EXHIBIT 10.92


FIRST
AMENDMENT TO AGREEMENT OF SALE AND PURCHASE


THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
(“Amendment”) made this 6th day of
September, 2006 by and between MACK-CALI REALTY, L.P., a limited partnership
organized under the laws of the State of Delaware having an address c/o
Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 (“Seller”) and WESTCORE PROPERTIES
AC, LLC, a limited liability company organized under the laws of the State of
Delaware having an address at 4445 Eastgate Mall, Suite 210, San Diego,
California 92121(“Purchaser”).


WITNESSETH:


WHEREAS, Seller and Purchaser have entered into a
certain Agreement of Sale and Purchase, dated August 3, 2006 (the “Original Agreement”), with respect
to the sale and purchase of real property situated in Colorado as more fully
set forth in the Original Agreement.


WHEREAS, the Seller and Purchaser have agreed to amend
the Original Agreement as more fully set forth hereinbelow;


NOW, THEREFORE, in consideration of the mutual
promises, covenants, and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser agree as follows:


1.         Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Agreement.


2.         At
closing, Seller shall provide to Purchaser a seller support credit against the
Purchase Price in the amount of One Million Dollars ($1,000,000.00).


3.         At
400 South Colorado, a portion of Seller’s right, title and interest in and to
the real property is held pursuant to a ground lease (the “Ground Leased Premises”).  The term of the ground lease is scheduled to
expire on March 31, 2018.  At the same
property, a portion of the demised premises leased by Wells Fargo Bank, N.A. (“Wells Fargo”) is situated on the
Ground Leased Premises.  The lease with
Wells Fargo (the “Wells Fargo Lease”)
expires on July 31, 2010, subject to two five-year extension options.  At Closing, Seller shall place the sum of
$250,000.00 in escrow with Escrow Agent, to be held in an interest-bearing
account until the earlier to occur of (i) Seller arranging, at no cost to
Purchaser, for an amendment to the Wells Fargo Lease so as to make all
extension option term or terms covering any portion of the Wells Fargo demised
premises that is situated on the Ground Leased Premises co-terminus with (and
not extending beyond) the term of the ground lease; or (ii) ninety (90) days
after Closing.  In the event that the
event described in clause (i) above occurs on or before ninety days after
Closing, then the entire escrowed sum and the interest thereon shall be
promptly paid to Seller.  If the event
described in clause (i) above does not occur on or before ninety days after Closing,
then the entire escrowed sum and the interest thereon shall be promptly paid to
Purchaser.  To avoid any doubt, by way of
example, but not limitation, Seller may satisfy clause (i) above by, at no cost
to Purchaser, (a) either (I) extending the first Wells Fargo extension
option to March 31, 2018, and eliminating the second Wells Fargo Extension
Option, or (II) shortening the second Wells Fargo









 



extension option
to March 31, 2018, or (b) eliminating the portion of Wells Fargo’s demised
premises that is situated on the Ground Leased Premises from the Wells Fargo
Lease in compliance with all legal requirements.  At Closing, the parties shall enter into an
escrow agreement embodying the foregoing terms and conditions in form and
substance reasonably satisfactory to both parties and their respective counsel.


4.  Seller hereby certifies to Purchaser that the
representations, warranties and certifications set forth in Section 8.1 of the
Original Agreement are true in all material respects, except as follows:


(i)                                     Exhibit I is hereby revised to delete
the eviction proceeding against Noble Mortgage Inc. at 400 South Colorado;


(ii)                                  The
Arrearage Schedule set forth at Exhibit O of
the Original Agreement is hereby replaced by the updated Arrearage Schedule
annexed hereto and made a part hereof; and


(iii)                               At Mt. Pyramid, a third
party has a right of first refusal to acquire the property.  Seller shall promptly provide such party with
the required notice at a purchase price of $15,350,000, and in the event such
party exercises its right of first refusal, the Mt. Pyramid property shall be
eliminated from this transaction, and the Purchase Price will be reduced by
$15,350,000 (notwithstanding the allocated purchase price for such property set
forth on Exhibit K of the Original
Agreement), with the understanding that, for purposes of Article XI of the
Original Agreement, the allocated purchase price of $28,944,798 set forth on Exhibit K for four properties
located in Arapahoe County shall be revised to be $28,517,239.


THE
PARTIES AGREE THAT THIS PARAGRAPH SHALL BE DEEMED TO SATISFY THE SELLER’S
OBLIGATION SET FORTH IN THE LAST SENTENCE OF SECTION 8.3 OF THE ORIGINAL
AGREEMENT.


5.         Purchaser
hereby acknowledges that it has completed its due diligence investigations to
its satisfaction and waives its right to terminate the Original Agreement
pursuant to Section 5.3(c) thereof.


6.         In Section 6.3(a) of the Original Agreement, the ten-day
period within which Purchaser shall elect to either terminate the Agreement
(and receive a refund of the Earnest Money Deposit together with the interest
accrued thereon), or waive such Title Defect and proceed to Closing, is hereby
reduced to five (5) days.


7.         Whenever
required by the context of this Amendment, the singular will include the plural
and the masculine will include the feminine and vice versa.  This Amendment will not be construed as if it
had been prepared by one of the parties, but rather as if both parties had
prepared the same.  All exhibits and
schedules referred to in this Amendment are attached and incorporated by this
reference, and any capitalized term used in any exhibit or schedule which is
not defined in such exhibit or schedule will have the meaning attributable to
such term in the body of this Amendment.









 



8.         This
Amendment may be executed in multiple counterparts, each of which, when
assembled to include a signature for each party contemplated to sign this
Amendment, will constitute a complete and fully executed Amendment.  All such fully executed counterparts will
collectively constitute a single agreement. 
If a party to this Amendment delivers via telecopier or pdf e-mail a
copy of this Amendment executed by such party, it shall have the same legal
effect as the delivery of an original executed counterpart of the Amendment.


9.         Except
as amended hereby, the Original Agreement continues unmodified and in full
force and effect.


IN WITNESS WHEREOF, Seller and
Purchaser have respectively executed this Amendment as of the Effective Date.


	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  WESTCORE
  PROPERTIES AC, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Donald Ankeny

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Donald Ankeny

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  MACK-CALI
  REALTY, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mack-Cali Realty
  Corporation,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mitchell E. Hersh

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Mitchell E. Hersh

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President and CEO