HomeMy WebLinkAboutRes 11-85 04/03/1985
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RESOLUTION NO.
11-85
A RESOLUTION AUTHORIZING EXECUTION OF A
NON-DISTURBANCE AGREEI'-1ENT BETWEm~ ~vALGREEN CO.,
OAK PARK TRUST & SAVINGS BANK A~~D THE VILLAGE
OF MT. PROSPECT, ILLINOIS WITE RESPECT TO
WALGREEN'S ASSUMPTION OF A CERTAIN LEASE
AGREill1ENT IN THE MT. PROSPECT PLAZ~ SHOPPING CENTER
WHEREAS, this Village previously issued certain industrial
development revenue bonds with respect to improvements in
the Mount Prospect Plaza Shopping Center; the principal
. and interest on said bonds being paid pursuant to a Lease
Agreement with the K-Mart Corporation; and
WHEREAS, the K-Mart Corporation and Walgreen Co. and other
parties having an interest in the subject property have
agreed to allow Walgreen Co. to ass~~e the lease obligations
of K-Mart Corporation and to occupy the leased premises pre-
viously occupied by the K-Mart Corporation within the Mount
Prospect Plaza Shopping Center for the purpose of establishing
a 24 hour computerized data processing facility and office
complex; and
presented I
(a copy I
Resolution
WHEREAS, as part of this transaction there has been
to this Village a certain Non-Disturbance Agreement
of which is attached hereto and made a part of this
by reference); and
WHEREAS, it is deemed to be in the best interest of this
Village to execute said Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF
TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIk:
SECTION ONE: The Mayor and the Village Clerk are hereby
authorized and directed to execute the said Non-Disturbance
Agreement between this Village and ~1algreen Co. and the Oak
Park Trust & Savings Bank, and to affix thereon the seal of
this Village, and to forward copies of such Agreement to
those parties having an interest therein.
SECTION TWO: This Resolution shall be in full force and
effect from and after its passage a~d approval in the manner
provided by law.
PASSED and APPROVED this
3rd day of
April
, 1985.
AYES:
Arthur, Farley, Floras, Mu~auskis, Van Geem, Wattenber
NAYS:
None
ABSENT:
None
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t-1ayor 7
ATTEST:
4~J'-¿/~
lllage Clerk
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NON-DISTURBANCE AGREEMENT
THIS AGREEMENT. entered into as of. IJ fv L J. /1 g)' , by
and among WALGREEN CO., an Illinois corporation, ("~algreen"), the
VILLAGE OF MOUNT PROSPECT, ILLINOIS ("Issuer"), and OAK PARK TRUST &
SAVINGS BANK, AS TRUSTEE ("Trustee").
WHEREAS, K mart Corporation, a Michigan corporation, ("K mart") is
the named Tenant in that certain Lease Agreement, dated June 15, 1978,
as amended, (the "Lease"), covering certain land legally described on
Exhibit "A" attached hereto and made part hereof, situated in the
Village of Mt. Prospect, Cook County, Illinois, and certain improvements
constructed thereon ("demised premises") as required under the Lease,
and in which Maisel & Associates of Michigan (to all of whose right,
tItle and interest Maisel & Associates of Michigan Limited Partnership
has heretofore succeeded) (the "Landlord"), is the named landlord; and
WHEREAS, K mart desires to assign its right, title and interest
under the Lease to Walgreen; and
WHEREAS, Trustee is Mortgagee under that certain mortgage dated
April 1, 1981, between Maisel & Associates of Michigan, a general
partnership of Michigan, as Mortgagor, and the Village of Mount
Prospect, Illinois, an Illinois municipal corporation, (to all of whose
right, title and interest Trustee has heretofore succeeded), as
Mortgagee, and recorded April 23, 1981, in the Recorder's Office of
Cook County, Illinois, as Document No. LR-3,212,411, securing a certain
indebtedness in the amount of $2,600,000.00, covering the demised
premises; and
WHEREAS, Walgreen seeks assurance that should any party acquire
title or right of possession under or by virtue of said mortgage through
foreclosure, deed in lieu of foreclosure, or otherwise, such party shall
be bound by the Lease and by all of Tenant's rights thereunder provided
that Tenant is not in continued default, after notice, in the payment of
rents or otherwise under the terms of the attached Lease;
NOW, THEREFORE, in consideration of the mutual covenants and
promises herein contained and intending to be legally bound hereby, the
parties agree as follows:
1. Trustee and Issuer hereby consent to the assignment by K mart
to Walgreen of K mart's right, title and interest under the Lease.
2. Trustee and Issuer hereby consent to (1) Fourth Amendment to
Lease, a short-form copy of which is attached hereto and made part
hereof, and (2) Third Amendment to Ground Lease, modifying the Ground
Lease dated March 8, 1979, (as modified) between Cermak Plaza, Inc. (to
all of whose right, title and interest Mt. Prospect Plaza Associates, a
New York partnership, has heretofore succeeded), ~s Landlord, and
Maisel & Associates of Michigan, (to all of whose right, title and
interest Maisel & Associates Limited Partnprship, a Michigan limited
partnership, has heretofore succeeded), as Tenant, a short-form copy of
which is attached hereto and made part hereof.
(This instrument prepared by Michael E. Ross. 200 Wilmot Road,
Deerfield, Illinois)
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3. Walgreen shall use its best efforts to provide the Issuer and
the Trustee with a copy of each communication which Walgreen gives to
the Landlord pertaining to any matter of material significance or to any
default by any party under the Lease. Walgreen shall promptly notify
the Issuer and the Trustee of any default by the Landlord under the
Lease. Notwithstanding the foregoing, in the event of default by
Landlord under the Lease, Walgreen shall be entitled to exercise any of
its rights and remedies,against Landlord as permitted by law or under
the Lease, provided that Walgreen will not terminate the Lease as the
result of such default without having given Issuer and Trustee 90 days'
prior notice of its intention to so terminate.
4. Walgreen, Issuer and Trustee mutually agree that in the event
,the Trustee takes action to foreclose the mortgage and thereby divest
Landlord of possession to and in all if its right, title and interest in
the demised premises, then the Lease shall continue as a direct lease
between the Trustee, as Landlord, and Walgreen, as Tenant under all of
the terms, covenants and conditions contained in the Lease; and Walgreen
shall attorn to and recognize Trustee as its substitute Landlord, and
having thus attorned, Walgreen's possession shall not be disturbed by
Trustee so long as it shall continue to pay to Trustee the rental and
other charges under the Lease in the manner provided therein, and so
long as it shall otherwise perform the terms, covenants and conditions
to be performed by the Tenant under the Lease.
5. This Non-Disturbance Agreement shall not alter or modify any of
the rights, duties or obligations under that certain Disposition
Agreement ("Disposition Agreement") dated April 1, 1981, between K mart,
Issuer and Trustee, nor shall this Non-Disturbance Agreement be deemed
to be an assignment by K mart to Walgreen of K mart's right, title and
interest under the Disposition Agreement. The Disposition Agreement
shall remain a direct agreement between K mart, Issuer and Trustee, and
Walgreen shall incur no liability or acquire no rights, duties and
obligations pursuant to the Disposition Agreement, except as may be
provided in that certain Five Party Agreement dated I? f {( J f. .1 J,I q 3')' .
6. This Non-Disturbance Agreement shall not alter or modify any of
the rights, duties or obligations under that certain Guaranty Agreement
("Guaranty Agreement") executed by K mart on April 23, 1981, nor shall
this Non-Disturbance Agreement be deemed to be an assignment by K mart
to Walgreen (or a waiver by K mart) of K mart's rights, duties and
obligations under the Guaranty Agreement.
7. Walgreen shall indemnify and save harmless the Issuer and the
Trustee against all penalties, claims or demands of whatsoever nature
arising from Walgreen's use and/or occupancy of the demised premises,
except those which shall result, in whole or in part, directly or
indirectly, from the material default or sole negligence of the Issuer
or the Trustee, as the case may be.
8. The demised premises may be used as a 24-hour data processing
center/office complex with related facilities.
9. This Agreement shall run with the land and shall be binding
upon and inure to the benefit of Walgreen, its successors and assigns,
and the Issuer, the Trustee and the respective holders of the Bond.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed and attested under their s~als by their respectively duly
authorized officers as of the day and date first written above, but
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hereto, and
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MER:mnb: 705
the date of their respective acknowledgements attached~
delivered as of this "'3 (cO day:!-.f 11 f(U[ , 1982-.
""} \' f\WALGREEN CO. ("Walgreen")
an Illinois corporation
Witnesses:
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Witnesses:
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By 4~-
Vice President
Attest:
A~
VILLAGE OF MOUNT PROSPECT, ILLINOIS
("Issurer")
By
~.
t, Boar of Trustees
A~~y ~
AsaiotaRt ßeerctary ,
VI ¿. t-I} ~ (!, J- ¡f:f¿ I<
OAK PARK TRUST & SAVINGS BANK,
as Trustee
("Trustee")
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MER:mnb:705
STATE OF -L.L )
/ )ss.
COUNTY OF .Æ AJ/~ )
t. ~~~ ZP=&4 a Not=y Public, do hereby certify
that e ~ _v.-Lé~ , personally known to me to be the
Vice President of WALGREEN CO., an Illinois corporation, and personally
known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and
acknowledged that as such Vice President he signed and delivered the
said instrument as Vice President of said corporation, and caused the
corporate seal of said corporation to be affixed thereto, pursuant to
authority, given by the Board of Directors of said corporation, as their
free and voluntary act, and as the free and voluntary act and deed of
said corporation, for the uses and purposes therein set forth.
/1Given under my and and notarial seal, this ~~ day of
~/<::-- , 1985.
~Ÿ'GõmmrSS!O'ri Eipirês Jai 3D 1989
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My commission expires:
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STATE OF sf ( )
c£ )ss.
COUNTY OF ,0 (J Ie )
., ,)11 8: ;Jt '-, a Notary Public, do hereby certify
thatl ' , personally known to me to be the
President f the Board of Trustees of VILLAGE OF MOUNT PROSPECT,
ILLINOIS. an Illinois municipal corporation, and personally known to me
to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that
as such Vice President he signed and delivered the said instrument as
Vice President of said corporation, and caused the corporate seal of
said corporation to be affixed thereto, pursuant to authority, given by
the Board of Directors of said corporation, as their free and voluntary
act, and as the free and voluntary act and deed of said corporation, for
the uses and purposes therein set forth.
,1 Gi~in under my and and notarial seal, this /Û11 day of
"¡Ipæ/ J ' :1985.
~ CJ. iI~L
Notary Public
My commission expires:
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MY COMMISSION WIRES APRIIi 4, mz
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STATE OF ~
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COUNTY OF
I, ~ ¿:P-~~ a Notary Public, do hereby certify
that ~ ¿ ~~ ' personally known to me to be the '
Vice President of OAR PARK TRUST & SAVINGS B~~, an Illinois
corporation. and personally known to me to be the same person whose name
is subscribed to the foregoing instrument, appeared before me this day
in person and acknowledged that as such Vice President he signed and
delivered the said instrument as Vice President of said corporation, and
caused the corporate seal of said corporation to be affixed thereto,
pursuant to authority, given by the Board of Directors of said
corporation, as their free and voluntary act, and as the free and
voluntary act and deed of said corporation, for the uses and purposes
therein set forth.
Given under my and and notarial seal, this ol~~day of
~~ ' 1985.
My commission expires:
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LEGAL DESCRIPTION - K MART DEMISED PRE~ISES
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THAT PART OF LOT 1 IN PLAZA SUBDIVISION IN THE SOUTHWEST
l/~ OF SECTION 35, TOWNSHIP ~2 NO~TH, RANGE 11 EAST OF
THE THIRD PRINCIPAL MERIDIAN RECORDED JULY 16,1979, AS
DOCUMENT NO. 3104778 DESCRIBED AS FOLLOWS: COMMENCING
AT THE SOUTHEAST CORNER OF LOT 1; THENCE NORTH 0 DEGREES
00 MINUTES 00 SECONDS WEST 750.66 FEET ALONG THE EAST
LINE OF SAID LOT 1; THENCE NORTH 90 DEGREES 00 MINUTES 00
SECONDS rŒST 230.~7 FEET TO THE POINT OF BEGINNING OF THE
TRACT HEREIN DESCRIBED; THENCE NORTH 63 DEGREES 19
MInUTES 07 SECONDS WEST 385.00 FEET; THENCE NORTH 26
DEGREES ~O MINUTES 53 SECONDS EAST 255.00 FEET; THENCE
SOUTH 63 DEGREES 19 MINUTES 07 SECONDS EAS7 385.00 FEET;
THENCE SOUTH 26 DEGREES 40 ~INUTES 53 SECONDS WE~T 255.00
FEET TO THE HE~EINABOVE DESIGNATED POINT OF BEGINNn¡G,
IN COOK COUNTY, ILLINOIS.
,
EXHIBIT" A!~
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MER:mnb:691
MEMORANDUM TO
THIRD AM~NDMENT TO GROUND LEASE
NOW THIS AGREEMENT made and entered into this day of
, 1985, by and between MOUNT PROSPECT PLAZA ASSOCIATES, a
New York partnership, (hereinafter referred to as "Landlord") and
MAISEL & ASSOCIATES OF ~ICHIGAN LIMJTED P~TNERSHIP, a Michigan
limited partnership, (hereinafter ref~rred t:()asHTenant:");
WITNESSETH:
WHEREAS, by Ground Lease dated Marcþ8, 1979, as modified by'
agreements dated January 28, 1980, ("First Amendment to Ground Lease")
and March 25, 1981, ("Second Amendment to Ground Lease"), all
hereinafter called "Ground Lease," Cermak Plaza; Inc., an Illinois
corporation, (to all of whose right, title and interest: Môunt Prospect
Plaza Associates has heretofore succeeded), as Landlord, leased to
Maisel & Associates of Michigan, a Michigan co-partnership, (to all of
whose right, title and interest Maisel & AssociÆites of Michigan Limited
Partnership has heretofore succeeded), as Tenant, a cert~ain parcel of
real estate located in the Village of Mount Prospect, Cook County,
Illinois, being more particularly described in Exhibit "A" .attached
hereto, said parcel being also outlined in orange on the plot plan
attached to said Ground Lease as Exhibit "B" ("demised premises"); and
WHEREAS, on June 15, 1978, Maisel & Associates of Michigan (to all
of whose right, title and interest Tenant has heretofore succeeded)
entered into a Sublease with K mart Corporation, a Michigan corporation,
(ilK mart") dated June 15, 1978, as modified by agreements dated April 9,
.1980, May 22, 1980, and March 25, 1981, (all hereinafter called
"Sublease"), the terms, covenants and conditions of which Landlord has
previously approved;
WHEREAS, K mart desires to assign all of its right, title and
interest under. the Sublease to Walgreen Co., an Illinois corporation,
("Walgreen");
WHEREAS, Walgreen desires to use the demised premises as a 24-hour
data processing/office complex;
WHEREAS, Landlord agrees to consent to the assignment of K mart's
right, title and interest under the Sublease to Walgreen on the
, condition that Walgreen consents to (1) this Agreement, and (2) the
Fourth Amendment to Lease modifying the Sublease;
WHEREAS, Landlord and Tenant desire to further modify and amend
certain of the terms and conditions contained in said Ground Lease;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
and agreements hereinafter contained, it is hereby understood and agreed
by and between the parties hereto, as follows:
1. Landlord hereby consents to and approves of the assignment by
K mart to Walgreen of all of K mart's right, title and interest under
the Sublease. (The Subtenant under the Sublease shall hereinafter be
called "Subtenant. ") .
(This instrument prepared by Michael E. Ross, 200 Wilmot Road,
Deerfield, Illinois)
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MER:mnb~691
2. Landlord hereby agrees that the dem~sed premises may be used as
. a 24-hour data processing/office complex, with related facilities.
3. Paragraph 2 of said Ground Lease shall be and hereby is amended.
by deleting the first 29 lines thereof and substituting the following
lines therefor (nothing herein shall be deemed to delete, modify or
alter the addition to Paragraph 2 contained in the Second Amendment to
Ground Lease dated March 25, 1981):
"The term of this Ground Lease commenced on March 8, 1979, and the
primary term shall terminate on November 30, 2005. In addition to
the primary term, Tenant, if all of the terms and conditions of
this Ground Lease to be performed by Tenant shall have been
performed, shall have two (2) successive options (each option shall
hereinafter be called a "ten-year option") to extend the term of
this Ground Lease for an additional ten (10) years on each ten-year
option, such extended term to begin and run concurrently with the
term of said Sublease; upon the same rent, terms and conditions as
are presently contained in this Ground Lease for each ten-year
option term. In addition to the above referenced ten-year options,
Tenant, if all terms and conditions of this Ground Lease to be
performed by Tenant shall have been performed, shall have six (6)
successive options (each option shall hereinafter be called a
"five-year option") to extend the term of this Ground Lease for an
additional five (5) years on each five-year option, such extended
term to begin and run concurrently with the extended term of said
Sublease, upon the same terms and conditions as presently contained
in this Ground Lease for each five-year option term, except that
the annual rental shall be increased as set forth in Paragraph 3H
(as hereinafter modified), provided that in the event the Subtenant
under the Sublease shall not exercise the first ten-year option as
provided above to extend its Sublease, then if Tenant shall obtain
a new subtenant acceptable to Landlord, Landlord's approval, not to
be unreasonably- withheld, Tenant shall have one (1) option to
extend the term of this Ground Lease for a maximum of twenty (20)
years."
4. Provisions for the modification of rent and other
modifications, terms, covenants and conditions are set forth in another
Third Amendment to Ground Lease bearing even date herewith, between the
parties hereto, and all of said provisions, terms, covenants and
, conditions are, by reference thereto, hereby incorporated in and made a
part of this Memorandum.
5. Except as hereinabove specifically modified and amended, all of
the remaining terms, rents, covenants, conditions and agreements
contained in said Ground Lease shall remain unchanged and in full force
and effect, and are hereby ratified and confirmed.
This Memorandum is made and executed by the parties hereto for the
purpose of recording the same with the Torrens Department in Cook
County, Illinois, and is subject in each and every respect to the rents
and other terms, covenants and conditions of the aforesaid other Third
Amendment to Ground Lease bearing even date herewith, between the
parties hereto, and this Memorandum is executed and delivered with the
understanding and agreement that the same shall not in any manner or
form whatsoever, alter, modify or vary the rents and other terms,
covenants and ,conditions of the aforesaid other Third Amendment to
Ground Lease bearing even date herewith between the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands the day and year first above written.
Witnesses:
MOUNT PROSPECT PLAZA ASSOCIATES.
a New York partnership
By
General Partner
General Partner
MAISEL & ASSOCIATES OF MICHIGAN
LIMITED PARTNERSHIP, a Michigan
limited partnership
By
General Partner
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STATE OF
COUNTY OF
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MER:mnb:691
I, , a Notary Public, do hereby certify
that and , personally
known to me to be the General Partne~s of MOUNT PRqSPECT PLAZA ASSOCIATES,
a New York partnership, and personally known to me to be the same
persons whose names are subscribed to.the foregoing instrument, appeared
before me this day in person and acknowledged that as such'
General Partners they signed and delivered the said instrument as
such General Partners.
Given under my and and notarial seal, this
1985.
My commission expires:
STATE OF
COUNTY OF
day of
Notary Public
)
)ss.
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I, , a Notary Public, do hereby certify
that and , personally
~nown to me to be the General Rartners of MAISEL & ASSOCIATES OF
MICHIGAN LIMITED PARTNERSHIP, a Michigan limited partnership, and
personally known to me to be the same persons whose names are subscribed
to the foregoing instrument, appeared before me this day in person and
acknowledged that as such General Partners they signed and delivered the
said instrument as such General Partners.
Given under my and and notarial seal. this
, 1985.
\ My commission expires:
day of
Notary Public
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DEGREES l¡ 0 !':!N1:':'ES 53 SE:ONDS EAST 255. 00 ~E!:':'; '.:'f.E~::E
63 DEGF.EES l~ !-:!HtJ':'!.S 07 SE:m~s EA~:' 3es.OD :FEE";;
SOUTH 26 DEGREES J.¡ 0 !':!}¡:JTES 53 SE:Ol~DS \oi;.~T' 255.00
FE!."::' TO THE EE~:::::NABOV'E DES¡GJ;~.':ED PO!l~'!' OF EEG:m:!t;G
!1'; COOr~ COUJ\':'ï Il..L!NO:S.'
D!.S:F.:EED;
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THEI;:E NOR':H 63 DEGF.!.ES 19
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230.~7 FEET TO
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MER:mnb:691
MEMORANDUM TO
THIRD AMENDMENT TO GROt~ LEASE
NOW THIS AGREEMENT made and entered into this - day of
, 1985, by and between MOUNT PROSPECT PLAZA ASSOCIATES. a
New York partnership, (hereinafter referred to as "Landlord") and
MAISEL & ASSOCIATES OF MICHIGAN LIMITED PARTNERSHIP, a Michigan
limited partnership, (hereinafter referred to as "Tenant");
WITNESSETH:
WHEREAS, by Ground Lease dated March 8, 1979, as modified by
agreements dated January 28, 1980, ("First Amendment to Ground Lease")
and March 25, 1981, ("Second Amendment to Ground Lease"), all
hereinafter called "Ground Lease," Cermak Plaza, Inc., an Illinois.
corporation, (to all of whose right, title and interest Mount Prospect
Plaza Associates has heretofore succeeded), as Landlord, leased to
Maisel & Associates of Michigan, a Michigan co-partnership, (to all of
whose right, title and interest Maisel & Associates of Michigan Limited
Partnership has heretofore succeeded), as Tenant, a certain parcel of
real estate located in the Village of Mount Prospect, Cook County,
Illinois, being more particularly described in Exhibit "A" attached
hereto, said parcel being also outlined in orange on the plot plan
attached to said Ground Lease as Exhibit "B" ("demised premises"); and,
WHEREAS, on June 15, 1978, Maisel & Associates of Michigan (to all
of whose right, title and interest Tenant has heretofore succeeded)
entered into 'a Sublease with K mart Corporation, a Michigan corporation,
(ilK mart") dated June 15, 1978, as modified by agreements dated April 9.
1980, May 22, 1980, and March 25, 1981, (all hereinafter called
"Sublease"), the terms, covenants and conditions of which Landlord has
previously approved;
WHEREAS, K mart desires to assign all of its right, title and
inter~st under the Sublease to Walgreen Co., an Illinois corporation,
("Walgreen");
WHEREAS, Walgreen desires to use the demised premises as a 24-hour
data processing/office complex;
WHEREAS, Landlord agrees to consent to the ðssignment of K mart's
right, title and interest under the Sublease to Walgreen on the
\ condition that Walgreen consents to (1) this Agreement, and (2) the
Fourth Amendment to Lease modifying the Sublease;
WHEREAS, Landlord and Tenant desire to further modify and amend
certain of the terms and conditions contained in said Ground Lease;
NOW, THE~EFORE, in consideration of the mutual promises, covenants,
and agreements hereinafter contained, it is hereby understood and agreed
by and between the parties hereto, as follows:
1. Landlord hereby consents to and approves of the assignment by
K mart to Walgreen of all of K mart's right, title and interest under
the Sublease. (The Subtenant under the Sublease shall hereinafter be
called "Subtenant.")
(This instrument prepared by Michael E. Ross, 200 Wilmot Road,
Deerfield. Illinois)
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M'!R ~m.nb ~ 691
2. Landlor~ hereby agrees that the demised premises may be used as
a 24-hour data processing/office complex, with related facilities.
3. Paragraph 2 of said Ground Lease shall be and hereby is amended
by deleting the first 29 lines thereof and substituting the following
lines therefor (nothing herein shall be deemed to delete, modify or
alter the addition to Paragraph 2 contained in the Second Amendment to
Ground Lease dated March 25, 1981):
liThe term of this Ground Lease commenced on March 8, 1979, and the
primary term shall terminate on November 30, 2005. In addition to
the primary term, Tenant, if all of the terms and conditions of
this Ground Lease to be performed by Tenant shall have been
performed, shall have two (2) successive options (each option shall
hereinafter be called a "ten-year option") , to extend the' term of
this Ground Lease for an additional ten (10) years on each ten-year
option, such extended term to begin and run concurrently with the
term of said Sublease, upon the same rent, terms and conditions as
are presently contained in this Ground Lease for each ten-year
option term. In addition to the above referenced ten-year options,
Tenant, if all terms andcondit~ons of this Ground Leqse to be
performed by Tenant shall have been performed, shall have six (6)
successive options (each option shall hereinafter be called a
"five-year option") to extend the term of this Ground Lease for an
additional five (5) years on each five-year option, such extended
term to begin and run concurrently with the extended tern of said
Sublease, upon the same terms and conditions as presently contained
in this Ground Lease for each five-year option term, except that
the annual rental shall be increased as set forth in Paragraph 3H
(as hereinafter modified), provided that in the event' the Subtenant
under the Sublease shall not exercise the first ten-year option as
provided above to extend its Sublease, then if Tenant shall obtain
a new subtenant acceptable to Landlord, Landlord's approval, not to
be unreasonably withheld, Tenant shall have one (1) option to
extend the term of this Ground Lease for a maximum of twenty (20)
years."
4. Provisions for the modification of rent and other
modifications, terms, covenants and conditions are set forth in another
Third Amendment to Ground Lease bearing even date herewith, between the
parties hereto, and all of said provisions, terms, covenants aDd
\ conditions are, by reference thereto, hereby incorporated in and made a
part of this Memorandum.
5. Except as hereinabove sp~cifically modified and amended, all of
the remaining terms, rents, covenants, conditions and agreements
contained in said Ground Lease shall remain unchanged and in full force
and effect, and are hereby ratified and confirmed.
This Memorandum is made and executed by the parties hereto for the
purpose of recording the same with the Torrens Department in Cook
County, Illinois, and is subject in each and every respect to the rents
and other terms, covenants and conditions of the aforesaid other Third
Amendment to Ground Lease bearing even.date herewith, between the
parties hereto, and this Memorandum is executed and delivered with the
understanding and agreement that the Sðme shall not in any manner or
form whatsoever, alter, modify or vary the rents and other terms,
covenants and conditions of the aforesaid other Third Amendment to
Ground Lease bearing even date herewith between the parties hereto.
2
n,
MER:mnb:691
IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands the day and year first above written.
Witnesses:
MOUNT PROSPECT PLAZA ASSOCIATES,
a New York partnership
By
General Partner
General Partner
MAISEL & ASSOCIATES OF MICHIGAN
LIMITED PARTNERSHIP, a Michigan
limited partnership
By
General Partner
3
r)
'>
MER:mnb:691
STATE OF
)
) ss.
)
COUNTY OF
I, , a Notary Public, do hereby certify
that and , personally
known to me to be the General Partners 'of MOUNT PROSPECT PLAZA ASSOCIATES,
a New York partnership, and personally known to me to be the same
persons whose names are subscribed to the foregoing instrument, appeared
before me this day in person and acknowledged that as such'
General Partners they signed and delivered the said instrument as
such General Partners.
Given under my and and notarial seal, this
, 1985.
day of
Notary Public
My commission expires:
STATE OF
)
)ss.
)
COUNTY OF
I, , a Notary Public, do hereby certify
that and , personally
known to me to be the General Partners of MAISEL & ASSOCIATES OF
MICHIGAN LIMITED PARTNERSHIP, a Michigan limited partnership. and
personally known to me to be the same persons whose names ,are subscribed
to the foregoing instrument, appeared before me this day in person and
acknowledged that as such General Partners they signed and delivered the
said instrument as such General Partn~rs.
Given under my and and notarial seal, this
, 1985.
day of
Notary Public
. My commission expires:
4
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'1'F3:: PJ~RT 0::- LCT 1 Il\ P:.t.:A $:JE.:::Y::S:::)!~ It: '.:'::.~ S:):::-::"~:;:S:
l/~ OF $E::-:101'; 35, T:)i.'~:SE:P ~2 NC>~':'E~ RAr;¡:;!: 11 EAST 0::-
'1'F.~ '.:'::':RD PF.:t~::PA:' !'~:=':~:A~; Y:.~:C:-:'~~!'.:rt::..;, :::'£, :.;'7~, ?.s
D~::U}:EI=T NO. 310l;ï78 DES:F.:E~D f..S FO:"::'CJ\-:S: ::CI!':!':~!:::~::;
;:: TEE SOr"I'EEAS':' CDP.~IER 0::- 1))':' ~,' '"'1:-:-..""':' ',""1:'--;: r¡ T):;:~'t:':=::=:.s
00 1>::m::-ES 00 SE:::m:DS \o.7-S'1' 750.66 FE!:':' t.:..œ;¡:; ':f.:: !.;.~-:
:"IN~ 0::- SJ..:D LO': 1; ':'EE~';:::E NOR::! 90 DEGREES 00 r-:I~:::::::S OJ
SECmiDS r::..S'1' 230..1.17 FEET TO '1'HE PO:1:'1' OF EEG:m::t.;:; OF :::.:::
'1'RAC! HEREIN D~S:F.¡EED; THEY;:::E NORTH 6 3 DEûF.E~S 19
r-:::m:'.:'ES 07 SE::m~:DS WE~': 3B5.00 FEE':'; TEEN:::! NOF.:-::' 26
D~GRE~S liD ~:¡Nr':ES 53 SE::ONDS EJ..ST 255.00 ~E!:':'; TEE::::::
SOli'.:'E 63 DEGP.E~S l~ ~:INr':ES 07 SEcm~s EA~:' jP5.00 :E~T;
TF.Eì~::E SOUTH 26 DEGREES liD !-:!lrJ'7!:S 53 SE::OJ\:DS ..i=..~T 255.00
FE~':' TO TH~ :r.:.:::~INJ..BOVE DESHmJ.':ED PO!t.;,!, 0::- E~û:m::N:; J
IN COOK COU~':YJ IL:"!NO:S.
"
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MER :mnb: 705
MEMORÞJ,DUN TO
FOURTH AMENDMENT TO LEASE
TRIS AGREEMENT, made and entered in'to as of this day of
, 1985, by and between MAISEL & ASSOCIATES OF MICHIGAN
LI~lITED PARTNERSHIP, a Mjchigan limited partnership, 17356 NorthlaDd
Park Court, Southfield, Michigan, (hereinafter calleè "Landlord") and
WALGREEN CO., an Illinois corporation, having its principal offi~e at
200 Wilmot Road, Deerfield, Illinois 60015, (hereinafter called'
"Tenant");
WITNESSETH:
~ŒEREAS, by lease dated June 15, 1978, as modified by agreements
dated April 9, 1980, May 22, 1980, and March 25, 1981, all hereinafter
called "said lease," Maisel & Associates 'of Michigan. a Michigan
co-pàrtnership, (to all of whose interest Landlord has heretofore
succeeded) as Landlord, leased 'to K mart Corporation, a Michigan
corporation, (ItK mart") certain premises legally described on
Exhibit "A-)" attached hereto and made part hereof (hereinafter called
"demised premises") located in the City of Mount Prospect, County of Cook,
State of Illinois, being part of Mount Prospect Plaza ("Shopping Center"),
a shopping center located at the northeast corner of Rand Road and
Central Road, which shopping center is legally described on Exhibit
"A-21t attached hereto and made part hereof;
WHEREAS, K mart desires to assign all of.its right, title and
interest under said lease to Tenant; and
WHEREÞ_S, Tenant desires to use the demised premises as a 24-hour
data processing center/office complex; and
WHEREAS, Landlord and Tenant have both requested that certain
modifications be made to said lease; and
WHEREAS, Landlord and Tenant desire to modify said lease as
hereinafter provided;
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter contained, it is hereby covenanted
and agreed by and between Landlord and Tenant, as follo~s:
1. Landlord hereby agrees that the demised premises may be used as
a 24-hour data processing center/office complex, with related facilities.
2. Landlord and Tenant hereby agree that the term of said leãse
commenced on November 6, 1980, and Ehall terminate on November 30, 2005,
subject to extension as provided in Article 13 of said lease.
(This document prepared by Michael E. Ross, 200 Wilmot Road, Deerfield,
Illinois)
n,
"
MER:mnb:705
3. Article 13 of said lease shall be and hereby is amended by
deleting Section (a) thereof and substituting the following lines
therefor:
"(a) Tenant shall have two (2) successive options (each option
shall hereinafter be called. a "ten-year option") to extend the term
of this lease for an additional ten (10) years on each ten-year
option, such extended term to begin respectively upon the
expiration of the term of this lease or of this lease as extended
upon the same rent, terms and conditions as herein set forth in
this lease for each ten-year option term. In addition to the above
. referenced ten-year options, Tenant, if all terms and conditions of
this lease to be performed by Tenant shall have been performed,
shall have six (6) successive options (each option shall
hereinafter be called a "five....year option") to extend the term of
this lease for an additional five (5) years on each five-year
option, each extended term to begin respectively upon the
expiration of this lease as extended."
4. Mount Prospect Plaza Associates, a New York partnership, as
Landlord under said Ground Lease, hereby joins in this Agreement for the
purpose of consenting hereto and agreeing that the terms of that certain
Attornment - Ground Lease dated the. 25th day of March, 1981, between
Cermak Plaza, Inc. (to all of whose right, title and interest Mount
Prospect Plaza Associates has heretofore succeeded), Maisel & Associates
of Michigan (to all of whose right, title and interest Landlord herein
has heretofore succeeded) and K mart, a copy of which is attached as
Exhibit "C,".shall remain in full force and effect and shall be
applicable to said lease, as modified herein, and the rights and
obligations thereunder shall be binding upon and shall inure to the
benefit of Walgreen Co.
5. Provisions for the modification of rent and other
modifications, terms, covenants and conditions ar~ set forth in another
Fourth Amendment to Lease bearing even date herewith,. between the
parties hereto, and all of said provisions. terms, covenants and
conditions are, by reference thereto, hereby incorporated in and made a
part of this Memorandum.
6. Except as hereinabove specifically modified and amended, all of
the remaining terms, rents, covenants, conditions and agreements
, contained in said Fourth Am,endment to Lease shall remain unchanged and
, in full force and effect, and are hereby ratified and confirmed.
This Memorandum is made and executed by the parties hereto for the
purpose of recording the same with the Torrens Department in Cook
County, Illinois, and is subject in each and every respect to the rents
and other terms, covenants and conditions of the aforesaid other Fourth
Amendment to Lease bearing even date herewith, between the parties
hereto, and this Memorandum is executed and delivered with the
understanding and agreement that the same shall not in any manner or
form whatsoever, alter, modify or vary the rents and other terms,
covenants and conditions of the aforesaid other Fourth Amendment to
Lease bearing even date herewith between the parties hereto.
2
r-\
"
MER :rnnb: 705
IN WITNESS ~~EREOF, the parties hereto have hpreunto set their
hflnds the day and year first above written.
Witnesses:
t-',AISEL & ASSOCIATES OF MICHIGAN
LIMITED PARTNERSHIP ("Landlord")
By
Partner
Attest:
Partner
WALGREEN CO.
("Tenant")
By
Vice President
Attest:
Assistant Secretary
\oJitnesses:
MOUNT PROSPECT PLAZA ASSOCIATES
By
Vice President
Attest:
Assistant Secretary
3
n~
"
}'.ER :mnb: 705
STATE OF
)
)ss.
)
COUNTY OF
I, , a Notary Public, do hereby certify
that and . personally
kno'-'t1 to me to be partners of MAISEL & ASSOCIATES OF HICHIGANLIHITED
PARTNERSHIP, a Michigan limited partnership. and personally kno~~ to me
to be the same persons wþose names are subscribed to the foregoing
instrument. appeared before me this dny in person ànd acknowledged that
as such partners they signed and delivered the said instrument as
partners of said co-partnership as their free and voluntary act for the
uses and purpose~ therein set forth.
Given under my and and notarial seal, this
, 1985. .
day of
Notary Public
My commission expires:
STATE OF
)
)ss. '
)
COUNTY OF
I, , a Notary Public, do hereby certify
that , personally known to, me to be the
Vice President of WALGREEN CO., ~n Illinois corporation, and personally
known to me to be the same person whose name is subscribed to the'
foregoing instrument. appeared before me this day in person and
acknowledged that as such Vice President he signed and delivered the
said instrument as Vice President of said corporation, and caused the
corporate seal of said corporation to be affixed thereto, pursuant to
authority, given by the Board of Directors of said corporation, as their
free and voluntary act, and as the free and voluntary åct and deed of
said corporation, for the uses and purposes therein set forth.
Given under my and and notarial seal, this
, 1985.
day of
Notary Public
My commission expires:
4
~
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..
t-fER :mnb: 705
STATF OF
)
)ss.
)
COUNTY OF
I. , a Notary Public, do hereby certify
that and , personally
knoWt'o to me to be partners of MOUNT PROSPECT PLAZA ASSOCIATES, a Ne"-' York -
partnership, and personally known to me to be th~ same persons whose
names are subscribed to the foregoing instrument, appeared before me
this day in person an~ acknowledged that as such partners they signed
and delivered the said instrument as partners of s&id pa~tnerE::hip as
their free and voluntary act for th~ uses and purposes therein set
forth.
Given under my and and notarial seal, this
, 1985.
day of
Notary Public
My commission expires:
5
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'!'EJ..:' P AF.: 0:: LOT 1 11\ r:"J..:A SDE~:Y:S: OJ\ :~: ':'::.::: S:):"':':='Ÿ~:~:
l/lJ OF' SE~':'!O!, 35, T::)P~:SF.:P ~2 J~O-=:':'E. R;"!;::;::::: EA~':' 0:.
'!'EE ':"::':F.~ PF.:~;::P;":" r-Z::':D:A~: F.ECC>F.::Er- Jt:':';' :f, J.~":"'9, AS
D~:.\P";:;:!::~q. '3' Ol.;77f> !):::~:F.:E::!) J...S :F'C:":"::J'v:~: CD!-:!.:E::::!::;
::.:: '1'::':::., ;;)~:,Y;rE:::A'::'1' C Of'.~:ER OF LO':' ;.; ':'F.E?:::: !~ ::'f-~:E 0 r':::G:::'EES
00 r,::m;';;';:,S f'j 0 SEC OJ::' S \o.7..S':' 750. 66 FE:':' J..:"C~::; TE:::
LIN::: 0: SkID LO: 1; TEENCE NOR!H 90 DEGREES 00 ~:N:':'ES c~
SEcm:::s ì:!T..S':' 23D:!;? FEET TO THE PO:J~T OF EEG:m::l~3 0:: ':E:::
TRA:: HEREIN DES~F.:EED; TEE1~:E NORTH 63 DEGREES 19
r-::nl;':"ES 07 SECONDS WE.~'.:' 385.00 FEE'!'; THENCE NOF.':'::' 26
DEGREES ~D ~INr':'ES 53 SECONDS EAST 255.00 ~EE'.:'; T::'EN::::
sor'.:':: 63 DEGREES 1~ ~:!Nr':'ES 07 SE"COJ:DS E1:.S':' 335. DO FE:::':';
TEE!::E SOU'.:'H 2£ DEGREES lIC' !':!N:J7ES 53 SECO!:::S \o.~E':::'? 255.00
FEE':' TO TEE EE-::':EINkBOYE DESIGHt.TED PO:W.!' OF EEGIJm:!tJG t
IN CODE COUN'.:'Y, I:':'!NOIS.
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LEGAi.. DESCRl'!'T!O~ - ~HOPPING CE~Tr:R
Th3t part of the.South¡Jest 1/4 of Section 35, Township 42 North, Range 11.
~~st of the Third Principal Meridian, described as follows:
Beginning at the point of intersection of the North line of the South 50.~a
, Feet with the '~est line of the East 40.00 Feet of the South\Jest 1/t. of said
" Section 35. t:'\ence ~orth 89 Degrees 37 Hinutes 28 Seconds Pest' 813.32.Feet,
~ al~ng the North line of said South 50.'0 Feet, to the point of intersection
~,with a line 50.00 Feet Northeast and parallel with the center line of Rand
¡: Road; thence North 56 Degrees 54 Minutes 28 Seconds \'¡es~ 5ïï.93 Feet (along
said line 50.?O Fc~t Northeast) to a point; thence North 0 Degrees 01 MinuteS
;. 21 Seconds East 971. 03 Feet along the East line of said Southwest 1/t. of the
1, Southwest 1/4 of the aforesaid Section 35; thence South 89 Degrees 37 Minutes ¡
~¡ 28 Seconds East 1279.91 Feet (more or less) to the West line of the East 40.0~ :
¡' Feet of the Southwest 1/4 of the aforesaid Section 35; thence South 0 Degrees
i' 00 ~1inutes 00 Seconds 1~est (along said ¡.Jest line of the East L¡O.~O Feet)
¡: 1272.31 Feet to the hereinabove designated point of ôeginning, in Cook Coun:y,
. ,
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VILLAG~ OF ~~. PROSPECT
(Cook County, :llinois)
~2,600,oOO.OO
E:ONO~IC DEVELOPMEUT REVE~UE BO~DS
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Þ. ':'TORr~ ~~E:;,':' AGREE r:~¡~'1'- GROtmDLEAS E
- ,
THIS AGR~EMERT made and entered into this ¿?~7~ day 0:
~A~C~ ,1981, by ,and between CERMAt PLAZA, !NC., an
Illinois corporation (sometimes he=einafter refer=ed to as ~FEE
O¡.¡'NER"), HkISEL & ASSOCIATES OF MICHIGAN, a Michigan
.
co-?art~ership (sometimes hereinafter referred t~ as "MA!SEL")
and K HART CORPORATION, a Mich'igan corporation (sometimes
hereinafter referred to as "K l-¿-ART~).
WIT N E SSE T E :
."
WHEREAS, K MART is the named Tenant in that certain
Lease Agreement dated .:TUNE 15,1978, as amenaed (ilK mart :'ease")
covering a certain parcel of land situate in a shopping center in
the Village of Mt. Prospect, Cook County: !11i~~iE, and certain
improvements now or to be =~~structeò thereon as reguirea Qnõer .
the K mart Lease, and in which HbISEL is the narneô Lan=lorè, said
land being more Darticularlv describeð in Exhibit "Aft at:ached
. ..
hereto; ana
. WHEREAS, ~~A!SEL has heretofore leaseõ saiò land from
FEE OWNER purs~ant to a certain Ground Lease ¿ated MAR:5 8, :579,
as amended ("Ground Lease"); and
WEEREAS, the parties hereto òesire to enter into this
A;reement to proviòe for the continuation of tbe K ~art Lease in
the event the Grounõ Lease is terminateò, anò to set forth
certain other rights, èuties ana o:'li;atio!".s of :.he ?arties i-::"ter
see
NO'I':, TEE?ž:FORž:,
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in co!".5iõeration of ~he pre~ises a~=
th~ covc~a~ts, anè a;ree~ents herei!".a:t~r contained, the parties
hereto 60 hœ~eby covenant ana agree as follows:
-:-
EXHIBIT
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;:)Rf:H. COI'!!, ~::IN
"<l. AA"'¡. ,N, P.C,
TI .,,:> tDuoca..¡:'U
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.vr TE: :t,,~
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FEE O~NER ~ereb~ Consen~s ~o'. e exe~uti¿n and
delivery of the K mart Lease be~ween MAIS:L and K MAR=.
't"t"'t'
" .....,
Qi.:m:R agrees that in the event of a òe:ault by 1-~¡'.IS!::' unàe: any
of the terms or conditions of the Gr~und Le~$e during thã t~~ru of
the Lease, F£E DN~En shall give to K mart a copy of any notice of
default served upon MA!stL, and FEE OWNER further a~=ees that t
MART shall have forty ('O) days within which to Cure such default
before FEE OWNER may initiate proceedings to terminate said
Ground Leasee or if such default cannot be cured within that
time, then such additional time as may be nece~sary if within
such forty (4 0) da~'s I~ HART has commenceà to cure anà is
diligently proceeding to cure such default.
")
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FEE OWNER and MAISEL agree with K MAR~ that in
the event as a result of the.failure of MAISEL to cure such
àefault, the Ground Lease is terminated, expires or comes to an
end during the term of the Lease, the K mart Lease shall remain
in full force and-effect in accoràance with its terms as a èirect
lease between the FEE OWNER, as Lanàlor'è, and K MART, as Tenant;
I
proviàed that K MART shall attorn to and recognize FEE Om~ER as
its substitute Landlord, and having thus attorned, K MhR~'S
possession shall not be th~rea=ter èisturbeà by r~E m.il~E? so long
-:'5 it shall con.tinue .~(¡ pay, to FEE Oi-iNER th~ r en ti':.l ana oth~r
charges under the E mart L~a5e in the manne: provided the:iin,
i':.nò so long as it shall otherwise perform the t~rms, coveõi':.nts
anò conèitions to be performed by the Tenant un6er the:~ ~art
Lease.
3.
FEE Oh~E? shall not be (a) bouna by any
moèi=icatio~s or ~~en5~ments to the K mart ~ease without its
written co:lsent, Cb) liable to K HÞ...RT for anyòe::a:.:.lts b:Y!-'.;'.~SE:'
unõer the K mi':.rt Lease or (c) bound by any ?ë.y~ents of rent by K
M~2T to Mh:SEL more than one (1) 'month in aõvance.
FEE O¡'il-7ER
hereby consents to the First, S~cond ana Thirõ ~~ena~ents to the
R Ii.art Lease ¿ated as of ).pril 9, 1980, !'~ay 22, 1980, anè ?':arch
25, 1981.
4.
Wherever it shall be required or permitteè that
notice or òe~anà shall be =iven ana s~:veõ u~on all other ~arties
. - -
to this Agreement, such notic~ or ¿emand sha:l be given 0: serveè
in ~:iting personally or by c~:ti=ieõ ~ail, r~tu:n rec~ipt
reguesteõ, to the ~6ð=e~s~s set ~orth below:
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Cer~ak Pl~za, Inc.
150 ?urch~se Street
Rye, Ne\<" 'l'ork
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Maisel & AEsociates o~ Michigan
17356 Northl~nd Park COurt
SOuthfie1d, Michigan '8075
Attention: Mr. E. A. Dorfman
r. HhRT:
K mart CorpOration
,3100 West Big Beaver Road
Troy, Michigan '8084
6. The ~i~ti~ of ~ ~rties here-e Üw
b~ binding upon and inur~ to th~ b~nefit of th~ parties he"eto,
their respective hei=s, repreSentatives, successo=s and assigns.
IN WI~ESS WHE~O?, the perties have hereunto set their
hands the day and year =irst above written.
Wit n e sse s :
FEE Oi'iNER:
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an :::inois co=DO=a~ion
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CO'Jt,:,y OF '...'- ':r '~ '- - 'I .:- '. t.:-.: ¡
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fte for~oi~ instr~nt ~~ ae~ ~.fare h
this~....-, ÕèY of - ;"',',1 , 19~1, b¡' I', "'1,;, "'-',-- ,
the .:. . -"- ". "'~ \"'. ~- ,,'" '~, of CE:;::.:,-¡; P;"hC:, IN:" en ¡"üno,",
co=poration, on behalf of the corpo=at}on.
.JANfSM.SìRAYER : \ '--¡~.... \-
Not.ryFUb jt.Stat~of"'.wYori; '.,- '-'"-...-:" ,I I: '..;..,...'----~-' ,,¡ '-
ho. "~Z2S77 \
Oue/itled in v..~Che!'t-. Coumy.. - ,
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STATE OF MICHIGAN
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! COUNTY OF OAKLAND
fte h~o~ i~U~~ -. ac~~~~ ~~re ~
this ;::- day of .4;,::.. '-- . 1981, by - if A 7)..,~:~.^" h.!
the r~.-,...z<- ()~r...-,.: Ë::-- 0:' MUSEL & i'.SSO:IA~ES os
M!CEIGAN, a Michigan co-pa=~ne=ship, on behalf of the
partnership.
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STATE OF MICHIGAN
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fte ~qo~g i~~a_t os ðcb~eag~ ~~.e me
th_.;s .,i-h .0."; .of ,....-.¡~ '°81 b' Vi 'þ J ohr.s 0"
- ".'"y '-e-.- , .- -, - .'" '.. ,
the Vice P~esicie~t of K 11~.?T CO?'?:>,,;.TION, e ¡:>cti;an
co=poration, on b~half of
the ~ O"".-:iO!".. 1/
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tl-6:¡ry Pubii:, I,~~"~,,,¡, """'rift. It;....
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My Commi~;;~!') :x"ire: Jul'.' 7"; 1 ::::-(
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