Exhibit 10.8


 


FOURTH AMENDMENT TO REDEVELOPMENT AGREEMENT


 


THIS
FOURTH AMENDMENT TO REDEVELOPMENT AGREEMENT (this “Fourth
Amendment”) is made as of June 30, 2005 (the “Fourth 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
(“First Amendment”), (b) that certain Second Amendment to Redevelopment
Agreement dated as of March 15, 2005 between the Authority and the
Developer, and (c) that certain Third Amendment to Redevelopment Agreement
dated as of May 23, 2005, to be effective as of March 30, 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
Fourth Amendment is an amendment to the Original Redevelopment Agreement.  Unless the context of this Fourth Amendment
otherwise requires, the Original Redevelopment Agreement and this Fourth
Amendment shall be read together and shall have effect as if the provisions of
the Original Redevelopment Agreement and this Fourth Amendment were contained
in one agreement.  In the event of a
conflict between the Original Redevelopment Agreement and this Fourth Amendment,
the Fourth 


 





















 


Amendment shall control absent a manifest
intent to the contrary.  After the Fourth
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 Fourth Amendment.


 


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


 


(a)                                  After
the words “provided however” in Section 6(a) of the First Amendment,
the language of such Section is deleted and substituted with the following
language:


 


that
a Team Indemnified Claim shall in no event include (i) any loss, cost,
damage, expense or claim arising from the failure of a Developer Indemnified
Party to comply with the Approved Master Plan or any scope of work approved by
Authority pursuant to the Project Agreements, or (ii) any loss, cost,
damage, expense or claim that would otherwise constitute a Team Indemnified
Claim arising from a Franchise Team Agreement from and after the date on which
either (y) Developer executes a binding cooperation or other written agreement
pursuant to which Developer evidences Developer’s approval (which approval
shall be in Developer’s sole discretion) of such Franchise Team Agreement and
the effect thereof on the development, use and operation of the Project Site or
(z) the sports team which is a party to a Franchise Team Agreement executes an
unconditional consent or other written agreement pursuant to which it
recognizes and agrees to operate subject to all of the rights of Developer and
other parties under this Agreement and all Project Agreements.


 


(b)                                 Section 17.7(d) shall
be deleted and replaced with the following:


 


Notwithstanding
anything herein to the contrary, the duty of the Authority hereunder to pay any
Authority Indemnified Claim shall be reduced by the amount that the Developer
recovers from any third party regarding such Authority Indemnified Claim.


 


SECTION 3.                            Material
Conditions.  This Fourth
Amendment is being executed and delivered on the Development Rights Fee Funding
Date.  The parties acknowledge and agree
that, as of the Development Rights Fee Funding Date, all Material Conditions
have not been satisfied or waived but Developer has elected to proceed to make
payment of the Development Rights Fee reserving its Unwind Rights as set forth
in Section 5.2(e)(iii) of the Original Redevelopment Agreement and
Authority has agreed to accept same. 
Developer and Authority further acknowledge and agree that,
notwithstanding the fact that all Material Conditions have not been satisfied
or waived, each forever waives


 


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its right to terminate the Original
Redevelopment Agreement, as amended hereby, based on the failure to satisfy the
Material Conditions.


 


SECTION 4.  Approval of Master Plan.  The Authority has
Approved the Master Plan; provided, however, that Developer acknowledges it
retains the obligation to address those certain items set forth in Section IV
of the memorandum attached hereto as Exhibit A in accordance with
such memorandum.


 


SECTION 5.                            Traffic
and Infrastructure Improvements.


 


(a)                                  With
respect to the provisions of Sections 3.3(d) and 8.2(b)(xi), the
parties acknowledge that the Authority has committed to pay the amount of
$3,250,000, such commitment anticipated to be satisfied through payment thereof
to the New Jersey Department of Transportation pursuant to an agreement with
such department, or other agreement of such nature (“NJDOT Agreement”).  The Authority shall not be responsible for
payment of any additional amounts towards construction of the Final Traffic and
Infrastructure Improvements or any other traffic and infrastructure
improvements; provided, however, that such limitation is not intended to
relieve the Authority of its other express financial obligations under this
Agreement.


 


(b)                                 With
the exception of the $3,250,000 to be funded by Authority, Developer shall be
responsible for paying or causing to be paid all other costs associated with
both on- and off-site Final Traffic and Infrastructure Improvements (including
the Traffic and Infrastructure Cap Amount and any amounts in excess thereof).


 


(c)                                  Pursuant
to Section III(F) of the memorandum attached as Exhibit A
hereto, Developer agrees to expend the amount of $15,250,000, in a form
mutually acceptable to the parties, to fund priority regional roadway
improvements.


 


SECTION 6.                            Public
Financing.  In recognition of
Authority’s obligations under Section 3.3(f) of the Original
Redevelopment Agreement, Authority approves the proposed Infrastructure Conduit
Bond Financing Structure Summary attached hereto as Exhibit B,
subject to the Major Contingencies therein and as such structure may change
from time to time by approval of the parties. 
Authority shall diligently cooperate with Developer to implement such
financing in accordance with the time frames that comport with the Summary, as
same may change from time to time by approval of the parties.


 


SECTION 7.                            Small
Business Marketing Plan.  Developer’s
obligations under Section 3.6(b) of the Original Redevelopment
Agreement (Small Business Marketing Plan) is deemed satisfied by Developer’s
agreement, made hereby, to contribute of Two Million Dollars ($2,000,000)
pursuant to Section II.C.12(d) 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 the New Jersey
Meadowlands Commission.


 


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SECTION 8.                            Property
Acquisition.


 


(a)                                  In
the event the Developer is unable by June 30, 2005 to reach an agreement
to acquire fee ownership of property known as a portion of Block 107.2, Lot 3
on the tax map of the Borough of East Rutherford owned by Ten Fifty Limited
Partnership, as more specifically identified on the attached Exhibit C
(the “Disney Sliver”) and associated temporary construction and permanent
slope, drainage and right-of-way easements as set forth on Exhibit D
and Exhibit E attached hereto (the “Sliver Easements”), then the
Authority will, upon notice by Developer and deposit by Developer of funds
required to initiate same as described below, promptly commence eminent domain
proceedings to acquire such fee and easement interests and diligently pursue
such proceedings to completion.  Upon the
entry of an order for final judgment, which is not subject to any appeal, (i) the
Disney Sliver shall become Additional Property, as such term is defined in the
Declaration of Covenants and Restrictions (Arena/Meadowlands/Xanadu Site)
among, inter alia, Developer and Authority, of even date herewith, and (ii) the
Sliver Easements shall be conveyed by Authority to Developer.


 


(b)                                 With
respect to any condemnation proceedings instituted by Authority at the request
of Developer, Developer agrees that Authority shall be entitled to appoint
outside legal counsel to act as special counsel to conduct said condemnation
proceedings.  In addition, Authority
shall have the right to hire appraisers, surveyors, relocation specialists and
such other professionals as may reasonably be required in connection with such
condemnation proceedings, the costs of which will be considered Condemnation
Costs, as defined below.  Authority shall
not incur any material Condemnation Costs (i.e., any amount in excess of
$10,000) without the prior written consent of Developer, not to be unreasonably
withheld or delayed.


 


(c)                                  Developer
shall pay all reasonable costs and fees of any kind incurred by Authority in
connection with the eminent domain proceedings for the Disney Sliver and Sliver
Easements described hereinabove (“Condemnation Costs”).  Condemnation Costs shall include, but not be
limited to:


 


(i)                                     The price paid or to be paid to
the property owner which shall be the just compensation value determined by the
condemnation process either in an agreed-upon sale, upon bona-fide negotiations
with the property owner (to be agreed upon with Developer) or as a result of
the proceedings before the condemnation commissioners or the court;


 


(ii)                                  The amount paid in compromise or
settlement of any claim for just compensation (as to which Authority agrees it
will not settle or compromise any claim without Developer’s consent, which
consent shall not be unreasonably withheld or delayed);


 


(iii)                               relocation costs, which
Developer acknowledges may be incurred pursuant to Authority’s compliance with
the Relocation Assistance Law of 1967, N.J.S.A. 52:31B-1 et seq., and the
Relocation Assistance Act of 1971, N.J.S.A. 20:4-1 et


 


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seq., and the regulations promulgated pursuant thereto;


 


(iv)                              Reasonable attorney fees for
Authority’s attorney to represent it in the bona-fide negotiations and
condemnation action;


 


(v)                                 Title insurance costs;


 


(vi)                              Liability and property insurance
premiums and costs during Authority’s ownership, if any, of the Disney Sliver
and Sliver Easements;


 


(vii)                           All reasonable out-of-pocket
costs and fees incurred in complying with N.J.S.A. 20:3-18, including, but not
limited to, professional services, attorneys fees, expert fees, inspections,
appraisals, environmental investigations, relocation specialists, court
deposits (required by N.J.S.A. 20:3-18) and court costs and fees associated
with bona-fide negotiations, commissioner’s hearings, court proceedings and
challenges to the condemnation.  To the
extent permitted by law, Authority will utilize the work product, reports and
investigations undertaken by the Developer to aid in its prosecution of the
condemnation to the extent such information facilitates the completion of the
condemnation process.


 


(d)                                 Simultaneously
with delivery of the condemnation notice, Developer shall deposit with
Authority the amount of Ten Thousand Dollars ($10,000.00) (“Condemnation
Funds”).  The Condemnation Funds
shall be held in an individual segregated account for the Disney Sliver and
shall be used to pay the Condemnation Costs incurred by Authority in the
eminent domain proceedings.  Developer
shall deposit with Authority the amount equal to three times the offering price
set in the appraisal obtained by Authority for the Disney Sliver and the Sliver
Easements (the “Acquisition Funds”), which shall be added to the
Condemnation Funds.  Within fifteen (15)
days of the receipt by Developer of a written notice from Authority that the
amount of the Condemnation Funds (excluding the Acquisition Funds) has decreased
to One Thousand Dollars ($1000.00), Developer shall replenish the Condemnation
Funds in an amount of Five Thousand Dollars ($5,000.00), or as may be
negotiated and agreed to by Authority. 
Should the Condemnation Costs incurred by Authority exceed the amount in
the Condemnation Funds, Developer shall pay the full amount of those costs
within fifteen (15) days of the receipt of written notice from Authority that
such costs are due.  Should Authority be
required to deposit funds into court or make payment to the property owner for
the acquisition of the Disney Sliver and the Sliver Easements, and there are
not sufficient funds in the Condemnation Funds account to cover those costs,
Developer shall pay the full amount of those costs to Authority within fifteen
(15) days of the receipt of written notice from Authority that such costs are
due (it being agreed that Authority shall not be required to advance any such
funds).


 


(e)                                  Developer
covenants and agrees, at its sole expense, to pay and to indemnify, protect,
defend and hold the Authority harmless from and against all liability, losses,
damages, demands, costs, claims, actions, or expenses (including reasonable
attorneys’ fees, disbursements, and court costs) of every kind, character and
nature arising out of or resulting from Authority’s acts or omissions in
connection with the


 


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above-described
eminent domain proceedings for the Disney Sliver and the Sliver Easements,
including, but not limited to, any liability, losses, damages, demands, costs,
claims, actions, or expenses (including reasonable attorneys’ fees,
disbursements, and court costs) arising out of or resulting from the
Environmental Condition of the Disney Sliver and the Sliver Easements.  “Environmental Condition” means a condition
or conditions that relate in any way to land, air or water (including, but not
limited to, natural resource damages) and that, pursuant to Environmental Laws,
(1) requires, or will require, investigation, reporting, monitoring,
remediation or any other action or (2) would give rise to civil or
criminal penalties or fines. “Environmental Laws” means any present or future
applicable federal, state or local law, rule, regulation, order, directive,
judgment, arbitration award, settlement or agreement dealing with environmental
protection and/or human health and safety.


 


SECTION 9.                            Racetrack
ROFR.  The Authority and
Developer acknowledge and agree that the Racetrack Hotel ROFR has been
memorialized pursuant to the terms of that certain Right of First Refusal
Agreement (for a hotel at Meadowlands Racetrack) dated as of June 30th,
2005, by and between the Authority and Developer (the “Racetrack ROFR Agreement”),
in furtherance of the covenants and conditions set forth in the Racetrack ROFR
Agreement.  The Authority covenants and
agrees that in the event of a contest or challenge of the right of the Holder
under the Racetrack ROFR Agreement to build a Hotel(s) on the Racetrack Site by
reason of non-compliance with any public bidding requirements that are
determined to be applicable to the transactions contemplated by the Racetrack
ROFR Agreement, then the Authority shall defend the rights granted to the
Holder under the Racetrack ROFR Agreement, in accordance with Section 17.7(b) of
the Redevelopment Agreement, and indemnify and hold harmless the Holder from
all costs and expenses incurred in connection with such defense.  In all events, the Holder shall retain all of
the exclusive use rights afforded to the Holder pursuant to the terms of the
Project Agreements.


 


SECTION 10. Tenant
Mix.  The
parties acknowledge that Developer has provided the Authority on June 23,
2005, with an updated report of the Preliminary List of Project Tenants (the “List
of Project Tenants”) and an updated analysis of the Proposed Uses and Tenant
Mix for the project (the “Tenant Mix”), a copy of which is attached hereto as Exhibit F.  By executing this amendment, the Authority
accepts that updated report, and finds the List of Project Tenants and Tenant Mix
to be consistent with the anticipated tenant mix proposed by the Developer in
the Response to the Request for Proposals (“RFP”) issued by the Authority in June 2002,
and finds it to meet the Authority’s objectives as set forth in the RFP to
expand and improve the product mix at the Meadowlands Sports Complex in a
manner that supports, enhances and complements existing uses.  The Authority further finds and determines
that the List of Project Tenants confirms that the proposed retail uses at
Meadowlands Xanadu, both traditional retail and non-traditional retail, will be
related to, incidental to, necessary for, and complementary to both the other
Components of the Meadowlands Xanadu Project and the Meadowlands Sports Complex
as a whole, including Giants Stadium, the Meadowlands Racetrack, and
Continental Airlines Arena.  The parties
further recognize and agree that Developer will of necessity have to make
further modifications of the List of Project Tenants and Tenant


 


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Mix as the project moves forward. 
The Developer shall further update the List of Project Tenants on a
quarterly basis as leases are signed with additional tenants.  The List of Project Tenants shall define the
type and character of the Entertainment/Retail Component until such time as the
Developer submits a Final List of Project Tenants, which shall be acceptable to
NJSEA unless it constitutes a material change from the List of Project
Tenants.  Material changes to the List of
Project Tenants shall require the approval of the Authority, pursuant to the
provisions of Section 6.2 of the Redevelopment Agreement.


 


SECTION 11. Memorandum of ERC Dates.  Upon the occurrence of the ERC Rent
Commencement Date, as defined in the several ground leases between the
Authority and Developer-related entities for the Project Components of even
date herewith, Authority may record a memorandum of same against the leased
premises under such ground leases, identifying such date and the date of the
first ERC Lease Year, as defined in said Ground Leases, and other relevant
information necessary or desirable to provide record notice.  If required for recordation, Developer shall
cause the tenants under such ground leases to execute such memorandum.


 


SECTION 12.
Full Force and Effect. 
Except as expressly modified by this Fourth 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 13.
Counterparts. 
This Fourth 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 14.
Governing Law. 
This Fourth 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.


 


 


[SIGNATURES ON FOLLOWING PAGE]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Fourth 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

  
	
   

  	
   

  	
   

  	
  President and Chief Executive Officer