REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 25, 2005 by and among The Macerich Company, a Maryland corporation (the “Parent”), and the persons named on Exhibit A hereto (collectively the “Holders” and each individually as a “Holder”).

WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 22, 2004, by and among Parent, The Macerich Partnership, L.P., a Delaware limited partnership (“Parent LP”), MACW, Inc., a Delaware corporation (“Merger Sub”), Wilmorite Properties, Inc., a Delaware corporation (the “Company”) and Wilmorite Holdings, L.P., a Delaware limited partnership (“Company LP”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company as the surviving entity;

WHEREAS, pursuant to the Merger Agreement, Company LP will be merged with a subsidiary of Parent LP (the “Partnership Merger”) with Company LP as the surviving entity, and as consideration in such merger, the limited partners of Company LP shall receive cash or, subject to the receipt of such limited partner’s consent and approval of that certain 2005 Amended and Restated Agreement of Limited Partnership of MACWH, LP (formerly, Company LP) (the “Partnership Agreement”) to be adopted simultaneously with the consummation of the Partnership Merger, Class A Convertible Preferred Units or Common Units of Company LP (together, the “Company LP Units”), each subject to the terms of the Partnership Agreement;

WHEREAS, pursuant to the terms of the Merger Agreement, the Company LP Units will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) and, subject to certain conditions set forth in the Partnership Agreement, the Company LP Units will be redeemable or exchangeable for shares of common stock, par value $0.01 per share, of Parent (the “Common Shares”);

WHEREAS, it is a condition precedent to the obligations of the Company and Company LP under the Merger Agreement, that Parent grant certain registration rights to the Holders with respect to such Common Shares;

NOW, THEREFORE, in consideration of the foregoing and the covenants of the parties set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, subject to the terms and conditions set forth herein, the parties hereby agree as follows:

Section 1. Certain Definitions. In this Agreement the following terms shall have the following respective meanings:

“Affiliate” of any Person shall mean a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned Person.

“Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Common Shares” shall have the meaning ascribed to in the recitals to this Agreement.

“Company” shall have the meaning set forth in the recitals to this Agreement, and shall be deemed to refer to all successors, including, without limitation, by operation of law.

“Company LP” shall have the meaning set forth in the recitals to this Agreement, and shall be deemed to refer to all successors, including, without limitation, by operation of law.

“Company LP Units” shall have the meaning ascribed to it in the recitals to this Agreement.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

“Filing Date” shall have the meaning ascribed to it in Section 2(a) of this Agreement.

“Holders” shall mean (i) each Person listed under the caption “Holder” on Exhibit A hereto, (ii) each Person holding Company LP Units that have been transferred or assigned by a Holder, which transfer or assignment is properly completed in accordance with the terms of the Partnership Agreement and Section 8 of this Agreement and (iii) each Person holding Registrable Shares as a result of a transfer or assignment to that Person of Registrable Shares other than pursuant to an effective Registration Statement or Rule 144, which transfer or assignment is properly completed in accordance with the Parent’s Certificate of Incorporation, as amended from time to time, and Section 8 of this Agreement.

“Indemnified Party” shall have the meaning ascribed to it in Section 5(c) of this Agreement.

“Indemnifying Party” shall have the meaning ascribed to it in Section 5(c) of this Agreement.

“Issuance Registration Statement” shall have the meaning ascribed to it in Section 2(a) of this Agreement.

“Merger” shall have the meaning set forth in the recitals to this Agreement

“Merger Agreement” shall have the meaning set forth in the recitals to this Agreement, as it may be amended, supplemented or restated from time to time.

“Merger Sub” shall have the meaning set forth in the recitals to this Agreement.

“Parent” shall have the meaning set forth in the recitals to this Agreement, and shall be deemed to refer to all successors, including, without limitation, by operation of law.

“Parent LP” shall have the meaning set forth in the recitals to this Agreement, and shall be deemed to refer to all successors, including, without limitation, by operation of law.

“Partnership Agreement” shall have the meaning ascribed to it in the recitals to this Agreement.

“Partnership Merger” shall have the meaning ascribed to it in the recitals to this Agreement.

“Person” shall mean an individual, corporation, partnership, limited liability company, estate, trust, association, private foundation, joint stock company or other entity.

The terms “Register,” “Registered” and “Registration” refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act providing for the issuance to, or the sale by, the Holders of Registrable Shares in accordance with the method or methods of distribution described in such Registration Statement, and the declaration or ordering of the effectiveness of such Registration Statement by the Commission.

“Registrable Shares” shall mean the Common Shares, including any Common Shares issued as a dividend with respect to, or in redemption or exchange for or in replacement of such Common Shares.

“Registration Expenses” shall mean all out-of-pocket expenses (excluding Selling Expenses) incurred by the Parent in connection with any attempted or completed registration pursuant to Sections 2 and 3 hereof, including, without limitation, the following: (a) all registration, filing and listing fees; (b) fees and expenses of compliance with federal and state securities or real estate syndication laws (including, without limitation, reasonable fees and disbursements of counsel in connection with state securities and real estate syndication qualifications of the Registrable Shares under the laws of such jurisdictions as the Holders may reasonably designate); (c) printing (including, without limitation, expenses of printing or engraving certificates for the Registrable Shares in a form eligible for deposit with The Depository Trust Company and otherwise meeting the requirements of any securities exchange on which they are listed and of printing registration statements and prospectuses), messenger, telephone, shipping and delivery expenses; (d) fees and disbursements of counsel for the Parent; (e) fees and disbursements of all independent public accountants of the Parent; (f) Securities Act liability insurance if the Parent so desires; (g) fees and expenses of other Persons reasonably necessary in connection with the registration, including any experts, retained by the Parent; (h) fees and expenses incurred in connection with the listing of the Registrable Shares on each securities exchange on which securities of the same class or series are then listed; and (i) fees and expenses associated with any filing with the National Association of Securities Dealers, Inc. required to be made in connection with the Registration Statement.

“Registration Statement” shall mean either an Issuance Registration Statement or a Shelf Registration Statement, and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein.

“Rule 144” shall mean Rule 144 promulgated by the Commission under the Securities Act, or any successor rule or regulation.

“Securities Act” shall have the meaning ascribed to it in the recitals to this Agreement.

“Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to any sale of Registrable Shares.

“Shelf Registration Statement” shall have the meaning ascribed to it in Section 2(b) of this Agreement.

“Suspension Right” shall have the meaning ascribed to it in Section 2(c) of this Agreement.

Section 2. Registration.

(a) Subject to the provisions of Section 2(b) below, the Parent will file with the Commission a registration statement on Form S-3 (the “Issuance Registration Statement”) under Rule 415 under the Securities Act relating to the issuance to the Holders of Common Shares upon redemption of Company LP Units, such filing to be made on or within fourteen (14) days before or after the date that is one (1) year from the date hereof (the “Filing Date”); provided, however, that, notwithstanding the foregoing, the Filing Date may be such other date as may be required under applicable provisions of the Securities Act or by the Commission pursuant to its interpretations of the Securities Act, the Exchange Act and other applicable federal securities laws. The Parent shall use its reasonable best efforts to cause the Issuance Registration Statement to be declared effective by the Commission for all Registrable Shares covered thereby as soon as practicable thereafter. In the event the Parent is unable to cause such Issuance Registration Statement to be declared effective by the Commission within ninety (90) days following the Filing Date, then the rights of the Holders set forth in Section 2(b) below shall apply to the Registrable Shares. Notwithstanding the availability of rights under Section 2(b), the Parent shall continue to use its reasonable best efforts to cause the Issuance Registration Statement to be declared effective by the Commission until such time as the Parent shall have filed and had declared effective a Shelf Registration Statement in accordance with Section 2(b). If the Issuance Registration Statement is declared effective by the Commission, the Parent agrees to use its reasonable best efforts to keep such Issuance Registration Statement continuously effective until all Holders have tendered for redemption their outstanding Company LP Units.

(b) In the event that Form S-3 is unavailable at the Filing Date as a form for an Issuance Registration Statement, or Form S-3 becomes unavailable as a form for an Issuance Registration Statement following the Filing Date, or the Parent is unable, for any reason, to cause an Issuance Registration Statement to be declared effective by the Commission within ninety (90) days following the Filing Date, then within ten (10) days after the occurrence of any

such event, the Parent shall file a registration statement on Form S-3 or another appropriate form (a “Shelf Registration Statement”) under Rule 415 under the Securities Act relating to the resale of all Registrable Shares. The Parent agrees to use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission and to keep such Shelf Registration Statement effective until the date that is the earliest of (i) two (2) years following the date on which the last Holder tendered for redemption Company LP Units, (ii) the date on which all Registrable Shares have been disposed of by Holders, and (iii) the date on which it is no longer necessary to keep the Shelf Registration Statement effective because the Registrable Shares may be freely sold without limitation on volume or manner of sale pursuant to Rule 144. After the Parent has filed the Shelf Registration Statement, any obligation of the Parent to file an Issuance Registration Statement pursuant to Section 2(a) above with respect to the Registrable Shares registered by the Shelf Registration Statement shall be suspended for so long as the Shelf Registration Statement remains effective.

(c) Notwithstanding the foregoing, the Parent shall have the right (the “Suspension Right”) to defer any such filing (or suspend sales under any filed Registration Statement or defer the updating of any filed Registration Statement and suspend sales thereunder) for a period of not more than 105 days during any one-year period ending on December 31, if the Parent shall furnish to the Holders a certificate signed by an executive officer or any director of the Parent stating that, in the good faith judgment of the Parent, it would be detrimental to the Parent and its stockholders to file such Registration Statement or amendment thereto at such time (or continue sales under a filed Registration Statement) and therefore the Parent has elected to defer the filing of such Registration Statement (or suspend sales under a filed Registration Statement).

Section 3. Registration Procedures.

(a) The Parent shall promptly notify the Holders of the occurrence of any of the following events:

(i) when any Registration Statement relating to the Registrable Shares or post-effective amendment thereto filed with the Commission has become effective;

(ii) the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement;

(iii) the suspension of sales under an effective Registration Statement by the Parent in accordance with Section 2(c) above;

(iv) the Parent’s receipt of any notification of the suspension of the qualification of any Registrable Shares covered by a Registration Statement for sale in any jurisdiction; or

(v) the existence of any event, fact or circumstance that results in a Registration Statement or prospectus relating to Registrable Shares or any document incorporated therein by reference containing an untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading during the distribution of securities.

The Parent agrees to use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any such Registration Statement or any state qualification as promptly as possible. The Holders agree that upon receipt of any notice from the Parent of the occurrence of any event of the type described in Section 3(a)(ii), (iii), (iv) or (v) to immediately discontinue any disposition of Registrable Shares pursuant to any Registration Statement until the receipt of written notice from the Parent that such disposition may be made.

(b) The Parent shall provide to the Holders, at no cost to the Holders, a copy of the Registration Statement and any amendment thereto used to effect the Registration of the Registrable Shares, each prospectus contained in such Registration Statement or post-effective amendment and any amendment or supplement thereto and such other documents as the Holders may reasonably request in order to facilitate the disposition of the Registrable Shares covered by such Registration Statement. The Parent consents to the use of each such prospectus and any supplement thereto by the Holders in connection with the offering and sale of the Registrable Shares covered by such Registration Statement or any amendment thereto. The Parent shall also file a sufficient number of copies of the prospectus and any post-effective amendment or supplement thereto with the New York Stock Exchange, Inc. (or, if the Common Shares are no longer listed thereon, with such other securities exchange or market on which the Common Shares are then listed) so as to enable the Holders to have the benefits of the prospectus delivery provisions of Rule 153 under the Securities Act.

(c) The Parent agrees to use its reasonable best efforts to cause the Registrable Shares covered by a Registration Statement to be registered with or approved by such state securities authorities as may be necessary to enable the Holders to consummate the disposition of such shares pursuant to the plan of distribution set forth in the Registration Statement; provided, however, that the Parent shall not be obligated to take any action to effect any such Registration, qualification or compliance pursuant to this Section 3 in any particular jurisdiction in which the Parent would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Parent is already subject to service in such jurisdiction.

(d) Subject to the Parent’s Suspension Right, if any event, fact or circumstance requiring an amendment to a Registration Statement relating to the Registrable Shares or supplement to a prospectus relating to the Registrable Shares shall exist, immediately upon becoming aware thereof the Parent agrees to promptly notify the Holders and prepare and furnish to the Holders a post-effective amendment to the Registration Statement or supplement to the prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(e) The Parent agrees to use its reasonable best efforts (including the payment of any listing fees) to obtain the listing of all Registrable Shares covered by the Registration Statement on each securities exchange on which securities of the same class or series are then listed.

(f) The Parent agrees to use its reasonable best efforts to comply with the Securities Act and the Exchange Act in connection with the offer and sale of Registrable Shares pursuant to a Registration Statement, and, as soon as reasonably practicable following the end of any fiscal year during which a Registration Statement effecting a Registration of the Registrable Shares shall have been effective, to make available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act.

(g) The Parent agrees to cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold pursuant to a Registration Statement and not bearing any Securities Act legend; and enable certificates for such Registrable Shares to be issued for such numbers of shares and registered in such names as the Holders may reasonably request at least two business days prior to any sale of Registrable Shares.

Section 4. Expenses of Registration. The Parent shall pay all Registration Expenses incurred in connection with the registration, qualification or compliance pursuant to Sections 2 and 3 hereof. Selling Expenses incurred in connection with the sale of Registrable Shares by any of the Holders shall be borne by the Holder selling such Registrable Shares. Each Holder shall pay the expenses of its own counsel.

Section 5. Indemnification and Contribution.

(a) The Parent will (i) indemnify each Holder, each Holder’s officers and directors, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages and liabilities (including reasonable legal expenses), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement or prospectus relating to the Registrable Shares, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) reimburse each Holder for all reasonable legal or other expenses incurred in connection with investigating or defending any such action or claim as such expenses are incurred, provided, however, that the Parent will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with information furnished in writing to the Parent by such Holder for inclusion therein; and provided further, that the Parent shall not be liable with respect to any preliminary prospectus or preliminary prospectus supplement to the extent that any such expenses, claims, losses, damages and liabilities result from the fact that Registrable Shares were sold to a Person as to whom it shall be established that there was not sent or given at or prior to the written confirmation of such sale a copy of the prospectus as then amended or supplemented under circumstances where such delivery is required under the Securities Act, if the Parent shall have previously furnished copies thereof to such Indemnified Party in sufficient quantities to enable

such Indemnified Party to satisfy such obligations and the expense, claim, loss, damage or liability of such Indemnified Party results from an untrue statement or omission of a material fact contained in the preliminary prospectus or the preliminary prospectus supplement which was corrected in the prospectus.

(b) Each Holder selling shares pursuant to a Registration Statement and any agents of each Holder that facilitate the distribution of Registrable Shares will (i) indemnify the Parent, each of its directors and each of its officers who signs the Registration Statement, and each Person who controls the Parent within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages and liabilities (including reasonable legal fees and expenses) arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement or prospectus, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or prospectus, in reliance upon and in conformity with information furnished in writing to the Parent by such Holder for inclusion therein, or (B) any failure by such Holder to deliver a prospectus where such delivery is required under the Securities Act, the Parent shall have furnished copies of such prospectus to such Holder in sufficient quantities to permit such Holder to satisfy such obligations and such prospectus corrected an untrue statement or omission of a material fact contained in a preliminary prospectus, and (ii) reimburse the Parent for all reasonable legal or other expenses incurred in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Each party entitled to indemnification under this Section 5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, but the omission to so notify the Indemnifying Party shall not relieve it from any liability which it may have to the Indemnified Party pursuant to the provisions of this Section 5 except to the extent of the actual damages suffered by such delay in notification. The Indemnifying Party shall assume the defense of such action, including the employment of counsel to be chosen by the Indemnifying Party to be reasonably satisfactory to the Indemnified Party, and payment of expenses. The Indemnified Party shall have the right to employ its own counsel in any such case, but the legal fees and expenses of such counsel shall be at the expense of the Indemnified Party, unless the employment of such counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such action, or the Indemnifying Party shall not have employed counsel to take charge of the defense of such action or the Indemnified Party shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events such fees and expenses shall be borne by the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation, and (ii) does

not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

(d) If the indemnification provided for in this Section 5 is unavailable to a party that would have been an Indemnified Party under this Section 5 in respect of any expenses, claims, losses, damages and liabilities referred to herein, then each party that would have been an Indemnifying Party hereunder shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such expenses, claims, losses, damages and liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and such Indemnified Party on the other in connection with the statement or omission which resulted in such expenses, claims, losses, damages and liabilities, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or such Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Parent and each Holder agree that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 5(d).

(e) No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(f) In no event shall any Holder be liable for any expenses, claims, losses, damages or liabilities pursuant to this Section 5 in excess of the net proceeds to such Holder of any Registrable Shares sold by such Holder.

Section 6. Information to be Furnished by Holders. Each Holder shall furnish to the Parent such information as the Parent may reasonably request and as shall be required in connection with any Registration Statement and related proceedings referred to in Section 2 hereof. If any Holder fails to provide the Parent with such information within 10 business days of receipt of the Parent’s request, the Parent’s obligations under Section 2 hereof with respect to such Holder or the Registrable Shares owned by such Holder, shall be suspended until such Holder provides such information.

Section 7. Black-Out Period. The Holders agree, if requested by the Parent, or the underwriters or financial advisors in an offering of the Parent’s securities pursuant to a registration statement filed with the Commission (a “Registered Offering”), not to effect any public sale or distribution of any Registrable Shares, including a sale pursuant to Rule 144, during the 15-day period prior to, and during the 90-day period beginning on, the date of pricing of each such Registered Offering.

Section 8. Transfer of Registration Rights. The rights and obligations of a Holder under this Agreement may be transferred or otherwise assigned to: (i) a transferee or assignee of Company LP Units provided that, (A) such Company LP Units are transferred in

accordance with the terms of the Partnership Agreement, (B) such transferee or assignee becomes a party to this Agreement or agrees in writing to be subject to the terms hereof to the same extent as if such transferee or assignee were an original party hereunder and (C) the Parent is given written notice by such Holder of such transfer or assignment stating the name and address of such transferee or assignee and identifying the securities with regard to which such rights and obligations are being transferred or assigned; or (ii) a transferee or assignee of Common Shares issued upon redemption of Company LP Units that have not been issued pursuant to an Issuance Registration Statement, provided that, (A) such Common Shares are transferred in accordance with the Parent’s Certificate of Incorporation, as amended from time to time, (B) such transferee or assignee becomes a party to this Agreement or agrees in writing to be subject to the terms hereof to the same extent as if such transferee or assignee were an original party hereunder, and (C) the Parent is given written notice by such Holder of such transfer or assignment stating the name and address of such transferee or assignee and identifying the securities with regard to which such rights and obligations are being transferred or assigned. Notwithstanding anything to the contrary in this Agreement, in the event that Parent LP, Company LP or any Affiliate (i) redeems, exchanges or converts any Company LP Units of the Holder for or into any security redeemable, exchangeable or convertible, for or into Common Shares or (ii) makes an in-kind distribution of the Company LP Units to the Holders, the rights and obligations of the parties under this Agreement shall be deemed to apply to such Common Shares and additional Company LP Units, as applicable, and the Holders shall be entitled to exercise their rights to require Parent to Register such Common Shares in accordance with the provisions of this Agreement.

Section 9. Miscellaneous.

(a) Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware.

(b) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof.

(c) Amendment. No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parent and the Holders of at least a majority of the outstanding Company LP Units.

(d) Notices, etc. Each notice, demand, request, request for approval, consent, approval, disapproval, designation or other communication (each of the foregoing being referred to herein as a notice) required or desired to be given or made under this Agreement shall be in writing (except as otherwise provided in this Agreement), and shall be effective and deemed to have been received (i) when delivered in person, (ii) when sent by fax with receipt acknowledged, (iii) five (5) days after having been mailed by certified or registered United States mail, postage prepaid, return receipt requested, or (iv) the next business day after having been sent by a nationally recognized overnight mail or courier service, receipt requested. Notices shall be addressed as follows: (a) if to a Holder, at such Holders’ address or fax number set forth below its signature hereon, or at such other address or fax number as such Investor shall have furnished to the Parent in writing, or (b) if to any assignee or transferee of an Investor, at such address or fax number as such assignee or transferee shall have furnished the Parent in writing,

or (c) if to the Parent, at the address of its principal executive offices and addressed to the attention of the President, or at such other address or fax number as the Parent shall have furnished to the Holders. Any notice or other communication required to be given hereunder to a Holder in connection with a registration may instead be given to a designated representative of such Holder.

(e) Counterparts. This Agreement may be executed in any number of counterparts, each of which may be executed by fewer than all of the parties hereto (provided that each party executes one or more counterparts), each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

(f) Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

(g) Section Titles. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.

(h) Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. If any successor or permitted assignee of any Holder shall acquire Company LP Units or Registrable Shares, in any manner, whether by operation of law or otherwise, (a) such successor or permitted assignee shall be entitled to all of the benefits of a “Holder” under this Agreement and (b) such Registrable Shares shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Shares such Person shall be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof.

(i) Remedies. The Parent and the Holders acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that the Parent and each Holder, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of another party under this Agreement in accordance with the terms and conditions of this Agreement in any court of the United States or any State thereof having jurisdiction.

(j) Attorneys’ Fees. If the Parent or any Holder brings an action to enforce its rights under this Agreement, the prevailing party in the action shall be entitled to recover its costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in connection with such action, including any appeal of such action.

(k) Changes in Securities Laws. In the event that any amendment, repeal or other change in the securities laws shall render the provisions of this Agreement inapplicable, Parent will provide the Holders with substantially similar rights to those granted under this Agreement and use its good faith efforts to cause such rights to be as comparable as possible to the rights granted to the Holders hereunder.

[signature page follows]

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

	THE MACERICH COMPANY


	By:	/s/ Xxxxxxx X. Xxxxx
	Name: Xxxxxxx X. Xxxxx
	Title: Executive Vice President and General Counsel

	HOLDERS


	By:
	Name:


	By:
	Name:


	By:
	Name:

[Signature Page to Registration Rights Agreement]

ATTACHMENT 6
SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT

The undersigned, desiring to become one of the within named Holders, hereby becomes a party to this Registration Rights Agreement, by and among The Macerich Company and such Holder, dated as of the date first set forth in the Registration Rights Agreement. The undersigned Holder agrees that this signature page may be attached to any counterpart of said Registration Rights Agreement.

Signature:		/s/ Xxxx X. Xxxxxxx

Name:	Xxxx X. Xxxxxxx

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			00000

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Registration Rights Agreement

Signature:		/s/ Xxxx X. Xxxxxxx / Trustee

	Xxxxx X. Xxxxxx UW FBO Xxxxx X. Xxxxxxx
Name:	Xxxx X. Xxxxxxx as Trustee

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, Xxx Xxxx 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxx X. Xxxxxxx / Trustee

	Xxxxx X. Xxxxxx UW FBO Xxxxxxx Xxxx Xxxxxxx
Name:	Xxxx X. Xxxxxxx as Trustee

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, Xxx Xxxx 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxxx X. Xxxxxx / Trustee

	Xxxxxx X. Xxxxxx Trust FBO
	Xxxxx Xxxxxx Xxxxxx
Name:	Xxxxxx X. Xxxxxx, as Trustee

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, Xxx Xxxx 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxxx X. Xxxxxx / Trustee

	Xxxxx X. Xxxxxx Trust UW FBO
	Xxxxxxx Xxxxxxx Xxxxxx
Name:	Xxxxxx X. Xxxxxx, as Trustee

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, Xxx Xxxx 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxxx X. Xxxxxx / Trustee

	XXXXX X. XXXXXX TRUST UW FBO
	XXXX XXXXX XXXXXX
Name:	XXXXXX X. XXXXXX, AS TRUSTEE

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, Xxx Xxxx 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxxx X. Xxxxxx / Trustee

	Xxxxx X. Xxxxxx Trust UW FBO
	Xxxxxx Xxxx Xxxxxx
Name:	Xxxxxx X. Xxxxxx, as Trustee

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, Xxx Xxxx 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Great Northern Holdings, L.P.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	LGW HOLDINGS, L.P.

Address of Holder:			0000 XXXXXXXXXXX XX.

			XXXXXXXXX, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Maywil Associates, L.P.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Rotterdam Holdings, L.P.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Syracuse Venture Associates

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Danmall Property, Inc.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	GEM, Inc.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	GMT, LLC

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Wilmorite Inc.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Freecorp Property, Inc.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Freehold Raceway Mall, Inc.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Hudwil Properties, Inc.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Xxxxxx Property, Inc.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Xxxxxxxx Property, Inc.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ [ILLEGIBLE]

Name:	Wilsar Property, Inc.

Address of Holder:			0000 Xxxxxxxxxxx Xxxx

			Xxxxxxxxx, XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxx X Xxxxxxxx

Name:	Xxxx X Xxxxxxxx

Address of Holder:			000 Xxxxxxx Xx

			Xxxxxxxxx XX

			00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxx X. Xxxxxx

Name:	XXXXX X. XXXXXX

Address of Holder:			00 Xxxxxxxxxx Xxxxx

			XXXXXXXXX XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxxxx X. Xxxxxxxxx

Name:	Xxxxxxx X. Xxxxxxxxx

Address of Holder:			0000 X. Xxxxxx Xxxx

			Xxx Xxxxx, Xxxxxx 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxxxx X. Xxxxxxxxx

Name:	XXXXXXX X. XXXXXXXXX

Address of Holder:			000 XXXXXXXXXX XXXX

			XXXXXXXXX XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxxx X. Xxxxxxx

Name:	XXXXXX X. XXXXXXX

Address of Holder:			0000 XXXXXXX XXX

			XXXXXX, XXX XXXX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxxx X. Xxxxxxxxx

Name:	Xxxxxx X. Xxxxxxxxx

Address of Holder:			00 Xxxxxxxx Xxxxx

			Xxxxxxxxx XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxx X. Xxxxx

Name:	XXXX X. XXXXX

Address of Holder:			0 XXXX XXXX XXXX

			XXXXXXXXX

			XXX XXXX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ XXXX X. XXXXX

Name:	XXXX X. XXXXX

Address of Holder:			000 Xxxxxx Xxxxx Xx

			Xxxxxxxxx, X.X. 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxxx X. Xxxxxxx

Name:	XXXXXX X. XXXXXXX

Address of Holder:			0000 0^xxXxxxxx

			Xxx Xxxx Xxxx

			XX 00000

Signature Page to

Registration Rights Agreement

Signature:		/s/ Xxxxxx Xxxxxxxx

Name:	XXXXXX XXXXXXXX

Address of Holder:			0000 XXXXXXXXXX XXXX

			Xxxx 000

			Xxxx Xxxxx, XX 00000

Signature Page to

Registration Rights Agreement

	Signature:		/s/ Xxxxxx X. Xxxxxxxx

	Name:	XXXXXX X. XXXXXXXX
`
	Address of Holder:			0000 XXXXX XXXXX #0000

				XXXXX XXXXX, XXX.

				00000

Signature Page to

Registration Rights Agreement

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Table of Contents

REGISTRATION RIGHTS AGREEMENT

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