**Exhibit 10.47**

 

**SERVICES AGREEMENT**

 

ThisServices Agreement (the “Agreement”) is made and entered into as of December 1,2004 (the “Effective Date”) by and among Kan Am Grundbesitz GmbH, a Germancompany (“Kan Am Grundbesitz”), Kan Am Services Limited Partnership, a Delawarelimited partnership (“Kan Am Services,” and collectively with Kan AmGrundbesitz, “Kan Am”), and The Mills Limited Partnership, a Delaware limitedpartnership (“TMLP”).

 

**RECITALS:**

 

WHEREAS, certain affiliates of Kan Am have invested inpartnerships (the “JV Partnerships”) with TMLP or entities owned or controlledby TMLP or its predecessors in interest (collectively, the “Mills Entities”),which JV Partnerships owned and operated, directly or indirectly, “Mills type”shopping centers and malls and related properties (such affiliates of Kan Amare collectively referred to hereinafter as the “Kan Am Entities” andindividually as a “Kan Am Entity”);

 

WHEREAS, the Kan Am Entities directly or indirectlycontributed their interests in the JV Partnerships to TMLP in exchange forunits of limited partnership in TMLP (the “TMLP Units”);

 

WHEREAS, certain of such Kan Am Entities have recentlydissolved or distributed TMLP Units to their respective limited partners, mostof whom are foreign persons within the meaning of Section 7701(a)(1) and(4) of the Internal Revenue Code of 1986, as amended (the “Code”) (the “KanAm Unitholders”);

 

WHEREAS, as of the date hereof, there areapproximately two thousand (2,000) Kan Am Unitholders and it is anticipatedthat there will be additional Kan Am Unitholders, including as a result of thedissolution of, or distribution of TMLP Units by, Kan Am Entities; and

 

WHEREAS, TMLP desires to have Kan Am, as agent,provide the services described below to the Kan Am Unitholders for the accountof TMLP on the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises andthe mutual covenants herein contained, the parties hereto agree as follows:

 

**1.****                                      Appointmentand Delegation of Authority. **

 

## TMLP hereby appoints andemploys Kan Am as TMLP’s agent to provide the Services (as defined below) for the termof this Agreement, beginning as of the Effective Date.  Kan Am accepts said appointment and agrees to providesuch Services during the term of this Agreement in accordance with the termsand conditions hereinafter set forth.

 

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**2.****                                      Servicesto be Provided by Kan Am. **

 

## Subject to satisfaction byTMLP of its obligations under Section 3, Kan Am shall provide thefollowing services during the term of this Agreement (collectively, the “Services”):

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## a.                                       Regular Cash Distributions and FederalWithholding.

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### (i)                                     Kan Am shall deliver to the Kan Am Unitholders by check, wiretransfer or other methods as may be approved by TMLP, quarterly distributions,net of amounts of federal, state and local withholding taxes withheld by TMLP,payable by TMLP to the Kan Am Unitholders on the later to occur of (A) two(2) Business Days after the Cash Payment Certificate referenced in Section 3(a) shallhave been delivered by TMLP to Kan Am and (B) delivery by TMLP to Kan Amof immediately available funds in an amount sufficient to make suchdistributions.

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### (ii)                                  Kan Am shall cooperate with and provide assistance to TMLP inconnection with TMLP’s efforts to estimate the amounts (in the aggregate andwith respect to each individual Kan Am Unitholder) required to be withheld fromeach cash distribution pursuant to Sections 1445 and/or 1446 of the Code andstate and local taxes, provided, however, that TMLP’sdetermination of the amounts to be withheld shall be final.

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### (iii)                               TMLP acknowledges that Kan Am, for its own account and solely at itsrisk, may, from time to time, aggregate distributions made in respect of theTMLP Units with other payments due and owing by the Kan Am Entities (the “KanAm Distributions”) to the Kan Am Unitholders, provided, however,that at the time of such Kan Am Distributions (A) Kan Am provides each KanAm Unitholder with a reasonably detailed written breakdown of the components ofeach aggregated payment and (B) Kan Am shall be deemed to have made arepresentation to TMLP that, when Kan Am does so, it is acting for its ownaccount and not as an agent of TMLP and that TMLP shall have no liabilitywhatsoever with respect to the Kan Am Distributions.  Kan Am shall notify the Kan Am Unitholdersthat it has and will continue to make aggregate distributions as describedabove, and shall give the Kan Am Unitholders the right to require that Kan Ammake such distributions pursuant to separate checks.

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### (iv)                              Within thirty (30) days following a written request from TMLP,  Kan Am shall provide TMLP with reasonablydetailed backup information, including, without limitation, check registers andcopies of checks, with respect to the most recent cash distributions paid by KanAm to the Kan Am Unitholders, together with such other related information asmay be requested by TMLP.  Kan Am shallmaintain and reconcile accumulated uncashed checks and the amounts of thosechecks that are attributable to TMLP’s cash distributions (if TMLP’s cashdistributions are aggregated with the Kan Am Distributions) and shall provide asummary of uncashed checks to TMLP on a quarterly basis.  If any check remains outstanding and uncashedon or after the 90th day following the date of its issuance, Kan Amwill use reasonable efforts to deliver a letter to the payee of such checkindicating that the check has not been cashed and that the check will expire onthe 180th day following its issuance, and requesting that the payeedeposit the check prior the expiration of the 180-day period.  If any check remains outstanding and uncashedafter the 180th day following the date of the applicable check, KanAm shall return

 

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### the sums in respect of such TMLP’s cash distributionsincluded in such uncashed check (less the full amount of any associated stoppayment fee actually incurred by Kan Am or one-half the amount of anyassociated stop payment fee actually incurred by Kan Am in the event such checkincludes Kan Am Distributions) to TMLP and once returned, Kan Am will not haveany further obligation to distribute such amount to the Kan Am Unitholder thatfailed to cash the check. To the extent that any check issued in payment ofdistributions is less than the associated stop payment fee, Kan Am shallconsult TMLP prior to issuing the stop payment order.  Notwithstanding the foregoing, if the payeeof any uncashed check subsequently requests payment of the distribution amountrepresented by such check and TMLP satisfies its obligations under Section 3(a),Kan Am shall perform its obligations anew under this Section 2.

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## b.                                      Schedule K-1.  Within fifteen (15) days after Kan Amreceives the federal and state Schedule K-1 referenced in Section 3(b),Kan Am shall deliver the Schedule K-1 to each Kan Am Unitholder (orsuch Kan Am Unitholder’s designated U.S. tax preparer) the Schedule K-1.

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## c.                                       Reports and Other Information.  Ifrequested by TMLP from time to time, Kan Am shall cause to be delivered to eachof the Kan Am Unitholders copies of the Annual Report to the Stockholders ofThe Mills Corporation, the general partner of TMLP (“TMC”), Annual Reports on Form 10-Kof TMC or TMLP, Quarterly Reports on Form 10-Q of TMC or TMLP, orsuch other reports or communications as may be prepared by either TMC or TMLPwithin ten (10) Business Days after the same have been delivered by TMLPto Kan Am.

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## d.                                      Other Federal Tax Filings.

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### (i)                                     In connection with any redemptions effected byKan Am Unitholders, Kan Am shall cooperate with and assist TMLP in connectionwith the preparation of IRS Forms 8288 and 8288-A.

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### (ii)                                  To the extent timely provided by TMLP, Kan Amshall forward to the Kan Am Unitholders, together with federal and state Schedule K-1’s,copies of all IRS Forms 8804, 8805 and 8813 prepared by or on behalf of TMLPwith respect to each Kan Am Unitholder.

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### (iii)                               Within thirty (30) days after the end of eachExpiration Date, Kan Am shall provide TMLP with an updated list of those TMLPUnits that are held jointly for legal purposes. In each case, such updated list shall indicate how the ownership of thejointly held TMLP Units are to be treated for tax purposes.

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## e.                                       Redemptions of TMLP Units.  Subject to Section 8(b) of thisAgreement, Kan Am shall cooperate with and provide assistance to TMLP inconnection with the redemption from time to time of TMLP Units held by the KanAm Unitholders for, at the option of TMC (in the event TMC has assumed theredemption obligation on behalf of TMLP), shares of TMC’s common stock or cashand shall, upon request of TMLP, forward to the Kan Am Unitholders suchdocuments as are reasonably necessary, appropriate or desirable in connectionwith any such redemptions.  Infurtherance of the foregoing, Kan Am shall, among other things, (i) cause

 

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## all original redemption notices and requests and othernecessary documentation to be sent to its offices in Germany (the ”Office”),(ii) cause the Office to process such redemption notices and requests, listingthe number of units held by each redeeming Kan Am Unitholder and the number ofunits being so redeemed by such unitholder, (iii) assist TMLP in verifyingthe identity of each Kan Am Unitholder requesting the redemption, (iv) assistTMLP in determining amounts required to be withheld under Sections 1445 and/or1446 of the Code with respect to each redemption, and (v) facilitatepayments, if any, by Kan Am Unitholders to TMLP in connection with anyredemption.  The original redemptionnotices, supporting documentation and materials prepared by Kan Am pursuant tothe redemptions shall be delivered by Kan Am to TMLP promptly but in no eventlater than the day on which the redemption period is set to expire (which,unless otherwise modified in writing by TMC, shall be the 30th day following the filing of a Quarterly Report on Form 10-Qor Annual Report on Form 10-K by TMC or by TMLP if TMLP files suchreports with the SEC, or if such 30 th day is not aBusiness Day, the next Business Day following the expiration of such 30-dayperiod) (the “Expiration Date”).  If theoriginal redemption notices and the supporting documentation are not receivedby TMLP by the Expiration Date, the redemptions shall not be deemed effectivefor such redemption period.

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## f.                                         Transfers of TMLP Units.

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## (i)                                     General. Kan Am shall cooperate with and provide assistance to TMLP in connectionwith any transfer of TMLP Units by Kan Am Unitholders in accordance with theterms of the TMLP Partnership Agreement.

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(ii)                                  Transfers Upon Death. At such time as Kan Am becomes aware of the death of a Kan AmUnitholder, Kan Am shall request a copy of the death certificate of thedeceased Kan Am Unitholder and shall deliver a copy of such death certificateto TMLP promptly following receipt.  KanAm shall use reasonable efforts thereafter to obtain a copy of the certificateof inheritance following the settlement of the deceased unitholder’s estate,and shall deliver a copy of such certificate to TMLP promptly followingreceipt.  Once Kan Am has reviewed theforegoing death certificate and certificate of inheritance, Kan Am shall sendto TMLP a certificate (the ”Transfer Certificate”) stating, among otherthings, that (A) to its knowledge, it has received all necessarydocumentation supporting the transfer submitted on behalf of the deceasedunitholder, (B) it has reviewed all such documentation, and (C) toits knowledge, such proposed transfer is consistent with the local law.  Each of TMLP and Kan Am understands and acknowledgesthat no transfers of TMLP Unitsthat result from the death of a Kan Am Unitholder will be recorded on TMLP’sbooks and records until TMLP has received the Transfer Certificate from KanAm.  For federal income tax purposes,TMLP shall not be obligated to treat the death as occurring any earlier than inthe year in which it was notified by Kan Am.

 

## g.                                      General Matters.  Inaddition, Kan Am shall provide the following Services:

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## (i)                                     Communicating with the Kan Am Unitholders for such purposes as TMLPmay reasonably determine including, without limitation, for obtaining theconsent of the Kan Am Unitholders as provided in the TMLP PartnershipAgreement;

 

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(ii)                                  Researching and responding to allwritten Kan Am Unitholder inquiries; and

 

(iii)                               Reconciling paid and outstandingcash payments.

 

**3.****                                      Responsibilitiesof TMLP.**

 

In order tofacilitate the provision by Kan Am of the Services, TMLP shall have thefollowing obligations under this Agreement:

 

### a.                                       Cash Distributions and Federal Withholding.  In connection with eachcash distribution to be made to the Kan Am Unitholders:

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### (i)                                     Not later than two (2) Business Days prior to the payment dateof such cash distribution, TMLP shall furnish to Kan Am a certificate (a “CashPayment Certificate”) setting forth:

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#### (A)                              the date of the declaration of such cash distribution;

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#### (B)                                the record date as of which Kan Am Unitholders are entitled topayment;

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#### (C)                                the payment date on which the cash distribution is to be paid;

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#### (D)                               the aggregate amount of the cash distribution;

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#### (E)                                 the gross amount per TMLP Unit of such cash distribution that theKan Am Unitholders are entitled to receive;

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#### (F)                                 TMLP’s estimate of the aggregate amount required to be withheld fromthe cash distributions due to the Kan Am Unitholders pursuant to Sections 1445and/or 1446 of the Code; and

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#### (G)                                the net amount (in the aggregate and per TMLP Unit) of such cashdistribution, after withholding, that the Kan Am Unitholders are entitled toreceive.

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### (ii)                                  On or prior to the payment date specified in the Cash PaymentCertificate, TMLP shall wire transfer to an account designated by Kan Am anamount of cash sufficient for Kan Am to make the net payment specified in theCash Payment Certificate to the Kan Am Unitholders of record as of theapplicable record date for such payment date. Kan Am shall not be liable for any improper payment made in accordancewith the Cash Payment Certificate.

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### (iii)                               TMLP hereby authorizes Kan Am to stop payment of checks issued byKan Am in payment of distributions, but not presented for payment, when thepayees thereof allege either that they have not received the checks or thatsuch checks have been

 

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### mislaid, lost, stolen, destroyed or, through no faultof theirs, are otherwise beyond their control and cannot be produced by themfor presentation and collection, and Kan Am shall issue and deliver duplicatechecks in replacement thereof (less the amount of any associated stop paymentfee actually incurred by Kan Am, if Kan Am determines in its reasonablejudgment that the payee should be responsible for such fee).  Any associated stop payment fee not paid bythe payee shall be borne by Kan Am and/or TMLP as determined by such parties inlight of the circumstances.  To the extentthat any check issued in payment of distributions is less than the associatedstop payment fee, Kan Am shall consult TMLP prior to issuing the stop paymentorder.

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### (iv)                              With Kan Am’s assistance, TMLP shall estimate the aggregate amountrequired to be withheld from the cash distributions due to the Kan AmUnitholders pursuant to Sections 1445 and/or 1446 of the Code, and shall remitsuch withholding amounts to the United States Treasury in accordance withapplicable law.

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### (v)                                 Within fifteen (15) days or a reasonable time after TMLP files itsannual tax returns with the United States Internal Revenue Service (“IRS”)(including any returns required to be filed with respect to withholdingamounts), TMLP shall deliver to Kan Am a certificate containing a schedule thatreconciles the aggregate amount withheld from the Kan Am Unitholders andremitted to the United States Treasury during the applicable tax year(the ”Quarterly Payments”) with the actual amounts due and owing for suchtax year as set forth in TMLP’s tax returns (the “Withholding Obligation”).   To the extent that the WithholdingObligation exceeds the Quarterly Payments, TMLP shall be solely liable formaking any additional payments to the United States Treasury as may benecessary to cause the full Withholding Obligation to be paid, provided, that,TMLP shall be entitled to recoup such amounts from the appropriate Kan AmUnitholder by withholding such additional amount from his or her futuredistributions or upon redemption.  To theextent that the Quarterly Payments exceed the Withholding Obligation, TMLPshall send such excess amounts to Kan Am and Kan Am shall cause the Kan AmUnitholders to receive their respective shares of such refunds.

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### b.                                      Schedule K-1.  Withinone hundred fifty (150) days or a reasonable time following the end of eachcalendar year, TMLP shall cause to be delivered to Kan Am with respect to eachKan Am Unitholder all data and information included as part of such Kan AmUnitholder’s Schedule K-1 with respect to such calendar year.  Such information shall be delivered inelectronic form, shall be embedded in a Microsoft Excel spreadsheet in a formatreasonably acceptable to Kan Am and shall aggregate such information withrespect to each Kan Am Unitholder Group. For the purposes of this Agreement, “Kan Am Unitholder Group” shallmean, with respect to each Kan Am Entity, the group of Kan Am Unitholders(and  their successors and assigns) thatreceived TMLP Units pursuant to one or more distributions of the TMLP Unitsowned by such Kan Am Entity.

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### c.                                       Other Information.  From time to time, TMLP shall cause to bedelivered to Kan Am such information and materials that TMLP desires to bedistributed to the Kan Am Unitholders and Kan Am shall cooperate to deliver orcause to be delivered such materials to the Kan Am Unitholders promptly afterreceipt from TMLP.  If TMLP requestspursuant to this Section or Section 2(g)(i) that Kan Am deliveradditional communications from TMLP to the

 

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### Kan Am Unitholders, TMLP shall deliver sufficientcopies of all such communications to Kan Am in accordance with instructionsprovided to TMLP by Kan Am.  TMLP shall be solelyresponsible for the contents of all financial reports delivered to Kan Am fordistribution to the Kan Am Unitholders relating to TMLP.

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### d.                                      Other Federal Tax Filings.

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### (i)                                     Within one hundred fifty (150) days or a reasonable time after theend of each calendar year, TMLP shall prepare and deliver to Kan Am allrequired IRS Forms 8804, 8805 and 8813 with respect to the Kan AmUnitholders.  TMLP shall cause the sameto be filed with the IRS, and shall cause copies of the same to be delivered toKan Am.

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### (ii)                                  In connection with any redemptions effected bythe Kan Am Unitholders, TMLP shall cause to be filed timely with the IRS allreturns and other filings required by law to be filed by TMLP pursuant to Section 1445of the Code, including without limitation IRS Form 8288 and IRS Form 8288-A.  TMLP shall cause copies of all such filingsto be delivered to Kan Am within fifteen (15) days after such filings have beenmade with the IRS.

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### e.                                       Delivery of Documents and Monies.  All documents, data and monies required to bedelivered by TMLP to Kan Am under this Agreement shall be delivered in accordancewith the instructions attached hereto as Exhibit A, provided, that,Kan Am shall have the right upon notice to TMLP to modify such instructions atany time and from time to time.

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**4.****                                      Standardsfor Performance; Agents.**

 

## a.                                       Standard of Care.  KanAm shall at all times act in good faith and agrees to use all commerciallyreasonable efforts within reasonable time limits to ensure that all servicesperformed under this Agreement are accurate and are performed in a manner thatis consistent with the standards of professional providers of similar servicesin the United States, but shall have no liability for its failure or inabilityto do so except as a result of its own or its employees’ gross negligence, badfaith, willful misconduct or similar acts or omissions of acts.  The Services may beperformed solely by Kan Am Services, solely by Kan Am Grundbesitz orcollaboratively by Kan Am Services and Kan Am Grundbesitz, and each of Kan AmServices and Kan Am Grundbesitz may delegate its rights and obligations to theother without the consent of or prior notice to TMLP, provided that Kan Amshall provide TMLP with timely notice of such delegation for purposes ofdetermining to which of the Kan Am Entities TMLP is required to providepayments and notices pursuant to this Agreement.

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## b.                                      Agents and Attorneys-In-Fact.  Kan Am may employ agents or attorneys-in-factwith the prior written authorization of TMLP to assist it in performing theServices.  Upon the request of TMLP, KanAm shall provide TMLP with evidence of the financial viability of any suchagents or attorney’s-in-fact.

 

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**5.****                                      Compensation.**

 

## a.                                       Fees.

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### (i)                                     Commencing January 1, 2004, Kan Am shall be entitled to receivefor its Services hereunder a quarterly fee (the “Fee”) in accordance with thefollowing schedule:

 
| **Quarterly Fee** | ** ** | **Number of Kan Am Unitholders**  of Record as of the first day of the calendar quarter** | ** **       |
|-------------------|------------|-------------------------------------------------------------------------------------------|------------------|
| ** **        | ** ** | ** **                                                                                | ** **       |
| $                 | 25,000     |                                                                                      | more than 2,000  |   |
|              |       |                                                                                      |             |
| $                 | 22,500     |                                                                                      | 1,800 to 2,000   |   |
|              |       |                                                                                      |             |
| $                 | 20,000     |                                                                                      | 1,600 to 1,799   |   |
|              |       |                                                                                      |             |
| $                 | 17,500     |                                                                                      | 1,400 to 1,599   |   |
|              |       |                                                                                      |             |
| $                 | 15,000     |                                                                                      | fewer than 1,400 |   |

 

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## ****For purposes of determining the amount ofthe Fee under this Section 5, joint unitholders shall be counted as asingle unitholder**

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The Fee shall bepaid within thirty (30) days after the end of each calendar quarter, exceptthat the Fee for the first, second and third quarters of 2004 shall be payablewithin forty (45) days after the date of this Agreement.

 

### (ii)                                  TMLP and Kan Am acknowledge and agree that Kan Am has providedServices during 2003 for which it has not been compensated.  In full satisfaction of a payment for suchServices rendered, TMLP shall pay to Kan Am, within forty (45) days after thedate of this Agreement, the sum of $100,000, plus out-of-pocket expensesincurred by Kan Am in connection with performing its obligations hereunder inan amount mutually agreed by TMLP and Kan Am.

 

## b.                                      Number and Identity of Kan Am Unitholders.

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### (i)                                     Kan Am has heretofore delivered to TMLP acurrent list of the names and taxpayer identification numbers (where known) ofthe Kan Am Unitholders as of the date of this Agreement.  Kan Am shall deliver to TMLP an updated listof Kan Am Unitholders within thirty (30) days after each Expiration Date.  Kan Am and TMLP shall exchange informationand documentation regarding the number and identity of Kan Am Unitholders tothe extent necessary to maintain an accurate list of such Kan AmUnitholders.  So long as each of Kan AmServices and Kan Am Grundbesitz is an acceptance agent for the IRS, it shall, tothe extent reasonably necessary, assist Kan Am Unitholders in applying fortaxpayer identification numbers.

 

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### (ii)                                  Subject to the provisions of Section 8,this Agreement shall be deemed terminated with respect to a Kan Am Unitholderfor purposes of determining the number of Kan Am Unitholders as to which theQuarterly Fee is payable, and as to which the Services are to be providedhereunder, as of the date on which (A) all of the TMLP Units held by suchKan Am Unitholder have been redeemed or transferred and (B) a UnitedStates federal tax return has been filed with respect to the year in which suchredemption or transfer occurred.

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## c.                                       Certain Expenses.  Kan Amshall be entitled to reimbursement from TMLP for the reasonable out-of-pocketcosts incurred by Kan Am in connection with the performance by Kan Am of theServices rendered hereunder, including without limitation, costs of maintainingbank accounts and retaining agents or attorneys-in-fact as permitted under Section 4(b).  Such expenses shall be reimbursed by TMLPwithin thirty (30) days of receipt by TMLP of an invoice detailing such costsincurred; provided, however, that Kan Am shall not be entitled toinvoice TMLP more than once each calendar quarter.

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## d.                                      Kan Am acknowledges and agrees that it shallnot charge the Kan Am Unitholders any fees or seek or receive any reimbursementfrom the Kan Am Unitholders for any of the Services provided or related to thisAgreement.

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**6.****                                      Statusof the Parties. **It is expresslyunderstood and agreed that Kan Am shall act as an independent contractor andagent of TMLP in the performance of this Agreement.  No provision hereof shall be deemed orconstrued to create a partnership or a joint venture between Kan Am and TMLP.

 

**7.****                                      Termand Termination of this Agreement.**

 

## a.                                       Term.  The initial term (“Initial Term”)of this Agreement shall commence with the Effective Date and, unless soonerterminated as herein provided, shall continue for a period of two (2) years,and shall automatically renew for one (1) year successive periods (each, a“Renewal Term”) following the expiration of the Initial Term and each RenewalTerm.  Either party shall have the rightto terminate this Agreement effective on the last day of the Initial Term orany Renewal Term by written notice to the other party not less than ninety (90)days prior to the expiration of the Initial Term or such Renewal Term, asapplicable.

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## b.                                      Termination by TMLP.  ThisAgreement may be terminated for cause by TMLP in the event of breach by Kan Amof its obligation under this Agreement, which breach is not cured within thirtydays after notice by TMLP.

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## c.                                       Termination by Kan Am.  ThisAgreement may be terminated for cause by Kan Am in the event:

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(i)                                     thatKan Am fails to receive payment of any amount due to Kan Am hereunder, and suchfailure continues for a period of ten (10) days after Kan Am’s writtennotice thereof to TMLP; and

 

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(ii)                                  ofbreach by TMLP of its obligation under this Agreement, which breach is notcured within thirty days after notice by Kan Am.

 

## d.                                      Survival.  No termination of thisAgreement shall affect any obligation owing by any party hereto which accruedprior to the effective date of such termination.  The provisions and terms of Sections 8, 9 and13 shall survive the expiration or termination of this Agreement.

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**8.****                                      Confidentiality.**

 

## a.                                       Covenant.  KanAm agrees that it will not, at any time during the term of this Agreement orafter its termination, reveal, divulge, or make known to any person, firm,corporation or other business organization, any customers’ lists, tradesecrets, cost figures and projections, profit figures and projections, or anyother secret or confidential information whatsoever, used or gained by Kan Amduring performance under this Agreement except(i) as may be required by law, regulation, judicial or administrativeprocess, or (ii) to the extent such information (A) shall haveotherwise become publicly available (including, without limitation, anyinformation filed with any governmental agency and available to the public)other than as the result of a disclosure by Kan Am or any of its personnel inbreach hereof, (B) becomes available to Kan Am on a nonconfidential basisfrom a source other than TMLP which Kan Am reasonably believes is notprohibited from disclosing such information to Kan Am by obligation to TMLP, (C) isknown by Kan Am prior to its receipt from TMLP without any obligation ofconfidentiality with respect thereto, or (D) is developed by Kan Amindependently of any disclosures made by TMLP to Kan Am of such information.  Kan Am further covenants andagrees to retain all such knowledge and information acquired during and afterthe term of this Agreement respecting such lists, trade secrets, or any secretor confidential information whatsoever in trust for the sole benefit of Kan Amand its successors and assigns.

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## b.                                      Limitation of Redemption of Certain Kan AmPersons.  Kan Am and TMLP acknowledge that, inconnection with the Services to be provided by Kan Am pursuant to thisAgreement, certain officers or affiliates of Kan Am as set forth on Exhibit B,who are also Kan Am Unitholders (referred to hereinafter as the “Kan Am Persons”),may acquire certain knowledge about TMLP or transactions involving TMLP thatmay not be generally known to the public. Such information may include, without limitation, knowledge of pendingredemptions by the Kan Am Unitholders. Each Kan Am Person agrees that any redemption notices submitted by suchKan Am Person with respect to a particular redemption period shall becomeeffective on the later of (i) the applicable Expiration Date or (ii) theday on which the last batch of redemption notices from the Kan Am Unitholdersare submitted to TMLP for the applicable redemption period (such date isreferred to hereinafter as the “Kan Am Person Permitted Redemption Date”), provided, however, that in the event that the Kan Am Person Permitted Redemption Datewould be after the commencement of TMC’s quarterly and annual earnings call “blackoutperiod” applicable to its officers and directors (the “Earnings Call BlackoutPeriod”), the Kan Am Person Permitted Redemption Date shall be the thirdbusiness day prior to the applicable Earnings Call Blackout Period.  Nothing in this section or thisAgreement shall be construed as a waiver or exception of the Earnings CallBlackout Period by TMC with respect to the Kan Am Persons.

 

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**9.****                                      Indemnification.**

 

## a.                                       TMLP shall indemnify and hold harmlessKan Am and its directors, trustees, officers, employees, members, managers,partners, agents or representatives (the “Kan Am Indemnitees”) from and againstany and all claims, demands, liabilities, losses, costs or expenses (includingreasonable attorneys’ fees and expenses), judgment, award, amount paid insettlement, fine, penalty and liability of any and every kind incurred by orasserted against any of the Kan Am Indemnitees, by reason of (i) thecontractual arrangement with Kan Am hereunder, (ii) the performance by KanAm of the Services, (iii) the breach by TMLP of its obligations under theterms of this Agreement, (iv) the noncompliance by TMLP with applicablelaws, and (v) the occurrence or existence of any event or circumstanceswhich resulted or is alleged in any suit, action or proceeding (whetherthreatened, initiated or completed) by reason of any of the foregoing; provided, however, that TMLP shall have no obligation to indemnifythe Kan Am Indemnitees under this Section 9(a) against such loss,cost or expense that results from, arises out of or is in any way connectedwith any negligence, bad faith, willful misconduct or similar acts, omissions,by or on the part of any of the Kan Am Indemnitees, its agents, employees orrepresentatives.

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## b.                                      Kan Am Services and Kan Am Grundbesitzjointly and severally shall indemnify and hold harmless TMLP and itsaffiliates, and their directors, trustees, officers, employees, members,managers, partners, agents or representatives (the “TMLP Indemnitees”) from andagainst any and all claims, demands, liabilities, losses, costs or expenses(including reasonable attorneys’ fees and expenses), judgment, award, amountpaid in settlement, fine, penalty and liability of any and every kind incurredby or asserted against any of the TMLP Indemnitees that results from, arisesout of or is in any way connected with any negligence, bad faith, willfulmisconduct or similar acts, omissions, by or on the part of any of the Kan AmIndemnitees, its agents, employees or representatives in providing the Servicespursuant to this Agreement.

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## c.                                       Limitation on Kan Am’s Obligations andLiability.  Anything contained herein or elsewhere to thecontrary notwithstanding, Kan Am shall have no obligation to perform itsobligations hereunder, no liability for failure to do so, and shall not be indefault hereunder (i) if TMLP fails to provide all required funds asspecified in this Agreement for such purposes, (ii) if TMLP fails totimely provide Kan Am with all documents, instruments, information and othermaterials that are reasonably required for Kan Am to perform the Serviceshereunder as specified in this Agreement, (iii) if TMLP fails to complywith applicable law, or (iv) Kan Am is prevented from performing, or isdelayed in performing, its obligations due to a material default by TMLP inperforming its obligations under this Agreement.

##  

**10.****                               Representations,Warranties and Covenants of TMLP. ** TMLP hereby represents and warrants to andcovenants with Kan Am that:

 

## a.                                       Organization, Standing and Authority.   TMLP (i) isa limited partnership formed, validly existing and in good standing under thelaws of the State of Delaware; and (ii) has the partnership power toexecute and deliver this Agreement, and has taken all necessary action toauthorize the execution and delivery of this Agreement and the transactions

 

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## contemplated hereby, and this Agreementconstitutes a valid and binding obligation of TMLP, enforceable against TMLP inaccordance with its terms.

##  

## b.                                      Authority.  The execution, delivery andperformance of this Agreement does not (i) violate any provision of TMLP’sPartnership Agreement, (ii) violate any provision of, or result in theacceleration of any obligation under, any material mortgage, deed of trust,note, lien, lease, franchise, license, permit, contract, agreement, instrument,order, arbitration award, judgment, injunction or decree, or result in thetermination of any material license, franchise, lease or permit to which TMLPis a party or by which it is bound other than such violation, acceleration ortermination which will not have a material adverse effect on the financialcondition and results of operations of TMLP and its subsidiaries taken as awhole; or (iii) except as may be required under applicable securitieslaws, require any filing with, notice to or permits, consent or approval of anyU.S. governmental or regulatory body.

##  

**11.****                               Representations,Warranties and Covenants of Kan Am. **Eachof Kan Am Services and Kan Am Grundbesitz hereby represents and warrants to andcovenants with TMLP that:

 

## a.                                       Organization, Standing and Authority.  Eachof Kan Am Services and Kan Am Grundbesitz (i) is an entity organized or formed, validly existing and in goodstanding under the laws of the jurisdiction pursuant to which it was organizedor formed, (ii) has the power to execute and deliver this Agreement, andhas taken all necessary action to authorize the execution and delivery of thisAgreement and the transactions contemplated hereby, and this Agreementconstitutes a valid and binding agreement of each of Kan Am Services and Kan Am Grundbesitz,enforceable against Kan Am Services and Kan AmGrundbesitz in accordance with itsterms.

##  

## b.                                      Authority.  The execution, delivery andperformance of this Agreement does not (i) violate any provision of theorganizational documents of Kan Am Services or Kan Am Grundbesitz, (ii) violateany provision of, or result in the acceleration of any obligation under, anymaterial mortgage, deed of trust, note, lien, lease, franchise, license,permit, contract, agreement, instrument, order, arbitration award, judgment,injunction or decree, or result in the termination of any material license,franchise, lease or permit to which Kan Am Services or Kan Am Grundbesitz is aparty or by which any of them is bound other than such violation, accelerationor termination which will not have a material adverse effect on the financialcondition and results of operations of either Kan Am Services or Kan AmGrundbesitz, as the case may be; or (iii) except as may be required underapplicable securities laws, require any filing with, notice to or permits,consent or approval of any U.S. or German governmental or regulatory body.

 

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**12.****                               ConditionsBeyond Control of Parties.** Neither party shall be held liable for failure to comply with any of theterms of this Agreement when such failure has been caused solely by fire, labordispute, strike, war, insurrection, government restrictions, force majeure, oract of God beyond the control and without fault on the part of the partyinvolved, provided such party uses due diligence to remedy such failure tocomply.

 

**13.****                               GoverningLaw. **This Agreement shall begoverned by and construed in accordance with the laws of the State of Delaware,without regard to principles of conflicts of laws.  Each of the parties hereto agrees to submitto the exclusive jurisdiction of the courts of the State of Delaware with respectto any dispute arising hereunder.

 

**14.****                               Notices.**  Notices, statements and other communicationsto be given under the terms of this Agreement shall be in writing and deliveredby facsimile (confirmed by transmission receipt), by hand, including overnightdelivery services, or sent by certified or registered mail, postage prepaid,return receipt requested:

 
| To Kan Am Grundbesitz: |   | Kan Am Grundbesitz GmbH  Widenmayerstrasse 6  80538 Munich  GermanyAttention: Karlheinz Fichtel  Facsimile: 011-49-89-21010118.  Email: KHF@kanam.de |
|------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |   |                                                                                                                                                 |
| To Kan Am  Services:   |   | Kan Am Services  Limited Partnership  The Forum - Suite 825  3290 Northside Parkway  Atlanta, Georgia 30327                                     |
|                   |   | Attention:                                                                                                                                           | T. Kent Hammond |
|                   |   |                                                                                                                                                 | Vice President |
|                   |   | Facsimile:                                                                                                                                           | 404-239-0624 |
|                   |   | Email:                                                                                                                                               | tkhammond@kanamusa.com |
|                   |   |                                                                                                                                                 |   |
| To TMLP:               |   | The Mills  Corporation  1300 Wilson Boulevard  Suite 400  Arlington, Virginia 22209                                                             |
|                   |   | Attention:                                                                                                                                           | Thomas E. Frost, Esq. |
|                   |   |                                                                                                                                                 | Executive Vice  President and Secretary |
|                   |   | Facsimile:                                                                                                                                           | 703-526-5333 |
|                   |   | Email:                                                                                                                                               | tom.frost@themills.com |

 

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## or at such other address as is from time totime designated by the party receiving the notice.  Any such notice which is properly mailed, asdescribed above, shall be deemed to have been served as of three Business Daysafter said posting.

##  

**15.****                               Definitions**

 

## Whenever used in thisAgreement, the following words and phrases shall have the following meanings:

##  

## a.                                       “Business Day” shall be deemed to be each dayon which banks are open for business in Delaware.

##  

## b.                                      “Cash Payment Certificate” shall have themeaning given to it in Section 3(a)(i).

##  

## c.                                       “Certificate” shall mean any notice,instruction, or other instrument in writing, authorized or required by thisAgreement to be given to Kan Am by TMLP, which is signed by any Officer.

##  

## d.                                      “Code” shall mean the Internal Revenue Code of 1986, as amended.

##  

## e.                                       “Earnings Call Blackout Period” shall have the meaning given to it in Section 8(b).

##  

## f.                                         “Effective Date” shall have the meaning given to it in the Preamble.

##  

## g.                                      “Expiration Date” shallhave the meaning given to it in Section 2(e).

##  

## h.                                      “Initial Term” shall have the meaning given to it in Section 7(a).

##  

## i.                                          “IRS” shall mean the Internal Revenue Service.

##  

## j.                                          “JV Partnerships” shall have the meaning given to it in theRecitals.

##  

## k.                                       “Kan Am” shall have the meaning given to it in the Preambles.

##  

## l.                                          “Kan Am Distributions” shall have the meaning given to it in Section 2(a)(iii).

##  

## m.                                    “Kan Am Entity” or “Kan Am Entities” shall have the meaning given toit in the Recitals.

 

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## n.                                      “Kan Am Group” shall mean, with respect to each Kan Am Entity thathas dissolved, the group of Kan Am Unitholders (and their successors andassigns) that received TMLP Units in exchange for their interests in such KanAm Entity.

##  

## o.                                      “Kan Am Grundbesitz” shallhave the meaning given to it in the Preambles.

##  

## p.                                      “Kan Am Indemnitees” shall have the meaning given to it in Section 9(a).

##  

## q.                                      “Kan Am Persons” shall have the meaning given to it in Section 8(b).

##  

## r.                                         “Kan Am Persons Permitted Redemption Date” shall have the meaning given to it in Section 8(b).

##  

## s.                                       “Kan Am Services” shall have the meaning given to it in thePreambles.

##  

## t.                                         “Kan Am Unitholders” shallhave the meaning given to it in the Recitals.

##  

## u.                                      “Mills Entities” shall have the meaning given to it in the Recitals.

##  

## v.                                      “Office” shall have the meaning given to it in Section 2(e).

##  

## w.                                    “Officer” shall mean any of the following officers of TMC:  the Chief Executive Officer, President, anyVice President, the Secretary, the Chief Financial Officer, the ChiefAccounting Officer, any Assistant Treasurer, and any Assistant Secretary dulyauthorized by the Board of Directors of TMC to execute any Certificate,instruction, notice or other instrument on behalf of TMLP and named in a Certificate.

##  

## x.                                        “Quarterly Payments” shall have the meaning given to it in Section 3(a)(iv).

##  

## y.                                      “Renewal Term” shall have the meaning given to it in Section 7(a).

##  

## z.                                        “Services” shall themeaning given to it in Section 2(a).

##  

## aa.                                 “TMC” shall mean The Mills Corporation, aDelaware corporation.

 

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## bb.                               “TMLP” shall have themeaning given to it in the Preambles.

##  

## cc.                                 “TMLP Indemnitees” shall have the meaning given to it in Section 9(b).

##  

## dd.                               “TMLP Partnership Agreement” shall mean theAgreement of Limited Partnership of TMLP, dated April 21, 1994, asamended.

##  

## ee.                                 “TMLP Units” shall mean the units of limitedpartnership of TMLP.

##  

## ff.                                     “Transfer Certificate” shall have the meaninggiven to it in Section 2(f)(ii).

##  

## gg.                               “Withholding Obligation” shall have the meaning given to it in Section 3(a)(iv).

##  

**16.****                               Miscellaneous.**

 

## a.                                       Counterparts.  This Agreement has been executed in a numberof identical counterparts, and each such counterpart shall be deemed to be anoriginal instrument, but in making proof of this Agreement, it shall not benecessary to produce or account for more than one such counterpart.

##  

## b.                                      Execution by Facsimile.  The execution and delivery of this Agreementby facsimile signature shall be sufficient for all purposes and shall bebinding upon any party who so executes.

##  

## c.                                       Successors and Assigns.  This Agreement shall extend to and shall bebinding upon the parties hereto and their respective successors andassigns.  This Agreement shall not beassignable by either party without the prior written consent of the otherparty, provided, that, either Kan Am Services and/or Kan Am Grundbesitz shallhave the right to assign its rights and/or obligations hereunder to any entitycontrolled by, in control of, or under common control with, Kan Am Services orKan Am Grundbesitz, as the case may be.

##  

## d.                                      Collection of Funds.  Kan Am shall not be responsible for anymoney, whether or not represented by any check, draft or other instrument forthe payment of money, received by it on behalf of TMLP until Kan Am actuallyreceives and collects such funds.

##  

## e.                                       Invalid Provisions.  Theinvalidity or unenforceability of any particular provision of this Agreementshall not affect the other provisions hereof, and this Agreement shall beconstrued in all respects as if such invalid or unenforceable provision wereomitted.

##  

## f.                                         Headings.  The captions contained in thisAgreement are inserted solely for convenience of reference and shall not affectthe meaning or interpretation of this Agreement.

 

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## g.                                      Entire Agreement and Amendment.  ThisAgreement sets forth the entire Agreement between the parties hereto andsupersedes all prior written and oral understandings.  Any change, amendment or modification of thisAgreement must be in writing and signed by all the parties hereto.

##  

[signature pages follow]

 

17

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IN WITNESSWHEREOF, TMLP and Kan Am have caused this Agreement to be executed by theirduly authorized officers and their corporate seals to be hereunto affixed as ofthe date first above written.

 

 
|       | **THE  MILLS LIMITED PARTNERSHIP**                           |
|------------|--------------------------------------------------------------|
|       | By: The Mills  Corporation, its general partner              |
|       |                                                         |
|       | By:                                                          | /s/ MJ Morrow |
|       | Name: Mary Jane Morrow                                       |
|       | Title: Executive Vice President and Chief Financial  Officer |
|       |                                                         |
|       |                                                         |
| ** ** | **KAN AM GRUNDBESITZ GmbH**                                  |
|       |                                                         |
|       |                                                         |
|       | By:                                                          | /s/ Karlheinz Fichtl |
|       | Name: Karlheinz Fichtl                                       |
|       | Title: Geschaetsfuehrer                                      |
|       |                                                         |
| ** ** | **KAN AM  SERVICES LIMITED PARTNERSHIP**                     |
|       |                                                         |
|       |                                                         |
|       | By:                                                          | /s/ T. Kent  Hammond |
|       | Name: T. Kent Hammond                                        |
|       | Title: Vice President                                        |

 

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Solely withrespect to the obligations set forth in Section 8(b):

 
|   | /s/ Dietrich Von  Boetticher |
|--------|------------------------------|
|   | Dietrich von Boetticher      |
|   |                         |
|   |                         |
|   | /s/ Franz von  Perfal        |
|   | Franz von Perfall            |
|   |                         |
|   |                         |
|   | /s/ James  Braithwaite       |
|   | James C.  Braithwaite        |

 

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##### **EXHIBIT A**

#####  

##### **DELIVERY INSTRUCTIONS**

#####  

Thefollowing items required to be delivered by TMLP in accordance with theAgreement shall be delivered as directed below:

 

##### 1.               Schedule K-1data and information:

#####  

Kan Am Services

The Forum – Suite 825

3290 Northside Parkway

Atlanta, GA  30327

Attention:  T. Kent Hammond

Facsimile:     404-239-0624

Email:                 tkhammond@kanamusa.com

 

2.               Distributionsand other payments:

 

Wire instructions for Hypo Bank New York:

 

Deutsche Bank, Munich

SWIFT code DEUTDEMM

Account #  2413979

For the account of Kan Am Grundbesitz GmbH

 

3.               PeriodicFinancial Reports:

 

Kan Am Grundbesitz GmbH

Widenmayerstrasse 6

80538 Munich

Germany

Attention:  KarlheinzFichtel

Facsimile: 011-49-89-21010118

Email: KHF@kanam.de

 

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**EXHIBIT B**

 

**LIST OF KAN AM PERSONS**

 

1.                                       Dietrichvon Boetticher

 

2.                                       Franzvon Perfall

 

3.                                       JamesC. Braithwaite

 

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