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Exhibit 10.13
AMENDMENT NUMBER THREE
TO THE LEASE
BETWEEN X.X. XXXXXXX COMPANY
AS LANDLORD
AND AMERITRADE HOLDING CORPORATION
FORMERLY TRANSTERRA COMPANY
AS TENANT
COVERING THE PREMISES AT
00000 X XXXXXX
XXXXX, XX
THIS AMENDMENT is made this 29th day of December, 1998, between X.X.
Xxxxxxx Company, a Delaware corporation having offices at 000 Xxxxx Xxxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (the "Landlord"), and AmeriTrade Holding
Corporation, a Delaware corporation having an office at 0000 Xxxxx 000 Xxxxxx,
Xxxxx, Xxxxxxxx 00000 (the "Tenant").
WHEREAS:
A. Landlord and TransTerra Company entered into Lease dated October 5,
1995 (the "Original Lease") whereby TransTerra Company leased certain premises
in the Landlord's building located at 00000 X Xxxxxx, Xxxxx, Xxxxxxxx as
therein more particularly described;
B. The Original Lease was modified by that certain Amendment Number One
dated August 23, 1996 ("Amendment No. 1") increasing the number of rentable
square feet in the said leased premises to 7,753 square feet (collectively, the
"Premises");
C. Effective 9-27-96, TransTerra Company reincorporated in the State of
Delaware and changed its name to AmeriTrade Holding Corporation;
D. The Original Lease was further modified by that certain Amendment
Number Two dated October 6, 1997 ("Amendment No. 2" and together with the
Original Lease and Amendment No. 1, collectively hereinafter called the
"Lease").
E. Landlord and Tenant wish to amend the Lease in accordance with the
terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. This Amendment shall become effective as of November 1, 1998 (the
"Effective Date").
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2. This Amendment is hereby deemed and agreed to render null and void
all the terms, conditions and agreements set forth in that certain
Letter of Agreement dated October 3, 1997 ("Letter Agreement").
3. Section 1.b.(1) of the Original Lease and Section 1 of Amendment No. 2
are hereby deleted and substituted therefor is the following:
"The term of this Lease (the "Lease Term") shall commence on
December 1, 1995, or at such date as the premises are
substantially complete, whichever is earlier (the "Commencement
Date")."
4. Section 1.b.(2) of the Original Lease and Section 2 of Amendment No. 2
are hereby deleted and substituted therefor is the following:
"The Lease Term shall end on November 30, 2001, or such earlier
date as this Lease may terminate as provided herein (the
"Expiration Date").
5. As of the Effective Date, Section 2.a. of the Original Lease, Article I
of Amendment No. 1 and Section 3 of Amendment No. 2 are hereby deleted
and substituted therefor is the following:
"Except as modified by Section c, of this Article 2, beginning on
November 1, 1998, until October 31, 1999, Tenant shall pay
Landlord rent (the "Base Rent") at the annual rate of One Hundred
and Eight Thousand Five Hundred Dollars ($108,500.00), payable in
equal monthly installments of Nine Thousand Forty-One Dollars and
66/100 cents ($9,041.66), in advance on the first day of each
calendar month during this period, at Landlord's address set forth
above, or at such other address as Landlord may specify by written
notice to Tenant from time to time. This rental is based on an
annual rental rate of Thirteen Dollars and 99/100 cents ($13.99)
per rentable square foot.
Thereafter, beginning November 1, 1999, until October 31, 2000,
Tenant shall pay Landlord a Base Rent at the annual rate of One
Hundred Twelve Thousand Eight Hundred Forty Dollars ($112,840.00),
payable in equal monthly installments of Nine Thousand Four
Hundred Three Dollars and 33/100 cents ($9,403.33), in advance on
the first day of each calendar month during this period, at
Landlord's address set forth above, or at such other address as
Landlord may specify by written notice to Tenant from time to
time. This rental is based on an annual rental rate of Fourteen
Dollars and 55/100 cents ($14.55) per rentable square foot.
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Thereafter, beginning November 1, 2000, until the Expiration Date,
Tenant shall pay Landlord a Base Rent at the annual rate of One
Hundred Seventeen Thousand Three Hundred Fifty-Three Dollars and
60/100 cents ($117,353.60), payable in equal monthly installments
of Nine Thousand Seven Hundred Seventy-Nine Dollars and 46/100
cents ($9,779.46), in advance on the first day of each calendar
month during the balance of the Lease Term, at Landlord's address
set forth above, or at such other address as Landlord may specify
by written notice to Tenant from time to time. This rental is
based on an annual rental rate of Fifteen Dollars and 13/100 cents
($15.13) per rentable square foot."
6. As of the Effective Date, Section 3a.(2) of the Original Lease is
hereby deleted and substituted therefor is the following:
"(2) "Base Year for Operating Expenses" - the period from January
1, 1998 to December 31, 1998."
7. As of the Effective Date, Section 3a.(3) of the Original Lease is
deleted and substituted therefor is the following:
"(3) "Base Year for Taxes" - The period from January 1, 1998 to
December 31, 1998.
8. Section 3a.(6) of the Original Lease, Operating Expenses, is revised as
follows:
The words "reasonable and competitive" in line 1 are hereby
deleted and the word "actual" is inserted in lieu thereof.
9. Section 3d.(2) of the Original Lease, Landlord's Statements, is revised
as follows:
The Words "Base Year for Operating Expenses" in line 1 are hereby
deleted and the words "Comparison Year" are inserted in lieu
thereof.
10. Section 3d. (2)(i) of the Original Lease, Landlord's Statements, is
revised as follows:
The word "such" in line 1 is hereby deleted and the word "the" is
inserted in lieu thereof and the words "for Operating Expenses"
are inserted after the words "Base Year" at the end of line 1.
11. Tenant acknowledges and agrees that Landlord has completed all
Landlord's Work specified in Section 4b. of the Original Lease.
12. Section 12 of the Original Lease, Surrender, is revised as follows:
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The following words are inserted in line 7 thereof after the words
"upon termination of this Lease."
"Notwithstanding the foregoing, at the Landlord's option, the
Tenant at its expense, shall remove any alterations or
improvements made subsequent to the completion of the work
identified on Exhibit C upon termination of this Lease and repair
any damage caused by removal or pay Landlord the cost of repair
prior to vacating the Premises. The Landlord shall give Tenant
notice of such requirement to remove at the time Landlord consents
to same. If any alterations or improvements are made without
Landlord's consent in violation of Section 11 hereof, Landlord,
among other things, may require Tenant, at its expense, to remove
same at the end of the Lease Term and repair any damage etc.,
occasioned by such removal."
13. Section 26 of the Original Lease and Section 4 of Amendment No. 2 are
hereby deleted in their entirety and substituted therefor is the
following:
"26. CONDITIONAL OPTION TO RENEW
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a. At Landlord's sole option, Tenant may have the right to extend the
term of this Lease for one (1) year beyond the Expiration Date (the
"Renewal Term"), subject to the provisions of this Article 26.
Tenant must send Landlord notice no later than June 1, 2001, of
Tenant's desire to so extend the term. If Landlord is in agreement
that Tenant may extend the term, Landlord, within thirty (30) days
after receipt of Tenant's notice, shall send Tenant a written notice
(the "Rent Notice") stating the rent for the Renewal Term. If
Landlord does not send a Rent Notice or elects not to extend the
Lease for the Renewal Term, this conditional option shall be deemed
null and void and of no further force or effect. If Landlord elects
to send a Rent Notice, the rent stated shall be Landlord's estimate
of the fair market rental value of the Premises for the Renewal
Term, but shall in no event be less than the rent in effect just
prior to commencement of the Renewal Term. Tenant shall have ten
(10) days after receipt of Landlord's Rent Notice to give Landlord
further written notice accepting or rejecting the rent. If Tenant
rejects the rent, this conditional extension option shall be deemed
null and void and of no further force or effect. If Tenant accepts
the rent, the extension of this Lease shall be deemed effective on
all the same terms and conditions as are herein set forth, except at
the rent stated in the Rent Notice and without any further right of
renewal.
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b. Tenant's rights under this Article 26 shall be subject to
Tenant not being in default at the time it exercises any
conditional option or at the commencement of the Renewal Term.
c. TIME IS OF THE ESSENCE with regard to each party's obligation,
if any, to deliver notices within the time stated pursuant
to Section 26a above."
14. Upon execution of this Amendment, Tenant shall reimburse Landlord for
all of Landlord's reasonable legal costs and expenses incurred in
connection with this Agreement.
15. This Amendment:
(a) Constitutes an amendment to the Lease;
(b) is hereby deemed and agreed to form part of the Lease;
(c) is subject to all terms and conditions of the Lease, except to the
extent that the Lease is specifically amended hereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the ____ day of December, 1998.
Witness: ______________________________________
LANDLORD
________________________ By:___________________________________
Name:_________________________________
Title:________________________________
Witness: Ameritrade Holding Corporation
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TENANT
/s/ Xxxx X. Xxxx By: /s/ XXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxx
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Title: VP, Infrastructure & Facilities
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STATE OF )
) ss:
COUNTY OF )
On this the _______ day of ______________ 1998, before me, the undersigned
officer, personally appeared ___________________________, who acknowledged
himself/herself to be _______________________________ of X.X. XXXXXXX COMPANY, a
Delaware corporation, and that he/she, as such officer, being authorized so to
do, executed the foregoing instrument for the purposes therein contained and
acknowledged the same to be his/her free act and deed and as such officer, the
free act and deed of said corporation.
IN WITNESS WHEREOF, I hereunto set my hand.
________________________________
Notary Public
My Commission Expires:
STATE OF NEBRASKA )
) ss:
COUNTY OF XXXXXXX )
On this the 29th day of December, 1998, before me, the undersigned officer,
personally appeared Xxxxx X. Xxxxxx, who acknowledged himself/herself to be V.P.
of AMERITRADE HOLDING CORPORATION, a Delaware corporation, and that he/she, as
such officer, being authorized so to do, executed the foregoing instrument for
the purposes therein contained and acknowledged the same to be his/her free act
and deed and as such officer, the free act and deed of said corporation.
IN WITNESS WHEREOF, I hereunto set my hand.
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GENERAL NOTARY STATE OF NEBRASKA
XXXX X. XXXX
MY COMM. EXP. SEPT. 30, 1999 /s/ XXXX X. XXXX
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Notary Public
My Commission Expires: Sept. 30, 1999
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