L E A S E
LEASE made as of the 29th day of April, 1976 between XXXXXX X. XXXXXXXXXX
and XXXXX XXX XXXXXXXXXX (hereinafter called "Landlord") and FAIRFIELD SAVINGS
AND LOAN ASSOCIATION (hereinafter called "Tenant").
ARTICLE I
THE DEMISE
1.1 Landlord hereby demises and leases to Tenant the real property
located in Xxxx County, Illinois known and described as follows:
That part of the Northwest quarter of the Northeast quarter of Section
14, Township 40 North, Range 12 East of the Third Principal Meridian,
described as follows: Commencing at a point on the North line of said
Northeast quarter, said point being 427.35 feet (as measured along
said North line) East of the Northwest corner of said Northeast
quarter; thence South along a line drawn perpendicularly to said North
line, 50.00 feet to the point of intersection with the South line of
Xxxxxxxx Avenue as condemned per Court Case No. 63512848 and recorded
as Document No. 20426204, said point of intersection being the point
of beginning of the herein described parcel of land; thence continuing
along said perpendicular line, South 96.00 feet; thence East along a
line drawn parallel with the North line of said Northeast quarter, a
distance of 329.009 feet to the Westerly line of Xxxxxxxx Avenue,
being a line 33.00 feet Westerly of and parallel with the center line
thereof; thence North 2 degrees 37 minutes 30 seconds West, along said
Westerly line, 96.10 feet to the aforesaid South line of Xxxxxxxx
Avenue, being a line 50.00 feet South of and parallel with the North
line of said Northeast quarter; thence West, along said South line,
324.608 feet to the hereinabove designated point of beginning, all in
Xxxx County, Illinois.
Together with Landlord's right, title and interest in and to all
easements, rights and appurtenances pertaining or related thereto.
(hereinafter referred to as the "Leased Land").
It is the intention of the parties that the above described parcel
will extend to and be bounded on the west by the easterly line of the driveway
presently existing giving access to Xxxxxxxx
Avenue. In the event a survey would disclose that the above description for any
reason does not extend to such driveway, the Leased Land shall be deemed to
extend to the said driveway.
TO HAVE AND TO HOLD the Leased Land for a term of ten (10) years
commencing on May 6, 1976 and ending on the 5th day of May, 1986.
1.2 Rights as to Buildings. The term "Building" as used in this Lease
shall mean any structure or structures or improvements, including all supports
and foundations, hereafter located on the Leased Land. There shall also be
included as part of the Building all apparatus and equipment necessary for the
complete and comfortable use, occupancy, enjoyment and operation of any building
or buildings at any time on the Leased Land (including, without limiting the
generality of the foregoing, all fittings, appliances, machinery, garage
equipment, heating, lighting, cooling, air conditioning and ventilating
equipment, wiring, plumbing, furnishings, refrigerating, hot water heating and
all other equipment excepting only in each case articles of personal property
and trade fixtures as may be owned by Tenant and installed in the Building or on
the Leased Land. Items such as vaults, counters, electronic teller equipment,
money machines, etc. shall be deemed to be trade fixtures and not a part of the
Building regardless of how the same are installed). The term "Building" shall
mean one or more buildings and the use of the singular shall not imply any
limitation on the number of structures which may be built.
1.3 So long as this Lease remains in force, any Building constructed
by Tenant on the Land shall be owned in fee simple by Tenant, but upon the
termination of this Lease, whether by passage of time or otherwise, Tenant shall
within sixty (60) days after the termination of the term of this Lease either
remove or demolish the Building, and Landlord hereby grants to Tenant, its agent
and other persons designated by Tenant, a license to enter upon the Leased Land
for a period of sixty days after the termination of this Lease for the purpose
of such removal or demolition provided that
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until such time as Tenant shall remove or demolish such Building during such
sixty (60) day period, Tenant shall pay for such license a monthly sum equal to
the monthly rent payable immediately prior to the time such license commenced.
At least one hundred eighty (180) days prior to the termination of the term of
this Lease, Tenant may offer in writing to sell the Building to Landlord at a
price to be determined by Tenant which shall be set forth in the offer. Landlord
shall have thirty (30) days to accept or reject such offer after receipt
thereof. If Landlord accepts the offer, Tenant shall convey the Building to
Landlord by quitclaim deed and Landlord shall, at the time of the conveyance,
pay to Tenant the purchase price for the Building. Notwithstanding whether or
not Landlord purchases the Building, Tenant shall have the right to remove all
items of personal property and trade fixtures installed or owned by Tenant and,
if Landlord purchases the Building, Tenant shall repair any damage caused by
such removal. If Landlord does not purchase the Building and if Tenant fails to
remove or demolish the Building within sixty (60) days after the termination of
the Lease, Landlord may cause the Building to be demolished or removed and
Tenant shall reimburse Landlord for the cost of such demolition or removal.
Tenant shall not remove any site improvement such as curbs and driveway asphalt
and title to such improvements shall vest with Landlord upon the termination of
this Lease.
1.4 If Landlord does not purchase the Building and if Tenant fails to
remove or demolish the Building within 60 days after the termination of the
Lease, Landlord may elect to allow the Building to remain on the Leased Land,
and Tenant shall by duly executed and acknowledged quitclaim deed assign all its
right, title and interest to the Building to Landlord. Upon the execution and
delivery of said quitclaim deed, Landlord shall pay to Tenant the sum of Ten
Dollars in consideration thereof.
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ARTICLE II
CONDITION OF TITLE
2.1 The title of the Leasehold Estate created by this Lease is subject
only to: Current taxes not due or payable, Easements of record.
ARTICLE III
RENT
3.1 Tenant covenants and agrees to pay to Landlord as annual rental
for each of the first five (5) years of the term hereof the sum of $20,000.00
which sum shall be paid in equal monthly installments of $1,666.66 each due on
the first of every month during the term of this Lease beginning May, 1976 and
including May 1, 1981. Commencing at the start of the sixth year and continuing
until the end of the initial ten (10) year term, Tenant covenants and agrees to
pay as rental for each of the last five (5) years, the sum of $22,500.00 in
equal monthly installments of $1,875.00 on the first day of each month during
such period. Tenant has paid to Landlord rent for the period from the date
hereof to May 11, 1976 and, on the first day of May, 1986, will pay a pro rata
rental payment for the period from May 1, 1986 to the last day of the term
unless Tenant has exercised its first option to renew.
3.2 Tenant shall pay all such rent to Landlord in lawful money of the
United States of America at such place in Chicago, Illinois as Landlord shall
from time to time designate by written notice to Tenant and in absence of such
designation then at 0000 Xxxxxxxx Xxxxxx, 000, Xxx Xxxx, Xxxxxxxxxx.
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ARTICLE IV
PAYMENT OF TAXES AND OTHER IMPOSITIONS
4.1 This Lease is and shall be construed as a "net-net" Lease and
Landlord shall receive all rents and all other payments to be made by Tenant
under the terms of this Lease free from any charges, assessments, impositions,
expenses or deductions of any nature whatsoever levied during the term hereof.
Tenant shall pay, as additional rent, all real estate taxes, special assessments
or other ad valorem taxes, water charges, and other governmental charges,
general and special, ordinary and extraordinary, of any kind and nature
whatsoever levied or assessed against or upon the Leased Land or upon the
Building or any other improvements on the Leased Land, or any of them during the
term of this Lease. Real estate taxes for 1975 and 1976 (payable in 1976 and
1977 respectively), and the last year of the term, shall be prorated between
Landlord and Tenant on the basis of the actual tax xxxx for such year when
issued and the period of time prior to the commencement of the term or, in the
case of the end of the term, the period of time after the end of the term.
Tenant shall pay all such taxes or other impositions before the same become
delinquent or before any penalty attaches for non-payment thereof. Landlord
agrees to file for a tax division if necessary, to divide the Leased Land from
other property which may be included in a tax xxxx. Prior to such division, or
in the event for any reason such division is not accomplished, the taxes shall
be equitably adjusted between the Leased Land and such other property based on
the respective fair market values thereof and Landlord agrees to pay all taxes
for such other property before the same become delinquent. If Landlord fails to
pay such taxes on such other land, Tenant may pay them and deduct the amount
paid from rent due to Landlord.
4.2 If, by law, any tax or imposition is payable or may be paid in
installments (whether or not the interest shall accrue on the unpaid balance of
such assessment for local
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improvements and betterments payable by Tenant hereunder), Tenant may pay the
same (and any accrued interest on the unpaid balance of such imposition) in
installments and in such event shall pay each such installment as may become due
during the term of this Lease before the date when such installment would become
delinquent, but shall have no obligation to pay installments due after or before
the commencement or termination of the term of this Lease.
4.3 Tenant may contest the validity or amount of any tax or other
imposition and shall give Landlord written notice such fact. Tenant shall not be
in default hereunder for nonpayment of such tax or imposition as long as Tenant
is contesting the same in good faith and provided that the same is paid prior to
the time any action is taken to declare a forfeiture for nonpayment thereof. Any
such contest may be made in Landlord's name and Landlord agrees to reasonably
cooperate therein, but without expense to Landlord. Tenant shall be entitled to
any refund of any taxes or other impositions which have been paid by or on
behalf of Tenant under this Lease.
4.4 Nothing herein shall be construed to require Tenant to pay any
franchise, capital stock, inheritance, transfer tax or income tax assessed or
levied against Landlord or against the rentals payable under this Lease or
against the partners constituting Landlord.
4.5 Landlord agrees to pay all taxes and other impositions assessed or
levied against the Leased Land for any period prior to the commencement of the
term of this Lease.
ARTICLE V
INSURANCE
5.1 Tenant, at its own expense, shall maintain the following insurance
for the benefit of Landlord and Tenant:
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(a) Comprehensive general public liability and property damage
insurance, including but not limited to elevator and contractual liability
insurance, protecting and indemnifying Landlord and Tenant against any and
all claims (including all costs and expenses of defending against same) for
bodily injury, disease or death or for damage or injury to or destruction
of property (including loss of the use thereof) arising out of the
ownership, maintenance or use of the Leased Land or the Building or any
other improvements thereon, the limits of which insurance shall be not less
than $500,000 in respect of bodily injury, sickness, disease or death of
any one person resulting from any occurrence, $1,000,000 in respect of
bodily injury, sickness, disease or death resulting from any one occurrence
and $300,000 in respect of damage or injury to or destruction of property
from any one occurrence.
(b) Workmen's compensation insurance and employer's liability
insurance (with a minimum limit of $100,000) covering all liability imposed
under the provisions of any workmen's compensation law, employer's
liability act or similar laws of the State of Illinois that may at any time
or from time to time be enacted.
(c) Fire and extended coverage in an amount equal to at least eighty
percent (80%) of the full insurable value of the Building.
5.2 Any of the insurance required by this Article may be included in
blanket policies taken out by Tenant, provided Tenant delivers to Landlord a
certificate from the insurer specifically stating that the blanket policies
include the specific coverage required under this Lease.
5.3 All public liability, workmen's compensation, fire and extended
coverage and employee's liability insurance policies shall be retained by
Tenant. Certificates of such insurance shall be delivered to Landlord. All
policies of insurance required herein shall provide that they shall not
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be amended or cancelled on less than ten (10) days' notice to Landlord and all
insureds and beneficiaries of such policies and shall further provide that any
losses shall be payable notwithstanding any act or negligence of Landlord,
Tenant or other insureds.
5.4 Upon execution and delivery of this Lease and thereafter not less
than thirty (30) days prior to the expiration date of any policy required to be
carried pursuant to this Article, Tenant shall deliver to Landlord certificates
indicating renewal of such policies.
5.5 All policies of insurance shall be written by companies of
recognized responsibility reasonably acceptable to Landlord and authorized to do
business in the State of Illinois.
5.6 To the extent available Landlord and Tenant agree to obtain
waivers of subrogation from the insurers under the above insurance policies.
5.7 Tenant hereby indemnifies and agrees to hold Landlord harmless
from any claims asserted against Landlord on account of any accident or injury
or damage occurring on the Leased Land or in any improvement thereon provided
that such indemnity shall not extend to persons using the driveway on the Leased
Land for access to property other than the Leased Land, unless said accident,
injury or damage is caused by Tenant.
ARTICLE VI
MAINTENANCE OF LEASED LAND AND BUILDING
6.1 Tenant assumes the sole responsibility for the condition,
operation and maintenance of the Leased Land and the Building and all other
improvements. Tenant shall, at its sole expense, promptly comply with the
requirements of every applicable statute, law, ordinance, regulation or order of
any governmental authority having jurisdiction over the Leased Land and the
Building and all other improvements thereon and shall take all actions necessary
to comply with such
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requirements. Tenant shall have the right, however, at its sole expense, to
contest the validity of any statute, law, ordinance, regulation, order or
governmental requirement provided such contest shall be diligently prosecuted,
and Tenant shall not be in default hereunder so long as Tenant is diligently
contesting such governmental requirements. Tenant hereby indemnifies Landlord
against the cost of any such proceeding and any loss, damage or expense
resulting from or incurred in connection with such contest or noncompliance.
6.2 Tenant shall maintain the Leased Land and the Building and all
other improvements thereon in good condition and repair. Tenant shall promptly
make all necessary repairs, renewals and replacements, interior and exterior,
structural and nonstructural, whether made necessary or caused by fire or other
cause, provided that in the event of a fire or other casualty or occurrence or
destruction or damage to any improvements or the Building, the provisions of
Section 9.1 shall apply.
6.3 In the event Tenant elects to rebuild or restore the Building,
Tenant shall promptly commence restoration or rebuilding of the Building and
proceed to complete the same diligently. Tenant shall deliver copies of plans
and specifications to Landlord. Such plans and specifications shall be subject
to approval of Landlord, which approval shall not be unreasonably withheld
provided that Landlord shall not disapprove any plans and specifications which
in substance rebuild or restore the Building and other improvements as they
existed prior to the damage or destruction.
6.4 If Landlord elects to allow the Building to remain pursuant to
Paragraph 1.4, Tenant shall surrender and quitclaim the Building in the same
condition as constructed, ordinary wear and tear and fixture removal excepted.
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ARTICLE VII
DEMOLITION OF EXISTING IMPROVEMENTS
AND CONSTRUCTION OF NEW BUILDING
7.1 Subject to the provisions of this Article VII, Tenant may, at
any time, remove any improvements or Building on the Leased Land and/or erect
and construct thereon a new one-story Building and other one-story improvements
or make alterations or additions to any Building or other improvements. Any
Building constructed by Tenant shall be limited to one story in height and shall
be used as a savings and loan association and related parking facilities,
offices and other uses related to the savings and loan business, including, but
not limited to, parking and drive-in facilities, as deemed necessary or
desirable by Tenant. Any such Building shall be the property of Tenant and
unless Landlord elects pursuant to Paragraph 1.4 title thereto shall not pass to
Landlord until and unless Landlord purchases the Building pursuant to Paragraph
1.3 hereof, and Tenant shall have the sole right to depreciate such Building
under the provisions of the Internal Revenue Code as it may from time to time be
amended or any similar enactment of any governmental authority having
jurisdiction thereof.
7.2 Tenant agrees to commence construction within 12 months of the
date hereof of a one-story Building containing no more than 4,000 square feet
and improvements situated substantially as shown in the plot plan attached
hereto as Exhibit A (the "Initial Building"). Following completion of the
Initial Building, if Tenant wishes to substantially alter, remodel or add to the
Initial Building, Tenant shall submit plans and specifications for such
alterations, remodeling or additions to Landlord for Landlord's approval, which
approval shall not be unreasonably withheld. Landlord acknowledges that its
approval of plans and specifications is limited solely to the location of the
Building on the Leased Land as it relates to surrounding properties and that
Landlord has no right to disapprove any interior changes desired by Tenant.
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7.3 No alteration, demolition or construction of a Building including
the Initial Building, shall be undertaken if the cost thereof shall exceed
$100,000, unless Tenant shall have delivered to Landlord one of the following
three alternative items:
(a) Copies of contracts for demolition or construction and evidence
that the general contractor has obtained a performance bond with a surety
company or companies reasonably acceptable to Landlord in an amount equal
to one hundred percent (100%) of the amount representing the cost of the
work; or
(b) Copies of contracts for demolition or construction which contracts
shall contain "no-lien" provisions pursuant to which the contractor agrees
to waive its right to file a lien; or
(c) Establishment by Tenant of a construction loan escrow at a title
insurance company and delivery to Landlord of evidence that the title
company has committed to guarantee the Tenant's interest in an amount equal
to the sum of all construction payouts free and clear of claims for
mechanic's liens to the date of such payout and within sixty (60) days
after completion of any demolition, construction or alterations, an ALTA
title insurance policy (either Owner's or Lessee's) insuring the Leasehold
Estate of Tenant or Landlord's fee interest free and clean of all
mechanic's liens which policy shall be in the amount of the cost of the
improvements or demolition.
Prior to making any improvements, demolition or construction for which
a permit is required, Tenant shall deliver to Landlord a copy of the
permit.
7.4 Following completion of the Initial Building, Tenant may
thereafter make additions or alterations to any such Buildings as Tenant deems
desirable provided Tenant complies with the provisions of Sections 7.2 and 7.3
above.
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7.5 Tenant may install on the Leased Land and in the Building and,
after installation, replace, remove and modify, any items of personal property
and trade fixtures deemed desirable by Tenant and all such items however
installed shall be deemed personal property owned by Tenant and not part of the
Building.
ARTICLE VIII
LIENS
8.1 Tenant shall neither suffer nor permit any mechanic's liens to be
filed against the title to the Leased Land nor against Tenant's title to the
Leasehold Estate hereby created by reason of work, labor, services or materials
supplied or claimed to have been supplied to Tenant or anyone having a right to
possession of such property or Building or any part thereof as a result of an
agreement with or the assent of Tenant. If any such mechanic's lien shall at any
time be filed, Tenant shall either (i) cause the same to be discharged of record
within ninety (90) days after the date Tenant has actual knowledge of such
filing or (ii) provide Landlord with surety in form or amount reasonably
satisfactory to Landlord or (iii) proceed to contest the same as hereafter
provided. If Tenant shall fail to discharge such mechanic's lien within such
period or take the other steps referred to above, then in addition to any other
right or remedy of Landlord, Landlord may, but shall not be obligated to,
discharge the same either by paying the amount claimed to be due or by procuring
the discharge of such lien by deposit in court or bonding, and in any such event
Landlord shall be entitled, if it so elects, to compel the prosecution of an
action for the foreclosure of such mechanic's lien by the lienor and to pay the
amount of the judgment, if any, in favor of the lienor with interest, costs and
allowances. In such event Tenant shall reimburse Landlord for all sums so
expended within ten (10) days after demand has been made therefor. However,
Tenant shall not be required to pay or
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discharge any such mechanic's lien and Landlord shall not be entitled to pursue
any remedies hereunder, and no default shall be created so long as Tenant shall
in good faith proceed to contest the same by appropriate proceedings; provided,
however, that Tenant shall give notice in writing to Landlord of its intention
to contest the validity of such lien and shall indemnify Landlord against any
loss, cost or expense in connection with such contest.
8.2 Tenant hereby indemnifies and agrees to hold Landlord harmless
from and against all loss, cost or expense arising from any mechanic's lien
claims which may be filed against the Leased Land or any Building or improvement
thereon arising from acts of Tenant.
ARTICLE IX
DAMAGE TO IMPROVEMENTS
9.1 In the event of damage by fire or otherwise to any Building on the
Leased Land, Tenant may repair and restore the same or, if Tenant so elects,
demolish all or any portion of the Building instead of repairing and restoring
the Building. All insurance money recovered by the Tenant may be used for
repairing, restoration or demolition and any insurance proceeds not used for
such purpose shall be paid to Tenant.
9.2 No damage or destruction to the Building or any other improvements
on the Leased Land shall reduce or xxxxx the rental due and payable under this
Lease by Tenant or cause a termination of this Lease or Tenant's obligations
hereunder.
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ARTICLE X
PUBLIC UTILITY CHARGES
10.1 Payment of Public Utility Charges. Tenant shall pay or cause to
be paid all charges for gas, electricity, light, heat or power, telephone or
other communication service used, rendered or supplied upon or in connection
with the Leased Land and any building thereon and also any charges or expenses
in connection with any alterations, additions, installations or changes required
or desired in connection with the supplying or using of such utilities or
services or substitutes therefor throughout the term of this Lease, and to
indemnify Landlord and save it harmless against any liability or damages on such
account.
ARTICLE XI
QUIET ENJOYMENT
11.1 If and so long as the Tenant shall pay the net rent reserved by
this Lease, and shall perform and observe all the covenants, agreements and
conditions herein contained on the part of the Tenant to be performed and
observed, the Tenant shall quietly enjoy the Leased Land without hindrance or
molestation by the Landlord, or any person or persons claiming under Landlord,
subject, however, to the covenants, agreements and conditions of this Lease and
Landlord represents that it has good right to make this Lease for the full term
hereby granted, subject only to the matters in Paragraph 2.1.
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ARTICLE XII
CONDEMNATION
12.1 In the event that all or any part of the Leased Land or any
Buildings thereon or any interest therein shall be taken or damaged by the
exercise of the power of eminent domain (including any temporary taking for
governmental occupancy which extends beyond the term of this Lease), then
(whether or not this Lease shall terminate by operation of law upon such
exercise of the power of eminent domain):
(a) The amount of damages resulting to Landlord and Tenant,
respectively, and to the respective interests of Landlord and Tenant in and
to the Leased Land and in, to and in connection with this Lease or any
Building on the Leased Land, by reason of such exercise of the power of
eminent domain, shall be separately determined and computed by the court
having jurisdiction and separate awards and judgments with respect to such
damages to Landlord and Tenant respectively, and to each of such respective
interest shall be made and entered.
(b) In the event that such court or jury shall make a single award
without separately determining the respective interests of Landlord and
Tenant, and if Landlord and Tenant shall not agree in writing as to their
respective portions of such award within twenty (20) days after the date of
the final determination by such court or jury of the amount thereof,
Landlord and Tenant agree to submit the matter to such court on stipulation
for the purpose of a judgement determinative of their respective shares.
(c) If for any reason the trial judge refuses to permit adjudication
of the respective interests of Landlord and Tenant, then such respective
interests shall be determined in a
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separate action instituted by Landlord or Tenant to determine the amount to
which each is entitled.
(d) Notwithstanding any other provision of this Article, it is agreed
between Landlord and Tenant that Tenant shall be entitled to all portions
of the award allocable to the Building and other improvements and all
portions of the award allocated to the Leased Land shall be divided between
Landlord and Tenant as their interests may appear. If, for any reason,
Landlord receives or is awarded the entire award for such Building or other
improvements or a share not based on a prior agreement between Landlord and
Tenant as to their respective amounts or not based on a judicial
determination of the respective shares based on the provisions of this
Lease, Landlord shall immediately upon receipt of such award deposit the
same in an escrow with a financial institution as escrowee under an escrow
agreement containing provisions consistent with the relevant provisions of
this Lease, and upon adjudication of the property shares of Landlord and
Tenant pursuant to this lease, the escrowee shall pay to Tenant the amount
to which it is entitled.
12.2 In the event that all the Leased Land, or such portion thereof as
shall make the balance of the Leased Land not, in Tenant's opinion, which
opinion shall be exercised in good faith by Tenant based on reasonably prudent
business judgment under the circumstances then existing, reasonably capable of
restoration to an economically sound unit (taking into consideration the rent
payable under this Lease), shall be taken by the exercise of the power of
eminent domain or by agreement between Landlord, Tenant and those authorized to
exercise such power, or if this Lease is terminated by operation of law as a
result of the exercise of such power of eminent domain, all rent, and additional
rent and other sums or sums of money and other charges provided to be paid by
Tenant shall be apportioned and paid to the date of such taking and this Lease
shall terminate as of
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such date. If the foregoing sentence is not applicable to any taking pursuant to
the exercise of the power of eminent domain:
(a) Rent (but not any other charges provided to be paid by Tenant,
which shall continue without change) shall be apportioned and paid to the
date of such taking.
(b) After the date of taking, this Lease shall continue in full force
and effect without any modification, except that the monthly rental payable
by Tenant shall be equitably reduced in the proportion that the portion of
the area of Leased Land taken bears to the total area of the Leased Land
prior to the taking.
12.3 In the event that all or any part of the Leased Land or any
Building thereon shall be taken by the exercise of the right of eminent domain
for governmental occupancy for a temporary period:
(a) This Lease shall not terminate and Tenant shall continue to
perform and observe all of its obligations hereunder as though such
temporary taking had not occurred except only to the extent that it may be
prevented from so doing by the terms of the order of the authority which
made the taking.
(b) In the event such taking for governmental occupancy is for a
period entirely within the term of this Lease, then any award made shall be
paid to Tenant.
(c) If the period of governmental occupancy extends beyond the
termination of the term of this Lease, then any award shall be apportioned
between Landlord and Tenant as of the date of such termination.
12.4 The provisions of this Article XII shall survive the termination
of this Lease and shall constitute a separate contract between Landlord and
Tenant in regard to their respective rights in and to the proceeds of any
condemnation award.
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ARTICLE XIII
EVENTS OF DEFAULT
13.1 The following events are hereby defined as "Events of Default":
13.2 The failure of Tenant to pay any installment of rent, additional
rent, or any other payments as herein provided or required, when due and the
continuance of such failure for a period of ten (10) days after notice thereof
in writing.
13.3 The failure of Tenant to perform any of the other covenants,
conditions and agreements of this Lease on the part of Tenant to be performed,
and the continuance of such failure for a period of twenty (20) days after
notice in writing thereof (which notice shall specify the respects in which
Landlord contends that Tenant has failed to perform any of such covenants,
conditions and agreements) from Landlord to Tenant unless, with respect to any
default which cannot be cured within twenty (20) days, Tenant, or any person
holding by, through or under Tenant in good faith, promptly after receipt of
such written notice, shall have commenced and thereafter shall continue
diligently to prosecute all action necessary to cure such default.
13.4 (a) The filing of an application by Tenant for a consent to the
appointment of a receiver, trustee or liquidator of itself or of all of its
assets, (b) the filing by Tenant of a voluntary petition in bankruptcy or the
filing of a pleading in any court of record admitting in writing its inability
to pay its debts as they come due, (c) the making by Tenant of a general
assignment for the benefit of creditors, (d) the filing by Tenant of an answer
admitting the material allegations of, or its consenting to, or defaulting in
answering, a petition filed against it in any bankruptcy or receivership
proceeding.
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13.5 The entry of an order, judgment or decree by any court of
competent jurisdiction, adjudicating Tenant a bankrupt, or appointing a
receiver, trustee or liquidator of it or of all its assets, and such order,
judgment or decree continuing unstayed and in effect for any period of ninety
(90) consecutive days.
ARTICLE XIV
LANDLORD'S REMEDIES
14.1 Landlord may treat, at its option, any one or more of the Events
of Default as a breach of this Lease and thereupon by serving written notice to
Tenant Landlord shall have, in addition to all other remedies provided by law,
one or more of the following remedies:
14.2 Landlord may terminate Tenant's right of possession and may
repossess the Leased Land by forcible entry and detainer suit or otherwise,
without demand or notice of any kind to Tenant (except for such notice expressly
provided for in this Lease) and without terminating this Lease, in which event
Landlord may, but shall be under no obligation to do so, relet all or any part
of such Leased Land for such rent and upon such terms as shall be satisfactory
to Landlord. If the Leased Land is not relet, or if the Leased Land is relet and
a sufficient sum shall not be realized from such reletting after paying all of
the costs and expenses of such reletting and the collection of the rent accruing
therefrom, to satisfy the rent above provided to be paid, then Tenant shall pay
to Landlord as damages a sum equal to the then value as discounted of the rent
reserved in this Lease for such period or periods, or, if the Leased Land has
been relet, Tenant shall satisfy and pay any such deficiency upon demand
therefor from time to time; and Landlord may file suit to recover any sums
falling due under the terms of this Paragraph 14.2 from time to time. Any suit
or recovery of any
19
portion less than the entire amount due Landlord hereunder shall be no defense
to any subsequent action brought for any amount not theretofore reduced to
judgment in favor of Landlord.
14.3 In the event of any breach or threatened breach by Tenant of any
of the terms, covenants, agreements, provisions or conditions contained in this
Lease, Landlord shall be entitled to enjoin such breach or threatened breach and
shall have the right to invoke any right and remedy allowed at law or in equity
or by statute or otherwise as though re-entry, summary proceedings, and other
remedies were not provided for in this Lease.
14.4 Upon the termination of this Lease due to an Event of Default
which is not remedied or upon the termination of Tenant's right of possession
due to a default, Tenant will at once surrender possession of the Leased Land to
Landlord and remove all effects therefrom and may remove all Buildings in
accordance with Paragraph 1.2 hereof; and if such possession is not immediately
surrendered, Landlord may forthwith re-enter the Leased Land and repossess
itself thereof as of its former estate and remove all persons and their effects,
using such force as may be necessary without being deemed guilty of any manner
of trespass or forcible entry or detainer.
14.5 Tenant covenants and agrees that if it shall fail to pay any
taxes or other governmental impositions, or fail to obtain and maintain in
effect the insurance herein required or fails to make any other payment or
fulfill any other covenant herein contained Landlord may, but shall not be
obligated to, make such payment or fulfill such covenant and upon demand Tenant
shall reimburse Landlord for all sums so expended together with interest at the
rate of eight percent (8%) per annum.
14.6 Notwithstanding the grace periods during defaults set forth in
Article XIII, interest shall accrue on any late payment from the date due at the
rate of eight percent (8%) per annum until paid.
20
14.7 If Tenant holds over after the exemption of the term of this
Lease, Tenant shall be deemed to be tenant from month to month and the rental
payable by Tenant during the period of holding over shall be $2,759.00 per
month.
ARTICLE XV
NO WAIVER
15.1 The receipt of rent by Landlord, with knowledge of any breach of
this Lease by Tenant or of any default on the part of Tenant in the observance
or performance of any of the conditions, agreements or covenants of this Lease,
shall not be deemed to be a waiver of any provision of this Lease. No failure on
the part of Landlord to enforce any covenant or provision herein contained, nor
any waiver of any right thereunder by Landlord, unless in writing, shall
discharge or invalidate such covenant or provision or affect the right of
Landlord to enforce the same in the event of any subsequent breach or default.
No covenant or condition of this Lease shall be deemed to have been waived by
Landlord unless such waiver be in writing, signed by Landlord or Landlord's
agent duly authorized in writing. Consent of Landlord to any act or matter must
be in writing and shall apply only with respect to the particular act or matter
to which such consent is given and shall not relieve Tenant from the
obligations, wherever required under this Lease, to obtain the consent of
Landlord to any other act or matter. The receipt by Landlord of any rent or any
other sum of money or any other consideration hereunder paid by Tenant after the
termination, in any manner, of the term demised, shall not reinstate, continue
or extend the term herein demised, unless so agreed to in writing and signed by
Landlord.
21
ARTICLE XVI
ESTOPPEL CERTIFICATES
16.1 The Landlord, within thirty (30) days after written request of
the Tenant, will furnish a written statement, duly acknowledged, of the
following items: (a) the amount of the rent due, if any; (b) whether or not the
insurance required by Article V above has been supplied in compliance therewith;
(c) whether or not this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same are in full force and effect as
modified and stating the modifications); and (d) whether or not Tenant is in
default.
16.2 The Tenant, within thirty (30) days after written request of
Landlord, will furnish a written statement, duly acknowledged, as to (a) whether
this Lease is unmodified and in full force and effect; (b) whether this Lease
has been modified or amended in any respect and submitting copies of such
modifications, if any; and (c) whether there are any defaults thereunder to the
knowledge of the Tenant and specifying the nature of such defaults, if any.
16.3 It is intended that any statement delivered pursuant to this
Article may be relied upon by any prospective purchaser of Landlord's interest
in the Leased Land, by any assignee of Tenant's leasehold estate or Tenant's
interest in any Building or by a sublease of all or any part of the Leased Land
or Building or by any supervisory agency having jurisdiction over the affairs of
Tenant, but such statement shall have no effect, as an estoppel or otherwise,
with respect to any other party. Upon the failure of the Landlord or the Tenant,
as the case may be, to furnish such statement within the said thirty (30) day
period, it shall be conclusively presumed that said Lease is in full force and
effect and that there are no defaults thereunder. Upon the failure of the
Landlord or the Tenant, as the case may be, to furnish such statements within
the said thirty (30) day period, the party requesting
22
such statement shall have the right to prepare such statement and to execute it
as the other party's attorney-in-fact.
ARTICLE XVII
ASSIGNMENT OR SUBLETTING
17.1 Tenant may not assign or sublet its interest in this Lease or all
or any portion of the Leased Land or Building or other improvements without
Landlord's prior written consent, which consent shall not be unreasonably
withheld provided that Tenant may assign the Lease to any corporation owned by
Tenant or to any corporation which acquires substantially all the assets of
Tenant and Tenant may sublet portions of the Building to entities which may
conduct business related to savings and loan business such as safe deposit
business and insurance business.
17.2 Tenant shall have no right to encumber Landlord's fee estate in
the Leased Land.
ARTICLE XVIII
OPINION TO REVIEW
18.1 Tenant is hereby granted an option to renew the term of this
Lease for two additional periods of five (5) years each commencing upon the
termination of the initial ten (10) year term. Tenant may exercise each option
by written notice mailed to Landlord at any time prior to one hundred eighty
(180) days before the termination of the initial ten (10) year term in the case
of the first such option, or the end of the prior five (5) year option period in
the case of subsequent option periods, provided that if Tenant fails to serve
such notice prior to one hundred eighty (180) days before the end of such term,
Landlord shall notify Tenant that Tenant has not elected to renew the
23
terms and Tenant shall have an additional five business days after receipt of
such notice to elect to renew the term of the Lease. If tenant elects to renew
the term of the Lease for the first five (5) year renewal period, the annual
rental for such renewal term shall be $25,000.00 payable in monthly installments
of $2,083.34 on the first day of each month of the first renewal term with
appropriate adjustments for any monthly payment for partial months at the
commencement and end of the renewal term. If Tenant elects to renew the term of
the Lease for the second five (5) year renewal period, the annual rental for
such renewal term shall be $27,500.00 payable in monthly installments of
$2,291.67 on the first day of each month. Except as otherwise provided in this
Paragraph 18.1, all of the terms and provisions of this Lease shall apply to
each renewal term.
ARTICLE XIX
DRIVEWAYS AND EASEMENTS
19.1 Adjoining the Lease Land to the south and west are driveways
which provide access to the Leased Land as well as the existing National Tea
store located southwest of the Leased Land. Landlord hereby granted to Tenant,
its successors, assigns, employees, guests, agents and invitees, an easements of
ingress and egress for vehicular and foot traffic for the benefit of the Leased
Land over and across each of said existing driveways each being approximately 25
feet in width. Landlord agrees to maintain said driveways and to keep the same
free from ice and snow and open for ingress and egress. Landlord and Tenant
agree to cooperate in planning vehicular flow so as to accommodate traffic, but
Landlord agrees not to change traffic plans without Tenant's consent, which
consent shall not be reasonably withheld.
Tenant acknowledges that Landlord has agreed with National Tea Company
to place a driveway across the Leased Land from Xxxxxxxx Avenue to the driveway
adjoining the Leased
24
Land on the south which driveway shall be approximately 25 feet, more or less,
west of the easterly line of the Leased Land. Tenant consents to the
construction and use of such driveway by customers and invitees of the National
Tea store which use shall be in common with Tenant and its successors, assigns,
employees, agents, guests and invitees. Landlord shall bear eighty percent (80%)
of the initial cost of installing and paving such driveway and Tenant shall pay
twenty percent (20%) of the cost. Thereafter, Tenant agrees to maintain the
portion of such driveway as is located on the Leased Land and agrees to pay all
real estate taxes on such portion of the driveway as are assessed during the
term of this lease. The traffic flow on such driveway shall be subject to
Tenant's approval, which approval shall not be unreasonably withheld.
Tenant's acknowledges that the use of the two driveways adjoining the
Leased Land and the driveway crossing the Leased Land may be expanded to include
use for the now vacant area south of the Leased Land provided that the said
driveways are at all times open to permit unobstructed ingress and egress to the
Leased Land.
Landlord may relocate, at its option, the driveway to the south of the
Leased Land not more than sixty feet to the south of its present location,
provided the easement of Tenant pursuant to Paragraph 19.1 shall be extended to
include the driveway as relocated and Tenant shall be granted an easement of
ingress and egress of approximately 25 feet in width from the Leased Land to the
relocated driveway.
ARTICLE XX
SIGNS
20.1 Tenant shall have the right to install such sign or signs on the
Leased Land and Building as Tenant may desire, subject only to applicable
building and zoning regulations of the
25
Village of Norridge and the approval of the Landlord which approval shall not be
unreasonably withheld. Landlord shall have the right to install a sign on a ten
foot by ten foot area acceptable to Landlord and Tenant on the northeast corner
of the Leased Land pertaining to uses located on property owned by Landlord
south of the Leased Land, subject to the reasonable approval of Tenant as to
size and content of said sign with respect to those normally used in Chicago,
Illinois for commercial development.
ARTICLE XXI
NOTICES
21.1 In every case where under any of the provisions of this Lease or
in the opinion of either Landlord or Tenant, or otherwise, it shall or may
become necessary or desirable to make or give any declaration or notice of any
kind, it shall be sufficient if a copy of any such declaration or notice is sent
by registered or certified mail, postage prepaid, properly addressed to Landlord
or Tenant at such address as the one party or parties may have theretofore
furnished to the other party in writing for the purpose of receiving notices; of
if no such address shall have been theretofore furnished to such party for such
purpose, then properly addressed to the party as follows:
If intended for Tenant:
Fairfield Savings and Loan Associates
0000 Xxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: President
If intended for Landlord:
c/o Xxxxxx X. Xxxxxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
26
21.2 Whenever a notice is required by this Lease to be given by either
party hereto to the other party, the notice shall be considered as having been
given on the day on which the notice was placed in the mail as provided by this
Article XXI.
ARTICLE XXII
MISCELLANEOUS
22.1 This Lease contains the entire agreement between the parties and
shall not be modified in any manner except by an instrument in writing executed
by the parties or their respective successors or assigns in interest.
22.2 Any word contained in the text of this Lease shall be read as the
singular or the plural and as the masculine, feminine or neuter gender as may be
applicable in the particular context.
22.3 The captions of this Lease are for convenience and reference only
and in no way define, limit or describe the scope or intent of this Lease, nor
in any way affect this Lease.
22.4 All the provisions of this Lease shall be deemed and construed to
be "conditions" as well as "covenants", as though the words specifically
expressing or importing covenants and conditions were used in each separate
provision hereof and that all the covenants herein shall be deemed to be
covenants running with the land and binding on or inuring successors and assigns
of Landlord and Tenant.
22.5 Time is of the essence as to the covenants in this Lease.
22.6 This Lease shall be construed and enforced in accordance with the
laws of the State of Illinois.
27
22.7 In the event of any litigation between Landlord and Tenant
arising on account of the Lease, the prevailing party shall be entitled to
recover its reasonable attorneys fees from the other party.
ARTICLE XXIII
LANDLORD'S COVENANT
23.1 In consideration for the agreement herein contained and in
particular the agreement by Tenant to permit a driveway across the Leased Land
to serve other premises and to permit a sign to advertise other business,
Landlord covenants and agrees that as long as this Lease is in effect it will
not permit any tenant of any other portion of the shopping center property owned
or controlled by Landlord as shown on Exhibit B attached hereto to establish a
bank or savings and loan association or any facility, such as a drive-in window
or machine for accepting deposits, owned or controlled by a bank or savings and
loan association and Landlord agrees not to sell any portion of such property to
a financial institution for such use. Nothing herein, however, shall apply to
installation of such facilities within the existing National Tea store shown on
Exhibit B.
ARTICLE XXIV
MEMORANDUM OF LEASE
24.1 The parties shall prepare, execute and cause to be recorded a
short form Memorandum of Lease in the form attached hereto as Exhibit C.
28
ARTICLE XXV
In the event any provision of this Lease is held to be unenforceable,
such provision shall be separable from the remaining provisions and the
remaining provisions shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed this 29th day of April, 1976.
FAIRFIELD SAVINGS AND LOAN
SSOCIATION
By ______________________________ __________________________________
XXXXXX X. XXXXXXXXXX
ATTEST:
__________________________________
GRACE XXX XXXXXXXXXX
_____________________________
29
ARTICLE XXV
In the event any provision of this lease is held to be unenforceable, such
provision shall be separable from the remaining provisions and the remaining
provisions shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed this _____ day of ___________, 1976.
FAIRFIELD SAVINGS AND LOAN LAWRENCE-CUMBERLAND
ASSOCIATION SHOPPING CENTER,
a California Partnership
By /s/Xxxxxx X. Xxxxxx, Xx. By /s/Xxxxxx Xxxxxxxxxx
----------------------------- ----------------------------------
Xxxxxx X. Xxxxxxxxxx
ATTEST:
By /s/Xxxxx X. Xxxxxxxxxx
----------------------------------
Grace Xxx Xxxxxxxxxx
/s/Xxxx Xxxxxxxx
-----------------------------
30
AMENDMENT TO LEASE
Agreement made this 29th day of April, 1976 by and between Xxxxxx X.
Xxxxxxxxxx and Xxxxx Xxx Xxxxxxxxxx ("Landlord") and Fairfield Savings and Loan
Association ("Tenant")
Whereas, Landlord and Tenant have entered into a lease dated as of April
29, 1976 for certain premises located on the southease corner of Xxxxxxxx and
Xxxxxxxx in Chicago, Illinois (the "Lease") and
Whereas, the parties desire to amend Article XVII of the Lease.
Now, Therefore, Article XVII of the Lease is hereby amended by adding
thereto the following:
Tenant may also sublet to another financial institution. If Tenant
requests permission to sublease for some use other than a financial
institution, which request shall only be made if Tenant is unable to use
the leased premises for its own use, Landlord shall not unreasonably
withhold its consent provided (i) the proposed use is not inconsistent with
other uses now within the area depicted on Exhibit B to the lease and (ii)
Landlord may request a reasonable charge or fee or reasonably adjust the
rental for consenting to the sublease it being intended that Tenant may
sublease for such other uses if Landlord's ability to develop its shopping
center is not adversely affected thereby or Landlord is compensated for any
such adverse effect.
IN WITNESS WHEREOF, Landlord and Tenant have signed this amendment as of
April 29, 1976.
FAIRFIELD SAVINGS AND LOAN
ASSOCIATION
By /s/Xxxxxx X. Xxxxxx, Xx. By /s/Xxxxxx Xxxxxxxxxx
----------------------------- ----------------------------------
Xxxxxx X. Xxxxxxxxxx
ATTEST:
/s/Xxxx Xxxxxxxx By /s/Xxxxx X. Xxxxxxxxxx
----------------------------- ----------------------------------
Grace Xxx Xxxxxxxxxx
31
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (the "Agreement") is made and entered into this
29th day of December 1995, by and between the Estate of Xxxxxx X. Xxxxxxxxxx and
Grace Xxx Xxxxxxxxxx, doing business as Xxxxxxxx & Cumberland Shopping Center
("Landlord"), and Fairfield Savings Bank, F.S.B., successor in interest to
Fairfield Savings and Loan Association ("Tenant").
WITNESSETH:
WHEREAS, Landlord's predecessor in interest and Tenant's predecessor in interest
have previously entered into a lease agreement dated April 29, 1976 (the
"Lease"), for the use and occupancy of certain land by Tenant (the "Leased
Land") as more particularly described in the Lease, located at 0000 Xxxx
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx; and
WHEREAS, Landlord and Tenant do hereby intend to amend and modify the Lease as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Extended Term. The Term of the Lease shall be extended for a term of ten
(10) years (the "Extended Term") commencing upon May 1, 1996 (the "Extended
Term Commencement Date") and continuing through April 30, 2006.
2. Rental. The annual rental for the Leased Land is hereby increased to
Forty-Three Thousand and No/100 Dollars ($43,000.00), payable in advance in
equal monthly installments of $3,583.33, for a term commencing May 1, 1996
and terminating April 30, 2001 and an annual rental of Fifth Thousand and
No/100 Dollars ($50,000.00) payable in advance in equal monthly
installments of $4,166.67 commencing on May 1, 2001 and terminating April
30, 2006. Additionally, the annual rental for years six (6) through ten
(10) of the Extended Term shall be adjusted, commencing on May 1, 2001, by
the "CPI" index as provided hereinafter.
The May 1, 2001 adjustment shall be based on the percentage difference
between the Price Index (as defined hereinafter) for the month of March,
2001 and the Price Index for the Base Year, which for the purposes of this
Agreement is defined as October, 1995. The annual rental shall be adjusted
as set forth hereinabove by adding to the annual rental the sum resulting
from multiplying the annual rental payable for years six (6) through ten
(10) by the percentage described in this paragraph. The "Price Index" shall
be the Consumer Price Index ("CPI") now known as the "U.S. Department of
Labor, Bureau of Labor Statistics Consumer Price Index, Average for Labor
Wage Earners and Clerical Workers, all items (1982-84 = 100)".
32
The resulting new annual rental, which in each instance shall in no event
be less than Fifty Thousand Dollars ($50,000.00), shall be payable in equal
monthly installments as set forth hereinabove.
In the event the CPI is discontinued, comparable statistics on the
purchasing power of the consumer dollar, as published at the time of said
discontinuance, by a responsible financial periodical of recognized
authority, shall be used for making such computation.
3. Option to Renew. So long as the Lease is in full force and effect and
Tenant either at the time of exercising the Option to Renew described in
this Paragraph or at the time of the commencement of the following
described Option Period is not in default under the Lease either at the
time of the exercise of the Option to Renew described in this Paragraph or
at the time of the commencement of each of the following described Option
Periods:
Tenant is hereby granted an option to renew the Lease (the "Option to
Renew") for two (2) successive renewal terms (the "Option Periods"), each
commencing upon the day next following the expiration of the then current
Lease Term. The Option Periods shall each be for a term of five (5) years.
The terms of the Lease during the Option Period shall be the same as during
the current Lease period except as provided below. The Option to Renew must
be exercised no less than one hundred eighty (180) days prior to the
expiration of the Lease by written notice to Landlord sent by registered or
certified mail, return receipt requested. In the event Tenant fails to
notify Landlord, in the manner herein specified, this Option to Renew shall
be of no further force and effect.
The annual rental for the Option Periods shall be Fifth Thousand and No/100
Dollars ($50,000.00) adjusted by the CPI, in accordance with the terms of
Section 2 of this Agreement. The annual rental shall be adjusted on May 1,
2006 and May 1, 2011, and such adjustments shall be based on the percentage
difference between the Price Index for the months of March, 2006 and March,
2011, respectively, and the Price Index for the Base Year. In no event
shall the annual rental during any Option period decrease below Fifty
Thousand and No/100 Dollars ($50,000.00).
4. Notice. As of the date hereof, the notice address for Landlord, as
referenced in Sections 3.2 and 21.1 of the Lease, shall be changed to:
Xxxxxxxx & Cumberland Shopping Center
c/o Xxxxx Xxxxxx
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
with a copy to:
Xxxxxxx X. Xxxxxxx
Xxxxxxxx & Xxxxxxx
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
33
5. Default Rate. As of the date hereof, the reference to "eight percent (8%)"
in Sections 14.5 and 14.6 of the Lease shall be deleted, and "the prime
rate of interest as announced from time to time by First National Bank of
Chicago, Chicago, Illinois, plus two percent (2%)" shall be substituted in
lieu thereof.
6. Holdover Rent. As of the date hereof, the reference in Section 14.7 of the
Lease to $2,750.00 per month" shall be deleted, and "one hundred fifty
percent (150%) of the monthly rental payable for the immediately preceding
month of the terms of the Lease" shall be substituted in lieu thereof.
7. Conflict of Terms. Except as expressly amended herein, all terms and
conditions in the Lease shall remain unchanged and in full force and
effect, and all capitalized terms not otherwise defined herein shall have
the meaning set forth in the Lease. In the event of any conflict between
the terms and conditions of the Lease and the terms and conditions of this
Agreement, the terms and conditions of this Agreement shall control.
LANDLORD: TENANT:
FAIRFIELD SAVINGS BANK, F.S.B.
By: /s/Xxxxxx X.X. Xxxxxxxxxx By: /s/Xxxxxx X. Xxxxxx
------------------------------ ----------------------------------
Xxxxxx X.X. Xxxxxxxxxx, Its: President
Administrator of the Estate of ----------------------------------
Xxxxxx X. Xxxxxxxxxx
Witness: /s/Xxxx Xxxxxx Witness: /s/F. Xxxxxxx Xxxxxx
--------------------------- ------------------------------
Date: Date: 5/23/96
------------------------------ --------------------------------
By: /s/Grace Xxx Xxxxxxxxxx
-------------------------------
Grace Xxx Xxxxxxxxxx
Witness: /s/(illegible signature) Witness: /s/Xxxxxxx X. Xxxxx
--------------------------- ------------------------------
Date: Date: 5/23/96
------------------------------ --------------------------------
34
