The City Uses in Filing of Amendments Clause

Filing of Amendments from Purchase Agreement

KEEFE, BRUYETTE & WOODS, INC. SANDLER O'NEILL & PARTNERS, L.P. as Representatives of the several Underwriters c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue, 4th Floor New York, New York 10019

Filing of Amendments. The Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)), any Term Sheet or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall object.

Filing of Amendments from Underwriting Agreement

THE MILLS CORPORATION, a Delaware corporation (the Company), and the sole general partner of The Mills Limited Partnership, a Delaware limited partnership (the Operating Partnership), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch), Morgan Stanley & Co. Incorporated (Morgan Stanley), Wachovia Capital Markets, LLC (Wachovia) and each of the other underwriters named in Schedule A hereto (collectively the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Merrill Lynch, Morgan Stanley and Wachovia are acting as representatives (in such capacity, the Representatives), an aggregate of 8,000,000 depositary shares each representing 1/100 of a share of the Companys 7.875% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share (the Firm Shares), to be issued under a deposit agreement (the Deposit Agreement) among the Company, EquiServe Trust Company, N.

Filing of Amendments. The Company and the Operating Partnership will give the Representatives notice of their intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b) of the Securities Act Regulations), any Term Sheet or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.