EX-10.1






Exhibit 10.1




FIRST AMENDMENT TO LEASE AGREEMENT




THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into on the
29th day of October, 2009, by and between GLL US OFFICE, LP, a Delaware limited partnership
(“Landlord”), and DEERFIELD CAPITAL CORP., a Maryland corporation (“Tenant”).



W I T N E S S E T H:




WHEREAS, Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership
(“Original Landlord”), and Deerfield & Company LLC, an Illinois limited liability company
(“Original Tenant”) entered into a Lease Agreement dated July 11, 2005 (the “Lease”);



WHEREAS, Landlord succeeded to all of Original Landlord’s interest in and to the Lease and
Tenant succeeded to all of Original Tenant’s interest in and to the Lease;



WHEREAS, under the Lease, Landlord leases to Tenant certain premises (together, the “Original
Premises”) (i) deemed to consist of 69,184 rentable square feet, and (ii) consisting of the entire
eighth (8th) floor and the entire ninth (9th) floor of the office building
commonly known as “One O’Hare Centre” and located at 6250 North River Road, Rosemont, Illinois
60018 (the “Building”);



WHEREAS, Tenant desires to surrender the entire Original Premises to Landlord, and that the
Lease be appropriately amended, and Landlord is willing to accept such surrender on the following
terms and conditions;



WHEREAS, Tenant and Landlord agree to relocate Tenant from the Original Premises to an area
comprising the entire twelfth (12th) floor of the Building as depicted on Exhibit A
attached hereto (the “Substitution Space”); and



WHEREAS, Tenant and Landlord are willing to do the same on the following terms and conditions.



NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and
Tenant hereby amend the Lease as follows:



I. Substitution. Effective as of the Reduction Effective Date (hereinafter defined) but
subject to Section III.B below, the Substitution Space is substituted for the Original Premises
and, from and after the Reduction Effective Date, the “Premises”, as defined in the Lease, shall be
deemed to mean the Substitution Space containing 25,470 rentable square feet and comprising the
entire twelfth (12th) floor of the Building. In addition, 69,184 square feet shall be
replaced with 25,470 square feet in Item R of the Basic Lease Information and Exhibit A to the
Lease shall be replaced with Exhibit A attached hereto.



II. Substitution Effective Date.



A. The Term for the Substitution Space shall commence on October 1, 2010 (the “Substitution
Effective Date”). From and after the Reduction Effective Date and subject to Section IX below, the
Substitution Space is subject to all the terms and conditions of the Lease except as expressly
modified herein and except that Tenant shall not be entitled to receive any allowances, abatements
or other financial concessions previously granted with respect to the Original Premises unless such
concessions are expressly provided for herein with respect to the Substitution Space.



B. The Term of the Substitution Space (and thus the new “Termination Date” under the Lease)
shall expire on February 28, 2021, unless sooner terminated in accordance with the Lease or
extended as provided in Article 24 of the Lease.



C. As of the Substitution Effective Date, the Lease Years under the Lease shall be deemed
reset, with the first Lease Year for the Substitution Space commencing on the Substitution
Effective Date and ending on the last day of the 12th full calendar month thereafter.



III. Reduction.



A. Tenant shall vacate the Original Premises on or prior to April 30, 2010 and return the same
to Landlord in “broom clean”, “as-is” condition (but subject to any arrangements with a new tenant
approved by Landlord regarding a transfer of existing furniture and equipment within the Original
Premises) and, except as provided below, Tenant shall fully comply with all obligations under the
Lease respecting the Original Premises up to the Reduction Effective Date.



B. Effective as of the later of the date Tenant vacates the Original Premises or May 1, 2010
(the “Reduction Effective Date”), the Original Premises shall no longer be considered part of the
Premises. As of the Reduction Effective Date, the Original Premises shall be deemed surrendered by
Tenant to Landlord, the Lease shall be deemed terminated with respect to the Original Premises, and
the “Premises”, as defined in the Lease, shall be deemed to mean the Substitution Space. Except as
expressly provided in this Amendment (including the next succeeding subparagraph), Landlord hereby
releases, acquits and discharges Tenant and its officers, directors, shareholders, employees,
agents, successors and assigns of and from all obligations and liabilities under the Lease with
respect to the Original Premises arising from and after the Reduction Effective Date (expressly
including, without limitation, any obligations of the Tenant under Sections 9.4, 26, 27, 28 or
elsewhere in the Lease to remove any Alteration, Leasehold Improvement or any other real or
personal property from the Original Premises, excepting Tenant’s obligation to remove the Tenant’s
Property (as defined in Section 9.4 of the Lease), maintain existing signage and to leave the
Original Premises in broom clean “as-is” condition pursuant to the terms of Paragraph III A. above
and the monetary obligations expressly described in this Amendment).



However, notwithstanding the foregoing and for purposes of Tenant’s rental obligations only, Tenant
and Landlord hereby agree that Tenant shall continue to be obligated to pay all Rent under the
Lease on the entire Original Premises, from the Reduction Effective Date until the Substitution
Effective Date, as if the Premises remained at 69,184 rentable square feet (see Section IV.A
below); provided, however, Tenant’s obligation to pay for any utility services consumed within the
Original Premises shall cease as of the Reduction Effective Date. If Tenant timely vacated the
Original Premises as required herein, then from and after the Substitution Effective Date, Tenant’s
Rent obligations shall be as set forth in Section IV.B below.



C. Notwithstanding anything to the contrary in this Amendment, if Tenant shall holdover in the
Original Premises beyond April 30, 2010, but not beyond August 31, 2010 (which dates, in each
instance shall be extended without penalty by the amount of time equal to any delay caused by Force
Majeure Events [as such term is hereinafter defined]), such hold over shall not be deemed to be an
Event of Default hereunder prior to August 31, 2010, however, Tenant’s obligation to pay Rent under
the Lease on the entire Original Premises shall be extended on a day-for-day basis after the
Substitution Effective Date (i.e., one day for each day that Tenant fails to vacate the Original
Premises as required in Section III.A above), all as if the Premises remained at 69,184 rentable
square feet. For example, if Tenant vacated the Premises on May 3, 2010, then Tenant would pay
full Rent on the Original Premises through October 3, 2010.



D. If Tenant shall holdover in the Original Premises beyond August 31, 2010 for any reason
(including Force Majeure Event), then without limiting any of the Landlord remedies set forth in
the Lease, the following provisions shall also apply to Tenant:



1. Tenant shall be liable for Base Rent, Tenant’s Operating Cost Payment, any other Additional
Rent and other charges respecting the Original Premises equal to twice the amount in effect under
the Lease, prorated on a per diem basis and on a per square foot basis for the Original Premises.
Such holdover amount shall not be in limitation of Tenant’s liability for consequential or other
damages arising from Tenant’s holding over, nor shall it be deemed permission for Tenant to
holdover in the Original Premises.



2. Such holdover shall be deemed an immediate Event of Default under the Lease without the
necessity of notice therefore being delivered by Landlord to Tenant.



3. As of September 1, 2010, Tenant hereby waives any requirement of service of any statutory
notice or demand as a condition precedent to Landlord exercising any of its rights under this
subsection D.



4. Landlord may terminate Tenant’s right of possession of the Premises (with or without
terminating the Lease), re-enter the Premises by summary proceedings or otherwise, expel Tenant and
remove any or all property from the Original Premises, and Tenant shall be deemed to have
relinquished any and all leasehold rights (whether statutory or otherwise) to the Original
Premises.



5. Landlord may cancel and terminate this Amendment, and all provisions of the Lease shall be
reinstated and effective as if this Amendment was never executed or effective.



6. Upon receipt of written notice from Landlord, Tenant shall immediately increase its
Security Deposit to $2,333,400 and deliver to Landlord a Letter of Credit in that amount or a cash
disbursement so that Landlord is holding that amount as the Security Deposit under the Lease.



IV. Base Rent.



A. Continuing Rent Obligations for Original Premises. As of the Reduction Effective Date and
until the Substitution Effective Date, Tenant shall pay Rent in the amounts and as due under the
original Lease as if the Premises remained at 69,184 rentable square feet. All such Rent shall be
payable by Tenant in accordance with the terms of the Lease.



B. Base Rent for Substitution Space. Commencing on the Substitution Effective Date, the Rent
Schedule set forth on Exhibit C to the Lease shall not apply to the Substitution Space and Tenant
shall pay Landlord Base Rent for the Substitution Space as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lease	 	Begin	 	End	 	Rate	 	Annual	 	Monthly
	Year	 	Year	 	Year	 	 	 	 	 	 	 	 	 	 	 	 
	1.

	 	10/1/10
	 	9/30/11
	 	$	22.25	 	 	$	566,707.50	 	 	$	47,225.63	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	10/1/11
	 	9/30/12
	 	$	22.75	 	 	$	579,442.50	 	 	$	48,286.88	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	10/1/12
	 	9/30/13
	 	$	23.25	 	 	$	592,177.50	 	 	$	49,348.13	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	10/1/13
	 	9/30/14
	 	$	23.75	 	 	$	604,912.50	 	 	$	50,409.38	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.

	 	10/1/14
	 	9/30/15
	 	$	24.25	 	 	$	617,647.50	 	 	$	51,470.63	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6.

	 	10/1/15
	 	9/30/16
	 	$	24.75	 	 	$	630,382.50	 	 	$	52,531.88	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7.

	 	10/1/16
	 	9/30/17
	 	$	25.25	 	 	$	643,117.50	 	 	$	53,593.13	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8.

	 	10/1/17
	 	9/30/18
	 	$	25.75	 	 	$	655,852.50	 	 	$	54,654.38	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9.

	 	10/1/18
	 	9/30/19
	 	$	26.25	 	 	$	668,587.50	 	 	$	55,715.63	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10.

	 	10/1/19
	 	9/30/20
	 	$	26.75	 	 	$	681,322.50	 	 	$	56,776.88	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	11.

	 	10/1/20
	 	2/28/21
	 	$	27.25	 	 	$	289,190.63*	 	 	$	57,838.13	 
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







	 	*	 	reflects five month stub period.





All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease.



Notwithstanding the foregoing and provided the Reduction Effective Date has occurred and no Event
of Default exists as of the Substitution Effective Date, Tenant’s obligation to pay Base Rent for
the Substitution Space shall be fully abated during the months of October and November 2010.



V. Reimbursement of Abatement Amount. Tenant shall be obligated, at any time prior to the
expiration of the fourth Lease Year for the Substitution Space, to pay Landlord $94,451.25 (being
equal to the Base Rent for the Substitution Space abated during the months of October and November
2010 pursuant to the immediately preceding subparagraph) as Additional Rent under the Lease.
Tenant may elect the time for such payment, and may make such payment in more than one installment,
provided such payments must occur, and the $94,451.25 be paid in full, prior to the expiration of
the fourth Lease Year.



VI. Security Deposit.



A. Reduction of Security Deposit. Landlord is currently in possession of Tenant’s Security
Deposit in the form of the Letter of Credit in the amount of $2,333,400. As of the date that
Tenant delivers Tenant’s Deposit, as such term is defined and required in Exhibit B attached hereto
(the “LOC Reduction Date”), the table on Schedule 1.2 to the Lease shall be deleted and replaced
with the following:




“Tenant’s required Security Deposit shall be a Letter of Credit in the amount of
$1,333,400, which, subject to Article 19 of the Lease, shall be reduced to $500,000
on September 30, 2010.”



The reduction of the Letter of Credit shall be completed as follows: Landlord shall deliver the
original Letter of Credit to the issuer of the Letter of Credit (“Issuer”) in trust, with
instructions that the Letter of Credit shall be reduced only when Issuer has simultaneously wired,
or is unconditionally prepared to immediately wire, the Tenant’s Deposit to the Escrow Trustee (as
defined in Exhibit B attached hereto) using the wire instructions provided by Landlord. Issuer
shall be instructed to immediately return the Letter of Credit to Landlord upon written request.



In addition, on the date that Schedule 1.2 is replaced as described above, the amount of $3,000,000
in Item S of the Basic Lease Information shall be replaced with $1,333,400 and Article 19 shall be
deleted in its entirety and replaced with the following:



“ARTICLE 19




SECURITY DEPOSIT





Tenant shall, as security for the performance of Tenant’s obligations under this Lease,
deliver to Landlord an unconditional and irrevocable letter of credit (such letter of credit
and any amendment or replacement thereof approved by Landlord is defined herein as the
“Letter of Credit” and such Letter of Credit, together with the cash proceeds of any draw
thereunder, shall be collectively referred to as the “Security Deposit”) in favor of
Landlord and its successors and assigns. The Letter of Credit shall be in the form attached
hereto as Exhibit F and shall be issued by a financial institution reasonably
satisfactory to Landlord. The initial Letter of Credit hereunder shall expire no earlier
than twelve (12) months after the Reduction Effective Date and any replacement Letter of
Credit hereunder shall expire no earlier than twelve (12) months from the then outstanding
and expiring Letter of Credit, with the final Letter of Credit to expire no earlier than
thirty (30) days after the expiration of the Term. Any replacement Letter of Credit shall
be delivered to Landlord at least thirty (30) days prior to the expiration of the then
outstanding Letter of Credit. Landlord shall have the right, at Landlord’s sole cost and
expense, to transfer the Letter of Credit to any purchaser of the Building and, for
collateral purposes, to any mortgagee or lessor. Upon such transfer for other than
collateral purposes, Tenant shall look solely to such purchaser for return of the Letter of
Credit, and Landlord shall be relieved of any liability with respect to such items. Unless
required by applicable Requirements, Landlord shall not be required to keep the Security
Deposit segregated from other funds of Landlord or to pay interest thereon. Tenant shall
not assign or in any way encumber the Security Deposit and shall pay all costs and expenses
related to maintaining the Letter of Credit, including the fees of the financial institution
that issues the Letter of Credit. During the continuance of any Event of Default or the
failure of Tenant to timely deliver a replacement Letter of Credit as required hereunder,
Landlord may, without prejudice to any other remedy, draw upon the Letter of Credit, in
whole or in part and use any portion of the Security Deposit to cure such Event of Default
or hold as a Security Deposit. In no event shall the cash proceeds of any draw on the
Letter of Credit be considered an advance payment of Rent, and in no event shall Tenant be
entitled to use such cash proceeds for the payment of Rent. Following any such draw and the
application thereof to cure any such Event of Default, Tenant shall either pay to Landlord,
within five (5) Business Days of written demand, the amount so applied in order to restore
the Security Deposit to the then required amount hereunder, or, restore the Letter of Credit
to the then required amount hereunder. If no Event of Default is then continuing at the
termination of this Lease, any remaining balance of the Security Deposit or remaining Letter
of Credit shall be returned to Tenant within the later to occur of (i) thirty (30) days
after the expiration or earlier termination of this Lease; or (ii) thirty (30) days after
Tenant’s surrender of the Premises in accordance with Article 18 hereof, in each case
provided no Event of Default or event for which Tenant has received notice of default is
then continuing. Notwithstanding anything in this Article 19 to the contrary, and provided
no Event of Default exists under the Lease as of the effective date of the reduction of the
Security Deposit as described herein and provided Tenant shall not have been late more than
four (4) times in the payment of Rent during the prior twelve (12) month period, then the
Letter of Credit shall automatically reduce (or a replacement Letter of Credit in such
reduced amount shall be provided) as set forth on Schedule 1.2 attached hereto. If the
Letter of Credit automatically reduced in violation of the terms of this Article 19, Tenant
shall be required to obtain a replacement Letter of Credit for the correct amount which is
required hereunder.”



B. Amendment to Letter of Credit. On the date that Schedule 1.2 is replaced as
described above, Exhibit F to the Lease is hereby replaced in its entirety with the form of letter
of credit attached to this Amendment as Exhibit C. Landlord and Tenant shall cooperate so that
the outstanding Letter of Credit currently in Landlord’s possession can be reduced to the amount
described above and Tenant can simultaneously deposit the Tenant’s Deposit required in Exhibit B.
In no event shall the effectiveness of any reduction in the Letter of Credit occur before Tenant
has completed its Tenant’s Deposit.



VII. Tenant’s Pro Rata Share.



A. Tenant’s Pro Rata Share for Original Premises. Notwithstanding anything in this Amendment
to the contrary, for the period commencing with the Reduction Effective Date and ending on the
Substitution Effective Date, Tenant’s Share under the Lease shall continue to be 18.6685% and
Tenant shall remain liable for all year-end adjustments with respect to Tenant’s Share of Operating
Costs applicable to the Original Premises for that portion of any calendar year preceding the
Substitution Effective Date. Such adjustments shall be paid at the time, in the manner and
otherwise in accordance with the terms of the Lease, unless otherwise specified herein.



B. Tenant’s Pro Rata Share for Substitution Space. For the period commencing with the
Substitution Effective Date and ending on the Termination Date, Tenant’s Pro Rata Share for the
Substitution Space shall be 6.87%, and Tenant shall pay for Tenant’s Share of Operating Costs
applicable to the Substitution Space in accordance with the terms of the Lease.



VIII. Improvements to Substitution Space.



A. Condition of Substitution Space. Tenant has inspected the Substitution Space and agrees to
accept the same in an “as is”, “broom clean” condition, without any agreements, representations,
understandings or obligations on the part of Landlord to perform any alterations, repairs or
improvements. Notwithstanding the foregoing, Landlord hereby agrees to remove, at Landlord’s sole
cost and prior to the commencement of Leasehold Improvements in the Substitution Space, any
abandoned tele-data cabling located within the ceiling area above the Substitution Space.



B. Responsibility for Improvements to Substitution Space. Any construction, alterations or
improvements to the Substitution Space shall be performed by Tenant in accordance with Exhibit B
attached hereto and made a part hereof. In any and all events, neither the Reduction Effective
Date nor the Substitution Effective Date shall be postponed or delayed if the initial improvements
to the Substitution Space are incomplete on the Substitution Effective Date for any reason
whatsoever. Any delay in the completion of initial improvements to the Substitution Space shall
not subject Landlord to any liability for any loss or damage resulting therefrom.



IX. Possession of Substitution Space. Possession of the Substitution Space shall be
tendered to Tenant by Landlord on the date on which this Amendment is executed and delivered by
Landlord to Tenant so that Tenant may perform its obligations relating to the construction of the
Substitution Space in accordance with Exhibit B attached hereto. Following the date that
Tenant shall have taken actual possession of the Substitution Space, Tenant shall comply with all
terms and provisions of the Lease, except those provisions requiring payment of Base Rent or
Additional Rent as to the Substitution Space.



X. Transfer Review Fee. The last sentence of Section 7.4 is deleted and replaced with the
following: Notwithstanding the foregoing to the contrary, the administrative fee charged by
Landlord in connection with each Landlord’s review of a proposed Transfer shall not exceed (i)
$3,000 during Lease Years 1 through 5 and (ii) $4,000 during Lease Years 6 though 11.



XI. Alterations. Section 9.4 of the Lease is deleted in its entirety and replaced with the
following:




“Section 9.4 Each Alteration and the Leasehold Improvements (i.e., initial improvements to
the Substitution Space) made by Tenant in or upon the Premises (excepting only Tenant’s
personal property, furniture, equipment and trade fixtures hereinafter referred to as
“Tenant’s Property”), whether temporary or permanent in character, shall become Landlord’s
property upon its attachment to the Premises and shall remain upon the Premises at the
expiration or termination of this Lease without compensation to Tenant; provided, however,
upon the expiration or earlier termination of the Term: (i) Landlord shall have the right to
require Tenant to remove any Alteration made to the Premises (including Leasehold
Improvements) if Landlord informs Tenant in writing at the time Landlord approves
the Plans for the Leasehold Improvements pursuant to the terms of Paragraph 3(b) of Exhibit
B or consents to any other Alterations performed pursuant to this Article 9 that Landlord
shall require removal of such Alteration at the expiration or termination of this Lease (If
Landlord fails to notify Tenant in writing that an Alteration must be removed at the
expiration or earlier termination of the Lease, then Landlord shall be deemed to have waived
its right to require such removal); (ii) Tenant shall remove (with no further notice to
Tenant required with respect thereto) all telephone and telecommunications wiring and
cabling installed in the Premises whether installed as part of the Leasehold Improvements or
as part of any Alterations, except for any such wiring or cabling that Landlord (after
written inquiry from Tenant) reasonably determines is likely to be re-used by a subsequent
tenant of the Premises; and (iii) if Tenant failed to obtain Landlord’s prior consent to any
Alteration which consent is required pursuant to Section 9.1 above, Landlord may require
Tenant to remove such Alteration if Landlord informs Tenant in writing that Landlord
requires such removal at any time prior to the expiration or earlier termination of the
Term. Tenant shall, at its cost and expense, remove all Premises Improvements specifically
required to be removed by Tenant under this Lease and all of Tenant’s Property and repair
any and all damage to the Premises and the Building caused by such removal on or before the
expiration or termination of this Lease. In no event (including in the event of a
termination of this Lease by Tenant pursuant to Article 25 herein) shall Tenant be required
to remove any improvements, Alterations or Specialty Alterations that exist within the
Premises as of the date of execution of this Lease. The provisions of this Section 9.4
shall survive the expiration or any earlier termination of this Lease.”



XII. Parking. Item M of the Basic Lease Information is deleted in its entirety and
replaced with the following:




“Subject to the terms of Article 22 herein, Tenant shall have, during the Term, 76
Parking Permits to be used in common with others in the Parking Facility and 5
assigned parking spaces.”



In addition, Article 22 of the Lease is hereby deleted in its entirety and replaced with the
following:



“ARTICLE 22




PARKING




A. Landlord hereby grants to Tenant a license to use in common with other tenants and with the
public the Parking Facility and shall issue Parking Permits for such use. Each such Parking Permit
shall entitle Tenant to one (1) unassigned parking space in the Parking Facility. Tenant shall be
entitled to the number of Parking Permits set forth in Item M of the Basic Lease Information.
During the Term, Landlord hereby grants to Tenant a license to use five (5) assigned parking spaces
in their presently existing location (at no cost for the first 2 Lease Years and thereafter at a
cost of $50 per month for each such assigned space, to be increased from time to time by Landlord
as and when such rates are increased by Landlord for all users of the Parking Facility), within a
reasonable distance as determined by Landlord from the parking locations set forth on Exhibit
L attached hereto and made a part hereof (such assigned spaces shall be in addition to the
unassigned Parking Permits granted to Tenant). Landlord shall have the right to relocate any or
all of the assigned parking spaces during the Term, provided Landlord relocates such spaces only
within a reasonable distance as determined by Landlord from the then-existing assigned parking
locations. Landlord shall only relocate Tenant’s assigned parking spaces for a commercially
reasonable business decision (which shall include, but not be limited to, relocating Tenant’s
assigned parking to accommodate another tenant at the Building who leases more space than Tenant or
to create handicapped parking spaces, but shall not include relocating Tenant to accommodate
another tenant who leases less space at the Building than Tenant). Landlord shall not be obligated
to provide Tenant with any additional Parking Permits or assigned parking spaces. If Tenant fails
to observe the Rules and Regulations with respect to the Parking Facility, then Landlord, at its
option after written notice to Tenant and an opportunity to cure such default, shall have the right
to treat such failure as a default under this Lease and to terminate Tenant’s Parking Permits and
Tenant’s rights to the assigned parking spaces, without legal process, and to remove Tenant’s
vehicles and those of its employees, licensees or invitees and all of Tenant’s personal property
from the Parking Facility.



B. Subject to Sections 14.3 and 15.3, if all or any portion of the Parking Facility shall be
damaged or rendered unusable by fire or other casualty or any taking pursuant to eminent domain
proceeding (or deed in lieu thereof), and as a result thereof Landlord or the garage operator is
unable to make available to Tenant the parking provided for herein, then the number of cars which
Tenant shall be entitled to park hereunder shall be proportionately reduced so that the number of
cars which Tenant may park in the Parking Facility after the casualty or condemnation in question
shall bear the same ratio to the total number of cars which can be parked in the Parking Facility
at such time as the number of cars Tenant had the right to park in the Parking Facility prior to
such casualty or condemnation bore to the aggregate number of cars which could be parked therein at
that time. Subject to applicable Requirements and Encumbrances and provided neither Landlord nor
Tenant have exercised its rights to terminate the Lease as provided in Article 14 of this Lease,
Landlord shall repair the Parking Facility in the event of a casualty. If Landlord is unable to
provide reasonable substitute parking to Tenant (at no additional out-of-pocket cost to Tenant)
during such repair of the Parking Facility, Landlord shall reimburse Tenant for Tenant’s reasonable
costs to obtain substitute parking during the reconstruction period.



C. Landlord shall keep the Parking Facility in good order and in a safe, neat and clean
condition and Landlord shall maintain and make all necessary repairs to such Parking Facility (with
the costs of such maintenance and repair to be included in Operating Costs, subject to the
limitations set forth in the definition of Operating Costs).”



XIII. Cancellation Option. Article 25 of the Lease is hereby deleted in its entirety and
replaced with the following:



1



“ARTICLE 25




CANCELLATION OPTION




A. Subject to the provisions set forth herein, Tenant shall have the right to terminate this
Lease as of September 30, 2016 (the “Cancellation Date”). Tenant’s cancellation option
shall be exercisable by the delivery of a written notice (the “Cancellation Notice”) to
Landlord on or before October 1, 2015, time being of the essence. If Tenant fails to deliver the
Cancellation Notice to Landlord as required hereunder, Tenant shall be conclusively presumed to
have elected not to exercise Tenant’s cancellation option. Once given, notice of exercise of
Tenant’s cancellation option shall be irrevocable. Only the Tenant named in this Lease or a
Permitted Transferee may exercise the option to cancel set forth herein.



B. Tenant’s rights to exercise its right to cancel pursuant to this Article 25 are subject to
the condition that no Tenant Event of Default shall exist at the time that Tenant delivers the
Cancellation Notice to Landlord. Notwithstanding the foregoing, if the existence of any such
default shall, pursuant to the foregoing, make ineffective the exercise of such right, such
exercise shall nevertheless become effective as of the originally scheduled date if such default is
cured within the earlier of (i) any applicable cure or grace period specified in Article 12 hereof
or (ii) thirty (30) days after delivery of notice of such default by Landlord to Tenant.



C. Tenant’s right to exercise Tenant’s cancellation option is made expressly subject to the
condition that, simultaneously with the delivery of the Cancellation Notice to Landlord, Tenant
shall deliver to Landlord the Cancellation Fee. The “Cancellation Fee” shall be equal to
$1,433,451.60.



D. Notwithstanding anything contained herein to the contrary and in addition to the
obligations to remove certain items at the expiration of the Term pursuant to and in accordance
with Section 9.4 and in Articles 26 and 28, if Tenant exercises its cancellation option as provided
in this Article 25, Tenant shall also be required to remove all Specialty Alterations from the
Premises, if any are identified a the time Landlord approves the Plans for Leasehold Improvements
in the Substitution Space.”



XIV. Signage. Article 26 of the Lease is hereby deleted in its entirety and replaced
with the following:



“ARTICLE 26




SIGNAGE




Tenant currently possesses signage on two (2) sides of the Building’s façade as more particularly
set forth on Exhibit G attached to the Lease (“Façade Signage”); on the west wall of the first
floor high-rise elevator lobby in the Building, as more particularly set forth in Exhibit H
attached to the Lease (“Lobby Signage”); and on the monument sign at the entrance to the Project
which identifies the Building and tenants and occupants of the Building (“Monument Signage”).
Tenant hereby acknowledges that it has no continuing right under this Lease to the Façade Signage,
Lobby Signage or Monument Signage; provided, however, Landlord hereby grants Tenant permission to
display said signage unless and until Landlord elects to remove all or a portion of it at
Landlord’s sole and absolute discretion. Tenant shall maintain in their present condition, and at
its sole cost, all of the signage described above for as long as it remains in place on or about
the Building, it being understood that Tenant shall have no obligation to maintain or repair the
electrical components of the Façade Signage (but Landlord may require that all such electrical
illumination be terminated).



If Landlord or another tenant shall elect to remove all or any portion of the Façade Signage
or the Lobby Signage prior to the expiration or earlier termination of this Lease as aforesaid, the
cost of such removal shall not be borne by Tenant. If the Façade Signage or Lobby Signage remains
on the Building as of the expiration or earlier termination of the Lease, then Tenant shall
promptly remove the Façade Signage and Lobby Signage and repair any and all damage and holes
resulting therefrom, all at Tenant’s sole cost. The cost to remove Tenant’s name on the Monument
Signage shall be paid by Landlord.”



XV. Representations. Each party represents to the other that it has full power and
authority to execute this Amendment. Tenant represents that it has not made any assignment,
sublease, transfer, conveyance of the Lease or any interest therein or in the Original Premises
other than those explicitly recited herein and further represents that it has received no notice of
any claim, demand, obligation, liability, action or cause of action by any other party respecting,
relating to or arising out of the Original Premises, and Tenant agrees to indemnify and hold
harmless Landlord and the Landlord Related Parties (as defined in the “Miscellaneous” Section
below) from all liabilities, expenses, claims, demands, judgments, damages or costs, including
without limitation, reasonable attorneys’ fees arising out of a breach of the foregoing
representation. Tenant acknowledges that Landlord will be relying on this Amendment in entering
into leases for the Original Premises with other parties.



XVI. Other Pertinent Provisions. Landlord and Tenant agree that, effective as of the
Reduction Effective Date, the Lease shall be amended in the following additional respects:



A. Tenant’s Permitted Use. Item U of the Basic Lease Information is amended to read
in its entirety: “General office purposes and uses customarily related thereto and no other
purpose.”



B. Refurbishment. Section 3.3 is hereby deleted in its entirety.



C. Secured Area. All references to the “Secured Area” in the Lease, including within
Sections 6.3, 14.3, and 20.29, are hereby deleted.



D. Corporate Transfer. The last sentence of Section 7.2 is hereby deleted in its
entirety. In addition, Section 7.3 is hereby amended by adding the words “but without the consent
of Landlord” after the word “Landlord” where it appears in the second line thereof.



E. Right of First Refusal. Article 23 is hereby deleted in its entirety.



F. Specific Improvements. Article 27 is hereby deleted in its entirety.



G. Right of First Offer. Article 29 and Exhibit J are hereby deleted in their
entirety.



H. Parking. Exhibits M and N are hereby deleted in their entirety.



XVII. Landlord’s Address for Notice. Items H and I of the Basic Lease Information of the
Lease are amended to reflect the following addresses for Landlord:



H. Landlord’s Address for Notice:



GLL US Office, L.P.


c/o CB Richard Ellis, Inc.


6250 North River Road


Rosemont, IL 60018


Attn: Property Manager



With a copy to:



Freeborn & Peters LLP


311 S. Wacker Drive, Suite 3000


Chicago, IL 60606


Attention: Dov Pinchot



I. Landlord’s Address for Payment:



If by Overnight Mail or Courier



Wachovia Bank


GLL US Office, LP–O’Hare Center


Lockbox #933472


3585 Atlanta Ave.


Hapeville, GA 30354



If by Regular Mail



GLL US Office, LP – O’Hare Center


P.O. Box 933472


Atlanta, GA 31193



If by Wire/ACH Transfer


GLL US Office, LP – O’Hare Center


ABA/ACH# 061000227


ABA# 0601000227


Account# 2000028345732



XVIII. Estoppel. Landlord represents and warrants to Tenant that (i) the Lease is
unmodified and in full force and effect and (ii) to the best of Landlord’s knowledge, (a) there is
no existing default by Tenant under the Lease and (b) no event has occurred or is continuing which,
with the lapse of time or with the giving of notice, or both, will constitute a default by Tenant
under the Lease.



XIX. Miscellaneous.



A. This Amendment sets forth the entire agreement between the parties with respect to the
matters set forth herein. There have been no additional oral or written representations or
agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement
allowance, leasehold improvements, or other work to the Premises, or any similar economic
incentives that may have been provided Tenant in connection with entering into the Lease, unless
specifically set forth in this Amendment. This Amendment shall not be relied upon by any other
party, individual, corporation, partnership or entity as a basis for reducing its lease obligations
with Landlord or for any other purpose. Tenant agrees that it shall not disclose any matters set
forth in this Amendment or disseminate or distribute any information concerning the terms, details
or conditions hereof to any person, firm or entity without obtaining the express written consent of
Landlord.



B. Except as herein modified or amended, the provisions, conditions and terms of the Lease
shall remain unchanged and in full force and effect.



C. In the case of any inconsistency between the provisions of the Lease and this Amendment,
the provisions of this Amendment shall govern and control.



D. Submission of this Amendment by Landlord is not an offer to enter into this Amendment but
rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this
Amendment until Landlord has executed and delivered the same to Tenant.



E. The capitalized terms used in this Amendment shall have the same definitions as set forth
in the Lease to the extent that such capitalized terms are defined therein and not redefined in
this Amendment.



F. Tenant hereby represents to Landlord that Tenant has dealt with no broker in connection
with this Amendment other than Jones Lang LaSalle (“Broker”). Tenant agrees to indemnify and hold
Landlord, its trustees, members, principals, beneficiaries, partners, officers, directors,
employees, mortgagee(s) and agents, and the respective principals and members of any such agents
(collectively, the “Landlord Related Parties”) harmless from all claims of any brokers other than
Broker claiming to have represented Tenant in connection with this Amendment. Landlord hereby
represents to Tenant that Landlord has dealt with no broker in connection with this Amendment other
than Golub Realty Services, LLC. Landlord agrees to indemnify and hold Tenant, its trustees,
members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the
respective principals and members of any such agents (collectively, the “Tenant Related Parties”)
harmless from all claims of any brokers claiming to have represented Landlord in connection with
this Amendment. Landlord agrees to pay a brokerage commission to Jones Lang LaSalle pursuant to a
separate letter agreement between the parties.



G. Each signatory of this Amendment represents hereby that he or she has the authority to
execute and deliver the same on behalf of the party hereto for which such signatory is acting.



[Signatures are on next page.]





2






IN WITNESS WHEREOF, this Amendment is executed by Landlord and Tenant on the first date
written above.



LANDLORD



GLL US OFFICE, LP, a Delaware limited partnership




	 	 	By: GLL US OFFICE CORP., a Delaware corporation, its General Partner





By: /s/ Edward N. Rime

Name: Edward N. Rime

Its: Vice President




TENANT



DEERFIELD CAPITAL CORP., a Maryland corporation



By: /s/ Francis P. Straub III


Name: Francis P Straub III


Its: CFO



EXHIBIT A




SUBSTITUTION SPACE




[IMAGE OMITTED]




 



EXHIBIT B




LEASEHOLD IMPROVEMENTS




ARTICLE 1




LEASEHOLD IMPROVEMENTS




Tenant, at its sole cost and expense (subject to payment of the Landlord’s Contribution), shall
perform, or cause to be performed, the work (the “Leasehold Improvements”) in the Substitution
Space provided for in the Plans (as hereafter defined) submitted to and approved by Landlord. The
Leasehold Improvements shall be constructed in a good and workmanlike fashion, in accordance with
the requirements set forth herein and in compliance with all applicable Requirements. Landlord’s
review and approval of the Plans or any other submission of Tenant shall create no responsibility
or liability on the part of Landlord for such compliance or for their completeness or design
sufficiency. Tenant shall commence the construction of the Leasehold Improvements promptly
following completion of the pre-construction activities provided for in Article 3 below and shall
diligently proceed with all such construction. Tenant shall coordinate its Leasehold Improvements
so as avoid interference with any other work being performed by or on behalf of Landlord and other
tenants at the Building.



ARTICLE 2




CONDITION OF THE SUBSTITUTION SPACE




Tenant shall accept the Substitution Space in its “As-Is” condition for the purpose of completing
the Leasehold Improvements.



ARTICLE 3




PRE-CONSTRUCTION ACTIVITIES





(a) Within thirty (30) days after the execution of the First Amendment to Lease by
Landlord and Tenant, Tenant shall submit the following information and items to Landlord for
Landlord’s review and approval which approval or disapproval (giving reasons in case of
disapproval) shall be given within five (5) Business Days of Landlord’s receipt of each of
the following items (provided, however the approval of the Plans shall be governed by
Section 3(b) below):




(i) A detailed construction schedule containing the major components of the
Leasehold Improvements and the time required for each, including the scheduled
commencement date of construction of the Leasehold Improvements, milestone dates
(“Construction Milestone Dates”) and the estimated date of completion of
construction.




(ii) An itemized statement of estimated construction costs, including permits
and architectural and engineering fees.




(iii) The names and addresses of Tenant’s contractors (and the Tenant’s
contractor’s subcontractors and vendors) to be engaged by Tenant for the Leasehold
Improvements (collectively, “Tenant’s Contractors”). Landlord and Tenant agree that
Tenant shall utilize McGuire Engineering for all engineering drawings that are
prepared in connection with the Leasehold Improvements. Notwithstanding the time
frame for approval or disapproval described in Article 3(a) above, if Landlord is
not familiar with any of the contractors or subcontractors submitted by Tenant,
Landlord shall have an additional five (5) Business Days to review and approve or
disapprove said contractors or subcontractors.




(iv) Tenant’s Architect’s (as hereinafter defined) written statement that
Tenant’s Architect has visited the site, inspected and verified existing conditions
as such conditions affect the Plans and construction of the Leasehold Improvements.




(v) A written statement from Tenant’s Architect accepting the Substitution
Space in its “As-Is” condition.




(vi) Certificates of insurance as hereinafter described in Article 7. Tenant
shall not permit Tenant’s Contractors to commence work until the required insurance
has been obtained and certificates have been delivered to Landlord.




(vii) The Plans for the Leasehold Improvements, which Plans shall be subject to
Landlord’s approval in accordance with Paragraph 3(b) below.



Tenant will update such information and items by notice to Landlord of any changes.




(b) As used herein the term “Plans” shall mean full and detailed construction drawings,
architectural and engineering plans and specifications covering the Leasehold Improvements
(including, without limitation, architectural, mechanical, electrical, life safety, fire
protection and plumbing working drawings for the Leasehold Improvements). Subject to
Landlord’s Contribution, Tenant shall pay all costs and expenses of preparing the Plans.
The Plans shall be subject to Landlord’s approval which shall not be unreasonably withheld
or delayed and the approval of all local governmental authorities requiring approval, if
any. Landlord shall give its approval or disapproval (giving reasons in case of
disapproval) of the Plans within seven (7) Business Days after their delivery to Landlord.
If Landlord fails to give its approval or disapproval of the Plans within said seven (7)
Business Day period, Tenant may send a written notice to Landlord stating that Landlord’s
failure to approve or disapprove the Plans submitted by Tenant within three (3) additional
days shall be deemed approval. If Landlord fails to approve or disapprove of the Plans
within three (3) days of receipt of the second request for approval then the Plans shall be
deemed approved. Landlord agrees not to unreasonably withhold its approval of said Plans;
provided, however, that Landlord shall not be deemed to have acted unreasonably if it
withholds its consent because, in Landlord’s opinion: (i) the Leasehold Improvements are
likely to adversely affect Building systems, the structure of the Building or the safety of
the Building and its occupants; (ii) the Leasehold Improvements would adversely affect
Landlord’s ability to furnish services to Tenant or other tenants; (iii) the Leasehold
Improvements would increase the cost of operating the Building (unless Tenant agrees to pay
such additional costs); (iv) the Leasehold Improvements would violate any Requirements;
(v) the Leasehold Improvements contain or would require the use of Hazardous Substances;
(vi) the Leasehold Improvements would materially and adversely affect the exterior
appearance of the Building; or (vii) the Leasehold Improvements would adversely affect
another tenant’s premises. The foregoing reasons, however, shall not be exclusive of the
reasons for which Landlord may withhold consent, whether or not such other reasons are
similar or dissimilar to the foregoing. Landlord shall cooperate with Tenant by discussing
or reviewing preliminary plans and specifications at Tenant’s request prior to completion of
the full, final detailed Plans in order to expedite the preparation of and the subsequent
approval process concerning the final Plans. If Landlord notifies Tenant that changes are
required to the final Plans submitted by Tenant, Tenant shall, within five (5) Business Days
thereafter, submit to Landlord, for its approval, the Plans amended in accordance with the
changes so required. Such submission of revised Plans shall be accompanied by a written
point by point response from Tenant specifically responding to any disapprovals or other
responses delivered by Landlord to Tenant. Landlord shall give its approval or disapproval
(giving reasons in case of disapproval) of the changes to the Plans within three (3)
Business Days after their delivery to Landlord. The Plans shall also be revised, and the
Leasehold Improvements shall be changed, to incorporate any work required in the
Substitution Space by any local governmental field inspector. Landlord’s approval of the
Plans shall in no way be deemed to be acceptance or approval of any element therein
contained which is in violation of any Requirements.




(c) No Leasehold Improvements shall be undertaken or commenced by Tenant in the
Substitution Space until the following conditions have been fulfilled:




(i) The Plans for the Substitution Space have been submitted to and approved by
Landlord (or deemed approved as provided herein).




(ii) All necessary building permits have been obtained by Tenant.




(iii) All required insurance coverages have been obtained by Tenant, it being
understood that failure of Landlord to receive evidence of such coverage upon
commencement of the Leasehold Improvements shall not waive Tenant’s obligations to
obtain such coverages.




(iv) Tenant has complied with the provisions of Section 3(a) herein.



ARTICLE 4




CHARGES AND FEES




Subject to Landlord’s Contribution, Tenant shall be responsible for all costs and expenses
attributable to the Leasehold Improvements and Tenant shall pay all costs and expenses of preparing
the Plans. Tenant shall also pay for after-hours engineer time, where a building engineer is
required by Landlord for services or oversight in connection with the Leasehold Improvements. Such
engineer charges will be at $85 per hour, and shall only be provided after written approval by
Tenant, specifying the number of hours that such after-hours services shall be required.



Landlord agrees that Tenant shall not be required to pay for the costs of the following services
all of which shall be supplied to Tenant by Landlord during the construction period of the
Leasehold Improvements without charge: (i) temporary toilets, access to phone service and hot and
cold water to the Premises during the construction period; (ii) all hoisting charges for using the
Building’s freight elevators for the construction of the Leasehold Improvements (as described in
Section 6(h) hereof); and (iii) freight dock services and normal Building security during Tenant’s
construction and move-in period. With the exception of overtime or after-hours personnel charges
(as described in the paragraph above), Landlord agrees that Tenant shall not be charged for
overtime or after-hours freight elevator, freight dock or hoisting services.



ARTICLE 5




CHANGE ORDERS




All non-cosmetic changes to the final Plans by Tenant must be approved by Landlord (which approval
shall not be unreasonably withheld or delayed) in advance of the implementation of such changes as
part of the Leasehold Improvements. In addition, any changes to the Plans which would have the
result of creating any of the conditions set forth in (i) through (vii) of Section 3(b) which
entitles Landlord to reasonably withhold its consent shall, in all instances, require Landlord’s
prior consent. If Landlord fails to approve or disapprove of any changes to the Plans within two
(2) Business Days of Landlord’s receipt of written request of such changes, Landlord’s approval
shall be deemed given. Subject to Landlord’s Contribution, Tenant shall be responsible for all
costs and expenses attributable to any changes. All delays caused by Tenant initiated change
orders, including, without limitation, any stoppage of work during the change order review process,
are solely the responsibility of Tenant and shall cause no delay in the Commencement Date, or
payment of Rent and performance of other obligations set forth in the Lease.



ARTICLE 6




STANDARDS OF DESIGN AND CONSTRUCTION AND

CONDITIONS OF TENANT’S PERFORMANCE




All work done in or upon the Substitution Space by Tenant shall be done according to the standards
set forth in this Article 6, except as the same may be modified in the Plans approved by both
Landlord and Tenant.




(a) Tenant’s Plans and all design and construction of the Leasehold Improvements shall
comply with all Requirements. Approval by Landlord of the Plans shall not constitute a
waiver of this requirement or assumption by Landlord of responsibility for compliance.
Where several sets of the foregoing laws, codes and standards must be met, the strictest
shall apply where not prohibited by another law, code or standard.




(b) Tenant shall, at its own cost and expense, but subject to payment by Landlord of
Landlord’s Contribution, obtain all required building permits and, when construction has
been completed, shall, at its own cost and expense, obtain an occupancy permit for the
Substitution Space, which shall be delivered to Landlord. Tenant’s failure to obtain such
permits shall not cause a delay in the Commencement Date, or the payment of Rent and
performance of other obligations under the Lease.




(c) Tenant’s Contractors shall be licensed contractors, capable of performing quality
workmanship. Tenant shall only use union labor for the performance of the Leasehold
Improvements. All work shall be coordinated with any other construction or other work in
the Building in order not to adversely affect construction work being performed by or for
Landlord or its tenants, it being understood that in the event of any conflict, Landlord and
its contractors and subcontractors shall have priority over Tenant and Tenant’s Contractors;
provided, however, notwithstanding such priority, Landlord shall not unreasonably interfere
with Tenant’s Contractors in the performance of the Leasehold Improvements.




(d) Landlord shall have the right, but not the obligation, upon written notice to
Tenant, except in the case of an emergency, to perform, on behalf of and for the account of
Tenant, subject to reimbursement by Tenant, any work (i) which Landlord deems necessary to
be done on an emergency basis or (ii) which pertains to structural components, Building
systems or the general utility systems for the Building or (iii) which pertains to the
erection of temporary safety barricades or signs during construction or (iv) which pertains
to connecting the Leasehold Improvements with any other work in the Building.




(e) Tenant shall use only new, first-class materials in the Leasehold Improvements
generally of a quality level of Building Standard, except where explicitly shown in the
Plans approved by Landlord and Tenant. Tenant shall, promptly after Tenant’s receipt of the
same, deliver copies of all warranties obtained by Tenant in connection with the Leasehold
Improvements. Such warranties shall be enforceable by Landlord. In no event shall Landlord
be responsible for any defects in the Leasehold Improvements.




(f) Tenant and Tenant’s Contractors, in performing work, shall not unreasonably
interfere with other tenants and occupants of the Building. Tenant and Tenant’s Contractors
shall make all commercially reasonable efforts and take all commercially reasonable steps
appropriate to construction activities undertaken in a fully-occupied first-class office
building so as not to materially interfere with the operation of the Building and shall, in
any event, comply with all other reasonable rules and regulations existing from time to time
at the Building. Tenant and Tenant’s Contractors shall take all commercially reasonable
precautionary steps to minimize dust, noise and construction traffic, and to protect their
facilities and the facilities of others affected by the Leasehold Improvements and to
properly police same. Construction equipment and materials are to be kept within the
Substitution Space and delivery and loading of equipment and materials shall be done at such
locations and at such time as Landlord shall reasonably direct so as not to burden the
operation of the Building.




(g) Landlord shall have the right to order Tenant or any of Tenant’s Contractors who
violate the requirements imposed on Tenant or Tenant’s Contractors in performing work to
cease work and remove its equipment and employees from the Building. Notwithstanding the
foregoing to the contrary, Landlord agrees to give Tenant at least two (2) Business Days
written notice prior to requiring Tenant’s contractors to cease work and remove its
employees and equipment from the Building, except in the event of an emergency where no such
prior notice shall be required. No such action by Landlord shall delay the Commencement
Date, the payment of Rent and performance of other obligations under the Lease, or otherwise
subject Landlord to any liability of any kind.




(h) Electricity to the Substitution Space shall be the responsibility of Tenant from
the date Tenant takes actual possession of the Substitution Space in connection with the
Leasehold Improvements, and shall be paid for by Tenant directly to the applicable service
provider. Landlord shall ensure that electrical use in the Substitution Space is separately
metered. Use of freight elevators is subject to scheduling by Landlord and reasonable use
by other tenants, but Landlord shall use commercially reasonable efforts to coordinate and
permit Tenant’s use of such elevators in connection with the Leasehold Improvements, and
such use shall be at no additional cost to Tenant during the performance of the Leasehold
Improvements (provided, however, if Tenant requires the use of the freight elevator outside
of the hours of 7am through 7pm, Monday through Friday and such after hour use requires a
Building engineer to be present, Tenant shall be responsible for the overtime charges for
such engineer). Tenant shall arrange and pay for removal of construction debris and shall
not place debris in the Building’s waste containers. Landlord, at Tenant’s request, will
arrange for removal of debris and other trash, at Tenant’s sole cost.




(i) Tenant shall permit access to the Substitution Space, and the Leasehold
Improvements shall be subject to inspection, by Landlord and Landlord’s architects,
engineers, contractors and other representatives, at all reasonable times during the period
in which the Leasehold Improvements are being constructed and installed and following
completion of the Leasehold Improvements.




(j) Tenant shall proceed with its work expeditiously, continuously and efficiently,
from and after the date of this Lease. Tenant shall notify Landlord upon completion of the
Leasehold Improvements and shall furnish Landlord and Landlord’s title insurance company (if
applicable) with such further documentation as may be reasonably necessary under Article 8
below.




(k) Tenant shall have no authority to deviate from the Plans in performance of the
Leasehold Improvements, except for cosmetic changes and changes authorized by Landlord and
its designated representative in writing. Additionally, Tenant shall furnish Landlord with
copies of all warranties, guarantees and operating manuals related to the Leasehold
Improvements. Tenant shall furnish to Landlord “as-built” drawings of the Leasehold
Improvements consisting of final field-marked drawings of the installed condition of each
component of the Leasehold Improvements completed from the Plans marked up daily in the
field by the various trades. Such final field-marked drawings shall be submitted in a final
package by Tenant’s general contractor to Landlord within ninety (90) days after completion
of the Leasehold Improvements. Landlord may retain up to $25,000.00 from Landlord’s
Contribution (and not disburse same to Tenant) until such final field-marked drawings have
been received by Landlord.




(l) Landlord shall have the right to run utility lines, pipes, conduits, duct work and
component parts of all mechanical and electrical systems where necessary or desirable
through the Substitution Space, to repair, alter, replace or remove the same, and to require
Tenant to install and maintain proper access panels thereto. Such utility lines, pipes,
conduits, duct work and component parts shall be concealed within the walls and ceilings.




(m) Tenant shall impose on and enforce all applicable terms herein against Tenant’s
Architect and Tenant’s Contractors.




(n) The time for performance of all of Tenant’s obligations under this Exhibit B shall
in each instance be extended, without penalty, by the amount of time equal to any delay
caused solely by strikes, riots, acts of nature, shortages of labor or materials, weather,
war, governmental approvals, laws, regulations, or restrictions, or any other cause of any
kind whatsoever that is beyond the reasonable control of Tenant (collectively, a “Force
Majeure Event”); provided Tenant has promptly and timely delivered written notice to
Landlord of such Force Majeure Event.



ARTICLE 7




INSURANCE AND INDEMNIFICATION





(a) In addition to any insurance which may be required under the Lease, Tenant shall
cause Tenant’s Contractors to secure, pay for and maintain during the continuance of
construction and fixturing work within the Building or Substitution Space, insurance in the
following minimum coverages and limits of liability:




(i) Tenant Workmen’s Compensation and Employer’s Liability Insurance with
limits of not less than $500,000.00, or such higher amounts as may be required from
time to time by any employee benefit acts or other statutes applicable where the
work is to be performed, and in any event sufficient to protect Tenant’s Contractors
from liability under the aforementioned acts.




(ii) Comprehensive General Liability Insurance including Broad Form
Contractual, Broad Form Property Damage, Personal Injury, Completed Operations and
Products coverages (such Completed Operations and Products shall be provided for a
period of three (3) years after the date of final acceptance of the Leasehold
Improvements), and deletion of any exclusion pertaining to explosion, collapse and
underground property damage hazards, with limits of not less than $5,000,000.00
combined single limit for bodily injury and property damage.




(iii) Comprehensive Automobile Liability Insurance including Owned, Non-Owned
and Hired Car coverages, with limits of not less than $1,000,000.00 combined single
limit for both bodily injury and property damage.




(iv) “All-risk” builder’s risk insurance upon the entire Leasehold Improvements
to the full insurable value thereof. This insurance shall include the interests of
Landlord and Tenant (and their respective contractors and subcontractors of any tier
to the extent of any insurable interest therein) in the Leasehold Improvements and
shall insure against the perils of fire and extended coverage and shall include
“all-risk” builder’s risk insurance for physical loss or damage including, without
duplication of coverage, theft, vandalism and malicious mischief. If portions of
the Leasehold Improvements are stored off the site of the Building or in transit to
said site and are not covered under said “all-risk” builder’s risk insurance, then
Tenant shall secure and maintain similar property insurance on such portions of the
Leasehold Improvements. Any loss insured under said “all-risk” builder’s risk
insurance is to be adjusted between Landlord and Tenant and made payable to Landlord
as trustee for the insureds, as their interests may appear.




All policies (except the workmen’s compensation policy) shall be endorsed to include as
additional insured parties Landlord and its property manager and lender. The waiver of
subrogation provisions contained in the Lease shall apply to all insurance policies (except the
Tenant Workmen’s Compensation policy) to be obtained by Tenant pursuant to this paragraph. The
insurance policy endorsements shall also provide that all additional insured parties shall be
given thirty (30) days’ prior written notice of any cancellation or non-renewal of coverage
(except that ten (10) days’ notice shall be sufficient in the case of cancellation for
non-payment of premium) and shall provide that the insurance coverage afforded to the additional
insured parties thereunder shall be primary to any insurance carried independently by said
additional insured parties. Additionally, where applicable, each policy shall contain a
cross-liability and severability of interest clause.




(b) Without limitation of the indemnification provisions contained in the Lease but
subject to the terms of Section 13.4 of the Lease, to the fullest extent permitted by law
Tenant agrees to indemnify, protect, defend and hold harmless Landlord and its partners,
directors, officers, employees and agents, from and against all claims, liabilities, losses,
damages and expenses of whatever nature arising out of or in connection with the Leasehold
Improvements or the entry of Tenant or Tenant’s Contractors into the Building and the
Substitution Space, including, without limitation, mechanic’s liens or the cost of any
repairs to the Substitution Space or Building necessitated by activities of Tenant or
Tenant’s Contractors and bodily injury to persons in connection with the construction of the
Leasehold Improvements, except and to the extent that such claims, liabilities, losses,
damages and expenses arise out of the negligent act or omission of Landlord or Landlord’s
contractors or architects.



ARTICLE 8




LANDLORD’S CONTRIBUTION; CONSTRUCTION ESCROW; PERIODIC PAYMENTS





(a) Provided that Tenant is not in default hereunder or under the Lease, Landlord shall
contribute $548,962 (the “Landlord’s Contribution”) as Landlord’s share of the cost of the
Leasehold Improvements and Tenant shall have sole responsibility for the payment of any
excess of the cost of the Leasehold Improvements over the amount of the Landlord’s
Contribution.




As provided in Section VI.A of the First Amendment to Lease, Tenant shall cause the Issuer
(as defined therein) to deliver $1,000,000 (“Tenant’s Deposit”) into a construction escrow
account with Chicago Title and Trust Company (“CT”) (or such other title company selected by
Landlord and reasonably acceptable to Tenant) (“Construction Escrow”), pursuant to the
escrow instructions attached hereto as Schedule A (“Escrow Instructions”). In
addition, within five (5) Business Days after the date Tenant completes Tenant’s Deposit,
Landlord shall deliver the Landlord’s Contribution into the Construction Escrow. The
Landlord’s Contribution and Tenant’s Deposit shall be paid out to Tenant’s Contractors and
Tenant’s Architect on a proportionate, pari passu basis, based upon the value of the work
for which payment is requested to be applied to the cost of the applicable Leasehold
Improvements (subject to a “market” retainage not to exceed 10%). All such payments out of
the Construction Escrow shall be made in accordance with the conditions set forth in this
Exhibit.




CT shall examine the sworn statements and lien waivers provided by Tenant and Tenant’s
Contractors (as required herein) and, if so required by Landlord, insure against mechanic
lien claims for work done through the date of Tenant’s Contractors’ most recent request for
payment, in which case Tenant agrees to comply with the reasonable requirements of the title
company.




At least fifty percent (50%) of the $1,548,962 comprising the Construction Escrow funds must
be applied by Tenant toward the costs for all improvements other than those costs listed on
Exhibit A to the Escrow Instructions (“Required Improvements”). Landlord’s architect shall
verify in writing when and if the 50% threshold described above is met. If less than 50% of
the Construction Escrow funds are applied toward Required Improvements by January 1, 2011,
or if any Event of Default under the Lease, occurs (beyond all applicable notice and cure
periods) prior to such date, then the balance of the Construction Escrow funds shall be
immediately disbursed to and belong to Landlord upon Landlord delivering to CT an affidavit
that affirms the facts set forth immediately above; provided, however, any amounts of such
disbursement that are received by Landlord in excess of $548,962 shall be applied by
Landlord toward compensation for Landlord’s damages sustained as a result of Tenant’s breach
of the Lease or to pay Tenant’s outstanding obligations under the Lease, including without
limitation, Tenant’s obligation to complete the Required Improvements. If 50% or more of
the Construction Escrow funds has been applied toward Required Improvements by the earlier
of (i) January 1, 2011 or (ii) the date that Tenant actually commenced business operations
in the Substitution Space, then Landlord shall promptly thereafter deliver written direction
for CT to disburse such balance within three (3) business days to Tenant and the balance of
the Construction Escrow funds shall be immediately disbursed to and belong to Tenant.




If Tenant is in default hereunder or under the Lease (as amended) at any time that a payment
is scheduled to be disbursed from the Construction Escrow, no payment shall be made from the
Construction Escrow unless and until the default is cured to Landlord’s reasonable
satisfaction.




(i) Periodically, but not more frequently than once per month, Tenant may
submit to Landlord and CT a payment request for costs of the Leasehold Improvements
incurred and not previously paid, which payment request shall be accompanied by the
items required in Article 3 of the Construction Escrow.




(b) Within thirty (30) days after final completion and installation of the Leasehold
Improvements, Tenant shall submit to Landlord a detailed breakdown of the total amount of
the costs of the Leasehold Improvements, together with final waivers of liens, contractors’
affidavits, and architects’ certificates in such form as may be reasonably required by
Landlord, Landlord’s title insurance company and Landlord’s lender, if any, from all parties
performing labor or supplying materials or services in connection with the Leasehold
Improvements, showing that all of said parties have been compensated in full and waiving all
liens in connection with the Substitution Space and Building.



ARTICLE 9




MISCELLANEOUS





(a) Except as set forth herein or in the Lease, Landlord has no agreement with Tenant
and has no obligation to do any work with respect to the Substitution Space.




(b) Time is of the essence hereunder.




(c) Tenant’s failure to pay any amounts owed by Tenant hereunder when due or Tenant’s
failure to perform its obligations hereunder shall also constitute a default under the Lease
(subject to the notice and cure periods provided therein) and Landlord shall have all the
rights and remedies granted to Landlord under the Lease for nonpayment of any amounts owed
thereunder or failure by Tenant to perform its obligations thereunder.




(d) Notices hereunder shall be given in the same manner as under the Lease.




(e) The liability of Landlord hereunder or under any amendment hereto or any instrument
or document executed in connection herewith shall be limited as provided in the Lease.




(f) The headings set forth herein are for convenience only.




(g) This Exhibit and the Lease (as amended) set forth the entire agreement of Tenant
and Landlord regarding the Leasehold Improvements, and may only be amended if in writing,
duly executed by both Landlord and Tenant.




(h) Tenant has designated Gensler Architecture, Design & Planning P.C., as its
architect (“Tenant’s Architect”) for purposes of preparing the architectural portions of the
Plans for the Leasehold Improvements.



This Agreement shall not be deemed applicable to any additional space added to the original
Substitution Space at any time or from time to time, whether by any options under the Lease or
otherwise, or to any portion of the original Substitution Space or any additions thereto in the
event of a renewal or extension of the original term of the Lease, whether by any options under the
Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement
thereto.



EXHIBIT C




FORM OF LETTER OF CREDIT




 

[see attached]




	 	 	 
	BANK OF AMERICA – CONFIDENTIAL
	 	PAGE: 1

	DATE:      , 2009
	 	


	IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER:
	 	 	ISSUING BANK

BANK OF AMERICA, N.A.

1000 W. TEMPLE STREET

7TH FLOOR, CA9 — 705-07-05

LOS ANGELES, CA 90012-1514

	BENEFICIARY

GLL US OFFICE, L.P.

A DELAWARE LIMITED PARTNERSHIP

C/O GLL REAL ESTATE PARTNERS

200 SOUTH ORANGE AVENUE
	 	APPLICANT

DEFERRED AND COMPANY, LLC

C/O DEERFIELD CAPITAL

MANAGEMENT LLC

ONE O’HARE CENTER

	SUITE 1920

ORLANDO, FL 32801
	 	6250 NORTH RIVER ROAD

ROSEMONT, IL 60018

	AMOUNT
	 	








NOT EXCEEDING USD 1,333,400.00


NOT EXCEEDING ONE MILLION THREE HUNDRED THIRTY THREE THOUSAND FOUR HUNDRED AND 00/100’S US DOLLARS



EXPIRATION



MAY 1, 2011 AT OUR COUNTERS



WE HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER        WHICH IS
AVAILABLE WITH BANK OF AMERICA, N.A. BY PAYMENT AGAINST PRESENTATION OF THE ORIGINAL OF THIS LETTER
OF CREDIT AND ALL AMENDMENTS IF ANY AND YOUR DRAFTS AT SIGHT DRAWN ON BANK OF AMERICA, N.A.



PARTIAL DRAWING AND MULTIPLE PRESENTATIONS ARE PERMITTED.



ALL DRAFT(S) DRAWN UNDER THIS LETTER OF CREDIT MUST INDICATE, “DRAWN UNDER BANK OF AMERICA, N.A.
IRREVOCABLE STANDBY LETTER OF CREDIT NO.    DATED      , 2009.”



THIS LETTER OF CREDIT WILL BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR A PERIOD OF ONE (1)
YEAR FROM THE EXPIRATION DATE SET FORTH ABOVE AND UPON EACH ANNIVERSARY OF SUCH DATE, UNLESS WE
SEND YOU NOTICE IN WRITING BY REGISTERED MAIL OR OVERNIGHT COURIER SERVICE AT LEAST THIRTY (30)
DAYS PRIOR TO SUCH EXPIRATION DATE, THAT WE ELECT NOT TO EXTEND THIS CREDIT. IN ANY EVENT, THIS
LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND MARCH 31, 2021.



IT IS A CONDITION Of’ THIS LETTER OF CREDIT THAT THE AMOUNT AVAILABLE FOR DRAWINGS HEREUNDER, WILL
BE AUTOMATICALLY REDUCED ON THE



BANK OF AMERICA – CONFIDENTIAL PAGE: 2



THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER:



REDUCTION DATE TO THE AVAILABLE AMOUNT AS PER THE FOLLOWING SCHEDULE, UNLESS SUCH AMOUNT IS REDUCED
TO A LESSER AMOUNT BY OUR HONORING OF ANY PREVIOUS DRAWINGS:



	 	 	 
	REDUCTION DATE

OCTOBER 1, 2010

	 	AVAILABLE AMOUNT

USD 500,000.00






THIS LETTER OF CREDIT IS TRANSFERRABLE IN FULL AND NOT IN PART. ANY TRANSFER MADE HEREUNDER MUST
CONFORM STRICTLY TO THE TERMS HEREOF AND TO THE CONDITIONS OF RULE 6 OF THE INTERNATIONAL STANDBY
PRACTICES (TSP98) FIXED BY THE INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590.



SHOULD YOU WISH TO EFFECT A TRANSFER UNDER THIS CREDIT, SUCH TRANSFER WILL BE SUBJECT TO THE RETURN
TO US OF THE ORIGINAL CREDIT INSTRUMENT, ACCOMPANIED BY OUR FORM OF TRANSFER, PROPERLY COMPLETED
AND SIGNED BY AN AUTHORIZED SIGNATORY OF YOUR FIRM, BEARING YOUR BANKER’S STAMP AND SIGNATURE
AUTHENTICATION AND PAYMENT OF OUR TRANSFER FEE. SUCH TRANSFER FORM IS AVAILABLE UPON REQUEST.



WE HEREBY ENGAGE WITH THE BENEFICIARY THAT DRAFT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF
THIS LETTER OF CREDIT WILL BE DULY HONORED UPON PRESENTATION, AS SPECIFIED HEREIN.



THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (TSP98), INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NO. 590.



IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS TRANSACTION, PLEASE CALL
1-800-541-6096 OPT 1.



AUTHORIZED SIGNATURE



THIS DOCUMENT CONSISTS OF 2 PAGE(S).



3



SCHEDULE A




ESCROW INSTRUCTIONS




[attached]





4