**EXHIBIT 10.RR**

 

**FIRST AMENDMENT**

**TO**

**MEMBERSHIP INTERESTS PURCHASE AGREEMENT**

**(MBC REALTY, LLC)**

 

**THISFIRST AMENDMENT TO THE MEMBERSHIP INTERESTS PURCHASE AGREEMENT (MBC REALTY,LLC)** (this “Amendment”) is executed as of November 18,2004, by and between Mercantile Bankshares Corporation, a Delaware corporation(“Seller”), and Harbor Group International, L.L.C. a Virginia limitedliability company, or its designee (“Buyer”).

 

**Recitals**

 

WHEREAS,Seller and Buyer entered into that certain Membership Interests PurchaseAgreement (MBC Realty, LLC), with an effective date of October 20, 2004(the “Purchase Agreement”);

 

WHEREAS,both Section 15.19(A) of and Exhibit J to the Purchase Agreement providethat Mercantile Safe-Deposit and Trust Company shall assume the Venable Leasein the event that Venable LLP elects to exercise its termination option undersuch lease;

 

WHEREAS,Seller desires to assume the Venable Lease rather than cause MercantileSafe-Deposit Bank and Trust Company to assume such lease; and

 

WHEREAS,Seller and Buyer now desire to amend the Purchase Agreement to reflect suchchange.

 

**Agreements**

 

Now,therefore, in consideration of the premises and the mutual covenants andagreements herein set forth, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, Seller and Buyer,intending to be legally bound, hereby agree as follows:

 

**1.****                                      NewSection 15.19(A).**  Section 15.19(A)of the Purchase Agreement is hereby deleted in its entirety and replaced by thefollowing:

 

(A)                              VenableLLP (“Venable”), pursuant to that certain Lease, dated as of May, 2001, by andbetween Venable, as Tenant, and MBCR, as landlord (the “Venable Lease”), has anoption to terminate the Venable Lease upon the satisfaction of certain conditions.  The Venable Lease has a current term runningthrough April 30, 2011.  Forpurposes of this Section 15.19(A) the leased premises under the VenableLease shall

 

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include 121,708 squarefeet of office space on floors 13 through 19; 7,161 square feet of lower levelspace; 6,716 square feet of storage space; and all space which Venable shallassume from Reznick (approx. 11,780 square feet), as set forth in Section 15.19(B)hereof, under the same terms as the Venable Lease (all of such spacecollectively the “Venable Space”). Seller agrees that, if Venable shall exercise the termination optiondescribed in this Section 15.19(A), Seller shall assume the Venable Lease(including, without limitation, the term set forth in the Venable Lease and anyadditional space leased by Venable pursuant to Section 15.19(B) hereof)and shall be liable for all of Venable’s obligations thereunder (including,without limitation, the obligation to pay rent at the rental rates (but in noevent at rates higher than) those set forth in the Venable Lease) and entitledto all of Venable’s rights, except for the termination option.  At Buyer’s option, Seller shall execute a newlease or other instrument evidencing such assumption which shall set forth theterms of the lease through the balance of the Venable Lease term on the sameterms as that of the Venable Lease (including, without limitation, that anyrent paid by Seller for the Venable Space shall be paid at the rental rates setforth in the Venable Lease).  Sellershall have the right, subject to Buyer’s approval, which approval shall not beunreasonably withheld, to sublet any or all of the space subject to the VenableLease to such Person or Persons as it shall choose in its sole discretion(provided that no such sublease shall relieve Seller of its obligations underthis Section 15.19), and Seller shall have the exclusive right to receiveand retain the proceeds from any termination payment paid by Venable inconnection with the exercise of the option described herein.  The provisions of this Section 15.19(A)shall survive the Closing.

 

**2.****                                      NewExhibit J. **Exhibit J of thePurchase Agreement is hereby deleted in its entirety and replaced by thefollowing:

 

**EXHIBIT J**

 

**MERCANTILE LEASE TERM SHEET**

 

5.               Allterms not defined herein shall have the meanings set forth in the MembershipInterests Purchase Agreement between Mercantile Bankshares Corporation (“MercantileBankshares”) and Harbor Group International, L.L.C. (“Harbor Group”).

 

6.               Alease will be entered into by Mercantile-Safe Deposit and Trust Company (“Mercantile”)and MBCR prior to the Due Diligence Period Expiration Date, and shall beeffective as of the date of Closing (the “Mercantile Lease”).  The terms and conditions of the MercantileLease, including rent for the entire Leased Premises (as defined in Section 3below), shall be substantially the same as the terms and conditions in thatcertain lease between MBCR and Mercantile dated August 23, 2004, whichlease was subsequently terminated on October 8, 2004; subject, however, toany matters to be renegotiated upon written notice from Buyer to Seller withinfive (5) Business Days of the Effective Date; provided, however, that the termof the Mercantile Lease shall commence on the date of Closing and shall run fora term of ten (10) full calendar years.

 

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7.               The “LeasedPremises” under the lease shall include:

 

a.               Allleased space currently occupied by Mercantile, specifically encompassing150,651 SF of office space in the office tower on full or partial floors 1through 12; 23,746 SF of back office space in the office tower and pavilion;and 3,270 SF of storage space. Notwithstanding any current arrangements between Mercantile andMercantile Bankshares or MBCR, Mercantile shall be responsible for expensereimbursements, including parking expenses, on the 23,746 SF of back officespace in the office tower and pavilion and the 150,651 SF of office space inthe office tower.

 

b.              Beginningno later than January 15, 2005, 28,423 SF of space on the 11th,20th and 21st floors currently occupied by Reznick,Fedder & Silverman, L.L.C. (“Reznick”), which leased space is to be assumedand leased by Mercantile under the same terms and conditions as the MercantileLease (including without limitation rent).

 

8.               Allother lease terms and conditions shall be mutually agreeable to MercantileBankshares and Harbor Group.

 

**3.****                                      Effect.**  Except as amended or modified hereby, thePurchase Agreement remains unamended and in full force and effect.

 

**4.****                                      Definitions.**  Any capitalized term used but not otherwisedefined herein shall have the meaning given such term in the PurchaseAgreement.

 

**5.****                                      Counterparts.**  This Amendment may be executed in one or morecounterparts, all of which when taken together shall constitute one and thesame agreement.  A facsimile copy of asignature shall have the same effect as an original signature, provided thatthe original signature is timely delivered to the party or parties to whom itis intended to be delivered.

 

 

**[Signatures are on following page]**

 

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**Signature page to First Amendment to****Membership Interests Purchase Agreement (MBCRealty, LLC)**

 

**INWITNESS WHEREOF**, Seller and Buyer have executed thisAmendment as of the day and year first above written.

 
| **Buyer:**  | **Harbor  Group International, L.L.C.,**                      |
|-------------|---------------------------------------------------------------|
|        | a Virginia  limited liability company                         |
|        |                                                          |
|        | By:                                                           |   |   |
|        |                                                          | Name: | T. Richard  Litton, Jr. |
|        |                                                          | Title: | Executive Vice  President  and General Counsel |
|        |                                                          |
|        |                                                          |
| **Seller:** | **Mercantile  Bankshares Corporation,**a Delaware corporation |
|        |                                                          |
|        |                                                          |
|        | By:                                                           |   |   |
|        |                                                          | Name: |   |   |
|        |                                                          | Title: |   |   |   |
|             |                                                               |  |  |  |  |  |  |

 

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