Exhibit 10(f)
FIRST AMENDMENT
TO
TAX SHARING AGREEMENT
THIS FIRST AMENDMENT TO TAX SHARING AGREEMENT, dated as of May 16. 1995
(this "First Amendment"), is by and among X.X. Xxxx Real Estate Investment Trust
(the "Trust"), each of the companies listed on Schedule A hereto (the
"Subsidiaries"), Chevy Chase Bank, F.S.B. (the "Bank"). and each of the
companies listed on Schedule B hereto (the "Bank Subsidiaries"). The Trust, the
Subsidiaries, the Bank and the Bank Subsidiaries may be referred to individually
as a "party" to this First Amendment and collectively as the "parties" to this
First Amendment.
W I T N E S S E T H:
WHEREAS, the parties to this First Amendment also constitute all of the
parties to the TAX SHARING AGREEMENT dated as of June 28, 1990, as may be
amended from time to time (the "Tax Sharing Agreement");
WHEREAS, the parties hereto join in the filing of a consolidated federal
income tax return of the affiliated group, within the meaning of Section 1504(a)
of the Internal Revenue Code of 1986. as amended, of which the Trust is the
common parent (the "Group");
WHEREAS, the parties hereto desire to amend the Tax Sharing Agreement as
provided herein;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby expressly acknowledged, the parties hereto agree as follows
Section 1. Definitions. Capitalized terms used but not defined herein shall have
the meanings given to such terms in the Tax Sharing Agreement.
Section 2. Treatment of Bank and Bank Subsidiaries as Single Entity. The Bank's
rights and obligations under the Tax Sharing Agreement at any time shall be
determined as if the Bank, together with the Bank Subsidiaries and all other
service corporations and subsidiaries that are owned, directly or indirectly, by
the Bank and are members of the Group (collectively, the "Bank Group"), are a
single entity for federal income tax purposes. For all purposes of the Tax
Sharing Agreement, the Bank Group shall be treated as a Member of the Group, all
references to the Bank shall mean the Bank Group, and all payments due from or
to be made to the Bank Group shall be due from or made to the Bank. None of the
Bank Subsidiaries or other service corporations or subsidiaries that are in the
Bank Group shall have any right or obligation under the Tax Sharing Agreement.
Section 3. Effectiveness. The amendments provided for by this First Amendment
shall be effective as of the date the Tax Sharing Agreement was originally
executed.
Section 4. Tax Sharing Agreement in Full Force and Effect as Amended. Except as
specifically amended hereby, the Tax Sharing Agreement shall remain in full
force and effect All references to the Tax Sharing Agreement in any other
document or instrument shall be deemed to mean the Tax Sharing Agreement as
amended by this First Amendment. This First Amendment shall not constitute a
novation of the Tax Sharing Agreement, but shall constitute an amendment thereof
Section 5. Other Agreements. The parties hereto acknowledge that the Bank's
ability to make payments pursuant to the Tax Sharing Agreement is limited by,
and conditioned upon compliance with the terms of, (i) the Written Agreement
dated September 30, 1991, as amended on October 29, 1993, by and between the
Bank and the Office of Thrift Supervision and (ii) the Security Agreement dated
September 24. 1993. as amended on October 20, 1994, by and between the Trust and
the Bank.
Section 6. Counterparts. This First Amendment may be executed in any number of
copies, and by different parties hereto on the same or separate counterparts,
each of which shall be deemed to be an original instrument.
X.X. XXXX REAL ESTATE INVESTMENT
TRUST
By /s/ Xxxx X. Xxxxxxx
----------------------------------------------
Xxxx X. Xxxxxxx
Vice President
CHEVY CHASE BANK, F.S.B. formerly CHEVY
CHASE SAVINGS BANK. F.S.B.
By /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------------------
Executive Vice President
X.X. XXXX MORTGAGE COMPANY
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
BRAMBLETON LAND CORPORATION,
formerly GLADE DRIVE
DEVELOPMENT CORPORATION
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
C.I.G INTERNATIONAL, LIMITED, formerly GROUP
INVESTMENT CORPORATION
By: /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
CCRE, INC.
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
CHEVY CHASE BANK, F.S.B. as
successor to XXXXXX CORPORATION
By /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
Executive Vice President
CHEVY CHASE BANK, F.S.B. as
successor to MANOR TRAVEL
By /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
Executive Vice President
CHEVY CHASE BANK, F.S.B., as
successor to MIC REALTY CORPORATION
By /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
Executive Vice President
CHEVY CHASE INSURANCE AGENCY. INC
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
CHEVY CHASE MORTGAGE COMPANY.
formerly GOVERNMENT MORTGAGE CORPORATION
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
CHEVY CHASE SECURITIES, INC.
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
MANOR INVESTMENT COMPANY
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
NORTH ODE STREET DEVELOPMENT CORPORATION
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
RONAM CORPORATION, INC
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
AVENEL EXECUTIVE PARK, PHASE II. INC.
By /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx Xxxxxx
Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to 625
CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to 898
CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to 8201
CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to BFS FUNDING CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X XXXX REAL ESTATE INVESTMENT
TRUST, as successor to CIRCLE 75
HEALTH CLUB, INC.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to CIRCLE 75 HOTEL CORP.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to DULLES HOSPITALITY CORP.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to PDS
DEVELOPMENT CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to PERIMETER HOTEL CORP.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to SATELLITE BLVD. HOTEL CORP.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to THE CHASE RESTAURANTS, INC.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
X.X. XXXX REAL ESTATE INVESTMENT TRUST, as
successor to TOWN
CENTRE CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
COMMERCE CENTER DEVELOPMENT CORP.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
CRYSTAL CITY HOSPITALITY CORP
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
DEARBORN CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
DULLES AIRPORT HOTEL CORP
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
FLAGSHIP CENTRE CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
MHC AIRPORT INN, INC.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
MHC CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
NVA DEVELOPMENT CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
PEACHTREE/NORTHEAST CORP
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
PUEBLO HOTEL CORP.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
ROCHESTER AIRPORT HOTEL CORP.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
SCOPE HOSPITALITY CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
SHARONVILLE HOTEL CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
SULLYFIELD CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
TIMBER RESOURCES, INC.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
TYSONS CORNER HOSPITALITY CORP.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
800 BUILDING, INC.
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
900 CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
1100 CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
1113 CORPORATION
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
Senior Vice President
SCHEDULE A
Avenel Executive Park, Phase II, Inc.
X.X. Xxxx Real Estate Investment Trust, as successor to 625 Corporation
X.X. Xxxx Real Estate Investment Trust, as successor to 898 Corporation
X.X. Xxxx Real Estate Investment Trust, as successor to 8201 Corporation
X.X. Xxxx Real Estate Investment Trust, as successor to BFS Funding Corporation
X.X. Xxxx Real Estate Investment Trust, as successor to Circle 75 Health Club, Inc.
X.X. Xxxx Real Estate investment Trust, as successor to Circle 75 Hotel Corp.
X.X. Xxxx Real Estate Investment Trust, as successor to Dulles Hospitality Corp.
X.X. Xxxx Real Estate Investment Trust, as successor to PDS Development Corporation
X.X. Xxxx Real Estate Investment Trust, as successor to Perimeter Hotel Corp.
X.X. Xxxx Real Estate Investment Trust, as successor to Satellite Blvd. Hotel Corp.
B X. Xxxx Real Estate Investment Trust, as successor to The Chase Restaurants, Inc.
X.X. Xxxx Real Estate Investment Trust, as successor to Town Centre Corporation
Commerce Center Development Corp.
Crystal City Hospitality Corp.
Dearborn Corporation
Dulles Airport Hotel Corp.
Flagship Centre Corporation
MHC Airport Inn, Inc.
MIHC Corporation
NVA Development Corporation
Peachtree/Northeast Corp.
Pueblo Hotel Corp.
Rochester Airport Hotel Corp.
Scope Hospitality Corporation
Sharonville Hotel Corporation
Sullyfield Corporation
Timber Resources, lnc.
Tysons Corner Hospitality Corp.
800 Building, Inc.
900 Corporation
I 100 Corporation
1113 Corporation
SCHEDULE B
X.X. Xxxx Mortgage Company
Brambleton Land Corporation, formerly Glade Drive Development Corporation
C.I.G. International, Limited, formerly Group Investment Corporation
CCRE. Inc.
Chevy Chase Bank, F.S.B., as successor to Xxxxxx Corporation
Chevy Chase Bank, F.S.B., as successor to Manor Travel
Chevy Chase Bank, F.S.B., as successor to MIC Realty Corporation
Chevy Chase Insurance Agency, Inc.
Chevy Chase Mortgage Company, formerly Government Mortgage Corporation
Chevy Chase Securities, Inc.
Manor Investment Company
North Ode Street Development Corporation
Ronam Corporation, Inc.
