EXHIBIT 10.18
MERIDEN SQUARE
MERIDEN, CONNECTICUT
AMENDED AND RESTATED
ASSIGNMENT OF MANAGEMENT AGREEMENT
THIS AMENDED AND RESTATED ASSIGNMENT OF MANAGEMENT AGREEMENT is made
as of the ___ day of May, 1997, between WESTFIELD AMERICA, INC. (formerly known
as CenterMark Properties, Inc.), a Missouri corporation ("Assignor"), and
CENTERMARK MANAGEMENT COMPANY, a Delaware general partnership ("Assignee").
W I T N E S S E T H T H A T:
WHEREAS, Assignor was the manager of that certain regional shopping
center known as Meriden Square, located in Meriden, Connecticut (the "Premises")
pursuant to that certain Management Agreement, dated as of June 1, 1989, between
Meriden Square Partnership, a Connecticut general partnership ("Owner"), and
Assignor, as amended by that certain First Amendment to Management Agreement,
dated as of February 4, 1994, between Owner and Assignor (as amended, the
"Meriden Management Agreement");
WHEREAS, Assignor performed certain leasing and tenant coordination
services with respect to the Premises pursuant to that certain Leasing and
Tenant Coordination Agreement, dated as of June 1, 1989, between Owner and
Assignor, as amended by that certain First Amendment to Leasing and Tenant
Coordination Agreement, dated as of February 4, 1994, between Owner and Assignor
(as amended, the "Leasing and Tenant Coordination Agreement"; the Meriden
Management Agreement and the Leasing and Tenant Coordination Agreement are
hereinafter referred to collectively as the "Assigned Agreements");
WHEREAS, Assignor assigned its interest under the Assigned Agreements
to Assignee pursuant to an Assignment of Management Agreement, dated February
11, 1994, between Assignor and Assignee, as amended by Amended and Restated
Assignment of Management Agreement, dated as of July 1, 1996, between Assignor
and Assignee (as amended, the "Original Assignment"); and
WHEREAS, Assignor and Assignee desire to amend and restate the
Original Assignment in its entirety.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
and restate the Original Assignment in its entirety to read as follows:
1. Assignor hereby assigns, transfers and sets over to Assignee all
of Assignor's right, title and interest in, to and under the Assigned
Agreements, and Assignee hereby accepts such assignment and assumes all
obligations arising thereunder from and after January 1, 1995. If Assignor
shall terminate or elect not to renew all of the Management Agreements
between Assignor or its affiliates and Assignee set forth on SCHEDULE I
attached hereto in accordance with the terms of Article XVI thereof,
Assignor shall have the right to simultaneously notify Assignee of its
election to have Assignee re-assign the Assigned Agreements (at no cost or
expense to Assignee) to Assignor.
2
IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date first above written.
ASSIGNOR
WESTFIELD AMERICA, INC.
By:
---------------------------------
Name:
Title:
ASSIGNEE
CENTERMARK MANAGEMENT COMPANY
By: WESTFIELD SERVICES, INC.,
managing general partner
By:
----------------------------
Name:
Title:
3
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
MISSION VALLEY CENTER
SAN DIEGO, CALIFORNIA
AMENDED AND RESTATED
ASSIGNMENT OF MANAGEMENT AGREEMENT
THIS AMENDED AND RESTATED ASSIGNMENT OF MANAGEMENT AGREEMENT is made
as of the ___ day of May, 1997, between WESTFIELD AMERICA, INC. (formerly known
as CenterMark Properties, Inc.), a Missouri corporation ("Assignor"), and
CENTERMARK MANAGEMENT COMPANY, a Delaware general partnership ("Assignee").
W I T N E S S E T H T H A T:
WHEREAS, Assignor was the manager of that certain regional shopping
center known as Mission Valley Center (including Mission Valley East and
Mission Valley West), located in San Diego, California (the "Premises")
pursuant to that certain Management Agreement, dated as of April 8, 1986,
between Assignor and Mission Valley Partnership, a California limited
partnership ("Owner"), as amended by that certain First Amendment to
Management Agreement, dated as of February 1, 1994, between Assignor and
Owner (as amended, the "Assigned Agreement");
WHEREAS, Assignor assigned its interest under the Assigned
Agreement to Assignee pursuant to an Assignment of Management Agreement,
dated February 11, 1994, between Assignor and Assignee, as amended by Amended
and Restated Assignment of Management Agreement, dated as of July 1, 1996,
between Assignor and Assignee (as amended, the "Original Assignment"); and
WHEREAS, Assignor and Assignee desire to amend and restate the
Original Assignment in its entirety.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
and restate the Original Assignment in its entirety to read as follows:
1. Assignor hereby assigns, transfers and sets over to Assignee all
of Assignor's right, title and interest in, to and under the Assigned
Agreement, and Assignee hereby accepts such assignment and assumes all
obligations arising thereunder from and after January 1, 1995. If Assignor
shall terminate or elect not to renew all of the Management Agreements
between Assignor or its affiliates and Assignee set forth on Schedule I
attached hereto in accordance with the terms of Article XVI thereof,
Assignor shall have the right to simultaneously notify Assignee of its
election to have Assignee re-assign the Assigned Agreements (at no cost or
expense to Assignee) to Assignor.
2
IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date first above written.
ASSIGNOR
WESTFIELD AMERICA, INC.
By:
---------------------------------
Name:
Title:
ASSIGNEE
CENTERMARK MANAGEMENT COMPANY
By: WESTFIELD SERVICES, INC.,
managing general partner
By:
----------------------------
Name:
Title:
3
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
PLAZA CAMINO REAL
CARLSBAD, CALIFORNIA
AMENDED AND RESTATED
ASSIGNMENT OF MANAGEMENT AGREEMENT
THIS AMENDED AND RESTATED ASSIGNMENT OF MANAGEMENT AGREEMENT is made
as of the ___ day of May, 1997, between WESTFIELD AMERICA, INC. (formerly known
as CenterMark Properties, Inc.), a Missouri corporation ("Assignor"), and
CENTERMARK MANAGEMENT COMPANY, a Delaware general partnership ("Assignee").
W I T N E S S E T H T H A T:
WHEREAS, Assignor was the manager of that certain regional shopping
center known as Plaza Camino Real Mall, located in Carlsbad, California (the
"Premises") pursuant to that certain Management Agreement, dated as of February
11, 0000, xxxxxxx Xxxxx Xxxxxx Xxxx, a California limited partnership, and
Assignor (the "Assigned Agreement");
WHEREAS, Assignor assigned its interest under the Assigned Agreement
to Assignee pursuant to an Assignment of Management Agreement, dated February
11, 1994, between Assignor and Assignee, as amended by Amended and Restated
Assignment of Management Agreement, dated as of July 1, 1996, between Assignor
and Assignee (as amended, the "Original Assignment"); and
WHEREAS, Assignor and Assignee desire to amend and restate the
Original Assignment in its entirety.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
and restate the Original Assignment in its entirety to read as follows:
1. Assignor hereby assigns, transfers and sets over to Assignee all
of Assignor's right, title and interest in, to and under the Assigned
Agreement, and Assignee hereby accepts such assignment and assumes all
obligations arising thereunder from and after January 1, 1995. If Assignor
shall terminate or elect not to renew all of the Management Agreements
between Assignor or its affiliates and Assignee set forth on Schedule I
attached hereto in accordance with the terms of Article XVI thereof,
Assignor shall have the right to simultaneously notify Assignee of its
election to have Assignee re-assign the Assigned Agreements (at no cost or
expense to Assignee) to Assignor.
IN WITNESS WHEREOF, the parties have executed this Assignment as of
the date first above written.
ASSIGNOR
WESTFIELD AMERICA, INC.
By:
---------------------------------
Name:
Title:
ASSIGNEE
CENTERMARK MANAGEMENT COMPANY
By: WESTFIELD SERVICES, INC.,
managing general partner
By:
----------------------------
Name:
Title:
2
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
