EXHIBIT 10.RR FIRST AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT (MBC REALTY, LLC)LLC Membership Agreement |
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EXHIBIT 10.RR
FIRST AMENDMENT
TO
MEMBERSHIP INTERESTS PURCHASE AGREEMENT
(MBC REALTY, LLC)
THIS FIRST AMENDMENT TO THE MEMBERSHIP INTERESTS
PURCHASE AGREEMENT (MBC REALTY, LLC)
(this “Amendment”) is executed as of November 18, 2004, by and
between Mercantile Bankshares Corporation, a Delaware corporation (“Seller”),
and Harbor Group International, L.L.C. a Virginia limited liability company, or
its designee (“Buyer”).
Recitals
WHEREAS, Seller and Buyer entered into that certain Membership Interests Purchase Agreement (MBC Realty, LLC), with an effective date of October 20, 2004 (the “Purchase Agreement”);
WHEREAS, both Section 15.19(A) of and Exhibit J to the Purchase Agreement provide that Mercantile Safe-Deposit and Trust Company shall assume the Venable Lease in the event that Venable LLP elects to exercise its termination option under such lease;
WHEREAS, Seller desires to assume the Venable Lease rather than cause Mercantile Safe-Deposit Bank and Trust Company to assume such lease; and
WHEREAS, Seller and Buyer now desire to amend the Purchase Agreement to reflect such change.
Agreements
Now, therefore, in consideration of the premises and the mutual covenants and agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound, hereby agree as follows:
1.
New Section 15.19(A).
Section 15.19(A) of the Purchase Agreement is hereby deleted in its
entirety and replaced by the following:
(A)
Venable LLP (“Venable”),
pursuant to that certain Lease, dated as of May, 2001, by and between Venable,
as Tenant, and MBCR, as landlord (the “Venable Lease”), has an
option to terminate the Venable Lease upon the satisfaction of certain
conditions. The Venable Lease has a current term running through
April 30, 2011. For purposes of this Section 15.19(A) the
leased premises under the Venable Lease shall
1
include 121,708 square feet of office space on floors 13 through 19; 7,161 square feet of lower level space; 6,716 square feet of storage space; and all space which Venable shall assume from Reznick (approx. 11,780 square feet), as set forth in Section 15.19(B) hereof, under the same terms as the Venable Lease (all of such space collectively the “Venable Space”). Seller agrees that, if Venable shall exercise the termination option described in this Section 15.19(A), Seller shall assume the Venable Lease (including, without limitation, the term set forth in the Venable Lease and any additional space leased by Venable pursuant to Section 15.19(B) hereof) and shall be liable for all of Venable’s obligations thereunder (including, without limitation, the obligation to pay rent at the rental rates (but in no event at rates higher than) those set forth in the Venable Lease) and entitled to all of Venable’s rights, except for the termination option. At Buyer’s option, Seller shall execute a new lease or other instrument evidencing such assumption which shall set forth the terms of the lease through the balance of the Venable Lease term on the same terms as that of the Venable Lease (including, without limitation, that any rent paid by Seller for the Venable Space shall be paid at the rental rates set forth in the Venable Lease). Seller shall have the right, subject to Buyer’s approval, which approval shall not be unreasonably withheld, to sublet any or all of the space subject to the Venable Lease to such Person or Persons as it shall choose in its sole discretion (provided that no such sublease shall relieve Seller of its obligations under this Section 15.19), and Seller shall have the exclusive right to receive and retain the proceeds from any termination payment paid by Venable in connection with the exercise of the option described herein. The provisions of this Section 15.19(A) shall survive the Closing.
2.
New Exhibit J. Exhibit
J of the Purchase Agreement is hereby deleted in its entirety and replaced by
the following:
EXHIBIT J
MERCANTILE LEASE TERM SHEET
5. All terms not defined herein shall have the meanings set forth in the Membership Interests Purchase Agreeme
