Second Amendment to Lease (10/29/2003)



  
 Exhibit 10.1.2

  
 SECOND AMENDMENT TO LEASE 
  
 THIS SECOND AMENDMENT TO LEASE (this “Second
Amendment”) is made as of the 29th day of October, 2003, by and between LINCOLN-CARLYLE ILLINOIS CENTER,
L.L.C., a Delaware limited liability company (“Landlord”) and FEDERAL HOME LOAN BANK OF CHICAGO, a corporation organized under the laws of the United States of America (“Tenant”). 
  
 W I T N E S S E
T H: 
  
 A. Landlord and Tenant entered into a
certain Lease dated December 30, 1997 (the “1997 Lease”), whereby Landlord leased to Tenant certain premises containing approximately 81,000 square feet of rentable area of office space (the “Premises”) consisting
of all of the office space on the 7th and 8th floors and a portion of the office space on the 4th floor of the building located at 111 East Wacker Drive, Chicago, Illinois 60601 (the “Building”) for a lease term expiring on July 31, 2011. 
  
 B. By a certain First Amendment (the “First Amendment”) dated as of December 15, 2000, Landlord and Tenant
added certain additional premises consisting of approximately 18,205 square feet of rentable area to the Premises governed by the terms of the 1997 Lease. 
  
 C. Landlord and Tenant now desire to add certain further additional space to the Premises, containing approximately 33,068 rentable square feet (the
“6th Floor Additional Premises”) consisting
of the entire sixth (6th) floor of the Building, to be governed by the terms and provision of the 1997 Lease, as
amended by the First Amendment and the terms and provision herein (the 1997 Lease, as amended by the First Amendment, is sometimes referred to herein as the “Lease”). 
  
 NOW, THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows: 
  
 1. Definitions. Each capitalized term used in this Second Amendment shall have the same meaning as is ascribed to such capitalized term in
the Lease, unless otherwise provided for herein. 
  
 2.
6th Floor Additional Premises. Effective as of January 1, 2004 (the “6th Floor Additional
Premises Commencement Date”), the 6th Floor
Additional Premises shall be added to the Premises and deemed a part thereof for the remainder of the Term. The Tenant’s Proportionate Share with respect to the 6th Floor Additional Premises only shall be 3.337%. The Tenant’s Proportionate Share with respect to the remaining Premises (other than the 6th Floor Additional Premises) shall remain as stated in the Lease. Further, the “Tenant’s stairwell” as used in
paragraph 35 of the Lease shall be deemed to include the Building stairwell between the 6th and 7th Floors of the Building and the 4th and 6th Floors of the Building, as well as the











 
stairwell described in the Lease. Tenant’s right to use such stairwell shall be subject to the conditions in paragraph 35 of the Lease. 
  
 3. Term as to Additional Premises. The Term as to the
6th Floor Additional Premises shall commence on the 6th Floor Additional Premises Commencement Date and shall terminate simultaneously with the expiration of the Term as to the remainder of the Premises.

  
 4. Rent as to Additional Premises.
Notwithstanding the 6th Floor Additional Premises Commencement Date of January 1, 2004, Landlord and Tenant hereby
agree that in order to allow Tenant to renovate the 6th Floor Additional Premises, Tenant shall not be obligated to
pay Base Rent, Operating Cost Share Rent or Tax Share Rent with respect to the 6th Floor Additional Premises until
April 1, 2004 (the “6th Floor Additional Premises Rent Commencement Date”); provided, however, Tenant shall have the right to occupy and use the 6th Floor
Additional Premises as of the 6th Floor Additional Premises Commencement Date, subject to Force Majeure. Base Rent
shall be due for the 6th Floor Additional Premises commencing on the 6th Floor Additional Premises Rent Commencement Date and throughout the remainder of the Term in the following amounts, payable as and when installments of Base
Rent are otherwise due and payable under the Lease: 
  

									
	 Period

	  	Annual Base
Rent

	 	 	Monthly
Base Rent

	 
	 April 1, 2004 through March 31, 2005
	  	$	529,088.04	*	 	$	44,090.67	*
	 April 1, 2005 through March 31, 2006
	  	$	542,315.23	 	 	$	45,192.94	 
	 April 1, 2006 through March 31, 2007
	  	$	555,873.08	 	 	$	46,322.76	 
	 April 1, 2007 through March 31, 2008
	  	$	569,769.89	 	 	$	47,480.82	 
	 April 1, 2008 through March 31, 2009
	  	$	584,014.13	 	 	$	48,667.84	 
	 April 1, 2009 through March 31, 2010
	  	$	598,614.48	 	 	$	49,884.54	 
	 April 1, 2010 through March 31, 2011
	  	$	613,579.84	 	 	$	51,131.65	 
	 April 1, 2011 through July 31, 2011
	  	$	628,919.33	 	 	$	52,409.94	 

  

	*	Subject to partial abatement as provided hereinafter 

  
 This Base Rent for the 6th Floor
Additional Premises shall be payable in addition to all amounts payable under the Lease and if such Base Rent is not paid when and as required, Landlord shall have all rights and remedies provided in the Lease. 
  
 Further, notwithstanding any other provision herein, provided no Default has
occurred under the Lease, Base Rent in the amount of $22,045.33 per month shall abate until April 1, 2005, and until April 1, 2005, the Tenant’s Proportionate Share with respect to the 6th Floor Additional Premises only shall be reduced to 1.669%, rather than 3.337%, for purposes of calculating the Operating Cost Share Rent or Tax Share Rent due
with respect to the 6th Floor Additional Premises. Notwithstanding the foregoing, in the event that due to Force
Majeure or for any other reason other than a delay caused by Tenant or its agents, representatives, 

  

 2 








 
employees, or contractors, the 6th Floor Additional Premises Commencement Date occurs after January 15, 2004, as Tenant’s sole remedy, the 6th Floor Additional Premises Rent Commencement Date shall be postponed for an equal number of days and Tenant shall be entitled to a further credit against Rent due from and after the 6th Floor Additional Premises Commencement Date equal to one-and-one-half day’s Rent times the number of days the 6th Floor Additional Premises Rent Commencement Date is delayed beyond January 15, 2004. Further, if the 6th Floor Additional Premises Commencement Date has not occurred by February 15, 2004, then Tenant shall have the option to terminate Tenant’s obligation to
lease the 6th Floor Additional Premises pursuant to this Second Amendment by written notice to Landlord at any time
after February 15, 2004 and prior to the occurrence of the 6th Floor Additional Premises Rent Commencement Date. If
Tenant does so terminate its obligations under this Second Amendment, such termination shall not affect any of the parties’ obligations under the Lease, but this Second Amendment shall terminate and shall be of no further force or effect.
Landlord agrees to use diligent, commercially reasonable efforts to enforce its rights to obtain the 6th Floor
Additional Premises and to deliver same to Tenant when and as required under the lease applicable thereto. 
  
 5. Expense and Tax Charges as to Additional Premises. In addition to Base Rent for the 6th Floor Additional Premises, Tenant shall also pay Operating Cost Share Rent and Tax Share Rent therefor, defined and calculated as provided in the Lease,
commencing with respect to the 6th Floor Additional Premises on the 6th Floor Additional Premises Rent Commencement Date. Operating Cost Share Rent and Tax Share Rent shall continue to be due and payable for the Premises in
addition to the 6th Floor Additional Premises, and shall be billed as provided in the Lease. Tenant’s failure
to pay such 6th Floor Additional Rent when and as required under the Lease shall constitute a default thereunder.

  
 6. Termination Option. The last sentence of
Section 31 of the Lease is hereby deleted in its entirety and replaced by the following: 
  
 “The Termination Fee shall be equal to $8,451,272.” 
  
 7. Tenant Allowance. Landlord shall provide an allowance for improvement of the 6th Floor Additional Premises and Tenant’s stairwell in the amount of $1,818,740.00 (“Landlord’s Contribution”) and an allowance for
the preparation of Tenant’s plans and specifications in the amount of $3,968.16 (the “Plan Contribution”), in accordance with the Work Letter attached hereto as Exhibit B. The Landlord’s Contribution and the Plan
Contribution shall be used only for costs associated with the 6th Floor Additional Premises. 
  
 8. Real Estate Brokers. Landlord agrees to pay any commissions
due to Lincoln Property Company Commercial, Inc. and Julian J. Studley, Inc. (collectively, the “Broker”) arising out of this transaction. Each party hereby agrees to indemnify and hold the other party and their respective agents
and employees harmless from and against any and all damages, liabilities, claims, actions, costs and expenses (including attorneys’ fees) arising from either (i) any claims or demands resulting from the actions of the indemnifying party, of any
broker, other than the Broker, salesperson or finder for any fee or commission alleged to be due such broker, salesperson or finder in connection with this Amendment or (ii) a claim of, or right to, 

  

 3 








 
any lien under the Statutes of the State of Illinois relating to real estate broker liens with respect to any such broker, salesperson or finder resulting
from the actions of the indemnifying party (excluding the Broker). 
  
 9. Submission. Submission of this Second Amendment by Landlord or Landlord’s agent, or their respective agents or representatives, to Tenant for examination and/or execution shall not in any manner bind Landlord
and no obligations on Landlord shall arise under this Second Amendment unless and until this Second Amendment is fully signed and delivered by Landlord and Tenant. 
  
 10. Binding Effect; Conflict. The Lease, as amended hereby, shall continue in full force and effect,
subject to the terms and provisions thereof and hereof. In the event of any conflict between the terms of the Lease and the terms of this Second Amendment, the terms of this Second Amendment shall control. This Second Amendment shall be binding upon
and inure to the benefit of Landlord, Tenant and their respective successors and permitted assigns. Except as specifically provided herein to the contrary, all references and provisions in the Lease referring to the Premises shall be deemed to
include and refer to the 6th Floor Additional Premises, as modified herein. 
  
 11. Limitation of Liability. Neither Landlord nor any
officer, director, member or employee or Landlord nor any owner of the Building, whether disclosed or undisclosed, shall have any personal liability with respect to any of the provisions of the Lease, as hereby amended of the Premises, and if
Landlord is in breach or default with respect to Landlord’s obligations under the Lease, as hereby amended, or otherwise, Tenant shall look solely to the equity interest of Landlord in the Building for the satisfaction of Tenant’s remedies
or judgments. 
  
 12. Limited Applicability.
The terms of this Second Amendment set forth in paragraphs 2, 3, 4, 5, and 7 shall not affect the terms and provisions of the Lease with respect to the remaining Premises, but except for the amount of Rent payments and other terms specifically
modified herein, all terms and provisions of the Lease shall apply to the 6th Floor Additional Premises. 

 
 13. Counterparts; Facsimile. This Second Amendment
may be executed in multiple counterparts and by facsimile transmission. 
  

 4 









			
	LANDLORD:
	
	LINCOLN-CARLYLE ILLINOIS CENTER, L.L.C., a Delaware limited liability company
		
	By:	 	Lincoln Illinois Center, LLC, a Delaware liability company, Managing Member
		
	By:	 	Lincoln Investors Group 31, Inc., a Texas corporation Managing Member
		
	By:	 	/s/    JOHN B. GRISSIM        
	 Name:
	 	John B. Grissim
	 Its:
	 	Vice President
	
	TENANT:
	
	FEDERAL HOME LOAN BANK OF CHICAGO, a corporation organized under the laws of the United States of America
		
	By:	 	/s/    THOMAS D. SHEEHAN        
	 Its:
	 	Senior Vice President


  

 5 








  
 EXHIBIT A

  
 6TH FLOOR ADDITIONAL PREMISES 
  

 A-1 








  
 

 









  
 EXHIBIT B

  
 TENANT IMPROVEMENT WORKLETTER 

 
 This Work Letter Agreement (“Work Letter Agreement” ) is
executed simultaneously with that certain Second Amendment to Lease (the “Lease” ) between FEDERAL HOME LOAN BANK OF CHICAGO, a corporation organized under the laws of the United States of America “Tenant”,
and LINCOLN-CARLYLE ILLINOIS CENTER, L.L.C., a Delaware limited liability company, as “Landlord”, relating to the 6th Floor Additional Premises (as defined therein) at the building located at 111 East Wacker Drive, Chicago, Illinois (the “Building”), which 6th Floor Additional Premises are more fully identified in the Lease. Capitalized terms used herein, unless otherwise defined in this Work Letter Agreement, shall
have the respective meanings ascribed to them in the Lease. 
  
 For and in consideration of the agreement to lease the Premises and the mutual covenants contained herein and in the Lease, Landlord and Tenant hereby agree as follows: 
  
 1. WORK. Tenant, at its sole cost and expense, shall perform, or cause to be performed, the work and all other
tenant improvements (collectively, the “Work”) in the 6th Floor Additional Premises provided for in
the Approved Plans and Budget (as defined in Paragraph 2 hereof). Subject to Tenant’s satisfaction of the conditions specified in this Work Letter, Tenant shall be entitled to Landlord’s Contribution (as defined hereinbelow). 

 
 2. PRE-CONSTRUCTION ACTIVITIES. 
  
 (a) Prior to commencement of demolition and the Work, Tenant
shall submit the Plans (as hereinafter defined) for the Work, which Plans and the Budget (as hereinafter defined) shall be subject to Landlord’s approval in accordance with Paragraph 3(b) below. Prior to commencement of the Work, Tenant shall
also submit the following information and items to Landlord for Landlord’s review and approval, which approval shall not be unreasonably withheld or delayed; 
  
 (i) A detailed construction schedule containing the major components of the Work and the time required for
each, including the scheduled commencement date of construction of the Work, milestone dates and the estimated date of completion of construction. 
  
 (ii) A budget (“Budget”) and an itemized statement of estimated design, planning, construction and other costs (as such
figure may be revised to reflect actual costs, the “Costs”), including, without limitation, demolition construction, cabling, and all soft costs and all fees for permits and architectural and engineering fees. 
  
 (iii) The names and addresses of Tenant’s contractors
(and said contractor’s subcontractors) and materialmen to be engaged by Tenant for the 

  

 B-1 








 
Work (individually, a “Tenant Contractor,” and collectively, “Tenant’s Contractors”). Landlord has the right to
approve or disapprove all or anyone or more of Tenant’s Contractors, which approval shall not be unreasonably withheld or delayed. Landlord may, at its election, provide a list of approved contractors for performance of those portions of work
involving electrical, mechanical, plumbing, heating, air conditioning or life safety systems, from which Tenant may, but shall not be obligated to, select its contractors for such designated portions of Work. 
  
 (iv) Certified copies of insurance policies or certificates
of insurance as hereinafter described. Tenant shall not permit Tenant’s Contractors to commence work until the required insurance has been obtained and certified copies of policies or certificates have been delivered to Landlord. 
  
 Tenant will update such information and items by notice to Landlord of any
changes. 
  
 (b) As used herein the term
“Approved Plans” shall mean the Plans (as hereinafter defined), as and when approved in writing by Landlord pursuant to this paragraph. As used herein, the term “Plans” shall mean the full and detailed architectural
and engineering plans and specifications covering the Work (including, without limitation, all items for which the Landlord’s Contribution is to be used and all architectural, mechanical and electrical, working drawings for the Work). The Plans
shall be subject to Landlord’s approval and the approval of all local governmental authorities requiring approval of the Work and/or the Approved Plans. Landlord shall give its approval or disapproval (giving detailed reasons in case of
disapproval) of the Plans within five (5) business days after their delivery to Landlord. 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 approval of the Plans because, in Landlord’s reasonable opinion: the Work as shown in the Plans is likely to adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants; the
Work as shown on the Plans might impair Landlord’s ability to furnish services to Tenant or other tenants; the Work would increase the cost of operating the Building; the Work would violate any governmental laws, rules or ordinances (or
interpretations thereof); the Work contains or uses hazardous or toxic materials or substances; the Work would adversely affect the appearance of the Building; the Work might adversely affect another tenant’s premises; the Work does not conform
to the then current building standards established by Landlord; or the Work is prohibited by any mortgage or trust deed encumbering the Building. The foregoing reasons, however, shall not exclusive of the reasons for which Landlord may withhold
consent, whether or not such other reasons are similar or dissimilar to the foregoing. If Landlord notifies Tenant that changes are required to the final Plans submitted by Tenant, Tenant shall prior to commencement of any Work, submit to Landlord,
for its approval, the Plans amended in accordance with the changes so required. Landlord shall respond to Tenant’s submission of such amended Plans within five (5) business days of receipt, it being agreed that Landlord’s approval thereto
shall be limited to those items to which Landlord had objected pursuant to the prior submission of the Plans. Such procedure for review 

  

 B-2 








 
with respect to any further objections to the Plans by Landlord shall continue until the Plans are finally approved by Landlord. The Plans shall also be
revised, and the Work shall be changed, all at Tenant’s cost and expense (but payable from Landlord’s Contribution), to incorporate any work required in the Premises by any local governmental field inspector. Landlord’s approval of
the Plans shall in no way be deemed to be (i) an acceptance or approval of any element therein contained which is in violation of any applicable laws, ordinances, regulations or other governmental requirements, or (ii) an assurance that work done
pursuant to the Approved Plans will comply with all applicable laws (or with the interpretations thereof) or satisfy Tenant’s objectives and needs. 
  
 (c) No demolition or Work shall be undertaken or commenced by Tenant in the 6th Floor Additional Premises without Landlord’s prior written consent until (i) Tenant has delivered, and Landlord has approved, all items set forth in
Paragraph 2(a) above and (ii) all necessary building permits have been applied for and obtained by Tenant. 
  
 3. DELAYS. In the event Tenant fails to deliver or deliver in sufficient and accurate detail the information required under Paragraph 2
above or in the event Tenant, for any reason, fails to complete the Work on or before the 6th Floor Additional
Premises Rent Commencement Date, Tenant shall be responsible for Rent and all other obligations set forth in the Lease from the 6th Floor Additional Premises Rent Commencement Date regardless of the degree of completion of the Work on such date, and no such delay in completion of the Work shall relieve Tenant of any of its obligations under the Second Amendment
to the Lease. 
  
 4. CHARGES AND FEES. Tenant
shall pay Landlord a supervisory fee in an amount equal to one and one-half percent (1.5%) of Landlord’s Contribution (as hereinafter defined) (not to exceed $19,840.80) to defray Landlord’s expenses incurred to review the Plans and
coordinate with Tenant’s on-site project manager the staging and progress of the Work. 
  
 5. CHANGE ORDERS. All changes to the Approved Plans requested by Tenant must be approved by Landlord in advance of the implementation of such changes as part of the Work which approval shall not be
unreasonably withheld or delayed. 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 6th Floor Additional Premises Commencement Date or the payment of Rent and other obligations therein set forth;
provided, however, that delays in approval or disapproval by Landlord in excess of the time periods permitted in Section 2(b) hereof, will result in a postponement of the 6th Floor Additional Premises Rent Commencement Date for a period of time equal to the number of days of such delay. All increases in cost of the Work resulting
from such change orders shall (subject to Paragraph 8 below) be borne by Tenant. 
  

 B-3 








 6. STANDARDS OF DESIGN AND CONSTRUCTION AND CONDITIONS OF TENANT’S PERFORMANCE.
All work done in or upon the 6th Floor Additional Premises by Tenant shall be done according to the standards set
forth in this Paragraph 6, except as the same may be modified in the Approved Plans approved by or on behalf of Landlord and Tenant: 
  
 (a) Tenant’s Approved Plans and all design and construction of the Work shall comply with all applicable statutes, ordinances,
regulations, laws, codes and industry standards, including, but not limited to, reasonable requirements of Landlord’s fire insurance underwriters. 
  
 (b) Tenant shall, at its own cost and expense (but payable from Landlord’s Contribution), obtain all required building permits and
occupancy permits. Tenant’s failure to obtain such permits shall not cause a delay in the commencement of the Term or the obligation to pay Rent or any other obligations set forth in the Lease. 
  
 (c) Tenant’s Contractors shall be licensed contractors,
possessing good labor relations, capable of performing quality workmanship and working in harmony with Landlord’s contractors and subcontractors and with other contractors and subcontractors in the Building. 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. 
  
 (d) Tenant shall use only new, first-class materials in the Work, except where explicitly shown in the Approved Plans. All Work shall be
done in a good and workmanlike manner. Tenant shall obtain contractors’ warranties of at least one (1) year duration from the completion of the Work against defects in workmanship and materials on all work performed and equipment installed in
the 6th Floor Additional Premises as part of the Work. 
  
 (e) Tenant and Tenant’s Contractors shall make all
commercially reasonable efforts and take all commercially reasonable steps appropriate to assure that all construction activities undertaken comport with the reasonable expectations of all tenants and other occupants of a full-occupied (or
substantially fully occupied) first-class office building and do not unreasonably interfere with the operation of the Building or with other tenants and occupants of the Building. In any event, Tenant shall comply with all reasonable rules and
regulations existing from time to time at the Building. Tenant and Tenant’s Contractors shall take all precautionary steps to minimize dust, noise and construction traffic, and to protect their facilities and the facilities of others affected
by the Work and to properly police same. Construction equipment and materials are to be kept within the 6th Floor
Additional Premises and delivery and loading of equipment and materials shall be done at such locations and at such time as Landlord reasonably shall direct so as not to burden the construction or operation of the Building. 
  
 (f) Landlord shall have the right, after not less than five
(5) days notice to Tenant, 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. No
such action by Landlord shall delay the commencement of the Lease or the obligation to pay Rent or any other obligations therein set forth. 
  

 B-4 








 (g) Utility costs or charges for any service (including HVAC, hoisting or freight
elevator and the like) to the 6th Floor Additional Premises shall be the responsibility of Tenant and shall be paid
for by Tenant at Landlord’s standard rates then in effect as provided below. Tenant shall pay for all support services provided by Landlord’s contractors at Tenant’s request or at Landlord’s discretion resulting from breaches or
defaults by Tenant under this Work Letter Agreement. For purposes of the Work, Tenant shall have the nonexclusive right to use the Building’s freight elevators subject to the availability and scheduling as may be reasonably established by
Landlord. Such freight elevator use by Tenant during normal business hours shall be free of charge; provided, however, to the extent Tenant utilizes such freight elevators prior to 8:00 a.m. and after 5:00 p.m. on Monday through Friday and anytime
on Saturday, Sunday and holidays, such use shall be at the standard Building charge for after-hours freight elevator service; provided, further, if any other tenant of the Building is also using said freight elevators with Tenant after such time
periods, then any charge to Tenant shall be apportioned between or among all parties utilizing such freight elevators. Tenant shall arrange and pay for removal of construction debris and shall not place debris in the Building’s waste
containers. Subject to space availability and Tenant’s compliance with Landlord’s reasonable rules and regulations, Landlord shall permit Tenant’s Contractors to place waste containers at the Building loading dock for after-hours
removal of waste and debris. If required by Landlord, Tenant shall sort and separate its waste and debris for recycling and/or environmental law compliance purposes. 
  
 (h) Tenant shall permit access to the 6th Floor Additional Premises, and the Work shall be subject to inspection, by Landlord and Landlord’s architects, engineers, contractors and other
representatives at an times during the period in which the Work is being constructed and installed following completion of the Work. 
  
 (i) Tenant shall proceed with its work expeditiously, continuously and efficiently, and shall use all commercially reasonable efforts to
complete the same on or before the 6th Additional Premises Rent Commencement Date. Tenant shall notify Landlord upon
completion of the Work and shall furnish Landlord and Landlord’s title insurance company with such further documentation as may be necessary under the requirements herein. 
  
 (j) Tenant shall have no authority to deviate from the Approved Plans in performance of the Work, except as
approved by Landlord and its designated representative in writing, which approval shall not be unreasonably withheld or delayed. Tenant shall furnish to Landlord “as-built” drawings of the Work within thirty (30) days after completion of
the Work. 
  
 (k) 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 6th Floor Additional Premises, to repair, alter, replace or remove the same, and to require Tenant to install and maintain proper access panels thereto. 
  

 B-5 








 (l) Tenant shall impose on and enforce all applicable terms of this Work Letter Agreement
against Tenant’s architect and Tenant’s Contractors. 
  
 (m) Tenant and Landlord each acknowledges and agrees that the Work will include any work, both within and outside the 6th Floor Additional Premises, that may be necessary in order for Tenant to use and occupy the 6th Floor Additional Premises 
  
 7. INSURANCE AND INDEMNIFICATION. 
  
 (a) In addition to any insurance which may be required under the Lease, Tenant shall secure, pay for and maintain or cause Tenant’ s
Contractors to secure, pay for and maintain during the continuance of construction and fixturing work within the Building or 6th Floor Additional Premises, insurance in the following minimum coverages and the following minimum limits of liability: 
  
 (i) Worker’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) Commercial General Liability Insurance (including
Contractors’ Protective Liability) in an amount not less than $1,000,000.00 per occurrence, whether involving bodily injury liability (or death resulting therefrom) or property damage liability or a combination thereof with a minimum aggregate
limit of $2,000,000.00, and with umbrella coverage with limits not less than $3,000,000.00. Such insurance shall provide for explosion and collapse, completed operations coverage and broad form blanket contractual liability coverage and shall insure
Tenant’s Contractors against any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others and arising from its operations under the contracts whether such operations are performed by
Tenant’s Contractors or by anyone directly or indirectly employed by any of them. 
  
 (iii) Comprehensive Automobile Liability Insurance, including the ownership, maintenance and operation of any automotive equipment, owned,
hired, or non-owned in an amount not less than $500,000.00 for each person in one accident, and $1,000,000.00 for injuries sustained by two or more persons in any one accident and property damage liability in an amount not less than $1,000,000.00
for each, accident. Such insurance shall insure Tenant’s Contractors against any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others arising from its operations under the contracts,
whether such operations are performed by Tenant’s Contractors, or by anyone directly or indirectly employed by any of them. 
  

 B-6 








 (iv) “All-risk” builder’s risk insurance upon the entire Work 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 Work 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 Work are
stored off the site of the Building or in transit to said site are not covered under said “all-risk” builder’s risk insurance, then Tenant shall effect and maintain similar property insurance on such portions of the Work. 

 
 All policies (except the worker’s compensation policy) shall be
endorsed to include Landlord and Lincoln Property Company as additional insureds as their interests may appear. The waiver of subrogation provisions contained in the Lease shall apply to all insurance policies (except the 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 reduction, 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, to the fullest extent permitted by law Tenant agrees to indemnify, protect, defend and hold harmless Landlord, the parties listed, or required by, the Lease to be named as additional insureds, Landlord’s contractors,
Landlord’s architects, and their respective beneficiaries, 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
Work or the entry of Tenant or Tenant’s Contractors into the Building and the 6th Floor Additional Premises,
including, without limitation, mechanic’s liens, the cost of any repairs to the 6th Floor Additional Premises
or Building necessitated by activities of Tenant or Tenant’s Contractors, bodily injury to persons (including, to the maximum extent, provided by law, claims arising under the Illinois Structural Work Act) or damage to the property of Tenant,
its employees, agents, invitees, licensees or others. It is understood and agreed that the foregoing indemnity shall be in addition to the insurance requirements set forth above and shall not be in discharge of or in substitution for same or any
other indemnity or insurance provision of the Lease. 
  
 8.
LANDLORD’S CONTRIBUTION: EXCESS AMOUNTS. 
  
 (a) Upon Tenant’s satisfaction of the requirements set forth in this Work Letter Agreement, Landlord shall make dollar contributions in the total amount of (i) $1,818,740.00 (“Landlord’s
Contribution” ) (which is $55.00 per square foot of rentable area of the 6th Floor Additional Premises) for
application to the extent thereof to the Costs of the Work and (ii) $3,968. 16 solely for application to the cost incurred by 

  

 B-7 








 
Tenant for the preparation and revision of the Plans (collectively, the “Plan Contribution”). The Plan Contribution shall be in addition to
the Landlord’s Contribution, however, for all other purposes hereunder the Plan Contribution shall be deemed part of the Landlord Contribution and shall be disbursed as part of the Landlord Contribution. Landlord shall, have no obligation to
fund any portion of Landlord’s Contribution prior to Landlord’s review and approval of the items referenced in Paragraph 2(a) hereof. If the Costs exceed Landlord’s Contribution, Tenant shall have sole responsibility for the payment
of such excess cost. If the Costs of the Work are less than Landlord’s Contribution, Landlord shall make such excess amounts available to reimburse Tenant for additional improvements to the Premises, subject to Landlord’s review and
approval of all items listed in Paragraph 2 of this Work Letter with respect to such additional improvements, which approval shall not be unreasonably withheld delayed. If the Costs of the Work are less than Landlord’s Contribution and Tenant
does not utilize the fun amount of such excess for additional improvements pursuant to the preceding sentence, provided that Tenant is not in default under the Lease, as amended, such excess, shall be credited against Base Rent first coming due with
respect to the 6th Floor Additional Premises or, at Tenant’s option and subject to the procedures herein, be
used for portions of the Premises other than the 6th Floor Additional Premises. Notwithstanding anything herein to
the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord or its architects or engineers under this Work Letter Agreement before disbursing any other portion of Landlord’s Contribution. 
  
 (b) Subject to the conditions herein, Landlord shall make
progress payments of Landlord’s Contribution amounts to Tenant or Tenant’s project manager on a monthly basis, for the Work performed during the previous month, less a retainage of 10% of each progress payment (the
“Retainage”). Landlord shall not be required to fund amounts for any item in excess of the amount shown on the Budget previously approved by Landlord. Provided that Tenant delivers requisitions to Landlord on or prior to the first
(1st) day of any month, such progress payments shall be made within thirty (30) days next following the delivery to
Landlord of requisitions therefor, signed by a financial officer of Tenant or by Tenant’s project manager, which requisitions shall set forth the names of each contractor and subcontractor to whom payment is due, and the amount thereof, and
shall be accompanied by (i) an owner’s sworn statement, and after the first requisition, copies of partial waivers of lien from all contractors, subcontractors and material suppliers shown on such sworn statement and covering all work and
materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance
with the Approved Plans, (iii) copies of all applicable invoices, and (iv) such other documents and information as Landlord may reasonably request. All requisitions which are true, correct and complete in Landlord’s reasonable judgment and
which are made prior to the first (1st) day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. All requisitions shall be submitted on AIA Form G702 and G703. Landlord shall
disburse the Retainage upon submission by Tenant to Landlord of a requisition therefor, accompanied by all documentation required under this Paragraph 8(b), together with (A) proof of the satisfactory completion of all required 

  

 B-8 








 
inspections and issuance of any required approvals, permits and sign-offs for the Work by all governmental authorities having jurisdiction thereover, (B)
final “as-built” plans and specifications for the Work; and (C) the issuance of original final lien waivers by all contractors, subcontractors and material suppliers. Further, and notwithstanding anything to the contrary hereinabove, no
portion of the Landlord’s Contribution shall be due and payable and Landlord shall have no obligation to pay, any portion thereof notwithstanding Tenant’s submission of requisitions in accordance with this Paragraph 8(b) so long as any
mechanic’s lien exists (regardless of whether same has been bonded over or otherwise secured) against the Building. Further, if at any time prior to or during construction, Landlord reasonably determines that the actual remaining costs of the
Work will exceed the unfunded amount of the Landlord’s Contribution (plus any cash previously deposited into escrow by Tenant), then Landlord’s obligation to fund any requisition shall at Landlord’s sole option be subject to
Tenant’s direct out-of-pocket payment of amounts sufficient to eliminate such excess. 
  
 9. MISCELLANEOUS. 
  
 (a) If the Plans for the Work require the construction and installation of more fire hose cabinets or telephonic/electrical closets than the number regularly provided by Landlord in the core of the Building in which
the 6th Floor Additional Premises are located, Tenant agrees to pay all costs and expenses arising from the
construction and installation of such additional fire hose cabinets or telephone/electrical closets. 
  
 (b) Time is of the essence of this Work Letter Agreement. 
  
 (c) Any person signing this Work Letter Agreement on behalf of Landlord and Tenant warrants and represents
he has authority to sign and deliver this Work Letter Agreement and bind the party on behalf of which he has signed. 
  
 (d) If Tenant fails to make any payment relating to the Work as required hereunder, Landlord, at its option, may complete the Work
pursuant to the Approved Plans and continue to hold Tenant liable for the costs thereof and all other costs due to Landlord. 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 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. 
  
 (e) Notices under
this Work Letter Agreement shall be given in the same manner as under the Lease. 
  
 (f) The headings set forth herein are for convenience only. 
  
 (g) This Work Letter Agreement sets forth the entire agreement of Tenant and Landlord regarding the Work.
This Work Letter may only be amended if in writing, duly 

  

 B-9 








 
executed by both Landlord and Tenant. This Work Letter is incorporated into the Second Amendment to Lease by reference and made a part hereof. 
  
 (h) All amounts due from Tenant hereunder shall be deemed to
be additional Rent due under the Lease. 
  
 10. LIMITATION
OF LIABILITY. Any liability of Landlord under this Work Letter Agreement shall be limited solely to its equity interest in the Building, and in no event shall any personal liability be asserted against Landlord in connection with the Work
Letter Agreement nor shall any recourse be had to any other property or assets of Landlord. 
  

									
	LANDLORD:	 	 	 	TENANT:
			
	 LANDLORD-CARLYLE ILLINOIS
 CENTER.
L.L.C., a Delaware limited
 liability company
	 	 	 	 FEDERAL HOME LOAN BANK OF
 CHICAGO, a corporation organized
 under the laws of the United States of America

					
	By:	 	 Lincoln Illinois Center, LLC, a
 Delaware
liability company,
 Managing Member
	 	 	 	 	 	 
					
	By:	 	 Lincoln Investors Group 31,
 Inc., a
Texas corporation,
 Managing Member
	 	 	 	 	 	 
					
	By:	 	/s/    JOHN B. GRISSIM        	 	 	 	By:	 	/s/    THOMAS D. SHEEHAN        
	 Name:
	 	John B. Grissim	 	 	 	 Its:
	 	Thomas D. Sheehan
	 Its:
	 	Vice President	 	 	 	 	 	Senior Vice President

  

 B-10