EXHIBIT 10.8
FIRST AMENDMENT TO
GROUND LEASE AGREEMENT
THIS FIRST AMENDMENT TO GROUND LEASE AGREEMENT (the "First Amendment")
is made as of July 1, 1997 by and between TATE DODGE, INC., a Maryland
corporation ("Landlord"), ▇▇▇▇ PROPERTIES, L.L.C. ("New Landlord") and COUNTY
NATIONAL BANK, a national bank ("Tenant").
WHEREAS, on July l, 1996, Landlord and Tenant entered into a Ground
Lease Agreement (the "Agreement") whereunder Landlord leased to Tenant the real
property known as ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇;
WHEREAS, Landlord has transferred the real property that was the
subject of the Agreement to New Landlord.
WHEREAS, Landlord, New Landlord and Tenant desire the New Landlord be
substituted for Landlord in the Lease Agreement with New Landlord being subject
to all provisions of the Lease Agreement as if New Landlord had originally
executed the Lease Agreement as Landlord.
WHEREAS, Landlord, New Landlord and Tenant desire to amend the
Agreement to add certain other real estate owned by New Landlord to the
Agreement and to modify the rent due under the Agreement.
WHEREAS, Landlord, New Landlord and Tenant desire that all provisions
of the Agreement that are not specifically amended by the First Amendment shall
remain in full force and effect.
NOW, THEREFORE, in consideration of the mutual benefits to be derived
hereunder, along with other good and valuable consideration, all of which the
parties acknowledge the adequacy and receipt, the parties hereto, intending to
be legally bound, agree as follows:
1. The name of the Lessor shall be ▇▇▇▇ Properties, L.L.C.
2. All three recitals in the Agreement are deleted in the entirety and
the following substituted therefor:
WHEREAS, Tenant is a national bank operating in Maryland.
WHEREAS, Landlord owns the property known as ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ("Parcel 1") which includes all property on the
southern side of Parcel 1 adjacent to New Jersey Avenue of which New
Landlord or its predecessors have and had possession, ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ("Parcel 2") and ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Parcel 3") (each, a
"Parcel"), all situate in ▇▇▇▇ Arundel County, Maryland (collectively,
the "Premises" or "Property") and described in Exhibit l.
3. The word "Land" is deleted throughout the lease and the words
"Property" or "Premises" are substituted therefor.
4. Paragraph 1 of the Agreement is deleted in its entirety and the
following substituted therefor:
Landlord does hereby lease, demise and let to Tenant, and
Tenant does hereby lease, take and accept from Landlord, pursuant to
the terms and conditions hereinafter set forth, the Land and any
improvements thereon (the "Improvements"). The term of the Lease and
the payment of rent hereunder shall commence for Parcel 1 on June 1,
1996 (the "Commencement Date"). The term of the Lease shall commence on
July 1, 1997 for Parcels 2 and 3. The payment of rent for Parcel 2
shall commence on September 1, 1997. The payment of rent for Parcel 3
shall commence on July 1, 1997. The initial term of this lease shall be
for five years commencing on June 1, 1996 and ending on May 30, 2001.
5. Paragraph 2 is deleted in its entirety.
6. Paragraph 3.A. of the Agreement is deleted in its entirety and the
following substituted therefor as new Paragraph 2.A.:
Tenant covenants to pay to Landlord, at such place as Landlord
shall from time to time direct, basic rent ("Basic Rental") during the
original term of this Lease as follows: Commencing on July 1, 1997, and
until August 3l, 1997, Four Thousand and Fifty Dollars ($4,050.00) per
month; commencing on September 1, 1997, Ten Thousand Three Hundred
Dollars ($10,300.00) per month. The Basic Rental is allocated among the
various parcels as follows: Parcel 1 - $2,800.00; Parcel 2 - $6,250.00
and Parcel 3 - $1,250.00. These allocations are for Tenant's internal
accounting purposes and for apportionate purposes herein. The parties
acknowledge that Parcel 1 constitutes 27.2%, Parcel 2 constitutes
60.67% and Parcel 3 constitutes 12.13% of the total Basic Rental.
7. The second sentence of Paragraph 4 of the Agreement is deleted in
its entirety and the following substituted therefor as new Paragraph 3:
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All of the terms and conditions of this Lease shall remain in force
during any renewal terms except that the Rent for the first year of the
renewal (the "Base Year") shall be $11,000 per month assuming that
there has been no apportionment of the Property as provided for in this
Agreement.
8. Paragraph 10 of the Agreement is amended by adding the phrase ",
general business office" between the words "bank" and "or" in line 2.
9. The phrase "other than for the initial construction of the
Improvements as described in Exhibit 2 hereto" is deleted.
10. Paragraph 16.A. is deleted in its entirety and the following is
substituted therefor as new Paragraph 15.A.:
A. If during the term of this Lease, all or a substantial part
of any Improvements and/or of any Parcel shall be taken by eminent
domain, then, at the option of the Tenant, the Lease shall terminate as
to such Parcel as of the date of such taking, and the rent shall be
apportioned to and ▇▇▇▇▇ from and after, the date of taking, and Tenant
shall have the right to receive any award or damages for such taking
(except as set forth in sub-paragraph D hereof) as related to the
Improvements taken. For purposes of this Paragraph 16, "a substantial
part of any Improvements and/or of any Parcel" shall mean a taking
which renders Tenant unable to carry on its business on the Land or on
any Parcel in substantially the same manner as previously conducted.
Also for purposes of this Paragraph 16, "the rent shall be apportioned"
shall mean an apportionment on a daily basis for that part of the month
in which the Parcel is taken and the percentage of the initial Basic
Rental of the remaining Parcels (as set out in Paragraph 3.A. hereof)
bear to the total initial Basic Rental. For example, if there was a
taking of Parcel 3 on the 15th of a 30-day month, the rent due by
Tenant for the remaining days of that month would be 87.87% of the then
monthly Basic Rental. In this example the Basic Rental would be reduced
by 12.13% of the then total Basic Rental. If Tenant does not exercise
its right to terminate this Lease, the Rent shall be equitably adjusted
based on the amount of the Improvements and/or of any Parcel; and
Tenant shall have the right to participate in any award or damages for
such taking as related to the Improvements taken.
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1l. Paragraph 16.B. is deleted in its entirety and the following is
substituted therefor as new Paragraph 15.B.:
B. If during the term of this Lease, less than a substantial
part of any Improvement or of any Parcel, (as hereinbefore defined)
shall be taken by eminent domain, this Lease shall remain in full force
and effect according to its terms, except that the Basic Rental shall
be equitably adjusted based on the amount of the Improvements and/or
Parcel taken; and Tenant shall have the right to participate in any
award or damages for such taking as related to the Improvements.
12. Paragraph 21 is deleted in its entirety and the following is
substituted therefor as new Paragraph 20:
ADDITIONAL REMEDIES OF LANDLORD.
--------------------------------
A. In the event that this Lease is terminated in the manner
set forth in Section 20 hereof, or by court proceedings or otherwise,
or if any Parcel shall be abandoned by Tenant during the term hereof,
Landlord may for its own account, relet the whole or any portion of
said Parcel for any period equal to or greater or less than the
remainder of the original terms of this Lease for any sum which it may
deem reasonable, to any tenants which it may deem suitable and
satisfactory, and for any use and purposes which it may deem
appropriate, but in no event shall Landlord be under any obligation to
relet any Parcel for any purpose which Landlord may regard as injurious
to the Land, or to any tenant which Landlord, in the exercise of
reasonable discretion shall deem to be objectionable. In the event of
such termination of this Lease or if any Parcel is abandoned, or in the
event of any event of default mentioned in Section 20 hereof, and
whether or not the Parcel be relet, and whether this Lease be
terminated or not, Landlord shall be entitled to recover of Tenant, and
Tenant hereby agrees to pay to Landlord as damages, the following:
(1) An amount equal to the amount to the rent reserved
under this Lease for such Parcel as apportioned in Paragraph 3.A.
hereof, less the rent, if any, collected by Landlord on reletting the
Parcel, which shall be due and payable by Tenant to Landlord on the
several days on which the rent herein reserved would have become
payable under this Lease.
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(2) An amount equal to the cost
(a) of placing the Parcel in the condition in which
Tenant has agreed to surrender it to Landlord; and
(b) of performing any other covenant herein contained
which Tenant has agreed to perform, other than the covenant to pay
rent.
B. The damages mentioned in this Paragraph 21 shall become
immediately due and payable by Tenant to Landlord upon the termination
of this Lease. Without any previous notice or demand, separate actions
may be maintained by Landlord against Tenant from time to time to
recover any damages which, at the commencement of any such action, have
then or theretofore become due and payable to Landlord under this
Section 21, without waiting until the end of the term of this Lease.
13. Paragraph 31(a) is amended to delete the reference to "Tate Dodge,
Inc." and insert therefor the following:
▇▇▇▇ Properties, L.L.C.
Four ▇▇▇▇▇▇ Road, N.E.
Glen Burnie, Maryland 21068-1178
14. The parties hereto agree that all provisions of the Lease Agreement
that are not specifically amended by the First Amendment are in full force and
effect and will be binding upon New Landlord and Tenant including Paragraph 40.
New Landlord and Tenant agree and acknowledge that the consideration contained
herein constitutes adequate consideration for the option to purchase contained
in Paragraph 40 and that the option runs for New Landlord to Tenant.
ATTEST: TATE DODGE, INC.
/s/ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
------------------------------------ -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
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ATTEST: ▇▇▇▇ PROPERTIES, L.L.C.
/s/ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
------------------------------------ -----------------------------------
President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
ATTEST: COUNTY NATIONAL BANK
/s/ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇,
------------------------------------ -----------------------------------
President ▇▇▇ ▇. ▇▇▇▇▇, President
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EXHIBIT 1
PARCEL 1
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BEING known and designated as Lots Nos. Five (5) and Six (6), in Block
72A, on Plat No. 6, and part of Plat No. 5, of ▇▇▇▇ Burnie, amended January,
1938, and filed in Cabinet 1, Rod A-7, No. 7, which said lots are located at the
Northeast corner of the Governor ▇▇▇▇▇▇▇ Highway and Third Avenue, North, have a
combined frontage of 112.82 feet on the Southeasternmost side of said highway
and depth of 158.51 feet on the Northernmost side of Third Avenue North. The
address of Parcel 1 is ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the deed referenced is 7926/684.
Parcel 1 includes all property on the southern side of Parcel 1 adjacent to New
Jersey Avenue of which New Landlord and its predecessors had possession.
PARCEL 2
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BEING the same property described in a Deed from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
to the Grantors herein, dated September 24, 1992 and recorded among the Land
Records of ▇▇▇▇ Arundel County in Liber 5770, folio 746. The address of Parcel 2
is ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. and the deed reference is 7949/100.
PARCEL 3
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All those lots or parcels of land situated in the Fifth Election
District of ▇▇▇▇ Arundel County, State of Maryland, being known and designated
as Lots Nos. 1, 2, 3, and 4, in Block No. 72-A, as shown on Amended Plat of Part
of ▇▇▇▇ Burnie, recorded among the Land Records of ▇▇▇▇ Arundel County in Plat
Cabinet ▇▇. ▇, ▇▇▇ ▇-▇, ▇▇▇▇ ▇▇. ▇, and also being that property shown on plat
recorded among the Land Records of ▇▇▇▇ Arundel County in Liber 3100, Page 898.
Being that property which, by deed dated September 21, 1953, and recorded among
the Land Records of ▇▇▇▇ Arundel County in Liber J.J.H. No. 784, Page 372, was
granted and conveyed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Construction Co., Inc. to Jefferson
Standard Life Insurance Company. The address of Parcel 3 is ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and the deed reference is 7476/383.