ANNAPOLIS MALL
ANNAPOLIS, MARYLAND
AMENDED AND RESTATED
SUBCONTRACT OF MANAGEMENT RIGHTS
THIS AMENDED AND RESTATED SUBCONTRACT OF MANAGEMENT RIGHTS, dated
as of May , 1997, is made by and between CENTERMARK PROPERTIES OF
ANNAPOLIS, INC., a Delaware corporation ("Managing Partner"), and CENTERMARK
MANAGEMENT COMPANY, a Delaware general partnership ("Sub-Manager").
RECITALS
A. Managing Partner is the managing general partner of Annapolis
Mall Limited Partnership (the "Partnership"), the owner of the Annapolis
Mall, Xxxx Arundel County, Maryland (the "Property").
B. Pursuant to that certain Limited Partnership Agreement, dated
May 2, 1979, for the Partnership, as amended (the "Partnership Agreement"),
Managing Partner is responsible for providing normal property management and
leasing services for the Property on the terms and conditions set forth
therein.
C. Managing Partner subcontracted the management services to
Sub-Manager pursuant to that certain Subcontract of Management Rights (the
"Original Subcontract"), dated as of July 1, 1996.
D. Managing Partner and Sub-Manager desire to amend and restate the
Original Subcontract in its entirety.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Managing Partner and
Sub-Manager hereby amend and restate the Original Subcontract in its entirety
as follows:
1. Manager hereby engages Sub-Manager, effective on the Assumption
Date (as such term is defined in that certain Letter Agreement, dated July 1,
1996, between Westfield America, Inc. (formerly known as CenterMark
Properties, Inc.) and Sub-Manager, as amended), to provide all of the
property management and leasing services relating to the Property required to
be performed by Managing Partner under the Partnership Agreement upon the
terms and conditions set forth in the form of Management Agreement
attached hereto as Exhibit A (the "Form Management Agreement"), PROVIDED that
(A) all references in the Form Management Agreement to Owner shall be deemed
to refer to Managing Partner, (B) the Sub-Manager's rights and obligations
shall in all events be subject and subordinate to the terms of the
Partnership Agreement and in no event shall the Sub-Manager have any greater
rights or responsibilities with respect to the management and leasing of the
Property than are granted to or imposed on Managing Partner under the
Partnership Agreement or to the manager under the Form Management Agreement
and (C) the fee and other amounts payable to Sub-Manager shall be equal
to, and payable upon the same terms as, the management and related fees
payable to Managing Partner under the Partnership Agreement.
2. If Managing Partner shall terminate or elect not to renew all of
the Management Agreements between Managing Partner or its affiliates and
Sub-Manager set forth on Schedule I attached hereto in accordance with the
terms of Article XVI thereof, Managing Partner shall have the right to
simultaneously notify Sub-Manager of its election to terminate this
Subcontract.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first above written.
WESTFIELD AMERICA, INC.
By:
---------------------------------
Name:
Title:
CENTERMARK MANAGEMENT COMPANY
By: WESTFIELD SERVICES, INC.,
managing general partner
By:
----------------------------
Name:
Title:
2
EXHIBIT A*
---------
* See Form of Management Agreement Attached Exhibit A to
Exhibit 10.14
SCHEDULE 1
OTHER MANAGEMENT AGREEMENTS
Separate Management Agreements, each dated as July 1, 1996, as amended, with
respect to each of the following shopping centers:
Connecticut Post Mall
Eagle Rock Plaza
Eastland Shopping Center
Enfield Center
Mid Rivers Mall
Xxxxxxxxxx Mall
Plaza Xxxxxx
South County Center
South Shore Mall
Trumbull Mall
West County Center
Plaza at Xxxx Xxxxxx
Xxxx Xxxx Xxxx
Xxxxxxxx Center
VANCOUVER MALL
VANCOUVER, WASHINGTON
AMENDED AND RESTATED
SUBCONTRACT OF MANAGEMENT RIGHTS
THIS AMENDED AND RESTATED SUBCONTRACT OF MANAGEMENT RIGHTS, dated as
of May __, 1997, is made by and between CENTERMARK PROPERTIES OF VANCOUVER,
INC., a Delaware corporation ("Managing Partner"), and CENTERMARK MANAGEMENT
COMPANY, a Delaware general partnership ("Sub-Manager").
RECITALS
A. Managing Partner is the managing general partner of Vancouver
Mall (the "Partnership"), the owner of the Vancouver Mall, Vancouver, Washington
(the "Property").
B. Pursuant to that certain Joint Venture Agreement, dated as of
September 29, 1975, for the Partnership, as amended (the "Partnership
Agreement"), Managing Partner is responsible for providing normal property
management and leasing services for the Property on the terms and conditions set
forth therein.
C. Managing Partner subcontracted the management services to Sub-
Manager pursuant to that certain Subcontract of Management Rights (the "Original
Subcontract"), dated as of July 1, 1996.
D. Managing Partner and Sub-Manager desire to amend and restate the
Original Subcontract in its entirety.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Managing Partner and Sub-Manager
hereby amend and restate the Original Subcontract in its entirety as follows:
1. Manager hereby engages Sub-Manager, effective on the Assumption
Date (as such term is defined in that certain Letter Agreement, dated July 1,
1996, between Westfield America, Inc. (formerly known as CenterMark Properties,
Inc.) and Sub-Manager, as amended, to provide all of the property management and
leasing services relating to the Property required to be performed by Managing
Partner under the Partnership Agreement upon the terms and conditions set forth
in the form of Management Agreement attached hereto as Exhibit A (the "Form
Management Agreement"), PROVIDED that (a) all references in the Form Management
Agreement to Owner shall be deemed to refer to Managing Partner, (b) the Sub-
Manager's rights and obligations shall in all events be subject and subordinate
to the terms of the Partnership Agreement and in no event shall the Sub-Manager
have any greater rights or responsibilities with respect to the management and
leasing of the Property than are granted to or imposed on Managing Partner under
the Partnership Agreement or to the manager under the Form Management Agreement
and (c) the fee and other amounts payable to Sub-Manager shall be equal to, and
payable upon the same terms as, the management and related fees payable to
Managing Partner under the Partnership Agreement.
2. If Managing Partner shall terminate or elect not to renew all of
the Management Agreements between Managing Partner or its affiliates and Sub-
Manager set forth on Schedule I attached hereto in accordance with the terms of
Article XVI thereof, Managing Partner shall have the right to simultaneously
notify Sub-Manager of its election to terminate this Subcontract.
2
IN WITNESS WHEREOF, this Agreement has been executed as of the date
and year first above written.
WESTFIELD AMERICA, INC.
By:
---------------------------------
Name:
Title:
CENTERMARK MANAGEMENT COMPANY
By: WESTFIELD SERVICES, INC.,
managing general partner
By:
---------------------------------
Name:
Title:
3
EXHIBIT A*
---------
* See Exhibit A, Form of Management Agreement Attached Exhibit A to
Exhibit 10.14
SCHEDULE 1
OTHER MANAGEMENT AGREEMENTS
Separate Management Agreements, each dated as July 1, 1996, as amended, with
respect to each of the following shopping centers:
Connecticut Post Mall
Eagle Rock Plaza
Eastland Shopping Center
Enfield Center
Mid Rivers Mall
Xxxxxxxxxx Mall
Plaza Xxxxxx
South County Center
South Shore Mall
Trumbull Mall
West County Center
Plaza at Xxxx Xxxxxx
Xxxx Xxxx Xxxx
Xxxxxxxx Center
