P-NO NUMBER 17
S.E. s1de Olympio Blvd. No.6'
Staat 8+''8 to 9+88approx. 174 DISTRICT COUNTY ROUTI!: SECTlON
RECOR~Jl~9-42j O.R. Book 19651, p.I
W:rl t ten by EEl
... C~oked by M VII . .. LA 1.13.... . SIlO..
'i<.. Oompared by; s C/ .
Paid tor land .... .... - .... - . i1300.oo
1t "im~d. vementa ........ M~. 00 ,
, C~ O~ Sched~ 49239
<l3rant f)[r Dlto~.vxt S~4. Ual
.
QalWE) A. C. HARRIS and Ji.i!41U HARRIS, husband ud wit.
in consideration of__TIlLa11Ct NQ/J....QO _~___"!_~~___~m~_J_l1....QAQj - "'" .... .. .... _-1"_~_... ... .. Pollats
to__U8 --____________________________~_____________---in hand paid, receipt of which is herebyacknow1edgecl,
do______________________________.______________hereby ________________________________'---_______~_
GRANT TO the STATE OF CALIFORNIA all that real property in thL_c..1j..t ot. 5an.tfl~~Q.I...___
,.. County of Los Angel:e'-_____----------------------State of California, described as:
L~t 2Ql ot Towner Terraee, as per map reoorded in Book 8, page
r-, 2S ot Maps, Records ot said Oounty_
.'
~'V
v'
lot
.
IN WITNESS WHEREOF we Jta~.t__-ouhanL..d seaL-~-1a-day oL___.QeM.~___19___.a
Signed, sealed and delivered in the presence of ..-----m--.1..----(1.-- h .J'U____________m______m [SEAL]
--------------b.44.--A..---Bee.4---------------------_______m__-_ _________..J~ III B~~~l~L____________________________ [SEAL]
------------------------------------------------_..._-~---._-------------- _______________________________________________________________________ [SEAL]
~,~....D!Bti~~
STaTE OF CALIFORNIa, CoVNTY OF______________ : IS.
On this_______ -tl1lY 01 , i1J the yea, one tho#Stmd niM htlmired tmd --,
before me, _ ______m____m___m__~__------------------_________, a Notar" Ptlblic in ami for said County and State, residing therein, duly commissioned
and S1llOrn, personally appeared_ -- ---------------------------------------
---------
known to me to be the person____ describetl in MId whose 1Ulme______________:'-~------------------------------------------
Sflbscribed to the fAlithin inst1'ument, anl____________________ack.nowledged to me that __.he_":"'eu(;1Ited the same.
.'.
IN WITNESS WHEIlEOF, I have hereunto set my hand ani affixed m" official seal, at my office in the-~iJdC~nty 01-__________________
Stat, 01 CiJifornia, the 4ay tmd year in this certificate first above written. -, ._
. --.-"
-----~---------------------------~-~------_.
NolMY Pablle /.. ...4
My c.ommiSlion expires.________ fOT lhe Co...ly of______,______
51." of C./lforma.
ACKNOWLEDGMENT OF SUBSCRIBING WITNESSES
STATE OF CALIFORNIA, CoUNTY of--l.o8--~e1... ---: ...
On this IOtk day 01- Ooto 'e,. ____, i1J the year one thoustm4 nine htln41'e4 an4__---..'_,. -,
belo1'e me, ------------Aath...----Cl-e-*m--------------. a Notllry Public i1J and fo1' said COrlnty and State, residing therein, duly commissioned
""d sworn, personall" appeare4-------~-e4----A-.--..a.d -----------------------_._-------~--------------------------------------------.---------
known to me to be the pef'Son___whose ntl1ne____.1.a-___subscribed to the within inst1'rlment 1SS____1IJiInns~_tlNreto, who. being by me
dul" s1llOrn_________________m_____________________h______________no deposed and said: that_________--1'eside---..------------------------------------------.-
COrlnty of------ 1.0. 4D _1.8 _State of California; that______._hm,_______mWm__..___present and saw
-- -------------------~----------------~--
.l. o. Bent. and _.. Hllnia ------------------------~--------------
(personally known to_______h11lL___to be the person____ tlfJe,ibed in, a"d who executed the said fAlithin ;mlnlment as part____-1..____________thereto),
sign. seal and deliver the stl1ne; that the .aitl----------------JNIl-ns.......-----------------------------m-----_____________mn____h__________
, --------------~---
,
duly acknowledged in the p1'esence 01 said IIffiant.._, that_\bQ___executed tbe samt tmtl that..______-, the said affiant___.-_, thef'eupon, tmtl at
the 1'equest of said___________...I.~~ ~.______ --------------------------------.----------------------------------------------------------
------.---- __________h_____________,subscrib,d ______lI1____name_nh_lISnm_witness_____.thereto.
IN WITNESS WHEIlEOF, I have hereunto set my hand an4 affixed m" ofJicial stal, at m" ofJice in the said County of----toa.--A.QlJel..
. State 0/ California, the day and "ear in this cnti/icate /irst abO'//e written. .
____________A.ft~_._C.1.~._____________________'h________________._
M'"~l'-y~~ (SIAL) --__,__._ Notary P.blie I.. ...4 --Lo.a J\".e1e#l
fOT the Co""" of_._ ,
Sial' .f CollfoTm.
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-
OFFICE COpy
t Policy No. .184'7513
RVi- VJI-LA-173-SMca
6-Harri.s
TITLE INSURAlYCEA.ND TRUST COMl')ANY
a corporation of Los Angeles, Ca lifo rnia , herein
called the Company, fora valunble consideration
paid foT' this policy of title. insuT'ance,
does herebv insure
"
STA'1'F: OF CALIFCRNIA,
together with each successor in ovmership of any indebtedness
seC1.1red by any mo~age..... :.. ..... ..,.................... ... ..... .........
a~ainst loss or damage not exceeding
-------Fifteen Hundred Dollars-----,-..--
which any insured sh8.11 sus tat n
by rea son of ti tle to the land d escri bed 1.1] Schedule A bei ng
vested, at the date hereof, .................................
~ by reason of unmarketability of the ti.tle of any vestee to said
land, .,.. .. .. .. .... .. ... .. .. .. .. .. .... .. .. .. .. .... .. .. .. .. .. .. .. .. . .. . .. .. .. .. .. ,. ..'. .. .. -,- ,.-
by reason of any defect in, or lien or encumbrance ............
by reason of' any defect in the execution of any mortgage........
.. .. .. .. .. .. .. -\. .. .. .. .. .. .
by reason of priority, at tb,edate hereof,..........'...,..,.....,..
all sub,4ect, however, to Schedules I\ and B 8nd the sti pulations
herein, all of which schedules3nd stipulations are hereby made
a part of this policy.
In Witness Nhereof, Title Insurence and Trust Company has
caused its corporate ~~me anrl seal to be hereunto affixed by
its duly authorized officers, this Eighteenth day of November
1942 at 8:00 A.M.
TITLE INSURAnCE AND TRUST COMPAJ\TY
(SEAL) by Stuart C'Melveny, President
Attest A. G. Steele, Asst. Sec.
t
.
,-
-'''- l
SCHEDr'"LE A
(1) The title to said land is, at the date hereof, vested in
STATE OF CALIFOm~IA.
(2 ) Description of th eland, ti tIe to which is insured by thi s
policy:
Lot 201 of Towner Terrace, in the C1 ty of Santa Monica,
County of Los A.ncseles, State of California, as per map recorded
in Book 8 Page 25 of Maps in the office of the County Recorder
of said County.
Title to said land was acquired by deed from A. C. Harris and
Enuna , Ra rr is , husban d and ,<vi.f e, to State of California, recorded
October 29, 1942 in Book 19651 Page 174, Official Recorded.
SCRED1JLTI: B
~ L~) 'rhe Company does no~, by t hj,s poli. cy, insure against loss
by reason of:
1 Easements or liens wh:i,ch are not shown by the public
reeo rd S". . '. .'. . ,. . ., . . . . . . . '.' . . . . . . . . . . .
2. RiGhts or claims of persons in possession of said land
........... . . . . . . . . '. . . . . . . . . . . . . . . . . . . .
3. Any fects, r~.Q'hts, interests, or cIa i.. illS \\hi ch a re not
shown by those Tmblic records which Impart constructive noti ce,
. . . ',. . . .,. . . . . . .. . . . . ,'. .
4. !lining clair'ls, . . . . .,.. . . . . . . . . .. . . . . . .
5. A.ny govermnental acts or regulat ions re stri cting. . . . . . . .
(B) Liens and encumbrances to whic.h said ti"tle is subJect shown
in the order of their priority, and defects a nd other matters to which
said title is subject:
1. General and speci 81 County and City taxes f.or the fiscal
yeDr 1942-1943, Code Area4?88, Parcel 326j4c,j381 amount $60.30,
first installment $30.15.
~ IPrinted Page of Stipula tions. Attached)
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1
;
SANTA MONICA CITY ATTORNEY'S OFFICE
MEMORANDUM
?
DATE: November /, 1999
TO: John Jalili, City Manager
Susan McCarthy, Assistant City Manager
Mike Dennis, Finance Director
Jeff Mathieu, Director of Resource Management
If . rr 111 JU....lb.....
Ralph Bursey, City Treasurer
Candace Tysdal, Accounting Manager
Mark Richter, Economic Development Manager
FROM: Eriko Matsumoto, Deputy City Attorney ~
RE: Assignment of Santa Monica Place Interests
Attached please find the written notice of the Assignment
and Assumption of Operating Interests by Macerich Santa Monica
LLC. All future notices, communication and invoices should be
sent to Macerich at the listed address.
EM/js
Attachment .
,
.
,,-
October 29, 1999 ,\']..34567c,
/ cr .[)
~ , ';>0.,
o ':"
r') _.-~
0) \\\\'4 ":\
c,,' ;ed--::
~ ~ece~ ~'I
...., . ~ tl~ '
BY CERTIFIED MAIL N ~')~~ I
RETURN RECEIPT REQUESTED t~ ~t';t c>"/
"t. <:>,;
"" '1':,'.,"
.{__.r.~ .;c';/
~ .~..." . c,,~.v->
C,f'. "7:-'i,~
-.....::...~ ,\j~
Redevelopment Agency of the City of Santa Monica
1685 Main Street
3 rd Floor
Santa Monica, California 90401
Attention: Eriko Matsumoto, Esq.
Re: Santa Monica Place. Santa Monica. California
Ladies and Gentlemen:
This letter is written to you on behalf of Macerich Santa Monica LLC, a Delaware
limited liability company ("Macerich"). Please be advised that on October 29, 1999, Macerich
acquired all of the right, title and interest of Santa Monica Place Associates ("SMP A"), in Santa
Monica Place located in Santa Monica, California. In connection with that acquisition Macerich
also acquired all of the right, title and interest ofSMPA in each of the documents set forth on
Exhibit A attached hereto ("Operating Agreements").
Enclosed for your information is a copy of the Assignment and Assumption of
Operating Agreements dated as of October 29, 1999, effecting such transfer. You are hereby
notified that all monies payable to SMP A or Macerich under the above-referenced documents
after the date hereof should be sent to:
Macerich Santa Monica LLC
395 Santa Monica Place
Santa Monica, California 90401
Attention: Mall Manager.
With respect to notices under the above-referenced docUments, please address any
such notices in the case of Mace rich to:
Macerich Santa Monica LLC
c/o The Macerich Company
401 Wilshire Boulevard, Suite 700
Santa Monica, California 90401
CCl :432596.3
.
.. .
Attention: General Counsel
with a duplicate copy to:
Macerich Santa Monica LLC
395 Santa Monica Place
Santa Monica, California 90401
Attention: Mall Manager.
If you have any questions, please do not hesitate to contact me.
Very truly yours,
Id-- tb-'
J mes H. Kinney
fO'MELVENY & MYERS LP
Enclosure
CCl:432596.3 2
.
.. .
EXHIBIT A
1. Construction, Operation and Reciprocal Easement Agreement (Santa Monica
Place) dated as of December 22, 1978 by and between Santa Monica Place Associates, a
California limited partnership ("Developer"), Carter Hawley Hale Stores, Inc., a California
corporation ("Broadway"), Adcor Realty Corporation, a New York corporation ("Robinson's")
and The Redevelopment Agency of the City of Santa Monica, a public body, corporate and
politic ("Agency").
2. First Amendment to Construction, Operation and Reciprocal Easement
Agreement (Santa Monica Place) dated as of May 1, 1979 by and between Developer,
Broadway, Robinson's and the Agency.
3. Consent and Agreement dated as of December 22, 1978 by the City of Santa
Monica, a municipal corporation ("City") in favor of Developer, Broadway, Robinson's and the
Agency.
4. Consent by City of Santa Monica, dated May 24, 1979 by the City in favor of
Developer, Broadway and the Agency.
CCI:396774,1
CCl:432596,3 A-I
.
..'
WHEN RECORDED, MAIL TO:
O'Melveny & Myers LLP
1999 A venue of the Stars
Los Angeles, CA 90067-6035
Attention: James H. Kinney, Esq.
ASSIGNMENT AND ASSUMPfION OF OPERATING AGREEMENTS
TIllS ASSIGNMENT AND ASSUMPTION OF OPERATING AGREEMENTS (the
"Assignment") dated as of October li, 1999 is between SANTA MONICA PLACE
ASSOCIATES, a California limited partnership ("Seller"), and MACERICH SANTA MONICA
LLC, a Delaware limited liability company ("Purchaser").
RECITALS
Seller will, simultaneously with the execution and delivery of this Assignment, sell and
transfer to Purchaser its interests in the real property located in the City of Santa Monica, County
of Los Angeles, State of California known as Santa Monica Place, as more particularly described
on Exhibit A, attached hereto and incorporated by this reference (the "Property") and the
buildings and improvements situated thereon (the "Transfer").
COVENANTS
NOW, THEREFORE, in consideration of the Transfer and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Seller hereby assigns to Purchaser all of Seller's right, title and interest in
and to the operating agreements, and all documents related thereto pertaining to the Property, as
more particularly described on Exhibit B, attached hereto and incorporated by this reference (the
"Operating Agreements").
2. Purchaser hereby assumes all of the Seller's obligations under the
Operating Agreements arising on and after the date hereof and agrees fully and promptly t,o
perform and discharge Seller's responsibilities and obligations with respect thereto. Purchaser
hereby agrees to indemnify and hold Seller harmless from any and all costs, liability, damage or
expense, including but not limited to reasonable attorneys' fees and disbursements, arising out of
or resulting from Purchaser's breach of its obligations under the Operating Agreements arising
on or after the date hereof. Seller hereby agrees to indemnify and hold Purchaser harmless from
any and all costs, liability, damage or expense, including but not limited to reasonable attorneys'
fees and disbursements, arising out of or resulting from Seller's breach of its obligations under
the Operating Agreements arising prior to the date hereof.
CC\ :432580,\ 1
'"
3. This Assignment shall be binding on and shall inure to the benefit of the
parties hereto, their heirs, executors, administrators, successors-in-interest and assigns.
4. All notices to be given pursuant to this Assignment shall be in writing and
shall be personally delivered or sent by registered or certified United States mail, return receipt
requested, postage prepaid, or by Federal Express or other similar, nationally recognized
overnight courier to the recipient's address as set forth on Exhibit C or to such other address as
such party subsequently specifies by written notice given pursuant to this paragraph 4. Any
notice personally delivered shall be effective upon the date of delivery, any notice mailed as
provided herein shall be deemed effective on the third (3rd) business day following the date so
mailed and any notice sent by overnight courier shall be deemed effective upon the date of
delivery.
5. Seller hereby covenants that it will, at any time and from time to time
upon written request therefor, at Purchaser's sole expense and without the assumption of any
additional liability thereby, execute and deliver to Purchaser, its successors and assigns, any new
or confirmatory instruments and take such further acts as Purchaser may reasonably request to
fully evidence the assignment contained herein and to enable Purchaser, its successors and
assigns to fully realize and enjoy the rights and interests assigned hereby.
6. This Assignment maybe executed in any number of counterparts, each of
which shall be deemed an original, but all of which when taken together shall constitute one and
the same instrument. The signature and acknowledgement pages of any counterpart may be
detached therefrom without impairing the legal effect of the signature(s) and
acknowledgement(s) thereon, provided such signature and acknowledgement pages are attached
to any other counterpart identical thereto except having additional signature and
acknowledgement pages executed and acknowledged by other parties to this Assignment
attached thereto.
CCl:432580.1 2
..
IN WITNESS WHEREOF, the parties have executed this Assignment on the date
first above written.
SELLER:
SANTA MONICA PLACE ASSOCIATES,
a California limited partnership
By: Santa Monica Place, Ltd.,
a California limited partnership,
as general partner
By: The Rouse Company of California, Inc.,
a Maryland corporation,
as general p r
By:
By: Santa Monica Place, Inc.,
a Maryland corporation,
as general partner
By: _0.,_.._...__
PURCHASER:
MACERICH SANTA MONICA u..C
a Delaware limited liability company
By: Macerich Santa Monica Place Corp.,
a Delaware corporation
Its: Manager
By: ~(~
Richard A. Bayer
Executive Vice President, General
Counsel and Secretary
CCI:432Sg0.1 3
~.
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On October 27, 1999, before me, Rosemary D. Payton, Notary Public, personally
appeared B. Owen Williams, proved to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.
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'~~ ~O. ROSEMARY D, PAYTON i,
I .~ Commission # ] 1473M (i
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STATEOFCALIFORNlA )
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COUNTY OF LOS ANGELES )
On October 27, 1999, before me, Rosemary D. Payton, Notary Public, personally
appeared Richard A. Bayer, proved to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.
J"""'I, .... ..... .. .. 1l'!Io .... ... oIlll iC1. ....
e ROSEMARY D. PAYTON '
:< Commission If I ] 47364 1
2 .;e; Notary Public - California ~
= Los Angeles County -,
. .. MyComm. Expires JU119, 200 I
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EXHIBIT A
Legal Description
Parcell: (Developer's and Robinson's Tract)
Lots 3 and 4 of Tract No. 34997, in the City of Santa Monica, County of Los Angeles, State of
California, as per map recorded September 12, 1979 in Book 926 Pages 44, 45 and 46 of Maps,
in the office of the County Recorder of said County.
ALSO EXCEPT all oil, gas and mineral substances below a depth of 500 feet for the surface of
Parcell, together with the right to explore for and extract such substances, provided that the
opening of any well, hole, shaft or other means of exploring for, reaching or extracting such
substances shall not be located upon the surface of the land within the City of Santa Monica
Downtown Redevelopment Project as recorded as Document No. 77- 1196383 of Official
Records of Los Angeles County, State of California, and shall not penetrate any part of or
portion of said project area, including the land hereinabove described, within 500 feet of the
surface thereof or on said surface, as excepted 3.l1d1or reserved in the following instruments:
(I) Judgment and Final Order of Condemnation recorded October 17, 1978 as Instrument
No. 78-1207129 of Official Records of said County as to the Lots "K" and "L", in Block 197,
shown on the map of said Town of Santa Monica, except the rear 50 feet of said Lots "K" and
"L" and as to that portion of the Southwesterly half of the vacated portion of Third Street, 80 feet
wide, adjoining said Lot "K" and "L" on the Northeast.
(II) Grant Deed executed by Benjamin M. Weiss and Rose G. Weiss, recorded December 13,
1978 as Instrument No. 78-1379892 of Official Records, as to Lot "E" in Block 197 of said
Town of Santa Monica and that portion of the Southwesterly half of the Third Street, 80 feet
wide, vacated, lying between the Northeasterly prolongation of the Northwesterly line of Lot "E"
and the Northeasterly prolongation of the Southeasterly line of Lot "E", Block 197 of said Town
of Santa Monica, together with that portion of the Northeasterly half of that certain alley, 20 feet
wide, vacated lying between the Southwesterly prolongation of the Northwesterly line of said
Lot "E" and Southwesterly prolongation of the Southeasterly line of said Lot "E".
(ill) Grant Deed executed by the Redevelopment Agency of the City of Santa Monica,
California, a Public Body, Corporate and Politic, recorded December 22, 1978 as Instrument No.
78-1420857 of Official Records, as to all of Parcels "T".
(IV) Judgment and Final Order of Condemnation, recorded January 16, 1979 as Instrument
No. 79-67734 of Official Records, as to the Southwesterly 75 feet of Lots "X" and "W", in Block
197 of said Town of Santa Monica.
(V) Grant Deed executed by Quali-T.V., a partnership, recorded January 25, 1979 as
Instrument No. 79-104926 of Official Records, as to Lot "F", in Block 197 of said Town of Santa
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Monica and that portion of the Southwesterly half of 3rd Street, 80 feet wide, vacated, lying
between the Northeasterly prolongation of the Northwesterly line of Lot "F" and the
Northeasterly prolongation of the Southeasterly line of Lot "F", in Block 197 of The Town of
Santa Monica, as shown on the map recorded in Book 3 Pages 80 and 81, and in Book 39 Pages
45, et seq., both of Miscellaneous Records, in the office of the County Recorder of said County,
together with that portion of the Northeasterly half of that certain alley, 20 feet wide, vacated,
lying between the Southwesterly prolongation of the Northwesterly line of said Lot "F" and the
Southwesterly prolongation of the Southeasterly line of said Lot "F".
(VI) Judgment and Final Order of Condemnation, recorded April 11, 1979 as Instrument No.
79-393620 of Official Records, as to Lot "P", in Block 197 of said Town of Santa Monica and
that portion of the Southwesterly half of that certain alley, 20 feet wide, vacated, lying between
the Northeasterly prolongation of the Northwesterly line of said Lot "P" and the Northeasterly
prolongation of the Southeasterly line of said Lot "P".
(VII) Judgment and Final Order of Condemnation, recorded April 19, 1979 as Instrument No.
79-424582 of Official Records, as to the Southeasterly 75 feet of Lots "A" and "B", in Block 197
of Santa Monica, in the City of Santa Monica, County of Los Angeles, State of California, as per
map recorded in Book 3 Pages 80 and 81 and in Book 39 Page 45 of Miscellaneous Records, in
the office of the County Recorder of Los Angeles County and as to that portion of the
Northeasterly half of that certain alley, 20 feet wide, vacated, lying between the Southwesterly
prolongation of the Northwesterly line of Lot "A" and the Southwesterly prolongation of the
Southeasterly line of Block "B", both in Block 197, Town of Santa Monica, as per map recorded
in Book 3 Pages 80 and 81 and in Book 39 Pages 45 et seq., both of Miscellaneous Records, in
the office of the County Recorder of said County.
(VIII) Judgment and Final Order of Condemnation, recorded April 25, 1979 as Instrument No.
79-447312 of Official Records, as to Lot "V", in Block 197 of The Town of Santa Monica, in the
City of Santa Monica, County of Los Angeles, State of California, as per map recorded in Book
3 Pages 80 and 81 and in Book 39 Page 45 et seq., both of Miscellaneous Records, in the office
of the County Recorder of said County and as to that portion of the Southwesterly half of that
certain alley, 20 feet wide, vacated, lying between the Northeasterly prolongation of the
Northwesterly line of Lot "V" and the Northeasterly prolongation of the Southeasterly line of Lot
"V", in Block 197, Town of Santa Monica, as shown on the map recorded in Book 3 Pages 80
and 81 and in Book 39 Pages 45 et seq., both of Miscellaneous Records, in the office of the
County Recorder of said County.
(IX) Partial Judgment and Final Order of Condemnation, recorded September 4, 1979 as
Instrument No. 79-986702 of Official Records, as to the Northeasterly 52 feet of Lots" A" and
"B", in Block 197 of said Town of Santa Monica and that portion of the Southwesterly half of
Third Street, 80 feet wide, vacated, adjoining said Lots "A" and "B" on the Northeast lying
between the Northeasterly prolongation of the Northwesterly line of said Lot "A" and the
Northeasterly prolongation of the Southeasterly line of said Lot "B".
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Parcel 2: (Reciprocal Easement Agreement)
The Reciprocal and Non-exclusive right, easements, privileges of use, ingress and egress parking
and for utility and other purposes as created and granted as an appurtenance to Parcel 1 above in
and by that certain Construction, Operation and Reciprocal Easement Agreement dated and
recorded December 22, 1978 as Instrument No. 78-1420860 Official Records and re-recorded
June 13, 1979 as Instrument No. 79-636701 of Official Records of Los Angeles County, as
amended by First Amendment thereto, by and between the parties dated as of May 1, 1979,
recorded on June 13, 1979 as Instrument No. 79-636702 in said Official Records, together with
all of the rights, powers and privileges and benefits under the foregoing accruing to Santa
Monica Place Associates, a California Partnership, its successors, legal representatives and
assigns, in, on, over, upon and under the land hereinafter described as:
(A) (Agency Tract No.1)
A Parcel of land situated in the City of Santa Monica, County of Los Angeles, State of California
described as Lot 1 of Tract No. 34997, in the City of Santa Monica, County of Los Angeles,
State of California, as per map recorded September 12, 1979 in Book 926 Pages 44, 45 and 46 of
Maps, in the office of the County Recorder of said County.
(B) (Agency Tract No.2)
A Parcel of land situated in the City of Santa Monica, County of Los Angeles, State of California
described as Lot 2 of Tract No. 34997, in the City of Santa Monica, County of Los Angeles,
State of California, as per map recorded September 12, 1979 in Book 926 Pages 44, 45 and 46 of
Maps, in the office of the County Recorder of said County.
(C) (Broadway Tract)
A Parcel of land situated in the City of Santa Monica, County of Los Angeles, State of California
described as Lot 5 of Tract No. 34997, in the City of Santa Monica, County of Los Angeles,
State of California, as per map recorded September 12, 1979 in Book 926 Pages 44, 45 and 46 of
Maps, in the office of the County Recorder of said County.
Parcel 3: (Off-Site Parking Agreement)
The non-exclusive rights, easement, privileges of use, ingress and egress for the passage of
motor vehicles and the accommodation of pedestrians and other purposes as created and granted
as an appurtenance to Parcel 1 above in and by that certain Off-site Parking Easement and Permit
Agreement, by and between the City of Santa Monica, a municipal corporation and Santa
Monica Place Associates, a California Partnership, dated and recorded on December 22, 1978 as
Instrument No. 78-1420862 of Official Records, Los Angeles County, as amended by First
Amendment to Off-Site Parking, Easement and Permit Agreement between the same parties,
dated as of May 1, 1979 and recorded on June 13, 1979 as Instrument No. 79-636704 Official
Records in said Official Records, together with all of the rights, powers and privileges and
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benefits under said easement agreement, as amended, accruing to said partnership, its successors,
legal representatives and assigns, in , on, over, upon and under;
(A) (Parking Area No.2)
Lots "P", "Q", "R" and "S", in Block 172 of the Town of Santa Monica, in the City of Santa
Monica, County of Los Angeles, State of California, as per map recorded in Book 3 Pages 80
and 81 and in Book 39 Pages 45 et seq., of Miscellaneous Records, in the office of the County
Recorder of said County.
(B) (Parking Area No.5)
Lots "H", "1", "J", "K", in Block 171 of the Town of Santa Monica, County of Los Angeles, State
of California, as per map recorded in Book 3 Pages 80 and 81 and in Book 39 Pages 45 et seq.,
of Miscellaneous Records, in the office of the County Recorder of said County.
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EXHIBIT B
Operating Agreements
1. Construction, Operation and Reciprocal Easement Agreement (Santa Monica
Place) dated as of December 22, 1978 by and between Santa Monica Place Associates, a
California limited partnership ("Developer"), Carter Hawley Hale Stores, Inc., a California
corporation ("Broadway"), Adcor Realty Corporation, a New York corporation ("Robinson's")
and The Redevelopment Agency of the City of Santa Monica, ~ public body, corporate and
politic ("Agency").
2. First Amendment to Construction, Operation and Reciprocal Easement
Agreement (Santa Monica Place) dated as of May 1, 1979 by and between Developer,
Broadway, Robinson's and the Agency.
3. Consent and Agreement dated as of December 22, 1978 by the City of Santa
Monica, a municipal corporation ("City") in favor of Developer, Broadway, Robinson's and the
Agency.
4. Consent by City of Santa Monica, dated May 24,1979 by the City in favor of
Developer, Broadway and the Agency.
5. Supplemental Agreement dated December 22,1978 by and between Developer
and Broadway.
6. First Amendment to Supplemental Agreement dated August 27, 1992 by and
between Developer and Broadway.
7. Second Amendment to Supplemental Agreement dated October 7, 1993 by and
between Developer and Broadway.
8. Supplemental Agreement dated December 22, 1978 by and between Developer
and Robinson's.
9. Covenant and Agreement dated December 22, 1978 made by Associated Dry
Goods Corporation, a Virginia corporation, in favor of Developer and Broadway.
10. Consent to Payment Agreement dated December 22, 1978 ("Consent to Payment
Agreement") by and among Broadway, Robinson's and Developer.
11. Undated letter from Broadway to Developer regarding Consent to Payment
Agreement.
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EXHIBIT C
Addresses of the Parties
If to Seller: The Rouse Company
10275 Little Patuxent Parkway
Columbia, MD 21044
Attention: B. Owen Williams
Telephone: (410) 992-6570
Telecopy: (410) 964-3419
with a copy to Seller's attorneys:
The Rouse Company
10275 Little PatuxentParkway
Columbia, MD 21044
Attention: General Counsel
Legal Division Telephone: (410) 992-6400
Telecopy: (410) 922-6392
AND
If to Purchaser: Macerich Santa Monica LLC
c/o The Macerich Company
401 Wilshire Boulevard, Suite 700
Santa Monica, CA 90401
Attention: Richard A. Bayer, Esq.
Telephone: (310) 394-6911
Telecopy: (310) 385-2791
with a copy to Purchaser's attorney:
James H. Kinney, Esq.
O'Melveny & Myers LLP
1999 A venue of the Stars
Suite 700
Los Angeles, CA 90067-6035
Telephone: (310) 553-6700
Telecopy: (310) 246-6779
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