CONSOLIDATED TRUST DEED CONSTITUTING WESTFIELD AMERICA TRUSTWestfield America Management LTD • February 21st, 2001 • Operators of nonresidential buildings • New South Wales
AMONGAgreement and Plan of Merger • March 19th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • Delaware
AMONGExchange Agreement • March 19th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • New York
EXHIBIT 99(d)(8) FORM OF ESCROW AGREEMENT Date: ----------------------------------- File No.: ----------------------------------- Escrow Agent: CHICAGO TITLE INSURANCE COMPANY [or such other agent as determined by SC-PG] Parties: Security Capital...Escrow Agreement • March 19th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • New York
EXHIBIT H COOPERATION AGREEMENT This COOPERATION AGREEMENT (this "Agreement"), dated February 14, 2001, is between Westfield America Management Limited ACN 072 780 619 ("WAML"), in its capacity as responsible entity and trustee of Westfield America...Cooperation Agreement • February 21st, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • New York
RECITALSInvestors Agreement • March 5th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings
WAIVERWaiver • March 19th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • New York
MARK A. STEFANEK CHIEF FINANCIAL OFFICER 11601 WILSHIRE BOULEVARD 12TH FLOOR LOS ANGELES, CALIFORNIA 90025 TELEPHONE: (310) 478-4456 ------------------------Westfield America Management LTD • March 5th, 2001 • Operators of nonresidential buildings
Exhibit C STOCK SUBSCRIPTION AGREEMENT STOCK SUBSCRIPTION AGREEMENT, dated as of May 29, 1998, between Westfield America, Inc., a Missouri corporation (the "Company"), Perpetual Trustee Company Limited, an Australian company (the "Trustee"), and...Stock Subscription Agreement • May 30th, 2001 • Westfield America Management LTD • Real estate investment trusts • New York
EXHIBIT 99(d)(2) COOPERATION AGREEMENT This COOPERATION AGREEMENT (this "AGREEMENT"), dated February 14, 2001, is between Westfield America Management Limited ACN 072 780 619 ("WAML"), in its capacity as responsible entity and trustee of Westfield...Cooperation Agreement • March 19th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • New York
EXHIBIT 99(d)(4) INDEMNIFICATION AND TAX CONTEST AGREEMENT INDEMNIFICATION AND TAX CONTEST AGREEMENT (the "Agreement") dated as of February 14, 2001 between Westfield America Management Limited ("WAML") (ACN 072 780 619) as responsible entity of the...Indemnification and Tax Contest Agreement • March 5th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • New York
EXHIBIT 99(d)(3) PREFERRED STOCK TRANSACTION AGREEMENT This PREFERRED STOCK TRANSACTION AGREEMENT (this "AGREEMENT") is made as of the 14th day of February, 2001 by and between Westfield America Management Limited (ACN 072 780 619) ("WAML"), a...Preferred Stock Transaction Agreement • March 5th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • New York
February 14, 2001 Valley Fair University Towne Member LLC c/o J.P. Morgan Investment Management Inc. 522 Fifth Avenue New York, New York 10036 Re: PUT OPTION AGREEMENT -------------------- Ladies and Gentlemen: Reference is made to (A) the Put Option...Westfield America Management LTD • March 5th, 2001 • Operators of nonresidential buildings • New York
March 5, 2001 Dear Shareholder: We are writing to inform you that, on February 14, 2001, Westfield America, Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with Westfield America Management Limited (the "Purchaser"), in its...Westfield America Management LTD • March 5th, 2001 • Operators of nonresidential buildings
We are writing to inform you that, on February 14, 2001, Westfield America, Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with Westfield America Management Limited (the "Purchaser"), in its capacity as responsible entity and trustee of Westfield America Trust. Pursuant to the Merger Agreement, the Purchaser has today commenced a cash tender offer for all of the outstanding shares of Westfield America common stock not owned by the Purchaser and certain of its affiliates, at a price of $16.25 per share, to the seller in cash, subject to the terms and conditions of the Offer to Purchase accompanying this letter. The Merger Agreement provides that, following the tender offer, a newly formed subsidiary of the Purchaser will merge with Westfield America and any remaining shares of Westfield America's common stock (other than those owned by the Purchaser and certain of its affiliates and shareholders who exercise appraisal rights under Missouri law) will be conver
WESTFIELD AMERICA MANAGEMENT LIMITED (ACN 072 780 619) WESTFIELD AMERICA, INC. May 22, 2001Westfield America Management LTD • June 13th, 2001 • Real estate investment trusts • New York
Reference is made to (A) the Letter Agreement, dated February 14, 2001, as amended on May 22, 2001 (as so amended, the "Letter Agreement"), among Valley Fair University Towne Member LLC, a Delaware limited liability company ("VFUT") and Westfield America Management Limited ("WAML"), in its capacity as responsible entity and trustee of Westfield America Trust ("WAT"), (B) the Put Option Agreement, dated June 23, 1999 (the "Put Agreement"), among VFUT, WEA Valley Fair UTC LLC, a Delaware limited liability company, and Westfield America, Inc., a Missouri corporation ("WEA"), and (C) the Registration Rights Agreement, dated June 23, 1999 (the "Registration Rights Agreement"), between WEA and VFUT. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Letter Agreement.
Exhibit F AGREEMENT OF JOINT FILING Cordera Holdings Pty. Limited, Frank P. Lowy, David H. Lowy, Peter S. Lowy, Steven M. Lowy, Westfield Holdings Limited, Westfield Corporation, Inc., Westfield American Investments Pty. Limited and Westfield America...Westfield America Management LTD • February 21st, 2001 • Operators of nonresidential buildings
Cordera Holdings Pty. Limited, Frank P. Lowy, David H. Lowy, Peter S. Lowy, Steven M. Lowy, Westfield Holdings Limited, Westfield Corporation, Inc., Westfield American Investments Pty. Limited and Westfield America Management Limited, in its capacity as responsible entity and trustee of Westfield America Trust, agree that the Amendment No. 2 and Amendment No. 3 to the Schedule 13Ds to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Westfield Holdings Limited The Directors ACN 001 671 496 Security Capital Preferred Growth Level 24 Westfield Towers Incorporated 100 William Street 11 South LaSalle Street, 2nd Floor Sydney NSW 2011 Australia Chicago, Illinois 60603 GPO Box 4004...Westfield America Management LTD • March 5th, 2001 • Operators of nonresidential buildings
AGENCY AGREEMENT (AMENDED AND RESTATED) DATED 27 JUNE 2012 WT FINANCE (AUST) PTY LIMITED (ABN 16 108 806 711) WESTFIELD FINANCE (AUST) LIMITED (ABN 37 093 642 865) WFA FINANCE (AUST) PTY LIMITED (ABN 41 108 802 384) WESTFIELD UK & EUROPE FINANCE PLC...Agency Agreement • February 25th, 2014 • Westfield America Management LTD
WESTFIELD AMERICA MANAGEMENT LIMITED (ACN 072 780 619) Level 24 Westfield Towers 100 William Street Sydney, NSW Australia 2011 May 22, 2001Letter Agreement • June 13th, 2001 • Westfield America Management LTD • Real estate investment trusts • New York
Reference is made to that certain Letter Agreement, dated February 14, 2001 (the "Letter Agreement"), among Valley Fair University Towne Member LLC ("VFUT"), a Delaware limited liability company, and Westfield America Management Limited ("WAML"), in its capacity as responsible entity and trustee of Westfield America Trust (in such capacity, the "Manager"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Letter Agreement.
AMENDED AND RESTATED STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • August 28th, 2001 • Westfield America Management LTD • Real estate investment trusts • New York
This AMENDED AND RESTATED STOCK SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of , 2001, is between Westfield America Management Limited ACN 072 780 619 ("WAML"), in its capacity as responsible entity and trustee of Westfield America Trust ARSN 092 058 449, a public unit trust constituted under the laws of Australia ("WAT"), and Westfield America, Inc., a Missouri corporation (the "Company").
