EXHIBIT 10 (gggg)
PREPARED BY AND WHEN
RECORDED RETURN TO:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Prudential Loan No. ▇-▇▇▇-▇▇▇
ASSIGNMENT OF LEASES AND RENTS
------------------------------
THIS ASSIGNMENT is made as of this 27th day of August, 1997, by and
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from OVERSEAS PARTNERS (333), INC., an Illinois corporation's("Assignor"),
to and for the benefit of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a
New Jersey corporation ("Assignee").
RECITALS:
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A. Assignor is the owner of certain real property located in ▇▇▇▇
County, State of Illinois more particularly described in Exhibit A attached
hereto ("Property").
B. Assignor has executed and delivered to Assignee a promissory note
("Note") of even date herewith in the original principal amount of SIXTY-FIVE
MILLION DOLLARS ($65,000,000.00) and Assignor has executed and delivered to
Assignee a Mortgage, Security Agreement and Fixture Filing ("Mortgage") of even
date herewith and recorded contemporaneously herewith, securing, among other
things, the obligations of Assignor under the Note and the Mortgage
("Obligations").
C. Assignor desires to transfer and assign to Assignee, absolutely and
unconditionally, all of its right, title and interest in, to and under the
leases described in Exhibit B attached hereto and by this reference incorporated
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herein, and any and all other leases, subleases, lettings and licenses of or
affecting the Property that may hereafter be entered into and all amendments,
extensions, modifications, replacements or renewals thereof (collectively,
"Leases"), and (a) the rents, income and profits due, or to become due '
thereunder, and (b) the right to enforce, whether at law or in equity or by any
other means, all provisions thereof, and all claims of any kind that Assignor
may have against lessees under the Leases or any subtenants or occupants of the
Property (collectively, "Lessees") including, without limitation, any guarantees
of the obligations owed Assignor thereunder (the items described in clauses (a)
and (b) being hereinafter collectively called "Rents"). Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Mortgage.
AGREEMENT:
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NOW, THEREFORE, as an inducement for the making of the loan evidenced by the
Note and secured by the Mortgage, Assignor hereby represents, covenants and
agrees follows:
1. Assignment. Assignor hereby absolutely and unconditionally transfers,
-----------
sets over and assigns to Assignee all right, title and interest of Assignor in,
to and under (a) the Leases and (b) the Rents. This Assignment is intended to
be and is an absolute present assignment from Assignor to Assignee and not the
mere passage of a security interest or a provision of additional security;
provided, however, that Assignor shall have a license to collect, except as
hereinafter provided, the Rents accruing by virtue of the Leases as they
respectively become due ("License"), but not in advance, and to enforce the
agreements of the Leases. Such License may be revoked, at Assignee's option, in
the event there occurs an Event of Default or breach by Assignor under any of
the terms, covenants or provisions of the Obligations, the Note, the Mortgage,
this Assignment or any other Loan Documents (as defined in the Mortgage).
Assignor covenants and agrees, however, that in exercising its License it shall
hold any and all such Rents in trust for the benefit of Assignee and shall apply
the same in payment of its Obligations, and in accordance with the Loan
Documents.
2. Assignee as Creditor of Lessee. Assignee, and not Assignor, shall be
-------------------------------
the creditor of the Lessees in respect of assignments for the benefit of
creditors and bankruptcy, reorganization, insolvency, dissolution or
receivership proceedings affecting any such Lessee. Assignee, however, shall
not be the party obligated to make timely filings of claims in such proceedings
or to otherwise pursue creditor's rights therein. Assignee shall have the
option to apply any monies received by it as such creditor to the reduction of
the principal of or the premium, if any, or interest on the Obligations.
3. Default Remedies of Assignee. Upon an Event of Default and until such
----------------------------
Event of Default shall have been fully cured, Assignor's License to collect
Rents shall immediately cease and terminate. Assignee shall thereupon be
authorized at its option to enter and take possession of all or part of the
leased premises, and to perform all acts necessary for the operation and
maintenance of such premises in the same manner and to the same extent that
Assignor might reasonably so act. In furtherance thereof, Assignee shall be
authorized, but under no obligation, to collect the Rents arising from the
Leases, and to enforce performance of any other terms of the Leases including,
but not limited to, Assignor's rights to fix or modify rents, ▇▇▇ for possession
of the leased premises, relet all or part of the leased premises, and collect
all Rents under such new Leases. Assignor shall also pay to Assignee, promptly
upon any such default: (a) to the extent permitted by law, all rent prepayments
and security or other deposits paid to Assignor pursuant to any Lease assigned
hereunder; and (b) all charges for services or facilities or for escalation
which have theretofore been paid pursuant to any such Lease to the extent
allocable to any period from and after such default. Assignee will, after
payment of all proper costs, charges and any damages including, without
limitation, those payable pursuant to Paragraph 7 hereof, apply the net amount
-----------
of such Rents to the sums then due to Assignee under the Obligations to the
extent permitted by law. Assignee shall have sole
2
discretion as to the manner in which such Rents are to be applied, the
reasonableness of the costs to which they are applied, and the items that will
be credited thereby.
4. Termination of Assignment. When Assignor pays Assignee for the full
--------------------------
amount of the indebtedness secured by the Mortgage and this Assignment, and such
payment is evidenced by a recorded satisfaction or release of the Mortgage, this
Assignment shall terminate and become void.
5. Notice to Lessee of Assignor's Default. Assignor hereby irrevocably
---------------------------------------
authorizes each Lessee, upon demand and notice from Assignee of Assignor's Event
of Default under the Obligations, the Mortgage, this Assignment or other Loan
Documents, to pay all Rents under the Leases to Assignee. Assignor agrees that
each Lessee shall have the right to rely upon any such notices of Assignee that
Lessee shall pay all Rents to Assignee, without any obligation to inquire as to
the actual existence of the default, notwithstanding any notice from or claim of
Assignor to the contrary. Assignor shall have no claim against any Lessee for
any Rents paid by Lessee to Assignee. Upon Assignor's cure of all Events of
Default, the Mortgage, this Assignment or other Loan Documents, Assignee may
give each Lessee written notice of such cure and, thereafter, until further
notice from Assignee, the Lessee shall pay the Rents to Assignor.
6. Assignment of Defaulting Assignor's Interest in Lease. If Assignor
------------------------------------------------------
has defaulted under the Obligations, the Mortgage, this Assignment or other Loan
Documents, Assignee shall then have the right to assign Assignor's right, title
and interest in and to the Leases to any person acquiring title to the Property
through foreclosure or otherwise. Such assignee shall not be liable to account
to Assignor for the Rents thereafter accruing.
7. Indemnification of Assignee. Assignor hereby agrees to indemnify,
----------------------------
defend, protect and hold Assignee harmless from and against any and all
liability, loss, cost, expense or damage (including reasonable attorneys' fees)
that Assignee may or might incur under the Leases or by reason of this
Assignment other than liability, loss, cost, expense, or damage incurred as a
result of Assignee's gross negligence or willful misconduct. Such
indemnification shall also cover any and all claims and demands that may be
asserted against Assignee under the Leases or this Assignment. Nothing in this
paragraph shall be construed to bind Assignee to the performance of any Lease
provisions, or to otherwise impose any liability upon Assignee, including,
without limitation, any liability under covenants of quiet enjoyment in the
Leases in the event that any Lessee shall have been joined as party defendant in
any action to foreclose the Mortgage and shall have been barred thereby of all
right, title, interest, and equity of redemption in the Property. This
Assignment imposes no liability upon Assignee for the operation and maintenance
of the Property or for carrying out the terms of any Lease before Assignee has
entered and taken possession of the Property. Any loss or liability incurred by
Assignee, by reason of actual entry and taking possession under any Lease or
this Assignment or in the defense of any claims shall, at Assignee's request, be
reimbursed by Assignor. Such reimbursement shall include interest at the
Default Rate provided in the Note, costs, expenses and reasonable attorneys'
fees. Assignee may, upon entry and taking of possession, collect the Rents and
apply them to reimbursement for any such loss or liability. The provisions of
this
3
Paragraph 7 shall survive repayment of the Obligations and any termination,
-----------
satisfaction or foreclosure of this Assignment.
8. Assignor's Possession After Default. If Assignor is in
------------------------------------
possession of any portion of the Property not leased to third party Tenants and
is not required to surrender such possession hereunder upon an Event of Default,
Assignor shall pay monthly in advance to Assignee, on Assignee's entry into
possession pursuant to paragraph 3 hereof, or to any receiver appointed to
-----------
collect the Rents, the fair and reasonable value for the use and occupancy of
the Property or such part thereof as may be in the possession of Assignor. Upon
default in any such payment, Assignor shall forthwith vacate and surrender such
possession to Assignee or such receiver and, in default thereof, Assignor may be
evicted by summary or any other available proceedings or actions.
9. Representations and Warranties. Assignor hereby represents and
-------------------------------
warrants to Assignee that: (a) Assignor is the absolute owner of the Leases,
with absolute right and title to assign the Leases and the Rents; and (b) the
Leases are valid and in full force and effect and have not been modified,
amended or terminated, or any of the terms and conditions thereof waived, except
as stated herein.
10. Lease Terminations and Modificatons. Assignor may do the following
------------------------------------
with respect to Leases (a) Assignor may terminate any Lease (other than the
Lease of a Major Tenant or tenant leasing more than 24,000 square feet) which is
------
in default; (b) Assignor may amend any Lease (other than the Lease of a Major
Tenant or tenant leasing more than 24,000 square feet) provided the amendment
------
does not (i) increase the obligations of the landlord, (ii) decrease or
accelerate the rent, or (iii) decrease the term; and (c) Assignor may enter into
new Leases (or renew existing Leases) for premises of 24,000 square feet or less
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provided each Lease satisfies the minimum leasing requirements as set forth in
the Mortgage and is on Assignor's standard form lease (approved by Assignee)
with no modifications that increase the obligations of the landlord. Except as
expressly provided in this Section 10 (or after obtaining Assignee's prior
written consent), Assignor shall not (i) amend or modify any Lease, (ii) extend
or renew (except in accordance with the existing Lease provisions, if any) any
Lease (iii) terminate or accept the surrender of any Lease except in accordance
with the terms of any Lease approved or deemed approved by Lender, (iv) enter
into any new Lease of the Property, or (v) accept any prepayment of rent,
termination fee, or any similar payment. Any attempt at cancellation, surrender,
termination, change, alteration, modification, assignment, pledge or
subordination of any Lease, other than as set forth herein, without the prior
written consent of Assignee, shall be null and void.
11. Further Assurances. Assignor shall execute and deliver to Assignee,
-------------------
and hereby irrevocably appoints Assignee, its successors and assigns as its
attorney-in-fact to execute and deliver during the term of this Assignment, all
further instruments as Assignee may deem necessary to make this Assignment and
any further assignment effective. Assignor shall, upon demand, pay to Assignee,
or reimburse Assignee for the payment of, any and all costs and expenses
(including reasonable attorneys' fees) incurred in connection with the
preparation and recording of such instruments.
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12. Transfer of Title to Lessee; Cancellation of Lease. Each Lease shall
---------------------------- ----------------------
remain in full force and effect, notwithstanding any merger of Assignor's and
Lessee's interest thereunder. Without Assignee's prior written consent,
Assignor shall not convey title to all or any part of the Property to any
Lessee. If Assignee's consent to any such conveyance is obtained, Assignor
shall not make any such conveyance without first requiring the Lessee, in
writing, to assume and agree to pay and perform the Obligations and the Mortgage
in accordance with the terms, covenants and conditions thereof, and to pay so
much of the purchase price as Assignee deems necessary in reduction of the
outstanding principal of the Obligations, in the inverse order of maturity,
which payment, if made during the period that the Obligations permit prepayment,
will include applicable prepayment premiums as set forth in the Obligations.
Any transfer of title to any Lessee must be performed in compliance with the
provisions of the Mortgage. In the event that any Lease permits cancellation
thereof on payment of consideration and said privilege of cancellation is
exercised, the payments made or to be made by reason thereof are hereby assigned
to Assignee to be applied, at the election of Assignee, to the Obligations and
interest thereon in whatever order the Lender shall choose in its discretion or
to be held in trust by Assignee as further security, without interest, for the
payment of the principal and interest required to be paid by the Obligations.
13. Lease Guaranties; Assignments of Leases; Alterations of Premises.
-----------------------------------------------------------------
Assignor may do the following with respect to lease guaranties, assignments of
leases, and alterations of premises are as follows: (a) Assignor may terminate
any guaranties of any Lease (other than a guaranty of a Lease of a Major Tenant
or tenant leasing more than 24,000 square feet of the Property) which is in
default; (b) consent to any Lease assignment or subletting (other than the Lease
of a Major Tenant or tenant leasing more than 24,000 square feet) provided that
------
any such lease assignment or subletting does not (i) increase the obligations of
the landlord, (ii) decrease or accelerate the rent, or (iii) decrease the term.
Assignor may not, without the written consent of Assignee: (a) execute any other
assignment or pledge of the Leases, of any interest therein, or of any Rents,
or agree to a subordination of any Lease to any mortgage or other encumbrance
now or hereafter affecting the premises; or (b) permit a material alteration of
or addition to the Property by any Lessee, unless the right to alter or enlarge
is expressly reserved by Lessee in the Lease.
14. Assignor to Ensure Continued Performance under Leases. Assignor
------------------------------------------------------
shall perform all of its covenants as Lessor under the Leases, and shall not
permit any release of liability of any Lessee or any withholding of rent
payments by any Lessee. Assignor shall promptly deliver to Assignee copies of
any and all notices of default Assignor has sent to any Lessee. Assignor shall
enforce at Assignor's expense any one or more of the Leases and all remedies
available to Assignor thereunder upon any Lessee's default in accordance with
reasonable past business practices. Assignor shall deliver to Assignee copies
of all papers served in connection with any such enforcement proceedings and
shall consult with Assignee, its agents and attorneys with respect to the
conduct thereof; provided that Assignor shall not enter into any settlement of
any such proceeding without Assignee's prior written consent (except in the case
of a settlement concerning a tenant which is (i) not a Major Tenant, or (ii)
leasing less than 24,000 square feet of the Property).
5
15. Changes in Obligation Terms. Notwithstanding any variation of the
---------------------------
terms of the Obligations and/or the Mortgage, including any increase or decrease
in the principal amount thereof or in the rate of interest payable thereunder or
any extension of time for payment thereunder or the release of any part of the
Property subject to the Mortgage, the terms of this Assignment shall remain
unmodified and in full force and effect.
16. Additions to and Replacement of Obligations. Assignee may take
--------------------------------------------
security in addition to the security already given Assignee for the payments of
the principal, premium and interest required to be paid in or by the Obligations
or release such other security, and may release any party primarily or
secondarily liable on the Obligations, may grant or make extensions, renewals,
modifications or indulgences with respect to the Obligations or the Mortgage and
replacements thereof, which replacements of the Obligations or the Mortgage may
be on the same terms as, or on terms different from, the present terms of the
Obligations or the Mortgage, and may apply any other security held by it to the
satisfaction of the Obligations, without prejudice to any of its rights
hereunder.
17. Additional Leases. Except as otherwise set forth in the Mortgage,
------------------
Assignor shall not enter into any additional Leases or renew any existing Leases
without the prior written consent of Assignee.
18. Exercise of Assignee's Rights and Remedies. Assignee's failure to
-------------------------------------------
avail itself of any of its rights under this Assignment for any period of time,
or at any time or times, shall not constitute a waiver thereof. Assignee's
rights and remedies hereunder are cumulative, and not in lieu of, but in
addition to, any other rights and remedies Assignee has under the Obligations,
the Mortgage and any other Loan Documents. Assignee's rights and remedies
hereunder may be exercised as often as Assignee deems expedient.
19. Severability. If any term of this Assignment or the application
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hereof to any person or set of circumstances, shall to any extent be invalid or
unenforceable, the remainder of this Assignment, or the application of such
provision or part thereof to persons or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected thereby, and each
term of this Assignment shall be valid and enforceable to the fullest extent
consistent with applicable law.
20. Captions. The captions or headings at the beginning of each paragraph
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hereof are for the convenience of the parties only and are not part of this
Assignment.
21. Counterparts. This Assignment may be executed in two or more
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counterparts, each of which shall be deemed an original, and all of which shall
be construed together and shall constitute one instrument. It shall not be
necessary in making proof of this Assignment to produce or account for more than
one such counterpart.
22. Notices. All notices or other written communications hereunder shall
--------
be deemed to have been properly given: (a) upon delivery, if delivered in person
or by facsimile transmission with receipt acknowledged; (b) one business day
after having been deposited for
6
overnight delivery with any reputable overnight courier service; or (c) three
business days after having been deposited in any post office or mail depository
regularly maintained by the U.S. Postal Service and sent by registered or
certified mail, postage prepaid, addressed as follows:
If to Assignor: Overseas Partners (333) Inc.
Overseas Partners Capital Corp.
c/o ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Legal Department
with a copy to: Overseas Partners Capital Corp.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇
P. 0. Box HM 1581
Bermuda
Attention: Legal Department
with a copy to: Katten, Muchin & Zavis
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
If to Assignee: The Prudential Insurance
Company of America
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇
Attention: Vice President,
Asset Management
Telephone: 770/▇▇▇-▇▇▇▇
Facsimile: 770/396-9426
with a copy to: ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
Tower
8000 Sears ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
or addressed as such party may from time to time designate by written notice to
the other party.
23. Amendment, Modification or Cancellation of Assignment. No amendment,
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modification or cancellation of this Assignment or any part hereof shall be
enforceable without Assignee's prior written consent.
24. Governing Law. This Assignment shall be governed by and construed in
--------------
accordance with the laws of the state in which the Property is located.
7
25. Power of Attorney. Effective automatically upon the occurrence of an
------------------
Event of Default and Assignee's acceleration of the indebtedness and
continuously thereafter, and without the necessity of the execution of any
further documents or instruments, Assignor hereby constitutes and appoints
Assignee as Assignor's true and lawful attorney, coupled with an interest, in
the name, place and stead of Assignor:
(a) to collect, demand, ▇▇▇ for, attach, levy, recover and receive all
Rents due and payable by Lessees pursuant to the Leases and to give proper
notices, receipts, releases and acquittances therefor and after deducting
expenses of collection, to apply the net proceeds as a credit upon any portion,
as selected by Assignee, of the Obligations, notwithstanding that the amount
owing thereunder may not then be due and payable or that the Obligation is
adequately secured, and Assignor does hereby authorize and direct such Lessees
to deliver such payment to Assignee in accordance with the foregoing; and
(b) to subject and subordinate at any time and from time to time, the
Leases, to the lien of the Mortgage or any other Loan Documents or any other
mortgage or deed of trust on or to any ground lease of the Property or to
request or require such subordination, where the Assignor otherwise would have
the right, power or privilege so to do. Assignor hereby ratifies and confirms
all acts that Assignee shall do or cause to be done by virtue of the powers
granted hereby and warrants that Assignor has not, on or at any time prior to
the date hereof, exercised any such right of subordination under this clause (b)
and covenants not to exercise any such right except as may be required by
Assignee. The power of attorney hereunder granted is irrevocable and
continuing, shall survive the insolvency or dissolution of Assignor, and such
rights, powers and privileges shall be exclusive in Assignee, its successors and
assigns so long as any part of the Obligations shall remain unpaid.
26. No Mortgagee in Possession; No Other Liability. The acceptance by
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Assignee of this Assignment, with all of the rights, power, privileges and
authority so created, shall not, prior to entry upon and taking of possession of
the Property by Assignee, be deemed or construed to: (a) constitute Assignee as
a mortgagee in possession nor thereafter or at any time or in any event obligate
Assignee to appear in or defend any action or proceeding relating to the Leases
or to the Property; (b) require Assignee to take any action hereunder, or to
expend any money or incur any expenses or perform or discharge any obligation,
duty or liability under the Leases; or (c) require Assignee to assume any
obligation or responsibility for any security deposits or other deposits
delivered to Assignor by Lessees and not assigned and delivered to Assignee.
Assignee shall not be liable in any way for any injury or damage to person or
property sustained by any person in or about the Property.
27. Successors and Assigns; Gender. The terms, covenants, conditions and
-------------------------------
warranties contained herein and the powers granted hereby shall run with the
land, shall inure to the benefit of and bind all parties hereto and their
respective heirs, executors, administrators, successors and assigns, and all
subsequent owners of the Property, and all subsequent holders of the Note and
the Mortgage, subject in all events to the provisions of the Mortgage regarding
transfers of the Property by Assignor. In this Assignment, whenever the context
so requires,
8
the masculine gender shall include the feminine and/or neuter and the singular
number shall include the plural and conversely in each case. If there is more
than one party constituting Assignor, all obligations of each Assignor hereunder
shall be joint and several.
28. Expenses. Assignor shall pay on demand all costs and expenses
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incurred by Assignee in connection with the review of Leases, including the fees
and disbursements of Assignee's outside counsel.
29. Limitation on Personal Liability. Reference is hereby made to the
---------------------------------
portion of the Note entitled "Limitation on Personal Liability", which provision
is hereby incorporated herein by reference to the same extent as if it were set
forth herein.
30. WAIVER OF TRIAL BY JURY. ASSIGNOR HEREBY WAIVES, TO THE FULLEST
------------------------
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM FILED BY EITHER PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THIS ASSIGNMENT, OR ANY ACTS OR OMISSIONS OF
ASSIGNEE IN CONNECTION THEREWITH.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed by
its duly authorized representative as of the day and year first above written.
ASSIGNOR:
OVERSEAS PARTNERS (333), INC., an Illinois
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
9
STATE OF GEORGIA )
) SS.
COUNTY OF FORSYTH )
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that the foregoing instrument was acknowledged
before me this 27th day of August by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as a duly authorized
signatory of OVERSEAS PARTNERS (333), INC., an Illinois corporation, on behalf
of said corporation.
GIVEN under my hand and Notarial Seal this 27th day of August 1997.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
Notary Public
My Commission Expires:
12/12/2000
10
EXHIBIT A
Legal Description
Parcel I:
Lots 7, 8 and 9 in Assessors Division of Lots 1, 2, 3, 7 and 8 and the East 20
feet of lot 6 in Block 21 in Original Town of Chicago in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Third Principal Meridian, in ▇▇▇▇ County, Illinois.
Parcel 2:
The East 1/4 of lot 6 and the West 1/4 of Lot 7 In block 21 In Original Town of
Chicago, otherwise known as Lots 10 and 11 In Assessor's division of Lots 1, 2,
3, 7 and 8 and the East 20 feet of lot 6, all in said block 21 in Original Town
of Chicago, In the City of Chicago, In ▇▇▇▇ County, Illinois.
Parcel 3:
All of Lot 5 and the West 1/2 of lot 6 and the West 1/2 of the East 1/2 of lot
6, all in Block 21 in the original Town of Chicago, in ▇▇▇▇ County, Illinois.
Parcel 4:
The East 1/4 of lot 1 and that part of the vacated allay lying South and
adjoining said land in B1ock 21 in the Original Town of Chicago in section 9,
Township 39 North, Range 14, East of the Third Principal Meridian, in ▇▇▇▇
County, Illinois.
Parcel 5:
The West 1/2 of the East 1/2 of lot 1 and that part of the vacated allay lying
South and adjoining said land in Black 21 in Original Town of Chicago in the
South fractional 1/2 of ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the
Third Principal Meridian, in ▇▇▇▇ County, Illinois.
Parcel 6:
▇▇▇ ▇, ▇ ▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ Division of lots 1, 2, 3, 7 and 8 and the East 20
Feet of ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ of Chicago in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the third Principal Meridian In ▇▇▇▇ County, Illinois.
Parcel 7:
The East 1/2 of Chicago lot 8 in Block 21 In the Original Town of Chicago in the
South East 1/4 of ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Third
Principal Meridian, sometimes also described as:
▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇, ▇, ▇, ▇, ▇ and the East 20 feet of Lot 6
in Block 21 in original Town of Chicago, in the South East 1/4 of ▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Third principal Meridian, in ▇▇▇▇
County, Illinois.
PIN #▇▇-▇▇-▇▇▇-▇▇▇; ▇▇-▇▇-▇▇▇-▇▇▇
Commonly known as: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
EXHIBIT B
---------
DESCRIPTION OF LEASES
---------------------
B-1
▇▇▇▇▇▇ & ▇▇▇▇▇ ASSOCIATES
SUITE NO: 200
SqFt-RA: 9522
▇▇▇▇▇▇▇ ▇. GOOD REALTY, INC.
SUITE NO: 450
SqFt-RA: 7150
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
SUITE NO: 500
SqFt-RA: 20886
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇
SUITE NO: 510
SqFt-RA: 3162
FORENSIC TECHNOLOGIES INTERNATIONAL
SUITE NO: 600
SqFt-RA: ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇: 700
SqFt-RA: 24586
NYHAN, PFISTER, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
SUITE NO: 810
SqFt-RA: 8212
COMPASS MANAGEMENT & LEASING
SUITE NO: 880
SqFt-RA: 2842
PERFORMANCE ANALYTICS, INC.
SUITE NO: 1010
SqFt-RA: 10199
JAMES, LAYTON INTERNATIONAL, INC.
SUITE NO: 1050
SqFt-RA: 2398
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
SUITE NO: 1100
SqFt-RA: 14513
CARNOW, CONIBEAR & ASSOCIATES, LTD.
SUITE NO: 1400
SqFt-RA: 18818
FACILITY CAPITAL CORPORATION
SUITE NO: 1750
SqFt-RA: 3562
TETRA PAK, INC.
SUITE NO: 1500/1620
SqFt-RA: 34226
GROSVENOR CAPITAL MGMT, L.P.
SUITE NO: 1610
SqFt-RA: 2427
SKADDEN, ARPS, SLATE, ▇▇▇▇▇▇▇ & ▇▇▇▇
SUITE NO: 1900/2050
SqFt-RA: ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇: 2080
SqFt-RA: 2333
URBAN INVESTMENT & DEVELOPMENT
SUITE NO: 2100/2000/2200/2300/2400
SqFt-RA: 94864
FEDERAL HOME LOAN MORTGAGE
SUITE NO: 2500
SqFt-RA: 25344
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, CHTD.
SUITE NO: 2600
SqFt-RA: 25714
BARACK ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
SUITE NO: 2700/2850
SqFt-RA: 32278
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
SUITE NO: 2800
SqFt-RA: 11010
AMERITECH K.D.S.
SUITE NO: 2900
SqFt-RA: 15612
RAILINC/AAR
SUITE NO: 2950
SqFt-RA: 10061
▇▇▇▇ NUVEEN & CO., INC,
SUITE NO: 3300/3100/3200/3400/3500/3600
SqFt-RA: 113675
ECC, Inc.
SUITE NO: BOX2ECC
SqFt-RA: 0
UPS
SUITE NO: BOX1UPS
SqFt-RA: 0
Metropolitan Fiber Systems
SUITE NO: BOX4MET
SqFt-RA: 0
First Chicago Building Corp.
SUITE NO: BOX3CASH
SqFt-RA: 0
▇▇▇▇▇▇ & ▇▇▇▇▇
SUITE NO: 1650
SqFt-RA: 7663
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
SUITE NO: 1200
SqFt-RA: 34659
▇▇▇▇ & COMPANY, INC.
SUITE NO: 3000
SqFt-RA: 14998
NATIONAL EQUITY ADVISORS
SUITE NO: 2070
SqFt-RA: 3037
2020 ASSOCIATES
SUITE NO: 2020
SqFt-RA: 4533
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
SUITE NO: 1430
SqFt-RA: 1798
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
SUITE NO: 850
SqFt-RA: 1411
FEDERAL EXPRESS
SUITE NO: BOX5FEDEX
SqFt-RA: 0
#12 KARAD DRUG CO., INC.
SUITE NO: L020
SqFt-RA: 1200
BARACK, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
SUITE NO: 2860
SqFt-RA: 5043
FEDERAL HOME LOAN MORTGAGE
SUITE NO: 210
SqFt-RA: 9460
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
SUITE NO: 1800/1700
SqFt-RA: ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇: BOX6MCI
SqFt-RA: 198
PEPI CORPORATION
SUITE NO: L010
SqFt-RA: 2439
ROSE AND ASSOCIATES
SUITE NO: 1710
SqFt-RA: 3422
LINDA'S MAGIC NAILS
SUITE NO: M100
SqFt-RA: 868
KENWOOD ASSOCIATES, INC.
SUITE NO: 400
SqFt-RA: 12130
VTEL CORPORATION
SUITE NO: 1060
SqFt-RA: 2410
SPECTRA/MARKET METRICS
SUITE NO: 900
SqFt-RA: 14875
TELIGENT
SUITE NO: R100
SqFt-RA: 0
FIRSTCORP
SUITE NO: 240
SqFt-RA: 1127
NATIONSCREDIT COMMERCIAL CORP.
SUITE NO: 1840
SqFt-RA: 3702
GROSVENOR CAPITAL MGMT, L.P.
SUITE NO: 1600
SqFt-RA: 6984
GROSVENOR CAPITAL MGMT, L.P.
SUITE NO: 1605
SqFt-RA: 108
BARACK, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
SUITE NO: 2820
SqFt-RA: ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL
SUITE NO: 1015
SqFt-RA: 1391
▇▇▇▇ NUVEEN & CO., INC.
SUITE NO: 3010
SqFt-RA: 4835
MANSON VENTURES, INC.
SUITE NO: 1450
SqFt-RA: 1419
CASTLE CREEK PARTNERS, LLC
SUITE NO: 1410
SqFt-RA: 2185
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
SUITE NO: M101
SqFt-RA: 0
TETRA PAK INC.
SUITE NO: 250
SqFt-RA: 800
MACKELVIE & ASSOCIATES
SUITE NO: 950
SqFt-RA: 3924
FACILITY CAPITAL CORPORATION
SUITE NO: 1730
SqFt-RA: 1518
EXHIBIT C
---------
TENANT PURCHASE OPTIONS, FIRST REFUSAL RIGHTS
---------------------------------------------
AND RIGHTS/OPTIONS FOR ADDITIONAL SPACE
---------------------------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Summary of Options to Expand
As of: August 15, 1997
▇▇▇▇▇▇ and ▇▇▇▇▇ Associates, Inc. (▇▇▇ ▇▇▇▇▇) (5/l/86 - 4/30/01)
----------------------------------------------------------------
(T) Option to Expand: (Notification Date has elapsed) Tenant had option to
expand into approximately 3,000 sq. ft. on 2nd floor,
effective 5/l/91 with notice to LL by 2/l/90. Option
not exercised
▇▇▇▇▇▇▇ ▇. Good Realty, Inc. (▇▇▇ ▇▇▇▇▇) (2/l/87 - 11/30/99)
------------------------------------------------------------
(T) Option to Expand: (Notification Date has elapsed) Tenant shall have the
option to expand between 1,633 and 2,209 sf of
contiguous space on the 4' Floor. Tenant must occupy
the entire Premises on both the date that Tenant
exercises the Expansion Option and on the Expansion
space Occupancy Date. Tenant may exercise Expansion
Option by giving written notice to LL by 2/15/97.
Within (60) days following LL's receipt of the
Expansion Space Notice, LL shall specify in a written
notice to Tenant the location, size, and
configuration of the Expansion Space. If Tenant
exercises Expansion Option, then commencing 7/l/97,
Expansion space shall be part of Premises except as
hereinafter provided: the annual base rent of the
Expansion Space shall be equal to the square foot
amount of then applicable rent times the rentable
area of the Expansion Space and pro-rate share shall
be adjusted for the Expansion Space.
Kenwood Associates, Inc. (Suite 400 & 460) (3/l/96 - 2/28/2002)
---------------------------------------------------------------
(T) Option to Expand: (Notification Date has elapsed) Tenant has the right
to expand between 2,635 and 3,525 contiguous rsf in
suite 470. The occupancy date shall be between
3/l/97 -8/l/97 with 4 months prior notice. If Tenant
elects to take the $7.95/sf Expansion Allowance base
rent shall be $5.18/sf the first year growing at
3.65% every March 1st. If Tenant elects to take the
$2.65/sf Expansion Allowance the base rent shall be
the same per sf as the Premises. Pro-rata share shall
be adjusted to reflect Expansion Space.
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (Suite 500) (3/l/92 - 2/28/02)
--------------------------------------------------
(T) Option to Expand: Tenant has two (2) Expansion Options, as follows
(Notification Date has elapsed):
First Expansion Option:
-----------------------
- Premises: Approximately 3,500 sq. ft. (exact number
to be determined by LL) of contiguous space on 5th
floor, at location to be determined by LL.
- Exercise Date: Notice from Tenant to LL by 3/l/95
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
- LL shall notify Tenant by 4/l/95 setting forth
(i) location and square footage (ii) Base Rent;
and (iii) effective date on which LL shall
deliver possession (which date shall be between
9/1/95 - 9/1/96;
- Base Rent: same per sq. ft. amount as for
original premises, including increases.
- Tenant Improvements: $7.50/sq. ft.
- Pro-rata share: shall increase accordingly
Second expansion Option:
------------------------
-Premises: Approximately 3,500 sq. ft. (exact
number to be determined by LL) of contiguous space
on 5th floor, at location to be determined by LL.
In any event, such space shall include the area
located between the midrise elevator lobby on the
5th floor containing approximately 507 sq. ft.
-Exercise Date: Notice from Tenant to LL by 3/l/97
-Availability of Second Expansion Option is not
conditioned on exercise by Tenant of first
Expansion Option.
-LL shall notify Tenant by 4/l/97 setting forth (i)
location and square footage of expansion space; (ii) Base Rent; and (iii)
effective date on which LL shall deliver possession (which date shall be
between 9/l/97 9/l/98)
-Base Rent: same per sq. ft. amount as for original
premises, including increases
-Tenant Improvements: $5.00/sq. ft.
-Pro-rata share: shall increase accordingly
LL shall have right to increase/decrease the
rentable area of either of the Expansion Premises
by not more than 20%, with notice to Tenant no
later than 6 months prior to the Effective Date
with respect to such expansion.
Forensic Technologies International, Inc. (Suite 600) (9/l/93 - 8/31/98)
------------------------------------------------------------------------
(T) Option to Expand: Premises: 2,000 sq. ft. (the exact square footage
to be determined by LL) in Building on the same
floor as and contiguous to premises at a location
on such floor to be designed by LL.
-Notice from Tenant to LL by 3/l/96
-If exercised, LL shall give written notice to
Tenant by 4/l/96 specifying; (i) exact location
and number of rentable sq. Ft.; (ii) Base Rent,
which shall be computed as $6.00/sq. ft. Net; and
(iii) the effective date on which LL shall deliver
possession of Expansion Space to Tenant (which
date shall be between 5/1/96 - 1/1/97).
-LL may lease space to another tenant prior to the
expansion date
-LL may change the size of the rentable area of the
Expansion Space upon notice to Tenant by 4/1/96;
provided, LL shall not increase/decrease the
rentable area by more than 15%.
-Tenant improvements shall be $ 1 0.00/sq. ft.
-Pro-rata share shall be increased accordingly.
Page 2
--------------------------------------------------------------------------------
OPTIONS & ENCUMEBRANCES
--------------------------------------------------------------------------------
Nyhan, Pfister, ▇▇▇▇▇▇▇▇ & Kinzie, P.C. (▇▇▇ ▇▇▇▇▇) (2/l/92 - 1/31/02)
----------------------------------------------------------------------
(T) Option to Expand: Premises: 2,500 sq. ft. of space contiguous and on
the same horizontal plane to the Premises.
(Notification Date has elapsed)
-Effective Date: 2/l/96
-Notice: Either (i) 12/l/94 - 1/31/95 ("Early
Notice Period"); or (ii) 2/l/95-4/30/95 ("Late
Notice Period")
-Base Rent: Same per sq. ft. rates as set forth for
original premises
-TI Allowance: $10.00/sq. ft.
-Pro-rata share: shall increase accordingly.
-If Early Notice Period, LL shall deliver to Tenant
notice by 2/28/95 ("LL's Expansion Notice") (a)
describing layout of Expansion Space; and (b)
setting forth whether there are any changes in (i)
square footage of Expansion Space; or (ii)
Effective Date. Tenant shall have 15 days to
provide notice to LL whether terms of LL's
Expansion Notice are acceptable to Tenant. If
Tenant rejects the terms, Tenant may withdraw it's
notice electing to expand. If withdrawn, Tenant
shall be precluded from exercising said option
during the late Notice Period.
-If exercised during Late Notice Period, then on or
before 5/30/95 LL shall deliver to Tenant "LL's
Expansion Notice" which shall be binding on LL and
Tenant.
-LL may accelerate or defer the Effective Date by a
period of not more than 6 months by so notifying
Tenant at least 8 months prior to the Effective
Date (6/1/95), which notice shall state the new
Effective Date. LL shall maintain right to lease
Expansion Space to another tenant for a term not
to exceed the Effective Date of this Expansion
Option.
-LL may increase/decrease the size of the Expansion
Premises by not more than 10% by so notifying
Tenant at least 8 months prior to the effective
Date (6/1/95).
Spectra Marketing! Systems, Inc. (Suite 900) (7/15/96 - 1/31/05)
-----------------------------------------------------------------
(T) Option to Expand: 0ption A (Notification Date has elapsed):
---------
Tenant has the right to lease between 2,000 and
3,000 contiguous rsf on the 9th floor. Tenant must
give written notice to LL by 10/15/96. Within 60
days LL shall provide a written notice containing
the location site, configuration and the occupancy
date of the Expansion Space. The Occupancy Date
must be between 1/15/97 and 1/14/98. Rent will be
the same rate as then applicable rate for the
original Premises. LL shall provide $23.00/sf for
Tenant Improvements. Expansion Space will become
part of the Premises and Pro-rata shall be adjusted
accordingly. If LL cannot deliver possession of the
expansion within six (6) months of LL's specified
Date, Tenant may rescind.
Option B:
---------
If Tenant does not exercise Expansion Option A,
Tenant may exercise Expansion Option B by giving
written notice to LL by 10/15/99. Within 60 days LL
shall provide a written notice containing the
location site, configuration and the occupancy date
of the Expansion Space. The Occupancy date must be
between 1/15/2000 and 1/14/2001. Rent will be
Page 3
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
the same rate as then applicable rate for the
Original Premises. LL shall provide $ 15.00/sf for
Tenant Improvements. Expansion Space will become
part of the Premises and Pro-rata shall be adjusted
accordingly.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ (11th and 12th Floors -- 34,659 sq. ft.) (3/l/83 -
---------------------------------------------------------------------------
2/28/98)
--------
(T) Option to Expand: Tenant has three (3) expansion options, as follows
(Notification Dates have elapsed):
First Expansion Option (independent of 2nd & 3rd
----------------------
Options)
Premises: 2,842 sq. ft. on 8th floor - Effective
Date: 6/l/90, 6/l/92 or 12/l/94 (first availability
based upon existing tenancies)
-Notice Date: 18 months prior to latest Effective
Date
Second Expansion Option (independent of 1st and 3rd
-----------------------
Options)
-Premises: 13,532 sq. ft. on 8th floor - Effective
Date: 7/l/90 or 11/l/94 (first availability based
upon existing tenancies)
-Notice Date: 18 months prior to latest Effective
Date
Third Expansion Option (independent of 1st and 2nd
----------------------
Options)
-Premises: 8,212 sq. ft. on ▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇)
-Effective Date: 1 1/24/89 or 12/l/94 (first
availability based upon existing tenancies)
-Notice Date: 18 months prior to latest Effective
Date
All above described Expansion Options have the
following terms:
-Rent: 100% of market. LL shall notify Tenant of
its determination of such FMV within 90 days of
Tenant's notice to LL exercising it's expansion
option. If Tenant and LL cannot agree on Base Rent,
Tenant may cancel its election to lease such
additional space in written notice to LL within 30
days after LL's notice to Tenant specifying such
Base Rent. - Tenant Improvements: None. Space to be
taken "as is" except LL shall make any repairs to
such space made necessary by fire or casualty.
- Pro-rata Share: To be increased accordingly.
NOTE: Based upon the 18 month Tenant notification
period, Tenant's rights under these expansion
options have expired.
Carnow, Conibear & Associates, Ltd. (▇▇▇▇ ▇▇▇▇▇) (9/15/85 - 12/31/03)
---------------------------------------------------------------------
(T) Option to Expand: First Expansion Option:
-----------------------
-Premises: 3,235 sq. ft. on 14th floor (see
attached)
-Notice to LL: By 7/1/98.
-Effective Date: Between 10/l/98 and 7/l/99
(Landlord shall notify Tenant of Effective Date
within 30 days after exercise).
-Base Rent: Rate per sf for the remainder of
Premises, including increases.
Page 4
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
-Tenant Improvements: $20.00/sf (any unused
allowance shall be applied towards first rents
due).
Second Expansion Option:
------------------------
-Premises: 2,211 sf on 14th floor, currently
leased to Broker Investment Management (see
attached).
-Notice to LL: By 3/15/01.
-Effective Date: Between 9/15/01 and 3/15/02
(Landlord shall notify Tenant of Effective Date
within 30 days after exercise).
-Base Rent: Rate per sf for remainder of Premises,
including increases.
-Tenant Improvements: None
NOTE: Second expansion rights are subject to the
rights of Broker Investment Management to exercise
its option to renew.
-LL may lease such space to other tenants prior to
Effective Date; however, if LL does not deliver
possession on or before 150th day following the
Effective Date, Tenant may withdraw exercise of
expansion option by delivering notice to LL by the
160th day following the scheduled Effective Date.
Tetra Pak, Inc. (15th & 16th Floors) (9/l/91 - 8/31/01)
-------------------------------------------------------
(T) Option to Expand: Tenant had option to expand into approximately
16,000 sq. ft. on either floor contiguous to
premises with notice to LL by 1/l/93. Not
exercised.
(T) Option to Expand: Tenant may expand into 1,500 - 2,000 sf on the 16th
floor, upon notice to LL between 9/l/96 - 9/8/97.
LL shall have 10 business days after receipt of
Tenants election to exercise to notify Tenant of
exact location and square footage and the effective
date ("Expansion Space Addition Date," which shall
between 12/l/97 - 9/l/98). The Base Rent shall be
equal to the then applicable fair market value
rent. If Tenant disagrees with LL's determination
of the fair market value rent then Tenant may
cancel exercise of expansion option via notice to
LL within 30 days of LL's notice to Tenant
specifying Base Rent.
Option to expand is subject to the rights of ▇▇▇▇▇▇
▇▇▇▇▇ to lease the Expansion Space.
Grosvenor Capital Management, L.P. (▇▇▇▇ ▇▇▇▇▇) (3/l/93 - 5/31/99)
------------------------------------------------------------------
(T) Option to Expand: (EXPIRED) Notice Date was between (3/l/96 -
5/31/96). Tenant did not exercise per Property
Manager.
▇▇▇▇▇▇ & ▇▇▇▇▇ (Suite 1650) (4/15/89 - 2/28/01)
-----------------------------------------------
(T) Option to Expand: Tenant may expand into 1,629 sf of additional space
that is contiguous with the eastern wall of the
Premises on the 16th floor (ie; Suite 1660), upon
Page 5
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
notice to LL by 9/l/97, such Expansion to be
effective 9/l/98.. The Base Rent shall be equal to,
and increase with, the then applicable rental rate
per sq. ft. for the Premises. Tenant shall receive
a T.I. allowance of $20.00/rsf of Expansion Space.
Facility Capital Corporation (▇▇▇▇ ▇▇▇▇▇) (9/10/93 - 5/14/99)
-------------------------------------------------------------
(T) Option to Expand: Premises: Same as Right of First Refusal ("ROFR")
space described above (1,780 sq. ft. - 17th floor).
-Available at any time during initial term, if
Tenant has not waived rights to such space pursuant
to ROFR above.
-Tenant shall exercise by giving written notice to
LL. LL shall give written notice to Tenant within
10 days following receipt of Tenant's notice
setting forth the date on which LL shall deliver
possession of the Option Space.
-Base Rent and tenant improvements described above
for the ROFR are applicable.
-LL retains the right to lease Option Space to
another tenant, subject to rights of Tenant
pursuant to ROFR.
▇▇▇▇ ▇▇▇▇▇▇▇ & Weinbere (1700 & 1800) (11/l/95 - 4/30/08)
---------------------------------------------------------
(T) Put Space: Tenant shall lease approximately 3,500 sf (see
attached) on the 17th floor effective 12/l/98. LL
may reduce the size of the put space, but not less
than 3,000 sf, provided such decrease does not
destroy the contiguity to the Premises, in a way
that is reasonably acceptable to the Tenant. LL
shall notify Tenant by 8/l/98 as to the rentable
area to be included. Rent shall be the then
effective rate under the Lease and the pro-rata
share shall be appropriately adjusted. Tenant shall
receive an improvement allowance of $35.75/sf (up
to $6.00/sf may be applied to soft costs or rent as
described under Tenant Improvements on page 2).
LL may lease such space to another tenant for a
term ending on or prior to 9/l/98. LL shall not be
liable to Tenant in the event of tenant holding
over or other violation of the lease.
(T) Option to Expand: Provided Tenant is occupying 80% of Premises for
its own use, Tenant may expand into the additional
space as follows:
Expansion One:
--------------
Effective: 11/1/00
Notice: 11/l/99
Size: 5,000 sf on the 18th floor as highlighted on
Exhibit A-3 (see attached). LL may change the size
(not to decrease by more than 20% or increase) in a
manner reasonably satisfactory to Tenant upon
notice by 3/l/00
Rent: Same rate/sf as for existing Premises
Improvement Allowance: $25.00/sf with up to
$4.25/sf applied as outlined on page 2 of abstract
for unspent amounts.
Page 6
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
Expansion Two:
--------------
Effective: 11/l/03
Notice: 11/l/02
Size: 5,000 sf on the 18th floor as highlighted on
Exhibit A-3 (see attached). LL may change the size
(not to decrease by more than 20% or increase more
than reduction in 1st Option space) in a manner
reasonably satisfactory to Tenant upon notice by
3/l/03.
Rent: Same rate/sf as for existing Premises
Improvement Allowance: $15.00/sf with up to
$2.55/sf applied as outlined on page 2 of abstract
for unspent amounts.
LL may defer or accelerate the Addition Date up to
6 months upon notice at least 8 months prior to the
earlier of the Accelerated Date or the stated
Addition Date. LL may lease such space to another
tenant for a term expiring on or before the
Addition Date. LL shall not be liable to Tenant in
the event of tenant holding over or other violation
of the lease.
Rent shall not commence on Expansion Space 1 or 2
until 8 weeks after the later of the Addition Date
and the date of possession is delivered to Tenant.
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇) -▇▇▇/▇/▇▇ - 4/30/2000)
--------------------------------------------------------------------------------
(T) Option to Expand: Tenant had the option to expand into 3,037 sq. ft.
on 20th floor effective 1/1/91, and had a second
option to expand into the balance of the 20th floor
effective 5/l/95. If Tenant elected not to exercise
any expansion option, Tenants rights to such option
as well as any subsequent expansion options would
extinguish. Since Tenant did not exercise expansion
option for 3,037 sq. ft., they apparently no longer
have the option to expand into the balance of the
20th floor.
Federal Home Loan Mortzai!e Corporation (▇▇▇▇ ▇▇▇▇▇) (2/l/86 - 4/30/99)
-----------------------------------------------------------------------
(T) Option to Expand: (Notification Date has elapsed) Premises: Not less
than 6,375. sq. ft. nor more than 8,625 sq. ft.
(exact number to be determined by LL) on 29th
floor, at a single location on such floor to be
designated by LL.
-Exercise Date: Notice to LL by 5/l/96 - Base Rent:
Same per sq. ft. as for existing premises -Tenant
Improvements: $17.50/sq. ft. - Pro-rata Share:
increased accordingly
If exercised, LL shall give notice to Tenant by
6/l/96 setting forth (i) exact location and number
of rentable sq. ft. within Expansion Space; and
(ii) effective date on which LL will deliver
possession of Expansion Space (between 11/l/96 -
11/l/97)
If LL is unable to deliver possession of Expansion
Space to Tenant on or prior to 60th day following
scheduled Effective Date, and if Tenant so elects,
LL shall use diligent efforts to make immediately
available to Tenant temporary space for occupancy
by Tenant until the 120th day following the
Page 7
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
date on which the Expansion Space is delivered to
Tenant. LL and Tenant shall execute a short term
lease to govern Tenant's occupancy of such
Temporary Space. No rent shall be paid by Tenant
for Temporary Space. However, Tenant shall pay its
pro-rata share of taxes and operating expenses on a
net basis.
If LL fails to deliver possession on or prior to
180th day following scheduled Effective Date,
Tenant may withdraw it's exercise of expansion
option by delivering written notice to LL on or
before I 10 th day following expiration of said 180
day period.
(T) Option To Expand: (Notification Date has elapsed) Provided Tenant
occupies the entire Premises as of the Addition
Date, Tenant may lease any space not leased on the
second floor as of the date of the Fifth Amendment.
Tenant shall give notice to LL by 1/31/96. Rent
shall be $14.30/sf plus a pro-rata share of
operating expenses and real estate taxes. Tenant
shall receive an improvement allowance equal to the
product of $15.00/sf multiplied by the number of
months remaining in the term divided by 51.
LL may lease the Second Floor Expansion space to
another tenant and LL shall not be held liable in
the event LL does not deliver possession due to a
holding over, provided LL uses diligent efforts to
obtain possession. If LL is unable to deliver
possession of Expansion Space to Tenant on or prior
to 60th day following scheduled Effective Date, and
if Tenant so elects, LL shall use diligent efforts
to make immediately available to Tenant temporary
space for occupancy by Tenant until the 120th day
following the date on which the Expansion Space is
delivered to Tenant. LL shall pay all reasonable
out-of-pocket costs incurred in connection with
Tenant's move to the Temporary space. LL and Tenant
shall execute a short term lease to govern Tenant's
occupancy of such Temporary Space. No rent shall be
paid by Tenant for Temporary Space. However, Tenant
shall pay its pro-rata share of taxes and operating
expenses on a net basis.
If LL fails to deliver possession on or prior to
180th day following scheduled Effective Date,
Tenant may withdraw it's exercise of expansion
option by delivering written notice to LL on or
before 10th day following expiration of said 180
day period.
Barack, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & Perlaman (27th and 28th Floors) (10/2/88 -
---------------------------------------------------------------------------
6/30/03)
--------
(T) Option to Expand: Tenant has five (5) expansion options, as follows:
Expansion Option #1: (Has Expired)
---------------------
-Premises: 5,043 sq. ft. on 28th floor ("First
Additional Space"), currently leased to Chilmark
Partners-Effective Date: 5/l/90, if FHLMC fails to
exercise its option to lease such space by 12/l/89.
Expansion Option #2: (Has Expired)
---------------------
-Premises: 4,000 sq. ft. ("Interim Additional
Space") at any location in building provided that
LL will use reasonable efforts to locate the
Interim Additional Space on a high-rise floor.
Page 8
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
-Effective Date: 5/l/90, if FHLMC exercises its
option by 12/l/89 to lease the First Additional
Space.
Expansion Option #3:(Exercised via 3rd Amendment)
-------------------
-Premises: 28th floor First Additional Space (5,043
sq. ft. - see Option # 1) - Effective Date: 9/l/95,
if FHLMC exercises its option to lease the First
Additional Space.
Expansion Option #4:
--------------------
- Premises: Between 2,900 - 4,800 sq. ft.
(determined by LL) on 28th floor, a portion of
which is currently occupied by ▇▇▇▇ Nuveen & Co.
("Second Additional Space")-Effective Date: 9/l/95
Per Letter Agreement dated 6/22/94, Tenant waived
its right to exercise Expansion Option # 4.
Expansion Option #5:
--------------------
-Premises: Between 12,600 - 14,600 sq. ft.
(determined by LL) constituting the balance of the
28th floor ("Third
Additional Space") Effective Date: 3/l/2000
-Tenant Notification Date: 13 - 18 months prior to
respective Effective Date.
-No later than 18 months prior to Effective Date,
for 4th and 5th Expansion Options (3/l/94 and
9/l/98, respectively), LL shall notify Tenant of
exact location and rentable area of the additional
space. Such space shall be contiguous with the then
current premises.
- If Tenant does not exercise, Tenant shall have no
further rights with respect to such Expansion
Option, provided that Tenant shall not be deemed to
have waived any other Expansion Options.
-Base Rent for each Expansion Option shall be 100%
of market, subject to any flat rate, indexed or
other material escalations to which market rate
base rental is then subject. Such rent and
escalations shall be set forth in a certificate
delivered by LL to Tenant no later than 90 days
after LL receives Tenant's notice of its exercise
of the Expansion Option with respect to a
particular Additional Space. If LL and Tenant can
not agree on rental, Tenant may cancel its exercise
of the Expansion Option in notice to LL not later
than 30 days after Tenant's receipt of such
certificate.
LL may (i) defer the Effective Date for any
Additional Space by a period of not more than 18
months; or (ii) accelerate the Effective Date for
the Second Additional Space and Third Additional
Space by a period of not more than 9 months, upon
notice to Tenant specifying the new Effective Date
given no later than the later of (a) 3 months prior
to the latest date Tenant may give notice of
exercise of Expansion Option with respect to such
Additional Space (the "Final Notice Date"); and (b)
30 days after delivery of Tenant's notice of
exercise of the Expansion Option with respect to
such Additional Space, in which event Tenant may
withdraw such notice. of exercise on or before the
later of. five (5) days after the Effective Date
Notice is given or the Final Notice Date.
Page 9
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
-Subject to the rights of Tenant hereunder, LL
shall in any event have the right to lease the
Additional Space to another tenant and shall not be
liable to Tenant in the event that LL cannot
deliver possession of the Additional Space to
Tenant on account of a holding over by such other
tenant.
-If, due to the holding over of such other tenant,
LL is unable to deliver possession of Additional
Space within one (1) year after the Effective Date,
LL shall, by written notice to Tenant as soon as
practicable after expiration of such one year
period, either (i) offer Tenant a comparable amount
of space in the Building (to be identified in LL's
notice) for occupancy by Tenant beginning no later
than 30 days after the first anniversary of such
Effective Date until such Additional Space is
available (which temporary space shall be
constructed, at LL's sole cost, with reasonably
usable building standard improvements suitable for
law offices) at a base rent equal to 50% of base
rent otherwise payable under the terms of this
paragraph for the Additional Space LL is then
unable to deliver, provided that Tenant will be
obligated to pay full pass thrus of Operating
Expenses and Taxes, or (ii) offer Tenant the option
to terminate this lease. If Tenant fails to notify
LL within ten (10) days after LL's offer notice of
Tenant's election to accept the offer made, Tenant
shall be deemed to have rejected the offer and
waived any remedy for damages or termination by
reason of LL's failure to deliver the Premises,
provided that such waiver shall not relieve LL of
its obligation to use reasonable efforts to obtain
possession of such Additional Space.
-LL may increase the rentable area of the First
Additional Space by up to 5% or decrease the
rentable area by no more than 15%
-LL may increase the rentable area of the Second
Additional Space and the Interim Additional Space
by up to IO% or decrease the rentable area by no
more than 15% (i.e., Second Additional Space may be
decreased to 5,185 sq. ft or increased to 8,800 sq.
ft.)
-LL may increase the rentable area of the Third
Additional Space by up to 15% or decrease the
rentable area by no more than 20% (i.e., Third
Additional Space may be decreased to 10,080 sq. ft.
or increased to 16,790 sq. ft.)
-LL will notify Tenant of any change in rentable
area of any Additional Space no later than the
later of. (A) three (3) months prior to the Final
Notice Date and (B) thirty (30) days after the
delivery of Tenant's notice of exercise of the
Expansion Option with respect to such Additional
Space, in which event, Tenant may withdraw such
notice of exercise on or before the later of. five
(5) days after LL's notice of the change in the
rentable area of such Additional Space is given or
the Final Notice Date.
-T.I. For Each Additional Space: Space taken "as-
is", except for construction allowances or labor or
materials included at LL's expense being offered in
connection with prevailing market rate leases. If
Tenant employs LL's general contractor to perform
construction or remodeling work in any Additional
Space, LL to limit fee for overhead, administration
and supervision (which fee is in addition to any
general contractor's fee) to 8% of the cost of such
improvements.
Page 10
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
- As Additional Space is delivered to Tenant, such
space shall become part of the Premises and
Tenant's pro-rata percentage and Additional Rent
payments shall change accordingly.
▇▇▇▇ & Company, Inc. (▇▇▇▇ ▇▇▇▇▇) (11/14/94 - 11/13/05)
-------------------------------------------------------
(T) Option to Expand: (Notification Date has elapsed) Tenant shall have
the right to expand into 3,000 rsf on the 30th
floor (Expansion Space #1) on 10/14/97 upon notice
to LL by 1/14/97 (see attached for floor plan of
Expansion Space). Tenants rights with respect to
the additional space are subject to the following
provisions:
Base Rent: Same rate per sf as in effect for the
initial premises. Tenant's proportionate share
shall be appropriately adjusted.
LL's Rights: LL may, upon notice to Tenant before
the Notice Date, accelerate or defer Addition Date
by not more than 3 months or change the size of the
Additional Space by not more than 20%. LL shall
have the right to lease Additional Space to another
tenant for a term not beyond the applicable
Addition Date and shall not be liable to Tenant in
the event that LL cannot deliver possession due to
holdover by such other tenant. If LL cannot deliver
possession within 6 months of the Addition Date,
Tenant shall have the right to cancel its election
to lease such Additional Space.
Tenant Improvements Additional Space #1: $42.25/sf
Page 11
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Summary of Rights of First Offer/Refusal
As of: August 15, 1997
▇▇▇▇▇▇▇ ▇. Good Realty, Inc. (▇▇▇ ▇▇▇▇▇) (2/l/87 (M-T-M)
---------------------------------------------------------
(T) Right of Second
Offer: Subject to the rights of Wood, ▇▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇, if LL intends to lease any space on the
4th floor which is contiguous to the premises
("Option Space") during the initial or renewal
term, LL shall offer such space to Tenant in
writing. Such offer shall specify Base Rent at
which LL would be willing to lease such space to
Tenant. Tenant must accept within 10 days business
days. If Tenant does not accept, LL shall be free
to lease such space to another party on whatever
terms and conditions it considers appropriate.
Correspondence in File:
-----------------------
Letter from JMB dated 5/23/90, notifying Tenant of
LL intention to lease a portion of the 4thfloor,
containing 1,876 sq. fl. Base Rent of
$22.50/sq..ft., on month-to-month basis, with 60
day termination notice. No response from Tenant
found in file.
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (Suite 500) (3/l/92 - 2/28/02)
--------------------------------------------------
(T) Right of First
Refusal: Premises: Any space on 5th floor ("Option Space")
If during initial term LL receives a letter of
intent from 3rd party to lease Option Space and
provided LL would be willing to lease such space
upon terms set forth in letter of intent, LL shall
deliver a statement as to the material terms of
such letter of intent to Tenant, and Tenant shall
have seven (7) business days therefrom to elect to
lease such Option Space at same Base Rent and upon
same terms as contained in letter of intent.
If Tenant does not exercise, LL shall be free to
lease such Option Space to 3rd party on
substantially the same terms as are set forth in
letter of intent.
Forensic Technologies International, Inc. (Suite 600) (9/l/93 - 8/31/98)
-------------------------------------------------------------- --------
(T) Right of First
Refusal: Premises: 6th floor space contiguous to premises
("Offer Space")
- If during initial term LL receives a letter of
intent from any 3rd party to lease the Offer Space
and provided LL would be willing to lease such
space on terms set forth in the letter of intent,
LL shall deliver a copy of letter of intent to
Tenant, and Tenant shall have 5 business days to
elect, via written notice to LL, to lease said
Offer Space at the same Base Rent and upon same
terms and conditions contained in letter of intent.
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
- If Tenant does not exercise, Tenant shall be
deemed to have waived its rights hereunder, and LL
shall be free to lease such space to such 3rd party
or any other party on substantially the same terms
as are set forth in letter of intent.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ (11th and 12th Floors - 34,659 sq. ft.) (3/l/83 -
--------------------------------------------------------------------------
2/28/98
-------
(T) Right of First
Offer: Premises: (i) and space on 1Oth floor; and (ii)
10,996 sq. ft. on 2nd floor per Exhibit B (see
attached). Such premises are collectively called
"Option Space".
Prior to leasing any Option Space to any other
tenant (other than tenants currently having any
rights with respect to such space), LL shall offer
such Option Space to Tenant, such offer to be made
in written notice specifying Base Rent (current
market rent) and the date on which such Option
Space would be made available to Tenant. Tenant
must exercise within 5 days at Base Rent specified
in LL notice. Space to be taken "as is", with no
tenant improvement allowance.
If not exercised, LL shall be free to lease such
Option Space to any other party on whatever terms
and conditions it deems appropriate.
Carnow, Conibear & Associates, Ltd. (▇▇▇▇ ▇▇▇▇▇) (9/15/85 - 12/31/03)
---------------------------------------------------------------------
(T) Right of First
Refusal: In the event LL receives an executed letter of
intent or other memorandum of agreement from a
prospective tenant for any available space on the
14th floor, LL shall deliver notice of such
prospective lease to Tenant offering Refusal Space
to Tenant upon same terms and conditions as
contained in such letter of intent. Tenant shall
have 10 business days to lease such Refusal Space.
If Tenant fails to respond within 10 business days,
Tenant shall be deemed to have waived its rights
and LL shall be, subject to Tenant's expansion
options, free to lease such Refusal Space.
Facility Capital Corporation (▇▇▇▇ ▇▇▇▇▇) (9/10/93 - 5/14/99)
-------------------------------------------------------------
(1) Right of First
Refusal: Premises: 1,780 sq. ft. on 17th floor as
highlighted on Exhibit "A" to lease (see attached)
("Option Space")
If at any time during Initial Term of lease, LL
shall receive an executed letter of intent from any
3rd party containing specific terms to lease the
Option Space, and provided LL would be willing to
lease such space upon the terms set forth in letter
of intent, LL shall deliver written notice of such
letter of intent to Tenant, and Tenant shall have
10 business days to elect to lease such Option
Space at the Base Rent set forth below and at the
terms and conditions herein contained.
If Tenant exercises, LL shall deliver possession to
Tenant on 60th day following LL's receipt of
Tenant's notice electing to lease such Option Space
(the "Addition Date").
Page 2
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
If Tenant does not exercise, LL shall be free to
lease such Option Space to such 3rd party or any
other party. If LL and such third party thereafter
shall fail to enter a lease within 180 days or if
LL thereafter elects to lease Option Space to 3rd
party on terms that are materially different from
those contained in letter of intent, LL shall first
offer Option Space to Tenant pursuant to any such
new terms and Tenant shall again have the right to
lease such Option Space, upon IO business days
notice to LL. Base Rent for Option Space is
dependent upon the timing of the Addition Date and
is to be calculated as follows:
Addition Date Between Rent/SF Total Rent Term
--------------------- ------- ---------- ------------------------
5/15/94 - 5/14/96 $1.00 $1,780.00 thru end of initial term
5/15/96 - 5/14/97 $2.00 $3,560.00 thru end of initial term
5/15/97 - 5/14/98 $3.00 $5,340.00 thru end of initial term
5/15/98 - 5/14/99 $4.00 $7,120.00 thru end of initial term
Pro-rata share shall increase accordingly. Base
Rent for the Option Space shall be abated from
9/10/93 - 9/9/94, and space shall be taken "as is".
▇▇▇▇ ▇▇▇▇▇▇▇ & Weinbery- (1700 & 1800) (11/l/95 - 4/30/08)
----------------------------------------------------------
(T) Right of First
Offer: Provided Tenant is not in default and occupies at
least 80% of Premises for its own use and subject
to the rights of Facility Capital Corporation on
1,780 sf on the 17th floor, Tenant shall have a
ROFO on all space that becomes available on the
17th and 18th floor. Prior to LL leasing any such
space, LL shall notify Tenant of the terms LL is
offering. Tenant shall have 14 business days to
accept under the terms outlined in the offer. If
Tenant does not accept or does not execute an
amendment within 20 days adding such space, LL is
then free to lease such space to third parties;
however, if terms are less favorable to LL by more
than 10%, Tenant must be offered those terms.
Tenant shall have 5 business days to accept such
revised terms.
Per Agreement dated 11/10/95, Tenant has waived its
ROFO as it relates to the lease with Rose &
Associates Office Group. In exchange for this
waiver, Rose agrees that, upon not less than 6
months notice from Tenant, Rose shall vacate its
premises and assign the Rose lease to Tenant. The
effective date of such assignment shall not be
prior to 11/ 1/97, and LL's consent shall be
required.
Barack, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & Perlaman (27th and 28th Floors) (10/2/88 -
---------------------------------------------------------------------------
6/30/03)
--------
(T) Right of First
Offer: If LL intends to lease any part of 28th floor (the
"Offering Space") to any other tenant, LL must
offer space to Tenant via written notice
specifying:
- base rent, escalation charges and other material
items, including concessions at which LL would be
willing to lease such space to prospective tenants;
and
-the date which such Offering Space will be made
available to Tenant.
Page 3
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
-Tenant shall have 10 business days to accept
space, at noted terms, by notice to LL in writing.
If Tenant accepts, such space becomes part of the
premises and is subject to paragraph 37 (Personal
Liability of Tenants Partners).
- If Tenant does not accept, LL shall be free to
lease Offering Space to any other party on
substantially same terms offered to Tenant provided
that if LL does not certify to Tenant that Offering
Space has been leased to a third party within 180
days, LL shall again be obligated to offer such
Offering Space to Tenant. Tenants waiver of rights
to Offering Space shall not affect Tenant's
Expansion Options.
Tenant's rights to leasing the Offering Space
subject to the following:
(i) Offering Space will be accepted by Tenant "as
is", except for allowances noted in LL notice; &
(ii) During the twelve (12) months after any
Expansion Option (See Tenants Right to Expand
comments above) has been waived, canceled or
expired with respect to such Offering Space, Tenant
shall not have any rights of first offer with
respect to such Offering Space unless such space is
being offered to a third party at terms more
favorable then available to Tenant under Tenant's
Expansion Options.
Ameritech Health Connections, Inc. (▇▇▇▇ ▇▇▇▇▇) (6/l/93 - 5/31/00)
-------------------------------------------------------------------
(T) Right of First
Refusal: Subject to the prior rights of the Federal Home
Loan Mortgage Company with regards to the space on
the 29th floor.
If LL enters into a letter of intent for space on
the 29th floor, LL shall notify Tenant of such
"Option Space" and all of the basic business terms
in said letter of intent. Tenant has 10 business
days to accept on such terms.
If Tenant does not exercise, or if LL and Tenant do
not enter into an amendment for such Option Space
within 14 days after Tenant exercises, LL may lease
said Option Space to any other party, free of
Tenant's rights hereunder.
▇▇▇▇ & Company, Inc. (▇▇▇▇ ▇▇▇▇▇) (11/14/94 - 11/13/05)
-------------------------------------------------------
(T) Right of First
Offer: If at any time prior to the 84th month during the
term, LL decides to lease the Additional Space with
respect to space for which Tenant has not yet
exercised its Expansion Option, LL shall notify
Tenant. Tenant shall have 15 days to notify LL that
it will lease the entire Additional Space set forth
in LL's notice. Tenant improvements shall be at the
rates set forth in Schedule 2 (see attached) for
Additional Space leased prior to the 60th month of
the term, and thereafter at the rate set forth in
LL's notice. If Tenant does not exercise, Tenant
shall have no further rights and LL shall be free
to lease such space provided that if LL does not
enter into a lease for such Additional Space within
I year after Tenant's rejection or if such lease
terminates before the 84th month of the Term, such
Additional Space will again be subject to the first
offer rights.
Page 4
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
▇▇▇▇ Nuveen & Co., Incorporated (▇▇▇▇ ▇▇▇▇▇) (TBD - 2/29/00)
------------------------------------------------------------
(T) Right of First
Offer: At any time prior to 3/1 /00, if LL commences
negotiations with a third party for leasing of any
portion of the 30th floor (other than space subject
to the rights of ▇▇▇▇ & Company, Inc.) LL must
notify Tenant of location, size, Base Rent and
commencement date (not to be earlier than 30 days
after notice). Tenant shall have 10 days to accept
space. If Tenant does not accept, LL may rent such
space to the third party. If LL does not rent this
space to such third party or such third party term
ends, the space shall again become subject to
Tenant's ROFO. Base Rent shall be the then current
market rental.
Page 5
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Summary of Options to Renew
As of: August 15, 1997
MCI Metro Access Transmission Services, Inc. (8/l/95 - 7/31/99)
---------------------------------------------------------------
(T) Option to Renew: Automatic renewal for two 4-year terms (8/l/99 -
7/31/03 & 8/l/03 7/31/07) with rent at the Fair
Telecommunications Market Rate.
Pepi Corporation d/b/a Alonti (Lobby) (11/15/95 - 11/30/05)
-----------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (12/l/05 -11/30/10),
upon notice to LL by 1 1/3 0/04. Rent shall be
100% of market, but not less than the aggregate
Rent payable by Tenant for the last lease year of
the initial term.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Group, Inc. (▇▇▇ ▇▇▇▇▇) (7/l/94 - 6/30/99)
--------------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew, upon notice to LL between
I/l/98 - 8/31/98.
Rent shall be 100% of market. Tenant shall have right
to nullify its exercise of option by notice to LL
within 10 business days of LL's market rent notice to
Tenant (which LL's notice shall be given after
Tenants exercise of option but not later than 6
months prior to commencement of renewal period).
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (Suite 500) (3/l/92 - 2/28/02)
--------------------------------------------------
(T) Option to Renew: One 5-year option to renew (3/l/2002 - 2/28/2007),
with notice to LL not earlier than 15 months
(12/l/2000) or later than 12 months (3/l/2001). Base
Rent shall equal greater of (i) 95% of market; and
(ii) annual Base Rent payable by Tenant during the
last year of the Initial Term.
Tenant's notice that they wish to renew shall also
contain Tenant's determination of fair market rental
for such renewal period. Within 30 days after receipt
of Tenant notice, LL shall notify Tenant that it
either accepts Tenant's estimate of Fair Market Rent
or deliver LL's determination of Fair Market Rent. If
LL's estimate is not more than 110% of Tenant's
estimate, Fair Market Rent shall be the average of
the two estimates. If the difference is greater than
110%, LL and Tenant will commence negotiations to
determine Fair Market Rent. If no agreement is
reached within 30 days of LL's estimate notice,
Tenant may elect, by delivery of notice to LL within
said 30 day period, either to (i) withdraw its
exercise of renewal option; or
(ii) have Fair Market Rent determined via appraisal.
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
Forensic Technologies International, Inc. (Suite 600) (9/l/93 - 8/31/98)
------------------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (9/l/1998 - 8/31/2003,
assuming9/l/93 lease commencement date), with notice
to LL by 12/l/1997. Rent shall equal 100% of market.
LL to notify Tenant of Base Rent during renewal term
by 1/l/98. Tenant shall have right to nullify its
exercise of option by notice to LL within 30 days of
LL's notice to Tenant of rental terms.
Arbor Office Suites - 333 L.P. (▇▇▇ ▇▇▇▇▇) (4/l/85 - 3/31/02)
-------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (4/l/2002 - 3/31/2007),
with 15 months notice to LL (1/l/2001). Base Rent to
equal 100% of market. LL to deliver certificate
identifying Base Rent (including escalation) during
renewal term, at least 10 months prior to commencement
of renewal term (6/l/200 1).
Nyhan, Pfister, ▇▇▇▇▇▇▇▇ & Kinzie, P.C. (▇▇▇ ▇▇▇▇▇) (2/l/92 - 1/31/02)
----------------------------------------------------------------------
(T) Option to Renew: Two 5-year options to renew (2/l/2002 - 1/31/2007 and
2/l/2007 1/31/2012), with 12 months notice to LL
(2/l/2001 and 2/l/2006, respectively). LL to deliver
certificate specifying Base Rent at lease 7 months
prior to commencement of renewal term (7/l/2001 and
7/l/2006, respectively).
Base Rent shall be 90% of market for each renewal
term. In no event shall Base Rent for applicable
renewal term be less than Base Rent in effect during
last year of initial term or First Renewal Term, as
applicable.
If Tenant objects to Base Rent and LL and Tenant
cannot agree on same, Tenant may cancel its election
to renew in notice to LL given within 30 days of LL's
notice specifying Base Rent.
Carnow, Conibear & Associates, Ltd. (▇▇▇▇ ▇▇▇▇▇) (9/15/85 - 12/31/03)
---------------------------------------------------------------------
(T) Option to Renew: Two 5-year options to renew (1/l/04 - 12/31/08 and
I/l/09 - 12/31/13) upon notice to LL between 1/l/02 -
12/31/02 and 1/l/07 - 12/31/07, respectively. The Base
Rent shall be 95 % of the Fair Market Rental. Each
renewal notice shall contain Tenant's determination of
the Fair Market Rental. The Base Rent shall be 95 % of
the Fair Market Rental. LL shall have 30 days to
accept Tenant's determination of Fair Market Rental
Rate or deliver LL's determination of the Fair Market
Rental Rate. If LL's estimate exceeds Tenant's, Tenant
and LL shall negotiate the Fair Market Rental. If an
agreement cannot be reached within 60 days from date
of LL's estimate the rate shall be determined per the
appraisal process described in the 1st Amendment.
Page 2
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
Tetra Pak, Inc. (15th & 16th Floors) (9/l/91 - 8/31/01)
-------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (9/l/2001 - 8/31/2006),
with 14 months notice to LL (7/l/2000). Base Rent
shall equal 100% of Market. LL to deliver certificate
specifying Base Rent during renewal term, at least 12
months prior to commencement of renewal term
(9/l/2000).
If Tenant objects to Base Rent specified by LL, Tenant
may cancel its election to renew via notice to LL
within 30 days of LL's notice to Tenant specifying
such Base Rent.
Grosvenor Capital Management, L.P. (▇▇▇▇ ▇▇▇▇▇) (3/l/93 - 5/31/99)
------------------------------------------------------------------
(T) Option to Renew: Two 3-year options to renew (6/l/1999 - 5/31/2002 and
6/l/2002 5/31/2005), with 12 months notice to LL
(6/l/1998 and 6/l/2001, respectively). LL to deliver
certificate specifying Base Rent and escalations
(equal to 100% of market for each renewal term) not
later than 9 months prior to end of then current term.
If Tenant objects with LL's determination of rent, and
LL and Tenant cannot agree on rental rate, Tenant
shall have the right to (i) cancel its exercise; or
(ii) elect to have rent determined by appraisal, in
written notice to LL not later than 30 days after
delivery of LL's notice specifying such rent.
▇▇▇▇▇▇ & ▇▇▇▇▇ (Suite 1650) (4/15/89 - 2/28/01)
-----------------------------------------------
(T) Option to Renew: One 5-year option to renew (3/l/01 -2/28/06) upon
notice to LL between 9/l/99 - 5/31/00. Base Rent shall
be 100% of Fair Market Rental. Tenant's renewal notice
shall contain Tenant's determination of Fair Market
Rental. Within 30 days after receipt of Tenant's
renewal notice, LL by notice to Tenant shall either
accept Tenant's estimate of Fair Market Rental or
deliver LL's determination of Fair Market Rental. If
LL's estimate exceeds Tenants, LL and Tenant will
commence negotiations to determine Fair Market Rent.
If not agreed upon within 30 days after delivery of
LL's notice, the Fair Market Rent, if Tenant elects by
delivering notice of such election within 5 days
following the negotiation period, shall be determined
by appraisal.
Facility Capital Corporation (▇▇▇▇ ▇▇▇▇▇) (9/10/93 - 5/14/99)
------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (5/15/99 - 5/14/04), with
notice to LL by 9/l/1998 (such notice shall also
contain Tenant's estimate of fair market rent). LL
shall notify Tenant by 9/21/98 that LL either (i)
accepts Tenant's rent estimate or (ii) deliver LL's
Fair Market Rent estimate. Rent shall equal 100% of
market.
Page 3
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
If LL's estimate exceeds Tenant's estimate, LL and
Tenant will commence negotiations for fair market
rent. If no agreement has been reached within 30 days
after delivery of LL's estimate, the fair market rent,
if Tenant elects by notice to LL within 5 days (after
30 day period), shall be determined by appraisal.
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (1700 & 1800) (11/l/95 4/30/08)
-------------------------------------------------------
(T) Option to Renew: Provided Tenant occupies at least 80% of the rsf for
its own use, Tenant may renew for one 5- year period
(5/l/08 - 4/30/13) upon notice to LL by 4/30/07. Rent
shall be the greater of (i) Base Rent payable in the
last year of original term (ii) or 95% of Market. LL
shall deliver notice of market within 45 days of
Tenant's notice, not to be later than 6/30/07.
Skadden, Arps, Slate, Meazher & ▇▇▇▇ (19th & 20th Floors) (12/5/88 - 4/30/2000)
-------------------------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (5/l/2000 - 4/30/2005),
with 18 months notice to LL (10/31/98). LL to deliver
certificate specifying Base Rent (equal to 100% of
market) within 60 days after receipt from Tenant of
its election to renew. Upon receipt of fair market
rent notice from LL, Tenant shall have (i) 90 days to
withdraw exercise of option; or (ii) 10 business days
to state what Tenant believes fair market rent should
be and request binding arbitration of fair market
rent.
Must be renewed in conjunction with renewal of all
spaces covered by Additional Leases (defined as
Sublease dated 5/l/85, as amended by First Amendment
of Sublease dated 6/30/88). Upon renewal, all
Additional Lease space shall be deemed part of the
premises hereunder.
National Equity Advisors, Inc. (Suite 2070) (1/l/95 - 12/31/99)
---------------------------------------------------------------
(T) Option to Renew: One 5-year period (1/l/00 - 12/31/04) upon notice to
LL 14 months prior to expiration (10/31/98). Base rent
shall be equal to the then current market rent as set
forth in LL's notice delivered to Tenant at least 13
months prior to expiration (9/30/98). In the event
Tenant objects to the Base rent and LL and Tenant
cannot agree on the Base Rent, Tenant may (i) cancel
its election to extend the term (ii) accept LL's
determination of Base Rent or (iii) submit Base rent
to arbitration. Tenant shall respond within 30 days of
LL's notice, or be deemed to have accepted LL's
determination.
Federal Home Loan Mortgage Corporation (▇▇▇▇ ▇▇▇▇▇) (2/l/86 - 4/30/99)
----------------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (5/l/1999 - 4/30/2004),
with no earlier than 24 months notice (5/l/1997) and
no later than 12 months notice (5/l/98) to LL. Base
Rent shall be 100% of market. LL to deliver
certificate specifying Base Rent during renewal term
within 30 days of Tenant's notice.
Page 4
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
If LL and Tenant cannot agree on Base Rent within 30
days after LL's notice specifying such Base Rent,
Tenant shall have right, within 30 days after
expiration of said 30 day period, either (i) to
withdraw its exercise of renewal option; or (ii)
require fair market rent to be determined by
appraisal.
Tenant may not exercise the renewal option in regard
to the 5th Amendment Expansion Space only. However,
Tenant may elect to exercise the renewal option to the
25th floor solely or in conjunction with the 5th
Amendment Expansion Space.
Barack, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & Perlaman (27th and 28th Floors) (10/2/88 -
---------------------------------------------------------------------------
6/30/03)
--------
(T) Option to Renew: One 5-year option to renew (7/l/2003 - 6/30/2008),
with notice to LL by 12/31/2001. Base Rent shall be
100% of market including rental escalations. LL to
deliver certificate identifying Base Rent and any flat
rate or indexed escalation for the renewal term to
Tenant on or before 5/31/2002.
If Tenant objects to such rent, it may cancel its
option to renew via notice to LL by 6/30/2002.
Notwithstanding the foregoing, Base Rent due with
respect to the 27th floor only, for the first 3 months
of the extended term, shall be equal to the same rate
as the Base Rent with respect to the 27th floor during
the last month of the original term of lease.
Association of American Railroads (▇▇▇▇ ▇▇▇▇▇) (1/25/88 - 10/31/97)
-------------------------------------------------------------------
(T) Option to Renew: (Notification Date has elapsed) Subject to the rights
of ▇▇▇▇ Nuveen & Co. and Ameritech Health Connections.
One 1 -year option to renew (1 1/l/97 - 10/31/98) at
market rent. Tenant shall notify LL between 10/l/96
and 1/31/97 of intent to renew. LL shall notify Tenant
by 5/l/97 the Base Rent during the Renewal Period.
Tenant shall have ten (10) days thereafter to nullify
its exercise.
Ameritech Health Connections, Inc. (▇▇▇▇ ▇▇▇▇▇) (6/l/93 - 5/31/00)
------------------------------------------------------------------
(T) Option to Renew: Two 3-year options to renew (6/l/2000 - 5/31/2003 and
6/l/2003- 5/31/2006, assuming a 6/l/93 start date),
with 9 months notice to LL (9/l/1999 and 9/l/2002,
respectively). Base Rent shall be 100% of market,
including any increases thereto, whether by CPI or
other methods. LL to deliver certificate indicating
market terms within 45 days after receipt of Tenant
notice. If LL and Tenant can not agree on terms,
Tenant may cancel renewal election by notice to LL
within 30 days of receipt of terms from LL.
Page 5
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
▇▇▇▇ & Company, Inc. (▇▇▇▇ ▇▇▇▇▇) (11/14/94 - 11/13/05)
-------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (I 1/14/05 - 11/13/10),
upon 14 months notice to LL (i.e.,by 9/13/03)
Base Rent shall be equal to 100% of market. LL shall
notify Tenant of Base Rent at least 12 months prior to
commencement of renewal term. Within 30 days, Tenant
may accept rent, cancel option to renew, or submit
Base Rent to arbitration.
Subject to the rights of ▇▇▇▇ Nuveen Co., Inc. with
respect to the Premises (LL shall notify Tenant by
10/l/04 if Nuveen exercises its rights with respect to
Premises). Expansion rights are not applicable during
renewal term.
▇▇▇▇ Nuveen & Co., Incorporated (▇▇▇▇ ▇▇▇▇▇) (TBD - 2/29/00)
------------------------------------------------------------
(T) Option to Renew: The Renewal Option for Tenant's space on Floors 31 -36
shall not apply to the 30th floor space.
If Tenant exercises its first renewal option for
floors 31- 36, Tenant shall have the right to lease
the balance of the 30th floor other than the Bain
Space and the 30th floor Additional Space. Tenant
shall exercise such right at same time it exercises
its first renewal option (i.e., by 11/30/98). If
exercised, commencing 3/l/00, such expansion space
shall become part of the Premises in the same terms as
determined pursuant to the First Renewal Option.
▇▇▇▇ Nuveen & Co., Incorporated (Floors 31 - 36) (3/l/85 - 2/29/2000)
---------------------------------------------------------------------
(T) Option to Renew: Two 5-year options to renew (3/l/2000 - 2/28/2005 &
3/l/2005 2/28/2010), with 15 months notice to LL
(11/30/98 and 11/30/2003, respectively). Base Rent
shall be 100% of market as of the commencement of each
renewal term. LL to deliver certificate specifying
Base Rent at least one-year prior to the commencement
of each renewal term (3/l/99 and 3/l/2004,
respectively). If LL and Tenant can not agree on
terms, Tenant may cancel renewal election by notice to
LL within 30 days of receipt of notice from LL
specifying Base Rent.
Page 6
97634830
AUG 2 8 1997
PREPARED BY AND WHEN
RECORDED RETURN TO:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Prudential Loan No. ▇-▇▇▇-▇▇▇
ASSIGNMENT OF LEASES AND RENTS
------------------------------
THIS ASSIGNMENT is made as of this 27th day of August, 1997, by and from
----- ------
OVERSEAS PARTNERS (333), INC., an Illinois corporation "Assignor"), to and for
the benefit of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey
("Assignee").
RECITALS:
---------
A. Assignor is the owner of certain real property located in ▇▇▇▇ County,
State of Illinois more particularly described in Exhibit A attached hereto
("Property").
B. Assignor has executed and delivered to Assignee a promissory note
("Note") of even date herewith in the original principal amount of SIXTY-FIVE
MILLION DOLLARS ($65,000,000.00) and Assignor has executed and delivered to
Assignee a Mortgage, Security Agreement and Fixture Filing ("Mortgage") of even
date herewith and recorded contemporaneously herewith, securing, among other
things, the obligations of Assignor under the Note and the Mortgage
("Obligations").
C. Assignor desires to transfer and assign -to Assignee, absolutely and
unconditionally, all of its right, title and interest in, to and under the
leases described in Exhibit B attached hereto and by this reference incorporated
-------
herein, and any and all other leases, subleases, lettings and licenses of or
affecting the Property that may hereafter be entered into and all amendments,
extensions, modifications, replacements or renewals thereof (collectively,
"Leases"), and (a) the rents, income and profits due, or to become due
thereunder, and (b) the right to enforce, whether at law or in equity or by any
other means, all provisions thereof, and all claims of any kind that Assignor
may have against lessees under the Leases or any subtenants or occupants of the
Property (collectively, "Lessees") including, without limitation, any guarantees
of the obligations owed Assignor thereunder (the items described in clauses (a)
and (b) being hereinafter collectively called "Rents"). Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Mortgage.
AGREEMENT:
----------
NOW, THEREFORE, as an inducement for the making of the loan evidenced by
the Note and secured by the Mortgage, Assignor hereby represents, covenants and
agrees as follows:
1. Assignment. Assignor hereby absolutely and unconditionally transfers,
----------
sets over and assigns to Assignee all right, title and interest of Assignor in,
to and under (a) the Leases and (b) the Rents. This Assignment is intended to
be and is an absolute present assignment from Assignor to Assignee and not the
mere passage of a security interest or a provision of additional security;
provided, however, that Assignor shall have a license to collect, except as
hereinafter provided, the Rents accruing by virtue of the Leases as they
respectively become due ("License"), but not in advance, and to enforce the
agreements of the Leases. Such License may be revoked, at Assignee's option, in
the event there occurs an Event of Default or breach by Assignor under any of
the terms, covenants or provisions of the Obligations, the Note, the Mortgage,
this Assignment or any other Loan Documents (as defined in the Mortgage).
Assignor covenants and agrees, however, that in exercising its License it shall
hold any and all such Rents in trust for the benefit of Assignee and shall apply
the same in payment of its Obligations, and in accordance with the Loan
Documents.
2. Assignee as Creditor of Lessee. Assignee, and not Assignor, shall be
------------------------------
the creditor of the Lessees in respect of assignments for the benefit of
creditors and bankruptcy, reorganization, insolvency, dissolution or
receivership proceedings affecting any such Lessee. Assignee, however, shall
not be the party obligated to make timely filings of claims in such proceedings
or to otherwise pursue creditor's rights therein. Assignee shall have the
option to apply any monies received by it as such creditor to the reduction of
the principal of or the premium, if any, or interest on the Obligations.
3. Default Remedies of Assignee. Upon an Event of Default and until such
-----------------------------
Event of Default shall have been fully cured, Assignor's License to collect
Rents shall immediately cease and terminate. Assignee shall thereupon be
authorized at its option to enter and take possession of all or part of the
leased premises, and to perform all acts necessary for the operation and
maintenance of such premises in the same manner and to the same extent that
Assignor might reasonably so act. In furtherance thereof, Assignee shall be
authorized, but under no obligation, to collect the Rents arising from the
Leases, and to enforce performance of any other terms of the Leases including,
but not limited to, Assignor's rights to fix or modify rents, ▇▇▇ for possession
of the leased premises, relet all or part of the leased premises, and collect
all Rents under such new Leases. Assignor shall also pay to Assignee, promptly
upon any such default: (a) to the extent permitted by law, all rent prepayments
and security or other deposits paid to Assignor pursuant to any Lease assigned
hereunder; and (b) all charges for services or facilities or for escalation
which have theretofore been paid pursuant to any such Lease to the extent
allocable to any period from and after such default. Assignee after payment of
all proper costs, charges and any damages including, without limitation, those
payable pursuant to Paragraph 7 hereof, apply the net amount of such Rents to
---------
the sums then due to Assignee under the Obligations to the extent permitted by
law. Assignee shall have sole
2
discretion as to the manner in which such Rents are to be applied, the
reasonableness of the costs to which they are applied, and the items that will
be credited thereby.
4. Termination of Assignment. When Assignor pays Assignee for the full
-------------------------
amount of the indebtedness secured by the Mortgage and this Assignment, and such
payment is evidenced by a recorded satisfaction or release of the Mortgage, this
Assignment shall terminate and become void.
5. Notice to Lessee of Assignor's Default. Assignor hereby irrevocably
--------------------------------------
authorizes each Lessee, upon demand and notice from Assignee of Assignor's Event
of Default under the Obligations, the Mortgage, this Assignment or other Loan
Documents, to pay all Rents under the Leases to Assignee. Assignor agrees that
each Lessee shall have the right to rely upon any such notices of Assignee that
Lessee shall pay all Rents to Assignee, without any obligation to inquire as to
the actual existence of the default, notwithstanding any notice from or claim of
Assignor to the contrary. Assignor shall have no claim against any Lessee for
any Rents paid by Lessee to Assignee. Upon Assignor's cure of all Events of
Default, the Mortgage, this Assignment or other Loan Documents, Assignee may
give each Lessee written notice of such cure and, thereafter, until further
notice from Assignee, the Lessee shall pay the Rents to Assignor.
6. Assignment of Defaulting Assignor's Interest in Lease. If Assignor
------------------------------------------------
has defaulted under the Obligations, the Mortgage, this Assignment or other Loan
Documents, Assignee shall then have the right to assign Assignor's right, title
and interest in and to the Leases to any person acquiring title to the Property
through foreclosure or otherwise. Such assignee shall not be liable to account
to Assignor for the Rents thereafter accruing.
7. Indemnification of Assignee. Assignor hereby agrees to indemnify,
---------------------------
defend, protect and hold Assignee harmless from and against any and all
liability, loss, cost, expense or damage (including reasonable attorneys' fees)
that Assignee may or might incur under the Leases or by reason of this
Assignment other than liability, loss, cost, expense, or damage incurred as a
result of Assignee's gross negligence or willful misconduct. Such
indemnification shall also cover any and all claims and demands that may be
asserted against Assignee under the Leases or this Assignment. Nothing in this
paragraph shall be construed to bind Assignee to the performance of any Lease
provisions, or to otherwise impose any liability upon Assignee, including,
without limitation, any liability under covenants of quiet enjoyment in the
Leases in the event that any Lessee shall have been joined as party defendant in
any action to foreclose the Mortgage and shall have been barred thereby of all
right, title, interest, and equity of redemption in the Property. This
Assignment imposes no liability upon Assignee for the operation and maintenance
of the Property or for carrying out the terms of any Lease before Assignee has
entered and taken possession of the Property. Any loss or liability incurred by
Assignee, by reason of actual entry and taking possession under any Lease or
this Assignment or in the defense of any claims shall, at Assignee's request, be
reimbursed by Assignor. Such reimbursement shall include interest at the
Default Rate provided in the Note, costs, expenses and reasonable attorneys'
fees. Assignee may, upon entry and taking of possession, collect the Rents and
apply them to reimbursement for any such loss or liability. The provisions of
this
3
Paragraph 7 shall survive repayment of the Obligations and any termination,
-----------
satisfaction or foreclosure of this Assignment.
8. Assignor's Possession After Default. If Assignor is in possession of
------------------------------------
any portion of the Property not leased to third party Tenants and is not
required to surrender such possession hereunder upon an Event of Default,
Assignor shall pay monthly in advance to Assignee, on Assignee's entry into
possession pursuant to Paragraph 3 hereof, or to any receiver appointed to
---------
collect the Rents, the fair and reasonable value for the use and occupancy of
the Property or such part thereof as may be in the possession of Assignor. Upon
default in any such payment, Assignor shall forthwith vacate and surrender such
possession to Assignee or such receiver and, in default thereof, Assignor may be
evicted by summary or any other available proceedings or actions.
9. Representations and Warranties. Assignor hereby represents and
------------------------------
warrants to Assignee that: (a) Assignor is the absolute owner of the Leases,
with absolute right and title to assign the Leases and the Rents; and (b) the
Leases are valid and in full force and effect and have not been modified,
amended or terminated, or any of the terms and conditions thereof waived, except
as stated herein.
10. Lease Terminations and Modifications. Assignor may do the following
------------------------------------
with respect to Leases (a) Assignor may terminate any Lease (other than the
Lease of a Major Tenant or tenant leasing more than 24,000 square feet) which is
------
in default; (b) Assignor may amend any Lease (other than the Lease of a Major
Tenant or tenant leasing more than 24,000 square feet) provided the amendment
------
does not (i) increase the obligations of the landlord, (ii) decrease or
accelerate the rent, or (iii) decrease the term; and (c) Assignor may enter into
new Leases (or renew existing Leases) for premises of 24,000 square feet or less
------
provided each Lease satisfies the minimum leasing requirements as set forth in
the Mortgage and is on Assignor's standard form lease (approved by Assignee)
with no modifications that increase the obligations of the landlord. Except as
expressly provided in this Section 10 (or after obtaining Assignee's prior
written consent), Assignor shall not (i) amend or modify any Lease, (ii) extend
or renew (except in accordance with the existing Lease provisions, if any) any
Lease (iii) terminate or accept the surrender of any Lease except in accordance
with the terms of any Lease approved or deemed approved by Lender, (iv) enter
into any new Lease of the Property, or (v) accept any prepayment of rent,
termination fee, or any similar payment. Any attempt at cancellation,
surrender, termination, change, alteration, modification, assignment, pledge or
subordination of any Lease, other than as set forth herein, without the prior
written consent of Assignee, shall be null and void.
11. Further Assurances. Assignor shall execute and deliver to Assignee,
------------------
and hereby irrevocably appoints Assignee, its successors and assigns as its
attorney-in-fact to execute and deliver during the term of this Assignment, all
further instruments as Assignee may deem necessary to make this Assignment and
any further assignment effective. Assignor shall, upon demand, pay to Assignee,
or reimburse Assignee for the payment of, any and all costs and expenses
(including reasonable attorneys' fees) incurred in connection with the
preparation and recording of such instruments.
4
12. Transfer of Title to Lessee; Cancellation of Lease. Each Lease shall
--------------------------------------------------
remain in full force and effect, notwithstanding any merger of Assignor's and
Lessee's interest thereunder. Without Assignee's prior written consent,
Assignor shall not convey title to all or any part of the Property to any
Lessee. If Assignee's consent to any such conveyance is obtained, Assignor
shall not make any such conveyance without first requiring the Lessee, in
writing, to assume and agree to pay and perform the Obligations and the Mortgage
in accordance with the terms, covenants and conditions thereof, and to pay so
much of the purchase price as Assignee deems necessary in reduction of the
outstanding principal of the Obligations, in the inverse order of maturity,
which payment, if made during the period that the Obligations permit prepayment,
will include applicable prepayment premiums as set forth in the Obligations.
Any transfer of title to any Lessee must be performed in compliance with the
provisions of the Mortgage. In the event that any Lease permits cancellation
thereof on payment of consideration and said privilege of cancellation is
exercised, the payments made or to be made by reason thereof are hereby assigned
to Assignee to be applied, at the election of Assignee, to the Obligations and
interest thereon in whatever order the Lender shall choose in its discretion or
to be held in trust by Assignee as further security, without interest, for the
payment of the principal and interest required to be paid by the Obligations.
13. Lease Guaranties; Assignments of Leases; Alterations of Premises.
----------------------------------------------------------------
Assignor may do the following with respect to lease guaranties, assignments of
leases, and alterations of premises are as follows: (a) Assignor may terminate
any guaranties of any Lease (other than a guaranty of a Lease of a Major Tenant
or tenant leasing more than 24,000 square feet of the Property) which is in
default; (b) consent to any Lease assignment or subletting (other than the Lease
of a Major Tenant or tenant leasing more than 24,000 square feet) provided that
------
any such lease assignment or subletting does not (i) increase the obligations of
the landlord, (ii) decrease or accelerate the rent, or (iii) decrease the term.
Assignor may not, without the written consent of Assignee: (a) execute any other
assignment or pledge of the Leases, of any interest therein, or of any Rents, or
agree to a subordination of any Lease to any mortgage or other encumbrance now
or hereafter affecting the premises; or (b) permit a material alteration of or
addition to the Property by any Lessee, unless the right to alter or enlarge is
expressly reserved by Lessee in the Lease.
14. Assignor to Ensure Continued Performance under Leases. Assignor shall
-----------------------------------------------------
perform all of its covenants as Lessor under the Leases, and shall not permit
any release of liability of any Lessee or any withholding of rent payments by
any Lessee. Assignor shall promptly deliver to Assignee copies of any and all
notices of default Assignor has sent to any Lessee. Assignor shall enforce at
Assignor's expense any one or more of the Leases and all remedies available to
Assignor thereunder upon any Lessee's default in accordance with reasonable past
business practices. Assignor shall deliver to Assignee copies of all papers
served in connection with any such enforcement proceedings and shall consult
with Assignee, its agents and attorneys with respect to the conduct thereof;
provided that Assignor shall not enter into any settlement of any such
proceeding without Assignee's prior written consent (except in the case of a
settlement concerning a tenant which is (i) not a Major Tenant, or (ii) leasing
less than 24,000 square feet of the Property).
5
15. Changes in Obligation Terms. Notwithstanding any variation of the
----------------------------
terms of the Obligations and/or the Mortgage, including any increase or decrease
in the principal amount thereof or in the rate of interest payable thereunder or
any extension of time for payment thereunder or the release of any part of the
Property subject to the Mortgage, the terms of this Assignment shall remain
unmodified and in full force and effect.
16. Additions to and Replacement of Obligations. Assignee may take
---------------------------------------------
security in addition to the security already given Assignee for the payments of
the principal, premium and interest required to be paid in or by the Obligations
or release such other security, and may release any party primarily or
secondarily liable on the Obligations, may grant or make extensions, renewals,
modifications or indulgences with respect to the Obligations or the Mortgage and
replacements thereof, which replacements of the Obligations or the Mortgage may
be on the same terms as, or on terms different from, the present terms of the
Obligations or the Mortgage, and may apply any other security held by it to the
satisfaction of the Obligations, without prejudice to any of its rights
hereunder.
17. Additional Leases. Except as otherwise set forth in the Mortgage,
------------------
Assignor shall not enter into any additional Leases or renew any existing Leases
without the prior written consent of Assignee.
18. Exercise of Assignee's Rights and Remedies. Assignee's failure to
-------------------------------------------
avail itself of any of its rights under this Assignment for any period of time,
or at any time or times, shall not constitute a waiver thereof. Assignee's
rights and remedies hereunder are cumulative, and not in lieu of, but in
addition to, any other rights and remedies Assignee has under the Obligations,
the Mortgage and any other Loan Documents. Assignee's rights and remedies
hereunder may be exercised as often as Assignee deems expedient.
19. Severability. If any term of this Assignment or the application
-------------
hereof to any person or set of circumstances, shall to any extent be invalid or
unenforceable, the remainder of this Assignment, or the application of such
provision or part thereof to persons or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected thereby, and each
term of this Assignment shall be valid and enforceable to the fullest extent
consistent with applicable law.
20. Captions. The captions or headings at the beginning of each
----------
paragraph hereof are for the convenience of the parties only and are not part of
this Assignment..
21. Counterparts. This Assignment may be executed in two or more
-------------
counterparts, each of which shall be deemed an original, and all of which shall
be construed together and shall constitute one instrument. It shall not be
necessary in making proof of this Assignment to produce or account for more than
one such counterpart.
22. Notices. All notices or other written communications hereunder shall
--------
be deemed to have been properly given: (a) upon delivery, if delivered in person
or by facsimile transmission with receipt acknowledged; (b) one business day
after having been deposited for
6
overnight delivery with any reputable overnight courier service; or (c) three
business days after having been deposited in any post office or mail depository
regularly maintained by the U.S. Postal Service and sent by registered or
certified mail, postage prepaid, addressed as follows:
If to Assignor: Overseas Partners (333) Inc.
c/o Overseas Partners Capital Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Legal Department
with a copy to: Overseas Partners Capital Corp.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇ ▇▇▇▇
8 Par-la-Ville Road
▇▇▇▇▇▇▇▇, ▇▇ GX Bermuda
Attention: Legal Department
with a copy to: Katten, Muchin & Zavis
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
If to Assignee: The Prudential Insurance Company of America
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Vice President, Asset Management
Telephone: 770/▇▇▇-▇▇▇▇
Facsimile: 770/396-9426
with a copy to: ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
or addressed as such party may from time to time designate by written notice to
the other party.
23. Amendment, Modification or Cancellation of assignment. No amendment,
------------------------------------------------------
modification or cancellation of this Assignment or any part hereof shall be
enforceable without Assignee's prior written consent.
24. Governing Law. This Assignment shall be governed by and construed
-------------
in accordance with the laws of the state in which the Property is located.
7
25. Power of Attorney. Effective automatically upon the occurrence of an
------------------
Event of Default and Assignee's acceleration of the indebtedness and
continuously thereafter, and without the necessity of the execution of any
further documents or instruments, Assignor hereby constitutes and appoints
Assignee as Assignor's true and lawful attorney, coupled with an interest, in
the name, place and stead of Assignor:
(a) to collect, demand, ▇▇▇ for, attach, levy, recover and receive all
Rents due and payable by Lessees pursuant to the Leases and to give proper
notices, receipts, releases and acquittances therefor and after deducting
expenses of collection, to apply the net proceeds as a credit upon any
portion, as selected by Assignee, of the Obligations, notwithstanding that
the amount owing thereunder may not then be due and payable or that the
Obligation is adequately secured, and Assignor does hereby authorize and
direct such Lessees to deliver such payment to Assignee in accordance with
the foregoing; and
(b) to subject and subordinate at any time and from time to time, the
Leases, to the lien of the Mortgage or any other Loan Documents or any
other mortgage or deed of trust on or to any ground lease of the Property
or to request or require such subordination, where the Assignor otherwise
would have the right, power or privilege so to do. Assignor hereby ratifies
and confirms all acts that Assignee shall do or cause to be done by virtue
of the powers granted hereby and warrants that Assignor has not, on or at
any time prior to the date hereof, exercised any such right of
subordination under this clause (b) and covenants not to exercise any such
right except as may be required by Assignee. The power of attorney
hereunder granted is irrevocable and continuing, shall survive the
insolvency or dissolution of Assignor, and such rights, powers and
privileges shall be exclusive in Assignee, its successors and assigns so
long as any part of the Obligations shall remain unpaid.
26. No Mortgagee in Possession; No Other Liability. The acceptance by
-----------------------------------------------
Assignee of this Assignment, with all of the rights, power, privileges and
authority so created, shall not, prior to entry upon and taking of possession of
the Property by Assignee, be deemed or construed to: (a) constitute Assignee as
a mortgagee in possession nor thereafter or at any time or in any event obligate
Assignee to appear in or defend any action or proceeding relating to the Leases
or to the Property; (b) require Assignee to take any action hereunder, or to
expend any money or incur any expenses or perform or discharge any obligation,
duty or liability under the Leases; or (c) require Assignee to assume any
obligation or responsibility for any security deposits or other deposits
delivered to Assignor by Lessees and not assigned and delivered to Assignee.
Assignee shall not be liable in any way for any injury or damage to person or
property sustained by any person in or about the Property.
27. Successors and Assigns; Gender. The terms, covenants, conditions and
------------------------------
warranties contained herein and the powers granted hereby shall run with the
land, shall inure to the benefit of and bind all parties hereto and their
respective heirs, executors, administrators, successors and assigns, and all
subsequent owners of the Property, and all subsequent holders of the Note and
the Mortgage, subject in all events to the provisions of the Mortgage regarding
transfers of the Property by Assignor. In this Assignment, whenever the context
so requires,
8
the masculine gender shall include the feminine and/or neuter and the singular
number shall include the plural and conversely in each case. If there is more
than one party constituting Assignor, all obligations of each Assignor hereunder
shall be joint and several.
28. Expenses. Assignor shall pay on demand all costs and expenses
--------
incurred by Assignee in connection with the review of Leases, including the fees
and disbursements of Assignee's outside counsel.
29. Limitation on Personal Liability. Reference is hereby made to the
---------------------------------
portion of the Note entitled "Limitation on Personal Liability", which provision
is hereby incorporated herein by reference to the same extent as if it were set
forth herein.
30. WAIVER OF TRIAL BY JURY. ASSIGNOR HEREBY WAIVES, TO THE FULLEST
------------------------
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM FILED BY EITHER PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THIS ASSIGNMENT, OR ANY ACTS OR OMISSIONS OF
ASSIGNEE IN CONNECTION THEREWITH.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed by
its duly authorized representative as of the day and year first above written.
ASSIGNOR:
OVERSEAS PARTNERS (333), INC., an Illinois
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and CEO
9
STATE OF GEORGIA )
) ss.
COUNTY OF FORSYTH )
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a Notary Public in and for said County, in the
State aforesaid, DO HEREBY CERTIFY that the foregoing instrument was
acknowledged before me this 27thday of August by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as a duly
---- ------
authorized signatory of OVERSEAS PARTNERS (333), INC., an Illinois corporation,
on behalf of said corporation.
GIVEN under my hand and Notarial Seal this 27th day of August, 1997.
---- -------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
Notary Public
My Commission Expires:
12-12-2000
----------
10
EXHIBIT A
---------
Legal Description
-----------------
Parcel 1:
---------
Lots 7, 8 and 9 in Assessor's Division of Lots 1, 2, 3, 7 and 8 and the East 20
feet of Lot 6 in Block 21 in Original Town of Chicago in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Third Principal Meridian, in ▇▇▇▇ County, Illinois.
Parcel 2:
---------
the East 1/4 of Lot 6 and the West 1/4 of Lot 7 in Block 21 in Original Town of
Chicago, otherwise known as Lots 10 and 11 in Assessor's Division of Lots 1, 2,
3, 7 and 8 and the East 20 feet of Lot 6, all in said Block 21 in Original Town
of Chicago, in the City of Chicago, in ▇▇▇▇ County, Illinois.
Parcel 3:
---------
All of ▇▇▇ ▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇/▇ ▇▇ ▇▇▇ ▇ and the West 1/2 of the East 1/2 of Lot
6, all in Block 21 in the Original Town of Chicago, in ▇▇▇▇ County, Illinois.
Parcel 4:
---------
The East 1/4 of Lot I and that part of the vacated alley lying South and
adjoining said land in Block 21 in the Original Town of Chicago in ▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Third Principal Meridian, in ▇▇▇▇
County, Illinois.
Parcel 5:
---------
The West 1/2of the East 1/2 of Lot I and that part of the vacated alley lying
South and adjoining said land in Block 21 in Original Town of Chicago in the
South fractional 1/2 of ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the
Third Principal Meridian, in ▇▇▇▇ County, Illinois.
Parcel 6:
---------
Lots 3, 5 and 6 in Assessors Division of Lots 1, 2, 3, 7 and 8 and the East 20
Feet of Lot 6 in Block 21 in Original Town of Chicago in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Third Principal Meridian in ▇▇▇▇ County, Illinois.
Parcel 7:
---------
The East 1/2of Original Lot 8 in Block 21 in the Original Town of Chicago in the
South East 1/4 of ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Third
Principal Meridian, sometimes also described as:
▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇, ▇, ▇, ▇, ▇ and the East 20 feet of Lot 6
in Block 21 in Original Town of Chicago, in the South East 1/4 of ▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Third Principal Meridian, in ▇▇▇▇
County, Illinois.
Permanent Index Numbers: 17-09-412-013-0000 and 17-09-412-014-0000
Property Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT B
---------
DESCRIPTION OF LEASES
---------------------
B-1
▇▇▇▇▇▇ & ▇▇▇▇▇ ASSOCIATES ▇▇▇▇▇▇▇ ▇. GOOD REALTY, INC.
SUITE NO: 200 SUITE NO: 450
SqFt-RA 9522 SqFt-RA: ▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇
▇▇▇▇▇ ▇▇: 500 SUITE NO: 510
SqFt-RA. 20886 SqFt-RA: 3162
FORENSIC TECHNOLOGIES ARBOR OFFICE SUITES
INTERNATIONAL SUITE NO: 700
SUITE NO: 600 SqFt-RA: 24586
SqFt-RA 6410
NYHAN, PFISTER, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ COMPASS MANAGEMENT &LEASING
SUITE NO 810 SUITE NO: 880
SqFt-RA 8212 SqFt-RA: 2842
PERFORMANCE ANALYTICS, INC. JAMES, LAYTON INTERNATIONAL, INC.
SUITE NO: 1010 SUITE NO: 1050
SqFt-RA 10199 SqFt-RA: 2398
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ CARNOW, CONIBEAR & ASSOCIATES, LTD.
SUITE NO: 1100 SUITE NO: 1400
SqFt-RA 14513 SqFt-RA: 18818
FACILITY CAPITAL CORPORATION TETRA PAK, INC.
SUITE NO: 1750 SUITE NO: 1500/1620
SqFt-RA 3562 SqFt-RA: 34226
GROSVENOR CAPITAL MGMT, L.P. SKADDEN, ARPS, SLATE, ▇▇▇▇▇▇▇ & ▇▇▇▇
SUITE NO: 1610 SUITE NO: 1900/2050
SqFt-RA 2427 SqFt-RA: ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ AMERICAN ENTERPRISES URBAN INVESTMENT & DEVELOPMENT
SUITE NO: 2080 SUITE NO: 2000/2100/2200/2300/2400
SqFt-RA 2333 SqFt-RA: 94864
FEDERAL HOME LOAN MORTGAGE ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, CHTD.
SUITE NO: 2500 SUITE NO: 2600
SqFt-RA 25344 SqFt-RA: 25714
B-2
BARACK, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
SUITE NO: 2700/2850 SUITE NO: 2800
SqFt-RA 32278 SqFt-RA 11010
AMERITECH K.D.S. RAILINC/AAR
SUITE NO: 2900 SUITE NO: 2950
SqFt-RA 15612 SqFt-RA 10061
▇▇▇▇ NUVEEN & CO., INC. ECC, INC.
SUITE NO: 3100/3200/3300/3400/3500/3600 SUITE NO: BOX2ECC
SqFt-RA 113675 SqFt-RA 0
UPS METROPOLITAN FIBER SYSTEMS
SUITE NO: BOX1UPS SUITE NO: BOX4MET
SqFt-RA 0 SqFt-RA 0
FIRST CHICAGO BUILDING CORP. ▇▇▇▇▇▇ & ▇▇▇▇▇
SUITE NO: BOX3CASH SUITE NO: 1650
SqFt-RA 0 SqFt-RA 7663
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇ & COMPANY, INC.
SUITE NO: 1200 SUITE NO: 3000
SqFt-RA 34659 SqFt-RA 14996
NATIONAL EQUITY ADVISORS 2020 ASSOCIATES
SUITE NO: 2070 SUITE NO: 2020
SqFt-RA 3037 SqFt-RA 4533
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
SUITE NO: 1430 SUITE NO: 850
SqFt-RA 1798 SqFt-RA 1411
FEDERAL EXPRESS #12 KARAD DRUG CO., INC.
SUITE NO: BOX5FEDEX SUITE NO: L020
SqFt-RA 0 SqFt-RA 1200
BARACK, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ FEDERAL HOME LOAN MORTGAGE
SUITE NO: 2860 SUITE NO: 210
SqFt-RA 5043 SqFt-RA 9460
▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ MCI METRO
SUITE NO: 1700/1800 SUITE NO: BOX6MCI
SqFt-RA 25224 SqFt-RA 198
B-3
PEPI CORPORATION ROSE AND ASSOCIATES
SUITE NO: L010 SUITE NO: 1710
SqFt-RA 2439 SqFt-RA 3422
LINDA'S MAGIC NAILS KENWOOD ASSOCIATES, INC.
SUITE NO: M100 SUITE NO: 400
SqFt-RA 868 SqFt-RA 12130
VTEL CORPORATION SPECTRA/MARKET METRICS
SUITE NO: 1060 SUITE NO: 900
SqFt-RA 2410 SqFt-RA 14875
TELIGENT FIRSTCORP
SUITE NO: R100 SUITE NO: 240
SqFt-RA 0 SqFt-RA 1127
NATIONSCREDIT COMMERCIAL CORP. GROSVENOR CAPITAL MGMT, L.P.
SUITE NO: 1840 SUITE NO: 1600
SqFt-RA 3702 SqFt-RA 6984
GROSVENOR CAPITAL MGMT, L.P. BARACK, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
SUITE NO: 1605 SUITE NO: 2820
SqFt-RA 108 SqFt-RA ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL ▇▇▇▇ NUVEEN & CO., INC.
SUITE NO: 1015 SUITE NO: 3010
SqFt-RA 1391 SqFt-RA 4835
MANSON VENTURES, INC. CASTLE CREEK PARTNERS, LLC
SUITE NO: 1450 SUITE NO: 1410
SqFt-RA 1419 SqFt-RA 2185
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ TETRA PAK INC.
SUITE NO: M101 SUITE NO: 250
SqFt-RA 0 SqFt-RA 800
MACKELVIE & ASSOCIATES FACILITY CAPITAL CORPORATION
SUITE NO: 950 SUITE NO: 1730
SqFt-RA 3924 SqFt-RA 1518
B-4
EXHIBIT C
---------
TENANT PURCHASE OPTIONS, FIRST REFUSAL RIGHTS
---------------------------------------------
AND RIGHTS/OPTIONS FOR ADDITIONAL SPACE
---------------------------------------
C-1
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Summary of Options to Expand
As of: August 15,1997
▇▇▇▇▇▇ and ▇▇▇▇▇ Associates, Inc. (▇▇▇ ▇▇▇▇▇) (5/l/86 - 4/30/01)
----------------------------------------------------------------
(T) Option to Expand: (Notification Date has elapsed) Tenant had option to
expand into approximately 3,000 sq. ft. on 2nd floor,
effective 5/l/91 with notice to LL by 2/l/90. Option
not exercised.
▇▇▇▇▇▇▇ ▇. Good Realty, Inc. (▇▇▇ ▇▇▇▇▇) (2/l/87 - 11/30/991
------------------------------------------------------------
(T) Option to Expand: (Notification Date has elapsed) Tenant shall have the
option to expand between 1,633 and 2,209 sf of
contiguous space on the 4th Floor. Tenant must occupy
the entire Premises on both the date that Tenant
exercises the Expansion Option and on the Expansion
space Occupancy Date. Tenant may exercise Expansion
Option by giving written notice to LL by 2/15/97.
Within (60) days following LL's receipt of the
Expansion Space Notice, LL shall specify in a written
notice to Tenant the location, size, and
configuration of the Expansion Space. If Tenant
exercises Expansion Option, then commencing 7/l/97,
Expansion space shall be part of Premises except as
hereinafter provided: the annual base rent of the
Expansion Space shall be equal to the square foot
amount of then applicable rent times the rentable
area of the Expansion Space and pro-rate share shall
be adjusted for the Expansion Space.
Kenwood Associates, Inc. (Suite 400 & 460) (3/l/96 - 2/28/2002)
---------------------------------------------------------------
(T) Option to Expand: (Notification Date has elapsed) Tenant has the right
to expand between 2,635 and 3,525 contiguous rsf in
suite 470. The occupancy date shall be between
3/l/97-8/l/97 with 4 months prior notice. If Tenant
elects to take the $7.95/sf Expansion Allowance base
rent shall be $5.18/sf the first year growing at
3.65% every March 1st. If Tenant elects to take the
$2.65/sf Expansion Allowance the base rent shall be
the same per sf as the Premises. Pro-rata share shall
be adjusted to reflect Expansion Space.
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (Suite 500) (3/l/92 - 2/28/02)
--------------------------------------------------
(T) Option to Expand: Tenant has two (2) Expansion Options, as follows
(Notification Date has elapsed):
First Expansion Option:
-----------------------
- Premises: Approximately 3,500 sq. ft. (exact number
to be determined by LL) of contiguous space on 5th
floor, at location to be determined by LL. Exercise
Date: Notice from Tenant to LL by 3/l/95
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
- LL shall notify Tenant by 4/l/95 setting forth (i)
location and square footage of expansion space;
(ii) Base Rent; and (iii) effective date on which
LL shall deliver possession (which date shall be
between 9/l/95 9/l/96)
- Base Rent: same per sq. ft. amount as for original
premises, including increases.
- Tenant Improvements: $7.50/sq. ft.
- Pro-rata share: shall increase accordingly
Second Expansion Option:
------------------------
- Premises: Approximately 3,500 sq. ft. (exact number
to be determined by LL) of contiguous space on5th
floor, at location to be determined by LL. In any
event, such space shall include the area located
between the midrise elevator lobby on the 5th floor
containing approximately 507 sq. ft. Exercise Date:
Notice from Tenant to LL by 3/l/97
- Availability of Second Expansion Option is not
conditioned on exercise by Tenant of First
Expansion Option.
- LL shall notify Tenant by 4/l/97 setting forth (i)
location and square footage of expansion space;
(ii) Base Rent; and (iii) effective date on which
LL shall deliver possession (which date shall be
between 9/l/97 9/l/98)
- Base Rent: same per sq. fL amount as for original
premises, including increases.
- Tenant Improvements: $5.00/sq. ft.
- Pro-rata share: shall increase accordingly
LL shall have right to increase/decrease the
rentable area of either of the Expansion Premises
by not more than 20%, with notice to Tenant no
later than 6 months prior to the Effective Date
with respect to such expansion.
Forensic Technologies International, Inc. (Suite 600) (9/l/93 - 8/31/98)
------------------------------------------------------------------------
(T) Option to Expand: Premises: 2,000 sq. ft. (the exact square footage
to be determined by LL) in Building on the same
floor as and contiguous to premises at a location
on such floor to be designated by LL.
- Notice from Tenant to LL by 3/l/96
- If exercised, LL shall give written notice to
Tenant by 4/l/96 specifying; (i) exact location and
number of rentable sq. ft.; (ii) Base Rent, which
shall be computed as $6.00/sq. ft. net; and (iii)
the effective date on which LL shall deliver
possession of Expansion Space to Tenant (which date
shall be between 5/l/96 -1/l/97).
- LL may lease space to another tenant prior to the
expansion date
- LL may change the size of the rentable area of the
Expansion Space upon notice to Tenant by 4/l/96;
provided, LL shall not increase/decrease the
rentable area by more than 15%.
- Tenant improvements shall be $10.00/sq. ft.
- Pro-rata share shall be increased accordingly.
Page 2
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
Nyban, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. (▇▇▇ ▇▇▇▇▇) (2/l/92 - 1/31/02)
----------------------------------------------------------------------
(T) Option to Expand: Premises: 2,500 sq. ft. of space contiguous and on
the same horizontal plane to the Premises.
(Notification Date has elapsed)
- Effective Date: 2/l/96
- Notice: Either (i) 12/l/94 - 1/31/95 ("Early
Notice Period"); or (ii) 2/l/95
- 4/30/95 ("Late Notice Period")
- Base Rent: Same per sq. ft. rates as set forth for
original premises
- TI Allowance: $10.00/sq. ft.
- Pro-rata share: shall increase accordingly.
- If Early Notice Period, LL shall deliver to Tenant
notice by 2/28/95 ("LL's Expansion Notice") (a)
describing layout of Expansion Space; and (b)
setting forth whether there are any changes in (i)
square footage of Expansion Space; or (ii)
Effective Date. Tenant shall have 15 days to
provide notice to LL whether terms of LL's
Expansion Notice are acceptable to Tenant. If
Tenant rejects the terms, Tenant may withdraw it's
notice electing to expand. If withdrawn, Tenant
shall be precluded from exercising said option
during the Late Notice Period.
- If exercised during Late Notice Period, then on or
before 5/30/95 LL shall deliver to Tenant "LL's
Expansion Notice" which shall be binding on LL and
Tenant.
- LL may accelerate or defer the Effective Date by a
period of not more than 6 months by so notifying
Tenant at least 8 months prior to the Effective
Date (6/l/95), which notice shall state the new
Effective Date. LL shall maintain right to lease
Expansion Space to another tenant for a term not to
exceed the Effective Date of this Expansion Option.
- LL may increase/decrease the size of the Expansion
Premises by not more than 10% by so notifying
Tenant at least 8 months prior to the Effective
Date (6/l/95).
Spectra Marketing Systems, Inc. (Suite 900) (7/15/96 - 1/31/05)
---------------------------------------------------------------
(T) Option to Expand: Option A (Notification Date has elapsed);
--------
Tenant has the right to lease between 2,000 and
3,000 contiguous rsf on the 9th floor. Tenant must
give written notice to LL by 10/15/96. Within 60
days LL shall provide a written notice containing
the location site, configuration and the occupancy
date of the Expansion Space. The Occupancy Date
must be between 1/15/97 and 1/14/98. Rent will
be the same rate as then applicable rate for the
Original Premises. LL shall provide $23.00/sf for
Tenant Improvements. Expansion Space will become
part of the Premises and Pro-rata shall be adjusted
accordingly. If LL cannot deliver possession of the
expansion within six (6) months of LL's specified
Date, Tenant may rescind.
Option B:
---------
If Tenant does not exercise Expansion Option A,
Tenant may exercise Expansion Option B by giving
written notice to LL by 10/15/99. Within 60 days LL
shall provide a written notice containing the
location site, configuration and the occupancy date
of the Expansion Space. The Occupancy date must be
between 1/15/2000 and 1/14/2001. Rent will be
Page 3
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
the same rate as then applicable rate for the
Original Premises. LL shall provide $15.00/sf for
Tenant Improvements. Expansion Space will become
part of the Premises and Pro,-rata shall be
adjusted accordingly.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ (lltb and 12th Floors - 34,659 sq. ft.) (3/l/83 -
--------------------------------------------------------------------------
2/28/98)
--------
(T) Option to Expand: Tenant has three (3) expansion options, as follows
(Notification Dates have elapsed):
First Expansion Option (independent of 2nd & 3rd
----------------------
Options)
- Premises: 2,842 sq. ft. on 8th floor
- Effective Date: 6/l/90, 6/l/92 or 12/l/94 (first
availability based upon existing tenancies)
- Notice Date: 18 months prior to latest Effective
Date
Second expansion Option (independent of 1st and
-----------------------
3rd Options)
- Premises: 13,532 sq. ft. on 8th floor
- Effective Date: 7/l/90 or 11/l/94 (first
availability based upon existing tenancies)
- Notice Date: 18 months prior to latest Effective
Date
Third Expansion Option (independent of 1st and 2nd
----------------------
Options)
- Premises: 8,212 sq. ft on ▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇)
- Effective Date: 1 1/24/89 or 12/l/94 (first
availability based upon existing tenancies)
- Notice Date: 18 months prior to latest Effective
Date
All above described Expansion Options have the
following terms:
- Rent:100% of market. LL shall notify Tenant of its
determination of such FMV within 90 days of
Tenant's notice to LL exercising it's expansion
option. If Tenant and LL cannot agree on Base Rent,
Tenant may cancel its election to lease such
additional space in-written notice to LL within 30
days after LL's notice to Tenant specifying such
Base Rent.
- Tenant Improvements: None. Space to be taken "as
is" except LL shall make any repairs to such space
made necessary by fire or casualty.
- Pro-rata Share: To be increased accordingly.
NOTE: Based upon the 18 month Tenant notification
period, Tenants rights under these expansion
options have expired.
Carnow, Conibear & Associates, Ltd. (▇▇▇▇ ▇▇▇▇▇) (9/15/85 - 12/31/03)
---------------------------------------------------------------------
(T) Option to Expand: First Expansion option:
-----------------------
- Premises: 3,235 sq. ft. on ]4th floor (see
attached)
- Notice to LL: By 7/l/98.
- Effective Date: Between 10/l/98 and 7/l/99
(Landlord shall notify Tenant of Effective Date
within 30 days after exercise).
- Base Rent: Rate per sf for the remainder of
Premises, including increases.
Page 4
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
- Tenant Improvements: $20.00/sf (any unused
allowance shall be applied towards first rents
due).
Second Expansion Option:
------------------------
- Premises: 2,21 1 sf on 14th floor, currently leased
to Broker Investment Management (see attached).
- Notice to LL: By 3/15/01.
- Effective Date: Between 9/15/01 and 3/15/02
(Landlord shall notify Tenant of Effective Date
within 30 days after exercise).
- Base Rent: Rate per sf for remainder of Premises,
including increases.
- Tenant Improvements: None
NOTE: Second expansion rights are subject to the
rights of Broker Investment Management to exercise
its option to renew.
- LL may lease such space to other tenants prior to
Effective Date; however, if LL does not deliver
possession on or before 150th day following the
Effective Date, Tenant may withdraw exercise of
expansion option by delivering notice to LL by the
160th day following the scheduled Effective Date.
Tetra Pak, Inc. (15th & 16th Floors) (9/l/91 - 8/31/01)
-------------------------------------------------------
(T) Option to Expand: Tenant had option to expand into approximately
16,000 sq. ft. on either floor contiguous to
premises with notice to LL by 1/l/93. Not exercised
(T) Option to Expand: Tenant may expand into 1,500- 21000 sf on the 16th
floor, upon notice to LL between 9/l/96 - 9/8/97.
LL shall have 10 business days after receipt of
Tenants election to exercise to notify Tenant of
exact location and square footage and the effective
date ("Expansion Space Addition Date," which shall
between 12/l/97-9/l/98). The Base Rent shall be
equal to the then applicable fair market value
rent. If Tenant disagrees with LL's -determination
of the fair market value rent then Tenant may
cancel exercise of expansion option via notice to
LL within 30 days of LL's notice to Tenant
specifying Base Rent.
Option to expand is subject to the rights of ▇▇▇▇▇▇
▇▇▇▇▇ to lease the Expansion Space.
Grosvenor Capital Management. L.P. (▇▇▇▇ ▇▇▇▇▇) (3/l/93 - 5/31/99)
-------------------------------------------------------------------
(T) Option to Expand: (EXPIRED) Notice Date was between (3/l/96 -
5/31/96). Tenant did not exercise per Property
Manager.
▇▇▇▇▇▇ & ▇▇▇▇▇ (Suite 1650) (4/15/89 - 2/28/01)
-----------------------------------------------
(T) Option to Expand: Tenant may expand into 1,629 sf of additional space
that is contiguous with the eastern wall of the
Premises on the 16th floor (ie; Suite 1660), upon
Page 5
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
notice to LL by 9/l/97, such Expansion to be
effective 9/l/98.. The Base Rent shall be equal to,
and increase with, the then applicable rental rate
per sq. ft. for the Premises. Tenant shall receive
a T.I. allowance of $20.00/rsf of Expansion Space.
Facility Capital Corporation (▇▇▇▇ ▇▇▇▇▇) (9/10/93 - 5/14/99)
-------------------------------------------------------------
(T) Option to Expand: Premises: Same as Right of First Refusal ("ROFR")
space described above (1,780 sq. ft. - 17th floor).
- Available at any time during initial term, if
Tenant has not waived rights to such space pursuant
to ROFR above.
- Tenant shall exercise by giving written notice to
LL. LL shall give written notice to Tenant within
10 days following receipt of Tenant's notice
setting forth the date on which LL shall deliver
possession of the Option Space.
- Base Rent and tenant improvements described above
for the ROFR are applicable.
- LL retains the right to lease Option Space to
another tenant, subject to rights of Tenant
pursuant to ROFR.
▇▇▇▇ ▇▇▇▇▇▇▇ & Weinberp- (1700 & 1800) (II/l/95 - 4/30/08)
----------------------------------------------------------
(T) Put Space: Tenant shall lease approximately 3,500 sf (see
attached) on the 17th floor effective 12/l/98. LL
may reduce the size of the put space, but not less
than 3,000 sf, provided such decrease does not
destroy the contiguity to the Premises, in a way
that is reasonably acceptable to the Tenant. LL
shall notify Tenant by 8/l/98 as to the rentable
area to be included. Rent shall be the then
effective rate under the Lease and the pro-rata
share shall be appropriately adjusted. Tenant shall
receive an improvement allowance of $35.75/sf (up
to $6.00/sf may be applied to soft costs or rent as
described under Tenant Improvements on page 2).
LL may lease such space to another tenant for a
term ending on or prior to 9/l/98. LL shall not be
liable to Tenant in the event of tenant holding
over or other violation of the lease .
(T) Option to Expand: Provided Tenant is occupying 80% of Premises for
its own use, Tenant may expand into the additional
space as follows:
Expansion One:
--------------
Effective: 11/1/00
Notice: 11/l/99
Size: 5,000 sf on the 18th floor as highlighted on
Exhibit A-3 (see attached). LL may change the size
(not to decrease by more than 20% or increase) in a
manner reasonably satisfactory to Tenant upon
notice by 3/l/00
Rent: Same rate/sf as for existing Premises
Improvement Allowance: $25.00/sf with up to
$4.25/sf applied as outlined on page 2 of abstract
for unspent amounts.
Page 6
-------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
Expansion Two:
--------------
Effective: 11/l/03
Notice: 11/1/02
Size: 5,000 sf on the 18th floor as highlighted on
Exhibit A-3 (see attached). LL may change the size
(not to decrease by more than 20% or increase more
than reduction in 1st Option space) in a manner
reasonably satisfactory to Tenant upon notice by
3/l/03.
Rent: Same rate/sf as for existing Premises
Improvement Allowance:
$15.00/sf with up to $2.55/sf applied as outlined
on page 2 of abstract for unspent amounts.
LL may defer or accelerate the Addition Date up to
6 months upon notice at least 8 months prior to the
earlier of the Accelerated Date or the stated
Addition Date. LL may lease such space to another
tenant for a term expiring on or before the
Addition Date. LL shall not be liable to Tenant in
the event of tenant holding over or other violation
of the lease.
Rent shall not commence on Expansion Space I or 2
until 8 weeks after the later of the Addition Date
and the date of possession is delivered to Tenant.
Skadden, Arps, Slate, Meaeher & ▇▇▇▇ (19th & 20th Floors) (12/5/88 - 4/30/2000)
-------------------------------------------------------------------------------
(T) Option to Expand: Tenant had the option to expand into 3,037 sq. fL
on 20th floor effective 1/1/91, and had a second
option to expand into the balance of the 20th floor
effective 5/l/95. If Tenant elected not to exercise
any expansion option, Tenants rights to such option
as well as any subsequent expansion options would
extinguish. Since Tenant did not exercise expansion
option for 3,037 sq. ft., they apparently no longer
have the option to expand into the balance of the
20th floor.
Federal Home Loan Mortgage Corporation (▇▇▇▇ ▇▇▇▇▇) (2/l/86 - 4/30/99)
----------------------------------------------------------------------
(T) Option to Expand: (Notification Date has elapsed) Premises: Not less
than 6,375 sq. ft. nor more than 8,625 sq. ft.
(exact number to be determined by LL) on 29th
floor, at a single location on such floor to be
designated by LL.
- Exercise Date: Notice to LL by 5/l/96
- Base Rent: Same per sq. ft. as for existing
premises
- Tenant Improvements: $17.50/sq. ft.
- Pro-rata Share: increased accordingly
If exercised, LL shall give notice to Tenant by
6/l/96 setting forth (i) exact location and number
of rentable sq. ft. within Expansion Space; and
(ii) effective date on which LL will deliver
possession of Expansion Space (between 11/l/96 -
11/l/97)
If LL is unable to deliver possession of Expansion
Space to Tenant on or prior to 60th day following
scheduled Effective Date, and if Tenant so elects,
LL shall use diligent efforts to make immediately
available to Tenant temporary space for occupancy
by Tenant until the 120th day following the
Page 7
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
date on which the Expansion Space is delivered to
Tenant. LL and Tenant shall execute a short term
lease to govern Tenant's occupancy of such
Temporary Space. No rent shall be paid by Tenant
for Temporary Space. However, Tenant shall pay its
pro-rata share of taxes and operating expenses on a
net basis.
If LL fails to deliver possession on or prior to
180th day following scheduled Effective Date,
Tenant may withdraw it's exercise of expansion
option by delivering written notice to LL on or
before 10th day following expiration of said 180
day period.
(T) Option To Expand: (Notification Date has elapsed) Provided Tenant
occupies the entire Premises as of the Addition
Date, Tenant may lease any space not leased on the
second floor as of the date of the Fifth Amendment.
Tenant shall give notice to LL by 1/31/96. Rent
shall be $14.30/sf plus a pro-rata share of
operating expenses and real estate taxes. Tenant
shall receive an improvement allowance equal to the
product of $I5.00/sf multiplied by the number of
months remaining in the term divided by 51.
LL may lease the Second Floor Expansion space to
another tenant and LL shall not be held liable in
the event LL does not deliver possession due to a
holding over, provided LL uses diligent efforts to
obtain possession. If LL is unable to deliver
possession of Expansion Space to Tenant on or prior
to 60th day following scheduled Effective Date, and
if Tenant so elects, LL shall use diligent efforts
to make immediately available to Tenant temporary
space for occupancy by Tenant until the 120th day
following the date on which the Expansion Space is
delivered to Tenant. LL shall pay all reasonable
out-of-pocket costs incurred in connection with
Tenant's move to the Temporary space. LL and Tenant
shall execute a short term lease to govern Tenant's
occupancy of such Temporary Space. No rent shall be
paid by Tenant for Temporary Space. However, Tenant
shall pay its pro-rata share of taxes and operating
expenses on a net basis.
If LL fails to deliver possession on or prior to
180th day following scheduled Effective Date,
Tenant may withdraw it's exercise of expansion
option by delivering written notice to LL on or
before 10th day following expiration of said 180
day period.
Barack, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & Perlaman (27th and 28th Floors) (1012/88 -
---------------------------------------------------------------------------
6/30/03)
--------
(T) Option to Expand: Tenant has five (5) expansion options, as follows:
Expansion Option #1: (Has Expired)
--------------------
- Premises: 5,043 sq. ft. on 28th floor ("First
Additional Space"), currently leased to Chilmark
Partners
- Effective Date: 5/l/90, if FHLMC fails to
exercise its option to lease such space by 12/l/89.
Expansion Option #2: (Has Expired)
---------------------
- Premises: 4,000 sq. ft. ("Interim Additional
Space") at any location in building provided that
LL will use reasonable efforts to locate the
Interim Additional Space on a high-rise floor.
Page 8
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
- Effective Date: 5/l/90, if FHLMC exercises its
option by 12/l/89 to lease the First Additional
Space.
Expansion Option #3:(Exercised via 3rd Amendment)
-------------------
- Premises: 28th floor First Additional Space
(5,043 sq. ft. - see Option # 1)
- Effective Date: 9/l/95, if FHLMC exercises its
option to lease the First Additional Space.
Expansion Option #4:
--------------------
- Premises: Between 2,900 - 4,800 sq. ft.
(determined by LL) on 28th floor, a portion of
which is currently occupied by ▇▇▇▇ Nuveen & Co.
("Second Additional Space")
-Effective Date: 9/l/95
Per Letter Agreement dated 6/22/94, Tenant waived
its right to exercise Expansion Option # 4.
Expansion Option #5:
--------------------
-Premises: Between 12,600 - 14,600 sq. ft
(determined by LL) constituting the balance of the
28th floor ("Third Additional Space")
-Effective Date: 3/l/2000
- Tenant Notification Date: 13 - 18 months prior to
respective Effective Date.
- No later than 18 months prior to Effective Date,
for 4th and 5th Expansion Options (3/l/94 and
9/l/98, respectively), LL shall notify
Tenant of exact location and rentable area of the
additional space. Such space shall be continuous
with the then current premises. - If Tenant does
not exercise, Tenant shall have no further rights
with respect to such Expansion Option, provided
that Tenant shall not be deemed to have waived any
other Expansion Options.
-Base Rent for each Expansion Option shall be 100%
of market, subject to any flat rate, indexed or
other material escalations to which market rate
base rental is then subject. Such rent and
escalations shall be set forth in a certificate
delivered by LL to Tenant no later than 90 days
after LL receives Tenant's notice of its exercise
of the Expansion Option with respect to a
particular Additional Space. If LL and Tenant can
not agree on rental, Tenant may cancel its exercise
of the Expansion Option in notice to LL not later
than 30 days after Tenant's receipt of such
certificate.
LL may (i) defer the Effective Date for any
Additional Space by a period of not more than 18
months; or (ii) accelerate the Effective Date for
the Second Additional Space and Third Additional
Space by a period of not more than 9 months, upon
notice to Tenant specifying the new Effective Date
given no later than the later of (a) 3 months prior
to the latest date Tenant may give notice of
exercise of Expansion Option with respect to such
Additional Space (the "Final Notice Date"); and (b)
30 days after delivery of Tenant's notice of
exercise of the Expansion Option with respect to
such Additional Space, in which event Tenant may
withdraw such notice of exercise on or before the
later of. five (5) days after the Effective Date
Notice is given or the Final Notice Date.
Page 9
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
-Subject to the rights of Tenant hereunder, LL
shall in any event have the right to lease the
Additional Space to another tenant and shall not be
liable to Tenant in the event that LL cannot
deliver possession of the Additional Space to
Tenant on account of a holding over by such other
tenant. -If, due to the holding,
over of such other tenant, LL is unable to deliver
possession of Additional Space within one (1) year
after the Effective Date, LL shall, by written
notice to Tenant as soon as practicable after
expiration of such one year period, either (i)
offer Tenant a comparable amount of space in the
Building (to be identified in LL's notice) for
occupancy by Tenant beginning no later than 30 days
after the first anniversary of such Effective Date
until such Additional Space is available (which
temporary space shall be constructed, at LL's sole
cost, with reasonably usable building standard
improvements suitable for law offices) at a base
rent equal to 50% of base rent otherwise payable
under the terms of this paragraph for the
Additional Space LL is then unable to deliver,
provided that Tenant will be obligated to pay full
pass firms of Operating Expenses and Taxes, or (ii)
offer Tenant the option to terminate this lease. If
Tenant fails to notify LL within ten (IO) days
after LL's offer notice of Tenant's election to
accept the offer made, Tenant shall be deemed to
have rejected the offer and waived any remedy for
damages or termination by reason of LL's failure to
deliver the Premises, provided that such waiver
shall not relieve LL of its obligation to use
reasonable efforts to obtain possession of such
Additional Space.
-LL may increase the rentable area of the First
Additional Space by up to 5% or decrease the
rentable area by no more than 15%
LL may increase the rentable area of the Second
Additional Space and the Interim Additional Space
by up to IO% or decrease the rentable area by no
more than 15% (i.e., Second Additional Space may be
decreased to 5, 1 85 sq. ft. or increased to 8,800
sq. ft.)
LL may increase the rentable area of the Third
Additional Space by up to 15% or decrease the
rentable area by no more than 20% (i.e., Third
Additional Space may be decreased to 10,080 sq. ft.
or increased to 16,790 sq. ft.)
LL will notify Tenant of any change in rentable
area of any Additional Space no later than the
later of- (A) three (3) months prior to the Final
Notice Date and (B) thirty (30) days after the
delivery of Tenant's notice of exercise of the
Expansion Option with respect to such Additional
Space, in which event, Tenant may withdraw such
notice of exercise on or before the later of- five
(5) days after LL's notice of the change in the
rentable area of such Additional Space is given or
the Final Notice Date.
-T.I. For Each Additional Space: Space taken "as-
is", except for construction allowances or labor or
materials included at LL's expense being offered in
connection with prevailing market rate leases. If
Tenant employs LL's general contractor to perform
construction or remodeling
work in any Additional Space, LL to limit fee for
overhead, administration and supervision (which fee
is in addition to any general contractor's fee) to
8% of the cost of such improvements.
Page 10
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
-As Additional Space is delivered to Tenant, such
space shall become part of the Premises and
Tenant's pro-rata percentage and Additional Rent
payments shall change accordingly.
▇▇▇▇ & Company, Inc. (▇▇▇▇ ▇▇▇▇▇) (11/14/94 - 11/13/05)
-------------------------------------------------------
(T) Option to Expand: (Notification Date has elapsed) Tenant shall have
the right to expand into 3,000 rsf on the 30th
floor (Expansion Space #1) on 10/14/97 upon notice
to LL by 1/14/97 (see attached for floor plan of
Expansion Space). Tenant's rights with respect to
the additional space are subject to the following
provisions:
Base Rent : Same rate per sf as in effect for the
initial premises. Tenant's proportionate share
shall be appropriately adjusted.
LL's Rights: LL may, upon notice to Tenant before
the Notice Date, accelerate or defer Addition Date
by not more than 3 months or change the size of the
Additional Space by not more than 20%. LL shall
have the right to lease Additional Space to another
tenant for a term not beyond the applicable
Addition Date and shall not be liable to Tenant in
the event that LL cannot deliver possession due to
holdover by such other tenant. If LL cannot deliver
possession within 6 months of the Addition Date,
Tenant shall have the right to cancel its election
to lease such Additional Space.
Tenant Improvements Additional Space #1: $42.25/sf
Page 11
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Summary of Rights of First Offer/Refusal
As of: August 15, 1997
▇▇▇▇▇▇▇ ▇. Good Realty, Inc. (▇▇▇ ▇▇▇▇▇) (2/l/87 - M-T-M)
---------------------------------------------------------
(T) Right of Second Offer: Subject to the rights of Wood, ▇▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇, if LL intends to lease any space on the
4th floor which is contiguous to the premises
("Option Space") during the initial or renewal
term, LL shall offer such space to Tenant in
writing. Such offer shall specify Base Rent at
which LL would be willing to lease such space to
Tenant. Tenant must accept within 10 days
business days. If Tenant does not accept, LL
shall be free to lease such space to another
party on whatever terms and conditions it
considers appropriate.
Correspondence in File:
-----------------------
Letter from JMB dated 5/23/90, notifying Tenant
of LL intention to lease a portion of the
4thfloor, containing 1,876 sq.ft. Base Rent of
$22.50/sq.ft., on month-to-month basis, with 60
day termination notice. No response .from Tenant
found in file.
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (Suite 500) (3/l/92 - 2/28/021
--------------------------------------------------
(T) Right of First
Refusal: Premises: Any space on 5th floor ("Option
Space")
If during initial term LL receives a
letter of intent from 3rd party to lease Option
Space and provided LL would be willing to lease
such space upon terms set forth in letter of
intent, LL shall deliver a statement as to the
material terms of such letter of intent to
Tenant, and Tenant shall have seven (7) business
days therefrom to elect to lease such Option
Space at same Base Rent and upon same terms as
contained in letter of intent.
If Tenant does not exercise, LL shall be free to
lease such Option Space to 3rd party on
substantially the same terms as are set forth in
letter of intent.
Forensic Technologies International, Inc. (Suite 600) (9/l/93 - 8/31/98)
-------------------------------------------------------------- --------
(T) Right of First
Refusal: Premises: 6th floor space contiguous to premises
("Offer Space")
- If during initial term LL receives a letter of
intent from any 3rd party to lease the Offer
Space and provided LL would be willing to lease
such space on terms set forth in the letter of
intent, LL shall deliver a copy of letter of
intent to Tenant, and Tenant shall have 5
business days to elect, via written notice to
LL, to lease said Offer Space at the same Base
Rent and upon same terms and conditions
contained in letter of intent.
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
-If Tenant does not exercise, Tenant shall be
deemed to have waived its rights hereunder, and
LL shall be free to lease such space to such 3rd
party or any other party on substantially the
same terms as are set forth in letter of intent.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ (11th and 12th Floors - 34,659 sq. ft.) (3/l/83 -
--------------------------------------------------------------------------
2/28/98)
--------
(T) Right of First Offer: Premises: (i) and space on 1Oth floor; and (ii)
10,996 sq. ft on 2nd floor per Exhibit B (see
attached). Such premises are collectively called
"Option Space".
Prior to leasing any Option Space to any other
tenant (other than tenants currently having any
rights with respect to such space), LL shall
offer such Option Space to Tenant, such offer to
be made in written notice specifying Base Rent
(current market rent) and the date on which such
Option Space would be made available to Tenant.
Tenant must exercise within 5 days at Base Rent
specified in LL notice. Space to be taken "as
is", with no tenant improvement allowance.
If not exercised, LL shall be free to lease such
Option Space to any other party on whatever
terms and conditions it deems appropriate.
Carnow, Conibear & Associates, Ltd. (14th Floor (9/15/85 - 12/31/03)
--------------------------------------------------------------------
(T) Right of First
Refusal: In the event LL receives an executed letter of
intent or other memorandum of agreement from a
prospective tenant for any available space on
the 14th floor, LL shall deliver notice of such
prospective lease to Tenant offering Refusal
Space to Tenant upon same terms and conditions
as contained in such letter of intent. Tenant
shall have 10 business days to lease such
Refusal Space. If Tenant fails to respond within
IO business days, Tenant shall be deemed to have
waived its rights and LL shall be, subject to
Tenant's expansion options, free to lease such
Refusal Space.
Facility Capital Corporation (▇▇▇▇ ▇▇▇▇▇) (9/10/93 - 5/14/99)
-------------------------------------------------------------
(T) Right of First
Refusal: Premises: 1,780 sq. ft. on 17th floor as
highlighted on Exhibit "A" to lease (see
attached) ("Option Space")
If at any time during Initial Term of lease, LL
shall receive an executed letter of intent from
any 3rd party containing specific terms to lease
the Option Space, and provided LL would be
willing to lease such space upon the terms set
forth in letter of intent, LL shall deliver
written notice of such letter of intent to
Tenant, and Tenant shall have 10 business days
to elect to lease such Option Space at the Base
Rent set forth below and at the terms and
conditions herein contained.
If Tenant exercises, LL shall deliver possession
to Tenant on 60th day following LL's receipt of
Tenant's notice electing to lease such Option
Space (the "Addition Date").
Page 2
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
If Tenant does not exercise, LL shall be free to
lease such Option Space to such 3rd party or any
other party. If LL and such third party
thereafter shall fail to enter a lease within
180 days or if LL thereafter elects to lease
Option Space to 3rd party on terms that are
materially different from those contained in
letter of intent, LL shall first offer Option
Space to Tenant pursuant to any such new terms
and Tenant shall again have the right to lease
such Option Space, upon IO business days notice
to LL. Base Rent for Option Space is dependent
upon the timing of the Addition Date and is to
be calculated as follows:
Addition Date Between Rent/SF Total Rent Term
---------------------- ------- ---------- ----
5/15/94 - 5/14/96 $1.00 $1,780.00 thru end of initial term
5/15/96 - 5/14/97 $2.00 $3,560.00 thru end of initial term
5/15/97 - 5/14/98 $3.00 $5,340.00 thru end of initial term
5/15/98 - 5/14/99 $4.00 $7,120.00 thru end of initial term
Pro-rata share shall increase accordingly. Base
Rent for the Option Space shall be abated from
9/10/93 - 9/9/94, and space shall be taken "as
is".
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (1700 & 1800) (11/l/95 - 4/30/08)
---------------------------------------------------------
(T) Right of First Offer: Provided Tenant is not in default and occupies
at least 80% of Premises for its own use and
subject to the rights of Facility Capital
Corporation on 1,780 sf on the 17th floor,
Tenant shall have a ROFO on all space that
becomes available on the 17th and 18th floor.
Prior to LL leasing any such space, LL shall
notify Tenant of the terms LL is offering.
Tenant shall have 14 business days to accept
under the terms outlined in the offer. If Tenant
does not accept or does not execute an amendment
within 20 days adding such space, LL is then
free to lease such space to third parties;
however, if terms are less favorable to LL by
more than 10%, Tenant must be offered those
terms. Tenant shall have 5 business days to
accept such revised terms.
Per Agreement dated 11/10/95, Tenant has waived
its ROFO as it relates to the lease with Rose &
Associates Office Group. In exchange for this
waiver, Rose agrees that, upon not less than 6
months notice from Tenant, Rose shall vacate its
premises and assign the Rose lease to Tenant.
The effective date of such assignment shall not
be prior to 11/ 1 /97, and LL's consent shall be
required.
Barack, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & Perlaman (27th and 28th Floors) (10/2/88 -
---------------------------------------------------------------------------
6/30/03)
--------
(T) Right of First Offer: If LL intends to lease any part of 28th floor
(the "Offering Space") to any other tenant, LL
must offer space to Tenant via written notice
specifying:
-base rent, escalation charges and other
material items, including concessions at which
LL would be willing to lease such space to
prospective tenants; and
-the date which such Offering Space will be made
available to Tenant.
Page 3
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
-Tenant shall have 10 business days to accept
space, at noted terms, by notice to LL in
writing. If Tenant accepts, such space becomes
part of the premises and is subject to paragraph
37 (Personal Liability of Tenant's Partners).
-If Tenant does not accept, LL shall be free to
lease Offering Space to any other party on
substantially same terms offered to Tenant,
provided that if LL does not certify to Tenant
that Offering Space has been leased to a third
party within 180 days, LL shall again be
obligated to offer such Offering Space to Tenant
Tenants waiver of rights to Offering Space shall
not affect Tenants Expansion Options.
Tenant's rights to leasing the Offering Space
subject to the following: (i) Offering Space
will be accepted by Tenant "as is", except for
allowances noted in LL notice; & (ii) During the
twelve (12) months after any Expansion Option
(See Tenants Right to Expand comments above) has
been waived, canceled or expired with respect to
such Offering Space, Tenant shall not have any
rights of first offer with respect to such
Offering Space unless such space is being
offered to a third party at terms more favorable
then available to Tenant under Tenant's
Expansion Options.
Ameritech Health Connections, Inc. (▇▇▇▇ ▇▇▇▇▇) (6/l/93 - 5/31/00)
------------------------------------------------------------------
(T) Right of First
Refusal: Subject to the prior rights of the Federal Home
Loan Mortgage Company with regards to the space
on the 29th floor.
If LL enters into a letter of intent for space
on the 29th floor, LL shall notify Tenant of
such "Option Space" and all of the basic
business terms in said letter of intent. Tenant
has 10 business days to accept on such terms.
If Tenant does not exercise, or if LL and Tenant
do not enter into an amendment for such Option
Space within 14 days after Tenant exercises, LL
may lease said Option Space to any other party,
free of Tenant's rights hereunder.
▇▇▇▇ & Company, Inc. (▇▇▇▇ ▇▇▇▇▇) (11/14/94 - 11/13/05)
-------------------------------------------------------
(T) Right of First Offer: If at any time prior to the 84th month during
the term, LL decides to lease the Additional
Space with respect to space for which Tenant has
not yet exercised its Expansion Option, LL shall
notify Tenant. Tenant shall have 15 days to
notify LL that it will lease the entire
Additional Space set forth in LL's notice.
Tenant improvements shall be at the rates set
forth in Schedule 2 (see attached) for
Additional Space leased prior to the 60th month
of the term, and thereafter at the rate set
forth in LL's notice. If Tenant does not
exercise, Tenant shall have no further rights
and LL shall be free to lease such space
provided that if LL does not enter into a lease
for such Additional Space within I year after
Tenant's rejection or if such lease terminates
before the 84th month of the Term, such
Additional Space will again be subject to the
first offer rights.
Page 4
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
▇▇▇▇ Nuveen & Co., Incorporated (▇▇▇▇ ▇▇▇▇▇) (TBD - 2/29/00)
------------------------------------------------------------
(T) Right of First Offer: At any time prior to 3/l/00, if LL commences
negotiations with a third party for leasing of
any portion of the 30th floor (other than space
subject to the rights of ▇▇▇▇ & Company, Inc.)
LL must notify Tenant of location, size, Base
Rent and commencement date (not to be earlier
than 30 days after notice). Tenant shall have 10
days to accept space. If Tenant does not accept,
LL may rent such space to the third party. If LL
does not rent this space to such third party or
such third party term ends, the space shall
again become subject to Tenant's ROFO. Base Rent
shall be the then current market rental.
Page 5
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Summary of Options to Renew
As of: August 15, 1997
MCI Metro Access Transmission Services, Inc. - (8/l/95 - 7/31/99)
-----------------------------------------------------------------
(T) Option to Renew: Automatic renewal for two 4-year terms (8/l/99 -
7/31/03 & 8/l/03 7/31/07) with rent at the Fair
Telecommunications Market Rate.
Pepi Corporation d/b/a Alonti (Lobby) (11/1 5/95 - 11/30/05)
-------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (12/l/05 - 11/30/10),
upon notice to LL by 11/30/04. Rent shall be
100% of market, but not less than the aggregate
Rent payable by Tenant for the last lease year
of the initial term.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Group, Inc. (▇▇▇ ▇▇▇▇▇) (7/l/94 - 6/30/99)
--------------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew, upon notice to LL
between 1/l/98 - 8/31/98.
Rent shall be 100% of market. Tenant shall have
right to nullify its exercise of option by notice
to LL within IO business days of LL's market rent
notice to Tenant (which LL's notice shall be given
after Tenant's exercise of option but not later
than 6 months prior to commencement of renewal
period).
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ (Suite 500) (3/11/92 - 2/28/02)
--------------------------------------------------
(T) Option to Renew: One 5-year option to renew (3/l/2002 - 2/28/2007),
with notice to LL not earlier than 15 months
(12/l/2000) or later than 12 months (3/l/2001).
Base Rent shall equal greater of (i) 95% of market;
and (ii) annual Base Rent payable by Tenant during
the last year of the Initial Term.
Tenant's notice that they wish to renew shall also
contain Tenant's determination of fair market
rental for such renewal period. Within 30 days
after receipt of Tenant notice, LL shall notify
Tenant that it either accepts Tenant's estimate of
Fair Market Rent or deliver LL's determination of
Fair Market Rent. If LL's estimate is not more than
110% of Tenant's estimate, Fair Market Rent shall
be the average of the two estimates. If the
difference is greater than 110%, LL and Tenant will
commence negotiations to determine Fair Market
Rent. If no agreement is reached within 30 days of
LL's estimate notice, Tenant may elect, by delivery
of notice to LL within said 30 day period, either
to (i) withdraw its exercise of renewal option; or
(ii) have Fair Market Rent determined via
appraisal.
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
Forensic Technologies International, Inc. (Suite 600) (9/l/93 - 8/31/98)
------------------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (9/l/1998 - 8/31/2003,
assuming 9/l/93 lease
(commencement date), with notice to LL by
12/1/1997. Rent shall equal 100% of market. LL to
notify Tenant of Base Rent during renewal term by
1/l/98. Tenant shall have right to nullify its
exercise of option by notice to LL within 30 days
of LL's notice to Tenant of rental terms.
Arbor Office Suites - 333 L.P. (7th floor) (4/l/85 - 3/31/02)
-------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (4/l/2002 - 3/31/2007),
with 15 months notice to LL (1/l/2001). Base Rent
to equal 100% of market. LL to deliver certificate
identifying Base Rent (including escalation) during
renewal term, at least 10 months prior to
commencement of renewal term (6/l/2001).
Nyhan, Prister, ▇▇▇▇▇▇▇▇ & Kinzie, P.C. (▇▇▇ ▇▇▇▇▇) (2/l/92 - 1/31/02)
----------------------------------------------------------------------
(T) Option to Renew: Two 5-year options to renew (2/l/2002 - 1/31/2007
and 2/l/2007- 1/31/2012), with 12 months notice to
LL (2/1/2001 and 2/l/2006, respectively). LL to
deliver certificate specifying Base Rent at lease 7
months prior to commencement of renewal term
(7/l/2001 and 7/l/2006, respectively).
Base Rent shall be 90% of market for each renewal
term. In no event shall Base Rent for applicable
renewal term be less than Base Rent in effect
during last year of initial term or First Renewal
Term, as applicable.
If Tenant objects to Base Rent and LL and Tenant
cannot agree on same, Tenant may cancel its
election to renew in notice to LL given within 30
days of LL's notice specifying Base Rent.
Carnow, Conibear & Associates, Ltd. (▇▇▇▇ ▇▇▇▇▇) (9/15/85 - 12/31/03)
---------------------------------------------------------------------
(T) Option to Renew: Two 5-year options to renew (1/l/04 - 12/31/08 and
1/l/09 - 12/31/13) upon notice to LL between
1/l/02 -12/31/02 and 1/l/07 - 12/31/07,
respectively. The Base Rent shall be 95 % of the
Fair Market Rental. Each renewal notice shall
contain Tenant's determination of the Fair Market
Rental. The Base Rent shall be 95 % of the Fair
Market Rental. LL shall have 30 days to accept
Tenant's determination of Fair Market Rental Rate
or deliver LL's determination of the Fair Market
Rental Rate. If LL's estimate exceeds Tenant's,
Tenant and LL shall negotiate the Fair ▇▇▇▇-et
Rental. If an agreement cannot be reached within 60
days from date of LL's estimate the rate shall be
determined per the appraisal process described in
the 1st Amendment.
Page 2
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
Tetra Pak, Inc. (15th & 16th Floors) (9/l/91 - 8/31/01)
-------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (9/l/2001 -
8/31/2006), with 14 months notice to LL
(7/l/2000). Base Rent shall equal 100% of
Market. LL to deliver certificate specifying
Base Rent during renewal term, at least 12
months prior to commencement of renewal term
(9/l/2000).
If Tenant objects to Base Rent specified by LL,
Tenant may cancel its election to renew via
notice to LL within 30 days of LL's notice to
Tenant specifying such Base Rent.
Grosvenor Capital Management, LP. (▇▇▇▇ ▇▇▇▇▇) (3/l/93 - 5/31/99)
-----------------------------------------------------------------
(T) Option to Renew: Two 3-year options to renew (6/l/1999 -5/31/2002
and 6/l/2002 - 5/31/2005), with 12 months notice
to LL (6/l/1998 and 6/l/2001, respectively). LL
to deliver certificate specifying Base Rent and
escalations (equal to 100% of market for each
renewal term) not later than 9 months prior to
end of then cur-rent term. If Tenant objects
with LL's determination of rent, and LL and
Tenant cannot agree on rental rate, Tenant shall
have the right to (i) cancel its exercise; or
(ii) elect to have rent determined by appraisal,
in written notice to LL not later than 30 days
after delivery of LL's notice specifying such
rent.
▇▇▇▇▇▇ & ▇▇▇▇▇ (Suite 1650) (4/15/89 - 2/28/01)
-----------------------------------------------
(T) Option To Renew: One 5-year option to renew (3/l/01 -2/28/06)
upon notice to LL between 9/l/99 - 5/31/00. Base
Rent shall be 100% of Fair Market Rental.
Tenant's renewal notice shall contain Tenant's
determination of Fair Market Rental. Within 30
days after receipt of Tenant's renewal notice,
LL by notice to Tenant shall either accept
Tenant's estimate of Fair Market Rental or
deliver LL's determination of Fair Market
Rental. If LL's estimate exceeds Tenants, LL and
Tenant will commence negotiations to determine
Fair Market Rent. If not agreed upon within 30
days after delivery of LL's notice, the Fair
Market Rent, if Tenant elects by delivering
notice of such election within 5 days following
the negotiation period, shall be deter-mined by
appraisal.
Facility Capital Corporation (▇▇▇▇ ▇▇▇▇▇) (9/10/93 - 5/14/99)
-------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (5/15/99 - 5/14/04),
with notice to LL by 9/l/1998 (such notice shall
also contain Tenant's estimate of fair market
rent). LL shall notify Tenant by 9/21/98 that LL
either (i) accepts Tenant's rent estimate or
(ii) deliver LL's Fair Market Rent estimate.
Rent shall equal 100% of market.
Page 3
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
If LL's estimate exceeds Tenant's estimate, LL
and Tenant will commence negotiations for fair
market rent. If no agreement has been reached
within 30 days after delivery of LL's estimate,
the fair market rent, if Tenant elects by notice
to LL within 5 days (after 30 day period), shall
be deter-mined by appraisal.
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (1700 & 1800) (11/l/95 - 4/30/08)
---------------------------------------------------------
(T) Option to Renew: Provided Tenant occupies at least 80% of the rsf
for its own use, Tenant may renew for one 5-
year period (5/l/08 - 4/30/13) upon notice to LL
by 4/30/07. Rent shall be the greater of (i)
Base Rent payable in the last year of original
term (ii) or 95% of Market. LL shall deliver
notice of market within 45 days of Tenant's
notice , not to be later than 6/30/07.
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (19th & 20th Floors) (12/5/88 - 4/30/2000)
-------------------------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (5/l/2000 -
4/30/2005), with 18 months notice to LL
(10/31/98). LL to deliver certificate specifying
Base Rent (equal to 100% of market) within 60
days after receipt from Tenant of its election
to renew. Upon receipt of fair market rent
notice from LL, Tenant shall have (i) 90 days to
withdraw exercise of option; or (ii) 10 business
days to state what Tenant believes fair market
rent should be and request binding arbitration
of fair market rent.
Must be renewed in conjunction with renewal of
all spaces covered by Additional Leases (defined
as Sublease dated 5/l/85, as amended by First
Amendment of Sublease dated 6/30/88). Upon
renewal, all Additional Lease space shall be
deemed part of the premises hereunder.
National Equity Advisors, Inc. (Suite 2070) (1/l/95 - 12/31/99)
---------------------------------------------------------------
(T) Option to Renew: One 5-year period (1/l/00 - 12/31/04) upon
notice to LL 14 months prior to expiration
(10/31/98) . Base rent shall be equal to the
then current market rent as set forth in LL's
notice delivered to Tenant at least 13 months
prior to expiration (9/30/98). In the event
Tenant objects to the Base rent and LL and
Tenant cannot agree on the Base Rent, Tenant may
(i) cancel its election to extend the term (ii)
accept LL's determination of Base Rent or (iii)
submit Base rent to arbitration. Tenant shall
respond within 30 days of LL's notice, or be
deemed to have accepted LL's determination.
Federal Home Loan Mortgage corporation (▇▇▇▇ ▇▇▇▇▇) (2/l/86 - 4/30/99)
----------------------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (5/l/1999 -
4/30/2004), with no earlier than 24 months
notice (5/l/1997) and no later than 12 months
notice (5/l/98) to LL. Base Rent shall be 100%
of market. LL to deliver certificate specifying
Base Rent during renewal term within 30 days of
Tenant's notice.
Page 4
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
If LL and Tenant cannot agree on Base Rent
within 30 days after LL's notice specifying such
Base Rent, Tenant shall have right, within 30
days after expiration of said 30 day period,
either (i) to withdraw its exercise of renewal
option; or (ii) require fair market rent to be
determined by appraisal.
Tenant may not exercise the renewal option in
regard to the 5th Amendment Expansion Space
only. However, Tenant may elect to exercise the
renewal option to the 25th floor solely or in
conjunction with the 5th Amendment Expansion
Space.
Barack, ▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇ & Perlaman (27th and 28th Floors) (10/2/88 -
---------------------------------------------------------------------------
6/30/03)
--------
(T) Option to Renew: One 5-year option to renew (7/1/2003 -
6/30/2008), with notice to LL by 12/31/2001.
Base Rent shall be 100% of market, including
rental escalations. LL to deliver certificate
identifying Base Rent and any flat rate or
indexed escalation for the renewal term to
Tenant on or before 5/31/2002.
If Tenant objects to such rent, it may cancel
its option to renew via notice to LL by
6/30/2002. Notwithstanding the foregoing, Base
Rent due with respect to the 27th floor only,
for the first 3 months of the extended term,
shall be equal to the same rate as the Base Rent
with respect to the 27th floor during the last
month of the original term of lease.
Association of American Railroads (▇▇▇▇ ▇▇▇▇▇) (1/25/88 - 10/31/97)
-------------------------------------------------------------------
(T) Option to Renew: (Notification Date has elapsed) Subject to the
rights of ▇▇▇▇ Nuveen & Co. and Ameritech Health
Connections. One 1 -year option to renew
(11/l/97 - 10/31/98) at market rent. Tenant
shall notify LL between 10/l/96 and 1/31/97 of
intent to renew. LL shall notify Tenant by
5/l/97 the Base Rent during the Renewal Period.
Tenant shall have ten (10) days thereafter to
nullify its exercise.
Ameritech Health Connections, Inc. (▇▇▇▇ ▇▇▇▇▇) (6/l/93 - 5/31/00)
------------------------------------------------------------------
(T) Option to Renew: Two 3-year options to renew (6/l/2000 -5/31/2003
and 6/l/2003 5/31/2006, assuming a 6/l/93 start
date), with 9 months notice to LL (9/l/1999 and
9/l/2002, respectively). Base Rent shall be 100%
of market, including any increases thereto,
whether by CPI or other methods. LL to deliver
certificate indicating market terms within 45
days after receipt of Tenant notice. If LL and
Tenant can not agree on terms, Tenant may cancel
renewal election by notice to LL within 30 days
of receipt of terms from LL.
Page 5
--------------------------------------------------------------------------------
OPTIONS & ENCUMBRANCES
--------------------------------------------------------------------------------
▇▇▇▇ & Company, Inc. (30th floor) (11/14/94 - 11/13/05)
-------------------------------------------------------
(T) Option to Renew: One 5-year option to renew (11/14/05 -11/13/10),
upon 14 months notice to LL (i.e., by 9/13/03).
Base Rent shall be equal to 100% of market. LL
shall notify Tenant of Base Rent at least 12
months prior to commencement of renewal term.
Within 30 days, Tenant may accept rent, cancel
option to renew, or submit Base Rent to
arbitration.
Subject to the rights of ▇▇▇▇ Nuveen Co., Inc.
with respect to the Premises (LL shall notify
Tenant by 10/l/04 if Nuveen exercises its rights
with respect to Premises). Expansion rights are
not applicable during renewal term.
▇▇▇▇ Nuveen & Co., Incorporated (30th-Floor) (TBD - 2129/00)
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(T) Option to Renew: The Renewal Option for Tenant's space on Floors
31 -36 shall not apply to the 30th floor space.
If Tenant exercises its first renewal option for
floors 31- 36, Tenant shall have the right to
lease the balance of the 30th floor other than
the Bain Space and the 30th floor Additional
Space. Tenant shall exercise such right at same
time it exercises its first renewal option
(i.e., by 11/30/98). If exercised, commencing
3/1/00, such expansion space shall become part
of the Premises in the same terms as determined
pursuant to the First Renewal Option.
▇▇▇▇ Nuveen & Co., incorporated (Floors 31 - 36) (3/l/85 - 2/29/2000)
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(T) Option to Renew: Two 5-year options to renew (3/l/2000 -2/28/2005
& 3/l/2005 - 2/28/2010), with 15 months notice
to LL (11/30/98 and 11/30/2003, respectively).
Base Rent shall be 100% of market as of the
commencement of each renewal term. LL to deliver
certificate specifying Base Rent at least one-
year prior to the commencement of each renewal
term (3/l/99 and 3/l/2004, respectively). If LL
and Tenant can not agree on terms, Tenant may
cancel renewal election by notice to LL within
30 days of receipt of notice from LL specifying
Base Rent.
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