Exhibit 10.6


 


FIRST
AMENDMENT TO MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT


 


THIS FIRST AMENDMENT TO MASTER ASSIGNMENT AND
ASSUMPTION AGREEMENT (“Agreement”) made this 1st day of June, 2004
by and between and AT&T Corp., a corporation organized under the laws of
the State of New York, having an address at 55 Corporate Drive, Bridgewater,
New Jersey 08807 (“Assignor”), and MACK-CALI REALTY
CORPORATION, a Maryland corporation, having an address at 11 Commerce Drive,
Cranford, New Jersey 07016 (“Assignee”).


 


RECITALS:


 


A.            Assignee and Assignor entered into that
certain Master Assignment and Assumption Agreement dated April 2, 2004
(hereinafter referred to as the “Contract”), wherein Assignor agreed to
assign and Assignee agreed to accept assignment of leasehold interests under
certain Leases, as more particularly defined in the Contract.


 


B.            Assignee and Assignor are desirous of
modifying and amending the terms and conditions of the Contract only as set
forth in this First Amendment.


 


NOW, THEREFORE, in consideration of the
premises and the mutual promises and covenants contained herein, the parties,
each intending to be legally bound hereby, agree as follows:


 


1.             Previously Defined Terms; Conflict.


 


(a)           All of the capitalized
terms not expressly defined in this First Amendment shall have the meanings
ascribed to such terms in the Contract.


 


(b)           All references to “this
Agreement” in the Contract shall be deemed to mean the Contract as supplemented
and amended by this First Amendment. 
The Contract and this First Amendment shall be collectively referred to
as the “Agreement”.  In the event of any conflict or
inconsistency between the Contract and this First Amendment, this First
Amendment shall control.


 


2.             Section 1.  Agreement.


 


(a)  Section 1(g)(ii) of the Contract is amended
by changing the period after the word “subleasing” in the fifth (5th)
line of the section to a semicolon, and adding the words “and (4) all costs and
expenses of any nature whatsoever expended by Assignee under the Teleport Lease
(including, but not limited to, the rent, additional rent and other
expenditures), whether before or after the date of the sublease.”


 


(b)  Section 1(i) of the Contract is amended to
provide that the parties shall sign at Closing a post closing adjustment letter
providing that the parties will cooperate to make such


 

















 


further corrections and adjustments to the
closing pro-rations after Closing as may be appropriate to correct errors
and/or to make further adjustments as additional or revised information becomes
available.  Without limiting the
foregoing, the parties acknowledge that the “settle-ups” for taxes and
operating expenses in several of the Properties have not occurred for one or
more years and that the settle-up for the current calendar year is not expected
to occur until 2005.  Assignor shall
remain liable for any additional amounts that become due to, and shall have the
benefit of any refunds that become due from, the various landlords for
operating expenses and/or taxes attributable to the period prior to the Closing
Date.  This provision shall survive
Closing.


 


(c)           Section l(j)(ii) of the
Contract is amended by adding the words “in lieu of consenting to the
assignment to Assignee,” after the word “if” in the first line.


 


(d)           Section 1 of the
Contract is amended to add new subsections l(p) through l(r) as follows:


 


(p)           With respect to the 437
Ridge Property, Assignor agrees that it shall be solely responsible, at its
cost and expense, for any restoration or removal required with respect to
communications cables or other equipment or facilities connecting the 437 Ridge
Property to other buildings in the complex. 
The parties further acknowledge that the 437 Ridge Property is not
separately metered for utilities from the other buildings in the complex, which
are presently occupied by Assignor or its affiliates, and will not be
separately metered until February 2005. 
Until such time as the 437 Ridge Property is separately metered, so long
as the 437 Ridge Property remains vacant, Assignor shall pay all the utilities
for the 437 Ridge Property.  If the 437
Ridge Property is occupied at any time prior to the time when the 437 Ridge
Property is separately metered, the parties shall seek to agree in good faith
on a fair allocation of utility costs to the 437 Ridge Property, or failing
such agreement shall allocate the utility charges based upon a survey of
utility usage by a mutually acceptable company, the charges for which shall be
split evenly between the parties.  This
provision shall survive Closing.


 


(q)           With respect to the 290
Davidson Lease, to the extent that the Assignee is required to pay to the
landlord and/or otherwise expend more than $750,000 during the initial term of
the 290 Davidson Lease for (i) repair and/or replacement of the HVAC system,
(ii) capital expenditures for building systems; and (iii) other capital
expenditures for major items (i.e., structural, ceilings, lights, parking
areas, etc.), whether during or after the term of this Sublease, Assignor
agrees to pay to Assignee an amount equal to fifty (50%) percent of the excess
above $750,000.  This obligation shall
survive the closing and the expiration or earlier termination of the Sublease.


 


(r)            With respect to the
290 Davidson Property, Assignor does not believe that it has received written notice
from the Landlord prior to June 1, 2004 that Assignor has failed to perform its
obligations as tenant under the 290 Davidson Lease to maintain the recreational
building roof.  If Assignee obtains
written evidence that such belief is incorrect, then Assignor shall be
responsible for any claims of the Landlord related to or arising out of that
failure.  This obligation shall survive
closing and the expiration or earlier termination of the 290 Davidson Sublease.


 


2

















 


3.             Section 2(o).  Licenses, Permits and Violations.  Section 2(o) of the Contract is amended by adding the words,
“Except for those violations set forth on Schedule 2(o),” at the start of the
first sentence.


 


4.             Section 7. Miscellaneous.  Section 7(n) of the Contract is amended by
adding the following additional sentences immediately before the last sentence
of the subsection:  “Assignor represents
and warrants that it has sole title to the furniture free of security
interests, liens and encumbrances. 
Assignor agrees to indemnify and hold Assignee harmless against any
claims of title to or liens or security interests against the furniture.”


 


5.             No Other Revisions to Agreement.   Except as specifically modified and amended
by this First Amendment, all other provisions of the Contract shall remain the
same and in full force and effect.


 


6.             Counterparts.  This First Amendment may be executed in
multiple counterparts, each of which, when assembled to include an original
signature for each party contemplated to sign this First Amendment, will
constitute a complete and fully executed original.  All such fully executed original counterparts will collectively
constitute a single agreement.


 


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of page is intentionally left blank.]


 


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IN WITNESS WHEREOF, Assignor
and Assignee have respectively executed this Agreement on the date specified
below.


 


	
  Date Executed:

  	
  ASSIGNOR:

  	
   

  
	
   

  
	
  June 1, 2004

  	
  AT&T CORP., a New York corporation

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Jack Colasurdo

  	
   

  	
   

  
	
   

  	
  Name: 
  Jack Colasurdo

  	
   

  
	
   

  	
  Title: 
  Global Real Estate Director

  	
   

  
	
   

  
	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  
	
  June 1, 2004

  	
  Mack-Cali Realty Corporation, a Maryland

  	
   

  
	
   

  	
  corporation

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Mitchell E. Hersh

  	
   

  	
   

  
	
   

  	
  Name: 
  Mitchell E. Hersh

  	
   

  
	
   

  	
  Title: 
  President and Chief Executive Officer

  	
   

  
						



 


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