For
the quarterly period ended September 30,
2008
|
For
the transition period from
|
to
|
Commission
File Number:
|
1-13274
|
Mack-Cali
Realty Corporation
|
||
(Exact
name of registrant as specified in its
charter)
|
Maryland
|
22-3305147
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
343
Thornall Street, Edison, New Jersey
|
08837-2206
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(732)
590-1000
|
||
(Registrant’s
telephone number, including area
code)
|
Not
Applicable
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days. YES
X
NO
___
|
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
x
Accelerated
filer
¨
Non-accelerated
filer
¨
(Do not check if
a smaller reporting company)Smaller reporting company
¨
|
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES___ NO
X
|
As of October 23, 2008, there
were 65,879,195 shares of the registrant’s Common Stock, par value $0.01
per share, outstanding.
|
Part
I
|
Financial
Information
|
Page
|
|
|
Item
1.
|
Financial
Statements
(unaudited):
|
|
Consolidated
Balance Sheets as of September 30, 2008
|
|||
and
December 31, 2007
|
4
|
||
Consolidated
Statements of Operations for the three and nine month
|
|||
periods
ended September
30, 2008 and
2007
|
5
|
||
Consolidated
Statement of Changes in Stockholders’ Equity for the
|
|||
nine
months ended September 30, 2008
|
6
|
||
Consolidated
Statements of Cash Flows for the nine months ended
|
|||
September
30, 2008 and 2007
|
7
|
||
Notes
to Consolidated Financial Statements
|
8-38
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
||
and
Results of Operations
|
39-56
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
56-57
|
|
Item
4.
|
Controls
and Procedures
|
57
|
|
Part
II
|
Other
Information
|
||
Item
1.
|
Legal
Proceedings
|
58
|
|
Item
1A.
|
Risk
Factors
|
58
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
59
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
59
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
59
|
|
Item
5.
|
Other
Information
|
60
|
|
Item
6.
|
Exhibits
|
60
|
|
Signatures
|
61
|
||
Exhibit
Index
|
62-77
|
ASSETS
|
September
30,
2008
|
December
31,
2007
|
||||||
Rental
property
|
||||||||
Land
and leasehold interests
|
$ | 729,549 | $ | 726,253 | ||||
Buildings
and improvements
|
3,783,728 | 3,753,088 | ||||||
Tenant
improvements
|
417,954 | 397,132 | ||||||
Furniture,
fixtures and equipment
|
8,880 | 8,956 | ||||||
4,940,111 | 4,885,429 | |||||||
Less
– accumulated depreciation and amortization
|
(1,002,168 | ) | (907,013 | ) | ||||
Net investment in rental
property
|
3,937,943 | 3,978,416 | ||||||
Cash
and cash equivalents
|
7,680 | 24,716 | ||||||
Marketable
securities available for sale at fair value
|
-- | 4,839 | ||||||
Investments
in unconsolidated joint ventures
|
179,809 | 181,066 | ||||||
Unbilled
rents receivable, net
|
109,768 | 107,761 | ||||||
Deferred
charges and other assets, net
|
226,071 | 246,386 | ||||||
Restricted
cash
|
12,189 | 13,613 | ||||||
Accounts
receivable, net of allowance for doubtful accounts
|
||||||||
of
$2,386 and $1,576
|
19,430 | 36,405 | ||||||
Total
assets
|
$ | 4,492,890 | $ | 4,593,202 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Senior
unsecured notes
|
$ | 1,633,345 | $ | 1,632,547 | ||||
Revolving
credit facility
|
293,000 | 250,000 | ||||||
Mortgages,
loans payable and other obligations
|
304,516 | 329,188 | ||||||
Dividends
and distributions payable
|
52,168 | 52,099 | ||||||
Accounts
payable, accrued expenses and other liabilities
|
124,229 | 142,778 | ||||||
Rents
received in advance and security deposits
|
53,389 | 51,992 | ||||||
Accrued
interest payable
|
18,578 | 34,193 | ||||||
Total
liabilities
|
2,479,225 | 2,492,797 | ||||||
Minority
interests:
|
||||||||
Operating
Partnership
|
436,652 | 456,436 | ||||||
Consolidated joint
ventures
|
1,164 | 1,414 | ||||||
Total
minority interests
|
437,816 | 457,850 | ||||||
Commitments
and contingencies
|
||||||||
Stockholders’
equity:
|
||||||||
Preferred
stock, $0.01 par value, 5,000,000 shares authorized,
10,000
|
||||||||
and
10,000 shares outstanding, at liquidation preference
|
25,000 | 25,000 | ||||||
Common
stock, $0.01 par value, 190,000,000 shares authorized,
|
||||||||
65,875,466
and 65,558,073 shares outstanding
|
657 | 656 | ||||||
Additional
paid-in capital
|
1,890,134 | 1,886,467 | ||||||
Dividends
in excess of net earnings
|
(339,942 | ) | (269,521 | ) | ||||
Accumulated
other comprehensive income (loss)
|
-- | (47 | ) | |||||
Total
stockholders’ equity
|
1,575,849 | 1,642,555 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 4,492,890 | $ | 4,593,202 | ||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
REVENUES
|
2008
|
2007
|
2008
|
2007
|
||||||||||||
Base
rents
|
$ | 147,809 | $ | 145,535 | $ | 444,499 | $ | 427,574 | ||||||||
Escalations
and recoveries from tenants
|
29,755 | 27,491 | 82,065 | 79,477 | ||||||||||||
Construction
services
|
12,268 | 22,912 | 36,334 | 68,722 | ||||||||||||
Real
estate services
|
3,347 | 5,567 | 10,016 | 13,267 | ||||||||||||
Other
income
|
11,184 | 11,376 | 18,955 | 17,628 | ||||||||||||
Total
revenues
|
204,363 | 212,881 | 591,869 | 606,668 | ||||||||||||
EXPENSES
|
||||||||||||||||
Real
estate taxes
|
23,361 | 22,422 | 71,522 | 69,744 | ||||||||||||
Utilities
|
24,706 | 21,944 | 65,794 | 54,818 | ||||||||||||
Operating
services
|
25,955 | 27,096 | 79,080 | 79,070 | ||||||||||||
Direct
construction costs
|
11,104 | 22,479 | 34,087 | 66,024 | ||||||||||||
General
and administrative
|
10,767 | 13,411 | 33,099 | 37,351 | ||||||||||||
Depreciation
and amortization
|
49,242 | 49,790 | 144,550 | 135,064 | ||||||||||||
Total
expenses
|
145,135 | 157,142 | 428,132 | 442,071 | ||||||||||||
Operating
income
|
59,228 | 55,739 | 163,737 | 164,597 | ||||||||||||
OTHER
(EXPENSE) INCOME
|
||||||||||||||||
Interest
expense
|
(31,163 | ) | (32,163 | ) | (94,963 | ) | (94,432 | ) | ||||||||
Interest
and other investment income
|
257 | 985 | 1,115 | 4,173 | ||||||||||||
Equity
in earnings (loss) of unconsolidated joint ventures
|
(269 | ) | (1,559 | ) | (533 | ) | (5,486 | ) | ||||||||
Minority
interest in consolidated joint ventures
|
147 | 51 | 286 | 492 | ||||||||||||
Gain
on sale of marketable securities
|
-- | -- | 471 | -- | ||||||||||||
Total
other (expense) income
|
(31,028 | ) | (32,686 | ) | (93,624 | ) | (95,253 | ) | ||||||||
Income
from continuing operations before
|
||||||||||||||||
minority interest in Operating
Partnership
|
28,200 | 23,053 | 70,113 | 69,344 | ||||||||||||
Minority
interest in Operating Partnership
|
(5,131 | ) | (4,146 | ) | (12,751 | ) | (12,564 | ) | ||||||||
Income
from continuing operations
|
23,069 | 18,907 | 57,362 | 56,780 | ||||||||||||
Discontinued
operations (net of minority interest):
|
||||||||||||||||
Income
from discontinued operations
|
-- | 20 | -- | 1,057 | ||||||||||||
Realized
gains (losses) and unrealized losses
|
||||||||||||||||
on disposition of rental property,
net
|
-- | 4,533 | -- | 36,280 | ||||||||||||
Total
discontinued operations, net
|
-- | 4,553 | -- | 37,337 | ||||||||||||
Net
income
|
23,069 | 23,460 | 57,362 | 94,117 | ||||||||||||
Preferred
stock dividends
|
(500 | ) | (500 | ) | (1,500 | ) | (1,500 | ) | ||||||||
Net
income available to common shareholders
|
$ | 22,569 | $ | 22,960 | $ | 55,862 | $ | 92,617 | ||||||||
Basic
earnings per common share:
|
||||||||||||||||
Income
from continuing operations
|
$ | 0.34 | $ | 0.27 | $ | 0.85 | $ | 0.82 | ||||||||
Discontinued
operations
|
$ | -- | $ | 0.07 | $ | -- | $ | 0.56 | ||||||||
Net
income available to common shareholders
|
$ | 0.34 | $ | 0.34 | $ | 0.85 | $ | 1.38 | ||||||||
Diluted
earnings per common share:
|
||||||||||||||||
Income
from continuing operations
|
$ | 0.34 | $ | 0.27 | $ | 0.85 | $ | 0.82 | ||||||||
Discontinued
operations
|
$ | -- | $ | 0.07 | $ | -- | $ | 0.55 | ||||||||
Net
income available to common shareholders
|
$ | 0.34 | $ | 0.34 | $ | 0.85 | $ | 1.37 | ||||||||
Dividends
declared per common share
|
$ | 0.64 | $ | 0.64 | $ | 1.92 | $ | 1.92 | ||||||||
Basic
weighted average shares outstanding
|
65,519 | 67,688 | 65,438 | 67,068 | ||||||||||||
Diluted
weighted average shares outstanding
|
80,617 | 83,088 | 80,573 | 82,515 | ||||||||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
Accumulated
|
||||||||||
Additional
|
Dividends
in
|
Other
|
Total
|
|||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Excess
of
|
Comprehensive
|
Stockholders’
|
Comprehensive
|
||||
Shares
|
Amount
|
Shares
|
Par
Value
|
Capital
|
Net
Earnings
|
Income
(Loss)
|
Equity
|
Income
|
||
Balance
at January 1, 2008
|
10
|
$25,000
|
65,558
|
$656
|
$1,886,467
|
$(269,521)
|
$
(47)
|
$1,642,555
|
--
|
|
Net income
|
--
|
--
|
--
|
--
|
--
|
57,362
|
--
|
57,362
|
$57,362
|
|
Preferred stock
dividends
|
--
|
--
|
--
|
--
|
--
|
(1,500)
|
--
|
(1,500)
|
--
|
|
Common stock
dividends
|
--
|
--
|
--
|
--
|
--
|
(126,283)
|
--
|
(126,283)
|
--
|
|
Redemption of common
units
|
||||||||||
for common
stock
|
--
|
--
|
129
|
1
|
3,883
|
--
|
--
|
3,884
|
--
|
|
Shares issued under
Dividend
|
||||||||||
Reinvestment and
Stock
|
||||||||||
Purchase
Plan
|
--
|
--
|
6
|
--
|
249
|
--
|
--
|
249
|
--
|
|
Stock options
exercised
|
--
|
--
|
82
|
--
|
2,311
|
--
|
--
|
2,311
|
--
|
|
Comprehensive
Gain:
|
||||||||||
Unrealized holding
gain
|
||||||||||
on marketable
securities
|
||||||||||
available for
sale
|
--
|
--
|
--
|
--
|
--
|
--
|
518
|
518
|
518
|
|
Directors Deferred comp.
plan
|
--
|
--
|
--
|
--
|
288
|
--
|
--
|
288
|
--
|
|
Issuance of restricted
stock
|
--
|
--
|
253
|
--
|
--
|
--
|
--
|
--
|
--
|
|
Stock Compensation
|
--
|
--
|
--
|
2
|
2,163
|
--
|
--
|
2,165
|
--
|
|
Cancellation of restricted
stock
|
--
|
--
|
(2)
|
--
|
(31)
|
--
|
--
|
(31)
|
--
|
|
Repurchase of Common
Stock
|
--
|
--
|
(151)
|
(2)
|
(5,196)
|
--
|
--
|
(5,198)
|
--
|
|
Reclassification adjustment
for
|
||||||||||
realized gain included
in
|
||||||||||
net
income
|
--
|
--
|
--
|
--
|
--
|
--
|
(471)
|
(471)
|
(471)
|
|
Balance
at September 30, 2008
|
10
|
$25,000
|
65,875
|
$657
|
$1,890,134
|
$(339,942)
|
--
|
$1,575,849
|
$57,409
|
|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
Nine
Months Ended
|
||||||||
September
30,
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
2008
|
2007
|
||||||
Net
income
|
$ | 57,362 | $ | 94,117 | ||||
Adjustments
to reconcile net income to net cash provided by
|
||||||||
operating
activities:
|
||||||||
Depreciation
and amortization, including related intangibles
|
140,154 | 135,064 | ||||||
Depreciation
and amortization on discontinued operations
|
-- | 424 | ||||||
Stock
options expense
|
-- | 99 | ||||||
Amortization
of stock compensation
|
2,165 | 2,613 | ||||||
Amortization
of deferred financing costs and debt discount
|
2,124 | 2,101 | ||||||
Equity
in (earnings) loss of unconsolidated joint ventures
|
533 | 5,486 | ||||||
Minority
interest in Operating Partnership
|
12,751 | 12,564 | ||||||
Minority
interest in consolidated joint ventures
|
(286 | ) | (492 | ) | ||||
Minority
interest in income from discontinued operations
|
-- | 240 | ||||||
Gain
on sale of marketable securities
|
(471 | ) | -- | |||||
Realized
(gain) losses and unrealized losses on disposition
|
||||||||
of
rental property (net of minority interest)
|
-- | (36,280 | ) | |||||
Distribution
of cumulative earnings from unconsolidated joint ventures
|
3,841 | 1,875 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Increase
in unbilled rents receivable, net
|
(1,912 | ) | (6,480 | ) | ||||
Increase
in deferred charges and other assets, net
|
(17,339 | ) | (29,455 | ) | ||||
Decrease
(increase) in accounts receivable, net
|
16,975 | (1,934 | ) | |||||
(Decrease)
increase in accounts payable, accrued expenses and other
liabilities
|
(12,988 | ) | 7,733 | |||||
Increase
(decrease) in rents received in advance and security
deposits
|
1,397 | (1,131 | ) | |||||
Decrease
in accrued interest payable
|
(15,615 | ) | (15,319 | ) | ||||
Net
cash provided by operating activities
|
$ | 188,691 | $ | 171,225 | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Additions
to rental property and related intangibles
|
$ | (68,420 | ) | $ | (356,178 | ) | ||
Repayments
of notes receivable
|
125 | 120 | ||||||
Investment
in unconsolidated joint ventures
|
(6,584 | ) | (22,310 | ) | ||||
Purchase
of marketable securities available for sale
|
-- | (4,884 | ) | |||||
Distribution
from unconsolidated joint ventures
|
3,274 | 992 | ||||||
Proceeds
from sale of rental property
|
-- | 57,204 | ||||||
Proceeds
from sale of marketable securities
|
5,355 | -- | ||||||
Proceeds
from sale of investment in joint ventures
|
-- | 575 | ||||||
Decrease
in restricted cash
|
1,424 | 1,809 | ||||||
Net
cash used in investing activities
|
$ | (64,826 | ) | $ | (322,672 | ) | ||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Borrowings
from revolving credit facility
|
$ | 630,100 | $ | 395,000 | ||||
Repayment
of revolving credit facility
|
(587,100 | ) | (374,000 | ) | ||||
Borrowings
from money market loans
|
352,000 | -- | ||||||
Repayment
of money market loans
|
(352,000 | ) | -- | |||||
Repayment
of mortgages, loans payable and other obligations
|
(24,570 | ) | (25,433 | ) | ||||
Proceeds
from offering of Common Stock
|
-- | 251,732 | ||||||
Payment
of financing costs
|
(79 | ) | (1,801 | ) | ||||
Repurchase
of Common Stock
|
(5,198 | ) | (11,172 | ) | ||||
Proceeds
from stock options exercised
|
2,311 | 3,675 | ||||||
Payment
of dividends and distributions
|
(156,365 | ) | (157,796 | ) | ||||
Net
cash (used in) provided by financing activities
|
$ | (140,901 | ) | $ | 80,205 | |||
Net
decrease in cash and cash equivalents
|
$ | (17,036 | ) | $ | (71,242 | ) | ||
Cash
and cash equivalents, beginning of period
|
24,716 | 101,223 | ||||||
Cash
and cash equivalents, end of period
|
$ | 7,680 | $ | 29,981 | ||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
1.
|
ORGANIZATION AND BASIS
OF PRESENTATION
|
2.
|
SIGNIFICANT ACCOUNTING
POLICIES
|
Property
|
Rental
properties are stated at cost less accumulated depreciation and
amortization. Costs directly related to the acquisition,
development and construction of rental properties are
capitalized. Capitalized development and construction costs
include pre-construction costs essential to the development of the
property, development and construction costs, interest, property taxes,
insurance, salaries and other project costs incurred during the period of
development. Included in total rental property is construction,
tenant improvement and development in-progress of $135,786,000 and
$126,470,000 (including land of $70,657,000 and $68,328,000) as of
September 30, 2008 and December 31, 2007,
respectively. Ordinary repairs and maintenance are expensed as
incurred; major replacements and betterments, which improve or extend the
life of the asset, are capitalized and depreciated over their estimated
useful lives. Fully-depreciated assets are removed from the
accounts.
|
Leasehold
interests
|
Remaining
lease term
|
Buildings
and improvements
|
5
to 40 years
|
Tenant
improvements
|
The
shorter of the term of the
|
related
lease or useful life
|
|
Furniture,
fixtures and equipment
|
5
to 10 years
|
Investments
in
Unconsolidated
Joint
Ventures
|
The
Company accounts for its investments in unconsolidated joint ventures for
which Financial Accounting Standards Board (“FASB”) Interpretation No. 46
(revised December 2003), Consolidation of Variable Interest Entities (“FIN
46”) does not apply under the equity method of accounting as the Company
exercises significant influence, but does not control these entities.
These investments are recorded initially at cost, as Investments in
Unconsolidated Joint Ventures, and subsequently adjusted for equity in
earnings and cash contributions and
distributions.
|
|
FIN
46 provides guidance on the identification of entities for which control
is achieved through means other than voting rights (“variable interest
entities” or “VIEs”) and the determination of which business enterprise,
if any, should consolidate the VIE (the “primary
beneficiary”). Generally, FIN 46 applies when either (1) the
equity investors (if any) lack one or more of the essential
characteristics of a controlling financial interest, (2) the equity
investment at risk is insufficient to finance that entity’s activities
without additional subordinated financial support or (3) the equity
investors have voting rights that are not proportionate to their economic
interests and the activities of the entity involve or are conducted on
behalf of an investor with a disproportionately small voting
interest.
|
Cash
and Cash
Equivalents
|
All
highly liquid investments with a maturity of three months or less when
purchased are considered to be cash
equivalents.
|
Marketable
Securities
|
The
Company classifies its marketable securities among three categories:
held-to-maturity, trading and available-for-sale. Unrealized
holding gains and losses relating to available-for-sale securities are
excluded from earnings and reported as other comprehensive income (loss)
in stockholders’ equity until realized. A decline in the market
value of any marketable security below cost that is deemed to be other
than temporary results in a reduction in the carrying amount to fair
value. Any impairment would be charged to earnings and a new
cost basis for the security
established.
|
Deferred
Financing
Costs
|
Costs
incurred in obtaining financing are capitalized and amortized on a
straight-line basis, which approximates the effective interest method,
over the term of the related indebtedness. Amortization of such
costs is included in interest expense and was $708,000 and $680,000 for
the three months ended September 30, 2008 and 2007, respectively, and
$2,124,000 and $2,101,000 for the nine months ended September 30, 2008 and
2007, respectively.
|
Leasing
Costs
|
Costs
incurred in connection with leases are capitalized and amortized on a
straight-line basis over the terms of the related leases and included in
depreciation and amortization. Unamortized deferred leasing
costs are charged to amortization expense upon early termination of the
lease. Certain employees of the Company are compensated for
providing leasing services to the Properties. The portion of
such compensation, which is capitalized and amortized, approximated
$895,000 and $929,000 for the three months ended September 30, 2008 and
2007, respectively, and $2,549,000 and $2,993,000 for the nine months
ended September 30, 2008 and 2007,
respectively.
|
Instruments
|
The
Company measures derivative instruments, including certain derivative
instruments embedded in other contracts, at fair value and records them as
an asset or liability, depending on the Company’s rights or obligations
under the applicable derivative contract. For derivatives
designated and qualifying as fair value hedges, the changes in the fair
value of both the derivative instrument and the hedged item are recorded
in earnings. For derivatives designated as cash flow hedges,
the effective portions of the derivative are reported in other
comprehensive income (“OCI”) and are subsequently reclassified into
earnings when the hedged item affects earnings. Changes in fair
value of derivative instruments not designated as hedging and ineffective
portions of hedges are recognized in earnings in the affected
period.
|
Recognition
|
Base
rental revenue is recognized on a straight-line basis over the terms of
the respective leases.
Unbilled rents receivable represents the amount by which straight-line
rental revenue exceeds rents currently billed in accordance with the lease
agreements. Above-market and below-market lease values for
acquired properties are recorded based on the present value (using a
discount rate which reflects the risks associated with the leases
acquired) of the difference between (i) the contractual amounts to be paid
pursuant to each in-place lease and (ii) management’s estimate of fair
market lease rates for each corresponding in-place lease, measured over a
period equal to the remaining term of the lease for above-market leases
and the initial term plus the term of any below-market fixed-rate renewal
options for below-market leases. The capitalized above-market
lease values for acquired properties are amortized as a reduction of base
rental revenue over the remaining term of the respective leases, and the
capitalized below-market lease values are amortized as an increase to base
rental revenue over the remaining initial terms plus the terms of any
below-market fixed-rate renewal options of the respective
leases. Escalations and recoveries from tenants are received
from tenants for certain costs as provided in the lease
agreements. These costs generally include real estate taxes,
utilities, insurance, common area maintenance and other recoverable
costs. See Note 12: Tenant Leases. Construction
services revenue includes fees earned and reimbursements received by the
Company for providing construction management and general contractor
services to clients. Construction services revenue is
recognized on the percentage of completion method. Using this
method, profits are recorded on the basis of estimates of the overall
profit and percentage of completion of individual contracts. A
portion of the estimated profits is accrued based upon estimates of the
percentage of completion of the construction contract. This
revenue recognition method involves inherent risks relating to profit and
cost estimates. Real estate services revenue includes property
management, facilities management, leasing commission fees and other
services, and payroll and related costs reimbursed from
clients. Other income includes income from parking spaces
leased to tenants, income from tenants for additional services arranged
for by the Company and income from tenants for early lease
terminations.
|
Allowance
for
Doubtful
Accounts
|
Management
periodically performs a detailed review of amounts due from tenants and
clients to determine if accounts receivable balances are impaired based on
factors affecting the collectibility of those
balances. Management’s estimate of the allowance for doubtful
accounts requires management to exercise significant judgment about the
timing, frequency and severity of collection losses, which affects the
allowance and net income.
|
Other
Taxes
|
The
Company has elected to be taxed as a REIT under Sections 856 through 860
of the Internal Revenue Code of 1986, as amended (the
“Code”). As a REIT, the Company generally will not be subject
to corporate federal income tax (including alternative minimum tax) on net
income that it currently distributes to its shareholders, provided that
the Company satisfies certain organizational and operational requirements
including the requirement to distribute at least 90 percent of its REIT
taxable income to its shareholders. The Company has elected to
treat certain of its corporate subsidiaries as taxable REIT subsidiaries
(each a “TRS”). In general, a TRS of the Company may perform
additional services for tenants of the Company and generally may engage in
any real estate or non-real estate related business (except for the
operation or management of health care facilities or lodging facilities or
the providing to any person, under a franchise, license or otherwise,
rights to any brand name under which any lodging facility or health care
facility is operated). A TRS is subject to corporate federal
income tax. If the Company fails to qualify as a REIT in any
taxable year, the Company will be subject to federal income tax (including
any applicable alternative minimum tax) on its taxable income at regular
corporate tax rates. The Company is subject to certain state
and local taxes.
|
Earnings
Per
Share
|
The
Company presents both basic and diluted earnings per share
(“EPS”). Basic EPS excludes dilution and is computed by
dividing net income available to common shareholders by the weighted
average number of shares outstanding for the period. Diluted
EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into
common stock, where such exercise or conversion would result in a lower
EPS amount.
|
Dividends
and
Distributions
Payable
|
The
dividends and distributions payable at September 30, 2008 represents
dividends payable to preferred shareholders (10,000 shares) and common
shareholders (65,877,659 shares), and distributions payable to minority
interest common unitholders of the Operating Partnership (14,854,139
common units) for all such holders of record as of October 3, 2008 with
respect to the third quarter 2008. The third quarter 2008
preferred stock dividends of $50.00 per share, common stock dividends and
common unit distributions of $0.64 per common share and unit were approved
by the Board of Directors on September 16, 2008. The common
stock dividends and common unit distributions payable were paid on October
10, 2008. The preferred stock dividends payable were paid on
October 15, 2008.
|
Costs
Incurred For
Stock
Issuances
|
Costs
incurred in connection with the Company’s stock issuances are reflected as
a reduction of additional paid-in
capital.
|
Stock
Compensation
|
The
Company accounts for stock options and restricted stock awards granted
prior to 2002 using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, “Accounting for Stock Issued
to Employees,” and related Interpretations (“APB No.
25”). Under APB No. 25, compensation cost for stock options is
measured as the excess, if any, of the quoted market price of the
Company’s stock at the date of grant over the exercise price of the option
granted. Compensation cost for stock options is recognized
ratably over the vesting period. The Company’s policy is to
grant options with an exercise price equal to the quoted closing market
price of the Company’s stock on the business day preceding the grant
date. Accordingly, no compensation cost has been recognized
under the Company’s stock option plans for the granting of stock options
made prior to 2002. Restricted stock awards granted prior to
2002 are valued at the vesting dates of such awards with compensation cost
for such awards recognized ratably over the vesting
period.
|
Other
Comprehensive
Income
|
Other
comprehensive income (loss) includes items that are recorded in equity,
such as unrealized holding gains or losses on marketable securities
available for sale.
|
3.
|
INVESTMENTS IN
UNCONSOLIDATED JOINT
VENTURES
|
(i)
|
99
percent of Mack-Green’s share of the profits and losses from 10 specific
OP LP Properties allocable to the Company and one percent allocable to SL
Green;
|
(ii)
|
one
percent of Mack-Green’s share of the profits and losses from eight
specific OP LP Properties and its minor interest in four office properties
allocable to the Company and 99 percent allocable to SL Green;
and
|
(iii)
|
50
percent of all other profits and losses allocable to the Company and 50
percent allocable to SL Green.
|
(i)
|
first,
to JPM, such that JPM is provided with an annual 12 percent compound
preferred return on Preferred Equity Capital Contributions (as such term
is defined in the operating agreement of 100 Kimball and largely comprised
of development and construction
costs);
|
(ii)
|
second,
to JPM, as return of Preferred Equity Capital Contributions until complete
repayment of such Preferred Equity Capital
Contributions;
|
(iii)
|
third,
to each of JPM and Gale Kimball in proportion to their respective
membership interests until each member is provided, as a result of such
distributions, with an annual twelve percent compound return on the
Member’s Capital Contributions (as defined in the operating agreement of
100 Kimball, and excluding Preferred Equity Capital Contributions, if
any); and
|
(iv)
|
fourth,
50 percent to each of JPM and Gale
Kimball.
|
September
30, 2008
|
|||||||||||||
Plaza
VIII
& IX
Associates
|
Ramland
Realty
|
Harborside
South
Pier
|
Red
Bank
Corporate
Plaza
I & II
|
Mack-
Green-
Gale
|
Princeton
Forrestal
Village
|
Route
93
Portfolio
|
Gale
Kimball
|
55
Corporate
|
12
Vreeland
|
Boston-
Filenes
|
Gale
Jefferson
|
Combined
Total
|
|
Assets:
|
|||||||||||||
Rental
property, net
|
$10,326
|
$6,962
|
$62,595
|
$23,388
|
$361,832
|
$42,728
|
$56,945
|
$9,704
|
$17,000
|
$14,704
|
--
|
--
|
$606,184
|
Other
assets
|
2,954
|
936
|
17,703
|
4,011
|
43,960
|
24,101
|
1,255
|
598
|
896
|
800
|
$91,695
|
$4,122
|
193,031
|
Total
assets
|
$13,280
|
$7,898
|
$80,298
|
$27,399
|
$405,792
|
$66,829
|
$58,200
|
$10,302
|
$17,896
|
$15,504
|
$91,695
|
$4,122
|
$799,215
|
Liabilities
and Partners’/
members’
capital (deficit):
|
|||||||||||||
Mortgages,
loans payable and
other
obligations
|
--
|
$14,636
|
$75,081
|
$19,140
|
$277,721
|
$52,800
|
$42,999
|
$11,750
|
--
|
$7,614
|
--
|
--
|
$501,741
|
Other
liabilities
|
$ 530
|
877
|
4,987
|
76
|
22,051
|
6,690
|
951
|
15
|
--
|
--
|
$16,776
|
$2,284
|
55,237
|
Partners’/members’
capital (deficit)
|
12,750
|
(7,615)
|
230
|
8,183
|
106,020
|
7,339
|
14,250
|
(1,463)
|
$17,896
|
7,890
|
74,919
|
1,838
|
242,237
|
Total
liabilities and partners’/
members’
capital (deficit)
|
$13,280
|
$7,898
|
$80,298
|
$27,399
|
$405,792
|
$66,829
|
$58,200
|
$10,302
|
$17,896
|
$15,504
|
$91,695
|
$4,122
|
$799,215
|
Company’s
investment in
unconsolidated
joint ventures, net
|
$ 6,297
|
--
|
$ 59
|
$3,822
|
$121,483
|
$1,763
|
$4,477
|
--
|
$9,068
|
$8,136
|
$23,959
|
$ 745
|
$179,809
|
December
31, 2007
|
|||||||||||||
Plaza
VIII
& IX
Associates
|
Ramland
Realty
|
Harborside
South
Pier
|
Red
Bank
Corporate
Plaza
I & II
|
Mack-
Green-
Gale
|
Princeton
Forrestal
Village
|
Route
93
Portfolio
|
Gale
Kimball
|
55
Corporate
|
12
Vreeland
|
Boston-
Filenes
|
Gale
Jefferson
|
Combined
Total
|
|
Assets:
|
|||||||||||||
Rental
property, net
|
$10,787
|
$7,254
|
$65,611
|
$23,618
|
$368,028
|
$42,517
|
$57,368
|
--
|
$17,000
|
$7,954
|
--
|
--
|
$600,137
|
Other
assets
|
2,250
|
763
|
17,995
|
2,818
|
52,741
|
25,679
|
3,323
|
$9,622
|
--
|
851
|
$81,651
|
$1,918
|
199,611
|
Total
assets
|
$13,037
|
$8,017
|
$83,606
|
$26,436
|
$420,769
|
$68,196
|
$60,691
|
$9,622
|
$17,000
|
$8,805
|
$81,651
|
$1,918
|
$799,748
|
Liabilities
and Partners’/
members’
capital (deficit):
|
|||||||||||||
Mortgages,
loans payable and
other
obligations
|
--
|
$14,771
|
$76,072
|
$18,116
|
$281,746
|
$52,800
|
$42,495
|
--
|
--
|
$8,761
|
--
|
--
|
$494,761
|
Other
liabilities
|
$ 532
|
366
|
6,324
|
132
|
23,809
|
6,847
|
1,809
|
$10,133
|
--
|
--
|
$20,678
|
$ 80
|
70,710
|
Partners’/members’
capital (deficit)
|
12,505
|
(7,120)
|
1,210
|
8,188
|
115,214
|
8,549
|
16,387
|
(511)
|
$17,000
|
44
|
60,973
|
1,838
|
234,277
|
Total
liabilities and partners’/
members’
capital (deficit)
|
$13,037
|
$8,017
|
$83,606
|
$26,436
|
$420,769
|
$68,196
|
$60,691
|
$9,622
|
$17,000
|
$8,805
|
$81,651
|
$1,918
|
$799,748
|
Company’s
investment in
unconsolidated
joint ventures, net
|
$ 6,175
|
--
|
$ 513
|
$3,703
|
$128,107
|
$2,029
|
$4,729
|
--
|
$8,518
|
$7,752
|
$18,828
|
$ 712
|
$181,066
|
Three
Months Ended September 30, 2008
|
||||||||||||||
Plaza
|
Red
Bank
|
Mack-
|
Princeton
|
NKFGMS
|
||||||||||
VIII
& IX
|
Ramland
|
Harborside
|
Corporate
|
Gale-
|
Forrestal
|
Route
93
|
Gale
|
55
|
12
|
Boston-
|
Owners
|
Gale
|
Combined
|
|
Associates
|
Realty
|
South
Pier
|
Plaza
I & II
|
Green
|
Village
|
Portfolio
|
Kimball
|
Corporate
|
Vreeland
|
Filenes
|
LLC
|
Jefferson
|
Total
|
|
Total
revenues
|
$307
|
$ 395
|
$11,232
|
$ 793
|
$12,457
|
$2,719
|
$ 773
|
$ 409
|
--
|
$597
|
$ 1
|
--
|
--
|
$29,683
|
Operating
and other expenses
|
(40)
|
(284)
|
(6,670)
|
(210)
|
(5,155)
|
(1,889)
|
(852)
|
(146)
|
--
|
(16)
|
--
|
--
|
--
|
(15,262)
|
Depreciation
and amortization
|
(153)
|
(118)
|
(991)
|
(148)
|
(5,075)
|
(929)
|
(497)
|
(86)
|
--
|
(128)
|
--
|
--
|
--
|
(8,125)
|
Interest
expense
|
--
|
(179)
|
(1,165)
|
(187)
|
(4,227)
|
(801)
|
(548)
|
(184)
|
--
|
(136)
|
--
|
--
|
--
|
(7,427)
|
Net
income
|
$114
|
$(186)
|
$2,406
|
$ 248
|
$(2,000)
|
$(900)
|
$(1,124)
|
$ (7)
|
--
|
$317
|
$ 1
|
--
|
--
|
$(1,131)
|
Company’s
equity in
|
||||||||||||||
earnings
(loss) of
|
||||||||||||||
unconsolidated
joint ventures
|
$ 57
|
--
|
$1,203
|
$ 124
|
$(1,326)
|
$(187)
|
$(337)
|
$ 38
|
--
|
$159
|
--
|
--
|
--
|
$(269)
|
Three
Months Ended September 30, 2007
|
||||||||||||||
Plaza
|
Red
Bank
|
Mack-
|
Princeton
|
NKFGMS
|
||||||||||
VIII
& IX
|
Ramland
|
Harborside
|
Corporate
|
Gale-
|
Forrestal
|
Route
93
|
Gale
|
55
|
12
|
Boston-
|
Owners
|
Gale
|
Combined
|
|
Associates
|
Realty
|
South
Pier
|
Plaza
I & II
|
Green
|
Village
|
Portfolio
|
Kimball
|
Corporate
|
Vreeland
|
Filenes
|
LLC
|
Jefferson
|
Total
|
|
Total
revenues
|
$257
|
$ 478
|
$10,640
|
$ 180
|
$17,065
|
$3,905
|
$ 722
|
$ 1
|
--
|
$440
|
$141
|
--
|
--
|
$33,829
|
Operating
and other expenses
|
(49)
|
(402)
|
(6,441)
|
(3)
|
(7,983)
|
(1,899)
|
(948)
|
(93)
|
--
|
(17)
|
(7)
|
--
|
--
|
(17,842)
|
Depreciation
and amortization
|
(154)
|
(176)
|
(1,496)
|
(50)
|
(6,581)
|
(790)
|
181
|
(146)
|
--
|
(88)
|
--
|
--
|
--
|
(9,300)
|
Interest
expense
|
--
|
(267)
|
(1,194)
|
(50)
|
(6,870)
|
(1,248)
|
(904)
|
(382)
|
--
|
(110)
|
--
|
--
|
--
|
(11,025)
|
Net
income
|
$ 54
|
$(367)
|
$1,509
|
$ 77
|
$(4,369)
|
$(32)
|
$(949)
|
$(620)
|
--
|
$225
|
$134
|
--
|
--
|
$(4,338)
|
Company’s
equity in
|
||||||||||||||
earnings
(loss) of
|
||||||||||||||
unconsolidated
joint ventures
|
$ 27
|
$(200)
|
$755
|
$ 69
|
$(2,012)
|
$(14)
|
$(285)
|
$(52)
|
--
|
$113
|
$40
|
--
|
--
|
$(1,559)
|
Nine
Months Ended September 30, 2008
|
||||||||||||||
Plaza
|
Red
Bank
|
Mack-
|
Princeton
|
NKFGMS
|
||||||||||
VIII
& IX
|
Ramland
|
Harborside
|
Corporate
|
Gale-
|
Forrestal
|
Route
93
|
Gale
|
55
|
12
|
Boston-
|
Owners
|
Gale
|
Combined
|
|
Associates
|
Realty
|
South
Pier
|
Plaza
I & II
|
Green
|
Village
|
Portfolio
|
Kimball
|
Corporate
|
Vreeland
|
Filenes
|
LLC
|
Jefferson
|
Total
|
|
Total
revenues
|
$ 843
|
$1,339
|
$32,579
|
$2,396
|
$37,285
|
$8,862
|
$2,100
|
$1,214
|
--
|
$1,589
|
$ 51
|
--
|
$ 1
|
$88,259
|
Operating
and other expenses
|
(137)
|
(881)
|
(19,115)
|
(596)
|
(15,427)
|
(4,881)
|
(2,551)
|
(388)
|
--
|
(58)
|
--
|
--
|
(1)
|
(44,035)
|
Depreciation
and amortization
|
(461)
|
(363)
|
(3,919)
|
(445)
|
(14,529)
|
(2,683)
|
(1,288)
|
(253)
|
--
|
(383)
|
--
|
--
|
--
|
(24,324)
|
Interest
expense
|
--
|
(590)
|
(3,525)
|
(602)
|
(13,162)
|
(2,604)
|
(1,899)
|
(518)
|
--
|
(380)
|
--
|
--
|
--
|
(23,280)
|
Net
income
|
$ 245
|
$(495)
|
$6,020
|
$ 753
|
$(5,833)
|
$(1,306)
|
$(3,638)
|
$ 55
|
--
|
$ 768
|
$ 51
|
--
|
--
|
$(3,380)
|
Company’s
equity in
|
||||||||||||||
earnings
(loss) of
|
||||||||||||||
unconsolidated
joint ventures
|
$ 123
|
--
|
$3,046
|
$ 376
|
$(3,938)
|
$(267)
|
$(701)
|
$ 426
|
--
|
$ 384
|
$ 18
|
--
|
--
|
$(533)
|
Nine
Months Ended September 30, 2007
|
||||||||||||||
Plaza
|
Red
Bank
|
Mack-
|
Princeton
|
NKFGMS
|
||||||||||
VIII
& IX
|
Ramland
|
Harborside
|
Corporate
|
Gale-
|
Forrestal
|
Route
93
|
Gale
|
55
|
12
|
Boston-
|
Owners
|
Gale
|
Combined
|
|
Associates
|
Realty
|
South
Pier
|
Plaza
I & II
|
Green
|
Village
|
Portfolio
|
Kimball
|
Corporate
|
Vreeland
|
Filenes
|
LLC
|
Jefferson
|
Total
|
|
Total
revenues
|
$ 731
|
$1,523
|
$30,944
|
$ 242
|
$50,757
|
$9,157
|
$1,785
|
$ 3
|
--
|
$1,488
|
$ 672
|
--
|
--
|
$97,302
|
Operating
and other expenses
|
(132)
|
(1,166)
|
(18,947)
|
(5)
|
(23,141)
|
(4,889)
|
(2,812)
|
(133)
|
--
|
(50)
|
(668)
|
--
|
--
|
(51,943)
|
Depreciation
and amortization
|
(462)
|
(526)
|
(4,462)
|
(49)
|
(20,745)
|
(2,327)
|
(1,846)
|
(329)
|
--
|
(264)
|
--
|
--
|
--
|
(31,010)
|
Interest
expense
|
--
|
(796)
|
(3,596)
|
(50)
|
(20,299)
|
(3,579)
|
(2,547)
|
(796)
|
--
|
(454)
|
--
|
--
|
--
|
(32,117)
|
Net
income
|
$ 137
|
$(965)
|
$3,939
|
$ 138
|
$(13,428)
|
$(1,638)
|
$(5,420)
|
$(1,255)
|
--
|
$ 720
|
$ 4
|
--
|
--
|
$(17,768)
|
Company’s
equity in
|
||||||||||||||
earnings
(loss) of
|
||||||||||||||
unconsolidated
joint ventures
|
$ 69
|
$(375)
|
$1,863
|
$ 69
|
$(5,351)
|
$(416)
|
$(1,655)
|
$(104)
|
--
|
$ 360
|
$ 1
|
$ 53
|
--
|
$(5,486)
|
4.
|
DEFERRED CHARGES AND
OTHER ASSETS
|
September
30,
|
December
31,
|
||
(dollars
in thousands)
|
2008
|
2007
|
|
Deferred
leasing costs
|
$212,000
|
$202,282
|
|
Deferred
financing costs
|
22,850
|
22,922
|
|
234,850
|
225,204
|
||
Accumulated
amortization
|
(98,311)
|
(90,482)
|
|
Deferred
charges, net
|
136,539
|
134,722
|
|
Notes
receivable
|
11,485
|
11,610
|
|
In-place
lease values, related intangible and other assets, net
|
43,542
|
64,212
|
|
Prepaid
expenses and other assets, net
|
34,505
|
35,842
|
|
Total
deferred charges and other assets, net
|
$226,071
|
$246,386
|
5.
|
DISCONTINUED
OPERATIONS
|
Three
Months Ended
|
Nine
Months Ended
|
|
September
30, 2007
|
September
30, 2007
|
|
Total
revenues
|
$
61
|
$
3,881
|
Operating
and other expenses
|
(61)
|
(1,638)
|
Depreciation
and amortization
|
--
|
(424)
|
Interest
expense (net of interest income)
|
24
|
(522)
|
Minority
interest
|
(4)
|
(240)
|
Income
from discontinued operations
|
||
(net
of minority interest)
|
$
20
|
$
1,057
|
Three
Months Ended
|
Nine
Months Ended
|
|
September
30, 2007
|
September
30, 2007
|
|
Realized
gains on disposition of rental property
|
$
5,554
|
$44,414
|
Minority
interest
|
(1,021)
|
(8,134)
|
Realized
gains (losses) and unrealized losses
|
||
on
disposition of rental property
|
||
(net
of minority interest)
|
$
4,533
|
$36,280
|
6.
|
SENIOR UNSECURED
NOTES
|
September
30,
|
December
31,
|
Effective
|
|
2008
|
2007
|
Rate
(1)
|
|
7.250%
Senior Unsecured Notes, due March 15, 2009
|
$ 299,892
|
$ 299,716
|
7.486%
|
5.050%
Senior Unsecured Notes, due April 15, 2010
|
149,915
|
149,874
|
5.265%
|
7.835%
Senior Unsecured Notes, due December 15, 2010
|
15,000
|
15,000
|
7.950%
|
7.750%
Senior Unsecured Notes, due February 15, 2011
|
299,598
|
299,468
|
7.930%
|
5.250%
Senior Unsecured Notes, due January 15, 2012
|
99,355
|
99,210
|
5.457%
|
6.150%
Senior Unsecured Notes, due December 15, 2012
|
92,841
|
92,472
|
6.894%
|
5.820%
Senior Unsecured Notes, due March 15, 2013
|
25,613
|
25,530
|
6.448%
|
4.600%
Senior Unsecured Notes, due June 15, 2013
|
99,865
|
99,844
|
4.742%
|
5.125%
Senior Unsecured Notes, due February 15, 2014
|
201,289
|
201,468
|
5.110%
|
5.125%
Senior Unsecured Notes, due January 15, 2015
|
149,418
|
149,349
|
5.297%
|
5.800%
Senior Unsecured Notes, due January 15, 2016
|
200,559
|
200,616
|
5.806%
|
Total
Senior Unsecured Notes
|
$1,633,345
|
$1,632,547
|
|
(1)
Includes the cost of terminated treasury lock agreements (if any),
offering and other transaction costs and the discount on the notes, as
applicable.
|
7.
|
UNSECURED REVOLVING
CREDIT FACILITY
|
8.
|
MORTGAGES, LOANS
PAYABLE AND OTHER
OBLIGATIONS
|
(a)
Reflects effective rate of debt, including deferred financing costs,
comprised of the cost of terminated treasury lock agreements (if any),
debt initiation costs and other transaction costs, as
applicable.
|
(b)
On May 5, 2008, the Company repaid this mortgage loan at par, using
available cash.
|
(c)
The obligations mature at various times through May
2009.
|
(d)
Mortgage is collateralized by seven
properties.
|
9.
|
MINORITY
INTERESTS
|
Common
|
Common
|
|||
Units
|
Unitholders
|
|||
Balance
at January 1, 2008
|
14,985,538
|
456,436
|
||
Net
income
|
--
|
12,751
|
||
Distributions
|
--
|
(28,651)
|
||
Redemption
of common units for shares
|
||||
of
Common Stock
|
(129,399)
|
(3,884)
|
||
Balance
at September 30, 2008
|
14,856,139
|
436,652
|
10.
|
EMPLOYEE BENEFIT
401(k) PLANS
|
11.
|
COMMITMENTS AND
CONTINGENCIES
|
Year
|
Amount
|
2008
|
$ 127
|
2009
|
517
|
2010
|
501
|
2011
|
501
|
2012
|
501
|
2013
through 2084
|
34,953
|
Total
|
$37,100
|
12.
|
TENANT
LEASES
|
Year
|
Amount
|
2008
|
$ 144,282
|
2009
|
575,932
|
2010
|
522,496
|
2011
|
458,480
|
2012
|
392,428
|
2013
and thereafter
|
1,336,653
|
Total
|
$3,430,271
|
13.
|
STOCKHOLDERS’
EQUITY
|
Shares
|
Weighted
|
||
Under
|
Average
|
Aggregate
Intrinsic
|
|
Options
|
Exercise
Price
|
Value
$(000’s)
|
|
Outstanding
at January 1, 2008
|
497,731
|
$29.03
|
|
Exercised
|
(81,675)
|
$28.30
|
|
Lapsed
or canceled
|
(19,795)
|
$37.31
|
|
Outstanding
at September 30, 2008 ($24.63 – $45.47)
|
396,261
|
$28.77
|
$2,021
|
Options
exercisable at September 30, 2008
|
396,261
|
$28.77
|
$2,021
|
Available
for grant at September 30, 2008
|
4,537,574
|
Three
Months Ended
September
30,
|
||||||||
Computation
of Basic EPS
|
2008
|
2007
|
||||||
Income
from continuing operations
|
$ | 23,069 | $ | 18,907 | ||||
Deduct: Preferred
stock dividends
|
(500 | ) | (500 | ) | ||||
Income
from continuing operations available to common
shareholders
|
22,569 | 18,407 | ||||||
Income
from discontinued operations
|
-- | 4,553 | ||||||
Net
income available to common shareholders
|
$ | 22,569 | $ | 22,960 | ||||
Weighted
average common shares
|
65,519 | 67,688 | ||||||
Basic
EPS:
|
||||||||
Income
from continuing operations
|
$ | 0.34 | $ | 0.27 | ||||
Income
from discontinued operations
|
-- | 0.07 | ||||||
Net
income available to common shareholders
|
$ | 0.34 | $ | 0.34 |
Three
Months Ended
September
30,
|
||||||||
Computation
of Diluted EPS
|
2008
|
2007
|
||||||
Income
from continuing operations available to common
shareholders
|
$ | 22,569 | $ | 18,407 | ||||
Add: Income
from continuing operations attributable to Operating Partnership
–
|
||||||||
common
units
|
5,131 | 4,146 | ||||||
Income
from continuing operations for diluted earnings per share
|
27,700 | 22,553 | ||||||
Income
from discontinued operations for diluted earnings per
share
|
-- | 5,578 | ||||||
Net
income available to common shareholders
|
$ | 27,700 | $ | 28,131 | ||||
Weighted
average common shares
|
80,617 | 83,088 | ||||||
Diluted
EPS:
|
||||||||
Income
from continuing operations
|
$ | 0.34 | $ | 0.27 | ||||
Income
from discontinued operations
|
-- | 0.07 | ||||||
Net
income available to common shareholders
|
$ | 0.34 | $ | 0.34 |
Nine
Months Ended
September
30,
|
||||||||
Computation
of Basic EPS
|
2008
|
2007
|
||||||
Income
from continuing operations
|
$ | 57,362 | $ | 56,780 | ||||
Deduct: Preferred
stock dividends
|
(1,500 | ) | (1,500 | ) | ||||
Income
from continuing operations available to common
shareholders
|
55,862 | 55,280 | ||||||
Income
from discontinued operations
|
-- | 37,337 | ||||||
Net
income available to common shareholders
|
$ | 55,862 | $ | 92,617 | ||||
Weighted
average common shares
|
65,438 | 67,068 | ||||||
Basic
EPS:
|
||||||||
Income
from continuing operations
|
$ | 0.85 | $ | 0.82 | ||||
Income
from discontinued operations
|
-- | 0.56 | ||||||
Net
income available to common shareholders
|
$ | 0.85 | $ | 1.38 |
Nine
Months Ended
September
30,
|
||||||||
Computation
of Diluted EPS
|
2008
|
2007
|
||||||
Income
from continuing operations available to common
shareholders
|
$ | 55,862 | $ | 55,280 | ||||
Add: Income
from continuing operations attributable to Operating Partnership
–
|
||||||||
common
units
|
12,751 | 12,564 | ||||||
Income
from continuing operations for diluted earnings per share
|
68,613 | 67,844 | ||||||
Income
from discontinued operations for diluted earnings per
share
|
-- | 45,711 | ||||||
Net
income available to common shareholders
|
$ | 68,613 | $ | 113,555 | ||||
Weighted
average common shares
|
80,573 | 82,515 | ||||||
Diluted
EPS:
|
||||||||
Income
from continuing operations
|
$ | 0.85 | $ | 0.82 | ||||
Income
from discontinued operations
|
-- | 0.55 | ||||||
Net
income available to common shareholders
|
$ | 0.85 | $ | 1.37 |
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||
2008
|
2007
|
2008
|
2007
|
|
Basic
EPS shares
|
65,519
|
67,688
|
65,438
|
67,068
|
Add:Operating
Partnership – common units
|
14,895
|
15,248
|
14,945
|
15,242
|
Stock
options
|
203
|
152
|
190
|
205
|
Diluted
EPS Shares
|
80,617
|
83,088
|
80,573
|
82,515
|
14.
|
SEGMENT
REPORTING
|
15.
|
IMPACT OF
RECENTLY-ISSUED ACCOUNTING
STANDARDS
|
·
|
the
general economic climate;
|
·
|
the
occupancy rates of the Properties;
|
·
|
rental
rates on new or renewed leases;
|
·
|
tenant
improvement and leasing costs incurred to obtain and retain
tenants;
|
·
|
the
extent of early lease terminations;
|
·
|
operating
expenses;
|
·
|
cost
of capital; and
|
·
|
the
extent of acquisitions, development and sales of real
estate.
|
·
|
critical
accounting policies and estimates;
|
·
|
results
of operations for the three and nine months ended September 30, 2008 as
compared to the three and nine months ended September 30, 2007;
and
|
·
|
liquidity
and capital resources.
|
Leasehold
interests
|
Remaining
lease term
|
Buildings
and improvements
|
5
to 40 years
|
Tenant
improvements
|
The
shorter of the term of the
|
related
lease or useful life
|
|
Furniture,
fixtures and equipment
|
5
to 10 years
|
Three
Months Ended
|
||||
September
30,
|
Dollar
|
Percent
|
||
(dollars
in thousands)
|
2008
|
2007
|
Change
|
Change
|
Revenue
from rental operations and other:
|
||||
Base
rents
|
$147,809
|
$145,535
|
$ 2,274
|
1.6%
|
Escalations
and recoveries from tenants
|
29,755
|
27,491
|
2,264
|
8.2
|
Other
income
|
11,184
|
11,376
|
(192)
|
(1.7)
|
Total
revenues from rental operations
|
188,748
|
184,402
|
4,346
|
2.4
|
Property
expenses:
|
||||
Real
estate taxes
|
23,361
|
22,422
|
939
|
4.2
|
Utilities
|
24,706
|
21,944
|
2,762
|
12.6
|
Operating
services
|
25,955
|
27,096
|
(1,141)
|
(4.2)
|
Total
property expenses
|
74,022
|
71,462
|
2,560
|
3.6
|
Non-property
revenues:
|
||||
Construction
services
|
12,268
|
22,912
|
(10,644)
|
(46.5)
|
Real
estate services
|
3,347
|
5,567
|
(2,220)
|
(39.9)
|
Total
non-property revenues
|
15,615
|
28,479
|
(12,864)
|
(45.2)
|
Non-property
expenses:
|
||||
Direct
construction costs
|
11,104
|
22,479
|
(11,375)
|
(50.6)
|
General
and administrative
|
10,767
|
13,411
|
(2,644)
|
(19.7)
|
Depreciation
and amortization
|
49,242
|
49,790
|
(548)
|
(1.1)
|
Total
non-property expenses
|
71,113
|
85,680
|
(14,567)
|
(17.0)
|
Operating
income
|
59,228
|
55,739
|
3,489
|
6.3
|
Other
(expense) income:
|
||||
Interest
expense
|
(31,163)
|
(32,163)
|
1,000
|
3.1
|
Interest
and other investment income
|
257
|
985
|
(728)
|
(73.9)
|
Equity
in earnings (loss) of unconsolidated joint ventures
|
(269)
|
(1,559)
|
1,290
|
82.7
|
Minority
interest in consolidated joint ventures
|
147
|
51
|
96
|
188.2
|
Gain
on sale of investment in marketable securities
|
--
|
--
|
--
|
--
|
Total
other (expense) income
|
(31,028)
|
(32,686)
|
1,658
|
5.1
|
Income
from continuing operations before minority interest
|
||||
in
Operating Partnership
|
28,200
|
23,053
|
5,147
|
22.3
|
Minority
interest in Operating Partnership
|
(5,131)
|
(4,146)
|
(985)
|
(23.8)
|
Income
from continuing operations
|
23,069
|
18,907
|
4,162
|
22.0
|
Discontinued
operations (net of minority interest):
|
||||
Income
from discontinued operations
|
--
|
20
|
(20)
|
(100.0)
|
Realized
gains (losses) and unrealized losses
|
||||
on
disposition of rental property, net
|
--
|
4,533
|
(4,533)
|
(100.0)
|
Total
discontinued operations, net
|
--
|
4,553
|
(4,553)
|
(100.0)
|
Net
income
|
23,069
|
23,460
|
(391)
|
(1.7)
|
Preferred
stock dividends
|
(500)
|
(500)
|
--
|
--
|
Net
income available to common shareholders
|
$ 22,569
|
$ 22,960
|
$ (391)
|
(1.7)%
|
Total
|
Same-Store
|
Acquired
|
||||
Company
|
Properties
|
Properties
|
||||
Dollar
|
Percent
|
Dollar
|
Percent
|
Dollar
|
Percent
|
|
(
dollars in
thousands
)
|
Change
|
Change
|
Change
|
Change
|
Change
|
Change
|
Revenue
from rental operations
|
||||||
and
other:
|
||||||
Base
rents
|
$
2,274
|
1.6%
|
$
2,274
|
1.6%
|
--
|
--
|
Escalations
and recoveries
|
||||||
from
tenants
|
2,264
|
8.2
|
2,264
|
8.2
|
--
|
--
|
Other
income
|
(192)
|
(1.7)
|
(192)
|
(1.7)
|
--
|
--
|
Total
|
$
4,346
|
2.4%
|
$
4,346
|
2.4%
|
--
|
--
|
Property
expenses:
|
||||||
Real
estate taxes
|
$ 939
|
4.2%
|
$ 939
|
4.2%
|
--
|
--
|
Utilities
|
2,762
|
12.6
|
2,762
|
12.6
|
--
|
--
|
Operating
services
|
(1,141)
|
(4.2)
|
(1,141)
|
(4.2)
|
--
|
--
|
Total
|
$
2,560
|
3.6%
|
$
2,560
|
3.6%
|
--
|
--
|
OTHER
DATA:
|
||||||
Number
of Consolidated Properties
|
||||||
(excluding
properties held for sale):
|
255
|
255
|
--
|
|||
Square
feet
(in
thousands)
|
29,245
|
29,245
|
--
|
Nine
Months Ended
|
||||
September
30,
|
Dollar
|
Percent
|
||
(dollars
in thousands)
|
2008
|
2007
|
Change
|
Change
|
Revenue
from rental operations and other:
|
||||
Base
rents
|
$444,499
|
$427,574
|
$
16,925
|
4.0%
|
Escalations
and recoveries from tenants
|
82,065
|
79,477
|
2,588
|
3.3
|
Other
income
|
18,955
|
17,628
|
1,327
|
7.5
|
Total
revenues from rental operations
|
545,519
|
524,679
|
20,840
|
4.0
|
Property
expenses:
|
||||
Real
estate taxes
|
71,522
|
69,744
|
1,778
|
2.5
|
Utilities
|
65,794
|
54,818
|
10,976
|
20.0
|
Operating
services
|
79,080
|
79,070
|
10
|
--
|
Total
property expenses
|
216,396
|
203,632
|
12,764
|
6.3
|
Non-property
revenues:
|
||||
Construction
services
|
36,334
|
68,722
|
(32,388)
|
(47.1)
|
Real
estate services
|
10,016
|
13,267
|
(3,251)
|
(24.5)
|
Total
non-property revenues
|
46,350
|
81,989
|
(35,639)
|
(43.5)
|
Non-property
expenses:
|
||||
Direct
construction costs
|
34,087
|
66,024
|
(31,937)
|
(48.4)
|
General
and administrative
|
33,099
|
37,351
|
(4,252)
|
(11.4)
|
Depreciation
and amortization
|
144,550
|
135,064
|
9,486
|
7.0
|
Total
non-property expenses
|
211,736
|
238,439
|
(26,703)
|
(11.2)
|
Operating
income
|
163,737
|
164,597
|
(860)
|
(0.5)
|
Other
(expense) income:
|
||||
Interest
expense
|
(94,963)
|
(94,432)
|
(531)
|
(0.6)
|
Interest
and other investment income
|
1,115
|
4,173
|
(3,058)
|
(73.3)
|
Equity
in earnings (loss) of unconsolidated joint ventures
|
(533)
|
(5,486)
|
4,953
|
90.3
|
Minority
interest in consolidated joint ventures
|
286
|
492
|
(206)
|
(41.9)
|
Gain
on sale of investment in marketable securities
|
471
|
--
|
471
|
--
|
Total
other (expense) income
|
(93,624)
|
(95,253)
|
1,629
|
1.7
|
Income
from continuing operations before minority interest
|
||||
in
Operating Partnership
|
70,113
|
69,344
|
769
|
1.1
|
Minority
interest in Operating Partnership
|
(12,751)
|
(12,564)
|
(187)
|
(1.5)
|
Income
from continuing operations
|
57,362
|
56,780
|
582
|
1.0
|
Discontinued
operations (net of minority interest):
|
||||
Income
from discontinued operations
|
--
|
1,057
|
(1,057)
|
(100.0)
|
Realized
gains (losses) and unrealized losses
|
||||
on
deposition of rental property, net
|
--
|
36,280
|
(36,280)
|
(100.0)
|
Total
discontinued operations, net
|
--
|
37,337
|
(37,337)
|
(100.0)
|
Net
income
|
57,362
|
94,117
|
(36,755)
|
(39.1)
|
Preferred
stock dividends
|
(1,500)
|
(1,500)
|
--
|
--
|
Net
income available to common shareholders
|
$ 55,862
|
$ 92,617
|
$
(36,755)
|
(39.7)%
|
Total
|
Same-Store
|
Acquired
|
||||
Company
|
Properties
|
Properties
|
||||
Dollar
|
Percent
|
Dollar
|
Percent
|
Dollar
|
Percent
|
|
(
dollars in
thousands
)
|
Change
|
Change
|
Change
|
Change
|
Change
|
Change
|
Revenue
from rental operations
|
||||||
and
other:
|
||||||
Base
rents
|
$
16,925
|
4.0%
|
$
6,416
|
1.5%
|
$10,509
|
2.5%
|
Escalations
and recoveries
|
||||||
from
tenants
|
2,588
|
3.3
|
(167)
|
(0.2)
|
2,755
|
3.5
|
Other
income
|
1,327
|
7.5
|
1,285
|
7.3
|
42
|
0.2
|
Total
|
$
20,840
|
4.0%
|
$
7,534
|
1.4%
|
$13,306
|
2.6%
|
Property
expenses:
|
||||||
Real
estate taxes
|
$ 1,778
|
2.5%
|
$ 74
|
0.1%
|
$ 1,704
|
2.4%
|
Utilities
|
10,976
|
20.0
|
10,304
|
18.8
|
672
|
1.2
|
Operating
services
|
10
|
--
|
(2,210)
|
(2.8)
|
2,220
|
2.8
|
Total
|
$
12,764
|
6.3%
|
$ 8,168
|
4.0%
|
$ 4,596
|
2.3%
|
OTHER
DATA:
|
||||||
Number
of Consolidated Properties
|
||||||
(excluding
properties held for sale):
|
255
|
251
|
4
|
|||
Square
feet
(in
thousands)
|
29,245
|
28,532
|
713
|
(1)
|
$188.7
million provided by operating
activities.
|
(2)
|
$64.8
million used in investing activities, consisting primarily of the
following:
|
(a)
|
$68.4
million used for additions to rental property and related intangibles;
plus
|
(b)
|
$6.6
million used in investing in unconsolidated joint ventures;
minus
|
(c)
|
$3.3
million received as distributions from unconsolidated joint ventures,
minus
|
(d)
|
$5.4
million received from proceeds of the sale of marketable securities
available for sale.
|
|
(3)
|
$140.9
million used in financing activities, consisting primarily of the
following:
|
(a)
|
$630.1
million from borrowings under the Company’s unsecured credit facility;
plus
|
(b)
|
$352.0
million from borrowings from money market loans;
plus
|
(c)
|
$2.3
million in proceeds from stock options exercised;
minus
|
(d)
|
$587.1
million used for the repayment of borrowings under the Company’s unsecured
credit facility; minus
|
(e)
|
$24.6
million used for the repayment of mortgages, loans payable and other
obligations; minus
|
(f)
|
$352.0
million used for repayment of money market loans;
minus
|
(g)
|
$156.4
million used for the payment of dividends and distributions;
minus
|
(h)
|
$5.2
million used for the repurchase of common
stock.
|
Balance
($000’s)
|
%
of Total
|
Weighted
Average
Interest
Rate (a)
|
Weighted
Average
Maturity
in
Years
|
|
Fixed
Rate Unsecured Debt
|
||||
and
Other Obligations
|
$1,651,037
|
74.01%
|
6.31%
|
3.58
|
Fixed
Rate Secured Debt
|
286,824
|
12.86%
|
5.35%
|
3.41
|
Variable
Rate Unsecured Debt
|
293,000
|
13.13%
|
3.22%
|
2.73
|
Totals/Weighted
Average:
|
$2,230,861
|
100.00%
|
5.78%
|
3.44
|
Period
|
Scheduled
Amortization
($000’s)
|
Principal
Maturities
($000’s)
|
Total
($000’s)
|
Weighted
Average
Interest
Rate of
Future
Repayments (a)
|
2008
|
$ 6,331
|
--
|
$ 6,331
|
4.94%
|
2009
|
15,018
|
$ 300,000
|
315,018
|
7.37%
|
2010
|
2,584
|
334,500
|
337,084
|
5.26%
|
2011
|
2,745
|
593,000
|
595,745
|
5.60%
|
2012
|
2,864
|
210,148
|
213,012
|
6.13%
|
Thereafter
|
5,702
|
760,618
|
766,320
|
5.41%
|
Sub-total
|
35,244
|
2,198,266
|
2,233,510
|
5.78%
|
Adjustment
for unamortized
|
||||
debt
discount/premium, net,
|
||||
as
of September 30, 2008
|
$
(2,649)
|
--
|
$ (2,649)
|
|
Totals/Weighted
Average
|
$32,595
|
$2,198,266
|
$2,230,861
|
5.78%
|
Common
|
Common
|
||
Stock
|
Units
|
Total
|
|
Outstanding
at January 1, 2008
|
65,558,073
|
14,985,538
|
80,543,611
|
Stock
options exercised
|
81,675
|
--
|
81,675
|
Common
units redeemed for Common Stock
|
129,399
|
(129,399)
|
--
|
Shares
issued under Dividend Reinvestment
|
|||
and
Stock Purchase Plan
|
6,663
|
--
|
6,663
|
Issuance
of restricted stock
|
250,886
|
--
|
250,886
|
Repurchase
of Common Stock
|
(151,230)
|
--
|
(151,230)
|
Outstanding
at September 30, 2008
|
65,875,466
|
14,856,139
|
80,731,605
|
Payments
Due by Period
|
||||||
Less
than 1
|
1
– 3
|
4
– 5
|
6
– 10
|
After
10
|
||
(dollars
in thousands)
|
Total
|
Year
|
Years
|
Years
|
Years
|
Years
|
Senior
unsecured notes
|
$2,005,780
|
$389,619
|
$ 602,701
|
$402,954
|
$610,506
|
--
|
Revolving
credit facility
|
318,928
|
9,428
|
309,500
|
--
|
--
|
--
|
Mortgages,
loans payable
|
||||||
and
other obligations
|
356,938
|
35,584
|
191,077
|
50,868
|
79,409
|
--
|
Payments
in lieu of taxes
|
||||||
(PILOT)
|
62,764
|
4,193
|
12,856
|
8,780
|
24,289
|
$12,646
|
Ground
lease payments
|
37,100
|
515
|
1,507
|
1,023
|
2,328
|
31,727
|
Total
|
$2,781,510
|
$439,339
|
$1,117,641
|
$463,625
|
$716,532
|
$44,373
|
·
|
changes
in the general economic climate and conditions, including those affecting
industries in which our principal tenants compete;
|
·
|
the
extent of any tenant bankruptcies or of any early lease
terminations;
|
·
|
our
ability to lease or re-lease space at current or anticipated
rents;
|
·
|
changes
in the supply of and demand for office, office/flex and
industrial/warehouse properties;
|
·
|
changes
in interest rate levels;
|
·
|
changes
in operating costs;
|
·
|
our
ability to obtain adequate insurance, including coverage for terrorist
acts;
|
·
|
the
availability of financing;
|
·
|
changes
in governmental regulation, tax rates and similar matters;
and
|
·
|
other
risks associated with the development and acquisition of properties,
including risks that the development may not be completed on schedule,
that the tenants will not take occupancy or pay rent, or that development
or operating costs may be greater than
anticipated.
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market
Risk
|
(dollars
in thousands)
|
||||||||
September
30, 2008
|
Maturity
Date
|
|||||||
Debt,
|
10/1/08
–
|
|||||||
including current
portion
|
12/31/08
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
Total
|
Fair
Value
|
Fixed
Rate
|
$5,360
|
$314,115
|
$336,407
|
$302,329
|
$212,806
|
$766,844
|
$1,937,861
|
$1,808,231
|
Average
Interest Rate
|
4.94%
|
7.37%
|
5.26%
|
7.91%
|
6.13%
|
5.41%
|
6.16%
|
|
Variable
Rate
|
$293,000
|
$ 293,000
|
$ 283,702
|
(a)
|
On
October 28, 2008, the Company obtained $240 million in mortgage financing
from The Northwestern Mutual Life Insurance Company and New York Life
Insurance Company as co-lenders. The mortgage loan, which is
collateralized by the Company’s Harborside Plaza 5 office property, bears
interest at a rate of 6.8 percent per annum and matures on November 1,
2018. Combined monthly principal and interest payments under
the mortgage loans will be $1,564,622. The mortgage loan
includes customary events of default which, subject to notice and cure
periods, provide for the acceleration of all payments under the loans upon
the occurrence of an event of default. Proceeds from the loan were used to
pay down outstanding borrowings under the Company’s unsecured revolving
credit facility.
|
(b)
|
None.
|
|
The
exhibits required by this item are set forth on the Exhibit Index attached
hereto.
|
Mack-Cali Realty
Corporation
|
||
(Registrant)
|
||
Date: October
29, 2008
|
By:
|
/s/
Mitchell E. Hersh
|
Mitchell
E. Hersh
|
||
President
and
|
||
Chief
Executive Officer
|
||
Date: October
29, 2008
|
By:
|
/s/
Barry Lefkowitz
|
Barry
Lefkowitz
|
||
Executive
Vice President and
|
||
Chief
Financial Officer
|
||
Exhibit
Number
|
Exhibit Title
|
|
3.1
|
Restated
Charter of Mack-Cali Realty Corporation dated June 11, 2001 (filed as
Exhibit 3.1 to the Company’s Form 10-Q dated June 30, 2001
and incorporated herein by reference).
|
|
3.2
|
Amended
and Restated Bylaws of Mack-Cali Realty Corporation dated June 10,
1999 (filed as Exhibit 3.2 to the Company’s Form 8-K dated
June 10, 1999 and incorporated herein by
reference).
|
|
3.3
|
Amendment
No. 1 to the Amended and Restated Bylaws of Mack-Cali Realty
Corporation dated March 4, 2003, (filed as Exhibit 3.3 to the
Company’s Form 10-Q dated March 31, 2003 and incorporated herein
by reference).
|
|
3.4
|
Amendment
No. 2 to the Mack-Cali Realty Corporation Amended and Restated Bylaws
dated May 24, 2006 (filed as Exhibit 3.1 to the Company’s Form 8-K dated
May 24, 2006 and incorporated herein by reference).
|
|
3.5
|
Second
Amended and Restated Agreement of Limited Partnership of Mack-Cali Realty,
L.P. dated December 11, 1997 (filed as Exhibit 10.110 to the
Company’s Form 8-K dated December 11, 1997 and incorporated
herein by reference).
|
|
3.6
|
Amendment
No. 1 to the Second Amended and Restated Agreement of Limited
Partnership of Mack-Cali Realty, L.P. dated August 21, 1998 (filed as
Exhibit 3.1 to the Company’s and the Operating Partnership’s
Registration Statement on Form S-3, Registration No. 333-57103,
and incorporated herein by reference).
|
|
3.7
|
Second
Amendment to the Second Amended and Restated Agreement of Limited
Partnership of Mack-Cali Realty, L.P. dated July 6, 1999 (filed as
Exhibit 10.1 to the Company’s Form 8-K dated July 6, 1999
and incorporated herein by reference).
|
|
3.8
|
Third
Amendment to the Second Amended and Restated Agreement of Limited
Partnership of Mack-Cali Realty, L.P. dated September 30, 2003 (filed
as Exhibit 3.7 to the Company’s Form 10-Q dated
September 30, 2003 and incorporated herein by
reference).
|
|
3.9
|
Certificate
of Designation of Series B Preferred Operating Partnership Units of
Limited Partnership Interest of Mack-Cali Realty, L.P. (filed as
Exhibit 10.101 to the Company’s Form 8-K dated December 11,
1997 and incorporated herein by reference).
|
|
3.10
|
Articles
Supplementary for the 8% Series C Cumulative Redeemable Perpetual
Preferred Stock dated March 11, 2003 (filed as Exhibit 3.1 to
the Company’s Form 8-K dated March 14, 2003 and incorporated
herein by reference).
|
|
3.11
|
Certificate
of Designation for the 8% Series C Cumulative Redeemable Perpetual
Preferred Operating Partnership Units dated March 14, 2003 (filed as
Exhibit 3.2 to the Company’s Form 8-K dated March 14, 2003
and incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
4.1
|
Amended
and Restated Shareholder Rights Agreement, dated as of March 7, 2000,
between Mack-Cali Realty Corporation and EquiServe Trust Company, N.A., as
Rights Agent (filed as Exhibit 4.1 to the Company’s Form 8-K
dated March 7, 2000 and incorporated herein by
reference).
|
|
4.2
|
Amendment
No. 1 to the Amended and Restated Shareholder Rights Agreement, dated
as of June 27, 2000, by and among Mack-Cali Realty Corporation and
EquiServe Trust Company, N.A. (filed as Exhibit 4.1 to the Company’s
Form 8-K dated June 27, 2000 and incorporated herein by
reference).
|
|
4.3
|
Indenture
dated as of March 16, 1999, by and among Mack-Cali Realty, L.P., as
issuer, Mack-Cali Realty Corporation, as guarantor, and Wilmington Trust
Company, as trustee (filed as Exhibit 4.1 to the Operating
Partnership’s Form 8-K dated March 16, 1999 and incorporated
herein by reference).
|
|
4.4
|
Supplemental
Indenture No. 1 dated as of March 16, 1999, by and among
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Operating Partnership’s
Form 8-K dated March 16, 1999 and incorporated herein by
reference).
|
|
4.5
|
Supplemental
Indenture No. 2 dated as of August 2, 1999, by and among
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.4 to the Operating Partnership’s
Form 10-Q dated June 30, 1999 and incorporated herein by
reference).
|
|
4.6
|
Supplemental
Indenture No. 3 dated as of December 21, 2000, by and among
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Operating Partnership’s
Form 8-K dated December 21, 2000 and incorporated herein by
reference).
|
|
4.7
|
Supplemental
Indenture No. 4 dated as of January 29, 2001, by and among
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Operating Partnership’s
Form 8-K dated January 29, 2001 and incorporated herein by
reference).
|
|
4.8
|
Supplemental
Indenture No. 5 dated as of December 20, 2002, by and between
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Operating Partnership’s
Form 8-K dated December 20, 2002 and incorporated herein by
reference).
|
|
4.9
|
Supplemental
Indenture No. 6 dated as of March 14, 2003, by and between
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated
March 14, 2003 and incorporated herein by
reference).
|
|
4.10
|
Supplemental
Indenture No. 7 dated as of June 12, 2003, by and between
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated
June 12, 2003 and incorporated herein by
reference).
|
|
4.11
|
Supplemental
Indenture No. 8 dated as of February 9, 2004, by and between
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated
February 9, 2004 and incorporated herein by
reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
4.12
|
Supplemental
Indenture No. 9 dated as of March 22, 2004, by and between
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated
March 22, 2004 and incorporated herein by
reference).
|
|
4.13
|
Supplemental
Indenture No. 10 dated as of January 25, 2005, by and between
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated
January 25, 2005 and incorporated herein by
reference).
|
|
4.14
|
Supplemental
Indenture No. 11 dated as of April 15, 2005, by and between
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated
April 15, 2005 and incorporated herein by
reference).
|
|
4.15
|
Supplemental
Indenture No. 12 dated as of November 30, 2005, by and between
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated
November 30, 2005 and incorporated herein by
reference).
|
|
4.16
|
Supplemental
Indenture No. 13 dated as of January 24, 2006, by and between
Mack-Cali Realty, L.P., as issuer, and Wilmington Trust Company, as
trustee (filed as Exhibit 4.2 to the Company’s Form 8-K dated
January 18, 2006 and incorporated herein by
reference).
|
|
4.17
|
Deposit
Agreement dated March 14, 2003 by and among Mack-Cali Realty
Corporation, EquiServe Trust Company, N.A., and the holders from time to
time of the Depositary Receipts described therein (filed as
Exhibit 4.1 to the Company’s Form 8-K dated March 14, 2003
and incorporated herein by reference).
|
|
10.1
|
Amended
and Restated Employment Agreement dated as of July 1, 1999 between
Mitchell E. Hersh and Mack-Cali Realty Corporation (filed as
Exhibit 10.2 to the Company’s Form 10-Q dated June 30, 1999
and incorporated herein by reference).
|
|
10.2
|
Second
Amended and Restated Employment Agreement dated as of July 1, 1999
between Barry Lefkowitz and Mack-Cali Realty Corporation (filed as
Exhibit 10.6 to the Company’s Form 10-Q dated June 30, 1999
and incorporated herein by reference).
|
|
10.3
|
Second
Amended and Restated Employment Agreement dated as of July 1, 1999
between Roger W. Thomas and Mack-Cali Realty Corporation (filed as
Exhibit 10.7 to the Company’s Form 10-Q dated June 30, 1999
and incorporated herein by reference).
|
|
10.4
|
Employment
Agreement dated as of December 5, 2000 between Michael Grossman and
Mack-Cali Realty Corporation (filed as Exhibit 10.5 to the Company’s
Form 10-K for the year ended December 31, 2000 and incorporated
herein by reference).
|
|
10.5
|
Employment
Agreement dated as of May 9, 2006 by and between Mark Yeager and
Mack-Cali Realty Corporation (filed as Exhibit 10.15 to the Company’s Form
8-K dated May 9, 2006 and incorporated herein by
reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.6
|
Restricted
Share Award Agreement dated as of July 1, 1999 between Mitchell E.
Hersh and Mack-Cali Realty Corporation (filed as Exhibit 10.8 to the
Company’s Form 10-Q dated June 30, 1999 and incorporated herein
by reference).
|
|
10.7
|
Restricted
Share Award Agreement dated as of July 1, 1999 between Barry
Lefkowitz and Mack-Cali Realty Corporation (filed as Exhibit 10.12 to
the Company’s Form 10-Q dated June 30, 1999 and incorporated
herein by reference).
|
|
10.8
|
Restricted
Share Award Agreement dated as of July 1, 1999 between Roger W.
Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.13 to
the Company’s Form 10-Q dated June 30, 1999 and incorporated
herein by reference).
|
|
10.9
|
Restricted
Share Award Agreement dated as of March 12, 2001 between Roger W.
Thomas and Mack-Cali Realty Corporation (filed as Exhibit 10.10 to
the Company’s Form 10-Q dated March 31, 2001 and incorporated
herein by reference).
|
|
10.10
|
Restricted
Share Award Agreement dated as of March 12, 2001 between Michael
Grossman and Mack-Cali Realty Corporation (filed as Exhibit 10.11 to
the Company’s Form 10-Q dated March 31, 2001 and incorporated
herein by reference).
|
|
10.11
|
Restricted
Share Award Agreement effective as of January 2, 2003 by and between
Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as
Exhibit 10.1 to the Company’s Form 8-K dated January 2,
2003 and incorporated herein by reference).
|
|
10.12
|
Tax
Gross Up Agreement effective as of January 2, 2003 by and between
Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as
Exhibit 10.2 to the Company’s Form 8-K dated January 2,
2003 and incorporated herein by reference).
|
|
10.13
|
First
Amendment effective as of January 2, 2003 to the Restricted Share
Award Agreement dated July 1, 1999 between Mack-Cali Realty
Corporation and Mitchell E. Hersh (filed as Exhibit 10.3 to the
Company’s Form 8-K dated January 2, 2003 and incorporated herein
by reference).
|
|
10.14
|
Restricted
Share Award Agreement effective as of January 2, 2003 by and between
Mack-Cali Realty Corporation and Barry Lefkowitz (filed as
Exhibit 10.7 to the Company’s Form 8-K dated January 2,
2003 and incorporated herein by reference).
|
|
10.15
|
Tax
Gross Up Agreement effective as of January 2, 2003 by and between
Mack-Cali Realty Corporation and Barry Lefkowitz (filed as
Exhibit 10.8 to the Company’s Form 8-K dated January 2,
2003 and incorporated herein by reference).
|
|
10.16
|
First
Amendment effective as of January 2, 2003 to the Restricted Share
Award Agreement dated July 1, 1999 between Mack-Cali Realty
Corporation and Barry Lefkowitz (filed as Exhibit 10.9 to the
Company’s Form 8-K dated January 2, 2003 and incorporated herein
by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.17
|
Restricted
Share Award Agreement effective as of January 2, 2003 by and between
Mack-Cali Realty Corporation and Roger W. Thomas (filed as
Exhibit 10.10 to the Company’s Form 8-K dated January 2,
2003 and incorporated herein by reference).
|
|
10.18
|
Tax
Gross Up Agreement effective as of January 2, 2003 by and between
Mack-Cali Realty Corporation and Roger W. Thomas (filed as
Exhibit 10.11 to the Company’s Form 8-K dated January 2,
2003 and incorporated herein by reference).
|
|
10.19
|
First
Amendment effective as of January 2, 2003 to the Restricted Share
Award Agreement dated July 1, 1999 between Mack-Cali Realty
Corporation and Roger W. Thomas (filed as Exhibit 10.12 to the
Company’s Form 8-K dated January 2, 2003 and incorporated herein
by reference).
|
|
10.20
|
First
Amendment effective as of January 2, 2003 to the Restricted Share
Award Agreement dated March 12, 2001 between Mack-Cali Realty
Corporation and Roger W. Thomas (filed as Exhibit 10.13 to the
Company’s Form 8-K dated January 2, 2003 and incorporated herein
by reference).
|
|
10.21
|
Restricted
Share Award Agreement effective as of January 2, 2003 by and between
Mack-Cali Realty Corporation and Michael A. Grossman (filed as
Exhibit 10.14 to the Company’s Form 8-K dated January 2,
2003 and incorporated herein by reference).
|
|
10.22
|
Tax
Gross Up Agreement effective as of January 2, 2003 by and between
Mack-Cali Realty Corporation and Michael A. Grossman (filed as
Exhibit 10.15 to the Company’s Form 8-K dated January 2,
2003 and incorporated herein by reference).
|
|
10.23
|
Restricted
Share Award Agreement dated December 6, 1999 by and between Mack-Cali
Realty Corporation and Michael A. Grossman (filed as Exhibit 10.16 to
the Company’s Form 8-K dated January 2, 2003 and incorporated
herein by reference).
|
|
10.24
|
First
Amendment effective as of January 2, 2003 to the Restricted Share
Award Agreement dated December 6, 1999 between Mack-Cali Realty
Corporation and Michael A. Grossman (filed as Exhibit 10.17 to the
Company’s Form 8-K dated January 2, 2003 and incorporated herein
by reference).
|
|
10.25
|
First
Amendment effective as of January 2, 2003 to the Restricted Share
Award Agreement dated March 12, 2001 between Mack-Cali Realty
Corporation and Michael A. Grossman (filed as Exhibit 10.18 to the
Company’s Form 8-K dated January 2, 2003 and incorporated herein
by reference).
|
|
10.26
|
Restricted
Share Award Agreement effective as of December 2, 2003 by and between
Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as
Exhibit 10.1 to the Company’s Form 8-K dated December 2,
2003 and incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.27
|
Tax
Gross Up Agreement effective as of December 2, 2003 by and between
Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as
Exhibit 10.2 to the Company’s Form 8-K dated December 2,
2003 and incorporated herein by reference).
|
|
10.28
|
Restricted
Share Award Agreement effective as of December 2, 2003 by and between
Mack-Cali Realty Corporation and Barry Lefkowitz (filed as
Exhibit 10.5 to the Company’s Form 8-K dated December 2,
2003 and incorporated herein by reference).
|
|
10.29
|
Tax
Gross Up Agreement effective as of December 2, 2003 by and between
Mack-Cali Realty Corporation and Barry Lefkowitz (filed as
Exhibit 10.6 to the Company’s Form 8-K dated December 2,
2003 and incorporated herein by reference).
|
|
10.30
|
Restricted
Share Award Agreement effective as of December 2, 2003 by and between
Mack-Cali Realty Corporation and Roger W. Thomas (filed as
Exhibit 10.7 to the Company’s Form 8-K dated December 2,
2003 and incorporated herein by reference).
|
|
10.31
|
Tax
Gross Up Agreement effective as of December 2, 2003 by and between
Mack-Cali Realty Corporation and Roger W. Thomas (filed as
Exhibit 10.8 to the Company’s Form 8-K dated December 2,
2003 and incorporated herein by reference).
|
|
10.32
|
Restricted
Share Award Agreement effective as of December 2, 2003 by and between
Mack-Cali Realty Corporation and Michael Grossman (filed as
Exhibit 10.9 to the Company’s Form 8-K dated December 2,
2003 and incorporated herein by reference).
|
|
10.33
|
Tax
Gross Up Agreement effective as of December 2, 2003 by and between
Mack-Cali Realty Corporation and Michael Grossman (filed as
Exhibit 10.10 to the Company’s Form 8-K dated December 2,
2003 and incorporated herein by reference).
|
|
10.34
|
Restricted
Share Award Agreement effective December 7, 2004 by and between
Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as
Exhibit 10.2 to the Company’s Form 8-K dated December 7,
2004 and incorporated herein by reference).
|
|
10.35
|
Tax
Gross Up Agreement effective December 7, 2004 by and between
Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as
Exhibit 10.3 to the Company’s Form 8-K dated December 7,
2004 and incorporated herein by reference).
|
|
10.36
|
Restricted
Share Award Agreement effective December 7, 2004 by and between
Mack-Cali Realty Corporation and Barry Lefkowitz (filed as
Exhibit 10.4 to the Company’s Form 8-K dated December 7,
2004 and incorporated herein by reference).
|
|
10.37
|
Tax
Gross Up Agreement effective December 7, 2004 by and between
Mack-Cali Realty Corporation and Barry Lefkowitz (filed as
Exhibit 10.5 to the Company’s Form 8-K dated December 7,
2004 and incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.38
|
Restricted
Share Award Agreement effective December 7, 2004 by and between
Mack-Cali Realty Corporation and Roger W. Thomas (filed as
Exhibit 10.6 to the Company’s Form 8-K dated December 7,
2004 and incorporated herein by reference).
|
|
10.39
|
Tax
Gross Up Agreement effective December 7, 2004 by and between
Mack-Cali Realty Corporation and Roger W. Thomas (filed as
Exhibit 10.7 to the Company’s Form 8-K dated December 7,
2004 and incorporated herein by reference).
|
|
10.40
|
Restricted
Share Award Agreement effective December 7, 2004 by and between
Mack-Cali Realty Corporation and Michael A. Grossman (filed as
Exhibit 10.8 to the Company’s Form 8-K dated December 7,
2004 and incorporated herein by reference).
|
|
10.41
|
Tax
Gross Up Agreement effective December 7, 2004 by and between
Mack-Cali Realty Corporation and Michael A. Grossman (filed as
Exhibit 10.9 to the Company’s Form 8-K dated December 7,
2004 and incorporated herein by reference).
|
|
10.42
|
Restricted
Share Award Agreement effective December 6, 2005 by and between
Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as
Exhibit 10.2 to the Company’s Form 8-K dated December 6,
2005 and incorporated herein by reference).
|
|
10.43
|
Tax
Gross Up Agreement effective December 6, 2005 by and between
Mack-Cali Realty Corporation and Mitchell E. Hersh (filed as
Exhibit 10.3 to the Company’s Form 8-K dated December 6,
2005 and incorporated herein by reference).
|
|
10.44
|
Restricted
Share Award Agreement effective December 6, 2005 by and between
Mack-Cali Realty Corporation and Barry Lefkowitz (filed as
Exhibit 10.4 to the Company’s Form 8-K dated December 6,
2005 and incorporated herein by reference).
|
|
10.45
|
Tax
Gross Up Agreement effective December 6, 2005 by and between
Mack-Cali Realty Corporation and Barry Lefkowitz (filed as
Exhibit 10.5 to the Company’s Form 8-K dated December 6,
2005 and incorporated herein by reference).
|
|
10.46
|
Restricted
Share Award Agreement effective December 6, 2005 by and between
Mack-Cali Realty Corporation and Roger W. Thomas (filed as
Exhibit 10.6 to the Company’s Form 8-K dated December 6,
2005 and incorporated herein by reference).
|
|
10.47
|
Tax
Gross Up Agreement effective December 6, 2005 by and between
Mack-Cali Realty Corporation and Roger W. Thomas (filed as
Exhibit 10.7 to the Company’s Form 8-K dated December 6,
2005 and incorporated herein by reference).
|
|
10.48
|
Restricted
Share Award Agreement effective December 6, 2005 by and between
Mack-Cali Realty Corporation and Michael A. Grossman (filed as
Exhibit 10.8 to the Company’s Form 8-K dated December 6,
2005 and incorporated herein by
reference).
|
Exhibit
Number
|
Exhibit Title
|
|
10.49
|
Tax
Gross Up Agreement effective December 6, 2005 by and between
Mack-Cali Realty Corporation and Michael A. Grossman (filed as
Exhibit 10.9 to the Company’s Form 8-K dated December 6,
2005 and incorporated herein by reference).
|
|
10.50
|
Restricted
Share Award Agreement by and between Mack-Cali Realty Corporation and Mark
Yeager (filed as Exhibit 10.16 to the Company’s Form 8-K dated May 9, 2006
and incorporated herein by reference).
|
|
10.51
|
Restricted
Share Award Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.1 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.52
|
Tax
Gross Up Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.2 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.53
|
Restricted
Share Award Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.3 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.54
|
Tax
Gross Up Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Mitchell E. Hersh (filed as Exhibit 10.4 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.55
|
Restricted
Share Award Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.5 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.56
|
Tax
Gross Up Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.6 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.57
|
Restricted
Share Award Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.7 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.58
|
Tax
Gross Up Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Barry Lefkowitz (filed as Exhibit 10.8 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
Exhibit
Number
|
Exhibit Title
|
|
10.59
|
Restricted
Share Award Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Roger W. Thomas (filed as Exhibit 10.9 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.60
|
Tax
Gross Up Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Roger W. Thomas (filed as Exhibit 10.10 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.61
|
Restricted
Share Award Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Roger W. Thomas (filed as Exhibit 10.11 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.62
|
Tax
Gross Up Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Roger W. Thomas (filed as Exhibit 10.12 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.63
|
Restricted
Share Award Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Michael A. Grossman (filed as Exhibit 10.13 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.64
|
Tax
Gross Up Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Michael A. Grossman (filed as Exhibit 10.14 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.65
|
Restricted
Share Award Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Michael A. Grossman (filed as Exhibit 10.15 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.66
|
Tax
Gross Up Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Michael A. Grossman (filed as Exhibit 10.16 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.67
|
Restricted
Share Award Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Mark Yeager (filed as Exhibit 10.17 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.68
|
Tax
Gross Up Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Mark Yeager (filed as Exhibit 10.18 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.69
|
Restricted
Share Award Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Mark Yeager (filed as Exhibit 10.19 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.70
|
Tax
Gross Up Agreement effective December 5, 2006 by and between Mack-Cali
Realty Corporation and Mark Yeager (filed as Exhibit 10.20 to the
Company’s Form 8-K dated December 5, 2006 and incorporated herein by
reference).
|
|
10.71
|
Form
of Multi-Year Restricted Share Award Agreement (filed as Exhibit 10.1 to
the Company’s Form 8-K dated September 12, 2007 and incorporated herein by
reference).
|
|
10.72
|
Form
of Tax Gross-Up Agreement (filed as Exhibit 10.2 to the Company’s Form 8-K
dated September 12, 2007 and incorporated herein by
reference).
|
|
10.73
|
Form
of Restricted Share Award Agreement effective December 4, 2007 by and
between Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry
Lefkowitz, Michael Grossman, Mark Yeager and Roger W. Thomas (filed as
Exhibit 10.1 to the Company’s Form 8-K dated December 4, 2007 and
incorporated herein by reference).
|
|
10.74
|
Form
of Tax Gross-Up Agreement effective December 4, 2007 by and between
Mack-Cali Realty Corporation and each of Mitchell E. Hersh, Barry
Lefkowitz, Michael Grossman, Mark Yeager and Roger W. Thomas (filed as
Exhibit 10.2 to the Company’s Form 8-K dated December 4, 2007 and
incorporated herein by reference).
|
|
10.75
|
Amended
and Restated Revolving Credit Agreement dated as of September 27,
2002, among Mack-Cali Realty, L.P. and JPMorgan Chase Bank, Fleet National
Bank and Other Lenders Which May Become Parties Thereto with JPMorgan
Chase Bank, as administrative agent, swing lender and fronting bank, Fleet
National Bank and Commerzbank AG, New York and Grand Cayman branches as
syndication agents, Bank of America, N.A. and Wells Fargo Bank, National
Association, as documentation agents, and J.P. Morgan Securities Inc. and
Fleet Securities, Inc, as arrangers (filed as Exhibit 10.1 to the
Company’s Form 8-K dated September 27, 2002 and incorporated
herein by reference).
|
|
10.76
|
Second
Amended and Restated Revolving Credit Agreement among Mack-Cali Realty,
L.P., JPMorgan Chase Bank, N.A., Bank of America, N.A., and other lending
institutions that are or may become a party to the Second Amended and
Restated Revolving Credit Agreement dated as of November 23, 2004
(filed as Exhibit 10.1 to the Company’s Form 8-K dated
November 23, 2004 and incorporated herein by
reference).
|
|
10.77
|
Extension
and Modification Agreement dated as of September 16, 2005 by and
among Mack-Cali Realty, L.P., JPMorgan Chase Bank, N.A., as administrative
agent, and the several Lenders Party thereto (filed as Exhibit 10.1
to the Company’s Form 8-K dated September 16, 2005 and
incorporated herein by reference).
|
|
10.78
|
Second
Modification Agreement dated as of July 14, 2006 by and among Mack-Cali
Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent, and the
several Lenders party thereto (filed as Exhibit 10.1 to the Company’s Form
8-K dated July 14, 2006 and incorporated herein by
reference).
|
|
10.79
|
Extension
and Third Modification Agreement dated as of June 22, 2007 by and among
Mack-Cali Realty, L.P., JPMorgan Chase Bank, N.A., as administrative
agent, and the several Lenders party thereto. (filed as Exhibit 10.1 to
the Company’s Form 8-K dated June 22, 2007 and incorporated herein by
reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.80
|
Fourth
Modification Agreement dated as of September 21, 2007 by and among Mack
Cali Realty, L.P., JPMorgan Chase Bank, N.A., as administrative agent and
the several Lenders party thereto (filed as Exhibit 10.1 to the Company’s
Form 8-K dated September 21, 2007 and incorporated herein by
reference).
|
|
10.81
|
Amended
and Restated Master Loan Agreement dated as of November 12, 2004
among Mack-Cali Realty, L.P., and Affiliates of Mack-Cali Realty
Corporation and Mack-Cali Realty, L.P., as Borrowers, Mack-Cali Realty
Corporation and Mack-Cali Realty L.P., as Guarantors and The Prudential
Insurance Company of America, as Lender (filed as Exhibit 10.1 to the
Company’s Form 8-K dated November 12, 2004 and incorporated
herein by reference).
|
|
10.82
|
Contribution
and Exchange Agreement among The MK Contributors, The MK Entities, The
Patriot Contributors, The Patriot Entities, Patriot American Management
and Leasing Corp., Cali Realty, L.P. and Cali Realty Corporation, dated
September 18, 1997 (filed as Exhibit 10.98 to the Company’s
Form 8-K dated September 19, 1997 and incorporated herein by
reference).
|
|
10.83
|
First
Amendment to Contribution and Exchange Agreement, dated as of
December 11, 1997, by and among the Company and the Mack Group (filed
as Exhibit 10.99 to the Company’s Form 8-K dated
December 11, 1997 and incorporated herein by
reference).
|
|
10.84
|
Employee
Stock Option Plan of Mack-Cali Realty Corporation (filed as
Exhibit 10.1 to the Company’s Post-Effective Amendment No. 1 to
Form S-8, Registration No. 333-44443, and incorporated herein by
reference).
|
|
10.85
|
Director
Stock Option Plan of Mack-Cali Realty Corporation (filed as
Exhibit 10.2 to the Company’s Post-Effective Amendment No. 1 to
Form S-8, Registration No. 333-44443, and incorporated herein by
reference).
|
|
10.86
|
2000
Employee Stock Option Plan (filed as Exhibit 10.1 to the Company’s
Registration Statement on Form S-8, Registration No. 333-52478,
and incorporated herein by reference), as amended by the First Amendment
to the 2000 Employee Stock Option Plan (filed as Exhibit 10.17 to the
Company’s Form 10-Q dated June 30, 2002 and incorporated herein
by reference).
|
|
10.87
|
Amended
and Restated 2000 Director Stock Option Plan (filed as Exhibit 10.2
to the Company’s Post-Effective Amendment No. 1 to Registration
Statement on Form S-8, Registration No. 333-100244, and
incorporated herein by reference).
|
|
10.88
|
Mack-Cali
Realty Corporation 2004 Incentive Stock Plan (filed as Exhibit 10.1
to the Company’s Registration Statement on Form S-8, Registration
No. 333-116437, and incorporated herein by
reference).
|
|
10.89
|
Deferred
Compensation Plan for Directors (filed as Exhibit 10.1 to the
Company’s Registration Statement on Form S-8, Registration
No. 333-80081, and incorporated herein by
reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.90
|
Form of
Indemnification Agreement by and between Mack-Cali Realty Corporation and
each of William L. Mack, John J. Cali, Mitchell E. Hersh, John R. Cali,
David S. Mack, Martin S. Berger, Alan S. Bernikow, Kenneth M. Duberstein,
Martin D. Gruss, Nathan Gantcher, Vincent Tese, Roy J. Zuckerberg, Alan G.
Philibosian, Irvin D. Reid, Robert F. Weinberg, Barry Lefkowitz, Roger W.
Thomas, Michael A. Grossman, Mark Yeager, Anthony Krug, Dean Cingolani,
Anthony DeCaro Jr., Mark Durno, William Fitzpatrick, John Kropke, Nicholas
Mitarotonda, Jr., Michael Nevins, Virginia Sobol, Albert Spring,
Daniel Wagner, Deborah Franklin, John Marazzo, Christopher DeLorenzo,
Jeffrey Warner, Diane Chayes and James Corrigan (filed as
Exhibit 10.28 to the Company’s Form 10-Q dated
September 30, 2002 and incorporated herein by
reference).
|
|
10.91
|
Indemnification
Agreement dated October 22, 2002 by and between Mack-Cali Realty
Corporation and John Crandall (filed as Exhibit 10.29 to the
Company’s Form 10-Q dated September 30, 2002 and incorporated
herein by reference).
|
|
10.92
|
Second
Amendment to Contribution and Exchange Agreement, dated as of
June 27, 2000, between RMC Development Company, LLC f/k/a Robert
Martin Company, LLC, Robert Martin Eastview North Company, L.P., the
Company and the Operating Partnership (filed as Exhibit 10.44 to the
Company’s Form 10-K dated December 31, 2002 and incorporated
herein by reference).
|
|
10.93
|
Limited
Partnership Agreement of Meadowlands Mills/Mack-Cali Limited Partnership
by and between Meadowlands Mills Limited Partnership, Mack-Cali
Meadowlands Entertainment L.L.C. and Mack-Cali Meadowlands Special L.L.C.
dated November 25, 2003 (filed as Exhibit 10.1 to the Company’s
Form 8-K dated December 3, 2003 and incorporated herein by
reference).
|
|
10.94
|
Redevelopment
Agreement by and between the New Jersey Sports and Exposition Authority
and Meadowlands Mills/Mack-Cali Limited Partnership dated December 3,
2003 (filed as Exhibit 10.2 to the Company’s Form 8-K dated
December 3, 2003 and incorporated herein by
reference).
|
|
10.95
|
First
Amendment to Redevelopment Agreement by and between the New Jersey Sports
and Exposition Authority and Meadowlands Mills/Mack-Cali Limited
Partnership dated October 5, 2004 (filed as Exhibit 10.54 to the
Company’s Form 10-Q dated September 30, 2004 and incorporated
herein by reference).
|
|
10.96
|
Letter
Agreement by and between Mack-Cali Realty Corporation and The Mills
Corporation dated October 5, 2004 (filed as Exhibit 10.55 to the
Company’s Form 10-Q dated September 30, 2004 and incorporated
herein by reference).
|
|
10.97
|
First
Amendment to Limited Partnership Agreement of Meadowlands Mills/Mack-Cali
Limited Partnership by and between Meadowlands Mills Limited Partnership,
Mack-Cali Meadowlands Entertainment L.L.C. and Mack-Cali Meadowlands
Special L.L.C. dated as of June 30, 2005 (filed as Exhibit 10.66
to the Company’s Form 10-Q dated June 30, 2005 and incorporated
herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.98
|
Mack-Cali
Rights, Obligations and Option Agreement by and between Meadowlands
Developer Limited Partnership, Meadowlands Limited Partnership,
Meadowlands Developer Holding Corp., Meadowlands Mack-Cali GP, L.L.C.,
Mack-Cali Meadowlands Special, L.L.C., Baseball Meadowlands
Mills/Mack-Cali Limited Partnership, A-B Office Meadowlands Mack-Cali
Limited Partnership, C-D Office Meadowlands Mack-Cali Limited Partnership,
Hotel Meadowlands Mack-Cali Limited Partnership and ERC Meadowlands
Mills/Mack-Cali Limited Partnership dated November 22, 2006 (filed as
Exhibit 10.92 to the Company’s Form 10-K dated December 31, 2006 and
incorporated herein by reference).
|
|
10.99
|
Redemption
Agreement by and among Meadowlands Developer Limited Partnership,
Meadowlands Developer Holding Corp., Mack-Cali Meadowlands entertainment
L.L.C., Mack-Cali Meadowlands Special L.L.C., and Meadowlands Limited
Partnership dated November 22, 2006 (filed as Exhibit 10.93 to the
Company’s Form 10-K dated December 31, 2006 and incorporated herein by
reference).
|
|
10.100
|
Contribution
and Exchange Agreement by and between Mack-Cali Realty, L.P. and Tenth
Springhill Lake Associates L.L.L.P., Eleventh Springhill Lake Associates
L.L.L.P., Twelfth Springhill Lake Associates L.L.L.P., Fourteenth
Springhill Lake Associates L.L.L.P., each a Maryland limited liability
limited partnership, Greenbelt Associates, a Maryland general partnership,
and Sixteenth Springhill Lake Associates L.L.L.P., a Maryland limited
liability limited partnership, and certain other natural persons, dated as
of November 21, 2005 (filed as Exhibit 10.69 to the Company’s Form
10-K dated December 31, 2005 and incorporated herein by
reference).
|
|
10.101
|
Membership
Interest Purchase and Contribution Agreement by and among Mr. Stanley C.
Gale, SCG Holding Corp., Mack-Cali Realty Acquisition Corp. and Mack-Cali
Realty, L.P. dated as of March 7, 2006 (filed as Exhibit 10.1 to the
Company’s Form 8-K dated March 7, 2006 and incorporated herein by
reference).
|
|
10.102
|
Amendment
No. 1 to Membership Interest Purchase and Contribution Agreement dated as
of March 31, 2006 (filed as Exhibit 10.1 to the Company’s Form 8-K dated
March 28, 2006 and incorporated herein by reference).
|
|
10.103
|
Amendment
No. 2 to Membership Interest Purchase and Contribution Agreement
dated as of May 9, 2006 (filed as Exhibit 10.1 to the Company’s Form
8-K dated May 9, 2006 and incorporated herein by
reference).
|
|
10.104
|
Amendment
No. 8 to Membership Interest Purchase and Contribution Agreement by and
among Mr. Stanley C. Gale, SCG Holding Corp., Mack-Cali Realty Acquisition
Corp. and Mack-Cali Realty, L.P. dated as of May 23, 2007 (filed as
Exhibit 10.1 to the Company’s Form 8-K dated May 23,
2007.
|
|
10.105
|
Contribution
and Sale Agreement by and among Gale SLG NJ LLC, a Delaware limited
liability company, Gale SLG NJ MEZZ LLC, a Delaware limited liability
company, and Gale SLG RIDGEFIELD MEZZ LLC, a Delaware limited liability
company and Mack-Cali Ventures L.L.C. dated as of March 7, 2006 (filed as
Exhibit 10.2 to the Company’s Form 8-K dated March 7, 2006 and
incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.106
|
First
Amendment to Contribution and Sale Agreement by and among GALE SLG NJ LLC,
a Delaware limited liability company, GALE SLG NJ MEZZ LLC, a Delaware
limited liability company, and GALE SLG RIDGEFIELD MEZZ LLC, a Delaware
limited liability company, and Mack-Cali Ventures L.L.C., a Delaware
limited liability company, dated as of May 9, 2006 (filed as Exhibit
10.4 to the Company’s Form 8-K dated May 9, 2006 and incorporated herein
by reference).
|
|
10.107
|
Non-Portfolio
Property Interest Contribution Agreement by and among Mr. Stanley C.
Gale, Mr. Mark Yeager, GCF II Investor LLC, The Gale Investments
Company, LLC, Gale & Wentworth Vreeland, LLC, Gale Urban
Solutions LLC, MSGW-ONE Campus Investors, LLC, Mack-Cali Realty
Acquisition Corp. and Mack-Cali Realty, L.P. dated as of May 9, 2006
(filed as Exhibit 10.2 to the Company’s Form 8-K dated May 9, 2006 and
incorporated herein by reference).
|
|
10.108
|
Loan
Agreement by and among the entities set forth on Exhibit A,
collectively, as Borrowers, and Gramercy Warehouse Funding I LLC, as
Lender, dated May 9, 2006 (filed as Exhibit 10.5 to the Company’s
Form 8-K dated May 9, 2006 and incorporated herein by
reference).
|
|
10.109
|
Promissory
Note of One Grande SPE LLC, 1280 Wall SPE LLC, 10 Sylvan SPE LLC, 5
Independence SPE LLC, 1 Independence SPE LLC, and 3 Becker SPE LLC, as
Borrowers, in favor of Gramercy Warehouse Funding I, LLC, as Lender, in
the principal amount of $90,286,551 dated May 9, 2006 (filed as
Exhibit 10.6 to the Company’s Form 8-K dated May 9, 2006 and incorporated
herein by reference).
|
|
10.110
|
Mortgage,
Security Agreement and Fixture Filing by and between 4 Becker SPE LLC, as
Borrower, and Wachovia Bank, National Association, as Lender, dated
May 9, 2006 (filed as Exhibit 10.7 to the Company’s Form 8-K dated
May 9, 2006 and incorporated herein by reference).
|
|
10.111
|
Promissory
Note of 4 Becker SPE LLC, as Borrower, in favor of Wachovia Bank, National
Association, as Lender, in the principal amount of $43,000,000 dated
May 9, 2006 (filed as Exhibit 10.8 to the Company’s Form 8-K dated
May 9, 2006 and incorporated herein by reference).
|
|
10.112
|
Mortgage,
Security Agreement and Fixture Filing by and between 210 Clay SPE LLC, as
Borrower, and Wachovia Bank, National Association, as Lender, dated
May 9, 2006 (filed as Exhibit 10.9 to the Company’s Form 8-K dated
May 9, 2006 and incorporated herein by reference).
|
|
10.113
|
Promissory
Note of 210 Clay SPE LLC, as Borrower, in favor of Wachovia Bank, National
Association, as Lender, in the principal amount of $16,000,000 dated
May 9, 2006 (filed as Exhibit 10.10 to the Company’s Form 8-K dated
May 9, 2006 and incorporated herein by reference).
|
|
10.114
|
Mortgage,
Security Agreement and Fixture Filing by and between 5 Becker SPE LLC, as
Borrower, and Wachovia Bank, National Association, as Lender, dated
May 9, 2006 (filed as Exhibit 10.11 to the Company’s Form 8-K dated
May 9, 2006 and incorporated herein by reference).
|
|
10.115
|
Promissory
Note of 5 Becker SPE LLC, as Borrower, in favor of Wachovia Bank, National
Association, as Lender, in the principal amount of $15,500,000 dated
May 9, 2006 (filed as Exhibit 10.12 to the Company’s Form 8-K dated
May 9, 2006 and incorporated herein by reference).
|
|
10.116
|
Mortgage,
Security Agreement and Fixture Filing by and between 51 CHUBB SPE LLC, as
Borrower, and Wachovia Bank, National Association, as Lender, dated
May 9, 2006 (filed as Exhibit 10.13 to the Company’s Form 8-K dated
May 9, 2006 and incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.117
|
Promissory
Note of 51 CHUBB SPE LLC, as Borrower, in favor of Wachovia Bank, National
Association, as Lender, in the principal amount of $4,500,000 dated
May 9, 2006 (filed as Exhibit 10.14 to the Company’s Form 8-K dated
May 9, 2006 and incorporated herein by reference).
|
|
10.118
|
Form
of Amended and Restated Limited Liability Company Agreement of
Mack-Green-Gale LLC dated
,
2006 (filed as Exhibit 10.3 to the Company’s Form 8-K dated March 7, 2006
and incorporated herein by reference).
|
|
10.119
|
Form of
Limited Liability Company Operating Agreement (filed as Exhibit 10.3 to
the Company’s Form 8-K dated May 9, 2006 and incorporated herein by
reference).
|
|
10.120
|
Agreement
of Sale and Purchase dated August 9, 2006 by and between Mack-Cali Realty,
L.P. and Westcore Properties AC, LLC (filed as Exhibit 10.91 to the
Company’s Form 10-Q dated September 30, 2006 and incorporated herein by
reference).
|
|
10.121
|
First
Amendment to Agreement of Sale and Purchase dated September 6, 2006 by and
between Mack-Cali Realty, L.P. and Westcore Properties AC, LLC (filed as
Exhibit 10.92 to the Company’s Form 10-Q dated September 30, 2006 and
incorporated herein by reference).
|
|
10.122
|
Second
Amendment to Agreement of Sale and Purchase dated September 15, 2006 by
and between Mack-Cali Realty, L.P. and Westcore Properties AC, LLC (filed
as Exhibit 10.93 to the Company’s Form 10-Q dated September 30, 2006 and
incorporated herein by reference).
|
|
10.123
|
Agreement
of Sale and Purchase dated September 25, 2006 by and between Phelan Realty
Associates L.P., 795 Folsom Realty Associates L.P. and Westcore Properties
AC, LLC (filed as Exhibit 10.94 to the Company’s Form 10-Q dated September
30, 2006 and incorporated herein by reference).
|
|
10.124
|
Membership
Interest Purchase and Contribution Agreement dated as of December 28,
2006, by and among NKFGMS Owners, LLC, The Gale Construction Services
Company, L.L.C., NKFFM Limited Liability Company, Scott Panzer, Ian
Marlow, Newmark & Company Real Estate, Inc. d/b/a Newmark Knight
Frank, and Mack-Cali Realty, L.P (filed as Exhibit 10.117 to the Company’s
Form 10-K dated December 31, 2006 and incorporated herein by
reference).
|
|
10.125
|
Operating
Agreement of NKFGMS Owners, LLC (filed as Exhibit 10.118 to the Company’s
Form 10-K dated December 31, 2006 and incorporated herein by
reference).
|
|
10.126
|
Loans,
Sale and Services Agreement dated December 28, 2006 by and between Newmark
& Company Real Estate, Inc. d/b/a Newmark Knight Frank, Mack-Cali
Realty, L.P., and Newmark Knight Frank Global Management Services, LLC
(filed as Exhibit 10.119 to the Company’s Form 10-K dated December 31,
2006 and incorporated herein by reference).
|
|
10.127
|
Term
Loan Agreement among Mack-Cali Realty, L.P. and JPMorgan Chase Bank, N.A.
as Administrative Agent, J.P. Morgan Securities Inc. as Arranger, and
other lender which may become parties to this Agreement dated November 29,
2006 (filed as Exhibit 10.120 to the Company’s Form 10-K dated December
31, 2006 and incorporated herein by reference).
|
|
Exhibit
Number
|
Exhibit Title
|
|
10.128
|
Agreement
of Purchase and Sale among SLG Broad Street A LLC and SLG Broad Street C
LLC, as Sellers, and M-C Broad 125 A L.L.C. and M-C Broad 125 C L.L.C., as
Purchasers, dated as of March 15, 2007 (filed as Exhibit 10.121 to the
Company’s Form 10-Q dated March 31, 2007 and incorporated herein by
reference).
|
|
10.129
|
Agreement
of Purchase and Sale among 500 West Putnam L.L.C., as Seller, and SLG 500
West Putnam LLC, as Purchaser, dated as of March 15, 2007 (filed as
Exhibit 10.122 to the Company’s Form 10-Q dated March 31, 2007 and
incorporated herein by reference).
|
|
10.130
|
Letter
Agreement by and between Mack-Cali Realty, L.P., Mack-Cali Realty
Acquisition Corp., Mack-Cali Belmar Realty, LLC, M-C Belmar, LLC, Mr.
Stanley C. Gale, SCG Holding Corp., Mr. Mark Yeager, GCF II Investor LLC,
The Gale Investments Company, LLC, Gale & Wentworth Vreeland, LLC,
Gale Urban Solutions LLC, MSGW-ONE Campus Investors, LLC and
Gale/Yeager Investments LLC dated October 31, 2007 (filed as Exhibit
10.128 to the Company’s Form 10-Q dated September 30, 2007 and
incorporated herein by reference).
|
|
|
||
10.131*
|
Mortgage and Security Agreement and Financing Statement dated October 28, 2008 between M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P., Cal-Harbor V Leasing Associates L.L.C., as Mortgagors and The Northwestern Mutual Life Insurance Company and New York Life Insurance Company as Mortgagees. | |
10.132*
|
Promissory Note of M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P., Cal-Harbor V Leasing Associates L.L.C., as Borrowers, in favor of The Northwestern Mutual Life Insurance Company, as Lender, in the principal amount of $120,000,000, dated October 28, 2008. | |
10.133*
|
Promissory
Note of M-C Plaza V L.L.C., Cal-Harbor V Urban Renewal Associates, L.P.,
Cal-Harbor V Leasing Associates L.L.C., as Borrowers, in favor of New York
Life Insurance Company, as Lender, in the principal amount of
$120,000,000, dated October 28, 2008.
|
|
10.134*
|
Guarantee
of Recourse Obligations of Mack-Cali Realty, L.P. in favor of The
Northwestern Mutual Life Insurance Company and New York Life Insurance
Company dated October 28, 2008.
|
|
31.1*
|
Certification
of the Company’s President and Chief Executive Officer, Mitchell E. Hersh,
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
31.2*
|
Certification
of the Company’s Chief Financial Officer, Barry Lefkowitz, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1*
|
Certification
of the Company’s President and Chief Executive Officer, Mitchell E. Hersh,
and the Company’s Chief Financial Officer, Barry Lefkowitz, pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
A.
|
The
(i) land in Jersey City, Hudson County, New Jersey, described in Exhibit
“A” attached hereto and incorporated herein (the “Land”), (ii) the
leasehold estate in the land created by that certain Ground Lease between
Harborside Exchange Place Limited Partnership (“HEPLP”) and Plaza V Urban
Renewal Associates L.P. (“PVURA”) dated December 4, 1995, which lease was
assigned by HEPLP to Cali Harborside (Fee) Associates L.P. (“Cali
Harborside (Fee)”, predecessor-in-interest to Ground Lessor) and by PVURA
to Ground Lessee by separate assignments each dated as of November 1,
1996, as amended by Amendment to Plaza V Ground Lease dated as of November
1, 1996 and further amended by Second Amendment to Ground Lease dated as
of March 29, 1999, and the landlord’s interest in which was conveyed to
Ground Lessor by Warranty Deed from Cali Harborside (Fee) dated July 27,
2006 and recorded in the Hudson County Register’s Office in Deed Book
7967, Page 308
et
seq
.
(collectively, the “Ground Lease”), and (iii) the subleasehold interest in
the Property created by that certain Master Lease between Master Lessor
and Plaza V Leasing dated as of June 2, 1999 (the “Master Lease”);
and
|
B.
|
All
easements, appurtenances, tenements and hereditaments including, but not
limited to all waters, water rights, water courses, ways, trees, rights,
liberties and privileges, belonging to or benefiting the Land;
and
|
C.
|
All
improvements to the Land including, but not limited to, all buildings,
structures and improvements now existing or hereafter erected on the Land;
all fixtures of every description including, but not limited to, all
engines, boilers, elevators, machinery, heating apparatus, electrical
equipment, air-conditioning and ventilating equipment, water and gas
fixtures, which are or may be placed or used upon the Land and which are
attached to the buildings, structures, improvements or the Land; all of
which, to the extent permitted by applicable law, shall be deemed an
accession to the freehold and a part of the realty as between the parties
hereto; and
|
D.
|
Mortgagor’s
interest in all articles of personal property of every kind and nature
whatsoever including, but not limited to, all furniture and easily
removable equipment now or hereafter located upon the Land or in or on the
buildings and improvements and now owned or hereafter acquired by
Mortgagor.
|
E.
|
Cash
and other funds now or at any time hereafter deposited by or for Mortgagor
on account of tax, special assessment, replacement or other reserves that
may be required to be maintained pursuant to the Loan Documents (as
hereinafter defined) with Mortgagee or a third party, or otherwise
deposited with, or in the possession of, Mortgagee pursuant to the Loan
Documents; and
|
F.
|
To
the extent assignable or to the extent that a valid lien can be created
with respect thereto, surveys, soils reports, environmental reports,
guaranties, warranties, architect’s contracts, construction contracts,
drawings and specifications, applications, permits, surety bonds and other
contracts relating to the acquisition, design, development, construction
and operation of the Property; and
|
G.
|
Accounts,
chattel paper, deposit accounts, instruments, equipment, inventory,
documents, general intangibles, letter-of-credit rights, investment
property and all other personal property of Mortgagor, in each case, to
the extent associated with or arising from the ownership, development,
operation, use or disposition of any portion of the property described,
above (including, without limitation, any and all rights in the property
name “Plaza V”); and
|
H.
|
Present
and future rights to condemnation awards, insurance proceeds or other
proceeds at any time payable to or received by Mortgagor on account of the
Property or any of the foregoing personal
property.
|
(a)
|
Ground
Lessor and Ground Lessee have each approved the Indebtedness represented
by the Notes;
|
(b)
|
Default
under the Ground Lease by any party thereto may result in foreclosure by
Mortgagee of Ground Lessor’s interest in the
Property;
|
(c)
|
The
terms of the Ground Lease will be subordinate to the terms of this
Mortgage, with any conflict resolved in favor of this Mortgage, and all
rent and other payments due Ground Lessor under the Ground Lease shall be
deferred as necessary to ensure that income from the Property after
payment of all expenses is sufficient to first pay in full all amounts
payable under the Loan Documents and all operating costs of the
Property;
|
(d)
|
Ground
Lessor and Ground Lessee will fully perform their respective obligations
under the Ground Lease;
|
(e)
|
The
Ground Lease is in full force and effect and has not been amended, except
as included within the defined term “Ground Lease” and as may have been
disclosed to Mortgagee in writing prior to the date hereof and approved by
Mortgagee, and there are no defaults, claims or offsets thereunder nor any
matters that may ripen into a default, claim or offset by any party
thereto, except as may have been disclosed to Mortgagee in writing prior
to the date hereof and reasonably approved by
Mortgagee;
|
(f)
|
Any
default by Ground Lessor or Ground Lessee under the Ground Lease shall
constitute a default under this
Mortgage;
|
(g)
|
Simultaneously
with serving a default or other notice upon the other, Ground Lessor
and/or Ground Lessee shall serve a copy of such notice upon
Mortgagee;
|
(h)
|
Mortgagee
shall have the right (but not the obligation) to cure any default by
Ground Lessor or Ground Lessee within the applicable time for cure set
forth in the Ground Lease, plus a reasonable period of time
thereafter;
|
(i)
|
Neither
Ground Lessor nor Ground Lessee shall take any action to cause or permit
the termination or modification of the Ground Lease or the merger of the
fee interest and the leasehold interest in the Property, and no agreement
modifying, cancelling or surrendering the Ground Lease shall be effective,
in each case, without Mortgagee’s prior written consent, and any purported
termination, modification, amendment, cancellation, surrender or merger
without Mortgagee’s consent shall be void and constitute a default under
this Mortgage;
provided
,
however
, that
Mortgagee shall not unreasonably withhold, delay or condition its consent;
and
|
(j)
|
In
the event of termination of the Ground Lease by process of law prior to
the expiration of its term, Ground Lessor shall, at Mortgagee’s option and
request, enter into a new lease with Mortgagee (or such party designated
by Mortgagee) for the remainder of the term of the Ground Lease at the
rent and with all the agreements, terms, covenants and conditions thereof,
including any applicable rights of
renewal.
|
|
Master
Lessor and Master Lessee each represent and covenant to Mortgagee
that:
|
(a)
|
Master
Lessor and Master Lessee have each approved the Indebtedness represented
by the Notes;
|
(b)
|
Default
under the Master Lease or the Ground Lease by any party thereto may result
in foreclosure by Mortgagee of Master Lessor’s interest in the
Property;
|
(c)
|
The
terms of the Master Lease will be subordinate to the terms of this
Mortgage, with any conflict resolved in favor of this Mortgage, and all
rent and other payments due Master Lessor under the Master Lease shall be
deferred during any period that the Property’s income is insufficient to
first pay in full all amounts payable under the Loan Documents and all
operating costs of the Property;
|
(d)
|
Master
Lessor and Master Lessee will fully perform their respective obligations
under the Master Lease;
|
(e)
|
The
Master Lease is in full force and effect and has not been amended, except
as may have been disclosed to Mortgagee in writing prior to the date
hereof and approved by Mortgagee, and there are no defaults, claims or
offsets thereunder nor any matters that may ripen into a default, claim or
offset by any party thereto, except as may have been disclosed to
Mortgagee in writing prior to the date hereof and reasonably approved by
Mortgagee;
|
(f)
|
Any
default by Master Lessor or Master Lessee under the Master Lease shall
constitute a default under this
Mortgage;
|
(g)
|
Simultaneously
with serving a default or other notice upon the other, Master Lessor
and/or Master Lessee shall serve a copy of such notice upon
Mortgagee;
|
(h)
|
Mortgagee
shall have the right (but not the obligation) to cure any default by
Master Lessor or Master Lessee within the applicable time for cure set
forth in the Master Lease, plus a reasonable period of time
thereafter;
|
(i)
|
Neither
Master Lessor nor Master Lessee shall take any action to cause or permit
the termination or modification of the Master Lease or the merger of the
Master Lessor’s and Master Lessee’s interest in the Property created by
the Master Lease, and no agreement modifying, cancelling or surrendering
the Master Lease shall be effective, in each case, without Mortgagee’s
prior written consent, and any purported termination, modification,
amendment, cancellation, surrender or merger without Mortgagee’s prior
consent shall be void and constitute a default under this Mortgage;
provided, however, that Mortgagee shall not unreasonably withhold,
condition or delay its consent; and
|
(j)
|
In
the event of termination of the Master Lease by process of law prior to
the expiration of its term, Master Lessor shall, at Mortgagee’s option and
request, enter into a new lease with Mortgagee (or such party designated
by Mortgagee) for the remainder of the term of the Master Lease at the
rent and with all the agreements, terms, covenants and conditions thereof,
including any applicable rights of
renewal.
|
(a)
|
There
is no existing Event of Default at the time of the
casualty.
|
(b)
|
The
casualty insurer has not denied liability for payment of insurance loss
proceeds to Mortgagor as a result of any act, neglect, use or occupancy of
the Property by Mortgagor or any tenant of the
Property.
|
(c)
|
Mortgagee
shall be satisfied that all insurance loss proceeds so held, together with
supplemental funds to be made available by Mortgagor, shall be sufficient
to complete the restoration of the Property. Any remaining
insurance loss proceeds shall be released to
Mortgagor.
|
(d)
|
If
required by Mortgagee, Mortgagee shall be furnished a satisfactory report
addressed to Mortgagee from an environmental engineer or other qualified
professional satisfactory to Mortgagee to the effect that no adverse
environmental impact to the Property resulted from the
casualty.
|
(e)
|
Mortgagee
shall hold the proceeds in an escrow account earning a competitive rate of
interest for the benefit of Mortgagor. In such event, Mortgagee
shall release casualty insurance proceeds once per month as restoration of
the Property progresses provided that Mortgagee is furnished satisfactory
evidence of the costs of restoration and if, at the time of such release,
there shall exist no Monetary Default (as hereinafter defined) under the
Loan Documents and no Non-Monetary Default with respect to which Mortgagee
shall have given Mortgagor notice pursuant to the Notice of Default
provision herein. If a Monetary Default shall occur or
Mortgagee shall give Mortgagor notice of a Non-Monetary Default pursuant
to the Notice of Default provision hereof, Mortgagee shall have no further
obligation to release insurance loss proceeds hereunder unless such
default is cured within the cure period set forth in the Notice of Default
provision contained herein. The drawings and specifications for
the restoration shall be approved by Mortgagee in writing prior to
commencement of the restoration and Mortgagee shall receive an
administration fee equal to one percent (1%) of the insurance proceeds to
be disbursed by Mortgagee but not to exceed $25,000. Mortgagee
shall not unreasonably withhold, delay or condition its approval of the
drawings and specifications for the
restoration.
|
(f)
|
Prior
to each release of funds, Mortgagor shall obtain for the benefit of
Mortgagee an endorsement to Mortgagee’s title insurance policy insuring
Mortgagee’s lien as a first and valid lien on the Property subject only to
liens and encumbrances theretofore approved by Mortgagee or permitted,
pursuant to the Loan Documents, to be entered into by Mortgagor without
Mortgagee’s consent.
|
(g)
|
Mortgagor
shall pay all reasonable, third party out-of-pocket costs and expenses
incurred by Mortgagee, including, but not limited to, outside legal fees,
title insurance costs, third-party disbursement fees, third-party
engineering reports and inspections deemed necessary by
Mortgagee.
|
(h)
|
All
reciprocal easement and operating agreements benefiting the Property, if
any, shall remain in full force and effect between the parties thereto on
and after restoration of the
Property.
|
(i)
|
Mortgagee
shall be satisfied that Projected Debt Service Coverage of at least 1.25
will be produced from then-existing leases at the Property (which are not
subject to termination by the tenant as a result of the casualty either by
the terms of the lease or pursuant to a waiver of such right executed by
the tenant) and any new leases reasonably satisfactory to Mortgagee for
terms of at least five (5) years to commence not later than thirty (30)
days following completion of such restoration (such existing leases not
subject to termination, together with such new leases, the “Approved
Leases”).
|
(A)
|
The
operating expenses of the Property for the last fiscal year preceding the
casualty and
|
(B)
|
The
following:
|
(i)
|
a
replacement reserve for future tenant improvements, leasing commissions
and structural items based on not less than $2.11 per square foot per
annum;
|
(ii)
|
the
amount, if any, by which actual gross income during such fiscal period
exceeds that which would be earned from the rental of 94% of the gross
leaseable area in the Property;
|
(iii)
|
the
amount, if any, by which the actual management fee is less than 3% of
gross revenue during such fiscal
period;
|
(iv)
|
the
amount, if any, by which the actual real estate taxes or payments in lieu
of taxes (“PILOT”) are less than $3.25 per square foot per annum;
and
|
(v)
|
the
amount, if any, by which total operating expenses, excluding management
fees, real estate taxes and replacement reserves, are less than $10.24 per
square foot per annum.
|
(i)
|
the
Property shall have achieved Debt Service Coverage (as hereinafter
defined) of at least 1.25 for the last full fiscal year as determined from
audited financial statements, and there are no junior liens on the
Property, other than those that may be consented to or approved by
Mortgagee;
|
(ii)
|
the
transferee (the “Transferee”) or an owner of a controlling interest in the
Transferee (in either case, the “Creditworthy Party”) has a net worth,
determined in accordance with generally accepted accounting principles, of
at least $1,000,000,000, with reasonably available liquidity (in the form
of bank demand accounts, available lines of credit that are reasonably
anticipated to remain available for a reasonable period of time and
publicly traded securities) of at least $100 million after funding the
equity needed to close the
purchase;
|
(iii)
|
if
(x) the transfer of the Property is not being effected via a purchase of
the entity or entities that own the Property, and (y) provided that
compliance with this requirement does not prevent consummation of a sale
transaction or increase a sale transaction’s costs by more than a nominal
amount, then the Transferee and its general partner(s) or managing
member(s), if any, must each be a bankruptcy remote, single purpose entity
(“SPE”), the sole real property and material assets of which will be the
Property (or in the case of a general partner or managing member, its
interest in the Transferee). In addition, in such event, the
loan assumption documents will include a covenant that the Transferee will
not engage in any business other than owning and operating the Property,
and the Transferee’s ownership structure and organizational documents
shall be in form and substance reasonably acceptable to Mortgagee and
shall contain, among other things, acceptable restrictions on the
Transferee’s purpose and its ability to incur indebtedness, “separateness
covenants” and such other bankruptcy-remote, single purpose provisions
that Mortgagee may reasonably require. The loan assumption
documents will also contain such representations, warranties and covenants
as Mortgagee may reasonably require relating to the Transferee’s
bankruptcy-remote, single purpose status. The foregoing
provisions shall also apply to any general partner(s) or managing
member(s) of the Transferee. Notwithstanding the foregoing,
Mortgagee will not require (a) that the Transferee’s organizational
structure include an independent director, and (b) a non-consolidation
opinion;
|
(iv)
|
the
Transferee or the Creditworthy Party is experienced in the ownership and
management of at least 10 million square feet of commercial office
buildings;
|
(v)
|
neither
the Transferee nor the Creditworthy Party is subject to any bankruptcy,
reorganization or insolvency proceedings or any criminal charges or
proceedings and is not a current or past litigant, plaintiff or defendant
in any suit brought against or by
Mortgagee;
|
(vi)
|
the
Transferee assumes all obligations under the Loan Documents (except side
letters, if any, which are “personal” to Mortgagor) pursuant to an
assumption agreement, in form and substance reasonably acceptable to
Mortgagee, which includes representations, warranties and covenants
substantially equivalent to those set forth in the Loan Documents
(exclusive of any modification thereto set forth in side letters, if any,
which are “personal” to Mortgagor) relating to compliance with OFAC and
any similar regulations or statutes and ERISA, as same may be amended and,
if applicable, with respect to being an SPE, bankruptcy remote entity, and
Mortgagee receives a satisfactory enforceability opinion with respect to
the assumption agreement from counsel approved by Mortgagee, and Mortgagor
shall remain liable under the Loan Documents, except as provided in clause
(ix), below;
|
(vii)
|
the
Creditworthy Party executes a form of Guarantee of Recourse Obligations
and Environmental Indemnity Agreement comparable to the forms executed by
the Principal, and Mortgagee receives a reasonably satisfactory
enforceability opinion with respect thereto from counsel approved by
Mortgagee;
|
(viii)
|
an
environmental report (a copy of which shall be given to Mortgagor) on the
Property which meets Mortgagee’s then current requirements and is updated
to no earlier than ninety (90) days prior to the date of transfer, is
provided to Mortgagee at least thirty (30) days prior to the date of
transfer and said report shall be satisfactory to Mortgagee at the time of
transfer;
|
(ix)
|
Mortgagor
and the Principal shall remain liable under all of the Loan Documents
(including the Environmental Indemnity Agreement dated of even date
herewith), except for (a) Mortgagor’s obligations expressly assumed by the
Transferee and/or Principal’s obligations expressly assumed by the
Creditworthy Party, in each case required by the Loan Documents to be
performed after the date of the transfer of the Property, and (b) acts or
occurrences after the date of transfer of the Property to the extent
liability for such acts and occurrences has in fact been assumed by the
Creditworthy Party;
|
(x)
|
Mortgagee
receives an endorsement to its policy of title insurance, satisfactory to
Mortgagee; and
|
(xi)
|
the
outstanding balance of the Notes at the time of the transfer is not more
than 65% of the gross purchase price of the
Property.
|
A)
|
interest
on indebtedness secured by any portion of the Property for such fiscal
period;
|
B)
|
depreciation,
if any, of fixed assets at or constituting the Property for such fiscal
period;
|
C)
|
amortization,
if any, over the term of the lease, of standard tenant finish expenditures
at the Property (but specifically excluding the amortization of tenant
finish expenditures by Mortgagor in excess of $40.00 per square foot for
new tenants and $10.00 per square foot for renewal tenants (
i.e.
, above
standard tenant finishes)); and
|
D)
|
amortization
of loan costs (over the term of the loan) incurred in connection with any
indebtedness secured by any portion of the Property and leasing
commissions (over the term of the lease) which have been
prepaid;
|
E)
|
an
amount (positive or negative) to offset any rent averaging adjustment
resulting from adherence to
FASB-13;
|
F)
|
the
amortization of free rent and any other tenant concessions and promotional
items not deducted in the calculation of net income
above;
|
G)
|
a
replacement reserve for future tenant improvements, leasing commissions
and structural items based on not less than $2.11 per square foot per
annum;
|
H)
|
the
amount, if any, by which actual gross income during such fiscal period
exceeds that which would be earned from the rental of 94% of the gross
leaseable area in the Property;
|
I)
|
the
amount, if any, by which the actual management fee is less than 3% of
gross revenue during such fiscal
period;
|
J)
|
the
amount, if any, by which the actual real estate taxes or PILOT are less
than $3.25 per square foot per annum;
and
|
K)
|
the
amount, if any, by which total operating expenses, excluding management
fees, real estate taxes and replacement reserves, are less than $10.24 per
square foot per annum.
|
(i)
|
combined
financial statements for the Mortgagor/Property, which will include an
unaudited statement of operations for such fiscal year, an unaudited
balance sheet as of the last day of such fiscal year and an unaudited
statement of cash flows as of the last day of such fiscal
year;
|
(ii)
|
a
copy of the most recent Form 10K of the Principal filed with the
Securities and Exchange Commission, which includes an audited balance
sheet and audited statement of cash flows for the Principal as of the last
day of the Principal’s fiscal year;
|
(iii)
|
a
current rent roll identifying location, leased area, lease begin and end
dates, current contract rent, rent increases and increase dates,
percentage rent, expense reimbursements, and any other recovery items;
and
|
(iv)
|
an
operating budget for the current fiscal
year.
|
|
(x)
|
interest
on the unpaid principal balance of the Indebtedness shall, as of the
applicable Financial Statements Due Date or the date such additional
information or proof of payment of property taxes, assessments and/or
PILOT was due, accrue and become payable at a rate equal to the sum of the
Interest Rate (as defined in the Notes) plus one percent (1%) per annum
(the “Increased Rate”); and
|
|
(y)
|
Mortgagee
may elect to obtain an independent audit of the Property at Mortgagor’s
expense, and Mortgagor agrees that it will, upon request, promptly make
Mortgagor’s books and records regarding the Property available to
Mortgagee and the person(s) performing the audit (which obligation
Mortgagor agrees can be specifically enforced by
Mortgagee).
|
(1)
|
The
Adequate Substitute Collateral has been pledged to Mortgagee and is not
subject to any valid interest, lien, claim or encumbrance of any other
person or entity or by any court or trustee in
bankruptcy;
|
(2)
|
The
deposit of the Adequate Substitute Collateral will not constitute a
preferential transfer or fraudulent conveyance under any bankruptcy or
similar law;
|
(3)
|
The
Adequate Substitute Collateral cannot be recovered by either creditors of
Mortgagor (other than Mortgagee) or the trustee or custodian, for the
benefit of such creditors, in any bankruptcy or insolvency proceeding
prior to payment in full of the Indebtedness evidenced by the Notes;
and
|
(4)
|
Mortgagee
will not recognize income, gain or loss for federal income tax purposes as
a result of such deposit of such Adequate Substitute Collateral, and
Mortgagee will be subject to federal income tax on the same amount and in
the same manner and at the same times as would have been in the case if
such deposit of Adequate Substitute Collateral had not
occurred.
|
|
By:
|
Mack-Cali
Realty Corporation,
|
|
a
Maryland corporation, its general
partner
|
|
Title:
Executive Vice President and Chief
Financial
Officer
|
|
Title:
Executive Vice President and Chief Financial
Officer
|
|
By:
|
Mack-Cali
Realty Corporation,
|
|
a
Maryland corporation, its general
partner
|
|
Title:
Executive Vice President and Chief
Financial
Officer
|
(i)
|
shall
not in any way affect or impair the validity of the Indebtedness or the
validity or enforceability of the remedies afforded by the Lien Instrument
or any other Loan Document; and
|
(ii)
|
shall
not prevent Lenders from seeking and obtaining a judgment against
Borrowers, and Borrowers shall be personally liable, for the Recourse
Obligations.
|
|
By:
|
Mack-Cali
Realty Corporation,
|
|
a
Maryland corporation, its general
partner
|
|
Title:
Executive Vice President and
Chief Financial
Officer
|
|
By:
/s/ Barry
Lefkowitz
|
|
Name:
Barry Lefkowitz
|
|
Title:
Executive Vice President and
Chief Financial Officer
|
|
By:
|
Mack-Cali
Realty Corporation,
|
|
a
Maryland corporation, its general
partner
|
|
Title:
Executive Vice President and Chief
Financial Officer
|
(i)
|
shall
not in any way affect or impair the validity of the Indebtedness or the
validity or enforceability of the remedies afforded by the Lien Instrument
or any other Loan Document; and
|
(ii)
|
shall
not prevent Lenders from seeking and obtaining a judgment against
Borrowers, and Borrowers shall be personally liable, for the Recourse
Obligations.
|
|
By:
|
Mack-Cali
Realty Corporation,
|
|
a
Maryland corporation, its general
partner
|
|
Title:
Executive Vice President and Chief
Financial Officer
|
|
By:
/s/ Barry
Lefkowitz
|
|
Name:
Barry Lefkowitz
|
|
Title:
Executive Vice President and
Chief Financial Officer
|
|
By:
|
Mack-Cali
Realty Corporation,
|
|
a
Maryland corporation, its general
partner
|
|
Title:
Executive Vice President and Chief
Financial Officer
|
(A)
|
The
Recourse Obligations (as such term is defined in paragraph 9 hereof);
and,
|
(B)
|
Following
the occurrence of a Triggering Event (as such term is defined in paragraph
9 hereof), the payment of the Note and all amounts at any time owed to
Lender under the other Loan Documents (as hereinafter defined) and the
performance of all terms, covenants and conditions in the Loan
Documents.
|
(A)
|
Grant
extensions of time or any other indulgences on the
Indebtedness;
|
(B)
|
Take,
give up, modify, vary, exchange, renew or abstain from perfecting or
taking advantage of any security for the Indebtedness;
and
|
(C)
|
Accept
or make compositions or other arrangements with Borrower, realize on any
security, and otherwise deal with Borrower, other parties and any security
as Lender may deem expedient.
|
(A)
|
Any
claim is asserted alleging a fraudulent conveyance or transfer under
applicable state or federal law in connection with the fact that any of
the entities constituting the Borrower received inadequate consideration
for performing its obligations under the Loan
Documents;
|
(B)
|
The
filing by Borrower of a voluntary petition for relief under the federal
bankruptcy code;
|
(C)
|
The
filing of an involuntary petition against Borrower under the federal
bankruptcy code which shall remain undismissed for a period of one hundred
and twenty (120) days; or
|
(D)
|
Borrower
shall become the subject of any liquidation, receivership or other similar
proceedings and, if such proceeding is involuntary, shall remain
undismissed for a period of one hundred and twenty (120)
days.
|
|
By:
|
Mack-Cali
Realty Corporation,
|
|
a
Maryland corporation, its general
partner
|
|
Mailing
Addresses:
|
|
Mack-Cali
Realty, L.P.
|
|
343
Thornall Street
|
|
Edison,
New Jersey 08837-2206
|
|
Attn:
Mitchell E. Hersh, President & Chief Executive
Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Mack-Cali Realty
Corporation;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: October
29, 2008
|
By:
|
/s/
Mitchell E. Hersh
|
|
Mitchell
E. Hersh
|
|||
President
and
|
|||
Chief
Executive Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Mack-Cali Realty
Corporation;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: October
29, 2008
|
By:
|
/s/
Barry Lefkowitz
|
|
Barry
Lefkowitz
|
|||
Executive
Vice President and
|
|||
Chief
Financial Officer
|
|
(1)
|
The
Report fully complies with the requirements of §13(a) or 15(d) of the
Securities Exchange Act of 1934;
and
|
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
Date: October
29, 2008
|
By:
|
/s/
Mitchell E. Hersh
|
|
Mitchell
E. Hersh
|
|||
President
and
|
|||
Chief
Executive Officer
|
|||
Date: October
29, 2008
|
By:
|
/s/
Barry Lefkowitz
|
|
Barry
Lefkowitz
|
|||
Executive
Vice President and
|
|||
Chief
Financial Officer
|
|||