QuickLinks
 -- Click here to rapidly navigate through this document

EXHIBIT 10.2  


 
 

AMENDMENT TO PURCHASE AND SALE AGREEMENT    
  


        THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of the 31st day of
January 2003, by and among (i) THE CADILLAC FAIRVIEW CORPORATION LIMITED, an Ontario corporation ("CFCL"); (ii) CADILLAC FAIRVIEW
U.S., INC., a Delaware corporation ("CFUS"); (iii) CF BROWARD MALL, INC., a Florida corporation; CF DOVER MALL L.P., a Delaware
limited partnership; CF ESPLANADE L.P., a Delaware limited partnership; CF NORTHPARK L.P., a Delaware limited partnership; CF GALLERIA AT WHITE PLAINS L.P., a Delaware limited partnership and
CFN, INC., a Delaware corporation (collectively, the "Current CF Property Owners"); (iv) CF COBB ASSOCIATES, a New York general
partnership; and CF GWINNETT ASSOCIATES, a New York general partnership (collectively, the "Current Interest Owners"); (v) CADILLAC FAIRVIEW
SHOPPING CENTER PROPERTIES (MISSISSIPPI) INC., a Delaware corporation; CADILLAC FAIRVIEW SHOPPING CENTER PROPERTIES (LOUISIANA) INC., a Delaware corporation; CADILLAC FAIRVIEW SHOPPING
CENTER PROPERTIES (NEW YORK) INC., a New York corporation; CADILLAC FAIRVIEW SHOPPING CENTER PROPERTIES (GEORGIA) INC., a Delaware corporation (collectively, together with CFUS, CFCL,
the Current CF Property Owners and the Current Interest Owners, the "Selling Parties", and each, a "Selling
Party"); and (vi) THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership (the "Purchaser"). 


W I T N E S S E T H:


        WHEREAS,
the parties hereto have entered into a Purchase and Sale Agreement, dated as of December 6, 2002 (such agreement as amended, the
"Agreement"); terms used but not defined herein shall have the meanings ascribed to them in the Agreement. 



        WHEREAS,
certain of the terms of the Agreement were amended by a Letter Agreement, dated December 10, 2002, between CFCL, for itself and the other Selling Parties, and the
Purchaser. 


        WHEREAS,
the Purchaser and CFCL (acting on behalf of the Selling Parties) desire to further amend the terms of the Agreement in the manner set forth below. 


        NOW,
THEREFORE, in consideration of the agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows: 


	1.
	Schedule 2.1(a) to the Purchase Agreement is hereby deleted in its entirety and replaced with the  Schedule 2.1(a) attached hereto.



	2.
	For
purposes of the Principal Closing only, if said closing occurs on January 31, 2003, Section 5.1 of the Agreement is
hereby deemed modified to define the "Adjustment Point" for each Threshhold Property to be 11:59 p.m. E.S.T. on January 31, 2003.



	3.
	Section 6.4(b) of the Agreement is hereby amended to define the "Cure Cutoff
Date" to be the date that is seven (7) months after the Principal Closing Date.



	4.
	The
first sentence of Section 5.4(a) of the Agreement is hereby deleted in its entirety and replaced with the following: "For a
period of 18 months following the Principal Closing the Purchaser shall bill all delinquencies existing at Closing monthly and shall bill and use commercially reasonable efforts to collect all
unpaid Tax and Operating Expense Reimbursements, Percentage Rents and other rents which are payable with respect to the Applicable Closing Fiscal Period and any prior period, but the Purchaser shall
not be required to commence litigation, commence an adversary proceeding in a bankruptcy case or terminate Leases in connection with such collection efforts." 





 
	5.
	Section 5.7 of the Agreement is hereby amended by deleting each reference to "CFCL" contained therein and inserting the following
in its place: "CFUS or its successor in interest (or any designee thereof)".



	6.
	CFCL
agrees that prior to or in connection with the Principal Closing, it will cause a deed to be filed in the real estate records of Jefferson Parish, Louisiana, confirming of record
the transfer by CF Kenner Associates Limited Partnership to CF Esplanade L.P. of the land described on Exhibit A hereto, and that as part of the
Principal Closing it will cause CF Esplanade L.P. to convey that land to the Purchaser or its qualified designee.



	7.
	The
Purchaser agrees that at the Principal Closing, in exchange for a $25,000 credit against the Consideration, each of C.F. Broward Mall, Inc.
("Broward") and the Purchaser will execute and deliver two (2) counterparts of an Assignment and Assumption Agreement in the form attached as  Exhibit B hereto pursuant to which Broward will assign to the Purchaser its rights, and the Purchaser will assume Broward's obligations, under
the Stipulation for Settlement being entered into among Broward, Access Now, Inc. and Edward Resnick concurrently herewith (a copy of which is attached hereto as  Exhibit C). In addition, CFCL
confirms that it will pay or cause to be paid Broward's and the plaintiff's legal fees in connection with the
negotiation of that settlement and the underlying dispute.



	8.
	CFCL
and the Purchaser agree to supplement the delivery requirements of Section 6.2 and  Section 6.3 of the Agreement to include at the Principal
Closing delivery by each of Broward and the Purchaser (or its qualified designee as
transferee of the Property known as Broward Mall) of two (2) counterparts of an Assignment in the form attached hereto as Exhibit D,
conveying Broward's interest the registered mark "BROWARD MALL". For certainty, the parties acknowledge and agree that the above-referenced assignment is being made strictly on an "as is and where is"
basis and without any representation or warranty.



	9.
	CFCL
agrees to deliver the Ground Lease Assignment (for Dover Mall) in recordable form, and that the assignment will be recorded concurrently with or after the Principal Closing, at
the Purchaser's sole option.



	10.
	The
parties agree that the legal descriptions for the Threshhold Properties attached to the Agreement as part of Exhibit A-1  are hereby deleted in their entirety and replaced with the legal
descriptions attached to this Amendment as Exhibit E.



	11.
	CFCL
and Purchaser acknowledge and agree that pursuant to Section 4.7 of the Agreement if the Purchaser assumes the Broward loan
pursuant to an assignment and assumption agreement in the form attached hereto as Exhibit F the Purchaser will not be required to enter into the
indemnity agreement referred to in Section 4.7 and set forth as Exhibit N to the
Agreement.



	12.
	CFCL
and the Purchaser hereby confirm that through the Principal Closing the aggregate cost and impairment to value, determined as provided in  Section 7.1(b) of the Agreement, resulting from
Qualifications to CFCL's representations and warranties and not credited or paid to the Purchaser
as contemplated in Section 7.1(b) shall be deemed for all purposes to have been $200,000, and accordingly each confirms that the Threshold Amount
has been reduced to $2,300,000. The parties also confirm that the foregoing adjustment was made in satisfaction and release of any and all claims or objections
the Purchaser might have been entitled to make in respect of Qualifications arising in connection with items identified in any update or supplement to CFCL's representations and warranties or any
estoppel certificates obtained by CFCL and delivered to the Purchaser in connection with the Principal Closing as contemplated in Section 7.1 of
the Agreement.



	13.
	CFCL
agrees to direct its counsel, Sullivan & Cromwell LLP, to use its best efforts to provide the Purchaser with the following items (in each case in a form acceptable to the
Purchaser acting reasonably) by February 7, 2003: (a) a letter explaining why CFCL believes that Dillard's 


2





 

reservations
of rights in respect of kiosks and merchandising carts at Northpark and Esplanade are without merit, (b) a letter explaining why CFCL believes JCPenney's allegations concerning
the developer's obligation to arrange for signage at Dover Mall are without merit and (c) in each of the foregoing instances a letter from the CFCL affiliate that owned the relevant mall
rebutting the anchor's reservations/claims. 



	14.
	The
parties acknowledge and confirm that, except as expressly set forth above, the terms and conditions of the Agreement have not been modified and continue in full force and effect.



	15.
	TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE, AND AS PERMITTED BY SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, THE PARTIES HERETO AGREE THAT
THIS AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



	16.
	The
recitals to this Amendment are hereby incorporated by reference into the body of this Amendment and made a part hereof.



	17.
	This
Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. The
submission of a signature page transmitted by facsimile (or similar electronic transmission facility) shall be considered as an "original" signature page for purposes of this Amendment so long as the
original signature page is thereafter transmitted by mail or by other delivery service and the original signature page is substituted for the facsimile signature page in the original and duplicate
originals of this Amendment. 


[Remainder
of this page intentionally left blank.] 


3





 

        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. 



	 	 	THE CADILLAC FAIRVIEW CORPORATION LIMITED, an Ontario corporation, for itself and each of the other Selling Parties
	

 	
 	

By:	
 	

/s/  PETER BARBETTA      

	 	 	 	 	Name: Peter J. Barbetta
	 	 	 	 	Title: Executive Vice-President, General Counsel and Secretary
	

 	
 	

By:	
 	

/s/  ANDREA STEPHEN      

	 	 	 	 	Name: Andrea Stephen
	 	 	 	 	Title: Executive Vice-President
	

 	
 	

THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership
	

 	
 	

By:	
 	

The Mills Corporation, a Delaware corporation, its general partner
	

 	
 	

 	
 	

By:	
 	

/s/  KENNETH PARENT      

	 	 	 	 	 	 	Name: Kenneth R. Parent
	 	 	 	 	 	 	Title: Chief Operating Officer




4









QuickLinks


AMENDMENT TO PURCHASE AND SALE AGREEMENT