Exhibit 10.3


 


EXECUTION COPY


 


FIRST AMENDMENT TO THE AMENDED AND RESTATED TERM LOAN
FACILITY 


CREDIT AGREEMENT


 


This
FIRST AMENDMENT TO THE AMENDED AND RESTATED TERM LOAN FACILITY CREDIT AGREEMENT
(this “First Amendment”) is made and dated as of the 20th day of July,
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” or “DBTCA”) and as
collateral agent for the Benefited Creditors.


 


RECITALS


 


A.                                   Amended and Restated Credit Agreement, dated
as of April 25, 2005, as amended or otherwise modified to date (the “Credit
Agreement”), by and among the Borrower, MAC, the lenders from time to time
party thereto (the “Existing Lenders”), and the Administrative Agent,
the Existing Lenders have made a term loan to the Borrower in the principal
amount of $250,000,000. Initially capitalized terms used herein and not
otherwise defined have the respective meanings given to such terms in the
Credit Agreement.


 


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


 


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


 


1

















 


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


 


AGREEMENT


 


1.                                       (I)  Amendment
to Annex I of the Loan Agreement. Effective as of the date hereof, Annex I
of the Loan Agreement is hereby amended as follows:


 


(a)                                  The definition of “Disposition Promissory
Note” is hereby deleted in its entirety.


 


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


 


“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.


 


(c)                                  The definition of “Existing Revolving
Credit Agreement” is hereby amended in its entirety to read as follows:


 


“Existing
Revolving Credit Agreement” shall mean that certain Credit Agreement
evidencing the Existing Revolving Credit 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.


 


(d)                                 The definition of “Existing Revolving
Credit Facility” is hereby amended in its entirety to read as follows:


 


2

















 


“Existing
Revolving Credit Facility” shall mean that certain credit facility
evidenced by the Existing Revolving Credit Agreement, which provides for the
funding of certain revolving loans and the issuance of letters of credit to,
and on behalf of, Macerich Partnership in the aggregate committed amount of, as
of the date hereof, $1,500,000,000 at any one time outstanding.


 


(e)                                  The definition of “Fixed Charges” is
hereby amended in its entirety to read as follows:


 


“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 Interim Loan or Term
Loan), (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.


 


(f)                                    The definition of “Gross Asset Value”
is hereby amended in its entirety to read as follows:


 


“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


 


3

















 


(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


 


4

















 


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.


 


(g)                                 The definition of “Intangible Assets”
is hereby deleted in its entirety.


 


(h)                                 The definition of “Lakewood Center
Property” is hereby deleted in its entirety.


 


(i)                                     The definition of “Net Worth” is
hereby amended in its entirety to read as follows:


 


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


 


(j)                                     The definition of “Permitted WHLP Cash
Distribution” is hereby amended in its entirety to read as follows:


 


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


 


5

















 


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


 


“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


 


(l)                                     The definition of “Rochester Distribution”
is hereby amended in its entirety to read as follows:


 


“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.


 


(m)                               The definition of “Tangible Net Worth”
is hereby deleted in its entirety.


 


(n)                                 The definition of “Westcor Assets” is
hereby deleted in its entirety.


 


(o)                                 The definition of “WHLP” is hereby
deleted in its entirety.


 


(p)                                 The definition of “WHLP Partnership
Agreement” is hereby deleted in its entirety.


 


(q)                                 The definition of “Wilmorite Acquisition”
is hereby amended in its entirety to read as follows:


 


“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.


 


(r)                                    The definition of “Wilmorite Assets”
is hereby deleted in its entirety.


 


(s)                                  The definition of “Wilmorite Merger
Agreement” is hereby amended in its entirety to read as follows:


 


6

















 


“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.


 


(t)                                    The definition of “Wilmorite Principal
Entity” is hereby amended in its entirety to read as follows:


 


“Wilmorite
Principal Entity” shall mean MACWH.


 


(II)                                The following definitions of “MACWH”
and “MACWH Partnership Agreement” are hereby added to Annex I of the
Credit Agreement in the appropriate alphabetical order:


 


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


 


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


 


(III)                            Amendment to Section 7.1(1) of the Loan
Agreement. Effective as of
the date hereof, Section 7.1(1) of the Loan Agreement is hereby amended by
deleting “PricewaterhouseCoopers” and replacing the same with “Deloitte &
Touche.”


 


(IV)                            Amendment to Section 8.4(4) of the Loan
Agreement. Effective as of
the date hereof, Section 8.4(4) of the Loan Agreement is hereby amended in its
entirety to read as follows:


 


“(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”


 


(V)                                Amendment to Section 8.11(2) of the Loan
Agreement. Effective as of
the date hereof, Section 8.11(2) of the Loan Agreement is hereby amended in its
entirety to read as follows:


 


7

















 


“(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.”


 


(VI)                            Amendment to Section 8.12(1) of the Loan
Agreement. Effective as of
the date hereof, Section 8.12(1) of the Loan Agreement is hereby amended in its
entirety to read as follows:


 


“(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.                                       Amendment Effective. This First Amendment will be effective
when:


 


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


 


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


 


3.                                       Covenants, Representations and Warranties of
the Borrower.


 


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


 


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


 


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


 


8

















 


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


 


4.                                       Effect Upon Loan Documents.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signatures
Begin on Next Page]


 


9

















 


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


 


BORROWER:


 


	
   

  	
  THE
  MACERICH PARTNERSHIP, L.P.,

  
	
   

  	
  a
  Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The
  Macerich Company,

  
	
   

  	
   

  	
  a
  Maryland corporation,

  
	
   

  	
   

  	
  Its
  general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
      /s/
  Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard
  A. Bayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice 

  
	
   

  	
   

  	
   

  	
   

  	
  President,
  

  
	
   

  	
   

  	
   

  	
   

  	
  Chief
  Legal Officer

  & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE
  MACERICH COMPANY,

  
	
   

  	
  a
  Maryland corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Richard A. Bayer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard
  A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, 

  
	
   

  	
   

  	
   

  	
  Chief
  Legal Officer

  
	
   

  	
   

  	
   

  	
  &
  Secretary

  
									



 

















 


	
   

  	
  MACERICH
  TWC II CORP.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  
	
   

  	
  By:

  	
      /s/
  Richard A. Bayer

  	
   

  
	
   

  	
  Name:
  

  	
  Richard
  A. Bayer

  
	
   

  	
  Title:

  	
  Executive
  Vice President, 

  Chief Legal Officer

  & 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

  & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MACERICH
  WRLP CORP.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
       /s/
  Richard A. Bayer

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Richard
  A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, 

  Chief Legal Officer

  & 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

  & Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MACERICH
  WRLP II CORP.,

  	
   

  
	
   

  	
  a
  Delaware corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
      /s/
  Richard A. Bayer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard
  A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, 

  Chief Legal Officer

  & 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

  
	
   

  	
   

  	
  &
  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

  & 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

  & 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

  & 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/  Alice
  Ha

  	
   

  
	
   

  	
  Name:

  	
  Alice
  Ha

  
	
   

  	
  Title:

  	
  Associate

  



 

















 


	
   

  	
  WELLS
  FARGO BANK, National Association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Bryan
  Stevens

  	
   

  
	
   

  	
  Name:

  	
  Bryan
  Stevens

  
	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  U.S.
  BANK, NATIONAL ASSOCIATION, a 

  national banking association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Wayne
  Choi

  	
   

  
	
   

  	
  Name:

  	
  Wayne
  Choi

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  



 

















 


	
   

  	
  SOCIETE
  GENERALE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Jeffrey
  C. Schultz

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey
  C. Schultz

  
	
   

  	
  Title:

  	
  Director