950,000,000 3.25% CONVERTIBLE SENIOR NOTES DUE 2012 REGISTRATION RIGHTS AGREEMENT among THE MACERICH COMPANY, as Issuer, and and DEUTSCHE BANK SECURITIES INC., as Initial Purchasers Dated as of March 16, 2007Registration Rights Agreement • March 22nd, 2007 • Macerich Co • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2007 by and among The Macerich Company, a Maryland corporation (the “Company”), J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc.(together, the “Initial Purchasers”) under the Purchase Agreement, dated March 12, 2007 (the “Purchase Agreement”), by and among the Company, The Macerich Partnership L.P., a Delaware limited partnership (the “Guarantor”) and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandMacerich Co • March 22nd, 2007 • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”), and The Macerich Company (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
Deutsche Bank Deutsche Bank AG London Winchester houseMacerich Co • March 22nd, 2007 • Real estate investment trusts • New York
ELEVENTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE MACERICH PARTNERSHIP, L.P.Macerich Co • March 22nd, 2007 • Real estate investment trusts
THIS ELEVENTH 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, AND FURTHER AMENDED AS OF OCTOBER 26, 2006 (the “Agreement”) of THE MACERICH PARTNERSHIP, L.P. (the “Partnership”) is dated effective as of March 16, 2007.
THE MACERICH COMPANY, as Issuer, and THE MACERICH PARTNERSHIP, L.P., as Guarantor 3.25% Convertible Senior Notes due 2012 INDENTURE DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee March 16, 2007Macerich Co • March 22nd, 2007 • Real estate investment trusts • New York
INDENTURE dated as of March 16, 2007, among THE MACERICH COMPANY, a Maryland corporation (the “Company”), THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the “Guarantor”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York corporation (the “Trustee”).
JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandMacerich Co • March 22nd, 2007 • Real estate investment trusts • New York
The purpose of this letter agreement (the “Amendment”) is to amend the terms and conditions of the call option (the “Transaction”) entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and The Macerich Company (“Counterparty”) pursuant to a letter agreement (the “Confirmation”) dated March 12, 2007, pursuant to which Counterparty purchased from JPMorgan a Number of Options equal to 400,000 in connection with the issuance by Counterparty of $800,000,000 principal amount of 3.25% Convertible Senior Notes due 2012 (the “Initial Convertible Notes”) under the Indenture to be dated March 16, 2007 between Counterparty and Deutsche Bank Trust Company Americas, as trustee. This Amendment relates to, and sets forth the terms of, the purchase by Counterparty from JPMorgan of an additional number of Options (the “Additional Number of Options”) in connection with the issuance by Counterparty of an additional $150,000,000 principal amount of 3.25% Convertible Sen
