SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE ("Second Amendment") is entered into
as of December 12, 1994, by and between BRESTA FUTURA V B.V. ("Landlord") and
RCG/HAGLER, BAILLY, INC. ("Tenant").
W I T N E S S E T H:
WHEREAS, Wilson Boulevard Venture (Landlord's
predecessor-in-interest) and Tenant entered into that certain Office Lease,
dated October 25, 1991 ("Original Lease") covering certain premises ("Original
Premises") on the ninth (9th) floor of the building ("Building") located at 1530
Wilson Boulevard, Arlington, Virginia; and
WHEREAS, Wilson Boulevard Venture and Tenant entered into that
certain First Amendment to Office Lease, dated February _, 1993 ("First
Amendment"; the Original Lease and the First Amendment are hereinafter
collectively referred to as the "Lease") pursuant to which Tenant leased certain
additional premises located on the first (lst) floor of the Building ("First
Floor Premises", the Original Premises and the First Floor Premises are
hereinafter collectively referred to as the "Existing Premises");
WHEREAS, Tenant desires to lease from Landlord and Landlord desires
to lease to Tenant an additional 12,975 square feet of rentable floor area on
the tenth (10th) floor of the Building more particularly shown on Exhibit A
attached hereto and made a part hereof (the "New Premises"); and
WHEREAS, Landlord and Tenant desire to amend the terms and
conditions of the Lease to add the New Premises to the Existing Premises (the
Existing Premises and the New
Premises are hereinafter collectively referred to as the "Leased Premises") for
the remainder of the Term as extended by this Second Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Tenant hereby leases from Landlord, and Landlord hereby leases to
Tenant, the New Premises, subject to the terms and conditions of the Lease, as
modified hereby.
2. The commencement date for the New Premises (the "New Premises
Commencement Date") shall be the date hereof. Tenant acknowledges that
possession of the New Premises has been delivered to Tenant on the date hereof.
Tenant agrees that (a) Tenant shall accept possession of the New Premises "as
is" as of the New Premises Commencement Date and (b) Landlord shall have no
obligation to make any improvements or alterations to the New Premises or to
make any payments or contributions to Tenant in respect of any improvements or
alterations made to the New Premises. Landlord represents that, to its best
knowledge, the New Premises does not contain any asbestos containing material
(as such term is defined by applicable Federal law) . In the event any asbestos
containing material was located in the New Premises as of the date hereof,
Landlord shall be responsible, at its sole cost and expense, for promptly
remedying same in compliance with all applicable laws.
3. Leased Premises. Effective as of the New Premises Commencement
Date, Section 1 of the Schedule to the Original Lease entitled "Leased
Premises", shall be amended by adding the New Premises thereto. Effective as of
the New Premises Commencement Date, all
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provisions in the Lease applicable to the Existing Premises shall also be
applicable to the New Premises.
Effective as of April 1, 1995, the provisions of the Lease with
respect to the First Floor Premises shall be deemed terminated and of no further
force and effect, except for any obligations relating to the First Floor
Premises that survive the termination of the Lease with respect to the First
Floor Premises. If, pursuant to the following paragraph, Tenant shall not have
previously vacated the First Floor Premises, then Tenant shall vacate the First
Floor Premises on or before April 1, 1995.
At any time prior to April 1, 1995, upon ten (10) days' prior
written notice from Landlord to Tenant ("Early Vacate Notice") , Tenant shall
vacate and surrender possession of the First Floor Premises to Landlord.
Landlord may only give the Early Vacate Notice to Tenant if Landlord requires
possession of the First Floor Premises in connection with a lease or a proposed
lease of the First Floor Premises (or a portion thereof) to a bona fide tenant
which requires Landlord to either (a) deliver possession of the First Floor
Premises (or a portion thereof) to such bona fide tenant prior to April 1, 1995
or (b) requires Landlord to commence performance of tenant improvement work to
the First Floor Premises (or a portion thereof) prior to April 1, 1995. Tenant
shall remain liable for the payment of all Annual Base Rent and all Additional
Rent owing under the Lease with respect to the First Floor Premises through
March 31, 1995, notwithstanding the fact that Tenant shall have vacated and
surrendered possession of the First Floor Premises to Landlord prior to March
31, 1995.
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4. Annual Base Rent.
Section 4 of the Schedule to the original Lease, entitled
"Annual Base Rent" which relates to the original Premises, shall be amended by
adding thereto the Annual Base Rent for the New Premises which is as follows:
(i) for the period beginning on January 1, 1995 and ending on
December 31, 1995, the sum of Three Hundred Twenty Four Thousand Three Hundred
Seventy Five and No/100 ($324,375.00) Dollars per annum;
(ii) for the period beginning on January 1, 1996 and ending
on December 31, 1996, the sum of Three Hundred Thirty Thousand Eight Hundred
Sixty Three and No/100 ($330,863.00) Dollars per annum;
(iii) for the period beginning on January 1, 1997 and ending
on December 31, 1997, the sum of Three Hundred Thirty Seven Thousand Four
Hundred Eighty and No/100 ($337,480.00) Dollars per annum;
(iv) for the period beginning on January 1, 1998 and ending on
December 31, 1998, the sum of Three Hundred Forty Four Thousand Two Hundred
Thirty and No/100 ($344,230.00) Dollars per annum;
(v) for the period beginning on January 1, 1999 and ending on
December 31, 1999, the sum of Three Hundred Fifty One Thousand One Hundred
Fifteen and No/100 ($351,115.00) Dollars per annum;
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(vi) for the period beginning on January 1, 2000 and ending
on December 31, 2000, the sum of Three Hundred Fifty Eight Thousand One Hundred
Thirty Seven and No/100 ($358,137.00) Dollars per annum;
(vii) for the period beginning on January 1, 2001 and ending
on December 31, 2001, the sum of Three Hundred Sixty Five Thousand Three Hundred
and No/100 ($365,300.00) Dollars per annum;
(viii) for the period beginning on January 1, 2002 and ending
on December 31, 2002, the sum of Three Hundred Seventy Two Thousand Six Hundred
Six and No/100 ($372,606.00) Dollars per annum;
(ix) for the period beginning on January 1, 2003 and ending on
December 31, 2003, the sum of Three Hundred Eighty Thousand Fifty Eight
($380,058.00) Dollars per annum; and
(x) for the period beginning on January 1, 2004 and ending on
December 31, 2004, the sum of Three Hundred Eighty Seven Thousand Six Hundred
Fifty Nine and No/100 ($387,659.00) Dollars per annum. Tenant shall not be
obligated to pay Annual Base Rent with respect to the New Premises for the
period beginning on the New Premises Commencement Date and ending on December
31, 1994. From and after January 1, 1995, "Monthly Installments of Annual Base
Rent" set forth in Section 5 of the Schedule to the Original Lease shall be
based upon the Annual Base Rent for both the original Premises and the New
Premises. Concurrently with the execution and delivery of this Second Amendment,
Tenant shall pay to Landlord the sum of Twenty-Seven Thousand Thirty-One
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and xx/100 ($27,031.25) Dollars representing the Monthly Installment of Annual
Base Rent owing for January, 1995.
5. Adjustment of Rent. Effective as of January 1, 1995 (a) the
provisions of Section 4 of the original Lease (Additional Rent) shall apply to
the New Premises except that for purposes of computing Tenant's payment
obligation with respect to the New Premises (a) all references in Section 4B to
"Leased Premises" shall be deemed to be the "New Premises", (b) "Tenant's Share"
shall be deemed to be seven and seventy-five one hundredths (07.75%) percent,
(c) "Lease Year" shall mean each calendar year and (d) "Operating Stop" shall
mean the product that results from multiplying (y) the total amount of Operating
Expenses of the Property during the 1995 calendar year as adjusted to provide
for, among other things, a ninety-five (95%) percent occupied and fully assessed
and completed Building and Property by (z) Tenant's Share with respect to the
New Premises (i.e., 7.75%). Notwithstanding anything herein to the contrary,
Tenant shall not be obligated to pay any Expense Adjustment Amount in respect of
the New Premises for the period beginning on the New Premises Commencement Date
and ending on December 31, 1995.
6. Term. Section 2 of the Schedule to the original Lease (Term) is
modified to read as follows: The period beginning on January 11, 1992 and ending
on December 31, 2004.
7. Parking. From and after the New Premises Commencement Date and
thereafter for so long as the New Premises shall be part of the Leased Premises,
in Paragraph 12 of the Schedule to the Original Lease the number "24" shall be
changed to the number "47" and the number "18" shall be changed to the number
"41".
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8. Expansion Option. Tenant hereby acknowledges and agrees that
Tenant's expansion right set forth in Paragraph 11 of the First Amendment is
hereby terminated and of no force and effect.
9. Right of First Offer.
(a) If at any time during the initial Term of this Lease or
the First Extension Term the Landlord desires to lease all or any portion of the
space on the tenth (10th) floor of the Building shown on Exhibit B annexed
hereto and made a part hereof ("Offer Space"), then Landlord, before Landlord
may enter into a lease with any potential tenant for such space, shall offer to
Tenant the right to include the Offer Space within the Leased Premises upon all
of the terms and conditions of this Lease, except as provided for in this
Paragraph 9. Tenant's right to lease the Offer Space is subject to the following
conditions: (i) at the time Tenant delivers Tenant's Acceptance Notice (as
hereinafter defined), not more than fifty (50%) percent of the rentable space of
the Leased Premises shall have been subleased to Persons which are not
Affiliates of Tenant, or (ii) at the time Tenant delivers Tenant's Acceptance
Notice or at the time of the Offer Space Commencement Date (as hereinafter
defined), an Event of Default shall not have occurred and be continuing. Any
termination, cancellation or surrender of Tenant's interest in this Lease prior
to the date on which Tenant delivers Tenant's Acceptance Notice or prior to the
Offer Space Commencement Date shall automatically terminate Tenant's right to
lease the Offer Space. The provisions of this Paragraph 9 shall not apply during
the Second Extension Term. In addition, the provisions of this Paragraph shall
not apply during (i) the last two (2) years of the initial Term of the Lease
unless Tenant shall have exercised the option set forth in Section I of Exhibit
C to the Original Lease to extend the initial
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Term of the Lease for the First Extension Term and (ii) the last two (2) years
of the First Extension Term unless Tenant shall have exercised the option set
forth in Section 2 of Exhibit C to the Original Lease to extend the Term for the
Second Extension Term.
(b) In the event Landlord desires to lease the Offer Space and
is obligated under Paragraph 9(a) above to offer same to Tenant, Landlord shall
deliver a written offer to Tenant (hereinafter "Offer Notice"), which shall
provide the following information: (i) the annual base rent for the Offer Space
including any free rent and/or rent concessions, (ii) any workletter being
offered, the economic value of such workletter and the minimum lease term on
which such workletter is based, (iii) the location of and the number of rentable
square feet of space comprising the Offer Space, and (iv) the estimated date on
which Landlord will deliver possession of the Offer Space to Tenant.
(c) Tenant shall have the right to accept the offer set forth
in a Offer Notice by delivering to Landlord an unconditional and irrevocable
written acceptance thereof (hereinafter called "Tenant's Acceptance Notice")
within ten (10) business days after Tenant's receipt of the Offer Notice. If
Tenant does not timely deliver the Tenant's Acceptance Notice to Landlord within
said ten (10) business day period, or if Tenant timely gives written notice of
its intention to decline to exercise the right to lease any Offer Space,
Landlord shall be free to lease the Offer Space to a tenant on terms which are
not more favorable to a tenant than the terms set forth in the Offer Notice. In
the event Landlord desires to lease the Offer Space on terms which are more
favorable than those set forth in the Offer Notice, Landlord agrees to reoffer
the Offer Space to Tenant; provided, however, that no changes in the terms of
the Offer Notice shall be deemed more favorable
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to a tenant unless such changes decrease the net effective rental rate, taking
into account the annual rental rate, any free rent and/or rent concessions and
Landlord's workletter, by more than five (5%) percent.
(d) Tenant's timely delivery of Tenant's Acceptance Notice
shall be deemed an irrevocable and unconditional agreement by Tenant to lease
the Offer Space on the terms and conditions set forth in this Paragraph 9.
Landlord shall deliver possession of the Offer Space, at Tenant's option, either
(i) "AS IS" as of the date on which Landlord shall deliver possession of the
Offer Space to Tenant or (ii) in a condition reflecting improvements made by
Landlord pursuant to a work letter ("Offer Space Delivery Date"). In the event
Tenant elects to have Landlord perform work letter improvements to the Offer
Space, Landlord's work letter obligations shall be limited to the work letter
set forth in the Offer Notice subject to adjustment based on the relationship
that the minimum lease term assumed in Offer Notice bears to the remaining Term
of' the Lease (as amended hereby) excluding any extensions which have not been
exercised by Tenant ("Adjusted Workletter"). The Adjusted Workletter shall
result in a net effective annual base rent on a rentable square foot basis for
the Offer Space that equals the net effective annual base rent on a rentable
square foot basis for the Offer Space set f orth in the Offer Notice using a
nine percent (9%) per annum discount rate for the foregoing calculations.
Landlord shall give Tenant at least thirty (30) days prior written notice of the
estimated Offer Space Delivery Date, which estimate may be revised from time to
time as appropriate, provided that after any such revision Tenant shall receive
at least thirty (30) days prior written notice of the Offer Space Delivery Date.
The "Offer Space Commencement Date" shall be the Offer Space Delivery Date.
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(e) If Landlord will be unable to deliver the Offer Space to
Tenant on the estimated Offer Space Delivery Date due to the holding over or
retention of possession of a tenant or subtenant of such space or due to other
reasons beyond Landlord's reasonable control, the estimated Offer Space Delivery
Date shall be extended by such period of time that Landlord was so delayed. In
such event, Landlord shall not be subject to any liability for its failure to
give possession of such space to Tenant, and the validity of this Lease shall
not be impaired thereby and Tenant shall take possession of the Offer Space when
such space can be delivered to Tenant.
(f) The following terms and conditions shall apply to the
Offer Space:
(i) Except as provided in the following sentence, the
Annual Base Rent with respect to the Offer Space
shall be the annual base rent set forth in the
Offer Notice. In the event that Tenant elects to
accept the Offer Space "AS IS" rather than
accepting the Adjusted Workletter, the annual base
rent set forth in the Offer Notice shall be
adjusted downward to a net effective rent on a
rentable square foot basis that equals the net
effective rent set forth in the Offer Notice using
a discount rate of nine (9%) percent per annum.
(ii) For purposes of calculating Additional Rent
applicable to the Offer Space, "Tenant's Share"
with respect to the Offer Space shall be a
fraction, the numerator of which is the number of
rentable square feet of space in the Offer Space
and the denominator of which is 167,511. The term
"Operating Stop" shall mean the product that
results from multiplying (a) the total amount of
Operating Expenses of the Property for the
calendar year in which the Offer Space
Commencement Date shall occur, as adjusted to
provide for, among other things, a ninety-five
(95%) percent occupied and fully assessed and
completed Building and Property by (b) the
Tenant's Share with respect to the Offer Space.
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(g) Promptly following the Offer Space Commencement Date and
the determination of the Annual Base Rent to be paid by Tenant for the Offer
Space, Landlord and Tenant shall enter into a supplementary agreement expressly
confirming (i) the increase in the number of rentable square feet in the Leased
Premises, (ii) the increase in the Annual Base Rent payable under the Lease,
(iii) Tenant's Share and the Base Year applicable to the Offer Space for
purposes of computing Additional Rent and (iv) the Offer Space Commencement
Date.
(h) The Annual Base Rent and Additional Rent (except as set
forth in subsection F(ii) above) for the Offer Space shall be payable by Tenant
to Landlord commencing on the Offer Space Commencement Date. Commencing as of
the Offer Space Delivery Date, all of the terms, covenants and conditions of the
Lease, as amended by this Second Amendment, shall thereafter be effective and
applicable in all respects to the Offer Space, except as specifically provided
otherwise in this Paragraph 9.
(i) Tenant must lease all Offer Space offered by Landlord at
any one time if it desires to lease any of such space.
(j) Time shall be of the essence with respect to all dates and
time periods set forth in this Paragraph 9.
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10. Lease Takeover.
(a) Reference is made to that certain Lease dated in 1993 but
containing no day and month (hereinafter referred to as the "1525 Lease") by and
between Tenant, as tenant, and John Hancock Mutual Life Insurance Company (the
"1525 Landlord") as landlord. The 1525 Lease covers approximately 4,393 rentable
square feet of space on the seventh (7th) floor ("1525 Premises") in the
building located at 1525 Wilson Boulevard, Rosslyn, Virginia. Tenant represents
to Landlord that it has given Landlord a copy of the Original 1525 Lease
certified by an officer of Tenant to be true and complete.
Except for the Original 1525 Lease, there are no written or
oral agreements relating to the 1525 Lease or the 1525 Premises. As of the date
hereof, Tenant represents and warrants to Landlord that (i) the 1525 Lease is
valid and in full force and effect; (ii) there are no defaults on the part of
Tenant under the 1525 Lease and no event has occurred and no condition exists
which, with the giving of notice or the passage of time, or both, would
constitute a default under the 1525 Lease on the part of the Tenant; and (iii)
to the best of its knowledge, there are no defaults on the part of the 1525
Landlord under the 1525 Lease and no event has occurred and no condition exists
which, with the giving of notice or the passage of time or both, would
constitute a default under the 1525 Lease on the part of the 1525 Landlord.
Between the date hereof and the expiration of the 1525 Lease, Tenant covenants
and agrees that it will not cause a default under the 1525 Lease other than a
default based on Tenant's vacating the 1525 Premises in order to move Tenant's
operations into the Leased Premises demised under the Lease, nor permit or
suffer any employee, agent or contractor of Tenant to cause, a default under the
1525 Lease. It is understood
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that a default under the 1525 Lease resulting from Tenant's vacating the 1525
Premises shall not in and of itself diminish Landlord's obligations under this
Section 10. Tenant shall not amend, modify or terminate the 1525 Lease or
otherwise enter into any agreements or understandings with respect to 1525 Lease
and/or the 1525 Premises without the prior written consent of Landlord. Upon
receipt of any notice, correspondence or other communication from the 1525
Landlord or relating to the 1525 Premises, Tenant shall promptly furnish a copy
thereof to Landlord. Prior to Tenant sending any notice, correspondence or
communication to the 1525 Landlord, Tenant shall furnish a copy thereof to
Landlord for its review and approval together with a notice that Landlord has
five (5) business days to respond. If Landlord fails to approve or disapprove
any such notice, correspondence or communication within five (5) business days
of Landlord's receipt of such notice, correspondence or communication, Landlord
shall be deemed to have granted its approval. If Landlord disapproves any such
notice, correspondence or communication, Landlord's notice of disapproval shall
state the reasons therefor. In addition, Tenant shall keep Landlord fully
informed of all material events and/or information of which Tenant has knowledge
relating to the 1525 Lease and/or the 1525 Premises.
(b) In order to defray overlapping lease rental obligations
under this Second Amendment and the 1525 Lease, provided that no Event of
Default exists under the Lease (as amended by this Second Amendment), from and
after April 1, 1995 Landlord shall pay to Tenant the monthly sums owing to the
1525 Landlord for Annual Base Rent and Additional Rent in respect of Operating
Expenses and Real Estate Taxes (as such terms are defined in the 1525 Lease)
during and in respect of the period from the New Premises Commencement Date to
the expiration (Tenant hereby representing that the term of the 1525 Lease
expires on January 31, 1999) or sooner
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termination of the 1525 Lease, subject to the conditions hereinafter stated. In
the event the 1525 Lease is assigned or the 1525 Premises (or any portion
thereof) shall be subleased, Landlord's payment obligation to Tenant shall be
reduced by the amount of Annual Base Rent and Additional Rent in respect of
Operating Expenses and Real Estate Taxes paid by the assignee to the 1525
Landlord or the amount of any rent, additional rent or other amounts actually
paid to Tenant by any subtenant under any sublease.
(c) Between the date hereof and the expiration or sooner
termination of the 1525 Lease, Landlord shall have (and at Landlord's request,
Tenant shall duly exercise) all of Tenant's assignment, subletting and early
termination rights in respect to the 1525 Lease and the 1525 Premises. In
implementation thereof, Tenant shall execute such assignment(s) of or
termination agreement(s) with respect to the 1525 Lease, and such sublease(s) of
the 1525 Premises, as Landlord shall request. Subject to the provisions of the
following paragraph of this Paragraph 10, Tenant hereby constitutes and appoints
Landlord as Tenant's attorney-in-fact to execute, acknowledge and deliver any
such termination, assignment or sublease if Tenant fails to do so within ten
(10) days after Landlord's request therefor. All costs and expenses (if any) in
connection with any such termination, assignment, or sublease (including,
without limitation, Tenant's reasonable out-of-pocket expenses to third parties)
shall be borne by Landlord. All rent or other proceeds paid in connection with
any such termination and/or assignment(s) shall be paid to Landlord and Tenant
shall have no right to any such proceeds.
Notwithstanding anything to the contrary in the Lease
contained, neither Landlord nor anyone else shall have any right to act as
Tenant's attorney-in-fact hereunder
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unless Landlord or such other party shall, prior to giving Tenant its written
request for the instrument in question, have given Tenant a previous written
notice requesting such instrument, and ten (10) days shall have elapsed since
the initial request therefor. Each such written request for such instrument
shall state that if Tenant fails timely to respond to such request, Landlord, or
such party, may act as Tenant's attorney-in-fact to execute such instrument.
(d) Tenant shall vacate the 1525 Premises on or before December 28,
1994. All "Systems Furniture" currently located in the 1525 Premises other than
the "Bi-Files" shall remain in the 1525 Premises and upon request by Landlord,
Tenant shall execute and deliver to Landlord an instrument conveying title to
such Systems Furniture free of all liens and encumbrances. If Landlord shall be
delayed in effecting an assignment or termination of the 1525 Lease or a
sublease of the 1525 Premises to the 1525 Landlord, an assignee or a subtenant
by reason of the failure of Tenant to perform any of its obligations under the
1525 Lease (other than a default based on Tenant's vacating the 1525 Premises),
or by reason of the delay, fault, or neglect of Tenant, then and in any such
event, (in addition to any other rights and remedies Landlord has for breach of
this Lease by Tenant) the payment obligations of Landlord provided for in
Subsection (b) above shall not apply during the period of such delay. Upon the
expiration or sooner termination of the 1525 Lease, Tenant shall have the right
to remove and retain any Systems Furniture then located in the 1525 Premises.
Tenant shall accept any such Systems Furniture in its then "AS IS" condition.
Tenant also acknowledges that Landlord makes no warranties or representations
with respect to such Systems Furniture and Tenant hereby irrevocably and
unconditionally waives any and all claims against Landlord with respect to such
Systems Furniture.
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(e) Unless and until the 1525 Lease shall have been duly
terminated or assigned and any consents or approvals required from the 1525
Landlord shall have been obtained, Tenant shall continue to perform its
obligations under the 1525 Lease for the entire term thereof. Upon request by
Landlord, Tenant will duly exercise any rights to terminate the 1525 Lease.
(f) Tenant acknowledges and agrees that Landlord shall have
the right to discuss directly with the 1525 Landlord proposed assignments and/or
termination of the 1525 Lease or proposed subleases of the 1525 Premises. In the
event the 1525 Landlord withholds its consent to any proposed assignment or
sublease, Landlord shall have the right to commence legal proceedings in the
name of Tenant against the 1525 Landlord in which event Tenant shall promptly
after receipt of request by Landlord sign such truthful demands, pleadings
and/or the papers that are required for Landlord to prosecute such action in
Tenant's name or that are otherwise reasonably requested by Landlord. Landlord
shall indemnify, defend and hold harmless Tenant from and against all claims,
liabilities, losses, damages and expenses (including, without limitation,
reasonable attorneys' fees) which Tenant may suffer or incur solely by reason of
the prosecution or defense of such proceedings by Landlord. Landlord shall pay
to Tenant any amounts owing to Tenant pursuant to the preceding sentence within
thirty (30) days of written demand accompanied by reasonable evidence supporting
the amount demanded by Tenant. With respect to any such legal proceedings,
Landlord shall be solely responsible for the conduct of same and shall be
entitled to make all decisions with respect hereto, and Tenant shall not
participate in, settle, compromise or terminate such proceedings, except as
shall be requested by Landlord. Unless required by law or court order
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which has not been stayed, Tenant shall not take any action which would
prejudice the interests of Landlord in any legal proceedings or negotiations
with the 1525 Landlord.
(g) Tenant shall cooperate fully with Landlord in its attempt
to (i) identify and conclude an assignment of the 1525 Lease or subleases or
other agreements or arrangements with proposed subtenants of the 1525 Premises
or any part thereof, and (ii) obtain all necessary consents and approvals with
respect thereto, including, but not limited to, the consent of the 1525
Landlord. In no event shall Tenant be required to exercise any option to extend
the term of the 1525 Lease or any other option granted to Tenant under the 1525
Lease which would expand the liability of the Tenant under the 1525 Lease unless
the 1525 Landlord agrees to release Tenant from any obligation and liabilities
under the 1525 Lease first accruing after January 31, 1999. Tenant's obligation
to cooperate shall not require Tenant to incur any expenses, obligations or
liabilities. Tenant shall not enter into, suffer or consent to any assignment,
sublease, termination or other agreement, arrangement or action affecting the
1525 Premises or the 1525 Lease without the prior written approval of Landlord.
(h) In the event Landlord shall f ail to pay to Tenant any
amounts owing to Tenant under this Section 10, Tenant shall have the right to
offset such amount against the next installment(s) of Annual Base Rent owing
under the Lease; provided, however, that if Landlord disputes any amount that
Tenant claims is owing, Tenant shall not have any right of offset until a
non-appealable determination in favor of Tenant has been rendered in an
arbitration proceeding conducted pursuant to the then prevailing rules and
procedures of the American Arbitration Association in Arlington County,
Virginia. In the event a non-appealable determination in Tenant's
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favor shall be rendered in such arbitration, Landlord shall reimburse any
amounts determined to be owed to Tenant together with interest thereon at the
Interest Rate from the date due until paid.
(i) Time shall be of the essence with respect to all dates and
time periods set forth in this Paragraph 10.
11. Security Deposit. Pursuant to the Original Lease, Tenant
deposited with Landlord a Security Deposit in the amount of $39,207. Provided
that an Event of Default shall not have occurred and be continuing, then
beginning on the first anniversary of the New Premises Commencement Date and
thereafter on the second, third, fourth and fifth anniversaries of the New
Premises Commencement Date, Tenant shall receive a credit against the monthly
installment of Annual Base Rent next owing under the Lease (as amended hereby)
equal to twenty (20%) percent of the Security Deposit (i.e., the sum $7,841.40).
12. Real Estate Broker. Each party hereto represents that it has
dealt with Julian J. Studley, Inc. and L.P.C. Commercial Services, Inc.
(collectively, the "Brokers") in connection with this Second Amendment. Landlord
shall compensate the Brokers pursuant to separate written agreements with the
Brokers. Except for the Brokers, neither party has dealt with any broker,
salesperson, finder or similar party in connection with the transactions covered
by this Second Amendment. Each party (an "Indemnitor") hereby agrees to
indemnify and hold the other party and its partners, if any, employees, agents
and officers, if any, harmless from and against all claims of any broker,
salesperson, finder or any similar party (other than the Brokers) resulting f
rom the representations of the Indemnitor in this Paragraph 12 failing to be
accurate.
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13. Governing Law. This Second Amendment shall be construed under
and in accordance with the laws of the State of Virginia.
14. Binding Effect. This Second Amendment shall be binding and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.
15. Amendments: Entire Agreement. This Second Amendment may not be
amended or modified except by all of the parties hereto. The Lease, as modified
by this Second Amendment, supersedes any prior understandings, whether oral or
written, by the parties with respect to the subject matter thereof. There are no
agreements, understandings, restrictions, representations, or warranties between
the parties other than those set forth or provided in the Lease, as modified by
this Second Amendment. Except as specifically set forth herein, all other terms,
covenants, agreements, conditions, and provisions of the Lease shall continue
and remain in full force and effect, and the Lease is hereby ratified, restated
and confirmed in all respects.
16. Defined Terms. Unless otherwise defined herein, all terms herein
shall have the same meanings set forth in the Lease, and all provisions in the
Lease applicable to those terms shall apply to those terms as they are used
herein.
17. Effect of this Amendment. In the event of any conflict between
this Second Amendment and the Lease, the terms and provisions of this Second
Amendment shall control and be paramount, and the Lease shall be construed
accordingly.
IN WITNESS WHEREOF, this Second Amendment was executed by
Landlord and Tenant on the day and year first written above.
Landlord:
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BRESTA FUTURA V B.V.
By: Jacques + Kurdziel, Ltd.,
as Agent
By: /s/ Donald M. Kurdziel
-----------------------------
Donald M. Kurdziel,
President
Tenant:
RCG/HAGLER, BAILLY, INC.
By: /s/ Daniel M. Rouse
----------------------------
Name: Daniel M. Rouse
Title:VP and Controller
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EXHIBIT A
Floor Plan of New Premises
[EDGAR Note: Please see Appendix for description of omitted graphics]
Tenth Floor
1530 Wilson Boulevard
EXHIBIT B
Floor Plan of Offer Space on Tenth Floor
[EDGAR Note: Please see Appendix for description of omitted graphics]
Tenth Floor
1530 Wilson Boulevard
EDGAR APPENDIX
Exhibit A: Floorplan diagram
Exhibit B: Floorplan diagram
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