Exhibit 10.2


 


FIRST AMENDMENT TO


AGREEMENT OF SALE AND PURCHASE


 


[30 KNIGHTSBRIDGE, PISCATAWAY, NEW
JERSEY]


 


THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “First
Amendment”) made and entered into this 1st day of June, 2004, by and
between KNIGHTSBRIDGE
REALTY L.L.C., a limited liability company organized under the laws
of the State of New Jersey, having an address at 11 Commerce Drive, Cranford,
New Jersey 07016 (“Purchaser”) 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 (“Seller”). (Purchaser
and Seller are hereinafter referred to collectively as the “Parties”.)


 


RECITALS:


 


A.            Mack-Cali
Realty Corporation, a Maryland corporation (“MC”) and Seller entered into
that certain Agreement of Sale and Purchase Real Estate dated April 2,
2004 (hereinafter referred to as the “Contract”), wherein Seller agreed to sell
and Purchaser agreed to purchase that certain parcel or parcels of real
property located at 30 Knightsbridge, Piscataway, New Jersey as more
particularly described in Exhibit A to the Contract (“Property”).


 


B.            MC
assigned its interest in the Contract to Purchaser by Assignment and Assumption
of Contract of Sale dated May 28, 2004.


 


C.            Purchaser
and Seller 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 2.1
Agreement.


 


(a)           Section 2.1(a)(iii)
of the Contract is hereby amended by adding the following after the word
“Improvements” in the last line of the subsection: “including, but not limited
to the warranties of Honeywell International, Inc. (“Honeywell”), Warranty numbers


 

















 


N0220990504 and
N0220000525 dated March 2, 2000 and August 10, 2001, respectively
(collectively, the “Roof Warranty”).  Seller agrees, at its own cost expense, to
promptly take all actions required to transfer the roof to Purchaser,
including, but not limited to, providing the required notice of transfer of the
roof warranty to Honeywell, paying any required transfer fee, and making any
maintenance or repairs required by Honeywell as a condition to warranty
transfer, to the extent the cost of such required maintenance or repair exceeds
$10,600.  This obligation shall survive
closing of title.”


 


(b)  Section 2.1(a)(vi) of
the Contract is amended by adding the words, “(including, but not limited to
conference room, cafeteria and fitness center furniture, fixtures and
equipment)” immediately after the word “furniture” in the third line of the
subsection.  Section 2.1 (a)(vi) is
further amended by adding the following: “Seller represents and warrants that
it has sole title to the Furniture free of security interests, liens and
encumbrances.  Seller agrees to
indemnify and hold Purchaser harmless against any claims of title to or liens
or security interests against the Furniture. 
The foregoing representation and indemnity shall be reaffirmed in the
bill of sale and shall survive Closing of title.”


 


3.             Section 2.4
Licenses. Section 2.4 of the Contract is amended by adding a new
subsection (d) as follows:


 


(d)  Seller
agrees to deliver at Closing a representation to the Purchaser’s title company
an affidavit and indemnification agreement, which agreement shall, among other
things provide that (i) the Thomson Financial License Agreement and the other
Excluded Agreements will continue after closing solely as obligations of Seller
and affecting only premises leased by Seller; (ii) the Seller will cause the
Excluded Agreements to terminate at or before the expiration of the Seller’s
lease; and (iii) the Seller will indemnify and hold the title company harmless
from and against any loss, damage, claim, liability, loss, cost or expense
(including, but not limited to, reasonable attorneys’ fees) resulting from the
Excluded Agreements.


 


4.             Section 3.1.
Purchase Price. Section 3.1 of the Contract is hereby amended and
restated as follows: “The purchase price for the Property (the “Purchase
Price”) shall be Six Million Four Hundred Thirty Two Thousand Five
Hundred Dollars ($6,432,500.00) in lawful currency of the United States of
America, payable as provided in Section 3.2.”


 


5.             Section 5.5.
Environmental Indemnification. 
Section 5.5 of the Agreement is amended to include the following
two additional subsections:


 


(c)  Seller has
installed or will install one or more monitoring wells to investigate possible
groundwater contamination on the Property. Seller agrees that it shall be
solely responsible, at its own sole cost and expense, for investigation and
remediation of such groundwater contamination, if any, in accordance with the
provisions of the Lease and applicable law.


 


(e)  The
provisions of this Section 5.5 shall survive Closing of Title.


 


2

















 


6.             Section 7.2
Violations.  Section 7.2 of the
Contract is amended by adding the following to the end of the Section:  “Nothing in this Agreement is intended to in
any way relieve Seller from or otherwise affect Seller’s obligation to cure
existing and future Violations as provided in the Lease.”


 


7.             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.


 


8.             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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left blank.]


 


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


 


	
  Date Executed:

  	
  SELLER:

  
	
   

  	
   

  
	
  June 1,
  2004

  	
  AT&T CORP.,
  a New York corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack
  Colasurdo

  	
   

  
	
   

  	
  Name:

  	
  Jack Colasurdo

  
	
   

  	
  Title:

  	
  Global Real
  Estate Director

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
  June 1,
  2004

  	
  KNIGHTSBRIDGE
  REALTY, L.L.C.

  
	
   

  	
  a New Jersey
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CDECRE, Inc., an
  Illinois corporation, 

  
	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mitchell E. Hersh

  	
   

  
	
   

  	
  Name:

  	
  Mitchell E.
  Hersh

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 


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