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EXHIBIT 10.70
PHOENIX LAND PARCEL OPTION CONTRACT
THIS AGREEMENT (this "AGREEMENT") is entered into as of the
12th day of September, 1997 between CRYSTAL, INC., an Arizona corporation
("CRYSTAL") and TOWER REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership ("OP").
W I T N E S S E T H:
WHEREAS, Crystal has previously entered into that certain
Escrow Instructions and Addendum thereto dated January 16, 1997 (the "CONTRACT")
with Crystal, as buyer, and Xxxxxxxxx And I-17, L.L.C. and Deer Valley Towne
Center L.L.C., as seller;
WHEREAS, the Contract has previously been amended by a (i)
First Amendment to Escrow Instructions and Addendum, (ii) Second Amendment to
Escrow Instructions and Addendum, and (iii) Third Amendment to Escrow
Instructions and Addendum Thereto and Option Agreement (the Contract, as amended
is hereinafter referred to as the "OPTION CONTRACT"); and
WHEREAS, Crystal desires to assign to the OP all of its right,
title and interest under the Option Contract as of the Effective Date (as
hereinafter defined).
NOW, THEREFORE, in consideration of ten dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. For purposes of this Agreement, the term "EFFECTIVE DATE"
shall mean the closing of the sale of the shares of stock of Tower Realty Trust,
Inc. to the public pursuant to an offering registered with the Securities
Exchange Commission.
2. All terms not otherwise defined herein, shall have the
meaning given such term in the Option Contract.
3. Effective as of the Effective Date, Crystal hereby grants,
assigns and transfers unto the OP all of its right, title and interest under the
Option Contract (the "ASSIGNMENT").
4. Effective as of the Effective Date, the OP hereby accepts
the Assignment.
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5. Crystal shall not take any action with respect to the
Option Contract without the prior consent of the OP; provided, however, that
Crystal shall have the right to extend the Option Contract in accordance with
the terms thereof without having to obtain the consent of the OP.
6. In the event that the Effective Date shall not have
occurred by November 30, 1997, this Agreement shall immediately terminate
without the necessity of any further action by either party and this Agreement
shall be deemed null and void.
7. All costs relating to the Option Contract prior to the
Effective Date shall be borne by Crystal and all costs relating to the Option
Contract after the Effective Date (including the payment of the Purchase Price)
shall be borne by the OP. Crystal agrees that any portion of an extension
payment made pursuant to the Option Contract which is allocable to the time
period after the exercise of the Option shall, in accordance with the terms of
the Option Contract, be applied toward payment of the Purchase Price and the OP
shall be the beneficiary of any such application.
8. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
CRYSTAL, INC.
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: President
TOWER REALTY OPERATING
PARTNERSHIP, L.P.
By: Tower Realty Trust, Inc., general partner
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Chairman and CEO
