Exhibit 10.23
LEASE
THE LACLEDE GAS BUILDING
Lessor: FIRST NATIONAL BANK IN
ST. LOUIS, TRUSTEE
Lessee: LACLEDE GAS COMPANY
INDEX
Paragraph Page
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1. Leasing Agreement............................................ 1
2. Option To Renew.............................................. 2
3. Base Rent.................................................... 2
4. Rent Escalation.............................................. 3
5. Total Energy Plant........................................... 7
6. Services..................................................... 9
7. Recording.................................................... 10
8. Mortgage by Lessor........................................... 10
9. Certain Rights Reserved To Lessor............................ 11
10. Insurance.................................................... 12
11. Condition of Premises........................................ 13
12. Alterations.................................................. 14
13. Repairs...................................................... 15
14. Rules and Regulations........................................ 15
15. Fire and Other Casualty...................................... 16
16. Holding Over................................................. 16
17. Remedies In Event Of Default................................. 16
18. Building Construction........................................ 17
19. Finishing Premises........................................... 17
20. Commencement of Term......................................... 18
21. Heating and Air Conditioning Systems......................... 19
22. Subletting and Assigning..................................... 20
23. Notices...................................................... 20
24. Quiet Possession............................................. 21
25. Liability of Trustee......................................... 21
26. Miscellaneous................................................ 21
27. Special Provisions........................................... 23
Endorsements................................................. 24
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Exhibits
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Appendix A................. Illustration of Escalation
Exhibits A & A-1........... Space to be Occupied by Lessee
Exhibit B.................. Subordination Non-Disturbance Attornment Agreement
Exhibit C.................. Building Standards
Exhibit D.................. Janitorial Services
Exhibit E.................. Rules and Regulations
LEASE
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THIS INDENTURE, entered into the 16th day of June, 1967, between First
National Bank in St. Louis, a national banking association organized and
existing under the laws of the United States, 510 Locust Street, St. Louis,
Missouri 63101, not individually but as Trustee under Trust Agreement, dated
as of the 31st day of May, 1967, and known as Trust No. 531-67, hereinafter
referred to as "Lessor," and Laclede Gas Company, a corporation organized
and existing under the laws of the State of Missouri, hereinafter referred
to as "Lessee," WITNESSETH THAT:
WHEREAS, the parties to a Joint Venture Agreement of even date with the
aforesaid Trust Agreement (and attached to said Trust Agreement as Exhibit
A) have acquired and caused to be transferred to said Trust certain property
located at Eighth and Olive Streets and constituting substantially the West
one-half of City Block 182 of the City of St. Louis; and
WHEREAS, the parties to said Joint Venture Agreement further propose to
create a leasehold estate by causing said property to be conveyed to a newly
formed trust, which will thereafter lease said property back to Trust No.
531-67, the said property to be thereafter conveyed by said newly formed
trust, subject to said leasehold, to John Hancock Mutual Life Insurance
Company; and
WHEREAS, Lessor proposes to construct on said property a new, modern 30
floor office building; and
WHEREAS, Lessee is willing to enter into a long-term lease of
substantial space in the proposed building on the terms and conditions
hereinafter set forth, an agreement having been entered into concurrently
herewith for the purchase for cash of Lessee's interest in the premises at
1017 Olive Street, St. Louis, Missouri;
NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual agreements and covenants hereinafter set forth, it is agreed as
follows:
1. LEASING AGREEMENT
-----------------
Lessor hereby leases to Lessee and Lessee hires from Lessor
the premises hereinafter described, in the building to be erected by Lessor
at the southeast corner of Eighth and Olive Streets, St. Louis, Missouri,
hereinafter referred to as the "Building", for an initial term of thirty
(30) years commencing on the date to be determined in
accordance with paragraph 20 hereof, unless sooner terminated or extended as
provided herein, to be occupied and used by Lessee solely for executive and
general administrative, office, sales, demonstration, display and other
purposes pertaining to the operation of the business of Lessee and its
subsidiary or affiliated companies.
The premises hereby leased to Lessee are part of the
ground floor as shown on Sheet 1 of Exhibit A hereof and the entire tenant
occupancy areas of the ninth, eleventh, twelfth, thirteenth and fourteenth
floors of the Building as shown on the floor plans annexed hereto as Sheet 2
of Exhibit A; plus the entire tenant occupancy area on the fifteenth floor
as shown on Sheet 3 of Exhibit A hereof; having aggregate rental areas of
approximately 93,152 square feet.
In addition to the foregoing Lessor hereby leases to
Lessee and Lessee hereby hires from the Lessor approximately 3,935 square
feet of storage space on the tenth (equipment) floor of the Building as
shown on Exhibit A-1.
All of the aforesaid premises constitute and are hereinafter
called the "leased premises". The storage space on the tenth floor is
hereinafter sometimes referred to as the "storage space".
2. OPTION TO RENEW
---------------
Lessor hereby grants to Lessee the exclusive right and
option to renew or extend this Lease as to the leased premises as then
constituted for a further term of five (5) years at the expiration of the
initial thirty (30) year term for the same rental price and upon the same
terms and conditions as then provided and in effect hereunder; provided,
however, that written notice of the exercise of such option shall be given
by Lessee to Lessor at least one (1) year before the expiration of the
initial term. Lessor also grants to Lessee like options to renew or extend
this Lease for three (3) additional terms of five (5) years each, each such
option to be exercised in the same manner and within the same period of time
before the expiration of the then current extended term.
3. BASE RENT
---------
Lessee shall pay to Lessor, at Lessor's office, or to such
other person or such other place as directed from time to time by written
notice to the Lessee from Lessor
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(a) base rent at the annual rates of $12,788.75
for the storage space and $526,308.80 for
the non-storage space (subject to adjustment
at $3.25 per square foot for the storage
space and $5.65 per square foot for the
non-storage space in the event there is
a variation from the square footage as
set forth in Paragraph 1), as increased
or decreased pursuant to the provisions
of Paragraph 4 hereof.
(b) such additional sums as may become due from
and payable by Lessee to Lessor under the
terms of this Lease.
Subject to the provisions of Paragraph 4 hereof, the annual rent provided
for in (a) above shall be payable in twelve (12) equal monthly installments,
each installment being due and payable in advance the first day of the
calendar month. If the term of this Lease shall commence on a date other
than January 1, the initial equal monthly installments shall be computed
from the portion of the annual rental applicable in the first partial
calendar year. In those calendar years of the Lease after annual base rent
has been adjusted under the escalation clause contained in Paragraph 4
hereof, the equal monthly installments for any calendar year shall be based
upon the adjusted annual rental for the second preceding calendar year.
Lessee shall pay the annual rent and any additional sums due
from Lessee hereunder promptly as and when the same shall become due and
payable. The equal monthly installments of rent described above shall be
paid without demand therefor.
4. RENT ESCALATION
---------------
The annual rental for the leased premises for those
calendar-years during the term of this Lease commencing with the fifth
calendar-year following the base-year, shall be decreased or increased in
accordance with the following provisions of this Paragraph 4. As used in
this Paragraph 4:
(a) Base-year shall be the first full calendar year
(commencing January 1) after the commencement of the term of this Lease, as
provided in Paragraph 20 hereof.
(b) Direct operating costs shall consist of expenses
for maintaining and operating the Building, whether determined for the
base-year or any subsequent year, and shall be deemed to include:
(1) Such expenses incurred during such year
according to accepted principles of sound management and accounting
principles as applied to the
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operation and maintenance of first-class office buildings, including without
limitation, real estate taxes and premiums on insurance carried by Lessor,
plus
(2) Such additional expenses of maintaining
and operating the Building as would have been incurred during such year had
that portion of the Building above the first floor level used for office
space been fully occupied and Lessor had performed the same kind of services
to the tenants in such portions as are required to be furnished to Lessee
hereunder.
Provided, however, the following expenses shall not be
included:
1. Capital improvements made to the land or
the Building.
2. Work which Lessor performs for any Lessee
in the Building which is not standard for all lessees therein.
3. Repairs or work due to fire, windstorm or
insurable casualty.
4. Expenses incurred in leasing or procuring
new tenants, including lease commissions, advertising, and renovating of space
for new tenants.
5. Legal or other expenses in enforcing the
terms of any lease.
6. Interest or amortization payments on any
mortgage, mortgages, or deeds of trust, or other indebtedness whether secured
or not.
7. Wages, salaries or other compensation paid
to any employee above the grade of Building Superintendent. However, fees
paid to a managing agent based upon a management contract shall not be
excluded provided that the compensation to such managing agent shall not
exceed five percent (5%) of the gross rentals of the Building, and provided
further that the cost of the managing agent shall be deemed in effect in the
base year and computed on the basis of full occupancy at prevailing rentals.
8. Changes and other special work for
individual tenants.
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9. Expenses caused by a violation by Lessor
or any tenant of the terms of any lease or caused by any use of space in the
Building in violation of any law or regulation.
10. The cost of installing and operating any
specialty, such as an observatory, recreation room, restaurant, etc.
11. Compensation of the Trustee under the
Trust Agreement hereinabove referred to.
12. Ground rent.
13. Legal and auditing fees.
14. Travel and entertainment.
15. Depreciation of building or equipment.
(c) All expenditures scheduled less often than annually
shall be prorated over the period to which such expenditures are applicable.
(d) Taxes for the base year and subsequent calendar
years shall be the general real estate taxes payable in each respective year;
provided that in no event shall the real estate taxes for the base year be
determined on a valuation less than that first placed upon the Building by
the taxing authority after its completion. In the event Lessor's tax
liability for the base year or for any subsequent year is reduced as a
result of any appropriate proceeding, such reduced amount of real estate
taxes shall constitute the taxes for the base year, or for such subsequent
year, as the case may be.
(e) The proportion of the decrease or increase (in
direct operating costs as defined) to be reflected in this escalation for any
calendar-year shall be the proportion computed by dividing the non-storage
area of the leased premises above the first floor level during such
calendar-year by the total non-storage area of the Building above the first
floor level during such calendar-year.
(f) Anything in this Paragraph 4 to the contrary
notwithstanding, no increase or decrease in annual rental for the
non-storage area of the leased premises shall be effective to the extent
that it exceeds, in the fifth calendar-year following the base-year, an
amount equal to 8.8 cents multiplied by the number of square feet included
in the non-storage area of the leased premises and, in each calendar-year
thereafter, an amount equal to 8.8 cents multiplied by the number of square
feet in
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the non-storage area of the leased premises multiplied by the number of
calendar-years after the fifth year to and including the calendar-year in
question.
(g) It is agreed that the application of the escalation
provisions of this Paragraph 4 to the leased premises is correctly
illustrated (on stated assumptions) in Appendix A attached hereto and by
this reference incorporated herein.
(h) The annual rental for the storage space shall be
subject to escalation only in the following manner:
Difference between adjusted annual Amount per square foot
rent and base annual rent of the non- to be added to or sub-
storage area of the leased premises X 325 = tracted from base annual
for any year --- rental of storage space
- -------------------------------------- 565 for such year
The non-storage area of the leased
premises for such year, in square feet
Payments accruing pursuant to this Paragraph and during
the term of this Lease shall be made notwithstanding the fact that an
escalation statement is furnished to the Lessee after the expiration of the
Lease.
Lessor agrees to keep books and records reflecting direct
operating costs of the Building and reflecting all expenses which are
estimated pursuant to (b)(2) above, in accordance with a standard method of
accounting recognized and approved for maintaining accounts and records for
large office buildings. On or before March 1 of the first calendar-year
after the base-year Lessor shall deliver to Lessee a statement prepared by a
national firm of certified public accountants showing (a) the direct
operating costs (as defined herein) for the base-year and (b) the amount and
derivation of all "additional expenses" included therein under (b)(2) above.
During the thirty (30) days following receipt of such statement Lessee or
its authorized agent or representative, or a public accounting firm selected
by it, shall have the right to inspect the books and records of the Lessor
(and the work papers of said national firm of certified public accountants
relating to said "additional expenses") during business hours for the
purpose of verifying any information in such statement. Unless Lessee
asserts specific error or errors within thirty (30) days after such receipt,
said statement shall be deemed to be correct.
On or before March 1 of the sixth calendar-year after the
base-year and of each calendar-year thereafter, Lessor shall deliver to
Lessee a statement, as described in the next preceding paragraph, relating
to the preceding calendar-year. Such statement shall also include a
computation of the decrease or increase in rental
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for said preceding calendar-year in accordance with the provisions of this
Lease. Lessee shall have the same right of inspection as stated above with
respect to each such statement and each such statement shall be deemed to be
correct if Lessee shall assert no specific error within the thirty (30) day
period described. At or prior to the expiration of an additional thirty (30)
day period following the described thirty (30) day period, Lessee shall pay
any additional rent reflected by any statement deemed to be correct, or if
Lessee be entitled to a credit, the same shall be paid in cash to Lessee. In
the event that at the expiration of the two thirty (30) day periods
hereinabove described the accuracy of the statement remains in dispute, the
parties shall submit the dispute to an independent national firm of
certified public accountants (or to an independent St. Louis law firm,
depending upon the nature of the dispute) approved by both parties and the
decision of such firm shall be accepted by the parties as final. Within
thirty (30) days after such decision, payment shall be made in accordance
therewith.
5. TOTAL ENERGY PLANT
------------------
Lessor covenants and agrees that:
(a) Lessor will construct or cause to be constructed in
or in connection with the Building a natural gas-fired total energy plant
(hereinafter called the "Plant") adequate in all respects to furnish all
electricity, space heating, domestic hot water and air conditioning services
for the Building, such Plant to include adequate standby and auxiliary
facilities and to be completed and in operation not later than seven days
prior to the date Lessor notifies Lessee of the availability of space for
first occupancy of the leased premises by Lessee pursuant to Paragraph 20
hereof.
(b) During the original term and any extended term of
this Lease, all electricity, space heating, domestic hot water and air
conditioning services used in the Building will be supplied from the Plant
which shall at all said times be operated on natural gas fuel supplied by
Lessee pursuant to any applicable firm service rate schedule of Lessee which
Lessor may select. Space heating, domestic hot water and air conditioning
(except as specified in Paragraph 6) shall be supplied to Lessee without
additional charge. The supplying of electricity to Lessee shall, however, be
on a metered basis and an additional charge shall be made for the total
amount supplied (as though supplied through a single meter whether or not
multiple meters are used) at the regular commercial rate established by the
utility then supplying electricity to office buildings in downtown St.
Louis.
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(c) Lessor shall keep Lessee fully advised of all
designs, plans and specifications for the Plant which shall be prepared by
competent engineers (including local consulting engineers) at Lessor's
expense. The designs, plans and specifications and the local consulting
engineers shall require the approval of Lessee, which approval will not be
arbitrarily withheld.
(d) At all the times described in (b) above, Lessor
shall properly maintain and operate the Plant or cause the same to be
properly maintained and operated. In the event that the maintenance and/or
operation of the Plant is undertaken by someone other than Lessor, such
undertaking and the terms and conditions of the contract entered into with
respect thereto shall be subject to the approval of Lessee. Lessee shall at
all reasonable times have right of access to the Plant and shall be
entitled, upon its request, to information concerning the maintenance and
operation of the Plant.
(e) The foregoing covenants of this Paragraph 5 shall
constitute covenants running with the Plant, the Building and the land on
which it is situated, and all liens or charges attaching to said land or
Building, or Plant, either before or after the execution of this Lease,
shall be expressly subordinated to said covenants; provided, however, that
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in the event the interest of the Lessor in the Building, and the land on
which it is situated, and in the Plant is terminated by John Hancock Mutual
Life Insurance Company or by its successors or assigns (all herein called
"Hancock"), either by termination of the ground lease or by foreclosure of
the lien of the mortgage or deed of trust on Lessor's interest in the ground
lease, then Hancock may, at its election by giving the written notice
provided for below, on or after five (5) years from the date of commencement
of the term of the Lease, abandon the use of the Plant for the supplying of
services to the Building and obtain all of such services from another source
if the supplying of the services from the Plant is found to be economically
disadvantageous to Hancock. The supplying of services from the Plant shall
not be deemed to be economically disadvantageous unless the cost of
supplying all of such services from the Plant, on an annual basis, is more
than ten per cent (10%) greater than the cost of obtaining all of such
services from some other source, the determination of cost to include
consideration of new costs and unrecovered first costs as well as operating,
maintenance, and fuel costs (however, the foregoing proviso shall be null
and void during any period of time in which, by reason of Lessee's
participation in the financing of all or a part of the cost of the Plant,
Lessee shall have a continuing participation in such financing or an
interest in the revenues derived from operation of the Plant.) In the event
Hancock shall be entitled to and shall elect to abandon the use of the
Plant, as above provided, written notice of such election shall promptly be
delivered by Hancock to Lessee whereupon
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Lessee shall have the absolute right to terminate the Lease as of any date
within five (5) years after receipt of such notice, upon giving to Hancock
not less than twelve (12) months prior notice in writing.
6. SERVICES
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The Lessor shall provide the following services:
(a) Janitor service and cleaning as outlined in
Exhibit D hereto attached and made a part hereof.
(b) All electrical energy requirements of Lessee for
its use of the leased premises for the purposes specified in Paragraph 1
hereof, subject, however, to the charges therefor provided in Paragraph
5(b).
(c) Heat daily, each day of the year, whenever heat
shall be required for the comfortable occupancy of the leased premises.
While any portion of the leased premises is unoccupied by personnel, the
heat level in such portion need not exceed 65 degrees F., except as provided
in Paragraph 21(b). It is anticipated that the data processing area and the
telephone contact area will be occupied by personnel 24 hours each day.
(d) Air conditioning (cooling) daily during the
business week, Monday through Friday (holidays excepted, as determined from
Lessee's union contract) from 8:00 a.m. to 6:00 p.m., and on Saturday from
8:00 a.m. to 1:00 p.m., whenever air conditioning shall be required for the
comfortable occupancy of the leased premises, except that air conditioning
for the telephone contact and data processing areas shall be provided on a
24-hour basis each day of the year and shall be available on a 24-hour basis
any day of the year for the Kitchen and Auditorium-Home Service Department.
While any portion of the leased premises is unoccupied by personnel the
cooling level in such portion need not be less than 85 degrees F., except as
provided in Paragraph 21(b). The amount to be paid by Lessee to Lessor for
supplying air conditioning during periods beyond the normal business hours
and normal business days specified above and for furnishing the auxiliary
service required by Paragraph 21 hereof shall be determined as provided in
Exhibit C to this Lease.
(e) Water required by Lessee for the purposes referred
to in Paragraph 1, drawn through fixtures installed and maintained by
Lessor. In the event that Lessee shall make additional uses of water over
and above those now required in the operation of its business, the cost of
the water required for such additional uses shall be paid by it.
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(f) Operatorless elevator service in common with other
tenants at all times.
(g) Window-washing of all windows in the leased
premises, both inside and out, weather permitting, at least 6 times per year.
(h) Painting of interior walls a minimum of once each
5 years, washing of walls at least once each three years, and spot washing
and touch-up painting as frequently as necessary to maintain a neat appearance.
Lessor does not warrant that any of the service above
mentioned will be free from interruptions caused by repairs, renewals,
improvements, alterations, strikes, lockouts, accidents, inability of the
Lessor to obtain fuel or supplies, or any other cause or causes beyond the
reasonable control of Lessor. Any such interruption of service from causes
beyond the control of Lessor shall not be deemed an eviction or disturbance
of Lessee's use and possession of the leased premises or any part thereof,
or render Lessor liable to Lessee for damages, and shall not relieve Lessee
from performance of its obligations under this Lease. Lessor shall, however,
use reasonable efforts to prevent such interruptions and, in the event of
their occurrence, to terminate them as rapidly as practical.
7. RECORDING
---------
Lessor covenants and agrees that promptly following the
execution of this Lease, it will cause a Memorandum of this Lease to be
recorded at Lessee's expense, which Memorandum will be sufficient to give
general notice of Lessee's interests hereunder and to give specific notice
of the covenants and subordination requirements provided for in Paragraph 5
and in subparagraph (a) of Paragraph 26 hereof. Promptly following the
commencement date of the term of this Lease, the parties hereto shall enter
into a recordable supplemental agreement fixing the dates of the
commencement date and the expiration date of this Lease.
8. MORTGAGE BY LESSOR
------------------
From time to time either before or after the execution of
this Lease and before the termination of the term hereof, Lessor may execute
a ground lease (as Lessee), mortgage or deed of trust in the nature of a
mortgage against the Building and/or the land and Lessor's interest therein,
whether leasehold or fee. In such event:
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(a) If requested by the ground lessee, the mortgagee or
trustee, Lessee will (except with respect to Paragraphs 5, 7, 26(a) and 27
hereof subordinate its interest in this Lease to said ground lease, mortgage
or deed of trust and will execute a Subordination Non-Disturbance Attornment
Agreement substantially in the form attached hereto as Exhibit B.
(b) Lessor agrees promptly to notify Lessee of the placing
of any mortgage or deed of trust against the Building of which the leased
premises form a part, or against Lessor's interest therein, and Lessee
agrees in the event of any act or omission by Lessor which would give Lessee
the right to terminate this Lease or to claim a partial or total eviction,
Lessee shall not, except in the case of violation by Lessor of Paragraphs 5
or 7 hereof, exercise any such right (1) until it has notified in writing
the holder of any mortgage which at the time shall be a lien on the leased
premises, if the name and address of such holder shall have previously been
furnished by written notice to Lessee, of such act or omission, and (2)
until a reasonable period, not exceeding sixty (60) days, for commencing the
remedying of such act or omission shall have elapsed following the giving of
such notice, and (3) such holder, with reasonable diligence, shall not have
so commenced and continued to remedy such act or omission or to cause the
same to be remedied. During the period between the giving of such notice and
the remedying of such act or omission, the rental herein recited shall be
bated and apportioned to the extent that any part of the premises shall be
untenantable.
(c) If such ground lease be terminated or cancelled or
such mortgage be foreclosed, upon request of the ground lessor, mortgagee or
trustee, Lessee will, provided the conditions of Paragraphs 5 and 7 hereof
are met, attorn to the owner of the fee or to the purchaser at any
foreclosure sale under such mortgage and will execute such instruments as
may be necessary or appropriate to evidence such attornment.
9. CERTAIN RIGHTS RESERVED TO THE LESSOR
-------------------------------------
The Lessor reserves the following rights:
(a) Access to mail-chutes. To have access for the
Lessor and the other tenants of the Building to any mail-chute located on
the leased premises according to the rules of the United States Post Office.
(b) Occupancy. During the last ninety (90) days of
the term of this Lease, if during or prior to that time the Lessee vacates
the leased premises, to decorate, remodel, repair, alter or otherwise
prepare the leased premises for re-occupancy.
(c) Pass-keys. To have pass-keys to the leased premises.
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(d) Access for repairs, etc. To have access to the
leased premises to make inspections thereof and to make repairs,
alterations, additions, and improvements to the leased premises or to the
Building as may be necessary or desirable in the operation of the Building.
(e) Show leased premises. To show the leased premises
to prospective tenants or brokers during the last year of the term of this
Lease as extended, and to prospective purchasers at all reasonable times,
provided prior to notice is given to Lessee in each case and the Lessee's
use and occupancy of the leased premises is not materially inconvenienced by
any such action of Lessor.
(f) Heavy equipment. To approve the weight, size,
and location of safes or other heavy equipment or articles and such articles
may be moved in, about, or out of the Building or the leased premises only
at such times and in such manner as Lessor shall direct, but in all events
at Lessee's sole risk and responsibility.
(g) Close Building. To close the Building after
regular working hours and on legal holidays subject, however, to Lessee's
right to admittance, under such reasonable regulations as Lessor may
prescribe from time to time, which may include by way of example but not of
limitation, that persons entering or leaving the Building identify
themselves to a watchman by registration or otherwise and that said persons
establish their right to enter or leave the Building.
The Lessor may enter upon the leased premises and may
exercise any or all of the foregoing rights hereby reserved without being
deemed guilty of an eviction or disturbance of Lessee's use or possession
and without being liable in any manner to Lessee.
10. INSURANCE
---------
Lessee will secure and maintain general liability and
property damage insurance from financially responsible insurance companies
covering the leased premises in the amount of at least $500,000.00 provided,
however, that Lessee's obligation with respect to such insurance shall be
applicable only to liability in excess of Lessee's policy of self-insurance
in effect from time to time. Lessor, the fee owner of the Building and the
land, and the leasehold mortgagee, shall be named as insureds in all
policies of insurance required hereunder and certificates evidencing such
insurance shall be furnished to the Lessor. Lessee agrees to hold the
Lessor, the fee owner of the Building and the land, and the leasehold
mortgagee harmless from claims against them by reason of injuries to persons
or property occurring in the
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leased premises, not resulting in whole or in part from their negligence, to
the extent that protection against such claims is not afforded by policies
of insurance then in force, and will defend them against such claims unless
such defense is provided for in such policies of insurance. If any damage to
the Building results from any act or neglect of Lessee and Lessee does not
repair the same within a reasonable time, Lessor may, at Lessor's option,
repair such damage, and Lessee shall thereupon pay to Lessor the total cost
of such repairs and damages to the Building to the extent necessary to
return the same to the condition existing prior to the damage as nearly as
practicable. Lessor and Lessee hereby release each other from any and all
liability or responsibility to the other, or anyone claiming through or
under them by way of subrogation or otherwise, for any loss or damage to
property caused by fire or other casualty included in extended coverage,
even if such fire or casualty shall have been caused by negligence of the
other party or anyone for whom such other party may be responsible;
provided, however, that this release shall apply only with respect to such
loss or damage occurring during the time releasor's insurance coverage shall
contain a provision that such release shall not impair such coverage or
prejudice the right of the releasor to recover thereunder. The Lessor and
the Lessee each agree that each of their respective policies for such
coverage shall include such provision so long as the same shall be
obtainable without extra cost or if extra cost shall be charged therefor,
provided the other party shall pay such extra cost. If extra cost shall be
chargeable therefor, each party shall advise the other thereof and of the
amount of the extra cost and the other party, at its election, may pay the
same but shall not be obliged to do so. At the request of either party, made
from time to time, a copy of such provision shall be furnished to the party
requesting the same together with a letter form the other party specifying
the insurance policies containing such provision. The Lessee shall not be
relieved from any liability to the Lessor or its insurers in connection with
any damage to the leased premises by fire or other casualty except as
provided in this section.
11. CONDITION OF PREMISES
---------------------
Lessor shall complete or cause the construction of the
Plant and related facilities to be completed in accordance with Paragraph 5,
complete or cause the construction of the Building to be completed in
accordance with Paragraph 18, perform or cause the finishing work provided
for in Paragraphs 19 and 21 to be performed in accordance with said
Paragraphs, shall turn over the leased premises to Lessee in good order and
first-class condition, and shall maintain in first-class condition (i) the
Building, (ii) the Plant, and (iii) all facilities necessary to render the
services required to be rendered by Lessor, all in accordance with the terms
of this Lease.
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Possession of the leased premises by Lessee prior to
completion of the Building or the finishing work by Lessor shall not relieve
Lessor from completing or causing said work to be completed in accordance
with the requirements of this Lease, and possession of the leased premises
by Lessee prior to completion of said work shall not constitute a waiver by
Lessee of Lessor's obligation to perform or cause said work to be performed
in full. During the term of this Lease, Lessee shall (except for repairs and
maintenance for which Lessor is responsible hereunder), maintain the leased
premises in as good condition as when Lessee took possession, or as when
completed after possession, loss or damage caused by action of the elements,
acts of God and public enemy, structural defects, ordinary wear, and fire
and other casualty insured against by Lessor excepted, failing which Lessor
may restore the leased premises to such condition and Lessee shall pay the
cost thereof. At the termination of this Lease, Lessee shall surrender the
leased premises to Lessor in good condition as just above described,
provided, however, that Lessee may remove any floor-covering, removable
fixtures other than light-fixtures, and other equipment installed by Lessee.
Such removal shall be done in a good and workmanlike manner and all surfaces
shall be restored to a smooth condition.
Lessee as to the leased premises shall at all times comply
with all applicable laws and ordinances, and all lawful requirements of
governmental or other authorities including lawful requirements of any Board
of Fire Underwriters or similar body.
12. ALTERATIONS
-----------
Lessee may not make alterations in or additions to the
leased premises unless Lessee has obtained Lessor's permission to do so, and
Lessee shall, if requested by Lessor, furnish Lessor with plans and
specifications, names and addresses of contractors, copies of contracts,
necessary permits and indemnification in form and amounts satisfactory to
Lessor against any and all claims, costs, damages, liabilities, and expenses
which may arise in connection with the alternations or additions. Whether
the Lessee shall have furnished Lessor the foregoing or not, Lessee hereby
agrees to hold Lessor harmless from any and all liabilities of every kind
and description which may arise out of or be connected in any way with said
alterations or additions. Before commencing any work in connection with
alterations or additions in or to the leased premises, Lessee, if requested
by Lessor, shall furnish Lessor with certificates of insurance from all
contractors performing labor or furnishing materials, insuring Lessor
against any and all liabilities which may arise out of or be connected in
any way with said additions or alterations. Lessee shall pay the cost of all
such alterations and additions and also the cost of decorating the leased
premises occasioned by such alterations and
14
additions. Nothing in this Lease shall be construed to authorize Lessee as
an agent of Lessor to place a mechanic's lien upon Lessor's interest in the
land and/or the Building.
Upon completing any alterations or additions, Lessee, if
requested by Lessor, shall furnish Lessor with contractors' affidavits in
full and final waivers of lien and receipted bills covering all labor and
material expended and used. All alterations and additions shall comply with
all insurance requirements and with all lawful ordinances and regulations of
the City of St. Louis, or any department or agency thereof, and with the
requirements of all statutes and lawful regulations of the State of Missouri
or of any department or agency thereof. All alterations and additions shall
be constructed in a good and workmanlike manner and only good grades of
materials shall be used. All additions, excluding fixtures other than light
fixtures, shall become Lessor's property and shall remain upon the leased
premises at the termination of this Lease by lapse of time or otherwise
without compensation or allowance or credit to the Lessee. Any alterations
or repairs which are undertaken by Lessee shall be performed by union labor.
13. REPAIRS
-------
At all times, Lessor, either voluntarily or pursuant to
governmental requirement or the requirements of this Lease, may at Lessor's
own expense, make repairs, alterations or improvements in or to the Building
or any part thereof, including the leased premises, and during such
operations, may close entrances, doors, corridors, elevators and other
facilities, all without any liability to Lessee by reason of interference,
inconvenience or annoyance; provided, however, that if such work should
reduce the area rented by Lessee, the rent paid by Lessee shall be
proportionately reduced, and provided, further, that such work shall be done
in such a manner as to cause the least possible interference, inconvenience
and annoyance to Lessee.
14. RULES AND REGULATIONS
---------------------
Lessee shall abide by the rules and regulations annexed
hereto as Exhibit E and such reasonable changes therein (whether by
modification, elimination or addition) as Lessor shall hereafter make. If
any rules and regulations are contrary to the terms of this Lease, the terms
of this Lease shall govern.
Lessor shall use its best efforts to compel observance of
such rules by other tenants, but shall not be liable to Lessee for breaches
thereof by such tenants or their employees, agents, or visitors, unless such
breaches shall constitute a breach of the covenant contained in Paragraph 24
hereof.
15
15. FIRE AND OTHER CASUALTY
-----------------------
If the leased premises or the Building are made
untenantable by fire or casualty, including damage or casualties of war,
Lessor shall immediately take such action as is necessary to reconstruct,
repair, restore and rehabilitate the leased premises and the Building;
provided, however, that if said fire or other casualty results in the total
destruction of the Building, this Lease shall automatically terminate as of
the date of said fire or other casualty. In case of fire or other casualty
not resulting in termination of this Lease, rent shall be abated on a
perdiem basis as to that portion of the leased premises made untenantable
during the time that such part of the leased premises shall be untenantable.
In case of termination of this Lease, rent shall be apportioned on a
per-diem basis and be paid to the date of the fire or other casualty.
16. HOLDING OVER
------------
If Lessee without Lessor's consent retains possession of
the leased premises or any part thereof after termination of the term or any
extension thereof, by lapse of time or otherwise, Lessee shall pay Lessor
rent at double the rate payable for the year immediately preceding said
hold-over, computed on a per-month basis for the time Lessee thus remains in
possession. The provisions of this Paragraph do not waive Lessor's rights of
re-entry or any other right hereunder. Any retention of the leased premises
after the termination of this Lease or any extension thereof shall be
considered as a month-to-month hold-over unless otherwise agreed to in
writing by both parties.
17. REMEDIES IN EVENT OF DEFAULT
----------------------------
If Lessee defaults in the payment of rent and if the
default is not remedied within thirty (30) days after written demand is
delivered by Lessor, then Lessor may, if Lessor so elects but not otherwise,
either forthwith terminate this Lease and Lessee's right to possession of
the leased premises or, without terminating this Lease, forthwith terminate
Lessee's right to possession of the leased premises. If Lessee defaults in
the performance of any other covenant or agreement herein and such default
is not cured within thirty (30) days after a court of competent jurisdiction
has, by final order, determined such default to exist, Lessor shall have the
right to terminate this Lease.
It is agreed that the performance by Lessor of its
obligations under this Lease are of unique importance to Lessee and that the
remedy of specific performance shall be available to Lessee in the event of
breach of any of such obligations whether or not the remedy of money damages
might otherwise be the only remedy available under the then existing law.
16
18. BUILDING CONSTRUCTION
---------------------
Lessor will construct or cause to be constructed on the
southeast corner of Eighth and Olive Streets, St. Louis, Missouri, a new
first-class office building, including the Plant hereinabove referred to,
with refinements of design and quality of construction and improvements in
accordance with these requirements, substantially in accordance with the
Specifications, revised February 4, 1966 (to be amended to provide for total
energy plant) and Drawings No. 7 and No. 9 each dated July 8, 1966, all
prepared by EMERY ROTH AND SONS, Architects, and in accordance with all
appropriate laws, ordinances, rules, regulations and building codes. It is
understood, however, that said specifications and drawings may be revised by
Lessor for the purpose of redesigning the Building from a steel to a
concrete structure and to relocate the Plant, provided such redesigning
shall not change the character of the Building or the space leased to Lessee
hereunder.
The times specified in Paragraph 5(a) and in this
paragraph are of the essence of this Lease. Lessor agrees that, unless
prevented by force majeure or strikes, firm contracts for construction of
the Building and the Plant will be executed not later than September 30,
1967, and that the entire leased premises will be ready for occupancy by
Lessee not later than December 31, 1969.
19. FINISHING PREMISES
------------------
On or before December 31, 1967 Lessee shall furnish to
Lessor the location of all areas of the leased premises which Lessee elects
to take in an unfinished condition. Lessor shall furnish building standard
finishing in all other areas of the leased premises (except the storage
area) as provided in Exhibit C.
Lessor shall pay to Lessee (a) the sum of $4.50 per square
foot of floor area of the leased premises (exclusive of the storage space)
which Lessee shall elect to take in an unfinished condition, and (b) in any
event, an additional sum of $175,000.
In addition to the foregoing payments, Lessor shall give
to Lessee all applicable credits arising out of substitutions in finished
areas as provided in Part IV of Exhibit C.
Credits arising out of substitutions shall be given at the
times specified in Exhibit C.
The sum of $175,000 and the sum determined at the rate of
$4.50 per square foot as above provided shall be disbursed by Lessor to
Lessee as follows:
(a) Payments for excess cost (after applicable credits, if
any) of substitutions for Lessee by Lessor in building standard
areas of the leased
17
premises shall be charged against the aforesaid sums as such
payments become due and payable by Lessee.
(b) If Lessor shall contract to perform or cause to be
performed for Lessee any work in the areas Lessee elects to take in
an unfinished condition, payments under such contract shall be
charged against the aforesaid sums as such payments become due and
payable by Lessee.
(c) If any work for Lessee in the areas Lessee elects to
take in an unfinished condition shall be performed other than
pursuant to contract with Lessor, Lessor shall pay to Lessee in
cash, at the times when Lessee's payments for such work are
payable, amounts equivalent to those so payable by Lessee.
(d) If the aggregate of the charges pursuant to (a) and
(b) above and the cash payments pursuant to (c) above is less than
the total amount payable by Lessor to Lessee hereunder ($175,000
plus $4.50 per square foot), the balance shall be paid by Lessor to
Lessee in cash on the date when Lessee certifies to Lessor that the
finishing of the leased premises has been completed.
Lessee shall not have the right to terminate this Lease by
reason of Lessor's failure to make a cash payment provided for in this
Paragraph 19, but in such event Lessee shall have the right to deduct the
amount of such payments not paid, together with interest thereon at the rate
of 8% per annum, from the rents for the leased premises.
If Lessee's finishing work shall be done by contract with
Lessor, then the leased premises shall not be deemed to be substantially and
reasonably ready for occupancy by Lessee for the purposes of Paragraph 20
hereof until such work is completed and the notice required by said
Paragraph 20 has been given. If Lessee shall cause all or a portion of its
finishing work to be done by other than Lessor, the fact that such work is
not completed at the time the leased premises are otherwise substantially
and reasonably ready for occupancy by Lessee shall not defer the
commencement of rental for the area not completed unless completion by
Lessee has been prevented by force majeure or strikes, in which event rental
of such uncompleted area shall be deferred for a period of time equivalent
to the delay caused by such force majeure or strikes.
20. COMMENCEMENT OF TERM.
--------------------
The term of this Lease and the rental called for herein
shall not commence until the leased premises are substantially and reasonably
ready for
18
occupancy by Lessee, including all the work which Lessor may contract to do
for Lessee as provided in Paragraph 19 hereof, but excluding any uncompleted
work Lessee does for itself (unless Lessee is delayed by force majeure or
strikes as referred to in said Paragraph 19) and Lessor has given Lessee at
least thirty (30) days prior notice in writing, specifying the day on which
possession of the leased premises may be taken by Lessee. Payment of rent
shall commence on the day designated in the aforesaid notice, but the term
of this Lease shall commence on the first day of the month following the
date specified by Lessor as the date on which Lessee may take possession of
the leased premises.
If portions of the leased premises are made ready for
occupancy in advance of others and Lessor has given Lessee at least thirty
(30) days prior written notice of the availability date, Lessee will occupy
such completed portions as and to the extent that it can do so without undue
inconvenience or interruption of its business. Payment of rent in such case
shall be on a pro rata basis. The occupancy of such completed portions shall
not affect the provisions for the commencement of the term of this Lease,
nor shall such occupancy affect any right of Lessee to terminate this Lease
pursuant to Paragraph 27 hereof.
If delay is caused by Lessee, either in submitting plans
to Lessor for the work hereunder, or in requiring changes or additional
work, Lessee shall pay rental for the period caused by such delay. The date
provided for the completion of the Building as set forth in Paragraph 18
hereof shall be extended for a period of time equivalent to the delay; and
the term of this Lease shall be deemed to have commenced on the date that
commencement would have occurred, except for such delay.
21. HEATING AND AIR CONDITIONING SYSTEMS
------------------------------------
Lessor will supply, install, maintain and operate a building
standard heating and air conditioning system as described in Exhibit C.
In addition, Lessor will:
(a) Supply, install and maintain additional
controls for regulating temperature and exhaust in (i) all
conference rooms, (ii) Kitchen Home Service Department,
(iii) Auditorium-Home Service Department, and (iv)
Executive floor, as tenant's extras.
(b) Supply, install, maintain and operate
additional heating and air conditioning equipment for
auxiliary use in Lessee's data
19
processing area, said auxiliary equipment to be used to
provide a guarantee that temperature and humidity levels
in said area will remain, twenty-four hours a day
each day of the year, within the limits of 72 degrees F. -
78 degrees F. and 45% - 50% humidity.
22. SUBLETTING AND ASSIGNING
------------------------
Lessee shall have the right to assign this Lease or to
sublet all or any part of the leased premises on the following conditions:
(a) Approval by Lessor must first be obtained.
Such approval shall not be unreasonably or arbitrarily withheld.
(b) In any case of a request for permission to assign or
sublet substantially all of the leased premises for all or substantially all
of the remaining term of the Lease, other than to a majority-owned or
wholly-owned subsidiary of Lessee or to a company into which Lessee may
hereafter have been merged or consolidated, Lessor shall have the right, in
its sole discretion, to cancel this Lease for the leased premises or the
portion sought to be assigned or sublet; provided, however, that Lessee may
instead withdraw such request, without thereby relieving Lessee from its
obligations or liabilities accrued prior thereto.
(c) No assignment or sublease shall relieve Lessee of
its obligations hereunder and, if Lessor so requires, the assignee shall
assume all of said obligations with full privity of contract between it and
the Lessor.
23. NOTICES
-------
All notices to be given by one party to the other party
under this Lease shall be given in writing, mailed or delivered as follows:
(a) To Lessor - care of Myron Moss, 515 Olive Street,
St. Louis, Missouri, 63101, or to such other person or persons at such other
address or addresses designated by Lessor by written notice sent to Lessee
and, after commencement of the term, at the address at which rent is
payable.
(b) To Lessee - at 1017 Olive Street, St. Louis,
Missouri 63101, until Lessee takes possession of the executive floor of the
leased premises, and thereafter at the leased premises or at such other
address designated by written notice sent to Lessor by Lessee.
Mailed notices shall be sent by United States certified or
registered mail, postage prepaid. Such notice shall be deemed to have been
given upon posting in the United States mail.
20
24. QUIET POSSESSION
----------------
So long as Lessee shall observe and perform the covenants
and agreements binding on it hereunder, Lessee shall at all times during the
term herein granted and any extension thereof peacefully and quietly have
and enjoy possession of the leased premises without any encumbrance or
hindrance by, from or through Lessor, its successors or assigns, or any
other party whomsoever.
25. LIABILITY OF TRUSTEE
--------------------
This Lease is being executed by Lessor as Trustee under
the terms of the aforesaid Trust No. 531-67 and it is expressly understood
and agreed by and between the parties hereto that no covenants, undertakings
or agreements by Lessor herein are personal covenants, undertakings or
agreements of Lessor but are for the purpose of binding the property held by
the Lessor as such Trustee, and this Lease is executed by the Trustee solely
in the exercise of the powers conferred upon it as such Trustee, and no
personal liability is assumed by nor at any time may be asserted or enforced
against the Trustee or any agent or employee of said Trustee, all such
personal liability, if any, being expressly waived and released by Lessee.
The provisions of this paragraph shall inure to the benefit of any successor
trustee under the aforesaid Trust No. 531-67.
26. MISCELLANEOUS
-------------
(a) In order that the covenants of Lessor contained in
Paragraph 5 of this Lease shall constitute covenants running with the west
half of City Block 182 and the Building and Plant to be erected thereon and
that said covenants shall have priority against all persons now or hereafter
having or claiming an interest in said lands, Building and Plant, all
persons and entities now having or who will have any such interest at the
time of recording of the Memorandum of Lease referred to in Paragraph 7 of
this Lease shall endorse this Lease in a manner appropriate to effect such
priority.
(b) From the date of execution of this Lease to and
including the date of commencement of the term pursuant to Paragraph 20,
each provision of this Lease shall bind and inure to the benefit of Lessor
and Lessee and their respective heirs, legal representatives, successors and
assigns and shall bind the interest of Trust No. 531-67 in the West half of
City Block 182 and all improvements hereafter erected thereon. There shall
be furnished to Lessee a written guarantee, satisfactory to Lessee as to
form and signatories, that the Building and the Plant will be completed in
accordance with the terms of this Lease. If said guarantee is not furnished
to Lessee at the time of the execution of the construction loan mortgage, or
on December 31, 1967, whichever is sooner, this Lease shall terminate, and
in such event, if Lessee shall have received liquidated damages provided for
in separate
21
agreement of even date, neither party shall have any further obligations
under this Lease.
(c) After the commencement of the term of this Lease,
each provision thereof shall bind and inure to the benefit of Lessor and
Lessee and their respective beneficiaries, heirs, legal representatives,
successors and assigns and shall continue to bind the interest of Trust No.
531-67 in the West half of City Block 182 and all improvements hereafter
erected thereon. However, after the commencement of the term of this Lease,
no covenant, agreement, condition or provision of this Lease which creates
an obligation on the part of the Lessor shall be binding upon the Lessor
with respect to any period subsequent to the transfer of his interest in the
land and the Building (a lease of such interest being for this purpose
deemed to be a transfer of his interest) and in the event of any such
transfer all of the covenants, agreements, conditions and provisions of this
Lease shall be binding upon the transferee, but only with respect to the
period from the effective date of such transfer to the effective date of any
subsequent such transfer, and such transferee, by accepting such interest,
shall be deemed to have assumed such obligations. If at any time after the
commencement of the term of this Lease an entity in the form of an
individual, trust, joint venture, copartnership, tenancy in common,
unincorporated association or a group of such entities constitutes the
Lessor (or is a part thereof), then (i) the Lessee shall look solely to such
entity's estate and property in the Land, Building and Plant (or the
proceeds thereof) for the satisfaction of the Lessee's remedies for the
collection of a judgment (or other judicial process) arising out of or
related to this Lease, and (ii) no other property or assets of such entity
shall be subject to levy, execution or other enforcement procedure for the
satisfaction of Lessee's remedies.
(d) All amounts owed to Lessor hereunder, for which the
date of payment is not expressly fixed herein, shall be deemed payable as
additional rental and shall be paid within ten days from the date Lessor
renders statements of account therefor and shall bear interest at the rate
of six per cent (6%) per annum thereafter until paid.
(e) Upon request of Lessor from time to time, Lessee
shall issue a certificate to Lessor for transmittal to its auditors,
mortgagees, or prospective mortgagees or purchasers indicating that Lessors
are in compliance with this Lease, or if not, specifying the particulars in
which Lessee claims that Lessor is not in compliance.
(f) In any instance in which this Lease requires the
consent or approval of a party hereto or of persons employed by a party
hereto, such consent or approval will not be withheld arbitrarily or
capriciously.
(g) Paragraph headings are inserted for convenience
of reference only and do not control or limit the text of any paragraph or
provision.
22
27. SPECIAL PROVISIONS
------------------
The entire Building shall be known and designated as "The
Laclede Gas Building" throughout the initial and any extended term of this
Lease. Lessee shall have the exclusive right to place appropriate signs on
the Building designating the name of the Building, including but not limited
to a large illuminated sign on the roof, such signs to be paid for and
maintained by Lessee. Any repairs to the roof made necessary due to the
Lessee's signs, shall be repaired at Lessee's cost.
It is understood and agreed that Lessee has executed this
Lease in reliance upon the express representations of the parties to the
aforesaid Joint Venture Agreement (including Arlen Operating Company, a
general partnership), individually and through the Lessor named herein, that
the Building and the Plant will be constructed at the times and in the
manner herein provided. In the event of a breach (actual or anticipatory) of
the agreements herein contained to construct the Building and the Plant,
Lessee shall have the absolute right, subject only to the provisions of
subparagraph (b) of Paragraph 8 hereof, in addition to any other right or
remedy available to it, to declare this Lease null and void from and after
the date of such declaration. Such right may be exercised by Lessee at any
time within sixty (60) days after acquiring knowledge of all the facts
necessary to a determination of the existence of such breach.
Commencing with the first occupancy by Lessee of the
leased premises and continuing thereafter throughout the initial and any
extended term of this Lease, Lessee shall be entitled to the exclusive use
of a minimum of 50 parking spaces in the Building, the rental therefor to be
an extra charge to Lessee at Lessor's rates for such parking spaces in
effect from time to time.
IN WITNESS WHEREOF, the parties have executed this Lease
the day and year first above mentioned.
Lessor:
FIRST NATIONAL BANK IN ST. LOUIS,
Not Individually but as Trustee as aforesaid,
ATTEST:
By /s/ William H. Harrison
-----------------------------------------
Senior Vice President
/s/ L. A. Ruebling
- ---------------------------
Cashier
(CORPORATE SEAL)
23
Lessee:
LACLEDE GAS COMPANY
By /s/ H. Reid Derrick
-------------------------------
(Title) President
-------------------------
ATTEST:
/s/ D. L. Gardner
- ---------------------------
Secretary
(CORPORATE SEAL)
In consideration of Laclede Gas Company executing the foregoing
Lease, the undersigned, being all the persons and entities (other than First
National Bank in St. Louis, Trustee, as Lessor) who now have or claim, and
who will have or claim, an interest in the West half of City Block 182 at
the time of recording of the Memorandum of Lease required by Paragraph 7 of
the foregoing Lease, do hereby, for themselves, their successors, assigns,
and all persons claiming by, through or under them, consent to and join in
said Lease for the purpose of establishing the priority of the covenants
contained in Paragraph 5 of said Lease, all as required by subparagraph (a)
of Paragraph 26 of said Lease.
/s/ Myron Moss
------------------------------------------
MYRON MOSS
ARLEN OPERATING COMPANY, a Partnership
By: /s/ Arthur G. Cohen
--------------------------------------
Arthur G. Cohen, Partner
/s/ Arthur N. Levien
-----------------------------------
Arthur N. Levien, Partner
24
/s/ Henry G. Willers
-----------------------------------------
HENRY G. WILLERS, as Trustee under
Deeds of Trust recorded, respectively,
January 29, 1965 as Daily No. 169,
January 15, 1965 as Daily No. 116,
and May 5, 1965 as Daily No. 96, in
the Recorder's Office, City of St. Louis
ATTEST: FIRST NATIONAL BANK IN ST. LOUIS, as
owner and holder of the promissory notes
secured by the Deeds of Trust of which
Henry G. Willers is Trustee as described
above
/s/ L. A. Ruebling
- -----------------------
Cashier By /s/ William H. Harrison
--------------------------------------
Senior Vice President
(CORPORATE SEAL)
25
In consideration of Laclede Gas Company executing the foregoing
Lease, the undersigned hereby agree that their interests in said land and in
the Building and Plant shall be bound as provided in Paragraph 26(c) of said
Lease and further agree to be bound by each and every provision of the
foregoing Lease as and to the extent that they are personally bound as
therein provided.
/s/ Myron Moss
----------------------------------
MYRON MOSS
ARLEN OPERATING COMPANY, a
Partnership
By: /s/ Arthur G. Cohen
------------------------------
Arthur G. Cohen, Partner
/s/ Arthur N. Levien
-----------------------------
Arthur N. Levien, Partner
26
ADDENDUM NO. 1
to
LEASE dated June 16, 1967,
between First National Bank in
St. Louis, Trustee, as Lessor, and
Laclede Gas Company, as Lessee
------------------------------
THIS ADDENDUM, entered into this 4th day of December, 1967,
WITNESSETH THAT:
WHEREAS, under date of June 16, 1967, Laclede Gas Company, Arlen
Operating Company, Myron Moss, and First National Bank in St. Louis entered
into an Agreement relating to financing of the total energy plant ("Plant")
to be installed in the proposed Laclede Gas Building ("Building") at 8th and
Olive Streets, St. Louis, Missouri; and
WHEREAS, Laclede Gas Company ("Laclede") has this day entered into
an agreement with John Hancock Mutual Life Insurance Company ("Hancock")
which provides, among other things, for amendment of the aforesaid Lease to
provide for Laclede offsetting certain sums against rent under certain
conditions; and
WHEREAS, all parties and signatories hereto have knowledge of the
terms and conditions of such offsets and are desirous of causing the
aforesaid provision of said Laclede-Hancock agreement to become effective;
NOW, THEREFORE, in consideration of the premises, it is mutually
agreed by the parties and signatories to said Lease and this Addendum that
said Lease is hereby amended by incorporating herein by this reference the
provisions of said Laclede-
27
Hancock agreement relating to the right of Laclede to offset against rents
the sums therein described at the times therein described.
IN WITNESS WHEREOF, the parties and signatories to said Lease have
executed this Addendum the day and year first above written.
Lessor:
FIRST NATIONAL BANK IN ST. LOUIS,
Not individually but as Trustee as aforesaid,
ATTEST:
/s/ L. H. Meyer By /s/ William H. Harrison
- --------------------------- -----------------------------------------
Cashier Senior Vice-President
(CORPORATE SEAL)
Lessee:
ATTEST: LACLEDE GAS COMPANY
/s/ C. M. Rainey By /s/ H. Reid Derrick
- --------------------------- -----------------------------------------
Asst. Secretary President
(CORPORATE SEAL)
In consideration of Laclede Gas Company executing the Addendum No.
1 to Lease, the undersigned, being all the persons and entities (other than
First National Bank in St. Louis, Trustee, as Lessor) who now have or claim,
and who will have or claim, an interest in the West half of City Block 182
as of the date hereof, do hereby, for themselves, their successors, assigns,
and all persons claiming by, through or under them, consent to and join in
this Addendum to said Lease for the purpose of confirming the
28
priority of the covenants contained in Paragraph 5 of said Lease, all as
required by subparagraph (a) of Paragraph 26 of said Lease.
/s/ Myron Moss
------------------------------------------
MYRON MOSS
ARLEN OPERATING COMPANY, a Partnership
By: /s/ Arthur G. Cohen
--------------------------------------
Arthur G. Cohen, Partner
/s/ Arthur N. Levien
--------------------------------------
Arthur N. Levien, Partner
/s/ Henry G. Willers
--------------------------------------
HENRY G. WILLERS, as Trustee under
Deeds of Trust recorded, respectively,
January 29, 1965 as Daily No. 169,
January 15, 1965 as Daily No. 116,
and May 5, 1965 as Daily No. 96, in
the Recorder's Office, City of
St. Louis
ATTEST: FIRST NATIONAL BANK IN ST. LOUIS, as
owner and holder of the promissory
notes secured by the Deeds of Trust
of which Henry G. Willers is Trustee
as described above
/s/ L. H. Meyer
- ---------------------------
Cashier By /s/ William H. Harrison
-----------------------------------
Senior Vice President
(CORPORATE SEAL)
In consideration of Laclede Gas Company executing the Addendum No.
1 to Lease, the undersigned hereby agree that their interests in said land
and in the Building and Plant shall be bound as provided in Paragraph 26(c)
of said Lease and further agree
29
to be bound by each and every provision of the foregoing Lease as amended by
this Addendum as and to the extent that they are personally bound as therein
provided.
/s/ Myron Moss
------------------------------------------
MYRON MOSS
ARLEN OPERATING COMPANY, a Partnership
By: /s/ Arthur G. Cohen
--------------------------------------
Arthur G. Cohen, Partner
/s/ Arthur N. Levien
--------------------------------------
Arthur N. Levien, Partner
30
ADDENDUM NUMBER 2
to
LEASE dated June 16, 1967
between First National Bank
in St. Louis, Trustee, as Lessor,
and Laclede Gas Company, as Lessee
----------------------------------
THIS ADDENDUM, entered into as of the 1st day of March, 1968,
WITNESSETH THAT:
WHEREAS, under date of December 4, 1967, the parties and
signatories to the aforesaid Lease executed and delivered Addendum No. 1
providing for Laclede Gas Company, Lessee, offsetting certain sums against
rent under certain conditions; and
WHEREAS, the Lessor and the Lessee have now agreed upon additional
changes in and additions to said Lease which the parties and signatories
wish to make effective;
NOW THEREFORE, in consideration of the premises, it is mutually
agreed by the parties and signatories to said Lease and Addendum No. 1
thereto and this Addendum No. 2 as follows:
1. Paragraph 1 (LEASING AGREEMENT) of said Lease is hereby
deleted and in lieu thereof there is inserted a new Paragraph 1 as follows:
"1. LEASING AGREEMENT
-----------------
Lessor hereby leases to Lessee and Lessee hires from
Lessor the premises hereinafter described, in the building to be
erected by Lessor at the southeast corner of Eighth and Olive
Streets, St. Louis, Missouri, hereinafter referred to as the
"Building", for an initial term of thirty (30) years commencing on
the date to be determined in accordance with paragraph 20 hereof,
unless sooner terminated or extended as provided herein, to be
occupied and used by Lessee solely for executive and general
administrative, office, sales, demonstration, display and other
purposes pertaining to the operation of the business of Lessee and
its subsidiary or affiliated companies.
The premises hereby leased to Lessee consist of a part of
the ground floor and all of the eighth, ninth, eleventh, twelfth,
thirteenth, fourteenth and fifteenth floors of the Building as
shown on the floor plans annexed hereto as Exhibit A. The aggregate
net rentable area of the storage space so leased and shown on said
floor plans is 5,072 square feet, and the aggregate net rentable
area of the remaining space so leased and shown on said floor plans
is 102,906 square feet all as detailed on Sheet 6 of Exhibit A. All
of the aforesaid premises constitute and are hereinafter called the
"leased premises",
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except that the storage space is sometimes referred to as such and
the remaining space is sometimes referred to as the "non-storage
space" or "non-storage area". Lessee shall not cause an unsightly
appearance from the exterior windows of any storage space."
2. Paragraph 3 (BASE RENT) of said Lease is hereby deleted
and in lieu thereof there is inserted a new Paragraph 3 as follows:
"3. BASE RENT
---------
Lessee shall pay to Lessor, at Lessor's office, or to such
other person or such other place as directed from time to time by
written notice to the Lessee from Lessor:
(a) base rent at the annual rates of $17,905.25 for the
storage space and $581,418.90 for the non-storage space,
as increased or decreased pursuant to the provisions of
Paragraph 4 hereof.
(b) such additional sums as may become due from and
payable by Lessee to Lessor under the terms of this Lease.
Subject to the provisions of Paragraph 4 hereof, the annual rent
provided for in (a) above shall be payable in twelve (12) equal
monthly installments, each installment being due and payable in
advance the first day of the calendar month. If the term of this
Lease shall commence on a date other than January 1, the initial
equal monthly installments shall be computed from the portion of
the annual rental applicable in the first partial calendar year. In
those calendar years of the Lease after annual base rent has been
adjusted under the escalation clause contained in Paragraph 4
hereof, the equal monthly installments for any calendar year shall
be based upon the adjusted annual rental for the second preceding
calendar year.
Lessee shall pay the annual rent and any additional sums
due from Lessee hereunder promptly as and when the same shall
become due and payable. The equal monthly installments of rent
described above shall be paid without demand therefor.
Any of the foregoing to the contrary notwithstanding,
Lessee shall be entitled to offset, against the aforesaid monthly
installments of rent, the monthly installments of rent payable by
Lessor to Lessee under any sublease of the leased premises by
Lessee to Lessor.
It is understood that the base rent set out in (a) above
have been determined as follows: 102,906 square feet of net
rentable area of non-storage space at $5.65 per square foot per
annum; 3,935 square feet of net rentable area of storage space at
$3.25 per square foot per annum; and 1,137 square feet of the net
rentable area of the storage space on the eighth floor at $4.50 per
square foot per annum.
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3. Subparagraph (h) of Paragraph 4 (RENT ESCALATION) of said
Lease is hereby deleted and in lieu thereof there is inserted a new
subparagraph (h) as follows:
"(h) The annual rental for the storage space (exclusive of
1,137 square feet of storage space on the eighth floor) shall be
subject to escalation only in the following manner:
Difference between adjusted annual Amount per square foot
rent and base annual rent of the non- to be added to or sub-
storage area of the leased premises X 325 = tracted from base annual
for any year --- rental of such storage
-------------------------------------- 565 space for such year
The non-storage area of the leased
premises for such year, in square feet
In determining escalation of rental for 1,137 square feet of
storage space on the eighth floor, 450 shall be substituted for 325
in the foregoing formula." --- ---
565 565
4. Paragraph 19 (FINISHING PREMISES) of said Lease is hereby
deleted and in lieu thereof there is inserted a new Paragraph 19 as follows:
"19. FINISHING PREMISES.
------------------
On or before February 29, 1968, Lessee shall furnish to
Lessor the location of all areas of the leased premises which
Lessee elects to take in an unfinished condition. Lessor shall
furnish building standard finishing (in accordance with Exhibit C)
in all other areas of the leased premises, except the storage area
and except omissions and substitutions specified in Lessee's
detailed plans and specifications.
Lessor shall pay to Lessee (a) the sum of $4.50 per square
foot of floor area of the leased premises (exclusive of storage
space) which Lessee shall elect to take in an unfinished condition,
(b) the sum of $175,000, (c) $1.75 per square foot of rentable area
in the Telephone Contact Department (5,400 square feet), and (d)
the amount of the credit determined in accordance with Paragraph 2
of Division IV of Exhibit C if non-standard items are furnished and
installed by others than Lessor.
If the non-standard items are furnished and installed by
Lessor, the payments described in the preceding paragraph shall be
credited by lessor against sums becoming due and payable by Lessee
to Lessor for such non-standard work. If in such event the total of
the payments described in the preceding paragraph shall exceed the
payments to be made by Lessee to
33
Lessor for non-standard work, the difference shall be paid by Lessor
to Lessee in cash on the date when Lessor completes such non-standard
work.
If the non-standard items are furnished and installed by
others than Lessor, the total of the payments described in the
second preceding paragraph shall be paid by Lessor to Lessee in
cash within ten (10) days after Lessee's acceptance of a bid by
others for furnishing and installing such non-standard items.
Lessee shall not have the right to terminate this Lease by
reason of Lessor's failure to make a cash payment provided for in
this Paragraph 19, but in such event Lessee shall have the right to
deduct the amount of such payments not paid, together with interest
thereon at the rate of 8% per annum, from the rents for the leased
premises.
If Lessee's finishing work shall be done by contract with
Lessor, then the leased premises shall not be deemed to be
substantially and reasonably ready for occupancy by Lessee for the
purposes of Paragraph 20 hereof until such work is completed and
the notice required by said Paragraph 20 has been given. If Lessee
shall cause all or a portion of its finishing work to be done by
other than Lessor, the fact that such work is not completed at the
time the leased premises are otherwise substantially and reasonably
ready for occupancy by Lessee shall not defer the commencement of
rental for the area not completed unless completion by Lessee has
been prevented by force majeure or strikes, in which event rental
of such uncompleted area shall be deferred for a period of time
equivalent to the delay caused by such force majeure or strikes."
5. Exhibits A and A-1 of said Lease are hereby deleted and in
lieu thereof there is inserted a new Exhibit A consisting of the following
six sheets which are numbered as Pages 5 through 10 of this Addendum No. 2:
6. Exhibit C of said Lease is hereby deleted and in lieu
thereof there is inserted a new Exhibit C consisting of the following
thirteen sheets which are numbered as Pages 12 through 24 of this Addendum
No. 2.
7. Said Lease shall continue in full force and effect as
amended by the aforesaid Addendum No. 1 and by this Addendum No. 2.
IN WITNESS WHEREOF, the parties and signatories to said Lease have
executed this Addendum the day and year first above written.
34
Lessor:
ATTEST: FIRST NATIONAL BANK IN ST. LOUIS
Not Individually but as Trustee as
aforesaid,
By
- ------------------------------------ ----------------------------------
Asst. Cashier Senior Vice President
(CORPORATE SEAL)
Lessee
ATTEST: LACLEDE GAS COMPANY
By
- ------------------------------------ ----------------------------------
Secretary President
(CORPORATE SEAL)
In consideration of Laclede Gas Company executing the Addendum No.
2 to Lease, the undersigned, being all the persons and entities (other than
First National Bank in St. Louis, Trustee, as Lessor) who now have or claim,
and who will have or claim, an interest in the West half of City Block 182
as of the date hereof, do hereby, for themselves, their successors, assigns,
and all persons claiming by, through or under them, consent to and join in
this Addendum to said Lease for the purpose of confirming the priority of
the covenants contained in Paragraph 5 of said Lease, all as required by
subparagraph (a) of Paragraph 26 of said Lease.
35
------------------------------------
MYRON MOSS
ARLEN OPERATING COMPANY, a
Partnership
By
----------------------------------
Arthur G. Cohen, Partner
----------------------------------
Arthur N. Levien, Partner
------------------------------------
HENRY G. WILLERS, as Trustee
under Deeds of Trust recorded,
respectively, January 29, 1965
as Daily No. 169, January 15, 1965
as Daily No. 116, and May 5, 1965
as Daily No. 96 in the Recorder's
Office, City of St. Louis
FIRST NATIONAL BANK IN ST. LOUIS
as owner and holder of the promissory
notes secured by the Deeds of Trust
of which Henry G. Willers is Trustee
as described above
ATTEST:
By
- ------------------------------------ ------------------------------------
Asst. Cashier Senior Vice-President
In consideration of Laclede Gas Company executing the Addendum No.
2 to Lease, the undersigned hereby agree that their interests in said land
and in the Building and Plant shall be bound as provided in Paragraph 26(c)
of said Lease and further agree to be bound by each and every provision of
the foregoing Lease as amended by this Addendum as and to the extent that
they are personally bound as therein provided.
36
MYRON MOSS
ARLEN OPERATING COMPANY, a
Partnership
By
------------------------------------
Arthur G. Cohen, Partner
------------------------------------
Arthur N. Levien, Partner
37
LACLEDE GAS COMPANY
720 Olive Street
St. Louis, Missouri 63101
(314) 342-0783
Douglas H. Yaeger
President
and
Chief Operating Officer
February 1, 1999
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
AND
PERSONAL DELIVERY
Nooney, Inc.
500 North Broadway, Suite 1200
St. Louis, Missouri 63102
Re: Lease - The Laclede Gas Building dated June 16,
1967, as amended and supplemented (the "Lease"),
between John Hancock Mutual Life Insurance
Company, as successor lessor, and Laclede Gas
Company, as lessee
Dear Sirs:
In accordance with the terms and provisions of Section 2 of the
Lease, Laclede Gas Company hereby exercises its option to renew the Lease
for a further term of five (5) years commencing at the expiration of the
initial term, which initial term expires on February 29, 2000.
Sincerely,
/s/ Douglas H. Yaeger
Douglas H. Yaeger
cc: David Peverly
G. T. McNeive, Jr.
Kenneth J. Neises
Peter J. Palumbo, Jr.
Ellen L. Theroff
38