Exhibit 10.7


 


FIRST
AMENDMENT TO DEED OF LEASE


 


THIS FIRST AMENDMENT TO DEED OF LEASE (“First Amendment”) is made this 22nd
day of April, 2005, by and between ARLINGTON OFFICE, L.L.C., a Delaware limited
liability company (“Landlord”), and WATSON WYATT & COMPANY, a Delaware
corporation (“Tenant”).


 


W I T N E S S E T H:


 


WHEREAS, by that certain Deed of Lease dated as of April 27, 2004
(the “Lease”), Landlord leased to Tenant, and Tenant leased from Landlord,
approximately 119,111 square feet of rentable area (the “Original Premises”)
consisting of (i) the entire fourth (4th) floor of the Building containing
approximately 28,591 square feet of rentable area, (ii) the entire fifth
(5th) floor of the Building containing approximately 28,591 square feet of
rentable area, (iii) the entire sixth (6th) floor of the Building
containing approximately 28,591 square feet of rentable area, (iv) the
entire seventh (7th) floor of the Building containing approximately 28,591
square feet of rentable area, and (v) approximately four thousand seven
hundred forty-seven (4,747) square feet of rentable area located on the eighth
(8th) floor of the Building (also referred to specifically as the “Initial
Eighth Floor Space”), in the building located at 901 North Glebe Road, Arlington,
Virginia (the “Building”), upon the terms and conditions set forth in the
Lease;


 


WHEREAS, Tenant desires to lease from Landlord, and Landlord desires to
lease to Tenant, an additional approximately 2,975 square feet of rentable area
located on the eighth (8th) floor of the Building (the “Additional Eighth Floor
Space”), upon the terms and conditions hereinafter set forth;


 


WHEREAS, the Original Premises and the Additional Eighth Floor Space are
hereinafter collectively referred to as the “Premises”;


 


WHEREAS, Landlord and Tenant desire to amend the Lease (i) to
provide for the performance of certain Common Area improvements on the eighth
(8th) floor of the Building by Tenant; (ii) to provide for the
construction by Tenant of certain storage space on the eighth (8th) floor of
the Building; (iii) to reflect their understanding and agreement with
regard to the lease of the Additional Eighth Floor Space; and (iv) to
otherwise amend the Lease, as more particularly set forth herein.


 


NOW, THEREFORE, for and in consideration of the mutual promises herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually agree
as follows:


 


Any capitalized terms used in
this First Amendment and not otherwise defined herein shall have the meanings
ascribed to them in the Lease.


 


The definition of “Premises” in
Section 1.B. of the Lease is hereby amended with respect to all periods
beginning on and after the date of this First Amendment by inserting the
following language at the end thereof:


 


“Notwithstanding the
foregoing, Landlord and Tenant acknowledge that Tenant has exercised its right
to increase the total rentable area of the Premises by leasing certain
additional space located on the eighth (8th) floor of the Building, and
Landlord and Tenant mutually agree that, as of the date of that certain First
Amendment to Deed of Lease (the ‘First Amendment’), the portion of the Premises
located on said eighth (8th) floor of the Building comprises 7,722 square feet
of rentable area on the eighth (8th) floor of the Building, as shown on Exhibit A-1
attached hereto and made a part hereof, so that, as of the date of said First
Amendment, the Premises comprises one hundred twenty-two thousand eighty-six
(122,086) square feet of rentable area, subject to Tenant’s right to remeasure
the Premises pursuant to Section 1.B. of this Lease.”


 


Section 4.A. of the Lease
(captioned “Base Rent”) is hereby amended as of the date of this First
Amendment as follows:


 


The
Base Rent schedule set forth in said Section 4.A. is deleted in its
entirety and the following Base Rent schedule is hereby inserted in lieu
thereof:


 


1





















 


	
  Lease
  Year

  	
   

  	
  Base Rent

  Per Square Foot 

  Per Annum

  	
   

  	
  Base
  Rent

  Per Annum

  	
   

  	
  Monthly

  Base Rent

  	
   

  
	
  1

  	
   

  	
  $

  	
  32.50

  	
   

  	
  $

  	
  3,967,795.00

  	
   

  	
  $

  	
  330,649.58

  	
   

  
	
  2

  	
   

  	
  $

  	
  33.31

  	
   

  	
  $

  	
  4,066,684.66

  	
   

  	
  $

  	
  338,890.39

  	
   

  
	
  3

  	
   

  	
  $

  	
  34.14

  	
   

  	
  $

  	
  4,168,016.04

  	
   

  	
  $

  	
  347,334.67

  	
   

  
	
  4

  	
   

  	
  $

  	
  34.99

  	
   

  	
  $

  	
  4,271,789.14

  	
   

  	
  $

  	
  355,982.43

  	
   

  
	
  5

  	
   

  	
  $

  	
  35.86

  	
   

  	
  $

  	
  4,378,003.96

  	
   

  	
  $

  	
  364,833.66

  	
   

  
	
  6

  	
   

  	
  $

  	
  36.76

  	
   

  	
  $

  	
  4,487,881.36

  	
   

  	
  $

  	
  373,990.11

  	
   

  
	
  7

  	
   

  	
  $

  	
  37.68

  	
   

  	
  $

  	
  4,600,200.48

  	
   

  	
  $

  	
  383,350.04

  	
   

  
	
  8

  	
   

  	
  $

  	
  38.62

  	
   

  	
  $

  	
  4,714,961.32

  	
   

  	
  $

  	
  392,913.44

  	
   

  
	
  9

  	
   

  	
  $

  	
  39.59

  	
   

  	
  $

  	
  4,833,384.74

  	
   

  	
  $

  	
  402,782.06

  	
   

  
	
  10

  	
   

  	
  $

  	
  40.58

  	
   

  	
  $

  	
  4,954,249.88

  	
   

  	
  $

  	
  412,854.16

  	
   

  
	
  11

  	
   

  	
  $

  	
  43.08

  	
   

  	
  $

  	
  5,259,464.88

  	
   

  	
  $

  	
  438,288.74

  	
   

  
	
  12

  	
   

  	
  $

  	
  44.16

  	
   

  	
  $

  	
  5,391,317.76

  	
   

  	
  $

  	
  449,276.48

  	
   

  



 


In the
first sentence of the paragraph immediately following the Base Rent schedule in
said Section 4.A., the language “one hundred nineteen thousand one hundred
eleven (119,111)” is hereby deleted and the following language is inserted in
lieu thereof: “one hundred twenty-two thousand eighty-six (122,086)”.


 


Notwithstanding anything to the
contrary contained in the Lease, including, but not limited to Section 3
of the Lease, the Work Agreement (Exhibit C to the Lease) and the Shell
Condition (Exhibit E to the Lease), Landlord and Tenant hereby acknowledge
and agree that Tenant shall perform those improvements in the Common Area on
the eighth (8th) floor of the Building which are set forth on Exhibit B
attached hereto and made a part hereof (the “8th Floor Common Area Improvements”)
in conjunction with Tenant’s performance of Tenant’s Work.  Under the Lease, Landlord had been obligated
to perform certain improvements in the Common Area on the eighth (8th) floor to
the Building standard level of finishes for Common Areas, but Tenant hereby
waives such requirement and shall instead perform such work in lieu of
Landlord, and therefore Landlord agrees to pay to Tenant the reasonable costs
of performance of such 8th Floor Common Area Improvements
(including, but not limited to, all architectural, engineering and building
permit fees incurred by Tenant with respect to such 8th Floor Common
Area Improvements) (“Landlord’s Common Area Allowance”) in consideration of
Tenant’s performance of such work. 
Tenant acknowledges and agrees that Tenant shall pay all costs of Tenant’s
upgrades (i.e., improvements above the Building standard level of finishes) to
the eighth (8th) floor Common Area.


 


Tenant shall provide completed, finished and detailed architectural
drawings and specifications for the 8th Floor Common Area Improvements for
Landlord’s review and written approval. 
The provisions of Section II of the Work Agreement shall govern the
performance of the 8th Floor Common Area Improvement (except that the time
within which Landlord must deliver to Tenant notice of Landlord’s approval or
disapproval of Tenant’s Engineering Plans and Specifications pursuant to
Paragraph 3.a of Section II of the Work Agreement shall be within five (5) business
days following Landlord’s receipt of same, rather than within thirteen (13)
business days following Landlord’s receipt of same).


 


Landlord hereby acknowledges that the 8th Floor Common Area
Improvements do not include the installation of bathrooms, mechanical rooms,
telephone closets, elevator shafts, doors or janitorial closets on the 8th
floor of the Building, which continue to constitute a portion of Landlord’s
Work and for the performance of which Landlord remains responsible under the
Lease.


 


Landlord shall reimburse Tenant for the costs incurred by Tenant for the
8th Floor Common Area Improvements, in the amount of Fifty Thousand
Eight Hundred Dollars ($50,800.00), in accordance with the disbursement
procedures set forth in the


 


2





















 


Work Agreement.


 


Notwithstanding anything to the
contrary contained in the Lease, including, but not limited to, Section 35
of the Lease (captioned “Storage Space”), Tenant hereby waives the obligation
of Landlord to make improvements to the Storage Space and shall instead build
out the storage space, comprising one thousand eight (1,008) usable square feet
of area on the eighth (8th floor of the Building, as more particularly
designated on Exhibit A-1 attached hereto and made a part hereof, in lieu
of Landlord.  Tenant shall provide
completed, finished and detailed architectural drawings and specifications for
the storage space buildout for Landlord’s review and written approval, and the
provisions of Section II of the Work Agreement shall govern Tenant’s
performance of the Storage Space Improvements (as hereinafter defined).  Tenant shall perform those improvements to
the Storage Space set forth on Exhibit C attached hereto and made a part
hereof (the “Storage Space Improvements”). 
Landlord shall reimburse Tenant for the reasonable costs incurred by
Tenant for the Storage Space Improvement (including, but not limited to, all
architectural, engineering and building permit fees incurred by Tenant with
respect to the Storage Space Improvements) in accordance with the disbursement
procedures set forth in the Work Agreement.


 


Landlord and Tenant agree that
the Storage Space shall not be considered part of the Premises for purposes of
calculation of the Base Rent under the Lease, and that, instead, Tenant shall
pay to Landlord the annual rent (the “Storage Space Rent”) set forth below, in
equal monthly installments (the “Monthly Storage Space Rent”), as follows:


 


	
  Lease Year

  	
   

  	
  Storage Space

  Rent Per

  Usable

  Square Foot

  Per Annum

  	
   

  	
  Storage Space

  Rent

  Per Annum

  	
   

  	
  Monthly

  Storage Space

  Rent

  	
   

  
	
  1

  	
   

  	
  $

  	
  15.00

  	
   

  	
  $

  	
  15,120.00

  	
   

  	
  $

  	
  1,260.00

  	
   

  
	
  2

  	
   

  	
  $

  	
  15.45

  	
   

  	
  $

  	
  15,573.60

  	
   

  	
  $

  	
  1,297.80

  	
   

  
	
  3

  	
   

  	
  $

  	
  15.91

  	
   

  	
  $

  	
  16,037.28

  	
   

  	
  $

  	
  1,336.44

  	
   

  
	
  4

  	
   

  	
  $

  	
  16.39

  	
   

  	
  $

  	
  16,521.12

  	
   

  	
  $

  	
  1,376.76

  	
   

  
	
  5

  	
   

  	
  $

  	
  16.88

  	
   

  	
  $

  	
  17,015.04

  	
   

  	
  $

  	
  1,417.92

  	
   

  
	
  6

  	
   

  	
  $

  	
  17.39

  	
   

  	
  $

  	
  17,529.12

  	
   

  	
  $

  	
  1,460.76

  	
   

  
	
  7

  	
   

  	
  $

  	
  17.91

  	
   

  	
  $

  	
  18,053.28

  	
   

  	
  $

  	
  1,504.44

  	
   

  
	
  8

  	
   

  	
  $

  	
  18.45

  	
   

  	
  $

  	
  18,597.60

  	
   

  	
  $

  	
  1,549.80

  	
   

  
	
  9

  	
   

  	
  $

  	
  19.00

  	
   

  	
  $

  	
  19,152.00

  	
   

  	
  $

  	
  1,596.00

  	
   

  
	
  10

  	
   

  	
  $

  	
  19.57

  	
   

  	
  $

  	
  19,726.56

  	
   

  	
  $

  	
  1,643.88

  	
   

  
	
  11

  	
   

  	
  $

  	
  20.16

  	
   

  	
  $

  	
  20,321.28

  	
   

  	
  $

  	
  1,693.44

  	
   

  
	
  12

  	
   

  	
  $

  	
  20.76

  	
   

  	
  $

  	
  20,926.08

  	
   

  	
  $

  	
  1,743.84

  	
   

  



 


Landlord hereby approves Tenant’s
Architectural Drawings and Specifications and Tenant’s Engineering Plans and
Specifications as described on Exhibit O attached hereto and made a part
hereof.


 


Tenant hereby acknowledges that
all items contained in the Landlord’s Turnover Condition Punch-List ( as defined in said Paragraph 1.f of Section I of the
Work Agreement) have been completed.


 


The Tenant Allowance is hereby
increased by One Hundred Sixty-Four Thousand Nine Hundred Fifty-One and 50/100
Dollars ($164,951.50) (the “Tenant Allowance Increase”), as follows:


 


in
full resolution of a controversy which has arisen between Landlord and Tenant
as to whether Landlord’s construction of dropped ceilings in the Premises as
part of Landlord’s Work complies with the Base Building Plans, Landlord shall
pay to Tenant


 


3





















 


the
sum of Fifteen Thousand Dollars ($15,000), and Tenant hereby irrevocably waives
any claims which it has or may have had with respect to the compliance of such
dropped ceilings with the Base Building Plans


 


in accordance with the last
sentence of Paragraph 1.a. of Section I of the Work Agreement, and in
settlement of any claims that Tenant has or may have had concerning whether
certain VAV boxes were installed by Landlord in places other than as required
by the Base Building Plans (Tenant hereby irrevocably waiving all such claims),
Landlord shall pay to Tenant the sum of Thirty-Four Thousand Four Hundred
Eighty-Six Dollars ($34,486.00); 


 


also in accordance with the
last sentence of Paragraph 1.a. of Section I of the Work Agreement,
Landlord shall pay to Tenant the sum of One Hundred Eight Thousand Four Hundred
Sixty-Five and 50/100 Dollars ($108,465.00) as reimbursement for certain VAV
boxes which have been requested by Tenant in excess of the number of such VAV
boxes which were provided for in the Base Building Plans and which additional
VAV boxes were not installed by Landlord; 


 


as provided in the Lease,
Landlord shall pay to Tenant the sum of Five Thousand Dollars ($5,000.00) as
reimbursement of costs incurred by Tenant in bringing fiber cable from the
Building to the Premises; and


 


as
was set forth in the Landlord’s Turnover Condition Punch-List, Landlord shall
pay to Tenant the sum of Two Thousand Dollars ($2,000.00) for switchgear
conduit removal.


 


The Tenant Allowance Increase shall become part of the Tenant Allowance
and shall be paid by Landlord to Tenant at the time that installments of the
Tenant Allowance are required to be paid pursuant to the Work Agreement.


 


Notwithstanding anything to the
contrary set forth in the Lease (including, but not limited to, the Work
Agreement), Tenant acknowledges that it has requested that Landlord cease
installation of window blinds in the Premises until Tenant’s general contractor
who is performing Tenant’s Work requests Landlord in writing to install such
window blinds, at which time Landlord shall install such window blinds within
thirty (30) days following Landlord’s receipt of Tenant’s general contractor’s
written request; provided, however, that in no event shall the fact that the
window blinds were not installed as and when originally provided in the Lease
constitute a Landlord Delay.


 


Landlord and Tenant acknowledge
that, because of Landlord’s placement of a certain strobe light in the lobby of
the Building, the Approved Lobby Sign which is provided for in Section 39.B.
of the Lease can not be installed in the location shown on Exhibit J-3 to
the Lease, and that Landlord and Tenant have agreed as follows:  Notwithstanding anything to the contrary in
said Section 39.B., in lieu of Tenant having the right to install one
Approved Lobby Sign, (i) Tenant shall have the right to install two (2) signs
in the main lobby of the Building, (ii) Exhibit J-3 attached hereto
shall become Exhibit J-3 to Lease, (iii) the second sign which Tenant
shall have the right to install in the main lobby of the Building shall be in
the location shown on Exhibit J-4 attached hereto and made a part hereof,
which Exhibit J-4 attached hereto shall become Exhibit J-4 to the
Lease, and (iv) wherever used in the Lease, the term “Approved Lobby Sign”
is hereby deleted and the term “Approved Lobby Signs” is hereby inserted in its
place.  In consideration of Landlord’s
granting the right to install the Approved Lobby Signs to Tenant, Tenant hereby
irrevocably waives any claims which it has or may have had as a result of the
inability to place the previously Approved Lobby Sign in the location
contemplated by original Exhibit J-3 to the Lease.


 


Attached hereto as Exhibit P and made a part hereof is (a) Tenant’s
plan for each of the signs to be placed in the location shown on Exhibit J-3,
and the size of said sign shown on said Exhibit J-3 is hereby approved by
Landlord, and Tenant’s plan for the sign to be placed in the location shown on Exhibit J-4,
and the size of said sign shown on said Exhibit J-4 is hereby approved by
Landlord.


 


4





















 


Landlord and Tenant hereby
acknowledge and agree that Landlord delivered possession of the Premises to
Tenant in Turnover Condition on January 15, 2005 and that thus January 15,
2005 constitutes the Turnover Date under the Lease.


 


Landlord and Tenant hereby
acknowledge and agree that, as of the date of this First Amendment, there does
not exist and has not previously existed any Landlord Delays, Force Majeure
Delays, or Unavoidable Delays with respect to Tenant’s Work or Landlord’s Work.


 


The Lease is further amended (i) by
deleting Exhibit A in its entirety and inserting Exhibit A-1 in lieu
thereof, which Exhibit A-1 is attached hereto and incorporated into the
Lease, (ii) by deleting Exhibit J-3 in its entirety and inserting Exhibit J-3
hereto in lieu thereof, and (iii) by inserting Exhibits J-4, O and P
therein, which Exhibits J-4, O and P are attached hereto and incorporated into
the Lease.


 


Landlord and Tenant represent
and warrant to each other that the person signing this First Amendment on its
behalf has the requisite authority and power to execute this First Amendment
and to thereby bind the party on whose behalf it is being signed.


 


Landlord and Tenant each
warrants to the other that in connection with this Lease it has not employed or
dealt with any broker, agent or finder, other than the Brokers set forth in Section 1.K.
of the Lease.  Landlord acknowledges that
Landlord shall pay any commission or fee due to Jones Lang LaSalle, as agent of
Landlord, and Equis Corporation, as agent of Tenant, pursuant to a separate
agreement.  Each party shall indemnify
and hold the other harmless from and against any claim for brokerage or other
commissions asserted by any broker, agent or finder employed by such party or
with whom such party has dealt other than the Brokers.


 


Except as
expressly amended and modified herein, all terms, conditions and provisions of
the Lease shall remain unmodified and in full force and effect.  In the event of any conflict between the
terms and conditions of the Lease and the terms and conditions of this First
Amendment, the terms and conditions of this First Amendment shall govern and
control.


 


IN WITNESS WHEREOF, Landlord and Tenant have executed this First
Amendment to Deed of Lease as of the day and year first hereinabove written.


 


	
  WITNESS:

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  ARLINGTON OFFICE, L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JBG/Company Manager,
  L.L.C.,

  	
   

  
	
   

  	
   

  	
  a Delaware limited
  liability company

  Its Managing Member

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ken Finkelstein

  	
   

  	
   

  	
  By:

  	
  /s/ Michael Glosserman 

  	
  [SEAL]

  
	
  Name: Ken Finkelstein

  	
   

  	
  Name:
  Michael Glosserman

  Managing Member

  
								



 


	
  WITNESS:

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  WATSON WYATT &
  COMPANY,

  a Delaware corporation

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael Brendes

  	
   

  	
  By:

  	
  /s/ Carl D. Mautz

  	
  [SEAL]

  
	
  Name: Michael Brendes

  	
   

  	
   

  	
  Carl D. Mautz

  
	
   

  	
   

  	
   

  	
  Vice President and Chief
  Financial

  Officer

  
							



 


5