FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE [30 KNIGHTSBRIDGE, PISCATAWAY, NEWJERSEY]

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.

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

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