EX-10.63






EXHIBIT 10.63




61 EAST VAN BUREN STREET




RETAIL LEASE




BY AND BETWEEN




BUCKINGHAM MASTER TENANT, LLC, an Illinois

limited liability company




(“LANDLORD”),




AND




MIDWEST BANK AND TRUST CO., an Illinois banking corporation




(“TENANT”)




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	1.

	 	DEMISE AND TERM; BUILDING
	 	 	3	 
	2.

	 	RENT
	 	 	4	 
	3.

	 	USE AND OPERATION
	 	 	8	 
	4.

	 	CONSTRUCTION OF BASE BUILDING;
POSSESSION; “AS-IS” CONDITION OF PREMISES

	 	 	9	 
	5.

	 	BUILDING SERVICES
	 	 	10	 
	6.

	 	RULES AND REGULATIONS
	 	 	11	 
	7.

	 	CERTAIN RIGHTS RESERVED TO LANDLORD
	 	 	12	 
	8.

	 	MAINTENANCE AND REPAIRS
	 	 	12	 
	9.

	 	ALTERATIONS
	 	 	13	 
	10.

	 	INTENTIONALLY OMITTED
	 	 	14	 
	11.

	 	INSURANCE
	 	 	14	 
	12.

	 	WAIVER AND INDEMNITY
	 	 	15	 
	13.

	 	FIRE AND CASUALTY
	 	 	16	 
	14.

	 	CONDEMNATION
	 	 	17	 
	15.

	 	ASSIGNMENT AND SUBLETTING
	 	 	17	 
	16.

	 	SURRENDER
	 	 	18	 
	17.

	 	DEFAULTS AND REMEDIES
	 	 	18	 
	18.

	 	HOLDING OVER
	 	 	20	 
	19.

	 	SECURITY DEPOSIT
	 	 	20	 
	20.

	 	SECURITY INTEREST
	 	 	21	 
	21.

	 	ESTOPPEL CERTIFICATE
	 	 	21	 
	22.

	 	SUBORDINATION
	 	 	22	 
	23.

	 	QUIET ENJOYMENT
	 	 	22	 
	24.

	 	BROKER
	 	 	22	 
	25.

	 	NOTICES
	 	 	22	 
	26.

	 	BASE BUILDING; TENANT IMPROVEMENTS
	 	 	23	 
	27.

	 	MISCELLANEOUS
	 	 	25	 






i









 






61 EAST VAN BUREN

RETAIL LEASE




     THIS
RETAIL LEASE (“Lease”) is made this
                    
day of ___________________, 2008, (the
“Execution Date”) between BUCKINGHAM MASTER TENANT, LLC, an Illinois limited liability company
(“Landlord”), and MIDWEST BANK AND TRUST CO., an Illinois banking corporation (“Tenant”), for space
in the building located at the property legally described on Exhibit A attached hereto and
commonly known as 61 East Van Buren Street, Chicago, Illinois (such building, together with the
land upon which it is situated, being herein referred to as the “Building”). The following
schedule (the “Schedule”) sets forth certain basic terms of this Lease:



	 	 	 	 	 
	1.

	 	Premises:
	 	The ground floor retail space
located on Van Buren Street and shown on Exhibit A-1
attached hereto and designated as Space R-1 on the attached retail floor plan.
	 
	 	 	 	 
	2.

	 	Rentable Square Feet
of the Premises:
	 	4,665 Rentable Square Feet
	 
	 	 	 	 
	3.

	 	Rentable Square Feet
of the Building:
	 	134,413 Rentable Square Feet
	 
	 	 	 	 
	4.

	 	Annual Minimum Rent:
	 	Year 1: $209,925.00
	 

	 	 	 	Year 2: $214,123.50
	 

	 	 	 	Year 3: $218,405.97
	 

	 	 	 	Year 4: $222,774.08
	 

	 	 	 	Year 5: $227,229.56
	 

	 	 	 	Year 6: $231,774.15
	 

	 	 	 	Year 7: $236,409.63
	 

	 	 	 	Year 8: $241,137.82
	 

	 	 	 	Year 9: $245,960.57
	 

	 	 	 	Year 10: $250,879.78
	 
	 	 	 	 
	 

	 	 	 	First Option Term:
	 
	 	 	 	 
	 

	 	 	 	Year 1: $258,406.17
	 

	 	 	 	Year 2: $266,158.35
	 

	 	 	 	Year 3: $274,143.10
	 

	 	 	 	Year 4: $282,367.39
	 

	 	 	 	Year 5: $290,838.41
	 
	 	 	 	 
	 

	 	 	 	Second Option Term:
	 
	 	 	 	 
	 

	 	 	 	Year 1: $299,563.56
	 

	 	 	 	Year 2: $308,550.46
	 

	 	 	 	Year 3: $317,806.97






 









 






	 	 	 	 	 
	 

	 	 	 	Year 4: $327,341.17
	 

	 	 	 	Year 5: $337,161.40
	 
	 	 	 	 
	5.

	 	Monthly Minimum Rent:
	 	Year 1: $17,493.75
	 

	 	 	 	Year 2: $17,843.63
	 

	 	 	 	Year 3: $18,200.50
	 

	 	 	 	Year 4: $18,564.51
	 

	 	 	 	Year 5: $18,935.80
	 

	 	 	 	Year 6: $19,314.51
	 

	 	 	 	Year 7: $19,700.80
	 

	 	 	 	Year 8: $20,094.82
	 

	 	 	 	Year 9: $20,496.71
	 

	 	 	 	Year 10: $21,906.65
	 
	 	 	 	 
	 

	 	 	 	First Option Term:
	 
	 	 	 	 
	 

	 	 	 	Year 1: $21,533.85
	 

	 	 	 	Year 2: $22,179.86
	 

	 	 	 	Year 3: $22,845.26
	 

	 	 	 	Year 4: $23,530.62
	 

	 	 	 	Year 5: $24,236.53
	 
	 	 	 	 
	 

	 	 	 	Second Option Term:
	 
	 	 	 	 
	 

	 	 	 	Year 1: $24,963.63
	 

	 	 	 	Year 2: $25,712.54
	 

	 	 	 	Year 3: $26,483.91
	 

	 	 	 	Year 4: $27,278.43
	 

	 	 	 	Year 5: $28,096.78
	 
	 	 	 	 
	6.

	 	Tenant’s Exterior CAM Expenses:
	 	Year 1: $3.25 per rentable square foot
	 

	 	
	 	Year 2: $3.35 per rentable square foot
	 

	 	 	 	Year 3: $3.45 per rentable square foot
	 

	 	 	 	Year 4:  $3.55 per rentable square foot
	 

	 	 	 	Year 5: $3.66 per rentable square foot
	 

	 	 	 	Year 6: $3.77 per rentable square foot
	 

	 	 	 	Year 7: $3.88 per rentable square foot
	 

	 	 	 	Year 8: $4.00 per rentable square foot
	 

	 	 	 	Year 9: $4.12 per rentable square foot
	 

	 	 	 	Year 10: $4.24 per rentable square foot






2









 






	 	 	 	 	 
	 

	 	 	 	First Option Term:
	 
	 	 	 	 
	 

	 	 	 	Year 1: $4.37 per rentable square foot
	 

	 	 	 	Year 2: $4.50 per rentable square foot
	 

	 	 	 	Year 3: $4.64 per rentable square foot
	 

	 	 	 	Year 4: $4.78 per rentable square foot
	 

	 	 	 	Year 5: $4.92 per rentable square foot
	 
	 	 	 	 
	 

	 	 	 	Second Option Term:
	 
	 	 	 	 
	 

	 	 	 	Year 1: $5.07 per rentable square foot
	 

	 	 	 	Year 2: $5.22 per rentable square foot
	 

	 	 	 	Year 3: $5.38 per rentable square foot
	 

	 	 	 	Year 4: $5.54 per rentable square foot
	 

	 	 	 	Year 5: $5.71 per rentable square foot
	 
	 	 	 	 
	7.

	 	Tenant’s
Proportionate Share
of Taxes:
	 	3.5%
	 
	 	 	 	 
	8.

	 	Name of Business:
	 	Midwest Bank and Trust Co., an
Illinois banking corporation
	 
	 	 	 	 
	9.

	 	Use of Premises:
	 	The establishment and operation of a
retail banking facility, and for all
other purposes incidental to the
operation of a retail banking
facility, and for no other purpose.
	 
	 	 	 	 
	10.

	 	Radius:
	 	One (1) mile.
	 
	 	 	 	 
	11.

	 	Security Deposit:
	 	Thirty Four Thousand Nine Hundred
Eight Seven and 50/100 Dollars
($34,987.50).
	 
	 	 	 	 
	12.

	 	Brokers:
	 	Adam Secher and Allen Joffe of Baum
Realty Group, LLC and John Conerty of
Studley Inc.
	 
	 	 	 	 
	13.

	 	Commencement Date:
	 	January 1, 2009
	 
	 	 	 	 
	14.

	 	Expiration Date:
	 	December 31, 2018
	 
	 	 	 	 
	15.

	 	Option Terms:
	 	Two (2) option terms of five (5) years
each at the Annual Minimum Rent and
Monthly Minimum Rent as shown in Items
4 and 5 above of this Schedule.
	 
	 	 	 	 
	16.

	 	Guarantor:
	 	Midwest Banc Holdings Inc., a(n)
______corporation. Concurrent
with Tenant’s






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	 	 	 	execution and delivery
of this Lease, Tenant shall cause
Guarantor to execute and deliver a
guaranty in favor of Landlord on a
form reasonably approved by Landlord.
	 
	 	 	 	 
	17.

	 	Turnover Date:
	 	As defined in Section 26.C. below.
	 
	 	 	 	 
	18.

	 	Projected Turnover
Date:
	 	First business day following full
mutual execution of the Lease.
	 
	 	 	 	 
	19.

	 	Workletter:
	 	The Tenant Workletter Agreement
attached hereto and incorporated
herein as Exhibit B.






     1. DEMISE AND TERM; BUILDING.



     A. Demise and Term. Landlord leases to Tenant and Tenant leases from Landlord the
premises (the “Premises”) described in Item 1 of the Schedule and shown on Exhibit A-1
attached hereto, subject to the covenants and conditions set forth in this Lease, for a term (the
“Term”) commencing on (the “Commencement Date”) and expiring on the date (the “Expiration Date”)
described in Item 14 of the Schedule, unless terminated earlier as otherwise provided in this
Lease.



     In the event that Landlord has not tendered possession of the Premises to Tenant in the
condition required by Section 26.A. on or before the Projected Turnover Date, then Landlord shall
not be liable or responsible for any claims, damages or liabilities in connection therewith or by
reason thereof, and the Commencement Date shall not be affected thereby.



     B. Option to Extend. Subject to the terms of this Section 1.B, Tenant shall have two
(2) options to extend the Term for additional periods of five (5) years each (together, the “Option
Terms” and each an “Option Term”), such Option Terms to begin upon the expiration of the Term, or
the first option term (“First Option Term”), as the case may be, on the same terms and conditions
set forth herein, except that (i) an Option Term, once exercised cannot be exercised again, (ii) no
Rent concessions, abatements, lease buyouts, tenant allowances or limitations on tax or expense
pass-throughs granted with respect to the Term hereof shall be applicable to an Option Term, (iii)
Annual Minimum Rent and Monthly Minimum Rent for an Option Term shall be as set forth in Items 4
and 5 of the Schedule.



     If Tenant desires to extend the Term for an Option Term, Tenant shall deliver written notice
(“Extension Notice”) to Landlord to such effect no later than nine (9) months prior to the
expiration of the initial Term, or the First Option Term, as the case may be, time being of the
essence. If not so exercised, Tenant’s option to extend shall thereupon automatically expire.
Once Tenant delivers the Extension Notice to the Landlord, as provided above, Tenant’s election to
extend the Term shall be irrevocable by Tenant.



     In order to exercise its option to extend, on the date that Tenant exercises its option as
well as on the date that the Option Term is to commence, no event of default shall exist and no
event shall exist which, by the giving of notice or the passage of time, or both, would mature into
a default.




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     C. Except to the extent provided herein, Landlord shall have no obligation to construct any
other buildings or improvements on the Land and shall have the right to modify, alter and otherwise
change the Building (including the design and/or construction plans therefor), from time to time,
in its sole discretion; provided, however, any of Landlord’s modifications to the access to the
Premises shall not have a material, adverse and permanent effect on the conduct of Tenant’s
business in the normal course. In the event of any changes to the initial design of the Base
Building from that contemplated as of the Execution Date, such that the Rentable Square Feet of the
Premises and/or the Rentable Square Feet of the Building changes from that set forth herein, then,
in such case, Landlord’s architect shall certify the new Rentable Square Feet calculations to
Landlord and Tenant and the parties shall enter into an amendment (or amendment and restatement) of
this Lease making the appropriate changes corresponding to such modified calculations (including,
without limitation, changes to the “Minimum Rent”, and the “Landlord’s Contribution”, as such terms
are defined in this Lease and/or the Workletter, and any other amounts expressly set forth herein
as being determined based on a stated rate per rentable square foot). There shall be no change to
the Landlord’s Work (as defined in Section 26.A) after the Execution Date.



     2. RENT.



     A. Definitions. For purposes of this Lease, the following terms shall have the
following meanings:




     (i) “Exterior Common Areas” shall mean the areas of the Building (and exterior portions
of the Building) which are designated by Landlord for use in common by the retail and other
tenants of the Building, their respective employees, agents, customers and invitees, and
includes, by way of illustration and not limitation, entrances and exits, private and public
sidewalks, driveways, landscaped areas and other areas as may be designated by Landlord as
part of the Exterior Common Areas. Landlord reserves the right to modify, alter and
otherwise change the Exterior Common Areas from time to time in its sole discretion, subject
to any limitations expressly set forth in this Lease, including the limitation in Section
1.C above. By execution of this Lease, Tenant hereby acknowledges that the residential
occupants of the Building and their invitees shall be permitted to have access to the
Exterior Common Areas, as and to the extent permitted by the Landlord from time to time.




     (ii) “Tenant’s Exterior CAM Expenses” shall mean all expenses, costs and
disbursements (other than Taxes) paid or incurred by Landlord in connection with the
ownership, management, maintenance, operation, replacement and repair of the Common
Areas of the Building. Tenant’s Exterior CAM Expenses shall not include: (a) costs of
tenant alterations; (b) costs of capital improvements (except for costs of any capital
improvements made or installed for the purpose of reducing Expenses or made or
installed pursuant to governmental requirement or insurance requirement, which costs
shall be amortized by Landlord in accordance with sound accounting and management
principles); (c) interest and principal payments on mortgages (except interest on the
cost of any capital improvements for which amortization may be included in the
definition of Tenant’s Exterior CAM Expenses) or any rental payments on any ground
leases (except for rental payments which



5









 






constitute reimbursement for Taxes and Tenant’s Exterior CAM Expenses); (d)
advertising expenses and leasing commissions; (e) any cost or expenditure for which
Landlord is reimbursed, whether by insurance proceeds or otherwise, except through
Adjustment Rent (hereinafter defined); (f) legal expenses of negotiating leases; and
(g) salaries and fringe benefits of employees above the grade of building manager.
Tenant’s Exterior CAM Expenses shall be determined on a cash or accrual basis, as
Landlord may elect.




     (iii) “Rent” shall mean Minimum Rent, Adjustment Rent and any other sums or charges due
by Tenant hereunder.




     (iv) “Taxes” shall mean all taxes, assessments, special assessments and fees levied
upon the Building, the property of Landlord located therein or the rents collected
therefrom, by any governmental entity based upon the ownership, leasing, renting or
operation of the Building, including all costs and expenses of protesting any such taxes,
assessments or fees and shall also include Landlord’s reasonable legal or other professional
fees incurred in connection with any successful appeal by Landlord for a real estate tax
reduction for the Building. Taxes shall not include any net income, capital stock,
succession, transfer, franchise, gift, estate or inheritance taxes; provided, however, if at
any time during the Term, a tax or excise on income is levied or assessed by any
governmental entity, in lieu of or as a substitute for, in whole or in part, real estate
taxes or other ad valorem taxes, such tax shall constitute and be included
in Taxes. For the purpose of determining Taxes for any given year, the amount to be
included for such year (a) from special assessments payable in installments shall be the
amount of the installments (and any interest) due and payable during such year, and (b) from
all other Taxes shall be the amount due and payable in such year.




     (v) “Tenant’s Proportionate Share of Taxes” shall mean 3.5%, determined by dividing the
Rentable Square Feet in the Premises (4,665 square feet) by the Rentable Square Feet of the
Building (134,413 square feet). If at any time during the Term Landlord elects to sell only
the residential portion of the Building, and a separate tax parcel is thereafter established
for the retail portion of the Building, then Tenant’s Proportionate Share of Taxes shall be
determined by dividing the Rentable Square Feet in the Premises by the Rentable Square Feet
in the retail portion of the Building (which shall include a fair allocation of the Common
Areas which serve or benefit the retail portion of the Building to such an extent as
Landlord, in its reasonable discretion, deems to be equitable and fair in view of the
relative level of benefits).



     B. Components of Rent. Tenant agrees to pay the following amounts to Landlord at the
office of the Building or at such other place as Landlord designates:




     (i) Annual minimum rent (“Minimum Rent”) in the amounts set forth in Item 5 of the
Schedule to be paid in monthly installments in the amount set forth in Item 6 of the
Schedule in advance on or before the first day of each month of the Term, except that Tenant
shall pay the first month’s Minimum Rent upon the Commencement Date.



6









 






     (ii) Adjustment rent (“Adjustment Rent”) in an amount equal to Tenant’s Proportionate
Share of the Taxes for each calendar or tax year. Prior to each calendar year or as soon
thereafter as is reasonably possible, Landlord shall estimate the amount of Adjustment Rent
due for such year and notify Tenant of such estimate, and Tenant shall pay Landlord
one-twelfth of such estimate on the first day of each month during such year. Until such
time as Landlord furnishes an estimate of Adjustment Rent for a calendar year, Tenant shall
continue to pay to Landlord a monthly estimated payment on account of Adjustment Rent on the
first day of each month during such year equal to the latest monthly estimated payment due
for the preceding calendar year. The estimate of Adjustment Rent for any calendar year may
be revised by Landlord whenever it obtains information relevant to making such estimate more
accurate. On or before the first day of the next calendar month following Landlord’s
service of a notice of estimated Adjustment Rent, and on or before the first month
thereafter, Tenant shall pay to Landlord one-twelfth of the estimated Adjustment Rent shown
in such notice. Within thirty (30) days following Landlord’s service of a notice of
estimated Adjustment Rent, Tenant shall also pay to Landlord a lump sum equal to the
estimated Adjustment Rent shown in such notice less (1) any previous payment on account of
Adjustment Rent made during such calendar year and (2) the estimated monthly payments on
account of Adjustment Rent due for the remainder of such calendar year. After the end of
each calendar year, Landlord shall deliver to Tenant a report setting forth the actual Taxes
for such calendar year and a statement of the amount of Adjustment Rent that Tenant has paid
and is payable for such year. Within thirty days after receipt of such report, Tenant shall
pay to Landlord the amount of Adjustment Rent due for such calendar year minus any payments
of Adjustment Rent made by Tenant for such year. If Tenant’s estimated payments of
Adjustment Rent exceed the amount due Landlord for such calendar year, Landlord shall apply
such excess as a credit against Tenant’s other obligations under this Lease or promptly
refund such excess to Tenant if the Term has already expired, provided Tenant is not then in
default hereunder, in either case without interest to Tenant.




     (iii) Tenant’s Exterior CAM Expenses in the amount set forth in Item 6 of the Schedule
to be paid in monthly installments on or before the first day of each month of the Term (and
the Option Term(s), if applicable). Tenant’s obligation to pay Tenant’s Exterior CAM
Expenses shall not deviate from the amounts set forth in Item 6 of the Schedule regardless
of the actual costs thereof incurred by Landlord from year to year.



     C. Payment of Rent. The following provisions shall govern the payment of Rent: (i)
if this Lease commences or ends on a day other than the first day or last day of a calendar year,
respectively, the Rent for the year in which this Lease so begins or ends, shall be prorated and
the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord
without offset or deduction, and the covenant to pay Rent shall be independent of every other
covenant in this Lease; (iii) if during all or any portion of any year the Building is not fully
rented and occupied, Landlord may elect to make an appropriate adjustment of Taxes for such year to
determine the Taxes that would have been paid or incurred by Landlord had the Building been fully
rented and occupied for the entire year and the amount so determined shall be deemed to have been
the Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid when due shall
bear interest from the date due until the date paid at the annual rate of two (2) percentage points
above the rate then most recently announced by JPMorgan Chase Bank,



7









 




NA as its corporate base lending rate, from time to time in effect, but in no event higher
than the maximum rate permitted by law (the “Default Rate”) and, in addition Tenant shall pay
Landlord a late charge for any Rent payment which is paid more than five days after its due date
equal to five percent of such payment; (v) if changes are made to this Lease or the Building
changing the number of rentable square feet contained in the Premises or in the Building, Landlord
shall make an appropriate adjustment to Tenant’s Proportionate Share; (vi) Tenant shall have the
right to inspect Landlord’s accounting records relative to Tenant’s Exterior CAM Expenses and Taxes
during normal business hours at any time within thirty days following the furnishing to Tenant of
the annual statement of Adjustment Rent as it relates to the Taxes covered in such statement, and
unless Tenant shall take written exception to any item in any such statement within such thirty
(30) day period, such statement shall be considered as final and accepted by Tenant; (vii) in the
event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant’s
agreement to pay any such sums and Landlord’s obligation to refund any such sums (provided Tenant
is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to
Taxes by virtue of the operation of the rent adjustment provisions in this Lease shall result in
the payment by Tenant in any year of less than the Minimum Rent shown on the Schedule; (ix)
Landlord may at any time change the fiscal year of the Building; (x) each amount owed to Landlord
under this Lease for which the date of payment is not expressly fixed shall be due on the same date
as the Rent listed on the statement showing such amount is due; (xi) if Landlord fails to give
Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall
continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers
such estimate.




     3. USE AND OPERATION.



     A. Limitation On Use. Tenant agrees that it shall occupy and use the Premises only
under the name set forth in Item 8 of the Schedule and only for the retail business set forth in
Item 9 of the Schedule and will not use any other name or conduct any other business on the
Premises. Tenant agrees that it will conduct such business in the same manner as is typically
conducted by similar banks in the downtown Chicago area.



     B. Tenant’s Operating Covenants. Tenant agrees to open the Premises as a fully
fixtured retail banking facility, fully staffed and ready to operate continuously in accordance
with this Lease, no later than March 31, 2009 (the “Required Opening Date”), and to continuously
use and occupy the entire Premises for the business set forth above and under the name permitted
hereunder during the entire Term. In furtherance thereof, Tenant agrees to keep the Premises fully
fixtured and staffed with sufficient professional personnel to assure successful operation of the
business. Tenant shall keep the Premises open for business at least during Retail Hours (as
hereinafter defined) except when prevented from doing so by strikes, fires, casualties and other
causes beyond Tenant’s reasonable control and except that Tenant may, following reasonable notice
to Landlord, discontinue or suspend operation of the business for not more than two (2) weeks on
any occasion in order to renovate or remodel the Premises, but may not do so more than once during
any five (5) year period during the Term. In addition, Tenant shall keep its store front lighted
during such other hours as Landlord may prescribe pursuant to a signage and lighting plan submitted
by Tenant and approved in writing by Landlord. Tenant shall provide, within the Premises, adequate
employee areas and other special areas necessary for the proper conduct of Tenant’s business, but
shall use for such purposes and for office or other non-banking



8









 




purposes only such space as is reasonably required for the conduct by Tenant of the permitted
use in the Premises. As used in this Lease, the term “Retail Hours” means daily from 8:00 a.m. to
5:00 p.m. Monday through Friday, holidays excepted.




     C. Specific Nature of Tenant’s Business. Tenant agrees to operate a full-service
retail banking facility in the Premises which at all times shall meet the highest standards of
cleanliness, maintenance and decor, so that the retail banking facility will be commensurate with
the quality of other first-class retail banking facilities in the City of Chicago. Tenant
understands that Tenant’s agreement to the foregoing is a material inducement to Landlord to enter
into this Lease.



     All displays of merchandise and promotions in the Premises shall be in keeping, as reasonably
determined by Landlord, with the character and quality of the retail banking facility contemplated
by this Lease and the character and quality of the Building. Tenant shall provide, within the
Premises, adequate customer waiting areas and shall not use the Building lobby as a waiting area
for customers without Landlord’s prior written approval. Notwithstanding the foregoing, Tenant
shall neither be required nor be permitted to make any changes or alterations to the exterior of
the Building.



     D. Premises Entrance; Building Lobby. Tenant shall maintain an entrance to the
Premises at Van Buren Street and at the rear of the Premises. The entrance on Van Buren Street
shall be the primary entrance to the Premises for Tenant’s invitees and customers and the entrance
at the rear of the Premises shall be the primary entrance for Tenant’s employees, contractors and
agents. All deliveries to the Premises shall be coordinated with the Building manager and made
only from the rear entrance to the Premises. Tenant shall maintain and heat a vestibule entrance on
Van Buren Street.



     E. Signs. Tenant shall not install any signs or lettering or place any other
advertising materials on the exterior surface of the Building or Premises or elsewhere outside the
Premises or inside the Premises without the prior written consent of Landlord, which may be granted
or withheld in Landlord’s sole discretion. All lettering, signs and other advertising materials in
the Premises which are visible from outside of the Premises or Building or from the Building lobby
shall be subject to Landlord’s prior written approval (to be granted or withheld in Landlord’s
reasonable discretion) of their size, design and number and, in any event, consistent with the
signage requirements set forth on Exhibit C to this Lease. All lettering, signs and other
advertising materials in the Premises, whether or not visible from the outside of the Premises,
shall be consistent with first-class retail operations and, in any event, consistent with the
signage requirements set forth on Exhibit C to this Lease. Tenant accepts and understands
that the Building is a registered landmark of the City of Chicago and is on the National Register
of Historic Places. Accordingly, Tenant agrees that its right to install signage consistent with
the design of its other branch banks is subject to the review, approval, and permitting of
Landmarks Illinois and the City of Chicago and any other applicable state or national agencies with
jurisdiction over the Building’s landmark status. After initial installation of any signage,
Tenant may not without Landlord’s consent change its signage to conform to changes in its company
sign program. Landlord will be reasonable in its review and approval of such changes in signage so
long as such signage is consistent in size, design and quality with Tenant’s initial signage and



9









 




such signage remains in accordance with all City, State or Federal requirements and applicable
codes applying to historic landmark structures.




     F. Compliance with Laws. Tenant shall comply with all federal, state and municipal
laws, ordinances, rules and regulations (including, without limitation, the Chicago Clean Indoor
Air Ordinance of 2005) and all covenants, conditions and restrictions of record which relate to the
condition, use or occupancy of the Premises. Without limiting the foregoing, Tenant shall not
cause, nor permit, any hazardous or toxic substances to be brought upon, produced, stored, used,
discharged or disposed of in, on or about the Premises except (i) with the prior written consent of
Landlord, or (ii) as to small amounts used in the ordinary course of Tenant’s business (e.g.,
printing supplies), and in either case only in compliance with all applicable environmental laws.
In addition, Tenant shall not use the Premises for any unlawful, disreputable, immoral or unethical
purpose, nor shall Tenant do anything which would injure the reputation of the Building.



     4. CONSTRUCTION OF BASE BUILDING; POSSESSION; “AS-IS” CONDITION OF PREMISES.



     A. Construction of Base Building. Landlord will perform, or cause to be performed,
the Landlord’s Work (as defined in Section 26 hereof). Landlord shall perform such work in
accordance with the terms of said Section 26. Upon the Turnover Date, at Landlord’s request,
Landlord and Tenant shall enter into a written agreement containing Tenant’s acknowledgment that
the “Substantial Completion” requirements set forth in said Section 26 have been met.



     B. Condition of Premises; As-Is. Tenant’s taking possession of the Premises shall be
conclusive evidence that the Premises were in good order and satisfactory condition when Tenant
took possession. Except for Landlord’s obligation to perform the Landlord’s Work as set forth in
accordance with the terms of Section 26 hereof, Tenant shall accept the Premises and the Building
“as is”. Tenant hereby acknowledges that Landlord has made no agreement to alter, remodel,
decorate, clean or improve the Premises or the Building (or to provide Tenant with any credit or
allowance for the same), and no representation regarding the condition of the Premises or the
Building have been made by or on behalf of Landlord or relied upon by Tenant, except as expressly
stated herein or in the Workletter, and except for Landlord’s obligation to perform the Landlord’s
Work as set forth in, and in accordance with the terms of, Section 26 hereof. Landlord
acknowledges and agrees that as of the Turnover Date, to the best of Landlord’s knowledge, the
exterior of the Premises and of the Building and the Building systems are in good working order,
condition and repair and in compliance with applicable laws. Further, Landlord will indemnify, hold
harmless and reimburse Tenant from and against any and all fines and reasonable direct remedial
costs and expenses (including reasonable legal expenses and consultants’ fees) that Tenant may
incur due to a clean up, abatement, removal, or other remedial response required of Tenant by an
appropriate governmental authority resulting from or caused by any asbestos being on or about the
Premises on the Turnover Date.



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     5. BUILDING SERVICES.



     A. HVAC. Tenant shall install at its own cost and expense such heating, ventilating,
air conditioning and exhaust facilities in the Premises as shall be required for the conduct of its
business in the Premises. If Tenant fails to install adequate facilities for such purposes and
such failure adversely affects the operation of the Base Building heating, ventilating and air
conditioning “HVAC”) system, Landlord may install supplementary facilities in the Premises or, at
Landlord’s option, elsewhere in the Building, and Tenant shall pay the cost of installation,
operation and maintenance thereof. In addition, if Tenant fails to install adequate heating,
ventilating, air conditioning and exhaust facilities for the conduct of Tenant’s business in the
Premises and such failure adversely affects the operation of the Base Building heating, ventilating
and air conditioning system Landlord may make such modifications to the Base Building heating,
ventilating and air conditioning system (as distinguished from supplementary facilities installed
by Landlord or Tenant pursuant to the preceding provisions of this Section) as are required for the
conduct of Tenant’s business in the Premises, and Tenant shall pay the actual cost thereof. If
Tenant does install HVAC facilities for the purposes described above, and, as a result thereof,
needs to connect to Landlord’s tempered water system, Tenant shall be required to pay the cost and
associated costs to shut down and restart the Building system(s) to allow Tenant to hook up
Tenant’s HVAC equipment and, in addition, shall be required to pay Landlord a monthly usage fee for
the tempered water used by Tenant for the operation of Tenant’s HVAC equipment to be connected to
Landlord’s tempered water loop. The monthly usage fee for Tenant’s use of such tempered water
shall be equitably calculated on a square footage basis or by such other reasonable and consistent
method that reflects Landlord’s costs therefor. All such fees shall be payable by Tenant to
Landlord as Additional Rent in accordance with this Lease. In no event shall Tenant be entitled to
use more than its proportionate share of the Building’s excess tempered water capacity. The size
and design of the HVAC facilities, the manner in which the HVAC facilities will be vented and
access outside air, if applicable, or the manner in which Tenant connects to Landlord’s tempered
water system, including, without limitation, the routing of any water lines, shall be subject to
Landlord’s prior reasonable written approval. Tenant shall be responsible, at its cost, for
maintaining and repairing the HVAC facilities in the Premises to the reasonable satisfaction of
Landlord. Landlord agrees to maintain the Base Building heating, venting, and air conditioning
system in good working order.



     B. Water. In addition to and separate from the tempered water for Tenant’s use in
heating and cooling the Premises in accordance with Section 5.A above, Landlord shall furnish
domestic cold water to the Premises from the regular Building outlets. Water lines shall be stubbed
to the Premises at Landlord’s expense. Landlord shall separately charge (and separately meter, if
possible) Tenant for domestic cold water and sewer services used in the Premises based on metered
usage.



     C. Electricity. Landlord has caused the Premises to be separately metered for
electrical use. Electricity shall be distributed to the Premises by the electric utility company
serving the Building; and Landlord shall permit Landlord’s conduits, which shall be stubbed to the
Premises, to the extent suitable and safely capable, to be used for such distribution. Tenant at
its cost shall make all necessary arrangements with the electric utility company for metering and
paying for electric current furnished to the Premises (including, without limitation, all
arrangements for, at Tenant’s expense, electrical wiring, distribution panels and all of Tenant’s



11









 




installed heating and air conditioning equipment). From and after the Turnover Date, all
electricity and water used during the making of any alterations or repairs in the Premises or the
operation of any special heating or air conditioning systems (referred to as the “heat pump system”
by Landlord) serving the Premises shall be paid for by Tenant.




     D. Telephones. Tenant shall arrange for telephone service directly with one or more
of the public telephone companies servicing the Building and shall be solely responsible for paying
for such telephone service. If Landlord has or at any time acquires ownership of the telephone
cables in the Building, Landlord shall permit Tenant to connect to such cables on such terms and
conditions as Landlord may reasonably prescribe. In no event does Landlord make any representation
or warranty with respect to telephone service in the Building, and Landlord shall have no liability
with respect thereto. Subject to the provisions of Sections 9, 11 and 12 of this Lease, Landlord
agrees to provide Tenant and Tenant’s contractors reasonable, monitored access to the Building
telephone and communications closets or service areas for the purposes of establishing Tenant’s
communications services.



     E. Additional Services. Landlord shall not be obligated to furnish any services other
than those stated above. If Tenant requests services in addition to those stated above and
Landlord elects to furnish such additional services, Tenant shall pay Landlord’s then prevailing
charges for such additional services. If Tenant shall fail to make any such payment, Landlord may,
without notice to Tenant and in addition to all other remedies available to Landlord, discontinue
such additional services. No discontinuance of any such additional service shall result in any
liability of Landlord to Tenant or be considered as an eviction or a disturbance of Tenant’s use of
the Premises. Tenant may request to participate in Landlord’s satellite television system for an
additional fee for such services. Tenant may also use another television signal provider, but only
upon prior written approval from Landlord.



     F. Failure or Delay in Furnishing Services. Landlord’s failure to furnish, or any
interruption, diminishment or termination of services due to the application of laws, the failure
of any equipment, the performance of maintenance, repairs, improvements or alterations, utility
interruptions or the occurrence of an event of force majeure (defined in Section 27.J)
(collectively a “Service Failure”) shall not render Landlord liable to Tenant, constitute a
constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the
obligation to fulfill any covenant or agreement. However, if the Premises, or a material portion of
the Premises, are made untenantable for a period in excess of 5 consecutive Business Days as a
result of a Service Failure that is reasonably within the control of Landlord to correct, then
Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder
during the period beginning on the 6th consecutive Business Day of the Service Failure
and ending on the day the service has been restored. If the entire Premises have not been rendered
untenantable by the Service Failure, the amount of abatement shall be equitably prorated.



     6. RULES AND REGULATIONS. Tenant shall observe and comply, and shall cause its
subtenants, assignees, invitees, customers, employees, contractors and agents to observe and
comply, with the rules and regulations listed on Exhibit D attached hereto and with such
reasonable modifications and additions thereto as Landlord may make from time to time. Landlord
shall not be liable for failure of any person to obey such rules and regulations. Landlord shall
not be obligated to enforce such rules and regulations against any person, and the



12









 




failure of Landlord to enforce any such rules and regulations shall not constitute a waiver
thereof or relieve Tenant from compliance therewith.




     7. CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves the following rights, each
of which Landlord may exercise without notice to Tenant and without liability to Tenant, and the
exercise of any such rights shall not be deemed to constitute an eviction or disturbance of
Tenant’s use or possession of the Premises and shall not give rise to any claim for set-off or
abatement of rent or any other claim: (a) to change the name or street address of the Building;
(b) to install, affix and maintain any and all signs on the exterior or interior of the Building;
(c) to make repairs, decorations, alterations, additions, or improvements, whether structural or
otherwise, in and about the Building, and for such purposes to enter upon the Premises, temporarily
close doors, corridors and other areas in the Building and interrupt or temporarily suspend
services or use of Exterior Common Areas and other common areas of the Building, and Tenant agrees
to pay Landlord for overtime and similar expenses incurred if such work is done other than during
ordinary business hours, at Tenant’s request; (d) [intentionally omitted]; (e) to grant to any
person or to reserve unto itself the exclusive right to conduct any business or render any service
in the Building, as long as such right does not preclude Tenant from using the Premises for the
purpose stated in Item 9 of the Schedule; (f) to show or inspect the Premises at reasonable times
and, if vacated or abandoned, to prepare the Premises for reoccupancy; (g) to install, use and
maintain in and through the Premises pipes, conduits, wires and ducts serving the Building,
provided that such installation, use and maintenance does not unreasonably interfere with Tenant’s
use of the Premises; (h) to adopt and record easements, reciprocal easement agreements and/or
declarations of covenants, conditions and restrictions (whether related to the conversion of all or
part of the Building to condominium ownership or otherwise) (collectively, the “CC&R’s”), and this
Lease shall be at all times subject and subordinate in all respects to such CC&R’s and any and all
liens and other rights arising therefrom; and (i) to take any other action which Landlord deems
reasonable in connection with the operation, maintenance, management or preservation of the
Building.



     8. MAINTENANCE AND REPAIRS.



     A. Tenant’s Maintenance. Tenant, at its expense, shall keep and maintain in
first-class order, condition and repair, at all times during the Term, the Premises and every part
thereof. Without limiting the foregoing, Tenant shall: (i) keep the storefronts, entry doors and
the interior of the Premises in first-class condition and repair, and decorated in a first-class
manner; (ii) keep in first-class condition and repair (and replace as necessary) all equipment,
facilities and fixtures (including banking and teller equipment, hardware, electrical, plumbing and
heating, ventilating and air conditioning facilities) located in or exclusively serving the
Premises; (iii) repair (or replace as necessary) all damaged or broken plate glass in perimeter
windows or within the Premises; (iv) cause an inspection, cleaning and repairing of Tenant’s fire
prevention systems and equipment to be performed by a reputable contractor not less than annually,
and more often as may be required by any local governmental codes, regulations or officials,
insurance requirements or applicable industry standards, and provide Landlord upon request from
time to time during the Term with documentary evidence of the performance of such inspections; (v)
perform all cleaning and janitorial work in the Premises to keep the Premises clean, healthy, and
in an attractive appearance, including, without limitation, cleaning on a weekly basis (or more
frequently, if necessary), the interior and exterior surfaces of the



13









 




exterior windows and storefronts of the Premises (and, if applicable, the interior and
exterior surfaces of the glass comprising Tenant’s storefront located in the lobby of the
Building); and (vi) remove all garbage, trash, rubbish and other refuse from the Premises on a
daily basis, which removal shall be accomplished by Tenant in such manner and at such times as may
be approved in advance by the Building manager) to the Building’s retail trash area. Tenant shall
contract separately with, and use, the same garbage disposal vendor that Landlord utilizes with
respect to waste from the balance of the Building.




     B. In addition, without limiting the foregoing, Tenant shall cause extermination services to
be provided to the Premises by a reputable exterminator on a monthly basis throughout the Term, or
more often as Landlord may in Landlord’s reasonable discretion require, at Tenant’s expense.



     Without limiting any of the foregoing, Tenant shall obtain and maintain a service and
maintenance contract covering the heating, ventilating and air conditioning system serving the
Premises with a reputable contractor approved by Landlord and a scope of services satisfactory to
Landlord, and shall pay all charges under such contract when due.



     Within fifteen (15) days after Landlord’s request therefor at any time during the Term, Tenant
shall furnish Landlord copies of all HVAC, maintenance and extermination contracts in effect with
respect to the Premises. Tenant shall also, within fifteen (15) days of Landlord’s request
therefor, provide evidence to Landlord of payment for services performed under such contracts.



     All services to the Premises shall be provided by a contractor or contractors reasonably
satisfactory to Landlord, having good labor relations and capable of working in harmony with
contractors retained by Landlord and by other tenants of the Building to provide services to or
perform work in the Building.



     C. Landlord’s Maintenance. Subject to Section 8A above, Landlord shall perform any
maintenance or make any repairs to the Building as Landlord shall deem necessary for the safety,
operation or preservation of the Building, or as Landlord may be required or requested to do by the
City of Chicago or by order or decree of any court or by any other proper authority, and shall
maintain the structural components and the Exterior Common Areas and facilities of the Building as
reasonably necessary and expected for first-class residential buildings (containing retail
components therein) in downtown Chicago, to the extent that failure to do so would materially
adversely affect Tenant’s use and occupancy of the Premises. Tenant shall reimburse Landlord for
the cost of any such repairs to the Building necessitated by the acts or omissions of Tenant, its
subtenants, assignees, invitees, customers, employees, contractors and agents.



     9. ALTERATIONS.



     A. Requirements. Tenant shall not make any replacement, alteration, improvement or
addition to or removal from the Premises (collectively an “alteration”) without the prior written
consent of Landlord, which consent will not be unreasonably withheld. In the event Tenant proposes
to make any alteration, Tenant shall, prior to commencing such alteration,



14









 




submit to Landlord for prior written approval: (i) detailed plans and specifications; (ii)
sworn statements, including the names, addresses and copies of contracts for all contractors; (iii)
all necessary permits evidencing compliance with all applicable governmental rules, regulations and
requirements; (iv) certificates of insurance in form and amounts required by Landlord, naming
Landlord and any other parties designated by Landlord as additional insureds; and (v) all other
documents and information as Landlord may reasonably request in connection with such alteration.
Tenant agrees to pay Landlord’s standard charges for review of all such items and supervision of
the alteration. Neither approval of the plans and specifications nor supervision of the alteration
by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy,
sufficiency or propriety of such plans and specifications or the quality of workmanship or the
compliance of such alteration with applicable law. Tenant shall pay the entire cost of the
alteration and, if requested by Landlord, shall deposit with Landlord, prior to the commencement of
the alteration, security for the payment and completion of the alteration in form and amount
required by Landlord. Each alteration shall be performed in a good and workmanlike manner, in
accordance with the plans and specifications approved by Landlord, and shall meet or exceed the
standards for construction and quality of materials established by Landlord for the Building. In
addition, each alteration shall be performed in compliance with all applicable governmental and
insurance company laws, regulations and requirements. Each alteration shall be performed by union
contractors if required by Landlord and in harmony with Landlord’s employees, contractors and other
tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant
in or upon the Premises (excepting only Tenant’s furniture, equipment and trade fixtures) shall
become Landlord’s property and shall remain upon the Premises at the expiration or termination of
this Lease without compensation to Tenant, provided, however that Landlord shall have the right to
require Tenant to remove any such alteration (other than Tenant’s Work described in Exhibit B) at
Tenant’s sole cost and expense in accordance with the provisions of Section 16 of this Lease.




     B. Liens. Upon completion of any alteration, Tenant shall promptly furnish Landlord
with sworn owner’s and contractors’ statements and full and final waivers of lien covering all
labor and materials included in such alteration. Tenant shall not permit any mechanic’s lien to be
filed against the Building, or any part thereof, arising out of any alteration performed, or
alleged to have been performed, by or on behalf of Tenant. If any such lien is filed, Tenant shall
within ten (10) business days after receipt of notice of the filing thereof (or within such
additional period of time as is reasonably necessary if Tenant proceeds with diligence), have such
lien released of record or deliver to Landlord a bond in form, amount, and issued by a surety
satisfactory to Landlord, indemnifying Landlord against all costs and liabilities resulting from
such lien and the foreclosure or attempted foreclosure thereof. If Tenant fails to have such lien
so released or to deliver such bond to Landlord, Landlord, without investigating the validity of
such lien, may pay or discharge the same; and Tenant shall reimburse Landlord upon demand for the
amount so paid by Landlord, including Landlord’s expenses and attorneys’ fees.



     10. INTENTIONALLY OMITTED.



     11. INSURANCE.



15









 





     A. Tenant’s Insurance. Tenant, at its expense, shall maintain at all times during the
Term the following insurance policies: (a) fire insurance, including extended coverage, vandalism,
malicious mischief, sprinkler leakage and water damage coverage and demolition and debris removal,
insuring the full replacement cost of all improvements, alterations or additions to the Premises,
and all other property owned or used by Tenant and located in the Premises; (b) commercial general
liability insurance, contractual liability insurance and property damage insurance with respect to
the Building and the Premises, with limits to be set by Landlord from time to time but in any event
not less than $2,000,000.00 combined single limit for personal injury, sickness or death or for
damage to or destruction of property for any one occurrence; (c) plate glass insurance in an amount
equal to the replacement cost of all plate glass located in or on the Premises; (d) worker’s
compensation insurance in an amount not less than maximum statutory limits of recovery and
employer’s liability insurance in an amount not less than the statutory requirement; and (e)
insurance against such other risks and in such other amounts as Landlord or its insurer may from
time to time require, so long as such types or amounts of insurance are customarily required by
owners of buildings comparable to the Building in downtown Chicago. The form of all such policies
and deductibles thereunder shall be subject to the prior approval of Landlord and its insurance
providers. All such policies shall be issued by insurers acceptable to Landlord and licensed to do
business in the State of Illinois and shall contain a waiver of any rights of subrogation
thereunder. In addition, except for worker’s compensation insurance, the policies shall name
Landlord and any other parties designated by Landlord as additional insureds, shall require at
least thirty days’ prior written notice to Landlord of termination or modification and shall be
primary and not contributory. Tenant shall, at least thirty (30) days prior to taking possession
of the Premises, and within thirty (30) days prior to the expiration of each such policy, deliver
to Landlord certificates evidencing the foregoing insurance or renewal thereof, as the case may be.



     B. Landlord’s Insurance. Landlord shall maintain at all times during the Term such
property and liability insurance as is from time to time customarily carried by prudent landlords
of comparative residential apartment buildings (containing ancillary retail establishments therein)
in downtown Chicago.



     12. WAIVER AND INDEMNITY.



     A. Tenant’s Waiver. Tenant releases Landlord and its partners, managers, members,
agents, contractors and employees from, and waives all claims for, damage or injury to person or
property and loss of business sustained by Tenant and resulting from the Building or the Premises
or any part thereof or any equipment therein becoming in disrepair, or resulting from any accident
in or about the Building, except to the extent any of the foregoing is caused by the negligence or
willful misconduct of Landlord, its agents, employees or contractors. This paragraph shall apply
particularly, but not exclusively, to flooding, the loss of utilities or utility services to the
Building, damage caused by Building equipment and apparatus, water, snow, frost, steam, excessive
heat or cold, broken glass, sewage, gas, odors, excessive noise or vibration or the bursting or
leaking of pipes, plumbing fixtures or sprinkler devices.



     B. Mutual Waiver. Notwithstanding any other provisions of this Lease to the contrary,
Landlord and Tenant each waives all claims and rights of recovery against the other and its
respective partners, members, managers, agents, contractors and employees for any loss



16









 




or damage to any property, which loss or damage is insured against, or required to be insured
against, pursuant to Section 11 above, whether or not such loss or damage is due to the fault or
negligence of any person, and regardless of the amount of insurance proceeds collected or
collectible under any insurance policies in effect.




     C. Tenant’s Indemnity. Tenant agrees to indemnify, defend and hold harmless Landlord
and its partners, members, managers, agents, contractors and employees, from and against any and
all claims, demands, actions, liabilities, damages (other than consequential damages), costs and
expenses (including attorneys’ fees), for injuries to any persons and damage to or theft or
misappropriation or loss of property occurring in or about the Building and arising from the use
and occupancy of the Premises or from any activity, work, or thing done, permitted or suffered by
Tenant in or about the Premises (including, without limitation, any alteration by Tenant) or from
any breach or default on the part of Tenant in the performance of any covenant or agreement on the
part of Tenant to be performed under this Lease or due to any other act or omission of Tenant, its
subtenants, assignees, invitees, employees, contractors and agents, except to the extent any of the
foregoing is caused by the negligence or willful misconduct of Landlord, its agents, employees or
contractors. Without limiting the foregoing, Tenant shall indemnify, defend and hold Landlord and
each of aforementioned indemnified parties harmless from any claims, liabilities, damages, costs
and expenses arising out of the use or storage of hazardous or toxic materials in the Building by
Tenant. If any such proceeding is filed against Landlord or any such indemnified party, Tenant
agrees to defend Landlord or such party in such proceeding at Tenant’s sole cost by legal counsel
reasonably satisfactory to Landlord, if requested by Landlord.



     13. FIRE AND CASUALTY.



     A. If all or a substantial part of the Premises or the Building is rendered untenantable by
reason of fire or other casualty, Landlord may, at its option, either restore the “core and shell”
of the Building (including any elements thereof within the Premises), or terminate this Lease
effective as of the date of such fire or other casualty. Landlord agrees to give Tenant written
notice within sixty (60) days after the occurrence of any such fire or other casualty designating
whether Landlord elects to so restore or terminate this Lease. If Landlord elects to terminate
this Lease, Rent shall be paid through and apportioned as of the date of such fire or other
casualty. If Landlord elects to restore, Landlord’s obligation to restore the Premises shall be
limited to restoring those improvements in the Premises constituting portions of the core and shell
of the Building (as the term “core and shell” is defined in Section 13.B. of this Lease below) and,
without limiting the foregoing, shall exclude any furniture, equipment, fixtures, additions,
alterations or improvements in or to the Premises which were made by Tenant. If Landlord elects to
restore, Rent shall abate for that part of the Premises which is untenantable on a per diem basis
from the date of such fire or other casualty until Landlord has substantially completed its repair
and restoration work in the Premises, provided that Tenant does not occupy such part of the
Premises during said period.



     B. The term “core and shell” shall mean and refer to the Base Building, including all
components thereof consisting of the structural components of the Building (i.e., whether located
within the Premises or elsewhere), the roof, the electrical, plumbing, mechanical, heating,
ventilating and air conditioning systems (other than those utility systems that may be the



17









 




responsibility of Tenant as set forth in Sections 5 or 8.A. above), all Common Areas, and
specifically excludes the Tenant’s Work or any work related to tenant improvements constructed by
or for Tenant or other tenants or installed within the Premises (other than the above described
core and shell work) or within any other tenant’s premises.




     14. CONDEMNATION. If the Premises or the Building is rendered untenantable by reason
of a condemnation (or by a deed given in lieu thereof), then either party may terminate this Lease
by giving written notice of termination to the other party within thirty days after such
condemnation, in which event this Lease shall terminate effective as of the date of such
condemnation. If this Lease so terminates, Rent shall be paid through and apportioned as of the
date of such condemnation. If such condemnation does not render the Premises or the Building
untenantable, this Lease shall continue in effect and Landlord shall promptly restore the portion
not condemned to the extent reasonably possible to the condition existing prior to the
condemnation. In such event, however, Landlord shall not be required to expend an amount in excess
of the proceeds received by Landlord from the condemning authority. Landlord reserves all rights
to compensation for any condemnation. Tenant hereby assigns to Landlord any right Tenant may have
to such compensation, and Tenant shall make no claim against Landlord or the condemning authority
for compensation for termination of Tenant’s leasehold interest under this Lease or interference
with Tenant’s business.



     15. ASSIGNMENT AND SUBLETTING.



     A. Landlord’s Consent. Tenant shall not, without the prior written consent of
Landlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder,
or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; (ii)
employ any independent manager or operator to manage or operate Tenant’s business; (iii) enter into
any franchise, concession, license or similar agreement with any person or entity to operate the
Premises, or any part thereof; or (iv) permit the use of the Premises by any person other than
Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence
(a “Transfer”) occurring without the prior written consent of Landlord shall be void and of no
effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to
withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of
rent from any party other than Tenant shall not release Tenant from any covenant or obligation
under this Lease. Landlord may require as a condition to its consent to any assignment of this
Lease that the assignee execute an instrument in which such assignee assumes the obligations of
Tenant hereunder. For the purposes of this paragraph, the transfer (whether direct or indirect) of
all or a majority of the capital stock in a corporate Tenant (including the shares of the capital
stock of a corporate Tenant whose stock is publicly traded) shall not be considered a Transfer, but
a merger, consolidation or reorganization of such Tenant and the transfer of all or any general
partnership interest in any partnership Tenant shall be considered a Transfer. So long as Tenant
remains obligated for all payments and performance of Tenant’s obligations pursuant to the Lease,
Tenant shall have the right during the Term and any Option Term, without Landlord’s prior consent,
to assign this Lease to an affiliate or parent entity or to an entity which controls, is controlled
by, or is under common control with Tenant. Tenant may assign this Lease to a successor to Tenant
by merger, consolidation or the purchase of substantially all of Tenant’s assets, without the
consent of Landlord, provided that all of the following conditions are satisfied (a “Business
Transfer”): (a) Tenant must not be in default;



18









 




(b) Tenant must give Landlord written notice at least 15 Business Days before such transfer; and
(c) if such transfer will result from a merger or consolidation of Tenant with another entity, then
the Credit Requirement (defined below) must be satisfied. Tenant’s notice to Landlord shall
include information and documentation evidencing the Business Transfer and showing that each of the
above conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign and
deliver to Landlord a commercially reasonable form of assumption agreement. The “Credit
Requirement” shall be deemed satisfied if, as of the date immediately preceding the date of the
transfer, the financial strength of the entity with which Tenant is to merge or consolidate is not
less than that of Tenant.




     B. Standards for Consent. If Tenant desires the consent of Landlord to a Transfer,
Tenant shall submit to Landlord, at least sixty (60) days prior to the proposed effective date of
the Transfer, a written notice which includes such information as Landlord may reasonably require
about the proposed Transfer and the transferee. Landlord shall not unreasonably withhold or delay
its consent to any assignment or sublease. Landlord further agrees to be reasonable in evaluating
a Tenant request for a change of use received in connection with and as part of a request for
Landlord consent to an assignment of the Lease by Tenant. Landlord shall not be deemed to have
unreasonably withheld its consent if, in the judgment of Landlord: (i) the transferee is of a
character, image or reputation which is not in keeping with the standards or criteria used by
Landlord in leasing the retail components of the Building; (ii) the financial condition of the
transferee is such that it may not be able to perform its obligations in connection with this
Lease; (iii) the purpose for which the transferee intends to use the Premises or portion thereof
differs in any material way from the use set forth in Item 9 of the Schedule; (iv) the transferee
is a tenant or occupant of the Building; or (v) the Transfer is for less than all of the Premises.
If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole and exclusive remedy
therefor shall be to seek specific performance of Landlord’s obligation to consent to such
Transfer.



     C. Excess Rents. If Landlord consents to any Transfer, Tenant shall pay to Landlord
fifty percent (50%) of all rent and other consideration received by Tenant in excess of the Rent
paid by Tenant hereunder for the portion of the Premises so transferred. Such excess rent shall be
paid as and when received by Tenant. In addition, Tenant shall pay to Landlord any attorneys’ fees
and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord
consents to such Transfer.



     16. SURRENDER. Upon termination of the Term or Tenant’s right to possession of the
Premises, Tenant shall return the Premises to Landlord in good order and condition, ordinary wear
and damage by fire or other casualty excepted. If Landlord requires Tenant to remove any
alterations pursuant to Section 9, then such removal shall be done in a good and workmanlike
manner; and upon such removal Tenant shall restore the Premises to its condition prior to the
installation of such alterations. If Tenant does not remove such alterations after request to do
so by Landlord, Landlord may remove the same and restore the Premises; and Tenant shall pay the
cost of such removal and restoration to Landlord upon demand. Tenant shall also remove its
furniture, equipment, trade fixtures and all other items of personal property from the Premises
prior to termination of the Term or Tenant’s right to possession of the Premises. If Tenant does
not remove such items, Tenant shall be conclusively presumed to have conveyed the same to Landlord
without further payment or credit by Landlord to Tenant; or at Landlord’s sole option



19









 




such items shall be deemed abandoned, in which event Landlord may cause such items to be
removed and disposed of at Tenant’s expense without notice to Tenant and without obligation to
compensate Tenant.




     17. DEFAULTS AND REMEDIES.



     A. Default. The occurrence of any of the following shall constitute a default (a
“Default”) by Tenant under this Lease: (i) Tenant fails to pay any Rent when due and such failure
is not cured within five (5) days after written notice from Landlord (which notice may be in the
form of a landlord statutory 5-day notice); (ii) Tenant fails to perform any other provision of
this Lease and such failure is not cured within thirty (30) days (or immediately if the failure
involves a hazardous condition) after written notice from Landlord; provided, however, if Tenant’s
failure to perform cannot reasonably be cured within 30 days, Tenant shall be allowed additional
time (not to exceed 90 days) as is reasonably necessary to cure the failure so long as Tenant
begins the cure within 30 days and diligently pursues the cure to completion; (iii) the leasehold
interest of Tenant is levied upon or attached under process of law; (iv) Tenant or any guarantor of
this Lease dies or dissolves; (v) Tenant abandons or vacates the Premises or fails to open by March
31, 2009; or (vi) any voluntary or involuntary proceedings are filed by or against Tenant or any
guarantor of this Lease under any bankruptcy, insolvency or similar laws and, in the case of any
involuntary proceedings, are not dismissed within sixty (60) days after filing.



     B. Right of Re-Entry. Upon the occurrence of a Default, Landlord may elect to
terminate this Lease or, without terminating this Lease, terminate Tenant’s right to possession of
the Premises. Upon any such termination, Tenant shall immediately surrender and vacate the
Premises and deliver possession thereof to Landlord. Tenant grants to Landlord the right to enter
and repossess the Premises and to expel Tenant and any others who may be occupying the Premises and
to remove any and all property therefrom, without being deemed in any manner guilty of trespass and
without relinquishing Landlord’s rights to Rent or any other right given to Landlord hereunder or
by operation of law.



     C. Reletting. If Landlord terminates Tenant’s right to possession of the Premises
without terminating this Lease, Landlord may relet the Premises or any part thereof. In such case,
Landlord shall use reasonable efforts to relet the Premises on such terms as Landlord shall
reasonably deem appropriate; provided, however, Landlord may first lease Landlord’s other available
retail space and shall not be required to accept any tenant offered by Tenant or to observe any
instructions given by Tenant about such reletting. Tenant shall reimburse Landlord for the costs
and expenses of reletting the Premises including, but not limited to, all brokerage, advertising,
legal, alteration, and other expenses incurred to secure a new tenant for the Premises. In
addition, if the consideration collected by Landlord upon any such reletting, after payment of the
expenses of reletting the Premises which have not been reimbursed by Tenant, is insufficient to pay
monthly the full amount of the Rent, Tenant shall pay to Landlord the amount of each monthly
deficiency as it becomes due. If such consideration is greater than the amount necessary to pay
the full amount of the Rent, the full amount of such excess shall be retained by Landlord and shall
in no event be payable to Tenant.



     D. Termination of Lease. If Landlord terminates this Lease, Landlord may recover from
Tenant and Tenant shall pay to Landlord, on demand, as damages, an accelerated lump sum



20









 




amount equal to the amount by which Landlord’s estimate of the aggregate amount of Rent which
would have been payable hereunder from the date of such termination through the Expiration Date had
this Lease not been terminated (including Minimum Rent at the rates set forth in the Schedule and a
reasonable projection of Adjustment Rent) plus Landlord’s estimate of the aggregate expenses of
reletting the Premises, exceeds Landlord’s estimate of the fair rental value of the Premises for
the same period (after deducting from such fair rental value the time needed to relet the Premises
and the amount of concessions which would normally be given to a new tenant) both discounted to
present value at the rate of five percent (5%) per annum.




     E. Other Remedies. Landlord may but shall not be obligated to perform any obligation
of Tenant under this Lease; and, if Landlord so elects, all costs and expenses paid by Landlord in
performing such obligation, together with interest at the Default Rate shall be reimbursed by
Tenant to Landlord on demand. Any and all remedies set forth in this Lease: (i) shall be in
addition to any and all other remedies Landlord may have at law or in equity, (ii) shall be
cumulative, and (iii) may be pursued successively or concurrently as Landlord may elect. The
exercise of any remedy by Landlord shall not be deemed an election of remedies or preclude Landlord
from exercising any other remedies in the future.



     F. Bankruptcy. If Tenant becomes bankrupt, the bankruptcy trustee shall not have the
right to assume or assign this Lease unless the trustee complies with all requirements of the
United States Bankruptcy Code; and Landlord expressly reserves all of its rights, claims, and
remedies thereunder.



     G. Waiver of Trial by Jury. Landlord and Tenant waive trial by jury in the event of
any action, proceeding or counterclaim brought by either Landlord or Tenant against the other in
connection with this Lease.



     H. Venue. If either Landlord or Tenant desires to bring an action against the other
in connection with this Lease, such action shall be brought in the federal or state courts located
in or near Chicago, Illinois. Landlord and Tenant consent to the jurisdiction of such courts and
waive any right to have such action transferred from such courts on the grounds of improper venue
or inconvenient forum.



     18. HOLDING OVER. If Tenant retains possession of the Premises after the expiration
or termination of the Term or Tenant’s right to possession of the Premises, Tenant shall pay Rent
during such holding over at double the rate in effect immediately preceding such holding over
computed on a monthly basis for each month or partial month that Tenant remains in possession.
Tenant shall also pay, indemnify and defend Landlord from and against all claims and damages,
consequential as well as direct, sustained by reason of Tenant’s holding over. In addition, at any
time while Tenant remains in possession, Landlord may elect instead, by written notice to Tenant
and not otherwise, to have such retention of possession constitute a renewal of this Lease for one
year for the fair market rental value of the Premises as reasonably determined by Landlord but in
no event less than the Rent payable immediately prior to such holding over. The provisions of this
Section do not waive Landlord’s right of re-entry or right to regain possession by actions at law
or in equity or any other rights hereunder, and any receipt of payment by Landlord shall not be
deemed a consent by Landlord to Tenant’s remaining in



21









 




possession or be construed as creating or renewing any lease or right of tenancy between
Landlord and Tenant.




     19. SECURITY DEPOSIT. Concurrent with Tenant’s execution and delivery of this Lease
to Landlord, and as an express condition of Landlord’s obligation to tender possession of the
Premises to Tenant hereunder, Tenant shall deposit with Landlord an amount equal to Thirty Four
Thousand Nine Hundred Eighty Seven and 50/100 Dollars ($34,987.50) as security for the full and
faithful performance of every provision of this Lease to be thereafter performed by Tenant. In the
event Landlord delays its delivery of possession of the Premises due to Tenant’s delay in so
delivering the requisite Security Deposit, then, without limitation any other rights or remedies
available to Landlord, there shall be no extension of any other dates set forth in this Lease on
account thereof. If Tenant defaults with respect to any provision of this Lease, including but not
limited to the provisions relating to the payment of Rent, then Landlord may, as applicable, (i)
use, apply or retain all or any part of the Security Deposit for the payment of any Rent and any
other sum in default, or for the payment of any other amount which Landlord may spend or become
obligated to spend by reason of Tenant’s default or to compensate Landlord for any other loss or
damage which Landlord may suffer by reason of Tenant’s default. If any portion of the Security
Deposit is so used or applied, Tenant shall, within five (5) days after written demand therefor, as
applicable, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to
its original amount, and Tenant’s failure to do such shall be a material breach of this Lease,
without any additional cure period hereunder. Landlord shall not be responsible for keeping any
Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on
either. If Tenant shall fully and faithfully perform every provision of this Lease to be performed
by it, the Security Deposit shall be returned to Tenant (or at Landlord’s option to the last
permitted assignee of Tenant’s interest hereunder) within thirty (30) days after the expiration of
the Term and Tenant’s vacation of the Premises. Landlord shall deliver the Security Deposit to the
purchaser of Landlord’s interest in the Premises, in the event that such interest is sold, and
thereupon Landlord shall be discharged from any further liability with respect to same. Tenant
hereby agrees not to look to any mortgagee as mortgagee, mortgagee in possession, or successor in
title to the Premises for any Security Deposit required by Tenant hereunder, unless such items have
actually been received by said mortgagee as security for Tenant’s performance of this Lease.
Nothing herein shall be construed to limit the amount of damages recoverable by Landlord or any
other remedy to the Security Deposit.



     20. INTENTIONALLY OMITTED.



     21. ESTOPPEL CERTIFICATE. Tenant agrees that, from time to time upon not less than
ten (10) days’ prior request by Landlord, Tenant shall execute and deliver to Landlord a written
certificate certifying: (i) that this Lease is unmodified and in full force and effect (or if
there have been modifications, a description of such modifications and that this Lease as modified
is in full force and effect); (ii) the dates to which Rent has been paid and the amount of
Percentage Rent currently being paid by Tenant; (iii) that Tenant is in possession of the Premises,
if that is the case; (iv) that Landlord is not in default under this Lease, or, if Tenant believes
Landlord is in default, the nature thereof in detail; (v) that Tenant has no off-sets or defenses
to the performance of its obligations under this Lease (or if Tenant believes there are any
off-sets or defenses, a full and complete explanation thereof); and (vi) such additional matters as
may be requested by Landlord, it being agreed that such certificate may be relied upon




22











 




by any prospective purchaser, mortgagee, or other person having or acquiring an interest in the
Building. If Tenant fails to execute and deliver any such certificate within ten (10) days after
request, Tenant shall be deemed to have irrevocably appointed Landlord and Landlord’s beneficiaries
as Tenant’s attorneys-in-fact to execute and deliver such certificate in Tenant’s name.




     22. SUBORDINATION. This Lease is and shall be expressly subject and subordinate at
all times to (i) any ground or underlying lease or master lease of the Building, now or hereafter
existing, and all amendments, renewals and modifications to any such lease; and (ii) the lien of
any mortgage or trust deed now or hereafter encumbering fee title to the Building and/or the
leasehold estate under any such lease, and all amendments, renewals and modifications to any such
mortgage or trust deed. If any such mortgage or trust deed is foreclosed, or if any such lease is
terminated, upon request of the mortgagee, holder or lessor, as the case may be, Tenant will attorn
to the purchaser at the foreclosure sale or to the lessor under such lease, as the case may be.
The foregoing provisions are declared to be self-operative and no further instruments shall be
required to effect such subordination and/or attornment; provided, however, that Tenant agrees upon
request by any such mortgagee, holder, lessor or purchaser at foreclosure, to execute and deliver
such subordination and/or attornment instruments as may be required by such person to confirm such
subordination and/or attornment. If Tenant fails to execute and deliver any such instrument within
ten (10) days after request, Tenant shall be deemed to have irrevocably appointed Landlord and
Landlord’s beneficiaries as Tenant’s attorneys-in-fact to execute and deliver such instrument in
Tenant’s name.



     23. QUIET ENJOYMENT. As long as no Default exists, Tenant shall peacefully and
quietly have and enjoy the Premises for the Term, free from interference by Landlord, subject,
however, to the provisions of this Lease. The loss or reduction of Tenant’s light, air or view
will not be deemed a disturbance of Tenant’s occupancy of the Premises nor will it affect Tenant’s
obligations under this Lease or create any liability of Landlord to Tenant.



     24. BROKER. Tenant represents to Landlord that Tenant has dealt only with the brokers
set forth in Item 12 of the Schedule (collectively, the “Broker”) in connection with this Lease and
that, insofar as Tenant knows, no other broker negotiated this Lease or is entitled to any
commission in connection herewith. Tenant agrees to indemnify, defend and hold Landlord harmless
from and against any claims for a fee or commission made by any broker, other than the Broker,
claiming to have acted by or on behalf of Tenant in connection with this Lease. Landlord agrees to
pay the Broker a commission in accordance with a separate agreement between Landlord and the
Broker.



     25. NOTICES. All notices and demands to be given by one party to the other party
under this Lease shall be given in writing, mailed or delivered to Landlord or Tenant, as the case
may be, at the following addresses:



	 	 	 	 	 	 	 
	 	 	If to Landlord:	 	Buckingham Master Tenant, LLC
	 	 	 	 	c/o Brownstone/Van Buren
	 	 	 	 	10 S. Riverside Plaza
	 	 	 	 	Suite 1830
	 	 	 	 	Chicago, Illinois 60606






23









 






	 	 	 	 	 	 	 
	 	 	 	 	Attention: David Dewey
	 
	 	 	 	 	 	 
	 	 	with a copy to:	 	Buckingham Master Tenant, LLC
	 	 	 	 	c/o Van Buren Fund Development, LLC
	 	 	 	 	10 S. Riverside Plaza
	 	 	 	 	Suite 1830
	 	 	 	 	Chicago, Illinois 60606
	 	 	 	 	Attention: Gerry V. Curciarello
	 
	 	 	 	 	 	 
	 	 	with a copy to:	 	DLA Piper US LLP
	 	 	 	 	203 North LaSalle Street, Suite 1900
	 	 	 	 	Chicago, Illinois 60601
	 	 	 	 	Attention: Mark D. Yura
	 
	 	 	 	 	 	 
	 	 	If to Tenant:	 	Midwest Bank and Trust Co.
	 	 	 	 	501 West North Avenue
	 	 	 	 	Melrose Park, Illinois 60160
	 

	 	 	 	Attention:
	 	Bruno Costa
	 

	 	 	 	 	 	Executive Vice President
	 

	 	 	 	 	 	Chief Operations and
	 

	 	 	 	 	 	Technology Officer





Landlord and Tenant may change their notice addresses by delivering written notice thereof to the
other party in accordance with the notice provisions contained in this Section 25. Notices shall
be delivered by hand or by United States certified or registered mail, postage prepaid, return
receipt requested, or by a nationally recognized overnight air courier service. Notices shall be
considered to have been given (i) in the event of hand delivery, upon actual receipt; (ii) in the
event of mailing, two business days after posting in the United States mail; and (iii) and in the
event of overnight air courier service, one business day after deposit with such service.




     26. BASE BUILDING; TENANT IMPROVEMENTS.



     A. Landlord’s Work. Landlord, at its sole cost and expense, shall complete or has
completed the work described and identified on Exhibit E attached to this Lease
(“Landlord’s Work”).



     B. Substantially Complete. Landlord agrees to use reasonable efforts to Substantially
Complete the Landlord’s Work, if not already complete, on or before the Turnover Date described in
Section 1 hereof, subject to extension for Force Majeure (as hereinafter defined).




     (i) “Force Majeure” means any of the following: (A) war, enemy action, civil
commotion, riots, acts of terrorism or national emergency Presidential order; (B) national
defense pre-emption of necessary materials; (C) governmental or municipal



24









 







laws, moratoria, restrictions, delays, failure to act or issue approvals, permits or
licenses which are generally applicable to comparable projects in the downtown Chicago,
Illinois area or which are not issued within customary time periods; (D) utility company
requirements, actions or failure to act or issue approvals, permits or licenses which are
generally applicable to comparable projects in downtown Chicago, Illinois or which are not
issued within customary time periods; (E) strikes or other labor work stoppages; (F) acts of
God; (G) other delays beyond Landlord’s reasonable control; or (H) Tenant Delay.




     (ii) “Tenant Delay” means (1) delay caused by any default by Tenant or its
agents in Tenant’s obligations under this Lease, (2) delays caused by Tenant’s access to the
Premises (including access by Tenant’s agents, contractors, architects, space planners,
brokers, or consultants) prior to the Commencement Date, or (3) any other delay of any kind
or nature caused by Tenant (including its agents, contractors, architects, space planners,
brokers or consultants).




     (iii) “Substantial Completion” or “Substantially Complete” or “Substantially
Completed” shall mean that the Landlord’s Work has been completed except for such minor,
insubstantial details of construction, decoration or mechanical adjustments as would not
materially interfere with the use of the Building as a residential apartment building, with
ancillary retail space thereat. If Substantial Completion is delayed in whole or in part by
any Tenant Delay, then Substantial Completion shall be deemed to have occurred as of such
date as the Base Building Work would have been so completed but for such Tenant Delay.
Substantial Completion shall be conclusively evidenced by a certificate of Landlord’s
architect.



     C. Tenant’s Improvements. Landlord shall use good faith efforts to deliver possession
of the Premises to Tenant on or before the Projected Turnover Date described in the Schedule with
Landlord’s Work within the Premises being completed to the extent required in order for Tenant to
commence and proceed with the Tenant’s Work (hereinafter defined) in an orderly progression,
without material interference or delay on account of the non-completion of various components of
Landlord’s Work within the Premises, all subject to extension for Force Majeure. The date Landlord
actually tenders possession of the Premises to Tenant in such condition as described in the
preceding sentence is herein referred to as the “Turnover Date”. Failure of the Turnover Date to
occur on or before the Projected Turnover Date shall be subject to the terms of Section 1 above.



     Subject to the provisions of Section 26.D. below, Tenant shall, at its sole cost and expense,
perform the “Tenant’s Work” (as defined in the Workletter), subject to and in accordance with the
provisions of this Lease, including, without limitation, the provisions of the Workletter attached
hereto.



     D. Early Occupancy. Any occupancy by Tenant of all or any portion of the Premises
prior to the Commencement Date shall be upon all of the terms and conditions set forth in this
Lease (including, without limitation, the Workletter attached hereto), except that Tenant shall not
be obligated to pay any Minimum Rent, Adjustment Rent or Tenant’s Exterior CAM Expenses for any
period prior to the Commencement Date hereof; further, except as may be expressly stated in the
Workletter and notwithstanding anything herein to the contrary, Landlord



25









 







shall not be obligated to perform any Building services prior to the last to occur of (a)
Tenant’s completion of the Tenant’s Work and Tenant’s request for Landlord to begin furnishing such
services, and (b) the Commencement Date hereunder.



     27. MISCELLANEOUS.



     A. Successors and Assigns. Subject to Section 15 of this Lease, each provision of
this Lease shall extend to, bind and inure to the benefit of Landlord and Tenant and their
respective legal representatives, successors and assigns; and all references herein to Landlord and
Tenant shall be deemed to include all such parties.



     B. Entire Agreement. This Lease, and the riders and exhibits, if any, attached hereto
which are hereby made a part of this Lease, represent the complete agreement between Landlord and
Tenant; and Landlord has made no representations or warranties except as expressly set forth in
this Lease. No modification or amendment of or waiver under this Lease shall be binding upon
Landlord or Tenant unless in writing signed by Landlord and Tenant.



     C. Time of Essence. Time is of the essence of this Lease and each and all of its
provisions.



     D. Execution and Delivery. Submission of this instrument for examination or signature
by Tenant does not constitute a reservation of space or an option for lease, and it is not
effective until execution and delivery by both Landlord and Tenant. Execution and delivery of this
Lease by Tenant to Landlord shall constitute an irrevocable offer by Tenant to lease the Premises
on the terms and conditions set forth herein, which offer may not be revoked for thirty (30) days
after such delivery. Tenant represents and warrants to Landlord, and agrees, that this Lease is
binding upon Tenant and each individual executing this Lease on behalf of Tenant is authorized to
do so on behalf of Tenant. Landlord represents and warrants to Tenant, and agrees, that this Lease
is binding upon Landlord and each individual executing this Lease on behalf of Landlord is
authorized to do so on behalf of Landlord.



     E. Severability. The invalidity or unenforceability of any provision of this Lease
shall not affect or impair any other provisions.



     F. Governing Law. This Lease shall be governed by and construed in accordance with
the laws of the State of Illinois.



     G. Attorneys’ Fees. If Landlord retains an attorney or institutes legal proceedings
due to Tenant’s failure to pay Rent when due, then Tenant shall be required to pay Additional Rent
in an amount equal to the reasonable attorneys’ fees and costs actually incurred by Landlord in
connection therewith. Notwithstanding the foregoing, in any action or proceeding between Landlord
and Tenant, including any appellate or alternative dispute resolution proceeding, the prevailing
party shall be entitled to recover from the non-prevailing party all of its costs and expenses in
connection therewith, including, but not limited to, reasonable attorneys’ fees actually incurred.



     H. Delay in Possession. In no event shall Landlord be liable to Tenant if Landlord is
unable to deliver possession of the Premises to Tenant on the Projected Turnover Date. If



26









 







Landlord is unable to deliver possession of the Premises to Tenant by the Projected Turnover
Date, the Commencement Date may be deferred as described in Section 1.A. hereof.



     I. Joint and Several Liability. If Tenant is comprised of more than one party, each
such party shall be jointly and severally liable for Tenant’s obligations under this Lease.



     J. Force Majeure. Landlord shall not be in default hereunder and Tenant shall not be
excused from performing any of its obligations hereunder if Landlord is prevented from performing
any of its obligations hereunder due to any accident, breakage, strike, shortage of materials, acts
of God or other causes beyond Landlord’s reasonable control.



     K. Intentionally Omitted.



     L. Captions. The headings and titles in this Lease are for convenience only and shall
have no effect upon the construction or interpretation of this Lease.



     M. No Waiver. No receipt of money by Landlord from Tenant after termination of this
Lease or after the service of any notice or after the commencing of any suit or after final
judgment for possession of the Premises shall renew, reinstate, continue or extend the Term or
affect any such notice or suit. No waiver of any default of Tenant shall be implied from any
omission by Landlord to take any action on account of such default if such default persists or be
repeated, and no express waiver shall affect any default other than the default specified in the
express waiver and then only for the time and to the extent therein stated.



     N. Landlord. The term “Landlord” as used in this Lease means only the owner of
Landlord’s interest in the Premises from time to time. In the event of any assignment, conveyance
or sale, once or successively, of Landlord’s interest in the Premises and assignment of this Lease
by Landlord, said Landlord making such assignment, conveyance or sale shall be and hereby is
entirely freed and relieved of all covenants and obligations of Landlord hereunder accruing after
such assignment, conveyance or sale, and Tenant agrees to look solely to such assignee, grantee or
purchaser with respect thereto. The holder of a mortgage on the Building shall not be deemed such
an assignee, grantee or purchaser under this Section 27.N unless and until the foreclosure of the
mortgage or the conveyance or transfer of Landlord’s interest under this Lease in lieu of
foreclosure, and then subject to the provisions of Section 22 hereof. This Lease shall not be
affected by any such assignment, conveyance or sale, and Tenant agrees to attorn to the assignee,
grantee or purchaser.



     O. No Recording. Tenant shall not record this Lease or a memorandum of this Lease in
any official records.



     P. Relation of Parties. It is the intention of this Lease to create the relation
between the parties hereto of landlord and tenant and no other relation whatsoever, and nothing
contained in this Lease (including, without limitation, the method of determining Rent) shall be
construed to make the parties hereto partners or joint venturers or to render either party hereto
liable for any of the debts or obligations of the other party.



     Q. Limitation of Liability. Any liability of Landlord under this Lease shall be
limited solely to its interest in the Building, and in no event shall any personal liability be



27









 







asserted against Landlord in connection with this Lease nor shall any recourse be had to any
other property or assets of Landlord.



THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.




28









 








     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first
above written.



	 	 	 	 	 
	 	TENANT:



MIDWEST BANK AND TRUST CO.,

an Illinois banking corporation

 	 
	 	By:  	 	 
	 	 	Bruno Costa 	 
	 	 	Title: 	Executive Vice President
Chief Operations and Technology Officer 	 
	 
	 	LANDLORD:



BUCKINGHAM MASTER TENANT, LLC, an Illinois limited liability company

 	 
	 	By:  	Van Buren/Wabash, LLC, its             managing member
 	 
	 
	 	By:  	         Van Buren Fund Development, LLC, its managing member 	 
	 
	 	By:  	
 	 
	 	 	Name:  	Gerry V. Curciarello 	 
	 	 	Its:       Co-Manager 	 



29









 






	 	 	 	 	 



EXHIBIT A




LEGAL DESCRIPTION



LOTS 4, 5, 6 AND 7, THAT PART OF LOTS 3, 8 AND 9, AND THAT PART OF A STRIP OF LAND LYING NORTH OF
LOT 8 AND SOUTH OF LOTS 3, 4, 5, 6, AND 7, AFORESAID, IN ASSESSOR’S DIVISION OF LOTS 1, 2, 3, 4, 5,
AND 8 IN BLOCK 9 IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL
MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:



BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 7 IN ASSESSOR’S DIVISION OF LOTS 1, 2, 3, 4, 5, AND 8
IN BLOCK 9, SAID POINT BEING ALSO IN THE SOUTH LINE OF EAST VAN BUREN STREET;



THENCE WEST ALONG SAW SOUTH LINE OF EAST VAN BUREN STREET, A DISTANCE OF 92.27 FEET, TO A POINT IN
A LINE 0.70 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF LOT 3 IN SAID ASSESSOR’S DIVISION OF
LOTS 1, 2, 3, 4, 5, AND 8 IN BLOCK 9;



THENCE SOUTH ALONG SAID PARALLEL LINE AND THE SOUTHERLY EXTENSION THEREOF, A DISTANCE OF 140.93
FEET, TO A POINT IN THE SOUTH LINE OF THE NORTH 6.8 FEET OF SAID LOT 9;



THENCE EAST ALONG SAID SOUTH LINE OF THE NORTH 6.8 FEET OF LOT 9, A DISTANCE OF 92.28 FEET, TO A
POINT IN THE WEST LINE OF AN 18-FOOT WIDE ALLEY EAST OF SOUTH WABASH AVENUE;



THENCE NORTH ALONG SAID WEST LINE OF AN 18-FOOT WIDE ALLEY EAST OF SOUTH WABASH AVENUE, A DISTANCE
OF 140.87 FEET, TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.




Common Address: 59 and 61 E. Van Buren Street, Chicago, Illinois





A-1









 








EXHIBIT A-1




RETAIL SPACE FLOOR PLAN










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EXHIBIT B




TENANT WORKLETTER




     THIS TENANT WORKLETTER is hereby incorporated as part of that certain 61-B East Van Buren
Street Retail Lease (“Lease”) made and entered into by and between BUCKINGHAM MASTER TENANT, LLC,
an Illinois limited liability company (“Landlord”), and MIDWEST BANK AND TRUST CO., an Illinois
banking corporation (“Tenant”).



WITNESSETH:




     WHEREAS, Landlord and Tenant are hereby entering into the above-described Lease to which this
Workletter is being attached, which Lease demises certain Premises (as defined in the Lease; all
capitalized terms used but not otherwise defined herein shall have the meaning as set forth in the
Lease) in the building known or to be known as 61-B East Van Buren Street, Chicago, Illinois (the
“Building”); and



     WHEREAS, certain tenant improvement work is to be completed on the Premises;



     NOW, THEREFORE, for and in consideration of the agreement to lease the Premises and pay rent
and the mutual covenants contained herein, the parties agree as follows:



     1. TENANT’S WORK. Tenant, at its sole cost and expense, shall perform, or cause to be
performed, the work (the “Tenant’s Work”) in the Premises provided for in the Approved Plans (as
defined in Paragraph 2 hereof). Subject to Tenant’s satisfaction of the conditions specified in
this Workletter, Tenant shall be entitled to Landlord’s Contribution (as defined in Paragraph 8(b)
below).



     2. PRE-CONSTRUCTION ACTIVITIES.



     (a) On or before the date Tenant commences its construction, Tenant shall submit the following
information and items to Landlord for Landlord’s review and approval:




     (i) A detailed critical path construction schedule containing the major components of
the Tenant’s Work and the time required for each, including the scheduled commencement date
of construction of the Tenant’s Work, milestone dates and the estimated date of completion
of construction.




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




     (iii) Evidence satisfactory to Landlord in all aspects of Tenant’s ability to pay the
cost of the Tenant’s Work as and when payments become due.




     (iv) The names and addresses of Tenant’s architect (“Tenant’s Architect”) and of the
contractors (and said contractors’ subcontractors) and materialmen to be engaged by Tenant
for the Tenant’s Work (individually a “Tenant Contractor” and collectively



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“Tenant’s Contractors”). All Tenant’s Contractors must be licensed and approved to
perform work in the City of Chicago. Landlord has the right to approve or disapprove
Tenant’s Architect and Tenant’s Contractors, which approval shall not be unreasonably
withheld or delayed, and to designate and/or approve the engineer to be engaged to prepare
engineering plans and specifications (if applicable) for the Tenant’s Work.




     (v) 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.




     (vi) Payment and performance bonds for all of Tenant’s Contractors naming Landlord (or
an agent, designee or representative appointed by Landlord’s written notice to Tenant given
prior to Tenant’s procurement of paid bonds) as a dual obligee.




     (vii) The Plans (as hereinafter defined) for the Tenant’s Work, which Plans shall be
subject to Landlord’s approval in accordance with Paragraph 2(b) below.


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. As used herein, the term “Plans” shall mean the full and
detailed architectural and engineering plans and specifications covering the Tenant’s Work
(including, without limitation, architectural, mechanical and electrical working drawings for the
Tenant’s Work). The Plans shall be subject to Landlord’s approval and the approval of all local
governmental authorities requiring approval of the Tenant’s Work and/or the Approved Plans.
Landlord shall give its approval or disapproval (giving general reasons in case of disapproval) of
the Plans within fifteen (15) 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 Tenant’s 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
Tenant’s Work as shown on the Plans might impair Landlord’s ability to furnish services to Tenant
or other tenants; the Tenant’s Work would increase the cost of operating the Building; the Tenant’s
Work would violate any governmental laws, rules or ordinances (or interpretations thereof); the
Tenant’s Work contains or uses hazardous or toxic materials or substances; the Tenant’s Work would
adversely affect the appearance of the Building; the Tenant’s Work might adversely affect another
tenant’s premises; or the Tenant’s Work is prohibited by any mortgage or trust deed encumbering the
Building. 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.
If Landlord notifies Tenant that changes are required to the final Plans submitted by Tenant,
Tenant shall, within three (3) business days thereafter, submit to Landlord, for its approval, the
Plans amended in accordance with the changes so required. The Plans shall also be revised, and the
Tenant’s Work shall be changed, all at Tenant’s cost and expense, 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



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(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 or
Tenant’s intended use of the Premises.




     (c) No Tenant’s Work shall be undertaken or commenced by Tenant in the Premises until (i)
Tenant has delivered, and Landlord has approved, all items set forth in Paragraph 2(a) above, (ii)
all necessary building permits have been applied for and obtained by Tenant with copies delivered
to Landlord within three (3) business days of issuance by a governmental authority with
jurisdiction over the work described in such permit, and (iii) proper provision satisfactory to
Landlord has been made by Tenant for payment in full of the cost of the Tenant’s Work.



     3. DELAYS. In the event Tenant fails to deliver or deliver in sufficient and accurate
detail the information required under Paragraph 2 above on or before the respective dates specified
in said Paragraph 2, or in the event Tenant, for any reason, fails to complete the Tenant’s Work on
or before the Commencement Date, Tenant shall be responsible for Rent and all other obligations set
forth in the Lease from the Commencement Date regardless of the degree of completion of the
Tenant’s Work on such date, and no such delay in completion of the Tenant’s Work shall relieve
Tenant of any of its obligations under the Lease.



     4. CHARGES AND FEES. Tenant shall pay Landlord a supervisory fee (the “Supervisory
Fee”) in an amount equal to $3,500.00 to defray Landlord’s administrative and overhead expenses
incurred to review the Plans and coordinate with Tenant’s on-site project manager the staging and
progress of the Tenant’s Work. The Supervisory Fee shall not include any professional fees for
engineering services conducted by third party professionals or service firms required as a result
of the impact of Tenant’s Work on the Building and Building systems, which fees Tenant shall
reimburse to Landlord.



     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 Tenant’s Work.
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 of the Lease or the Rent and other obligations therein set
forth. All increases in the cost of the Tenant’s Work resulting from such change orders shall be
borne by Tenant.



     6. STANDARDS OF DESIGN AND CONSTRUCTION AND CONDITIONS OF TENANT’S PERFORMANCE. All
work done in or upon the 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 Tenant’s Work shall comply
with all applicable statutes, ordinances, regulations, laws, codes and industry standards,
including, but not limited to, requirements of Landlord’s fire insurance underwriters.



     (b) Tenant shall, at its own cost and expense, obtain all required building permits and
occupancy permits. Tenant’s failure to obtain such permits shall not cause a delay in the



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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 Tenant’s 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) Landlord shall have the right, but not the obligation, to perform, on behalf of and for
the account of Tenant, subject to reimbursement by Tenant, any work which pertains to patching of
the Work and other work in the Building, or which otherwise affects Building structure or systems.



     (e) Tenant shall use only new, first-class materials in the Tenant’s Work, except where
explicitly shown in the Approved Plans. All Tenant’s 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 Tenant’s Work against defects in workmanship and materials on all work performed
and equipment installed in the Premises as part of the Tenant’s Work.



     (f) Tenant and Tenant’s Contractors shall make all efforts, and take all steps appropriate to
assure that all construction activities undertaken comport with the reasonable expectations of all
tenants and other occupants of a fully-occupied (or substantially fully occupied) first-class
residential apartment building (containing retail components therein) and do not unreasonably
interfere with the operation of the Building or with other tenants and occupants of the Building.
In any event, Tenant and Tenant’s Contractors shall comply with all reasonable construction 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 Tenant’s Work and to properly police and
secure same. Construction equipment and materials are to be kept within the Premises and delivery
and loading of equipment and materials shall be done at such locations and at such time as Landlord
shall direct so as not to burden the construction or operation of the Building. If and as required
by Landlord, the Premises shall be sealed off from the balance of the floor containing the Premises
so as to minimize the dispersal of dirt, debris and noise.



     (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. No such action by Landlord in connection
with any other Contractors shall delay the Commencement Date or the obligation to pay Rent or any
other obligations therein set forth in the Lease.



     (h) Utility costs or charges for any service (including, without limitation, HVAC, hoisting or
freight elevator and the like) to the Premises shall be the responsibility of Tenant from the date
Tenant is obligated to commence or commences the Tenant’s Work and shall be paid for by Tenant at
Landlord’s standard rates then in effect. Landlord has applied for, paid for, and installed all
utility meters required. 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 Workletter. All use of freight elevators is subject to scheduling by



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Landlord and the rules and regulations of the Building. Tenant shall arrange and pay for
removal of construction debris and shall not place debris in the Building’s waste containers. If
required by Landlord, Tenant shall sort and separate its waste and debris for recycling and/or
environmental law compliance purposes.



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



     (j) Tenant shall proceed with the Tenant’s Work expeditiously, continuously and efficiently,
and shall use its best efforts to complete the same on or before the Commencement Date. Tenant
shall notify Landlord upon completion of the Tenant’s Work and shall furnish Landlord and
Landlord’s title insurance company with such further documentation as may be necessary under
Paragraphs 8 and 9 below.



     (k) Tenant shall have no authority to deviate from the Approved Plans in performance of the
Tenant’s Work, except as authorized by Landlord and its designated representative in writing.
Tenant shall furnish to Landlord “as-built” drawings of the Tenant’s Work within thirty (30) days
after completion of the Tenant’s Work.



     (l) Upon twenty-four (24) hours prior notice (or less in the event of emergency), 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 Premises, using
contractors licensed in the City of Chicago, and in reasonable coordination with Tenant so as to
minimize the effect of and on Tenant’s security system, and shall also have the right to access,
repair, alter, replace or remove the same, and to require Tenant to install and maintain proper
access panels thereto.



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



     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 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 $1,000,000.00, or such higher amounts as may be required from time to time by any
Employee Benefit Acts or other statutes applicable where the Tenant’s 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 Contractors’ Protective
Liability) in an amount not less than $2,000,000.00 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



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with umbrella coverage with limits not less than $5,000,000.00. 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 $2,000,000.00 for each person in one accident, and $2,000,000.00 for
injuries sustained by two or more persons in any one accident and property damage liability
in an amount not less than $2,000,000.00 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.




     (iv) “All-risk” builder’s risk insurance upon the entire Tenant’s 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 Tenant’s 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 Tenant’s 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 Tenant’s
Work. Any loss insured under said “all-risk” builder’s risk insurance is to be adjusted
with Landlord and Tenant and made payable to Landlord, as trustee for the insureds, as their
interests may appear.


All policies (except the worker’s compensation policy) shall be endorsed to include as additional
insured parties the parties listed on, 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, and such additional persons as Landlord may
designate. The waiver of subrogation provisions contained in the Lease shall apply to all
insurance policies (except the worker’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,



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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 Tenant’s Work or
the entry of Tenant or Tenant’s Contractors into the Building and the Premises, including, without
limitation, mechanics’ liens, the cost of any repairs to the Premises or Building necessitated by
activities of Tenant or Tenant’s Contractors, bodily injury to persons 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 completion of Tenant’s Work, Tenant shall furnish Landlord with full and final
waivers of lien and contractors’ affidavits and sworn statements, in such form as may be required
by Landlord, Landlord’s title insurance company and any holder of a mortgage on the Building, from
all parties performing labor or supplying materials or services in connection with Tenant’s Work
showing that all of said parties have been compensated in full and waiving all liens in connection
with Tenant’s Work, the Premises and Building. Tenant shall submit to Landlord a detailed
breakdown of Tenant’s total construction costs, together with such evidence of payment as is
reasonably satisfactory to Landlord.



     (b) Upon completion of Tenant’s Work and Tenant’s satisfaction of all requirements set forth
in this Workletter, Landlord shall make a dollar contribution in the amount of $186,600.00
(“Landlord’s Contribution”) (which is approximately $40.00 per rentable square foot of rentable
area of the Premises) to pay or reimburse Tenant to the extent thereof for the cost of the Work.
If the cost of Tenant’s Work exceeds Landlord’s Contribution, Tenant shall have sole responsibility
for the payment of such excess cost. If the cost of Tenant’s Work is less than Landlord’s
Contribution, Tenant shall not be entitled to any payment or credit for such excess amount. As
used herein, “cost of Tenant’s Work” shall include without limitation, (a) the cost of all labor
and materials, (b) contractors’ overhead and profit, (c) Landlord’s Supervisory Fee, (d) all
architectural, engineering and space planning fees paid or incurred by Landlord or Tenant in
connection with Tenant’s Work and the preparation of the Plans and (e) all other costs and expenses
to be paid by Tenant pursuant to this Workletter. Notwithstanding anything herein to the contrary,
Landlord may deduct from Landlord’s Contribution the Supervisory Fee before disbursing any other
portion of Landlord’s Contribution, if not previously paid by Tenant.



     (c) There shall be no extension of the Commencement Date if Tenant’s Work has not been
substantially completed on such date for any reason, including without limitation:




(i) the failure of Tenant to timely furnish the Plans, or revised Plans, under
Paragraph 1;




(ii) changes in Tenant’s Work or the Plans requested by Tenant;




(iii) Tenant’s requirements for special work or materials, finishes, or
installations other than Landlord’s standard building materials;



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(iv) the performance of any other work in the Premises by any person, firm or
corporation employed by or on behalf of Tenant, or any failure to complete or delay
in completion of such work; or




(vi) any other act or omission or delay of Tenant, its agents, contractors, Tenant’s
Architect, or persons employed by any of such persons delaying substantial
completion of Tenant’s Work.



     9. MISCELLANEOUS.



     (a) If the Plans for the Tenant’s Work require the construction and installation of more fire
hose cabinets; or fire sprinkler system or fire communication system modifications or
telephone/electrical closets than the number regularly provided by Landlord in the core of the
Building in which the Premises are located, Tenant agrees to pay all costs and expenses arising
from the construction and installation of such additional fire hose cabinets, fire safety system
modifications or telephone/electrical closets.



     (b) Time is of the essence of this Workletter.



     (c) If Tenant fails to make any payment relating to the Tenant’s Work as required hereunder,
Landlord, at its option, may complete the Tenant’s 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.



     (d) Notices under this Workletter 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 (including, without limitation, the Lease) shall be
limited to and enforceable solely against Landlord’s interest in the Building.



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



     (g) This Workletter sets forth the entire agreement of Tenant and Landlord regarding the
Tenant’s Work. This Workletter may only be amended if in writing, duly executed by both Landlord
and Tenant.



     (h) All amounts due from Tenant hereunder shall be deemed to be Rent due under the Lease.



     10. ON-SITE PROJECT MANAGER.



     As a condition of Tenant’s right to commence and perform the Work, Tenant shall engage the
services of an on-site project manager approved in advance by and reasonably acceptable to
Landlord, who will be charged with the task of performing daily supervision of the Work. Such



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on-site manager shall be familiar with all rules and regulations and procedures of the Building and
all personnel of the Building engaged directly or indirectly in the management, operation and
construction of the Building. Such on-site project manager shall be accountable and responsible to
Tenant and to Landlord and, where necessary, shall serve as a liaison between Landlord and Tenant
with respect to the Tenant’s Work. The entire cost and expense of the on-site project manager
shall be borne and paid for by Tenant (subject to Tenant’s right to use all or any part of
Landlord’s Contribution to reimburse Tenant for the same).



     11. DESIGNATED REPRESENTATIVES; COOPERATION.



     (a) Landlord and Tenant shall each appoint one qualified and readily available representative
with the authority to give and receive notices, other materials and information relating to the
Tenant’s Work, and approvals under this Workletter. Initially, Landlord’s representative shall be
Edmund Sadleir, whose address is c/o L & H Real Estate Group, 10 S. Riverside Plaza, Suite 1830,
Chicago, Illinois 60606 and whose telephone number is 312-780-1939, and Tenant’s representatives
shall be Rich Dale of Studley, Inc. whose telephone number is (312) 595-2938 or Rick Chaussey of
Midwest Bank whose phone number is (708) 498-2026.



     (b) Tenant and Landlord agree to make their respective architects and engineers available to
the other to answer questions and provide clarifications and additional information as is
reasonable for the timely progress and completion of the Tenant’s Work.



[END OF WORKLETTER PROVISIONS]





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EXHIBIT C




SIGNS AND DISPLAY WINDOWS




     Tenant accepts and understands that the Building is a registered landmark of the City of
Chicago and is on the National Register of Historic Places. Accordingly, Tenant agrees that its
right to install signage consistent with the design of its other branch banks is subject to the
review, approval, and permitting of Landmarks Illinois and the City of Chicago and any other
applicable state or national agencies with jurisdiction over the Building’s landmark status. After
initial installation of any signage, Tenant may not without Landlord’s consent change its signage
to conform to changes in its company sign program. Landlord will be reasonable in its review and
approval of such changes in signage so long as such signage is consistent in size, design and
quality with Tenant’s initial signage and such signage remains in accordance with all City, State
or Federal requirements and applicable codes applying to historic landmark structures.



     The sign criteria requirements set forth below shall apply to all signs attached by Tenant to
the interior or exterior of the Premises, subject in all instances to Landlord’s consent as
required by Section 3.F. of the Lease.



     (a) All signs shall be professionally prepared consistent with a first-class retail,
commercial and residential properties located in the downtown Chicago, Illinois metropolitan area,
and in no event shall paper signs be permitted.



     (b) There shall be no flashing, moving or audible signs.



     (c) There shall be no signs employing exposed raceways, exposed lamps, exposed neon tubs,
exposed ballast boxes, exposed wiring, exposed starters, or exposed transformers.



     (d) No lewd, obscene, pornographic or sexually suggestive text or graphics shall be permitted
on any sign.



     (e) The advertising or information content on the signs shall be limited to the retail name,
established logos, or the primary products or services sold, and, other than directional,
information or legally required signage, there shall be no other visual displays, advertisements or
promotions, such as laser displays and strobes.



     (f) No billboards or similar type of signage.



     (g) No handwritten signs shall be placed on the interior or exterior surfaces of glass panes
or doors. No more than twenty percent (20%) of the interior or exterior surfaces of glass panes or
doors shall be used for signs.



     (h) If Landlord approves or requires illuminated signs, Tenant shall keep the same and display
windows illuminated each day of the Term during the hours designated by Landlord from time to time;
in connection therewith, Tenant shall install a mechanical time clock.



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     (i) All display windows and signs shall be kept clean and in good condition and repair.



     (j) After the initial installation of Tenant’s storefront sign as approved in writing by
Landlord in accordance with these provisions and the Lease, Landlord reserves the right to require
from time to time that Tenant change or replace such sign in order to comply with any new sign
criteria developed by Landlord’, at Landlord’s expense.



     (k) Blinds, shades, drapes or other such items shall not be placed in or about the windows in
the Premises except to the extent, if any, that the character, shape, design, color, material and
make thereof is first approved by Landlord in writing.



     (l) Tenant acknowledges that all signage which is visible from the exterior of the Premises
may require the approval of third parties, including, but not limited to, Landmarks Illinois, the
City of Chicago, its Landmarks Division and other state or federal landmark review committees
having jurisdiction over the Building which approvals shall be the sole responsibility of Tenant.



     The term “sign” as used herein shall mean any sign, placard, picture, name, direction,
lettering, insignia or trademark, advertising material, advertising display, awning or other such
item.




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EXHIBIT D




RULES AND REGULATIONS




     1. Tenant shall not make any room-to-room canvas to solicit business from other residents,
occupants and/or tenants in the Building and shall not exhibit, sell or offer to sell, use, rent or
exchange any item or services in or from the Premises unless ordinarily included within Tenant’s
use of the Premises as specified in the Lease.



     2. Tenant shall not make any use of the Premises which may be dangerous to person or property
or which shall increase the cost of insurance or require additional insurance coverage.



     3. Tenant shall not paint, display, inscribe or affix any sign, picture, advertisement,
notice, lettering or direction or install any lights on any part of the outside or inside of the
Building, other than the Premises, and then not on any part of the inside of the Premises which can
be seen from outside the Premises, except as approved by Landlord in writing.



     4. Tenant shall not use the name of the Building in advertising or other publicity, except as
the address of its business, and shall not use pictures of the Building in advertising or
publicity, except as required in the Lease or as approved by Landlord.



     5. Tenant shall not obstruct or place objects on or in sidewalks, entrances, passages, courts,
corridors, vestibules, halls, elevators and stairways in and about the Building. Tenant shall not
place objects against glass partitions or doors or windows or adjacent to any open common space
which would be unsightly from the Building corridors or from the exterior of the Building.



     6. Bicycles shall not be permitted in the Building other than in locations designated by
Landlord.



     7. Tenant shall not allow any animals, other than seeing eye dogs, in the Premises or the
Building.



     8. Tenant shall not use, play or operate or permit to be used, played or operated any
sound-making or sound-reproducing or sound-amplification device in the Premises, except in such
manner and under such conditions such that no sound shall be heard outside of the Premises.



     9. Tenant shall not disturb other tenants or occupants of the Building make excessive noises,
cause disturbances, create excessive vibrations, odors or noxious fumes or use or operate any
electrical or electronic devices or other devices that emit excessive sound waves or are dangerous
to other tenants or occupants of the Building or that would interfere with the operation of any
device or equipment or radio or television broadcasting or reception from or within the Building or
elsewhere, and shall not place or install any projections, antennae, aerials or similar devices
outside of the Building or the Premises.



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     10. Tenant shall not waste electricity or water and shall cooperate fully with Landlord to
assure the most effective operation of the Building’s heating and air conditioning and shall
refrain from attempting to adjust any controls for the Building’s heating and air conditioning
system except for the controls and thermostats within the Premises. Tenant shall keep all doors to
the Premises closed.



     11. When the Lease is terminated, Tenant shall deliver all keys to Landlord and will provide
to Landlord the means of opening any safes, cabinets or vaults left in the Premises.



     12. Except as otherwise provided in the Lease, Tenant shall not install any signal,
communication, alarm or other utility or service system or equipment without the prior written
consent of Landlord.



     13. Tenant shall not use any draperies or other window coverings instead of or in addition to
the Building standard window coverings designated and approved by Landlord for exclusive use
throughout the Building.



     14. Landlord may require that all persons who enter or leave the Building (other than through
exterior doors directly accessing the Premises from the outside) identify themselves to watchmen,
by registration or otherwise. Landlord, however, shall have no responsibility or liability for any
theft, robbery or other crime in the Building. Tenant shall assume full responsibility for
protecting the Premises, including keeping all doors to the Premises locked after the close of
business.



     15. Tenant shall not overload floors; and Tenant shall obtain Landlord’s prior written
approval as to size, maximum weight, routing and location of business machines, safes, and heavy
objects. Tenant shall not install or operate machinery or any mechanical devices of a nature not
directly related to Tenant’s ordinary use of the Premises.



     16. In no event shall Tenant bring into the Building inflammables such as gasoline, kerosene,
naphtha and benzene, or explosives or firearms or any other articles of an intrinsically dangerous
nature. Any and all chemicals brought into the Premises shall be stored in proper containers or
fire-rated containers, as required by all laws and regulations or product guidelines.



     17. Furniture, equipment and other large articles may be brought into the Building or the
Premises only at the time and in the manner designated by Landlord. Tenant shall furnish Landlord
with a list of furniture, equipment and other large articles which are to be removed from the
Building, and Landlord may require permits before allowing anything to be moved in or out of the
Building. Movements of Tenant’s property into or out of the Building and within the Building are
entirely at the risk and responsibility of Tenant.



     18. Tenant shall notify Landlord, in advance, of any entity hired by Tenant to perform
janitorial work, interior window washing, cleaning, decorating or similar services in the Premises.



     19. Tenant shall not use the Premises for lodging or for any illegal purposes.



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     20. Tenant shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency.



     21. Tenant shall cooperate and participate in all reasonable security programs affecting the
Building.



     22. Tenant shall not loiter, eat, drink, sit or lie in the lobby or other public areas in the
Building. Tenant shall not go onto the roof of the Building or any other non-public areas of the
Building (except the Premises), and Landlord reserves all rights to control the public and
non-public areas of the Building. In no event shall Tenant have access to any electrical,
telephone, plumbing or other mechanical closets without Landlord’s prior written consent.



     23. Tenant shall not use the freight or passenger elevators, loading docks or receiving areas
of the Building except in accordance with regulations for their use established by Landlord.



     24. Tenant shall not dispose of any foreign substances in the toilets, urinals, sinks or other
washroom facilities, nor shall Tenant permit such items to be used other than for their intended
purposes; and Tenant shall be liable for all damage as a result of a violation of this rule.



     25. In no event shall Tenant allow its employees to use the public areas of the Building or
the Exterior Common Areas surrounding the Building (including, without limitation, the Premises) as
smoking areas.




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EXHIBIT E




LANDLORD’S WORK




Space shall be delivered as follows:




	•	 	Central building heat pump system stubbed to Premises.
	 
	•	 	Existing front entrance door, windows and storefront as well as existing rear entrance door
in place.
	 
	•	 	Exterior walls “as-is”
	 
	•	 	No ceiling or lighting
	 
	•	 	Existing concrete floor to remain
	 
	•	 	One (1) existing new 400 amp electrical service and panel as located within the rear of
the Premises and an installed individual electrical meter for recording the electricity use
solely for the Premises. Tenant agrees that Tenant shall at Tenant’s sole cost and expense
arrange to transfer the electrical meter and account into Tenant’s name following the Turnover
Date and before Tenant’s construction within the Premises commences.
	 
	•	 	A 2” water pipe will be provided to the rear of the Premises for connection by Tenant at
Tenant’s sole cost and expense. A checkmeter for use by Landlord and Tenant to equitable
apportion water usage by Tenant has been installed. Tenant acknowledges and agrees that
Tenant shall pay to Landlord as Rent Tenant’s fair share of water and sewer charges based upon
its check metered usage of same.
	 
	•	 	Multiple locations for Tenant’s connection of its own HVAC equipment to the Building’s heat
pump system for the heating and cooling of the Premises.
	 
	•	 	No gas lines or access to natural gas will be required by Tenant. [Tenant to confirm.]






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