EXHIBIT 10.2
WAI SUBSCRIPTION AGREEMENT
WAI SUBSCRIPTION AGREEMENT, dated as of June 25, 1998, between
Westfield America, Inc.(ARBN 082 554 541), a Missouri corporation (the
"COMPANY") and Westfield American Investments Pty Limited (ACN 003 161 475), a
company organized under the laws of Australia ("WAI"), a subsidiary of Westfield
Holdings Limited (ACN 000 000 000), an Australian public company ("WHL") and
with respect to Section 5(b), WHL.
W I T N E S S E T H:
WHEREAS, the Company wishes to sell and Security Capital Preferred
Growth Incorporated ("SECURITY CAPITAL") wishes to purchase $75,000,060 (U.S.)
of Series C Cumulative Convertible Redeemable Preferred Stock of the Company
pursuant to a Series C Stock Purchase Agreement (the "SERIES C STOCK PURCHASE
AGREEMENT");
WHEREAS, Westfield America Management Limited, an Australian company
(the "MANAGER") has directed Perpetual Trustee Company Limited, an Australian
company (the "TRUSTEE") on behalf of Westfield America Trust, an Australian
public property trust,("WAT") to subscribe for and purchase, and the Company
desires to sell to the Trustee on behalf of WAT, 416,667 shares of Series D
Cumulative Convertible Redeemable Preferred Stock (the "SERIES D PREFERRED
STOCK"); and
WHEREAS, the Company wishes to sell and WAI wishes to buy 277,778
shares of Series D Stock of the Company, par value $1.00 (the "SHARES"),subject
to the terms and conditions contained herein.
NOW, THEREFORE, to implement the foregoing and in consideration of the
mutual agreements contained herein, the parties hereto hereby agree as follows:
1. PURCHASE AND SALE OF THE SHARES. Subject to all of the terms and
conditions of this Agreement, the Company agrees to sell and WAI agrees to
purchase the Shares on the Closing Date (as defined in Section 2) for a purchase
price of $50,000,040 (U.S.) The Shares shall have the rights set forth in the
Series D Certificate of Designation, in substantially the form attached as
Exhibit A hereto.
2. CLOSING.
(a) TIME AND PLACE. Subject to the satisfaction of the conditions
contained herein, the closing of the sale of the Shares (the "CLOSING") shall
take place simultaneously with the closing under the Series C Preferred Stock
Agreement (the "CLOSING DATE"). The Closing shall occur at the offices of
Westfield America, Inc., 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxxxxx,
Xxxxxxxxxx 00000.
(b) DELIVERY BY THE COMPANY. At the Closing, the Company shall
deliver to WAI a stock certificate registered in the WAI's name and representing
the Shares to be delivered at the Closing.
(c) DELIVERY BY WAI. At the Closing, WAI shall pay or cause to be
paid to the Company $50,000,040 (U.S.), by wire transfer of immediately
available funds to the account of the Company to a bank in New York City
designated by the Company, by notice to the WAI at least two Business Days prior
to Closing.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to WAI as follows:
(a) AUTHORIZATION. The Company has full power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof. The execution and
delivery of this Agreement and the consummation of the
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transactions contemplated hereby have been or will be duly authorized by the
Company.
(b) THE SHARES. The Shares, to be delivered by the Company at the
Closing, as of the Closing Date, will have been duly authorized for issuance
and, when delivered in accordance with this Agreement, will be validly issued,
fully paid and non-assessable.
(c) SERIES C PREFERRED STOCK PURCHASE AGREEMENT. The representations
and warranties of the Company contained in the Series C Preferred Stock Purchase
Agreement are true and correct in all material respects;
4. REPRESENTATIONS AND WARRANTIES OF WAI. WAI hereby represents and
warrants to the Company as follows:
(a) AUTHORIZATION. If Shareholder Approval is obtained, then WAI
will have full power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby in accordance with the terms
hereof. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby will be, if Shareholder Approval is
obtained, duly authorized by or on behalf of each of WAI.
"Shareholder Approval" means the passing by a meeting of shareholders
of WHL of a resolution authorizing and empowering WAI to, amongst other things,
enter into the transactions contemplated by this Agreement for the purposes of
the Listing Rules of the Australian Stock Exchange Limited.
(b) ACQUISITION FOR INVESTMENT: SOPHISTICATION: SOURCE OF FUNDS.
(i) WAI is acquiring the Shares for its own account for the purpose
of investment and not with a view to or for sale in connection with any
distribution thereof, and WAI has no present intention or plan to
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effect any distribution of Shares. WAI understands that the Company
will offer and sell the Shares to WAI pursuant to the exemption from
registration under the Securities Act contained in Rule 506 of
Regulation D promulgated thereunder. WAI is an "accredited investor" as
defined in Regulation D and is able to bear the economic risk of
acquisition of the Shares, can afford to sustain a total loss on such
investment and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risk of
the proposed investment. WAI has received copies of all of the periodic
reports filed with the Securities and Exchange Commission (the
"COMMISSION") since December 31, 1997, pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended and the Company's
Registration Statement on Form S-3 (Reg. No. 333-52977) as filed with
the Commission on June 1, 1998 (collectively the "DISCLOSURE DOCUMENTS")
and has been furnished the opportunity to ask questions of and receive
answers from representatives of the Company concerning the Disclosure
Documents and the business and financial affairs of the Company.
(ii) WAI understands that the Shares and the common stock to be
issued upon conversion thereof (the "CONVERSION STOCK") have not been
registered under the Securities Act or applicable state securities laws and
agrees not to sell, pledge or otherwise transfer any of the Shares or in
the absence of such registration or an opinion of counsel reasonably
satisfactory to the Company that such registration is not required. WAI
acknowledges that the Company is not required to register the Shares or the
Conversion Stock.
(c) LEGENDS
WAI acknowledges and agrees that any certificates evidencing the
Series D Preferred Stock purchased pursuant to this Agreement and the Conversion
Stock issuable upon
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conversion thereof shall be stamped or endorsed with legends in substantially
the following form and shall be subject to the provisions of such legends:
"THE SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED,
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM AND AS SET FORTH HEREIN.
"THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE
ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, (2) IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO (i) THE RECEIPT BY THE
ISSUER OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT
SUCH REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, AND (ii) THE RECEIPT BY THE ISSUER OF SUCH OTHER EVIDENCE
REASONABLY ACCEPTABLE TO THE ISSUER THAT SUCH REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS, (3) TO THE ISSUER, ITS AFFILIATES, AND (4) IN THE CASE OF
A TRANSFER UNDER (1), (2) OR (3) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE."
WAI acknowledges and agrees that each certificate in respect of the
Series D Preferred Stock shall bear the following additional legend:
"THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON OWNERSHIP AND TRANSFER
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FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL
ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED. NO INDIVIDUAL MAY BENEFICIALLY OWN SHARE IN EXCESS OF THE THEN
APPLICABLE OWNERSHIP LIMIT, WHICH MAY DECREASE OR INCREASE FROM TIME TO
TIME, UNLESS SUCH INDIVIDUAL IS AN EXISTING HOLDER. IN GENERAL, ANY
INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY OWN SHARES IN EXCESS OF THE
OWNERSHIP LIMIT MUST IMMEDIATELY NOTIFY THE CORPORATION. ALL
CAPITALIZED TERMS USED IN THIS LEGEND HAVE THE MEANINGS SET FORTH IN THE
ARTICLES OF INCORPORATION, A COPY OF WHICH, INCLUDING THE RESTRICTIONS
ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH
SHAREHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON OWNERSHIP AND
TRANSFER ARE VIOLATED, THE PREFERRED SHARES REPRESENTED HEREBY MAY BE
AUTOMATICALLY EXCHANGED FOR EXCESS SHARES AND DEEMED TRANSFERRED TO A
SPECIAL TRUST AS PROVIDED IN THE ARTICLES OF INCORPORATION."
WAI acknowledges and agrees that the certificates in respect of the
Conversion Stock shall bear the following additional legend.
"THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S
MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED. NO INDIVIDUAL MAY BENEFICIALLY
OWN SHARES IN EXCESS OF THE THEN APPLICABLE OWNERSHIP LIMIT, WHICH MAY
DECREASE OR INCREASE FROM TIME TO TIME, UNLESS SUCH INDIVIDUAL IS AN
EXISTING HOLDER. IN GENERAL, ANY INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY
OWN SHARES IN EXCESS OF THE OWNERSHIP LIMIT MUST IMMEDIATELY NOTIFY THE
CORPORATION. ALL CAPITALIZED TERMS USED IN THIS LEGEND HAVE THE MEANINGS
SET FORTH IN THE ARTICLES OF INCORPORATION, A COPY OF WHICH, INCLUDING THE
RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH
SHAREHOLDER WHO SO REQUESTS. IF
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THE RESTRICTIONS ON OWNERSHIP AND TRANSFER ARE VIOLATED, THE COMMON
SHARES REPRESENTED HEREBY MAY BE AUTOMATICALLY EXCHANGED FOR EXCESS
SHARES AND DEEMED TRANSFERRED TO A SPECIAL TRUST AS PROVIDED IN THE
ARTICLES OF INCORPORATION.
5. COVENANTS.
(a) COVENANTS OF THE COMPANY. The Company hereby covenants to submit
to a shareholder vote at its 1999 Annual Meeting (the "1999 ANNUAL MEETING") or
at a special shareholder meeting held prior to such time, the question of
whether the Series D Preferred Stock shall be convertible into common stock, par
value $0.01 per share, of the Company (the "PROPOSITION").
(b) COVENANTS BY WHL AND WAI.
(i) WHL SHAREHOLDER MEETING. WHL hereby agrees to convene a
meeting of shareholders of WHL for the purpose of seeking Shareholder Approval
as soon as practicable, but in no event later than August 1, 1998.
(ii) 1999 ANNUAL MEETING. WHL agrees to attend and to cause its
subsidiaries holding common stock, par value $0.01 per share, of the Company to
attend, in person or by proxy, the 1999 Annual Meeting or at a special
shareholder meeting held prior to such time, and to vote upon the Proposition.
(iii) Registration Rights Waiver. WHL hereby (i) waives its right
under the Registration Rights Agreement, dated as of May 21, 1997, between
the Company and WHL (the "WHL REGISTRATION RIGHTS AGREEMENT") to have
included its Registrable Securities (as defined in the WHL Registration
Rights Agreement) in the Company's Registration Statement on Form S-3 (No.
333-52977) and (ii) consents, under Sections 2.1 and 2.2 of the WHL
Registration Rights Agreement, to the rights granted under Registration
Rights Agreement,
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between the Company and Security Capital, dated the date hereof, (the
"SECURITY CAPITAL REGISTRATION RIGHTS AGREEMENT", to the holders of
Registrable Shares (as defined therein). The Company and WHL hereby
agree that the Sections 2.1 and 2.2 of the WHL Registration Rights
Agreement are hereby amended to the limited extent necessary to ensure
that such Agreement does not conflict with, or limit in any way, the
rights granted to the holders of Registrable Shares under the Security
Capital Registration Rights Agreement.
6. CONDITIONS.
(a) CONDITIONS TO THE OBLIGATIONS OF THE TRUSTEE. The
obligation of the Trustee to purchase the Shares at the Closing is subject to
the satisfaction or waiver at or prior to the Closing Date of the following
conditions:
(i) Shareholder Approval;
(ii) The representations and warranties of the Company contained in
this Agreement shall be true and correct in all material respects at and as
of the date hereof, and true and correct in all material respects at and as
of the Closing Date as if made at and as of such time;
(iii) No Bankruptcy Event or Acceleration Event with respect to the
Company shall have occurred and be continuing, and WAI shall have received
a certificate of the president or a co-president, chief financial officer
or a vice president of the Company, dated as of the Closing Date, to the
effect that no such Bankruptcy Event or Acceleration Event has occurred and
is continuing (in each case, subject to clause (y) of the definition of
"Acceleration Event").
A "BANKRUPTCY EVENT" shall occur with respect to the Company if (x) a
court of appropriate jurisdiction enters an order or decree under any
Bankruptcy Law that
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(A) is for relief against the Company in an involuntary case, (B)
appoints a Receiver of the Company or for all or substantially all of
its property or (C) orders the liquidation of the Company; or (y) the
Company pursuant to or within the meaning of any Bankruptcy Law (A)
commences a voluntary case, (B) consents to the entry of an order for
relief in an involuntary case, (C) consents to the appointment of a
Receiver of it or for all or substantially all of its property, or (D)
makes a general assignment for the benefit of its creditors.
An "ACCELERATION EVENT" shall occur with respect to the Company if the
Company defaults under the terms of any agreement or instrument evidencing
or under which the Company has at the date of this Agreement or hereafter
outstanding any Senior Indebtedness that is full recourse to the Company
and such Senior Indebtedness shall be accelerated so that the same shall be
or become due and payable prior to the date on which the same would
otherwise become due and payable and the aggregate principal amount thereof
so accelerated exceeds U.S.$150,000,000 and such acceleration is not
rescinded or annulled within 90 Business Days; PROVIDED, HOWEVER, that (x)
if such default under such agreement or instrument is remedied or cured by
the Company or waived by the holders of such Senior Indebtedness, then the
Acceleration Event hereunder by reason thereof shall be deemed likewise to
have been thereupon remedied, cured or waived or (y) if the Company
provides to WAI a certificate of the president or a co-president, chief
financial officer or a vice president of the Company to the effect that the
Company holds sufficient funds, or has sufficient availability under its
credit facilities, to discharge such Senior Indebtedness, then for all
purposes of this Agreement the Acceleration Event shall be deemed not to
have occurred.
For the purposes of this Section 6:
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"BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.
"BUSINESS DAY" means any day other than a Saturday, Sunday or a day on
which banking institutions in New York are authorized or obligated by law
or executive order to close.
"INDEBTEDNESS" means (i) the principal obligations of the Company for
borrowed money (other than (x) the deferred purchase price of property or
services and (y) indebtedness to trade creditors and service providers
incurred in the ordinary course of business) and (ii) the principal
obligations of the Company evidenced by bonds, notes, debentures or other
similar instruments.
"RECEIVER" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.
"SENIOR INDEBTEDNESS" means any Indebtedness of the Company that is
not subordinated in right of payment to any other Indebtedness of the
Company.
(iv) The Company shall have performed in all material respects its
obligations under this Agreement required to be performed by it at or prior
to the Closing Date pursuant to the terms hereof;
(v) The closing under the Series C Preferred Stock Purchase Agreement
shall be occurring simultaneously with the Closing of the Shares; and
(vi) The Company shall have delivered a legal opinion in a form to be
mutually agreed by WAI and the Company.
(b) CONDITIONS TO THE OBLIGATIONS OF THE COMPANY. The obligation of
the Company to sell the Shares at the
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Closing is subject to the satisfaction or waiver at or prior to the Closing
Date of the following conditions:
(i) The representations and warranties of WAI contained in this
Agreement shall be true and correct in all material respects at and as of
the date hereof, and true and correct in all material respects at and as of
the Closing Date as if made at and as of such time; and
(ii) WAI shall have performed in all material respects its
obligations under this Agreement required to be performed by it at or prior
to the Closing Date pursuant to the terms hereof.
7. MAINTENANCE OF REIT STATUS.
(a) So long as WHL or any of its wholly-owned subsidiaries (a "WHL
Entity") owns any of the Series D Equity Shares, the Company will continue to be
taxed as a real estate investment trust pursuant to Sections 856 through 860 of
the Code.
(b) If the Company shall fail to continue to be taxed as a real
estate investment trust pursuant to Sections 856 through 860 of the Code (a
"REIT-TERMINATION EVENT"), each WHL Entity shall have the right to require
the Company, to the extent the Company shall have funds legally available
therefor, to repurchase any or all of the Series D Equity Shares held by such
WHL Entity at a repurchase price payable in cash (the "REIT-REPURCHASE
PAYMENT") in an amount equal to 115% of the Liquidation Preference thereof,
plus accrued and unpaid dividends whether or not declared, if any to the date
of repurchase or the date payment is made available (the "REIT-REPURCHASE
DATE").
(c) Within 15 days following the Company becoming aware that a
REIT-Termination Event has occurred, the Company shall mail by first class
mail or recognized overnight courier a notice to each WHL Entity holding
Series
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D Equity Shares stating (A) that a REIT-Termination Event has occurred and
that such holder has the right to require the Company to repurchase any or
all of the Series D Equity Shares, (B) the date of repurchase (which shall be
a Business Day, no earlier than 30 days and no later than 60 days from the
date such notice is mailed, or such later date as may be necessary to comply
with the requirements of the Exchange Act), (C) the repurchase price and (D)
the instructions determined by the Company, consistent with this subsection,
that such holder must follow in order to have the Series D Equity Shares
repurchased.
(d) On the REIT-Repurchase Date, the Company, to the extent lawful,
shall accept for payment Series D Equity Shares or portions thereof tendered by
the WHL Entities pursuant to the REIT-Repurchase Offer and promptly, by wire
transfer of immediately available funds to such holders, as directed by such
holders, send an amount equal to the REIT-Repurchase Payment in respect of all
Series D Equity Shares, or portions thereof so tendered.
(e) Notwithstanding anything else herein, to the extent they are
applicable to any REIT-Repurchase Offer, the Company will comply with any
federal and state securities laws, rules and regulations and all time periods
and requirements shall be adjusted accordingly.
8. MISCELLANEOUS.
(a) NOTICES. All notices and other communications made in
connection with this Agreement shall be in writing and shall be (A) sent by
facsimile, with a copy mailed by first-class, registered or certified mail,
return receipt requested, postage prepaid, or (B) transmitted by hand delivery,
addressed as follows (or at such other address as may be specified in writing to
the other party hereto):
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(i) if to the Company, to:
Westfield America, Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopy: 000-000-0000
Attention: Xxx Xxxxxx, Secretary
(ii) if to WAI, to:
Xxxxxxxxx Xxxxxxxx Xxxxxxx
Xxxxx 00 Xxxxxxxxx Xxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx XXX 0000 Xxxxxxxxx
Telecopy: 011 612 93587077
Attention: Xxxxx van der Laan
All such notices and communications shall be deemed to have been
received on the date of delivery.
(b) BINDING EFFECT; BENEFITS, ETC. This Agreement shall be binding
upon and inure to the benefit of the parties to this Agreement and their
respective successors and assigns. Nothing in this Agreement, express or
implied, is intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or assigns any benefit
or any legal or equitable right, remedy or claim under or in respect of any
agreement or any provision contained herein.
(c) WAIVER; AMENDMENT. (i) WAIVER. No amendment, modification or
discharge of this Agreement, and no waiver hereunder, shall be valid or binding
unless set forth in writing and duly executed by the party against whom
enforcement of the amendment, modification, discharge or waiver is sought. Any
such waiver or instance shall constitute a waiver, modification or discharge, as
the case may be, only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party granting such waiver
in any other respect or at any
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other time.
(ii) AMENDMENT. This Agreement may be amended, modified or
supplemented only by a written instrument executed by the Company and WAI.
(d) ASSIGNABILITY. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by the Company or WAI without the prior written consent of the other
party.
(e) SEPARABILITY. In case any provision in this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
(f) GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN
ANY MANDATING THE APPLICATION OF SUCH LAWS).
The Company and WAI each irrevocably submits to the non-exclusive
jurisdiction of any New York State or United States Federal court sitting in the
City of New York over any suit, action or proceeding arising out of or relating
to this Agreement. The Company and WAI each irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in any such court and any
claim that any such proceeding brought in such court has been brought in an
inconvenient forum. The Company and WAI each agree that final judgment in any
such suit, action or proceeding brought in such a court shall be conclusive and
binding on it and may be enforced in any court to the jurisdiction of which it
is subject by a suit upon such judgment. The Company and WAI each hereby
irrevocably consent to service of copies of the summonses and complaints and any
other process. Such service may be
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made by mailing or delivering a copy of such process to their respective
addresses set forth above or by any other means provided for by applicable
law.
(g) SECTION AND OTHER HEADINGS, ETC. The section and other
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.
(h) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed this Subscription
Agreement by their authorized representatives as of the date first above
written.
WESTFIELD AMERICA, INC.
By:/s/ Xxxxx X. Xxxx
-----------------
Name: Xxxxx X. Xxxx
Title: Co-President
WESTFIELD AMERICAN INVESTMENTS PTY
LIMITED
By:/s/ Xxxxx Van Der Laan De Vries
-------------------------------
Name: Xxxxx van der Laan de Viries
Title:
Agreed with respect to
Section 5 (b).
WESTFIELD HOLDINGS LIMITED
By:/s/ Xxxxx Van Der Laan De Vries
-------------------------------
Name: Xxxxx van der Laan de Vries
Title:
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