Exhibit 10(r)
SECOND AMENDMENT TO LEASE
AND
FIRST AMENDMENT TO SETTLEMENT
AGREEMENT
THIS SECOND AMENDMENT TO LEASE AND
FIRST AMENDMENT TO SETTLEMENT AGREEMENT (“Amendment”)
is entered into as of the 13th day of October , 2006,
by and between AETNA LIFE INSURANCE COMPANY , a Connecticut
corporation (“ Landlord ”), AETNA INC. ,
a Pennsylvania corporation (“Aetna, Inc.”) and ING
LIFE INSURANCE AND ANNUITY COMPANY., f/k/a Aetna Life Insurance
and Annuity Company, a Delaware corporation (“ Tenant
”).
WHEREAS, Landlord and Tenant entered
into that certain Lease Agreement dated as of December 13, 2000
(the “ Lease ”); and
WHEREAS, Tenant, Landlord and Aetna,
Inc., entered in a Settlement Agreement dated as of August 14, 2006
(the “Settlement Agreement”); and
WHEREAS, Landlord and Tenant
modified the Lease by First Amendment to Lease dated as of August
14, 2006 (“First Amendment”); and
WHEREAS, Landlord and Tenant wish to
further modify the Lease and to modify the Settlement Agreement, as
provided herein;
NOW THEREFORE, in consideration of
the mutual covenants contained herein and other good and valuable
consideration the receipt and legal sufficiency of which is hereby
acknowledged Landlord and Tenant hereby agree as
follows:
1. All
capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Lease, respectively.
2.
Exhibit G-1 to the Lease is amended to provide that Landlord
shall have the right without Tenant’s consent, on or after
October 31, 2006 (the actual date being referred to herein as the
“ Transition Date ”), to delete the Flower
Street surface parking lot (shown on Attachment A to said
Exhibit G-1 , and referred to herein, as “Lot
7”) from the list of so-called "Preferred Lots" and to
substitute for the number of parking spaces currently in said Lot 7
(being 158 spaces), a combination of (i) 79 parking spaces in the
existing "Ramp Garage" and (ii) 79 parking spaces in the surface
parking lot located at 116 Farmington Avenue (the " Church
Lot "), it being understood that the total, aggregate number of
parking spaces in the Ramp Garage and in the Church Lot that could
be used by Tenant would be 158. Landlord shall provide notice to
Tenant of the Transition Date at least fourteen (14) days before
the date on which Tenant’s employees and visitors will no
longer be able to park in Lot 7. Not later than the business day
prior to the Transition Date, Landlord shall distribute new hang
tags for the Church Lot (85 hang tags to correspond to the 79
parking spaces in the Church Lot) and activate Tenant ID badges to
allow for entry into the Ramp Garage (85 activated Tenant ID badges
to correspond to the 79 parking spaces in the Ramp Garage). From
and after the Transition Date, Tenant shall have no rights to park
in Lot 7, and Landlord shall have no further rights to relocate
Tenant parking.
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3.
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Paragraph 2 of the First Amendment
is deleted and the following substituted:
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“ 2. Landlord
hereby grants Tenant a one-time option (the “Extension
Option”) upon exercise of which the Term of the Lease shall
be extended to the earlier of (i) March 31, 2008, or (ii) the last
day of the seven day period listed in Schedule A attached hereto
(“Schedule A”) in which Tenant surrenders possession of
the Premises. Upon exercise of the Extension Option, the earlier of
the dates stated in the preceding sentence shall be the
“Expiration Date” as used in the Lease and paragraph 2
hereof. The Extension Option shall be exercised by delivery of
written notice of exercise to Landlord on or before June 30, 2007.
For all purposes herein, Tenant shall be deemed to have surrendered
possession of the Premises, and shall be deemed no longer
in
