EXHIBIT 10.1


AMENDMENT
NO. 8 TO MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT


AMENDMENT No. 8 (this “Amendment”),
dated as of May 23, 2007, to the Membership Interest Purchase and Contribution
Agreement (the “Agreement”), dated as of March 7, 2006, as amended, by
and among Mr. Stanley C. Gale (“SG”), SCG Holding Corp., a Delaware
corporation (“SCG” and together with SG, the “Sellers”),
Mack-Cali Realty Acquisition Corp., a Delaware corporation, or its designee
(the “Purchaser”), and Mack-Cali Realty, L.P., a Delaware limited
partnership (“MCRLP”). 
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Agreement.


RECITALS:


WHEREAS,
the Purchaser acquired the Membership Interests from Sellers pursuant to the
Agreement on May 9, 2006;


WHEREAS, Purchaser and
Sellers have on going obligations under the Agreement;


WHEREAS, Purchaser and
Sellers have entered into that certain letter agreement, dated as of March 23,
2007, regarding the Closing Statement of Working Capital and Purchase Price
Adjustment (the “Working Capital Letter”);


WHEREAS, pursuant to and
in accordance with Section 10.7 of the Agreement, the parties wish to amend the
Agreement as set forth in this Amendment;


NOW, THEREFORE, in
consideration of the rights and obligations contained herein, and for other
good and valuable consideration, the adequacy of which is hereby acknowledged,
the parties agree as follows:


Section 1.               Amendments to the Agreement.


(a)           Section 1.01 of the Agreement is
hereby amended by adding the following definition:


 “Working Capital Letter” means that
certain letter agreement, dated as of March 23, 2007, regarding the Closing
Statement of Working Capital and Purchase Price Adjustment.”


(b)           Section 2.02(c) of the Agreement is
hereby amended by deleting the entire text thereof and replacing it with the
following:













 


“As additional
consideration for the Membership Interests, the Purchaser agrees to pay, and
MCRLP agrees to cause the Purchaser to pay, an aggregate amount of Fourteen Million
Dollars ($14,000,000) which shall be paid in the amounts and on the dates set
forth below:


	
  

  	
  May 31, 2007

  	
  $8 million less
  the Working Capital 

  
	
   

  	
   

  	
  Payment (as
  defined in the Working Capital

  
	
   

  	
   

  	
  Letter).

  
	
   

  	
   

  	
   

  
	
   

  	
  May 9, 2008

  	
  $3 million

  
	
   

  	
   

  	
   

  
	
   

  	
  May 9, 2009

  	
  $3 million

  



 


The Purchase Price shall
be deemed to include and shall be increased by the amounts payable pursuant to
this Section 2.02(c).”


(c)           Exhibit D to the Agreement is hereby
deleted in its entirety.


Section 2.               Amendment to Working Capital
Letter.  The Working Capital Letter
is hereby amended by accelerating to May 31, 2007 the date upon which the
Sellers are required to make the Working Capital Payment.  In addition, the parties acknowledge that the
Working Capital Payment shall be satisfied upon the payment to the Sellers of
the May 31, 2007 payment specified in Section 1(b) of this Amendment.


Section 3.               Assignment.  This Amendment may not be assigned by
operation of Law or otherwise without the prior express written consent of the
Sellers, and the Purchaser or MCRLP which consent may be granted, conditioned,
delayed or withheld in the sole discretion of the Sellers or the Purchaser or
MCRLP, as the case may be. 
Notwithstanding the foregoing, the Purchaser may assign any or all of
its interests in this transaction to one or more Affiliates, provided,
that any such assignment shall not relieve the Purchaser from its obligations
hereunder.


Section 4.               Entire Agreement.  This Amendment constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral,
between the Purchaser, MCRLP and the Sellers with respect to the subject matter
hereof.  Except as amended by this
Amendment, the Agreement shall continue in full force and effect.


Section 5.               Severability.  If any term or other provision of this
Amendment shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Amendment or the validity or enforceability of this
Amendment in any other jurisdiction.


Section 6.               Counterparts.  This Amendment shall not be effective or
binding until such time as it has been executed and delivered by all parties
hereto.  This Amendment may be executed
and delivered (including by facsimile transmission or portable document format
(PDF)) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same
agreement.



 2
 









 


Section 7.               Governing Law.  This Amendment and all others arising out of
or relating to this Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.


[SIGNATURE PAGE
FOLLOWS]



 3
 









 


IN WITNESS WHEREOF, the
Purchaser, MCRLP and the Sellers have executed or caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first written above.


	
  

  	
   

  	
  MACK-CALI REALTY ACQUISITION CORP.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitchell
  E. Hersh

  	
   

  
	
   

  	
   

  	
  Name: Mitchell E. Hersh

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MACK-CALI REALTY L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Mack-Cali Realty Corporation,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mitchell
  E. Hersh

  	
   

  
	
   

  	
   

  	
  Name: Mitchell E. Hersh

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCG HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stanley
  C. Gale

  	
   

  
	
   

  	
   

  	
  Name: Stanley C. Gale

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STANLEY C. GALE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Stanley
  C. Gale

  	
   

  
								



 



 4