Mills Limited Partnership Sample Contracts

THE MILLS CORPORATION EMPLOYMENT AGREEMENT
Employment Agreement • September 19th, 2006 • Mills Limited Partnership • Real estate investment trusts • Delaware

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on September 13, 2006 and effective as of the 1st day of June 2006 (the “Effective Date”), by and between THE MILLS CORPORATION, a Delaware corporation (the “Company”), and RICHARD J. NADEAU (“Executive”).

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RETIREMENT AGREEMENT
Retirement Agreement • October 2nd, 2006 • Mills Limited Partnership • Real estate investment trusts • Virginia

This Retirement Agreement (“Agreement”) dated as of September 29, 2006 is made by and between Laurence C. Siegel (“Executive”) and The Mills Corporation (the “Company”) (collectively referred to as the “Parties”).

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”).

NINTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP
Limited Partnership Agreement • November 29th, 2006 • Mills Limited Partnership • Real estate investment trusts

THIS NINTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (this “Amendment”), dated as of November 22, 2006, is entered into by The Mills Corporation, a Delaware corporation, as general partner (the “General Partner”) of The Mills Limited Partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership.

THE MILLS CORPORATION CONSULTING AGREEMENT
Consulting Agreement • October 17th, 2006 • Mills Limited Partnership • Real estate investment trusts • Maryland

This Consulting Agreement (“Agreement”) is made and entered into as of the date of the parties signature hereof, with an effective date of the 15th day of September, 2006 (the “Effective Date”) by and between The Mills Corporation (the “Company”), and Kenneth R. Parent (the “Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • July 6th, 2006 • Mills Limited Partnership • Real estate investment trusts • Virginia

This Agreement is effective as of May 3, 2006 by and between THE MILLS LIMITED PARTNERSHIP (“Mills”) with a principal office located at 1300 Wilson Boulevard, Suite 400, Arlington, VA 22209, and JAMES DAUSCH an individual (“Contractor”), with an address at 7301 Loch Edin Court, Potomac, Maryland 20854.

TENTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP
Limited Partnership Agreement • April 20th, 2007 • Mills Limited Partnership • Real estate investment trusts

THIS TENTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (this “Amendment”), dated as of April 3, 2007, is entered into by The Mills Corporation, a Delaware corporation, as general partner (the “General Partner”) of The Mills Limited Partnership (the “Partnership”), for itself and on behalf of the limited partners of the Partnership.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • July 6th, 2006 • Mills Limited Partnership • Real estate investment trusts • Virginia

This SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made between THE MILLS CORPORATION (“Mills” and together with its affiliates, “Company”) and JAMES DAUSCH (the “Employee”) (collectively “the parties”).

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