Exhibit 10.2
AMENDMENT TO
CONTRIBUTION
AGREEMENT
(RPT 1425)
THIS AMENDMENT TO CONTRIBUTION
AGREEMENT is entered into as of December 20, 2005 by and among
Republic Property Trust, a Maryland real estate investment trust
(“ Republic ”), Republic Property Limited
Partnership, a Delaware limited partnership (the “
Operating Partnership ”), and the partners of RPT 1425
Investors L.P., a Delaware limited partnership (“ RPT
1425 ”) (each a “ Partner ” and,
collectively, the “ Partners ”), which Partners
are represented by RPT 1425 (General Partner) LLC, a Delaware
limited liability company (the “ General Partner
”), as the attorney-in-fact and agent of each
Partner.
WHEREAS, Republic, the Operating
Partnership and the Partners previously entered into that certain
Contribution Agreement dated as of September 23, 2005 (the
“ Contribution Agreement ”); and
WHEREAS, Republic, the Operating
Partnership and the Partners desire to clarify certain terms of the
Contribution Agreement.
NOW THEREFORE, in consideration of
the foregoing and the mutual covenants and conditions set forth
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
A new sentence shall be added at the
end of Section 1.1(a), which shall read:
“Subject to the terms and
conditions hereof, the General Partner agrees to contribute or
otherwise transfer to the Operating Partnership, and the Operating
Partnership agrees to acquire and accept from the General Partner,
at the Closin
