Exhibit 10.32


 


AMENDMENT
TO


MANAGEMENT
SERVICES RIGHTS CONTRIBUTION AGREEMENT


(PORTALS
II)


 


THIS AMENDMENT TO MANAGEMENT
SERVICES RIGHTS CONTRIBUTION AGREEMENT is entered into as of November 28, 2005
by and among REPUBLIC PROPERTIES CORPORATION, a District of Columbia
corporation (“RPC”), RICHARD L. KRAMER (“Kramer”), STEVEN A. GRIGG (“Grigg”,
together with Kramer and RPC, the “General Partners”)
and REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).


 


WHEREAS, the Operating
Partnership and the General Partners previously entered into that certain
Management Services Rights Contribution Agreement dated as of October 24, 2005
(the “Contribution Agreement”); and


 


WHEREAS, the Operating
Partnership and the General Partners 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.             A
new Section 1.4 shall be added to the Contribution Agreement, which shall
provide:


 


1.4           Term.   The term of this Agreement shall continue
until the one year anniversary date of the Closing (as defined in Section 5.1
below) (the “Initial Term”), and, after the
expiration of the Initial Term, this Agreement shall be renewed automatically
for successive additional terms of one (1) year each (the “Subsequent
Term”), in each case unless sooner terminated in the manner provided
in Section 6.9 hereof.


 


2.             Section
6.9 of the Contribution Agreement shall be amended and restated in its
entirety, and shall provide:


 


6.9           Termination
of Management Services Rights.


 


(a)           If
either party materially breaches any provision of this Agreement, the breaching
party shall have the right to cure such breach within thirty (30) days of
receipt of written notice from the non-breaching party specifying the nature of
the alleged breach.  If the non-breaching
party gives the notice set forth in this Section 6.9(a) and the breach is not
cured within such thirty (30) day period, then this Agreement shall be
terminated unless otherwise agreed to in writing by each of the parties hereto.


 





















 


(b)           Either
the General Partners, together, or the Operating Partnership shall have the
right to terminate its obligations with respect to the Management Services
Rights upon furnishing the other party with written notice, at least ninety
(90) days prior to the expiration of the Initial Term or any Subsequent Term,
of an intent to terminate this Agreement upon the expiration of such term.


 


3.             All other provisions of the
Contribution Agreement shall continue in full force and effect in accordance
with the terms of the Contribution Agreement.


 


2





















 


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
  PROPERTIES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REPUBLIC
  PROPERTY LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: Republic Property
  Trust, its General

  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  Name: Mark R. Keller

  
	
   

  	
  Title: Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Richard L. Kramer

  	
   

  
	
   

  	
  RICHARD L. KRAMER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
  STEVEN A. GRIGG

  



 


[Signature Page to Portals II Amended
Management Services

Rights Contribution Agreement]


 





















 


	
   

  	
  REPUBLIC
  PROPERTY TRUST (solely for

  purposes of Section 1.3)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
  Name: Mark R. Keller

  
	
   

  	
  Title: Chief Executive
  Officer