Exhibit 10.2
LEASE AGREEMENT
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THIS LEASE is made the 6th day of February, 1981.
THE PARTIES ARE:
XXXXXX XXXXX, 00 Xxxxx XxXxxxx, Xxxxxx, Xxxxx #000, Xxxxxxx, Xxxxxxxx
00000
--"landlord";
and, GLENVIEW GUARANTY SAVINGS & LOAN ASSOCIATION, 000 Xxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxx 00000
--"tenant."
THE DEMISED PREMISES ARE:
THAT PART of the three-story office building and facility to be
constructed by landlord in accordance with the plans and
specifications set forth in Exhibit A ("the improvements") and of the
land legally described in Exhibit B, the improvements and the said
land being herein jointly referred to as "the premises," the aforesaid
PART being described in detail in Exhibit C.
LANDLORD, for and in consideration of the payment of the rent and the
performance of the covenants and agreements by tenant herein contained, does
hereby lease to tenant, and tenant does hereby lease from landlord, the demised
premises.
ARTICLE ONE
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Term, Commencement Date, Construction and Security Deposit
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Section 1-1. Term. The term of this lease shall be for the period commencing on
the commencement date as hereinafter set forth and expiring without further
notice or act the last day of the tenth year after the commencement date with
two (2) five (5)-year renewable options.
Section 1-2. Commencement Date. The commencement date shall be the date upon
which the improvements are substantially completed in accordance with the plans
and specifications set forth in Exhibit A and certified by landlord's architect
or by the proper municipal authorities by the granting of a certificate of
occupancy if such certificate is required by applicable municipal ordinances.
Landlord shall advise tenant in writing of the commencement date not less than
thirty (30) days prior thereto.
Section 1-3. Construction of Building, Delivery of Possession. Within a
reasonable time after the date hereof, landlord, subject to the provisions
herein as they may relate to cost and expenses to be paid by tenant, if any, and
subject to landlord obtaining financing for funding the development and
construction of the premises, at landlord's cost and expense, shall begin and
prosecute the erection of the office building and facility referred to in this
lease and shall complete the same in accordance with the plans and
specifications set forth in Exhibit A.
Any work provided to be done under the plans and specifications which shall not
have been completed at the commencement date, shall be promptly completed by
landlord and if not completed within sixty (60) days after the delivery of
possession, tenant may after seven (7) days' prior written notice to landlord
complete the same and deduct the cost thereof from the rent for the next ensuing
month or months. Should the work completed by tenant deviate from the plans and
specifications, then tenant shall correct said work to conform with the plans
and specifications within sixty (60) days from the date of written notice.
Should tenant not correct said work within the sixty (60)-day period, then
landlord may either declare the lease in default or may make said corrections
and tenant shall immediately reimburse landlord for all cost incurred.
Notwithstanding the declaration of default by landlord, tenant shall be
responsible for all costs incurred by landlord in conforming said work to the
plans and specifications.
To see if the improvements are being built in accordance with the plans and
specifications set forth in Exhibit A, tenant, tenant's representatives and
engineers, shall have access to the improvements at all times during the
construction thereof for the purpose of making inspections of the work.
It is anticipated that the improvements will be substantially completed within
one year from the date hereof; however, landlord and tenant each acknowledge to
the other and agree that said date is only a "target date" and that inability to
complete by that date for any reason shall not nullify or otherwise affect the
validity and enforceability of this lease. Tenant shall and hereby does agree
that if, for any reason whatsoever, landlord is unable to complete the
development and construction of the premises and so informs tenant, then, in
that event, this lease shall be null and void and tenant shall release landlord
and landlord shall release tenant from all covenants and agreements contained
herein.
Section 1-4. Options to Extend Term. If the sale of the condominium unit does
not take place as contemplated by landlord's development as set forth herein in
Section 4-15, then, in that event, landlord does hereby grant to tenant the
right, privilege
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and option to extend this lease for a period of five (5) years from the date of
expiration of the term hereof, upon the same terms and conditions as herein
contained, including the additional rent as provided in this lease, upon written
exercise of such option to the landlord by tenant given at least one hundred
eighty (180) days prior to the expiration of the term hereof.
Section 1-5. Security Deposit. Tenant shall deposit with landlord the sum of Two
Thousand Seven Hundred Two and 50/100 Dollars ($2,702.50) as security deposit
for the performance of each and every covenant and provision of this lease and
covenants to maintain said deposit until the termination of this lease. At the
termination of this lease, provided possession of the premises is returned to
landlord in the same condition as exists at the date of commencement, reasonable
wear and tear expected, said deposit shall be returned to tenant.
ARTICLE TWO
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Base Rental and Rental Adjustments
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Section 2-1. Base Rent. Tenant shall pay to landlord as aggregate base rent for
the demised premises a sum determined as follows:
(a) net rentable area is 2,350 square feet (including drive-up
appendage);
(b) common area factor is 1.20;
(c) gross rentable area is 2,820 square feet (2,350 square feet, net
rentable area X 1.20, common area factor);
(d) the base rent per gross square foot is $11.50;
(e) total base rent per year is $32,430.00 ($11.50 X 2,820 square
feet, gross rentable area); and,
(f) aggregate base rent is $324,300.00, total base rent per year X
ten (10) years, the term of this lease.
Base rent per month of $2,702.50, being the total base rent per year divided by
12 months, shall be payable by tenant to landlord monthly.
Section 2-2. Adjustment to Base Rent. Base rent as determined Section 2-1 shall
be adjusted as follows:
(a) commencing on the first day of the first full year following the
commencement date of this lease, for said first year and for each
year or part thereof thereafter during the
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remainder of the term, including any extensions or renewals
thereof, the base rent as determined in this Section 2-2, as
adjusted in the preceding paragraph, shall be increased, and
shall be payable as herein provided, by the same percentage as
the increase in direct expenses paid or incurred by landlord on
account of the operation and/or maintenance of the premises (as
defined in Section 2-5) in the first preceding year over the
direct expenses paid or incurred by landlord on account of the
operation and/or maintenance of the premises (as defined in
Section 2-5) in the second preceding year;
(b) in addition to the base rent, as adjusted, tenant shall pay
directly to landlord as additional rent, the following:
(i) expenses attributable to improvements made specifically for
tenant (as set forth in Exhibit D), if any, directly related
to tenant's occupancy and use:
(aa) all property and other taxes, if any, now and hereafter
levied or assessed;
(bb) all insurance premiums;
(cc) all maintenance and repairs;
(dd) all heating, electrical and other utility services
directly zoned and separately metered;_
(ee) all structural repairs; and,
(ff) other expenses, if any.
(ii) expenses directly attributable to tenant's occupancy and
use:
(aa) all heating, electrical and other utility services
directly zoned and separately metered;
(bb) all non-structural repairs;
(cc) telephone services; and,
(dd) other expenses, if any.
(iii) expenses indirectly related to tenant's occupancy and use
which expenses tenant shall pay for the period beginning on
the commencement date and ending on the last day of each
full year following commencement date and each full year
thereafter during the remainder
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of the term, including any extensions or renewals thereof:
(aa) a proportion of all property taxes paid in excess of
$1.00 per gross square foot of building area after
deduction of such taxes attributable to improvements,
if any, directly related to tenant's occupancy and use
as provided in subparagraph (i)(aa) of this paragraph
(b) of this Section; and,
(bb) a proportion of any increase in insurance premiums paid
or incurred by landlord after the deduction of such
premiums attributable to the improvements, if any,
directly related to tenant's occupancy and use as
provided in subparagraph (i)(bb) of this paragraph (b)
of this Section.
The word "proportion" as hereinabove used shall be deemed to
mean that tenant's expense shall be determined on a prorata
basis which is tenant's percentage of net rentable area
occupied in relation to total net rentable area contained in
the building which is a part of the premises.
(iv) the cost of improvements, if any, to be constructed by
landlord in accordance with the plans and specifications set
forth in Exhibit D attached hereto and by this reference
made a part hereof, amortization of said cost to be paid
monthly by tenant as a fixed sum on one of the two following
bases:
(aa) if the permanent mortgage lender commits an additional
amount for the improvements over and above the total
amount it would commit for a general office building,
then the cost of such improvements shall be amortized
over the term of the permanent mortgage; or,
(bb) if the permanent mortgage lender does not commit an
additional amount for the improvements and landlord
must secure an additional loan or loans for such
improvements, then the cost of such improvements shall
be amortized over the term of the additional loan or
loans.
In each case, if tenant's lease, or any extensions or
renewals thereof, terminates before amortization of the
total cost of the improvements are complete, tenant shall
reimburse landlord for the unamortized portion of the total
cost of such improvements at the
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time of the termination of this lease.
By way of illustration and not limitation, the following is
an example calculation of amortization of the cost of
improvements:
Cost of improvements = $10,000
Increased permanent loan amount or
additional loan = $ 8,000
Annual constant = .11
Landlord's equity discount rate = .12
($8,000) (.11) + ($2,000) (.1770) = annual amortization of
cost of improvements to be added to base rent.
The improvements shall be and are the property of landlord.
Section 2-3. Occupancy Prior to Commencement Date. If tenant occupies any part
of the demised premises for any period prior to commencement date, tenant shall
pay rental therefor on a prorata basis from the date of occupancy to the
commencement date.
Section 2-4. Payment of Rent. Base rent and all monthly adjustments thereof
shall be paid by tenant on the first day of each and every calendar month during
the term hereof. If the commencement date is other than the first day of a
calendar month, rent for the portion of the calendar month at the beginning of
the term and at the end of the term shall be apportioned. Said payment shall be
made in such manner and at such place or places as landlord may direct, and
until further notice said rental payments shall be made to:
XX. XXXXXX XXXXX
00 Xxxxx XxXxxxx Xxxxxx
Xxxxx #000
Xxxxxxx, Xxxxxxxx 00000
Tenant shall pay promptly all expenses required to be paid directly; and, such
sum or sums payable other than monthly as additional rent shall be payable by
tenant to landlord within thirty (30) days after landlord renders a statement to
tenant therefor.
Section 2-5. Definition of Direct Expenses. Direct expenses and direct expenses
paid or incurred by landlord on account of the operation and/or maintenance of
the premises shall be deemed to mean all direct costs of operations and
maintenance as determined by generally accepted principles of accounting and
auditing practices and includes by way of illustration and not limitation: heat,
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water, electricity and other utility costs; insurance premiums; condominium
association assessments; permits, licenses and inspection fees; cost of labor,
materials and other services; and, personal property taxes or replacement taxes
therefor, paid or incurred by landlord in the operation and maintenance of the
premises as determined by the Certified Public Accountant employed by landlord
for the applicable period or year.
ARTICLE THREE
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Landlord's Additional Rights and Duties
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Section 3-1. Services. Landlord, at landlord's expense subject to the provisions
of this lease (specifically including but not limited to Section 2-2), shall
provide tenant with the following services and shall pay all direct expenses,
all subject to reasonableness and applicable law and regulations:
(a) utilities for common areas;
(b) janitorial services;
(c) landscape services;
(d) trash removal;
(e) window washing as deemed necessary;
(f) snow removal as required;
(g) all structural repairs and maintenance;
(h) exterior maintenance;
(i) parking area maintenance;
(j) elevator service; and,
(k) management services.
Section 3-2. Taxes and Assessments. Subject to the provisions of this lease,
landlord shall be responsible to pay all state, city and county taxes,
assessments and other charges of every kind that become due and payable in
connection with the premises and any improvements now thereon or hereafter
placed upon said premises during the original term of this lease or during any
extended term if tenant exercises tenant's option to extend.
Section 3-3. Fire and Extended Coverage Insurance. Subject to
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the provisions of this lease, during the term of this lease or any extensions
thereof, landlord at landlord's own expense, covenants that landlord will keep
the improvements now standing upon, or which may hereafter be erected upon, the
premises insured against loss or damage by fire, vandalism and malicious
mischief and the hazards covered by extended coverage insurance in a responsible
insurance company or companies and to maintain such insurance at all times
during the term of this lease or any extensions thereof in an amount equal to
not less than the full insurable value of said improvements. The policy or
policies thereof shall be taken out by landlord and/or condominium association
and shall name tenant as co-insured or as additional insured and if required by
any mortgagee shall have loss payable to the mortgagees as their interests shall
appear.
Section 3-4. Maintenance. Landlord represents and warrants that the premises,
including hot water, heating, plumbing and electrical systems, and all other
items, will be in good working order and repair. Landlord shall make any repairs
of a structural nature to said improvements and any non-structural repairs made
necessary by defects in construction as well as maintaining the roof, exterior
walls, foundation walls, driveways and parking lots.
If the repairs required to be made by tenant are not completed within a
reasonable time after request for such repair by landlord, landlord shall have
the option to make such repairs after first giving tenant fifteen (15) days'
notice of intention to do so, and any amounts expended by virtue thereof shall
be added to the next month's rent in the full amount of the expenditures.
Section 3-5. Landlord's Right to Access. Tenant shall permit landlord and
landlord's agents to enter upon the demised premises at all reasonable times
during business hours to examine the condition of the same, provided that
landlord gives tenant a twenty-four (24) hour notice of coming, except in time
of emergency, and shall permit landlord to make such repairs as may be required.
Tenant shall permit landlord, for a period of one hundred eighty (180) days
prior to the expiration of the term of this lease, to place upon the premises
the usual "For Rent" or "For Sale" signs, and shall permit landlord and
landlord's agents, at reasonable times, to conduct prospective tenants or
purchasers through the demised premises after giving notice as aforesaid.
Section 3-6. Landlord's Title. Landlord's title is and always shall be paramount
to the title of tenant and nothing contained in this lease shall empower tenant
to do any act which can, shall or may encumber landlord's title.
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ARTICLE FOUR
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Tenant's Additional Rights and Duties
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Section 4-1. Purpose of Use of Premises. Tenant is hereby given the privilege of
using the demised premises and the common area of the improvements for the
purpose of maintaining offices in the conduct of tenant's principal business as
set forth in Exhibit E; provided, however, that in the event tenant is by law,
regulation or ordinance prohibited or forbidden to use the said improvements for
the purposes previously set forth, tenant is then hereby given the privilege of
using the said improvements for any lawful purpose in accordance with the terms
and conditions of this lease.
Section 4-2. Observation of Laws. Tenant shall at its own cost and expense,
promptly observe and comply with all laws, ordinances, requirements, orders,
directives, rules and regulations of the federal, state, county, municipal or
town governments and of all governmental authorities affecting the premises and
improvements, including land abutting the same and the street and parking lot
abutting it and any sidewalks which may be constructed adjacent to said street,
whether the same are in force at the commencement of the term of this lease or
may be in the future passed, enacted or directed and tenant shall pay all costs,
expenses, liabilities, losses, damages, fines, penalties, claims and demands
that may in any manner arise out of, or be imposed because of, the failure of
tenant to comply with its obligations under this lease; provided, however, that
in observing and complying with all laws, ordinances, requirements, orders,
directives, rules and regulations of all governmental authorities, tenant shall
not be required to make any structural repairs or changes in the improvements or
any non-structural repairs made necessary by defects in construction.
Tenant shall not use or permit the demised premises, the improvements or the
premises to be used for any purpose other than as specified herein and shall not
use or permit the demised premises, the improvements or premises to be used for
any unlawful, immoral or disreputable purposes, nor for any use or occupation
which would be in conflict with provisions of the Municipal Code of the
applicable village, city, county or other governmental subdivision applicable to
the use and occupancy of said premises, or which would jeopardize or invalidate
any of the insurance coverage on said premises.
Section 4-3. Quiet Enjoyment. Tenant shall have the peaceable possession and
enjoyment of the improvements throughout the term of this lease without any
hindrance, disturbance of ejectment by landlord, landlord's successors and
assigns.
Section 4-4. Insurance on Tenant's Property. Tenant shall be
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solely responsible for obtaining any fire or extended coverage insurance for
tenant's personal property and the leasehold improvements of tenant and for all
goods, commodities and materials stored by tenant in or about the premises.
Section 4-5. Liability Insurance. At all times during the term hereof or any
extension thereof, tenant at tenant's own expense shall maintain and keep in
force for the mutual benefit of landlord and tenant general public liability
insurance against claims for personal injury, death or property damage occurring
in or about the premises or sidewalks or areas adjacent to the premises to
afford protection to the limit of not less than $300,000.00 in respect to injury
or death of a single person and to the limit of not less than $500,000.00 in
respect to any one accident and to the limit of not less than $100,000.00 in
respect to property damage.
In order to evidence the coverage in effect, tenant shall provide landlord with
a certificate of insurance. Tenant agrees to obtain a written obligation from
the insurers to notify landlord in writing at least ten (10) days prior to
cancellation or refusal to renew any such policies. Should tenant fail to carry
such public liability insurance, landlord may at landlord's option cause public
liability insurance as aforesaid to be issued, and in such event, tenant agrees
to pay the premiums for such insurance promptly, upon landlord's demand, as
additional rent.
Section 4-6. Maintenance. Tenant shall make, subject to the warranties of
landlord stated in Section 3-4, at tenant's own expense, all non-structural
repairs of every kind and description which may be needed to maintain the
interior of that part of the improvements and premises leased to tenant, and the
water and heating systems, plumbing system, electrical wiring system, sprinkler
system and air-conditioning in good condition and repair. Notwithstanding any of
the above, tenant shall repair any damage to the premises or appurtenances
thereunto belonging caused by the misuse or negligence of tenant, tenant's
employees or invitees. Tenant agrees to replace all broken glass in connection
with the improvements leased by the tenant with glass of the same size and
quality of that broken.
If the repairs required to be made by landlord are not completed within a
reasonable time after request for such repair by tenant, tenant shall have the
option to make such repairs after first giving landlord fifteen (15) days'
notice of intention to do so, and any amounts expended by virtue thereof shall
be subtracted from the next month's rent in the full amount of the expenditures.
Where applicable, tenant shall have the benefit of all warranties and
maintenance agreements by the contractor, sub-contractor and/or materialmen
relative to the improvements to be erected by landlord
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on the premises.
Section 4-7. Alterations and Additions. Tenant at tenant's expense, shall have
the right to make such changes in the interior of the improvements other than
major structural changes, as tenant shall deem necessary or advisable in
adapting the improvements for tenant's use. No structural changes shall be made
without the prior written consent of landlord, which consent shall not be
unreasonably withheld.
All fixtures shall become a part of the premises and the property of landlord at
the termination of the lease except that trade fixtures, machinery and equipment
and power wiring, conduits and other fixtures installed by tenant shall be
considered as tenant's own and tenant shall have the right to recover same at
any time during the term of this lease or any extension thereof, provided that
tenant shall repair any damage caused to said premises by such removal.
Section 4-8. Signs. The building shall be known as the "GUARANTY SAVINGS
BUILDING" or any other name as designated by GLENVIEW GUARANTY SAVINGS & LOAN
ASSOCIATION.
Tenant shall not place in, on or about the demised premises and the improvements
any sign or signs without landlord's prior written approval. Tenant shall comply
with all laws, ordinances, plat and deed restrictions, and lawful regulations
applicable to the erection, maintenance and the removal of any signs approved,
and damage and injury from the maintenance of said signs shall be expressly
included in the above-mentioned liability insurance. Any damage to any
improvements caused by said sign or signs shall be restored by tenant forthwith.
Section 4-9. Assignment and Subletting. Tenant shall not assign this lease or
sublet the demised premises, or any part thereof, without obtaining the prior
written consent of landlord which consent shall not be unreasonably withheld.
Any dispute which arises under this Section regarding the reasonableness of
landlord's consent shall be settled by arbitration pursuant to the provisions of
Section 6-1. No assignment or subletting consented to by landlord shall relieve
tenant from tenant's liability hereunder, and each and every assignee or
sublessee shall be charged with all of the provisions hereof.
Section 4-10. Default. If tenant shall fail to pay any installment of the fixed
rent or any additional rent or other charges as and when the same shall become
due and payable, and such default shall continue for a period of twenty (20)
days after written notice given to tenant by landlord, or if tenant shall
default in the performance of any of the other terms, covenants or conditions
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of this lease and such default shall continue for a period of twenty (20) days
after written notice given to tenant by landlord, or if any execution shall be
issued against tenant or any of tenant's property whereby any part of the
improvements shall be taken or occupied by someone other than tenant, or if
tenant shall vacate and abandon the demised premises, or if this lease or the
estate of tenant hereunder shall be transferred or passed to or devolve upon any
other person, firm or corporation, except in the manner provided in this lease,
or if tenant shall assign, mortgage or encumber this lease or sublet the demised
premises or any part of the premises, without the prior written consent of
landlord, landlord shall have the right, at landlord's option, to terminate this
lease and the term hereof, as well as the right, title and interest of tenant
hereunder, by giving tenant fifteen (15) days' notice in writing of such
intention, and upon the expiration of the time fixed in such latter notice, if
such default be not cured prior thereto or (except a default for non-payment of
rent or additional rent), tenant shall not then be diligently engaged in good
faith in prosecuting the work necessary to remove said cause or in taking the
steps necessary to remedy said default, this lease and term hereof, as well as
all the right, title and interest of tenant hereunder, shall wholly cease and
expire in the same manner and with the same force and effect as if the date
fixed by such latter notice were the expiration of the term herein originally
granted; and tenant shall immediately quit and surrender the premises to
landlord and landlord may re-enter the demised premises and take possession of
all or any part thereof, and remove all property and persons therefrom and shall
not be liable for any damage therefor or for trespass.
Section 4-11. Waiver of Subrogation Clause. Landlord and tenant hereby release
the other from any and all liability or responsibility to the other or anyone
claiming through or under them by way of subrogation or otherwise for any loss
or damage to property caused by fire or any of the extended coverage or
supplementary contract casualties, even if such fire or other casualty shall
have been caused by the fault or negligence of the other party, or anyone for
whom such party may be responsible, provided, however, that this release shall
be applicable in force and effect only with respect to loss or damage occurring
at such a time that the releasor's policies shall contain a clause or
endorsement to the effect that any such release shall not adversely affect or
impair said policies or prejudice the right of the releasor to recover
thereunder.
Section 4-12. Subordination and Non-Disturbance. This lease and all of the
rights of tenant hereunder are and shall be subject and subordinate to the lien
of any mortgage or mortgages whether now on the premises or whether hereafter
placed on the premises or any part thereof, except tenant's property or trade
fixtures,
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and to any and all renewals, modifications, replacements, extensions or
substitutions of any such mortgage or mortgages (all of which are hereinafter
termed the mortgage or mortgages) provided, nevertheless, each or all of such
mortgage or mortgages shall contain a provision to the effect that so long as
tenant is not in default under this lease, or any renewal thereof, no
foreclosure of the lien of said mortgage or any other proceeding in respect
thereof shall divest, impair, modify, abrogate or otherwise adversely affect any
interest or rights whatsoever of the tenant under the said lease.
This lease, if required, shall be submitted by landlord to landlord's mortgagee
for the said mortgagee's approval and is subject to such approval, and, this
lease, if required, shall be assigned to landlord's mortgagee by instrument in
form satisfactory to mortgagee.
Section 4-13. Indemnification. Tenant shall indemnify and save landlord harmless
from and against any and all liability, claims, damages, penalties or judgments
arising from or in any way connected with injury to person or property sustained
by action in and about the premises in custody and control of tenant, during the
term of this lease, or any extension thereof. The fact that tenant maintains the
insurance required by Section 4-5 shall be considered complete compliance with
this Section. If landlord shall, without fault on landlord's part, be made a
part of any litigation commenced by or against tenant, tenant shall protect and
hold landlord harmless and pay all costs, expenses and reasonable attorney fees
that may be incurred or paid by landlord in enforcing the covenants and
agreements of this lease.
Except for the negligence of landlord or the negligence of landlord's officers,
agents, servants, employees or contractors, landlord shall not be responsible or
liable for any damage or injury to any property, fixtures, buildings or other
improvements, or to any person or persons at any time on the premises, including
any damage or injury to tenant or to any of tenant's officers, agents, servants,
employees, contractors, customers or sublessees.
Section 4-14. Surrender of Premises. Tenant shall surrender and deliver up the
demised premises and appurtenances at the end of said term broom-clean and in as
good condition and order as they were at commencement of the term hereof,
reasonable use and natural wear and tear thereof and damage by fire or other
casualty and changes made with landlord's consent excepted. Tenant may remove
all the trade fixtures, signs, equipment, stock in trade, and other items of a
similar nature used in connection with tenant's business, including such as may
have been temporarily attached to the realty, provided all rents stipulated to
be paid hereunder have been paid and all damage to paid premises is properly
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repaired. If said removal results in injury to or defacement of said premises,
tenant shall immediately repair the premises at tenant's expense.
Section 4-15. Condominium Units. Tenant and landlord have discussed the fact
that the premises are held in or will be held in an Illinois limited partnership
known as THE RAND-OLIVE ASSOCIATES, and tenant acknowledges-that fact, and,
further, tenant acknowledges that the intended leasing and operation of the
premises contemplates the causing of the premises to be submitted to the
provisions of the Condominium Property Act of the State of Illinois, as amended
from time to time, and the sale or other disposition of condominium unit
ownership in the condominium property thereby created.
Notwithstanding the foregoing, it is understood and agreed that neither landlord
nor its successor shall have any affirmative obligation to convert the property
to condominium, and in the event the property shall not be converted to
condominium then, subject to the provisions of Section 1-4, this lease shall be
and remain in full force and effect.
ARTICLE FIVE
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Eminent Domain, Damage or Destruction of Premises
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Section 5-1. Eminent Domain. If the entire premises, or such part thereof, as,
in the parties' judgment, renders the remainder unsuitable for tenant's
continued use, shall be taken in appropriation proceedings or by any rights of
eminent domain, then this lease shall terminate and be void from the time when
possession thereof is required for public use, and such taking shall not operate
as or be deemed an eviction of the tenant or a breach of landlord's covenant for
quiet enjoyment; but tenant shall pay all rent due, and perform and observe all
other covenants hereof, up to the time when possession is required for public
use; provided, however, that it only a part of said premises be so taken and in
the parties' judgment the premises remain unsuitable for tenant's continued use,
and if two (2) years or more of the term hereof then remains unexpired, and if
the remaining premises can be substantially restored within sixty (60) days,
then this lease shall not terminate, but landlord shall, at landlord's sole
expense, restore the premises, the rent payable by tenant during the period of
restoration being reduced by a reasonable amount, but after such restoration,
the rent herein reserved shall be paid by tenant as herein provided during the
remainder of the term hereof abated by the percentage that the fair market value
of the premises, attributable solely to the land and improvements, has been
reduced because of such taking. Said market value immediately before and after
such taking shall be determined by agreement of the parties
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or, failing agreement of the parties within thirty (30) days of the effective
date of such taking, by a local Independent Fee Appraiser selected by mutual
agreement of landlord and tenant, which appraiser's decision will be final and
binding on the parties.
The cost of such appraiser shall be borne equally by landlord and tenant.
Tenant shall have the right at tenant's sole cost and expense to assert a
separate claim or join in landlord's claim in any condemnation proceeding for
its personal property, its improvements, loss of value in its leasehold estate,
moving expenses or any other claims it may have. Tenant shall be entitled to and
shall receive that portion of any award or payment made which is attributable
solely to its claims, and landlord shall be entitled to and shall receive that
portion of any award or payment made which is attributable solely to the land
and improvements erected thereon.
Any dispute which arises under this Section regarding the usability of the
premises after a taking shall be settled by arbitration pursuant to the
provision of Section 6-1.
Section 5-2. Damage or Destruction of Improvements. In the event the
improvements shall be rendered untenantable by fire or other casualty, landlord
shall within one hundred twenty (120) days from the date of said damage or
destruction, repair or replace the improvements to substantially the same
condition as prior to the damage or destruction. If landlord fails to commence
repair of the damage or destruction within thirty (30) days from the date of
such damage or destruction, or if the improvements have not been replaced or
repaired to such condition within one hundred twenty (120) days, tenant may at
tenant's option (to be exercised by written notice to landlord), terminate this
lease. The rent herein required to be paid shall xxxxx during the period of such
untenantability.
If the improvements shall be damaged in part by fire or other casualty, but
still remain tenantable, landlord shall repair the improvements to substantially
the same condition as prior to the damage. During the period of such repairs and
restorations, the lease shall continue in full force and effect, provided,
however, that tenant shall be required to pay the rent herein reserved abated by
the percentage of area destroyed as compared to the total area herein demised,
unless such fire or other casualty is caused by tenant's negligence in which
case the rental shall not xxxxx but will continue unaffected during the repair
period.
In the event that any damage or destruction occurs during the last twelve (12)
months of the original term of this lease or any extension of the term, to the
extent of fifty (50%) percent or
-15-
more of the insurable value of the improvements, landlord and tenant may elect
to terminate this lease as of the date of the destruction or damage, by giving
notice of such election within fifteen (15) days after such damage or
destruction. In such event, landlord shall receive the proceeds of the insurance
policies without obligation to rebuild or restore the premises, and tenant shall
execute any waiver which may be required of it by any insurer or landlord.
Any dispute which arises under this Section regarding the negligence of tenant
shall be settled by arbitration pursuant to the provisions of Section 6-1.
ARTICLE SIX
-----------
General Provisions
------------------
Section 6-1. Arbitration. Any controversy or claim arising out of or relating
to:
(a) the usability of the premises after a taking as provided in
Section 5-1; or,
(b) the negligence of tenant as provided in Section 5-2; or,
(c) the reasonableness of landlord's consent to assignment or
subletting as provided in Section 4-9
shall be settled by arbitration in accordance with the rules of the American
Arbitration Association. The arbitration decision shall be final and binding
upon the parties.
Section 6-2. Service of Notice. Every notice, approval, consent or other
communication authorized or required by this lease shall be in writing and sent
by certified or registered mail, postage prepaid, to the other party at the
following address or at such other address as may be designated by notice in
writing given from time to time and shall be deemed given as of the date of
mailing.
If notice is to be given to landlord, it shall be given at the following
address:
Xx. Xxxxxx Xxxxx
00 Xxxxx XxXxxxx Xxxxxx
Xxxxx #000
Xxxxxxx, Xxxxxxxx 00000
If notice is to be given to tenant, it shall be given at the address set forth
in Exhibit E.
-16-
Section 6-3. Governing Law. This lease and the performance thereof shall be
governed, interpreted, construed and regulated by the laws of the State of
Illinois.
Section 6-4. Partial Invalidity. If any term, covenant, condition or provision
of this lease, or the application thereof, to any person or circumstances, shall
at any time or to any extent be invalid or unenforceable, the remainder of this
lease, 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 term, covenant, condition and provision of this lease
shall be valid and be enforced to the fullest extent permitted by law.
Section 6-5. Interpretation. Wherever in this lease the singular number is used,
the same shall include the plural, and the masculine gender shall include the
feminine and neuter genders, and vice versa, as the context shall require.
The headings used herein are for reference and convenience only and shall not
enter into the interpretation thereof.
This lease may be executed in several counterparts, each of which shall be an
original but all of which shall constitute one and the same instrument.
The Exhibits referred to herein are attached hereto and by reference made a part
hereof.
Section 6-6. Entire Agreement. No oral statement or prior written matter shall
have any force or effect. Tenant agrees that tenant is not relying on any
representations or agreements other than those contained in this lease. This
agreement shall not be modified or canceled except by writing subscribed by all
parties.
Tenant's taking of possession of the demised premises shall be conclusive
evidence that the demised premises were in good order and satisfactory condition
when tenant took possession with exception of those items, if any, set forth in
Exhibit E.
Section 6-7. Benefit. Except as otherwise expressly provided herein, the
covenants, conditions and agreements contained in this lease shall bind and
inure to the benefit of landlord and tenant and their respective successors and
assigns.
Section 6-8. Authority of Parties. Landlord and tenant each to the other
represents and warrants that each has full right and authority to enter into and
perform the obligations under this lease for the full term hereof.
-17-
Section 6-9. Recording of Lease. This lease, or any part hereof, or any
memorandum concerning said lease shall not be recorded by tenant. Should any
recordation take place, then at the option of landlord, this lease shall be
declared in default and all rights of tenant in the premises in question
whatever nature or kind shall become null and void.
Section 6-10. Compliance with Condominium Documents. Tenant shall obey and
conform to the declaration of condominium, by-laws and rules and regulations of
the association which are hereby incorporated herein.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
the day and year first above written.
Landlord
--------
/s/ Xxxxxx Xxxxx
------------------------------
XXXXXX XXXXX
Tenant
------
/s/
------------------------------
GLENVIEW GUARANTY SAVINGS
& LOAN ASSOCIATION
-18-
EXHIBIT A
ATTACHED TO AND MADE A PART OF
LEASE AGREEMENT BY AND BETWEEN
XXXXXX XXXXX, LANDLORD, AND
TENANT IDENTIFIED IN EXHIBIT E
------------------------------
Plans and specifications for three-story building to be attached by parties and
signed to evidence their approval and agreement.
***********
The site plan, building elevations and floor plans are immediately following.
The building is to be constructed of steel frame plus brick and glass exterior
wall covering. The building is to be completed per Xxxx County Building and
Zoning Codes in a good workmanlike manner.
Approved By: /s/
-----------------------------
GLENVIEW GUARANTY SAVINGS &
LOAN ASSOCIATION
Accepted By: /s/ Xxxxxx Xxxxx
-----------------------------
XXXXXX XXXXX
Dated: February 6, 1981
AMENDMENT TO SUB-LEASE AGREEMENT
--------------------------------
THIS AMENDMENT IS MADE this 15th day of July, 0000 xxxxxxx XXXXXX
XXXXX, xx Xxxxxxx, Xxxxxxxx (hereinafter called "Landlord") and GUARANTY FEDERAL
SAVINGS & LOAN ASSOCIATION, formerly known as GLENVIEW GUARANTY SAVINGS & LOAN
ASSOCIATION, (hereinafter called "Tenant");
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, by a certain Sub-Lease Agreement dated February 6, 1981
between Landlord and Tenant, (the "Sub-Lease") Landlord subleased to Tenant that
part of a three story office building described in detail in Exhibit "C" to the
Sub-Lease (said part hereinafter referred to as "Premises"); and
WHEREAS, the improvements to be constructed in accordance with the
Sub-Lease have been completed and Landlord and Tenant are desirous of modifying
and amending the Sub-Lease.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties agree as follows:
1. Section 1-4 of the Sub-Lease captioned "Option to Extend Term" is
hereby deleted and the following provision is inserted in lieu thereof:
"Section 1-4. Options to Renew Term.
------------- ----------------------
In accordance with Section 1-1 of this lease, landlord does hereby
grant to tenant the right, privilege and option to renew this lease
for two (2) successive five (5) year periods ("option period") upon
the same terms
and conditions (including the same rental) as herein contained. Each
successive option period will commence on the date immediately
following the expiration of the initial lease term or preceding option
period. Landlord shall give tenant written notice of the impending
expiration of the lease term or option period at least 210 days prior
to the expiration thereof. Tenant thereafter shall exercise its option
by giving landlord written notice of its intent to renew at least 180
days prior to the expiration of the initial lease term or at least 180
days prior to the last day of any succeeding option period."
2. Section 1-5 of the Sub-Lease captioned "Security Deposit" is hereby
amended to make the amount of the security deposit that the Tenant shall deposit
with the Landlord, the sum of Two Thousand Two Hundred Forty-Two Dollars Fifty
Cents ($2,242.50).
3. Section 2-1 of the Sub-Lease captioned "Base Rent" is hereby
deleted in its entirety and the following provision is inserted in lieu thereof:
"Section 2-1. Base Rent.
------------ ---------
Tenant shall pay to landlord as aggregate base rent for the demised
premises, a sum determined as follows:
(a) net rentable area is 1,950 square feet (excluding drive-up
appendage);
(b) common area factor is 1.20;
(c) gross rentable area is 2,340 square feet (1,950 square feet,
net rentable area times 1.20, common area factor);
(d) the base rent per gross square foot is $11.50;
(e) total base rent per year is $26,910.00 ($11.50 times 2,340
square feet, gross rentable area); and
(f) aggregate base rent is $269,100.00, total base rent per year
times ten (10) years, the term of this lease.
Base rent per month of $2,242.50, being the total base rent per year
divided by 12 months, shall be payable to landlord by tenant monthly."
-2-
4. The first sentence in Section 2-2 captioned "Adjustment to Base
Rent" and the caption thereof is deleted and the following caption and sentence
is inserted in lieu thereof:
"Section 2-2. Additional Rent.
------------ ---------------
In addition to the base rent, tenant shall pay to landlord in
accordance with Section 2-4 the following as additional rents:"
5. Section 2-2(a) is hereby deleted and the following paragraph is
inserted in lieu thereof:
"Section 2-2(a).
---------------
Commencing on the first day of the first full year following the
commencement date of this lease for said first year, and for each year
or part thereof thereafter during the remainder of the term, including
any renewal thereof, tenant shall pay as additional rent an amount
equal to the direct expenses paid or incurred by the landlord on
account of the operation and/or maintenance of the premises (as
defined in Section 2-5) (excluding, however, the direct expenses for
the drive-up appendage paid pursuant to Section 2-2(b)(i)). The amount
to be paid and the manner of payment shall be determined in accordance
with Section 2-4."
6. Section 2-2(b)(iii) is hereby deleted and the following paragraph
is inserted in lieu thereof:
"Section 2-2(b)(iii).
--------------------
The following expenses, (excluding, however, any expenses attributable
to the drive-up appendage as set forth in paragraph 2-2(b)(i))
indirectly related to tenant's occupancy and use of the premises for
the period beginning on the commencement date and ending on the last
day of each full year following commencement date and each full year
thereafter during the remainder of the term, including any renewal
thereof:
(aa) a proportion (as defined below) of all property taxes paid
by landlord;
(bb) a proportion (as defined below) of any insurance premiums
paid or incurred by landlord after deduction of premiums
attributable to the improvements used and occupied by tenant
as provided for in subparagraph 2-2(b)(i) of this Section.
-3-
The word "proportion" as hereinabove used shall be deemed to mean that
tenant's expense shall be determined on a prorata basis which is
tenant's percentage of gross rentable area occupied in relation to
total gross rentable area contained in the building of which the
premises are a part. Tenant shall pay these expenses to landlord
within thirty (30) days after receiving landlord's statement
therefor."
7. Section 2-2(b)(iv) is hereby deleted in its entirety and the
following provision is inserted in lieu thereof:
"Section 2-2(b)(iv).
-------------------
The cost of improvements to be constructed by landlord in accordance
with the plans set forth in Exhibit D attached hereto and by this
reference made a part hereof, has been determined and agreed to be
exactly One Hundred Fifteen Thousand Dollars ($115,000.00). Said cost
will be paid to landlord at the time that the landlord closes on his
purchase of the premises, after presentation of all final waivers of
lien and presentation of a title commitment issued by a reputable
title company reflecting no mechanic's liens and insuring over new
construction."
8. Section 2-4 captioned "Payment of Rent" is hereby deleted and the
following provision is inserted in lieu thereof:
"Section 2-4. Payment of Base Rent and Additional Rent.
------------------------------------------------------
Base rent shall be paid by tenant on the first day of each and every
calendar month during the term hereof. If the commencement date is
other than the first day of a calendar month, rent for the portion of
the calendar month at the beginning of the term and at the end of the
term shall be prorated.
The additional rent required to be paid by tenant in Section 2-2(a)
shall be determined and paid in the following manner. Landlord shall
notify tenant thirty (30) days in advance, in writing, of the
estimated amount of the direct expenses to be paid or incurred by
landlord (as defined in Section 2-5 and based on the financial
statements prepared by landlord's accountants for the prior year) for
the then current lease year. For the first lease year hereunder,
landlord and tenant shall agree as to the estimated amount of such
expenses. Tenant shall pay such sum in advance to landlord in equal
monthly installments during the balance of the then current lease year
on the first day of each remaining month in said lease year commencing
on the first day of the first month following tenant's receipt of such
notification so that tenant's entire share of such increases shall
have been paid to landlord prior to the end of the lease year. Within
thirty (30) days
-4-
following the end of each lease year during the term of any renewal
hereof landlord shall submit to tenant a statement showing the actual
amount which should have been paid by tenant with respect to these
expenses for the past lease year, the amount thereof actually paid
during that year by tenant and the amount of any balance or
overpayment thereof as the case may be. Any deficiency shall be paid
by tenant to landlord within thirty (30) days following tenant's
receipt of such statement and any overpayment thereof shall be
immediately credited against tenant's additional rent due hereunder.
The payments due hereunder shall be made in such manner and at such
place or places as landlord may direct in writing and until further
notice to:
Xx. Xxxxxx X. Xxxxx
00 Xxxxx XxXxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Tenant shall pay promptly all expenses required to be paid directly
pursuant to Section 2-2(b)(i) and (ii)."
9. Section 2-5 of the Sub-Lease captioned "Definition of Direct
Expenses" is hereby deleted and the following provision is inserted in lieu
thereof:
"Section 2-5. Definition of Direct Expense.
------------ ----------------------------
Direct expense paid or incurred by landlord on account of the
operation and/or maintenance of the premises shall be deemed to mean
all reasonable direct costs of operations and maintenance as
determined by generally accepted principles of accounting and auditing
practices and includes by way of illustration and not limitation:
heat, water, electricity and other utility costs; insurance premiums;
condominium association assessments; real estate taxes; permits,
licenses and inspection fees; cost of labor, materials and other
services; and, personal property taxes or replacement taxes therefor,
paid or incurred by landlord in the operation and maintenance of the
premises as determined by the Certified Public Accountant employed by
landlord for the applicable period or year. Direct expenses shall not
include, however, any property or other taxes levied or assessed
attributable to the premises, or insurance premiums, to the extent
that the payment of these expenses has already been provided for in
Section 2-2(b) (iii), or any expenses or costs to be paid by tenant
under Sections 2-2(b)(i), (ii) or (iv). Any dispute arising under this
Section as to the reasonableness of the amount of direct expenses, the
inclusion of certain expenses or their attributability to tenant shall
be resolved by arbitration pursuant to Section 6-1."
-5-
10. Section 4-15 of the Sub-Lease captioned "Condominium Units" is
hereby deleted from the Sub-Lease in its entirety and the following paragraph is
inserted in lieu thereof:
"Section 4-15. Right to Vote.
----------------------------
In the event the premises and improvements are converted to
condominiums, and landlord purchases the fee ownership of the
premises, and as long as tenant is not in default under this
Sub-Lease, tenant shall have the right to participate in all meetings
of condominium owners and shall have the right to vote landlord's vote
as a unit owner of the premises, or give a proxy therefor. Landlord
shall execute any proxy necessary to establish tenant of record as the
holder of the vote attributable to the premises."
11. Exhibit "D" to the Sub-Lease is hereby deleted and Exhibit "D"
attached to this Amendment and made a part hereof is hereby inserted in lieu
thereof.
12. Except for the modifications contained herein, the Sub-Lease shall
remain unmodified and in full force and effect.
LANDLORD:
/s/ Xxxxxx Xxxxx
-----------------------------------
XXXXXX XXXXX
TENANT:
GUARANTY FEDERAL SAVINGS &
LOAN ASSOCIATION, formerly known as
GLENVIEW GUARANTY SAVINGS &
LOAN ASSOCIATION
By /s/
-------------------------------
Its President
-6-
EXHIBIT D
ATTACHED TO AND MADE A PART OF
SUB-LEASE AGREEMENT BY AND BETWEEN
XXXXXX XXXXX, LANDLORD, AND
GUARANTY FEDERAL SAVINGS & LOAN ASSOCIATION, TENANT
--------------------------------------------------------------------------------
Plans and specifications for appendage and canopy improvements to be attached by
parties and signed to evidence their approval and agreement.
*********
As additional space and facilities for Guaranty Federal Savings & Loan
Association, a 400 plus or minus square foot brick, one-story drive-up
appendage, canopy and improvements associated with such has been constructed by
landlord. The cost of said improvements has been agreed upon by all parties to
be One Hundred Fifteen Thousand Dollars ($115,000.00), no more, no less, and
payable to landlord at the time that landlord closes on his purchase of the
premises, in accordance with Section 2-2(b)(iv) of the Sub-Lease.
Approved By:
/s/
-----------------------------------
GUARANTY FEDERAL SAVINGS &
LOAN ASSOCIATION
Accepted By:
/s/ Xxxxxx Xxxxx
-----------------------------------
XXXXXX XXXXX
Dated:
THIRD AMENDMENT TO LEASE
------------------------
This Third Amendment to Lease ("Third Amendment") is made as of 11/29,
1994, by XXXXXX XXXXX ("Landlord") and NATIONAL BANCORP, INC. ("Tenant").
RECITALS:
---------
A. By Lease Agreement dated as of February 6, 1981 and Amendment
thereto dated July 15, 1982 (collectively the "Lease") Landlord leased to the
predecessor in interest of First Chicago Building Corporation ("FCBC") certain
demised premises described and defined in the Lease.
B. By Assignment and Assumption of Lease dated August 16, 1994, FCBC
assigned the Lease to the Tenant.
C. Landlord and Tenant entered into both a first Amendment to Lease
dated as of August 16, 1994 (the "First Amendment") and a Second Amendment to
Lease dated as of November 3, 1994 (the "Second Amendment").
D. Landlord and Tenant desire to further amend the Lease.
In consideration of the mutual promises contained in this Third
Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Landlord and Tenant agree as follows:
1. Tenant's Right of First Refusal. Tenant shall have a continuing
right of first refusal to acquire the Demised Premises at all times during the
term of this Lease. In the event Landlord, receives a bona fide offer to
purchase the Demised Premises, Landlord shall notify the Tenant in writing of
any such purchase offer and Tenant shall have the right to purchase the Demised
Premises on the same terms and conditions as are contained in the purchase
offer. Tenant shall have a thirty (30) day period following Landlord's receipt
of the notice and of a copy of the purchase offer to advise Landlord in writing
of Tenant's intention to exercise the right of first refusal provided in this
paragraph. Should Tenant exercise this option, the purchase shall be subject to
the same terms and conditions as are set out in the offer, including conditions
as to purchase price, financing contingency and the like, with the closing date
to be not later than forty-five (45) days after the closing date provided in the
purchase offer. This right of first refusal shall apply to each and every offer
to purchase the Demised Premises hereunder, whether or not Tenant may have
elected to exercise its purchase option with respect to any prior sale or sales
of the Demised Premises hereunder.
2. Applicable Law. This Third Amendment will be governed by the laws
of the State of Illinois. This Third Amendment is binding on parties or the
respective successors and assigns. Any term used in this Third Amendment which
is defined in the Lease and not
otherwise defined in this Third Amendment will have the same meaning as in the
Lease. In the event of any conflict between the terms of this Third Amendment
and the terms of the Lease, the terms of this Third Amendment will control.
3. Modifications. Except for the modifications contained herein, the
Lease shall remain unmodified and in full force and effect.
The parties have executed this Third Amendment as of the date first
above written.
Landlord: Tenant:
NATIONAL BANCORP, INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
---------------------------------------- ------------------------------
XXXXXX XXXXX Xxxxxx X. Xxxx, President
2
SECOND AMENDMENT TO LEASE
-------------------------
This Second Amendment to Lease ("Second Amendment") is made as of
December 1, 1994, by XXXXXX XXXXX ("Landlord") and NATIONAL BANCORP, INC.
("Tenant").
RECITALS
--------
A. By Lease Agreement dated as of February 6, 1981 and Amendment
thereto dated July 15, 1982 (collectively the "Lease"), Landlord leased to the
predecessor in interest of First Chicago Building Corporation ("FCBC") certain
demised premises described and defined in the Lease.
B. By Assignment and Assumption of Lease dated as of August 16, 1994,
FCBC assigned to Tenant, and Tenant assumed, the Lease ("Assignment") to which
Assignment Landlord consented.
C. By Amendment to Lease dated as of August 16, 1994, Landlord and
Tenant amended the Lease ("First Amendment").
D. By a First Amendment to Assignment and Assumption of Lease dated as
of December 1, 1994, FCBC and Tenant amended the Assignment ("First Amendment
Assignment").
E. Landlord and Tenant desire to further amend the Lease.
In consideration of the mutual promises contained in this Second
Amendment, and for good and valuable consideration, the receipt and sufficiency
of which are acknowledged, Landlord and Tenant agree as follows:
1. With respect to paragraph 1 of the First Amendment, Tenant shall
pay to Landlord base rent per month of $3,760 commencing January 1, 1995 through
July 31, 1997.
2. Paragraph 2 of the First Amendment is deleted in its entirety.
3. If the Assignment and Assumption of the Lease is terminated
pursuant to paragraph 2 of the First Amendment Assignment, the First Amendment
and this Second Amendment shall be null and void.
4. This Second Amendment will be governed by the laws of the State of
Illinois. This Second Amendment is binding on the parties and their respective
successors and assigns. Any term used in this Second Amendment which is defined
in the Lease and not otherwise defined in this Second Amendment will have the
same meaning as in the Lease. In the event of any conflict between the terms of
this Second Amendment and the terms of the Lease, the terms of this Second
Amendment will control.
5. Except for the modifications contained herein, the Lease shall
remain unmodified and in full force and effect.
The parties have executed this Second Amendment as of the date first
above written.
Landlord:
-----------------------------------
XXXXXX XXXXX
Tenant:
NATIONAL BANCORP, INC.
By: /s/ Xxxxxx X. Xxxx
------------------------------
Its: President
Page 2
SECOND AMENDMENT TO LEASE
-------------------------
This Second Amendment to Lease ("Second Amendment") is made as of Nov.
3, 1994, 1994, by XXXXXX XXXXX ("Landlord") and NATIONAL BANCORP, INC.
("Tenant").
RECITALS:
---------
A. By Lease Agreement dated as of February 6, 1981 and Amendment
thereto dated July 15, 1982 (collectively the "Lease") Landlord leased to the
predecessor in interest of First Chicago Building Corporation ("FCBC") certain
demised premises described and defined in the Lease.
B. By Assignment and Assumption of Lease dated August 16, 1994, FCBC
assigned the Lease to the Tenant.
C. Landlord and Tenant entered into a first Amendment to Lease dated
as of August 16, 1994 (the "First Amendment").
D. Landlord and Tenant desire to further amend the Lease.
In consideration of the mutual promises contained in this Second
Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Landlord and Tenant agree as follows:
1. Landlord hereby agrees to eliminate the requirement that Tenant
obtain and deposit with Landlord the irrevocable letter of credit referred to in
Paragraph 2 of the First Amendment. Accordingly, Paragraph 2 of the First
Amendment is deleted in its entirety from and after August 16, 1994.
2. This Second Amendment will be governed by the laws of the State of
Illinois. This Second Amendment is binding on parties or the respective
successors and assigns. Any term used in this Second Amendment which is defined
in the Lease and not otherwise defined in this Second Amendment will have the
same meaning as in the Lease. In the event of any conflict between the terms of
this Second Amendment and the terms of the Lease, the terms of this Second
Amendment will control.
3. Except for the modifications contained herein, the Lease shall
remain unmodified and in full force and effect.
The parties have executed this Second Amendment as of the date first
above written.
Landlord: Tenant:
FIRST BANCORP, INC.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
---------------------------------------- ------------------------------
XXXXXX XXXXX Xxxxxx X. Xxxx, President
FIRST AMENDMENT TO
ASSIGNMENT AND ASSUMPTION OF LEASE
This First Amendment to Assignment and Assumption of Lease ("First
Amendment Assignment") is made as of December 1, 1994 by and between FIRST
CHICAGO BUILDING CORPORATION, an Illinois corporation ("Assignor") and NATIONAL
BANCORP, INC., a Delaware corporation ("Assignee"). (Assignor and Assignee are
hereinafter sometimes together referred to as the "Parties").
RECITALS
A. By Lease Agreement dated as of February 6, 1982 and Amendment
thereto dated July 15, 1982 (collectively the "Lease") XXXXXX XXXXX ("Landlord")
leased to Assignor's predecessor certain premises defined and described in the
Lease as the "demised premises".
B. By an Assignment and Assumption of Lease dated as of August 16,
1994 ("Assignment") Assignor assigned to Assignee, and Assignee assumed, the
Lease.
C. Pursuant to the terms of the Assignment Landlord and Assignee
executed an Amendment to the Lease dated August 16, 1994.
D. Assignee was issued a Permit to Organize the Northwest Community
Bank (the "Bank") by the Commissioner of Banks and Trust Companies for the State
of Illinois ("Commissioner") and Assignee has filed applications with the
Federal Deposit Insurance Corporation ("FDIC") and with the Federal Reserve
Board of Governors through the Federal Reserve Bank of Chicago ("Federal
Reserve") for, respectively, depository insurance for the Bank and approval for
the acquisition of the Bank by Assignee, which applications are pending.
E. The Parties have agreed to enter into this First Amendment
Assignment.
F. Any term used in this First Amendment Assignment which is defined
in the Lease or the Assignment and not otherwise defined in this First
Assignment Amendment will have the same meaning in this First Assignment
Amendment as in the Lease or the Assignment.
The Parties agree as follows:
AGREEMENTS
1. With regard to Paragraph 4 of the Assignment, the Parties
acknowledge that conditions (a), (b) and (d) have been satisfied and that the
date in condition (c) was extended to December 1, 1994.
2. Condition (c) of Paragraph 4 of the Assignment is deleted and with
regard to condition (c) of Paragraph 4 of the Assignment, Assignor acknowledges
and agrees that the Assignment shall continue from calendar month to calendar
month commencing December 1, 1994 until the earlier of the date that (i) the
Charter for the Bank has been issued to the Assignee or any of the applications
filed with the Commissioner, the FDIC or the Federal Reserve have been denied
and no appeal is pending or (ii) April 30, 1995. Notwithstanding the foregoing,
the Parties agree that the Assignment shall automatically terminate, unless
extended by the Parties in writing, if the foregoing conditions have not been
satisfied by April 30, 1995.
3. With respect to condition (e) of Paragraph 4 of the Lease, Assignor
will modify the security system for its existing ATM so that it is separate from
the security system for the demised premises and the premises included in the
Adjoining Lease. Assignee shall pay Assignor $600 upon the execution of this
Assignment to cover Assignor's costs in connection with such modification.
4. Subject to the terms and conditions of Section 4-7 of the Lease,
commencing on the date that this First Amendment Assignment is fully executed,
Assignee, at Assignee's expense, shall have the right to make changes in the
interior of the demised premises other than major structural changes, as
Assignee shall deem necessary or advisable in adapting the demised premises for
Assignee's use. No structural changes shall be made without the prior written
consent of Assignor which consent shall not be unreasonably withheld. Assignee
shall indemnify and save Assignor harmless from any mechanics' liens for work
done in the demised premises or materials supplied in connection with such work.
If the Assignment is terminated pursuant to the provisions of paragraph 2 of
this First Amendment Assignment and Assignor elects, and so notifies Assignee,
Assignee, at its expense, shall remove such changes and repair any damages to
the demised premises caused by such removal.
5. This First Amendment Assignment is expressly conditioned upon
Landlord and Assignee executing a Second Amendment to Lease in substantially the
form attached hereto.
6. Subject to the terms and conditions hereof, keys to, and possession
of, the demised premises will be provided to Assignee upon the full execution of
this First Amendment Assignment.
7. Except for the modifications contained herein, the Assignment shall
remain unmodified and in full force and effect.
Page 2
In Witness Whereof the Parties have caused their respective duly
authorized representatives to execute this First Amendment Assignment as of the
date first above written.
Assignor:
FIRST CHICAGO BUILDING CORPORATION
By:________________________________
Title:_____________________________
Assignee:
NATIONAL BANCORP, INC.
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Title: President
Page 3
Consent of Landlord
The undersigned, being the Landlord under the Lease, hereby consents
to the terms and provisions of the foregoing First Amendment to Assignment and
Assumption of Lease.
Landlord agrees as follows:
1. The Second Amendment to Lease in substantially the form attached to
the foregoing First Amendment to Assignment and Assumption of Lease when
executed between Landlord and Assignee shall not be binding upon Assignor.
2. If the Assignment and Assumption of Lease dated August 16, 1994
between Assignor and Assignee is terminated pursuant to the terms and provisions
of paragraph 2 of the foregoing First Amendment to Assignment and Assumption of
Lease (i) the Amendment to Lease dated August 16, 1994 between Landlord and
Assignee and (ii) the above described Second Amendment to Lease shall be null
and void.
Executed ____________________, 1994.
-----------------------------------
Xxxxxx Xxxxx
ASSIGNMENT AND ASSUMPTION OF LEASE
----------------------------------
This Assignment and Assumption of Lease ("Assignment") is made as of
August 16, 1994 by FIRST CHICAGO BUILDING CORPORATION, an Illinois corporation
("Assignor") in favor of NATIONAL BANCORP, INC., a ____________________
corporation ("Assignee"). (Assignor and Assignee are hereinafter sometimes
together referred to as the "Parties").
RECITALS
--------
A. By Lease Agreement dated as of February 6, 1981 and Amendment
thereto dated July 15, 1982, copies of which are attached hereto as Exhibit "A"
and by this reference made a part hereof (collectively the "Lease"), XXXXXX
XXXXX ("Landlord") leased to Assignor's predecessor certain premises defined and
described in the Lease as the "demised premises".
B. Assignor and Assignee have agreed to enter into this Assignment.
C. Any term used in this Amendment which is defined in the Lease and
not otherwise defined in this Assignment will have the same meaning in this
Amendment as in the Lease.
The Parties agree as follows:
AGREEMENTS
----------
1. Assignor hereby grants, conveys, transfers and assigns to Assignee
all of Assignor's right, title, estate and interest as tenant in, to and under
the Lease.
2. Assignee hereby accepts the foregoing assignment and agrees to
observe and perform all terms, covenants, conditions and obligations as tenant
under the Lease and agrees to comply with all restrictions contained in the
Lease which are applicable to the demised premises and the occupancy by any
person thereof, excepting, specifically, that Assignee shall not be required to
obtain Assignor's consent with respect to any modifications or alterations to
the leased premises by Assignee.
3. Assignee hereby agrees to indemnify, protect, defend and hold
Assignor harmless from and against all claims, demands, liabilities, losses,
costs, damages or expenses (including, without limitation, reasonable attorneys'
fees and costs) arising out of or resulting from any breach or default by
Assignee under the terms of the lease arising on or after the date hereof.
4. This Assignment is expressly conditioned on the following:
(a) Consent of the Landlord to this Assignment;
(b) Landlord and Assignee executing an amendment to the Lease in
substantially the form of Exhibit "B" attached hereto;
(c) The approval of Assignee's application for a bank charter at
the demised premises and the issuance thereof to Assignee;
(d) The assignment of the Adjoining Lease By Assignor to
Assignee.
(e) Assignee installing its ATM and Assignor removing its
existing ATM from its current location at the Lease site; provided, however,
that Assignor shall not remove its ATM until Assignee has arranged for and has
provided Assignor written notice of the date and time for installation of
Assignee's ATM, in coordination with Assignor's removal of its ATM. It is the
intention of Assignor And Assignee to coordinate the substitution of their
respective ATMs so as not to create a period time in which ATM service is
provided to the Lease premises.
It is understood and agreed that in the event the above conditions are
not satisfied on or before November 1, 1994, this Assignment shall be null and
void and of no further force and effect; provided, however, Assignor at its
option may extend the November 1, 1994 date to December 1, 1994 by written
notice to Assignee prior to November 1, 1994.
5. From the period commencing August 1, 1994 until the earlier of
November 1, 1994, except as may be extended by paragraph 4 above, or the
issuance of the aforedescribed bank charter, Assignee shall pay Assignor as a
fee $3,000 on August 1, 1994 and $3,000 on or before the first day of each month
thereafter, but not later than December 1, 1994, which fee shall be
non-refundable.
6. Except as provided by Exhibit "D", until the expiration of the
first extended term of the lease on July 31, 1997, Assignee agrees not to amend
or modify the lease without the prior written consent of Assignor.
7. Assignee represents and warrants to Assignor that neither it nor
its officers or agents nor anyone acting on its behalf has dealt with any real
estate broker other than Mid-America Real Estate Corporation in the negotiation
or making of this Assignment, and Assignee agrees to indemnify and hold harmless
Assignor from the claim or claims of any other broker or brokers claiming to
have interested Assignee in the Improvement or Premises or claiming to have
caused Assignee to enter into this Assignment.
-2-
8. Any notice required or permitted to be given under this Assignment
shall be deemed given when dispatched by registered or certified mail, return
receipt requested, postage prepaid, addressed:
to Assignee at:
National Bancorp, Inc.
0000 Xxxx Xxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxx Xxxx, President
with a copy to:
Xxx Xxxxxxx
Xxxxxxx, Ramello & Xxxxxx
0000 Xxxx Xxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
to Assignor at:
First Chicago Building Corporation
Real Estate Transaction Unit
One First Xxxxxxxx Xxxxx
Xxxx Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Unit Manager
with a copy to:
The First National Bank of Chicago
One First Xxxxxxxx Xxxxx
Xxxx Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Law Department
9. This Assignment constitutes the entire agreement of the Parties
relative to the subject matter hereof, and all prior negotiations, agreements
and understandings are specifically merged herein and superseded hereby. This
Assignment may be modified only by a written instrument executed by the Parties.
This Assignment is the result of the prior negotiations, agreements and
understandings of the Parties and is to be construed as the jointly prepared
product of the Parties.
10. The terms and provisions of this Assignment shall inure to the
benefit of and shall be binding upon the Parties and their respective
successors, representatives and permitted assigns.
-3-
11. This Assignment shall be construed in accordance with and governed
by the laws of the State of Illinois.
12. If any terms or provision of this Assignment or the application
thereof to any person or circumstances shall to any extent, be invalid or
unenforceable, the remainder of this Assignment, 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 Assignment shall be valid and be enforced to the fullest
extent permitted by law.
IN WITNESS WHEREOF, Assignor and Assignee have caused their duly
authorized representatives to execute this Assignment as of the date first above
written.
Assignor:
FIRST CHICAGO BUILDING CORPORATION
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
Assignee:
NATIONAL BANCORP, INC.
By: /s/ Xxxxxx X. Xxxx
------------------------------
Name:
Title: President 8/17/94
-4-
EXHIBIT "B"
-----------
AMENDMENT TO LEASE
------------------
This Amendment to Lease ("Amendment") is made as of 8/16, 1994, by
XXXXXX XXXXX, ("Landlord") and NATIONAL BANCORP, INC. ("Tenant").
RECITALS
--------
A. By Lease Agreement dated as of February 6, 1981 and Amendment
hereto dated July 15, 1982 (collectively the "Lease") Landlord leased to the
predecessor in interest of First Chicago Building corporation ("FCBC") certain
demised premises described and defined in the Lease.
B. By Assignment and Assumption of Lease dated 8/16, 1994, FCBC
assigned the Lease to Tenant.
C. Landlord and Tenant desire to amend the Lease.
In consideration of the mutual promises contained in this Amendment,
and for the good and valuable consideration, the receipt and sufficiency of
which are acknowledged, Landlord and Tenant agree as follows:
1. Notwithstanding any provisions of the Lease to the contrary, Tenant
shall pay to Landlord base rent per mont of $3,760 commencing November 1, 1994,
or December 1, 1994, as may be extended by the terms of paragraph 4 of this
Assignment and Assumption of Lease, through July 31, 1997. The total base rent
per year is $45,120. Base rent will be adjusted as set forth in Section 2-2 of
the Lease.
2. Tenant shall deposit with Landlord concurrently with the execution
of this Amendment an irrevocable letter of credit in an initial amount equal to
the total amount of base rent payable during the balance of the term of the
Lease issued by a financial institution approved by Landlord naming Landlord,
its successors and assigns as beneficiary and bearing an expiration date not
earlier than July 31, 1997 as security for Tenant's rental obligations under the
lease. So long as Tenant is not in default under the Lease, Tenant may decrease
the initial amount of the letter of credit annually commencing on October 1,
1995, or later, as may be extended by paragraph 4 of the Assignment and
Assumption of Lease, and each October 1 thereafter by an amount equal to the
total amount of the base rent paid by the Tenant under the Lease during the
previous twelve months. If Tenant exercised the Option to Renew Term, Tenant
will deposit with Landlord a replacement
letter of credit in an amount equal to the total amount of base rent payable
during the renewal term which shall be subject to annual reductions on Each
October 1 thereafter equal to the total amount of base rent paid during the
previous twelve (12) months.
3. This Amendment will be governed by the laws of the State of
Illinois. This Amendment is binding on parties or the respective successors and
assigns. Any terms used in this Amendment which is defined in the Lease and not
otherwise defined in this Amendment will have the same meaning as in the Lease.
In the event of any conflict between the terms of this Amendment and the terms
of the Lease, the terms of this Amendment will control.
4. Except for the modifications contained herein, the Lease shall
remain unmodified and in full force and effect.
The parties have executed this Amendment as of the date first above
written.
Landlord:
/s/ Xxxxxx Xxxxx
-----------------------------------
XXXXXX XXXXX
Tenant:
FIRST BANCORP, INC.
By: /s/ Xxxxxx X. Xxxx
------------------------------
Its: President 8-17-94
-2-
CONSENT OF LANDLORD
-------------------
The undersigned, being the Landlord under the Lese, hereby consents to
the terms and provisions of the foregoing Assignment and Assumption of Lease.
Landlord agrees as follows:
1. Upon the expiration of the first extended term of the lease on July
31, 1997, Assignor shall be released form all of the terms, covenants,
conditions and obligations as tenant under the Lease notwithstanding the
exercise by Assignee of its option to extend the Lease under Section 1-4 of the
Lease.
2. The Amendment to the Lease in substantially the form attached as
Exhibit "B" to the foregoing Assignment and Assumption of Lease when executed by
Landlord and Assignee shall not be binding upon Assignor.
3. Until the expiration of the first extended term of the Lease on
July 31, 1997, Landlord will not amend or modify the Lease without the prior
written consent of Assignor and Assignor shall in no event or to any extent be
bound by any amendment or modification of the Lease not consented to by
Assignor.
4. Upon the expiration of the first extended term of the Lease on July
31, 1997, Landlord will return the security deposit provided for in Section 1-5
of the lease to Assignor.
Executed 8/16, 1994.
/s/ Xxxxxx Xxxxx
-----------------------------------
XXXXXX XXXXX
-5-
EXHIBIT "B"
-----------
AMENDMENT TO LEASE
------------------
This Amendment to Lease ("Amendment") is made as of _______________,
1994, by XXXXXX XXXXX, ("Landlord") and NATIONAL BANCORP, INC. ("Tenant").
RECITALS
--------
A. By Lease Agreement dated as of February 6, 1981 and Amendment
hereto dated July 15, 1982 (collectively the "Lease") Landlord leased to the
predecessor in interest of First Chicago Building Corporation ("FCBC") certain
demised premises described and defined in the Lease.
B. By Assignment and Assumption of Lease dated __________, 1994, FCBC
assigned the Lease to Tenant.
C. Landlord and Tenant desire to amend the Lease.
In consideration of the mutual promises contained in this Amendment,
and for the good and valuable consideration, the receipt and sufficiency of
which are acknowledged, Landlord and Tenant agree as follows:
1. Notwithstanding any provisions of the Lease to the contrary, Tenant
shall pay to Landlord base rent per mont of $3,760 commencing November 1, 1994,
or December 1, 1994, as may be extended by the terms of paragraph 4 of this
Assignment and Assumption of Lease, through July 31, 1997. The total base rent
per year is $45,120. Base rent will be adjusted as set forth in Section 2-2 of
the Lease.
2. Tenant shall deposit with Landlord concurrently with the execution
of this Amendment an irrevocable letter of credit in an initial amount equal to
the total amount of base rent payable during the balance of the term of the
Lease issued by a financial institution approved by Landlord naming Landlord,
its successors and assigns as beneficiary and bearing an expiration date not
earlier than July 31, 1997 as security for Tenant's rental obligations under the
lease. So long as Tenant is not in default under the Lease, Tenant may decrease
the initial amount of the letter of credit annually commencing on October 1,
1995, or later, as may be extended by paragraph 4 of the Assignment and
Assumption of Lease, and each October 1 thereafter by an amount equal to the
total amount of the base rent paid by the Tenant under the Lease during the
previous twelve months. If Tenant exercised the option to Renew Term, Tenant
will deposit with Landlord a replacement
-1-
letter of credit in an amount equal to the total amount of base rent payable
during the renewal term which shall be subject to annual reductions on Each
October 1 thereafter equal to the total amount of base rent paid during the
previous twelve (12) months.
3. Notwithstanding any other provisions contained in this lease, in
the event (a) Tenant or its successors or assignees shall become insolvent or
bankrupt, or if it or their interests under this Lease shall be levied upon or
sold under execution or other legal process, or (b) the depository Institution
then operating on the Premises is closed, or is taken over by any depository
Institution supervisory authority ("Authority"), Landlord may, in either such
event, terminate this Lease only with the concurrence of any Receiver or
Liquidator appointed by such Authority; provided, that in the event this Lease
is terminated by the Receiver or Liquidator, the maximum claim of Landlord for
rent, damages, or indemnity for injury resulting from the termination,
rejection, or abandonment of the unexpired Lease shall by law in no event be in
an amount equal to all accrued and unpaid rent to the date of termination.
4. This Amendment will be governed by the laws of the State of
Illinois. This Amendment is binding on parties or the respective successors and
assigns. Any terms used in this Amendment which is defined in the Lease and not
otherwise defined in this Amendment will have the same meaning as in the Lease.
In the event of any conflict between the terms of this Amendment and the terms
of the Lease, the terms of this Amendment will control.
5. Except for the modifications contained herein, the Lease shall
remain unmodified and in full force and effect.
The parties have executed this Amendment as of the date first above
written.
Landlord:
-----------------------------------
XXXXXX XXXXX
Tenant:
NATIONAL BANCORP, INC.
By: /s/ Xxxxxx X. Xxxx
------------------------------
Its: President
-2-
