Exhibit 10.7


 


THIRD AMENDMENT TO REDEVELOPMENT AGREEMENT


 


THIS
THIRD AMENDMENT TO REDEVELOPMENT AGREEMENT (this “Third
Amendment”) is made as of May 23, 2005 to be effective as of March 30,
2005 (the “Third 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”.


 


WITNESSETH:


 


WHEREAS, the Authority and the Developer are
parties to that certain Redevelopment Agreement dated as of December 3,
2003, as amended by (a) that certain First Amendment to Redevelopment
Agreement dated as of October 5, 2004 between the Authority and Developer,
and (b) that certain Second Amendment to Redevelopment Agreement dated as
of March 15, 2005 between the Authority and the Developer (as amended, the
“Original Redevelopment Agreement”); and


 


WHEREAS,
the Parties wish to amend the Original Redevelopment Agreement to modify
certain terms and conditions thereof.


 


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 of
which are hereby acknowledged, the Parties intending to be legally bound, do
hereby covenant and agree with each other as follows:


 


SECTION 1.         Definitions; Effect of Amendment.


 


(a) Capitalized
terms used but not otherwise defined herein shall have the meaning given to
such terms in the Original Redevelopment Agreement.


 


(b) This
Third Amendment is an amendment to the Original Redevelopment Agreement.  Unless the context of this Third Amendment
otherwise requires, the Original Redevelopment Agreement and this Third
Amendment shall be read together and shall have effect as if the provisions of
the Original Redevelopment Agreement and this Third Amendment were contained in
one agreement.  In the event of a
conflict between the Original Redevelopment Agreement and this Third Amendment,
the Third Amendment shall control absent a manifest intent to the contrary.  After the Third Amendment Effective Date, all
references in the Original Redevelopment Agreement to the “Original
Redevelopment Agreement”, “this Agreement”, “hereto”, “hereof”, “hereunder” or
words of like import referring to the Original Redevelopment Agreement shall
mean the Original Redevelopment Agreement as amended by this Third Amendment.


 


SECTION 2.         Amendments.  The Original Redevelopment Agreement is
amended as follows:


 


(a)           Section 5.2(e)(i).  Section 5.2(e)(i) of the Original
Redevelopment Agreement is deleted in its entirety, and the following is
substituted therefor:


 


(i)            Amendments to Certain Defined
Terms.  For purposes of this
Agreement, the Ground Lease Closing Date shall be comprised of two events
namely, a Ground Lease Execution Date which the Parties


 


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acknowledge
occurred contemporaneously with the execution of the First Amendment and a
Development Rights Fee Funding Date which the Parties have agreed shall occur
on or prior to June 30, 2005, (the “Development Rights Fee Funding Date”).  The payment of the Development Rights Fee
shall be governed by the terms of Section 5.2(e)(iii) below.
The conditions precedent to the Development Rights Fee Funding Date (including
without limitation, the Material Conditions) shall be governed by the terms of
the Original Redevelopment Agreement; provided, however, that the Material
Conditions Termination Date shall be amended to June 30, 2005, so that the
Development Rights Fee Funding Date and Material Conditions Termination Date
shall be the same for all purposes hereunder. 
Notwithstanding the extension of the Development Rights Fee Funding Date
and Material Conditions Termination Date to June 30, 2005, the Developer
and the Authority shall exercise best efforts to satisfy all conditions to the
occurrence of the Development Rights Fee Funding Date including, without
limitation, the Material Conditions, to the earliest practicable date prior to June 30,
2005 so that the Development Rights Fee Funding Date shall occur prior to June 30,
2005.  The Development Rights Fee Funding
Date shall be used interchangeably with the defined terms used in the Original
Redevelopment Agreement for the “Ground Lease Closing” and/or “Ground Lease
Closing Date” (hereinafter sometimes collectively, the “Ground Lease Closing
Date”).


 


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(b)           Section 5.2(e)(iii).  The first paragraph of Section 5.2(e)(iii) of
the Original Redevelopment Agreement is deleted in its entirety, and the
following is substituted therefor:


 


(iii)          Development Rights Fee Funding Date.  On or prior to the Development Rights Fee
Funding Date, (A) the Material Conditions shall have been satisfied or
waived, (B) the Parties shall execute and deliver those documents and
agreements contemplated pursuant to the Approved Master Plan and this Agreement
on the Development Rights Fee Funding Date and (C) the Developer shall pay
to the Authority the Development Rights Fee in accordance with the terms
hereof.  If the Material Conditions shall
not have been satisfied or an Intervening Event and/or Unwind Event exists on
the Development Rights Fee Funding Date, Developer shall have the right to
either (a) exercise the Unwind Rights described in Section 5.5
hereinbelow or (b) proceed to make payment of the Development Rights Fee
on the Development Rights Fee Funding Date, subject to the Development Rights
Fee Funding Date requirements provided herein, but reserving Developer’s rights
to (y) exercise Unwind Rights at any time thereafter through the Final Unwind
Date (as defined below) or (z) postpone the dates of the subsequent Tranche
Payments as provided hereinbelow.  If the
Developer has commenced construction activity on the Project Site prior to the
Development Rights Fee Funding Date, and the Developer shall fail to pay the
Development Rights Fee on the Development Rights Fee Funding Date, or shall
have exercised the


 


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Unwind Rights
provided in Section 5 below or shall have terminated this
Agreement, the Developer shall stop construction activity on the Project Site
(other than that reasonably necessary to secure the site to avoid waste or
injury).


 


(c)           Section 8.2.  The first sentence of Section 8.2 of
the Original Redevelopment Agreement is deleted in its entirety, and the
following is substituted therefor:  “If,
after the exercise of all good faith, diligent and commercially reasonable
efforts by each Party, any of the following conditions (the “Material
Conditions”) are not satisfied on or prior to June 30, 2005 (the “Material
Conditions Termination Date”) subject to application of the provisions of Section 8.4
hereof, either of the Parties may elect no later than the Material Conditions
Termination Date to terminate this Agreement by written notice to the other, in
which event, this Agreement shall be terminated as of the date of such notice
and all obligations of the Parties hereunder shall cease and all claims that
the Parties may have shall be deemed to have been forever waived (except such
obligations as are specifically stated in this Agreement or which by their
nature are intended to survive termination and any claims arising in connection
with such obligations).”


 


(e)           Section 9.1.  Each of the Authority and Developer
acknowledge and agree that Section 9.1 of the original Redevelopment
Agreement has been performed by reason of the execution and delivery of
that certain Master Ground Lease dated as of October 5, 2004 between the
Authority, as landlord and the Developer, as Tenant and is superceded by the
effect of the First Amendment and this Third Amendment


 


SECTION 3.         Full Force and Effect.  Except as expressly modified by


 


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this First Amendment, all of the
terms and conditions of the Original Redevelopment Agreement shall continue in
full force and effect, and all Parties hereto shall be entitled to the benefits
thereof.


 


SECTION 4.         Counterparts.  This Third Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, and all of which when taken together shall constitute one and the
same agreement.


 


SECTION 5.         Governing Law.  This Third Amendment, including the validity
thereof and the rights and obligations of the parties hereunder, shall be
construed in accordance with and governed by the laws of the State of New
Jersey.


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Third 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

  
	
   

  	
   

  
	
   

  	
  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

  
										



 


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