Exhibit 10.7
FIRST AMENDMENT TO
CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO
CONTRIBUTION AGREEMENT (this “First Amendment”) is
made and entered into this 12th day of September, 2008 by and
between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited
partnership (“Duke”), DUKE/HULFISH, LLC, a
Delaware limited liability company (the
“Company”) and CBRE OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership (
“CBOP” ).
W I T N E S
S E T H :
WHEREAS, Duke, the Company and CBOP, entered into that
certain Contribution Agreement dated May 5, 2008 (the
“Agreement”), for the contribution of certain
Projects (as more particularly defined therein) to the Company;
and
WHEREAS, Duke and Company desire to enter into this First
Amendment for the purpose of adding that certain Project located at
Aspen Grove Corporate Center, with a street address of 500 Duke
Drive, Franklin, Tennessee 37067 (“Verizon”) and
evidencing their mutual understanding and agreement with respect
thereto as more specifically set forth herein below.
NOW, THEREFORE,
for and in consideration of the
premises hereto, the keeping and performance of the covenants and
agreements hereinafter contained, and for Ten and No/100 Dollars
($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Duke, the Company and
CBOP intending to be legally bound, agree and amend the Agreement
as follows:
1. Defined Terms . All
terms used herein and denoted by their initial capitalization shall
have the meanings set forth in the Agreement unless set forth
herein to the contrary.
2. The Land . The
definition of the Land and Exhibits B-1 through
B-6 are each amended to include the legal description
of Verizon attached hereto as Exhibit B-7.
3. The Buildings . The
definition of the Buildings and Exhibit C are amended
by inserting the information contained in Exhibit C-1
attached hereto.
4. Aggregate Agreed Value
. The Aggregate Agreed Value in Article 2(a) of the Agreement
is amended by deleting the sum of TWO HUNDRED FORTY-EIGHT MILLION
NINE HUNDRED THOUSAND FIVE HUNDRED AND 00/100 DOLLARS
($248,900,500.00) and inserting in lieu thereof the sum of TWO
HUNDRED EIGHTY-TWO MILLION THREE HUNDRED NINETY-NINE THOUSAND FOUR
HUNDRED FORTY TWO AND 00/100 DOLLARS ($282,399,442.00).
Exhibit D is amended by deleting Exhibit
D to the Agreement and inserting in lieu thereof
Exhibit D attached hereto.
5. Outstanding Diligence
Items . The definition of Outstanding Diligence Items and
Exhibit E-1 are each amended to include the
information for Verizon contained in Exhibit E-2
attached hereto.
6. Tenant Estoppel
Certificate . Article 8(a)(iii) of the Agreement is amended
to provide that:
With respect to Verizon, the Tenant
Estoppel Certificate shall be in the form of Exhibit
F-1 attached hereto.
7. Verizon Inspection Date
. The first sentence in Article 4(b) of the Agreement is
amended by inserting the words “and Verizon”
immediately following the words “Amazon at Anson.” In
addition the following two sentences are inserted at the end of
Article 4(b):
With respect to Verizon, CBOP shall
have until 5:00 p.m. Eastern Time on September 19, 2008 (the
“Verizon Inspection Date”), to terminate this
First Amendment by written notice to Duke, if CBOP is not satisfied
with Verizon due to the information contained on a Phase I
environmental report or a property condition report, in which case
the terms and conditions set forth in this First Amendment shall
terminate, but the Agreement shall continue in full force and
effect and shall revert to its original terms prior to being
amended by this First Amendment. If CBOP fails to deliver written
notice to Duke of its election to terminate this First
Amendme
