Exhibit 10.54






Exhibit 10.54 




FIRST AMENDMENT TO
REDEVELOPMENT AGREEMENT 



        THIS
FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT (this “First
Amendment”) is made as of October 5, 2004 (the “First 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”. 



        W
I T N E S S E T H: 



        WHEREAS,
the Authority and the Developer are parties to that Redevelopment Agreement dated as of
December 3, 2003 (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 First Amendment is an           amendment to the Original Redevelopment Agreement.
Unless the context of this           First Amendment otherwise requires, the Original
Redevelopment Agreement and           this First Amendment shall be read together and
shall have effect as if the           provisions of the Original Redevelopment Agreement
and this First Amendment were           contained in one agreement. In the event of a
conflict between the Original           Redevelopment Agreement and this First Amendment,
the First Amendment shall           control absent a manifest intent to the contrary.
After the First 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 First Amendment.  




        SECTION 2.  Empire Tract;
Wetlands Mitigation Bank. The understanding of the Parties with respect to
the Empire Tract and the Wetlands Mitigation Bank is memorialized in that certain
Agreement of even date by and between the Authority and the Developer, a copy of which is
attached hereto as Exhibit “A” (the “WMB Agreement”).
From and after the date of execution of the WMB Agreement, all rights, duties and
obligations of the Developer to the Authority relating to the Empire Tract and the
Wetlands Mitigation Bank shall be governed by the terms and conditions of the WMB
Agreement. 










        SECTION 3.  Exhibit H-1;
Existing Sports Complex Agreements. 



        (a)       Exhibit
“H-1". As contemplated by Section 3.7(c) of the           Original
Redevelopment Agreement, the Parties acknowledge and agree that Exhibit           “B” attached
hereto shall be Exhibit “H-1", and it is           further acknowledged
and agreed to be the final list of documents and agreements           that shall
constitute the “Existing Sports Complex Agreements.” It is           understood
and agreed upon by the parties hereto that subject to the terms of Section 3.7(e) of
the Original Redevelopment Agreement and subject to Section 6 below, that
Developer recognizes (i) those Existing Sports           Complex Agreements identified on
Exhibit “H-1” as Items 1-8           (Giants, Jets, Devils, Nets and
Metrostars) (the “Franchise Team           Agreements”); (ii) those
Existing Sports Complex Agreements identified           on Exhibit “H-1” as
Items 19-21 (Interstate Developers), Items           33-35 (Continental Airlines), Items
53-54 (Pepsi) and Items 47-49 (Mrs. Fields)           (the “Vendor Agreements”),
and (iii) the remaining Existing           Sports Complex Agreements listed on Exhibit
“H-1", subject to           the following terms and conditions:  




	 	        (A)    Authority
Representation. Section 16.2 of the Original           Redevelopment Agreement
is amended to add the following additional           representations and warranties by
the Authority:  







	 	        (vii)                      Except
for the Franchise Team Agreements, Vendor Agreements and those agreements
               noted in Section 16.2(viii) below, all of the remaining Existing
Sports                Complex Agreements listed on Exhibit “H-1” expire
or terminate                by their terms (without further rights to renew or extend)
prior to December 20,                2007.  







	 	        (viii)                      Those
Items identified on Exhibit H-1 as Items 70, 71 and 73 (Aramark);
               Items 26 – 27 (Hess), Item 59 (Star Ledger) and Item 56 (The Record)
may                extend or be extended beyond December 20, 2007, but (i) do not have a
Material                Adverse Effect on the Developer or the Project, (ii) do not
result in Authority                Interference, (iii) breach the non-competition and
other restrictive covenants                provided in this Agreement and/or (iv) do not
result in a breach by the                Authority of the Project Agreements.  







	 	        (B)       Continuing
Covenant. The following shall be added to the Original           Redevelopment
Agreement as the last sentence of Section 3.7(e): “In           addition to
the foregoing, the Authority covenants and agrees to add the           following language
to any amendment, modification, extension, or renewal of any           Existing Sports
Complex Agreements and/or New Sports Complex Agreements entered           into from and
after the date hereof except those New Sports Complex Agreements           relating to
naming rights to the Arena or existing advertising inventory at the           Sports
Complex: “Notwithstanding anything to the contrary set forth in this           [name
of contract, license, agreement etc.] the rights granted to the           [contracting
party] shall not extend to any portion of the Meadowlands Sports           Complex
located east of New Jersey Route 120 [other than as expressly permitted           under
the Original Redevelopment Agreement with respect to the interior space of           the
Arena].” 








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	 	        (C)       Indemnification.
Section 17.7 shall apply to the provisions of           this Section 3.  







	 	        (D)       Recognition
and Priority. Subject to the foregoing and in reliance on Section 6 of this
First Amendment with respect to the Franchise Team           Agreements, Developer
reaffirms that Developer recognizes the Existing Sports           Complex Agreements and
acknowledges that, subject to the terms and conditions of           the Original
Redevelopment Agreement as amended hereby, the rights granted to           Developer and
the obligations assumed by Developer are in all respects           subordinate to the
rights and obligations of parties to the Existing Sports           Complex Agreements.   








        SECTION 4.  Development
Rights Fee.  Section 5.2 is hereby amended as follows: 



	 	        (a)       Section
5.2(a)(i) of the Original Redevelopment Agreement is amended so           that the
phrase “on the Ground Lease Closing Date” is deleted and the           phrase:
“Development Rights Fee Funding Date (as hereinafter defined)”          is
substituted therefor.  







	 	        (b)       Section
5.2 of the Original Redevelopment Agreement is hereby amended to           add a new
Section 5.2 (e) which will supercede the Parties’          understanding with
respect to the timing for the payment of the Development           Rights Fee as well as
the conditions for execution and delivery of the Ground           Lease. New Section
5.2(e) shall be inserted immediately following the end           of Section 5.2(d)
of the Original Redevelopment Agreement as follows:  







	 	        Section
5.2(e). Certain Modifications; Development Rights Fee Funding Date.  







	 	        (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 shall occur contemporaneously with the execution of
               this First Amendment and a Development Rights Fee Funding Date which the
Parties                have agreed shall occur on December 20, 2004, subject to
adjustment as provided                below (the “Development Rights Fee Funding
Date”). The                conditions precedent to the Ground Lease Execution
Date shall be governed by the                terms and conditions of Section 5.2
(e)(ii) below and deemed satisfied                upon execution and delivery of the
documents and agreements identified in Section 5.2(e)(ii) below. 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, as
amended hereby. At such time as the Ground                Lease Execution Date has
occurred, except as expressly modified by the terms and                conditions of this
First Amendment or those Project Agreements executed on the                Ground Lease
Execution Date, thereafter, 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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	 	        (ii)       Ground
Lease Execution Date. The additional conditions precedent to the
               Ground Lease Execution Date shall be the following (which when taken
together                with the execution of the Ground Lease shall constitute
satisfaction of the                conditions precedent to the Ground Lease Execution
Date):  







	 	        (A)                      Delivery
by Authority of the fully executed and authorized Second Addendum to
               Settlement Agreement by and between the Authority and East Rutherford (the
               “Second Addendum”); and  







	 	        (B)                 Delivery
by Authority and Developer of the fully executed and authorized WMB           Agreement.  







The Authority shall continue to hold
the Deposit Letter of Credit until the Development Rights Fee Funding Date.  



	 	        (iii)       Development
Rights Fee Funding Date. On or prior to the Development                Rights Fee
Funding Date, the Material Conditions shall have been satisfied, and                the
Parties shall execute and deliver those documents and agreements
               contemplated pursuant to the Approved Master Plan and this Agreement. If
prior                to December 20, 2004 either an Unwind Event and/or an Intervening
Event, as such                terms are defined in Exhibit “C” attached
hereto, has occurred                and/or is continuing, the Developer shall have the
right to postpone the                Development Rights Fee Funding Date until the
earlier to occur of (A) thirty                (30) days following final resolution of the
Unwind Event or Intervening Event,                as the case may, or (B) some earlier
date designated by Developer upon thirty                (30) days prior written notice,
but in no event later than the Material                Conditions Termination Date (i.e.
March 31, 2005). If the Development Rights Fee                Funding Date has not
occurred and Developer has commenced construction activity                on the Project
Site, the Developer shall stop construction activity on the                Project Site
during the period of any postponement (other than that reasonably
               necessary to secure the site to avoid waste or injury). If an Intervening
Event                and/or Unwind Event exists on the Material Conditions Termination
Date (March                31, 2005), Developer shall have the right to either (x)
exercise the Unwind                Rights described in Section 5.5 hereinbelow or
(y) proceed to the                Development Rights Fee Funding Date, subject to the
Development Rights Funding                Date requirements provided herein, but
reserving Developer’s rights to                exercise Unwind Rights at any time
thereafter through the Final Unwind Date (as                defined below) or extend the
subsequent Tranche Dates as provided hereinbelow.                The period of any
postponement of the Development Rights Fee Funding Date shall                adjust all
dates provided herein day-for-day including but not limited to the
               subsequent Tranche Payment Dates and Final Unwind Date described below.  








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	 	        On
the Development Rights Fee Funding Date, the Development Rights Fee shall be paid by
Developer in accordance with the terms of this Agreement; provided, however,
that in the event that (A) the Project Litigation as described on Exhibit “D” attached
hereto shall not have been settled or otherwise resolved to the satisfaction of the
Developer or (B) all of the Development Approvals shall not have been issued by the
applicable Governmental Body on or prior to the Development Rights Fee Funding Date, the
Developer may at the election of Developer deposit the entire Development Rights Fee into
escrow as provided hereinbelow. In the event that Developer elects to deposit the
Development Rights Fee into escrow, the Development Rights Fee shall be maintained and
disbursed as follows:  







	 	        (A)                      On
the Development Rights Fee Funding Date, Developer shall (1) deposit the full
               Development Rights Fee in immediately available funds into escrow pursuant
to a                commercially reasonable and customary escrow agreement prepared by
the Title                Company and mutually satisfactory to the Parties (the “Fee
               Escrow”), (2) authorize release from the Fee Escrow a payment to
the                Authority in an amount equal to the monies that the Authority shall
become                obligated to pay by reason of any required redemption or defeasance
of bonds,                notes or other obligations of the Authority under applicable
federal tax law as                determined by bond counsel to the Authority and
evidenced to Developer, and, in                the case of the Authority’s State
Contract Bonds, 2002 Series B-1 and B-2,                the termination of a pro-rata
portion of the Authority’s Interest Rate                Exchange Agreement with
Merrill Lynch Capital Services, Inc., resulting from the                execution and
delivery of the Component Leases currently estimated to be                approximately
Thirty Six Million Dollars ($36,000,000) based on current interest                rates
as of October 1, 2004 (the “Defeasance Payment”); and (3)
               authorize the release from the Fee Escrow a payment in the amount of
Twenty Six                Million Eight Hundred Thousand Dollars ($26,800,000)(the “WMB
               Payment”). On the Development Rights Fee Funding Date, the
Authority                shall (X) make payment to the Developer in the amount provided
in the WMB                Agreement, subject to the Developer’s concurrent
performance of its                obligations under the WMB Agreement; (Y) defease bonds
in an amount equal to the                Defeasance Payment, and (Z) return the Deposit
Letter of Credit to the                Developer. The balance remaining in the Fee Escrow
following the disbursement of                the Defeasance Payment and the WMB Payment
(the Defeasance Payment and the WMB                Payment, collectively, the “First
Tranche Payment”) shall be                disbursed subject to the terms and
conditions hereof in three (3) equal                installments (together with interest
earned thereon through the date of the                applicable Tranche Payment) which
shall each be referred to herein as a                “Tranche Payment”.  







	 	        (B)                      Ninety
(90) days after the Development Rights Fee Funding Date (as same may have
               been adjusted as provided herein) (the “Second Tranche Date”),
               Developer shall authorize release from the Fee Escrow to the Authority a
second                Tranche Payment. If an Unwind Event or Intervening Event exists on
the Second                Tranche Date, Developer shall have the right to postpone the
Second Tranche Date                until the earlier to occur of (1) final resolution of
the Unwind Event or                Intervening Event, as the case may, or (2) ninety (90)
days from the Second                Tranche Date. If Developer elects to postpone the
Second Tranche Date, the                Developer shall stop construction activity during
the period of any postponement                (other than that commercially necessary to
secure the site to avoid waste or                injury). If the Intervening Event and/or
Unwind Event has not been resolved                within said 90-day period, Developer
shall have the right to exercise the Unwind                Rights described below in Section
5.5 hereinbelow or proceed with the                release of the Second Tranche,
reserving Developer’s rights to exercise                Unwind Rights at any time
thereafter through the date of the Final Unwind Date                defined below. As
provided above, the period of any postponement of the Ground                Lease Closing
Date shall adjust all contractual dates day for day including but                not
limited to the subsequent Tranche Payment dates described below and the
               Final Unwind Date.  








5







	 	        (C)                      Ninety
(90) days after the Second Tranche Date as the same may have been                adjusted
(the “Third Tranche Date”), Developer shall
               authorize release from the Fee Escrow to the Authority a third Tranche
Payment.                If an Unwind Event and/or Intervening Event exists on the Third
Tranche Date,                Developer shall have the same rights and obligations
described above applicable                to the second Tranche Payment and Second
Tranche Date.  







	 	        (D)                      Ninety
(90) days after the Third Tranche Date as may have been adjusted                (“Final
Tranche Date”), Developer shall authorize release from                the Fee
Escrow to the Authority the final Tranche Payment, together with any
               accrued but unpaid interest in the Fee Escrow. If an Unwind Event and/or
               Intervening Event exists on the Final Tranche Date, Developer shall have
the                same rights and obligations noted above applicable to the second
Tranche Payment                and third Tranche Payment and Second Tranche Date and
Third Tranche Date.  







	 	        (E)                      Notwithstanding
anything to the contrary in this Section 5.2(e), after                the First
Amendment Effective Date, upon the occurrence of an Unwind Event,
               Developer shall have the right at any time thereafter through the Final
Unwind                Date (as defined in Section 5.5 below) to exercise the
Unwind Rights in                accordance with Section 5.5 below.  







	 	        (iv)                      Except
to the extent expressly provided in this Section 5.2(e), the times
               for performance provided in this Section 5.2(e) shall not be
subject to                extension by reason of the occurrence of those events described
in subsections                (iii), (iv) and (vi) in the definition of “Force
Majeure Events”               provided herein.  







        SECTION 5.  Unwind
Right. Article 5 is further amended to add a new Section 5.5 as follows: 



	 	        Section
5.5 Unwind Right. (a) The Authority and Developer have agreed that that Developer
shall have the right to “unwind” the transaction and terminate the Ground Lease
and the then current Project Agreements (collectively, the “Unwind Rights”)
in accordance with Section 5.2(e) within twelve (12) months from the Development
Rights Fee Funding Date (“Final Unwind Date”). Developer shall
exercise these Unwind Rights pursuant to a written notice to the Authority delivered on
or before the Final Unwind Date. In addition, the Authority and Developer agree that if
an Unwind Event occurs and/or is continuing beyond the Final Unwind Date, the Developer
shall have the rights set forth in Section 5.5(e) hereinbelow, but shall have no
right to a refund or disgorgement of the Development Rights Fee. Except as provided in Section
5.5(e), Developer shall not have the right to exercise the Unwind Rights after the
Final Unwind Date.  








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        (b)                      If
the Developer timely elects to exercise the Unwind Rights prior to the Final
               Unwind Date:  




	 	        (i)                      Authority
shall pay to Developer an amount equal to the Development Rights Fee                (“Unwind
Payment”). The Authority shall be entitled to a credit                against
the Unwind Payment in the amount of $26,800,000 to the extent paid to                the
Developer pursuant to the WMB Agreement. The Authority shall be obligated to
               make the Unwind Payment within ninety (90) days after delivery of the
notice                from Developer exercising the Unwind Rights (the “Outside
Payment                Date”). The obligation of the Authority to make the
Unwind Payment on                the Outside Payment Date may be tolled for the period
reasonably necessary to                implement (and conditioned upon the Authority’s
participation in) the                provisions of Section 5.5(e) but in no event
longer than 180 days from                the date of delivery of the notice from
Developer exercising the Unwind Rights.  







	 	        (ii)                      Once
conveyed to the Trust (as defined in the WMB Agreement), neither the
               Authority nor the Developer shall have the right to terminate or unwind
the                transaction related to the Empire Tract and the WMB Agreement. Once
conveyed to                the Trust, the Developer shall have no further rights, duties
or obligations to                the Authority relating to the Empire Tract except as
expressly stated in the WMB                Agreement.  







	 	        (iii)                      Except
for those duties and obligations expressly stated to survive the
               termination of the Redevelopment Agreement and/or the Project Agreements,
               Developer shall have no further duties or obligations to the Authority
with                respect to the Project Site and/or under the Project Agreements
unless and until                there is an agreement accepted by the parties arising out
of Section                5.5(e); provided, however, that Developer shall
have the obligation                prior to terminating the Ground Lease and the Project
Agreements then in effect                to take such commercially reasonably actions as
may be required to (1) secure                the Project Site for safety, (2) repair any
damage caused by Developer with                respect to roads within the Meadowlands
Sports Complex or the existing public                roads such that the roads are in
substantially similar condition as existed                immediately prior to
commencement of such construction activity by Developer and                (3) except to
the extent Developer elects to construct the Garages as provided                in Section
5.5(d) hereof, repair any damage caused by Developer with                respect to
surface parking areas within the Meadowlands Sports Complex such that                the
surface parking areas are in a condition to accommodate 4,000 parking spaces
               on the Project Site.  








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        (c)                      The
Authority’s obligation to make the Unwind Payment shall be secured by
               the following and Authority shall take such action as Developer may
reasonably                request to evidence or effect Authority’s obligations
under this Section                5.5(c):  




	 	        (i)                      Any
funds remaining in the Fee Escrow at the time the Developer exercises the
               Unwind Rights shall be paid to the Developer as a credit against the
Unwind                Payment obligation (interest remaining in the Fee Escrow shall be
payable to                Developer and shall not be applied as a credit against the
Authority’s                obligation to make the Unwind Payment to Developer).  







	 	        (ii)                      If
the Authority fails to make the Unwind Payment by the Outside Payment Date
               (subject to tolling as aforesaid), the Authority shall pay to Developer
interest                on the unpaid portion of the Unwind Payment at the rate of 3%
above the                “Prime Rate” as published in The Wall Street
Journal                commencing on the Outside Payment Date until the unpaid
portion of the Unwind                Payment is paid in full.  







	 	        (iii)                      The
Developer shall not be required or obligated to execute a release any
               recorded memorandum of Ground Lease or any recorded document memorializing
any                of the rights of first refusal and/or rights of first offer granted to
Developer                or any tenant under a Component Lease pursuant to the terms of
the Redevelopment                Agreement until the Unwind Payment is made. Authority’s
obligations under                the Ground Lease and then current Project Agreements
shall not be released or                terminated (notwithstanding Developer’s
release of all duties and                obligations thereunder) until the Unwind Payment
is made to Developer. Upon full                payment of the Unwind Payment, the
Authority and Developer shall, subject to Section 5.5(e), execute customary
releases of each other with respect to                the Ground Lease and the current
Project Agreements.  







	 	        (iv)                      A
contractual commitment evidenced hereby that Developer shall be repaid the
               Unwind Payment and/or Garage Payment on a priority basis from any
consideration                received by the Authority from the future development of the
Project Site or                bond proceeds arising from a future bond issuance.  







	 	        (v)                      All
revenue from the Garages (as defined below) shall be collected by Authority
               and paid to the Developer on a priority basis to repay the Unwind Payment.
For                purposes hereof, “priority basis” shall mean that all
revenue shall be                paid to Developer with a deduction from such revenue only
of the amounts owed                under the Franchise Team Agreements, reasonable market
operating expenses and a                reasonable market management fee.  







	 	        (vi)                      The
Authority shall negotiate exclusively and in good faith with the Developer
               with respect to the Proposal described in Section 5.5(e) below.  







        (d)                      In
the event that, at the time the Developer exercises the Unwind Rights, the
               structured parking facilities that are approved to be constructed on the
Project                Site (collectively, the “Garages”) are not otherwise
complete, the                Developer shall have the right to complete and place into
service all or any                architecturally functionally complete portion of the
Garages in accordance with                the then-existing Project Agreements. In
addition to and after the payment of                the Unwind Payment, provided that
Developer has completed the Garages, the                Authority shall be obligated to
reimburse Developer for the hard costs of                constructing the Garages in an
amount not to exceed Fifty Million Dollars                ($50,000,000.00) (the “Garage
Payment”). If the Developer                completes the Garages, all revenue
generated from the Garages shall first be                security for the Unwind Payment,
and be paid to Developer on a priority basis                pursuant to Section
5.5(c)(v)  above, and then shall be applied to the                Garage Payment,
also on a priority basis pursuant to Sections 5.5(c)(iv)               and (v) above.
The liability for the Garage Payment shall be payable                solely as described
in the preceding sentence.  




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        (e)                      If
the Developer elects to exercise the Unwind Rights at or prior to the Final
               Unwind Date or in the event that an Unwind Event occurs after the Final
Unwind                Date, the parties agree that it is in their mutual best interest to
work                together in a cooperative spirit in an attempt to salvage an
economically viable                project. Therefore, if Developer exercises the Unwind
Rights by written notice                to the Authority, the Parties agree within thirty
(30) days thereafter to                jointly appoint and retain an investment banking
firm of a type similar to                Goldman Sachs, Lehman Brothers or Morgan Stanley
and have such investment firm                prepare a program proposal which attempts to
comprehensively maximize in a                commercially reasonable and responsible
manner the interests of the Developer                and Authority and preserve the
economic viability of the Project Site under the                Ground Lease taking into
consideration the (i) mandate of the Authority enabling                legislation, (ii)
nature of the Unwind Event, (iii) contemplated scope and                intent of the
project to be developed under the Project Agreements, (iv) Second
               Addendum, (v) Franchise Team Agreements, and (vi) concepts and intent of
the                existing Project Agreements including but not limited to the
               “claw-back” provisions of the Original Redevelopment Agreement,
(vii)                economic parameters based on market conditions including but not
limited to                appropriate adjustment in Development Rights Fee payments, and
(vii) applicable                Legal Requirements (collectively, the “Proposal”).
Upon                presentation of the Proposal, the parties shall negotiate in good
faith such                modifications to the Project Agreements as may be reasonably
necessary to                implement the recommendations set forth in the Proposal. If
the parties are                unable to reach a mutually satisfactory agreement within
180 days after                submission of the Proposal, then in that event (i) if the
Unwind Event has                occurred prior to the Final Unwind Date, Developer shall
have the right to                exercise the Unwind Rights (recognizing that the process
outlined above shall                cause a tolling of the Final Unwind Date and the
Outside Payment Date until the                end of the 180-day period specified in Section
5.5(b)(i) hereof), or (ii)                if the Unwind Event has occurred after the
Final Unwind Date, the                Developer’s remedies shall be those provided
in the Project Agreements                together with Authority’s agreement to
cooperate in good faith to minimize                and mitigate to the extent
commercially and legally practicable the impacts on                the Developer caused
by the Unwind Event. In the event that the parties are                unable to agree on
an investment firm within said thirty (30) day period, the                parties agree
to arbitrate the selection in accordance with the provisions of                the
Redevelopment Agreement.  




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        SECTION 6.  Franchise
Team Indemnity; Authority Indemnification. (a) Indemnification by
Authority. Authority covenants and agrees to indemnify, protect, defend, and hold the
Developer Indemnified Parties (which shall also include any Component Entity which has
executed a Component Lease and Component Agreement) harmless from and against all direct
and actual (but not arising out of the negligence or misconduct of the Developer or any
Developer Indemnified Party), liability, losses, damages, demands, costs, claims, actions
or expenses (including attorneys’ fees and court costs) arising out of, directly
resulting from the Franchise Team Agreements (each, a “Team Indemnified
Claim”); provided however that a Team Indemnified Claim shall in no
event include any loss, cost, damage, expense or claim arising from the failure of any
Developer Indemnified Party to comply with the Approved Master Plan or any scope of work
approved by the Authority pursuant to the Project Agreements or (b) any claim that would
otherwise constitute a Team Indemnified Claim following the Developer or any Component
Entity (but only as to such Component) entering into a cooperation agreement or other
written arrangement pursuant to which a Sports Complex Tenant agrees to cooperate with the
development of the Project. 



        (b)       Implementation
of Authority Indemnification Obligations. In any situation           in which the
Developer Indemnified Parties are entitled to receive and desire           defense and/or
indemnification by the Authority for a Team Indemnified Claim,           the Developer
Indemnified Parties shall give prompt notice of such Authority           Indemnified
Claim to Authority. Failure to give prompt notice to Authority shall           not
relieve the Authority of any liability to indemnify the Developer           Indemnified
Parties, unless such failure to give prompt notice materially           impairs Authority’s
ability to defend. Upon receipt of such notice, the           Authority shall resist and
defend any action or proceeding arising out of any           Developer Indemnified Claim
on behalf of the Developer Indemnified Parties,           including the employment of
counsel reasonably acceptable to the Developer           Indemnified Parties, the payment
of all expenses and the right to negotiate and           consent to settlement of any
Team Indemnified Claim. All of the Developer           Indemnified Parties shall have the
right to employ separate counsel in any           action arising out of any Developer
Indemnified Claim and to participate in the           defense thereof, but the fees and
expenses of such separate counsel shall be at           the expense of the indemnified
party unless the employment of such counsel is           specifically authorized by the
Authority, which authorization shall not be           unreasonably withheld or delayed.
The Authority shall not be liable for any           settlement of any such action
effected without its consent, but if settled with           the consent of Authority or
if there is a final judgment against Authority or           any Developer Indemnified
Party in any such action, Authority agrees to defend,           indemnify and hold
harmless the Developer Indemnified Parties from and against           any loss or
liability by reason of such settlement or judgment of a Team           Indemnified Claim.  




        (c)       Survival.
This indemnity by the Authority shall survive the expiration or           termination of
this Agreement and Completion of the Project.  




        SECTION 7.  Additional
Components and Allocations. 




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        (a)                 The
Baseball Stadium shall be deemed to be an additional Component (the           “Baseball
Stadium Component”) and subject to the provisions of the           Original
Redevelopment Agreement relating to Components. The Baseball Stadium           Component
is shown on Exhibit “E-1” attached hereto.  




        (b)                 The
Office Component shall be deemed to constitute two separate Components: the           A-B
Office Component and the C-D Office Component as shown on Exhibit           “E-2” attached
hereto.  




        (c)                 In
furtherance of the provisions of Sections 5.2(d)(ii) and 5.3(c)          of
the Original Redevelopment Agreement, Authority agrees that the obligation to
          pay Ground Rent and Developer PILOT Payments may be allocated among the
          following Components in the following percentages at such time as the
          corresponding Component Leases are entered into, with such obligation not to be
          transferred to any Component Parts or Component Entities, except as expressly
          set forth hereinbelow:  




	 	
Hotel
Component – 5.30%
 A-B Office Component – 13.35%
 C-D Office Component –
13.35%
 Entertainment/Retail Component — 63.25%
 Baseball Component — 4.75%






In the event that the A-B Office
Component and/or C-D Office Component are divided into additional Components pursuant to
the Declaration (i.e., separate A and B Components and/or C and D Components), the
obligation set forth above for each Office Component may be divided into approximately
equal shares between the two new constituent Components. The Authority further
acknowledges that the Entertainment/Retail Component may be further subdivided into the
“ERC Main Site” and “ERC Parking Site” to segregate the parking
facilities in the Entertainment/Retail Component from other operating facilities pursuant
to terms to be agreed by the Parties in the Project Agreements. 



        (d)                 Developer
acknowledges and agrees that except as set forth above Developer shall           have no
further right to segregate the Project Site into Component Parts or           Component
Interests, except in connection with a request for a modification to           the
Approved Master Plan as provided in the Redevelopment Agreement.  




        SECTION 8.  Borough
Escrow. 



        (a)                 On
or about the date hereof, Borough and Authority have entered into a certain
          Second Addendum To Settlement Agreement (the “Second           Addendum”),
pursuant to which the Authority’s payments in lieu of           taxes and other
payments to the Borough will be modified to reflect the           development of the
Project. The Second Addendum requires the Authority to post a           $150,000 escrow
with Borough (the “$150,000 Escrow”) to cover           reasonable costs
incurred by the Borough in the negotiation of the Second           Addendum, and
customarily incurred in performance of the Borough’s           obligations under
Paragraphs 13 and 14 of the Second Addendum. Developer has           agreed to post the
$150,000 Escrow in satisfaction of Authority’s           obligation under the Second
Addendum, as set forth hereinbelow. (b) Developer           shall either (i) deposit the
$150,000 Escrow directly with Borough, or (ii)           deposit the $150,000 Escrow with
the Authority. In the event the Developer           deposits the $150,000 Escrow directly
with the Borough, the Authority shall           notify the Borough that the $150,000
Escrow required by the Second Addendum has           been deposited on the Authority’s
behalf by the Developer, and the           Authority will request that Borough deposit
same into a separate account that           shall be drawn down upon by Borough pursuant
to the terms of the Second           Addendum. In the event the Developer deposits the
$150,000 Escrow with the           Authority, the Authority shall immediately deposit
such sum with the Borough as           the Authority’s escrow pursuant to the Second
Addendum. The $150,000 Escrow           shall be paid in two installments with one-third
being due on the Ground Lease           Execution Date and two-thirds being on the
Development Rights Fee Funding Date.  




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        (c)              On
a monthly basis (or other time period in which Borough provides same), the
          Authority shall provide Developer with a statement of costs and expenses paid
          from the $150,000 Escrow. Developer hereby acknowledges that because the
Borough           will be drawing from the $150,000 Escrow pursuant to the Second
Addendum, any           accounting of the disbursements from the $150,000 Escrow will be
generated by           the Borough and the Authority’s obligations under the first
sentence of           this paragraph shall be limited to diligently proceeding to obtain
such           accounting from the Borough and transmitting the same to the Developer. In
the           event any portion of the $150,000 Escrow has not been disbursed to the
Borough           for costs permitted under Paragraph 15 of the Second Addendum prior to
the           completion of the Meadowlands Xanadu Redevelopment, then the Authority
hereby           agrees to promptly and diligently pursue the return of such balance from
the           Borough. If the Borough refunds such remainder to the Authority, the
Authority           shall immediately deliver the same to the Developer. If the Authority
fails to           diligently proceed to recover the above-referenced remainder of the
$150,000           Escrow from the Borough, then the Developer shall have the right to
pursue           recovery of the same directly from the Borough and in the name of the
Authority           and the Authority agrees to diligently cooperate with the Developer
in           connection with the same.  




        (d)              In
the event that the Developer delivers notice to the Authority stating that it
          reasonably believes that any disbursement from the $150,000 Escrow by the
          Borough is excessive, improper, unreasonable or otherwise not permitted, then
          the Authority hereby agrees to promptly and diligently pursue a protest or
          otherwise contest the Borough’s rights to make the disbursement in
          question. In the event the Authority reasonably disagrees with the
          Developer’s belief that the Borough’s disbursement is excessive,
          improper, unreasonable or otherwise not permitted, Developer shall have the
          right to pursue a protest directly with the Borough and in the name of the
          Authority, and the Authority agrees to diligently cooperate with the Developer
          in connection with the same.







12








        
(e)     Notwithstanding anything to the contrary set
          forth above, in the event the Borough shall require reimbursement, or take a
          disbursement from the $150,000 Escrow, for (i) costs incurred in the
negotiation           of the Second Addendum, and/or (ii) costs incurred in connection
with matters           addressed in Paragraphs 6 and/or 9 of the Second Addendum, and/or
(iii) costs           incurred in the performance of the Borough’s obligations under
Paragraphs           13 and/or 14 of the Second Addendum, which performance was requested
by the           Authority rather than by Developer; then the Authority shall pay the
          corresponding amount to the Developer within 30 days after the Authority’s
          receipt of notice of such requirement by the Borough or drawn down by the
          Borough on the $150,000 Escrow.  




        SECTION 9.  Emergency
Services. 



        (a)                 The
parties acknowledge that the Second Addendum requires the Borough and the
          Authority to develop a plan for provision of adequate fire, rescue and
emergency           medical services to the Project. Notwithstanding such provision,
Developer           agrees that, at its sole expense, it shall retain a qualified
consultant,           reasonably acceptable to Authority and Borough, to develop such
plan, the           components of which shall be consistent with industry standards.
Developer shall           require such consultant to consult with the Authority and the
Borough in the           course of such preparation. The final plan to be implemented
shall be reasonably           acceptable to the Authority and Borough, and the services
described therein           shall be deemed to be “adequate” for the purposes
of the Second           Addendum.  




        (b)                 Developer
acknowledges that, pursuant to the plan described in subparagraph (a)           above,
Authority may provide fire, rescue and emergency medical services to the
          Project in cooperation with the Borough. Developer agrees that the Authority
          shall be immune from liability for damages in any civil action brought by
          Developer as a result of the Authority’s acts of commission or omission
          arising out of and in the course of its rendering in good faith any such fire,
          rescue and emergency medical services and, if more expansive, to the same
extent           that the Borough is granted such immunity as a matter of law.  




        SECTION 10.  Construction
Procedures Prior to Development Rights Fee Funding Date.   Notwithstanding anything
set forth in the Original Redevelopment Agreement to the contrary, the Authority and
Developer acknowledge and agree that in the event that Developer desires to perform any
construction on the Project Site prior to the Development Rights Fee Funding Date, the
terms and conditions of the Access and Indemnity Agreements shall govern and control.
Notwithstanding anything set forth in the Access and Indemnity Agreements, the Access and
Indemnity Agreement shall survive the Ground Lease Execution Date, and shall terminate on
the Development Rights Fee Funding Date. 



        SECTION 11.  Project
Operating Agreement.   The Authority and the Developer acknowledge and agree that
the parking management summary set forth on Exhibit “F” attached hereto
(the “Parking Management Summary”) represents the understanding of the
Parties with regard to parking and traffic management at the Project Site following the
Development Rights Fee Funding Date. During the thirty (30) day period following the
Ground Lease Execution Date, Authority and Developer shall endeavor in good faith to
negotiate and finalize a definitive Project Operating Agreement that will substantially
incorporate the terms of the Parking Management Summary. 



        SECTION 12.  Waiver. 



        (a)       Due
Diligence. Developer has received an executed Due Diligence           Certification
in the form of Exhibit “G” attached hereto.           Developer has
reviewed the Provided Due Diligence Documents, as such term is           defined in the
Due Diligence Certification and has satisfied itself as to the           contents
thereof. Developer hereby waives its rights to raise any Complex           Agreement
Objections and all other rights set forth in Section 6.4 of the Original
Redevelopment Agreement.  




13








        SECTION 13.  Title.
   Section  4.2 (b) is  hereby  amended  to extend  the Title  Objection  Date  through
 the Development Rights Fee Funding Date. 



        SECTION 14.  Errata. 



        (a)                 The
words “Ground Rent Increase Index” in the last sentence of           Schedule
5.2(d) of the Original Redevelopment Agreement are deleted and replaced           with
the words “Consumer Price Index”.  




        (b)                 The
words “Meadowlands Master Developer Limited Partnership” in           Section
10.2(a)(ii) of the Original Redevelopment Agreement are deleted and           replaced
with the words: “Meadowlands Mills/Mack-Cali Limited           Partnership”.  




        (c)                 The
definition of “Force Majeure Event” is amended so that the
          phrase “(vii) acts or omissions of the other Party, except in conformance
          with this Agreement” is deleted in its entirety.  




        SECTION 15.  Full Force
and Effect.   Except as expressly modified by 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 16.  
Counterparts.   This First 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 17.  Governing
Law.   This First 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. 





14









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







	NEW JERSEY SPORTS AND
EXPOSITION AUTHORITY



By:  /s/ George R. Zoffinger
——————————————
      George R. Zoffinger
      President		
MEADOWLANDS MILLS/MACK-CALI LIMITED PARTNERSHIP



By:  Meadowlands Mills Limited Partnership,
        its Managing General Partner
        By:  Meadowlands Mills, L.L.C.,

                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