exv10w5



 




Exhibit
10.5




FIRST AMENDMENT TO

PURCHASE AGREEMENT



This FIRST AMENDMENT TO PURCHASE AGREEMENT (the “Amendment”) is made and entered into as of July
25, 2005, by and between Carr Capital Corporation (the “Purchaser”), and Opus Real Estate Virginia
III, L.L.C. (the “Seller”) with reference to the following facts:




RECITALS:



A. Purchaser and Seller have entered into that certain Purchase Agreement, dated June 17, 2005 (the
“Agreement”);



B. Both parties desire to amend the Agreement as further described below.



NOW, THEREFORE, for and in consideration of the agreements and obligations hereinafter set forth
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, Purchaser and Seller agree as follows:




TERMS



1. Amendment. Exhibit H attached to the Agreement is hereby deleted and replaced with the attached
Exhibit H.



2. Conflicts. If the terms of this Amendment conflict with the terms of the Agreement, the terms
of the Amendment shall prevail.



3. Ratification. The Agreement, as modified hereby, is in full force and effect.



4. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which, taken together, shall constitute one and the same instrument.




[SIGNATURES ON FOLLOWING PAGE]




 









 







IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth
above.




	 	 	 	 	 
	 	 	SELLER:
	 
	 	 	 	 
	 	 	OPUS REAL ESTATE VIRGINIA III, L.L.C.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Wade C. Lau
	 

	 	Name:
	 	Wade C. Lau
	 

	 	Its:
	 	Vice President
	 
	 	 	 	 
	 	 	PURCHASER:
	 
	 	 	 	 
	 	 	CARR CAPITAL CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	Oliver T. Carr, III
	 

	 	Name:
	 	Oliver T. Carr, III
	 

	 	Its:
	 	President






 









 






	 
	EXHIBIT H







Tenant’s Estoppel Certificate




July 22, 2005




Carr Capital Corporation (“Purchaser”)

1750 H Street, NW

Suite 500

Washington, D.C. 20006




	 	 	 
	Re:

	 	Proposed Sale of Westfields Corporate Center (the “Property”)
	 
	 	 
	 

	 	Address: 14700 Lee Road, Chantilly VA






Ladies and Gentlemen:




     It is our understanding that Purchaser proposes to purchase the Property from Opus Real Estate
Virginia III, L.L.C. (“ORE VA”) and as a condition precedent thereof Purchaser and ORE VA have
required this certification of the undersigned.



     The undersigned, as Tenant under that certain Deed of Office Lease Agreement, dated July 25,
2000, made with Opus East, L.L.C. (the predecessor in interest to ORE VA), as Landlord, (as amended
by that Amendment to Office Deed of Lease Agreement, dated November 30, 2000, the “Lease”), hereby
ratifies the Lease and certifies that:




	 	1.	 	The current annual Basic Rent payable pursuant to the terms of the Lease
is $2,084,583.60 per annum; and further, additional rental pursuant to the
Lease is payable as follows: Tenant pays its pro-rata share of Excess
Expenses in excess of the Expense Stop of $431,725.20 per annum; and
	 
	 	2.	 	The Lease is in full force and effect and has not been assigned,
modified, supplemented or amended in any way except as noted above; and
	 
	 	3.	 	A true and correct copy of the Lease is attached hereto as Exhibit
A. The Lease represents the entire agreement between the parties as to the
leasing of the Premises. All capitalized terms used herein but not defined
shall be given the meaning assigned to them in the Lease; and
	 
	 	4.	 	On this date there are no existing defenses or offsets, claims or
counterclaims which the undersigned has against the enforcement of the Lease
by Landlord; and




 









 












	 	5.	 	No rental has been paid in advance and no security (except the
security deposit in the amount of $160,486.08) has been deposited with
Landlord; and
	 
	 	6.	 	The total rentable floor area of the Premises is 84,652 square feet,
subject to adjustment as set forth in Section 1.1 of said lease; and
	 
	 	7.	 	On this date there are no existing breaches or defaults by Landlord
or Tenant under the Lease that are known to Tenant; and
	 
	 	8.	 	The term of the Lease commenced on February 6, 2001. The Rent
Commencement Date under the Lease was February 6, 2001. The Lease will
terminate on February 28, 2011. The Tenant has no option to purchase all or
any part of the Property or, except as expressly set forth in the Lease, any
option to terminate or cancel the Lease. The Lease provides for one (1)
five-year extension option; and
	 
	 	9.	 	Tenant has accepted possession of the Premises and there are no
outstanding Landlord obligations to perform tenant improvements.
	 
	 	10.	 	Tenant has not transferred, assigned, or sublet any portion of the Premises nor
entered into any license or concession agreements with respect thereto except as
follows (if none, please state “none”): None
	 
	 	11.	 	All monthly installments of Basic Rent and Excess Expenses have been paid when due
through July 31, 2005. The current monthly installment of Basic Rent is $173,715.30
and the current monthly installment of Excess Expenses is $4,303.14.
	 
	 	12.	 	Tenant’s current address for notice under the Lease is:
	 
	 	 	 	10560 Arrowhead Drive
	 
	 	 	 	Fairfax, Virginia 22030
	 
	 	 	 	Attn: BJ Dransfield
	 
	 	 	 	Hogan & Hartson, LLP
	 
	 	 	 	8300  Greensboro Drive
	 
	 	 	 	Suite 1100
	 
	 	 	 	McLean, Virginia 22102
	 
	 	 	 	Attn: Thomas A. Wilson, Esq. or
	 
	 	 	 	Dennis K. Moyer, Esq.




 









 











     Tenant acknowledges that this certificate may be delivered to Purchaser and its successors and
assigns, and acknowledges that such persons and any prospective lender will be relying upon the
statements contained herein in disbursing loan advances or making a new loan secured by the
Premises and that receipt of this certificate by lenders and Purchaser is a condition of disbursing
loan advances or making such loan or acquiring the Premises, respectively. Without limitation, any
entity formed by Purchaser to purchase the Property may rely upon this Certificate.



     IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed as of the ___
day of ___, 2005.



	 	 	 	 	 
	 	 	Veridian Information Solutions, Inc. Tenant
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 






 









 






     The undersigned hereby acknowledges and confirms, as of the ___day of ___, that,
pursuant to the terms of that certain Guaranty, dated July 25, 2000, made by Veridian Corporation
for the benefit of Opus East, L.L.C., it is unconditionally liable to Landlord for the full and
prompt payment of all Rent and the full payment and performance of all other covenants, conditions
and agreements to be performed or observed by Tenant under the Lease.



	 	 	 	 	 	 	 
	 	 	General Dynamics Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title: