Mills Limited Partnership Sample Contracts

Mills Limited Partnership – TENTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (April 20th, 2007)

THIS TENTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (this “Amendment”), dated as of April 3, 2007, is entered into by The Mills Corporation, a Delaware corporation, as general partner (the “General Partner”) of The Mills Limited Partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership.

Mills Limited Partnership – RESTATED CREDIT AND GUARANTY AGREEMENT (January 23rd, 2007)

This RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of January 17, 2007, is entered into by and among THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), THE MILLS CORPORATION, a Delaware corporation (“Parent”), as Guarantor, CERTAIN SUBSIDIARIES OF PARENT, as Guarantors, the Lenders party hereto from time to time, BROOKFIELD ASSET MANAGEMENT INC. (as successor by assignment to Goldman Sachs Mortgage Company, “BAMI”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”) and BAMI, as Lead Arranger, Sole Book Runner, and as Syndication Agent (in such capacities, “Syndication Agent”). This Restated Credit and Guaranty Agreement amends and restates the Credit and Guaranty Agreement dated May 19, 2006, as the same was amended from time to time prior to the date hereof (as so amended, the “Original Credit Agreement”).

Mills Limited Partnership – GRANTED THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY GAZIT-GLOBE LTD., an Israeli real ) estate investment company, ) Plaintiff, ) (December 11th, 2006)

Subject to the approval of the Court, Gazit-Globe Ltd. (“Gazit”) and The Mills Corporation (“Mills” or the “Company”), by their attorneys, hereby stipulate and agree to the following Order and Final Judgment:

Mills Limited Partnership – THE MILLS AND GAZIT-GLOBE AGREE ON BOARD SLATE FOR NOMINATION AT ANNUAL MEETING Companies Also Agree to Terms of Confidentiality and Standstill Agreement (December 11th, 2006)

CHEVY CHASE, MD and TEL AVIV, ISRAEL (December 5, 2006) — The Mills Corporation (NYSE: MLS) and Gazit-Globe Ltd., (TASE: GLOB), Israel’s largest real estate investment company and one of The Mills’ largest stockholders, today announced that they have agreed on a slate of four nominees for election to The Mills’ board at its Annual Meeting of Stockholders to be held December 29, 2006.

Mills Limited Partnership – NINTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (November 29th, 2006)

THIS NINTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (this “Amendment”), dated as of November 22, 2006, is entered into by The Mills Corporation, a Delaware corporation, as general partner (the “General Partner”) of The Mills Limited Partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership.

Mills Limited Partnership – THE MILLS CORPORATION CONSULTING AGREEMENT (October 17th, 2006)

This Consulting Agreement (“Agreement”) is made and entered into as of the date of the parties signature hereof, with an effective date of the 15th day of September, 2006 (the “Effective Date”) by and between The Mills Corporation (the “Company”), and Kenneth R. Parent (the “Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

Mills Limited Partnership – RETIREMENT AGREEMENT (October 2nd, 2006)

This Retirement Agreement (“Agreement”) dated as of September 29, 2006 is made by and between Laurence C. Siegel (“Executive”) and The Mills Corporation (the “Company”) (collectively referred to as the “Parties”).

Mills Limited Partnership – LAURENCE C. SIEGEL STEPS DOWN AS CHIEF EXECUTIVE OFFICER OF THE MILLS CORPORATION; MARK S. ORDAN APPOINTED CEO AND PRESIDENT The Mills Continues to work with Colony Capital and Kan Am on Meadowlands Transaction Receives Trading Extension from the New York Stock Exchange (October 2nd, 2006)

CHEVY CHASE, MD. (October 2, 2006) – The Mills Corporation (NYSE: MLS) today announced that Laurence C. Siegel has retired as the Company’s Chief Executive Officer and has been appointed non-executive Chairman of the Board of The Mills. The Mills continues to work with Kan Am USA Management XXII and Colony Capital Acquisitions, LLC to resolve the complex issues necessary to close the Meadowlands Xanadu transaction. If and when this transaction is concluded, Mr. Siegel may join the new joint venture and would then remain on The Mills’ Board but resign as non-executive Chairman.

Mills Limited Partnership – THE MILLS CORPORATION EMPLOYMENT AGREEMENT (September 19th, 2006)

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on September 13, 2006 and effective as of the 1st day of June 2006 (the “Effective Date”), by and between THE MILLS CORPORATION, a Delaware corporation (the “Company”), and RICHARD J. NADEAU (“Executive”).

Mills Limited Partnership – SEPARATION AGREEMENT AND GENERAL RELEASE (July 6th, 2006)

This SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made between THE MILLS CORPORATION (“Mills” and together with its affiliates, “Company”) and JAMES DAUSCH (the “Employee”) (collectively “the parties”).

Mills Limited Partnership – INDEPENDENT CONTRACTOR AGREEMENT (July 6th, 2006)

This Agreement is effective as of May 3, 2006 by and between THE MILLS LIMITED PARTNERSHIP (“Mills”) with a principal office located at 1300 Wilson Boulevard, Suite 400, Arlington, VA 22209, and JAMES DAUSCH an individual (“Contractor”), with an address at 7301 Loch Edin Court, Potomac, Maryland 20854.

Mills Limited Partnership – THE MILLS CORPORATION EMPLOYMENT AGREEMENT (April 5th, 2006)

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on this 3rd day of April 2006 (the “Effective Date”), by and between THE MILLS CORPORATION, a Delaware corporation (the “Company”), and F. SCOTT BALL (“Executive”).

Mills Limited Partnership – THE MILLS CORPORATION THE MILLS LIMITED PARTNERSHIP SUPPLEMENTAL INFORMATION AS OF JUNE 30, 2005 (August 5th, 2005)

This Supplemental Information package includes information with respect to both The Mills Corporation, or TMC, and The Mills Limited Partnership, or Mills LP, of which TMC is the sole general partner and in which TMC owned a 1.0% general partner interest and an 85.7% limited partner interest as of June 30, 2005. TMC conducts all of its business and owns all of its properties through Mills LP and Mills LP’s various subsidiaries. As the general partner of Mills LP, TMC has the exclusive power to manage the business of Mills LP, subject to certain limited exceptions. The supplemental information provided in this Exhibit 99.2 represents our consolidated financial and operational information as of and for the period ended June 30, 2005.

Mills Limited Partnership – THE MILLS CORPORATION THE MILLS LIMITED PARTNERSHIP SUPPLEMENTAL INFORMATION AS OF DECEMBER 31, 2004 (March 30th, 2005)

This supplemental information package includes information with respect to both The Mills Corporation, or TMC, and The Mills Limited Partnership, or Mills LP, of which TMC is the sole general partner and in which TMC owned a 1.00% general partner interest and a 85.12% limited partner interest as of December 31, 2004. TMC conducts all of its business and owns all of its properties through Mills LP and Mills LP’s various subsidiaries. As the general partner of Mills LP, TMC has the exclusive power to manage the business of Mills LP, subject to certain limited exceptions. The supplemental information provided in this Exhibit 99.2 represents our consolidated financial and operational information as of and for the year ended December 31, 2004.