Exhibit 10.1 AGREEMENT This Agreement is between Mack-Cali Realty, L.P. (the "Operating Partnership") and the entities signatory hereto listed on Schedule I hereto (the "General Partners") concerning the partnership and limited liability entities listed on Schedule II hereto (the "Property Partnerships") and is dated as of December 31, 1997. WHEREAS, the Operating Partnership is the 99% limited partner or member of each of the Property Partnerships; WHEREAS, the General Partners are the 1% general partners or managers of their respective Property Partnerships as more fully set forth on Schedule II; and WHEREAS, the General Partners and the Operating Partnership desire to set forth certain arrangements concerning the operation and management of the Property Partnerships. NOW, THEREFORE, for ten dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: Notwithstanding any provision in each respective Property Partnership's partnership agreement or operating agreement to the contrary, each General Partner will take any action or refrain from taking any action which the Operating Partnership may direct it to do or refrain from doing with respect to the business and affairs of such Property Partnership. Any act or omission done by the General Partner in contravention of the direction of the Operating Partnership shall be unauthorized and null and void. This shall constitute a binding agreement under the laws of the respective jurisdiction of organization of each Property Partnership and shall be deemed an amendment of each respective Property Partnership's partnership or operating agreement. This Agreement memorializes the understanding and course of dealing of the parties hereto concerning the operation of each of the Property Partnerships since their respective dates of inception and shall be deemed to have been in effect as of such formation dates. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. MACK-CALI REALTY, L.P. By: MACK-CALI REALTY CORPORATION, its General Partner By: /s/ Barry Lefkowitz ----------------------------------------- Barry Lefkowitz, Executive Vice President and Chief Financial Officer MACK-CALI SUB I, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President 2 MACK-CALI SUB II, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB III, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB IV, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB V, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President 3 MACK-CALI SUB VI, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB VII, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB IX, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB X, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB XI, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President 4 MACK-CALI SUB XII, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB XIII, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB XIV, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB XV, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB XVI, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President 5 MACK-CALI SUB XVII, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB XVIII, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB XIX, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB XX, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB XXI, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President 6 MACK-CALI SUB XXII, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President 7 SCHEDULE I GENERAL PARTNERS Mack-Cali Sub I, Inc., as General Partner of Cali Property Holdings I, L.P., Cali Property Holdings III, L.P., Cali Property Holdings V, L.P., and Mack-Cali F Properties, L.P. Mack-Cali Sub II, Inc., as General Partner of Cali Property Holdings VI, L.P., Cali Property Holdings VII, L.P., Cali Property Holdings VIII, L.P., Mack-Cali B Properties L.P., Mack-Cali Bridgewater Co. L.P., and Mack-Cali Properties Co. #3 L.P. Mack-Cali Sub III, Inc., as General Partner of Cali Property Holdings X, L.P., Roseland II Limited Partnership, L.P., Office Associates, Ltd., Mack Properties Co. No. 11, Mack-Cali Properties Co., and Mack-Cali Woodbridge II L.P. Mack-Cali Sub IV, Inc., as General Partner of Cali Property Holdings II, L.P., Cali Property Holdings IV, L.P., Cali Property Holdings IX, L.P., Grove Street Associates of Jersey City Limited Partnership, and Cali-Grove Street Urban Renewal Associates L.P. Mack-Cali Sub V, Inc., as General Partner of 600 Parsippany Associates L.P., 1717 Realty Associates L.P., Vaughn Princeton Associates L.P., and 400 Princeton Associates L.P. 8 Mack-Cali Sub VI, Inc., as General Partner of 400 Rella Realty Associates, L.P., Cross Westchester Realty Associates L.P., Mid-Westchester Realty Associates L.P., and So. Westchester Realty Associates L.P. Mack-Cali Sub VII, Inc., as General Partner of Monmouth/Atlantic Realty Associates L.P., Jumping Brook Realty Associates L.P., Horizon Center Realty Associates L.P., and Commercenter Realty Associates L.P. Mack-Cali Sub IX, Inc., as General Partner of Mount Airy Realty Associates L.P., 300 Tice Realty Associates L.P., Bridge Plaza Realty Associates L.P., Morristown Ten, and Mack-Cali Willowbrook Company L.P. Mack-Cali Sub IX, Inc., as Manager of 120 Passaic Street LLC, Airport Properties Associates LLC, and Kemble-Morris LLC. Mack-Cali Sub X, Inc., as General Partner of Cali Harborside Plaza I (Fee) Associates L.P., Cali Harborside (Fee) Associates L.P., Cal-Harbor II & III Urban Renewal Associates L.P., Cal-Harbor IV Urban Renewal Associates L.P., and Cal-Harbor V Urban Renewal Associates L.P. Mack-Cali Sub XI, Inc., as General Partner of Cal-Harbor VI Urban Renewal Associates, L.P., Cal-Harbor So. Pier Urban Renewal Associates, L.P., Cal-Harbor No. Pier Urban Renewal Associates, L.P. Cal-Harbor VII Urban Renewal Associates L.P., Parsippany Campus Realty Associates L.P., and M-C Harsimus Partners L.P. 9 Mack-Cali Sub XII, Inc., as General Partner of Shelton Realty Associates L.P., and Cali Stamford Realty Associates L.P. Mack-Cali Sub XIII, Inc., as General Partner of Cali CW Realty Associates L.P., Elmsford Realty Associates L.P., Talleyrand Realty Associates L.P., and Martine Avenue Realty Associates L.P. Mack-Cali Sub XIV, Inc., as General Partner of Cali Mid-West Realty Associates L.P., Cali So. West Realty Associates L.P., Cali WP Realty Associates L.P., White Plains Realty Associates L.P., Mack-Cali North Hills, Manhasset Associates, and M-C Rockland Partners L.P. Mack-Cali Sub XV, Inc., as General Partner of Cali Pennsylvania Realty Associates, L.P., and Mack-Cali-R Company No. 1 L.P. Mack-Cali Sub XVI, Inc., as General Partner of Moorestown Realty Associates L.P., and Princeton Corporate Center Realty Associates L.P. Mack-Cali Sub XVII, Inc., as General Partner of Mack-Cali Texas Property, L.P. Mack-Cali Sub XVIII, Inc., as General Partner of Mack-Cali Century III Investors, L.P. Mack-Cali Sub XIX, Inc., as General Partner of Brandeis Building Investors, L.P. Mack-Cali Sub XX, Inc., as General Partner of Mack-Cali Metropolitan Ltd. Mack-Cali Sub XXI, Inc., as General Partner of Phelan Realty Associates L.P., Mack-Cali California Development Associates L.P., and Mack-Cali California Partners L.P. 10 Mack-Cali Sub XXII, Inc., as General Partner of 9060 East Via Linda Co., LTD, Mack-Cali Beardsley Limited Partnership, and Mack-Cali Glendale Limited Partnership. 11 Mack-Cali Woodbridge II L.P. Cali Property Holdings IX, L.P. Cali Property Holdings II, L.P. Grove Street Associates of Jersey City Limited Partnership Cali-Grove Street Urban Renewal Associates L.P. Cali Property Holdings IV, L.P. 600 Parsippany Associates L.P. 1717 Realty Associates L.P. Vaughn Princeton Associates L.P. 400 Princeton Associates L.P. 400 Rella Realty Associates, L.P. Cross Westchester Realty Associates L.P. Mid-Westchester Realty Associates L.P. So. Westchester Realty Associates L.P. Monmouth/Atlantic Realty Associates L.P. Jumping Brook Realty Associates L.P. Horizon Center Realty Associates L.P Commercenter Realty Associates L.P. 12 Mount Airy Realty Associates L.P. 300 Tice Realty Associates L.P. Bridge Plaza Realty Associates L.P. 120 Passaic Street LLC Airport Properties Associates LLC Kemble-Morris LLC Morristown Ten Mack-Cali Willowbrook Company L.P. Cali Harborside Plaza I (Fee) Associates L.P. Cali Harborside (Fee) Associates L.P. Cal-Harbor II & III Urban Renewal Associates L.P. Cal-Harbor IV Urban Renewal Associates L.P. Cal-Harbor V Urban Renewal Associates L.P. Cal-Harbor VI Urban Renewal Associates L.P. Cal-Harbor So. Pier Urban Renewal Associates L.P. Cal-Harbor No. Pier Urban Renewal Associates L.P. Cal-Harbor VII Urban Renewal Associates L.P. Parsippany Campus Realty Associates L.P. 13 Cali Stamford Realty Associates L.P. M-C Harsimus Partners L.P. Shelton Realty Associates L.P. Cali CW Realty Associates L.P. Elmsford Realty Associates L.P. Talleyrand Realty Associates L.P. Martine Avenue Realty Associates L.P. Cali Mid-West Realty Associates L.P. Cali So. West Realty Associates L.P. Cali WP Realty Associates L.P. White Plains Realty Associates L.P. Mack-Cali North Hills Manhasset Associates M-C Rockland Partners L.P. Cali Pennsylvania Realty Associates, L.P. Mack-Cali-R Company No. 1 L.P. Moorestown Realty Associates L.P. Princeton Corporate Center Realty Associates L.P. 14 Mack-Cali Texas Property L.P. Mack-Cali Century III Investors, L.P. Brandeis Building Investors, L.P. Mack-Cali Metropolitan Ltd. Mack-Cali California Development Associates L.P. Mack-Cali California Partners L.P. Phelan Realty Associates L.P. 9060 East Via Linda Co., LTD Mack-Cali Beardsley Limited Partnership Mack-Cali Glendale Limited Partnership 15 AGREEMENT This Agreement is between the entities signatory hereto listed on Schedule I (the "Non-Managing General Partners") and the entities signatory hereto listed on Schedule II hereto (the "Managing General Partners") concerning the partnerships listed on Schedule III hereto (the "Property Partnerships") and is dated as of December 31, 1997. WHEREAS, the Non-Managing General Partners are the 99.9% general partners of each of their respective Property Partnerships; WHEREAS, the Managing General Partners are the .1% general partners of their respective Property Partnerships; and WHEREAS, the Managing General Partners and the Non-Managing General Partners desire to set forth certain arrangements concerning the operation and management of the Property Partnerships. NOW, THEREFORE, for ten dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: Notwithstanding any provision in each respective Property Partnership's partnership agreement to the contrary, each Managing General Partner will take any action or refrain from taking any action which the Non-Managing General Partner may direct it to do or refrain from doing with respect to the business and affairs of such Property Partnership. Any act or omission done by the Managing General Partner in contravention of the direction of the Non-Managing General Partner shall be unauthorized and null and void. This shall constitute a binding agreement under the laws of the respective jurisdiction of organization of each Property Partnership and shall be deemed an amendment of each respective Property Partnership's partnership agreement. This Agreement memorializes the understanding and course of dealing of the parties hereto concerning the operation of each of the Property Partnerships since their respective dates of inception and shall be deemed to have been in effect as of such formation dates. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CALI PROPERTY HOLDINGS I, L.P., By: Mack-Cali Sub I, Inc., its General Partner By: /s/ Roger W. Thomas ----------------------------------- Roger W. Thomas Executive Vice President CALI PROPERTY HOLDINGS II, L.P. By: Mack-Cali Sub IV, Inc., its General Partner By: /s/ Roger W. Thomas ----------------------------------- Roger W. Thomas Executive Vice President CALI PROPERTY HOLDINGS III, L.P. By: Mack-Cali Sub I, Inc., its General Partner By: /s/ Roger W. Thomas ----------------------------------- Roger W. Thomas Executive Vice President 2 CALI PROPERTY HOLDINGS IV, L.P. By: Mack-Cali Sub I, Inc., its General Partner By: /s/ Roger W. Thomas ----------------------------------- Roger W. Thomas Executive Vice President CALI PROPERTY HOLDINGS V, L.P. By: Mack-Cali Sub I, Inc., its General Partner By: /s/ Roger W. Thomas ----------------------------------- Roger W. Thomas Executive Vice President CALI PROPERTY HOLDINGS VI, L.P. By: Mack-Cali Sub II, Inc., its General Partner By: /s/ Roger W. Thomas ----------------------------------- Roger W. Thomas Executive Vice President 3 CALI PROPERTY HOLDINGS VII, L.P. By: Mack-Cali Sub II, Inc., its General Partner By: /s/ Roger W. Thomas ----------------------------------- Roger W. Thomas Executive Vice President CALI PROPERTY HOLDINGS VIII, L.P. By: Mack-Cali Sub II, Inc., its General Partner By: /s/ Roger W. Thomas ----------------------------------- Roger W. Thomas Executive Vice President CALI PROPERTY HOLDINGS IX, L.P. By: Mack-Cali Sub IV, Inc., its General Partner By: /s/ Roger W. Thomas ----------------------------------- Roger W. Thomas Executive Vice President 4 CALI PROPERTY HOLDINGS X, L.P. By: Mack-Cali Sub III, Inc., its General Partner By: /s/ Roger W. Thomas ----------------------------------- Roger W. Thomas Executive Vice President MACK-CALI SUB I, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB II, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President MACK-CALI SUB III, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President 5 MACK-CALI SUB IV, INC. By: /s/ Roger W. Thomas ------------------------------ Roger W. Thomas Executive Vice President 6 SCHEDULE I NON-MANAGING GENERAL PARTNERS Cali Property Holdings I, L.P., as Non-Managing General Partner of Cali Building V Associates Cali Property Holdings II, L.P., as Non-Managing General Partner of Century Plaza Associates Cali Property Holdings III, L.P., as Non-Managing General Partner of Six Commerce Drive Associates Cali Property Holdings IV, L.P., as Non-Managing General Partner of Tenby Chase Apartments Cali Property Holdings V, L.P., as Non-Managing General Partner of 500 Columbia Turnpike Associates Cali Property Holdings VI, L.P., as Non-Managing General Partner of 11 Commerce Drive Associates Cali Property Holdings VII, L.P., as Non-Managing General Partner of C.W. Associates Cali Property Holdings VIII, L.P., as Non-Managing General Partner of D.B.C. Associates Cali Property Holdings IX, L.P., as Non-Managing General Partner of 20 Commerce Drive Associates Cali Property Holdings X, L.P., as Non-Managing General Partner of Chestnut Ridge Associates 7 SCHEDULE II MANAGING GENERAL PARTNERS Mack-Cali Sub I, Inc., as Managing General Partner of 500 Columbia Turnpike Associates, Six Commerce Drive Associates, Cali Building V Associates Mack-Cali Sub II, Inc., as Managing General Partner of 11 Commerce Drive Associates, C.W. Associates, D.B.C. Associates Mack-Cali Sub III, Inc., as Managing General Partner of Chestnut Ridge Associates Mack-Cali Sub IV, Inc., as Managing General Partner of 20 Commerce Drive Associates, Century Plaza Associates, and Tenby Chase Apartments SCHEDULE III PROPERTY PARTNERSHIPS Cali Building V Associates Century Plaza Associates Six Commerce Drive Associates Tenby Chase Apartments 500 Columbia Turnpike Associates 11 Commerce Drive Associates C.W. Associates D.B.C. Associates 20 Commerce Drive Associates Chestnut Ridge Associates AGREEMENT This Agreement is among Mack-Cali Realty, L.P. (the "Operating Partnership"), Mack-Cali Property Trust and Mack-Cali Sub VIII (the "General Partner") concerning the partnerships listed on Schedule I hereto (the "Property Partnerships") and is dated as of December 31, 1997. WHEREAS, the Operating Partnership is the 10% limited partner of each of the Property Partnerships; WHEREAS, the General Partner is the 1% general partner of each of the Property Partnerships; WHEREAS, Mack-Cali Property Trust is the 89% general partner of each of the Property Partnerships; and WHEREAS, the General Partner, Mack-Cali Property Trust and the Operating Partnership desire to set forth certain arrangements concerning the operation and management of the Property Partnerships. NOW, THEREFORE, for ten dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: Notwithstanding any provision in each respective Property Partnership's partnership agreement to the contrary, each General Partner will take any action or refrain from taking any action which the Operating Partnership may direct it to do or refrain from doing with respect to the business and affairs of such Property Partnership. Any act or omission done by the General Partner in contravention of the direction of the Operating Partnership shall be unauthorized and null and void. This shall constitute a binding agreement under the laws of the respective jurisdiction of organization of each Property Partnership and shall be deemed an amendment of each respective Property Partnership's partnership agreement. This Agreement memorializes the understanding and course of dealing of the parties hereto concerning the operation of each of the Property Partnerships since their respective dates of inception and shall be deemed to have been in effect as of such formation dates. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. MACK-CALI REALTY, L.P. By: MACK-CALI REALTY CORPORATION, its General Partner By: /s/ Barry Lefkowitz ----------------------------------------- Barry Lefkowitz, Executive Vice President and Chief Financial Officer MACK-CALI PROPERTY TRUST By: /s/ Roger W. Thomas ----------------------------------------- Roger W. Thomas Executive Vice President MACK-CALI SUB VIII, INC. By: /s/ Roger W. Thomas ----------------------------- Roger W. Thomas Executive Vice President 2 Schedule I PROPERTY PARTNERSHIPS Cal-Tree Realty Associates L.P., Five Sentry Realty Associates L.P., and Cali Airport Realty Associates L.P. 3