SECOND MODIFICATION AGREEMENT

Exhibit 10.1

SECOND MODIFICATION AGREEMENT

This SECOND MODIFICATION AGREEMENT (this “Agreement”) is made as of July 14, 2006 by and among (a) Xxxx-Xxxx Realty, L.P. (the “Borrower”), (b) the Lenders party hereto, and (c) JPMorgan Chase Bank, N.A. as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a Second Amended and Restated Revolving Credit Agreement dated as of November 23, 2004, as modified by the Extension and Modification Agreement dated as of September 16, 2005 (the “Credit Agreement”), pursuant to which the Lenders have agreed to make loans to the Borrower on the terms and conditions set forth therein; and

WHEREAS, the Borrower has requested that the Lenders make certain modifications to the Credit Agreement, and the Lenders party hereto are willing to so modify the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and fully intending to be legally bound by this Agreement, the parties hereto agree as follows:

1.           Definitions. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

2.           Modifications to Credit Agreement. As of the Effective Date (as defined in §4 hereof) the Credit Agreement is modified as follows:

2.1.       Modifications to §1.1. §1.1. of the Credit Agreement is hereby modified as follows:

2.1.1.    The definition of the term “Acquisition Property” is hereby modified by restating such definition in its entirety to read as follows:

“Acquisition Property. Any Real Estate that has been owned for fewer than six (6) fiscal quarters, unless the Borrower has made a one-time election to no longer treat such Real Estate as an Acquisition Property for purposes of this Agreement.”

-2-

2.1.2.    The definition of the term “Capitalized Unencumbered Property NOI” is hereby modified by restating such definition in its entirety to read as follows:

“Capitalized Unencumbered Property NOI. As of any date of determination with respect to an Unencumbered Property (other than an Acquisition Property), an amount equal to the Revised Adjusted Unencumbered Property NOI for such Unencumbered Property for the most recent two (2) complete fiscal quarters multiplied by two (2), with the product being divided by 8.25%, except with respect to CBD Properties, which shall be divided by 7.75%; provided that if such Unencumbered Property has been owned for fewer than two (2) complete fiscal quarters, the Revised Adjusted Unencumbered Property NOI for such Unencumbered Property shall be calculated by using the actual results for the period that such Unencumbered Property has been owned and adjusting such results for a period of two (2) complete fiscal quarters.”

2.1.3.    The definition of the term “Consolidated Capitalized NOI” is hereby modified by restating such definition in its entirety to read as follows:

“Consolidated Capitalized NOI. As of any date of determination, an amount equal to Revised Consolidated Adjusted Net Income for the most recent two (2) completed fiscal quarters multiplied by two (2), with the product being divided by 8.25%, except with respect to CBD Properties, which shall be divided by 7.75%; provided that if any Real Estate has been owned for fewer than two (2) complete fiscal quarters, the Revised Consolidated Adjusted Net Income for such Real Estate shall be calculated by using the actual results for the period that such Real Estate has been owned and adjusting such results for a period of two (2) complete fiscal quarters.”

2.1.4.    The definition of the term “Consolidated Total Capitalization” is hereby modified by restating such definition in its entirety to read as follows:

“Consolidated Total Capitalization. As of any date of determination, with respect to MCRC, the Borrower and their respective Subsidiaries determined on a consolidated basis in accordance with GAAP, the sum (without double-counting) of (a) Consolidated Capitalized NOI (other than with respect to (1) Acquisition Properties and (2) Real Estate with a negative Consolidated Capitalized NOI), plus (b) the cost of all Acquisition Properties, plus (c) the value of Unrestricted Cash and Cash

-3-

Equivalents (excluding until forfeited or otherwise entitled to be retained by the Borrower or its Subsidiaries, tenant security and other restricted deposits), plus (d) the aggregate costs incurred and paid to date by the Borrower and its Subsidiaries with respect to Construction-In-Process, plus (e) the value of Indebtedness of third parties to the Borrower and its Subsidiaries for borrowed money which is secured by mortgage liens on real estate (valued in accordance with GAAP at the book value of such Indebtedness and not then more than 90 days past due or declared by the Borrower or its relevant Subsidiary to be past due), plus (f) the actual net cash investment by the Borrower and its Subsidiaries in any Other Investments (wherein such any Other Investment (x) does not have any Indebtedness that is then more than 90 days past due or (y) has not been declared to be in default of any monetary or material monetizable obligations), plus (g) the book value of Unimproved Non-Income Producing Land plus (h) the value of Eligible Cash 1031 Proceeds; provided that the value of all permitted investments included within Consolidated Total Capitalization (other than Eligible Cash 1031 Proceeds) shall not exceed the limitations set forth in §9.8 hereof.”

2.1.5.    The following new definition shall be inserted in §1.1 immediately after the definition of “Capitalized Unencumbered Property NOI”:

“CBD Property(ies). Collectively, (a) any Real Estate listed on Schedule CBD attached hereto, (b) any improved Real Estate which is located in the borough of Manhattan in New York, New York, Jersey City, New Jersey, Washington, D.C., or San Francisco, California which is acquired after June __, 2006, and (c) any other improved Real Estate which is located in markets with characteristics similar to those identified in clause (b) and is designated by the Agent and the Borrower as a CBD Property from time to time.”

2.2.       Modification to §9.6 of Credit Agreement. §9.6 of the Credit Agreement is hereby modified by restating said §9.6 in its entirety to read as follows:

“§9.6.  Unsecured Indebtedness. As at the end of any fiscal quarter or other date of measurement, the Borrower shall not permit the ratio of (i) Consolidated Unsecured Indebtedness to (ii) the sum (the “Section 9.6 Sum”) of (a) aggregate Capitalized Unencumbered Property NOI for all Unencumbered Properties (other than (1) Acquisition Properties and (2) Unencumbered Properties with a negative Capitalized Unencumbered Property NOI), plus (b) the cost of all Unencumbered Properties which are Acquisition Properties, plus (c)

-4-

the value of all Eligible Cash 1031 Proceeds resulting from the sale of Unencumbered Properties to exceed 60%; provided that such ratio may exceed 60% from time to time so long as (x) such ratio does not exceed 65%, (y) such ratio ceases to exceed 60% within 180 days following each date such ratio first exceeded 60%, and (z) the Borrower provides a certificate in substantially the form of Exhibit O hereto to the Administrative Agent when such ratio first exceeds 60% and when such ratio ceases to exceed 60%.”

2.3.       Schedule CBD. Schedule CBD attached to this Agreement is hereby added to the Credit Agreement as Schedule CBD thereto.

3. Provisions Of General Application.

3.1.        Representations and Warranties. The Borrower hereby represents and warrants as of the date hereof that (a) each of the representations and warranties of the Borrower contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Agreement are true and correct in all material respects as of the date as of which they were made and are true and correct in all material respects at and as of the date of this Agreement (except to the extent (i) of changes resulting from transactions contemplated or not prohibited by the Credit Agreement or the other Loan Documents, (ii) of changes occurring in the ordinary course of business, or (iii) that such representations and warranties relate expressly to an earlier date), (b) no Default or Event of Default exists on the date hereof (before and after giving effect to this Agreement), and (c) this Agreement has been duly authorized, executed and delivered by the Borrower and is in full force and effect as of the Effective Date, and the agreements and obligations of the Borrower contained herein constitute the legal, valid and binding obligations of the Borrower, enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and to the fact that the availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

The Borrower hereby further represents and warrants as of the date hereof that the execution, delivery and performance of this Agreement (i) are within the authority of the Borrower, (ii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower, (iii) do not conflict with any provision of the agreement of limited partnership, any certificate of limited partnership,

-5-

the charter documents or by-laws of the Borrower or any general partner or other controlling Person thereof, (iv) do not contravene any provisions of, or constitute a default, Default or Event of Default hereunder or a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the Borrower or any of the Borrower’s properties (except for any such failure to comply under any such other agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not materially and adversely affect the condition (financial or otherwise), properties, business or results of operations of the Borrower, the Operating Subsidiaries or any Guarantor) or result in the creation of any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the properties or assets of the Borrower, the Operating Subsidiaries or any Guarantor, and (v) do not require (A) the approval or consent of any governmental agency or authority other than those already obtained, or (B) filing with any governmental agency or authority, other than filings which will be made with the SEC when and as required by law.

3.2.        No Other Changes. Except as otherwise expressly provided or contemplated by this Agreement, all of the terms, conditions and provisions of the Credit Agreement remain unaltered and in full force and effect. The Credit Agreement and this Agreement shall be read and construed as one agreement. The making of the modifications in this Agreement does not imply any obligation or agreement by the Administrative Agent or any Lender to make any other amendment, waiver, modification or consent as to any matter on any subsequent occasion. This Agreement shall be a Loan Document under the Credit Agreement.

3.3.       Governing Law. This Agreement shall be deemed to be a contract under the laws of the State of New York. This Agreement and the rights and obligations of each of the parties hereto are contracts under the laws of the State of New York and shall for all purposes be construed in accordance with and governed by the laws of such State (excluding the laws applicable to conflicts or choice of law).

3.4.        Assignment. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective permitted successors and assigns.

3.5.        Counterparts. This Agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one and the same agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.

-6-

4.           Effectiveness of this Agreement. This Agreement shall become effective on the date on which the following conditions precedent are satisfied (such date being hereinafter referred to as the “Effective Date”):

(a)         Execution and delivery to the Administrative Agent by each of the Lenders, the Borrower, the Guarantors and the Administrative Agent of this Agreement.

(b)         Execution and delivery to the Administrative Agent of (i) a certificate of each of the Borrower and MCRC confirming that there have been no changes to their respective charter documents since November 23, 2004, or (ii) if there have been changes to the Borrower’s or MCRC’s charter document since such date, a secretary’s certificate of the Borrower or MCRC certifying as to such changes.

(c)         Delivery to the Administrative Agent of an incumbency certificate of the Borrower and MCRC and of resolutions of the board of directors of MCRC authorizing this Agreement.

(d)         Payment to the Administrative Agent, for the accounts of the Agents and the Lenders, as applicable, all fees due and payable on or before the Effective Date and all expenses due and payable on or before the Effective Date, including, without limitation, reasonable attorneys’ fees and expenses and other costs and expenses incurred in connection with this Agreement.

[Remainder of page left blank intentionally]

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the date first set forth above.

XXXX-XXXX REALTY, L.P.

By: Xxxx-Xxxx Realty Corporation,

its general partner

By:/s/ Xxxxx Xxxxxxxxx

	Name:	Xxxxx Xxxxxxxxx
	Title:	Executive Vice President

and Chief Financial Officer

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Swing Lender and Fronting Bank

By:/s/ Xxxx X. Xxxxxxxxxx

Name: Xxxx X. Xxxxxxxxxx

Title: Vice President

BANK OF AMERICA, N.A.

By:/s/ Xxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxx X. Xxxxxxxx

Title: Vice President

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

By:/s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Managing Director

WACHOVIA BANK, NATIONAL ASSOCIATION

By: /s/ Xxxxxxx X. Xxxx

Name: Xxxxxxx X. Xxxx

Title: Vice President

XXXXX FARGO BANK, NATIONAL ASSOCIATION

By: /s/ Xxxxxxxxxxx X. Xxxxxx

Name: Xxxxxxxxxxx X. Xxxxxx

Title: Vice President

SUNTRUST BANK

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Vice President

PNC BANK, NATIONAL ASSOCIATION

By: /s/ J. Xxxxxxx XXxxxx

Name: J. Xxxxxxx Xxxxxx

Title: Vice President

CITICORP NORTH AMERICA, INC.

By: /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Vice President

US BANK NATIONAL ASSOCIATION

By: /s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Vice President

BANK OF CHINA, NEW YORK BRANCH

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Deputy General Manager

THE BANK OF NEW YORK

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Managing Director

CHEVY CHASE BANK, F.S.B.

By: /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: /s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Director

By:/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Assistant Vice President

MIZUHO CORPORATE BANK, LTD.

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Senior Vice President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. (Successor by merger to UFJ Bank Limited), NEW YORK BRANCH

By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx

Title: Vice President

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

By: /s/ Xxxxxx XxXxxxx

Name: Xxxxxx XxXxxxx

Title: Authorised Signatory

By: /s/ Xxxxx Xxxx

Name: Xxxxx Xxxx

Title: Authorised Signatory

COMERICA BANK

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Vice President

XXXXX XXX COMMERCIAL BANK, LTD., NEW YORK BRANCH

By: /s/ Xxx X. X. Xxxx

Name: Xxx X. X. Xxxx

Title: VP & General Manager

FIRST COMMERCIAL BANK, NEW YORK AGENCY

By: /s/ Xxxxx X. X. Xx

Name: Xxxxx X. X. Xx

Title: VP & General Manager

XXXXX XXXX BANK CO., LTD., NEW YORK AGENCY

By: /s/ Chun-Kai Hu

Name: Chun-Kai Hu

Title: VP & Deputy General Manager

THE ROYAL BANK OF SCOTLAND

By: /s/ Xxxx X. Xxxxxxxx

Name: Xxxx X. Xxxxxxxx

Title: Senior Vice President

XXX XXX COMMERCIAL BANK, NEW YORK AGENCY

By: /s/ Tei-Xxxx Xxxx

Name: Tei-Xxxx Xxxx

Title: Assistant General Manager

BANK HAPOALIM B.M.

By: /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: First Vice President

BANK HAPOALIM B.M.

By: /s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title: Vice President

Each of the undersigned Guarantors hereby acknowledges the foregoing Second Modification Agreement and reaffirms its guaranty of the Obligations (as defined in the Guaranty executed and delivered by such Guarantor) under the Credit Agreement and the other Loan Documents, each as modified hereby or in connection herewith, in accordance with the Guaranty executed and delivered by such Guarantor.

XXXX-XXXX REALTY CORPORATION

By: /s/ Xxxxx Xxxxxxxxx

	Name:	Xxxxx Xxxxxxxxx
	Title:	Executive Vice President and
		Chief Financial Officer

00 XXXXXXXX XXXXX ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

SIX COMMERCE DRIVE ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

00 XXXXXXXX XXXXX ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

CENTURY PLAZA ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

C.W. ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

D.B.C. REALTY L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

XXXX-XXXX BUILDING V ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

000 XXXXXXXX XXXXXXXX ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

ROSELAND II L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

OFFICE ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

600 PARSIPPANY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

400 XXXXX REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

XXXXXX PRINCETON ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

MONMOUTH/ATLANTIC REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

JUMPING BROOK REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

COMMERCENTER REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

MOUNT AIRY REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

300 XXXX REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

BRIDGE PLAZA REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

XXXX-XXXX CW REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

CROSS WESTCHESTER REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

ELMSFORD REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

TALLEYRAND REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

MID-WESTCHESTER REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

XXXX-XXXX MID-WEST REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

SO. WESTCHESTER REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

XXXX-XXXX SO. WEST REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

XXXX-XXXX WP REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

WHITE PLAINS REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

MOORESTOWN REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

PRINCETON CORPORATE CENTER REALTY

ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

PRINCETON OVERLOOK REALTY L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

BMP SOUTH REALTY L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

XXXXXXX REALTY L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

MOUNTAINVIEW REALTY L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

000 XXXXXXX XXXXXX L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

M-C PROPERTIES CO. REALTY L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

XXXX-XXXX EAST LAKEMONT L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

WESTAGE REALTY L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

COLLEGE ROAD REALTY L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

SKYLINE REALTY L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

XXXX-XXXX B PROPERTIES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

ONE SYLVAN REALTY L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

1717 REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

12 SKYLINE ASSOCIATES L.L.C.

By: Xxxx–Cali Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

9 CAMPUS REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

MAPLE 6 CAMPUS L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

5/6 SKYLINE REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

XXXX-XXXX XXXXXX REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXX-XXXX CAMPUS REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

	By:	Xxxx-Xxxx Realty Corporation,
		its general partner

BMP MOORESTOWN REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXX-XXXX XXXXXX ASSOCIATES L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

SYLVAN/CAMPUS REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

5 WOOD HOLLOW REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

14 COMMERCE REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

400 CHESTNUT REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

232 XXXXXXXXXXX REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXX-XXXX WILLOWBROOK COMPANY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXXX REALTY ASSOCIATES L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

1000 BRIDGEPORT REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

WEST AVENUE REALTY ASSOCIATES L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXXXX PLAZA II REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its manager

By: Xxxx-Xxxx Realty Corporation,

its general partner

KNIGHTSBRIDGE REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its manager

By: Xxxx-Xxxx Realty Corporation,

its general partner

4 GATEHALL REALTY L.L.C.

By: Xxxx-Xxxx Realty. L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

4 PARAGON REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXX-XXXX BRIDGEWATER REALTY L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXX-XXXX XXXXXXX ROAD L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXX-XXXX SHORT HILLS L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXX-XXXX WOODBRIDGE L.L.C.

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

MONUMENT 150 REALTY L.L.C.

By: Monument Holding L.L.C.,

its member

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

000 XXXXXX XXXXXX ASSOCIATES

By: XX Xxxxxx Holding L.L.C.,

its general partner

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

By: XX Xxxxxx Realty L.L.C.,

its general partner

By: Xxxx-Xxxx Realty, L.P.,

its member

By: Xxxx-Xxxx Realty Corporation,

its general partner

343 THORNALL SPE LLC

By: 343 Thornall Holding L.L.C.

its sole member

By: Xxxx-Xxxx Realty, L.P.,

its non-member manager

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXX-XXXX PROPERTIES CO.

By: Xxxx-Xxxx Sub III, Inc.,

its general partner

By: Xxxx-Xxxx Realty, L.P.

its general partner

By: Xxxx-Xxxx Realty Corporation,

its general partner

CAL-TREE REALTY ASSOCIATES L.P.

By: Xxxx–Cali Sub XV Trust

its general partner

FIVE SENTRY REALTY ASSOCIATES

L.P.

By: Xxxx–Cali Sub XV Trust

its general partner

XXXX-XXXX AIRPORT REALTY ASSOCIATES L.P.

By: Xxxx–Cali Sub XV Trust

its general partner

XXXX-XXXX PENNSYLVANIA REALTY

ASSOCIATES L.P.

By: Xxxx–Cali Sub XV Trust

its general partner

XXXX-XXXX-R COMPANY NO. 1 L.P.

By: Xxxx-Xxxx Sub XV Trust

its general partner

MAPLE 4 CAMPUS L.L.C.

By: Xxxx-Xxxx Texas Property L.P.,

its member

	By:	Xxxx-Xxxx Sub XVII, Inc.,
		its general partner

CLEARBROOK ROAD ASSOCIATES L.L.C.

By: Xxxx-Xxxx Texas Property L.P.,

its member

	By:	Xxxx-Xxxx Sub XVII, Inc.,
		its general partner

25 COMMERCE REALTY L.L.C.

By: Xxxx-Xxxx Texas Property L.P.,

its member

By: Xxxx-Xxxx Sub XVII, Inc.,

its general partner

600 HORIZON CENTER L.L.C.

By: Xxxx-Xxxx Texas Property L.P.,

its member

By: Xxxx-Xxxx Sub XVII, Inc.,

its general partner

LITTLETON REALTY ASSOCIATES L.L.C.

By: Xxxx-Xxxx Texas Property L.P.,

its member

By: Xxxx-Xxxx Sub XVII, Inc.,

its general partner

3 XXXXX REALTY L.L.C.

By: Xxxx-Xxxx Texas Property L.P.,

its member

By: Xxxx-Xxxx Sub XVII, Inc.,

its general partner

4 SENTRY REALTY L.L.C.

By: 4 Sentry Holding L.L.C.,

its member

By: Xxxx-Xxxx Texas Property L.P.,

its member

By: Xxxx-Xxxx Sub XVII, Inc.,

its general partner

3 SKY REALTY L.L.C.

By: Xxxx-Xxxx Texas Property L.P.,

its member

By: Xxxx-Xxxx Sub XVII, Inc.,

its general partner

PARSIPPANY 4/5 REALTY L.L.C.

By: Xxxx-Xxxx Texas Property L.P.,

its member

By: Xxxx-Xxxx Sub XVII, Inc.,

its general partner

6 PARSIPPANY L.L.C.

By: Xxxx-Xxxx Texas Property L.P.,

its member

By: Xxxx-Xxxx Sub XVII, Inc.,

its general partner

XXXXXX REALTY ASSOCIATES L.P.

By: Xxxx–Cali Sub VI, Inc.,

its general partner

795 FOLSOM REALTY ASSOCIATES L.P.

By: Xxxx-Xxxx Sub VI, Inc.,

its general partner

CALI HARBORSIDE (FEE) ASSOCIATES L.P.

By: Xxxx-Xxxx Sub X, Inc.,

its general partner

XXXX-XXXX PLAZA I, L.L.C. (successor by merger to Cali-Harborside Plaza I (Fee) Associates, L.P.)

By: Xxxx-Xxxx Realty, L.P., its sole member

By: Xxxx-Xxxx Realty Corporation,

its general partner

XXXX-XXXX PROPERTY TRUST

300 HORIZON REALTY L.L.C.

By: Xxxx-Xxxx Property Trust,

its member

HORIZON CENTER REALTY ASSOCIATES L.L.C.

By: Xxxx–Cali Property Trust,

its member

M-C CAPITOL ASSOCIATES L.L.C.

By: Xxxx–Cali Property Trust,

its manager

ROSELAND OWNERS ASSOCIATES L.L.C.

By: Xxxx-Xxxx Property Trust,

its member

SENTRY PARK WEST L.L.C.

By: Xxxx-Xxxx Glendale Limited Partnership,

its member

By: Xxxx-Xxxx Sub XXII, Inc.,

its general partner

By: /s/ Xxxxx Xxxxxxxxx

	Name:	Xxxxx Xxxxxxxxx
	Title:	Executive Vice President and

Chief Financial Officer of

each of the above named

entities

Xxxx-Xxxx Realty Corporation

Schedule CBD

CBD Properties

	Property Address	City/State
	Harborside Financial Center 1	Jersey City, NJ
	Harborside Financial Center 2	Jersey City, NJ
	Harborside Financial Center 3	Jersey City, NJ
	Harborside Financial Center 4-A	Jersey City, NJ
	Xxxxxxxxxx Xxxxxxxxx Xxxxxx 0	Xxxxxx Xxxx, XX
	000 Xxxxxx Xxxxxx	Xxxxxx Xxxx, XX
	000 Xxxxxx Xxxxxx	Xxx Xxxxxxxxx, XX
	000 Xxxxxx Xxxxxx	Xxx Xxxxxxxxx, XX
	000 Xxxxx Xxxxx Xxxxxx	Xxx Xxxxxxxxx, XX
	0000 X Xxxxxx	Xxxxxxxxxx, XX
	0000 Xxxxxxxxxxx Xxxxxx XX	Xxxxxxxxxx, XX