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EXHIBIT 10.21
EXCLUSIVE LISTING AGREEMENT
THIS EXCLUSIVE LISTING AGREEMENT ("Agreement") is made as of the 21st
day of April, 2000, by and between EBS BUILDING, L.L.C., a Delaware limited
liability company, c/o PricewaterhouseCoopers LLP, 000 Xxxxxx Xxxxxx, Xxxxx
0000, Xx. Xxxxx, Xxxxxxxx 00000 ("Owner") and COLLIERS XXXXXX XXXXXX XXXXXX,
INC. , a Missouri corporation, 00 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx
00000 ("Broker").
WITNESSETH:
WHEREAS, Owner owns the building presently known as One Financial Plaza,
with an address of 000 Xxxxx Xxxxxxxx, in St. Louis, Missouri, appurtenant
related parking facilities (partly owned in fee, partly by leasehold) and
appurtenant common areas (hereinafter, together with the real estate on which
the same are situated, collectively referred to as the "Property"); and
WHEREAS, Owner desires to engage Broker as Owner's agent to lease the
Property and Broker desires to accept such engagement, upon and subject to the
terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual agreements set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Owner and Broker
hereby agree as follows:
1. EXCLUSIVE RIGHT TO LIST
Owner hereby grants to Broker the exclusive right to obtain tenants for
vacant space in the Property, including the negotiation of renewals of
leases, for the term of this Agreement. Notwithstanding anything to the
contrary herein or elsewhere, all tenants, all terms and conditions of
all lease proposals and all leases and renewals shall be subject to
Owner's sole and absolute discretion. Broker shall have no authority to
extend any offer or make any agreement on behalf of or binding on Owner,
and Broker shall have no authority to accept security or other deposits
in connection with lease proposals or leases or renewals; accordingly, a
lease (or any renewal thereof) shall become effective only when (a)
signed by an authorized signatory on behalf of Owner and tenant and (b)
delivered by Owner to such tenant.
2. TERM
The term of this Agreement shall end, and this Agreement shall terminate
and be of no further force and effect, on October 31, 2001; provided,
however, that (a) Owner and Broker shall each have the right to
terminate this Agreement and end the term without cause at any time by
providing thirty (30) day's prior written notice to the other party, (b)
Owner shall have the further right to terminate this Agreement and end
the term without cause immediately upon the termination of Owner as a
limited liability company or termination of the operating agreement
dated as of September 26, 1997, under which Owner is constituted,
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(c) Owner shall have the further right to terminate this Agreement and
end the term without cause immediately upon the sale of the Property,
the sale, merger or consolidation of Owner, or the mortgaging of the
Property, and (d) Owner and Broker shall each have the right to
terminate this Agreement and end the term for cause immediately upon
giving written notice of such cause and such termination to the other
party.
3. DUTIES OF BROKER
Broker accepts the relationship of trust and confidence established
between Broker and Owner under this Agreement. Broker agrees to take all
actions reasonably required or helpful in leasing vacant space in the
Property as promptly as possible, including promotional, marketing and
lease up activities, using its diligent and best efforts, skill,
judgment, and abilities to show space available for lease within the
Property, offer such space for lease, procure tenants for such space,
cooperate with outside brokers representing such tenants, obtain
financial and reference information on such tenants, and negotiate term
sheets and leases of such space with such tenants, in accordance with
the economics (e.g. full service rates per rentable square foot, minimum
and maximum lease terms, expense stops or base years, etc.) and other
terms and conditions as may be directed by Owner from time to time.
Broker further agrees to take all actions reasonably required to
effectuate the renewal or extension of any lease during the term of this
Agreement. Inquiries for any leases, renewals or extensions or other
agreements for the rental, use or occupancy of the Property shall be
referred to Broker, and related negotiations shall be handled by or
under direction of Broker, subject to the approval and review of Owner
and subject to the participation of legal counsel selected and retained
by Owner to assist as necessary in preparation and negotiation of leases
and other documentation, to provide legal advice in connection with
leasing issues at the Property, and to institute and defend any and all
legal proceedings associated with leasing at the Property; provided that
no such legal proceedings or compromises or settlements of such legal
proceedings shall be undertaken or defended without, in each instance,
the prior written approval of Owner. Without limiting the generality of
the foregoing, Broker specifically agrees to (a) provide monthly
activity reports to Owner on or before the 20th day of each calendar
month, detailing the status of the leasing progress of the Property, and
reflecting leases or renewals or extensions out for signature, proposals
outstanding, prospects shown space within the Property, active
prospects, the stacking plan for the Property, and other marketing
activities, and (b) cooperate in the preparation of the Budget and
revisions to the Budget relating to the ownership and operation of the
Property. Notwithstanding anything to the contrary herein or elsewhere,
Broker shall perform its duties under this Agreement at its own expense
and shall be entitled to no reimbursement of costs other than as
expressly provided in Sections 4, 5 and 6 of this Agreement.
4. COMMISSION ON LEASE
Upon the lease of vacant space in the Property pursuant to a written
lease executed during the term of this Agreement by a tenant procured by
Broker, Owner agrees to pay to Broker a commission in accordance with
Exhibit A attached hereto and incorporated herein by reference. The
commission shall be due and payable in two equal installments: (a) fifty
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percent (50%) upon the last to occur of (i) the execution of the lease
by all parties, (ii) the deposit with Owner of the security deposit, if
any, required under the lease, or (iii) the satisfaction or waiver of
the last of the contingencies, if any, to which the lease may be
subject, and (b) fifty percent (50%) upon the last to occur of (i) the
commencement date of the lease, (ii) the date the tenant accepts
occupancy of the leased premises, or (iii) the first date on which rent
is actually paid if the rent commencement date shall be later than the
commencement of the term. If a cooperating broker has participated in
procuring a lease, Broker shall be responsible for paying any and all
commissions to the cooperating broker after Broker is paid by Owner, and
Broker shall indemnify and hold Owner harmless from and against the
claims of any cooperating broker with claims arising from a cooperating
broker relationship initiated by or through Broker including, but not
limited to, attorneys' fees and expenses in connection with Owner's
defense against such claims. Notwithstanding anything to the contrary
herein or elsewhere, no commission shall be owing to or claimed by
Broker (a) in the event any tenant of the Property, or any person or
entity claiming by, through or under any tenant of the Property,
exercises any option or right to renew or extend the term of a lease
unless (i) said renewal or extension is of a lease entered into prior to
the effective date of this Agreement and said renewal or extension
requires Broker to negotiate and/or calculate the rent due for the
renewal or extension period and Owner is not obligated to pay any other
listing broker a commission in connection with the renewal or extension
of said lease; or (ii) said renewal or extension is of a lease procured
by Broker and said renewal or extension is exercised during the term of
this Agreement; or (b) in the event Owner is obligated to pay a
commission to Insignia/ESG, Inc. in connection with the procurement of
such lease pursuant to the terms of that certain Commercial Property
Management and Leasing Agreement dated December 31, 1997, as amended, a
copy of the First Amendment to which is attached hereto as Exhibit B
(the "First Amendment to Property Management Agreement").
5. POST-TERMINATION COMMISSIONS
Within ten (10) days following the termination of this Agreement, Broker
may submit to Owner a written list of any person or entity proposed by
Broker during the term of this Agreement as a tenant of any vacant space
in the Property, who actually visited the Property during the term of
this Agreement with the intention of leasing space and whose proposal
for such lease was approved in writing by Owner during the term of this
Agreement. Broker's list shall include the names and addresses of such
prospective tenants, and shall identify the vacant space to be leased,
the terms of such lease, the date(s) of the visit(s), and the date of
Owner's approval of the proposal for such lease. Owner may dispute the
validity of the information on such list. Broker shall have no claim of
commission (and hereby waives any claim of commission) with respect to
any person or entity procured or claimed to have been procured by Broker
who shall lease any space within the Property after the termination of
this Agreement unless and except to the extent such person or entity
shall be included on such list so submitted to Owner within ten (10)
days after termination of this Agreement. If either: (a) within ninety
(90) days from the date of termination of this Agreement (the "Initial
Period"), Owner (but not any successor in interest to Owner) enters into
a lease for vacant space in the Property with any such listed person or
entity; or (b) within the period commencing on the ninety first (91st)
day and ending on the one hundred
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eightieth (180th) day after the termination of this Agreement, Owner
(but not any successor in interest to Owner) enters into a lease for
vacant space in the Property with any such listed person or entity and
both (i) the principal terms of such lease were previously agreed to in
writing by Owner and Broker prior to the end of the Initial Period and
(ii) the terms of such lease substantially conform to the terms agreed
to by Owner and Broker during the Initial Period, then unless and except
to the extent Owner shall dispute the inclusion of such person or entity
on the list so submitted by Broker, Owner shall pay Broker the
commission in accordance with Exhibit A. The agreements of this Section
5 shall survive the termination of this Agreement.
6. ADVERTISING AND MARKETING
Broker shall (a) advertise the Property and available space within the
Property; (b) prepare a marketing plan, brochures and collateral
materials for the Property; (c) engage with a competent architectural
firm approved by Owner to provide computer-aided drawings (CAD) of the
rentable areas of the Property and space planning services for
prospective tenants; and (d) engage competent consultants (e.g. public
relations, advertising, etc.) on an "as needed" basis. The content and
extent of Broker's advertising and marketing activities and the services
and consultants engaged by Broker in connection with the same shall be
subject to the prior approval of Owner. Broker's identification signage,
if any, within the Property shall be subject to the prior approval of
Owner, and Broker shall be responsible for assuming that any such
signage conforms to applicable laws and code and all requirements and
restrictions of the leases of the Property and any recorded instruments
encumbering the Property. Upon termination of this Agreement (or sooner,
if directed by Owner), Broker shall remove its identification signage
from the Property and fully restore and repair all damage caused by
installation or removal; and the agreement to do so under this Section 6
shall survive the termination of this Agreement. Broker shall be
responsible for the costs of all marketing, advertising and leasing
activities with respect to the Property, provided, however, that Owner
shall reimburse Broker for all such costs and expenses for which Broker
has obtained the prior written approval of Owner, regardless of whether
said amounts are included in the Budget prepared by Broker pursuant to
Section 3 hereof, and excepting, however, that Owner shall pay the cost
of legal counsel selected and retained by Owner in accordance with
Section 4 of this Agreement.
7. NONDISCRIMINATION
The Property shall be offered without regard to race, color, creed,
religion, national origin, sex, handicap, or familial status.
8. REPRESENTATIONS
Owner makes no representations or warranties regarding the Property or
the condition of the Property including, but not limited to, the
presence or absence of asbestos, PCB transformers, or toxic, hazardous
or contaminated substances in, on or about the Property. Broker is not
authorized to make any representations or warranties relating to the
Property unless and except to the extent expressly approved in writing
by Owner.
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9. INDEMNIFICATION
Owner shall hold harmless and indemnify Broker against any liability,
loss or expense incurred by Broker as a result of any misrepresentation
of Owner or its agents (other than Broker) or the negligence or willful
misconduct of Owner or its agents (other than Broker). Broker shall hold
harmless and indemnify Owner against any liability, loss or expense
incurred by Owner as a result of any misrepresentation of Broker, its
agents, employees, or the negligence or willful misconduct of Broker,
its agents, employees, or invitees. The agreements of this Section 9
shall survive the termination of this Agreement
10. STANDARDS
Broker shall further the interests of Owner in accordance with Owner's
from time to time requirements, procedures and directions, in accordance
with the highest professional standards. Broker shall comply with all
national, federal, state, and municipal laws, regulations, codes,
ordinances, and orders applicable to Broker and the activities of Broker
under and in connection with this Agreement.
11. ASSIGNMENT
Broker shall not be entitled to assign any rights or to delegate any
duties or obligations under this Agreement, and any assignment in
violation of this prohibition shall be void.
12. GOVERNING LAW
This Agreement shall be construed according to and governed by the laws
of the State of Missouri.
13. ATTORNEY'S FEES
In connection with any controversy arising out of this Agreement, the
prevailing party shall be entitled to recover, in addition to costs,
damages or other relief, its attorney's fees and costs incurred.
14. MODIFICATIONS
This Agreement may not be amended, modified or changed, nor shall any
waiver of any provisions hereof be effective, except only by an
instrument in writing and signed by the party against whom enforcement
of any waiver, amendment, change, modification or discharge is sought.
15. NOTICES
All notices or other communications required or desired to be given
hereunder shall be in writing and shall be effective for all purposes if
hand delivered to the parties at the
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respective addresses set forth above (or such other addresses as the
parties may hereafter designate in writing) or sent to the respective
parties at such addresses by (a) certified or registered United States
mail, postage prepaid, (b) expedited prepaid delivery service, either
commercial or United States Postal Service, with proof of attempted
delivery, or (c) by telecopier (with answer back acknowledged and so
long as the original of said telecopy is mailed the next day). A notice
shall be deemed to have been given: in the case of hand delivery, at the
time of delivery; or in the case of mail delivery three (3) days after
having been deposited in the United States mail postage prepaid and
properly addressed; or in the case of notice sent via overnight delivery
service or telecopy, upon receipt.
16. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Broker, as an agent of Owner,
will act as an independent contractor in the performance of this
Agreement. The parties hereby agree that nothing in the Agreement shall
be intended or construed to create an employer-employee relationship, a
partnership, or a joint venture with respect to the Property or
otherwise.
17. SUBORDINATION
This Agreement shall be subject and subordinate to any mortgage or deed
of trust now or hereafter encumbering the Property or any part thereof,
and at the option of the beneficiary of any such mortgage or deed of
trust or any transferee of title to the Property by virtue of
foreclosure of the lien of such mortgage or deed of trust (such option
to be exercised by written notice to Broker) or by transfer in lieu of
foreclosure (i) Broker shall attorn to and recognize such beneficiary or
transferee as the successor to Owner of the Property, and Broker shall
thereupon continue to perform Broker's covenants hereunder or (ii) such
beneficiary or transferee may terminate this Agreement as of the date of
notice of foreclosure or transfer. Broker hereby agrees that the
beneficiary of any such mortgage or deed of trust and the transferee of
title to the Property shall be intended third party beneficiaries of
this Agreement entitled to enforce these provisions.
18. LIENS
Broker agrees to execute and deliver to Owner, as a condition to any
payment due to Broker from Owner hereunder, waivers of lien pursuant to
any statute which may grant Broker the right to a lien on the Property
as may be requested by Owner in connection with such payment. If Broker
is to pay any cooperating broker out of funds paid to Broker by Owner,
Broker shall make no such payments without first obtaining similar
waivers of lien from such cooperating broker, and the delivery of such
waivers of lien from such cooperating broker shall, if requested by
Owner, be a further condition to payment due to Broker. Broker further
agrees that any and all rights which Broker, and anyone claiming by,
through or under Broker, may have to a lien under any statute shall be
at all times subject and subordinate to the lien of any mortgage or deed
of trust, and Broker further agrees, upon Owner's request, to execute
and deliver to the holder of any mortgage or deed of trust against the
Property or any interest therein a subordination agreement expressly
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subordinating any and all such liens rights to the lien of such mortgage
or deed of trust. The agreements of this Section 18 shall survive the
termination of this Agreement.
19. EXCULPATION
Recourse for the obligations of Owner under this Agreement shall be
limited to Owner's interest in the Property. The obligations of Owner
under this Agreement shall not be personally binding on or enforceable
against Owner, nor shall any resort be had to the assets of any of the
members, managers, agents, or asset manager of Owner, as the case may
be, or any of their representatives, partners, members, beneficiaries,
stockholders, employees or agents.
20. BINDING EFFECT
This Agreement shall be binding upon, and shall inure to the benefit of,
the successors and assigns of the parties hereto, subject to the
restrictions and limitations of Sections 12 and 19 of this Agreement.
21. EFFECTIVENESS
This Agreement shall be effective only upon the effectiveness of the
First Amendment to Property Management Agreement.
IN WITNESS WHEREOF, the parties hereto have duly entered into this
Agreement as of the day and year first above written.
OWNER:
EBS BUILDING, L.L.C.
By: PricewaterhouseCoopers LLP,
its Manager
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Name: Xxxxx X. Xxxxxx
--------------------
Title: Partner
-------------------
BROKER:
COLLIERS XXXXXX XXXXXX XXXXXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------
Title: Senior Vice President
--------------------------
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EXHIBIT A
SCHEDULE OF COMMISSIONS
A. BROKER ONLY; CO-BROKER NOT INVOLVED:
DEAL TYPE - NEW LEASE:
Broker shall be paid a commission of 5% of gross rentals to be paid by
the tenant during years 1 - 5 of the initial term of the lease and 3%
thereafter.
DEAL TYPE - RENEWAL:
Broker shall be paid a commission of 2% of gross rentals to be paid by
the tenant during any renewal term(s) of the lease becoming effective
during the term of this Agreement, except to the extent Owner is
obligated to pay any other listing broker a commission.
B. BROKER WITH CO-BROKER INVOLVED:
DEAL TYPE - NEW LEASE:
Broker shall be paid a commission of 2.75% of gross rentals to be paid
by the tenant during years 1 - 5 of the initial term of the lease and
1.65% thereafter. In addition, the Co-Broker shall be paid a commission
at the rate of 2.25% for years 1 - 5 and 1.35% thereafter.
DEAL TYPE - RENEWAL:
Broker shall be paid a commission of 2% of gross rentals to be paid by
the tenant during any renewal term(s) of the lease becoming effective
during the term of this Agreement, except to the extent Owner is
obligated to pay any other listing broker a commission. Any fees to be
paid to a Co-Broker for a renewal term shall require the prior approval
of Owner on a case-by-case basis.
The term "gross rentals" as used in this Exhibit "A" shall mean and refer to the
total of any annual base rent or fixed rent payable by a tenant under any lease,
including leases for expansion space, for an initial lease term or renewal lease
term.
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EXHIBIT B
FIRST AMENDMENT TO
INSIGNIA/ESG AGREEMENT
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EXHIBIT B
FIRST AMENDMENT TO COMMERCIAL PROPERTY
MANAGEMENT AGREEMENT
This FIRST AMENDMENT TO COMMERCIAL PROPERTY MANAGEMENT AGREEMENT (the
"First Amendment") is made and entered into as of the 6th day of April, 2000,
by and between EBS BUILDING, L.L.C., a Delaware limited liability company
("Owner"), and INSIGNIA/ESG, INC., a Delaware corporation ("Manager").
WITNESSETH:
WHEREAS, Owner and Manager entered into a certain Commercial Property
Management and Leasing Agreement dated December 31, 1997 (the "Agreement") for
that certain real estate project owned by Owner and improved with buildings and
related parking facilities and common areas (as more fully described therein,
the "Project") commonly known as The Edison Building and located in the City of
St. Louis, Missouri; and
WHEREAS, Owner has asked to terminate the Agreement effective
immediately with respect to Manager's leasing and marketing rights and
obligations relating to the Project, but otherwise has asked to retain Manager
in connection with the management of the Project, and Manager is agreeable with
such modifications to the relationship of the parties under the Agreement, in
connection with which Manager is willing to waive any sixty (60) day notice
period with respect to cancellation under Section 2.2(d) of the Agreement; and
WHEREAS, words and phrases having defined meanings in the Agreement
shall have the same respective meanings when used herein, unless otherwise
expressly defined herein; and
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree, effective as of the date hereof, as
follows:
1. The title of the Agreement and all references to the
Agreement are hereby modified to delete the words "AND LEASING" from the same,
so that the same shall be entitled "Commercial Property Management Agreement."
2. Section 1.1 of the Agreement is hereby amended in its entirety to
read as follows:
1.1 Appointment. Owner hereby appoints Manager as the manager of the
Project and Manager hereby accepts such appointment upon the terms, covenants
and conditions set forth herein. Manager agrees to use reasonable efforts and to
cooperate with Owner's leasing agent for the Project, all at no additional cost
to Owner.
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3. No cancellation fee under Section 2.2(d) of the Agreement shall be
payable in connection with this First Amendment and the termination of the
Agreement with respect to Manager's leasing and marketing rights and obligations
relating to the Project.
4. No cancellation fee under Section 2.3(a) of the Agreement shall be
payable in connection with this First Amendment and the termination of the
Agreement with respect to Manager's leasing and marketing rights and obligations
relating to the Project.
5. A new Section 2.6 is hereby added to the Agreement to read as
follows:
2.6 Termination of Leasing Obligations. Manager shall have no leasing
and/or marketing rights and shall have no claims as broker with respect to the
Project from and after the date hereof, except only with respect to those
persons and entities whose lease proposals for a portion of the Project have
been approved by Owner prior to the date hereof ("Manager Contacts"), which
Manager Contract(s), as well as the terms, conditions and commission to be paid
in the event a portion of the Project is leased to said Manager Contact(s), are
detailed on the schedule attached hereto as EXHIBIT "1" and incorporated herein
by reference.
6. Section 4.2 of the Agreement is hereby deleted in its entirety.
7. The language of clause (a) of Section 9.2 of the Agreement is hereby
amended by deleting the reference to "Exhibit `D'" and replacing the same with a
reference to "Exhibit `1'".
8. The first grammatical sentence of Section 9.4 is hereby amended in
its entirety to read as follows:
"During the term of this Agreement, Owner shall make available to
Manager finished office space (the "Management Office") on a rent-free basis in
an amount not to exceed 3,000 square feet, and sufficient to allow Manager to
provide first class management and construction supervision activities for the
benefit of the Project."
9. "EXHIBIT D" to the Agreement is hereby deleted in its entirety.
10. Miscellaneous.
a. This First Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all such counterparts, taken
together, shall constitute but one and the same instrument. Facsimile signatures
on any counterpart shall be effective as an original signature, but the parties
hereto agree to deliver to the other original signatures within thirty (30) days
after the date of this First Amendment.
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b. Except as expressly amended and modified hereby, all of the terms and
provisions of this Agreement shall remain unchanged and in full force and effect
and are hereby ratified and confirmed.
c. This First Amendment shall be binding on, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, Owner and Manager have respectively signed
this First Amendment to Commercial Property Management Agreement dated and
effective as of the day and year first written above.
OWNER: MANAGER:
EBS Building, L.L.C., Insignia/ESG, Inc.
a Delaware limited liability company a Delaware corporation
By: PricewaterhouseCoopers L.L.P., By:/s/ J. Xxxx Xxxx
its Manager -------------------
Regional Director
By:/s/ Xxxxx X. Xxxxxx
-------------------
Partner
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EXHIBIT "1"
MANAGER CONTACTS & COMMISSION PAYMENT SCHEDULE
A. MANAGER ONLY; CO-BROKER NOT INVOLVED:
DEAL TYPE - NEW LEASE (AS DESIGNATED IN THE CHART ON THE FOLLOWING
PAGE): Manager shall be paid a commission of 5% of gross rentals to be
paid by the Manager Contact during years 1 - 5 of the initial term of
the lease and 3% thereafter.
DEAL TYPE - RENEWAL (AS DESIGNATED IN THE CHART ON THE FOLLOWING PAGE):
Manager shall be paid a commission of 2% of gross rentals to be paid by
the Manager Contact during any renewal term(s) of the lease. This
provision does not relate to renewals of any new lease entered into with
a Manager Contact.
B. MANAGER WITH CO-BROKER INVOLVED:
DEAL TYPE - NEW LEASE (AS DESIGNATED IN THE CHART ON THE FOLLOWING
PAGE): Manager shall be paid a commission of 2.5% of gross rentals to be
paid by the Manager Contact during years 1 - 5 of the initial term of
the lease and 1.5% thereafter. In addition, the Co-Broker shall be paid
at the rate of 3.5% for years 1 - 5 and 1.5% thereafter.
DEAL TYPE - RENEWAL (AS DESIGNATED IN THE CHART ON THE FOLLOWING PAGE):
Manager shall be paid a commission of 2% of gross rentals to be paid by
the Manager Contact during any renewal term(s) of the lease. Any fees to
be paid to a Co-Broker for a renewal term shall require the prior
approval of Owner on a case-by-case basis. This provision does not
relate to renewals of any new lease entered into with a Manager Contact.
The term "gross rentals" as used in this Exhibit "1" shall mean and refer to the
total of any annual base rent or fixed rent payable by a Manager Contact under
any lease for the initial lease term or renewal lease term, as the case may be.
A commission will be considered earned if, at any time during the 90-day period
following the date of this First Amendment (the "Initial Period"), Owner (but
not any successor in interest to Owner) enters into a lease for vacant space in
the Project with a Manager Contact as set forth below. In addition, a commission
will be considered earned if at any time during the period commencing ninety-one
(91) days and ending one hundred eighty (180) days following the date of this
First Amendment, Owner (but not any successor in interest to Owner) enters into
a lease for vacant space in the Project with a Manager Contact, provided that
(a) the principal terms of such lease have been previously agreed to in writing
by the Owner and Manager Contact prior to the end of the Initial Period, and (b)
the terms of the lease entered into substantially conform to the terms agreed
upon during the Initial Period.
Commissions shall be paid one-half upon execution of a new lease agreement, and
one-half upon occupancy by the Manager Contact. Commissions for expansions of
space and/or renewal terms shall be paid in full upon execution of the
appropriate documentation.
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ONE FINANCIAL PLAZA
MANAGER CONTACTS
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MANAGER CONTACT ADDRESS DEAL
TYPE
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Inflow 0000 Xxxxxxx Xxxxxx, Xxxxxx, XX New
------------------------------------------------------------------------------------------------------------
Anheuser Xxxxx 000 Xxxxxx Xxxxxx, Xx. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
Xxxxx & Xxxxx 000 X. Xxxxxxxx, Xx. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
Energizer, Inc. Xxxxxxx Purina Campus, St. Louis, MO New
------------------------------------------------------------------------------------------------------------
XX Xxxx 0000 Xxxx Xxxxxx, X. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
Habanero Computing Solutions, Inc. 0000 X. Xxxxx, Xx. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
Xxxxxxxx, Phoenix, von Gontard, PC 000 X. Xxxxx Xx., Xx. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
Xxxxx & Xxxx 000 X. Xxxxxxxx New
------------------------------------------------------------------------------------------------------------
Trilinear Corp 000 X. Xxxxxx Xx., Xx. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
CCMSI 000 X. 00xx Xxxxxx, Xx. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
White Coleman 000 Xxxxxxxxxx Xxx., Xx. Xxxxx, XX Renewal
------------------------------------------------------------------------------------------------------------
The Witan Company, LLC 000 Xxxxxxxxxx Xxx., Xx. Xxxxx, XX Renewal
------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx Insurance 0000 Xxxxxx Xxxxxx, Xx. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
Secure Networks 0000 Xxx Xxxxxxxxx, Xxxxxx Xxxx, XX New
------------------------------------------------------------------------------------------------------------
Xxxxxxxxx & Price 000 X. Xxxxxxxx, Xx. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
Peavey Barge 000 X. Xxxxxxxx, Xx. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxx, Inc. 000 Xxxxxxxxxx Xxx., Xx. Xxxxx, XX Renewal
------------------------------------------------------------------------------------------------------------
Husch & Eppenberger 000 X. Xxxxxxxx, Xx. Xxxxx, XX New
------------------------------------------------------------------------------------------------------------
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