EXHIBIT 10.30
SUB-SUBLEASE AGREEMENT
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This Sub-Sublease Agreement (the "Sub-Sublease") is made as of December 27,
1996, by and between BROOKDALE LIVING COMMUNITIES OF ILLINOIS, INC., a Delaware
corporation ("Sub-Sublandlord"), and HALLMARK PARTNERS L.P., an Illinois limited
partnership ("Sub-Subtenant").
RECITALS:
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A. Sub-Sublandlord is the sublessee of that certain premises (the
"Premises") commonly known as 0000 Xxxxx Xxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx,
pursuant to that certain Sublease Agreement (hereinafter referred to as the
"Sublease") dated December 27, 1996, with Brookdale Living Communities of
Illinois, Inc., a Delaware corporation ("Sublandlord") which is attached hereto
as EXHIBIT A.
B. Sub-Sublandlord desires to sub-sublease the Premises to Sub-Subtenant
and Sub-Subtenant desires to sub-sublease the Premises from Sub-Sublandlord, for
the term and upon the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Demise. Sub-Sublandlord hereby sub-subleases the Premises to Sub-
Subtenant, and Sub-Subtenant hereby accepts and sub-subleases the Premises from
Sub-Sublandlord, for the term and upon the conditions set forth herein.
2. Term. The term of this Sub-Sublease shall commence on December 27,
1996, and shall end on December 31, 2019, unless sooner terminated as
hereinafter provided.
3. Sublease Incorporated. This Sub-Sublease is subject and subordinate to
the terms of the Sublease, and all of the provisions of the Sublease are
explicitly incorporated herein by reference and made a part hereof. Provided
however, no consent, waiver, amendment, or other change by Sublandlord of Sub-
Sublandlord's obligations and liabilities as tenant under the Sublease shall
modify Sub-Subtenant's obligations and liabilities to Sub-Sublandlord hereunder
unless Sub-Subtenant and Sub-Sublandlord shall have agreed in writing that such
consent, waiver, amendment or change shall be effective hereunder. Unless the
context requires otherwise, (i) references in the Sublease to Sublandlord shall
refer to Sub-Sublandlord, and (ii) references in the Sublease to SubLessee shall
refer to Sub-Subtenant. Sub-Subtenant expressly assumes toward Sub-Sublandlord
and agrees to
perform all of the obligations, responsibilities and covenants as tenant under
the Sublease.
Notwithstanding the incorporation herein of the Sublease, Sub-Sublandlord
shall not have any responsibility or liability to Sub-Subtenant on account of
any act or omission of Sublandlord, any default by Sublandlord under or breach
by Sublandlord of any term, covenant or condition of the Sublease, or any
failure by Sublandlord to perform any of its obligations under the Sublease.
Provided however, Sub-Sublandlord covenants and agrees that in the event of a
breach by Sublandlord under the Sublease, either it shall take all necessary
actions and pursue all rights and remedies set forth in the Sublease (all to be
at the sole cost and expense of Sub-Subtenant), or it shall permit Sub-Subtenant
in the name of Sub-Sublandlord as tenant under the Sublease to pursue all rights
and remedies set forth in the Sublease. Additionally, except as expressly set
forth herein, any right and remedy available to Sub-Sublandlord as tenant under
the Sublease shall be available to Sub-Subtenant under this Sub-Sublease as to
the extent permitted under the Sublease.
4. Property Located in or about the Sub-Subleased Premises. All
improvements, fixtures, equipment and personal property in or about the Premises
shall be in or about the Premises at the sole risk of Sub-Subtenant, and Sub-
Sublandlord shall have no liability for loss or damage to such fixtures,
equipment or property from any cause whatsoever.
5. Surrender. At the termination of this Sub-Sublease, by lapse of time
or otherwise, Sub-Subtenant shall surrender possession of the Premises to Sub-
Sublandlord and deliver all keys to the Premises and all locks therein to Sub-
Sublandlord and make known to Sub-Sublandlord the combination of all combination
locks in the Premises and shall return the Premises and all equipment and
fixtures to Sub-Sublandlord in broom clean condition and in as good condition as
Sub-Subtenant originally took possession, normal wear and tear excepted, failing
which Sub-Sublandlord may restore the Premises and such equipment and fixtures
to such condition and the Sub-Subtenant shall pay the cost thereof to Sub-
Sublandlord on demand.
6. Indemnification. Sub-Subtenant agrees, to the extent not expressly
prohibited by law, to pay, and to protect, indemnify and save harmless Sub-
Sublandlord, and its shareholders, directors, officers, employees and agents
from and against, any liabilities, damages, costs or expenses (including, but
not limited to, attorneys' fees and expenses, including all costs of litigation
through post-judgment and appellate proceedings, if any) of any nature
whatsoever which may be imposed upon, incurred by, or asserted against Sub-
Sublandlord by reason of (a) any accident, injury to, or death of any person or
any damage to property occurring on or about the Premises, or (b) any breach by
Sub-
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Subtenant of any term or condition of the Sublease or this Sub-Sublease or any
failure by Sub-Subtenant to perform or comply with any of the terms of the
Sublease, or of this Sub-Sublease, or of any restrictions, statutes, laws,
ordinances or regulations affecting the Premises or any part thereof.
7. Insurance. Sub-Subtenant shall include Sub-Sublandlord and its
shareholders, directors, officers, agents and employees, as additional named
insureds under all insurance policies required under the terms of the Sublease
and under all insurance policies which Sub-Subtenant may carry with respect to
the Premises, any property located thereon, or with respect to any claim or
accident arising on or about the Premises. Prior to the commencement of the
term of this Sub-Sublease, Sub-Subtenant shall deliver to Sub-Sublandlord
certified copies of the policies of such insurance and certificates showing such
policies to be valid and in effect. Any rights of settlement allocated to Sub-
Sublandlord as tenant under the Sublease shall be the rights of Sub-Sublandlord
hereunder.
8. Defaults. It shall be an Event of Default hereunder if:
a. Sub-Subtenant shall fail to pay when due any payments required to
be made as described in the Sublease; or
b. Sub-Subtenant shall fail to keep or perform any one or more of the
other terms, conditions, covenants or agreements of this Sub-Sublease or of
the Sublease.
9. Sub-Sublandlord's Remedies. In the event of a breach or threatened
breach by Sub-Subtenant of any of the covenants, agreements, terms or conditions
which are contained herein or in the Sublease herein, Sub-Sublandlord, in
addition to or, at its option, in lieu of, any or all other remedies provided
for herein or in the Sublease, shall be entitled to enjoin such breach or
threatened breach.
10. Tenant Improvements. The Premises are leased to Sub-Subtenant in
their strictly "as is" condition and Sub-Sublandlord shall have no duty or
obligation to construct any improvements or perform any work in or about the
Premises.
11. Alterations. Sub-Subtenant shall make no alterations or improvements
to the Premises except in accordance with the requirements of the Sublease, and
except with the prior written consent of Sub-Sublandlord. Upon the request of
Sublandlord and/or Sub-Sublandlord upon the expiration of the term of this Sub-
Sublease, whether by lapse of time or otherwise, any
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such alterations shall be removed by Sub-Subtenant, at the sole cost and expense
of Sub-Subtenant, and the Premises shall be restored, at the sole cost and
expense of Sub-Subtenant, to its original condition at the commencement of this
Sub-Sublease (ordinary wear and tear excepted).
12. Notices. All notices and demands hereunder shall be in writing and
shall be served in person, by prepaid certified United States Mail, return
receipt requested, or by nationally recognized overnight courier, as follows:
If to Sub-Sublandlord:
____________________________
____________________________
____________________________
With a copy to:
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxx, Esq.
If to Sub-Subtenant:
____________________________
____________________________
____________________________
Such notices shall be deemed served when delivered, if served in person, or two
(2) business days after the date mailed, if mailed, or on the next business day
after delivery to a nationally recognized overnight courier service. Either
party may change the address for notices to it by a notice given as described
herein. All notices received by Sub-Sublandlord from Sublandlord shall promptly
be delivered to Sub-Subtenant.
13. Brokers. Sub-Subtenant represents that Sub-Subtenant has not dealt
with any broker, finder or like third party in connection with the sub-sublease
of the Premises. Sub-Subtenant hereby agrees to indemnify, defend and hold Sub-
Sublandlord, its shareholders, directors, officers, employees and agents
harmless from and against any and all loss, cost, liability or obligations
(including attorneys' fees and all costs of litigation through and including
post-judgment and appellate proceedings, if any) related to any fees or
commissions claimed by any party to the extent such claims are based on the acts
or agreements of Sub-Subtenant.
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14. Miscellaneous.
a. Sub-Sublandlord and its agents shall have the right of access to the
Premises at all reasonable times, and after delivering oral or written notice to
Sub-Subtenant, in order to inspect or exhibit the Premises.
b. This Sub-Sublease contains the entire agreement between the parties
hereto, and shall not be modified in any manner except by a writing signed by
the party against which such modification is sought to be enforced.
c. The agreements, terms, covenants, and conditions herein shall bind and
inure to the benefit of Sub-Sublandlord and Sub-Subtenant and their respective
heirs, personal representatives, successors, and except as otherwise provided
herein, their assigns.
d. Each of the indemnifications contained in this Sub-Sublease shall
survive the expiration or earlier termination of this Sub-Sublease.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Sub-Sublease as of the
day and year first above written.
SUB-SUBLANDLORD:
BROOKDALE LIVING COMMUNITIES OF ILLINOIS,
INC., a Delaware corporation
/s/ Xxxx X. Xxxxxxx
By:_______________________________
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
SUB-SUBTENANT:
HALLMARK PARTNERS, L.P., an Illinois
limited partnership
By: PRIME HALLMARK, INC., General Partner
/s/ Xxxx X. Xxxxxxx
By:____________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President
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EXHIBIT A
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[See Sublease Agreement filed as Exhibit 10.29]
