EXHIBIT 10.RR


 


FIRST AMENDMENT


TO


MEMBERSHIP INTERESTS PURCHASE AGREEMENT


(MBC REALTY, LLC)


 


THIS
FIRST AMENDMENT TO THE MEMBERSHIP INTERESTS PURCHASE AGREEMENT (MBC REALTY,
LLC) (this “Amendment”) is executed as of November 18,
2004, by and between Mercantile Bankshares Corporation, a Delaware corporation
(“Seller”), and Harbor Group International, L.L.C. a Virginia limited
liability company, or its designee (“Buyer”).


 


Recitals


 


WHEREAS,
Seller and Buyer entered into that certain Membership Interests Purchase
Agreement (MBC Realty, LLC), with an effective date of October 20, 2004
(the “Purchase Agreement”);


 


WHEREAS,
both Section 15.19(A) of and Exhibit J to the Purchase Agreement provide
that Mercantile Safe-Deposit and Trust Company shall assume the Venable Lease
in the event that Venable LLP elects to exercise its termination option under
such lease;


 


WHEREAS,
Seller desires to assume the Venable Lease rather than cause Mercantile
Safe-Deposit Bank and Trust Company to assume such lease; and


 


WHEREAS,
Seller and Buyer now desire to amend the Purchase Agreement to reflect such
change.


 


Agreements


 


Now,
therefore, in consideration of the premises and the mutual covenants and
agreements herein set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Buyer,
intending to be legally bound, hereby agree as follows:


 


1.                                      New
Section 15.19(A).  Section 15.19(A)
of the Purchase Agreement is hereby deleted in its entirety and replaced by the
following:


 


(A)                              Venable
LLP (“Venable”), pursuant to that certain Lease, dated as of May, 2001, by and
between Venable, as Tenant, and MBCR, as landlord (the “Venable Lease”), has an
option to terminate the Venable Lease upon the satisfaction of certain conditions.  The Venable Lease has a current term running
through April 30, 2011.  For
purposes of this Section 15.19(A) the leased premises under the Venable
Lease shall


 


1





















 


include 121,708 square
feet of office space on floors 13 through 19; 7,161 square feet of lower level
space; 6,716 square feet of storage space; and all space which Venable shall
assume from Reznick (approx. 11,780 square feet), as set forth in Section 15.19(B)
hereof, under the same terms as the Venable Lease (all of such space
collectively the “Venable Space”). 
Seller agrees that, if Venable shall exercise the termination option
described in this Section 15.19(A), Seller shall assume the Venable Lease
(including, without limitation, the term set forth in the Venable Lease and any
additional space leased by Venable pursuant to Section 15.19(B) hereof)
and shall be liable for all of Venable’s obligations thereunder (including,
without limitation, the obligation to pay rent at the rental rates (but in no
event at rates higher than) those set forth in the Venable Lease) and entitled
to all of Venable’s rights, except for the termination option.  At Buyer’s option, Seller shall execute a new
lease or other instrument evidencing such assumption which shall set forth the
terms of the lease through the balance of the Venable Lease term on the same
terms as that of the Venable Lease (including, without limitation, that any
rent paid by Seller for the Venable Space shall be paid at the rental rates set
forth in the Venable Lease).  Seller
shall have the right, subject to Buyer’s approval, which approval shall not be
unreasonably withheld, to sublet any or all of the space subject to the Venable
Lease to such Person or Persons as it shall choose in its sole discretion
(provided that no such sublease shall relieve Seller of its obligations under
this Section 15.19), and Seller shall have the exclusive right to receive
and retain the proceeds from any termination payment paid by Venable in
connection with the exercise of the option described herein.  The provisions of this Section 15.19(A)
shall survive the Closing.


 


2.                                      New
Exhibit J.  Exhibit J of the
Purchase Agreement is hereby deleted in its entirety and replaced by the
following:


 


EXHIBIT J


 


MERCANTILE LEASE TERM SHEET


 


5.               All
terms not defined herein shall have the meanings set forth in the Membership
Interests Purchase Agreement between Mercantile Bankshares Corporation (“Mercantile
Bankshares”) and Harbor Group International, L.L.C. (“Harbor Group”).


 


6.               A
lease will be entered into by Mercantile-Safe Deposit and Trust Company (“Mercantile”)
and MBCR prior to the Due Diligence Period Expiration Date, and shall be
effective as of the date of Closing (the “Mercantile Lease”).  The terms and conditions of the Mercantile
Lease, including rent for the entire Leased Premises (as defined in Section 3
below), shall be substantially the same as the terms and conditions in that
certain lease between MBCR and Mercantile dated August 23, 2004, which
lease was subsequently terminated on October 8, 2004; subject, however, to
any matters to be renegotiated upon written notice from Buyer to Seller within
five (5) Business Days of the Effective Date; provided, however, that the term
of the Mercantile Lease shall commence on the date of Closing and shall run for
a term of ten (10) full calendar years.


 


2





















 


7.               The “Leased
Premises” under the lease shall include:


 


a.               All
leased space currently occupied by Mercantile, specifically encompassing
150,651 SF of office space in the office tower on full or partial floors 1
through 12; 23,746 SF of back office space in the office tower and pavilion;
and 3,270 SF of storage space. 
Notwithstanding any current arrangements between Mercantile and
Mercantile Bankshares or MBCR, Mercantile shall be responsible for expense
reimbursements, including parking expenses, on the 23,746 SF of back office
space in the office tower and pavilion and the 150,651 SF of office space in
the office tower.


 


b.              Beginning
no later than January 15, 2005, 28,423 SF of space on the 11th,
20th and 21st floors currently occupied by Reznick,
Fedder & Silverman, L.L.C. (“Reznick”), which leased space is to be assumed
and leased by Mercantile under the same terms and conditions as the Mercantile
Lease (including without limitation rent).


 


8.               All
other lease terms and conditions shall be mutually agreeable to Mercantile
Bankshares and Harbor Group.


 


3.                                      Effect.  Except as amended or modified hereby, the
Purchase Agreement remains unamended and in full force and effect.


 


4.                                      Definitions.  Any capitalized term used but not otherwise
defined herein shall have the meaning given such term in the Purchase
Agreement.


 


5.                                      Counterparts.  This Amendment may be executed in one or more
counterparts, all of which when taken together shall constitute one and the
same agreement.  A facsimile copy of a
signature shall have the same effect as an original signature, provided that
the original signature is timely delivered to the party or parties to whom it
is intended to be delivered.


 


 


[Signatures are on following page]


 


3





















 


Signature page to First Amendment to

Membership Interests Purchase Agreement (MBC
Realty, LLC)


 


IN
WITNESS WHEREOF, Seller and Buyer have executed this
Amendment as of the day and year first above written.


 


	
  Buyer:

  	
  Harbor
  Group International, L.L.C.,

  
	
   

  	
  a Virginia
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  T. Richard
  Litton, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President

  and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
  Seller:

  	
  Mercantile
  Bankshares Corporation,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
								



 


4