Exhibit 10.7
AMENDMENT
TO
CONTRIBUTION AND MERGER AGREEMENT
This AMENDMENT TO CONTRIBUTION AND MERGER AGREEMENT dated as of January 15,
1999 (hereinafter referred to as this "Agreement") is made and entered into by
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and between Property Capital Trust Limited Partnership, a Massachusetts limited
partnership and Framingham York Associates Limited Partnership, a Massachusetts
limited partnership.
RECITALS
A. The parties hereto entered into a Contribution and Merger Agreement
(the "Original Agreement") on October 16, 1998.
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B. The parties hereto desire to amend the Original Agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby to hereby agree as follows.
1. Section 3.04(c) is hereby amended to read in its entirety as follows:
"At the Closing, at least a majority of the limited partners of FYA
shall, directly or through an Attorney-in-Fact, execute, acknowledge where
deemed desirable or necessary by PCT LP, and deliver to the Closing Agent, in
addition to any other documents mentioned elsewhere herein, an Addendum to
Contribution and Merger Agreement in the form attached hereto."
2. The parties hereby ratify and confirm that they continue to be bound
by the terms and provisions of the Original Agreement which, except as expressly
modified hereby, shall continue in full force and effect.
3. This Agreement may be executed in counterparts, each of which shall be
deemed an original of all which, when taken together, shall be deemed one and
the same instrument.
4. Any terms used herein and not defined shall have the meanings ascribed
to such terms in the Original Agreement, as amended.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized representatives as of the day and
year first above written.
FRAMINGHAM YORK ASSOCIATES LIMITED
PARTNERSHIP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, as General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇, as General Partner
PROPERTY CAPITAL TRUST, L.P.
By: Maryland Property Capital Trust, Inc.,
as sole General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
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