EXHIBIT 10.12
FIRST AMENDMENT TO MASTER
DEVELOPMENT FRAMEWORK AGREEMENT
THIS FIRST AMENDMENT TO MASTER DEVELOPMENT FRAMEWORK AGREEMENT is made
as of May , 1997 by and between WESTFIELD AMERICA, INC. a Missouri
corporation (formerly known as CenterMark Properties, Inc). ("Owner"), and
WESTFIELD CORPORATION, INC., a Delaware corporation ("Developer").
W I T N E S S E T H:
WHEREAS, Owner and Developer are parties to that certain Master
Development Framework Agreement, dated as of July 1, 1996 (the "Original
Master Development Framework Agreement"); and
WHEREAS, Owner and Developer desire to amend the Original Master
Development Framework Agreement in the manner hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Owner and Developer agree as
follows:
1. DEFINITIONS. All capitalized terms used herein without
definition shall have the respective meanings set forth in the Original
Master Development Framework Agreement.
2. AMENDMENT TO SECTION 3.2(B) OF THE ORIGINAL MASTER DEVELOPMENT
AGREEMENT. Section 3.2(b) of the Original Master Development Framework
Agreement is hereby amended by deleting the third sentence of the first
paragraph thereof and substituting the following therefor:
"(b) During the term of this Agreement, Westfield agrees not to
directly or indirectly, act as the property developer for any third
party which owns a shopping center which directly competes (or,
upon redevelopment by Westfield, would directly compete) with any
of the Shopping Centers (a "Competing Mall"), provided that the
foregoing restriction shall not be deemed to be violated if Manager
shall acquire, either directly or indirectly, all or substantially
all of the assets of, or an interest in, an entity that does not
have any ownership interest in shopping center properties or power
centers in the United States which is engaged in the property
development business and which is providing development services to,
among other properties, a shopping center which is a Competing Mall."
3. AMENDMENT TO SECTION 6.4 OF THE ORIGINAL MASTER DEVELOPMENT
FRAMEWORK AGREEMENT. Section 6.4 of the Original Master Development Framework
Agreement is hereby amended by deleting subsection 6.4.1 thereof in its
entirety and substituting the following therefor:
"6.4.1. Upon the approval of the trustee (the "WAT Trustee") of
the Westfield America Trust, an Australian publicly listed property
trust, and 75% of the Independent Directors (as such term is defined
in the Third Amended and Restated Articles of the Owner) of the
Owner's Board of Directors, Owner may terminate this Agreement if
Owner has previously terminated the Advisory Agreement and the
Management Agreements in accordance with their terms, PROVIDED that
such termination shall not be applicable to any development project
for which Developer has performed substantial pre-development services
prior to the date of termination or for which a Development Agreement
has previously been executed and PROVIDED FURTHER that the WAT
Trustee's agreement will only be required if the WAT Trustee is the
owner of 10% or more of the outstanding capital stock of the Owner.
If Owner elects to terminate this Agreement, Owner shall designate the
date, not less than 60 nor more than 180 days from the date of the
termination notice, on which this Agreement shall terminate. In
addition, the Owner may terminate this Agreement on not less than
30 days notice if an Event of Default (as defined therein) shall
have occurred and be continuing under that certain Pledge and
Security Agreement, dated as of May , 1997, among the Company and
Westland Management, Inc., Westfield Partners, Inc. and Westland
Realty, Inc."
4. RATIFICATION. Except as amended hereby, the Original Master
Development Framework Agreement is hereby ratified and remains in full force
and effect.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be effective only upon delivery and thereafter
shall be deemed an original, and all of which shall be taken to be one and the
same instrument, with the same effect as if all parties hereto had all signed
the same signature page. Any signature page of this Amendment may be detached
from any counterpart of this Amendment without impairing the legal effect of any
signatures thereon and may be attached to another counterpart of this Amendment
identical in form hereto but having attached to it one more additional signature
pages.
6. EFFECTIVE DATE. This Amendment shall be effective as of the
closing of the initial public offering of common stock of the Owner pursuant to
its Registration Statement on Form S-11 (No. 333-22731).
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
OWNER:
WESTFIELD AMERICA, INC.
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Name:
Title:
DEVELOPER:
WESTFIELD CORPORATION, INC.
By:
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Name:
Title:
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