1
Exhibit 10.26
SUBLEASE
This Sublease is made as of the 9th day of June, 1998 by and between
Chicago Title and Trust Company, an Illinois corporation ("Sublessor") and The
Chicago Trust Company an Illinois corporation ("Sublessee").
WITNESSETH:
WHEREAS, pursuant to a lease dated July 24, 1989 (Commencing October 1,
1992, hereinafter referred to as the "Original Lease"), as amended by a First
Amendment to Lease dated November 17, 1989; by letter agreements dated October
31, 1989; November 17, 1989; November 30, 1989; December 1, 1989; December 6,
1989 and December 8, 1989 and by a Second Amendment to Lease dated December 23,
1992; a Supplement to Lease dated July 13, 1993; and letter regarding Lobby
Termination Notice dated September 24, 1996 true and complete copies of which
are annexed hereto as Exhibit A (said Original Lease and the First and Second
Amendments and all letter agreements being hereinafter collectively called the
"Prime Lease"), Linpro Chicago Land Limited Partnership ("Linpro") leased to
Sublessor certain premises designated therein and located in the building known
as 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx (such building being hereinafter
called the "Building"); and
WHEREAS, Equity Office Holdings, L.L.C. (the "Prime Landlord") has
succeeded to the interest of 000 Xxxxx Xxxxx Xxxxxx Limited Partnership,
successor in interest to Linpro under the Prime Lease.
WHEREAS, Sublessor desires to sublet to Sublessee and Sublessee desires to
sublease from Sublessor a portion of the premises demised to Sublessor in and by
the Prime Lease;
NOW THEREFORE, in consideration of the premises, mutual covenants,
agreements and provisions contained herein and subject thereto, the parties
hereto agree as follows:
1. Demised Premises. Sublessor hereby subleases to Sublessee and Sublessee
hereby hires and takes from Sublessor for the applicable term as set forth
in paragraph two below, the following premises in the Building:
a. All of the ninth (9th) floor consisting of 28,522 rentable square
feet as shown on Exhibit B attached hereto and incorporated herein
by this reference (the "9th Floor Space").
2
b. A portion of the tenth (10th) floor of the Building consisting of
18,921 rentable square feet in the portion of the 10th floor
cross-hatched on Exhibit C attached hereto and incorporated herein
by this reference (the "10th Floor Space").
c. A portion of Lower Level (LL3) of the Building consisting of 1,165
rentable square feet in the portion of LL3 cross-hatched on Exhibit
D attached hereto and incorporated herein by this reference (the
"LL3 Space").
The 9th Floor Space, 10th Floor Space, and LL3 Space are hereinafter
referred to as the "Premises."
2. Term. Sublessor hereby subleases the Premises to Sublessee and Sublessee
hereby hires and takes the Premises for a term of 14 1/4 years, commencing
June 9, 1998 (the "Commencement Date") and expiring September 29, 2012
(the "Termination date").
3. Use. The Premises shall be used as executive, administrative, general and
clerical offices for the conduct of Sublessee's business, which business
shall not be prejudicial to the reputation of, or reflect unfavorably on,
the Building so as to detract from it as a location for an outstanding
type of business occupancy, including activities incidental thereto, and
for no other purpose.
4. Base Rent.
a. Sublessee shall pay monthly to Sublessor, in advance, without
demand, set off or deduction, commencing on the Commencement Date
and on the first day of each and every calendar month thereafter
during the term hereof, the sums as set forth on Exhibit E attached
hereto and incorporated herein by this reference ("Base Rent").
b. If the Commencement Date shall occur on a day other than the first
day of a calendar month, then the Base Rent to be paid hereunder for
the first month shall be adjusted to reflect only those days during
such month that this Sublease is in effect. If this Sublease shall
expire or terminate with respect to any portion of the Premises on a
day other than the last day of a calendar month, then the Base Rent
payable for that month with respect to such portion of the Premises
shall be adjusted to reflect only those days during such month that
this Sublease was in effect with respect to such portion of the
Premises.
5. Additional Rent. Sublessee shall pay to Sublessor, as Additional Rent, its
proportionate share of any increase in the rent payable by Sublessor to
Prime Landlord pursuant to paragraph 2 of the Prime Lease. Sublessee's
proportionate share shall be in the same proportion as the Premises bears
to the amount of space leased pursuant to the Prime Lease as such amount
of Space leased by Sublessor may change from time to time. As of
2
3
the date of sublease execution, such proportionate share is equal to
17.89%. Sublessee and Sublessor shall adjust such payments of Additional
Rent between them annually, according to the procedure set forth in
paragraph 2 of the Prime Lease.
Relative to the payment of its proportionate share of real estate taxes,
Sublessee shall pay its proportionate share to Sublessor at the time Prime
Landlord bills Sublessor for Sublessor's proportionate share of real
estate taxes pursuant to the terms of paragraph 2 of the Prime Lease.
In the event this Sublease shall expire or terminate other than on the
last day of a calendar month, any additional rent to which Sublessor is
entitled with respect to the calendar month in which this Sublease expires
or terminates shall be prorated and apportioned. If, and to the extent
that, Sublessor receives a refund from Prime Landlord of any additional
rent which is allocable to additional rent already paid by Sublessee,
Sublessor shall refund same to Sublessee within fifteen (15) business days
after Sublessor's receipt thereof. The provisions of this paragraph 5
shall survive the expiration or termination of the Sublease.
6. Incorporation By Reference.
a. This is a Sublease and is subject and subordinate to the terms,
covenants and provisions of the Prime Lease and to the lien of any
mortgage or mortgages which may now or hereafter encumber or
otherwise affect the real estate (including the Building) of which
the Premises form a part or any leasehold interest therein.
b. Sublessor represents that the Prime Lease is in full force and
effect, that there are no existing defaults under the Prime Lease on
the part of Sublessor as tenant thereunder nor does the Prime
Landlord claim that there is any existing default thereunder on the
part of the Sublessor and that no event has occurred which, with the
giving of notice and/or the passage of time or otherwise, will
constitute a default thereunder. Sublessor agrees that each of the
aforesaid representations shall also be true as of the date of the
commencement of the term of this Sublease. Sublessor covenants not
to permit the continuance of any default under the Prime Lease
beyond the applicable grace period specified therein for curing the
same.
c. Sublessee hereby assumes and agrees to be bound by and observe,
fulfill and perform, fully, faithfully and promptly, all the
provisions, terms, covenants, conditions and obligations provided in
the Prime Lease to bind and/or to be observed, fulfilled and/or
performed by Sublessee thereunder to the extent they apply to all or
any portion of the Premises, except as amended by this Sublease. All
of the terms, covenants, conditions and agreements of the Prime
Lease, except such as are, by their nature or purpose, inapplicable
and inappropriate to the subleasing of the Premises, pursuant to
this Sublease or are inconsistent with or
3
4
modified or excluded by any of the provisions of this Sublease, are
hereby adapted to, incorporated in and made part of this Sublease
with the same force and effect as though set forth herein in full;
provided, however, that for all purposes of this Sublease, whenever
the word "Landlord" appears in the above-mentioned Prime Lease, it
shall be deemed to read "Sublessor"; whenever the word "Tenant"
appears in said Prime Lease, it shall be deemed to read "Sublessee";
and whenever the word "Lease" appears in said provisions, it shall
be deemed to read "Sublease".
d. The performance by Prime Landlord of its obligations under the Prime
Lease shall, for all purposes of this Sublease, be deemed to be the
performance of such obligations by Sublessor under the articles of
the Prime Lease incorporated herein by reference, and Sublessor's
obligations under said articles so incorporated herein shall be
limited to the extent to which such obligations are performed by the
Prime Landlord under the Prime Lease. Notwithstanding the foregoing,
Sublessor shall use its best efforts to assure that the Prime
Landlord performs its obligations under the Prime Lease.
7. Assignment and Subletting. Sublessee shall not assign this Sublease or
sublet all or any part of the Premises without the prior written consent
of Sublessor, and any attempted assignment or sub-subletting in
contravention of this provision shall, at Sublessor's option, be null and
void and of no force and effect. In the event Sublessee desires to assign
or sublet all or any portion of the Premises (the "Intended
Sublet/Assignment Space") Sublessee shall first notify Sublessor of its
desire to do so and Sublessor shall have thirty (30) days from the receipt
of said notice to notify Sublessor that it will recapture the Intended
Sublet/Assignment Space for its own use. If the Sublessor does exercise
its rights hereunder to recapture the Intended Sublet/Assignment Space,
this Sublease shall terminate as to the Intended Sublet/Assignment Space
only. Failure by Sublessor to exercise such right of recapture within the
thirty (30) day time period shall be deemed a waiver of such right by
Sublessor. If Sublessor does not exercise its right of recapture hereunder
and Sublessee shall have first obtained the consent thereto of the Prime
Landlord, Sublessor shall not withhold its consent to any assignment of
the Sublease or subletting of the Premises by Sublessee.
8. Covenant of Quiet Enjoyment. Sublessor covenants that upon Sublessee
paying the rent and additional rent and observing and performing all the
terms, covenants and conditions hereof on Sublessee's part to be observed
and performed, Sublessee may peaceably and quietly enjoy the Premises
without disturbance by Sublessor or anyone claiming by, through or under
Sublessor.
9. Prime Landlord's Consent. This Sublease is contingent upon Sublessor's
promptly securing the prior consent thereto of the Prime Landlord in the
form attached as Exhibit F. The cost, if any, of obtaining such consent
shall be borne by Sublessor.
4
5
10. Prime Lease. Sublessor shall not surrender the Prime Lease nor consent to
any modification thereof affecting the Premises without the prior written
consent of Sublessee (which consent shall not be unreasonably withheld).
Sublessor shall promptly forward to Sublessee copies of all notices
received by it which relate to Sublessee's occupancy of the Premises.
11. As Is. No warranties or representations, expressed or implied, are made or
intended to be made by Sublessor with respect to the Premises or the
Sublease. Sublessee has inspected the Premises and accepts the same "as
is," in its condition at the date hereof. Sublessor shall have no
obligation to perform any alterations, decorations or other work in or
about the Premises. Sublessee acknowledges that it is responsible for all
alterations required for Sublessee's occupancy and further acknowledges
that all such alterations will be completed in compliance with the Prime
Lease. At the expiration or earlier termination of this Sublease,
Sublessee shall surrender possession of the Premises to Sublessor in the
same condition as it is existing on the Commencement Date, except for
normal wear and tear and damage by insured casualty, and except for any
modifications or changes to the Premises that Sublessor and Prime Landlord
have approved and agreed in writing may remain after the termination of
this Sublease.
12. Indemnity. Sublessee shall indemnify Sublessor against and save it
harmless from any liability, cost or expense, including reasonable
attorneys' fees, in connection with any and all claims made on behalf of
or by any person, firm or corporation for personal injury, death or
property damage arising from or in connection with the use or occupancy of
the Premises or from any breach or default by Sublessee of any of the
terms, covenants and conditions of this Sublease.
13. Notices. Any notices required or desired to be given hereunder shall be in
writing and shall be either delivered by hand or sent via registered mail,
return receipt requested, to be effective upon delivery if hand-delivered,
or up no mailing if mailed, to the parties addressed as follows, or to
such other address as the parties may by written notice designate:
Sublessor: Chicago Title and Trust Company
000 X. Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Vice President/Real Estate
Sublessee: The Chicago Trust Company
000 X. Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Senior Vice President and Chief Financial Officer
5
6
14. Default. In the event Sublessee shall default in the full performance of
any of the terms, covenants and conditions on its part to be performed
under this Sublease, then Sublessor shall have the same rights and
remedies with respect to such default as are given to Prime Landlord under
the Prime Lease with respect to defaults by Sublessor, as tenant under the
Prime Lease.
Notwithstanding the foregoing, this Sublease is separate from and
subordinate to the Prime Lease. Anything contained in any provision of
this Sublease to the contrary notwithstanding, Sublessee agrees, with
respect to the Premises, to comply with and remedy any default within the
period allowed to Sublessor as tenant under the Prime Lease.
If Sublessor shall default in the payment of any rent due under the Prime
Lease, Prime Landlord is hereby authorized to collect any rents due or
accruing under this Sublease and to apply the net amounts so collected to
Base Rent and Additional Rent reserved under the Prime Lease, and
Sublessee shall be entitled to apply the net amount so paid to Prime
Landlord to Base Rent and Additional Rent due hereunder. The receipt by
Prime Landlord of any amounts from Sublessee shall not be deemed or
construed as releasing Sublessor from its obligations under the Prime
Lease or the acceptance of Sublessee as a direct tenant.
15. Insurance. Sublessee shall maintain with respect to the Premises the
insurance, if any, required to be maintained under the Prime Lease. Each
such policy shall provide that it cannot be canceled except upon thirty
(30) days' prior notice to Sublessor and Prime Landlord and shall name
Sublessor, Prime Landlord and Prime Landlord's managing agent, if any, as
insured parties thereunder, and a copy or certificate thereof shall be
delivered to Sublessor and Prime Landlord prior to the Commencement Date
for space included in the Premises, and thereafter not less than
twenty-five (25) days prior to the expiration of the policy then in
effect.
16. Waiver of Subrogation. Whenever (a) any loss, cost, damage, injury or
expense resulting from fire, explosion or any other casualty or occurrence
normally covered by fire and extended coverage insurance is incurred by
either party to this Sublease in connection with the Premises, and (b)
such party is then covered in whole or in part by insurance with respect
to such loss, cost, damage, injury or expenses, then the party so insured
hereby releases the other party from any liability it may have on account
of such loss, cost, damage or expense, to the extent of any amount
recovered by reason of such insurance, and waives any right of subrogation
which might otherwise exist in or accrue to any person on account thereof,
provided that such release of liability and waiver of the right of
subrogation shall not be operative in any case where the effect thereof
would be to invalidate such insurance coverage or increase the cost
thereof provided that, in the case of increased cost, the other party
shall have the right, within thirty (30) days
6
7
following written notice, to pay such increased cost, thereupon keeping
such release and waiver in full force and effect).
17. Requirements of Law. Sublessee shall comply with all laws and ordinances
and all rules, orders or regulations (present, future, ordinary,
extraordinary, foreseen or unforeseen) of any governmental authority or of
the Board of Fire Underwriters (or any successor thereto), at any time
duly issued and in force, attributable to any work (including, without
limitation, alteration work to prepare the Premises for occupancy by
Sublessee), installation, occupancy, use or manner of use by Sublessee of
the Premises or any part thereof. Sublessee shall procure and maintain all
licenses and permits required for its business.
18. Captions. The captions are inserted only as a matter of convenience and
for reference and in no way define, limit or describe the scope of this
Sublease nor the intent of any provision hereof.
19. Governing Law. This Sublease shall be governed by and construed and
enforced in accordance with the internal laws of the State of Illinois
applicable to contracts made and to be wholly performed within such State
and without preference to the conflicts or choice of laws rules of such
State.
20. Amendments and Waiver. This Sublease may not be amended, nor may
compliance with any provision be waived, except by a written instrument
signed by the parties hereto specifying such waiver or modification.
21. Complete Agreement. This Sublease, including all exhibits and agreements
referred to herein, constitutes the entire agreement between the parties
hereto and no earlier statements or prior written matter shall have any
force or effect. Sublessee acknowledges it is not relying on any
representations or agreements other than those contained in this Sublease.
This Sublease shall not be modified, canceled or amended except by written
instrument executed by both parties.
22. Successors and Assigns. The covenants, conditions and agreements contained
in this Sublease shall bind and inure to the benefit of Sublessor and
Sublessee and their respective successors and, except as otherwise
provided in this Sublease, their assigns.
7
8
IN WITNESS WHEREOF, this Sublease has been duly executed as of the day and
year first hereinabove written.
Sublessor: CHICAGO TITLE AND TRUST COMPANY
Attest: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxx, Xx.
---------------------- ---------------------------
Ass't. Secretary Its: Executive Vice President
Sublessee: THE CHICAGO TRUST COMPANY
Attest: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------- ---------------------------
Its: Senior Vice President
8
