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Exhibit 10.1E    
  


 
 

FIFTH AMENDMENT TO
  LIMITED PARTNERSHIP AGREEMENT
  OF
  THE MILLS LIMITED PARTNERSHIP    
  


        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. 


        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,
the Partnership has entered into a Purchase Agreement, dated as of March 26, 2003, pursuant to which the Partnership has agreed to issue and sell a newly created class of
Preferred Units (as defined in the Partnership Agreement); 


        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 8.75% Series D Cumulative Redeemable Preferred Partnership Units (the "Series D Preferred Partnership
Units"), and to set forth the designations, rights, powers, preferences and duties of such Series D Preferred Partnership Units, which are substantially similar to those of the Series D
Preferred Stock (as defined in Section 9 of Exhibit 8 attached hereto), 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.    Certain Capitalized Terms.    All capitalized terms used in this Amendment and not otherwise defined shall have
the meanings assigned in the Partnership Agreement or in Section 9 of Exhibit 8 attached hereto. 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. 



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




        H.    Series D 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 D Cumulative Redeemable Preferred Partnership Units" (the "Series D Preferred
Partnership Units"). Series D Preferred Partnership Units shall have the designations, preferences, rights, powers and duties as set forth in  Exhibit 8 attached hereto. 







 





        3.    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 D Preferred
Partnership Units pursuant to this 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 8 the  Exhibit 8 attached hereto. 




        4.    Severability.    If any term or other provision of this 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 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] 


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        IN
WITNESS WHEREOF, the undersigned has executed this Fifth 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 10.1E


FIFTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF THE MILLS LIMITED PARTNERSHIP