FIRST AMENDMENT TO
MANAGEMENT LETTER AGREEMENT
THIS FIRST AMENDMENT TO MANAGEMENT LETTER AGREEMENT, dated as of
May 21, 1997, by and between WESTFIELD AMERICA, INC., a Missouri corporation
(formerly known as CenterMark Properties, Inc.) ("Owner"), and CENTERMARK
MANAGEMENT COMPANY, a Delaware partnership ("Manager").
W I T N E S S E T H:
WHEREAS, Owner and Manager are parties to that certain Letter
Agreement (the "Original Management Letter Agreement"), dated as of July 1,
1996, relating to the management by the Manager of certain properties owned
by the Owner or in which the Owner or its subsidiaries is a joint venture
partner;
WHEREAS, Exhibit A to the Original Management Letter Agreement is
the form of management agreement (the "Form Management Agreement") to be used
by the Manager and the Owner (or its subsidiary or Joint Venture) with
respect to any future property to be managed by the Manager for Owner (or its
subsidiary or Joint Venture);
WHEREAS, Owner and Manager desire to amend the Original Management
Letter Agreement in the manner hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Owner and Manager agree as
follows:
1. DEFINITIONS. All capitalized terms used herein without
definition shall have the respective meanings set forth in the Original
Management Letter Agreement.
2. AMENDMENT TO EXHIBIT A TO THE ORIGINAL MANAGEMENT LETTER
AGREEMENT. Exhibit A to the Original Management Letter Agreement is hereby
amended by substituting the Exhibit A attached hereto therefor so as to
reflect certain agreed upon modifications to the Form Management Agreement.
3. RATIFICATION. Except as amended hereby, the Original
Management Letter Agreement is hereby ratified and remains in full force and
effect.
4. 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 Amendment 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.
5. EFFECTIVE DATE. This Amendment shall be effective as of the
closing of the initial public offering of common stock of the Owner pursuant
to its Registration Statement on Form S-11 (No. 333-22731).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed as of the date first above written.
OWNER:
WESTFIELD AMERICA, INC.
By: /s/ Xxxxx Xxxx
------------------------
Name: Xxxxx Xxxx
Title: Co-President
MANAGER:
CENTERMARK MANAGEMENT
COMPANY
By: Westfield Services, Inc.
a general partner
By: /s/ Xxxxxxx Xxxxx
-------------------
Name: Xxxxxxx Xxxxx
Title: Co-President
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EXHIBIT A*
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* The Form of Management Agreement is set forth on Exhibit 10.14 and is hereby
incorporated by reference.
