0000898822-07-000134 Sample Contracts

RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • January 23rd, 2007 • Mills Limited Partnership • Real estate investment trusts • New York

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”).

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