FIRST AMENDMENT TO THE $1,500,000,000 SECOND AMENDED AND RESTATED REVOLVING LOAN FACILITY CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

FIRST AMENDMENT TO THE $1,500,000,000 SECOND AMENDED AND
RESTATED REVOLVING LOAN FACILITY CREDIT AGREEMENT

This FIRST AMENDMENT TO THE $1,500,000,000 SECOND AMENDED AND RESTATED REVOLVING LOAN FACILITY CREDIT AGREEMENT (this “First Amendment”) is made and dated as of the 3rd day of July, 2007, 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. Pursuant to that certain Second Amended and Restated Credit Agreement, dated as of July 20, 2006, 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 $1,500,000,000 of revolving credit facilities available to the Borrower and certain subsidiaries and affiliates of the Borrower.  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.

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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. Amendments to Annex I of the Credit Agreement.  Effective as of the date hereof, Annex I of the Credit Agreement is hereby amended as follows:

(a) The definition of “Affiliate Guarantors” is hereby amended by deleting the words “Macerich Great Falls Limited Partnership, a California limited partnership” and “Macerich Oklahoma Limited Partnership, a California limited partnership” from that definition.

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

“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 60%		0	%
Greater than or equal to 60%		.10	%

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 .10%.  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.

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

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“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%		0.75	%
Greater than or equal to 50% but less than 55%		0.90	%
Greater than or equal to 55% but less than 60%		1.00	%
Greater than or equal to 60%		1.10	%

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 1.1%.  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.

(d) The definition of “Applicable Unused Line Fee Percentage” is hereby amended in its entirety to read as follows:

“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:

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Usage Percentage		Unused Line Fee Rate
Less than 50%		0.15	%
Greater than or equal to 50%		0.10	%

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 this First Amendment), 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.

(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.

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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]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the $1,500,000,000 Second Amended and Restated Revolving 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/ Xxxxxxx X. Xxxxx
			Name:	Xxxxxxx X. Xxxxx
			Title:	Executive Vice President, Secretary
				and General Counsel

GUARANTORS:

	THE MACERICH COMPANY,
	a Maryland corporation
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Executive Vice President, Secretary
			and General Counsel

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

	MACERICH TWC II CORP.,
	a Delaware corporation
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Executive Vice President, Secretary and
			General Counsel

	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/ Xxxxxxx X. Xxxxx
				Name:	Xxxxxxx X. Xxxxx
				Title:	Executive Vice President,
					Secretary and General
					Counsel

	MACERICH WRLP CORP.,
	a Delaware corporation
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Executive Vice President, Secretary and
			General Counsel

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

	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/ Xxxxxxx X. Xxxxx
				Name:	Xxxxxxx X. Xxxxx
				Title:	Executive Vice President,
					Secretary and General
					Counsel

	MACERICH WRLP II CORP.,
	a Delaware corporation
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Executive Vice President, Secretary and
			General Counsel

	MACERICH WRLP II, LP,
	a Delaware limited liability company
	By:	Macerich WRLP II Corp.,
		a Delaware corporation,
		Its general partner
		By:	/s/ Xxxxxxx X. Xxxxx
			Name:	Xxxxxxx X. Xxxxx
			Title:	Executive Vice President, Secretary
				and General Counsel

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

	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/ Xxxxxxx X. Xxxxx
				Name:	Xxxxxxx X. Xxxxx
				Title:	Executive Vice President,
					Secretary and General
					Counsel

	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/ Xxxxxxx X. Xxxxx
				Name:	Xxxxxxx X. Xxxxx
				Title:	Executive Vice President,
					Secretary and General
					Counsel

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

	MACERICH WESTSIDE ADJACENT LIMITED
	PARTNERSHIP,
	a California limited partnership
	By:	Macerich Westside Adjacent GP Corp.,
		a Delaware corporation,
		Its general partner
		By:	/s/ Xxxxxxx X. Xxxxx
			Name:	Xxxxxxx X. Xxxxx
			Title:	Executive Vice President, Secretary
				and General Counsel

	MACERICH SASSAFRAS LIMITED PARTNERSHIP,
	a California limited partnership
	By:	Macerich Sassafras GP Corp.,
		a Delaware corporation,
		Its general partner
		By:	/s/ Xxxxxxx X. Xxxxx
			Name:	Xxxxxxx X. Xxxxx
			Title:	Executive Vice President, Secretary
				and General Counsel

	NORTHGATE MALL ASSOCIATES,
	a California general partnership
	By:	The Macerich Company,
		a Maryland corporation,
		Its general partner
		By:	/s/ Xxxxxxx X. Xxxxx
			Name:	Xxxxxxx X. Xxxxx
			Title:	Executive Vice President, Secretary
				and General Counsel

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

	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/ Xxxxxxx X. Xxxxx
					Name:	Xxxxxxx X. Xxxxx
					Title:	Executive Vice
						President, Secretary and
						General Counsel

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

LENDERS AND AGENTS:

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as
	Administrative Agent and a Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Director
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Director

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

Comerica Bank

By:	/s/ Xxxxx Xxxxxxxxx
Name:	XXXXX XXXXXXXXX
Title:	VICE PRESIDENT

P

XXXXXXX XXXXX CREDIT PARTNERS L.P.

By:	/s/ Xxxxxxx Xxxxxx
Name:	Xxxxxxx Xxxxxx
Title:	Authorized Signatory

Emigrant Realty Finance, LLC

By:	/s/ Xxxxx X. Xxxxxxxx
Name:	Xxxxx X. Xxxxxxxx
Title:	Managing Director

BARCLAYS BANK PLC

By:	/s/ Xxxxxx Xxxx
Name:	Xxxxxx Xxxx
Title:	Manager

XXX XXX COMMERCIAL BANK, LTD.

NEW YORK AGENCY

By:	/s/ Xxxxx Xxxxx
Name:	Xxxxx Xxxxx
Title:	Assistant Vice President

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

By:	/s/ Xxxxxxxx Xxx
Name:	Xxxxxxxx Xxx
Title:	EVP & General Manager

[MIDFIRST BANK, a federally chartered savings association]

By:	/s/ Xxxx X. Xxxxxx
	Xxxx X. Xxxxxx
	Vice President

Union Bank of California

By:	/s/ Xxxxxxx Xxxxx
Name:	Xxxxxxx Xxxxx
Title:	Vice President

People’s United Bank

By:	/s/ Xxxxxxx Xxx
Name:	Xxxxxxx Xxx
Title:	Vice President

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

Mega International Commercial Bank Co., Ltd., Los Angeles Branch

By:	/s/ Xxxx Xxxx Xxx
Name:	Xxxx Xxxx Liu
Title:	SVP & General Manager

XXXXX FARGO BANK, NATIONAL ASSOCIATION

By:	/s/ Xxxxx Xxxxxxx
Name:	Xxxxx Xxxxxxx
Title:	Vice President

Xxxxx Xxx Commercial Bank, Ltd., New York Branch

By:	/s/ Xxx X.X. Xxxx
Name:	Xxx X.X. Xxxx
Title:	VP & General Manager

BAYERISCHE LANDESBANK, New York Branch

By:	/s/ Xxxxxxx Xxxxxx
	Xxxxxxx Xxxxxx
	First Vice President

By:	/s/ Xxxxx X. Xxxxxx
	Xxxxx X. Xxxxxx
	Vice President

	EUROHYPO AG, NEW YORK BRANCH, as
	Lender
	By:	/s/ Xxxxxx X. Xxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxx
		Title:	Director
	By:	/s/ Xxxxxxx Xxx
		Name:	Xxxxxxx Xxx
		Title:	Director

HYPO REAL ESTATE CAPITAL CORPORATION

By:	/s/ Xxxxxxxxx Xxxxxx
Name:	Xxxxxxxxx Xxxxxx
Title:	Managing Director
By:	/s/ Xxxxxx Xxxxx
Name:	Xxxxxx Xxxxx
Title:	Senior Associate

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

	U.S. BANK NATIONAL ASSOCIATION,
	a national banking association
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Vice President

Land Bank of Taiwan

By:	/s/ Xxxxx X.X. Leu
Name:	Xxxxx X.X. Leu
Title:	Vice President & General Manager, Los Angeles Branch

PNC BANK, NATIONAL ASSOCIATION

By:	/s/
Name:
Title:	Senior Vice President

JPMorgan Chase Bank, N.A., as Syndication Agent and a Lender

By:	/s/ Xxxx X. Xxxxxxxxxx
Name:	Xxxx X. Xxxxxxxxxx
Title:	Executive Director

Sovereign Bank

By:	/s/ T. Xxxxxxx Xxxxxxx
Name:	T. Xxxxxxx Xxxxxxx
Title:	Senior Vice President

[LENDER]

By:	/s/ Mathels
Name:	Mathels
Title:	Exec. Dir.

Schappo 706382

/s/ Schappo

[LENDER]

By:	/s/		/s/ Xxxxxxxxx Xxxxx
Name:			Xxxxxxxxx Xxxxx
Title:	SVP		Vice President

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

BANK OF AMERICA, N.A.

By:	/s/ Xxxxx X. Xxxxxxx
Name:	Xxxxx X. Xxxxxxx
Title:	Senior Vice President

The Royal Bank of Scotland, plc

By:	/s/ Xxxxx X. Xxxxxxxx
Name:	Xxxxx X. Xxxxxxxx
Title:	Vice President

United of Omaha Life Insurance Company

By:	/s/ B. Xxxxx Xxxxxxx III
Name:	B. Xxxxx Xxxxxxx III
Title:	Senior Vice President

THE BANK OF EAST ASIA, LIMITED, LOS ANGELES BRANCH

By:	/s/ Xxxxx Xxx
Name:	Xxxxx Xxx
Title:	EVP-Chief Lending Officer

By:	/s/ Xxxxxx Xx
Name:	Xxxxxx Xx
Title:	General Manager

ING REAL ESTATE FINANCE (USA), LLC

Senior Managing Agent

By:	/s/ Xxxxx X. Xxxxxxxx
Name:	Xxxxx X. Xxxxxxxx
Title:	Senior Director

First Commercial Bank, New York Agency

By:	/s/ Xxxxx X. X. Xx
Name:	Xxxxx X. X. Xx
Title:	SVP & General Manager

XXXXXX XXXXXXX BANK

By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx
Title:	Authorized Signatory
	Xxxxxx Xxxxxxx Bank

XXXXXXX XXXXX BANK, FSB

By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxxxxxx X. Xxxxxxx
Title:	Vice President, Senior Real Estate Banker

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT

XXXXXXX XXXXX BANK USA,

By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:	Vice President

[LENDER]

By:	/s/ Xxxx Xxxxxxxx
Name:	Xxxx Xxxxxxxx
Title:	Vice President
	Investment Advisor to
	AIB Debt Management Limited

By:	/s/ Xxxxxxx Xxxxx
Name:	Xxxxxxx Xxxxx
Title:	Vice President
	Investment Advisor to
	AIB Debt Management, Limited

SOCIÉTÉ GÉNÉRALE

By:	/s/ Xxx Xxxxx
Name:	Xxx Xxxxx
Title:	Managing Director

Calyon New York Branch

By:	/s/ Xxxx X. Xxxx
Name:	Xxxx X. Xxxx
Title:	Managing Director

By:	/s/ Xxxxxx X. Xxxxx
Name:	Xxxxxx X. Xxxxx
Title:	Director

BANK OF THE WEST,

a California banking corporation

By:	/s/ Xxxxxx XxXxxxx
	Xxxxxx XxXxxxx, Vice President and
	Documentation Supervisor

By:	/s/ Xxxxxx Xxxxxxxxxx
	Xxxxxx Xxxxxxxxxx,
	Senior Vice Presient

Signature Page to

Macerich FIRST AMENDMENT TO THE

$1,500,000,000 SECOND AMENDED AND RESTATED

REVOLVING LOAN FACILITY CREDIT AGREEMENT