Exhibit 10.1
TWELFTH AMENDMENT TO THE
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
THE MACERICH PARTNERSHIP, L.P.
THIS TWELFTH AMENDMENT (the
“Amendment” ) TO THE AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT DATED AS OF MARCH 16, 1994,
AMENDED AS OF AUGUST 14, 1995, FURTHER AMENDED AS OF
JUNE 27, 1997, FURTHER AMENDED AS OF NOVEMBER 16, 1997,
FURTHER AMENDED AS OF FEBRUARY 25, 1998, FURTHER AMENDED AS OF
FEBRUARY 26, 1998, FURTHER AMENDED AS OF JUNE 17, 1998,
FURTHER AMENDED AS OF DECEMBER 23, 1998, FURTHER AMENDED AS OF
NOVEMBER 9, 2000, FURTHER AMENDED AS OF JULY 26, 2002,
FURTHER AMENDED AS OF OCTOBER 26, 2006 AND FURTHER AMENDED AS OF
MARCH 16, 2007 (the “Agreement” ) OF THE
MACERICH PARTNERSHIP, L.P. (the “Partnership” )
is dated effective as of April 30, 2009. All capitalized terms
used herein and not defined shall have the respective meanings
ascribed to them in the Agreement.
WHEREAS,
Section 12.1(c) of the Agreement permits The Macerich
Company, the general partner of the Partnership (the “
General Partner ”), without the consent of the Limited
Partners, to amend the Agreement, among other things, to reflect a
change that does not adversely affect the Limited Partners;
and
WHEREAS, the General Partner desires
by this
