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EXHIBIT 10.9
FIRST AMENDMENT TO LEASE
This FIRST AMENDMENT TO LEASE (hereinafter called "First Amendment") is
made and entered into as of the 1st day of December, 1998 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 (the "Lease") for certain premises located in the
building known and numbered as 000 Xxxxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx; 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 1.4 of the Lease is hereby amended in its entirety to read
as follows:
1.4. DATE OF PRELIMINARY SPACE PLAN: November 13, 1998
DATE OF FINAL SPACE PLAN: December 2, 1998 (12:00 Noon)
TENANT'S PLAN SUBMITTAL DATE
FOR INITIAL PREMISES: December 14, 1998
LANDLORD'S PLAN APPROVAL DATE
FOR INITIAL PREMISES: December 24, 1998
TENANT'S PLAN SUBMITTAL DATE
FOR SUBSEQUENTLY DELIVERED
PREMISES: December 14, 1998
LANDLORD'S PLAN APPROVAL DATE
FOR SUBSEQUENTLY DELIVERED
PREMISES: December 24, 1998
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2. Section 1.5 of the Lease is hereby amended in its entirety
to read as follows:
1.5 LEASE COMMENCEMENT DATE: February 1, 1999
RENT COMMENCEMENT DATE: February 1, 1999
LEASE EXPIRATION DATE: April 30, 2011
3. Section 1.6 of the Lease is hereby amended in its entirety to read
as follows:
1.6 TERM: Twelve (12) years and three (3) months
4. Section 1.8 of the Lease is hereby amended in its entirety to read
as follows:
1.8 PREMISES: approximately 91,763 rentable square feet in the
Building as depicted in Exhibit A of this Lease and as improved in
accordance with the provisions of Exhibit C of this Lease.
5. Section 1.11 of the Lease is hereby deleted in its entirety and
replaced with the following:
1.11. ANNUAL BASE RENT AND MONTHLY BASE RENT INSTALLMENT:
From 02/01/1999 - 4/30/1999; Annually $150,000.00; Monthly $12,500.00,
based upon a base rental rate of $15.00 per rentable
square foot.
From 05/01/1999 - 04/30/2000; Annually $1,376,445.00; Monthly
$114,703.75, based upon a base rental rate of $15.00 per rentable
square foot.
From 05/01/2000 - 04/30/2001; Annually $1,422,326.50; Monthly
$118,527.21, based upon a base rental rate of $15.50 per rentable
square foot.
From 05/01/2001 - 04/30/2002; Annually $1,468,208.00; Monthly
$122,350.67, based upon a base rental rate of $16.00 per rentable
square foot.
From 05/01/2002 - 04/30/2003; Annually $1,468,208.00; Monthly
$122,350.67, based upon a base rental rate of $16.00 per rentable
square foot.
From 05/01/2003 - 04/30/2004; Annually $1,514,089.50; Monthly
$126,174.13, based upon a base rental rate of $16.50 per rentable
square foot.
From 05/01/2004 - 04/30/2005; Annually $1,514,089.50; Monthly
$126,174.13, based upon a base rental rate of $16.50 per rentable
square foot.
From 05/01/2005 - 04/30/2006; Annually $1,559,971.00; Monthly
$129,997.58, based upon a base rental rate of $17.00 per rentable
square foot.
From 05/01/2006 - 04/30/2007; Annually $1,605,852.50; Monthly
$133,821.04, based upon a base rental rate of $17.50 per rentable
square foot.
From 05/01/2007 - 04/30/2008; Annually $1,651,734.00; Monthly
$137,644.50, based upon a base rental rate of $18.00 per rentable
square foot.
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From 05/01/2008 - 04/30/2009; Annually $1,697,615.50; Monthly
$141.467.96, based upon a base rental rate of $18.50 per rentable
square foot.
From 05/01/2009 through 04/30/2010, Annual Base Rent due under this
Lease shall be that amount equal to the number of rentable square feet
constituting the Premises, as acknowledged pursuant to Section 1.8 above,
times the product obtained by multiplying $16.50 by a fraction, the
numerator of which shall be the CPI-U (as hereinafter defined) for April 30,
2009, and the denominator of which shall be the CPI-U (as hereinafter
defined) for February l, 1999, which Annual Base Rent shall not exceed
$22.17 per rentable square foot. The Monthly Base Rent Installment shall be
the amount of Annual Base Rent divided by twelve.
From 05/01/2010 through 04/30/2011, Annual Base Rent due under this
Lease shall be that amount equal to the number of rentable square feet
constituting the Premises, as acknowledged pursuant to Section 1.8 above,
times the product obtained by multiplying the Annual Base Rent for the
immediately prior lease year by a fraction, the numerator of which shall be
the CPI-U (as hereinafter defined) for April 30, 2010, and the denominator
of which shall be the CPI-U for April 30, 2009, which Annual Base Rent shall
not exceed $22.84 per rentable square foot. The Monthly Base Rent
Installment shall be the amount of Annual Base Rent divided by twelve.
As used herein, the term "Consumer Price Index" shall mean The Consumer
Price Index for All Urban Consumers (CPI-U), All Items, U.S. City Average
(1982-1984 = 100) published by the United States Department of Labor, Bureau
of Labor Statistics. In the event the Consumer Price Index is not published
effective as of the date(s) referred to above, then the adjustment shall be
measured from the date most immediately preceding the date(s) in question.
If the Consumer Price Index is changed so that the base year differs from
that referenced above, the Consumer Price Index shall be converted in
accordance with the conversion factor published by the United States
Department of Labor, Bureau of Labor Statistics. If the Consumer Price Index
is discontinued or revised during the Term, such other governmental index or
computation with which it is replaced shall be used in order to obtain
substantially the same result as would be obtained if the Consumer Price
Index had not been discontinued or revised.
6. Section 1.14 of the Lease is hereby amended in its entirety to
read as follows:
1.14 TENANT'S PROPORTIONATE SHARE: On and after the Lease Commencement
Date to the day immediately prior to Landlord's delivery of
possession of the Subsequently Delivered Premises pursuant to
Section 3.2 of this Lease: 2.30%;
On and after the day Landlord delivers possession of the
Subsequently Delivered Premises pursuant to Section 3.2 of this
Lease: 21.14%.
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7. Section 1.17 of the Lease is hereby amended by (i) changing the
number "21" in the third line to "23"; (ii) changing the number "21" in the
thirteenth line to "19"; (iii) changing the phrase "eleven (11)" in the twenty
first line to "thirteen (13)"; (iv) changing the word "sixteen" in the twenty
fifth line to "eighteen"; and (v) changing the phrase "four (4)" in the twenty
sixth line to "five (5)."
8. Section 1.22 of the Lease is hereby deleted in its entirety.
9. Section 3.2 of the Lease is hereby amended by (i) changing the
word "January" in the first line to "February"; (ii) changing the word "eighth"
in the third line to "seventh"; (iii) changing the word "April" in the third and
tenth lines to "May"; (iv) changing the word "March" in the twelfth line to
"April"; (v) adding after the phrase "or resulting from changes or additions to
Tenant's plans after the initial submission" in the thirty eighth and thirty
ninth lines the phrase ", or resulting from errors, omissions, defects or other
inadequacies in Tenant's plans or the related construction drawings"; and (vi)
deleting the tenth grammatical sentence thereof in its entirety and substituting
the following therefor:
If the Subsequently Delivered Premises are not ready for occupancy
on or prior to May 1, 1999, this Lease shall nevertheless continue in
effect, but (a) Rent with respect to such portion of the Subsequently
Delivered Premises which is not ready for occupancy shall xxxxx, and
(b) the Lease Expiration Date shall be extended for a period
commensurate with such period of Rent abatement, if any, with respect
to the Subsequently Delivered Premises, and Landlord shall have no
other liability whatsoever on account thereof. In addition to the
foregoing Rent abatement and extension of the Term, if the Subsequently
Delivered Premises are not ready for occupancy on or prior to June 1,
1999, Landlord shall reimburse Tenant for any increase in base rent
payable by Tenant in its current premises at 000 Xxxxx Xxxxxxxx, Xx.
Xxxxx, Xxxxxxxx (which reimbursement obligation shall not, however,
exceed One Thousand Two Hundred Ninety Eight and 63/100 Dollars
($1,298.63) per day), and Landlord shall have no other liability
whatsoever on account thereof.
10. Exhibit A to the Lease is hereby deleted and Exhibit A attached to
this Amendment is substituted therefor.
11. Exhibit C, "Work To Be Performed In The Premises," is hereby
amended as follows:
a. The word "April" appearing in the eighth line of the
introductory paragraph is hereby changed to "May."
b. Subsections 1 and 2 of Section C, "Approval Procedures," are
hereby deleted in there entirety and replaced with the following:
1. Tenant has engaged, with Landlord's approval as to the scope
of
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work and the cost of work, a design firm to prepare one space plan for
the proposed improvements to the Premises. In the event Tenant shall
have commenced payment of Rent on the entirety of the Premises (91,763
rentable square feet) on or prior to April 1, 1999, Landlord shall pay
the cost of said space plan, in an amount not to exceed Fourteen
Thousand Six Hundred Eighty Two and 09/100 Dollars ($14,689.09).
Otherwise, the cost of said space plan shall be deducted from the
Tenant Improvement Allowance.
2. Based on the space plan to be delivered by Tenant to Landlord
by October 1, 1998 and to be modified by Tenant as reasonably required
by Landlord (and revised to incorporate such modifications) by November
13, 1998 (the "Preliminary Space Plan"), Tenant shall commence the
preparation of the plans and specifications (the "Construction
Documents") necessary to construct the Initial Premises. At or prior to
5:00 p.m. on December 1, 1998, Tenant shall deliver to Landlord a space
plan reflecting changes only to that portion of the Premises on the
seventh floor of the Building, which shall be modified by Tenant as
reasonably required by Landlord (and revised to incorporate such
modifications) by 12:00 Noon on December 2, 1998 (the "Final Space
Plan"), which Final Space Plan shall be substituted for the Initial
Space Plan as the basis for the preparation of the Construction
Documents. Tenant shall deliver the Construction Documents to Landlord
for review and approval no later than December 14, 1998 (the "Tenant's
Plan Submittal Date for Initial Premises"). Landlord shall review the
Construction Documents and shall either return the same to Tenant,
marked approved or with Landlord's necessary changes indicated no later
than December 24, 1998 (the "Landlord's Plan Approval Date for Initial
Premises"). In the event that Landlord indicates changes to the
Construction Documents, Tenant shall promptly make the indicated
changes and return the revised Construction Documents to Landlord for
Landlord's review and approval. Landlord shall have five (5) days after
receipt of the revised Construction Documents to approve and return to
Tenant the Construction Documents. Construction Documents, with
Landlord's requested revisions, must be signed by the Tenant (together
with the Construction Documents so approved for the Subsequently
Delivered Premises, the "Approved Construction Documents") to authorize
Landlord to complete the work to the Initial Premises (work on the
Initial Premises will not begin until such approval is received by
Landlord).
Based on the Final Space Plan, Tenant shall prepare the
Construction Documents necessary to construct the Subsequently
Delivered Premises. Tenant shall deliver the Construction Documents to
Landlord for review and approval no later than December 14, 1998 (the
"Tenant's Plan Submittal Date for Subsequently Delivered Premises").
Landlord shall review the Construction Documents and shall either
return the same to Tenant, marked approved or with Landlord's necessary
changes indicated no later than December 24, 1998 (the "Landlord's Plan
Approval Date for Subsequently Delivered Premises"). In the event that
Landlord indicates changes to the Construction Documents, Tenant
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shall promptly make the indicated changes and return the revised
Construction Documents to Landlord for Landlord's review and approval.
Landlord shall have five (5) days after receipt of the revised
Construction Documents to approve and return to Tenant the Construction
Documents. Construction Documents, with Landlord's requested revisions,
must be signed by the Tenant (and shall thereafter constitute Approved
Construction Documents) to authorize Landlord to complete the work to
the Subsequently Delivered Premises (work on the Subsequently Delivered
Premises will not begin until such approval is received by Landlord).
Landlord may, at its sole and absolute discretion, engage its own
architect to review the Construction Documents and Landlord shall have
the right to deduct up to $5,000 from the Tenant Improvement Allowance
to cover any fees and expenses associated with such engagement and
review by said architect. Tenant acknowledges that (i) the review and
approval of plans and specifications by Landlord and any
recommendations by Landlord with respect thereto are for the sole
benefit of Landlord and not for the benefit of Tenant or any third
party, and neither Landlord nor any of its representatives or agents
assume any responsibility or liability by reason of such reviews,
approval or recommendations, (ii) Tenant will not rely upon any of such
review, approvals or recommendations for any purpose whatsoever, and
(iii) such reviews, approvals or recommendations will not constitute a
waiver of any of the provisions of this Lease or any other obligations
of Tenant hereunder. Tenant shall not add to, make deletions from, or
otherwise modify any approved plans without Landlord's prior written
approval.
12. Exhibit H to the Lease is hereby amended by replacing the "AREA"
designation of "85,000" with "91,763."
13. Addendum No. 1 to the Lease is hereby amended as follows:
a. Section 23.32 of the Lease is hereby amended in its entirety
to read as follows:
23.32 OPTION TO LEASE STORAGE AREA. Provided that this Lease
is in full force and effect and Tenant is not in default hereunder
beyond any applicable cure period, Tenant shall have the option to
lease from Landlord on or prior to April 30, 2001, approximately 3,500
useable square feet of storage space in the Building, in such location
as Landlord may designate upon receipt of Tenant's notice of exercise
of this option (the "Storage Area"). Tenant may exercise this right
only by giving Landlord at least ninety (90) days prior written notice
and Tenant shall receive possession of the Storage Area on or prior to
the date specified in Tenant's notice (which date shall not be earlier
than ninety (90) days from the date of such notice or later than April
30, 2001). The annual rent for the Storage Area shall be Eight Dollars
($8.00) per useable square foot, payable in equal monthly installments,
and shall be added to Tenant's Annual Base Rent obligations hereunder.
The Storage Area shall be delivered to Tenant
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in its "as is" condition and Tenant's rent obligations with respect to
the Storage Area shall commence upon tender of possession thereof by
Landlord to Tenant. Tenant agrees that the Storage Area may be used
only for the 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. Tenant's use of the Storage Area shall be in full compliance
with the applicable provisions of the Lease. The term of the lease of
the Storage Area shall expire concurrent with the expiration of the
Term of the Lease, unless otherwise earlier terminated by agreement of
the parties. Landlord reserves the right to relocate the Storage Area
pursuant to Section 3.4 of the Lease. Landlord and Tenant hereby agree
to execute an amendment to the Lease reflecting the addition of Storage
Area and the adjustment to Annual Base Rental described above.
b. A new Section 23.37 is added to the Lease as follows:
23.37. RIGHT OF FIRST OFFER. Provided that this Lease is in full
force and effect and Tenant is not in default hereunder beyond any
applicable cure period, and subject to the prior rights affecting the
following described space held by Bankers Trust Company, its successors
or assigns (collectively, "Bankers Trust Company"), pursuant to its
lease of space in the Building, Tenant shall have right to lease and
occupy additional space on the tenth floor of the Building as follows:
(a) In the event the seventh floor of the Building is fully
leased and not less than 7,750 rentable square feet of the space
located on the tenth floor of the Building depicted on Exhibit J to
this Lease is then available for leasing, Landlord shall so notify
Tenant, which notice shall specify the location and size of, and the
annual base rent for such space (the "First Offer Space") and the
commencement date of the lease of the First Offer Space (the "First
Offer Commencement Date"). Within ten (10) business days after Tenant's
receipt of such notice, Tenant shall give notice to Landlord as to
whether or not it desires to lease the First Offer Space. If Tenant
does not desire to lease the First Offer Space or Tenant fails to
deliver such notice to Landlord within such ten (10) business day
period, Landlord shall have the right to lease and thereafter to re-let
all or any portion of the First Offer Space to a third party or parties
free and clear of any rights of Tenant in such space. Tenant shall not
have the right to take less than all of the First Offer Space in
connection with any exercise by Tenant of its rights hereunder. If
Tenant exercises its right to lease the First Offer Space, Landlord
shall deliver the First Offer Space in its then "as is" condition.
(b) In the event Tenant timely exercises its right to lease the
First Offer Space, then commencing upon the First Offer Commencement
Date, such space shall become part of the Premises, subject to the same
terms and conditions as are contained in the Lease, except that the
Rent for the First Offer Space shall be the rate described in
Landlord's notice to Tenant delivered
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pursuant to (a) above, which rate shall be then prevailing market rate
as determined by Landlord (which determination shall not be subject to
arbitration) and the term shall commence on the First Offer
Commencement Date and end on the last day of the Term of the Lease.
Landlord and Tenant shall execute an amendment to Lease, which shall
have been prepared by Landlord and shall be in form and substance
reasonably satisfactory to Landlord and Tenant, confirming the
adjustments to the Premises and the Rent.
(c) In the event Bankers Trust Company elects to lease any
of the foregoing space pursuant to rights set forth in its lease,
Tenant shall have no rights whatsoever with respect to any part of such
space as leased by Bankers Trust Company.
14. Certain Stipulations. Landlord and Tenant hereby stipulate and
agree that the Tenant Improvement Allowance shall be Two Million Two Hundred
Ninety Four Thousand Seventy Five Dollars ($2,294,075.00) and the Move Expense
Sub-Allowance shall be One Hundred Eighty Three Thousand Five Hundred Twenty Six
Dollars ($183,526.00).
15. Miscellaneous.
a. This 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 Amendment.
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 Amendment shall inure to the benefit of the parties hereto
and their respective successors and assigns.
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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
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Name: Xxxxx X. Xxxxxx
Title: Partner
Date:
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TENANT:
STIFEL FINANCIAL CORP.
By: /s/Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
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Title: Secretary
Date:
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XXXXXX, XXXXXXXX & COMPANY,
INCORPORATED
By: /s/Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
-------------------------------
Title: Secretary
Date:
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