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”).
Simon Property Group, L.P.Mills Corp • February 16th, 2007 • Real estate investment trusts • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of February 12, 2007 (as the same may be amended from time to time, the “Merger Agreement”), by and among SPG-FCM Ventures, L.L.C., a Delaware limited liability company formed by the undersigned and Simon Property Group, L.P. (“Parent”), SPG-FCM Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser Sub”), SPG-FCM Acquisition, L.P., a Delaware limited partnership and wholly owned subsidiary of Purchaser Sub, The Mills Corporation, a Delaware corporation (“Mills”), and The Mills Operating Partnership LP, a Delaware limited partnership and Mills’ operating partnership (“Mills LP”), which provides for, among other things, (i) the offer by Parent to purchase all of the Company Common Shares at the Offer Price and (ii) the subsequent merger of Purchaser Sub with and into Mills and the merger of Purchaser LP with and into Mills LP. Capitalized terms used herein but not otherwise defi
SIMON PROPERTY GROUP, L.P. Indianapolis, IN 46205Letter Agreement • February 16th, 2007 • Mills Corp • Real estate investment trusts • New York
This letter agreement (this “Letter Agreement”) sets forth the commitment of Simon Property Group, L.P. (the “Investor”), subject to the terms and conditions contained herein, to purchase certain limited liability company interests of SPG-FCM Ventures, L.L.C., a newly formed Delaware limited liability company (“Parent”). It is contemplated that, pursuant to and subject to the terms and conditions of an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into by and among Parent, SPG-FCM Acquisition, Inc., a Delaware corporation, SPG-FCM Acquisition, L.P., a Delaware Limited Partnership, The Mills Corporation, a Delaware corporation (the “Company”), and The Mills Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), Parent will, directly or indirectly, acquire the outstanding common stock of the Company and, subject to the Rollover Option, the common units of limited
