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EXHIBIT 10.15(a)
FIRST AMENDMENT TO COST ALLOCATION AGREEMENT
This First Amendment to Cost Allocation Agreement (the "First
Amendment") is made and entered into as of this 15th day of October, 1995, by
and among NHP INCORPORATED, a Delaware corporation ("NHP"), NATIONAL
CORPORATION FOR HOUSING PARTNERSHIPS, a District of Columbia corporation
("NCHP"), and NHP PARTNERS, INC., a Delaware corporation ("Partners").
RECITALS
WHEREAS, NHP and NCHP are all of the original parties to that
certain Cost Allocation Agreement dated August 18, 1995 (the "Allocation
Agreement"), whereby NHP agreed to reimburse NCHP an allocable share of the
rent and other charges payable under the Agreement of Lease dated September 4,
1984 by and between ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇.▇. Associates Limited Partnership and
NCHP, as supplemented and later amended (the "Eye Street Lease"); and
WHEREAS, pursuant to that certain Services Agreement dated
August 18, 1995 by and among NHP, NCHP, and Partners (the "Services
Agreement"), Partners agreed to reimburse NHP an allocable share of all costs
incurred by NHP in providing various administrative and advisory services to
Partners, NCHP and other affiliates of Partners, including an allocable share
of the rent and other charges for occupancy of space from which such services
are provided; and
WHEREAS, NHP and NCHP desire to amend the Allocation Agreement
pursuant to Section 9.4 thereof to reflect an offset of all reimbursements
payable by NHP under the Allocation Agreement with respect to the Eye Street
Lease and all reimbursements payable to NHP under the Services Agreement with
respect to space from which services thereunder are provided, and Partners
wishes to agree to and acknowledge such amended provisions as applicable, all
on the terms set forth in this First Amendment.
NOW, THEREFORE, in consideration of the foregoing and the
respective covenants and agreements set forth in the First Amendment and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, NHP, NCHP and Partners agree as follows:
1. All capitalized terms not otherwise defined herein
shall have the meanings given in the Allocation Agreement.
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2. Effective as of the Effective Date of the Allocation
Agreement, any and all installments of Basic Rent Reimbursement Payments and
Additional Rent Reimbursement Payments payable by NHP under the Allocation
Agreement ("NHP Payment Obligations") shall be offset by the reimbursement
payable by Partners to NHP with respect to the allocable cost of space from
which services are provided to Partners and its affiliates under the Services
Agreement ("Partners Payment Obligations") during the corresponding time
period, and all Partners Payment Obligations shall be offset by NHP Payment
Obligations during the corresponding time period. NHP and Partners agree that
such offsets shall constitute full satisfaction of all NHP Payment Obligations
and Partners Payment Obligations during corresponding time periods,
notwithstanding the fact that NHP Payment Obligations may exceed Partners
Payment Obligations or Partners Payment Obligations may exceed NHP Payment
Obligations with respect to any particular time period.
3. Each of the parties hereto agrees and acknowledges
that, as of the date of the First Amendment, there is no outstanding NHP
Payment Obligation or Partners Payment Obligation due and owing by either
party. NCHP acknowledges that it has no knowledge of any default by NHP on or
prior to the date of the First Amendment in fulfilling any of the terms of the
Allocation Agreement. NCHP hereby waives any claims with respect to the
subject matter of the First Amendment arising on or prior to the date of the
First Amendment.
4. Upon termination of the Allocation Agreement,
Partners shall be required to satisfy all Partners Payment Obligations arising
under the Services Agreement after the date of termination of the Allocation
Agreement. Upon termination of the Services Agreement, the terms of Section 2
provided herein shall be of no further effect, and NHP shall be required to
satisfy all NHP Payment Obligations arising under the Allocation Agreement
after the date of termination of the Services Agreement.
5. The amendments to the Allocation Agreement set forth
herein shall be binding and take effect as of the Effective Date of the
Allocation Agreement.
6. Except as otherwise expressly modified herein, all
terms and conditions of the Allocation Agreement are hereby ratified and
confirmed and are in full force and effect.
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IN WITNESS WHEREOF, the undersigned authorized signatories
have executed this First Amendment as of the date set forth in the first
paragraph of this First Amendment.
NHP INCORPORATED
By:
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Its:
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NATIONAL CORPORATION FOR
HOUSING PARTNERSHIPS
By:
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J. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, III
Its: President and Chief Executive Officer
NHP PARTNERS, INC.
By:
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J. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, III
Its: President and Chief Executive Officer
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