Exhibit 10.4


 


AMENDMENT TO


CONTRIBUTION AGREEMENT


(Republic Square I)


 


THIS AMENDMENT TO
CONTRIBUTION AGREEMENT is entered into as of December 20, 2005 by and
among REPUBLIC PROPERTIES CORPORATION, a District of Columbia corporation (“RPC”), REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware
limited partnership (the “Operating Partnership”),
and 25 Massachusetts Avenue Property LLC, a Delaware limited liability company
(“25 Mass”).


 


WHEREAS, the Operating
Partnership, RPC and 25 Mass previously entered into that certain Contribution
Agreement dated as of September 23, 2005 (the “Contribution
Agreement”); and


 


WHEREAS, the Operating
Partnership, RPC and 25 Mass desire to amend 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.                                       In the first sentence of Section 1.6(a),
the eighth word, “affiliates,” shall be deleted and replaced with the word “subsidiaries,”
and the words “or its affiliates” in the first sentence of Section 1.6(a) shall
be deleted.


 


2.                                       In the first sentence of Section 1.6(b),
the words “or its affiliates” shall be deleted.


 





















 


IN WITNESS WHEREOF, each of
the parties hereto has caused this Agreement to be duly executed, delivered and
sealed in its name on its behalf, all as of the day and year first above
written.


 


	
   

  	
  RPC:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REPUBLIC PROPERTIES CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
  Name: Steven A. Grigg

  	
   

  
	
   

  	
  Title: President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OPERATING PARTNERSHIP:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REPUBLIC PROPERTY LIMITED PARTNERSHIP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  REPUBLIC PROPERTY TRUST,

  	
   

  
	
   

  	
   

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  25 MASS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  25 Massachusetts Avenue Property LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  25 MASSACHUSETTS AVENUE PARTNERS, LLC,

  sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  REPUBLIC SQUARE LIMITED

  PARTNERSHIP, sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  DOWNTOWN PROPERTIES

  CORPORATION, General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Steven A. Grigg

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  President