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EXHIBIT 10.1
SUBLEASE AGREEMENT
This Sublease Agreement (the "Sublease") is made and entered into as of
the 31 day of October, 1999, by and between ContiGroup Companies, Inc., a
Delaware corporation, formerly known as Continental Grain Company ("Sublessor")
and Web Street, Inc., a Delaware corporation ("Sublessee") (Sublessor and
Sublessee are hereinafter collectively referred to as the "Parties").
W I T N E S S E T H:
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WHEREAS, 222 Riverside Plaza Corp, a Delaware corporation, as landlord
("Landlord"), and Sublessor, as tenant ("Tenant"), entered into that certain
Lease dated July 12, 1995 (the "Master Lease"), which Master Lease is attached
hereto as Exhibit A; and
WHEREAS, pursuant to the terms of the Master Lease, Sublessor is
leasing from Landlord 67,000 square feet consisting of Suites 900 and 1100 (the
"Master Lease Premises") within that certain building (the "Building") located
at the property commonly known as the 222 South Riverside Plaza, Chicago,
Illinois; and
WHEREAS, the term of the Master Lease expires on March 31, 2008; and
WHEREAS, Sublessor desires to sublease that portion of the Master Lease
Premises to Sublessee consisting of approximately 33,500 rentable square feet
located in Suite 1100 of the Building (the "Premises"), and Sublessee desires to
sublease the Premises from Sublessor, all upon the terms and subject to the
conditions hereinafter set forth; and
WHEREAS, Landlord has reviewed this Sublease and has consented to the
sublease of the Premises.
NOW, THEREFORE, in consideration of the recitals set forth above, which
as fully incorporated herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by all Parties hereto,
the Parties hereby covenant, acknowledge, represent and agree as follows:
1. DEMISE; TERM. Sublessor hereby subleases the Premises to Sublessee
and Sublessee hereby subleases the Premises from Sublessor, for a term
commencing as of November 1, 1999 (the "Commencement Date") and expiring March
31, 2008 or on such earlier date upon which said term may expire or terminate
(the "Sublease Term") pursuant to any of the provisions of the Master Lease or
this Sublease or pursuant to law or on such later date upon which said term may
be extended pursuant to the terms of this Sublease. Sublessor shall deliver
possession of the Premises in broom-clean condition to Sublessee on the
Commencement Date. Notwithstanding the foregoing, Sublessee shall be entitled,
upon full execution of, and Landlord's written consent, to this Sublease and
Sublessee's payment to Sublessor of $75,000 of the Security Deposit, to enter
into the Premises prior to the Commencement Date but in no event prior to
October 11, 1999 for purposes of installing
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Sublessee's phone and data processing hookups. All of the covenants and
conditions of this Sublease, including without limitation provisions regarding
indemnification and insurance, shall apply to and shall control Sublessee's use
of the Premises prior to the Commencement Date, except that Lessee shall not be
required to pay Rent or pay the Additional Obligations (as defined herein).
2. RENT. Sublessee agrees to pay to Sublessor, without previous demand
therefor and without right of set-off, abatement, credit or deduction, except as
expressly provided herein, rent for the Premises (the "Rent") (the Rent includes
an amount equal to $3,154.58 per month, which amount is allocable to Sublessor's
leasing of the Furniture, as hereinafter defined, to Sublessee, pursuant to the
terms of Paragraph 19 herein), payable at the address of Sublessor set forth in
Paragraph 17 of this Sublease or at such other address as Sublessor may from
time to time designate by notice to Sublessee, in the amounts set forth below:
Rent Rent
Period (Annual) (Monthly)
------ -------- ---------
November 1, 1999 -
March 31, 2000 $649,230.00 54,102.50
April 1, 2000 -
March 31, 2001 665,980.00 55,498.33
April 1, 2001 -
March 31, 2002 699,480.00 58,290.00
April 1, 2002 -
March 31, 2003 716,230.00 59,685.83
April 1, 2003 -
March 31, 2004 732,980.00 61,081.66
April 1, 2004 -
March 31, 2005 749,730.00 62,477.50
April 1, 2005 -
March 31, 2006 766,480.00 63,873.33
April 1, 2006 -
March 31, 2007 783,230.00 65,269.16
April 1, 2007 -
March 31, 2008 799,980.00 66,665.00
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Rent shall be payable to Sublessor in advance commencing on November 1, 1999 and
thereafter on the first day of each month during the Sublease Term. Rent for any
partial month shall be prorated on a per diem basis.
3. NET MASTER LEASE - ADDITIONAL OBLIGATIONS. The Parties intend that
the Rent provided in this Sublease shall be a net payment to Sublessor; that the
Sublease shall continue for the full Sublease Term notwithstanding any
occurrence preventing or restricting use and occupancy of the Premises,
including any damage or destruction affecting the Premises, and any action by
any governmental authority relating to or affecting the Premises except as
otherwise specifically provided in this Sublease; that the Rent shall be
absolutely payable without offset, reduction or abatement for any cause except
as otherwise specifically provided in this Sublease; that Sublessor shall not be
required to pay any costs or expenses or provide any services or do any act in
connection with the Premises and that Sublessee shall bear all costs and
expenses relating to the Premises to the extent required under the Master Lease.
Accordingly, subject to the provisions of the Master Lease, Sublessee covenants
and agrees to pay in addition to the Rent, all costs and expenses relating to
the Premises which are the responsibility of Sublessor pursuant to the terms of
the Master Lease ("Additional Obligations"). In connection with Sublessee's
obligation to pay all such Additional Obligations, Sublessee's proportionate
share of the rentable square feet of the Building shall be deemed to be 3.307%.
With respect to any insurance required to be provided by Sublessee pursuant to
the terms of this Sublease, all such insurance shall name both Landlord and
Sublessor as additional insureds, to the extent provided for in the Master
Lease.
4. ASSIGNMENT; SUBLETTING. Sublessee will not sublet the Premises, or
any portion thereof, or assign this Sublease in whole or in part, for collateral
purposes or otherwise, or permit use or occupancy of the Premises, or any
portion thereof, by others without the prior written consent of Sublessor and
Landlord in each instance being first obtained. In the event Sublessor and
Landlord shall consent to any specific assignment, subletting, or occupancy,
such consent shall not be construed as relieving Sublessee from any liability
under this Sublease or from responsibility for obtaining Sublessor's and
Landlord's prior written consent to any further assignment, subletting or
occupancy.
5. INCORPORATION OF THE MASTER LEASE.
(a) The terms, covenants, conditions and definitions of the Master
Lease (except such that are specifically excluded from this Sublease) are hereby
incorporated in and made a part of this Sublease with the same force and effect
as though set forth at length herein. By virtue of such incorporation, the term
"Landlord" and "Tenant" in the Master Lease shall be deemed, for the purposes of
this Sublease, to refer to Sublessor and Sublessee respectively.
(b) All of the rights and obligations conferred and imposed by the
Master Lease upon Sublessor are hereby conferred and imposed upon Sublessee with
respect to the Premises, except as hereinafter expressly set forth. Sublessee
shall, with respect to the Premises, duly and fully keep, observe and perform
each and every term and covenant on Sublessor's part to be observed and
performed as lessee under the Master Lease, except as such terms and covenants
are expressly modified by the terms of this Sublease. Notwithstanding anything
to the contrary contained herein,
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Sublessee shall not (i) take any action inconsistent with the terms of the
Master Lease, (ii) do or permit to be done by its agents, contractors,
employees, invitees, visitors or licensees, anything prohibited to Sublessor as
the lessee under the Master Lease, or which would constitute, with or without
the giving of notice or the passage of time or both, a default under the Master
Lease; or (iii) take any action or do or permit anything which would result in
any additional cost or other liability to Sublessor under the Master Lease. With
respect to any provision of the Master Lease which is incorporated herein and
provides for an abatement of rent under certain circumstances, Sublessee shall
be entitled to any such rent abatement thereunder only to the extent that
Sublessor actually receives a rent abatement under the Master Lease. Any
inconsistency between the Master Lease and this Sublease which relates to
obligations of, or restrictions on, Sublessee, shall be resolved in favor of
that obligation which is more onerous to Sublessee or that restriction which is
more restrictive of Sublessee, as the case may be.
(c) In the event of Sublessee's default under this Sublease, Sublessor
shall have available to it all of the remedies available to Landlord under the
Master Lease in the event of a like default on the part of the Sublessor as
lessee thereunder. Such remedies shall be in addition to all other remedies
available to Sublessor at law or in equity. In addition, in the event that
Sublessor reasonably believes that a condition exists which could give rise to a
default by Sublessee under the terms of the Master Lease or this Sublease and
which condition Sublessor in its reasonable discretion believes will not be
cured by Sublessee, then Sublessor shall have the right, but not the obligation,
upon three (3) days' advance written notice to Sublessee, to take any and all
steps to cure such condition, including, without limitation, the payment of
money or entry upon the Premises to perform Sublessee's obligations, and
Sublessor shall be entitled to receive payment from Sublessee of any and all
costs and expenses incurred by Sublessor, including reasonable attorneys' fees
and costs, in connection with the cure or attempted cure of any such condition.
(d) Sublessor shall not be obligated to perform and shall not be liable
for the performance by Landlord of any of the obligations of Landlord under the
Master Lease. Sublessor shall not be liable with respect to any representations
or warranties of Landlord contained in the Master Lease, nor shall Sublessor be
deemed to have made any representations or warranties to Sublessee by virtue of
the incorporation of the Master Lease into this Sublease. Sublessee shall have
no claim against Sublessor by reason of any default on the part of Landlord.
Sublessee shall not make any claim against Sublessor for any damages which may
arise by reason of any act or omission, whether intentional or negligent, of
Landlord. Nothing herein contained shall be deemed to authorize Sublessee to
represent Sublessor in connection with any suit or claim by or against Landlord.
Sublessor shall have no obligation to render any services to Sublessee in or to
the Premises of any nature whatsoever or to expend any money for the
preservation or repair of the Premises. Sublessee agrees to look solely to
Landlord for the furnishing of any services to which Sublessor may be entitled
under the Master Lease. Provided Sublessee in not in default under this
Sublease, Sublessor agrees to cooperate with Sublessee, and to use reasonable
efforts (without, however, incurring any liabilities or expenses (other than
those liabilities or expenses which Sublessee agrees to reimburse)) to enforce
for the benefit of Sublessee the obligations of Landlord to Sublessor under the
Master Lease insofar as they relate to the Premises. Any and all out-of-pocket
expenses of Sublessor arising from Sublessor's action taken pursuant to this
Paragraph shall be promptly reimbursed by Sublessee within ten (10) days after
receipt of written demand thereof in reasonable detail. The foregoing
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covenant shall not be deemed to require that Sublessor commence legal action to
enforce the obligations of Landlord.
(e) If Landlord shall default in any of its obligations to Sublessor
with respect to the Premises and such default continues notwithstanding
Sublessor's demands that Landlord provide such services then and in such event
and provided that Sublessor shall have received "Adequate Assurance" (as defined
below), Sublessee may either in its own name or in the name of Sublessor
commence legal action against Landlord. As used herein "Adequate Assurance"
means Sublessee providing Sublessor with an indemnity agreement in form
reasonably satisfactory to Sublessor and its counsel indemnifying Sublessor
against any and all claims, charges, costs or expenses (including reasonable
attorneys' fees) that may be incurred in connection with or arising out of
Sublessee's enforcement or attempted enforcement of such rights described
hereunder.
(f) The following provisions of the Master Lease are specifically
agreed to be inapplicable as between Sublessor and Sublessee: Schedule (except
for Sections 3, 5 and 7); Lease Term (Section 1); Tender of Possession; Early
Occupancy (Section 2); Assignment and Subletting (Section 12); Real Estate
Broker (Section 29); Existing Lease (Section 32); Allowances (Section 33); Right
to Adjust Initial Office Space (Section 34); Right to Renew (Section 35); Right
of Offer (Section 36); Option For Expansion Space (Section 37); Termination
Option (Section 38); Drop Space Option (Section 39); Satellite Dish Installation
(Section 40); Lessor's Additional Obligations and Agreements (Section 42(c));
Floor Plan for 9th Floor Office Space (Exhibit A-1); Storage Space (Exhibit
A-2); Workletter (Exhibit B); Floor Plan for 14th Floor Reserved Space (Exhibit
F).
(g) Provided that Sublessee is not in default beyond any applicable
cure period, Sublessor agrees that it shall not exercise its right to either
terminate the Master Lease (as provided in Section 38 of the Master Lease) or to
eliminate the Premises from the Master Lease Premises (as provided in Section 39
of the Master Lease).
6. CONSENT OF LANDLORD. In any case where this Sublease (including the
provisions of the Master Lease which are incorporated herein by reference)
requires Sublessee to obtain the consent or approval of Sublessor, whether prior
to the taking of any action or otherwise, Sublessee shall, in addition to
obtaining the consent or approval of Sublessor, obtain (at the time required)
the consent or approval of Landlord, if such consent or approval is required by
the Master Lease. In the event that Landlord's consent or approval is so
required, Sublessee shall not contact Landlord directly, but shall deliver a
written request for such consent or approval to Sublessor. Sublessor shall not
have any duty or responsibility with respect to obtaining the consent or
approval of Landlord when the same is required other than the prompt
transmission by Sublessor to Landlord of Sublessee's request for such consent or
approval. Sublessee shall keep Sublessor apprised of any communications between
Landlord and Sublessee to the extent any such communications have a material
affect on Sublessor, whether under this Sublease, the Master Lease, or
otherwise.
7. INDEMNIFICATION. Sublessee hereby indemnifies and agrees to defend
and hold Sublessor and Landlord harmless from and against any and all costs,
claims, actions, damages, demands, expenses (including reasonable attorneys' and
consultants' fees), injuries, judgments, liabilities, penalties, losses and
suits, suffered sustained or incurred by Sublessor and Landlord in
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connection with, or as a result of, any accident, act or omission, claim,
hazard, injury, violation of any environmental, health, fire, zoning, building
or safety codes, ordinances or regulations, death or damage to person or
property arising, directly or indirectly, in whole or in part, out of the
business conducted in, or the use or occupancy of the Premises, or occurring in,
on or about the premises, or any portion thereof, or arising from the use or
condition of the Furniture, or arising from any default of Sublessee under the
Master Lease or this Sublease, or arising, directly or indirectly, in whole or
in part, from any act or omission of Sublessee or its licensees, servants,
agents, employees, invitees, guests, suppliers or contractors or the breach or
default by Sublessee of any term, provision, covenant, or condition contained in
the Master Lease or this Sublease. The scope of this indemnification shall, at
Sublessor's option, include, but not be limited to, defending or resisting, with
attorneys reasonably satisfactory to Sublessor, any actions suit, claim, demand
or proceeding that may be filed, instituted or brought against Sublessor or to
which Sublessor may be made a party.
8. CONDITION AND USE OF PREMISES. Sublessee acknowledges that it has
fully inspected the Premises, is satisfied with the condition thereof and is
taking the Premises in an "as-is" and "where-is" condition, subject only to
latent defects to the same extent as provided under Section 13 of the Master
Lease, and other than the express representations and warranties contained in
this Sublease, Sublessor makes no representations or warranties (either express
or implied) of merchantability or fitness for a particular purpose. No promise
of Sublessor to alter, remodel or improve the Premises, or any portion of the
Premises, and no representation respecting the condition of the Premises has
been made by Sublessor or any employee, agent or representative of Sublessor to
Sublessee. Sublessee's taking of possession of the Premises shall constitute an
unconditional acceptance by it of the condition thereof.
9. ALTERATIONS. Sublessee shall not make any alteration, improvement,
decoration, or installation, including wall hangings (hereinafter called
"Alterations") in or to the Premises, without in each instance obtaining the
prior written consent of Sublessor, which consent shall not be unreasonably
withheld or delayed in the event that Landlord indicates to Sublessor that it
shall consent to the Alterations and provided further that no consent shall be
required for Alterations that cost $50,000 or less and do not affect the
structure or systems of the Building. If any Alterations that require
Sublessor's consent are made without consent, without limiting or waiving other
remedies available to it, Sublessor may remove the same, and may correct, repair
and restore the Premises and any damage arising from such removal, and Sublessee
shall be liable for any and all costs and expenses incurred by Sublessor in the
performance of this work. Alterations existing on the Premises upon the
termination of this Sublease which have been put in at the expense of Sublessee
shall remain upon and be surrendered with the Premises as a part thereof and
thereupon become the property of Sublessor without cost, charge or reimbursement
to Sublessee; provided, however, that at the written request of Sublessee
submitted to Sublessor at such time as Sublessee requests Sublessor's consent to
any proposed Alterations, Sublessor shall, at the time it grants consent to any
proposed Alterations, designate those proposed Alterations Sublessee shall be
required to remove upon the expiration or termination of this Sublease. All
Alterations designated by Sublessor to be removed shall be removed by Sublessee,
at Sublessee's sole cost and expense and the Sublease Premises shall be restored
by Sublessee to the same condition as existed prior to the date of this
Sublease.
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10. WAIVER OF CLAIMS. Except to the extent caused by Landlord's or
Sublessor's negligence, Sublessee hereby waives any claim which may arise
against Landlord or Sublessor during the Sublease Term for any loss, or damage
to any of Sublessee's property or the property of any of its agents, employees
or invitees, located upon or constituting a part of the Premises, or for any
liability relating to personal injury or death in or about the Premises which
loss, damage or liability is covered by insurance policies. Inasmuch as the
aforesaid waiver will preclude the assignment of any such claim by way of
subrogation or otherwise to an insurance company or any other person, Sublessee
agrees to give each insurance company which has issued fire and extended
coverage, personal property, property or public liability coverage, written
notice of the terms of said waiver immediately and shall have said insurance
policies properly endorsed with a waiver of subrogation. Evidence of said waiver
shall be forwarded to Sublessor upon request. Sublessor shall endeavor to obtain
Landlord's consent to a waiver of subrogation rights as against Sublessee,
provided, however, that Sublessor's failure to obtain such consent shall not be
deemed a default under this Sublease and this Sublease shall remain in full
force and effect.
11. COMPLIANCE WITH LAWS. To the extent not the obligation of the
Landlord under the terms of the Master Lease, Sublessee shall, throughout the
Sublease Term, and at Sublessee's sole cost and expense, promptly comply or
cause compliance with (including compliance by all employees, agents,
representatives or others acting on its behalf), and in any event shall not
commit any act or omission which would result in any breach or violation of, any
and all laws, whether present or future, foreseen or unforeseen, ordinary or
extraordinary, whether or not the same shall be presently within the
contemplation of Sublessor and Sublessee or shall involve any change of
governmental policy, or require structural or extraordinary repairs,
alterations, or additions, irrespective of the cost thereof, which may be
applicable to the Premises.
12. INSURANCE. With respect to the Premises, Sublessee agrees to
maintain the insurance coverage required to be provided by Sublessor in
accordance with Section 9 of the Master Lease. Sublessor shall also be insured
as an additional named insured and loss payee on all such policies.
13. CASUALTY. In reference to Section 17 of the Master Lease, Sublessor
shall have no obligation to repair or rebuild the Premises in the event that the
same are damaged or destroyed by reason of fire, or other casualty. If the
Master Lease is terminated pursuant to Section 17 of the Master Lease, this
Sublease shall also terminate and Sublessor and Sublessee shall be relieved of
all obligations hereunder arising on and after the date of such termination. In
the event that Sublessor has the option to terminate the Master Lease due to
casualty as provided in Sections 17(b) and 17(c) of the Master Lease, Sublessor
shall promptly transmit to Sublessee a copy of Landlord's notice regarding
repair or restoration of the Premises, and Sublessee shall have the option to
terminate this Sublease by written notice to Sublessor delivered on or before
ten (10) days after Sublessee's receipt of such notice.
14. DEFAULT. If Sublessee shall default in the fulfillment of any of
its covenants and agreements set forth herein or under the Master Lease, and, as
to any monetary defaults under this Sublease or any monetary or non-monetary
defaults under the Master Lease, Sublessee shall fail to cure the default within
one-half of the time period provided for cure of such default under the Master
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Lease, Sublessor shall have the same rights and remedies with respect to such
default as provided to Landlord under the Master Lease. If a non-monetary
default occurs under the Sublease for which a cure period is not otherwise
provided under the terms of the Master Lease, then Sublessee shall cure any such
default within thirty (30) days after written notice thereof. In addition to the
foregoing, and not in limitation thereof, Sublessor shall have the right, but
shall not be obligated, to cure any breach or default of Sublessee under this
Sublease, or the Master Lease, and to enter the Sublease Premises for such
purpose, and any and all costs incurred by Sublessor in connection with the
curing of any such breach or default, shall become immediately due and payable
to Sublessor.
15. NON-WAIVER. Failure of Sublessor to declare any default immediately
upon occurrence thereof, or delay in taking any action in connection therewith,
shall not waive such action in law or in equity, as might be lawful or
authorized hereunder. No waiver by Sublessor of a default by Sublessee shall be
implied, and no express waiver by Sublessor shall affect any default other than
the default specified in such waiver and then only for the time and extension
therein stated. All rights and remedies specifically granted to Sublessor
herein, shall be cumulative and not mutually exclusive.
16. SURRENDER. Upon expiration of the Sublease Term hereof, or if, at
any time prior to expiration of the Sublease Term, this Sublease shall be
terminated as a result of the Sublessee's default hereunder or otherwise,
Sublessee shall immediately quit and surrender up to Sublessor possession of the
Premises in a broom-clean condition and in good order and repair, ordinary wear
and tear and loss by fire or other casualty excepted, and, Sublessee shall
remove all of its property therefrom, and any alterations or improvements made
by or on behalf of Sublessee that have been previously designated for removal by
Sublessor pursuant to Paragraph 9 of this Sublease, all in accordance with the
terms of the Master Lease as modified by the terms of this Sublease. Sublessee's
obligation to observe or perform this covenant shall survive the expiration or
termination of this Sublease.
17. NOTICES. All notices, requests, demands and other communications
required or permitted to be given hereunder shall be by hand-delivery, first
class air mail, telex, telecopier, or air courier to the parties set forth
below. Such notices shall be deemed given: at the time delivered by hand, if
personally delivered; seven business days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the first business day after timely delivery to
the courier, if sent by air-courier.
<TABLE>
<CAPTION>
If to: If to: If to:
Sublessor: Sublessee: Landlord:
--------- --------- --------
<S> <C> <C>
ContiGroup Companies, Inc. Web Street, Inc. 222 Riverside Plaza Corp.
222 South Riverside Plaza 510 Lake Cook Road c/o New York State
9th Floor Deerfield, Illinois 60015 Teachers' Retirement System
Chicago, Illinois 60606 Attn: Stuart A. Cohn 10 Corporate Woods Dr.
Fax: (312) 466-6574 Fax: (847) 267-9295 Albany, New York 12211
Attn: Gerard J. Schulte, Attn: William C. Hammarstrom
</TABLE>
- and to -
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ContiGroup Companies, Inc.
277 Park Avenue
New York, New York
Attention: General Counsel
18. SECURITY DEPOSIT. On or prior to the Commencement Date, Sublessee
shall deposit with Sublessor the sum of $230,033.33 as security for the full and
faithful performance of every provision of this Sublease to be performed by
Sublessee. If Sublessee defaults, with respect to any provision of this
Sublease, including but not limited to the provisions relating to the payment of
Rent, Sublessor may use, apply or retain all or any part of said security
deposit for the payment of any Rent and any other sum in default or for the
payment of any other amount which Sublessor may spend or become obligated to
spend by reason of Sublessee's default or to compensate Sublessor for any other
loss or damage which Sublessor may suffer by reason of Sublessee's default.
Provided Sublessor does not deposit the security deposit in an interest bearing
account, Sublessee shall not be entitled to interest on any security deposit. If
Sublessor elects to deposit the security deposit in an interest bearing account,
Sublessee shall be entitled to the accrued interest. If Sublessee shall fully
and faithfully perform every provision of this Sublease to be performed by it,
or shall timely cure any and all defaults, said security deposit or any balance
thereof shall be returned to Sublessee upon the date which is thirty (30) days
after the expiration of the Sublease Term and Sublessee's vacation of the
Premises. Notwithstanding the forgoing and provided that (i) Sublessor has not
then used, applied or retained any part of the Security Deposit as provided
under the terms of this Sublease and (ii) Sublessee is not then in default under
this Sublease, Sublessee shall be entitled to receive partial refunds of the
Security Deposit in the amount of $57,508.33 on the first and third
anniversaries of the Commencement Date.
19. FURNITURE. Subject to the terms and conditions herein, the sublease
of the Premises hereunder shall also include all furniture and other equipment
located at the Premises as of the date hereof as set forth on the inventory
attached hereto as Exhibit B (the "Furniture"), but specifically excluding
therefrom those items indicated as excluded on Exhibit B. A portion of the Rent
hereunder in the amount of $3,154.58 per month (or $37,854.96 annually) shall be
allocated to the lease of the Furniture hereunder, which amount shall be deemed
to be consideration reasonably attributable to reimburse Sublessor for
Sublessor's personal property. Upon the expiration of the Sublease Term, and
provided Sublessee has made all payments of Rent hereunder and Sublessee is not
otherwise then in default hereunder, title to the Furniture shall pass to
Sublessee, free and clear of any liens, claims or encumbrances of Sublessor.
Sublessee shall accept the Furniture in its current "as-is" condition. Sublessee
shall use the Furniture in a careful and proper manner and shall comply with all
laws, ordinances, and regulations relating to the possession, use, or
maintenance of the Furniture. Sublessee, at Sublessee's own cost and expense,
shall keep the Furniture in good repair, condition, and working order. Sublessee
shall ensure that the Furniture is not subjected to careless or needlessly rough
usage. Sublessee, without prior written consent of Sublessor, shall not permit
the Furniture to be removed from the Premises. If this Sublease is terminated
prior to the expiration of the Sublease Term, Sublessee shall return the
Furniture to Sublessor in good repair, ordinary wear and tear resulting from
proper use alone excepted, in the manner as may be specified by Sublessor.
Sublessee assumes all risk of loss of and damage to the Furniture from any
cause. No loss or
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damage to the Furniture will impair any obligation of Sublessee under this
Sublease, which will continue in full force and effect. In the event of loss of
or damage to the Furniture during the Sublease Term, Sublessee, at the option of
Sublessor, shall (a) place the Furniture in good repair or (b) replace the
Furniture with like property in good repair, which Furniture shall become
subject to this Sublease. The Furniture is, and shall at all times remain,
personal property, notwithstanding that any part of it may now be, or may
become, in any manner attached to, or embedded in, or permanently resting on,
real property, or attached in any manner to what is permanent as by means of
cement, plaster, nails, bolts, screws, or otherwise. The Furniture is, and shall
at all times during the Sublease Term remain, the sole property of Sublessor,
and Sublessee shall have no right, title, or interest in the Furniture except as
expressly set forth in this Sublease.
20. RECORDING. Sublessee shall not record this Sublease, or any
memorandum or summary thereof without the prior written consent of Sublessor.
21. MISCELLANEOUS.
(a) This Sublease constitutes the entire agreement of the Parties
relative to the subject matter hereof, and all prior negotiations,
conversations, representations, agreements and understandings are specifically
merged herein and superseded hereby. This Sublease may be modified only by a
written instrument executed by the Parties hereto. This Sublease is the result
of the prior negotiations, conversations, representations, agreements and
understandings of the Parties and is to be construed as the jointly prepared
product of the Parties.
(b) The terms and provisions of this Sublease shall inure to the
benefit of and shall be binding upon the Parties and their respective
successors, representatives and assigns (subject to the provisions hereinabove).
(c) Time is of the essence of this Sublease.
(d) This Sublease shall be construed in accordance with and governed by
the laws of the State of Illinois.
(e) The paragraph headings used in this Sublease have been inserted for
convenience and reference only and should not be construed to limit or restrict
the terms and provisions, covenants and conditions hereof,
(f) If any term or provision of this Sublease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Sublease, or the application of such term
or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby and each remaining term
and provision of this Sublease shall be valid and be enforced to the fullest
extent permitted by law.
(g) This Sublease and any modifications or amendments thereto shall not
take effect and be binding upon Sublessor until Sublessor executes this
Sublease.
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<PAGE>
(h) In the event either party receives a notice from Landlord, the
receiving party agrees to immediately forward a copy of such notice to the other
party.
(i) Sublessor and Sublessee represent and warrant to each other that it
has not dealt with any broker in connection with this Sublease other than Jones
Lang LaSalle (Illinois) L.P. and Julien J. Studley, Inc. (whose commissions
shall be paid pursuant to separate agreements with Sublessor) and that to the
best of its knowledge and belief, no other broker, finder or like entity
procured or negotiated this Sublease or is entitled to any fee or commission
herewith. Sublessor and Sublessee agree to indemnify and hold the other harmless
from all damages, liability, and expense (including reasonable attorneys' fees)
arising from any claims or demands of any other broker or finders for any
commission alleged to be due such broker or brokers or finders as a result of
the breach of this representation by one to the other.
(j) In any proceeding to enforce the other party's obligations under
this Sublease, the non-prevailing party shall pay to the prevailing party upon
demand all of the prevailing party's reasonable costs, fees and expenses
(including the reasonable fees and expenses of counsel, agents and others
retained by the prevailing party).
22. LANDLORD'S CONSENT. This Sublease shall be effective upon obtaining
the written consent of Landlord in Landlord's customary form.
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<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Sublease as of the
date set forth above.
SUBLESSOR: SUBLESSEE:
ContiGroup Companies, Inc. Web Street, Inc.
By: /s/ Thomas J. Burnell By: /s/ Joseph J. Fox
-------------------------------- --------------------------------
Title: VP & General Manager Title: Chief Executive Officer
------------------------------ ------------------------------
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<PAGE>
EXHIBIT A
---------
to Sublease Agreement
---------------------
MASTER LEASE
------------
[See attached]
-13-
<PAGE>
EXHIBIT B
---------
to Sublease Agreement
---------------------
A. Inventory of Furniture
1. General space and private offices:
o 139 workstations
o 15 desks
o 14 credenzas
o 13 tables
o 72 chairs (including 8 executive chairs)
o Approximately 60 file cabinets
2. Reception area:
o 4 chairs, 2 tables, reception desk
3. Kitchen area:
o 10 tables, 38 chairs
o Refrigerator
4. Other:
o 1 large conference room table and chairs
o Large conference room reception area chairs and table
B. Exclusions From Furniture:
1. All works of art located on the Premises.
2. All office equipment located on the Premises, including
without limitation copiers, computer equipment, telephones and
television monitors.
3. All furniture located in the executive office located in the
northeast corner of the Premises.
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<PAGE>
================================================================================
LEASE
between
222 RIVERSIDE PLAZA CORP.,
a Delaware corporation
Lessor
and
CONTINENTAL GRAIN COMPANY,
a Delaware corporation
Lessee
Dated as of July 12, 1995
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
----
1. Lease Term ......................................................... 2
2. Tender of Possession; Early Occupancy .............................. 2
3. Rent ............................................................... 4
4. Payment of Rent .................................................... 4
5. Services ........................................................... 4
6. Rules and Regulations .............................................. 8
7. Certain Rights Reserved to Lessor .................................. 8
8. Default under other Lease .......................................... 9
9. Insurance .......................................................... 9
10. Waiver of Certain Claims and Rights of Subrogation .................11
11. Holding Over .......................................................12
12. Assignment and Subletting ..........................................13
13. Condition of Demised Premises ......................................15
14. Alterations ........................................................15
15. Use of Demised Premises ............................................17
16. Repairs ............................................................20
17. Destruction by Fire or Other Cause .................................21
18. Eminent Domain .....................................................23
19. Lessor's Remedies ..................................................24
20. Superior Leases and Mortgages ......................................26
21. Notices ............................................................28
<PAGE>
22. Access to Demised Premises .........................................29
23. Inability To Perform ...............................................29
24. Additional Payments ................................................30
25. Sprinklers .........................................................34
26. Estoppel Certificate ...............................................34
27. Quiet Enjoyment ....................................................35
28. Definitions ........................................................35
29. Real Estate Broker .................................................36
30. Lessor's Title .....................................................36
31. Miscellaneous ......................................................36
32. Existing Lease .....................................................38
33. Allowances..........................................................39
34. Right to Adjust Initial Office Space ...............................40
35. Right to Renew .....................................................41
36. Right Of Offer .....................................................44
37. Option For Expansion Space .........................................47
38. Termination Option .................................................49
39. Drop Space Option ..................................................50
40. Satellite Dish Installation ........................................51
41. Exculpatory Clause .................................................53
42. Lessor's Additional Obligations and Agreements .....................53
43. Exhibits ...........................................................54
<PAGE>
LEASE
-----
THIS INDENTURE OF LEASE ("Lease") made as of July ____, 1995 to be
effective as of April 1, 1995 (the "Effective Date").
W I T N E S S E T H:
- - - - - - - - - -
222 RIVERSIDE PLAZA CORP., a Delaware corporation ("Lessor"), hereby
leases unto CONTINENTAL GRAIN COMPANY, a Delaware corporation ("Lessee"), and
Lessee accepts, all rentable portions of the 9th and 11th Floors, as shown
hatched in the plan attached hereto and marked Exhibit A-1 (the "Office Space")
as well as the storage space shown on the plan attached hereto and marked as
Exhibit A-2 (the "Storage Space"), in the building known as 222 South Riverside
Plaza, Chicago, Illinois (such building, together with the air rights leasehold
parcel upon which it is situated as legally described on Exhibit A-3 attached
hereto, being herein referred to as the "Building"). The Office Space and the
Storage Space are sometimes collectively referred to herein as the "Demised
Premises." The following schedule (the "Schedule") sets forth certain basic
terms of this Lease:
----------
SCHEDULE
--------
1. Office Space - Suite Numbers: 900 and 1100
2. Rentable Square Feet of the Office Space: 67,000
3. Rentable Square Feet of the Building: 1,013,000
4. Base Rent:
Period from/to Annually Monthly
-------------- -------- -------
04/01/96-03/31/97 $1,122,250.00 $ 93,520.83
04/01/97-03/31/98 $1,155,750.00 $ 96,312.50
04/01/98-03/31/99 $1,189,250.00 $ 99,104.17
04/01/99-03/31/00 $1,222,750.00 $101,895.83
04/01/00-03/31/01 $1,256,250.00 $104,687.50
04/01/01-03/31/02 $1,323,250.00 $110,270.83
04/01/02-03/31/03 $1,356,750.00 $113,062.50
04/01/03-03/31/04 $1,390,250.00 $115,854.17
04/01/04-03/31/05 $1,423,750.00 $118,645.83
04/01/05-03/31/06 $1,457,250.00 $121,437.50
<PAGE>
04/01/06-03/31/07 $1,490,750.00 $124,229.17
04/01/07-03/31/08 $1,524,250.00 $127,020.83
5. Base Year: Calendar Year 1996
6. Lessee's Proportionate Share: 6.614%
7. Additional Payments: For each calendar year after the Base Year, Lessee
is to pay Lessee's Proportionate Share of any increases in the
Operating Expenses and Ownership Taxes paid during such year to the
extent the same exceed Operating Expenses and Ownership Taxes paid
during the Base Year, as more particularly set forth in Section 24 of
this Lease.
8. Security Deposit: None
9. Broker(s): LaSalle Partners Limited and
Premisys Real Estate Services, Inc.
10. Commencement Date: April 1, 1996, as the same may be modified by the
terms of Section 2 hereof.
11. Expiration Date: March 31, 2008, as the same may be modified by the
terms of Section 2 hereof or by the express terms and conditions of
this Lease.
12. Guarantor(s): None
13. Construction Allowance: $35.00 per rentable square foot of the Office
Space, as set forth in the Workletter
14. Storage Space - Suite Numbers: 3501 and 3504
----------
1. Lease Term. The term ("Term") of this Lease, unless extended or
sooner terminated as provided herein, shall be for a period of twelve (12) years
commencing on the date (the "Commencement Date") described in Item 10 of the
Schedule and expiring on the date (the "Expiration Date") described in Item 11
of the Schedule.
2. Tender of Possession; Early Occupancy.
(a) Lessor agrees to substantially complete Lessor's Work (as
such term is defined in the Workletter attached hereto and made a part
hereof as Exhibit B) and tender possession of the Demised Premises to
Lessee on or before December 1, 1995 (the
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<PAGE>
"Projected Delivery Date") in order to enable Lessee to commence
construction of Lessee's Work (as defined in the Workletter). If Lessor
shall be unable for any reason to give possession of any portion of the
Demised Premises on or before the Projected Delivery Date or
substantially complete the Lessor's Work which are, pursuant to the
Workletter, to be completed prior to tender of possession of the
Demised Premises to Lessee, Lessor shall not be subject to any
liability on account of such failure except as provided in the
Workletter, and such failure shall not affect the validity of this
Lease or the obligations of Lessee hereunder except as provided in the
Workletter, but the Commencement Date and Expiration Date shall be
subject to adjustment as hereinafter provided, and Rent shall not
commence until the Commencement Date except as hereinafter provided in
this Section 2.
(b) If Lessor fails to tender possession of any portion of the
Demised Premises to Lessee on or before the Projected Delivery Date as
a result of Lessor's Delays (as such term is defined in the
Workletter), then, unless Lessee nevertheless occupies the Demised
Premises on or before April 1, 1996 for the purpose of conducting its
business (in which case the Commencement Date shall remain April 1,
1996), the Commencement Date shall be deferred to the first day
following April 1, 1996 that Lessee occupies all or substantially all
of the Demised Premises for the purpose of conducting its business
therein, but not later than one hundred twenty (120) days after the
date that Lessor tenders possession of the Demised Premises to Lessee.
If the Commencement Date is deferred, the Expiration Date shall be
correspondingly adjusted so that the Term ends on the day prior to the
twelfth (12th) anniversary of the Commencement Date and the dates upon
which Base Rent is to be increased as set forth in Item 4 of the
Schedule shall be adjusted to reflect the deferred Commencement Date
and Expiration Date.
(c) Following the date that Lessor tenders possession of the
Demised Premises to Lessee and within thirty (30) days following
written request by either Lessor or Lessee, Lessor and Lessee shall
execute a supplement to this Lease setting forth the actual
Commencement Date and the Expiration Date of this Lease.
(d) Notwithstanding any provision in this Lease to the
contrary, Lessee shall be entitled to enter into and occupy the Demised
Premises at any time after the Projected Delivery Date for the purpose
of constructing and installing Lessee's Work and otherwise preparing
the Demised Premises for the conduct of Lessee's business therein. All
of the covenants and conditions of this Lease shall apply to and shall
control all possession and occupancy of all or any part of the Demised
Premises by Lessee prior to the Commencement Date, except that Lessee
shall not be required to pay either Base Rent (as such term is
hereinafter defined) or make Additional Payments (as such term is
hereinafter defined) on account of occupancy of the Demised Premises
prior to the Commencement Date for the purpose of constructing and
installing Lessee's Work and otherwise preparing the Demised Premises
for the conduct of Lessee's business therein.
-3-
<PAGE>
3. Rent. Lessee shall pay as Base Rent ("Base Rent") to Lessor, in coin
or in currency, which, at the time or times of payment is legal tender for
public and private debts in the United States of America, in the amount set
forth in Item 4 of the Schedule. All Base Rent shall be paid, without demand, in
monthly installments set forth under "Monthly Base Rent" in Item 4 of the
Schedule, in advance on the first day of each month during the Term to Lessor's
manager for the Building, Premisys Real Estate Services, Inc., 222 South
Riverside Plaza, Chicago, Illinois 60606, or at such other place as Lessor may
designate from time to time.
4. Payment of Rent. All Base Rent, Additional Payments, and all other
sums due hereunder or in connection herewith (collectively, "Rent") shall be
paid to the order of Lessor or as Lessor may direct in writing. The following
provisions shall govern the payment of Rent: (a) if this Lease commences or ends
on a day other than the first day or last day of a calendar year, respectively,
the Rent for the year in which this Lease so begins or ends shall be prorated
and the monthly installments shall be adjusted accordingly; (b) all Rent shall
be paid to Lessor without offset or deduction (except as may be expressly
provided to the contrary by the terms of this Lease), and the covenant to pay
Rent shall be independent of every other covenant in this Lease; (c) all Rent
(other than Base Rent and Additional Payments) owed by Lessee to Lessor
hereunder shall be paid within ten (10) days from the date Lessor renders
statements of account therefor; (d) any sum due from Lessee to Lessor which is
not paid when due shall bear interest from the date due until the date paid at
the annual rate of two percentage (2%) points above the rate then most recently
announced by The First National Bank of Chicago as its corporate base lending
rate, from time to time in effect (the "Default Rate"), or, in the event The
First National Bank of Chicago is not then in existence, the Default Rate shall
be two percentage (2%) points above the corporate base rate of the largest
Chicago-based commercial bank then in existence, but in no event shall the
Default Rate be higher than the maximum rate permitted by law; and (e) in the
event of the termination of this Lease prior to the determination of any
Additional Payments for any period within the Term, Lessee's agreement to pay
any such sums and Lessor's obligation to refund any such sums (provided Lessee
is not in default hereunder) shall survive the termination of this Lease.
5. Services.
(a) Lessor shall furnish:
(i) Air-cooling for the Office Space when required in
Lessor's reasonable judgment, daily from 8:00 a.m. to 6:00
p.m. (Saturdays from 8:00 a.m. to 1:00 p.m.), Sundays and
holidays excepted, which will provide within tolerances normal
in first class downtown Chicago office buildings and subject
to density factors of not more than one person per 100 square
feet nor more than 4 watts of electrical load per square foot,
of each area served, inside space conditions not to exceed
78(degree)F dry bulb and 50% relative humidity (or 76(degree)F
dry bulb and 50% relative humidity at one person per 150
square feet nor more than 4 watts of electrical load per
square foot) when outside conditions are 95(degree)F dry bulb
and 75(degree)F wet bulb. Wherever heat generating machines or
equipment are
-4-
<PAGE>
used by Lessee in the Demised Premises (other than equipment
customarily used for general office purposes such as personal
computers and printers, facsimile machines and duplicating
machines) or Lessee's concentration of personnel which affect
the temperature otherwise maintained by the air-cooling
system, Lessor reserves the right, upon sixty (60) days prior
written notice to Lessee, to install supplementary
air-conditioning units in the Demised Premises, unless Lessee
removes such machines or equipment within said sixty (60) day
period, and the cost, operation and maintenance thereof shall
be paid by Lessee to Lessor at such rates as may be agreed
upon. Lessee may install supplementary air-conditioning units
of its own, subject to the provisions of this Lease, and shall
have the right to remove the same upon expiration or earlier
termination hereof. Lessor agrees to furnish heat to the
Demised Premises, when required in Lessor's reasonable
judgment, on business days from 8:00 a.m. to 6:00 p.m. and on
Saturdays from 8:00 a.m. to 1:00 p.m. which will provide
inside temperatures of approximately 70(degree)F, within
tolerances normal in first class downtown Chicago office
buildings and subject to density factors of not more than one
person per 100 square feet nor more than 4 watts of electrical
load per foot. Lessee shall not open any windows. Lessor shall
provide air cooling or circulation only at other times upon
Lessee's advance four (4) hour request (which request may be
written or oral), for which Lessee will be charged the actual
cost thereof plus 10%. Such charges for additional air cooling
or circulation shall be prorated based on usage by other
Building occupants during the same time period.
(ii) Cold water from City of Chicago mains for
drinking, lavatory and toilet purposes drawn through fixtures
installed by Lessor or through drinking fixtures installed by
Lessee, and hot water for lavatory purposes from regular
Building supply at the prevailing temperature. If permitted by
the City of Chicago and if, in the reasonable judgment of
Lessor, the Building has the capacity to do so given the
current and anticipated use thereof, Lessee may use cold water
to cool its air conditioning units. Lessee shall pay Lessor at
reasonable rates fixed by Lessor for hot or cold water
furnished for any other purpose. Lessee shall not waste or
permit waste of water.
(iii) Janitor service in and about the Office Space,
Saturdays, Sundays and holidays excepted. Lessee shall not
provide any janitor services without Lessor's written consent
and then only subject to supervision of Lessor and at Lessee's
sole responsibility and by janitor contractor or employees at
all times satisfactory to Lessor; provided, however, that in
the event that Lessee, in its reasonable discretion, has
notified Lessor in writing that the janitor service provided
by Lessor in the Demised Premises is deficient in a
substantial or material manner (which notice shall include a
detailed description of the unsatisfactory janitor services)
and Lessor fails to remedy such items to Lessee's reasonable
satisfaction within thirty (30) days of Lessor's receipt of
such written notice, then Lessee, upon five (5) days
additional notice, shall have the option,
-5-
<PAGE>
after notice to Lessor but without Lessor's prior approval, to
procure replacement cleaning or janitorial services from a
source other than Lessor's cleaning contractor provided, that
any replacement cleaning contractor must be capable of working
in harmony with Lessor's other contractors and, if Lessee's
contractor is not capable of so working in harmony, Lessee
must immediately replace said contractor, and Lessor shall pay
the cost thereof subject to a maximum equal to the cost to
Lessor for the janitorial service then being provided to the
Demised Premises by Lessor in accordance with the terms
hereof. Cleaning specifications are attached hereto as Exhibit
C, and made a part hereof, and Lessor covenants to provide the
services enumerated in said specifications. In addition,
Lessor agrees to maintain all common areas in the Building in
good condition, order and repair (including snow removal),
consistent with other first class office buildings in the
downtown Chicago area. Additional cleaning or janitorial
services may be purchased by Lessee through Lessor's cleaning
contractor without Lessor's prior approval.
(iv) Passenger elevator service in common with Lessor
and other tenants, 24 hours a day, 7 days a week (subject to
Lessor's right to reduce the number of elevator cabs operating
in the Building during holidays, weekends, and from 6:00 p.m.
to 8:00 a.m. on weekdays), and freight elevator service in
common with Lessor and other tenants, daily from 8:00 a.m. to
5:00 p.m., Saturdays, Sundays and holidays excepted, upon the
request of Lessee and subject to (a) scheduling and (b)
reasonable charges by Lessor for any freight elevator service
provided to Lessee on (x) weekdays outside the hours of 8:00
a.m. to 5:00 p.m., (y) weekends or (z) holidays. Such normal
elevator service, passenger or freight, if furnished at other
times shall be optional with Lessor and shall never be deemed
a continuing obligation. For Lessee's move-in and withdrawal
from, the Demised Premises (or any additional premises demised
to Lessee by Lessor in the future), Lessee shall be provided,
without charge, unlimited freight elevator use over any
weekend starting 6:00 p.m. Friday, subject to scheduling by
Lessor. Operatorless automatic elevator service shall be
deemed "elevator service" within the meaning of this
paragraph.
(v) Security personnel, which shall be on duty in the
Building 24 hours a day, 365 days a year. Access to the office
space in the Building between the hours of 6:00 P.M. and 6:00
A.M. is through a sign-in/sign-out procedure at the security
desk in the lobby of the Building. Heat and smoke detectors
and one-way voice communication systems are maintained in all
of the common areas. The Demised Premises shall have smoke
detectors and a two-way voice communication system.
(b) The Demised Premises shall be separately metered for
electrical use. Electricity shall be distributed to the Demised
Premises by the electric utility company serving the Building. Lessor
shall permit Lessor's wire and conduits, to the extent
-6-
<PAGE>
available, to be used for such distribution, provided, that such
distribution does not exceed 5 watts of electrical load per square
foot. Lessee at its cost shall make all necessary arrangements with the
electric utility company for metering and paying for electric current
furnished to the Demised Premises. All electricity used during the
performance of janitor service, or the making of any alterations or
repairs in the Demised Premises, or the operation of any special air
conditioning systems serving the Demised Premises shall be paid for by
Lessee. Lessee also agrees that all lamps, bulbs, ballast and starters
used in the Demised Premises shall be installed by workmen reasonably
approved by Lessor and paid by Lessee. Lessor shall not in any way be
liable or responsible to Lessee for any damage or loss or expense which
Lessee may sustain or incur if either the quantity or character of
electric service is changed or is no longer available or suitable for
Lessee's requirements. Any riser or risers to supply Lessee's
electrical requirements, upon written request of Lessee, will be
installed by Lessor, at the sole reasonable cost and expense of Lessee,
if, in Lessor's reasonable judgment, the same will not cause permanent
damage or injury to the Building or the Demised Premises or cause or
create a dangerous or hazardous condition or entail excessive or
unreasonable alterations, repairs or expenses or interfere with or
unreasonably disturb other tenants or occupants. In addition to the
installation of such riser or risers, Lessor will also advise Lessee of
other equipment required which will be installed at the sole reasonable
cost and expense of Lessee. Lessee covenants and agrees that at all
times its use of electrical current shall never exceed 5 watts of
electrical load per square foot. Lessee shall make no alteration or
additions to the Building electric equipment without the prior written
consent of Lessor in each instance. Except for cables under the
computer floor, rigid conduit will be allowed, but in no event shall
installation of any wiring violate any local governmental building code
or ordinance.
(c) Lessee shall arrange for telephone service directly with
one or more of the public telephone companies servicing the Building
and shall be solely responsible for paying for such telephone service.
If Lessor acquires ownership of the telephone cables in the Building at
any time, Lessor shall permit Lessee to connect to such cables on such
terms and conditions as Lessor may prescribe; provided, however, that
the costs to be paid by Lessee for such service by Lessor shall not
exceed Lessee's pro rata share of Lessor's actual costs and Lessor's
administrative costs incurred in connection with providing such
service. In no event does Lessor make any representation or warranty
with respect to telephone service in the Building, and Lessor shall
have no liability with respect thereto.
(d) Lessor shall not be obligated to furnish any services
other than those stated above. If Lessor elects to furnish services
requested by Lessee in addition to those stated above (including
services at times other than those stated above), Lessee shall pay
Lessor's charges as reasonably established by Lessor from time to time.
If Lessee shall fail to make any such payment, Lessor may, without
notice to Lessee and in addition to all other remedies available to
Lessor, discontinue any additional services. No discontinuance of any
such additional service shall result in any liability of Lessor to
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<PAGE>
Lessee or be considered as an eviction or a disturbance of Lessee's use
of the Demised Premises.
(e) Lessor does not warrant that any of the services or any of
the equipment used in connection with the above-mentioned services will
be free from interruptions. Subject to the provisions of Section 23(b)
hereof, Lessee agrees that Lessor shall not be liable for damages for
failure or delay in furnishing any service stated above, nor shall any
such failure or delay be considered to be an eviction or disturbance of
Lessee's use of the Demised Premises or relieve Lessee from its
obligation to pay any Rent when due or from any other obligations of
Lessee under this Lease.
6. Rules and Regulations. Lessee shall observe and comply, and shall
cause its subtenants, assignees, invitees, employees, contractors and agents to
observe and comply, with the Rules and Regulations listed on Exhibit D attached
hereto and with such reasonable modifications and additions thereto as Lessor
may make from time to time. Lessor shall not be liable for failure of any person
to obey the Rules and Regulations. Lessor shall not be obligated to enforce the
Rules and Regulations against any person, and the failure of Lessor to enforce
any such Rules and Regulations shall not constitute a waiver thereof or relieve
Lessee from compliance therewith; provided, however, that Lessor shall enforce
the Rules and Regulations against all tenants in a substantially equitable
manner.
7. Certain Rights Reserved to Lessor. Lessor reserves the following
rights: (a) to change the name or street address of the Building without notice
or liability of Lessor to Lessee, provided, however, that Lessor agrees not to
change the name of the Building so as to contain the name of any firm, a
substantial part of whose business is in the grain, flour, poultry or feed
business; (b) to install and maintain a sign or signs consistent with those
signs customarily installed in first class downtown Chicago office buildings on
the exterior of the Building, but no sign shall be placed in or over windows of
the Building (except the first floor) nor shall any sign be placed on the
Building which reflects light into the Demised Premises; (c) to have access for
Lessor and the other tenants of the Building to any mail chutes located on all
multi-tenant floors according to the rules of the United States Post Office; (d)
to disapprove any source furnishing sign painting and lettering, ice, drinking
water, towels, coffee cart service and toilet supplies used on the Demised
Premises, which source has previously created a nuisance in the Building; (e)
during the last thirty (30) days of the Term or any part thereof, if during or
prior to that time Lessee vacates the Demised Premises, to decorate, remodel,
repair, alter or otherwise prepare the Demised Premises for occupancy; (f) to
retain at all times pass keys to the Demised Premises; (g) to grant to anyone
the exclusive right to conduct any particular business or undertaking in the
Building, provided said right, in Lessor's reasonable judgment, does not
conflict with Lessee's business. Lessor represents that no such exclusive right
has been granted which conflicts with Lessee's business; and (h) to exhibit the
Demised Premises, by appointment, to others with a legitimate interest in the
Building upon reasonable notice to Lessee. Except as otherwise expressly
provided herein, upon reasonable notice to Lessee (except in the event of an
emergency, in which event no notice from Lessor shall be required), Lessor may
enter upon the Demised Premises at any reasonable time to inspect the Demised
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<PAGE>
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.
8. Default under other Lease. If the term of any lease, other than this
Lease, made by Lessee for any premises in the Building shall be terminated or
terminable after the making of this Lease because of any default by Lessee under
such other lease, such fact shall empower Lessor, at Lessor's sole option, to
terminate this Lease by notice to Lessee.
9. Insurance. In consideration of the leasing of the Demised Premises
at the Rent stated herein, Lessor and Lessee agree to provide insurance and
allocate the risks of loss as follows:
(a) Lessee's Insurance.
(i) Lessee, at its sole cost and expense but for the
mutual benefit of Lessor and Lessee (when used in this Section
9(a) the term "Lessor" shall include Lessor's partners,
beneficiaries, officers, agents, servants and employees and
the term "Lessee" shall include Lessee's partners,
beneficiaries, officers, agents, servants and employees),
agrees to purchase and keep in force and effect during the
term hereof, insurance which is available at commercially
reasonable rates and otherwise carried by tenants in the area,
under policies issued by insurers of recognized responsibility
licensed to do business in the state of Illinois with a Bests'
Key Rating Guide (or comparable levels of any comparable
insurance rating service) of A- or better on all alterations,
additions, and improvements to the Demised Premises (including
all improvements included in the Lessee's Work), on all
personal property located in the Demised Premises, and the
Antenna Equipment (as such term is hereinafter defined),
protecting Lessor and Lessee from damage or other loss caused
by fire or other casualty, including but not limited to
vandalism and malicious mischief, perils covered by extended
coverage, theft, sprinkler leakage, water damage (however
caused), explosion malfunction or failure of heating and
cooling or other apparatus, and other similar risks in amounts
not less than the full insurable replacement value of such
property. Such insurance shall provide that it is specific and
not contributory and shall contain a replacement cost
endorsement. Such insurance shall also contain a clause
pursuant to which the insurance carriers waive all rights of
subrogation against Lessor with respect to losses payable
under such policies.
(ii) Lessee also agrees to maintain commercial
general liability insurance covering Lessee as the insured
party, and naming Lessor as an additional insured, against
claims for bodily injury and death and property damage
occurring in or about the Demised Premises, with limits of not
less than One Million Dollars ($1,000,000.00) for each injury
or death to a person and Three Million Dollars ($3,000,000.00)
for each occurrence and, in case of
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property damage, not less than One Million Dollars
($1,000,000.00) for any one occurrence.
(iii) All insurance required under this Section 9(a),
except insurance carried by Lessee covering Lessee's personal
property located in the Demised Premises, shall name Lessor,
its management agent, Premisys Real Estate Services, Inc., any
mortgagee of the Building, and any landlord under any Superior
Lease (as such term is defined in Section 20 hereof) as
additional insureds. Lessee shall, prior to the Commencement
Date, furnish to Lessor certificates evidencing such coverage,
which certificates shall state that such insurance coverage
may not be changed or canceled without at least thirty (30)
days prior written notice to Lessor and Lessee. In the event
Lessee shall fail to procure such insurance, Lessor may at its
option after giving Lessee no less than fourteen (14) days
prior written notice of its election to do so procure the same
for the account of Lessee and the cost thereof shall be paid
to Lessor as additional Rent upon receipt by Lessee of bills
therefor.
(b) Lessor's Insurance. From and after the date hereof, Lessor
shall maintain, with commercially reasonable deductible amounts and
with insurance companies having ratings of not less than A- according
to Bests' Key Rating Guide (or comparable levels of any comparable
insurance rating service):
(i) "all risk" extended coverage replacement cost
property insurance on the Building (excluding coverage for
Lessee's alterations, additions or improvements) in an amount
sufficient to prevent Lessor from being deemed a co-insurer of
the risks insured under the policy, but in no event less than
the amount, if any, required by the holder of any Mortgage (as
such term is hereinafter defined), which shall include (to the
extent the same are available at commercially reasonable
premiums) customary rent loss insurance covering loss of rents
from Lessee under this Lease and other lessees under other
leases in an amount equal to one year's base rent and expenses
and taxes payable under this Lease and such other leases, and
which shall include, as and to the extent customarily included
by prudent landlords of comparable office buildings in
downtown Chicago, boiler and machinery and electrical
apparatus coverage;
(ii) commercial general liability insurance,
including contractual liability, in an amount not less than
$10,000,000.00 (which may be a combination of primary and
umbrella coverages) combined single limit per occurrence, but
in no event less than the amount, if any, required by the
holder of any Mortgage and the amount carried by prudent
landlords of comparable office buildings in downtown Chicago;
and
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(iii) all other insurance required by the holder of
any Mortgage or any landlord under any Superior Lease and
other insurance customarily carried by prudent landlords of
comparable office buildings in downtown Chicago.
Such insurance shall provide that it is specific and not contributory
and shall contain a replacement cost endorsement and a clause pursuant
to which the insurance carriers waive all rights of subrogation against
Lessee with respect to losses payable under such policies.
(c) Risk of Loss. By this Section 9, Lessor and Lessee
(including any contractors or subcontractors under contract with Lessor
or Lessee) intend that the risk of loss or damage as described above be
borne by responsible insurance carriers to the extent above provided,
and Lessor and Lessee hereby agree to look solely to, and to seek
recovery only from, their respective insurance carriers in the event of
a loss of a type described above to the extent that such coverage is
agreed to be provided hereunder. For this purpose, any applicable
deductible amount shall be treated as though it were recoverable under
such policies. Lessor and Lessee agree that applicable portions of all
monies collected from such insurance shall be used toward the full
compliance with the obligations of Lessor and Lessee under this Lease
in connection with damage resulting from fire or other casualty.
10. Waiver of Certain Claims and Rights of Subrogation.
(a) Neither Lessor nor Lessor's agents, servants, employees,
officers or directors shall be liable, and Lessee waives all claims for
damage to property sustained by Lessee or by any occupant of the
Building or Demised Premises or by any other person resulting from the
Building or any part of it or any equipment or appurtenance becoming
out of repair, or resulting from any accident in or about the Building,
or resulting directly or indirectly from any act or neglect of any
tenant or occupant of the Building or of any other person. This Section
10 shall apply especially, but not exclusively, to damage caused by
water, snow, frost, steam, excessive heat or cold, sewage, gas, odors
or noise or the bursting or leaking of pipes or plumbing fixtures, and
shall apply equally whether any such damage results from the act or
neglect of other tenants, occupants or servants of the Building or of
any other person, and whether such damage be caused or result from
anything or circumstance above mentioned or referred to, or any other
thing or circumstance whether of a like nature or of a wholly different
nature.
(b) Lessee shall give immediate notice to Lessor in case of
fire or accidents in the Demised Premises or in the Building or of
defects therein or in any fixtures or equipment. All personal property
belonging to Lessee or any occupant of the Demised Premises in the
Building or the Demised Premises shall be there at the risk of Lessee
or such other person only, and Lessor shall not be liable for any
damage thereto or the theft or misappropriation thereof.
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<PAGE>
(c) Lessor waives any and all rights of recovery against
Lessee for or arising out of damage to or destruction of the Building,
or the Demised Premises, or any other property of Lessor, from causes
then insurable under standard fire and extended coverage insurance
policies or endorsements, business interruption and rent insurance (but
excluding coverage of damage to plate glass windows) whether or not
such damage or destruction shall have been caused by the negligence of
Lessee, its agents, servants, or employees, or otherwise. Lessor agrees
to obtain a waiver of any right of subrogation from its insurance
carrier with respect to any such right of recovery.
(d) Lessee waives any and all rights of recovery against
Lessor for or arising out of damage to or destruction of any property
of Lessee, from causes then insurable under standard fire and extended
coverage policies or endorsements, or business interruption policies,
whether or not caused by the negligence of Lessor, its agents, servants
or employees or otherwise. Lessee agrees to obtain a waiver of any
right of subrogation from its insurance carrier with respect to any
such right of recovery.
(e) If at any time during the Term either party shall give at
least five (5) days' prior written notice to the other certifying that
any insurance carrier which shall have issued any such policy covering
any of the property above-mentioned shall refuse to consent to the
waiver of subrogation and the right of recovery with respect to any
loss payable under such policy, or if such carrier shall consent to
such waiver only upon payment of an additional premium (and such
additional premium is not paid by the other party hereto), or such
carrier shall cancel a consent previously issued and then in force and
effect because of such waiver of subrogation, then in any of such
events the waiver of this Section shall thereupon be of no further
force or effect as to the loss, damage or destruction covered by such
policy, provided, however, that if at any time thereafter such consent
shall be obtained therefor without additional premium from any existing
or substitute insurance carrier, the waiver hereinabove provided for
shall again become effective.
11. Holding Over. If Lessee retains possession of the Demised Premises
or any part thereof after the termination of the Term by lapse of time or
otherwise, Lessee shall pay to Lessor as rent for each day Lessee retains
possession of the Demised Premises or any part thereof an amount equal to (a)
150% of Base Rent plus (b) Additional Payments attributable to all or the
portion of the Demised Premises on any floor of the Demised Premises containing
any space to which Lessee so retains possession, for the time Lessee thus
remains in possession. Notwithstanding the foregoing, if such retention of
possession continues for more than sixty(60) days, Lessee shall pay for each day
of such retention of possession exceeding sixty (60) days an amount which is
200% of the amount of Base Rent and 100% of Additional Payments attributable to
all or the portion of the Demised Premises on any floor of the Demised Premises
containing any space to which Lessee so retains possession, for the time Lessee
thus remains in possession. In addition to the foregoing amounts due from
Lessee, if Lessee retains possession beyond such sixty (60) day period, Lessee
shall pay Lessor all damages, consequential as well as direct, sustained by
reason of Lessee's retention of possession, whether sustained for periods
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before or after such sixtieth (60th) day. Acceptance by Lessor of Rent after the
expiration of the Term shall not of itself constitute a renewal. The foregoing
shall be in addition to any other remedy that Lessor may have under this Lease,
at law or in equity which is not inconsistent with the foregoing.
12. Assignment and Subletting.
(a) Lessee may not assign, convey, mortgage or otherwise
transfer this Lease or sublet all or any part of the Demised Premises,
without the prior written consent of Lessor, which consent shall not be
unreasonably withheld or delayed; provided, however, Lessee may assign
this Lease, or sublet all or any part of the Demised Premises, without
the consent of Lessor to (i) any successor by merger or consolidation,
(ii) any parent corporation that owns at least 51% of the capital stock
of Lessee, (iii) any subsidiary corporation at least 51% of whose
capital stock is owned by Lessee, or (iv) any affiliated corporation at
least 51% of whose capital stock is owned by a common parent (as
defined in clause (ii) above) of Lessee (any such entity being referred
to herein as a "Lessee Affiliate"). Lessor shall not be deemed to have
unreasonably withheld its consent if, by way of illustration and
without limitation, in the judgment of Lessor: (i) the transferee is of
a character or engaged in a business which is not in keeping with the
standards or criteria used by Lessor in leasing the Building; (ii) the
transferee is a tenant of the Building or is negotiating for space in
the Building and other space in the Building suitable to accommodate
such tenant's needs is available for lease to such tenant or potential
tenant, as the case may be, by Landlord; (iii) the transferee is a
governmental unit; or (iv) Lessee is in Default under this Lease. No
assignment of this Lease otherwise permitted hereunder shall be
effective unless and until the assignee shall have executed an
appropriate instrument, in form reasonably satisfactory to Lessor,
assuming all obligations of Lessee hereunder to the extent of the
Demised Premises assigned, and shall have delivered a copy thereof, or
an executed counterpart thereof, to Lessor. Notwithstanding any
assignment of this Lease, the original Lessee named herein, and all
subsequent assignees, shall continue to be liable (unless released in
writing by Lessor) to Lessor for the payment of all Rent due hereunder
and performance of all obligations and agreements to be performed on
the part of Lessee under this Lease. Any purported assignment in
violation of the provisions of this Section 12 shall be null and void.
(b) If Lessee shall, by notice in writing, advise Lessor of
its intention, from, on and after a stated date (which shall not be
less than sixty (60) days after the date of Lessee's notice), to offer
for sublease, for substantially the unexpired balance of the Term
(hereby defined as 75% or more of the period remaining in the Term),
all or any part of the Demised Premises, then, in such event, Lessor
shall have the right, to be exercised by giving written notice to
Lessee within thirty (30) days after receipt of Lessee's notice, to
recapture the space described in Lessee's notice, and such recapture
shall, if given, cancel and terminate this Lease with respect to the
space therein described as of the date stated in Lessee's notice, but
no such cancellation and recapture shall become effective without the
prior written consent, to be obtained within thirty (30) days
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of the date of said recapture notice, of the holder of each Mortgage.
If Lessee's notice shall cover all of the Office Space, and Lessor
shall give the aforesaid recapture notice with respect thereto, the
Term shall expire and end on the date stated in Lessee's notice as
fully and completely as if that date had been herein definitely fixed
for the expiration of the Term. If, however, this Lease be cancelled
pursuant to the foregoing with respect to less than the entire Office
Space, the rental and the escalation percentage herein reserved shall
be adjusted on the basis of the number of square feet of Office Space
retained by Lessee in proportion to the rent and escalation percentage
reserved in this Lease and this Lease, as so amended, shall continue
thereafter in full force and effect. If Lessor, upon receiving Lessee's
said notice with respect to any such space, shall not exercise its
right to cancel as aforesaid, Lessor will not unreasonably withhold or
delay its consent to Lessee's subletting the space covered by its
notice.
(c) Any subletting hereunder shall not release or discharge
Lessee of or from any liability, whether past, present or future, under
this Lease, and Lessee shall continue fully liable hereunder. With
respect to any sublease, the subtenant(s) shall agree, for the benefit
of Lessor, not to do, suffer to be done, or omit to do, any act or
thing the doing or omission of which would constitute by itself or with
notice and lapse of time to cure, a default hereunder. Said agreement
of compliance may be incorporated into such sublease.
(d) In the event of any sublease of all or any part of the
Demised Premises for more than seventy five percent (75%) of the
remaining Term, Lessor may elect, by giving written notice to Lessee
within ten (10) days of receipt of Lessee's notice to Lessor of such
sublease, to require Lessee to execute an assignment of such sublease
to Lessor in which case Lessor shall assume in writing all of Lessee's
obligations thereunder and Lessee shall be relieved of its liabilities
and obligations under this Lease with respect to such space subleased,
for the duration of said sublease.
(e) If Lessee assigns this Lease or sublets all or any part of
the Demised Premises other than to a Lessee Affiliate, or other than in
conjunction with a sale of Lessee's business assets, and if Lessor does
not exercise its right to recapture the space in accordance with
Section 12(b), or to require Lessee to execute an assignment of
sublease pursuant to Section 12(d), Lessee shall pay to Lessor fifty
percent (50%) of the amount calculated by subtracting from any portion
of the rentals or other consideration received by Lessee (a) the amount
of Rent payable by Lessee to Lessor relative to the portion of the
Demised Premises subject to the assignment or sublease, plus (b) any
consideration actually paid by the assignee or sublessee reasonably
attributable to reimburse Lessee for (i) Lessee's personal property, or
(ii) Lessee's alterations, additions or improvements, which are paid
for by Lessee from sums other than any allowance paid by Lessor and
which pursuant to Section 14(b) hereof, may, at Lessee's option, be
removed from the Demised Premises upon expiration or termination of
this Lease, plus (c) costs and expenses actually incurred by Lessee in
connection with such assignment or sublease. The net amount shall be
paid as and when received by Lessee.
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<PAGE>
(f) Lessee shall pay to Lessor reasonable attorney's fees and
expenses and other fees and expenses of third-party professionals
incurred by Lessor in connection with any proposed assignment or
sublease, whether or not Lessor consents to the same.
13. Condition of Demised Premises. No promise of Lessor to alter,
remodel or improve the Demised Premises or the Building and no representation
respecting the condition of the Demised Premises or the Building have been made
by Lessor to Lessee, except as contained herein or in the Workletter. Lessee's
taking possession of the Demised Premises shall be conclusive evidence that the
Demised Premises was in good order and satisfactory condition when Lessee took
possession, except for any punchlist items, latent defects, or other obligations
of Lessor under this Lease which are to be fulfilled prior to date Lessor
delivers possession of the Demised Premises to Lessee and which Lessor has not
so fulfilled, to the extent that Lessee delivers to Lessor written notice of
such unfulfilled matters within thirty (30) days after the date Lessor delivers
possession of the Demised Premises to Lessee. This Lease does not grant any
rights to light or air over property, except over public streets kept open by
public authority. At the termination of this Lease by lapse of time or
otherwise, Lessee shall return the Demised Premises in good condition, ordinary
wear and loss by fire or other casualty or injury Lessee is not required to
repair hereunder excepted, failing which Lessor may restore the Demised Premises
to such condition and Lessee shall pay the reasonable cost thereof.
14. Alterations.
(a) Lessee shall not make any alterations in or additions to
the Demised Premises without Lessor's advance written consent which
shall not be unreasonably withheld in each and every instance,
provided, however, that no such consent shall be necessary for
alterations or additions which cost $50,000 or less and which do not
affect the structure or systems of the Building. If Lessee is permitted
to make any alterations in or additions to the Demised Premises, before
commencement of the work or delivery of any materials onto the Demised
Premises or into the Building, Lessee shall furnish Lessor for Lessor's
approval with plans and specifications, names and addresses of
contractors, copies of contracts, necessary permits and security in
form and amount reasonably satisfactory to Lessor against any and all
claims, costs, damages, liabilities and expenses which may arise in
connection with the alterations or additions. Whether Lessee furnishes
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. All such work, alterations, decorations, installations,
additions or improvements shall be done only by contractors or
mechanics reasonably approved by Lessor, which approval shall not be
unreasonably withheld, at such times and in such manner as Lessor may
from time to time reasonably designate. Any mechanics lien filed
against the Demised Premises or the Building for work claimed to have
been done for, or materials claimed to have been furnished to Lessee,
shall be discharged of record by Lessee within thirty (30) days
thereafter, at Lessee's expense, unless Lessee insures over any such
claims or furnishes Lessor a bond or other reasonable security in an
amount at least equal to 150% of the
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claimed indebtedness. Before commencing any work in connection with
alterations or additions, Lessee 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 (i) the cost of all such alterations and
additions, (ii) the cost of decorating the Demised Premises occasioned
by such alterations and additions and (iii) all third party
out-of-pocket costs incurred by Lessor in reviewing all plans and
specifications and other materials associated with and inspecting any
work done in connection with any proposed alterations or additions.
Upon completing any alterations or additions, Lessee shall furnish
Lessor with contractor's affidavits and full and final waivers of lien
covering all labor and materials expended and used. All alterations and
additions shall comply with all insurance requirements and with all
ordinances and regulations of the City of Chicago or any department or
agency thereof and with the requirements of all statutes and
regulations of the State of Illinois or of any department or agency
thereof. All alterations and additions shall be constructed in good and
workmanlike manner and only good grades of materials shall be used.
Lessee shall permit Lessor to inspect construction operations in
connection with alterations or additions if Lessor requests to do so.
(b) All additions, decorations, fixtures, hardware, non-trade
fixtures and all other permanent improvements in or upon the Demised
Premises, whether placed there by Lessee or by Lessor, shall become
Lessor's property and shall remain upon the Demised Premises at the
expiration or termination of this Lease without compensation to Lessee;
provided, however, that at the written request of Lessee submitted to
Lessor at such time as the other documents and instruments described
hereinabove are submitted to Lessor, Lessor shall, at the time it
grants consent to any alteration pursuant to this Section 14, designate
which alterations then contemplated by Lessee, if any, (i) Lessee will
be required to remove upon expiration or termination of this Lease,
provided that Lessor may only require Lessee to remove improvements or
alterations which, in the reasonable opinion of Lessor, either are
unconventional alterations or improvements or are alterations or
improvements which will be difficult or costly to remove upon
expiration or termination of this Lease, and/or (ii) Lessee, at its
option, may remove upon the expiration or termination of this Lease. If
Lessee so requests that Lessor make such designation and Lessor
indicates that any of the alterations will be required to be removed,
Lessee shall be required to remove such alterations in a good and
workmanlike manner and restore the Demised Premises to its condition
prior to the installation of such alterations at Lessee's sole cost and
expense. If Lessee does not remove any additions, decorations,
fixtures, hardware, non-trade fixtures and improvements required to be
removed in accordance with the foregoing, Lessor may remove the same
and Lessee shall pay the reasonable cost of such removal to Lessor upon
demand. If Lessee does not remove Lessee's furniture, machinery, trade
fixtures and all other items of personal property of every kind and
description from the Demised Premises prior to the end of the Term,
however ended, upon fifteen (15) business days written notice to
Lessee, Lessee shall be conclusively presumed to have conveyed the same
to Lessor under this
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Lease as a bill of sale without further payment or credit by Lessor to
Lessee and Lessor may remove the same and Lessee shall pay the cost of
such removal to Lessor upon demand. Anything in this Lease to the
contrary notwithstanding, Lessee may remove, at or prior to the
expiration or earlier termination of this Lease, any supplementary
air-conditioning units, raised flooring, Halon fire protection systems,
and closed circuit security systems, if any, installed by Lessee on the
Demised Premises in accordance with the provisions of this Lease. The
rights and obligations of the parties under this Section 14(b) shall
survive the expiration of the Term or the termination of this Lease.
(c) Lessee acknowledges that certain fireproofing and
insulation materials used in the construction of the Building contain
asbestos and that the presence thereof requires Lessor to insure that
certain precautions be taken when any work is performed in and around
such materials. To that end, Lessor has promulgated Building
regulations and procedures governing the manner in which Lessee may
undertake alterations, additions modifications and improvements to the
Demised Premises in those areas where asbestos-containing materials may
be located, and such regulations and procedures may be modified,
amended or supplemented from time to time. Prior to undertaking any
physical work in or around the Demised Premises, Lessee shall notify
Lessor, in writing, of the exact nature and location of the proposed
work and shall promptly supply such additional information regarding
the proposed work as Lessor shall request. After receipt of Lessee's
notice, Lessor shall, to the extent appropriate, supply Lessee with the
Building procedures and regulations relating to working in areas where
there is a risk of coming into contact with any asbestos-containing
materials. Lessee shall strictly comply with all applicable
governmental statutes, ordinances, codes, rules, regulations and all
Building procedures and regulations relating to such work established
by Lessor. Lessor shall have the right at all times to monitor the
subject work for compliance with the Building procedures and
regulations. If Lessor determines that any of the Building regulations
and/or procedures are not being strictly complied with, Lessor may
immediately require the cessation of all work being performed in or
around the Demised Premises until such time as Lessor is satisfied that
the applicable procedures and regulations will be observed. Lessor's
monitoring of any work in or around the Demised Premises shall not be
deemed a certification by Lessor of compliance with any applicable
statutes, ordinance, code, rule regulation, or of the Building
regulations and procedures or a waiver by Lessor of its right to
require strict compliance with such Building regulations and
procedures, nor shall such monitoring relieve Lessee from any
liabilities relating to such work.
15. Use of Demised Premises. (a) Lessee shall use and occupy (i) the
Office Space only as general business offices and for no other purposes, and
(ii) the Storage Space only as storage for supplies and materials customarily
used by office building tenants and for no other purposes; (b) Lessee shall not
exhibit, sell or offer for sale on the Demised Premises or in the Building any
article or thing except those articles and things essentially connected with the
stated use of the Demised Premises, without the advance written consent of
Lessor; (c) Lessee will not make or permit to be made any use of the Demised
Premises which, directly or indirectly, is
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forbidden by public law, ordinance or governmental regulation or which may be
dangerous to life, limb or property, or which may invalidate or increase the
premium cost of any standard risk policy of insurance carried on the Building or
covering its operations; (d) Lessee shall not do, or permit to be done, any act
or thing upon the Demised Premises which will be in conflict with standard risk
fire insurance policies covering the Building; (e) Lessee, at its sole expense,
shall comply with all rules, regulations and requirements of the Illinois
Inspection and Rating Bureau, or any other similar body performing the same
functions thereof, and shall not do, or permit anything to be done upon the
Demised Premises, or bring or keep anything thereon in violation of rules,
regulations or requirements of the Fire Department, Illinois Inspection and
Rating Bureau, Fire Insurance Rating Organization or other authority having
jurisdiction, and then only in such quantity and manner of storage as not to
increase the rate of standard risk fire insurance applicable to the Building;
(f) Lessee consents to any fire door, which door shall have an alarm signaling
entry, in the wall of the Demised Premises required by the Building Department
of the City of Chicago, or by any other authority having jurisdiction, provided,
however, that Lessee shall have the right to contest the requirement of such
door or any other requirement under this Section 15, upon fully indemnifying
Lessor against and from all claims, demands, losses, causes of action, including
attorney fees, which Lessor may be required to pay as a result of the failure to
install such door; (g) Lessee shall not display, inscribe, print, paint,
maintain or affix on any place in or about the Building any sign, notice,
legend, direction, figure or advertisement, except on the doors, or adjoining
the door, of the Demised Premises, and then only such name and names and matter,
and in such color, size, style, place, material and general appearance, as shall
first have been reasonably approved by Lessor in writing; (h) Lessee shall not
obstruct, or use for storage, or for any purpose other than ingress and egress,
the sidewalks, entrances, passages, courts, corridors, vestibules, halls,
elevators or stairway of the Building; (i) no bicycle or other vehicle and no
dog (other than a seeing eye dog) or other animal or bird shall be brought or
permitted to be in the Building or any part thereof; (j) Lessee shall not create
or maintain a nuisance on the Demised Premises and shall not solicit or canvass
any occupant of the Building, and shall not do any act tending to injure the
reputation of the Building; (k) Lessee shall not install any piano, phonograph,
or other musical instrument, or radio or television set outside the Demised
Premises, or any antennae, aerial wires or other equipment outside the Demised
Premises, without, in each and every instance, prior approval in writing by
Lessor. The use thereof, if permitted, shall be subject to control by Lessor to
the end that other tenants of the Building shall not be disturbed or annoyed;
(l) Lessee shall not place or permit to be placed any article of any kind on any
interior window ledges or on the exterior walls, and shall not throw or permit
to be thrown or dropped any article from any window of the Building; (m) Lessee
shall not undertake to regulate any thermostat, other than those serving
induction units, and shall not waste water by tying, wedging or otherwise
fastening open any faucet; (n) no additional locks or similar devices shall be
attached to any door or window; no keys for any door other than those provided
by Lessor shall be made; if more than two keys for one lock are desired by
Lessee, Lessor my provide the same upon reasonable payment by Lessee; upon
termination of this Lease or of Lessee's possession, Lessee shall surrender all
keys of the Demised Premises and shall make known to Lessor the explanation of
all combination locks on safes, cabinets and vaults; (o) Lessee shall be
responsible for the locking of doors and the closing of transoms and windows in
and to the Demised Premises; any damage resulting from neglect of this clause
shall
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be paid for by Lessee; (p) if Lessee desires telegraphic, telephonic, burglar or
signal service, Lessor will promptly, upon request, reasonably direct where and
how connections and all wiring for such service shall be introduced and run;
without such direction, no boring, cutting or installation of wires or cables is
permitted except that, Lessee shall be allowed a reasonable number of floor
cores, and Lessee shall also have the right, subject to applicable provisions of
law, the provisions of this Lease and such other reasonable restrictions
(including, but not limited to, requirements that work be done after normal
business hours if it is to be done in space occupied by others) as Lessor may
impose, to perform each electrical, telephone, telegraph and plumbing work
between the ceiling in the Demised Premises and the floor slab above such
ceiling, and between the ceiling of the story below and the floor slab of the
Demised Premises; (q) if Lessee desires and Lessor permits blinds, shades, or
other form of inside or outside window covering or window ventilators or similar
devices other than the window coverings provided to Lessee as part of the base
building improvements, they shall be furnished, installed and maintained at the
expense of Lessee and must be of such building standard shape, color, material
and make as reasonably approved by Lessor; (r) Lessor may exclude or expel any
peddler, solicitor or beggar at any time; (s) Lessee shall not load any floor in
the Demised Premises in excess of fifty (50) pounds per square foot of floor
area. Lessor may direct the routing and location of safes and other heavy
articles. Safes, furniture and all large articles shall be brought through the
Building and into the Demised Premises at such times and in such manner as
Lessor shall direct and at Lessee's sole risk and responsibility. Lessee shall
list all furniture, equipment and similar articles to be removed from the
Building, and the list must be approved at the office of the Building or by a
designated person before Building employees will permit any article to be
removed; (t) unless Lessor gives advance written consent in each and every
instance, Lessee shall not install or operate any steam or internal combustion
engine, boiler, machinery (other than office and computer machinery),
refrigerating (other than food refrigerators), heating device, air conditioning
apparatus in or about the Demised Premises (except as may be required for
computer areas), or carry on any mechanical business therein, or use the Demised
Premises for housing accommodations or lodging or sleeping purposes, or do any
cooking therein which requires direct venting pursuant to any rule or regulation
of any governmental authority having jurisdiction, or use any illumination other
than electric light, or use or permit to be brought into the Building any
inflammable oils or fluids such as gasoline, kerosene, naphtha and benzine, or
any explosive or other articles deemed extra hazardous to life, limb or
property; (u) Lessee shall not place or allow anything to be against or near the
glass partitions or doors of the Demised Premises which may diminish the light
in, or be unsightly from, public halls or corridors; (v) except with respect to
equipment shown on Lessee's plans to be submitted in accordance with the terms
of the Workletter or Section 14 hereof, Lessee shall not install in the Demised
Premises any equipment which uses a substantial amount of electricity without
the advance written consent of Lessor. The maximum amount of electrical current
that can safely be used in the Demised Premises is 5 watts of electrical load
per square foot of floor area. Accordingly, Lessee shall not use more than 5
watts of electrical load per square foot of floor area. Lessor's consent to the
installation of electric equipment shall not relieve Lessee from the obligation
not to use more electricity than such safe capacity; (w) Lessee shall not lay
linoleum or other similar floor covering so that such floor covering shall come
in direct contact with the floor of the Demised Premises, and if linoleum or
other similar floor
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covering is used, an interliner of builder's deadening felt shall first be
affixed to the floor by paste or other material soluble in water, except that
Lessee may use vinyl floor tile. The use of cement or other similar material is
prohibited; (x) Lessee shall not cause, nor permit, any hazardous or toxic
substances to be brought upon, produced, stored, used, discharged or disposed of
in, on or about the Demised Premises without the prior written consent of Lessor
and then only in compliance with all applicable environmental laws; provided,
however, Lessor hereby permits (and acknowledges that there will be present in
the Demised Premises) hazardous or toxic substances normally and customarily
utilized in an office environment (including but not limited to those materials
contained or use in photostatic copying machines and cleaning solutions) if and
so long as such substances are used in the normal and customary manner for
offices and in compliance with all applicable environmental laws; and (y) in
addition to all other liabilities for breach of any covenant of this Section 15,
Lessee shall pay to Lessor all damages caused by such breach and shall also pay
to Lessor an amount equal to any increase in insurance premium or premiums
caused by such breach. Any violation of this Section 15 may be restrained by
injunction. Lessee shall be liable to Lessor for all damages resulting from a
violation of any provision of this Section 15. Nothing in this Lease shall be
construed to impose upon Lessor any duty or obligation to enforce the rules or
regulations contained herein or hereafter adopted, or the terms, covenants or
conditions of any other Lease as against any other Lessee, and Lessor shall not
be liable to Lessee for violation of the same by any other Lessee, its servants,
employees, agents, visitors or licensees, but the enforcement of such rules and
regulations shall be uniform.
16. Repairs.
(a) Subject to the provisions of Section 17, Lessee shall, at
Lessee's own expense, keep the Demised Premises in good condition and
repair, other than structural, during the Term, including the
replacement of all interior broken glass and all exterior glass broken
through Lessee's negligence, with glass of the same size and quality,
with signs thereon, under the supervision and with the approval of
Lessor. Except with respect to insurable risks as set forth in Section
10 hereof, Lessee, at its cost and expense shall make all repairs of
any kind or nature whatsoever, required by reason of any damage or
injury to the Demised Premises from any cause whatsoever due to the
carelessness, omission, neglect, improper conduct or other cause of
Lessee, its servants, employees, agents, visitors or licensees. Such
repairs shall be made to the reasonable satisfaction of Lessor.
(b) Except as provided in Section 17, there shall be no
allowance to Lessee for a diminution of rental value and no liability
on the part of Lessor by reason of inconvenience, annoyance or injury
to business arising from Lessor making any repairs, alterations,
additions or improvements in or to any portion of the Building or, if
permitted herein, in the Demised Premises; provided, however, in the
case any work not done for the benefit of Lessee, such work shall not
unreasonably interfere with Lessee's business and scheduling shall be
subject to Lessee's reasonable approval. If Lessee does not make
repairs as required hereunder promptly and adequately, Lessor may,
after thirty
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(30) days notice (except in the case of imminent danger to person or
property) to Lessee, but need not, make repairs, and Lessee shall pay
promptly the reasonable cost thereof. At any time or times, Lessor,
either voluntarily or pursuant to governmental requirement, may, at
Lessor's own expense, make repairs, alterations or improvements in or
to the Building or any part thereof, including, if permitted herein,
the Demised Premises, without undue interference, and, during
operations, may close entrances, doors, corridors, elevators or other
facilities, provided Lessee shall at all times leave reasonable access
to the Demised Premises, all without any liability to Lessee by reason
of interference, inconvenience or annoyance which in Lessor's
reasonable opinion is required. Lessor shall not be liable to Lessee
for any expense, injury, loss or damage resulting from work done in or
upon, or the use of, any adjacent or nearby building, land, street or
alley.
(c) Lessee shall pay Lessor for overtime (unless Lessor is
paid by another tenant) and for any other expense incurred in the event
repairs, alterations, decorating or other work in the Demised Premises
required for Lessee's benefit, or required for another tenant's benefit
but which work would not unreasonably interfere with Lessee's
operations, are, at Lessee's request, not made during ordinary business
hours. Lessor or Lessor's agent shall have the right to make such
repairs as Lessor may deem necessary, and such alterations as may be
required by law, and Lessor shall be allowed to take all material into
and upon said Demised Premises that may be required therefor without
the same constituting an eviction of Lessee in whole or in part.
(d) Nothing herein contained, however, shall be deemed or
construed to impose upon Lessor any obligation, responsibility or
liability whatsoever, for the care, supervision or repair, of the
Building or any part hereof, other than as herein provided.
17. Destruction by Fire or Other Cause.
(a) If the Demised Premises shall be partially damaged by fire
or other cause insurable as a standard risk the damages shall be
diligently repaired by and at the expense of Lessor within six (6)
months after such damage and the Rent until such repairs shall be made
shall be apportioned according to the part of the Demised Premises
which is usable by Lessee; provided, however, that if the Demised
Premised shall be damaged during the last year of the Term and Lessor
reasonably estimates that the cost of repairing such damage to the
Demised Premises would exceed 30% of the total Base Rent scheduled to
be paid for the balance of the Term, Lessor shall not be required to
repair any such damage and Lessor shall have the right to terminate
this Lease by giving notice thereof to Lessee within sixty (60) days
after the date of the casualty. No penalty shall accrue for reasonable
delay which may arise by reason of adjustment of fire insurance on the
part of Lessor and/or Lessee, and for reasonable delay on account of
"labor troubles", or any other cause beyond Lessor's reasonable
control. In addition to the right granted to Lessor hereinabove to
terminate this Lease, if (i) the Demised Premises are totally damaged
or are rendered totally untenantable for Lessee's continued use, or
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(ii) the Building in which the Demised Premises are located shall be
substantially damaged by fire or other casualty, or (iii) Lessor
determines that it will be unable to repair and restore the damage for
an amount equal to the sum of (A) the insurance proceeds actually
received as a result of the casualty and (B) any additional amounts
Lessor elects, in its sole discretion, to contribute to the cost of the
repair and restoration of the damage, then Lessor may, in any such
instance, no later than sixty (60) days following the damage, give
Lessee a notice in writing electing either (x) to terminate this Lease
or (y) to repair and restore the Demised Premises (including leasehold
improvements) including, at Lessor's option, demolishing and rebuilding
the same, and to continue this Lease in full force and effect. If
Lessor elects to terminate this Lease, the Term of this Lease shall
expire upon the ninetieth (90th) day after such notice is given. Lessee
shall vacate the Demised Premises and surrender the same to Lessor on
or before said expiration date. Lessee's liability for future Rent
shall cease as of the day following such damage and all prepaid Rent
shall be refunded.
(b) If Lessor notifies Lessee within the aforementioned sixty
(60) day period of its election to repair and restore the Demised
Premises or the Building in which the Demised Premises are located, and
indicates in said notice that such repair or restoration can be
substantially completed, in the reasonable judgment of Lessor's
architect, within six (6) months from the date of Lessor's notice, then
this Lease shall not terminate and the Demised Premises and/or the
Building shall be promptly and diligently repaired and restored by and
at the expense of Lessor. If Lessor notifies Lessee in said notice that
such repair or restoration cannot be substantially completed within
such six (6) month period, then Lessee shall have the option to
terminate this Lease effective upon the sixtieth (60th) day after
receipt of said notice. If Lessee wishes to exercise such option it
shall give Lessor written notice at least thirty (30) days prior to the
effective date of such termination. Without limiting Lessor's or
Lessee's duty of repair and restoration, the Rent shall be abated until
the date that Lessor has, to the extent required by this Section 17,
substantially completed the Demised Premises to a condition in which it
is reasonably usable by Lessee in the conduct of its usual business
(without prejudice to Lessee's right to the timely completion of the
repair and restoration of the Demised Premises and Lessee's remedies
for Lessor's failure to so complete) and Lessee has repaired and
restored to its reasonable satisfaction, all of the tenant improvements
and alterations to the Demised Premises to the condition existing on
the day prior to such casualty; provided, however, that Lessee shall
begin to pay Rent to Lessor not later than ninety (90) days following
the date which the Demised Premises has been substantially completed by
Lessor. If any restoration and repair required to be completed by
Lessor is not substantially completed within a six (6) month period (or
other longer time period agreed to by Lessee), then, upon notice to
Lessor within thirty (30) days after the lapse of said period, Lessee
may terminate this Lease, provided that said restoration and repair
required to be completed by Lessor is not completed within a thirty
(30) day period from said notice, and provided further, that if
Lessor's inability to complete the restoration is caused by any
Excusable Delay (as such term is defined in the Workletter), then
Lessee shall have no such right to terminate until the expiration of
the duration of the delay
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caused thereby, or an additional ninety (90) day period after said
period, whichever is earlier. In the event of any termination hereunder
all prepaid Rent for the period prior to such termination shall be
refunded to Lessee.
(c) Lessor shall not be liable for any loss of business,
inconvenience or annoyance arising from any repair, restoration or
rehabilitation of any portion of the Demised Premises or the Building
as a result of any damage from fire or other casualty. Furthermore, in
the event of such damage from fire or other casualty, Lessor shall have
no obligation to repair any of Lessee's equipment, furniture,
furnishings, personal property, or any alterations, additions, or
improvements to the Demised Premises (including any improvements
included in the Lessee's Work). Notwithstanding anything contained in
this Section 17 to the contrary, Lessor shall have no obligation to
expend, for any repair, restoration, or rehabilitation of the Demised
Premises or the Building, an amount greater than the insurance proceeds
actually received by Lessor as a result of the fire or other casualty
causing such loss, damage or destruction and in the event Lessor
determines that it will be unable to repair and restore the damage for
an amount equal to the sum of (i) the insurance proceeds actually
received as a result of the casualty and (ii) any additional amounts
Lessor elects, in its sole discretion, to contribute to the cost of the
repair and restoration of the damage, Lessee shall have the right to
terminate this Lease within thirty (30) days after notice thereof from
Lessor.
(d) Both Lessor and Lessee agree that, if this Lease is not
terminated as provided herein as a result of any casualty, both Lessee
and Lessor shall commence any repairs and restoration required by the
terms of this Section 17 to be completed by such party as soon as
reasonably practicable and shall diligently prosecute such repairs and
restoration to completion.
18. Eminent Domain. If the Building, or any portion thereof which
includes a substantial part of the Demised Premises, shall be taken or condemned
by any competent authority for any public use or purpose, the Term shall end
upon, and not before, the date when the possession of the part so taken shall be
required for such use or purpose, and without apportionment of the award.
Current Rent shall be apportioned as of the date of such termination. If any
condemnation proceeding shall be instituted in which it is sought to take or
damage any part of the Building, or the land under it, or if the grade of any
street or alley adjacent to the Building is changed by any competent authority
and such change of grade makes it necessary or desirable to remodel the Building
to conform to the changed grade, Lessor shall have the right, if required to
perform said work, to cancel this Lease upon not less than ninety (90) days'
notice prior to the date of cancellation designated in the notice. No money or
other consideration shall be payable by Lessor to Lessee for the right of
cancellation, and Lessee shall have no right to share in a condemnation award to
Lessor, or in any judgment to Lessor for damages caused by the change of grade.
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19. Lessor's Remedies.
(a) If at any time prior to the Commencement Date any
voluntary or involuntary petition or similar pleading under any section
or sections of any bankruptcy act shall be filed by or against Lessee,
or any voluntary or involuntary proceeding in any court or tribunal
shall be instituted to declare Lessee insolvent or unable to pay
Lessee's debts, and the same is not dismissed within sixty (60) days,
or if Lessee makes an assignment for the benefit of creditors, or
petitions for or enters into an arrangement, this Lease shall ipso
facto be cancelled and terminated and in such event neither Lessee nor
any person claiming through or under the Lease or by virtue of any
statute or of an order of any court, shall be entitled to possession of
the Demised Premises and Lessor in addition to the other rights and
remedies given herein or elsewhere in this Lease contained, or by
virtue of any statute or rule of law, may retain as liquidated damages,
any Rent, security, deposit or monies received by Lessor from Lessee or
others in behalf of Lessee upon the execution hereof. If on the
Commencement Date or if at any time during the Term any voluntary or
involuntary petition or similar pleading under any section or sections
of any bankruptcy act shall be filed by or against Lessee, or any
voluntary or involuntary proceeding in any court or tribunal shall be
instituted to declare Lessee insolvent or unable to pay Lessee's debts,
and in the case of an involuntary petition the same is not dismissed
within sixty (60) days, then and in any such event Lessor may, if
Lessor so elects but not otherwise, and with notice of such election,
and with or without entry or other action by Lessor, forthwith
terminate this Lease, and, notwithstanding any other provisions of this
Lease, Lessor shall forthwith upon such termination be entitled to
recover as damages an amount equal to the difference between the Rent
reserved hereunder for the unexpired portion of the Term and the then
fair and reasonable rental value of the Demised Premises for the same
period. In the computation of such damages the difference between any
installment of Rent becoming due hereunder after the date of
termination and the fair and reasonable rental value of the Demised
Premises for the period for which such installment was payable shall be
discounted to the date of termination at the rate of four percent (4%)
per annum. If the Demised Premises or any part thereof be relet by
Lessor for the unexpired term of this Lease, or any part thereof,
before presentation of proof of such liquidated damages to any court,
commission or tribunal, the amount of rent reserved upon such reletting
shall be deemed prima facie to be the fair and reasonable rental value
for the part or the whole of the Demised Premises so relet during the
term of the reletting. Nothing herein contained shall limit or
prejudice the right of Lessor to prove for and obtain as liquidated
damages by reason of such termination, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which such damages are to be proved,
whether or not such amount be greater, equal to, or less than the
amount of the difference referred to above.
(b) If Lessee defaults in the payment of Rent, and does not
cure said default within ten (10) days after written notice thereof, or
in the prompt and full performance of any covenant, condition or other
provision of this Lease, and does not cure or
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commence the process of curing, said default within thirty (30) days
after written notice thereof, or if the leasehold interest of Lessee be
levied upon under execution or be attached by process of law which
levy, execution or attachment is not vacated within sixty (60) days
thereof, or if Lessee makes an assignment for the benefit of creditors,
or if a receiver be appointed for any property of Lessee, which
appointment or assignment is not vacated within sixty (60) days
thereof, or if any default occurs under the Existing Lease (as such
term is hereinafter defined) and such default is not cured prior to the
expiration of any applicable grace or cure period set forth in the
Existing Lease, then and in any such event Lessor may, if Lessor so
elects but not otherwise, upon serving an additional five (5) days
written notice upon Lessee specifying the nature of said default and
upon the expiration of said five (5) days if Lessee has not cured such
default, either forthwith terminate this Lease and Lessee's right to
possession of the Demised Premises or, without terminating this Lease,
forthwith terminate Lessee's right to possession of the Demised
Premises.
(c) Upon any termination of this Lease, whether by lapse of
time or otherwise, or upon any termination of Lessee's right to
possession without termination of the Lease, Lessee shall immediately
surrender possession to Lessor and vacate the Demised Premises. Lessee
hereby grants to Lessor the full and free license to enter into and
upon the Demised Premises in such event with process of law and to
repossess Lessor of the Demised Premises and to expel or remove Lessee
and any others who may be occupying the Demised Premises and to remove
any and all property therefrom, using such lawful force as may be
necessary, without being deemed in any manner guilty of trespass,
eviction or forcible entry or detainer, and without relinquishing
Lessor's rights to rent or any other right given to Lessor hereunder or
by operation of law.
(d) If Lessor is entitled and so elects to terminate Lessee's
right to possession only, without terminating this Lease, Lessor may,
at Lessor's option, under due process of law, enter into the Demised
Premises, remove Lessee's signs and other evidences of tenancy, and
take and hold possession thereof as in provided in Section 19(c)
hereof, without such entry and possession terminating the Lease or
releasing Lessee, in whole or in part, from Lessee's obligation to pay
the rent hereunder for the full term. Upon and after entry into
possession without termination of this Lease, Lessor may, but need not
so long as there is other vacant office space in the Building, relet
the Demised Premises or any part thereof for the account of Lessee to
any person, firm or corporation other than Lessee for such rent with
such concessions or free rent, for such time and upon such terms as
Lessor shall determine, and Lessor shall not be required to accept any
tenant offered by Lessee or to observe any instructions given by Lessee
about such reletting. In any such case, Lessor may make repairs,
alterations and additions in or to the Demised Premises, and redecorate
the same to the extent deemed by Lessor necessary or desirable, and
Lessee shall, upon demand, pay the cost thereof, together with Lessor's
expenses of the reletting. If the consideration collected by Lessor
upon any such reletting for Lessee's account is not sufficient to pay
monthly the full amount of the rent reserved in this Lease, together
with the costs of repairs, alterations, additions,
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redecorating and Lessor's expenses, Lessee shall pay to Lessor the
amount of each monthly deficiency upon demand.
(e) Lessor may but shall not be obligated to perform any
obligation of Lessee under this Lease; and, if Lessor so elects, all
costs and expenses paid by Lessor in performing such obligation,
together with interest at the Default Rate, shall be reimbursed by
Lessee to Lessor on demand. The exercise of any remedy by Lessor shall
not be deemed an election of remedies or preclude Lessor from
exercising any other remedies in the future.
(f) If Lessee becomes bankrupt, the bankruptcy trustee shall
not have the right to assume or assign this Lease unless the trustee
complies with all requirements of the United States Bankruptcy Code;
and Lessor expressly reserves all of its rights, claims, and remedies
thereunder.
(g) In any proceeding to enforce the other party's obligations
under this Lease, the losing party shall pay to the prevailing party
upon demand all of the prevailing party's reasonable costs, fees and
expenses (including the reasonable fees and expenses of counsel, agents
and others retained by the prevailing party).
(h) All rights and remedies of Lessor herein enumerated shall
be cumulative, and none shall exclude any other right or remedy allowed
by law. The exercise of any remedy by Lessor shall not be deemed an
election of remedies or preclude Lessor from exercising any other
remedies in the future.
20. Superior Leases and Mortgages. This Lease is and shall be expressly
subject and subordinate at all times to (i) any air rights or underlying lease
of the Building, now or hereafter existing, and all amendments, renewals and
modifications to any such lease (hereinafter, "Superior Leases"), and (ii) the
lien of any mortgage or trust deed now or hereafter encumbering fee title to the
Building and/or the leasehold estate under any Superior Lease (hereinafter,
"Mortgages"), unless such Superior Lease or the lessor thereunder, or Mortgage
or mortgagee thereunder, expressly provides or elects that this Lease shall be
superior to such Superior Lease or Mortgage. The subordination of this Lease to
any Mortgage shall be conditioned on Lessor obtaining a recognition and
non-disturbance agreement in a form reasonably satisfactory to all parties
thereto. Lessor agrees to use reasonable efforts to obtain a recognition and
non-disturbance agreement from any lessor under the Superior Leases in a form
reasonably satisfactory to all parties thereto (it being explicitly understood
that Lessor shall have no obligation to provide any monetary consideration to
said lessor in exchange for any such recognition and non-disturbance agreement);
provided, however, that it shall not be a condition to the effectiveness of this
Lease that any such recognition and non-disturbance agreement be obtained from
any such lessor. It is further agreed:
(a) If Lessor's interest in the Building or any portion
thereof is sold or conveyed upon the exercise of any remedy provided
for in any Mortgage or Superior
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Lease, pursuant to a transfer in lieu of foreclosure, or otherwise by
operation of law, the person or entity succeeding to the interest of
Lessor in the Building or any portion thereof (i) shall not be liable
for any act or omission of Lessor under this Lease occurring prior to
such sale or conveyance; provided, however, that the foregoing is not
intended and shall not be construed as a waiver by Lessee of any
defense of Lessee or offset, abatement or reduction of Rent because of
any default of Lessor under this Lease occurring prior to such sale or
conveyance, and (ii) shall not be liable for the return of any security
deposit paid by Lessee except to the extent that the security deposit
has actually been paid to such person or entity.
(b) If Lessor's interest under this Lease is terminated by
foreclosure (judicially or by exercise of any power of sale) of any
Mortgage, the holder of any such Mortgage (or purchaser at any sale
pursuant thereto) shall have the option (i) supplementing the foregoing
terms of this Section 20, to require Lessee to attorn to such holder or
purchaser, and to enter into a new lease with such holder or purchaser
(as landlord) for the balance of the Term then remaining upon the same
terms and conditions as those herein provided, or (ii) notwithstanding
the terms of this Section 20, to elect that this Lease become or
remain, as the case may be, superior to said Mortgage. Lessee shall,
upon request by any such holder or purchaser, execute and deliver any
and all instruments desired by such holder or purchaser evidencing the
superiority of this Lease to any Mortgage.
(c) If Lessor's interest under this Lease is terminated by
termination of any Superior Lease, Lessee agrees that, at the option of
the landlord under any Superior Lease, Lessee shall attorn to said
landlord and if requested by said landlord, enter into a new lease with
said landlord (or a successor ground lessee designated by said
landlord) for the balance of the Term then remaining hereunder upon the
same terms and conditions as those herein provided.
(d) Lessee shall give written notice to the holder of any
Mortgage whose name and address have been previously furnished to
Lessee of (i) any act or omission by Lessor which Lessee asserts as
giving Lessee the right to terminate this Lease or to claim a partial
or total eviction or any other right or remedy under this Lease or
provided by law and (ii) of any other matter or event with respect to
which Lessee is required or permitted to give written notice to Lessor.
(e) The foregoing provisions of this Section 20 are declared
to be self-operative and no further instruments shall be required to
effect such subordination and/or attornment; provided, however, that
Lessee agrees upon request by any such mortgagee, holder, lessor or
purchaser at foreclosure, to execute and deliver such subordination
and/or attornment instruments as may be required by such person to
confirm such subordination and/or attornment, or any other documents
required to evidence superiority of any Superior Lease or Mortgage,
should the lessor or mortgagee elect such superiority. If Lessee fails
to execute and deliver any such instrument or document
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within ten (10) days after request, Lessee shall be deemed to have
irrevocably appointed Lessor as Lessee's attorney-in-fact to execute
and deliver such instrument or document in Lessee's name.
21. Notices. All notices and demands to be given by one party to the
other party under this Lease shall be given in writing to the following
addresses:
If to Lessee:
Continental Grain Company
222 South Riverside Plaza
Chicago, Illinois 60606
Attention: Vice President
Finance and Administration,
North American Grain Division
with a copy to:
Continental Grain Company
North American Grain Division
277 Park Avenue
New York, N.Y.
Attention: General Counsel
and to:
Jenner & Block
One IBM Plaza
41st Floor
Chicago, Illinois 60601
Attention: Sidney G. Saltz, Esq.
If to Lessor:
222 RIVERSIDE PLAZA CORP.
c/o New York State Teachers'
Retirement System
10 Corporate Woods Drive
Albany, New York 12211-2395
Attention: Mr. James M. Keenan
with a copy to:
PREMISYS REAL ESTATE SERVICES, INC.
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222 South Riverside Plaza
Chicago, Illinois 60606
Attention: General Manager
In addition, Lessee shall also send a copy of any notices to any holder of a
Mortgage to the extent required by the terms of Section 20(d) hereof. Notices
shall be delivered by hand, by United States certified or registered mail,
postage prepaid, return receipt requested, or by a nationally recognized
overnight air courier service. Notices shall be considered to have been given
when received or delivery refused.
22. Access to Demised Premises. Lessee shall permit Lessor to erect,
use and maintain, pipes and conduits in and through the Demised Premises through
the regular facilities provided therefor. If Lessor shall have the right to
enter the Demised Premises and Lessee shall not be personally present to open
and permit an entry into said Demised Premises, at any time, when for any reason
an entry therein shall be necessary or permissible, Lessor or Lessor's agent may
enter the same by a master key, or may forcibly enter the same if locks have
been improperly altered, without rendering Lessor or such agents liable therefor
(if during such entry Lessor or Lessor's agent shall accord reasonable care to
Lessee's property), and without in any manner affecting the obligations and
covenants of this Lease, but, unless a situation involving imminent danger to
person or property exists, Lessor shall enter only with an appointment. Lessor
shall have the right at any time, without the same constituting an actual or
constructive eviction and without incurring any liability to Lessee therefor, to
change the arrangement and/or location of entrances or passageways, doors and
doorways, and corridors, elevators, stairs, toilets or other public parts of the
Building, provided said changes are reasonably required for operation of the
Building and do not substantially or materially interfere with Lessee.
23. Inability To Perform.
(a) This Lease and the obligation of Lessee to pay Rent
hereunder and perform all of the other covenants and agreements
hereunder on the part of Lessee to be performed shall in no way be
affected, impaired or excused nor shall it be deemed an eviction or
disturbance of Lessee's use and possession, nor render Lessor liable
for damages because Lessor is unable to fulfill any of its obligations
under this Lease or to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is
delayed in making any repairs, additions, alterations or decorations or
is unable to supply or is delayed in supplying any equipment or
fixtures if Lessor is prevented or delayed from so doing by reason of
strike or labor troubles or any cause beyond Lessor's reasonable
control including, but not limited to, governmental preemption in
connection with a national emergency or by reason of any rule, order or
regulation of any department or subdivision thereof of any government
agency or by reason of the conditions of supply which have been or are
affected by war or national emergency.
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(b) Notwithstanding the foregoing provisions of this Section
23, upon any interruption of the services provided in Section 5 hereof,
except interruption arising from the negligent or more culpable act of
Lessee or its employees and agents resulting in a loss not insurable by
Lessor in accordance with Section 10 hereof, which materially
interferes with Lessee's use of the Demised Premises for a period of
five (5) continuous business days, then, from and after the date of
such failure and until the obligations are performed or cured by
Lessor, Rent shall abate according to the portion of the Demised
Premises which are rendered unusable and shall completely abate if
Lessee is unable to continue the operation of its business in the
Demised Premises in essentially the manner said business was conducted
prior to the date of the failure or interruption of services.
24. Additional Payments.
(a) Definitions.
(i) Base Year. The term "Base Year" shall mean the
calendar year designated in Item 5 of the Schedule.
(ii) Comparison Year. The term "Comparison Year"
shall mean any particular calendar year or portion thereof
during the Term. The first Comparison Year shall be calendar
year 1997.
(iii) Ownership Taxes. The term "Ownership Taxes"
shall mean all taxes and assessments, of every kind and
nature, special or otherwise, levied upon or with respect to
the air rights parcel on which the Building is situated as
legally described on Exhibit A-3 attached hereto (the
"Property") and the Building located thereon, together with
Lessor's interest therein, including without limitation
general real property taxes, imposed by federal, state, or
local governments and taxing bodies (excluding income,
franchise, capital stock, federal and state estate and
inheritance taxes, and taxes based on receipt of rentals) and
any personal property taxes imposed upon fixtures, machinery,
apparatus systems and appurtenances in, upon or used in
connection with the Building for the operation thereof.
If at any time during the Term the prevailing method
of taxation shall be altered so that any tax, assessment,
levy, imposition or charge or any part thereof, shall be
imposed upon Lessor in place, or partly in place, of any such
taxes or increase therein, heretofore described in this
Subsection (a)(iii), and shall be measured by or be based in
whole or in part upon the Property or the rents or other
income therefrom, then all such taxes, assessments, levies,
impositions or charges or part thereof, to the extent that
they are so measured, or based, shall be included in Ownership
Taxes, to the extent that such items would be payable if the
Property were the only property of Lessor subject thereto and
the rent and other income received by Lessor from the Property
were the only income of
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Lessor. Notwithstanding the foregoing, no such tax,
assessment, levy, imposition or charge (other than general
real estate taxes) shall be included in Ownership Taxes unless
such inclusion shall conform with general practices then
prevailing in other comparable office buildings in the
downtown area of Chicago.
All references to Ownership Taxes "for" a particular
year shall be deemed to refer to Ownership Taxes payable
during such year without regard to when such taxes are levied,
assessed or otherwise imposed.
(iv) Operating Expenses. The term "Operating
Expenses" shall mean all expenses, costs and disbursements
(other than Ownership Taxes) of every kind and nature,
including, without limitation (i) those expenses incurred
during a calendar year in respect of the operation and
maintenance of the Building in accordance with accepted
principles of sound management and accounting practices as
applied to the operation and maintenance of non-institutional
first-class downtown Chicago office buildings, including
premiums for insurance carried by Lessor and personal property
taxes in connection with personal property used in the
operation and maintenance of the Building (except to the
extent included in Ownership Taxes), and (ii) those additional
expenses which Lessor reasonably determines it would have
incurred during such year had the Building been fully
occupied; provided, however, that for each Comparison Year,
Lessor shall adjust (a) Operating Expenses for the Comparison
Year and (b) Operating Expenses for the Base Year pursuant to
the foregoing terms of clause (ii). Operating Expenses shall
not include those items described on Exhibit E attached hereto
and made a part hereof.
(v) Lessee's Proportionate Share. The term "Lessee's
Proportionate Share" shall mean the percentage set forth in
Item 6 of the Schedule which has been determined by dividing
the rentable square feet of the Office Space by the rentable
square feet of the Building. If changes are made to this Lease
or the Building changing the number of square feet contained
in the Office Space or in the Building, Lessor shall make an
appropriate adjustment to Lessee's Proportionate Share.
(b) General. In determining the amount of Base Rent, Lessor
and Lessee have taken into account Lessee's anticipated proportionate
share of Operating Expenses and Ownership Taxes for the Base Year, with
the understanding that Lessee shall pay Lessee's Proportionate Share of
any future increase in such taxes and expenses for Comparison Years.
Accordingly, Lessee agrees to pay to Lessor an annual amount to cover
Lessee's Proportionate Share of Ownership Taxes and Operating Expenses
in excess of the Ownership Taxes and Operating Expenses for the Base
Year (herein called "Additional Payments"), computed, and payable, as
provided below.
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(c) Computation of Additional Payments. The Additional
Payments, if any, payable by Lessee for any Comparison Year shall be
computed as follows:
(i) Lessor shall determine the sum of Ownership Taxes
and Operating Expenses for the Comparison Year.
(ii) If the Ownership Taxes for a Comparison Year are
greater than the Ownership Taxes for the Base Year, an amount
equal to Ownership Taxes for the Base Year shall be subtracted
from the Ownership Taxes for the Comparison Year. If Operating
Expenses for a Comparison Year are greater than Operating
Expenses for the Base Year, an amount equal to Operating
Expenses for the Base Year shall be subtracted from the
Operating Expenses for the Comparison Year.
(iii) The differences, if any, obtained in Subsection
(c)(ii), shall be multiplied by Lessee's Proportionate Share,
which is Lessee's agreed pro rata share of increases in
Ownership Taxes and Operating Expenses. The product so
obtained shall be the Additional Payments payable by Lessee
for said Comparison Year.
(d) Statements Furnished to Lessee. As soon as reasonably
practicable after the end of each Comparison Year but, in any event, on
or before April 15 of the succeeding Comparison Year, Lessor shall
deliver to Lessee a "Comparison Year Statement", in reasonable detail,
showing the actual Ownership Taxes, Operating Expenses, and Additional
Payments (as computed in accordance with Subsection (c) hereof) for the
previous Comparison Year, the Estimated Additional Payments (as such
term is defined in Subsection (e)(1) below) for the then current
Comparison Year, and Lessee's Proportionate Share and the change
therein, if any, during such previous Comparison Year.
(e) Payment of Additional Payments - Estimated Additional
Payments. The amount of Additional Payments payable by Lessee for each
Comparison Year (as computed in accordance with Subsection (c) hereof)
shall be reasonably estimated by Lessor and paid in advance by Lessee
in the following manner:
(i) Lessor shall estimate Lessee's share of the
increase in Ownership Taxes and Operating Expenses for each
Comparison Year (such estimate shall hereafter be referred to
as "Estimated Additional Payments") based on the particular
previous year's Ownership Taxes and the Operating Expenses
budgeted for the Building for such Comparison Year.
(ii) On the first day of the month next following the
thirtieth (30th) day after Lessor furnishes Lessee with a
Comparison Year Statement, Lessee shall pay Lessor the amount,
if any, by which the Additional Payments specified in such
Statement for the previous Comparison Year exceed the
aggregate Estimated
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Additional Payments actually paid by Lessee for said Year,
plus one twelfth (1/12th) of the Estimated Additional Payments
specified in such Statement for the then current Comparison
Year multiplied by the number of months elapsed during the
period commencing with January 1 of that year (including the
then current month) reduced by any Estimated Additional
Payments paid during such period. If the aggregate Estimated
Additional Payments actually paid by Lessee during the
previous Comparison Year are in excess of Additional Payments
specified in the Comparison Year Statement for such year, then
Lessee shall be entitled to a rent credit against the Rent
next due hereunder, equal to the amount of such excess, plus
an additional credit equal to the amount, if any, by which the
Estimated Additional Payments for the then current Comparison
Year actually paid by Lessee exceed the product of one-twelfth
(1/12th) of the Estimated Additional Payments specified in the
Comparison Year Statement for that year multiplied by the
number of months (including the then current month) elapsed in
the then current Comparison Year. On the first day of each
month thereafter, until the next Comparison Year Statement is
furnished to Lessee, Lessee shall pay one-twelfth (1/12th) of
the Estimated Additional Payments specified in the current
Comparison Year Statement to Lessor. In the event of the
expiration or termination of this Lease prior to the
determination of any Additional Payments, Lessee's agreement
to pay any such sums and Lessor's obligation to refund any
such sums (provided Lessee is not in default hereunder) shall
survive the termination of this Lease.
(f) Lessee's Right to Contest. If Lessee shall dispute in
writing any specific item(s) or the amount(s) thereof included by
Lessor in determining the expenses for maintaining and operating the
Building or the additional expenses which would have been incurred had
the Building been one hundred percent (100%) occupied, and such dispute
is not amicably settled between Lessor and Lessee within six (6) months
after statements therefor have been rendered, either party may during
the sixty (60) days next following the expiration of such six (6) month
period refer such disputed item or items to any reputable independent
certified public accounting firm reasonably satisfactory to both Lessor
and Lessee, which firm shall not otherwise have been retained by Lessor
or Lessee for any substantial accounting work, for decision and the
decision of such accounting firm shall be final, conclusive and binding
upon Lessor and Lessee. The expenses involved in such determination
shall be borne by the party against whom a decision is rendered by said
accounting firm provided that if more than one item is disputed and a
decision shall be rendered against each party in respect to any item or
number of items so disputed then the expenses shall be apportioned
according to the number of items decided against each party. If Lessee
shall not so dispute any item or items of any such statement within six
(6) months after such statement has been rendered, Lessee shall be
deemed to have approved such statement. Lessor shall have the right,
for a period of twelve (12) months after the rendering of any
statements (or for a longer period, if reasonably required in order to
ascertain the facts as to any change in the assessed valuation or in
any expenses described in Subsection (a) above), to send
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corrected statements to Lessee, and any rent adjustments required
thereby shall be made within thirty (30) days thereafter. Lessee shall
have the right to dispute such corrected statements under the same
terms and conditions as hereinabove provided with respect to disputes
regarding initial statements.
(g) Availability of Records. Lessor shall keep and make
available to Lessee's accountant for a period of two (2) years after
statements are rendered as provided in this Section 24, records in
reasonable detail of the general real property tax payments and the
expenses for maintaining and operating the Building for the period
covered by such statement or statements and shall permit Lessee's
accountant to examine and audit such of its records as may reasonably
be required to verify such statements, at reasonable times during
business hours.
25. Sprinklers. If there shall be installed in the Building a
"sprinkler system", and such system or any of its appliances shall be damaged or
injured or not in proper working order by reason of any act or omission of
Lessee, Lessee's agents, servants, or employees, Lessee shall immediately notify
Lessor of such damage or injury and shall pay to Lessor, within thirty (30) days
after receipt of an invoice therefor, the cost of restoring the same to good
working condition, except as may be provided otherwise in Section 10 hereof, and
if the Fire Insurance Exchange or any bureau, department or official of the
state or city government, require or recommend that any changes, modifications,
alterations or additional sprinkler heads or other equipment be made or supplied
by reason of Lessee's business, or the location of partitions, trade fixtures,
or other contents of the Demised Premises, Lessee shall pay to Lessor, within
thirty (30) days after receipt of an invoice therefor, the cost of making and
supplying such changes, modifications, alterations, additional sprinkler head or
other equipment.
26. Estoppel Certificate.
(a) Request by Lessor. Lessee agrees that, from time to time
upon not less than ten (10) days' prior request by Lessor, Lessee shall
execute and deliver to Lessor a written certificate certifying: (i)
that this Lease is unmodified and in full force and effect (or if there
have been modifications, a description of such modifications and that
this Lease as modified is in full force and effect); (ii) the dates to
which Rent has been paid; (iii) that Lessee is in possession of the
Demised Premises, if that is the case; (iv) that Lessor is not in
default under this Lease, or, if Lessee believes Lessor is in default,
the nature thereof in detail; (v) that Lessee has no off-sets or
defenses to the performance of its obligations under this Lease (or if
Lessee believes there are any off-sets or defenses, a full and complete
explanation thereof); (vi) that the Demised Premises have been
completed in accordance with the terms and provisions hereof or the
Workletter, that Lessee has accepted the Demised Premises and the
condition thereof and of all improvements thereto and has no claims
against Lessor or any other party with respect thereto; and (vii) such
additional matters as may be reasonably requested by Lessor, it being
agreed that such certificate may be relied upon by any prospective
purchaser, mortgagee, or other person having or acquiring an interest
in the Building. If Lessee fails to execute and deliver any such
certificate within ten (10) days after Lessor's request, Lessee shall
be deemed
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to have irrevocably appointed Lessor as Lessee's attorney-in-fact to
execute and deliver such certificate in Lessee's name.
(b) Request by Lessee. Lessor agrees that, from time to time
upon not less than ten (10) days' prior request by Lessee, Lessor shall
execute and deliver to Lessee a written certificate certifying: (i)
that this Lease is unmodified and in full force and effect (or if there
have been modifications, a description of such modifications and that
this Lease as modified is in full force and effect); (ii) the dates to
which Rent has been paid; (iii) that the Lessee is not in default under
this Lease, or, if Lessor believes Lessee is in default, the nature
thereof in detail; (iv) that Lessor has no defenses to the performance
of its obligations under this Lease (or if Lessor believes there are
any defenses, a full and complete explanation thereof); and (v) such
additional matters as may be reasonably requested by Lessee, it being
agreed that such certificate may be relied upon by any prospective
sublessee or assignee of Lessee's interest in the Demised Premises.
27. Quiet Enjoyment. As long as no default exists beyond the expiration
of any applicable grace or cure period provided in this Lease, Lessee shall
peacefully and quietly have and enjoy the Demised Premises for the Term, free
from interference by Lessor and any party claiming by, through or under Lessor,
subject, however, to the provisions of this Lease. The loss or reduction of
Lessee's light, air or view will not be deemed a disturbance of Lessee's
occupancy of the Demised Premises nor will it affect Lessee's obligations under
this Lease or create any liability of Lessor to Lessee.
28. Definitions. The term "office", or "offices", wherever used in this
Lease, shall not be construed to mean or to permit the Demised Premises to be
used as a store or stores, for the sale or display, at any time, of goods, wares
or merchandise, of any kind, or as a restaurant, shop, booth, bootblack or other
stand, barber shop, or for other similar purposes or for manufacturing. The term
"Lessor" as used in this Lease means only the owner, or the mortgagee in
possession, for the time being of the Property and Building, or the owner of a
lease of the Building or of the Property and Building of which the Demised
Premises form a part, so that in the event of any sale or sales of the Property
and Building or of said Lease, or in the event of a lease of said Building, or
of the Property and Building, or in the event of an assignment of said Building,
or of the Property and Building, the said Lessor shall be and hereby is entirely
freed and relieved of all covenants and obligations of Lessor hereunder
thereafter accruing, provided such assignee or grantee assumes Lessor's
obligations hereunder (which assumption may exculpate any trustee or
beneficiaries from personal liability thereunder). The words "reenter" and
"reentry" as used in this Lease are not restricted to their technical legal
meaning. The term "business days" as used in this lease shall exclude Saturdays,
Sundays and all holidays. The term "holidays" when used in this Lease shall mean
New Year's Day, Memorial Day (as a federal holiday), Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day. In the case of Independence Day,
Christmas Day and New Year's Day, when such day shall fall on a Saturday or
Sunday, holidays shall also include the preceding Friday or succeeding Monday as
designated for observance.
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29. Real Estate Broker. Lessee represents that Lessee has dealt
directly with (and only with) the broker(s) set forth in Item 9 of the Schedule
(collectively, the "Broker") as brokers in connection with this Lease, and that
insofar as Lessee knows no other broker negotiated this Lease or is entitled to
any commission in connection therewith. Lessee agrees to indemnify, defend and
hold Lessor and Lessor's agents harmless from and against any claims for a fee
or commission made by any broker, other than the Broker, claiming to have acted
by or on behalf of Lessee in connection with this Lease. Lessor agrees to pay
the Broker a commission in accordance with a separate agreement between Lessor
and the Broker. In addition, Lessor agrees to indemnify, defend and hold Lessee
and Lessee's agents harmless from and against any claims for a fee or commission
made by the Broker and any other broker claiming to have acted by or on behalf
of Lessor in connection with this Lease.
30. Lessor's Title. Lessor's title is and always shall be paramount to
the title of Lessee, and nothing herein contained shall empower Lessee to do any
act which can, shall or may encumber the title of Lessor.
31. Miscellaneous.
(a) No receipt of money by Lessor from Lessee after the
termination of this Lease or after the commencement of any suit, or
after final judgment for possession of the Demised Premises shall
reinstate, continue or extend the Term of this Lease or affect any such
notice, demand or suit.
(b) No waiver of any default of Lessee hereunder shall be
implied from any omission by Lessor to take any action on account of
such default if such default persists or be repeated, and no express
waiver shall affect any default other than the default specified in the
express waiver and that only for the time and to the extent therein
stated. The invalidity or unenforceability of any provision hereof
shall not affect or impair any other provision.
(c) In the absence of fraud, no person, firm or corporation,
or the heirs, legal representatives, successors and assigns,
respectively, thereof, executing this lease as agent, trustee or in any
other representative capacity shall ever be deemed or held individually
liable hereunder for any reason or cause whatsoever.
(d) The words "Lessor" and "Lessee" wherever used in this
Lease shall be construed to mean Lessors or Lessees in all cases where
there is more than one lessor or lessee, and the necessary grammatical
changes required to make the provisions hereof apply either to
corporations or individuals, men or women, shall in all cases be
assumed as though in each case fully expressed.
(e) Each provision hereof shall extend to and shall, as the
case may require, bind and inure to the benefit of Lessor and Lessee
and their respective heirs, legal
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representatives and successors and assigns in the event this Lease has
been assigned with the express, written consent of Lessor or as
otherwise permitted herein.
(f) Submission of this instrument for examination does not
constitute a reservation of or option for the premises. The instrument
becomes effective as a lease upon execution and delivery by both Lessor
and Lessee.
(g) Each of Lessor and Lessee hereby represent and warrant
that such party has full and complete authority to execute this Lease
and the other documents executed in connection herewith and to perform
the obligations of such party under such documents.
(h) Lessor and Lessee agree that to the extent permitted by
law, each shall and hereby does waive trial by jury in any action,
proceeding or counterclaim brought by either against the other on any
matter whatsoever arising out of or in any way connected with this
Lease, the relationship of Lessor and Lessee, Lessee's use or occupancy
of the Demised Premises or any emergency or statutory remedy.
(i) This Lease shall be governed by and construed in
accordance with the laws of the State of Illinois.
(j) If Lessee is comprised of more than one party, each such
party shall be jointly and severally liable for Lessee's obligations
under this Lease.
(k) Should any mortgagee, leasehold or otherwise, require
modifications of this Lease which will not bring about any increased
expense to Lessee or in any other way change the rights and obligations
of Lessee or Lessor hereunder, Lessee agrees that this Lease may be so
modified.
(l) The headings and titles in this Lease are for convenience
only and shall have no effect upon the construction or interpretation
of this Lease.
(m) This Lease may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall
together constitute one and the same instrument.
(n) Notwithstanding any provision in this Lease to the
contrary, Lessor may, at its election exercised in its sole discretion,
waive any and all conditions precedent set forth in this Lease for the
exercise by Lessee of any of its rights granted pursuant to the terms
of this Lease; provided, however that no such waiver shall be effective
unless made in writing by Lessor.
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(o) If Lessee sends written notice to Lessor of Lessee's
employees located at the Building, Lessor shall list all such employees
on any computerized building directory maintained by Lessor for the
Building.
(p) Except as may be otherwise provided in this Lease or the
Workletter, if either party fails to perform timely any of the terms,
covenants and conditions of this Lease on its part to be performed,
other than Lessee's failure to pay Rent, and such failure is due in
whole or in material part to any strike, lockout, labor trouble, civil
disorder, inability to procure materials, failure of power, restrictive
governmental laws and regulations, riots, insurrections, war, fuel
shortages, accidents, casualties, acts of God, acts caused directly or
indirectly by the other party (or the other party's agents, employees,
contractors, licensees, or invitees) or any other cause beyond the
reasonable control of such party, then such party shall not be deemed
in default under this Lease as a result of such failure and, except as
hereinafter provided, any time for performance by Lessor or Lessee, as
the case may be, provided for herein shall be extended by the period of
delay resulting from such cause; provided, however, that financial
inability of Lessor or Lessee, as the case may be, shall not be a cause
beyond the reasonable control of Lessor or Lessee, respectively.
(q) Lessor and Lessee agree to execute a memorandum of lease,
concurrently with the execution and delivery of this Lease, and to
amend such memorandum at the request of the other to reflect any future
lease of space in the Building and additional options and rights
granted Lessee or any reduction in the area of the Demised Premises.
Either Lessee or Lessor may record such memorandum and each amendment
thereof in the Office of the Recorder of Deeds of Cook County,
Illinois.
32. Existing Lease. Lessee is currently the tenant and Lessor is
currently the landlord under that certain Lease, dated as of February 11, 1986,
as the same has been amended by that certain First Amendment to Lease, dated as
of June 1, 1988 and that certain Second Amendment to Lease, dated as of
September 14, 1992 (collectively, the "Existing Lease"), pursuant to which
Lessee currently leases space on the 26th and 35th floors of the Building (the
"Existing Space"). Lessor and Lessee hereby agree that the Existing Lease is
modified as follows:
(a) From and after the Effective Date until the termination
date of the Existing Lease (as the same may be extended in accordance
with subsection (b) hereinbelow), Lessee shall pay to Lessor as the
annual Base Rent under the Existing Lease an amount equal to $16.75 per
rentable square foot contained in the Existing Space. Such Base Rent
shall continue to be paid in accordance with the terms of the Existing
Lease.
(b) The Existing Lease shall terminate as of March 31, 1996 as
though such date were the termination date set forth in the Lease;
provided, however, such termination date shall be extended for each day
that the Commencement Date is delayed as a result of Lessor's Delay;
provided, however, that the termination date of the
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Existing Lease shall not be extended to the extent that any Lessor's
Delay results from Lessee Delay. Notwithstanding any provision in the
Existing Lease to the contrary, Lessee shall not be required to pay any
termination fee in connection with such termination of the Existing
Lease.
Notwithstanding any provision in this Section 32 or any other provision in this
Lease to the contrary, Lessee shall not be excused from paying Base Rent,
Additional Rent and any other sums due and owing or performing any of its other
obligations under the Existing Lease accruing through March 31, 1996.
33. Allowances. Lessor hereby agrees to provide the following
allowances to Lessee:
(a) the Construction Allowance of $35.00 per rentable square
foot of the initial Office Space (as the same may be increased in
accordance with the terms of Section 34 hereof) provided for in the
Workletter;
(b) an allowance (the "Design Allowance") of $4.00 per
rentable square foot of the initial Office Space (as the same may be
increased in accordance with the terms of Section 34 hereof) as
reimbursement to Lessee for the costs incurred in connection with the
design and preparation of plans and specifications for Lessee's Work;
and
(c) an allowance (the "Moving Allowance") of $1.50 per
rentable square foot of the initial Office Space (as the same may be
increased in accordance with the terms of Section 34 hereof) as
reimbursement to Lessee for the costs incurred in connection with
moving to the Demised Premises.
The Construction Allowance shall be used and disbursed in accordance with the
terms of the Workletter. Lessor shall pay an amount equal to $184,250.00 as an
advance on the Design Allowance and the Moving Allowance within ten (10) days
after execution of this Lease by both parties and the remainder of the Design
Allowance and the Moving Allowance shall be paid by Lessor within ten (10) days
after the Commencement Date. Notwithstanding the foregoing, however, if this
Lease is terminated prior to the Commencement Date for any reason, Lessee shall
be required to refund to Lessor, within ten (10) days after such termination,
all amounts advanced by Lessor for the Design Allowance and the Moving
Allowance; provided, however, that if this Lease is terminated as a result of
the exercise by Lessee of any rights or remedies it may have as a result of
Lessor's acts or omissions, Lessee shall only be required to repay such portions
of the Design Allowance and Moving Allowance to the extent the same exceed costs
and expenses incurred in connection with the design and preparation of plans for
Lessee's Work and/or the cost of moving to the Demised Premises actually
incurred by Lessee prior to the date of the acts or omissions of Lessor which
gave rise to such rights or remedies of Lessee. Lessor shall have no obligation
to disburse any portion of Construction Allowance, the Design Allowance or the
Moving Allowance at any time that an uncured default by Lessee exists under this
Lease.
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34. Right to Adjust Initial Office Space.
(a) Lessee shall have the right to elect, by giving notice to
Lessor on or before July 31, 1995, time being of the essence, to
include as the Office Space up to an additional 20,000 square feet of
space on the 14th floor of the Building in the area shown on Exhibit F
attached hereto and made a part hereof (the "14th Floor Reserved
Space") upon the terms and conditions set forth in this Section 34.
Lessor agrees that it shall not enter into any binding agreement to
lease any portion of the 14th Floor Reserved Space until after July 31,
1995 except for a lease or agreement which is expressly subordinate to
the rights of Lessee under this Section 34.
(b) If Lessee so elects to include any additional space in the
Office Space, Lessee shall designate in its notice thereof the amount
and location of the space to be added; provided, however, that Lessee
shall only be entitled to designate additional space so that both the
vacant space remaining on the 14th floor of the Building and that
portion of the 14th Floor Reserved Space designated by Lessee shall
each be a single contiguous space in a reasonably commercially leasable
configuration.
(c) All space which Lessee elects to lease pursuant to this
Section 34 (the "Additional Initial Space") shall be leased on the
terms, conditions, and provisions of this Lease, except as follows:
(i) The rentable area of the Demised Premises shall
be increased by the aggregate number of rentable square feet
of Additional Initial Space leased by Lessee.
(ii) Lessee's Proportionate Share shall increase by
an amount equal to the percentage derived by dividing the
aggregate number of rentable square feet of the Additional
Initial Space by 1,013,000.
(iii) The annual Base Rent due under this Lease shall
be an amount equal to the product of (A) the rentable square
feet of the initial Office Space (as increased by the
Additional Initial Space), and (B) the difference between (1)
the rent per square foot of the Demised Premises applicable
from time to time under this Lease, less (2) $0.05 if the
Additional Initial Space is greater than or equal to 5,000
rentable square feet, $0.10 if the Additional Initial Space is
greater than or equal to 10,000 rentable square feet, $0.15 if
the Additional Initial Space is greater than or equal to
15,000 rentable square feet, and $0.20 if the Additional
Initial Space is equal to 20,000 rentable square feet.
(d) If Lessee elects to lease Additional Initial Space
pursuant to this Section, Lessor and Lessee shall execute a written
supplement to this Lease confirming the terms, provisions and
conditions of this Lease applicable as a result of such Additional
Initial Space (including, without limitation, redefining the term
"Office Space" as used in this
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Lease to include the Additional Initial Space), provided that the
execution of a written supplement to this Lease shall not be a
precondition to the effectiveness of Lessee's election to lease any
portion of the 14th Floor Reserved Space in accordance with this
Section 34.
(e) Except for the rights granted to Lessee pursuant to the
terms of Section 36 hereof, Lessee shall have no right or interest in
any of the 14th Floor Reserved Space to the extent that Lessee fails to
exercise its rights under this Section 34 on or before July 31, 1995
and, after such date, Lessee shall be deemed to have waived all of its
rights under this Section 34 and, thereafter, the terms of this Section
34 shall be null and void and of no further effect.
35. Right to Renew.
(a) Subject to the terms and conditions of this Section 35,
Lessor grants Lessee the options (each such option being referred to
herein as a "Renewal Option") to renew this Lease (but only with
respect to such portions of the Demised Premises which (y) have not
been assigned to a party other than a Lessee Affiliate, and (z) will
not be subleased as of the commencement date of any renewal period to
any party other than a Lessee Affiliate), for two (2) additional terms
of five (5) years each. Such renewal shall be upon the terms,
covenants, conditions and provisions contained in this lease (except
that (i) Base Rent will be as set forth below, (ii) if any portion of
the Office Space has been previously assigned or subleased to a party
other than a Lessee Affiliate, appropriate adjustments will be made to
reduce the square footage of the Office Space and Lessee's
Proportionate Share, and (iii) no additional options to renew will be
created by the exercise of such option to renew). Each Renewal Option
shall be exercised by Lessee delivering written notice to Lessor at
least twelve (12) months prior to the Expiration Date, as extended by
any previously exercised Renewal Option. Lessee may, not earlier than
fifteen (15) months prior to the Expiration Date, as extended by any
previously exercised Renewal Option, request in writing that Lessor
advise Lessee of Lessor's good faith estimate of the Market Rental Rate
(as hereinafter defined) for the next succeeding option period. Lessor
shall, within thirty (30) days after any such request, advise Lessee in
writing of Lessor's good faith determination of the Market Rental Rate
for such option period and the basis therefor. If Lessee, in good
faith, disagrees with Lessor's determination of the Market Rental Rate
stated in Lessor's response, and, after good faith negotiations, Lessor
and Lessee are unable to agree upon the Market Rental Rate within
thirty (30) days after the submission of Lessor's determination, then
Lessee may elect to have the Market Rental Rate determined in
accordance with the terms of subsection (c) hereinbelow, in which event
(i) Lessee shall be deemed to have irrevocably exercised the applicable
Renewal Option, and (ii) such determination of the Market Rental Rate
shall be binding on Lessor and Lessee and shall be the Base Rent for
the applicable Renewal Period. If Lessee fails to notify Lessor that
it, in good faith, disputes Lessor's determination of the Market Rental
Rate within thirty (30) days after Lessor submits such determination to
Lessee, Lessee shall be deemed to
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have waived any rights to dispute Lessor's determination and Lessor's
determination shall be the Base Rent for the related option period
should Lessee elect to exercise the applicable Renewal Option.
(b) The Base Rent for the first option period shall be ninety
percent (90%) of the Market Rental Rate and the Base Rent for the
second option period shall be ninety-five percent (95%) of the Market
Rental Rate. The Market Rental Rate is defined as the annual rental
rate then being charged by landlords (including Lessor) in the Chicago
area to tenants of a similar credit quality to Lessee for space of
similar quality and size as the Demised Premises, taking into account
all relevant factors, including without limitation, age, extent and
quality of tenant improvements, length of term, amenities of the
Building and the Property, location and/or floor height and definition
of net rentable area, reasonable projections of annual Base Rent,
annual Additional Payments to be made by a tenant (including that fact
that the Base Year under this Lease will be a year other then the
initial year of the applicable option period), and allowances or
concessions that have been granted such as abatements, lease
assumptions, leasehold improvement and moving allowances. The Market
Rental Rate shall be determined by taking into consideration comparable
fact situations in the Building and other comparable buildings
occurring during the twelve (12) month period prior to the date of
Lessee's request that Lessor determine the Market Rental Rate, based on
signed leases or renewals or accepted proposals during such period.
(c) If Lessee elects to have the Market Rental Rate determined
in accordance with the terms of this subsection (c), then Lessor and
Lessee shall each simultaneously submit to the other, within fifteen
(15) business days after such election, in a sealed envelope its good
faith estimate of the Market Rental Rate. If the higher of such
estimates is not more than one hundred five percent (105%) of the lower
of such estimates, then the Market Rental Rate shall be the average of
the two estimates. If the matter is not resolved by the exchange of
estimates, then Lessee may, by notice to Lessor on or before fifteen
(15) business days after the exchange, require that the disagreement
shall be resolved by arbitration. If Lessee does not timely exercise
such right, then the Base Rent for the applicable option period shall
be the Base Rent set forth in Lessor's notice of the Market Rental Rate
for the applicable option period. If Lessee timely exercises such
right, Lessor and Lessee shall attempt to agree upon an arbitrator
within ten (10) business days after such notice. In the event they
fail, after good faith efforts, to agree upon an arbitrator within such
ten (10) business day period, then within ten (10) business days
thereafter Lessor and Lessee shall each appoint a qualified and
impartial person as arbitrator (a qualified person being one who shall
have had at least ten (10) years' experience in a profession which
directly relates to the leasing of office space in downtown Chicago).
In case either party shall fail to appoint an arbitrator within such
ten (10) business day period, then the arbitrator appointed by the
party not in default hereunder shall be the sole arbitrator. If the
arbitrators so appointed shall fail to agree upon the matter submitted
within twenty (20) days after submission of the matter to them, an
umpire, who shall be a qualified (as described above) and impartial
person,
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shall be appointed by the American Arbitration Association, or its
successor, from its qualified panel of arbitrators. The arbitrator or
arbitrators and umpire shall proceed to determine the Market Rental
Rate with all reasonable dispatch and in any event within twenty (20)
days after the appointment of the umpire. Such decision shall be
rendered in writing. Such decision shall include selection from the
estimates submitted by Lessor and Lessee of the one which is closer to
the Market Rental Rate determined by the arbitrator or arbitrators and
umpire, which shall be the Market Rental Rate for purposes of the
applicable option period. The arbitration shall be conducted in
accordance with the rules of the American Arbitration Association (or
its successor) and applicable Illinois law. The decision of the single
arbitrator, if the parties have agreed upon a single arbitrator or if a
single arbitrator has acted by reason of the failure of a party to
appoint a second arbitrator, or of two arbitrators, if two have been
appointed, or of a majority of the arbitrators and the umpire, if an
umpire shall have been appointed, shall be binding, final and
conclusive on the parties. In the event there are two arbitrators and
an umpire and a majority of the arbitrators and the umpire are unable
or fail to agree, the decision of the umpire shall be binding, final
and conclusive on the parties. The decision in the arbitration shall be
enforceable by either party in any court of law. The fees of the
arbitrator or arbitrators and the umpire and the expenses incident to
the proceedings shall be paid by the party whose estimate is not
selected by the arbitrator or arbitrators and umpire (if one shall have
been appointed). The fees of respective counsel engaged by the parties,
and the fees of witnesses called by the parties, shall be paid by the
respective party engaging such counsel or calling or engaging such
witnesses. Notice of the appointment of an arbitrator or arbitrators
shall be given in all instances to any mortgagee who prior thereto
shall have given Lessee a written notice specifying its name and
address. Such mortgagee shall have the right to be represented, but not
to participate, in the arbitration proceeding. If Lessee becomes
obligated to pay Base Rent with respect to any space or any period
prior to when the Market Rental Rate for such space or period has been
determined in accordance with the foregoing, Lessee shall commence
paying Base Rent utilizing the Market Rental Rate specified by Lessor
in its notice of the Market Rental Rate for such space or period.
Following determination of the Market Rental Rate in accordance with
the foregoing, Lessor and Lessee shall, by a cash payment within thirty
(30) days after the date of such determination, adjust between
themselves the difference, if any, between the Base Rent paid by Lessee
pursuant to the foregoing sentence and the Base Rent actually owed by
Lessee pursuant to the terms of this Lease for the period prior to such
determination.
(d) Lessee's right to exercise a Renewal Option is subject to
the following conditions:
(i) Lessee has not subleased more than 33,500 square
feet of the Demised Premises to a party other than a Lessee
Affiliate or assigned this Lease to a party other than a
Lessee Affiliate;
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(ii) Lessee and/or any Lessee Affiliate continue to
lease and occupy at least 33,500 square feet of space in the
Building pursuant to the terms of this Lease;
(iii) Lessee is not in default under this Lease
beyond any applicable cure period at the time the applicable
Renewal Option may be exercised or on the original Expiration
Date (as extended by any previously exercised Renewal Option);
and
(iv) this Lease or Lessee's possession of the Demised
Premises has not been terminated.
(e) If Lessee fails to timely exercise either Renewal Option,
Lessee shall be deemed to have waived all of its rights under such
Renewal Option and, thereafter, such Renewal Option shall be null and
void and of no further effect.
(f) If Lessee exercises its rights under either Renewal Option
and any portion of the Office Space either (y) has been assigned to a
party other than a Lessee Affiliate, or (z) will be subleased as of the
commencement date of any renewal period to any party other than a
Lessee Affiliate, this Lease shall terminate with respect to (and
Lessee shall vacate in accordance with the terms of this Lease) any
such portion of the Office Space so assigned or sublet as of the
commencement of the applicable renewal term.
(g) If Lessee exercises either Renewal Option, Lessor and
Lessee shall execute a written supplement to this Lease confirming the
terms, provisions and conditions of this Lease applicable during the
applicable renewal term, provided that the execution of a written
supplement to this Lease shall not be a precondition to the
effectiveness of Lessee's election to renew the Term in accordance with
this Section 35.
36. Right Of Offer.
(a) Lessee shall have the option, subject to the conditions
hereinafter set forth, to lease any rentable area of space on floors 3
through 14 of the Building (the "Low-Rise Space") which becomes
"available for lease" (as hereinafter defined) after the Commencement
Date. After the Commencement Date, Lessor shall notify Lessee in
writing (each such notice being referred to as a "Preliminary Offer
Notice") not less frequently than every six (6) months (except during
the last year of the Term during which time no such notice need be sent
by Lessor), of any Low-Rise Space which is "available for lease" (any
such space designated in a Preliminary Offer Notice being referred to
herein as the "Offered Space"). Lessee may, within ten (10) days after
its receipt of any Preliminary Offer Notice, request that Lessor notify
Lessee in writing (each such notice being referred to as an "Offer
Notice"), as to any or all of the Offered Space, of Lessor's reasonable
good faith determinations of Lessor's anticipated rental rate and
tenant incentives for such Offered Space, the date that such Offered
Space will be
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available to Lessee, and, if any other tenant of the Building has
rights to lease such space in the future, the length of the term for
which such Offered Space can be leased to Lessee. Lessee shall be
deemed to have waived its right to lease any Offered Space for which
Lessee does not request an Offer Notice until Lessor is again required
to give a Preliminary Offer Notice to Lessee with respect to such
space. Lessee may, within twenty (20) days after its receipt of any
Offer Notice, elect to exercise its option to lease all or (subject to
the terms of subsection (d) hereinbelow) any portion of the Offered
Space described therein on Lessor's proposed rental terms. If Lessee
elects to lease only a portion of any Offered Space, Lessee shall
designate the approximate rentable area of such Offered Space which
Lessee desires to lease and the location and configuration of such
space shall be mutually agreed upon by Lessor and Lessee. If Lessee
fails to elect to exercise its option within such twenty (20) day
period after Lessee's receipt of such Offer Notice as to any Offered
Space described therein, Lessee shall be deemed to have waived its
right to lease the space described in such Offer Notice until (i)
Lessor is again required to give a Preliminary Offer Notice to Lessee
with respect to such space, or (ii) Lessor proposes to lease such
Offered Space for less than 95% of the net effective rental rate set
forth in the Offer Notice (in which case Lessee shall be entitled to
another Offer Notice and another 10 days to elect to exercise its
option with respect to such Offered Space), and Lessor shall be
entitled to lease such Offered Space and/or grant expansion rights and
renewal rights with respect thereto and any such rights shall, for all
purposes, constitute Permitted Superior Rights (as such term is
hereinafter defined). As used herein, the "net effective rental rate"
shall mean the average rent per rentable square foot per annum that
will be realized by Lessor with respect to the space to be leased
(calculated on a present value basis assuming equal annual rental
payments), taking into account all incentives and other inducements of
a monetary nature to be granted to the tenant and all tax and expense
pass-throughs to be paid by the tenant. Except as provided in
subsection (d) hereinbelow, Lessor shall not enter into any lease for
any Low-Rise Space or grant any rights thereto unless such Low-Rise
Space has been identified in a Preliminary Offer Notice given to Lessee
during the preceding six (6) months and Lessee has waived or is deemed
to have waived its rights thereto.
Subject to the following sentence, Low-Rise Space which is
subject on the date hereof to a lease shall be "available for lease"
when Lessor knows that such space will be available due to the
expiration or other termination of such lease, provided that no other
tenant then has a Permitted Superior Right to such space and provided,
further, that Lessor shall at all times have the right to renew or
extend a new lease to the occupant of any portion of the Low-Rise
Space. All Low-Rise Space which is not subject on the date hereof to a
lease and is not subject on the date hereof to a Permitted Superior
Right shall be "available for lease" from and after the Commencement
Date, until such space is leased to Lessee pursuant to this Section 36,
or is, after compliance with the terms of this Section 36, leased by
Lessor to a third party or becomes subject to a Permitted Superior
Right. If Low-Rise Space at any time would be "available for lease"
except for the existence of a Permitted Superior Right which is
exercisable in the future, such Low-Rise Space shall be available for
lease for a term ending on or before the effective date of any
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such Permitted Superior Right, if such right is exercised. A "Permitted
Superior Right" means any of the existing rights of other tenants in
the Building plus any rights in favor of a third party under any lease
entered into after the date hereof with respect to any Offered Space to
the extent that Lessee fails to exercise its rights to lease such
Offered Space. Any Low-Rise Space which was subject to one or more
Permitted Superior Rights which have expired or been waived by the
tenants holding such rights and which is not then subject to a lease
shall become "available for lease" from and after the date of such
expiration or waiver until such space is leased to Lessee pursuant to
this Section 36, or is, after compliance with the terms of this Section
36, leased by Lessor to a third party or again becomes subject to a
Permitted Superior Right. Lessor shall not be required to offer any
Low-Rise Space to Lessee even if it is "available for lease" unless and
until Lessor desires to offer such space to others.
(b) Lessee's right to exercise the rights granted pursuant to
the terms of this Section 36 is subject to the following conditions:
(i) Lessee has not subleased any portion of the
Demised Premises to a party other than a Lessee Affiliate or
assigned this Lease to a party other than a Lessee Affiliate
at the time that such right is exercised;
(ii) Lessee and/or any Lessee Affiliate continue to
lease and occupy at least 67,000 square feet of space in the
Building pursuant to the terms of this Lease;
(iii) Lessee is not in default beyond any applicable
cure period under any of its obligations under this Lease at
the time such right is exercised or on the applicable
occupancy date set forth in Lessor's Offer Notice;
(iv) this Lease or Lessee's possession of the Demised
Premises has not been terminated; and
(v) no party that has any Permitted Superior Rights
in and to the Low-Rise Space (including, without limitation,
Kemper Financial Services, Inc., its successors and assigns)
has exercised its rights to lease such Low-Rise Space.
(c) Notwithstanding any provision in this Lease to the
contrary, Lessee shall have no rights under this Section 36 to lease
any portion of the Available Expansion Space, as defined in Section 37
below, until after the eighth (8) anniversary of the Commencement Date.
(d) Notwithstanding any provision in this Section 36 to the
contrary, (i) Lessor shall not be required to offer to Lessee any
portion of the Low-Rise Space which contains less than 6,000 rentable
square feet of space and shall be entitled to lease any such space (or
grant future rights to lease any such space) to any other third party,
regardless of
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whether such space has been identified in a Preliminary Offer Notice;
(ii) if Lessee elects to lease any Offered Space pursuant to the terms
of this Section 36, Lessee shall only have the right to lease such
space if Lessee leases (a) at least 6,000 rentable square feet thereof
and (b) all of the space contiguous to the Offered Space Lessee desires
to lease, and (iii) in the event that any full floor of the Low-Rise
Space is described in any Preliminary Offer Notice, Lessee shall only
have the right to lease space on such floor pursuant to the terms of
this Section 36 if Lessee elects to lease the full floor.
(e) Unless Lessor expressly agrees in writing to the contrary,
any Offered Space leased by Lessee shall be leased in its
"then-existing" condition (it being expressly understood by Lessee that
Lessor shall not be required to complete any portion of Lessor's Work
with respect to any Offered Space.)
(f) If Lessee exercises its rights under this Section 36 by
electing to lease any Offered Space, Lessor and Lessee shall execute a
written supplement to this Lease confirming the terms, provisions and
conditions of this Lease applicable to the space leased by Lessee,
provided that the execution of a written supplement to this Lease shall
not be a precondition to the effectiveness of Lessee's election to
lease any portion of the Offered Space in accordance with this Section
36.
(g) During the last year of the Term, Lessee shall have no
further rights and Lessor shall have no further obligations under this
Section 36.
37. Option For Expansion Space.
(a) Subject to the terms and conditions of this Section 37,
Lessor grants Lessee the option (the "Expansion Option") to lease up to
10,000 square feet of space on the seventh floor of the Building
commencing on the sixth (6th) anniversary of the Commencement Date (the
"Acquisition Date"). If Lessee anticipates exercising the Expansion
Option, it shall notify Lessor of the same on or before the date ten
(10) months prior to the sixth anniversary of the Commencement Date and
Lessor shall, within fifteen (15) days of such notice, notify Lessee of
the location of the space available to Lessee (the "Available Expansion
Space"). The Available Expansion Space shall be a part of the space
shown on the plan attached hereto as Exhibit G, shall contain no less
than 10,000 square feet and shall not be in an unusual configuration.
Lessee shall provide Lessor with written notice of the exercise of the
Expansion Option on or before the date which is fifteen (15) days after
Lessor's designation of the Available Expansion Space, in which notice
Lessee shall notify Lessor of what portion of the Available Expansion
Space that Lessee elects to Lease (such portion being referred to
herein as the "Expansion Space"). The Expansion Space must contain at
least 5,000 square feet and may not be in an unusual configuration or
in a configuration which would, in the reasonable judgment of Lessor,
make the Expansion Space (upon expiration of the Term) or the remainder
of the Additional Expansion Space difficult to lease to other parties.
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(b) Lessee's right to exercise the Expansion Option is subject
to the following conditions:
(i) Lessee has not subleased more than 33,500 square
feet of the Demised Premises to a party other than a Lessee
Affiliate or assigned this Lease to a party other than a
Lessee Affiliate at the time that the applicable Expansion
Option is exercised;
(ii) Lessee and/or any Lessee Affiliates continue to
lease and occupy at least 33,500 square feet of space in the
Building pursuant to the terms of this Lease;
(iii) Lessee is not in default beyond any applicable
cure period under any of its obligations under this Lease at
the time the Expansion Option is exercised or on the
Acquisition Date; and
(iv) this Lease or Lessee's possession of the Demised
Premises has not been terminated.
(c) Any Expansion Space leased by Lessee shall be leased in
its "then-existing" condition (it being expressly understood by Lessee
that Lessor shall not be required to complete any portion of Lessor's
Work with respect to any Expansion Space) and otherwise on the terms,
conditions, and provisions of this Lease, except as follows:
(i) The rentable area of the Demised Premises shall
be increased by the aggregate number of rentable square feet
of the Expansion Space leased by Lessee.
(ii) Lessee's Proportionate Share shall increase by
an amount equal to the percentage derived by dividing the
aggregate number of rentable square feet of the Expansion
Space by 1,013,000.
(iii) The annual Base Rent due under this Lease shall
be increased by an amount equal to the product of (A) the
rentable square feet of the Expansion Space, and (B) the rent
per square foot of the Demised Premises applicable from time
to time under this Lease.
(iv) Lessee shall commence paying Rent for the
Expansion Space on the Acquisition Date.
(d) If Lessee exercises the Expansion Option, the term for the
Expansion Space shall commence on the Acquisition Date and expire on
the Expiration Date.
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(e) If Lessee exercises the Expansion Option, Lessor shall
provide Lessee an allowance for the improvements to the Expansion Space
("Expansion Improvement Allowance") equal to (i) the number of rentable
square feet of the Expansion Space multiplied by (ii) $20.75. Any
Expansion Improvement Allowance shall be payable upon the same terms
and conditions as provided in the Workletter.
(f) If Lessee exercises the Expansion Option, Lessor and
Lessee shall execute a written supplement to this Lease confirming the
terms, provisions and conditions of this Lease applicable to the
Expansion Space, provided that the execution of a written supplement to
this Lease shall not be a precondition to the effectiveness of Lessee's
election to lease any portion of the Available Expansion Space in
accordance with this Section 37.
(g) Except to the extent provided in Section 36 hereof, Lessee
shall have no right or interest in any of the Available Expansion Space
to the extent that Lessee fails to exercise the Expansion Option on or
before the applicable Exercise Date and, after such date, Lessee shall
be deemed to have waived all of its rights under the Expansion Option
and, thereafter, the Expansion Option shall be null and void and of no
further effect.
38. Termination Option. Subject to the terms of this Section 38, Lessee
shall have the option (the "Termination Option") to terminate this Lease
effective as of either the fifth (5th) anniversary of the Commencement Date or
the tenth (10th) anniversary of the Commencement Date (either such date being
referred to herein as the "Termination Date"), if Lessee is not in default under
any of its obligations under this Lease at the time it exercises such option. To
exercise the Termination Option, Lessee must:
(a) give to Lessor written notice of such election at least
twelve (12) months prior to the applicable Termination Date; and
(b) pay to Lessor a termination fee (the "Termination Fee") in
an amount equal to the sum of (i) $1,076,128.57 if Lessee exercises its
option to terminate this Lease effective as of the fifth (5th)
anniversary of the Commencement Date, or $370,855.08 if Lessee
exercises its option to terminate this Lease effective as of the tenth
(10th) anniversary of the Commencement Date, as the case may be, (ii)
the unamortized costs (calculated based upon a rate of 8% per annum)
incurred by Lessor in connection with this Lease for any allowances,
credits or other tenant incentives (including, without limitation, the
Construction Allowance, the Moving Allowance, the Design Allowance, any
Expansion Improvement Allowance and any allowance or tenant incentive
given in connection with any space leased by Lessee in accordance with
the terms of Section 36 hereof) and any brokers' commissions or fees,
and (iii) an amount equal to the sum of all Rent due and payable under
the terms of this Lease by Lessee to Lessor for the three (3) month
period immediately preceding the Termination Date.
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The Termination Fee shall be paid by Lessee to Lessor in twelve (12) equal
installments on the first day of each month, commencing with April 1 of the
calendar year immediately prior to the applicable Termination Date. Exercise of
the Termination Option shall be irrevocable but shall not excuse Lessee from
paying Rent accruing through the Termination Date. If Lessee fails to timely
exercise a Termination Option in accordance with the foregoing terms of this
Section 38, Lessee shall be deemed to have waived all of its rights to terminate
this Lease as of the applicable Termination Date.
39. Drop Space Option. Subject to the terms of this Section 39, Lessee
shall have the option (the "Drop Space Option") to eliminate from this Lease all
of any space leased by Lessee on one or more floors of the Building, effective
as of either the fifth (5th) anniversary of the Commencement Date or the tenth
(10th) anniversary of the Commencement Date (either such date being referred to
herein as the "Drop Space Effective Date") if Lessee is not in default beyond
any applicable cure period under any of its obligations under this Lease at the
time it exercises such option. To exercise the Drop Space Option, Lessee must:
(a) give to Lessor written notice of such election at least
twelve (12) months prior to the applicable Drop Space Effective Date,
which notice must designate the space to be eliminated from this Lease
(the "Drop Space"); and
(b) pay to Lessor a termination fee (the "Drop Space Fee") in
an amount equal to the sum of (i) the product of (a) the unamortized
costs (calculated based upon a rate of 8% per annum) incurred by Lessor
in connection with this Lease for any allowances, credits or other
tenant incentives (including, without limitation, the Construction
Allowance, the Moving Allowance, the Design Allowance, any Expansion
Improvement Allowance and any allowance or tenant incentive given in
connection with any space leased by Lessee in accordance with the terms
of Section 36 hereof) and any brokers' commissions or fees and (b) a
fraction, the numerator of which shall be the number of rentable square
feet in the Drop Space and the denominator of which shall be the number
of rentable square feet in the Office Space as of the day prior to the
applicable Drop Space Date and (ii) an amount equal to the sum of all
Rent due and payable under the terms of this Lease by Lessee to Lessor
for the Drop Space for the three (3) month period immediately preceding
the Drop Space Effective Date.
The Drop Space Fee shall be paid by Lessee to Lessor in twelve (12) equal
installments on the first day of each month, commencing with April 1 of the
calendar year immediately prior to the applicable Drop Space Effective Date.
Exercise of the Drop Space Option shall be irrevocable but shall not excuse
Lessee from paying Rent with respect to the Drop Space accruing through the Drop
Space Effective Date. If Lessee fails to timely exercise the Drop Space Option
in accordance with the foregoing terms of this Section 39, Lessee shall be
deemed to have waived all of its rights to eliminate space from the Demised
Premises as of the applicable Drop Space Effective Date. If Lessee desires to
eliminate any space it leases on any floor of the Building in accordance with
the terms of this Drop Space Option, Lessee must eliminate all of the space
leased by Lessee on any such floor. If Lessee exercises the Drop Space Option,
Lessor and
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<PAGE>
Lessee shall execute a written supplement to this Lease to be effective as of
the applicable Drop Space Effective Date, setting forth the changes to this
Lease applicable as a result of the elimination of the Drop Space (provided that
the execution of a written supplement to this Lease shall not be a precondition
to the effectiveness of Lessee's election to eliminate any space in accordance
with this Section 39), which supplement shall incorporate the following changes:
(x) The rentable square feet of the Demised Premises shall be
decreased by the Rentable Square Feet of the Drop Space.
(y) Lessee's Proportionate Share shall be recalculated by
dividing the rentable square feet of the Demised Premises (after giving
effect to the elimination of the Drop Space) by 1,013,000.
(z) The annual Base Rent due under this Lease shall be an
amount equal to the product of (A) the rentable square feet of the
Office Space (as decreased by the rentable square footage of the Drop
Space), and (B) the sum of (1) the rent per square foot of the Office
Space applicable from time to time under this Lease, and (2) $0.05 if
the Drop Space is greater than or equal to 5,000 rentable square feet,
$0.10 if the Drop Space is greater than or equal to 10,000 rentable
square feet, $0.15 if the Drop Space is greater than or equal to 15,000
rentable square feet, and $0.20 if the Drop Space is equal to or
greater than 20,000 rentable square feet.
40. Satellite Dish Installation. Subject to the following provisions of
this Section, Lessor grants Lessee the right, in common with Lessor and other
parties, to install, operate and maintain, at Lessee's sole expense and risk, a
mast for microwave, radio or other antennas and associated equipment (including,
without limitation, any connection wiring or conduit (collectively, the "Antenna
Equipment") at a location on the roof of the Building:
(a) The Antenna Equipment shall be in a location that Lessor,
in its reasonable judgment, deems adequate and appropriate for the
same, taking into consideration Lessor's anticipated and actual use of
the roof and all rights of other tenants to use roof space, and such
location shall be reasonably acceptable to Lessee;
(b) Lessee shall submit to Lessor for its approval, a full set
of engineering plans and specifications for the proposed Antenna
Equipment installation, such approval not to be unreasonably withheld,
conditioned or delayed;
(c) Lessee shall make all required conduit or cable
connections between Lessee's equipment in the Demised Premises and the
Antenna Equipment utilizing Building services, subject to Lessee's
payment of any and all costs and expenses for such services;
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<PAGE>
(d) Lessee shall install the Antenna Equipment in accordance
with the terms of Sections 6, 14, and 15 of this Lease and such other
requirements as Lessor, in the reasonable exercise of its discretion,
deems necessary or appropriate;
(e) Any Antenna Equipment installed by Lessee shall be erected
so as not to interfere with the operation of any previously erected
antenna(e) or other equipment on the Building's roof and Lessor shall
not erect or permit the erection of any antenna(e) or other equipment
so as to interfere with the operation of any Antenna Equipment
previously erected by Lessee;
(f) Lessor agrees that it will not give unauthorized persons
access to Lessee's Antenna Demised Premises or Antenna Equipment;
(g) Lessee shall obtain all necessary municipal, state and
federal permits and authorizations required to install, maintain and
operate the Antenna Equipment and pay any charges levied by government
agencies which are the sole result of Lessee having the Antenna
Equipment. Lessor agrees to fully cooperate with Lessee in obtaining
all such permits and authorizations, at no cost, expense or liability
to Lessor;
(h) Lessee agrees to maintain the Antenna Equipment in a good
state of repair and to indemnify, defend, and save Lessor harmless from
any claims, liability or expenses resulting from the erection,
maintenance, existence or removal of the Antenna Equipment, provided
that such loss, costs or damages are not due, in whole or in part, to
the negligence or willful misconduct of Lessor, its agents, employees
or contractors;
(i) At the conclusion of the Term, Lessee shall remove the
Antenna Equipment and surrender and restore the area where the same was
located to Lessor in substantially as good condition as when entered,
except for loss or damages resulting from casualty, condemnation, act
of God or ordinary wear and tear;
(j) The liability insurance to be carried by Lessee pursuant
to the provisions of this Lease shall include coverage for the Antennae
Equipment and Lessee's activity relating to the installation,
maintenance and use thereof. Lessee shall pay any increase in rates for
insurance which Lessor carries resulting from the installation,
maintenance and use of the Antenna Equipment by Lessee, provided Lessor
delivers to Lessee evidence, reasonably satisfactory to Lessee, of such
increase and the reasons therefor; and
(k) Notwithstanding any provision in this Lease to the
contrary, in the event that Lessor is required or elects to restore the
Demised Premises or the Building after the occurrence of any fire or
other casualty, Lessor shall not be required to restore or replace any
portion of the Antenna Equipment or the conduits or wiring thereto.
-52-
<PAGE>
41. Exculpatory Clause. Any liability of Lessor under this Lease shall
be limited solely to its interest in the Building, and in no event shall any
personal liability be asserted against Lessor, any of its partners or
shareholders, as the case may be, in connection with this Lease nor shall any
recourse be had to any other property or assets of Lessor, any of its partners
or shareholders.
42. Lessor's Additional Obligations and Agreements.
(a) Lessor covenants and agrees with Lessee that Lessor shall
take all actions necessary to comply with all Environmental Laws
affecting the Building (excluding the Demised Premises and other areas
occupied by Lessee and other tenants of the Building, except in the
case of Environmental Laws applicable to all premises in the Building,
rather than applicable only to the premises of a tenant because of a
peculiar aspect of such tenant's business or use and occupancy of its
premises), including, without limitation, investigation, removal,
containment and remedial actions required by any Environmental Laws or
any governmental agencies in the enforcement or implementation of
Environmental Laws. For purposes of this subsection, the following
terms shall have the respective meanings set forth below:
(i) "Environmental Laws" shall mean and include all
federal, state and local statutes, ordinances, regulations and
rules presently in force or hereafter enacted relating to
health, safety, welfare or the environment, contamination or
clean-up; and
(ii) "Hazardous Substances" shall mean and include
all pollutants, contaminants and hazardous and toxic
substances, waste or materials, including, without limitation,
polychlorinated biphenyls, asbestos, petroleum, including
crude oil or any fraction thereof, and natural gas, natural
gas liquids and synthetic gas, raw materials that include
hazardous constituents, or any other similar substances or
materials that are included under or regulated by any
Environmental Law or that would pose a health, safety or
environmental hazard.
(b) Lessor shall keep the Building (excluding the Demised
Premises and other areas occupied by Lessee and other tenants of the
Building, except in the case of laws, regulations, codes or ordinances
applicable to all premises in the Building, rather than applicable only
to the premises of a tenant because of a peculiar aspect of such
tenant's business or use and occupancy of its premises) in compliance
throughout the Term with all governmental laws, regulations, codes or
ordinances applicable from time to time to the Building.
(c) Lessor covenants and agrees with Lessee that Lessor shall
abate (i) the Office Space designated on Exhibit A-1 as initially
attached hereto and (ii) any Additional Initial Space leased under
Section 34, of asbestos in accordance with the provisions of the
Workletter attached hereto as Exhibit B.
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<PAGE>
43. Exhibits. The following Exhibits are hereby made a part hereof, and
incorporated herein by reference:
Exhibit A-1 - Office Space
-----------
Exhibit A-2 - Storage Space
-----------
Exhibit A-3 - Legal Description of Air Rights
-----------
Exhibit B - Workletter
---------
Exhibit C - Cleaning Specifications
---------
Exhibit D - Rules and Regulations
---------
Exhibit E - Operating Expense Exclusions
---------
Exhibit F - 14th Floor Reserved Space
---------
Exhibit G - Possible Expansion Area
---------
IN WITNESS WHEREOF, the parties have executed this Lease the day and
year first written above.
222 RIVERSIDE PLAZA CORP., a Delaware
corporation
By: /s/ William C. Hammarstrom
------------------------------------------
William C. Hammarstrom, its Vice President
CONTINENTAL GRAIN COMPANY, a Delaware
corporation
By: [illegible]
------------------------------------------
Its Senior Vice President
--------------------------------------
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<PAGE>
EXHIBIT A-1 TO LEASE
--------------------
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS
Office Space - 9th Floor
------------------------
[BLUEPRINT]
A-1 - 1
<PAGE>
EXHIBIT A-1 TO LEASE
--------------------
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS
Office Space - 11th Floor
-------------------------
[BLUEPRINT]
A-1 - 2
<PAGE>
EXHIBIT A-2 TO LEASE
--------------------
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS
Storage Space
-------------
[BLUEPRINT]
A-2 - 1
<PAGE>
EXHIBIT A-3 TO LEASE
--------------------
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS
THOSE PORTIONS OF PARCELS C-1 AND C-2 DESCRIBED BELOW LYING NORTH OF A LINE
WHICH IS THE SOUTH FACE OF THE SOUTHERLY COLUMNS OF THE 222 SOUTH RIVERSIDE
PLAZA BUILDING EXTENDED EAST TO THE CHICAGO RIVER AND WEST TO THE EAST LINE OF
THE WEST 20 FEET OF LOT 6, TOGETHER WITH THE EASEMENT RIGHTS APPURTENANT TO
PARCELS C-1 AND C-2, INCLUDING THOSE SET FORTH IN PARCEL C-3 AND INCLUDING A
PORTION OF THE LOADING DOCK AREA DESCRIBED IN PARCEL C-4 NOTWITHSTANDING THAT IT
IS LOCATED SOUTH OF THE ABOVE DESCRIBED LINE, TOGETHER WITH THE EASEMENT RIGHTS
APPURTENANT THERETO AND IMPROVEMENTS THEREON, INCLUDING THE COLUMNS, FOUNDATIONS
AND SUPPORTS THEREOF CONSTRUCTED WITHIN THE EXCEPTED SPACE.
PARCEL C-1:
ALL THAT PARCEL OF LAND, BEING THAT PORTION ABOVE THE SPACE EXCEPTED,
HEREINAFTER DEFINED, OF THAT CERTAIN PARCEL OF LAND IN THE COUNTY OF COOK, STATE
OF ILLINOIS, BOUNDED AND DESCRIBED AS FOLLOWS:
A PARCEL OF LAND COMPRISED OF THAT PART OF LOT 5 LYING ABOVE A HORIZONTAL PLANE
THE ELEVATION OF WHICH IS 25.70 FEET ABOVE THE CHICAGO CITY DATUM AND THAT PART
OF LOT 6 IN RAILROAD COMPANIES' RESUBDIVISION OF BLOCKS 62 TO 76, BOTH
INCLUSIVE, BLOCK 78, PARTS OF BLOCKS 61 AND 77 AND CERTAIN VACATED STREETS AND
ALLEYS IN SCHOOL SECTION ADDITION TO CHICAGO, A SUBDIVISION OF SECTION 16,
TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO
THE PLAT OF SAID RESUBDIVISION RECORDED IN THE RECORDER'S OFFICE OF COOK COUNTY,
ILLINOIS, ON MARCH 29, 1924 IN BOOK 188 OF PLATS AT PAGE 16, AS DOCUMENT
8339751, SAID PARCEL OF LAND BEING BOUNDED AND DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF LOT 5 AND RUNNING THENCE SOUTHWARDLY ALONG
THE EASTERLY LINE OF SAID LOT 5, A DISTANCE OF 203.465 FEET TO AN ANGLE POINT IN
SAID EASTERLY LOT LINE; THENCE CONTINUING SOUTHWARDLY ALONG SAID EASTERLY LOT
LINE, A DISTANCE OF 203.34 FEET TO THE SOUTHEAST CORNER OF SAID L0T 5; THENCE
WEST ALONG THE SOUTH LINE OF SAID LOTS 5 AND 6, A DISTANCE OF 336.0 FEET TO THE
POINT OF INTERSECTION OF SAID SOUTH LINE OF LOT 6 WITH THE EAST LINE OF THE WEST
20 FEET OF SAID LOT 6; THENCE NORTH ALONG SAID EAST LINE OF THE WEST 20 FEET OF
LOT 6, A DISTANCE OF 396.545 FEET TO ITS INTERSECTION OF THE NORTH LINE OF SAID
LOT 6; THENCE EAST ALONG THE NORTH LINE OF SAID LOT 6 AND OF SAID LOT 5, A
DISTANCE OF 247.50 FEET TO THE POINT OF BEGINNING;
1
<PAGE>
EXCEPTING, HOWEVER, FROM THE PARCEL OF LAND ABOVE DESCRIBED THE RESPECTIVE
PORTIONS THEREOF LYING BELOW OR BENEATH THE LEVEL OF THE TOP OF THE FINISH FLOOR
SLAB OF THE MEZZANINE FLOOR OF THE 222 SOUTH RIVERSIDE PLAZA BUILDING AND THE
TOP OF THE FINISH FLOOR SLAB OF THE PLAZA LEVEL BETWEEN THE CIRCUMSCRIBING WALLS
OF THE MEZZANINE OF SAID BUILDING AND THE PROPERTY LINE, BEING DESIGNATED AS
PLUS 17.50 FEET AND PLUS 32.50 FEET, RESPECTIVELY, AS SHOWN ON THE TRANSVERSE
SECTION AND LONGITUDINAL SECTION OF SAID BUILDING ATTACHED TO LEASE DATED
JANUARY 15, 1969 AND RECORDED JANUARY 31, 1969 AS DOCUMENT 20744919 AND REFERRED
TO THEREIN AS APPENDIX 'B', WHICH SECTION PLANS ARE MADE A PART OF THIS
DESCRIPTION. THE ELEVATION SHOWN ON SAID SECTION PLANS HAVE REFERENCE TO CHICAGO
CITY DATUM AS EXISTING ON OCTOBER 21, 1968.
PARCEL C-2:
ALL THAT PARCEL OF LAND, TAKEN AS A TRACT, BEING THAT PORTION ABOVE THE SPACE
EXCEPTED HEREINAFTER, DESCRIBED AS FOLLOWS:
A PARCEL OF LAND BEING THAT PART OF LOT 6 IN RAILROAD COMPANIES' RESUBDIVISION
LYING BELOW AND EXTENDING DOWNWARD FROM A HORIZONTAL PLANE AT AN ELEVATION OF
32.50 FEET ABOVE CHICAGO CITY DATUM, WHICH IS BOUNDED AND DESCRIBED AS FOLLOWS:
COMMENCING AT THE POINT OF INTERSECTION OF THE SOUTH LINE OF SAID LOT 6 WITH THE
EAST LINE OF THE WEST 115.75 FEET OF SAID LOT 6, AND RUNNING THENCE NORTH ALONG
SAID EAST LINE OF THE WEST 115.75 FEET OF LOT 6, A DISTANCE OF 11.36 FEET TO AN
INTERSECTION WITH A LINE WHICH IS 105.75 FEET SOUTH FROM AND PARALLEL WITH THE
SOUTHERLY FACE OF THE MOST SOUTHERLY ROW OF COLUMNS SUPPORTING A MULTI-STORY
OFFICE BUILDING SITUATED ON SAID LOT 6, SAID POINT OF INTERSECTION BEING THE
POINT OF BEGINNING OF SAID HEREINAFTER DESCRIBED PART OF LOT 6; THENCE
CONTINUING NORTH ALONG SAID EAST LINE OF THE WEST 115.75 FEET OF LOT 6, A
DISTANCE OF 81.50 FEET TO AN INTERSECTION WITH A LINE WHICH IS 24.25 FEET SOUTH
FROM AND PARALLEL WITH SAID SOUTHERLY FACE OF SAID MOST SOUTHERLY ROW OF
COLUMNS; THENCE EAST ALONG SAID LAST DESCRIBED PARALLEL LINE, A DISTANCE OF
18.25 FEET TO AN INTERSECTION WITH THE EAST LINE OF THE WEST 134.00 FEET OF SAID
LOT 6; THENCE SOUTH ALONG SAID EAST LINE OF THE WEST 134.00 FEET OF LOT 6, A
DISTANCE OF 81.50 FEET TO AN INTERSECTION WITH SAID LINE WHICH IS 105.75 FEET
SOUTH FROM AND PARALLEL WITH THE SOUTHERLY FACE OF SAID MOST SOUTHERLY ROW OF
COLUMNS; AND THENCE WEST ALONG SAID LAST DESCRIBED PARALLEL LINE, A DISTANCE OF
18.25 FEET TO POINT OF BEGINNING;
EXCEPTING HOWEVER FROM THE NORTH 13.75 FEET OF SAID PARCEL OF LAND THAT PORTION
THEREOF LYING BELOW OR BENEATH THE LEVEL OF THE TOP OF THE FINISHED FLOOR SLAB
OF THE GROUND FLOOR OF THE MERCANTILE EXCHANGE BUILDING WHICH IS AT AN ELEVATION
OF
2
<PAGE>
30.83 FEET ABOVE CHICAGO CITY DATUM, AND EXCEPTING FROM THE SOUTH 18.00 FEET OF
THE NORTH 31.75 FEET OF SAID PARCEL OF LAND THAT PORTION THEREOF LYING BELOW OR
BENEATH THE LEVEL OF THE TOP OF THE FINISHED FLOOR SLAB OF THE GROUND FLOOR OF
SAID BUILDING WHICH IS AT AN ELEVATION OF 30.25 FEET ABOVE CHICAGO CITY DATUM,
AND EXCEPTING FROM THE REMAINDER OF SAID PARCEL OF LAND THAT PORTION THEREOF
LYING BELOW OR BENEATH THE LEVEL OF THE TOP OF THE FINISHED FLOOR SLAB OF THE
GROUND FLOOR OF SAID BUILDING IN SAID REMAINDER WHICH IS AT AN ELEVATION OF
28.25 FEET ABOVE SAID CHICAGO CITY DATUM.
ALSO
A PARCEL OF LAND BEING THAT PART OF LOT 6 IN SAID RAILROAD COMPANIES'
RESUBDIVISION LYING BELOW AND EXTENDING DOWNWARD FROM A HORIZONTAL PLANE AT AN
ELEVATION OF 32.50 FEET ABOVE CHICAGO CITY DATUM, WHICH IS BOUNDED AND DESCRIBED
AS FOLLOWS:
COMMENCING AT THE POINT OF INTERSECTION OF THE SOUTH LINE OF SAID LOT 6 WITH THE
EAST LINE OF THE WEST 161.00 FEET OF SAID LOT 6, AND RUNNING THENCE NORTH ALONG
THE EAST LINE OF THE WEST 161.00 FEET OF SAID LOT 6, A DISTANCE OF 11.65 FEET TO
AN INTERSECTION WITH A LINE WHICH IS 105.75 FEET SOUTH FROM AND PARALLEL WITH
THE SOUTHERLY FACE OF THE MOST SOUTHERLY ROW OF COLUMNS SUPPORTING A MULTI-STORY
OFFICE BUILDING SITUATED ON LOT 6, SAID POINT OF INTERSECTION BEING THE POINT OF
BEGINNING FOR THE HEREINAFTER DESCRIBED PART OF LOT 6; THENCE CONTINUING NORTH
ALONG THE EAST LINE OF THE WEST 161.00 FEET OF LOT 6, A DISTANCE OF 107.08 FEET
TO AN INTERSECTION WITH A LINE WHICH IS 1.33 FEET NORTH FROM AND PARALLEL WITH
SAID SOUTHERLY FACE OF SAID MOST SOUTHERLY ROW OF COLUMNS; THENCE EAST ALONG
SAID LAST DESCRIBED PARALLEL LINE, A DISTANCE OF 59.50 FEET TO AN INTERSECTION
WITH THE EAST LINE OF THE WEST 220.50 FEET OF SAID LOT 6; THENCE SOUTH ALONG THE
EAST LINE OF THE WEST 220.50 FEET OF SAID LOT 6, A DISTANCE OF 25.58 FEET TO AN
INTERSECTION WITH A LINE WHICH IS 24.25 FEET SOUTH FROM AND PARALLEL WITH SAID
SOUTHERLY FACE OF SAID MOST SOUTHERLY ROW OF COLUMNS; THENCE EAST ALONG SAID
PARALLEL LINE AND ALONG SAID PARALLEL LINE EXTENDED, A DISTANCE OF 57.75 FEET TO
AN INTERSECTION WITH THE EAST LINE OF THE WEST 278.25 FEET OF SAID LOT 6; THENCE
SOUTH ALONG SAID EAST LINE OF THE WEST 278.25 FEET OF LOT 6, A DISTANCE OF 14.25
FEET; THENCE WEST ALONG A LINE PERPENDICULAR TO THE EAST LINE OF THE WEST 278.25
FEET AFORESAID, A DISTANCE OF 45.25 FEET TO AN INTERSECTION WITH THE EAST LINE
OF THE WEST 233.00 FEET OF SAID LOT 6; THENCE SOUTH ALONG SAID EAST LINE OF THE
WEST 233.00 FEET OF LOT 6, A DISTANCE OF 17.00 FEET; THENCE EAST ALONG A LINE
PERPENDICULAR TO THE EAST LINE OF THE WEST 233.00 FEET AFORESAID, A DISTANCE OF
45.25 FEET TO AN INTERSECTION WITH SAID EAST LINE OF THE WEST 278.25 FEET OF LOT
6; THENCE SOUTH ALONG THE EAST LINE OF THE WEST 278.25 FEET AFORESAID, A
DISTANCE OF 50.25 FEET TO AN INTERSECTION WITH SAID LINE WHICH IS 105.75 FEET
SOUTH FROM AND PARALLEL
3
<PAGE>
WITH THE SOUTHERLY FACE OF SAID MOST SOUTHERLY ROW OF COLUMNS; THENCE WEST ALONG
SAID PARALLEL LINE, A DISTANCE OF 117.25 FEET TO THE POINT OF BEGINNING;
EXCEPTING HOWEVER FROM THAT PART OF SAID PARCEL OF LAND LYING WEST OF THE EAST
LINE OF THE WEST 259.79 FEET OF SAID LOT 6 THAT PORTION THEREOF LYING BELOW OR
BENEATH THE LEVEL OF THE TOP OF THE FINISHED FLOOR SLAB OF THE GROUND FLOOR OF
THE MERCANTILE EXCHANGE BUILDING WHICH IS AT AN ELEVATION OF 30.00 FEET ABOVE
CHICAGO CITY DATUM, AND EXCEPTING FROM THOSE PORTIONS OF SAID PARCEL OF LAND
LYING EAST OF SAID EAST LINE OF THE WEST 259.79 FEET OF SAID LOT 6 THOSE
PORTIONS THEREOF LYING BELOW OR BENEATH THE LEVEL OF THE TOP OF THE FINISHED
FLOOR SLAB OF THE GROUND FLOOR OF SAID BUILDING WHICH IS AT AN ELEVATION OF
28.33 FEET ABOVE CHICAGO CITY DATUM, AND EXCEPTING FROM SAID PARCEL OF LAND THE
WEST 1.25 FEET OF THE NORTH 1.33 FEET THEREOF OCCUPIED BY A COLUMN AND ALSO
EXCEPTING THOSE PARTS THEREOF OCCUPIED BY SIX OTHER COLUMNS OF SAID MOST
SOUTHERLY ROW OF COLUMNS, EACH OF WHICH SIX COLUMNS, MEASURES 2.50 FEET FROM
EAST TO WEST AND EXTENDS 1.33 FEET SOUTHWARDLY INTO AND UPON SAID PREMISES FROM
THE MOST NORTHERLY LINE THEREOF;
AND ALSO EXCEPTING FROM SAID PARCEL C-1 AND PARCEL C-2 THE RESPECTIVE PORTIONS
THEREOF TAKEN BY THE NATIONAL RAILROAD PASSENGER CORPORATION IN CONDEMNATION
PURSUANT TO THE CONDEMNATION ACTION FILED IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, CASE NUMBER 89 C 1631.
PARCEL C-3:
NON-EXCLUSIVE EASEMENTS OF USE, INGRESS AND EGRESS AND FOR OTHER PURPOSES AS AN
APPURTENANCE TO THE ESTATE AND INTEREST DESCRIBED AS PARCELS C-1 AND C-2 ABOVE,
CREATED AND GRANTED BY THAT CERTAIN EASEMENT AND OPERATING AGREEMENT MADE BY AND
BETWEEN LASALLE NATIONAL BANK AS TRUSTEE UNDER TRUST AGREEMENT DATED DECEMBER 1,
1983 AND KNOWN AS TRUST NUMBER 107363 AND CHICAGO UNION STATION COMPANY, A
CORPORATION OF ILLINOIS, DATED APRIL 19, 1989 AND RECORDED APRIL 19, 1989 AS
DOCUMENT 89173341, IN, OVER AND ACROSS CERTAIN ADJOINING LAND MORE PARTICULARLY
DESCRIBED THEREIN, IN COOK COUNTY, ILLINOIS.
PARCEL C-4:
THAT PORTION OF THE EXISTING DRIVEWAY AREA, TWO PLANTERS (ONE ON EACH SIDE OF
THE ENTRANCE TO THE DRIVEWAY AREA AL0NG JACKSON BOULEVARD), ELEVATED LOADING
DOCKS AND RAMPS, ENTRANCE WAY AND SERVICE CORRIDOR TO THE FREIGHT ELEVATORS
LOCATED IN THE 222 SOUTH RIVERSIDE PLAZA BUILDING TO THE EXTENT THAT THOSE
INTERESTS ARE LOCATED ON THE BLACK BOX
4
<PAGE>
PARCEL (THE "LOADING DOCK AREA") ON LOT 6 INCLUDED WITHIN PARCELS C-1 AND C-2
NOT PREVIOUSLY TAKEN BY THE NATIONAL RAILROAD PASSENGER CORPORATION PURSUANT TO
THE CONDEMNATION ACTION FILED IN THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, CASE NUMBER 89 C 1631.
ALL IN COOK COUNTY, ILLINOIS
5
<PAGE>
EXHIBIT B TO LEASE
------------------
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS
Workletter
----------
This is the Workletter referred to in the foregoing lease (the "Lease")
by and between 222 RIVERSIDE PLAZA CORP., a Delaware corporation ("Lessor"), and
CONTINENTAL GRAIN COMPANY, a Delaware corporation ("Lessee"), wherein Lessor has
leased to Lessee and Lessee has leased from Lessor certain premises in the
building commonly known as 222 South Riverside Plaza, Chicago, Illinois. The
words "Demised Premises", "Office Space", "Building", "Commencement Date", and
other capitalized terms not otherwise defined herein shall have the respective
meanings assigned to them in the Lease.
Lessor and Lessee agree as follows:
1. Lessor's Work. Lessor shall, at its sole cost and expense, perform
the work described in Attachments A-1 and A-2 to this Workletter (collectively,
"Lessor's Work") with respect to the Office Space. Lessor shall commence
Lessor's Work following execution and delivery of the Lease and this Workletter
and proceed with the same in order to substantially complete that portion of
Lessor's Work described on Attachment A-1 (the "Initial Base Building Work") on
or before December 1, 1995 (the "Projected Delivery Date") and substantially
complete that portion of Lessor's Work described on Attachment A-2 (the
"Remaining Base Building Work") on or before the Commencement Date, provided
that Lessor shall have no liability for failure to substantially complete on or
before the applicable date required hereinabove or to tender the Office Space to
Lessee on or before the Projected Delivery Date except to the extent expressly
provided in this Workletter or the Lease. For purposes hereof, (a) the Initial
Base Building Work shall be deemed to be "substantially complete" if the same is
complete to the extent necessary for Lessee to commence construction of Lessee's
Work and the Office Space is free of rubbish and debris and in broom clean
condition, and (b) the Remaining Base Building Work shall be deemed to be
"substantially complete" if the same is complete to the extent necessary for
Lessee to occupy the Office Space for purposes of conducting its business
therein.
Lessor's Work shall be performed in a good and workmanlike manner,
using new, high-quality materials, and in compliance with all applicable laws,
ordinances and governmental rules and regulations and shall meet or exceed the
standards for construction and quality of materials of first-class office
buildings in downtown Chicago. Lessor's general contractor and all
subcontractors which Lessor or its general contractor uses in the construction
of Lessor's Work shall be qualified, insured contractors who are capable of
working in harmony with the contractors for Lessee's Work (as hereinafter
defined).
B-1
<PAGE>
Notwithstanding anything set forth in this Workletter to the contrary,
Lessor shall be responsible for complying with (i) any law, ordinance,
regulation or requirements in effect as of the date hereof relating to the
removal or handling of asbestos as they apply to the asbestos in the rentable
areas of the Office Space to be removed as part of the Lessor's Work, and (ii)
the Americans with Disabilities Act, as it is in effect as of the date hereof,
as it applies to the installation of the unisex washroom in the Office Space as
part of the Lessor's Work.
2. Tender of Possession. On or before the Projected Delivery Date,
Lessor shall tender possession of the Office Space to Lessee for Lessee's
construction of Lessee's Work, with the Initial Base Building Work being
substantially completed. The date upon which Lessor actually tenders possession
of the Office Space in such condition shall be deemed to be the "Actual Delivery
Date."
Lessee shall have the right to notify Lessor of any "punchlist" items
of Lessor's Work which need to be corrected, repaired or completed within thirty
(30) days of the Actual Delivery Date or, with respect to the Remaining Base
Building Work and any other items completed after the Actual Delivery Date,
thirty (30) days after the date the same are completed by Lessor. Lessor shall
correct, repair or complete such punchlist items as expeditiously as possible,
but in any event, subject to any Excusable Delay or Lessee Delay (as such terms
are hereinafter defined), within thirty (30) days after the date such punchlist
is submitted by Lessee.
With respect to any of Lessor's Work to be completed after the Actual
Delivery Date, Lessor and its agents, contractors, workmen and suppliers shall
work in harmony with and not unreasonably interfere with the contractors and
workmen for Lessee. Lessor shall cooperate and assist in all reasonable respects
in the resolution of any disputes between Lessee's and Lessor's respective
contractors.
3. Lessee's Work. Lessee shall perform all work, other than Lessor's
Work, which Lessee desires to perform to prepare the Office Space for occupancy
by Lessee ("Lessee's Work"). Notwithstanding the foregoing, however, Lessee
shall build-out all of the Office Space to the extent necessary to obtain a
certificate of occupancy as part of the initial Lessee's Work. Lessee's Work
shall be performed in a good and workmanlike manner using new high-quality
materials and in compliance with all applicable laws, ordinances and
governmental rules and regulations and shall meet or exceed the standards for
construction and quality of materials of first-class office buildings in
downtown Chicago. Lessee shall commence Lessee's Work promptly after the Actual
Delivery Date and shall diligently prosecute the same to completion.
4. Lessee's Plans and Specifications. Lessee shall cause an architect
reasonably acceptable to Lessor ("Lessee's Architect") to prepare preliminary
plans for Lessee's Work (the "Space Plans") and to submit the same to Lessor for
Lessor's approval.
Lessee shall cause Lessee's Architect and mechanical, electrical and
other appropriate engineers reasonably acceptable to Lessor (collectively,
"Lessee's Engineers") to prepare
B-2
<PAGE>
architectural and engineering plans and specifications for Lessee's Work (the
"Plans and Specifications") and to submit the same to Lessor for Lessor's
approval. The Plans and Specifications shall include, to the extent applicable,
(a) reflected ceiling plans, (b) dimensioned partition and door location plans,
(c) telephone and electrical plans, (d) environmental design criteria, (e)
security and communications information, (f) detail plans, (g) mechanical,
plumbing and fire protection plans and (h) structural and engineering drawings
and calculations.
Lessor shall advise Lessee in writing of Lessor's approval or
disapproval within ten (10) business days after Lessee's delivery of the Space
Plans, the Plans and Specifications, or any changes thereto required to be made
by Lessee pursuant to this paragraph. If Lessor does not approve any of such
Space Plans or Plans and Specifications, Lessor shall also advise Lessee in
writing at the same time of the changes required therein so that they will meet
with Lessor's approval. Lessee shall deliver, or cause Lessee's Architect and/or
Lessee's Engineers to deliver, to Lessor revised Space Plans or Plans and
Specifications, as the case may be, which respond to Lessor's requests for
changes. If the revised Space Plans or Plans and Specifications, as the case may
be, do not respond to Lessor's requests for changes, Lessee shall make further
changes as requested by Lessor until the Space Plans or the Plans and
Specifications, as the case may be, have been approved by Lessor. The revised
Space Plans and Plans and Specifications, once they have been approved by Lessor
are hereinafter referred to as the "Final Plans."
Lessor's review and approval of the Space Plans or the Plans and
Specifications does not constitute a representation or agreement of Lessor
regarding the accuracy, adequacy, sufficiency or propriety of the any such plans
or that, when Lessee's Work is completed substantially in accordance with the
Final Plans, the Office Space complies with any applicable laws, ordinances,
regulations or requirements of any governmental entity or authority affecting
the Building (including, without limitation, the Americans with Disabilities
Act, any interpretations or applications thereof or rules or regulations
thereunder and any laws, ordinances, regulations or requirements relating to the
removal or handling of asbestos) (all such covenants, laws, ordinances,
regulations and requirements being collectively referred to herein as the
"Requirements"), the responsibility for the same being solely with Lessee. Any
action taken by Lessor, its agents or its employees to review and approve the
Space Plans and the Plans and Specifications will be taken by Lessor and its
agents and employees for their own protection only and may not be relied upon by
Lessee or any other party for any purposes whatsoever, and neither Lessor nor
its agents or employees shall be deemed to have assumed any responsibility to
Lessee or any other party with respect to the accuracy, adequacy, sufficiency or
propriety of the Final Plans or the compliance of the Final Plans and the Office
Space (when completed substantially in accordance with the Final Plans) with the
Requirements. Except as set forth in the third subparagraph of Paragraph 1 of
this Workletter, Lessee hereby agrees to indemnify and to hold Lessor, its
partners, and their respective agents and employees harmless from any and all
liabilities of every kind and description, including attorney's fees, which may
arise as a result of the fact that the Office Space, when completed
substantially in accordance with the Final Plans, does not comply with the
Requirements.
B-3
<PAGE>
5. Construction of Lessee's Work. Lessor shall permit Lessee and
Lessee's agents, suppliers, contractors and workmen to take possession of and
enter the Office Space (and to have access whenever reasonably required to the
Building shafts, core and roof to the extent reasonably necessary to enable
Lessee to perform Lessee's Work) from and after the Actual Delivery Date to
enable Lessee to commence and complete the construction of Lessee's Work.
Lessee's entry into and possession of the Office Space for purposes of
constructing and installing Lessee's Work shall be deemed to be under all of the
terms, covenants, conditions and provisions of the Lease except the covenants to
pay Base Rent and make Additional Payments.
Lessee shall have the right to solicit bids for Lessee's Work from
contractors selected by Lessee; provided, however, that the general contractor
for Lessee's Work shall be subject to Lessor's approval, which shall not be
unreasonably withheld or delayed. Lessee's general contractor and all
subcontractors which Lessee or its general contractor uses in the construction
of Lessee's Work shall be qualified, insured contractors who are capable of
working in harmony with Lessor's contractors. The selection of subcontractors
from among qualified subcontractors shall be made by Lessee. Notwithstanding any
of the foregoing to the contrary, any structural work shall be performed by
Lessor or contractors hired by Lessor unless Lessor elects to permit contractors
hired by Lessee to perform such work; provided, however, that Lessor shall
obtain at least three (3) competitive bids for such structural work and shall
select the lowest responsive bid. Lessee shall cause all of its contractors and
subcontractors to be bound by Lessor's Supplementary General Conditions attached
hereto as Attachment B in performing Lessee's Work. Lessee shall be responsible
for obtaining all required building permits for Lessee's Work.
Prior to the commencement of any portion of the Lessee's Work, Lessee
shall provide to Lessor (a) the Final Plans, (b) a budget for Lessee's Work,
which shall be satisfactory to Lessor, in its reasonable discretion, (c) copies
of all contracts with any contractors and/or subcontractors performing labor or
furnishing materials, (d) certificates of insurance evidencing the insurance
required by the terms of Paragraph 8 of this Workletter, (e) all necessary
licenses and permits, and (f) such other documents as may be reasonably
requested by Lessor. In addition, Lessee shall provide to Lessor, and shall
obtain from its own architect and contractors to provide to Lessor, from time to
time, such information as Lessor shall reasonably request in connection with the
construction of Lessee's Work.
Subject to Section 9(c) of the Lease, if any damage to the Building
and/or Lessor's Work occurs during the performance of Lessee's Work, Lessee
shall promptly restore and repair, or cause its contractor to promptly restore
and repair, such damage, or Lessor or its contractor may, at Lessor's option
following reasonable notice to Lessee, restore and repair any such damage at
Lessee's sole cost.
Lessee and its agents, contractors, workmen and suppliers shall work in
harmony with and not unreasonably interfere with the contractors and workmen for
Lessor. Lessee shall cooperate and assist in all reasonable respects in the
resolution of any disputes between Lessee's and Lessor's respective contractors.
B-4
<PAGE>
Lessee shall allow Lessor to inspect its work. Lessor may direct Lessee
to stop work if other tenants' use and occupancy of their premises is being
interfered with or if any of the Supplementary General Conditions are being
violated in a respect which will be cured by stopping work and if Lessee does
not immediately arrange to cure such interference or violation while work
continues.
With the exception of the negligent or willful acts or omissions of
Lessor or its agents, employees, contractors, suppliers, workmen, licensees,
invitees, architects, engineers and construction consultants, Lessee agrees to
hold Lessor and its officers, directors, agents, employees, architects,
engineers and construction consultants harmless and to indemnify each of them
against claims and liabilities, including reasonable attorneys' fees, for
injuries to persons and damage to property owned by third-parties arising from
the performance of Lessee's Work.
Lessor shall have no responsibility for the adequacy of design of the
work to be performed by Lessee or for construction means, methods or techniques
or safety precautions or programs in connection with such work.
Upon not less than five (5) days prior written notice from Lessee to
Lessor of Lessee's desire to enter the space of one of the Building's other
tenants which is reasonably necessary to complete Lessee's Work (such notice to
describe in reasonable detail the reason for Lessee's need to enter such other
tenant's space and the anticipated duration of any such work), Lessor shall use
reasonable efforts to coordinate and provide Lessee with reasonable access to
such other tenant's space for the purpose of expeditiously completing Lessee's
Work. Lessor and Lessee understand and agree that (i) Lessor shall have no
obligation under this paragraph to provide any monetary consideration to any
tenant of the Building to secure the entrance rights contemplated under this
paragraph and (ii) any of Lessee's Work which requires entrance into other
tenant's space shall be performed outside of normal business hours, unless
otherwise agreed by any tenant affected by such entrance rights.
6. Construction Allowance. Lessor agrees to pay an amount equal to the
product of (i) $35.00 multiplied by (ii) the rentable area of the Office Space
(the "Construction Allowance") toward the costs of Lessee's Work in accordance
with the terms of this Workletter and the Lease.
Lessee may draw funds against the Construction Allowance at any time
after the Actual Delivery Date and until the date four (4) months after the
Commencement Date, subject to the following:
(a) Lessor shall have no obligation to disburse any portion of
the Construction Allowance at any time that an uncured default by
Lessee exists under the Lease.
(b) The Construction Allowance may only be applied by Lessee
to pay, or to reimburse Lessee for all "hard" costs of Lessee's Work
(including, without limitation,
B-5
<PAGE>
costs of labor and materials and contractors' charges for overhead,
fees, general conditions and insurance premiums).
(c) Lessee may not make more than one draw of the Construction
Allowance in any calendar month.
(d) The minimum amount that may be drawn at any one time
(except in case of the final draw) is Twenty Thousand Dollars
($20,000).
(e) With each draw request Lessee shall submit to Lessor the
following documents:
(i) A true and correct copy of the application for
payment by Lessee's contractors for the portion of Lessee's
Work completed to date, including contractor's affidavits and
sworn statements evidencing the cost of such portion of
Lessee's Work performed to date (or in the case of
subcontractors and materialmen, affidavits and sworn
statements for the last preceding draw request);
(ii) Partial or final lien waivers with respect to
the portion of Lessee's Work performed to date (or in the case
of subcontractors and materialmen and except for the final
disbursement of the applicable Construction Allowance, partial
lien waivers for the last preceding draw request);
(iii) Lessee's certification to Lessor that the
amounts set forth in all contractor's sworn statements are
owed to Lessee's contractors for the portion of Lessee's Work
performed to date;
(iv) The total cost of Lessee's Work based on
Lessee's final plans, as such cost may change from time to
time; and
(v) With the final draw request, a certificate from
Lessee's architect stating that to Lessee's best information,
knowledge and belief, Lessee's Work has been substantially
completed in accordance with the Final Plans and the
Requirements.
(f) In the event that the budget submitted to Lessor in
accordance with the terms of Paragraph 5 hereinabove or the certificate
to be provided in accordance with subparagraph (e)(iv) hereinabove
indicates that the total cost of the contemplated Lessee's Work,
together with the total cost of any of Lessee's Work previously
completed, will exceed the amount of the Construction Allowance, Lessor
will pay Lessor's Pro Rata Share (as such term is hereinafter defined)
and Lessee shall pay Lessee's Pro Rata Share (as such term is
hereinafter defined) of any further costs incurred in connection with
Lessee's Work until such time as Lessee has paid towards the costs of
Lessee's Work the amount (the "Estimated Overage") by which the cost of
the contemplated Lessee's Work
B-6
<PAGE>
is estimated to exceed the Construction Allowance; provided, however,
in the event that the Estimated Overage, if any, exceeds ten percent
(10%) of the total Construction Allowance, Lessor shall not be required
to disburse any additional portion of the Construction Allowance until
such time as Lessee provides Lessor evidence reasonably satisfactory to
Lessor that Lessee has segregated available funds in an amount equal to
the Estimated Overage which will be used solely to pay Lessee's Pro
Rata Share of the costs of the contemplated Lessee's Work not yet paid
for. As used herein, "Lessor's Pro Rata Share" shall mean a percentage
equal to (i) the undisbursed amount of the Construction Allowance,
divided by (ii) an amount equal to the costs of the contemplated
Lessee's Work not yet paid for. As used herein, "Lessee's Pro Rata
Share" shall mean a percentage equal to (i) the Estimate Overage,
divided by (ii) an amount equal to the costs of the contemplated
Lessee's Work not yet paid for.
(g) Lessor will disburse the portion of the Construction
Allowance allocable to each draw request to Lessee within thirty (30)
days after Lessee has submitted the required information for such draw
and has otherwise complied with the requirements hereof.
No credits against Rent due under the Lease or refunds of any kind,
whatsoever shall be paid by Lessor to Lessee in the event that the entire
Construction Allowance is not used to pay for the costs of Lessee's Work.
7. Services. Commencing upon tender of possession of the Office Space
to Lessee and thereafter during construction of Lessee's Work, Lessor shall, at
Lessee's sole cost and expense, provide to the Office Space such services and
building systems described in Section 5 of the Lease as shall be reasonably
necessary or desirable for the construction of Lessee's Work. Lessee shall pay,
as part of the costs of Lessee's Work (which may, with Lessee's prior approval,
be paid out of the Construction Allowance), the charges described in the Lease
for freight elevator service outside of the hours provided for in the Lease and
for any other services provided by Lessor or Lessor's contractor.
8. Insurance. Prior to the initial entry into the Building or the
Office Space by Lessee or any contractor or subcontractor for Lessee, Lessee
shall obtain, or shall cause any of its contractors to obtain, the insurance
which is to be maintained by Lessee pursuant to Section 9 of the Lease. In
addition, Lessee's contractors (or Lessee, on behalf of any of Lessee's
contractors) shall secure and maintain insurance during the continuance of their
respective work within the Building and/or the Office Space, naming, in the case
of insurance required under clauses (a) and (d) below, Lessor and Lessor's
agents as additional insureds, as follows:
(a) commercial general liability insurance, including
insurance against assumed or contractual liability with respect to
operations which may arise under this Workletter by Lessee, its
contractors or any servant, agent or employee of any independent
contractor of Lessee, in an amount not less than $1,000,000.00,
combined single limit per occurrence and annual aggregate. Such
insurance shall include broad form
B-7
<PAGE>
contractual liability, broad form property damage, premises/operations,
independent contractors liability, and products/completed operations;
(b) comprehensive automobile liability insurance, including
owned, hired and non-owned vehicles, with a combined single limit of
$1,000,000.00 per occurrence and annual aggregate covering bodily
injury, personal injury and property damage;
(c) worker's compensation insurance in statutory limits and
employers' liability insurance with limits of liability of not less
than $500,000.00; and
(d) for Lessee's general contractor, excess liability
insurance, which shall, except as hereinafter provided, specifically
identify the policies of insurance for each of the coverages described
above in this Paragraph 8 on the schedule of underlying coverages, and
shall provide coverage at least as broad as each of the underlying
policies. Such insurance shall have a limit of not less than
$10,000,000.00 each occurrence and annual aggregate, excess of the
underlying policy limits.
9. Delays in Lessor's Work.
Lessee now occupies certain premises at 10 South Riverside Plaza in
Chicago, Illinois (the "10 South Riverside Space") under a lease which is
hereinafter sometimes referred to as the "10 South Riverside Lease." Lessee
hereby represents and warrants to Lessor that the term of the 10 South Riverside
Lease will expire on March 31, 1996. Lessor further acknowledges that the 10
South Riverside Lease provides that if Lessee remains in possession of the 10
South Riverside Space after the expiration date of the term of the 10 South
Riverside Lease (the "10 South Riverside Termination Date"), Lessee will be
required to pay rent to the landlord under the 10 South Riverside Lease (the "10
South Riverside Lessor") for the time Lessee remains in possession at One
Hundred Fifty percent (150%) of the rate which would otherwise be payable
pursuant to the 10 South Riverside Lease. Lessor further acknowledges that any
delay in the performance or completion of any of Lessor's Work which is
necessary for Lessee to commence, proceed with or complete Lessee's Work (a
"Lessor's Delay") could result in Lessee holding over in the 10 South Riverside
Space. Accordingly, Lessor and Lessee hereby agree as follows with respect to
the 10 South Riverside Lease and the 10 South Riverside Space:
(a) If and to the extent that as a result of any Lessor's
Delay, Lessee retains possession of any portion of the 10 South
Riverside Space after the applicable 10 South Riverside Termination
Date and is liable for Excess 10 South Riverside Lease Rental (as such
term is hereinafter defined), Lessor agrees to pay directly to the 10
South Riverside Lessor or, in the event the 10 South Riverside Lessor
refuses to accept payment from Lessor, to reimburse Lessee for Excess
10 South Riverside Lease Rental, which Lessee is liable for under the
10 South Riverside Lease as a result of retention of possession, to the
extent such retention of possession is attributable to Lessor's Delay.
Payments by Lessor on account of Excess 10 South Riverside Lease Rental
shall be made not later than the due date thereof under the 10 South
Riverside Lease.
B-8
<PAGE>
(b) The term "Excess 10 South Riverside Lease Rental" shall
mean the difference between (i) the amount of rent accruing under the
10 South Riverside Lease for the period, if any, from and including the
day following the 10 South Riverside Lease Termination Date (as such
date shall be extended, if and to the extent that any Lessor's Delay
results from Lessee Delay or Excusable Delay, by the aggregate number
of days of such Lessee Delay or Excusable Delay) to and including the
date which is fifteen (15) days after the date on which Lessee's Work
is completed to the extent required to permit Lessee to occupy the
Office Space for the conduct of its business, which date shall not,
however, exceed one hundred twenty (120) days after the Actual Delivery
Date, and (ii) rent at the rate which would otherwise be payable
pursuant to such 10 South Riverside Lease during such period without
regard to the holdover provisions of the 10 South Riverside Lease.
(c) In addition to the obligations of Lessor under
subparagraph (a) hereinabove, if, as a result of any Lessor's Delay,
the Commencement Date of the Lease does not occur prior to October 1,
1996 (as such date shall be extended, if and to the extent that any
Lessor's Delay results from Lessee Delay or Excusable Delay, by the
aggregate number of days of such Lessee Delay or Excusable Delay) (such
date, as extended, being referred to herein as the "Damages Start
Date"), Lessor shall protect, defend, indemnify and hold Lessee
harmless from and against any and all claims, liabilities, losses,
costs, damages or expenses, including reasonable attorneys' fees, if
and to the extent that the same arise or accrue with respect to any
period of time from and after the Damages Start Date; provided,
however, that Lessor shall have no obligations or liability under this
subparagraph (c) with respect to any such claims, liabilities, losses,
costs, damages or expenses which arise or accrue with respect to any
period of time from and after the date one hundred twenty (120) days
after the Actual Delivery Date.
(d) Lessee agrees, at Lessor's expense, to cooperate with
Lessor in connection with any efforts which Lessor may undertake to
mitigate and minimize the amounts becoming due to the 10 South
Riverside Lessor or otherwise to be paid by Lessor under this Paragraph
9, such as the negotiation of an extension of the term of the 10 South
Riverside Lease; provided, however, that any such extension shall be
conditioned upon Lessor indemnifying and holding Lessee harmless from
any additional liability under the 10 South Riverside Lease; provided
further, however, that if Lessee is occupying the 10 South Riverside
Space, such liability shall exclude rent at the rate which would
otherwise be payable pursuant to such 10 South Riverside Lease without
regard to the holdover provisions of the 10 South Riverside Lease as
long as Lessee remains in occupancy. Lessee also agrees to consult with
Lessor concerning action which Lessee proposes to take. However,
nothing contained herein shall be construed to require Lessee to move
from the 10 South Riverside Space to alternate premises prior to moving
into the Office Space.
Notwithstanding the foregoing terms of this Paragraph 9, Lessor shall not be
obligated to pay any Excess 10 South Riverside Lease Rental if and to the extent
that Lessee actually occupies
B-9
<PAGE>
the Office Space for purposes of conducting its business therein on or before
April 1, 1996, regardless of whether any Lessor's Delays occurred.
If possession of the Office Space is not tendered to Lessee in the
condition described in Paragraph 1 hereof on or before May 31, 1996, as such
period shall be extended by any delay in such tender of possession resulting
from Lessee Delay, Lessee may elect to terminate the Lease by notice from Lessee
to Lessor given at any time thereafter but prior to tender of possession of the
Office Space to Lessee in the condition described in Paragraph 1 hereof. Any
termination of the Lease by Lessee pursuant to this Paragraph 9 shall be
effective fifteen (15) days after notice of such termination is given by Lessee
to Lessor; provided, however, that such termination shall not become effective
if possession of the Office Space is tendered to Lessee in the condition
described in Paragraph 2 hereof within such fifteen (15) day period. If the
Lease is so terminated, Lessor shall have no obligation to pay any undisbursed
portion of the Construction Allowance to Lessee.
10. Lessee Delay. If and to the extent that Lessor's Work or tender of
possession of the Office Space to Lessee is delayed by any act or omission of
Lessee, Lessee's Architect or Lessee's Engineers, Lessee's agents or
contractors, or persons employed by any of them, the period of delay resulting
therefrom (excluding any period of delay resulting from Excusable Delay) shall
constitute Lessee Delay.
For purposes of the Lease and this Workletter, any Lessee Delay which
delays tender of possession of any portion of the Office Space to Lessee in the
condition described in Paragraph 1 hereof or which delays substantial completion
of any portion of Lessor's Work, tender of possession of the Office Space to
Lessee or substantial completion of Lessor's Work, as the case may be, shall be
deemed to have occurred on the date when the same would have occurred but for
Lessee Delay.
11. Excusable Delay. If Lessor or Lessee fails to timely perform any of
the terms, covenants and conditions of this Workletter to be performed by Lessor
or Lessee, as the case may be, then to the extent that such failure is due to
any strike, lockout, labor trouble, civil disorder, inability to procure
materials, failure of power, riot, insurrection, war, fuel shortage, accident,
casualty, severe and unusual weather conditions, act of God or any other cause
beyond the reasonable control of Lessor or Lessee, as the case may be (delay
resulting from any of the foregoing being herein referred to as "Excusable
Delay"), Lessor or Lessee, as the case may be, shall not be deemed in default
under this Workletter as a result of such failure, and each time or date for
performance by Lessor or Lessee, respectively, set forth herein shall be
extended by the period of said Excusable Delay. Financial inability of Lessor or
Lessee, as the case may be, shall not be considered to be a cause beyond the
reasonable control of Lessor or Lessee, respectively. It shall be a condition to
reliance by Lessor or Lessee, as the case may be, on the provisions of this
Paragraph 11 in any instance that such party shall have used efforts reasonable
under the circumstances to attempt to remove the cause of delay as soon as
possible.
B-10
<PAGE>
12. Authorizations and Approvals by Lessee.
Lessee hereby designates Gerald Maupin and Marty Higgins (together
called the "Lessee Representatives") to represent Lessee in connection with all
matters related to this Workletter and the work contemplated hereby. Lessee
agrees that any authorization, approval or disapproval given by any of the
aforesaid Lessee Representatives, acting singly, shall be deemed to be the
authorization, approval or disapproval, as the case may be, of Lessee. Lessor
shall direct requests to Lessee for authorizations or approvals to a Lessee
Representative. Lessee may, from time to time, change any of the Lessee
Representatives by notice to Lessor.
13. Authorizations and Approvals by Lessor.
Lessor hereby designates Richard H. Needham and James E. Walter, Jr.
(together called the "Lessor Representatives") to represent Lessor in connection
with all matters related to this Workletter and the work contemplated hereby.
Lessor agrees that any authorization, approval or disapproval given by any of
the aforesaid Lessor Representatives, acting singly, shall be deemed to be the
authorization, approval or disapproval, as the case may be, of Lessor. Lessee
shall direct requests to Lessor for authorizations or approvals to a Lessor
Representative. Lessor may, from time to time, change any of the Lessor
Representatives by notice to Lessee.
14. Miscellaneous.
(a) Lessor has no obligation to do any work with respect to the Demised
Premises except for Lessor's obligations to complete the Lessor's Work as
provided herein.
(b) Any work or alterations to the Office Space desired by Lessee after
the completion of Lessee's Work shall be subject to the provisions of Section 14
of the Lease.
(c) Time is of the essence under this Workletter.
(d) Each party hereto shall have all of the rights and remedies
hereunder as are granted to such party under the Lease for failure of the other
party to perform any of its obligations hereunder.
(e) Certain provisions of this Workletter shall also apply to review
and approval of plans and specifications for Expansion Space and space taken by
Lessee in accordance with the terms of Section 36 of the Lease and to the
construction by Lessee of tenant improvements in such space, but only to the
extent consistent with the terms and provisions of the Lease regarding such
matters. Notwithstanding the foregoing, in no event shall Lessor be required to
perform any aspect of Lessor's Work with respect to any portion of the Demised
Premises other than the Office Space designated on Exhibit A-1 as initially
attached to the Lease and any Additional Initial Space leased under Section 34
of the Lease.
B-11
<PAGE>
(f) Except as otherwise set forth in this Workletter, wherever Lessor's
approval or consent is required under this Workletter, Lessor agrees not to
unreasonably withhold or delay its consent in response to any request by Lessee.
IN WITNESS WHEREOF, the parties have caused this Workletter to be
executed concurrently with the execution of the Lease.
Lessor:
222 RIVERSIDE PLAZA CORP.
By: /s/ William Hammarstrom
---------------------------------
Its Vice President
Lessee:
CONTINENTAL GRAIN COMPANY
By: [illegible]
---------------------------------
Its Senior Vice President
------------------------------
B-12
<PAGE>
ATTACHMENT A
------------
Lessor's Work
-------------
GENERAL
*Total demolition of existing tenant improvements
*Asbestos-free fireproofing on structural steel columns and beams outside of
core
*Unisex ADA-compliant washroom and refurbished base building washrooms
CONCRETE
*All concrete floors provided smooth and level within 1/2" vertical (in general)
over each 10' radius horizontal. Landlord will fill and seal all abandoned
through-floor cored penetrations, and shall provide all concrete floors smooth
and broom clean.
DRYWALL AND PAINT
*Perimeter walls, core walls, interior columns, perimeter columns and soffits
drywalled, taped, sanded, and ready for painting
WINDOW TREATMENT
*Building standard mini-blinds
*Window film replaced as necessary
FIRE PROTECTION
*Sprinkler system including riser, flow sensor, and tamper sensor, and main loop
*ADA fire annunciation riser with excess capacity for tenant use
PLUMBING
*Four (4) wet columns per floor
HVAC
*Thermostatic controlled perimeter induction system
*Primary ductwork and hot water reheats
ELECTRICAL
*Five (5) watts of power per square foot for tenant lighting, equipment and
convenience receptacles.
VERTICAL TRANSPORTATION
*After hours card access system on two elevator cabs serving each floor
A-1
<PAGE>
ATTACHMENT A
------------
Timing of Lessor's Work
-----------------------
The following portions of Lessor's Work will be completed on or before December
-------------------------------------------------------------------------------
1, 1995:
--------
*Total demolition of existing tenant improvements
*Asbestos-free fireproofing on structural steel columns and beams outside of
core
*All concrete floors provided smooth and level within 112" vertical (in general)
over each 10' radius horizontal. Landlord will fill and seal all abandoned
through-floor cored penetrations, and shall provide all concrete floors smooth
and broom clean.
*Perimeter walls, core walls, interior columns, perimeter columns and soffits
drywalled, taped, sanded, and ready for painting
*Sprinkler system including riser, flow sensor, and tamper sensor, and main loop
*ADA fire annunciation riser with excess capacity for tenant use
*Four (4) wet columns per floor
*Thermostatic controlled perimeter induction system
*Primary ductwork and hot water reheats
*Five (5) watts of power per square foot for tenant lighting, equipment and
convenience receptacles.
The following portions of Lessor's Work may be completed after December 1, 1995:
--------------------------------------------------------------------------------
*After hours card access system on two elevator cabs serving each floor
*Unisex ADA-compliant washroom and refurbished base building washrooms
*Building standard mini-blinds
*Window film replaced as necessary
A-2
<PAGE>
ATTACHMENT B
------------
SUPPLEMENTARY GENERAL CONDITIONS
222 SOUTH RIVERSIDE PLAZA
(THE BUILDING)
1. Quality of Work
-- ---------------
The Quality of the Work must follow the drawings, general conditions,
specifications and addenda.
2. General Rules Regarding Alterations
-- -----------------------------------
Prior to commencing construction, the Tenant will submit to Landlord for written
approval:
i.) detailed plans and specifications;
ii.) the names, addresses and copies of contracts for all
contractors and subcontractors;
iii.) all necessary permits evidencing compliance with all
applicable governmental rules, regulations and requirements;
A copy of these Supplementary General Condition is to be provided to the
subcontractors.
3. Insurance
-- ---------
All contractors and subcontractors on the job must have furnished, prior to the
commencement of work, evidence of insurance, naming 222 Riverside Plaza
Corporation and PREMISYS Real Estate Services, Inc., as Additional Insureds, at
the following minimum levels:
a. General Liability and Property Damage
(1) Personal $1,000,OOO/$3,000,000
(2) Property $1,000.000
b. Vehicular $300,000/$5,000
c. Workmen's Comp Statutory
<PAGE>
222 South Riverside Plaza
Supplementary General Conditions
Page 2 of 10
4. Building Permits
-- ----------------
The Contractor will secure and pay for all necessary Building Permits within the
bid price. To obtain permits, the following Building information should be
presented to the Department of Inspectional Services:
a. Building Owner: 222 Riverside Plaza Corp., 10 Corporate Woods
Drive, Albany, New York.
b. Building Information: Steel/concrete construction, 34 stories,
width = 162', length = 216', height = 473'8" from plaza.
c. Building Volume: 16,574,310 cubic feet.
d. Use of Building: General office occupancy.
e. Classification by Occupancy: Class E Business
f. Permanent Real Estate Index Numbers: There are two (2), as
follows:
17-16-115-003-6002 17-16-115-004-6002
g. Fire Prevention: The Building is undergoing a comprehensive
retrofit program to provide a sprinkler system to all current
full floor vacancies.
5. Code Compliance and Standards for Work
-- --------------------------------------
All work will comply with the Building Codes of the City of Chicago and other
country, state and federal guidelines as appropriate. Work will meet generally
accepted industry standards, especially those of UL, NFPA, NEC, OSHA, EPA and
ANSI.
6. Documentation
-- -------------
All revisions to the work as submitted must be authorized in writing in advance
by Landlord.
7. Protection and Care of the Premises
-- -----------------------------------
Contractor shall protect adjacent areas of the Building. Adequate temporary
lighting, as required, must be in place at all times. No conditions posing an
unreasonable risk to workers, tenants, property or the Building, eg. obstructed
corridors, dirty or slippery floors, tripping hazards, dangling conduit or
framing, etc., shall be allowed to exist. Caution signs and wet paint signs must
be posted when necessary.
<PAGE>
222 South Riverside Plaza
Supplementary General Conditions
Page 3 of 10
Protection of all public corridor surfaces is the responsibility of the
Contractor. Masonite floor and wall protection will be required throughout the
job. Protection devices must be removed daily to facilitate cleaning.
The Contractor and all subcontractors will use rubber wheeled carts when moving
material through the building or removing trash from the building.
The Contractor is responsible for having "walk-off' mats at the exit(s) from the
tenant construction area. Mats are to be dampened to reduce the tracking of dust
and debris outside the construction area.
The Contractor is responsible for vacuuming public corridors as necessary (at
least daily). Contractor shall provide its own vacuum cleaner.
Staging of all materials must be within the Work Area at designated storage
areas and so coordinated as not to use Building Corridors, lobbies, adjacent
vacant space or other public areas except for passage and the immediate conduct
of work, if any, in those areas.
The Contractor is responsible for delivering the Work Area at completion in a
"broom clean" condition.
8. Safety Procedures
-- -----------------
The Contractor shall make workman aware of Building evacuation procedures in
case of emergency.
9. Keying
-- ------
The Contractor must coordinate the keying of all doors through Landlord.
10. Restroom and Other Keys
--- -----------------------
Keys to certain Building areas will be provided to Contractor as necessary for
the duration of the construction period. Failure to return these keys to
Landlord prior to final payout will result in a deduction from payout of $30.00
per key.
<PAGE>
222 South Riverside Plaza
Supplementary General Conditions
Page 4 of 10
11. Material and Equipment Delivery
--- -------------------------------
The delivery of materials and equipment to the Construction Area must take place
at the dock on the South side of the Building which is open weekdays, except
holidays, from 7:30 a.m.- 4:30 p.m. Special arrangements for deliveries of
greater than twenty minutes' duration, early, late or weekend deliveries, or
dedicated use of a freight elevator, must be made at least 12 hours in advance
through the Office of the Building, telephone 312-551-6600.
The Contractor must have its own supervisor on-site at any time material is
delivered or moved. The Office of the Building will not coordinate any
deliveries or be responsible for signing for or accepting any materials. At no
time will material be allowed to be unloaded unless receiving party is present.
12. Removal of Equipment
--- --------------------
Please note that contractors must obtain a parcel pass from the Office of the
Building to remove equipment and tool boxes from the Premises. The contents of
boxes may be checked by building staff.
13. Instructions of Building Personnel
--- ----------------------------------
The Premises are served by and effect a number of critical building services
and systems. From time to time, building personnel may provide reasonable
instructions relating to the safety of the building, its occupants and contents,
which the contractor is obligated to follow.
<PAGE>
222 South Riverside P1aza
Supplementary General Conditions
Page 5 of 10
14. Contractors Workmen
--- -------------------
a. Conduct of Workmen: A professional manner is expected in all public
areas and inappropriate language or comments will not be tolerated.
Offensive behavior or language shall be a basis for person or persons
being dismissed from the Building.
While on site, construction workers will be confined to the
construction area only. The security guards will periodically inspect
all areas of the building. Any construction workers found in an
unauthorized place will be subject to dismissal from the Building.
The Building property and dock area are not to be used for parking by
contractors.
b. Identification: All workmen on the job will be required to obtain
I.D.'s from Landlord and visibly display these I.D.'s at all times
while on the job.
The Contractor will be responsible for submitting a CONSTRUCTION I.D.
AUTHORIZATION FORM for itself and for each subcontractor, containing
the names for which I.D.'s should be issued and the duration for which
I.D.'s should be valid, and for returning these I.D.'s at the end of
the job or upon termination of any worker. Authorization forms are
available at the Office of the Building.
The Contractor will be charged $10.00 for each lost or unreturned I.D.
The Contractor will notify Landlord immediately upon the termination of
any employee who has been issued an I.D.
15. Noisy or Disruptive Work
--- ------------------------
Chopping, cutting or other noisy or disruptive procedures, or any work that must
be done in adjoining tenant spaces, are to be done outside the hours of Monday
through Friday, 8:00 a.m. - 5:00 p.m., without additional cost, and, in
any event, must be scheduled in advance and approved by Landlord.
<PAGE>
222 South Riverside P1aza
Supplementary General Conditions
Page 6 of 10
16. Fire and Other Corridor Doors
--- -----------------------------
No doors outside of the construction area (i.e., electrical, or telephone
closet, restroom or stairwell doors) shall be propped open at any time. The
propping of these doors is a serious security and fire safety violation and the
Contractor supervisory staff will be held responsible for any such condition.
17. Trash Removal
--- -------------
The contractor will remove all abandoned or unnecessary pipes, ducts, wire or
other construction and building material, packing or debris related to
demolition, trade work or the administration of General Conditions. Floor
surfaces will be protected, as necessary, to prevent damage by removal of this
material. Daily cleaning of the Construction Area is required.
Except for demolition debris, all waste materials should be deposited by the
contractors directly in the Building compactor or roll-off containers provided
by the Building. These containers shall be provided at no cost to the contractor
and their cost should not appear in the bid. If material is deposited in the
roll-off containers, the contractors shall tightly pack and compact the material
so it takes up the minimum room, failing which the contractor will be
backcharged for any underutilized container space at the prevailig rates.
Arrangements to order roll-off boxes should be made through the Office of the
Building.
18. HVAC Systems
--- ------------
The Contractor is responsible for balancing the HVAC systems including the Base
Building system to the satisfaction of Landlord and must provide a written
report of the balanced test results.
<PAGE>
222 South Riverside P1aza
Supplementary General Conditions
Page 7 of 10
19. Demolition Notes
--- ----------------
Prior to any demolition, the Contractor will walk through the space with the
building Chief Engineer to review items unique to that space. Demolition is to
be complete except as particularly noted otherwise. Plans of existing partitions
are available in the Office of the Building.
All demolition hauling must be done outside normal business hours and must be
scheduled in advance with the Office of the Building. Office of the Building
must be notified before 3:00 p.m.. the previous day of dumpster needs for the
next evening. The Building may tag or otherwise identify certain items to be
salvaged from demolition and returned to the custody of the Building. These
items will be placed by the contractor in the location stipulated by Landlord.
20. Public Corridor, Washroom Work
--- ------------------------------
Concurrent with the Work, the Building may be constructing public corridors and
remodeling restrooms on the floor. The Contractor will be responsible for
avoiding any undue interference with or damage to this work.
21. Asbestos Procedures (unabated floors)
--- -------------------
All Contractors working within the 222 South Riverside Plaza building have been
notified and acknowledge that non-friable asbestos is present in the Premises.
Specifically, columns and the beams and floor underside above the dropped
ceiling are coated with an asbestos-containing fire protection material.
Asbestos may also be present in existing pipe wrap and insulation, floor tile,
and other areas within the building. As a result, access to the ceiling plenum
is controlled. Every attempt should be made to minimize the amount of work to
occur above the dropped ceiling.
In the event that any alterations are made to the Premises under this agreement
which affect any area where asbestos is located, Contractor shall, at its sole
cost and expense, comply with: i) all laws, ordinances, regulations or
requirements of any governmental entity or authority concerning or regulating
the handling or removal of asbestos, and; ii) any asbestos abatement, management
or removal program adopted by Landlord. Landlord will identify asbestos work
needed when
<PAGE>
222 South Riverside P1aza
Supplementary General Conditions
Page 8 of 10
reviewing tenant's plans for such alterations, assuming typical conditions in
the building apply to the Premises uniformly.
The Landlord retains an outside consultant to do periodic air quality monitoring
to assure that the occupied spaces stay well below present regulatory
limitations for the concentration of asbestos fibers in the air. This consultant
is also charged with the review of tenant's alteration plans and specification
of work procedures for areas where tenant's work will impact the asbestos in
place. Contractor is obligated to follow any and all procedures established by
the consultant.
Asbestos Procedures for Minor Renovation:
-----------------------------------------
The following is a brief partial list of requirements applicable to all minor
work above the ceiling at 222 South Riverside Plaza. For purposes of this
policy, minor work is defined as follows:
A. Not more than ten square feet of ceiling tile removed in any
200 square foot area.
B. Existing asbestos-containing insulation will not be disturbed:
1. No hangers connected to underside of the slab above.
2. No demising partitions constructed or removed which
would require attachment or detachment of metal pan
from the underside of the slab above.
C. Drywall column cladding not disturbed or demolished.
In a construction situation where ALL of the above conditions apply, procedures
are as follows:
A. Medical approval required for each employee of Contractor and
all subcontractors.
B. All Workers must be trained for work around asbestos.
C. Ropes and stanchions must be set up restricting all areas
within twenty feet of any ceiling opening. Signs on the ropes
should identify the restriction and state that respirators are
required for entry into the area.
D. NIOSH - Approved Respirators must be worn at all times by all
workers working above the ceiling or within a restricted area.
E. A vacuum cleaner with a HEPA filter is required within the
<PAGE>
222 South Riverside P1aza
Supplementary General Conditions
Page 9 of 10
restricted area; the entire area, including all equipment,
furniture and workers should be vacuumed upon completion and
before leaving the area.
F. Compliance with OSHA, EPA and other applicable regulations is
required at all times.
G. Waste and debris from the restricted area should be wetted,
double bagged, labeled, drummed and disposed of as hazardous
waste.
H. All debris carrying equipment shall be sealed at any time it
enters the freight elevators, whether full or empty.
Asbestos Procedures for Major Renovations:
------------------------------------------
The following is a brief partial list of requirements applicable to all major
work above the ceiling at 222 South Riverside Plaza. For purposes of this
policy, major work is defined as follows:
A. More than ten square feet of ceiling tile removed in any 200
square foot area.
B. Existing asbestos-containing insulation will be disturbed:
1. Hangers connected to underside of the slab above.
2. Demising partitions constructed or removed which
would require attachment or detachment of metal pan
from the underside of the slab above.
C. Drywall column cladding disturbed or demolished.
In a construction situation where ANY of the above conditions apply, procedures
are as follows:
A. Medical approval required for each employee of Contractor and
all subcontractors.
B. All Workers must be trained for work around asbestos.
C. Respirators must be worn by all workers; NIOSH-approved,
cartridge type or better; disposable types not acceptable.
D. Ventilation system must be sealed off.
E. Area must be draped off with two layers of poly; double seal
entry.
F. Exhaust fan and HEPA filter to maintain negative pressure in
containment area.
<PAGE>
222 South Riverside Plaza
Supplementary General Conditions
Page 10 of 10
G. No smoking, eating, drinking or bringing of food or beverages
into the containment area.
H. Protective clothing, including head cover, required at all
times by all people entering the containment area.
I. All Waste and debris must be wetted, double bagged, labeled,
drummed and disposed of as hazardous waste.
J. A Vacuum cleaner with HEPA filter is required; no dry sweeping
within the work area is permitted.
K. Cooperation required with environmental consultant for air
sampling and personnel sampling.
L. Power tools contacting asbestos to be properly cleaned at the
end of each day.
M. Warning signs to be posted and personnel access restricted.
N. Area to be cleaned with wet cloths and HEPA vacuum until
certified by consultant as satisfactory to release from
asbestos control and occupancy by others.
0. Compliance with OSHA, EPA and other applicable regulations
required.
P. Suits will not be work outside of space.
Q. All debris-carrying equipment shall be sealed at any time they
enter the freight elevators.
<PAGE>
EXHIBIT C TO LEASE
------------------
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS
Cleaning Specifications
-----------------------
1. OFFICE AREAS
A. Nightly Schedule.
- Nightly cleaning operations will be scheduled to commence at
5:30 P.M. insofar as possible.
- Dust sweep hard surfaced flooring with specially treated
cloths to insure dust-free floors.
- Spot vacuum carpeted areas and rugs four (4) nights each week
and completely vacuum once each week moving light furniture
other than desks.
- Empty and clean wastepaper baskets and waste receptacles,
etc.; damp wipe as necessary.
- Remove waste paper and waste materials to designated areas in
the building using special janitor carriages.
- Dust and wipe clean desk equipment, window sills, desk tops,
chairs, filing cabinets, tables, bookcases, shelves, ledges,
and any other furniture or fixtures within reach.
- Clean and sanitize drinking fountains and water coolers.
- Spot clean to remove dirt, fingermarks, smudges, etc., from
doors, doorframes, switch plates, light switches, wall and
glass areas adjacent to doors, push plates, handles railings,
etc.
- Upon completion of the nightly chores, all lights shall be
turned off, doors locked, and offices left in a neat, orderly
condition. Slop sinks, etc., shall be cleaned thoroughly and
cleaning equipment stored in a central location.
C-1
<PAGE>
B. Periodic Schedule.
- Dust baseboards, chair rails trim, louvers, moldings and other
"low-dust" once per week.
- Do high dusting approximately every three (3) months which
includes the following:
- Dust pictures, frames, charts, graphs and similar wall
hangings not reached in nightly cleaning.
- Dust exterior of lighting fixtures, overhead pipes,
sprinklers, etc.
- Dust partitions, ventilating louvers, vents, walls, trim, etc.
not reached in night cleaning.
- Dust tops of cabinet, files, etc. not reached in nightly
cleaning.
- Dust venetian blinds and window frames; vacuum draperies.
- Strip and refinish resilient tile flooring approximately every
three (3) months.
2. PUBLIC LAVATORIES.
A. Nightly Schedule.
- Sweep and wash flooring with approved germicidal detergent
solution.
- Wash and polish mirrors, powder shelves, bright work, etc.,
including flushometers, piping and toilet seat hinges.
- Wash both sides of toilet seats, wash basins, bowls and
urinals with approved germicidal detergent solution.
- Dust and wipe clean partitions, tile walls, dispensers, doors,
receptacles, etc. with special attention to areas behind sinks
and around urinals, etc. Remove graffiti.
- Empty and clean towel and sanitary disposal receptacles and
remove waste material and refuse to a designated area in the
building using special janitor carriages.
C-2
<PAGE>
- Fill toilet tissue, soap, towel and sanitary napkin dispensers
to full capacity with supplies.
B. Periodic Schedule.
- Wash partitions, tile walls, ceilings and enamel painted
surfaces with approved germicidal detergent solution once per
month.
- Do high dusting and clean lighting fixtures once per month.
- Machine scrub flooring with approved germicidal detergent
solution as necessary once per month.
C-3
<PAGE>
EXHIBIT D TO LEASE
------------------
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS
Rules and Regulations
---------------------
1. Lessee shall not make any room-to-room canvas to solicit business
from other tenants in the Building and shall not exhibit, sell or offer to sell,
use, rent or exchange any item or services in or from the Demised Premises
unless ordinarily included within Lessee's use of the Demised Premises as
specified in the Lease.
2. Lessee shall not make any use of the Demised Premises which may be
dangerous to person or property or which shall increase the cost of insurance or
require additional insurance coverage.
3. Lessee shall not paint, display, inscribe or affix any sign,
picture, advertisement, notice, lettering or direction or install any lights on
any part of the outside or inside of the Building, other than the Demised
Premises, and not on any part of the inside of the Demised Premises which can be
seen from outside the Demised Premises, except as approved by Lessor in writing.
4. Lessee shall not use the name of the Building in advertising or
other publicity, except as the address of its business, and shall not use
pictures of the Building in advertising or publicity.
5. Lessee shall not obstruct or place objects on or in sidewalks,
entrances, passages, courts, corridors, vestibules, halls, elevators and
stairways in and about the Building. Lessee shall not place objects against
glass partitions or doors or windows or adjacent to any open common space which
would be unsightly from the Building corridors or from the exterior of the
Building.
6. Bicycles shall not be permitted in the Building other than in
locations designated by Lessor.
7. Lessee shall not allow any animals, other than seeing eye dogs, in
the Demised Premises or the Building.
8. Lessee shall not disturb other tenants or make excessive noises,
cause disturbances, create excessive vibrations, odors or noxious fumes or use
or operate any electrical or electronic devices or other devices that emit
excessive sound waves or are dangerous to other tenants of the Building or that
would interfere with the operation of any device or equipment or radio or
television broadcasting or reception from or within the Building or elsewhere,
and shall not place
D-1
<PAGE>
or install any projections, antennae, aerials or similar devices outside of the
Building or the Demised Premises.
9. Lessee shall not waste electricity or water and shall cooperate
fully with Lessor to assure the most effective operation of the Building's
heating and air conditioning and shall refrain from attempting to adjust any
controls except for the thermostats within the Demised Premises. Lessee shall
keep all doors to the Demised Premises closed.
10. Unless Lessee installs new doors to the Demised Premises, Lessor
shall furnish two sets of keys for all doors to the Demised Premises at the
commencement of the Term. All locks must be on building master key system. When
the Lease is terminated, Lessee shall deliver all keys to Lessor and will
provide to Lessor the means of opening any safes, cabinets or vaults left in the
Demised Premises.
11. Except as otherwise provided in the Lease, Lessee shall not install
any signal, communication, alarm or other utility or service system or equipment
without the prior written consent of Lessor.
12. Lessee shall not use any draperies or other window coverings
instead of or in addition to the Building standard window coverings designated
and approved by Lessor for exclusive use throughout the Building.
13. Lessor may require that all persons who enter or leave the Building
identify themselves to watchmen, by registration or otherwise. Lessor, however,
shall have no responsibility or liability for any theft, robbery or other crime
in the Building. Lessee shall assume full responsibility for protecting the
Demised Premises, including keeping all doors to the Demised Premises locked
after the close of business.
14. Lessee shall not overload floors; and Lessee shall obtain Lessor's
prior written approval as to size, maximum weight, routing and location of
business machines, safes, and heavy objects. Lessee shall not install or operate
machinery or any mechanical devices of a nature not directly related to Lessee's
ordinary use of the Demised Premises.
15. In no event shall Lessee bring into the Building inflammables such
as gasoline, kerosene, naphtha and benzene, or explosives or firearms or any
other articles of an intrinsically dangerous nature.
16. Furniture, equipment and other large articles may be brought into
the Building only at the time and in the manner designated by Lessor. Lessee
shall furnish Lessor with a list of furniture, equipment and other large
articles which are to be removed from the Building, and Lessor may require
permits before allowing anything to be moved in or out of the Building.
Movements of Lessee's property into or out of the Building and within the
Building are entirely at the risk and responsibility of Lessee.
D-2
<PAGE>
17. No person or contractor, unless approved in advance by Lessor,
shall be employed to do janitorial work, interior window washing, cleaning,
decorating or similar services in the Demised Premises.
18. Lessee shall not use the Demised Premises for lodging, cooking
(except for microwave reheating and coffee makers) or manufacturing or selling
any alcoholic beverages or for any illegal purposes.
19. Lessee shall comply with all safety, fire protection and evacuation
procedures and regulations established by Lessor or any governmental agency.
20. Lessee shall cooperate and participate in all reasonable security
and safety programs affecting the Building.
21. Lessee shall not loiter, eat, drink, sit or lie in the lobby or
other public areas in the Building. Lessee shall not go onto the roof of the
Building or any other non-public areas of the Building (except the Demised
Premises), and Lessor reserves all rights to control the public and non-public
areas of the Building. In no event shall Lessee have access to any electrical,
telephone, plumbing or other mechanical closets without Lessor's prior written
consent.
22. Lessee shall not use the freight or passenger elevators, loading
docks or receiving areas of the Building except in accordance with regulations
for their use established by Lessor.
23. Lessee shall not dispose of any foreign substances in the toilets,
urinals, sinks or other washroom facilities, nor shall Lessee permit such items
to be used other than for their intended purposes; and Lessee shall be liable
for all damage as a result of a violation of this rule.
24. In no event shall Lessee allow its employees to use the public
areas of the Building as smoking areas. Washrooms are considered to be public
areas.
D-3
<PAGE>
EXHIBIT E TO LEASE
------------------
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS
Operating Expense Exclusions
----------------------------
1. Expenses for painting, redecorating or other work which Lessor performs
at its expense for Lessee or any other tenant in tenant areas of the
Building, other than painting, redecorating or other work which is
standard for or periodically performed in the Building.
2. Expenses for repairs or other work occasioned by fire, windstorm or
other casualty (other than damages to plate glass) normally insured
under standard risk insurance.
3. Expenses incurred in leasing or procuring new tenants (including lease
commissions, advertising expenses and expenses of renovating space for
new tenants).
4. Legal expenses in enforcing the terms of this Lease.
5. Interest or amortization payments on any mortgage or mortgages and
rental under any ground or underlying lease or leases.
6. Wages, salaries or other compensation paid for clerks or attendants in
concessions or newsstands operated by Lessor.
7. Any expenditure deemed to be a capital expenditure under generally
accepted accounting principles, including, without limitation, the cost
of replacing the HVAC system for the Building (collectively, "Capital
Costs"), except for costs of any improvement(s): (a) required by
changes in applicable laws or regulations enacted after the date of
this Lease; (b) designed to enhance life safety (unless required by a
law or regulation which is enacted prior to the date hereof), and (c)
designed to produce savings in other Operating Expenses provided, that
(i) such cost is evenly amortized by Lessor over the useful life of the
capital improvement, with interest on the unamortized amount at the
corporate base rate of The First National Bank of Chicago in effect on
the date of installment of the capital improvement, or in the event The
First National Bank of Chicago is not then in existence, the corporate
base rate of the largest Chicago-based commercial bank in effect on the
date of installment of the capital improvement, (ii) such amortized
costs (including interest as aforesaid) are only included in Operating
Expenses for that portion of the useful life of the capital improvement
which falls within the Term, and (iii) all elements of such projection
are computed in accordance with generally accepted accounting
principles and practices in effect at the time the capital improvement
is proposed to be made; provided, however, notwithstanding the
foregoing, Capital Costs such as adding or deleting floors, developing
or improving plazas, or replacing the
E-1
<PAGE>
materials located on the exterior walls or surfaces of the Building
shall not be included as Operating Expenses under any circumstances.
8. Costs, other than those incurred in ordinary maintenance, for
sculpture, paintings or other objects of art.
9. Expenses for replacement of any item covered under a warranty, but only
to the extent of net proceeds actually received by Lessor in connection
with any such warranty.
10. Fines or penalties incurred by Lessor due to Lessor's violation of any
federal, state, or local law or regulation and any interest or
penalties due for late payment by Lessor of any of the Operating
Expenses.
11. Costs of correcting defects in or inadequacy of the initial design or
construction of the Building.
12. Costs arising from the negligence or fault or intentional act or
omission of Lessor or its employees or agents.
13. Costs for which Lessor is reimbursed directly by Lessee or any other
tenant or occupant of the Building or by its insurance carrier or by
any tenant's carrier or by anyone else.
14. Expenses for any item or service which Lessee pays directly.
15. The expense of services provided to other tenants in the Building which
services are not made available to Lessee or which are made available
to Lessee at a cost or for which Lessee is separately charged.
16. Executive salaries above the grade of building/general manager, and the
wages and benefits of any employee (a) who is not under the direct
control of the manager, property operations, or (b) who is under the
direct control of the building manager but who does not devote
substantially all of his or her time to the Building unless in the case
of clause (b) such wages and benefits are prorated to reflect time
spent on operating and managing the Building vis-a-vis time spent on
matters unrelated to operating and managing the Building.
17. Costs associated with the operation of the business entity which
constitutes Lessor (as the same are distinguished from the costs of
operation of the Building) including partnership accounting and legal
matters, and land trust fees.
18. The cost of insurance carried by Lessor in excess of the coverage and
amounts of insurance typically carried by prudent landlords in Chicago
for first class office buildings.
E-2
<PAGE>
19. Any expenses of bringing the Building into compliance with the
Americans with Disabilities Act, as it exists as of the date of this
Lease.
20. The cost of services provided to, or other expenses incurred in
connection with, any specialty facility, such as an observatory,
broadcast facility, luncheon club, athletic or recreational club,
cafeteria or other facility (a) if such facility is operated by Lessor
or an affiliate of Lessor with the intent of producing a profit or
intended primarily as a marketing inducement, (b) to the extent, if
any, such facility is provided services materially in excess of
services of the same nature provided to, or costs incurred in
connection with, Lessee, or (c) if the square footage occupied by such
facility is not included in the computation of the Rentable Area of the
Building. Notwithstanding the foregoing, the costs of providing the
concierge service for the Building shall be included in Operating
Expenses.
21. Costs arising from the removal or abatement of asbestos in the
Building.
22. Any amounts paid to Lessor or to subsidiaries or affiliates of Lessor
for goods supplied to the Building or services in the Building to the
extent the same exceed the costs of such goods or services rendered by
unaffiliated third parties on a competitive basis; including without
limitation management fees paid to such subsidiaries or affiliates to
the extent the same exceed the market rate from time to time for
comparable office buildings in downtown Chicago.
E-3
<PAGE>
EXHIBIT F TO LEASE
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222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS
14th Floor Reserved Space
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[BLUEPRINT]
F-1
<PAGE>
EXHIBIT G TO LEASE
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222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS
Possible Expansion Area - 7th Floor
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[BLUEPRINT]
G-1
