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
2
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 Redevelop
