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INSURANCE AGREEMENT
AGREEMENT made as of the ___ day of __________, 2000 by and among Head
Acquisition, L.P. ("Head Acquisition LP"), a Delaware limited partnership, Urban
Shopping Centers, L.P., an Illinois limited partnership ("Urban LP"), and JMB
Insurance Agency Co., an Illinois corporation ("JMB Insurance"). All capitalized
terms used herein without specific definition shall be as defined in the Merger
Agreement (as defined below).
WITNESSETH:
WHEREAS, pursuant to the terms of the Agreement and Plan of Merger,
dated as of September 25, 2000, by and among Rodamco North America, N.V., a
company organized under the laws of the Netherlands, Hexalon Real Estate, Inc.,
a Delaware corporation, Head Acquisition LP, Head Acquisition Corp., a Delaware
corporation ("Head Acquisition Corp."), Urban Shopping Centers, Inc., a Maryland
corporation ("Urban"), and Urban LP (the "Merger Agreement"), either (i) Head
Acquisition LP is merging with Urban or (ii) Head Acquisition Corp is merging
with Urban and the successor is then merging with Head Acquisition LP,
resulting, in either case, in Head Acquisition LP becoming the sole general
partner of Urban LP; and
WHEREAS, JMB Insurance currently provides insurance services to Urban
LP and its various affiliated entities;
NOW, THEREFORE, in consideration of the mutual agreements and the
premises set forth herein, the parties hereto, intending to be legally bound, do
hereby agree as follows:
Section 1. ENGAGEMENT OF JMB INSURANCE. Each of Head Acquisition LP and
Urban LP agrees that, subject to any contractual commitments of Urban, Urban LP
and any of their respective subsidiaries on the date of the Merger Agreement, it
will, and will cause each of its subsidiaries to, for a period ending five years
following the Effective Time, offer to JMB Insurance the right to provide all
property casualty insurance brokerage for Urban LP and its subsidiaries, such
brokerage to be provided on terms which are no less favorable than would be
obtained from an unaffiliated third party with financially stable insurance
carriers having adequate capacity for the risks covered.
Section 2. NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be deemed given if delivered personally,
sent by overnight courier (providing proof of delivery) to the parties or sent
by telecopy (providing confirmation of transmission) at the following addresses
or telecopy numbers (or at such other address or telecopy number for a party as
shall be specified by like notice):
(a) If to Head Acquisition LP, to:
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Head Acquisition, L.P.
c/o Rodamco North America N.V.
950 E. Paces Ferry Road, Suite 2275
Atlanta, Georgia 30326
Attention: Gerald E. Egan
Phone: (404) 266-9910
Fax: (404) 995-7276
With a copy to:
Winston & Strawn
35 West Wacker Drive
Chicago, IL 60601
Attn: Steven J. Gavin, Esq.
Phone: (312) 558-5600
Fax: (312) 558-5700
(b) If to Urban LP, to:
Urban Shopping Centers, L.P.
c/o Rodamco North America
950 E. Paces Ferry Road, Suite 2275
Atlanta, Georgia 30326
Attention: Gerald E. Egan
Phone: (404) 266-9910
Fax: (404) 995-7276
With a copy to:
Winston & Strawn
35 West Wacker Drive
Chicago, IL 60601
Attention: Steven J. Gavin
Phone: (312) 558-5600
Fax: (312) 558-5700
(c) If to JMB Insurance, to:
JMB Insurance Agency Co.
900 North Michigan Avenue
Chicago, IL 60611
Attention: A. Lee Sacks
Phone: (312) 915-2222
Fax: (312) 915-2189
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with a copy to:
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, IL 60603
Attention: Edward Schneidman
Phone (312) 782-0600
Fax: (312) 701-7711
Section 3. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with, the laws of the State of Delaware regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
Section 4. ENTIRE AGREEMENT. This Agreement contains the entire
agreement among the parties and supercedes all prior agreements and
understandings, whether written or oral, between the parties with respect to the
subject matter of this Agreement. This Agreement may not be amended or revised
except by a writing signed by all parties hereto.
Section 5. SEPARATE COUNTERPARTS. This Agreement may be executed in
several identifical counterparts, all of which when taken together shall
constitute but one instrument, and it shall not be necessary in any court of law
to introduce more than one fully executed counterpart in proving this Agreement.
Section 6. SEVERABILITY. The provisions of this Agreement are severable
and the invalidity of any provision shall not affect the validity of any other
provisions.
Section 7. ASSIGNMENTS. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assignable by any of the
parties without the prior written consent of the other parties; provided that
this Agreement and the rights, interests and obligations of JMB Insurance are
assignable to any Permitted Person (as defined below) who acquires all or any
substantial portion of the business of JMB Insurance. For purposes of this
Section 7, an assignment of this Agreement shall be deemed to occur upon any
direct or indirect transfer of equity interests representing a majority of the
voting power or value of all of the outstanding equity interests of JMB
Insurance. For purposes of this Section 7, "Permitted Person" means (i) any
affiliate of any holder of any equity interest in JMB Insurance on the date
hereof and (ii) any person that (x) is reasonably experienced in the provision
of property and casualty insurance brokerage services to companies (whether
engaged in retail property ownership or otherwise) of a comparable size as Urban
and (y) is not a direct or indirect competitor of Urban LP.
Section 8. CAPTIONS. The captions herein have been inserted solely for
convenience of reference and in no way define, limit or describe the scope or
substance of any provision of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
Head Acquisition, L.P.
By: Hexalon Real Estate, Inc.,
its general partner
By:
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Name:
Title:
Urban Shopping Centers, L.P.
By: Head Acquisition, L.P.,
its general partner
By: Hexalon Real Estate, Inc.,
its general partner
By:
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Name:
Title:
JMB Insurance Agency Co.
By:
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Name:
Title:
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