EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT BY AND BETWEENPurchase and Sale Agreement • May 1st, 2002 • Mills Corp • Real estate investment trusts • Delaware
NOTELoan Agreement • November 14th, 1996 • Mills Corp • Real estate investment trusts • Florida
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIPLimited Partnership Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts
THE MILLS CORPORATION (a Delaware corporation) COMMON STOCK TERMS AGREEMENT March 20, 1997Terms Agreement • March 25th, 1997 • Mills Corp • Real estate investment trusts
AMENDMENT NO. 1 DATED AS OF MAY 11, 2001 TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 27, 2001Securities Purchase Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts
RECITALSSecurities Purchase Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts • New York
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of June 26, 2003Revolving Credit Agreement • August 14th, 2003 • Mills Corp • Real estate investment trusts • New York
RECITALSRegistration Rights Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts • New York
RECITALSRestricted Stock Award Agreement • November 17th, 2000 • Mills Corp • Real estate investment trusts
EXHIBIT B-2 INTERCOMPANY PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated as of October 28, 1996 (as amended, modified or supplemented from time to time, this "Agreement"), made by each of the undersigned (each a "Pledgor" and,...Pledge and Security Agreement • March 12th, 1997 • Mills Corp • Real estate investment trusts • New York
RECITALSSecurities Purchase Agreement • August 10th, 2001 • Mills Corp • Real estate investment trusts • New York
SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIPLimited Partnership Agreement • August 10th, 2001 • Mills Corp • Real estate investment trusts
THE MILLS CORPORATION FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 1997 • Mills Corp • Real estate investment trusts • New York
EXHIBIT 10.61 THE MILLS LIMITED PARTNERSHIP REVOLVING NOTERevolving Note • March 12th, 1997 • Mills Corp • Real estate investment trusts • New York
FOR VALUE RECEIVED, the undersigned, THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, the "Borrower"), hereby unconditionally promises to pay on the Maturity Date or sooner Maturity, as each such term is defined in the Credit Agreement among The Mills Corporation, the Borrower, Sawgrass Mills Phase II Limited Partnership, Sunrise Mills (MLP) Limited Partnership, and the Lender, (as hereinafter defined) dated as of October 28, 1996 (as same may be hereafter modified or amended, the "Agreement"), to the order of CS FIRST BOSTON MORTGAGE CAPITAL CORP. (together with its successors and assigns, the "Lender") at its office located at 55 East 52nd Street, New York, New York 10055, in lawful money of the United States of America and in immediately available funds, an amount equal to the lesser of (a) FORTY MILLION DOLLARS ($40,000,000.00) or (b) the aggregate unpaid principal amount of all Revolving Loans (as defined in the Agreement) ma
* * LAURENCE C. SIEGELEmployment Contract • November 14th, 2001 • Mills Corp • Real estate investment trusts • Virginia
AMENDMENT NO. 1 DATED AS OF MAY 11, 2001 TO THE REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 27, 2001Registration Rights Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts
JUNIOR SUBORDINATED INDENTURE between THE MILLS LIMITED PARTNERSHIP, as Issuer, THE MILLS CORPORATION, as Guarantor, and WILMINGTON TRUST COMPANY as TrusteeJunior Subordinated Indenture • February 7th, 2006 • Mills Corp • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of February 1, 2006, between The Mills Limited Partnership, a Delaware limited partnership (the “Company”), The Mills Corporation, a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT among THE MILLS LIMITED PARTNERSHIP, as Depositor THE MILLS CORPORATION, as Guarantor WILMINGTON TRUST COMPANY as Property Trustee WILMINGTON TRUST COMPANY as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED...Trust Agreement • February 7th, 2006 • Mills Corp • Real estate investment trusts • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 1, 2006, among (i) The Mills Limited Partnership, a Delaware limited partnership (including any successors or permitted assigns, the “Depositor”), (ii) The Mills Corporation, a Delaware corporation (including any successors or permitted assigns, the “Guarantor”), (iii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iv) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (v) Mark Ettenger, an individual, Mary Jane Morrow, an individual, and Gordon H. Glenn, an individual, each of whose address is c/o The Mills Limited Partnership, 1300 Wilson Boulevard, Suite 400, Arlington, Virginia 22209-2307, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Truste
ANDWarrant Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts • Delaware
EXHIBIT 10.62 FIRST AMENDMENTCredit Agreement • November 14th, 1997 • Mills Corp • Real estate investment trusts • New York
DEPOSIT AGREEMENTDeposit Agreement • May 16th, 2005 • Mills Corp • Real estate investment trusts • New York
THIS DEPOSIT AGREEMENT, dated as of May 17, 2005 (this “Deposit Agreement”), is entered into by and among THE MILLS CORPORATION, a Delaware corporation (the “Company”), EQUISERVE TRUST COMPANY, N.A., a national banking association, EQUISERVE, INC., a Delaware corporation, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder. EquiServe Trust Company, N.A., and EquiServe, Inc. may be referred to individually and collectively herein as “Depositary.”
AMENDMENT NO. 1 DATED AS OF MAY 11, 2001 TO THE SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 27, 2001Securities Purchase Agreement • August 10th, 2001 • Mills Corp • Real estate investment trusts
THE MILLS CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2006 • Mills Corp • Real estate investment trusts • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on June 21st 2006 and effective the 28th day of February 2006 (the “Effective Date”), by and between THE MILLS CORPORATION, a Delaware corporation (the “Company”), and Mark S. Ordan (“Executive”).
CS FIRST BOSTON MORTGAGE CAPITAL CORP,Mortgage, Security Agreement, Assignment of Rents and Fixture Filing • March 12th, 1997 • Mills Corp • Real estate investment trusts • New York
BETWEENRegistration Rights and Lock-Up Agreement • August 14th, 2003 • Mills Corp • Real estate investment trusts • Delaware
DepositorTrust and Servicing Agreement • March 12th, 1997 • Mills Corp • Real estate investment trusts • New York
R E C I T A L SOwnership Limit Waiver Agreement • May 15th, 2001 • Mills Corp • Real estate investment trusts • Delaware
1 EXHIBIT 99.3 THE MILLS CORPORATION 1999 STOCK OPTION PLAN EFFECTIVE FEBRUARY 23, 1999 THE MILLS CORPORATION 1999 STOCK OPTION PLAN 1. DEFINITIONS. In this Plan, except where the context otherwise indicates, the following definitions apply: 1.1....1999 Stock Option Plan • June 29th, 1999 • Mills Corp • Real estate investment trusts • Delaware
REGISTRATION RIGHTS AGREEMENT BETWEEN THE MILLS CORPORATION AS ISSUER, AND MORGAN STANLEY & CO., INCORPORATED AND GOLDMAN, SACHS & CO., AS INITIAL PURCHASERS DATED AS OF AUGUST 23, 2004Registration Rights Agreement • August 27th, 2004 • Mills Corp • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENT dated as of August 23, 2004 by and between The Mills Corporation, a Delaware corporation (the “COMPANY”), and Morgan Stanley & Co., Incorporated and Goldman, Sachs & Co., as the initial purchasers (the “INITIAL PURCHASERS”) under the Purchase Agreement dated August 17, 2004 (the “PURCHASE AGREEMENT”), by and between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
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”).
THE MILLS CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 9th, 2005 • Mills Corp • Real estate investment trusts
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of (the “Date of Grant”) by and between THE MILLS CORPORATION, a Delaware corporation (the “Company”), and (“Grantee”).
PURCHASE AGREEMENT between THE MILLS CORPORATION And SCUDDER RREEF REAL ESTATE FUND II, INC. by RREEF AMERICA L.L.C. dated as of October 7, 2003Purchase Agreement • October 7th, 2003 • Mills Corp • Real estate investment trusts • Virginia
THIS PURCHASE AGREEMENT (this "Agreement") is entered into as of October 7, 2003 between The Mills Corporation, a Delaware corporation (the "Company"), and RREEF America L.L.C., a Delaware limited liability company (the "Advisor"), on behalf of Scudder RREEF Real Estate Fund II, Inc., a Maryland corporation and a registered closed-end management investment company (the "Purchaser").
THE MILLS CORPORATION (a Delaware corporation) Common Stock, par value $.01 per share UNDERWRITING AGREEMENT December 16, 2002Underwriting Agreement • December 19th, 2002 • Mills Corp • Real estate investment trusts • New York
THE MILLS CORPORATION, a Delaware corporation (the "Company"), and the sole general partner of Mills LP, a Delaware limited partnership (the "Operating Partnership"), proposes to issue and sell to Salomon Smith Barney Inc. (the "Underwriter"), 4,000,000 shares of the Company's common stock, par value $.01 per share (the "Shares"). The shares of common stock, par value $.01 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "Common Stock."
SIXTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • August 19th, 2003 • Mills Corp • Real estate investment trusts
THIS SIXTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE ("Amendment") is entered into as of the 25th day of July 2003, by and between THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership ("Buyer') and GREAT MALL OF THE BAY AREA ASSOCIATES, L.P., a Delaware limited partnership ("Seller"), based upon the following facts, intentions and understandings:
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").
