Exhibit 10.4


 


FIRST AMENDMENT TO


AGREEMENT OF SALE AND PURCHASE


 


[KEMBLE PLAZA II- 412 MT. KEMBLE
AVENUE, MORRIS TOWNSHIP, NJ]


 


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 KEMBLE
PLAZA II 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 MC agreed to purchase that certain parcel or parcels of real property
located at Kemble Plaza II, 412 Mt. Kemble Avenue, Morris Township, New Jersey
and that certain parcel containing approximately 25 acres commonly known as Lot
15, Block 23.02, 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.  Section 2.1(a)(vi)
of the Contract is amended by adding the words, “(including, but not limited to
cafeteria 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 to the Purchaser’s title company an affidavit and
indemnification agreement, which agreement shall, among other things provide
that (i) the Skyline Credit Union License will continue after closing solely as
obligations of Seller and affecting only premises leased by Seller; (ii) the
Seller will cause the Skyline Credit Union License to terminate at or before
the expiration of the Seller’s lease; and (iv) 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 Skyline Credit Union License.


 


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
additional subsection:


 


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


 


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.


 


[Remainder of page is intentionally
left blank.]


 


 


2

















 


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

  	
  KEMBLE PLAZA II
  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

  
						



 


3