Exhibit
10.1.12


 


THIRTEENTH AMENDMENT TO THE


AMENDED AND RESTATED


LIMITED PARTNERSHIP AGREEMENT OF


THE MACERICH PARTNERSHIP, L.P.


 


THIS THIRTEENTH AMENDMENT (the “Amendment”)
TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT DATED AS OF MARCH 16,
1994, AMENDED AS OF AUGUST 14, 1995, FURTHER AMENDED AS OF JUNE 27,
1997, FURTHER AMENDED AS OF NOVEMBER 16, 1997, FURTHER AMENDED AS OF
FEBRUARY 25, 1998, FURTHER AMENDED AS OF FEBRUARY 26, 1998, FURTHER
AMENDED AS OF JUNE 17, 1998, FURTHER AMENDED AS OF DECEMBER 23, 1998,
FURTHER AMENDED AS OF NOVEMBER 9, 2000, FURTHER AMENDED AS OF
JULY 26, 2002, FURTHER AMENDED AS OF OCTOBER 26, 2006, FURTHER AMENDED AS
OF MARCH 16, 2007 AND FURTHER AMENDED AS OF APRIL 30, 2009 (the “Agreement”) OF THE MACERICH PARTNERSHIP,
L.P. (the “Partnership”) is dated
effective as of October 29, 2009. All capitalized terms used herein and
not defined shall have the respective meanings ascribed to them in the
Agreement.


 


WHEREAS, Section 12.1(c) of
the Agreement permits The Macerich Company, the general partner of the
Partnership (the “General Partner”),
without the consent of the Limited Partners, to amend the Agreement, among
other things, to reflect a change that does not adversely affect the Limited
Partners; and


 


WHEREAS, the General Partner
desires by this Amendment to amend the Agreement as of the date hereof.


 


NOW, THEREFORE, in
consideration of the mutual covenants set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the General Partner hereby amends the Agreement as follows:


 


1.             Amendment to the Agreement


 


The General Partner, as
general partner of the Partnership and as attorney-in-fact for its Limited
Partners, hereby amends the Agreement as follows:


 


A.    The Glossary of Defined
Terms of the Agreement is amended by striking the following definition:


 


“Ineligible
Unit” has the meaning set forth in Section 3.10 of the Allocations Exhibit


 


B.    Section 3.10(a) is
amended by replacing the existing text with the following:


 


(a) After giving effect to the special allocations set forth in
Sections 3.1 through 3.9 hereof, and the allocations of Net Income (including,
for the avoidance of doubt, Liquidating Gains that are a component of Net
Income) under Subsections 2.1(a) through (e) above, but before
allocations of Net Income are made under Section 2.1(f) above, any
remaining Liquidating Gains shall first be allocated to the holders of LTIP 


 

















 


Units until the Economic Capital Account Balances of such holders, to the
extent attributable to their ownership of LTIP Units, are equal to (i) the
Common Unit Economic Balance, multiplied by (ii) the number of their LTIP
Units (with respect to each holder, the “ Target Balance “). If not all LTIP
Units are fully booked up, Liquidating Gains shall be allocated among LTIP
Units in a manner reasonably determined by the General Partner. For the
avoidance of doubt, Liquidating Gains allocated with respect to an LTIP Unit
pursuant to this Section 3.10(a) shall reduce (but not below zero)
the Book-Up Target for such LTIP Unit


 


2.             Continuation of the Agreement


 


The Agreement and this
Amendment shall be read together and shall have the same force and effect as if
the provisions of the Agreement and this Amendment were contained in one document. 
Any provisions of the Agreement not amended by this Amendment shall remain in
full force and effect as provided in the Agreement immediately prior to the
date hereof.


 


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


 


 


	
   

  	
  GENERAL PARTNER:

  
	
   

  	
   

  
	
   

  	
  THE MACERICH COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Bayer

  
	
   

  	
   

  	
  Name: Richard A. Bayer

  
	
   

  	
   

  	
  Title: Senior Executive
  Vice President, Chief Legal Officer and Secretary

  



 


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