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 Closing, all of the General
Partner’s interests and rights, including managerial rights, under the RPT 1425
Agreement.”


 


2.                                       A
new Section 4.4 shall be added to the Contribution Agreement, which shall
read:


 


“4.4                           Tax Treatment of
Transactions.  Each of the parties
hereby agrees (I) that, the transactions contemplated by this Agreement are to
be treated for federal income tax purposes, as an “assets over form” merger, as
prescribed by Treasury Regulations Sections 1.708-1(c)(3)(i) and 1.708-1(c)(4),
(II) that such party will treat the transactions contemplated by this Agreement
as described in clause (I) for federal income tax purposes, and will take no
position inconsistent with such treatment, and (III) that such party will treat
the contribution of any Interest to the Operating Partnership (i) by each
Non-U.S. Partner and (ii) by each U.S. Partner receiving Cash
Consideration, in either case pursuant to this Agreement, as a sale


 





















 


of such Partner’s entire
Interest for federal income tax purposes, and will take no position
inconsistent with such treatment.”


 


*                                         *                                         *


 





















 


IN WITNESS WHEREOF, each of
the parties hereto has executed and delivered this Amended Agreement, or caused
the Amended Agreement to be duly executed and delivered on its behalf, as of
the date first set forth above.


 


	
   

  	
   

  	
  Republic Property Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Republic Property Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Republic Property Trust, its General

  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  	
   

  
						



 


 


Partners of RPT 1425 Investors L.P.


 


 


	
  Bowman
  Brown

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Breckenridge
  Finance

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Cabana
  Pacific

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Camay
  Trust

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Citco
  Global Custody N.V.

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Clearwater
  Investments

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Colville
  International Ltd.

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Dicara
  Limited

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Greencay
  SA

  	
  **

  	
   

  



 





















 


	
  Hopkins
  Participation Corporation

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Hyun
  Sook Hamlyn

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Inversiones
  2205

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  KRIVCO/1425
  LLC

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Laredo
  Development

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  New
  Olympia Holdings

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Seam
  Finance

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Stonehouse
  Towers Inc.

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Telford
  Associates Limited

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Triton
  Overseas Ltd.

  	
  **

  	
   

  
	
   

  	
   

  	
   

  
	
  Unimar, Inc.

  	
  **

  	
   

  



 










**
Pursuant to a Power of Attorney


	
   

  	
  By:  RPT 1425 (General Partner) LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  By:

  	
  Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Manager

  	
   

  
	
   

  	
   

  	
  Attorney-in-Fact