EXHIBIT 10.2
FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement (this AMENDMENT) is made as of this
10th day of January, 1998, by and among Columbia Realty Venture, a District of
Columbia limited partnership (LANDLORD), National Capital Reciprocal Insurance
Company, Inc., a District of Columbia corporation (TENANT), and Xxxxxxxxx
Management Corporation (AGENT).
RECITALS
A. On December 22, 1997, Landlord, Tenant and Agent entered into a
certain lease agreement (the ORIGINAL LEASE) with respect to certain premises
located at 0000 00xx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
B. The parties desire to modify the provisions of the Original Lease
relating to the delivery of a letter of credit as a security deposit upon the
terms and conditions set forth in this Agreement.
AGREEMENT
Now, therefore, in consideration of the foregoing, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. AMENDMENT TO SECTION 4. The provisions of Section 4.1 of the Original
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Lease are hereby deleted in their entirety and replaced with the following
language:
4.1.1 Tenant shall deposit with Landlord, upon execution of the
Lease, an irrevocable letter of credit in favor of the
Landlord in the original face amount of $105,369, in form and
substance reasonably acceptable to Landlord, as security for
the faithful performance of Tenant's obligations under this
Lease. Such letter of credit, together with any replacements
and proceeds thereof, whether in the form of a letter of
credit, cash, or otherwise is referred to herein as the
SECURITY DEPOSIT.
4.1.2 If Tenant fails to make its first payment of Basic Monthly
Rent and all additional charges then owing (collectively, the
FIRST MONTH RENTAL CHARGES) by the Commencement Date, then
Landlord may draw upon the Security Deposit in the amount of
such First Month Rental Charges. If Tenant timely pays the
First Month Rental Charges to Landlord in immediately
available funds on or prior to the Commencement Date, then
Tenant may elect to substitute for the Security Deposit a
replacement
irrevocable letter of credit in the original face amount of
not less than $70,246.00, in form and substance satisfactory
to Landlord. Upon receipt of such replacement letter of
credit, Landlord shall return to Tenant the letter of credit
originally delivered by Tenant hereunder. At the commencement
of the fourth (4th) lease year, provided that this Lease is in
full force and effect, and provided that Tenant is not in
default under the Lease, the Security Deposit shall be reduced
to an amount equal to the sum of the then current Basic
Monthly Rent and Additional Rent for one month. In such event,
Tenant shall deliver to Landlord an irrevocable letter of
credit in form and substance reasonably satisfactory to
Landlord in the correct reduced amount, and Landlord shall
return the initial letter of credit to the Tenant upon receipt
of the replacement letter of credit.
4.1.3 Each letter of credit delivered by Tenant pursuant to this
Lease shall provide for multiple drawings by Landlord against
such letter of credit (in an amount not to exceed the
aggregate amount of such letter of credit). In addition, the
letter of credit shall be held by Landlord for the entire
duration of the Lease Term. In the event that any letter of
credit delivered by Tenant hereunder expires by its terms or
otherwise prior to the expiration of the Lease Term, Tenant
shall deliver to Landlord a replacement letter of credit in
form and substance reasonably acceptable to Landlord not later
than thirty (30) days prior to the expiration date of the then
current letter of credit. If Tenant fails to timely deliver a
replacement letter of credit, such event shall constitute a
default hereunder and shall entitle Landlord, without further
notice or demand, to immediately draw upon the letter of
credit then held by Landlord in an amount equal to the face
amount of the letter of credit (as reduced by any prior
draws); provided that such default shall be deemed cured to
the extent Landlord actually draws upon such letter of credit
and receives the proceeds thereof. During the Term of this
Lease, Landlord shall also have the right to proceed with any
other legal or equitable remedies available to it.
2. MISCELLANEOUS.
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a. Ratification. Except as modified by this Amendment, the Original
Lease shall remain in full force and effect and is hereby ratified and confirmed
in all respects.
b. Counterparts. This Amendment may be executed in one or more
counter-parts, each of which shall constitute an original, and all of which
together shall constitute one agreement.
c. Governing Law. This Amendment shall be governed by the laws of
the District of Columbia (without regard to the choice of law rules thereof).
In witness whereof, Landlord and Tenant have respectively signed and sealed
this Amendment as of the date and year first written above.
WITNESS/ATTEST: LANDLORD:
Columbia Realty Venture
/s/ Xxxxxxxxx Xxxxxx Page By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: General Partner
TENANT:
National Capital Reciprocal Insurance
Company, Inc.
/s/ Xxxxxxx X. Xxxxx By: /s/ R. Xxx Xxxx, Xx.
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Name: R. Xxx Xxxx, Xx.
Title: President and CEO
Xxxxxxxxx Management Corporation, Agent, hereby acknowledges and accepts
the terms set forth in the foregoing Amendment.
AGENT:
/s/ Xxxxxxxxx Xxxxxx Page By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
