Exhibit
10.4


 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and
entered into as of September 30, 2009 by and between The Macerich Company,
a Maryland corporation (the “Company”), and Heitman M-rich Investors LLC,
a Delaware limited liability company (the “Investor”).


 


RECITALS


 


WHEREAS, pursuant to
the terms of that certain Purchase Agreement for Interests in Limited
Partnership, dated as of September 30, 2009 (the “Purchase Agreement”),
Investor and/or its Affiliate(s) are purchasing an aggregate 50% interest
in FREEHOLD CHANDLER HHF HOLDINGS LP, a Delaware limited partnership (the “Partnership”),
and in connection therewith are concurrently herewith entering into the
Agreement of Limited Partnership (the “Limited Partnership Agreement”)
of the Partnership, dated as of September 30, 2009, with Affiliates of the
Company;


 


WHEREAS, in
consideration of the Investor entering into the Purchase Agreement and the
Limited Partnership Agreement and consummating the transactions contemplated
thereby, the Company has agreed to issue warrants to purchase common stock of
the Company (the “Warrants”);


 


WHEREAS, the Warrants
are being issued without registration under the Securities Act of 1933, as
amended (the “Securities Act”), and the Warrants will be exercisable for
unregistered shares of common stock of the Company (the “Common Shares”);
and


 


WHEREAS, in connection
with the Investor entering into the Limited Partnership Agreement and
consummating the transactions contemplated thereby, the Company has agreed to
grant certain registration rights to the Investor with respect to the Common
Shares.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and
covenants of the parties set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


 


Section 1.                                          Additional
Definitions.  In this Agreement the following terms shall
have the following respective meanings:


 


“Affiliate” of any
Person shall mean a Person that directly or indirectly, including through one
or more intermediaries, controls, is controlled by, or is under common control
with, the first-mentioned Person.


 


“Automatic Shelf”
means a Shelf Registration Statement which shall become effective upon filing
thereof pursuant to General Instruction I.D. of Form S-3.


 


“Commission” shall
mean the U.S. Securities and Exchange Commission or any other federal agency at
the time administering the Securities Act.


 

















 


“Company” shall have
the meaning set forth in the recitals to this Agreement, and shall be deemed to
refer to all successors, including by operation of law.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the relevant time.


 


“Person” shall mean
an individual, corporation, partnership, limited liability company, estate,
trust, association, private foundation, joint stock company or other entity.


 


The terms “Register,”
“Registered” and “Registration” refer to a registration effected
by preparing and filing a Registration Statement in compliance with the
Securities Act providing for the issuance to, or the sale by, the Investor of
Registrable Shares in accordance with the method or methods of distribution
described in such Registration Statement, and the declaration or ordering of
the effectiveness of such Registration Statement by the Commission.


 


“Registrable Shares”
shall mean the Common Shares, including any Common Shares issued in redemption
or exchange for, or in replacement of such Common Shares.


 


“Registration Expenses”
shall mean all out-of-pocket expenses (excluding Selling Expenses) incurred by
the Company in connection with any attempted or completed registration pursuant
to this Agreement, including the following: (a) registration, filing and
listing fees; (b) fees and expenses of compliance with federal and state
securities laws; (c) printing, shipping and delivery expenses; (d) fees
and disbursements of counsel for the Company; (e) fees and disbursements
of all independent public accountants of the Company; (f) fees and
expenses of listing of the Registrable Shares on each securities exchange on
which securities of the same class or series are then listed; and (g) fees
and expenses associated with any filing with the Financial Industry Regulatory
Authority required to be made in connection with the Registration Statement.


 


“Registration Statement”
shall mean a Shelf Registration Statement or an Automatic Shelf, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the prospectus contained
therein or related thereto, all exhibits thereto and all materials and
documents incorporated by reference therein.


 


“Rule 144” shall
mean Rule 144 promulgated by the Commission under the Securities Act, or
any successor rule or regulation.


 


“Selling Expenses”
shall mean all underwriting discounts, selling commissions and stock transfer
taxes applicable to any sale of Registrable Shares.


 


Section 2.                                          Shelf
Registration.


 


(a)                                  Within sixty
(60) days from the date first written above, the Company shall file a
registration statement on Form S-3 or another appropriate form (a “Shelf
Registration Statement”) pursuant to Rule 415 under the Securities Act
relating to the resale of all Registrable Shares in an offering to be made on a
continuous basis, which Shelf Registration Statement will contemplate the
ability of the Investor to do an underwritten offering. The Company agrees to
use commercially reasonable efforts to cause such Shelf Registration Statement
to be declared


 

















 


effective by the
Commission.  In lieu of filing a Shelf
Registration Statement as described in the previous sentence, the Company may
designate an existing Automatic Shelf for the registration of the resale of the
Registrable Shares.  In the event that
the Company exercises this option, it shall be obligated to use commercially
reasonable efforts to prepare and file a supplement to the prospectus contained
in such Automatic Shelf to cover resales of the Registrable Shares by the
Investor within thirty (30) days from the date first written above.  The Company agrees to keep such Shelf
Registration Statement or Automatic Shelf, as the case may be, effective until
the date that is the earlier of (i) the date on which the Registrable
Shares have been disposed of by Investor, and (ii) the date on which all
of the Registrable Shares may be sold in one transaction without restriction
pursuant to Rule 144.


 


(b)                                 Notwithstanding
the foregoing, the Company shall have the right (the “Deferral Right”)
to defer any such filing (or suspend sales under any filed Registration
Statement or defer the updating of any filed Registration Statement and suspend
sales thereunder) for a period of not more than 105 days during any one-year
period ending on December 31, if the Company determines in its discretion
that it would be detrimental to the Company and its stockholders to file such
Registration Statement or amendment thereto at such time (or continue sales
under a filed Registration Statement).


 


(c)                                  The Investor
may sell the Registrable Shares covered by such Registration Statement in an
underwritten offering.  The Company shall
reasonably cooperate with Investor in order to facilitate the disposition of
the Registrable Shares in an underwritten offering.  The Investor may select the managing
underwriter in connection with such registration, provided that such managing
underwriter must be reasonably satisfactory to the Company.  The Company may select any additional
investment banks to be used in connection with the offering.


 


Section 3.                                          Registration
Procedures.


 


(a)                                  The Company
shall promptly notify the Investor of the occurrence of any of the following
events as soon as reasonably practicable following the Company obtaining actual
knowledge of the same:


 


(i)                                     when any
Registration Statement relating to the Registrable Shares has become effective;


 


(ii)                                  the issuance by
the Commission of any stop order suspending the effectiveness of any
Registration Statement;


 


(iii)                               the Company
exercising its Deferral Right;


 


(iv)                              the Company’s
receipt of any notification of the suspension of the qualification of any
Registrable Shares covered by a Registration Statement for sale in any
jurisdiction;


 


(v)                                 the existence
of any event, fact or circumstance that results in a Registration Statement
containing an untrue statement of material fact or omitting to state a


 

















 


material fact required to be
stated therein or necessary to make the statements therein not misleading
during the distribution of securities; or


 


(vi)                              the occurrence
or existence of any pending corporate development that, in the sole discretion
of the Company, makes it appropriate to suspend the availability of the
Registration Statement.


 


The Company agrees to use
commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of any such Registration Statement or any state
qualification as promptly as reasonably practicable.  The Investor agrees that upon delivery of any
notice by the Company of the occurrence of any event of the type described in
this Section 3(a)(ii), (iii), (iv), (v) or (vi), the Investor shall
immediately discontinue any disposition of Registrable Shares pursuant to any
Registration Statement until the receipt of written notice from the Company
that such disposition may be made (such time period being a “Deferral/Suspension
Period”).


 


(b)                                 The Company
shall provide to the Investor, at no cost to the Investor, a copy of the
Registration Statement used to effect the Registration of the Registrable
Shares, each prospectus contained in such Registration Statement or post
effective amendment and any amendment or supplement thereto and such other
documents as the Investor may reasonably request in order to facilitate the
disposition of the Registrable Shares covered by such Registration
Statement.  The Company consents to the
use of each prospectus and any supplement thereto by the Investor in connection
with the offering and sale of the Registrable Shares covered by such
Registration Statement.  The Company
shall also file copies of the prospectus and any post-effective amendment or
supplement thereto with the Commission to enable the Investor to have the
benefits of the prospectus delivery provisions of the Securities Act.


 


(c)                                  The Company
agrees to use commercially reasonable efforts to cause the Registrable Shares
covered by a Registration Statement to be registered with or approved by such
state securities authorities as may be necessary to enable the Investor to
consummate the disposition of the Registrable Shares pursuant to the plan of
distribution set forth in the Registration Statement; provided, however, that
the Company shall not be obligated to take any action to effect any such
Registration, qualification or compliance pursuant to this Section 3 in
any particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such Registration,
qualification or compliance, unless the Company is already subject to service
in such jurisdiction.


 


(d)                                 Subject to the
Deferral Right, if any event, fact or circumstance requiring an amendment to a
Registration Statement relating to the Registrable Shares shall exist, as soon
as reasonably practicable upon becoming aware thereof, the Company agrees to
notify the Investor and prepare and furnish to the Investor a post-effective
amendment to the Registration Statement or supplement to the prospectus or any
document incorporated therein by reference or file any other required document
necessary to disclose or otherwise address the event, fact or circumstance
requiring such amendment.  Additionally,
the Company shall respond to any comments received from the Commission with
respect to the Registration Statement or any amendment thereto.


 

















 


(e)                                  The Company
agrees to use commercially reasonable efforts (including the payment of any
listing fees) to obtain the listing of all Registrable Shares covered by the
Registration Statement on each securities exchange on which securities of the
same class or series are then listed.


 


(f)                                    The Company
agrees to use commercially reasonable efforts to comply with the Securities Act
and the Exchange Act in connection with the offer and sale of Registrable
Shares pursuant to a Registration Statement.


 


(g)                                 The Company
shall cooperate with the Investor to facilitate the electronic registry, under
the Deposit/Withdrawal At Custodian program through the Depository Trust Company,
of the Registrable Shares.


 


(h)                                 The Company
shall make available to its security holders, as soon as reasonably
practicable, an earning statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.


 


(i)                                     If the Investor
intends to dispose of its Registrable Shares through an underwritten public
offering, the Company shall (i) enter into and perform its obligations
under an underwriting agreement (and, to the extent so requested by the
managing underwriter, the Investor shall also enter into and perform its
obligations under such an agreement), in customary and usual
form, with the managing underwriter of such underwritten offering, including,
without limitation, to obtain an opinion of counsel to the Company and a “comfort
letter” from the independent public accountants to the Company in the usual and
customary form for such underwritten offering, (ii) provide the Investor,
the underwriter and their respective counsel and accountants such access to its
books and records, all as shall be necessary to conduct a reasonable
investigation within the meaning of the Securities Act, and (iii) otherwise
cooperate with the reasonable requests of the managing underwriter of such
underwritten offering in connection with conducting said underwritten offering.


 


(j)                                     In connection
with any sale, transfer or other disposition by the Investor of any Registrable
Shares pursuant to Rule 144 under the Securities Act, subject to delivery
by counsel to the Investor, which counsel is reasonably satisfactory to the
Company, of an opinion that such sale, transfer or other disposition of the
Registrable Shares satisfies the applicable conditions of Rule 144 under
the Securities Act and otherwise is reasonable satisfactory to the Company in
form and substance, the Company shall request that the Company’s transfer agent
remove any stop order or restrictive legend applicable to such Registrable
Shares.


 


Section 4.                                          Expenses
of Registration.      The Company shall pay the Registration Expenses
incurred in connection with Registration, qualification or compliance as
provided for in this Agreement.  Selling
Expenses incurred in connection with the sale of Registrable Shares by the
Investor shall be borne by the Investor and the Investor shall pay the expenses
of its own counsel.


 

















 


Section 5.                                          Indemnification
and Contribution.


 


(a)                                  The Company
will (i) indemnify the Investor, and its officers, directors, members,
partners and managers, and any Person controlling the Investor within the
meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages and liabilities (including reasonable legal fees and expenses),
but only to the extent arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any Registration
Statement, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made,  not misleading, and (ii) reimburse the
Investor for all reasonable legal or other expenses incurred in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however,  that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on (A) an offer or sale of
Registrable Shares occurring during a Deferral/Suspension Period, or a Blackout
Period in excess of the Selling Limitation, or (B) any untrue statement or
omission (or alleged untrue statement or omission) made in reliance upon and in
conformity with information furnished in writing to the Company by the Investor
for inclusion therein; and, provided
further, that the Company shall not be liable with respect to any
preliminary prospectus or preliminary prospectus supplement to the extent that
any such expenses, claims, losses, damages and liabilities result from the fact
that Registrable Shares were sold to a Person as to whom it shall be
established that there was not sent or given at or prior to the written
confirmation of such sale a copy of the prospectus as then amended or
supplemented under circumstances where such delivery is required under the
Securities Act, if the Company shall have previously furnished copies thereof
to such Indemnified Party prior thereto, and the expense, claim, loss, damage
or liability of such Indemnified Party results from an untrue statement or
omission of a material fact contained in the preliminary prospectus or the
preliminary prospectus supplement, which was corrected in the prospectus.


 


(b)                                 The Investor
shall (i) indemnify the Company, each of its directors and each of its
officers who signs the Registration Statement, and each Person who controls the
Company within the meaning of Section 15 of the Securities Act, against
all expenses, claims, losses, damages and liabilities (including reasonable
legal fees and expenses), but only to the extent, arising out of or based on (A) any
untrue statement (or alleged untrue statement) of a material fact contained in
any such Registration Statement, or based on any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, in each case to the extent, and only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such Registration Statement in reliance upon and
in conformity with information furnished in writing to the Company by the
Investor and/or any agent of the Investor for inclusion therein, or (B) any
failure by the Investor and/or any agent of the Investor to deliver a
prospectus where such delivery is required under the Securities Act, the
Company shall have furnished copies of such prospectus to the Investor in
sufficient quantities to permit the Investor to satisfy such obligations, and
such prospectus corrected an untrue statement or omission of a material fact
contained in a preliminary prospectus, and (ii) reimburse the Company for
all reasonable legal or other expenses incurred in


 

















 


connection with
investigating or defending any such action or claim as such expenses are
incurred.


 


(c)                                  Each party
entitled to indemnification under this Section 5 (the “Indemnified
Party”) shall give notice to the party required to provide indemnification
(the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, but the
omission to so notify the Indemnifying Party shall not relieve it from any
liability which it may have to the Indemnified Party pursuant to the provisions
of this Section 5 except to the extent of the actual damages suffered by
such delay in notification. The Indemnifying Party shall assume the defense of
such action, including the employment of counsel to be chosen by the
Indemnifying Party, which counsel shall be reasonably satisfactory to the
Indemnified Party, and payment of expenses. The Indemnified Party shall have
the right to employ its own counsel in any such case, but the legal fees and
expenses of such counsel shall be at the expense of the Indemnified Party,
unless the employment of such counsel shall have been authorized in writing by
the Indemnifying Party in connection with the defense of such action, or the
Indemnifying Party shall not have employed counsel to take charge of the
defense of such action within a reasonable period of time upon becoming aware
of such action, or the Indemnified Party shall have reasonably concluded that
there exists an actual and material conflict of interest between the
Indemnified Party and the Indemnifying Party (in which case the Indemnifying
Party shall not have the right to direct the defense of such action on behalf
of the Indemnified Party), in any of which events such fees and expenses shall
be borne by the Indemnifying Party. No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the consent of the Indemnified
Party, consent to entry of any judgment or enter into any settlement unless
such judgment or settlement (i) includes an unconditional release from all
liability in respect to such claim or litigation, and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the Indemnified Party.


 


(d)                                 If the
indemnification provided for in this Section 5 is unavailable to a party
that would have been an Indemnified Party under this Section 5 in respect
of any expenses, claims, losses, damages and liabilities referred to herein,
then the party that would have been an Indemnifying Party hereunder shall, in
lieu of indemnifying such Indemnified Party, contribute to the amount paid or
payable by such Indemnified Party as a result of such expenses, claims, losses,
damages and liabilities in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party on the one hand and the Indemnified
Party on the other in connection with the statement or omission (or alleged
statement or omission), which resulted in such expenses, claims, losses,
damages and liabilities, as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Indemnifying Party or the Indemnified Party and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Investor
agree that it would not be just and equitable if contribution pursuant to this Section 5
were determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to above in
this Section 5(d).


 

















 


(e)                                  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.


 


Section 6.                                          Information
to be Furnished by the Investor.   The Investor shall furnish to the Company
such information as the Company may reasonably request and as shall be required
in connection with any Registration Statement and related proceedings referred
to in this Agreement. If the Investor fails to provide the Company with such
information within five business days of receipt of the Company’s request, the
Company’s obligations under this Agreement with respect to the Investor or the
Registrable Shares owned by the Investor shall be suspended until the Investor
provides such information.


 


Section 7.                                          Piggyback
Registration Rights.  If the Company proposes to make an
underwritten offering of its Common Shares or if another holder of Common
Shares proposes to make an underwritten offering, the Investor shall be
entitled to sell Registrable Shares in such offering subject to compliance with
Section 2(c); provided, however, that if the managing
underwriter advises that the number of Registrable Shares sought to be included
by the Investor in such offering would create a substantial risk that the sale
of some or all of the Common Shares sought to be sold will substantially reduce
the proceeds or price per Common Share to be derived from the sale, the number
of Registrable Shares to be sold by the Investor will be reduced on a pro rata
basis with other shareholders entitled to participate in such offering to the
extent not inconsistent with existing contractual obligations.  The Investor may not include Registrable
Shares in underwritten offerings pursuant to this Section 7 if the
Investor owns Registrable Shares representing less than 1% of the outstanding
Common Shares.


 


Section 8.                                          Black-Out
Period. The Investor agrees, if
requested by the Company or the Company’s underwriters or financial advisors in
connection with an underwritten offering of the Company’s securities pursuant
to a Registration Statement filed with the Commission (a “Registered
Offering”), not to effect any sale or distribution of any Registrable
Shares in excess of the Selling Limitation, including a sale pursuant to Rule 144,
during the 15 day period prior to, and during the 30 day period beginning on,
the date of pricing of such Registered Offering (each, a “Blackout Period”);
provided that (a) each of the Company’s Chief Executive Officer and
President are also subject to substantially similar restrictions, and (b) the
Investor shall not be subject to more than one Blackout Period during
any twelve month period.  The “Selling
Limitation” shall mean, with respect to any Blackout Period, 25% of the
Registrable Shares.


 


Section 9.                                          Miscellaneous.


 


(a)                                  Governing Law. This
Agreement shall be governed in all respects by the laws of the State of
Maryland.


 


(b)                                 Entire
Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof.


 

















 


(c)                                  Amendment. No
supplement, modification, waiver or termination of this Agreement shall be
binding unless executed in writing by the Company and the Investor.


 


(d)                                 Notices.  Unless otherwise provided, any notice
required or permitted under this Agreement shall be given in writing and shall
be deemed effectively given upon personal delivery to the party to be notified
or three days following deposit with the United States Post Office, by
registered or certified mail, postage prepaid and addressed to the party to be
notified (or one day following timely deposit with a reputable overnight
courier with next day delivery instructions), or upon confirmation of receipt
by the sender of any notice by facsimile transmission, at the address indicated
below or at such other address as such party may designate by ten days’ advance
written notice to the other parties.


 


	
  To
  Holder:

  	
  Heitman
  M-rich Investors LLC

  
	
   

  	
  c/o
  Heitman LLC

  
	
   

  	
  191
  Wacker Drive, Suite 2500

  
	
   

  	
  Chicago,
  Illinois 60606

  
	
   

  	
  Attention:
  David Perisho, Senior Vice President

  
	
   

  	
  Telecopy:
  312-541-6789

  
	
   

  	
   

  
	
  With
  a Copy to:

  	
  Mayer
  Brown LLP

  
	
   

  	
  71
  South Wacker Drive

  
	
   

  	
  Chicago,
  Illinois 60606

  
	
   

  	
  Attention:
  John W. Noell, Jr., Esq.

  
	
   

  	
  Telecopy:
  312-701-7711

  
	
   

  	
   

  
	
  To
  the Company:

  	
  The
  Macerich Company

  
	
   

  	
  401 Wilshire Boulevard, Suite 700

  
	
   

  	
  Santa Monica, California 90401

  
	
   

  	
  Attention:
  Chief Legal Officer

  
	
   

  	
  Facsimile:
  (310) 394-7692

  
	
   

  	
   

  
	
  With
  a copy to:

  	
  Manatt,
  Phelps & Phillips, LLP

  
	
   

  	
  11355
  West Olympic Boulevard

  
	
   

  	
  Los
  Angeles, California 90064

  
	
   

  	
  Attention:
  F. Thomas Muller, Esq.

  
	
   

  	
  Facsimile:
  (310) 914-5852

  



 


(e)                                  Counterparts. This
Agreement may be executed in any number of counterparts, each of which may be
executed by fewer than all of the parties hereto (provided, that each party executes one or more counterparts),
each of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.


 


(f)                                    Interpretation. Section titles
are for descriptive purposes only and shall not control or alter the meaning of
this Agreement as set forth in the text. 
“Including” means “including without limitation.”


 

















 


(g)                                 Remedies. The Company
and the Investor acknowledge that there would be no adequate remedy at law if
any party fails to perform any of its obligations hereunder, and accordingly
agree that the Company and the Investor, in addition to any other remedy to
which it may be entitled at law or in equity, shall be entitled to compel
specific performance of the obligations of the other party under this Agreement
in accordance with the terms and conditions of this Agreement in any court of
the United States or any State thereof having jurisdiction.


 


(h)                                 Anti-Assignment.  The Investor may not assign this Agreement or
its rights or obligations hereunder without the express written consent of the
Company, which consent may be withheld, delayed or conditioned in the sole and
absolute discretion of the Company.


 


(i)                                     Attorneys’ Fees. If the
Company or the Investor brings an action to enforce its rights under this
Agreement, the prevailing party in the action shall be entitled to recover its
costs and expenses, including reasonable attorneys’ fees, incurred in
connection with such action, including any appeal of such action.


 


(j)                                     Changes in
Securities Laws. In the event that any amendment, repeal or other
change in the securities laws shall render the provisions of this Agreement
inapplicable, the Company will provide the Investor with substantially similar
rights to those granted under this Agreement and use its good faith efforts to
cause such rights to be as comparable as possible to the rights granted to the
Investor hereunder.


 


[Remainder of the Page Intentionally Left Blank]


 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Registration Rights Agreement as of the date
first written above.


 


 


	
  DATED:
  September 30, 2009

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  THE
  MACERICH COMPANY, a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard A. Bayer

  
	
   

  	
   

  	
  Richard
  A. Bayer, Senior Executive Vice President, Chief Legal Officer and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR

  
	
   

  	
   

  
	
   

  	
  HEITMAN
  M-RICH INVESTORS LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By: Heitman America RE
  LLC, its managing member

  
	
   

  	
   

  
	
   

  	
  By:  Heitman America Real Estate Trust, L.P.,
  its managing member

  
	
   

  	
   

  
	
   

  	
  By:
  Heitman America Real Estate Trust, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas P. Kelly

  
	
   

  	
  Name:
  Thomas P. Kelly

  
	
   

  	
  Title:
  Senior Vice President

  
				



 


 


SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT


DATED SEPTEMBER 30, 2009