EXHIBIT 10.31
FIRST AMENDMENT TO
TRADE NAME LICENSE AGREEMENT
THIS FIRST AMENDMENT TO TRADE NAME LICENSE AGREEMENT is made as of
May , 1997, by and between WESTFIELD CORPORATION, INC., a Delaware
corporation ("Licensor") and WESTFIELD AMERICA, INC., a Missouri corporation
(formerly known as CenterMark Properties, Inc.)("Licensee").
W I T N E S S E T H:
WHEREAS, Licensor and Licensee are parties to that certain Trade Name
License Agreement(the "Original License Agreement"), dated as of July 1, 1996;
and
WHEREAS, Licensor and Licensee desire to amend the Original License
Agreement in the manner hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Licensor and Licensee agree as
follows:
1. DEFINITIONS. All capitalized terms used herein without definition
shall have the respective meanings set forth in the Original License Agreement.
2. AMENDMENT TO SECTION 1.1 Section 1.1 of the Original License
Agreement is hereby amended by deleting such section in its entirety and
substituting the following therefor:
"1.1 GRANT. Subject to the following terms and
conditions, Licensor hereby grants to Licensee and Licensee
hereby accepts,
during the Term (as defined in Section 6), throughout the
Territory:
(a) a non-transferable, non-exclusive, royalty-free right
and license to use (i) the Licensed Name in connection with the
Licensed Business but only as (x) "Westfield America, Inc." and
(y) "Westfield Shoppingtown;"
(b) subject to Licensor's prior written approval, the non-
transferable, non-exclusive, royalty-free right to permit each of
its wholly-owned subsidiaries (each a "Licensee Subsidiary") to
use the Licensed Name in connection with the Licensed Business
but only as Licensor expressly approves in writing prior to use;
and
(c) the non-transferable, non-exclusive, royalty-free right
and license to use the trademark set forth on Exhibit A hereto
(the "Trademark") in connection with the use of the Licensed Name
as permitted hereby."
3. AMENDMENT TO SECTION 1.2(C) Section 1.2(c) of the Original License
Agreement is hereby amended by deleting such section in its entirety and
substituting the following therefor:
"(c) Licensee shall not, without the prior written approval
of Licensor, join any name, xxxx or logo with the Licensed Name
so as to form a composite trade name or xxxx for use in
connection with Licensee's Business or otherwise other than (i)
"Westfield America, Inc.," (ii) "Westfield Shoppingtown," and
(iii) the Trademark."
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3. AMENDMENT TO SECTION 1.3(B) Section 1.3(b) of the Original License
Agreement is hereby amended by deleting the reference to "Westfield American
Properties, Inc." in the eleventh and twelfth lines thereof and substituting
"Westfield America, Inc." therefor.
4. RATIFICATION. Except as amended hereby, the Original License
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 Agreement 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 Licensee pursuant
to its Registration Statement on Form S-11 (No. 333-22731), as amended.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above written.
LICENSOR:
WESTFIELD CORPORATION, INC.
By:_________________________________
Name:
Title:
LICENSEE:
WESTFIELD AMERICA, INC.
By:_________________________________
Name:
Title:
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