Exhibit Number (10)(iv)
To 3/31/98 Form 10-Q
SEVENTH AMENDMENT
This Seventh Amendment (the "Seventh Amendment") is made and entered
into as of February 24, 1998 by and between AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, not individually, but solely and only as Trustee under a
certain Trust Agreement dated the 5th day of April, 1990 and known as Trust No.
110513-07 (the "Landlord") and THE NORTHERN TRUST COMPANY, an Illinois banking
corporation (the "Tenant").
R E C I T A L S:
----------------
A. American National Bank and Trust Company of Chicago Trust No.
65287 (the "Prior Landlord") as landlord and Tenant as tenant have previously
executed a written lease dated as of August 27, 1985 (the "Original Lease"), a
written first amendment to agreement to lease dated as of August 15, 1986 (the
"First Amendment"), a written second amendment to agreement to lease dated as of
August 6, 1987 (the "Second Amendment") and a written third amendment to
agreement to lease dated as of May 20, 1988 (the "third Amendment").
B. The Original Lease as amended by the First Amendment, Second
Amendment and Third Amendment was assigned by Prior Landlord to Landlord by an
assignment dated April 6, 1990.
C. Landlord as landlord and Tenant as tenant have previously executed
a written fourth amendment to agreement to lease dated as of May 1, 1990 (the
"Fourth Amendment"), a written fifth amendment to agreement dated as of January
12, 1995 (the "Fifth Amendment") and a written sixth amendment to agreement to
lease dated as of November 30, 1995 (the "Sixth Amendment"), leasing certain
premises (the "Premises") in a building (the "Building") located on the real
estate with the street address of 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx.
The Original Lease, as amended by the First Amendment, Second Amendment, Third
Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment is hereinafter
referred to as the "Lease".
D. Landlord and Tenant desire to temporarily expand the size of the
Premises described in the Lease by an additional 8,245 rentable square feet (the
"Seventh Expansion Space") for a term (the "Seventh Term") commencing on that
date (the Seventh Trigger Date"), which is the later of: (i) the date Landlord
tenders possession of the Seventh Expansion Space to Tenant in the condition
required by Section 6 hereof; or (ii) March 15, 1998 and ending on that date
(the "Seventh Ending Date") which is the earlier of: (i) March 14, 2001; or (ii)
the date set forth in a termination notice delivered by Tenant to Landlord
pursuant to Section 7 of this Seventh Amendment. The Seventh Expansion Space is
located on the 15th floor of the Building. The
location of the Seventh Expansion Space is indicated on Exhibit AE-7 attached
hereto and incorporated herein by reference.
E. Landlord and Tenant desire to modify and amend some of the
provisions of the Lease by the terms and provisions of this Seventh Amendment.
NOW, THEREFORE, in consideration of the respective covenants of the parties
hereto contained in the Lease and this Seventh Amendment, Landlord and Tenant do
hereby mutually agree as follows:
1. CONTROLLING LANGUAGE. Insofar as the specific terms and provisions of
this Seventh Amendment purport to amend or modify or are in conflict with the
specific terms and provisions of the Lease, the terms and provisions of this
Seventh Amendment shall govern and control; in all other respects, the terms and
provisions (and definitions) of the Lease shall remain in full force and effect
and unmodified. The Recitals set forth above are incorporated herein by
reference as if fully set forth.
2. PREMISES. Effective as of the Seventh Trigger Date, Paragraph 1A of the
Lease shall, subject to future lease amendments affecting the size of the
Premises, be deemed automatically amended by adding thereto the description and
size of the Seventh Expansion Space contained in Recital D above and the
Premises shall be deemed to contain, in the aggregate approximately 240,688 RSF.
Effective as of the Seventh Ending Date, the size of the Premises shall,
automatically revert back to the RSF contained therein immediately prior to this
Seventh Amendment, subject to future lease amendments affecting the size of the
Premises. Tenant shall vacate and return the Seventh Expansion Space to the
Landlord, in the condition required by Paragraph 15 of the Lease, subject to the
condition Tenant received it in pursuant to Section 6 hereof, no later than the
Seventh Ending Date.
3. COMMENCEMENT DATE. Notwithstanding the provisions contained in
Paragraph 3 of the Lease, the "Commencement Date" with respect to the Seventh
Expansion Space shall be the Seventh Trigger Date. Tenant's obligations to pay
Rent and Operating Expenses allocable to the Seventh Expansion Space shall
commence as of the Seventh Trigger Date.
4. SEVENTH EXPANSION SPACE BASE RENT. Effective as of the Seventh Trigger
Date, in addition to all other payments of Rent required under the Lease
(including, but not limited to the Base Rental amounts set forth in Paragraph 4
of the Lease), and constituting an additional component of Rent under the Lease,
Tenant shall pay to Landlord the following sums during the Seventh Term as and
for Seventh Expansion Space Base Rent:
2
==========================================================================
RATE PERIODS OF PER MONTHLY SEVENTH ANNUAL SEVENTH
THE SEVENTH SQ/FT EXPANSION SPACE EXPANSION SPACE
TERM RENTAL BASE RENT BASE RENT
--------------------------------------------------------------------------
3/15/98 - 3/14/99 $ 9.50 6,527.29 78,327.50
--------------------------------------------------------------------------
3/15/99 - 3/14/2000 $10.00 6,870.83 82,450.00
--------------------------------------------------------------------------
3/15/2000 - 3/14/2001 $10.50 7,214.38 86,572.50
==========================================================================
Each installment of Monthly Seventh Expansion Space Base
Rent shall be paid promptly on the first day of each and
every calendar month during of the Seventh Term. It is
the intent of Landlord and Tenant that the installments
of Monthly Seventh Expansion Space Base Rent for each
March during the Seventh Term be prorated to take into
account the fact that the Seventh Term and the Rate
Periods of the Seventh Term, begin and end during the
middle of March. The prorated amounts of Monthly Seventh
Expansion Space Base Rent, for each month of March
occurring during the Seventh Term shall be: (i) for March
1998, the sum of $3,579.48; (ii) for March 1999, the sum
of $6,715.68; (iii) for March 2000, the sum of $7,059.23;
and (iv) for March 2001, the sum of $3,258.11.
5. RENT ADJUSTMENTS. Notwithstanding any provision of the Lease to the
contrary, including but not limited to the provisions contained in Paragraph 5B
of the Lease, the Tenant shall not be liable for or required to pay any Rent
Adjustments or Rent Adjustment Deposits for or in relation to the Seventh
Expansion Space Base Rent.
6. CONDITION OF THE SEVENTH EXPANSION SPACE. Tenant does hereby
acknowledge that it has examined the Seventh Expansion Space and that the same
has been previously built out and is currently occupied by another tenant of the
Building. Tenant accepts the Seventh Expansion Space in its current "as is"
condition, subject to the vacation thereof by the current tenant without causing
any material damage thereto, and the delivery of possession thereof by Landlord
to Tenant, in a broom swept condition. Landlord has not promised and shall not
be required to make any improvements or alterations in or to the Seventh
Expansion Space.
7. TERMINATION RIGHT. Tenant shall have the right (the "Termination
Right") to end the Seventh Term effective any time after December 14, 2000, upon
not less than 6 months prior written notice to Landlord (the "Termination
Notice"). Together with the Termination Notice, Tenant shall pay to the Landlord
the sum of $10,000.00 (the "Termination Payment"). The Termination Notice shall
state the date of termination (the "Termination Date"), which shall be the last
day of a calendar month, and which shall not be less than 6 months subsequent to
the
3
date of Tenant's delivery of the Termination Notice and Termination Payment to
Landlord. If Tenant shall exercise the Termination Right as aforesaid: (i) the
Tenant shall vacate the Seventh Expansion Space by the Termination Date and
return it to the Landlord in the condition required by Paragraph 15 of the
Lease; and (ii) the Seventh Term shall automatically end as of the Termination
Date. Except for Tenant's obligation to vacate and return the Seventh Expansion
Space as aforesaid and the obligation to pay Landlord the Termination Payment
and any Rent relating to the Seventh Expansion Space which has accrued through,
but remains unpaid as of the Termination Date, Tenant shall have no further
rights or obligations in relation to the Seventh Expansion Space after the
Termination Date.
8. NO OPTION TO EXTEND. Landlord and Tenant do hereby acknowledge that the
options to extend the Lease, as set forth in Section 33 thereof, shall not apply
to the Seventh Expansion Space.
9. RIGHT OF FIRST REFUSAL. Landlord and Tenant do hereby acknowledge that
after the Seventh Ending Date, the Seventh Expansion Space shall again be
subject to the right of first refusal contained in Paragraph 31 of the Lease.
10. BROKERS. Tenant represents that except for XXXXXX-XXXXXXX MANAGEMENT
CORPORATION, it has not dealt with any real estate brokers in connection with
this Seventh Amendment and, to its knowledge, no broker other than XXXXXX-
XXXXXXX MANAGEMENT CORPORATION, initiated or participated in the negotiation of
this Seventh Amendment, submitted or showed the Seventh Expansion Space or any
other space in the Building to Tenant or is entitled to any commission or fee in
connection with this Seventh Amendment. Tenant hereby agrees to indemnify,
defend, and hold Landlord harmless from and against any and all claims of any
other party for broker commissions or fees in connection with this Seventh
Amendment who claim to have dealt with the Tenant.
Landlord represents that except for XXXXXX-XXXXXXX MANAGEMENT CORPORATION,
it has not dealt with any real estate brokers in connection with this Seventh
Amendment and, to its knowledge, no broker other that XXXXXX-XXXXXXX MANAGEMENT
CORPORATION, initiated or participated in the negotiation of this Seventh
Amendment, submitted or showed the Seventh Expansion Space or any other space in
the Building, on behalf of Landlord, to Tenant or is entitled to any commission
or fee in connection with this Seventh Amendment. Landlord hereby agrees to
indemnify, defend, and hold Tenant harmless from and against any and all claims
of XXXXXX-XXXXXXX MANAGEMENT CORPORATION and any other party for broker
commissions or fees in connection with this Seventh Amendment who claim to have
dealt with the Landlord.
11. MERGER. All negotiations, considerations, representations and
understandings between Landlord and Tenant relating to this Seventh Amendment
are incorporated herein and may be modified or altered only by agreement, in
writing, between Landlord and Tenant. No modification, termination, or surrender
of the Lease, as modified by this Seventh Amendment, or surrender of the
Premises (including the Seventh Expansion Space) or any part thereof or of
4
any interest therein by Tenant shall be valid or effective unless agreed to and
accepted, in writing, by Landlord and no act by any representative or agent of
Landlord other than delivery of such a written agreement and acceptance by
Landlord shall constitute agreement to and acceptance thereof. Any prior
negotiations or intentions of the parties relating to this Seventh Amendment,
whether oral or evidenced by written documentation dated prior to the date of
this Seventh Amendment, are null and void, unless specifically incorporated
herein by reference.
12. EXONERATION CLAUSE. This Seventh Amendment is executed by the
undersigned, American National Bank and Trust Company of Chicago, not
personally, but as Trustee in the exercise of the power and authority conferred
upon and vested in it as such Trustee and under the express direction of the
beneficiaries of the said Trust. It is expressly understood and agreed that all
of the warranties, indemnities, representations, covenants, undertakings and
agreements herein made on the part of the Trustee are undertaken by it solely in
its capacity as Trustee and not personally. No personal liability or personal
responsibility is assumed by or shall at any time be asserted or enforceable
against the Trustee on account of any warranty, indemnity, representation,
covenant, undertaking or agreement of the Trustee in this instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
LANDLORD: AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, not individually, but
solely as Trustee under Trust Agreement dated April
5, 1990 and known as Trust No. 110513-07
/s/ J. Xxxxxxx Xxxxxx
By:_______________________________
Title: Vice President
/s/ Xxxx Xxxxxxxx
By:_______________________________
Assistant Secretary
TENANT: THE NORTHERN TRUST COMPANY
/s/ Xxxxx Xxxxx
By:________________________________
Title: Vice President
5
EXHIBIT AE-7
SEVENTH EXPANSION SPACE
[CHART APPEARS HERE]
THE NORTHERN TRUST
8,245 RSF
XXXXX 00
TOTAL RSF: 21,227
