exv10w22



 




EXHIBIT 10.22
















LEASE











	 	 	 
	Premises:

	 	Portion of property commonly known
as

Glen Oak Plaza

1441 Waukegan Road

Glenview, Illinois 60025
	 
	 
	Owner:

	 	Devon Bank, not personally but solely as Trustee under Trust No.
2750 dated April 22, 1976
	 
	 
	Tenant:

	 	Midwest Bank and Trust Company, an Illinois corporation







 









 






Table of Contents




	 	 	 





ARTICLE I GRANT AND TERM




          SECTION
1.01. Leased Premises

          SECTION
1.02. Use of Additional Areas

          SECTION
1.03. Commencement of Term

          SECTION
1.04. Length of Term

          SECTION
1.05. Conditions Precedent, Approvals and Termination



7.01 ARTICLE II RENT




          SECTION
2.01. Minimum Rent

          SECTION
2.02. Real Estate Taxes





ARTICLE III CONSTRUCTION OF LEASED PREMISES




          SECTION 3.01. Changes and Additions to Building



ARTICLE IV CONDUCT OF BUSINESS BY TENANT




          SECTION 4.01. Use of Premises



ARTICLE V PARKING AND COMMON USE AREAS AND FACILITIES




          SECTION 5.01. Control of Common Areas by Owner



ARTICLE VI COST OF MAINTENANCE OF COMMON AREAS




          SECTION 6.01. Tenant to Bear Pro Rata Share of Expense



ARTICLE VII SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS




          SECTION
7.01. Installation by Tenant

          SECTION
7.02. Removal and Insurance by Tenant

          SECTION
7.03. Tenant Shall Discharge All Liens

          SECTION
7.04. Signs, Awnings and Canopies



ARTICLE VIII MAINTENANCE OF LEASED PREMISES




          SECTION
8.01. Maintenance by Tenant

          SECTION
8.02. Maintenance by Owner

          SECTION
8.03. Surrender of Leased Premises






          SECTION 8.04. Rules and Regulations



ARTICLE IX INSURANCE AND INDEMNITY




          SECTION
9.01. Liability Insurance

          SECTION
9.02. Increase in Fire Insurance Premium

          SECTION 9.03. Indemnification of Owner



 









 





ARTICLE X SUBORDINATION AND ATTORNMENT



ARTICLE XI ASSIGNMENT AND SUBLETTING




          SECTION
11.01. Consent Required

          SECTION 11.02. Assignment and Subletting Without Consent



ARTICLE XII WASTE, GOVERNMENTAL REGULATIONS




          SECTION
12.01. Waste or Nuisance

          SECTION
12.02. Compliance With Laws

          SECTION 12.03. Environment



ARTICLE XIII ADVERTISING




          SECTION 13.01. Solicitation of Business



ARTICLE XIV DESTRUCTION OF LEASED PREMISES




          SECTION
14.01. Total or Partial Destruction

          SECTION 14.02. Partial Destruction of Shopping Center



ARTICLE XV EMINENT DOMAIN




          SECTION
15.01. Total Condemnation

          SECTION
15.02. Total Parking Area

          SECTION
15.03. Partial Condemnation

          SECTION
15.04. Partial Condemnation in Parking Area

          SECTION
15.05. Owner’s Damages

          SECTION 15.06. Tenant’s Damages



ARTICLE XVI DEFAULT OF THE TENANT




          SECTION
16.01. Right to Re-enter

          SECTION
16.02. Right to Relet

          SECTION 16.03 Legal Expenses



ARTICLE XVII ACCESS BY OWNER




          SECTION
17.01. Right of Entry

          SECTION 17.02. Excavation



ARTICLE XVIII TENANT’S PROPERTY




          SECTION
18.01. Taxes on Leasehold

          SECTION
18.02. Loss and Damage

          SECTION 18.03 Notice by Tenant



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ARTICLE XIX HOLDING OVER, SUCCESSORS




          SECTION
19.01. Holding Over

          SECTION 19.02. Successors



ARTICLE XX QUIET ENJOYMENT




          SECTION 20.01. Owner’s Covenant



ARTICLE XXI LIABILITY OF OWNER



ARTICLE XXII WAIVER OF SUBROGATION RIGHTS



ARTICLE XXIII NOTICE TO LENDER



ARTICLE XXIV HAZARDOUS WASTE



ARTICLE XXV MISCELLANEOUS




          SECTION
25.01. Waiver

          SECTION
25.02. Accord and Satisfaction

          SECTION
25.03. Entire Agreement

          SECTION
25.04. No Partnership

          SECTION
25.05. Force Majeure

          SECTION
25.06. Captions and Section Numbers

          SECTION
25.07. Tenant Defined, Use of Pronoun

          SECTION
25.08. Broker’s Commission

          SECTION
25.09. Partial Invalidity

          SECTION
25.10. Recording




ARTICLE XXVI NOTICE



ARTICLE XXVII OPTIONS FOR ADDITIONAL PERIODS




          SECTION 27.1. Options to Renew – Extended Terms



ARTICLE XXVIII EXCULPATORY CLAUSE




          SECTION 28.1. Owner’s Exculpatory Clause


Exhibit A — Depiction of Shopping Center and Leased Premises



Exhibit X — Legal Description of Shopping Center


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     THIS INDENTURE OF LEASE (herein called “lease”), made as of the 28th day
of August, 2002, by Devon Bank, not personally but solely as Trustee under
Trust Number 2750 dated April 22, 1976, c/o Glen Oak Plaza, 1411A Waukegan
Road, Glenview, Illinois 60025 herein called “Owner,” and Midwest Bank and
Trust Company, an Illinois Corporation, 501 West North Avenue, Melrose Park,
Illinois 60160 herein called “Tenant.”



W I T N E S S E T H



ARTICLE I



GRANT AND TERM



SECTION 1.01. Leased Premises.



     In consideration of the rents, covenants and agreements hereinafter
reserved and contained on the part of Owner and Tenant to be observed and
performed, Owner demises and leases to Tenant, and Tenant rents from Owner,
those certain leased premises (as hereinafter defined), located on a portion of
property commonly known as Glen Oak Plaza at 1441 Waukegan Road, Village of
Glenview 60025, Cook County, State of Illinois and legally described on Exhibit
X attached hereto (herein called the “Shopping Center”), which leased premises
(as hereinafter defined) consists of an existing building containing an area of
approximately 1285 square feet and drive-through facilities of approximately
2415 square feet, a total of 3700 square feet (said building and said
drive-through facilities herein collectively called the “leased premises”)
known as 1441 Waukegan Road, Glenview, Illinois, 60025. The Shopping Center
and leased premises thereon are depicted on Exhibit A.



SECTION 1.02. Use of Additional Areas.



     The use and occupation by Tenant of the leased premises shall include the
use in common with others entitled thereto of the common areas, service roads,
loading facilities, sidewalks and customer car parking areas, and other
facilities as may be designated from time to time by Owner, subject however to
the terms and conditions of this lease and to reasonable rules and regulations
for the use thereof as prescribed from time to time by Owner.



     Tenant shall expand or rebuild the existing building to approximately
2,500 square feet within the footprint of the existing building and
drive-through facilities on or before July 1, 2003 (the existing building as
expanded or rebuilt is herein called “Building”). All building specifications
and plans for such expansion or rebuilding of the existing building are subject
to Owner’s approval, which shall not be unreasonably withheld. Except as in
this lease otherwise provided, Tenant shall be responsible for all repairs and
maintenance of the leased premises during the term of this lease.



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SECTION 1.03. Commencement of Term.



     The term of this lease, and Tenant’s obligation to pay rent, shall
commence January 1, 2003 (the “commencement date”). Commencing on the date
this lease is signed by Tenant and Owner, Tenant shall have the right to enter
the leased premises to perform its construction work as contemplated.



SECTION 1.04. Length of Term.



     The term of this lease shall be for ten years.



SECTION 1.05. Conditions Precedent, Approvals and Termination.



     The parties acknowledge that Tenant intends to use the leased premises for
a financial institution with drive-through banking capabilities (herein
referred to as “Intended Use”).



     Notwithstanding anything in this lease to the contrary, the obligation of
Tenant pursuant to the terms of this lease is subject to Tenant satisfying each
of the following within one hundred twenty (120) days after the full execution
and delivery of this lease: (1) obtaining from the Village of Glenview,
Illinois (herein referred to as “Village”), all necessary variations, site plan
approvals, sign approvals and/or governmental approvals satisfactory to Tenant
which will permit development of the leased premises in accordance with
Tenant’s Intended Use; (2) obtaining or satisfying itself that it can obtain
building permits, approvals, certificates and other authorizations from and
agreements with such municipal and other public agencies and authorities as
may, in Tenant’s judgment, be necessary or appropriate for the Intended Use of
the leased premises; and (3) obtaining any and all approvals in writing from
the Office of Banks and Real Estate of the State of Illinois so that Tenant may
use the leased premises for Tenant’s Intended Use. All of the foregoing are
hereinafter referred to as the “Approvals.” Owner agrees to cooperate with and
assist Tenant in obtaining such Approvals to permit Tenant’s Intended Use of
the leased premises, but nothing in this Section shall require Owner to expend
any funds or appear before any boards or commissions or at any hearings.
Owner, upon request, shall execute applications, petitions and such other
instruments as Tenant may reasonably request in connection with the Approvals.
Tenant agrees to use reasonable efforts to cause the conditions set forth
herein to be satisfied and to perform all actions hereunder diligently and in
good faith.



     If Tenant, in its sole reasonable discretion, determines that it will be
unable to satisfy any of the Approvals set forth above within said 120-day
period, Tenant may, at its option, by notice given to Owner prior to expiration
of said 120-day period, extend the said period for an additional sixty (60)
days. Extension of any of the above time periods for satisfaction of the
applicable Approvals shall not be deemed a waiver of Tenant’s right to
terminate this lease as a result of Tenant’s ultimate failure to satisfy any of
said Approvals. If Tenant, in its sole discretion, determines that it will be
unable to satisfy any of the Approvals within the specified applicable time
period (including any extension thereof as provided in the preceding sentence),
Tenant may, at its option, elect to terminate this lease by notice given to
Owner (as it may be so extended), and thereafter neither Owner nor Tenant shall
have any further rights or obligations hereunder. Such a termination notice
shall specify and explain which of the Approvals could not be satisfied.



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ARTICLE II



RENT



SECTION 2.01. Minimum Rent.



     The fixed rent during the term of this lease shall be payable by Tenant in
equal monthly installments, on or before the first day of each month in
advance, at the office of Owner or at such other place designated in writing by
Owner, without any prior demand therefore, and without any deduction or set-off
whatsoever, and shall be as follows:




     1/1/03 through the date prior to the day Tenant commences
business at the leased premises: $3,500 per month, but if Tenant
commences business on a date other than the first of a month, then
the monthly rent for the month in which Tenant commences business
shall be equitably prorated on a per diem basis.




     From the date Tenant commences business at the leased
premises through 12/31/07: $5,583 per month, but if Tenant
commences business on a date other than the first of a month, then
the monthly rent for the month in which Tenant commences business
shall be equitably prorated on a per diem basis.




     1/1/08 through 12/31/12: $6,000 per month



SECTION 2.02. Real Estate Taxes.



     Owner will pay in the first instance all real property taxes which may be
levied or assessed by any lawful authority against the land and improvements in
the Shopping Center. Tenant shall pay as additional rent the pro rata share of
such taxes, determined in the same manner as the cost of maintenance of common
areas (Section 6.01). The tax year of any lawful authority commencing during
any lease year shall be deemed to correspond to such lease year. Tenant shall
pay $1,000 per month on account for said taxes and for common area maintenance.
At the end of each calendar year, Owner shall send a statement for the actual
amount due and any balance owed in excess of the amounts previously paid by
Tenant shall be paid within twenty (20) days thereafter. In the event Tenant
has overpaid, Owner shall refund said excess to Tenant. A tax bill submitted
by Owner to Tenant shall be sufficient evidence of the amount of taxes assessed
or levied against the land and improvements in the Shopping Center. Taxes
shall not include late fees or penalties. Credits shall be given to Tenant for
Tenant’s proportionate share of any refunds later received by Owner.



ARTICLE III



CONSTRUCTION OF LEASED PREMISES



SECTION 3.01. Changes and Additions to Building.



     Owner hereby reserves the right at any time to make alterations or
additions to the buildings in the Shopping Center (other than the Building) and
to build adjoining the same. Owner also



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reserves the right to construct other
buildings or improvements in the Shopping Center from time to time and to make
alterations thereof or additions thereto and to build additional stories on any
such building or buildings and to build adjoining same. Owner shall not make
changes which will (i) change the location or configuration of the leased
premises, (ii) disrupt Tenant’s business, (iii) materially restrict public
visibility of the leased premises, (iv) affect the proximity of the leased
premises to parking areas, (v) limit access or egress to the leased premises,
or (vi) reduce the ratio of parking spaces within the Shopping Center.




ARTICLE IV



CONDUCT OF BUSINESS BY TENANT



SECTION 4.01. Use of Premises.



     Tenant shall use the leased premises solely for the purpose of conducting
the business of a financial institution with drive-through banking capabilities
and such ancillary businesses as are usual and customary in the operation of a
financial institution.



     Tenant will not use or permit, or suffer the use of, the leased premises
for any other business or purpose.



ARTICLE V



PARKING AND COMMON USE AREAS AND FACILITIES



SECTION 5.01. Control of Common Areas by Owner.



     All automobile parking areas, driveways, entrances and exits thereto, and
other facilities furnished by Owner in or near the Shopping Center, including
employee parking areas, the truck way or ways, loading docks, package pick-up
stations, pedestrian sidewalks and ramps, landscaped areas, exterior stairways,
comfort stations and other areas and improvements provided by Owner for the
general use, in common, of tenants, their officers, agents, employees and
customers, shall at all times be subject to the exclusive control and
management of Owner, and Owner shall have the right from time to time to
establish, modify and enforce reasonable rules and regulations with respect to
all facilities and areas mentioned in this Article. Owner shall have the right
to construct, maintain and operate lighting facilities on all said areas and
improvements; to police the same; from time to time, subject to Section 3.01,
to change the area, level, location and arrangement of parking areas and other
facilities hereinabove referred to; to restrict parking by tenants, their
officers, agents and employees to employee parking areas; to close all or any
portion of said areas or facilities to such extent as may, in the opinion of
Owner’s counsel, be legally sufficient to prevent a dedication thereof or the
accrual of any rights to any person or the public therein; to close temporarily
all or any portion of the parking areas or facilities; to discourage
non-customer parking; and to do and perform such other acts in and to said
areas and improvements as, in the use of good business judgment, Owner shall
determine to be advisable with a view to the improvement of the convenience and
use thereof



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by tenants, their officers, agents, employees and customers. Owner
will operate and maintain the common facilities referred to above. Common
areas shall be maintained by Owner in a first class manner. Owner shall keep
parking areas and sidewalks well lit and free of snow, ice and debris. Owner
shall also maintain all landscaped areas and properly trim all trees. If Owner
fails to do so, Tenant shall have the right of self help and to charge the cost
to Owner. Owner shall have the full right and authority to employ all
personnel and to make all rules and regulations pertaining to and necessary for
the proper operation and maintenance of the common areas and facilities.
Tenant shall utilize the parking lot at the northeast corner of the Shopping
Center with an entrance at the east side of the leased premises to be used for
all deliveries, as well as for employees. Owner shall comply with the minimum
number of parking space requirements as determined by the Village of Glenview
and shall at all times provide not less than 5 spaces per 1000 square feet of
rentable space for the leased premises. Notwithstanding anything in this lease
provided to the contrary, Owner shall do nothing to interfere with the
continual use of the drive-through facilities.




ARTICLE VI



COST OF MAINTENANCE OF COMMON AREAS



SECTION 6.01. Tenant to Bear Pro Rata Share of Expense.



     (a) In each lease year, as defined in Section 2.02 hereof, Tenant will pay
to Owner, in addition to the fixed rent specified in Article II hereof, as
additional rent, subject to the limitation hereinafter set forth, a proportion
of the Shopping Center’s operating cost, hereinafter defined, based upon the
ratio of the square feet of the leased premises to the total square feet of all
the building space leasable in the Shopping Center, except that for the purpose
of this computation each two (2) square feet of basement or second floor space
shall be counted as one (1) square foot. Tenant’s square footage is 3700 (the
square footage of the leased premises) out of a total of 62,369 (the square
footage of the Shopping Center as calculated as aforesaid) or 5.933%.



     (b) For the purpose of this Section 6.01 the “Shopping Center’s Operating
Costs” means the total cost and expense incurred in operating and maintaining
the common facilities, hereinafter defined, actually used or available for use
by Tenant and the employees, agents, servants, customers and other invitees of
Tenant, excluding only items of expense commonly known and designated as
carrying charges, but specifically including, without limitation, gardening and
landscaping, the cost of public liability and property damage insurance,
repairs, line painting, lighting, sanitary control, removal of snow, trash,
rubbish, garbage and other refuse, including removal of dirt and rubbish on
outside areas immediately adjoining the leased premises, depreciation on
machinery and equipment used in such maintenance, and the cost of personnel to
implement such services, to direct parking, and to police the common facilities
said operating costs shall not include any capital improvements, except that it
shall include ordinary maintenance of the parking lot, including all repairs,
and resurfacing of the parking lot, refuse and garbage removal, and
extermination if Tenant pays same directly to the provider of these services.
“Shopping Center Operating Costs” shall not include: (a) costs of alterations
and decorating the premises of any tenant; (b) interest and principal payments
on mortgages or any rental payments on any ground leases; (c) leasing
commissions; (d) any cost or expenditure expenses for which Owner is
reimbursed, whether by insurance proceeds or otherwise;



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(e) legal expenses of
negotiating leases; (f) the cost of any service furnished to any other tenant
in the Shopping Center which Owner does not make available to Tenant; (g) any
costs (including attorney’s fees) incurred by Owner due to a violation by Owner
or any tenant of any lease or other agreements related to the Shopping Center;
(h) costs associated with the operation of the business entity constituting
Owner, including general corporate overhead and administrative expenses not
directly attributable to the Shopping Center; (i) any costs, fines, penalties,
legal fees or costs of litigation incurred due to violations by Owner, its
employees, agents or contractors of any governmental rule or authority, except
to the extent incurred as a result of a change in law enacted after the
Commencement Date; (j) any expenses of bringing the Shopping Center into
compliance with the Americans with Disability Act as in effect as of the date
of the lease or any laws or regulations relating to hazardous water or
materials; (k) depreciation; (l) attorney’s fees, costs, disbursements and
other expenses incurred in connection with the negotiations or disputes with
other tenants and prospective tenants in the Shopping Center; (m) any amounts
paid to Owner or to subsidiaries or affiliates of Owner or any entity
constituting Owner for goods supplied to the Shopping Center or services in the
Shopping Center to the extent the same exceed the costs of such goods or
services rendered by an unaffiliated third party on a competitive basis
including, without limitation, management fees paid to such subsidiaries or
affiliates; (n) costs for sculptures, paintings or other art objects; and (o)
any services for which Tenant directly contracts with the local public utility.
Common facilities” means all areas, space, equipment and special services
provided by Owner for the common or joint use and benefit of the occupants of
the Shopping Center, their employees, agents, servants, customers and other
invitees, including without limitation parking areas, access roads, driveways,
retaining walls, landscaped areas, truck serviceways or tunnels, loading docks,
pedestrian malls, courts, stairs, ramps and sidewalks.




     (c) The additional rent provided to be paid in this Section 6.01 shall be
computed on the basis of periods of not less than one year commencing and
ending on such dates as may be designated by Owner, and shall be paid by Tenant
within ten (10) business days upon receipt by Tenant of bills therefor from
Owner.



     (d) Changes in any particular floor area occurring during any period shall
be effective on the first day of the next succeeding period, and the amount of
any floor area in effect for the whole of any period shall be the average of
the total amounts in effect on the first day of each calendar month in such
period.



ARTICLE VII



SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS



SECTION 7.01. Installation by Tenant.



     All fixtures installed by Tenant shall be new or completely reconditioned.
Tenant shall not make or cause to be made any alterations, additions or
improvements or install or cause to be installed any trade fixtures, exterior
signs, floor covering, interior or exterior lighting, plumbing fixtures, shades
or awnings or make any changes to the store front without first obtaining
Owner’s written approval and consent. Owner’s approval shall not be
unreasonably withheld or delayed.



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Tenant is permitted to decorate and make
nonstructural changes to the leased premises which do not affect the mechanical
systems of the Building without Owner’s consent, and such consent shall not be
unreasonably withheld. Tenant shall present to Owner plans and specifications
for such work at the time approval is sought. Tenant shall provide its own
“build out.”




SECTION 7.02. Removal and Insurance by Tenant.



     All alterations, decorations, additions and improvements made by Tenant,
or made by Owner on Tenant’s behalf by agreement under this lease, shall remain
the property of Tenant for the term of the lease, or any extension or renewal
thereof. Tenant shall at all times maintain fire insurance with extended
coverage in the name of Owner and Tenant, in an amount adequate to cover the
cost of replacement of all alterations, decorations, additions or improvements
in the event of fire or extended coverage loss. Tenant shall deliver to Owner
certificates of such fire insurance policies which shall contain a clause
requiring the insurer to give Owner at least ten (10) days notice of
cancellation of such policies. Owner shall maintain customary and reasonable
fire and extended coverage on the Building and comprehensive general liability
insurance and provide to Tenant evidence of such insurance upon request. Upon
expiration of this lease, or any renewal term thereof, Tenant shall remove all
trade fixtures and equipment. Tenant may also remove its alterations,
decorations, additions and improvements and restore the leased premises to the
same condition as the leased premises were in upon completion of the
construction, wear and tear excepted and damage by unavoidable casualty
excepted; however, if Tenant fails to remove such items, then upon the
expiration of this lease, or any renewal thereof, and upon Tenant’s vacating
from the leased premises, all such alterations, decorations, additions and
improvements shall become the property of Owner.



SECTION 7.03. Tenant Shall Discharge All Liens.



     Tenant shall promptly pay all contractors and materialmen, so as to
minimize the possibility of a lien attaching to the leased premises, and should
any such lien be made or filed, Tenant shall bond against or discharge the same
within thirty (30) days after written request by Owner.



SECTION 7.04. Signs, Awnings and Canopies.



     Tenant will not place or suffer to be placed or maintained on any exterior
door, wall or window of the leased premises any sign, awning or canopy, or
advertising matter or other thing of any kind, and will not place or maintain
any decoration, lettering or advertising matter on the glass of any window or
door of the leased premises without first obtaining Owner’s written approval
and consent. Tenant further agrees to maintain such sign, awning, canopy,
decoration, lettering, advertising matter or other thing as may be approved in
good condition and repair at all times.



     Notwithstanding the foregoing, and without Owner’s written approval and
consent, but subject to approval of the Village of Glenview, Illinois, Tenant
may place and maintain the following signs on the leased premises, all similar
in size and style as the signs of Tenant at its other financial institution
facilities:



     (a) the name of Tenant on all four sides of the Building;



     (b) the name of Tenant on the Shopping Center sign situated on Waukegan
Road; and



     (c) such other signage and identification as are located and as placed at
Tenant’s other financial institution facilities.



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ARTICLE VIII



MAINTENANCE OF LEASED PREMISES



SECTION 8.01. Maintenance by Tenant.



     Tenant shall at all times keep the leased premises (including maintenance
of exterior entrances, all glass and show window moldings) and all partitions,
doors, fixtures, equipment and appurtenances thereof (including lighting,
heating and plumbing fixtures, and any air conditioning system to the extent
exclusively serving the leased premises) in good order, condition and repair
(including reasonably periodic painting as determined by Owner), damage by
unavoidable casualty excepted, except for utilities up to entry of the leased
premises, and all common areas, which shall be maintained by Owner. In the
event utility service is disrupted due to a failure by Owner to make any
repairs which are Owner’s responsibility and Tenant is thereby unable to use
the leased premises due to such failure, rent shall abate during such period of
disruption.



SECTION 8.02. Maintenance by Owner.



     If Tenant refuses or neglects to repair properly as required hereunder
and to the reasonable satisfaction of Owner within ten (10) business days after
written demand, Owner may make such repairs without liability to Tenant for any
loss or damage that may accrue to Tenant’s merchandise, fixtures, or other
property or to Tenant’s business by reason thereof, and upon completion
thereof, Tenant shall pay as additional rent Owner’s costs for making such
repairs plus five percent for overhead, within ten (10) business days of
presentation of bill therefor. While making such repairs, Owner shall use its
best efforts not to disrupt Tenant’s business.
SECTION 8.03. Surrender of Leased Premises.



     At the expiration of the tenancy hereby created, Tenant shall surrender
the leased premises in the same condition as the leased premises were in upon
the completion of construction of the Building, reasonable wear and tear
excepted, and damage by unavoidable casualty excepted to the extent that the
same is covered by Owner’s fire insurance policy with extended coverage
endorsement, and shall surrender all keys for the leased premises to Owner at
the place then fixed for the payment of rent and shall inform Owner of all
combinations on locks, safes and vaults, if any, in the leased premises.
Tenant shall remove all its trade fixtures and equipment before surrendering
the leased premises as aforesaid, and Tenant shall repair any damage to the
leased premises caused thereby. Tenant’s obligation to observe or perform this
covenant shall survive the expiration or other termination of the term of this
lease.



SECTION 8.04. Rules and Regulations.



     (a) Tenant agrees as follows:



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               (1) All loading and unloading of goods to and from the leased premises
shall be done only at such times, in the areas, and through the entrances
designated for such purposes by Owner.



               (2) The delivery or shipping of merchandise, supplies and fixtures to and
from the leased premises shall be subject to such rules and regulations as in
the judgment of Owner are necessary for the proper operation of the leased
premises and Shopping Center.



               (3) All garbage and refuse shall be kept in the kind of container
specified by Owner, and shall be placed outside of the leased premises prepared
for collection in the manner and at the times and places specified by Owner.
If Owner shall provide or designate a service for picking up refuse and
garbage, Tenant shall use same at Tenant’s cost.



               (4) No radio or television or other similar device shall be installed
without first obtaining in each instance Owner’s consent in writing. No aerial
shall be erected on the roof or exterior walls of the leased premises, or on
the grounds, without in each instance, the written consent of Owner. Any
aerial so installed without such written consent shall be subject to removal
without notice at any time. Owner’s consent shall not be required for any
aerial or antenna required for security purposes or for intra-bank
communication, provided same is not unsightly.



               (5) No loud speakers, televisions, phonographs, radios or other devices
shall be used in a manner so as to be heard or seen outside of the leased
premises without the prior written consent of Owner.



               (6) Tenant shall keep the leased premises at a temperature sufficiently
high to prevent freezing of water in pipes and fixtures.



               (7) The outside areas immediately adjoining the leased premises shall be
kept clear and free, and Tenant shall not place or permit any obstructions in
such areas.



               (8) Tenant and Tenant’s employees shall park their cars only in the
portions of the parking area in the Shopping Center designated for that purpose
by Owner. Tenant shall furnish Owner with State automobile license numbers
assigned to Tenant’s car or cars and cars of Tenant’s employees within five (5)
days after taking possession of the leased premises and shall thereafter notify
Owner of any changes within five (5) days after such changes occur. In the
event that Tenant or its employees fail to park their cars in designated
parking areas as aforesaid, then Owner at its option shall charge Tenant Ten
($10.00) Dollars per day per car parked in any area other than those
designated, as and for liquidated damage.



               (9) The plumbing facilities shall not be used for any other purpose than
that for which they are constructed, and no foreign substance of any kind shall
be thrown therein, and the expense of any breakage, stoppage, or damage
resulting from a violation of this provision shall be borne by Tenant, who
shall, or whose employees, agents or invitees shall have caused it.



               (10) Tenant shall use at Tenant’s cost such pest extermination contractor
as Owner may direct and at such intervals as Owner may require.



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               (11) Tenant shall not burn any trash or garbage or any kind in or about
the leased premises, the Shopping Center, or within one mile of the outside
property lines of the Shopping Center.



     (b) Owner reserves the right from time to time to reasonably amend or
supplement the foregoing rules and regulations, and to adopt and promulgate
additional reasonable rules and regulations applicable to the leased premises.
Notice of such rules and regulations and amendments and supplements thereto, if
any, shall be given in writing to Tenant.



     (c) Tenant agrees to comply with all such rules and regulations upon
notice to Tenant from Owner, provided that such rules and regulations shall
apply uniformly to all Tenants of the Shopping Center.



ARTICLE IX



INSURANCE AND INDEMNITY



SECTION 9.01. Liability Insurance.



     Tenant shall, during the entire term hereof, keep in full force and effect
a policy of public liability and property damage insurance with respect to the
leased premises, the sidewalks in front of the leased premises, and the
business operated by Tenant and any subtenants of Tenant in the leased premises
in which the limits of public liability shall be not less than $100,000 per
person and $300,000 per accident and the property damage liability shall be not
less than $50,000. The policy shall name Owner, any person, firms or
corporations designated by Owner, and Tenant as insured, and shall contain a
clause that the insurer will not cancel or change the insurance without first
giving Owner and Tenant not less than ten (10) days prior written notice. A
copy of the policy or a certificate of insurance shall be delivered to Owner.
Owner shall maintain liability insurance in customary and reasonable amounts
and provide evidence to Tenant.



SECTION 9.02. Increase in Fire Insurance Premium.



     Tenant agrees that it will not keep, use, sell or offer for sale in or
upon the leased premises any article which may be prohibited by the standard
form of fire insurance policy. Tenant agrees to pay any increase in premiums
for fire and extended coverage insurance that may be charged during the term of
this lease on the amount of such insurance which may be carried by Owner on
said leased premises resulting from the type of merchandise sold or materials
used by Tenant in the leased premises, whether or not Owner has consented to
the same. In determining whether increased premiums are the result of Tenant’s
use of the leased premises, a schedule, issued by the organization making the
insurance rate on the leased premises, showing the various components of such
rate, shall be conclusive evidence of the several items and charges which make
up the fire insurance rate on the leased premises.



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     In the event Tenant’s occupancy causes any increase of premium for the
fire, boiler and/or casualty rates on the leased premises or any part thereof,
above the rate for the least hazardous type of occupancy legally permitted in
the leased premises, Tenant shall pay the additional premium on the fire,
boiler and/or casualty insurance policies by reason thereof. Tenant also shall
pay in such event, any additional premium on the rent insurance policy that may
be carried by Owner for its protection against rent loss through fire. Bills
for such additional premiums shall be rendered by Owner to Tenant at such times
as Owner may elect, and shall be due, from, and payable to Tenant within ten
(10) business days of receipt by Tenant, and the amount thereof shall be deemed
to be, and be paid as, additional rent.



SECTION 9.03. Indemnification of Owner.



     Except to the extent of Owner’s gross negligence or misconduct, Tenant
will indemnify and hold Owner harmless from all claims arising from or in
connection with (i) the conduct or management by Tenant of the leased premises
or of any business therein, or any work or thing whatsoever done, or any
condition created in or about the leased premises by Tenant during the term of
this lease; (ii) any negligence of Tenant or any of Tenant’s subtenants or
licensees or the partners, directors, officers, agents, employees, invitees or
contractors of Tenant or of Tenant’s subtenants or licensees; (iii) any
accident, injury or damage occurring in or at the leased premises, and arising
in connection with Tenant’s use of the leased premises; (iv) any breach or
default by Tenant in the full and prompt payment of any amount due Owner under
this lease and/or any breach, violation or nonperformance of any term,
condition, covenant or other obligation of Tenant under this lease or any
representation made by Tenant or any guarantor of Tenant’s obligations in
connection with this lease; (v) all damages sustained by Owner as a result of
any holdover by Tenant in the leased premises; (vi) any liens or encumbrances
arising out of any work performed or materials furnished by or for Tenant,
including any work Owner may have performed or caused to be performed for
Tenant for which Tenant has not paid Owner; and (vii) commissions or other
compensation or charges claimed by any broker or agent with respect to this
lease by, through or under Tenant. In the event Owner, without fault on
Owner’s part, is made a party to any litigation commenced by or against Tenant,
then Tenant will protect and hold Owner harmless and will pay all costs,
expenses and reasonable attorneys’ fees incurred or paid by Owner in connection
with such litigation. This section shall also apply to the same extent as
above for the protection of Tenant with respect to Owner so that such section
is hereby restated so that “Owner” is replaced with “Tenant” and “Tenant” is
replaced with “Owner”.



ARTICLE X



SUBORDINATION AND ATTORNMENT



SECTION 10.01



     This lease and all rights of Tenant hereunder are subject and subordinate
(provided that the mortgagee expressly agrees in writing not to disturb
Tenant’s possession as long as Tenant is not in default under this lease) to
any deeds of trust, mortgages or other instruments of security, as well as to
any ground leases or primary leases, that now or hereafter cover all or any
part of the Shopping



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Center, the land situated beneath the Shopping Center, or
any interest of Owner therein, and to any and all advances made on the security
thereof, and to any and all increases, renewals, modifications, consolidations,
replacements and extensions of any of such deeds of trust, mortgages,
instruments of security or leases. This provision is hereby declared by Owner
and Tenant to be self-operative and no further instrument shall be required to
effect such subordination of this lease. Tenant shall, however, within 30 days
of demand, at any time or times, execute, acknowledge and deliver to Owner any
and all instruments and certificates that may be reasonably necessary or
proper to confirm or evidence such subordination, provided the instrument
expressly provides for an undertaking by the mortgagee not to disturb Tenant’s
possession as long as Tenant is not in default under this lease.
Notwithstanding the generality of the foregoing provisions of this paragraph,
Tenant agrees that any such mortgagee shall have the right at any time to
subordinate any such deeds of trust, mortgages or other instruments of security
to this lease on such terms and subject to such conditions as such mortgagee
may deem appropriate in its discretion. Tenant further covenants and agrees
within 30 days of demand by Owner’s mortgagee at any time, before or after the
institution of any proceedings for the foreclosure of any such deeds of trust,
mortgages or other instruments of security, or sale of the Shopping Center
pursuant to any such deeds of trust, mortgages or other instruments of
security, to attorn to such purchaser upon any such sale and to recognize such
purchaser as Owner under this lease. The agreement of Tenant to attorn upon
demand of Owner’s mortgagee contained in the immediately preceding sentence
shall survive any such foreclosure sale or trustee’s sale. Tenant shall within
30 days of demand at any time or times, before or after any such foreclosure
sale or trustee’s sale, execute, acknowledge and deliver to Owner’s mortgagee
any and all instruments and certificates that may be reasonably necessary or
proper to confirm or evidence such attornment.




ARTICLE XI



ASSIGNMENT AND SUBLETTING



SECTION 11.01. Consent Required.



     Tenant will not assign this lease in whole or in part, nor sublet all or
any part of the leased premises, without the prior written consent of Owner in
each instance. The consent by Owner to any assignment or subletting shall not
constitute a waiver of the necessity for such consent to any subsequent
assignment or subletting. If this lease be assigned, or if the leased premises
or any part thereof be underlet or occupied by anybody other than Tenant,
Tenant’s employees or affiliates. Owner may, after a default by Tenant, collect
rent from the assignee, under-tenant or occupant, and apply the net amount
collected to the rent herein reserved, but no such assignment, underletting,
occupancy or collection shall be deemed a waiver of this covenant, or the
acceptance of the assignee, under-tenant or occupant as tenant, or a release of
Tenant from the further performance by Tenant of covenants on the part of
Tenant herein contained. Any excess collected shall be divided equally between
Tenant and Owner. Notwithstanding any assignment or sublease, Tenant shall
remain fully liable on this lease and shall not be released from performing any
of the terms, covenants and conditions of this lease.



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SECTION 11.02. Assignment and Subletting Without Consent.



     Notwithstanding the provision of Section 11.01 hereof, Tenant may, without
Owner’s prior written consent and provided Tenant is not at such time in
default hereunder, assign this lease or sublet the leased premises or any part
thereof to any financial institution (1) that is controlling, controlled by or
under common control with Tenant, or (2) that has total assets and net worth
equal to or greater than that of Tenant at the time of such proposed assignment
or sublet, or (3) that acquires substantially all of the assets of Tenant and
immediately after such acquisition has total assets and net worth equal to or
greater than that of Tenant at the time of such acquisition. Tenant also may,
without Owner’s prior written consent, assign this lease to any corporation
resulting from the merger or consolidation of Tenant; provided, however, that
(1) the total assets and net worth of such assignee after such consolidation or
merger shall be equal to or more than that of Tenant immediately prior to such
consolidation or merger; and (2) Tenant is not at such time in default
hereunder.



ARTICLE XII



WASTE, GOVERNMENTAL REGULATIONS



SECTION 12.01. Waste or Nuisance.



     Tenant shall not commit or suffer to be committed any waste upon the
leased premises or any nuisance or other act or thing which may disturb the
quiet enjoyment of any other tenant in the Shopping Center, or which may
disturb the quiet enjoyment of any person within five hundred (500) feet of the
boundaries of the Shopping Center.



SECTION 12.02. Compliance With Laws.



     Tenant agrees to comply with all applicable laws, ordinances, rules, and
regulations of any governmental entity or agency having jurisdiction enacted
after the Commencement Date with respect to the leased premises including,
without limitation, all life safety rules and regulations (other than the
Americans with Disabilities Act (Public Law 101-336 [July 26, 1990]) as such
act may be amended from time to time (“ADA”) for which Owner shall be solely
responsible) applicable to the leased premises. No provision in this lease
should be construed in any manner as permitting, consenting to or authorizing
Tenant to violate requirements under the ADA and any provision of this lease
which could arguably be construed as authorizing a violation of the ADA shall
be interpreted in a manner which permits compliance with the ADA and is hereby
amended to permit such compliance. To Owner’s knowledge, there is no asbestos
or environmental hazardous material on the leased premises, and Owner shall be
solely responsible for removing any such material discovered on the leased
premises unless brought onto the leased premises by Tenant. Tenant agrees not
to bring any asbestos or environmentally hazardous material on the leased
premises.



SECTION 12.03. Environment.



     In order to induce Tenant to enter into this lease, Owner represents and
warrants, and covenants with Tenant, as follows:



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     To the best of Owner’s knowledge and belief, except for possible Hazardous
Materials (as hereinafter defined) in the south half of the Shopping Center:
(1) no substances, including without limitation, asbestos or any substance
containing more than one-tenth of one percent (0.1%) asbestos, the group of
compounds known as polychlorinated biphenyls, flammable explosives, radioactive
materials, oil, petroleum or any refined petroleum product, chemicals known to
cause cancer or reproductive toxicity, pollutants, effluent, contaminants,
emissions or related materials and any items included in the definition of
hazardous or toxic waste, materials or substances (all of the forgoing are
herein collectively referred to as “Hazardous Materials” and any mixture of a
Hazardous Material with other materials shall be considered a Hazardous
Material) at concentrations above the Illinois Tier One Remediation Objectives
for Industrial/Commercial Properties, codified at 35 Ill. Admin. Code Part 742,
or in an amount actionable under any applicable law relating to environmental
conditions and industrial hygiene, except in accordance with applicable legal
requirements, including without limitation, the Resource Conservation and
Recovery Act of 1976 (“RCRA”), 42 U.S.C. §§ 6901 et seq., the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42
U.S.C. §§ 9601 et seq., as amended by the Superfund Amendments and
Reauthorization Act of 1986 (“SARA”), the Hazardous Materials Transportation
Act, 49 U.S.C. §§ 1801, et seq., the Federal Water Pollution Control Act, 33
U.S.C. §§ 1251 et seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Toxic
Substances Control Act, 15 U.S.C. §§ 2601-2629, the Safe Drinking Water Act, 42
U.S.C. §§ 300f et seq., and the similar federal, state and local environmental
statutes, ordinances and the regulations, orders, decrees now or hereafter
promulgated thereunder prior to the execution of this lease (such laws are
herein collectively referred to as the “Hazardous Material Laws”), have been
installed, used, generated, manufactured, treated, handled, refined, produced,
processed, stored or otherwise exists in or on the Shopping Center or any
portion thereof or have been disposed of or discharged from the Shopping Center
or any portion thereof; (2) no activity has been undertaken on the Shopping
Center which would cause: (a) the Shopping Center or any portion thereof to
become a hazardous waste treatment, storage or disposal facility within the
meaning of, or otherwise bring the Shopping Center or any portion thereof
within the ambit of, RCRA or any other Hazardous Material Law; (b) a release or
threatened release of Hazardous Material from the Shopping Center within the
meaning of, or otherwise bring the Shopping Center or any portion thereof
within the ambit of, CERCLA, SARA or any other Hazardous Material Law, or (c)
the discharge of Hazardous Material into any watercourse, body of surface or
subsurface water or wetland, or the discharge into the atmosphere of any
Hazardous Material which would require a permit under any Hazardous Material
Law; (3) no activity has been undertaken with respect to the Shopping Center or
any portion thereof which would cause a violation or support a claim under
RCRA, CERCLA, SARA or any other Hazardous Material Law; (4) no underground
storage tanks or underground Hazardous Material deposits are or were located on
the Shopping Center or any portion thereof and subsequently removed or filled;
(5) no investigation, administrative order, litigation or settlement with
respect to any Hazardous Materials is threatened or in existence with respect
to the Shopping Center or any portion thereof; (6) no portion of the Shopping
Center has ever been used as a landfill or a waste dump and (7) no notice has
been served on Seller from any entity, governmental body or individual claiming
any violation of any Hazardous Material Law, requiring compliance with any
Hazardous Material Law or demanding payment or contribution for environmental
damage or injury to natural resources.



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All representations and warranties contained in this Section 12.03 or elsewhere
in this lease shall be deemed remade as of the date of expiration of this lease
and shall survive such expiration.




ARTICLE XIII



ADVERTISING



SECTION 13.01. Solicitation of Business.



     Tenant and Tenant’s employees and agents shall not solicit business in the
parking or other common areas, nor shall Tenant distribute any handbills or
other advertising matter in automobiles parked in the parking area or in other
common areas.



ARTICLE XIV



DESTRUCTION OF LEASED PREMISES



SECTION 14.01. Total or Partial Destruction.



     If the leased premises shall be damaged by fire, the elements, unavoidable
accident or other casualty, but are not thereby rendered untenantable in whole
or in part, Owner shall at its own expense cause such damage to be repaired,
and the rent shall be abated as hereinafter provided. If by reason of such
occurrence, the leased premises shall be rendered untenantable only in part,
Owner shall at its own expense cause the damage to be repaired within not more
than 180 days of such occurrence, and the fixed minimum rent and all other sums
payable by Tenant to Owner pursuant to the provisions of this lease meanwhile
shall be abated proportionately as to the portion of the leased premises
rendered untenantable. Space shall be deemed untenantable if it cannot be used
in the normal conduct of Tenant’s business. If the premises shall be rendered
wholly untenantable by reason of such occurrence, Owner shall at its own
expense cause such damage to be repaired within not more than 120 days of such
occurrence, and the fixed minimum rent and all other sums payable by Tenant to
Owner pursuant to the provisions of this lease meanwhile shall be abated in
whole.



SECTION 14.02. Partial Destruction of Shopping Center.


In the event that seventy-five percent (75%) or more of the rentable area of
the Shopping Center shall be damaged or destroyed by fire or other cause,
notwithstanding that the leased Premises may be unaffected by such fire or
other cause, Owner shall have the right, to be exercised by notice in writing
delivered to Tenant within sixty (60) days from and after said occurrence, to
elect to cancel and terminate this lease. In the event Owner exercises such
right, Owner shall reimburse Tenant for the cost of all construction costs and
permanent improvements, less accumulated depreciation based upon a ten-year
life for said improvements. Upon the giving of such notice to Tenant, the term
of this lease shall expire by lapse of time upon the third day after such
notice is given, and Tenant shall vacate the leased premises and surrender the
same to Owner.


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ARTICLE XV



EMINENT DOMAIN



SECTION 15.01. Total Condemnation.



     If the whole of the leased premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, then the term of
this lease shall cease and terminate as of the date of title vesting in such
proceeding and all rent shall be paid up to that date and Tenant shall have no
claim against Owner for the value of any unexpired term of this lease.



SECTION 15.02. Total Parking Area.



     If the whole of the common parking areas in the Shopping Center shall be
acquired or condemned by eminent domain for any public or quasi-public use or
purpose, then the term of this lease shall cease and terminate as of the date
of title vesting in such proceeding unless Owner shall give notice to Tenant
and take immediate steps to provide other parking facilities substantially
equal to the previously existing parking areas in the amount required to be
maintained hereunder and in all respects (including distance) and such
substantially equal parking facilities shall be provided by Owner at its own
expense within ninety (90) days from the date of acquisition. In the event
that Owner shall provide such other substantially equal parking facilities,
then this lease shall continue in full force and effect; otherwise, at Tenant’s
option, this lease shall cease and terminate as of the date of title vesting in
such proceeding. In any event, Tenant shall have no claim against Owner for
the value of any unexpired term of this lease.



SECTION 15.03. Partial Condemnation.



     If any part of the leased premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, then in the event
that such partial taking or condemnation shall render the leased premises
unsuitable for the business of Tenant, then at Tenant’s option the term of this
lease shall cease and terminate as of the date of title vesting in such
proceeding and Tenant shall have no claim against Owner for the value of any
unexpired term of this lease. In the event of a partial taking or condemnation
which is not extensive enough to render the premises unsuitable for the
business of Tenant, as mutually agreed upon by Owner and Tenant, then Owner
shall promptly restore the leased premises to a condition comparable to its
condition at the time prior to such condemnation less the portion lost in the
taking, and this lease shall continue in full force and effect. Rent shall be
equitably prorated as to any reduction in square footage of the leased
premises.



SECTION 15.04. Partial Condemnation in Parking Area.



     If any part of the parking area in the Shopping Center shall be acquired
or condemned by eminent domain for any public or quasi-public use or purpose
and if, as the result of such partial taking the ratio of square feet of
parking field to square feet of the rentable area of the entire Shopping Center
buildings is reduced to a ratio below two to one, then at Tenant’s option the
term of this lease shall cease and terminate from the date of title vesting in
such proceeding, unless Owner



- 16 -









 




shall give notice to Tenant and take immediate
steps toward restoring the number of spaces by providing substantially equal
alternate parking, in which event this lease shall be unaffected and remain in
full force and effect. In any event, Tenant shall have no claim against Owner
for the value of any unexpired term of this lease.




SECTION 15.05. Owner’s Damages.



     In the event of any condemnation or taking as hereinbefore provided,
whether whole or partial, Tenant shall not be entitled to any part of the
award, as damages or otherwise, for such condemnation and Owner is to receive
the full amount of such award, Tenant hereby expressly waiving any right or
claim to any part of the award belonging to Owner.
SECTION 15.06. Tenant’s Damages.



     Although all damages in the event of any condemnation are to belong to
Owner whether such damages are awarded as compensation for diminution in value
of the leasehold or to the fee of the leased premises, Tenant shall have the
right to claim and recover from the condemning authority, but not from Owner,
such compensation as may be separately awarded or recoverable by Tenant in
Tenant’s own right on account of any and all damages to Tenant’s business and
Tenant’s trade fixtures and improvements by reason of the condemnation and for
or on account of any cost or loss to which Tenant might be put in removing
Tenant’s merchandise, furniture, fixtures, leasehold improvements and
equipment.



ARTICLE XVI



DEFAULT OF THE TENANT



SECTION 16.01. Right to Re-enter.



     In the event of any failure of Tenant to pay any rental due hereunder
within ten business (10) days after the same shall be due, or any failure to
perform any other of the terms, conditions or covenants of this lease to be
observed or performed by Tenant for more than thirty (30) days after written
notice of such default shall have been mailed to Tenant, provided such thirty
(30) days shall be extended so long as Tenant is diligently proceeding to cure
such defaults, or if Tenant shall become bankrupt or insolvent, or file any
debtor proceedings, or take or have taken against Tenant in any court pursuant
to any statute either of the United States or of any State a petition in
bankruptcy or insolvency or for reorganization or for the appointment of a
receiver or trustee of all or a portion of Tenant’s property, or if Tenant
makes an assignment for the benefit of creditors, or petitions for or enters
into an arrangement, or if Tenant shall abandon the leased premises for more
than six months or suffer this lease to be taken under any writ of execution,
then Owner besides other rights or remedies it may have, shall have the
immediate right of re-entry and may remove all persons and property from the
leased premises and such property may be removed and stored in a public
warehouse or elsewhere at the cost of, and for the account of Tenant, all
without service of notice or resort to legal process and without being deemed
guilty of trespass, or becoming liable for any loss or damage which may be
occasioned thereby.



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SECTION 16.02. Right to Relet.



     Should owner elect to re-enter, as herein provided, or should it take
possession of the leased premises pursuant to legal proceedings or pursuant to
any notice provided for by law, it may either terminate this lease or it may
from time to time without terminating this lease, make such alterations and
repairs as may be necessary in order to relet the leased premises, and relet
the leased premises or any part thereof for such term or terms (which may be
for a term extending beyond the term of this lease) and at such rental or
rentals and upon such other terms and conditions as Owner in its sole
discretion may deem advisable; upon each such reletting all rentals received by
Owner from such reletting shall be applied, first, to the payment of any
indebtedness other than rent due hereunder from Tenant to Owner; second, to the
payment of any costs and expenses of such reletting, including brokerage fees
and attorney’s fees and of costs of such alterations and repairs; third, to the
payment of rent due and unpaid hereunder, and the residue, if any, shall be
held by Owner and applied in payment of future rent as the same may become due
and payable hereunder. If such rentals received from such reletting during any
month be less than that to be paid during that month by Tenant hereunder,
Tenant shall pay any such deficiency to Owner. Such deficiency shall be
calculated and paid monthly. No such re-entry or taking possession of the
leased premises by Owner shall be construed as an election on its part to
terminate this lease unless a written notice of such intention be given to
Tenant or unless the termination thereof be decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without termination. Owner
may at any time thereafter elect to terminate this lease for any breach, in
addition to any other remedies it may have, it may recover from Tenant all
damages it may incur by reason of such breach, including the cost of recovering
the leased premises, reasonable attorney’s fees, and including the present
value based on a discount rate equal to the prime rate of interest established
by Bank One at the time of such termination of the excess, if any, of the
amount of rent and charges equivalent to rent reserved in this lease for the
remainder of the stated term over the then reasonable rental value of the
leased premises for the remainder of the stated term, all of which amounts
shall be immediately due and payable from Tenant to Owner.



SECTION 16.03 Legal Expenses.



     In case suit shall be brought for recovery of possession of the leased
premises, for the recovery of rent or any other amount due under the provision
of this lease, or because of the breach of any other covenant herein contained
on the part of Tenant to be kept or performed, and a breach shall be
established, Tenant shall pay to Owner all expenses incurred therefor,
including a reasonable attorney’s fee.



ARTICLE XVII



ACCESS BY OWNER



SECTION 17.01. Right of Entry.



     Owner or Owner’s agents shall have the right to enter the leased premises
at all times to examine the same, and to show them to prospective purchases or
lessees of the Building, and to



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make such repairs, alterations, improvements or
additions as Owner may deem necessary or desirable, and Owner shall be allowed
to take all material into and upon said leased premises that may be required
therefor without the same constituting an eviction of Tenant in whole or in
part. During the six (6) months prior to the expiration of the term of this
lease or any renewal term, Owner may exhibit the premises to prospective
tenants or purchasers, and place upon the leased premises the usual notices “To
Let” or “For Sale” which notices Tenant shall permit to remain thereon without
molestation. At all times, except in an emergency, Tenant’s representative
must be personally present to open and permit entry by Owner or its
representative into the leased premises. Owner shall give Tenant reasonable
prior notice and not unreasonably disrupt Tenant’s business. Nothing herein
contained, however, shall be deemed or construed to impose upon Owner any
obligation, responsibility or liability whatsoever, for the care, maintenance
or repair of the Building or any part thereof, except as otherwise herein
specifically provided.




SECTION 17.02. Excavation.



     If an excavation shall be made upon land adjacent to the leased premises,
or shall be authorized to be made, Tenant shall afford to the person causing or
authorized to cause such excavation, license to enter upon the leased premises,
but not the Building, for the purpose of doing such work as Owner shall deem
necessary to preserve the wall or the Building from injury or damage and to
support the same by proper foundations, without any claim for damages or
indemnification against Owner or diminution or abatement of rent, provided
Tenant is given reasonable notice and Tenant’s business is not unreasonably
interrupted.



ARTICLE XVIII



TENANT’S PROPERTY



SECTION 18.01. Taxes on Leasehold.



     Tenant shall be responsible for and shall pay before delinquency all
municipal, county or state taxes assessed during the term of this lease against
any leasehold interest or personal property of any kind, owned by or placed in,
upon or about the leased premises by Tenant.



SECTION 18.02. Loss and Damage.



     Owner shall not be liable for any damage to property of Tenant or of
others located on the leased premises, nor for the loss of or damage to any
property of Tenant or of others by theft or otherwise except to the extent
caused by Owner’s negligence or misconduct. Owner shall not be liable for any
injury or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water, rain or snow or leaks from any part of
the leased premises or from the pipes, appliances or plumbing works or from the
roof, street or subsurface or from any other place or by dampness or by any
other cause of whatsoever nature except to the extent caused by Owner’s
negligence or misconduct. Owner shall not be liable for any such damage caused
by other tenants or persons in the leased premises, occupants of adjacent
property of the Shopping Center, or the public, or caused by operations in
construction of any private, public or quasi-public work. Owner shall be
liable for and shall correct any latent defect in the leased premises not
caused by work



- 19 -









 




performed by Tenant. All property of Tenant kept or stored on
the leased premises shall be so kept or stored at the risk of Tenant only and
Tenant shall hold Owner harmless from any claims arising out of damage to the
same, including subrogation claims by Tenant’s insurance carriers, unless such
damage shall be caused by the act or neglect of Owner.




SECTION 18.03 Notice by Tenant.



     Tenant shall give prompt notice to Owner in case of fire or accidents in
the leased premises.



ARTICLE XIX



HOLDING OVER, SUCCESSORS



SECTION 19.01. Holding Over.



     Any holding over after the expiration of the term hereof, with the consent
of Owner, shall be construed to be a tenancy from month to month at the rents
herein specified (pro-rated on a monthly basis if required) and so far as
applicable shall otherwise be on the terms and conditions herein specified.



SECTION 19.02. Successors.



     All rights and liabilities herein given to, or imposed upon, the
respective parties hereto shall extend to and bind the several respective
heirs, executors, administrators, successors, and assigns of the said parties;
and if there shall be more than one tenant, they shall all be bound jointly and
severally by the terms, covenants and agreements herein. No rights, however,
shall inure to the benefit of any assignee of Tenant unless the assignment to
such assignee has been approved by Owner in writing.



ARTICLE XX



QUIET ENJOYMENT



SECTION 20.01. Owner’s Covenant.



     Upon payment by Tenant of the rents herein provided, and upon the
observance and performance of all the covenants, terms and conditions on
Tenant’s part to be observed and performed, Tenant shall peaceably and quietly
hold and enjoy the leased premises for the term hereby demised without
hindrance or interruption by Owner or any other person or persons lawfully or
equitably claiming by, through or under Owner, subject, nevertheless, to the
terms and conditions of this lease.



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ARTICLE XXI



LIABILITY OF OWNER



SECTION 21.01



     (a) If Owner defaults under this lease and, if as a consequence of such
default, Tenant recovers a money judgment against Owner, such judgment will be
satisfied only out of the right, title and interest of Owner in the Shopping
Center and Owner will not be liable for any deficiency. In no event will
Tenant have the right to levy execution against any property of Owner or
Owner’s partners other than Owner’s interest in the Shopping Center. In no
event shall Owner ever be liable to Tenant for any consequential or special
damages under this lease.



     (b) The term “Owner” will mean only the owner of the fee title to the
Shopping Center at the time in question. The obligations contained in this
lease to be performed by Owner will be binding on Owner and Owner’s successors
and assigns only during their respective periods of ownership. Tenant will,
upon request of any person or party succeeding to the interest of Owner, attorn
to such successor in interest and recognize such successor in interest as Owner
under this lease.



ARTICLE XXII



WAIVER OF SUBROGATION RIGHTS



SECTION 22.01



     Subject to the conditions hereinafter specified in this Section and only
to the extent that and so long as the same is permitted under the laws and
regulations governing the writing of insurance within the State of Illinois
with respect to the respective insurance that is to be carried by either Owner
or Tenant covering losses arising out of the destruction or damage to the
leased premises or its contents or to other portions of the Shopping Center or
to Tenant’s occupancy and operation of the leased premises without invalidating
or nullifying any such policy, or providing a defense to the applicable
insurance carrier with respect to the coverage of any such policy, all such
insurance carried by either Owner or Tenant shall provide for a waiver of
rights of subrogation against Owner and Tenant, as the case may be, on the part
of the insurance carrier. Unless such waivers contemplated by this sentence
will invalidate, nullify, or provide a defense to coverage under any such
insurance policy or are not obtainable for the reasons described in this
Section, Owner and Tenant each hereby waive any and all rights of recovery,
claims, actions or causes of action against the other, its agents, officers, or
employees, for any loss or damage that may occur to the leased premises or the
Shopping Center, or any improvements thereto, which loss or damage is covered
by valid and collectible insurance policies, to the extent that such loss and
damage is actually recovered under such insurance policy. Notwithstanding the
foregoing, the failure of Tenant to take out or maintain any insurance policy
required under Article IX hereof shall be a defense to any claim asserted by
Tenant against Owner by reason of any loss sustained by Tenant that would have
been covered by any such required policy; the converse shall also apply to any
claims by Owner against Tenant. The waivers set forth in this Section shall be
in addition to, and not substitution for, any other waivers, indemnities or
exclusions of liabilities as set forth in this lease.



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ARTICLE XXIII



NOTICE TO LENDER



     If the leased premises or any part thereof are at any time subject to a
first mortgage or a first deed of trust or other similar instrument and this
lease or the rentals are assigned to such mortgagee, trustee or beneficiary and
Tenant is given written notice thereof, including the post office address of
such assignee, then Tenant shall not terminate this lease or abate rentals for
any default on the part of Owner without first giving written notice by
certified or registered mail, return receipt requested, to such assignee,
specifying the default in reasonable detail, and affording such assignee the
same opportunity afforded to Owner hereunder to make performance, at its
election, for and on behalf of Owner.



ARTICLE XXIV



HAZARDOUS WASTE



     Tenant shall never bring into, store at, place at, use at, or otherwise
dispose of at, in or under the leased premises or the Shopping Center any
hazardous or toxic materials (as defined hereafter). If Tenant violates this
provision, Tenant shall notify Owner in writing promptly after obtaining such
knowledge. For purposes of this lease, hazardous or toxic materials shall mean
hazardous or toxic chemicals or any materials containing hazardous or toxic
chemicals at levels or content which cause such materials to be classified as
hazardous or toxic as then prescribed by the highest industry standards or by
the then current levels or content as set from time to time by the US
Environmental Protection Agency (“EPA”) or the US, Occupational Safety and
Health Administration (“OSHA”) or as defined under 29 CFR 1910 or 29 CFR 1925
or other applicable governmental laws, rules or regulations. Tenant shall
remove or dispose of, in accordance with all applicable laws, rules and
regulations as established from time to time by applicable authority, any
hazardous or toxic materials in, at or under the leased premises or the
Shopping Center resulting from, introduced from, arising out of, or the damage
which occurs as the direct result of Tenant’s acts, negligence or the violation
or breach by Tenant of this provision. Tenant shall notify Owner of its
method, time and procedure for any cleanup or removal of hazardous or toxic
materials under this provision; and Owner shall have the right to require
reasonable changes in such method, time or procedure or to require that the
same be done after normal business hours or when the Shopping Center is
otherwise closed.



ARTICLE XXV



MISCELLANEOUS



SECTION 25.01. Waiver.



     The waiver by Owner of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition or any subsequent breach of the



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same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Owner shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, covenant or condition of this lease, other than the failure of Tenant
to pay the particular rental so accepted, regardless of Owner’s knowledge of
such preceding breach at the time of acceptance of such rent. No covenant,
term or condition of this lease shall be deemed to have been waived by Owner,
unless such waiver be in writing by Owner.




SECTION 25.02. Accord and Satisfaction.



     No payment by Tenant or receipt by Owner of a lesser amount than the
monthly rent herein stipulated shall be deemed to be other than on account of
the earliest unpaid stipulated rent, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner’s right to recover the balance of such rent or pursue any
other remedy in this lease provided.



SECTION 25.03. Entire Agreement.



     This lease and the Exhibits attached hereto and forming a part hereof, set
forth all the covenants, promises, agreements, conditions and understanding
between Owner and Tenant concerning the leased premises and there are no
covenants, promises, agreements, conditions or understandings, either oral or
written, between them other than are herein set forth. Except as herein
otherwise provided, no subsequent alteration, amendment, change or addition to
this lease shall be binding upon Owner or Tenant unless reduced to writing and
signed by them.



SECTION 25.04. No Partnership.



     Owner does not, in any way or for any purpose, become a partner of Tenant
in the conduct of its business, or otherwise or joint adventurer or a member of
a joint enterprise with Tenant.



SECTION 25.05. Force Majeure.



     In the event that either party hereto shall be delayed or hindered in or
prevented from the performance of any act required hereunder by reason of
strikes, lock-outs, labor troubles, inability to procure materials, failure of
power, restrictive governmental laws or regulations, riots, insurrection, war
or other reason of a like nature not the fault of the party delayed in
performing work or doing acts required under the terms of this lease, then
performance of such act shall be excused for the period of the delay and the
period for the performance of any such act shall be extended for a period
equivalent to the period of such delay.



SECTION 25.06. Captions and Section Numbers.



     The captions, section numbers, article numbers, and index appearing in
this lease are inserted only as a matter of convenience and in no way define,
limit, construe, or describe the scope or intent of such sections or articles
or this lease nor in any way affect this lease.



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SECTION 25.07. Tenant Defined, Use of Pronoun.



     The word “Tenant” shall be deemed and taken to mean each and every person
or party mentioned as a Tenant herein, be the same one or more; and if there
shall be more than one Tenant, any notice required or permitted by the terms of
this lease may be given by or to any one thereof, and shall have the same force
and effect as if given by or to all thereof. The use of the neuter singular
pronoun to refer to Owner or Tenant shall be deemed a proper reference even
though Owner or Tenant may be an individual, a partnership, a corporation, or a
group of two or more individuals or corporations. The necessary grammatical
changes required to make the provisions of this lease apply in the plural sense
where there is more than one Owner or Tenant and to either corporations,
associations, partnerships, or individuals, males or females, shall in all
instances be assumed as though in each case fully expressed.



SECTION 25.08. Broker’s Commission.



     Each of the parties represents and warrants that there are no claims for
brokerage commissions or finder’s fees in connection with the execution of this
lease, except as listed below, and each of the parties agrees to indemnify the
other against and hold it harmless from, all liabilities arising from any such
claim (including, without limitation, the cost of counsel fees in connection
therewith) except as follows:



     None.



SECTION 25.09. Partial Invalidity.



     If any term, covenant or condition of this lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this lease, or the application of such term,
covenant or condition to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected hereby and each
term, covenant or condition of this lease shall be valid and be enforced to the
fullest extent permitted by law.



SECTION 25.10. Recording.



     Tenant may record this lease without the written consent of Owner. If
requested by Tenant, Owner shall execute a Memorandum of this lease to be
recorded with the Cook County, Illinois Recorder of Deeds.



ARTICLE XXVI



NOTICE



     All notices hereunder shall be in writing and sent by United Sates
certified or registered mail, postage prepaid, or by overnight delivery service
providing proof of receipt, addressed if to Owner, to the place where rent
checks are to be mailed, with a copy to Ronald Z. Domsky 315 South Plymouth
Court, Chicago, Illinois, and if to Tenant, to 501 West North Avenue, Melrose
Park, Illinois 60160, provided that each party by like notice may designate any
future or different addresses to which subsequent notices shall be sent.
Notices shall be deemed given upon receipt or upon refusal to accept delivery.



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ARTICLE XXVII



OPTIONS FOR ADDITIONAL PERIODS



SECTION 27.1. Options to Renew – Extended Terms



     (a) At the expiration of the initial term hereof, if this lease shall then
be in full force and effect and Tenant shall have fully performed all of its
terms and conditions and if Tenant has paid and deposited all sums required to
be paid to or deposited with Owner, the terms of this lease may be extended at
the option of Tenant for a successive period of five (5) years (sometimes
hereinafter referred to as “first extended term”). The first extended term
option shall be exercised by Tenant giving written notice to Owner not less
than one hundred eighty (180) days prior to the expiration of the initial term.



     (b) At the expiration of the first extended term hereof, if this lease
shall then be in full force and effect and Tenant shall have fully performed
all of its terms and conditions and if Tenant has paid and deposited all sums
required to be paid to or deposited with Owner, the terms of this lease may be
extended at the option of Tenant for a successive period of five (5) years
(sometimes hereinafter referred to as “second extended term”). The second
extended term option shall be exercised by Tenant giving written notice to
Owner not less than one hundred eighty (180) days prior to the expiration of
the first extended term.



     (c) At the expiration of the second extended term hereof, if this lease
shall then be in full force and effect and Tenant shall have fully performed
all of its terms and conditions and if Tenant has paid and deposited all sums
required to be paid to or deposited with Owner, the terms of this lease may be
extended at the option of Tenant for a successive period of five (5) years
(sometimes hereinafter referred to as “third extended term”). The third
extended term option shall be exercised by Tenant giving written notice to
Owner not less than one hundred eighty (180) days prior to the expiration of
the second extended term.



     (d) Each extended term shall be upon the same terms, covenants and
conditions as provided in this lease for the initial term, except the amount of
the net annual rent shall be adjusted as set forth in paragraphs e, f and g of
this Section 27.1. Payment of all additional rents and other charges and
deposits required to be made by Tenant as provided in this lease for the
initial term shall continue to be made during each extended term. Tenant shall
not be permitted to extend this lease beyond the third extended term. Any
termination of this lease during the initial term or during any extended term
shall terminate all further rights of extension hereunder.



     (e) The net annual rent during the first extended term shall be Eighty
Thousand and 04/100 Dollars ($80,000.04), payable in equal monthly installments
of Six Thousand Six Hundred Sixty-six and 67/100 Dollars ($6,666.67) on the
first day of each and every month during the first extended term.



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     (f) The net annual rent during the second extended term shall be
Eighty-eight Thousand and 08/100 Dollars ($88,000.08), payable in equal monthly
installments of Seven Thousand Three Hundred Thirty-three and 34/100 Dollars
($7,333.34) on the first day of each and every month during the second extended
term.



     (g) The net annual rent during the third extended term shall be the net
annual rent during the second extended term as provided in paragraph (f) of
this Section 27.1 increased by the greater of (1) or (2) as follows:




(1) a sum equal to 100% of the percentage increase, if any, of the
Bureau of Labor Statistics of the United States Department of
Labor “Consumer Price Index for All Urban Consumers (1982-84 =
100)” specified for “All Items,” relating to Chicago-Gary-Kenosha,
Illinois, Indiana and Wisconsin (hereinafter called “Index”) for
December 2022 over December 2017. Owner shall furnish Tenant with
the computation of the additional amount, if any, to be paid by
Tenant during the third extended term. The total net annual rent
for the third extended term shall be payable in equal monthly
installments on the first day of each and every month during the
third extended term. Pending the determination of the additional
amount, if any, to be paid by Tenant during the third extended
term, Tenant shall continue to pay the monthly rent as herein
provided for the second extended term and when the additional
amount has been determined, Tenant on the first day o the month
following the furnishing by Owner of the computation thereof,
shall pay to Owner the number of installments that shall have
elapsed from the commencement of the third extended term up to an
including the first day of such month.



or




(2) (i) during the first year of the third extended term, a sum
equal to $89,760.00 payable in equal monthly installments of
$7,480.00 on the first day of each and every month during the
first year of the third extended term.




          (ii) during the second year of the third extended term, a
sum equal to $91,555.20 payable in equal monthly installments of
$7,629.60 on the first day of each and every month during the
second year of the third extended term.




          (iii) during the third year of the third extended term, a
sum equal to $93,386.40 payable in equal monthly installments of
$7,782.20 on the first day of each and every month during the
third year of the third extended term.



          (iv) during the fourth year of the third extended term, a
sum equal to $95,254.20 payable in equal monthly installments of
$7,937.85 on the first day of each and every month during the
fourth year of the third extended term.




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          (v) during the fifth year of the third extended term, a sum
equal to $97,159.32 payable in equal monthly installments of
$8,096.61 on the first day of each and every month during the
fifth year of the third extended term.



(3) If, at the time required for determination of the additional
rent, the Index is no longer published or issued, the parties
shall use such other Index as is then generally recognized and
accepted for similar determinations as chosen by Lessor.



ARTICLE XXVIII



EXCULPATORY CLAUSE



SECTION 28.1. Owner’s Exculpatory Clause.



     This
lease is executed by Devon Bank, not personally but solely as

Trustee under Trust No. 2750, in the exercise of the power and authority conferred
upon and vested in it as such Trustee. All the terms, provisions,
stipulations, covenants and conditions to be performed by Devon Bank are
undertaken by it solely as Trustee, as aforesaid, and not individually and all
statements herein made are made on information and belief and are to be
construed accordingly, and no personal liability shall be asserted or be
enforceable against Devon Bank by reason of any of the terms, provisions,
stipulations, covenants and/or statements contained in this lease.



     IN WITNESS WHEREOF, Owner and Tenant has signed and sealed this lease as
of the day and year first above written.




	 	 	 
	Devon Bank, not personally but
solely as

Trustee under Trust No. 
2750 dated April 22,

1976.

	 	Midwest Bank and Trust Company, an
Illinois

 corporation
	 
	 
	 
	BY:
/s/ Sally
Griffin                                       

	 	BY: /s/ Brad A.
Luecke          
	Its:
Asst Vice President & Trust
Officer   
	 	Its: Vice
Chairman                  
	 
	 
	Subscribed and Sworn to before me
this 28th

 day of August, 2002.

	 	Subscribed and Sworn to before me this
28th

day of August, 2002.
	 
	 
	 
	/s/
Nancy M. Brown                                   

	 	/s/ Joseph
Parrillo                 
	Notary Public	 	Notary Public






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Legal Description of Shopping Center


Lot 1 of Adinamis Subdivision, being a subdivision of the South 1/2 of Lot 11
in William Reed’s Subdivision of part of the South 1/2 of Sections 26 and 27,
Township 42 North, Range 12 East of the Third Principal Meridian, together with
Lot 18 (except the East 305.71 feet thereof) in Assessor’s Division in the
Southwest 1/4 of the South East 1/4 of Section 26, Township 42 North, Range 12
East of the Third Principal Meridian, except that part of said Lot 1 bounded
and described as follows: Beginning at the intersection of the center line of
Waukegan Road with the South line of said Section 26; thence East along said
South line of Section 26, a distance of 110.41 feet to a point; thence North at
right angles from said South line of Section 26, a distance of 50 feet to the
North line of East Lake Avenue now located and established; thence
Northwesterly in a curved line concave to the Northeast having a radius feet
and central angle of 90 degrees 23 minutes 20 seconds, a distance of 94.61 feet
to the East line of Waukegan Road, thence West in a straight line, a distance
of 50 feet to a point on said center line of Waukegan Road, a distance of
110.41 feet to the point of beginning, in Cook County, Illinois.




PIN: 04-26-409-029-000



Glen Oak Plaza

1411A Waukegan Road

Glenview, Illinois 60025



Exhibit X




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