**Exhibit 10.4**

 

**FIRST AMENDMENT TO LEASE**

 

                THIS FIRSTAMENDMENT TO LEASE (this “Amendment”) is made as of the 1st day of November,2005 (the “Effective Date”), by and between 353 ASSOCIATES, aPennsylvania limited partnership (“Landlord”) and GMH CAPITAL PARTNERSCOMMERCIAL REALTY SERVICES, LP, a Delaware limited partnership, GMH CAPITALPARTNERS ASSET SERVICES, LP, a Delaware limited partnership, GMH PHILADELPHIABARRAGE, LLC, a Delaware limited liability company, GMH CONSTRUCTION COMPANY,INC., a Florida corporation, and GMH ASSOCIATES, INC., a Pennsylvaniacorporation (collectively referred to herein as “Tenant”).

 

**BACKGROUND**

 

                A.            Landlord and Tenant entered into acertain Lease dated as of November 2, 2004 (the “Lease”), pursuant towhich Landlord leased a portion of the first floor of that certain buildinglocated at 10 Campus Boulevard, Newtown Square, Pennsylvania (as moreparticularly described in the Lease, the “Premises”).  Capitalized terms used but not defined hereinshall have the respective meanings ascribed to such terms in the Lease.

 

                B.            Landlord and Tenant desire to amendthe Lease to, among other things, (i) reduce the size of the Premises and,accordingly, adjust the Fixed Rent, (ii) provide that Tenant shall beresponsible for cleaning the Building in exchange for a credit against FixedRent, (iii) provide that Tenant shall be responsible for oversight of thebuild-out of a portion of the first floor of the Building in exchange for a one-timecredit against Fixed Rent, and (iv) otherwise modify and amend the Lease as setforth in this Amendment.

 

                NOW, THEREFORE, inconsideration of the mutual covenants and conditions herein set forth and forgood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto, intending to be legally bound, herebyagree as follows:

 

1.             CleaningServices Schedule.  Schedule 14(h)attached to this Amendment is hereby incorporated into the Lease.

2.             ConstructionOversight Services Schedule.  Schedule40 attached to this Amendment is hereby incorporated into the Lease.

3.             Premises.  Article 1(c) of the Lease is hereby deletedin its entirety and replaced with the following:

                “(c)         “Premises”: A portion of the Building which theparties stipulate and agree is a 7,682 rentable square foot portion of thefirst floor of the Building, the location of which shall be confirmed by theparties pursuant to a site sketch to be delivered to Tenant by Landlord uponfinalization of architectural drawings and specifications.”

 

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4.             FixedRent.  Article 1(e) of the Lease ishereby deleted in its entirety and replaced with the following:

                “(e)         “Fixed Rent”:
| **LEASE YEAR** | **PER R.S.F.** | **MONTHLY INSTALLMENT** | **ANNUAL FIXED RENT** |
|----------------|----------------|-------------------------|-----------------------|
| Months 1-60    | $25.00         | $16,004.16              | $192,050.00           |

 

5.             RentableArea. Article 1(h) of the Lease is hereby deleted in its entirety andreplaced with the following:

                “(h)         “Rentable Area”:  Premises 7,682 sq. ft.”

6.             FixedRent.  The following Section (d) ishereby inserted at the end of Article 5 of the Lease:

                “(d)         The monthly installments of Fixed Rentas set forth in Article 1(e) of this Lease shall be reduced by the CleaningServices Fee (as hereinafter defined) and the Construction Oversight Fee (ashereinafter defined).  To the extent thatthe rent credits received by Tenant for the Cleaning Services Fee and theConstruction Oversight Fee exceed the Fixed Rent for the month that thebuild-out of the first floor of the Building is substantially completed (the “SubstantialCompletion Month”), such amount shall be carried forward and appliedagainst the monthly installment of Fixed Rent for the month following theSubstantial Completion Month.”

7.             Repairsand Maintenance.  The followingSection (h) is hereby inserted at the end of Article 14 of the Lease:

                “(h)         Tenant shall provide cleaning servicesfor the Building Monday through Friday of each week in accordance with thescope of services attached hereto as Schedule 14(h) (the “CleaningServices”).  As provided in Section5(d) of the Lease, Tenant shall receive a monthly credit against monthlyinstallments of Fixed Rent in the amount of $3,023.26 per month (the “CleaningServices Fee”) in consideration of the Cleaning Services.”

8.             ConstructionOversight.  The following Article 40is hereby inserted into the Lease:

                “40.         CONSTRUCTION OVERSIGHT.

                Inconnection with Landlord’s build-out of a portion of the first floor of theBuilding, Tenant shall provide the construction oversight services listed on Schedule40 of this Lease (the “Construction Oversight Services”).  As provided in Section 5(d) of the Lease,Tenant shall receive a fee equal to Fifteen Thousand Dollars ($15,000) (the “ConstructionOversight Fee”) in consideration of the Construction Oversight Services.  

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The Construction Oversight Fee shall be paid uponsubstantial completion of the build-out in the form of a credit against monthlyinstallments of Fixed Rent.”

9.             Ratificationof Lease.  Except as specificallymodified by this Amendment, all of the provisions of the Lease are herebyratified and confirmed to be in full force and effect, and shall remain in fullforce and effect.

10.           BindingEffect.  This Amendment shall bebinding upon, and shall inure to the benefit of Landlord and Tenant and theirrespective heirs, executors, personal representatives, administrators,successors and permitted assigns.  ThisAmendment represents the complete understandings between the parties hereto asto the subject matter hereof, and supersedes all prior negotiations,representations, warranties, promises, statements or amendments, either oral orwritten, among the parties hereto as to the subject matter hereof.  This Amendment may only be amended by a writteninstrument executed by both Landlord and Tenant.

11.           Inconsistency.In the event of any inconsistency between the Lease and this Amendment, theprovisions of this Amendment shall control, and all other provisions of the Leaseshall remain in full force and effect.

12.           GoverningLaw.  This Amendment shall begoverned by and construed in accordance with the laws of the Commonwealth ofPennsylvania.

**[Remainder of page intentionally left blank;signature pages follows.]**

 

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**               **IN WITNESS WHEREOF, Landlord and Tenanthave executed this Amendment as of the date and year first above written.
|   | LANDLORD:                                                 |
|--------|-----------------------------------------------------------|
|   |                                                      |
|   | 353 ASSOCIATES                                            |
|   |                                                      |
|   | By:  GH 353  Associates, Inc., its general partner   |
|   |                                                      |
|   | By:                                                       | /s/ Joseph M. Macchione |   |
|   | Name: Joseph M.  Macchione                                |
|   | Title: Vice President                                     |
|   | Date: November 11, 2005                                   |
|   |                                                      |
|   | TENANT:                                                   |
|   |                                                      |
|   | GMH CAPITAL PARTNERS  COMMERCIAL REALTY SERVICES, LP      |
|   |                                                      |
|   | By:                                                       | GH CP Commercial Realty Services, LLC,  its general partner |
|   |                                                      |
|   | By:                                                       | /s/ Gary M. Holloway,  Sr. |   |
|   | Name: Gary M. Holloway,  Sr.                              |
|   | Title: President                                          |
|   | Date: November 11, 2005                                   |
|   |                                                      |
|   | GMH CAPITAL PARTNERS  ASSET SERVICES, LP                  |
|   |                                                      |
|   | By:  GH CP Asset Services, LLC, its general  partner |
|   |                                                      |
|   | By:                                                       | /s/ Gary M. Holloway,  Sr. |   |
|   | Name: Gary M. Holloway,  Sr.                              |
|   | Title: President                                          |
|   | Date: November 11, 2005                                   |
|   |                                                      |
|   | GMH PHILADELPHIA  BARRAGE, LLC                            |
|   |                                                      |
|   | By:                                                       | /s/ Gary M. Holloway,  Sr. |   |
|   | Name: Gary M. Holloway,  Sr.                              |
|   | Title: President                                          |
|   | Date: November 11, 2005                                   |
|        |                                                           |  |  |  |  |  |

 

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|   | GMH CONSTRUCTION  COMPANY, INC. |
|--------|---------------------------------|
|   |                            |
|   | By:                             |  /s/ Gary M. Holloway, Sr. |   |
|   | Name: Gary M. Holloway,  Sr.    |
|   | Title: President                |
|   | Date: November 11, 2005         |
|   |                            |
|   | GMH ASSOCIATES, INC.            |
|   |                            |
|   | By:                             |  /s/ Gary M. Holloway, Sr. |   |
|   | Name: Gary M. Holloway,  Sr.    |
|   | Title: President                |
|   | Date: November 11, 2005         |

 

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Schedule 14(g)

 

CLEANING SERVICES

 

 

**GMH CORPORATE OFFICE**

**NEWTOWN SQUARE, PA**

 

**Cleaning Specifications**

 

**A.****           ****Entrance Lobby**

**Daily**

i)                                         All stone ceramic tile, marble, terrazzo,and other flooring to be dust mopped or swept.

ii)                                      Wet mop to remove spillage and otherdamaging dirt or grit on hard surface floors with attention to areas under walkoff mats.

iii)                                   Sweep and/or vacuum entrance mats andspot clean.

iv)                                  All carpeting and rugs to be vacuumed andspots to be removed.

v)                                     Hand dust or wipe clean all furniture.

vi)                                  All walls, doors, window sills, ledges,elevator doors, (up to and including 65” high partitions) to be removed ofsmudges, fingerprints and splash marks.

vii)                               Thoroughly wash, clean all entrance doorglass inside and out. Clean all entrance frames and ledges.

viii)                            Wipe clean all chrome, aluminum, brassand other metal work.

ix)                                    Dust and/or wash clean all directoryboard display glass.

x)                                       Sweep all aprons.

xi)                                    Empty exterior ashtrays and police fordebris.

**Weekly**

i)                                         Complete all high and low dustingincluding picture frames,

baseboards, moldings,door frames and position network/framework in

level condition.

                **Monthly**

i)                                         Vacuum all upholstery furniture and placecorrectly in an organized

               manner.

ii)                                      Dust wipe clean all diffusers and ceilingventilators.

iii)                                   Dust clean all horizontal mini-blinds.

iv)                                  Detail vacuum all carpeted areasincluding corners and edges under desks.

v)                                     Maintain marble surfaces as permanufacturers specifications.

**B.****           ****General Office Areas**

**Daily**

i)                                         Hand dust all furniture, fixtures, filingcabinets and other dust gathering pbjects, Desks to be dusted provided that arein acceptable condition.

ii)                                      Spot clean walls, doors, window sills,ledges and wall areas.

 

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iii)                                   Dust all tops of open space officepartitions.

iv)                                  Empty and clean all waste receptacles(recyclable and non-recyclable) replacing liners when necessary. Trash canliners to be neatly arranged. Remove waste to be designated central locationfor disposal.

v)                                     All carpeting and rugs in traffic areasto be vacuumed and spots removed.

vi)                                  All vinyl and similar type flooring to bedust mopped. Spot mop to remove spillage

vii)                               Interior partition glass to be spotcleaned.

**Weekly**

i)                                         Dust clean all vertical surfaces such as walls,partitions, doors and any other surfaces not reached in nightly cleaning.

ii)                                      All VCT and similar type flooring to bewet mopped.

iii)                                   Wash all cleared desk tops and polish.

**Monthly**

i)                                         Complete all high and low dustingincluding picture frames, baseboards, moldings, door frames and positionartwork/frames in level condition.

ii)                                      Vacuum all upholstered furniture andplace correctly in an organized manner.

iii)                                   Dust clean all diffusers and ceilingventilators.

iv)                                  Dust clean all horizontal mini-blinds.

v)                                     Detail; vacuum all carpeted areasincluding corners, and edges under desks.

vi)                                  Spray buff all VCT flooring.

Quarterly

i)                                         Strip and recoat or top coat all VCTflooring.

**C.****                             ****Conference Rooms & ExecutiveOffices**

**        Daily**

i)                                         Hand dust and wipe clean all furnitureand place correctly in an organized manner.

ii)                                      Spot clean all walls, doors, windowsills, ledges and wall areas in accessible condition.

iii)                                   All carpeting and rugs to be vacuumed andspots removed.

iv)                                  Interior partition glass to be spotcleaned.

v)                                     Empty and clean waste receptaclesreplacing plastic liners when necessary, Trash can liners to be neatlyarranged.

**Weekly**

i)                                         Dust all vertical surfaces such as walls,partitions, doors and other surfaces not reached in nightly cleaning.

**Monthly**

i)                                         Complete all high and low dustingincluding picture frames, baseboards, moldings, door frames and positionartwork/frames in level condition.

ii)                                      Vacuum all upholstered furniture andplace correctly in an organized manner.

 

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iii)                                   Dust clean all diffusers and ceilingventilators.

iv)                                  Dust clean all horizontal mini blinds.

**D.****           ****Common Areas**

**Daily**

i)                                         All VCT and similar types of flooring tobe swept using approved dust down preparation. Spot mop to remove spillage.

ii)                                      Maintain common area floors and walls inclean condition.

iii)                                   All carpeting and rugs to be thoroughlyvacuumed and spots to be removed.

iv)                                  Dust and sanitize public telephones(where applicable).

**Quarterly**

i)                                         Clean carpet in GMH common areas.

**E. Cafeteria/Kitchen area/CoffeeAreas**

**                Daily**

i)                                         Damp wipe tables and chairs.

ii)                                      Dry and wet mop all floors in front ofservice areas (where applicable).

iii)                                   Clean microwave ovens inside and outside(where applicable).

iv)                                  Vacuum and spot clean all carpeted areas(where applicable).

v)                                     Empty and clean all waste receptacles(recyclable and non-recyclables), replacing liners when necessary. Trash canliners to be neatly arranged.

vi)                                  All glassware in kitchen area shall beput in dishwasher.

**Monthly**

i)                                         Complete all high and low dustingincluding picture frames, baseboards, moldings, door frames and positionartwork/frames in level condition.

ii)                                      Vacuum all upholstered furniture andplace correctly in an organized manner.

iii)                                   Dust clean all horizontal miniblinds.

iv)                                  Detail; vacuum all carpeted areasincluding corners, and edges under desks.

v)                                     Spray buff all VCT flooring.

**Quarterly**

i)                                    Strip and recoat or top scrub and topcoat all VCT flooring.

**F. Restrooms**

**                Daily**

i)                                         Sweep and wet mop floors with an approvedgermicidal element.

ii)                                      Polish all mirrors, bright work andenameled surfaces.

iii)                                   Wash and disinfect all basins, bowls, andurinals inside and out. Toilet seats to be cleaned on both sides.

iv)                                  Hand dust and clean partitions, tops ofledges, all towel, paper and sanitary napkin dispensers and receptacles.

v)                                     Clean air ventilating louvers wheneversoil is visible.

vi)                                  Refill all toilet tissue, soap, sanitarynapkins and towel dispensers. Cleaning service to supply.

 

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vii)                               Empty and clean thoroughly all wastereceptacles removing plastic liners when necessary.

**Weekly**

i)                                         Wash all restroom stall partitions andwalls adjacent to fixtures.

**Quarterly**

i)                                         Machine scrub restroom floors.

**G. Elevators**

**                Daily**

i)                 Carpeting to be vacuumed and spots removed.

ii)              Thoroughly clean interior of elevator cabs. Usecrevice tool for corner vacuuming.

iii)           Dust and wipe elevator doors.

iv)          Remove gum and foreign matter.

**H.Stairwells**

**                Daily**

i)                 Police for debris.

ii)              Spot mop stairs and landing or vacuum and removestains if carpeted.

**Weekly**

i)                 Thoroughly weep stairs and landings (whereapplicable).

ii)              Thoroughly wet mop stairs and landings (whereapplicable).

iii)           All handrails to be dusted.

iv)          Thoroughly vacuum stairs and landings (where applicable).

**I. DrinkingFountains/Water Coolers**

**        Daily**

i)                 Thoroughly wash, clean and sanitize all drinkingfountains and water coolers. Polish chrome and stainless steel.

 

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Schedule 40

 

CONSTRUCTION OVERSIGHTSERVICES

 

•                  BudgetManagement

-                                            Qualify abilityto complete based on Landlord’s requirement

-                                            Formulate andinstall control system

-                                            Continuedmonitoring during design phase

•                  ContractManagement

-                                            Contracts asmanagement tools

-                                            Procurement duediligence

-                                            Defineconstruction requirements

-                                            Refine contractlanguage

-                                            Refine termsand conditions

•                  Change OrderAdministration

-                                            Past experiencedevelops effective systems

-                                            Properinterpretation and documentation

-                                            Avoidancetechniques

•                  ProjectManagement

-                                            Completeoperational aspects of project delivery

-                                            Successfulinteraction of participants

-                                            Coordination ofteam efforts

•                  ScheduleManagement

-                                            Programschedule

-                                            Meet schedulingobjectives

-                                            Chartprogress/performance

•                  ProjectControls/Audits

-                                            Analyzeprocesses

-                                            Reviewdocumentation

 

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