FIRST AMENDMENT TO OFFICE BUILDING STORAGE SPACE LEASE

FIRST AMENDMENT TO OFFICE BUILDING STORAGE SPACE LEASE THIS FIRST AMENDMENT TO OFFICE BUILDING STORAGE SPACE LEASE (this “First Amendment”) is made and entered into as of the ____ day of _______, 2004, by and between CESC ONE COURTHOUSE PLAZA L.L.C., a Delaware limited liability company ("Landlord"), and THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body politic ("Tenant"). RECITALS: A. Landlord’s predecessor-in-interest, Courthouse Plaza Associates Limited Partnership, and Tenant entered into that certain Office Building Storage Space Lease dated June 17, 1999, as amended by that certain Storage Lease Extension Agreement dated June 17, 2003 (collectively, the “Lease”) for certain premises of the building known as 2200 Clarendon Boulevard, Arlington, Virginia 22201 (“Building”), comprising approximately 400 square feet of storage space on the G-1 level of the Building known as Storage Room S106-A (the “Original Premises”), for a Term of the Lease expiring on September 30, 2018. B. Tenant desires and Landlord agrees, pursuant to the terms and conditions set forth herein, (i) to lease from Landlord certain additional storage space situated on the G-1 level of the Building (“Expansion Space”), (ii) to terminate the Lease with regard to the Original Premises, and (iii) to make additional modifications to certain terms of the Lease as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the mutual receipt and legal sufficiency of which are hereby acknowledged, it is hereby agreed as follows: 1. Recitals. The foregoing recitals are incorporated herein by this reference as if fully set forth at this point in the text of this First Amendment. 2. Integration. The recitals and following terms and conditions shall constitute part of the Lease and be incorporated therein by reference. 3. Expansion Space. (a) Generally. Landlord hereby agrees to lease to Tenant, and Tenant hereby agrees to lease from Landlord, the Expansion Space, as more particularly described in Exhibit A attached hereto. The Expansion Space contains approximately Two Thousand One Hundred Sixty-Two (2,162) square feet of storage space on the G-1 level of the Building, comprising Storage Rooms S101, S101, S102, S103 and S104. (b) Confirmation of Premises. As used in the Lease, upon the Partial Termination Date (as hereinafter defined), the term “Premises” shall mean the Expansion Space and shall comprise approximately Two Thousand One Hundred Sixty-Two (2,162) square feet of storage space. 4. Term. The term of the Lease for the Expansion Space shall commence on August 1, 2004 (“Expansion Space Commencement Date”), and shall continue until September 30, 2018 (“Lease Expiration Date”). In the event that Landlord is unable for any reason to deliver possession of the Expansion Space to Tenant by the stated Expansion Space Commencement Date, Landlord, its agents and employees, shall not be liable or responsible for any claims, damages or liabilities arising in connection therewith or by reason thereof, nor shall Tenant be excused or released from this First Amendment. The Expansion Space Commencement Date shall be extended, however, to the date that Landlord delivers possession of the Expansion Space to Tenant, and Tenant’s obligations, including the payment of rent pursuant to this First Amendment, shall commence thereon. Upon the occurrence of the Expansion Space Commencement Date, Landlord and Tenant shall execute the Declaration attached hereto as Exhibit B, confirming the date of the Expansion Space Commencement Date and the Partial Termination Date. The failure of the parties to execute such Declaration shall have no effect on the validity of the Expansion Space Commencement Date or this First Amendment. Notwithstanding the foregoing, in the event that Landlord fails to deliver the Expansion Space to Tenant pursuant to the terms of this First Amendment by October 31, 2004, Tenant shall have the right, in addition to all other remedies at law or equity, to terminate this First Amendment upon written notice to Landlord. In the event of such termination, the Lease shall remain in full force and effect unmodified by this First Amendment. 5. Base Annual Rent. Commencing on the Expansion Space Commencement Date, Tenant shall pay Landlord for the Expansion Space, Base Annual Rent at a rate equal to Fifteen and 00/100 Dollars ($15.00) per square foot of the Expansion Space per annum, full service, payable in advance in equal monthly installments due on the first day of each calendar month of the term of the Lease. The first monthly installment of Base Annual Rent with respect to the Expansion Space shall be due on the Expansion Space Commencement Date. For any partial calendar month at the beginning of the Term of Lease, Base Annual Rent for the Expansion Space shall be computed on a per diem basis of 1/30th of the monthly installment for each day of such partial calendar month. On the first (1st) anniversary of the Expansion Space Commencement Date, and on each subsequent anniversary thereof, Base Annual Rent for the Expansion Space shall be increased by four percent (4%) of the Base Annual Rent for the Expansion Space payable for the immediately preceding lease year, pursuant to the following schedule (premised on an August 1, 2004 Expansion Space Commencement Date): [Remainder of page intentionally left blank.] 2 Time Period 8/1/04 – 7/31/05 8/1/05 – 7/31/06 8/1/06 – 7/31/07 8/1/07 – 7/31/08 8/1/08 – 7/31/09 8/1/09 – 7/31/10 8/1/10 – 7/31/11 8/1/11 – 7/31/12 8/1/12 – 7/31/13 8/1/13 – 7/31/14 8/1/14 – 7/31/15 8/1/15 – 7/31/16 8/1/16 – 7/31/17 8/1/17 – 7/31/18 8/1/18 – 9/30/18 Rent Per Sq. Ft. $15.00 $15.60 $16.22 $16.87 $17.55 $18.25 $18.98 $19.74 $20.53 $21.35 $22.20 $23.09 $24.02 $24.98 $25.98 Base Annual Rent $32,430.00 $33,727.20 $35,067.64 $36,472.94 $37,943.10 $39,456.50 $41,034.76 $42,677.88 $44,385.86 $46,158.70 $47,996.40 $49,920.58 $51,931.24 $54,006.76 $56,168.76 Monthly Rent $2,702.50 $2,810.60 $2,922.30 $3,039.41 $3,161.93 $3,288.04 $3,419.56 $3,556.49 $3,698.82 $3,846.56 $3,999.70 $4,160.05 $4,327.60 $4,500.56 $4,680.73 In the event that the Expansion Space Commencement Date is other than August 1, 2004, the foregoing rent schedule shall be modified to provide for annual escalations of rent on the anniversary dates of the actual Expansion Space Commencement Date. 6. Improvements. Tenant shall accept the Expansion Space in its “as is,” but broom clean, condition existing as of the Expansion Space Commencement Date. 7. Partial Termination of Lease. Effective as of 11:59 p.m. on the date which is three (3) business days after the Expansion Space Commencement Date (the “Partial Termination Date”), all of Tenant’s rights and obligations under the Lease shall terminate as to the Original Premises (i.e., Storage Room S106-A comprising 400 square feet) subject to the terms and conditions hereof. The Original Premises shall be surrendered by Tenant to Landlord on the Partial Termination Date in broom-clean condition and in good order and repair and as otherwise required by the terms of the Lease, free from all liens, tenancies, licensees or occupants. Upon the Partial Termination Date, Tenant shall be released from all liability for Base Annual Rent for the Original Premises accruing after the Partial Termination Date. Notwithstanding such release, Tenant’s obligation for Base Annual Rent for the Original Premises accruing prior to the Partial Termination Date shall survive the termination of the Lease with respect to the Original Premises. 8. Representation and Warranty. Tenant represents and warrants that upon the surrender by the Tenant of the Original Premises to Landlord in accordance with this First Amendment, Landlord shall receive the Original Premises, free from any and all tenancies, licensees, occupants, liens, charges, encumbrances or claims of whatever kind or nature arising out of, or in connection with, Tenant’s use, occupancy or lease of the Original Premises. 3 9. Brokerage. Landlord and Tenant each represent that they had no dealings with any real estate broker, finder or other person, with respect to this transaction in any manner. 10. Ratification. The terms of the Lease, except as expressly modified hereby, shall remain in full force and effect. All terms and conditions of the Lease, except as otherwise provided by this First Amendment, are fully applicable to the Expansion Space. 11. Governing Law. This First Amendment shall be governed and construed according to the laws of the Commonwealth of Virginia and shall bind and inure to the benefit of the successors and assigns of the undersigned. 12. Conflicts. To the extent that the provisions of this First Amendment conflict with any provisions of the Lease, such provisions of this First Amendment shall prevail and govern for all purposes and in all respects. 13. Defined Terms. Each capitalized term used in this First Amendment shall have the same meaning ascribed to it in the Lease, unless specifically defined in this First Amendment. 14. Counterparts. This First Amendment may be executed in several counterparts and shall be valid and binding with the same force and effect as if all parties executed the same First Amendment. 15. Existing Lease Cancellation It is understood that this Lease is contingent upon the cancellation of an existing lease with the present occupant of a portion of Storage Room S101. In the event that the lease with the present occupant is not cancelled effective on or before the Commencement Date, this Lease shall be null and void as it concerns Storage Room S101 and Landlord and Tenant shall have no further obligation with respect hereto. [Signatures appear on the following page]. WITNESS the signatures and seals of the parties hereto. WITNESS: LANDLORD: CESC ONE COURTHOUSE PLAZA L.L.C., a Delaware limited liability company BY: CESC Two Courthouse Plaza Manager, L.L.C., General Partner By: (SEAL) Name: Joseph Macnow Title: Executive Vice President 4 WITNESS: TENANT: THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body politic By: Name: Title: Approved as to form: Stephen A. MacIsaac County Attorney Exhibits: Exhibit A Exhibit B #234022v3 Floor Plan of the Expansion Space Declaration to Confirm Expansion Space Commencement Date 5 EXHIBIT A Floor Plan of the Expansion Space [To Be Inserted] A-1 EXHIBIT B Declaration to Confirm Expansion Space Commencement Date Attached to and made part of the First Amendment to Office Building Storage Space Lease dated as of _________________, 2004 entered into by and between CESC ONE COURTHOUSE PLAZA, L.L.C., as Landlord, and THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, as Tenant. Landlord and Tenant do hereby declare that: The Expansion Space Commencement Date is The Partial Termination Date is WITNESS: LANDLORD: CESC ONE COURTHOUSE PLAZA L.L.C., a Delaware limited liability company BY: CESC Two Courthouse Plaza Manager, L.L.C., General Partner By: (SEAL) Name: Joseph Macnow Title: Executive Vice President . . WITNESS: TENANT: THE COUNTY BOARD OF ARLINGTON COUNTY, VIRGINIA, a body politic By: Name: Title: O:\ARLINGTN\LEASES\2004\The County Bd of Arlington Co STORAGE CHPLZ-II 1-9TH FL.DOC B-1