FRANKLIN PARK FACILITY LEASE
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.,
a Delaware corporation
licensed to do business in Illinois
Lessor
and
GENDEX CORPORATION,
a Delaware corporation
Lessee
for
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
INDEX
I. DESCRIPTION OF PREMISES .................................1
II. TERM ....................................................1
III. RENT ....................................................1
IV. UTILITY CHARGES .........................................2
V. TAXES AND ASSESSMENTS ...................................2
VI. INSURANCE ...............................................3
VII. IMPROVEMENTS TO BE ERECTED ..............................5
VIII. CONDITIONS AND USE OF PREMISES; INDEMNITY ...............6
IX. MAINTENANCE AND SURRENDER OF PREMISES ...................10
X. MECHANICS LIENS .........................................11
XI. ABANDONMENT .............................................11
XII. PENALTY ON DEFAULT - CANCELLATION .......................11
XIII. REMEDIES OF LESSOR ......................................12
XIV. INSPECTION OF PREMISES BY LESSOR ........................14
XV. RESTORATION OR REPAIR ...................................15
XVI. CONDEMNATION ............................................15
XVII. MONTH-TO-MONTH TENANCY ..................................16
XVIII. ASSIGNMENT OR SUBLEASING ................................16
XIX. SUBORDINATION ...........................................17
XX. OPTIONS TO RENEW - EXTENDED TERMS .......................17
XXI. LESSEE'S FINANCIAL STATEMENTS ...........................18
i
XXII. NOTICES .................................................18
XXIII. SUCCESSORS AND ASSIGNS ..................................18
XXIV. GENERAL .................................................19
ii
Exhibit "A" - PREMISES
Exhibit "B" - FIXED RENT
Exhibit "C" - IMPROVEMENTS TO BE ERECTED
Exhibit "D" - FIXED RENT DURING EXTENDED TERMS
Exhibit "E" - NEW ON-SITE PARKING LOT
iii
LEASE
This Lease made and entered into this 4th day of January, 1993, by and
between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC., a Delaware corporation and licensed to do
business in the State of Illinois (herein called "Lessor"), and GENDEX
CORPORATION, a Delaware corporation (herein called "Lessee").
W I T N E S S E T H:
Lessor, for and in consideration of the rents, covenants and agreements
herein reserved, mentioned and contained on the part of the Lessee to be paid,
kept and performed, does hereby demise and lease to Lessee upon and subject to
the conditions herein expressed, the following described premises (herein called
"Premises") in Cook County, Illinois, to wit:
I. DESCRIPTION OF PREMISES
As set forth on Exhibit "All attached hereto and made a part hereof by
reference thereto and initialed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇,
and commonly known as ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ (said
Premises and the improvements thereon, together with rights and privileges
thereunto belonging, are herein collectively called "Demised Premises").
II. TERM
TO HAVE AND TO HOLD the Demised Premises unto Lessee for and during the
full term of five (5) years, to wit, from the 1st day of February, 1993, to and
including the 31st day of January, 1998.
III. RENT
A. And Lessee in consideration thereof covenants and agrees to take and
accept said demise and lease on the terms herein recited and to pay fixed rent
for the Demised Premises as set forth on Exhibit "B" attached hereto and made a
part hereof by reference thereto and initialed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇.
1
B. Said payments of fixed rent, as aforesaid, shall be absolutely net
to Lessor (except as may be specifically hereinafter provided) so that this
Lease shall yield, net to the Lessor, the specified fixed rent during the term
of this Lease and said payments of fixed rent, as aforesaid, shall be made by
Lessee, without deduction, discount or abatement (except as may be specifically
hereinafter provided) in lawful money of the United States, at such place in the
City of Des Plaines, Illinois, or otherwise, as Lessor may, from time to time,
designate in writing; and in default of such designation, then at the office of
Lessor at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Each
and every installment of rent accruing under the covenants of this Lease which
shall not be paid when due, shall bear interest at the rate per annum of two per
cent (2%) over the prime commercial rate of the ▇▇▇▇▇▇ Trust and Savings Bank,
Chicago, Illinois, from the date when the same is payable under the terms of
this Lease until the same shall be paid; and all other sum or sums becoming due
or payable to Lessor under the term of this Lease, including all reasonable
moneys expended by Lessor pursuant hereto or on account of any default by Lessee
in the performance or observance of any of the covenants and agreements
contained in this Lease, shall likewise bear interest from the respective dates
when the same shall be advanced or paid by Lessor, or otherwise due to Lessor,
at the rate per annum of two per cent (2%) over the prime commercial rate of the
▇▇▇▇▇▇ Trust and Savings Bank, Chicago, Illinois, on the respective dates when
said sum or sums shall become due and payable until the same shall be repaid by
Lessee to Lessor. All sum or sums so advanced or paid by Lessor shall become so
much additional and further rent due from Lessee to Lessor hereunder.
C. All sum or sums due hereunder from Lessee to Lessor, except for
fixed rent, are hereby declared to be so much additional and further rent due
and payable by ▇▇▇▇▇▇ to Lessor with the installment of fixed rent next falling
due hereunder and may be collected in the same manner as the fixed rent due
hereunder. If such sum or sums are due from Lessee after the expiration of this
Lease, same shall be payable by Lessee ten (10) days after the date Lessor
notifies Lessee of such sum or sums.
IV. UTILITY CHARGES
Lessee shall pay or cause to be paid all charges for any facilities or
services of any kind, such as, but not limited to, water, gas, steam,
electricity, light, heat, power, telephone, rented or supplied to Lessee in
connection with the Demised Premises and shall contract for same in its own
name.
V. TAXES AND ASSESSMENTS
▇. ▇▇▇▇▇▇ agrees that in addition to the rent herein provided, ▇▇▇▇▇▇
shall pay all general real estate taxes and special assessments levied,
assessed, confirmed or imposed upon the Demised Premises during the term of this
Lease. Lessee shall have the right, but not the obligation, to attempt to reduce
the assessed valuation of the Demised Premises or contest the general real
2
estate taxes or special assessments at its own cost and may engage its own
attorneys in connection therewith. If ▇▇▇▇▇▇ does not elect to attempt to reduce
said assessed valuation or contest said general real estate taxes or special
assessments, Lessor may do so at Lessee's cost, provided that such costs
(including any attorneys' fees and expenses) are based on a reasonable
percentage of any tax savings resulting from such reduction or contest.
▇. ▇▇▇▇▇▇ agrees that any general real estate taxes or special
assessments levied, assessed, confirmed or imposed upon the Demised Premises
during the term of this Lease but payable in whole or in installments prior to
or after the term of this Lease shall be adjusted and prorated so that Lessor
shall pay its pro rata share for the period prior to the term of this Lease
during the first year of the term of this Lease and subsequent to the term of
this Lease during the last year of the term of this Lease.
▇. ▇▇▇▇▇▇ agrees that in addition to the rent herein provided, ▇▇▇▇▇▇
shall pay all special assessments, charges for permits or license fees of any
governmental authority, general, special, ordinary, extraordinary of any nature
and kind whatsoever levied, assessed, confirmed or imposed upon or payable for
or in respect of the Demised Premises during the term of this Lease. Lessee
shall pay to Lessor an amount equal to the amount so levied, assessed, confirmed
or imposed upon or payable for or in respect of the Demised Premises during the
term of this Lease; provided further that if any of the aforementioned is
levied, assessed, confirmed or imposed upon the Demised Premises but payable in
whole or in installments prior to or after the term of this Lease, the same
shall be adjusted and prorated so that Lessor shall pay its pro rata share for
the period prior to the term of this Lease during the first year of the term of
this Lease and subsequent to the term of this Lease during the last year of the
term of this Lease.
D. If Lessee shall fail to pay or deposit any sum or sums as required
pursuant to the terms of this Section V, Lessor may pay or deposit same at any
time thereafter, and the amount of any and all such payments or deposits so made
by Lessor, plus interest at the rate specified in Section III hereof shall be
and is hereby declared to be so much additional and further rent due from Lessee
to Lessor hereunder.
E. Taxes and assessments shall include all taxes levied against the
Demised Premises or against Lessor or Lessee on account of same by Federal,
State or local governments, and shall include all taxes equitably determined by
Lessor to be levied in lieu of or in substitution therefor, but shall not
include federal, state or local income taxes based upon Lessor's income or net
worth.
VI. INSURANCE
A. At all times during the term of this Lease, Lessee, at ▇▇▇▇▇▇'s sole
cost and expense, shall maintain the following types of insurance:
3
(1) All risk property insurance initially in an amount of
$1,760,000.00 covering the full replacement costs of the improvements on the
Premises and the building service equipment. Lessor shall have the right
from time to time to reasonably determine and specify the amount to be used
as full replacement cost. Any policy providing such coverage shall contain
the so called special coverage all risk endorsement and the full replacement
cost endorsement.
(2) Comprehensive general liability insurance against claims for
injury or death occurring upon, in or about the Demised Premises such
insurance to afford protection in a combined single limit of not less than
$2,000,000.00 for each occurrence and in the aggregate and such insurance
shall be written on an occurrence basis. The limits of such insurance shall
not limit the liability of Lessee hereunder. Lessee agrees that Lessor shall
have the right to require Lessee to increase the general liability insurance
coverage required in such reasonable amounts as Lessor may, from time to
time, require during the term of this Lease.
(3) Steam boiler insurance with a limit of not less than
$100,000.00. Any policy providing such insurance shall include all steam
pressure equipment and piping.
(4) Business income (rent) insurance covering the rent value of
the improvements on the Demised Premises in the amount of not less than 100%
of the annual rent and any other amounts provided to be paid by Lessee to
Lessor pursuant to the terms of this Lease.
B. All policies of insurance required to be maintained by Lessee
pursuant to this Lease shall:
(1) be effected by valid and enforceable policies issued by
insurers, satisfactory to Lessor, who are authorized to do business in the
State of Illinois and shall be in such form and content as is satisfactory
to Lessor;
(2) provide that same shall not be cancelled or amended in any
respect without at least thirty (30) days prior written notice to each
assured named therein;
(3) be delivered in the form of an original certificate of
insurance with all the proper endorsements to Lessor on or before fifteen
(15) days prior to the occupancy by ▇▇▇▇▇▇ of the Demised Premises, and
renewals said policies shall be delivered in the form of an original
certificate of insurance with all the proper endorsements to Lessor at least
fifteen (15) days prior to the expiration date of each policy, together with
evidence satisfactory to Lessor of the payment of all premiums thereon;
4
(4) name ▇▇▇▇▇▇ and ▇▇▇▇▇▇ as the insured, as the respective
interests may appear (and if requested by ▇▇▇▇▇▇, shall bear appropriate
endorsements to protect Lessor's agents and employees and the legal title
holder of the Demised Premises);
(5) if the Lessor so requires, be payable to the holder of any
mortgage(s) or trust deed(s), as the interest of such holder may appear,
pursuant to a standard mortgage clause;
(6) to the extent obtainable, provide that any loss shall be
payable to Lessor or to the holder of any mortgage(s) or trust deed(s)
notwithstanding any act of negligence of Lessee which might otherwise result
in forfeiture of such insurance.
C. Whenever (1) 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 Demised Premises, and (2) 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 the
other party from any liability it may have on account of such loss, cost, damage
or expense to the extent of any amount recovered by reason of such insurance and
waives any right of subrogation which might otherwise exist in or accrue to any
person on account thereof, provided that such release of liability and waiver of
the right of subrogation shall not be operative in any case where the effect
thereof is to invalidate such insurance coverage or increase the cost thereof
(provided that in the case of the increased cost, the other party shall have the
right within thirty (30) days following written notice, to pay such increased
cost, thereupon keeping such release and waiver in full force and effect).
D. If Lessee shall refuse or fail to maintain in force the insurance
required of Lessee to be maintained by Lessee hereunder and to keep such
policies in Lessor's possession, Lessor may at its election procure and from
time to time renew such insurance, and the amounts expended therefor with
interest thereon from the respective dates of expenditures therefor at the rate
specified in Section III hereof shall be so much additional and further rent due
from Lessee to Lessor hereunder.
VII. IMPROVEMENTS TO BE ERECTED
Lessor agrees to construct and complete at its sole cost and expense
the improvements upon the Demised Premises as described on Exhibit "C" attached
hereto and by reference made a part hereof and initialed by Lessor and Lessee on
or before February 1, 1993, and the improvements upon the Demised Premises as
described on Exhibit "E" attached hereto and by reference made a part hereof and
initialed by Lessor and Lessee in the Spring of 1993, all in a good and
workmanlike fashion, to the reasonable satisfaction of ▇▇▇▇▇▇ and in accordance
with all governmental regulations, ordinances and laws.
5
VIII. CONDITIONS AND USE OF PREMISES; INDEMNITY
A. Entry into possession of the Demised Premises by Lessee shall
constitute an acknowledgment by Lessee that the same have been received by
Lessee in good condition, and that Lessee will during the term of this Lease
carefully keep and maintain the Demised Premises and any appurtenances such as
sidewalks and alleys adjoining the same in a safe, clean and wholesome condition
in accordance with all governmental regulations, ordinances and laws now or
hereafter affecting the Demised Premises, and will at all times at its own
expense comply with all such regulations, ordinances and laws applicable to the
same, and that Lessee will remove, at Lessee's sole cost and expense, any
rubbish of any character whatsoever which may accumulate thereon, and that
Lessee will not at any time during the term of this Lease use, or allow the use
of, the Demised Premises, or any portion thereof, or any building or buildings
and other improvements on the Premises or any portion thereof for the
manufacture or sale of spirituous, malt or other intoxicating liquor or for any
business or use which shall increase the fire hazard to the Demised Premises or
adjoining property, or for any business or activity which constitutes a nuisance
or for any business or purpose calculated to injure the reputation of the
Demised Premises or of the adjoining and neighboring property or to interfere
with the reasonable use of such neighboring property, or for any purpose or use
in violation of the laws of the United States or the State of Illinois or of any
law or local ordinance or for any other than manufacturing, storage or
industrial purposes. ▇▇▇▇▇▇ acknowledges and agrees that its possession of the
Demised Premises is subject to all applicable governmental regulations,
ordinances and laws now or hereafter regulating the use of the Demised Premises
and that Lessor has made no representation or warranty as to the present or
future suitability of the Demised Premises for the conduct of ▇▇▇▇▇▇'s business.
Lessor represents and warrants that it has full right and power to execute and
perform this Lease and to grant the estate demised herein. Lessor covenants that
Lessee shall peaceably and quietly have, hold and enjoy the Demised Premises and
all rights, appurtenances and privileges pertaining thereto during the full term
of this Lease. No changes, alterations, improvements or additions in the
building or buildings or improvements on the Premises shall be made or permitted
by Lessee without in each case the previous written consent of Lessor.
B. (1) Lessee represents, warrants and covenants to Lessor that during
the term of this Lease, Lessee will not use Hazardous Materials (as defined
hereinafter) on, from or affecting the Demised Premises in any manner which
violates federal, state or local laws, ordinances, rules, regulations or
policies covering the use, storage, treatment, transportation, manufacture,
refinement, handling, production or disposal of Hazardous Materials. Without
limiting the foregoing Lessee shall not cause or permit the Demised Premises to
be used to generate, manufacture, refine or process Hazardous Materials, except
in compliance with all applicable federal, state and local laws or regulations,
nor shall Lessee cause or permit, as a result of any intentional or
unintentional act or omission on the part of Lessee, a release of Hazardous
Materials onto the Demised Premises, the Building or adjoining property.
6
(2) Lessee hereby represents, warrants and covenants to Lessor that
Lessee shall promptly notify Lessor as soon as ▇▇▇▇▇▇ knows or suspects that
Hazardous Materials have been released on the Demised Premises.
(3) Upon termination of ▇▇▇▇▇▇'s right of possession hereunder,
whether this Lease be terminated or not, ▇▇▇▇▇▇ shall deliver the Demised
Premises to Lessor free of any and all Hazardous Materials, except for those
existing prior to the commencement of this Lease.
(4) For purposes of this Section VIII B, "Hazardous Materials"
includes, without limit, any flammable explosives, radioactive materials,
hazardous materials, hazardous wastes, hazardous or toxic substances, or related
materials defined in the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the
Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et
seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C.
Sections 6901, et seq.), and in the regulations adopted and publications
promulgated pursuant thereto, or any other federal, state or local environmental
law, ordinance, rule or regulation.
▇. ▇▇▇▇▇▇ further covenants and agrees that it will protect, indemnify
and forever save and keep harmless Lessor and the Demised Premises of, from and
against any and all penalties, fines, damages, loss, costs, charges and expenses
whatsoever, including reasonable attorneys' fees, such as may arise out of, but
not limited to, the following:
(1) Any breach or default by ▇▇▇▇▇▇ in the performance or
observance of any of the covenants of this Lease;
(2) The institution or prosecution against Lessor, and without its
fault as determined by a court of competent jurisdiction, of any litigation
commenced by or against Lessee, pertaining to or affecting the Demised
Premises;
(3) The enforcement by Lessor against Lessee of the covenants and
agreements of this Lease, whether by the institution or prosecution of
litigation or otherwise;
(4) The violation or breach of any law, rule, requirement, order,
direction, ordinance or regulation which may be applicable to the Demised
Premises, whether occasioned by the act or neglect of Lessee or of any
person holding or claiming by, through or under Lessee, or of any occupant
of the Demised Premises during the term of this Lease;
(5) Any accident, injury, loss or damage resulting to person or
property, during the term of this Lease, and due, directly or indirectly, to
the possession, use, occupancy, operation, alteration, repair or maintenance
7
of the Demised Premises, or the switchtrack or tracks thereon, if any, or by
reason of any act or thing upon the Demised Premises.
(6) Any violation of any applicable statute, regulation, ordinance
or law for the protection of the environment which occurs upon the Demised
Premises, or by reason of the imposition of any governmental lien for the
recovery of environmental cleanup costs expended by reason of such
violation.
D. (1) Lessor hereby represents, warrants and covenants to Lessee that:
(i) Lessor has not been notified of any potential liability with respect to any
clean up of the Demised Premises and has no information that the Demised
Premises has been or is under investigation by any local, state or federal
governmental body, authority or agency, and (ii) no underground tanks are
located on the Demised Premises, excepting from each of the foregoing such of
the foregoing as set forth in the Environmental Site Assessment Summary for
Building ▇▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, dated
December, 1992, prepared for ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Oelerich Inc. and Lincoln
National-Investment Management Company by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇,
P.E., of ▇▇▇▇ & ▇▇▇▇, Inc., Environmental Consultants, LaGrange, Illinois
(herein called "Environmental Site Assessment").
(2) Notwithstanding any provision in this Lease to the contrary,
Lessor shall be solely responsible for compliance with all federal, state and
local laws, ordinances, rules, regulations or policies relating to the Hazardous
Materials at, on, under or affecting the Demised Premises, including asbestos
removal and abatement, except to the extent any violation of such laws,
ordinances, rules, regulations or policies was caused by Lessee. To the extent
any violation of such laws, ordinances, rules, regulations or policies was
caused by Lessee, compliance shall be Lessee's sole responsibility. The
obligations of this paragraph D(2) shall survive the expiration or earlier
termination of this Lease.
(3) Lessor hereby represents that prior to the commencement of this
Lease (i) no Hazardous Materials have been used on, from or affecting the
Demised Premises in any manner which violates federal, state or local laws,
ordinances, rules, regulations or policies covering the use, storage, treatment,
transportation, manufacture, refinement, handling, production or disposal of
Hazardous Materials; and (ii) no Hazardous Materials have been released on the
Demised Premises, excepting from each of the foregoing such of the foregoing as
set forth in the Environmental Site Assessment.
(4) Lessor further covenants and agrees that it will protect,
indemnify and forever save and keep harmless ▇▇▇▇▇▇ and the Demised Premises of,
from and against any and all penalties, fines, damages, loss, cost, charges and
expenses whatsoever, including reasonable attorneys' fees, such as may arise out
of the following:
8
a. Any breach or default by Lessor in the performance or
observances of any of the covenants of this Lease;
b. The institution or prosecution against ▇▇▇▇▇▇, and without
its fault as determined by a court of competent jurisdiction, of any
litigation commenced by or against Lessor, pertaining to or affecting
the Demised Premises;
c. The enforcement by ▇▇▇▇▇▇ against Lessor of the covenants and
agreements of this Lease, whether by the institution or prosecution of
litigation or otherwise;
d. The violation or breach of any law, rule, requirement, order,
direction, ordinance or regulation which may be applicable to the
Demised Premises, whether occasioned by the act or neglect of Lessor or
its agents or employees;
e. Any accident, injury, loss or damage resulting to person or
property, during the term of this Lease, and due directly or indirectly
to the alteration, repair or maintenance of the Demised Premises, or by
reason of any act or thing upon the Demised Premises, to the extent
that the foregoing result from the negligence or wrongful act or acts
of Lessor or its agents or employees;
f. Any violation which occurs upon the Demised Premises
occasioned by the act or neglect of Lessor or its agents or employees
of any applicable statute, regulation, ordinance or law for the
protection of the environment or by reason of the imposition of any
governmental lien for the recovery of environmental cleanup costs
expended by reason of such violation.
E. Except for the causes described in paragraph D herein above, in the
event that Lessor is required to pay any sum or sums on account of or by virtue
of any of the foregoing causes, the sum or sums so paid therefor, together with
interest thereon at the rate specified in Section III hereof, shall become
additional and further rent due from Lessee to Lessor hereunder.
F. Lessee shall have the right to contest by appropriate legal
proceedings, without cost or expense to Lessor, any mechanic's lien claim or the
validity of any law, rule, requirement, order, direction, ordinance or
regulation of the nature referred to in Section VIII C (4) hereof, and if by the
terms of any such law, rule, requirement, order, direction, ordinance or
regulation, compliance therewith may legally be held in abeyance without the
occurrence of any lien, charge or liability of any kind against the Demised
Premises or any interest of Lessor therein and without subjecting Lessor to any
liability, civil or criminal, of whatsoever nature for failure so to comply
therewith, Lessee may postpone compliance therewith until the final
9
determination of any proceedings, provided that all such proceedings shall be
prosecuted with all due diligence and dispatch. If any lien, charge or civil
liability, but not criminal liability, is incurred by reason of noncompliance,
▇▇▇▇▇▇ may nevertheless make the contest aforesaid and delay compliance as
aforesaid, provided that Lessee prosecutes the contest aforesaid with due
diligence and dispatch.
G. The word "Lessor" when used in this Section VIII shall mean Lessor
herein, ▇▇▇▇▇▇'s agents and the fee title holder to the Premises (and if the
same is a land trust, any and all beneficiaries of said land trust and their
agents).
IX. MAINTENANCE AND SURRENDER OF PREMISES
A. Subject to the provisions of Section IX C hereof, Lessee, at its
expense, will carefully keep and maintain the Demised Premises and any
appurtenances such as sidewalks and alleys adjoining the same (including all
driveways and parking areas) in good condition and repair at all times during
the term of this Lease and Lessee will make all necessary repairs, replacements
and renewals thereto, interior and exterior, extraordinary and ordinary,
unforeseen and foreseen, however the necessity or desirability for such repairs
may occur and whether or not necessitated by wear, tear, obsolescence or
defects, latent or otherwise. Lessee will afford Lessor all reasonable
opportunity to inspect the Demised Premises for the purpose of determining
whether the Demised Premises are being properly maintained in such condition and
repair. Lessee agrees that it will not (1) overload the floors; (2) subject the
roof structure to any loads in excess of the load limits of the structural
design criteria; and (3) permit water, snow, ice or any other substance to
accumulate on the roof in excess of the load limits of the structural design
criteria.
▇. ▇▇▇▇▇▇ agrees that at the termination of this Lease, either by lapse
of time or otherwise, ▇▇▇▇▇▇ will surrender up possession of the Demised
Premises in as good condition and repair as the same shall be in upon ▇▇▇▇▇▇'s
taking possession thereof, ordinary wear and tear excepted.
▇. ▇▇▇▇▇▇ agrees, at its expense, to (1) keep and maintain the
structural parts of the building, including the roof and exterior walls, but
excluding all windows, window glass and doors, in good condition and repair at
all times during the term of this Lease and any extensions thereof and will make
all necessary repairs, replacements and renewals thereto; (2) replace the boiler
in the building, when and if necessary; and (3) remove the existing mezzanine
when requested in writing by ▇▇▇▇▇▇, unless such maintenance, repairs,
replacement or renewals shall be required as a result of the negligent or
wrongful act or acts of Lessee, its employees, agents, invitees or licensees, or
as a result of ▇▇▇▇▇▇'s default under the terms and provisions of this Lease, in
which case Lessee shall be responsible for such maintenance, repairs,
replacements or renewals.
10
X. MECHANICS LIENS
Lessee will not permit any mechanic's or other lien or encumbrance to
be filed against or placed upon the Demised Premises or any building or
buildings or other improvements on the Premises during the term of this Lease,
and in case of any such lien attaching will promptly pay off the same. If
default in the payment thereof shall continue for thirty (30) days after written
notice thereof from Lessor to Lessee, Lessor shall have the right at its option
and without inquiring as to the validity or the correctness of the amount or
amounts thereof, of paying the same or any portion thereof, and any amount or
amounts so paid, including attorneys' fees and expenses, together with interest
at the rate specified in Section III hereof on the amount or amounts of such
expenditures from the respective dates thereof, shall become so much additional
and further rent due from Lessee to Lessor hereunder. Notwithstanding the
foregoing, ▇▇▇▇▇▇ shall have the right to contest a mechanic's lien claim. In
the event of such a contest, ▇▇▇▇▇▇ shall not be deemed in default hereunder
during the pendency of such contest, and Lessor shall not be entitled to pay the
lien in accordance with the requirements of this Section X. Provided, however,
if ▇▇▇▇▇▇ shall contest the validity of any such mechanic's lien claim, Lessee
shall, at its sole expense, defend itself and Lessor against the same and shall
pay and satisfy any adverse judgment that may be rendered thereon before the
enforcement thereof against the Lessor or the Demised Premises; and if Lessor
shall require, Lessee shall furnish to Lessor a surety bond satisfactory to
Lessor in an amount equal to such contested mechanic's lien claim indemnifying
Lessor against liability for the same and holding the Demised Premises free from
the effect of such mechanic's lien claim. If Lessee shall fail to defend Lessor
as hereinabove provided, Lessor may require Lessee to pay Lessor's reasonable
attorneys' fees and costs in such action if Lessor shall determine it to be
necessary to so participate to protect ▇▇▇▇▇▇'s interest.
XI. ABANDONMENT
If the Demised Premises shall be abandoned or vacated by ▇▇▇▇▇▇ at any
time during the term hereof and Lessee has ceased to pay rent when due, Lessor
may without notice to Lessee take possession thereof for the remainder of said
term, and in its discretion relet the same and apply the net proceeds (after
payment of advertising, other expenses and broker's commissions) on the rent
hereunder, and ▇▇▇▇▇▇ shall remain liable for the unpaid balance of the rent
herein provided. Any expenses incurred by Lessor by reason of the abandonment or
vacating of the Demised Premises by ▇▇▇▇▇▇ including, but not limited to,
retention of watch service and increased insurance premium, shall be additional
and further rent due from Lessee to Lessor hereunder.
XII. PENALTY ON DEFAULT - CANCELLATION
▇. ▇▇▇▇▇▇ further covenants and agrees that: (1) if default be made by
▇▇▇▇▇▇ in the payment of any rent or other sums herein provided to be paid by
▇▇▇▇▇▇ (whether to Lessor or to any other person or persons) upon the date that
11
any such payment becomes due and payable and such default shall continue after
five (5) days' notice thereof in writing by Lessor to Lessee; or (2) if Lessee
shall make default in any of the covenants of this Lease to be kept and
performed by Lessee; or (3) if at any time after the date of this Lease, whether
prior to or during the term of this Lease, any proceedings in bankruptcy,
insolvency or reorganization shall be instituted by or against Lessee pursuant
to any Federal or State law now or hereafter enacted, or any receiver or trustee
shall be appointed of all or any portion of Lessee's business or property, or
any execution or attachment shall issue against Lessee or any of Lessee's
business or property or any of Lessee's interest in the Demised Premises
acquired by or through this Lease, or if Lessee shall be adjudged a bankrupt or
insolvent, or Lessee shall make an assignment for the benefit of creditors, or
if Lessee shall file a voluntary petition in bankruptcy or shall petition for or
enter into an arrangement or reorganization, composition or any other
arrangement with ▇▇▇▇▇▇'s creditors under any Federal or State law now or
hereafter enacted; or (4) if Lessee shall abandon or vacate the Demised Premises
during the term of this Lease and Lessee has ceased to pay rent when due; and
any such default enumerated at (2), (3) and (4) shall continue after thirty (30)
days' notice thereof in writing by Lessor to Lessee, then in that event ▇▇▇▇▇▇'s
right to possession of the Demised Premises shall thereupon terminate without
any further notice or demand whatsoever; and mere retention of possession
thereafter by Lessee shall constitute a forcible detainer of the Demised
Premises; and if Lessor so elects (but not otherwise) without further notice of
such election or any other notice or demand whatsoever, this Lease shall
thereupon terminate.
B. The word "Lessee" when used in Section XII A (3) hereof shall
include Lessee herein and its successors and assigns and any guarantor of this
Lease or ▇▇▇▇▇▇'s obligations hereunder.
C. If Lessor shall default in any of the covenants of this Lease to be
kept and performed by ▇▇▇▇▇▇ and any such default shall continue after thirty
(30) days' notice thereof in writing by Lessee to Lessor, then in that event
Lessee may terminate this Lease and upon termination Lessee shall have no
further obligation to pay rent hereunder. Notwithstanding the foregoing, if such
default is of such nature that it cannot be completely cured within thirty (30)
days after notice thereof in writing by Lessee to Lessor, then in that event the
time permitted to Lessor to cure such default shall be extended for as long as
shall be necessary to cure such default, provided Lessor commences promptly and
proceeds diligently to cure such default.
XIII. REMEDIES OF LESSOR
A. Upon termination of ▇▇▇▇▇▇'s right of possession hereunder, whether
this Lease be terminated or not, ▇▇▇▇▇▇ agrees to surrender possession of the
Demised Premises immediately without the receipt of any demand for rent, notice
to quit or demand for possession of the Demised Premises whatsoever, and hereby
grants to Lessor full, free and complete license to enter into and upon the
Demised Premises, or any part thereof, to take possession thereof, with or
12
without process of law, and to expel and remove Lessee or any other person who
may be occupying the Demised Premises, or any part thereof, and Lessor may use
such force in and about expelling and removing ▇▇▇▇▇▇ and said other persons as
may reasonably be necessary, and Lessor may further repossess itself of the
Demised Premises as of its former estate, but said entry and repossession of the
Demised Premises shall not constitute a trespass or forcible entry or detainer,
nor shall it cause a forfeiture or cancellation of rents or other sum or sums
due or to become due during the full stated term of this Lease irrespective of
earlier termination, nor a waiver of any covenant, agreement or promise herein
contained to be performed by ▇▇▇▇▇▇; and ▇▇▇▇▇▇ agrees to pay to Lessor, as
liquidated damages, double rent for all the time that Lessee shall retain
possession of the Demised Premises, or any part thereof, after termination of
▇▇▇▇▇▇'s right of possession.
B. Acceptance of rent or other sum or sums due hereunder, whether in a
single instance or repeatedly after the same fall due, or after knowledge of any
breach hereof by ▇▇▇▇▇▇, or the giving or making of any notice or demand,
whether according to any statutory provision or not, or any act or series of
acts, except an express written waiver, shall not be construed as a waiver of
Lessor's right to act without notice or demand, or of any other right hereby
given Lessor, nor as an election not to proceed under the provisions of this
Lease. The obligation of Lessee to pay the rent (or other sums) reserved hereby
during the balance of the stated term of this Lease irrespective of earlier
termination, or during any extension hereof, shall not be deemed to be waived,
released or terminated by the service of any notice to collect, demand for
possession or notice that the tenancy hereby created will be terminated on a
date therein named, or the institution of any action of forcible detainer or
ejectment, or similar action, or any judgment for possession which may be
rendered in such action. Lessor may collect and receive any rent or other sum or
sums due from Lessee, and payment or receipt thereof shall not waive or affect
any such notice, demand, suit or judgment, or in any manner waive, affect,
change, modify or alter any rights or remedies which Lessor may have by virtue
hereof.
C. If Lessee's right to possession of the Demised Premises shall be
terminated in any way on account of default of Lessee, the Demised Premises, or
any part or parts thereof, may, but need not be, relet by Lessor for the account
and benefit of Lessee, for such rent and upon such terms and to such person,
including a corporation or corporations controlled by Lessor, and for such
period or periods as may seem fit to the Lessor, and if a sufficient sum shall
not be received from such reletting to satisfy the rent hereby reserved, after
paying the expenses of reletting and collection, and all expenses of placing the
Demised Premises in condition for such reletting, ▇▇▇▇▇▇ agrees to pay and
satisfy all deficiency; but the acceptance of a tenant or tenants by Lessor in
place of Lessee shall not operate as a cancellation hereof nor release Lessee
from the performance of any covenant, promise or agreement herein contained, and
performance by any substituted tenant by the payment of rent or otherwise, shall
constitute only satisfaction pro tanto of the obligation of Lessee arising
hereunder.
13
D. It is further covenanted and agreed that ▇▇▇▇▇▇ may pursue any of
the remedies in this Lease provided, or any which may be allowed at law, in
equity or by statute, either separately or concurrently, and that any and all of
Lessor's rights and remedies are cumulative and not alternative, and shall not
be exhausted by the exercise thereof on one or more occasions. No delay or
omission to exercise any remedy or right accruing on any default shall impair
any such remedy or right, or be construed as a waiver of any such default, or
acquiescence therein, nor shall it affect any subsequent default of the same or
a different nature, but every such remedy or right may be exercised from time to
time, and as often as may be deemed expedient by Lessor. In case Lessor shall
have proceeded to enforce any right under this Lease by entry, suit or
otherwise, and such proceeding shall have been discontinued or abandoned because
of a waiver, settlement or for any other reason, or shall have been determined
adversely to Lessor, then and every such case, Lessor shall be restored to its
former position and rights hereunder in respect to the Demised Premises, and all
rights, remedies and powers of Lessor shall continue as though no such
proceeding had been taken.
Neither the rights herein nor by law given to receive, collect, sue for
or distrain for any rent or rents, moneys or payments or to enforce any of the
terms, provisions or conditions of this Lease, nor to prevent the breach or
nonobservance thereof, nor the exercise of any such right or remedy hereunder or
otherwise granted or arising, shall in any way affect or impair or limit the
right or power of Lessor to declare the term hereby granted ended, or to
terminate this Lease because of any default or breach, as herein provided.
XIV. INSPECTION OF PREMISES BY ▇▇▇▇▇▇
▇▇▇▇▇▇ agrees to permit Lessor, and the authorized representatives of
▇▇▇▇▇▇, to enter the Demised Premises at all reasonable times during usual
business hours, but without interfering with ▇▇▇▇▇▇'s conduct of its business,
for the purpose of (a) inspecting same, and (b) maintaining such necessary
repairs to the Demised Premises and performing any work therein that may be
necessary by reason of ▇▇▇▇▇▇'s default under the terms of this Lease. Nothing
herein shall imply any duty upon the part of Lessor to do any such work which,
under the provision of this Lease, Lessee may be required to perform, and the
performance thereof by Lessor shall not constitute a waiver of ▇▇▇▇▇▇'s default
in failing to perform the same. Provided Lessee has first been given adequate
notice and opportunity to perform such work, Lessee shall pay for such work
performed by Lessor pursuant to the terms of this paragraph and the cost thereof
if paid by ▇▇▇▇▇▇ shall be deemed additional and further rent due from Lessee to
Lessor hereunder. Lessor may, during the progress of any work on the Demises
Premises, keep and store upon the parking area of the Premises, all necessary
materials, tools and equipment.
Agents and authorized representatives of Lessor are hereby given the
right, provided they coordinate same with ▇▇▇▇▇▇ and do not interfere with
▇▇▇▇▇▇'s conduct of its business, during usual business hours, to enter the
14
Demised Premises and exhibit the same for the purpose of sale or mortgage and,
during the last year of the term of this Lease, to exhibit the same to any
prospective Lessee, and during any such year period to install and maintain For
Rent or For Sale signs on the exterior of the building or buildings on the
Premises.
XV. RESTORATION OR REPAIR
If the building on the Premises shall be damaged or destroyed due to
any cause for which insurance is to be provided as specified in Section VI
hereof while this Lease is in force, Lessor shall give Lessee written notice
within forty-five (45) days of the fire or other casualty of its election to
terminate this Lease or to repair or restore the Demised Premises. If Lessor
elects to repair or restore the Demised Premises, ▇▇▇▇▇▇'s written notice to
Lessee shall advise Lessee if said repair or restoration can be completed within
150 days of Lessor's written notice. If said repair or restoration cannot be
completed within 150 days of Lessor's written notice, then in that event Lessee
may elect to terminate the Lease by giving written notice thereof to Lessor
within ten (10) days after ▇▇▇▇▇▇'s written notice to ▇▇▇▇▇▇. If the Lessor
elects to repair or restore the Demised Premises, the insurance money, if any,
derived from said policy or policies (less Lessor's cost and expenses in
collecting same) shall be applied by Lessor with all due speed to the repair or
restoration thereof, provided that Lessee is not then in any way in default
under this Lease.
Notwithstanding the foregoing, in the event the building on the
Premises is totally destroyed, either Lessor or Lessee shall have the right to
terminate this Lease by sending written notice thereof to the other party within
thirty (30) days after the occurrence of the event causing the destruction, and
if this Lease is so terminated, the insurance money derived from the insurance
to be provided as specified in Section VI hereof shall be paid to Lessor.
In the event Lessor or Lessee elects to terminate this Lease pursuant
to the terms of this Section, rent shall be apportioned on a per diem basis and
shall be paid to the date of the fire or casualty.
During any period the Premises are untenantable in whole or in part,
rent shall ▇▇▇▇▇ in whole or in part, as appropriate, to the extent that
business income (rent) insurance is provided as specified in Section VI hereof.
Notwithstanding the provisions of this Section to the contrary, if
required by the holder of any mortgage or any trust deed now on or hereafter
placed on the Demised Premises, the proceeds of any insurance provided for
hereunder shall be used as provided in said mortgage or trust deed.
XVI. CONDEMNATION
A. If the Premises, or a substantial part of the Demises Premises,
shall be lawfully taken or condemned for any public or quasi-public use or
15
purpose, the term of this Lease shall end upon and not before the date of the
taking of possession by the condemning authority and without apportionment of
the award and current rent shall be apportioned as of the date of such
termination.
B. If any part of the Demised Premises shall be so taken and the
remaining part of the Demised Premises (at the reconstruction of the then
existing building and improvements) is reasonably suitable for continued
occupancy, this Lease shall, as to the part so taken, terminate as of the date
that possession of such part is taken, and the rent shall be reduced
proportionately in accordance with the bases used in establishing the rent
hereunder. The Demised Premises shall be deemed to be reasonably suitable for
continued occupancy if, after reconstruction, the remaining building will be of
sufficient size and contain sufficient facilities to allow the continued
operations of Lessee in the same manner in which they were carried on prior to
the taking or damage. Lessor shall, at its own cost and expense (not, however,
in excess of the net amount of the award received by Lessor), make all necessary
repairs or alterations to the Demised Premises so as to constitute the portion
thereof not taken a complete architectural unit and the remaining Demised
Premises a complete facility.
C. Neither Lessor nor Lessee shall have any rights in or to any award
made to the other by the condemning authority and ▇▇▇▇▇▇ shall have the right,
at its own cost and expense, to prove and obtain a separate claim for damages
resulting from such condemnation, including for the loss or damage to ▇▇▇▇▇▇'s
trade fixtures and personal property and for damages for loss of use of the
Demised Premises and/or interruption of ▇▇▇▇▇▇'s business and moving expenses
incurred as a result of such condemnation.
XVII. MONTH-TO-MONTH TENANCY
It is agreed by both parties that the payment of rent by ▇▇▇▇▇▇ and
acceptance of rent by Lessor after the expiration of the term of this Lease,
shall, in the absence of a written agreement signed by both Lessor and ▇▇▇▇▇▇,
be deemed to establish a month-to-month tenancy; and such payment and acceptance
shall not be construed to have created a holdover tenancy. ▇▇▇▇▇▇ further agrees
that during any agreed extension or renewal, whether on a month-to-month basis
or otherwise, all of the obligations and covenants to be performed by Lessee
pursuant to this Lease shall remain in full force and effect but all options and
rights of first refusal, if any, granted to Lessee under the terms of this Lease
shall be deemed terminated and shall be of no further effect during said
month-to-month tenancy.
XVIII. ASSIGNMENT OR SUBLEASING
Lessee shall not assign this Lease or sublet the Demised Premises, or
any portion thereof, without in each case first obtaining the written consent
thereto of Lessor, and shall not permit any transfer by operation of law,
bankruptcy or otherwise of ▇▇▇▇▇▇'s interest in the Demised Premises acquired by
or through this Lease. Any assignment or sublease without such previous written
16
consent of Lessor shall be null and void. No sublease or assignment hereof shall
release Lessee from any of its obligations hereunder or alter the primary
liability of Lessee to pay the rent and perform all other obligations to be
performed by Lessee hereunder.
XIX. SUBORDINATION
The rights and interest of Lessee under this Lease shall be subject and
subordinate to any mortgage or trust deed that may hereafter be placed upon the
Demised Premises and to any and all advances to be made thereunder, and to the
interest thereon, and all renewals, replacements and extensions thereof, if the
mortgagee or trustee named in said mortgages or trust deeds shall elect to
subject and subordinate the rights and interest of Lessee under this Lease to
the lien of its mortgage or trust deed and shall agree to recognize this Lease
of Lessee in the event of foreclosure if Lessee is not in default. Any mortgagee
or trustee may elect to give the rights and interest of ▇▇▇▇▇▇ under this Lease
priority over the lien of its mortgage or trust deed. In the event of either
such election and upon notification by such mortgagee or trustee to Lessee to
that effect, the rights and interest of Lessee under this Lease shall be deemed
to be subordinate to, or to have priority over, as the case may be, the lien of
said mortgage or trust deed, whether this Lease is dated prior to or subsequent
to the date of said mortgage or trust deed. Lessee shall execute and deliver
whatever instruments may be required for such purposes.
XX. OPTIONS TO RENEW - EXTENDED TERMS
A. At the expiration of the initial term hereof, if this Lease shall
then be in full force and effect and Lessee shall have fully performed all of
its terms and conditions and if Lessee has paid and deposited all sums required
to be paid to or deposited with Lessor, the term of this Lease may be extended
at the option of Lessee for a successive period of two (2) years (sometimes
hereinafter referred to as "first extended term"). The first extended term
option shall be exercised by Lessee giving written notice to Lessor on or before
August 31, 1997.
B. At the expiration of the first extended term, if this Lease shall
then be in full force and effect and Lessee shall have fully performed all of
its terms and conditions and if Lessee has paid and deposited all sums required
to be paid to or deposited with Lessor, the term of this Lease may be extended
at the option of Lessee for a successive period of three (3) years (sometimes
hereinafter referred to as "second extended term"). The second extended term
option shall be exercised by ▇▇▇▇▇▇ giving written notice to Lessor on or before
August 31, 1999.
C. Each extended term shall be upon the same terms, covenants and
conditions as provided in this Lease for the initial term, except the amount of
the fixed rent for the Demised Premises shall be adjusted, and Lessee shall pay
fixed rent for the Demised Premises for the first extended term and for the
second extended term as set forth on Exhibit "D" attached hereto and made a part
hereof by reference thereto and initialled by Lessor and Lessee. Payment of all
17
additional rent and other charges and deposits required to be made by ▇▇▇▇▇▇ as
provided in this Lease for the initial term shall continue to be made during
each extended term. Lessee shall not be permitted to extend this Lease beyond
the second extended term. Any termination of this Lease during the initial term
or during any extended term shall terminate all further rights of extension
hereunder.
XXI. ▇▇▇▇▇▇'S FINANCIAL STATEMENTS
Lessee, upon not less than ten (10) days' prior written request from
Lessor, and not more often than semi-annually, shall deliver to Lessor copies of
current financial statements of Lessee and of any Guarantor of this Lease,
prepared in accordance with generally accepted accounting principles
consistently applied. Lessor may deliver copies of such financial statements to
any mortgagee, prospective mortgagee or prospective purchaser of the Demised
Premises; provided, however, that ▇▇▇▇▇▇ hereby agrees to, and agrees to use its
best efforts to cause such mortgagee, prospective mortgagee or prospective
purchaser to, retain such financial statements in the strictest trust and
confidence and not to reveal or disclose the information contained therein or
any part thereof.
XXII. NOTICES
All notices and demands required or desired to be given hereunder shall
be in writing and may be delivered in person or sent by United States certified
or registered mail, and the certifying or registering and depositing of any such
notice or demand in a United States Post Office, mail chute or mail box, postage
prepaid, shall be deemed as good and legal service of such notice or demand.
Notices or demands to Lessee so delivered or sent shall be delivered in person
or addressed to ▇▇▇▇▇▇ at the Demised Premises, and notices or demands so
delivered or sent to Lessor shall be delivered in person to or addressed to
Lessor at Suite ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇;
provided, however, that either of the parties hereto may by written notice
delivered to or sent to the other party hereby change the address to which such
notices or demands are to be delivered or sent and thereafter, such notices or
demands shall be delivered or sent to such new address. Notices or demands
delivered in person shall be deemed delivered upon personal service, and notices
and demands sent by United States certified or registered mail shall be deemed
delivered forty-eight (48) hours after depositing the notice or demand in the
United States Post Office, mail chute or mail box.
XXIII. SUCCESSORS AND ASSIGNS
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and the successors and assigns of the parties hereto
respectively, provided, however, that Lessee may not assign and/or sublet except
as herein provided.
18
XXIV. GENERAL
A. Lessee shall at any time and from time to time upon not less than
ten (10) days' prior written request from Lessor execute, acknowledge and
deliver to Lessor a written statement certifying (1) that ▇▇▇▇▇▇ has accepted
the Demised Premises, (2) that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect), (3) the date to
which rental and other charges have been paid in advance, if any, and (4) that
Lessor is not in default hereunder (or if Lessor is in default, stating the
nature of the default), and agreeing to give copies to any mortgagee of Lessor
of all notices by Lessee to Lessor. It is intended that any such statement
delivered pursuant to this paragraph may be relied upon by any prospective
purchaser of the Demised Premises or any mortgagee of ▇▇▇▇▇▇ and their
respective successors and assigns.
B. Lessee shall at any time and from time to time upon not less than
five (5) days prior written request from Lessor, complete, execute and deliver
to Lessor a statement in writing certifying to Lessor as to all information and
data as required by a Transferor to a Transferee and Lender of Transferee on an
Environmental Disclosure Document for Transfer of Real Property pursuant to and
in accordance with the Illinois Responsible Property Act of 1988. Lessee's
failure to provide such statement shall be a material breach of this Lease.
C. As used in this Lease, the phrases "term of this Lease" and "lease
term" shall be deemed to include extended terms, if any, unless specifically
provided to the contrary.
D. Whenever approval or consent is required herein, such approval or
consent shall not be arbitrarily or unreasonably withheld or delayed.
E. This Lease contains all agreements of the parties with respect to
any matter mentioned herein. No prior agreement or understanding pertaining to
any such matter shall be effective. This Lease may be modified in writing only,
signed by the party against whom enforcement of such change is sought.
F. This Lease is to be construed according to the laws of the State of
Illinois.
G. If any term, condition or provision of this Lease or the application
thereof to any party hereto or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term or
provision to any party hereto or circumstances other than those as to which it
is held invalid or unenforceable, shall not be affected thereby, and each term,
condition and provision of this Lease shall be valid and be enforced to the
fullest extent permitted by law.
19
▇. ▇▇▇▇▇▇▇▇ or neuter pronouns shall be substituted for masculine form
or vice versa, and the plural shall be substituted for the singular number or
vice versa in any place or places herein in which the context may require such
substitution or substitutions.
I. The headings or captions of Sections of this Lease are for
convenience and reference only, and in no way define, limit or describe the
scope of this Lease or the provisions of such Section.
IN WITNESS WHEREOF, Lessor has caused this Lease to be executed by its
duly authorized officers, and its corporate seal to be hereto affixed, and
▇▇▇▇▇▇ has caused this Lease to be executed by its duly authorized officers, and
its corporate seal to be hereto affixed, all as of the day and year first above
written.
LESSOR:
ATTEST: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.,
a Delaware corporation
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/▇.▇. ▇▇▇▇▇▇▇, ▇▇.
---------------------------------- ----------------------------------
Asst. Secretary Vice President
ATTEST: LESSEE:
GENDEX CORPORATION, a Delaware
corporation
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------- By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
____________ Secretary ----------------------------------
LESSOR: __________ President
20
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
The undersigned, a Notary Public in and for the County and State
aforesaid, do hereby certify that ▇.▇. ▇▇▇▇▇▇▇, ▇▇., Vice President, and ▇▇▇▇▇▇
▇▇▇▇▇▇▇, Asst. Secretary of said ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC., a Delaware
corporation, personally known to me to be the same persons whose names are
subscribed to the foregoing instrument as such Vice President and Asst.
Secretary respectively, and personally known to me to be such Vice President and
Asst. Secretary, respectively, appeared before me this day in person and
acknowledged that they signed, sealed and delivered said instrument as their
free and voluntary act and deed and as the free and voluntary act and deed of
said corporation, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 5th day of February, 1993.
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Notary Public
STATE OF )
) ss.
COUNTY OF )
The undersigned, a Notary Public in and for the County and State
aforesaid, do hereby certify that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, _____ President, and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, _____ Secretary of said GENDEX CORPORATION, a Delaware
corporation, personally known to me to be the same persons whose names are
subscribed to the foregoing instrument as such _______ President and ________
Secretary respectively, and personally known to me to be such __________
President and __________ Secretary, respectively, appeared before me this day in
person and acknowledged that they signed, sealed and delivered said instrument
as their free and voluntary act and deed and as the free and voluntary act and
deed of said corporation, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 5th day of February, 1993.
/s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Notary Public
Exhibit "A"
PREMISES
THAT PART OF THE SOUTH EAST 1/4 OF SECTION 19, TOWNSHIP 40 NORTH, RANGE 12 EAST
OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS: COMMENCING AT A POINT IN THE EAST
LINE OF SAID SOUTH EAST 1/4 WHICH IS 1122.93 FEET NORTH OF THE SOUTH EAST CORNER
THEREOF; THENCE SOUTH 89 DEGREES 59 MINUTES 13 SECONDS WEST, IN A LINE DRAWN AT
RIGHT ANGLES TO SAID EAST LINE, FOR A DISTANCE OF 1927.41 FEET TO A POINT OF
BEGINNING OF THE TRACT OF LAND TO BE DESCRIBED: THENCE NORTH 0 DEGREES 00
MINUTES 47 SECONDS WEST IN A LINE PARALLEL TO SAID EAST LINE, 144.48 FEET;
THENCE NORTH 89 DEGREES 59 MINUTES 13 SECONDS EAST, 266.41 FEET TO A POINT IN A
LINE 1661.0 FEET WEST OF (AT RIGHT ANGULAR MEASUREMENT) AND PARALLEL WITH SAID
EAST LINE; THENCE SOUTH 0 DEGREES 00 MINUTES 47 SECONDS EAST IN SAID PARALLEL
LINE (BEING THE WEST LINE OF A PUBLIC STREET KNOWN AS NORTH ▇▇▇▇▇ AVENUE),
410.27 FEET TO ITS POINT OF INTERSECTION WITH THE NORTHERLY LINE OF A PUBLIC
STREET KNOWN AS KING STREET; THENCE SOUTH 79 DEGREES 22 MINUTES 23 SECONDS WEST
IN SAID NORTHERLY LINE, 190.31 FEET TO AN ANGLE POINT OR BEND IN SAID NORTHERLY
LINE OF WEST KING STREET; THENCE SOUTH 89 DEGREES 09 MINUTES WEST IN SAID
NORTHERLY LINE 79.37 FEET TO ITS POINT OF INTERSECTION WITH A LINE 1927.41 FEET
WEST OF (AT RIGHT ANGULAR MEASUREMENT) AND PARALLEL WITH SAID EAST LINE OF SOUTH
EAST 1/4; THENCE NORTH 0 DEGREES 00 MINUTES 47 SECONDS WEST IN SAID PARALLEL
LINE, 302.00 FEET TO POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.
PROPERTY ADDRESS: P.I.N.: ▇▇-▇▇-▇▇▇-▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ (PROP. #44)
Lessor:________
Lessee:________
Exhibit "B"
FIXED RENT
(1) Ten Thousand Thirteen and 00/100 Dollars ($10,013.00) on the first day
of February, 1993, and the same amount on the first day of each and
every month thereafter through and including the first day of December,
1993.
(2) Fourteen Thousand Five Hundred Ninety-One and 00/100 Dollars
($14,591.00) on the first day of January, 1994, and the same amount on
the first day of each and every month thereafter through and including
the first day of January, 1996.
(3) Fifteen Thousand One Hundred Sixty-Three and 00/100 Dollars
($15,163.00) on the first day of February, 1996, and the same amount on
the first day of each and every month thereafter through and including
the first day of January, 1998.
Lessor:_______
Lessee:_______
Exhibit "C"
IMPROVEMENTS TO BE ERECTED
1. Renovate the offices to a condition and appearance at least equal to those
in Gendex's Des Plaines headquarters ("General Headquarters"). The work
will include new carpeting or floor tile, new ceiling and light fixtures,
repair of cracks in interior office walls and fresh paint on all walls.
2. Upgrade the washrooms to a condition and appearance equal to Gendex's
Headquarters and modify them to meet the requirements for 100 employees.
Convert the janitor's utility room in the general office area to a unisex
washroom that conforms with the Americans with Disabilities Act of 1990
("ADA") and ensure ADA compliant access to said washroom from all areas of
the facility.
3. Seal the floors in the plant area.
4. Prep and paint all walls, columns and ceilings throughout the plant area.
5. Restripe the existing parking lot to provide approximately 40 spaces,
including appropriate handicapped accessible spaces.
6. Install a ramp with appropriate railings from the parking lot to the back
office door of the building situated on the Premises. Door width and
hardware on back office door and vestibule door to conform with ADA
requirements.
7. Paint exterior truck and man doors.
8. Place all heating and air-conditioning systems in the office and warehouse
in good working order.
9. Place all electrical systems in good working order and in conformance with
all local and state codes.
10. Add exit lights and emergency battery lights as required.
11. Install 24 ceiling fans in the plant per layout supplied by the Gendex
Facilities Group.
12. Relamp lighting in plant as necessary.
13. Modify the back plant entrance door with appropriate ADA compliant hardware
and assure grade level access.
14. Add a fourth exterior exit (onto the "new on-site parking lot" described on
Exhibit "E" attached hereto) that conforms with ADA hardware and access
requirements.
15. Install a dispenser on drinking fountains to conform with ADA requirements.
16. Replace kitchen lavatory in kitchen area.
17. Test city water supply to the building situated on the Premises for both
supply pressure and volume.
Lessor:______
Lessee:______
Exhibit "D"
FIXED RENT DURING EXTENDED TERMS
FIRST EXTENDED TERM:
Sixteen Thousand Twenty-One and 00/100 Dollars ($16,021.00) on the first day of
February, 1998, and the same amount on the first day of each and every month
thereafter through and including the first day of January, 2000.
SECOND EXTENDED TERM:
Seventeen Thousand One Hundred Sixty-Six and 00/100 Dollars ($17,166.00) on the
first day of February, 2000, and the same amount on the first day of each and
every month thereafter through and including the first day of January, 2003.
Lessor:______
Lessee:______
Exhibit "E"
NEW ON-SITE PARKING LOT
Lessor will arrange for ▇▇▇▇▇▇'s usage of approximately fifteen (15) parking
spaces in the parking lot at the premises commonly known as ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, which premises are presently leased by Lessor
to Clad-▇▇▇, Inc.
In the Spring of 1993, Lessor will install a 15-space new on-site parking lot at
the southeast corner of the Premises.
Lessor:______
Lessee:______
FIRST AMENDMENT TO LEASE
FIRST AMENDMENT TO LEASE dated as of April 3, 1995, amending that
certain Lease dated January 4, 1993, by and between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Inc., a Delaware corporation, as lessor (herein called "Lessor") and Gendex
Corporation, a Delaware corporation, as lessee (herein called "Gendex").
W I T N E S S E T H:
WHEREAS, Lessor and Gendex entered into a Lease dated January 4, 1993,
said Lease having a term of five (5) years, demising and leasing to Lessee
certain premises commonly known as ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, and legally described in Exhibit "A" attached hereto and made a part
hereof by reference thereto (herein called "Lease"); and WHEREAS, Gendex is now
known as Dentsply International Inc., a Delaware corporation (herein called
"Lessee"); and
WHEREAS, ▇▇▇▇▇▇ and Lessee desire to amend the provisions of the Lease,
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties hereto and other good and valuable consideration paid by each party to
the other, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. The Lease shall be modified as follows:
(a) Exhibit "E" to the Lease is deleted in its entirety and a new
Exhibit "E" attached hereto and made a part hereof by reference thereto and
initialed by Lessor and Lessee is inserted in its place and stead.
2. Except as further modified herein, the Lease shall remain in full
force and effect and the parties shall be bound by all the terms and conditions
thereof.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ have caused this First Amendment
to Lease to be duly executed and attested in their behalf by their duly
authorized officers and their corporate seals to be affixed all as of the day
and year first above written.
ATTEST: LESSOR:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC.
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------- -----------------------------------
Its: Vice President/Asst. Secretary Its: President
------------------------------ -----------------------------------
ATTEST: LESSEE:
GENDEX CORPORATION, now known
as DENTSPLY INTERNATIONAL INC.
/s/▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
----------------------------------- -----------------------------------
Its: Vice President, Secretary Its: President and COO
------------------------------ -----------------------------------
and General Counsel
-----------------------------------
2
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President, and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Asst. Secretary of said ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC., a Delaware
corporation, personally known to me to be the same persons whose names are
subscribed to the foregoing instrument as such __________ President and Asst.
Secretary, respectively, and personally known to me to be such _______ President
and _______ Secretary, respectively, appeared before me this day in person and
acknowledged that they signed, sealed and delivered the said instrument as their
free and voluntary act and deed, and as the free and voluntary act and deed of
said corporation, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 10th day of April, 1995.
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Notary Pubic
COMMONWEALTH OF PENNSYLVANIA )
) ss.
COUNTY OF YORK )
I, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, a Notary Public in and for the County and State
aforesaid, DO HEREBY CERTIFY that ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, President,
and ___________________, _______ Secretary of said GENDEX CORPORATION, now known
as DENTSPLY INTERNATIONAL INC., a Delaware corporation, personally known to me
to be the same persons whose names are subscribed to the foregoing instrument as
such __________ President and ________ Secretary, respectively, and personally
known to me to be such _______ President and _______ Secretary, respectively,
appeared before me this day in person and acknowledged that they signed, sealed
and delivered the said instrument as their free and voluntary act and deed, and
as the free and voluntary act and deed of said corporation, for the uses and
purposes therein set forth.
GIVEN under my hand and notarial seal this 27th day of April, 1995.
/s/▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Notary Public
Exhibit "A"
PREMISES
THAT PART OF THE SOUTH EAST 1/4 OF SECTION 19, TOWNSHIP 40 NORTH, RANGE 12 EAST
OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS: COMMENCING AT A POINT IN THE EAST
LINE OF SAID SOUTH EAST 1/4 WHICH IS 1122.93 FEET NORTH OF THE SOUTH EAST CORNER
THEREOF; THENCE SOUTH 89 DEGREES 59 MINUTES 13 SECONDS WEST, IN A LINE DRAWN AT
RIGHT ANGLES TO SAID EAST LINE, FOR A DISTANCE OF 1927.41 FEET TO A POINT OF
BEGINNING OF THE TRACT OF LAND TO BE DESCRIBED: THENCE NORTH 0 DEGREES 00
MINUTES 47 SECONDS WEST IN A LINE PARALLEL TO SAID EAST LINE, 144.48 FEET;
THENCE NORTH 89 DEGREES 59 MINUTES 13 SECONDS EAST, 266.41 FEET TO A POINT IN A
LINE 1661.0 FEET WEST OF (AT RIGHT ANGULAR MEASUREMENT) AND PARALLEL WITH SAID
EAST LINE; THENCE SOUTH 0 DEGREES 00 MINUTES 47 SECONDS EAST IN SAID PARALLEL
LINE (BEING THE WEST LINE OF A PUBLIC STREET KNOWN AS NORTH ▇▇▇▇▇ AVENUE),
410.27 FEET TO ITS POINT OF INTERSECTION WITH THE SOUTH 79 DEGREES 22 MINUTES 23
SECONDS WEST IN SAID NORTHERLY LINE, 190.31 FEET TO AN ANGLE POINT OR BEND IN
SAID NORTHERLY LINE OF WEST KING STREET; THENCE SOUTH 89 DEGREES 09 MINUTES WEST
IN SAID NORTHERLY LINE 79.37 FEET TO ITS POINT OF INTERSECTION WITH A LINE
1927.41 FEET WEST OF (AT RIGHT ANGULAR MEASUREMENT) AND PARALLEL WITH SAID EAST
LINE OF SOUTH EAST 1/4; THENCE NORTH 0 DEGREES 00 MINUTES 47 SECONDS WEST IN
SAID PARALLEL LINE, 302.00 FEET TO POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.
PROPERTY ADDRESS: P.I.N: ▇▇-▇▇-▇▇▇-▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ (PROP. #44)
Exhibit "E"
NEW PARKING LOT
On or about May 1, 1995, Lessor will arrange for ▇▇▇▇▇▇'s use of sixteen (16)
parking spaces located at the area shown and cross-hatched on Exhibit "A-1"
attached hereto (herein called "Parking Spaces"), located in the south parking
area servicing the premises commonly known as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ (herein called "3400"). 3400 is presently leased by Lessor to
▇▇▇▇▇▇▇▇ Standard, Inc., a Delaware corporation (herein called "▇▇▇▇▇▇▇▇").
Lessee shall have the right at all times during the term of this Lease and any
and all extensions thereof, to use that portion of the south parking area
servicing 3400 as is required for the purpose of ingress and egress and passage
along same to and from the Parking Spaces, provided that Lessee shall not
interfere with ingress and egress by ▇▇▇▇▇▇▇▇, its invitees, successors or
assigns to and from 3400 or the south parking area servicing 3400.
At all times during the term of this Lease, Lessee, at ▇▇▇▇▇▇'s sole cost and
expense, shall maintain comprehensive general liability insurance against claims
for injury or death occurring upon, in or about the Parking Spaces, such
insurance to afford protection in a combined single limit or not less than
$2,000,000 for each occurrence and in the aggregate, and such insurance shall be
written on an occurrence basis. The limits of such insurance shall not limit the
liability of Lessee hereunder. Lessee agrees that Lessor shall have the right to
require Lessee to increase the general liability insurance coverage required in
such reasonable amounts as Lessor may from time to time require during the term
of this Lease. Said insurance shall (1) be effected by valid and enforceable
policies issued by insurers, satisfactory to Lessor, who are authorized to do
business in the State of Illinois and shall be in such form and content as is
satisfactory to Lessor; and (2) provide that same shall not be cancelled or
amended in any respect without at least thirty (30) days prior written notice to
each assured named therein; and (3) be delivered in the form of an original
certificate of insurance with all the proper endorsements to Lessor and ▇▇▇▇▇▇▇▇
at 3400 on or before fifteen (15) days prior to the occupancy by Lessee of the
Demised Premises, and renewals of said policies shall be delivered in the form
of an original certificate of insurance with all the proper endorsements, to
Lessor and ▇▇▇▇▇▇▇▇ at 3400 at least fifteen (15) days prior to the expiration
date of each policy, together with evidence satisfactory to Lessor and ▇▇▇▇▇▇▇▇
of the payment of all premiums thereon; and (4) name the following as additional
insured: ▇▇▇▇▇▇, Brockway, its successors and assigns, (and if requested by
Lessor or ▇▇▇▇▇▇▇▇, shall bear appropriate endorsements to protect ▇▇▇▇▇▇'s or
▇▇▇▇▇▇▇▇'▇ officers, directors, agents and employees and the legal title holder
of 3400).
If ▇▇▇▇▇▇ shall refuse or fail to maintain in force said insurance and to keep
such policy in ▇▇▇▇▇▇'s possession, Lessor may at its election procure and from
time to time renew such insurance, and the amounts expended therefor with
interest thereon from the respective dates of expenditures therefor at the rate
specified in Section III hereof shall be so much additional and further rent due
from Lessee to Lessor hereunder.
Lessor:_____
Lessee:_____
