EXHIBIT 10.3
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LEASE
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THIS LEASE, made and entered into as of the 2nd day of May, 1994, by and
among XXXXXX X. XXXXXXX, XXXXX X. XXXXXXX, XXXXXX X. XXXXXXX and XXXXXX X.
XXXXXXX (collectively the "Beneficiaries"), LASALLE NATIONAL TRUST, N.A. , as
successor trustee to LaSalle National Bank, not personally but solely as Trustee
(the "Trustee") under Trust Agreement dated December 28, 1972 and known as Trust
No. 45197 (the "Trust") (the Trustee and Beneficiaries, jointly and severally,
the "Landlord") , and THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking
corporation ("Tenant").
ARTICLE I
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LEASED PREMISES
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In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord hereby leases to Tenant, and Tenant accepts from
Landlord, the following (collectively, the "Leased Premises"): (a) the entire
first floor, containing approximately 4,000 square feet of rentable floor area
and the entire basement, containing approximately 1,300 square feet of rentable
floor area, located in the two story masonry building (the "Building") situated
on the land commonly known as 000 Xxxxx Xxx Xxxx, Xxxxxxxx, Xxxxxxxx and legally
described on Exhibit "A" attached hereto (the "Land"), and (b) the non-exclusive
use of the side drive and rear apron adjacent to the Building, as set forth on
the site plan attached hereto as Exhibit "B", to have and to hold the Leased
Premises unto Tenant for a term of years commencing on the Commencement Date (as
hereinafter defined in Article II) and ending on the Expiration Date (as
hereinafter defined in Article II) referred to hereinafter as the "Term" of this
Lease, unless sooner terminated pursuant to the terms hereof, subject to the
terms and conditions hereinafter set forth. The Land and all of the improvements
located thereon (including without limitation the Building) are sometimes
hereinafter referred to as the "Property".
ARTICLE II
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COMMENCEMENT DATE; LEASE YEAR; CONDITIONS PRECEDENT
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(a) The "Commencement Date" of the Term of this Lease shall be the date on
which Landlord surrenders possession of the Leased Premises to Tenant in good
order and repair and in broom-clean condition, in accordance with this Article
II, and the "Expiration Date" shall be the last day of the month next preceding
the fifth (5th) anniversary of the Commencement Date unless this Lease is sooner
terminated in accordance with the provisions hereof or unless the Term is
extended pursuant to Article XX hereof, provided, however, if the Commencement
Date is other than the first day of a calendar month, the Expiration Date shall
be the last day of the month in which the fifth (5th) anniversary of the
Commencement Date occurs. Within ten (10) days after the Commencement Date,
Landlord and Tenant shall execute a letter setting forth the Commencement Date.
(b) A "Lease Year" shall mean each twelve-month period during the Term,
with the first Lease Year commencing on the Commencement Date and expiring on
the day prior to the first (lst) anniversary of the Commencement Date; provided,
however, if the Commencement Date is other than the first day of a month, the
first Lease Year shall commence on the first day of the calendar month next
succeeding the Commencement Date, and shall end on the last day of the month in
which the first anniversary of the Commencement Date occurs, and each subsequent
Lease Year shall be the twelve month period following expiration of the
immediately preceding Lease Year.
(c) This Lease and all obligations of Tenant hereunder shall be
conditioned upon Tenant receiving, within thirty (30) days of the date hereof,
final approval of the Village of Wilmette Appearance Review Commission for
Tenant's proposed revisions and alterations to the front (east) elevation of the
Building. Upon obtaining the foregoing approval, Tenant shall notify Landlord
that such approval has been obtained. In the event that Tenant fails to obtain
the approval set forth above within such thirty (30) day period, Tenant may
terminate this Lease upon written notice delivered to Landlord within five (5)
days of the expiration of such thirty (30) day period, in which event neither
Landlord nor Tenant shall have any obligation or liability to the other with
respect to this Lease or any of the terms or conditions hereof.
(d) Landlord agrees to surrender possession of the Leased Premises to
Tenant in good order and repair and in broom-clean condition within eight (8)
weeks after the date hereof.
ARTICLE III
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BASIC RENT
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(a) Tenant covenants to pay to Landlord at its office at 000 Xxxxx Xxx
Xxxx, Xxxxxxxx, Xxxxxxxx 00000, or at such other place as Landlord may from time
to time designate in writing, as basic rent for the use of the Leased Premises,
the amounts provided in this Article III ("Basic Rent").
(b) During the first Lease Year during the Term of this Lease, Tenant
shall pay annual Basic Rent of Eighty-Seven Thousand Five Hundred and No/100
Dollars ($87,500.00) in equal monthly installments.
(c) Basic Rent for each Lease Year during the Term (including the Renewal
Terms if applicable) following the first Lease Year shall be subject to
adjustment as of the first day of such Lease Year by multiplying the "Net Basic
Rent" (as hereinafter defined) by the cumulative percentage increase, if any, in
the "CPI" (as hereinafter defined) between the CPI in effect on the last date as
of which the CPI is published prior to the Commencement Date and the CPI in
effect on the last date as of which the CPI is published prior to the
commencement of the Lease Year in question, and adding the product thereof to
the annual Basic Rent in effect for the first Lease Year. If, as of the
commencement of the Lease Year in question the applicable CPI has not yet been
published, the Basic Rent adjustment shall be made as soon as practicable after
publication thereof and a retroactive payment of such adjustment for all
previous months of such Lease Year shall be made to Landlord within ten (10)
days after the date of determination. It is the intention of the parties that
the CPI adjustment required above will be carried through during each of the
Renewal
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Terms, if applicable, as though the Renewal Terms, if exercised, had been part
of the original Term of this Lease. That is, the Basic Rent payable in the
seventh Lease Year, for example, and assuming exercise of the first Renewal
Option, will be the same as the Basic Rent would have been had the original Term
been a ten year term, and, similarly, the rental paid in the thirteenth Lease
Year, for example, and assuming exercise of the second Renewal Term, would be
the same as the rental would have been in the thirteenth Lease Year had the Term
of this Lease been originally a fifteen year term. In no event shall Basic Rent
for each Lease Year be less than $87,500.00.
As used above, the term "Net Basic Rent" shall mean $87,500.00 less 60% of
"Real Estate Taxes" (as defined in Article IV) that become due and payable with
respect to the Property during the "Base Year" (as defined in Article IV),
excluding payments with respect to delinquent taxes.
As used in this Lease, "CPI" shall mean the Consumer Price Index for
Chicago, Illinois, All Urban Consumer, All Items, as published by the Bureau of
Labor Statistics of the United States Department of Labor (1982-84 = 100). If,
at the time required for the determination of Basic Rent, the CPI is no longer
published or issued, the parties shall use such other index as is then generally
recognized and accepted for similar determinations of purchasing power. If the
parties are unable to agree on the selection of such other index which would
most accurately carry out the intent hereof, or if there is a dispute with
respect to the computation of Basic Rent for any Lease Year, then the issue with
respect thereto shall be submitted to the American Arbitration Association in
the City of Chicago for determination in accordance with its procedures at such
time, and such determination shall be binding upon both parties.
(d) All Basic Rent payments hereunder are payable in advance and shall be
paid on or before the first day of the calendar month for which such installment
of Basic Rent is owed.
(e) Notwithstanding the foregoing, (i) if the Commencement Date occurs on
a date other than the first day of a calendar month, then Basic Rent for such
first partial month shall be determined pro rata based upon the number of days
following (and including) the Commencement Date falling within such calendar
month and shall be paid together with the Basic Rent payable on the first day of
the first full calendar month of the Term, and (ii) if the Expiration Date
occurs on a date other than the last day of a calendar month, then Basic Rent
for such final partial month shall be determined pro rata based upon the number
of days preceding (and including) the Expiration Date falling within such
calendar month.
ARTICLE IV
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ADDITIONAL RENT
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(a) Tenant agrees to pay to Landlord as additional rent ("Additional
Rent") (Basic Rent and Additional Rent, together hereinafter referred to as
"Rent") an amount equal to sixty percent (60%) of any increase in "Real Estate
Taxes" (as hereinafter defined) coming due and being payable during any Lease
Year over such taxes due and payable during the base year of 1994 (the "Base
Year"), excluding payments with respect to delinquent taxes.
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(b) "Real Estate Taxes" means all general real estate taxes levied against
the Property, specifically excluding any penalties or interest thereon, and
excluding income, franchise, transfer, inheritance or capital stock taxes.
In the event that any reductions in Real Estate Taxes are obtained and, as
a result of such reduction, Landlord receives a refund of Real Estate Taxes
previously paid, Tenant shall receive its pro rata share of such refund in the
form of a complete reduction of its Basic Rent and Additional Rent beginning in
the month following the month in which such refund is actually received by
Landlord and continuing until the amount of the refund has been recovered by
Tenant.
(c) Additional Rent shall be paid to Landlord throughout the Term not less
than ten (10) days prior to the time the xxxx relating to the second installment
of such Real Estate Taxes is due, (that is, ten (10) days prior to the last day
on which such Real Estate Taxes may be paid without penalty or interest)
provided that Landlord has furnished Tenant with a copy of such Real Estate Tax
xxxx not less than fifteen (15) days prior to the time such Real Estate Tax xxxx
is due. Landlord shall furnish Tenant with copies of all Real Estate Tax bills
promptly upon receipt by Landlord of such bills, and shall furnish Tenant with
proof satisfactory to Tenant that all Real Estate Taxes have been paid within
ten (10) days of the date such Real Estate Taxes are paid. Upon the expiration
of the Term, Tenant shall have no further obligation to pay any Real Estate
Taxes with respect to the Property which become due and payable after the
Expiration Date (as the same may have been extended pursuant to Article XX).
ARTICLE V
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USE
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The Leased Premises may be used and occupied by Tenant for general banking
and office uses ("Tenant's Use").
ARTICLE VI
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BUILD OUT
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(a) Landlord agrees, at its sole cost and expense, to blacktop all
driveway and parking areas on the Land and to restripe all such parking areas
(the "Landlord's Work"), in a good and workmanlike manner, with first-class
materials, not later than sixty (60) days after the Commencement Date. All of
Landlord's Work shall be performed in accordance with all requirements of the
village of Wilmette. In the event that Landlord is unable, after using good
faith efforts, to obtain all necessary permits from the Village of Wilmette for
the Landlord's Work within thirty (30) days of the date hereof, Landlord and
Tenant shall each have the right to terminate this Lease prior to the date of
receipt of such permits unless Tenant waives in writing such failure to obtain
such permits within ten (10) days after Landlord provides Tenant with written
notice of such inability. In the event that on or prior to a date which is not
later than sixty (60) days after the Commencement Date Landlord has not yet
completed the Landlord's Work, Basic Rent shall be abated until completion
thereof; provided, however, the foregoing shall be subject to delays resulting
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from studies, casualty occurrences, acts of God, and similar matters beyond the
reasonable control of Landlord.
(b) Tenant agrees that it shall, either prior to the Commencement Date or
during the first Lease Year, do extensive interior and exterior improvements to
the Leased Premises, all at Tenant's expense (the "Initial Work"). Landlord will
pay to Tenant Fourteen Thousand and No/100 Dollars ($14,000.00) on the
Commencement Date as a construction allowance relative to Tenant's replacement
of HVAC units and gutters and downspouts on the front of the Building. The
Initial Work shall include interior design items such as interior partitioning,
lighting and wall coverings, and will also include substantial alterations to
Building systems such as HVAC, electrical and plumbing and to the exterior
appearance of the Building. In connection with the foregoing, Tenant may remove
existing non-structuring partitions, windows, lighting fixtures, draperies,
window coverings, dropped ceilings and the like if necessary in order to
complete the Initial Work.
ARTICLE VII
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NON-DISTURBANCE AGREEMENT
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Prior to the Commencement Date, and as a condition precedent to Tenant's
obligations hereunder, Landlord shall furnish Tenant a non-disturbance and
attornment agreement acceptable to Tenant from all holders of any mortgage or
deed of trust encumbering the Leased Premises on the Commencement Date,
providing that in the event of a foreclosure, Tenant's possession of the Leased
Premises shall not be disturbed under this Lease during the Term and any renewal
term so long as Tenant is not in default hereunder. Any reasonable legal costs
incurred by the holder of any such mortgage or deed of trust in preparing such
agreement shall be paid, as between Landlord and Tenant, by Tenant.
ARTICLE VII
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CARE OF THE LEASED PREMISES; SURRENDER; SECURITY DEPOSIT
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(a) Tenant shall keep the Leased Premises reasonably clean and free from
rubbish and dirt at all times.
(b) At the expiration of the Term of this Lease, Tenant shall surrender
the Leased Premises in their then condition, reasonable wear and tear and damage
or loss by fire, casualty or eminent domain excepted, and shall surrender all
keys for the Leased Premises to Landlord at the place then fixed for the payment
of Basic Rent. All alterations, whether temporary or permanent, made by Tenant
in or on the Leased Premises (excluding only Tenant's furniture, equipment and
furnishings) will become Landlord's property and shall remain on the Leased
Premises at the expiration of this Lease without compensation to Tenant.
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(c) Tenant agrees to deposit with Landlord, concurrently with the
execution and delivery hereof, a security deposit (the "Security Deposit") in
the amount of $7,292.00, as security for the full and faithful performance by
Tenant of each and every term, provision, covenant, and condition of this Lease.
The Security Deposit shall be held by Landlord in a non- interest -bearing
account which shall at all times be maintained at The PrivateBank and Trust
Company and which shall not be commingled with Landlord's general funds. If
Tenant commits an Event of Default, Landlord may use the Security Deposit for
the payment of any monies due under this Lease or for any other sum which
Landlord may expend or be required to expend by reason of Tenant's Event of
Default. If any of the Security Deposit shall be so used by Landlord, then
Tenant shall promptly, in each such instance, upon the written demand therefor
by Landlord, pay to Landlord such additional sum as may be necessary to restore
the Security Deposit to the original amount. Within thirty (30) days after the
expiration of the Term, the Security Deposit, or the balance thereof, shall be
returned to Tenant.
ARTICLE IX
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MAINTENANCE AND REPAIRS
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(a) Except for damage by fire, casualty or eminent domain covered by
Articles XVI and XVII hereof, Landlord shall, at its sole cost and expense, keep
the structural components of the Building and the Leased Premises, including but
not limited to, the foundations, exterior and load bearing walls, exterior
curtain walls, subflooring, pipes and conduits and roof, and the mechanical,
plumbing systems (other than portions thereof altered or added as part of
Tenant's Initial Work), in good repair, shall be responsible for and perform any
needed extraordinary repairs (being any repairs other than ordinary maintenance)
to parking areas, driveways and sidewalks; provided, however, that Landlord
shall not be required to make any such repairs which become necessary by reason
of the willful misconduct or gross negligence of Tenant, its agents, servants or
employees. Tenant shall maintain and keep in good order, condition and repair
(ordinary wear and tear and damage by fire, casualty or eminent domain excepted)
the interior, non-structural elements of the Premises and those Building systems
and equipment (including HVAC, plumbing, electrical and windows) to the extent
installed or reconditioned by Tenant, and shall also be responsible for ordinary
maintenance of the grounds adjoining the Building (such as snow and debris
removal), unless the need for repair or maintenance was caused by the willful
misconduct or negligence of Landlord, its agents, servants or employees. Each of
Tenant and Landlord shall cause those portions of the Leased Premises which each
is obligated to repair and maintain at all times to conform and comply with all
applicable governmental laws, rules, regulations and codes affecting the Leased
Premises. In the event alterations or additions to the Leased Premises are
hereafter required by reason of any change in applicable law (such as, by way of
example, additional life safety systems), Landlord shall, at its expense, cause
the same to be made or installed, and Tenant shall pay to Landlord as additional
rent hereunder on a monthly basis for the remainder of the Term (as it may be
extended) an amount equal to the amount necessary to amortize the cost of such
alterations or additions on a straight line basis over a ten (10) year period
without interest. Notwithstanding the foregoing or any other provision of this
Lease, Tenant shall not be responsible for any damage caused by the removal of
any equipment or machinery which was located in, or affixed to, the Leased
Premises before the
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Commencement Date, if such removal is the result of the termination of any
equipment lease or results from any other similar cause or matter not within the
direct control of Tenant.
(b) If either party refuses or neglects to make any repair (required to be
made by such party hereunder) within ten (10) days after written notice by the
other party (or immediately in the event of emergency), such notifying party may
make such repairs. If Landlord makes repairs required to be made by Tenant,
Tenant will pay to Landlord, on demand, as Additional Rent, the cost thereof
with interest (at a rate equal to the "Prime Rate" as announced from time to
time by First National Bank of Chicago or its successor [the "Interest Rate"])
from the date of the commencement of said repairs until paid. If Landlord fails
to make any repair required to be made by Landlord hereunder, Tenant may, at
Tenant's election, (i) make such repairs and deduct the cost thereof (together
with interest thereon at the Interest Rate) from the next installment(s) of
Basic Rent and Additional Rent due hereunder, (ii) make such repairs and bring
an action against Landlord for all damages of Tenant resulting from Landlord's
failure to make such repairs, including but not limited to the cost of such
repairs (together with interest thereon at the Interest Rate), (iii) terminate
this Lease, or (iv) seek any remedy available at law or in equity. If Landlord
fails to make any repair required to be made by Landlord hereunder and such
failure renders the Leased Premises untenantable, then in addition to all other
remedies set forth in this Lease, Rent shall xxxxx from the date the Leased
Premises are so rendered untenantable until such time as they are tenantable.
ARTICLE X
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ALTERATIONS AND SIGNS; LIENS; FIXTURES
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(a) Tenant shall not make (i) any interior alterations in or to the Leased
Premises in excess of $10,000 in any one instance (including the Initial Work),
(ii) any decorative or aesthetic alterations to the exterior of the Building, or
(iii) any contract for any of the foregoing, without first procuring Landlord's
written consent, which consent shall not be unreasonably withheld or delayed.
Tenant shall have the right, without obtaining the consent of Landlord, to
install such signs upon the Leased Premises and Property as Tenant shall deem
necessary or desirable, which signs shall remain Tenant's property and shall be
removed by Tenant upon the expiration of the Term. Landlord shall have the right
to install one or more signs on the Property relating to other occupants of the
Property, provided, however, that such other signs (x) are approved by Tenant in
writing prior to the installation thereof (which approval shall not be
unreasonably withheld or delayed), (y) do not visually interfere with any signs
installed by Tenant, and (z) do not detract from the overall appearance of the
Property. Landlord shall maintain such other signs in good condition and repair
at its own expense.
(b) Tenant agrees that it will not do any act or thing to create any
mechanic's lien or claim for lien against the Building or the Land or any part
thereof, and agrees to indemnify and hold Landlord harmless from and against any
and all such liens or claims of such liens and all damages, costs, expenses, and
reasonable attorneys fees in connection therewith. If any lien shall attach to
the Leased Premises by any person claiming under Tenant, Tenant shall, upon
Landlord's request, promptly pay such lien; provided, however, that Tenant need
not pay such lien upon Landlord's request in the event that Tenant shall (i)
contest such lien diligently and in good faith, (ii) shall
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promptly pay any final judgment entered in connection therewith, and (iii) shall
post with Landlord, or for Landlord's benefit, a bond, letter of credit or other
form of security satisfactory to Landlord, in an amount equal to one hundred
fifty percent (150%) of the claimed amount of the lien, in order to secure the
payment by Tenant of any final judgment entered in connection therewith.
(c) All alterations, additions, improvements and fixtures, other than
Tenant's furniture, equipment and furnishings which may be made or installed by
either Landlord or Tenant upon the Leased Premises shall become the property of
Landlord upon the expiration of the Term and shall remain upon and be
surrendered with the Leased Premises as a part thereof, without disturbance,
molestation or injury at the termination of the Term of this Lease, whether by
the lapse of time or otherwise, all without compensation or credit to Tenant;
provided, however, that if prior to said termination, or within fifteen (15)
days thereafter, Landlord so directs by written notice to Tenant, Tenant shall
promptly remove the additions, improvements, fixtures and installations which
were placed in the Leased Premises by Tenant and which are designated in said
notice, and repair any damage occasioned by such removals, and in default
thereof, Landlord may effect said removals and repairs and Tenant will pay to
Landlord, on demand, as Additional Rent hereunder, the reasonable cost thereof.
All furniture, equipment and furnishings of Tenant that are attached to or
located at the Leased Premises may be removed at the expiration of the tenancy
hereby created provided any damage caused to the Leased Premises by such removal
is repaired by Tenant. All such property not so removed by Tenant prior to the
expiration of the tenancy shall become the property of Landlord.
ARTICLE XI
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INSURANCE
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(a) Landlord shall procure and maintain with responsible insurance
companies having a rating by A.M. Best & Co. of A+ or better, insurance against
damage to the Leased Premises and Building by fire and other risks now or
hereafter embraced in extended coverage, and insurance against such other
hazards as may be agreed upon by Landlord and Tenant, all in amounts not less
than the full replacement cost of the Leased Premises. On or before the
Commencement Date, and annually during the Term, Landlord shall deliver to
Tenant certificates of insurance evidencing that the above coverages are in
effect.
(b) Tenant agrees to procure and maintain with responsible insurance
companies having a rating by A.M. Best & Co. of A+ or better:
(i) Public liability insurance, insuring Landlord (as an additional
insured) and Tenant, as their interests may appear, against all claims,
demands, or actions made by or instituted on behalf of any person, firm or
corporation, arising from, or alleged to have arisen from, related to, or
connected with the conduct and operation of Tenant's business at the Leased
Premises, including liability on all walks, parking, driveway and exterior
areas at the Land to which Tenant and its employees, agents and customers
have access, with a combined single limit of not less than $5,000,000.00
for injury to or death to one or more
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persons in any one accident, and a limit of not less than $1,000,000.00 for
damage to property;
(ii) Improvements and Betterments coverage on all improvements
constituting a permanent part of the Building; and
(iii) Insurance covering all of Tenant's fixtures, furniture,
furnishings, floor coverings, equipment and other personal property in the
Leased Premises to the extent of at least eighty percent (80%) of their
replacement cost.
(c) Each of said policies of insurance shall be in form and substance
reasonably satisfactory to the parties, and shall provide (i) that it is primary
coverage, (ii) that it will not be subject to cancellation, termination or
change except upon not less than thirty (30) days prior written notice to Tenant
or Landlord, as the case may be, and (iii) that the insurer waives subrogation
rights against Landlord and Tenant. Duly executed certificates of the policies
of insurance, together with satisfactory evidence of the payment of the premium
therefor, shall be deposited with Tenant or Landlord, as the case may be, on or
before the Commencement Date, and evidence of the renewal or replacement of such
policies shall be delivered to Tenant or Landlord, as the case may be, not less
than thirty (30) days prior to the expiration of the term of such policies. If
either party fails to comply with its insurance requirements, the other may
obtain such insurance and keep the same in effect, and the noncomplying party
shall pay to the other on demand, the cost of the premiums therefor, together
with interest thereon at the Interest Rate.
ARTICLE XII
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INDEMNIFICATION, RISK OF LOSS, DAMAGE
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(a) Tenant agrees to indemnify and hold Landlord, its agents and employees
harmless from and against any and all claims, liabilities, losses, damages,
costs and expenses, including reasonable attorneys' fees, arising (i) from the
conduct or management of the business conducted by Tenant in the Leased
Premises, or (ii) from any breach or default on the part of Tenant in the
performance of any covenant or agreement on the part of Tenant to be performed
pursuant to the terms of this Lease, or (iii) from any willful misconduct or
negligent act or omission of Tenant, its agents, contractors, servants,
employees, sublessees, concessionaires or licensees in or about the Leased
Premises. In case any action or proceeding is brought against Landlord by reason
of any such claim, Tenant, upon notice from Landlord, covenants to diligently
defend such action or proceeding, and to retain legal counsel reasonably
satisfactory to Landlord in connection therewith.
(b) Landlord agrees to indemnify and hold Tenant, its agents and employees
harmless from and against any and all claims, liabilities, losses, damages,
costs and expenses, including reasonable attorneys, fees, arising (i) from any
breach or default on the part of Landlord in the performance of any covenant or
agreement on the part of Landlord to be performed pursuant to the terms of this
Lease or from the failure of any representation made herein by Landlord to be
true, or (ii) from any willful misconduct or negligent act or omission of
Landlord, its agents, contractors, servants, or employees. In case any action or
proceeding is brought against Tenant by reason of any
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such claim, Landlord, upon notice from Tenant, covenants to diligently defend
such action or proceeding and to retain legal counsel reasonably satisfactory to
Tenant in connection therewith.
ARTICLE XII
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ASSIGNMENT AND SUBLETTING
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(a) Tenant shall not sell, assign, mortgage, pledge or in any manner
transfer this Lease, or any interest of Tenant herein, or agree to do so, or
permit or suffer any transfer of or lien upon this Lease or any interest of
Tenant therein by operation of law, or sublet the Leased Premises or any part
thereof, or permit the use or occupancy of the Leased Premises or any part
thereof by anyone other than Tenant, without the prior express written consent
of Landlord, which consent shall not be unreasonably withheld or delayed. Tenant
shall be entitled to retain one hundred percent (100%) of the profits, if any,
of any subleasing or assignment. Tenant agrees not to sublease more than fifty
percent (50%) of the Leased Premises to third parties without Landlord's prior
written consent, which consent may be withheld in Landlord's sole discretion.
Consent by Landlord to an assignment of this Lease or to the subletting of any
portion of the Leased Premises shall not be a waiver of Landlord's rights under
this Article XIII as to any subsequent assignment or subletting. Notwithstanding
the foregoing, Tenant may, without the consent of Landlord, assign this Lease,
or sublet all or a portion of the Leased Premises, to any affiliate, parent,
subsidiary or successor to Tenant by merger, consolidation or reorganization.
(b) In the event Landlord transfers its ownership interest in the Leased
Premises, or in the event of enforcement by any mortgagee under any mortgage on
the Leased Premises, Tenant shall automatically become the tenant of any such
successor in interest without change in the terms of this Lease. In such event,
Tenant agrees to attorn to, and look only to, any such successor in interest for
the prospective performance of Landlord's obligations under this Lease;
provided, however, that Landlord shall remain liable to Tenant for all
obligations and liabilities of Landlord accruing hereunder prior to the date of
such transfer.
ARTICLE XIV
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ACCESS TO PREMISES
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Tenant shall have unrestricted access to the Land, Building and Leased
Premises, and unrestricted use of the Leased Premises, 24 hours a day, 7 days a
week, throughout the Term. Landlord reserves the right to enter upon the Leased
Premises at all reasonable hours, upon not less than three (3) days prior
written notice to Tenant, for the purpose of (i) inspecting the same, (ii)
making repairs, additions or alterations to the Building, or (iii) exhibiting
the Leased Premises to prospective tenants, purchasers or others and to display
during the last one hundred eighty (180) days of the Term hereof "For Rent" or
similar signs on windows or doors in the Leased Premises; provided, however,
that such entry shall not interfere with the conduct of Tenant's business
operations. The exercise by Landlord of any of its rights under this Article
shall not be deemed an eviction or disturbance of Tenant's use and possession of
the Leased Premises.
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ARTICLE XV
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UTILITIES
---------
Tenant shall pay for all utility services used in the Leased Premises. The
Leased Premises shall be separately metered at Landlord's expense.
ARTICLE XVI
-----------
EMINENT DOMAIN
--------------
(a) If all or substantially all of the Leased Premises or the Building are
taken by the exercise of the power of eminent domain, this Lease and the Term
hereof shall terminate as of the date possession is taken by the condemning
authority, and Landlord shall refund any rent paid in advance on a per diem
thirty-day month basis from the date possession is so taken to the first day of
the next calendar month.
(b) If part of the Leased Premises or the Building is taken by the
exercise of the power of eminent domain and this Lease and the Term hereof are
not terminated pursuant to subsection (a) above, Landlord, at its expense and
within thirty (30) days after the payment or deposit of the compensation
relating to such taking, shall commence to reconstruct the Leased Premises not
affected by the taking, and with reasonable diligence proceed with such
reconstruction. During the reconstruction and thereafter, Rent and the
respective installments thereof shall be reduced in the proportion that the area
of the portion of the Leased Premises so taken bears to the entire area of the
Leased Premises.
(c) Tenant shall have the right to separately pursue a condemnation award
in respect of the loss, if any, to leasehold improvements paid for by Tenant.
(d) For purposes hereof, "substantially all" of the Building or Leased
Premises shall be taken, if, in Tenant's reasonable judgment, the Leased
Premises are no longer suitable for Tenant's Use as previously conducted at the
Leased Premises.
ARTICLE XVII
------------
UNTENANTABILITY
---------------
(a) In the event the Leased Premises or the Building shall be destroyed,
or so damaged by fire, explosion, windstorm, or other casualty or by war or
civil disorder as to be unsuitable for Tenant's Use as previously conducted at
the Premises, in Tenant's reasonable judgment, Landlord shall restore the Leased
Premises within a reasonable time after such destruction or damage to their
condition existing prior to such casualty; provided, if such restoration cannot
be, or is not, completed within ninety (90) days after the date of such
casualty, Tenant may terminate this Lease and the Term hereof as of the date of
the destruction or damage, or on the date it becomes apparent that the
11
restoration cannot be timely completed, in either case by giving Landlord
written notice. Rent shall xxxxx on a per diem thirty-day month basis during the
period of restoration.
(b) In the event the Leased Premises or the Building shall be damaged as
aforesaid but are not thereby rendered unsuitable for Tenant's Use as previously
conducted at the Premises, Landlord shall restore the Leased Premises with
reasonable dispatch, and while such damage is being repaired, Tenant shall be
entitled to an equitable abatement of the Rent as reasonably determined by
Tenant and Landlord. Landlord shall not be liable or responsible for any delays
in rebuilding or repairing due to labor controversies, riots, acts of God,
national emergency, acts of a public enemy, governmental laws or regulations,
inability to procure materials or labor, or both, or any other cause beyond its
control, other than causes related to the cost of labor and/or materials.
ARTICLE XVIII
-------------
REMEDIES
--------
(a) Landlord may terminate this Lease and the Term hereof or terminate
Lessee's right to possess the Leased Premises: (i) upon the failure of Tenant to
pay an installment of rent (whether Basic Rent or Additional Rent), or to make
any other payment provided to be made hereunder, in either event for ten (10)
days after written notice of such failure has been given to Tenant, or (ii) upon
the happening of any one or more of the following events (any such failure or
event described in this section (a) , an "Event of Default"):
(A) The making by Tenant of an assignment for the benefit of its
creditors;
(B) The operation or supervision of the business conducted in the
Leased Premises by a creditors' committee;
(C) The institution of proceedings in a court of competent
jurisdiction for the reorganization, liquidation or involuntary dissolution
of Tenant, or for its adjudication as a bankrupt or insolvent, or for the
appointment of a receiver of the property of Tenant, if said proceedings
are not dismissed and any receiver, trustee or liquidator appointed therein
discharged within ninety (90) days after the institution of said
proceedings; or
(D) The failure of Tenant to timely perform or discharge any of its
duties, obligations or covenants under this Lease other than covenants or
obligations for the payment of money, which failure remains uncured for a
period of thirty (30) days after written notice thereof from Landlord to
Tenant; provided, however, that such thirty (30) day period shall be
extended as necessary if Tenant is diligently pursuing the cure of such
default and if such default cannot, by its nature, be cured within said
thirty day period.
(b) Upon the termination of this Lease or Tenant's right to possession by
reason of an Event of Default, Landlord may re-enter the Leased Premises with or
without process of law using such force as may be necessary, and remove all
persons, fixtures and chattels therefrom.
12
(c) Notwithstanding the termination of this Lease by Landlord upon the
occurrence of an Event of Default, Landlord shall be entitled to recover
immediately as liquidated damages, and as Landlord's sole and exclusive remedy,
an amount equal to the discounted present value (at the Interest Rate) of Basic
Rent payable for the balance of the Term less the fair rental value of the
Leased Premises for the said balance of the Term.
(d) Upon and after entry into possession without termination of this
Lease, Landlord shall use its best efforts to mitigate its damages and to relet
the Leased Premises or any part thereof for the account of Tenant for a
commercially reasonable rent (and in such regard shall in good faith consider
any proposed tenant offered by Tenant), for a commercially reasonable time and
upon commercially reasonable terms; provided, however, the liability of Tenant
for the Rent provided for hereinabove shall not be extinguished for the balance
of the Term remaining after said termination of Lessee's right to possession,
but any amounts receivable by Landlord pursuant to any reletting shall be
credited against any amounts of Rent due Landlord from Tenant for the balance of
said Term.
(e) In the event of any breach by Tenant of any of the provisions of this
Lease, Landlord may, following expiration of any applicable notice and cure
period, cure such breach for the account and at the expense of Tenant. If
Landlord at any time after an Event of Default is compelled to pay, or elects to
pay, as a result of such Event of Default any sum of money or do any act which
will require the payment of any sum of money, or incurs any expense including
reasonable attorneys' fees in instituting or prosecuting any action or
proceedings to enforce Landlord's rights hereunder, the sum or sums so paid by
Landlord, with interest thereon from the date of payment thereof at the Interest
Rate shall be deemed to be Additional Rent hereunder and shall be due from
Tenant to Landlord on the first day of the month following the payment of such
respective sums or expenses by Landlord.
(f) Tenant will, at the expiration or termination of this Lease, yield up
possession to Landlord, and failing so to do, at Landlord's option will pay to
Landlord as liquidated damages for each day possession is withheld, an amount
equal to 150% of the amount of the daily Basic Rent then payable, computed based
on a thirty-day month. Neither the payment by Tenant, nor the acceptance by
Landlord, of any rent or other payments after expiration or earlier termination
of this Lease shall constitute a renewal or extension of this Lease, or a new or
periodic tenancy by Tenant, it being understood and agreed that Tenant shall not
thereby acquire any holdover rights or obligations with respect to the Property.
(g) Subject to the provisions of Section (b) of Article IX of this Lease,
in the event of any breach by Landlord of any of the provisions of this Lease,
Tenant may, following expiration of any applicable notice and cure period, elect
one or more of the following remedies: (i) to cure such breach at the expense of
Landlord, (ii) to terminate this Lease, or (iii) to seek any remedy available at
law or equity. If Tenant, at any time, by reason of such breach, is compelled to
pay, or elects to pay, any sum of money or do any act which will require the
payment of any sum of money or incurs any expense including reasonable
attorneys, fees in instituting or prosecuting any action or proceedings to
enforce Tenant's rights hereunder, the sum or sums so paid by Tenant, shall, at
Tenant's election, either be immediately due and payable to Tenant with interest
thereon at the
13
Interest Rate or be credited (with interest thereon until such credit is fully
applied) against all subsequent payments due Landlord from Tenant under this
Lease, if any.
ARTICLE XIX
-----------
RIGHT OF FIRST REFUSAL
----------------------
In the event that at any time during the Term Landlord decides to either
sell all or any portion of the Property to a third party, or lease all or any
portion of the Property not included within the Leased Premises to a third
party, Landlord shall provide Tenant with written notice of its said intention
prior to offering such purchase or lease opportunity to any third party.
Thereafter, for a period of thirty (30) days from and after Tenant's receipt of
such notice, Landlord and Tenant shall negotiate in good faith for the purchase
or lease of the Property (or such portion thereof) , as the case may be. In the
event Landlord and Tenant are unable to agree on terms of such a purchase or
lease within said thirty (30) day period, Landlord shall thereafter for a period
of nine (9) months have a right to sell or lease the Property (or such portion
thereof), as the case may be, to a third party at a price and on terms no less
favorable to Landlord than those offered by Tenant. If Landlord does not sell or
lease the Property (or such portion thereof) as above set forth within said nine
(9) month period, the same shall once again be offered to Tenant for first
negotiation (in the manner set forth above) before proceeding with a sale or
lease of the Property (or any portion thereof) to any third party. The failure
of Tenant and Landlord to agree on the terms of a purchase or lease of any
portion of the Property in any instance shall not effect Tenant's rights
hereunder with respect to a subsequent purchase or lease opportunity relating to
any other portion of the Property.
ARTICLE XX
----------
RENEWAL OPTIONS
---------------
Provided that Tenant is not then in default hereunder beyond any applicable
notice and cure periods, Tenant shall have two options (individually, a "Renewal
Option", and together, the "Renewal Options"), in its sole discretion, to renew
the Term of this Lease for all the premises then covered by this Lease for two
additional periods of five years each (individually, a "Renewal Term", and
together, the "Renewal Terms"), commencing on the day following the then
applicable Expiration Date and terminating on the fifth (in the case of the
first Renewal Term) or tenth (in the case of the Second Renewal Term)
anniversary of the original Expiration Date, by giving written notice to
Landlord of Tenant's exercise of such Renewal Option not less than ninety (90)
days prior to the commencement of the Renewal Term with respect thereto. In the
event that the Tenant exercises a Renewal Option, the amount of monthly Basic
Rent during the first Lease Year of such Renewal Term shall be equal to the
monthly Basic Rent for the prior Lease Year (subject to adjustments as provided
in Article III, subsection (c) above), the Expiration Date shall be extended to
the end of such Renewal Term, and the Term shall include such Renewal Term. In
the event Tenant fails to exercise the first Renewal Option, the second Renewal
Option shall be terminated. Except as otherwise set forth in this Article XX,
all of the terms and conditions of this Lease shall apply to the Renewal Terms.
14
ARTICLE XXI
-----------
NOTICES
-------
Any notice, demand or request which may be permitted, required or desired
to be given in connection herewith shall be given in writing and directed to
Landlord and Tenant as follows, or as otherwise directed in writing by such
party:
To Landlord: at the address set forth in Article III hereof.
With a copy to: Xxxx X. Xxxxxxxxxx, Esq.
000 Xxxxx Xxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
To Tenant: at the address of the Leased Premises unless requested
otherwise by Tenant.
With a copy to: Xxxxxx X. Xxxxxx, Esq.
Xxxx Xxxxxx & Xxxxxxxxx
Xxx Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Notices shall be either (a) personally delivered (including delivery by
Federal Express or other courier service) to the offices set forth above, in
which case they shall be deemed delivered on the date of delivery to said
addresses; or (b) sent by certified or registered mail, return receipt
requested, in which case they shall be deemed delivered to such addresses as
shown on the receipt unless delivery is refused or delayed by addressee in which
event they shall be deemed delivered on the date of deposit in the U.S. Mail.
ARTICLE XXII
------------
MUTUAL WAIVER OF SUBROGATION RIGHTS
-----------------------------------
Whenever any loss, cost, damage or expense resulting from fire, explosion
or any other casualty or occurrence is incurred by either of the parties to this
Lease in connection with the Leased Premises, and such party is then covered in
whole or in part by insurance with respect to such loss, cost, damage or
expense, then the party so insured hereby releases and waives any claim of
recovery from the other party from any liability it may have on account of
thereof. Notwithstanding the foregoing, any release or waiver shall not be
operative, in any case where the effect of such release or waiver is to
invalidate insurance coverage or invalidate the right of the insured to recover
thereunder or increase the cost thereof (provided that in the case of increased
costs, the insured shall promptly provide written notice of such increase to the
other party and such other party shall have the right, within ten (10) days
following such written notice, to pay such increased cost, thereby keeping such
release or waiver in full force and effect).
15
ARTICLE XXIII
-------------
BROKERAGE
---------
Landlord shall pay a commission in connection with this Lease only to Xxxx
Xxx/Xxxxx Realty and Xxxxx Xxxxxxx (the "Brokers"). Tenant and Landlord each
represent and warrant the other that, except for the Brokers, it has had no
dealings with any broker or agent in connection with this Lease, and covenants
to pay, hold harmless and indemnify the other from and against any and all cost,
expense or liability for any compensation, commissions or charges claimed by any
broker or other agent (other than the Brokers) with respect to this Lease or the
negotiation thereof, with whom such indemnifying party may have dealt.
ARTICLE XXIV
------------
SUCCESSORS AND ASSIGNS
----------------------
The terms, covenants and conditions hereof shall be binding upon and inure
to the benefit of the parties hereto and their respective successors-in-interest
and assigns.
ARTICLE XXV
-----------
PARKING
-------
Landlord hereby agrees and covenants with Tenant that throughout the Term,
all parking spaces located in the 50 feet parking area to the rear of the
Building as shown on Exhibit B hereto (the "Parking Spaces") will be available
adjacent to the Building on a daily basis for the exclusive use of Tenant, its
agents, employees, customers and invitees, which Parking Spaces, at Tenant's
request, shall be marked at Landlord's sole cost and expense in a manner
reasonably acceptable to Tenant to notify third-parties of such right to
exclusive use. There shall be no additional charge hereunder to Tenant for the
use of the Parking Spaces.
ARTICLE XXVI
------------
ENVIRONMENTAL REPRESENTATIONS
-----------------------------
Landlord represents and warrants to Tenant that, to Landlord's actual
knowledge, no "Hazardous Material" (as hereinafter defined) is, or has ever
been, placed, held, present, generated, treated, located or disposed of on,
under or at the Property (including without limitation in connection with the
construction of the Building) or any part thereof, and the Land has never been
used as a dump site or storage site for any Hazardous Material (whether on a
permanent or temporary basis). For the purposes of this Lease, "Hazardous
Material" means and includes any hazardous, toxic or dangerous waste, substance
or material defined as such in (or for purposes of) the Comprehensive
Environmental Response, Compensation and Liability Act, any so-called
"Superfund" or "Superlien" law, or any other federal, state or local statute,
law, ordinance, code, rule, regulation, order, decree or other requirement of
any governmental authority regulating,
16
relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic or dangerous waste, substance or material, including without
limitation petroleum and asbestos. In addition to any other indemnification
under this Lease, Landlord agrees to indemnify and hold Tenant, its officers,
directors, shareholders, agents and employees, harmless from and against any and
all claims, damages, liabilities, losses, costs and expenses (including without
limitation reasonable attorneys' fees) arising out of the presence or former
presence of any Hazardous Material at, on or under the Property, except such as
arises during the Term. Nothing herein shall obligate Landlord for any
consequential damages, such as moving expenses or increased rent or loss of
business, resulting from the foregoing.
ARTICLE XXVII
-------------
GENERAL
-------
(a) This written Lease, including all exhibits attached hereto and
documents to be delivered pursuant hereto, shall constitute the entire agreement
and understanding of the parties, and there are no other prior or
contemporaneous written or oral agreements, undertakings, promises, warranties,
or covenants not contained herein. Upon execution of this Lease, that certain
Letter of Intent dated March 11, 1994 by and between Xxxxxxx and Tenant shall be
of no further force and effect.
(b) This Lease may be amended only by a written memorandum subsequently
executed by both of the parties hereto.
(c) No waiver of any default of either party hereunder shall be implied
from the payment or acceptance of Rent or any other monies thereafter or from
any omission by the other party to take any action on account of default if such
default persists or is repeated, and no express waiver shall affect any default
other than the default specified in the express waiver and that only for the
time and to the extent therein stated. One or more waivers of any covenant, term
or condition of this Lease by either party shall not be construed as a waiver of
a subsequent breach of the same covenant, term or condition. The consent or
approval by Landlord or Tenant to or of any act by the other party requiring
such party's consent or approval shall not be deemed to waive or render
unnecessary such party's consent or approval to or of any subsequent similar act
by the other party.
(d) Time is of the essence of this Lease. In the computation of any period
of time provided for in this Lease or by law, any date falling on a Saturday,
Sunday or legal holiday shall be deemed to refer to the next day which is not a
Saturday, Sunday, or legal holiday.
(e) In the event that any provision of this Lease shall be unenforceable
in whole or in part, such provision shall be limited to the extent necessary to
render the same valid, or shall be excised from this Lease, as circumstances
require, and this Lease shall be construed as if said provision had been
incorporated herein as so limited, or as if said provision has not been included
herein, as the case may be.
17
(f) Headings of Articles are for convenience of reference only and shall
not be construed as a part of this Lease.
(g) This Lease shall be governed in all respects by the internal laws of
the State of Illinois.
(h) This Lease may be executed in any number of identical counterparts,
any or all of which may contain the signatures of only one of the parties, and
all of which shall be construed together as but a single instrument.
(i) In the event of institution of legal proceedings in connection with
this Lease, the party prevailing therein shall be entitled to recover the costs
and expenses incurred in connection therewith, including, without limitation,
reasonable attorneys fees.
(j) Nothing contained in this Lease shall be deemed or construed by the
parties hereto or by any third party to create the relationship of principal and
agent, or of partners or coventurers, or of any other association between
Landlord and Tenant, it being expressly understood and agreed that neither the
method of computation of rent nor any other provisions contained in this Lease
nor any acts of the parties hereto shall be deemed to create any relationship
between Landlord and Tenant hereunder other than the relationship of landlord
and tenant.
(k) Landlord represents and warrants to Tenant that fee simple title to
the Property is vested in the Trust and that the sole beneficiaries of the Trust
are Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxx X.
Xxxxxxx. Any fee charged by the Trustee allocable solely to the execution of
this Lease (as opposed to annual fees or unpaid fees relating to other documents
executed by the Trustee) shall either be paid by Tenant or be paid by Landlord
and reimbursed by Tenant.
(l) Wherever any provision of this Lease provides for the consent of
Landlord or Tenant, such consent shall not be unreasonably withheld or delayed
unless such provision expressly grants such party the right to grant or withhold
consent in its sole discretion.
(m) Concurrently with the execution hereof, a memorandum of this Lease
shall be executed by Landlord and Tenant in the form attached hereto as Exhibit
"C", setting forth the Term, the Renewal Terms, all rights of first refusal
granted Tenant hereunder, and such other matters as Tenant may request, and such
memorandum shall be recorded, at Tenant's expense, in the office of the recorder
of deeds located in Xxxx County, Illinois (the "Recorder's Office"). Within ten
(10) days after the Commencement Date, Tenant and Landlord shall execute and
record in the Recorder's Office a supplemental memorandum of this Lease setting
forth the Commencement Date and the Expiration Date.
(n) Landlord represents and warrants that it has full right, power and
authority to make this Lease, and, provided that there is no uncured Event of
Default under this Lease, that Tenant or any permitted assignee or subtenant of
Tenant shall and may peaceably and quietly have, hold and enjoy the Leased
Premises during the Term.
18
(o) Each party shall, from time to time at the other party's request,
deliver to the other party within fifteen (15) days after the other party's
request, a statement in writing certifying: (i) that this Lease is unmodified
and in full force and effect (or if there have been modifications that the same
is in full force and effect as modified and identifying the modifications); (ii)
the dates to which the Rent and other charges have been paid; (iii) that to the
knowledge of such party, the other party is not in default under any provision
of this Lease; and (iv) no payments other than as currently due have been made.
(p) This Lease is executed by LaSalle National Trust, N.A., as successor
Trustee to LaSalle National Bank, not personally but solely as Trustee under
Trust No. 45197 as aforesaid, in the exercise of the power and authority
conferred upon and vested in said Trustee as such, and it is expressly
understood and agreed that nothing in said Lease contained shall be construed as
creating any liability on said Trustee personally to pay any indebtedness
accruing thereunder, or to perform any covenants, either expressed or implied in
the said Lease (all such liability, if any, herein being expressly waived by
said Tenant and by every person now or hereafter claiming any right or security
thereunder) and that so far as said Trustee is concerned, the owner of any
indebtedness or right accruing under said Lease shall look solely to the assets
of the Trust, the Building and the Land for the payment or enforcement thereof,
it being understood that said Trustee merely holds legal title to the Land and
has no control over the management thereof or the income therefrom, and has no
knowledge respecting rentals, leases or other factual matters with respect to
said premises, except as represented to it by the beneficiary or beneficiaries
of said trust. Trustee does not warrant, indemnify or defend title and is not
responsible for any environmental damage.
19
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
day and year first above written.
LANDLORD: /s/ Xxxxxx X. Xxxxxxx
____________________________________________
Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
____________________________________________
Xxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
____________________________________________
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
____________________________________________
Xxxxxx X. Xxxxxxx
LASALLE NATIONAL TRUST, N.A., as successor trustee
to LaSalle National Bank, not personally but
solely as Trustee under Trust Agreement dated
December 28, 1972 and known as Trust No. 45197
By: /s/ Xxxxxxxx Xxxxxxx
_________________________________________
Its: Assistant Vice President
_____________________________
TENANT: THE PRIVATEBANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
_________________________________________
Its: Managing Director
20
EXHIBIT A
---------
LEGAL DESCRIPTION OF THE LAND
-----------------------------
Lot 20 and the Northerly 10 foot front and rear of Lot 19 all in Block 9 in
Xxxxxx and others Resubdivision of Blocks 3, 6, 9 and 10 and the South one-half
( 1/2) of Block 8 in Wilmette, Xxxx County, Illinois.
EXHIBIT B
---------
[PROPOSED PARKING PLAN APPEARS HERE]
MEMORANDUM OF LEASE
-------------------
THIS MEMORANDUM OF LEASE is made and entered into as the 2nd day of May,
1994 by and between LASALLE NATIONAL TRUST, N.A., as successor Trustee to
LaSalle National Bank, not personally but solely as Trustee under Trust
Agreement dated December 28, 1972 and known as Trust No. 45197 ("Landlord") and
THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation ("Tenant").
W I T N E S S E T H:
-------------------
WHEREAS, Landlord, together with its beneficiaries, are, concurrently
herewith, executing and delivering a certain Lease, of even date herewith (the
"Lease") relating to certain premises, more particularly described below. The
parties hereto now wish to enter into this Memorandum of Lease for the purpose
of memorializing the Lease and providing public notice thereof.
NOW, THEREFORE, it is hereby agreed, by and between the parties hereto, as
follows:
1. THE LEASE. The parties hereto, together with the beneficiaries of Landlord,
---------
have, pursuant to the Lease, and do hereby, lease and demise to Tenant, and its
successors in interest and assigns, a portion of those certain premises, legally
described on Exhibit A attached hereto (the "Land") consisting of the following:
(a) the entire first floor, containing approximately 4,000 square feet of
rentable floor area, and the entire basement, containing approximately 1,300
square feet of rentable floor area, contained in the two story masonry building
(the "Building") situated on the Land and commonly known as 000 Xxxxx Xxx Xxxx,
Xxxxxxxx, Xxxxxxxx, and (b) the non-exclusive use of the side drive and rear
apron adjacent to the Building.
2. TERM. The term of the Lease shall commence on the "Commencement Date" (as
----
defined in the Lease), which date shall in no event be later than eight (8)
weeks after the date hereof, and shall terminate on the last day of the month
next preceding the fifth (5th) anniversary of the Commencement Date unless the
Lease is sooner terminated in accordance with the provisions thereof or unless
the Term is extended as hereinafter provided; provided, however, if the
Commencement Date is other than the first day of a calendar month, the
Expiration Date shall be the last day of the month in which the fifth (5th)
anniversary of the Commencement Date occurs.
Tenant has the right, at its option, subject to the conditions and
provisions set forth in the Lease, to extend the Term of the Lease for two (2)
renewal terms of five (5) years each.
3. RENT. Tenant is required to pay Basic Rent, Additional Rent and certain
----
increases in Rent, all as provided in the Lease.
4. OTHER TERMS AND PROVISIONS. Other terms and provisions applicable to the
--------------------------
use, occupancy and enjoyment of the Leased Premises are set forth in the Lease.
This Memorandum of Lease is intended only to provide public notice of the
existence of the Lease and certain of its provisions. This Memorandum of Lease
is qualified in all respects by reference to the Lease and is not intended to
amend, modify, limit, restrict or expand any of the terms or provisions of the
Lease, the parties hereto agreeing that in all respects the terms and provisions
of the Lease shall govern. In the event of any conflict between the provisions
of this Memorandum of Lease and the provisions of the Lease, the provisions of
the Lease shall in all respects prevail.
5. TRUSTEE EXCULPATION. This Memorandum of Lease is executed by LaSalle
-------------------
National Trust, N.A. as successor Trustee to LaSalle National Bank, not
personally but solely as Trustee under Trust No. 45197 as aforesaid, in the
exercise of the power and authority conferred upon and vested in said Trustee as
such, and it is expressly understood and agreed that nothing in this Memorandum
of Lease or in the Lease contained shall be construed as creating any liability
on said Trustee personally to pay any indebtedness accruing hereunder or
thereunder, or to perform any covenants, either expressed or implied, in the
said Lease or herein contained (all such liability, if any, herein being
expressly waived by the Tenant and by every person now or hereafter claiming any
right or security thereunder or hereunder) and insofar as said Trustee is
concerned, the owner of any indebtedness or right accruing under the Lease or
hereunder shall look solely to the assets of the trust, the Building and the
Land f or the payment or enforcement thereof, it being understood that the said
Trustee merely holds legal title to the Land and has no control over management
thereof or the income therefrom and has no knowledge respecting rentals, leases
or other f actual matters with respect to said premises, except as represented
to it by the beneficiary or beneficiaries of said trust. Trustee does not
warrant, indemnify or defend title and is not responsible for any environmental
damage.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of
Lease as of the day and year first above written.
LASALLE NATIONAL TRUST, N.A., as successor
trustee to LaSalle National Bank, not
personally but solely as Trustee under Trust
Agreement dated December 28, 1972 and known
as Trust No. 45197
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------------
Its: Assistant Vice President
ATTEST:
By: /s/ Xxxxx X. Xxxxx
---------------------------
Assistant Secretary
THE PRIVATEBANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Its: Managing Director
ATTEST:
By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------
Secretary
STATE OF ILLINOIS )
) ss
COUNTY OF XXXX )
The undersigned, Xxxxxxxx X. Xxx, a Notary Public in and for the County and
State aforesaid, does hereby certify, that on this date there appeared before me
Xxxxxxxx Xxxxxxx and Xxxxx X. Xxxxx, personally known to be me to the Assistant
Vice President and Assistant Secretary of LaSalle National Trust, N.A. and,
having first been duly sworn, did confirm and acknowledge to me that each had
signed and executed the above and foregoing Memorandum of Lease in their
respective capacities as the President and __Secretary, for the uses and
purposes therein set forth, and as their free and voluntary act and the free and
voluntary act of said corporation.
GIVEN under my hand and official seal this 5th day of May, 1994.
/s/ Xxxxxxxx X. Xxx
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Notary Public
My Commission expires:
10-23-95
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STATE OF ILLINOIS )
) ss
COUNTY OF XXXX )
The undersigned, Xxxxxx Xxxxx, a Notary Public in and for the County
and State aforesaid, does hereby certify, that on this date there appeared
before me Xxxxxx X. Xxxxxxxxxx and Xxxxxx X. Xxxxxx, personally known to be me
to the Managing Director and Secretary of The PrivateBank Trust Company and,
having first been duly sworn, did confirm and acknowledge to me that each had
signed and executed the above and foregoing Memorandum of Lease in their
respective capacities as Managing Director and Secretary, for the uses and
purposes therein set forth, and as their free and voluntary act and the free and
voluntary act of said corporation.
GIVEN under my hand and official seal this 2nd day of May, 1994.
/s/ Xxxxxx Xxxxx
---------------------------------------
Notary Public
My Commission expires:
05-04-97
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EXHIBIT A
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LEGAL DESCRIPTION
Lot 20 and the Northerly 10 foot front and rear of Lot 19 all in Block 9 in
Xxxxxx and others Resubdivision of Blocks 3, 6, 9 and 10 and the South one-half
( 1/2) of Block 8 in Wilmette, Xxxx County, Illinois.
[Letterhead]
The PrivateBank and Trust Company
Xxxxxx X. Xxxxxxxxxx
Managing Director and
Chief Operating Officer
(000) 000-0000
March 22, 1999
The Xxxxxxx Family
c/o Xxxxxx X. Xxxxxxx
000 Xxxxx Xxx Xxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
Pursuant to Article XX of the lease agreement dated May 2, 1994, between the
Xxxxxxx family (and LaSalle National Trust #45197) and The PrivateBank and Trust
Company, the Bank hereby exercises its First Renewal Option to extend the term
of the lease for an additional five years. Based on the information contained in
a letter dated August 1, 1994, written to me by Xxxxx Xxxxxxx, the lease
commencement dated was July 1, 1994. Therefore, the current lease term expires
June 30, 1999, and the lease is hereby extended to June 30, 2004.
Per the terms of our agreement, we will send a copy of this letter to your
attorney, Xx. Xxxx X. Xxxxxxxxxx. We will not send anything to LaSalle National
Trust.
We look forward to another five years of an excellent working relationship.
Sincerely,
Xxxxxx X. Xxxxxxxxxx
cc: Xx. Xxxx X. Xxxxxxxxxx
Xx. Xxxxxx X. Xxxxxx
Xx. Xxxx X. Xxxxxx
