EXHIBIT 99(D) AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 14, 2001Agreement and Plan of Merger • March 5th, 2001 • Westfield Holdings LTD / • Operators of nonresidential buildings • Delaware
EXHIBIT 99(H) EXCHANGE AGREEMENT DATED AS OF _____________ __, 2001Exchange Agreement • March 5th, 2001 • Westfield Holdings LTD / • Operators of nonresidential buildings • New York
EXHIBIT 99(K) FORM OF ESCROW AGREEMENT Date: ----------------------------------- File No.: ----------------------------------- Escrow Agent: CHICAGO TITLE INSURANCE COMPANY [or such other agent as determined by SC-PG] Parties: Security Capital...Escrow Agreement • March 5th, 2001 • Westfield Holdings LTD / • Operators of nonresidential buildings • New York
RECITALSInvestors Agreement • March 5th, 2001 • Westfield Holdings LTD / • Operators of nonresidential buildings
WAIVERWaiver • March 5th, 2001 • Westfield Holdings LTD / • Operators of nonresidential buildings • New York
EXHIBIT 99(E) COOPERATION AGREEMENT This COOPERATION AGREEMENT (this "AGREEMENT"), dated February 14, 2001, is between Westfield America Management Limited ACN 072 780 619 ("WAML"), in its capacity as responsible entity and trustee of Westfield...Cooperation Agreement • March 5th, 2001 • Westfield Holdings LTD / • Operators of nonresidential buildings • New York
EXHIBIT 99(G) INDEMNIFICATION AND TAX CONTEST AGREEMENT INDEMNIFICATION AND TAX CONTEST AGREEMENT (the "Agreement") dated as of February 14, 2001 between Westfield America Management Limited ("WAML") (ACN 072 780 619) as responsible entity of the...Indemnification and Tax Contest Agreement • March 5th, 2001 • Westfield Holdings LTD / • Operators of nonresidential buildings • New York
EXHIBIT 99(F) PREFERRED STOCK TRANSACTION AGREEMENT This PREFERRED STOCK TRANSACTION AGREEMENT (this "AGREEMENT") is made as of the 14th day of February, 2001 by and between Westfield America Management Limited (ACN 072 780 619) ("WAML"), a...Preferred Stock Transaction Agreement • March 5th, 2001 • Westfield Holdings LTD / • Operators of nonresidential buildings • New York
Westfield Holdings Limited The Directors ACN 001 671 496 Security Capital Preferred Growth Level 24 Westfield Towers Incorporated 100 William Street 11 South LaSalle Street, 2nd Floor Sydney NSW 2011 Australia Chicago, Illinois 60603 GPO Box 4004...Westfield Holdings LTD / • March 5th, 2001 • Operators of nonresidential buildings
February 14, 2001 Valley Fair University Towne Member LLC c/o J.P. Morgan Investment Management Inc. 522 Fifth Avenue New York, New York 10036 Re: PUT OPTION AGREEMENT -------------------- Ladies and Gentlemen: Reference is made to (A) the Put Option...Westfield Holdings LTD / • March 5th, 2001 • Operators of nonresidential buildings • New York
