Exhibit 10.1


 


TWELFTH AMENDMENT TO THE


AMENDED AND RESTATED


LIMITED PARTNERSHIP AGREEMENT OF


THE MACERICH PARTNERSHIP, L.P.


 


THIS TWELFTH 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 AND FURTHER AMENDED
AS OF MARCH 16, 2007 (the “Agreement”)
OF THE MACERICH PARTNERSHIP, L.P. (the “Partnership”)
is dated effective as of April 30, 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.           Exhibit E of the Agreement is
amended by amending and restating Paragraph 10(a) by adding the following
sentence to the end of Paragraph 10(a):


 


“Notwithstanding
the foregoing, the Conversion Factor shall not be adjusted in connection with an
event described in subsection (i) above if, in connection with such event,
the Partnership makes a distribution of cash, Partnership Units and/or Shares with
respect to all applicable Common Units that is comparable as a whole in all
material respects with such an event described in subsection (i) above.”


 

















 


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

  
	
   

  	
   

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Senior Executive Vice
  President,

  Chief Legal Officer and Secretary

  



 


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