WAI SUBSCRIPTION AGREEMENT
WAI SUBSCRIPTION AGREEMENT, dated as of June 25, 1998, between
Westfield America, Inc.(ARBN 082 554 541), a Missouri corporation (the
"COMPANY") and Westfield American Investments Pty Limited (ACN 003 161
475), a company organized under the laws of Australia ("WAI"), a subsidiary
of Westfield Holdings Limited (ACN 000 000 000), an Australian public
company ("WHL") and with respect to Section 5(b), WHL.
W I T N E S S E T H:
WHEREAS, the Company wishes to sell and Security Capital
Preferred Growth Incorporated ("SECURITY CAPITAL") wishes to purchase
$75,000,060 (U.S.) of Series C Cumulative Convertible Redeemable Preferred
Stock of the Company pursuant to a Series C Stock Purchase Agreement (the
"SERIES C STOCK PURCHASE AGREEMENT");
WHEREAS, Westfield America Management Limited, an Australian
company (the "MANAGER") has directed Perpetual Trustee Company Limited, an
Australian company (the "TRUSTEE") on behalf of Westfield America Trust, an
Australian public property trust,("WAT") to subscribe for and purchase, and
the Company desires to sell to the Trustee on behalf of WAT, 416,667 shares
of Series D Cumulative Convertible Redeemable Preferred Stock (the "SERIES
D PREFERRED STOCK"); and
WHEREAS, the Company wishes to sell and WAI wishes to buy 277,778
shares of Series D Stock of the Company, par value $1.00 (the
"SHARES"),subject to the terms and conditions contained herein.
NOW, THEREFORE, to implement the foregoing and in consideration
of the mutual agreements contained herein, the parties hereto hereby agree
as follows:
1. PURCHASE AND SALE OF THE SHARES. Subject to all of the terms
and conditions of this Agreement, the Company agrees to sell and WAI agrees
to purchase the Shares on the Closing Date (as defined in Section 2) for a
purchase price of $50,000,040 (U.S.) The Shares shall have the rights set
forth in the Series D Certificate of Designation, in substantially the form
attached as Exhibit A hereto.
2. CLOSING.
(a) TIME AND PLACE. Subject to the satisfaction of the conditions
contained herein, the closing of the sale of the Shares (the "CLOSING")
shall take place simultaneously with the closing under the Series C
Preferred Stock Agreement (the "CLOSING DATE"). The Closing shall occur at
the offices of Westfield America, Inc., 00000 Xxxxxxxx Xxxxxxxxx, 00xx
Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
(b) DELIVERY BY THE COMPANY. At the Closing, the Company shall
deliver to WAI a stock certificate registered in the WAI's name and
representing the Shares to be delivered at the Closing.
(c) DELIVERY BY WAI. At the Closing, WAI shall pay or cause to be
paid to the Company $50,000,040 (U.S.), by wire transfer of immediately
available funds to the account of the Company to a bank in New York City
designated by the Company, by notice to the WAI at least two Business Days
prior to Closing.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to WAI as follows:
(a) AUTHORIZATION. The Company has full power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been or will be duly authorized by the Company.
(b) THE SHARES. The Shares, to be delivered by the Company at the
Closing, as of the Closing Date, will have been duly authorized for
issuance and, when delivered in accordance with this Agreement, will be
validly issued, fully paid and non-assessable.
(c) SERIES C PREFERRED STOCK PURCHASE AGREEMENT. The
representations and warranties of the Company contained in the Series C
Preferred Stock Purchase Agreement are true and correct in all material
respects;
4. REPRESENTATIONS AND WARRANTIES OF WAI. WAI hereby represents
and warrants to the Company as follows:
(a) AUTHORIZATION. If Shareholder Approval is obtained, then WAI
will have full power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby in accordance with
the terms hereof. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will be, if
Shareholder Approval is obtained, duly authorized by or on behalf of each
of WAI.
"Shareholder Approval" means the passing by a meeting of
shareholders of WHL of a resolution authorizing and empowering WAI to,
amongst other things, enter into the transactions contemplated by this
Agreement for the purposes of the Listing Rules of the Australian Stock
Exchange Limited.
(b) ACQUISITION FOR INVESTMENT: SOPHISTICATION: SOURCE OF FUNDS.
(i) WAI is acquiring the Shares for its own account for the purpose
of investment and not with a view to or for sale in connection with any
distribution thereof, and WAI has no present intention or plan to
effect any distribution of Shares. WAI understands that the Company
will offer and sell the Shares to WAI pursuant to the exemption from
registration under the Securities Act contained in Rule 506 of
Regulation D promulgated thereunder. WAI is an "accredited investor"
as defined in Regulation D and is able to bear the economic risk of
acquisition of the Shares, can afford to sustain a total loss on such
investment and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risk
of the proposed investment. WAI has received copies of all of the
periodic reports filed with the Securities and Exchange Commission
(the "COMMISSION") since December 31, 1997, pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended and the Company's
Registration Statement on Form S-3 (Reg. No. 333-52977) as filed with
the Commission on June 1, 1998 (collectively the "DISCLOSURE
DOCUMENTS") and has been furnished the opportunity to ask questions of
and receive answers from representatives of the Company concerning the
Disclosure Documents and the business and financial affairs of the
Company.
(ii) WAI understands that the Shares and the common stock to be
issued upon conversion thereof (the "CONVERSION STOCK") have not been
registered under the Securities Act or applicable state securities
laws and agrees not to sell, pledge or otherwise transfer any of the
Shares or in the absence of such registration or an opinion of counsel
reasonably satisfactory to the Company that such registration is not
required. WAI acknowledges that the Company is not required to
register the Shares or the Conversion Stock.
(c) LEGENDS
WAI acknowledges and agrees that any certificates evidencing the
Series D Preferred Stock purchased pursuant to this Agreement and the
Conversion Stock issuable upon conversion thereof shall be stamped or
endorsed with legends in substantially the following form and shall be
subject to the provisions of such legends:
"THE SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE
OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM AND AS SET FORTH HEREIN.
"THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (2) IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO (i) THE
RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE
TO THE ISSUER THAT SUCH REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
IN COMPLIANCE WITH THE SECURITIES ACT, AND (ii) THE RECEIPT BY THE
ISSUER OF SUCH OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE ISSUER THAT
SUCH REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO THE ISSUER, ITS
AFFILIATES, AND (4) IN THE CASE OF A TRANSFER UNDER (1), (2) OR (3) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
ABOVE."
WAI acknowledges and agrees that each certificate in respect of
the Series D Preferred Stock shall bear the following additional legend:
"THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE
CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT
TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NO
INDIVIDUAL MAY BENEFICIALLY OWN SHARE IN EXCESS OF THE THEN APPLICABLE
OWNERSHIP LIMIT, WHICH MAY DECREASE OR INCREASE FROM TIME TO TIME,
UNLESS SUCH INDIVIDUAL IS AN EXISTING HOLDER. IN GENERAL, ANY
INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY OWN SHARES IN EXCESS OF THE
OWNERSHIP LIMIT MUST IMMEDIATELY NOTIFY THE CORPORATION. ALL
CAPITALIZED TERMS USED IN THIS LEGEND HAVE THE MEANINGS SET FORTH IN
THE ARTICLES OF INCORPORATION, A COPY OF WHICH, INCLUDING THE
RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO
EACH SHAREHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON OWNERSHIP AND
TRANSFER ARE VIOLATED, THE PREFERRED SHARES REPRESENTED HEREBY MAY BE
AUTOMATICALLY EXCHANGED FOR EXCESS SHARES AND DEEMED TRANSFERRED TO A
SPECIAL TRUST AS PROVIDED IN THE ARTICLES OF INCORPORATION."
WAI acknowledges and agrees that the certificates in respect of
the Conversion Stock shall bear the following additional legend.
"THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE
CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT
TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NO
INDIVIDUAL MAY BENEFICIALLY OWN SHARES IN EXCESS OF THE THEN
APPLICABLE OWNERSHIP LIMIT, WHICH MAY DECREASE OR INCREASE FROM TIME
TO TIME, UNLESS SUCH INDIVIDUAL IS AN EXISTING HOLDER. IN GENERAL, ANY
INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY OWN SHARES IN EXCESS OF THE
OWNERSHIP LIMIT MUST IMMEDIATELY NOTIFY THE CORPORATION. ALL
CAPITALIZED TERMS USED IN THIS LEGEND HAVE THE MEANINGS SET FORTH IN
THE ARTICLES OF INCORPORATION, A COPY OF WHICH, INCLUDING THE
RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO
EACH SHAREHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON OWNERSHIP AND
TRANSFER ARE VIOLATED, THE COMMON SHARES REPRESENTED HEREBY MAY BE
AUTOMATICALLY EXCHANGED FOR EXCESS SHARES AND DEEMED TRANSFERRED TO A
SPECIAL TRUST AS PROVIDED IN THE ARTICLES OF INCORPORATION.
5. COVENANTS.
(a) COVENANTS OF THE COMPANY. The Company hereby covenants to
submit to a shareholder vote at its 1999 Annual Meeting (the "1999 ANNUAL
MEETING") or at a special shareholder meeting held prior to such time, the
question of whether the Series D Preferred Stock shall be convertible into
common stock, par value $0.01 per share, of the Company (the
"PROPOSITION").
(b) COVENANTS BY WHL AND WAI.
(i) WHL SHAREHOLDER MEETING. WHL hereby agrees to convene a
meeting of shareholders of WHL for the purpose of seeking Shareholder
Approval as soon as practicable, but in no event later than August 1, 1998.
(ii) 1999 ANNUAL MEETING. WHL agrees to attend and to cause its
subsidiaries holding common stock, par value $0.01 per share, of the
Company to attend, in person or by proxy, the 1999 Annual Meeting or at a
special shareholder meeting held prior to such time, and to vote upon the
Proposition.
(iii) Registration Rights Waiver. WHL hereby (i) waives its right
under the Registration Rights Agreement, dated as of May 21, 1997, between
the Company and WHL (the "WHL REGISTRATION RIGHTS AGREEMENT") to have
included its Registrable Securities (as defined in the WHL Registration
Rights Agreement) in the Company's Registration Statement on Form S-3 (No.
333-52977) and (ii) consents, under Sections 2.1 and 2.2 of the WHL
Registration Rights Agreement, to the rights granted under Registration
Rights Agreement, between the Company and Security Capital, dated the date
hereof, (the "SECURITY CAPITAL REGISTRATION RIGHTS AGREEMENT", to the
holders of Registrable Shares (as defined therein). The Company and WHL
hereby agree that the Sections 2.1 and 2.2 of the WHL Registration Rights
Agreement are hereby amended to the limited extent necessary to ensure that
such Agreement does not conflict with, or limit in any way, the rights
granted to the holders of Registrable Shares under the Security Capital
Registration Rights Agreement.
6. CONDITIONS.
(a) CONDITIONS TO THE OBLIGATIONS OF THE TRUSTEE. The obligation
of the Trustee to purchase the Shares at the Closing is subject to the
satisfaction or waiver at or prior to the Closing Date of the following
conditions:
(i) Shareholder Approval;
(ii) The representations and warranties of the Company contained
in this Agreement shall be true and correct in all material respects
at and as of the date hereof, and true and correct in all material
respects at and as of the Closing Date as if made at and as of such
time;
(iii) No Bankruptcy Event or Acceleration Event with respect to
the Company shall have occurred and be continuing, and WAI shall have
received a certificate of the president or a co-president, chief
financial officer or a vice president of the Company, dated as of the
Closing Date, to the effect that no such Bankruptcy Event or
Acceleration Event has occurred and is continuing (in each case,
subject to clause (y) of the definition of "Acceleration Event").
A "BANKRUPTCY EVENT" shall occur with respect to the Company if
(x) a court of appropriate jurisdiction enters an order or decree
under any Bankruptcy Law that (A) is for relief against the Company in
an involuntary case, (B) appoints a Receiver of the Company or for all
or substantially all of its property or (C) orders the liquidation of
the Company; or (y) the Company pursuant to or within the meaning of
any Bankruptcy Law (A) commences a voluntary case, (B) consents to the
entry of an order for relief in an involuntary case, (C) consents to
the appointment of a Receiver of it or for all or substantially all of
its property, or (D) makes a general assignment for the benefit of its
creditors.
An "ACCELERATION EVENT" shall occur with respect to the Company
if the Company defaults under the terms of any agreement or instrument
evidencing or under which the Company has at the date of this
Agreement or hereafter outstanding any Senior Indebtedness that is
full recourse to the Company and such Senior Indebtedness shall be
accelerated so that the same shall be or become due and payable prior
to the date on which the same would otherwise become due and payable
and the aggregate principal amount thereof so accelerated exceeds
U.S.$150,000,000 and such acceleration is not rescinded or annulled
within 90 Business Days; PROVIDED, HOWEVER, that (x) if such default
under such agreement or instrument is remedied or cured by the Company
or waived by the holders of such Senior Indebtedness, then the
Acceleration Event hereunder by reason thereof shall be deemed
likewise to have been thereupon remedied, cured or waived or (y) if
the Company provides to WAI a certificate of the president or a
co-president, chief financial officer or a vice president of the
Company to the effect that the Company holds sufficient funds, or has
sufficient availability under its credit facilities, to discharge such
Senior Indebtedness, then for all purposes of this Agreement the
Acceleration Event shall be deemed not to have occurred.
For the purposes of this Section 6:
"BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.
"BUSINESS DAY" means any day other than a Saturday, Sunday or a
day on which banking institutions in New York are authorized or
obligated by law or executive order to close.
"INDEBTEDNESS" means (i) the principal obligations of the Company
for borrowed money (other than (x) the deferred purchase price of
property or services and (y) indebtedness to trade creditors and
service providers incurred in the ordinary course of business) and
(ii) the principal obligations of the Company evidenced by bonds,
notes, debentures or other similar instruments.
"RECEIVER" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.
"SENIOR INDEBTEDNESS" means any Indebtedness of the Company that
is not subordinated in right of payment to any other Indebtedness of
the Company.
(iv) The Company shall have performed in all material respects
its obligations under this Agreement required to be performed by it at
or prior to the Closing Date pursuant to the terms hereof;
(v) The closing under the Series C Preferred Stock Purchase
Agreement shall be occurring simultaneously with the Closing of the
Shares; and
(vi) The Company shall have delivered a legal opinion in a form
to be mutually agreed by WAI and the Company.
(b) CONDITIONS TO THE OBLIGATIONS OF THE COMPANY. The obligation
of the Company to sell the Shares at the Closing is subject to the
satisfaction or waiver at or prior to the Closing Date of the following
conditions:
(i) The representations and warranties of WAI contained in this
Agreement shall be true and correct in all material respects at and as
of the date hereof, and true and correct in all material respects at
and as of the Closing Date as if made at and as of such time; and
(ii) WAI shall have performed in all material respects its
obligations under this Agreement required to be performed by it at or
prior to the Closing Date pursuant to the terms hereof.
7. MAINTENANCE OF REIT STATUS.
(a) So long as WHL or any of its wholly-owned subsidiaries (a
"WHL Entity") owns any of the Series D Equity Shares, the Company will
continue to be taxed as a real estate investment trust pursuant to Sections
856 through 860 of the Code.
(b) If the Company shall fail to continue to be taxed as a real
estate investment trust pursuant to Sections 856 through 860 of the Code (a
"REIT-TERMINATION EVENT"), each WHL Entity shall have the right to require
the Company, to the extent the Company shall have funds legally available
therefor, to repurchase any or all of the Series D Equity Shares held by
such WHL Entity at a repurchase price payable in cash (the "REIT-REPURCHASE
PAYMENT") in an amount equal to 115% of the Liquidation Preference thereof,
plus accrued and unpaid dividends whether or not declared, if any to the
date of repurchase or the date payment is made available (the
"REIT-REPURCHASE DATE").
(c) Within 15 days following the Company becoming aware that a
REIT-Termination Event has occurred, the Company shall mail by first class
mail or recognized overnight courier a notice to each WHL Entity holding
Series D Equity Shares stating (A) that a REIT-Termination Event has
occurred and that such holder has the right to require the Company to
repurchase any or all of the Series D Equity Shares, (B) the date of
repurchase (which shall be a Business Day, no earlier than 30 days and no
later than 60 days from the date such notice is mailed, or such later date
as may be necessary to comply with the requirements of the Exchange Act),
(C) the repurchase price and (D) the instructions determined by the
Company, consistent with this subsection, that such holder must follow in
order to have the Series D Equity Shares repurchased.
(d) On the REIT-Repurchase Date, the Company, to the extent
lawful, shall accept for payment Series D Equity Shares or portions thereof
tendered by the WHL Entities pursuant to the REIT-Repurchase Offer and
promptly, by wire transfer of immediately available funds to such holders,
as directed by such holders, send an amount equal to the REIT-Repurchase
Payment in respect of all Series D Equity Shares, or portions thereof so
tendered.
(e) Notwithstanding anything else herein, to the extent they are
applicable to any REIT-Repurchase Offer, the Company will comply with any
federal and state securities laws, rules and regulations and all time
periods and requirements shall be adjusted accordingly.
8. MISCELLANEOUS.
(a) NOTICES. All notices and other communications made in
connection with this Agreement shall be in writing and shall be (A) sent by
facsimile, with a copy mailed by first-class, registered or certified mail,
return receipt requested, postage prepaid, or (B) transmitted by hand
delivery, addressed as follows (or at such other address as may be
specified in writing to the other party hereto):
(i) if to the Company, to:
Westfield America, Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopy: 000-000-0000
Attention: Xxx Xxxxxx, Secretary
(ii) if to WAI, to:
Xxxxxxxxx Xxxxxxxx Xxxxxxx
Xxxxx 00 Xxxxxxxxx Xxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx XXX 0000 Xxxxxxxxx
Telecopy: 011 612 93587077
Attention: Xxxxx van der Laan
All such notices and communications shall be deemed to have been
received on the date of delivery.
(b) BINDING EFFECT; BENEFITS, ETC. This Agreement shall be
binding upon and inure to the benefit of the parties to this Agreement and
their respective successors and assigns. Nothing in this Agreement, express
or implied, is intended or shall be construed to give any person other than
the parties to this Agreement or their respective successors or assigns any
benefit or any legal or equitable right, remedy or claim under or in
respect of any agreement or any provision contained herein.
(c) WAIVER; AMENDMENT. (i) WAIVER. No amendment, modification or
discharge of this Agreement, and no waiver hereunder, shall be valid or
binding unless set forth in writing and duly executed by the party against
whom enforcement of the amendment, modification, discharge or waiver is
sought. Any such waiver or instance shall constitute a waiver, modification
or discharge, as the case may be, only with respect to the specific matter
described in such writing and shall in no way impair the rights of the
party granting such waiver in any other respect or at any other time.
(ii) AMENDMENT. This Agreement may be amended, modified or
supplemented only by a written instrument executed by the Company and WAI.
(d) ASSIGNABILITY. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by the Company or WAI without the prior written consent of the
other party.
(e) SEPARABILITY. In case any provision in this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
(f) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF,
OTHER THAN ANY MANDATING THE APPLICATION OF SUCH LAWS).
The Company and WAI each irrevocably submits to the non-exclusive
jurisdiction of any New York State or United States Federal court sitting
in the City of New York over any suit, action or proceeding arising out of
or relating to this Agreement. The Company and WAI each irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding brought in
any such court and any claim that any such proceeding brought in such court
has been brought in an inconvenient forum. The Company and WAI each agree
that final judgment in any such suit, action or proceeding brought in such
a court shall be conclusive and binding on it and may be enforced in any
court to the jurisdiction of which it is subject by a suit upon such
judgment. The Company and WAI each hereby irrevocably consent to service of
copies of the summonses and complaints and any other process. Such service
may be made by mailing or delivering a copy of such process to their
respective addresses set forth above or by any other means provided for by
applicable law.
(g) SECTION AND OTHER HEADINGS, ETC. The section and other
headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
(h) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this
Subscription Agreement by their authorized representatives as of the date
first above written.
WESTFIELD AMERICA, INC.
By:/s/ Xxxxx X. Xxxx
-----------------------------
Name: Xxxxx X. Xxxx
Title: Co-President
WESTFIELD AMERICAN INVESTMENTS PTY
LIMITED
By:/s/ Xxxxx Van Der Laan De Vries
-------------------------------
Name: Xxxxx van der Laan de Viries
Title:
Agreed with respect to Section 5 (b).
WESTFIELD HOLDINGS LIMITED
By:/s/ Xxxxx Van Der Laan De Vries
-------------------------------
Name: Xxxxx van der Laan de Vries
Title:
