PURCHASE AGREEMENTPurchase 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").
THE MILLS CORPORATION UNDERWRITING AGREEMENT February 25, 2002Terms Agreement • March 1st, 2002 • Mills Corp • Real estate investment trusts • New York
The Mills Corporation, a Delaware corporation (the "Company") proposes to issue and sell up to $340,000,000 aggregate initial public offering price (or its equivalent based on the exchange rate at the time of sale) of its (i) shares of common stock, par value $.01 per share (the "Common Stock"), or (ii) warrants to purchase shares of Common Stock (the "Common Stock Warrants"), or any combination thereof, from time to time, in or pursuant to one or more offerings on terms to be determined at the time of sale.
THE MILLS CORPORATION (a Delaware corporation) Common Stock TERMS AGREEMENTTerms Agreement • March 1st, 2002 • Mills Corp • Real estate investment trusts
We understand that The Mills Corporation, a Delaware corporation (the "Company"), proposes to issue and sell 727,270 shares of its common stock, par value $0.01 per share (the "Common Stock") (such securities also being hereinafter referred to as the "Initial Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, Salomon Smith Barney Inc. (the "Underwriter") offers to purchase the number of Initial Underwritten Securities set forth below at the purchase price set forth below, and the number of Option Underwritten Securities (as defined in the Underwriting Agreement referred to below) set forth below, to the extent any are purchased on or before February 28, 2002.
THE MILLS CORPORATION (a Delaware corporation) PLACEMENT AGENCY AGREEMENTMills Corp • March 1st, 2002 • Real estate investment trusts • New York
THE MILLS CORPORATION, a Delaware corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch" or the "Placement Agent"), to act as exclusive placement agent for the Company with respect to the issue and sale by the Company to, and the purchase by, Cohen & Steers Quality Income Realty Fund, Inc., a Maryland corporation (the "Fund"), of a yet to be determined amount of shares of the Company's common stock, par value $.01 per share (the "Common Stock").
