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1 Execution Version Westfield America Management Limited (ABN ) in its capacity as responsible entity and trustee of WFD Trust Issuer and the Guarantors named herein Guarantors First Supplemental Indenture Dated as of March 30, 2017 (Supplemental to Indenture Dated as of March 30, 2017) Citibank, N.A., London Branch Trustee 300,000, % Guaranteed Senior Notes Due ,000, % Guaranteed Senior Notes Due 2029

2 FIRST SUPPLEMENTAL INDENTURE, dated as of March 30, 2017 (the First Supplemental Indenture ), by and among Westfield America Management Limited (ABN ), a corporation duly organized and existing under the laws of the Commonwealth of Australia ( WAML ), in its capacity as responsible entity and trustee of WFD Trust (ARSN ), a managed investment scheme duly constituted under the laws of the Commonwealth of Australia (the Issuer ), and Westfield Corporation Limited (ABN ), a corporation duly organized and existing under the laws of the Commonwealth of Australia ( WCL ), and WAML in its capacity as responsible entity and trustee of Westfield America Trust (ARSN ), a managed investment scheme duly constituted under the laws of the Commonwealth of Australia (each of WCL and WAML (in the case of WAML, in such separate capacity) a Parent Guarantor and, together, the Parent Guarantors ), and Westfield UK & Europe Finance plc (registered number ), a public company incorporated with limited liability under the laws of England and Wales, WCL Finance Pty Limited (ABN ), a corporation duly organized and existing under the laws of the Commonwealth of Australia, and WEA Finance LLC (file number ), a limited liability company duly formed and existing under the laws of the State of Delaware (each, a Subsidiary Guarantor and, collectively, the Subsidiary Guarantors ), and Citibank, N.A., London Branch, a National Banking Association, as trustee (herein called the Trustee ). R E C I T A L S: WHEREAS, the Issuer, and each of the Parent Guarantors and Subsidiary Guarantors (each herein called a Guarantor and, collectively, the Guarantors ) have heretofore executed and delivered to the Trustee an Indenture, dated as of March 30, 2017 (the Existing Indenture, and the Existing Indenture, as the same may be amended or supplemented from time to time, including by this First Supplemental Indenture, the Indenture ), providing for the issuance from time to time of the Issuer s debentures, notes or other evidences of indebtedness (herein and therein called the Securities ), to be issued in one or more series as provided in the Indenture; WHEREAS, Section 901 of the Existing Indenture permits the Issuer, the Guarantors and the Trustee to enter into an indenture supplemental to the Existing Indenture to provide for the issuance of and establish the form and terms and conditions of any series of Securities as permitted by Sections 201 and 301 of the Existing Indenture without the consent of Holders; WHEREAS, pursuant to resolutions of the applicable Board of Directors of the Issuer and Guarantors, the Issuer and Guarantors are authorized to issue up to $1,500,000,000 (in the lawful currency of the United States or of the United Kingdom) aggregate principal amount of Securities in one or more series of Securities, and the Issuer desires by this First Supplemental Indenture to create two series of Securities to be issuable under the Existing Indenture, as supplemented by this First Supplemental Indenture, to be known as the Issuer s 2.125% Guaranteed Senior Notes Due 2025 (the 2025 Notes ) and the Issuer s 2.625% Guaranteed Senior Notes Due 2029 (the 2029 Notes and, together with the 2025 Notes, the Notes ); WHEREAS, pursuant to resolutions of the Board of Directors of each Guarantor, each Guarantor has authorized the issuance of its guarantee of the Notes as set forth in the Existing Indenture (each, a Guarantee and, collectively, the Guarantees ); 2

3 WHEREAS, the Issuer and the Guarantors have duly authorized the execution and delivery of this First Supplemental Indenture to establish the form and terms of the Notes and Guarantees; and WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement according to its terms have been done; NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the issuance of the Notes provided for herein, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1. Relation to Existing Indenture This First Supplemental Indenture constitutes an integral part of the Existing Indenture (the provisions of which, as modified by this First Supplemental Indenture, shall apply to the Notes) in respect of the Notes but shall not modify, amend or otherwise affect the Existing Indenture insofar as it relates to any other series of Securities or affect in any manner the terms and conditions of the Securities of any other series. Section 1.2. Definitions For all purposes of this First Supplemental Indenture, the capitalized terms used herein (i) that are defined in this Section 1.2 have the respective meanings assigned thereto in this Section 1.2, and (ii) that are defined in the Existing Indenture (and that are not defined in this Section 1.2) have the respective meanings assigned thereto in the Existing Indenture. For all purposes of this First Supplemental Indenture: (a) All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this First Supplemental Indenture; (b) The terms hereof, herein, hereby, hereto, hereunder and herewith refer to this First Supplemental Indenture; and (c) The following terms, as used herein, have the following meanings: Agent Member means any member of, or participant in, the Depositary. Applicable Procedures means with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary, Euroclear and Clearstream for such Global Note, in each case to the extent applicable to such transaction and as in effect from time to time. 3

4 Approved Independent Valuer means: (i) each real estate appraisal or valuation firm named on Schedule I hereto, but only with respect to the jurisdiction set forth opposite its name thereon, or the successor entity of any of them; or (ii) a real estate appraisal or valuation firm specifically selected for purposes of this Indenture by the Board of Directors of WCL; provided, that (i) such firm is not an Affiliate of any member of the Group, (ii) such firm is of comparable reputation as determined in good faith by the Board of Directors of WCL in the jurisdiction for which it is being selected to the firms set forth on Schedule I, and (iii) the Board of Directors of WCL causes the Board Resolutions setting forth the selection of such firm to specify its name, the jurisdiction for which it is being selected, and the findings of such Board of Directors confirming that the requirements of clauses (i) and (ii) above have been satisfied. Balance Sheet means the balance sheet included in the Consolidated Financial Statements. Cash and Cash Equivalents means, at a Reporting Date, cash on hand and at bank, short term money market deposits and short term bank accepted bills of exchange, government and semi-government stocks or bonds which are readily convertible to cash of the Group determined on a consolidated basis and as would be required to be included in the Consolidated Financial Statements for the applicable Reporting Date. Comparable Government Bond Rate means the price, expressed as a percentage (rounded to three decimal places, being rounded upwards), at which the gross redemption yield on the series of Notes to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption or the date of accelerated payment, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond (as defined below) on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by the Issuer. Comparable Government Bond means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a United Kingdom government bond whose maturity is closest to the maturity of the series of Notes to be redeemed, or if such independent investment bank in its discretion considers that such similar bond is not in issue, such other United Kingdom government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, United Kingdom government bonds selected by such independent investment bank, determine to be appropriate for determining the Comparable Government Bond Rate. Closing Date shall mean March 30, Custodian means any entity which acts as a custodian of any assets of a Group Trust, and includes any replacement of any such entity as custodian and any sub-custodian of any of them. Definitive Registered Note means a certificated Note registered in the name of a holder and issued in accordance with Section 2.3 hereof substantially in the form of Exhibit A hereto, 4

5 except that such Note shall not bear the legends set forth in Section 303(j) hereof of the Existing Indenture. Depositary means Citibank, N.A., London Branch, the common depositary for Euroclear and Clearstream, or its nominee. Distribution Compliance Period means the period of 40 consecutive days beginning on and including the later of (i) the day on which the Notes are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the day on which the closing of the offering of the Notes pursuant to the Purchase Agreement occurs. EBITDA means, in respect of any period, (i) Net Profit Before Tax, plus (ii) all borrowing costs, depreciation and amortization of the Group, and excluding (iii), without duplication, (a) all realized or unrealized gains and losses in respect of any Hedging Obligations entered into to hedge the value of any asset or liability appearing on the balance sheet of the Group; (b) all realized or unrealized gains and losses in respect of Hedging Obligations appearing on the profit and loss statement of the Group for future periods; (c) other unrealized asset revaluations and realized and unrealized gains and losses on capital transactions (including the sale of assets); (d) goodwill write-offs or goodwill amortization; (e) all Interest Income; and (f) any Significant Items, less an amount equal to any interest, dividends or distributions or other borrowing costs paid, payable or accrued under or in respect of any Effective Equity Security to which clause (iii) of the definition of Hard Payment Date applies, as would have been shown in the Group s income statement or notes thereto for such period. In each case (i), (ii) and (iii) for such period, amounts will be determined on a consolidated basis in accordance with GAAP except to the extent GAAP is not applicable with respect to the determination of non-cash, extraordinary and non-recurring items. Existing Indenture has the meaning ascribed to it in the Recitals. Financial Covenant means a covenant or undertaking in Section 3.1 hereof. First Supplemental Indenture has the meaning ascribed to it in the Preamble hereto. Generally accepted accounting principles or GAAP has the meaning ascribed to it in the Existing Indenture; provided, however, that for purposes of all computations required or permitted for purposes of Section 3.1 and all related definitions set forth in this Section 1.2, generally accepted accounting principles or GAAP means generally accepted accounting principles in Australia as of the date hereof, and all references herein to Consolidated Financial Statements (including, without limitation, the income statements, statements of cash flow and balance sheets included therein and the statements, reports or notes related thereto) or any similar or equivalent references shall be deemed to be mean those Consolidated Financial Statements that would have been prepared in accordance with generally accepted accounting principles in Australia as of the date hereof, irrespective of whether the Parents have elected another Accounting Standard pursuant to the provisos in the definition of "generally accepted accounting principles" or GAAP in the Existing Indenture; provided, further, the foregoing shall not be construed as creating any obligation on part of or otherwise requiring the Issuer or any of the Parent Guarantors to furnish or prepare any financial statements in accordance with the generally accepted accounting principles in Australia as of the date hereof for purposes of such 5

6 computations and any related definitions; provided, further, that for purposes of all computations required or permitted for purposes of Section 3.1 hereof, all such computations shall be based upon the valuations derived from the appraisals performed in accordance with Section 3.2 hereof. Global Note means any Note bearing the legend specified in Section 303(j) of the Existing Indenture evidencing all or part of the Notes, issued to the Depositary or its nominee and registered in the name of the Depositary. Global Notes shall include Restricted Global Notes and Unrestricted Global Notes. Independent Valuation or Independent Revaluation means a valuation or revaluation made by an Approved Independent Valuer. Initial Purchasers means the Persons named in Schedule I to the Purchase Agreement. Interest Expense means, for any period, amounts determined on a consolidated basis and in accordance with GAAP being all borrowing costs of the Group (including any interest capitalized into the carrying value of an asset during the period and excluding marked-to-market adjustments included in the borrowing costs of the Group for that period as a result of the application of International Accounting Standard IAS39 (or any successor or replacement standard or similar standard as applied under the relevant Accounting Standard) and excluding dividends, distributions or other costs paid or accrued on stapled or unstapled units in listed trusts and amounts attributable to ground lease payments) less (i) any interest income in relation to a Hedging Obligation that is included in Net Profit Before Tax for that period, (ii) dividends, distributions or other costs paid or accrued on preference shares, (iii) amortization of debt issuance costs, (iv) to the extent included in such Interest Expense, any interest, dividends or distributions or other borrowing costs paid, payable or accrued under or in respect of any Effective Equity Security, as would be required to be shown in the Group s income statement or notes thereto for such period, and (v) the amount of Interest Income for that period. Interest Income means, for any period, amounts determined on a consolidated basis and in accordance with GAAP as being all interest, amounts in the nature of interest, fees, commissions, discounts and other finance payments which accrued to the Group during that period. Lien means, without duplication, a mortgage, charge, pledge, lien or other security interest or other preferential interest or arrangement having a similar economic effect, excluding any right of set-off, but including any conditional sale or other title retention arrangement or any finance leases. Net Assets means, at a Reporting Date, Total Assets less Cash and Cash Equivalents of the Group, in each case, determined on a consolidated basis and as would be required to be shown in the Consolidated Financial Statements for that Reporting Date. Net Debt means, at a Reporting Date, Total Debt less Cash and Cash Equivalents of the Group, in each case, determined on a consolidated basis and as would be required to be shown in the Consolidated Financial Statements for that Reporting Date. 6

7 Net Profit Before Tax means, for a period, the operating profit before tax, excluding Significant Items, of the Group for that period determined on a consolidated basis in accordance with GAAP. Notes has the meaning ascribed to it in the Recitals. Owner Transferor has the meaning specified in Section 2.3(c) hereof. Par Call Date means, with respect to the 2025 Notes, January 30, 2025 and, with respect to the 2029 Notes, December 30, Permitted Lien means: (i) any Lien arising by operation of law and in the ordinary course of business including (1) a Lien for taxes not yet due and payable or being contested in good faith and for which adequate reserves have been established in accordance with GAAP, (2) a possessory Lien for the unpaid balance of moneys owing for work, repairs, warehousing, storage, delivery or other services; and (3) any other Lien of landlords, carriers, warehousemen, mechanics, materialmen, repairers or other similar service providers which arise by law or by statute and in the ordinary course of business (and whether registration to perfect such Lien is or is not required); provided that either: (A) there is no default with respect to the obligations secured by that Lien; or (B) the obligations secured by the Lien are being, or within a reasonable time after the judgment will be, appealed or otherwise contested in good faith or paid in full; (ii) any Lien that is created or provided for by: (1) a lease or bailment of goods in respect of which a member of the Group is the lessee or bailee; (2) a commercial consignment of goods in respect of which a member of the Group is a consignee; or (3) a transfer of an account receivable or chattel paper in respect of which a member of the Group is transferor, and, in the case of the immediately foregoing clauses (1), (2) and (3), such Lien does not secure payment or performance of an obligation; (iii) any Lien in respect of personal property which is, or has at any time been, a purchase money security interest in favor of a seller securing all or part of the purchase price for personal property which is acquired by a member of the Group in the ordinary course of its business; provided that either: (1) there is no default with respect to the obligations secured by that Lien; or (2) the obligations secured by the Lien are being, or within a reasonable time after the judgment will be, appealed or otherwise contested in good faith or paid in full; (iv) a right of title retention in connection with acquisition of goods in the ordinary course of business on the usual terms of sale of the supplier where there is no default in connection with the relevant acquisition; (v) the lien of a Group Trustee or a Custodian in respect of the assets of a Group Trust or other trust or managed investment scheme in relation to its rights of indemnity in respect of those assets; (vi) any Lien granted or created by a Group Trustee or a Custodian over the right of indemnity or equitable lien held by it in its personal capacity over assets held by it as trustee or 7

8 responsible entity where those assets would not be required to be included in the most recent Consolidated Financial Statements; (vii) any Lien that arises by operation of law or the terms of the judgment in respect of a judgment where the judgment is being, or will within a reasonable time after the judgment be, appealed or otherwise contested in good faith or paid in full; (viii) any Lien that consists of an easement, right of way, encroachment, reservation, restriction or condition on any real property interest where such encumbrance does not materially interfere with or impair the operation, use, or other disposal of the property affected; (ix) any Lien consisting of minor defects or irregularities in the title to any real property interest which does not materially interfere with or impair the operation, use or other disposal of such property; (x) a deposit or a payment of Cash and Cash Equivalents provided or made in connection with any actual or contingent liability arising under or in connection with a Hedging Obligation; (xi) any Lien granted or created over any Effective Equity Allocated Asset to secure the related Effective Equity Security; or (xii) any Lien not otherwise permitted by the preceding clauses not exceeding US$50,000,000 in aggregate at any one time outstanding. Purchase Agreement means that certain Purchase Agreement, dated March 23, 2017, by and among the Issuer, the Guarantors and the Initial Purchasers. Regulation S means Regulation S under the Securities Act. Reporting Date means June 30 and December 31 of each year, the first of which is June 30, Restricted Global Note has the meaning specified in Section 2.1 hereof. Restricted Note means all Notes required pursuant to Section 2.3 hereof to bear any Restrictive Legend. Such term includes the Restricted Global Note. Restrictive Legend has the meaning specified in Section 2.3 hereof. Secured Debt means, at a Reporting Date, the portion of the Total Debt at that Reporting Date that is secured by a Lien (other than a Permitted Lien) on any asset of any member of the Group. Securities has the meaning ascribed to it in the Recitals. Securities Act means the United States Securities Act of 1933, as amended. 8

9 Significant Item means any non-cash item which is regarded as a significant item in accordance with GAAP and which would be required to be reported as such in the Consolidated Financial Statements. Successor Security of any particular Security means every Security issued after, and evidencing all or a portion of the same debt as that evidenced by, such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 of the Existing Indenture in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. Total Assets means, at a Reporting Date, the total assets of the Group determined on a consolidated basis and as would be required to be shown in its Balance Sheet for that Reporting Date and adjusted to: (i) (ii) (iii) (iv) exclude any revaluation of any non-financial asset which is not approved by an Approved Independent Valuer; exclude the aggregate, on a consolidated basis and without duplication, of all receivables of the Group that are unrealized marked-to-market gains in respect of Hedging Obligations entered into to hedge the value of any asset or liability that would be required to be included in the Balance Sheet; exclude the value attributable to ground leases as deducted in accordance with the definition of Indebtedness; and exclude the aggregate value of all Effective Equity Allocated Assets. Total Debt means, at a Reporting Date, the aggregate principal amount of all Indebtedness of the Group determined on a consolidated basis and as would be required to be shown in its Consolidated Financial Statements for that Reporting Date and adjusted to: (i) (ii) (iii) include the aggregate, on a consolidated basis and without duplication, of all payables of the Group that are unrealized marked-to-market losses in respect of any Hedging Obligations entered into to hedge the value of any asset or liability that would be required to be included in the Balance Sheet; include, as a reduction to Total Debt, the aggregate, on a consolidated basis and without duplication, of all receivables of the Group that are unrealized marked-tomarket gains in respect of any Hedging Obligations entered into to hedge the value of any asset or liability that would be required to be shown in the Balance Sheet; and include the principal amount of, but not the marked-to-market amount of, fixed rate debt in relation to an acquisition. Transfer Restriction has the meaning specified in Section 2.3(a) hereof. Trustee means the Person named as the Trustee in the first paragraph of this instrument until a successor Trustee shall have been appointed with respect to one or more series 9

10 of Securities pursuant to the applicable provisions of this Indenture, and thereafter Trustee shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, Trustee as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. Unencumbered Assets means, at a Reporting Date, any assets included in Total Assets for that Reporting Date but excluding: (i) any asset included in Total Assets that is secured by a Lien (other than a Permitted Lien); and (ii) any investment in a Person not consolidated for accounting purposes with the Group if any assets of that unconsolidated Person are secured by a Lien (other than a Permitted Lien). Unrestricted Global Note has the meaning specified in Section 2.1 hereof. Unsecured Debt means, at a Reporting Date, Total Debt for the applicable Reporting Date less Secured Debt for that Reporting Date. Section 1.3. Limitation of Recourse Against Obligor Trustees. (a) The Obligor Trustee of an Obligor Trust enters into this First Supplemental Indenture, the Securities and the Guarantees, as applicable, only in its capacity as trustee and responsible entity of that Obligor Trust and in no other capacity. Any liability arising under or in connection with this First Supplemental Indenture, the Securities or the Guarantees can be enforced against the Obligor Trustee only to the extent to which it can be satisfied out of property of that Obligor Trust out of which that Obligor Trustee is actually indemnified for the liability. This limitation of an Obligor Trustee s liability applies despite any other provision of this First Supplemental Indenture, the Securities or the Guarantees (except Section 1.3(c)) and extends to all liabilities and obligations of that Obligor Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this First Supplemental Indenture, the Securities or the Guarantees or any other document to which that Obligor Trustee is a party including, without limitation, any and all amounts due and owing to the Trustee under this Supplemental Indenture and the Existing Indenture. For the avoidance of doubt, any liability of the Obligor Trustee of an Obligor Trust arising under or in connection with this First Supplemental Indenture, the Securities or the Guarantees can only be satisfied out of the property of that Obligor Trust to which such liability relates. (b) No Holder nor the Trustee may sue the Obligor Trustee of an Obligor Trust in its personal capacity or seek the appointment of a liquidator, administrator, receiver or similar person to that Obligor Trustee or prove in any liquidation, winding-up, dissolution, administration, scheme, composition or arrangement of or affecting that Obligor Trustee. (c) The provisions of this Section 1.3 do not apply to any obligation or liability of an Obligor Trustee of an Obligor Trust to the extent that it is not satisfied because under the Constitution of that Obligor Trust or by operation of law there is a reduction in the extent of that Obligor Trustee s indemnification out of the assets of that Obligor Trust, as a result of that Obligor Trustee s fraud, negligence or breach of duty. 10

11 (d) An Obligor Trustee is not obligated to enter into any commitment or obligation in addition to its obligations under this First Supplemental Indenture, the Securities or the Guarantees unless that Obligor Trustee s liability is limited in a manner satisfactory to that Obligor Trustee in its absolute discretion. (e) All of the terms, clauses and conditions of this First Supplemental Indenture, the Securities and the Guarantees are subject to this Section 1.3. ARTICLE TWO GENERAL TERMS AND CONDITIONS OF THE NOTES Section 2.1. Forms of Notes Generally The 2025 Notes shall be in substantially the form set forth in Exhibit A-1 hereto, and the 2029 Notes shall be in substantially the form set forth in Exhibit A-2 hereto, in each case, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary thereof, the Code and regulations thereunder, or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. In certain cases described elsewhere herein, the legends set forth in the form of Notes attached as Exhibit A-1 and Exhibit A-2 hereto may be omitted from Notes issued hereunder. Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Global Notes in definitive, fully registered form without coupons, substantially in the form set forth in Exhibit A-1 and Exhibit A-2 hereto, with the notation of Guarantees in the form set forth therein and with such applicable legends as provided herein (each, a Restricted Global Note ). Such Restricted Global Notes shall be registered in the name of the Depositary, as common depositary for Euroclear and Clearstream, or its nominee and deposited with the Depositary or the Trustee, as custodian for the Depositary, duly executed by the Issuer, authenticated by the Trustee as herein provided and endorsed with the Guarantees by the Guarantors, for credit by Euroclear and Clearstream to the respective accounts of beneficial owners of the Notes represented thereby (or to such other accounts as they may direct). After such time as the applicable Distribution Compliance Period shall have terminated, each such Restricted Global Note shall be referred to herein as an Unrestricted Global Note. The Global Notes shall bear the legends provided for in the forms of Note attached as Exhibit A hereto and may be exchanged in whole or in part for Notes registered, and transfers of Restricted Global Notes and Unrestricted Global Notes in whole or in part may be registered, in the name or names of Persons other than the Depositary only as set forth herein and in the Indenture. The aggregate principal amount of any Restricted Global Note or any Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 2.3 hereof. 11

12 For all purposes of this First Supplemental Indenture, the term Restricted Note shall include all Notes issued upon registration or transfer of, in exchange for or in lieu of Restricted Notes except as otherwise provided in Section 2.3 hereof. For all purposes of this First Supplemental Indenture and the Note, the term Definitive Registered Note shall include all definitive Notes issued in registered form to owners of interests in Global Notes if (i) Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by the Issuer within 120 days; (ii) the Issuer, at its option, notifies the trustee and the Paying Agent in writing that it elects to exchange in whole, but not in part, the Global Note for Definitive Registered Notes; (iii) Euroclear or Clearstream so requests following an Event of Default under the Indenture; or (iv) the owner of a beneficial interest in a Global Note requests such exchange in writing delivered through Euroclear and Clearstream following an Event of Default under the Indenture. To the extent that the Global Note is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Notes registered in such names as the Depositary may direct. Section 2.2. Title and Terms The Notes shall be issued in two series. The 2025 Notes shall be one such series which shall be known and designated as the 2.125% Guaranteed Senior Notes Due 2025 of the Issuer, and the 2029 Notes shall be the other such series, which shall be known and designated as the 2.625% Guaranteed Senior Notes Due 2029 of the Issuer. The aggregate principal amount of the 2025 Notes that may initially be authenticated and delivered under this First Supplemental Indenture is limited to 300,000,000 and the aggregate principal amount of the 2029 Notes that may initially be authenticated and delivered under this First Supplemental Indenture is limited to 500,000,000, except, in each case, Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306 or 905 of the Existing Indenture or Article Two of this First Supplemental Indenture. The Issuer may, without the consent of the Holders of the Notes, issue additional notes having the same ranking, interest rate, Stated Maturity, CUSIP and ISIN numbers and terms as to status, redemption or otherwise as any series of the Notes, in which event such notes and the Notes of such series shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions. The Stated Maturity of the 2025 Notes shall be March 30, 2025, and they shall bear interest and have such other terms as are described in the form of Note attached hereto as Exhibit A-1. The Stated Maturity of the 2029 Notes shall be March 30, 2029, and they shall bear interest and have such other terms as are described in the form of Note attached hereto as Exhibit A-2. The Notes shall have the benefit of the Guarantees under the terms set forth in Article Thirteen of the Existing Indenture. The Issuer shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision, or at the option of a Holder thereof. The 2025 Notes and the 2029 Notes shall be redeemable at the election of the Issuer as specified in the form of Note attached hereto as Exhibit A-1 and Exhibit A-2, respectively, including pursuant to Section 1108 of the Existing Indenture. 12

13 The Notes shall be subject to the defeasance and discharge provisions of Sections 401 and 402 of the Existing Indenture and the defeasance of certain obligations and certain events of default provisions of Section 403 of the Existing Indenture, provided that the conditions as set forth in Section 404 of the Existing Indenture have been complied with. The Notes shall have the benefit of the covenants set forth in Article Ten of the Existing Indenture and Article Three hereof. The Notes shall be issuable only in registered form without coupons and only in denominations of 100,000 and integral multiples of 1,000 in excess thereof. The Notes shall be executed, authenticated, delivered and dated in accordance with Section 303 of the Existing Indenture. Section 2.3. Restricted Securities; Transfers and Exchanges (a) Restricted Notes. Restricted Notes shall be subject to the restrictions on transfer (the Transfer Restrictions ) provided in the applicable legend(s) (each, a Restrictive Legend ) required to be set forth on the face of each Restricted Note as set forth below, unless compliance with the Transfer Restrictions shall be waived by the Issuer in writing delivered to the Trustee. The following legend shall appear on each Restricted Global Note: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE SECURITIES ACT ) AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS SUCH NOTES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE FOREGOING SHALL NOT APPLY FOLLOWING THE EXPIRATION OF FORTY DAYS FROM THE LATER OF (I) THE DATE ON WHICH THESE NOTES WERE FIRST OFFERED AND (II) THE DATE OF ISSUANCE OF THESE NOTES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (K)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Transfer Restrictions shall cease and terminate with respect to any particular Restricted Note upon receipt by the Issuer of evidence satisfactory to it (which may include an opinion of independent counsel experienced in matters of United States federal securities law) that, as of the date of determination, such Restricted Note (a) has been transferred by the Holder thereof pursuant to Rule 144 promulgated under the Securities Act, (b) has been sold pursuant to an effective registration statement under the Securities Act, or (c) has been transferred in a transaction satisfying all the requirements of Rule 903 or 904 (as applicable) of Regulation S, and receipt by the Trustee of an Officers Certificate certifying that the Issuer has received such 13

14 evidence. All references in the preceding sentence to any regulation, rule or provision thereof shall be deemed also to refer to any successor provisions thereof. In addition, the Issuer may terminate the Transfer Restrictions with respect to any particular Restricted Note in such other circumstances as it determines are appropriate for this purpose and shall deliver to the Trustee an Officers Certificate certifying that the Transfer Restrictions have ceased and terminated with respect to such Note. As used in this Section 2.3(a), the term transfer encompasses any sale, pledge, transfer or other disposition of any Notes referred to herein. (b) [Reserved.] (c) Transfers of Beneficial Interests for Definitive Registered Notes. No owner of a beneficial interest in the Notes may transfer a beneficial interest in a Restricted Global Note for a Definitive Registered Note or to a Person who takes delivery thereof in the form of a Restriced Definitive Note prior to the expiration of the applicable Distribution Compliance Period. Thereafter, if any owner of a beneficial interest (an Owner Transferor ) proposes to transfer a beneficial interest in a Restricted Global Note for a Definitive Registered Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Registered Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 2.3(c). In such event, upon receipt by the Security Registrar of a certificate from such Owner Transferor substantially in the form of Annex A hereto, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.5 hereof, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Registered Note in the appropriate principal amount. Any Definitive Registered Note issued in exchange for a beneficial interest in a Restricted Global Note or Unrestricted Global Note pursuant to this Section 2.3(c) shall be registered in such name or names and in such authorized denomination or denominations as the Owner Transferor shall instruct the Security Registrar through instructions from the Depositary and the Agent Member whose account is to be debited. The Trustee shall deliver such Definitive Registered Notes to the Persons in whose names such Notes are so registered. (d) Transfers of Definitive Registered Notes for Beneficial Interests. If any Owner Transferor proposes to exchange a Definitive Registered Note for a beneficial interest in a Restricted Global Note or to transfer such Definitive Registered Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 2.3(d). Upon receipt by the Security Registrar of a certificate from such Owner Transferor substantially in the form of Annex A hereto and receipt of the Definitive Registered Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar (including signature guarantees), the Trustee will cancel the Definitive Registered Note and increase or cause to be increased the aggregate principal amount of the Restricted Global Note. (e) Transfers of Definitive Registered Notes for Definitive Registered Notes. Upon request by a Holder of Definitive Registered Notes and such Holder s compliance with the provisions of this Section 2.3(e), the Security Registrar will register the transfer or exchange of 14

15 Definitive Registered Notes. Prior to such registration of transfer, the requesting Holder must present or surrender to the Security Registrar the Definitive Registered Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar (including signature guarantees) duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide the Security Registrar a certificate substantially in the form of Annex A. (f) In case of any transfer or exchange the procedures and requirements for which are not addressed in detail in this Section 2.3, such transfer or exchange will be subject to such procedures and requirements as may be reasonably prescribed by the Issuer and the Trustee from time to time and, in the case of a transfer or exchange involving a Global Note, the Applicable Procedures. (g) Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty whatsoever to monitor the Issuer s compliance with Federal or State securities laws other than as set forth in this Section 2.3. Section 2.4 Adjustment to Global Notes If any beneficial interest in a Global Note is transferred to a Person who will take delivery thereof in the form of a Definitive Registered Note, the principal amount of Notes represented by such Global Note will be reduced accordingly by the Trustee or by the Depositary at the direction of the Trustee; and if the beneficial interest is being transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly by the Trustee or by the Depositary at the direction of the Trustee. Section 2.5 Appointment of Paying Agent The Issuer hereby appoints the Trustee as the Paying Agent in The City of London, United Kingdom, with respect to the Notes, and the Paying Agent hereby accepts such appointment. In acting under the Indenture and in connection with the Notes, the Paying Agent is acting solely as agent of the Issuer and does not assume any obligation toward, or any relationship of agency or trust for or with, any of the owners or holders of the Notes. ARTICLE THREE COVENANTS FOR BENEFIT OF HOLDERS OF NOTES Section 3.1. Financial Covenants The Issuer and each of the Parent Guarantors covenant and agree, for the benefit of the Holders of the Notes, as follows: (a) As at each Reporting Date, Net Debt will not exceed 65% of Net Assets; (b) As at each Reporting Date, Secured Debt will not exceed 45% of Total Assets; 15

16 (c) The ratio of EBITDA for the 12 month period ending on each Reporting Date to Interest Expense for the same period will be at least 1.50:1.00; and (d) As at each Reporting Date, Unencumbered Assets will be at least 125% of the aggregate principal amount of all outstanding Unsecured Debt. Section 3.2. Real Estate Valuations The Issuer and the Guarantors shall cause each of their real property assets, and the real property assets of each of their Subsidiaries, to be appraised no less frequently than once every three years, by an Approved Independent Valuer; provided, however, that the foregoing covenant shall not apply to real property assets undergoing, or scheduled to undergo, material construction or material development. Section 3.3 Maintenance of Agency If and for so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority. Section 3.3 Government Obligations With respect to the Notes, the following definition of Government Obligation shall replace the definition of Government Obligation in the Existing Indenture: Government Obligation in respect of the Notes means (x) any security that is (i) a direct obligation of the United Kingdom government or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United Kingdom government the payment of which is fully and unconditionally guaranteed by the United Kingdom government or the central bank of the United Kingdom government, which, in either case (x)(i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (x)(i) or (x)(ii) above or in any specific principal or interest payments due in respect thereof. ARTICLE FOUR MISCELLANEOUS Section 4.1. Covenant Defeasance For purposes of Section 403 of the Existing Indenture, the Issuer and the Guarantors, when they have complied with the terms and conditions of Article Four of the Existing Indenture, may also omit to comply with Article Three of this First Supplemental Indenture in addition to the sections enumerated in Section 403 of the Existing Indenture and such omission 16

17 to so comply shall not constitute an Event of Default under Section 501(4) of the Existing Indenture. Section 4.2. Conditions Precedent The effectiveness of this First Supplemental Indenture is conditioned upon the receipt by the Trustee of the item specified in Section 903 of the Existing Indenture. Section 4.3. Relationship to Existing Indenture This First Supplemental Indenture is a supplemental indenture within the meaning of the Existing Indenture. The Existing Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified, confirmed and approved including without limitation, Section 6.07 thereof, and, with respect to the Notes, the Existing Indenture, as supplemented and amended by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Section 4.4. Modification of the Existing Indenture Except as expressly modified by this First Supplemental Indenture, the provisions of the Existing Indenture shall govern the terms and conditions of the Notes. Section 4.5. Notices, Etc., to the Guarantors Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by the Indenture to be made upon, given or furnished to, or filed with a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to such Guarantor addressed to it at the address specified below or at any other address previously furnished in writing to the Trustee: c/o Westfield America Management Limited 2049 Century Park East, 41st Floor Los Angeles, California United States Facsimile no.: (310) Attention: General Counsel Section 4.6. Governing Law; Waiver of Jury Trial This instrument, including the Guarantees, shall be governed by and construed in accordance with the laws of the State of New York in the United States, including, without limitation, Sections and of the New York General Obligations Law and Rule 327(b) of the New York Civil Practice Laws. THE ISSUER AND EACH OF THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE 17

18 NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section 4.7. Counterparts This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Section 4.8. Trustee Disclaimer The Trustee shall not be responsible in any matter whatsoever for, or in respect of, the validity or sufficiency of this First Supplemental Indenture, except with respect to the execution hereof by the Trustee, nor shall the Trustee be responsible for, or in respect of, the recitals contained herein, all of which are made solely by the Issuer and the Guarantors. In acting under and by virtue of this First Supplemental Indenture, the Trustee shall have all of the rights, protections and immunities given to it under the Existing Indenture, all of which are incorporated by reference herein, mutatis mutandis. Section 4.9. Amendments Notwithstanding any provision in the Indenture to the contrary, in addition to any amendments permitted pursuant to the provisions of the Existing Indenture, Section 2.3 of this First Supplemental Indenture may be amended by the Issuer, Guarantors and the Trustee without the consent of any Holders of the Notes, in a manner the Issuer determines reasonably necessary to allow the Issuer, the Guarantors or the Holders to comply with applicable securities laws (and the Trustee shall be under no obligation to give effect to such an amendment unless it has received an Officers Certificate confirming that such determination). Section Severability In case any provision in this Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section Effect of Headings The section headings herein are for convenience only and shall not affect the construction hereof. 18

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