1,000,000,000 AMENDED AND RESTATED REVOLVING LOAN FACILITY CREDIT AGREEMENT by and among THE MACERICH PARTNERSHIP, L.P., as the BorrowerRevolving Loan Facility Credit Agreement • April 29th, 2005 • Macerich Co • Real estate investment trusts • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is made and dated as of April 25, 2005, 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 (“Wall
650,000,000 INTERIM LOAN FACILITY AND $450,000,000 TERM LOAN FACILITY CREDIT AGREEMENTCredit Agreement • April 29th, 2005 • Macerich Co • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (the “Agreement”) is made and dated as of April 25, 2005, 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”)
AMENDED AND RESTATED $250,000,000 TERM LOAN FACILITY CREDIT AGREEMENTTerm Loan Facility Credit Agreement • April 29th, 2005 • Macerich Co • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (the “Agreement”) is made and dated as of April 25, 2005, 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”)
Note: this form assumes that the Partnership continues as a partnership for tax purposes following the “push up” – if this is not the case, then this form will need to modified appropriately] TAX MATTERS AGREEMENTTax Matters Agreement • April 29th, 2005 • Macerich Co • Real estate investment trusts • Delaware
THIS TAX MATTERS AGREEMENT (“Agreement”), dated as of , [20 ], is made by and between The Macerich Partnership, L.P., a Delaware limited partnership (“Parent LP”), and each of the Wilmorite Limited Partners (as defined below) who will become limited partners of Parent LP as a result of the Transaction (as defined below).
2005 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MACWH, LPAgreement of Limited Partnership • April 29th, 2005 • Macerich Co • Real estate investment trusts • Delaware
THIS 2005 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 25, 2005 is entered into by and among MACWPI Corp., formerly known as Wilmorite Properties, Inc. (the “Company”), a Delaware corporation, as the general partner of MACWH, LP, formerly known as Wilmorite Holdings, L.P., a Delaware limited partnership (the “Partnership”), and those persons who have executed this Agreement as limited partners and whose names and addresses are set forth on Exhibit A hereto, as the same may be amended from time to time, together with any other Persons who become Partners of the Partnership as provided herein.
TENTH] AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE MACERICH PARTNERSHIP, L.P.Limited Partnership Agreement • April 29th, 2005 • Macerich Co • Real estate investment trusts
THIS [TENTH] 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, AND FURTHER AMENDED AS OF JULY 26, 2002 (the “Agreement”) OF THE MACERICH PARTNERSHIP, L.P. (the “Partnership”) is dated effective as of .
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2005 • Macerich Co • Real estate investment trusts • Delaware
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”).
