Exhibit
10.1


EXECUTION
COPY


FIRST
AMENDMENT TO THE $1,500,000,000 SECOND AMENDED AND

RESTATED REVOLVING LOAN FACILITY CREDIT AGREEMENT


This FIRST AMENDMENT TO
THE $1,500,000,000 SECOND AMENDED AND RESTATED REVOLVING LOAN FACILITY CREDIT
AGREEMENT (this “First Amendment”) is made and dated as of the 3rd day
of July, 2007, by and
among THE MACERICH PARTNERSHIP, L.P., a limited partnership organized under the
laws of the state of Delaware (“Macerich Partnership”), AS BORROWER; THE
MACERICH COMPANY, a Maryland corporation (“MAC”); MACERICH WRLP II CORP., a Delaware
corporation (“Macerich WRLP II Corp.”); MACERICH WRLP II LP, a
Delaware limited partnership (“Macerich WRLP II LP”); MACERICH WRLP
CORP., a Delaware corporation (“Macerich WRLP Corp.”); MACERICH WRLP
LLC, a Delaware limited liability company (“Macerich WRLP LLC”);
MACERICH TWC II CORP., a Delaware corporation (“Macerich TWC Corp.”);
MACERICH TWC II LLC, a Delaware limited liability company (“Macerich TWC LLC”);
MACERICH WALLEYE LLC, a Delaware limited liability company (“Macerich
Walleye LLC”); IMI WALLEYE LLC, a Delaware limited liability company (“IMI
Walleye LLC”); and WALLEYE RETAIL INVESTMENTS LLC, a Delaware limited
liability company (“Walleye Investments LLC”), AS GUARANTORS; THE
LENDERS FROM TIME TO TIME PARTY HERETO (collectively and severally, the “Lenders”);
and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent” or “DBTCA”) and  as collateral agent for the Benefited Creditors.


RECITALS


A.            Pursuant to that
certain Second Amended and Restated Credit Agreement, dated as of July 20,
2006, as amended or otherwise modified to date (the “Credit Agreement”),
by and among the Borrower, MAC, the lenders from time to time party thereto
(the “Existing Lenders”), and the Administrative Agent, the Existing
Lenders have made $1,500,000,000 of revolving credit facilities available to
the Borrower and certain subsidiaries and affiliates of the Borrower.  Initially capitalized terms used herein and
not otherwise defined have the respective meanings given to such terms in the
Credit Agreement.


B.            The Borrower has
requested that certain modifications to the Credit Agreement as more fully set
forth herein.


C.            The Lenders party
hereto and the Borrower have agreed to amend the Credit Agreement and DBTCA has
agreed to act as administrative agent on behalf of the Lenders and as
collateral agent on behalf of the Benefited Creditors on the terms and subject
to the conditions set forth herein and in the other Loan Documents.



 1
 









NOW, THEREFORE, in
consideration of the foregoing Recitals and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:


AGREEMENT


1.             Amendments to
Annex I of the Credit Agreement. 
Effective as of the date hereof, Annex I of the Credit Agreement is
hereby amended as follows:


(a)           The definition of “Affiliate Guarantors”
is hereby amended by deleting the words “Macerich Great Falls Limited
Partnership, a California limited partnership” and “Macerich Oklahoma Limited
Partnership, a California limited partnership” from that definition.


(b)           The definition of “Applicable Base Rate”
is hereby amended in its entirety to read as follows:


“Applicable
Base Rate” shall mean, with respect to any Base Rate Loan for the Interest
Period applicable to such Base Rate Loan, the floating rate per annum equal to
the daily average Base Rate in effect during the applicable calculation period
plus the percentage (per annum) set forth below which corresponds to the
applicable ratio of Total Liabilities to Gross Asset Value (expressed as a
percentage) as measured at the end of each Fiscal Quarter:


	
  Ratio of Total Liabilities

  to Gross Asset Value

  	
   

  	
  Base Rate Spread

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 60%

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greater than or equal
  to 60%

  	
   

  	
  .10

  	
  %

  



 


Notwithstanding the foregoing, if the Compliance Certificate is not
delivered pursuant to the Credit Agreement for purposes of calculating the
ratio of Total Liabilities to Gross Asset Value (or if such calculation cannot
be made for any other reason), then the “Base Spread” above shall be .10%.  Any change in the Applicable Base Rate
resulting from a change in the ratio of Total Liabilities to Gross Asset Value
shall not take effect until the fifth Business Day after the Compliance
Certificate with respect to a Fiscal Quarter is (or is required to be)
delivered.


(c)           The definition of “Applicable LIBO Rate”
is hereby amended in its entirety to read as follows:



 2
 









“Applicable LIBO Rate” shall mean, with respect
to any LIBO Rate Loan for the Interest Period applicable to such LIBO Rate
Loan, the per annum rate equal to the Reserve Adjusted LIBO Rate plus
the percentage (per annum) set forth below which corresponds to the applicable
ratio of Total Liabilities to Gross Asset Value (expressed as a percentage) as
measured at the end of each Fiscal Quarter:


	
  Ratio of Total Liabilities

  to Gross Asset Value

  	
   

  	
  LIBO Spread

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 50%

  	
   

  	
  0.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greater than or
  equal to 50% but less than 55%

  	
   

  	
  0.90

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greater than or
  equal to 55% but less than 60%

  	
   

  	
  1.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greater than or equal
  to 60%

  	
   

  	
  1.10

  	
  %

  



 


Notwithstanding
the foregoing, if the Compliance Certificate is not delivered pursuant to the
Credit Agreement for purposes of calculating the ratio of Total Liabilities to
Gross Asset Value (or if such calculation cannot be made for any other reason),
then the “LIBO Spread” above shall be 1.1%. 
Any change in the Applicable LIBO Rate resulting from a change in the
ratio of Total Liabilities to Gross Asset Value shall not take effect until the
fifth Business Day after the Compliance Certificate with respect to a Fiscal
Quarter is (or is required to be) delivered.


(d)           The definition of “Applicable Unused Line
Fee Percentage” is hereby amended in its entirety to read as follows:


“Applicable
Unused Line Fee Percentage” means, for any day, with respect to the unused
line fee payable under Section 2.11 of the Credit Agreement, the
applicable rate per annum set forth below under the caption “Unused Line Fee
Rate” based upon the average daily Usage Percentage during the immediately
preceding month or shorter period if calculated on the Commitment Termination
Date:



 3
 









 




	
  Usage

  Percentage

  	
   

  	
  Unused Line Fee Rate

  	
   

  
	
  Less than 50%

  	
   

  	
  0.15

  	
  %

  
	
  Greater than or equal
  to 50%

  	
   

  	
  0.10

  	
  %

  






 


2.             Amendment
Effective.  This First Amendment will
be effective when:


(a)           this First Amendment
has been duly executed and delivered by Borrower, the Administrative Agent, the
Collateral Agent and the Lenders; and


(b)           the Borrower has paid the reasonable fees and expenses of
the Administrative Agent in connection with this First Amendment.


3.             Covenants,
Representations and Warranties of the Borrower.


(a)           The Borrower and each
other Borrower Party (by its execution of this First Amendment), reaffirm all terms, covenants,
representations and warranties (except to the extent such representations and
warranties pertain solely to an earlier date as set forth in the Loan
Documents) that they made in the Loan Documents, as Modified by this First
Amendment.


(b)           The Borrower represents
and warrants to the Lenders, the Administrative Agent and the Collateral Agent
that (i) The Borrower has the legal power and authority to enter into this
First Amendment without consent or approval by any third party and
(ii) this First Amendment constitutes the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except, in each case, as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles affecting enforceability.


(c)           The Borrower represents
and warrants to the Lenders, the Administrative Agent and the Collateral Agent
that, as of the date hereof, (i) no Default or Event of Default has occurred
and is continuing; (ii) no Default or Event of Default will occur as a result
of the execution, delivery and performance by the Borrower of this Amendment;
(iii) the Borrower has not given
any notice of any uncured Default under the Credit Agreement; and (iv) there
are no legal proceedings commenced or threatened by any Borrower Party against
the Lenders, the Administrative Agent or the Collateral Agent.


(d)           The Borrower confirms
and acknowledges that, as of the date hereof, neither it nor any other Borrower
Party has any offsets, defenses, claims, counterclaims, setoffs, or other basis
for reduction with respect to any of the obligations.



 4
 









4.             Effect Upon Loan
Documents.


(a)           Except as specifically
set forth in this First Amendment, the Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.


(b)           The parties hereto
specifically acknowledge and agree that the Credit Agreement, as hereby
amended, is in full force and effect in accordance with its terms and has not
been Modified, except pursuant to this First Amendment.


(c)           All references to the “Credit
Agreement” in the Credit Agreement and any other Loan Document shall mean and
refer to the Credit Agreement, as Modified hereby.


(d)           This First Amendment
shall be a Loan Document for all purposes under the Credit Agreement.


(e)           Except to the extent
expressly set forth herein, the execution, delivery and effectiveness of this
First Amendment shall not operate as a waiver of any right, power or remedy of
any Lender, the Administrative Agent or the Collateral Agent under the Loan
Documents, or any other document, instrument or agreement executed and/or
delivered in connection therewith.


5.             Governing Law.  THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED,
HOWEVER, THAT AGENTS AND LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.


6.             Counterparts.  This First Amendment may be executed by one
or more of the parties to this First Amendment in any number of separate
counterparts, each of which, when so executed, shall be deemed an original, and
all of such counterparts taken together shall be deemed to constitute but one
and the same instrument.


[Signatures Begin on Next Page]



 5















IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to the $1,500,000,000 Second
Amended and Restated Revolving Loan Facility Credit Agreement to be executed as
of the day and year first above written.


BORROWER:


	
  

  	
  THE MACERICH PARTNERSHIP, L.P.,

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich Company,

  
	
   

  	
   

  	
  a Maryland corporation,

  
	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Secretary

  
	
   

  	
   

  	
   

  	
   

  	
  and General Counsel

  
						



 


GUARANTORS:


	
  

  	
  THE MACERICH COMPANY,

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Secretary

  
	
   

  	
   

  	
   

  	
  and General Counsel

  
					



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND
RESTATED


REVOLVING LOAN FACILITY CREDIT AGREEMENT













 


	
  

  	
  MACERICH TWC II CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Secretary and

  
	
   

  	
   

  	
   

  	
  General Counsel

  



 


	
  

  	
  MACERICH TWC II LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich Partnership, L.P., 

  
	
   

  	
   

  	
  a Delaware limited partnership,

  
	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Macerich Company, 

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, 

  
	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Secretary and General

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Counsel

  



 


	
  

  	
  MACERICH WRLP CORP., 

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Secretary and

  
	
   

  	
   

  	
   

  	
  General Counsel

  



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND
RESTATED


REVOLVING
LOAN FACILITY CREDIT AGREEMENT













 


	
  

  	
  MACERICH WRLP, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich Partnership, L.P., 

  
	
   

  	
   

  	
  a Delaware limited partnership,

  
	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Macerich Company, 

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, 

  
	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Secretary and General

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Counsel

  



 


	
  

  	
  MACERICH WRLP II CORP., 

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Secretary and 

  
	
   

  	
   

  	
   

  	
  General Counsel

  



 


	
  

  	
  MACERICH WRLP II, LP,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Macerich WRLP II Corp., 

  
	
   

  	
   

  	
  a Delaware corporation,

  
	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Secretary

  
	
   

  	
   

  	
   

  	
   

  	
  and General Counsel

  



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND
RESTATED


REVOLVING
LOAN FACILITY CREDIT AGREEMENT













 


	
  

  	
  MACERICH WALLEYE LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich Partnership, L.P., 

  
	
   

  	
   

  	
  a Delaware limited partnership,

  
	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Macerich Company, 

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, 

  
	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Secretary and General 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Counsel

  



 


	
  

  	
  IMI WALLEYE LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich Partnership, L.P., 

  
	
   

  	
   

  	
  a Delaware limited partnership,

  
	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Macerich Company, 

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, 

  
	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Secretary and General

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Counsel

  



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND RESTATED


REVOLVING
LOAN FACILITY CREDIT AGREEMENT













 


	
  

  	
  MACERICH WESTSIDE ADJACENT LIMITED

  
	
   

  	
  PARTNERSHIP,

  
	
   

  	
  a California limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Macerich Westside Adjacent GP Corp.,

  
	
   

  	
   

  	
  a Delaware corporation,

  
	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Secretary 

  
	
   

  	
   

  	
   

  	
   

  	
  and General Counsel

  
						



 


	
  

  	
  MACERICH SASSAFRAS LIMITED PARTNERSHIP,

  
	
   

  	
  a California limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Macerich Sassafras GP Corp.,

  
	
   

  	
   

  	
  a Delaware corporation,

  
	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Secretary 

  
	
   

  	
   

  	
   

  	
   

  	
  and General Counsel

  
						



 


	
  

  	
  NORTHGATE MALL ASSOCIATES,

  
	
   

  	
  a California general partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich Company,

  
	
   

  	
   

  	
  a Maryland corporation,

  
	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Secretary 

  
	
   

  	
   

  	
   

  	
   

  	
  and General Counsel

  
						



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND
RESTATED


REVOLVING
LOAN FACILITY CREDIT AGREEMENT













 


	
  

  	
  WALLEYE RETAIL INVESTMENTS LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Macerich Walleye LLC, 

  
	
   

  	
   

  	
  a Delaware limited liability company,

  
	
   

  	
   

  	
  Its managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Macerich Partnership, L.P., 

  
	
   

  	
   

  	
   

  	
  a Delaware limited partnership,

  
	
   

  	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  The Macerich Company, 

  
	
   

  	
   

  	
   

  	
   

  	
  a Maryland corporation, 

  
	
   

  	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  President, Secretary and 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  General Counsel

  
								



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND
RESTATED


REVOLVING
LOAN FACILITY CREDIT AGREEMENT













LENDERS AND
AGENTS:


	
  

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as

  
	
   

  	
  Administrative Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Rolison

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James Rolison

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Wang

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Linda Wang

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND
RESTATED


REVOLVING
LOAN FACILITY CREDIT AGREEMENT

















Comerica Bank


	
  By: 

  	
  /s/ James Graycheck

  	
   

  
	
  Name: 

  	
  JAMES GRAYCHECK

  
	
  Title: 

  	
  VICE PRESIDENT

  



P


GOLDMAN SACHS CREDIT
PARTNERS L.P.


	
  By:

  	
  /s/ Douglas Tansey

  	
   

  
	
  Name:

  	
  Douglas Tansey

  
	
  Title:

  	
  Authorized Signatory

  



 


Emigrant Realty Finance,
LLC


	
  By:

  	
  /s/ David J. Feingold

  	
   

  
	
  Name:

  	
  David J. Feingold

  
	
  Title:

  	
  Managing Director

  



 


BARCLAYS BANK PLC


	
  By:

  	
  /s/ Esther Carr

  	
   

  
	
  Name:

  	
  Esther Carr

  
	
  Title:

  	
  Manager

  



 


HUA NAN COMMERCIAL BANK, LTD.


NEW YORK AGENCY


	
  By:

  	
  /s/ Henry Hsieh

  	
   

  
	
  Name:

  	
  Henry Hsieh

  
	
  Title:

  	
  Assistant Vice President

  



 


E. Sun Commercial Bank,
Ltd., Los Angeles Branch


	
  By:

  	
  /s/ Benjamin Lin

  	
   

  
	
  Name:

  	
  Benjamin Lin

  
	
  Title:

  	
  EVP & General Manager

  



 


[MIDFIRST BANK, a
federally chartered savings association]


	
  By:

  	
  /s/ Todd G. Wright

  	
   

  
	
   

  	
  Todd G. Wright

  
	
   

  	
  Vice President

  



 


Union Bank of California


	
  By:

  	
  /s/ Gilbert Rosas

  	
   

  
	
  Name:

  	
  Gilbert Rosas

  
	
  Title:

  	
  Vice President

  



 


People’s United Bank


	
  By:

  	
  /s/ Maurice Fry

  	
   

  
	
  Name:

  	
  Maurice Fry

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND RESTATED


REVOLVING LOAN FACILITY CREDIT
AGREEMENT











Mega International Commercial
Bank Co., Ltd., Los Angeles Branch


	
  By:

  	
  /s/ Chia Jang Liu

  	
   

  
	
  Name:

  	
  Chia Jang Liu

  
	
  Title:

  	
  SVP & General Manager

  



 


WELLS FARGO BANK,
NATIONAL ASSOCIATION


	
  By:

  	
  /s/ Bryan Stevens

  	
   

  
	
  Name:

  	
  Bryan Stevens

  
	
  Title:

  	
  Vice President

  



 


Chang Hwa Commercial
Bank, Ltd., New York Branch


	
  By:

  	
  /s/ Jim C.Y. Chen

  	
   

  
	
  Name:

  	
  Jim C.Y. Chen

  
	
  Title:

  	
  VP & General Manager

  



 


BAYERISCHE LANDESBANK,
New York Branch


	
  By:

  	
  /s/ Timothy
  Wagner

  	
   

  
	
   

  	
  Timothy Wagner

  
	
   

  	
  First Vice
  President

  



 


	
  By:

  	
  /s/ Donna M.
  Quilty

  	
   

  
	
   

  	
  Donna M. Quilty

  
	
   

  	
  Vice President

  



 


 


	
  

  	
  EUROHYPO AG, NEW YORK BRANCH, as 

  
	
   

  	
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert D. Gominiak

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert D. Gominiak

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Stephen Cox

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen Cox

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  



 


HYPO REAL ESTATE CAPITAL
CORPORATION


	
  By:

  	
  /s/ Christoph Donner

  	
   

  
	
  Name:

  	
  Christoph Donner

  
	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Johann Jauss

  	
   

  
	
  Name:

  	
  Johann Jauss

  
	
  Title:

  	
  Senior Associate

  



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND RESTATED


REVOLVING LOAN FACILITY
CREDIT AGREEMENT















 


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  a national banking association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrian Metter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Adrian Metter

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


Land Bank of Taiwan


	
  By:

  	
  /s/ Henry C.R. Leu

  	
   

  
	
  Name:

  	
  Henry C.R. Leu

  
	
  Title:

  	
  Vice President & General Manager, Los Angeles
  Branch

  



 


PNC BANK, NATIONAL
ASSOCIATION


	
  By:

  	
  /s/ 

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
  Senior Vice President

  



 


JPMorgan Chase Bank,
N.A., as Syndication Agent and a Lender


	
  By:

  	
  /s/ Marc E. Costantino

  	
   

  
	
  Name:

  	
  Marc E. Costantino

  
	
  Title:

  	
  Executive Director

  



 


Sovereign Bank


	
  By:

  	
  /s/ T. Gregory Donohue

  	
   

  
	
  Name:

  	
  T. Gregory Donohue

  
	
  Title:

  	
  Senior Vice President

  



 


[LENDER]


	
  By:

  	
  /s/ Mathels

  	
   

  
	
  Name:

  	
  Mathels

  	
   

  
	
  Title:

  	
  Exec. Dir.

  	
   

  



 


	
  

  	
  Schappo 706382

  
	
   

  	
   

  
	
   

  	
  /s/ Schappo

  	
   

  
	
   

  	
   

  
	
   

  	
  

  



 





[LENDER]


	
  By:

  	
  /s/ 

  	
   

  	
  /s/ Christian
  Girke

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Christian Girke

  	
   

  
	
  Title:

  	
  SVP

  	
   

  	
  Vice President

  	
   

  



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND RESTATED


REVOLVING LOAN FACILITY
CREDIT AGREEMENT











BANK OF AMERICA, N.A.


	
  By:

  	
  /s/ James P. Johnson

  	
   

  
	
  Name:

  	
  James P. Johnson

  
	
  Title:

  	
  Senior Vice President

  



 


The Royal Bank of
Scotland, plc


	
  By:

  	
  /s/ Brett E. Thompson

  	
   

  
	
  Name:

  	
  Brett E. Thompson

  
	
  Title:

  	
  Vice President

  



 


United of Omaha Life
Insurance Company


	
  By:

  	
  /s/ B. Peter Newland III

  	
   

  
	
  Name:

  	
  B. Peter Newland III

  
	
  Title:

  	
  Senior Vice President

  



 


THE BANK OF EAST
ASIA, LIMITED, LOS ANGELES BRANCH


	
  By:

  	
  /s/ David Loh

  	
   

  
	
  Name:

  	
  David Loh

  
	
  Title:

  	
  EVP-Chief Lending Officer

  



 


	
  By:

  	
  /s/ Victor Li

  	
   

  
	
  Name:

  	
  Victor Li

  
	
  Title:

  	
  General Manager

  



 


ING REAL ESTATE FINANCE (USA), LLC


Senior Managing Agent


	
  By:

  	
  /s/ Maria D. Kastanis

  	
   

  
	
  Name:

  	
  Maria D. Kastanis

  
	
  Title:

  	
  Senior Director

  



 


First Commercial Bank,
New York Agency


	
  By:

  	
  /s/ Bruce M. J. Ju

  	
   

  
	
  Name:

  	
  Bruce M. J. Ju

  
	
  Title:

  	
  SVP & General Manager

  



 


MORGAN STANLEY BANK


	
  By:

  	
  /s/ Daniel Twenge

  	
   

  
	
  Name:

  	
  Daniel Twenge

  	
   

  
	
  Title:

  	
  Authorized
  Signatory

  	
   

  
	
   

  	
  Morgan Stanley
  Bank

  	
   

  



 


RAYMOND JAMES BANK, FSB


	
  By:

  	
  /s/ William J. Hindman

  	
   

  
	
  Name:

  	
  William J. Hindman

  
	
  Title:

  	
  Vice President, Senior Real Estate Banker

  



 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND RESTATED


REVOLVING LOAN FACILITY
CREDIT AGREEMENT















MERRILL LYNCH BANK USA,


	
  By:

  	
  /s/ David Millett

  	
   

  
	
  Name:

  	
  David Millett

  
	
  Title:

  	
  Vice President

  
				



 


[LENDER]


	
  By:

  	
  /s/ Gabe Potyondy

  	
   

  
	
  Name:

  	
  Gabe Potyondy

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
  Investment Advisor to

  	
   

  
	
   

  	
  AIB Debt Management Limited

  	
   

  
				



 


	
  By:

  	
  /s/ Derrick Lynch

  	
   

  
	
  Name:

  	
  Derrick Lynch

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
  Investment Advisor to

  	
   

  
	
   

  	
  AIB Debt Management, Limited

  	
   

  
				



 


SOCIÉTÉ GÉNÉRALE


	
  By:

  	
  /s/ Don Mason

  	
   

  
	
  Name:

  	
  Don Mason

  
	
  Title:

  	
  Managing Director

  



 


Calyon New York Branch


	
  By:

  	
  /s/ John A. Wain

  	
   

  
	
  Name:

  	
  John A. Wain

  
	
  Title:

  	
  Managing Director

  



 


	
  By:

  	
  /s/ Daniel J. Reddy

  	
   

  
	
  Name:

  	
  Daniel J. Reddy

  
	
  Title:

  	
  Director

  



 


BANK OF THE WEST,


a California banking
corporation


	
  By:

  	
  /s/ Pamela McGlynn

  	
   

  
	
   

  	
  Pamela McGlynn, Vice President and

  
	
   

  	
  Documentation Supervisor

  



 


	
  By:

  	
  /s/ Stacey Michrowski

  	
   

  
	
   

  	
  Stacey Michrowski,

  
	
   

  	
  Senior Vice Presient

  



 


 


Signature Page to


Macerich FIRST AMENDMENT TO THE


$1,500,000,000 SECOND AMENDED AND RESTATED


REVOLVING LOAN FACILITY
CREDIT AGREEMENT