EXHIBIT NUMBER (10)(xvi)(6)
TO 1995 FORM 10-K
SIXTH AMENDMENT TO AGREEMENT OF LEASE
This Sixth Amendment to Agreement of Lease (the "Amendment") is entered
into by and between American National Bank and Trust Company of Chicago, not
individually, but solely as Trustee under Trust Agreement dated April 5, 1990
and known as Trust No. 110513-07 ("Landlord") and The Northern Trust Company, an
Illinois banking corporation ("Tenant") as of this 30th day of November, 1995.
WITNESSETH: THAT
WHEREAS, American National Bank and Trust Company of Chicago, Trust No.
65287 and Tenant are parties to a certain Agreement of Lease dated August 27,
1985; and
WHEREAS, the Agreement of Lease was amended by (i) that certain First
Amendment to Agreement of Lease dated as of August 15, 1986, (ii) that certain
Second Amendment to Agreement of Lease dated as of August 6, 1987, (iii) that
certain Third Amendment to Agreement of Lease dated as of May 20, 1988, (iv)
that certain Fourth Amendment to Agreement of Lease dated as of May 1, 1990, and
(v) that certain Fifth Amendment to Agreement of Lease dated as of January 12,
1995 (as amended, the "Lease"); and
WHEREAS, the Lease was assigned by American National Bank and Trust Company
of Chicago, Trust No. 65287 to Landlord by assignment dated April 6, 1990; and
WHEREAS, a dispute has arisen between Tenant and Landlord concerning the
proper interpretation of the Rent Adjustment provisions in paragraph 5B of the
Lease; and
WHEREAS, Landlord and Tenant desire to further amend the Lease as
hereinafter set forth to clarify paragraph 5B and to resolve their disputes with
respect thereto.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Paragraph 5A of the Lease is hereby amended to add the following
subparagraphs 5A(x) and 5A(xi):
(x) "Adjusted Annual Base Rent" means Annual Base Rent as
adjusted by the Rent Adjustment made pursuant to paragraph 5 of the
Lease.
(xi) "Incremental Rent Adjustment" means the portion of the Rent
Adjustment for the Subject Lease Year which is in excess of the Rent
Adjustment that was added to Annual Base Rent the preceding Lease
Year.
2. Paragraph 5B of the Lease is hereby deleted and the following inserted
in lieu thereof:
B. Rent Adjustments. The Annual Base Rent (excluding the 16th floor
Annual Base Rent and the 4th floor Annual Base Rent) for each and every
Lease Year during the term of this Lease (the "Subject Lease Year") shall
be adjusted (subject to the limitations herein set forth ) as follows (the
"Rent Adjustment"):
(i) For the Base Year, an amount equal to an increase of $1.00
per RSF, which is a one time adjustment that shall be added to Annual
Base Rent in the Base Year only; and
(ii) For each Lease Year thereafter, an amount equal to $.90 per
RSF plus thirty percent (30%) of the product of (a) the Annual Base
Rent (excluding the 16th floor Annual Base Rent and the 4th floor
Annual Base Rent) plus $.90 per RSF, multiplied by (b) the percentage
change (positive or negative) of the CPI for January of the Subject
Lease Year over the CPI for the first full month of the Base Year;
provided, however, that for any Lease Year the Incremental Rent
Adjustment shall not exceed three percent (3%) of the Adjusted Annual
Base Rent (excluding the 16th floor Annual Base Rent and the 4th floor
Annual Base Rent) for the immediately preceding Lease Year. Any
abatement in Annual Base Rent or Rent Adjustments provided by this
Lease
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shall be applied to reduce the amount due and owing by Tenant after the
amount of the Rent Adjustment for the Subject Year has been determined
without regard to any past or present abatements. Neither the
calculation of the amount of any Rent Adjustment nor the calculation of
any limit on the amount of the Rent Adjustment provided in this
paragraph shall include consideration of abatements in any component of
the calculation.
3. As an aid to the interpretation of paragraph 5B of the Lease, attached
as Exhibit A to this Amendment are sample calculations of the CPI adjustment.
4. As amended herein, the Lease shall remain in full force and effect and,
except as expressly amended herein, shall be unaffected hereby. In the event of
any conflict between the provisions of this Amendment and the provisions of the
Lease, the provisions of this Amendment shall control.
5. This Sixth Amendment to Agreement of Lease is executed by American
National Bank and Trust Company of Chicago, not personally, but in the exercise
of the power and authority conferred upon and vested in it as Trustee of Trust
No. 110513-07. It is expressly understood and agreed that nothing herein shall
be construed as creating any liability whatsoever against Trustee, personally;
and in particularly, without limiting the generality of the foregoing, there
shall be no personal liability to pay any indebtedness accruing hereunder or to
perform any covenant, either express or implied, herein contained, or to keep,
preserve, or sequester any property and all personal liability of every sort, if
any, is hereby expressly waived by said Tenant and by every person now or
hereafter claiming any right or security hereunder; and that, so far as
the Trustee is concerned, the owner of any indebtedness or liability accruing
hereunder shall look solely to the assets of said Property and the proceeds
thereof for the payment thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
executed as of the day and year first above written.
LANDLORD: TENANT:
AMERICAN NATIONAL BANK AND THE NORTHERN TRUST COMPANY
TRUST COMPANY OF CHICAGO, not
individually, but solely as
Trustee under Trust Agreement
dated April 5, 1990 and known
as Trust No. 110513-07 By: /s/ Xxxxx XxXxxxxx
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By: Title: Vice President
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Title:
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Attest:
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Secretary
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Exhibit A to Sixth Amendment to Agreement of Lease
Sample CPI Rent Adjustment Calculation for Paragraph 5 of the Lease, as amended
Year Year Year Year
1 2 3 4
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A. Annual Base Rent 4,000,000.00 4,000,000.00 4,000,000.00 4,000,000.00
B. Para 5Bi Annual Rent Adjustment 200,000.00 180,000.00 180,000.00 180,000.00
Para 5Bii Annual Rent Adjustment
C. Annual Base Rent + 5Bi Annual Rent -------------------------------------------------------
Adjustment A+B 4,200,000.00 4,180,000.00 4,180,000.00 4,180,000.00
D. Base Year CPI 126.50 126.50 126.50 126.50
E. Current Year CPI NA 135.00 150.00 160.00
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F. Change in CPI for Subject Lease Year
over Base Year (E-D)/D NA 0.067 0.186 0.265
G. Rent Adjustment (Base Year to Subject
Year) 30% x C x F 84,018.00 233,244.00 332,310.00
Para 5Bii Annual Rent Adjustment Calc:
H. Incremental Rent Adjustment Subject Year G - Prev Year J 84,018.00 149,228.00 120,371.46
I. Annual Cap Amount (3% of Prev. Year
Adj. Annual Base Rent) 3% x Prev Year K 126,000.00 127,920.54 131,758.16
Cap Application If H > I Cap Applies Cap Not Appl Cap Applies Cap Not Appl
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J. Subject Lease Year Rent Adjustment If Cap Not Appl: G 84,018.00 211,938.54 332,310.00
If Cap Applies: I + Prev. Year J
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K. Adjusted Annual Base Rent A+B+J 4,200,000.00 4,264,018.00 4,391,938.64 4,512,310.00
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