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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) August 9, 2002
(
July 26, 2002)

THE MACERICH COMPANY
(Exact Name of Registrant as Specified in Charter)

Maryland   1-12504   95-4448705
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

401 Wilshire Boulevard, Suite 700, Santa Monica, CA 90401
(Address of Principal Executive Offices)

Registrant's telephone number, including area code (310) 394-6000

N/A
(Former Name or Former Address, if Changed Since Last Report)





Item 2. Acquisition or Disposition of Assets

        On July 26, 2002, The Macerich Partnership, L.P., a subsidiary and the operating partnership of The Macerich Company (the "Registrant"), acquired Westcor Realty Limited Partnership and its affiliated companies ("Westcor") from the Westcor partners and entities identified in the purchase and sale agreements filed as exhibits hereto. The assets acquired include interests in (i) nine regional malls with nearly 10 million square feet of space located in Arizona and Colorado and (ii) 18 urban village and specialty retail assets generally located in close proximity to the malls. The gross leasable area in the acquired Westcor portfolio totals 15.6 million square feet. In addition, the Westcor portfolio includes two retail properties in Arizona that recently broke ground, as well as option rights for over 1,000 acres of undeveloped land.

        The total purchase price was approximately $1.475 billion and was determined in good faith, arms length negotiations between the Registrant and Westcor. The purchase price includes the assumption of $733 million in existing debt and the issuance of approximately $72 million of convertible preferred operating partnership units at a price of $36.55 per unit in a private placement. Each preferred operating partnership unit is convertible into a common operating partnership unit which is in turn redeemable for, at the election of the Registrant, shares of the Registrant's common stock or cash. The balance of the purchase price was paid in cash which was provided primarily from a $380 million interim loan with a term of up to 18 months bearing interest at an average rate of LIBOR plus 3.25% and a $250 million term loan with a maturity of up to five years with an interest rate ranging from LIBOR plus 2.75% to LIBOR plus 3.00% depending on the company's overall leverage. Co-lead arrangers on these credit facilities were Deutsche Bank Securities Inc. and JP Morgan Securities Inc.

        In negotiating the purchase price of the transaction, the Registrant considered, among other factors, the malls' historical and projected cash flow, the nature and term of existing tenancies and leases, the current operating costs, the expansion, development and redevelopment availability of the properties, the physical condition of the properties, and the terms and conditions of available financing. No independent appraisals were obtained by the Registrant. The Registrant intends to continue operating each mall as currently operated and leasing the space therein to national and local retailers.

        The description contained herein of the acquisition does not purport to be complete and is qualified in its entirety by reference to the various agreements filed as exhibits hereto.

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

        2.1  Master Agreement dated as of June 29, 2002, by and among Westcor Realty Limited Partnership ("WRLP"), The Macerich Partnership, L.P., Macerich Galahad L.P, The Westcor Company Limited Partnership, The Westcor Company II Limited Partnership, Macerich TWC II LLC, Macerich TWC II Corp., Macerich WRLP LLC, Macerich WRLP Corp., Eastrich No. 128 Corp., and each of the limited partners of WRLP. (The Registrant agrees to furnish supplementally a copy of any unfiled exhibits and schedules to this agreement to the SEC upon request.)

        2.2  Purchase and Sale and Contribution Agreement dated as of June 29, 2002, by and among WRLP, The Macerich Partnership, L.P., Macerich Galahad LP, Macerich WRLP LLC, Macerich WRLP Corp., Eastrich No. 128 Corp., and each of the limited partners of WRLP. (The Registrant agrees to furnish supplementally a copy of any unfiled exhibits to this agreement to the SEC upon request.)

        2.3  Partnership Interest Purchase and Sale Agreement dated as of June 29, 2002, by and among WRLP, The Westcor Company Limited Partnership, as sellers, The Macerich Partnership, L.P., Macerich TWC II LLC, and Macerich TWC II Corp., as buyers, and The Westcor Company II Limited Partnership (The Registrant agrees to furnish supplementally a copy of any unfiled exhibits to this agreement to the SEC upon request.)

        3.1  Articles Supplementary of the Registrant (Series D Preferred Stock).

        10.1    Ninth Amendment to the Amended and Restated Limited Partnership Agreement of The Macerich Partnership, L.P.

        10.2    Form of Registration Rights Agreement with Series D Preferred Unit Holders.

        10.3    List of Omitted Registration Rights Agreements.


*
It is impracticable to provide the required financial statements and pro forma financial information regarding the acquisition of Westcor with this report. The required financial statements and pro forma financial information will be filed under cover of Form 8-K/A as soon as practicable, but no later than 60 days after the date on which this Current Report on Form 8-K must be filed.

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SIGNATURES

        Pursuant to the requirements of the Securities and Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Santa Monica, State of California, on August 9, 2002.

    THE MACERICH COMPANY

 

 

By:

 

/s/  
THOMAS O'HERN      
Thomas O'Hern
Executive Vice President and
Chief Financial Officer

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FORM 8-K
Item 2. Acquisition or Disposition of Assets
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES

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Exhibit 2.1

EXECUTION COPY


MASTER AGREEMENT

dated as of June 29, 2002

by and among

WESTCOR REALTY LIMITED PARTNERSHIP,
THE WESTCOR COMPANY LIMITED PARTNERSHIP
and
THE WESTCOR COMPANY II LIMITED PARTNERSHIP

and

EASTRICH NO. 128 CORP.
and
THE LIMITED PARTNERS OF WESTCOR REALTY LIMITED PARTNERSHIP

and

THE MACERICH PARTNERSHIP, L.P.,
MACERICH GALAHAD LP,
MACERICH TWC II LLC,
MACERICH TWC II CORP.,
MACERICH WRLP LLC,
and
MACERICH WRLP CORP.




TABLE OF CONTENTS

ARTICLE I    DEFINITIONS   2
  Section 1.1 Certain Defined Terms   2
  Section 1.2 Additional Defined Terms   6
  Section 1.3 Incorporation by Reference of Certain Defined Terms   8

ARTICLE II    THE TRANSACTIONS; CLOSING

 

8
  Section 2.1 Transactions' Sequence; Master Agreement.   9
  Section 2.2 Deposits   9
  Section 2.3 Closing   9
  Section 2.4 Actions at Closing   9
  Section 2.5 Pre-Closing Distributions   11
  Section 2.6 Closing Date and Post-Closing Balance Sheet Adjustment   11
  Section 2.7 Post-Closing Additional Adjustment Payment   13
  Section 2.8 Physical Inspection Period   15
  Section 2.9 Proposed Development Properties Transactions   16
  Section 2.10 Time of the Essence   16

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

16
  Section 3.1 Capitalization   16
  Section 3.2 Organization of Acquired Companies; Authority   16
  Section 3.3 Affiliated Property Owners   18
  Section 3.4 Financial Statements; Undisclosed Liabilities   18
  Section 3.5 Absence of Certain Changes   18
  Section 3.6 Consents and Approvals   19
  Section 3.7 Litigation   20
  Section 3.8 Taxes   20
  Section 3.9 Employee Benefit Plans   22
  Section 3.10 Properties   23
  Section 3.11 Labor and Employment Matters   24
  Section 3.12 Contracts and Commitments   25
  Section 3.13 Intellectual Property   26
  Section 3.14 Environmental Matters   26
  Section 3.15 Compliance with Laws; Permits   27
  Section 3.16 Insurance   28
  Section 3.17 Brokers   28
  Section 3.18 Disclaimer; Company's Knowledge; Disclosure;
Material Adverse Effect
  28

ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF THE BUYER

 

31
  Section 4.1 Organization of the Buyer   31
  Section 4.2 Authority   31
  Section 4.3 Consents and Approvals   32
  Section 4.4 Litigation   32
  Section 4.5 Financing   32
  Section 4.6 Brokers   33
  Section 4.7 ERISA Compliance   34
  Section 4.8 Buyer's Knowledge; Disclosure   34
  Section 4.9 Certain Tax Matters   34

ARTICLE V    CERTAIN COVENANTS AND AGREEMENTS OF THE
BUYER AND THE COMPANY

 

35
  Section 5.1 Conduct of Business Prior to Closing   35
  Section 5.2 Access to Information   37
  Section 5.3 Confidentiality   38
  Section 5.4 Regulatory and Other Authorizations; Consents   39
  Section 5.5 Further Action   39
  Section 5.6 Press Releases   39
  Section 5.7 No Solicitation   39
  Section 5.8 Tax Returns   40
  Section 5.9 Employee Matters   40
  Section 5.10 Conveyance Taxes; Costs   43

  Section 5.11 Existing Partnership Indemnification Rights   43
  Section 5.12 Notice of Certain Facts   44
  Section 5.13 Resolution of Certain Litigation   44

ARTICLE VI    CONDITIONS TO CLOSING

 

44
  Section 6.1 Conditions to the Obligations of Each Party   44
  Section 6.2 Conditions to Obligations of the Company, TWC, TWC II and
the Partners
  45
  Section 6.3 Conditions to Obligations of the Buyer Parties   46

ARTICLE VII    INDEMNIFICATION

 

48
  Section 7.1 Survival   48
  Section 7.2 Indemnification by the Partners   48
  Section 7.3 Indemnification by the Buyer   52

ARTICLE VIII    TERMINATION, AMENDMENT AND WAIVER

 

54
  Section 8.1 Termination   54
  Section 8.2 Effect of Termination   55
  Section 8.3 Waiver   55

ARTICLE IX    GENERAL PROVISIONS

 

56
  Section 9.1 Notices   56
  Section 9.2 Interpretation   57
  Section 9.3 Counterparts   58
  Section 9.4 Entire Agreement; No Third-Party Beneficiaries; Severability   58
  Section 9.5 Amendment   58
  Section 9.6 Governing Law   58
  Section 9.7 Consent to Jurisdiction   58
  Section 9.8 Assignment   58
  Section 9.9 Expenses   58
  Section 9.10 Execution by Officer of the Company   59
  Section 9.11 Execution by Attorney-in-Fact of the Partners   59
  Section 9.12 Waiver of Jury Trial   59

EXHIBITS LIST
Exhibit A Schedule of Partners
Exhibit B Sequence of Transactions
Exhibit C Form of Indemnification Escrow Agreement
Exhibit D Form of Buyer Counsel Legal Opinion
Exhibit E Form of Company Counsel Legal Opinion
Exhibit F Terms of Proposed Development Properties Transaction
Exhibit G Joinder Agreement
Exhibit H Form of Consent and Indemnification Agreement
Exhibit I Terms of Class C Interests

SCHEDULES LIST
Schedule 2.6 Mortgage Debt
Schedule 3.1 Capitalization
Schedule 3.2(a) Organization of Acquired Companies
Schedule 3.2(b) Authority of the Company
Schedule 3.3 Affiliated Property Owners
Schedule 3.4 Financial Statements; Undisclosed Liabilities
Schedule 3.5 Absence of Certain Changes
Schedule 3.6 Consents and Approvals of the Company
Schedule 3.7 Company Litigation
Schedule 3.8 Taxes
Schedule 3.8(b)(xi) Certain Acquired Companies and Affiliated Property Owners
Schedule 3.9 Employee Benefit Plans
Schedule 3.10(a) Properties
Schedule 3.10(b) Leases

Schedule 3.10(c) Rights to Purchase or Lease
Schedule 3.10(d) Reciprocal Easement Agreements
Schedule 3.11 Labor and Employment Matters
Schedule 3.12 Contracts and Commitments
Schedule 3.13 Intellectual Property
Schedule 3.14 Environmental Matters
Schedule 3.15 Compliance with Laws; Permits; Contracts with Governmental Authorities
Schedule 3.16 Insurance
Schedule 4.1 Partnership Interests of the Buyer
Schedule 4.2 Authority of the Buyer Parties
Schedule 4.3 Consents and Approvals of the Buyer Parties
Schedule 4.4 Buyer Litigation
Schedule 4.5 Financing
Schedule 5.1(a) Budget and Business Plan for 2002
Schedule 5.1(b) Conduct of Business Prior to Closing
Schedule 5.1(b)(x) Permitted Amendments to Credit Facilities
Schedule 6.1 Required Approvals
Schedule 6.2 Buyer Required Consents
Schedule 6.3 Company Required Consents
Schedule 6.3(j) Affiliate Agreements


MASTER AGREEMENT

        THIS MASTER AGREEMENT (this "Agreement") is dated as of June 29, 2002, by and among WESTCOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the "Buyer"), MACERICH GALAHAD LP, a Delaware limited partnership and a subsidiary of the Buyer ("Macerich Galahad"), THE WESTCOR COMPANY LIMITED PARTNERSHIP, an Arizona limited partnership ("TWC"), THE WESTCOR COMPANY II LIMITED PARTNERSHIP, an Arizona limited partnership ("TWC II"), MACERICH TWC II LLC, a Delaware limited liability company ("Macerich TWC II LLC"), MACERICH TWC II CORP., a Delaware corporation ("Macerich TWC II Corp."), MACERICH WRLP LLC, a Delaware limited liability company ("Macerich WRLP LLC"), MACERICH WRLP CORP., a Delaware corporation ("Macerich WRLP Corp."), EASTRICH NO. 128 CORP., a Massachusetts corporation and the general partner of the Company ("Eastrich"), and each of the individuals, partnerships, trusts, limited liability companies and other entities listed on Exhibit A hereto (together with Eastrich, collectively, the "Partners").

        WHEREAS, the Company, the Buyer and Macerich Galahad entered into the Agreement and Plan of Merger, dated as of May 30, 2002 (the "Original Agreement"), pursuant to which, inter alia, Macerich Galahad, a subsidiary of the Buyer, would merge with and into the Company and the Company would become a subsidiary of the Buyer;

        WHEREAS, as set forth in Section 2.11 of the Original Agreement, the Company, the Buyer and Macerich Galahad contemplated restructuring the transactions contemplated under the Original Agreement in a mutually agreeable manner, in accordance with such Section 2.11 and the Terms of Proposed Alternative Transaction Structure appended to the Original Agreement as Exhibit G thereto;

        WHEREAS, the Buyer, the Company and Macerich Galahad desire to modify the structure of the transactions contemplated under the Original Agreement to effect an alternative structure contemplated by Section 2.11 of and Exhibit G to the Original Agreement;

        WHEREAS, Section 9.5 of the Original Agreement requires that the Buyer and Macerich Galahad, on one hand, and the Company, on the other, approve any amendment or other modification to the Original Agreement;

        WHEREAS, concurrently herewith, Macerich TWC II LLC and Macerich TWC Corp., on the one hand, and the Company and TWC, on the other, are entering into the Partnership Interest Purchase and Sale Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "TWC II Sale Agreement"), and Macerich Galahad, Macerich WRLP LLC and Macerich WRLP Corp., on the one hand, and the Company and the Partners, on the other, are entering into the Purchase and Sale and Contribution Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Sale and Contribution Agreement");

        WHEREAS, this Agreement and the consummation of the Transactions (as defined below) to which each of the Buyer Parties (as defined below) is party have been approved by, in the case of the Buyer, the board of directors of The Macerich Company, a Maryland corporation ("Macerich"), the general partner of the Buyer, the board of directors of Macerich Galahad GP Corp., a Delaware corporation, and the general partner of Macerich Galahad, and, in the case of each other Buyer Party, by the board of directors of such Buyer Party (or of the general partner or the member of such Buyer Party, as applicable);

        WHEREAS, this Agreement and the consummation of the Transactions have been approved by all necessary parties in accordance with the Limited Partnership Agreement of the Company dated as of July 28, 1994, as amended (the "Limited Partnership Agreement") on behalf of the Company and in its capacity as the general partner of each of TWC and TWC II; and

        WHEREAS, concurrently herewith, the Partners have executed and delivered the Amended and Restated Partners Joinder Agreement, dated as of the date hereof (the "Joinder Agreement"), pursuant



to which, inter alia, each Partner joins and agrees to be bound by this Agreement and the Sale and Contribution Agreement with the same force and effect as if a signatory hereto and thereto, subject only to the terms of such Amended and Restated Partners Joinder Agreement

        NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend and restate the Original Agreement in its entirety as set forth below, and further agree, as follows:


ARTICLE I
DEFINITIONS

        Section 1.1 Certain Defined Terms. As used in this Agreement, the following defined terms shall have the following meanings (such meanings to be equally applicable to the singular and plural forms of the terms defined):

        "1998 Plans" shall mean, collectively, the 1998 Incentive Plan and the 1998 Equity Plan.

        "Acquired Companies" shall mean the Company and the Subsidiaries.

        "Adjusted Liabilities" shall mean, with respect to any Person and without duplication, the sum of: (a) non-mortgage liabilities (exclusive of contingent liabilities under GAAP), including, without limitation, accounts payable, sales tax payable, property tax payable, accrued taxes, incentive compensation to the extent unfunded or unpaid (and excluding, for the avoidance of doubt, the 1998 Incentive Plan and 1998 Equity Plan), liability for non-qualified deferred compensation plans, interest payable, tenant allowances payable, notes payable to any Acquired Company or Affiliated Property Owner less amounts due any Acquired Company or Affiliated Property Owner, assessments payable, contracts payable and other payables (excluding, for the avoidance of doubt, obligations pursuant to the Arrowhead Master Lease to the extent of the Arrowhead Escrow), prepaid rents, and tenant security deposits, but excluding reserves for construction at the Property commonly known as Desert Sky Mall; (b) Net Change in Mortgage Debt (adding the absolute value of any negative Net Change in Mortgage Debt and subtracting the absolute value of any positive Net Change in Mortgage Debt, as the case may be); and (c) budgeted but unpaid tenant improvement allowances that are reflected in leases signed before the Closing Date, of such Person.

        "Adjustment Escrow Amount" shall have the meaning ascribed thereto in the Indemnification Escrow Agreement.

        "Affiliate" of any Person shall mean another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

        "Affiliated Property Owners" shall mean those entities, other than the Acquired Companies, that own directly or indirectly any of the Properties and in which one or more Acquired Companies owns a direct or indirect equity interest.

        "Aggregate Additional Amount" shall mean the result obtained by subtracting (a) $2,000,000 from (b) the total cash amount equal to the product of (i) the number of days in calendar year 2002 occurring prior to the Closing Date (and exclusive of the Closing Date) multiplied by (ii) the quotient equal to (x) the aggregate amount of Percentage Rent actually received by, or directly or indirectly credited for the account of, the Buyer or any of its Affiliates or any of their respective successors or assigns with respect to the calendar year in which the Closing occurs divided by (y) 365.

        "Arrowhead Master Lease" shall mean the master lease entered into by TWC II with respect to the Property commonly known as the Arrowhead Marketplace in connection with the Purchase and Sale Agreement and Joint Escrow Instructions, dated as of June 13, 2001, between Parcel 18 Associates, LLC, as seller, and GDA Real Estate Services, LLC, as buyer.

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        "Award" shall have the meaning ascribed to such term in the 1998 Incentive Plan and the 1998 Equity Plan (in such case, as calculated with reference to a Change of Control (as defined therein) transaction), as applicable.

        "Balance Sheet Adjustment Amount" shall mean, as of the Closing Date and after giving effect to the Pre-Closing Distributions, the aggregate amount of (a) with respect to any Acquired Company, the difference between (i) the Tangible Non-Real Estate Assets of such Acquired Company and (ii) the Adjusted Liabilities of such Acquired Company, and (b) with respect to any Affiliated Property Owner, the Acquired Companies' pro rata portion of (i) the Tangible Non-Real Estate Assets of such Affiliated Property Owner and (ii) the Adjusted Liabilities of such Affiliated Property Owner.

        "Balance Sheet Adjustment Amount Differential" shall mean the difference between (a) the aggregate Balance Sheet Adjustment Amounts shown on the Estimated Closing Date Balance Sheets for all Acquired Companies and Affiliated Property Owners and (b) the aggregate Balance Sheet Adjustment Amounts shown on the Post-Closing Audited Balance Sheets for all Acquired Companies and Affiliated Property Owners.

        "Business Day" shall mean any day that is not a Saturday, a Sunday or other day on which banks are required by law to be closed in New York City, Boston, Massachusetts, or Phoenix, Arizona.

        "Buyer Party" shall mean each of Macerich, the Buyer, Macerich TWC II LLC, Macerich TWC II Corp., Macerich WRLP LLC, and Macerich WRLP Corp.

        "Class C Interest" shall mean a limited partnership interest in the Company with the terms and conditions, and issued upon the terms and conditions, set forth on Exhibit I hereto.

        "Code" shall mean the Internal Revenue Code of 1986, as amended.

        "Company Sale" shall mean, collectively, the purchase, sale and contribution of the Interests pursuant to the Sale and Contribution Agreement.

        "Consent and Indemnification Agreement" shall mean the consent by certain Participants in the 1998 Equity Plan pursuant to Section 8(d) of the 1998 Equity Plan in the form of Exhibit H, pursuant to which consent such Participants consent to convert their right to receive a portion of their Awards under the 1998 Equity Plan (as reflected on Exhibit A to the Consent and Indemnification Agreement) into Class C Interests.

        "Contractual Debt Payments" shall mean, with respect to any Person, all indebtedness of such Person that (a) is accrued and unpaid at Closing, (b) arises under contract (including, without limitation, trade payables, construction costs and tenant improvement allowances, but excluding Mortgage Debt, Funded Debt Payments and construction loans) and (c) is for goods and services delivered or rendered (or deemed to have been delivered or rendered pursuant to the applicable contract) on or prior to the Closing Date.

        "Encumbrance" shall mean any security interest, pledge, mortgage, deed of trust, lien (including without limitation, environmental and tax liens), charge, encumbrance adverse claim, preferential arrangement or restriction of any kind.

        "Equity Consenting Participant" shall mean a Participant in his or her capacity as a Participant in the 1998 Equity Plan who has executed and delivered (and not revoked) the Consent and Indemnification Agreement on or prior to the Election Deadline and otherwise in compliance with the conditions to participation (and, for the avoidance of doubt, shall exclude any such Person in his or her capacity as a Participant under the 1998 Incentive Plan or as a Participant under the 1998 Equity Plan with respect to any Award thereunder not converted into Class C Interests).

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        "Funded Debt Payments" shall mean, with respect to any Person, accrued and unpaid scheduled payments of principal of and interest on (and fees and costs corresponding thereto) indebtedness for borrowed money of such Person for periods ending on or prior to the Closing Date.

        "GAAP" shall mean United States generally accepted accounting principles consistently applied.

        "Home Office" shall mean the offices of the Company located at 11405, 11411 and 1805 N. Tatum Boulevard, Phoenix, Arizona.

        "Indemnification Escrow Amount" shall have the meaning set forth in the Indemnification Escrow Agreement.

        "Interest" shall mean, with respect to any Partner, the interest (expressed as a percentage) set forth with respect to such Partner on Exhibit A attached hereto, which represents such Partner's right, title and interest in and to the Company. For the avoidance of doubt, the term "Interest" shall not include or be a reference to any Class C Interest.

        "Losses" of a Person shall mean any and all losses, liabilities (including liabilities for Taxes), damages, claims, awards, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees) actually suffered or incurred by such Person.

        "Mortgage Debt" shall mean the indebtedness for borrowed money secured by a mortgage or a deed of trust set forth on Schedule 2.6 hereto.

        "Net Change in Mortgage Debt" shall mean, with respect to any Person, the difference between the aggregate amount of the Mortgage Debt of such Person reflected on Schedule 2.6 and the aggregate amount of the Mortgage Debt as of the Closing Date.

        "Participant" shall have the meaning ascribed thereto in the 1998 Plans, as applicable, and shall mean and be a reference to any "Participant" under either 1998 Plan unless otherwise specified.

        "Percentage Rent" shall mean that portion of rent payable by any tenant at any of the Properties, including cart, kiosk and seasonal lease tenants, that is based upon a percentage of such tenant's sales.

        "Per Interest Additional Amount" shall mean, with respect to any Partner, the product of such Partner's Interest multiplied by the amount by which the Aggregate Additional Amount exceeds zero.

        "Person" shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

        "Retained Cash" shall mean the Tier I Retained Cash and the Tier II Retained Cash.

        "Schedule" shall mean any "Company Disclosure Schedule" or any "Buyer Disclosure Schedule."

        "Signing Date" shall mean May 30, 2002.

        "Subsidiaries" shall mean Westcor Partners, L.L.C., an Arizona limited liability company, TWC and TWC II and each other entity that is 100% owned directly or indirectly by any of the foregoing, and the term "Subsidiary" shall mean any of them.

        "Tangible Non-Real Estate Assets" shall mean, with respect to any Person, the aggregate value of the tangible assets exclusive of real estate and associated personal property (such real estate and associated personal property shall include, for these purposes (w) the proceeds of any sale or other disposition, which proceeds are required to be retained in the applicable Acquired Company or Affiliated Property Owner pursuant to Section 5.1(b)(i) hereof, (x) the reserve for construction at the Property commonly known as Superstition Mall, (y) an additional $608,432 and (z) any receivable or liability associated with straight-lining of rents) of such Person, including, without limitation, Retained Cash (other than Retained Cash consisting of retained proceeds as contemplated above), other cash and cash equivalents, accounts receivable less reserves for doubtful accounts in accordance with GAAP, notes

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receivable less amounts due from any Acquired Company or Affiliated Property Owner and a reserve for doubtful payments in accordance with GAAP, if any, interest receivable, restricted investments (including assets of any non-qualified deferred compensation plan), prepaid expenses, impounds and deposits.

        "Tier I Retained Cash" shall mean cash and cash equivalents of the Acquired Companies with an aggregate value equal to the amount of the following payment and other obligations of each such Acquired Company, in each case, as reflected on such entity's Estimated Closing Date Balance Sheet and without duplication: (a) Contractual Debt Payments; (b) Funded Debt Payments; (c) accrued and unpaid commitment fees for periods ending on or prior to the Closing Date on any revolving credit facility of such Acquired Company; (d) accrued and unpaid payroll obligations of such Acquired Company for periods ending on or prior to Closing, including, without limitation, payroll taxes, employer 401(k) matching funds obligations, and employer contributions to employee benefits programs (other than the 1998 Equity Plan and the 1998 Incentive Plan); (e) amounts accrued to fund incentive programs of such Acquired Company, including long-term incentive programs, annual incentive programs and annual bonus programs (other than the 1998 Equity Plan and the 1998 Incentive Plan); (f) accrued and unpaid overhead and other costs allocated to the Home Office for periods ending on or prior to the Closing Date, including, without limitation, rent, allocated property taxes, service contracts and utilities; and (g) obligations payable with respect to periods ending on or prior to the Closing Date by such Acquired Company for development costs of any Affiliated Property Owner pursuant to the partnership or limited liability company operating agreement of such Affiliated Property Owner.

        "Tier II Retained Cash" shall mean the Acquired Companies' pro rata portion of cash and cash equivalents of the Affiliated Property Owners, with an aggregate value equal to the aggregate amount of the following payment and other obligations of each such Acquired Companies' pro rata portion of each such Affiliated Property Owner, in each case, as reflected on such entity's Estimated Closing Date Balance Sheet and without duplication: (a) Contractual Debt Payments; (b) Funded Debt Payments; (c) accrued and unpaid property taxes for the Properties, net of any impounds, for the period ending on or prior to the Closing Date; (d) all tenant security deposits; (e) prepaid rents and all other prepayments of amounts due from any tenant under any lease with respect to any period subsequent to the Closing Date; (f) reserves for construction at the Properties commonly known as Superstition Springs Center and Desert Sky Mall; and (g) restricted cash balances with respect to the Property commonly known as Chandler Gateway.

        "Transaction Documents" shall mean this Agreement, the TWC II Sale Agreement, the Sale and Contribution Agreement, the Deposit Escrow Agreement, the Indemnification Escrow Agreement, the Confidentiality Agreement, each Election Form delivered and not revoked by a Class B Partner, and each agreement, instrument, election and certificate delivered pursuant to the terms hereof and thereof.

        "Transactions" shall mean the TWC II Distribution, Pre-Closing Cash Distributions, the TWC II Sale, the Company Sale, and the other transactions contemplated hereunder and under the other Transaction Documents.

        "TWC II Distributed Property" shall mean the following property of TWC II: (a) a 99% non-managing member interest in TWC Scottsdale Mezzanine, L.L.C., (b) all of the capital stock of TWC Scottsdale Corp., (c) a 33.33% general partnership interest in New River Associates, (d) a 33.33% limited liability company interest in East Mesa Mall, LLC and (e) a 50% limited liability company interest in East Mesa Land LLC.

        "TWC II Sale" shall mean the sale by the Company and TWC, on the one hand, and purchase by Macerich TWC II LLC and Macerich TWC Corp., on the other hand, of 100% of the general partnership interest and 100% of the limited partnership interests of TWC II on the terms and conditions set forth in the TWC II Sale Agreement.

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        "Unit Consideration" shall mean the aggregate number of Preferred Units issued to the Class B Partners pursuant to the Sale and Contribution Agreement.

        Section 1.2 Additional Defined Terms. As used in this Agreement, the following defined terms shall have the meanings ascribed thereto, respectively, in the Section of this Agreement referenced with respect to each such defined term (such meanings to be equally applicable to the singular and plural forms of the terms defined):

"1998 Equity Plan"   Section 5.9  
"1998 Incentive Plan"   Section 5.9  
"Accountant"   Section 2.6  
"Acquired Companies Employees"   Section 5.9  
"Additional Adjustment Payment"   Section 2.6  
"Adjusted TWC II Purchase Price"   Section 2.1  
"Aggregate Additional Distribution"   Section 2.7  
"Aggregate Partner Distribution Amount"   Section 2.5  
"AEW"   Section 4.7  
"Agreed Amount"   Section 7.2  
"Arbiter"   Section 2.7  
"Arrowhead Escrow"   Section 2.5  
"Benefit Plans"   Section 3.9  
"Budget"   Section 5.1  
"Buyer"   Preamble  
"Buyer Disclosure Schedules"   Section 4.8  
"Buyer Indemnified Party"   Section 7.2  
"Buyer Knowledge Party"   Section 4.8  
"Buyer's Knowledge"   Section 4.8  
"Cash Awards   Section 5.9  
"Claim"   Section 5.11  
"Claim Notice"   Section 7.2  
"Claimed Amount"   Section 7.2  
"Class C Interests Grant"   Section 5.9  
"Closing"   Section 2.3  
"Closing Date"   Section 2.3  
"Company"   Preamble  
"Company Consent"   Section 6.3  
"Company Disclosure Schedules"   Section 3.18  
"Company Knowledge Party"   Section 3.18  
"Company's Knowledge"   Section 3.18  
"Confidential Memorandum"   Section 3.18  
"Confidentiality Agreement"   Section 5.3  
"Delaware Courts"   Section 9.7  
"Deposits"   Section 2.2  
"Deposit Escrow Agreement"   Section 2.2  
"Dispute"   Section 7.2  
"Eastrich"   Preamble  
"Employment Agreements"   Section 3.12  
"Environmental Condition"   Section 3.14  
"Environmental Laws"   Section 3.14  
"Environmental Liabilities and Costs"   Section 3.14  
"Environmental Reports"   Section 3.14  

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"ERISA"   Section 3.9  
"Escrow Agent"   Section 2.2  
"Escrow Amounts"   Section 2.4  
"Estimated Closing Date Balance Sheets"   Section 2.6  
"Excluded Occupancy Agreement"   Section 3.10  
"Financial Statements"   Section 3.4  
"Governmental Authority"   Section 3.6  
"Holdback Escrow"   Section 5.9  
"HSR Act"   Section 3.6  
"Indemnification Cut-Off Date"   Section 7.2  
"Indemnification Escrow Agreement"   Section 2.4  
"Indemnification Representative"   Section 7.2  
"Indemnified Persons"   Section 5.11  
"Intellectual Property Rights"   Section 3.13  
"Investment Threshold"   Section 2.1  
"IRS"   Section 3.8  
"Joinder Agreement"   Preamble  
"Law"   Section 3.15  
"Leases"   Section 3.10  
"Limited Partnership Agreement"   Preamble  
"Macerich"   Preamble  
"Macerich Galahad"   Preamble  
"Macerich TWC II Corp."   Preamble  
"Macerich TWC II LLC"   Preamble  
"Macerich WRLP Corp."   Preamble  
"Macerich WRLP LLC"   Preamble  
"Material Adverse Effect"   Section 3.18  
"Maximum Amount"   Section 7.2  
"Most Recent Balance Sheet"   Section 3.4  
"Municipal Taxes"   Section 5.10  
"Neutral Auditor"   Section 2.6  
"Objection Notice"   Section 2.7  
"Partner Opinion"   Section 6.3(d )
"Partners"   Preamble  
"Partners Indemnified Party"   Section 7.3  
"Per Interest Additional Payment"   Section 2.7  
"Physical Inspection Deposit"   Section 2.2  
"Physical Inspection Period"   Section 2.8  
"Post-Closing Audited Balance Sheets"   Section 2.6  
"Pre-Closing Cash Distributions"   Section 2.5  
"Pre-Closing Distributions"   Section 2.5  
"Properties"   Section 3.10  
"PTCE"   Section 4.7  
"Representatives"   Section 5.3  
"Required Approvals"   Section 6.1  
"Response"   Section 7.2  
"Review Room"   Section 3.18  
"Sale and Contribution Agreement"   Preamble  
"Securities Act"   Section 3.1  
"Signing Deposit"   Section 2.2  
"Specified Litigation"   Section 5.13  

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"Taxes"   Section 3.8  
"Tax Return"   Section 3.8  
"Termination Notice"   Section 2.8  
"Threshold Amount"   Section 7.2  
"TWC"   Preamble  
"TWC II"   Preamble  
"TWC II Sale Agreement"   Preamble  
"TWC II Distribution"   Section 2.5  

        Section 1.3 Incorporation by Reference of Certain Defined Terms. As used in this Agreement, capitalized terms used herein and not defined herein have the meanings ascribed to such capitalized terms, respectively, in the Sale and Contribution Agreement and, if not therein defined or referenced, in the TWC II Sale Agreement, in each case with the same force and effect as if such definitions and references, as the case may be, were set forth in full in this Agreement. The definitions incorporated herein by reference to the Sale and Contribution Agreement include, without limitation, the definitions of the following terms: "Aggregate Cash Price", "Class B Partners"; "Election Deadline", "Election Period", "Investment Election", "Per Interest Price" and "Preferred Units". The definitions incorporated herein by reference to the TWC II Sale Agreement include, without limitation, the definitions of the following terms: "TWC", "TWC Limited Partnership Agreement", "TWC II Purchase Price".


ARTICLE II
THE TRANSACTIONS; CLOSING

        Section 2.1 Transactions' Sequence; Master Agreement.

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        Section 2.2 Deposits.

        Section 2.3 Closing. The closing of the Transactions (the "Closing") shall be held at the offices of Goodwin Procter LLP, 53 State Street, Boston, Massachusetts, at 10:00 a.m. (local time) on the date that is five (5) Business Days following the date on which the conditions set forth herein with respect thereto shall be satisfied or duly waived or such other place or date as may be fixed by mutual agreement of the Buyer and the Company; provided that the Closing shall not occur prior to the expiration of the Election Period. The date on which the Closing is actually held hereunder is sometimes referred to herein as the "Closing Date".

        Section 2.4 Actions at Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing:

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        Section 2.5 Pre-Closing Distributions.

        Section 2.6 Closing Date and Post-Closing Balance Sheet Adjustment.

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        Section 2.7 Post-Closing Additional Adjustment Payment.

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        Section 2.8 Physical Inspection Period. The Buyer shall have the period beginning on the Signing Date of this Agreement and ending on June 29, 2002 (such period, the "Physical Inspection Period") to complete its physical and environmental inspections of the Properties, and the Buyer shall promptly provide to the Company a copy of any physical or environmental inspection report or similar report it obtains in connection with such inspections. If, but only if, a physical or environmental inspection report obtained by the Buyer and provided to the Company discloses a structural, building system or other physical or environmental deficiency or liability in the Properties that is not disclosed in the physical condition or environmental reports included in the Review Room and that would reasonably be expected to cost in excess of $20,000,000 (in the aggregate if there is more than one such deficiency) to remedy, then the Buyer shall be entitled to terminate this Agreement by giving written notice to the Company (the "Termination Notice"), with a copy to the Escrow Agent, which Termination Notice shall specify the grounds for such termination and which must be received by the Company by 5:00 p.m. (Arizona time) on June 29, 2002, whereupon the Company and the Buyer shall have no further

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obligations or liabilities to each other hereunder, except as otherwise stated herein in this Agreement. If the Buyer does not give a Termination Notice to the Company prior to the expiration of the Physical Inspection Period, then the Buyer's right to terminate this Agreement pursuant to this Section 2.8 shall automatically expire and be of no further force or effect.

        Section 2.9 Proposed Development Properties Transactions. The parties hereto acknowledge that it is the intent of the Buyer and certain current employees of the Company to pursue a transaction, the material terms of which are set forth on the term sheet attached hereto as Exhibit F, concurrently with the Closing and consummation of the Transactions; provided, however, that the consummation of the transaction described in such term sheet shall not constitute a condition to the Closing or any Transactions.

        Section 2.10 Time of the Essence. The parties hereto acknowledge and agree that, subject only to satisfaction or waiver of the conditions to Closing (including the expiration of the Election Period) set forth hereunder and under the Purchase and Sale Agreement and TWC II Sale Agreement, and the express adjournment rights contained herein, time is of the essence in consummating the Transactions.


ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        As a material inducement to each Buyer Party to enter into the Transaction Documents to which it is party and to consummate the Transactions to which it is party, the Company represents and warrants to each Buyer Party as follows:

        Section 3.1 Capitalization. Exhibit A constitutes a complete and accurate list of all Partners and the percentage of the total outstanding Interests held by each Partner, which constitutes all the holders of all the Interests. The Interests and all of the issued and outstanding equity interests in the Subsidiaries have been duly authorized and validly issued and, to the Company's Knowledge, are free and clear of any and all Encumbrances (except for federal and state securities law restrictions of general applicability and certain transfer restrictions set forth in the Limited Partnership Agreement). Except as set forth on Schedule 3.1 or as contemplated under Section 5.9(d), there are no contracts or commitments relating to the issuance, sale or transfer of any equity securities or other securities of any Acquired Company, including, without limitation, options, warrants, call rights or preemptive rights. None of the outstanding equity securities or other securities of any Acquired Company was issued in violation of the Securities Act of 1933 (the "Securities Act") or other state securities laws. Except as set forth on Schedule 3.1, no Acquired Company owns, or has any contract to acquire, any equity securities or other securities of any Person (other than the Acquired Companies or the Affiliated Property Owners) or any direct or indirect equity or ownership interest in any other business. Except as set forth on Schedule 3.1, or as contemplated under Section 5.9(d), there are no voting trusts, equity holder agreements or understandings in effect with respect to the voting or transfer of the Interests, or any other securities of, or equity interests in, any Acquired Company.

        Section 3.2 Organization of Acquired Companies; Authority.

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        Section 3.3 Affiliated Property Owners. Schedule 3.3 contains a complete and accurate list for each Affiliated Property Owner of its name, its jurisdiction of organization, other jurisdictions in which it is authorized to do business, and its capitalization (including the identity of each equity holder that is an Acquired Company and the percentage interest held by such holders and, to the Company's Knowledge, the identity of each other equity holder and the percentage interest held by such holders). Each Affiliated Property Owner is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all the requisite limited liability company or partnership power, as applicable, and authority to carry on its business as now being conducted and to own, operate and lease the properties owned, operated and leased by it. Each of the Affiliated Property Owners is qualified to do business and is in good standing in each jurisdiction in which the nature of its business requires it to be so qualified, except to the extent the failure to so qualify would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Acquired Company is and, to the Company's Knowledge, no equity holder of an Affiliated Property Owner that is not an Acquired Company is, in default of its obligations under the partnership or limited liability company agreement or other governing document for the Affiliated Property Owner of which it is an equity holder. There are no pending capital calls or capital calls currently being contemplated in the foreseeable future with respect to any Affiliated Property Owner other than the equity required to fund (as reflected in the Budget) the development of the Property commonly known as Scottsdale 101.

        Section 3.4 Financial Statements; Undisclosed Liabilities.

        Section 3.5 Absence of Certain Changes. Except as set forth on Schedule 3.5 or expressly as required in any Transaction Document to be performed by any Acquired Company prior to or on the Closing Date (including, without limitation, as contemplated under Section 7.1(b) of the Sale and Contribution Agreement and Section 4.1(b) of the TWC II Sale Agreement), since March 31, 2002, the Acquired

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Companies and the Affiliated Property Owners have operated only in the ordinary course of business consistent with past practice and there has not been any of the following:

        Section 3.6 Consents and Approvals.

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        Section 3.7 Litigation. To the Company's knowledge, except as set forth on Schedule 3.7, except for routine litigation arising in the ordinary course of the Acquired Companies' or the Affiliated Property Owners' business or that is adequately covered by insurance, there is no action, suit or proceeding, claim, arbitration or investigation against an Acquired Company or Affiliated Property Owner pending or, to the Company's Knowledge, threatened in writing.

        Section 3.8 Taxes.

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        Section 3.9 Employee Benefit Plans. All of the employee benefit plans and other similar programs and arrangements, including any plans or arrangements providing for "fringe benefits" or perquisites, maintained for the benefit of any current or former employee, partner, agent, officer or director or any dependents or beneficiaries of such individuals of any of the Acquired Companies (the "Benefit Plans") are listed on Schedule 3.9. With respect to such Benefit Plans, except as set forth in Schedule 3.9, (a) each Benefit Plan and any related trust intended to be qualified under Sections 401(a), 501(a) or 501(c) of the Code has been duly authorized by the appropriate board of directors or other governing body of the Company and each participating Subsidiary, is qualified in form and operation under Section 401(a) of the Code and each trust under such Benefit Plan is exempt from tax under Section 501(a) of the Code, has received a favorable determination letter from the IRS that it is so qualified and, to the Company's Knowledge, nothing has occurred that will or could give rise to disqualification or loss of tax-exempt status of any such Benefit Plan or trust under such sections, no event has occurred that will or could subject any such Benefit Plans to tax under Section 511 of the Code, and no non-exempt prohibited transaction (within the meaning of Section 4975 of the Code) or non-exempt party-in-interest transaction (within the meaning of Section 406 of the Employee Retirement and Income Security Act of 1974, as amended ("ERISA") has occurred with respect to any of such Benefit Plans, (b) each Benefit Plan has been operated in all material respects in accordance with the terms and requirements of applicable law including requirements under ERISA and the Code (including COBRA requirements under Section 4980B of the Code), (c) none of the Acquired Companies has incurred any direct or indirect liability under, arising out of or by operation of Title I or Title IV of ERISA in connection with any Benefit Plan or other retirement plan or arrangement, and no fact or event exists that would reasonably be expected to give rise to any such liability, (d) all contributions due and payable on or before the date of this Agreement in respect of each Benefit Plan have been made in full or properly accrued and as of the Closing, neither the Acquired Companies nor the Buyer shall have or assume any material liability that is unfunded or unaccrued related to any Benefit Plan, (e) none of the Acquired Companies, and no trade or business (whether or not incorporated) that is a member of a group of which the Company or any Subsidiary is a member and which is under common control within the meaning of Section 414(b) and (c) of the Code, has ever sponsored or been obligated to contribute to any "multiemployer plan" (as defined in Section 3(37) of ERISA), "multiple employer plan" (as defined in Section 413 of the Code) or "defined benefit plan" (as defined in Section 3(35) of ERISA) and/or Section 412 of the Code, (f) except as set forth on Schedule 3.9 and, except as otherwise required by Section 4980B of the Code and applicable state insurance laws, no Benefit Plan currently or previously maintained by the Acquired Companies provides any post-retirement health or life insurance benefits, and none of the Acquired Companies maintains any obligations to provide post-retirement health or life insurance benefits in the future, (g) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied with respect to each Benefit Plan in all material respects, (h) each Benefit Plan maintained for the benefit of any current or former employee, partner, agent, officer or director of any of the Acquired Companies is listed on Schedule 3.9 and true and complete copies of the current plan documents,

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summary plan descriptions, most recent determination letters from the IRS and Forms 5500 (where applicable) for each such Benefit Plan have been provided to the Buyer, (i) there are no negotiations, demands or proposals that are pending or have been made which concern matters now covered by the Benefit Plans, or that would be covered by plans, agreements or arrangements of the type described in this section and there are not pending or, to the Company's Knowledge, threatened litigation or claims (other than routine claims for benefits) against the Benefit Plans or their assets or arising out of the Benefit Plans, and (j) no benefit or amount payable or which may become payable by the Acquired Companies pursuant to any Benefit Plan, agreement or contract with any employee, shall constitute an "excess parachute payment," within the meaning of Section 280G of the Code, which is or may be subject to the imposition of any excise tax under Section 4999 of the Code or which would not reasonably be expected to be deductible by reason of Section 280G of the Code. None of the Affiliated Property Owners has any employees and, thus, has no employee benefit plans, programs and arrangements maintained for the benefit of any employees.

        Section 3.10 Properties.

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        Section 3.11 Labor and Employment Matters. Except as set forth on Schedule 3.11:

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        Section 3.12 Contracts and Commitments.

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        Section 3.13 Intellectual Property. Except as set forth on Schedule 3.13, each Acquired Company and Affiliated Property Owner owns or has the right to use all trademarks, trade names, product names, domain names, service marks, logos, patents, patent applications, trade secrets, copyrights and other intellectual property rights (including domestic and foreign registrations and applications therefore) (collectively, the "Intellectual Property Rights"), as are used in connection with the business of such Acquired Company or Affiliated Property Owner, as applicable, except where the failure to own or have the right to use such Intellectual Property Rights would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.13, to the Company's Knowledge, use of the Intellectual Property Rights by the Acquired Companies and Affiliated Property Owners (a) does not infringe any rights of any third party, and (b) none of the Acquired Companies or Affiliated Property Owners has received any written notice from any Person claiming that the rights of any Acquired Company or Affiliated Property Owner in or to the Intellectual Property Rights conflict with or infringe on the rights of any other Person.

        Section 3.14 Environmental Matters. Except as set forth on Schedule 3.14 or disclosed in the Environmental Reports (as hereinafter defined), to the Company's Knowledge, (a) the Acquired Companies and the Affiliated Property Owners are in compliance in all material respects with all applicable Environmental Laws (as hereinafter defined), (b) there are no material Environmental Liabilities and Costs (as hereinafter defined) of the Acquired Companies, (c) there are no material Environmental Conditions (as hereinafter defined) on or related to the Properties, (d) the Company has not received any written notice during the two (2) year period prior to the date of this Agreement from any governmental agency or other third party alleging any material violation of, or noncompliance with, any Environmental Law, or requiring the removal, clean-up or remediation of any Environmental Condition, whether or not on any of the Properties, which such matter has not been resolved as of the date of this Agreement, and (e) the Company has not received written notice during the two (2) year period prior to the date of this Agreement that they are subject to any enforcement or investigatory action by any governmental agency regarding an Environmental Condition with respect to any Property, which such matter has not been resolved as of the date of this Agreement. As used herein, the terms "toxic" or "hazardous" wastes, substances or materials shall include, without limitation, all those so designated in and in any way regulated by any current Environmental Laws. The Acquired Companies have previously made available to the Buyer in the Review Room (as hereinafter defined) copies of the following written materials in their possession or control: copies of the most recent environmental audits, site assessments and documentation regarding off-site disposal of hazardous materials (collectively, the "Environmental Reports").

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        For purposes of this Agreement, the following definitions shall apply:

        "Environmental Laws" shall mean all applicable federal, state and local statutes or laws, judgments, orders, regulations, licenses, permits, rules and ordinances relating to pollution or protection of health, safety or the environment, including, but not limited to the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), Resources Conservation and Recovery Act (42 U.S.C. §6901 et seq.), Safe Drinking Water Act (42 U.S.C. §3000(f) et seq.), Toxic Substances Control Act (15 U.S.C. §2601 et seq.), Clean Air Act (42 U.S.C. §7401 et seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.), and other similar state and local statutes.

        "Environmental Condition" shall mean the introduction into the environment of any contaminant, pollutant, hazardous or toxic waste, substance or material (whether or not upon the Properties) at levels or in amounts in excess of applicable legal or regulatory permits, limits or standards, as a result of which the Acquired Companies or Affiliated Property Owners, with respect to this Section 3.14, (1) has or may become liable to any Person or Governmental Authority, (2) is in violation of any Environmental Law, or (3) by reason of which any of the properties or other assets of any of the Acquired Companies or Affiliated Property Owners, with respect to this Section 3.14, may suffer or be subject to any lien.

        "Environmental Liabilities and Costs" shall mean all liabilities, obligations, responsibilities, obligations to conduct cleanup, losses, damages, deficiencies, punitive damages, costs and expenses (including, without limitation, all reasonable fees, disbursements and expenses of counsel, expert and consulting fees and costs of any necessary investigations and feasibility studies and responding to government requests for information or documents), fines, penalties, monetary sanctions, known or unknown, absolute or contingent, past, present or future, resulting from any claim or demand, by any Person or Governmental Authority, whether based in contract, tort, implied or express warranty, strict liability, joint and several liability, criminal or civil statute, under any Environmental Law, or arising from Environmental Conditions, as a result of past or present ownership, leasing or operation of any properties, owned, leased or operated by the Acquired Companies or the Affiliated Property Owners with respect to Section 3.14.

        Section 3.15 Compliance with Laws; Permits.

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        Section 3.16 Insurance. Schedule 3.16 sets forth a true and correct summary of the insurance policies held by, or for the benefit of, the Acquired Companies and the Affiliated Property Owners including the underwriter of such policies and the amount of coverage thereunder. The Acquired Companies or the Affiliated Property Owners have paid, or caused to be paid, all premiums due under such policies and are not in default with respect to any monetary obligations under such policies in any material respect. To the Company's Knowledge, each of the Acquired Companies and the Affiliated Property Owners maintains insurance with financially responsible insurers in such amounts and covering such risks as are in accordance with normal industry practice for companies engaged in businesses similar to those of the Acquired Companies (taking into account the cost and availability of such insurance), except where the failure to maintain such insurance would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.16, the Company has not received any written notice of cancellation or termination with respect to any existing material insurance policy that is held by, or for the benefit of, any of the Acquired Companies or the Affiliated Property Owners or that relates to any Property.

        Section 3.17 Brokers. No broker, investment banker, financial advisor or other Person, other than Eastdil Realty Company, L.L.C., the fees and expenses of which will be paid by the Company at or prior to Closing, is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the Transactions and other transactions contemplated by this Agreement based on any contacts made by the Company or any Affiliate or agent of the Company.

        Section 3.18 Disclaimer; Company's Knowledge; Disclosure; Material Adverse Effect.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER

        As a material inducement to the Acquired Companies and each Partner to enter into the Transaction Documents to which he, she or it is party and to consummate the Transactions to which he, she or it is party, the Buyer represents and warrants to the Company as follows:

        Section 4.1 Organization of the Buyer. Each of the Buyer and Macerich Galahad is a duly organized, validly existing limited partnership and in good standing under the laws of the State of Delaware and has all the requisite partnership power and authority to enter into this Agreement and the other Transaction Documents, to carry out its obligations hereunder and thereunder and to consummate the Transactions and the other transactions contemplated hereby. Each of Macerich TWC LLC and Macerich WRLP LLC is a duly organized, validly existing limited liability company and in good standing under the laws of the State of Delaware and has all the requisite company power and authority to enter into this Agreement, and the other Transaction Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. Each of Macerich, Macerich TWC II Corp. and Macerich WRLP Corp. is a duly incorporated, validly existing corporation and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite, corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is party, to carry out its obligations hereunder and thereunder and to consummate the Transactions and other transactions contemplated hereby and thereby. Each Buyer Party is qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified except to the extent the failure to so qualify would not, either individually or in the aggregate, have a material adverse effect on the ability of such Buyer Party to perform its obligations under this Agreement. Schedule 4.1 sets forth the class, series and, or type of each partnership interest in the Buyer and the total number of each class, series or type of interest outstanding as of the most recent available date.

        Section 4.2 Authority. Each Buyer Party has full authority, right, power and capacity to enter into each Transaction Document to which it is party and each agreement, document and instrument to be executed and delivered by or on behalf of such Buyer Party, as applicable, pursuant to or as contemplated by the Transaction Documents (or any of them) and to carry out the Transactions and the other transactions contemplated hereby and thereby to which it is party. The execution, delivery and performance by each Buyer Party of this Agreement, the other Transaction Documents and each such other agreement, document and instrument to which it is party have been duly authorized by all necessary action of such Buyer Party, as applicable, and no other action on the part of such Buyer Party is required in connection therewith. This Agreement and each agreement, document and instrument to be executed and delivered by the Buyer Parties pursuant to or as contemplated by the Transaction Documents (or any of them) constitute, or when executed and delivered will constitute, valid and binding obligations of each applicable Buyer Party, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies. Except as provided in Schedule 4.2, and except as may result from any facts or circumstances relating solely to the Acquired Companies and Affiliated Property Owners, and assuming that all consents, approvals, authorizations and other actions set forth in Section 4.3 have been obtained and all filings and notifications set forth on Schedule 4.3 have been made, the execution, delivery and performance by each Buyer Party of the other Transaction Documents and each such agreement, document and instrument to which it is party:

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        Section 4.3 Consents and Approvals.

        Section 4.4 Litigation. Except as set forth on Schedule 4.4 and except for routine litigation arising in the ordinary course of business of a Buyer Party, or to the Buyer's Knowledge that is adequately covered by insurance, there is no action, suit or proceeding, claim, arbitration or investigation pending against any Buyer Party or, to the Buyer's Knowledge, threatened, which, if adversely determined, (a) would delay or prevent the consummation of the Transactions, or (b) would be reasonably expected to have a material adverse effect on the ability of any Buyer Party to perform its obligations under any Transaction Document.

        Section 4.5 Financing. The Buyer will have available to it at the Closing, all funds necessary to consummate the Transactions and other transactions contemplated by this Agreement. The Buyer has heretofore furnished the Company with sufficient evidence, including true and complete copies of balance sheets of the Buyer and/or a financing commitment from the Buyer's third party financing sources as are attached hereto as Schedule 4.5, of its financial ability to consummate the transactions contemplated by this Agreement. The Buyer acknowledges and agrees that the Buyer's performance of its obligations under the Transaction Documents (or any of them) is not in any way contingent upon

32



the availability of financing to the Buyer, including the closing of the financing under any financing commitment obtained by the Buyer.

        Section 4.6 Brokers. No broker, investment banker, financial advisor or other Person, other than Deutsche Bank Securities Inc., the fees and expenses of which will be paid by the Buyer, is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the Transactions or other transactions contemplated by this Agreement based on any contacts made by the Buyer or any Affiliate or agent of the Buyer.

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        Section 4.7 ERISA Compliance.

        Section 4.8 Buyer's Knowledge; Disclosure.

        Section 4.9 Certain Tax Matters. Each of Macerich Galahad, Macerich TWC II LLC and Macerich WRLP LLC has qualified either as a "partnership" or a "disregarded entity" (within the meaning of

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Section 301.7701-3 of the federal regulations under the Code), and each of Macerich TWC II Corp. and Macerich WRLP Corp. has qualified as a "Qualified REIT Subsidiary" (within the meaning of Section 856(i) of the Code) for federal income Tax purposes at all times during its existence.


ARTICLE V
CERTAIN COVENANTS AND AGREEMENTS OF THE BUYER AND THE COMPANY

        Section 5.1 Conduct of Business Prior to Closing.

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        Section 5.2 Access to Information.

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        Section 5.3 Confidentiality. Subject to the requirements of applicable Law and the requirements of any securities exchange on which a party's securities may be listed, and except as may be disclosed in a press release consented to in writing by both parties in accordance with Section 5.6, from the Signing Date until the Closing, the parties hereto will, and will instruct each of their respective Affiliates, associates, partners, employees, directors, officers, agents, counsel, auditors, investment bankers, representatives and advisors (the "Representatives") to, (a) hold in strict confidence all such information as is confidential or proprietary, (b) use such information only in connection with the consummation of the Transactions and, (c) if this Agreement is terminated in accordance with its terms, will deliver promptly to the party initially providing such confidential information (or destroy and certify to such other party the destruction of) all copies of such information (and any copies, compilations or extracts thereof or based thereon) then in their possession or under their control. Each party hereto agrees that money damages would not be a sufficient remedy for any breach of this Section 5.3 by the other party hereto or any of its Representatives, and that, in addition to all other remedies, such non-breaching party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and each such party further agrees to waive and to use its best efforts to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with any such remedy. Each party agrees to be responsible for any breach of this Section 5.3 by any of its Representatives. Nothing contained in this Section 5.3 shall affect, modify or otherwise limit the respective agreements and other obligations of the Buyer, on the one hand, and the Company, on the other, contained in that certain Confidentiality Agreement dated as of March 4, 2002 or any other agreement of a party with respect to the confidentiality of information relating to the Acquired

38


Companies or the Properties (collectively, the "Confidentiality Agreement"), which Confidentiality Agreement shall remain in full force and effect.

        Section 5.4 Regulatory and Other Authorizations; Consents.

        Section 5.5 Further Action. Each of the parties hereto shall use its respective reasonable best efforts to take or cause to be taken all appropriate action, do or cause to be done all things necessary, proper or advisable, and execute and deliver such documents and other papers, as may be required to carry out the provisions of each Transaction Document and consummate and make effective the Transactions and the other transactions contemplated by the Transaction Documents.

        Section 5.6 Press Releases. The parties hereto will, and will cause each of their Affiliates to, maintain the Transaction Documents confidential and will not, and will cause each of their Affiliates not to, issue or cause the publication of any press release or other public announcement with respect to any Transaction Document, the Transactions or the other transactions contemplated hereby without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld; provided, however, that nothing herein will prohibit the Company or the Buyer from issuing or causing publication of any such press release or public announcement to the extent that such party reasonably determines, after consultation with outside legal counsel, such action to be required by Law or the rules of any applicable self-regulatory organization, in which event such party will use its reasonable best efforts to allow the other party reasonable time to comment on such release or announcement in advance of its issuance.

        Section 5.7 No Solicitation.

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        Section 5.8 Tax Returns.

        Section 5.9 Employee Matters.

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41


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        Section 5.10 Conveyance Taxes; Costs. The Buyer shall be liable for and shall hold the Company and the Partners harmless against any transfer, value added, excise, stamp, recording, registration and any similar Taxes that become payable in connection with the transactions contemplated hereby. Notwithstanding the foregoing, the Partners severally (pro rata in accordance with their Interests), and not jointly, shall be liable for and hold the Buyer Parties harmless against certain city, county, municipal or local conveyance Taxes (the "Municipal Taxes") to the extent such Municipal Taxes are actually incurred; provided that the Buyer Parties (a) shall timely prepare, or cause to be prepared, any Tax Returns with respect to such Municipal Taxes (or any transaction giving rise or purportedly giving rise to such Municipal Taxes) required to be filed by applicable Law, in each case, in form and substance reasonably satisfactory to the Company and the Indemnification Representative, on behalf of the Partners, and otherwise cooperate in good faith with the Company and the Indemnification Representative, as the case may be, in such preparation of such Tax Returns, (b) shall timely file, or cause to be filed, such Tax Returns with the appropriate Governmental Authorities, and (c) shall otherwise cooperate in good faith with the Company and the Indemnification Representative in the preparation and filing of such Tax Returns; provided further that (1) the Buyer Parties shall promptly notify the Indemnification Representative of any notice of a proposed assessment or claim in an administrative, judicial or other proceeding that, if determined adversely to the taxpayer, would be grounds for indemnification under this sentence, and (2) the Indemnification Representative (on behalf of the Partners), at its option, shall have the right to defend any administrative, judicial or other proceeding in such manner as it may deem appropriate with respect to such claimed Municipal Taxes. The Buyer Parties' right to indemnification pursuant to this Section 5.10 shall not be subject to any time limitation, Threshold Amount or Maximum Amount provided in Article VII, and the Buyer Parties shall not be obligated to seek payment from the Indemnification Escrow Amount, or be limited by the funds remaining in the Indemnification Escrow Amount. For the avoidance of doubt, the provisions of Sections 7.2(c)-(g) and the final sentence of 7.2(h) shall be applicable to claims under this Section 5.10. The inclusion of this Section 5.10 is not an admission by any party hereto that any Acquired Company, Affiliated Property Owner, Property or any party hereto, or any Transaction, is subject to any Municipal Tax or to any other Tax liability related thereto.

        Section 5.11 Existing Partnership Indemnification Rights. Subject to applicable Law and the rules of any securities exchange on which the Buyer's securities may be listed, the Buyer agrees to honor and to continue in full force and effect all rights to exculpation and indemnification existing in favor of, and all limitations on the personal liability of, the general partner, the limited partners and the members of the "management committee" (as such term is used in the Limited Partnership Agreement) of the Company and each of their respective Representatives as of the Closing (the "Indemnified Persons") provided for in the Limited Partnership Agreement as in effect as of the date hereof, including without limitation the provisions of Sections 8.4 and 8.5 of the Limited Partnership Agreement, with respect to matters occurring prior to and through the Closing, and specifically including the transactions contemplated hereby, for a period of six (6) years from the Closing; provided, however, that all rights to indemnification in respect of any claims (each, a "Claim") asserted or made within such period shall continue until the disposition of such Claim. Following the Closing, the Buyer shall not, and shall not permit the Company to, amend or modify the certificate of limited partnership or limited partnership agreement of the Company if the effect of such amendment or modification would be to lessen or otherwise adversely affect the exculpation or indemnification rights of such Indemnified Persons or limitation of liability of such Indemnified Persons as provided therein. In the event that the Company transfers all or substantially all of its properties and assets to any Person or Persons in one or a series of transactions (whether by merger, sale of equity interests, sale of assets or other legal structure), then and in each such case, proper provision shall be made so that the transferee of such properties or assets shall assume the obligations of the Company under this Section 5.11. This Section 5.11 is intended to benefit each of the Indemnified Persons and their respective heirs, successors, assigns and personal representatives, each whom shall be entitled to enforce the provisions hereof and,

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notwithstanding anything in this Agreement to the contrary, each of whom shall be deemed and is expressly made third party beneficiaries under and with respect to this Agreement.

        Section 5.12 Notice of Certain Facts. From the Signing Date until the Closing, each party shall promptly notify and inform the other of any material variance or incorrect statement in the representations and warranties contained in Article III of this Agreement or Article VI of the Sale and Contribution Agreement discovered by such party or its Representatives, and shall use commercially reasonable efforts to remedy the same. Upon reasonable notice to the other party, either party may supplement its Schedules to this Agreement from time to time prior to the Closing with respect to any matter that, if existing or occurring at or prior to the Closing Date, would have been required to be set forth on such party's schedules or that is necessary to complete or correct any information contained in any representation or warranty made by such party, provided that any such supplement shall not serve to cure any breach of or inaccuracy in a representation or warranty previously made by the disclosing party, and shall not be deemed or construed as a waiver of the non-disclosing party's rights with respect to any such breach or inaccuracy.

        Section 5.13 Resolution of Certain Litigation. The Partners shall severally (pro rata in accordance with their Interests), and not jointly, indemnify the Buyer Parties against Losses incurred by the Buyer Parties following the Closing that are related to and arise out of that certain litigation matter referenced in Item A.1. on Schedule 3.7 (the "Specified Litigation"). The Buyer Parties' right to indemnification pursuant to this Section 5.13 shall not be subject to any time limitation, Threshold Amount or Maximum Amount provided in Article VII, and the Buyer Parties shall not be obligated to seek payment from the Indemnification Escrow Amount, or be limited by the funds remaining in the Indemnification Escrow Amount. For the avoidance of doubt, the provisions of Sections 7.2(c)-(g) and the final sentence of Section 7.2(h) shall be applicable to claims for indemnity under this Section 5.13. Notwithstanding the foregoing, this Section 5.13 (and the Partners' obligations hereunder) shall terminate and be of no further force and effect in the event that the Company, at any time, settles the Specified Litigation without ongoing obligations of or restrictions on any Acquired Company or Affiliated Property Owner or the Specified Litigation is dismissed with prejudice by, or the subject of a final non-appealable order of, a court of competent jurisdiction. The inclusion of this Section 5.13 is not an admission by any party hereto that any Acquired Company, Affiliated Property Owner, Property or any party hereto, is subject to any liability to any third party whatsoever with respect to the Specified Litigation.


ARTICLE VI
CONDITIONS TO CLOSING

        Section 6.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Transactions and the other transactions contemplated under the Transaction Documents shall be subject to the satisfaction or waiver (in writing), at or prior to the Closing, of each of the following conditions, any or all of which may be waived, in whole or in part by the parties hereto (but only to the extent that such matter is a precondition to the obligations of such waiving party), to the extent permitted by applicable law:

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        Section 6.2 Conditions to Obligations of the Company, TWC, TWC II and the Partners. The obligations of the Company and each Partner to consummate the Transactions shall be subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:

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        Section 6.3 Conditions to Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the Transactions shall be subject to the satisfaction or waiver by the applicable Buyer Party, at or prior to the Closing, of each of the following conditions:

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47



ARTICLE VII
INDEMNIFICATION

        Section 7.1 Survival.

        Section 7.2 Indemnification by the Partners.

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49


50


51


Any liability for indemnification under this Section 7.2 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.

        Section 7.3 Indemnification by the Buyer.

52


53


Any liability for indemnification under this Section 7.3 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.


ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER

        Section 8.1 Termination. This Agreement may be terminated:

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        Section 8.2 Effect of Termination.

        Section 8.3 Waiver. At any time prior to the Closing, the Buyer Parties, on the one hand, and the Company and its Affiliates, on the other hand, may (a) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, (b) waive any inaccuracies in the

55


representations and warranties of the other party or parties contained herein or in any document delivered by such other party pursuant hereto or (c) waive compliance with any of the agreements of such other party or conditions to its own obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Waiver of any term or condition of this Agreement by a party shall not be construed as a waiver of any subsequent breach or waiver of the same term or condition by such party, or a waiver of any other term or condition of this Agreement by such party. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any such rights.


ARTICLE IX
GENERAL PROVISIONS

        Section 9.1 Notices. Except as otherwise specifically provided herein, all notices, requests, claims, demands and other communications under this Agreement will be in writing and will be deemed given upon delivery if delivered personally or one Business Day after it is sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as specified by like notice):

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Any party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

        Section 9.2 Interpretation. When a reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference will be to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation". The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms used herein with initial capital letters have the meanings ascribed to them herein and all terms defined in this Agreement will have such defined meanings when used in any certificate, agreement or other document made or delivered pursuant hereto unless otherwise defined or referenced therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

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        Section 9.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

        Section 9.4 Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement, together with the other Transaction Documents (including the documents and instruments referred to herein and therein), constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. Except as set forth in Sections 5.9(d) and 5.11 hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties hereto any legal or equitable right, remedy or claim under or with respect to this Agreement or any other Transaction Document or any provision hereof or thereof. If any term, condition or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

        Section 9.5 Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the parties hereto or (b) by a waiver in accordance with Section 8.3; provided, however, that this Agreement shall be automatically amended by, and to the extent of, each joinder agreement delivered by any Partner, which joinder agreements shall be executed and delivered concurrently herewith in the form of the Joinder Agreement, a copy of which is attached as Exhibit G hereto; provided, however, that any party executing the Joinder Agreement under a power of attorney may subsequently execute such Joinder Agreement as a direct signatory thereto and such re-execution shall be effective as of the date of the Joinder Agreement.

        Section 9.6 Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflict of laws.

        Section 9.7 Consent to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for the District of Delaware (the "Delaware Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives an objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in an inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware.

        Section 9.8 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned, in whole or in part, by any of the parties hereto without the prior written consent of the other party; provided that, following the Closing, any Class A Partner or Eastrich may assign its rights (but not its obligations) hereunder to any Affiliate thereof. Any assignment in violation of the preceding sentence will be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns. Any permitted assignee of any party hereto will be deemed to have joined this Agreement upon acceptance of such assignment.

        Section 9.9 Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants,

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incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided, however, that, in the event a filing or filings pursuant to the HSR Act is required, any filing fee or fees due in connection therewith shall be shared equally by the Company on the one hand and the Buyer on the other hand.

        Section 9.10 Execution by Officer of the Company. This Agreement is executed on behalf of the Company by an officer of the general partner of the Company, acting in his or her capacity as such officer, and not individually. Each Buyer Party and each person dealing with the Company, or claiming any rights or interests herein or hereunder, agrees to look solely to the assets of the Company for satisfaction of any obligations of the Company prior to the Closing, and they further agree that no advisor, manager, employee, officer, director or agent of the Company (in their capacity as such), shall have any personal liability hereunder or otherwise.

        Section 9.11 Execution by Attorney-in-Fact of the Partners. This Agreement is executed on behalf of each Partner other than Eastrich by an individual representing such Partner, acting in his or her capacity as such representative, and not individually (any such person in such capacity, the "Attorney"). The Buyer, the Company and each other person dealing with the Attorney, or claiming any rights or interests herein or hereunder, agrees to look solely to the Partners for satisfaction of any obligations of the Attorney in accordance with the provisions of the Partners Agreement dated as of May 30, 2002 among the Partners, and each such Person further agrees that the Attorney (or any Attorney) shall have no personal liability hereunder or otherwise.

        Section 9.12 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE COMPANY, THE BUYER, MACERICH GALAHAD, TWC, TWC II, MACERICH WRLP LLC, MACERICH WRLP CORP., MACERICH TWC II LLC, MACERICH TWC II CORP., AND EACH PARTNER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

[The remainder of this page is intentionally blank.]

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        IN WITNESS WHEREOF, the Company, the Buyer and the Partners have caused this Agreement to be signed as of the date first written above.

    THE COMPANY, TWC and TWC II:

 

 

WESTCOR REALTY LIMITED PARTNERSHIP

 

 

By:

Eastrich No. 128 Corp.,
its General Partner

 

 

By:


Name:
Title:

 

 

THE WESTCOR COMPANY
LIMITED PARTNERSHIP

 

 

By:

Westcor Realty Limited Partnership,
its General Partner

 

 

By:

By: Eastrich No. 128 Corp.,
its General Partner

 

 

By:


Name:
Title:

 

 

THE WESTCOR COMPANY II
LIMITED PARTNERSHIP

 

 

By:

Westcor Realty Limited Partnership,
its General Partner

 

 

By:

Eastrich No. 128 Corp.,
its General Partner

 

 

By:


Name:
Title:

 

 

THE BUYER PARTIES:

 

 

THE MACERICH PARTNERSHIP, L.P.

 

 

By:

The Macerich Company,
its General Partner

 

 

By:


Name:
Title:

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MACERICH GALAHAD LP

 

 

By:

Macerich Galahad GP Corp.,
its General Partner

 

 

By:


Name:
Title:

 

 

MACERICH TWC II LLC

 

 

By:


its sole Member

 

 

By:


Name:
Title:

 

 

MACERICH TWC II CORP.

 

 

By:


Name:
Title:

 

 

MACERICH WRLP LLC

 

 

By:


its sole Member

 

 

By:


Name:
Title:

 

 

MACERICH WRLP CORP.

 

 

By:


Name:
Title:

 

 

THE PARTNERS:

 

 

EASTRICH NO. 128 CORP.

 

 

By:


Name:
Title:

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QuickLinks

Exhibit 2.1
MASTER AGREEMENT dated as of June 29, 2002 by and among WESTCOR REALTY LIMITED PARTNERSHIP, THE WESTCOR COMPANY LIMITED PARTNERSHIP and THE WESTCOR COMPANY II LIMITED PARTNERSHIP and EASTRICH NO. 128 CORP. and THE LIMITED PARTNERS OF WESTCOR REALTY LIMITED PARTNERSHIP and THE MACERICH PARTNERSHIP, L.P., MACERICH GALAHAD LP, MACERICH TWC II LLC, MACERICH TWC II CORP., MACERICH WRLP LLC, and MACERICH WRLP CORP.
TABLE OF CONTENTS
MASTER AGREEMENT
ARTICLE I DEFINITIONS
ARTICLE II THE TRANSACTIONS; CLOSING
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER
ARTICLE V CERTAIN COVENANTS AND AGREEMENTS OF THE BUYER AND THE COMPANY
ARTICLE VI CONDITIONS TO CLOSING
ARTICLE VII INDEMNIFICATION
ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
ARTICLE IX GENERAL PROVISIONS

QuickLinks -- Click here to rapidly navigate through this document


Exhibit 2.2

EXECUTION COPY


PURCHASE AND SALE AND CONTRIBUTION AGREEMENT

        THIS PURCHASE AND SALE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of June 29, 2002, by and among WESTCOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the "Buyer"), MACERICH GALAHAD LP, a Delaware limited partnership ("Macerich Galahad"), MACERICH WRLP LLC, a Delaware limited liability company ("Macerich LLC"), MACERICH WRLP CORP., a Delaware corporation ("Macerich GP"; and, together with Macerich Galahad and Macerich LLC the "Purchasers"), EASTRICH NO. 128 CORP., a Massachusetts corporation and the general partner of the Company ("Eastrich"), and, each of the individuals, partnerships, trusts, limited liability companies and other entities listed on Exhibit A hereto (each, a "Limited Partner", and together with Eastrich, collectively, the "Partners").

        WHEREAS, the Company, the Buyer and Macerich Galahad entered into the Agreement and Plan of Merger, dated as of May 30, 2002 (the "Original Agreement"), pursuant to which, inter alia, Macerich Galahad, a subsidiary of the Buyer, would merge with and into the Company and the Company would become a subsidiary of the Buyer;

        WHEREAS, as set forth in Section 2.11 of the Original Agreement, the Company, the Buyer and Macerich Galahad contemplated restructuring the transactions contemplated under the Original Agreement in a mutually agreeable manner, as set forth in such Section 2.11 and the Terms of Proposed Alternative Transaction Structure appended to the Original Agreement as Exhibit G thereto;

        WHEREAS, the Buyer, the Company and Macerich Galahad desire to modify the structure of the transactions contemplated under the Original Agreement to effect an alternative structure contemplated by Section 2.11 of and Exhibit G to the Original Agreement;

        WHEREAS, the Buyer, the Company and Macerich Galahad have amended and restated the Original Agreement in its entirety as the Master Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Master Agreement"), with Eastrich and the other Partners;

        WHEREAS, concurrently herewith certain Affiliates of the Buyer and the Purchasers, the Company and certain of its Affiliates are entering into the Partnership Interest Purchase and Sale Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "TWC II Sale Agreement");

        WHEREAS, this Agreement and the consummation of the Transactions (as hereinafter defined) have been approved by the board of directors of The Macerich Company ("Macerich"), the general partner of the Buyer, Macerich Galahad GP Corp., the general partner of Macerich Galahad, and Macerich GP;

        WHEREAS, this Agreement and the consummation of the Transactions have been approved by all necessary parties in accordance with the Limited Partnership Agreement of the Company dated as of July 28, 1994, as amended (the "Limited Partnership Agreement"); and

        WHEREAS, concurrently herewith, the Partners have executed and delivered the Amended and Restated Partners Joinder Agreement, dated as of the date hereof (the "Joinder Agreement"), pursuant to which, inter alia, each Partner joins and agrees to be bound by this Agreement and the Master Agreement with the same force and effect as if a signatory hereto and thereto, subject only to the terms of such Amended and Restated Partners Joinder Agreement.



        NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:


ARTICLE I
DEFINITIONS

        Section 1.1 Certain Defined Terms. As used in this Agreement, the following defined terms shall have the following meanings (such meanings to be equally applicable to the singular and plural forms of the terms defined):

        "Buyer Partnership Agreement Amendment" shall mean the amendment to the Amended and Restated Limited Partnership Agreement of The Macerich Partnership, L.P. dated as of March 16, 1994, as amended (the "Buyer Partnership Agreement") in substantially the form of Exhibit B hereto.

        "Class A Partner" shall mean each Partner designated as a "Class A Partner" on Exhibit A hereto.

        "Class B Partner" shall mean each Partner designated as a "Class B Partner" on Exhibit A hereto.

        "Preferred Units" shall mean the Series D Preferred Units in the Buyer, which Series D Preferred Units have the terms set forth in the Buyer Partnership Agreement Amendment.

        "SEC" shall mean the Securities and Exchange Commission.

        Section 1.2 Additional Defined Terms. As used in this Agreement, the following defined terms shall have the meanings ascribed thereto, respectively, in the Section of this Agreement referenced with respect to each such defined term (such meanings to be equally applicable to the singular and plural forms of the terms defined):

"Aggregate Price"   Section 2.1
"Agreement"   Preamble
"Attorney'   Section 9.12
"Buyer SEC Documents"   Section 6.2
"Buyer"   Preamble
"Buyer SEC Documents"   Section 6.2
"Company"   Preamble
"Delaware Courts"   Section 9.8
"Eastrich"   Preamble
"Election Deadline"   Section 3.2
"Election Form"   Section 3.2
"Exchange Act"   Section 6.2
"Foreign Owner"   Section 5.1
"Investing Partner"   Section 3.2
"Investment Election"   Section 3.2
"Joinder Agreement"   Preamble
"Limited Partnership Agreement"   Preamble
"Macerich Financial Statements"   Section 6.2
"Macerich Galahad"   Preamble
"Macerich SEC Documents"   Section 6.2
"Master Agreement"   Preamble
"Original Agreement"   Preamble
"Partners"   Preamble
"Per Interest Price"   Section 2.1
"Preferred Units Amount"   Section 3.1

2


"Preferred Units Certificates"   Section 3.3
"Regulations"   Section 5.1
"REIT"   Section 6.2
"Securities Act"   Section 3.2
"Tax Election"   Section 5.1

        Section 1.3 Certain Definitions Incorporated by Reference. As used in this Agreement, capitalized terms used herein and not defined herein have the meanings ascribed to such capitalized terms, respectively, in the Master Agreement with the same force and effect as if such definitions and references were set forth in full herein. The definitions incorporated by reference herein include, without limitation, the definitions of the following terms: "Affiliate", "Aggregate Additional Amount", "Buyer's Knowledge", "Closing", "Closing Date", "Code", "Indemnification Escrow Amount", "Indemnification Representative", "Interest", "Per Interest Additional Payments", "Pre-Closing Cash Distributions", "Tax", "Tax Returns", "Threshold Amount", "Transactions", "Transaction Documents", "TWC II Distribution" and "TWC II Sale".


ARTICLE II
PURCHASE AND SALE

        Section 2.1 Assignment and Assumption of Partnership Interests.

For the purposes of this Agreement, the "Per Interest Price" shall mean, with respect to any Partner, the amount equal to (x) Two Hundred Eighty-Four Million Four Hundred Twenty-Two Thousand Dollars ($284,422,000) (such aggregate price, the "Aggregate Price") multiplied by (y) such Partner's Interest.

        Section 2.2 Delivery of Per Interest Price in Cash. The Buyer and the Purchasers shall deliver to each Partner other than the Investing Partners, if any, such Partner's Per Interest Price (and aggregate Per Interest Price, in the case of Eastrich) in cash at the Closing as provided in Section 7.2(b) hereof and Section 2.4 of the Master Agreement.

        Section 2.3 Withdrawal; Admission of Partners. Upon the assignment and assumption of the Interests in accordance with Section 2.1(a) above, as of the Closing (a) immediately following the admission of the Purchasers as partners in the Company, each Partner shall withdraw, and be deemed to have withdrawn, as a partner of the Company, whereupon each Partner will have no further Interest (or other interest) in the Company, and shall be deemed to have withdrawn any representatives to the management committee of the Company, provided, however, that the Partners shall not withdraw Robert L. Ward as a Class B representative to the management committee if Macerich LLC or the Buyer so requests, (b) Macerich GP shall be admitted, and be deemed to be admitted, as the general

3



partner of the Company immediately preceding the withdrawal of Eastrich as general partner of the Company, and (c) each of Macerich Galahad and Macerich LLC shall be admitted, and be deemed to be admitted, as a Class A limited partner and a Class B limited partner, respectively, as of the Closing and immediately preceding the withdrawal of the Partners. For the avoidance of doubt, this provision shall be deemed to be (x) the consent by the Class A Partners to the withdrawal of the Class B Partners contemplated under Section 9.5 of the Limited Partnership Agreement and (y) the written agreement of all of the partners of the Company for the continuation of the business of the Company and the appointment of Macerich GP as the general partner of the Company concurrent with the withdrawal of Eastrich as general partner, each as contemplated under Section 10.1(c) of the Limited Partnership Agreement.

        Section 2.4 Transaction Sequence; Master Agreement. Notwithstanding any provision set forth herein to the contrary, the parties hereto hereby agree that the transactions contemplated hereunder shall occur, and shall be deemed to have occurred, for all purposes as set forth in, and shall otherwise be subject to the terms and conditions of, the Master Agreement, including, without limitation, Article II thereof.


ARTICLE III
ELECTIVE CONTRIBUTION

        Section 3.1 Contribution and Assignment and Assumption. Upon and subject to the terms and conditions set forth in the Master Agreement (including, without limitation, Section 2.1 and 6.3(d) thereof) and in this Agreement, each Investing Partner shall contribute and assign, and the Buyer shall assume, all of the right, title and interest of each such Investing Partner in and to such Investing Partner's Interest in exchange for that number of Preferred Units (the "Preferred Units Amount") equal to (x) such Partner's Per Interest Price, divided by (y) $36.55.

        Section 3.2 Investment Election.

4


        Section 3.3 Delivery of Preferred Units. The Buyer shall deliver to each Investing Partner the certificates evidencing such Class B Partner's Preferred Units Amount (the "Preferred Units Certificates") at the Closing as provided in Section 6.2(d) hereof and Section 2.4 of the Master Agreement.


ARTICLE IV
ADDITIONAL AGREEMENTS

        Section 4.1 Tax Characterization.

        Section 4.2 Agreements of the Partners.


ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER AND THE SELLERS

        Section 5.1 Representations and Warranties of the Partners. As a material inducement to the Buyer and the Purchasers to enter into this Agreement and to consummate the Transactions, each Partner severally, and not jointly, represents and warrants solely with respect to himself, herself or itself, to the Buyer and the Purchasers as follows:

5


        Section 5.2 Representations and Warranties of the Buyer. As a material inducement to the Company and each Partner to enter into this Agreement and to consummate the Transactions, the Buyer represents and warrants to the Company and each Partner as follows:

6



ARTICLE VI
CLOSING

        Section 6.1 Closing. The closing of the transactions contemplated in this Agreement shall be held at the Closing on the Closing Date.

        Section 6.2 Actions at Closing. Subject to the terms and conditions set forth in this Agreement and the Master Agreement, including, without limitation, Section 6.3(d), at the Closing:

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        Section 6.3 Time of the Essence. The parties hereto acknowledge and agree that, subject only to the express adjournment rights contained herein and the provisions of Section 2.4 above, time is of the essence in consummating the transactions contemplated hereunder and delivering the cash and Preferred Units constituting the Aggregate Price.


ARTICLE VII
CONDITIONS TO CLOSING

        Section 7.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver (in writing), at or prior to the Closing, of each of the following conditions, any or all of which may be waived, in whole or in part by the parties hereto (but only to the extent that such matter is a precondition to the obligations of such waiving party), to the extent permitted by applicable law:


ARTICLE VIII
GENERAL PROVISIONS

        Section 8.1 Notices. Except as otherwise specifically provided herein, all notices, requests, claims, demands and other communications under this Agreement will be in writing and will be deemed given upon delivery if delivered as set forth and to the addresses of the parties as set forth, and otherwise as provided, in the Master Agreement.

        Section 8.2 Interpretation. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation". The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

        Section 8.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

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        Section 8.4 Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement is one of the Transaction Documents referred to in the Master Agreement, and, together with such other Transaction Documents, this Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties hereto any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. If any term, condition or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

        Section 8.5 Amendment; Waiver.

        Section 8.6 Termination. This Agreement shall terminate automatically and without any further action by or on behalf of any party hereto upon and as of the termination of the Master Agreement pursuant to Section 8.1 thereof. In the event of termination of this Agreement, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto to any other party hereto with respect to the matters contained herein, except and as provided in the Master Agreement.

        Section 8.7 Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflict of laws.

        Section 8.8 Consent to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for the District of Delaware (the "Delaware Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives an objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that

9



such litigation brought therein has been brought in an inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware.

        Section 8.9 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned, in whole or in part by any of the parties hereto without the prior written consent of the other party, provided that, after the Closing, any Class A Partner may assign its rights (but not its obligations) to any Affiliate thereof. Any assignment in violation of the preceding sentence will be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

        Section 8.10 Expenses. Except as otherwise specified in this Agreement or other Transaction Documents, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

        Section 8.11 Execution by Officer of the Company. This Agreement is executed on behalf of the Company by an officer of the general partner of the Company, acting in his or her capacity as such officer, and not individually. The Buyer, the Purchasers and each other Person dealing with the Company, or claiming any rights or interests herein or hereunder, agrees to look solely to the assets of the Company for satisfaction of any obligations of the Company prior to the Closing and each such Person further agrees that no advisor, manager, employee, officer, director or agent of the Company (acting in such capacity), shall have any personal liability hereunder or otherwise.

        Section 8.12 Execution by Attorney-in-Fact of the Partners. This Agreement (or the Joinder Agreement joining certain Partners hereto) may be executed on behalf of certain Partners by an individual representing such Partner, acting in such individual's capacity as such representative pursuant to a previously-granted power of attorney, and not individually (any such person in such capacity, the "Attorney"). The Buyer, the Purchasers, the Company and each person dealing with the Attorney, or claiming any rights or interests herein or hereunder, agrees to look solely to the respective Partners for satisfaction of any obligations of the Attorney, and each such Person further agrees that no Attorney shall have any personal liability hereunder or otherwise.

        Section 8.13 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE COMPANY, THE BUYER, MACERICH GALAHAD, MACERICH LLC, MACERICH GP AND EACH PARTNER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

        Section 8.14 Name Change of Macerich Galahad. The parties hereto acknowledge that immediately after the Closing, Macerich Galahad will change its name to Macerich WRLP II LP, and all references herein to Macerich Galahad will mean and include Macerich WRLP II LP after the effective date of such name change.

[The remainder of this page is intentionally blank.]

10


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first written above.

    THE COMPANY:

 

 

WESTCOR REALTY LIMITED PARTNERSHIP

 

 

By:

Eastrich No. 128 Corp.,
its General Partner

 

 

By:


Name:
Title:

 

 

THE BUYER PARTIES:

 

 

THE MACERICH PARTNERSHIP, L.P.

 

 

By:

The Macerich Company,
its General Partner

 

 

By:


Name:
Title:

 

 

MACERICH GALAHAD LP

 

 

By:

Macerich Galahad GP Corp.,
its General Partner

 

 

By:


Name:
Title:

 

 

MACERICH WRLP LLC

 

 

By:

The Macerich Partnership, L.P.,
its Sole Member

 

 

By:

The Macerich Company,
its General Partner

 

 

By:


Name:
Title:

 

 

MACERICH WRLP CORP.

 

 

By:


Name:
Title:


 

 

EASTRICH:

 

 

EASTRICH NO. 128 CORP.

 

 

By:


Name:
Title:


Exhibit A
to the Purchase and Sale and Contribution Agreement

Schedule of Limited Partners of the Company

Class A Partners

   
Name   Interest
Class B Partners

   
Name   Interest

A-1



Exhibit B
to the Purchase and Sale and Contribution Agreement

Form of Buyer Partnership Agreement Amendment

B-1



Exhibit C
to the Purchase and Sale and Contribution Agreement

Form of Election Form

C-1



Exhibit D
to the Purchase and Sale and Contribution Agreement

Form of Tax Matters Agreement

D-1



Exhibit E-1
to the Purchase and Sale and Contribution Agreement

Form of Assignment and Assumption of General Partnership Interest

E-1



Exhibit E-2
to the Purchase and Sale and Contribution Agreement

Form of Assignment and Assumption of Class A Limited Partnership Interest

E-2



Exhibit E-3
to the Purchase and Sale and Contribution Agreement

Form of Assignment and Assumption of Class B Limited Partnership Interest

E-3



Exhibit F
to the Purchase and Sale and Contribution Agreement

Form of Registration Rights Agreement

F-1



Exhibit G
to the Purchase and Sale and Contribution Agreement

Form of Articles Supplementary of Macerich

G-1



Exhibit H
to the Purchase and Sale and Contribution Agreement

Joinder Agreement

H-1




QuickLinks

Exhibit 2.2
PURCHASE AND SALE AND CONTRIBUTION AGREEMENT
ARTICLE I DEFINITIONS
ARTICLE II PURCHASE AND SALE
ARTICLE III ELECTIVE CONTRIBUTION
ARTICLE IV ADDITIONAL AGREEMENTS
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER AND THE SELLERS
ARTICLE VI CLOSING
ARTICLE VII CONDITIONS TO CLOSING
ARTICLE VIII GENERAL PROVISIONS
Exhibit A to the Purchase and Sale and Contribution Agreement
Exhibit B to the Purchase and Sale and Contribution Agreement
Exhibit C to the Purchase and Sale and Contribution Agreement
Exhibit D to the Purchase and Sale and Contribution Agreement
Exhibit E-1 to the Purchase and Sale and Contribution Agreement
Exhibit E-2 to the Purchase and Sale and Contribution Agreement
Exhibit E-3 to the Purchase and Sale and Contribution Agreement
Exhibit F to the Purchase and Sale and Contribution Agreement
Exhibit G to the Purchase and Sale and Contribution Agreement
Exhibit H to the Purchase and Sale and Contribution Agreement

QuickLinks -- Click here to rapidly navigate through this document


Exhibit 2.3

EXECUTION COPY


PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT

        THIS PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this "Agreement") is dated as of June 29, 2002, by and among WESTCOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the "Company"), THE WESTCOR COMPANY LIMITED PARTNERSHIP, an Arizona limited partnership ("TWC"), as sellers, THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the "Buyer"), MACERICH TWC II LLC, a Delaware limited liability company ("Macerich LLC"), and MACERICH TWC II CORP., a Delaware corporation ("Macerich GP", and, together with Macerich LLC, the "Purchasers") and THE WESTCOR COMPANY II LIMITED PARTNERSHIP, an Arizona limited partnership ("TWC II").

        WHEREAS, the Company, the Buyer and Macerich Galahad LP, a Delaware limited partnership and a subsidiary of the Buyer ("Macerich Galahad") entered into the Agreement and Plan of Merger, dated as of May 30, 2002 (the "Original Agreement"), pursuant to which, inter alia, Macerich Galahad would merge with and into the Company and the Company would become a subsidiary of the Buyer;

        WHEREAS, as set forth in Section 2.11 of the Original Agreement, the Company, the Buyer and Macerich Galahad contemplated restructuring the transactions contemplated under the Original Agreement in a mutually agreeable manner, as set forth in such Section 2.11 and the Terms of Proposed Alternative Transaction Structure appended to the Original Agreement as Exhibit G thereto;

        WHEREAS, the Buyer, the Company and Macerich Galahad desire to modify the structure of the transactions contemplated under the Original Agreement to effect an alternative structure contemplated by Section 2.11 of and Exhibit G to the Original Agreement;

        WHEREAS, the Buyer, the Company and Macerich Galahad have amended and restated the Original Agreement in its entirety as the Master Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Master Agreement"), with Eastrich No. 128 Corp., a Massachusetts corporation and the general partner of the Company, and the limited partners in the Company (together with Eastrich, collectively, the "Partners");

        WHEREAS, concurrently herewith certain Affiliates of the Buyer and the Purchasers, the Partners and the Company are entering in the Purchase and Sale and Contribution Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Sale and Contribution Agreement");

        WHEREAS, this Agreement and the consummation of the Transactions (as hereinafter defined) have been approved by the board of directors of The Macerich Company, the general partner of the Buyer, and Macerich GP;

        WHEREAS, this Agreement and the consummation of the Transactions have been approved by all necessary parties in accordance with the Limited Partnership Agreement of the Company dated as of July 28, 1994, as amended (the "Limited Partnership Agreement"), and the Third Amended and Restated Partnership Agreement of TWC dated as of September 30, 1994 ("TWC Limited Partnership Agreement").



        NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:


ARTICLE I
DEFINITIONS

        Section 1.1 Certain Defined Terms. As used in this Agreement, the following defined terms shall have the meanings ascribed thereto, respectively, in the Section of this Agreement referenced with respect to each such defined term (such meanings to be equally applicable to the singular and plural forms of the terms defined):

"Agreement"   Preamble
"Buyer"   Preamble
"Company"   Preamble
"Delaware Courts"   Section 5.8
"GP Interests"   Section 2.1
"Limited Partnership Agreement"   Preamble
"Macerich Galahad"   Preamble
"Macerich GP"   Preamble
"Macerich LLC"   Preamble
"Master Agreement"   Preamble
"Original Agreement"   Preamble
"TWC"   Preamble
"TWC II"   Section 2.1
"TWC II Purchase Price"   Section 2.1

        Section 1.2 Certain Definitions Incorporated by Reference. As used in this Agreement, capitalized terms used herein and not defined herein have the meanings ascribed to such capitalized terms, respectively, in the Master Agreement with the same force and effect as if such definitions and references were set forth in full herein. The definitions incorporated by reference herein include, without limitation, the definitions of the following terms: "Adjusted TWC II Purchase Price", "Buyer Parties", "Closing", "Closing Date", "Deposits", "Transaction Documents", "Transactions" and "TWC II Distribution".


ARTICLE II
PURCHASE AND SALE

        Section 2.1 Assignment and Assumption of General Partner Interests and Limited Partner Interests.

2


        Section 2.2 Delivery of TWC II Purchase Price. The Purchasers shall deliver the TWC II Purchase Price to the Company and TWC at the Closing as provided in Section 2.4 of the Master Agreement.

        Section 2.3 Withdrawal; Admission of Partners. Upon the assignment and assumption of the partnership interests in TWC II by TWC and the Company in accordance with Sections 2.1(a) and (b) above, as of the Closing (a) immediately following the admission of Macerich GP and Macerich LLC as partners of TWC II, each of TWC and the Company shall withdraw, and be deemed to have withdrawn, as partners of TWC II, whereupon each such partner will have no further interest in TWC II, (b) Macerich GP shall be admitted, and deemed to be admitted, as the general partner of TWC II in the place and stead of the Company, and (c) Macerich LLC shall be admitted, and deemed to be admitted, as the limited partner of TWC II as of the Closing.

        Section 2.4 Transaction Sequence; Master Agreement. Notwithstanding any provision set forth herein to the contrary, the parties hereto hereby agree that the transactions contemplated hereunder shall occur, and shall be deemed to have occurred, for all purposes as set forth in, and shall otherwise be subject to the terms and conditions, of, the Master Agreement, including, without limitation, Articles II and VI thereof.


ARTICLE III
CLOSING

        Section 3.1 Closing. The closing of the transactions contemplated in this Agreement shall be held at the Closing on the Closing Date.

        Section 3.2 Actions at Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing:

        Section 3.3 Time of the Essence. The parties hereto acknowledge and agree that, subject to the express adjournment rights contained herein and the provisions of Section 2.4 above, time is of the essence in consummating the transactions contemplated hereunder and the delivery of the TWC II Purchase Price.


ARTICLE IV
CONDITIONS TO CLOSING

        Section 4.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the transactions contemplated under this Agreement shall be subject to the satisfaction or waiver (in writing), at or prior to the Closing, of each of the following conditions, any or all of which

3



may be waived, in whole or in part by the parties hereto (but only to the extent that such matter is a precondition to the obligations of such waiving party), to the extent permitted by applicable law:


ARTICLE V
GENERAL PROVISIONS

        Section 5.1 Notices. Except as otherwise specifically provided herein, all notices, requests, claims, demands and other communications under this Agreement will be in writing and will be deemed given upon delivery if delivered as set forth and to the addresses of the parties as set forth, and otherwise as provided, in the Master Agreement.

        Section 5.2 Interpretation. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation". The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

        Section 5.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

        Section 5.4 Entire Agreement; No Third-Party Beneficiaries; Severability. This Agreement is one of the Transaction Documents referred to in the Master Agreement, and, together with such other Transaction Documents, this Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties hereto any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. If any term, condition or other provision of this Agreement is found to be invalid, illegal or incapable of being enforced by virtue of any rule of law, public policy or court determination, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

        Section 5.5 Amendment; Waiver. This Agreement may not be amended or modified except (i) by an instrument in writing signed by, or on behalf of, each of the parties hereto, or (ii) by a waiver in accordance with this Section 5.5. At any time prior to the Closing, the Buyer Parties parties hereto, on

4



the one hand, and the Acquired Companies parties hereto, on the other hand, may (i) extend the time for the performance of any of the obligations or other acts of the other party or parties hereto, (ii) waive any inaccuracies in the representations and warranties of the other party or parties contained herein or in any document delivered by such other party or parties pursuant hereto or (iii) waive compliance with any of the agreements of such other party or parties or conditions to its own obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Waiver of any term or condition of this Agreement by a party or parties shall not be construed as a waiver of any subsequent breach or waiver of the same term or condition by such party, or a waiver of any other term or condition of this Agreement by such party. The failure of any party or parties to assert any of its or their rights hereunder shall not constitute a waiver of any such rights.

        Section 5.6 Termination. This Agreement shall terminate automatically and without any further action by or on behalf of any party hereto upon and as of the termination of the Master Agreement pursuant to Section 8.1 thereof. In the event of termination of this Agreement, this Agreement shall forthwith become void, and there shall be no liability on the part of any party hereto to any other party hereto with respect to the matters contained herein, except and as provided in the Master Agreement.

        Section 5.7 Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Delaware regardless of the laws that might otherwise govern under applicable principles of conflict of laws.

        Section 5.8 Consent to Jurisdiction. Each party to this Agreement hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware and of the United States District Court for the District of Delaware (the "Delaware Courts") for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives an objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in an inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party's agent for acceptance of legal process and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware.

        Section 5.9 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned, in whole or in part by any of the parties hereto without the prior written consent of the other party. Any assignment in violation of the preceding sentence will be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

        Section 5.10 Expenses. Except as otherwise specified in this Agreement or other Transaction Document, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

        Section 5.11 Execution by Officer of the Company. This Agreement is executed on behalf of the Company by an officer of the general partner of the Company, acting in his or her capacity as such officer, and not individually. The Buyer, the Purchasers and each other Person dealing with the Company, or claiming any rights or interests herein or hereunder, agrees to look solely to the assets of the Company for satisfaction of any obligations of the Company prior to the Closing, and they further

5



agree that no advisor, manager, employee, officer, director or agent of the Company (in their capacity as such), shall have any personal liability hereunder or otherwise.

        Section 5.12 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE COMPANY, TWC, TWC II, THE BUYER, MACERICH LLC, AND MACERICH GP HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

[The remainder of this page is intentionally blank.]

6


        IN WITNESS WHEREOF, the Company, TWC, the Buyer, Macerich LLC, Macerich GP and TWC II have caused this Agreement to be signed as of the date first written above.

    WESTCOR REALTY LIMITED PARTNERSHIP

 

 

By:

Eastrich No. 128 Corp.,
its General Partner

 

 

By:


Name:
Title:

 

 

THE WESTCOR COMPANY, L.P.

 

 

By:

Westcor Realty Limited Partnership
its General Partner

 

 

By:


Name:
Title:

 

 

THE WESTCOR COMPANY II, L.P.

 

 

By:

Westcor Realty Limited Partnership,
its General Partner

 

 

By:


Name:
Title:

 

 

THE MACERICH PARTNERSHIP, L.P.

 

 

By:

The Macerich Company,
its General Partner

 

 

By:


Name:
Title:


 

 

MACERICH TWC II LLC

 

 

By:

The Macerich Partnership, L.P.,
its Sole Member

 

 

By:

The Macerich Company,
its General Partner

 

 

By:


Name:
Title:

 

 

MACERICH TWC II CORP.

 

 

By:


Name:
Title:


Exhibit A
to the Partnership Interest Purchase and Sale Agreement

Form of Assignment and Assumption of General Partnership Interests

A-1



Exhibit B
to the Partnership Interest Purchase and Sale Agreement

Form of Assignment and Assumption Agreement of Limited Partnership Interests

B-1




QuickLinks

Exhibit 2.3
PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT
ARTICLE I DEFINITIONS
ARTICLE II PURCHASE AND SALE
ARTICLE III CLOSING
ARTICLE IV CONDITIONS TO CLOSING
ARTICLE V GENERAL PROVISIONS
Exhibit A to the Partnership Interest Purchase and Sale Agreement
Exhibit B to the Partnership Interest Purchase and Sale Agreement

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Exhibit 3.1

THE MACERICH COMPANY


Articles Supplementary
Classifying and Designating a Series of
Preferred Stock as Series D Cumulative Convertible
Preferred Stock and
Fixing Distribution and Other Preferences
And Rights of Such Series


        The Macerich Company, a Maryland corporation (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland pursuant to section 2-208 of the Corporations and Associations Article of the Annotated Code of Maryland that:

        FIRST: Pursuant to authority granted by the Charter of the Corporation (the "Charter"), the Board of Directors on May 29, 2002 adopted a resolution designating and reclassifying 1,961,345 authorized but unissued shares of Preferred Stock, par value $0.01 per share, of the Corporation as Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock").

        SECOND: The following is a description of the Series D Preferred Stock, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption thereof, which, shall become, upon any restatement of the Charter, part of Article Fifth of the Charter with any appropriate changes in enumeration or lettering of any section or subsections thereof:

SERIES D
CUMULATIVE CONVERTIBLE
PREFERRED STOCK

        Section 1.    Number of Shares and Designation.    This series of Preferred Stock shall be designated as Series D Cumulative Convertible Preferred Stock and the number of shares which shall constitute such series shall not be more than 1,961,345 shares, par value $0.01 per share, which number shall be automatically decreased (but not below the aggregate number thereof then outstanding and/or which have been reserved for issuance) by the number of shares reacquired by the Corporation in any manner. Any such shares reacquired by the Corporation shall constitute authorized but unissued shares of preferred stock, without designation as to class or series, until classified or reclassified by the Board of Directors.

        Section 2.    Definitions.    For purposes of the Series D Preferred Stock, the following terms shall have the meanings indicated:


        Capitalized terms used herein without definition shall have the meanings set forth in the Charter.

        Section 3.    Rank.    

        The Series D Preferred Stock, with respect to payment of dividends and amounts upon voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, shall be deemed to rank:

        (a)  senior to all classes or series of Common Stock and to all Capital Stock of the Corporation the terms of which provide that such Capital Stock shall rank junior to the Series D Preferred Stock;

        (b)  on a parity with the Series A Preferred Stock, the Series B Preferred Stock and each other series of preferred stock issued by the Corporation which does not provide by its express terms that it ranks senior or junior in right of payment to the Series D Preferred Stock with respect to payment of dividends or amounts upon liquidation, dissolution or winding-up "Parity Preferred Stock"); and

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        (c)  junior to any class or series of Capital Stock issued by the Corporation in accordance with Section 4(b) that ranks senior to the Series D Preferred Stock.

        Section 4.    Voting.    

        (a)  Holders of shares of the Series D Preferred Stock shall not have any voting rights, except as described below in this Section 4.

        (b)  So long as any shares of Series D Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote or consent of the holders of at least a majority of the shares of Series D Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class or voting as a single class with any other series of preferred stock which has the right to vote with the Series D Preferred Stock on such matter), (i) authorize, create or issue, or increase the authorized or issued amount of, any class or series of shares of Capital Stock ranking senior to the Series D Preferred Stock with respect to the payment of dividends or the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding-up of the Corporation or reclassify any authorized shares of Capital Stock of the Corporation into such Capital Stock, or create, authorize or issue any obligation or security convertible or exchangeable into or evidencing the right to purchase any such Capital Stock; or (ii) amend, alter or repeal the provisions of the Charter or these Articles Supplementary, whether by merger or consolidation or otherwise (an "Event"), so as to materially and adversely affect any right, preference, privilege or voting power of the Series D Preferred Stock or the holders thereof. Notwithstanding anything to the contrary contained herein, none of the following shall be deemed to materially and adversely affect any right, preference, privilege or voting power or otherwise require the vote or consent of the holders of shares of Series D Preferred Stock: (W) the occurrence of any Event so long as either (1) the Corporation is the surviving entity and the Series D Preferred Stock remains outstanding with the terms thereof materially unchanged or (2) interests in an entity having substantially the same rights and terms as the Series D Preferred Stock are substituted for the Series D Preferred Stock, (X) any increase in the amount of the authorized Capital Stock; (Y) the creation or issuance of any other series of Capital Stock or any increase in the amount of authorized or issued Series D Preferred Stock or any other series of Preferred Stock, in each case ranking on a parity with or junior to the Series D Preferred Stock with respect to payment of dividends and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, and (Z) the dissolution, liquidation and/or winding up of the Corporation.

        The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series D Preferred Stock shall have been converted into shares of Common Stock as herein provided.

        (c)  For purposes of the foregoing provisions of this Section 4, each share of Series D Preferred Stock shall have one (1) vote per share, except that when any other series of preferred stock shall have the right to vote with the Series D Preferred Stock as a single class on any matter, then the Series D Preferred Stock and such other series shall have with respect to such matters one (1) vote per $36.55 of stated liquidation preference (or less pursuant to Section 6(a)). Except as set forth herein, the shares of Series D Preferred Stock shall not have any voting rights or powers and the consent of the holders thereof shall not be required for the taking of any corporate action.

        Section 5.    Dividends.    

        (a)  With respect to each Dividend Period and subject to the rights of the holders of shares of Preferred Stock ranking senior to or on parity with the Series D Preferred Stock, the holders of shares of Series D Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors, out of assets of the Corporation legally available for the payment of dividends, quarterly cumulative cash dividends in an amount per share of Series D Preferred Stock equal to the greater of

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(i) $0.6725 and (ii) the amount of the regular quarterly cash dividends for such Dividend Period upon the number of shares of Common Stock (or portion thereof) into which such Series D Preferred Stock is then convertible in accordance with Section 7 hereof. Notwithstanding anything to the contrary contained herein, the amount of dividends described under either clause (i) or (ii) of this paragraph for the initial Dividend Period, or any other period shorter than a full Dividend Period, shall be prorated and computed on the basis of a 365/366 day year and the actual number of days in such period. The dividends on the Series D Preferred Stock for each Dividend Period shall, if and to the extent authorized by the Board, be payable in arrears (without interest or other amount) on the Dividend Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such dividends are declared or authorized. The record date for dividends to the holders of shares of Series D Preferred Stock for any Dividend Period shall be the same as the record date for the dividends to the holders of shares of Common Stock for such Dividend Period (or, if no such record is set for the Common Stock, the fifteenth day of the calendar month in which the applicable Dividend Payment Date falls if prior to such Dividend Payment Date, otherwise the fifteenth day of the immediately preceding calendar month). Accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such date, not exceeding 60 days preceding the payment date thereof, as may be fixed by the Board. Any dividend payment made on the shares of Series D Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any dividend payment or payments on the Series D Preferred Stock, whether or not in arrears.

        (b)  No dividend on the Series D Preferred Stock shall be authorized by the Board or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, dividends on the Series D Preferred Stock shall accumulate whether or not any of the foregoing restrictions exist.

        (c)  Except as provided in Section 5(d) hereof, so long as any shares of Series D Preferred Stock are outstanding, (i) no dividends (other than in Common Stock or other Capital Stock of the Corporation ranking junior to the Series D Preferred Stock as to payment of dividends and amounts upon liquidation, dissolution or winding-up of the Corporation) shall be declared or paid or set apart for payment upon the Common Stock or any other class or series of Capital Stock of the Corporation ranking, as to payment of dividends or amounts distributable upon liquidation, dissolution or winding-up of the Corporation, on a parity with or junior to the Series D Preferred Stock, for any period and (ii) no Common Stock or other Capital Stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to payment of dividends or amounts upon liquidation, dissolution or winding-up of the Corporation, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Capital Stock) by the Corporation (except by conversion into or exchange for other Capital Stock of the Corporation ranking junior to the Series D Preferred Stock as to payment of dividends and amounts upon liquidation, dissolution or winding-up of the Corporation or by redemptions for the purpose of maintaining the Corporation's qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes) unless, in the case of either clause (i) or (ii), full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series D Preferred Stock for all Dividend Periods ending on or prior to the dividend payment date for the Common Stock or such other class or series of Capital Stock or the date of such redemption, purchase or other acquisition.

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        (d)  When dividends are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series D Preferred Stock and any other Capital Stock ranking on a parity as to payment of dividends with the Series D Preferred Stock, all dividends declared upon the Series D Preferred Stock and any other Capital Stock ranking on a parity as to payment of dividends with the Series D Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series D Preferred Stock and such other Capital Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series D Preferred Stock and such other Capital Stock (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such Capital Stock does not have a cumulative dividend) bear to each other.

        (e)  The holders of the shares of Series D Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or Capital Stock, in excess of full cumulative dividends as described in Section 5(a) above.

        (f)    In determining whether a distribution by dividend, redemption or other acquisition of Capital Stock or otherwise is permitted under Maryland law, no effect shall be given to amounts, to the extent such amounts would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the distribution.

        Section 6.    Liquidation Preference.    

        (a)  In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of Common Stock or any other Capital Stock ranking junior to the Series D Preferred Stock as to the distribution of assets upon the liquidation, dissolution or winding-up of the Corporation, the holders of shares of the Series D Preferred Stock shall, with respect to each such share, be entitled to receive, out of the assets of the Corporation available for distribution to stockholders after payment or provision for payment of all debts and other liabilities of the Corporation and subject to the prior preferences or the rights of any series of stock ranking senior to the Series D Preferred Stock upon liquidation, dissolution or winding up of the Corporation, an amount equal to $36.55, plus an amount equal to all dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution. If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of the shares of Series D Preferred Stock, are insufficient to pay in full the preferential amount aforesaid on the shares of Series D Preferred Stock and liquidating payments on any other shares of any class or series of Capital Stock ranking, as to payment of dividends and amounts upon the liquidation, dissolution or winding-up of the Corporation, on a parity with the Series D Preferred Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of shares of Series D Preferred Stock and any such other parity stock ratably in accordance with the respective amounts that would be payable on such shares of Series D Preferred Stock and such other stock if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation, merger or other business combination of the Corporation with one or more corporations, real estate investment trusts or other entities, (ii) a statutory share exchange by the Corporation or (iii) a sale, lease or conveyance of all or substantially all of the Corporation's assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Corporation.

        (b)  After payment of the full amount of liquidating distributions to which they are entitled, the holders of shares of Series D Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.

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        Section 7.    Conversion.    Holders of shares of Series D Preferred Stock shall have the right to convert all or a portion of such shares into shares of Common Stock, as follows:

        (a)  Subject to and upon compliance with the provisions of this Section 7, a holder of shares of Series D Preferred Stock shall have the right, at such holder's option, at any time, to convert any whole number of shares of Series D Preferred Stock into shares of Common Stock. Each share of Series D Preferred Stock shall be convertible into the number of shares of Common Stock determined by dividing (i) $36.55 plus an amount equal to all dividends (whether or not earned or declared) accrued and unpaid thereon to the end of the last Dividend Period ending prior to the conversion by (ii) the Conversion Price as in effect as of the date of the conversion, subject to adjustment as described in Section 7(c) hereof. No fractional shares or scrip representing fractions of shares of Common Stock will be issued upon any conversion of shares of Series D Preferred Stock. Instead of any fractional interest in a share of Common Stock that would otherwise be deliverable upon the conversion of a share or shares of Series D Preferred Stock, the Corporation shall pay to the holder of such share or shares an amount in cash based upon the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of conversion. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series D Preferred Stock so surrendered.

        (b)  To exercise the conversion right, the holder of each share of Preferred Stock to be converted shall surrender the certificate representing such share, duly endorsed or assigned to the Corporation or in blank, at the principal office of the Corporation accompanied by a written notice to the Corporation (the "Conversion Notice") indicating that the holder thereof elects to convert such share of Series D Preferred Stock. Unless the shares issuable on conversion are to be issued in the same name as the name in which such share of Series D Preferred Stock is registered, each share of Series D Preferred Stock surrendered for conversion shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Corporation demonstrating that such taxes have been paid).

        As promptly as practicable after the surrender of certificates for shares of Series D Preferred Stock and delivery of the Conversion Notice as aforesaid, the Corporation shall issue and shall deliver at such office to such holder, or on the holder's written order, a certificate or certificates for the number of shares of Common Stock issuable upon the conversion of such shares of Series D Preferred Stock in accordance with the provisions of this Section 7. In addition, the Corporation shall issue and deliver to such holder a certificate or certificates representing any shares of Series D Preferred Stock that were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but that were not converted.

        A holder of shares of Series D Preferred Stock at the close of business on the record date for any Dividend Period shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares of Series D Preferred Stock following such record date and prior to such Dividend Payment Date and shall have no right to receive any dividend for such Dividend Period in respect of the shares of Common Stock into which such shares of Series D Preferred Stock were converted. However, Series D Preferred Stock surrendered for conversion during the period between the close of business on any dividend payment record date and the opening of business on the corresponding Dividend Payment Date must be accompanied by payment of an amount equal to the dividend payable on such shares on such Dividend Payment Date. A holder of shares of Series D Preferred Stock on a Dividend Payment Date who was also the holder of such shares on the record date for the corresponding Dividend Period and who (or whose transferee) tenders any such shares for conversion into Common Shares on the corresponding Dividend Payment Date will receive the dividend payable by the Corporation on such Series D Preferred Stock

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on such date, and the converting holder need not include payment of the amount of such dividend upon surrender of Series D Preferred Stock for conversion. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares of Series D Preferred Stock or for dividends on the shares of Common Stock that are issued upon such conversion.

        Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for shares of Series D Preferred Stock shall have been surrendered and the Conversion Notice is received by the Corporation as aforesaid (and, if applicable, payment of an amount equal to the dividend payable on such shares shall have been received by the Corporation as described above), and the person or persons in whose name or names any shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of such shares at such time on such date, and such conversion shall be at the Conversion Price in effect at such time and on such date unless the transfer books of the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such transfer books are open, but such conversion shall be at the Conversion Price in effect on the date on which such shares have been surrendered and such notice received by the Corporation.

        (c)  The Conversion Price shall be adjusted from time to time as follows:

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        (d)  If the Corporation shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, self tender offer for all or substantially all of the shares of Common Stock, sale of all or substantially all of the Corporation's assets or recapitalization of the Common Stock and excluding any transaction as to which subsection (c)(i) of this Section 7 applies) (each of the foregoing being referred to herein as a "Transaction"), in each case as a result of which shares of Common Stock shall be converted into the right to receive shares, stock, securities or other property (including cash or any combination thereof), each share of Series D Preferred Stock which is not converted into the right to receive shares, stock, securities or other property in connection with such Transaction shall thereafter be convertible into the kind and amount of shares, stock, securities and other property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of shares of Common Stock into which one share of Series D Preferred Stock was convertible immediately prior to such Transaction, assuming such holder of Common Stock is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (a "Constituent Person"), or an affiliate of a Constituent Person. The Corporation shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this subsection (d), and it shall not consent or agree to the occurrence of any Transaction until the Corporation has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the shares of Series D Preferred Stock that will contain provisions enabling the holders of shares of Series D Preferred Stock that remain outstanding after such Transaction to convert into the consideration received by holders of shares of Common Stock at the Conversion Price in effect immediately prior to such Transaction (with the holder having the option to elect the type of consideration if a choice is offered in the Transaction). The provisions of this subsection (d) shall similarly apply to successive Transactions.

        (e)  If:

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        (f)    In any case in which subsection (c) of this Section 7 provides that an adjustment shall become effective on the date next following the record date for an event, the Corporation may defer until the occurrence of such event (A) issuing to the holder of any share of Series D Preferred Stock converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the shares of Common Stock issuable upon such conversion before giving effect to such adjustment, and (B) paying to such holder any amount of cash in lieu of any fractions pursuant to subsection (a) of this Section 7.

        (g)  There shall be no adjustment of the Conversion Price in case of the issuance of any shares of stock of the Corporation in a reorganization, acquisition or similar transaction except as specifically set forth in this Section 7. If any action or transaction would require adjustment of the Conversion Price pursuant to more than one subsection of this Section 7, only one adjustment shall be made, and such adjustment shall be the amount of adjustment that has the highest absolute value.

        (h)  If the Corporation shall take any action affecting the shares of Common Stock, other than action described in this Section 7, that in the opinion of the Board of Directors would materially and adversely affect the conversion rights of the holders of the shares of Series D Preferred Stock, the Conversion Price for the shares of Series D Preferred Stock may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors, in its sole discretion, determines to be equitable in the circumstances.

        (i)    The Corporation covenants that shares of Common Stock issued upon conversion of the shares of Series D Preferred Stock shall be validly issued, fully paid and nonassessable. The Corporation shall use its reasonable efforts to comply with all federal and state securities laws and regulations thereunder in connection with the issuance of any securities that the Corporation shall be obligated to deliver upon conversion of the Series D Preferred Stock. The certificates representing such securities shall bear such legends restricting transfer thereof in the absence of registration under applicable securities laws or an exemption therefrom as the Corporation may in good faith deem appropriate.

        (j)    The Corporation will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock or other securities or property on conversion of the shares of Series D Preferred Stock pursuant hereto; provided, however, that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer

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involved in the issue or delivery of shares of Common Stock or other securities or property in a name other than that of the holder of the Series D Preferred Stock to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Corporation the amount of any such tax or established, to the reasonable satisfaction of the Corporation, that such tax has been paid.

        (k)  Notwithstanding anything to the contrary contained in this Section 7, conversion of Series D Preferred Stock pursuant to this Section 7 shall be permitted only to the extent that such conversion would not result in a violation of the Ownership Limit (as defined in the Charter), after taking into account any waiver of such limitation granted to any holder of Series D Preferred Stock.

        Section 8.    Record Holders.    The Corporation and the Transfer Agent may deem and treat the record holder of any Series D Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the Transfer Agent shall be affected by any notice to the contrary.

        Section 9.    Ownership Restrictions.    The Series D Preferred Stock shall be subject to the restrictions and limitations set forth in Article Eighth of the Charter.

        Section 10.    Sinking Fund.    The Series D Preferred Stock shall not be entitled to the benefit of any retirement or sinking fund.

        Section 11.    Legends.    In addition to the legend required by Section (a)(13) of Article Eighth of the Charter and any legend required by Maryland law, any certificate representing Series D Preferred Stock and any certificate representing common stock or other securities into which the Series D Preferred Stock may be converted shall bear the following legend, unless and until the shares represented by such certificates have been registered:

        THIRD:    The Series D Preferred Stock have been reclassified and designated by the Board of Directors under the authority contained in Article Fifth of the Charter.

        FOURTH:    The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the act of the Corporation and, as to all matters or facts required to be verified under oath, acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

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        IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be duly executed by its Executive Vice President, General Counsel and Secretary and attested to by its Vice President and Assistant Secretary this            day of July, 2002.

    THE MACERICH COMPANY
         
    By    
       
Name: Richard A. Bayer
Its: Executive Vice President, General Counsel and Secretary
ATTEST:    
         
By:        
   
Name: Madonna Shannon
Its: Vice President and Assistant Secretary
   

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Exhibit 3.1

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Exhibit 10.1

NINTH AMENDMENT TO THE
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
THE MACERICH PARTNERSHIP, L.P.

        THIS NINTH 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, AND FURTHER AMENDED AS OF NOVEMBER 9, 2000 (the "Agreement") OF THE MACERICH PARTNERSHIP, L.P. (the "Partnership") is dated effective as of July 26, 2002.

RECITALS

        WHEREAS, the Partnership has agreed to issue to the Class B limited partners of Westcor Realty Limited Partnership ("WRLP") listed on Exhibit A to this Amendment 1,961,345 Series D Preferred Units of the Partnership (the "Series D Preferred Units") having the terms and subject to the conditions set forth in the Master Agreement by and among WRLP, the Partnership, Macerich Galahad LP, The Westcor Company Limited Partnership, The Westcor Company II Limited Partnership, Macerich TWC II LLC, Macerich TWC II Corp., Macerich WRLP LLC, Macerich WRLP Corp., Eastrich No. 128 Corp. and certain individuals dated as of June 29, 2002 (the "Master Agreement")

        WHEREAS; the Series D Preferred Units shall have the terms set forth in Exhibit B to this Amendment;

        WHEREAS, Section 3.3 (a)(i)of the Agreement authorizes the General Partner to cause the Partnership to issue additional interests in the Partnership in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to those of the Limited Partners, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any of the Limited Partners;

        WHEREAS, Section 12.1(b)(iii) of the Agreement provides that the General Partner has the power, without the consent of the Limited Partners of the Partnership, to amend the Agreement as may be required to facilitate or implement setting forth the designations, rights, powers, duties, and preferences of the holders of any additional interests in the Partnership issued pursuant to Section 3.3;

        WHEREAS, the General Partner has made the determination pursuant to Section 12.1(b)(iii) of the Agreement that consent of the Limited Partners of the Partnership is not required with respect to the matters set forth in this Amendment; and

        WHEREAS, all things necessary to make this Amendment a valid agreement of the Partnership have been done;

        NOW, THEREFORE, pursuant to the authority granted to the General Partner under the Agreement, the Agreement is hereby amended as follows:

        1.    Amendments:


        4.1    Distribution of Net Cash Flow.    The General Partner shall cause the Partnership to distribute all or a portion of Net Cash Flow to the Partners from time to time as determined by the General Partner, but in any event not less frequently than quarterly, in such amounts as the General Partner shall determine. Notwithstanding the foregoing, the General Partner shall use its reasonable efforts to cause the Partnership to distribute sufficient amounts to enable the General Partner to pay shareholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT Requirements"), and (b) avoid any federal income or excise tax liability of the General Partner. All amounts withheld pursuant to the Code or a provision of any state or local tax law with respect to any allocation, payment or distribution to the General Partner or any Limited Partner shall be treated as amounts distributed to such Partner. Upon the receipt by the General Partner of each Exercise Notice or Series D Exercise Notice pursuant to which one or more Redemption Partners or Series D Redemption Partners exercise Redemption Rights in accordance with the provisions of Article IX and the Redemption Rights Exhibit or the Series D Redemption Rights Exhibit, the General Partner shall, unless the General Partner has elected to issue only Shares to such Redemption Partners in respect of the Purchase Price of the Offered Interests or Series D Preferred Shares to such Series D Redemption Partners in respect of the Series D Purchase Price of the Series D Offered Interests, cause the Partnership to distribute to the Partners, pro rata in accordance with their respective Percentage Interests as of the date of delivery of such Exercise Notice or Series D Exercise Notice, all (or such lesser portion as the General Partner shall reasonably determine to be prudent under the circumstances) of Net Cash Flow, which distribution shall be made prior to the closing of the redemption or purchase and sale of the Offered Interests or Series D Offered Interests specified in such Exercise Notice or Series D Exercise Notice. Subject to any restrictions or limitations imposed by any provisions of any agreement with respect to indebtedness, including the Credit and Guaranty Agreement and those agreements with respect to the Convertible Subordinated Debentures (the "Debt Instruments") or Section 17-607 of the Act, distributions shall be made in accordance with the following order of priority:

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        (c)  Subsections (a), (b) and (c) of Section 9.1 of the Agreement are hereby amended to read as follows:

        10.3    Timing Requirements; Deemed Liquidation.    In the event that the Partnership is "liquidated" within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, any and all distributions to the Partners pursuant to Section 10.2(c) hereof shall be made no later than the later to occur of (i) the last day of the taxable year of the Partnership in which such liquidation occurs or (ii) ninety (90) days after the date of liquidation. Subject to the foregoing, a reasonable time shall be allowed for the orderly winding up of the business and affairs of the Partnership and the liquidation of its assets in order to minimize any losses otherwise attendant upon such winding up. Notwithstanding any other provision of this Article X to the contrary, if the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g)(3), but no dissolution event described in subsections (a) through (e) of Section 10.1 has occurred, the Partnership Assets shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the new partnership deemed to have been created for federal income tax purposes shall be governed by the terms of this Agreement.

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        "Partnership Interest" shall mean an ownership interest of a Partner in the Partnership from time to time, including, as applicable, such Partner's Preferred Units, Series A Preferred Units, Series B Preferred Units, Series D Preferred Units and Percentage Interest and such Partner's Capital Account, and any and all other benefits to which the holder of such Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms of this Agreement.

        "Partnership Unit" shall mean a Common Unit, Preferred Unit, Series A Preferred Unit, Series B Preferred Unit or Series D Preferred Unit and shall constitute a fractional, undivided share of the Partnership Interests corresponding to that particular class of Units.

        "Common Unit" shall mean Partnership Interests other than Preferred Units, Series A Preferred Units, Series B Preferred Units and Series D Preferred Units.

        "Project" shall mean any shopping center or other real estate project or property, including construction and improvement activities undertaken with respect thereto, land held for investment or development and off-site improvements, on-site improvements, structures, buildings and/or related parking and other facilities.

        "Master Agreement" shall mean the Master Agreement by and among WRLP, the Partnership, Macerich Galahad LP, The Westcor Company Limited Partnership, The Westcor Company II Limited Partnership, Macerich TWC II LLC, Macerich TWC II Corp., Macerich WRLP LLC, Macerich WRLP Corp., Eastrich No. 128 Corp. and certain individuals dated as of June 29, 2002.

        "Series D Cash Purchase Price" is defined in the Series D Redemption Rights Exhibit.

        "Series D Exercise Notice" is defined in the Series D Redemption Rights Exhibit.

        "Series D Offered Interests" is defined in the Series D Redemption Rights Exhibit.

        "Series D Preferred Return" is defined in Exhibit B to the Ninth Amendment to this Agreement.

        "Series D Preferred Shares" shall mean shares of Series D Cumulative Convertible Preferred Stock, $.01 par value per share, of the General Partner, the terms of which are set forth in the Series D Preferred Shares Articles Supplementary.

        "Series D Preferred Shares Articles Supplementary" shall mean the Series D Cumulative Convertible Preferred Stock Articles Supplementary, dated as of July 25, 2002, which fixes the distribution and other preferences and rights of the Series D Preferred Shares.

        "Series D Preferred Units" shall mean the Partnership Units issued pursuant to Section 2.2(e) of this Agreement, the terms of which are set forth in Exhibit B to the Ninth Amendment to this Agreement.

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        "Series D Purchase Price" is defined in the Series D Redemption Rights Exhibit.

        "Series D Redemption Rights Exhibit" shall mean Exhibit C to the Ninth Amendment to this Agreement.

        "Series D Share Purchase Price" is defined in the Series D Redemption Rights Exhibit.

        "Series D Redemption Partner" means a Limited Partner other than the Company holding Series D Preferred Units.

        "WRLP" is defined in the Ninth Amendment to this Agreement.

        1.2    Transferees.    Generally, a transferee (including any assignee) of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor; provided, however, that, if the transfer causes a termination of the Partnership under Section 708(b)(1)(B) of the Code, the Partnership's properties and liabilities shall be deemed, solely for federal income tax purposes, to have been contributed to a newly formed partnership in exchange for an interest therein, followed immediately thereafter by a distribution of interests in the new partnership to the holders of Partnership Units (including such transferee) in proportion to their Partnership Units in liquidation of the terminated Partnership. In such event, the Gross Asset Values of the Partnership properties shall be adjusted immediately prior to such deemed contribution pursuant to Section 1.3(b) of this Allocations Exhibit. The Capital Accounts of such new partnership shall be maintained in accordance with the principles of this Allocations Exhibit.

        (l)    Sections 2.1 and 2.2 of Exhibit A to the Agreement (Allocations Exhibit) are hereby amended to read as follows:

        2.1    Net Income.    After giving effect to the special allocations set forth in Article 3 of this Allocations Exhibit, Net Income for any fiscal year or other applicable period shall be allocated in the following order and priority:

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        2.2    Net Loss.    After giving effect to the special allocations set forth in Article 3 of this Allocations Exhibit, Net Loss of the Partnership for each fiscal year or other applicable period shall be allocated as follows:

        2.    Lock-up Period.    Each new Limited Partner executing this Amendment agrees not to exercise any Redemption Rights with respect to Series D Preferred Units or Common Units under Article IX of the Agreement prior to July 26, 2003 (the "Lock-up Period"); provided that, after the death of any such Limited Partner, the fiduciary or other authorized representative of such Limited Partner's estate shall be entitled to deliver an Exercise Notice or Series D Exercise Notice to the General Partner during the Lock-up Period with respect to the Redemption Rights of such deceased Limited Partner; provided further that, upon any such exercise during the Lock-up Period, the General Partner may elect, in its sole and absolute discretion, not to permit any other such Limited Partner to exercise its

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rights under Paragraph 3(a) of the Redemption Rights Exhibit or under Paragraph 3(a) of the Series D Redemption Rights Exhibit to join in the giving of such Exercise Notice or Series D Exercise Notice.

        3.    Defined Terms and Recitals.    As used in this Amendment, capitalized terms used and defined in this Amendment shall have the meaning assigned to them in this Amendment, and capitalized terms used in this Amendment but not defined herein, shall have the meaning assigned to them in the Agreement.

        4.    Ratification and Confirmation.    Except to the extent specifically amended by this Amendment, the terms and provisions of the Agreement, as previously amended, are hereby ratified and confirmed.

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        IN WITNESS WHEREOF, the undersigned has executed this Amendment effective as of the date first above mentioned.

    GENERAL PARTNER:

 

 

THE MACERICH COMPANY

 

 

By:

 


Richard A. Bayer
General Counsel and Secretary

 

 

NEW LIMITED PARTNERS:

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EXHIBIT A

New Limited Partners

Name and Address

  Number of Series D Preferred Units








   

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EXHIBIT B

Terms of Series D Preferred Units

        1.    Definitions.    Unless otherwise indicated, capitalized terms shall have the meanings set forth in the Agreement. As used herein, the following terms, shall have the meanings set forth below, unless the context otherwise requires:

        "Distribution Payment Date" shall mean, with respect to any Distribution Period, the payment date for the distribution declared by the General Partner on its shares of Common Stock for such Distribution Period or, if no such distribution payment date is established, the last business day of such Distribution Period.

        "Distribution Period" shall mean the quarterly period that is then the dividend period with respect to the Common Stock or, if no such dividend period is established, the calendar quarter shall be the Dividend Period; provided that (a) the initial distribution period shall commence on July 26, 2002 and end on and include September 30, 2002 and (b) the distribution period in which the final liquidation payment is made pursuant to Section 10.2 of the Agreement shall commence on the first day following the immediately preceding Distribution Period and end on the date of such final liquidation payment.

        2.    Designation and Number; Etc.    The Series D Preferred Units have been established and shall have such rights, preferences, limitations and qualifications as are described herein (in addition to the rights, preferences, limitations and qualifications contained in the Agreement to the extent applicable). The authorized number of Series D Preferred Units shall be 1,961,345. Notwithstanding anything to the contrary contained herein, in the event of a conflict between the provisions of this Exhibit B and any other provision of the Agreement, the provisions of this Exhibit B shall control. For purposes of this Amendment, the rights of the Series D Preferred Units shall be construed to include their rights under the Series D Redemption Rights Exhibit.

        3.    Rank.    The Series D Preferred Units shall, with respect to the payment of distributions and the distribution of amounts upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, rank as follows:

        (a)  senior to all classes or series of Common Units and to all Partnership Units the terms of which provide that such Partnership Units shall rank junior to such Series D Preferred Units;

        (b)  on a parity with the Series A Preferred Units and the Series B Preferred Units and each other series of preferred Partnership Units hereafter issued by the Partnership which does not provide by its express terms that it ranks junior in right of payment to the Series D Preferred Units with respect to payment of distributions or amounts upon liquidation, dissolution or winding-up; and

        (c)  junior to the Preferred Units and to any class or series of preferred Partnership Units issued by the Partnership that ranks senior to the Series D Preferred Units in accordance with Section 4 of this Exhibit B.

        4.    Voting.    

        (a)  Holders of Series D Preferred Units shall not have any voting rights, except as provided by the Agreement or applicable law or as described below in this Section 4.

        (b)  So long as any Series D Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote or consent of the holders of at least a majority of the Series D Preferred Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), (i) authorize, create, issue or increase the authorized or issued amount of, any class or series of partnership interests in the Partnership ranking prior to the Series D Preferred Units with respect to the payment of distributions or the distribution of assets upon voluntary or

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involuntary liquidation, dissolution or winding-up of the Partnership or reclassify any Common Units into such partnership interests, or create, authorize or issue any obligation or security convertible or exchangeable into or evidencing the right to purchase any such partnership interests; or (ii) amend, alter or repeal the provisions of the Agreement, whether by merger or consolidation or otherwise (an "Event"), so as to materially and adversely affect any right, preference, privilege or voting power of the Series D Preferred Units or the holders thereof. Notwithstanding anything to the contrary contained herein, none of the following shall be deemed to materially and adversely affect any such right, preference, privilege or voting power or otherwise require the vote or consent of the holders of the Series D Preferred Units: (A) the occurrence of any Event so long as either (1) the Partnership is the surviving entity, such entity is the principal direct subsidiary of a publicly traded REIT whose common equity is traded on the New York Stock Exchange and the Series D Preferred Units remain outstanding with the terms thereof materially unchanged or (2) interests in an entity having substantially the same rights and terms as the Series D Preferred Units are substituted for the Series D Preferred Units and such entity is the principal direct subsidiary of a publicly traded REIT whose common equity is traded on the New York Stock Exchange, (B) any increase in the amount of the authorized preferred Partnership Units or the creation or issuance of any other series or class of preferred Partnership Units or any increase in the amount of any other series of preferred Partnership Units, in each case ranking on a parity with or junior to the Series D Preferred Units with respect to payment of distributions and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding-up of the Partnership and (C) the dissolution, liquidation and/or winding up of the Partnership.

        The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series D Preferred Units shall have been converted or redeemed.

        For purposes of the foregoing provisions of this Section 4, each Series D Preferred Unit shall have one (1) vote. Except as otherwise required by applicable law or as set forth in the Agreement or herein, the Series D Preferred Units shall not have any voting rights or powers and the consent of the holders thereof shall not be required for the taking of any action.

        5.    Distributions.    

        (a)  With respect to each Distribution Period and subject to the rights of the holders of preferred Partnership Units ranking senior to or on parity with the Series D Preferred Units, the holders of Series D Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions (the "Series D Preferred Return") in an amount per Series D Preferred Unit equal to the greater of (i) $0.6725 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series D Preferred Unit is then convertible in accordance with Section 7 of this Exhibit B. Notwithstanding anything to the contrary contained herein, the amount of distributions described under either clause (i) or (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of a 365/366 day year and the actual number of days in such period. The distributions upon the Series D Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series D Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods may be declared and paid at any time, without reference

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to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series D Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with, respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series D Preferred Units, whether or not in arrears.

        (b)  No distribution on the Series D Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any Debt Instrument, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series D Preferred Units shall accumulate whether or not any of the foregoing restrictions exist.

        (c)  Except as provided in Section 5(d) of this Exhibit B, so long as any Series D Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Partnership Units ranking junior to the Series D Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of Partnership Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series D Preferred Units, for any period and (ii) no Common Units or other Partnership Units ranking junior to or on a parity with the Series D Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series D Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Article IX of the Agreement) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series D Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition.

        (d)  When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series D Preferred Units and any other Partnership Units ranking on a parity as to payment of distributions with the Series D Preferred Units, all distributions declared upon the Series D Preferred Units and any other Partnership Units ranking on a parity as to payment of distributions with the Series D Preferred Units shall be declared pro rata so that the amount of distributions declared per Series D Preferred Unit and such other Partnership Units shall in all cases bear to each other the same ratio that accrued distributions per Series D Preferred Unit and such other Partnership Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Partnership Units do not have cumulative distributions) bear to each other.

        (e)  Holders of Series D Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above.

        (f)    Distributions with respect to the Series D Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation Sec.1.707-4 and the provisions of this Exhibit B shall be construed and applied consistently with such Treasury Regulations.

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        6.    Liquidation Preference.    

        (a)  In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, it is the intent of the Partners that before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other Partnership Units ranking junior to the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series D Preferred Units shall, with respect to each Series D Preferred Unit, be entitled to receive, according to their positive Capital Account balances, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to $36.55, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series D Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series D Preferred Units and liquidating payments on any other Partnership Units ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series D Preferred Units, then it is the intent of the Partners that such assets, or the proceeds thereof, shall be distributed among the holders of Series D Preferred Units and any such other Partnership Units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and such other Partnership Units if all amounts payable thereon were paid in full. The General Partner shall apply the provisions of this Agreement, in accordance with the regulations under Code Section 704(b), to achieve the intent of the Partners expressed in this paragraph to the maximum extent practicable. For the purposes of this Section 6, none of (i) a consolidation, merger or other business combination of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership's assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership.

        (b)  Written notice of such liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series D Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership.

        (c)  After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Exhibit B, the holders of Series D Preferred Units shall have no right or claim to any of the remaining assets of the Partnership.

        7.    Conversion.    Holders of Series D Preferred Units shall have the right to convert all or a portion of such Partnership Units into Common Units, as follows:

        (a)  A holder of Series D Preferred Units shall have the right, at such holder's option, at any time, to convert any whole number of Series D Preferred Units, in whole or in part, into Common Units. Each Series D Preferred Unit shall be convertible into one Common Unit subject to adjustment as described in Section 7(c) hereof (the "Conversion Ratio"). No fractional Common Units will be issued upon any conversion of Series D Preferred Units. Instead, the number of Common Units to be issued upon each conversion shall be rounded to the nearest whole number of Common Units.

        (b)  To exercise the conversion right, the holder of each Series D Preferred Unit to be converted shall execute and deliver to the General Partner, at the principal office of the Partnership, a written notice (the "Conversion Notice") indicating that the holder thereof elects to convert such Series D Preferred Unit. Unless the Common Units issuable on conversion are to be issued in the same name as the name in which such Series D Preferred Unit is registered, each Series D Preferred Unit

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surrendered for conversion shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Partnership, duly executed by the holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Partnership demonstrating that such taxes have been paid).

        As promptly as practicable after delivery of the Conversion Notice as aforesaid, the General Partner shall reflect the conversion and the issuance of Common Units issuable upon the conversion of such Series D Preferred Units on the books and records of the Partnership in accordance with the provisions of this Section 7. In addition, the Partnership shall deliver to the holder at its address as reflected on the records of the Partnership, a copy of such amendment.

        A holder of Series D Preferred Units at the close of business on the record date for any Distribution Period shall be entitled to receive the distribution payable on such Partnership Units on the corresponding Distribution Payment Date notwithstanding the conversion of such Series D Preferred Units following such record date and prior to such Distribution Payment Date and shall have no right to receive any distribution for such Distribution Period in respect of the Common Units into which such Series D Preferred Units were converted. Except as provided herein, the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on converted Series D Preferred Units or for distributions on the Common Units that are issued upon such conversion.

        Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the Conversion Notice is received by the Partnership as aforesaid, and the person or persons in whose name or names any Common Units shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of such Partnership Units at such time on such date, and such conversion shall be at the Conversion Ratio in effect at such time and on such date unless the transfer books of the Partnership shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such transfer books are open, but such conversion shall be at the Conversion Ratio in effect on the date on which such Partnership Units have been surrendered and such notice received by the Partnership.

        (c)  If the Partnership shall, after the date on which the Series D Preferred Units are first issued (the "Issue Date"), (i) pay or make a distribution to holders of its Partnership Units in Common Units, (ii) subdivide its outstanding Common Units into a greater number of Partnership Units or distribute Common Units to the holders thereof, (iii) combine its outstanding Common Units into a smaller number of Partnership Units or (iv) issue any Partnership Units by reclassification of its Common Units, the Conversion Ratio in effect at the opening of business on the day following the date fixed for the determination of holders entitled to receive such distribution or at the opening of business on the day next following the day on which such subdivision, combination or reclassification becomes effective, as the case may be, shall be adjusted so that the holder of any Series D Preferred Unit thereafter surrendered for conversion shall be entitled to receive the number of Common Units or other Partnership Units or securities that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such Series D Preferred Unit been converted immediately prior to the record date in the case of a distribution or the effective date in the case of a subdivision, combination or reclassification. An adjustment made pursuant to this subsection (c) shall become effective immediately after the opening of business on the day next following the record date (except as provided in subsection (g) below) in the case of a distribution and shall become effective immediately after the opening of business on the day next following the effective date in the case of a subdivision, combination or reclassification.

        (d)  If the Partnership shall be a party to any transaction (including, without limitation, a merger, consolidation, self tender offer, for all or substantially all of the Common Units, sale of all or

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substantially all of the Partnership's assets or recapitalization of the Common Units and excluding any transaction as to which subsection (c) of this Section 7 applies) (each of the foregoing being referred to herein as a "Transaction"), in each case as a result of which Common Units shall be converted into the right to receive other partnership interests, shares, stock, securities or other property (including cash or any combination thereof), each Series D Preferred Unit which is not converted into the right to receive other partnership interests, shares, stock, securities or other property in connection with such Transaction shall thereafter be convertible into the kind and amount of shares, stock, securities and other property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of Common Units into which one Series D Preferred Unit was convertible immediately prior to such Transaction, assuming such holder of Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a "Constituent Person"), or an affiliate of a Constituent Person. The Partnership shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this subsection (d), and it shall not consent or agree to the occurrence of any Transaction until the Partnership has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the Series D Preferred Units that will contain provisions enabling the holders of Series D Preferred Units that remain outstanding after such Transaction to convert into the consideration received by holders of Common Units at the Conversion Ratio in effect immediately prior to such Transaction (with the holder having the option to elect the type of consideration if a choice was offered in the Transaction). The provisions of this subsection (d) shall similarly apply to successive Transactions.

        (e)  If:

        then the Partnership shall cause to be mailed to the holders of the Series D Preferred Units at their addresses as shown on the records of the Partnership as promptly as possible a notice stating (A) the date on which a record is to be taken for the purpose of such distribution of rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Units of record to be entitled to such distribution of rights, options or warrants are to be determined. or (B) the date on which such reclassification, subdivision, combination, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up is expected to become effective, and the date as of which it is expected that holders of Common Units of record shall be entitled to exchange their Common Units for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up. Failure to give or receive such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 7.

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        (f)    Whenever the Conversion Ratio is adjusted as herein provided, the Partnership shall prepare a notice of such adjustment of the Conversion Ratio setting forth the adjusted Conversion Ratio and the date such adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Ratio to the holder of each Series D Preferred Unit at such holder's last address as shown on the records of the Partnership.

        (g)  In any case in which subsection (c) of this Section 7 provides that an adjustment shall become effective on the date next following the record date for an event, the Partnership may defer until the occurrence of such event issuing to the holder of any Series D Preferred Unit converted after such record date and before the occurrence of such event the additional Common Units issuable upon such conversion by reason of the adjustment required by such event over and above the Common Units issuable upon such conversion before giving effect to such adjustment.

        (h)  For purposes of this Section 7, the number of Common Units at any time outstanding shall not include any Common Units then owned or held by or for the account of the Partnership. The Partnership shall not make any distribution on Common Units held in the treasury of the Partnership.

        (i)    If any action or transaction would require adjustment of the Conversion Ratio pursuant to more than one subsection of this Section 7, only one adjustment shall be made, and such adjustment shall be the amount of adjustment that has the highest absolute value.

        (j)    If the Partnership shall take any action affecting the Common Units, other than actions described in this Section 7, that in the reasonable judgment of the General Partner would materially and adversely affect the conversion rights of the holders of the Series D Preferred Units, the Conversion Ratio for the Series D Preferred Units may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the General Partner determines to be equitable in the circumstances.

        (k)  The Partnership covenants that Common Units issued upon conversion of the Series D Preferred Units shall be validly issued, fully paid and nonassessable and the holder thereof shall be entitled to rights of a holder of Common Units specified in the Agreement. Prior to the delivery of any securities that the Partnership shall be obligated to deliver upon conversion of the Series D Preferred Units, the Partnership shall endeavor to comply with all federal and state laws and regulations thereunder requiring the registration of such securities, with, or any approval of or consent to the delivery thereof, by any governmental authority; provided that, if the holder of the Series D Preferred Units to be converted does not provide evidence satisfactory to the General Partner that it is an "accredited investor" as defined in Rule 501 under the Securities Act of 1933, as amended, the Partnership may in its sole discretion, instead of issuing Common Units, pay to such holder an amount with respect to each such Series D Preferred Unit equal to the Cash Purchase Price that would be payable if the Common Units otherwise issuable with respect to each such Series D Preferred Unit were redeemed for cash on such date of delivery. .

        (1)  The Partnership will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Common Units or other securities or property on conversion of the Series D Preferred Units pursuant hereto; provided, however, that the Partnership shall not be required to pay any tax that may be payable in respect of any transfer involved in the issue or delivery of Common Units or other securities or property in a name other than that of the holder of the Series D Preferred Units to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Partnership the amount of any such tax or established, to the reasonable satisfaction of the Partnership, that such tax has been paid.

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EXHIBIT C

Series D Redemption Rights Exhibit

        The Redemption Rights granted by the Partnership to the holders of Series D Preferred Units pursuant to Section 9.1 of the Agreement or otherwise shall be subject to the following terms and conditions:

        1.    Definitions. Unless otherwise indicated, capitalized terms shall have the meanings set forth in the Agreement. The following terms and phrases shall, for purposes of this Exhibit C and the Agreement, have the meanings set forth below:

        "Anti-dilution Provisions" shall mean the provisions set forth in Paragraph 10 of this Exhibit C.

        "Conversion Factor" shall mean 100%, provided that such factor shall be adjusted in accordance with the Anti-dilution Provisions.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any successor statute.

        "Exercising Partner" shall have the meaning set forth in Paragraph 2 of this Exhibit.

        "Securities Act" shall mean the Securities Act of 1933, as amended, or any successor statute.

        "Series D Cash Purchase Price" shall mean for each Series D Preferred Unit an amount of cash equal to $36.55 plus any accrued and unpaid distributions with respect to such Series D Preferred Unit

        "Series D Election Notice" shall mean the written notice to be given by the General Partner to the Exercising Partners in response to the receipt by the General Partner of a Series D Exercise Notice from such Exercising Partners, the form of which Series D Election Notice is attached hereto as Schedule 2.

        "Series D Exercise Notice" shall mean a written notice delivered by an Exercising Partner pursuant to Paragraph 2 of this Exhibit C, the form of which Series D Exercise Notice is attached hereto as Schedule 1.

        "Series D Offered Interests" shall mean the Partnership Units of an Exercising Partner identified in an Series D Exercise Notice.

        "Series D Purchase Price" shall mean the Series D Cash Purchase Price or the Series D Share Purchase Price, or a combination thereof.

        "Series D Share Purchase Price" shall mean, with respect to the exercise of any Redemption Rights with respect to Series D Preferred Units pursuant to a Series D Exercise Notice, a number of Series D Preferred Shares of the General Partner equal to the product of (i) the number of Series D Preferred Units being redeemed multiplied by (ii) the Conversion Factor; provided, however, that in the event the General Partner issues to all holders of Series D Preferred Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Series D Preferred Shares, or any other securities or property (collectively, "Rights") then the Series D Share Purchase Price shall also include such Rights that a holder of that number of Series D Preferred Shares as calculated above would be entitled to receive.

        2.    Delivery of Series D Exercise Notices. Any Redemption Partner may, subject to the limitations set forth herein, deliver to the General Partner written notice pursuant to which such Redemption Partner (an "Exercising Partner") elects to exercise all or a portion of its Redemption Rights with respect to Series D Preferred Units.

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        3.    Limitations on Delivery of Series D Exercise Notices. The ability of Redemption Partners to exercise Redemption Rights with respect to Series D Preferred Units shall be restricted as follows:

        4.    Limitation on Exercise of Redemption Rights. Redemption Rights may be exercised in whole or in part at any time and from time to time, subject to the limitations contained herein, and provided that the General Partner may not elect to pay the Series D Share Purchase Price if it would cause a violation of the ownership limitations in the General Partner's Organizational Documents or cause the General Partner to no longer be in compliance with the REIT Requirements.

        5.    Closing, Delivery of Series D Election Notice. The General Partner shall, within thirty (30) days after the earlier to occur of (i) the receipt by the General Partner of a Series D Exercise Notice from all of the Redemption Partners holding Series D Preferred Units, and (ii) the expiration of the second five (5) Business Day period referred to in Paragraph 3(a) hereof, deliver to the Exercising Partners a Series D Election Notice, which Series D Election Notice shall specify whether the Partnership or the General Partner will satisfy the obligation to pay the Series D Purchase Price, shall set forth the computation of the Series D Purchase Price and shall specify the form of the Purchase Price (which shall be in accordance with and subject to Section 9.1 of the Agreement) to be paid by the General Partner or the Partnership to each Exercising Partner and the date, time and location for completion of the purchase and sale of the Series D Offered Interests, which date shall, in no event be more than (i) ten (10) days after delivery by the General Partner of the Series D Election Notice for Series D Offered Interests with respect to which the General Partner has elected to pay the Series D Share Purchase Price or (ii) sixty (60) days after the initial date of receipt by the General Partner of the Series D Exercise Notice for Series D Offered Interests with respect to which the Partnership must pay, or the General Partner has elected to pay, the Series D Cash Purchase Price; provided, however, that such sixty (60) day period may be extended for up to an additional one hundred eighty (180) day period to the extent required for the General Partner to cause additional Shares to be issued to

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provide financing to be used to acquire the Series D Offered Interests. If the General Partner fails to deliver any Series D Election Notice within such thirty (30) day period, it shall be deemed to have given a Series D Election Notice on the last day of such period specifying that the Partnership will redeem the applicable Series D Offered Interests for the Series D Cash Purchase Price, at the Partnership's principal office, at 10 a.m. local time on the sixtieth (60th) day thereafter. Notwithstanding the foregoing, the General Partner and the Partnership agree to use their best efforts to cause the closing of the acquisition of Series D Offered Interests hereunder to occur as quickly as possible.

        6.    Closing Deliveries. At the closing of the redemption or purchase and sale of Series D Offered Interests, payment of the Series D Purchase Price and/or delivery of the Series D Preferred Shares shall be accompanied by proper instruments of transfer and assignment and by the delivery of (i) representations and warranties of (A) the Exercising Partner with respect to its due authority to transfer all of the right, title and interest in and to such Series D Offered Interests to the General Partner and with respect to the status of such Series D Offered Interests being free and clear of all Liens, and (B) the General Partner with respect to its due authority for acquiring such Series D Offered Interests, and (ii) to the extent that any Series D Preferred Shares are issued to the Exercising Partner, (A) an opinion of counsel for the General Partner, reasonably satisfactory to such Exercising Partner, to the effect that such Series D Preferred Shares have been duly authorized, are validly issued, fully-paid and nonassessable, and (B) a certificate or certificates evidencing the Series D Preferred Shares to be issued and registered in the name of such Exercising Partner or its designee. With respect to the exercise of a Redemption Right for which the Partnership or the General Partner has elected to pay the Series D Cash Purchase Price, the Purchase Price shall be paid by cashier's check or wire transfer of immediately available funds, in each case as the General Partner is directed in writing by a duly authorized officer or agent of the recipient.

        7.    Term of Redemption Rights. The Redemption Rights shall continue in full force and effect for the term of the Partnership.

        8.    Covenants of the General Partner. The General Partner covenants and agrees as follows:

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        9.    Redemption Partners' Covenants. Each Redemption Partner covenants and agrees with the General Partner that all Series D Offered Interests tendered to the General Partner in accordance with the exercise of Redemption Rights herein provided shall be delivered to the General Partner free and clear of all Liens and should any Liens exist or arise with respect to such Series D Offered Interests, the General Partner shall be under no obligation to acquire the same unless the Series D Cash Purchase Price will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration and the General Partner is expressly authorized to apply such portion of the Series D Purchase Price as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. Each Redemption Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Series D Offered Interests to the General Partner (or its designee), such Redemption Partner shall assume and pay such transfer tax.

        10.  Anti-dilution Provisions. The Conversion Factor shall be subject to adjustment from time to time as hereinafter provided and shall be expressed as a percentage, calculated to the nearest one-thousandth of one percent (.001%). If the General Partner (i) declares or pays a dividend on its outstanding Series D Preferred Shares in Series D Preferred Shares, or makes a distribution to all holders of its outstanding Series D Preferred Shares in Series D Preferred Shares, (ii) subdivides its outstanding Series D Preferred Shares, or (iii) combines its outstanding Series D Preferred Shares into a smaller number of Series D Preferred Shares, then the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of Series D Preferred Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for the purposes of such calculation that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of Series D Preferred Shares (assuming for the purposes of such calculation that such dividend, distribution, subdivision or combination has not yet occurred as of such time) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any such adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. For the purposes of the calculations to be made under this Paragraph 10, the number of Series D Preferred Shares at any time outstanding shall not include Series D Preferred Shares held in the treasury of the General Partner, but shall include Series D Preferred Shares issuable in respect of scrip certificates issued in lieu of fractions of Series D Preferred Shares. The General Partner shall not pay any dividend or make any distribution on Series D Preferred Shares held in the treasury of the General Partner.

        11.  Fractions of Shares. No fractional Series D Preferred Shares shall be issued in respect of any Series D Share Purchase Price. Instead, the General Partner shall pay, on the closing date of the acquisition of the applicable Series D Preferred Offered Interest, a cash adjustment in respect of any fraction of a Series D Preferred Share that would otherwise be issuable in respect of such Series D Share Purchase Price. Such cash adjustment shall be in an amount equal to the same fraction multiplied by $36.55.

        12.  Requests for Computation of Conversion Factor. Each Redemption Partner shall be entitled to request, from time to time, that the General Partner compute the Conversion Factor then in effect by delivering written notice to the General Partner requesting such computation, provided, however, that no Redemption Partner may request such computation more than once during any calendar year. Upon its receipt of any such request, the General Partner shall compute the Conversion Factor as the same may have been theretofore adjusted in accordance with this Exhibit C, and shall prepare and promptly deliver to the requesting party a certificate signed by the chief financial officer or treasurer of the General Partner stating, to the best of such person's knowledge, the Conversion Factor and the date as of which the same was calculated, and showing in reasonable detail the facts pursuant to which the Conversion Factor had been theretofore adjusted.

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        13.  Provisions in Case of Consolidation, Merger or Sale of Assets. In the event of any consolidation of the General Partner with, or merger of the General Partner into, any other Person, any merger or consolidation of another Person into the General Partner (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Series D Preferred Shares of the General Partner), or the Transfer of the General Partner's Partnership Interest (a "General Partner Reorganization"), in each case to the extent the same does not constitute a violation of the Agreement or is otherwise consented to by the Redemption Partners, the Person formed by such consolidation or resulting from such merger or which acquires such Partnership Interest and other assets of the General Partner, as the case may be (the "Surviving General Partner"), shall have the right and the duty to amend this Exhibit C as set forth below in this Paragraph 13. The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Series D Purchase Price for a Series D Preferred Unit after any such General Partner Reorganization so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such General Partner Reorganization by a holder of a number of Series D Preferred Shares and Rights in exchange for which one Series D Preferred Unit could have been acquired by the General Partner immediately prior to the consummation of such General Partner Reorganization. Such amendment to this Exhibit C shall provide for adjustments to such method of calculation which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Exhibit C with respect to the Conversion Factor. The above provisions of this Paragraph 13 shall similarly apply to successive General Partner Reorganizations permitted or consented to hereunder.

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SCHEDULE 1 TO SERIES D REDEMPTION RIGHTS EXHIBIT
Series D Exercise Notice

To:    [GENERAL PARTNER AT ITS THEN CURRENT ADDRESS]

        Reference is made to that certain Amended and Restated Limited Partnership Agreement of The Macerich Partnership, L.P. dated                        , 1994, [as amended by                                                  ] (the "Partnership Agreement"). Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to Article IX of the Partnership Agreement and Paragraph 2 of the Series D Redemption Rights Exhibit to the Partnership Agreement, the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Redemption Rights as to a portion or portions of its Partnership Interest, all as specified opposite its name below:

Dated:

       

       

    Series D Offered

Exercising Partner

 

Interest
Units                       Series D Preferred

       

Exercising Partner:    



 

 



 

 
(Signature)    

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SCHEDULE 2 TO SERIES D REDEMPTION RIGHTS EXHIBIT

Series D Election Notice

To:    [EXERCISING PARTNER AT THEN-CURRENT ADDRESS]

        Reference is made to that certain Amended and Restated Limited Partnership Agreement of The Macerich Partnership, L.P. (the "Partnership Agreement"), pursuant to which the undersigned and the other parties thereto formed a Delaware limited partnership known as The Macerich Partnership, L.P. (the "Partnership"). All capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to Paragraph 5 of the Series D Redemption Rights Exhibit, the undersigned, being the general partner of the Partnership, hereby notifies you as an Exercising Partner that (a) the Series D Purchase Price for the Series D Offered Interests as to which your Redemption Rights are being exercised is $                        , (b) [the Partnerships will redeem            Series D Preferred Units of such Series D Offered Interests and pay the Series D Purchase Price with respect thereto.] [and/or] [the General Partner will acquire            Series D Preferred Units of such Series Offered Interests and pay the Series D Purchase Price with respect thereto.] (c) $                        of the Series D Purchase Price is payable in cash and the balance thereof is payable by issuance of             Series D Preferred Shares; and (d) the closing of the redemption or purchase and sale of the Series D Offered Interests as to which the Redemption Rights are being exercised shall take place at the offices of                        at             a.m., local time, on                        ,            .

Dated:   THE MACERICH COMPANY,
a Maryland corporation
         

 

 

By:

 


    Its:  

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Exhibit 10.1
EXHIBIT A New Limited Partners
EXHIBIT B Terms of Series D Preferred Units
EXHIBIT C Series D Redemption Rights Exhibit
SCHEDULE 1 TO SERIES D REDEMPTION RIGHTS EXHIBIT Series D Exercise Notice
SCHEDULE 2 TO SERIES D REDEMPTION RIGHTS EXHIBIT

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

        REGISTRATION RIGHTS AGREEMENT, dated as of July 26, 2002 (this "Agreement"), by and among The Macerich Partnership, L.P., a Delaware limited partnership (the "Partnership"),The Macerich Company, a Maryland corporation (the "Company"), and the parties whose names are set forth under the caption "Investors" on the signature pages hereof (the "Investors").

        WHEREAS, pursuant to that certain Master Agreement by and among Westcor Realty Limited Partnership ("WRLP"), the Partnership, Macerich Galahad LP, The Westcor Company Limited Partnership, The Westcor Company II Limited Partnership, Macerich TWC II LLC, Macerich TWC II Corp., Macerich WRLP LLC ("Macerich WRLP LLC"), Macerich WRLP Corp. ("Macerich WRLP Corp."), Eastrich No. 128 Corp. ("Eastrich"), and certain individuals (the "Partners") dated as of June 29, 2002, and that certain Purchase and Sale and Contribution Agreement by and among WRLP, the Partnership, Macerich WRLP LLC, Macerich WRLP Corp., Eastrich and the Partners dated as of June 29, 2002 (collectively, the "Master Agreements") the Partnership has agreed to issue 1,961,345 Series D Preferred Units of the Partnership (the "Series D Preferred Units") to the Investors; and

        WHEREAS, the Series D Preferred Units (i) may be converted into Common Units of the Partnership ("Common Units") which may in turn be redeemed, under certain circumstances, for shares of the Company's Common Stock, par value $.01 per share (the "Common Shares"), and (ii) may be redeemed, under certain circumstances, for shares of the Company's Series D Cumulative Convertible Preferred Stock, par value $.01 per share (the "Preferred Shares"), which are in turn convertible into Common Shares; and

        WHEREAS, in connection with the Master Agreements, the Company has agreed to register under the Securities Act of 1933, as amended (the "Securities Act", which term includes the rules and regulations thereunder, all as the same shall be in effect at the relevant time) (i) any Common Shares issuable upon redemption of Common Units issuable to Investors, (ii) any Preferred Shares issuable upon redemption of Series D Preferred Units issuable to Investors and (iii) any Common Shares issuable upon conversion of such Preferred Shares (collectively, the "Registrable Shares"); and

        WHEREAS, the parties hereto desire to enter into this Agreement to evidence the foregoing agreement of the Company and the mutual covenants of the parties relating thereto.

        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:

        "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.

        "Common 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) the Investors, (ii) each Person holding Series D Preferred Units or Common Units that have been transferred or assigned by an Investor or another 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 Company's Articles 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.

        "Partnership Agreement" shall mean the Amended and Restated Limited Partnership Agreement of the Partnership dated as of March 16, 1994, as amended from time to time.

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

        "Preferred Shares" shall have the meaning ascribed to it in the recitals to this Agreement.

        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 have the meaning ascribed to it in the recitals to this Agreement.

        "Registration Expenses" shall mean all out-of-pocket expenses (excluding Selling Expenses) incurred by the Company 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 Company; (e) fees and disbursements of all independent public accountants of the Company; (f) Securities Act liability insurance if the Company so desires; (g) fees and expenses of other Persons reasonably necessary in connection with the registration, including any experts, retained by the Company; (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.

        "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.

        "Series D Preferred Units" shall have the meaning ascribed to it in the recitals to this Agreement.

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        "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.    

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        Section 3.    Registration Procedures.    

        The Company 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 Company 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 Company that such disposition may be made.

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        Section 4.    Expenses of Registration.    The Company shall pay all Registration Expenses incurred in connection with the registration, qualification or compliance pursuant to Sections 2 and 3 hereof. All 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.    

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        Section 6.    Information to be Furnished by Holders.    Each Holder shall furnish to the Company such information as the Company 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 Company with such information within 10 business days of receipt of the Company's request, the Company'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 Company, or the underwriters or financial advisors in an offering of the Company'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 Series D Preferred Units or Common Units issued upon conversion of Series D Preferred Units provided that (A) such Series D Preferred Units or Common Units represent all of such Holder's Series D Preferred Units and/or Common Units issued upon conversion of Series D Preferred Units, (B) such Series D Preferred Units or Common Units are transferred in accordance with the terms of the Partnership Agreement, (C) 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 (D) the Company 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 Preferred Shares or Common Shares issued upon redemption of Common Units or conversion of Preferred Shares that have not been issued pursuant to an Issuance Registration

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Statement, provided that (E) such Preferred Shares or Common Shares represent all of such Holder's Preferred Shares and/or Common Shares issued upon redemption of Common Units or conversion of Preferred Shares, (F) such Preferred Shares or Common Shares are transferred in accordance with the Company's Articles of Incorporation, as amended from time to time, (G) 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 (H) the Company 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.

        Section 9.    Miscellaneous.    

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[signature page follows]

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

    THE MACERICH PARTNERSHIP, L.P.

 

 

 

 
    By: THE MACERICH COMPANY, General Partner

 

 

 

 
    By:  
     
Richard A. Bayer
Executive Vice President, General Counsel and Secretary

 

 

 

 
    THE MACERICH COMPANY

 

 

 

 
    By:  
     
Richard A. Bayer
Executive Vice President, General Counsel and Secretary

 

 

 

 
    INVESTORS

 

 

 

 

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Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT

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Exhibit 10.3


List of Omitted Registration Rights Agreements

1.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Russ Lyon.

2.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Lynch Limited Partnership.

3.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Auther Family Trust.

4.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Roy A. Brown.

5.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and L.M. Warner.

6.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Gilbert W. Chester.

7.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and John F. Rasor.

8.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Robert L. Ward.

9.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Dayton W. Adams.

10.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Westcor Limited Partnership.

11.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Lyon Children's Trust.

12.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Juszczak Family Trust.

13.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Frederick O. Cox.

14.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Scott B. Lyon.

15.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and David M. Beckham.

16.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Robert B. Williams.

17.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and William P. Whiteside.

18.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Darrell E. Beach.

19.
Registration Rights Agreement dated July 26, 2002 among The Macerich Partnership, L.P., The Macerich Company and Frederick W. Collings.



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Exhibit 10.3
List of Omitted Registration Rights Agreements