FIRST AMENDMENT TO OFFICE LEASE
THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment") is
made as of this ____ day of February, 1993, by and between WILSON BOULEVARD
VENTURE, a Virginia general partnership ("Landlord"), and RCG/HAGLER, BAILLY,
INC., a District of Colum bia corporation ("Tenant").
R E C I T A L S:
A. Landlord and Tenant are parties to a certain office lease (the "Lease")
dated as of October 25, 1991, for the Leased Premises more particularly
described therein.
B. Landlord and Tenant have agreed to add to the Leased Premises certain
space consisting of approximately 2,696 square feet of rentable area located on
the first floor, as indicated on Exhibit A-I attached hereto and made a part
hereof, all on the terms and conditions set forth in this First Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the following
mutual covenants and agreements and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree as follows:
AMENDMENT SCHEDULE
1. First Amendment Space: Approximately 2,696 rentable square
feet (determined in accordance with the Washington, D.C.
Association of Realtors Standard Method of Measurement), more
or less, located on the first (lst) floor of the Building.
Subject to any terms and provisions of the Lease and this
First Amendment to the contrary, the First Amendment Space
shall include the right to use, in common with Landlord and
other tenants of the Building, and their respective invitees,
customers and employees, the halls, toilet and sanitary
facilities on the first (1st) floor, first (1st) floor and
lower level of the Building, as well as the sidewalks and
delivery areas on the Property. [See Paragraph 1](1)
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(1) For convenience, this Amendment Schedule sets forth in [brackets]
cross references showing where the terms defined in the Schedule are
first used in the Terms and Conditions or Exhibits of the Lease or
this First Amendment. These cross references are not intended to
modify or affect in any way the pro visions of the Lease or this
First Amendment.
2. First Amendment Space Term: The period from the First
Amendment Commencement Date until January 11, 2002. [See
Paragraph 2A]
3. Projected First Amendment Commencement Date: May 10, 1993 [See
Paragraph 2D]
4. First Amendment Space Annual Base Rent: For Lease Years one
(1) through four (4), $26.50 per rentable square foot in the
First Amendment Space and for each Lease Year thereafter,
$28.00 per rentable square foot in the First Amendment Space,
increased and abated pursuant to the terms, of the Lease and
First Amendment. [See Paragraph 3A]
5. Monthly Installment of First Amendment Space Annual Base Rent:
The quotient that results from dividing First Amendment Space
Annual Base Rent by twelve (12). [See Paragraph 3A]
6. Tenant's First Amendment Space Share: The quotient that
results from dividing the number of rentable square feet in
the First Amendment Space by 167,511. [See Paragraph 4]
7. First Amendment Space Operating Expense Stop: The product that
results from multiplying the total amount of Operating
Expenses (as defined in Paragraph 4 of the Lease) of the
Property during the 1993 calendar year, as adjusted to provide
for, among other things, a ninety-five percent (95%) occupied
and fully assessed and completed Building and Property
pursuant to Paragraph 4 of the Lease, by the Tenant's First
Amendment Space Share. [See Paragraph 4]
8. Additional Security Deposit: $5,953.67
9. Broker: Julien J. Studley, Inc. [See Paragraph 6]
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10. First Amendment Plan Date: February 26, 1993 [See Exhibit B-I,
Paragraph 1A]
11. Tenant's First Amendment Parking Permits: A total of up to 4
parking permits for unreserved parking spaces. [See Paragraph
8]
12. Tenant's Architect: Smith, Blackburn, Stauffer [See Exhibit
B-I, Paragraph 1A]
13. Exhibits to this Lease: The following are all of the Exhibits
attached to this First Amendment, each of which is
incorporated herein by reference for all purposes:
Exhibit A-I Outline of First Amendment Space
Exhibit B-I First Amendment Work Letter
Exhibit C-I Outline of Additional Expansion Space
Exhibit D-I Consent of Guarantors and Ratification of
Guaranty of Monetary Obligations
This First Amendment is subject to the Terms and Conditions of the
Lease, as amended, supplemented and modified by the Terms and Conditions of this
First Amendment and to the provisions of any Exhibits attached hereto or to the
Lease, which Terms and Conditions and Exhibits are hereby made a part of this
First Amendment.
Any capitalized terms used herein and not otherwise defined shall
have the meanings given in the Lease.
LANDLORD: TENANT:
WILSON BOULEVARD VENTURE, a RCG/HAGLER, BAILLY, INC., a District
Virginia general partnership of Columbia corporation
By: Bresta Futura VI B.V.,
its managing general By:/s/ Henri-Claude A. Bailly
partner ---------------------------------
Henri-Claude Bailly
Chairman of the Board and Chief
By: Jacques & Kurdziel, Ltd. Executive Officer
as Agent
By: /s/ Donald M. Kurdziel
----------------------
Donald M. Kurdziel
President
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TERMS AND CONDITIONS
1. Paragraph 1 of the Terms and Conditions of the Lease is amended
by inserting the following at the end of said paragraph:
"Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, the First Amendment Space described in the Amendment
Schedule appearing in pages 1 through 3 of the First Amendment dated
February __, 1993 and designated on the Outline of First Amendment
Space attached hereto as Exhibit A-I, subject to the covenants,
terms, and provisions of the Lease and the First Amendment."
2. Paragraph 2 of the Terms and Conditions of the Lease is amended
by inserting the following at the end of said paragraph:
"E. The Term described in the Amendment Schedule shall
commence on the First Amendment Commencement Date, as determined
pursuant to Paragraph 2F hereof, and shall continue until the date
set forth in the Amendment Schedule, unless the Term is renewed or
terminated earlier in accordance with the provisions of the Lease or
the First Amendment.
"F. The "First Amendment Commencement Date" shall be the date
that is earlier of the date on which the First Amendment Tenant Work
(as hereinafter defined) is Substantially Completed or the date that
Tenant commences beneficial use of the First Amendment Space. Tenant
shall be deemed to have commenced beneficial use of the First
Amendment Space on the date Tenant takes possession, uses or
occupies any of the First Amendment Space.
"G. On or promptly after the First Amendment Commencement
Date, Landlord and Tenant agree to execute a written declaration
setting forth the First Amendment Commencement Date and the
following agreements: (i) except for any uncompleted Punch List
Items related to the First Amendment Space, Landlord has fully
completed the First Amendment Tenant Work under the terms of the
First Amendment; and (ii) the First Amendment Space is tenantable,
Landlord has no further obligation for construction (except with
respect to any uncompleted Punch List Items related to the First
Amendment Space), and (iii) Tenant acknowledges that the Building,
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the First Amendment Space and the First Amendment Tenant Work are
satisfactory in all respects, except for Latent Defects and any
uncompleted Punch List Items related to the First Amendment Space,
and are suitable for Tenant's type of business, as set forth in the
Schedule to the Lease.
"H. It is presently anticipated that the First Amendment
Tenant Work will be, and Landlord shall use reasonably diligent
efforts to cause the First Amendment Tenant Work to be,
Substantially Completed, except for any uncompleted Punch List Items
related to the First Amendment Space, on or before the Projected
First Amendment Commencement Date; provided, however, the failure of
the First Amendment Tenant Work to be Sub stantially Completed,
except for any Latent Defects and any such uncompleted Punch List
Items related to the First Amendment Space, on or before the
Projected First Amendment Commencement Date, shall not be a breach
or default by Landlord under this First Amendment or the Lease and
Landlord shall not have any liability whatsoever to Tenant on
account thereof and this First Amendment shall not be rendered void
or voidable as a result thereof; provided, further, however, if the
First Amendment Tenant Work is not Substantially Completed, except
for any Latent Defects and uncompleted Punch List Items related to
the First Amendment Space, on or before July 15, 1993, Tenant shall
have, as Tenant's sole and exclusive remedy therefore, the option to
terminate this First Amendment by giving Landlord written notice of
such termination: (a) on or before July 26, 1993, in the event the
First Amendment Tenant Work is not Substantially Completed, except
for any Latent Defects and uncompleted Punch List Items related to
the First Amendment Space, on or before July 15, 1993, and such
failure is due to no cause, event or matter beyond Landlord's
control; or (b) on October 25, 1993, in the event the First
Amendment Tenant Work is not Substantially Completed, except for any
Latent Defects and uncompleted Punch List Items related to the First
Amendment Space, on or before October 15, 1993, for any reason
whatsoever."
3. Paragraph 3 of the Terms and Conditions of the Lease is amended
by inserting the following at the end of said paragraph:
"F. The First Amendment Space Annual Base Rent set
forth in the Amendment Schedule is payable monthly in the amount
of the Monthly Installment of First Amendment Space Annual Base
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Rent set forth in the Amendment Schedule, in advance, on or before
the first day of each and every month during the First Amendment
Term, without demand or notice, except as expressly required under
the Lease, and, except as expressly provided for under the Lease,
without any abatement, set-off, offset or deduction whatsoever;
except that (i) Tenant shall pay an amount equal to one full Monthly
Installment of First Amendment Space Annual Base Rent at the time of
execution of the First Amendment, which amount shall be credited to
the first Rent payable under the First Amendment for the First
Amendment Space; and (ii) if the First Amendment Term commences
other than on the first day of a month or ends other than on the
last day of a month, the Monthly Installment of First Amendment
Space Annual Base Rent for such month shall be prorated based on the
number of days in such month. First Amendment Space Annual Base Rent
shall be increased by two percent (2%) on each anniversary of the
Commencement Date under the Lease.
"G. First Amendment Space Annual Base Rent payable during the
first (lst) through the sixtieth (60th) full calendar months of the
First Amendment Term shall be abated to the extent of $1,389.19 per
each such calendar month. Alternatively, Tenant may elect to use up
to $41,675.00 of rental abatement towards the cost of the First
Amendment Tenant Work (as defined in Exhibit B-I) in which event
First Amendment Space Annual Base Rent payable during the first
(1st) through sixtieth (60th) months of the Term shall be abated to
the extent of $694.60 per each such calendar month. Tenant shall
make its election of how the abatement shall be applied by written
notice to Landlord given not later than forty-five (45) days after
the First Amendment Commencement Date. If such written notice is not
received by Landlord on or before such date, Tenant shall be deemed
to have elected to abate First Amendment Space Annual Base Rent
pursuant to the first sentence of this Paragraph 3F, and Landlord
shall abate First Amendment Space Annual Base Rent and Tenant shall
remain fully responsible in accordance with Exhibit B-I for all
First Amendment Above-Allowance Costs (as defined in Exhibit B-I)."
4. Paragraph 4 of the Terms and Conditions of the Lease is amended
by inserting the following at the end of said paragraph:
"In addition to paying the First Amendment Space Annual Base
Rent as specified in Paragraph 3F hereof, Tenant shall pay as
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Additional Rent with respect to the First Amendment Space an amount
(the "First Amendment Expense Adjustment Amount") equal to Tenant's
First Amendment Space Share of the amount by which the Operating
Expenses (defined in Paragraph 4A of the Lease and subject to
adjustment pursuant to Paragraph 4C of the Lease) incurred with
respect to each Lease Year after the first Lease Year exceed the
First Amendment Space Operating Expense Stop set forth in the
Amendment Schedule."
5. Paragraph 6 of the Terms and Conditions of the Lease is amended
by inserting the following at the end of said paragraph:
"The improvement of the First Amendment Space by Landlord
shall be accomplished in accordance with Exhibit B-I attached to the
First Amendment. In no event shall Tenant be entitled to any credit
against, or abatement of, Rent due to the existence of any Punch
List Items related to the First Amendment Space. No promise of
Landlord to alter, remodel or improve the First Amendment Space, the
Leased Premises or the Property and no representation by Landlord or
its agents respecting the condition of the First Amendment Space,
the Leased Premises or the Property has been made to Tenant or
relied upon by Tenant other than as may be contained in Exhibit B-I
attached to the First Amendment. By taking possession of the First
Amendment Space, the Tenant accepts the First Amendment Space and
the Building in their "As Is" condition, and the taking of the
possession of the First Amendment Space by Tenant shall be
conclusive evidence that the First Amendment Space and the Building
are in good and satisfactory condition, except for Latent Defects
and uncompleted Punch List Items related to the First Amendment
Space. Landlord shall complete such Punch List Items related to the
First Amendment Space within forty-five (45) days following
Landlord's approval, which approval shall not be unreasonably
withheld, delayed or conditioned, of a list of such Punch List Items
submitted to Landlord by Tenant after the First Amendment
Commencement Date. Such forty-five (45) day period shall be extended
to the extent Landlord's completion of such Punch List Items is
delayed by any act of God, strike, lock out, labor difficulty,
explosion, sabotage, accident, riot, civil commotion, act of war,
result of any warfare or warlike condition in this or any foreign
country, fire or other casualty, legal requirement, energy shortage
or cause beyond the reasonable control of Landlord and Landlord has
nevertheless used reasonably diligent efforts to complete any such
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uncompleted Punch List Items. Landlord shall have access to the
First Amendment Space at all reasonable times in order to complete
such Punch List Items. Tenant acknowledges that Landlord's
completion of such Punch List Items may cause interference with the
conduct of Tenant's business in the First Amendment Space and Tenant
waives any and all rights and remedies it has with respect to such
interference; however, Landlord agrees to use reasonable efforts to
minimize such interference."
6. Paragraph 27 of the Terms and Conditions of the Lease is amended
by inserting the following at the end of said paragraph:
"E. Tenant hereby deposits with Landlord the sum designated in
the Amendment Schedule as the "Additional Security Deposit." The
Additional Security Deposit shall be added to the Security Deposit
delivered by Tenant in connection with the Lease to be held or
applied by Landlord in accordance with this Paragraph 27 as security
for the prompt, full and faithful performance by Tenant of each and
every provision of the Lease and First Amendment and of all
obligations of Tenant arising thereunder. The Additional Security
Deposit and Security Deposit together are the "Collateral" for
purposes of this Paragraph 27."
7. Paragraph 28 of the Terms and Conditions of the Lease is amended
by inserting the following at the end of said paragraph:
"Each party hereto represents that it has dealt with (and only
with) the Broker named in the Amendment Schedule as "Broker" in
connection with the First Amendment (which Broker shall be
compensated only in accordance with a written agreement between such
broker and Landlord), and that insofar as it knows, no other broker
negotiated the First Amendment or is entitled to any commission in
connection herewith. Each party (an "Indemnifying Party") hereto
agrees to indemnify, defend 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 or finder (other than
Broker) made by, through or under such Indemnifying Party."
8. Paragraph 32 of the Terms and Conditions of the Lease is amended
by inserting the following at the end of said paragraph:
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"Landlord agrees to instruct the parking garage operator to
provide, and Tenant may lease (either from Landlord or from such
operator) the Tenant's First Amendment Parking Permits in the
Parking Garage of the Building as set forth in the Amendment
Schedule for use by Tenant's employees on the terms set forth in
this Paragraph 32."
9. Paragraph 33 of the Terms and Conditions of the Lease is amended
by inserting the following at the end of said paragraph:
"Tenant represents to Landlord that it is a corporation duly
organized, validly existing and in good standing under the laws of
the District of Columbia, the Tenant is authorized to do business in
the Commonwealth of Virginia, Tenant is authorized to enter into the
First Amendment and perform its obligations thereunder, all action
has been properly taken by the Board of Directors of Tenant to
authorize the execution and performance of the First Amendment and
the First Amendment is a valid agreement and binding and enforceable
against Tenant in accordance with its terms."
10. Paragraph 34 of the Terms and Conditions of the Lease is amended
by inserting the following at the end of said paragraph:
"Landlord represents to Tenant that it is a general
partnership organized and validly existing under the laws of the
Commonwealth of Virginia, Landlord is authorized to enter into the
First Amendment and perform its obligations hereunder, all action
has been properly taken by the partners of Landlord to authorize the
execution and performance of the First Amendment and the First
Amendment is a valid First Amendment and binding and enforceable
against Landlord in accordance with its terms."
11. Paragraph 3 of Exhibit C of the Lease is deleted in its entirety
and Tenant has no further rights related thereto. The following is inserted as
Paragraph 3 of Exhibit C in lieu thereof:
"A. For purposes of the Lease and this First Amendment, the
term "Expansion Space" shall mean approximately 1,091 rentable
square feet of office space contiguous to the Expansion Space,
(currently occupied by Morris/McNair) on the first (lst) floor, as
shown on Exhibit C-I to the First Amendment.
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"B. Provided (i) Tenant has obtained and delivered to
Landlord prior to the giving of Tenant's Expansion Notice
(hereinafter defined) by Tenant, in form and substance reasonably
satisfactory to Landlord, the prior written consent of all Guaranty
Obligors to Tenant's exercise of its rights, and Tenant's
undertaking of obligations to Landlord, pursuant to this Paragraph 3
of Exhibit C, such consent to also contain a ratification of the
Guaranty by the Guaranty Obligors and a confirmation by the Guaranty
Obligors of the continuation of their liability under the Guaranty
after Tenant has exercised such rights and undertaken such
obligations, (ii) Tenant is the Tenant, or a subsidiary, parent or
Affiliate of the Tenant, originally named herein, (iii) Tenant
actually occupies all of the Leased Premises as demised under the
Lease and all of the First Amendment Space demised under the First
Amendment, and (iv) Tenant is not in default under the terms and
conditions of the Lease as amended by the First Amendment either as
of the date of the giving of "Tenant's Expansion Notice" or the
"Expansion Space Inclusion Date" (as such terms are hereinafter
defined), Tenant shall have the right to include all of the
Expansion Space within the Leased Premises upon the same terms and
conditions as the Lease, subject to the terms and provisions of this
Paragraph 3 of Exhibit C.
"C. On or after the date that is thirty-six (36) full calendar
months following the month in which the Commencement Date of the
Lease occurred, but in no event after the last day of the sixtieth
(60) full calendar month following the month in which the
Commencement Date of the Lease occurred, Landlord shall give Tenant
written notice of the availability of the Expansion Space. Within
ten (10) business days following Tenant's receipt of such notice
from Landlord, Tenant may exercise its right under this Paragraph 3
of Exhibit C hereof only by delivering to Landlord an unconditional
written offer to lease the Expansion Space on the terms provided
herein (hereinafter called "Tenant's Offer Notice"). The Expansion
Space in such Tenant's Offer Notice shall be added to and included
in the Leased Premises, and the payment of rent in connec tion
therewith shall commence on the date (herein called the "Expansion
Space Inclusion Date") that such space shall become available for
Tenant's possession. Time shall be of the essence with respect to
the delivery of Tenant's Offer Notice.
"D. If Tenant timely delivers the Tenant's Offer Notice to
Landlord pursuant to Paragraph 3C above, Tenant shall be irrevocably
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bound to lease the Expansion Space on the terms hereof. If Tenant
does not timely deliver the Tenant's Offer Notice to Landlord
pursuant to Paragraph 3C above, Landlord shall be under no further
obligation under this Paragraph 3 of Exhibit C.
"E. Tenant agrees to accept the Expansion Space in its
condition and the state of repair existing as of the Expansion Space
Inclusion Date except that Landlord shall provide, at Landlord's
cost and expense, two (2) coats of Building Standard wall and trim
paint and new Building Standard carpet throughout the Expansion
Space. Tenant understands and agrees that except as provided by the
preceding sentence, Landlord shall not be required to perform any
work, supply any materials or incur any expense to prepare such
space for Tenant's occupancy. Tenant shall be entitled to no
reserved and only 1 unreserved parking space in the parking garage
for the Building for every 700 rentable square feet in the Expansion
Space leased by Tenant."
"F. Tenant's right to lease the Expansion Space shall be
subject and subordinate in all respects to the existing right of
Xerox Corporation ("Xerox") to lease the Expansion Space pursuant to
the right of first offering contained in the lease between Landlord
and Xerox dated December 1, 1991. In the event Xerox elects to lease
the Expansion Space pursuant to its right of first offering,
Landlord shall offer Tenant alternative expansion space (the "Allied
Expansion Space") consisting of approximately 1,000 square feet of
space located on the tenth (10th) floor of the Building and
currently occupied by Advanced Computer Concepts. Tenant's right to
lease the Allied Expansion Space shall be contingent upon the
occupancy by Allied Signal, Inc. ("Allied") of a portion of the
tenth (10th) floor and shall be subject and subordinate in all
respects to Allied's existing right to lease the Allied Expansion
Space pursuant to the expansion option and continuing right of first
offering in favor of Allied for all tenth floor space as contained
in the lease between Landlord and Allied dated January 21, 1991. In
the event Allied elects to lease the Allied Expansion Space pursuant
to its expansion option or right of first offering or in the event
Allied or its successor in interest shall not then occupy a portion
of the tenth (10th) floor, Landlord shall use its good faith efforts
to locate and offer to Tenant at least 1,000 square feet of space in
a location in the Building to be determined by Landlord in its sole
discretion ("Alternative Expansion Space"). Landlord shall have no
obligation to offer as Alternative Expansion
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Space any space in the Building that is then occupied by any tenant
or is subject to expansion options, rights of first offering, rights
of first refusal, extension options or similar rights in favor of
other tenants in the Building existing as of the date of the First
Amendment. The terms and conditions of Paragraphs 3B, C, D and E
above shall apply to the lease of the Allied Expansion Space or any
Alternative Expansion Space by Tenant, if any such space is offered
to Tenant and available for lease pursuant to this Paragraph 3F."
12. The following provision is hereby inserted at the end of
Paragraph 20 of Exhibit C to the Lease:
"Prior to the First Amendment Commencement Date, Tenant shall,
by written notice delivered to Landlord, irrevocably designate and
identify by detailed descriptions, including, without limitation,
serial numbers, all Systems Furniture ordered or purchased by Tenant
prior to the First Amendment Commencement Date for its use in the
Leased Premises or the First Amendment Space. All Systems Furniture
for which Tenant has or will seek reimbursement from the First
Amendment Allowance provided by Landlord shall be clearly designated
and separated from any other Systems Furniture in such notice and
shall be deemed Above- Standard Allowance Systems Furniture.
Anything in the Lease to the contrary notwithstanding, the
Above-Standard Allowance Systems Furniture shall remain upon the
Leased Premises or First Amendment Space throughout the term and
shall become Landlord's property upon the expiration or earlier
termination of the Lease, unless Landlord shall elect that Tenant
remove such Above-Standard Allowance Systems Furniture in which case
Tenant shall remove the same upon expiration or earlier termination
of the Lease. If Landlord shall have elected to require the removal
of such Above-Standard Allowance Systems Furniture and Tenant shall
fail to remove the same, all cost and expense incurred by Landlord
in removing, storing or disposing of such Above-Standard Allowance
Systems Furniture shall be paid by Tenant upon demand."
13. MISCELLANEOUS
A. Delivery for Examination. Submission of an unsigned copy of this
First Amendment to Tenant for examination shall not bind Landlord in any manner,
and no lease or obligations of Landlord shall arise until this instrument is
signed by both Landlord and Tenant and delivery is made to each.
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B. Counterparts. This First Amendment may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same document.
C. First Amendment and Lease Contain All Terms. All of the
representations and obligations of Landlord are contained herein and in the
Lease, including the schedules and the Exhibits attached hereto and thereto, and
no modification or further amendment f the Lease or of any of its conditions or
provisions shall be binding upon either party hereto unless in writing signed by
such party or be a duly authorized agent of such party.
D. Incorporation by Reference. The Terms and Conditions of this
First Amendment amend, supplement and modify the Terms and Conditions of the
Lease with respect to Tenant's demise of the First Amendment Space and with
respect to Tenant's expansion rights. All of the Terms and Conditions of the
Lease not specifically amended, supplemented or modified by this First Amendment
shall apply fully to the First Amendment Space and the same are incorporated
herein by this reference. From and after the date hereof, all references to the
Lease herein and in the Lease shall mean the Lease as amended, supplemented and
modified by this First Amendment. Except for the Schedule, First Amendment
Schedule and Paragraphs 1, 2, and 6 of the Lease, Exhibit B to the Lease, and
Paragraphs 3, 4 and 20 of Exhibit C to the Lease, from and after the date
hereof, all references in the Lease to the Leased Premises shall mean the Leased
Premises and the First Amendment Space together. The Lease, as amended,
supplemented and modified by this First Amendment, is in all respects ratified
by Landlord and Tenant.
LANDLORD: TENANT:
WILSON BOULEVARD VENTURE, a RCG/HAGLER, BAILLY, INC., a District
Virginia general partnership of Columbia corporation
By: Bresta Futura VI B.V.,
its managing general By:/s/ Henri-Claude Bailly
partner -----------------------
Henri-Claude Bailly
Chairman of the Board and Chief
Executive Officer
By: Jacques + Kurdziel, Ltd.
as Agent
By: /s/ Donald M. Kurdziel
---------------------
Donald M. Kurdziel
President
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EXHIBIT A-I
OUTLINE OF FIRST AMENDMENT SPACE
[EDGAR Note: Please see Appendix for description of omitted graphics]
AI-1
EXHIBIT B-I
FIRST AMENDMENT WORK LETTER
This First Amendment Work Letter governs the design and construction
of the tenant improvements agreed between Landlord and Tenant to be installed in
the First Amendment Space (the "First Amendment Tenant Work ").
1. DESIGN.
A. The plans, specifications and drawings for the First
Amendment Tenant Work (the "First Amendment Final Plans"), prepared by Tenant's
Architect and approved in writing by Tenant and Landlord, sufficient for
governmental approval and construction thereof shall be delivered by Tenant to
Landlord by the First Amendment Plan Date (as defined in the First Amendment
Schedule). The First Amendment Final Plans shall include a construction plan,
reflected ceiling plan, telephone and electrical outlet layout, finish plan,
heating, ventilation and cooling plan and all other architectural, engineering
and other details and information necessary to obtain all required governmental
approvals for, and to thereafter construct, the First Amendment Tenant Work and
shall incorporate the Building Standard ceiling, doors, door frames and door
hardware set forth in Addendum II to Exhibit B of the Lease. Any changes to the
First Amendment Final Plans initially approved in writing by Tenant and Landlord
shall be subject to Landlord's prior written approval, such approval not to be
unreasonably withheld, conditioned or delayed.
B. Tenant may request changes to the First Amendment Final
Plans. All such requests shall be submitted to Landlord in writing. Within three
(3) business days following Landlord's receipt of each such request, Landlord
shall submit to Tenant a proposed change order which shall include an estimate
of the cost, and any anticipated delays, that will be incurred as a result of
the change. Within three (3) business days following Tenant's receipt of any
such proposed change order, Tenant shall deliver to Landlord a written approval
or disapproval of the proposed change order, cost estimate and anticipated
delays.
C. Tenant acknowledges that it is vital that it meet all of
the foregoing deadlines in order to allow Landlord sufficient time to review
plans and drawings and estimate costs, and discuss with Tenant any modifications
Landlord believes to be necessary or desirable, and to cause the First Amendment
Tenant Work to be Substantially Completed by the Projected First Amendment
Commencement Date. Landlord likewise acknowledges that it is vital that Landlord
comply with all of the requirements set forth below.
BI-1
2. COSTS.
A. Landlord and its contractors and subcontractors shall
perform the First Amendment Tenant Work. Landlord shall obtain bids with such
bids specifying unit prices for all materials, from at least three (3)
contractors selected by Landlord and approved by Tenant, in writing, such
approval not to be unreasonably withheld, conditioned or delayed. Landlord shall
enter into a construction contract for the performance of the First Amendment
Tenant Work with the bidding contractor that, in Landlord's reasonable judgment,
has submitted the most competitive bid, considering pricing, schedule and
quality of previous work. If the contract entered into by Landlord contains a
First Amendment Above-Allowance Cost (as defined below), prior to Landlord's
execution of such contract, Landlord shall submit to Tenant a written estimate
of such First Amendment Above-Allowance Cost. Within seven (7) days following
Tenant's receipt of such submission, Tenant shall pay such First Amendment
Above-Allowance Cost to Landlord and thereafter Landlord shall execute such
contract and cause the First Amendment Tenant work to be constructed as provided
below.
B. All cost of the design and the construction of the First
Amendment Tenant Work in accordance with the First Amendment Final Plans
approved by Landlord and Tenant, as they may be changed from time to time in
accordance herewith shall be paid by Tenant, provided, however, that Landlord
agrees to reimburse Tenant for up to One Hundred Nine Thousand One Hundred
Eighty-Eight Dollars ($109,188.00) (the "First Amendment Allowance") of such
cost. Any balance of the First Amendment Allowance not used for construction of
the First Amendment Tenant Work may be used by Tenant only to pay for the cost
of Tenant's Architect's design and engineering fees and expenses, ordinary and
reasonable moving related expenses, equipment installation (but not equipment
purchase), wiring, cabling, the purchase of Above-Standard Allowance Systems
Furniture (as defined in Exhibit C to the Lease) (which Above-Standard Allowance
Systems Furniture shall be purchased or ordered by Tenant prior to the First
Amendment Commencement Date and used by Tenant, and remain in the First
Amendment Space, during the Term) and abatement of First Amendment Space Annual
Base Rent. Any portion of the First Amendment Allowance applied to abatement of
First Amendment Space Annual Base Rent shall be applied in pro rata monthly
installments during the sixty-first (61st) through the seventy-second (72nd)
full calendar months of the First Amendment Term. Reimbursements from the First
Amendment Allowance shall be made in monthly disbursements made within a
reasonable period of time after the contractor has submitted a disbursement
request with such back-up information as Landlord shall reasonably request.
Tenant may apply no more than $16,176.00 of the First Amendment Allowance
towards abatement of First Amendment Space Annual Base Rent, Tenant's
Architect's design and engineering fees and expenses, ordinary and reasonable
moving related expenses and equipment installation expenses and may apply no
more than $15,000.00 of the First Amendment Allowance toward the purchase of
Above-Standard Allowance Systems Furniture.
C. The term "First Amendment Above-Allowance Cost" shall mean
all costs of the First Amendment Tenant Work in accordance with the First
Amendment Final Plans
BI-2
approved by Tenant, as they may be changed from time to time in accordance
herewith, in excess of the First Amendment Allowance. After the Punch List Items
related to the First Amendment Space are completed and Tenant has accepted such
completion, Landlord shall make a final determination of the total First
Amendment Above-Allowance Cost and deliver a reconciliation statement to Tenant
whereupon Tenant shall pay Landlord any deficiency due Landlord, or Landlord
shall repay to Tenant any overpayment within ten (10) business days of the
rendering of such statement. In lieu of repaying to Tenant such overpayment,
Landlord, at its option, may authorize Tenant in writing to deduct the amount of
such overpayment from the succeeding Monthly Installments of First Amendment
Space Annual Base Rent coming due under the Lease or the First Amendment.
D. Tenant shall pay all design and engineering fees and
expenses and other costs, including, without limitation, the fees and expenses,
of Tenant's Architect, resulting from any request by Tenant for a change to the
First Amendment Final Plans initially approved by Tenant and Landlord, as they
may have been changed from time to time pursuant hereto. If any change order
requested by Tenant results in any First Amendment Above-Allowance Cost, Tenant
shall pay such additional First Amendment Above-Allowance Cost to Landlord
within ten (10) days following Tenant's approval of such change order, cost
estimate and anticipated delays and Landlord shall have no obligation to
continue construction of the First Amendment Tenant Work until such deposit is
made by Tenant.
E. Landlord has delegated all of its obligations and duties
under this Exhibit B-I to LPC Commercial Services, Inc. ("LPC"). Such duties and
obligations shall be performed by LPC at Landlord's expense. Notwithstanding the
preceding sentence, however, there shall be a $2,000.00 debit by Landlord
against the First Amendment Allowance for such expense. Landlord agrees to be
bound by all actions taken by LPC with regard to the space plan, working
drawings and First Amendment Tenant Work, and hereby ratifies all actions and
decisions with regard to the space plan, working drawings and First Amendment
Tenant Work that LPC may have taken or made prior to the execution of this First
Amendment.
F. All amounts payable by Tenant pursuant to this Exhibit B-I
shall be deemed Rent for purpose of the Lease and shall be subject to the late
fees and other remedies of Landlord set forth in the Lease.
3. COMPLETION.
A. Landlord, at its sole expense, shall cause the construction
of the Base Construction (as defined in Exhibit B to the Lease) in the First
Amendment Space in a manner that is reasonably satisfactory to Tenant, prior to
the commencement of the First Amendment Tenant Work.
BI-3
B. The taking of possession of the First Amendment Space (or
any particular part thereof) by Tenant shall constitute an acknowledgment by
Tenant that the First Amendment Space (or such part) are in good condition and
that all work and materials provided by Landlord are satisfactory, except as to
any Latent Defects and uncompleted Punch List Items related to the First
Amendment Space.
BI-4
EXHIBIT C-I
OUTLINE OF ADDITIONAL EXPANSION SPACE
[EDGAR Note: Please see Appendix for description of omitted graphics]
EXHIBIT D-I
CONSENT OF GUARANTORS AND RATIFICATION OF
GUARANTY OF MONETARY OBLIGATIONS
This CONSENT OF GUARANTORS AND RATIFICATION OF GUARANTY OF MONETARY
OBLIGATIONS (this "Consent and Ratification") is given by RCG INTERNATIONAL,
INC., a Delaware corporation (hereinafter referred to as "Guarantor"), to WILSON
BOULEVARD VENTURE, a Virginia general partnership (hereinafter referred to as
"Landlord").
In order to induce Landlord to demise to RCG/Hagler, Bailly, Inc., a
District of Columbia corporation ("Tenant"), certain premises (the "Leased
Premises") described in and pursuant to a certain Office Lease (the 'Lease')
dated as of October 25, 1991, Guarantor executed and delivered to and for the
benefit of Landlord, its Guaranty of Monetary Obligations (the "Guaranty") dated
as of even date with the Lease, under which Guarantor absolutely, irrevocably
and unconditionally guaranteed to Landlord and its successors and assigns (the
"Owner") the full, prompt and complete payment by Tenant of the Rent (as defined
in the Lease) and all other sums (such Rent and other sums are hereafter
collectively referred to as the "Monetary Obligations") which are payable by
Tenant to Owner under or in connection with the Lease.
Landlord and Tenant have proposed a certain First Amendment to Lease
(the "First Amendment") demising to Tenant certain additional space (the "First
Amendment Space") on the terms and conditions and for the Rent and other
Monetary Obligations more particularly described therein. In order to induce
Landlord to execute such First Amendment, Guarantor has agreed to extend the
Guaranty to the Rent and other Monetary Obligations of Tenant under the First
Amendment.
Guarantor acknowledges receipt of a full, complete and correct copy
of the First Amendment. Guarantor hereby consents to the execution of the First
Amendment by Tenant and to the addition of the First Amendment Space to the
Leased Premises, on the terms and conditions and for the Rent and other Monetary
Obligations set forth in the First Amendment and the Lease and agrees that
Guarantor's absolute, unconditional and irrevocable Guaranty of all Monetary
Obligations of Tenant pursuant to the Guaranty shall extend to the Monetary
Obligations of Tenant as set forth in the First Amendment as if the First
Amendment Space were included in the Leased Premises as of the date of the
Guaranty. All references in the Guaranty to the Lease shall mean from and after
the date hereof, the Lease as amended by the First Amendment. The Guaranty, as
modified by this Consent and Ratification, is hereby ratified and confirmed in
all respects.
EXECUTED as of the 17 February, 1993.
RCG INTERNATIONAL, INC., a
Delaware corporation
By: /s/ Joseph P. Lucas
--------------------
Name: Joseph P. Lucas
---------------------
Title: SVP
---------------------
-2-
SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT
THIS AGREEMENT is made and entered into as of the ____ day of
February, 1993, by and among VIB, N.V., a Netherlands corporation (the
"Mortgagee"); RCG/HAGLER, BAILLY, INC., a District of Columbia corporation (the
"Lessee"); and WILSON BOULEVARD VENTURE, a Virginia general partnership (the
"Lessor").
W I T N E S S E T H:
WHEREAS, Mortgagee has made a loan (the "Loan") to Lessor for the
purpose of acquiring approximately one (1) acre of land in Arlington County,
Virginia described in Exhibit A attached hereto and incorporated herein by
reference (the "Land") and developing, constructing and financing the ownership
of an office building containing approximately 167,511 rentable square feet on
the Land; and
WHEREAS, the Loan is evidenced by a promissory note ("Note") in the
principal sum of THIRTY-THREE MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS
($33,100,000.00), which is secured by a first priority deed of trust (the
"Mortgage") constituting a lien and an encumbrance on the Land and improvements,
located or to be constructed thereon (hereafter collectively referred to as the
"Property"); and
WHEREAS, Lessee is the lessee of certain premises in the Property
(the "Original Leased Premises ") pursuant to the terms of that certain office
lease (the "Original Lease") dated as of October 25, 1991; and
WHEREAS, Lessor and Lessee have executed a certain first amendment
to office lease dated as of even date herewith (the "First Amendment") pursuant
to which Lessee leased certain additional space (the "First Amendment Space") in
the Property (the Original Lease as amended by the First Amendment is
hereinafter referred to as the "Lease" and the Original Leased Premises together
with the First Amendment Space and any other space added thereto pursuant to a
validly exercised option to expand are collectively hereinafter referred to as
the "Leased Premises"); and
WHEREAS, Lessee, Mortgagee and Lessor desire to confirm their
understandings with respect to the Lease and the Mortgage.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, the parties hereto agree and covenant
as follows:
1. Subordination. Subject to the terms of this Agreement, the Lease
and all rights of Lessee thereunder are hereby made, and shall at all times
continue to be, subject and subordinate in each and every respect to the
Mortgage and all other instruments of security for the
Loan which do now or may hereafter cover the Property or any interest of Lessor
therein, and to any and all advances made on the security thereof and to any and
all increases, renewals, modifications, extensions and/or consolidations thereof
(collectively called the "Prior Encumbrances"). This provision is acknowledged
by Lessee to be self-operative and no further instrument shall be required to
effect such subordination of the Lease. Lessee shall, however, within ten (10)
days of written demand at any time or times execute, acknowledge and deliver to
Mortgagee any and all instruments and certificates that in Mortgagee's
reasonable judgment may be necessary or proper to confirm or evidence such
subordination. However, notwithstanding the generality of the foregoing
provisions of this paragraph, Lessee agrees that, upon written notice to Lessee,
Mortgagee shall have the right at any time to subordinate any such Prior
Encumbrances to the Lease on such terms and subject to such conditions as such
Mortgagee may deem appropriate in its discretion. Upon Mortgagee giving Lessee
the written notice referred to in the preceding sentence, the subordination of
such Prior Encumbrances to the Lease shall be self-operative and no further
instrument shall be required to effectuate such subordination of such Prior
Encumbrances to the Lease. The Lessee shall, however, within ten (10) days of
written demand, at any time or times, execute, acknowledge and deliver to
Mortgagee any and all instruments and certificates that in Mortgagee's
reasonable judgment may be necessary or proper to confirm or further evidence
such subordination.
This Agreement shall not be deemed or construed as limiting or
restricting the enforcement by Mortgagee of any of the terms, covenants,
provisions or remedies of any of the Prior Encumbrances, including, without
limitation, the Mortgage, whether or not consistent with the Lease; provided,
however, that the subordination of the Lease in this Paragraph 1 shall not
affect in any manner any rights of Lessee under this Agreement.
2. Non-Disturbance. Notwithstanding anything herein to the contrary,
Mortgagee agrees (a) that it will not terminate the Lease nor in any way disturb
the quiet enjoyment of Lessee (to the extent such quiet enjoyment is provided
under the Lease) upon any foreclosure of any of the Prior Encumbrances,
including, without limitation, the Mortgage or upon acquiring title to the
Property by deed-in-lieu of foreclosure (or otherwise), if the Lease is in full
force and effect and Lessee is not then in default under the Lease, (b) that
Mortgagee will accept the attornment of Lessee thereafter so long as Lessee is
not in default under the Lease, (c) that Mortgagee, so long as Lessee is not in
default under the Lease, will abide by the terms of the Lease, including, but
not limited to, honoring any renewal and expansion rights set forth in the
Lease, and (d) that the protections afforded by this agreement will extend to
any additional space added to the Leased Premises pursuant to any validly
exercised option to expand.
3. Attornment. Subject to the provisions of Paragraph 2 herein, if
the interests of Lessor in and to the Leased Premises are owned by Mortgagee by
reason of any deed-in-lieu of foreclosure, foreclosure or other proceedings
brought by it or by any other manner, including (but not limited to) Mortgagee's
exercise of its rights under any security interest covering, or any assignment
of, leases and rents, and Mortgagee succeeds to the interest of Lessor under the
Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and
conditions of the Lease
-2-
for the balance of the term thereof remaining and any extension or renewal
thereof duly exercised by Lessee with the same force and effect as if Mortgagee
were the Lessor under the Lease, provided, however, Mortgagee abides by all of
the terms of the Lease, including Tenant's right to quiet enjoyment (to the
extent such quiet enjoyment is provided under the Lease) ; and Lessee does
hereby attorn to Mortgagee, as its lessor, said attornment to be effective and
self-operative, without the execution of any further instruments on the part of
any of the parties hereto, immediately upon Mortgagee's succeeding to the
interest of Lessor under the Lease; provided, however, that Lessee shall be
under no obligation to pay rent to Mortgagee until Lessee receives written
notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor
under the Lease or otherwise has the right to receive such rents. In the event
Lessor receives written notice from Mortgagee that Mortgagee has succeeded to
the interest of the Lessor under the Lease or otherwise has the right to receive
such rents, Lessor hereby consents to the payment of such rents to Mortgagee
thereafter and releases Lessee from any liability to Lessor for any such rents
so paid to Mortgagee, and Mortgagee agrees to indemnify, defend and hold Lessee
harmless from any claim, including, without limitation, all reasonable expenses
incurred by Tenant in connection therewith, asserted by Lessor for any such
rents so paid to Mortgagee. The respective rights and obligations of Lessee and
Mortgagee upon such attornment, to the extent of the then remaining balance of
the term of the Lease and any such extension or renewal, shall be and are the
same as now set forth therein, it being the intention of the parties hereto for
this purpose to incorporate the Lease in this Agreement by reference, with the
same force and effect as if set forth at length herein.
4. Mortgagee's Obligations. Notwithstanding anything in this
Agreement to the contrary, if Mortgagee shall succeed to the interest of Lessor
under the Lease, then Mortgagee shall be bound (subject to the last paragraph of
this Paragraph 4) to Lessee under all of the terms, covenants and conditions of
the Lease and; provided, however, that Mortgagee shall not be:
A. Liable for any act or omission of any prior lessor
(including Lessor); or
B. Subject to the defenses which Lessee might have against any
prior lessor (including Lessor) to the extent that Mortgagee does
not assert against Lessee a claim of any such prior lessor to which
any such defense applies; or
C. Bound by any rent or additional rent or advance rent which
Lessee might have paid for more than the then current month to any
prior lessor (including Lessor) , and all such rent shall remain due
and owing, notwithstanding such advance payment; or
D. Bound by any security or advance rental deposit made by
Lessee which is not delivered or paid over to Mortgagee and with
respect to which Lessee shall look solely to Lessor for refund or
reimbursement; or
-3-
E. Bound by any amendment or modification of the Lease made
without its consent and written approval.
Neither VIB, N.V., nor any other party who from time to time shall
be included in the definition of Mortgagee hereunder, shall have any liability
or responsibility under or pursuant to the terms of this Agreement after it
ceases to own an interest in or to the Property; provided such Mortgagee advises
any successor in interest in writing of the existence of the Lease prior to any
sale, assignment or other transfer of Mortgagee's ownership in the Property.
Nothing in this Agreement shall be construed to require Mortgagee to see to the
application of the proceeds of the Loan, and Lessee's agreements set forth
herein shall not be impaired on account of any modification of the documents
evidencing and securing the Loan. Lessee acknowledges that Mortgagee is
obligated only to Lessor to make the Loan only upon the terms and subject to the
conditions set forth in the Loan Agreement between Mortgagee and Lessor
pertaining to the Loan. Lessee further acknowledges and agrees that neither
Mortgagee nor any purchaser of the Property at foreclosure sale or any grantee
of the Property named in a deed-in-lieu of foreclosure, nor any heir, legal
representative, successor, or assignee of Mortgagee or any such purchaser or
grantee, has or shall have any personal liability for the obligations of Lessor
under the Lease; provided, however, that the Lessee may exercise any other right
or remedy provided thereby or by law in the event of any failure by Lessor to
perform any such material obligation.
5. New Lease. Within fifteen (15) days of the written request of
either Mortgagee or Lessee to the other given at the time of any foreclosure or
conveyance in lieu thereof, the parties agree to execute a lease of the Leased
Premises which shall be identical in all respects to the Lease, except as the
Lease may be amended in accordance with this Agreement, which lease shall cover
any unexpired term of the Lease existing prior to such foreclosure or conveyance
in lieu of foreclosure.
6. Notice. Lessee agrees to give written notice to Mortgagee of any
default by Lessor under the Lease at the time Lessee gives notice to Lessor
pursuant to the terms of the Lease. Lessee further agrees that it shall not
terminate the Lease or exercise any right or remedy under the Lease or provided
by law if any default by Lessor under the Lease is cured within thirty (30) days
after Lessee gives Mortgagee notice of such default; provided, however, that if
such default cannot by its nature be cured within thirty (30) days, then Lessee
shall not terminate the Lease or exercise any such right or remedy, provided the
curing of such default is commenced within such thirty (30) days and is
diligently prosecuted thereafter (including, but not limited to, commencement of
foreclosure proceedings if necessary to effect such cure). Such notices shall be
personally delivered or delivered by registered or certified mail, return
receipt requested, to Mortgagee at the following address (or at such address as
Mortgagee may designate by written notice to Lessee):
-4-
VIB, N.V.
c/o Spitzer & Feldman, P.C.
405 Park Avenue
6th Floor
New York, New York 10022
Attention: Edwin Weinberg, Esq.
7. Mortgagee. The term "Mortgagee" shall be deemed to include VIB,
N.V. and any of its successors and assigns, including anyone who shall have
succeeded to Lessor's interest in and to the Lease and the Property by, through
or under foreclosure or other proceedings brought pursuant to the Mortgage, or
deed-in-lieu of such foreclosure or proceedings, or otherwise.
8. Modification and Successors. This Agreement may not be modified
orally or in any manner other than by an agreement, in writing, signed by the
parties hereto and their respective successors in interest. This Agreement shall
inure to the benefit of and be binding upon the parties hereto, their successors
and assigns.
9. Other Documents. Lessee agrees to execute from time to time such
estoppel certificates, ratification agreements and subordination and attornment
agreements as may be reasonably required by Mortgagee and/or any other lender
within ten (10) days of written request.
10. Counterparts. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement, binding on all
parties hereto, notwithstanding that all parties are not signatories to the
original or the same counterpart.
11. Payments. Lessee agrees that except for rental payments to be
made to Lessor as provided in the Lease (subject, however, to Paragraph 3
hereof), any other payments made to Lessor in connection with the Leased
Premises, including (without limitation) any amounts payable or reimbursable to
Lessor for "First Amendment Tenant Work" or any other services not described in
the Lease, shall be made in the form of joint payee checks naming both Lessor
and Mortgagee as payees.
-5-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
MORTGAGEE:
VIB, N.V.,
a Netherlands corporation
/s/ Edwin Weinberg
By:----------------------------------------
Edwin Weinberg
Its Duly Authorized Agent and
Attorney-in-Fact
LESSEE:
RCG/HAGLER, BAILLY, INC., a
District of Columbia corporation
/s/ Henri-Claude Bailly
By:----------------------------------------
Henri-Claude Bailly
Chairman of the Board and Chief
Executive Officer
LESSOR:
WILSON BOULEVARD VENTURE,
a Virginia general partnership
By: Bresta Futura VI B.V.,
its managing general partner
By: Jacques + Kurdziel, Ltd.
as Agent
/s/ Donald M. Kurdziel
By:----------------------------------------
Donald M. Kurdziel
President
-6-
STATE OF NEW YORK ss.
ss.
COUNTY OF NEW YORK ss.
This instrument was acknowledged before me this 12th day of March,
1993, by Edwin Weinberg, a duly authorized Agent and Attorney-in-Fact of VIB,
N.V., a Netherlands corporation, on behalf of said corporation.
( S E A L ) /s/ Rona Ingegneri
----------------------------
Notary Public in and for
the State of New York
My Commission Expires: Printed Name of Notary:
______________________________ Rona Ingegneri
----------------------------
Rona Ingegneri
Notary Public, State of New York
No. 41-7036225
Qualified in Queens County
Commission Expires September 30, 1994
-7-
DISTRICT OF COLUMBIA ss.
This instrument was acknowledged before me this 19th day of
February, 1993, by Henri-Claude Bailly, Chairman of the Board and Chief
Executive Officer of RCG/HAGLER, BAILLY, INC., a District of Columbia
corporation, on behalf of said corporation.
( S E A L ) /s/ Linda E. Rose
---------------------------------
Notary Public in and for
the State of Virginia, Arlington County
My Commission Expires: Printed Name of Notary:
My Commission Expires
September 30, 1995
______________________________ Linda E. Rose
---------------------------------
STATE OF NEW YORK ss.
ss.
COUNTY OF NEW YORK ss.
This instrument was acknowledged before me on this 12th day of
March, 1993, by Donald M. Kurdziel, President of Jacques & Kurdziel, Ltd., Agent
for Bresta Futura VI B.V., Managing General Partner of WILSON BOULEVARD VENTURE,
a Virginia general partnership, on behalf of said partnership.
( S E A L ) /s/ Rona Ingegneri
---------------------------------
Notary Public in and for
the State of Texas
My Commission Expires: Printed Name of Notary:
______________________________ Rona Ingegneri
---------------------------------
RONA INGEGNERI
Notary Public, State of New York
No. 41-7036225
Qualified in Queens County
Commission Expires September 30, 1994
-8-
EXHIBIT A
LEGAL DESCRIPTION OF LAND
Being the land acquired by Wilson Boulevard Venture and recorded in Deed Book
2376 at Pages 1156 and 1158 and being shown on a plat as Parcels A & B, LPC
Rosslyn and recorded in Deed Book 2412 at Page 779 all among the Land Records of
Arlington County, Virginia and being more particularly described as follows:
Beginning at a point on the southerly right-of-way line of Wilson Boulevard
(variable width) said point being the northeasterly corner of 1550 Wilson
Boulevard Limited Partnership (Deed Book 2054 Page 708), thence running with
said Wilson Boulevard the following three (3) courses and distances:
1. North 82(0) 30' 00" East 100.14 feet to a point, thence
2. 34.46 feet along the arc of a curve deflecting to the right having a
radius of 337.55 feet and a chord bearing North 85(0) 25' 30" East 34.45
feet to a point, thence
3. North 88(0) 21' 00" East 66.52 feet to a point being the northwesterly
corner of Rosslyn A-M Associates (Deed Book 1948 Page 181), thence running
with their westerly line
4. South 10(0) 29' 00", East 252.87 feet to a point on the northerly
right-of-way line of Clarendon Boulevard (60' wide), thence running with
said Clarendon Boulevard
5. South 79(0) 31' 00" West 200.00 feet to a point being the southeasterly
corner of New Orleans Marriott Hotel Venture Limited Partnership (Deed
Book 2377 Page 1196), thence running with their easterly line and
continuing with the easterly line of aforementioned 1550 Wilson Boulevard
Limited Partnership
6. North 10(0) 29' 00" West 271.84 feet to the point of beginning contained
52,967 square feet or 1.21595 acres of land.
EDGAR APPENDIX
Exhibit A-1:Floorplan of first floor of 1530 Wilson Boulevard, shading 2696
square feet of rentable space.
Exhibit C-1:Floorplan of first floor of 1530 Wison Boulevard, shading 1091
square feet of rentable space.