Exhibit 10.30
PROMENADE
UNSECURED INDEMNITY AGREEMENT
INDEMNITY AGREEMENT (this "Agreement") made as of December 15, 1999
from WESTFIELD AMERICA LIMITED PARTNERSHIP, a Delaware limited partnership
("Borrower"), WESTFIELD AMERICA, INC., a Missouri corporation ("Guarantor"),
PROMENADE LLC, a Delaware limited liability company ("Owner"; Borrower,
Guarantor and Owner, jointly and severally, "Indemnitor"), each having an
address at 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000,
Attention: General Counsel, to NATIONAL AUSTRALIA BANK LIMITED, NEW YORK BRANCH
("NAB") and such other lenders as are or who may become "Banks" (as such quoted
term is defined in the Loan Agreement, as hereinafter defined; NAB and such
other lenders, each, a "Bank" and collectively, "the Banks").
Preliminary Statement
WHEREAS, Owner is the owner of the real property located in Woodland
Hills, California, as more particularly described in SCHEDULE A attached hereto
(said real property, together with any real property hereafter encumbered by the
lien of the Mortgage (as defined below), being herein collectively called the
"Land"; the Land, together with all improvements now or hereafter located on the
Land, being herein collectively called the "Property");
WHEREAS, the Banks are prepared to make and Borrower will accept a
revolving loan in the amount of up to $450,000,000 (the "Loan") pursuant to a
Secured Revolving Credit Agreement (as the same may hereafter be amended,
modified or supplemented, the "Loan Agreement") dated as of the date hereof
among Borrower, as Borrower, the lenders signatory thereto, as Banks, and NAB,
as Administrative Agent for the Banks (NAB, in such capacity, together with its
successors in such capacity, "Administrative Agent"). The Loan is evidenced by
note(s) of even date herewith from Borrower in an aggregate principal amount
equal to the principal amount of the Loan (as the same may hereafter be amended,
modified, extended, severed, assigned, renewed or restated, and including any
substitute or replacement notes executed pursuant to the Loan Agreement,
collectively, the "Note"), and secured by, among other things, a Deed of Trust,
Assignment of Leases and Rents and Security Agreement with Fixture Filing
(together with all amendments, modifications, consolidations, increases,
supplements and spreaders thereof, collectively, the "Mortgage") from Owner
encumbering the Property (the Loan Agreement, the Mortgage, the Note, and any
other documents or instruments evidencing or securing the Loan, as amended or
modified from time to time, being herein sometimes called the "Loan Documents");
WHEREAS, as a condition to making the Loan, the Banks require
Indemnitor to provide certain indemnities concerning existing and future
asbestos, polychlorinated biphenyls and petroleum products and any other
hazardous or toxic
materials, wastes and substances which are defined, determined or identified as
such in any Laws (as hereinafter defined) (any such asbestos, polychlorinated
biphenyls and petroleum products and any such other materials, wastes and
substances being herein collectively called "Hazardous Materials"); as used in
this Agreement, the term "Laws" means any federal, state or local laws, rules,
regulations, ordinances, writs, injunctions, decrees, determinations or awards
(whether now existing or hereafter enacted or promulgated) and any judicial or
administrative interpretation thereof, including any judicial or administrative
orders or judgments; and
WHEREAS, to induce the Banks to consummate the above described
transaction and to lend the indicated amount to Borrower, Indemnitor has agreed
to enter into this Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Indemnitor hereby represents, warrants and covenants to the Banks
and Administrative Agent (the undersigned being jointly and severally liable
hereunder) as follows:
1. Indemnitor covenants and agrees, at its sole cost and expense, to
indemnify, protect and save each Bank and Administrative Agent harmless against
and from any and all damages, losses, liabilities, obligations, penalties,
claims, litigation, demands, defenses, judgments, suits, proceedings, costs,
reasonable disbursements or expenses (including, without limitation, attorneys'
and experts' reasonable fees and disbursements) of any kind or of any nature
whatsoever (collectively, the "Indemnified Matters") which may at any time be
imposed upon, incurred by or asserted or awarded against any Bank or
Administrative Agent and arising from or out of:
(A) any Hazardous Materials on, in, under or affecting all or any
portion of the Property or any surrounding areas, or
(B) the enforcement of this Agreement or the assertion by Indemnitor
of any defense to its obligations hereunder (except the successful defense
of actual performance not subject to further appeal),
whether any of such matters arise before or after foreclosure of the Mortgage or
other taking of title to all or any portion of the Property by or on behalf of
the Banks. Indemnified Matters shall include, without limitation, all of the
following: (i) the costs of removal of any and all Hazardous Materials from all
or any portion of the Property or any surrounding areas (except that the
indemnity provided for under this Agreement shall not cover the costs of such
removal unless either (a) such removal is required by any applicable Laws or (b)
any present or future use, operation, development, construction, alteration or
reconstruction of all or any portion of the Property is or would be conditioned
in any way upon, or is or would be limited in any way until the completion of,
such removal in accordance with any applicable Laws), (ii) additional costs
required to take necessary precautions to protect against the release of
Hazardous Materials on, in, under or affecting the Property into the air, any
body of water, any other public domain or any surrounding areas and (iii) costs
incurred to comply, in connection with all or any
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portion of the Property or any surrounding areas, with all applicable Laws with
respect to Hazardous Materials (all removal work referred to in clause (i)
above, all work and other actions to take precautions against release referred
to in clause (ii) above and all work and other actions performed in order to
comply with applicable Laws referred to in clause (iii) above being herein
collectively called "Corrective Work"). The Banks' and Administrative Agent's
rights under this Agreement shall be in addition to all their rights under the
Loan Agreement, Note, Mortgage and other Loan Documents, and payments by
Indemnitor under this Agreement shall not reduce Indemnitor's obligations and
liabilities under any of the Loan Documents. Notwithstanding anything to the
contrary contained herein, (a) the indemnity provided for under this Agreement
with respect to surrounding areas shall not extend to the costs of Corrective
Work on, in, under or affecting any surrounding areas if the applicable
Hazardous Materials did not originate from any portion of the Property, unless
the removal of any Hazardous Materials on, in, under or affecting any
surrounding areas is required by Law or by order or directive of any federal,
state or local governmental authority in connection with the Corrective Work on,
in, under or affecting any portion of the Property and (b) if Administrative
Agent, the Banks or their nominee takes title to the Property at a foreclosure
sale, at a sale pursuant to a power of sale under the Mortgage or by deed in
lieu of foreclosure or otherwise, then the indemnity provided for under this
Agreement shall not apply to Hazardous Materials which are initially placed on,
in or under all or any portion of the Property after the date of such taking of
title to the Property.
2. (a) The Banks hereby agree that, prior to the Banks' taking the
actions described in clauses (x) and (y) below, Indemnitor may, at its sole cost
and expense, (x) contest the assertion by any governmental authority or any
third party of any obligation or liability affecting Indemnitor, any Bank,
Administrative Agent or all or any portion of the Property for performances of
any Corrective Work and (y) perform any Corrective Work, provided that at all
times all of the following conditions are satisfied in full:
(A) no material default exists under any of the Loan Documents, and
the Banks have not commenced or completed foreclosure or a sale under
power of sale or accepted a deed in lieu of foreclosure or otherwise taken
title to all or any portion of the Property.
(B) the collateral for the Loan shall not be impaired in the
reasonable judgment of Administrative Agent, and the Banks and
Administrative Agent (and their respective agents, servants, employees and
contractors) shall not be subject to any criminal or other penalties,
costs or expenses, by reason of such contest or the performance of such
Corrective Work or any delays in connection therewith,
(C) Indemnitor shall notify Administrative Agent within ten (10)
days after commencement of any such contest or Corrective Work, and shall
give Administrative Agent a monthly report, during the period of such
contest or the performance of such Corrective Work, on Indemnitor's
progress with respect thereto, and shall promptly give Administrative
Agent such other information with respect thereto as Administrative Agent
shall reasonably request,
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(D) with respect to contests, any such contest shall be instituted
promptly after Indemnitor obtains actual knowledge of an action, suit,
proceeding or governmental order or directive which asserts any obligation
or liability affecting Indemnitor, any Bank, Administrative Agent or all
or any portion of the Property, and such contest shall at all times be
diligently prosecuted until a final judgment is obtained that negates such
assertion of obligation or liability,
(E) with respect to contests, the Banks and/or Administrative Agent,
at their expense, shall have the right (but not the obligation) to join in
any action or proceeding in which Indemnitor contests any such assertions
by any governmental authorities or third parties,
(F) with respect to Corrective Work, any such Corrective Work shall
be instituted promptly after the later to occur of: (i) a determination by
the applicable judicial or administrative authority that the contest is
unsuccessful, which determination is not, or ceases to be, subject to
further appeal or (ii) Indemnitor obtains actual knowledge of any
Hazardous Materials on, in, under or affecting the Property or (when
applicable) any surrounding areas, and such Corrective Work shall at all
times be diligently prosecuted until all such Hazardous Materials are
removed and properly and lawfully disposed of, and
(G) with respect to any Corrective Work, Indemnitor shall, not less
than fifteen (15) days prior to commencement of such Corrective Work,
submit to Administrative Agent for its review reasonably detailed plans
for such Corrective Work, and, if, within said fifteen (15)-day period,
Administrative Agent, in its reasonable judgment, rejects such plans (it
being understood that Administrative Agent shall be deemed to approve such
plans if they provide for Corrective Work that will result in compliance
with applicable Laws), Indemnitor shall promptly submit revised plans to
Administrative Agent and shall obtain Administrative Agent's acceptance of
such plans prior to commencement of such Corrective Work, and Indemnitor
shall comply with the plans submitted to Administrative Agent (and, if
applicable, accepted or deemed accepted by Administrative Agent) in
performing such Corrective Work.
So long as all of such conditions are satisfied in full at all times, the Banks
and Administrative Agent further agree that they will not enter into any
settlement agreement binding upon Indemnitor without its prior consent;
Indemnitor agrees that in any event, its consent to any such settlement
agreement shall not be unreasonably withheld or delayed.
(b) Promptly after the receipt by Administrative Agent of written
notice of any demand or claim or the commencement of any action, suit or
proceeding in respect of any of the Indemnified Matters, Administrative Agent
shall notify Indemnitor thereof in writing; but the failure by Administrative
Agent promptly to give such notice shall not relieve Indemnitor of any liability
which it may have to the Banks or Administrative Agent hereunder.
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(c) It is expressly understood and agreed that failure by the Banks
or Administrative Agent to object to any actions taken by Indemnitor shall not
be construed to be an approval by the Banks or Administrative Agent of such
actions. It is further expressly understood and agreed that this Agreement shall
not be construed as creating any obligation for the Banks or Administrative
Agent to initiate any contests of the nature described in Section 2(a), to
review any plans for Corrective Work or to perform, or review Indemnitor's or
any other party's performance of, any Corrective Work.
3. The liability of Indemnitor under this Agreement shall in no way be
limited or impaired by, and Indemnitor hereby consents to and agrees to be bound
by, any amendment or modification of the provisions of the Loan Documents by
Indemnitor or any person who succeeds Borrower as owner of the Property. In
addition, the liability of Indemnitor under this Agreement shall in no way be
limited or impaired by (i) any extensions of time for performance required by
any of the Loan Documents, (ii) any sale, assignment or foreclosure of the Note
or Mortgage or any sale or transfer of all or part of the mortgaged property,
(iii) any exculpatory provision in any of the Loan Documents limited the Banks'
recourse to property encumbered by the Mortgage or to any other security, or
limiting the Banks' rights to a deficiency judgment against Borrower, (iv) the
accuracy or inaccuracy of any representations or warranties made to the Banks or
Administrative Agent under any of the Loan Documents, (v) the release of
Borrower or any other person from performance or observance of any of the
agreements, covenants, terms or conditions contained in any of the Loan
Documents by operation of law, the Banks' voluntary act, or otherwise, (vi) the
release or substitution in whole or in part of any security for the Note, (vii)
the failure of the Mortgage to be recorded or any UCC financing statements to be
filed (or the improper recording of filing of any thereof) or any failure to
otherwise perfect, protect, secure or insure any security interest or lien given
as security for the Note, (viii) the invalidity, irregularity or
unenforceability, in whole or in part, of the Note, Mortgage or other Loan
Documents, or of any other instrument or agreement executed or delivered to
Administrative Agent and/or the Banks in connection with the Loan or (ix) any
other action or circumstance whatsoever which constitutes, or might be construed
to constitute, a legal or equitable discharge or defense of Borrower or others
for their obligations under any of the Loan Documents or of Indemnitor for its
obligations under this Agreement; and, in any such case, whether with or without
notice to Indemnitor and with or without consideration.
4. Indemnitor waives any right or claim of right to cause a
marshalling of Borrower's assets or to cause the Banks to proceed against any of
the security for the Loan before proceeding under this Agreement against
Indemnitor or to proceed against the undersigned in any particular order,
Indemnitor agrees that any payments required to be made hereunder shall become
due on demand; Indemnitor expressly waives and relinquishes all rights and
remedies accorded by applicable Law to indemnitors or guarantors, except any
rights of subrogation which Indemnitor may have; provided that the indemnity
provided for hereunder shall neither be contingent upon the existence of any
such rights of subrogation nor subject to any claims or defenses whatsoever
which may be asserted in connection with the enforcement or attempted
enforcement of such subrogation rights, including, without limitation, any claim
that such subrogation rights were abrogated by any acts of any Bank or
Administrative Agent.
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Indemnitor hereby agrees to postpone the exercise of any and all rights of
subrogation to the rights of the Banks and Administrative Agent against
Indemnitor hereunder and any rights of subrogation to any collateral securing
the Loan until the Loan shall have been paid in full.
5. No delay on the Banks' or Administrative Agent's part in
exercising any right, power or privilege under any of the Loan Documents shall
operate as a waiver of any such privilege, power or right.
6. Any Indemnitor, or any other party liable upon or in respect of
this Agreement or the Loan, may be released without affecting the liability of
any party not so released.
7. (a) Except as herein provided, this Agreement shall be binding
upon and inure to the benefit of Indemnitor, the Banks, Administrative Agent and
their respective heirs, personal representatives, successors and assigns,
including, as to the Banks, without limitation, any holder of the Note and any
nominee of the Banks (other than a nominee unaffiliated with Administrative
Agent or the Banks) which acquires all or part of the Property by any sale,
assignment or foreclosure under the Mortgage, by deed or other assignment in
lieu of foreclosure, or otherwise. Notwithstanding the foregoing, Indemnitor,
without the prior written consent of the Banks in an instance, may not assign,
transfer or set over to another, in whole or in part, all or any part of its
benefits, rights, duties and obligations hereunder.
(b) The rights of the Banks under this Agreement shall not inure to
the benefit of (i) any purchaser of the Property at a foreclosure sale or sale
pursuant to a power of sale under the Mortgage, (ii) any person or entity taking
title to the Property by deed in lieu of foreclosure or (iii) any successor or
assign of any purchaser, person or entity described in clauses (i) and (ii)
above, except that the Banks' rights shall inure to the benefit of a party
described in clauses (i), (ii) and (iii) above if such party is Administrative
Agent, any or all of the Banks (including any of their respective successors or
assigns as holder of the Note) or any nominee of the Banks (other than a nominee
unaffiliated with Administrative Agent or the Banks). Notwithstanding any
ownership by Administrative Agent, any or all of the Banks (including any of
their respective successors or assigns as holder of the Note) or any nominee of
the Banks at any time of all or any portion of the Property, in no event shall
Administrative Agent, any or all of the Banks (including any of their respective
successors or assigns as holder of the Note) or any nominee of the Banks be
bound by any obligations or liabilities of Indemnitor.
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8. Notwithstanding anything to the contrary contained elsewhere in
this Agreement, the indemnity provided for hereunder shall, subject to the
immediately following sentence, terminate and be of no further force and effect
when all of the following conditions are satisfied in full:
(i) all principal, interest and other sums evidenced or secured by
the Loan Documents and any other costs and expenses in connection with the
Loan are paid in full by Borrower or by any guarantors of the Loan,
(ii) neither Administrative Agent, nor any Bank (including any of
the Banks' respective successors or assigns), nor any nominee of the Banks
has at any time taken possession of, or title to, the Property or any
portion thereof whether by foreclosure, deed in lieu of foreclosure, sale
under power of sale pursuant to the Mortgage, or otherwise (it being
understood that if liability under this Agreement survives by reason of
this clause (ii), such liability shall be limited by the provisions of
clause (b) of the last sentence of paragraph 1 hereof),
(iii) there has been no change, between the date hereof and prior to
the date the Loan is paid in full as provided in (i) above, in any Laws,
the effect of which change may be to make a lender or mortgagee liable in
respect of any Indemnified Matters notwithstanding the fact that no event,
circumstance or condition of the nature described in clause (ii) above
ever occurred, and
(iv) there exist no Indemnified Matters which are pending.
Notwithstanding the immediately preceding sentence, Indemnitor agrees that it
shall continue to be liable and shall pay for any and all litigation costs and
expenses (including, without limitation, attorneys' and experts' reasonable fees
and disbursements) incurred by any Bank or Administrative Agent in connection
with any claims, litigation, demands, defenses, judgments, suits and proceedings
which may thereafter be asserted against any Bank or Administrative Agent
arising from or out of any Hazardous Materials existing on, in, under or
affecting all or any portion of the Property or any surrounding areas at or
prior to the date of payment in full of the Loan as provided in clause (i)
above; provided, however, that the obligations of Indemnitor under this sentence
shall not extend to the payment of judicial awards (except for awards for costs
and expenses) which have been specifically rendered against any Bank or
Administrative Agent in such litigation. The Banks and Administrative Agent
agree to utilize counsel designated by Indemnitor, subject to Administrative
Agent's right of approval, not to be unreasonably withheld.
9. This Agreement shall continue to be effective, or be reinstated
automatically, as the case may be, if at any time payment, in whole or in part,
of any of the obligations indemnified against hereby is rescinded or otherwise
must be restored or returned by Administrative Agent or the Banks (whether as a
preference, fraudulent conveyance or otherwise) upon or in connection with the
insolvency, bankruptcy, dissolution, liquidation or reorganization of Indemnitor
or any other person, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, Indemnitor or
any other person or for a substantial part of Indemnitor's
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or any of such other person's property, as the case may be, or otherwise, all as
though such payment had not been made. Indemnitor further agrees that in the
event any such payment is rescinded or must be restored or returned, all costs
and expenses (including, without limitation, reasonable legal fees and expenses)
incurred by or on behalf of the Banks in defending or enforcing such continuance
or reinstatement, as the case may be, shall constitute costs of enforcement
which are covered by Indemnitor's indemnification obligations under this
Agreement.
10. Indemnitor represents and covenants to the Banks and
Administrative Agent that:
(i) if a corporation, partnership, venture, trust or limited
liability company, it is duly organized, validly existing and in good
standing under the laws of the state of its formation and has full power
and authority to execute, deliver and perform this Agreement; Indemnitor
will preserve and maintain such legal existence and good standing;
(ii) there are no actions, suits or proceedings pending or
threatened against or affecting Indemnitor, at law, in equity or before or
by any governmental authorities except actions, suits or proceedings which
are fully covered by insurance or would, if adversely determined, not be
likely to have a material adverse effect on Indemnitor's business or
financial condition; Indemnitor is not in material default with respect to
any order, writ, injunction, decree or demand of any court or governmental
authorities;
(iii) the consummation of the transactions contemplated hereby and
the performance of this Agreement have not resulted and will not result in
any breach of, or constitute a default under, any mortgage, deed of trust,
lease, bank loan or credit agreement, corporate charter, by-laws,
partnership agreement or other instrument to which Indemnitor is a party
or by which Indemnitor may be bound or affected; and
(iv) Indemnitor is in compliance with, and the transactions
contemplated by this Agreement do not and will not violate any provision
of, or require any filing, registration, consent or approval under, any
Laws presently in effect having applicability to Indemnitor; Indemnitor
will comply promptly with all Laws now or hereafter in effect having
applicability to it.
11. The Banks and/or Administrative Agent shall, at all times, be
free to independently establish to their reasonable satisfaction the existence
or nonexistence of any fact or facts the existence or nonexistence of which is a
condition of this Agreement.
12. This Agreement may be executed in one or more counterparts each
of which shall be deemed an original. Said counterparts shall constitute but one
and the same instrument and shall be binding upon, and shall inure to the
benefit of, each of the undersigned individually as fully and completely as if
all had signed but one
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instrument. The joint and several liability of the undersigned hereunder shall
be unaffected by the failure of any other person to execute any or all of said
counterparts.
13. All notices hereunder shall be in writing and shall be deemed to
have been sufficiently given or served for all purposes when sent by registered
or certified mail, if to Indemnitor at its address stated on the first page
hereof, and if to the Banks or Administrative Agent, to NAB at 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Mr. Xxxx Xxxxx, or at such other address of
which a party shall have notified the party giving such notice in writing in
accordance with the foregoing requirements.
14. No provision of this Agreement may be changed, waived,
discharged or terminated except in accordance with Section 12.02 of the Loan
Agreement.
15. INDEMNITOR HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT
OR THE BANKS ON THIS INDEMNITY AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO (I)
INJUNCTIVE RELIEF, (II) A TRIAL BY JURY, (III) INTERPOSE ANY COUNTERCLAIM
THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND (IV) HAVE THE SAME
CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING
HEREIN CONTAINED SHALL PREVENT OR PROHIBIT INDEMNITOR FROM INSTITUTING OR
MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH
RESPECT TO ANY ASSERTED CLAIM.
16. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO NEW
YORK'S PRINCIPLES OF CONFLICTS OF LAW). INDEMNITOR HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE CITY OF
NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND INDEMNITOR HEREBY AGREES AND CONSENTS THAT, IN ADDITION TO ANY
METHODS OF SERVICE OF PROCESS PROVIDED UNDER APPLICABLE LAW, ALL SERVICE OF
PROCESS IN ANY SUCH SUIT OR PROCEEDING IN ANY NEW YORK STATE OR FEDERAL COURT
SITTING IN THE CITY OF NEW YORK MAY BE MADE BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED, DIRECTED TO INDEMNITOR AT ITS ADDRESS INDICATED ON THE
COVER PAGE HEREOF, AND SERVICE SO MADE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE
SAME SHALL HAVE BEEN MAILED.
17. The obligations of Indemnitor under this Agreement are not
secured by the Mortgage.
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IN WITNESS WHEREOF, Indemnitor has caused this Agreement to be
executed and delivered as of the date first written above.
WESTFIELD AMERICA LIMITED PARTNERSHIP
By: Westfield America, Inc., its general partner
By /s/ Xxx Xxxxxx
-------------------------------------
Name: XXX XXXXXX
Title: SECRETARY
WESTFIELD AMERICA, INC.
By /s/ Xxx Xxxxxx
-------------------------------------
Name: XXX XXXXXX
Title: SECRETARY
PROMENADE LLC, a Delaware limited liability company
By: Westfield America Limited Partnership, a
Delaware limited partnership, its managing
member
By: Westfield America, Inc., its general
partner
By /s/ Xxx Xxxxxx
------------------------------------
Name: XXX XXXXXX
Title: SECRETARY
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SCHEDULE A
PARCEL 1:
PARCEL A OF PARCEL MAP L.A. NO. 2519, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 39 PAGE 92 OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2:
XXX 0 XX XXXXX XX. 00000, XX THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 811 PAGES 28 TO 30 INCLUSIVE OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 3:
NON-EXCLUSIVE EASEMENTS FOR AUTOMOBILE PARKING AND COMMON AREA USES, UTILITIES,
CONSTRUCTION PURPOSES, PEDESTRIAN WALKWAYS AND STAIRWAYS OVER THE "COMMON AREA"
OF XXX 0 XX XXXXX XX. 00000, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 811 PAGES 28 TO 30 INCLUSIVE OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND OVER PARCEL B OF
PARCEL MAP L.A. NO. 2519, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 39 PAGE 92 OF PARCEL MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS DEFINED AND CREATED IN THAT
CERTAIN DOCUMENT ENTITLED "CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT
AGREEMENT" DATED NOVEMBER 15, 1971, EXECUTED BY AND BETWEEN XXXXXX AETNA, A
CALIFORNIA PARTNERSHIP (HEREINAFTER CALLED "XXXXXX AETNA"), ADCOR REALTY
CORPORATION, A NEW YORK CORPORATION (HEREINAFTER CALLED "XXXXXXXX") AND SAKS &
COMPANY, A NEW YORK CORPORATION (HEREINAFTER CALLED "SAKS") AND RECORDED
FEBRUARY 16, 1972 AS INSTRUMENT NO. 3399, OFFICIAL RECORDS, AS SUPPLEMENTED BY
THAT CERTAIN AGREEMENT SUPPLEMENTAL TO CONSTRUCTION, OPERATION AND RECIPROCAL
EASEMENT AGREEMENT BY AND BETWEEN SAKS AND XXXXXX AETNA, DATED NOVEMBER 15, 1971
AND RECORDED FEBRUARY 16, 1972 AS INSTRUMENT NO. 3400, OFFICIAL RECORDS, AS
FURTHER SUPPLEMENTED BY THAT CERTAIN ADDITIONAL AGREEMENT SUPPLEMENTAL TO
CONSTRUCTION, OPERATION AND RECIPROCAL EASEMENT AGREEMENT BY AND BETWEEN SAKS
AND KAISER AETNA, DATED NOVEMBER 15, 1971 AND RECORDED SEPTEMBER 27, 1972 AS
INSTRUMENT NO. 3572, OFFICIAL RECORDS, AS AMENDED BY THAT CERTAIN FIRST
AMENDMENT THERETO, EXECUTED BY KAISER AETNA, XXXXXXXX, SAKS AND FEDERAL
DEPARTMENT STORES, INC., A DELAWARE CORPORATION (HEREINAFTER CALLED "FEDERAL"),
DATED SEPTEMBER 22, 1972, RECORDED SEPTEMBER 22, 1972 AS INSTRUMENT NO. 345,
OFFICIAL RECORDS, AND FURTHER AMENDED BY "SECOND AMENDMENT TO CONSTRUCTION,
OPERATION AND RECIPROCAL EASEMENT AGREEMENT" DATED JANUARY 31, 1995 EXECUTED BY
AND BETWEEN SHOPPING CENTER ASSOCIATES, A NEW YORK GENERAL PARTNERSHIP, X.
XXXXXX, INC., A DELAWARE CORPORATION, MACY'S PRIMARY REAL ESTATE, INC., A
DELAWARE CORPORATION AND AMERICAN MULTI-CINEMA, INC., A MISSOURI CORPORATION,
RECORDED FEBRUARY 23, 1995 AS INSTRUMENT NO. 95-296549, OFFICIAL RECORDS.
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