Exhibit 10.4


FIRST
AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT


THIS FIRST AMENDMENT TO CONTRIBUTION AND SALE
AGREEMENT (“Amendment”), being entered into as of the 9th of May, 2006 by and among GALE SLG NJ LLC, a Delaware limited liability
company (“Gale SLG”),
GALE SLG NJ MEZZ LLC, a Delaware limited liability company (“Portfolio Mezz”) and GALE SLG RIDGEFIELD MEZZ LLC, a Delaware
limited liability company (“Challenger
Mezz”, and together with Gale SLG and Portfolio Mezz,
collectively, the “Gale SLG Transferors”,
and each a “Gale SLG Transferor”),
and Mack-Cali Ventures L.L.C., a Delaware limited liability company (“Mack-Cali”).


W
I  T  N  E  S  S  E  T  H:


WHEREAS, the Gale SLG
Transferors and Mack-Cali entered into that certain Contribution and Sale
Agreement, dated as of March 7, 2006 (the “Agreement”),
regarding the formation of a new joint venture and the contribution and sale of
certain Properties, as described therein; and


WHEREAS, the Gale SLG
Transferors and Mack-Cali wish to modify the Agreement as more particularly set
forth herein.


NOW, THEREFORE, for and in
consideration of the mutual covenants and conditions contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Gale SLG Transferors and Mack-Cali hereby agree as follows:


1.             All capitalized
terms used but not otherwise defined herein shall have the respective meanings
ascribed to them in the Agreement.


2.             Notwithstanding
anything contained in Section 9(l) of the Agreement to the contrary, (a) PW/MS
OP SUB II, LLC shall be deemed deleted from Schedule 8(a)(xviii) of the
Agreement, and (b) the entities listed on Schedule 1 attached hereto and
made a part hereof (the “Schedule 1 Entities”)
shall not be dissolved at Closing. Gale SLG shall cause the Schedule 1 Entities
to be dissolved at such time following the Closing that Gale SLG deems
appropriate in its reasonable discretion. Mack-Cali agrees to provide
reasonable cooperation to Gale SLG at Gale SLG’s sole cost and expense in the
dissolution of the Schedule 1 Entities.


3.             Recital O is hereby
modified to amend and restate subparagraph (c) and to add a new
subparagraph (d) as follows:


(c) an amount
(the “Clause C Amount”) equal to Mack-Cali’s
Applicable Percentage Share of an amount equal to the difference between (x) the
Agreed Value of the Troy Properties and (y) the aggregate principal amount
of











Existing Floating
Rate Debt encumbering the Troy Properties as of the Closing Date (and after
application of the release prices in respect of the Class A Properties and
Class B Properties encumbered thereby to reduce the principal amount
thereof); and


(d)  an
amount equal to Mack-Cali’s Applicable Percentage Share of the Agreed Value of
the Naperville Interest (such amount the “Naperville Amount”,
and together with the Clause A Amount, the Clause B Amount and the Clause C
Amount, collectively, the “Portfolio Purchase Price”; the Portfolio
Purchase Price, together with the Challenger Purchase Price, the Thornall
Purchase Price and the Waterview Purchase Price, collectively, the “Total Purchase Price”), in all cases
subject to proration and adjustment at Closing and to the other terms and
conditions contained herein, including, without limitation, the provisions of Section 21 (the interest in JVLLC acquired by Mack-Cali
upon payment of the Portfolio Purchase Price is referred to herein as the “Mack-Cali Interest”).


4.             Section 1 “CERTAIN
DEFINITIONS” is hereby modified to include the following definition:


“Naperville
Interest” means the OP’s one hundred percent (100%) beneficial
interest in Gale SLG Naperville.


5.             Schedule 13 of the
Agreement is hereby deleted in its entirety and replaced with “Replacement
Schedule 13” annexed to this Amendment.


6.             Counterparts.
This Amendment may be executed in any number of counterparts each of which when
so executed and delivered shall be deemed to be an original, but all such
counterparts shall constitute one and the same agreement.


7.             Severability.
If any provision of this Amendment shall be determined to be invalid or unenforceable,
the remaining provisions of this Amendment shall not be affected thereby, and
every provision of this Amendment shall remain in full force and effect and
enforceable to the fullest extent permitted by law.


8.             Governing Law.
This Amendment shall be governed by and construed in accordance with, the
internal laws of the State of New York, without regard to the principles of
conflicts of laws.


9.             Entire
Agreement; Modification. This Amendment constitutes the entire agreement
between the parties as to the subject matter hereof. There are no promises or
other agreements, oral or written, express or implied, between them other than
as set forth in this Amendment. No change or modification of, or waiver under,
this Amendment



 2
 








 


shall be valid
unless it is in writing and signed by duly authorized representatives of the
Gale SLG Transferors and Mack-Cali.


10.           Further Assurance.
Each party hereto shall execute and deliver all such other and additional
instruments and documents and do all such other acts and things as may be
necessary more fully to effectuate the terms of this Amendment, provided the
same do not increase or decrease the parties’ respective liabilities,
obligations or benefits hereunder.


11.           Ratification of
Development Administrative Agreement. The Agreement, as amended by this
Amendment, is hereby ratified and affirmed and shall remain in full force and
effect.


[SIGNATURES FOLLOW ON NEXT PAGE]



 3
 








 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Amendment effective as of this 9th day of May, 2006.


	
  

  	
   

  	
  GALE SLG PARTIES:



  GALE SLG NJ LLC,  

  a Delaware limited liability company



  By: Gale Core Fund I LLC, 

  a Delaware limited liability company,

  its managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Joseph Adamo

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Joseph Adamo

  Title: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Gale SLG NJ Mezz LLC, a
  Delaware

  limited liability company: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Joseph Adamo

  	
   

  
	
   

  	
   

  	
  Name: Joseph Adamo

  Title: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Gale SLG Ridgefield Mezz LLC,
  a

  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph Adamo 

  	
   

  
	
   

  	
   

  	
  Name: Joseph Adamo

  Title: Secretary

  
									



 



 4















IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Amendment effective as of this 9th day of May, 2006.


 


	
  

  	
  Mack-Cali:

  
	
   

  	
   

  
	
   

  	
  Mack-Cali
  Ventures L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: Mack-Cali
  Realty L.P., a Delaware limited

  partnership, its sole member

  
	
   

  	
   

  	
  By: Mack-Cali
  Realty Corporation, a Maryland

  corporation, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitchell E.
  Hersh

  
	
   

  	
   

  	
  Name: Mitchell
  E. Hersh

  Title: President and Chief Executive Officer

  
					



 












 


Schedule
1


1.     10 Independence Associates
Limited Partnership


2.     Alan Warren Associates
Limited Partnership


3.     Warren ’85 Associates
Limited Partnership


4.     Alan Warren PW/MS LLC


5.     Warren ’85 PW/MS LLC


6.     PW/MS OP SUB I, LLC


7.     1200 Wall SPE LLC


8.     4 Century SPE LLC


9.     5 Century SPE LLC


10.   6 Century SPE LLC












 


Replacement
Schedule 13


	
  Property

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  SF

  	
   

  	
  Allocated Value

  
	
  One Grande
  Commons

  	
   

  	
  Bridgewater

  	
   

  	
  NJ

  	
   

  	
  198,376

  	
   

  	
  33,383,565

  
	
  1280 Wall Street

  	
   

  	
  Lyndhurst

  	
   

  	
  NJ

  	
   

  	
  121,314

  	
   

  	
  15,619,093

  
	
  10 Sylvan Way

  	
   

  	
  Parsippany

  	
   

  	
  NJ

  	
   

  	
  125,829

  	
   

  	
  16,484,989

  
	
  5 Independence
  Way

  	
   

  	
  Princeton

  	
   

  	
  NJ

  	
   

  	
  113,376

  	
   

  	
  16,818,047

  
	
  1 Independence
  Way

  	
   

  	
  Princeton

  	
   

  	
  NJ

  	
   

  	
  111,979

  	
   

  	
  13,423,072

  
	
  3 Becker Farm
  Road

  	
   

  	
  Roseland

  	
   

  	
  NJ

  	
   

  	
  113,837

  	
   

  	
  16,822,906

  
	
  75 Livingston
  Avenue

  	
   

  	
  Roseland

  	
   

  	
  NJ

  	
   

  	
  94,625

  	
   

  	
  14,955,553

  
	
  Total
  JV Property Values

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  879,336

  	
   

  	
  127,507,225

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35 Waterview

  	
   

  	
  Parsippany

  	
   

  	
  NJ

  	
   

  	
  172,313

  	
   

  	
  32,500,000

  
	
  105 Challenger

  	
   

  	
  Meadowlands

  	
   

  	
  NJ

  	
   

  	
  148,150

  	
   

  	
  32,500,000

  
	
  343 Thornall

  	
   

  	
  Edison

  	
   

  	
  NJ

  	
   

  	
  195,699

  	
   

  	
  41,000,000

  
	
  Remaining
  Properties

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,678,049

  	
   

  	
  271,992,775

  
	
  Total
  New Jersey Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,073,547

  	
   

  	
  505,500,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Troy
  Value

  	
   

  	
  Troy

  	
   

  	
  MI

  	
   

  	
  1,216,223

  	
   

  	
  110,000,000

  
	
  Naperville
  Value

  	
   

  	
  Naperville

  	
   

  	
  IL

  	
   

  	
  419,040

  	
   

  	
  4,500,000