EXHIBIT 10.93


SECOND
AMENDMENT TO AGREEMENT OF SALE AND PURCHASE


THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND
PURCHASE (“Amendment”) made this 15th 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”), and that certain First Amendment to
Agreement of Sale and Purchase entered into as of September 6, 2006 (the “First Amendment”, and together with
the Original Agreement, the “Purchase 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 Purchase 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 Original Agreement.


2.             The obligation of Purchaser to consummate the
transaction hereunder shall be subject to the fulfillment on or before the
Closing Date of all of the following conditions, any or all of which may be
waived by Purchaser in its sole discretion:


a.             Title
Company shall be irrevocably
and unconditionally committed to issue the Title Policy (or title policies) in
the form of proforma policies issued by Title Company from September 14, 2006,
to September 18, 2006.


b.             With respect to the ground lease for the Property
located at 400 South Colorado, Purchaser shall have received an estoppel
certificate as contemplated in the 1983 Addendum to such ground lease signed by
the ground lessor thereunder, dated not more than forty-five (45) days prior to
Closing (unless the Scheduled Closing Date has been extended by Purchaser
pursuant to the Original Agreement) and indicating, to the knowledge of the
ground lessor, that there are no uncured defaults under such ground
lease by the ground lessee thereunder (the “Ground
Lease Estoppel”).  In the
event that on or before Closing Purchaser shall have not received the Ground
Lease Estoppel, Purchaser shall have the option to terminate the Purchase
Agreement with respect to 400 South Colorado upon notice to Seller.  In the event that Purchaser terminates the
Purchase Agreement with respect to 400 South Colorado, the Purchase Price will









 



be reduced by $12,306,973 (i.e., the product of (i)
$98.13 per square foot, and (ii) 125,415 square foot of space), notwithstanding
the allocated purchase price for such property set forth on Exhibit K of the Original Agreement.


3.             Subject
to the limitations of Section 8.3 of the Original Agreement, Seller represents
and warrants to Purchaser the following:


a.             With respect to the property located at 303 South
Technology Court B (also called Interlocken 1-B), Broomfield, Broomfield
County, Colorado, to Seller’s Knowledge, Interlocken, Ltd., a Colorado limited
partnership (“Interlocken”), did not
exercise its repurchase option under that certain Special Warranty Deed dated
June 20, 1996, executed by Interlocken in favor of Pacifica Development
Properties II Limited Liability Company, a Colorado limited liability company,
as of June 20, 1996, and recorded on June 25, 1996, in the Official Records of
Boulder County, Colorado, as Reception No. 01620061.


b.             With respect to the property known as Hill Top Land Site
(2) located in Littleton, Colorado, under that certain Second Amended and
Restated Declaration of Covenants, Conditions and Restriction of South Park
dated as of June 26, 1995, recorded on July 13, 1992, in Book 6538, Page 604,
of the Official Records of Arapahoe County, Colorado, to Seller’s Knowledge,
the “Declarant” thereunder has not exercised the repurchase right described in
Article 5 thereof.


4.             With respect to those title
exceptions for which Purchaser requested a “Title Estoppel” in that certain
letter dated as of September 6, 2006 from Barbara J. Jurgens at Pircher,
Nichols & Meeks to Mack-Cali Realty Corporation (the “Estoppel
Exceptions”), Seller shall use commercially reasonable efforts
to assist Purchaser in obtaining an estoppel certificate and/or certificates of
compliance containing no statement of any unpaid assessment or material
default; provided, however, that the failure to obtain any Title Estoppel shall
not constitute the failure to satisfy a condition precedent to Closing. In the
event that Seller and Purchaser are unable to obtain any Title Estoppel, Seller
shall provide a representation and warranty to Purchaser at Closing, that (i) there
are no unpaid assessments or other payments due and owing pursuant to the
relevant recorded document, (ii) Seller has received no written notice of any
material default or breach under the applicable Estoppel Exception, and (iii)
to Seller’s knowledge, there is no material default or breach under the
applicable Estoppel Exception. The foregoing representation and warranty shall
be subject to the limitations of
Section 8.3 of the Original Agreement


5.             Subject to Section 2 above, Purchaser hereby
acknowledges that it has completed its title and survey review and waived its
right to terminate the Purchase Agreement pursuant to Section 6.3 of the
Original Agreement


6.             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.









 



7.         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.


8.         Except
as amended hereby, the Purchase 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 Chief Executive Officer