Exhibit 10.3
Farallon Capital Partners,
L.P.
Farallon Capital Institutional
Partners, L.P.
Farallon Capital Institutional
Partners II, L.P.
Farallon Capital Institutional
Partners III, L.P.
Tinicum Partners,
L.P.
c/o Farallon Capital Management,
L.L.C.
One Maritime Plaza, Suite
1325
San Francisco, CA
94111
February 12, 2007
The Mills Corporation
5425 Wisconsin Avenue
Chevy Chase, Maryland 20815
Re: Farallon Funds —
Lock-Up Agreement
Ladies and Gentlemen:
Reference is made to that certain
Agreement and Plan of Merger, dated as of February 12, 2007
(as the same may be amended from time to time, the “
Merger Agreement ”), by and among SPG-FCM Ventures,
L.L.C., a Delaware limited liability company formed by the
undersigned and Simon Property Group, L.P. (“ Parent
”), SPG-FCM Acquisition, Inc., a Delaware corporation and
wholly owned subsidiary of Parent (“ Purchaser Sub
”), SPG-FCM Acquisition, L.P., a Delaware limited partnership
and wholly owned subsidiary of Purchaser Sub, The Mills
Corporation, a Delaware corporation (“ Mills ”),
and The Mills Operating Partnership LP, a Delaware limited
partnership and Mills’ operating partnership (“
Mills LP ”), which provides for, among other things,
(i) the offer by Parent (the “ Tender Offer
”) to purchase all of the Company Common Shares at the Offer
Price and (ii) the subsequent merger of Purchaser Sub with and
into Mills and Purchaser LP with and into Mills LP. Capitalized
terms used herein but not otherwise defined shall have the same
meaning ascribed to such terms in the Merger Agreement.
In order to induce Mills and Mills
LP to enter into the Merger Agreement, each of the undersigned has
agreed to enter into this letter agreement.
For good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, each
of the undersigned hereby severally and not jointly irrevocably
agrees that, without the prior written consent of Mills, which
shall not be unreasonably withheld, such undersigned shall not
offer for sale, sell, transfer, contract to sell, pledge or
otherwise dispose of (or enter into any transaction or device that
is designed to, or could be expected to, result in the disposition
by any person at any time in the future of) any
