Exhibit 10.1


 


$1,500,000,000 SECOND AMENDED AND RESTATED REVOLVING LOAN
FACILITY

CREDIT AGREEMENT


 


by and among


 


THE MACERICH PARTNERSHIP, L.P.,


as the Borrower


 


THE MACERICH COMPANY,

MACERICH WRLP CORP.,

MACERICH WRLP LLC,

MACERICH WRLP II CORP.,

MACERICH WRLP II LP,

MACERICH TWC II CORP.,

MACERICH TWC II LLC,


MACERICH WALLEYE LLC,


IMI WALLEYE LLC,

and


WALLEYE RETAIL INVESTMENTS LLC,


as Guarantors


 


DEUTSCHE BANK TRUST COMPANY AMERICAS

and

THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO


as Lenders


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

as the Administrative Agent for the Lenders and

as the Collateral Agent for the Benefited Creditors


 


DEUTSCHE BANK SECURITIES INC. and

J.P. MORGAN SECURITIES INC.,

as the Joint Lead Arrangers and Joint Bookrunning Managers


 


JPMORGAN CHASE BANK, N.A.

as the Syndication Agent


 


KEY BANK, NATIONAL ASSOCIATION, 

EUROHYPO AG, NEW YORK BRANCH, and 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Co-Documentation Agents


 


BANK OF AMERICA, N.A., 

ING REAL ESTATE FINANCE (USA) LLC, and 

DEKABANK,

as Senior Managing Agents


 


Amended and Restated as of July 20, 2006


 

















 


TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  	 

	
   

  	
   

  	
   

  	 

	
  ARTICLE 1.

  	
  The Credits

  	
  2

  	 

	 
	
   

  	
   

  	
   

  
	 
	
  1.1.

  	
  The Commitments

  	
  2

  
	 
	
  1.2.

  	
  Loans and Borrowings

  	
  2

  
	 
	
  1.3.

  	
  Requests for Borrowings

  	
  2

  
	 
	
  1.4.

  	
  Letters of Credit

  	
  3

  
	 
	
  1.5.

  	
  Funding of Borrowings

  	
  9

  
	 
	
  1.6.

  	
  Interest Elections

  	
  10

  
	 
	
  1.7.

  	
  Termination; Reduction and
  Extension of the Commitments

  	
  12

  
	 
	
  1.8.

  	
  Manner of Payment of Loans;
  Evidence of Debt

  	
  13

  
	 
	
  1.9.

  	
  Optional Prepayment of Loans

  	
  14

  
	 
	
  1.10.

  	
  Interest

  	
  14

  
	 
	
  1.11.

  	
  Presumptions of Payment

  	
  15

  
	 
	
   

  	
   

  	
   

  
	 
	
  ARTICLE
  2.

  	
  General
  Provisions Regarding Payments

  	
  15

  
	 
	
   

  	
   

  	
   

  
	 
	
  2.1.

  	
  Payments by the Borrower

  	
  15

  
	 
	
  2.2.

  	
  Pro Rata Treatment

  	
  16

  
	 
	
  2.3.

  	
  RESERVED

  	
  16

  
	 
	
  2.4.

  	
  Inability to Determine Rates

  	
  16

  
	 
	
  2.5.

  	
  Illegality

  	
  16

  
	 
	
  2.6.

  	
  Funding

  	
  17

  
	 
	
  2.7.

  	
  Increased Costs

  	
  17

  
	 
	
  2.8.

  	
  Obligation of Lenders to
  Mitigate; Replacement of Lenders

  	
  18

  
	 
	
  2.9.

  	
  Funding Indemnification

  	
  19

  
	 
	
  2.10.

  	
  Taxes

  	
  20

  
	 
	
  2.11.

  	
  Fees

  	
  22

  
	 
	
  2.12.

  	
  Default Interest

  	
  23

  
	 
	
  2.13.

  	
  Computation

  	
  23

  
	 
	
  2.14.

  	
  Application of Insufficient
  Payments

  	
  23

  
	 
	
   

  	
   

  	
   

  
	 
	
  ARTICLE 3.

  	
  [RESERVED]

  	
  23

  
	 
	
   

  	
   

  	
   

  
	 
	
  ARTICLE
  4.

  	
  Credit
  Support

  	
  23

  
	 
	
   

  	
   

  	
   

  
	 
	
  4.1.

  	
  REIT Guaranty

  	
  23

  
	 
	
  4.2.

  	
  Guaranties

  	
  23

  
	 
	
  4.3.

  	
  Pledge Agreements

  	
  24

  
	 
	
  4.4.

  	
  Wilmorite Release

  	
  24

  
							



 


i

















 


	
  ARTICLE
  5.

  	
  Conditions
  Precedent

  	
  24

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Conditions to Amendment and
  Restatement

  	
  24

  
	
  5.2.

  	
  Each Credit Event

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6.

  	
  Representations
  and Warranties

  	
  27

  
	
   

  	
   

  	
   

  
	
  6.1.

  	
  Financial Condition

  	
  28

  
	
  6.2.

  	
  No Material Adverse Effect

  	
  28

  
	
  6.3.

  	
  Compliance with Laws and
  Agreements

  	
  28

  
	
  6.4.

  	
  Organization, Powers;
  Authorization; Enforceability

  	
  28

  
	
  6.5.

  	
  No Conflict

  	
  29

  
	
  6.6.

  	
  No Material Litigation

  	
  29

  
	
  6.7.

  	
  Taxes

  	
  30

  
	
  6.8.

  	
  Investment Company Act

  	
  30

  
	
  6.9.

  	
  Subsidiary Entities

  	
  30

  
	
  6.10.

  	
  Federal Reserve Board
  Regulations

  	
  30

  
	
  6.11.

  	
  ERISA Compliance

  	
  31

  
	
  6.12.

  	
  Assets and Liens

  	
  31

  
	
  6.13.

  	
  Securities Acts

  	
  32

  
	
  6.14.

  	
  Consents, Etc.

  	
  32

  
	
  6.15.

  	
  Hazardous Materials

  	
  32

  
	
  6.16.

  	
  Regulated Entities

  	
  33

  
	
  6.17.

  	
  Copyrights, Patents,
  Trademarks and Licenses, etc.

  	
  33

  
	
  6.18.

  	
  REIT Status

  	
  33

  
	
  6.19.

  	
  Insurance

  	
  33

  
	
  6.20.

  	
  Full Disclosure

  	
  33

  
	
  6.21.

  	
  Indebtedness

  	
  34

  
	
  6.22.

  	
  Real Property

  	
  34

  
	
  6.23.

  	
  Brokers

  	
  34

  
	
  6.24.

  	
  No Default

  	
  34

  
	
  6.25.

  	
  Solvency

  	
  34

  
	
  6.26.

  	
  Foreign Assets Control
  Regulations, etc.

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  Affirmative
  Covenants

  	
  34

  
	
   

  	
   

  	
   

  
	
  7.1.

  	
  Financial
  Statements

  	
  35

  
	
  7.2.

  	
  Certificates;
  Reports; Other Information

  	
  36

  
	
  7.3.

  	
  Maintenance
  of Existence and Properties

  	
  37

  
	
  7.4.

  	
  Inspection of
  Property; Books and Records; Discussions

  	
  37

  
	
  7.5.

  	
  Notices

  	
  37

  
	
  7.6.

  	
  Expenses

  	
  38

  
	
  7.7.

  	
  Payment of
  Indemnified Taxes and Other Taxes and Charges

  	
  38

  
	
  7.8.

  	
  Insurance

  	
  39

  
	
  7.9.

  	
  Hazardous Materials

  	
  39

  
	
  7.10.

  	
  Compliance with Laws
  and Contractual Obligations; Payment of Taxes

  	
  40

  
	
  7.11.

  	
  Further Assurances

  	
  40

  



 


ii

















 


	
  7.12.

  	
  Single Purpose
  Entities

  	
  40

  
	
  7.13.

  	
  REIT Status

  	
  40

  
	
  7.14.

  	
  Use of Proceeds

  	
  40

  
	
  7.15.

  	
  Management of
  Projects

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  Negative
  Covenants

  	
  41

  
	
   

  	
   

  	
   

  
	
  8.1.

  	
  Liens

  	
  41

  
	
  8.2.

  	
  Indebtedness

  	
  41

  
	
  8.3.

  	
  Fundamental Change

  	
  42

  
	
  8.4.

  	
  Dispositions

  	
  42

  
	
  8.5.

  	
  Investments

  	
  43

  
	
  8.6.

  	
  Transactions
  with Partners and Affiliates

  	
  44

  
	
  8.7.

  	
  Margin
  Regulations; Securities Laws

  	
  45

  
	
  8.8.

  	
  Organizational
  Documents

  	
  45

  
	
  8.9.

  	
  Fiscal Year

  	
  45

  
	
  8.10.

  	
  Senior Management

  	
  45

  
	
  8.11.

  	
  Distributions

  	
  45

  
	
  8.12.

  	
  Financial
  Covenants of Borrower Parties

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
  Events of Default

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
  The Agents

  	
  49

  
	
   

  	
   

  	
   

  
	
  10.1.

  	
  Appointment

  	
  49

  
	
  10.2.

  	
  Delegation of
  Duties

  	
  49

  
	
  10.3.

  	
  Exculpatory
  Provisions

  	
  49

  
	
  10.4.

  	
  Reliance by the
  Agents

  	
  50

  
	
  10.5.

  	
  Notice of Default

  	
  50

  
	
  10.6.

  	
  Non-Reliance on Agents and
  Other Lenders

  	
  51

  
	
  10.7.

  	
  Indemnification

  	
  51

  
	
  10.8.

  	
  Agents in
  Their Individual Capacity

  	
  52

  
	
  10.9.

  	
  Successor
  Administrative Agent

  	
  52

  
	
  10.10.

  	
  Successor
  Collateral Agent

  	
  52

  
	
  10.11

  	
  Limitations on
  Agents’ Liability

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
  Miscellaneous
  Provisions

  	
  53

  
	
   

  	
   

  	
   

  
	
  11.1.

  	
  No
  Assignment by the Borrower

  	
  53

  
	
  11.2.

  	
  Modification

  	
  53

  
	
  11.3.

  	
  Cumulative
  Rights; No Waiver

  	
  54

  
	
  11.4.

  	
  Entire Agreement

  	
  54

  
	
  11.5.

  	
  Survival

  	
  54

  
	
  11.6.

  	
  Notices

  	
  54

  
	
  11.7.

  	
  Governing Law

  	
  54

  
	
  11.8.

  	
  Assignments,
  Participations, Etc.

  	
  54

  
	
  11.9.

  	
  Counterparts

  	
  56

  



 


iii

















 


	
  11.10.

  	
  Sharing of Payments

  	
  56

  
	
  11.11.

  	
  Confidentiality

  	
  56

  
	
  11.12.

  	
  Consent to
  Jurisdiction

  	
  57

  
	
  11.13.

  	
  Waiver of Jury
  Trial

  	
  57

  
	
  11.14.

  	
  Indemnity

  	
  58

  
	
  11.15.

  	
  Telephonic Instruction

  	
  58

  
	
  11.16.

  	
  Marshalling;
  Payments Set Aside

  	
  58

  
	
  11.17.

  	
  Set-off

  	
  59

  
	
  11.18.

  	
  Severability

  	
  59

  
	
  11.19.

  	
  No Third
  Parties Benefited

  	
  59

  
	
  11.20.

  	
  Time

  	
  59

  
	
  11.21.

  	
  Effectiveness
  of Agreement

  	
  60

  
	
  11.22.

  	
  References
  to “Credit Agreement”

  	
  60

  



 


iv

















 


SCHEDULE OF ANNEXES, SCHEDULES AND EXHIBITS


 


ANNEXES:


 


	
  Annex 1

  	
  Glossary

  	 

	
   

  	
   

  	 

	 
	
  SCHEDULES:

  	
   

  
	 
	
   

  	
   

  
	 
	
  Schedule 1.4

  	
  Existing Letters of Credit

  
	 
	
  Schedule 5.1(2)

  	
  Additional Closing
  Conditions

  
	 
	
  Schedule 6.6

  	
  Material Litigation

  
	 
	
  Schedule 6.9

  	
  Subsidiary Entities

  
	 
	
  Schedule 6.11

  	
  ERISA

  
	 
	
  Schedule 6.14

  	
  Consents

  
	 
	
  Schedule 6.15

  	
  Hazardous Materials

  
	 
	
  Schedule 6.19

  	
  Insurance

  
	 
	
  Schedule 6.21

  	
  Indebtedness

  
	 
	
  Schedule 6.22

  	
  Schedule of Properties

  
	 
	
  Schedule 7.15

  	
  Wholly-Owned Projects with
  Non-Standard Management Agreement

  
	 
	
  Schedule 8.1

  	
  Additional Permitted Liens

  
	 
	
  Schedule 8.6

  	
  Transactions with
  Affiliates

  
	 
	
  Schedule 11.6

  	
  Addresses for Notices,
  Etc.

  
	 
	
  Schedule G-1

  	
  Initial Commitments

  
	 
	
  Schedule G-2

  	
  Description of Guaranties

  
	 
	
   

  	
   

  
	 
	
  EXHIBITS:

  	
   

  
	 
	
   

  	
   

  
	 
	
  Exhibit A

  	
  Form of Borrowing Request

  
	 
	
  Exhibit B

  	
  Form of Letter of Credit
  Request

  
	 
	
  Exhibit C

  	
  Form of Rate Request

  
	 
	
  Exhibit D

  	
  Form of Guaranty

  
	 
	
  Exhibit E

  	
  Form of Assignment and
  Acceptance Agreement

  
	 
	
  Exhibit F

  	
  Form of Closing
  Certificate

  
	 
	
  Exhibit G

  	
  Form of Compliance
  Certificate

  
	 
	
  Exhibit H-1

  	
  Form of Master Management
  Agreement

  
	 
	
  Exhibit H-2

  	
  Form of Rochester
  Management Agreement

  
	 
	
  Exhibit I

  	
  Form of Note

  
	 
	
  Exhibit J

  	
  Form of Pledge Agreement

  
						



 


v

















 


CREDIT AGREEMENT


 


THIS SECOND AMENDED AND
RESTATED CREDIT AGREEMENT (the “Agreement”) is made and dated as of July
20, 2006, 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”) and as collateral
agent for the Benefited Creditors.


 


RECITALS


 


A.            Pursuant to that certain Amended and Restated
Credit Agreement, dated as of April 25, 2005, as amended or otherwise modified
to date (the “Existing Credit Agreement”), by and among the Borrower,
MAC, the lenders from time to time party thereto (the “Existing Lenders”),
and DBTCA, as Administrative Agent, the Existing Lenders have made
$1,000,000,000 of revolving credit facilities available to the Borrower and
certain subsidiaries and affiliates of the Borrower.


 


B.            The Borrower has requested that the Lenders
increase the outstanding amount of such credit facilities as revolving credit
facilities hereunder in an aggregate amount of up to $1,500,000,000 at any one
time outstanding and DBTCA agrees to act as administrative agent for the
benefit of the Lenders with respect to such credit extension.


 


C.            The Lenders party hereto and the Borrower
have agreed to amend and restate such Existing 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.


 


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


 


1

















 


AGREEMENT


 


ARTICLE 1.           The Credits.


 


1.1.          The Commitments. 
Subject to the terms and conditions set forth herein, each Lender
severally agrees to make one or more
Loans to the Borrower during the Availability Period in an aggregate principal
amount that will not result in, after giving effect thereto, (a) such Lender’s
Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of
the total Revolving Credit Exposures exceeding the total Commitments.  Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and
re-borrow Loans.


 


1.2.          Loans and Borrowings.


 


(1)           Obligations of Lenders.  Each Loan shall be made as part of a
Borrowing consisting of Loans of the same Type made by the Lenders ratably in
accordance with their respective Commitments. 
The failure of any Lender to make any Loan required to be made by it
shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as required.


 


(2)           Types of Loans.  Subject to Section 2.4, each
Borrowing shall be constituted entirely of Base Rate Loans or LIBO Rate Loans
as the Borrower may request in accordance herewith.


 


(3)           Minimum Amounts; Limitation on Number of
Borrowings.  At the commencement of each
Interest Period for any LIBO Rate Borrowing, such Borrowing shall be in an
aggregate amount of $1,000,000 or a larger multiple of $1,000,000.  At the time that each Base Rate Borrowing is
made, such Borrowing shall be in an aggregate amount equal to $1,000,000 or a
larger multiple of $1,000,000; provided that a Base Rate Borrowing may
be in an aggregate amount that is equal to the entire unused balance of the
total Commitments or in an amount that is required to finance the reimbursement
of an LC Disbursement as contemplated by Section 1.4(6).  Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time
be LIBO Rate Loans outstanding having more than twelve (12) different Interest
Periods.


 


(4)           Limitations on Lengths of Interest
Periods.  Notwithstanding any other
provision of this Agreement, the Borrower shall not be entitled to request, or
to elect to convert to or continue as a LIBO Rate Borrowing, any Borrowing if
the Interest Period requested therefore would end after the Commitment
Termination Date.


 


1.3.          Requests for Borrowings.  To
request a Borrowing, the Borrower shall notify the Administrative Agent in writing (which notice may be by
facsimile) (a) in the case of a LIBO Rate Borrowing, not later than
1:00 p.m. (New York time), three Business Days before the date of the
proposed Borrowing or (b) in the case of a Base Rate Borrowing, not later
than 1:00 p.m. (New York time) one Business Day before the date of the
proposed Borrowing.  Each such Borrowing
Request shall be irrevocable, shall be signed by a Responsible Officer and
shall 


 


2

















 


be in the form of Exhibit A hereto.  Each such Borrowing Request shall specify the
following information in compliance with Section 1.2:


 


(i)            the aggregate amount of the requested
Borrowing;


 


(ii)           the date of such Borrowing, which shall be a
Business Day;


 


(iii)          whether such Borrowing is to be a Base Rate
Borrowing or a LIBO Rate Borrowing;


 


(iv)          in the case of a LIBO Rate Borrowing, the
Interest Period therefor, which shall be a period contemplated by the
definition of the term “Interest Period” as it relates to LIBO Rate Loans; and


 


(v)           the location and number of the Borrower’s
account to which funds are to be disbursed, which shall comply with the
requirements of Section 1.5.


 


If
no election as to the Type of Borrowing is specified, then the requested Borrowing
shall be a Base Rate Borrowing.  If no
Interest Period is specified with respect to any requested LIBO Rate Borrowing,
then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.  Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


1.4.          Letters of Credit.


 


(1)           General. 
Subject to the terms and conditions set forth herein, in addition to the
Loans provided for in Section 1.1, the Borrower may request the
Issuing Lender to issue Letters of Credit for its own account or the account of
any Macerich Entity in such form as is acceptable to the Issuing Lender in its
reasonable determination at any time prior to the earlier of (i) the date that
is thirty (30) days prior to the Commitment Termination Date and (ii) the date
of termination of the Commitments. 
Letters of Credit issued hereunder shall constitute utilization of the
Commitments.  All Letters of Credit
issued pursuant to this Agreement must be denominated in U.S. Dollars and must
be standby letters of credit.  The only
drawings permitted on the Letters of Credit issued pursuant to this Agreement
shall be sight drawings.  It is hereby
acknowledged and agreed that each of the letters of credit listed on Schedule
1.4 hereto shall constitute a “Letter of Credit” for all purposes under
this Agreement and the other Loan Documents.


 


(2)           Notice of Issuance, Amendment, Renewal or
Extension.  Whenever it requires that a
Letter of Credit be issued, the Borrower shall give the Administrative Agent
and the Issuing Lender written notice thereof at least three (3) Business Days
(or such shorter period acceptable to the Issuing Lender) in advance of the
proposed date of issuance (which shall be a Business Day), which notice shall
be in the form of Exhibit B (each such notice being a “Letter of
Credit Request”).  Whenever the
Borrower requires an amendment, renewal or extension of any outstanding Letter
of Credit, the Borrower shall, on its letter head, give the Administrative
Agent and the Issuing Lender written notice thereof at least three (3) Business
Days (or such shorter period acceptable to the Issuing Lender) in advance of
the proposed date of


 


3

















 


the
amendment (which shall be a Business Day). 
Letter of Credit Requests and amendment requests may be delivered by
facsimile.  Promptly after the issuance
or amendment (including a renewal or extension) of a Letter of Credit, the
Issuing Lender shall notify the Borrower and the Administrative Agent, in
writing, of such issuance or amendment and such notice will be accompanied by a
copy of such issuance or amendment.  Upon
receipt of such notice, the Administrative Agent shall promptly notify each
Lender of such issuance or amendment and if requested to do so by any Lender,
the Administrative Agent shall provide such Lender with a copy of such issuance
or amendment.


 


(3)           Limitations on Amounts.  A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension
of each Letter of Credit the Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension
(i) the aggregate LC Exposure of the Issuing Lender (determined for
these purposes without giving effect to the participations therein of the
Lenders pursuant to Section 1.4(5) below) shall not exceed $75,000,000
and (ii) the sum of the total Revolving Credit Exposures shall not exceed
the total Commitments.  Each Letter of
Credit shall be in an amount of $200,000 or larger.


 


(4)           Expiration Date.  Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date twelve months
after the date of the issuance of such Letter of Credit or, in the case of any
renewal or extension thereof (which renewals or extensions, subject to clause (ii)
hereof, may be automatic pursuant to the terms of such Letter of Credit),
twelve months after the then-current expiration date of such Letter of Credit
and (ii) the Outside L/C Maturity Date.


 


(5)           Participations.  By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) by the Issuing
Lender, and without any further action on the part of the Issuing Lender or the
Lenders, the Issuing Lender hereby grants to each Lender, and each Lender
hereby acquires from the Issuing Lender, an undivided interest and
participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit.  Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this section
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a
Potential Default or Event of Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.


 


In
consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
account of the Issuing Lender, such Lender’s Applicable Percentage of each
LC Disbursement made by the Issuing Lender promptly upon the request of
the Issuing Lender at any time from the time of such LC Disbursement until
such LC Disbursement is reimbursed by the Borrower or at any time after
any reimbursement payment is required to be refunded to the Borrower for any reason.   Each such payment shall be made in the same
manner as provided in Section 1.5 with respect to Loans made by
such Lender (and Section 1.5 shall apply, mutatis  mutandis,
to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Issuing


 


4

















 


Lender the amounts so received by it from the
Lenders.  Promptly following receipt by
the Administrative Agent of any payment from the Borrower pursuant to the next
following paragraph, the Administrative Agent shall distribute such payment to
the Issuing Lender or, to the extent that the Lenders have made payments
pursuant to this paragraph to reimburse the Issuing Lender, then to such
Lenders and the Issuing Lender as their interests may appear.  Any payment made by a Lender pursuant to this
paragraph to reimburse the Issuing Lender for any LC Disbursement shall
not constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.


 


(6)           Reimbursement.  If the Issuing Lender shall make any
LC Disbursement in respect of a Letter of Credit, the Borrower shall
reimburse the Issuing Lender in respect of such LC Disbursement by paying
to the Administrative Agent an amount equal to such LC Disbursement not
later than 1:00 p.m. (New York time) on (i) the Business Day that the
Borrower receives notice of such LC Disbursement, if such notice is
received prior to 11:00 a.m. (New York time) or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time; provided that, anything
contained in this Agreement to the contrary notwithstanding, (A) unless the
Borrower shall have notified Administrative Agent and such Issuing Lender prior
to 1:00 p.m. (New York City time) on the date on which the Borrower is
obligated to reimburse such Issuing Lender in respect of such LC Disbursement
(the “Reimbursement Date”) that the Borrower intends to reimburse such
Issuing Lender for the amount of such payment with funds other than the
proceeds of a Base Rate Borrowing, the Borrower shall be deemed to have
delivered an irrevocable Borrowing Request to Administrative Agent containing
all of the representations set forth in Exhibit A requesting Lenders to
make Base Rate Loans on the Business Day following the Reimbursement Date in an
amount equal to the amount of the payment and (B) subject to satisfaction or
written waiver of the conditions specified in Section 1.1 and 5.3
in accordance with the terms thereof, Lenders shall, on the Reimbursement Date,
make Base Rate Loans in the amount of such payment, the proceeds of which shall
be applied directly by Administrative Agent to reimburse such Issuing Lender
for the amount of such payment; provided, further, that no
Potential Default or Event of Default shall be deemed to exist by reason of a
failure of the Borrower to reimburse such Issuing Lender pending the making of
such Loans in accordance with the terms hereof, including the prior
satisfaction or written waiver of the conditions specified in Section 1.1
and 5.3 in accordance with the terms thereof; and provided, further
that, if for any reason proceeds of Loans are not received by such Issuing
Lender on the Reimbursement Date in an amount equal to the amount of such
payment, the Borrower shall immediately reimburse such Issuing Lender, on
demand, in an amount in same day funds equal to the excess of the amount of
such payment over the aggregate amount of such Loans, if any, which are so
received.  If the Borrower fails to make
such payment when due, the Administrative Agent shall notify each Lender of the
applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender’s Applicable Percentage thereof.  The Issuing Lender shall promptly notify the
Administrative Agent upon the making of each LC Disbursement.


 


(7)           Obligations Absolute.  The Borrower’s obligation to reimburse
LC Disbursements as provided in Section 1.4(6) shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any


 


5

















 


Letter
of Credit, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in
any respect, (iii) payment by the Issuing Lender under a Letter of Credit
against presentation of a draft or other document that does not comply strictly
with the terms of such Letter of Credit, and (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of the Borrower’s obligations hereunder.


 


Neither
the Administrative Agent, the Lenders nor the Issuing Lender, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or amendment of any Letter of Credit by the
Issuing Lender or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to
any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence
arising from causes beyond the control of the Issuing Lender; provided
that the foregoing shall not be construed to excuse the Issuing Lender from
liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Lender’s gross negligence or willful misconduct
(as determined by a final and non-appealable judgment of a court of competent
jurisdiction) when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that:  (i) the Issuing Lender may accept
documents that appear on their face to be in substantial compliance with the
terms of a Letter of Credit without responsibility for further investigation,
regardless of any notice or information to the contrary, and may make payment
upon presentation of documents that appear on their face to be in substantial
compliance with the terms of such Letter of Credit; (ii) the Issuing Lender
shall have the right, in its sole discretion, to decline to accept such
documents and to make such payment if such documents are not in strict
compliance with the terms of such Letter of Credit; and (iii) this sentence
shall establish the standard of care to be exercised by the Issuing Lender when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof (and the parties hereto hereby waive, to
the extent permitted by applicable law, any standard of care inconsistent with
the foregoing).


 


(8)           Disbursement Procedures.  The Issuing Lender shall, within a reasonable
time following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit.  The Issuing Lender shall promptly after such
examination notify the Administrative Agent and the Borrower by telephone
(confirmed by facsimile) of such demand for payment and whether the Issuing
Lender has made or will make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse the Issuing Lender and the Lenders with
respect to any such LC Disbursement.


 


(9)           Interim Interest.  If the Issuing Lender shall make any
LC Disbursement, then, unless the Borrower shall reimburse such
LC Disbursement in full on the date Borrower receives notice that such
LC Disbursement was made, the unpaid amount


 


6

















 


thereof
shall bear interest, for each day from and including the date such
LC Disbursement is made to but excluding the date that the Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to
Base Rate Loans; provided that, if the Borrower fails to reimburse such
LC Disbursement within three (3) days when due pursuant to Section
1.4(6), then Section 9.1 shall apply.  Interest accrued pursuant to this section
shall be for account of the Issuing Lender, except that a pro rata portion of
the interest accrued on and after the date of payment by any Lender pursuant to
Section 1.4(5) of this Section to reimburse the Issuing Lender shall be
for account of such Lender to the extent of such payment.


 


(10)         Replacement of the Issuing Lender.  The Issuing Lender may be replaced at any
time by written agreement between the Borrower, the Administrative Agent, the
replaced Issuing Lender and the successor Issuing Lender.  The Administrative Agent shall notify the
Lenders of any such replacement of the Issuing Lender.  From and after the effective date of any such
replacement, (i) the successor Issuing Lender shall have all the rights
and obligations of the replaced Issuing Lender under this Agreement with
respect to Letters of Credit to be issued thereafter and (ii) references
herein to the term “Issuing Lender” shall be deemed to refer to such successor
or to any previous Issuing Lender, or to such successor and all previous
Issuing Lenders, as the context shall require. 
After the replacement of an Issuing Lender hereunder, the replaced
Issuing Lender shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Lender under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.


 


(11)         Cash Collateralization.


 


(A)          On the Commitment Termination Date, the
Borrower shall deposit into an account (the “LC Collateral Account”)
established by the Administrative Agent an amount in cash equal to the
LC Exposure with respect to the Borrower as of such date plus any accrued
and unpaid interest thereon (the “Commitment Termination LC Exposure Deposit”).  In addition, if an Event of Default shall
occur and be continuing and the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing more than 50%
of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall immediately deposit into the LC
Collateral Account an amount in cash equal to the LC Exposure with respect
to the Borrower as of such date plus any accrued and unpaid interest thereon; provided
that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to the Borrower or any Consolidated Entities described in Section
9.7.  Such deposit shall be held by
the Administrative Agent in the LC Collateral Account as collateral in the
first instance for the LC Exposure with respect to the Borrower under this
Agreement and thereafter for the payment of the other Obligations of the
Borrower.


 


(B)           The LC Collateral Account shall be maintained
in the name of the Administrative Agent (on behalf of the Lenders) and under
its sole dominion and control at such place as shall be designated by the
Administrative Agent.  Interest shall
accrue on the LC Collateral Account at a rate equal to the Federal Funds Rate minus
..15%.


 


7

















 


(C)           The Borrower hereby pledges, assigns and
grants to the Administrative Agent, as administrative agent for its benefit and
the ratable benefit of the Lenders a lien on and a security interest in, the
following collateral (the “Letter of Credit Collateral”):


 


(i)            the LC Collateral Account, all cash deposited
therein and all certificates and instruments, if any, from time to time
representing or evidencing the LC Collateral Account;


 


(ii)           all notes, certificates of deposit and other
cash-equivalent instruments from time to time hereafter delivered to or
otherwise possessed by the Administrative Agent for or on behalf of the
Borrower in substitution for or in respect of any or all of the then existing
Letter of Credit Collateral;


 


(iii)          all interest, dividends, cash, instruments
and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the then existing
Letter of Credit Collateral; and


 


(iv)          to the extent not covered by the above
clauses, all proceeds of any or all of the foregoing Letter of Credit
Collateral.


 


The
lien and security interest granted hereby secures the payment of all
obligations of the Borrower now or hereafter existing hereunder and under any
other Loan Document.


 


(D)          Neither the Borrower nor any Person
claiming or acting on behalf of or through the Borrower shall have any right to
withdraw any of the funds held in the LC Collateral Account, except as provided
in Section 1.4(11)(G).


 


(E)           The Borrower agrees that it will not (i)
sell or otherwise dispose of any interest in the Letter of Credit Collateral or
(ii) create or permit to exist any lien, security interest or other charge or
encumbrance upon or with respect to any of the Letter of Credit Collateral,
except for the security interest created by this Section 1.4(11).


 


(F)           At any time an Event of Default shall be
continuing:


 


(i)            The Administrative Agent may, in its sole
discretion, without notice to the Borrower except as required by law and at any
time from time to time, charge, set off or otherwise apply all or any part of
the LC Collateral Account to first, the aggregate amount of LC
Disbursements that have not been reimbursed by the Borrower and second,
any other unpaid Obligations then due and payable, in such order as the
Administrative Agent shall elect.  The
rights of the Administrative Agent under this Section 1.4(11) are in
addition to any rights and remedies which any Lender may have.


 


(ii)           The Administrative Agent may also exercise,
in its sole discretion, in respect of the LC Collateral Account, in addition to
the other rights and remedies provided herein or otherwise available to it, all
the rights and remedies of a secured party upon default under the UCC in effect
in the State of New York at that time.


 


8

















 


(G)           At such time prior to the Commitment
Termination Date as all Events of Default have been cured or waived in writing
and there are no unreimbursed LC Disbursements outstanding, all amounts
remaining in the L/C Collateral Account shall be promptly returned to the
Borrower.  For avoidance of doubt, the
preceding sentence shall not affect Borrower’s obligation to make the
Commitment Termination LC Exposure Deposit on the Commitment Termination Date
as otherwise provided in Section 1.4(11)(A). 
Any surplus of the funds held in the L/C Collateral Account remaining
after payment in full of all of the Obligations, the termination of the
Commitments and the return of all outstanding Letters of Credit shall be paid
to the Borrower or to whomsoever may be lawfully entitled to receive such
surplus.


 


1.5.          Funding of Borrowings.


 


(1)           Funding by Lenders.  Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately
available funds to the Administrative Agent at the Contact Office,
ABA 021-001-033 for the Administrative Agent’s Account
No. 99-401-268, Ref:  Macerich Partnership,
no later than 12:00 p.m. (New York time). 
The Administrative Agent will make such Loans available to the Borrower
pursuant to the terms and conditions hereof by promptly crediting the amounts
so received, in like funds, to an account of the Borrower maintained with the
Administrative Agent in New York City and designated by the Borrower in the
applicable Borrowing Request; provided that Base Rate Borrowings made to
finance the reimbursement of an LC Disbursement as provided in Section 1.4(6)
shall be remitted by the Administrative Agent to the Issuing Lender.


 


(2)           Presumption by the Administrative
Agent.  Unless the Administrative Agent
shall have received notice from a Lender prior to the proposed date of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with Section
1.5(1) and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount.  In such
event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand
such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the Federal Funds Rate or (ii) in the case of the
Borrower, the interest rate applicable to Base Rate Loans (it being intended
that such interest payment shall be the only interest payment payable by the
Borrower with respect to any amount repaid by the Borrower to the
Administrative Agent in accordance with this paragraph, except that Section
2.12 shall apply if the Borrower fails to make such repayment within three
(3) days after the date of such payment as required hereunder).  If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.


 


(3)           Defaulting Lenders. 
Notwithstanding anything to the contrary contained in this Agreement,
including Section 11.2, until a Defaulting Lender cures its failure to fund its
Defaulted Advance: (A) with respect to any payments to be allocated among the


 


9

















 


Lenders, the Applicable Percentage of the
Lenders shall be reallocated by deducting from Defaulting Lender’s Commitment
(and the aggregate Commitments) an amount equal to the Defaulted Advance; (B)
all payments received by the Administrative Agent from the Borrower in respect
of sums owed to any Defaulting Lender, shall be subordinated to the payment in
full of all sums then due all other Lenders and Agent; (C) for purposes of
voting or consenting to matters with respect to the Loan Documents and
determining Applicable Percentages, such Defaulting Lender shall be deemed not
to be a “Lender” and there shall be excluded from the determination of Required
Lenders the Revolving Credit Exposure and the Unused Commitment of such
Defaulting Lender at such time; (D) such Defaulting Lender shall not be
entitled to any portion of the Unused Line Fee; (E) the Unused Line Fee shall
accrue in favor of the Lenders which have funded their respective Applicable
Percentages of such requested Borrowing (including, to the extent it has funded
a Loan in respect of the Defaulting Lender as provided in Section 1.5(2) above,
the Administrative Agent) and shall be allocated among such performing Lenders
(or, as applicable, the Administrative Agent) ratably based upon their
respective Commitments (including, as applicable, any Loan made by the Administrative
Agent as provided in Section 1.5(2) above); and (F) any Defaulted Advance shall
not be deducted from such Defaulting Lender’s Commitment for purpose of
determining the Applicable Percentage of the Lenders for purposes of
determining the ratable indemnification obligations of the Lenders pursuant to
Section 10.7.  The terms of this Section
shall not be construed to increase or otherwise affect the Commitment of any
Lender, or relieve or excuse the performance by the Borrower of its duties and
obligations hereunder.


 


                (4)
          Removal
of Defaulting Lender.  At the Borrower’s request, the Administrative
Agent or an Eligible Assignee reasonably acceptable to the Administrative Agent
shall have the right (but not the obligation) to purchase from any Defaulting
Lender, and each Defaulting Lender shall, upon such request, sell and assign to
the Administrative Agent or such Eligible Assignee, all of the Defaulting
Lender’s outstanding Commitments and Loans hereunder.  Such sale shall be consummated promptly after
the Administrative Agent has arranged for a purchase by the Administrative
Agent or an Eligible Assignee pursuant to an Assignment and Acceptance, and at
a price equal to the outstanding principal balance of the Defaulting Lender’s
Loans, plus accrued interest (to the extent not subordinated pursuant to
Section 1.5(3) above), without premium or discount.


 


1.6.          Interest Elections.


 


(1)           Elections by the Borrower for
Borrowings.  Each Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a LIBO Rate Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request (which shall be a period contemplated by
the definition of the term “Interest Period”).  Thereafter, the Borrower may elect to convert
such Borrowing to a different Type or to continue such Borrowing and, in the
case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as
provided in this Section; provided, however, any conversion or
continuation of LIBO Rate Loans shall be subject to the provisions of Sections
1.2(3) and (4).  The Borrower
may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing in accordance with such
Lender’s Applicable Percentage and the Loans comprising each such portion shall
be considered a separate Borrowing.


 


10

















 


(2)           Notice of Elections.  To make an election pursuant to this Section,
the Borrower shall notify the Administrative Agent in writing of such election
(which notice may be by facsimile) by the time that a Borrowing Request would
be required under Section 1.3 if the Borrower was requesting a
Borrowing of the Type resulting from such election to be made on the effective
date of such election.  Each such Rate
Request shall be irrevocable, shall be signed by a Responsible Officer and shall
be in the form of Exhibit C hereto.


 


(3)           Information in Interest Election
Requests.  Each Rate Request shall
specify the following information in compliance with Section 1.2:


 


(i)            the Borrowing to which such Rate Request applies and, if different options are
being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to
be specified pursuant to clauses (iii) and (iv) of this
section shall be specified for each resulting Borrowing);


 


(ii)           the effective date of the election made
pursuant to such Rate Request, which shall be a Business Day;


 


(iii)          whether the resulting Borrowing is to be a
Base Rate Borrowing or a LIBO Rate Borrowing; and


 


(iv)          if the resulting Borrowing is a LIBO Rate
Borrowing, the Interest Period to be applicable thereto after giving effect to
such election, which shall be a period contemplated by the definition of the
term “Interest Period”.


 


If
any such Rate Request requests a LIBO Rate Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration.


 


(4)           Notice by the Administrative Agent to
Lenders.  Promptly following receipt of a
Rate Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender’s portion of each resulting Borrowing.


 


(5)           Failure to Elect; Potential Default and
Events of Default.  If the Borrower fails
to deliver a timely Rate Request with respect to a LIBO Rate Borrowing prior to
the end of the Interest Period applicable thereto, then, unless such Borrowing
is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to a Base Rate Borrowing. 
Notwithstanding any contrary provision hereof, if a Potential Default or
an Event of Default has occurred and is continuing on the day occurring three
Eurodollar Business Days prior to the date of, or on the date of, the requested
funding, continuation or conversion, then, so long as a Potential Default or an
Event of Default is continuing (i) no outstanding Borrowing may be
converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid,
each LIBO Rate Borrowing shall be converted to a Base Rate Borrowing at the end
of the Interest Period applicable thereto.


 


11

















 


1.7.          Termination; Reduction and Extension of the
Commitments.


 


(1)           Scheduled Termination.  Unless previously terminated, or extended
pursuant to Section 1.7(5) below, the Commitments shall terminate at
5:00 p.m., New York City time, on the Commitment Termination Date.


 


(2)           Voluntary Termination or Reduction.  The Borrower may at any time terminate, or
from time to time reduce, the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is $5,000,000 or a
larger multiple of $1,000,000 and (ii) the Borrower shall not terminate or
reduce the Commitments if, after giving effect to any concurrent prepayment of
the Loans in accordance with Section 1.9, the total Revolving
Credit Exposures would exceed the total Commitments.


 


(3)           Notice of Voluntary Termination or
Reduction.  The Borrower shall notify the
Administrative Agent of any election to terminate or reduce the Commitments
under Section 1.7(2) above at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof.  Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each
notice delivered by the Borrower pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Commitments delivered by
the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied.


 


(4)           Effect of Termination or Reduction.  Any termination or reduction of the
Commitments shall be permanent.  Each
reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.


 


(5)           Extension of Commitment Termination Date.


 


(A)          Provided that no Potential Default or Event of Default shall
have occurred and be continuing, the Borrower shall have the option, to be
exercised by giving written notice to the Administrative Agent at least thirty
(30) days (but no more than ninety (90) days) prior to the Original Commitment
Termination Date, subject to the terms and conditions set forth in this
Agreement, to extend the Original Commitment Termination Date by twelve (12)
months to April 25, 2011 (the “Extended Commitment Termination Date”).  The request by the Borrower for the extension
of the Original Commitment Termination Date shall constitute a representation
and warranty by the Borrower Parties that no Potential Default or Event of
Default then exists and that all of the conditions set forth in Section 1.7(5)(B)
below shall have been satisfied on the Original Commitment Termination Date.


 


(B)           The obligations of the Administrative
Agent and the Lenders to extend the Original Commitment Termination Date as
provided in Section 1.7(5)(A) shall be subject to the prior satisfaction
of each of the following conditions precedent as determined by the
Administrative Agent in its good faith judgment:  (A) on the Original Commitment Termination
Date there shall exist no Potential Default or Event of Default; (B) the Borrower
shall have paid to the Administrative Agent for the ratable benefit of the
Lenders an


 


12

















 


extension
fee (the “Extension Fee”) equal to one-eighth of one percent (0.125%) of
the total Commitments then outstanding (which fee the Borrower hereby agrees
shall be fully earned and nonrefundable under any circumstances when paid); (C)
the representations and warranties made by the Borrower Parties in the Loan
Documents shall have been true and correct in all material respects when made
and shall also be true and correct in all material respects on the Original
Commitment Termination Date (provided, however, that any factual
matters disclosed in the Schedules referenced in Article 6 shall be
subject to update in accordance with clause (D) below); (D) the Borrower
Parties shall have delivered updates to the Administrative Agent of all the
Schedules set forth in Article 6 hereof and such updated Schedules shall
be acceptable to Administrative Agent in its reasonable judgment; (E) the
Borrower shall have delivered to the Administrative Agent a Compliance
Certificate demonstrating that MAC and the Borrower are in compliance with the
covenants set forth in Article 8; (F) the Borrower shall have paid all
reasonable out-of-pocket costs and expenses incurred by the Administrative
Agent and all reasonable fees and expenses paid to third party consultants
(including reasonable attorneys’ fees and expenses) by Administrative Agent in
connection with such extension; and (G) the Guarantors shall have acknowledged
and ratified that their obligations under the Guaranties remain in full force
and effect, and continue to guaranty the Obligations under the Loan Documents,
as extended.


 


(C)           The Administrative Agent shall notify each
of the Lenders in the event that the Borrower requests that the Original
Commitment Termination Date be extended as provided in this Section 1.7(5)
and upon any such extension.


 


1.8.          Manner of Payment of Loans; Evidence of Debt.


 


(1)           Repayment.  Subject to any earlier acceleration of the
Loans following an Event of Default, the Borrower hereby unconditionally
promises to pay to the Administrative Agent for account of the Lenders the
outstanding principal amount of the Loans on the Commitment Termination Date.


 


(2)           Manner of Payment.  The Borrower shall notify the Administrative
Agent in writing (which notice may be by facsimile) of any repayment or
prepayment hereunder (i) in the case of repayment or prepayment of a LIBO Rate
Borrowing with an Interest Period not expiring on the date of payment, not
later than 1:00 p.m. (New York time) three Business Days before the date
of repayment or prepayment, or (ii) in the case of repayment or prepayment
of a LIBO Rate Borrowing with Interest Periods expiring on the date of
repayment or prepayment or a Base Rate Borrowing, not later than 1:00 p.m.
(New York time) one Business Day before the date of repayment or
prepayment.  Each such notice shall be
irrevocable and shall specify the repayment or prepayment date and the
principal amount of each Borrowing or portion thereof to be repaid or prepaid; provided
that, if a notice of repayment or prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section 1.7,
then such notice of repayment or prepayment may be revoked if such notice of
termination is revoked in accordance with Section 1.7.  Promptly following receipt of any such notice
relating to a Borrowing, the Administrative Agent shall advise the Lenders of
the contents thereof.  Each repayment or
prepayment of a Borrowing shall be applied ratably to the Loans included in the
repaid or prepaid Borrowing.  Repayments
and prepayments shall be accompanied by (A) accrued interest to the extent
required by Section 1.10 and (B) any


 


13

















 


payments
due pursuant to Section 2.9.  If
the Borrower fails to make a timely selection of the Borrowing or Borrowings to
be repaid or prepaid, such payment shall be applied, first, to pay any
outstanding Base Rate Borrowings and, second, to other Borrowings in the order
of the remaining duration of their respective Interest Periods (the Borrowing
with the shortest remaining Interest Period to be repaid first).


 


(3)           Maintenance of Loan Accounts by
Lenders.  Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.


 


(4)           Maintenance of Loan Accounts by the
Administrative Agent.  The Administrative
Agent shall maintain accounts in which it shall record (i) the amount of
each Loan made hereunder, the Type thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender’s share thereof.


 


(5)           Effect of Entries.  The entries made in the accounts maintained
pursuant to Sections 1.8 (3) and (4) above shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided
that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this Agreement.


 


(6)           Promissory Notes.  Upon the request of a Lender, the Borrower
shall promptly execute and deliver to such Lender a Note evidencing such
Lender’s Commitment.


 


1.9.          Optional Prepayment of Loans.  The
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole
or in part, subject to the requirements of this Section; provided, however,
that voluntary prepayments (other than a prepayment in whole) shall be in the
minimum amount of $1,000,000 and integral multiples of $100,000 in excess
thereof.


 


1.10.        Interest.


 


(1)           Base Rate Loans.  The Loans comprising each Base Rate Borrowing
shall bear interest at a rate per annum equal to the Applicable Base Rate.


 


(2)           LIBO Rate Loans.  The Loans constituting each LIBO Rate
Borrowing shall bear interest at a rate per annum equal to the Applicable LIBO
Rate for the Interest Period for such Borrowing.


 


14

















 


(3)           Payment of Interest.


 


(A)          The Borrower shall pay interest on Base
Rate Borrowings monthly, in arrears, on the last Business Day of each calendar
month, as set forth on an interest billing delivered by the Administrative
Agent to the Borrower (which delivery may be by facsimile transmission) no
later than 1:00 p.m. (New York time) on a date at least one Business Day prior
to the date such interest is due.


 


(B)           The Borrower shall pay interest on the
LIBO Rate Borrowings on the last day of the applicable Interest Period or, in
the case of LIBO Rate Borrowings with an Interest Period ending later than
three months after the date funded, converted or continued, at the end of each
three month period from the date funded, converted or continued and on the last
day of the applicable Interest Period, as set forth on an interest billing
delivered by the Administrative Agent to the Borrower (which delivery may be by
facsimile transmission) no later than 1:00 p.m. (New York time) on a date at
least one Business Day prior to the date such interest is due.


 


1.11.        Presumptions of Payment. 
Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on
which any payment is due to the Administrative Agent for the account of the
Lenders or the Issuing Lender hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Lender, as the case may
be, the amount due.  In such event, if
the Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Lender, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or the Issuing Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the Federal Funds Rate.


 


ARTICLE 2.           General Provisions Regarding Payments.


 


2.1.          Payments by the Borrower.  The
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or
fees or reimbursement of LC Disbursements, or under Section 2.7, 2.9 or
2.10, or otherwise) or under any other Loan Document (except to the extent
otherwise provided therein) prior to 1:00 p.m. (New York time) (unless
otherwise specified in this Agreement), on the date when due, in immediately
available funds, without set-off or counterclaim; provided that if a new
Loan is to be made by any Lender on a date the Borrower is to repay any
principal of an outstanding Loan of such Lender, such Lender shall apply the
proceeds of such new Loan to the payment of the principal to be repaid and only
an amount equal to the difference between the principal to be borrowed and the
principal to be repaid shall be made available by such Lender to the
Administrative Agent as provided in Section 1.5 or paid by the Borrower to
the Administrative Agent pursuant to this paragraph, as the case may be.  Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon.  All such payments
shall be wired to the Administrative Agent at the Contact Office,
ABA 021-001-033 for the Administrative Agent’s Account
No. 99-401-268, Ref:  Macerich
Partnership, except as otherwise expressly


 


15

















 


provided in the relevant Loan Document, and
except payments to be made directly to the Issuing Lender as expressly provided
herein and except that payments pursuant to Sections 2.7, 2.9, 2.10 and
11.14 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof.  If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension.  All payments hereunder or under any other Loan
Document (except to the extent otherwise provided therein) shall be made in
Dollars.


 


2.2.          Pro Rata Treatment. 
Except to the extent otherwise provided herein:  (i) each Borrowing shall be made from the Lenders, each payment of the
Unused Line Fee under Section 2.11 shall be made for account of the
Lenders, and each termination or reduction of the amount of the Commitments
under Section 1.7 shall be applied to the respective Commitments of the
Lenders, pro rata according to the amounts of their respective Commitments;
(ii) each Borrowing shall be allocated pro rata among the Lenders
according to the amounts of their respective Commitments (in the case of the
making of Loans) or their respective Loans (in the case of conversions and
continuations of Loans); (iii) each payment or prepayment of principal of
Loans by the Borrower shall be made for account of the Lenders pro rata in
accordance with the respective unpaid principal amounts of the Loans held by
them; and (iv) each payment of interest on Loans by the Borrower shall be
made for account of the Lenders pro rata in accordance with the amounts of
interest on such Loans then due and payable to the respective Lenders.


 


2.3.          RESERVED


 


2.4.          Inability to Determine Rates.  In
the event that the Administrative Agent shall have reasonably determined (which determination shall be
conclusive and binding upon the Borrower) that by reason of circumstances
affecting the interbank market adequate and reasonable means do not exist for
ascertaining the LIBO Rate for any Interest Period, the Administrative Agent
shall forthwith give telephonic notice of such determination to each Lender and
to the Borrower.  If such notice is
given:  (1) no portion of the Loans
may be funded as a LIBO Rate Borrowing, (2) any Base Rate Borrowing that was to
have been converted to a LIBO Rate Borrowing shall, subject to the provisions
hereof, be continued as a Base Rate Borrowing, and (3) any outstanding
LIBO Rate Borrowing shall be converted, on the last day of the Interest Period
applicable thereto, to a Base Rate Borrowing. 
Until such notice has been withdrawn by the Administrative Agent, the
Borrower shall not have the right to convert any Base Rate Borrowing to a LIBO
Rate Borrowing or to continue a LIBO Rate Borrowing as such.  The Administrative Agent shall withdraw such
notice in the event that the circumstances giving rise thereto no longer
pertain and that adequate and reasonable means exist for ascertaining the LIBO
Rate for the Interest Period requested by the Borrower, and, following
withdrawal of such notice by the Administrative Agent, the Borrower shall have
the right to convert any Base Rate Borrowing to a LIBO Rate Borrowing and to
continue any LIBO Rate Borrowing as such in accordance with the terms and
conditions of this Agreement.


 


2.5.          Illegality.  Notwithstanding any other
provisions herein, if any law, regulation, treaty or directive issued by any Governmental Authority or any change
therein or in


 


16

















 


the interpretation or application thereof,
shall make it unlawful for any Lender to maintain LIBO Rate Loans as
contemplated by this Agreement: 
(1) the commitment of such Lender hereunder to continue LIBO Rate
Loans or to convert Base Rate Loans to LIBO Rate Loans shall forthwith be
cancelled, and (2) LIBO Rate Loans held by such Lender then outstanding,
if any, shall be converted automatically to Base Rate Loans at the end of their
respective Interest Periods or within such earlier period as may be required by
law.  In the event of a conversion of any
LIBO Rate Loan prior to the end of its applicable Interest Period, the Borrower
hereby agrees promptly to pay any Lender affected thereby, upon demand, the
amounts required pursuant to Section 2.9 below, it being agreed and understood
that such conversion shall constitute a prepayment for all purposes of this
Section 2.5.  The provisions hereof shall
survive the termination of this Agreement and payment of all other Obligations.


 


2.6.          Funding.  Each Lender shall be entitled
to fund all or any portion of its Commitment to make Loans in any manner it may determine in its sole discretion,
including, without limitation, in the Grand Cayman inter-bank market, the
London inter-bank market and within the United States, but all calculations and
transactions hereunder shall be conducted as though all Lenders actually fund
all LIBO Rate Loans through the purchase of offshore dollar deposits in the
amount of such Lender’s Commitment of the relevant LIBO Rate Loan with a
maturity corresponding to the applicable Interest Period.


 


2.7.          Increased Costs.


 


(1)           Subject to the provisions of Section
2.10 (which shall be controlling with respect to the matters covered
thereby), in the event that any applicable law, order, regulation, treaty or
directive issued by any central bank or other Governmental Authority, agency or
instrumentality or in the governmental or judicial interpretation or
application thereof, or compliance by any Lender or the Issuing Lender with any
request or directive (whether or not having the force of law) issued by any
central bank or other Governmental Authority, agency or instrumentality:


 


(A)          Does or shall subject any Lender or the
Issuing Lender to any Taxes of any kind whatsoever with respect to this
Agreement or any Loan, or change the basis of determining the Taxes imposed on
payments to such Lender or the Issuing Lender of principal, fee, interest or
any other amount payable hereunder (except for change in the rate of tax on the
overall net income of such Lender or Issuing Lender);


 


(B)           Does or shall impose, modify or hold
applicable any reserve, capital requirement, special deposit, compulsory loan
or similar requirements against assets held by, or deposits or other
liabilities in or for the account of, advances or loans by, or other credit
extended by, or any other acquisition of funds by, any office of such Lender or
the Issuing Lender which are not otherwise included in the determination of
interest payable on the Obligations; or


 


(C)           Does or shall impose on such Lender or
Issuing Lender any other condition;


 


17

















 


and
the result of any of the foregoing is to increase the cost to such Lender or
Issuing Lender of making, renewing or maintaining its Commitment or its
Revolving Credit Exposure or to increase the cost of such Lender or the Issuing
Lender of participating in, issuing or maintaining any Letter of Credit or to
reduce any amount receivable in respect thereof or the rate of return on the
capital of such Lender or the Issuing Lender or any corporation controlling
such Lender or the Issuing Lender, then, in any such case, the Borrower shall,
without duplication of amounts payable pursuant to Section 2.10,
promptly pay to such Lender or Issuing Lender, upon its written demand made
through the Administrative Agent, any additional amounts necessary to
compensate such Lender or the Issuing Lender for such additional cost or
reduced amounts receivable or rate of return as determined by such Lender or
Issuing Lender with respect to this Agreement or such Lender’s or Issuing
Lender’s Commitment, its Revolving Credit Exposure or Letter of Credit
obligations, so long as such Lender or Issuing Lender require substantially all
obligors under other commitments of this type made available by such Lender or
Issuing Lender to similarly so compensate such Lender or Issuing Lender.


 


(2)           If a Lender or the Issuing Lender become
entitled to claim any additional amounts pursuant to this Section 2.7,
it shall promptly notify the Borrower of the event by reason of which it has
become so entitled.  A certificate as to
any additional amounts so claimed payable containing the calculation thereof in
reasonable detail submitted by a Lender or the Issuing Lender to the Borrower, accompanied
by a certification that such Lender or Issuing Lender has required
substantially all obligors under other commitments of this type made available
by such Lender or Issuing Lender to similarly so compensate such Lender or
Issuing Lender, shall constitute prima facie evidence thereof; provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Lender pursuant to this Section 2.7 for any increased cost or reduction in
respect of a period occurring more than six months prior to the date that such
Lender or Issuing Lender notifies the Borrower of such Lender’s intention to
claim compensation therefor unless the circumstances giving rise to such
increased cost or reduction became applicable retroactively, in which case no such
time limitation shall apply so long as such Lender requests compensation within
six months from the date such circumstances become applicable.


 


(3)           Other than as set forth in this Section
2.7, the failure or delay on the part of any Lender or Issuing Lender to
demand compensation pursuant to this Section 2.7 shall not constitute a
waiver of such Lender’s or Issuing Lender’s right to demand such
compensation.  The provisions of this Section 2.7
shall survive the termination of this Agreement and payment of the Loans and
all other Obligations.


 


2.8.          Obligation of Lenders to Mitigate;
Replacement of Lenders.  Each Lender
agrees that: 


 


(1)           As promptly as reasonably practicable
after the officer of such Lender responsible for administering such Lender’s
Commitment becomes aware of any event or condition that would entitle such
Lender to receive payments under Section 2.7 above or Section
2.10 below or to cease maintaining LIBO Rate Loans under Section 2.5
above, such Lender will use reasonable efforts:  (i) to maintain its Commitment and Revolving
Credit Exposure through another lending office of such Lender or (ii) take such
other measures as such Lender may deem reasonable, if as a result thereof the
additional amounts which would otherwise be required to be


 


18

















 


paid to
such Lender pursuant to Section 2.7 above or pursuant to Section
2.10 below would be materially reduced or eliminated or the conditions
rendering such Lender incapable of maintaining LIBO Rate Loans under Section 2.5
above no longer would be applicable, and if, as determined by such Lender in
its sole discretion, the maintaining of such LIBO Rate Loans through such other
lending office or in accordance with such other measures, as the case may be,
would not otherwise materially adversely affect such LIBO Rate Loans or the
interests of such Lender.


 


(2)           If the Borrower receives a notice
pursuant to Section 2.7 above or pursuant to Section 2.10
below or a notice pursuant to Section 2.5 above stating that a Lender is
unable to maintain LIBO Rate Loans (for reasons not generally applicable to the
Required Lenders), so long as (i) no Potential Default or Event of Default
shall have occurred and be continuing, (ii) the Borrower has obtained a commitment
from another Lender or an Eligible Assignee to purchase at par such Lender’s
Commitment, its Revolving Loan Exposure at such time and accrued interest and
fees and to assume all obligations of the Lender to be replaced under the Loan
Documents and (iii) such Lender to be replaced is unwilling to withdraw the
notice delivered to the Borrower, upon thirty (30) days’ prior written notice
to such Lender and the Administrative Agent, the Borrower may require, at the
Borrower’s expense, the Lender giving such notice to assign, without recourse,
all of its Commitment, Revolving Loan Exposure and accrued interest and fees to
such other Lender or Eligible Assignee pursuant to the provisions of Section
11.8 below.


 


2.9.          Funding Indemnification.  In
the event of (a) the payment of any principal of any LIBO Rate Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any LIBO Rate Loan other than on the last
day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice is permitted to be
revocable under Section 1.8(2) and is revoked in accordance herewith), or
(d) the assignment of any LIBO Rate Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.8(2), then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event.  In the case of a LIBO Rate Loan, the loss to
any Lender attributable to any such event shall be deemed to include an amount
determined by such Lender to be equal to the excess, if any, of (i) the
amount of interest that such Lender would have accrued on the principal amount
of such Loan for the period from the date of such payment, conversion, failure
or assignment to the last day of the then current Interest Period for such Loan
(or, in the case of a failure to borrow, convert or continue, the duration of
the Interest Period that would have resulted from such borrowing, conversion or
continuation) if the interest rate payable on such deposit were equal to the
Reserve Adjusted LIBO Rate for such Interest Period, over (ii) the amount
of interest that such Lender would earn on such principal amount for such
period if such Lender were to invest such principal amount for such period at
the interest rate that would be bid by such Lender (or an affiliate of such
Lender) for dollar deposits from other banks in the eurodollar market at the
commencement of such period.  A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.


 


19

















 


2.10.        Taxes.


 


(1)           Any and all payments by or on account of
any obligation of the Borrower hereunder or under any other Loan Document shall
be made free and clear of and without deduction for any Indemnified Taxes or
Other Taxes; provided that if the Borrower shall be required to deduct
any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.10) the Administrative Agent, Lender or Issuing Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law.


 


(2)           In addition, the Borrower shall pay any
Other Taxes to the relevant Governmental Authority in accordance with
applicable law.


 


(3)           The Borrower shall indemnify the
Administrative Agent, each Lender and the Issuing Lender, within ten (10)
Business Days after written demand therefore, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section
2.10) paid by the Administrative Agent, such Lender or such Issuing Lender,
as the case may be, and any penalties, interest (except to the extent such
penalties and/or interest arise as a result of a Lender’s or Issuing Lender’s
delay in dealing with any such Indemnified Tax) and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as
to the amount of such payment or liability delivered to the Borrower by a
Lender, the Issuing Lender or by the Administrative Agent on its own behalf or
on behalf of a Lender or Issuing Lender, shall be conclusive absent manifest
error.


 


(4)           As soon as practicable after any payment
of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(5)           Each Foreign Lender shall deliver to the
Borrower (with copies to the Administrative Agent) on or before the date hereof
(or in the case of a Foreign Lender who became a Lender by way of an
assignment, on or before the date of the assignment) or at least five (5)
Business Days prior to the first date for any payment herewith to such Lender,
and from time to time as required for renewal under applicable law, such
certificates, documents or other evidence, as required by the Code or Treasury
Regulations issued pursuant thereto, including, without limitation, Internal
Revenue Service Form W-8BEN or W-ECI, as appropriate, and any other certificate
or statement of exemption required by Section 871(h) or Section 881(c) of the
Code or any subsequent version thereof, properly completed and duly executed by
such Lender establishing that payments to such Lender hereunder are not subject
to withholding under the Code (“Evidence of No Withholding”).  Each Foreign Lender shall promptly notify the
Borrower and the Administrative Agent of any change in its applicable lending
office and upon written


 


20

















 


request
of the Borrower or the Administrative Agent shall, prior to the immediately
following due date of any payment by the Borrower hereunder or under any other
Loan Document, deliver Evidence of No Withholding to the Borrower and the
Administrative Agent.  The Borrower shall
be entitled to rely on such forms in their possession until receipt of any
revised or successor form pursuant to this Section 2.10(5).  If a Lender fails to provide Evidence of No
Withholding as required pursuant to this Section 2.10(5), then (i) the
Borrower (or the Administrative Agent) shall be entitled to deduct or withhold
from payments to Administrative Agent or such Lender as a result of such
failure, as required by law, and (ii) the Borrower shall not be required to
make payments of additional amounts with respect to such withheld Taxes
pursuant to Section 2.10(1) to the extent such withholding is required
solely by reason of the failure of such Lender to provide the necessary
Evidence of No Withholding.


 


(6)           Any Foreign Lender that does not act or
ceases to act for its own account with respect to any portion of any sums paid
or payable to such Lender under any of the Loan Documents (for example, in the
case of a typical participation by such Lender) shall deliver to the Borrower
(with copies to the Administrative Agent and in such number of copies as shall
be requested by the recipient), on or prior to the date such Foreign Lender
becomes a Lender, or on such later date when such Foreign Lender ceases to act
for its own account with respect to any portion of any such sums paid or
payable, and from time to time thereafter, required for renewal under
applicable law:


 


(A)          duly executed and properly completed
copies of the forms and statements required to be provided by such Foreign
Lender under Section 2.10(5), to establish the portion of any such sums paid or
payable with respect to which such Lender acts for its own account and is
providing Evidence of No Withholding, and


 


(B)           copies of the Internal Revenue Service
Form W 8IMY (or any successor forms) properly completed and duly executed by
such Foreign Lender, together with any information, if any, such Foreign Lender
chooses to transmit with such form, and any other certificate or statement of
exemption required under the Internal Revenue Code or the regulations
thereunder, to establish that such Foreign Lender is not acting for its own
account with respect to a portion of any such sums payable to such Foreign
Lender.


 


(7)           Any Lender that is not a Foreign Lender
and has not otherwise established to the reasonable satisfaction of the
Borrower and the Administrative Agent that it is an exempt recipient (as
defined in section 6049(b)(4) of the Internal Revenue Code and the United
States Treasury Regulations thereunder) shall deliver to the Borrower (with
copies to the Administrative Agent and in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter as
prescribed by applicable law or upon the request of the Borrower or the
Administrative Agent), duly executed and properly completed copies of Internal
Revenue Service Form W 9.


 


(8)           If the Administrative Agent or any Lender
determines, in its sole discretion, that it has received a refund of any
Indemnified Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 2.10, it shall pay to the Borrower an amount
equal to such


 


21

















 


refund
(but only to the extent of indemnity payments made, or additional amounts paid,
by the Borrower under this Section 2.10 with respect to the Indemnified
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund), provided that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. 
This paragraph shall not be construed to require the Administrative
Agent or any Lender to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Borrower or any other
Person.


 


2.11.        Fees.


 


(1)           Unused Line Fee.  Until the Obligations have been paid in full
and the Agreement terminated, the Borrower agrees to pay, on the first day of
each month and on the Commitment Termination Date, to the Administrative Agent,
for the ratable account of the Lenders, an unused line fee (the “Unused Line
Fee”) equal to the Applicable Unused Line Fee Percentage per annum on the
average daily amount by which, during the immediately preceding month or
shorter period if calculated on the Commitment Termination Date, the aggregate
amount of the Lenders’ Commitments during such period exceeded the sum of (i)
the average daily outstanding amount of Loans and (ii) the undrawn face amount
of all outstanding Letters of Credit. 
The unused line fee shall be computed on the basis of a 360-day year for
the actual number of days elapsed.


 


(2)           Letter of Credit Fees and Costs.


 


(A)          The Borrower agrees to pay to the
Administrative Agent for distribution to each Non-Defaulting Lender (based on
their respective Applicable Percentage) in U.S. Dollars, a fee in respect of each
Letter of Credit issued for the account of any Macerich Entity (the “Letter
of Credit Fee”), in each case for the period from and including the date of
issuance of the respective Letter of Credit to and including the date of
termination of such Letter of Credit, computed at a rate per annum equal to the
applicable “LIBO Spread” as listed in the definition of Applicable LIBO Rate on
the daily Stated Amount of such Letter of Credit.  Accrued Letter of Credit Fees shall be due
and payable on the first Business Day of each August, November, February and
May commencing with August of 2006, and on the Commitment Termination Date or
such earlier date upon which the Commitments are terminated.


 


(B)           The Borrower agrees to pay the Issuing
Lender, for its own account, in U.S. Dollars, a facing fee in respect of each
Letter of Credit issued for the account of any Macerich Entity by such Issuing
Lender (the “Facing Fee”), for the period from and including the date of
issuance of such Letter of Credit to and including the date of the termination
of such Letter of Credit, computed at a rate equal to one-eighth of one percent
(.125%) per annum of the daily Stated Amount of such Letter of Credit; provided
that in no event shall the annual Facing Fee with respect to any Letter of
Credit be less than $500.  Accrued Facing
Fees shall be due and payable in arrears on the first Business Day of each
August,


 


22

















 


November,
February and May commencing with August of 2006, and on the Commitment
Termination Date or such earlier date upon which the Commitments are
terminated.


 


(C)           The Borrower shall pay, upon each payment
under, issuance of, or amendment to, any Letter of Credit, such amount as shall
at the time of such event be the administrative charge and the reasonable
expenses which the applicable Issuing Lender is generally imposing for payment
under, issuance of, or amendment to, Letters of Credit issued by it, not to
exceed $500 per issuance or amendment.


 


(3)           Administrative Agent Fee.  The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative
Agent in that certain Fee Letter dated as of the date hereof.


 


(4)           Payment of Fees.  All fees payable hereunder shall be paid on
the dates due, in immediately available funds, to the Administrative Agent
(except the Facing Fee which shall be paid to the Issuing Lender) for distribution,
in the case of the Unused Line Fee and the Letter of Credit Fee, to the Lenders
entitled thereto.  Fees paid shall not be
refundable under any circumstances.


 


2.12.        Default Interest. 
During such time as there shall have occurred and be continuing an Event
of Default, all Obligations
outstanding, shall, at the election of the Administrative Agent, bear interest
at a per annum rate equal to two percent (2%) above the applicable rate of
interest in effect during the applicable calculation period.


 


2.13.        Computation.  All
computations of interest and fees payable hereunder shall be based upon a year
of 360 days for the actual number
of days elapsed (which results in more interest being paid than if computed on
the basis of a 365-day year).


 


2.14.        Application of Insufficient Payments.  If at
any time insufficient funds are received by and available to the Administrative Agent to pay
fully all amounts of principal, unreimbursed LC Disbursements, interest and
fees then due hereunder, such funds shall be applied (i) first, to pay
interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, to pay principal and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.


 


ARTICLE 3.           [RESERVED].


 


ARTICLE 4.           Credit Support.


 


4.1.          REIT Guaranty.  As
credit support for the Obligations, on or before the Closing Date, MAC shall
execute and deliver to the
Administrative Agent, for the benefit of the Lenders, the REIT Guaranty.


 


4.2.          Guaranties.  As credit support for the
Obligations, on or before the Closing Date, the Westcor Guarantors, the Wilmorite Guarantors and the Affiliate
Guarantors shall each


 


23

















 


execute and deliver to the Administrative
Agent, for the benefit of the Lenders, a Subsidiary Guaranty.  Upon the acquisition of any Project after the
Closing Date by any Borrower Party or Wholly-Owned Subsidiary thereof, in the
event at the time of acquisition the principal Property comprising such Project
is unencumbered by any Lien in respect of Borrowed Indebtedness (an
“Unencumbered Property”), and there is no Financing with respect to such
Unencumbered Property within ninety (90) days of its acquisition, such Person,
if such Person is not already a Guarantor (each a “Supplemental Guarantor”),
shall: (a) execute and deliver to the Administrative Agent, for the
benefit of the Lenders, a Guaranty in the form of Exhibit G hereto pursuant to
which such Supplemental Guarantor will unconditionally guarantee the
Obligations from time to time owing to the Lenders, (b) execute and deliver, or
cause to be executed and delivered, to the Administrative Agent such other
documents or legal opinions required by the Administrative Agent confirming the
authorization, execution and delivery and enforceability (subject to customary
exceptions) of the Guaranty by such Supplemental Guarantor, and (c) deliver
copies of its Organizational Documents, certified by the Secretary or an
Assistant Secretary of such Supplemental Guarantor (or if such Person is a
limited partnership or limited liability company, an authorized representative
of its general partner or manager) as of the date delivered as being accurate
and complete.  Upon the Disposition of
any Affiliate Guarantor or Supplemental Guarantor or the Disposition or Financing
of all Unencumbered Property owned by such Affiliate Guarantor or Supplemental
Guarantor, the Administrative Agent shall release the guaranty executed by such
Person pursuant to this Section 4.1.


 


4.3.          Pledge Agreements.  As
credit support for the Aggregate Obligations, on or before the Closing Date, Macerich Partnership, MAC, and the
other Pledgors shall each execute and deliver to the Collateral Agent, a Pledge
Agreement, pursuant to which each of them shall pledge to the Collateral Agent,
for the ratable benefit of the Benefited Creditors, all of its direct and
indirect ownership interest in the Subsidiary Entities identified therein.  Upon the Disposition of the pledged equity of
any Affiliate Guarantor or Supplemental Guarantor by any Pledgor in accordance
with the provisions of this Agreement and the Pledge Agreement, the Collateral
Agent shall release the pledged equity of the Person subject to such
disposition.


 


4.4.          Wilmorite Release.  On
not less than five (5) Business Days written notice from the Borrower to the Administrative Agent, the Borrower may
request a release of IMI Walleye LLC and Walleye Investments LLC as Subsidiary
Guarantors, and such release shall occur on the date requested by the Borrower
(such date, the “Wilmorite Release Date”) provided that the following conditions
are satisfied:


 


(1)           The Wilmorite JV Investment shall have
occurred on or prior to the Wilmorite Release Date; and


 


(2)           On the Wilmorite Release Date, no Potential
Default or Event of Default shall have occurred and be continuing.


 


ARTICLE 5.           Conditions Precedent.


 


5.1.          Conditions to Amendment and Restatement.  As
conditions precedent to the effectiveness of the amendment and restatement
of this Agreement:


 


24

















 


(1)           The Borrower shall have delivered or
shall have caused to be delivered to the Administrative Agent, in form and
substance satisfactory to the Lenders and their counsel and duly executed by
the appropriate Persons (with sufficient copies for each of the Lenders), each
of the following:


 


(A)          This Agreement;


 


(B)           To the extent requested by any Lender
pursuant to Section 1.8(6) above and not previously delivered, a Note
payable to such Lender;


 


(C)           To the extent not previously delivered,
the REIT Guaranty and the Subsidiary Guaranties;


 


(D)          The Pledge Agreements;


 


(E)           A certificate of the Secretary or
Assistant Secretary of the general partner or managing member of those Borrower
Parties which are partnerships or limited liability companies attaching copies
of resolutions duly adopted by the Board of Directors of such general partner
or managing member approving the execution, delivery and performance of the
Loan Documents on behalf of such Borrower Parties and certifying the names and
true signatures of the officers of such general partner or managing member
authorized to sign the Loan Documents to which such Borrower Parties are party;


 


(F)           A certificate or certificates of the
Secretary or an Assistant Secretary of those Borrower Parties which are
corporations attaching copies of resolutions duly adopted by the Board of
Directors of such Borrower Parties approving the execution, delivery and
performance of the Loan Documents to which such Borrower Parties are party and
certifying the names and true signatures of the officers of each of such
Borrower Parties authorized to sign the Loan Documents on behalf of such
Borrower Parties;


 


(G)           (i) An opinion of counsel for the
Borrower Parties as of the Closing Date, in form and substance reasonably
acceptable to the Administrative Agent and the Lenders; and (ii) an opinion of
counsel for MAC, in form and substance reasonably acceptable to the
Administrative Agent and the Lenders, regarding MAC’s status as a REIT;


 


(H)          Copies of the Certificate of
Incorporation, Certificate of Formation, or Certificate of Limited Partnership
of each of the Borrower Parties, certified by the Secretary of State of the
state of formation of such Person as of a recent date; provided that if there has been no
amendment or modification to the aforementioned documents since they were
delivered to the Administrative Agent on April 25, 2005, then each Borrower
Party may deliver a certificate from the Secretary or an Assistant Secretary of
such Borrower Party (or if such Person is a limited partnership, an authorized
representative of its general partner) as of the date of this Agreement
certifying that the documents as previously delivered are true and correct and
that there have been no amendments or changes to such documents;


 


(I)            Copies of the Organizational Documents of
each of the Borrower Parties (unless delivered pursuant to clause (H) above)
certified by the Secretary or an Assistant Secretary of such Person (or if such
Person is a limited partnership or limited liability


 


25

















 


company,
an authorized representative of its general partner or manager) as of the date
of this Agreement as being accurate and complete; provided that if there has been no amendment or modification
to the aforementioned documents since they were delivered to the Administrative
Agent on April 25, 2005, then each Borrower Party may deliver a certificate
from the Secretary or an Assistant Secretary of such Borrower Party (or if such
Person is a limited partnership, an authorized representative of its general
partner) as of the date of this Agreement certifying that the documents as
previously delivered are true and correct and that there have been no
amendments or modifications to such documents;


 


(J)            A certificate of authority and good
standing or analogous documentation as of a recent date for each of the
Borrower Parties for the State of California and each state in which such
Person is organized, formed or incorporated, as applicable;


 


(K)          From a Responsible Officer of the Borrower,
a Closing Certificate dated as of the Closing Date;


 


(L)           Confirmation from the Administrative
Agent and the Collateral Agent (which may be oral) that all fees required to be
paid by the Borrower on or before the Closing Date have been, or will upon the
initial funding of the Loans be, paid in full;


 


(M)         Evidence satisfactory to the
Administrative Agent and the Collateral Agent that all reasonable costs and
expenses of the Administrative Agent, including, without limitation, fees of
outside counsel and fees of third party consultants and appraisers, required to
be paid by the Borrower on or prior to the Closing Date have been, or will upon
the funding of the Loans be, paid in full; and


 


(N)          From a Responsible Financial Officer of
MAC, a Compliance Certificate in form and substance satisfactory to the
Administrative Agent and the Lenders, evidencing, as applicable, MAC’s
compliance with the financial covenants set forth under Section 8.12
below at and as of March 31, 2006.


 


(2)           Each of the requirements set forth on Schedule
5.1(2) attached hereto shall have been met to the satisfaction of the
Administrative Agent and the Lenders.


 


(3)           All representations and warranties of the
Borrower Parties set forth herein and in the other Loan Documents shall be
accurate and complete in all material respects as if made on and as of the
Closing Date (unless any such representation and warranty speaks as of a
particular date, in which case it shall be accurate and complete in all
material respects as of such date).


 


(4)           There shall not have occurred and be
continuing as of the Closing Date any Event of Default or Potential Default.


 


(5)           All acts and conditions (including,
without limitation, the obtaining of any third party consents and necessary
regulatory approvals and the making of any required filings, recordings or
registrations) required to be done and performed and to have happened precedent
to the execution, delivery and performance of the Loan Documents by each of the


 


26

















 


Borrower
Parties and the consummation of the Wilmorite Acquisition shall have been done
and performed.


 


(6)           There shall not have occurred any change,
occurrence or development that could, in the good faith opinion of the Lenders,
have a Material Adverse Effect.


 


(7)           All documentation, including, without
limitation, documentation for corporate and legal proceedings in connection
with the transactions contemplated by the Loan Documents shall be satisfactory
in form and substance to the Administrative Agent, the Lenders and their
counsel.


 


5.2.          Each Credit Event.  The
obligation of each Lender to make a Loan on the occasion of any New Borrowing (and with respect to subsection (2)
below, any LIBO Rate Borrowing), and of the Issuing Lender to issue, amend,
renew or extend any Letter of Credit, is subject to the satisfaction of the
following conditions:  


 


(1)           The representations and warranties of the
Borrower set forth in this Agreement and in the other Loan Documents shall be
true and correct in all material respects (subject to updates as approved by
the Administrative Agent) on and as of the date of such New Borrowing or the
date of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, as of such specific date);


 


(2)           At the time of and immediately after
giving effect to a New Borrowing or any LIBO Rate Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, no Potential Default or Event of Default shall have occurred and be
continuing; and


 


(3)           At the time of each New Borrowing or the
date of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, a Responsible Officer shall certify that (i) no Potential Default
or Event of Default shall have occurred and be continuing and (ii) after giving
effect to such New Borrowing or issuance, amendment, renewal or extension of
such Letter of Credit, as applicable, the Borrower Parties remain in compliance
with the covenants set forth in Article 8 after giving effect to such
New Borrowing or issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, including supporting documentation reasonably
satisfactory to the Administrative Agent.


 


(4)           Each New Borrowing and each issuance,
amendment, renewal or extension of such Letter of Credit shall be deemed to
constitute a representation and warranty by the Borrower on the date thereof as
to the matters specified in the preceding sentence.


 


ARTICLE 6.           Representations and Warranties. 
As an inducement to the Administrative Agent, the Issuing Lender and
each Lender to enter
into this Agreement, each of the Borrower and MAC, collectively and severally,
represent and warrant as of the Closing Date (or such later date as otherwise
expressly provided in this Agreement), to the Administrative Agent, the Issuing
Lender and each Lender:


 


27

















 


6.1.          Financial Condition. 
Complete and accurate copies of the following financial statements and
materials have been delivered to
the Administrative Agent: (i) audited financial statements of MAC for 2003,
2004 and 2005 and (ii) unaudited financial statements of MAC for each fiscal
quarter ending after December 31, 2005 and more than 45 days prior to the
Closing Date (the materials described in clauses (i) and (ii) are referred to
as the “Initial Financial Statements”). 
All financial statements included in the Initial Financial Statements
were prepared in all material respects in conformity with GAAP, except as
otherwise noted therein, and fairly present in all material respects the
respective consolidated financial positions, and the consolidated results of
operations and cash flows for each of the periods covered thereby of MAC and
its consolidated Subsidiaries as at the respective dates thereof.  None of the Borrower Parties or any of their
Subsidiaries has any Contingent Obligation, contingent liability or liability
for any taxes, long-term leases or commitments, not reflected in its audited
financial statements delivered to the Administrative Agent on or prior to the
Closing Date or otherwise disclosed to the Administrative Agent and the Lenders
in writing, which will have or is reasonably likely to have a Material Adverse
Effect.


 


6.2.          No Material Adverse Effect.  Since
the Statement Date no event has occurred which has resulted in, or is reasonably likely to have, a
Material Adverse Effect.


 


6.3.          Compliance with Laws and Agreements.  Each
of the Borrower Parties and the Macerich Core Entities is in compliance with all
Requirements of Law and Contractual Obligations, except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.


 


6.4.          Organization, Powers; Authorization;
Enforceability.


 


(1)           Macerich Partnership (A) is a limited
partnership duly organized, validly existing and in good standing under the
laws of the State of Delaware, (B) is duly qualified to do business and is in
good standing under the laws of each jurisdiction in which failure to be so
qualified and in good standing will have or is reasonably likely to have a
Material Adverse Effect, (C) has all requisite partnership power and authority
to own, operate and encumber its Property and to conduct its business as
presently conducted and as proposed to be conducted in connection with and
following the consummation of the transactions contemplated by this Agreement
and (D) is a partnership for purposes of federal income taxation and for
purposes of the tax laws of any state or locality in which Macerich Partnership
is subject to taxation based on its income.


 


(2)           MAC (A) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Maryland,
(B) is duly authorized and qualified to do business and is in good standing
under the laws of each jurisdiction in which failure to be so qualified and in good
standing will have or is reasonably likely to have a Material Adverse Effect,
and (C) has all requisite corporate power and authority to own, operate and
encumber its Property and to conduct its business as presently conducted.


 


(3)           Each Westcor Guarantor, Wilmorite
Guarantor and Affiliate Guarantor (A) is either a corporation, a limited
partnership or a limited liability company duly incorporated, formed or
organized, validly existing, and in good standing under the laws of the


 


28

















 


State of
its incorporation, organization and/or formation, (B) is duly qualified to do
business and is in good standing under the laws of each jurisdiction in which
failure to be so qualified and in good standing will have or is reasonably
expected to have a Material Adverse Effect, and (C) has all requisite
corporate, partnership or limited liability company power and authority to own,
operate and encumber its Property and to conduct its business as presently
conducted and as proposed to be conducted in connection with and following the
consummation of the transactions contemplated by this Agreement.


 


(4)           True, correct and complete copies of the
Organizational Documents described in Section 5.1(1)(I) have been
delivered to the Administrative Agent, each of which is in full force and
effect, has not been Modified except to the extent indicated therein and, to
the best knowledge of each of the Borrower Parties party to this Agreement,
there are no defaults under such Organizational Documents and no events which,
with the passage of time or giving of notice or both, would constitute a
default under such Organizational Documents.


 


(5)           The Borrower Parties have the requisite
partnership, company or corporate power and authority to execute, deliver and
perform this Agreement and each of the other Loan Documents which are required
to be executed on their behalf.  The
execution, delivery and performance of each of the Loan Documents which must be
executed in connection with this Agreement by the Borrower Parties and to which
the Borrower Parties are a party and the consummation of the transactions
contemplated thereby are within their partnership, company, or corporate
powers, have been duly authorized by all necessary partnership, company, or
corporate action and such authorization has not been rescinded. No other
partnership, company, or corporate action or proceedings on the part of the
Borrower Parties is necessary to consummate such transactions.


 


(6)           Each of the Loan Documents to which each
Borrower Party is a party has been duly executed and delivered on behalf of
such Borrower Party and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms (subject to bankruptcy,
insolvency, reorganization, or other laws affecting creditors’ rights generally
and to principles of equity, regardless of whether considered in a proceeding
in equity or at law), is in full force and effect and all the terms,
provisions, agreements and conditions set forth therein and required to be
performed or complied with by such Borrower Party on or before the Closing Date
have been performed or complied with, and no Potential Default or Event of
Default exists thereunder.


 


6.5.          No Conflict.  The
execution, delivery and performance of the Loan Documents, the borrowing
hereunder and the use of the proceeds
thereof, will not violate any material Requirement of Law or any Organizational
Document or any material Contractual Obligation of any of the Borrower Parties
or the Macerich Core Entities; or, except as contemplated by the Pledge
Agreements, create or result in the creation of any Lien on any material assets
of any of the Borrower Parties.


 


6.6.          No Material Litigation. 
Except as disclosed on Schedule 6.6 hereto, no litigation, investigation
or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the
Borrower Parties party to this Agreement, threatened by or against the Borrower
Parties or the Macerich Core Entities or against any of such Persons’


 


29

















 


Properties or revenues which is likely to be
adversely determined and which, if adversely determined, either individually or
in the aggregate, could reasonably be expected to have a Material Adverse
Effect.


 


6.7.          Taxes.  All tax returns, reports and
similar statements or filings of the Borrower Parties and the Macerich Core Entities have been timely
filed.  Except for Permitted
Encumbrances, all taxes, assessments, fees and other charges of Governmental
Authorities upon such Persons and upon or relating to their respective
Properties, assets, receipts, sales, use, payroll, employment, income, licenses
and franchises which are shown in such returns or reports to be due and payable
have been paid, except to the extent (i) such taxes, assessments, fees and
other charges of Governmental Authorities are subject to a Good Faith Contest;
or (ii) the non-payment of such taxes, assessments, fees and other charges of
Governmental Authorities would not, individually or in the aggregate, result in
a Material Adverse Effect.  The Borrower
Parties party to this Agreement have no knowledge of any proposed tax
assessment against the Borrower Parties or the Macerich Core Entities that will
have or is reasonably likely to have a Material Adverse Effect.


 


6.8.          Investment Company Act. 
Neither the Borrower nor any Borrower Party, nor any Person controlling
such entities is an “investment
company” or a company “controlled” by an “investment company” within the
meaning of the Investment Company Act of 1940 (as amended from time to time).


 


6.9.          Subsidiary Entities. 
Schedule 6.9 (A) contains charts and diagrams reflecting the corporate
structure of the Borrower Parties
and their respective Subsidiary Entities indicating the nature of the
corporate, partnership, limited liability company or other equity interest in
each Person included in such chart or diagram; and (B) accurately sets forth
(1) the correct legal name of such Person, the type of organization, and the
jurisdiction of its incorporation or organization, and (2) the percentage
thereof owned by the Borrower Parties and their Subsidiaries.  None of such issued and outstanding Capital
Stock or Securities owned by any Borrower Entity is subject to any vesting,
redemption, or repurchase agreement, and there are no warrants or options
outstanding with respect to such Securities, except as noted on Schedule 6.9.
The outstanding Capital Stock of each Subsidiary Entity shown on Schedule 6.9 as
being owned by a Borrower Party or its Subsidiary is duly authorized, validly
issued, fully paid and nonassessable. 
Except where failure may not have a Material Adverse Effect, each
Subsidiary Entity of the Borrower Parties: 
(A) is a corporation, limited liability company, or partnership, as
indicated on Schedule 6.9, duly organized, validly existing and, if applicable,
in good standing under the laws of the jurisdiction of its organization, (B) is
duly qualified to do business and, if applicable, is in good standing under the
laws of each jurisdiction in which failure to be so qualified and in good
standing would limit its ability to use the courts of such jurisdiction to
enforce Contractual Obligations to which it is a party, and (C) has all requisite
partnership, company or corporate power and authority to own, operate and
encumber its Property and to conduct its business as presently conducted and as
proposed to be conducted hereafter.   


 


6.10.        Federal Reserve Board Regulations. 
Neither the Borrower nor any other Borrower Party is engaged or will engage, principally or as
one of its important activities, in the business of extending credit for the
purpose of “purchasing” or “carrying” any “Margin Stock”


 


30

















 


within the respective meanings of such terms
under Regulations U, T and X.  No part of
the proceeds of the Loans will be used for “purchasing” or “carrying” “Margin
Stock” as so defined or for any purpose which violates, or which would be
inconsistent with, the provisions of, the Regulations of the Board of Governors
of the Federal Reserve System.


 


6.11.        ERISA Compliance.  Except as disclosed on Schedule 6.11: 


 


(1)           Each Plan is in compliance with the
applicable provisions of ERISA, the Code and other federal or state law failure
to comply with which would reasonably be likely to result in a Material Adverse
Effect.  Each Plan which is intended to
qualify under Section 401(a) of the Code has received a favorable
determination letter from the IRS and to the best knowledge of the Borrower
Parties party to this Agreement, nothing has occurred which would cause the
loss of such qualification.


 


(2)           There are no pending or, to the best
knowledge of Borrower Parties party to this Agreement, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan which has resulted or could reasonably be expected to result in a
Material Adverse Effect.  There has been
no prohibited transaction or violation of the fiduciary responsibility rules
with respect to any Plan which has resulted or could reasonably be expected to
result in a Material Adverse Effect.


 


(3)           No ERISA Event has occurred or is
reasonably expected to occur with respect to any Pension Plan or, to the best
knowledge of the Borrower Parties party to this Agreement, any Multiemployer
Plan, which has resulted or could reasonably be expected to result in a
Material Adverse Effect.


 


(4)           No Pension Plan has any Unfunded Pension
Liability, which has resulted or could reasonably be expected to result in a
Material Adverse Effect.


 


(5)           None of the Borrower Parties or their
respective Subsidiaries, nor any ERISA Affiliate has incurred, nor reasonably
expects to incur, any liability under Title IV of ERISA with respect to
any Pension Plan (other than premiums due and not delinquent under
Section 4007 of ERISA), which has resulted or could reasonably be expected
to result in a Material Adverse Effect.


 


(6)           None of the Borrower Parties or their
respective Subsidiaries, nor any ERISA Affiliate has incurred nor reasonably
expects to incur any liability (and no event has occurred which, with the
giving of notice under Section 4219 of ERISA, would result in such
liability) under Section 4201 or 4243 of ERISA with respect to a
Multiemployer Plan, which has resulted or could reasonably be expected to
result in a Material Adverse Effect.


 


(7)           None of the Borrower Parties or their
respective Subsidiaries, nor any ERISA Affiliate has transferred any Unfunded
Pension Liability to any person or otherwise engaged in a transaction that is
subject to Section 4069 or 4212(c) of ERISA, which has resulted or could
reasonably be expected to result in a Material Adverse Effect.


 


6.12.        Assets and Liens.  Each
of the Borrower Parties and their respective Subsidiary Entities has good and marketable fee or leasehold title to
all Property and assets


 


31






 













 


reflected in the financial statements
referred to in Section 6.1 above, except Property and assets sold or otherwise
disposed of in the ordinary course of business subsequent to the respective
dates thereof.  None of the Borrower
Parties, nor their respective Subsidiary Entities, has outstanding Liens on any
of its Properties or assets nor are there any security agreements to which it
is a party, except for Liens permitted in accordance with Section 8.1.


 


6.13.        Securities Acts.  None
of the Borrower Parties or their respective Subsidiary Entities has issued any unregistered securities in violation of
the registration requirements of Section 5 of the Securities Act of 1933,
(as amended from time to time, the “Act”) or any other law, nor are they in
violation of any rule, regulation or requirement under the Act, or the
Securities Exchange Act of 1934, (as amended from time to time) other than
violations which could not reasonably be expected to have a Material Adverse
Effect.  None of the Borrower Parties is
required to qualify an indenture under the Trust Indenture Act of 1939, (as
amended from time to time) in connection with its execution and delivery of
this Agreement or the incurrence of Indebtedness hereunder.


 


6.14.        Consents, Etc. 
Except as disclosed in Schedule 6.14, no consent, approval or
authorization of, or registration,
declaration or filing with any Governmental Authority or any other Person is
required on the part of the Borrower Parties or the Macerich Core Entities in
connection with the execution and delivery of the Loan Documents by the
Borrower Parties, or the performance of or compliance with the terms,
provisions and conditions thereof by such Persons, other than those that have
been obtained or will be obtained by the legally required time.


 


6.15.        Hazardous Materials.  The
Borrower Parties and the Macerich Core Entities have caused Phase I and the other environmental assessments as
set forth in Schedule 6.15 to be conducted or have taken other steps to
investigate the past and present environmental condition and use of their
Retail Properties (as used in this Section 6.15 and Section 7.9, the
“Designated Environmental Properties”). 
Based on such investigation, except as otherwise disclosed in the
reports listed on Schedule 6.15, to the best knowledge of the Borrower and
MAC:  (1) no Hazardous Materials have
been discharged, disposed of, or otherwise released on, under, or from the
Designated Environmental Properties so as to be reasonably expected to result
in a violation of Hazardous Materials Laws and a material adverse effect to
such Designated Environmental Property or the owner thereof; (2) the owners of
the Designated Environmental Properties have obtained all material
environmental, health and safety permits and licenses necessary for their
respective operations, and all such permits are in good standing and the holder
of each such permit is currently in compliance with all terms and conditions of
such permits, except to the extent the failure to obtain such permits or comply
therewith is not reasonably expected to result in a Material Adverse Effect or
any material violation of Hazardous Materials Laws or in a material adverse
effect to such Designated Environmental Property or the owner thereof; (3) none
of the Designated Environmental Properties is listed or proposed for listing on
the National Priorities List (“NPL”) pursuant to CERCLA or on the Comprehensive
Environmental Response Compensation Liability Information System List
(“CERCLIS”) or any similar applicable state list of sites requiring remedial
action under any Hazardous Materials Laws; (4) none of the owners of the
Designated Environmental Properties has sent or directly arranged for the
transport of any hazardous waste to any site listed or proposed for listing on
the NPL, CERCLIS or any similar state list; (5) there is not now on or in any
Designated


 


32

















 


Environmental Property:  (a) any landfill or surface impoundment; (b)
any underground storage tanks; (c) any asbestos-containing material; or (d) any
polychlorinated biphenyls (PCB), which in the case of any of clauses (a)
through (d) could reasonably result in a violation of any Hazardous Materials
Laws and a material adverse effect to such Designated Environmental Property or
the owner thereof; (6) no environmental Lien has attached to any Designated
Environmental Properties; and (7) no other event has occurred with respect to
the presence of Hazardous Materials on or under any of the Properties of the
Borrower Parties or the Macerich Core Entities, which would reasonably be
expected to result in a Material Adverse Effect.  Notwithstanding the foregoing, on the Closing
Date all of the representations set forth above shall be true and correct with
respect to all Properties of the Borrower Parties and the Macerich Core
Entities (and not only the Designated Environmental Properties).


 


6.16.        Regulated Entities.  None
of the Borrower Parties or the Macerich Core Entities:  (1) is subject to regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce
Act, any state public utilities code, or any other Federal or state statute or
regulation limiting its ability to incur Indebtedness, or (2) is a “foreign
person” within the meaning of Section 1445 of the Code.


 


6.17.        Copyrights, Patents, Trademarks and Licenses,
etc.  To the best knowledge of the Borrower Parties
party to this Agreement, the
Borrower Parties and the Macerich Core Entities own or are licensed or
otherwise have the right to use all of the patents, trademarks, service marks,
trade names, copyrights, contractual franchises, authorizations and other
rights that are necessary for the operation of their respective businesses,
without conflict with the rights of any other Person.  To the best knowledge of the Borrower Parties
party to this Agreement, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Borrower Parties or the Macerich Core
Entities infringes upon any rights held by any other Person, except for any
infringements, individually or in the aggregate, which would not result, or be
expected to result, in a Material Adverse Effect.


 


6.18.        REIT Status.  MAC:  (1) is a REIT, (2) has not revoked its
election to be a REIT, (3) has not engaged in any
“prohibited transactions” as defined in Section 856(b)(6)(iii) of the Code (or
any successor provision thereto), and (4) for its current “tax year” as defined
in the Code is and for all prior tax years subsequent to its election to be a
REIT has been entitled to a dividends paid deduction which meets the
requirements of Section 857 of the Code.


 


6.19.        Insurance.  Schedule 6.19 accurately sets
forth as of the Closing Date all insurance policies currently in effect with respect to the respective
Property and assets and business of the Borrower Parties and the Macerich Core
Entities, specifying for each such policy, (i) the amount thereof, (ii) the
general risks insured against thereby, (iii) the name of the insurer and each
insured party thereunder, (iv) the policy or other identification number
thereof, and (v) the expiration date thereof.  Such insurance policies are currently in full
force and effect, in compliance with the requirements of Section 7.8 hereof.


 


6.20.        Full Disclosure.  None
of the representations or warranties made by the Borrower Parties in the Loan Documents as of the date such
representations and warranties are made or deemed made contains any untrue
statement of a material fact or omits to state a


 


33

















 


material fact necessary to make the
statements made therein, in light of the circumstances under which they are
made, not misleading.


 


6.21.        Indebtedness. 
Schedule 6.21 sets forth, as of December 31, 2005, all Indebtedness for
borrowed money of each of the Borrower
Parties and the Macerich Core Entities, and, except as set forth on such
Schedule 6.21, there are no defaults in the payment of principal or interest on
any such Indebtedness, and no payments thereunder have been deferred or
extended beyond their stated maturity, and there has been no material change in
the type or amount of such Indebtedness since December 31, 2005.


 


6.22.        Real Property.  Set
forth on Schedule 6.22 is a list, as of the date of this Agreement, of all
of the Projects of the Borrower
Parties and the Macerich Core Entities, indicating in each case whether the
respective property is owned or ground leased by such Persons, the identity of
the owner or lessee and the location of the respective property.


 


6.23.        Brokers.  The Borrower Parties have not
dealt with any broker or finder with respect to the transactions embodied in this Agreement and the other Loan
Documents.


 


6.24.        No Default.  No Default or Potential Default
has occurred and is continuing.


 


6.25.        Solvency.  On the Closing Date and after
giving effect to all loans made on the Closing Date, each Borrowing and each issuance, amendment,
renewal or extension of any Letter of Credit, each Borrower Party is and shall
be Solvent.


 


6.26.        Foreign Assets Control Regulations, etc.  None
of the Macerich Entities or their Affiliates: 
(i) is or will be in violation
of any Laws relating to terrorism or money laundering (“Anti-Terrorism Laws”),
including Executive Order 13224 of September 23, 2001 Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed.  Reg.  49079 (2001)) (the “Executive Order”), the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (“Patriot
Act”), or any other applicable requirements contained in the rules and
regulations of the Office of Foreign Assets Control, Department of the Treasury
(“OFAC”); (ii) is or will become a “blocked” person listed in or subject to the
Annex to the Executive Order; (iii) has been or will be designated as a
Specially Designated National on any publicly available lists maintained by
OFAC or any other publicly available list of terrorists or terrorist
organizations maintained pursuant to the Patriot Act (any person regulated
pursuant to clauses (ii) and (iii), a “Prohibited Person”); or (iv) conducts or
will conduct any business or engages or will engage in any transactions or
dealings with any Prohibited Person, including the making or receiving of any
contribution of funds, goods or services to or for the benefit of any
Prohibited Person; or any transactions involving any property or interests in
property blocked pursuant to the Executive Order.


 


ARTICLE 7.           Affirmative Covenants. 
As an inducement to the Administrative Agent, the Issuing Lender and
each Lender to enter into
this Agreement, each of the Borrower and MAC, collectively and severally,
hereby covenants and agrees with the Administrative Agent, the Issuing Lender
and each Lender that, as long as any Obligations remain unpaid:


 


34

















 


7.1.          Financial Statements.  The
Borrower Parties shall maintain, for themselves, and shall cause each of the Macerich Core Entities to maintain
a system of accounting established and administered in accordance with sound
business practices to permit preparation of consolidated financial statements
in conformity with GAAP.  Each of the
financial statements and reports described below shall be prepared from such
system and records and in form reasonably satisfactory to the Administrative
Agent, and shall be provided to Administrative Agent (and Administrative Agent
shall provide a copy to each requesting Lender):


 


(1)           As soon as practicable, and in any event
within ninety (90) days after the close of each fiscal year of MAC, the
consolidated balance sheet of MAC and its Subsidiaries as of the end of such
fiscal year and the related consolidated statements of income, stockholders’
equity and cash flow of MAC and its Subsidiaries for such fiscal year, setting
forth in each case in comparative form the consolidated or combined figures, as
the case may be, for the previous fiscal year, all in reasonable detail and
accompanied by a report thereon of Deloitte & Touche or other independent
certified public accountants of recognized national standing selected by the
Borrower and reasonably satisfactory to the Administrative Agent, which report
shall be unqualified (except for qualifications that the Required Lenders do
not, in their discretion, consider material) and shall state that such
consolidated financial statements fairly present the financial position of MAC
and its Subsidiaries as at the date indicated and the results of their
operations and cash flow for the periods indicated in conformity with GAAP
(except as otherwise stated therein) and that the examination by such
accountants in connection with such consolidated financial statements has been
made in accordance with generally accepted auditing standards;


 


(2)           As soon as practicable, and in any event
within fifty (50) days after the close of each of the first three fiscal
quarters of each fiscal year of MAC, for MAC and its Subsidiaries, unaudited
balance sheets as at the close of each such period and the related combined
statements of income and cash flow of MAC and its Subsidiaries for such quarter
and the portion of the fiscal year ended at the end of such quarter, setting
forth in each case in comparative form the consolidated or combined figures, as
the case may be, for the corresponding periods of the prior fiscal year, all in
reasonable detail and in conformity with GAAP (except as otherwise stated
therein), together with a representation by a Responsible Financial Officer, as
of the date of such financial statements, that such financial statements have
been prepared in accordance with GAAP (provided, however, that
such financial statements may not include all of the information and footnotes
required by GAAP for complete financial information) and reflect all
adjustments that are, in the opinion of management, necessary for a fair
presentation of the financial information contained therein;


 


(3)           Together with each delivery of any
quarterly or annual report pursuant to paragraphs (1) through (2) of this Section
7.1, MAC shall deliver a Compliance Certificate signed by MAC’s Responsible
Financial Officer representing and certifying (1) that the Responsible
Financial Officer signatory thereto has reviewed the terms of the Loan
Documents, and has made, or caused to be made under his/her supervision, a
review in reasonable detail of the transactions and consolidated financial
condition of MAC and its Subsidiaries, during the fiscal quarter covered by
such reports, that such review has not disclosed the existence during or at the
end of such fiscal quarter, and that such officer does not have


 


35

















 


knowledge
of the existence as at the date of such Compliance Certificate, of any
condition or event which constitutes an Event of Default or Potential Default,
or, if any such condition or event existed or exists, specifying the nature and
period of existence thereof and what action the Borrower, MAC or their
Subsidiaries have taken, are taking and propose to take with respect thereto,
(2) the calculations (with such specificity as the Administrative Agent may
reasonably request) for the period then ended which demonstrate compliance with
the covenants and financial ratios set forth in Article 8, (3) a
schedule of Total Liabilities in respect of borrowed money in the level of
detail disclosed in MAC’s Form 10-Q filings with the Securities and Exchange
Commission, as well as such other information regarding such Indebtedness as
may be reasonably requested by the Administrative Agent, and (4) a schedule of
EBITDA.


 


(4)           To the extent not otherwise delivered
pursuant to this Section 7.1, copies of all financial statements and
financial information delivered by the Borrower and MAC (or, upon
Administrative Agent’s request, any Subsidiaries of such Persons) from time to
time to the holders of any Indebtedness for borrowed money of such Persons; and


 


(5)           Copies of all proxy statements, financial
statements, and reports which the Borrower or MAC send to their respective
stockholders or limited partners, and copies of all regular, periodic and
special reports, and all registration statements under the Act which the Borrower
or MAC file with the Securities and Exchange Commission or any Governmental
Authority which may be substituted therefore, or with any national securities
exchange; provided, however, that there shall not be required to
be delivered hereunder such copies for any Lender of prospectuses relating to
future series of offerings under registration statements filed under Rule 415
under the Act or other items which such Lender has indicated in writing to the
Borrower or MAC from time to time need not be delivered to such Lender.


 


(6)           Notwithstanding the foregoing, it is
understood and agreed that to the extent MAC files documents with the
Securities and Exchange Commission and such documents contain the same
information as required by subsections (1), (2), (3) (only with respect to
subclause (3)), (4) and (5) above, the Borrower may deliver copies, which
copies may be delivered electronically, of such forms with respect to the
relevant time periods in lieu of the deliveries specified in such clauses.


 


7.2.          Certificates; Reports; Other Information.  The
Borrower Parties shall furnish or cause to be furnished to the Administrative Agent, the
Issuing Lender and each of the Lenders directly:


 


(1)           From time to time upon reasonable request
by the Administrative Agent, a rent roll, tenant sales report and income
statement with respect to any Project;


 


(2)           As soon as practicable and in any event
by January 1st of each calendar year, (i) a report in form and substance
reasonably satisfactory to the Administrative Agent outlining all insurance
coverage maintained as of the date of such report by the Borrower Parties and
the Macerich Core Entities and the duration of such coverage and (ii) evidence
that all premiums with respect to such coverage have been paid when due.


 


36

















 


(3)           Promptly, such additional financial and
other information, including, without limitation, information regarding the
Borrower Parties, the Macerich Core Entities, any of such entities’ assets and
Properties and the Wilmorite Acquisition as Administrative Agent or any Lender
may from time to time reasonably request, including, without limitation, such
information as is necessary for any Lender to participate out any of its
interests in the Obligations.


 


7.3.          Maintenance of Existence and Properties. The Borrower and MAC shall, and shall cause
each of the Macerich
Core Entities to, and the other Borrower Parties shall at all times: (1)
maintain its corporate existence or existence as a limited partnership or
limited liability company, as applicable; provided that a Macerich Core Entity
(other than the Borrower, MAC, the Westcor Principal Entities or prior to the
Wilmorite Release Date, the Wilmorite Principal Entity) (A) may change its form
of organization from one type of legal entity to another to the extent
otherwise permitted in this Agreement; (B) may effect a dissolution if such
actions are taken subsequent to a Disposition of substantially all of its
assets as otherwise permitted under this Agreement (including Section 8.4); and
(C) may merge or consolidate with any Person as otherwise not prohibited by
this Agreement (including Section 8.3); (2) maintain in full force and effect
all rights, privileges, licenses, approvals, franchises, Properties and assets
material to the conduct of its business; (3) remain qualified to do
business and maintain its good standing in each jurisdiction in which failure
to be so qualified and in good standing will have a Material Adverse Effect;
and (4) not permit, commit or suffer any waste or abandonment of any Project
that will have a Material Adverse Effect.


 


7.4.          Inspection of Property; Books and Records;
Discussions. The Borrower
and MAC shall, and shall cause each
of the Macerich Core Entities to, and the other Borrower Parties shall keep
proper books of record and account in which full, true and correct entries in
conformity with GAAP and all material Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities, and shall
permit representatives of the Administrative Agent, the Issuing Lender or any
Lender to visit and inspect any of its properties and examine and make copies
or abstracts from any of its books and records at any reasonable time during normal
business hours and as often as may reasonably be desired by the Administrative
Agent, the Issuing Lender or any Lender, and to discuss the business,
operations, properties and financial and other condition of Borrower Parties
and the Macerich Core Entities with officers and employees of such Persons, and
with their independent certified public accountants (provided that
representatives of such Persons may be present at and participate in any such
discussion).


 


7.5.          Notices. The Borrower shall promptly, but in any event within five Business
Days after obtaining knowledge thereof,
give written notice to the Administrative Agent, the Issuing Lender and each
Lender directly of:


 


(1)           The occurrence of any Potential Default
or Event of Default and what action the Borrower has taken, is taking, or is
proposing to take in response thereto;


 


(2)           The institution of, or written threat of,
any action, suit, proceeding, governmental investigation or arbitration against
or affecting the Borrower Parties or the Macerich Core Entities and not
previously disclosed, which action, suit, proceeding,


 


37

















 


governmental
investigation or arbitration (i) exposes, or in the case of multiple actions,
suits, proceedings, governmental investigations or arbitrations arising out of
the same general allegations or circumstances expose, such Persons, in the
Borrower’s reasonable judgment, to liability in an amount aggregating
$10,000,000 or more and is or are not covered by insurance, or (ii) seeks
injunctive or other relief which, if obtained, may have a Material Adverse
Effect providing such other information as may be reasonably available to
enable Administrative Agent and its counsel to evaluate such matters.  The Borrower, upon request of the
Administrative Agent, shall promptly give written notice of the status of any
action, suit, proceeding, governmental investigation or arbitration;


 


(3)           Any labor dispute to which the Borrower
Parties or any of the Macerich Core Entities may become a party (including,
without limitation, any strikes, lockouts or other disputes relating to any
Property of such Persons’ and other facilities) which could result in a
Material Adverse Effect;


 


(4)           The bankruptcy or cessation of operations
of any tenant to which greater than 5% of either the Macerich Partnership’s or
MAC’s share of consolidated minimum rent is attributable; or


 


(5)           Any event not disclosed pursuant to paragraphs (1)
through (4) above which could reasonably be expected to result in a
Material Adverse Effect.


 


7.6.          Expenses.  The Borrower shall pay all
reasonable out-of-pocket expenses (including reasonable fees and disbursements of outside counsel):  (1) of the Administrative Agent incident
to the preparation, negotiation and administration of the Loan Documents,
including any proposed Modifications or waivers with respect thereto, the
syndication of the Commitments (but such expenses shall not include any fees
paid to the syndicate members), and the preservation and protection of the
rights of the Lenders, the Issuing Lender and the Administrative Agent under
the Loan Documents, and (2) of the Administrative Agent, the Issuing
Lender and each of the Lenders incident to the enforcement of payment of the
Obligations, whether by judicial proceedings or otherwise, including, without
limitation, in connection with bankruptcy, insolvency, liquidation,
reorganization, moratorium or other similar proceedings involving any Borrower
Party or a “workout” of the Obligations; provided that only one property
inspection or site visit performed pursuant to Section 7.4 shall be paid for by
the Borrower each year, unless a Potential Default or Event of Default has
occurred and is continuing, in which case there shall be no limit to property
inspections or site visits performed pursuant to Section 7.4, and the Borrower
shall pay the costs associated with each such inspection and visit performed
during such periods.  The obligations of
the Borrower under this Section 7.6 shall survive payment of all other
Obligations.


 


7.7.          Payment of Indemnified Taxes and Other Taxes
and Charges.  The Borrower Parties shall, and shall cause each of the Macerich Core
Entities to, file all tax returns required to be filed in any jurisdiction and,
if applicable, and except with respect to taxes subject to any Good Faith
Contest, pay and discharge all Indemnified Taxes and Other Taxes imposed upon
it or any of its Properties or in respect of any of its franchises, business,
income or property before any material penalty shall be incurred with respect
to such Indemnified Taxes and Other Taxes.


 


38

















 


7.8.          Insurance.  The Borrower Parties shall, and
shall cause each of the Macerich Core Entities, to maintain, to the extent commercially
available, insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks (including, without
limitation, fire, extended coverage, vandalism, malicious mischief, flood,
earthquake, public liability, product liability, business interruption and
terrorism) as is usually carried by companies engaged in similar businesses and
owning similar properties in the same general areas in which the Borrower
Parties or the Macerich Core Entities engage in business or own properties.


 


7.9.          Hazardous Materials. The Borrower Parties shall, and shall cause
each of the Macerich Core Entities to, do the following:  


 


(1)           Keep and maintain all Designated
Environmental Properties in material compliance with any Hazardous Materials
Laws unless the failure to so comply would not be reasonably expected to result
in a material adverse effect to such Designated Environmental Property or the
owner thereof.


 


(2)           Promptly cause the removal of any
Hazardous Materials discharged, disposed of, or otherwise released in, on or
under any Designated Environmental Properties that are in violation of any
Hazardous Materials Laws and which would be reasonably expected to result in a
material adverse effect to such Designated Environmental Property or the owner
thereof, and cause any remediation required by any Hazardous Material Laws or
Governmental Authority to be performed, though no such action shall be required
if any action is subject to a good faith contest.  In the course of carrying out such actions,
the Borrower shall provide the Administrative Agent with such periodic
information and notices regarding the status of investigation, removal, and
remediation, as the Administrative Agent may reasonably require.


 


(3)           Promptly advise the Administrative Agent,
the Issuing Lender and each Lender in writing of any of the following:  (i) any Hazardous Material Claims known to
the Borrower which would be reasonably expected to result in a material adverse
effect to an Environmental Property or the owner thereof; (ii) the receipt
of any notice of any alleged violation of Hazardous Materials Laws with respect
to an Environmental Property (and the Borrower shall promptly provide the
Administrative Agent, the Issuing Lender and Lenders with a copy of such notice
of violation), provided that such alleged violation, if true (and if any
release of the Hazardous Materials alleged therein were not promptly
remediated), would result in a breach of subsections (1) or (2) above; and
(iii) the discovery of any occurrence or condition on any Designated
Environmental Properties that could cause such Designated Environmental
Properties or any part thereof to be in violation of clauses (1) or, if not
promptly remediated, (2) above.  If the
Administrative Agent, the Issuing Lender and/or any Lender shall be joined in
any legal proceedings or actions initiated in connection with any Hazardous
Materials Claims, each Borrower Party shall indemnify, defend, and hold
harmless such Person with respect to any liabilities and out-of-pocket expenses
arising with respect thereto, including reasonable attorneys’ fees and
disbursements.


 


(4)           Comply with each of the covenants set
forth in subsections (1), (2) and (3) of this Section 7.9 with respect
to all other Properties of the Borrower and Macerich Core


 


39

















 


Entities
unless the failure to so comply would not reasonably be expected to result in a
Material Adverse Effect.


 


7.10.        Compliance with Laws and Contractual
Obligations; Payment of Taxes.  The Borrower Parties shall, and shall cause each of the Macerich Core
Entities to:  (1) comply, in all material
respects, with all material Requirements of Law of any Governmental Authority
having jurisdiction over it or its business, and (2) comply, in all material
respects, with all material Contractual Obligations.


 


7.11.        Further Assurances.  The
Borrower Parties shall, and shall cause each of their respective Subsidiaries
to, promptly upon request by the
Administrative Agent, the Issuing Lender or any Lender, do any acts or,
execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register, any and all such further deeds, conveyances, security agreements,
mortgages, assignments, estoppel certificates, financing statements and
continuations thereof, termination statements, notices of assignment,
transfers, certificates, assurances and other instruments the Administrative
Agent, the Issuing Lender or such Lender, as the case may be, may reasonably require
from time to time in order (i) to carry out more effectively the purposes
of this Agreement or any other Loan Document, and (ii) to assure, convey,
grant, assign, transfer, preserve, protect and confirm to the Administrative
Agent, the Issuing Lender and Lenders the rights granted or now or hereafter
intended to be granted to the Issuing Lender or Lenders under any Loan Document
or under any other document executed in connection therewith.


 


7.12.        Single Purpose Entities.  The
Westcor Guarantors shall maintain themselves as Single Purpose Entities.  The
Wilmorite Guarantors shall maintain themselves as Single Purpose Entities.


 


7.13.        REIT Status.  MAC
shall maintain its status as a REIT and (i) all of the representations and
warranties set forth in clauses (1), (2)
and (4) of Section 6.18 shall remain true and correct at all times and (ii) all
of the representations and warranties set forth in clause (3) of Section 6.18
shall remain true and correct in all material respects.  MAC will do or cause to be done all things
necessary to maintain the listing of its Capital Stock on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market System (or
any successor thereof), and the Macerich Partnership will do or cause to be done
all things necessary to cause it to be treated as a partnership for purposes of
federal income taxation and the tax laws of any state or locality in which the
Macerich Partnership is subject to taxation based on its income.


 


7.14.        Use of Proceeds.  The proceeds
of the Loans will be used (i) to re-finance sums outstanding under the Existing Credit Agreement, (ii) to be
available for general corporate purposes and (iii) to finance working capital
needs.


 


7.15.        Management of Projects. 
Except as set forth on Schedule 7.15, all Wholly-Owned Projects shall be
managed by Subsidiaries of
MAC pursuant to Master Management Agreements or, with respect to Wholly-Owned
Projects of Westcor or Wilmorite, pursuant to agreements in place on the date
hereof; provided that the Rochester Properties may be managed by the Rochester
Manager pursuant to the Rochester Management Agreement.


 


40

















 


ARTICLE 8.           Negative Covenants. 
As an inducement to the Administrative Agent, the Issuing Lender and
each Lender to enter into this
Agreement, each of the Borrower and MAC, jointly and severally, hereby
covenants and agrees with the Administrative Agent, the Issuing Lender and each
Lender that, as long as any Obligations remain unpaid:


 


8.1.          Liens.


 


(1)           The Borrower Parties shall not, and shall not
permit any of the Macerich Core Entities to, create, incur, assume or suffer to
exist, any Lien upon any of its Property except:


 


(A)          Liens that secure Secured Indebtedness
otherwise permitted under this Agreement;


 


(B)           Permitted Encumbrances;


 


(C)           Other Liens which are the subject of a Good
Faith Contest;


 


(D)          Liens created pursuant to the Pledge
Agreements; and


 


(E)           Liens listed on Schedule 8.1.


 


(2)           No Liens on the Capital Stock held by MAC or any
other Pledgor in any of the Borrower Parties shall be created or suffered to
exist (other than Liens pursuant to the Pledge Agreements).  If any of the Borrower Parties or any of the
Macerich Core Entities creates or suffers to exist any Lien upon the Capital
Stock of any other Subsidiary Entity (other than Liens pursuant to the Pledge
Agreements), as a condition to creating or permitting such Lien, the Borrower
shall:  (i) cause the Obligations to
be secured by a Lien that is equal and ratable with any and all other
Indebtedness thereby secured, (ii) enter into valid and binding security
agreements and execute and deliver such other documents (including UCC-1
financing statements) and instruments as the Administrative Agent deems
appropriate in its sole good faith judgment to effect the rights set forth in
subpart (i) above, and (iii) cause the holder of such Indebtedness secured
by such Lien to enter into intercreditor arrangements with the Administrative
Agent, for the benefit of the Lenders, in a form satisfactory to the
Administrative Agent in its sole good faith judgment, to effect the rights set
forth in subpart (i) above; provided that, notwithstanding the foregoing, this
covenant shall not be construed as a consent by the Administrative Agent or any
Lender to any creation or assumption of any such Lien not permitted by the
provisions of Section 8.1(1) above.


 


8.2.          Indebtedness.  The
Borrower Parties may only incur, and permit the Macerich Core Entities to incur
Indebtedness to the extent such Borrower
Parties maintain compliance with the financial covenants set forth in Sections
8.12 below.  Without limiting the
foregoing, the Borrower Parties shall not incur Secured Recourse Indebtedness
in excess of 10% of Gross Asset Value at any time; provided, however that the
Property at Queens Development Project shall be excluded from such
calculation.  The terms and conditions of
any unsecured Indebtedness that is recourse to any Borrower Party may not be
more restrictive in any material respect than the terms and conditions under
this Agreement and the other Loan Documents.


 


41

















 


8.3.          Fundamental Change.


 


(1)           None of MAC, the Borrower, the Westcor
Principal Entities or prior to the Wilmorite Release Date, the Wilmorite
Principal Entity shall do any or all of the following: merge or consolidate
with any Person, or sell, assign, lease or otherwise effect a Disposition,
whether in one transaction or in a series of transactions, of all or
substantially all of its Properties and assets, whether now owned or hereafter
acquired, or enter into any agreement to do any of the foregoing, unless, in
the case of (i) a Westcor Principal Entity or the Wilmorite Principal Entity, a
Macerich Core Entity is the surviving entity or the acquirer in any such
merger, consolidation or sale of assets, and (ii) MAC or the Borrower is the
surviving Person in any such merger or consolidation; provided that the Rochester Distribution
shall not be prohibited by this Section 8.3(1).


 


(2)           None of the Borrower Parties shall, nor
shall they permit any Macerich Core Entities to, engage to any material extent
in any business other than such Person’s business as conducted on the date
hereof and businesses which are substantially similar, related or incidental
thereto or other additional businesses that would not have a Material Adverse
Effect.


 


8.4.          Dispositions.  The
Borrower Parties shall not permit any of the following to occur:


 


(1)           Any Disposition by MAC of any of the
Capital Stock of Macerich Partnership or any of the Westcor Guarantors or the
Wilmorite Guarantors; provided that the forgoing shall not prohibit Macerich
Partnership from issuing (i) partnership units as consideration for the
acquisition of a Project otherwise permitted under this Agreement or (ii)
profit participation units in connection with an employee ownership or similar
plan;


 


(2)           Any Disposition by Macerich Partnership
of any of the Capital Stock of any Westcor Guarantor or a Wilmorite Guarantor;


 


(3)           Any Disposition by any Westcor Guarantor
of any of the Capital Stock of any Westcor Principal Entity;


 


                (4)           Prior to the Wilmorite Release Date, any
Disposition by any Wilmorite Guarantor of any of the Capital Stock of the
Wilmorite Principal Entity; provided that (i) MACWH may consummate the
Rochester Distribution in accordance with the provisions of the MACWH
Partnership Agreement, and (ii) so long as no Potential Default or Event of
Default shall have occurred and be continuing, MACWH may make cash distributions
in accordance with Article 8 of the MACWH Partnership Agreement, provided that
the Borrower Parties would be in compliance with the covenants in Section 8.12,
calculated as of the last day of the most recent fiscal quarter for which
financial statements have been delivered pursuant to Section 7.1(1) or 7.1(2)
and on a pro forma basis as if such cash distribution had occurred, and any
Indebtedness incurred in connection therewith had been incurred, on the last
day of such fiscal quarter (any distribution under this clause (ii), a “Permitted
MACWH Cash Distribution”); and


 


(5)           Any Disposition by any Borrower Party or
its Subsidiary Entities of any of its respective Properties if such Disposition
would cause the Borrower Parties to be in


 


42

















 


violation
of any of (a) the covenants set forth in Section 8.12 or (b) the
limitations on Investments set forth in Section 8.5; provided
that the Rochester Distribution shall not violate this Section 8.4(5).


 


8.5.          Investments.  The
Borrower Parties shall not, and shall not permit any of the Macerich Core
Entities to, directly or indirectly make
any Investment, except that such Persons may make the Wilmorite Acquisition and
also may make an Investment in the following, subject to the limitations set
forth below:  


 


	
  Permitted
  Investment

  	
   

  	
  Limitations

  
	
  Wholly-Owned
  Raw Land

  



  	
   

  	
  No
  Wholly-Owned Raw Land shall be acquired if the Aggregate Investment Value of
  such Wholly-Owned Raw Land, together with all Wholly-Owned Raw Land then
  owned by the Borrower Parties and their Subsidiary Entities, exceeds 5% of
  the Gross Asset Value



  
	
  Individual
  Projects

  



  	
   

  	
  No
  individual Project or Capital Stock in a Person owning an individual Project
  shall be acquired without the consent of the Administrative Agent and the
  Required Lenders if the Aggregate Investment Value of such Project exceeds
  10% of the Gross Asset Value



  
	
  Portfolio
  of Projects

  



  	
   

  	
  Multiple
  Projects or Capital Stock in Persons owning multiple Projects shall not be
  acquired in a single transaction or series of related transactions without
  the consent of the Administrative Agent and the Required Lenders if the
  Aggregate Investment Value of such Projects exceeds 25% of the Gross Asset
  Value



  
	
  Capital
  Stock of Joint Ventures in which the Macerich Partnership, MAC or any
  Wholly-Owned Subsidiary is not a general partner or a managing member

  



  	
   

  	
  No
  such Capital Stock shall be acquired without the consent of the
  Administrative Agent and the Required Lenders if the Aggregate Investment
  Value of such Capital Stock and all other such Capital Stock then owned by
  the Borrower



  



 


43

















 


	
  Permitted Investment

  	
   

  	
  Limitations

  
	
   

  	
   

  	
  Parties
  and their Subsidiary Entities exceeds 5% of the Gross Asset Value



  
	
  Capital
  Stock of Joint Ventures in which the Macerich Partnership, MAC or any
  Wholly-Owned Subsidiary is a general partner or a managing member



  	
   

  	
  No
  such Capital Stock shall be acquired without the consent of the
  Administrative Agent and the Required Lenders if the Aggregate Investment
  Value of such Capital Stock and all other such Capital Stock then owned by
  the Borrower Parties and their Subsidiary Entities exceeds 50% of Gross Asset
  Value



  
	
  Real
  Property Under Construction

  	
   

  	
  The
  Aggregate Investment Value of all Real Property Under Construction shall not
  exceed 15% of the Gross Asset Value



  
	
  MAC’s
  redemption of partnership units in Macerich Partnership in accordance with
  its Organizational Documents



  	
   

  	
  Unlimited

  



  
	
  First
  lien priority Mortgage Loans acquired by Macerich Partnership, MAC or any
  Wholly-Owned Subsidiary



  	
   

  	
  The
  Aggregate Investment Value of all such Mortgage Loans shall not exceed 10% of
  the Gross Asset Value



  
	
  Capital
  Stock of Management Companies

  



  	
   

  	
  The
  Aggregate Investment Value of such Capital Stock shall not exceed 5% of Gross
  Asset Value



  
	
  Cash
  and Cash Equivalents



  	
   

  	
  Unlimited

  
	
  Other
  Investments (exclusive of the other permitted Investment categories set forth
  in this Section 8.5)

  	
   

  	
  The
  Aggregate Investment Value of such other Investments shall not exceed 1% of
  Gross Asset Value

  



 


8.6.          Transactions with Partners and Affiliates.  The
Borrower Parties shall not, and shall not permit any of the Macerich Core Entities to
directly or indirectly enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with a holder or holders of more than
five percent (5%) of any class of equity Securities of MAC, or with any
Affiliate of MAC which is not its Subsidiary (a “Transactional Affiliate”),
except as set forth on Schedule 8.6 or except,


 


44

















 


as reasonably determined by the
Administrative Agent, upon fair and reasonable terms no less favorable to the
Borrower Parties than would be obtained in a comparable arm’s-length
transaction with a Person not a Transactional Affiliate; provided that any
management agreement substantially in the form of the Master Management
Agreements shall be deemed to satisfy the criteria set forth in this Section
8.6.


 


8.7.          Margin Regulations; Securities Laws. 
Neither the Borrower nor any Macerich Core Entities shall use all or any portion of the proceeds
of any credit extended under this Agreement to purchase or carry Margin Stock.


 


8.8.          Organizational Documents. 
Without the prior written consent of Administrative Agent, which shall
not be unreasonably withheld,
MAC and the Borrower shall not, and shall not permit the Westcor Principal
Entities or, prior to the Wilmorite Release Date, the Wilmorite Principal
Entity to, Modify any of the terms or provisions in any of their respective
Organizational Documents as in effect as of the Closing Date which would change
in any material manner the rights and obligations of the parties to such Organizational
Documents, except (a) any Modifications necessary for Macerich Partnership or
MAC to issue more Capital Stock (provided such issuance does not otherwise
violate the terms of this Agreement); (b) any Modifications which would not
have an adverse effect on the Borrower Parties or their Subsidiaries or (c)
Modifications which would have no adverse, substantive effect on the rights or
interests of the Lenders in conjunction with the Loans or under the Loan
Documents.


 


8.9.          Fiscal Year.  None
of the Borrower Parties shall change its Fiscal Year for accounting or tax
purposes from a period consisting of the
12-month period ending on December 31 of each calendar year.


 


8.10.        Senior Management.  The
Macerich Partnership and MAC shall cause Art Coppola and either Ed Coppola or Thomas E. O’Hern to remain part of
their senior management until the indefeasible payment in full of the
Obligations.  In the event of death,
incapacitation, retirement, or dismissal of any of these individuals, Macerich
Partnership and MAC shall have 180 calendar days thereafter in which to retain
a senior management replacement reasonably acceptable to the Required Lenders.


 


8.11.        Distributions.


 


(1)           MAC and Macerich Partnership shall not
make (i) Distributions in any Fiscal Year in excess of the sum of (x) 95% of
FFO plus (y) any realized gain resulting from Dispositions in such Fiscal Year;
(ii) Distributions to acquire the Capital Stock of MAC to the extent such
Distributions, individually or in the aggregate, exceed $75,000,000; (iii)
Distributions during any period while an Event of Default under Section 9.1 has
occurred and is continuing as a result of the Borrower’s failure to pay any
principal or interest due under this Agreement; or (iv) Distributions
during any period that any other material non-monetary Event of Default, has
occurred and is continuing, unless after taking into account all available
funds of MAC from all other sources, such Distributions are required in order
to enable MAC to continue to qualify as a REIT


 


45

















 


(2)           Prior to the Wilmorite Release Date,
MACWH shall not make Distributions in any Fiscal Year other than distributions
of Available Cash (as defined in the MACWH Partnership Agreement) under and in
accordance with the provisions of the MACWH Partnership Agreement except for
(i) the Rochester Distribution and (ii) any Permitted MACWH Cash Distribution.


 


8.12.        Financial Covenants of Borrower Parties.


 


(1)           Minimum
Net Worth. As
of the last day of any Fiscal Quarter, Net Worth shall not be less than
$4,000,000,000.


 


(2)           Maximum
Total Liabilities to Gross Asset Value. The ratio of Total Liabilities to Gross Asset Value
(expressed as a percentage) shall not at any time be more than 65%.


 


(3)           Minimum
Interest Coverage Ratio. As of the last day of any Fiscal Quarter, the
Interest Coverage Ratio shall not be less than


 


	
  At any time on or prior to October 31, 2006

  	
   

  	
  1.70 to 1

  
	
   

  	
   

  	
   

  
	
  At any time after October 31, 2006

  	
   

  	
  1.80 to 1.

  



 


(4)           Minimum
Fixed Charge Coverage Ratio. As of the last day of any Fiscal Quarter, the Fixed
Charge Coverage Ratio shall not be less than 1.50 to 1.


 


(5)           Secured
Debt to Gross Asset Value.  At any time
through July 31, 2006, the Secured Indebtedness Ratio (expressed as a
percentage) shall not exceed 55%.  At any
time thereafter, the Secured Indebtedness Ratio (expressed as a percentage)
shall not exceed 52.5%.


 


(6)           [RESERVED]


 


(7)           Maximum
Floating Rate Debt. 
The
Borrower Parties shall maintain Hedging Obligations on a notional amount of
Total Liabilities in respect of Borrowed Indebtedness so that such notional
amount, when added to the aggregate principal amount of such Total Liabilities
which bears interest at a fixed rate, equals or exceeds 65% of the aggregate
principal amount of all Total Liabilities in respect of Borrowed Indebtedness.


 


ARTICLE 9.           Events of Default. 
Upon the occurrence of any of the following events (an “Event of
Default”):


 


9.1.          The Borrower shall fail to make any
payment of principal or interest on the Loans or pay any reimbursement
obligation in respect of any LC Disbursement on the date when due or shall fail
to pay any other Obligation within three days of the date when due; or


 


9.2.          Any representation or warranty made by
the Borrower Parties in any Loan Document or in connection with any Loan
Document shall be inaccurate or incomplete in any material respect on or as of
the date made or deemed made; or


 


46

















 


9.3.          Any of the Borrower Parties shall default
in the observance or performance of any covenant or agreement contained in Section
1.4(11), Article 8 or Sections  7.3(1), 7.5(1), 7.13,
and 7.14; or


 


9.4.          Any of the Borrower Parties shall fail to
observe or perform any other term or provision contained in the Loan Documents
and such failure shall continue for thirty (30) days following the date a
Responsible Officer of such Borrower Party knew of such failure or Borrower
Party received notice thereof from Administrative Agent; or


 


9.5.          Any of the Borrower Parties, or any
Macerich Core Entities, shall default in any payment of principal of or
interest on any recourse Indebtedness (other than the Obligations) in an
aggregate unpaid amount for all such Persons in excess of $15,000,000, and,
prior to the election of the Lenders to accelerate the Obligations hereunder,
such recourse Indebtedness is not paid or the payment thereof waived or cured
in accordance with the terms of the documents, instruments and agreements
evidencing the same; or


 


9.6.          Any of the Borrower Parties, or any of
the Macerich Core Entities, shall default in any payment of principal of or
interest on any non-recourse Indebtedness in an aggregate amount for all such
Persons in excess of $100,000,000, and, prior to the election of the Lenders to
accelerate the Obligations hereunder, such non-recourse Indebtedness is not
paid or the payment thereof waived or cured in accordance with the terms of the
documents, instruments and agreements evidencing the same; or


 


9.7.          (1) Any of the Borrower Parties or
any Consolidated Entities (other than a De Minimis Subsidiary), shall commence
any case, proceeding or other action (i) under any existing or future law
of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (ii) seeking appointment of a receiver, trustee, custodian or
other similar official for it or for all or any substantial part of its assets,
or making a general assignment for the benefit of its creditors; or
(2) there shall be commenced against any of the Borrower Parties or any
Consolidated Entities (other than a De Minimis Subsidiary) any case, proceeding
or other action of a nature referred to in clause (1) above which
(i) results in the entry of an order for relief or any such adjudication
or appointment, or (ii) remains undismissed, undischarged or unbonded for
a period of ninety (90) days; or (3) there shall be commenced against
any of the Borrower Parties or any Consolidated Entities (other than a De
Minimis Subsidiary)  any case, proceeding
or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or substantially all of its assets
which results in the entry of an order for any such relief which shall not have
been vacated, discharged, stayed, satisfied or bonded pending appeal within
ninety (90) days from the entry thereof; or (4) any of the Borrower
Parties or any Consolidated Entities (other than a De Minimis Subsidiary) shall
take any action in furtherance of, or indicating its consent to, approval of,
or acquiescence in (other than in connection with a final settlement), any of
the acts set forth in clause (1), (2) or (3) above; or (5) any of the
Borrower Parties or any Consolidated Entities (other than a De Minimis
Subsidiary) shall generally not, or shall be unable to, or shall admit in
writing its inability to pay its debts as they become due; or


 


47

















 


9.8.          (1) An ERISA Event shall occur with
respect to a Pension Plan or Multiemployer Plan which has resulted or could
reasonably be expected to result in liability of any of the Borrower Parties
under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
PBGC in an aggregate amount in excess of $20,000,000, (2) the commencement
or increase of contributions to, or the adoption of or the amendment of a
Pension Plan by any of the Borrower Parties or an ERISA Affiliate which has
resulted or could reasonably be expected to result in an increase in Unfunded
Pension Liability among all Pension Plans in an aggregate amount in excess of
$50,000,000 or (3) any of the Borrower Parties or an ERISA Affiliate shall
fail to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan, which has resulted or could reasonably be
expected to result in a Material Adverse Effect; or


 


9.9.          One or more judgments or decrees in an
aggregate amount in excess of $10,000,000 (excluding judgments and decrees
covered by insurance, without giving effect to self-insurance or deductibles)
shall be entered and be outstanding at any date against any of the Borrower
Parties or any Consolidated Entities (other than a De Minimis Subsidiary) and
all such judgments or decrees shall not have been vacated, discharged, stayed,
satisfied or bonded pending appeal (or otherwise secured in a manner
satisfactory to Administrative Agent in its reasonable judgment) within sixty
(60) days from the entry thereof or in any event later than five days
prior to the date of any proposed sale thereunder; or


 


9.10.        Any Guarantor shall attempt to rescind or
revoke its Guaranty, with respect to future transactions or otherwise, or shall
fail to observe or perform any term or provision of the Guaranties; or


 


9.11.        MAC shall fail to maintain its status as
a REIT; or


 


9.12.        The Capital Stock of MAC is no longer
listed on the NYSE or Nasdaq National Market System; or


 


9.13.        There shall occur an Event of Default
under the Existing Term Facility or the Existing Term and Interim Loan
Facility; or


 


9.14.        Any Event of Default shall occur under
any of the other Loan Documents; or


 


9.15.        There shall occur a Change of Control;


 


THEN,


 


automatically
upon the occurrence of an Event of Default under Section 9.7 above,
and in all other cases at the option of the Administrative Agent or at the
request or with the consent of the Required Lenders:  (i) the Commitments shall terminate; (ii) the
Administrative Agent may exercise, on behalf of the Lenders, all rights and
remedies under the Guaranties and any other collateral documents entered into
with respect to the Loans; (iii) the outstanding principal balance of the Loans
and interest accrued but unpaid thereon and all other Obligations shall become
immediately due and payable, without demand upon or presentment to any of the


 


48

















 


Borrower Parties, which are expressly waived
by the Borrower Parties, and (iv) the Administrative Agent and the Lenders may
immediately exercise all rights, powers and remedies available to them at law,
in equity or otherwise, including, without limitation, under the other Loan
Documents, all of which rights, powers and remedies are cumulative and not
exclusive.


 


ARTICLE 10.         The Agents.


 


10.1.        Appointment.  Each
of the Lenders and the Issuing Lender hereby irrevocably designates and
appoints the Administrative Agent and
the Collateral Agent as the agents of such Lender under the Loan Documents and
each such Lender hereby irrevocably authorizes the Administrative Agent and the
Collateral Agent, as the agents for such Lender, to take such action on its
behalf under the provisions of the Loan Documents and to exercise such powers
and perform such duties as are expressly delegated to each such Agent by the
terms of the Loan Documents, together with such other powers as are reasonably
incidental thereto.  Notwithstanding any
provision to the contrary elsewhere in the Loan Documents, neither the
Administrative Agent nor the Collateral Agent shall have any duties or
responsibilities, except those expressly set forth herein or therein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the
Loan Documents or otherwise exist against any of the Agents.  Each Lender acknowledges and agrees that it
shall be bound by all terms and conditions of the Pledge Agreements and the
Guaranties.  No modifications of any
provision of the Loan Documents relating to the Collateral Agent shall be
effective without the written consent of the Collateral Agent.


 


10.2.        Delegation of Duties.  The
Administrative Agent and the Collateral Agent may execute any of their respective duties under the Loan
Documents by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties.  Neither the Administrative Agent nor the Collateral
Agent shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.


 


10.3.        Exculpatory Provisions.  None
of the Administrative Agent, the other Agents, nor any of their respective officers, directors, employees,
agents, attorneys-in-fact or affiliates shall be (1) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in
connection with the Loan Documents (except for its or such Person’s own gross
negligence or willful misconduct), or (2) responsible in any manner to any
of the Lenders or the Issuing Lender for any recitals, statements,
representations or warranties made by the Borrower Parties or any officer
thereof contained in the Loan Documents or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent or the Collateral Agent under or in connection with the
Loan Documents or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of the Loan Documents or for any failure of the Borrower Parties
to perform their obligations hereunder. 
The Administrative Agent and all other Agents shall not be under any
obligation to any Lender or the Issuing Lender to ascertain or to inquire as to
the observance or performance of any of the agreements contained in, or
conditions of, the Loan Documents or to inspect the properties, books or
records of the Borrower Parties.


 


49

















 


10.4.        Reliance by the Agents.  Each
of the Agents shall be entitled to rely, and shall be fully protected in
relying, upon any note,
writing, resolution, notice, consent, certification, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation reasonably believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including, without limitation,
counsel to the Borrower), independent accountants and other experts selected by
such Agent.  As to the Lenders and the
Issuing Lender:  (1) the Administrative
Agent shall be fully justified in failing or refusing to take any action under
the Loan Documents unless it shall first receive such advice or concurrence of
one hundred percent (100%) of the Lenders and the Issuing Lender (or, if a
provision of this Agreement expressly provides that a lesser number of the
Lenders may direct the action of the Administrative Agent, such lesser number
of Lenders) or it shall first be indemnified to its satisfaction by the Lenders
and the Issuing Lender ratably in accordance with their respective Applicable
Percentage against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any action (except for liabilities
and expenses resulting from the Administrative Agent’s gross negligence or
willful misconduct); (2) the Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, under the Loan Documents in accordance
with a request of one hundred percent (100%) of the Lenders (or, if a provision
of this Agreement expressly provides that the Administrative Agent shall be
required to act or refrain from acting at the request of a lesser number of the
Lenders, such lesser number of Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders;
(3) the Collateral Agent shall be fully justified in failing or refusing
to take any action under the Loan Documents unless it shall first receive such
advice or concurrence of the Required Benefited Creditors (or, if a provision
of any Loan Document expressly provides that a greater percentage of Benefited
Creditors are required to direct the action of the Collateral Agent, such
greater number of Benefited Creditors) or it shall first be indemnified to its
satisfaction by the Benefited Creditors against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any action (except for liabilities and expenses resulting from the Collateral
Agent’s gross negligence or willful misconduct), and (4) the Collateral
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under the Loan Documents in accordance with a request of the Required
Benefited Creditors (or, if a provision of any Loan Document expressly provides
that a greater percentage of Benefited Creditors are required to direct the
action of the Collateral Agent, such greater number of Benefited Creditors),
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Benefited Creditors.   



 


10.5.        Notice of Default.  Neither
the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge or notice of the occurrence
of any Potential Default or Event of Default hereunder unless the
Administrative Agent or the Collateral Agent, as the case may be, has received
notice from a Lender or the Borrower referring to the Loan Documents,
describing such Potential Default or Event of Default and stating that such
notice is a “notice of default.”  In the
event that the Administrative Agent receives such a notice and a Potential
Default has occurred, the Administrative Agent shall promptly give notice
thereof to the Collateral Agent and the Lenders.  The Administrative Agent shall take such
action with respect to such Potential Default or Event of Default as shall be
reasonably directed by the Required Lenders; provided that, unless and until
the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or


 


50

















 


refrain from taking such action, with respect
to such Potential Default or Event of Default as it shall deem advisable in the
best interest of the Lenders (except to the extent that this Agreement, the
Pledge Agreements or the Guaranties expressly require that such action be taken
or not taken by the Administrative Agent with the consent or upon the
authorization of the Required Lenders or such other group of Lenders or
Benefited Creditors, in which case such action will be taken or not taken as
directed by the Required Lenders or such other group of Lenders or Benefited
Creditors).  The Collateral Agent shall
take such action with respect to such Potential Default or Event of Default as
shall be reasonably directed by the Required Benefited Creditors; provided
that, unless and until the Collateral Agent shall have received such
directions, the Collateral Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Potential
Default or Event of Default as it shall deem advisable in the best interest of
the Benefited Creditors (except to the extent that this Agreement, the Pledge
Agreements or the Guaranties expressly require that such action be taken or not
taken by the Collateral Agent with the consent or upon the authorization of the
Required Benefited Creditors, in which case such action will be taken or not
taken as directed by the Required Benefited Creditors).


 


10.6.        Non-Reliance on Agents and Other Lenders.  Each
of the Lenders and the Issuing Lender expressly acknowledges that none of the
Administrative Agent, the other Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by the Administrative Agent
or the other Agents hereinafter taken, including any review of the affairs of
the Borrower Parties, shall be deemed to constitute any representation or
warranty by the Administrative Agent or the other Agents to any Lender or the
Issuing Lender.  Each of the Lenders and
the Issuing Lender represents to the Administrative Agent and the other Agents
that it has, independently and without reliance upon the Administrative Agent,
the other Agents or any other Lender or the Issuing Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Borrower Parties and made its own
decision to make its loans hereunder and enter into this Agreement.  Each Lender and the Issuing Lender also
represents that it will, independently and without reliance upon the
Administrative Agent, the other Agents or any other Lender or the Issuing
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement, and to make
such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Borrower Parties.  Except for notices,
reports and other documents expressly required to be furnished to the Lenders
and the Issuing Lender by the Administrative Agent hereunder, the
Administrative Agent, the other Agents shall not have any duty or
responsibility to provide any Lender or the Issuing Lender with any credit or
other information concerning the business, operations, property, financial and
other condition or creditworthiness of the Borrower or other Borrower Parties
which may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates.


 


10.7.        Indemnification.  The
Lenders and the Issuing Lender agree to indemnify the Administrative Agent and
the other Agents in their
respective capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so),


 


51

















 


ratably according to its Applicable
Percentage, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including without limitation at
any time following the payment of the Obligations) be imposed on, incurred by
or asserted against the Administrative Agent or the other Agents in any way
relating to or arising out of the Loan Documents or any documents contemplated
by or referred to herein or the transactions contemplated hereby or any action
taken or omitted by the Administrative Agent or the other Agents under or in
connection with any of the foregoing; provided that no Lender, nor the Issuing
Lender, shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent’s or any
other Agent’s gross negligence or willful misconduct, respectively.  The provisions of this Section 10.7 shall
survive the indefeasible payment of the Obligations, the Commitment Termination
Date and the termination of this Agreement.


 


10.8.        Agents in Their Individual Capacity.  The
Administrative Agent, the other Agents and their affiliates may make loans to, accept
deposits from and generally engage in any kind of business with any of the
Borrower Parties or any of their respective Subsidiary Entities and Affiliates
as though the Administrative Agent and the other Agents were not, respectively,
the Administrative Agent, the Collateral Agent, a Syndication Agent or an Agent
hereunder.  With respect to such loans
made or renewed by them and any Note issued to them, the Administrative Agent
and the other Agents shall have the same rights and powers under the Loan
Documents as any Lender and may exercise the same as though it were not the
Administrative Agent, the Collateral Agent, a Syndication Agent or an Agent,
respectively, and the terms “Lender” and “Lenders” shall include the
Administrative Agent, the Collateral Agent, each Syndication Agent and each
other Agent in its individual capacity.


 


10.9.        Successor Administrative Agent.  The
Administrative Agent may resign as Administrative Agent under the Loan Documents upon thirty
(30) days’ notice to the Lenders. 
If the Administrative Agent shall resign, then the Lenders and the
Issuing Lender (other than the Lender resigning as Administrative Agent) shall
(with, so long as there shall not exist and be continuing an Event of Default,
the consent of the Borrower, such consent not to be unreasonably withheld or
delayed) appoint from among the Lenders a successor agent or, if the Lenders
and the Issuing Lender are unable to agree on the appointment of a successor
agent, the Administrative Agent shall appoint a successor agent for the Lenders
and the Issuing Lender whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean such successor agent effective upon its
appointment, and the former Administrative Agent’s rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any of the Loan Documents or successors thereto.  After any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the provisions of the Loan
Documents shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under the Loan Documents.


 


10.10.      Successor Collateral Agent.  The
Collateral Agent may resign as Collateral Agent under the Loan Documents upon thirty
(30) days’ notice to the Lenders. 
If the Collateral Agent shall resign, then the Required Benefited
Creditors (as determined by excluding


 


52

















 


the Benefited Creditor resigning as the
Collateral Agent) shall (with, so long as there shall not exist and be
continuing an Event of Default, the consent of the Borrower, such consent not
to be unreasonably withheld or delayed) appoint a successor agent or, if such
Required Benefited Creditors are unable to agree on the appointment of a
successor agent, the Collateral Agent shall appoint a successor agent for the
Benefited Creditors whereupon such successor agent shall succeed to the rights,
powers and duties of the Collateral Agent, and the term “Collateral Agent”
shall mean such successor agent effective upon its appointment, and the former
Collateral Agent’s rights, powers and duties as Collateral Agent shall be
terminated, without any other or further act or deed on the part of such former
Collateral Agent or any of the parties to this Agreement or any of the Loan
Documents or successors thereto.  After
any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the
provisions of the Loan Documents shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Collateral Agent under the Loan
Documents.


 


10.11       Limitations on Agents’ Liability.  None
of the Co-Syndication Agents, the Co-Documentation Agent, the Senior Managing Agents, or the Co-Lead
Arrangers, in such capacities, shall have any right, power, obligation,
liability, responsibility or duty under this Agreement.


 


ARTICLE 11.         Miscellaneous Provisions.


 


11.1.        No Assignment by the Borrower.  None
of the Borrower Parties may assign its rights or obligations under this Agreement or the other
Loan Documents without the prior written consent of the Administrative Agent
and one hundred percent (100%) of the Lenders and the Issuing Lender.  Subject to the foregoing, all provisions
contained in this Agreement and the other Loan Documents and in any document or
agreement referred to herein or therein or relating hereto or thereto shall
inure to the benefit of the Administrative Agent, the Issuing Lender and each
Lender, their respective successors and assigns, and shall be binding upon each
of the Borrower Parties and such Person’s successors and assigns.


 


11.2.        Modification. 
Neither this Agreement nor any other Loan Document may be Modified or
waived unless such Modification or
waiver is in writing and signed by the Administrative Agent, the Guarantor, the
Borrower and, except with respect to the Modifications and waivers described in
the next sentence requiring unanimous approval of the Lenders, the Required
Lenders.  Notwithstanding the foregoing,
no such Modification or waiver shall, without the prior written consent of one
hundred percent (100%) of the Lenders and the Issuing Lender:  (1) reduce the principal of, or rate of
interest on, any Loan or any LC Disbursement or fees payable hereunder,
(2) except as expressly contemplated by this Section 11.2 and Section 11.8
below, modify the Commitment of any Lender or the Issuing Lender,
(3) Modify the definition of “Required Lenders”, (4) extend or waive
any scheduled payment date for any principal, interest or fees,
(5) release MAC from its obligations under the REIT Guaranty, or release
the Macerich Partnership from its obligation to repay the Loans and LC
Disbursements hereunder, (6) Modify this Section 11.2, or (7) Modify any
provision of the Loan Documents which by its terms requires the consent or
approval of one hundred percent (100%) of the Lenders and the Issuing
Lender.  Further, it is expressly agreed
and understood that the failure by the Required Lenders to elect to accelerate
amounts outstanding hereunder and/or to terminate the Commitments of the
Lenders and the Issuing Lender hereunder shall not constitute a


 


53

















 


Modification or waiver of any term or
provision of this Agreement.  No Modification
of any provision of the Loan Documents relating to the Administrative Agent
shall be effective without the written consent of the Administrative Agent.


 


11.3.        Cumulative Rights; No Waiver.  The
rights, powers and remedies of the Administrative Agent, the Issuing Lender and the Lenders
hereunder and under the other Loan Documents are cumulative and in addition to
all rights, power and remedies provided under any and all agreements among the
Borrower Parties, the Administrative Agent, the Issuing Lender and the Lenders
relating hereto, at law, in equity or otherwise.  Any delay or failure by Administrative Agent,
the Issuing Lender and the Lenders to exercise any right, power or remedy shall
not constitute a waiver thereof by the Administrative Agent, the Issuing Lender
or the Lenders, and no single or partial exercise by the Administrative Agent,
the Issuing Lender or the Lenders of any right, power or remedy shall preclude
other or further exercise thereof or any exercise of any other rights, powers
or remedies.


 


11.4.        Entire Agreement.  This
Agreement, the other Loan Documents and the schedules, appendices, documents and agreements referred to herein and
therein embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings relating to the
subject matter hereof and thereof.


 


11.5.        Survival.  All representations,
warranties, covenants and agreements contained in this Agreement and the other Loan Documents on the part of the
Borrower Parties shall survive the termination of this Agreement and shall be
effective until the Obligations are paid and performed in full or longer as
expressly provided herein.


 


11.6.        Notices.  All notices given by any party
to the others under this Agreement and the other Loan Documents shall be in writing unless otherwise provided
for herein, and any such notice shall become effective (i) upon personal
delivery thereof, including, but not limited to, delivery by overnight mail and
courier service, (ii) four (4) days after it shall have been mailed by United
States mail, first class, certified or registered, with postage prepaid, or
(iii) in the case of notice by a telecommunications device, when properly
transmitted, in each case addressed to the party at the address set forth on
Schedule 11.6 attached hereto.  Any party
may change the address to which notices are to be sent by notice of such change
to each other party given as provided herein. 
Such notices shall be effective on the date received or, if mailed, on
the third Business Day following the date mailed.


 


11.7.        Governing Law.  This
Agreement and the other Loan Documents shall be governed by and construed in accordance with the laws of the State of
New York without giving effect to its choice of law rules.


 


11.8.        Assignments, Participations, Etc.


 


(1)           With the prior written consent of the
Administrative Agent and, but only if there has not occurred and is continuing
an Event of Default or Potential Default, MAC, in each case such consents not to
be unreasonably withheld or delayed, any Lender may at any time assign and
delegate to one or more Eligible Assignees (provided that no written
consent of MAC or the Administrative Agent shall be required in connection with
any assignment and


 


54

















 


delegation
by a Lender to an Affiliate of such Lender or to another Lender or its
Affiliate) (each an “Assignee”) all or any part of such Lender’s rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) and the other Obligations
held by such Lender hereunder, in a minimum amount of $5 million (or (A) if
such Assignee is another Lender or an Affiliate of a Lender, $1 million, or
such lesser amount as agreed by the Administrative Agent; and (B) if such
Lender’s Commitment is less than $5 million, one hundred percent (100%)
thereof); provided, however, that MAC, the Borrower, the Issuing
Lender and the Administrative Agent may continue to deal solely and directly
with such Lender in connection with the interest so assigned to an Assignee
until (i) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to the Borrower, the Issuing Lender and the
Administrative Agent by such Lender and the Assignee; (ii) such Lender and
its Assignee shall have delivered to the Borrower and the Administrative Agent
an Assignment and Acceptance Agreement and (iii) the Assignee has paid to
the Administrative Agent a processing fee in the amount of $3,500.


 


(A)          From and after the date that the
Administrative Agent notifies the assignor Lender and the Borrower that it has
received an executed Assignment and Acceptance Agreement and payment of the
above-referenced processing fee: 
(i) the Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder and under the other Loan Documents
have been assigned to it pursuant to such Assignment and Acceptance Agreement,
shall have the rights and obligations of a Lender under the Loan Documents,
(ii) the assignor Lender shall, to the extent that rights and obligations
hereunder and under the other Loan Documents have been assigned by it pursuant
to such Assignment and Acceptance Agreement, relinquish its rights and be
released from its obligations under the Loan Documents (but shall be entitled
to indemnification as otherwise provided in this Agreement with respect to any
events occurring prior to the assignment) and (iii) this Agreement shall be
deemed to be amended to the extent, but only to the extent, necessary to
reflect the addition of the Assignee and the resulting adjustment of the
Commitments resulting therefrom.


 


(2)           Within five Business Days after its
receipt of notice by the Administrative Agent that it has received an executed
Assignment and Acceptance Agreement and payment of the processing fee (which
notice shall also be sent by the Administrative Agent to each Lender), the Borrower
shall, if requested by the Assignee, execute and deliver to the Administrative
Agent, a new Note evidencing such Assignee’s Applicable Percentage of the
Commitments.


 


(3)           Any Lender may at any time sell to one or
more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”)
participating interests in all or any portion of its rights and obligations
under this Agreement and the other Loan Documents (including all or a portion
of its Commitments and the Loans owing to it) (the “Originating Lender”);
provided, however, that (i) the originating Lender’s
obligations under this Agreement shall remain unchanged, (ii) the
originating Lender shall remain solely responsible for the performance of such
obligations, and (iii) the Borrower, the Issuing Lender and the
Administrative Agent shall continue to deal solely and directly with the
originating Lender in connection with the originating Lender’s rights and
obligations under this Agreement and the other Loan Documents.  In the case of any such participation, the
Participant shall be entitled to


 


55

















 


the
benefit of Sections 2.5, 2.6 and 2.7 (and subject to
the burdens of Sections 2.8 and 11.8 above) as though it were
also a Lender thereunder, and if amounts outstanding under this Agreement are
due and unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall be
deemed to have the right of set-off in respect of its participating interest in
amounts owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement, and Section 11.10 of this Agreement shall apply to such
Participant as if it were a Lender party hereto.


 


(4)           Notwithstanding any other provision
contained in this Agreement or any other Loan Document to the contrary, any
Lender may assign all or any portion of its rights and obligations under this
Agreement and the other Loan Documents (including all or a portion of its
Commitments and the Loans owing to it) to any Federal Reserve Lender or the
United States Treasury as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular
issued by such Federal Reserve Lender, provided that any payment in
respect of such assigned interests made by the Borrower to or for the account
of the assigning and/or pledging Lender in accordance with the terms of this
Agreement shall satisfy the Borrower’s obligations hereunder in respect to such
assigned interests to the extent of such payment.  No such assignment shall release the
assigning Lender from its obligations hereunder.


 


11.9.        Counterparts.  This
Agreement and the other Loan Documents may be executed in any number of counterparts, all of which together shall
constitute one agreement.


 


11.10.      Sharing of Payments.  If
any Lender or the Issuing Lender shall receive and retain any payment, whether
by setoff, application of
deposit balance or security, or otherwise, in respect of the Obligations in
excess of such Lender’s or the Issuing Lender’s Applicable Percentage, then
such Lender or Issuing Lender shall purchase from the other Lenders for cash
and at face value and without recourse, such participation in the Obligations
held by them as shall be necessary to cause such excess payment to be shared
ratably as aforesaid with each of them; provided, that if such excess payment
or part thereof is thereafter recovered from such purchasing Lender or Issuing
Lender, the related purchases from the other Lenders shall be rescinded ratably
and the purchase price restored as to the portion of such excess payment so
recovered, but without interest.  Each
Lender and the Issuing Lender are hereby authorized by the Borrower Parties to
exercise any and all rights of setoff, counterclaim or bankers’ lien against
the full amount of the Obligations, whether or not held by such Lender or the
Issuing Lender.  Each of the Lenders and
the Issuing Lender hereby agree to exercise any such rights first against the
Obligations and only then to any other Indebtedness of the Borrower to such
Lender or Issuing Lender.


 


11.11.      Confidentiality.  Each
Lender and the Issuing Lender agree to take normal and reasonable precautions
and exercise due care to maintain
the confidentiality of all information provided to it by any of the Borrower
Parties or by the Administrative Agent on the Borrower Parties’ behalf, in
connection with this Agreement or any other Loan Document, and neither it nor
any of its Affiliates shall use any such information for any purpose or in any
manner other than pursuant to the terms contemplated by this Agreement, except
to the extent such information: 
(1) was or becomes generally available to the public other than as
a result of a


 


56

















 


disclosure by any Lender or the Issuing
Lender or any prospective Lender, or (2) was or becomes available from a
source other than the Borrower Parties not known to the Lenders or the Issuing
Lender to be in breach of an obligation of confidentiality to the Borrower
Parties in the disclosure of such information. 
Nothing contained herein shall restrict any Lender or the Issuing Lender
from disclosing such information (i) at the request or pursuant to any
requirement of any Governmental Authority; (ii) pursuant to subpoena or other
court process; (iii) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (iv) to the extent
reasonably required in connection with any litigation or proceeding to which
the Administrative Agent, the Issuing Lender, any Lender or their respective
Affiliates may be party; (v) to the extent reasonably required in
connection with the exercise of any remedy hereunder or under any other Loan
Document; (vi) to such Lender’s or Issuing Lender’s independent auditors
and other professional advisors; and (vii) to any Participant or Assignee and
to any prospective Participant or Assignee, provided that each Participant and
Assignee or prospective Participant or Assignee first agrees to be bound by the
provisions of this Section 11.11.


 


11.12.      Consent to Jurisdiction.  ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW
YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
BY EXECUTION AND DELIVERY OF THIS CREDIT AGREEMENT, EACH OF THE BORROWER, MAC,
THE ADMINISTRATIVE AGENT, THE ISSUING LENDER AND THE LENDERS CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS.  EACH OF THE BORROWER, MAC,
THE ADMINISTRATIVE AGENT, THE ISSUING LENDER AND THE LENDERS IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT RELATED HERETO. 
EACH OF THE BORROWER, MAC, THE ADMINISTRATIVE AGENT, THE ISSUING LENDER
AND THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.


 


11.13.      Waiver of Jury Trial.  EACH
OF THE BORROWER, MAC, THE ADMINISTRATIVE AGENT, THE ISSUING LENDER AND THE LENDERS EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY PARTICIPANT OR ASSIGNEE, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH OF THE BORROWER, MAC, THE ADMINISTRATIVE
AGENT, THE ISSUING LENDER AND THE LENDERS EACH AGREE THAT ANY SUCH CLAIM OR
CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH OF SUCH
PARTIES FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS


 


57

















 


WAIVED BY OPERATION OF THIS SECTION AS TO ANY
ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. 
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.


 


11.14.      Indemnity.  Whether or not the transactions
contemplated hereby are consummated, each of the Borrower Parties shall, jointly and severally,
indemnify and hold the Administrative Agent, the other Agents, the Issuing
Lender and each Lender and each of their respective officers, directors,
employees, counsel, agents and attorneys-in-fact (each, an “Indemnified
Person”) harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges, expenses
and disbursements (including reasonable attorney’s fees and expenses) of any
kind or nature whatsoever which may at any time (including at any time
following the Commitment Termination Date and the termination, resignation or
replacement of the Administrative Agent, the Issuing Lender or replacement of
any Lender) be imposed on, incurred by or asserted against any such Person in
any way relating to or arising out of this Agreement or any document
contemplated by or referred to herein, or the transactions contemplated hereby,
or any action taken or omitted by any such Person under or in connection with
any of the foregoing, including with respect to any investigation, litigation
or proceeding (including any insolvency proceeding or appellate proceeding)
related to or arising out of this Agreement or the Loans or Letters of Credit
(including any refusal by the Issuing Lender to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit) or the
use of the proceeds thereof, whether or not any Indemnified Person is a party
thereto (all the foregoing, collectively, the “Indemnified Liabilities”);
provided, however, that the Borrower Parties shall have no obligation hereunder
to any Indemnified Person with respect to Indemnified Liabilities resulting
solely from the gross negligence or willful misconduct of such Indemnified
Person.  The agreements in this Section
11.14 shall survive payment of all other Obligations.


 


11.15.      Telephonic Instruction.  Any
agreement of the Administrative Agent, the Issuing Lender and the Lenders herein to receive certain
notices by telephone is solely for the convenience and at the request of the
Borrower.  The Administrative Agent, the
Issuing Lender and the Lenders shall be entitled to rely on the authority of
any Person purporting to be a Person authorized by the Borrower to give such
notice and the Administrative Agent, the Issuing Lender and the Lenders shall
not have any liability to the Borrower or other Person on account of any action
taken or not taken by the Administrative Agent, the Issuing Lender or the
Lenders in reliance upon such telephonic notice.  The obligation of the Borrower to repay the
Loans and the LC Disbursements shall not be affected in any way or to any
extent by any failure by the Administrative Agent, the Issuing Lender and the
Lenders to receive written confirmation of any telephonic notice or the receipt
by the Administrative Agent, the Issuing Lender and the Lenders of a
confirmation which is at variance with the terms understood by the
Administrative Agent, the Issuing Lender and the Lenders to be contained in the
telephonic notice.


 


11.16.      Marshalling; Payments Set Aside.  Neither
the Administrative Agent, the Collateral Agent, the Issuing Lender nor the Lenders
shall be under any obligation to marshal


 


58

















 


any assets in favor of any of the Borrower
Parties or any other Person or against or in payment of any or all of the
Obligations.  To the extent that any of
the Borrower Parties makes a payment or payments to the Administrative Agent,
the Issuing Lender or the Lenders, or the Administrative Agent, the Collateral
Agent, the Issuing Lender or the Lenders enforce their Liens or exercise their
rights of set-off, and such payment or payments or the proceeds of such
enforcement or set-off or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent in its
discretion) to be repaid to a trustee, receiver or any other party in
connection with any insolvency proceeding, or otherwise, then (1) to the extent
of such recovery the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or set-off had not occurred, and
(2) each Lender and the Issuing Lender severally agrees to pay to the
Administrative Agent upon demand its ratable share of the total amount so
recovered from or repaid by the Administrative Agent.


 


11.17.      Set-off.  In addition to any rights and
remedies of the Lenders and the Issuing Lender provided by law, if an Event of Default exists, each Lender and the
Issuing Lender is authorized at any time and from time to time, without prior
notice to the Borrower Parties, any such notice being waived by the Borrower
Parties to the fullest extent permitted by law, to set off and apply in favor
of the Benefited Creditors any and all deposits (general or special, time or
demand, provisional or final) at any time held by, and other indebtedness at
any time owing to, such Lender or the Issuing Lender to or for the credit or
the account of the Borrower Parties against any and all Aggregate Obligations
owing to the Benefited Creditors, now or hereafter existing, irrespective of
whether or not the Administrative Agent, the Collateral Agent or such Lender or
Issuing Lender shall have made demand under this Agreement or any Loan Document
and although such Aggregate Obligations may be contingent or unmatured.  Each Lender and Issuing Lender agrees
promptly to (i) notify the Borrower Parties, the Administrative Agent and the
Collateral Agent after any such set-off and application made by such Lender or
Issuing Lender; provided, however, that the failure to give such notice shall
not affect the validity of such set-off and application and (ii) pay such amounts
that are set-off to the Collateral Agent for the ratable benefit of the
Benefited Creditors.


 


11.18.      Severability.  The
illegality or unenforceability of any provision of this Agreement or any other
Loan Document or any instrument or
agreement required hereunder or thereunder shall not in any way affect or
impair the legality or enforceability of the remaining provisions hereof or
thereof.


 


11.19.      No Third Parties Benefited.  This
Agreement and the other Loan Documents are made and entered into for the sole protection and legal
benefit of the Borrower Parties, the Lenders, the Issuing Lender, the Agents,
and the other Benefited Parties, and their permitted successors and assigns,
and no other Person shall be a direct or indirect legal beneficiary of, or have
any direct or indirect cause of action or claim in connection with, this
Agreement or any of the other Loan Documents.


 


11.20.      Time.  Time is of the essence as to
each term or provision of this Agreement and each of the other Loan Documents.


 


59

















 


11.21.      Effectiveness of Agreement.  This
Agreement shall become effective upon the execution of a counterpart hereof by the Borrower, MAC,
the other Borrower Parties party to this Agreement, the Required Lenders, the
Collateral Agent and the Administrative Agent and receipt by the Borrower and
the Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.


 


11.22.      References to “Credit Agreement”.  All
references in the Notes and other Loan Documents to the “Credit Agreement” shall refer to
this $1,500,000,000 Amended and Restated Revolving Loan Facility Credit
Agreement, as the same may be Modified.


 


 


[Signature Pages Follow]


 


60

















 


IN
WITNESS WHEREOF, the parties hereto have caused this 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, Chief Legal

  
	
   

  	
   

  	
   

  	
   

  	
  Officer
  and Secretary

  
						



 


GUARANTORS:


 


	
   

  	
  THE
  MACERICH COMPANY,

  
	
   

  	
  a
  Maryland corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
  Name:

  	
  Richard
  A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Legal

  
	
   

  	
   

  	
   

  	
  Officer
  and Secretary

  
					



 

















 


	
   

  	
  MACERICH
  TWC II CORP.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
  Name:
  

  	
  Richard
  A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Legal Officer

  and Secretary

  
						



 


 


	
   

  	
  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, 

  Chief Legal Officer

  and Secretary

  
							



 


 


	
   

  	
  MACERICH WRLP CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
  Name: 

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief Legal Officer

  and Secretary

  
						



 

















 


	
   

  	
  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, 

  Chief Legal Officer and

  Secretary

  
								



 


 


	
   

  	
  MACERICH
  WRLP II CORP.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
  Name:
  

  	
  Richard
  A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Legal Officer and

  Secretary

  
						



 


 


	
   

  	
  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, Chief Legal Officer and

  
	
   

  	
   

  	
   

  	
  Secretary

  
						



 

















 


	
   

  	
  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, 

  Chief Legal Officer

  and Secretary

  
								



 


 


	
   

  	
  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, 

  Chief Legal Officer

  and Secretary

  
							



 

















 


	
   

  	
  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, 

  Chief Legal Officer 

  and Secretary

  
								



 

















 


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

  
						



 

















 


	
   

  	
  JPMorgan
  Chase Bank, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Marc E. Costantino

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marc
  E. Costantino

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 






 













 


	
   

  	
  EUROHYPO
  AG, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  John
  Lippmann

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John
  Lippmann

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Stephen
  Cox

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephen
  Cox

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 

















 


	
   

  	
  ING
  Real Estate Finance (USA) LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Christopher
  S. Godlewski

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  S. Godlewski

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Thomas
  R. Sullivan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  R. Sullivan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  BARCLAYS
  BANK PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Alison
  A. McGuigan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alison
  A. McGuigan

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  
					



 

















 


	
   

  	
  KeyBank
  National Association,

  
	
   

  	
  as
  Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  M. Pomposelli

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael
  M. Pomposelli

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, a 

  
	
   

  	
  national
  banking association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Wayne
  Choi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Wayne
  Choi

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Paul
  Jamiolkowski

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul
  Jamiolkowski

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  HYPO
  REAL ESTATE CAPITAL 

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Jeffrey
  Phelps

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  Phelps

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Christopher
  Peters

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  Peters

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 

















 


	
   

  	
  Wells
  Fargo Bank, National Association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Bryan
  Stevens

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bryan
  Stevens

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Todd
  Popovich

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd
  Popovich

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 

















 


	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  James
  Graycheck

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  Graycheck

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  DekaBank
  Deutsche Girozentrale

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Thomas
  Kling

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas
  Kling

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Alexander
  Wunsch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alexander
  Wunsch

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 

















 


	
   

  	
  The
  International Commercial Bank of China Los 

  Angeles Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Michael
  C. C. Juang

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael
  C. C. Juang

  
	
   

  	
   

  	
  Title:

  	
  VP
  & Deputy GM

  
					



 

















 


	
   

  	
  Calyon

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacey
  Michrowski

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Paula
  Toponee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paula
  Toponee

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Documentation 

  Supervisor

  
						



 

















 


	
   

  	
  United
  of Omaha Life Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  B.
  Peter Newland III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  B.
  Peter Newland III

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President, Mortgage 

  and Real Estate Investments

  
					



 

















 


	
   

  	
  SOCIETE
  GENERALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Jeffrey
  C. Schultz

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  C. Schultz

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 

















 


	
   

  	
  ERSTE
  BANK, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Gregory
  Aptman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Aptman

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Bryan
  Lynch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bryan
  Lynch

  
	
   

  	
   

  	
  Title:

  	
  First
  Vice President

  
						



 

















 


	
   

  	
  Union
  Bank of California, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Gilbert
  Rosas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gilbert
  Rosas

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Kathleen
  S. Crandell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kathleen
  S. Crandell

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
						



 

















 


	
   

  	
  Sovereign
  Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Erin
  T. Aslakson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Erin
  T. Aslakson

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
					



 

















 


	
   

  	
  Emigrant
  Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  David
  J. Feingold

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David
  J. Feingold

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 

















 


	
   

  	
  MIDFIRST
  BANK, a federally chartered savings 

  association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Todd
  G. Wright

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd
  G. Wright

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  [Westdeutsche
  ImmobilienBank]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  Hammes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael
  Hammes

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Jens
  Ehlerding

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jens
  Ehlerding

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Manager

  
						



 

















 


	
   

  	
  Hua
  Nan Commercial Bank, LTD, New York 

  Agency

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Te-Chin
  Wang

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Te-Chin
  Wang

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  General Manager

  
					



 

















 


	
   

  	
  [LENDER]
  Land Bank of Taiwan

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Henry
  C.R. Leu

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Henry
  C.R. Leu

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President & General Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  BAYERISCHE
  LANDESBANK,

  
	
   

  	
  New
  York Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Anthony
  Mugno

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anthony
  Mugno

  
	
   

  	
   

  	
  Title:

  	
  First
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Norman
  McClave

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Norman
  McClave

  
	
   

  	
   

  	
  Title:

  	
  First
  Vice President

  
						



 

















 


	
   

  	
  The
  Royal Bank of Scotland, plc

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Neil
  J. Crawford

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Neil
  J. Crawford

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 

















 


	
   

  	
  MORGAN
  STANLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Daniel
  Twenge

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Twenge

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 

















 


	
   

  	
  Chang
  Hwa Commercial Bank, Ltd., New York 

  Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Jim
  C.Y. Chen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jim
  C.Y. Chen

  
	
   

  	
   

  	
  Title:

  	
  VP
  & General Manager

  
					



 

















 


	
   

  	
  PEOPLE’S
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Maurice
  E. Fry

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Maurice
  E. Fry

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  First
  Commercial Bank, New York Agency

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Bruce
  M.J. Ju

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce
  M.J. Ju

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President & General Manager

  
					



 

















 


	
   

  	
  MERRILL
  LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Louis
  Alder

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Louis
  Alder

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Benjamin
  Lin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Benjamin
  Lin

  
	
   

  	
   

  	
  Title:

  	
  F.V.P.
  & General Manager

  
					



 

















 


	
   

  	
  Goldman
  Sachs Credit Partners L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  William
  W. Archer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William
  W. Archer

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 






 













 


Revolver Facility


 


ANNEX I: 
GLOSSARY


 


THIS GLOSSARY is attached to and made a part
of that certain Second Amended and Restated Credit Agreement (the “Credit
Agreement”) made and dated as of July 20, 2006, 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, 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”) and as
collateral agent for the Benefited Creditors. For purposes of the Credit
Agreement and the other Loan Documents, the terms set forth below shall have
the following meanings:


 


“Act”
shall have the meaning given such term in Section 6.13 of the Credit
Agreement.


 


“Administrative
Agent” shall have the meaning given such term in the introductory paragraph
of the Credit Agreement and shall include any successor to DBTCA as the initial
“Administrative Agent” thereunder.


 


“Affiliate”
shall mean, as to any Person, any other Person directly or indirectly
controlling, controlled by or under direct or indirect common control with,
such Person. “Control” as used herein means the power to direct the management
and policies of such Person. In the case of a Lender which is a fund that
invests in loans, any other fund that invests in loans which is managed by the
same investment advisor as such Lender, or by another Affiliate of such Lender
or such investment advisor, shall be deemed an Affiliate of such Lender.


 


“Affiliate
Guarantors” shall mean, jointly and severally, Macerich Great Falls Limited
Partnership, a California limited partnership, Macerich Oklahoma Limited
Partnership, a California limited partnership, Macerich Westside Adjacent
Limited Partnership, a California limited partnership, Macerich Sassafras
Limited Partnership, a California limited partnership, Northgate Mall
Associates, a California general partnership, and any other guarantors
executing Supplemental Guaranties in accordance with Section 4.1 of
the Credit Agreement.


 


“Agents”
shall mean the Administrative Agent, the Collateral Agent, the Joint Lead
Arrangers, the Syndication Agent, the Co-Documentation Agents, the Senior
Managing Agents


 

















 


and any other Persons acting in the capacity
of an agent for the Lenders or the Benefited Creditors under the Credit
Agreement, together with their permitted successors and assigns.


 


“Aggregate
Investment Value” shall mean for each permitted Investment identified in Section
8.5 of the Credit Agreement (and any related Property referred to in such
Section), the greater of (i) the purchase price of such Investment (and related
Property); or (ii) that portion of the Gross Asset Value represented by the
relevant Investment (and related Property) as calculated in the most recent
Measuring Period; provided, however, that all Real Property Under
Construction shall be valued at the out-of-pocket costs incurred by the
applicable Borrower Parties or their Subsidiary Entities in respect of such
Real Property Under Construction.


 


“Aggregate
Obligations” shall have the meaning given such term in the Pledge
Agreements.


 


“Anti-Terrorism
Laws” shall have the meaning given such term in Section 6.26 of the
Credit Agreement.


 


“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 50%

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  .15

  	
  %

  
	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  .25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greater than or equal to 60%

  	
   

  	
  .35

  	
  %

  



 


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 .35%. 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.


 


“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%

  	
   

  	
  1.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  1.15

  	
  %

  
	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  1.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greater than or equal to 60%

  	
   

  	
  1.35

  	
  %

  



 


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 1.35%. 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.


 


“Applicable
Percentage” shall mean, with respect to any Lender, the percentage of the
total Commitments represented by such Lender’s Commitment. If the Commitments
have terminated or expired, the Applicable Percentages shall be determined
based upon the Commitments most recently in effect, giving effect to any
assignments in accordance with Section 11.8.


 


“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:


 




	
  Usage

  Percentage

  	
   

  	
  Unused Line Fee Rate

  	
   

  
	
  Less than 33%

  	
   

  	
  0.35

  	
  %

  
	
  Greater than or equal to 33% but less than
  or equal to 66%

  	
   

  	
  0.25

  	
  %

  
	
  Greater than 66% but less than and not
  including 100%

  	
   

  	
  0.15

  	
  %

  






 

















 


“Assignee”
shall have the meaning given such term in Section 11.8 of the Credit
Agreement.


 


“Assignment
and Acceptance Agreement” shall mean an agreement in the form of that
attached to the Credit Agreement as Exhibit E.


 


“Availability
Period” shall mean the period from and including the Closing Date to but
excluding the earlier of the Commitment Termination Date and the date of
termination of the Commitments.


 


“Base
Rate” shall mean on any day the higher of: 
(a) the Prime Rate in effect on such day, and (b) the sum of the Federal
Funds Rate in effect on such day plus one half of one percent (0.50%).


 


“Base
Rate Borrowing”, when used in reference to any Borrowing, refers to whether
the Loans comprising such Borrowing are bearing interest at a rate determined
by reference to the Applicable Base Rate.


 


“Base
Rate Loan”, when used in reference to any Loan, refers to whether the Loans
comprising such Borrowing are bearing interest at a rate determined by
reference to the Applicable Base Rate.


 


“Benefited
Creditors” shall have the meaning given such term in the Pledge Agreements.


 


“Board
of Directors” shall mean, with respect to any person, (i) in the case
of any corporation, the board of directors of such person, (ii) in the
case of any limited liability company, the board of managers of such person,
(iii) in the case of any partnership, the Board of Directors of the
general partner of such person and (iv) in any other case, the functional
equivalent of the foregoing.


 


 “Book Value” shall mean the book value
of such asset or property, without regard to any related Indebtedness.


 

















 


“Borrowed
Indebtedness”  of any Person means,
without duplication, (A) all obligations for borrowed money of such
Person, (B) all liabilities and obligations, contingent or otherwise, evidenced
by a letter of credit or a reimbursement obligation of such Person with respect
to any letter of credit, (C) all obligations payable in cash (excluding
obligations payable in cash or Capital Stock, at the option of a Borrower
Party) for the deferred purchase price of real property acquired by such Person
(excluding obligations arising in the ordinary course of business but including
all obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to any real property acquired by
such Person), (D) all obligations for borrowed money secured by any Lien
upon or in any real property owned by such Person whether or not such Person
has assumed or become liable for the payment of such obligations for borrowed
money and (E) all obligations of the type described in any of clauses (A)
through (D) above which are guaranteed, directly or indirectly, or endorsed
(otherwise than for collection or deposit in the ordinary course of business)
or discounted with recourse by such Person. Borrowed Indebtedness shall not
include (i) Indebtedness set forth on Schedule 6.21 to the Credit
Agreement, (ii) Indebtedness incurred for the purpose of acquiring one or more
items of personal property, or (iii) guaranties or indemnities executed by the
Borrower Parties in respect of Indebtedness secured by a Permitted Mortgage to
the extent either: (A) such guaranty or indemnity has been incurred in respect
of customary exclusions from the non-recourse provisions of the applicable
Permitted Mortgage (including any customary exclusion in respect of environmental
liabilities); or (B) such Indebtedness has been incurred for the purpose of
financing the construction or development of Real Property owned by any
Subsidiary of the Borrower Parties.


 


“Borrower”
shall mean the Macerich Partnership.


 


“Borrower
Parties” shall mean, jointly and severally, each of the Borrower and the
Guarantors.


 


“Borrowing”
shall mean (a) all Base Rate Loans made, converted or continued on the same
date, or (b) all LIBO Rate Loans of the same Interest Period. For purposes
hereof, the date of a Borrowing comprising one or more Loans that have been
converted or continued shall be the effective date of the most recent
conversion or continuation of such Loan or Loans.


 


“Borrowing
Request” shall mean a request by the Borrower for a Borrowing in accordance
with Section 1.3 of the Credit Agreement.


 


“Broadway
Plaza Property” shall mean Real Property and improvements located at 1275
Broadway Plaza, Walnut Creek, CA 94596, commonly referred to as “Broadway
Plaza” and owned by Macerich Northwestern Associates, a California general
partnership.


 


“Bullet
Payment” shall mean any payment of the entire unpaid balance of any
Indebtedness at its final maturity other than the final payment with respect to
a loan that is fully amortized over its term.


 


“Business
Day” shall mean any day other than a Saturday, a Sunday or a day on which
banks in Los Angeles, California or New York, New York are authorized or
obligated to close their regular banking business; provided that the
term “Business Day” as used with respect to


 

















 


the Letter of Credit provisions of the Credit
Agreement (including, without limitation, Section 1.4 of the Credit
Agreement) shall be defined as otherwise set forth above but shall not include
the reference to “Los Angeles, California”; provided, further,
when the term “Business Day” is used in connection with a LIBO Rate Loan or
LIBO Rate Borrowing (including the definition of “Interest Period” as it
relates to LIBO Rate Loans), the term “Business Day” shall also exclude any day
on which commercial banks in London, England and Frankfurt, Germany are not
open for domestic and international business.


 


“Capitalized
Lease” of a Person means any lease of property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in
accordance with GAAP.


 


“Capitalized
Lease Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a
balance sheet of such Person prepared in accordance with GAAP.


 


“Capitalized
Loan Fees” shall mean, with respect to the Macerich Entities, and with
respect to any period, any upfront, closing or similar fees paid by such Person
in connection with the incurrence or refinancing of Indebtedness during such
period that are capitalized on the balance sheet of such Person.


 


“Capital
Stock” means (i) with respect to any Person that is a corporation, any
and all shares, interests, participations or other equivalents (however
designated and whether or not voting) of corporate stock, including, without
limitation, each class or series of common stock and preferred stock of such
Person and (ii) with respect to any Person that is not a corporation, any
and all investment units, partnership, membership or other equity interests of
such Person.


 


“Carry
Over Basis Transaction”  shall mean
any transaction in which the acquired assets have a carry over basis and are
not marked to market at the time of such acquisition.


 


“Cash
Equivalents” shall mean, with respect to any Person:  (a) securities issued, guaranteed or
insured by the United States of America or any of its agencies with maturities
of not more than one year from the date acquired; (b) certificates of
deposit with maturities of not more than one year from the date acquired by a
United States federal or state chartered commercial bank of recognized
standing, which has capital and unimpaired surplus in excess of $500,000,000
and which bank or its holding company has a short-term commercial paper rating
of at least A-2 or the equivalent by S&P or at least P-2 or equivalent by
Moody’s; (c) reverse repurchase agreements with terms of not more than
seven days from the date acquired, for securities of the type described in
clause (a) above and entered into only with commercial banks having the
qualifications described in clause (b) above; (d) commercial paper issued
by any Person incorporated under the laws of the United States of America or
any State thereof and rated at least A-2 or the equivalent thereof by S&P
or at least P-2 or the equivalent thereof of Moody’s, in each case with
maturities of not more than one year from the date acquired; and
(e) investments in money market funds registered under the Investment
Company Act of 1940, which have net assets of at least $500,000,000 and at
least 85% of whose assets consist of securities and other obligations of the
type described in clauses (a) through (d) above.


 

















 


“CERCLIS”
shall have the meaning given such term in Section 6.15 of the Credit
Agreement.


 


“Change
in Law” shall mean (a) the adoption of any law, rule or regulation
after the date of the Credit Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of the Credit Agreement or (c) compliance by any
Lender or the Issuing Lender (or by any lending office of such Lender or
Issuing Lender or by such Lender’s or Issuing Lender’s holding company, if any)
with any guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of the Credit Agreement; provided, however, that (i) no Change
in Law shall be deemed to have occurred with respect to any Assignee or
Participant until after the date on which such Assignee or Participant acquired
its interest as an Assignee or Participant under this Agreement and
(ii) clause (i) of this proviso shall not apply to any Change in Law with
respect to (x) any Assignee to the extent such Change in Law was
applicable to the assignor Lender on the effective date of the Assignment and
Assumption Agreement pursuant to which such Assignee became a Lender or
(y) any Participant to the extent such Change in Law was applicable to the
Originating Lender on the effective date of the agreement pursuant to which
such Participant became a Participant.


 


“Change
of Control” shall mean, with respect to MAC, the occurrence of either of
the following:  (i) a change in the
beneficial ownership within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934 of more than
twenty-five percent (25%) of the Capital Stock of MAC having general voting
rights so that such Capital Stock is held by a Person, or two (2) or more
Persons acting in concert, unless the Administrative Agent and the Required
Lenders have approved in advance in writing the identity of such Person or
Persons or (ii) the resignation or removal from the Board of Directors of fifty
percent (50%) or more of the members of MAC’s Board of Directors during any
twelve (12) month period for any reason other than death, disability or
voluntary retirement or personal reasons, unless otherwise approved in advance
in writing by the Required Lenders.


 


“Closing
Certificate” shall mean a certificate in the form of that attached to the
Credit Agreement as Exhibit F.


 


“Closing
Date” shall mean the date as of which all conditions set forth in Section
5.1 of the Credit Agreement shall have been satisfied or waived.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder, as from time to time in effect.


 


“Co-Documentation
Agents” shall mean Key Bank, National Association, Eurohypo AG, New York
Branch, and Wells Fargo Bank, National Association, in their respective capacities as co-documentation agents for
the credit facility evidenced by the Credit Agreement, together with their
permitted successors and assigns.


 


“Collateral
Agent” shall mean DBTCA in its capacity as collateral agent for the benefit
of the Benefited Creditors, together with its permitted successors and assigns.


 

















 


“Commencement
of Construction” shall mean with respect to any Real Property, the
commencement of material on-site work (including grading) or the commencement
of a work of improvement of such property.


 


“Commitment”
shall mean, with respect to each Lender, the commitment, if any, of such Lender
to make Loans and to acquire participations in Letters of Credit, expressed as
an amount representing the maximum aggregate amount that such Lender’s
Revolving Credit Exposure could be at any time hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 1.7
of the Credit Agreement; or (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 11.8
of the Credit Agreement. The initial amount of each Lender’s Commitment is set
forth on Schedule G-1, or in the Assignment and Acceptance
Agreement pursuant to which such Lender shall have assumed its Commitment, as
applicable. The initial aggregate amount of the Lenders’ Commitments is
$1,500,000,000.


 


“Commitment
Termination Date” shall mean initially the Original Commitment Termination
Date; provided that the “Commitment Termination Date” shall mean the
Extended Commitment Termination Date if the Borrower extends the Original
Commitment Termination Date in accordance with the terms and conditions of Section
1.7(5) of the Credit Agreement. The Commitment Termination Date shall be
subject to acceleration upon an Event of Default as otherwise provided in the
Credit Agreement.


 


“Commitment
Termination LC Exposure Deposit” shall have the meaning given such term in Section
1.4(11)(A) of the Credit Agreement.


 


“Compliance
Certificate” shall mean a certificate in the form of that attached to the
Credit Agreement as Exhibit G.


 


“Construction-in-Process”
means, with respect to any Real Property Under Construction, the aggregate
amount of expenditures classified as “construction-in-process” on the balance
sheet of the Consolidated Entities, with respect thereto.


 


“Consolidated
Entities” means, collectively, (i) the Borrower Parties, (ii) MAC’s
Subsidiaries and (iii) any other Person the accounts of which are consolidated
with those of MAC in the consolidated financial statements of MAC in accordance
with GAAP.


 


“Contact
Office” shall mean the office of DBTCA located at Deutsche Bank Trust
Company Americas, 90 Hudson Street Mail Stop: 
JCY05-0511 Jersey City, NJ 07302 Attn: 
Joseph Adamo, or such other offices in New York, New York as the Administrative
Agent may notify the Borrower, the Lenders and the Issuing Lender from time to
time in writing.


 


“Contingent
Obligation” as to any Person shall mean, without duplication, (i) any
contingent obligation of such Person required to be shown on such Person’s
balance sheet in accordance with GAAP, and (ii) any obligation required to be
disclosed in the footnotes to such Person’s financial statements in accordance
with GAAP, guaranteeing partially or in whole any non-recourse Indebtedness,
lease, dividend or other obligation, exclusive of contractual indemnities
(including, without limitation, any indemnity or price-adjustment provision
relating


 

















 


to the purchase or sale of securities or
other assets), of such Person or of any other Person. The amount of any
Contingent Obligation described in clause (ii) shall be deemed to be (a) with
respect to a guaranty of interest or interest and principal, or operating
income guaranty, the sum of all payments required to be made thereunder (which
in the case of an operating income guaranty shall be deemed to be equal to the
debt service for the note secured thereby), calculated at the interest rate
applicable to such Indebtedness, through (1) in the case of an interest or
interest and principal guaranty, the stated date of maturity of the obligation
(and commencing on the date interest could first be payable thereunder), or (2)
in the case of an operating income guaranty, the date through which such
guaranty will remain in effect, and (b) with respect to all guarantees not
covered by the preceding clause (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such guaranty
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as recorded on the balance sheet and on the footnotes to the most
recent financial statements of the applicable Person required to be delivered
pursuant hereto. Notwithstanding anything contained herein to the contrary,
guarantees of completion and non-recourse carve outs in secured loans shall not
be deemed to be Contingent Obligations unless and until a claim for payment has
been made thereunder, at which time any such guaranty of completion shall be
deemed to be a Contingent Obligation in an amount equal to any such claim.
Subject to the preceding sentence, (i) in the case of a joint and several
guaranty given by such Person and another Person (but only to the extent such
guaranty is recourse, directly or indirectly to the applicable Borrower Party
or their respective Subsidiaries), the amount of the guaranty shall be deemed
to be 100% thereof unless and only to the extent that (X) such other Person has
delivered cash or Cash Equivalents to secure all or any part of such Person’s
guaranteed obligations or (Y) such other Person holds an Investment Grade
Credit Rating from either Moody’s or S&P, and (ii) in the case of a
guaranty (whether or not joint and several) of an obligation otherwise constituting
Indebtedness of such Person, the amount of such guaranty shall be deemed to be
only that amount in excess of the amount of the obligation constituting
Indebtedness of such Person. Notwithstanding anything contained herein to the
contrary, “Contingent Obligations” shall not be deemed to include guarantees of
loan commitments or of construction loans to the extent the same have not been
drawn.


 


“Contractual
Obligation” as to any Person shall mean any provision of any security
issued by such Person or of any agreement, instrument or undertaking to which
such Person is a party or by which it or any of its property is bound.


 


“Credit
Agreement” shall mean the Credit Agreement defined in the introductory
paragraph of this Glossary, as the same may be Modified, extended or replaced
from time to time.


 


“DBTCA”
shall mean Deutsche Bank Trust Company Americas.


 


“Defaulted
Advance” means, with respect to any Lender at any time, the portion of any
Loan required to be made by such Lender to the Borrower pursuant to Section 1.5
at or prior to such time which has not been made by such Lender or by the
Administrative Agent for the account of such Lender pursuant to Section 1.5(2)
as of such time.


 

















 


“Defaulting
Lender” means, at any time, any Lender that, at such time owes a Defaulted
Advance.


 


“De
Minimis Subsidiary” shall mean any Subsidiary or Subsidiaries which in the
aggregate represents less than one percent of Gross Asset Value of the
Consolidated Entities.


 


“Depreciation
and Amortization Expense” shall mean (without duplication), for any period,
the sum for such period of (i) total depreciation and amortization expense,
whether paid or accrued, of the Consolidated Entities, plus (ii) any Consolidated Entity’s pro rata share of depreciation and
amortization expenses of Joint Ventures. For purposes of this definition, MAC’s
pro rata share of depreciation
and amortization expense of any Joint Venture shall be deemed equal to the
product of (i) the depreciation and amortization expense of such Joint Venture,
multiplied by (ii) the percentage
of the total outstanding Capital Stock of such Person held by any Consolidated
Entity, expressed as a decimal.


 


“Designated
Environmental Properties” shall have the meaning given such term in Section
6.15 of the Credit Agreement.


 


“Disposition”
shall mean the sale, conveyance, pledge, hypothecation, encumbrance, creation
of a security interest with respect to, or other transfer, whether voluntary or
involuntary, direct or indirect, of any legal or beneficial interest in a Property,
including any sale, conveyance, pledge, hypothecation, encumbrance, creation of
a security interest with respect to, or other transfer, at any tier, of any
ownership interest in any Macerich Entity; provided, however, that Disposition
shall not include any Permitted Encumbrances or any Distributions to another
Macerich Entity; provided further that such exclusion of Permitted Encumbrances
shall not apply to the Dispositions described in Sections 8.4(1), 8.4(2),
and 8.4(3) of the Credit Agreement. “Disposition” shall not include the
sale of any ancillary building pad site within a Project provided that the
consideration received for such transaction does not exceed $1,000,000 for any
Project and $5,000,000 in the aggregate for all Projects and shall not include
any ground lease.


 


“Disqualified
Capital Stock” shall mean with respect to any Person any Capital Stock of
such Person (other than preferred stock of MAC issued and outstanding on the
Closing Date) that by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or otherwise (including upon
the occurrence of any event), is required to be redeemed or is redeemable for
cash at the option of the holder thereof, in whole or in part (including by
operation of a sinking fund), or is exchangeable for Indebtedness (other than
at the option of such Person), in whole or in part, at any time.


 


“Distribution”
shall mean with respect to MAC, Macerich Partnership or, prior to the Wilmorite
Release Date, MACWH: (i) any distribution of cash or Cash Equivalent, directly
or indirectly, to the partners or holders of Capital Stock of such Persons, or
any other distribution on or in respect of any partnership, company or equity
interests of such Persons; and (ii) the declaration or payment of any dividend
on or in respect of any shares of any class of Capital Stock of such Persons,
other than: (1) dividends payable solely in shares of common stock by MAC; or
(2) the purchase, redemption, exchange, or other retirement of any shares of
any class of Capital Stock of such Persons, directly or indirectly through a
Subsidiary of MAC or


 

















 


otherwise, (A) to the extent such purchase,
redemption, exchange, or other retirement occurs in exchange for the issuance
of Capital Stock of MAC or Macerich Partnership or (B) with respect to MACWH,
to the extent such purchase, redemption, or other retirement occurs in exchange
for the issuance of Capital Stock of MACWH, MAC or Macerich Partnership in
accordance with the provisions of the MACWH Partnership Agreement.


 


“Dollar”
shall mean lawful currency of the United States of America.


 


“EBITDA”
shall mean, for the twelve months then most recently ended, solely with respect
to the Consolidated Entities, Net Income, plus
(without duplication) (A) Interest Expense, (B) Tax Expense, (C)
Depreciation and Amortization Expense and (D) noncash charges for stock
options, in each case for such period.


 


 “Eligible Assignee” shall mean any of
the following:


 


(a)                                  A commercial bank organized under the laws of
the United States, or any state thereof, and having a combined capital and
surplus of at least $100,000,000;


 


(b)                                 A commercial bank organized under the laws of
any other country which is a member of the Organization for Economic
Cooperation and Development (the “OECD”), or a political subdivision of any
such country, and having a combined capital and surplus of at least
$100,000,000 (provided that such bank is acting through a branch or
agency located in the country in which it is organized or another country which
is also a member of the OECD);


 


(c)                                  A Person that is engaged in the business of
commercial banking and that is:  (1) an
Affiliate of a Lender or the Issuing Lender, (2) an Affiliate of a Person of
which a Lender or the Issuing Lender is an Affiliate, or (3) a Person of which
a Lender or the Issuing Lender is a Subsidiary;


 


(d)                                 An insurance company, mutual fund or other
financial institution organized under the laws of the United States, any state
thereof, any other country which is a member of the OECD or a political
subdivision of any such country which in vests in bank loans and has a net
worth of $500,000,000; or


 


(e)                                  Any fund (other than a mutual fund) which
invests in bank loans and whose assets exceed $100,000,000;


 


provided, however, that no Person shall be an
“Eligible Assignee” unless at the time of the proposed assignment to such
Person:  (i) such Person is able to make
its Applicable Percentage of the Commitments in U.S. dollars, and (ii) such
Person is exempt from withholding of tax on interest and is able to deliver the
documents related thereto pursuant to Section 2.10(5) of the Credit
Agreement.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as Modified,
and the rules and regulations promulgated thereunder as from time to time in
effect.


 

















 


“ERISA
Affiliate” shall mean any trade or business (whether or not incorporated)
under common control with any Consolidated Entity within the meaning of Section
414(b) or (c) of the Code (and Sections 414(m) and (o) for purposes of
provisions relating to Section 412 of the Code).


 


“ERISA
Event” shall mean (a) a Reportable Event with respect to a Pension
Plan or a Multiemployer Plan; (b) a withdrawal by any Consolidated Entity
or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA
during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by any Consolidated Entity or any ERISA Affiliate from a
Multiemployer Plan or notification that a multiemployer is in reorganization;
(d) the filing of a notice of intent to terminate, the treatment of a plan
amendment as a termination under Section 4041 or 4041A of ERISA or the
commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) a failure by any Consolidated Entity to make
required contributions to a Pension Plan, Multiemployer Plan or other Plan subject
to Section 412 of the Code; (f) an event or condition which might
reasonably be expected to constitute grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; (g) the imposition of any liability under
Title IV of ERISA, other than PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon any Consolidated Entity or any ERISA Affiliate; or
(h) an application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Code with respect to any Plan.


 


“Eurodollar
Business Day” shall mean a Business Day on which commercial banks in
London, England and Frankfurt, Germany are open for domestic and international
business.


 


“Event
of Default” shall have the meaning given such term in Section 9
of the Credit Agreement.


 


“Evidence
of No Withholding” shall have the meaning given such term in Section
2.10(5) of the Credit Agreement.


 


“Excluded
Taxes” shall mean, with respect to the Administrative Agent, any Lender, or
any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes
imposed on (or measured by) its net income by the United States of America, or by
any state, locality or foreign jurisdiction under the laws of which such
recipient is organized or in which it maintains an office or permanent
establishment, (b) any branch profits taxes imposed by the United States
of America or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) any withholding tax (in the case of a Foreign
Lender) or backup withholding tax (in the case of any Lender), that is imposed
on amounts payable to such Lender at the time such Lender becomes a party to
the Credit Agreement (or designates a new lending office) or is attributable to
such Lender’s failure to comply with Section 2.10(5) or Section
2.10(6) of the Credit Agreement, except to the extent any such withholding
taxes were imposed on the Lender’s predecessor in interest (or former lending
office); provided, however, Excluded Taxes shall not include any withholding
tax resulting from


 

















 


any inability to comply with Section
2.10(5) or Section 2.10(6) of the Credit Agreement solely by reason
of there having occurred a Change in Law.


 


 “Executive Order” shall have the
meaning given such term in Section 6.26 of the Credit Agreement.


 


“Existing
Credit Agreement” shall have the meaning set forth in Recital A of
the Credit Agreement.


 


“Existing
Lender” shall have the meaning set forth in Recital A of the Credit
Agreement.


 


“Existing
Term and Interim Loan Credit Agreement” shall mean that certain Credit
Agreement evidencing the Existing Term and Interim Loan Facility, dated as of
April 25, 2005, and as Modified concurrently herewith, by and among the
Borrower, as borrower, MAC and the other guarantors signatory thereto, the
lenders signatory thereto and DBTCA, as administrative agent.


 


“Existing
Term and Interim Loan Facility” shall mean that certain credit facility
evidenced by the Existing Term and Interim Loan Credit Agreement, which
provides for the funding of a term loan and an interim loan to the Borrower in
the aggregate commitment amount, as of the date hereof, of $1,100,000,000.


 


 “Existing Term Credit Agreement” shall
mean that certain Credit Agreement evidencing the Existing Term Facility,
amended and restated as of April 25, 2005, and as Modified concurrently
herewith, by and among the Borrower, as borrower, MAC and the other guarantors
signatory thereto, the lenders signatory thereto and DBTCA, as administrative
agent and collateral agent.


 


“Existing
Term Facility” shall mean that certain credit facility evidenced by the
Existing Term Credit Agreement, which provides for the funding of a term loan
to the Macerich Partnership in the aggregate commitment amount of, as of the
date hereof, $250 million.


 


“Extended
Commitment Termination Date” shall have the meaning given such term in Section
1.7(5) of the Credit Agreement.


 


“Extension
Fee” shall have the meaning given such term in Section 1.7(5)(B) of
the Credit Agreement.


 


“Facing
Fee” shall have the meaning given such term in Section 2.11(2)(B) of
the Credit Agreement.


 


“Federal
Funds Rate” shall mean for any day, an interest rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a


 

















 


Business Day, the average of the quotations
at approximately 1:00 p.m. (New York time) on such day on such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by the Administrative Agent in its sole
discretion.


 


“Fee
Letter” shall mean that certain Fee Letter dated as of the date of the
Existing Credit Agreement entered into by the Borrower and the Administrative
Agent.


 


“FFO”
shall mean net income (loss) (computed in accordance with GAAP) excluding gains
(or losses) from debt restructurings and sales of property, plus real estate
related depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures, as set forth in more detail under the
definitions and interpretations thereof promulgated by the National Association
of Real Estate Investment Trusts or its successor as of the Closing Date, but
in any case excluding any write down due to impairment of assets.


 


“Financing”
shall mean any transaction pursuant to which new Indebtedness is incurred and
secured by a Property.


 


 “Fiscal Quarter” or “fiscal quarter”
means any three-month period ending on March 31, June 30, September 30 or
December 31 of any Fiscal Year.


 


“Fiscal
Year” or “fiscal year” shall mean the 12-month period ending on
December 31 in each year or such other period as MAC may designate and the
Administrative Agent may approve in writing.


 


“Fixed
Charge Coverage Ratio” shall mean, at any time, the ratio of (i) EBITDA for
the twelve months then most recently ended (except that, with respect to any
Project that has not achieved Stabilization, EBITDA for such Project shall be calculated
for the most recent fiscal quarter and annualized), to (ii) Fixed Charges for
such period (except that, with respect to any Project that has not achieved
Stabilization, Fixed Charges for such Project shall be calculated for the most
recent fiscal quarter and annualized).


 


“Fixed
Charges” shall mean, for any period, solely with respect to the
Consolidated Entities, the sum of the amounts for such period of (i) scheduled
payments of principal of Indebtedness of the Consolidated Entities (other than any
Bullet Payment, including any Bullet Payment under the Existing Term Facility
or the Existing Term and Interim Loan Facility), (ii) the Consolidated
Entities’ pro rata share of
scheduled payments of principal of Indebtedness of Joint Ventures (other than
any Bullet Payment) that does not otherwise constitute Indebtedness of and is
not otherwise recourse to the Consolidated Entities or their assets, (iii)
Interest Expense, (iv) payments of dividends in respect of Disqualified Capital
Stock; and (v) to the extent not otherwise included in Interest Expense,
dividends and other distributions paid during such period by the Borrower or
MAC with respect to preferred stock or preferred operating units (excluding
distributions on convertible preferred units of MACWH in accordance with the
MACWH Partnership Agreement). For purposes of clauses (ii) and (v), the
Consolidated Entities’ pro rata
share of payments by any Joint Venture shall be deemed equal to the product of
(a) the payments made by such Joint Venture, multiplied
by (b) the percentage of the total outstanding Capital Stock of such
Person held by any Consolidated Entity, expressed as a decimal.


 

















 


“Foreign
Lender” shall mean any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.


 


“GAAP”
shall mean generally accepted accounting principles in the United States of
America in effect from time to time; provided that for purposes of
calculating the covenants set forth in Section 8.12 of the Credit
Agreement, GAAP shall mean generally accepted accounting principles in the
United States of America in effect as of the Closing Date.


 


“Good
Faith Contest” means the contest of an item if (1) the item is diligently
contested in good faith, and, if appropriate, by proceedings timely instituted,
(2) adequate reserves are established if required by, and in accordance with,
GAAP with respect to the contested item, (3) during the period of such contest,
the enforcement of any contested item is effectively stayed and (4) the failure
to pay or comply with the contested item during the period of the contest is not
likely to result in a Material Adverse Effect.


 


“Governmental
Authority” shall mean any nation or government, any state or other
political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any court or other entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.


 


“Gross
Asset Value” shall mean, at any time, solely with respect to the
Consolidated Entities, the sum of (without duplication):


 


(i)
for Retail Properties that are Wholly-Owned the sum of, for each such property,
(a) such property’s Property NOI for the Measuring Period, divided by (b) (1) 6.75% (expressed as a
decimal), in the case of regional Retail Properties or (2) 8.25% (expressed as
a decimal) in the case of Retail Properties that are not regional Retail
Properties; plus


 


(ii)
for Retail Properties that are not Wholly-Owned, the sum of, for each such
property, (a) the Gross Asset Value of each such Retail Property at such time,
as calculated pursuant to the foregoing clause (i), multiplied by (b) the percentage of the total outstanding
Capital Stock held by Consolidated Entities in the owner of the subject Retail
Property, expressed as a decimal; provided, notwithstanding anything to
the contrary in this definition, so long as 100% of the Indebtedness and other
liabilities of the owner of the Broadway Plaza Property reflected in the
financial statements of such owner or disclosed in the notes thereto (to the
extent the same would constitute a Contingent Obligation) is counted in the
calculation of Total Liabilities pursuant to subsection (ii) of the definition
of “Total Liabilities”, the Broadway Plaza Property, and the cash and Cash
Equivalents and “Other GAV Assets” (as defined below) with respect thereto,
shall be deemed to be Wholly-Owned and the Gross Asset Value with respect to
the Broadway Plaza Property shall be calculated in accordance with clause (i)
of this definition; plus


 


(iii)
all cash and Cash Equivalents (other than, in either case, Restricted Cash)
held by the Consolidated Entity at such time, and, in the case of cash and Cash
Equivalents not Wholly-Owned, multiplied by
a percentage (expressed as a decimal) equal to the percentage of the total


 

















 


outstanding Capital Stock held by the
Consolidated Entity holding title to such cash and Cash Equivalents; plus


 


(iv)
all Mortgage Loans acquired for the purpose of acquiring the underlying real
property, valued by the book value of each such Mortgage Loan when measured; plus


 


(v)(a)
100% of the Book Value of Construction-in-Process with respect to Retail
Properties Under Construction that are Wholly-Owned and (b) the product of (1)
100% of the Book Value of Construction-in-Process with respect to Retail
Properties Under Construction that are not Wholly-Owned multiplied by (2) a percentage (expressed
as a decimal) equal to the percentage of the total outstanding Capital Stock
held by the Consolidated Entity holding title to such Retail Properties Under
Construction;  plus


 


(vi)
to the extent not otherwise included in the foregoing clauses, (a) the Book
Value of tenant receivables, deferred charges and other assets with respect to
Real Properties that are Wholly-Owned, and (b) the product of (1) the Book
Value of tenant receivables, deferred charges and other assets with respect to
Real Properties that are not Wholly-Owned multiplied
by (2) a percentage (expressed as a decimal) equal to the percentage
of the total outstanding Capital Stock held by a Consolidated Entity holding
title to such Real Property (collectively, “Other GAV Assets”), provided
that the aggregate value of Other GAV Assets shall not exceed five percent (5%)
of the aggregate Gross Asset Value of all the assets of the Consolidated
Entities;


 


(vii)
the Book Value of land and other Properties not constituting Retail Properties;
plus


 


(viii)
the Book Value of the Investment in Northpark Mall.


 


provided, however, that (A)(i) the determination of Gross Asset Value for any period
shall not include any Retail Property (or any Property NOI relating to any
Retail Property) that has been sold or otherwise disposed of at any time prior
to or during such period; (ii) any Retail Property (whether acquired before or
after the Closing Date) and shall be valued at Book Value for 18 months after
acquisition thereof; (B) upon the sale, conveyance, or transfer of all of a
Real Property to a Person other than a Macerich Entity, the Gross Asset Value
with respect to such Real Property shall no longer be considered; and (C) the
determination of the NOI for any Retail Property Under Construction which is no
longer classified as “construction-in-process” under GAAP shall be calculated
using an adjusted Measuring Period determined by annualizing the most recent
fiscal quarter until such Retail Property Under Construction has achieved
Stabilization.


 


“Gross
Leasable Area” shall mean the total leasable square footage of buildings
situated on Real Properties, excluding the square footage of any department
stores.


 


“Guarantors”
shall mean, jointly and severally (i) any Initial Guarantor and (ii) any
Supplemental Guarantor.


 


“Guaranty”
shall mean any unconditional guaranty executed by any Person in favor of DBTCA
(or a successor) in its capacity as Administrative Agent for the Lenders
pursuant to


 

















 


the terms of the Credit Agreement, in a form
approved by the Administrative Agent. “Guaranty” shall include all Subsidiary
Guaranties and the REIT Guaranty.


 


“Hazardous
Materials” shall mean any flammable materials, explosives, radioactive
materials, hazardous wastes, toxic substances or related materials, including,
without limitation, any substances defined as or included in the definitions of
“hazardous substances,” “hazardous wastes,” “hazardous materials,” or “toxic
substances” under any applicable federal, state, or local laws or regulations.


 


“Hazardous
Materials Claims” shall mean any enforcement, cleanup, removal or other
governmental or regulatory action or order with respect to the Property,
pursuant to any Hazardous Materials Laws, and/or any claim asserted in writing
by any third party relating to damage, contribution, cost recovery
compensation, loss or injury resulting from any Hazardous Materials.


 


“Hazardous
Materials Laws” shall mean any applicable federal, state or local laws,
ordinances or regulations relating to Hazardous Materials.


 


“Hedging
Obligations” of a Person means any and all obligations of such Person or
any of its Subsidiaries, whether absolute or contingent and howsoever and
whenever created, arising, evidenced or acquired (including all renewals,
extensions and modifications thereof and substitutions therefor), under
(a) any and all agreements, devices or arrangements designed to protect at
least one of the parties thereto from the fluctuations of interest rates,
commodity prices, exchange rates or forward rates applicable to such party’s
assets, liabilities or exchange transactions, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection
agreements, forward rate currency or interest rate options, puts and warrants,
and (b) any and all cancellations, buy backs, reversals, terminations or
assignments of any of the foregoing.


 


“IMI
Walleye LLC” shall mean IMI Walleye LLC, a Delaware limited liability
company.


 


“Indebtedness”
of any Person shall mean without duplication, (a) all liabilities and
obligations of such Person, whether consolidated or representing the
proportionate interest in any other Person, (i) in respect of borrowed
money (whether or not the recourse of the lender is to the whole of the assets
of such Person or only to a portion thereof, and including construction loans),
(ii) evidenced by bonds, notes, debentures or similar instruments, (iii) representing
the balance deferred and unpaid of the purchase price of any property or
services, except those incurred in the ordinary course of its business that
would constitute a trade payable to trade creditors (but specifically excluding
from such exception the deferred purchase price of real property),
(iv) evidenced by bankers’ acceptances, (v) consisting of
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from property now or hereafter owned or acquired by such
Person (in an amount equal to the lesser of the obligation so secured and the
fair market value of such property), (vi) consisting of Capitalized Lease
Obligations (including any Capitalized Leases entered into as a part of a
sale/leaseback transaction), (vii) consisting of liabilities and
obligations under any receivable sales transactions, (viii) consisting of
a letter of credit or a reimbursement obligation of such Person with respect to


 

















 


any letter of credit, or (ix) consisting of
Net Hedging Obligations; or (b) all Contingent Obligations and liabilities
and obligations of others of the kind described in the preceding clause (a) that such Person has guaranteed or
that is otherwise its legal liability and all obligations to purchase, redeem
or acquire for cash or non-cash consideration any Capital Stock or other equity
interests and (c) obligations of such Person to purchase for cash or
non-cash consideration Securities or other property arising out of or in
connection with the sale of the same or substantially similar securities or
property. For the avoidance of doubt, Indebtedness of any water, sewer, or
other improvement district that is payable from assessments or taxes on
property located within such district shall not be deemed to be Indebtedness of
any Person owning property located within such district; provided that such Person has
not otherwise obligated itself in respect of the repayment of such
Indebtedness.


 


“Indemnified
Liabilities” shall have the meaning given such term in Section 11.14
of the Credit Agreement.


 


“Indemnified
Person” shall have the meaning given such term in Section 11.14 of
the Credit Agreement.


 


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


 


“Initial
Financial Statements” shall have the meaning given such term in Section
6.1 of the Credit Agreement.


 


“Initial
Guarantors” shall mean MAC, the Westcor Guarantors, the Wilmorite
Guarantors and the Affiliate Guarantors who enter into Guaranties on or as of
the date hereof.


 


“Interest
Coverage Ratio” shall mean, at any time, the ratio of (i) EBITDA for the
twelve months then most recently ended (except that, with respect to any
Project that has not achieved Stabilization, EBITDA for such Project shall be
calculated for the most recent fiscal quarter and annualized), to (ii) Interest
Expense for such period (except that, with respect to any Project that has not
achieved Stabilization, Interest Expense for such Project shall be calculated
for the most recent fiscal quarter and annualized).


 


“Interest
Expense” shall mean, for any period, solely with respect to the
Consolidated Entities, the sum (without duplication) for such period of:  (i) total interest expense, whether paid or
accrued, of the Consolidated Entities, including fees payable in connection
with the Credit Agreement, charges in respect of letters of credit and the
portion of any Capitalized Lease Obligations allocable to interest expense,
including the Consolidated Entities’ share of interest expenses in Joint
Ventures but excluding amortization or write-off of debt discount and expense
(except as provided in clause (ii) below), (ii) amortization of costs related
to interest rate protection contracts and rate buydowns (other than the costs
associated with the interest rate buydowns completed in connection with the
initial public offering of MAC), (iii) capitalized interest, provided
that capitalized interest may be excluded from this clause (iii) to the extent
(A) such interest is paid or reserved out of any interest reserve established
under a loan facility; or (B) consists of interest imputed under GAAP in
respect of ongoing construction activities, but only to the extent such
interest has not actually been paid, and the amount thereof does not exceed
$20,000,000, (iv) for purposes of determining Interest Expense as used in the
Fixed


 

















 


Charge Coverage Ratio (both numerator and
denominator) only, amortization of Capitalized Loan Fees, (v) to the extent not
included in clauses (i), (ii), (iii) and (iv), any Consolidated Entities’ pro rata share of interest expense and
other amounts of the type referred to in such clauses of the Joint Ventures,
and (vi) interest incurred on any liability or obligation that constitutes a
Contingent Obligation of any Consolidated Entity. For purposes of clause (v),
any Consolidated Entities’ pro rata share
of interest expense or other amount of any Joint Venture shall be deemed equal
to the product of (a) the interest expense or other relevant amount of such
Joint Venture, multiplied by (b)
the percentage of the total outstanding Capital Stock of such Person held by
any Consolidated Entity, expressed as a decimal.


 


“Interest Period” shall mean:


 


(a)  for any Base Rate Borrowing, the period
commencing on the date of such borrowing and ending on the last day of the
calendar month in which made; provided, that if any Base Rate Borrowing
is converted to a LIBO Rate Borrowing, the applicable Base Rate Interest Period
shall end on such date; and


 


(b)  for any LIBO Rate Loan, the period commencing
on the date of such Loan and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as specified
in the applicable Borrowing Request or Rate Request;


 


provided, that (i) if any Interest Period would
end on a day other than a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless, in the case of a LIBO Rate
Borrowing only, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period pertaining to a LIBO
Rate Borrowing that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Loan initially shall be the date on which such Loan is made and thereafter
shall be the effective date of the most recent conversion or continuation of
such Loan.


 


“Interim
Loan” shall mean the “Interim Loan” under and as defined in the Existing
Term and Interim Loan Credit Agreement.


 


“Investment”
shall mean, with respect to any Person, (i) any purchase or other acquisition
by that Person of Securities, or of a beneficial interest in Securities, issued
by any other Person, (ii) any purchase by that Person of a Property or the
assets of a business conducted by another Person, and (iii) any loan (other
than loans to employees), advance (other than deposits with financial
institutions available for withdrawal on demand, prepaid expenses, accounts
receivable, advances to employees and similar items made or incurred in the
ordinary course of business) or capital contribution by that Person to any
other Person, including, without limitation, all Indebtedness to such Person
arising from a sale of property by such Person other than in the ordinary
course of its business. “Investment” shall not include (a) any promissory notes
or other consideration paid to it or by a tenant in connection with Project
leasing activities or (b) any purchase or other acquisition of Securities of,
or a loan, advance or capital contribution to, MAC


 

















 


or any Subsidiary of MAC by MAC or any other
Subsidiary of MAC. The amount of any Investment shall be the original cost of
such Investment, plus the cost of all additions thereto less the amount of any
return of capital or principal to the extent such return is in cash with
respect to such Investment without any adjustments for increases or decreases
in value or write-ups, write-downs or write-offs with respect to such
Investment. Notwithstanding the foregoing, Investments shall not include any
promissory notes received by a Person in connection with a Disposition.


 


“IRS”
shall mean the Internal Revenue Service or any entity succeeding to any of its
principal functions under the Code.


 


“Issuing
Lender” shall mean DBTCA, in its capacity as the issuer of Letters of
Credit hereunder, and its successors in such capacity as provided in Section 1.4(10)
of the Credit Agreement.


 


“Joint
Lead Arrangers” shall mean Deutsche Bank Securities, Inc. and J.P. Morgan
Securities Inc., in their
respective capacities as joint lead arrangers and joint book runners for the
credit facility evidenced by the Credit Agreement, together with its permitted
successors and assigns.


 


“Joint
Venture” shall mean, as to any Person: 
(i) any corporation fifty percent (50%) or less of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any
partnership, limited liability company, association, joint venture or similar
business organization fifty percent (50%) or less of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled. Notwithstanding the foregoing, a Joint Venture of MAC shall include
each Person, other than a Subsidiary, in which MAC owns a direct or indirect
equity interest. Unless otherwise expressly provided, all references in the
Loan Documents to a “Joint Venture” shall mean a Joint Venture of MAC.


 


“LC Collateral Account” shall have the
meaning given such term in Section 1.4(11) of the Credit Agreement.


 


“LC Disbursement” shall mean a payment
made by the Issuing Lender pursuant to a Letter of Credit.


 


“LC Exposure”
shall mean, at any time, the sum of (a) the aggregate undrawn amount of
all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed
by or on behalf of the Borrower at such time. The LC Exposure of any
Lender at any time shall be its Applicable Percentage of the total
LC Exposure at such time.


 


“Lenders”
shall mean each of the lenders from time to time party to the Credit Agreement,
including any Assignee permitted pursuant to Section 11.8 of the Credit
Agreement.


 

















 


“Letter
of Credit” shall mean any standby letter of credit issued pursuant to the
Credit Agreement.


 


“Letter
of Credit Collateral” shall have the meaning given such term in Section
1.4(11) of the Credit Agreement.


 


“Letter
of Credit Fee” shall have the meaning given such term in Section
2.11(2)(A) of the Credit Agreement.


 


“Letter
of Credit Request” shall have the meaning given such term in Section
1.4(2) of the Credit Agreement.


 


“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 for such Interest
Period and for an amount equal to the amount of such LIBO Rate Loan shown on
Dow Jones Telerate Page 3750 (or any equivalent successor page) at
approximately 11:00 (London time) two Eurodollar Business Days prior to the
first day of such Interest Period or if such rate is not quoted, the arithmetic
average as determined by the Administrative Agent of the rates at which
deposits in immediately available U.S. dollars in an amount equal to the amount
of such LIBO Rate Loan having a maturity approximately equal to such Interest
Period are offered to four (4) reference banks to be selected by the
Administrative Agent in the London interbank market, at approximately 11:00
a.m. (London time) two Eurodollar Business Days prior to the first day of such
Interest Period.


 


“LIBO
Rate Borrowing”, when used in reference to any Borrowing, refers to whether
the Loans comprising such Borrowing are bearing interest at a rate determined
by reference to the Applicable LIBO Rate.


 


“LIBO
Rate Loan”, when used in reference to any Loan, refers to whether the Loans
comprising such Borrowing are bearing interest at a rate determined by
reference to the Applicable LIBO Rate.


 


“LIBO
Reserve Percentage” shall mean with respect to an Interest Period for a
LIBO Rate Loan, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves and taking into account any
transitional adjustments) which is imposed under Regulation D on eurocurrency
liabilities.


 


“Lien”
shall mean any security interest, mortgage, pledge, lien, claim on property,
charge or encumbrance (including any conditional sale or other title retention
agreement), any lease in the nature thereof, and any agreement to give any
security interest.


 


“Loans”
shall mean the loans made by the Lenders to the Borrower pursuant to Section
1.1 of the Credit Agreement.


 


“Loan
Documents” shall mean the Credit Agreement, the Notes and each of the
following (but only to the extent evidencing, guaranteeing, supporting or
securing the obligations under the foregoing instruments and agreements), the
REIT Guaranty, each of the 


 

















 


Subsidiary Guaranties, any Guaranty executed
by any other Guarantor, the Pledge Agreements, and each other instrument,
certificate or agreement executed by the Borrower, MAC or the other Borrower
Parties in connection herewith, as any of the same may be Modified from time to
time.


 


“Loan
Month” shall mean any full calendar month during the term of the Revolving
Credit Facility, with the first Loan Month being August, 2006, which first Loan
Month shall be deemed to include the partial month commencing on the Closing
Date.


 


“MAC”
shall have the meaning given such term in the preamble to the Credit Agreement.


 


“Macerich
Core Entities” shall mean collectively, (i) the Consolidated Entities, and
(ii) any Joint Venture in which any Consolidated Entity is a general partner or
in which any Consolidated Entity owns more than 50% of the Capital Stock.


 


“Macerich
Entities” shall mean the Borrower Parties, and all Subsidiary Entities of
the Borrower Parties. “Macerich Entity” shall mean any one of the
Macerich Entities.


 


“Macerich
Partnership” shall have the meaning given such term in the preamble to the
Credit Agreement.


 


“Macerich
TWC Corp.” shall mean Macerich TWC II Corp., a Delaware corporation.


 


“Macerich
TWC LLC” shall mean Macerich TWC II LLC, a Delaware limited liability
company.


 


“Macerich
Walleye LLC” shall mean Macerich Walleye LLC, a Delaware limited liability
company.


 


“Macerich
WRLP Corp.” shall mean Macerich WRLP Corp., a Delaware corporation.


 


“Macerich
WRLP LLC” shall mean Macerich WRLP LLC, a Delaware limited liability
company.


 


“Macerich
WRLP II Corp.” shall mean Macerich WRLP II Corp., a Delaware corporation.


 


“Macerich
WRLP II LP” shall mean Macerich WRLP II LP, a Delaware limited partnership.


 


“MACWH”
shall mean MACWH, L.P., a Delaware limited partnership.


 


“MACWH
Partnership Agreement” shall mean the 2005 Amended and Restated Agreement
of Limited Partnership of MACWH, between MACWH and the Borrower.


 


“Management
Companies” shall mean (a) Macerich Property Management Company, a Delaware
limited liability company, Macerich Management Company, a California
corporation,


 

















 


Westcor Partners LLC, an Arizona limited
liability company, Westcor Partners of Colorado LLC, a Colorado limited
liability company, Macerich Westcor Management LLC, a Delaware limited
liability company, Wilmorite Property Management, LLC, a Delaware limited
liability company, and includes their respective successors, and (b) with respect
to the Rochester Properties, the Rochester Manager and it successors and
assigns pursuant to the Rochester Management Agreement.


 


“Management
Contracts” shall mean any contract between any Management Company, on the
one hand, and any other Macerich Entity, on the other hand, relating to the
management of any Macerich Entity or any Joint Venture or any of the properties
of such Person, as the same may be amended from time to time.


 


“Margin
Stock” shall mean “margin stock” as defined in Regulation U.


 


“Master
Management Agreements” shall mean Management Contracts between a Macerich
Entity, as owner of a Project, and a Wholly Owned Subsidiary in the form of Exhibit
H-1 attached hereto (or with respect to Subsidiaries of Westcor or
Subsidiaries of Wilmorite, in the form that exists as of the Closing Date) with
such Modifications to such form as may be made by the Macerich Entities in
their reasonable judgment so long as such Modifications are fair, reasonable,
and no less favorable to the owner than would be obtained in a comparable
arm’s-length transaction with a Person not a Transactional Affiliate.


 


 “Material Adverse Effect” shall mean
with respect to (a) MAC and its Subsidiaries on a consolidated basis taken as a
whole or (b) the Macerich Partnership and its Subsidiaries on a consolidated
basis taken as a whole, any of the following (1) a material adverse change
in, or a material adverse effect upon, the operations, business, properties,
condition (financial or otherwise) or prospects of any of such Persons from and
after the Statement Date, (2) a material impairment of the ability of any
of such Persons to otherwise perform under any Loan Document; or (3) a
material adverse effect upon the legality, validity, binding effect or
enforceability against any of such Persons of any Loan Document.


 


“Measuring
Period” shall mean the period of four consecutive fiscal quarters ended on
the last day of the Fiscal Quarter most recently ended as to which operating
statements with respect to a Real Property have been delivered to the Lenders.


 


“Minority
Interest” shall mean all of the partnership units (as defined under the
Macerich Partnership’s partnership agreement) of the Macerich Partnership held
by any Person other than MAC.


 


“Modifications”
shall mean any amendments, supplements, modifications, renewals, replacements,
consolidations, severances, substitutions and extensions of any document or
instrument from time to time; “Modify”, “Modified,” or related words shall have
meanings correlative thereto.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc., or any successor thereto.


 

















 


“Mortgage
Loans” shall mean all loans owned or held by any of the Macerich Entities
secured by mortgages or deeds of trust on Retail Properties.


 


“Multiemployer
Plan” shall mean a “multiemployer plan” (within the meaning of Section
4001(a)(3) of ERISA) and to which any Consolidated Entity or any ERISA
Affiliate makes, is making, or is obligated to make contributions or, during
the preceding three calendar years, has made, or been obligated to make,
contributions.


 


“Net
Hedging Obligations” shall mean, as of any date of determination, the
excess (if any) of all “unrealized losses” over all “unrealized profits” of
such Person arising from Hedging Obligations as substantiated in writing by the
Borrower and approved by the Administrative Agent. “Unrealized losses” means
the fair market value of the cost to such Person of replacing such Hedging
Obligation as of the date of determination (assuming the Hedging Obligation
were to be terminated as of that date), and “unrealized profits” means the fair
market value of the gain to such Person of replacing such Hedging Obligation as
of the date of determination (assuming such Hedging Obligation were to be
terminated as of that date).


 


“Net
Income” shall mean, for any period, the net income (or loss), after
provision for taxes, of the Consolidated Entities determined on a consolidated
basis for such period taken as a single accounting period as determined in
accordance with GAAP, and including the Consolidated Entities’ pro rata share
of the net income (or loss) of any Joint Venture for such period, but excluding
(i) any recorded losses and gains and other extraordinary items for such
period; (ii) other non-cash charges and expenses (including non-cash charges
resulting from accounting changes), (iii) any gains or losses arising
outside of the ordinary course of business, and (iv) any charges for minority
interests in the Macerich Partnership held by Unaffiliated Partners. For
purposes hereof the Consolidated Entities’ pro rata share of the net income (or
loss) of any Joint Venture shall be deemed equal to the product of (i) the
income (or loss) of such Joint Venture, multiplied
by (ii) the percentage of the total outstanding Capital Stock of
such Person held by any Consolidated Entity, expressed as a decimal.


 


“Net
Worth” means, at any date, the sum of (i) the aggregate Gross Asset Value;
minus (2) the Total Liabilities.


 


“New
Borrowing” shall mean any new advance of funds by the Lenders to the
Borrower constituting either a Base Rate Loan or a LIBO Rate Loan.


 


“Non-Defaulting
Lender” shall mean each and every Lender, except those Lenders that have
defaulted in their respective obligations under the Credit Agreement
(including, without limitation, the obligations under Section 1.4(5) and
Section 1.5 of the Credit Agreement), as determined by the
Administrative Agent in its sole reasonable discretion.


 


“Northpark
Mall” shall mean Northpark Mall, a Retail Property located in Dallas,
Texas.


 


“Note”
shall mean a promissory note in the form of that attached to the Credit
Agreement as Exhibit I issued by the Borrower at the request of a Lender
pursuant to Section 1.8(6) of the Credit Agreement.


 

















 


“NPL”
shall have the meaning given such term in Section 6.15 of the Credit
Agreement.


 


“Obligations”
shall mean any and all debts, obligations and liabilities of the Borrower or
the other Borrower Parties to the Administrative Agent, the Issuing Lender, the
other Agents and the Lenders (whether now existing or hereafter arising,
voluntary or involuntary, whether or not jointly owed with others, direct or
indirect, absolute or contingent, liquidated or unliquidated, and whether or
not from time to time decreased or extinguished and later increased, created or
incurred), arising out of or related to the Loan Documents.


 


“OFAC”
shall have the meaning given such term in Section 6.26 of the Credit
Agreement.


 


“Organizational
Documents” shall mean:  (a) for
any corporation, the certificate or articles of incorporation, the bylaws, any
certificate of determination or instrument relating to the rights of preferred
shareholders of such corporation, and all applicable resolutions of the Board
of Directors (or any committee thereof) of such corporation, (b) for any
partnership, the partnership agreement, any certificate of formation, and any
other instrument or agreement relating to the rights between the partners or
pursuant to which such partnership is formed, (c) for any limited
liability company, the operating agreement, any articles of organization or
formation, and any other instrument or agreement relating to the rights between
the members, pertaining to the manager, or pursuant to which such limited
liability company is formed, and (d) for any trust, the trust agreement
and any other instrument or agreement relating to the rights between the
trustors, trustees and beneficiaries, or pursuant to which such trust is
formed.


 


“Original
Commitment Termination Date” shall mean April 25, 2010.


 


“Originating
Lender” shall have the meaning given such term in Section 11.8 of
the Credit Agreement.


 


“Other
Taxes” means any and all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies of a Governmental
Authority with respect to any payment made under any Loan Document or from the
execution, delivery or enforcement of any Loan Document.


 


“Outside
L/C Maturity Date” means the date six calendar months after the Commitment
Termination Date; provided that at any time prior to the extension of the Original
Commitment Termination Date in accordance with the terms and conditions of Section
1.7(5) of the Credit Agreement, if the Borrower has notified the
Administrative Agent in writing that it will exercise the option to extend the
Original Commitment Termination Date, until the Extended Commitment Termination
Date, such date shall be extended to twelve calendar months after the Original
Commitment Termination Date.


 


“Participant”
shall have the meaning given such term in Section 11.8 of the Credit
Agreement.


 


“Patriot
Act” shall have the meaning given such term in Section 6.26 of the
Credit Agreement.


 

















 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to
any of its principal functions under ERISA.


 


“Pension
Plan” shall mean a pension plan (as defined in Section 3(2) of ERISA)
subject to Title IV of ERISA which the Consolidated Entities or any ERISA
Affiliate sponsors, maintains, or to which it makes, is making, or is obligated
to make contributions, or in the case of a multiple employer plan (as described
in Section 4064(a) of ERISA) has made contributions at any time during the
immediately preceding five (5) plan years, but excluding any Multiemployer
Plan.


 


“Permitted
Encumbrances” shall mean any Liens with respect to the assets of the
Borrower Parties and Macerich Core Entities consisting of the following:


 


(a)                                  Liens (other than environmental Liens and
Liens in favor of the PBGC) with respect to the payment of taxes, assessments
or governmental charges in all cases which are not yet due or which are being
contested in good faith and with respect to which adequate reserves or other
appropriate provisions are being maintained in accordance with GAAP;


 


(b)                                 Statutory liens of carriers, warehousemen,
mechanics, materialmen, landlords, repairmen or other like Liens arising by
operation of law in the ordinary course of business for amounts which, if not
resolved in favor of the Borrower Parties or the Macerich Core Entities, could
not result in a Material Adverse Effect;


 


(c)                                  Liens securing the performance of bids, trade
contracts (other than borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;


 


(d)                                 Other Liens, incidental to the conduct of the
business of the Borrower Parties or the Macerich Core Entities, including Liens
arising with respect to zoning restrictions, easements, licenses, reservations,
covenants, rights-of-way, easements, encroachments, building restrictions,
minor defects, irregularities in title and other similar charges or
encumbrances on the use of the assets of the Borrower Parties or the Macerich
Core Entities which do not interfere with the ordinary conduct of the business
of the Borrower Parties or the Macerich Core Entities and that are not incurred
(i) in violation of any terms and conditions of the Credit Agreement; (ii) in
connection with the borrowing of money or the obtaining of advances or credit,
or (iii) in a manner which could result in a Material Adverse Effect;


 


(e)                                  Liens incurred or deposits made in the
ordinary course of business in connection with worker’s compensation,
unemployment insurance and other types of social security;


 


(f)                                    Any attachment or judgment Lien not constituting
an Event of Default;


 


(g)                                 Licenses (with respect to intellectual
property and other property), leases or subleases granted to third parties;


 

















 


(h)                                 any (i) interest or title of a lessor or
sublessor under any lease not prohibited by the Credit Agreement, (ii) Lien or
restriction that the interest or title of such lessor or sublessor may be
subject to, or (iii) subordination of the interest of the lessee or sublessee
under such lease to any Lien or restriction referred to in the preceding clause
(ii), so long as the holder of such Lien or restriction agrees to recognize the
rights of such lessee or sublessee under such lease;


 


(i)                                     Liens arising from filing UCC financing
statements relating solely to leases not prohibited by the Credit Agreement;


 


(j)                                     Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; and


 


(k)                                  Liens on personal property.


 


“Permitted
Mortgages” shall mean those certain mortgages and/or deeds of trust entered
into by Subsidiaries of the Borrower Parties with respect to Real Property
directly owned by such Subsidiaries of the Borrower Parties to the extent such
mortgages and deeds of trust are otherwise permitted under the Credit Agreement
(including Section 8.1(1) of the Credit Agreement).


 


“Permitted
MACWH Cash Distribution” shall have the meaning given such term in Section
8.4(4) of the Credit Agreement.


 


“Person”
shall mean any corporation, natural person, firm, joint venture, partnership,
trust, unincorporated organization, government or any department or agency of
any government.


 


“Plan”
shall mean an employee benefit plan (as defined in Section 3(3) of ERISA) which
the Consolidated Entities or any ERISA Affiliate sponsors or maintains or to
which the Consolidated Entities or any ERISA Affiliate makes, is making, or is
obligated to make contributions and includes any Pension Plan, other than a
Multiemployer Plan.


 


“Pledge
Agreements” shall mean, individually or collectively, each of the Pledge
Agreements dated as of even date herewith from Macerich Partnership, MAC and
the other Pledgors, each in substantially the form attached to the Credit
Agreement as Exhibit H, pursuant to which each of Macerich
Partnership, MAC and the other Pledgors shall pledge to the Collateral Agent,
for the ratable benefit of the Benefited Creditors, all of its direct and
indirect ownership interest in the Guarantors (or general partners thereof, as
the case may be) as further specified therein.


 


“Pledgors”
shall mean Macerich Partnership, MAC and Macerich WRLP II Corp.


 


“Potential
Default” shall mean an event which but for the lapse of time or the giving
of notice, or both, would constitute an Event of Default.


 

















 


“Prime
Rate” shall mean the fluctuating per annum rate announced from time to time
by DBTCA or any successor Administrative Agent at its principal office in New
York, New York as its “prime rate”. The Prime Rate is a rate set by DBTCA as
one of its base rates and serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto, and is
evidenced by the recording thereof after its announcement in such internal
publication or publications as DBTCA may designate. The Prime Rate is not tied
to any external index and does not necessarily represent the lowest or best
rate of interest actually charged to any class or category of customers. Each
change in the Prime Rate will be effective on the day the change is announced
within DBTCA.


 


“Prohibited
Person” shall have the meaning given such term in Section 6.26 of
the Credit Agreement.


 


“Project”
shall mean any shopping center, retail property, office building, mixed use
property or other income producing project owned or controlled, directly or
indirectly by a Macerich Entity. “Project” shall include the redevelopment, or
reconstruction of any existing Project.


 


“Property”
shall mean, collectively and severally, any and all Real Property and all
personal property owned or occupied by the subject Person. “Property” shall
include all Capital Stock owned by the subject Person in a Subsidiary Entity.


 


“Property
Expense” shall mean, for any Retail Property, all operating expenses
relating to such Retail Property, including the following items (provided,
however, that Property Expenses shall not include debt service, tenant
improvement costs, leasing commissions, capital improvements, Depreciation and
Amortization Expenses and any extraordinary items not considered operating
expenses under GAAP):  (i) all expenses
for the operation of such Retail Property, including any management fees
payable under the Management Contracts and all insurance expenses, but not
including any expenses incurred in connection with a sale or other capital or
interim capital transaction; (ii) water charges, property taxes, sewer rents
and other impositions, other than fines, penalties, interest or such
impositions (or portions thereof) that are payable by reason of the failure to
pay an imposition timely; and (iii) the cost of routine maintenance, repairs
and minor alterations, to the extent they can be expensed under GAAP.


 


“Property
Income” shall mean, for any Retail Property, all gross revenue from the
ownership and/or operation of such Retail Property (but excluding income from a
sale or other capital item transaction), service fees and charges and all
tenant expense reimbursement income payable with respect to such Retail
Property.


 


“Property
NOI” shall mean, for any Retail Property for any period, (i) all Property
Income for such period, minus
(ii) all Property Expenses for such period.


 


“Queens
Development Project” shall mean the Real Property and improvements located
at or adjacent to 90-15 Queen’s Blvd., Elmhurst, New York, commonly referred to
as “Queens Development Project” and owned by Macerich Queens Limited
Partnership and/or Macerich Queens Expansion, LLC.


 

















 


“Rate
Request” shall mean a request for the conversion or continuation of a Base
Rate Loan or LIBO Rate Loan as set forth in Section 1.6(2) of the Credit
Agreement.


 


“Real
Property” means each of those parcels (or portions thereof) of real
property, improvements and fixtures thereon and appurtenances thereto now or
hereafter owned or leased by the Macerich Entities.


 


“Real
Property Under Construction” shall mean Real Property for which
Commencement of Construction has occurred but construction of such Real
Property is not substantially complete or has not yet reached Stabilization.


 


“Regulation
D” shall mean Regulation D of the Board of Governors of the Federal Reserve
System from time to time in effect and shall include any successor or other
regulation of said Board of Governors relating to reserve requirements
applicable to member banks of the Federal Reserve System.


 


“Regulation
U” shall mean Regulation U of the Board of Governors of the Federal Reserve
System (12 C.F.R. § 221), as the same may from time to time be amended,
supplemented or superseded.


 


“REIT”
shall mean a domestic trust or corporation that qualifies as a real estate
investment trust under the provisions of Sections 856, et seq. of the Code.


 


“REIT
Guaranty” shall mean the credit guaranty executed by MAC in favor of DBTCA
(or a successor Administrative Agent), in its capacity as Administrative Agent
for the benefit of the Lenders, as the same may be Modified from time to time.


 


“Related
Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person’s Affiliates.


 


“Reportable
Event” shall mean any of the events set forth in Section 4043(b) of ERISA
or the regulations thereunder, other than any such event for which the thirty
(30)-day notice requirement under ERISA has been waived in regulations issued
by the PBGC.


 


“Required
Benefited Creditors” shall have the meaning given such term in the Pledge
Agreements.


 


“Required
Lenders” means, at any time, Lenders having Revolving Credit Exposures and
Unused Commitments representing an amount not less than 66 2/3% of the sum of the total Revolving Credit
Exposures and Unused Commitments at such time.


 


“Requirements
of Law” shall mean, as to any Person, the Organizational Documents of such
Person, and any law, treaty, rule or regulation, or a final and binding
determination of an arbitrator or a determination of a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.


 

















 


“Reserve
Adjusted LIBO Rate” shall mean, with respect to any LIBO Rate Loan, the
rate per annum calculated as of the first day of such Interest Period in
accordance with the following formula:


 


	
   

  	
  Reserve
  Adjusted LIBO Rate =

  	
  LR

  	
   

  
	
   

  	
  1-LRP

  	
   

  



 


where


	
  LR

  	
  =

  	
  LIBO
  Rate

  
	
  LRP

  	
  =

  	
  LIBO
  Reserve Percentage (expressed as a decimal)

  



 


“Responsible
Financial Officer” shall mean, with respect to any Person, the chief
financial officer or treasurer of such Person or any other officer, partner or
member having substantially the same authority and responsibility.


 


“Responsible
Officer” shall mean, with respect to any Person, the president, chief
executive officer, vice president, Responsible Financial Officer, general
partner or managing member of such Person or any other officer, partner or
member having substantially the same authority and responsibility.


 


“Restricted
Cash” shall mean any cash or cash equivalents held by any Person with
respect to which such Person does not have unrestricted access and unrestricted
right to expend such cash or expend or liquidate such permitted Investments.


 


“Retail
Property” or “Retail Properties” means any Real Property that is a
neighborhood, community or regional shopping center or mall or office building.


 


“Retail
Property Under Construction” shall mean Retail Property for which
Commencement of Construction has occurred but construction of such Retail
Property is not substantially complete or has not yet reached Stabilization.


 


“Revolving
Credit Exposure” shall mean, with respect to any Lender at any time, the
aggregate outstanding principal amount of such Lender’s Loans and
LC Exposure, at such time.


 


“Revolving
Credit Facility” shall mean this amended and restated credit facility which
provides for the extension of credit and the issuance of letters of credit from
time to time in an aggregate amount not to exceed $1,500,000,000, as set forth,
and subject to the terms of, the Credit Agreement.


 


“Rochester
Distribution” shall mean the distribution by MACWH of all of the membership
interests in Rochester Malls LLC to limited partners of MACWH in accordance
with Sections 8.7 or 8.8 of the MACWH Partnership Agreement.


 


“Rochester
Malls LLC” shall mean Rochester Malls LLC, a Delaware limited liability
company.


 


“Rochester
Management Agreement” shall mean the Management Contract between a Macerich
Entity which is an owner of a Rochester Property and the Rochester Manager in
the


 

















 


form of Exhibit D-2 attached hereto
with such Modifications to such form as may be made by the Macerich Entities in
their reasonable judgment so long as such Modifications are fair, reasonable,
and no less favorable to the owner than would be obtained in a comparable
arm’s-length transaction with a Person not a Transactional Affiliate.


 


“Rochester
Manager” shall mean Rochester Management, Inc., a Delaware corporation.


 


“Rochester
Properties” shall mean the Eastview Mall, Eastview Commons, Greece Ridge
Center, Marketplace Mall and Pittsford Plaza properties.


 


“S&P”
shall mean Standard & Poor’s Rating Services, a division of the McGraw-Hill
Companies, Inc., or any successor thereto.


 


“Secured
Indebtedness” shall mean that portion of the Total Liabilities that is,
without duplication: (i) secured by a Lien (excluding, however, the
Indebtedness under the Credit Agreement, the Existing Term Facility and the
Existing Term and Interim Loan Facility); or (ii) any unsecured Indebtedness of
any Subsidiary of a Borrower Party if such Subsidiary is not a Guarantor.


 


 “Secured Indebtedness Ratio” shall
mean, at any time, the ratio of (i) Secured Indebtedness to (ii) Gross Asset
Value for such period.


 


“Secured
Recourse Indebtedness” shall mean Secured Indebtedness to the extent the
principal amount thereof has been guaranteed by (or is otherwise recourse to)
any Borrower Party (other than a Borrower Party whose sole assets are (i)
collateral for such Secured Indebtedness; or (ii) Capital Stock in another
Borrower Party whose sole assets are such collateral and who otherwise meets
the criteria set forth in clauses (D) through (T) in the definition of Single
Purpose Entity).


 


“Securities”
means any stock, shares, partnership interests, voting trust certificates,
certificates of interest or participation in any profit sharing agreement or
arrangement, bonds, debentures, options, warrants, notes, or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as “securities” or any certificates
of interest, shares or participations in temporary or interim certificates for
the purchase or acquisition of, or any right to subscribe to, purchase or
acquire, any of the foregoing.


 


“Senior
Managing Agents” shall mean Bank of America, N.A., ING Real Estate Finance
(USA) LLC, and DekaBank Deutsche Girozentrale, in
their respective capacities as senior managing agents for the credit facility
evidenced by the Credit Agreement, together with their permitted successors and
assigns.


 


“Single
Purpose Entity” shall mean shall mean a Person, other than an individual,
which (A) is formed or organized solely for the purpose of holding,
directly or indirectly, an ownership interest in the Westcor Principal Entities
or the Wilmorite Principal Entity, (B) does not engage in any business
unrelated to clause (A) above, (C) has not and will not have any assets
other than those related to its activities in accordance with clauses (A) and
(B) above, (D) maintains its own


 

















 


separate books and records and its own
accounts, in each case which are separate and apart from the books and records
and accounts of any other Person, (E) holds itself out as being a Person,
separate and apart from any other Person, (F) does not and will not
commingle its funds or assets with those of any other Person, (G) conducts
its own business in its own name, (H) maintains separate financial
statements and files its own tax returns (or if its tax returns are
consolidated with those of MAC, such returns shall clearly identify such Person
as a separate legal entity), (I) pays its own debts and liabilities when
they become due out of its own funds, (J) observes all partnership,
corporate, limited liability company or trust formalities, as applicable, and
does all things necessary to preserve its existence, (K) except as
expressly permitted by the Loan Documents, maintains an arm’s-length
relationship with its Transactional Affiliates and shall not enter into any
Contractual Obligations with any Affiliates except as permitted under the
Credit Agreement, (L) pays the salaries of its own employees, if any, and
maintains a sufficient number of employees in light of its contemplated
business operations, (M) does not guarantee or otherwise obligate itself
with respect to the debts of any other Person, or hold out its credit as being
available to satisfy the obligations of any other Person, except with respect
to the Obligations and the “Obligations” under and as defined in the Existing
Term Credit Facility and the New Term and Interim Loan Facility and as
otherwise permitted under the Loan Documents, (N) does not acquire
obligations of or securities issued by its partners, members or shareholders,
(O) allocates fairly and reasonably shared expenses, including any
overhead for shared office space, (P) uses separate stationery, invoices,
and checks, (Q) does not and will not pledge its assets for the benefit of
any other Person (except as permitted under the Loan Documents) or make any
loans or advances to any other Person (except with respect to the obligations
and the “Obligations” under and as defined in the Existing Term Credit Facility
and the New Term and Interim Loan Facility), (R) does and will correct any
known misunderstanding regarding its separate identity, (S) maintains
adequate capital in light of its contemplated business operations, and
(T) has and will have a partnership or operating agreement, certificate of
incorporation or other organizational document which complies with the
requirements set forth in this definition.


 


“Solvent”
shall mean, when used with respect to any Person, that at the time of
determination:  (i) the fair saleable
value of its assets is in excess of the total amount of its liabilities
(including, without limitation, contingent liabilities); (ii) the present fair
saleable value of its assets is greater than its probable liability on its
existing debts as such debts become absolute and matured; (iii) it is then able
and expects to be able to pay its debts (including, without limitation,
contingent debts and other commitments) as they mature; and (iv) it has capital
sufficient to carry on its business as conducted and as proposed to be
conducted.


 


“Stabilization”
shall mean, with respect to any Real Property, the earlier of (i) the date on
which eighty-five percent (85%) or more of the Gross Leasable Area of such Real
Property has been subject to binding leases for a period of twelve (12) months
or longer, or (ii) the date twenty-four (24) months after the date that
substantially all portions of such Real Property are open to the public and
operating in the ordinary course of business.


 


“Stated
Amount” shall mean, with respect to any Letter of Credit, the maximum
amount available to be drawn thereunder, without regard to whether any
conditions to drawing could be met.


 


“Statement
Date” shall mean December 31, 2005.


 

















 


“Subsidiary”
shall mean, with respect to any Person: 
(a) any corporation more than fifty percent (50%) of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, (b) any
partnership, limited liability company, association, joint venture or similar
business organization more than fifty percent (50%) of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled, (c) with respect to MAC, any other Person in which MAC owns,
directly or indirectly, any Capital Stock and which would be combined with MAC
in the consolidated financial statements of MAC in accordance with GAAP; (d)
with respect to the Westcor Guarantors and the Westcor Principal Entities, any
other Person in which they own, directly or indirectly, any Capital Stock and
which would be combined with them in consolidated financial statements in
accordance with GAAP or (e) with respect to the Wilmorite Guarantors and the
Wilmorite Principal Entity, any other Person in which they own, directly or
indirectly, any Capital Stock and which would be combined with them in
consolidated financial statements in accordance with GAAP.


 


“Subsidiary
Entities” shall mean a Subsidiary or Joint Venture of a Person. Unless
otherwise expressly provided, all references in the Loan Documents to a
“Subsidiary Entity” shall mean a Subsidiary Entity of MAC.


 


“Subsidiary
Guaranties” shall mean each of the credit guaranties executed by each of
the Westcor Guarantors, the Wilmorite Guarantors and the Affiliate Guarantors
in favor of DBTCA (or a successor Administrative Agent), in its capacity as
Administrative Agent for the benefit of the Lenders, as the same may be
Modified from time to time.


 


“Supplemental
Guarantor” shall have the meaning set forth in Section 4.1 of the
Credit Agreement.


 


“Supplemental
Guaranties” shall mean a Guaranty executed by a Supplemental Guarantor
pursuant to Section 4.2 of the Credit Agreement.


 


“Syndication
Agent” shall mean JPMorgan Chase Bank, N.A., in its capacity as syndication
agent for the credit facility evidenced by the Credit Agreement, together with
its permitted successors and assigns.


 


“Taxes”
shall mean any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.


 


“Tax
Expense” shall mean (without duplication), for any period, total tax
expense (if any) attributable to income and franchise taxes based on or
measured by income, whether paid or accrued, of the Consolidated Entities,
including the Consolidated Entity’s pro rata
share of tax expenses in any Joint Venture. For purposes of this definition,
the Consolidated Entities’ pro rata
share of any such tax expense of any Joint Venture shall be deemed equal to the
product of (i) such tax expense of such Joint Venture, multiplied by (ii) the percentage of the
total outstanding Capital Stock of such Person held by the Consolidated Entity,
expressed as a decimal.


 

















 


“Total
Liabilities” shall mean, at any time, without duplication, the aggregate
amount of (i) all Indebtedness and other liabilities of the Consolidated
Entities reflected in the financial statements of MAC or disclosed in the notes
thereto (to the extent the same would constitute a Contingent Obligation), plus (ii) all Indebtedness and other
liabilities of all Joint Ventures reflected in the financial statements of such
Joint Ventures or disclosed in the notes thereto (to the extent the same would
constitute a Contingent Obligation) which are otherwise recourse to any
Consolidated Entity or any of its assets or that otherwise constitutes
Indebtedness of any Consolidated Entity (including any recourse obligations
arising as a result of a Consolidated Entity serving as a general partner,
directly or indirectly, in such Joint Ventures, unless such general partner is
a corporation whose sole asset is its general partnership interest and who
otherwise meets the criteria set forth in clauses (D) through (T) in the
definition of Single Purpose Entity); provided
that, notwithstanding this clause (ii), those certain guarantees
described on Schedule G-2 to the Credit Agreement, which liabilities
thereunder are recourse, directly or indirectly, to any of the Westcor
Principal Entities or their Subsidiaries or the Wilmorite Principal Entity or
its Subsidiaries, shall be considered an obligation governed by clause (iii)
below, plus (iii) the
Consolidated Entities’ pro rata
share of all Indebtedness and other liabilities reflected in the financial
statements of any Joint Venture or disclosed in the notes thereto (to the
extent the same would constitute a Contingent Obligation) not otherwise
constituting Indebtedness of or recourse to any Consolidated Entity or any of
its assets, plus (iv) all
liabilities of the Consolidated Entities with respect to purchase and
repurchase obligations, provided that any obligations to acquire
fully-constructed Real Property shall not be included in Total Liabilities
prior to the transfer of title of such Real Property. With respect to any Real
Property Under Construction as to which any Consolidated Entity has provided an
outstanding and undrawn letter of credit relating to the performance and/or
completion of construction at such property, the amount of Indebtedness
evidenced by such letter of credit shall be included in Total Liabilities if:
(a) such Indebtedness does not duplicate Indebtedness incurred in respect of
such Real Property Under Construction (including any off-site improvements
associated therewith); (b) such Indebtedness is required by GAAP to be
reflected on the liability side of any Consolidated Entities’ balance sheet;
and (c) to the extent such Indebtedness is not required by GAAP to be reflected
on the liability side of any Consolidated Entities’ balance sheet, then such
Indebtedness shall only be included to the extent the amount of such
Indebtedness exceeds $40,000,000. For purposes of clause (iii), the
Consolidated Entities’ pro rata
share of all Indebtedness and other liabilities of any Joint Venture shall be
deemed equal to the product of (a) such Indebtedness or other liabilities, multiplied by (b) the percentage of the
total outstanding Capital Stock of such Person held by any Consolidated Entity,
expressed as a decimal.


 


 “Transactional Affiliates” shall have
the meaning given such term in Section 8.6 of the Credit Agreement.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the Applicable LIBO Rate or the Applicable Base Rate.


 


“UCC”
shall mean the Uniform Commercial Code.


 


“Unaffiliated
Partners” shall mean Persons who own, directly or indirectly at any tier, a
beneficial interest in the Capital Stock of a Subsidiary Entity, but such
Persons shall exclude:


 

















 


(i) the Macerich Entities; (ii) Affiliates of
Macerich Entities; (iii) Persons whose Capital Stock or beneficial interest
therein is owned, directly or indirectly at any tier, by the Macerich Entities
or their Affiliates.


 


“Unencumbered
Property” shall have the meaning set forth in Section 4.2 of the
Credit Agreement.


 


“Unfunded
Pension Liability” shall mean the excess of a Pension Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Plan’s assets, determined in accordance with the assumptions used for funding
the Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.


 


“Unused
Commitments” shall mean, with respect to any Lender at any time, the
difference of (i) the total amount of such Lender’s Commitment and (ii) such
Lender’s Revolving Credit Exposure.


 


“Unused
Line Fee” shall have the meaning as set forth in Section 2.11 of the Credit
Agreement.


 


“Usage
Percentage” shall mean the ratio, expressed as a percentage, of (i) the sum
of (x) the average daily outstanding amount of Loans and (y) the undrawn face
amount of all outstanding Letters of Credit, to (ii) the aggregate amount of
the Lenders’ Commitments during such period.


 


“Walleye
Investment LLC” shall mean Walleye Retail Investments LLC, a Delaware
limited liability company.


 


“Westcor”
shall mean (i) the Westcor Principal Entities, (ii) the Westcor Guarantors,
(iii) the Subsidiaries of the Westcor Guarantors; and (iv) any other Person the
accounts of which would be consolidated with those of the Westcor Guarantors in
consolidated financial statements in accordance with GAAP. When the context so
requires, “Westcor” shall mean any of the Persons described above.


 


“Westcor
Guarantors” shall mean Macerich WRLP Corp., Macerich WRLP LLC, Macerich
WRLP II Corp., Macerich WRLP II LP, Macerich TWC Corp. and Macerich TWC LLC.


 


“Westcor
Principal Entities” shall mean, jointly and severally, Westcor Realty
Limited Partnership and The Westcor Company II Limited Partnership.


 


“Wholly-Owned”
shall mean, with respect to any Real Property, Capital Stock, or other Property
owned or leased, that (i) title to such Property is held directly by, or such
Property is leased by, the Macerich Partnership, or (ii) in the case of Real
Property or Capital Stock, title to such property is held by, or (in the case
of Real Property) such Property is leased by, a Consolidated Entity at least
99% of the Capital Stock of which is held of record and beneficially by the
Macerich Partnership (or a Person whose Capital Stock is owned 100% by Macerich
Partnership) and the balance of the Capital Stock of which (if any) is held of
record and 


 

















 


beneficially by MAC (or a Person whose
Capital Stock is owned 100% by MAC). References to Property Wholly-Owned by
Westcor or a Macerich Entity shall mean property 100% owned by such Person.


 


“Wholly-Owned
Raw Land” shall mean Wholly-Owned land that is not under development and
for which no development is planned to commence within twelve (12) months after
the date on which it was acquired.


 


“Wilmorite”
shall mean (i) the Wilmorite Principal Entity, (ii) the Wilmorite Guarantors,
(iii) the Subsidiaries of the Wilmorite Guarantors; and (iv) any other Person
the accounts of which would be consolidated with those of the Wilmorite
Guarantors in consolidated financial statements in accordance with GAAP. When
the context so requires, “Wilmorite” shall mean any of the Persons described
above.


 


“Wilmorite
Acquisition” shall mean that certain acquisition by MAC and the Borrower of
Wilmorite Properties, Inc., MACWH and their subsidiaries pursuant to the
Wilmorite Merger Agreement.


 


“Wilmorite
Guarantors” shall mean Macerich Walleye LLC, IMI Walleye LLC and Walleye
Investments LLC; provided that on the Wilmorite Release Date, IMI Walleye LLC
and Walleye Investments LLC shall cease to be the Wilmorite Guarantors.


 


“Wilmorite
JV Investment” shall mean the acquisition by a Person that is not an
Affiliate of MAC of limited liability interests of IMI Walleye LLC.


 


“Wilmorite
Merger Agreement” shall mean an Agreement and Plan of Merger, dated as of
December 22, 2004, among MAC, the Borrower, MACW, Inc., Wilmorite Properties,
Inc. and MACWH.


 


“Wilmorite
Principal Entity” shall mean MACWH.


 


“Wilmorite
Release Date” shall have the meaning given such term in Section 4.4
of the Credit Agreement.


 

















 


11.23.                                                                  Other Interpretive Provisions.


 


(1)                                  The meanings of defined terms are equally
applicable to the singular and plural forms of the defined terms. Terms
(including uncapitalized terms) not otherwise defined herein and that are
defined in the UCC shall have the meanings therein described.


 


(2)                                  The words “hereof”, “herein”, “hereunder” and
similar words refer to this Agreement as a whole and not to any particular
provision of this Agreement; and Section, subsection, Schedule and Exhibit
references are to this Agreement unless otherwise specified.


 


(3)                                  (i)                                     The term “documents” includes any and all
instruments, documents, agreements, certificates, indentures, notices and other
writings, however evidenced;


 


(ii)                                  The term “including” is not limiting and
means “including without limitation;”


 


(iii)                               In the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and
including,” the words “to” and “until” each mean “to but excluding,” and the
word “through” means “to and including;”


 


(iv)                              The term “property” includes any kind of
property or asset, real, personal or mixed, tangible or intangible; and


 


(v)                                 The verb “exists” and its correlative noun
forms, with reference to a Potential Default or an Event of Default, means that
such Potential Default or Event of Default has occurred and continues uncured
and unwaived.


 


(4)                                  Unless otherwise expressly provided herein,
(i) references to agreements (including this Agreement) and other
contractual instruments shall be deemed to include all subsequent Modifications
thereto, but only to the extent such Modifications are not prohibited by the
terms of any Loan Document, (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting the statute
or regulation, and (iii) references to any Person include its permitted
successors and assigns.


 


(5)                                  This Agreement and the other Loan Documents
may use several different limitations, tests or measurements to regulate the
same or similar matters. All such limitations, tests and measurements are
cumulative and shall each be performed in accordance with their terms.