ex10j.htm


    EXHIBIT
10j

    


    


    


    First Amendment to
Lease

    


    This First Amendment to
Lease (this “Amendment”) is dated as of
this 24th_ day of September 2009 (the “Effective Date”), between 30
SOUTH 15TH ASSOCIATES, L.P., a Delaware limited partnership, (“Landlord”) and UNITED BANK OF
PHILADELPHIA, a corporation organized under the laws of Pennsylvania (“Tenant”).

    Background

    


    A.      The
Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18
(predecessor in title to Landlord) and Tenant entered into a lease dated January
25, 2005 (the “Original
Lease”; the Original Lease together with this Amendment are,
collectively, referred to as the “Lease”), pursuant to which
Tenant leases from Landlord certain premises consisting of approximately 10,273
rentable square feet of office space (the “Original Premises”) on the
twelfth (12th)
floor (designated as Suite 1200) of the building located at 30 South 15th
Street, Philadelphia, Pennsylvania (the “Building”).  The
term of the Lease currently expires on March 31, 2015.

    B.      Tenant
desires to lease from Landlord certain additional space comprising of 2,673
rentable square feet, depicted on Exhibit “A” attached
hereto, located on the first (1st)
floor of the Building (the “Expansion Premises”), as an
expansion of the Premises (the Expansion Premises together with the Original
Premises, hereinafter referred to as the “Premises”).

    C.      Landlord
and Tenant desire to amend the Lease under the terms and conditions set forth
below.

    Now, Therefore, the
parties hereto, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound, agree as
follows:

     

    Definitions.  All
capitalized terms not otherwise defined herein shall have the same meanings
ascribed to them in the Lease.

     

    Expansion
Premises.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Lease of
Expansion Premises.  Effective as of October
1, 2009 (the “Expansion Premises Commencement Date”), and continuing through the
expiration of the Lease Term or earlier termination thereof as provided in the
Original Lease or this Amendment, Landlord agrees to demise and lease the
Expansion Premises unto Tenant, and Tenant agrees to lease and take the same
from Landlord.

    Modifications to and
Additions of Certain Lease Terms.  From and after the Expansion
Premises Commencement Date through the expiration of the Term: (i) the term
“Premises” wherever it appears in the Lease and this Amendment shall mean and
apply to the Original Premises and the Expansion Premises, and such space shall
be subject to the terms of the Lease, including without limitation the covenants
of Tenant to pay Base Rent, Use and Occupancy Taxes and Tenant’s proportionate
share of increases in Operating Costs and Property Taxes over the Base Year
amounts; (ii) all references to the rentable area of the Premises shall be
deemed to be Twelve Thousand Nine Hundred Forty Six (12,946) square feet; (iii)
“Tenant’s Pro Rata Share of Operating Costs” is 12,946/236,152 = five and four
hundred eighty two thousandths percent (5.482%), which shall be final,
conclusive and controlling during the Lease Term for all purposes; (iv)
“Tenant’s Pro Rata Share of Property Taxes” is 12,946/236,152 = five and four
hundred eighty two thousandths percent (5.482%), which shall be final,
conclusive and controlling during the Lease Term for all purposes; and (v)
“Tenant’s Pro Rata Share of Use and Occupancy Taxes” is 12,946/236,152 = five
and four hundred eighty two thousandths percent (5.482%), which shall be final,
conclusive and controlling during the Lease Term for all purposes.

    Base
Rent.

    Original
Premises.  Tenant shall continue to pay Landlord Base Rent for the
Original Premises in equal monthly installments as provided in the Original
Lease through the expiration of the Lease Term.

    Expansion
Premises.  Effective as of the Expansion Premises Commencement Date
and through the expiration of the Lease Term, Tenant shall pay Landlord Base
Rent for the Expansion Premises in equal monthly installments at the rate and in
the amounts set forth below:

    
      
        	
                Lease Year (Period)

              	
                Base Rent/RSF

              	
                Annual Base Rent

              	
                Monthly Base Rent

              
	
                10.1.09
      – 9.30.10

              	
                $29.00

              	
                $77,517.00

              	
                $6,459.75

              
	
                10.1.10
      – 9.30.11

              	
                $30.00

              	
                $80,190.00

              	
                $6,682.50

              
	
                10.1.11
      – 9.30.12

              	
                $31.00

              	
                $82,863.00

              	
                $6,905.25

              
	
                10.1.12
      – 9.30.13

              	
                $32.00

              	
                $85,536.00

              	
                $7,128.00

              
	
                10.1.13
      – 9.30.14

              	
                $33.00

              	
                $88,209.00

              	
                $7,350.75

              
	
                10.1.14
      – 3.31.15

              	
                $34.00

              	
                $90,882.00

              	
                $7,573.50

              


      



    Base Rent shall be paid in advance,
without notice or demand, and without counterclaim or setoff, on the first day
of each calendar month during the term of the Lease, in the same manner as is
set forth in the Lease.

    Notwithstanding anything to the
contrary set forth in the Original Lease or this Amendment, (A) the Full
Abatement Periods (as defined in the Original Lease) shall not apply to, nor
have any effect on, Tenant’s obligation to pay Base Rent with respect to the
Expansion Premises throughout the balance of the Lease Term
as   provided above, and (B) in addition to Tenant’s obligation
to make monthly payments of Base Rent and Additional Rent (as described in the
Original Lease) with respect to the Expansion Premises, Tenant agrees to
reimburse or pay Landlord, within five (5) days after its receipt of an invoice,
for any and all expenses incurred by Landlord for Tenant’s electricity usage in
the Expansion Premises during the Lease Term.

    Condition of Expansion
Premises.  Tenant agrees to accept the Expansion Premises in
its present condition and without any additional representation and warranties
made by Landlord in the Lease with respect to the Expansion
Premises.  Landlord is leasing and Tenant is accepting the Expansion
Premises in its “As-Is, Where-Is” condition, and Tenant acknowledges that,
except as expressly set forth in the Lease and this Amendment, Landlord has not
made, nor shall Landlord be deemed to 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    have
made, any representation or warranty, express or implied, with respect to said
space.

     

    Lease
Security Deposit.  Upon execution of this Amendment, Tenant shall pay
to Landlord the sum of $6,459.75 (i.e., one month’s Base Rent relating to the
Expansion Premises) (the “Additional Lease Security
Deposit”), which
Additional Lease Security Deposit shall be combined with the original Lease
Security Deposit (i.e., $14,339.40) and become a part
thereof.  Following payment of the Additional Lease Security Deposit,
the definition of “Lease Security Deposit” in Section 1 of the Original Lease is
hereby deleted in its entirety and replaced with the
following:

    “Lease Security
Deposit:  The cash sum of Twenty Thousand Seven Hundred Ninety
Nine and 15/100 Dollars ($20,799.15).”

     

    Confession of
Judgment.  The Confession of Judgment provisions contained in the
Original Lease are hereby confirmed and restated in their entirety as
follows:

     

    “CONFESSION OF
JUDGMENT.  SUBSECTION (i) BELOW CONTAINS A WARRANT OF ATTORNEY
AUTHORIZING ANY PROTHONOTARY, CLERK OF COURT, ATTORNEY OF ANY COURT OF RECORD
AND/OR LANDLORD (AS WELL AS SOMEONE ACTING FOR LANDLORD) TO APPEAR FOR, AND
CONFESS JUDGMENT AGAINST, TENANT, WITHOUT ANY PRIOR NOTICE OR AN OPPORTUNITY TO
BE HEARD.  SUBSECTION (i) BELOW ALSO PERMITS LANDLORD TO EXECUTE UPON
THE CONFESSED JUDGMENT WHICH COULD HAVE THE EFFECT OF DEPRIVING TENANT OF ITS
PROPERTY WITHOUT ANY PRIOR NOTICE OR AN OPPORTUNITY TO BE
HEARD.  TENANT HEREBY ACKNOWLEDGES THAT IT HAS CONSULTED WITH AN
ATTORNEY REGARDING THE IMPLICATIONS OF THESE PROVISIONS AND TENANT UNDERSTANDS
THAT IT IS BARGAINING AWAY SEVERAL IMPORTANT LEGAL
RIGHTS.  ACCORDINGLY, TENANT HEREBY KNOWINGLY, INTENTIONALLY,
VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY RIGHTS THAT IT MAY HAVE UNDER THE
CONSTITUTION AND/OR LAWS OF THE UNITED STATES OF AMERICA AND THE COMMONWEALTH OF
PENNSYLVANIA TO PRIOR NOTICE AND/OR AN OPPORTUNITY FOR HEARING WITH RESPECT TO
BOTH THE ENTRY OF SUCH CONFESSED JUDGMENT AND ANY SUBSEQUENT ATTACHMENT, LEVY OR
EXECUTION THEREON.  TENANT EXPRESSLY WARRANTS AND REPRESENTS THAT THE
FOLLOWING WARRANT OF ATTORNEY TO CONFESS JUDGMENT HAS BEEN AUTHORIZED EXPRESSLY
BY ALL PROPER ACTION OF THE BOARD OF DIRECTORS OF
TENANT.  NOTWITHSTANDING ANYTHING CONTAINED IN SUBSECTION (i) BELOW,
THE SUBSECTION AND THE AUTHORITY GRANTED TO LANDLORD THEREIN IS NOT AND SHALL
NOT BE CONSTRUED TO CONSTITUTE A “POWER OF ATTORNEY” AND IS NOT GOVERNED BY THE
PROVISIONS OF 20 Pa.C.S.A. §§5601-5611.  FURTHERMORE, AN ATTORNEY OR
OTHER PERSON ACTING UNDER THESE SUBSECTIONS SHALL NOT HAVE ANY FIDUCIARY
OBLIGATION TO THE TENANT AND, WITHOUT LIMITING THE FOREGOING, SHALL HAVE NO DUTY
TO: (1) EXERCISE THESE POWERS FOR THE BENEFIT OF THE TENANT, (2) KEEP SEPARATE
ASSETS OF TENANT FROM THOSE OF SUCH ATTORNEY OR OTHER PERSON ACTING UNDER THESE
SUBSECTIONS, (3) EXERCISE REASONABLE CAUTION OR PRUDENCE ON BEHALF OF TENANT, OR
(4) KEEP A FULL AND ACCURATE RECORD OF ALL ACTIONS, RECEIPTS AND DISBURSEMENTS
ON BEHALF OF TENANT.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    (i)           CONFESSION OF JUDGMENT FOR
POSSESSION.  TENANT COVENANTS AND AGREES THAT UPON THE OCCURRENCE OF
AN EVENT OF DEFAULT, OR IF THIS LEASE IS TERMINATED OR THE LEASE TERM OR ANY
EXTENSIONS OR RENEWALS THEREOF ARE TERMINATED OR EXPIRE, THEN LANDLORD MAY,
WITHOUT LIMITATION, CAUSE JUDGMENTS IN EJECTMENT FOR POSSESSION OF THE LEASED
PREMISES TO BE ENTERED AGAINST TENANT AND, FOR THOSE PURPOSES, TENANT HEREBY
GRANTS THE FOLLOWING WARRANT OF ATTORNEY:  (a) TENANT HEREBY
IRREVOCABLY AUTHORIZES AND EMPOWERS ANY PROTHONOTARY, CLERK OF COURT, ATTORNEY
OF ANY COURT OF RECORD AND/OR LANDLORD (AS WELL AS SOME ONE ACTING FOR LANDLORD)
IN ANY ACTIONS COMMENCED FOR RECOVERY OF POSSESSION OF THE LEASED PREMISES TO
APPEAR FOR TENANT AND CONFESS OR OTHERWISE ENTER JUDGMENT IN EJECTMENT FOR
POSSESSION OF THE LEASED PREMISES AGAINST TENANT AND ALL PERSONS CLAIMING
DIRECTLY OR INDIRECTLY BY, THROUGH OR UNDER TENANT, AND THEREUPON A WRIT OF
POSSESSION MAY FORTHWITH ISSUE AND BE SERVED, WITHOUT ANY PRIOR NOTICE, WRIT OR
PROCEEDING WHATSOEVER; AND (b) IF, FOR ANY REASON AFTER THE FOREGOING ACTION OR
ACTIONS SHALL HAVE BEEN COMMENCED, IT SHALL BE DETERMINED THAT POSSESSION OF THE
LEASED PREMISES SHOULD REMAIN IN OR BE RESTORED TO TENANT, LANDLORD SHALL HAVE
THE RIGHT TO COMMENCE ONE OR MORE FURTHER ACTIONS AS HEREINBEFORE SET FORTH TO
RECOVER POSSESSION OF THE LEASED PREMISES INCLUDING APPEAR­ING FOR TENANT
AND CONFESSING OR OTHERWISE ENTERING JUDGMENT FOR POSSESSION OF THE LEASED
PREMISES AS HEREINBEFORE SET FORTH.

    (ii)           Proceedings.  In
any procedure or action to enter judgment by confession pursuant to Subsection
(i) above: (a) if Landlord shall first cause to be filed in such action an
affidavit or averment of the facts constituting the Event of Default or
occurrence of the condition precedent, or event, the happening of which default,
occurrence or Event of Default authorizes and empowers Landlord to cause the
entry of judgment(s) by confession, such affidavit or averment shall be
conclusive evidence of such facts, Events of Default, occurrences, conditions
precedent or events; and (b) if a true copy of this Lease (and of the truth of
which such affidavit or averment shall be sufficient evidence) be filed in such
procedure or action, it shall not be necessary to file the original as a warrant
of attorney, any rule of court, custom, or practice to the contrary
notwithstanding.

    (iii)           Waivers by Tenant of Errors
and Notice to Quit.  Tenant hereby releases to Landlord and to
any attorneys who may appear for Landlord all errors in any procedure(s) or
action(s) to enter judgment(s) by confession by virtue of the warrants of
attorney contained in this Lease, and all liability therefor.  Tenant
further authorizes the prothonotary, or any clerk of any court of record to
issue a writ of execution or other process.  If proceedings shall be
commenced to recover possession of the Premises either at the end of the Lease
Term or sooner termination of this Lease, or for non-payment of Rent or for any
other reason, Tenant specifically waives the right to the ten (10), fifteen (15)
or thirty (30) days’ notice to quit required by 68 P.S. §250.501, as amended,
and agrees that notice under either Pa.R.C.P. 2973.2 or Pa.R.C.P. 2973.3, as
amended from time to time, shall be sufficient in either or any such
case.

    (iv)           Rights of Assignee of
Landlord.  The right to enter judgment(s) against Tenant by
confession and to enforce all of the other provisions of this Lease may at the
option of any assignee of this Lease, be exercised by any assignee of the
Landlord’s right, title and 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    interest
in this Lease in his, her or their own name, any statute, rule of court, custom,
or practice to the contrary notwithstanding.”

     

    Other Lease
Provisions.

    Definition
of Manager.  The definition of “Manager” in
Section
1 of the Original Lease
is hereby deleted in its entirety and replaced with the
following:

     

    “Manager:  GH
Management, LLC, or its replacement as specified by written notice from Landlord
to Tenant.”

    Definition
of Manager’s Address.  The definition of “Manager’s Address”
in Section
1 of the Original Lease
is hereby deleted in its entirety and replaced with the
following:

    “Manager’s
Address:  30 South 15th Street - Suite 1000, Philadelphia,
Pennsylvania 19102, which address may be changed by written notice from Landlord
to Tenant.”

    Designated Address of
Landlord.  The designated address for Landlord as set forth on
the signature page to the Original Lease is hereby deleted in its entirety and
replaced with the following:

    “30
South 15th Associates, L.P.

    30
South 15th Street, Suite 1000

    Philadelphia,
PA 19102

    Attention:
David Dinenberg

    Facsimile:  (215)
496-8350

    with
copies to:

    The
Union Labor Life Insurance Company

    on behalf of Separate Account
U

    8403
Colesville Road

    Silver
Spring, MD 20910-6311

    Attn:
Kevin Justh, Assistant Vice President

    Facsimile:  (202)
682-7932

    


    with
a copy to Manager at:

    GH
Management, LLC

    30
South 15th Street, Suite 1000

    Philadelphia,
PA 19102

    Attention:
David Dinenberg

    Facsimile:  (215)
496-8350”

    Option to
Extend.  Section 2.2.2 of the
Original Lease is hereby deleted in its entirety and replaced with the
following:

    “2.2.2           Option to
Extend.  While the Lease is in full force and effect, provided
the Tenant is not in default of any of the terms, covenants and conditions
thereof, beyond any applicable notice and cure periods, and further provided
that United Bank of Philadelphia is itself occupying all of the Premises then
demised to Tenant, in each case both as of the time of option exercise and as of
the commencement of the herein additional term, Tenant shall have the right or
option (the “Extension
Option”) to extend the original term of this Lease for one (1) period of
five (5) years (the “Option
Period”).  Such extension of the Lease Term shall apply to the
entire Premises (i.e., the Original Premises and the Expansion Premises) and be
on the same terms, covenants and conditions as provided for in the original term
except that (a) Tenant shall have no further option to extend the Lease Term,
(b) the Base Rent shall be ninety-five percent (95%) of the fair market value of
the Premises, with fair market value being determined by Landlord, taking into
account new leases then currently being negotiated or executed in comparable
space located in the Building, including provisions for subsequent increases and
other adjustments, allowances for tenant improvements and other market
incentives, or if no new leases are then being negotiated or executed in the
Building, the fair market rental value shall be determined by Landlord taking
into account new 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    leases
then being negotiated or executed for comparable space located elsewhere in
similar office properties or equivalent buildings located in Philadelphia,
Pennsylvania (the fair market rental value as determined by Landlord in
accordance with this clause (b) is referred to herein as the “Fair Market Rental
Value”), provided, however, that in no event shall the Base Rent on
account of any additional term be less than the annual Base Rent payable for the
Premises, respectively, as of the date immediately preceding the commencement of
such additional term, and (c) Landlord shall have no obligation to prepare,
refurbish or construct the Premises or any part thereof prior to the
commencement of the Option Period or otherwise provide any amount of improvement
allowance in respect of the Premises.  Notice (the “Option Notice”) of
Tenant’s intention to exercise the Extension Option must be given to Landlord,
in writing, at least twelve (12) months prior to the then current expiration of
the Lease Term or the Extension Option shall lapse and be of no further force or
effect, time being of the essence.  Notwithstanding anything in the
foregoing to the contrary, if Tenant is not satisfied with Landlord’s
determination of the Fair Market Rental Value, Tenant may vitiate its prior
election to exercise the Extension Option by providing written notice of same to
Landlord within three (3) business days following the date on which Tenant was
provided with Landlord’s determination of said Fair Market Rental Value, in
which case the Lease will then expire as originally scheduled (i.e., March 31,
2011); provided, however, that Tenant shall have no right to vitiate its prior
election to exercise the Extension Option if the Base Rent applicable during the
Option Period will be equal to the Base Rent payable for the Premises as of the
date immediately preceding the commencement of such additional
term.”

    Early Termination
Right.  Section 2.2.3 of the
Original Lease is hereby deleted in its entirety.

    Pre-Approved
Subletting.  Section 4.16.8 of the Original lease is hereby
deleted in its entirety and replaced with the following:

    “Notwithstanding
any contrary provision in the previous subparagraphs of this paragraph, Landlord
shall: (a) consent to and approve a proposed sublet of the Premises to The
African American Chamber of Commerce (the “AACC”); and/or (b)
consent to and approve a proposed assignment or subletting of the Premises where
(i) the assignment or subletting is to an affiliate or wholly-owned subsidiary
of the Tenant or a reorganized entity under which no change of ownership has
occurred, provided that Tenant has delivered to Landlord satisfactory evidence
of the foregoing, (ii) the proposed assignee or subtenant has delivered to
Landlord satisfactory evidence of financial worth (less goodwill) equal to or
greater than that of Tenant as of the execution date of this Lease, and (iii)
Tenant has satisfied the requirements of Section 4.16.2 hereof.  If
the Premises is sublet to the AACC (as described in clause (a) above), Landlord
hereby acknowledges and agrees that the AACC shall not be obligated to pay Use
and Occupancy Taxes on the portion of the Premises that it occupies so long as
(A) the AACC provides Landlord with a certificate (and such additional
information as may be requested) evidencing the AACC’s status as a non-profit
organization exempt from real estate and related taxes, and (B) such certificate
(and any such additional information as may be requested), following submission
by Landlord, is accepted and acknowledged by the City of Philadelphia to, in
fact, exempt the AACC from application of Use and Occupancy Taxes.”

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    Tenant’s Work
Performance.  The third and fourth sentences of Section 4.5 of the
Lease are deleted in their entirety and replaced with the
following:

    “Any
Tenant Alterations and/or Tenant’s Work to be performed under the Lease shall be
performed by contractors employed by Tenant under one or more construction
contracts, in form and content approved in advance in writing by Landlord, and
all such contractors and any subcontractors at any tier performing (a) any
construction, repair or restoration including, without limitation, refurbishment
or renovation, improvements, build-out, alterations, additions, remodeling,
painting and installations of fixtures, mechanical, electrical, plumbing, data,
security, telecommunication, or elevator equipment or with respect to any other
construction work and transportation of major construction materials, in, on, or
to the Premises (or any part thereof) shall have collective bargaining
agreements with unions affiliated with the Building and Construction Trades
Department of the AFL-CIO as of January 1, 2001 and (b) any maintenance or
operational services in, on, or to the Premises (or any part thereof) shall have
collective bargaining agreements with unions affiliated with the
AFL-CIO  on June 1, 2005.   Tenant agrees that in the
event a disagreement arises relating to the jurisdiction over work performed by
any such contractor in the Premises, Tenant shall use its best efforts to
resolve any such disagreement promptly and, if necessary, strongly encourage the
parties involved to enter into binding arbitration on an expedited
basis.  In addition, all such contracts shall require that all
contractors and subcontractors affirmatively agree to pay prevailing wages and
fringe benefits to the appropriate employee benefit plan(s) in accordance with
applicable collective bargaining agreement(s).  If Tenant or any
contractor utilizes workers who are members of the International Union of
Bricklayers & Allied Craftworkers, Tenant shall (or shall cause such
contractor(s) to) obtain a bond or surety which, in total, is sufficient to
cover all wages and fringe benefits to be paid during the course of the services
to such members.  The bond shall be payable to the Bricklayers &
Trowel Trades International Pension Fund and the applicable local
union(s).”

    Landlord’s Authorized
Agents.  The following provision is hereby added to the
Lease:

    “6.11  Landlord’s Authorized
Agents.  Notwithstanding anything contained in the Lease to the
contrary, including without limitation, the definition of Landlord’s Agents,
only officers or authorized signatories of 30 South 15th
Associates, L.P., are authorized to amend, renew or terminate this Lease, or to
compromise any of Landlord’s claims under this Lease or to bind Landlord in any
manner.  Without limiting the effect of the previous sentence, no
property manager or broker shall be considered an authorized agent of Landlord
to amend, renew or terminate this Lease, to compromise any of Landlord’s claims
under this lease or to bind Landlord in any manner.”

     

    Mutual Representations and
Warranties.  Landlord and Tenant represent and warrant to each other
respectively that:

    they
have the requisite power and authority to enter into this
Amendment;

    they
have received all necessary and appropriate approvals and authorizations to
execute and perform their respective obligations set forth in this
Amendment;

    the
signatories executing this Amendment on behalf of Landlord and Tenant have been
duly authorized and empowered to execute this Amendment on behalf of Landlord
and Tenant, respectively;

    this
Amendment is valid and shall be binding upon and enforceable against Landlord
and Tenant and their respective successors and assigns and shall inure to the
benefit of Landlord and Tenant 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    and
their respective successors and assigns;

    the
Lease remains in full force and effect free from default and free from the
occurrence of an event which but for the passage of time or the service of
notice or both would constitute an Event of Default thereunder by either party
thereto; and

    neither
party has assigned its rights under the Lease.

     

    Ratification of
Lease.  Except as herein modified and amended, each and every
covenant, condition, warranty and agreement of the Original Lease is hereby
ratified and affirmed in its entirety and shall apply with full force and effect
during the full term of the Lease.

     

    Final
Agreement.  This Amendment and the Original Lease cover in full, each
and every final agreement of every kind or nature whatsoever between Landlord
and Tenant concerning the Premises, and all preliminary negotiations and
agreements whatsoever of every kind or nature are merged in the
Lease.  Neither the Lease nor this Amendment may be changed or
modified in any manner other than by written amendment or modification executed
by Landlord and Tenant.  Except as expressly provided for herein or
where the context requires, in order to conform the terms and conditions of the
Lease to the above, the terms and conditions of the Lease shall remain
unmodified and are hereby ratified and confirmed.

     

    Brokers.  Except
for the brokerage commissions, if any, payable by Landlord to Jones Lang LaSalle
Americas, Inc. (the “Broker”) with
respect to this Amendment to Lease, Tenant and Landlord warrant to one another
that each has had no dealings with any broker or agent, other than Broker, in
connection with the negotiation or execution of this Amendment, and each of
Tenant and Landlord will indemnify the other and hold the other harmless from
and against any and all costs, expenses or liability for commissions or other
compensation or charge claimed by any other broker or agent, other than Broker,
with respect to this Amendment due to a misrepresentation by such
party.

     

    No
Presumption.  This Amendment is the product of negotiations between
the parties.  As such, this Amendment shall not be construed against
one party or another merely because such party drafted some part or all of this
Amendment.

     

    Counterparts.  This
Amendment may be executed simultaneously or in two (2) or more counterparts,
each of which shall be deemed an original but which together shall constitute
one and the same instrument.  Telecopied signatures may be relied upon
as originals.

     

    Headings.  The
marginal or topical headings of the several articles, paragraphs and clauses are
for convenience only and do not define, limit or construe the contents of such
articles, sections, paragraphs and clauses.

    


    [Signatures
follow on the next page]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    In Witness Whereof, the
parties hereto have caused this Amendment to be executed by their duly
authorized representatives as of the date and year first above
written.

    


    
      	 
      	
              Tenant:

            
	 
      	 
      	 
      
	 
      	
              UNITED
      BANK OF PHILADELPHIA, a

            
	 
      	
              Pennsylvania
      corporation

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              _________________________________

            
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              Landlord:

            
	 
      	 
      	 
      
	 
      	
              30
      SOUTH 15TH ASSOCIATES L.P., a

            
	 
      	
              Delaware
      limited partnership

            
	 
      	 
      	 
      
	 
      	By:
      USA
      South 15th,
      LLC, its general partner
	 
      	By:
      The
      Union Labor Life Insurance Company, on behalf of its Separate Account U,
      its managing member
	 	 	 
	 
      	
              By:

            	
              ______________________________

            
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    Exhibit
“A”

    Depiction of
Expansion Premises