1
EXHIBIT 10.10
SECOND AMENDMENT TO LEASE
This SECOND AMENDMENT TO LEASE (hereinafter called "Second Amendment")
is made and entered into as of the 1st day of February, 1999 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 (hereinafter collectively referred to as 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. Section 23.34.a. of the Lease is hereby amended in its entirety to
read as follows:
a. SEVENTH FLOOR EXPANSION. Tenant shall lease and occupy, on or
before May 1, 2001, the approximately 4,237 rentable square feet of the
seventh floor of the Building and designated as the Seventh Floor
Expansion (the "Seventh Floor Expansion"), all as outlined on the floor
plan attached hereto as Exhibit J, solely for storage or office use.
The term for Tenant's lease of the Seventh Floor Expansion shall expire
conterminously with the Lease. Tenant may commence the lease of all or
a portion of the Seventh Floor Expansion prior to May 1, 2001 only by
giving Landlord at least one hundred twenty (120) days prior written
notice, which written notice shall include (i) the number of square
feet to be occupied (which shall not be less than 500 rentable square
feet); (ii) Tenant's proposed use of said portion of the Seventh Floor
Expansion; and (iii) a representation and warranty that Tenant has not
obligated Landlord for any finders', brokers' or other agents'
commission, fees or other remuneration in connection with the exercise
of the rights granted by this Section 23.34.a. Tenant hereby agrees to
indemnify and hold Landlord harmless from and against any and all
claims for such fees payable to any person or entity other than
Insignia/ESG arising out of any act of Tenant in connection with the
lease of the Seventh Floor Expansion. Annual Base Rent for the Seventh
Floor Expansion shall be charged at the rate per rentable square foot
then in effect for the Premises times the number of rentable square
feet occupied by Tenant in the Seventh Floor Expansion, which rate
shall thereafter be increased pursuant to Section 1.11 of the Lease;
provided, however, that in the event Tenant elects to use any portion
of the Seventh Floor Expansion for storage,
2
the Annual Base Rent for the portion of the Seventh Floor Expansion
used for storage shall be the rate of $8.00 per square foot until April
30, 2001. From and after May 1, 2001, Annual Base Rent for the entirety
of the Seventh Floor Expansion shall be the rate for such period as set
forth in Section 1.11 of the Lease, whether such space is used for
storage space or office space. Tenant's rent obligations with respect
to the Seventh Floor Expansion (or a portion thereof) shall commence
upon the tender of possession thereof by Landlord to Tenant pursuant to
Tenant's written notice delivered pursuant to this Section 23.34.a, and
Tenant shall commence payment of rent on the entirety of the Seventh
Floor Expansion by not later than May 1, 2001, without regard to
whether or not Tenant has commenced occupancy thereof or delivered any
notices to Landlord under this Section 23.34.a. In addition, Tenant's
Proportionate Share shall be concurrently adjusted to reflect
Landlord's tender of possession of all or any portion of the Seventh
Floor Expansion, with all other terms of this Lease to remain the same.
Landlord and Tenant hereby agree to execute an amendment to the Lease
reflecting the Seventh Floor Expansion and other adjustments set forth
in this Section 23.34.a. The number of rentable square feet encompassed
by each Tenant election with respect to the Seventh Floor Expansion
shall be field verified by Landlord's Architect. Landlord shall provide
Tenant with a tenant improvement allowance for the Seventh Floor
Expansion in an amount equal to $15.00 per rentable square foot of the
Seventh Floor Expansion only for such portions of the Seventh Floor
Expansion which are used for office space and Landlord shall not
provide any tenant improvement allowance to Tenant for any portion of
the Seventh Floor Expansion used for storage. In the event Tenant does
not utilize the $15.00 per rentable square foot allowance on the
Seventh Floor Expansion ("Seventh Floor Expansion") for improvements to
the Seventh Floor Expansion prior to May 1, 2000, then Tenant may
utilize any unused portion of the Seventh Floor Expansion Allowance for
other improvements to the Premises, provided that Tenant must use this
unused portion by December 1, 2001, or Landlord will have no further
obligation with respect to the Seventh Floor Expansion Allowance. 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 construction thereof shall be subject to the provisions of
Article 11 of this Lease. The cost of any necessary demising walls in
connection with Tenant's use of a portion of the Seventh Floor
Expansion for office use shall be paid by Tenant. Prior to May 1, 2001,
the portion of the Seventh Floor Expansion used for storage space shall
not be factored in any adjustment to Tenant's Proportionate Share. Such
portions of the Seventh Floor Expansion shall be delivered to Tenant in
its "as is" condition. Tenant agrees that the portion of the Seventh
Floor Expansion used for storage may be used only for 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.
2. Miscellaneous.
a. This Second 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 Second Amendment.
2
3
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 Second 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
First 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/Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
-------------------------------
Title: Secretary
Date:
----------------------------------
XXXXXX, XXXXXXXX & COMPANY,
INCORPORATED
By: /s/Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
-------------------------------
Title: Secretary
Date:
----------------------------------
3
