0001193125-05-109069 Sample Contracts

DEPOSIT AGREEMENT
Deposit 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.”

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EIGHTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP
Limited Partnership Agreement • May 16th, 2005 • Mills Corp • Real estate investment trusts

THIS EIGHTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (this “Amendment”), dated as of May 16, 2005, 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.

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