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: