0001067063-04-000009 Sample Contracts

FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT
Redevelopment Agreement • November 9th, 2004 • Mack Cali Realty L P • Real estate investment trusts • New Jersey

THIS FIRST AMENDMENT TO REDEVELOPMENT AGREEMENT (this “First Amendment”) is made as of October 5, 2004 (the “First Amendment Effective Date”), by and between the NEW JERSEY SPORTS AND EXPOSITION AUTHORITY, a public body corporate and politic with corporate succession and having an address at Meadowlands Sports Complex, 50 State Route 120, East Rutherford, New Jersey 07073 (the “Authority”), and MEADOWLANDS MILLS/MACK-CALI LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at c/o The Mills Corporation, 1300 Wilson Boulevard, Suite 400, Arlington, Virginia 22209, and its permitted successors and assigns (the “Developer”). The Developer and the Authority are referred to herein individually as a “Party” and collectively as the “Parties”.

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October 5, 2004 Mr. Kenneth ParentChief Operating OfficerThe Mills Corporation 1300 Wilson Boulevard Suite 400 Arlington, VA 22209 Dear Ken:
Mack Cali Realty L P • November 9th, 2004 • Real estate investment trusts

This letter shall serve to acknowledge and confirm our understanding and agreement regarding certain issues that have arisen between the partners in connection with the signing today of the Ground Lease with the New Jersey Sports and Exposition Authority and the draft First Amendment to the Limited Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership. Specifically, we agree to the following, notwithstanding any provisions to the contrary in the Limited Partnership Agreement or the draft Amendment thereto:

AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • November 9th, 2004 • Mack Cali Realty L P • Real estate investment trusts

THIS AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Amendment”) is entered into as of the 12th day of October, 2004, by and between MACK-CALI TEXAS PROPERTY L.P., a Texas limited partnership (“Seller”), and CENTENNIAL ACQUISITION COMPANY, a Texas corporation, and WARAMAUG ACQUISITION CORP., a Texas corporation (collectively, “Purchaser”).

SEVENTH AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • November 9th, 2004 • Mack Cali Realty L P • Real estate investment trusts

THIS SEVENTH AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Seventh Amendment”) is entered into as of the 28th day of October, 2004, by and between MACK-CALI TEXAS PROPERTY L.P., a Texas limited partnership (“Seller”), and CENTENNIAL ACQUISITION COMPANY, a Texas corporation, and WARAMAUG ACQUISITION CORP., a Texas corporation (collectively, “Purchaser”).

SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • November 9th, 2004 • Mack Cali Realty L P • Real estate investment trusts

THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Second Amendment”) is entered into as of the 18th day of October, 2004, by and between MACK-CALI TEXAS PROPERTY L.P., a Texas limited partnership (“Seller”), and CENTENNIAL ACQUISITION COMPANY, a Texas corporation, and WARAMAUG ACQUISITION CORP., a Texas corporation (collectively, “Purchaser”).

SIXTH AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • November 9th, 2004 • Mack Cali Realty L P • Real estate investment trusts

THIS SIXTH AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Sixth Amendment”) is entered into as of the 27th day of October, 2004, by and between MACK-CALI TEXAS PROPERTY L.P., a Texas limited partnership (“Seller”), and CENTENNIAL ACQUISITION COMPANY, a Texas corporation, and WARAMAUG ACQUISITION CORP., a Texas corporation (collectively, “Purchaser”).

AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • November 9th, 2004 • Mack Cali Realty L P • Real estate investment trusts

THIS AGREEMENT OF SALE AND PURCHASE (“Agreement”) is made this 5th day of August, 2004 by and between KEMBLE-MORRIS L.L.C., a limited liability company organized under the laws of the State of New Jersey having an address c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 (“Seller”), and PERGOLA HOLDING, INC., having an address at c/o Falcon Real Estate Investment Company, Ltd., 570 Lexington Avenue, 32nd Floor, New York, New York 10022 (“Purchaser”).

Mack-Cali Property Trust 11 Commerce Drive Cranford, New Jersey 07016 October 28, 2004
Mack Cali Realty L P • November 9th, 2004 • Real estate investment trusts

Centennial Acquisition Company and Waramaug Acquisition Corp. 17400 Dallas Parkway, Suite 216 Dallas, Texas 75287 Attn.: Steven H. Levin, Esq.

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