EXHIBIT 10.9(A)
FIRST AMENDMENT TO LEASE AGREEMENT
AMENDMENT dated this 10th day of October, 1998, by and between BROADWAY
SQUARE PARTNERS, LLP, a Missouri limited liability partnership ("Landlord")
having its principal office at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx
00000, and UNITED FIDELITY LIFE INSURANCE COMPANY ("Tenant") having its
principal office at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000.
WHEREAS, Landlord is successor to Broadway Square Partners, a Missouri
general partnership.
WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement
dated February 24, 1988 (the "Lease") relating to the premises herein described
and located in the building now known as 0000 Xxxxxxxx (formerly 000 Xxxxxxxx
Xxxxxx), Xxxxxx Xxxx, Xxxxxxxx.
WHEREAS, the parties which to amend the Lease as hereinafter more
specifically provided, including the extension of the term and a change in the
amount of the base rent.
WHEREAS, terms which are capitalized but not defined herein shall have the
same meanings which are given to such terms in the Lease.
NOW, THEREFORE, in consideration of the premises and the mutual terms,
covenants, and conditions herein contained, the receipt and legal sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. The Premises. The premises shall contain 45,231 square feet of net
rentable area and shall include the areas described in Exhibit A attached hereto
and made a part of hereof (the "Premises").
2. Extension of the Term. The term of the Lease is hereby extended for a
term commencing immediately upon the expiration of the original term of the
Lease and ending September 30, 2010. The extended term shall be upon the same
terms, covenants and conditions as those of the initial term, as the same shall
have been amended by this amendment.
3. Base Rental. The Base Rental under the Lease for the 12th floor (22,687
square feet) shall be $13.65 per square foot and $15.83 per square foot for the
Penthouse floor (22,544 square feet) for the period beginning September 1, 1998
and ending on the fifteenth anniversary of the Commencement Date. On the
fifteenth and twentieth anniversaries of the Commencement Date the Base Rental
shall be adjusted as provided in Section 7 of the Lease, except that it shall be
increased from the amount thereof hereinabove provided and payable on September
1, 1998, and not from the amount thereof payable on the Commencement Date or the
date of the otherwise last adjustment.
4. Base Rental After Loan Default. Notwithstanding any other provision of
the Lease and this Amendment, including without limitation Section 3 hereof, if
and when a default occurs under the Promissory Note (the "Note") made by
Landlord to Massachusetts Mutual Life Insurance Company ("Mass Mutual") in the
original principal amount of $24,000,000 or a default under any of the loan or
security documents securing the Note (the "Loan Documents") including the Deed
of Trust and Security Agreement, and if such default remains uncured beyond the
period of cure provided in the loan documents, the Base Rental from and after
such default shall be as follows:
a) During the period beginning September 1, 1998 and ending August 31,
2003, the annual Base Rental shall be $14.00 per square foot of net
rentable area which extends to $633,234 per annum.
b) During the period beginning September 1, 2003 and ending August 31,
2010, the annual Base Rental shall be $15.00 per square foot of net
rentable area which extends to $678,465 per annum.
5. For the Benefit of Mass Mutual. In consideration of the execution and
delivery by Mass Mutual, the current holder of the note, of Subordination,
Nondisturbance and Attornment Agreement dated at the date of the Note for the
benefit of the Tenant, the legal sufficiency of which is hereby acknowledged by
Tenant, the rights and benefits of the foregoing Section 4 shall inure to the
benefit of the holder of the Note, and the holder of the Note shall in all
respects be entitled to enforce the provisions of Section 4 by all remedies at
law or in equity directly against the Tenant without joinder of Landlord.
6. The Lease. Except as hereinabove provided, the Lease remains unchanged
and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment of Lease
as of the day and year first above written.
LANDLORD: TENANT:
BROADWAY SQUARE PARTNERS, LLP, UNITED FIDELITY LIFE INSURANCE COMPANY
a Missouri limited liability partnership
By: SCOL, Inc., a General Partner,
a Missouri corporation
By: By:
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Xxxxxx X. Xxxxxx, Secretary and
Authorized Representative Name:
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Title:
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By: DST SYSTEMS, INC., a General Partners,
A Delaware corporation.
By:
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Xxxxxxx X. Xxxxx, Vice President
and Authorized Representative