0001104659-05-037349 Sample Contracts

FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT
Redevelopment Agreement • August 9th, 2005 • Mills Corp • Real estate investment trusts • New Jersey

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”.

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THIRD AMENDMENT TO REDEVELOPMENT AGREEMENT
Redevelopment Agreement • August 9th, 2005 • Mills Corp • Real estate investment trusts • New Jersey

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”.

THE MILLS CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 9th, 2005 • Mills Corp • Real estate investment trusts

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is entered into as of (the “Date of Grant”) by and between THE MILLS CORPORATION, a Delaware corporation (the “Company”), and (“Grantee”).

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Credit and Term Loan Agreement • August 9th, 2005 • Mills Corp • Real estate investment trusts

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) is made as of June 30, 2005 by and among (a) The Mills Limited Partnership, a Delaware limited partnership (the “Borrower”), (b) JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined below); and (c) the Lenders party hereto.

FOURTH AMENDMENT TO REDEVELOPMENT AGREEMENT
Redevelopment Agreement • August 9th, 2005 • Mills Corp • Real estate investment trusts • New Jersey

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”.

SECOND AMENDMENT TO REDEVELOMENT AGREEMENT
Redevelopment Agreement • August 9th, 2005 • Mills Corp • Real estate investment trusts • New Jersey

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”.

THE MILLS CORPORATION STOCK OPTION AGREEMENT (Employee/Officer/NSO Grant)
Stock Option Agreement • August 9th, 2005 • Mills Corp • Real estate investment trusts

THIS NON-QUALIFIED STOCK OPTION (the “Option”) is granted as of the day of 200 (the “Date of Grant”), by THE MILLS CORPORATION, a Delaware corporation (the “Company”), to (“Grantee”) pursuant to the terms of The Mills Corporation Amended and Restated 2004 Stock Incentive Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Plan.

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