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AMENDMENT, EXTENSION AND RENEWAL OF LEASE
This Amendment, Extension and Renewal of Lease (the "AGREEMENT") is made
and entered into as of the 28th day of August, 1997, by and between ST. LOUIS
BRENTWOOD ASSOCIATES, L.P. (hereinafter referred to as "LANDLORD") and MAGNA
GROUP, INC. (hereinafter referred to as "TENANT").
WITNESSETH:
WHEREAS, St. Louis Brentwood Associates, Ltd., as Landlord, and Landmark
Bancshares Corporation, as Tenant, entered into a certain Landmark Place Lease
with Landmark Bancshares Corporation dated December 19, 1986 (the "Original
Lease") for certain premises in the Building at 0000 Xxxxx Xxxxxxxxx Xxxx.,
Xx. Xxxxx, Xxxxxxxx 00000, now known as Magna Place and previously known as
Landmark Place; and
WHEREAS, the Original Lease was amended by (i) First Amendment dated
November 17, 1987, (ii) Addendum dated February 1, 1990, and (iii) Letter
dated January 9, 1992 (the Original Lease as heretofore amended is referred
to herein as the "Lease"); and
WHEREAS, Landlord and Tenant have agreed to extend the term of the
Lease and amend the Lease in certain respects.
NOW, THEREFORE, in consideration of the premises and promises hereinafter
set forth, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. All of the terms and provisions of the Lease prior to this Agreement
shall remain in full force and effect except:
(A) The initial term of the Lease as referenced in Paragraph 1.6 of
the Original Lease (the "Term") is hereby extended to the 4th day of February,
2009.
(B) Starting January 1, 1998, and on January 1 of each year of the
Term thereafter, the Annual Base Rent per rentable square foot will be:
January 1, 1998 $24.90
January 1, 1999 $25.40
January 1, 2000 $25.90
January 1, 2001 $26.40
January 1, 2002 $26.90
January 1, 2003 $27.40
January 1, 2004 $27.90
January 1, 2005 $28.40
January 1, 2006 $28.90
January 1, 2007 $29.40
January 1, 2008 $29.90
January 1, 2009 $30.40
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(C) In the event of any Change in Control of Tenant as hereinafter
defined or any assignment of the lease by Tenant whether made directly or
indirectly or by operation of law (the "EVENT"), Tenant agrees to pay to
Landlord a fee in the sum of $300,000 (the "Event Fee") on or before the
date the Event occurs and, from and after the date the Event occurs, the
Annual Base Rent per rentable square foot set forth in Paragraph 1(B) above
for the remainder of the then-existing calendar year and each subsequent
calendar year shall immediately be increased by the sum of $1.00 (the "Event
Increase").
As used herein, a "Change in Control of Tenant" means and
shall be deemed to have occurred if:
(a) Any "PERSON" (as such term is defined in Section 3(a)(9)
of the Securities Exchange Act of 1934 [the "Exchange Act"] in effect on the
date hereof and including, without limitation, the manner in which such term
is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes the
"BENEFICIAL OWNER" (as defined in Rule 13d-3 promulgated under the Exchange
Act in effect on the date hereof) directly or indirectly of securities of
the Tenant representing fifty percent or more of the combined voting power of
the Tenant's then outstanding securities, other than any such person that
holds such beneficial ownership as of the date hereof; or
(b) The shareholders of the Tenant approve a merger or
consolidation of the Tenant with any other corporation, other than a merger
or consolidation which would result in the voting securities of the Tenant
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent of the total voting power represented
by the voting securities of the Tenant or such surviving entity outstanding
immediately after such merger of consolidation; or
(c) The shareholders of the Tenant or the Tenant approve a
plan of complete liquidation or an agreement for the sale of disposition (in
one transaction or in a series of transactions) of all or substantially all
of the Tenant's assets.
2. Notwithstanding anything to the contrary set forth in the Lease,
the occurrence of any Change in Control of Tenant described in Paragraph
1(C)(a), Paragraph (C)(b) and/or in Paragraph 1(C)(c) above shall not be
deemed a breach of any provision of the Lease regardless of whether an
assignment of the Lease is executed in connection therewith and regardless
of whether an assignment of the Lease is caused by operation of law and
Landlord hereby agrees that any such assignment shall not require its consent.
3. Landlord and Tenant will each pay all of its own costs, expenses,
fees, and charges relating to the discussions, negotiations, and preparation
of documents including this Agreement, including the costs, expenses, fees,
and charges for their respective attorneys and advisors.
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4. Landlord and Tenant hereby agree that the terms, conditions,
agreements and other covenants set forth herein supersede all terms and
conditions set forth in that certain letter of intent from Landlord to
Tenant dated August 7, 1997 and signed by Tenant on August 7, 1997 (such
letter of intent formally addressed to Mr. G. Xxxxxx Xxxxx, Chairman of the
Board and Chief Executive Officer of Magna Group, Inc.) and such letter of
intent shall be null and void and of no further force and effect.
5. Landlord and Tenant hereby acknowledge to each other that, as
of the date of the signing of this Agreement, the Lease as amended is in
full force and effect, and there are no defaults thereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
LANDLORD: ST. LOUIS BRENTWOOD ASSOCIATES, L.P.
By: St. Louis Brentwood Company, L.P.,
Its General Partner
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Managing General Partner
TENANT: MAGNA GROUP, INC.
By: /s/ G. Xxxxxx Xxxxx
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Name: G. Xxxxxx Xxxxx
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Title: Chairman and CEO
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