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Exhibit 10.18
Amendment to
Contribution Agreement
This Amendment (this "Amendment"), dated as of May 6, 1997, amends the
Contribution Agreement, dated as of April 17, 1997, by and among Tower Realty
Operating Partnership, L.P., a Delaware limited partnership (the "Operating
Partnership"), and Bama Equities, Inc.
Preliminary Statement
The Operating Partnership and the Contributor are parties to a
Contribution Agreement, dated as of April 17, 1997 (the "Agreement"), relating
to the transfer of the Contributor's ownership of an interest (the "Interest")
in CXX Mineola Limited Partnership, a New York limited partnership. The
Agreement sets forth certain provisions regarding such transfer in return for OP
Units that were to be provided at the time of such transfer. The Operating
Partnership and the Contributor wish to amend the Agreement to provide that the
OP Units will be transferred to the Contributor at the closing of the proposed
initial public offering (the "IPO") of Tower Realty Trust, Inc., the general
partner and a limited partner of the Operating Partnership (the "Company").
Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such terms in the Agreement.
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. The transfer of the OP Units to the Contributor will occur at the
closing of the IPO.
2. In the event that the closing of the IPO shall not have occurred on or
prior to December 31, 1997, the Operating Partnership shall sell, assign,
transfer and convey the Interest to the Contributor upon the payment of all
amounts outstanding pursuant to the Purchase Agreement dated as of March 31,
1997 among the Operating Partnership, the Company and the Investors named
therein, and the notes issued thereunder.
3. The Agreement, as amended by this Amendment, remains in full force and
effect.
4. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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5. This Agreement, as amended by this Amendment, shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of New York without giving effect to the conflicts of law provisions
thereof.
IN WITNESS WHEREOF, the parties have duly executed this amendment as of
the date first written above.
TOWER REALTY OPERATING PARTNERSHIP, L.P.
By: Tower Realty Trust, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
BAMA EQUITIES, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
