STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT (this "AGREEMENT") is dated as of November
17, 1997 and entered into by and between XXXXXX X. XXXXXXX, XX., AN
INDIVIDUAL ("PLEDGOR"), and THE MACERICH COMPANY, a Maryland corporation
("SECURED PARTY").
WITNESSETH
WHEREAS, pursuant to the terms of a promissory note dated of even date
herewith executed by Pledgor in favor of Secured Party (said promissory note,
as it may hereafter be amended, supplemented or otherwise modified from time
to time, being the "NOTE," the terms defined therein and not otherwise
defined herein being used herein as therein defined), Secured Party has
agreed to loan (the "LOAN") up to one million dollars ($1,000,000) to Pledgor;
WHEREAS, the proceeds of the Loan will be used to pay for the purchase
by Pledgor of shares of common stock of the Secured Party; and
WHEREAS, as a condition to the making of such Loans by Secured Party the
repayment of which is evidenced by the Note, Pledgor has agreed to grant the
security interests and undertake the obligations contemplated by this
Agreement.
NOW, THEREFORE, in consideration of the premises and in order to induce
Secured Party to make the Loan the repayment of which is evidenced by the
Note and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, Pledgor hereby agrees with Secured Party as
follows:
SECTION 1. CERTAIN DEFINITIONS. The following terms used in this
Agreement shall have the following meanings:
"AGREEMENT" means this Pledge Agreement dated as of November 17, 1997 by
and between Pledgor and Secured Party.
"BOARD" means the Board of Directors of Secured Party, or the
Compensation Committee thereof.
"CONTRACTUAL OBLIGATION," as applied to any Person, means any provision
of any security issued by that Person or of any material indenture, mortgage,
deed of trust, contract,
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undertaking, agreement or other instrument to which that Person is a party or
by which it or any of its properties is bound or to which it or any of its
properties is subject.
"EVENT OF DEFAULT" has the meaning assigned to such term in the Note.
"FAIR MARKET VALUE," with respect to shares of the Company's common
stock or any other securities, means the average closing sale price as
reported on the New York Stock Exchange (or such other national exchange or
market system on which the Company's common stock or such other securities
may then be listed or quoted) for the ten (10) trading days immediately
preceding the date of valuation or such other method as may be required by
applicable Legal Limits, or, if the Company's common stock or such other
securities are not listed or quoted on a national exchange or market system,
then a value determined in good faith by the Board. "Fair Market Value," with
respect to any other property shall be determined in good faith by the Board
of Directors.
"LEGAL LIMITS" means any legal restrictions applicable to the release of
the Pledged Collateral and the extension or maintenance of credit or its
repayment, including without limitation those included in Regulation G of the
Federal Reserve Board.
"LIEN" means any lien, mortgage, pledge, assignment, security interest,
charge or encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof, and any agreement
to give any security interest) and any option, trust or other preferential
arrangement having the practical effect of any of the foregoing.
"LOAN" has the meaning assigned to such term in the recitals to this
Agreement.
"MANDATORY REPAYMENT OBLIGATIONS" means the obligations of Pledgor to
repay the Note pursuant to Section 2 of the Note.
"NOTE" has the meaning assigned to such term in the recitals to this
Agreement.
"PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, joint stock companies, joint ventures,
associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and
governments and agencies and political subdivisions thereof.
"PLEDGED COLLATERAL" has the meaning assigned to such term in Section 2.
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"PLEDGED SHARES" means all shares of common stock of the Company
purchased by Pledgor using the proceeds of the Loan, and any other securities
into which such shares are converted or reclassified (by stock split, merger,
extraordinary distribution or otherwise) or for which such shares are
exchanged by operation of law or consent of Secured Party.
"PLEDGOR" means Xxxxxx X. Xxxxxxx, Xx.
"PROCEEDS" has the meaning assigned to such term in Section 2(c).
"SEC" means the Securities and Exchange Commission.
"SECURED OBLIGATIONS" has the meaning assigned to such term in Section 3.
"SECURED PARTY" means The Macerich Company, a Maryland corporation, and
its successors and assigns by operation of law or otherwise.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"UNDERLYING DEBT" has the meaning assigned to such term in Section 3.
SECTION 2. PLEDGE OF SECURITY. Subject to Section 8(a), Pledgor hereby
pledges and assigns to Secured Party, and hereby grants to Secured Party a
security interest in, all of Pledgor's right, title and interest in and to
the following and all interests therein (the "PLEDGED COLLATERAL"):
(a)
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