Exhibit 10.10
AMENDMENT NO. 7 TO LEASE
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This Amendment No. 7 to Lease ("Amendment") is made and entered into
as of this 21st day of March, 2001, by and between ARDEN REALTY LIMITED
PARTNERSHIP, a Maryland limited partnership ("Landlord"), and JB OXFORD &
COMPANY, a Utah corporation ("Tenant"), with reference to the following facts:
A. St. Xxxxxx Xxxxxxx Hills, Inc. ("St. Xxxxxx") and Otra Clearing,
Inc. ("Otra") entered into that certain Standard Office Lease and Addendum dated
January 31, 1992 (the "Original Lease"), pursuant to which Otra leased certain
space (the "Premises") in the building (the "Project") located at 0000 Xxxxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx.
B. The Original Lease was amended pursuant to that certain Amendment
No. 1 to Lease, dated as of October 31, 1995, by and between St. Xxxxxx and
Tenant, as the successor to Otra's interests under the Original Lease (the
"First Amendment").
C. The Original Lease was further amended pursuant to that certain
Amendment No. 2 to Lease by and between Landlord's predecessor-in-interest and
Tenant, dated July 8, 1996 (the "Second Amendment").
D. The Original Lease was further amended pursuant to that certain
Amendment No. 3 to Lease by and between Landlord and Tenant, dated February 4,
1997 (the "Third Amendment").
E. The Original Lease was further amended pursuant to that certain
Amendment No. 4 to Lease by and between Landlord and Tenant, dated September 7,
1999 (the "Fourth Amendment").
F. The Original Lease was further amended pursuant to that certain
Amendment No. 5 to Lease by and between Landlord and Tenant dated December 7,
1999 (the "Fifth Amendment").
G. The Original Lease was further amended pursuant to that certain
Amendment No. 6 to Lease by and between Landlord and Tenant dated December 21,
2000 (the "Sixth Amendment")
H. The Original Lease, as amended by the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and
the Sixth Amendment is hereinafter collectively referred to as the "Lease."
I. Landlord and Tenant desire to further amend the Lease in
accordance with the terms of this Amendment.
J. All capitalized terms used herein not specifically defined in this
Amendment shall have the meanings ascribed to such terms in the Lease. The term
"Lease" where used in the
Lease shall hereinafter refer to the Lease, as amended by this Amendment. The
term "Premises" shall mean the following suites in the Project: Suites 210, 220
(formerly known as Suite 218) and 525, except that after the Termination Date
(defined below), the Premises shall no longer include Suite 210.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Landlord and Tenant agree as follows:
1. Termination Date. As used in this Amendment, (i) the term
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"Termination Date" shall mean the date that Tenant surrenders legal and actual
possession of the Surrendered Premises to Landlord, and (ii) the term
"Surrendered Premises" shall mean Suite 210. The Termination Date shall occur
no later than June 1, 2001.
2. Surrender of Surrendered Premises. Effective on the Termination
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Date, Tenant hereby surrenders to Landlord, and Landlord hereby accepts the
surrender from Tenant, of all of Tenant's right, title and interest in and to
the Surrendered Premises, the Lease (as it relates only to the Surrendered
Premises) and any other rights of occupancy with respect to the Surrendered
Premises, subject to the rights, duties and limitations set forth in this
Amendment. Except for (a) Tenant's obligations to continue to perform its
monetary obligations under the Lease (including, without limitation, the
obligation to pay rent) until the Termination Date, (b) Tenant's obligations
under the Lease after the surrender of the Surrendered Premises (with respect to
the remainder of the Premises), and (c) those obligations of Tenant under this
Amendment and under the Lease (relating to the Surrendered Premises) or at law
which survive the termination of the Lease (collectively, the "Surviving
Obligations"), from and after the Termination Date, the Lease (as it relates
only to the Surrendered Premises) shall terminate and Landlord and Tenant shall
have no further duties or obligations to one another in connection with the
Lease (as it relates only to the Surrendered Premises). Tenant hereby
acknowledges and agrees that the Surviving Obligations shall include, without
limitation, Tenant's indemnification obligations contained in the Lease.
3. Release by Tenant. Except for such obligations, rights or claims
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as may be created by or arise out of the terms and conditions of this Amendment,
effective on the Termination Date, Tenant, on behalf of itself and its
predecessors, successors, affiliates and assigns, and all other persons, firms
and corporations claiming through Tenant, and each of them (collectively, the
"Tenant Releasing Parties"), does hereby release Landlord and its predecessors,
successors, affiliates and assigns, and their respective partners, officers,
shareholders, agents, contractors, representatives, employees and attorneys
(collectively the "Landlord Released Parties"), of and from any and all claims,
demands, disputes, damages, liabilities, obligations, controversies, debts,
costs, expenses, lawsuits, actions, causes of action and other rights to relief,
both legal and equitable, of every kind and nature, whether now known or
unknown, suspected or unsuspected, past or present, contingent or fixed, which
the Tenant Releasing Parties, or any of them, now have, had, or at any time
hereafter may have, against the Landlord Released Parties, or any of them,
arising out of or in connection with the Lease (as it relates only to the
Surrendered Premises) or the Surrendered Premises.
4. Release by Landlord. Except for the Surviving Obligations and
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such obligations, rights, or claims as may be created by or arise out of the
terms and conditions of this
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Amendment and subject to Tenant's full and timely compliance with all of the
terms and conditions of this Amendment, and to the condition that Tenant not be
in default under any of the terms or conditions of the Lease, effective on the
Termination Date, Landlord, on behalf of itself and its predecessors,
successors, affiliates and assigns, and all other persons, firms and
corporations claiming through Landlord, and each of them (collectively, the
"Landlord Releasing Parties"), do hereby release Tenant and its predecessors,
successors, affiliates and assigns, and their respective partners, officers,
shareholders, agents, contractors, representatives, employees and attorneys
(collectively, the "Tenant Released Parties"), of and from any and all claims,
demands, disputes, damages, liabilities, obligations, controversies, debts,
costs, expenses, lawsuits, actions, causes of action and other rights to relief,
both legal and equitable, of every kind and nature, whether now known or
unknown, suspected or unsuspected, past or present, contingent or fixed, which
the Landlord Releasing Parties, or any of them, now have, had, or any time
hereafter may have, against the Tenant's Released Parties, or any of them,
arising out of or in connection with the Lease (as it relates only to the
Surrendered Premises) or the Surrendered Premises.
5. California Civil Code Section 1542. Except with respect to the
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Surviving Obligations and the obligations of either party under this Amendment,
Landlord, on the one hand, and Tenant, on the other hand, hereby expressly waive
all rights which they have, or may hereafter claim to have, that any claim,
demand, obligation and/or cause of action has, through ignorance, oversight or
error, been omitted from the terms of this Amendment, and hereby expressly waive
all rights they may have, or claim to have, under the provisions of California
Civil Code Section 1542, or equivalent law of any jurisdiction, which provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
6. Condition of Surrendered Premises. Tenant agrees to surrender the
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Surrendered Premises to Landlord in accordance with the terms of Article 29 of
the Original Lease and otherwise in as good order and condition as when Tenant
took possession, reasonable wear and tear excepted. Tenant shall, without
expense to Landlord, remove or cause to be removed from the Surrendered Premises
all debris and rubbish, and such items of furniture, equipment, free-standing
cabinet work, and other articles of personal property owned by Tenant or
installed or placed by Tenant at its expense in the Surrendered Premises, and
such other similar articles of any other persons claiming under Tenant, as
Landlord may, in its sole discretion, require to be removed, and Tenant shall
repair at its own expense all damage to the Surrendered Premises and Project
resulting from such removal.
7. Security Deposit. On and after the Termination Date, Tenant shall
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be entitled to the prompt return of the portion of the security deposit
currently being held by Landlord under the Lease as security for the faithful
performance by Tenant of its duties and obligations under the Lease with respect
to the Surrendered Premises only (which equals $18,511.42). Tenant agrees that
Landlord shall be entitled to keep the balance of the security deposit currently
being held by
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Landlord under the Lease as security for the faithful performance by Tenant of
its duties and obligations under the Lease (with respect to the Surviving
Obligations).
8. Keys. On or before the Termination Date, Tenant shall deliver to
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Landlord all keys to all doors in the Surrendered Premises.
9. Representations and Warranties. Tenant hereby makes the following
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representations and warranties to the other (all of which representations and
warranties, together with all other representations and warranties made in this
Amendment, shall survive the Termination Date):
a. Tenant has have the full power, authority and legal right to
enter into and to perform and observe the provisions of this Amendment without
the authorization and consent of any other party or entity.
b. Tenant has not assigned, sublet, transferred or conveyed, and
agrees not to assign, sublet, transfer or convey, its interest in the
Surrendered Premises, the Lease (as it relates to the Surrendered Premises) or
any claims or potential claims it may have against Landlord or any of the
Landlord Released Parties.
Tenant hereby agrees to indemnify, defend (by counsel
reasonably satisfactory to Landlord) and hold Landlord and the Landlord Released
Parties harmless from and against any claims, actions, causes of action, losses,
liabilities, damages, costs and expenses (including, without limitation,
attorneys' fees and costs) suffered or incurred by Landlord or the Landlord
Released Parties as a result of any breach of Tenant's obligations under this
Amendment including, without limitations, any breach of or inaccuracy in
Tenant's representations and warranties contained in this Amendment.
10. Basic Rental. From and after the later of the Termination Date or
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June 1, 2001 (the "New Commencement Date") until the Expiration Date, Tenant's
obligation to pay Monthly Basic Rental for the Premises (other than Suite 525)
shall be in accordance with the following schedule:
MONTHLY ANNUAL BASIC MONTHLY BASIC MONTHLY RENTAL PER
PERIOD RENTAL RENTAL RENTABLE SQUARE FOOT
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New
Commencement Date $ 909,045.00 $75,753.75 $3.75
- June 30, 2003
July 1, 2003 - $ 957,527.40 $79,793.95 $3.95
December 31, 2005
January 1, 2006 - $1,006,009.80 $83,834.15 $4.15
June 30, 2008
July 1, 2008 - $1,054,492.20 $87,874.35 $4.35
December 31, 2010
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11. Suite 525. Paragraphs 3, 4, 5, 6 and 7 of the Sixth Amendment are
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hereby deleted and replaced with the following: "From and after April 1, 2001
until the Expiration Date, Tenant shall be obligated to pay Monthly Basic Rental
for Suite 525 in accordance with the following schedule:
MONTHLY ANNUAL BASIC MONTHLY BASIC MONTHLY RENTAL PER
PERIOD RENTAL RENTAL RENTABLE SQUARE FOOT
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June 1, 2001 - $117,135.00 $ 9,761.25 $4.11
June 30, 2003
July 1, 2003 - $122,835.00 $10,236.25 $4.31
December 31, 2005
January 1, 2006 - $128,535.00 $10,711.25 $4.51
June 30, 2008
July 1, 2008 - $134,235.00 $11,186.25 $4.71
December 31, 2010
12. Direct Costs. Effective as of the New Commencement Date, (i) the
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Base Year shall be adjusted to be the calendar year 2001 with respect to Suite
525, and (ii) Tenant's Proportionate Share of the Premises (other than Suite
525) shall be 12.73% and Tenant's Proportionate Share of Suite 525 shall be
1.45%.
13. Parking. From and after the Termination Date, Tenant shall rent
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sixty-one (61) unreserved parking passes in the Project's parking facilities at
the then prevailing parking rates in the Project, and otherwise in accordance
with the terms of the Lease. Such parking passes shall be in lieu of any
existing parking passes granted to Tenant under the Lease with respect to the
Premises (other than Suite 525). With respect to Suite 525, Tenant shall rent
seven (7) unreserved parking passes in the Project's parking facilities
(increasing Tenant's total unreserved parking passes to 68) at the then
prevailing parking rates for such passes.
14. Reimbursement of Tenant Improvement Funds. Tenant acknowledges
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and agrees that Landlord paid Tenant an amount equal to $300,000 as a Tenant
Improvement Allowance pursuant to the terms of the Work Letter attached to the
Sixth Amendment as Exhibit "A". As a result and in material consideration of
Landlord's willingness to allow Tenant to terminate its lease of the Surrendered
Premises (rather than Suite 525) pursuant to the terms hereof, Tenant agrees to
refund to Landlord a portion of said Tenant Improvement Allowance. Accordingly,
concurrently with Tenant's execution of this Amendment, Tenant agrees to pay to
Landlord an amount equal to $26,660.20 to reimburse Landlord for that portion of
the Tenant Improvement Allowance paid with respect to the additional usable
square footage Tenant would have been leasing at the Project had Tenant
continued to lease the Surrendered Premises rather than Suite 525.
15. Building Top Signage. Paragraph 14(c) of the Sixth Amendment is
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hereby deleted in its entirety.
16. Estoppel. Tenant warrants, represents and certifies to Landlord
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that as of the date of this Amendment, (a) Landlord is not in default under the
Lease, and (b) Tenant does not have
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any defenses or offsets to payment of rent and performance of its obligations
under the Lease as and when same becomes due.
17. Attorney's Fees. In the event either party shall commence an
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action to enforce any provision of this Amendment, the prevailing party in such
action shall be entitled to receive from the other party, in addition to
damages, equitable or other relief, and all costs and expenses incurred,
including reasonable attorneys fees and court costs and the fees and costs of
expert witnesses, and fees incurred to enforce any judgment obtained. This
provision with respect to attorneys fees incurred to enforce a judgment shall be
severable from all other provisions of this Amendment, shall survive any
judgment, and shall not be deemed merged into the judgment.
18. Brokers. Tenant represents and warrants to Landlord that, other
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than Xxxxxx X. Xxxxxxx, Inc., it has not dealt with any broker with respect to
this Amendment. If Tenant has dealt with any other broker or person, Tenant
shall be solely responsible for the payment of any fees due said person or firm
and Tenant shall protect, indemnify, hold harmless and defend Landlord from any
liability in respect thereto.
19. Authority. Tenant has full power and authority to enter into
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this Amendment and the person signing on behalf of Tenant has been fully
authorized to do so by all necessary corporate or partnership action on the part
of Tenant.
20. Joint and Several. The terms "Landlord" and "Tenant" as used
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herein shall include the plural as well as the singular, the neuter shall
include the masculine and feminine genders and the obligations herein imposed
upon Tenant shall be joint and several as to each of the person, firms or
corporations of which Tenant may be composed.
21. Lease in Full Force. Except for those provisions which are
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inconsistent with this Amendment and those terms, covenants and conditions for
which performance has heretofore been completed, all other terms, covenants and
conditions of the Lease shall remain in full force and effect and Tenant hereby
ratifies the Lease, as amended hereby.
22. Time of Essence. Time is of the essence with respect to the
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obligations of the parties hereunder.
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IN WITNESS WHEREOF, this Amendment is executed as of the date first
written above.
"Landlord" "Tenant"
ARDEN REALTY LIMITED PARTNERSHIP, a JB OXFORD & COMPANY, a Utah corporation
Maryland limited partnership
By: Arden Realty, Inc., a Maryland By: /s/ Xxxxxx X. Xxxxxxxxxxx
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corporation Name: Xxxxxx X. Xxxxxxxxxxx
Title: President
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Title: President ----------------------------------
and Chief Operating Officer Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
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CERTIFIED COPY OF
BOARD OF DIRECTORS RESOLUTIONS OF
JB OXFORD & COMPANY
The undersigned, being the duly elected Corporate Secretary of JB Oxford &
Company, a Utah corporation ("Corporation"), hereby certifies that the following
is a true, full and correct copy of the resolutions adopted by the Corporation
by unanimous written consent in lieu of a special meeting of its Board of
Directors, and that said resolutions have not been amended or revoked as of the
date hereof.
RESOLVED, that the Corporation is hereby authorized to execute, deliver and
fully perform that certain document entitled Amendment No. 7 to Lease
("Amendment") by and between the Corporation and Arden Realty Limited
Partnership, a Maryland limited partnership, for the lease of space at 0000
Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx.
RESOLVED FURTHER that the Corporation is hereby authorized and directed to
make, execute and deliver any and all consents, certificates, documents,
instruments, amendments, confirmations, guarantees, papers or writings as may be
required in connection with or in furtherance of the Amendment (collectively
with the Amendment, the "Documents") or any transactions described therein, and
to do any and all other acts necessary or desirable to effectuate the foregoing
resolution.
RESOLVED FURTHER that the following officers acting together:
_____________ as _______________________ and ________________________ as
____________________ are authorized to execute and deliver the Documents on
behalf of the Corporation, together with any other documents and/or instruments
evidencing or ancillary to the Documents, and in such forms and on such terms as
such officer(s) shall approve, the execution thereof to be conclusive evidence
of such approval and to execute and deliver on behalf of the Corporation all
other documents necessary to effectuate said transaction in conformance with
these resolutions.
Dated: __________________________
________________________________________
______________________, Corporate Secretary
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