Exhibit 10.1


AMENDMENT
NO. 2 TO MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT


AMENDMENT No. 2
(this “Amendment”), dated as of May 9, 2006, to the Membership
Interest Purchase and Contribution Agreement (the “Agreement”), dated as
of March 7, 2006, as amended, by and among Mr. Stanley C. Gale (“SG”),
SCG Holding Corp., a Delaware corporation (“SCG” and together with SG,
the “Sellers”), Mack-Cali Realty Acquisition Corp., a Delaware
corporation, or its designee (the “Purchaser”), and Mack-Cali Realty,
L.P., a Delaware limited partnership (“MCRLP”). Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Agreement.


RECITALS:


WHEREAS,
the Purchaser, MCRLP and the Sellers have entered into the Agreement;


WHEREAS, pursuant to and
in accordance with Section 10.7 of the Agreement, the parties wish to
amend the Agreement as set forth in this Amendment;


NOW, THEREFORE, in
consideration of the rights and obligations contained herein, and for other
good and valuable consideration, the adequacy of which is hereby acknowledged,
the parties agree as follows:


Section 1.               Amendment
to the Agreement.


(a)           Section 1.02
of the Agreement is hereby amended by adding the following defined terms to the
list of defined terms in alphabetical order:




	
  “PFV”

  	
  Exhibit I

  
	
  “PFV Cash Consideration”

  	
  Exhibit I

  






 


(b)           Section 2.04(c) of
the Agreement is hereby amended by adding the following at the end thereof: “and
for the PFV Cash Consideration”.


(c)           Section 2.05(b) is
hereby amended by adding the phrase “and the PFV Cash Consideration”
immediately after the word “Payment” in such Section.


(d)           Clause
(f) of Section 8.02 is hereby amended by adding the following at the
end thereof:  “, other than PFV”.


(e)           Paragraph
(b) of Section 5.05 of the Agreement is hereby amended by adding the
following additional proviso at the end of the first sentence of such paragraph
(b):


“; provided, further,
that the provisions of this Section 5.05(b) shall not apply to the
ownership by the Sellers or any of their Affiliates of any direct or indirect,
beneficial or record, interest in (i) each Non-Portfolio Interest until
such time it is acquired by the









 



Purchaser as contemplated
by Section 5.22, (ii) any of Rock-GW LLC or MSG-Workstage LLC, (iii) any
Person in which any of such entities holds a direct or indirect, beneficial or
record, interest or (iv) any real property or development rights held or
leased  as of the date hereof by any of
the Persons specified in clauses (i), (ii) and (iii) of this proviso
(or any rights to acquire the same which may be held as of the date hereof by
any of such Persons ).”


(f)            Section 5.14 of the Agreement
is hereby amended by adding the following at the end thereof:


“In addition, the parties
acknowledge that the Purchaser may wish to restructure the Companies and the
Subsidiaries, including by whom the ownership interests of each of the entities
are held. The Sellers shall use all reasonable efforts to assist the Purchaser
in effecting such restructuring.”


(g)           Article V of the Agreement is
hereby amended by adding the following new Section 5.25:


“Section 5.25.  Maintenance of Certain Insurance Policies.
Each of the Sellers hereby agrees that in connection with, and in consideration
for, the Purchaser and MCRLP consummating the transactions contemplated by this
Agreement, the Sellers shall purchase extended reporting periods under the
following insurance policies upon the current expiration of the policies or, if
proposed by the Sellers and agreed to by the Purchaser and MCRLP, the earlier
cancellation of such policies. Such extended reporting periods shall be for the
number of years noted below and shall include coverage for all of the entities
which are listed on the current policies held by the Sellers. If the policies
do not currently specifically name all of the entities being acquired by the
Purchaser or its designee as insureds, the Sellers shall use its commercially
reasonable efforts, including payment of any additional premiums in commercially
reasonable amounts, to amend such policies to specifically include all such
entities and evidence of same shall be provided prior to any termination or a
cancellation of the policies being requested by or on behalf of the Sellers:




	
  Insurance Policy

  	
   

  	
  Additional
  Term

  
	
  Directors and Officers Liability including
  Employment Practices Liability Policy

  	
   

  	
  6 Years

  
	
  Employed Lawyers Coverage

  	
   

  	
  3 Years

  
	
  Fiduciary Liability Coverage

  	
   

  	
  1 Year

  
	
  Miscellaneous Professional Liability

  	
   

  	
  3 Years

  
	
  Contractors Pollution and Errors and Omissions
  Coverages

  	
   

  	
  3 Years

  






 



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(g)           Exhibit I to this Amendment is
hereby added as a new Exhibit I to the Agreement.


(h)           Exhibit J to this Amendment is
hereby added as a new Exhibit J to the Agreement.


(i)          Attached as Exhibit K to this
Amendment are additional Disclosure Schedules which for all purposes of the
Agreement shall be incorporated into the Disclosure Schedule to the Agreement.


Section 2.               Assignment. This Amendment
may not be assigned by operation of Law or otherwise without the prior express
written consent of the Sellers, and the Purchaser or MCRLP which consent may be
granted, conditioned, delayed or withheld in the sole discretion of the Sellers
or the Purchaser or MCRLP, as the case may be. Notwithstanding the foregoing,
the Purchaser may assign any or all of its interests in this transaction to one
or more Affiliates, provided, that any such assignment shall not relieve
the Purchaser from its obligations hereunder.


Section 3.               Entire Agreement. This Amendment
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and undertakings,
both written and oral, between the Purchaser, MCRLP and the Sellers with
respect to the subject matter hereof. Except as amended by this Amendment, the
Agreement shall continue in full force and effect.


Section 4.               Severability. If any term
or other provision of this Amendment shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Amendment or the validity or
enforceability of this Amendment in any other jurisdiction.


Section 5.               Counterparts. This
Amendment shall not be effective or binding until such time as it has been
executed and delivered by all parties hereto. This Amendment may be executed
and delivered (including by facsimile transmission or portable document format
(PDF)) in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original,
but all of which taken together shall constitute one and the same agreement.


Section 6.               Governing Law. This
Amendment and all others arising out of or relating to this Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware.


[SIGNATURE PAGE
FOLLOWS]



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IN WITNESS WHEREOF, the
Purchaser, MCRLP and the Sellers have executed or caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first written above.


	
   

  	
  MACK-CALI REALTY ACQUISITION CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitchell E. Hersh

  
	
   

  	
  Name: Mitchell E. Hersh

  
	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MACK-CALI REALTY L.P.,

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  SCG HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stanley C. Gale

  
	
   

  	
  Name: Stanley C. Gale

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  STANLEY C. GALE

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Stanley C. Gale

  




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EXHIBIT I


PRINCETON
FORRESTAL VILLAGE


Section 1.               Acquisition
of The Gale PFV Investor Company, L.L.C.


(a)           The parties acknowledge that The Gale
PFV Investor Company, L.L.C., a Delaware limited liability company (“PFV”), has been identified as an Excluded Asset. The parties
agree that, notwithstanding that PFV has been identified as an Excluded Asset,
PFV shall be indirectly acquired by the Purchaser at the Closing in connection
with the transactions contemplated hereby. In connection with such acquisition,
the Purchaser shall pay to the Sellers an amount equal to One Million Seven
Hundred Seventy Four Thousand Five Hundred Dollars ($1,774,500) by wire
transfer in immediately available funds to the Purchase Price Bank Account at
the Closing (the “PFV Cash Consideration”).


(b)           As additional consideration for the
acquisition of PFV, each of the parties agrees that, at the Closing, SG and The
Gale Company L.L.C. shall, and the Purchaser and MCRLP shall cause The Gale
Company L.L.C to, enter into an Amended and Restated Limited Liability Company
Operating Agreement of PFV (the “PFV Operating Agreement”),
substantially in the form attached hereto as Exhibit J.


Section 2.               Additional Representations and
Warranties.  Each of the Sellers,
jointly and severally, hereby represents and warrants to the Purchaser and
MCRLP as follows:


(a)           Ownership.


(i)            The Gale Company, L.L.C. has good
and marketable title to, and is the lawful record and beneficial owner of, 100%
of the outstanding membership interests of PFV, free and clear of all
Encumbrances other than Permitted Encumbrances.


(ii)           The Gale PFV Investor Company, L.L.C.
has a 50% Percentage Interest in GMW Village Associates, LLC; GMW Village
Associates, LLC has a 20% interest in distributions, net cash flow and cash
proceeds of GE/Gale Funding LLC; and GE/ Gale Funding LLC is the sole owner of
PF Village LLC.


(iii)          To the actual knowledge of the
Sellers, PF Village LLC is the sole ground lessee of the Princeton Forrestal
Village property, located at Block 3, Lot 3.10, Village Road  and US Route #1, Princeton, New Jersey (the “PFV Property”) as well as the improvements
thereon.


(b)           The execution, delivery and
performance of this Exhibit by the Sellers does not and will not (a) violate,
conflict with or result in the breach of the certificate of formation or
operating agreement (or similar organizational documents) of any Seller, (b) conflict
with or violate, in any material respect, any Law or Governmental Order
applicable to such Sellers or (c) except as would not adversely affect the
ability of any Seller to carry out its obligations under, and to consummate the
transactions contemplated by, this Agreement and



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assuming the consents
identified in Section 2(d) shall have been obtained, conflict with,
violate or breach any agreement to which such any Seller is a party.


(c)           Litigation.
Other than as set forth on Section 3.09 of the Disclosure Schedule to the
Agreement, to the actual knowledge of SG, there are no lawsuits or proceedings
pending or threatened in writing which would have a material adverse effect on
the PFV Property other than claims fully covered by insurance.


(d)           Consents.
No consent of any third party is required to be obtained in order for the
Sellers to consummate the transactions contemplated by this Exhibit I,
other than the consents of IXIS Real Estate Capital, Tigerbaum Partners, LLC
and E&M at Princeton Forrestal, LLC.


(e)           Entity
Status. PFV has at all times been classified and treated as a partnership
or disregarded entity and not as an association taxable as a corporation for
federal income tax purposes in each state and local jurisdiction in which it
files Tax Returns.


(f)            Documents.
The Sellers have delivered or made available to the Purchaser and MCRLP true
and complete copies (in either paper or electronic form) of the organizational
documents of PFV (the “Organizational Documents”). The Organizational
Documents are true, complete and correct in all material respects, and
constitute all of the material documents, agreements and instruments with
respect to the formation, governance, management and organization of PFV.  The Organizational Documents have not been
amended, modified, supplemented, terminated or otherwise changed.


(g)           Leases.True,
accurate and complete copies of the leases in place at the PFV Property (the “Leases”)
have been provided or made available to the Purchaser and MCRLP. Except as
disclosed in writing to the Purchaser or MCRLP, (i) the Sellers have not
received any material written notice of default by the applicable landlord
under any Lease which remains uncured and (ii) the Sellers have not given
or received any written notice of default by the applicable tenant under any
Lease which remains uncured. The Leases are valid and bona fide obligations of
the landlord thereunder and are in full force and effect. Except as expressly
set forth in the Leases, no tenant is entitled, now or in the future, to any
concession, rebate, offset, allowance or free rent for any period, nor has any
such claim been asserted in writing by any tenant.


(h)           Capital
Contribution. The Purchaser will not have any obligation to make a capital
contribution to PFV attributable to leasing commissions, tenant improvement
costs and any other leasing costs for leases in place at PFV except that the
Purchaser may be required to make such capital contributions to PFV
attributable to leasing commissions, tenant improvement costs and any other
leasing costs arising from any extension or expansion of any premises leased by
PFV.


(i)            Liabilities.
There are no Liabilities of any Seller of any nature which relate to PFV or the
PFV Property other than the Liabilities (a) expressly set forth in the
Disclosure Schedule to the Agreement, (b) otherwise permitted to be
incurred under the



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Agreement, other than
such Liabilities which would not have a material adverse effect on PFV or (c) which
are not otherwise covered by the reserves of PFV.


(j)            Compliance.
Except as would not adversely affect the ability of such Seller to carry out
its obligations under, and to consummate the transactions contemplated by, this
Exhibit I, each Seller is in compliance, in all material respects, with
all laws, regulations and agreements applicable to such Seller, including any
applicable agreement to which such Seller is a party or is subject or which is
binding upon it or the PFV Property.


(k)           Leasing
Commissions; Tenant Improvements.  To
the actual knowledge of SG, there are no obligations for leasing commissions or
tenant improvements affecting the PFV Property which have not been provided to
or made available to the Purchaser and MCRLP.


(l)            Environmental.
To the actual knowledge of SG, the Sellers have not received written notice
from a Governmental Authority of a violation of any Environmental Law with
respect to the PFV Property that has not been cured.


(m)          Zoning.
To the actual knowledge of SG, none of the Sellers has received written notice
from any Governmental Authority of (i) any pending, threatened or
contemplated annexation or condemnation proceedings, or private purchase in
lieu thereof, materially adversely affecting or which may materially adversely
affect the PFV Property, (ii) any proposed or pending proceeding to
materially adversely change or redefine the zoning classification of all or any
part of the PFV Property, (iii) any proposed or pending special
assessments affecting the PFV Property or any portion thereof, (iv) any
penalties or interest due with respect to real estate taxes assessed against
any the PFV Property, and (v) any proposed change(s) in any road or
grades with respect to the roads providing a means of ingress and egress to the
PFV Property.


(n)           Tax
Certiorari Proceedings. To the actual knowledge of SG, there are no pending
proceeds for tax certiorari with respect to the PFV Property.


(o)           Private Letter Rulings. To the
actual knowledge of SG, none of the 
Sellers are subject to any private letter ruling of the Internal Revenue
Service or comparable rulings of another taxing authority.


(p)           Indebtedness.
Except for the IXIS Real Estate Capital Mortgage Loan, PFV does not have any
indebtedness for borrowed money and PFV has not guaranteed the debt of any
other person or entity.


(q)           Surveys.
To the actual knowledge of SG, Schedule 2(q) sets forth all current
surveys with respect to the PFV Property that are in the possession or control
of the Sellers. Complete copies of the surveys listed on Schedule 2(q) have
been provided or made available to the Purchaser.


(r)            Due
Diligence Information. SG has no actual knowledge that any information made
available to the Purchaser and MCRLP by the Sellers in connection with the
transactions contemplated by this Agreement is not the true, accurate and
complete understanding of SG, in all material respects, relating to PFV.



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Section 3.      Additional Indemnification.


(a)           Survival of Representations and
Warranties. The representations and warranties contained in this Exhibit I
shall survive for a period of nine (9) months after the Closing; provided,
that any claim made with reasonable specificity by the party seeking to be
indemnified within the time periods set forth in this Section 3 shall
survive until such claim is finally and fully resolved. Notwithstanding the
foregoing, (i) the representations and warranties contained in Section 2(d) shall
survive the Closing for a period of three (3) years after the Closing, and
(ii) the representations and warranties contained in Sections 2(a) and
2(e) of this Exhibit I shall survive the Closing indefinitely,
subject only to any applicable statute of limitations.


(b)           Indemnification
by the Sellers. Subject to Section 3(c) hereof, the Purchaser
Indemnified Parties shall be indemnified and held harmless by the Sellers,
jointly and severally, for and against all Losses arising out of or resulting
from the breach of any representation or warranty made by the Sellers contained
in this Exhibit I.


(c)           Limits
on Indemnification. Notwithstanding anything to the contrary contained in
this Exhibit I, other than claims arising out of or resulting from the
breaches of representations and warranties set forth in Sections 2(a) and
2(d) of this Exhibit I:  (i) the
Sellers shall not be liable for any claim for indemnification pursuant to Section 3(b),
unless and until the aggregate amount of indemnifiable Losses which may be
recovered from the Sellers equals or exceeds an amount equal to .05% of the PFV
Cash Consideration, after which the Sellers shall fully indemnify the other
party for the total of such Losses and (ii) the maximum amount of
indemnifiable Losses which may be recovered from the Sellers arising out of or
resulting from the causes set forth in Section 3(b) shall be an
amount equal to 10% of the PFV Cash Consideration. No party hereto shall have
any liability under any provision of this Exhibit I for any punitive
damages.


(d)           Other
than as expressly set forth in this Section 3, all provisions of Article VIII
of the Agreement shall apply to this Exhibit I with full force and effect.



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