EXHIBIT 10.25
FIFTH AMENDMENT TO LEASE
This FIFTH AMENDMENT TO LEASE (hereinafter called "Fifth
Amendment") is made and entered into as of the 11th day of June, 2001 by and
between EBS BUILDING, L.L.C., a Delaware limited liability company ("Landlord"),
and STIFEL FINANCIAL CORP., a Delaware corporation, and XXXXXX, XXXXXXXX &
COMPANY, INCORPORATED, a Missouri corporation (collectively referred to as
"Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a certain Standard
Office Lease dated September 30, 1998 for certain premises located in the
building known and numbered as 000 Xxxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx, which
Standard Office Lease was amended by that certain First Amendment to Lease dated
as of December 1, 1998, and further amended by that certain Second Amendment to
Lease dated as of February 1, 1999 and further amended by that certain Third
Amendment to Lease dated as of September 1, 1999 and further amended by that
certain Fourth Amendment to Lease dated as of November 1, 1999 (hereinafter
collectively referred to as the "Lease"); and
WHEREAS, Tenant wishes to exercise its option to convert the
portion of the Seventh Floor Expansion currently used for storage to general
office space pursuant to the terms of the Seventh Floor Expansion option set
forth in Section 23.34 of the Lease; and
WHEREAS, Tenant wishes to exercise its option with respect to
the remainder of the Seventh Floor Expansion option set forth in Section 23.34
of the Lease; and
WHEREAS, Tenant wishes to exercise its option to lease
approximately one thousand one hundred (1,100) square feet of storage space on
the First Floor Mezzanine of the Building pursuant to the terms of the Option to
Lease Storage Area set forth in Section 23.32 of the Lease; and
WHEREAS, words and phrases having defined meanings in the
Lease shall have the same respective meanings when used herein, unless otherwise
expressly defined herein; and
WHEREAS, Landlord and Tenant desire to amend said Lease as
hereinafter set forth;
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 as follows:
1. Effective May 1, 2001, Section 1.8 of the Lease is hereby
amended in its entirety to read as follows:
1.18. PREMISES: approximately 96,000 rentable square
feet in the Building as depicted on Exhibit A of this Lease
and as improved in accordance with the provisions of Article
11 and Exhibit C of this Lease.
2. Effective May 1, 2001, Section 1.11 of the Lease is hereby
amended in its entirety to read as follows:
1.11. ANNUAL BASE RENT AND MONTHLY BASE RENT
INSTALLMENT:
From 05/01/2001 - 04/30/2003; Annually $ 1,536,000.00; Monthly
$ 128,000.00, based upon a base rental rate of $16.00 per
rentable square foot in the Premises.
From 05/01/2003 - 04/30/2005; Annually $ 1,584,000.00; Monthly
$ 132,000.00, based upon a base rental rate of $16.50 per
rentable square foot in the Premises.
From 05/01/2005 - 04/30/2006; Annually $ 1,632,000.00; Monthly
$ 136,000.00, based upon a base rental rate of $17.00 per
rentable square foot in the Premises.
From 05/01/2006 - 04/30/2007; Annually $ 1,680,000.00; Monthly
$ 140,000.00, based upon a base rental rate of $17.50 per
rentable square foot in the Premises.
From 05/01/2007 - 04/30/2008; Annually $ 1,728,000.00; Monthly
$ 144,000.00, based upon a base rental rate of $18.00 per
rentable square foot in the Premises.
From 05/01/2008 - 04/30/2009; Annually $ 1,776,000.00; Monthly
$ 148,000.00, based upon a base rental rate of $18.50 per
rentable square foot in the Premises.
From 05/01/2009 through 04/30/2010, Annual Base Rent due under
this Lease shall be that amount equal to the number of rentable square
feet constituting the Premises, as acknowledged pursuant to Section 1.8
above, times the product obtained by multiplying $16.50 by a fraction,
the numerator of which shall be the CPI-U (as hereinafter defined) for
April 30, 2009, and the denominator of which shall be the CPI-U (as
hereinafter defined) for February l, 1999, which Annual Base Rent shall
not exceed $22.17 per rentable square foot. The Monthly Base Rent
Installment shall be the amount of Annual Base Rent divided by twelve.
From 05/01/2010 through 04/30/2011, Annual Base Rent due under
this Lease shall be that amount equal to the number of rentable square
feet constituting the Premises, as acknowledged pursuant to Section 1.8
above, times the product obtained by multiplying the Annual Base Rent
for the immediately prior lease year by a fraction, the numerator of
which shall be the CPI-U (as hereinafter defined) for April 30, 2010,
and the
2
denominator of which shall be the CPI-U for April 30, 2009, which
Annual Base Rent shall not exceed $22.84 per rentable square foot. The
Monthly Base Rent Installment shall be the amount of Annual Base Rent
divided by twelve.
As used herein, the term "Consumer Price Index" shall mean The
Consumer Price Index for All Urban Consumers (CPI-U), All Items, U.S.
City Average (1982-1984 = 100) published by the United States
Department of Labor, Bureau of Labor Statistics. In the event the
Consumer Price Index is not published effective as of the date(s)
referred to above, then the adjustment shall be measured from the date
most immediately preceding the date(s) in question. If the Consumer
Price Index is changed so that the base year differs from that
referenced above, the Consumer Price Index shall be converted in
accordance with the conversion factor published by the United States
Department of Labor, Bureau of Labor Statistics. If the Consumer Price
Index is discontinued or revised during the Term, such other
governmental index or computation with which it is replaced shall be
used in order to obtain substantially the same result as would be
obtained if the Consumer Price Index had not been discontinued or
revised.
3. Effective May 1, 2001, Section 1.14 of the Lease is amended
to read as follows:
1.14. TENANT'S PROPORTIONATE SHARE: 22.11%.
4. Effective May 1, 2001, a new Section 1.22 shall be added to
the Lease to read as follows:
1.22. STORAGE AREA: Approximately 1,100 useable
square feet of storage space located on the First Floor
Mezzanine of the Building, as depicted on Exhibit A of this
Lease. See Section 23.32 of the Lease.
5. Effective May 1, 2001, Section 23.9 of the Lease is amended
to read as follows:
23.9. BROKERAGE: Each of the parties hereto warrants
to the other that, except as set forth in Article 1 hereof,
such party has not obligated the other party for any finders',
brokers' or other agents' commission, fees or other
remuneration in connection with this Lease; and each party
shall indemnify and hold the other harmless from and against
any and all claims for such fees alleged to have been incurred
by such party; and Tenant hereby further agrees to indemnify
and hold Landlord harmless from and against any and all claims
for such fees alleged to have been incurred by such party in
connection with Tenant's Lease of the Seventh Floor Expansion
provided in Section 23.34.a. of the Lease.
3
6. Effective May 1, 2001, Addendum No. 1 to the Lease is
amended as follows:
a. Section 23.32 of the Lease is hereby amended to
read as follows:
23.32. STORAGE AREA. Landlord hereby leases unto
Tenant and Tenant hereby accepts from Landlord approximately
1,100 useable square feet of storage space located on the
First Floor Mezzanine of the Building, and designated as
Storage Space S-1A (the "Storage Area"), all as outlined on
the floor plan attached hereto as Exhibit A. The Storage Area
shall be made available to Tenant on or prior to May 1, 2001.
The annual rent for the Storage Area shall be Eight Thousand
Eight Hundred and 00/100 Dollars ($8,800.00) ($8.00 per
useable square foot), payable in equal monthly installments of
Seven Hundred Thirty Three and 33/100 Dollars ($733.33) each
and shall be added to Tenant's Annual Base Rent obligations
hereunder. The Storage Area shall be delivered to Tenant in
its "as is" condition. Tenant agrees that the Storage Area may
be used only for the storage (and not any use or operation) of
furniture, office equipment, supplies and boxes and may not be
used for storage of any dangerous or noxious materials or the
operation of computer equipment. Tenant's use of the Storage
Area shall be in full compliance with the applicable
provisions of the Lease. The term of the lease of the Storage
Area shall expire concurrent with the expiration of the Term
of the Lease, unless otherwise earlier terminated by agreement
of the parties. Landlord reserves the right to relocate the
Storage Area pursuant to Section 3.4 of the Lease.
7. Tenant Improvement Allowance. Landlord shall, at Landlord's
sole cost and expense (not to exceed Sixty Three Thousand Five Hundred Fifty
Five and 00/100 Dollars ($63,555.00), which amount is $15.00 per rentable square
foot of the Seventh Floor Expansion) (the "Seventh Floor Expansion Allowance"),
make certain improvements to the Seventh Floor Expansion in accordance with
plans and specifications identified on Exhibit B-1 attached hereto and
incorporated herein by reference (the "Tenant's Expansion Plans"). In the event
Tenant does not utilize the entire Seventh Floor Expansion Allowance for
improvements to the Seventh Floor Expansion, then Tenant may utilize any unused
portion of the Expansion Allowance for other improvements to the Premises, as
approved by Landlord; provided, however, that Tenant must use this unused
portion on or before December 1, 2001 or Landlord will have no further
obligation with respect to the Seventh Floor Expansion Allowance. In the event
the cost of constructing such improvements to the Seventh Floor Expansion
exceeds the Seventh Floor Expansion Allowance, Tenant shall pay for all such
costs within ten (10) days of receipt of Landlord's invoice therefor. In no
event shall the remainder of the Seventh Floor Expansion Allowance, if any, be
used for Rent. The improvements to be constructed in connection with Tenant's
lease of the Seventh Floor Expansion shall be considered alterations and the
plans therefor and the construction thereof shall be subject to the provisions
of Article 11 of this Lease.
8. Exhibits. Effective May 1, 2001, Exhibit A to the Lease is
hereby deleted and Exhibit A attached to this Fifth Amendment is substituted
therefor.
4
9. Miscellaneous.
a. This Fifth 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 Fifth Amendment.
b. Except as expressly amended and modified hereby, all of the
terms and provisions of this Lease shall remain unchanged and in full force and
effect and are hereby ratified and confirmed.
c. This Fifth Amendment shall inure to the benefit of the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, Landlord and Tenant have respectively
signed this Fifth Amendment to Indenture of Lease as of the day and year first
written above.
LANDLORD:
EBS BUILDING, L.L.C.
By: PricewaterhouseCoopers LLP, its Manager
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Title: Partner
---------------------------------
Date:
--------------------
TENANT:
STIFEL FINANCIAL CORP.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Sr. Vice President - Chief
Financial Officer
---------------------------------
Date:
--------------------
5
XXXXXX, XXXXXXXX & COMPANY,
INCORPORATED
By: /S/ Xxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Sr. Vice President - Chief
Financial Officer
---------------------------------
Date:
--------------------
6
EXHIBIT A
[New Premises]
7
