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Exhibit 10.13
AMENDMENT TO
CONTRIBUTION AGREEMENT
This Amendment (this "Amendment"), dated as of May 30, 1997, amends
the Contribution Agreement, dated as of April 24, 1997, by and among Tower
Realty Operating Partnership, L.P., a Delaware limited partnership (the
"Operating Partnership"), and Xxxxxxx Xxxxxxx.
Preliminary Statement
The Operating Partnership and the Contributor are parties to a
Contribution Agreement, dated as of April 24, 1997 (the "Agreement"), relating
to the transfer of the Contributor's ownership of an interest (the "Interest")
in CXX Mineola Limited Partnership, a New York limited partnership. The
Agreement sets forth certain provisions regarding such transfer in return for OP
Units that were to be provided at the time of such transfer. The Operating
Partnership and the Contributor wish to amend the Agreement to provide that the
OP Units will be transferred to the Contributor at the closing of the proposed
initial public offering (the "IPO") of Tower Realty Trust, Inc., the general
partner and a limited partner of the Operating Partnership (the "Company").
Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such terms in the Agreement.
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. The transfer of the OP Units to the Contributor will occur at
the closing of the IPO.
2. In the event that the closing of the IPO shall not have
occurred on or prior to December 31, 1997, the Operating Partnership shall sell,
assign, transfer and convey the Interest to the Contributor upon the payment of
all amounts outstanding pursuant to the Purchase Agreement dated as of March 31,
1997 among the Operating Partnership, the Company and the Investors named
therein, and the notes issued thereunder.
3. The Agreement, as amended by this Amendment, remains in full
force and effect.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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5. This Agreement, as amended by this Amendment, shall be
governed in all respects, including validity, interpretation and effect, by the
laws of the State of New York without giving effect to the conflicts of law
provisions thereof.
IN WITNESS WHEREOF, the parties have duly executed this amendment as
of the date first written above.
TOWER REALTY OPERATING PARTNERSHIP, L.P.
By: Tower Realty Trust, Inc.,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name:Xxxxxxxx Xxxxxxx
Title:President
XXXXXXX XXXXXXX
/s/ Xxxxxxx Xxxxxxx
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