0001047469-03-011266 Sample Contracts

REVOLVING CREDIT AGREEMENT Dated as of May 20, 2002 among THE MILLS LIMITED PARTNERSHIP, as Borrower THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders FLEET NATIONAL BANK, as Administrative Agent and FLEET SECURITIES, INC., as Lead Arranger...
Revolving Credit Agreement • March 31st, 2003 • Mills Corp • Real estate investment trusts • New York

This REVOLVING CREDIT AGREEMENT, dated as of May 20, 2002 (as amended, supplemented or modified from time to time, the "Agreement"), is entered into among THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership (the "Borrower"), the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, and FLEET NATIONAL BANK ("Fleet"), as the administrative agent (the "Administrative Agent").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2003 • Mills Corp • Real estate investment trusts • Virginia

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of March 26, 2003 by and between THE MILLS CORPORATION, a Delaware corporation (the "Company"), and WARD W. WOODS and NEBRIS CORPORATION, a Delaware corporation that is wholly owned by Ward W. Woods (collectively, the "Holders" and individually, a "Holder").

AGREEMENT REGARDING OWNERSHIP LIMIT WAIVER
Agreement Regarding Ownership Limit Waiver • March 31st, 2003 • Mills Corp • Real estate investment trusts • Delaware

This Agreement Regarding Ownership Limit Waiver (this "Agreement") is entered into as of October 2, 2002, between The Mills Corporation, a Delaware corporation ("TMC"), and Cohen & Steers Capital Management, Inc. ("Cohen & Steers").

FOURTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP
Mills Corp • March 31st, 2003 • Real estate investment trusts

THIS FOURTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (this "Amendment"), dated as of December 17, 2002, 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.

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights and Lock-Up Agreement • March 31st, 2003 • Mills Corp • Real estate investment trusts • Delaware

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this "Amendment") is made and entered into as of January 16, 2003, effective for all purposes as of February 24, 2003, by and among The Mills Corporation, a Delaware corporation (the "Company"), and the other signatories hereto.

FIFTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP
Mills Corp • March 31st, 2003 • Real estate investment trusts

THIS FIFTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (this "Amendment"), dated as of March 26, 2003, 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.

OWNERSHIP LIMIT WAIVER AGREEMENT
Ownership Limit Waiver Agreement • March 31st, 2003 • Mills Corp • Real estate investment trusts • Delaware

THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this "Agreement"), dated as of May 14, 2002, is entered into by and among The Mills Corporation, a Delaware corporation (the "Company"), Kan Am Limited Partnership, a Delaware limited partnership ("KanAm"), and the affiliates of KanAm identified on Schedule 1 hereto, as may be amended from time to time as set forth herein (the "KanAm Affiliates"; collectively with KanAm, the "KanAm Group").

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