Exhibit 10.4


 


FIRST AMENDMENT TO LEASE


 


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


 


BACKGROUND


 


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


 


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


 


                NOW, THEREFORE, in
consideration of the mutual covenants and conditions herein set forth and for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


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


2.             Construction
Oversight Services Schedule.  Schedule
40 attached to this Amendment is hereby incorporated into the Lease.


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


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


 


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4.             Fixed
Rent.  Article 1(e) of the Lease is
hereby 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.             Rentable
Area. Article 1(h) of the Lease is hereby deleted in its entirety and
replaced with the following:


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


6.             Fixed
Rent.  The following Section (d) is
hereby inserted at the end of Article 5 of the Lease:


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


7.             Repairs
and Maintenance.  The following
Section (h) is hereby inserted at the end of Article 14 of the Lease:


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


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


                “40.         CONSTRUCTION OVERSIGHT.


                In
connection with Landlord’s build-out of a portion of the first floor of the
Building, Tenant shall provide the construction oversight services listed on Schedule
40 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 “Construction
Oversight Fee”) in consideration of the Construction Oversight Services.  


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The Construction Oversight Fee shall be paid upon
substantial completion of the build-out in the form of a credit against monthly
installments of Fixed Rent.”


9.             Ratification
of Lease.  Except as specifically
modified by this Amendment, all of the provisions of the Lease are hereby
ratified and confirmed to be in full force and effect, and shall remain in full
force and effect.


10.           Binding
Effect.  This Amendment shall be
binding upon, and shall inure to the benefit of Landlord and Tenant and their
respective heirs, executors, personal representatives, administrators,
successors and permitted assigns.  This
Amendment represents the complete understandings between the parties hereto as
to the subject matter hereof, and supersedes all prior negotiations,
representations, warranties, promises, statements or amendments, either oral or
written, among the parties hereto as to the subject matter hereof.  This Amendment may only be amended by a written
instrument executed by both Landlord and Tenant.


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


12.           Governing
Law.  This Amendment shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania.


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


 


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                IN WITNESS WHEREOF, Landlord and Tenant
have 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 other
damaging dirt or grit on hard surface floors with attention to areas under walk
off mats.


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


iv)                                  All carpeting and rugs to be vacuumed and
spots 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 of
smudges, fingerprints and splash marks.


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


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


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


x)                                       Sweep all aprons.


xi)                                    Empty exterior ashtrays and police for
debris.


Weekly


i)                                         Complete all high and low dusting
including picture frames,


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


level condition.


                Monthly


i)                                         Vacuum all upholstery furniture and place
correctly in an organized


               manner.


ii)                                      Dust wipe clean all diffusers and ceiling
ventilators.


iii)                                   Dust clean all horizontal mini-blinds.


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


v)                                     Maintain marble surfaces as per
manufacturers specifications.


B.            General Office Areas


Daily


i)                                         Hand dust all furniture, fixtures, filing
cabinets and other dust gathering pbjects, Desks to be dusted provided that are
in acceptable condition.


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


 


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iii)                                   Dust all tops of open space office
partitions.


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


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


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


vii)                               Interior partition glass to be spot
cleaned.


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 be
wet mopped.


iii)                                   Wash all cleared desk tops and polish.


Monthly


i)                                         Complete all high and low dusting
including picture frames, baseboards, moldings, door frames and position
artwork/frames in level condition.


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


iii)                                   Dust clean all diffusers and ceiling
ventilators.


iv)                                  Dust clean all horizontal mini-blinds.


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


vi)                                  Spray buff all VCT flooring.


Quarterly


i)                                         Strip and recoat or top coat all VCT
flooring.


C.                              Conference Rooms & Executive
Offices


        Daily


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


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


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


iv)                                  Interior partition glass to be spot
cleaned.


v)                                     Empty and clean waste receptacles
replacing plastic liners when necessary, Trash can liners to be neatly
arranged.


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 dusting
including picture frames, baseboards, moldings, door frames and position
artwork/frames in level condition.


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


 


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iii)                                   Dust clean all diffusers and ceiling
ventilators.


iv)                                  Dust clean all horizontal mini blinds.


D.            Common Areas


Daily


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


ii)                                      Maintain common area floors and walls in
clean condition.


iii)                                   All carpeting and rugs to be thoroughly
vacuumed 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/Coffee
Areas


                Daily


i)                                         Damp wipe tables and chairs.


ii)                                      Dry and wet mop all floors in front of
service 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 can
liners to be neatly arranged.


vi)                                  All glassware in kitchen area shall be
put in dishwasher.


Monthly


i)                                         Complete all high and low dusting
including picture frames, baseboards, moldings, door frames and position
artwork/frames in level condition.


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


iii)                                   Dust clean all horizontal miniblinds.


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


v)                                     Spray buff all VCT flooring.


Quarterly


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


F. Restrooms


                Daily


i)                                         Sweep and wet mop floors with an approved
germicidal element.


ii)                                      Polish all mirrors, bright work and
enameled surfaces.


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


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


v)                                     Clean air ventilating louvers whenever
soil is visible.


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


 


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


Weekly


i)                                         Wash all restroom stall partitions and
walls 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. Use
crevice 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 remove
stains if carpeted.


Weekly


i)                 Thoroughly weep stairs and landings (where
applicable).


ii)              Thoroughly wet mop stairs and landings (where
applicable).


iii)           All handrails to be dusted.


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


I. Drinking
Fountains/Water Coolers


        Daily


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


 


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Schedule 40


 


CONSTRUCTION OVERSIGHT
SERVICES


 


•                  Budget
Management


-                                            Qualify ability
to complete based on Landlord’s requirement


-                                            Formulate and
install control system


-                                            Continued
monitoring during design phase


•                  Contract
Management


-                                            Contracts as
management tools


-                                            Procurement due
diligence


-                                            Define
construction requirements


-                                            Refine contract
language


-                                            Refine terms
and conditions


•                  Change Order
Administration


-                                            Past experience
develops effective systems


-                                            Proper
interpretation and documentation


-                                            Avoidance
techniques


•                  Project
Management


-                                            Complete
operational aspects of project delivery


-                                            Successful
interaction of participants


-                                            Coordination of
team efforts


•                  Schedule
Management


-                                            Program
schedule


-                                            Meet scheduling
objectives


-                                            Chart
progress/performance


•                  Project
Controls/Audits


-                                            Analyze
processes


-                                            Review
documentation


 


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