Exhibit 10.6


 


SECOND AMENDMENT TO REDEVELOMENT AGREEMENT


 


THIS SECOND AMENDMENT TO REDEVELOPMENT
AGREEMENT (this “Second Amendment”) is made as
of March    , 2005 to be effective as of November 26,
2004 (the “Second Amendment Effective Date”) by and between the NEW JERSEY SPORTS AND EXPOSITION AUTHORITY,
a public body corporate and politic with corporate succession and having an
address at Meadowlands Sports Complex, 50 State Route 120, East Rutherford, New
Jersey 07073 (the “Authority”), and MEADOWLANDS
MILLS/MACK-CALI LIMITED PARTNERSHIP, a Delaware limited partnership,
having an address at c/o The Mills Corporation, 1300 Wilson Boulevard, Suite 400,
Arlington, Virginia 22209, and its permitted successors and assigns (the “Developer”).  The Developer and the Authority are referred
to herein individually as a “Party” and collectively as the “Parties”.


 


Background


 


A.            Pursuant to the terms of that
certain Redevelopment Agreement dated as of December 3, 2003, as amended
by that certain First Amendment to Redevelopment Agreement dated as of October 5,
2004 (as amended, the “Redevelopment Agreement”), the Parties agreed to
certain terms and conditions for the redevelopment of a portion of the
Meadowlands Sports Complex with a mixed use entertainment, retail, office and
hotel project.  Capitalized terms used
but not otherwise defined in this Second Amendment shall have the meanings
given to such terms in the Redevelopment Agreement.


 


B.            During the course of obtaining
certain Development Approvals, the Parties participated in the statutory
consultation process mandated by Section 23 and Section 5x of the
Enabling Legislation.  This consultation
process concluded with the issuance of that certain report entitled “Hearing
Officers’ Report and Recommendations in the Matter of the Hearings Held on the
Proposed Meadowlands Xanadu Redevelopment Project (April 26-30, 2004)” by
the New Jersey Department of Environmental Protection and New Jersey
Meadowlands Commission (the “Hearing Officers’ Report”).  Following the issuance of the Hearing
Officers’ Report, the New Jersey Department of Environmental Protection issued
an Order dated October 1, 2004 amending certain of the recommendations set
forth in the Hearing Officers’ Report and requiring that the Parties enter into
an amendment to the Redevelopment Agreement not later than sixty (60) days
following the issuance of the Order.


 


C.            The Parties wish to amend the
Redevelopment Agreement to modify certain terms and conditions thereof in the
manner consistent with the requirements of the Hearing Officers’ Report and
Order.


 


Agreement


 


NOW THEREFORE, in
consideration of the promises and mutual obligations of the Parties hereto and
such other good and valuable consideration, the receipt and sufficiency are
hereby acknowledged, the Parties intending to be legally bound hereby do hereby
covenant and agree with each other as follows:


 





















 


SECTION 1.         Amendments.  Section 7.2 of the Redevelopment
Agreement is amended so that the following is added as the second paragraph of
that Section:


 


“Developer and the Authority agree to
implement their respective tasks described in the findings of fact and
recommendations in the Hearing Officers’ Report and Recommendations dated August 19,
2004 which are part of the consultation process required by Sections 5:10-5x
and 5:10-23 of the Enabling Legislation, as modified by the Order dated October 1,
2004 of the Commissioner of the NJDEP. 
The persons responsible for the respective tasks are identified in Exhibit “A”
to that certain Second Amendment to Redevelopment Agreement dated as of March 15,
2005 to be effective as of November 26, 2004 by and between the Authority
and the Developer.”


 


SECTION 2.         General Provisions.


 


(a)           Governing
Law.  This Second Amendment shall be
governed by and construed in accordance with the laws of the State of New
Jersey.


 


(b)           Entire
Agreement.  This Second Amendment
constitutes the entire agreement between the parties hereto and may not be
modified except by a written instrument executed by the parties hereto.


 


(c)           Captions.  Paragraph headings are used herein solely for
reference purposes and are not to be construed as part of this Second
Amendment.


 


(d)           Counterparts.  This Second Amendment may be executed in
counterpart copies, each of which shall constitute an original but all of which
together shall constitute one and the same instrument.


 


[SIGNATURES CONTINUE ON FOLLOWING PAGE]


 


2





















 


IN WITNESS WHEREOF,
the parties hereto have executed this Second Amendment as of the date first
written above.


 


	
  NEW JERSEY SPORTS AND

  EXPOSITION AUTHORITY

  	
  MEADOWLANDS MILLS/MACK-CALI

  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meadowlands Mills Limited Partnership,

  
	
  By:

  	
        /s/
  George R. Zoffinger

  	
   

  	
   

  	
  its Managing General Partner

  
	
   

  	
  George R. Zoffinger

  	
   

  	
  By:

  	
  Meadowlands Mills, L.L.C.,

  
	
   

  	
  President 

  	
   

  	
   

  	
  its Managing General Partner

  
	
   

  	
   

  	
   

  	
  By: The Mills Limited Partnership,

  
	
   

  	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  	
  By: The Mills Corporation,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James F. Dausch

  	
   

  
	
   

  	
   

  	
   

  	
  James F. Dausch

  
	
   

  	
   

  	
   

  	
  President-Development Division

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mack-Cali Meadowlands Special L.L.C.,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  	
  By:

  	
  Mack-Cali Realty, L.P., sole member

  
	
   

  	
   

  	
   

  	
  By:

  	
  Mack-Cali Realty Corporation,

  
	
   

  	
   

  	
   

  	
  general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitchell E. Hersh

  	
   

  
	
   

  	
   

  	
   

  	
  Mitchell E.
  Hersh

  
	
   

  	
   

  	
   

  	
  Chief
  Executive Officer

  
										



 


3





















 


EXHIBIT A


 


Responsibility for Hearing Officers’ Recommendations


 


The Developer shall be responsible to respond to all of the
recommendations and requirements in Article II – Findings of Fact and
Recommendations in the Hearing Officer’s Report and Recommendations dated August 19,
2004, as modified by the Order dated October 1, 2004 issued by the
Commissioner of the NJDEP, except for the following items which shall be the
responsibility of the Authority to undertake, either wholly or partially, as
indicated:


 


Quarterly Reports.  Joint responsibility with the Developer for
quarterly progress reports to the NJDEP and NJMC.


 


Recommendation 4c.
Installation of trash racks, if necessary.


 


Recommendation 9a.  Regional Traffic Study Prepare and
submit the regional traffic analysis and a regional transportation improvement
plan to the Hearing Officers and NJ DOT.


 


Recommendation 9g.  Cooperation with the Developer in its
preparation of a final parking management plan.


 


Recommendation 9i.
Cooperation with the Developer in its work with NJ Transit and other private
carriers to provide bus service to the Project Site in addition to the bus
service in the area around the Arena Site.


 


Recommendations 9k and 9l.  Clarification that the Commissioner’s Order
dated October 1, 2004 stating that a portion of event ticket fees
collected at the Sports Complex and/or Meadowlands Xanadu are not required to
be used to fund mass transit or local roadway improvements also applies to parking
fees.


 


Recommendation 12a.  Submission of an executed copy of the PILOT
agreement to the NJMC Chief Fiscal Officer


 


Recommendation 12b.  Cooperation with the Developer in its
preparation of emergency action plans and response protocols.


 


Recommendation 12c.  The contribution to the NJMC Municipal
Assistance Program shall be made by the Authority from the Tenant PILOT Payment
made by the Developer in compliance with the Master Ground Lease between the
Authority and the Developer dated October 5, 2004.


 


Recommendation 16a.  Provision of financial assistance to the NJMC
by a one time contribution with respect to claimed prior obligations.


 





















 


Recommendation 17.  Renewal of the existing NJPDES permit for
surface water discharges and modification of the drainage area for the
Meadowlands Xanadu Redevelopment project served by Lagoon 3.


 


For purposes hereof, Developer acknowledges and agrees that cooperation
by the Authority shall not be construed to alter, diminish or otherwise modify
in any respect the discretion of the Authority under the Redevelopment
Agreement and the Project Agreements in considering any matter that is subject
to the approval of the Authority, including, without limitation, those matters
that are subject to Authority approval pursuant to Section 6.2 of
the Redevelopment Agreement.