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EXHIBIT 10.1    
  


 
 

THIRD AMENDMENT TO
  LIMITED PARTNERSHIP AGREEMENT
  OF
  THE MILLS LIMITED PARTNERSHIP    
  


        THIS THIRD AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP (this "Amendment"), dated as of October 9, 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. 


        WHEREAS,
Section 4.2(A) of the Limited Partnership Agreement of the Partnership (as heretofore amended, the "Partnership Agreement") authorizes the General Partner to cause the
Partnership to issue additional Partnership Units (as defined in the Partnership Agreement) in one or more classes or series, with such designations, preferences and relative, participating, optional
or other special rights, powers and duties, all as determined by the General Partner in its sole and absolute discretion; 


        WHEREAS, Section 4.2(A) of the Limited Partnership Agreement provides that no additional Partnership Units may be issued to the General Partner unless they
are issued in connection with an issuance of capital stock of the General Partner having economic rights that are substantially similar to the economic rights of such Partnership Units and the General
Partner contributes the proceeds of such capital stock to the Partnership;


        WHEREAS,
the General Partner has entered into an Underwriting Agreement, dated as of October 2, 2002, pursuant to which the General Partner has agreed to issue shares of a newly
created series of capital stock, designated 9% Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Stock"); 


        WHEREAS, pursuant to the authority granted to the General Partner pursuant to Section 11.1(A) of the Partnership Agreement, the General Partner desires to
amend the Partnership Agreement (i) to establish a new class of Preferred Units, to be entitled Series B Cumulative Redeemable Preferred Partnership Units (the "Series B Preferred
Partnership Units"), and to set forth the designations, rights, powers, preferences and duties of such Series B Preferred Partnership Units, which are
substantially similar to those of the Series B Preferred Stock, and (ii) to make certain other changes to the Partnership Agreement.


        NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby
amends the Partnership Agreement, as follows: 


        1.    Amendments to Section 4.2.    Section 4.2 of the Partnership
Agreement is hereby amended by adding after Section 4.2(E) the following section: 



        F.    Series B Preferred Partnership Units.    Under the authority granted to it
by Section 4.2(A) hereof, the General Partner hereby establishes an additional class of Preferred Units entitled "Series B Cumulative Redeemable Preferred Partnership Units" (the
"Series B Preferred Partnership Units"). Series B Preferred Partnership Units shall have the designations, preferences, rights, powers and duties as set forth in
Exhibit 6 hereto. 




        2.    Exhibits to Partnership Agreement.    



        (A)  The
General Partner shall maintain the information set forth in Exhibit 1 to the Partnership Agreement, as such information shall
change from time to time, in such form as the General Partner deems appropriate for the conduct of the Partnership's affairs, and Exhibit 1 shall be deemed amended
from time to time to reflect the information so maintained by the General Partner, whether or not a formal amendment to the Partnership Agreement has been executed amending such
Exhibit 1. In addition to the designation of Series B Preferred Partnership Units pursuant to this Third Amendment, such information shall reflect (and
Exhibit 1 shall be deemed amended from time to time to reflect) the issuance of any additional Partnership Units to the General Partner or any other Person, the
transfer of Partnership Units and the redemption of any Partnership Units, all as contemplated herein. 







        (B)  The
Partnership Agreement is hereby amended by attaching thereto as Exhibit 6 the Exhibit 6
attached hereto. 




        3.    Certain Capitalized Terms.    All capitalized terms used in this Third Amendment
and not otherwise defined shall have the meanings assigned in the Partnership Agreement. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and
effect, which terms and conditions the General Partner hereby ratifies and affirms. 



        4.    Severability.    If any term or other provision of this Third Amendment is held by
a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms and provisions of this Third Amendment shall remain in full force and effect and
shall in no way be effectively impaired or invalidated. 


        5.    Full Force and Effect.    Except as expressly amended hereby, the Partnership
Agreement shall remain in full force and effect. 


[SIGNATURES
APPEAR ON FOLLOWING PAGE] 






        IN
WITNESS WHEREOF, the undersigned has executed this Third Amendment as of the date first set forth above. 



	 	 	THE MILLS CORPORATION,

as General Partner of

The Mills Limited Partnership

and on behalf of existing Limited Partners
	

 	
 	

By:	

/s/  KENNETH R. PARENT      
 Name: Kenneth R. Parent

Title: Chief Operating Officer











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EXHIBIT 10.1


THIRD AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP