Mills Corp Sample Contracts

EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT BY AND BETWEEN
Purchase and Sale Agreement • May 1st, 2002 • Mills Corp • Real estate investment trusts • Delaware
EXHIBIT 10.62 FIRST AMENDMENT
Mills Corp • November 14th, 1997 • Real estate investment trusts • New York
RECITALS
Registration Rights Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts • New York
RECITALS
Securities Purchase Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts • New York
RECITALS
Securities Purchase Agreement • August 10th, 2001 • Mills Corp • Real estate investment trusts • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of June 26, 2003
Revolving Credit Agreement • August 14th, 2003 • Mills Corp • Real estate investment trusts • New York
and CS FIRST BOSTON MORTGAGE CAPITAL CORP., as Lender
Credit Agreement • March 12th, 1997 • Mills Corp • Real estate investment trusts • New York
* * LAURENCE C. SIEGEL
Employment Contract • November 14th, 2001 • Mills Corp • Real estate investment trusts • Virginia
RECITALS
Restricted Stock Award Agreement • November 17th, 2000 • Mills Corp • Real estate investment trusts
AMENDMENT NO. 1 DATED AS OF MAY 11, 2001 TO THE REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 27, 2001
Registration Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts
AMENDED AND RESTATED TRUST AGREEMENT among THE MILLS LIMITED PARTNERSHIP, as Depositor THE MILLS CORPORATION, as Guarantor WILMINGTON TRUST COMPANY as Property Trustee WILMINGTON TRUST COMPANY as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED...
Trust Agreement • February 7th, 2006 • Mills Corp • Real estate investment trusts • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 1, 2006, among (i) The Mills Limited Partnership, a Delaware limited partnership (including any successors or permitted assigns, the “Depositor”), (ii) The Mills Corporation, a Delaware corporation (including any successors or permitted assigns, the “Guarantor”), (iii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iv) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (v) Mark Ettenger, an individual, Mary Jane Morrow, an individual, and Gordon H. Glenn, an individual, each of whose address is c/o The Mills Limited Partnership, 1300 Wilson Boulevard, Suite 400, Arlington, Virginia 22209-2307, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Truste

AND
Mills Corp • May 15th, 2001 • Real estate investment trusts • Delaware
JUNIOR SUBORDINATED INDENTURE between THE MILLS LIMITED PARTNERSHIP, as Issuer, THE MILLS CORPORATION, as Guarantor, and WILMINGTON TRUST COMPANY as Trustee
Junior Subordinated Indenture • February 7th, 2006 • Mills Corp • Real estate investment trusts • New York

JUNIOR SUBORDINATED INDENTURE, dated as of February 1, 2006, between The Mills Limited Partnership, a Delaware limited partnership (the “Company”), The Mills Corporation, a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).

BETWEEN
Mills Corp • November 14th, 1996 • Real estate investment trusts • Florida
EXHIBIT 10.61 THE MILLS LIMITED PARTNERSHIP REVOLVING NOTE
Mills Corp • March 12th, 1997 • Real estate investment trusts • New York

FOR VALUE RECEIVED, the undersigned, THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, the "Borrower"), hereby unconditionally promises to pay on the Maturity Date or sooner Maturity, as each such term is defined in the Credit Agreement among The Mills Corporation, the Borrower, Sawgrass Mills Phase II Limited Partnership, Sunrise Mills (MLP) Limited Partnership, and the Lender, (as hereinafter defined) dated as of October 28, 1996 (as same may be hereafter modified or amended, the "Agreement"), to the order of CS FIRST BOSTON MORTGAGE CAPITAL CORP. (together with its successors and assigns, the "Lender") at its office located at 55 East 52nd Street, New York, New York 10055, in lawful money of the United States of America and in immediately available funds, an amount equal to the lesser of (a) FORTY MILLION DOLLARS ($40,000,000.00) or (b) the aggregate unpaid principal amount of all Revolving Loans (as defined in the Agreement) ma

CS FIRST BOSTON MORTGAGE CAPITAL CORP,
Mills Corp • March 12th, 1997 • Real estate investment trusts • New York
DEPOSIT AGREEMENT
Deposit Agreement • May 16th, 2005 • Mills Corp • Real estate investment trusts • New York

THIS DEPOSIT AGREEMENT, dated as of May 17, 2005 (this “Deposit Agreement”), is entered into by and among THE MILLS CORPORATION, a Delaware corporation (the “Company”), EQUISERVE TRUST COMPANY, N.A., a national banking association, EQUISERVE, INC., a Delaware corporation, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder. EquiServe Trust Company, N.A., and EquiServe, Inc. may be referred to individually and collectively herein as “Depositary.”

CREDIT AND GUARANTY AGREEMENT dated as of February 16, 2007 among THE MILLS LIMITED PARTNERSHIP, as Borrower THE MILLS CORPORATION, as Parent CERTAIN OF ITS SUBSIDIARIES, as Guarantors THE LENDERS PARTY HERETO, and SIMON PROPERTY GROUP, L.P. as...
Credit and Guaranty Agreement • February 16th, 2007 • Mills Corp • Real estate investment trusts • New York

This CREDIT AND GUARANTY AGREEMENT, dated as of February 16, 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, and SIMON PROPERTY GROUP, L.P. (“SPG”) and the other Lenders party hereto from time to time, and SIMON PROPERTY GROUP L.P., 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, as Lead Arranger, Sole Book Runner, and as Syndication Agent (in such capacities, “Syndication Agent”).

BETWEEN
Registration Rights and Lock-Up Agreement • August 14th, 2003 • Mills Corp • Real estate investment trusts • Delaware
THE MILLS CORPORATION EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2006 • Mills Corp • Real estate investment trusts • Delaware

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on June 21st 2006 and effective the 28th day of February 2006 (the “Effective Date”), by and between THE MILLS CORPORATION, a Delaware corporation (the “Company”), and Mark S. Ordan (“Executive”).

THE MILLS CORPORATION (a Delaware corporation) UNDERWRITING AGREEMENT April 30, 2003
Underwriting Agreement • May 5th, 2003 • Mills Corp • Real estate investment trusts • New York

MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED RBC DAIN RAUSCHER INC. as Representatives of the several Underwriters

Depositor
Trust and Servicing Agreement • March 12th, 1997 • Mills Corp • Real estate investment trusts • New York
R E C I T A L S
Ownership Limit Waiver Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts • Delaware
REGISTRATION RIGHTS AGREEMENT BETWEEN THE MILLS CORPORATION AS ISSUER, AND MORGAN STANLEY & CO., INCORPORATED AND GOLDMAN, SACHS & CO., AS INITIAL PURCHASERS DATED AS OF AUGUST 23, 2004
Registration Rights Agreement • August 27th, 2004 • Mills Corp • Real estate investment trusts • New York

REGISTRATION RIGHTS AGREEMENT dated as of August 23, 2004 by and between The Mills Corporation, a Delaware corporation (the “COMPANY”), and Morgan Stanley & Co., Incorporated and Goldman, Sachs & Co., as the initial purchasers (the “INITIAL PURCHASERS”) under the Purchase Agreement dated August 17, 2004 (the “PURCHASE AGREEMENT”), by and between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

SIXTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • August 19th, 2003 • Mills Corp • Real estate investment trusts

THIS SIXTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE ("Amendment") is entered into as of the 25th day of July 2003, by and between THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership ("Buyer') and GREAT MALL OF THE BAY AREA ASSOCIATES, L.P., a Delaware limited partnership ("Seller"), based upon the following facts, intentions and understandings:

PURCHASE AGREEMENT
Purchase Agreement • March 1st, 2002 • Mills Corp • Real estate investment trusts • New York

This Purchase Agreement (this "Agreement"), dated as of February 25, 2002, is between Cohen & Steers Quality Income Realty Fund, Inc. (the "PURCHASER") and The Mills Corporation (the "SELLER").

FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT
Redevelopment Agreement • August 9th, 2005 • Mills Corp • Real estate investment trusts • New Jersey

THIS FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT (this “First Amendment”) is made as of October 5, 2004 (the “First Amendment Effective Date”), by and between the NEW JERSEY SPORTS AND EXPOSITION AUTHORITY, a public body corporate and politic with corporate succession and having an address at Meadowlands Sports Complex, 50 State Route 120, East Rutherford, New Jersey 07073 (the “Authority”), and MEADOWLANDS MILLS/MACK-CALI LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at c/o The Mills Corporation, 1300 Wilson Boulevard, Suite 400, Arlington, Virginia 22209, and its permitted successors and assigns (the “Developer”). The Developer and the Authority are referred to herein individually as a “Party” and collectively as the “Parties”.

REVOLVING CREDIT AGREEMENT Dated as of May 20, 2002 among THE MILLS LIMITED PARTNERSHIP, as Borrower THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders FLEET NATIONAL BANK, as Administrative Agent and FLEET SECURITIES, INC., as Lead Arranger...
Revolving Credit Agreement • March 31st, 2003 • Mills Corp • Real estate investment trusts • New York

This REVOLVING CREDIT AGREEMENT, dated as of May 20, 2002 (as amended, supplemented or modified from time to time, the "Agreement"), is entered into among THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership (the "Borrower"), the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, and FLEET NATIONAL BANK ("Fleet"), as the administrative agent (the "Administrative Agent").

THE PROPOSED ACQUISITIONS
Mills Corp • December 10th, 2002 • Real estate investment trusts

On November 14, 2002, we entered into an agreement to acquire Riverside Square, an approximately 637,000 square foot retail property located in Hackensack, New Jersey, six miles west of New York City, for an aggregate consideration of approximately $86.5 million, comprised of $21.5 million in cash and $65.0 million of mortgage financing. Approximately 293,000 square feet of gross leasable area at Riverside Square is owned by Bloomingdale's, one of two anchor tenants. Upon closing, we expect to obtain a mortgage loan in the amount of approximately $65.0 million that will be secured by this property but there can be no assurance that it will be completed by that time or at all.

EIGHTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • August 19th, 2003 • Mills Corp • Real estate investment trusts

THIS EIGHTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE ("Amendment") is entered into as of the 1st day of August 2003, by and between THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership ("Buyer') and GREAT MALL OF THE BAY AREA ASSOCIATES, L.P., a Delaware limited partnership ("Seller"), based upon the following facts, intentions and understandings:

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2004 • Mills Corp • Real estate investment trusts • Delaware

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of April, 2004 (the “Effective Date”), by and between THE MILLS CORPORATION, a Delaware corporation (the “Company”), and Laurence C. Siegel (“Executive”).

WAIVER TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Credit and Term Loan Agreement • May 6th, 2005 • Mills Corp • Real estate investment trusts • New York

This WAIVER TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Waiver Agreement”) is made as of February 16, 2005 by and among (a) The Mills Limited Partnership, a Delaware limited partnership (the “Borrower”), (b) JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined below); and (c) the Lenders party hereto.

AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 11th, 2003 • Mills Corp • Real estate investment trusts

THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of the 31st day of January 2003, by and among (i) THE CADILLAC FAIRVIEW CORPORATION LIMITED, an Ontario corporation ("CFCL"); (ii) CADILLAC FAIRVIEW U.S., INC., a Delaware corporation ("CFUS"); (iii) CF BROWARD MALL, INC., a Florida corporation; CF DOVER MALL L.P., a Delaware limited partnership; CF ESPLANADE L.P., a Delaware limited partnership; CF NORTHPARK L.P., a Delaware limited partnership; CF GALLERIA AT WHITE PLAINS L.P., a Delaware limited partnership and CFN, INC., a Delaware corporation (collectively, the "Current CF Property Owners"); (iv) CF COBB ASSOCIATES, a New York general partnership; and CF GWINNETT ASSOCIATES, a New York general partnership (collectively, the "Current Interest Owners"); (v) CADILLAC FAIRVIEW SHOPPING CENTER PROPERTIES (MISSISSIPPI) INC., a Delaware corporation; CADILLAC FAIRVIEW SHOPPING CENTER PROPERTIES (LOUISIANA) INC., a Delaware corporation; CADILLAC FAIRVIEW SHOPPING C