**Exhibit 10.19**

 

**FIRSTAMENDMENT TO LEASE**

 

THIS FIRSTAMENDMENT TO LEASE (this “Amendment”) is made this 14 day of November, 2005 byand between **ARLINGTON GATEWAY INVESTORS, LLC**,a Virginia limited liability company (“Landlord”), successor-in-interest to ArlingtonOffice, L.L.C., and **WATSON WYATT &COMPANY,**a Delaware corporation (“Tenant”).

 

WITNESSETH:

 

WHEREAS, byDeed of Lease dated April 27, 2004 (the “Lease”), Landlord’spredecessor-in-interest leased unto Tenant certain premises on the fourth (4th),fifth (5th), sixth (6th), seventh (7th), andeighth (8th) floors (collectively, the “Premises”) of that certainoffice building (the “Building”) known by street address as 901 North GlebeRoad, Arlington, Virginia, together with certain storage space containingapproximately 1,000 usable square feet of space in the Building; and

 

WHEREAS,Landlord and Tenant have agreed to permit Tenant to lease approximately 200usable square feet of additional storage space on the eighth (8th)floor of the Building (such 200 usable foot area is herein referred to as the “FirstExpansion Storage Space” all as more fully delineated on Exhibit ”A”attached hereto) on the terms and conditions contained herein; and

 

WHEREAS, theparties desire to confirm in writing the terms and conditions of the extensionand expansion, all as more fully set forth below.

 

NOW,THEREFORE, IN CONSIDERATION OF THE PREMISES, AND SUCH OTHER GOOD AND VALUABLECONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH BEING HEREBY ACKNOWLEDGED,THE PARTIES DO HEREBY AGREE AS FOLLOWS:

 

1.                                       **First Expansion Storage Space**. Commencing on the fourteenth (14th) day following the date that Landlordsubstantially completes the First Expansion Storage Space Landlord Work (belowdefined) and notifies Tenant in writing of such substantial completion (hereinthe “First Expansion Storage Space Commencement Date”) and continuing for thebalance of the Term of the Lease, Landlord does hereby grant, demise and leaseunto Tenant and Tenant hereby accepts and leases from Landlord, the FirstExpansion Storage Space in “as is” condition (subject to completion of theFirst Expansion Storage Space Landlord Work) at the rental and upon the termsand conditions hereinafter set forth.  Accordingly, from and after FirstExpansion Storage Space

 

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Commencement Date, the reference to “onethousand (1,000) usable square feet” in the first sentence of Section 35of the Lease is hereby deleted in its entirety and “one thousand two hundred(1,200) usable square feet” is hereby inserted in lieu thereof.  All ofthe other terms and conditions of Section 35 of the Lease shall remain infull force and effect following the First Expansion Storage Space CommencementDate, including, without limitation, the obligation to pay $15.00 per usablesquare foot of storage space (i.e., $18,000.00 during the first Lease Year),subject to 3% increases on each anniversary of the Rent Commencement Date). Promptly following the First Expansion Storage Space Commencement Date,the parties shall enter into a certificate substantially similar to the formattached to the Lease as Exhibit ”B”, confirmingthe First Expansion Storage Space Commencement Date.

 

2.                                       **First Expansion Storage Space Landlord Work**. Landlord, at its sole cost and expense, agrees to perform the followingrenovations to the First Expansion Storage Space (collectively, the “FirstExpansion Storage Space Landlord Work”):  (i) furnish and install 4-eachbuilding standard fire dampers (12x24), (ii) furnish and install 1-eachbuilding standard light switch and 2-each building standard 2x4 surface mountedlight fixtures, and (iii) paint walls with one (1) coat of buildingstandard paint, including drywall patching.

 

3.                                       **Recitals and Capitalized Terms**.** **The recitals herein are herebyincorporated in and made a part of this Amendment.  Capitalized terms usedherein that are defined in the Lease and not defined herein shall have themeaning assigned to them in the Lease.

 

4.                                       **Ratification**.  Except as modifiedherein, the Lease shall be and remain in full force and effect.

 

**[THEREMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**

 

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IN WITNESSWHEREOF, the parties hereto have caused this instrument to be executed on theday and year first hereinabove written.

 
| WITNESS:            | LANDLORD:                                                     |                    |
|---------------------|---------------------------------------------------------------|-------------------------|
|                |                                                          |                    |
|                | **ARLINGTON GATEWAY  INVESTORS,**                             |
| **LLC**             |                                                          |                    |
|                | a Virginia limited liability company                          |                    |
|                |                                                          |                    |
|                |                                                          |                    |
| By:                 | /s/ Lee Petersen                                              |                    | By: | /s/ Ralph S. Dweck |   |   |
|                |                                                          | Ralph S. Dweck, Manager |   |
|                |                                                          |                    |
| ATTEST:             | TENANT:                                                       |                    |
|                |                                                          |                    |
|                | **WATSON WYATT &  COMPANY**, a  Delaware corporation |
|                |                                                          |                    |
|                |                                                          |                    |
| /s/ Michael Brendes |                                                          | By:                     | /s/ Carl D. Mautz |   | (SEAL) |   |
|                | Name: Carl D. Mautz                                           |                    |
|                | Title: VP & CFO                                      |                    |
| (CORPORATE SEAL)    |                                                          |                    |
|                     |                                                               |                         |  |  |  |  |  |  |  |  |  |  |

 

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