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EXHIBIT 10.15(b)
FIRST AMENDMENT TO SERVICES AGREEMENT
This First Amendment to Services Agreement (the "First
Amendment") is made and entered into as of this 15th day of October, 1995, by
and among NHP INCORPORATED, a Delaware corporation ("NHP"), NATIONAL
CORPORATION FOR HOUSING PARTNERSHIPS, a District of Columbia corporation
("NCHP"), and NHP PARTNERS, INC., a Delaware corporation ("Partners").
RECITALS
WHEREAS, NHP, NCHP, and Partners are all of the original
parties to that certain Services Agreement dated August 18, 1995 (the "Services
Agreement"), whereby Partners agreed to reimburse NHP an allocable share of all
costs incurred by NHP in providing various administrative and advisory services
to Partners, NCHP and other affiliates of Partners, including an allocable
share of the rent and other charges for occupancy of space from which such
services are provided; and
WHEREAS, pursuant to that certain Cost Allocation Agreement
dated August 18, 1995 by and between NHP and NCHP (the "Allocation Agreement"),
NHP agreed to reimburse NCHP an allocable share of the rent and other charges
payable under the Agreement of Lease dated September 4, 1984 by and between
1225 Eye Street, N.W. Associates Limited Partnership and NCHP, as supplemented
and later amended (the "Eye Street Lease"); and
WHEREAS, NHP, NCHP and Partners desire to amend the Services
Agreement pursuant to Section 7.5 thereof to reflect an offset of all
reimbursements payable to NHP under the Services Agreement with respect to
space from which services thereunder are provided and all reimbursements
payable by NHP under the Allocation Agreement with respect to the Eye Street
Lease, all on the terms set forth in this First Amendment.
NOW, THEREFORE, in consideration of the foregoing and the
respective covenants and agreements set forth in the First Agreement and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, NHP, NCHP and Partners agree as follows:
1. All capitalized terms not otherwise defined herein
shall have the meanings given in the Services Agreement.
2. Effective as of the Effective Date of the Services
Agreement, any and all reimbursements payable by Partners to NHP with respect
to the allocable cost of
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space from which services are provided to Partners and its affiliates under the
Services Agreement ("Partners Payment Obligations") shall be offset by the
installments of Basic Rent Reimbursement Payments and Additional Rent
Reimbursement Payments payable by NHP under the Allocation Agreement ("NHP
Payment Obligations") during the corresponding time period, and all Partners
Payment Obligations shall be offset by NHP Payment Obligations during the
corresponding time period. NHP and Partners agree that such offsets shall
constitute full satisfaction of all NHP Payment Obligations and Partners
Payment Obligations during corresponding time periods, notwithstanding the fact
that NHP Payment Obligations may exceed Partners Payment Obligations or
Partners Payment Obligations may exceed NHP Payment Obligations with respect to
any particular time period.
3. Each of the parties hereto agrees and acknowledges
that, as of the date of the First Amendment, there is no outstanding NHP
Payment Obligation or Partners Payment Obligation due and owing by either
party. NHP acknowledges that it has no knowledge of any default by Partners on
or prior to the date of the First Amendment in fulfilling any of the terms of
the Services Agreement. NHP hereby waives any claims with respect to the
subject matter of the First Amendment arising on or prior to the date of the
First Amendment.
4. Upon termination of the Services Agreement, NHP shall
be required to satisfy all NHP Payment Obligations arising under the Allocation
Agreement after the date of termination of the Services Agreement. Upon
termination of the Allocation Agreement, the terms of Section 2 provided herein
shall be of no further effect, and Partners shall be required to satisfy all
Partners Payment Obligations arising under the Services Agreement after the
date of termination of the Allocation Agreement.
5. The amendments to the Services Agreement set forth
herein shall be binding and take effect as of the Effective Date of the
Services Agreement.
6. Except as otherwise expressly modified herein, all
terms and conditions of the Services Agreement are hereby ratified and
confirmed and are in full force and effect.
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IN WITNESS WHEREOF, the undersigned authorized signatories
have executed this First Amendment as of the date set forth in the first
paragraph of this First Amendment.
NHP INCORPORATED
By:
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Its:
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NATIONAL CORPORATION FOR
HOUSING PARTNERSHIPS
By:
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J. Roderick Heller, III
Its: President and Chief Executive Officer
NHP PARTNERS, INC.
By:
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J. Roderick Heller, III
Its: President and Chief Executive Officer
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