**EXHIBIT 10.49****FOURTH AMENDMENT TO LEASE**     **AGREEMENT**, dated as of the 25th day of July, 2006, between **120 BROADWAYHOLDINGS, LLC**, a Delaware limited liability company, having an office at 7 World Trade Center,250 Greenwich Street, New York, New York 10007 (**“Landlord”**), and **TOWER GROUP, INC.**, aDelaware corporation, having an office at 120 Broadway, New York, New York 10271 (**“Tenant”**).**STATEMENT OF FACTS**     By Lease dated as of February 19, 1997 (the “**Original Lease**”), by and between Broadpine RealtyHolding Company, Inc. (“**BRHC**”) (as predecessor-in-interest to Landlord) and Tower Insurance Companyof New York (“**TICNY**”), BRHC leased to TICNY and TICNY hired from BRHC certain premises in thebuilding known as 120 Broadway, New York, New York (the **“Building”**), consisting of a portion of thefourteenth (14th) floor of the Building, for a term ending on May 31, 2008. ByModification of Indenture of Lease dated as of May (no day), 1998 (the “**First Amendment**”), TICNYleased the balance of the rentable area of the fourteenth (14th) floor (the **“Fourteenth FloorPremises”**) in the Building. By the Second Amendment to Lease dated as of January 15, 2003 (the“**Second Amendment**”), TICNY leased a portion of the seventeenth (17th) floor (the“**Seventeenth Floor Premises**”) of the Building. By the Third Amendment to Lease dated as ofSeptember 1, 2005 (the “**Third Amendment**”), TICNY leased a portion of the thirtieth(30th) floor and the entire thirty-first (31st) floor of the Building,surrendered the Fourteenth Floor Premises and the Seventeenth Floor Premises, and extended the termof the Lease to June 30, 2021. By Assignment of Lease dated as of June 30, 2006 (the “**AssignmentAgreement**”), TICNY assigned all of its right, title and interest as tenant under the Lease to TowerGroup, Inc.     The Original Lease, the First Amendment, the Second Amendment, the Third Amendment, theAssignment Agreement and any and all other amendments and modifications thereof shall hereinafterbe collectively referred to as the “**Lease**”. Landlord and Tenant now desire to further amend theLease upon the terms hereinafter contained.     **NOW, THEREFORE,**in consideration of the Lease and the mutual covenants herein contained,Landlord and Tenant hereby agree as follows:1. **DEFINED TERMS**:     Unless the context otherwise clearly indicates a contrary intent or unless specificallyotherwise provided herein, each term used in this Agreement which is defined in the Lease shall bedeemed to have the meaning set forth in the Lease.
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2. **FOURTH PREMISES**:     A. For the purposes of this Agreement, the term “**Fourth Premises**” shall mean that certainportion of the thirtieth (30th) floor of the Building as approximately indicated byhatched markings on the rental plan annexed hereto as Exhibit “A” and made a part hereof; and     B. Effective throughout the period (the “**Fourth Premises Term**”) commencing as of **July 1, 2006**(the “**Fourth Premises Commencement Date**”) (which date may be subject to postponement pursuant toParagraph 4.J. of this Agreement) and ending as of the Expiration Date (as extended in thisAgreement), both dates inclusive:     (i) the Lease shall be amended by adding the Fourth Premises to the Demised Premises; and     (ii) Landlord leases to Tenant and Tenant hires from Landlord the Fourth Premises, andTenant’s use and occupy of the Fourth Premises and its obligations with respect thereto shall be inaccordance with the terms, provisions, conditions and agreements contained in the Lease, except asotherwise expressly provided in this Agreement.3. **DELIVERY OF POSSESSION OF FOURTH PREMISES****:**     If Landlord is unable to give possession of the entire Fourth Premises to Tenant on the FourthPremises Commencement Date with Landlord’s Base Work substantially completed because of any reasonbeyond Landlord’s reasonable control, (i) Landlord shall not be subject to any liability forfailure to give possession on said date, (ii) the validity of this Agreement and the Lease shallnot be impaired under such circumstances, (iii) the same shall not be construed in any way toextend the Fourth Premises Term or the Term of the Lease, (iv) the Fourth Premises CommencementDate shall be deemed extended until the date on which Landlord shall have tendered delivery ofpossession thereof to Tenant with Landlord’s Base Work substantially completed (provided Tenant isnot responsible for the inability to obtain possession), and (v) Landlord shall promptly anddiligently take such action as may be necessary, in Landlord’s reasonable opinion, to substantiallycomplete Landlord’s Base Work. The provisions of this Paragraph are intended to constitute “anexpress provision to the contrary” within the meaning of Section 223-a of the New York RealProperty Law.4. **TENANT’S FOURTH PREMISES WORK; LANDLORD’S BASE WORK:**     A. Tenant, at Tenant’s expense, shall cause its architect, TPG Architecture, LLP to prepare afinal set of plans (the “**Plans**”) for the construction and finishing of the Fourth Premises. ThePlans shall (i) comply with all Legal Requirements, (ii) contain complete information (includingengineering required) and be in sufficient detail so as to be accepted for filing by the New YorkCity Building Department, and (iii) show the proposed locations of all mechanical, electrical andplumbing equipment, partitions, ceilings, entrances, doors, lighting, fixtures, receptacles andswitches, and other installations to be installed in the Fourth Premises. The Plans shall besubmitted by Tenant to Landlord for Landlord’s approval. Any revisions to the Plans required byLandlord shall be performed by Tenant within five (5) business days after demand by Landlord.Landlord agrees to respond to any written request for approval of a complete set of Tenant’s Planswithin ten
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(10) business days after Landlord’s receipt thereof. Tenant shall incorporate intoTenant’s Plans those changes, revisions and/or additions reasonably required by Landlord, and shallresubmit the revised Tenant’s Plans to Landlord for Landlord’s approval. Landlord agrees torespond to any written request for approval of revised Plans within five (5) business days afterLandlord’s receipt thereof. The cost of preparing (and revising, if necessary) Tenant’s Plans shallbe borne entirely by Tenant. Tenant shall reimburse Landlord, as additional rent, for any actualout-of-pocket fees and expenses incurred by Landlord in connection with Landlord’s review ofTenant’s Plans and any revisions thereto by bona fide third parties. Landlord’s approval of anyplans or specifications shall not be deemed to constitute and shall not relieve Tenant fromTenant’s full responsibility for the feasibility, compliance with laws and technical competencythereof. Notwithstanding any provision of this Agreement to the contrary, any requests forrevisions to the Plans or other notices to be given hereunder pursuant to this Article may be givento Landlord’s or Tenant’s designated representative (as the case may be) either (i) deliveredpersonally, or (ii) sent by certified mail, return receipt requested, or overnight courier, withreceipt acknowledged.     B. In accordance with the Plans, Tenant shall, at Tenant’s sole cost and expense and as partof Tenant’s “Alterations” (as defined in Section 1.01 of the Lease), perform all of the workspecified in the Plans (the “**Fourth Premises Work**”) in the entire Fourth Premises necessary forTenant’s occupancy thereof, except for Landlord’s Base Work and subject to the provisions of theLease and this Agreement. The Fourth Premises Work shall include, but not be limited to, theperimeter and core walls and columns enclosed with sheetrock and finished, and Tenant’s SprinklerInstallation (as set forth in Paragraph 4.G. hereof). Tenant agrees with respect to its activitiesand work that it will conform to all of Landlord’s reasonable labor regulations of which itreceives written notice and shall not knowingly do or permit anything to be done that might createany work stoppage, picketing or other labor disruption or dispute. Tenant agrees that it will,prior to the commencement of any work in the Fourth Premises, deliver to Landlord all certificatesof insurance required to be supplied to Landlord by Tenant pursuant to the terms of the Lease andthis Agreement.     C. In consideration of Tenant performing all of the Fourth Premises and for Tenant completingall of the Fourth Premises Work necessary for its occupancy thereof, other than Landlord’s BaseWork, in accordance with all of the terms, covenants and conditions of the Lease and thisAgreement, Landlord agrees that if Tenant, within a period of twenty-four (24) months from theFourth Premises Commencement Date, shall have fully satisfied all of the following conditions(collectively, the **“L/C Conditions”**): (i) Tenant shall have submitted to Landlord a reasonablydetailed itemization of the leasehold improvements installed by Tenant in the entire FourthPremises, (ii) Tenant shall have submitted to Landlord final lien waivers and a lien searchconducted after the date of the completion of the Fourth Premises Work demonstrating that there hasnot been filed with respect to the land and/or the Building and/or the Fourth Premises or any partthereof or upon Tenant’s leasehold interest therein any vendor’s, mechanic’s, laborer’s,materialman’s or other lien arising out of the Fourth Premises Work which has not been dischargedof record, and (iii) the Fourth Premises Work shall have been uniformly performed and completed inthe entire Fourth Premises, and (iv) Tenant shall not then be in default (after notice and the expiration of any
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applicable cure period in this Lease) with respect to any of the “material” terms, covenants orconditions to be performed or observed by Tenant under the Lease or this Agreement (which forpurposes of this Article is deemed to mean Tenant’s obligation to pay Minimum Rent and additionalrent), then Landlord shall reimburse or cause to be reimbursed to Tenant an amount (the **“Landlord’sF/P Contribution”**) equal to the lesser of (a) the actual cost of the Fourth Premises Workimprovements performed by Tenant in the entire Fourth Premises and “Tenant’s Reimbursable Costs”(as hereinafter defined)**,**or (b) SIX HUNDRED THIRTY-SEVEN THOUSAND EIGHTY-FIVE AND 00/100($637,085.00) DOLLARS, it being understood and agreed that Landlord’s F/P Contribution shall notexceed the sum of SIX HUNDRED THIRTY-SEVEN THOUSAND EIGHTY-FIVE AND 00/100 ($637,085.00) DOLLARS(said amount herein being referred to as the **“Maximum Contribution Amount”**) and that all costs andexpenses in excess of said sum shall be borne solely by Tenant.     D. Upon Tenant’s request, Landlord’s F/P Contribution as provided in Paragraph 4.C. hereofshall be paid out from time to time but not more frequently than monthly (in contradistinction toupon completion and receipt by Landlord of paid bills for all of the Fourth Premises Work) as theFourth Premises Work progresses, which request by Tenant shall be accompanied by the following(such request, together with all of the following documentation, shall herein be referred to as the**“Progress Installment Requisition”**):               (1) a certificate signed by Tenant or Tenant’s architect, dated not more than ten (10) daysprior to such request, setting forth the following:          (i) that, to the best knowledge of Tenant’s architect, the sum then requestedwas justly due to persons who have rendered services or furnished materials for thework therein specified, and giving a brief description of such services andmaterials and the several amounts to be paid to each of said persons in respectthereof, and certifying that the Fourth Premises Work represented by the aforesaidinvoices has been satisfactorily completed in accordance with the final plans;          (ii) that, to the best knowledge of Tenant’s architect, no part of suchexpenditure is being made the basis, in any previous or then pending prior request,for the receipt of Landlord’s F/P Contribution or has been made out of the proceedsof Landlord’s F/P Contribution received by Tenant, and that the sum then requesteddoes not exceed the value of the services and materials described in thecertificate; and          (iii) that, to the best knowledge of Tenant’s architect, except for the amount,if any, stated pursuant to the foregoing subparagraph 4.D.a.(i) in such certificateto be due for services or materials, there is no outstanding indebtednessknown to the persons signing such certificate, which is then due for labor,wages, materials, supplies or services in connection with such work which, ifunpaid, might
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immediately become the basis of a vendor’s, mechanic’s, laborer’s ormaterial man’s statutory or similar lien upon such work or upon the land and or theBuilding or the Fourth Premises or any part thereof or upon Tenant’s leaseholdinterest;               (2) a current lien search demonstrating that there has not been filed with respect to the landand Building and/or the Fourth Premises or any part thereof or upon Tenant’s leasehold interesttherein any lien which has not been discharged of record; and               (3) waivers of lien for the work performed up to and including the date of such request fromall contractors, subcontractors and materialmen involved in the performance of the Fourth PremisesWork and the materials furnished in connection therewith.          Subject to the provisions of Paragraph 4.C. hereof, upon compliance with the foregoingprovisions of this Paragraph 4.D. and provided Tenant shall not then be in default (after noticeand the expiration of any applicable cure period in this Lease) with respect to any of the monetaryterms to be performed or observed by Tenant under the Lease or this Agreement, Landlord shall payor cause to be paid to Tenant or, at Tenant’s written instruction, directly to the persons named(pursuant to the foregoing subparagraph 4.D.a.(i)) in such certificate, the respective amountsstated therein to be due to them provided, however, that Landlord’s F/P Contribution shall notexceed the sum of SIX HUNDRED THIRTY-SEVEN THOUSAND EIGHTY-FIVE AND 00/100 ($637,085.00) DOLLARSand that all costs and expenses in excess of said sum shall be borne solely by Tenant. The amountof each installment of Landlord’s F/P Contribution payable pursuant to any Progress InstallmentRequisition shall be an amount equal to the lesser of(x) the amount requested by Tenant in theProgress Payment Installment Requisition in question, or (y) the amount equal to the productobtained by multiplying the Maximum Contribution Amount by a fraction, the numerator of which isthe actual costs paid by Tenant for the completed portions of Fourth Premises Work referenced inthe Progress Installment Requisition in question, and the denominator of which is equal to thetotal estimated cost of the Fourth Premises Work, which estimate shall be made and certified byTenant’s architect in good faith based upon the final plans for the Fourth Premises Work.Notwithstanding anything to the contrary contained herein, Landlords’ payment of the final fifteen(15%) percent of the Landlord’s F/P Contribution shall be subject to Tenant’s full satisfaction ofthe L/C Conditions. For purposes of this Article, the “**Tenant’s Reimbursable Costs**” shall mean theaggregate of the reasonable, out-of-pocket third party expenses incurred by Tenant solely inconnection with Tenant’s performance of Tenant’s Fourth Premises Work in the Fourth Premises forthe following items: (i) architectural fees; (ii) engineering fees; and (iii) filing fees. In noevent shall the aggregate amount of the Landlord’s F/P Contribution utilized to pay for Tenant’sReimbursable Costs exceed fifteen (15%) percent of the total Landlord’s F/P Contribution.     E. The provisions of Article 2 of the Lease shall not apply to the Fourth Premises.The provisions of Article *5*of the Lease shall apply to the Fourth Premises, except that:(i) at Tenant’s sole cost and expense, the Fourth Premises Work shall be performed by Ambassador ConstructionCo. and only by contractors, subcontractors and mechanics designated on the list of currentlyapproved contractors, subcontractors and mechanics which is annexed hereto as Exhibit “C”, which
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are deemed approved only for the performance of the Fourth Premises Work and not for any otherfuture Alterations; (ii) Tenant shall utilize only Landlord’s designated subcontractors for theperformance of life safety systems (including without limitation Class E system worksubcontractors), security subcontractors (if the Fourth Premises Work shall affect any Buildingsecurity system) and HVAC subcontractors; (iii) Tenant shall utilize the “expediter” designated byLandlord in connection with the Fourth Premises Work, which Landlord hereby designates to beCharles Rizzo & Associates; and (iv) Section 5.01.C of the Lease shall not apply to the FourthAmendment. In the event of any conflict between the terms of this Fourth Amendment and the termsof Article 5 of the Original Lease, the terms of this Fourth Amendment shall control.     F. Tenant may non-exclusively use the Building freight elevator on a first come, first servedbasis, which use shall be scheduled in advance with Landlord and be subject to availability and theuse in common with the other tenants of the Building and Landlord, its employees, agents andcontractors; and exclusively by appointment (subject to availability).     F. Tenant may be permitted to enter into the Fourth Premises for installation of itsmachinery, equipment and fixtures and performance of its work, all as permitted by this Agreementand the Lease prior to the Fourth Premises Commencement Date at its sole risk, provided that suchentry and work do not unreasonably interfere with Landlord’s performance of the work to be done byLandlord. At any time during such period of prior entry, if Landlord notifies Tenant in writingthat Tenant’s entry or work is unreasonably interfering with or delaying Landlord’s performance ofLandlord’s Base Work, Tenant shall forthwith discontinue any further work and shall remove from theFourth Premises and shall cause its workmen or contractors to remove therefrom, any equipment,materials or installations which are the subject of Landlord’s notice.     G. Tenant’s Fourth Premises Work shall include the furnishing and installation of a sprinklersystem in the entire Fourth Premises (the “**Tenant’s Sprinkler Installation**”), including withoutlimitation the furnishing and installation of all equipment necessary to connect such sprinklersystem in the Fourth Premises to the main sprinkler loop existing on the floor of the FourthPremises as part of Landlord’s Base Work. The following provisions of this Paragraph shall applywith respect to Tenant’s Sprinkler Installation: (i) such sprinkler system must comply with allapplicable laws, orders, rules and regulations; (ii) the type, brand, location and manner ofinstallation of such sprinkler system shall be subject to Landlord’s prior reasonable approval;(iii) Tenant shall make all repairs and replacements, as and when necessary, to such sprinklersystem (including, without limitation, the main sprinkler loop from the flow control assembly onthe thirtieth (30th) floor) and any replacements thereof; and (iv) notwithstandinganything contained in this Agreement or the Lease to the contrary, such sprinkler system, or anyreplacement thereof and any installments in connection therewith, whether made by Tenant orLandlord, shall upon expiration or sooner termination of the Lease be deemed the property ofLandlord.     H. For purposes hereof, the term “**Landlord’s Base Work**” shall mean, collectively, theperformance in the Fourth Premises of the work items set forth on the schedule annexed hereto as
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Exhibit “B”. Landlord shall, at Landlord’s sole cost and expense, cause its designated contractorto perform the Landlord’s Base Work in the Fourth Premises. All of Landlord’s Base Work shall beperformed in a good and workmanlike manner and in compliance with all Legal Requirements. Exceptfor Landlord’s Base Work, Landlord shall not be required to spend any money or to do any work toprepare the Fourth Premises for Tenant’s occupancy. The specification of Landlord’s Base Workrepresents the limit of Landlord’s responsibilities in connection with the preparation of theFourth Premises and, except as so provided, Tenant shall take the Fourth Premises in “as-is”condition. Landlord’s Base Work shall be of quality, type, materials, manufacture, design,capacity and finish as reasonably determined by Landlord as at least Building standard. Landlord’sBase Work shall constitute a single, non-recurring obligation on the part of Landlord and thereshall be no credit for unused items. Subject to the provisions of the Lease, all work performedand installations made by Landlord shall, upon installation, become Landlord’s property and shallbe surrendered at the expiration or sooner termination of the term of the Lease, in good condition,reasonable wear and tear and casualty excepted.     I. Landlord agrees to perform final tie-ins to the building’s class E system for the firealarm points servicing the Fourth Premises (the “**Class E Work**”) and furnish and install a strobepanel servicing the floor (the “**Strobe Panel Work**”), all at Tenant’s sole cost and expense,concurrently with the Fourth Premises Work in a manner which will not unreasonably interfere withthe Fourth Premises Work. The foregoing Class E Work and Strobe Panel Work shall be performed byLandlord in a good and workmanlike manner and in compliance with all Legal Requirements..     J. Landlord agrees that it will use good faith reasonable efforts to obtain contracts for theperformance of the Landlord’s Base Work required to be performed by it and to arrange to have allsuch work commenced without delay and prosecuted without unnecessary interruption until completed.Except as otherwise specifically set forth herein, Landlord has made and makes no representation ofthe dates on which it will complete the Landlord’s Base Work, and Landlord shall be under nopenalty or liability to Tenant whatsoever by reason of any delay in such performance and the Leaseand this Agreement shall not be affected thereby. If, for any reason whatsoever, Landlord’s BaseWork is not substantially completed by the Fourth Premises Commencement Date, then Landlord shallbe given whatever additional time may be reasonably necessary to complete same and the FourthPremises Commencement Date shall be deemed to occur on the date which shall be three (3) businessday after notice is given to Tenant of the substantial completion of Landlord’s Base Work. IfTenant shall dispute whether Landlord’s Base Work has been substantially completed, then pendingthe resolution of such dispute, the Fourth Premises Commencement Date shall nevertheless be deemedto have occurred three (3) business days after Tenant’s receipt of Landlord’s notice of substantialcompletion of Landlord’s Base Work.5. **MINIMUM RENT; FREE N\P MINIMUM RENT PERIOD; SECURITY DEPOSIT**:     A. Effective throughout the period commencing on the Fourth Premises Commencement Date andcontinuing through the Expiration Date (as extended by this Agreement), the annual
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Minimum Rentpayable pursuant to the Lease shall be increased by the following annual amounts (which amountsshall herein be referred to as the **“Fourth Premises Minimum Rent”**) with respect to the FourthPremises:     (i) THREE HUNDRED NINETY-THREE THOUSAND NINETY-FIVE AND 00/100 ($393,095.00)DOLLARS per annum ($32,757.92 per month) for the period (the “**First Rental Period**”)commencing on the Fourth Premises Commencement Date and ending on the dayimmediately preceding the five (5) year anniversary of the Fourth PremisesCommencement Date, both dates inclusive;     (ii) FOUR HUNDRED TWENTY THOUSAND TWO HUNDRED FIVE AND 00/100 ($420,205.00)DOLLARS per annum ($35,017.08 per month) for the period (the “**Second Rental Period**”)commencing on the five (5) year anniversary of the Fourth Premises Commencement Dateand ending on the day immediately preceding the ten (10) year anniversary of theFourth Premises Commencement Date, both dates inclusive; and     (iii) the annual Minimum Rent payable for the period (the “**Third RentalPeriod**”) commencing on the ten (10) year anniversary of the Fourth PremisesCommencement Date and ending on the Expiration Date, both dates inclusive, shall bean annual amount equal to the greater of (a) one hundred (100%) percent ofthe annual “Fair Market Rent” (as determined pursuant to the provisions of Paragraph10.C. of the Third Amendment) of the Fourth Premises to be calculated as of thefirst day of the Third Rental Period on the basis of a new letting in the thenrental market of the Fourth Premises for a term of five (5) years, or (b) the annualMinimum Rent payable on the last day of the Second Rental Period;all of which shall be payable in equal monthly installments in advance on the first day of each andevery calendar month during the term of the Lease. If the Fourth Premises Commencement Date occurson a day other than the first day of a calendar month, the Fourth Premises Minimum Rent for suchpartial calendar month shall be prorated on the basis of the number of days of the Fourth PremisesTerm within such calendar month, and the balance of the first month’s Fourth Premises Minimum Renttheretofore paid shall be credited against the next monthly installment of the Fourth PremisesMinimum Rent.     B. Section 3.01 of the Lease, Paragraph 8.D. of the Third Amendment and any other initial freerent periods shall not apply to the Fourth Premises Minimum Rent payable by Tenant for theFourth Premises.     C. For the purposes of this Agreement, the **“Free F/P Minimum Rent Period”**shall mean the nine(9) month period commencing on the Fourth Premises Commencement Date and ending on the dateimmediately preceding the nine (9) month anniversary of the Fourth Premises Commencement Date.
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     D. Effective as of the Fourth Premises Commencement Date and provided Tenant is not then inmonetary default under the terms, covenants and conditions of the Lease and/or this Agreement,Tenant is herewith granted a rent concession during the Free F/P Minimum Rent Period solely withrespect to the Fourth Premises in connection with the Fourth Premises Minimum Rent payable as setforth in Paragraph 5.A. of this Agreement for the Fourth Premises; provided, however, Tenant shallnevertheless be obligated to pay to Landlord all other additional rents and charges payable underthe terms of the Lease and this Agreement (including, without limitation, electricity) during theFree F/P Minimum Rent Period. Except for the rent concession as herein provided during the FreeF/P Minimum Rent Period, Tenant shall use and occupy the Fourth Premises during the Free F/PMinimum Rent Period pursuant to all of the other terms, covenants and conditions of the Lease andthis Agreement.     E. Effective as of the date of this Agreement, the “Security Deposit Amount” set forth inSection 1.01 of the Lease shall be further increased to the amount of FIVE HUNDRED FIFTY-FOURTHOUSAND TWO HUNDRED NINETY AND 33/100 ($554,290.33) DOLLARS (the **“Adjusted Security Amount**”).Upon Tenant’s execution of this Agreement, Tenant shall deposit with Landlord as additionalsecurity the differential balance required to increase the security currently on deposit withLandlord to the Adjusted Security Amount. Tenant may deliver the Adjusted Security Amount toLandlord in the form of a “Letter of Credit” in accordance with the provisions of Section 33.03 ofthe Original Lease.6. **ADDITIONAL RENT:**     Effective as of the Fourth Premises Commencement Date and solely with respect to the FourthPremises, Section 1.01 of the Lease shall be deemed amended as follows (it being agreed thatSection 1.01 of the Lease shall remain unmodified with respect to the balance of the DemisedPremises):(i) the “Base Operating Amount” shall mean the amount of the Operating Expenses forthe 2006 calendar year;(ii) the “Base Tax Amount” shall mean the amount of Taxes with respect to the TaxYear commencing on July 1, 2005 and ending on June 30, 2006;(iii) the term “Square Feet of Rentable Area” in the Fourth Premises shall be deemedto be the equivalent of Thirteen Thousand Five Hundred Fifty-Five (13,555) rentablesquare feet, as agreed to by the parties. This definition shall not be construed asany kind of representation by Landlord as to the size of the Fourth Premises or theBuilding;(iv) the term “Tenant’s Operating Share” shall mean 0.76%;(v) the term “Tenant’s Tax Share” shall mean 0.76%;
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(vi) Section 20.02 of the Lease shall be amended by adding the following sentence:“Where more than one (1) meter measures the amount of usage to the Fourth Premises, usagethrough each meter shall be billed in the aggregate with coincidental demand in accordance with theprovisions of this Article 20.”;(vii) on the first line of Section 20.03.B(i) of the Lease, the amount of “60,733.75”shall be replaced with the amount “$37,276.25”; and(viii) on the fifth (5th) line of Section 20.03.B(i) of the Lease, the amountof “$22,085.00” shall be replaced with the amount of “$13,555.00”.     7. **ASSIGNMENT OF LEASE**; **SUBLETTING**:          A. By separate agreement Landlord has consented to the Assignment of Lease dated as of June30, 2006, whereby TICNY assigned all of its right, title and interest as tenant under the Lease toTower Group, Inc. By separate agreement Landlord further consented to the Sublease dated as ofJune 30, 2006, by Tower Group, Inc. to CastlePoint Management Corp. of approximately 5,450 rentablesquare feet of the Demised Premises in accordance with the provisions of Paragraph 40.H.1. of theOriginal Lease. Tenant hereby represents to Landlord that as of the date of this Agreement, TowerInsurance Company of New York is a wholly owned subsidiary of Tenant, and as such constitutes a“Related Corporation” under the Original Lease. Accordingly, the Sublease dated as of June 30,2006, by Tower Group, Inc. to TICNY of approximately 101,832 rentable square feet of the DemisedPremises in accordance with the provisions of Paragraph 40.H.1. of the Original Lease, did notrequire the consent of Landlord.          B. Notwithstanding anything to the contrary contained in the Lease, Tenant named herein shallhave the right to allow a portion of the Demised Premises (not to exceed 20,000 rentable squarefeet) to be occupied by the Law Offices of Steven G. Fauth, which is a professional with whomTenant maintains an ongoing, substantial and direct business relationship (the “PermittedOccupant”), without being subject to the provisions of Paragraphs 40.B. and 40.I. of the OriginalLease, provided (i) any such occupant shall not violate the conditions of Paragraph 40.C. of theOriginal Lease, (ii) at all times, there shall be only one reception area servicing the entiredemised premises, (iii) no names other than the firm name of Tenant shall be displayed in thedemised premises, and (iv) no such occupancy shall operate to vest any interest in the demisedpremises in any such occupant, and any such occupancy shall be subject to all of the terms,covenants and conditions of the Lease on Tenant’s part to be performed.     **8. ****SHAFT SPACE; ROOF SPACE:**     Article 12 of the Third Amendment shall apply to the Fourth Premises and the phrase “NewPremises” as contained therein shall be replaced with “Fourth Premises” for purposes of this FourthAmendment.
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     **9. ****BROKER:**     Landlord and Tenant each represents and warrants to Landlord that it neither consulted nornegotiated with any broker or finder in connection with this Agreement other than CB Richard Ellis,Inc. and Silverstein Properties, Inc., as agent for Landlord. Landlord and Tenant agree toindemnify and hold the other harmless from and against any damages, costs and expenses suffered byreason of any breach of the foregoing representation. For purposes of this Agreement, the term“Designated Broker” shall be deemed to mean CB Richard Ellis, Inc. and Silverstein Properties, Inc.Landlord agrees to pay the Designated Broker any commission due pursuant to a separate agreement.     10. **MISCELLANEOUS****:**          A. Except as otherwise expressly set forth in this Agreement, all of the terms, provisions,covenants and conditions of the Lease shall remain and continue unmodified and in full force andeffect and are hereby ratified and confirmed in all respects.          B. This Agreement shall not be changed, modified or cancelled orally. This Agreement shall bebinding upon the parties hereto, their respective heirs, administrators, successors and, aspermitted, assigns.          C. This Agreement shall in all respects and in all events be governed by and construed inaccordance with the laws of the State of New York (excluding, however, its conflict of lawsprovisions).          D. This Agreement is being tendered to Tenant without obligation on Landlord’s part and in noevent shall it be deemed to be binding upon Landlord or give Tenant any rights unless and untilLandlord shall have executed the same and delivered a copy to Tenant.
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     **IN WITNESS WHEREOF**, Landlord and Tenant have respectively executed this Fourth Amendment toLease as of the day and year first above written.      **120 BROADWAY HOLDINGS, LLC**, Landlord