Fourth Amendment to Agreement of Purchase and Sale between The Mills Limited Partnership and Great Mall of the Bay Area Associates, L.P.

Exhibit 10.5

FOURTH AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE

        THIS FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE ("Amendment") is entered into as of the 18th day of July 2003, by and between THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership ("Buyer') and GREAT MALL OF THE BAY AREA ASSOCIATES, L.P., a Delaware limited partnership ("Seller"), based upon the following facts, intentions and understandings:

        A. Buyer and Seller have previously entered into an Agreement of Purchase and Sale ("Purchase Agreement") dated as of May 8, 2003, as amended by a letter agreement between Buyer and Seller dated May 8, 2003, an Amendment to Agreement of Purchase and Sale dated as of June 10, 2003, a Second Amendment to Agreement of Purchase and Sale dated June 20, 2003 and a Third Amendment to Agreement of Purchase and Sale dated as of June 25, 2003 (the Purchase Agreement, as so amended, is hereinafter referred to as the "Agreement") pursuant to which Buyer has agreed to purchase and Seller has agreed to sell certain improved real property commonly known as the Great Mall of the Bay Area, all as more particularly described in the Agreement. The capitalized terms used in this Amendment shall have the meaning set forth in the Agreement, unless otherwise defined herein.

        B. Buyer and Seller wish to amend the Agreement to, among other things, extend the Due Diligence Period upon the terms and conditions hereinafter provided.

        NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:

1.

Due Diligence Period. Section 3.1 of the Agreement is hereby amended by extending the date for the expiration of the Due Diligence Period under Section 3.1 from July 18, 2003 until July 23, 2003 and the date of "June 16, 2003" in the third line of Section 3.1 of the Purchase Agreement is hereby replaced with "July 23, 2003."

2.

Effect. Except as modified herein, the Agreement remains unmodified and in full force and effect.

3.

Escrow Agent. Escrow Agent is executing this Amendment for the sole purpose of acknowledging the extension of the date for expiration of the Due Diligence Period set forth herein.

4.

Counterparts. This Amendment may be executed in two or more fully or partially executed counterparts, any one or more of which may be executed and delivered by facsimile transmission, each of which will be deemed an original binding the signer thereof against the other signing parties, but all counterparts together will constitute one and the same instrument.

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