Exhibit 10.1


 


SECOND MODIFICATION AGREEMENT


 


This SECOND MODIFICATION AGREEMENT (this “Agreement”) is made as of July 14, 2006 by and among (a) Mack-Cali Realty, L.P. (the “Borrower”), (b) the Lenders party hereto, and (c) JPMorgan Chase Bank, N.A. as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.


WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Second Amended and Restated Revolving Credit Agreement dated as of November 23, 2004, as modified by the Extension and Modification Agreement dated as of September 16, 2005 (the “Credit Agreement”), pursuant to which the Lenders have agreed to make loans to the Borrower on the terms and conditions set forth therein; and


WHEREAS, the Borrower has requested that the Lenders make certain modifications to the Credit Agreement, and the Lenders party hereto are willing to so modify the Credit Agreement on the terms and conditions set forth herein;


NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and fully intending to be legally bound by this Agreement, the parties hereto agree as follows:


1.           Definitions.  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.


2.           Modifications to Credit Agreement.  As of the Effective Date (as defined in §4 hereof) the Credit Agreement is modified as follows:


2.1.       Modifications to §1.1.  §1.1. of the Credit Agreement is hereby modified as follows:


2.1.1.    The definition of the term “Acquisition Property” is hereby modified by restating such definition in its entirety to read as follows:


“Acquisition Property.  Any Real Estate that has been owned for fewer than six (6) fiscal quarters, unless the Borrower has made a one-time election to no longer treat such Real Estate as an Acquisition Property for purposes of this Agreement.”


 


 







-2-


 


 


2.1.2.    The definition of the term “Capitalized Unencumbered Property NOI” is hereby modified by restating such definition in its entirety to read as follows:


“Capitalized Unencumbered Property NOI.  As of any date of determination with respect to an Unencumbered Property (other than an Acquisition Property), an amount equal to the Revised Adjusted Unencumbered Property NOI for such Unencumbered Property for the most recent two (2) complete fiscal quarters multiplied by two (2), with the product being divided by 8.25%, except with respect to CBD Properties, which shall be divided by 7.75%; provided that if such Unencumbered Property has been owned for fewer than two (2) complete fiscal quarters, the Revised Adjusted Unencumbered Property NOI for such Unencumbered Property shall be calculated by using the actual
results for the period that such Unencumbered Property has been owned and adjusting such results for a period of two (2) complete fiscal quarters.”


2.1.3.    The definition of the term “Consolidated Capitalized NOI” is hereby modified by restating such definition in its entirety to read as follows:


“Consolidated Capitalized NOI.  As of any date of determination, an amount equal to Revised Consolidated Adjusted Net Income for the most recent two (2) completed fiscal quarters multiplied by two (2), with the product being divided by 8.25%, except with respect to CBD Properties, which shall be divided by 7.75%; provided that if any Real Estate has been owned for fewer than two (2) complete fiscal quarters, the Revised Consolidated Adjusted Net Income for such Real Estate shall be calculated by using the actual results for the period that such Real Estate has been owned and adjusting such results for a period of two (2) complete
fiscal quarters.”


2.1.4.    The definition of the term “Consolidated Total Capitalization” is hereby modified by restating such definition in its entirety to read as follows:


“Consolidated Total Capitalization.  As of any date of determination, with respect to MCRC, the Borrower and their respective Subsidiaries determined on a consolidated basis in accordance with GAAP, the sum (without double-counting) of (a) Consolidated Capitalized NOI (other than with respect to (1) Acquisition Properties and (2) Real Estate with a negative Consolidated Capitalized NOI), plus (b) the cost of all Acquisition Properties, plus (c) the value of Unrestricted Cash and Cash 


 







-3-


 


Equivalents (excluding until forfeited or otherwise entitled to be retained by the Borrower or its Subsidiaries, tenant security and other restricted deposits), plus (d) the aggregate costs incurred and paid to date by the Borrower and its Subsidiaries with respect to Construction-In-Process, plus (e) the value of Indebtedness of third parties to the Borrower and its Subsidiaries for borrowed money which is secured by mortgage liens on real estate (valued in accordance with GAAP at the book value of such Indebtedness and not then more than 90 days past due or declared by the Borrower or its relevant Subsidiary to be past due), plus (f) the actual net cash investment by the Borrower and its Subsidiaries in any Other Investments (wherein such any Other
Investment (x) does not have any Indebtedness that is then more than 90 days past due or (y) has not been declared to be in default of any monetary or material monetizable obligations), plus (g) the book value of Unimproved Non-Income Producing Land plus (h) the value of Eligible Cash 1031 Proceeds; provided that the value of all permitted investments included within Consolidated Total Capitalization (other than Eligible Cash 1031 Proceeds) shall not exceed the limitations set forth in §9.8 hereof.”


2.1.5.    The following new definition shall be inserted in §1.1 immediately after the definition of “Capitalized Unencumbered Property NOI”:


“CBD Property(ies).  Collectively, (a) any Real Estate listed on Schedule CBD attached hereto, (b) any improved Real Estate which is located in the borough of Manhattan in New York, New York, Jersey City, New Jersey, Washington, D.C., or San Francisco, California which is acquired after June __, 2006, and (c) any other improved Real Estate which is located in markets with characteristics similar to those identified in clause (b) and is designated by the Agent and the Borrower as a CBD Property from time to time.”


2.2.       Modification to §9.6 of Credit Agreement.  §9.6 of the Credit Agreement is hereby modified by restating said §9.6 in its entirety to read as follows:


“§9.6.  Unsecured Indebtedness.  As at the end of any fiscal quarter or other date of measurement, the Borrower shall not permit the ratio of (i) Consolidated Unsecured Indebtedness to (ii) the sum (the “Section 9.6 Sum”) of (a) aggregate Capitalized Unencumbered Property NOI for all Unencumbered Properties (other than (1) Acquisition Properties and (2) Unencumbered Properties with a negative Capitalized Unencumbered Property NOI), plus (b) the cost of all Unencumbered Properties which are Acquisition Properties, plus (c) 


 







-4-


 


the value of all Eligible Cash 1031 Proceeds resulting from the sale of Unencumbered Properties to exceed 60%; provided that such ratio may exceed 60% from time to time so long as (x) such ratio does not exceed 65%, (y) such ratio ceases to exceed 60% within 180 days following each date such ratio first exceeded 60%, and (z) the Borrower provides a certificate in substantially the form of Exhibit O hereto to the Administrative Agent when such ratio first exceeds 60% and when such ratio ceases to exceed 60%.”


2.3.       Schedule CBD.  Schedule CBD attached to this Agreement is hereby added to the Credit Agreement as Schedule CBD thereto.



	
             
  	
            3.
 	
            Provisions Of General Application.
 



3.1.        Representations and Warranties. The Borrower hereby represents and warrants as of the date hereof that (a) each of the representations and warranties of the Borrower contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Agreement are true and correct in all material respects as of the date as of which they were made and are true and correct in all material respects at and as of the date of this Agreement (except to the extent (i) of changes resulting from transactions contemplated or not prohibited by the Credit Agreement or the other Loan Documents, (ii) of changes occurring in the ordinary course of business, or (iii) that such representations
and warranties relate expressly to an earlier date), (b) no Default or Event of Default exists on the date hereof (before and after giving effect to this Agreement), and (c) this Agreement has been duly authorized, executed and delivered by the Borrower and is in full force and effect as of the Effective Date, and the agreements and obligations of the Borrower contained herein constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and to the fact that the availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.


The Borrower hereby further represents and warrants as of the date hereof that the execution, delivery and performance of this Agreement (i) are within the authority of the Borrower, (ii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower, (iii) do not conflict with any provision of the agreement of limited partnership, any certificate of limited partnership, 


 







-5-


 


the charter documents or by-laws of the Borrower or any general partner or other controlling Person thereof, (iv) do not contravene any provisions of, or constitute a default, Default or Event of Default hereunder or a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the Borrower or any of the Borrower’s properties (except for any such failure to comply under any such other agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not materially and adversely affect the condition (financial or otherwise), properties, business or results of operations of the Borrower, the Operating Subsidiaries or any Guarantor) or result in the creation of any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the
properties or assets of the Borrower, the Operating Subsidiaries or any Guarantor, and (v) do not require (A) the approval or consent of any governmental agency or authority other than those already obtained, or (B) filing with any governmental agency or authority, other than filings which will be made with the SEC when and as required by law.


3.2.        No Other Changes.  Except as otherwise expressly provided or contemplated by this Agreement, all of the terms, conditions and provisions of the Credit Agreement remain unaltered and in full force and effect.  The Credit Agreement and this Agreement shall be read and construed as one agreement.  The making of the modifications in this Agreement does not imply any obligation or agreement by the Administrative Agent or any Lender to make any other amendment, waiver, modification or consent as to any matter on any subsequent occasion.  This Agreement shall be a Loan Document under the Credit Agreement.


3.3.       Governing Law.  This Agreement shall be deemed to be a contract under the laws of the State of New York.  This Agreement and the rights and obligations of each of the parties hereto are contracts under the laws of the State of New York and shall for all purposes be construed in accordance with and governed by the laws of such State (excluding the laws applicable to conflicts or choice of law).


3.4.        Assignment.  This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective permitted successors and assigns.


3.5.        Counterparts.  This Agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one and the same agreement.  In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.


 


 







-6-


 


 


4.           Effectiveness of this Agreement.  This Agreement shall become effective on the date on which the following conditions precedent are satisfied (such date being hereinafter referred to as the “Effective Date”):


(a)         Execution and delivery to the Administrative Agent by each of the Lenders, the Borrower, the Guarantors and the Administrative Agent of this Agreement.


(b)         Execution and delivery to the Administrative Agent of (i) a certificate of each of the Borrower and MCRC confirming that there have been no changes to their respective charter documents since November 23, 2004, or (ii) if there have been changes to the Borrower’s or MCRC’s charter document since such date, a secretary’s certificate of the Borrower or MCRC certifying as to such changes.


(c)         Delivery to the Administrative Agent of an incumbency certificate of the Borrower and MCRC and of resolutions of the board of directors of MCRC authorizing this Agreement.


(d)         Payment to the Administrative Agent, for the accounts of the Agents and the Lenders, as applicable, all fees due and payable on or before the Effective Date and all expenses due and payable on or before the Effective Date, including, without limitation, reasonable attorneys’ fees and expenses and other costs and expenses incurred in connection with this Agreement.


[Remainder of page left blank intentionally]


 







 


 



IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the date first set forth above.


 


MACK-CALI REALTY, L.P.


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


By:/s/ Barry Lefkowitz



	
             
 	
            Name:
 	
            Barry Lefkowitz
 	
             

	
             
 	
            Title:
 	
            Executive Vice President
 



and Chief Financial Officer


 


 







 


 






JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Swing Lender and Fronting Bank


 


 


By:/s/ Marc E. Costantino



	
             
 	
            Name: Marc E. Costantino
 
	
             
 	
            Title: Vice President
 	
             




 


 


 







 


 






BANK OF AMERICA, N.A.


 


 


By:/s/ Charlotte W. Deinhart



	
             
 	
            Name: Charlotte W. Deinhart
 
	
             
 	
            Title: Vice President
 	
             




 


 


 







 


 






THE BANK OF NOVA SCOTIA, NEW YORK AGENCY


 


 


By:/s/ Robert Boese



	
             
 	
            Name: Robert Boese
 	
             

	
             
 	
            Title: Managing Director
 



 


 


 







 


 






WACHOVIA BANK, NATIONAL ASSOCIATION


 


 


By: /s/ Cynthia A. Bean



	
             
 	
            Name: Cynthia A. Bean
 
	
             
 	
            Title: Vice President
 	
             




 


 


 







 


 






WELLS FARGO BANK, NATIONAL ASSOCIATION


 


 


By: /s/ Christopher B. Wilson



	
             
 	
            Name: Christopher B. Wilson
 
	
             
 	
            Title: Vice President
 	
             




 


 


 







 


 






SUNTRUST BANK


 


 


By: /s/ Blake K. Thompson



	
             
 	
            Name: Blake K. Thompson
 
	
             
 	
            Title: Vice President
 	
             




 


 


 







 


 






PNC BANK, NATIONAL ASSOCIATION


 


 


By: /s/ J. Richard LItton



	
             
 	
            Name: J. Richard Litton
 
	
             
 	
            Title: Vice President
 	
             




 


 


 







 


 






CITICORP NORTH AMERICA, INC.


 


 


By: /s/ Malav Kakad



	
             
 	
            Name: Malav Kakad
 
	
             
 	
            Title: Vice President
 



 


 


 







 


 






US BANK NATIONAL ASSOCIATION


 


 


By: /s/ Walter Whitt



	
             
 	
            Name: Walter Whitt
 	
             

	
             
 	
            Title: Vice President
 



 


 


 







 


 






BANK OF CHINA, NEW YORK BRANCH


 


 


By: /s/ William Smith



	
             
 	
            Name: William Smith
 	
             

	
             
 	
            Title: Deputy General Manager
 



 


 


 







 


 






THE BANK OF NEW YORK


 


 


By: /s/ Rick Laudisi



	
             
 	
            Name: Rick Laudisi
 	
             

	
             
 	
            Title: Managing Director
 



 


 


 







 


 






CHEVY CHASE BANK, F.S.B.


 


 


By: /s/ Dory Halati



	
             
 	
            Name: Dory Halati
 	
             

	
             
 	
            Title: Vice President
 



 


 


 







 


 






DEUTSCHE BANK TRUST COMPANY AMERICAS


 


 


By: /s/  Brenda Casey



	
             
 	
            Name: Brenda Casey
 
	
             
 	
            Title: Director
 	
             




 


By:/s/ Joanna Soliman



	
             
 	
            Name: Joanna Soliman
 	
             

	
             
 	
            Title: Assistant Vice President
 



 


 


 







 


 






MIZUHO CORPORATE BANK, LTD.


 


 


By: /s/ Noel Purcell



	
             
 	
            Name: Noel Purcell
 	
             

	
             
 	
            Title: Senior Vice President
 



 


 


 







 


 






THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. (Successor by merger to UFJ Bank Limited), NEW YORK BRANCH


 


 


By: /s/ James T. Taylor



	
             
 	
            Name: James T. Taylor
 
	
             
 	
            Title: Vice President
 	
             




 


 


 







 


 






THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND


 


 


By: /s/ Noelle McGrath



	
             
 	
            Name: Noelle McGrath
 	
             

	
             
 	
            Title: Authorised Signatory
 



 


By: /s/ Carla Ryan



	
             
 	
            Name: Carla Ryan
 	
             

	
             
 	
            Title: Authorised Signatory
 



 


 


 







 


 






COMERICA BANK


 


 


By: /s/ Leslie A. Vogel



	
             
 	
            Name: Leslie A. Vogel
 
	
             
 	
            Title: Vice President
 	
             




 


 


 







 


 






CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH


 


 


By: /s/ Jim C. Y. Chen



	
             
 	
            Name: Jim C. Y. Chen
 	
             

	
             
 	
            Title: VP & General Manager
 



 


 


 







 


 






FIRST COMMERCIAL BANK, NEW YORK AGENCY


 


 


By: /s/ Bruce M. J. Ju



	
             
 	
            Name: Bruce M. J. Ju
 	
             

	
             
 	
            Title: VP & General Manager
 



 


 


 







 


 






CHIAO TUNG BANK CO., LTD., NEW YORK AGENCY


 


 


By: /s/ Chun-Kai Hu



	
             
 	
            Name: Chun-Kai Hu
 	
             

	
             
 	
            Title: VP & Deputy General Manager
 



 


 


 







 


 






THE ROYAL BANK OF SCOTLAND


 


 


By: /s/ Neil J. Crawford



	
             
 	
            Name: Neil J. Crawford
 	
             

	
             
 	
            Title: Senior Vice President
 



 


 


 







 


 






HUA NAN COMMERCIAL BANK, NEW YORK AGENCY


 


 


By: /s/ Tei-Chin Wang



	
             
 	
            Name: Tei-Chin Wang
 	
             

	
             
 	
            Title: Assistant General Manager
 



 


 


 







 


 






BANK HAPOALIM B.M.


 


 


By: /s/ Lenroy Hackett



	
             
 	
            Name: Lenroy Hackett
 	
             

	
             
 	
            Title: First Vice President
 



 


 


BANK HAPOALIM B.M.


 


 


By: /s/ Marc Bosc



	
             
 	
            Name: Marc Bosc
 	
             

	
             
 	
            Title: Vice President
 



 


 


 







 


 



Each of the undersigned Guarantors hereby acknowledges the foregoing Second Modification Agreement and reaffirms its guaranty of the Obligations (as defined in the Guaranty executed and delivered by such Guarantor) under the Credit Agreement and the other Loan Documents, each as modified hereby or in connection herewith, in accordance with the Guaranty executed and delivered by such Guarantor.


 


MACK-CALI REALTY CORPORATION


 


By: /s/ Barry Lefkowitz



	
             
 	
            Name:
 	
            Barry Lefkowitz
 	
             

	
             
 	
            Title:
 	
            Executive Vice President and
 
	
             
 	
            Chief Financial Officer
 	
             

					



 


 



	
             
 	
            11 COMMERCE DRIVE ASSOCIATES L.L.C.
 



 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


SIX COMMERCE DRIVE ASSOCIATES  L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


20 COMMERCE DRIVE ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


 







 


 






CENTURY PLAZA ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


C.W. ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


D.B.C. REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MACK-CALI BUILDING V ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


500 COLUMBIA TURNPIKE ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


 







 


 


ROSELAND II L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


OFFICE ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


600 PARSIPPANY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


400 RELLA REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


VAUGHN PRINCETON ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 







 


 






MONMOUTH/ATLANTIC REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


JUMPING BROOK REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


COMMERCENTER REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MOUNT AIRY REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


300 TICE REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


 







 


 


BRIDGE PLAZA REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MACK-CALI CW REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


CROSS WESTCHESTER REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


ELMSFORD REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


TALLEYRAND REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


 







 


 


MID-WESTCHESTER REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MACK-CALI MID-WEST REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


SO. WESTCHESTER REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MACK-CALI SO. WEST REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member 


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MACK-CALI WP REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


 







 


 


WHITE PLAINS REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MOORESTOWN REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


PRINCETON CORPORATE CENTER REALTY


ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member 


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


PRINCETON OVERLOOK REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member 


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


BMP SOUTH REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member 


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


 







 


 


LINWOOD REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MOUNTAINVIEW REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


120 PASSAIC STREET L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


M-C PROPERTIES CO. REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MACK-CALI EAST LAKEMONT L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


 







 


 


WESTAGE REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


COLLEGE ROAD REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


SKYLINE REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MACK-CALI B PROPERTIES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


ONE SYLVAN REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


 







 


 


1717 REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


12 SKYLINE ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


9 CAMPUS REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


MAPLE 6 CAMPUS L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


5/6 SKYLINE REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


 







 


 


MACK-CALI MORRIS REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 



its general partner


 


MACK-CALI CAMPUS REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 
	
             
 	
            its general partner
 	
             




 


 


BMP MOORESTOWN REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 



its general partner


 


MACK-CALI TAXTER ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 



its general partner


 


SYLVAN/CAMPUS REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 





	
             
 	
            its general partner
 



 


 


 







 


 


5 WOOD HOLLOW REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


14 COMMERCE REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


400 CHESTNUT REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


232 STRAWBRIDGE REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


MACK-CALI WILLOWBROOK COMPANY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


 







 


 


TERRI REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


1000 BRIDGEPORT REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


WEST AVENUE REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


KEMBLE PLAZA II REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its manager


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


KNIGHTSBRIDGE REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its manager


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


 







 


 


 


4 GATEHALL REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty. L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation, 
 




its general partner


 


4 PARAGON REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 




its general partner


 


MACK-CALI BRIDGEWATER REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 




its general partner


 


MACK-CALI JOHNSON ROAD L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 




its general partner


 


MACK-CALI SHORT HILLS L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 




its general partner



 







 


 


MACK-CALI WOODBRIDGE L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 




its general partner 


 


MONUMENT 150 REALTY L.L.C.


 



	
             
 	
            By:
 	
            Monument Holding L.L.C.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 




its general partner


 


101 HUDSON STREET ASSOCIATES


 



	
             
 	
            By:
 	
            MC Hudson Holding L.L.C., 
 




its general partner


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 




its general partner


 



	
             
 	
            By:
 	
            MC Hudson Realty L.L.C.,
 




its general partner


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 




its general partner


 


 


 


 







 


 


343 THORNALL SPE LLC


 



	
             
 	
            By:
 	
            343 Thornall Holding L.L.C.
 




its sole member


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P., 
 




its non-member manager


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 




its general partner


 


MACK-CALI PROPERTIES CO.


 



	
             
 	
            By:
 	
            Mack-Cali Sub III, Inc., 
 




its general partner


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P.
 




its general partner


 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 




its general partner


 


CAL-TREE REALTY ASSOCIATES L.P.


 



	
             
 	
            By:
 	
            Mack–Cali Sub XV Trust
 



its general partner


 


FIVE SENTRY REALTY ASSOCIATES


L.P.


 



	
             
 	
            By:
 	
            Mack–Cali Sub XV Trust
 




its general partner  


 


MACK-CALI AIRPORT REALTY ASSOCIATES L.P.


 



	
             
 	
            By:
 	
            Mack–Cali Sub XV Trust
 




its general partner


 


 


 







 


 


MACK-CALI PENNSYLVANIA REALTY


ASSOCIATES L.P.


 



	
             
 	
            By:
 	
            Mack–Cali Sub XV Trust
 




its general partner


 


MACK-CALI-R COMPANY NO. 1 L.P.


 



	
             
 	
            By:
 	
            Mack-Cali Sub XV Trust
 




its general partner


 


MAPLE 4 CAMPUS L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Texas Property L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Sub XVII, Inc.,
 
	
             
 	
            its general partner
 	
             




 


 


CLEARBROOK ROAD ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Texas Property L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Sub XVII, Inc.,
 
	
             
 	
            its general partner
 	
             




 


 


25 COMMERCE REALTY L.L.C.


 


By:  Mack-Cali Texas Property L.P.,



	
             
 	
            its member
 



 



	
             
 	
            By:
 	
            Mack-Cali Sub XVII, Inc., 
 




its general partner


 


 


 


 


 







 


 



	
             
 	
            600 HORIZON CENTER L.L.C.
 



 



	
             
 	
            By:
 	
            Mack-Cali Texas Property L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Sub XVII, Inc., 
 




its general partner


 


 



	
             
 	
            LITTLETON REALTY ASSOCIATES L.L.C.
 



 



	
             
 	
            By:
 	
            Mack-Cali Texas Property L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Sub XVII, Inc., 
 




its general partner


 


 



	
             
 	
            3 ODELL REALTY L.L.C.
 



 



	
             
 	
            By:
 	
            Mack-Cali Texas Property L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Sub XVII, Inc., 
 




its general partner


 


 



	
             
 	
            4 SENTRY REALTY L.L.C.
 



 



	
             
 	
            By:
 	
            4 Sentry Holding L.L.C.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Texas Property L.P.,
 



its member


 



	
             
 	
            By:
 	
            Mack-Cali Sub XVII, Inc.,
 



its general partner


 


 


 


 


 







 


 


3 SKY REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Texas Property L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Sub XVII, Inc., 
 




its general partner


 


PARSIPPANY 4/5 REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Texas Property L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Sub XVII, Inc.,
 




its general partner


 


6 PARSIPPANY L.L.C.


 



	
             
 	
            By: 
 	
            Mack-Cali Texas Property L.P.,
 




its member


 



	
             
 	
            By:
 	
            Mack-Cali Sub XVII, Inc.,
 



its general partner


 


PHELAN REALTY ASSOCIATES L.P.


 



	
             
 	
            By:
 	
            Mack–Cali Sub VI, Inc.,
 



its general partner


 


795 FOLSOM REALTY ASSOCIATES L.P.


 



	
             
 	
            By:
 	
            Mack-Cali Sub VI, Inc.,
 



its general partner


 


CALI HARBORSIDE (FEE) ASSOCIATES L.P.


 



	
             
 	
            By:
 	
            Mack-Cali Sub X, Inc.,
 




its general partner


 


 


 







 


 


MACK-CALI PLAZA I, L.L.C. (successor by merger to Cali-Harborside Plaza I (Fee) Associates, L.P.)


 



	
             
 	
            By:
 	
            Mack-Cali Realty, L.P., its sole member
 




 



	
             
 	
            By:
 	
            Mack-Cali Realty Corporation,
 



its general partner


 


MACK-CALI PROPERTY TRUST


 


300 HORIZON REALTY L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Property Trust,
 




its member


 


HORIZON CENTER REALTY ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Property Trust,
 




its member


 


M-C CAPITOL ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack–Cali Property Trust,
 




its manager


 


ROSELAND OWNERS ASSOCIATES L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Property Trust,
 




its member


 







 


 



 


SENTRY PARK WEST L.L.C.


 



	
             
 	
            By:
 	
            Mack-Cali Glendale Limited Partnership,
 




its member


 



	
             
 	
            By:  
 	
            Mack-Cali Sub XXII, Inc.,
 



its general partner


 


By: /s/ Barry Lefkowitz



	
             
 	
            Name:
 	
            Barry Lefkowitz
 	
             

	
             
 	
            Title:
 	
            Executive Vice President and
 



Chief Financial Officer of 


each of the above named 


entities


 


 







 


 



 


Mack-Cali Realty Corporation


Schedule CBD


CBD Properties



	
             
 	
             
 	
             
 
	
             
 	
            Property Address
 	
            City/State
 
	
             
 	
             
 	
             
 
	
             
 	
            Harborside Financial Center 1
 	
            Jersey City, NJ
 
	
             
 	
            Harborside Financial Center 2
 	
            Jersey City, NJ
 
	
             
 	
            Harborside Financial Center 3
 	
            Jersey City, NJ
 
	
             
 	
            Harborside Financial Center 4-A
 	
            Jersey City, NJ
 
	
             
 	
            Harborside Financial Center 5
 	
            Jersey City, NJ
 
	
             
 	
            101 Hudson Street
 	
            Jersey City, NJ
 
	
             
 	
             
 	
             
 
	
             
 	
            760 Market Street
 	
            San Francisco, CA
 
	
             
 	
            795 Folsom Street
 	
            San Francisco, CA
 
	
             
 	
            201 South Third Street
 	
            San Francisco, CA
 
	
             
 	
             
 	
             
 
	
             
 	
            1400 L Street
 	
            Washington, DC
 
	
             
 	
            1201 Connecticut Avenue NW
 	
            Washington, DC