exv10w21



 





EXHIBIT 10.21




LEASE



     LEASE made as of the 29th day of April, 1976 between JOSEPH C. SANFILIPPO and
GRACE ANN SANFILIPPO (hereinafter called “Landlord”) and FAIRFIELD SAVINGS AND
LOAN ASSOCIATION (hereinafter called “Tenant”).



ARTICLE I



THE DEMISE



     1.1 Landlord hereby demises and leases to Tenant the real property located in
Cook County, Illinois known and described as follows:




	 	 	 	That part of the Northwest quarter of the Northeast quarter of Section 14,
Township 40 North, Range 12 East of the Third Principal Meridian, described as
follows: Commencing at a point on the North line of said Northeast quarter,
said point being 427.35 feet (as measured along said North line) East of the
Northwest corner of said Northeast quarter; thence South along a line drawn
perpendicularly to said North line, 50.00 feet to the point of intersection
with the South line of Lawrence Avenue as condemned per Court Case No. 63512848
and recorded as Document No. 20426204, said point of intersection being the
point of beginning of the herein described parcel of land; thence continuing
along said perpendicular line, South 96.00 feet; thence East along a line drawn
parallel with the North line of said Northeast quarter, a distance of 329.009
feet to the Westerly line of Thatcher Avenue, being a line 33.00 feet Westerly
of and parallel with the center line thereof; thence North 2 degrees 37 minutes
30 seconds West, along said Westerly line, 96.10 feet to the aforesaid South
line of Lawrence Avenue, being a line 50.00 feet South of and parallel with the
North line of said Northeast quarter; thence West, along said South line,
324.608 feet to the hereinabove designated point of beginning, all in Cook
County, Illinois.
	 
	 	 	 	Together with Landlord’s right, title and interest in and to all easements,
rights and appurtenances pertaining or related thereto.





(hereinafter referred to as the “Leased Land”).



     It is the intention of the parties that the above described parcel will extend
to and be bounded on the west by the easterly line of the driveway presently
existing giving access to Lawrence Avenue. In the event a survey would disclose
that the above description for any reason does not extend to such driveway, the
Leased Land shall be deemed to extend to the said driveway.



     TO HAVE AND TO HOLD the Leased Land for a term of ten (10) years commencing on
May 6, 1976 and ending on the 5th day of May, 1986.



     1.2 Rights as to Buildings. The term “Building” as used in this Lease shall
mean any structure or structures or improvements, including all supports and
foundations, hereafter located on the Leased Land. There shall also be included
as part of the Building all apparatus and equipment necessary for the complete
and comfortable use, occupancy, enjoyment and operation of any building or
buildings at any time on the Leased Land (including, without limiting the
generality of the foregoing, all fittings, appliances, machinery, garage
equipment, heating, lighting, cooling, air conditioning and ventilating



 









 







equipment, wiring, plumbing, furnishings, refrigerating, hot water heating and
all other equipment excepting only in each case articles of personal property
and trade fixtures as may be owned by Tenant and installed in the Building or
on the Leased Land. Items such as vaults, counters, electronic teller
equipment, money machines, etc. shall be deemed to be trade fixtures and not a
part of the Building regardless of how the same are installed). The term
“Building” shall mean one or more buildings and the use of the singular shall
not imply any limitation on the number of structures which may be built.



     1.3 So long as this Lease remains in force, any Building constructed by Tenant
on the Land shall be owned in fee simple by Tenant, but upon the termination of
this Lease, whether by passage of time or otherwise, Tenant shall within sixty
(60) days after the termination of the term of this Lease either remove or
demolish the Building, and Landlord hereby grants to Tenant, its agent and
other persons designated by Tenant, a license to enter upon the Leased Land for
a period of sixty days after the termination of this Lease for the purpose of
such removal or demolition provided that until such time as Tenant shall remove
or demolish such Building during such sixty (60) day period, Tenant shall pay
for such license a monthly sum equal to the monthly rent payable immediately
prior to the time such license commenced. At least one hundred eighty (180)
days prior to the termination of the term of this Lease, Tenant may offer in
writing to sell the Building to Landlord at a price to be determined by Tenant
which shall be set forth in the offer. Landlord shall have thirty (30) days to
accept or reject such offer after receipt thereof. If Landlord accepts the
offer, Tenant shall convey the Building to Landlord by quitclaim deed and
Landlord shall, at the time of the conveyance, pay to Tenant the purchase price
for the Building. Notwithstanding whether or not Landlord purchases the
Building, Tenant shall have the right to remove all items of personal property
and trade fixtures installed or owned by Tenant and, if Landlord purchases the
Building, Tenant shall repair any damage caused by such removal. If Landlord
does not purchase the Building and if Tenant fails to remove or demolish the
Building within sixty (60) days after the termination of the Lease, Landlord
may cause the Building to be demolished or removed and Tenant shall reimburse
Landlord for the cost of such demolition or removal. Tenant shall not remove
any site improvement such as curbs and driveway asphalt and title to such
improvements shall vest with Landlord upon the termination of this Lease.



     1.4 If Landlord does not purchase the Building and if Tenant fails to remove or
demolish the Building within 60 days after the termination of the Lease,
Landlord may elect to allow the Building to remain on the Leased Land, and
Tenant shall by duly executed and acknowledged quitclaim deed assign all its
right, title and interest to the Building to Landlord. Upon the execution and
delivery of said quitclaim deed, Landlord shall pay to Tenant the sum of Ten
Dollars in consideration thereof.



ARTICLE II



CONDITION OF TITLE



     2.1 The title of the Leasehold Estate created by this Lease is subject only to:
Current taxes not due or payable, Easements of record.



ARTICLE III



RENT



     3.1 Tenant covenants and agrees to pay to Landlord as annual rental for each of
the first five (5) years of the term hereof the sum of $20,000.00 which sum
shall be paid in equal monthly installments of $1,666.66 each due on the first
of every month during the term of this Lease beginning May, 1976 and



 









 







including May 1, 1981. Commencing at the start of the sixth year and continuing
until the end of the initial ten (10) year term, Tenant covenants and agrees to
pay as rental for each of the last five (5) years, the sum of $22,500.00 in
equal monthly installments of $1,875.00 on the first day of each month during
such period. Tenant has paid to Landlord rent for the period from the date
hereof to May 11, 1976 and, on the first day of May, 1986, will pay a pro rata
rental payment for the period from May 1, 1986 to the last day of the term
unless Tenant has exercised its first option to renew.



     3.2 Tenant shall pay all such rent to Landlord in lawful money of the United
States of America at such place in Chicago, Illinois as Landlord shall from
time to time designate by written notice to Tenant and in absence of such
designation then at 1777 Hamilton Avenue, 101, San Jose, California.



ARTICLE IV



PAYMENT OF TAXES AND OTHER IMPOSITIONS



     4.1 This Lease is and shall be construed as a “net-net” Lease and Landlord
shall receive all rents and all other payments to be made by Tenant under the
terms of this Lease free from any charges, assessments, impositions, expenses
or deductions of any nature whatsoever levied during the term hereof. Tenant
shall pay, as additional rent, all real estate taxes, special assessments or
other ad valorem taxes, water charges, and other governmental charges, general
and special, ordinary and extraordinary, of any kind and nature whatsoever
levied or assessed against or upon the Leased Land or upon the Building or any
other improvements on the Leased Land, or any of them during the term of this
Lease. Real estate taxes for 1975 and 1976 (payable in 1976 and 1977
respectively), and the last year of the term, shall be prorated between
Landlord and Tenant on the basis of the actual tax bill for such year when
issued and the period of time prior to the commencement of the term or, in the
case of the end of the term, the period of time after the end of the term.
Tenant shall pay all such taxes or other impositions before the same become
delinquent or before any penalty attaches for non-payment thereof. Landlord
agrees to file for a tax division if necessary, to divide the Leased Land from
other property which may be included in a tax bill. Prior to such division, or
in the event for any reason such division is not accomplished, the taxes shall
be equitably adjusted between the Leased Land and such other property based on
the respective fair market values thereof and Landlord agrees to pay all taxes
for such other property before the same become delinquent. If Landlord fails to
pay such taxes on such other land, Tenant may pay them and deduct the amount
paid from rent due to Landlord.



     4.2 If, by law, any tax or imposition is payable or may be paid in installments
(whether or not the interest shall accrue on the unpaid balance of such
assessment for local improvements and betterments payable by Tenant hereunder),
Tenant may pay the same (and any accrued interest on the unpaid balance of such
imposition) in installments and in such event shall pay each such installment
as may become due during the term of this Lease before the date when such
installment would become delinquent, but shall have no obligation to pay
installments due after or before the commencement or termination of the term of
this Lease.



     4.3 Tenant may contest the validity or amount of any tax or other imposition
and shall give Landlord written notice such fact. Tenant shall not be in
default hereunder for nonpayment of such tax or imposition as long as Tenant is
contesting the same in good faith and provided that the same is paid prior to
the time any action is taken to declare a forfeiture for nonpayment thereof.
Any such contest may be made in Landlord’s name and Landlord agrees to
reasonably cooperate therein, but without expense to Landlord. Tenant shall be
entitled to any refund of any taxes or other impositions which have been paid
by or on behalf of Tenant under this Lease.



 









 





     4.4 Nothing herein shall be construed to require Tenant to pay any franchise,
capital stock, inheritance, transfer tax or income tax assessed or levied
against Landlord or against the rentals payable under this Lease or against the
partners constituting Landlord.



     4.5 Landlord agrees to pay all taxes and other impositions assessed or levied
against the Leased Land for any period prior to the commencement of the term of
this Lease.



ARTICLE V



INSURANCE



     5.1 Tenant, at its own expense, shall maintain the following insurance for the
benefit of Landlord and Tenant:




     (a) Comprehensive general public liability and property damage insurance,
including but not limited to elevator and contractual liability insurance,
protecting and indemnifying Landlord and Tenant against any and all claims
(including all costs and expenses of defending against same) for bodily injury,
disease or death or for damage or injury to or destruction of property
(including loss of the use thereof) arising out of the ownership, maintenance
or use of the Leased Land or the Building or any other improvements thereon,
the limits of which insurance shall be not less than $500,000 in respect of
bodily injury, sickness, disease or death of any one person resulting from any
occurrence, $1,000,000 in respect of bodily injury, sickness, disease or death
resulting from any one occurrence and $300,000 in respect of damage or injury
to or destruction of property from any one occurrence.




     (b) Workmen’s compensation insurance and employer’s liability insurance
(with a minimum limit of $100,000) covering all liability imposed under the
provisions of any workmen’s compensation law, employer’s liability act or
similar laws of the State of Illinois that may at any time or from time to time
be enacted.




     (c) Fire and extended coverage in an amount equal to at least eighty
percent (80%) of the full insurable value of the Building.



     5.2 Any of the insurance required by this Article may be included in blanket
policies taken out by Tenant, provided Tenant delivers to Landlord a
certificate from the insurer specifically stating that the blanket policies
include the specific coverage required under this Lease.



     5.3 All public liability, workmen’s compensation, fire and extended coverage
and employee’s liability insurance policies shall be retained by Tenant.
Certificates of such insurance shall be delivered to Landlord. All policies of
insurance required herein shall provide that they shall not be amended or
cancelled on less than ten (10) days’ notice to Landlord and all insureds and
beneficiaries of such policies and shall further provide that any losses shall
be payable notwithstanding any act or negligence of Landlord, Tenant or other
insureds.



     5.4 Upon execution and delivery of this Lease and thereafter not less than
thirty (30) days prior to the expiration date of any policy required to be
carried pursuant to this Article, Tenant shall deliver to Landlord certificates
indicating renewal of such policies.



     5.5 All policies of insurance shall be written by companies of recognized
responsibility reasonably acceptable to Landlord and authorized to do business
in the State of Illinois.



 









 





     5.6 To the extent available Landlord and Tenant agree to obtain waivers of
subrogation from the insurers under the above insurance policies.



     5.7 Tenant hereby indemnifies and agrees to hold Landlord harmless from any
claims asserted against Landlord on account of any accident or injury or damage
occurring on the Leased Land or in any improvement thereon provided that such
indemnity shall not extend to persons using the driveway on the Leased Land for
access to property other than the Leased Land, unless said accident, injury or
damage is caused by Tenant.



ARTICLE VI



MAINTENANCE OF LEASED LAND AND BUILDING



     6.1 Tenant assumes the sole responsibility for the condition, operation and
maintenance of the Leased Land and the Building and all other improvements.
Tenant shall, at its sole expense, promptly comply with the requirements of
every applicable statute, law, ordinance, regulation or order of any
governmental authority having jurisdiction over the Leased Land and the
Building and all other improvements thereon and shall take all actions
necessary to comply with such requirements. Tenant shall have the right,
however, at its sole expense, to contest the validity of any statute, law,
ordinance, regulation, order or governmental requirement provided such contest
shall be diligently prosecuted, and Tenant shall not be in default hereunder so
long as Tenant is diligently contesting such governmental requirements. Tenant
hereby indemnifies Landlord against the cost of any such proceeding and any
loss, damage or expense resulting from or incurred in connection with such
contest or noncompliance.



     6.2 Tenant shall maintain the Leased Land and the Building and all other
improvements thereon in good condition and repair. Tenant shall promptly make
all necessary repairs, renewals and replacements, interior and exterior,
structural and nonstructural, whether made necessary or caused by fire or other
cause, provided that in the event of a fire or other casualty or occurrence or
destruction or damage to any improvements or the Building, the provisions of
Section 9.1 shall apply.



     6.3 In the event Tenant elects to rebuild or restore the Building, Tenant shall
promptly commence restoration or rebuilding of the Building and proceed to
complete the same diligently. Tenant shall deliver copies of plans and
specifications to Landlord. Such plans and specifications shall be subject to
approval of Landlord, which approval shall not be unreasonably withheld
provided that Landlord shall not disapprove any plans and specifications which
in substance rebuild or restore the Building and other improvements as they
existed prior to the damage or destruction.



     6.4 If Landlord elects to allow the Building to remain pursuant to Paragraph
1.4, Tenant shall surrender and quitclaim the Building in the same condition as
constructed, ordinary wear and tear and fixture removal excepted.



ARTICLE VII

DEMOLITION OF EXISTING IMPROVEMENTS

AND CONSTRUCTION OF NEW BUILDING



     7.1 Subject to the provisions of this Article VII, Tenant may, at any time,
remove any improvements or Building on the Leased Land and/or erect and
construct thereon a new one-story Building and other one-story improvements or
make alterations or additions to any Building or other improvements. Any
Building constructed by Tenant shall be limited to one story in height and
shall be used as a savings and loan association and related parking facilities,



 









 







offices and other uses related to the savings and loan business, including, but
not limited to, parking and drive-in facilities, as deemed necessary or
desirable by Tenant. Any such Building shall be the property of Tenant and
unless Landlord elects pursuant to Paragraph 1.4 title thereto shall not pass
to Landlord until and unless Landlord purchases the Building pursuant to
Paragraph 1.3 hereof, and Tenant shall have the sole right to depreciate such
Building under the provisions of the Internal Revenue Code as it may from time
to time be amended or any similar enactment of any governmental authority
having jurisdiction thereof.



     7.2 Tenant agrees to commence construction within 12 months of the date hereof
of a one-story Building containing no more than 4,000 square feet and
improvements situated substantially as shown in the plot plan attached hereto
as Exhibit A (the “Initial Building”). Following completion of the Initial
Building, if Tenant wishes to substantially alter, remodel or add to the
Initial Building, Tenant shall submit plans and specifications for such
alterations, remodeling or additions to Landlord for Landlord’s approval, which
approval shall not be unreasonably withheld. Landlord acknowledges that its
approval of plans and specifications is limited solely to the location of the
Building on the Leased Land as it relates to surrounding properties and that
Landlord has no right to disapprove any interior changes desired by Tenant.



     7.3 No alteration, demolition or construction of a Building including the
Initial Building, shall be undertaken if the cost thereof shall exceed
$100,000, unless Tenant shall have delivered to Landlord one of the following
three alternative items:




     (a) Copies of contracts for demolition or construction and evidence that
the general contractor has obtained a performance bond with a surety company or
companies reasonably acceptable to Landlord in an amount equal to one hundred
percent (100%) of the amount representing the cost of the work; or




     (b) Copies of contracts for demolition or construction which contracts
shall contain “no-lien” provisions pursuant to which the contractor agrees to
waive its right to file a lien; or




     (c) Establishment by Tenant of a construction loan escrow at a title
insurance company and delivery to Landlord of evidence that the title company
has committed to guarantee the Tenant’s interest in an amount equal to the sum
of all construction payouts free and clear of claims for mechanic’s liens to
the date of such payout and within sixty (60) days after completion of any
demolition, construction or alterations, an ALTA title insurance policy (either
Owner’s or Lessee’s) insuring the Leasehold Estate of Tenant or Landlord’s fee
interest free and clean of all mechanic’s liens which policy shall be in the
amount of the cost of the improvements or demolition.



     Prior to making any improvements, demolition or construction for which a permit
is required, Tenant shall deliver to Landlord a copy of the permit.



     7.4 Following completion of the Initial Building, Tenant may thereafter make
additions or alterations to any such Buildings as Tenant deems desirable
provided Tenant complies with the provisions of Sections 7.2 and 7.3 above.



     7.5 Tenant may install on the Leased Land and in the Building and, after
installation, replace, remove and modify, any items of personal property and
trade fixtures deemed desirable by Tenant and all such items however installed
shall be deemed personal property owned by Tenant and not part of the Building.



 









 





ARTICLE VIII



LIENS



     8.1 Tenant shall neither suffer nor permit any mechanic’s liens to be filed
against the title to the Leased Land nor against Tenant’s title to the
Leasehold Estate hereby created by reason of work, labor, services or materials
supplied or claimed to have been supplied to Tenant or anyone having a right to
possession of such property or Building or any part thereof as a result of an
agreement with or the assent of Tenant. If any such mechanic’s lien shall at
any time be filed, Tenant shall either (i) cause the same to be discharged of
record within ninety (90) days after the date Tenant has actual knowledge of
such filing or (ii) provide Landlord with surety in form or amount reasonably
satisfactory to Landlord or (iii) proceed to contest the same as hereafter
provided. If Tenant shall fail to discharge such mechanic’s lien within such
period or take the other steps referred to above, then in addition to any other
right or remedy of Landlord, Landlord may, but shall not be obligated to,
discharge the same either by paying the amount claimed to be due or by
procuring the discharge of such lien by deposit in court or bonding, and in any
such event Landlord shall be entitled, if it so elects, to compel the
prosecution of an action for the foreclosure of such mechanic’s lien by the
lienor and to pay the amount of the judgment, if any, in favor of the lienor
with interest, costs and allowances. In such event Tenant shall reimburse
Landlord for all sums so expended within ten (10) days after demand has been
made therefor. However, Tenant shall not be required to pay or discharge any
such mechanic’s lien and Landlord shall not be entitled to pursue any remedies
hereunder, and no default shall be created so long as Tenant shall in good
faith proceed to contest the same by appropriate proceedings; provided,
however, that Tenant shall give notice in writing to Landlord of its intention
to contest the validity of such lien and shall indemnify Landlord against any
loss, cost or expense in connection with such contest.



     8.2 Tenant hereby indemnifies and agrees to hold Landlord harmless from and
against all loss, cost or expense arising from any mechanic’s lien claims which
may be filed against the Leased Land or any Building or improvement thereon
arising from acts of Tenant.



ARTICLE IX



DAMAGE TO IMPROVEMENTS



     9.1 In the event of damage by fire or otherwise to any Building on the Leased
Land, Tenant may repair and restore the same or, if Tenant so elects, demolish
all or any portion of the Building instead of repairing and restoring the
Building. All insurance money recovered by the Tenant may be used for
repairing, restoration or demolition and any insurance proceeds not used for
such purpose shall be paid to Tenant.



     9.2 No damage or destruction to the Building or any other improvements on the
Leased Land shall reduce or abate the rental due and payable under this Lease
by Tenant or cause a termination of this Lease or Tenant’s obligations
hereunder.



ARTICLE X



PUBLIC UTILITY CHARGES



     10.1 Payment of Public Utility Charges. Tenant shall pay or cause to be paid
all charges for gas, electricity, light, heat or power, telephone or other
communication service used, rendered or supplied upon or in connection with the
Leased Land and any building thereon and also any charges or expenses in
connection with any alterations, additions, installations or changes required
or desired in connection



 









 







with the supplying or using of such utilities or services or substitutes
therefor throughout the term of this Lease, and to indemnify Landlord and save
it harmless against any liability or damages on such account.



ARTICLE XI



QUIET ENJOYMENT



     11.1 If and so long as the Tenant shall pay the net rent reserved by this
Lease, and shall perform and observe all the covenants, agreements and
conditions herein contained on the part of the Tenant to be performed and
observed, the Tenant shall quietly enjoy the Leased Land without hindrance or
molestation by the Landlord, or any person or persons claiming under Landlord,
subject, however, to the covenants, agreements and conditions of this Lease and
Landlord represents that it has good right to make this Lease for the full term
hereby granted, subject only to the matters in Paragraph 2.1.



ARTICLE XII



CONDEMNATION



     12.1 In the event that all or any part of the Leased Land or any Buildings
thereon or any interest therein shall be taken or damaged by the exercise of
the power of eminent domain (including any temporary taking for governmental
occupancy which extends beyond the term of this Lease), then (whether or not
this Lease shall terminate by operation of law upon such exercise of the power
of eminent domain):




     (a) The amount of damages resulting to Landlord and Tenant, respectively,
and to the respective interests of Landlord and Tenant in and to the Leased
Land and in, to and in connection with this Lease or any Building on the Leased
Land, by reason of such exercise of the power of eminent domain, shall be
separately determined and computed by the court having jurisdiction and
separate awards and judgments with respect to such damages to Landlord and
Tenant respectively, and to each of such respective interest shall be made and
entered.




     (b) In the event that such court or jury shall make a single award without
separately determining the respective interests of Landlord and Tenant, and if
Landlord and Tenant shall not agree in writing as to their respective portions
of such award within twenty (20) days after the date of the final determination
by such court or jury of the amount thereof, Landlord and Tenant agree to
submit the matter to such court on stipulation for the purpose of a judgement
determinative of their respective shares.




     (c) If for any reason the trial judge refuses to permit adjudication of
the respective interests of Landlord and Tenant, then such respective interests
shall be determined in a separate action instituted by Landlord or Tenant to
determine the amount to which each is entitled.




     (d) Notwithstanding any other provision of this Article, it is agreed
between Landlord and Tenant that Tenant shall be entitled to all portions of
the award allocable to the Building and other improvements and all portions of
the award allocated to the Leased Land shall be divided between Landlord and
Tenant as their interests may appear. If, for any reason, Landlord receives or
is awarded the entire award for such Building or other improvements or a share
not based on a prior agreement between Landlord and Tenant as to their
respective amounts or not based on a judicial determination of the respective
shares based on the provisions of this Lease, Landlord shall immediately upon
receipt of such award deposit the same in an escrow with a financial
institution as escrowee under an escrow agreement containing provisions
consistent with the



 









 






relevant provisions of this Lease, and upon adjudication of the property shares
of Landlord and Tenant pursuant to this lease, the escrowee shall pay to Tenant
the amount to which it is entitled.



     12.2 In the event that all the Leased Land, or such portion thereof as shall
make the balance of the Leased Land not, in Tenant’s opinion, which opinion
shall be exercised in good faith by Tenant based on reasonably prudent business
judgment under the circumstances then existing, reasonably capable of
restoration to an economically sound unit (taking into consideration the rent
payable under this Lease), shall be taken by the exercise of the power of
eminent domain or by agreement between Landlord, Tenant and those authorized to
exercise such power, or if this Lease is terminated by operation of law as a
result of the exercise of such power of eminent domain, all rent, and
additional rent and other sums or sums of money and other charges provided to
be paid by Tenant shall be apportioned and paid to the date of such taking and
this Lease shall terminate as of such date. If the foregoing sentence is not
applicable to any taking pursuant to the exercise of the power of eminent
domain:




     (a) Rent (but not any other charges provided to be paid by Tenant, which
shall continue without change) shall be apportioned and paid to the date of
such taking.




     (b) After the date of taking, this Lease shall continue in full force and
effect without any modification, except that the monthly rental payable by
Tenant shall be equitably reduced in the proportion that the portion of the
area of Leased Land taken bears to the total area of the Leased Land prior to
the taking.



     12.3 In the event that all or any part of the Leased Land or any Building
thereon shall be taken by the exercise of the right of eminent domain for
governmental occupancy for a temporary period:




     (a) This Lease shall not terminate and Tenant shall continue to perform
and observe all of its obligations hereunder as though such temporary taking
had not occurred except only to the extent that it may be prevented from so
doing by the terms of the order of the authority which made the taking.




     (b) In the event such taking for governmental occupancy is for a period
entirely within the term of this Lease, then any award made shall be paid to
Tenant.




     (c) If the period of governmental occupancy extends beyond the termination
of the term of this Lease, then any award shall be apportioned between Landlord
and Tenant as of the date of such termination.



     12.4 The provisions of this Article XII shall survive the termination of this
Lease and shall constitute a separate contract between Landlord and Tenant in
regard to their respective rights in and to the proceeds of any condemnation
award.



ARTICLE XIII



EVENTS OF DEFAULT



     13.1 The following events are hereby defined as “Events of Default”:



     13.2 The failure of Tenant to pay any installment of rent, additional rent, or
any other payments as herein provided or required, when due and the continuance
of such failure for a period of ten (10) days after notice thereof in writing.



 









 





     13.3 The failure of Tenant to perform any of the other covenants, conditions
and agreements of this Lease on the part of Tenant to be performed, and the
continuance of such failure for a period of twenty (20) days after notice in
writing thereof (which notice shall specify the respects in which Landlord
contends that Tenant has failed to perform any of such covenants, conditions
and agreements) from Landlord to Tenant unless, with respect to any default
which cannot be cured within twenty (20) days, Tenant, or any person holding
by, through or under Tenant in good faith, promptly after receipt of such
written notice, shall have commenced and thereafter shall continue diligently
to prosecute all action necessary to cure such default.



     13.4 (a) The filing of an application by Tenant for a consent to the
appointment of a receiver, trustee or liquidator of itself or of all of its
assets, (b) the filing by Tenant of a voluntary petition in bankruptcy or the
filing of a pleading in any court of record admitting in writing its inability
to pay its debts as they come due, (c) the making by Tenant of a general
assignment for the benefit of creditors, (d) the filing by Tenant of an answer
admitting the material allegations of, or its consenting to, or defaulting in
answering, a petition filed against it in any bankruptcy or receivership
proceeding.



     13.5 The entry of an order, judgment or decree by any court of competent
jurisdiction, adjudicating Tenant a bankrupt, or appointing a receiver, trustee
or liquidator of it or of all its assets, and such order, judgment or decree
continuing unstayed and in effect for any period of ninety (90) consecutive
days.



ARTICLE XIV



LANDLORD’S REMEDIES



     14.1 Landlord may treat, at its option, any one or more of the Events of
Default as a breach of this Lease and thereupon by serving written notice to
Tenant Landlord shall have, in addition to all other remedies provided by law,
one or more of the following remedies:



     14.2 Landlord may terminate Tenant’s right of possession and may repossess the
Leased Land by forcible entry and detainer suit or otherwise, without demand or
notice of any kind to Tenant (except for such notice expressly provided for in
this Lease) and without terminating this Lease, in which event Landlord may,
but shall be under no obligation to do so, relet all or any part of such Leased
Land for such rent and upon such terms as shall be satisfactory to Landlord. If
the Leased Land is not relet, or if the Leased Land is relet and a sufficient
sum shall not be realized from such reletting after paying all of the costs and
expenses of such reletting and the collection of the rent accruing therefrom,
to satisfy the rent above provided to be paid, then Tenant shall pay to
Landlord as damages a sum equal to the then value as discounted of the rent
reserved in this Lease for such period or periods, or, if the Leased Land has
been relet, Tenant shall satisfy and pay any such deficiency upon demand
therefore from time to time; and Landlord may file suit to recover any sums
falling due under the terms of this Paragraph 14.2 from time to time. Any suit
or recovery of any portion less than the entire amount due Landlord hereunder
shall be no defense to any subsequent action brought for any amount not
theretofore reduced to judgment in favor of Landlord.



     14.3 In the event of any breach or threatened breach by Tenant of any of the
terms, covenants, agreements, provisions or conditions contained in this Lease,
Landlord shall be entitled to enjoin such breach or threatened breach and shall
have the right to invoke any right and remedy allowed at law or in equity or by
statute or otherwise as though re-entry, summary proceedings, and other
remedies were not provided for in this Lease.



 









 





     14.4 Upon the termination of this Lease due to an Event of Default which is not
remedied or upon the termination of Tenant’s right of possession due to a
default, Tenant will at once surrender possession of the Leased Land to
Landlord and remove all effects therefrom and may remove all Buildings in
accordance with Paragraph 1.2 hereof; and if such possession is not immediately
surrendered, Landlord may forthwith re-enter the Leased Land and repossess
itself thereof as of its former estate and remove all persons and their
effects, using such force as may be necessary without being deemed guilty of
any manner of trespass or forcible entry or detainer.



     14.5 Tenant covenants and agrees that if it shall fail to pay any taxes or
other governmental impositions, or fail to obtain and maintain in effect the
insurance herein required or fails to make any other payment or fulfill any
other covenant herein contained Landlord may, but shall not be obligated to,
make such payment or fulfill such covenant and upon demand Tenant shall
reimburse Landlord for all sums so expended together with interest at the rate
of eight percent (8%) per annum.



     14.6 Notwithstanding the grace periods during defaults set forth in Article
XIII, interest shall accrue on any late payment from the date due at the rate
of eight percent (8%) per annum until paid.



     14.7 If Tenant holds over after the exemption of the term of this Lease, Tenant
shall be deemed to be tenant from month to month and the rental payable by
Tenant during the period of holding over shall be $2,759.00 per month.



ARTICLE XV



NO WAIVER



     15.1 The receipt of rent by Landlord, with knowledge of any breach of this
Lease by Tenant or of any default on the part of Tenant in the observance or
performance of any of the conditions, agreements or covenants of this Lease,
shall not be deemed to be a waiver of any provision of this Lease. No failure
on the part of Landlord to enforce any covenant or provision herein contained,
nor any waiver of any right thereunder by Landlord, unless in writing, shall
discharge or invalidate such covenant or provision or affect the right of
Landlord to enforce the same in the event of any subsequent breach or default.
No covenant or condition of this Lease shall be deemed to have been waived by
Landlord unless such waiver be in writing, signed by Landlord or Landlord’s
agent duly authorized in writing. Consent of Landlord to any act or matter must
be in writing and shall apply only with respect to the particular act or matter
to which such consent is given and shall not relieve Tenant from the
obligations, wherever required under this Lease, to obtain the consent of
Landlord to any other act or matter. The receipt by Landlord of any rent or any
other sum of money or any other consideration hereunder paid by Tenant after
the termination, in any manner, of the term demised, shall not reinstate,
continue or extend the term herein demised, unless so agreed to in writing and
signed by Landlord.



ARTICLE XVI



ESTOPPEL CERTIFICATES



     16.1 The Landlord, within thirty (30) days after written request of the Tenant,
will furnish a written statement, duly acknowledged, of the following items:
(a) the amount of the rent due, if any; (b) whether or not the insurance
required by Article V above has been supplied in compliance therewith; (c)
whether or not this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same are in full force and effect as
modified and stating the modifications); and (d) whether or not Tenant is in
default.



 









 





     16.2 The Tenant, within thirty (30) days after written request of Landlord,
will furnish a written statement, duly acknowledged, as to (a) whether this
Lease is unmodified and in full force and effect; (b) whether this Lease has
been modified or amended in any respect and submitting copies of such
modifications, if any; and (c) whether there are any defaults thereunder to the
knowledge of the Tenant and specifying the nature of such defaults, if any.



     16.3 It is intended that any statement delivered pursuant to this Article may
be relied upon by any prospective purchaser of Landlord’s interest in the
Leased Land, by any assignee of Tenant’s leasehold estate or Tenant’s interest
in any Building or by a sublease of all or any part of the Leased Land or
Building or by any supervisory agency having jurisdiction over the affairs of
Tenant, but such statement shall have no effect, as an estoppel or otherwise,
with respect to any other party. Upon the failure of the Landlord or the
Tenant, as the case may be, to furnish such statement within the said thirty
(30) day period, it shall be conclusively presumed that said Lease is in full
force and effect and that there are no defaults thereunder. Upon the failure of
the Landlord or the Tenant, as the case may be, to furnish such statements
within the said thirty (30) day period, the party requesting such statement
shall have the right to prepare such statement and to execute it as the other
party’s attorney-in-fact.



ARTICLE XVII



ASSIGNMENT OR SUBLETTING



     17.1 Tenant may not assign or sublet its interest in this Lease or all or any
portion of the Leased Land or Building or other improvements without Landlord’s
prior written consent, which consent shall not be unreasonably withheld
provided that Tenant may assign the Lease to any corporation owned by Tenant or
to any corporation which acquires substantially all the assets of Tenant and
Tenant may sublet portions of the Building to entities which may conduct
business related to savings and loan business such as safe deposit business and
insurance business.



     17.2 Tenant shall have no right to encumber Landlord’s fee estate in the Leased
Land.



ARTICLE XVIII



OPINION TO REVIEW



     18.1 Tenant is hereby granted an option to renew the term of this Lease for two
additional periods of five (5) years each commencing upon the termination of
the initial ten (10) year term. Tenant may exercise each option by written
notice mailed to Landlord at any time prior to one hundred eighty (180) days
before the termination of the initial ten (10) year term in the case of the
first such option, or the end of the prior five (5) year option period in the
case of subsequent option periods, provided that if Tenant fails to serve such
notice prior to one hundred eighty (180) days before the end of such term,
Landlord shall notify Tenant that Tenant has not elected to renew the terms and
Tenant shall have an additional five business days after receipt of such notice
to elect to renew the term of the Lease. If tenant elects to renew the term of
the Lease for the first five (5) year renewal period, the annual rental for
such renewal term shall be $25,000.00 payable in monthly installments of
$2,083.34 on the first day of each month of the first renewal term with
appropriate adjustments for any monthly payment for partial months at the
commencement and end of the renewal term. If Tenant elects to renew the term of
the Lease for the second five (5) year renewal period, the annual rental for
such renewal term shall be $27,500.00 payable in monthly installments of
$2,291.67 on the first day of each month. Except as otherwise provided in this
Paragraph 18.1, all of the terms and provisions of this Lease shall apply to
each renewal term.



 









 





ARTICLE XIX



DRIVEWAYS AND EASEMENTS



     19.1 Adjoining the Lease Land to the south and west are driveways which provide
access to the Leased Land as well as the existing National Tea store located
southwest of the Leased Land. Landlord hereby granted to Tenant, its
successors, assigns, employees, guests, agents and invitees, an easements of
ingress and egress for vehicular and foot traffic for the benefit of the Leased
Land over and across each of said existing driveways each being approximately
25 feet in width. Landlord agrees to maintain said driveways and to keep the
same free from ice and snow and open for ingress and egress. Landlord and
Tenant agree to cooperate in planning vehicular flow so as to accommodate
traffic, but Landlord agrees not to change traffic plans without Tenant’s
consent, which consent shall not be reasonably withheld.



     Tenant acknowledges that Landlord has agreed with National Tea Company to place
a driveway across the Leased Land from Lawrence Avenue to the driveway
adjoining the Leased Land on the south which driveway shall be approximately 25
feet, more or less, west of the easterly line of the Leased Land. Tenant
consents to the construction and use of such driveway by customers and invitees
of the National Tea store which use shall be in common with Tenant and its
successors, assigns, employees, agents, guests and invitees. Landlord shall
bear eighty percent (80%) of the initial cost of installing and paving such
driveway and Tenant shall pay twenty percent (20%) of the cost. Thereafter,
Tenant agrees to maintain the portion of such driveway as is located on the
Leased Land and agrees to pay all real estate taxes on such portion of the
driveway as are assessed during the term of this lease. The traffic flow on
such driveway shall be subject to Tenant’s approval, which approval shall not
be unreasonably withheld.



     Tenant’s acknowledges that the use of the two driveways adjoining the Leased
Land and the driveway crossing the Leased Land may be expanded to include use
for the now vacant area south of the Leased Land provided that the said
driveways are at all times open to permit unobstructed ingress and egress to
the Leased Land.



     Landlord may relocate, at its option, the driveway to the south of the Leased
Land not more than sixty feet to the south of its present location, provided
the easement of Tenant pursuant to Paragraph 19.1 shall be extended to include
the driveway as relocated and Tenant shall be granted an easement of ingress
and egress of approximately 25 feet in width from the Leased Land to the
relocated driveway.



ARTICLE XX



SIGNS



     20.1 Tenant shall have the right to install such sign or signs on the Leased
Land and Building as Tenant may desire, subject only to applicable building and
zoning regulations of the Village of Norridge and the approval of the Landlord
which approval shall not be unreasonably withheld. Landlord shall have the
right to install a sign on a ten foot by ten foot area acceptable to Landlord
and Tenant on the northeast corner of the Leased Land pertaining to uses
located on property owned by Landlord south of the Leased Land, subject to the
reasonable approval of Tenant as to size and content of said sign with respect
to those normally used in Chicago, Illinois for commercial development.



ARTICLE XXI



NOTICES



 









 





     21.1 In every case where under any of the provisions of this Lease or in the
opinion of either Landlord or Tenant, or otherwise, it shall or may become
necessary or desirable to make or give any declaration or notice of any kind,
it shall be sufficient if a copy of any such declaration or notice is sent by
registered or certified mail, postage prepaid, properly addressed to Landlord
or Tenant at such address as the one party or parties may have theretofore
furnished to the other party in writing for the purpose of receiving notices;
of if no such address shall have been theretofore furnished to such party for
such purpose, then properly addressed to the party as follows:




     If intended for Tenant:




	 	 	 	Fairfield Savings and Loan Associates

1601 North Milwaukee

Chicago, Illinois 60647

Attention: President






     If intended for Landlord:




	 	 	 	c/o Joseph C. Sanfillippo

1777 Hamilton Avenue

San Jose, California 95125





     21.2 Whenever a notice is required by this Lease to be given by either party
hereto to the other party, the notice shall be considered as having been given
on the day on which the notice was placed in the mail as provided by this
Article XXI.



ARTICLE XXII



MISCELLANEOUS



     22.1 This Lease contains the entire agreement between the parties and shall not
be modified in any manner except by an instrument in writing executed by the
parties or their respective successors or assigns in interest.



     22.2 Any word contained in the text of this Lease shall be read as the singular
or the plural and as the masculine, feminine or neuter gender as may be
applicable in the particular context.



     22.3 The captions of this Lease are for convenience and reference only and in
no way define, limit or describe the scope or intent of this Lease, nor in any
way affect this Lease.



     22.4 All the provisions of this Lease shall be deemed and construed to be
“conditions” as well as “covenants”, as though the words specifically
expressing or importing covenants and conditions were used in each separate
provision hereof and that all the covenants herein shall be deemed to be
covenants running with the land and binding on or inuring successors and
assigns of Landlord and Tenant.



     22.5 Time is of the essence as to the covenants in this Lease.



     22.6 This Lease shall be construed and enforced in accordance with the laws of
the State of Illinois.



     22.7 In the event of any litigation between Landlord and Tenant arising on
account of the Lease, the prevailing party shall be entitled to recover its
reasonable attorneys fees from the other party.



 









 





ARTICLE XXIII



LANDLORD’S COVENANT



     23.1 In consideration for the agreement herein contained and in particular the
agreement by Tenant to permit a driveway across the Leased Land to serve other
premises and to permit a sign to advertise other business, Landlord covenants
and agrees that as long as this Lease is in effect it will not permit any
tenant of any other portion of the shopping center property owned or controlled
by Landlord as shown on Exhibit B attached hereto to establish a bank or
savings and loan association or any facility, such as a drive-in window or
machine for accepting deposits, owned or controlled by a bank or savings and
loan association and Landlord agrees not to sell any portion of such property
to a financial institution for such use. Nothing herein, however, shall apply
to installation of such facilities within the existing National Tea store shown
on Exhibit B.



ARTICLE XXIV



MEMORANDUM OF LEASE



     24.1 The parties shall prepare, execute and cause to be recorded a short form
Memorandum of Lease in the form attached hereto as Exhibit C.



ARTICLE XXV




     In the event any provision of this Lease is held to be unenforceable, such
provision shall be separable from the remaining provisions and the remaining
provisions shall not be affected thereby.



     IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed this 29th day of April, 1976.



	 	 	 	 	 	 	 
	FAIRFIELD SAVINGS AND LOAN

ASSOCIATION	 	LAWRENCE-CUMBERLAND SHOPPING CENTER,

a California Partnership
	 
	 	 	 	 	 	 
	By
	 	/s/ George M. Briody, Jr
	 	By
	 	/s/ Joseph Sanfilippo
	 
	 	
 	 	 	 	
 
	
	 	 	 	 	 	JOSEPH C. SANFILIPPO
	 
	 	 	 	 	 	 
	ATTEST:	 	 	 	 
	 
	 	 	 	 	 	 
	By
	 	/s/ June Hamilton
	 	By	 	/s/ Grace A. Sanfilippo
	 

	 	
 
	 	 	 	
 
	

	 	 	 	 	 	GRACE SANFILIPPO







AMENDMENT TO LEASE



     Agreement made this 29th day of April, 1976 by and between Joseph C.
Sanfilippo and Grace Ann Sanfilippo (“Landlord”) and Fairfield Savings and Loan
Association (“Tenant”)



     Whereas, Landlord and Tenant have entered into a lease dated as of April 29,
1976 for certain premises located on the southeast corner of Thatcher and
Lawrence in Chicago, Illinois (the “Lease”) and



     Whereas, the parties desire to amend Article XVII of the Lease.



 









 





     Now, Therefore, Article XVII of the Lease is hereby amended by adding thereto
the following:




     Tenant may also sublet to another financial institution. If Tenant requests
permission to sublease for some use other than a financial institution, which
request shall only be made if Tenant is unable to use the leased premises for
its own use, Landlord shall not unreasonably withhold its consent provided (i)
the proposed use is not inconsistent with other uses now within the area
depicted on Exhibit B to the lease and (ii) Landlord may request a reasonable
charge or fee or reasonably adjust the rental for consenting to the sublease it
being intended that Tenant may sublease for such other uses if Landlord’s
ability to develop its shopping center is not adversely affected thereby or
Landlord is compensated for any such adverse effect.



     IN WITNESS WHEREOF, Landlord and Tenant have signed this amendment as of April
29, 1976.



	 	 	 	 	 	 	 
	FAIRFIELD SAVINGS AND LOAN ASSOCIATION	 	 	 	 
	 
	 	 	 	 	 	 
	By
	 	/s/ George M. Briody, Jr.	 	By	 	/s/ Joseph Sanfilippo
	
	 	
	 	 	 	
 
	

	 	 	 	 	 	Joseph C. Sanfilippo
	 
	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	/s/ June Hamilton
	 	By
	 	/s/ Grace A. Sanfilippo
	
	 	
	 	 	 	
 
	

	 	 	 	 	 	Grace Ann Sanfilippo







FIRST AMENDMENT TO LEASE



     THIS FIRST AMENDMENT TO LEASE (the “Agreement”) is made and entered into this
29th day of December 1995, by and between the Estate of Joseph C. Sanfilippo
and Grace Ann Sanfilippo, doing business as Lawrence & Cumberland Shopping
Center



     (“Landlord”), and Fairfield Savings Bank, F.S.B., successor in interest to
Fairfield Savings and Loan Association (“Tenant”).



WITNESSETH:



     WHEREAS, Landlord’s predecessor in interest and Tenant’s predecessor in
interest have previously entered into a lease agreement dated April 29, 1976
(the “Lease”), for the use and occupancy of certain land by Tenant (the “Leased
Land”) as more particularly described in the Lease, located at 8301 West
Lawrence Avenue, Norridge, Illinois; and



     WHEREAS, Landlord and Tenant do hereby intend to amend and modify the
Lease as hereinafter set forth.



     NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:



 









 






	1.	 	Extended Term. The Term of the Lease shall be extended for a term of ten
(10) years (the “Extended Term”) commencing upon May 1, 1996 (the “Extended
Term Commencement Date”) and continuing through April 30, 2006.
	 
	2.	 	Rental. The annual rental for the Leased Land is hereby increased to
Forty-Three Thousand and No/100 Dollars ($43,000.00), payable in advance in
equal monthly installments of $3,583.33, for a term commencing May 1, 1996 and
terminating April 30, 2001 and an annual rental of Fifth Thousand and No/100
Dollars ($50,000.00) payable in advance in equal monthly installments of
$4,166.67 commencing on May 1, 2001 and terminating April 30, 2006.
Additionally, the annual rental for years six (6) through ten (10) of the
Extended Term shall be adjusted, commencing on May 1, 2001, by the “CPI” index
as provided hereinafter.
	 
	 	 	The May 1, 2001 adjustment shall be based on the percentage difference between
the Price Index (as defined hereinafter) for the month of March, 2001 and the
Price Index for the Base Year, which for the purposes of this Agreement is
defined as October, 1995. The annual rental shall be adjusted as set forth
hereinabove by adding to the annual rental the sum resulting from multiplying
the annual rental payable for years six (6) through ten (10) by the percentage
described in this paragraph. The “Price Index” shall be the Consumer Price
Index (“CPI”) now known as the “U.S. Department of Labor, Bureau of Labor
Statistics Consumer Price Index, Average for Labor Wage Earners and Clerical
Workers, all items (1982-84 = 100)”.
	 
	 	 	The resulting new annual rental, which in each instance shall in no event be
less than Fifty Thousand Dollars ($50,000.00), shall be payable in equal
monthly installments as set forth hereinabove.
	 
	 	 	In the event the CPI is discontinued, comparable statistics on the purchasing
power of the consumer dollar, as published at the time of said discontinuance,
by a responsible financial periodical of recognized authority, shall be used
for making such computation.
	 
	3.	 	Option to Renew. So long as the Lease is in full force and effect and Tenant
either at the time of exercising the Option to Renew described in this
Paragraph or at the time of the commencement of the following described Option
Period is not in default under the Lease either at the time of the exercise of
the Option to Renew described in this Paragraph or at the time of the
commencement of each of the following described Option Periods:
	 
	 	 	Tenant is hereby granted an option to renew the Lease (the “Option to Renew”)
for two (2) successive renewal terms (the “Option Periods”), each commencing
upon the day next following the expiration of the then current Lease Term. The
Option Periods shall each be for a term of five (5) years. The terms of the
Lease during the Option Period shall be the same as during the current Lease
period except as provided below. The Option to Renew must be exercised no less
than one hundred eighty (180) days prior to the expiration of the Lease by
written notice to Landlord sent by registered or certified mail, return receipt
requested. In the event Tenant fails to notify Landlord, in the manner herein
specified, this Option to Renew shall be of no further force and effect.
	 
	 	 	The annual rental for the Option Periods shall be Fifth Thousand and No/100
Dollars ($50,000.00) adjusted by the CPI, in accordance with the terms of
Section 2 of this Agreement. The annual rental shall be adjusted on May 1, 2006
and May 1, 2011, and such adjustments shall be based on the percentage
difference between the Price Index for the months of March, 2006 and March,
2011, respectively, and the Price Index for the Base Year. In no
event shall the
annual rental during any Option period decrease below Fifty Thousand and No/100
Dollars ($50,000.00).




 









 












	4.	 	Notice. As of the date hereof, the notice address for Landlord, as
referenced in Sections 3.2 and 21.1 of the Lease, shall be changed to:






	 	 	 	Lawrence & Cumberland Shopping Center

c/o Lorna Stuart

18809 Cox Avenue, Suite 200

Saratoga, California 95070

	 
	 	 	 	with a copy to:
	 
	 	 	 	Stephen R. Chesler

Schwartz & Freeman

401 N. Michigan Avenue, Suite 1900

Chicago, Illinois 60611






	5.	 	Default Rate. As of the date hereof, the reference to “eight percent (8%)”
in Sections 14.5 and 14.6 of the Lease shall be deleted, and “the prime rate of
interest as announced from time to time by First National Bank of Chicago,
Chicago, Illinois, plus two percent (2%)” shall be substituted in lieu thereof.
	 
	6.	 	Holdover Rent. As of the date hereof, the reference in Section 14.7 of the
Lease to $2,750.00 per month” shall be deleted, and “one hundred fifty percent
(150%) of the monthly rental payable for the immediately preceding month of the
terms of the Lease” shall be substituted in lieu thereof.
	 
	7.	 	Conflict of Terms. Except as expressly amended herein, all terms and
conditions in the Lease shall remain unchanged and in full force and effect,
and all capitalized terms not otherwise defined herein shall have the meaning
set forth in the Lease. In the event of any conflict between the terms and
conditions of the Lease and the terms and conditions of this Agreement, the
terms and conditions of this Agreement shall control.





	 	 	 	 	 	 	 
	LANDLORD:	 	TENANT:
FAIRFIELD SAVINGS BANK, F.S.B.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Delora J.W. Sanfilippo	 	By:	 	/s/ George M. Briody
	
	 	
 	 	 	 	
 
	

	 	Delora J.W. Sanfilippo,

Administrator of the Estate of

Joseph C. Sanfilippo
	 	Its:
	 	President

	 
	Witness:

	 	/s/ Loma Stuart
	 	Witness:
	 	/s/ F. Gregory Opelka
	

	 	
 
	 	 	 	
 
	Date:
	 	 
	 	Date:	 	5/23/96

	 
	By:
	 	/s/ Grace Ann Sanfilippo	 	 	 	 
	

	 	
 	 	 	 	 
	

	 	Grace Ann Sanfilippo	 	 	 	 
	 
	Witness:

	 	/s/ (illegible signature)
	 	Witness:
	 	/s/ Barbara J. Urban
	
	 	
 	 	 	 	
 
	Date:
	 	 
	 	Date:
	 	5/23/96