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EXHIBIT 10.34
PRINTERS' SQUARE LEASE
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LEASE
1. BASIC LEASE PROVISIONS AND IDENTIFICATION OF EXHIBITS
1.1 Basic Lease Provisions.
(A) Buildings and Address:
Printers' Square
000-000 Xxxxx Xxxxxxx Xxxxxx,
00 Xxxx Xxxx Xxxxxx and
00 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
(B) Landlord and Address:
LaSalle Bank National
Association formerly known as
LaSalle National Bank, LaSalle National Trust N.A.,
not personally, but solely as Trustee under Trust Agreement dated
April 14, 1978 and known as Trust Number 54214
c/o Anvan Realty & Management
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
(C) Tenant and Current Address:
Universal Access, Inc.
000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
(D) Date of Lease: December 13, 1999
(E) Lease Term: Ten (10) Years and Seventeen (17) Days
(F) Commencement Date of Term: December 15, 1999
(G) Expiration Date of Term: December 31, 2009
(H) Monthly Base Rent:
Suite 121 (891 RSF)
Annual Base Rent in Monthly Base Rent in Rental Rate
Period U.S. Dollars U.S. Dollars PSF
------ ------------------- -------------------- -----------
12/15/99 - 3/31/00 $15,574.68 $1,297.89 $17.48
4/1/00 - 3/31/01 16,046.88 1,337.24 18.01
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Annual Base Rent in Monthly Base Rent in Rental Rate
Period U.S. Dollars U.S. Dollars PSF
------ ------------------- -------------------- -----------
4/1/01 - 12/31/02 20,047.56 1,670.63 22.50
1/1/03 - 12/31/03 24,342.12 2,028.51 27.32
1/1/04 - 12/31/04 25,072.74 2,089.40 28.14
1/1/05 - 12/31/05 25,821.18 2,151.77 28.98
1/1/06 - 12/31/06 26,596.32 2,216.36 29.85
1/1/07 - 12/31/07 27,398.28 2,283.19 30.75
1/1/08 - 12/31/08 28,218.00 2,351.50 31.67
1/1/09 - 12/31/09 29,064.48 2,422.04 32.62
Xxxxx 000 (1,807 RSF)
Annual Base Rent in Monthly Base Rent in Rental Rate
Period U.S. Dollars U.S. Dollars PSF
------ ------------------- -------------------- -----------
12/15/99 -3/14/00 0* 0* 0*
3/15/00 - 12/31/00 $45,174.96 $3,764.58 $25.00
1/1/01 - 12/31/01 46,530.24 3,877.52 25.75
1/1/02 - 12/31/02 47,921.64 3,993.47 26.52
1/1/03 - 12/31/03 49,367.28 4,113.94 27.32
1/1/04 - 12/31/04 50,849.04 4,237.42 28.14
1/1/05 - 12/31/05 52,366.92 4,363.91 28.98
1/1/06 - 12/31/06 53,938.92 4,494.91 29.85
1/1/07 - 12/31/07 55,565.28 4,630.44 30.75
1/1/08 - 12/31/08 57,227.64 4,768.97 31.67
1/1/09 - 12/31/09 58,944.36 4,912.03 32.62
--------
* Provided no Event of Default has occurred (and if such Event of
Default occurs Tenant shall pay Base Rent for such 3-month period in the amount
of $3,764.58 per month).
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EQUIPMENT SPACES:
ANNUAL RENTAL RATE PER USABLE
PERIOD SQUARE FOOT IN U.S. DOLLARS
------ -----------------------------
12/15/99 - 12/31/00 $12.50
1/1/01 - 12/31/01 12.88
1/1/02 - 12/31/02 13.26
1/1/03 - 12/31/03 13.66
1/1/04 - 12/31/04 14.07
1/1/05 - 12/31/05 14.49
1/1/06 - 12/31/06 14.93
1/1/07 - 12/31/07 15.37
1/1/08 - 12/31/08 15.83
1/1/09 - 12/31/09 16.31
The actual amount of Monthly Base Rent payable for any Equipment Space
shall be determined based upon the rates listed above when the exact size of
such space is determined and a Space Acceptance Agreement is fully executed.
(I) Rentable Area Of The Premises
(i) Suite 121 - 891 rentable square feet
(ii) Suite 123 - 1,807 rentable square feet
(iii) Equipment Spaces - To be determined prior to the
Commencement Date pursuant to section 2 hereof
(a) Generator Space - approximately 242 rentable square
feet (to be determined in accordance with Space
Acceptance Agreement)
(b) Antenna Space - square footage shall be in
accordance with the Space Acceptance Agreements to
be executed pursuant to the terms hereof
(c) HVAC Space - square footage shall be in accordance
with the Space Acceptance Agreements to be executed
pursuant to the terms hereof
(J) Security Deposit: $14,256
(K) Floor: First Floor
(L) Options:
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(i) Options to renew as set forth in section 29 below
(ii) Right of First Opportunity as set forth in section 30
below
1.2 Identification of Exhibits. The exhibits set forth below and
attached to this Lease are incorporated in this Lease by this reference:
EXHIBIT A - Plan of Premises
EXHIBIT B - Intentionally Omitted
EXHIBIT C - Pathway Use Fees
EXHIBIT D - Pathway Confirmation Agreement Form
EXHIBIT E - Space Acceptance Agreement
EXHIBIT F - Plan of Option Space
2. PREMISES AND TERM
2.1 Lease of Premises; Description of Complex. Landlord leases to Tenant
and Tenant leases from Landlord the premises known as Xxxxx 000 xxx Xxxxx 000
(collectively, the "Premises") shown on Exhibit A, which are or will be
contained in the Buildings (the "Buildings") located at the address stated in
l.l.A., which Buildings are part of an office, commercial and apartment building
complex known as Printers' Square and located at 000-000 Xxxxx Xxxxxxx Xxxxxx,
00 Xxxx Xxxx Xxxxxx and 00 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, upon the
following terms and conditions. For purposes of this Lease, "Complex" shall mean
all land, buildings and improvements, including the "Common Areas" (hereinafter
defined) comprising Printers' Square.
(A) The office and commercial area of the Complex means:
(1) The entire first floor of the entire Complex with
entrance ways at the following addresses: 00 Xxxx Xxxx, 000 Xxxxx
Xxxxxxx, 000 Xxxxx Xxxxxxx, 000 Xxxxx Xxxxxxx and 00 Xxxx
Xxxxxxxx Xxxxxxx.
(2) The entire second and third floors at 000 Xxxxx
Xxxxxxx, 000 Xxxxx Xxxxxxx and 000 Xxxxx Xxxxxxx Xxxxxxx.
(3) The entire fourth floor at 000 Xxxxx Xxxxxxx and 000
Xxxxx Xxxxxxx Xxxxxxx.
(4) The entire fifth, sixth, seventh and eighth floors at
000 Xxxxx Xxxxxxx Xxxxxx.
(B) The residential area of the Complex means:
(1) The entire second floor at 000 Xxxxx Xxxxxxx Xxxxxx,
000 Xxxxx Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxxxx Xxxxxx.
(2) The entire third floor at 000 Xxxxx Xxxxxxx Xxxxxx,
000 Xxxxx Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxxxx Xxxxxx.
(3) The entire fourth floor at 000 Xxxxx Xxxxxxx Xxxxxx,
000 Xxxxx Xxxxxxx Xxxxxx, 000 Xxxxx Xxxxxxx Xxxxxx and 000 Xxxxx
Xxxxxxx Xxxxxx.
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(4) The entire fifth, sixth, seventh and eighth floors at
000 Xxxxx Xxxxxxx Xxxxxx, 000 Xxxxx Xxxxxxx Xxxxxx, 000 Xxxxx
Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxxxx Xxxxxx.
(5) The entire ninth floor at 000 Xxxxx Xxxxxxx Xxxxxx,
000 Xxxxx Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxxxx Xxxxxx.
(6) The entire tenth, eleventh and twelfth floors at 000
Xxxxx Xxxxxxx Xxxxxx and 000 Xxxxx Xxxxxxx Xxxxxx.
2.2 Term. The term of this Lease (the "Term") shall commence on the date
(the "Commencement Date"), which is the earlier to occur of the date stated in
section 1.1.F. or the date Tenant first occupies all or part of the Premises for
the conduct of business. The Term shall expire on the date (the "Expiration
Date") stated in section l.l.G, unless sooner terminated, as otherwise provided
in this Lease.
3. RENT. Tenant agrees to pay to Landlord at the office of the managing agent
(the "Manager") of the beneficiary of Landlord (the "Beneficiary"), or at such
other place designated by Landlord, without any prior notice or demand and
without any deduction or set off whatsoever, base rent at the initial monthly
rate stated in section l.l.H ("Monthly Base Rent"). Monthly Base Rent is subject
to adjustment pursuant to section 22.2, and as adjusted is called "Adjusted
Monthly Base Rent." Adjusted Monthly Base Rent shall be paid monthly in advance
on the first day of each month of the Term, except that the first installment of
Monthly Base Rent shall be paid by Tenant to Landlord upon execution of this
Lease by Tenant. Adjusted Monthly Base Rent shall be prorated for partial months
within the Term. All charges, costs and sums required to be paid by Tenant to
Landlord under this Lease in addition to Adjusted Monthly Base Rent shall be
considered additional rent, and Adjusted Monthly Base Rent and additional rent
shall be collectively called "Rent." Tenant's covenant to pay Rent shall be
independent of every other covenant in this Lease. In the event Tenant desires
to interconnect its telecommunications equipment with the telecommunications
equipment of other tenants in the Building, Tenant may, upon obtaining
Landlord's written approval, which approval shall not be unreasonably withheld
or delayed, do so in accordance with the terms and conditions of this Lease,
specifically including the terms of section 10 hereof. Notwithstanding the
foregoing, Landlord shall perform all work necessary to effectuate such
interconnections at commercially reasonable rates and Tenant shall reimburse
Landlord for the costs of such work within ten (10) business days after receipt
of an invoice from Landlord for same. The pathways granted hereunder shall not
be considered a part of the Premises and shall be granted as an irrevocable
license (except upon an Event of Default hereunder) for use in common with
Landlord and other tenants of the Building which license shall be coterminous
with the Term of this Lease. Notwithstanding anything contained herein to the
contrary, if any license granted by Landlord to Tenant hereunder or under a
Pathway Confirmation Agreement or Space Acceptance Agreement is revoked or
terminated by Landlord except in connection with an Event of Default under this
Lease, Rent due under this Lease shall xxxxx commencing as the date of such
revocation and continuing until such license is restored or until Landlord has
provided Tenant with substitute space in the Building. The pathway use fees
shall be as set forth on Exhibit C attached hereto.
4. SECURITY DEPOSIT. As security for the performance of its obligations under
this Lease, Tenant, upon its execution of this Lease, has paid to Landlord a
security deposit (the "Security Deposit") in the amount stated in section l.l.J.
The Security Deposit may be applied by Landlord to cure any default of Tenant
under this Lease, and upon notice by Landlord of such application, Tenant shall
replenish the Security Deposit in full by promptly paying to Landlord the amount
so applied. Landlord shall not pay any interest on the Security Deposit. Within
forty-five (45) days after the Expiration Date, Landlord shall return to
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Tenant the balance, if any, of the Security Deposit. The Security Deposit shall
not be deemed an advance payment of Rent or a measure of damages for any default
by Tenant under this Lease, nor shall it be a bar or defense to any action which
Landlord may at any time commence against Tenant.
5. SERVICES.
5.1 Landlord's General Services. Landlord shall provide the following
services:
(A) Intentionally Deleted;
(B) city water from the regular Buildings fixtures for drinking,
lavatory and toilet purposes only;
(C) Intentionally Deleted;
(D) customary cleaning, mowing, groundskeeping, snow removal and
trash removal in the "Common Areas" (hereinafter defined);
(E) washing of windows in the Premises, inside and outside at
reasonable intervals;
(F) adequate passenger elevator service in common with other
tenants of the Buildings and freight elevator service subject to
scheduling by Landlord;
(G) heating, air-conditioning and lighting of Common Areas (House
Meter); and
(H) security services, the nature and extent of which shall be
determined by Landlord in its sole discretion.
5.2 Additional and After-Hour Services. Landlord shall not be obligated
to furnish any services or utilities, other than those stated in section 5.1
above. If Landlord elects to furnish services or utilities requested by Tenant
in addition to those listed in section 5.1 or at times other than those stated
in section 5.1, Tenant shall pay to Landlord the prevailing charges for such
services and utilities within ten (10) days after billing. If Tenant fails to
make any such payment, Landlord may, without notice to Tenant and in addition to
Landlord's other remedies under this Lease, discontinue any or all of such
additional or after-hour services. No such discontinuance of any service shall
result in any liability of Landlord to Tenant or be considered an eviction or a
disturbance of Tenant's use of the Premises.
5.3 Delays in Furnishing Services. If, as a result of any failure to
furnish or delay in furnishing any of the services described in section 5.1, the
Premises are rendered substantially untenantable for a period of 72 consecutive
hours and the Tenant is unable to occupy the Premises due to such
untenantability, then, commencing upon the expiration of said 72-hour period,
Rent shall xxxxx for the duration of such untenantability until normal services
are resumed. Tenant agrees that Landlord shall not be liable for damages for
failure to furnish or delay in furnishing any service if attributable to any of
the causes described in section 26.7. In addition, no such failure or delay
shall be considered to be an eviction or disturbance of Tenant's use or
possession of the Premises, or relieve Tenant from its obligation to pay all
Rent when due or from any other obligations of Tenant under this Lease, except
as stated in the first sentence of this section.
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5.4 Tenant's Utilities. Tenant shall make arrangements directly with the
telephone company and the public utility electric company servicing the
Buildings for telephone service and all electric power or current in the
Premises desired by Tenant. Tenant shall pay for all telephone and electric
service (other than for the services provided under section 5.1.A) used or
consumed in the Premises, including the cost of installation of any separate
meters. Tenant shall also pay for the maintenance and replacement of all light
fixtures, electrical switches, electrical outlets, lamps, bulbs, tubes, ballasts
and starters located in the Premises.
6. POSSESSION, USE AND ENJOYMENT.
6.1 Possession and Use of Premises. Tenant shall be entitled to
possession of the Premises as of the Commencement Date. Tenant shall occupy and
use the Premises only as a telecommunications center, including switching, line
wholesaling, co-location facilities provider and licensor, and for ancillary
uses thereto, and for no other use or purpose. Tenant shall not occupy or use
the Premises or permit the use or occupancy of the Premises for any purpose or
in any manner which:
(A) is unlawful or in violation of any applicable legal,
governmental or quasi- governmental requirement, ordinance or rule
(including the Board of Fire Underwriters);
(B) may be dangerous to persons or property;
(C) may invalidate or increase the amount of premiums for any
policy of insurance affecting the Buildings or the Complex, and if any
additional amounts of insurance premium are so incurred, Tenant shall
pay to Landlord the additional amounts on demand; or
(D) may create a nuisance, disturb any other tenant of the
Buildings or the Complex or the occupants of neighboring property or
injure the reputation of the Buildings or the Complex.
6.2 Quiet Enjoyment. So long as Tenant is not in default under this
Lease, Tenant shall be entitled to peaceful and quiet enjoyment of the Premises,
subject to the terms of this Lease.
6.3 Common Areas.
(A) For purposes of this Lease "Common Areas " shall mean all
areas, improvements, space, equipment and special services in or at the
Complex provided by Landlord for the common or joint use and benefit of
tenants, customers, and other invitees, including, without limitation,
driveways, entrances and exits, retaining walls, landscaped areas, truck
serviceways or tunnels, loading docks, pedestrian walkways, walls,
malls, courtyards, concourses, stairs, ramps, sidewalks, washrooms,
signs identifying or advertising the Complex, maintenance and utility
room and closets, hallways, lobbies, elevators and their housing and
rooms, common window areas, walls and ceiling in Common Areas, and trash
or rubbish areas.
(B) Provided Tenant is not in default under this Lease, Tenant
shall be entitled to use, in common with others entitled thereto, the
Common Areas as may be designated from time to time by Landlord, subject
to the terms and conditions of this Lease and to the rules and
regulations for the use thereof as may be reasonably prescribed from
time to time by Landlord. If the size or configuration of the Common
Areas is diminished or altered, Landlord shall not be liable to Tenant
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therefor, nor shall Tenant be entitled to any compensation or diminution
or abatement of Adjusted Monthly Base Rent, nor shall such diminution or
alteration of the Common Areas be considered a constructive or actual
eviction.
7. CONDITION OF PREMISES. Tenant shall notify Landlord in writing within thirty
(30) days after Tenant takes possession of the Premises of any defects in the
Premises claimed by Tenant. Except for defects stated in such notice and latent
defects, Tenant shall be conclusively presumed to have accepted the Premises in
the condition existing on the date Tenant first takes possession, and to have
waived all claims relating to the condition of the Premises. No agreement of
Landlord to alter, remodel, decorate, clean or improve the Premises, the
Buildings, the Common Areas or the Complex and no representation regarding the
condition of the Premises, the Buildings, the Common Areas or the Complex has
been made by or on behalf of Landlord to Tenant, except as stated in this Lease.
8. ASSIGNMENT AND SUBLETTING.
8.1 Assignment and Subletting. Without the prior written consent of
Landlord, Tenant shall not sublease the Premises, or assign, mortgage, pledge,
hypothecate or otherwise transfer or permit the transfer of this Lease or the
interest of Tenant in this Lease, in whole or in part, by operation of law or
otherwise. Landlord's consent to a proposed assignment (other than an assignment
to be given for collateral purposes) or for a proposed sublease shall not be
unreasonably withheld, conditioned or delayed. If Tenant desires to assign this
Lease or enter into any sublease of the Premises, Tenant shall deliver written
notice of such intent to Landlord, together with a copy of the proposed
assignment or sublease at least forty-five (45) days prior to the effective date
of the proposed assignment or commencement date of the term of the proposed
sublease. Any approved sublease shall be expressly subject to the terms and
conditions of this Lease, and Tenant shall pay Landlord on the first day of each
month during the term of the sublease fifty percent (50%) of the excess of all
rent and other consideration attributable to the sublease if and when received
from the subtenant for each month over that portion of the Adjusted Monthly Base
Rent due under this Lease for said month, which is allocable on a square footage
basis to the space sublet. In the event of any approved sublease or assignment,
Tenant shall not be released or discharged from any liability, whether past,
present or future, under this Lease, including any renewal term of this Lease.
For purposes of this Section, an assignment shall be considered to include a
change in the majority ownership or control of Tenant if Tenant is a partnership
or a corporation whose shares of stock are not traded publicly.
(A) Notwithstanding anything to the contrary herein, Tenant shall
not be required to obtain Landlord's consent to any assignment of this
Lease or sublease of the Premises, or any portion thereof, (x) to an
organization that directly or indirectly through one or more
intermediaries controls, is controlled by, or is under common control
with Tenant (y) in conjunction with a transaction wherein Tenant becomes
an entity whose shares of stock or other ownership interests are,
directly or indirectly, sold on a national exchange or an inter-dealer
quotation system (and in the event the foregoing transaction has
occurred, any subsequent sale of ownership interests or issuance of new
ownership interests, directly or indirectly in Tenant), or (z) in
conjunction with the merger, consolidation or amalgamation of Tenant
with a third party or the sale of all, or substantially all, of the
assets used by Tenant in the conduct of its business at the Premises;
provided, that except in the instance described in section 8.1(A)(y),
Tenant shall comply with the following requirements: (a) Landlord
receives at least 10 days', prior written notice of any such assignment
or sublease, (b) such entity has a good reputation and operates a
substantially similar type of business to that of Tenant, (c) the
minimum net worth of assignee or sublessee is equal to or greater than
the net worth of
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Tenant immediately prior to such assignment or sublease, as evidenced to
Landlord's reasonable satisfaction by financial statements of such
assignee or sublessee delivered to, and approved in writing by, Landlord
prior to such assignment or sublease, (d) in the event of an assignment,
the assignee shall assume the obligations of the tenant under this Lease
by a written assumption agreement delivered to Landlord prior to the
effective date of such assignment, and (e) Tenant shall not be released
from any liability, whether past, present or future, under this Lease,
[including any renewal term or for any expansion space, generator space,
antenna space or HVAC space], by reason of such assignment or sublease.
A Transfer pursuant to the proviso in the immediately preceding sentence
is herein called a "Permitted Transfer." The word "control," as used
herein, shall mean the power to direct or cause the direction of the
management and policies of the controlled entity through ownership of
more than fifty percent (50%) of the voting securities in such
controlled entity; and
(B) Landlord acknowledges that Tenant's permitted use requires
the installation in the Premises of certain telecommunications equipment
owned by customers, licensees and co-locators of Tenant ("Tenant
Customers") in order for such Tenant Customers to interconnect with
Tenant's equipment or to permit Tenant to manage or operate such Tenant
Customers' equipment. Notwithstanding anything to the contrary provided
herein, Landlord approves such use of portions of the Premises by Tenant
Customers for such purposes without Landlord's further consent. All use
or occupancy of the Premises by said Tenant Customers shall comply with
any and all applicable governmental laws, rules, or regulations, and the
provisions of this Lease. Notwithstanding the foregoing to the contrary,
Landlord agrees not to charge Tenant for any portion of fees received by
Tenant from Tenant's Customers or to exercise any rights of recapture
otherwise available to Landlord hereunder.
8.2 Recapture Agreement. If Tenant desires to enter into any sublease of
the Premises, Landlord shall have the option to exclude from the Premises
covered by this Lease, the space proposed to be sublet by Tenant, effective as
of the proposed commencement date of sublease of said space by Tenant. Landlord
may exercise said option by giving Tenant written notice within fifteen (15)
days after receipt by Landlord of Tenant's notice of the proposed sublease. If
Landlord exercises said option, Tenant shall surrender possession of the
proposed sublease space to Landlord on the effective date of exclusion of said
space from the Premises covered by this Lease, and neither party hereto shall
have any further rights or liabilities with respect to said space under this
Lease. Effective as of the date of exclusion of any portion of the Premises
covered by this Lease pursuant to this paragraph (i) the Monthly Base Rent
specified in section 1.1.H shall be reduced in the same proportion as the number
of square feet of the rentable area contained in the portion of the Premises so
excluded bears to the number of square feet of rentable area contained in the
Premises immediately prior to such exclusion, and (ii) the rentable area of the
Premises specified in section 1.1.1 shall be decreased by the number of square
feet of rentable area contained in the portion of the Premises so excluded, for
all purposes under this Lease.
9. MAINTENANCE.
9.1 Landlord's Maintenance. Landlord, at its expense, shall maintain and
make necessary repairs to the structural elements and exterior windows of the
buildings and the Common Areas, and, subject to section 5.4, the electrical,
plumbing, heating, ventilation and air-conditioning system therein, except that:
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(A) Landlord shall not be responsible for the maintenance, or
replacement of any such systems which are located within the Premises
and are supplemental or special to the Buildings' standard system, or
floor or wall coverings in the Premises; and
(B) The cost of performing any of said maintenance or repairs
caused by the negligence of Tenant, its employees, agents, servants,
licensees, subtenants, contractors or invitees, or the failure of Tenant
to perform its obligations under this Lease shall be paid by Tenant,
except to the extent of insurance proceeds, if any, actually collected
by Landlord with regard to the damage necessitating such repairs.
9.2 Tenant's Maintenance. Tenant, at its expense, shall keep and
maintain the Premises in good order, condition and repair and in accordance with
all applicable legal, governmental and quasi-governmental requirements,
ordinances and rules (including the Board of Fire Underwriters). Notwithstanding
anything contained in this Lease to the contrary, Tenant shall not be required
to make any structural repairs or alterations to the Premises which may be
required by law (whether presently existing or hereafter enacted), insurance
regulations or otherwise, except as may be required solely by Tenant's or
Tenant's Customers' use of the Premises.
9.3 Maintenance of Common Areas. The Common Areas shall at all times be
subject to the exclusive control, management, operation and maintenance of
Landlord. Landlord shall have the right from time to time and in reasonable
manner to establish, modify and enforce rules and regulations with respect to
the Common Areas. Landlord agrees to apply any such rules and regulations in a
reasonably non- discriminatory manner. Tenant agrees to comply with such rules
and regulations, to cause its officers, agents, contractors and employees to so
comply. Landlord shall have the right to construct, maintain and operate
lighting facilities in and on the Common Areas; to police the same; from time to
time to change the area, level, location or arrangement of parking areas,
loading docks, pedestrian walkways, walls, malls, concourses, stairs, ramps,
washrooms and other facilities located in the Common Areas to close all or any
portion of the Common Areas to such extent as may, in the opinion of Landlord,
be legally sufficient to prevent a dedication thereof or accrual of any rights
to any person or the public therein; to close temporarily all or any part of the
parking areas or parking facilities; and to do and perform such other acts in
and to the Common Areas as, in the exercise of good business judgment, Landlord
shall determine to be advisable. Landlord will operate and maintain the Common
Areas in such manner as Landlord, in its sole discretion, shall determine from
time to time.
10. ALTERATIONS AND IMPROVEMENTS.
10.1 Tenant's Alterations. Tenant shall not, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed, make or cause to be made any alterations, improvements,
additions or installations in or to the Premises or the Buildings. Before
commencement of any such work or delivery of any materials into the Premises or
the Building, Tenant shall furnish to Landlord for approval: architectural plans
and specifications, names and addresses of all contractors, contracts, necessary
permits and licenses, certificates of insurance and instruments of
indemnification against any and all claims, costs, expenses, damages and
liabilities which may arise in connection with such work, all in such form and
amount as may be reasonably satisfactory to Landlord. In addition, prior to
commencement of any such work or delivery of any materials into the Premises,
Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord
of Tenant's ability to pay for such work and materials in full, and, if
requested by Landlord, shall deposit with Landlord (or a third party
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escrowee, at Tenant's expense) at such time such security for the payment of
said work and materials as Landlord may require. Tenant agrees to hold Landlord,
the Beneficiary, the Manager and their respective agents and employees forever
harmless against all claims and liabilities of every kind, nature and
description which may arise out of or in any way be connected with such work.
All such work shall be done only by contractors or mechanics reasonably approved
by Landlord and at such time and in such manner as Landlord may from time to
time designate. Tenant shall pay the cost of all such work. Upon completion of
such work, Tenant shall furnish Landlord with contractor's affidavits and full
and final waivers of lien and receipted bills covering all labor and materials
expended. All such work shall be in compliance with all applicable legal,
governmental and quasi governmental requirements, ordinances and rules
(including the Board of Fire Underwriters), and all requirements of applicable
insurance companies. All such work shall be done in a good and Workmanlike
manner and with the use of good grades of materials. Tenant shall permit
Landlord, if Landlord so desires, to supervise construction operations in
connection with such work; provided, however, that such supervision or right to
supervise by Landlord shall not constitute any warranty by Landlord to Tenant of
the adequacy of the design, Workmanship or quality of such work or materials for
Tenant's intended use or impose any liability upon Landlord in connection with
the performance of such work. Tenant shall reimburse Landlord for Landlord's
reasonable out-of-pocket costs associated with the review and approval of
Tenant's alterations. All alterations, improvements, additions and installations
to or on the Premises shall (subject to section 13) become part of the Premises
at the time of their installation and shall in the Premises at the expiration or
termination of Tenant's right of possession of the Premises, without
compensation or credit to Tenant. Notwithstanding the foregoing to the contrary,
Tenant may make non-structural alterations without Landlord's prior written
consent if Tenant provides Landlord with reasonable prior written notice of such
alterations and such alterations (a) do not cost more than $10,000 in the
aggregate during any year of the Term to perform, (b) do not materially
adversely affect the base building mechanical, electrical or plumbing systems or
equipment in the Building, (c) do not require the issuance of a building permit,
and (d) are not visible from the exterior of the Premises.
10.2 Liens. Tenant shall not permit any lien or claim for lien of any
mechanic, laborer or supplier or any other lien to be filed against the Complex,
the Buildings, the Common Areas, the land which comprises the Complex, the
Premises or any part of such property arising out of work performed, or alleged
to have been performed by, or at the direction of, or on behalf of Tenant. If
any such lien or claim for lien is filed, Tenant shall have fifteen (15) days
after such filing to either have such lien or claim for lien released of record
or shall deliver to Landlord a bond or other security in form, content, amount
and issued by a company reasonably satisfactory to Landlord indemnifying
Landlord, the Beneficiary and others designated by Landlord against all costs
and liabilities resulting from such lien or claim for lien and the foreclosure
or attempted foreclosure thereof. If Tenant fails to have such lien or claim for
lien so released or to deliver such bond to Landlord, Landlord, without
investigating the validity of such lien, may pay or discharge the same and
Tenant shall reimburse Landlord upon demand for the amount so paid by Landlord,
including Landlord's expenses and reasonable attorneys' fees.
11. WAIVER OF CLAIMS AND INDEMNITY.
11.1 Waiver. To the full extent permitted by law, Tenant hereby releases
and waives all claims against Landlord, the Beneficiary, the Manager and their
respective agents and employees for injury or damage to person, property or
business sustained in or about the Complex, the Buildings or the Premises by
Tenant, its agent or employees other than damage caused by the negligence of
Landlord, the Beneficiary, the Manager or their respective agents or employees.
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11.2 Indemnification. Tenant agrees to indemnify and hold harmless
Landlord, the Beneficiary, the Manager and their respective agents and
employees, from and against any and all liabilities, claims, demands, costs and
expenses of every kind and nature (including reasonable attorneys' fees),
including those arising from any injury or damage to any person, property or
business for which Landlord is not reimbursed by insurance, (i) sustained in or
about the Premises, (ii) resulting from the negligence of Tenant, its employees,
agents, servants, invitees, licensees or subtenants, or (iii) resulting from the
failure of Tenant to perform its obligations under this Lease; provided,
however, Tenant's obligations under this Section shall not apply to injury or
damage resulting from the negligence of Landlord, the Beneficiary, the Manager
or their respective agents or employees. If any such proceeding is brought
against Landlord, the Beneficiary, the Manager or their respective agents or
employees, Tenant covenants to defend such proceeding at its sole cost by legal
counsel reasonably satisfactory to Landlord, if requested by Landlord. The
indemnity herein set forth shall apply, without limitation, to the performance
of Tenant's Alterations subsequent to initial occupancy set forth in section
10.1.
12. LANDLORD'S REMEDIES.
12.1 Events of Default. Each of the following shall constitute an "Event
of Default" by Tenant under this Lease:
Tenant fails to pay any Rent, or any installment of Rent, within five
(5) days after written notice from Landlord provided, however, in no event shall
Landlord be obligated to provide such notice more than once during any year of
the Term; Tenant fails to observe or perform any of the other covenants,
conditions or provisions of this Lease or to be observed or performed by Tenant
and fails to cure such default within fifteen (15) business days after written
notice to Tenant provided, however, that if the default is of such a nature that
it cannot be cured within fifteen (15) business days, no Event of Default shall
be deemed to have occurred by reason of the default if cure is commenced within
said fifteen (15) business day period and diligently pursued to completion and
is completed or cured in no event more than one hundred twenty (120) days after
the occurrence of such default; the interest of Tenant in this Lease is levied
upon under execution or other legal process; a petition is filed by or against
Tenant to declare Tenant bankrupt or seeking a plan of reorganization or
arrangement under any Chapter of the Bankruptcy Code, or any amendment,
replacement or substitution therefor, or to delay payment of, reduce or modify
Tenant's debts, or any petition is filed or other action taken to reorganize or
modify Tenant's capital structure or upon the dissolution of Tenant and any of
the foregoing proceedings remain undismissed after a period of ninety (90) days;
Tenant is declared insolvent by law or any assignment of Tenant's property is
made for the benefit of creditors; a receiver is appointed for Tenant or
Tenant's property.
12.2 Landlord's Remedies. Upon the occurrence of an Event of Default by
Tenant under this Lease, Landlord, at its option, without further notice or
demand to Tenant, may, in addition to all other rights and remedies provided in
this Lease, at law or in equity:
(A) Terminate this Lease and Tenant's right of possession of the
Premises, and recover all damages to which Landlord is entitled under
law, specifically including, without limitation, all Landlord's expenses
of reletting (including repairs, alterations, improvements, additions,
decorations, reasonable legal fees and brokerage commissions).
(B) Terminate Tenant's right of possession of the Premises
without terminating this Lease, in which event Landlord may, but shall
not be obligated to, relet the Premises, or any part
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thereof for the account of the Tenant, for such rent and term and upon
such terms and conditions as are acceptable to Landlord. For purposes of
such reletting, Landlord is authorized to decorate, repair, alter and
improve the Premises to the extent reasonably necessary. If Landlord
does not relet the Premises, then Tenant shall pay Landlord monthly on
the first day of each month during the period that Tenant's right of
possession is terminated, a sum equal to the amount of Rent due under
this Lease for such month (less any amount which Landlord could have
realized if Landlord relet the Premises to a reputable, creditworthy
substitute tenant which substitute tenant was ready, willing and able to
lease the entire Premises from Landlord.) If the Premises are relet and
a sufficient sum is not realized from such reletting after payment of
all Landlord's expenses of reletting (including repairs, alterations,
improvements, additions, decorations, legal fees and brokerage
commissions) to satisfy the payment of Rent due under this Lease for any
month, Tenant shall pay Landlord any such deficiency monthly upon
demand. Tenant agrees that Landlord may file suit to cover any sums due
to Landlord under this Section from time to time and that such suit or
recovery or any amount due Landlord shall not be any defense to any
subsequent action brought for any amount not previously reduced to
judgment in favor of Landlord. If Landlord elects to terminate Tenant's
right to possession only without terminating this Lease, Landlord may,
at its option, enter into the Premises, remove Tenant's signs and other
evidences of tenancy, and take and hold possession thereof, as stated in
section 13; provided however, that such entry and possession shall not
terminate this Lease or release Tenant, in whole or in part, from
Tenant's obligation to pay the Rent reserved hereunder for the full Term
or from any other obligation of Tenant under this Lease.
(C) In the event a petition is filed by or against Tenant seeking
a plan of reorganization or arrangement under Chapter 9, 11 or 13 of the
Bankruptcy Code, Landlord and Tenant agree, to the extent permitted by
law, that the trustee in bankruptcy shall determine within sixty (60)
days after commencement of the case, whether to assume or reject this
Lease.
12.3 Attorneys' Fees. If either Landlord or Tenant brings an action or
proceeding to enforce the terms hereof or declare rights hereunder, the
prevailing party (as hereinafter defined) in any such proceeding, action or
appeal thereon, shall be entitled to reasonable attorney's fees. Such fees may
be awarded in the same suit or recovered in a separate suit, whether or not such
action or proceeding is pursued to decision or judgment. The term "prevailing
party" shall include, without limitation, a party who has substantially attained
or defeats the relief sought, as the case may be, whether by compromise,
settlement, judgment, or the abandonment by the other party of its claim or
defense.
13. SURRENDER OF PREMISES. Upon the expiration or termination of this Lease or
termination of Tenant's right of possession of the Premises, Tenant shall
surrender and vacate the Premises immediately and deliver possession thereof to
Landlord in a clean, good and tenantable condition, ordinary wear and tear,
condemnation, fire or other casualty and repairs which are Landlord's obligation
hereunder excepted. Upon any termination, Tenant shall be entitled to remove
from the Premises all movable trade fixtures and personal property of Tenant
(including, but not limited to, wall and floor mounted cabinets, computer and
telecommunications equipment, generator, antennae batteries and other trade
fixtures) without credit or compensation from Landlord, provided Tenant
immediately shall repair all damage resulting from such removal and shall
restore the Premises to a tenantable condition. In the event possession of the
Premises is not immediately delivered to Landlord or if Tenant shall fail to
remove any movable trade fixtures or personal property which Tenant is entitled
to remove, Landlord may remove same without any liability to Tenant. Any movable
trade fixtures and personal property which may be removed from the Premises by
Tenant, but which are not so removed, shall be conclusively presumed to have
been abandoned by Tenant
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and title to such property shall pass to Landlord without any payment or credit,
and Landlord may, at its option and at Tenant's expense, store and/or dispose of
such property. Upon Tenant's written request, Landlord agrees to subordinate any
statutory landlord lien rights it may have against the equipment or trade
fixtures of Tenant located in the Building, to the rights of any existing or
future lender of Tenant, provided such subordination agreement is in form and
substance reasonably acceptable to Landlord.
14. HOLDING OVER. Tenant shall pay Landlord one hundred fifty percent (150%) of
the Adjusted Monthly Base Rent then applicable for each month or partial month
during which Tenant retains possession of the Premises, or any part of the
Premises, after the expiration or termination of this Lease. Tenant shall
indemnify Landlord against all liabilities and damages sustained by Landlord by
reason of such retention of possession. The provisions of this section shall not
constitute a waiver by Landlord of any re-entry rights of Landlord available
under this Lease or by law. If Tenant retains possession of the Premises, or any
part of the Premises, for thirty (30) days after the expiration or the
termination of this Lease, then at the sole option of Landlord expressed by
written notice to Tenant, but not otherwise, such holding over shall constitute
a renewal of this Lease for a period of one year on the same covenants, terms,
and conditions.
15. DAMAGE BY FIRE OR OTHER CASUALTY
15.1 Substantial Untenantability. If either the Premises or the
particular building in which it is located, is rendered substantially
untenantable by fire or other casualty, Landlord may elect by giving Tenant
written notice ("Landlord's Casualty Notice") within one hundred twenty (120)
days after the date of said fire or casualty, either to:
(A) terminate this Lease as of the date of the fire or other
casualty; or
(B) proceed to repair or restore the Premises, the Buildings or
the Complex other than leasehold improvements and personal property
installed by Tenant, to substantially the same condition as existed
immediately prior to such fire or casualty.
If Landlord elects to proceed pursuant to subsection B above, Landlord's
Casualty Notice shall contain Landlord's reasonable estimate of the time
required to substantially complete such repair or restoration. If such estimate
indicates that the time so expired will exceed one hundred eighty (180) days
from the date of Landlord's Casualty Notice, then Tenant shall have the right to
terminate this Lease as of the date of such casualty by giving written notice to
Landlord not later than twenty (20) days after the date of Landlord's Casualty
Notice. If Landlord's estimate indicates that the repair or restoration can be
substantially completed within 180 days, or if Tenant fails to exercise its said
right to terminate this Lease, this Lease shall remain in full force and effect.
15.2 Insubstantial Untenantability. If either the Premises or the
particular building in which it is located, is damaged by fire or other
casualty, but is not rendered substantially untenantable, then Landlord shall
diligently proceed to repair and restore the damaged portions thereof, other
than the leasehold improvements and personal property installed by Tenant, to
substantially the same condition as existed immediately prior to such fire or
casualty, unless such damage occurs during the last twelve (12) months of the
Term, in which event Landlord shall have the right to terminate this Lease as of
the date of such fire or other casualty by giving written notice to Tenant
within thirty (30) days after the date of such fire or other casualty.
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15.3 Rent Abatement. If all or any part of the Premises is damaged by
fire or other casualty and this Lease is not terminated, Adjusted Monthly Base
Rent shall xxxxx for all or that part of the Premises which is untenantable on a
per diem and proportionate area basis from the date of the fire or other
casualty until Landlord has substantially completed the repair and restoration
work in the Premises, which it is required to perform, provided, that as a
result of such fire or other casualty, Tenant does not occupy the portion of the
Premises which is untenantable during such period.
15.4 Tenant's Restoration. If all or any part of the Premises are
damaged by fire or other casualty and this Lease is not terminated, Tenant shall
promptly and with due diligence repair and restore the leasehold improvements
and personal property previously installed by Tenant pursuant to this Lease.
16. EMINENT DOMAIN.
16.1 Substantial Taking. If all or any part of the Premises, the
particular building in which it is located, or the Complex is permanently taken
or condemned by any competent authority for any public use or purpose (including
a deed given in lieu of condemnation), which renders the Premises substantially
untenantable, this Lease shall terminate as of the date title vests in such
authority, and Adjusted Monthly Base Rent shall be apportioned as of such date.
16.2 Insubstantial Taking. If any part of the Premises, the particular
building in which it is located, or the Complex is taken or condemned for any
public use or purpose (including a deed given in lieu of condemnation) and this
Lease is not terminated pursuant to section 16.1, Adjusted Monthly Base Rent
shall be reduced for the period of such taking by an amount which bears the same
ratio to Adjusted Monthly Base Rent then in effect as the number of square feet
of rentable area in the Premises so taken or condemned, if any, bears to the
number of square feet of rentable area specified in section 1.1.I. Landlord,
upon receipt and to the extent of the award in condemnation or proceeds of sale,
shall make necessary repairs and restorations (exclusive of leasehold
improvements and personal property installed by Tenant) to restore the Premises
remaining to as near its former condition as circumstances will permit, and to
the Buildings and Complex to the extent necessary to constitute the portion of
same not so taken or condemned as a complete architectural unit. In the event of
any taking or condemnation described in this section 16.2, the rentable area of
the Premises stated in section l.l.I, and the rentable area of the Complex as
specified in this Lease shall be reduced, respectively, for all purposes under
this Lease by the number of square feet of rentable area of the Premises, if
any, and the Complex, if any, so taken or condemned.
16.3 Compensation. Landlord shall be entitled to receive the entire
price or award from any such sale, taking or condemnation without any payment to
Tenant, and Tenant hereby assigns to Landlord Tenant's interest, if any, in such
award; provided, however, Tenant shall have the right separately to pursue
against the condemning authority an award in respect of the loss, if any, to
leasehold improvements paid for by Tenant without any credit or allowance from
Landlord.
17. TENANT'S INSURANCE. Tenant, at its expense, shall maintain in force during
the Term;
(A) Commercial general liability insurance, which shall include
coverage for personal liability, contractual liability, tenant's legal
liability, business interruption, bodily injury, death and property
damage, all on an occurrence basis with respect to the business carried
on, in, or from the Premises and Tenant's use and occupancy of the
Premises, with coverage for injury or death of any one person in an
amount of not less than $2,000,000 and for injury or death of more than
any one
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person in any one occurrence in an amount of not less than $5,000,000
and for damage to property of not less than $500,000 or such other
amounts as Landlord may reasonably require upon not less than sixty (60)
days, prior written notice, which insurance shall include Landlord, the
Beneficiary, the Manager, or their respective agents and employees as
named insureds and shall protect them in respect of claims by Tenant as
if they separately insured; and
(B) Insurance against such other perils and in such amounts as
Landlord may from time to time reasonably require upon not less than
thirty (30) days' prior written notice, such requirement to be made on
the basis that the required insurance is customary at the time for
prudent tenants of properties similar to the Complex in the Chicago,
Illinois area.
Tenant shall have the right to maintain the required liability
insurance in the form of a blanket policy covering other business
locations of Tenant in addition to the Premises; provided, however, that
Tenant shall provide Landlord with a certificate of insurance
specifically naming the location of the Premises and naming Landlord as
required in this Article, the limits of which coverage are to be in the
amounts set forth in this Article.
All insurance required to be maintained by Tenant shall be on
terms and with insurers reasonably acceptable to Landlord. Each policy
shall contain an undertaking by the insurer that no material change
adverse to Landlord or Tenant will be made, and the policy will not
lapse or be canceled, except after not less than thirty (30) days' prior
written notice to Landlord of the intended change, lapse or
cancellation. Tenant shall furnish to Landlord, if and whenever
requested by it, certificates or other evidences acceptable to Landlord
as to insurance from time to time effected by Tenant and its renewal or
continuation in force.
Landlord and Tenant each agree that neither Landlord, the
Beneficiary, the Manager nor Tenant (nor their respective successors and
assignees) will have any claim against the other for any loss, damage or
injury which is covered by casualty insurance carried by either party
and for which recovery from such insurer is made, notwithstanding the
negligence of either party in causing the loss. This waiver shall (a) be
valid only if the insurance policy in question expressly permits waiver
of subrogation or if the insurer agrees in writing that such waiver of
subrogation will not affect coverage under said policy, and (b) exclude
any claim brought by any third-party against either Tenant or Landlord
which results from the breach or default by either party in the
performance of its obligations under this Lease.
Landlord agrees to maintain, throughout the Term of this Lease,
property insurance at least equal to the full replacement cost of the
Building (excluding foundations), the cost of which shall be includable
in "Operating Expenses," as defined in section 22 below, or, in the
alternative, Landlord may elect to self-insure against casualty risks to
the Building.
18. RULES AND REGULATIONS. Tenant agrees for itself and for its subtenants,
employees, agents and invitees to comply with the following rules and
regulations and with all reasonable modifications and additions thereto which
Landlord may from time to time:
(A) Any sign, lettering, picture, notice or advertisement
installed within the Premises, which is visible from the public
corridors within the Buildings, shall be installed in such manner and be
of such character and style as Landlord shall approve in writing. No
sign, lettering, picture,
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notice or advertisement shall be placed on any outside window or in a
position to be visible from outside the Buildings;
(B) Tenant shall not use the name "Printers' Square" for any
purpose other than Tenant's business address;
(C) Tenant shall not use the name "Printer's Square" for Tenant's
business address after Tenant vacates the Premises;
(D) Sidewalks, entrances, passages, courts, corridors, halls,
elevators and stairways in and about the Premises shall not be
obstructed nor shall objects are placed against glass partitions, doors
or windows which would be unsightly from the corridors of the Buildings
or from the exterior of the Buildings;
(E) No animals, pets, bicycles or other vehicles shall be brought
or permitted to be brought in the Buildings or the Premises;
(F) Room to room canvasses to solicit business from other tenants
of the Complex are not permitted;
(G) Tenants shall not waste electricity, water or air
conditioning and shall cooperate fully with Landlord to assure the most
effective and efficient operation of the heating and air conditioning
system of the Buildings. All controls shall be adjusted only by
authorized building personnel;
(H) All corridor doors shall remain closed at all times;
(I) No locks or similar devices shall be attached to any door
except by Landlord and Landlord shall have the right to retain a key to
all such locks. Notwithstanding the foregoing, Tenant shall have the
right to install its own security in the Premises provided that Tenant
provides Landlord with the keys or combination to allow Landlord (and
emergency personnel) access to the Premises in the event of an emergency
or in the event access is required to facilitate any Landlord repairs to
Building systems upon reasonable advance notice to Tenant;
(J) Tenant assumes full responsibility for protecting the
Premises from theft, robbery and pilferage. Except during Tenant's
normal business hours, Tenant shall keep all doors to the Premises
locked and other means of entry to the Premises closed and secured;
(K) Only machinery or mechanical devices of a nature directly
related to Tenant's ordinary use of the Premises shall be installed,
placed or used in the Premises and the Installation and use of all such
machinery and mechanical devices is subject to the other rules contained
in this 18. and the other portions of this Lease;
(L) Intentionally Deleted.
(M) Safes, furniture, equipment, machines and other large or
bulky articles shall be brought to the Buildings and into and out of the
Premises at such times and in such manner as
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Landlord shall direct (including the designation of elevators) and at
Tenant's sole risk and cost. Prior to Tenant's removal of such articles
from the Buildings, shall obtain written authorization of the office of
the Buildings and shall present such authorization to a designated
employee of Landlord;
(N) Tenant shall not in any manner deface or damage the Buildings
or the Complex;
(O) Inflammables such as gasoline, kerosene, naphtha and benzene,
or explosives or any other articles of an intrinsically dangerous nature
are not permitted in the Buildings or Premises;
(P) Tenant shall ascertain from Landlord the maximum amount of
electrical current which can safely be used in the Premises, taking into
account the capacity of the electric wiring of the Buildings and the
Premises and the needs of other tenants, and shall not use more than
such safe capacity. Notwithstanding the foregoing, Landlord agrees to
permit Tenant, at Tenant's sole cost and expense, to draw up to 500 amps
of 480, 3-phase power from the Commonwealth Edison Service vault.
Landlord's consent to the installation of electrical equipment shall not
relieve Tenant from the obligation not to use more electricity than such
safe capacity.
(Q) To the extent permitted by law, Tenant shall not permit
picketing or other union activity involving its employees in the
Buildings or the Complex, except in those locations and subject to time
and other limitations as to which Landlord may give prior written
consent;
(R) Except as permitted herein, Tenant shall not enter into or
upon the roof or basement of the Buildings or any storage, heating,
ventilation, air conditioning, mechanical or elevator machinery housing
areas;
(S) Tenant shall not distribute literature, flyers, handouts or
pamphlets of any type in any of the common areas of the Buildings,
without the prior written consent of Landlord;
(T) Tenant shall not xxxx, otherwise prepare, sell or dispense
any food or beverages in or from the Premises;
(U) Tenant shall not permit the use of any apparatus for sound
production or transmission in such manner that the sound so transmitted
or produced shall be audible or vibrations therefrom shall be detectable
beyond the Premises;
(V) Tenant shall keep all electrical and mechanical apparatus
free of vibration, noise and air waves which may be transmitted beyond
the Premises;
(W) Tenant shall not permit objectionable odors or vapors to
emanate from the Premises;
(X) Tenant shall not place a load upon any floor of the Premises
exceeding the floor load capacity for which such floor was designed or
allowed by law to carry; and
(Y) No floor covering shall be affixed to any floor in the
Premises by means of glue or other adhesive, unless the installation
procedure is approved by Landlord.
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Landlord shall not be responsible for the violation of any of the
foregoing rules and regulations by other tenants of the Buildings or the Complex
and shall not be obligated to enforce the same against other tenants.
19. LANDLORD'S RIGHTS. Landlord shall have the following rights exercisable
without notice (except as expressly provided to the contrary) and without being
deemed an eviction or disturbance of Tenant's use or possession of the Premises
or giving rise to any claim for set-off or abatement of Rent:
(A) To change the name or street address of the Buildings or the
Complex, upon thirty (30) days' prior written notice to Tenant;
(B) To install, affix and maintain all signs on the exterior
and/or interior of the Buildings and in and about the Complex;
(C) To designate and/or approve prior to installation, all types
of signs, window shades, blinds, drapes, awnings or other similar items,
and all internal lighting that may be visible from the exterior of the
Premises;
(D) To display the Premises to prospective tenants at reasonable
hours during the last twelve (12) months of the Term;
(E) To change the arrangement of entrances, doors, corridors,
elevators and stairs in the Buildings and Complex, provided that no such
change shall materially adversely affect access to the Premises;
(F) To grant to any party the exclusive right to conduct any
business or render any service in or to the Buildings, provided such
exclusive right shall not operate to prohibitTenant from using the
Premises for the purposes permitted hereunder;
(G) To prohibit the placing of vending or dispensing machines of
any kind in or about the Premises other than for use by Tenant's
employees;
(H) To have access for Landlord and other tenants of Buildings to
any mail chutes and boxes located in or on the Premises according to the
rules of the United States Post Office;
(I) To close the Buildings and Complex after normal business
hours, except that Tenant and its employees and invitees shall be
entitled to admission at all times, under such regulations as Landlord
prescribes for security purposes;
(J) To take any and all reasonable measures, including
inspections and repairs to the Premises of the Buildings, as may be
necessary or desirable in the operation or protection thereof;
(K) To retain at all times master keys or pass keys to the
Premises;
(L) To install, operate and maintain security system which
monitor, by closed circuit television or otherwise, all persons entering
and leaving the Buildings or the Complex; and
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(M) To install (in existing chases and risers) and maintain
pipes, ducts, conduits, wires and structural elements located in the
Premises which serve other parts or other tenants of the Buildings.
20. ESTOPPEL CERTIFICATE. Tenant shall, from time to time, upon not less than
ten (10) days prior written request by Landlord or any mortgagee or ground
lessor of the Complex, deliver to Landlord or such mortgagee or ground lessor, a
statement in writing certifying to the extent accurate:
(A) That this Lease is unmodified and in full force and effect
or, if there have been modifications, that this Lease, as modified, is
in full force and effect;
(B) The amount of Adjusted Monthly Base Rent then payable under
this Lease and the date to which rent has been paid;
(C) That, to Tenant's knowledge, Landlord is not in default under
this Lease or, if in default, a detailed description of such default(s);
(D) That Tenant is or is not in possession of the Premises, as
the case may be; and
(E) Such other information as may be reasonably requested.
21. INTENTIONALLY DELETED
22. ADJUSTMENTS TO MONTHLY BASE RENT.
22.1 Definitions. For the purpose of this section 22, the following
words, terms and phrases shall have the following meanings:
(A) "Adjustment Date" shall mean (i) January 1, 2000 and each
January 1st thereafter occurring during the Term.
(B) "Adjustment Year" shall mean each calendar year during which
an Adjustment Date occurs.
(C) Intentionally Omitted.
(D) "Operating Expenses" shall mean all costs, expenses and
disbursements of every kind and nature which Landlord shall pay or
become obligated to pay in connection with the management, operation,
maintenance and repair of all Buildings and improvements comprising the
Complex and of the personal property, fixtures, machinery, equipment,
systems and apparatus located in or used in connection therewith,
including (without limitation) the cost of security and security devices
and systems, snow and ice and trash removal, cleaning and sweeping,
planting and replacing decorations, flowers and landscaping,
maintenance, repair and replacement of utility system, elevators and
escalators, electricity, steam, water, sewers, fuel, heating, lighting,
air conditioning, window cleaning, janitorial service, insurance,
including but not limited to, fire, extended coverage, all risk,
liability, workmen's compensation, elevator, or any other insurance
carried by the Landlord and applicable to the Complex, painting,
uniforms, management fees,
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supplies, sundries, sales or use taxes on supplies or services, cost of
wages and salaries of all persons engaged in the operation, management,
maintenance and repair of the Complex, and so-called fringe benefits,
including social security taxes, unemployment insurance taxes, cost for
providing coverage for disability benefits, cost of any pensions,
hospitalization, welfare or retirement plans, or any other similar or
like expenses incurred under the provisions of any collective bargaining
agreement, or any other cost or expense which Landlord pays or incurs to
provide benefits for employees so engaged in the operation, management,
maintenance and repair of the Complex, the charges of any independent
contractor who, under contract with the Landlord or its representatives,
does any of the work of operating, managing, maintaining or repairing of
the Complex, legal and accounting expenses, or any other expense or
charge, whether or not heretofore mentioned, which, in accordance with
generally accepted accounting and management principles, would be
considered as an expense of managing, operating, maintaining or
repairing the Complex. Operating Expenses shall not include the
following: costs of improvement of the Premises and the premises of
other tenants of the Buildings; charges for depreciation of the
Buildings and improvements comprising the Complex; interest and
principal payments on mortgages; real estate brokerage and leasing
commissions; salaries and other compensation of executive officers of
the Manager senior to the individual Building or Complex manager; any
expenditures for which Landlord has been reimbursed (other than pursuant
to rent adjustment and escalation provisions provided in leases);
capital improvements to the Complex; and all taxes and assessments other
than sales, use and payroll taxes. Specifically excluded from Operating
Expenses shall be the following:
(1) Taxes (as defined in section 22.1(F) below);
(2) Wages, salaries and other compensation paid to clerks
or attendants in commercial concessions, including the parking
facility operated by Landlord;
(3) Costs of repairs, alterations or replacements caused
by casualty losses;
(4) Costs of repairs, alterations or replacements caused
by the exercise of the rights of eminent domain;
(5) Costs and expenses incurred in connection with leasing
space in the Complex, such as legal fees for the preparation of
leases, tenant allowances, space planner fees, advertising and
promotional expenses and expenses of any leasing office incurred
with regard to leasing the Complex or portions thereof;
(6) Court costs and legal fees incurred with regard to
enforcing the obligations of tenants under other leases;
(7) Costs incurred due to the proven or admitted violation
by Landlord of any lease for space in the Complex or any
indemnity payments made by Landlord pursuant to any such lease
because of a proven or admitted violation by Landlord under such
lease, and which costs would not have been incurred but for such
violation;
(8) Any payments made to subsidiaries of Landlord or
entities under common control with Landlord except if such
payments are for services or goods on, to or for the Complex;
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(9) Accounting fees (including those for the preparation
of Landlord's income taxes), except reasonable accounting fees
incurred in connection with the operation and management of the
Complex;
(10) Costs of abating, removing or remediating asbestos or
any other environmental contamination which is present as of the
Commencement Date due to no fault of Tenant;
(11) Costs relating to relocating existing tenants in the
Complex;
(12) Costs arising as a result of Landlord's proven or
admitted gross negligence or wilful misconduct or the proven or
admitted gross negligence or wilful misconduct of Landlord's
agents or employees; and which costs would not have been incurred
but for such gross negligence or willful misconduct; and
(14) Ground lease payments, if any, except for ground
lease payments which represent direct pass-throughs of Taxes,
Operating Expenses, or any component thereof.
For purposes of determining Tenant's prorata share of Operating
Expenses, Operating Expenses are divided into five (5) categories;
namely, Insurance, Water, Outside Maintenance Costs, Inside Maintenance
Costs and Other Operating Expenses. Outside Maintenance Costs shall
include all charges for exterior maintenance and upkeep, including, but
not limited to, snow removal, loading docks, roofs, shrubs and general
exterior maintenance. Inside Maintenance Costs shall include all charges
for interior maintenance upkeep, including, but not limited to, lobbies,
corridors, rest rooms, elevators, receiving rooms and vestibules in the
office and commercial areas. Operating Expenses which, in Landlord's
sole and absolute judgment, do not fall into any one of the categories
of Insurance, Water, Outside Maintenance Costs or Inside Maintenance
Costs shall be included in other Operating Costs. Notwithstanding the
foregoing, Operating Expenses for any Adjustment Year shall not include
the costs of janitorial service to tenant spaces within the Building or
tenant spaces within the Complex (as opposed to the costs of janitorial
service for Common Areas) or heating, ventilation and air conditioning
services to the Premises provided Tenant has not utilized such services
during any respective such Adjustment Year.
(E) "Per Square Foot Operating Expenses" shall mean the total
amount of Operating Expenses for any Adjustment Year relating to
Insurance, Water, Outside Maintenance Costs, Inside Maintenance Costs
and Other Operating Expenses and shall be determined as follows:
(1) For that portion of the Operating Expenses relating to
Insurance, the total insurance premium shall be divided by
523,686* square feet;
(2) For that portion of the Operating Expenses relating to
Water, the product of twenty-five (0.25) percent** of the total
water xxxx shall be divided by 161,770* square feet;
(3) For that portion of the Operating Expenses relating to
Outside Maintenance Costs, the total outside Maintenance Costs
shall be divided by 523,686* square feet;
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(4) For that portion of the Operating Expenses relating to
Inside Maintenance Costs, the total Inside Maintenance Costs
shall be divided by 161,770* square feet;
(5) For that portion of the Operating Expenses relating to
Other Operating Costs, the total Other Operating Costs shall be
divided by 523,686* square feet;
(F) "Taxes" shall mean all federal, state and local governmental
taxes, assessments and charges (including transit or transit district
taxes or assessments) of every kind or nature, whether general, special,
ordinary or extraordinary, which Landlord shall pay or become obligated
to pay because of or in connection with the ownership, leasing,
management, control or operation of all Buildings, improvements and land
comprising the Complex, or of the personal property, fixtures,
machinery, equipment, systems and apparatus located therein or used in
connection therewith (including any rental or similar taxes levied in
lieu of or in addition to general real and/or personal property taxes).
For purposes hereof, Taxes for any year shall be Taxes which are due for
payment or paid in that year, rather than Taxes which are assessed or
become a lien during such year. There shall be included in Taxes for any
year the amount of all fees, costs and expenses (including reasonable
attorneys' fees) paid by Landlord during such year in seeking or
obtaining any refund or reduction of Taxes. Taxes in any year shall be
reduced by the amount of any tax refund received by Landlord during such
year. If a special assessment payable in installments is levied against
the Complex, Taxes for any year shall include only the installment of
such assessment and any interest payable or paid during such year. Taxes
shall not include any federal state or local sales, use, franchise,
capital stock, inheritance, general income, payroll, gift or estate
taxes, except that if a change occurs in the method of taxation
resulting in whole or in part in the substitution of any such taxes, or
any other assessment, for any Taxes as above defined, such substituted
taxes or assessments shall be included in the Taxes nor shall Taxes
include interest and penalties incurred as a result of any late payment
by Landlord.
(G) "Per Square Foot Taxes" shall (i) the product of (a) the
amount of Taxes for which payment is due or made in any Adjustment Year
multiplied by (b) thirty-four and ninety-one/one hundredths (.3491)
percent, divided by (ii) 161,770* square feet.
(H) "Base Year" shall mean the calendar year 1999.
* For purposes of determining Tenant's Share of Operating
Expenses and Taxes, Landlord and Tenant agree that the total rentable
office and commercial area of the Complex consists of 161,770 square
feet and the total rentable office, commercial and residential area of
the Complex consists of 523,686 square feet.
** For purposes of determining Tenant's Share of that portion of
the operating Expenses relating to water, Landlord and Tenant agree that
the office and commercial tenants of the Complex will use twenty-five
(0.25) percent of the total water that will be metered coming into the
Complex.
22.2 Adjustments to Monthly Base Rent. Effective as of each Adjustment
Date, Monthly Base Rent shall be increased by an amount equal to one-twelfth
(1/12) of the product of:
(A) The rentable area of the Premises stated in section l.I.I
multiplied by;
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(B) the amount by which the sum of the Per Square Foot Operating
Expenses and Per Square Foot Taxes for the Adjustment Year in which such
Adjustment Date occurs exceeds the sum of the Per Square Foot Operating
Expenses and the Per Square Foot Taxes for the Base Year.
22.3 Projections. For purposes of calculating Taxes and Operating
Expenses for any Adjustment Year, Landlord may make reasonable estimates,
forecasts or projections (collectively, the "Projections") of Taxes and
Operating Expenses for such Adjustment Year. Not less than fifteen (15) days
prior to each Adjustment Date, Landlord shall deliver to Tenant a written
statement setting forth the amount of the Projections of Operating Expenses and
Taxes Per Square Foot for the Adjustment Year in which such Adjustment Date
occurs and providing a calculation of the increase in installments of Monthly
Base Rent to become effective as of said Adjustment Date; provided, however,
that the failure of Landlord to provide any such statement shall not relieve
Tenant from its obligation to continue to pay Adjusted Monthly Base Rent at the
rate then in effect under this Lease, and if and when Tenant receives such
statement from Landlord, Tenant shall pay any increases in Monthly Base Rent
reflected thereby effective retroactively to the most recently preceding
Adjustment Date.
22.4 Readjustments. On or about April lst following the end of each
Adjustment Year, or at such later time as Landlord shall be able to determine
the actual amounts of Operating Expenses and Taxes for the Adjustment Year last
ended, Landlord shall notify Tenant in writing of such actual amounts. If such
actual amounts exceed the Projections for such Adjustment Year, then Tenant
shall, within thirty (30) days after the date of such written notice from
Landlord pay to Landlord an amount equal to the excess of the Adjusted Monthly
Base Rent payable for the Adjustment Year last ended based upon actual Operating
Expenses and Taxes for such year over the total Adjusted Monthly Base Rent paid
by Tenant during such Adjustment Year. The obligation to make such payments
shall survive the expiration or earlier termination of the Term. If the total
Adjusted Monthly Base Rent paid by Tenant during such Adjustment Year exceeds
the amount thereof payable for such year based upon actual Operating Expenses
and Taxes for such Adjustment Year, then Landlord shall credit such excess to
installments of Adjusted Monthly Base Rent payable after the date of Landlord's
notice until such excess has been exhausted, or if this Lease shall expire prior
to full application of such excess, Landlord shall, within thirty (30) days
after such written notice, pay to Tenant the balance thereof not theretofore
applied against Rent. No interest or penalties shall accrue on any amounts which
Landlord is obligated to credit or pay to Tenant by reason of this Section.
22.5 Partial Occupancy. For purposes of determining adjustments to
installments of Monthly Base Rent for any Adjustment Year in which the Complex
is less than 95% occupied by tenants, the amount of Operating Expenses for such
Adjustment Year and the Base Year shall be appropriately adjusted by the
Landlord to the amount that would have been payable or incurred by the Landlord
had the Complex been 95% occupied during such Adjustment Year and the Base Year.
The aforesaid adjustment shall apply only to Operating Expenses which are
variable depending upon occupancy.
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22.6 Books and Records. Landlord shall maintain books and records
showing Operating Expenses and Taxes in accordance with sound accounting and
management practices. The books and records shall be available to Tenant for
inspection during normal business hours upon prior reasonable notice.
Provided that no Event of Default then exists, Tenant shall have the
right, during Landlord's normal business hours, within ninety (90) days
following the furnishing by Landlord of any statement of actual Operating
Expenses for Adjustment Year, and upon not less than fifteen (15) days' prior
written notice to Landlord, to hire an independent certified public accountant
to inspect and audit during Landlord's normal business hours that portion of
Landlord's books and records showing Operating Expenses. The charges of such
accounting firm shall be borne solely by Tenant, except that if the audit
conclusively establishes (i.e. establishes to the written satisfaction of
Landlord or as established pursuant to a final, unappealable court order) that
Tenant has overpaid the total Operating Expenses by more than six percent (6%)
or more for any Adjustment Year, then Landlord shall reimburse Tenant for the
reasonable, documented, out-of-pocket charges of said accounting firm.
Notwithstanding the foregoing, in no event will Landlord reimburse Tenant for
any charges of an outside accounting firm retained by Tenant if such firm's
compensation is based in whole or in part on contingency fees or other
compensation based on the amount of discrepancies discovered. Any overpayment by
Tenant of Operating Expenses shall be handled as set forth above.
22.7 No Decreases in Monthly Base Rent. Notwithstanding anything to the
contrary contained in this Lease, Monthly Base Rent shall not be adjusted or
decreased below that set forth in section l.l.H.
23. REAL ESTATE BROKERS. Landlord and Tenant represent to each other that,
except for Anvan/Midwest Realty Management Co. and Xxxx Xxxxxxx & Company
(collectively, the "Brokers"), neither Landlord nor Tenant has not dealt with
any real estate broker, salesperson, or finder in connection with this Lease,
and no such person initiated or participated in the negotiation of this Lease,
or (with respect to Tenant as the representing party) showed the Premises to
Tenant. Landlord and Tenant agree to indemnify and hold harmless the other (and
with respect to Tenant as the indemnifying party, the Beneficiary and the
Manager) from and against any and all liabilities and claims for commissions and
fees arising out of breach of the foregoing representation. Landlord shall be
responsible for the payment of all commissions to the Brokers, specified in this
Section 23, based upon the leasing commission policy of Landlord applicable to
the Complex as of the date of this Lease.
24. SUBORDINATION AND ATTORNMENT.
24.1 Subordination. This Lease and the rights of Tenant hereunder are
expressly subject and subordinate to any ground lease of the land comprising the
Complex now or hereafter existing and all amendments, renewals and modifications
and extensions of and to any said ground lease, and to the lien of any mortgage
now or hereafter existing encumbering the Complex, or any part thereof, or said
ground leasehold estate, and all amendments, renewals and modifications and
extensions of and to any said mortgage, and to all advances made or hereafter to
be made upon the security of said mortgage. Tenant agrees to execute and deliver
such further instruments subordinating this Lease to any such ground lease or to
the lien of any such mortgage as may be requested in writing by Landlord from
time to time.
24.2 Attornment. In the event of the cancellation or termination of any
such ground lease in accordance with its terms or by the surrender of such
ground leasehold estate, whether voluntary, involuntary or by operation of law,
or by summary proceedings, or the foreclosure of any such mortgage by voluntary
agreement or otherwise, or the commencement of any judicial action seeking such
foreclosure, Tenant, at
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the request of the then Landlord, shall attorn to and recognize such ground
lessor, mortgagee or purchaser in foreclosure as Tenant's Landlord under this
Lease. Tenant agrees to execute and deliver at any time upon request of such
ground lessor, mortgagee, purchaser, or their successors, any instrument to
further evidence such attornment.
25. NOTICES. All notices required or permitted under this Lease shall be in
writing and shall be deemed given and delivered, whether or not received, when
deposited in the United States Mail, postage prepaid and properly addressed,
certified mail, return receipt requested, at the following addresses:
To Landlord: LaSalle National Bank, f/k/a LaSalle National Trust N.A.,
not personally, but as Trustee under Trust Agreement dated
April 14, 1978 and known as Trust 54214 c/o Anvan Realty &
Management Company 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xx. Xxxx X.
Xxxxxx
or such other address as Landlord shall designate by written notice to
Tenant; and
To Tenant: Universal Access, Inc.
000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx Xxxxxx, COO
or such other address as Tenant shall designate by written notice to
Landlord.
26. MISCELLANEOUS.
26.1 Late Charges. All delinquent Rent shall bear interest at the rate
permitted by law or fifteen (15%) percent per annum, whichever is less, from the
date due until paid.
26.2 Entire Agreement. This Lease and the Exhibits attached hereto
contain the entire agreement between Landlord and Tenant concerning the Premises
and there are no other agreements, either oral or written.
26.3 No Option. The execution of this Lease by Tenant and delivery of
same to Landlord or Manager does not constitute a reservation of or option for
the Premises or an agreement to enter into a lease. This Lease shall become
effective only if and when Landlord executes and delivers same to Tenant;
provided, however, the execution and delivery by Tenant of this Lease to
Landlord or the Manager shall constitute an irrevocable offer by Tenant to lease
the Premises on the terms and conditions herein contained, which offer may not
be withdrawn or revoked for fifteen (15) days after such execution and delivery.
If Tenant is a corporation, it shall deliver to Landlord concurrently with the
delivery to Landlord of an executed Lease, if requested by it, a certified
resolution of Tenant's directors authorizing execution and delivery of this
Lease and the performance by Tenant of its obligations hereunder.
26.4 Accord and Satisfaction. No payment by Tenant or receipt by
Landlord of a lesser amount than any installment or payment of Rent due shall be
deemed to be other than on account of the amount due,
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and no endorsement or statement on any check or any letter accompanying any
check or payment of Rent shall be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's right
to recover the balance of such installments or payment of Rent or pursue any
other remedies available to Landlord. No receipt of money by Landlord from
Tenant after the termination of this Lease or Tenant's right of possession of
the Premises shall reinstate, continue or extend the Term.
26.5 Landlord's Obligations on Sale of Building. In the event of any
sale or other transfer of the Complex or the Buildings, Landlord and the seller
or transferor (and the beneficiaries of any selling or transferring land trust)
shall be entirely free and relieved of all agreements and obligations of
Landlord hereunder accruing or to be performed after the date of such sale or
transfer.
26.6 Binding Effect. This Lease shall be binding upon and inure to the
benefit of Landlord and Tenant and their respective heirs, legal
representatives, successors and permitted assigns.
26.7 Force Majeure. Landlord shall not be deemed in default with respect
to any of the terms, covenants and conditions of this Lease on Landlord's part
to be performed, if Landlord fails to timely perform same and such failure is
due in whole or in part to any strike, lockout, labor trouble (whether legal or
illegal), civil disorder, inability to procure materials, failure of power,
restrictive governmental laws and regulations, riots, insurrections, war, fuel
shortages, accidents, casualties, Acts of God, acts caused directly or
indirectly by Tenant (or Tenant's agents, employees or invitees) or any other
cause beyond the reasonable control of Landlord.
26.8 Captions. The article and section captions in this Lease are
inserted only as a matter of convenience and in no way define, limit, construe,
or describe the scope or intent of such articles or sections.
26.9 Applicable Law. This Lease shall be construed in accordance with
the laws of the State of Illinois.
26.10 Time. Time is of the essence of this Lease and the performance of
all obligations hereunder.
26.11 Landlord's Right to Perform Tenant's Duties. If Tenant fails
timely to perform any of its duties under this Lease, Landlord shall have the
right (but not the obligation) after the expiration of any grace period
elsewhere under this Lease or expressly granted to Tenant for the performance of
such duty, to perform such duty on a behalf and at the expense of Tenant without
further prior notice to Tenant, and all sums expended or expenses incurred by
Landlord in performing such duty shall be deemed to be additional Rent under
this Lease and shall be due and payable upon demand by Landlord.
26.12 Riders. All Riders attached hereto and executed by both Landlord
and Tenant shall be deemed to be a part hereof and are hereby incorporated
herein.
27. PARKING. A parking garage is located within the Complex. The parking garage
and garage access road are not included in the Common Areas. Should Tenant
desire to have parking privileges in the parking garage, Tenant should make the
necessary arrangements therefor with the operator of the parking garage.
28. EXCULPATION. This Lease is executed by LaSalle National Bank, f/k/a LaSalle
National Trust N.A., not personally, but as Trustee as aforesaid in the exercise
of the power and authority conferred upon and vested in it as such Trustee and
it is expressly understood and agreed that nothing herein contained shall
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be construed as creating any liability on said LaSalle National Bank, f/k/a
LaSalle National Trust N.A. or any person interested beneficially or otherwise
in said Trust Agreement establishing Trust No. 54214 personally to pay any sums
owing hereunder or to perform any covenant either express or implied herein
contained, all such liability, if any, being expressly waived by Tenant, and the
heirs, personal representatives, successors and assigns of Tenant, and so far as
said LaSalle National Bank, f/k/a LaSalle National Trust N.A. and any person
interested beneficially or otherwise in said Trust Agreement establishing Trust
No. 54214 are concerned, Tenant, and the heirs, personal representatives,
successors and assigns of Tenant, shall look solely to the property specifically
described in said Trust Agreement establishing Trust No. 54214 for the payment
of any sums owing hereunder or the enforcement of any covenant either express or
implied herein contained.
29. OPTION TO RENEW.
29.1 Renewal Options. Tenant shall have two (2) successive options (each
a "Renewal Option") to renew the Term with respect to all (but not less than
all) of the Premises demised under this Lease as of the Expiration Date of the
then current Term for two (2) separate, successive additional terms (each a
"Renewal Term") of five (5) years each, commencing on the day immediately after
the applicable Expiration Date of the then current Term, subject to the
following terms and conditions:
(A) Tenant gives Landlord written notice of its election to
exercise the Renewal Option not later than the date (the "Notice Date")
which is nine (9) months prior to the Expiration Date of the then
current Term;
(B) Tenant submits current audited financial statements of Tenant
to Landlord concurrently with Tenant's notice exercising a Renewal
Option and such financial statements are approved in writing by
Landlord; and
(C) No Event of Default exists under this Lease either on the
date Tenant exercises a Renewal Option, or unless waived in writing by
Landlord, on the Expiration Date of the then current Term.
29.2 Terms. If Tenant exercises a Renewal Option:
(A) The Rent payable for the applicable Renewal Term shall be at
a rate equal to the "market rate of rent," but in no event shall the
initial annual rate of gross rent per square foot of rentable area
payable for the Renewal Term be less than the annual rate of gross rent
per square foot of rentable area payable under this Lease as of the
Expiration Date of the then current Term. For purposes of the preceding
sentence, "market rate of rent" shall mean the total annual gross rate
of rent per rentable square foot (including all fixed and/or indexed
rental adjustments and all adjustments for operating expenses and real
estate taxes for the Building together with corresponding base years and
taking into account all prevailing market rate tenant concessions (e.g.,
rental abatements and tenant improvements)), if any, as reasonably
determined by Landlord which Landlord is offering to third party tenants
for gross leases with 5-year lease terms commencing on or about the
commencement date of the applicable Renewal Term for office space in the
Building which is comparable to the Premises in condition, area and
improvement. Prior to a Renewal Option, Tenant may request Landlord's
determination of market rate of rent by giving Landlord written notice
requesting Landlord's designation of the market rate of rent, which
notice shall be
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given not earlier than the date which is 90 days prior to the Notice
Date nor later than the date which is 45 days prior to the Notice Date.
If Tenant timely gives the aforesaid notice, Landlord thereupon agrees
to give Tenant written notice ("Landlord's Notice) setting forth the
market rate of rent, which notice shall be given not later than the date
which is 30 days prior to the Notice Date. Tenant's request for
Landlord's determination of market rate of rent shall not be deemed as
an exercise by Tenant of a Renewal Option.
(B) Tenant shall have no further options to renew the Term of
this Lease beyond the Expiration Date of the second Renewal Term;
(C) Tenant shall not be entitled to any rental abatement for
either Renewal Term, except as otherwise set forth in Landlord's Notice;
and
(D) Tenant shall accept the Premises on the commencement date of
the applicable Renewal Term in an "as-is", "where-is" condition, without
any representation, credit or allowance from Landlord with respect to
the condition or improvement thereof, except as otherwise set forth in
Landlord's Notice.
Except as hereinabove provided, all of the terms and provisions of this Lease
shall apply to the applicable Renewal Term.
29.3 Amendment. If Tenant exercises a Renewal Option, Landlord and
Tenant shall execute and deliver an amendment to this Lease reflecting the lease
of the Premises by Landlord to Tenant for the Renewal Term on the terms provided
above, which amendment shall be executed and delivered within 30 days after
Tenant exercises the such Renewal Option.
29.4 Termination. Each Renewal Option shall automatically terminate and
become null and void upon the earlier to occur of
(A) The expiration or termination of this Lease;
(B) The termination of Tenant's right to possession of the
Premises;
(C) The assignment of this Lease by Tenant, in whole or in
part, except as permitted in section 8.1(A);
(D) The sublease by Tenant of the Premises, or any portion
thereof, except as permitted in section 8.1(A);
(E) The recapture by Landlord of any space under section 8.2
above; or
(F) The failure of Tenant to timely or properly exercise
either Renewal Option.
30. RIGHT OF FIRST OPPORTUNITY.
30.1 Option Space. For purposes of this Lease, "Option Space" shall mean
as of any date, that certain space located on the first floor of the Building
(Suite 117) and containing approximately 1,257 square
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feet of rentable area, as shown on Exhibit F attached hereto, less such portions
of said space, if any, which are leased by Tenant as of such date.
30.2 Right of First Opportunity. With respect to the first lease and
only the first lease which Landlord hereafter intends to enter into with a
third-party tenant for either (i) all or any portion of the Option Space, or
(ii) the space described in clause (i) above plus any other space in the
Building (for purposes hereof, any such other space shall be deemed to be part
of the Option Space) and which has a lease term commencing at any time prior to
January 1, 2007 (but excluding any new or renewal lease or lease expansion with
any then existing tenant of all or any portion of the Option Space), Landlord
shall give Tenant written notice of such intent ("Landlord's Notice") prior to
Landlord entering into such lease. The Landlord's Notice shall specify (i) the
location and rentable area of the portion of the Option Space which Landlord
desires to lease (which is hereinafter referred to as the "Actual Option
Space"), (ii) the proposed lease term for the Actual Option Space, (iii) the
date upon which the Actual Option Space shall be available for occupancy, (iv)
the annual rate of base rent per square foot of rentable area which Landlord
desires to charge for the Actual Option Space, (v) the amount of all rent
adjustments which Landlord desires to charge for the Actual Option Space,
including, without limitation, fixed and/or indexed rent adjustments and rent
adjustments for operating expenses and real estate taxes for the Building [and
corresponding base amounts], and (vi) the tenant concessions (e.g., rent
abatements and tenant improvement allowances), if any, which Landlord would be
willing to provide to lease the Actual Option Space; it being agreed that items
(iv) through (vi) above shall be quoted by Landlord in Landlord's Notice for a
hypothetical lease having a lease term which would expire on the Expiration Date
of the Term of this Lease. Tenant shall thereupon have a one-time right (the
"Right of Opportunity") to lease all, but not less than all, of the Actual
Option Space, subject to the following terms and conditions:
(A) Tenant gives Landlord a written notice of its election to
exercise the Right of Opportunity within five (5) days after Landlord
gives Tenant Landlord's Notice for such Right of Opportunity;
(B) Tenant submits current audited financial statements of Tenant
to Landlord concurrently with Tenant's Notice exercising the Right of
Opportunity and such financial statements are approved in writing by
Landlord;
(C) No Event of Default exists under this Lease either on the
date Tenant exercises such Right of Opportunity or, unless waived in
writing by Landlord, on the proposed commencement date of the lease term
for the Actual Option Space; and
(D) No other tenant in the Building has exercised a right to
lease the Actual Option Space as specified in Landlord's Notice, which
right exists in favor of such tenant as of the date of execution of this
Lease.
In the event that Tenant does not timely or properly exercise the Right of
Opportunity, Landlord may at any time thereafter lease the Actual Option Space
to any third-party tenant on such terms and provisions as Landlord may elect
without again complying with the provisions of this section 30.
30.3 Terms. If Tenant exercises the Right of Opportunity, the following
terms and provisions shall apply:
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(A) Landlord shall lease the Actual Option Space to Tenant for a
lease term commencing on the availability date specified in Landlord's
Notice and expiring on the Expiration Date of the Term of this Lease;
(B) The base rent and rental adjustments payable for the Actual
Option Space shall be as set forth in Landlord's Notice;
(C) Tenant shall not be entitled to any rental abatement for the
Actual Option Space except as otherwise set forth in Landlord's Notice;
(D) Tenant shall accept the Actual Option Space in an "as-is",
"where-is" condition from Landlord, without any agreement,
representation, credit or allowance from Landlord with respect to the
improvement or condition thereof except as otherwise set forth in
Landlord's Notice; and
(E) All of the terms and provisions of this Lease shall apply
with respect to the Actual Option Space, except as otherwise provided in
this Section 30 or except as same may be inconsistent with the
provisions of this Section 30.
30.4 Amendment. If Tenant exercises the Right of Opportunity, Landlord
and Tenant shall execute and deliver an amendment to this Lease reflecting the
lease of the Actual Option Space by Landlord to Tenant on the terms herein
provided, which amendment shall be executed within thirty (30) days after Tenant
exercises the such Right of Opportunity.
30.5 Termination. The Right of Opportunity shall automatically terminate
and become null and void upon the earlier to occur of:
(A) The expiration or termination of this Lease;
(B) The termination by Landlord of Tenant's right to
possession of the Premises;
(C) The assignment of this Lease by Tenant, in whole or in
part, except as permitted in section 8.1(A);
(D) The sublease by Tenant of the Premises, or any part
thereof, except as permitted in section 8.1(A);
(E) The recapture by Landlord of any space under section 8.2
above;
(F) The failure of Tenant to timely or properly exercise the
Right of Opportunity.
31. ADDITIONAL RIGHTS OF TENANT.
(A) Conduit Fees. Landlord shall permit Tenant to use vertical
and horizontal pathways outside of the Premises and within the Complex,
provided that: (i) prior to utilizing such pathways, Tenant executes a
Pathway Confirmation Agreement in the form attached hereto as Exhibit
"D"; and (ii) Tenant pays to Landlord the pathway use fees set forth in
Exhibit "D" attached hereto, as additional rent due hereunder.
32
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(B) Equipment Space (Generator). Landlord shall provide Tenant
with an Equipment Space consisting of approximately 400 usable square
feet of outside loading dock space and shall permit Tenant, at its
expense, to install a generator and diesel fuel tank in such area
provided that: (i) prior to utilizing such Equipment Space, Tenant
executes a Space Acceptance Agreement in the form attached as Exhibit
"E" attached hereto;(ii) Tenant pays to Landlord the Equipment Space
rental rates set forth in section 1.1(H) of this Lease as additional
rent due hereunder, and (iii) such installation is made in accordance
with section 10 above.
(C) Equipment Space (Antennae). Landlord shall permit Tenant, at
its expense to install standard data antennae in an Equipment Space area
designated by Landlord on the roof of the Building, provided that: (i)
prior to installing such antenna, Tenant executes a Space Acceptance
Agreement in the form attached hereto as Exhibit "E"; (ii) Tenant pays
to Landlord, the Equipment Space rental rates set forth in section
1.1(H) of this Lease as additional rent due hereunder; and (iii) such
installation is made in accordance with section 10.
(D) Equipment Space (HVAC). Landlord shall permit Tenant to
install its own heating, ventilation and air conditioning equipment
within the Premises and Landlord shall provide an Equipment Space in an
area designated by Landlord, either inside or outside of the Building,
for the installation of glycol lines to the rooftop of the Building,
provided that: (i) prior to installing such glycol lines, Tenant
executes a Space Acceptance Agreement in the form attached hereto as
Exhibit "E"; (ii) Tenant pays to Landlord, the Equipment Space rental
rates set forth in section 1.1(H) of this Lease as additional rent due
hereunder; and (iii) such installation is made in accordance with
section 10 above.
(E) Fire Suppression. Landlord shall permit Tenant, at its
expense, to install within the Premises its choice of a pre-action or
FM200 fire suppression system with Landlord's consent, which consent
shall not be unreasonably withheld, conditioned or delayed provided that
such installation is made in accordance with section 10 above.
32. CONDITION.
This Lease is expressly subject to and conditioned upon Landlord and
Best Communications, Inc. ("Best"), an existing tenant of the Building, entering
into a lease termination agreement (the "Best Termination Agreement"), on terms
and provisions acceptable to Landlord, whereby Landlord shall terminate that
certain office lease dated March, 1996 entered into by and between Landlord and
Best (the "Best Lease"), effective as of November 14, 1999. If the Best
Termination Agreement is not fully executed on or before November 14, 1999, for
any reason whatsoever, then either party may terminate this Agreement by giving
written notice of termination to the other party at any time after November 14,
1999, but prior to the date, if any, upon which the Best Termination Agreement
is fully executed, in which event neither party shall have any further rights or
obligations under this Agreement and the Best Lease shall continue in full force
and effect for the full stated Term, subject to the terms and provisions of the
Best Lease.
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IN WITNESS WHEREOF, this Lease has been executed as of the date set
forth in section l.lD hereof.
LANDLORD: TENANT:
LaSalle Bank National
Association formerly known as
LASALLE NATIONAL BANK, f/k/a UNIVERSAL ACCESS, INC., a Delaware
LASALLE NATIONAL TRUST N.A., not corporation
personally, but solely as Trustee
under Trust Agreement dated
April 14, 1978 and known as
Trust Number 54214
By: /s/ XXXXXX XXXXXX
--------------------------------
Its: COO
-------------------------------
By: /s/ XXXXXXXX XXXXXXX
--------------------------------
Its: VICE PRESIDENT
-------------------------------
ATTEST:
By: /s/ XXXXXXX XXXX
--------------------------------
Its: Assistant Secretary
-------------------------------
34
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EXHIBIT A-1 PLAN OF PREMISES
[FLOOR PLAN]
36
EXHIBIT A-2 PLAN OF PREMISES
[FLOOR PLAN]
37
Exhibit C-1 - Pathway Use Fees
HORIZONTAL PATHWAY USE FEES
================================================================================
FOR BASEMENT (GARAGE) LEVEL ONLY
================================================================================
TYPE RATE PER YEARLY RATE PER
HORIZONTAL PATHWAY FOOT
PATHWAY FOOT PER
MONTH
--------------------------------------------------------------------------------
1 INCH $.26 $3.12
1 1/4 INCH $.35 $4.20
2 INCH $.42 $5.04
3 INCH $.51 $6.12
4 INCH $.60 $7.20
--------------------------------------------------------------------------------
================================================================================
FOR FLOORS 1 THROUGH 8
================================================================================
TYPE RATE PER YEARLY RATE PER
HORIZONTAL PATHWAY FOOT
PATHWAY FOOT PER
MONTH
--------------------------------------------------------------------------------
1 INCH $1.50 $18.00
1 1/4 INCH $2.00 $24.00
2 INCH $2.50 $30.00
3 INCH $3.00 $36.00
4 INCH $3.50 $42.00
--------------------------------------------------------------------------------
The above fees are current as of the date indicated below. The fees are to be
increased annually by an amount which is the greater of: a) the increase in the
Consumer Price Index (Chicago-Xxxx-Kenosha SMSA) for all Urban Consumers; or b)
four percent (4%).
00
Xxxxxxx X-0 - Xxxxxxx Use Fees
VERTICAL PATHWAY USE FEES
FOR PATHWAY FROM BASEMENT TO EIGHTH FLOOR
================================================================================
INNERDUCT INSTALLED WITHIN 4" CONDUIT
================================================================================
TYPE RATE PER VERTICAL YEARLY RATE PER
PATHWAY PER MONTH PATHWAY
--------------------------------------------------------------------------------
1 INCH $150.00 $1,800.00
1 1/4 INCH $170.00 $2,040.00
2 INCH $200.00 $2,400.00
--------------------------------------------------------------------------------
================================================================================
EXCLUSIVE USE OF ENTIRE CONDUIT
================================================================================
TYPE RATE PER VERTICAL YEARLY RATE PER
PATHWAY PER MONTH PATHWAY
--------------------------------------------------------------------------------
2 INCH $350.00 $4,200.00
4 INCH $500.00 $6,000.00
--------------------------------------------------------------------------------
All rates above are for connecting any floor to any other floor (i.e., rate
would not differentiate between a two floor access run and an eight floor access
run).
The above fees are current as of the date indicated below. The fees are to be
increased annually by an amount which is the greater of: a) the increase in the
Consumer Price Index (Chicago-Xxxx-Kenosha SMSA) for all Urban Consumers; or b)
four percent (4%).
39
EXHIBIT D
PATHWAY CONFIRMATION AGREEMENT NO. UAI99001
THIS PATHWAY CONFIRMATION AGREEMENT, made this 15th day of December,
1999 by and between LASALLE NATIONAL BANK, f/k/a LaSalle National Trust, N.A.,
not personally, but solely as Trustee under Trust Agreement dated April 14, 1978
and known as Trust Number 54214 ("Landlord"), and UNIVERSAL ACCESS, INC., a
Delaware corporation ("Tenant")
WITNESSETH:
WHEREAS, Landlord and Tenant did enter into that certain Lease (the
"Lease"), dated December 13, 1999 for the demise of (i) certain space situated
on the first floor (Suites 121 and 123) of the Building located at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx and (ii) certain equipment space located on
the loading dock of the Building (each an "Equipment Space") for the
installation by Tenant of certain equipment; and
WHEREAS, all terms defined in the Lease shall have the same meanings
when referred to herein; and
WHEREAS, Landlord has requested that Tenant acknowledge and confirm each
use by Tenant of certain horizontal and/or vertical pathways in the Building,
pursuant to and in accordance with Section 2 of the Lease, and Landlord has
further requested Tenant to acknowledge and confirm its obligations attendant
upon each such use, pursuant to and in accordance with Section 2 of the Lease;
and
WHEREAS, Tenant has agreed to acknowledge said use and obligations in
connection therewith, each of the Pathway Confirmation Agreements executed to
date being part of the total Pathway obligations due to Landlord.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants herein contained, Landlord and Tenant hereby agree as follows:
(1) The horizontal pathways used by Tenant and the fees payable
therefor are as follows:
Monthly Annual
Pathway Fee Pathway Fee
Description in U.S. Dollars in U.S. Dollars
----------- --------------- ---------------
See Attached Exhibit D-1 $835.40 $10,024.80
(2) The vertical pathways used by Tenant and the fees payable
therefor are as follows:
Monthly Annual
Pathway Fee Pathway Fee
Description in U.S. Dollars in U.S. Dollars
----------- --------------- ---------------
See Attached Exhibit D-1 $2,000.00 $24,000.00
36
40
(3) Tenant agrees to pay to Landlord the additional monthly Pathway
Fees as determined under Paragraphs 1 and 2 above at the times
and in the manner set forth in Section 3 of the Lease, in
accordance with the terms and provisions.
EXCEPT as hereby modified and amended, all other terms, provisions,
covenants and conditions of the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Commencement
Date Agreement to be executed by their duly authorized representatives on the
day and year above written.
LANDLORD: TENANT:
LaSalle Bank National Association
formerly known as
LASALLE NATIONAL BANK, f/k/a UNIVERSAL ACCESS, INC., a Delaware
LASALLE NATIONAL TRUST N.A., not corporation
personally, but solely as Trustee
under Trust Agreement dated
April 14, 1978 and known as Trust
Number 54214
By: /s/ XXXXXXXX XXXXXXX By: /s/ XXXXXX XXXXXX
-------------------------------- --------------------------------
Its: VICE PRESIDENT Its: COO
------------------------------- -------------------------------
ATTEST:
By: /s/ XXXXXXX XXXX
--------------------------------
Its: ASSISTANT SECRETARY
-------------------------------
37
00
XXXXXXXX XXXXXX XXXXXXX USE FEE CALCULATION
UNIVERSAL ACCESS, INC PATHWAY CONFIRMATION AGREEMENT NO. UA199001
Fees are to be increased annually by 4% on the anniversary date of this Pathway
Confirmation Agreement.
HORIZONTAL PATHWAYS
MONTHLY
RATE PER
PATHWAY MONTHLY ANNUAL
NO. OF FOOT IN PATHWAY PATHWAY
PATHWAY U.S. FEE IN U.S. FEE IN U.S.
FLOOR TYPE FEET DOLLARS DOLLARS DOLLARS DESCRIPTION (IDENTIFICATION NO.)
----- ---- ------- -------- ----------- ----------- ---------------------------------------------
Basement 4" horizontal 151 $0.60 $ 90.60 $ 1,087.20 To 000 xxxx xxxxxxxxx/Xxxxxxxx (XXX00000-0)
Sixth 4" horizontal 85 $3.50 $297.50 $ 3,570.00 To 000 xxxx xxxxxxxxx/Xxxxxxxx (XXX00000-0)
Basement 4" horizontal 200 $0.60 $120.00 $ 1,440.00 Xxxxx 000 to Xxxx Canada (UAI99001-2)
First 2" horizontal 189 $0.42 $ 79.38 $ 952.56 Xxxxx 000 to Netpop (UAI99001-3)
Basement 4" horizontal 124 $0.60 $ 74.40 $ 892.80 To 000 xxxx xxxxxxxxx/Xxxxxxxx (XXX00000-0)
Basement 4" horizontal 124 $0.60 $ 74.40 $ 892.80 To 000 xxxx xxxxxxxxx/Xxxxxxxx (XXX00000-0)
Basement 2" horizontal 236 $0.42 $ 99.12 $ 1,189.44 To 000 xxxx xxxxxxxxx/Xxxxxxxx (XXX00000-0)
$ -- $ --
$ -- $ --
$ -- $ --
$ -- $ --
TOTAL HORIZONTAL FEES $835.40 $10,024.80
VERTICAL PATHWAYS
MONTHLY ANNUAL
PATHWAY PATHWAY
FEE IN U.S. FEE IN U.S.
DESCRIPTION (IDENTIFICATION NO.) DOLLARS DOLLARS
------------------------------------------------------------------ ----------- -----------
One 4" vertical in 620 east stairwell to Xxxxxxxx (UAI99001-1) $ 500.00 $ 6,000.00
One 4" vertical in 620 east stairwell to Worldcom (UAI99001-4) $ 500.00 $ 6,000.00
One 4" vertical in 620 east stairwell to Worldcom (UAI99001-5) $ 500.00 $ 6,000.00
One 4" vertical in 620 east stairwell to Worldcom (UAI99001-6) $ 500.00 $ 6,000.00
$ --
$ --
$ --
$ --
$ --
$ --
$ --
TOTAL VERTICAL FEES $2,000.00 $24,000.00
42
EXHIBIT E
SPACE ACCEPTANCE AGREEMENT
THIS AGREEMENT, made this 15th day of December, 1999 by and between
LASALLE NATIONAL BANK, f/k/a LaSalle National Trust, N.A., not personally, but
solely as Trustee under Trust Agreement dated April 14, 1978 and known as Trust
Number 54214 ("Landlord"), and UNIVERSAL ACCESS, INC., a Delaware corporation
("Tenant")
W I T N E S S E T H:
WHEREAS, Landlord and Tenant did enter into that certain Lease with
Tenant (the "Lease") dated December 13, 1999 for the demise of (i) certain
space (Suite 121 and 123) on the first floor of the building (the "Building")
located at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx and (ii) certain
equipment space located on the loading dock of the Building (each an "Equipment
Space") for the installation by Tenant of certain equipment; and
WHEREAS, all terms defined in the Lease shall have the same meanings
when referred to herein; and
WHEREAS, Landlord has requested that Tenant acknowledge and confirm the
actual size of and Monthly Base Rent payable for the Equipment Space, pursuant
to and in accordance with Section 2.1 of the Lease; and
WHEREAS, Tenant has agreed to acknowledge said information.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants herein contained, Landlord and Tenant hereby agree as follows:
1. The area comprising the Equipment Space for the generator
("Generator Space") shall be an area of 11'x22' containing 242
usable square feet as shown on Exhibit E-1 attached hereto. The
area is described as follows: Starting at the point of beginning
("POB") being the center of column G12, go South 11', thence east
11', thence north 22', thence west 11', thence south 11' to the
POB. The area comprising the Equipment Space for the HVAC
equipment ("HVAC Space") shall be an area of 5'x22' containing
110 usuable square feet as shown on Exhibit E-2 attached hereto.
The area of the HVAC Space is described as follows: The area
encompassed within the upper walkway of the loading dock
(approximately 5' in width) being 11' north of and 11' south of
the center line of column line 12.
2. Effective as of the Commencement Date, the Monthly Base Rent for
the Equipment Space shall be payable in the following amounts for
the following periods based on a total area of 352 usable square
feet:
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43
MONTHLY BASE RENT
PERIOD IN U.S. DOLLARS
------ -----------------
12/15/99 - 12/31/00 $366.67
1/1/01 - 12/31/01 $377.81
1/1/02 - 12/31/02 $388.96
1/1/03 - 12/31/03 $400.69
1/1/04 - 12/31/04 $412.72
1/1/05 - 12/31/05 $425.04
1/1/06 - 12/31/06 $437.95
1/1/07 - 12/31/07 $450.85
1/1/08 - 12/31/08 $464.35
1/1/09 - 12/31/09 $478.43
EXCEPT as hereby modified and amended, all other terms, provisions,
covenants and conditions of the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be
executed by their duly authorized representatives on the day and year above
written.
TENANT: LANDLORD: LaSalle Bank National
Association formerly
known as
UNIVERSAL ACCESS, INC., a Delaware LASALLE NATIONAL BANK, NOT
corporation PERSONALLY, BUT SOLELY AS TRUSTEE
AS AFORESAID
BY: /s/ XXXXXX XXXXXX BY: /s/ Xxxxxxxx Xxxxxxx
-------------------------------- --------------------------------
----------------------------------- -----------------------------------
TITLE: COO TITLE: PRESIDENT
----------------------------- -----------------------------
39
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[FLOOR PLAN]
EXHIBIT E-1
EQUIPMENT SPACE
GENERATOR SPACE
Letters and numbers in circles indicate building column lines as established in
building architectural drawings available for inspection by Tenant upon request.
45
[FLOOR PLAN]
EXHIBIT E-2
EQUIPMENT SPACE
HVAC SPACE
Letters and numbers in circles indicate building column lines as established in
building architectural drawings available for inspection by Tenant upon request.
46
[FLOOR PLAN]
EXHIBIT F - PLAN OF OPTION SPACE
