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
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