Exhibit 10.24
PARTIAL TERMINATION OF DEED OF
LEASE
THIS PARTIAL
TERMINATION OF DEED OF LEASE (“Termination Agreement”)
is made and entered into as of the 15 th day of November, 2008, by and
between 1000-1100 WILSON OWNER, LLC, a Delaware limited liability
company (“Landlord”), as successor in interest to Twin
Towers II Property Associates (“Twin Towers”), and MCG
CAPITAL CORPORATION, a Delaware corporation
(“Tenant”).
W I T N E S
S E T H :
WHEREAS, by that
certain Deed of Lease dated September 24, 2002 (the “Original
Lease”), Twin Towers II Property Associates Limited
Partnership (“Original Landlord”) leased to Tenant and
Tenant leased from Original Landlord approximately 30,008 rentable
square feet of area (the “Original Premises”),
consisting of the entire thirty-first (31 st ) floor of the building
located at 1100 Wilson Boulevard, Arlington, Virginia (the
“Building”), and a portion of the thirtieth (30
th
) floor of the
Building;
WHEREAS, all of the right, title and
interest of Original Landlord in the Building was assigned to Twin
Towers and all of the right, title and interest of Original
Landlord in the Lease was assigned to Twin Towers;
WHEREAS, by that
certain First Amendment dated November 30, 2006 (the
“First Amendment”), Twin Towers leased to Tenant and
Tenant leased from Twin Towers, 11,554 square feet of rentable
area, including the remaining portion of the 30th floor of the
Building (the “Additional 30 th Floor Premises”) and a
portion of the twenty-ninth (29 th ) floor of the Building
(such portion of the 29 th Floor being referred to as the
“Additional Premises”), as more particularly set forth
in the First Amendment;
WHEREAS, the Original Lease and the
First Amendment are hereinafter collectively referred to as the
“Lease”;
WHEREAS, the
Original Premises, the Additional 30 th Floor Premises and the
Additional Premises are hereinafter collectively referred to as the
Premises;
WHEREAS, all of the right, title and
interest of Twin Towers in the Building was assigned to Landlord
and all of the right, title and interest of Twin Towers in the
Lease was assigned to Landlord;
WHEREAS, the Term of the Lease is
scheduled to expire on February 28, 2013;
WHEREAS, Landlord and Tenant wish to
terminate the Lease only with respect to the Additional Premises;
and
WHEREAS, Landlord and Tenant wish to
formally reflect the terms and conditions under which the Lease
will be terminated with respect to the Additional
Premises.
NOW, THEREFORE, in consideration of
the mutual promises herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties mutually agree as follows:
1. Any capitalized terms used, but
not otherwise defined in this Termination Agreement, shall have the
meanings ascribed to them in the Lease.
2. The Lease only
with respect to the Additional Premises shall be terminated
effective as of 11:59 p.m. on November 15, 2008 (the
“Termination Date”), and Tenant shall thereafter have
no obligations under the Lease with respect to the Additional
Premises, provided that (i) Tenant vacates the Additional
Premises, as shown on Exhibit A attached hereto and incorporated by
reference herein, and surrenders possession of the Additional
Premises to Landlord on or before the 5 th business day after the
Termination Date, and (ii) as of the Termination Date, Tenant
has paid to Landlord all rent which is then due and payable under
the terms of the Lease with respect to the Additional Premises
through and including the Termination Date. Landlord shall refund
to Tenant Tenant’s security deposit with respect to the
Additional Premises in the amount of Six Thousand Nine Hundred
Eighty-Six and 16/100 Dollars ($6,986.16) not later than
January 31, 2009.
3. If Tenant does not vacate the
Additional Premises and surrender possession thereof to Landlord on
or before the Termination Date, Tenant shall remain fully obligated
to pay all Base Rent and all other amounts incurred under the terms
of the Lease through the date on which Tenant actually vacates the
Additional Premises (the “Vacate Date”).
4. Tenant shall surrender possession
of the Additional Premises to Landlord and shall relinquish all of
the rights granted to it under the Lease with respect to the
Additional Premises, on its behalf and on behalf of any parties
claiming through it, on the Termination Date.
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5. Tenant hereby represents and
warrants to Landlord that it has paid for all improvements, work or
services performed on or furnished to Tenant on the Additional
Premises and indemnifies Landlord against all injury or loss
resulting from a breach of the foregoing representation and
warranty including, but not limited to, all reasonable
attorneys’ fees. Effective as of the Termination Date, Tenant
shall have cancelled all contracts or agreements to which Tenant is
a party with respect to management, maintenance, or other services
applicable to the Additional Premises.
6. Tenant agrees that on the
Termination Date it shall convey to Landlord in its “as
is” condition the furniture and appliances listed on Exhibit
B attached hereto and made a part hereof (collectively, the
“Furniture”), and, in furtherance thereof, shall
execute and deliver to Landlord a bill of sale with respect to all
such Furniture in the from attached hereto as Exhibit C and made a
part hereof.
7. Tenant shall leave the Additional
Premises in “broom clean” condition, only ordinary wear
and tear and acts by Landlord excepted, on or before the
Termination Date. Landlord shall have the right to dispose of any
of Tenant’s personal property of any type whatsoever,
including, but not limited to, office equipment, cabinets,
bookcases, telecommunications equipment, supplies and any other
furnishings (regardless of whether such items are listed on Exhibit
A), which remain in the Additional Premises after the Termination
Date, in any manner it shall deem appropriate, and the proceeds of
such disposition (or, in the event that Landlord elects to retain
them, the items themselves) shall belong entirely to Landlord. As
of the Termination Date, Tenant expressly waives all rights it may
have with regard to such personalty and expressly authorizes
Landlord to dispose of same in any manner deemed appropriate by
Landlord, and, in connection with the disposition of such
personalty, Tenant hereby waives any and all rights it may have
with regard to Landlord’s compliance with any laws for the
benefit of tenants or debtors, to the full extent that such rights
may be waived by Tenant.
8. Tenant hereby covenants, warrants
and represents to Landlord that any and all subleases of any
portion of the Additional Premises between Tenant, as sublandlord,
and any third party, as subtenant, will be terminated as of the
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