-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UfZToB3iRZyxxbfURZY3TvxTxtXTCa5ybTbrIXjWc3u/GUrGi/NdVcH2t6XUFjqI UCt4SeVQtr0+1byRiw5dDQ== 0000950131-01-500146.txt : 20010319 0000950131-01-500146.hdr.sgml : 20010319 ACCESSION NUMBER: 0000950131-01-500146 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN TRUST CORP CENTRAL INDEX KEY: 0000073124 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 362723087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-05965 FILM NUMBER: 1570710 BUSINESS ADDRESS: STREET 1: 50 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60675 BUSINESS PHONE: 3126306000 FORMER COMPANY: FORMER CONFORMED NAME: NORTRUST CORP DATE OF NAME CHANGE: 19780525 10-K 1 d10k.txt FORM 10-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ___________ to __________ Commission File No. 0-5965 NORTHERN TRUST CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-2723087 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 50 South La Salle Street Chicago, Illinois 60675 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 630-6000 ------------------------ Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $1.66 2/3 Par Value ------------------------ Preferred Stock Purchase Rights ------------------------ Floating Rate Capital Securities, Series A of NTC Capital I, and Series B of NTC Capital II Fully and Unconditionally Guaranteed by the Registrant ------------------------- Floating Rate Junior Subordinated Debentures, Series A and Series B of the Registrant (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] At February 12, 2001, 226,346,774 shares of Common Stock, $1.66 2/3 par value, were outstanding, and the aggregate market value of the Common Stock (based upon the last sale price of the common stock at February 12, 2001, as reported by The Nasdaq Stock Market) held by non-affiliates was approximately $15,311,911,064. Determination of stock ownership by non-affiliates was made solely for the purpose of responding to this requirement and the registrant is not bound by this determination for any other purpose. Portions of the following documents are incorporated by reference: Annual Report to Shareholders for the Fiscal Year Ended December 31, 2000 - Part I and Part II 2001 Notice and Proxy Statement for the Annual Meeting of Stockholders to be held on April 17, 2001 - Part III ================================================================================ - -------------------------------------------------------------------------------- [THIS PAGE INTENTIONALLY LEFT BLANK] - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- Northern Trust Corporation FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 TABLE OF CONTENTS

- -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- PART I Item 1-Business NORTHERN TRUST CORPORATION Northern Trust Corporation (Corporation) was organized in Delaware in 1971 and that year became the owner of all of the outstanding capital stock, except directors' qualifying shares, of The Northern Trust Company (Bank), an Illinois banking corporation headquartered in the Chicago financial district and the Corporation's principal subsidiary. The Corporation also owns national or state bank subsidiaries in Arizona, California, Colorado, Florida and Texas, a federal savings bank with offices in Michigan, Missouri, Nevada, Ohio, Washington and Wisconsin, a trust company in New York and various other nonbank subsidiaries, including an investment management company, a securities brokerage firm, an international investment consulting firm and a retirement services company. The Corporation expects that, although the operations of other subsidiaries will be of increasing significance, the Bank will in the foreseeable future continue to be the major source of the Corporation's assets, revenues and net income. Except where the context otherwise requires, the term "Northern Trust" refers to Northern Trust Corporation and its consolidated subsidiaries. At December 31, 2000, Northern Trust had consolidated total assets of approximately $36.0 billion and stockholders' equity of approximately $2.5 billion, and was the second largest bank holding company headquartered in Illinois and the 25th largest in the United States. THE NORTHERN TRUST COMPANY The Bank was founded by Byron L. Smith in 1889 to provide banking and trust services to the public. Currently in its 112th year, the Bank's growth has come primarily from internal sources rather than through merger or acquisition. At December 31, 2000, the Bank had consolidated assets of approximately $29.7 billion and common equity capital of approximately $1.8 billion. At September 30, 2000, the Bank was the third largest bank in Illinois and the 36th largest in the United States, based on consolidated total assets of approximately $28.9 billion on that date. The Bank currently has 19 banking offices in the Chicago area and the following active wholly-owned subsidiaries. Northern Trust Investments, Inc., formerly a direct subsidiary of the Corporation, became a subsidiary of the Bank in January 2001. It provides investment management services and products to domestic and international institutional clients. Norlease, Inc. conducts leasing and leasing-related lending activities. MFC Company, Inc. holds properties that are received from the Bank in connection with certain problem loans. NT Mortgage Holdings LLC, a real estate investment trust, holds a 100% participation in a significant portion of the Bank's residential mortgage portfolio, and its parent, NTG Services LLC, conducts market and other studies for the Bank's global businesses. Nortrust Nominees Limited, located in London, is a U.K. trust corporation organized to hold U.K. real estate for fiduciary accounts. The Northern Trust Company U.K. Pension Plan Limited, located in London, was established in connection with the pension plan for the Bank's London Branch. The Northern Trust Company, Canada, located in Toronto, offers institutional trust products and services to Canadian entities. Also a subsidiary of the Bank, The Northern Trust International Banking Corporation in New York is an Edge Act corporation organized for the purpose of conducting international business. Its business is conducted through the following subsidiaries. Northern Trust (Ireland) Limited, through its three principal subsidiaries, provides trust, custody, fund administration, fund accounting and shareholder registration services to international fund sponsors offering offshore investment funds. Northern Trust Global Investments (Europe) Limited provides investment management services to institutional clients in the United Kingdom and continental Europe. The Northern Trust Company of Hong Kong Limited provides securities lending and relationship servicing for large asset custody clients in Asia and the Pacific Rim. Northern Trust Trade Services Limited facilitates the issuance and processing of commercial letters of credit in Hong Kong. Northern Trust Fund Managers (Ireland) Limited facilitates the offering of off-shore collective investment products to institutional clients. - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- OTHER NORTHERN TRUST CORPORATION SUBSIDIARIES The Corporation's Florida banking subsidiary, Northern Trust Bank of Florida N.A., headquartered in Miami, at December 31, 2000 had 25 offices located throughout Florida and consolidated total assets of approximately $4.1 billion. The Corporation's Arizona banking subsidiary, Northern Trust Bank of Arizona N.A., is headquartered in Phoenix and at December 31, 2000 had consolidated total assets of approximately $844 million and served clients from nine office locations in Arizona. The Corporation's Texas banking subsidiary, Northern Trust Bank of Texas N.A., headquartered in Dallas, had eight office locations and consolidated total assets of approximately $761 million at December 31, 2000. The Corporation's California banking subsidiary, Northern Trust Bank of California N.A., is headquartered in Santa Barbara. At December 31, 2000, it had 11 office locations and consolidated total assets of approximately $1.1 billion. The Corporation's Colorado banking subsidiary, Northern Trust Bank of Colorado, was acquired in 1998. Its one location is in Denver and, at December 31, 2000, it had consolidated total assets of approximately $80 million. The Corporation's Federal Savings Bank subsidiary, Northern Trust Bank, FSB, commenced operations in 1998. It currently has branch offices in Michigan, Washington and Wisconsin and trust offices in Missouri, Nevada and Ohio. At December 31, 2000, Northern Trust Bank, FSB had consolidated total assets of approximately $85 million. The Corporation has several nonbank subsidiaries. Among them is Northern Trust Securities, Inc., which provides full brokerage services to clients of the Bank and the Corporation's other banking and trust subsidiaries and selectively underwrites general obligation tax-exempt securities. Northern Trust Retirement Consulting, L.L.C. is a retirement benefit plan services company in Atlanta, Georgia. Northern Trust Global Advisors, Inc. in Stamford, Connecticut is an international provider of institutional investment management services and is the parent of The Northern Trust Company of Connecticut. Northern Investment Corporation holds certain investments, including a loan made to a developer of a property in which the Bank is the principal tenant. The Northern Trust Company of New York provides security clearance services for all nondepository eligible securities held by trust, agency, and fiduciary accounts administered by the Corporation's subsidiaries. Northern Trust Cayman International, Ltd. provides fiduciary services to clients residing outside of the United States. INTERNAL ORGANIZATION Northern Trust, under Chairman and Chief Executive Officer William A. Osborn, organizes client services around two principal business units: Corporate and Institutional Services and Personal Financial Services. Two other business units provide services to the two principal business units: Northern Trust Global Investments, which provides investment management products, and Worldwide Operations and Technology, which provides trust and banking operations and systems activities. The presidents of all four business units report to President and Chief Operating Officer Barry G. Hastings. A Risk Management unit, which focuses on financial and risk management, reports directly to Mr. Osborn. The following is a brief summary of each unit's business activities. Corporate and Institutional Services (C&IS) Headed by Peter L. Rossiter, President - Corporate and Institutional Services, C&IS provides trust, commercial banking and treasury management services to corporate and institutional clients. Trust activities encompass custody services for owners of securities in the United States and foreign markets, as well as securities lending, asset management services and actuarial and recordkeeping services for retirement plans. Services with respect to securities traded in foreign markets are provided primarily through the Bank's London Branch. Related foreign exchange services are rendered at the London and Singapore Branches as well as in Chicago. As measured by assets administered and by number of clients, Northern Trust is a leading provider of Master Trust and Master Custody services to three targeted markets: retirement plans, institutional clients and international clients. Master Trust and Custody includes a full range of state- of-the-art capabilities including: worldwide custody settlement and reporting, cash management, a wide range of investment products, securities lending, and performance analysis services. In addition to Master Trust and Master Custody, C&IS offers a comprehensive array of retirement consulting and recordkeeping services through Northern Trust Retirement Consulting, L.L.C. At December 31, 2000, total assets under administration, excluding personal trust assets, were $1.5 trillion, of which $240 billion - -------------------------------------------------------------------------------- 5 - -------------------------------------------------------------------------------- were managed. The Northern Trust Company of New York, The Northern Trust Company, Canada, Norlease, Inc., and The Northern Trust International Banking Corporation are also included in C&IS. C&IS offers a full range of commercial banking services through the Bank, placing special emphasis on developing institutional relationships in two target markets: large domestic corporations and financial institutions (both domestic and international). Treasury management services are provided to corporations and financial institutions and include a variety of other products and services to accelerate cash collections, control disbursement outflows and generate information to manage cash positions. Personal Financial Services (PFS) Headed by Mark Stevens, President - Personal Financial Services, PFS encompasses personal trust and investment management services, estate administration, banking and residential real estate mortgage lending. PFS services are delivered through the Bank in Illinois and also through a network of national or state bank subsidiaries located in Arizona, California, Colorado, Florida and Texas, and a federal savings bank subsidiary with branch offices in Michigan, Washington and Wisconsin and trust offices in Missouri, Nevada and Ohio. PFS is one of the largest bank managers of personal trust assets in the United States, with $98 billion in assets under management and $169 billion in assets under administration at December 31, 2000. The PFS strategy is to focus on small/mid-size businesses, owners and executives, retirees and high net worth individuals in each banking subsidiary's target market. The financial needs of families with assets exceeding $100 million are served through its Wealth Management Group internationally. Northern Trust Securities, Inc. is also a part of PFS. Northern Trust Global Investments (NTGI) Headed by Stephen B. Timbers, President - Northern Trust Global Investments, NTGI, through various subsidiaries of the Corporation, provides investment management services and products to clients of C&IS, PFS and NTGI itself. NTGI's activities include equity and fixed income research and portfolio management. NTGI also provides investment advisory and related services to two families of proprietary mutual funds: the Northern Institutional Funds, which are directed at corporate and institutional investors, and the Northern Funds, which are directed at individual and personal trust investors. Northern Trust Investments, Inc., which includes two operating divisions, Northern Trust Quantitative Advisors and Northern Trust Value Investors, is included in NTGI, as is Northern Trust Global Advisors, Inc. Worldwide Operations and Technology (WWOT) Headed by James J. Mitchell, President - Worldwide Operations and Technology, WWOT supports all of Northern Trust's business activities, including the sales, relationship management, transaction processing and product management activities of C&IS, PFS and NTGI. These activities are conducted principally in the operations and technology centers in Chicago and London. The Northern Trust Company of New York is also part of this unit. Risk Management The Risk Management Unit, headed by Vice Chairman and Chief Financial Officer Perry R. Pero, includes the Credit Policy and Treasury functions. The Credit Policy function is described in the sections of the Annual Report to Shareholders for the year ended December 31, 2000 referenced on page 39. The Treasury Department is responsible for managing the Bank's wholesale funding, capital position and interest rate risk, as well as the portfolio of interest rate risk management instruments under the direction of the Corporate Asset and Liability Policy Committee. It is also responsible for the investment portfolios of the Corporation and the Bank and provides investment advice and management services to the subsidiary banks. The Risk Management Unit also includes the Corporate Controller, Corporate Treasurer, Investor Relations and Economic Research functions. - -------------------------------------------------------------------------------- 6 - -------------------------------------------------------------------------------- GOVERNMENT POLICIES The earnings of Northern Trust are affected by numerous external influences. Chief among these are general economic conditions, both domestic and international, and actions that the United States and foreign governments and their central banks take in managing their economies. These general conditions affect all of the Northern Trust's businesses, as well as the quality, value and profitability of their loan and investment portfolios. The Board of Governors of the Federal Reserve System is an important regulator of domestic economic conditions and has the general objective of promoting orderly economic growth in the United States. Implementation of this objective is accomplished by its open market operations in United States Government securities, its setting of the discount rate at which member banks may borrow from Federal Reserve Banks and its changes in the reserve requirements for deposits. The policies adopted by the Federal Reserve Board may strongly influence interest rates and hence what banks earn on their loans and investments and what they pay on their savings and time deposits and other purchased funds. Fiscal policies in the United States and abroad also affect the composition and use of Northern Trust's resources. COMPETITION Northern Trust's principal business strategy is to provide quality financial services to targeted markets in which it believes it has a competitive advantage and favorable growth prospects. As part of this strategy, Northern Trust seeks to deliver a level of service to its clients that distinguishes it from its competitors. In addition, Northern Trust emphasizes the development and growth of recurring sources of fee-based income and is one of a select group of major bank holding companies in the United States that generates more revenues from fee-based services than from net interest income. Northern Trust seeks to develop and expand its recurring fee-based revenue by identifying selected markets with good growth characteristics and providing a high level of individualized service to its clients in those markets. Northern Trust also seeks to preserve its asset quality through established credit review procedures and to maintain a conservative balance sheet. Finally, Northern Trust seeks to operate with a strong management team that includes senior officers having broad experience and long tenure. Active competition exists in all principal areas in which Northern Trust presently engages in business. C&IS is a leading provider of Master Trust and Custody Services. The primary providers in this market, in addition to Northern Trust, are State Street Corporation, The Bank of New York Company, Inc., Mellon Financial Corporation, J. P. Morgan Chase & Co., Deutsche Bank A.G. and Citigroup Inc. In providing commercial banking and treasury management services, Northern Trust competes with domestic and foreign banks. Within the middle market segment, Northern Trust's competitors are primarily the other Chicago banks, including Bank One Corporation, LaSalle Bank N.A., and Harris Bankcorp, Inc. Credit services, especially those provided to Fortune 500 companies, face increased competition due to the general trend for corporations to rely more upon direct access to the credit and capital markets (such as through the direct issuance of commercial paper) and less upon traditional financial intermediaries such as commercial banks. PFS competition is specific to each geographic market but typically consists of local banks and trust companies, brokerage firms, mutual fund firms and asset management companies. In the Chicago area Northern Trust has the leading share of the personal trust market, and in Florida Northern Trust is the second largest provider of personal trust services. U.S. Trust Corporation, a banking organization with a strategy similar to that of PFS which was acquired by the Charles Schwab Corporation in 2000, competes with PFS in certain markets. REGULATION AND SUPERVISION Bank Holding Company Act The Corporation is a bank holding company subject to the Bank Holding Company Act of 1956, as amended (the BHCA), and to regulation by the Board of Governors of the Federal Reserve System. The BHCA limits the activities which may be engaged in by the Corporation and its nonbanking subsidiaries to those so closely related to banking or managing or controlling banks as to be a proper incident thereto. Also, under section 106 of the 1970 - -------------------------------------------------------------------------------- 7 - -------------------------------------------------------------------------------- amendments to the BHCA and subject to certain exceptions, subsidiary banks are prohibited from engaging in certain tie-in arrangements with nonbanking affiliates in connection with any extension of credit or provision of any property or services. The BHCA also prohibits bank holding companies from acquiring substantially all the assets of or owning more than 5% of the voting shares of any bank or nonbanking company which is not already majority owned without prior approval of the Board of Governors. Gramm-Leach-Bliley Act On November 12, 1999, the President signed into law the Gramm-Leach-Bliley Act (the GLB Act). The GLB Act significantly changes financial services regulation by expanding permissible nonbanking activities of bank holding companies and removing certain legal barriers to affiliations among banks, insurance companies, securities firms and other financial services entities. These new activities can be conducted through a holding company structure or, subject to certain limitations, through a financial subsidiary of a bank. The GLB Act also establishes a system of federal and state regulation based on functional regulation, meaning that primary regulatory oversight for a particular activity will generally reside with the federal or state regulator designated as having the principal responsibility for that activity. Banking is to be supervised by banking regulators, insurance by state insurance regulators and securities activities by the SEC and state securities regulators. The GLB Act also establishes a minimum federal standard of financial privacy by, among other provisions, requiring banks to adopt and disclose privacy policies with respect to consumer information and setting forth certain rules with respect to consumer information. The GLB Act also requires the disclosure of agreements reached with community groups that relate to the Community Reinvestment Act, and contains various other provisions designed to improve the delivery of financial services to consumers while maintaining an appropriate level of safety in the financial services industry. The GLB Act repeals the anti-affiliation provisions of the Glass-Steagall Act and revises the BHCA to permit qualifying holding companies, called "financial holding companies," to engage in, or to affiliate with companies engaged in, a full range of financial activities including banking, insurance activities (including insurance underwriting and portfolio investing), securities activities, merchant banking and additional activities that are "financial in nature," incidental to financial activities or, in certain circumstances, complementary to financial activities. A bank holding company's subsidiary banks must be "well-capitalized" and "well-managed" and have at least a "satisfactory" Community Reinvestment Act rating for the bank holding company to elect status as a financial holding company. The Corporation's banking subsidiaries currently meet these requirements. A significant component of the functional regulation provided in the GLB Act relates to the application of federal securities laws and SEC oversight of bank securities activities previously subject to blanket exemptions. Among other things, the GLB Act amends the definitions of "broker" and "dealer" under the Securities Exchange Act of 1934 to remove the blanket exemption for banks. Following effectiveness of these amendments in May 2001, banks will be able to conduct securities activities without broker-dealer registration only if the activities fall within a set of activity-based exemptions designed to allow banks to conduct only those activities traditionally considered to be primarily banking or trust activities. Securities activities outside these exemptions will, as a practical matter, need to be conducted by a registered broker-dealer affiliate. The GLB Act also amends, effective May 2001, the Investment Advisers Act of 1940 to require the registration of any bank or separately identifiable division of the bank that acts as investment adviser for mutual funds. The Corporation has completed its evaluation of the effects of the GLB Act on its activities. The Bank and the Corporation's other banking subsidiaries have also evaluated their securities activities, particularly fiduciary activities, in light of the amendments to the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940 discussed above, to determine what, if any, additional registrations may be required and whether certain activities currently engaged in by any of the banks should instead be conducted by a nonbanking affiliate. As a consequence of the GLB Act, the investment adviser for the Corporation's proprietary mutual funds must be a registered investment adviser, and a number of the Corporation's employees engaging in securities brokerage activities who were not previously registered must become registered. These actions have been, or are being, taken. The Corporation has not elected to become a financial holding company and would expect to do so if and when it proposes to conduct, outside a financial subsidiary, one of the activities specifically authorized for financial - -------------------------------------------------------------------------------- 8 - -------------------------------------------------------------------------------- holding companies by the GLB Act. The Corporation does expect that the affiliations and activities permitted financial services organizations will over time change the nature of its competition, but it is not possible to predict the full nature and effect of the changes that may occur. Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 The Interstate Act permits an adequately capitalized and adequately managed bank holding company to acquire, with Federal Reserve Board approval, a bank located in a state other than the bank holding company's home state, without regard to whether the transaction is permitted under any state law, except that a host state may establish by statute the minimum age of its banks (up to a maximum of 5 years) subject to acquisition by out-of-state bank holding companies. The Federal Reserve Board may not approve the acquisition if the applicant bank holding company, upon consummation, would control more than 10% of total U.S. insured depository institution deposits or more than 30% of the host state's total insured depository institution deposits except in certain cases. The Interstate Act also permits a bank, with the approval of the appropriate federal bank regulatory agency, to establish a de novo branch in a state, other than the bank's home state, in which the bank does not presently maintain a branch if the host state has enacted a law that applies equally to all banks and expressly permits all out-of-state banks to branch de novo into the host state. Banks having different home states may, with approval of the appropriate federal bank regulatory agency, merge across state lines, unless the home state of a participating bank opted-out of the Interstate Act prior to June 1, 1997. Two states opted-out prior to that date: Montana and Texas. In addition, the Interstate Act permits any bank subsidiary of a bank holding company to receive deposits, renew time deposits, close loans, service loans and receive payments on loans and other obligations as agent for a bank or certain grandfathered thrift affiliates, whether such banks and thrifts are located in a different state or in the same state. Subsidiary Regulation The Bank is a member of the Federal Reserve System, its deposits are insured by the FDIC, and it is subject to regulation by both these entities, as well as by the Illinois Office of Banks and Real Estate. The Bank is also a member of and subject to the rules of the Chicago Clearinghouse Association, and is registered as a government securities dealer in accordance with the Government Securities Act of 1986. As a government securities dealer its activities are subject to the rules and regulations of the Department of the Treasury. The Bank is registered as a transfer agent with the Federal Reserve and is therefore subject to the rules and regulations of the Federal Reserve in this area. State laws governing the Corporation's banking subsidiaries generally allow each bank to establish branches anywhere in its state. The national bank subsidiaries are members of the Federal Reserve System and the FDIC and are subject to regulation by the Office of the Comptroller of the Currency. Northern Trust Bank, FSB is a Federal Savings Bank which is not a member of the Federal Reserve System and is subject to regulation by the Office of Thrift Supervision and the FDIC. Northern Trust Bank of Colorado, a state chartered institution that also is not a member of the Federal Reserve System, is regulated by the FDIC and the Colorado Division of Banking. The Corporation's nonbanking affiliates are all subject to examination by the Federal Reserve. In addition, The Northern Trust Company of New York is subject to regulation by the Banking Department of the State of New York. Northern Trust Securities, Inc. is registered as a broker-dealer with the Securities and Exchange Commission and is a member of the National Association of Securities Dealers, Inc., and, as such, is subject to the rules and regulations of both these bodies. Northern Trust Retirement Consulting, L.L.C., Northern Trust Global Advisors, Inc., Northern Trust Investments, Inc., and Northern Trust Bank, FSB are each registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940 and are subject to that Act and the rules and regulations of the Commission promulgated thereunder. In addition, Northern Trust Investments, Inc. is subject to regulation by the Illinois Office of Banks and Real Estate, and Northern Trust Retirement Consulting, L.L.C. is registered as a transfer agent with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and is subject to that Act and the rules and regulations of the Commission promulgated thereunder. The Northern Trust Company of Connecticut is subject to regulation by the Connecticut Department of Banking. Two families of mutual funds for which the Bank acts as investment adviser are subject to regulation by the Securities - -------------------------------------------------------------------------------- 9 - -------------------------------------------------------------------------------- and Exchange Commission under the Investment Company Act. The Bank also acts as investment adviser of an investment company which is subject to regulation by the Central Bank of Ireland under the Companies Act, 1990. Various other subsidiaries and branches conduct business in other states and foreign countries and are subject to their regulations and restrictions. The Corporation and its subsidiaries are affiliates within the meaning of the Federal Reserve Act so that the banking subsidiaries are subject to certain restrictions with respect to loans to the Corporation or its nonbanking subsidiaries and certain other transactions with them or involving their securities. Information regarding these restrictions, and dividend restrictions on banking subsidiaries, is incorporated herein by reference to Note 14 titled "Restrictions on Subsidiary Dividends and Loans or Advances" on page 63 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000. Capital Regulation Under the FDIC's risk-based insurance assessment system, each insured bank is placed in one of nine risk categories based on its level of capital and other relevant information. Each insured bank's insurance assessment rate is then determined by the risk category in which it has been classified by the FDIC. There is currently a 27 basis point spread between the highest and lowest assessment rates, so that banks classified as strongest by the FDIC are subject in 2001 to no insurance assessment, and banks classified as weakest by the FDIC are subject to an insurance assessment rate of .27%. In addition to its insurance assessment, each insured bank is subject in 2001 to quarterly debt service assessments in connection with bonds issued by a government corporation that financed the federal savings and loans bailout. The first quarter 2001 debt service assessment was .0196%. The Federal bank regulators have adopted risk-based capital guidelines for bank holding companies and banks. The minimum ratio of qualifying total capital to risk-weighted assets, including certain off-balance sheet items (Total Capital Ratio), is 8%. The minimum ratio of "Tier 1 Capital" to risk-weighted assets (Tier 1 Capital Ratio) is 4%. "Tier 1 Capital" means that portion of total capital that is comprised of common stock, related surplus, retained earnings, noncumulative perpetual preferred stock, minority interests and, for bank holding companies, a limited amount of qualifying cumulative perpetual preferred stock, less certain intangibles including goodwill. The balance of total capital (Tier 2 Capital) may consist of other preferred stock, certain other instruments, limited amounts of unrealized gains on equity securities and limited amounts of subordinated debt and the loan and lease loss allowance. The Federal Reserve Board risk-based capital standards contemplate that evaluation of capital adequacy will consider other factors, including overall interest rate exposure; liquidity, funding and market risks; the quality and level of earnings; investment, loan portfolio, and other concentrations of credit; certain risks arising from nontraditional activities; the quality of loans and investments; the effectiveness of loan and investment policies; and management's overall ability to monitor and control financial and operating risks. In addition, the Federal Reserve has established minimum Leverage Ratio (Tier 1 capital to quarterly average total assets) guidelines for bank holding companies and banks. These guidelines provide for a minimum Leverage Ratio of 3% for bank holding companies and banks that meet certain specified criteria, including having the highest regulatory rating. All other banking organizations are required to maintain a Leverage Ratio of at least 4%. The guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the guidelines indicate that the Federal Reserve Board will continue to consider a "Tangible Tier 1 Leverage Ratio" in evaluating proposals for expansion or new activities. The Tangible Tier 1 Leverage Ratio is the ratio of Tier 1 capital, less intangibles not deducted from Tier 1 capital, to quarterly average total assets. As of December 31, 2000, the Federal Reserve had not advised the Corporation of any specific minimum Tangible Tier 1 Leverage Ratio applicable to it. At December 31, 2000, the Corporation had a Tangible Tier 1 Leverage Ratio of 6.9%. - -------------------------------------------------------------------------------- 10 - -------------------------------------------------------------------------------- Cross-Guarantees Under the Federal Deposit Insurance Act Under the Federal Deposit Insurance Act (FDIA), when two or more insured depository institutions are under common control, each of those depository institutions may be liable for any loss incurred, or expected to be incurred, by the Federal Deposit Insurance Corporation (FDIC) in connection with the default of any of the others. Each may also be liable for any assistance the FDIC provides to the other institutions. "Default" means the appointment of a conservator or receiver for the institution. Thus, any of the Corporation's banking subsidiaries could be liable to the FDIC if the FDIC were to suffer a loss in connection with any of the Corporation's other banking subsidiaries. This cross-guarantee liability for a loss at a commonly controlled institution would be subordinated in right of payment to deposit liabilities, secured obligations, any other general or senior liability and any obligation subordinated to depositors or other general creditors, other than obligations owed to any affiliate of the depository institution (with certain exceptions). Although neither the Corporation nor any of its nonbanking subsidiaries may be assessed for such loss under the FDIA, the Corporation has agreed to indemnify each of its banking subsidiaries, other than the Bank, for any payments a banking subsidiary may be liable to pay to the FDIC pursuant to these provisions of the FDIA. Federal Deposit Insurance Corporation Improvement Act In addition to the effects of the provisions described above, the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) substantially revised the depository institution regulatory and funding provisions of the FDI Act and made revisions to several other federal banking statutes. Under FDICIA, the federal banking regulators must take prompt supervisory and regulatory actions against undercapitalized depository institutions. FDICIA establishes five capital tiers: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." A depository institution's capital tier will depend upon how its capital levels compare to various relevant capital measures and certain other factors, as established by regulation. Under current regulations, an FDIC- insured bank is defined to be well capitalized if it maintains a Leverage Ratio (Tier 1 capital to quarterly average total assets) of at least 5%, a Total Capital Ratio (qualifying total capital to risk-weighted assets, including certain off-balance sheet items) of at least 10% and a Tier 1 Capital Ratio (Tier 1 capital to risk-weighted assets) of at least 6% and is not otherwise in a "troubled condition" as specified by its appropriate federal regulatory agency. A bank is generally considered to be adequately capitalized if it is not defined to be well capitalized but meets all of its minimum capital requirements--that is, if it has a Leverage Ratio of 4% or greater (or a Leverage Ratio of 3% or greater if the institution is rated in the top category in its most recent report of examination), a Total Capital Ratio of 8% or greater and a Tier 1 Capital Ratio of 4% or greater. A bank will be considered undercapitalized if it fails to meet any minimum required measure, significantly undercapitalized if it is significantly below that measure and critically undercapitalized if it maintains a level of tangible equity capital equal to or less than 2% of total assets. A bank may be reclassified to be in the category that is next below that indicated by its actual capital position if it receives a less than satisfactory examination rating by its examiners with respect to its assets, management, earnings, liquidity or sensitivity to market risk that has not been corrected, or it is determined that the bank is in an unsafe or unsound condition or engaged in an unsafe or unsound practice. At December 31, 2000, the Bank and each of the Corporation's other subsidiary banks met or exceeded the minimum regulatory ratios that are among the conditions for them to be considered well capitalized. For further discussion of regulatory capital requirements and information about the capital position of the Corporation and the Bank, see pages 46 and 47 of "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 28, titled "Regulatory Capital Requirements" on page 75 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000. FDICIA generally prohibits a depository institution from making any capital distribution (including payment of dividends) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to growth limitations and are required to submit a capital restoration plan. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. - -------------------------------------------------------------------------------- 11 - -------------------------------------------------------------------------------- Under FDICIA, a bank that is not well capitalized is generally prohibited from accepting or renewing brokered deposits, except with a waiver from the FDIC, and offering interest rates on brokered deposits significantly higher than the prevailing rate in its normal market area or nationally (depending upon where the deposits are solicited); in addition, "pass-through" insurance coverage may not be available for certain employee benefit accounts. Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized depository institutions may be restricted from making payments of principal and interest on subordinated debt and are subject to appointment of a receiver or conservator. STAFF Northern Trust employed 9,466 full-time equivalent officers and staff members as of December 31, 2000, approximately 6,800 of whom were employed by the Bank. - -------------------------------------------------------------------------------- 12 STATISTICAL DISCLOSURES The following statistical disclosures, included in the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, are incorporated herein by reference.

Additional statistical information on a consolidated basis is set forth below. Remaining Maturity and Average Yield of Securities Held to Maturity and Available for Sale (Yield calculated on amortized cost and presented on a taxable equivalent basis giving effect to the applicable federal and state tax rates)

=============================================================================== 13 =============================================================================== Securities Held to Maturity and Available for Sale

=============================================================================== Loans and Leases by Type

=============================================================================== Remaining Maturity of Selected Loans and Leases

=============================================================================== 14 Average Deposits by Type

Average Rates Paid on Time Deposits by Type

Remaining Maturity of Time Deposits $100,000 and more

15 Purchased Funds Federal Funds Purchased (Overnight Borrowings)

16 Changes in Net Interest Income

Note: Changes not due only to volume changes or rate changes are included in the change due to rate column. ================================================================================ 17 - -------------------------------------------------------------------------------- Analysis of Reserve for Credit Losses

- -------------------------------------------------------------------------------- International Operations (Based on Obligor's Domicile) See also Note 26 titled "Business Segments and Related Information" on page 74 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, which is incorporated herein by reference. Selected Average Assets and Liabilities Attributable to International Operations

- -------------------------------------------------------------------------------- Reserve for Credit Losses Relating to International Operations

The Securities and Exchange Commission requires the disclosure of the reserve for credit losses that is applicable to international operations. The above table has been prepared in compliance with this disclosure requirement and is used in determining international operating performance. The amounts shown in the table should not be construed as being the only amounts that are available for international loan charge-offs, since the entire reserve for credit losses is available to absorb losses on both domestic and international loans. In addition, these amounts are not intended to be indicative of future charge-off trends. - -------------------------------------------------------------------------------- Distribution of International Loans and Deposits by Type

- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 19 - -------------------------------------------------------------------------------- CREDIT RISK MANAGEMENT For the discussion of Credit Risk Management, see the following information that is incorporated herein by reference to the Corporation's Annual Report to Shareholders for the year ended December 31, 2000: 2000 Annual Report Notes to Consolidated Financial Statements Page(s) - ------------------------------------------------------------------------------------------------------------ ------------- 1. Accounting Policies F. Interest Risk Management Instruments.............................................................. 54 G. Loans and Leases.................................................................................. 54 H. Reserve for Credit Losses......................................................................... 54 K. Other Real Estate Owned........................................................................... 55 5. Loans and Leases...................................................................................... 57 6. Reserve for Credit Losses............................................................................. 58 19. Contingent Liabilities................................................................................ 67 20. Off-Balance Sheet Financial Instruments............................................................... 67-69 - ------------------------------------------------------------------------------------------------------------ Management's Discussion and Analysis of Financial Condition and Results of Operations - ------------------------------------------------------------------------------------------------------------ Asset Quality and Credit Risk Management.................................................................... 38-44 - ------------------------------------------------------------------------------------------------------------ -------------

In addition, the schedules on pages 18 and 19 of this Form 10-K should be read in conjunction with the "Credit Risk Management" section: Analysis of Reserve for Credit Losses Reserve for Credit Losses Relating to International Operations Distribution of International Loans and Deposits by Type - -------------------------------------------------------------------------------- 20 - -------------------------------------------------------------------------------- INTEREST RATE SENSITIVITY ANALYSIS For the discussion of interest rate sensitivity, see the section entitled "Market Risk Management" on pages 44 to 46 of Management's Discussion and Analysis of Financial Condition and Results of Operations of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, which is incorporated herein by reference. - -------------------------------------------------------------------------------- 21 - -------------------------------------------------------------------------------- The following unaudited Consolidated Balance Sheet and Consolidated Statement of Income for The Northern Trust Company were prepared in accordance with generally accepted accounting principles and are provided here for informational purposes. These consolidated financial statements should be read in conjunction with the footnotes accompanying the consolidated financial statements, included in the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, and incorporated herein by reference on page 27 of this Form 10-K. The Northern Trust Company Consolidated Balance Sheet (unaudited)
December 31 --------------------- (In Millions) 2000 1999 - -------------------------------------------------------------------------------------------------------- --------- --------- Assets Cash and Due from Banks $ 2,088.3 $ 1,779.7 Federal Funds Sold and Securities Purchased under Agreements to Resell 686.5 1,482.1 Time Deposits with Banks 5,191.0 2,291.4 Other Interest-Bearing Assets 342.1 253.7 Securities Available for Sale 6,165.3 5,091.8 Held to Maturity (Fair Value - $693.1 in 2000 and $683.2 in 1999) 690.1 696.1 - -------------------------------------------------------------------------------------------------------- --------- --------- Total Securities 6,855.4 5,787.9 - -------------------------------------------------------------------------------------------------------- --------- --------- Loans Commercial and Other 9,151.7 7,446.0 Residential Mortgages 3,341.0 3,125.1 - -------------------------------------------------------------------------------------------------------- --------- --------- Total Loans and Leases (Net of unearned income - $364.8 in 2000 and $319.6 in 1999) 12,492.7 10,571.1 - -------------------------------------------------------------------------------------------------------- --------- --------- Reserve for Credit Losses (128.0) (115.7) Buildings and Equipment 338.3 293.6 Customers' Acceptance Liability 6.8 32.5 Trust Security Settlement Receivables 615.2 323.1 Other Assets 1,220.9 800.7 - -------------------------------------------------------------------------------------------------------- --------- --------- Total Assets $29,709.2 $23,500.1 - -------------------------------------------------------------------------------------------------------- --------- --------- Liabilities Deposits Demand and Other Noninterest-Bearing $ 3,702.1 $ 3,790.5 Savings and Money Market Deposits 3,146.5 3,002.3 Savings Certificates 1,317.5 1,408.3 Other Time 200.8 695.9 Foreign Offices--Demand 827.7 469.1 --Time 8,944.1 7,699.5 - -------------------------------------------------------------------------------------------------------- --------- --------- Total Deposits 18,138.7 17,065.6 - -------------------------------------------------------------------------------------------------------- --------- --------- Federal Funds Purchased 3,715.8 671.9 Securities Sold under Agreements to Repurchase 1,526.9 954.5 Other Borrowings 2,089.4 1,025.1 Senior Notes 500.0 500.0 Long-Term Debt 631.9 655.9 Liability on Acceptances 6.8 32.5 Other Liabilities 1,278.3 933.8 - -------------------------------------------------------------------------------------------------------- --------- --------- Total Liabilities 27,887.8 21,839.3 - -------------------------------------------------------------------------------------------------------- --------- --------- Stockholder's Equity Capital Stock--Par Value $60 213.8 213.8 Surplus 245.3 245.3 Undivided Profits 1,363.2 1,203.0 Net Unrealized Loss on Securities Available for Sale (.9) (1.3) - -------------------------------------------------------------------------------------------------------- --------- --------- Total Stockholder's Equity 1,821.4 1,660.8 - -------------------------------------------------------------------------------------------------------- --------- --------- Total Liabilities and Stockholder's Equity $29,709.2 $23,500.1 - -------------------------------------------------------------------------------------------------------- --------- ---------
- -------------------------------------------------------------------------------- 22 - -------------------------------------------------------------------------------- The Northern Trust Company Consolidated Statement of Income (unaudited)
(In Millions) 2000 1999 1998 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Noninterest Income Trust Fees $ 748.5 $ 599.7 $ 522.9 Foreign Exchange Trading Profits 152.6 107.5 103.5 Treasury Management Fees 70.1 66.8 68.9 Security Commissions and Trading Income .9 .5 .6 Other Operating Income 57.7 40.9 39.6 Investment Security Gains (net) .3 .7 1.0 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Total Noninterest Income 1,030.1 816.1 736.5 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Interest Income Loans and Leases 762.0 623.0 597.9 Securities - Available for Sale 544.6 357.0 364.5 - Held to Maturity 36.7 29.5 24.8 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Total Securities 581.3 386.5 389.3 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Time Deposits with Banks 205.9 164.3 155.0 Federal Funds Sold, Securities Purchased under Agreements to Resell and Other 68.7 90.2 83.3 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Total Interest Income 1,617.9 1,264.0 1,225.5 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Interest Expense Deposits 670.4 465.9 471.0 Federal Funds Purchased 175.5 163.9 141.0 Securities Sold under Agreements to Repurchase 85.5 91.4 76.8 Other Borrowings 203.7 107.0 130.2 Senior Notes 34.3 30.6 36.5 Long-Term Debt 44.6 37.8 29.0 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Total Interest Expense 1,214.0 896.6 884.5 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Net Interest Income 403.9 367.4 341.0 Provision for Credit Losses 23.5 10.8 3.0 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Net Interest Income after Provision for Credit Losses 380.4 356.6 338.0 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Income before Noninterest Expenses 1,410.5 1,172.7 1,074.5 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Noninterest Expenses Compensation 478.2 407.0 370.4 Employee Benefits 78.0 71.9 68.3 Occupancy Expense 59.5 50.7 46.7 Equipment Expense 57.6 50.3 50.5 Other Operating Expenses 243.3 182.4 154.4 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Total Noninterest Expenses 916.6 762.3 690.3 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Income before Income Taxes 493.9 410.4 384.2 Provision for Income Taxes 158.6 136.1 130.6 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Net Income $ 335.3 $ 274.3 $ 253.6 - ---------------------------------------------------------------------------------------------- -------- -------- -------- Dividends Paid to the Corporation $ 175.0 $ 75.0 $ 75.0 - ---------------------------------------------------------------------------------------------- -------- -------- --------
- -------------------------------------------------------------------------------- 23 - -------------------------------------------------------------------------------- Supplemental Item--Executive Officers of the Registrant WILLIAM A. OSBORN Mr. Osborn became Chairman of the Board of the Corporation and the Bank in October 1995, and Chief Executive Officer of the Corporation and the Bank in June 1995. Mr. Osborn, 53, began his career with the Bank in 1970. BARRY G. HASTINGS Mr. Hastings became President of the Corporation and the Bank in October 1995, and Chief Operating Officer of the Corporation and the Bank in June 1995. Mr. Hastings, 53, began his career with the Corporation in 1974. ORIE L. DUDLEY Mr. Dudley joined Northern Trust in October 2000 as an Executive Vice President and Chief Investment Officer of the Corporation and the Bank. From June 2000 through September 2000, Mr. Dudley, 56, was Chief Executive Officer and Acting Chief Investment Officer of Scottish Widows Investment Partnership, Ltd. He joined Scottish Widows Investment Management in January 1998 as Chief Executive Officer and oversaw the merger of that entity with Hill Samuel Asset Management to form Scottish Widows Investment Partnership, Ltd. in June 2000. Prior to joining Scottish Widows, Mr. Dudley served as Managing Director of Barclays Asset Management from January 1995 through December 1997. DAVID L. EDDY Mr. Eddy became a Senior Vice President of the Corporation and the Bank and Treasurer of the Corporation in 1986. Mr. Eddy, 64, joined the Bank in 1960. JOHN P. GRUBE Mr. Grube became an Executive Vice President of the Corporation and the Bank in May 2000, and is currently Chairman of the Credit Policy Committee. He had been a Senior Vice President of the Bank since November 1987 and had served as Credit Policy representative of PFS since October 1991 and Chairman of the Counterparty Risk Management Committee since April 1995. Mr. Grube, 54, joined the Bank in 1983. JAMES J. MITCHELL Mr. Mitchell became President - Worldwide Operations and Technology of the Corporation and the Bank in September 1999, and has served as an Executive Vice President of the Bank since December 1987 and of the Corporation since October 1994. Mr. Mitchell, 58, joined the Bank in 1964. PERRY R. PERO Mr. Pero became Vice Chairman of the Corporation and the Bank in September 1999, and has served as Chief Financial Officer of the Corporation and the Bank and Cashier of the Bank since September 1988. Mr. Pero is also head of the Risk Management Unit and Chairman of the Corporate Asset and Liability Policy Committee. He held the title of Senior Executive Vice President of the Corporation and the Bank from 1992 until September 1999. Mr. Pero, 61, joined the Bank in 1964. PETER L. ROSSITER Mr. Rossiter became President - C&IS of the Corporation and the Bank in September 2000, and has served as an Executive Vice President of the Corporation and the Bank since November 1992. He held the title of General Counsel of the Corporation and the Bank from April 1993 through July 2000, Secretary of the Corporation and the Bank from April 1993 through November 1997 and Assistant Secretary from December 1997 through September 2000. Mr. Rossiter, 52, was a partner in the law firm of Schiff Hardin & Waite prior to joining the Corporation and the Bank. - -------------------------------------------------------------------------------- 24 - ------------------------------------------------------------------------------- HARRY W. SHORT Mr. Short became an Executive Vice President of the Corporation and the Bank in September 1999, and has served as Controller of the Corporation and the Bank since October 1994. He held the title of Senior Vice President of the Corporation and the Bank from 1990 through September 1999. Mr. Short, 53, joined the Corporation and the Bank in 1990, prior to which he was a partner in the accounting firm of KPMG Peat Marwick. MARK STEVENS Mr. Stevens became President - PFS of the Corporation and the Bank in January 1998, and has served as an Executive Vice President of the Corporation and the Bank since February 1996. He served as Chief Executive Officer and President of Northern Trust Bank of Florida N.A., from May 1987 through September 1996, and Chairman of Northern Trust Bank of Florida N.A. from January 1993 through September 1996. Mr. Stevens, 53, joined the Corporation in 1979. STEPHEN B. TIMBERS Mr. Timbers joined the Corporation and the Bank in February 1998, when he was named President - NTGI and an Executive Vice President of the Corporation and the Bank. From January 1996 to December 1997, Mr. Timbers, 56, was President, Chief Executive Officer and Chief Investment Officer of Zurich Kemper Investments, Inc. (formerly Kemper Financial Services, Inc.), the investment adviser to the Kemper Funds and the parent organization of Zurich Investment Management, Inc. KELLY R. WELSH Mr. Welsh joined the Corporation and the Bank in July 2000, when he was named an Executive Vice President and General Counsel and Assistant Secretary of the Corporation and the Bank. Mr. Welsh, 48, was an Executive Vice President and General Counsel of Ameritech Corporation from November 1996 through November 1999 and a Vice President and Associate General Counsel of that corporation from May 1993 through November 1996. Item 2--Properties The executive offices of the Corporation and the Bank are located at 50 South LaSalle Street in the financial district of Chicago. This Bank-owned building is occupied by various divisions of Northern Trust's business units. Financial services are provided by the Bank at this location. Adjacent to this building are two office buildings in which the Bank leases approximately 434,000 square feet of space principally for staff divisions of the business units. The Bank also leases approximately 40,000 square feet of a building at 125 South Wacker Drive in Chicago for banking operations and personal banking services. Financial services are also provided by the Bank at 17 other Chicago metropolitan area locations, five of which are owned and 12 of which are leased. The Bank's trust and banking operations are located in a 465,000 square foot facility at 801 South Canal Street in Chicago. In January 2000, the Bank closed on an agreement to purchase a building and adjacent land located across the street from the Chicago operations center. The building, which is located at 840 South Canal Street and contains approximately 340,000 square feet of office space, houses the computer data center and will be used for future expansion. Space for the Bank's London and Singapore branches, Edge Act subsidiary and The Northern Trust Company, Canada are leased. In November 2000, the Bank entered into an agreement to lease 120,000 square feet of office space upon completion of a building to be constructed at Canary Wharf in London. A majority of the Bank's London-based staff will be relocated to the facility during 2002. Space for Northern Trust Retirement Consulting, L.L.C. is leased in Atlanta, Georgia, with an additional 12,629 square feet of office space to be added to the existing 127,600 square feet of office space in 2001. The Corporation's other subsidiaries operate from 76 locations, 13 of which are owned and 63 of which are leased. The addresses of all Northern Trust's locations can be found on pages 84 and 85 in the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, which is incorporated herein by reference. The Corporation believes that its owned and leased facilities are suitable and adequate for its business needs. For additional information relating to properties and lease commitments, refer to Note 7 titled "Buildings and Equipment" and Note 8 titled "Lease Commitments" on pages 58 and 59 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, which information is incorporated herein by reference. - -------------------------------------------------------------------------------- 25 - -------------------------------------------------------------------------------- Item 3--Legal Proceedings The information called for by this item is incorporated herein by reference to Note 19 titled "Contingent Liabilities" on page 67 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000. Item 4--Submission of Matters to a Vote of Security Holders None. - -------------------------------------------------------------------------------- 26 - -------------------------------------------------------------------------------- PART II Item 5--Market for Registrant's Common Equity and Related Stockholder Matters The information called for by this item is incorporated herein by reference to the section of the Consolidated Financial Statistics titled "Common Stock Dividend and Market Price" on page 79 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000. Information regarding dividend restrictions of the Corporation's banking subsidiaries is incorporated herein by reference to Note 14 titled "Restrictions on Subsidiary Dividends and Loans or Advances" on page 63 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000. Item 6--Selected Financial Data The information called for by this item is incorporated herein by reference to the table titled "Summary of Selected Consolidated Financial Data" on page 27 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000. Item 7--Management's Discussion and Analysis of Financial Condition and Results of Operations The information called for by this item is incorporated herein by reference to "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 27 through 48 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000. Item 7A--Quantitative and Qualitative Disclosures About Market Risk The information called for by this item is incorporated herein by reference to Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 44 through 46 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000. Item 8--Financial Statements and Supplementary Data The following financial statements of the Corporation and its subsidiaries included in the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, are incorporated herein by reference.
2000 Annual Report For Northern Trust Corporation and Subsidiaries: Page(s) - ------------------------------------------------------------------------------------------------------------------ ------------- Consolidated Balance Sheet--December 31, 2000 and 1999............................................................ 49 Consolidated Statement of Income--Years Ended December 31, 2000, 1999 and 1998................................... 50 Consolidated Statement of Comprehensive Income--Years Ended December 31, 2000, 1999 and 1998...................... 50 Consolidated Statement of Changes in Stockholders' Equity--Years Ended December 31, 2000, 1999 and 1998........... 51 Consolidated Statement of Cash Flows--Years Ended December 31, 2000, 1999 and 1998................................ 52 - ------------------------------------------------------------------------------------------------------------------ ------------- For Northern Trust Corporation (Corporation Only) - ------------------------------------------------------------------------------------------------------------------ ------------- Condensed Balance Sheet--December 31, 2000 and 1999............................................................... 76 Condensed Statement of Income--Years Ended December 31, 2000, 1999 and 1998...................................... 76 Consolidated Statement of Comprehensive Income--Years Ended December 31, 2000, 1999 and 1998...................... 50 Consolidated Statement of Changes in Stockholders' Equity--Years Ended December 31, 2000, 1999 and 1998........... 51 Condensed Statement of Cash Flows--Years Ended December 31, 2000, 1999 and 1998................................... 77 - ------------------------------------------------------------------------------------------------------------------ ------------- Notes to Consolidated Financial Statements........................................................................ 53-77 - ------------------------------------------------------------------------------------------------------------------ ------------- Report of Independent Public Accountants.......................................................................... 78 - ------------------------------------------------------------------------------------------------------------------ -------------
The section titled "Quarterly Financial Data" on page 79 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, is incorporated herein by reference. Item 9--Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. - -------------------------------------------------------------------------------- 27 - -------------------------------------------------------------------------------- PART III Item 10--Directors and Executive Officers of the Registrant The information called for by Item 10 relating to Directors and Nominees for election to the Board of Directors is incorporated herein by reference to pages 4 through 7 of the Corporation's definitive 2001 Notice and Proxy Statement filed on March 12, 2001 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 17, 2001. The information called for by Item 10 relating to Executive Officers is set forth in Part I of this Annual Report on Form 10-K. The information called for by Item 10 relating to Item 405 disclosure of delinquent Form 3, 4 or 5 filers is incorporated by reference to page 10 of the Corporation's definitive 2001 Notice and Proxy Statement filed on March 12, 2001 in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 17, 2001. Item 11--Executive Compensation The information called for by this item is incorporated herein by reference to page 9 and pages 15 through 24 of the Corporation's definitive 2001 Notice and Proxy Statement filed in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 17, 2001. Item 12--Security Ownership of Certain Beneficial Owners and Management The information called for by this item is incorporated herein by reference to pages 11 through 14 of the Corporation's definitive 2001 Notice and Proxy Statement filed in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 17, 2001. Item 13--Certain Relationships and Related Transactions The information called for by this item is incorporated herein by reference to pages 9 and 10 of the Corporation's definitive 2001 Notice and Proxy Statement filed in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held April 17, 2001. - -------------------------------------------------------------------------------- 28 - -------------------------------------------------------------------------------- PART IV Item 14--Exhibits, Financial Statement Schedules, and Reports on Form 8-K Item 14(a)(1) and (2)--Northern Trust Corporation and Subsidiaries List of Financial Statements and Financial Statement Schedules The following financial information is set forth in Item 1 for informational purposes only: Financial Information of The Northern Trust Company (Bank Only): Unaudited Consolidated Balance Sheet--December 31, 2000 and 1999. Unaudited Consolidated Statement of Income--Years Ended December 31, 2000, 1999 and 1998. The following consolidated financial statements of the Corporation and its subsidiaries are incorporated by reference into Item 8 from the Corporation's Annual Report to Shareholders for the year ended December 31, 2000: Consolidated Financial Statements of Northern Trust Corporation and Subsidiaries: Consolidated Balance Sheet--December 31, 2000 and 1999. Consolidated Statement of Income--Years Ended December 31, 2000, 1999 and 1998. Consolidated Statement of Comprehensive Income--Years Ended December 31, 2000, 1999 and 1998. Consolidated Statement of Changes in Stockholders' Equity--Years Ended December 31, 2000, 1999 and 1998. Consolidated Statement of Cash Flows--Years Ended December 31, 2000, 1999 and 1998. The following financial information is incorporated by reference into Item 8 from the Corporation's Annual Report to Shareholders for the year ended December 31, 2000: Financial Statements of Northern Trust Corporation (Corporation): Condensed Balance Sheet--December 31, 2000 and 1999. Condensed Statement of Income--Years Ended December 31, 2000, 1999 and 1998. Consolidated Statement of Comprehensive Income--Years Ended December 31, 2000, 1999 and 1998. Consolidated Statement of Changes in Stockholders' Equity--Years Ended December 31, 2000, 1999 and 1998. Condensed Statement of Cash Flows--Years Ended December 31, 2000, 1999 and 1998. The Notes to Consolidated Financial Statements as of December 31, 2000, incorporated by reference into Item 8 from the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, pertain to the Bank only information, consolidated financial statements and Corporation only information listed above. The Report of Independent Public Accountants incorporated by reference into Item 8 from the Corporation's Annual Report to Shareholders for the year ended December 31, 2000 pertains to the consolidated financial statements and Corporation only information listed above. Financial statement schedules have been omitted for the reason that they are not required or are not applicable. Item 14(a)3--Exhibits The exhibits listed on the Exhibit Index beginning on page 32 of this Form 10-K are filed herewith or are incorporated herein by reference to other filings. - -------------------------------------------------------------------------------- 29 - -------------------------------------------------------------------------------- Item 14(b)--Reports on Form 8-K In a report on Form 8-K dated October 16, 2000, Northern Trust incorporated by reference in Item 5 its October 16, 2000 press release, reporting on its earnings for the third quarter and nine months of 2000. The press release, with summary financial information, was filed as an exhibit pursuant to Item 7 of the Form 8-K. - -------------------------------------------------------------------------------- 30 - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-K Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 15, 2001 Northern Trust Corporation (Registrant) By: /s/ William A. Osborn ----------------------------------- William A. Osborn Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Title --------- ----- /s/ William A. Osborn Chairman of the Board, - ---------------------------------- William A. Osborn Chief Executive Officer and Director /s/ Perry R. Pero Vice Chairman and - ---------------------------------- Perry R. Pero Chief Financial Officer /s/ Harry W. Short Executive Vice President and Controller - ---------------------------------- Harry W. Short (Chief Accounting Officer) Duane L. Burnham Director Dolores E. Cross Director Susan Crown Director Robert S. Hamada Director Barry G. Hastings Director -- By: /s/ Kelly R. Welsh Arthur L. Kelly Director -------------------- Robert C. McCormack Director Kelly R. Welsh Edward J. Mooney Director Attorney-in-Fact Harold B. Smith Director William D. Smithburg Director Bide L. Thomas Director Date: March 15, 2001 - -------------------------------------------------------------------------------- 31 - -------------------------------------------------------------------------------- EXHIBIT INDEX The following Exhibits are filed herewith or are incorporated herein by reference.
Exhibit Incorporated By Reference to Exhibit of Same Name Exhibit In Prior Filing* Number Description Or Filed Herewith - -------------- -------------------------------------------------------------------------------- ------------------------- (3) Articles of Incorporation and By-laws (i) Restated Certificate of Incorporation of Northern Trust Corporation as amended to date................................................................ (19) (ii) By-laws as amended to date........................................................ (17) (4) Instruments Defining the Rights of Security Holders (i) Form of The Northern Trust Company's Global Senior Bank Note (Fixed Rate)............................................................ (18) (ii) Form of The Northern Trust Company's Global Senior Bank Note (Floating Rate)......................................................... (20) (iii) Form of The Northern Trust Company's Global Subordinated Bank Note (Fixed Rate)............................................... (18) (iv) Form of The Northern Trust Company's Global Subordinated Bank Note (Floating Rate)............................................ (20) (v) Junior Subordinated Indenture, dated as of January 1, 1997, between Northern Trust Corporation and The First National Bank of Chicago, as Debenture Trustee.............................................................. (6) (vi) Amended Certificate of Designations of Series A Junior Participating Preferred Stock dated October 29, 1999...................................................... (18) (10) Material Contracts (i) Northern Trust Corporation Amended Incentive Stock Plan, as amended May 20, 1986 **........................................................ (1) (1) Amendment dated November 1, 1996.............................................. (5) (ii) Lease dated July 1, 1988 between American National Bank & Trust Company of Chicago as Trustee under Trust Agreement dated February 12, 1986 and known as Trust No. 66603 (Landlord) and Nortrust Realty Management, Inc. (Tenant)....... (2) (iii) Restated Northern Trust Employee Stock Ownership Plan, dated January 1, 1989, as amended November 21, 1995 and April 26, 1996................................... (5) (1) Amendments effective January 1, 1996 to the Northern Trust Employee Stock Ownership Plan for former employees of Tanglewood Bank, N.A... (7) (2) Amendment effective September 30, 1996 to the Northern Trust Employee Stock Ownership Plan for certain former employees of First Chicago NBD Corporation................................... (7) (3) Amendments effective January 1, 1997 to the Northern Trust Employee Stock Ownership Plan for former employees of Bent Tree National Bank......... (7) (4) Amendment dated March 25, 1998 to the Northern Trust Employee Stock Ownership Plan............................................................... (9) (5) Amendment effective May 14, 1998 to the Northern Trust Employee Stock Ownership Plan......................................................... (11) (6) Amendment effective August 1, 1998 to the Northern Trust Employee Stock Ownership Plan......................................................... (11) (7) Amendment effective December 31, 1998 to the Northern Trust Employee Stock Ownership Plan......................................................... (14)
- -------------------------------------------------------------------------------- 32 - -------------------------------------------------------------------------------- (8) Amendments effective January 1, 1999 to the Northern Trust Employee Stock Ownership Plan...................................................... (16) (9) Amendment effective October 1, 1999 to the Northern Trust Employee Stock Ownership Plan...................................................... (18) (10) Amendment effective April 1, 2000 to the Northern Trust Employee Stock Ownership Plan...................................................... (19) (11) Amendment effective July 1, 2000 to the Northern Trust Employee Stock Ownership Plan...................................................... (20) (iv) Trust Agreement between The Northern Trust Company and Citizens and Southern Trust Company (Georgia), N.A., (predecessor of NationsBank which, effective January 1, 1998, was succeeded by U.S. Trust Company, N.A.) dated January 26, 1989.............................................................. (3) (1) Amendment dated February 21, 1995.............................................. (8) (2) Amendment dated January 2, 1998................................................ (9) (v) Implementation Agreement dated June 26, 1996 between the Registrant, The Northern Trust Company, the ESOP Trust and NationsBank (South) N.A. as Trustee (effective January 1, 1998, U.S. Trust Company, N.A. as successor Trustee).......................................................... (4) (vi) Term Loan Agreement between the ESOP Trust and the Registrant dated June 28, 1996....................................................................... (4) (1) Amendment dated as of June 30, 1999............................................ (17) (vii) Deferred Compensation Plans Trust Agreement dated May 11, 1998 between Northern Trust Corporation and Harris Trust and Savings Bank as Trustee (which, effective August 31, 1999, was succeeded by U.S. Trust Company, N.A.) regarding the Restated Supplemental Employee Stock Ownership Plan for Employees of The Northern Trust Company, the Restated Supplemental Thrift-Incentive Plan for Employees of The Northern Trust Company, the Restated Supplemental Pension Plan for Employees of The Northern Trust Company, and the Northern Trust Corporation Deferred Compensation Plan**............ (11) (1) Amendment dated August 31, 1991................................................ (17) (2) Amendment dated as of May 16, 2000.............................................. (19) (viii) Restated Northern Trust Corporation Supplemental Employee Stock Ownership Plan as amended and restated as of July 20, 1999**................................. (17) (1) Amendment dated as of May 16, 2000............................................. (19) (ix) Restated Supplemental Thrift-Incentive Plan for Employees of The Northern Trust Company as amended and restated as of July 20, 1999**........................ (17) (1) Amendment dated December 31, 1999.............................................. (18) (2) Amendment dated as of May 16, 2000............................................ (19) (x) Restated Northern Trust Corporation Supplemental Pension Plan as amended and restated as of July 20, 1999**....................................... (17) (1) Amendment dated as of May 16, 2000............................................. (19) (xi) Northern Trust Corporation Deferred Compensation Plan dated as of May 1, 1998**..... (11) (1) Amendment dated as of May 16, 2000............................................. (19) (xii) Rights Agreement, dated as of July 21, 1998, between Northern Trust Corporation and Norwest Bank Minnesota, N.A......................................... (10) (1) Amendment No. 1 to Rights Agreement dated as of November 18, 1998............... (12) (2) Amendment No. 2 to Rights Agreement dated as of February 16, 1999............... (13) (xiii) Lease dated as of November 29, 2000 between Lasalle Bank National Association Association, as successor trustee to American National Bank & Trust Company of Chicago as Trustee under Trust Agreement dated April 5, 1990 and known as Trust No. 110513-07 (Landlord) and The Northern Trust Company (Tenant) ............. Filed Herewith

- -------------------------------------------------------------------------------- 33 - -------------------------------------------------------------------------------- (xiv) Lease dated December 29, 2000 between Metropolitan Life Insurance Company (Landlord) and The Northern Trust Company (Tenant)........................ Filed Herewith (xv) Amended 1992 Incentive Stock Plan**................................................ (7) (1) Amendment dated January 20, 1998.............................................. (16) (2) Amendment dated September 15, 1998............................................. (16) (3) Amendment dated May 18, 1999................................................... (16) (xvi) Northern Trust Corporation (1999) Management Performance Plan**.................... (15) (xvii) Northern Trust Corporation (2000) Annual Performance Plan**........................ (19) (xviii) Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors**............ (14) (xix) Northern Trust Corporation 1997 Deferred Compensation Plan for Non-Employee Directors As Amended**............................................ (14) (xx) Form of Employment Security Agreement entered into between Northern Trust Corporation and each of 8 executive officers - as amended**........................ (4) (xxi) Form of Employment Security Agreement entered into between Northern Trust Corporation and each of 40 officers**.............................................. (4) (xxii) Form of Employment Security Agreement entered into between Northern Trust Corporation and each of 5 officers**............................................... (4) (xxiii) Amended and Restated Trust Agreement of NTC Capital I, dated as of January 16, 1997, among Northern Trust Corporation, as Depositor, The First National Bank of Chicago, as Property Trustee, First Chicago Delaware, Inc., as Delaware Trustee, and the Administrative Trustees named therein............................................................. (6) (xxiv) Guarantee Agreement, dated as of January 16, 1997, relating to NTC Capital I, by and between Northern Trust Corporation, as Guarantor, and The First National Bank of Chicago, as Guarantee Trustee.............................................. (6) (xxv) Amended and Restated Trust Agreement of NTC Capital II, dated as of April 25, 1997, among Northern Trust Corporation, as Depositor, The First National Bank of Chicago, as Property Trustee, First Chicago Delaware, Inc., as Delaware Trustee, and the Administrative Trustees named therein........... (7) (xxvi) Guarantee Agreement, dated as of April 25, 1997, relating to NTC Capital II, by and between Northern Trust Corporation, as Guarantor, and The First National Bank of Chicago, as Guarantee Trustee....................... (7) (xxvii) Agreement between Fiserv Solutions, Inc. and The Northern Trust Company dated as of October 20, 1998............................................... (14) (xxviii) Agreement for Lease between Heron Quays Properties Limited (Developer) and The Northern Trust Company (Tenant) dated as of November 15, 2000.............. Filed Herewith (xxix) Lease Agreement between Perimeter Summit Parcel 3 Limited Partnership (Landlord) and Northern Trust Retirement Consulting, L.L.C. (Tenant) dated as of November 5, 1999............................................................................... Filed Herewith (1) First Amendment dated as of February 29, 2000 Filed Herewith (2) Second Amendment dated as of September 8, 2000 Filed Herewith (13) 2000 Annual Report to Shareholders............................................................. Filed Herewith (21) Subsidiaries of the Registrant................................................................. Filed Herewith (23) Consent of Independent Public Accountants...................................................... Filed Herewith (24) Powers of Attorney............................................................................. Filed Herewith (99) Additional Exhibits (i) Corporate Governance Guidelines Adopted May 16, 2000............................... (19)

- -------------------------------------------------------------------------------- 34 - -------------------------------------------------------------------------------- *Prior Filings (File No. 0-5965) - -------------------------------- (1) Quarterly Report on Form 10-Q for the quarter ended September 30, 1986 (2) Annual Report on Form 10-K for the year ended December 31, 1988 (3) Form 8-K dated January 26, 1989 (4) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (5) Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (6) Form 8-K dated January 22, 1997 (7) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (8) Annual Report on Form 10-K for the year ended December 31, 1997 (9) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (10) Form 8-A dated July 24, 1998 (11) Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (12) Form 8-K dated November 20, 1998 (13) Form 8-K dated February 19, 1999 (14) Annual Report on Form 10-K for the year ended December 31, 1998 (15) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (16) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (17) Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (18) Annual Report on Form 10-K for the year ended December 31, 1999 (19) Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 (20) Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 ** Denotes management contract or compensatory plan or arrangement --------------------------------------------------------------- Upon written request to Rose A. Ellis, Secretary, Northern Trust Corporation, 50 South LaSalle Street, Chicago, Illinois 60675, copies of exhibits listed above are available to Northern Trust Corporation stockholders by specifically identifying each exhibit desired in the request. Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Corporation hereby agrees to furnish the Commission, upon request, any instrument defining the rights of holders of long-term debt of the Corporation not filed as an exhibit herein. No such instrument authorizes long-term debt securities in excess of 10% of the total assets of the Corporation and its subsidiaries on a consolidated basis. - -------------------------------------------------------------------------------- 35 EX-10.(XIII) 2 dex10xiii.txt LEASE DATED AS OF NOVEMBER 29, 2000 EXHIBIT NUMBER (10)(xiii) TO 2000 FORM 10-K 181 WEST MADISON BUILDING LEASE WITH THE NORTHERN TRUST COMPANY TENANT LEASING AGENT DOUGLAS ELLIMAN-BEITLER MANAGEMENT CORPORATION 181 West Madison Street Suite 3900 Chicago, Illinois 60602 - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. LEASE OF PREMISES; DEFINITIONS......................................................................... 2 2. TERM................................................................................................... 6 3. RENT................................................................................................... 6 4. OPERATING EXPENSES..................................................................................... 9 5. HOLDING OVER........................................................................................... 18 6. USE.................................................................................................... 18 7. LANDLORD'S SERVICES AND OBLIGATIONS.................................................................... 19 8. TENANT'S OBLIGATIONS................................................................................... 22 9. RIGHTS RESERVED TO LANDLORD............................................................................ 28 10. TELEPHONE, ELECTRIC AND OTHER SERVICES................................................................. 31 11. LANDLORD'S TITLE....................................................................................... 31 12. QUIET ENJOYMENT........................................................................................ 31 13. LIMIT ON WAIVER OF CERTAIN CLAIMS...................................................................... 31 14. CONDITION OF PREMISES AND LANDLORD'S WORK.............................................................. 32 15. TERMINATION............................................................................................ 32 16. ASSIGNMENT AND SUBLETTING.............................................................................. 33 17. UNTENANTABILITY........................................................................................ 36 18. DEFAULTS; CONDITIONS LIMITATIONS; REMEDIES............................................................. 38 19. EMINENT DOMAIN......................................................................................... 44 20. SUBORDINATION AND SUPERIORITY OF THIS LEASE............................................................ 44

21. SPRINKLERS............................................................................................ 45 22. LANDLORD'S MAINTENANCE................................................................................ 45 23. NOTICE................................................................................................ 46 24. SUCCESSORS AND ASSIGNS................................................................................ 46 25. INSURANCE............................................................................................. 47 26. MISCELLANEOUS......................................................................................... 49 27. ESTOPPEL CERTIFICATES................................................................................. 52 28. MORTGAGEE PROTECTION.................................................................................. 52 29. LANDLORD'S COMPLIANCE WITH LAW........................................................................ 53 30. INDEMNIFICATION BY TENANT............................................................................. 54 31. INDEMNIFICATION BY LANDLORD........................................................................... 55 32. POSSESSION............................................................................................ 55 33. EXONERATION CLAUSE.................................................................................... 55 34. WAIVER OF JURY TRIAL.................................................................................. 56 35. LANDLORD DEFAULT AND PERFORMANCE BY TENANT............................................................ 56 36. MOST FAVORED TENANT................................................................................... 57 37. PEDESTRIAN BRIDGE..................................................................................... 58 38. MONUMENT SIGNAGE...................................................................................... 59 39. LOBBY SIGNAGE......................................................................................... 59 40. RIGHTS PERSONAL TO TENANT............................................................................. 59 41. FIRST EXTENSION OPTION................................................................................ 60 42. SECOND EXTENSION OPTION............................................................................... 61

43. MARKET RATE........................................................................................... 62 44. ELEVATOR TRANSFER..................................................................................... 63 45. CONTRACTION OPTION.................................................................................... 63 46. RIGHT OF FIRST OFFER UPON SALE OF THE BUILDING........................................................ 65 47. NAME OF THE BUILDING.................................................................................. 66 48. PUT SPACE............................................................................................. 67 49. ALLOWANCE FOR EXTENSION PREMISES...................................................................... 69 50. TERMINATION OF EXISTING LEASE......................................................................... 69 51. RIGHT OF FIRST OFFER TO LEASE......................................................................... 71 52. EXPANSION SPACE....................................................................................... 74 53. PARKING............................................................................................... 77 54. BACK UP GENERATOR..................................................................................... 78 55. KITCHEN FACILITIES.................................................................................... 78 EXHIBIT A Plan of Premises................................................................................ A-1 EXHIBIT B Rentable Area................................................................................... B-2 EXHIBIT C Rules and Regulations........................................................................... C-1 EXHIBIT D Cleaning Specifications......................................................................... D-1 EXHIBIT E Tenant Lease Estoppel Certificate............................................................... E-1 EXHIBIT F Legal Description............................................................................... F-1 EXHIBIT G ["Intentionally Deleted"]....................................................................... G-1 EXHIBIT H Base Rent....................................................................................... H-1

EXHIBIT I Items to be Removed............................................................................. I-1 EXHIBIT J Payment of Rent Adjustment...................................................................... J-1 EXHIBIT K Example of Calculation of Special Tenant Fee.................................................... K-1 EXHIBIT L Stacking Plan 181 West Madison Stacking Plan.................................................... L-1 EXHIBIT M Level Pay....................................................................................... M-1 EXHIBIT N Short Form of Lease............................................................................. N-1 EXHIBIT O Form of First Offer Notice...................................................................... O-1 EXHIBIT P Landlord's Work................................................................................. P-1 EXHIBIT Q Parking Space Location.......................................................................... Q-1

LEASE FOR 181 WEST MADISON BUILDING THIS LEASE (this "Lease") is made and entered into at Chicago, Illinois, as of the 29th day of November, 2000, by and between LASALLE BANK NATIONAL ---- -------- ASSOCIATION, as successor trustee to American National Bank and Trust Company of Chicago, not individually, but solely and only as Trustee under a certain Trust Agreement (the "Trust Agreement") dated the 5/th/ day of April, 1990, and known as Trust Number 110513-07 (the "Landlord"), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation (the "Tenant"), as follows: RECITALS -------- A. American National Bank and Trust Company of Chicago, as Trustee under Trust No. 65287 ("Prior Landlord") and Tenant entered into that certain Lease dated August 28, 1985 (the "Original Lease") as amended by that certain First Amendment to Agreement of Lease dated August 15, 1986 (the "First Amendment"), that certain Second Amendment to Agreement of Lease dated August 6, 1987 (the "Second Amendment"), and that certain Third Amendment to Agreement of Lease dated May 20, 1988 (the "Third Amendment"). B. The Original Lease, as amended by the First Amendment, Second Amendment and Third Amendment, was assigned by Prior Landlord to Landlord by an assignment dated April 6, 1990. C. Landlord and Tenant further amended the Original Lease by that certain Fourth Amendment to Agreement of Lease dated May 1, 1990 ("Fourth Amendment"), that certain Fifth Amendment to Agreement of Lease dated January 12, 1995, that certain Sixth Amendment to Agreement of Lease dated November 30, 1995 ("Sixth Amendment") that certain Seventh Amendment dated February 24, 1998, that certain Eighth Amendment to Lease dated January 31, 2000, that certain Ninth Amendment to Lease dated January 31, 2000 ("Ninth Amendment"), that certain Tenth Amendment to Lease dated February 1, 2000, ("Tenth Amendment") that certain Eleventh Amendment to Lease dated August 1, 2000, ("Eleventh Amendment") and that certain Twelfth Amendment to Lease dated August 28, 2000, (Twelfth Amendment). The Original Lease, as amended, is hereinafter referred to as the "Existing Lease." D. Pursuant to the Existing Lease, Tenant leased the Extension Premises (as defined in Section 1B) and the 23/rd/ floor of the Building from Landlord, totally approximately 284,296 rentable square feet in the Building, and the 36/th/ floor, containing 20,866 square feet of Rentable Area (collectively, the "Existing Premises"). 1 E. Landlord and Tenant have agreed to terminate the Existing Lease and enter into a new lease of the Premises for a longer term, on the terms and conditions of this Lease. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: 1. LEASE OF PREMISES; DEFINITIONS. A. The Landlord hereby leases to the Tenant and the Tenant hereby accepts the lease of the premises consisting of that certain office space on Exhibit A and incorporated herein by reference (the "Premises") located in the office building (the "Building") located on the real estate commonly known as 181 WEST MADISON BUILDING, located at 181 West Madison Street, Chicago, Illinois, the legal description of which is attached hereto as Exhibit F and incorporated herein by reference (the "Real Estate"). The Building and the Real Estate together with the vehicular drives, the above and below ground parking facilities, and all other structures and improvements now or hereinafter located upon the Real Estate are hereinafter sometimes collectively referred to as the "Property". Rentable Area of the Premises is deemed to be as shown on Exhibit A. A stacking plan of the Building showing Rentable Area per floor is attached as Exhibit L. B. The following terms shall have the following meanings wherever used in this Lease: (i) "Affiliate" shall have the meaning set forth in Section 16. (ii) "Alterations" shall have the meaning set forth in Section 8J. (iii) "Special Tenant Fee" shall have the meaning set forth in Section 3D. (iv) "Base Rent" shall have the meaning set forth in Section 3A. (v) "Building" shall have the meaning set forth in Section 1A. (vi) "Calculation Year" shall have the meaning set forth in Section 4A(vi). (vii) "Commencement Date" shall have the meaning set forth in Section 2. (viii) "Default Rate" shall have the meaning set forth in Section 3F. (ix) "Deficiency" shall have the meaning set forth in Section 18F. (x) "Employee" means an officer, director, employee, partner, contractor, subcontractor, or representative. 2 (xi) "Existing Lease" shall have the meaning set forth in Recital C. (xii) "Existing Premises" shall have the meaning set forth in Recital D. (xiii) "Expansion Space" shall have the meaning set forth in Section 52. (xiv) "Extension Premises" means the following space identified on Exhibit A: floors 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15 (Suite 1500, Suite 1550), Suite 1600 on the 16th floor, 20. (xv) "First Offer Space" shall have the meaning set forth in Section 51. (xvi) "Fiscal Year" shall have the meaning set forth in Section 3D. (xvii) "Fiscal Year Tax and Expense Amount" shall have the meaning set forth in Section 3D. (xviii) "Government Entity" means the United States, the State of Illinois, the City of Chicago, and any and every other agency, department, commission, rule-making body, bureau, instrumentality, and/or political subdivision of government of any kind whatsoever, now existing or hereafter created, now or hereafter having jurisdiction over the Premises, the Building, and/or the use, occupancy, possession, operation and/or maintenance of the Premises and/or the Building. (xix) "Indemnitee" means Landlord, Landlord's Affiliates, and Rental Agent. (xx) "Landlord" shall have the meaning set forth in the opening paragraph and in Section 24. (xxi) "Landlord's Affiliates" means: (a) any Person controlling Landlord and any Person controlling the same; (b) any Person controlled by Landlord and any Person controlled by the same; (c) any Person under common control with Landlord; (d) any Person which acquires substantially all of the assets of Landlord or any corporation into which Landlord may be merged or with which Landlord may be consolidated; 3 (e) any Person who is a beneficiary under the Trust Agreement, any Person controlling or controlled by, or under common control with, such a beneficiary, and any Person controlling or controlled by the same; and (f) all Employees of Landlord and of every Person referred to in (a), (b), (c), (d) and (e) above. For purposes of this definition, "control" means the direct or indirect ownership of more than twenty percent (20%) of the common stock of a corporation or the direct or indirect beneficial ownership of an unincorporated enterprise. (xxii) "Landlord's Work" shall have the meaning set forth in Exhibit P. (xxiii) "Law" or "Laws" means each and every law, rule, regulation, order, ordinance, statute, requirement, code or executive mandate of any kind whatsoever, present or future, issued by any Government Entity applicable to or affecting the Premises and/or the Property, and/or the use, occupancy, possession, operation, and/or maintenance of the Premises and/or the Property. (xxiv) "Lease" shall have the meaning set forth in the opening paragraph. (xxv) "Lease Termination Notice" shall have the meaning set forth in Section 18B(i). (xxvi) "Lease Year" shall have the meaning set forth in Section 4A(i). (xxvii) "Legal Proceeding" means every action, litigation, summary proceeding, arbitration, administrative proceeding, and other legal or equitable proceeding of any kind whatsoever. (xxviii) "Market Rental Rate" shall have the meaning set forth in Section 43. (xxix) "Operating Expense Deposit" shall have the meaning set forth in Section 4A(v). (xxx) "Operating Expenses" shall have the meaning set forth in Section 4A(iii). (xxxi) "Person" means an individual person, corporation, partnership, trust, joint venture, proprietorship, estate or other incorporated or unincorporated enterprise, entity, or organization of any kind whatsoever. 4 (xxxii) "Possession Termination Notice" shall have the meaning set forth in Section 18B(ii). (xxxiii) "Premises" shall have the meaning set forth in Section 1. (xxxiv) "Prime Rate" shall have the meaning set forth in Section 3C. (xxxv) "Put Space" shall have the meaning set forth in Section 48. (xxxvi) "Property" shall have the meaning set forth in Section 1. (xxxvii) "Real Estate" shall have the meaning set forth in Section 1. (xxxviii) "Rent" shall have the meaning set forth in Section 3. (xxxix) "Rent Adjustment" shall have the meaning set forth in Section 3. (xl) "Rental Agent" shall have the meaning set forth in Section 3. (xli) "Rentable Area" for each full office floor in the Building from floors 4 through 38, both inclusive, is shown on Exhibit B, as agreed to by Tenant and Landlord. If "Rentable Area" is stated in the Lease for a partial floor then, that area shall be deemed agreed to by Landlord and Tenant. "Rentable Area" for partial floors which may be leased by Tenant in the Building and which are not specifically set forth in this Lease shall be determined pursuant to the Standard Method for Measuring Floor Area in Office Buildings published by the Building Owners and Managers Association International approved June 7, 1996, by American National Standards Institute, Inc., or other more recent issuance of such standards. Rentable Area does not equal useable area. (xlii) "RSF" shall mean, as the context requires, one square foot or a number of square feet of Rentable Area in any given space. (xliii) "Superior Encumbrance" means the following: (a) any and every mortgage or trust deed now a lien, or hereafter becoming a lien, upon the Building, Real Estate or Property, or any part thereof; (b) any lease presently or hereafter in effect between Landlord, as lessee or tenant, and any fee owner of the Building, Real Estate or Property; and 5 (c) any amendment, modification, or consolidation of the foregoing, and all liens securing any further advances made in connection with the foregoing. (xliv) "Tax and Expense Cap" shall have the meaning set forth in Section 3D. (xlv) "Tax and Expense Component" shall have the meaning set forth in Section 3D. (xlvi) "Taxes" shall have the meaning set forth in Section 4A(iv). (xlvii) "Tenant" shall have the meaning set forth in the opening paragraph. (xlviii) "Tenant's Proportionate Share" shall have the meaning set forth in Section 4A(ii). (xlix) "Tenant's Work" means all Alterations, and any repairs, maintenance, decorations or improvements which Tenant is obligated to perform under this Lease. (l) "Term" shall have the meaning set forth in Section 2. (li) "Trust Agreement" shall have the meaning set forth in the opening paragraph. (lii) "23/rd/ Floor" shall mean that portion of the Premises located on the 23rd Floor, when used to identify a portion of the Premises. (liii) "include" or "including" shall be construed as meaning to include, or including, "but not limited to" or "without limitation". 2. TERM. The Term of this Lease commences on the 1st day of December, 2000 (the "Commencement Date") and ends on the last day of December 31, 2020 (the "Term"), unless sooner terminated or extended as hereinafter provided. 3. RENT. Tenant will pay to Landlord's rental agents, DOUGLAS ELLIMAN-BEITLER MANAGEMENT CORPORATION, (the "Rental Agents") at 181 West Madison Street, Suite 3900, Chicago, Illinois 60602, or to such other persons or at such other places as the Landlord may direct from time to time by written notice to the Tenant, in coin or currency or wire transfer of good funds which at the time of payment is legal tender for the payment of public and private debts in the United States of America, without setoff, recoupment or deduction whatsoever and, without demand 6 or billing, except as hereinafter provided, the aggregate of the following, all of which are hereby declared to be "Rent". A. Base Rent (hereinafter defined), payable in advance in equal monthly installments each promptly on the first day of each and every calendar month during the Term of this Lease. "Base Rent" shall mean the sum of the amounts for each twelve month period during the Term of this Lease calculated for each portion of the Premises by multiplying the Rentable Area shown on Exhibit H for each portion of the Premises by the Base Rent per RSF shown on Exhibit H for such space for the applicable period shown opposite the Base Rent per RSF shown on Exhibit H. B. "Tenant's Proportionate Share of Operating Expenses" and "Operating Expense Deposits" (hereinafter defined); C. "Rent Adjustment" equal to the amounts provided for in Exhibit J, payable as set forth in Exhibit J. D. An annual fee ("Special Tenant Fee") per square foot of Rentable Area of the Premises for which it is applicable (as hereinafter set forth), multiplied by the Rentable Area to which it applies, payable for each Fiscal Year (hereinafter defined) set forth below, equal to the total of (i) Four Percent (4%) of the Tax and Expense Component (hereinafter defined) for a Lease Year immediately preceding the Fiscal Year for which it is payable, plus (ii) the Special Tenant Fee per square foot of Rentable Area of the Premises for which it applies for the previous Fiscal Year. The Special Tenant Fee shall be payable in equal monthly installments in advance on the first day of each month during each Fiscal Year as provided above. The Special Tenant Fee is not a component of Rent after the initial Term of the Lease (i.e. it is not a component of Rent during the First Extension Period and Second Extension Period) nor is it a component of Rent for Expansion or First Offer Space. (i) Definitions. ----------- (a) A "Fiscal Year" shall mean each twelve-month period commencing on an April 1. (b) "Tax and Expense Component" for any Lease Year means the lesser of the (1) Tax and Expense Cap (hereinafter defined) for such Lease Year and (2) the Tax and Expense Amount (hereinafter defined) for such Lease Year. (c) "Tax and Expense Amount" for a Lease Year means the amount per square feet of Rentable Area obtained by dividing (1) the sum of (i) Tenant's Proportionate Share of Operating Expenses (excluding Taxes) for such Lease Year plus 7 (ii) Tenant's Proportionate Share of Taxes payable during such prior Lease Year (regardless of the Lease Year to which attributable), by (2) Rentable Area of the Premises. (d) The "Tax and Expense Cap" for any Lease Year shall be the product of 1.03 multiplied by the previous Tax and Expense Cap. The first Tax and Expense Cap is 1.03 multiplied by the Tax and Expense Amount for Lease Year 2000. Once the Tax and Expense Amount for Lease Year 2000 is determined, Landlord shall calculate the Tax and Expense Cap for the balance of the Term and Landlord and Tenant shall confirm it in a written and executed supplement to the Lease within 60 days after delivering of Landlord's statement under Section 4D. (ii) When The Special Tenant Fee Commences. With respect to the ------------------------------------- 23/rd/ floor space and Put Space, the Special Tenant Fee will be payable for each Fiscal Year commencing with the Fiscal Year beginning April 1, 2002 . For the Extension Premises, the Special Tenant Fee will be payable for each Fiscal Year commencing April 1, 2005, and shall be at the same rate per square foot as the 23/rd/ floor and Put Space. (iii) Example. An example of calculation of the Special Tenant Fee ------- is shown on Exhibit K. (iv) Proration. If space for which the Special Tenant Fee is payable --------- is added or deleted from the Premises in any Fiscal Year, then the Special Tenant Fee shall be prorated for such Fiscal Year based on the RSF to which it applies for the period such RSF applies. E. All other payments required to be made by the Tenant under this Lease. In the event the Term of this Lease commences on a day other than the first day of a calendar month or in the event that this Lease ends prior to the end of a twelve month period or ends on a day other than the last day of a calendar month, the Rent for such month or such period shall be prorated (except as provided in Section 4E or Exhibit J). Tenant's obligation and covenant to pay Rent is independent of every other covenant set forth in this Lease and shall survive the expiration or termination of this Lease. F. Interest at the Default Rate from the due date of each payment of Rent due under this Lease until paid, if Tenant is ever in Default. The phrase "Default Rate" means the lower of: (i) the highest lawful rate, or (ii) a rate of interest equal to the sum of two percent (2%) plus the "Prime Rate". The phrase "Prime Rate" means that rate of interest as defined in the most recently published in the Wall Street Journal (or any successor publication) as the"Prime ------------------- Rate",changing simultaneously and automatically with each published change in the Prime Rate,such change to be effective as of and on the date published as the effective date for the change in its said Prime Rate. In the event the Wall ---- 8 Street Journal (or any successor publication) shall discontinue to publish a - -------------- Prime Rate, Landlord shall substitute therefor, in Landlord's judgment reasonably exercised, the prime rate or base rate or similar rate of interest announced or published by a major United States bank or major business publication or financial publication. 4. OPERATING EXPENSES . A. Definitions. For the purposes of this Lease, the following terms, words or phrases shall have the meanings and definitions described in this subsection 4 A: (i) "Lease Year" means a consecutive twelve month period commencing January 1 and ending December 31, both inclusive. In the event the term of this Lease ends on a date other than December 31, then in such event, "Lease Year" also means that period ending on the date of expiration of the term of this Lease and commencing on the immediately preceding January 1. (ii) "Tenant's Proportionate Share" means 305,162/918,555, or thirty three and 22/100 percent (33.22%). If at any time additional space is added to the Premises, then Tenant's Proportionate Share shall increase by the percentage obtained by dividing the number of square feet of Rentable Area added, by 918,555. If at any time space is deleted from the Premises, then Tenant's Proportionate Share shall decrease by the percentage obtained by dividing the number of square feet of Rentable Area deleted, by 918,555. If at any time in the future the number of rentable square feet of office space in the Building is reduced by reason of a change in the Building's structure or by reason of the separation of ownership of a portion of the Building by a device such as vertical subdivision or submission of the Building to a condominium form of ownership, with the result that Tenant's Proportionate Share no longer reflects the ratio which the area of the Premises holds to the total amount of office space in the Building for which Landlord continues to pay Taxes and other Operating Expenses, then Landlord shall be entitled to equitably adjust Tenant's Proportionate Share to reflect such change in circumstance; provided that Operating Expenses associated with excluded rentable area are also equitably excluded. (iii) "Operating Expenses" means Taxes (as hereinafter defined) and all costs, expenses and disbursements of every kind, nature or description, paid or incurred by or on behalf of the Landlord or its beneficiaries relating to the ownership, management, operation, maintenance and repair of the Property and the sidewalks and areas adjacent thereto and of the personal property, fixtures, machinery, equipment, systems and apparatus located therein or used in connection therewith, including, but not limited to: the costs of electricity, steam, water, fuel, heating, lighting, air conditioning, window cleaning, 9 janitorial services; insurance (including, but not limited to, fire, extended coverage, liability, workmen's compensation, elevator, boiler, plate glass or any other insurance carried in good faith by the Landlord and applicable to the Property or the said personal property); painting; uniforms; management fees, (however if no managing agent is employed by Landlord, a sum in lieu thereof which is not in excess of the then prevailing rates for the management of first-class office buildings in Chicago, Illinois), supplies, sundries, sale or use taxes on supplies or services; costs of wages, salaries and bonuses of all persons at and below the level of Building manager engaged in the operation, maintenance and repair of the Property and so-called "fringe benefits" (including, but not limited to, overtime pay, social security taxes, unemployment insurance taxes, costs for providing coverage for disability benefits, costs for any pensions, hospitalization, welfare or retirement plans, vacation or severance pay, or any other similar or like expense incurred under the provisions of any collective bargaining agreement, or any costs or expenses which the Landlord, or its beneficiaries, pays or incurs to provide benefits for employees so engaged, or previously engaged, in the operation, maintenance and repair of the Property), the purchase price or rental cost, as applicable, of all building and cleaning supplies, tools, materials, machinery and equipment; depreciation of movable equipment used in the operation, maintenance, and repair of the Building, expenses imposed on Landlord pursuant to Laws, metal, elevator cab, lobby, plaza, sidewalk, curb and other public area maintenance and cleaning; interior and exterior landscaping and decoration; cleaning of grounds, sidewalks, parking lots, and other areas of the Property; a computer and other services for bookkeeping, record keeping, accounting and rent collection; association fees or dues; guards, watchmen and other security personnel, services and/or systems; Building telephone system; repairs, replacements and improvements which are necessary or appropriate for the continued operation of the Building as a first-class building (including those relating to the heating, air conditioning, mechanical and electrical systems, and elevators); blacktopping or other paving or repaving of parking areas; and painting or striping of such areas; snow removal from sidewalks and parking areas and from roofs and other areas of the Property; water and sewer rents, rates and charges, and all costs and charges (if any) for installing, repairing, or replacing water meters; excises, levies, licenses and permit fees; service charges, if any, with respect to police and fire protection, security, or street maintenance and lighting; fees and charges for construction, maintenance, occupancy or use of any vault, passageway or space in, on, over or under the street or sidewalks adjacent to the Building, or for the construction, maintenance or use of any part of the Building within the limits of any street; the charges of any independent contractor who, under a contract with the Landlord, or its representatives, does any of the work of operating, maintaining or repairing of the Property; legal and accounting fees and 10 expenses; or any other expense or charge, similar or dissimilar, whether or not heretofore mentioned, which, in accordance with generally accepted management and accounting principles, would be considered as an expense of maintaining, operating or repairing the Property or the said personal property. Operating Expenses shall not include, however, the following: (a) Costs of alterations of any tenant's premises; (b) Interest, principal, points and fees on debts or amortization on any mortgage or debt instrument encumbering the Property (except as permitted in (c) below above), as well as or lease rentals paid or payable on any ground or underlying lease; (c) Costs of capital improvements, except that Operating Expenses shall include (1) the cost of any capital improvements completed after the Commencement Date of the Existing Lease (other than in connection with the original construction of the Building) which are initially projected by Landlord to reduce Operating Expenses, provided that the cost of capital improvement in (1) does not exceed $150,000, or if such cost does exceed $150,000, then (v) such cost must be evenly amortized by Landlord over the useful life of the capital improvement, with interest on the unamortized amount at the Prime Rate, (w) such amortized costs (including interest as aforesaid) shall only be included in Operating Expenses under this Lease for that portion of the useful life of the capital improvement which falls within the Term, (x) that portion of the annual amortized costs (including interest as aforesaid) to be included in Operating Expenses shall be the lesser of such annual costs or the projected annual reduction in Operating Expenses for the portion of the useful life of the capital improvement which falls within the Term, as reasonably estimated by Landlord in detail by expense category prior to making such capital improvement, (y) all elements of such projection shall be completed in accordance with generally accepted accounting principles and practices in effect at the time the capital improvement is proposed to be made, and (z) a copy of such projection and the underlying calculations shall be furnished to Tenant prior to Landlord's including the cost of any such capital improvement in Operating Expenses; and (2) provided that conditions (1)(v) and (1)(w) above are satisfied, the cost of any capital improvements which are necessary to keep the Land and Building in compliance with all governmental rules and regulations applicable from time to time thereto and enacted or adopted after the Commencement Date of the Existing Lease. (d) All expenses for which Landlord has received any reimbursement to the extent of such reimbursement, other than indirect reimbursement by the payment by any tenant of base rent or its share of Operating Expenses; (e) Attorney's fees, costs and disbursements and other expenses incurred in connection with tenant leases, including, without limitation, negotiations with prospective tenants or disputes with any tenant but excluding any expenses incurred in the performance of any of Landlord's obligations under such tenant leases which are reimbursed by tenants payment of Operating Expenses; 11 (f) Expenses for repairs or other work occasioned by a casualty, except that Operating Expenses shall include the cost of repairs or other work occasioned by a casualty to the extent that such cost is not covered by Landlord's insurance described in Section 25 hereof because of the deductible amount permitted in Section 25; (g) Depreciation and amortization, except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation and amortization would otherwise have been included in the charge for such third party's services, all as determined in accordance with generally accepted accounting principles, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life. (h) Real estate brokers' commissions or compensation and other expenses (including, without limitation, architectural, space planning or engineering services) incurred in leasing or procuring tenants; (i) The cost of any electric current furnished for lighting and equipment (other than for the operation of fan rooms, telephone closets and other elements of the Building's shared systems) located in the Premises or in premises occupied by any other tenant in the Building; (j) The cost of correcting defects in the construction of the Building or in the Building equipment provided that this shall not exclude from Operating Expenses the cost of normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Building in light of their specifications; (k) The cost of any repair made by Landlord pursuant to or as a result of condemnation; (l) The cost of installing, operating and maintaining any specialty facility, such as an observatory, broadcasting facilities, luncheon club, athletic or recreational club, cafeteria or dining facility not available to Tenant; (m) The cost of any repairs, alterations, additions, charges, replacements and other items not specifically referred to in subparagraph (c) of this Paragraph 5A and which, under generally accepted accounting principles, are properly classified as capital expenditures; (n) Any management or other fees and expenses paid to an agent which is related to Landlord or its beneficiary to the extent such fees are in excess of the customary amounts which would be paid in the absence of such relationship; (o) Executive salaries and benefits above the grade of Building manager; 12 (p) Expenses incurred in connection with services or other benefits of a type which are not provided to Tenant but which are provided to another tenant or occupant of the Building; (q) Any penalty charges incurred by Landlord due to the violation of any law; (r) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (s) Advertising and promotional expenditures; (t) costs for sculptures, paintings and other objects of art located within the Building, except only for the costs of maintaining such objects in the public areas of the Building; (u) Expenses incurred by Landlord, if any, in connection with the operation, cleaning, repair, safety, management, security, maintenance or other services of any kind provided to the mezzanine, first floor and basement or any other portions of the Building which are leased for retail purposes which are provided solely for the benefit of tenants occupying such portions or for the parking garage; and (v) Expenses which could have been avoided by taking advantage of available discounts offered by suppliers to the Building of services and supplies and others in consideration for timely payments, unless Landlord promptly and in good faith disputes such expenses. (w) Costs (including in connection therewith all attorneys' fees and costs of settlement, judgments and payments in lieu thereof) arising from claims, disputes or potential or actual claims, litigation or arbitration pertaining to the Landlord or the Real Estate arising out of Landlord's tort, unexcused breach of contract or violation of Laws. (x) Costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building including accounting and legal matters of such entity, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Building, costs of any disputes between Landlord and its employees (if any) not engaged in Building operation, and disputes of Landlord with Building management. (y) Any expenses incurred by Landlord for use of any portions of the Building to accommodate events not benefitting Tenant including, but not limited to shows, promotions, kiosks, displays, filming, photography, private events or parties, ceremonies and advertising beyond the normal expenses otherwise attributable to providing Building services, such as lighting and HVAC to such public portions of the building in normal operations during standard Building hours of operation. 13 If the Property is not fully occupied during all or any portion of the Calculation Year (as defined below), Landlord may elect to make an appropriate adjustment of the Operating Expenses for such year, employing sound management principles, to determine the amount of "Operating Expenses" that would have been paid or incurred by the Landlord had the Property been fully occupied and the amount so determined shall be deemed to have been the amount of Operating Expenses for such Calculation Year. Further, if Landlord is not furnishing any particular work or service (the cost of which if performed by Landlord would constitute an Operating Expense) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be determined to be increased by an amount equal to the additional Operating Expense which reasonably would have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant; provided, however, that by reason of the foregoing adjustment or increase Tenant shall in no event pay for any item of expense which is adjusted or increased an amount in excess of the product of "Tenant's Occupancy Share" (as hereinafter defined) multiplied by the total amount actually paid or incurred by Landlord for such item. For purposes hereof, the term "Tenant's Occupancy Share" shall mean a fraction, the numerator of which is the Rentable Area of the Premises, and the denominator of which is the total occupied area of the office space leased and provided with services in the Building. If any Operating Expenses, though paid in one year, relates to more than one Lease Year, at the option of the Landlord, such Operating Expense may be allocated among such related Lease Years in such a manner as Landlord may reasonably determine. If any Operating Expense benefitting the Property relates to the Property and any other parcel of property, such Operating Expense shall be allocated among all parcels of property to which it relates in such a manner as Landlord may reasonably determine. (iv) "Taxes" means all federal, state and local governmental taxes, assessments and charges (including transit district taxes or assessments) of any kind or nature, whether general, special, ordinary or extraordinary, which Landlord or its beneficiaries shall pay or become obligated to pay because of or in connection with ownership, leasing, management, control or operation of the Property or of the personal property, fixtures, machinery, equipment, systems and apparatus located therein or used in connection therewith, including without limitation, any and all assessments made upon or with respect to any air rights or development rights now or hereafter appurtenant to or affecting the Property; all ad valorem taxes; any tax measured or based upon rental or rental receipts; any personal property taxes imposed upon the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances used in connection with the Property; fines, penalties, interest and similar charges, if any, applicable to the foregoing only if caused by Tenant's delayed payments of Tenant's Proportionate Share of Taxes or arising out of permitted installment payments (interest only but not fines or penalties); and all interest or costs attributable thereto. The amount included in Taxes for any Lease Year shall be the amount indicated by the tax bills due or payable for that Lease Year (e.g., the taxes includable in Taxes for 2000 shall be the tax 14 designated as 2000 taxes, whether or not they are paid in 2000), except that if the tax bills for such year are not available as of the date of the statement prepared for Landlord in accordance with subsection 4F, the amount of such taxes may be reasonably estimated by the person preparing the statement. There shall be deducted from Taxes, as determined for any year, the amount of any refund of taxes received by Landlord during such year. There shall be included in Taxes for any year the amount of all fees, costs and expenses paid by Landlord during such year in seeking or obtaining any refund or reduction of Taxes. Tenant shall be entitled to Tenant's Proportionate Share of any refund of Taxes attributable to any Lease Year during the Term for which Tenant paid Taxes based on Tenant's Proportionate Share in effect for such Lease Year. If any special assessment payable in installments is levied against the Property, Taxes for any year shall include only installments of such assessments and any interest thereon, payable with respect to such year (all without regard to any right to pay or payment of any such special assessment in a lump sum or single payment). Taxes shall not include any federal or state franchise, capital stock, inheritance, income from all sources generally, or estate taxes, except that if a change occurs in the method of taxation resulting in the substitution of any such taxes for any Taxes as herein above defined, such substituted taxes shall be included in Taxes. Taxes include legal fees, court costs and expenses charged or payable by or on behalf of the Landlord for the contest of or protest of any Taxes. Landlord shall consult with Tenant once the local assessing authorities of Cook County (Assessor and Board of Review) have issued the final assessed valuation for the Property and Landlord shall advise Tenant whether Landlord will be filing a specific objection suit in Cook County, Illinois, or appealing the assessed valuation with the Property Tax Appeal Board. Landlord shall file such suit or appeal if it believes it would reasonably be successful in reducing the assessed valuation. If Landlord decides not to file suit or appeal, Landlord shall inform Tenant of its reasons for such decisions. Landlord may also file an objection to the tax rate in the appropriate forum. (v) "Operating Expense Deposits" means one-twelfth (1/12th) of the amount of the Tenant's Proportionate Share of Operating Expenses (subject to the provisions of Section 4G below) for the then current Lease Year as Landlord shall reasonably estimate and communicate in writing to Tenant. (vi) "Calculation Year" means that Lease Year for which Tenant's Proportionate Share of Operating Expenses described in this Section 4 is payable, applicable or calculated. 15 B. Operating Expenses. Notwithstanding any provision of this Lease to the contrary, it is mutually agreed that the Base Rent payable by the Tenant under this Lease does not include Operating Expenses. C. Operating Expense Deposits. Tenant agrees to pay to the Rental Agent on the first day of each and every month during the term of this Lease the Operating Expense Deposit (subject to the provisions of Section 4G below). The Operating Expense Deposit shall be deposited against the Tenant's Proportionate Share of the Operating Expenses due or to become due for the Lease Year during which such deposits are required to be made. All Operating Expense Deposits may be commingled and need not be segregated by the Landlord or the Landlord's Rental Agent, and may be held and utilized by the Landlord without payment to the Tenant of interest or any sums for the use of any of said deposits. During the last Lease Year or during any partial Lease Year during which this Lease terminates, Landlord may include in the Operating Expense Deposit its estimates of Tenant's Proportionate Share of the Operating Expenses which may not be finally determined until after the expiration or termination of this Lease. D. Landlord's Statement-Tenant's Payment Of Tenant's Proportionate Share Of Operating Expenses. No later than one hundred twenty (120) days after the expiration of each Lease Year of this Lease, the Landlord shall cause to be furnished to the Tenant a statement setting forth the following: (i) Operating Expenses for the Calculation Year, divided into the following categories (to the extent applicable): Utilities, Insurance, Repairs and Maintenance, Cleaning, Management Fee and Administration. Landlord will also indicate the monthly Building occupancy for the Calculation Year shown as a percentage of total Rentable Area. Landlord shall be permitted to change the categories above if Landlord changes its chart of accounts or method of accounting. (ii) The amount of Tenant's Proportionate Share of Operating Expenses due Landlord for the Calculation Year, less credit for Operating Expense Deposits both paid by the Tenant in and allocable to said Calculation Year. (iii) The Operating Expense Deposit due monthly, as aforesaid, during the Lease Year next following the Calculation Year for which the statement is given (subject to revision as aforesaid), including the amount or revised amount due and payable for the months prior to the rendition of the statement. The Landlord and Tenant do hereby acknowledge that the real estate tax bills for the Property, in relation to any Calculation Year, will not be available until near the end of the calendar year following such Calculation Year. Accordingly, the Landlord shall have the right to amend such statement to take into account the actual real estate taxes payable in relation to a Calculation Year for a period of twelve months following the end of such Calculation 16 Year. The Landlord shall furnish any such amended statement to Tenant as soon as reasonably feasible after Landlord receives the final installment bill for such real estate taxes relating to such Calculation Year. On the day for payment of Base Rent next following receipt of any such statement, and provided at least thirty days has elapsed after Tenant's receipt of such statement, the Tenant shall pay to the Rental Agent the amount of Tenant's Proportionate Share of Operating Expenses due to the Landlord for the Calculation Year, as reflected in said statement, and the amount of Operating Expense Deposit due for the months between the expiration of the Calculation Year described in the statement to and including the month in which the statement is furnished; provided, however, that such payment shall be made due and payable without prejudice to any written exception made by Tenant with respect to Landlord's statement in accordance with Section 4F. If such statement shall reflect an amount due from the Landlord to the Tenant, then Landlord shall first apply such amount against the next due and payable Operating Expense Deposit and, if not exhausted, then to the next ensuing monthly Base Rent, due and payable and if there is any remaining balance, and Tenant is not in Default hereunder, said remaining balance shall be paid promptly to the Tenant. No interest or penalties shall accrue on any amounts which Landlord is obligated to pay or credit to Tenant by reason of this subsection 4D. E. Proration. If the Lease Term ends on any day other than the last day of December, any portion of Tenant's Proportionate Share of Operating Expense payment due Landlord shall be prorated, and the Tenant shall pay such amount within ten (10) business days after Tenant's receipt of the statement referred to above. Tenant's Proportionate Share of Operating Expenses shall not be prorated for the Calculation Year in which the Commencement Date falls, it being intended that such rent be paid as if the Commencement Date were January 1 of such Calculation Year and amounts were payable and Operating Expense Deposits made under this Lease and not the Existing Lease. In that regard, all payments by Tenant on account of Tenant's Proportionate Share of Operating Expenses (including payments under Section 4G under the Existing Lease) will be credited as a payment by Tenant under this Lease. If Tenant's Proportionate Share changes during a Calculation Year, then Tenant's Proportionate Share of Operating Expenses shall be prorated for such year based on the RSF for which Tenant's Proportionate Share applied and the time period within the Calculation Year to which it was applicable. F. Books and Records. Landlord shall maintain books and records in accordance with sound accounting and management practices, reflecting the Operating Expenses and Taxes. The Tenant or his representative shall have the right to examine the Landlord's books and records relative to Operating Expenses during normal business hours at any time within twenty (20) business days following the furnishing by the Landlord to the Tenant of any statement described in subsection 4F above. Unless the Tenant shall take written exception to any item within forty (40) days after the furnishing of the said statement, the said statement and all items and matters reflected therein shall be considered as final and accepted by the Tenant. If Tenant makes such timely written exception, a certification as to the proper amount of Tenant's Proportionate Share of Operating Expenses (as 17 defined in Section 4A(iii) of this Lease) shall be made by Landlord's independent certified public accountant which shall be final and conclusive. Tenant agrees to pay the cost of such certification unless it is determined Landlord's original determination of Tenant's Proportionate Share of Operating Expenses for the subject Calculation Year was in error by more than five percent (5%) of actual Tenant's Proportionate Share of Operating Expenses, in which case, such cost shall be paid by Landlord. If the dispute shall be determined in Tenant's favor, Landlord, on demand, shall promptly pay Tenant the amount of Tenant's overpayment of Tenant's Proportionate Share of Operating Expenses. G. Payment of Taxes upon Receipt of Bill. Notwithstanding the provisions ------------------------------------- of this Section 4 to the contrary, if Tenant is not in Default under this Lease, the Operating Expense Deposit shall not include Tenant's Proportionate Share of Taxes. In such event, Landlord shall deliver to Tenant a copy of each bill for Taxes after it is received by Landlord, together with a calculation of Tenant's Proportionate Share of such Taxes. Tenant shall deliver a check drawn on an account of Tenant and payable to the appropriate taxing authority in an amount equal to Tenant's Proportionate Share of such Taxes to Landlord within ten (10) days of Tenant's receipt of a copy of such bill and the calculation of Tenant's Proportionate Share as stated aforesaid, but Tenant shall deliver such check to Landlord not later than thirty (30) days before the due date for payment of such Taxes. Upon expiration of the Term or if Tenant vacates the Premises prior to Lease expiration, Landlord may require Tenant to pay an estimate of, or give Landlord reasonable security for payment of, Tenant's Proportionate Share of Taxes attributable to periods of Tenant's prior occupancy for which bills for Taxes have not yet been received from governmental authorities. Tenant's right to pay Tenant's Proportionate Share of Taxes when bills for Taxes are received from governmental authorities is personal to the original named Tenant and any Affiliate (as defined in Section 16) to whom this Lease is assigned but shall not extend to other sublessees or assignees. Landlord's statement described in Section 4D shall not be required to include Taxes except in instances where a readjustment is required because Tenant has underpaid or overpaid Taxes pursuant to this Section 4G. 5. HOLDING OVER. Tenant shall pay to the Landlord for each day Tenant retains possession of the Premises or any part thereof after termination hereof, by lapse of time or otherwise, (A) 150% of the amount of the daily rate of Base Rent, Rent Adjustment and Special Tenant Fee (if applicable), plus (B) Tenant's Proportionate Share of Operating Expenses then required by the terms hereof for the last monthly period prior to the date of such termination and also pay all Direct damages sustained by Landlord by reason of such retention. If Tenant retains possession of the Premises for more than 60 days after termination of the Lease, then Landlord shall be entitled additionally to consequential damages. Acceptance by Landlord of Rent after such termination shall not constitute or be deemed a renewal of this Lease and in no event shall it constitute a waiver of or prejudice Landlord's right of reentry or any other right. 6. USE. Tenant shall occupy and use the Premises only for general office purposes and other purposes incidental to or reasonably related to Tenant's business as it is conducted from time to time, and for no other use or purpose. If any governmental license or permit shall be required for the 18 proper and lawful conduct of Tenant's business in or occupancy of the Premises and if failure to secure such license or permit would in any way affect adversely Landlord or the Building, then the Tenant, at its expense, shall procure and thereafter maintain such licenses or permits and submit the same to Landlord for inspection. Tenant shall comply with the terms and conditions of each such license and/or permit. Tenant may, if Tenant so elects, install and operate vending machines for the exclusive use of Tenant's employees and invitees to dispense hot and cold beverages, ice cream, candy, food and cigarettes, provided that such machines shall be maintained in a neat and sanitary condition and shall comply with all applicable laws and ordinances. Tenant may, if it so elects, install, equip and operate one or more cafeterias or dining rooms, subject to the provisions of Section 55. In addition, Tenant may serve alcoholic beverages therein for the exclusive use of Tenant's employees and invitees, subject to compliance with all applicable codes and ordinances provided further, Tenant has delivered to Landlord certificates evidencing insurance (which insurance shall in all respects and at all times comply with the provisions of Section 25 of this Lease) against any liability of Landlord arising from serving of alcoholic beverages in the Premises. 7. LANDLORD'S SERVICES AND OBLIGATIONS. So long as Tenant is not in Default hereunder, Landlord shall furnish the following services: A. Heating-Air Conditioning. Landlord shall furnish heat and air conditioning to provide a temperature and humidity condition required, for comfortable occupancy of the Premises under normal business operations, daily from 8:00 a.m. to 6:00 p.m. (Saturday to 1:00 p.m.), Sundays and holidays excepted. Tenant will be charged for all heating and cooling requested and furnished before or after these hours at rates to be established and published by Landlord. Building standard air conditioning system is based on an average electrical load of four watts/square foot and one person/100 square feet of usable area. The HVAC system will be capable of providing inside space conditions of 74+/-2 degrees F. dry bulb at 50+/-5% relative humidity when outside conditions are 91 degrees F. dry bulb and 74 degrees wet bulb. The heating installation will provide interior conditions of 72+/-2 degrees F. inside when the outside temperature is -10 degrees F. HVAC zones are on a variable volume system with stripline diffusers (subject to adjustment pursuant to voluntary or mandatory laws or regulations of public authorities.) The HVAC System is also designed to include the following: The discharge air temperature shall be 55 degrees F. to the mixing box. Fresh air is 20% per Chicago ventilation code. Air quantity is 0.07 CFM to 1.2 CFM average. Air supply shall be filtered with a minimum efficiency of 65% per ASHRE standard 52-76. The HVAC controls in the Premises are pneumatic and have the capacity allowing Tenant control within the Premises to be maintained at the operating dry bulb temperature of +/- 2 degrees F. Interior zones shall be manually adjusted by the Building personnel. Wherever heat generating machines or equipment are used in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to require Tenant to provide, install, operate and maintain supplementary air conditioning units in the 19 Premises and the cost of providing, installing, operating and maintaining the same shall be paid by Tenant. B. Water. Landlord shall furnish cold water from City of Chicago mains from regular Building outlets for drinking, lavatory, toilet and vending machine purposes drawn through fixtures installed by Landlord, or by Tenant with Landlord's prior written consent, and hot water for public lavatory and vending machine purposes from the regular supply of the Building. Tenant shall pay Rental Agent at rates fixed by Landlord for water furnished for any other purpose as additional Rent hereunder upon being invoiced for the same. The water pressure and the hot water temperature must be not less than customarily provided in premises comparable to the Premises in first-class office buildings in the Chicago central business district. At Landlord's election, Tenant shall install and maintain, at Tenant's expense, a water meter to register consumption of water for any other purposes. Tenant shall not waste or permit the waste of water by Tenant or its employees. C. Window Washing. Landlord shall furnish window washing of all exterior windows, weather permitting, at intervals to be determined by the Landlord, but not less than three times per calendar year. Tenant will not clean or cause to be cleaned windows in the Premises from the outside in violation of applicable Laws. D. Janitor Service. Landlord shall furnish daily janitor services in the Premises, Saturdays, Sundays and holidays excepted in accordance with the standards set forth in Exhibit D. For this purpose, Tenant shall permit Landlord's Employees or janitorial contractor access to the Premises between 5:00 p.m. and 8:00 a.m., and permit such persons to use necessary electricity, light and water without charge. Tenant shall not provide janitor services without the prior written consent of Landlord and then only subject to the supervision of the Landlord and at Tenant's sole responsibility, cost and expense, by contractors or employees at all times satisfactory to Landlord. Landlord shall not be required to furnish janitorial services to deal with conditions generated by receptions, parties, renovations, redecorating, remodeling or conditions not within the scope of ordinary office use, and shall be reimbursed by Tenant upon demand in the event such services are provided. E. Elevator Service. Landlord shall furnish passenger elevator service in common with Landlord and other tenants, daily. Daily freight elevator service shall be available in common with Landlord and other tenants of the Building and any use of the freight elevator service by contractors, agents or employees of Tenant shall be at Tenant's sole cost, responsibility and expense and at all times satisfactory to Landlord. F. Window Coverings. Landlord shall furnish blinds for all exterior windows of standard type and color for the Building, which Tenant agrees not to remove or alter. Tenant may install, at its expense, drapes, window or door coverings (and, if installed, shall maintain them in an attractive and safe condition); provided, however, that in the sole judgment of Landlord they are in harmony with the exterior and interior appearance of the Building, create no safety or fire hazard and do not interfere with the HVAC system of the Building. 20 G. Monitor Access. Landlord shall have a program to monitor access to the Building, which may consist of a combination of security equipment and entry verification procedures, and which may include lobby personnel or a system of registration for monitoring access to the Building, Initially the monitoring program will include key cards (to be provided by Landlord) for passenger and garage elevators, as well as points of entry (to be provided by Tenant) on Tenant's floors. The program will provide for procedures for verification of day and time of entry and exit by individuals during hours specified by Landlord. Tenant's security personnel will cooperate with Landlord in coordinating Tenant's security procedures with Building procedures. H. Other Services. Landlord shall furnish Tenant, upon Tenant's request, such other services (a) for which the Building is suited, which Landlord is able to perform and which are customarily furnished by landlords of other first-class office buildings in the central business district of the City of Chicago and (b) for which Tenant and other tenants will pay Landlord as Operating Expenses or for which Tenant will pay Landlord separately. I. Interruption of Services. Landlord does not warrant that any service or availability of any Building system will be free from interruptions (i) caused by labor controversies, accidents, inability to obtain fuel, steam, water or supplies, governmental regulations, or other causes beyond the reasonable control of Landlord, or (ii) which Landlord may reasonably deem necessary in connection with the maintenance, repair or improvement of the Building. No such interruption of service shall be deemed an eviction or disturbance of Tenant's use and possession of the Premises or any part thereof, or render Landlord liable to Tenant for damages, by abatement of rent or otherwise, (except as hereinafter provided) or relieve Tenant from performance of Tenant's obligations under this Lease. Tenant hereby waives and releases all claims against Landlord for damages for interruption or stoppage of service. (a) If the Landlord ceases to furnish any of the services referred to in this Section 7 as a result of a condition which affects only the Building (and does not affect office buildings in general in the central business district of the City of Chicago), but not a condition described in Section 17 and if (i) such cessation is within Landlord's reasonable control, (ii) such cessation does not arise as a result of a negligent act or omission of Tenant or any other third party, or if such cessation does arise as a result of an act or omission of any third party, such cessation is able to be cured by reasonable and prompt action on the part of the Landlord but has not been so cured, (iii) as a result of such cessation, the Premises, or any floor within the Premises, is rendered untenantable (meaning the inability to use any or all of the floor(s) within the Premises in the normal course of its business) and Tenant in fact so ceases to use such floor(s), and (iv) such cessation continues for a period of three (3) business days after notice from Tenant of such cessation of services, then, in addition to such other remedies as Tenant may have either at law or in equity, the Rent payable hereunder shall be equitably abated based upon the percentage of the space in the Premises so rendered untenantable and not being used by Tenant. The foregoing abatement shall become effective as of the first business day following the day the affected floor(s) become(s) untenantable and Tenant ceases to use such floor(s). If there is a cessation of services described in Section 7A, 7B or 7E for 21 any reason outside of Landlord's reasonable control (other than as described in Section 17, which shall control), whether or not affecting other office buildings in the Chicago central business district, Tenant may abate rent on the circumstances set forth in this paragraph if such cessation continues for more than five (5) business days after notice from Tenant of such cessation of services. (b) If any period of untenantability due to failure to receive services identified in Sections 7A, 7B and 7E involving more than fifty percent (50%) of the area of the Premises continues for longer than one hundred eighty (180) consecutive days, then unless subject to the provisions of Section 17 (which shall control), Tenant may elect to terminate this Lease by written notice to Landlord within the thirty (30) day period following such one hundred eighty (180) consecutive day period; provided, however, if such stoppage of services requires work to be performed, acts to be done, or conditions to be removed which, by their nature, cannot reasonably be performed, done or removed, as the case may be, within such one hundred eighty (180) consecutive day period, then if Landlord shall have commenced curing or correcting the same within such period and shall have diligently prosecuted such correction or cure, such one hundred eighty (180) consecutive period shall be extended by such additional time period not to exceed an additional one hundred twenty (120) days, for a total of three hundred (300) days in the aggregate. 8. TENANT'S OBLIGATIONS. A. Repairs. Except for ordinary wear and tear and as otherwise provided in this Lease, Tenant shall, at all times during the Term hereof, at its sole expense, keep all Tenant's movable and removable fixtures located in or appurtenant to the Premises in good order, repair and condition, and Tenant shall promptly arrange with Landlord to have Landlord (or Landlord's agent) make repairs of all other damages to the Premises and the replacement or repair of all damaged or broken glass (including signs thereon), fixtures and appurtenances (including hardware and heating, cooling, ventilating, electrical, plumbing and other mechanical facilities in the Premises), with materials equal in quality and class to the original materials damaged or broken, within any reasonable period of time specified by Landlord. Landlord may, but shall not be required to do so, enter the Premises at all reasonable times to make any repairs, alterations, improvements or additions, including, but not limited to, ducts and all other facilities for heating and air conditioning service, as Landlord shall desire or deem necessary for the safety, preservation or improvement of the Building, or as Landlord may be required to do by any Government Entity or Law. The cost of all repairs made by Landlord to the Property which are made necessary as a result of misuse or neglect by Tenant or Tenant's employees, invitees or agents shall be paid as additional Rent by Tenant to Landlord within 30 days after Tenant is billed for same. The cost of all other repairs and replacements (except those caused by Tenant's misuse or negligence and those relating to Tenant's movable fixtures) shall be paid for by the Landlord and deemed an item of Operating Expenses. Tenant shall notify Landlord, in writing, of any damage to the Premises promptly after learning of the same. B. [INTENTIONALLY DELETED]. 22 C. Laws and Regulations. Tenant shall, at Tenant's sole expense, comply and cause its employees, agents, clients, customers, invitees, visitors and guests to comply with the rules and regulations set forth in Exhibit C attached hereto and with all other reasonable rules and regulations Landlord may adopt from time to time for the protection and welfare of the Building, the Property and its tenants and occupants, and with all Laws (including, but not limited to, the Americans With Disabilities Act), and with all rules, orders, regulations or requirements of any fire insurance underwriters for insurance for the Building, and with the directions of any public officers authorized by law affecting the Premises and the use and occupancy thereof. Landlord shall not be liable to Tenant for any violation by any other tenant or such tenant's Employees of (i) such tenant's lease, or (ii) the rules and regulations of the Building; but Landlord shall attempt in good faith to apply the rules and regulations without discrimination against any tenant of the Building. The terms, covenants, conditions, and provisions of this Lease shall govern in the event of any conflict or inconsistency between the Lease and the rules and regulations. D. Advertising. Tenant shall not advertise the business, profession or activities of Tenant in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining thereto or use the name of the Building for any purpose other than that of the business address of tenant, or use any picture or likeness of the Building or "181 WEST MADISON BUILDING" or any other name by which the Building may from time to time be known, on any letterhead, envelope, circular, notice, advertisement, container or wrapping material, without the prior written consent of Landlord. E. Articles Sold. Tenant shall not exhibit, sell or offer for sale, rent or exchange in the Premises or on the Property any article, thing or service except those ordinarily embraced within the use of the Premises specified in Section 6 without the prior written consent of Landlord. F. Hazardous Materials. (i) During the term of the Lease, Tenant shall fully comply with any Environmental Laws. (a) "Environmental Law" shall mean any Federal, state or local law, statute, ordinance, code, rule, regulation, license, authorization, decision, order, injunction, which pertains to health, safety, any Hazardous Material, or the environment (including but not limited to ground or air or water or noise pollution or contamination, and underground or above-ground tanks) and shall include, without limitation: Occupational Safety and Health Act, 29 U.S.C. Sections 651, et seq.; the Toxic ------- Substances Control Act, 15 U.S.C. Sections 2601, et seq.; the ------- Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.; the Clean Air Act, 42 U.S.C. Sections 7901, et seq.; the ------- ------- Clean Water Act, 33 U.S.C. Sections 1251, et seq.; the ------- Comprehensive Environmental Response, Compensation and Liability Act of 1980 and the 1986 Superfund Amendments and Reauthorization Act, 42 23 U.S.C. Sections 9601, et seq.; the National Environmental Policy ------- Act, 42 U.S.C. Sections 4231, et seq.; the Refuse Act, 33 U.S.C. ------- Sections 407, et seq.; the Safe Drinking Water Act, 42 U.S.C. ------- Sections 300(f), et seq.; the Emergency Planning and Community ------- Right-to-Know Act, 42 U.S.C. Sections 11001, et seq.; the ------- Illinois Environmental Protection Act, 415 ILCS 5/1 et seq.; the ------- Gasoline Storage Act, 430 ILCS 15/0.01 et seq.; the Municipal ------- Code of the City of Chicago; and any other local, state or federal environmental statutes, and all rules, regulations, orders and decrees now or hereafter promulgated under any of the foregoing, as any of the foregoing now exist or may be changed or amended or come into effect in the future, as well as applicable Department of Transportation regulations. (b) "Hazardous Material" shall mean any substance, whether solid, liquid or gaseous; which is listed, defined or regulated as a "hazardous substance," "hazardous waste" or "solid waste," or otherwise classified as hazardous or toxic, in or pursuant to any Law; or which is or contains asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foam insulation, explosive or radioactive material, or motor fuel or other petroleum hydrocarbons; or which causes or poses a threat to cause contamination or a nuisance on the Premises or any adjacent property or is a hazard to the environment or to the health or safety of persons. Tenant shall notify Landlord immediately if Tenant receives any notice of non-compliance with any Environmental Laws or rules and regulations promulgated thereunder, including, but not limited to, those enumerated above. Tenant shall not cause or permit its business in the Premises to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in compliance with all applicable Laws. Tenant shall notify Landlord immediately if Tenant learns of any non-compliance or of any facts (such as the existence of any release or threat of release of Hazardous Materials at, on, from or beneath the surface of the Premises) which could rise to a claim of non-compliance with such Laws. Notwithstanding the foregoing, Tenant may keep reasonable amounts of cleaning and office equipment fluids in the Premises properly stored in appropriate containers. (ii) During the term of the Lease, Tenant shall obtain, shall fully comply with, and shall maintain in full force and effect all governmental licenses, permits, registrations and approvals (federal, state, local, county and foreign) necessary to conduct its business in the Premises including, but not limited to, those required by the statutes enumerated above in Paragraph (i). During the term of the Lease, Tenant shall keep a copy of all such permits at the Premises and shall make the same available at all reasonable times for Landlord's inspection. 24 Tenant warrants and represents that if during the term of the Lease any violations are recorded or any notices are received with respect to any of such licenses, permits, registrations and approvals or if a proceeding is commenced or threatened to revoke or limit any of them, Tenant shall notify Landlord immediately. (iii) In addition to all other indemnities under the Lease, Tenant hereby assumes for itself and for its successors and assigns any and all environmental, health and safety liabilities or obligations not otherwise caused by Landlord relating to the Premises and or Tenant's use of Premises, including, but not limited to, any liabilities or obligations in breach of the obligations imposed by Paragraphs (i) and (ii) hereof on Tenant and its successors and assigns. Tenant, for itself and its successors and assigns, shall indemnify, defend and hold Landlord, its successors, assigns, owners and affiliates harmless from and against any claims, demands, liabilities and damages (including, but not limited to, reasonable attorneys' fees and court costs) arising out of or in connection with any environmental contamination or pollution of the Premises, and the existence on, or removal from, the Premises of any Hazardous Material not otherwise caused by Landlord. The obligations of this paragraph shall survive the expiration or termination of this Lease. G. Various Prohibited Uses. Tenant shall not install or operate any refrigerating, heating or air conditioning apparatus or carry on any manufacturing, production or mechanical business, operation or activity without the prior written consent of Landlord; use the Premises for housing, lodging or sleeping purposes; permit preparation or warming of food in the Premises (warming of coffee and individual lunches of employees and business invitees of Tenant excepted and except as otherwise expressly provided in Section 6 of this Lease), or permit food to be brought into the Premises for consumption therein by persons other than Tenant, its employees and business invitees, without the prior written consent of Landlord. Landlord may in its sole discretion refuse such permission or impose any conditions in granting it, and revoke it at will. Tenant shall not occupy or use the Premises or permit the Premises to be occupied or used for any purpose, act or thing which is in violation of any Law, ordinance or governmental regulation, or which may be dangerous to persons or property. Tenant, at its sole expense, shall comply with all rules, regulations and requirements of the Illinois Inspection and Rating Bureau. Tenant shall not do or permit anything to be done upon the Premises, or bring or keep anything thereon which is in violation of rules, regulations or requirements of the Chicago Fire Department, Illinois Inspection and Rating Bureau, Fire Insurance Rating Organization, or any other similar authority having jurisdiction over the Building. Tenant shall not use the Premises for any immoral purposes. Tenant shall not at any time do or permit the manufacture, sale, purchase, use or gift of any spirituous, fermented, intoxicating or alcoholic liquors. Nothing in this subsection shall be read as limiting the restrictions on use imposed elsewhere in this Lease. H. Nuisances. Tenant shall not bring or permit to be in the Building any bicycle or other vehicle, or dog (except in the company of a blind person) or other animal; make or permit any noise, 25 vibration or odor to emanate from the Premises; do anything therein tending to create, or maintain, a public or private nuisance; disturb, solicit or canvass any occupant of the Building, or do any act tending, in Landlord's judgment, to injure the reputation, appearance or character of the Building as a first-class building, or impair any building services or repairs, or the use of other areas of the Building by Landlord or other tenants or occupants of the Building. I. Overload Any Floor. Tenant shall not overload any floors. J. Alterations. Tenant shall not make installations, alterations or additions ("Alterations") in or to the Premises without submitting plans and specifications ("Tenant's Plans") to Landlord and securing the prior written consent of Landlord in each instance. Landlord will not unreasonably withhold condition or delay consent to any Alteration EXCEPT, HOWEVER, that Landlord may withhold its consent in its sole and absolute discretion to any Alterations, which will (a) alter or affect any portion of the Building's mechanical systems, service systems, structural components, facade, roof, or foundation; (b) detract from the use or character of the Building; (c) require amendment of any certificate of occupancy for the Premises or the Building; (d) interfere with the use or occupancy of Landlord or any other tenant in the Building; or (e) require the consent of any insurer under any required insurance or any other policy of insurance covering the Building. Landlord agrees to review and either approve or disapprove (and noting with such disapproval the specific items not approved) Tenant's Plans within ten (10) business days of Landlord's receipt of a complete set of Tenant's Plans. In the event Tenant's Plans are disapproved, Tenant shall revise and resubmit Tenant's Plans expeditiously and Landlord shall review the same and notify the Tenant of its approval or disapproval within five (5) business days thereafter in the same manner as required for the initial submittal. Landlord's approval shall not be unreasonably withheld conditioned or delayed. Landlord's authorized representative ("Landlord's Representative") for the purpose of Tenant's deliveries or to communications to Landlord shall be the Building General Manager, at the management office located in the Building. Tenant shall not commence any work in the Premises until Tenant's Plans have been approved. Such Alterations shall be done at the sole cost and expense of Tenant by contractors employed by Tenant, subject to Landlord's approval as to the qualifications of such contractor (which shall not be unreasonably withheld conditioned or delayed) and subject to all conditions Landlord may impose including, conditions which will assure Landlord that all work will be performed lien free, that adequate insurance coverage is provided, and that all contractors (and all subcontractors) employed by Tenant shall agree to employ only such labor as will not result in jurisdictional disputes or strikes or cause disharmony with other workers employed at the Building. All Alterations shall be constructed in a good and workmanlike manner and only new and good grades of material shall be used, and shall comply with all insurance requirements, and with all Laws. Tenant shall promptly pay Tenant's contractors for such Alterations. Tenant shall permit Landlord's Representative (and an architect or engineer designated by Landlord) to observe all construction operations within the Premises performed by Tenant's contractor, provided that no supervision fee shall be charged by Landlord other than reimbursement of Landlord's direct out-of-pocket costs. Such observation by persons on behalf of Landlord shall be solely and only for the benefit of Landlord. Tenant shall pay to the Landlord the cost of any materials purchased from Landlord at Landlord's actual invoice cost for said items or the cost of any labor of employees of Landlord 26 performing work or providing service to Tenant, based on Landlord's customary charges. Tenant shall not be charged for hoisting. No silence or statement by any person acting on behalf of Landlord shall be deemed or construed as an assumption by said persons or Landlord of any responsibility for or in relation to the construction of the Premises or any guarantee that the work completed within the Premises complies with Laws, complies with Tenant's Plans, or is suitable or acceptable to the Tenant for Tenant's intended business purposes. The cost of all work necessary to build out all of the Premises (including, but not limited to, all labor, material, permits and working drawings and design costs) shall, be the responsibility of Tenant, except for any required contribution of Landlord expressly provided for in this Lease. Tenant shall furnish to Landlord prior to commencement of Alterations, all building permits (or other documentation required by the City of Chicago to commence work) and other permits and certificates required by any Government Entity in connection with the Alterations and all certificates of required insurance and bonds, and within thirty (30) days of completion of any Alteration, any building or other permits not previously furnished, "as built" plans and specifications, if any, contractor's affidavits and full and final waivers of lien covering all labor and material expended and used. If Tenant has applied for a building permit but one has not been issued by the time work must commence solely due to delays in the City of Chicago Building Department review process, Tenant shall provide self-certification to Landlord as permitted under applicable City of Chicago codes and ordinances and furnish Landlord a copy of the permit when received. Tenant shall hold Indemnitee harmless from all claims, costs, damages, liens and expenses which may arise out of or be connected in any way with said installations, alterations or additions. If the estimated cost of any Alteration exceeds one hundred thousand dollars ($100,000.00), before commencing any work with respect to such Alteration, Tenant shall deliver to Landlord the following, at Tenant's sole expense, each in form satisfactory to Landlord and each issued by an insurer previously approved in writing by Landlord: insurance policies for each contractor for coverage and amounts reasonably satisfactory to Landlord which policies shall name the parties set forth in Section 25C as additional insureds. Tenant shall cause all work to be undertaken under the supervision of a licensed architect or licensed professional engineer reasonably satisfactory to Landlord. K. Consent Not Required For Decoration, etc. The specific consent of Landlord shall not be required for Non-Structural Work (hereinafter defined) and Tenant may perform such work, so long as Tenant informs Landlord in reasonable detail of the nature of the work, complies with Landlord's scheduling requirements and otherwise complies with the provisions of this Section 8K. "Non-Structural Work" means: painting, wall covering and carpeting not involving hazardous or toxic materials; reconfigure moveable furniture, relocation of work stations, install and rework telecommunications systems and install all new computer, data processing or security equipment for Tenant and other work not affecting the Building's structure or its mechanical, plumbing, telecommunications, security and life safety, electrical or other building systems (except for low wattage electrical work for which Landlord's consent is not required and which does not require a building permit). Non-Structural Work, however, does not include any work which involves floor coring, access to common electrical or telecommunications closets, penetrates the floor slab or leaves the floor of the Premises on which the work is being performed or requires entry into another tenant's 27 premises. Where plans and specifications are available for Non-Structural Work, Tenant shall furnish Tenant's Plans to Landlord for its approval as provided above. Landlord shall not be responsible for any labor or materials furnished to Tenant. No lien for any labor, materials, or other services, or things furnished to Tenant shall attach to or affect Landlord's estate or interest in the Premises, and/or the Property. Tenant agrees to discharge, at Tenant's expense (whether by payment, bonding, or otherwise) every lien filed against the Premises and/or the Property for work claimed to have been done for or materials claimed to have been furnished to Tenant, within thirty (30) days after written notice from Landlord. L. Records. Tenant shall keep records of the cost of all Alterations costing more than one hundred thousand dollars ($100,000) in each instance for at least one year after substantial completion of the Alterations and shall give copies of such records to Landlord upon request if Landlord requires the same in connection with any Legal Proceeding or other reasonable purposes. 9. RIGHTS RESERVED TO LANDLORD. Landlord shall have the following rights exercisable without notice and without liability to Tenant for damage or injury to property, person or business (all claims for damage being hereby released), and without effecting an eviction or disturbance or Tenant's use or possession or giving rise to any claim for setoffs, or abatement of rent: A. To change the name or street address of the Building, subject to the provisions of Section 47. B. To install and maintain signs on the exterior and interior of the Building or anywhere on the Property, subject to the provisions of Section 47. C. To designate all sources furnishing sign painting and lettering, towels, or toilet supplies used or consumed on the Premises. D. To have, and use, when appropriate and subject to the provisions of Section 9F, passkeys or key cards to the Premises; provided that Landlord and Tenant shall use reasonable efforts to protect any such magnetic key card system or the individual cards against theft or misappropriation, and use reasonable efforts to maintain the system; and provided further that such system will permit the Landlord upon request of Tenant to cancel the effectiveness of the card held by any partner or employee or invitee of Tenant upon such person's departure from Tenant or for any other reason. Landlord shall have the right to retain keys and magnetic cards for entry into the Premises and all doors within the Premises except for doors to such spaces as Tenant may designate as security areas. Tenant agrees to purchase only from Landlord additional duplicate keys or magnetic cards as required, to change no locks or magnetic card readers, and not to affix locks or magnetic card readers on doors without the prior written consent of the Landlord not to be unreasonably withheld conditioned or delayed, provided that Landlord shall respond to Tenant's requests for such consent with reasonable promptness. Upon the expiration of the Term or Tenant's 28 right to possession, Tenant shall return all keys or magnetic cards to Landlord and shall disclose to Landlord the combination of any safes, cabinets or vaults left in the Premises; E. To decorate, remodel, repair, alter or otherwise prepare the Premises for reoccupancy during the last six months of the Term hereof, if during or prior to such time Tenant vacates the Premises, or any time after Tenant abandons the Premises. F. To enter the Premises at reasonable hours to make inspections, or to exhibit the Premises to prospective, purchasers, lenders or others, or for other reasonable purposes. To enter the Premises at reasonable hours to exhibit the Premises to prospective tenants during the last eighteen months of the Term or after Tenant has abandoned the Premises, or at any time with respect to the 36th Floor. With respect to Landlord's entry, reasonable advance notice (which may be oral and may be given to Tenant's representatives) shall be required and Landlord shall be accompanied by a representative of Tenant (unless otherwise authorized) except in an emergency, except for a governmental inspection or to provide janitorial or other routine services. Landlord shall use reasonable efforts to minimize interference caused by its entry. G. To enter the Premises at any time in case of emergency (and by force, if necessary in such event) in connection therewith. If Tenant is not personally present to open and permit entry into the Premises, Landlord or its employees may forcibly enter the Premises without liability to Tenant or waiver or modification of Tenant's obligations under this Lease. H. To have access to all mail chutes according to the rules of the United States Post Office. I. To require all persons entering or leaving the Building during such hours as Landlord may from time to time reasonably determine or during times of emergency to identify themselves to a watchman by registration or otherwise and to establish their right to leave or enter, and to exclude or expel any peddler, solicitor or beggar at any time from the Premises or the Property. Landlord shall not be liable in damages for any error with respect to admission to or eviction or exclusion from the Building of any Person. J. To approve (in a reasonable manner) the weight, size and location of safes, computers, all other heavy articles in and about the Premises and the Building and to require all such items and other office furniture and equipment to be moved in and out of the Property and Premises only at such time and in such manner as Landlord shall direct and in all events at Tenant's sole risk and responsibility. K. At any time or times and without abatement of Rent or liability to Tenant subject to conditions hereinafter set forth and the provisions of Section 9F, to decorate the Building or any part thereof, excluding the Premises, and to make, at its own expense, repairs, alterations, additions and improvements, structural or otherwise, in or to the Premises, the Property or part thereof, and to perform any acts related to the safety, protection or preservation thereof, and during such operations 29 to take into and through and store on the Premises or any part of the Property all material and equipment required, and to erect scaffolding and to close or temporarily suspend operation of entrances, doors, corridors, elevators or other facilities, provided that Landlord shall (i) cause as little inconvenience or annoyance to Tenant as is reasonably necessary in the circumstances, (ii) shall not do any act which reduces the size of the Premises (except for duration of the work), (iii) shall maintain reasonable accessibility to the Premises, and (iv) shall use reasonable diligence in performing work. If any work to be performed by Landlord (except in an emergency) requires modifications to the Premises (other than temporary modifications needed to perform work), then Landlord shall provide Tenant with copies of plans and specifications, if any, which have been prepared for such work. If such work affects the appearance or utility of the Premises in a material way, Tenant's shall have the right to approve that aspect of the plans and specifications, which approval shall not be unreasonably withheld. If Tenant desires to retain a consultant to assist in its review of plans and specifications, it shall advise Landlord and Landlord agrees to pay Tenant the reasonable fees of such consultant for such review. Tenant shall permit Landlord to erect, use and maintain pipes, ducts and conduits in and through the Premises, provided the same are installed adjacent to or concealed behind walls and ceilings of the Premises. To the extent reasonably practicable, Landlord shall install such pipes, ducts and conduits by methods and in locations which will not materially interfere with or impair Tenant's layout or use of the Premises. Landlord may do any such work during ordinary business hours and Tenant shall pay Landlord for overtime and for any other expenses incurred if such work is done during other hours at Tenant's request. L. To do or permit to be done any work in or about the Premises or the Property or any adjacent or nearby building, land, street or alley. Without limiting the foregoing, if excavation, foundation, other substructure work, or other construction work shall be made or authorized upon land adjacent to the Property, Tenant shall afford to the Person causing (or authorized to cause) such excavation, license to enter the Premises to do such work as necessary to preserve the walls of the Building from injury or damage, and to support the same by proper foundations, without any claim for damages or indemnity against Landlord, or diminution or abatement of Rent. M. To grant to anyone the exclusive right to conduct any business or render any service on the Property, provided such exclusive right shall not operate to exclude Tenant from the use expressly permitted by Section 6 of this Lease; and provided further that Tenant need not obtain its business or service from such person or limit Tenants right to obtain such business or service from another person. N. To close the Building at 8:00 p.m. or at such other reasonable time as Landlord may determine, subject, however, to Tenant's right to admittance under such regulations as shall be prescribed from time to time by Landlord, it being understood that Tenant's employees will require access to the Premises seven days a week, twenty-four hours a day. O. Except as provided in Section 6, to prohibit the placing of vending or dispensing machines of any kind in or about the Premises without the prior written permission of the Landlord. 30 P. All other rights reserved by the Landlord pursuant to the provisions of this Lease. 10. TELEPHONE, ELECTRIC AND OTHER SERVICES. A. The electrical system of the Building was designed for Tenant's usage (not including service described in Section 7A) on each floor to have a 400 amp fused switch at 120/208 volts. Certain floors may have been modified to increase that capacity. B. Tenant shall make arrangements directly with the telephone and electric companies servicing the Building for such telephone and electric service in the Premises as may be desired by Tenant. Tenant shall pay the entire cost of all telephone charges, electricity consumed within the Premises, maintenance of light fixtures and replacement of lamps, bulbs, tubes, ballasts and starters. Tenant may, at its election, on ten (10) days' prior notice, provide for its own lighting maintenance service. C. If Tenant desires telegraphic, telephonic, burglar alarm, computer installations or signal service (which service shall be at Tenant's sole expense), Landlord shall, upon request, direct where and how all connections and wiring for such service shall be introduced and run. In the absence of such directions, Tenant shall make no borings, cutting or install any wires or cables in or about the Premises. D. Tenant covenants and agrees that Landlord shall in no event be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if either the quality or character of electrical service is changed or is no longer suitable for Tenant's requirements. Tenant covenants and agrees that at all times its use of electric current shall never exceed the capacity of existing feeders and equipment in or otherwise servicing the Premises when reviewed in conjunction with electrical usage of other tenants in the Building or the Premises or wiring or installation; and also that it shall make no alterations or additions to the electric equipment and/or appliances without the prior written consent of Landlord in each instance. 11. LANDLORD'S TITLE. Landlord's title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord. 12. QUIET ENJOYMENT. Subject to the Tenant's keeping and performing the terms, covenants, conditions and provisions of this Lease, on its part to be performed, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises for the Term of this Lease. 13. LIMIT ON WAIVER OF CERTAIN CLAIMS. Subject to the provisions of Section 25A, to the extent permitted by law, no agreement of Tenant in this Lease shall be deemed to exempt 31 Landlord from liability or damages for injury to persons or damages to property caused by or resulting from the negligence of Landlord, its agents, servants or employees, in the operation or maintenance of the Premises or Building. 14. CONDITION OF PREMISES AND LANDLORD'S WORK. To the extent available, the Landlord will supply Tenant, at Tenant's request, drawings representing additional premises to be leased by Tenant other than Existing Premises. Common area exits, stairwells and men and woman restrooms in such additional premises will have locking devises and door closures. Tenant, at its own cost, may install combination locks on all restroom entrance doors where Tenant is a full- floor tenant provided that there is a key override keyed to the Building current key system. Landlord shall perform Landlord's Work as to such additional premises to the extent not existing in the additional premises at the time possession is delivered to Tenant. Tenant's taking possession of any additional premises other than the Existing Premises shall be conclusive evidence that the premises were then in good order, repair and satisfactory condition, except for latent defects with respect to any of Landlords' Work. Except as may be set forth in any written agreement between the parties, no promise has been made to alter, remodel, improve, repair, decorate or clean any premises, and no representation respecting the condition of the Premises or the Property has been made to Tenant, except as made herein. 15. TERMINATION. At the termination of this Lease or Tenant's right to possession hereunder, by lapse of time or otherwise: A. Surrender of Keys. Tenant shall surrender all keys of the Premises to Landlord and make known to Landlord the explanation of all combination locks remaining on the Premises. B. Return of Premises. Tenant shall return to Landlord the Premises and all equipment and fixtures of Landlord broom-swept clean and in as good a condition and state of repair as when Tenant originally took possession subject, however, to (a) the provisions of Section 17 and Paragraphs C and D of this Section 15; and (b) ordinary wear and tear, failing which Landlord may restore the Premises, equipment and fixtures to such condition and state of repair and Tenant shall, upon demand, pay to Landlord the reasonable cost thereof. C. Removal of Additions. All installations, additions, hardware, non- trade fixtures and improvements temporary or permanent, except movable furniture and equipment belonging to Tenant, in or upon the Premises, whether placed there by Tenant or Landlord, shall be Landlord's property and shall remain upon the Premises, all without compensation, allowance or credit to Tenant; provided, however, that if Landlord so directs Tenant by notice as hereinafter provided, Tenant shall promptly remove the items falling within categories described on Exhibit I hereto, the pedestrian bridge described in Section 37, and any personal property of Tenant placed in or upon the Premises by Tenant and designated in the notice and repair any damage to the Premises or Building caused by such removal. If Tenant fails to do so, Landlord may remove the same and Tenant shall, upon demand, pay to Landlord the reasonable cost of such removal and of any necessary restoration of the Premises. In no event shall Landlord be responsible for the value, preservation or safekeeping of any 32 property so removed. Approximately one year prior to the expiration of the Lease, Landlord and Tenant shall conduct a walk- through of the Premises and Landlord shall identify to Tenant which items Tenant is required to remove. Landlord shall confirm the requirement of removal of such items in a notice to Tenant. With respect to any deletion of space from the Premises or any termination due to casualty, eminent domain or Default of Tenant, Landlord shall furnish such notice no later than thirty days after the contraction or termination. D. Floor Covering. Tenant may remove any floor covering entirely paid for and laid by Tenant, provided Tenant (a) removes all fastenings, paper, glue, bases and other vestiges thereof and restores the floor surface to its previous condition, or (b) pays to Landlord, upon demand, the reasonable cost of restoring the floor surface condition, or Tenant may leave in place any floor covering. E. Property Presumed Abandoned. All fixtures, installations, and personal property belonging to Tenant not removed from the Premises upon termination of this Lease and not required by Landlord to have been removed as provided in Paragraph C of this Section 15, shall, at Landlord's election (which may be exercised as to any or all of such items), be conclusively presumed to have been abandoned by Tenant and title thereto shall pass to Landlord under this Lease as by a Bill of Sale. F. Survival. The obligations of the Tenant contained in this Section 15 shall survive any termination of this Lease. 16. ASSIGNMENT AND SUBLETTING. A. Except as otherwise expressly provided herein, Tenant shall not, without the prior written consent of Landlord in each instance or as otherwise provided in this Section 16: (i) assign, transfer, mortgage, pledge, hypothecate or encumber, or subject to or permit to exist upon or be subjected to any lien or charge, this Lease or any interest under it; (ii) allow to exist or occur any transfer of or lien upon this Lease or the Tenant's interest herein by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than the Tenant and Tenant's employees. In no event shall this Lease be assigned or assignable by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings. For the purposes of this Section 16, if The Northern Trust Company is no longer Tenant, then the transfer of the direct or indirect ownership or control of more than fifty percent (50%) of any Person, however accomplished, whether directly or indirectly, in a single transaction or in a series of related or unrelated transactions, and not including transfers of stock of a company publicly traded on a national securities exchange or quoted on the NASDAQ stock market or other quotation system available for public trading of securities, shall be deemed an assignment of this Lease. 33 Consent by Landlord to any assignment or sublease shall not be deemed to constitute consent to any further assignment or subleases by Tenant or any assignees or subtenants. B. Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Rent by Landlord from an assignee or transferee or any other Person, Tenant shall remain fully and primarily and with the assignee or transferee jointly and severally liable for the payment of all Rent due and to become due under this Lease and for the performance and observance of all of the covenants, agreements, terms, provisions and conditions of this Lease on the part of the Tenant to be performed or observed, except as otherwise provided herein. After any assignment, subletting, or other transfer permitted under Subsection 16A or 16B, Tenant's liabilities and obligations under this Lease shall not be discharged, released or impaired in any respect by an agreement or stipulation made by Landlord (or the holder of any Superior Encumbrance) extending the Term or modifying any obligations contained in this Lease, or by any waiver or failure of Landlord to enforce any of Tenant's obligations under this Lease. C. Except as set forth in Section 16D, Landlord may withhold its approval of Tenant's proposed sublease or assignment for the reason that the proposed subtenant or assignee is an existing tenant in the Building if, at the time of the proposed sublease or assignment, Landlord has existing available premises in the Building that can accommodate the existing tenant's space requirements; provided, however, Landlord shall have 120 days from the date that the existing tenant first contacted Landlord or the date that Tenant (or its agent) first notified Landlord of its proposed sublease or assignment to the existing tenant (whichever is earlier) within which to negotiate the basic terms of a lease at the Building with the existing tenant. If Landlord and the existing tenant cannot agree on the basic terms for any such lease within such 120 day period, then Landlord may no longer withhold its approval of the sublease or assignment for the reason that the proposed sublessee or assignee is an existing tenant. D. Tenant may at any time and from time to time assign or transfer this Lease or any interest under it, and may sublet the Premises or any part thereof to (i) a Person controlling, controlled by or under common control with The Northern Trust Company or to any successor to The Northern Trust Company by merger, consolidation or acquisition (any such entity or successor being sometimes hereafter referred to as an "Affiliate" of Tenant), without Landlord's consent; or (ii) any financially responsible Person approved by Landlord, (which approval shall not be unreasonably withheld, denied conditioned or delayed) whose stated use of the Premises will not result in a breach of an exclusive use provision for space in the Building theretofore granted by Landlord (subject to Landlord's written right to recapture as hereafter set forth). Not less than thirty (30) days prior to the proposed commencement of such assignment or sublease to a Person other than an Affiliate of Tenant, Tenant shall give Landlord written notice of the proposed assignment or sublease which notice shall contain the name of the proposed assignee or sublessee and proposed principal terms thereof and shall be accompanied by the last available financial statement of such proposed assignee or sublessee. Within ten (10) days of Landlord's receipt of such written notice and financial statement Landlord by notice to Tenant shall approve or disapprove of the 34 proposed assignee or sublessee, or if such proposed transfer is (i) a sublease to other than an Affiliate (A) for more than 50% of the Rentable Area of the Premises (when taken together with all other space subleased at that date or proposed to be subleased at such time) as of that date, and (B) for substantially all of the remainder of the Term, or (ii) an assignment to other than an Affiliate, Landlord may terminate this Lease as to such proposed subleased space in the case of a proposed sublease, or all of the Premises in the case of a proposed assignment. If Landlord exercises such right to terminate, Tenant shall have ten (10) days from receipt of Landlord's notice to terminate to rescind its notice of sublease, assignment or transfer, by notifying Landlord in writing of its rescission, in which case Landlord shall not proceed with any such termination. If Landlord does not terminate as aforesaid, Landlord may withhold its consent to such proposed assignee or sublessee only for reasonable reasons related to the financial responsibility of the proposed Person but such disapproval may not be given because (a) vacant space exists in the Building, (b) such proposed assignee or sublessee is a tenant in the Building or has discussed tenancy in the Building with the Landlord, or (c) the price or rental rate of the proposed assignment or sublease. Failure of Landlord to respond within such ten (10) day period shall constitute Landlord's approval of such proposed assignee or sublessee. Upon the assignment of all of Tenant's interest in this Lease to an assignee wherein the Rent to be paid by the assignee equals, or exceeds the Rent payable under this Lease, which assignment is approved by Landlord as aforesaid (including an assignment to an Affiliate, if such an Affiliate is approved by Landlord, although Tenant is not required to obtain approval of an assignment to an Affiliate, but if Tenant elects not to, it shall not be relieved of its obligations under this Lease]), and delivery of a written assumption of this Lease and the obligations hereunder by such assignee, Tenant shall be relieved of all obligations under this Lease accruing after such release, except the obligation to pay to the Landlord excess rent as provided in the next paragraph. If Tenant's notice shall entitle Landlord to terminate this Lease as to the entire Premises and Landlord shall elect to terminate this Lease as to the entire Premises, the Term of this Lease shall expire and end on the date stated in Tenant's notice as fully and completely as if that date had been herein definitely fixed for the expiration of the Term. If, however, this Lease be terminated pursuant to the foregoing with respect to less than the entire Premises, the Rent herein reserved shall be adjusted on the basis of the number of square feet retained by Tenant in proportion to the number of square feet contained in the Premises, as described in this Lease, Tenant shall pay for the cost of physically separating the portion of space so deleted from the Premises, and this Lease, as so amended, shall continue thereafter in full force and effect. In such event, at Landlord's request, Tenant shall promptly execute and deliver to Landlord an appropriate modification of this Lease in a form satisfactory to Landlord and Tenant. E. With respect to any sublease, Tenant shall bear all costs of providing appropriate means of ingress and egress from the sublet space (or of separating the space to be subleased from the remainder of the Premises). F. If Tenant shall assign or transfer its interest in this Lease or sublet the Premises pursuant to this Section 16, then Tenant shall pay to Landlord as additional rent within 10 days after receipt under any such assignment or in the case of a sublease on the first day of each month during the term of any such sublease, one-half (1/2) of the excess of all rent over the sum of (x) all Rent then 35 payable to Landlord under this Lease for said month (or if only a portion of the Premises is being sublet, then portion of the Rent then payable to Landlord under this Lease for said month which is allocable on a square foot basis to the space sublet) plus y) an amount equal to the quotient of "Tenant's Costs" (as hereinafter defined) incurred by Tenant in connection with said sublease divided by the number of months in the term of such sublease. As used in the preceding sentence, "Tenant's Costs" for such assignment or sublease shall include the unamortized amount of improvements made at Tenant's expense, alterations to the Premises in connection with such assignment or sublease made at Tenant's expense, and leasing commissions, rent concessions, advertising cost, and legal expenses in connection with such assignment or sublease. G. Tenant agrees that if it requests Landlord's consent to an assignment or a subletting, that it shall reimburse Landlord for its reasonable costs and expenses in considering whether to grant its consent (including, but not limited to, reasonable attorneys' fees). 17. UNTENANTABILITY. A. In the event (a) a substantial part of the Premises is damaged by fire or other casualty, or (b) a substantial part of the Building (or any area required to provide access or services to the Premises or Building) is damaged by fire or other casualty, Landlord shall, within 60 days after the date of said fire or casualty, give Tenant an estimate of the length of time that will be required to complete the rebuilding and restoration of the Premises or the Building (including an estimated construction schedule) so that affected areas of the Premises or Building are no longer untenantable. For purposes of this Section 17, a "substantial part of the Premises" shall be deemed damaged if at least 100,000 square feet of Rentable Area of the Premises is thereby rendered untenantable, and a "substantial part of the Building (or any area required to provide access or services to the Premises of Building)" shall be deemed damaged if at least 300,000 square feet of Rentable Area in the Building (whether within or outside the Premises) is rendered untenantable. "Untenantable" shall mean that the normal conduct of a tenant's business in its premises in the Building, is materially impaired. If such estimated time for rebuilding and restoration exceeds twelve (12) months from the date of such fire or other casualty, or if the unexpired portion of the Term as of the date of such fire or other casualty is eighteen months (18) or less, then either Landlord or Tenant (but only if more than 100,000 square feet of Rentable Area of the Premises is rendered untenantable) may terminate this Lease upon written notice to the other given any time within 30 days after Landlord gives Tenant written notice containing the estimate. If neither party so elects, this Lease shall not terminate (except as otherwise provided in Section 17F) and Landlord shall, at Landlord's expense, use all reasonable efforts to repair and restore the Premises or Building within the estimated time for rebuilding and restoration given by Landlord to Tenant in its notice, subject to (i) delays due to insurance adjustment, or (ii) matters beyond Landlord's reasonable control, and Rent shall abate on a per diem basis during the period of reconstruction and repair until the Premises are again tenantable. 36 B. In the event that less than a substantial part of the Premises is damaged by fire or other casualty or less than a substantial part of the Building (or any area required to provide access or services to the Premises or Building) is damaged by fire or other casualty, then Landlord shall, except during the last eighteen (18) months of the term hereof, proceed with all due diligence to repair and restore the Premises, subject, however, to (i) reasonable delays for insurance adjustments, and (ii) delays caused by forces beyond Landlord's reasonable control; but Landlord shall not be liable to incur overtime, double time, or other premium charges in order to expedite the work of repair or restoration. In such event, Rent shall abate in proportion to the untenantable area of the Premises during the period while repairs are in progress. If the Premises or Building are damaged by fire or other casualty as aforesaid during the eighteen (18) months year of the Term hereof (unless Tenant has exercised an available option to extend), either Landlord or Tenant shall have the right to terminate this Lease as of the date of fire or other casualty by written notice to the other given any time written thirty (30) days after the date of such fire or other casualty. C. In the event Landlord is obligated or elects pursuant hereto to restore and rebuild the Premises, or any portion thereof, or the Building as a result of a fire or other cause, Landlord shall only be obligated to restore or rebuild those portions of the improvements in the Premises, or the affected portion thereof constituting the core and shell of the Building and not improvements or betterments to the Premises, including Alterations. D. Landlord shall have no liability for any loss, cost, expense, damage, or compensation whatsoever (including any claim for inconvenience, loss of business or annoyance) by reason of any restoration of the Premises or the Building under this Section. E. In the event Landlord is obligated or elects pursuant hereto to restore and rebuild, then at Tenant's expense, Tenant shall repair and restore improvements and betterments to the Premises Alterations which are not required to be repaired or restored by Landlord following substantial completion of Landlord's repair and restoration work, if any (as determined by Landlord's architect). F. If Landlord is unable to or fails to substantially complete its repair or restoration by the date ("Outside Date") which is the later of (i) the estimated completion date plus 60 days or (ii) twenty-four (24) months from the date of such fire or casualty, in each case as extended by (a) delays due to insurance adjustment or (b) matters beyond Landlord's reasonable control, then either Landlord (if it has used all reasonable efforts to perform its repair and restoration as required above) or Tenant may terminate this Lease by notice to the other given within thirty (30) days after such Outside Date. 37 G. In the case of termination of this Lease under this Section 17, Rent shall abate from the date of the fire or casualty in proportion to the area of the Premises rendered untenantable. 18. DEFAULTS; CONDITIONS LIMITATIONS; REMEDIES. A. Each of the following events shall be a "Default" under this Lease: (i) Tenant fails to make any payment of Rent when due, and such failure continues for ten (10) days after written notice from Landlord. (ii) Tenant fails to keep or perform any other term, covenant, condition, or provision of this Lease, and such failure continues for thirty (30) days after written notice from Landlord specifying such failure unless such failure requires work to be performed, acts to be done, or conditions to be removed which cannot be performed, done or removed within such thirty (30) days, in which case the Default shall not be deemed to exist so long as Tenant: (a) advises Landlord by written notice within said ten (10) days that Tenant intends to take all steps necessary to diligently remedy such failure and specifies a date by which all steps will have been completed (which shall not, exceed thirty (30) days after the date of Landlord's notice subject to matters beyond Tenant's reasonable control); (b) duly commences curing the same within such period; and (c) diligently and continuously prosecutes to completion all steps necessary to remedy the same; (iii) Tenant, admits, in writing, that Tenant is unable to pay Tenant's debts as such become due; (iv) Tenant makes an assignment for the benefit of creditors; (v) Tenant files a voluntary petition in bankruptcy or a petition is filed against Tenant and an order for relief is entered, or Tenant files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other law, or Tenant seeks or consents to, acquiesces in, or suffers the appointment of any trustee, receiver, or liquidator of Tenant or of the Premises (or Tenant's interest therein) or of all or any substantial portion of Tenant's assets; 38 (vi) if, within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other law, such proceeding is not dismissed or if, within sixty (60) days after the appointment (without the consent or acquiescence of Tenant) of any trustee, receiver or liquidator, of Tenant or of all or any substantial part of Tenant's properties or of the Premises (or Tenant's interest therein), such appointment is not vacated or stayed on appeal or otherwise, or if, within thirty (30) days after the expiration of any such stay, such appointment shall not have been vacated; (vii) Tenant sublets the Premises (or any part thereof) or mortgages, pledges, assigns, transfers, or otherwise disposes of or encumbers this Lease (or any part of Tenant's right, title and interest hereunder) without complying with all requirements of this Lease; (viii) if the Premises shall be taken or occupied by any Person other than Tenant except as expressly permitted under Section 16 hereof; (ix) Tenant fails to cure, immediately after receipt of notice form Landlord, any hazardous condition which Tenant has created in violation of any Law or this Lease; (x) if a levy under, execution or attachment is made against Tenant or Tenant's property and is not vacated or removed by court order, bonding or otherwise within thirty (30) days thereafter; (xi) if the Premises become vacant, deserted or abandoned; and/or (xii) if there shall be any default by Tenant under any other lease or sublease of space in the Building which shall not be remedied within the applicable grace or cure period, if any, provided therein. B. If and whenever any Default occurs, at Landlord's option, Landlord may, but shall not be required to do so: (i) give written notice to Tenant (the "Lease Termination Notice"), stating that this Lease and the Term shall expire and terminate on the date specified in such Lease Termination Notice; or (ii) give written notice to Tenant (the "Possession Termination Notice"), stating that Tenant's right to possession, but not the Lease, shall expire and terminate on the date specified in such Possession Termination Notice. 39 Either the Lease Termination Notice or the Possession Termination Notice may take the form of a statement contained in the notices (if any) required by subsection 18 A advising the Tenant that unless the Tenant has cured the violation stated in the notice within the applicable cure period (if any), Landlord has elected to terminate the Lease or Tenant's right to possession, but not the Lease, as the case may be, as of the expiration of such cure period. C. In the event that Landlord gives the Lease Termination Notice, this Lease and the Term (and Tenant's entire right, title and interest therein) shall expire and terminate as if the date specified in the Lease Termination Notice were the expiration date, and Tenant shall quit and surrender the Premises but shall remain liable as hereinafter provided. In the event that Landlord gives the Possession Termination Notice, this Lease shall continue in effect; however, Tenant's right to possess and occupy the Premises shall expire and terminate on the date specified in the Possession Termination Notice, and Tenant shall quit and surrender the Premises on or before such date but shall remain liable as hereinafter provided. D. If and whenever any Default occurs, or if this Lease and the Term terminate under Subsection 18C or otherwise, or if Tenant's right of possession terminates under Subsection 18C or otherwise, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and hereby irrevocably grants to Landlord full and free license to enter into and upon the Premises, with or without notice or process of law, and repossess Landlord of the Premises and to expel or remove Tenant and any others who may be occupying or within the Premises and to remove any and all property therefrom using such force for that purpose as may be necessary without being liable to indictment, prosecution or damages (or being deemed to be guilty of trespass, eviction, forcible entry or detainer, or conversion of property, or otherwise); and Tenant shall remain liable as hereinafter provided. If, Landlord so re- enters, at its option, Landlord may, at Tenant's sole expense payable on demand as additional Rent: (i) repair and alter the Premises in such manner as Landlord may deem reasonably necessary or desirable in connection with efforts to relet the Premises and change the locks to the Premises without relieving Tenant of any liability whatsoever under this Lease; and/or (ii) let or relet the Premises (or any parts thereof) for the whole or any part of the remainder of the Term, or for a longer period, in Landlord's name or as agent of Tenant. No re-entry by Landlord, whether under summary proceedings or otherwise, shall absolve or discharge Tenant from any liability whatsoever under this Lease or be deemed an election by Landlord to terminate or accept a surrender of this Lease. Except that Landlord covenants to use reasonable efforts to mitigate damages, Landlord have no obligation whatsoever to relet the Premises (or any parts thereof), or to collect any rent or other sum due on any such reletting, or accept any tenant offered by Tenant or to observe any instructions given by Tenant concerning such reletting; and except to the extent required by law, Landlord's failure to relet, to collect rent or to accept such 40 tenant or instructions shall not relieve Tenant of any liability whatsoever under this Lease. Tenant shall not be entitled to, or receive any credit for, any excess of rents collected upon any reletting of the Premises over the Rents and other sums payable by Tenant under this Lease. E. If this Lease and the Term terminate under Subsection 18C or otherwise, or if Tenant's right of possession is terminated under Subsection 18C or otherwise, or if Landlord re-enters the Premises under Subsection 18D or by any summary proceeding or other Legal Proceeding, then, in any of such events, Tenant shall pay Landlord on demand: (i) all Rent then due under this Lease; (ii) all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) which Landlord pays or incurs in terminating this Lease or Tenant's right of possession, re- entering, retaking, repossessing, repairing and/or altering the Premises, and removing all Persons and property therefrom; and (iii) all reasonable costs and expenses which Landlord incurs in securing any new tenant(s) of the Premises (including such costs as brokerage commissions, reasonable attorneys' fees and disbursements, and expenses of preparing the Premises for reletting, and if Landlord maintains the Premises, all costs and expenses of maintaining the Premises). F. If Tenant's right of possession is terminated as aforesaid, Tenant shall pay Landlord on demand, also, as damages, any deficiency (a "Deficiency") between the Rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Term and the amount, if any, of rents collected under any reletting effected pursuant to subsection 18D(iii) for any part of such period (after deducting from such collections all amounts actually paid by Landlord under Subsection 18 E(iii)). Tenant shall pay any Deficiency in installments on the days specified in this Lease for payments of Rent. Landlord shall be entitled to recover from Tenant each Deficiency installment as the same arises; and no Legal Proceeding to collect, any Deficiency installment shall prejudice Landlord's right to collect any subsequent installment by a similar or other Legal Proceeding. G. If Landlord terminates this Lease as aforesaid, Tenant shall pay Landlord, on demand, in lieu of any further Deficiency, as and for liquidated and agreed final damages (it being agreed that it would be impractical or extremely difficult to fix the actual damages), a sum equal to the amount by which Rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the term EXCEEDS the then fair and reasonable rental value of the Premises for the same period, both discounted to present worth at the rate of four (4%) per cent per annum, LESS the aggregate of Deficiency installments previously collected by Landlord for the same period. If, before presentation of proof of such liquidated damages to any court, commission or tribunal, the Premises (or any part thereof) shall have been relet for the period which otherwise would have 41 constituted the unexpired portion of the Term, the amount of rent reserved upon such reletting shall be deemed prima facie evidence of the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of such reletting. H. Landlord may bring Legal Proceedings from time to time, at Landlord's election, for the recovery of damages, or for a sum equal to any installment or installments of Rent or any Deficiency or other sum payable by Tenant to Landlord pursuant to this Section, and nothing in this Lease shall require Landlord to wait for any such purpose until the date originally scheduled for termination of the Term. I. Nothing in this Lease shall limit or prejudice Landlord's right to prove and obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or dissolution proceeding an amount equal to the maximum allowed by any applicable law at the time when such damages are to be proved, whether such amount is greater, equal to, or less than, the amount of damages otherwise specified in this Section. J. No receipt and/or retainage of moneys by Landlord from Tenant after the giving of a Termination Notice, or after a termination of this Lease, shall reinstate, continue or extend the Term or affect any Termination Notice or other written notice, previously given to Tenant, or operate as a waiver of Landlord's right to enforce payment of Rent then or subsequently becoming due, or operate as a waiver of Landlord's right to recover possession of the Premises. Tenant agrees that after the giving of a Termination Notice or commencement of summary proceedings or other Legal Proceeding, or after final order or judgment for possession of the Premises, Landlord may demand, receive and collect all moneys without invalidating or rescinding such Termination Notice, Legal Proceeding, order, suit or judgment; and at Landlord's election, all moneys so collected shall be deemed payments either on account of the use and occupancy of the Premises or on account of Tenant's liability hereunder. K. In the event Tenant is dispossessed by judgment or warrant of any court, or in the event of re-entry or repossession by Landlord or in the event of expiration or any termination of this Lease or Tenant's right of possession hereunder, Tenant (on behalf of Tenant and all Persons claiming by, through, or under Tenant) hereby expressly waives: (i) service of any notice of intent to re-enter now or hereafter provided by law for such purpose; (ii) any and all rights of redemption now or hereafter provided by law; and (iii) any re-entry or repossession or right to restore the Term or legal continuance of this Lease. Tenant expressly waives the service of any notice or demand whatsoever, except those notices required by this Section 18, and agrees that the simple breach of any covenant or provision of this 42 Lease by Tenant shall, of itself, without the service of any other notice or demand whatsoever, except those notices specifically required by this Section 18, constitute a Default and a forcible detainer by Tenant of the Premises within the meaning of the statutes of the State of Illinois. L. The terms "enter", "re-enter", "entry" or "re-entry", as used in this Lease, are not restricted to their technical legal meaning. If Landlord commences any summary proceeding or other Legal Proceeding for non-payment of Rent, Tenant will not interpose and does hereby waive the right to interpose any counterclaim of whatever nature or description in any such proceeding. M. No failure by Landlord to insist upon the strict performance of any covenant agreement, term or condition of this Lease or to exercise any right or remedy after any Default, and no acceptance of the payment of full or partial Rent during the continuance of any Default shall constitute a waiver of any such covenant, agreement, term or condition of this Lease to be performed or complied with by Tenant, and no Default, shall be waived, altered or modified except by a written instrument executed by Landlord. No waiver of any default shall affect or alter this Lease, but each and every term, covenant, condition and provision of this Lease shall continue in full force and effect with respect to any other then existing or subsequent Default. N. [INTENTIONALLY DELETED] O. (i) Tenant shall pay upon demand all Landlord's costs, charges and expenses, including the reasonable fees and out-of-pocket expenses of counsel, agents and others retained by Landlord (including costs of appeal and judgment), incurred by Landlord in successfully enforcing Tenant's obligations hereunder or incurred by landlord in any legal proceeding, negotiation or transaction in which Tenant causes Landlord, without Landlord's fault, to become involved or concerned. (ii) Landlord shall pay upon demand all Tenant's costs, charges and expenses including the reasonable fees and out-of-pocket expenses of counsel, agents and others retained by Tenant (including costs of appeal and judgment) incurred in successfully enforcing Landlord's obligations hereunder or incurred by Tenant in any legal proceeding, negotiation or transaction in which Landlord causes Tenant without Tenant's fault to become involved or concerned. P. [INTENTIONALLY DELETED]. Q. In the event of any threatened breach by Tenant of any term, covenant, condition or provision of this Lease, Landlord shall be entitled to enjoin such Default or threatened breach and shall have the right to invoke all rights and remedies allowed at law or in equity as though this Lease did not provide for re-entry, summary proceedings, or other remedies. R. Each right and remedy of Landlord in this Lease shall be cumulative and in addition to every other right or remedy in this Lease, or now or hereafter existing at law or in equity; and the 43 exercise (or beginning of exercise) by Landlord of any one or more rights or remedies shall not preclude the simultaneous or later exercise by Landlord of any and all other rights or remedies. 19. EMINENT DOMAIN. A. If the Property, or any portion thereof which includes a substantial part of the Premises, shall be taken or condemned by any competent authority for any public use or purpose, the term of this Lease shall end upon, and not before, the date when the possession of the part so taken shall be required for such use or purpose, and without apportionment of the award. Rent shall be apportioned as of the date of such termination. If a substantial part of the Property other than the Premises shall be taken or condemned by any competent public authority for any public use or purpose, Landlord shall have the right in Landlord's reasonable opinion to cancel this Lease upon not less than 180 days' notice prior to the date of cancellation designated in the notice. No money or other consideration shall be payable by Landlord to Tenant for said cancellation, and the Tenant shall have no right to share in the condemnation award or in any judgment for damages caused by said eminent domain proceeding and any right of Tenant to receive the proceeds of any such award are hereby assigned to Landlord, except as hereinafter provided. B. Provided, however, that to the extent (a) Tenant is entitled under the law to receive a separate award in a separate proceeding, following or apart from the determination of the award for other interests in Property, in respect of (i) the unamortized value of any existing improvements made by Tenant and which Tenant is permitted to remove under this Lease (but only if such improvements were (A) not paid for in whole or part by Landlord or any contribution from Landlord, and (B) were proven in such proceeding to have enhanced the value of the Building at least to the extent of such unamortized value), or (ii) for moving or for business interruption, and (b) such separate award does not reduce the award otherwise payable to Landlord or the fee owner of the Land or Building, then Tenant shall be entitled to such an award which it claims, proves and receives at its own expense. Tenant's rights under this paragraph shall be subject to the rights of Landlord and any Superior Encumbrance to any award for eminent domain. 20. SUBORDINATION AND SUPERIORITY OF THIS LEASE. This Lease shall be prior to any Superior Encumbrance, subject to the terms and conditions of this Section, Tenant agrees to subordinate its rights hereunder at all times to any Superior Encumbrance and to execute evidencing such subordination as may be required by the mortgagee or ground or underlying lessor, as the case may be, and to attorn to and to recognize, as Landlord, the purchaser at a foreclosure sale or the mortgagee or its nominee in the event the mortgagee or such nominee in the event the mortgagee or such nominee accepts a deed in lieu of foreclosure, or the ground or underlying lessor in the event of termination of such underlying or ground lease, in return for and upon delivery to Tenant by such purchaser or such mortgagee or its nominee or the ground or underlying lessor, as the case may be, of an agreement providing that in the event of a foreclosure of such mortgage or the giving of the deed in lieu of foreclosure or a termination of such ground or underlying lease, this Lease shall not be terminated and Tenant may remain in possession of the Premises pursuant to the terms of this Lease and retain all the rights, options and privileges granted to it hereunder as long Tenant is not in Default hereunder and continues to perform its obligations hereunder and further providing that the purchaser at a foreclosure sale or transferee in the case of a deed given in lieu of foreclosure or 44 ground or underlying lessor, as the case may be, will assume all of the obligations of the Landlord in such case; provided, however, that in no event shall the mortgagee, said purchaser at a foreclosure sale, said transferee in the case of a deed given in lieu of foreclosure or ground or underlying lessor, as the case may be, have any personal liability whatsoever hereunder for its own acts or omissions or obligations; and further provided that the mortgagee, said purchaser at a foreclosure sale or said transferee in the case of a deed given in lieu of foreclosure or ground or underlying lessor, as the case may be, shall also have no personal liability for the acts or omissions or obligations of Landlord arising or to be performed prior to any such sale or transfer of the Land or Building to such party except to the extent such acts or omissions or obligations of Landlord continue after foreclosure or a foreclosure sale including, without limitation, any liability for any deposits made by the Tenant hereunder, unless such deposits have been transferred to such party; and provided, further, that the mortgagee, said purchaser at a foreclosure sale, said transferee in the case of a deed given in lieu of foreclosure or ground or underlying lessor, as the case may be, shall be subject to any offsets or defenses which Tenant might have against any prior Landlord pursuant to Tenant's rights as set forth in Sections 7 or 35 hereof. Such agreement may, among other things, require the Tenant to notify the mortgagee or the ground or underlying lessor of any default by the Landlord and afford such mortgagee the opportunity to cure such default prior to any termination of this Lease by Tenant (as provided in Section 28) provided that the Premises are reasonably usable by Tenant for its normal business activities. Tenant further agrees that, except as to secondary mortgage financing expressly permitted in such mortgage or ground or underlying lease, it will not, without the consent of the mortgagee or ground or underlying lessor, as the case may be, voluntarily subordinate this Lease to any lien or encumbrance without the consent of said mortgagee or ground or underlying lessor, as the case may be. 21. SPRINKLERS. If state or city government or any fire insurance underwriters for fire insurance for the Property, requires or recommends that any changes, modifications, alterations or additional sprinkler heads or other equipment be made or supplied by reason of Tenant's business or the location of partitions, trade fixtures, or other contents of the Premises, or for any other reason, or if any such changes, modifications, alterations, additional sprinkler heads or other equipment, become necessary to prevent the imposition of a penalty or charge against the full allowance for a sprinkler system in the fire insurance rate as fixed by said underwriters, or by any fire insurance company, Tenant shall, at Tenant's expense, promptly make and supply such changes, modifications, alterations, additional sprinkler heads or other equipment. 22. LANDLORD'S MAINTENANCE. Landlord, as an Operating Expense, shall keep and maintain the Building and its fixtures, appurtenances, systems and facilities serving the Premises, in good working order, condition and repair and shall make all repairs, structural and otherwise, interior and exterior, as and when needed in or about the Building and the Premises, except for those repairs for which Tenant is responsible pursuant to any other provisions of this Lease. Without limiting the generality of the foregoing, Landlord shall repair and maintain, and if necessary, replace (i) Building structure, foundation, roof, gutters, exterior walls, window coverings, windows, and all other exterior and structural parts of the Building, (ii) halls, stairways and entryways, elevators and common 45 passageways and all other common areas of the Building, (iii) premises occupied by other tenants to the extent necessary to prevent any damage to the Premises, and (iv) all elements of the plumbing system, the sprinkler system, the light fixtures and electrical distribution system, the heating, ventilating and air conditioning system and any other of the Building's shared systems located within the Premises, and any damage caused to any items in the Premises which would become the property of the Landlord upon termination of this Lease by any malfunction or misfunction of such systems, except only for any supplementary portions of such systems owned by Tenant. Nothing contained in this Section 22 shall require Landlord to paint or decorate the Premises. No liability of Landlord to Tenant shall accrue however under subparagraphs (iii) and (iv) above unless and until Tenant has given written (except in the case of an emergency) notice to Landlord of the specific repair required to be made or of the failure to properly furnish any service and Landlord does not promptly thereafter undertake and diligently pursue such repair or furnish such service. Landlord shall have no obligation to maintain, repair or replace the pedestrian bridge described in Section 37. 23. NOTICE. In every instance where it shall be necessary or desirable for Tenant to give or serve any notice or demand upon Landlord, such notice or demand shall be in writing and sent by United States Registered or Certified Mail (return receipt requested), postage prepaid or by a commercial courier, prepaid, addressed to Landlord c/o the Rental Agent at the place where rental under this Lease is then being paid. Any notice or demand to be given or served by Landlord to Tenant shall be effective if mailed or delivered by Landlord or Landlord's Rental Agent to The Northern Trust Company 50 South LaSalle Street Chicago, IL 60675, Attention: Vice President Corporate Real Estate with a copy to: The Northern Trust Company, 50 S. LaSalle Street, Chicago, IL 60675, Attention: General Counsel. Notice mailed as aforesaid shall be conclusively deemed to have been served at the close of the second business day following the date said notice was mailed; notice delivered by courier as aforesaid shall be conclusively deemed to have been received at the close of the first business day following the date said notice was given to the courier. 24. SUCCESSORS AND ASSIGNS. Each provision hereof shall extend to and shall, as the case may require, bind and inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and assigns, provided that this Lease shall not inure to the benefit of any assignee, heir, legal representative, transferee or successor of Tenant except any permitted assignee as provided in Section 16. The term "Landlord", as used in this Lease, means only the owner, or the mortgagee in possession (including anyone claiming any title or any interest in the Land or Building by, through or under said mortgage), for the time being, of the Property (or the owner of a lease of the Building or of the Real Estate and the Building) of which the Premises form a part, so that in the event of any conveyance or sale of said Real Estate and the Building (including a sale or transfer arising by virtue of a foreclosure of any mortgage of the Land or the Building or any deed given in lieu of foreclosure thereof) or of said Lease, or in the event of a lease of the Building, or of the Real Estate and the Building, the seller or lessor shall be and hereby is entirely free and relieved of all covenants, obligations and liabilities of Landlord hereunder, and it shall be deemed and construed as a covenant running with the land without further agreement between the parties or their successors in interest, 46 or between the parties and the purchaser at any such sale, or the said lessee of the Building, or of the Real Estate and the Building, provided that the purchaser or the lessee of the Building, as applicable, has (subject to the provisions of Section 20) assumed and agreed to carry out any and all covenants, obligations and liabilities of Landlord hereunder. 25. INSURANCE. A. Landlord and Tenant agree to have all property insurance policies which may be carried by either of them, and Tenant agrees to have all business interruption insurance carried by it, endorsed with a clause providing that any release from liability of or waiver of claim for recovery from the other party entered into in writing by the insured thereunder prior to any loss or damage shall not affect the validity of said policy or the right of the insured to recover thereunder, and providing further that each insurer waives all rights of subrogation which such insurer may have against the other party. Without limiting any release or waiver of liability or recovery contained in any other paragraph of this Lease, but rather in confirmation and furtherance thereof, Landlord and Tenant each hereby waive and release any and every claim for recovery from the other, its officers, agents, employees and beneficiaries for any and all loss of or damage to the Property or to the contents thereof or damages as a result of business interruption, which loss or damage is covered by valid and collectible fire and extended coverage insurance policies, to the extent that such loss or damage is recoverable by the party giving the waiver under said insurance policies, or would have been recoverable by the party giving the waiver had it carried the insurance required of it under this Lease. Inasmuch as this mutual waiver will preclude the assignment of any such claim by subrogation (or otherwise) to an insurance company (or any other Person), Landlord and Tenant each agree to give to each insurance company which has issued, or in the future may issue, to it such property and business interruption insurance policies, written notice of the terms of this mutual waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver. B. At all times during the Term of this Lease, Tenant shall at its sole cost and expense maintain in full force and effect insurance protecting Tenant and Landlord and its respective agents and any other Persons reasonably designated by Landlord from time to time, with terms, coverages and in companies at all times reasonably satisfactory to Landlord and with such increases in limits as Landlord may, from time to time, reasonably request. Initially, such coverage shall be in the following amounts: (i) Commercial Liability Insurance, including Contractual Liability insuring the indemnification provisions contained in this Lease, with limits of not less than Three Million Dollars ($3,000,000.00) combined single limit per occurrence for Bodily Injury, Death and Property Damage. The liability policy shall include as an additional insured the Landlord, with a severability of interest endorsement. 47 (ii) Insurance against (A) "All Risks", "Special Form" or comparable coverage of physical loss coverage for all betterments and improvements to the Premises, including alterations, and including any improvements or betterments made by Tenant outside the Premises (including the pedestrian bridge described in Section 37) whether in existence upon execution of this Lease or made hereafter, the entire replacement cost from time to time of all movable fixtures, office equipment, furniture, trade fixtures, merchandise and all other items of Tenant's property on the Premises; plus valuable papers insurance covering documents and papers of value in Tenant's vaults with limits not less than those customarily carried by prudent tenants in such businesses and (B) loss of use of the Premises. Insurance carried by Tenant shall be with insurers licensed to do business in the State of Illinois, have a Best's (or comparable rating entity's) financial rating of A and a financial size of X or higher. C. The policy referred to in Section 25B(i) shall name Landlord, Landlord's Building manager and their respective agents and employees (and the holder of a Superior Encumbrance, if required by such holder) as additional insureds, and the policy in Section 25B (ii)(A) shall insure Landlord as its interests may appear and the holder of any Superior Encumbrance under a standard mortgagee clause. D. Tenant shall, prior to the earlier of (a) the Commencement Date, or (b) the entry upon the Premises by Tenant or its Employees or contractors, and prior to the expiration of any policy, furnish Landlord with certificates evidencing that all required insurance is in force and providing that such insurance may not be canceled or changed without at least thirty (30) days' prior written notice to Landlord and Tenant (ten (10) days' in case of non-payment of premium). All policies shall contain a provision that no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained. E. Tenant and Landlord shall cooperate with each other and with the holder of any Superior Encumbrance in connection with collection of any insurance monies. F. All insurance of Tenant shall be primary and not contributory with any insurance of Landlord. Tenant shall not secure separate insurance concurrent in form or contributing in the event of loss with any insurance policy required under this Lease unless Landlord is included as a named insured with loss payable to Landlord. Tenant shall give Landlord written notice promptly upon securing any such separate insurance, specifying the insurer and full particulars of applicable policies. G. Tenant shall, before seeking any recovery from Landlord or Landlord's insurer, recover all sums payable by Tenant's insurer. For purposes of Tenant's waiver of claims in Section 25A of this Lease, any deductible in excess of $5,000 shall be deemed to be self-insured and, for purpose of 48 any waiver of claims, any such excess deductible or other self-insurance shall be deemed to have been recoverable under insurance carried by Tenant. H. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate any insurance policy or be in conflict with any insurance requirements, or increase the rate of fire insurance premium applicable to the Building, or necessitate Landlord's carrying of additional insurance coverage; and Tenant shall not do or permit to be done any act or thing upon the Premises which will or might subject Landlord to any liability or responsibility for injury to any Person or to property. Tenant shall reimburse Landlord, as additional Rent upon demand, for all increases of Landlord's insurance premiums resulting from violations of Tenant's obligations under this Section. In any Legal Proceeding involving the cost of insurance, a schedule or "make-up" of rates issued by the body making insurance rates for the Building or the Premises shall be presumptive evidence of the items and charges taken into consideration in fixing the insurance rates then applicable to the Premises or the Building. I. At all times during the Term of this Lease, Landlord shall carry insurance with commercially reasonable deductible amounts and with reputable and solvent insurance companies authorized to do business in Illinois in the following amounts: (i) "all-risk" or "special form" replacement cost property insurance on the Building against fire and other extended coverage perils (including boiler and machinery and electrical apparatus coverage) in an amount sufficient to prevent Landlord from being deemed a co-insurer of the risks insured under the policy, (ii) commercial liability insurance, including contractual liability, in an amount not less than $3,000,000.00 per occurrence. 26. MISCELLANEOUS. A. Wherever there is provided in this Lease a time limitation for performance by the Landlord or Tenant of any construction, repair, maintenance or service, the time provided for shall be extended for as long as and to the extent that delay in compliance with such limitation is due to an act of God, public enemy, strikes, governmental control, fire, flood, quarantine restriction, freight embargo, shortage of materials or labor, or other factors beyond the reasonable control of the Landlord or Tenant. B. If any provision of this Lease or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Lease and the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable to any extent, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. C. The headings of sections are for convenience only and do not define, limit or construe the contents of such sections or subsections. References made in this Lease to numbered sections and 49 subsections shall refer to the numbered sections or subsections of this Lease, unless otherwise indicated. D. The Lease is to be executed in copies, each of which executed copy shall constitute an original. E. Each of the parties agrees, at the request of the other, to execute such instruments or documents as any party may reasonably request, acknowledging: the date of completion of construction of Premises; the date of acceptance of possession of Premises; the date of commencement of Rent; the commencement of the Term; the commencement and expiration dates of this Lease; Tenant's Proportionate Share of the Operating Expenses, Taxes, Operating Expense Deposits for any Lease Year; the number of rentable square feet demised to the Tenant; Base Rent amount; and the compliance or noncompliance by any party with any of the terms or provisions of this Lease; and to evidence such other or further matters as may be so reasonably requested by Tenant or Landlord. F. Tenant represents to Landlord, and Landlord represents to Tenant, that except for Douglas Elliman-Beitler and Staubach Midwest L.L.C., the representing party has not dealt with any real estate broker in connection with this Lease and, to its knowledge, no broker other than Douglas Elliman-Beitler and Staubach Midwest L.L.C. initiated or participated in the negotiation of this Lease, submitted or showed the Premises or any other space in the Building to Tenant or is entitled to any commission or fee in connection with this Lease. Tenant hereby agrees to indemnify, defend, and hold Landlord harmless from and against any and all claims of any other real estate broker for commissions or fees in connection with this Lease who claim to have dealt with the Tenant or Staubach Midwest L.L.C. not in accordance with its commission agreement with Landlord entered into prior to the date of this Lease. Landlord hereby agrees to indemnify, defend and hold Tenant harmless from and against any and all claims of any other real estate broker for a commission or fee in connection with this Lease who claims to have dealt with Landlord. G. No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit or final judgment for possession shall reinstate, continue or extend the term of this Lease or affect any such notice, demand, suit or judgment. H. No waiver of Default of Tenant shall be implied, and no express waiver shall affect any Default other than the Default specified in such waiver and then only for the time and to the extent therein stated. No agreement to accept a surrender of this Lease shall be valid unless in writing signed by Landlord. No Employee of Landlord shall have any power to accept the keys of the Premises prior to the expiration of the Term. The delivery of keys to any Employee of Landlord shall not operate as a termination of this Lease or an acceptance of a surrender of the Premises. If Tenant, at any time, desires to have Landlord sublet the Premises for Tenant's account, Landlord is authorized to receive said keys for such purpose without releasing Tenant from any of the obligations under this Lease. The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease or any of the rules and regulations (now or 50 hereafter in effect) shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. I. Clauses, plats, exhibits and riders, if any, affixed to this Lease are part hereof and in the event of variation or discrepancy, the duplicate original hereof, including such clauses, plats and riders, if any, held by Landlord shall control. J. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. Submission of this instrument to Landlord, signed by Tenant, shall constitute an irrevocable offer to lease the Premises on the terms herein stated to and including November 30, 2000. K. Wherever the consent of either Landlord or Tenant is required by the provisions of this Lease, such party shall not unreasonably withhold, condition, or delay such consent. L. No modifications, termination or surrender of this Lease or surrender of the Premises or any part thereof or of any interest therein by Tenant shall be valid or effective unless agreed to and accepted, in writing, by Landlord, and no act by any representative or agent of Landlord, other than delivery of such a written agreement and acceptance by Landlord shall constitute an acceptance thereof. M. This Lease shall be construed and enforced in accordance with the laws of the State of Illinois. N. As used herein, the terms "Landlord" or "Tenant" and any pronouns used to refer to Landlord or Tenant shall, as the context requires, include the singular and the plural, and the masculine, feminine and neuter. O. This Lease has been jointly negotiated and reviewed by all of the parties hereto and shall be construed accordingly; any principle or rule of construction which construes any provision of this Lease against the draftor of the Lease is hereby declared to be inapplicable to this Lease and all parties to this Lease. P. Except as otherwise expressly provided in this Lease, each covenant, agreement, obligation or other provision of this Lease on Tenant's part to be performed shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this Lease. Q. Time shall be of the essence with respect to every provision under this Lease. 51 R. [INTENTIONALLY DELETED]. S. This Lease and the exhibits attached hereto represent the entire agreement between the parties hereto relating to the subject matter hereof and all prior agreements, representations and understandings, either oral or written, are merged herein. T. This Lease shall not be recorded; provided, however, at the request of either party, Landlord and Tenant shall execute a short form of this Lease containing the Premises and Term in the form of Exhibit N (and terminate any existing short form or memorandum of lease) for the purpose of giving record notice of this Lease and Tenant's possession or amend any existing recorded short form lease to reflect the present premises and term. 27. ESTOPPEL CERTIFICATES. The Tenant agrees that, from time to time upon not less than ten (10) business days prior written request by Landlord, the Tenant, or Tenant's duly authorized representative having knowledge of the following facts, will deliver to Landlord a statement in writing certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications that the Lease, as modified, is in full force and effect); (ii) the dates to which Rent and other charges have been paid; (iii) to the knowledge of Tenant, that the Landlord is not in default under any provision of this Lease, or, if in default, the nature thereof in detail, and (iv) as to such other matters as may be reasonably requested by Landlord relating to the status of the Lease, it being intended that any such statement may be relied upon by any prospective purchaser or tenant of the Property, any mortgagees or prospective mortgagees thereof, or any prospective assignee of any mortgage thereof. Tenant shall execute and deliver the form of Estoppel Certificate attached hereto as Exhibit E, or such other form required by Landlord meeting criteria set forth above as is reasonably acceptable to Tenant. In the event Tenant fails so to do within twenty (20) business days after demand in writing, Tenant shall be considered in Default under this Lease, or at Landlord's option, the failure to deliver such instruments within such time shall be conclusive upon Tenant that this Lease is in full force and effect, without modification except as may be represented by Landlord, there are no uncured defaults by or defenses or claims against Landlord and that not more than one (1) month's rental has been paid in advance and Tenant shall be estopped from asserting any defaults, defenses or claims known to it at that time. In the event that any existing or prospective purchaser or holder of a Superior Encumbrance requires information from Tenant in order to comply with the rules and regulations of the Employee Retirement Income Security Act ("ERISA"), Tenant shall promptly represent to such holder such information as such holder may reasonably require in order to determine its compliance with ERISA requirements and Tenant shall indemnify such holder against any inaccuracy in such representation. 28. MORTGAGEE PROTECTION. Tenant will pay no Rent under this Lease more than thirty (30) days in advance of its due date other than Operating Expense Deposit, unless otherwise agreed by the holder of any Superior Encumbrance. Tenant shall give the holder of any Superior Encumbrance whose name and address shall have been given in writing to Tenant a copy of any notice of default or claim given by Tenant to Landlord, 52 such notice to be given by registered or certified mail or by commercial courier. Tenant will not exercise any right which it may have to terminate this Lease, or abate Rent or set off any amounts against Rent unless Tenant first gives written notice of such act or omission to the holder of each such Superior Encumbrance and gives the holder of the Superior Encumbrance at least thirty (30) days after the giving of such notice to remedy such act or omission, plus the time to obtain possession if possession is necessary to remedy such act or omission (during which time such holder shall have the right, but no obligation, to remedy the alleged act or omission). Tenant agrees, further, not to exercise any such right if the holder of any such Superior Encumbrance commences to cure such act or omission within thirty (30) days after such notice and diligently prosecutes such cure to completion. 29. LANDLORD'S COMPLIANCE WITH LAW. A. Landlord shall be responsible for keeping those portions of the core and shell of the Building (the term "core and shell" not deemed to include improvements and betterments to any tenant's premises, including the Premises) in compliance with Laws, whose condition, if a violation existed, would materially affect Tenant's use and occupancy of the Premises for office use or subject Tenant to criminal liability, fines or penalties. The foregoing obligation on the part of Landlord shall not limit the obligations of Tenant as set forth in the this Lease, or in any other provision of the Lease requiring Tenant to repair damage caused by it or its employees, agents or contractors, or to make alterations required by any Law which affect Tenant or the Premises solely by reason of its manner of use of the Premises. B. Landlord shall have responsibility for compliance with Title III of the provisions of the Americans With Disabilities Act of 1990 ("ADA") and regulations promulgated thereunder applicable to Building common areas (including Building entrances, lobbies, hallways not located in tenants' spaces and corridors, restrooms, public elevators), and Tenant shall have responsibility for compliance with ADA as to the entrances to and interior of the Premises. If as a result of Tenant's alterations and additions or particular use of the Premises (other than general office use), Landlord is required to alter common areas, Tenant shall pay the cost of such alterations. C. During the term of the Lease, Landlord shall fully comply with any Environmental Laws. Landlord shall not cause or permit its business in the Premises to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in compliance with all Environmental Laws. Landlord shall notify Tenant if it receives a notice of Landlord's violation of Environmental Laws if such violation would affect Tenant's safe occupancy of the Premises. Landlord shall obtain all necessary permits under Environmental Laws and shall make them available for inspection by Tenant, at Tenant's written request. Landlord, for itself and its successors and assigns, shall indemnify, defend and hold Tenant harmless from and against any claims, demands, liabilities and damages (including, but not limited to, attorneys' fees and court costs) arising out of or in connection with Landlord's violation of Environmental Laws. The obligations of this paragraph shall survive the expiration or termination of this Lease. 53 D. Landlord, at its expense, may contest the validity of any Laws and postpone compliance therewith pending such contest (so long as Tenant is not subject to criminal proceeding criminal investigation, criminal liability, fines or penalties as a result). If Tenant receives written notice of any violation of any Laws applicable to the Premises, it shall give prompt notice thereof to Landlord. 30. INDEMNIFICATION BY TENANT. A. Tenant hereby agrees, to the fullest extent permitted by Law, to indemnify each and every Indemnitee and hold each and every Indemnitee harmless from and against (and to pay the full amount of) all loss, liability, obligation, damage, penalty, tax, cost, claim, demand, judgment, charge or expense of every kind whatsoever which any Indemnitee may suffer, incur, or pay out, or which may be asserted against any Indemnitee, in whole or in part, by reason of, or in connection with: (i) any Legal Proceeding brought by Tenant against Landlord (or any officer, partner, or Employee of Indemnitee) in which Tenant fails to secure a judgment against Indemnitee, final beyond appeal; and (ii) any negligent or willful act or omission of Tenant or Tenant's Employees or invitees (to the extent not waived pursuant to the provision of Section 25A). (iii) use of Tenant's name on the Building (if named for Tenant under Section 47). B. Tenant shall defend any and all Legal Proceedings commenced against Indemnitee by any Person (other than Tenant) concerning any matter which may or might be covered by any indemnity or obligation under Subsection 31A (ii) (i.e., regardless of any alleged fault or cause) using counsel reasonably acceptable to Landlord (provided that counsel of the insurance company shall be deemed acceptable), and Landlord shall have the right, but not the obligation, to participate in such defense with counsel of its choice. Tenant shall deliver to Landlord copies of documents served in any such Legal Proceeding and, whenever requested by Landlord, shall advise as to the status of such Legal Proceeding. If Tenant fails to defend diligently any such Legal Proceeding, or if Landlord elects to defend by written notice to Tenant at any time, Landlord shall have the right (but no obligation) to defend the same at Tenant's expense. Tenant shall not settle any such Legal Proceeding without a release of Landlord without Landlord's prior written consent. C. Tenant shall notify Landlord and all applicable insurers immediately of every Legal Proceeding or claim which may or might be covered by any indemnity under this Section and/or by any required insurance. 54 31. INDEMNIFICATION BY LANDLORD. A. Landlord hereby agrees, to the fullest extent permitted by law, to indemnify Tenant and hold Tenant harmless from and against (and to pay the full amount of) all loss, liability, obligation, damage, penalty, tax, cost, claim, demand, judgment, charge or expense of every kind whatsoever which Tenant may suffer, incur, or pay out, or which may be asserted against Tenant, in whole or in part, by reason of, or in connection with: (i) any Legal Proceeding brought by Landlord against Tenant (or any officer, partner, or Employee of Tenant) in which Landlord fails to secure a judgment against Tenant, final beyond appeal; and (ii) any negligent or willful act or omission of Landlord or Landlord's Employees or invitees (to the extent not waived pursuant to the provisions of Section 25A). B. Landlord shall defend any and all Legal Proceedings commenced against Tenant by any Person (other than Landlord) concerning any matter which may or might be covered by any indemnity or obligation under Subsection 30A(ii) (i.e., regardless of any alleged fault or cause) using counsel reasonably acceptable to Tenant (provided that counsel of the insurance company shall be deemed acceptable), and Tenant shall have the right, but not the obligation, to participate in such defense with counsel of its choice. Landlord shall deliver to Tenant copies of documents served in any such Legal Proceeding and, whenever requested by Tenant, shall advise as to the status of such Legal Proceeding. If Landlord fails to defend diligently any such Legal Proceeding, or if Tenant elects to defend by written notice to Landlord at any time, Tenant shall have the right (but no obligation) to defend the same at Landlord's expense. Landlord shall not settle any such Legal Proceeding without a release of Tenant without Tenant's prior written consent. C. Landlord shall notify Tenant and all applicable insurers immediately of every Legal Proceeding or claim which may or might be covered by any indemnity under this Section or by any required insurance. 32. POSSESSION. Tenant is presently in possession of the Existing Premises. 33. EXONERATION CLAUSE. A. This Lease is executed by the undersigned, LaSalle Bank National Association, not personally, but as Trustee in the exercise of the power and authority conferred upon and vested in it as such Trustee and under the express direction of the beneficiaries of the said Trust. It is expressly understood and agreed that all of the warranties, indemnities, representations, covenants, undertakings and agreements herein made on the part of the Trustee are undertaken by it solely in its capacity as Trustee and not personally. No personal liability or personal responsibility is assumed by 55 or shall at any time be asserted or enforceable against the Trustee on account of any warranty, indemnity, representation, covenant, undertaking or agreement of the Trustee in this instrument. B. Tenant agrees to look solely to Landlord's interest in the Property, or the lease of the Building or of the Property, and the Premises, for the satisfaction of any right or remedy of Tenant for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord, in the event of any liability by Landlord, and no other property or assets of Landlord or Landlord's Affiliates shall be subject to levy, execution, attachment, or other enforcement procedure for the satisfaction of Tenant's remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder, or Tenant's use and occupancy of the Premises, or any other liability of Landlord or Landlord's Affiliates to Tenant. 34. WAIVER OF JURY TRIAL. Tenant and Landlord hereby waive trial by jury in any Legal Proceeding brought by either against the other with respect to Landlord's recovery of possession under this Lease, but not otherwise. 35. LANDLORD DEFAULT AND PERFORMANCE BY TENANT. ------------------------------------------ A. If Landlord shall at any time default in the performance of any obligation under this Lease which may be performed solely by the payment of money, and such default shall continue for ten (10) days after written notice from Tenant to Landlord, Tenant shall have the right, but shall not be obligated, to make such payment on behalf of Landlord. In the event that any services to be performed by Landlord for Tenant under this Lease shall be totally suspended and Landlord shall not have commenced and diligently pursued the repair or restoration of such service within ten (10) days after written notice to Landlord from Tenant (which period may be extended as a result of delays described in Section 26A for a period equal to any and such delays), (i) Tenant shall have the right, but shall not be obligated, to perform such obligation if such obligation affects the Premises and not the Building generally, and (ii) Tenant shall have such other rights or remedies allowed by law. In performing such obligation under subsection (i) above, Tenant may make any payment of money or performance any other act related to the repair or restoration of such service. B. If Landlord shall at any time default in the performance of any other material obligation under this Lease which materially affects Tenant's ability to conduct business from the Premises and such default continues for a period of sixty (60) days after written notice from Tenant to Landlord and the holder of any Superior Encumbrance (provided, however, that such sixty day period shall be extended if such default cannot be reasonably cured within such sixty day period) and Landlord shall have promptly, within such sixty day period undertaken a cure, and diligently pursues such cure to completion and provided further that an opportunity to cure shall have been given the holder of a Superior Encumbrance under Section 28 hereof, Tenant may terminate this Lease or bring an action in law or equity to recover damages and require Landlord to perform its obligations hereunder. 56 C. All sums reasonably paid by Tenant pursuant to this Section 35, together with interest at the rate of 2% per annum over the Prime Rate and all necessary incidental costs and expenses in connection with the payment or performance of any such act by Tenant shall be payable to Tenant immediately upon demand and if not so paid within thirty (30) days after demand and are not then subject of a good faith dispute between Landlord and Tenant, may be deducted or set off against any amount (including Rent) due Landlord under this Lease. Further, any Allowance, Put Space Allowance or other allowance required to be paid by Landlord to Tenant for Expansion Space or First Offer Space not paid when due which is thereafter not paid within thirty (30) days after demand to Landlord and notice to the holder of a Superior Encumbrance as required under this Lease, and which is not the subject of a good faith dispute, may be deducted or set off by Tenant against any amount including Rent due under this Lease. D. Unless otherwise provided specifically to the contrary, this Lease and Tenant's obligations to pay Rent and perform all of Tenant's other covenants, agreements, terms, provisions and conditions hereunder shall not be affected, impaired or excused because Landlord is unable to furnish or is delayed in furnishing any work or service whatsoever expressly or implicitly to be furnished, or is unable to make or is delayed in making any repairs, if Landlord is prevented, or delayed from so doing by reason of any cause beyond Landlord's reasonable control (including strikes, governmental preemption in connection with a national emergency, Laws, failure of utilities or public services, or severe weather). 36. MOST FAVORED TENANT. Tenant is executing this Lease upon Landlord's ------------------- representation that Tenant has received the most favorable terms in certain economic issues under this Lease that Landlord is presently prepared to agree upon with a "Major Tenant" (a tenant leasing more than 150,000 square fee to Rentable Area in the Building) for occupancy in the Building. If within the period ending eighteen months (18) months after execution of this Lease by Landlord and Tenant, Landlord agrees, in an executed lease with a Major Tenant, to give another such Major Tenant more favorable terms than the Rent per RSF (other than Rent for Extension Premises in effect for the period prior to April 1, 2005) under this Lease, Tenant shall be entitled, in accordance with this Section, to have this Lease amended by Landlord to provide for the more favorable terms. It is intended that Rent for the Extension Premises for the period prior to April 1, 2005 not be reduced by operation of this Section. This Lease shall be amended to reflect the more favorable terms under the following conditions: A. Only leases to a Major Tenant for an initial term of ten (10) years or more ("Qualifying Leases") shall be considered. B. Amendments under this Section shall be made as of the commencement date of each Qualifying Lease and shall be prospective only. C. Landlord shall submit all Qualifying Leases to Tenant on a confidential basis for review. At Tenant's request to Landlord, a certified public accountant acceptable to both Landlord 57 and Tenant (the "Accountant") shall be directed, at equal cost to Landlord and Tenant, to review all Qualifying Leases to evaluate the following economic issues ("Comparison Matters"); (i) Base Rent; (ii) Any other forms of rent, however characterized, including adjustments to compensate for inflation, any management fees, stepped adjustments and operating expenses and tax pass-throughs, whether on a "net" basis or on a "base amount" or "base year" basis; (iii) Tenant inducements, including but not limited to rent abatements or concessions, construction allowances and equity participations; and (iv) Over-standard tenant services, including parking or storage space. D. The accountant shall derive projected net rental cost per RSF for such Qualifying Lease based on such evaluation of Comparison Matters. The Accountant shall then derive a projected net rental cost per RSF for Tenant under this Lease for the term of the Qualifying Lease, using the same assumptions that were used in evaluating the Qualifying Lease, including escalations in operating expenses and taxes, value of equity participation, and discounted value of money, but assuming a rental rate per RSF not less than that which would be payable after April 1, 2005. The Accountant shall complete such analysis within fifteen (15) business days after such direction. If such comparison discloses that Tenant's net rental cost per RSF exceeds the net rental cost per RSF under the Qualifying Lease, Tenant shall receive a reduction in costs or increase in benefits adequate to eliminate such excess in a manner satisfactory to Landlord and Tenant. If the parties do not agree on the different manner within thirty (30) days after the Accountant determines such excess, the adjustment shall be made to Base Rent hereunder. Any such adjustment shall only be effective during the term of the Qualifying Lease. Landlord, in order to evaluate the effect of a Qualifying Lease under this Paragraph, may submit the relevant terms of a Qualifying Lease to Tenant prior to its execution. Tenant must then notify Landlord in writing within ten (10) days after receipt of such terms if Tenant reasonably believes such Qualifying Lease is at a net rental cost per RSF less than Tenant's or Tenant will be deemed to have waived consideration of such Qualifying Lease. If Tenant does notify Landlord of its belief, Landlord may submit the Qualifying Lease for review by the Accountant as described above prior to signing such Qualifying Lease. The Accountant's determination shall be binding and conclusive on Landlord and Tenant whether made before or after a Qualifying Lease is executed, so long as the terms outlined by Landlord do not vary from those in the actual Qualifying Lease. 37. PEDESTRIAN BRIDGE. Tenant has constructed an enclosed pedestrian bridge ----------------- pursuant to the terms of the Existing Lease, from the 7th floor of the Building to the 5th floor of the building at 50 South La Salle Street ("50 S. LaSalle"). Tenant shall be responsible for installing all necessary Building systems in the existing or any future bridge and for heating, cooling, insuring and maintaining any bridge and for providing all necessary security. The bridge space shall not be included in Rentable Area for any purpose under the Lease. At the end of the Lease term by lapse 58 of time otherwise, Tenant shall at its sole expense remove each bridge in its entirety and repair the floor in the Premises and walls to which it was connected so that it is fully enclosed in like manner to the other floors. Tenant shall, at its sole expense, maintain, repair or replace each pedestrian bridge to keep it in safe operating condition. Provided that (i) Tenant complies with the provisions of Section 8J of the Lease (except for Landlord's consent to construction of a bridge, which consent is hereby given provided Tenant complies with the provisions of this Section 37), (ii) the design of each such bridge is formulated in consultation with the Building engineer and the Building architect, (iii) the structural integrity of each such bridge is approved by the Building engineer (which approval shall not be unreasonably withheld conditional or delayed), and (iv) the aesthetics of each such bridge are approved by the Building architect (which approval shall not be unreasonably withheld conditioned or delayed), who may not specify glass as being aesthetically required, Tenant shall have the right to construct, at its costs, additional fully enclosed pedestrian bridges between a floor in the Premises and an equivalent floor at 50 S. LaSalle, or redesign or relocated existing bridges. Landlord shall cooperate with Tenant in obtaining the necessary municipal and governmental permits, licenses and consents that may be required in connection with construction of said bridges. 38. MONUMENT SIGNAGE. During the Term of this Lease, as long as, Tenant ---------------- leases and occupies at least 25% of Rentable Area in the Building, Tenant may, at its expense and subject to approvals and the requirements of applicable Laws, and documents of record, (a) design and construct, a ground level monument sign (the "Monument Sign") adjacent to the Building located on the Real Estate in a size, design and location acceptable to both Landlord and Tenant (and approved by the City of Chicago, if required by the City of Chicago), and (b) use the Monument Sign solely for Tenant's name and logo to identify Tenant's occupancy in the Building. If Tenant ever leases and occupies fewer than the required percentage of Rentable Area in the Building, Tenant's rights with respect to the Monument Sign shall thereupon expire and be without further force and effect. Upon termination of Tenant's rights, Tenant shall remove all Tenant identification, at Tenant's expense; otherwise, the Monument Sign shall remain and Landlord may use or permit others to use the Monument Sign. Tenant shall maintain and repair the Monument Sign in good and safe condition and in compliance with all Laws. Tenant's insurance under Section 25 shall include the Monument Sign. 39. LOBBY SIGNAGE. Tenant may, at its expense, install an identifying sign ------------- ("Lobby Sign") on the walls in the ground floor elevator lobbies for both the Low-Rise and Lower Mid-Rise (as to the Lower Mid-Rise, only after existing signage is removed, which Landlord covenants will occur, no later than September 1, 2002) elevator banks of a size, design and in a location approved by Landlord, consistent with other lobby signage, solely for Tenant's name and logo to identify Tenant's occupancy in the Building. Upon termination of the Lease, Tenant shall, remove the Lobby Sign and restore the wall to its previous condition. 40. RIGHTS PERSONAL TO TENANT. There are references in Section 4G and 47 of ------------------------- this Lease to rights being personal to Tenant or The Northern Trust Company. Such references mean that those rights may not be assigned, granted or transferred by The Northern Trust Company and may not be exercised by any sublessee or assignee, other than an Affiliate to whom this Lease is assigned. Wherever in this Lease it is provided that Tenant must Lease and occupy prescribed square 59 footage or Rentable Area, these requirements may be satisfied by Tenant or any assignee which is entitled to exercise such right. 41. FIRST EXTENSION OPTION. Subject to the provisions hereinafter set forth, ---------------------- Landlord hereby grants to Tenant an option to extend the Term of this lease on the same terms, conditions and provisions as contained in this Lease, except as otherwise provided herein, for one period of five (5) years (the "First Extension Period") after the expiration of the Term, which First Extension Period shall commence on January 1, 2021 ("First Extension Period Commencement Date") and end on December 31, 2025. A. Said option shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said option given not later than the date which is eighteen (18) months prior to the First Extension Period Commencement Date. If Tenant's option is not so exercised, then except as otherwise provided in Paragraph D of this Section 41, said option shall thereunder expire. B. Tenant may only exercise said option, and an exercise thereof shall only be effective, if at the time of Tenant's exercise of said option and on the First Extension Period Commencement Date this Lease is in full force and effect and Tenant is not in Default in payment of Rent or any other monetary obligation under this Lease. C. Rent per square foot of Rentable Area of the Premises payable during the First Extension Period with respect to all space included in the Premises as of the First Extension Period Commencement Date shall be equal to ninety five percent (95%) of the Market Rental Rate (as hereinafter defined in Section 43). Landlord shall give Tenant written notice of the Market Rental Rate and the Rent for the First Extension Period within thirty (30) days following written request by Tenant made not earlier than twenty four (24) months prior to the First Extension Period Commencement Date. If Tenant disagrees with Landlord's determination, then Tenant shall notify Landlord as provided in Section 43C, and such dispute shall be determined in accordance with the provisions of Section 43C. D. If for any reason other than Tenant's failure to timely request Market Rental Rate or otherwise comply with provisions of this Section on a timely basis, the arbitrators fail to arrive at a determination of Market Rental Rate by a date which is 90 days prior to the date on which Tenant must elect to exercise its option to extend the Term, then the date for Tenant's exercise of its option and the Term shall be extended day for day by each day after such 90th day until such arbitrators' determination is made (but by not more than 90 days in the aggregate). No such extension shall affect the date on which the First Extension Period is to end. Until determination of the Market Rental Rate, Rent shall be payable for the limited extension period at a rate equal to the greater of the last rate of Rent payable under the Lease and Tenant's determination of Market Rental Rate. Once Market Rental Rate is determined, if different from the rate theretofore paid by Tenant, it shall be payable retroactive to the expiration of the Term at the Market Rental Rate, and the parties shall promptly refund or pay the excess or difference as necessary. If the option is exercised, the First Extension Period shall be deemed to have commenced on the date stated in this Lease. 60 E. If Tenant has validly exercised said option, then once Rent has been determined, Landlord and Tenant shall enter into a written supplement to this lease confirming the Rent for the First Extension Period. 42. SECOND EXTENSION OPTION. Subject to the provisions hereinafter set forth, ----------------------- Landlord hereby grants to Tenant an option to extend the Term of this Lease on the same terms, conditions and provisions as contained in this Lease, except as otherwise provided herein, but only if Tenant has previously exercised or concurrently exercises its option to extend the Term for the First Extension Period, for one period of five (5) years (the "Second Extension Period") after the expiration of the First Extension Period, which Second Extension Period shall commence on January 1, 2026 (the "Second Extension Period Commencement Date") and end on December 31, 2030. A. Said option shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said option given not later than the date which is eighteen (18) months prior to the Second Extension Period Commencement Date. If Tenant's option is not so exercised, then, except as otherwise provided in Paragraph D of this Section 42, said option shall thereupon expire. B. Tenant may only exercise said option, and an exercise thereof shall only be effective, if at the time of Tenant's exercise of said option and on the Second Extension Period Commencement Date this Lease is in full force and effect and Tenant is not in Default in payment of Rent or any other monetary obligation under this Lease. C. Rent per square foot of Rentable Area of the Premises payable during the Second Extension Period with respect to all space included in the Premises as of the Second Extension Period Commencement Date shall be equal to ninety five percent (95%) of the Market Rental Rate (as hereinafter defined in Section 43). Landlord shall give Tenant written notice of the Market Rental Rate and the Rent payable during the Second Extension Period within thirty (30) days following written request by Tenant made not earlier than twenty one (21) months prior to the Second Extension Period Commencement Date. If Tenant disagrees with Landlord's determination, then Tenant shall notify Landlord as provided in Section 43C, and such dispute shall be determined in accordance with the provisions of Section 43C. D. If for any reason other than Tenant's failure to timely request Market Rental Rate or otherwise comply with provisions of this Section on a timely basis, the arbitrators fail to arrive at a determination of Market Rental Rate by a date which is 90 days prior to the date on which Tenant must elect to exercise its option to extend the Term, then the date for Tenant's exercise of its option and the Term shall be extended day for day by each day after such 90th day until such arbitrators' determination is made (but by not more than 90 days in the aggregate). No such extension shall affect the date on which the Second Extension Period is to end. Until determination of the Market Rental Rate, Rent shall be payable for the limited extension period at a rate equal to the greater of the last rate of Rent payable under the Lease and Tenant's determination of Market Rental Rate. Once Market Rental Rate is determined, if different from the rate theretofore paid by Tenant, it shall be payable retroactive to the expiration of the Term at the Market Rental Rate, and the parties shall 61 promptly refund or pay the excess or difference as necessary. If the option is exercised, the Second Extension Period shall be deemed to have commenced on the date stated in this Lease. E. If Tenant has validly exercised said option, then within thirty (30) days after request by either party hereto, Landlord and Tenant shall enter into a written amendment to this lease confirming the terms, conditions and provisions applicable to the Second Extension Period as determined in accordance herewith, with such revisions to the rental provisions of this lease as may be necessary to conform such provisions to the new rental rate. F. Tenant shall not have any option to extend the term of this lease beyond the expiration of the Second Extension Period. 43. MARKET RATE. A. "Market Rental Rate" shall mean annual amount per ----------- rentable square foot and other rental charges for the portion of the term in question equivalent to the period for which the Market Rental Rate is being determined beginning the first (1st) day of the subject period that a willing, credit-worthy, non-equity tenant leasing space comparable to the space to be leased would pay and a willing landlord of an office building comparable to the Building in the Chicago central business district office market (the "Market") would accept at arm's length. Appropriate consideration will be given to base net rent, rent escalations, tenant concessions (e.g. free rent, tenant improvements and other cash allowances), length of term, size and location of the premises being leased, tenant improvement allowances, brokerage commissions and other generally applicable terms and conditions prevailing for comparable space in comparable buildings located in the Market, as evidenced by then recently completed renewals, or new leases or similar expansion leases (in the event of an expansion option), within the Market. B. Base Rent shall consist of a fixed annual rent reduced to a net per square foot amount which represents rent minus the total rental concessions provided by the Landlord. When this Lease provides that Rent per square foot of Rentable Area is equal to a percentage of the Market Rental Rate, such percentage shall be applied only against the fixed net rental component of Market Rental Rate (before deductions of allowances and abatements), and not against other components (such as Tenant's Proportionate Share of Operating Expenses). C. If Tenant disagrees with Landlord's determination of Market Rental Rate (which Tenant must do, if at all, in writing setting forth Tenant's determination of Market Rental Rate within seven (7) days after notice of Landlord's determination of Market Rental Rate) and if the parties cannot agree on the Market Rental Rate within ten (10) days thereafter, then such dispute shall be determined by arbitration as hereinafter provided. Landlord and Tenant will each select an arbitrator within ten (10) days who shall be disinterested and shall be a person that has been actively engaged in the development or leasing of first-class office buildings in the downtown Chicago area or otherwise knowledgeable about rental rates for a period not less than five (5) years immediately preceding his or her appointment. The arbitrators so appointed shall appoint a third arbitrator within ten (10) days after appointment of the initial two arbitrators. If a party fails to select an arbitrator or an arbitrator selected by a party fails to make a determination or select a third arbitrator as required, 62 the Market Rental Rate determined by the other party shall be deemed the Market Rental Rate. Landlord and Tenant shall each simultaneously submit to the arbitrators a determination of Market Rental Rate. (If no submittal is made, the parties shall be deemed to have submitted their original determinations.) The arbitrators shall be directed to determine the Market Rental Rate within twenty (20) days after the appointment of the third arbitrator; provided, however, that in determining Market Rental Rate, the arbitrators shall select either Landlord's estimate or Tenant's estimate of Market Rental Rate, and in no event shall the arbitrators have the right (i) to average the Market Rental Rate estimates submitted by Landlord or Tenant or (ii) to choose another number. The decision of the arbitrators shall be in writing and in duplicating, one counterpart thereof to be delivered to each of the parties who appointed them. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (or its successor) and applicable Illinois law, and a decision of the majority of the arbitrators shall be binding, final and conclusive on the parties. The fees of the arbitrators and the expenses incident to the proceeding and the fees of respective counsel engaged by the parties and the fees of expert witnesses and other witnesses called for by the parties shall be paid by the losing party. If no determination is made prior to the date for commencement of payment of rent for which Market Rental Rate must be determined, then Landlord's determination shall be used until the arbitration is completed, except as above provided. If a different Market Rental Rate is later determined, Landlord shall refund any overpayments to Tenant or Tenant shall pay any excess owed in each instance promptly. 44. ELEVATOR TRANSFER. On or before December 31, 2001, Landlord will modify the ----------------- Lower Mid-Rise elevators (accessing floors 17 through 27) in the Building so that each elevator will stop on the 16th floor as a transfer floor for Tenant, all at Landlord's expense. If Landlord fails to do so, then Tenant shall have the following remedies; If transfers at such floor cannot be made by January 1, 2002, as such date may be extended due to Landlord's failure or inability to complete the work due to causes or delays beyond Landlord's reasonable control, then Rent shall abate for the Premises then located on floors 17 through 27. If the required transfers at such floor cannot be made by January 1, 2003, as such date may be extended due to Landlord's failure or inability to complete the work due to causes or delays beyond Landlord's reasonable control, then Rent shall abate for the entire Premises. Any abatement provided for in this Section shall continue only so long as all of such transfers cannot be made as required. Tenant shall not have the right to terminate this Lease as a result of any default by Landlord with respect to the work provided for in this Section. At Landlord's request, Tenant shall confirm to Landlord that such transfer floor is operational when such is the case. 45. CONTRACTION OPTION. Tenant shall have the right, exercisable by written ------------------ notice delivered to Landlord no later than fifteen (15) months prior to an "Exclusion Date" shown below, to reduce the Premises in size by deleting one full floor in the Building from the Premises as of the applicable Exclusion Date ("Contraction Option"), on the terms and conditions hereafter set forth. In the case of each exercise of a Contraction Option, the floor to be deleted from the Premises ("Excluded Premises") shall be a full floor which is not contiguous to any other full floor of the Premises or which is at the top or bottom of a contiguous stack of full floors in the Lower Mid-Rise elevator banks (floors 17- 27, both inclusive). Tenant's notice to Landlord shall identify the Excluded Premises. The Contraction Option may be exercised up to three times. 63 - -------------------------------------------------------------------------------- A. Exclusion Date Waived Expansion Option -------------- ----------------------- - -------------------------------------------------------------------------------- July 1, 2007 Second Expansion Option - -------------------------------------------------------------------------------- July 1, 2011 Third Expansion Option - -------------------------------------------------------------------------------- July 1, 2015 Fourth Expansion Option - -------------------------------------------------------------------------------- B. In the event that Tenant exercises a Contraction Option, the term of this Lease shall terminate (except as otherwise provided herein) as to the Excluded Premises as of the applicable Exclusion Date, as if the Lease had expired by lapse of time, and the remainder of the Premises shall be the Premises under this Lease ("Remainder Leased Premises"). C. Tenant shall vacate and deliver possession of the Excluded Premises to Landlord on the Exclusion Date in the manner set forth in Lease for surrender of the Premises. Any retention of possession by Tenant of all or part of the Excluded Premises after the Exclusion Date shall be deemed a holding over without consent of Landlord, and shall be subject to the terms and conditions of this Lease with respect to such retention of possession. D. Effective as of the Exclusion Date, Rentable Area of the Premises, Base Rent provided to be paid pursuant this Lease for the Excluded Premises and Tenant's Proportionate Share, shall be reduced based upon the reduced square footage of the Rentable Area of the Premises, as reasonably determined by Landlord. E. As a condition to the effective exercise of a Contraction Option, Tenant shall pay Landlord a Contraction Fee (hereinafter defined), one-half of which shall be paid on exercise of the Contraction Option and one-half no later than one (1) month before the Exclusion Date. The "Contraction Fee" means an amount equal to Rent which would be payable for the twelve months following the Exclusion Date, consisting of Base Rent, Tenant's Proportionate Share of Operating Expenses (based on the last amounts estimated by Landlord and being paid by Tenant and latest available tax bills, in the case of Taxes where not paid by Tenant on the basis of estimates), Special Tenant Fee (based on amounts last payable by Tenant for such component of Rent), and any other component of Rent which is not a component of Rent as of Commencement Date but which payable under the Lease. F. Any notice of exercise of a Contraction Option shall be irrevocable by Tenant once given. G. Tenant represents and warrants to Landlord that the following will be true as of the date Tenant exercises its Contraction Option, that there exist no subleases affecting the Excluded Premises which are not simultaneously being terminated by Tenant as of the Exclusion Date. 64 H. Tenant acknowledges that the Termination Fee constitutes a non- refundable prepayment of rent, notwithstanding any subsequent leasing of the Excluded Premises by Landlord. I. Upon each exercise of a Contraction Option, Tenant thereby waives its rights under Section 52 to lease as Expansion Space, the Expansion Space, the Expansion Space Option identified in Section 45A opposite the applicable Exclusion Date as a waived Expansion Option, and Landlord shall have no further obligation to Tenant under Section 52 with respect to the identified herein as the "Waived Expansion Option," Expansion Space. 46. RIGHT OF FIRST OFFER UPON SALE OF THE BUILDING. ---------------------------------------------- A. Offering of the Real Estate for Sale. (i) In the event that, at any time during the Term of this Lease, Landlord intends to sell the Property, Landlord shall deliver written notice of its intention ("Notice of Intent") to Tenant in advance of any such offering, including a copy of any proposed offering memorandum relative to the Property, and a then current operating statement and rent roll. (ii) Further, if prior to delivery of a Notice of Intent, Landlord receives an unsolicited offer to purchase the Property and is considering selling the Property to the offeror (or others) as a result of having received such an offer, Landlord shall so notify Tenant ("Notice of Offer") and, in advance of accepting such offer and stating the principal terms of the offer. (iii) Tenant shall have a period of thirty (30) days following delivery of the Notice of Intent or Notice of Offer to Tenant as the case may be within which to advise Landlord by written notice ("Notice of Acceptance") that Tenant is interesting in negotiating with Landlord for the purchase of the Property and to negotiate and agree upon the basic terms of the purchase with Landlord in a legally binding agreement ("Term Sheet"). (iv) If Tenant fails to deliver the Notice of Acceptance and execute a Term Sheet within thirty (30) days following delivery of the Notice of Intent or Notice of Offer, Tenant's rights shall terminate, and Landlord may offer the Property for sale or accept any offer free of Tenant's rights under this Section 46. B. The provisions set forth in this Section 46 shall not apply to a proposed sale of the Property to any entity having a direct or indirect ownership interest in Landlord, to a mortgagee of the Property having a participating mortgage or similar right to share in profits derived from the sale or refinancing of the Property (each such party being hereinafter referred to as a "Participant"), to any entity controlled by, controlling or under common control with any Participant, or to any sale or transfer between any of any Participant, or any affiliates thereof." Further, the rights of Tenant and restrictions set forth in this Section 46 shall also not apply to any initial sale or transfer of the Property, Building or Real Estate pursuant to a mortgage foreclosure sale of any mortgage encumbering the Property, Building or Real Estate or any deed given in lieu of foreclosure thereof, 65 but shall thereafter apply to any transfer by the purchaser who took title at said mortgage foreclosure sale including the holder of said mortgage or its nominee who took title by virtue of said mortgage foreclosure sale or deed in lieu of foreclosure thereof. C. At Landlord's request, following waiver, expiration or termination of Tenant's rights under this Section, Tenant shall execute an instrument in recordable form confirming termination of its rights under this Section 46. D. Tenant acknowledges and agrees that notwithstanding the delivery of the Notice of Intent or Notice of Offer by Landlord, the delivery of the Notice of Acceptance by Tenant, or the execution and delivery of a purchase and sale agreement with respect to the Property, rent due under this Lease with respect to the Property shall continue to accrue and be payable until such time, if any, as the closing of the sale of the Property occurs. E. Tenant's rights under this Section 46 shall only apply so long as Tenant or its Affiliates lease and occupy at least 25% of the Rentable Area of the Building. 47. NAME OF THE BUILDING. As of the date of this Lease, Landlord does not -------------------- intend to change the name of the Building from "181 West Madison Building." Landlord agrees not to hereafter grant to any Person the right to name the Building for such Person (i.e., prominently identify the Building with a particular name of such Person) by (a) installing prominent exterior signage at the main entrance of the Building containing such other Person's name (other than eyebrow signage for a ground floor retail tenant) and (b) referring to the Building in marketing materials as the "XYZ" building" where "XYZ" is the name of the other Person, without first offering to Tenant, on the same conditions, the same rights to have the Building named for it. Further, Landlord agrees not to grant to any Person the right to name the Building, if such Person does not lease and occupy at least 25% of the Rentable Area of the Building. If Landlord decides to offer such naming rights to Tenant, it shall give Tenant notice thereof. If Tenant decides to exercise such rights, it shall do so by giving Landlord notice thereof within fifteen (15) business days after Landlord's notice of offer given to Tenant; if not exercised within said fifteen (15) business day period, Tenant's rights under this Section 47 shall expire; provided, however, if Landlord does not actually grant such rights to such Person within one hundred eighty (180) days after expiration of Tenant's fifteen (15) business day exercise period (or until consummation of the transaction including the grant of such naming right, if longer), Tenant's rights shall automatically be reinstated Tenant's right under this Section 47 to be offered the rights to have the Building named for it, and any future naming right granted to Tenant, is personal to The Northern Trust Company and to any Affiliate to whom this Lease has been assigned and only applies at any time that Tenant itself (or an Affiliate), occupies not less than 25% of the Rentable Area of the Building; provided, however, if The Northern Trust Company has subleased space to an Affiliate, it may designate the Affiliates, it may designate the Affiliate's name to be used in lieu of The Northern Trust Company (or other new name, as provided above). 66 If Tenant ever leases and occupies fewer than the required number of square feet of Rentable Area in the Building, Tenant's rights with respect to naming of the Building shall thereupon expire and be without further force and effect. In the case of any change of name due to Tenant's change of name where Building identification will be changed as described above, or a termination of Tenant's rights to have the Building named for it, or Tenant's election not to thereafter have the Building named for it, Tenant will pay all actual costs and expenses of physically changing the identification of the Building and replacement of all marketing materials using Tenant's name. If the Building is named for Tenant, then Tenant represents that it has the right to use the name of the Tenant as the name of the Building. Landlord has no obligation to use any of the aforesaid names if prevented by injunction or other court order or decree from using such names. 48. PUT SPACE. Subject to the provisions hereinafter set forth, the space shown --------- in the schedule below as "Put Space" shall be included in the Premises on a date shown on the schedule set forth below (the "Put Space Commencement Date") associated with such Put Space. - -------------------------------------------------------------------------------- Put Space Square Feet of Put Space Commencement Put Space Rent --------- -------------- ---------------------- -------------- Rentable Area Date Commencement Date ------------- ---- ----------------- - -------------------------------------------------------------------------------- 25 21,804 9/1/2001 2/1/2002 - -------------------------------------------------------------------------------- 24 and 26 43,608 9/1/2002 2/1/2003 - -------------------------------------------------------------------------------- Landlord may, for any reason, one or more times and on not less than 120 days' notice to Tenant prior to a Put Space Commencement Date, substitute any of the following floors for any floor included in the Put Space shown in the schedule above: 17, 18, 19, and 22. A. Effective as of each Put Space Commencement Date, the applicable Put Space shall be included in the Premises, subject to all of the terms, conditions and provisions of this Lease, except that: (i) the Base Rent per square foot of Rentable Area of the Put Space shall be $21.75, which shall commence on the applicable Put Space Rent Commencement Date, subject to increase during the First Extension Period and Second Extension Period as provided in this Lease; (ii) the Rentable Area of the Premises shall be increased by the Rentable Area of the Put Space; 67 (iii) the term of the demise covering the Put Space shall commence on the Put Space Commencement Date and shall expire simultaneously with the expiration or earlier termination of the Term of this Lease, including any extension or renewal thereof; (iv) the Put Space shall be rented in its "as is" condition as of the Put Space Commencement Date; provided, however, Landlord agrees to contribute an allowance to Tenant of up to $35.00 per square foot of Rentable Area of each Put Space (the " Put Space Allowance") to be used to reimburse Tenant for (1) costs of improvements (both hard and soft) and (2) for other costs of Tenant not to exceed $5.00 per square foot of Rentable Area of the applicable Put Space. The Put Space Allowance shall be paid in one lump sum payment by Landlord to Tenant within ten (10) business days following Tenant's submission to Landlord of a contract or contracts evidencing that the cost of the work performed and which has not been reimbursed by Landlord equals or exceeds the amount of the Put Space Allowance. As the work in the Put Space progresses, Tenant shall require and collect, and submit copies to Landlord of, general contractor's statements, architect certificates (as to substantial completion of the stages of the Put Space work as payments are being made therefor) and partial and final lien waivers, as the case may be, covering all work (including design costs) for which the Put Space Allowance is being used to pay costs thereof. Tenant shall be responsible for collecting and submitting to Landlord the final lien waivers from all contractors, subcontractors and materialmen involved in the work. (v) Tenant's Proportionate Share of Operating Expenses owed on account of such Put Space for the Calculation Year in which the Put Space Commencement Date occurs shall be prorated based on that portion of the Calculation Year which falls on and after the Put Space Rent Commencement Date. (vi) After April 1, 2002, provided that the Put Space Rent Commencement Date has occurred, Tenant shall pay Special Tenant Fee, for the Put Space being included in the Premises. B. Landlord shall deliver possession of the Put Space on the applicable Put Space Commencement Date; provided however, if Landlord should be unable for any reason to deliver possession of the Put Space on the Put Space Commencement Date, Landlord shall not be subject to any liability for failure to deliver possession, except as hereinafter provided. Such failure to deliver possession shall not affect either the validity of this lease or the obligations of either Landlord or Tenant hereunder, or be construed to extend the expiration of the Term of this lease either as to the Put Space or the balance of the Premises; provided, however, that under such circumstances, (i) Landlord shall use good faith efforts to deliver 120 days advance notice of the inability to deliver possession on a timely basis, (ii) if the delay is not within Landlord's reasonable control, the Put 68 Space Commencement Date shall be delayed until possession is delivered, and the Put Space Rent Commencement Date shall be delayed by the number of days that the Put Space Commencement Date was delayed, (iii) if the delay is caused by Landlord, the Put Space Commencement Date shall be delayed until possession is delivered, and the Put Space Rent Commencement Date shall be delayed by two times the number of days that the Put Space Commencement Date was delayed, (iv) if the delay was caused by the existing tenant, then in addition to the delay described in clause (ii) above, Tenant shall be entitled to receive from Landlord any penalty which Landlord may receive from the existing tenant on account of its retention of possession in the Put Space beyond the date provided in its lease for surrender of possession. If possession of the Put Space is not delivered within 24 months after the Put Space Commencement Date, Tenant may, by notice to Landlord within ten (10) days thereafter (but prior to delivery of such space) terminate its lease of such Put Space. C. In the event any Put Space is leased to Tenant as First Offer Space, Rent for the period prior to the Put Space Commencement Date shall be at the Market Rental Rate for such space and determined only with reference to the period prior to the Put Space Commencement Date. After the Put Space Commencement Date, Rent shall be payable at the rate applicable to Put Space, and such space shall be deemed to be Put Space. 49. ALLOWANCE FOR EXTENSION PREMISES. Landlord agrees to contribute an -------------------------------- allowance of up to $15.00 per square foot of Rentable Area of the Extension Premises (the "Allowance") to reimburse Tenant for costs of improvements (both hard and soft) previously made in the Premises and for which Landlord has not previously reimbursed Tenant. The Allowance shall be paid in four installments, the first three installments being in the amount of $4.00 per square foot of Rentable Area, payable in the years 2003, 2004, and 2005, respectively, and the fourth installment in the amount of $3.00 per square foot of Rentable Area of the Extension Premises payable in 2006. Each installment shall be paid within ten (10) business days following Tenant's request for payment, including Tenant's submission to Landlord of a contract or contracts evidencing that the cost of the work performed and which has not been reimbursed by Landlord equals or exceeds the amount of the Allowance. As work progresses, Tenant shall require and collect, and submit to Landlord copies of, general contractor's statements, architect certificates (as to substantial completion of the work) and final lien waivers, covering all work (including design costs) for which the Allowance is being used to pay costs. Tenant shall be responsible for collecting and submitting to Landlord the final lien waivers from all contractors, subcontractors and materialmen involved in the work. 50. TERMINATION OF EXISTING LEASE. Tenant is presently leasing and occupying ----------------------------- the Existing Premises under the Existing Lease. The Existing Lease shall terminate on the Commencement Date of this Lease ("Existing Lease Termination Date"), as if such date were the stated expiration date of the term of the Existing Lease, including all options to lease additional space or purchase the Real Estate shall terminate on the Existing Lease Termination Date; provided, however, Tenant and Landlord shall not be released from liability under the Existing Lease accruing prior to termination of such Existing Lease. 69 A. 23/rd/ Floor. The 23/rd/ Floor was included in the Premises under the ------------ Twelfth Amendment for a term ending March 31, 2005. Pursuant to such Twelfth Amendment, Landlord was obligated to contribute certain sums toward work being performed by Tenant on the 23/rd/ Floor. Landlord shall contribute (i) the amounts required under the Twelfth Amendment (being $166,800.60) plus (ii) such additional amounts (being $596,300) as are required to equal the total sum of $763,140, less (iii) any amounts previously paid by Landlord under the Twelfth Amendment, provided that Tenant complies with the conditions and requirements set forth in Section 49 above necessary to receive an Allowance. The term of lease of the 23/rd/ floor is hereby extended to be coterminous with the Term; Base Rent for the 23/rd/ floor shall be payable at the applicable rate shown in Exhibit H on and after the Commencement Date. Notwithstanding the date for commencement of Rent for the 23/rd/ Floor under the Twelfth Amendment, Rent shall commence on the date shown on Exhibit H. B. 36/th/ Floor. The 36/th/ floor of the Building was leased to Tenant ------------ pursuant to the Ninth Amendment referred to in the Recitals and extended pursuant to the Eleventh Amendment temporarily for a term expiring January 31, 2001 and, thereafter, on a month-to-month basis, subject to the parties' rights hereinafter described. The parties have previously agreed and hereby confirm that the Lease for the 36/th/ floor will expire February 28, 2001, without any --- further extension. The 36/th/ Floor is included in the Premises under this Lease only to and including such expiration date. Commencing February 1, 2001, either party shall have the right to terminate the Lease, as to the 36/th/ Floor space only, effective as of the last day of a given month, by written notice given to the other party no later than the first (1/st/) day of said month. If such notice is not given by the first (1/st/) day of a month, then the term of lease of the 36/th/ floor shall be extended at least until the last day of such month on the terms of this Lease. If such notice is given, the Lease shall terminate, as to the 36/th/ floor, as of the last day of the relevant month, Tenant shall surrender the 36/th/ floor in accordance with the terms of the Lease regarding surrender of space, and neither party shall have any further liability with respect to the 36/th/ floor, except for liabilities arising prior to such termination date. Rent for such space shall be payable as set forth on Exhibit H. As of the expiration of the lease of the 36/th/ floor, Tenant's Proportionate Share shall be reduced to reflect expiration of the lease of the 36/th/ floor. C. Tenant represents and warrants to Landlord, with respect to Tenant's right in and occupancy of the Existing Premises, that the following are true as of the date hereof and will be true on the Existing Lease Termination Date: (i) Tenant owns and holds the entire interest of Tenant under the Existing Lease; (ii) there exist no subleases affecting any of the Existing Premises; (iii) Tenant has not assigned or encumbered Tenant's interest under the Existing Lease or any part hereof; and D. Unless the Commencement Date is January 1, 2001, then for the Calculation Year in which the Commencement Date falls, (i) Tenant's Proportionate Share of Operating Expenses shall 70 be payable without proration as provided in Section 4E, and (ii) Rent Adjustment under Exhibit J shall be payable under this Lease without proration as provided in Exhibit J and not as "Rent Adjustment" under the Existing Lease or prorated under the Existing Lease. 51. RIGHT OF FIRST OFFER TO LEASE. Provided that Tenant has not theretofore ----------------------------- leased such space, Tenant is not in Default under this Lease and this Lease is in full force and effect from and after the Commencement Date, Tenant shall have the option for and during the Term of this Lease, on and subject to the terms and conditions hereinafter set forth, to lease all or any part of the space which is located on floors 1 through 27, both inclusive, and floors 35 through 38, both inclusive, in the Building ("First Offer Space"). A. If, at any time and from time to time during the Term of this Lease, as the same may be extended, any First Offer Space is or will be Available for Lease (as hereinafter defined) then Landlord shall, before leasing such First Offer Space, notify Tenant of the location and Rentable Area of First Offer Space, a date for commencement of the term with respect to such portion of the First Offer Space if leased by Tenant (the "First Offer Space Commencement Date"), the term of lease of First Offer Space (if other than the balance of the Term, as described in Section 51C below) and the Market Rental Rate for such space as determined by Landlord for a term commencing on the First Offer Space Commencement Date. Landlord may use the form of notice set forth on Exhibit O or a similar form provided such form contains all the information set forth in Exhibit O. The First Offer Space Commencement Date shall be no earlier than 120 days after the date of the First Offer Notice, and not later than fifteen (15) months after the date of the First Offer Notice Tenant may not lease any Expansion Space as First Offer Space when it would be also be available as Expansion Space, unless Landlord otherwise agrees. B. If Tenant disputes Landlord's determination of the Market Rental Rate Tenant shall so notify Landlord as provided in Section 43 hereof and such dispute shall be determined in accordance with the provisions of Section 43C hereof. Tenant shall have the right to lease all, but not less than all, the First Offer Space described in the First Offer Notice. Tenant's rights under this Section 51 to lease First Offer Space shall not apply to any First Offer Space whose First Offer Space Commencement Date would fall during the last year of the Term, as extended. Tenant may, within twenty (20) business days after its receipt of the First Offer Space Notice, elect to exercise its option to lease such First Offer Space Available for Lease included in the First Offer Space Notice, as of the First Offer Space Commencement Date and on the terms set forth in the First Offer Space Notice or other terms agreed to by Tenant and Landlord, or otherwise set forth in this Section. C. First Offer Space shall be "Available for Lease" upon: (i) the expiration of one tenant's Building Lease (as hereinafter defined) of such portion of the First Offer Space, if such portion of the First Offer Space is not then subject to a right or option to lease such space granted in another Building Lease; or 71 (ii) if such portion of the First Offer Space is subject to a right or option granted in another Building Lease (whether or not theretofore exercised), but such First Offer Space shall be deemed Available for Lease only for a term which expires on the date possession would be required to be delivered to the tenant holding such option or right. (iii) if such portion of the First Offer Space is subject to a right or option granted in another Building Lease, which right or option is not exercised, upon the later to occur of (1) the expiration of such right or option unexercised and (2) the expiration of the Building Lease; or (iv) if such portion of the First Offer Space is subject to a right or option granted in another Building Lease, which option is exercised, the expiration of the term of such other Building Lease or any later date on which the term of the demise of such portion of the First Offer Space created by the exercise of such right or option (including any renewals or extensions thereof) expires; and (v) the First Offer Space becoming vacant and there being no Building Leases for such space or legal rights to possession held by persons other than Landlord; or (vi) circumstances described in Section 51E(iv). D. The term "Building Lease" shall mean a lease of any space in the Building in effect on the Commencement Date of this Lease is executed by Landlord and Tenant, any lease in the Building created by exercise of an option granted in a Building Lease, or any lease of space in the Building entered into after Tenant failed to exercise its option to lease such space under this Section. E. If Tenant has validly exercised its option pursuant to this Section 51, then, effective as of the First Offer Space Commencement Date, provided that this Lease is then in full force and effect, such First Offer Space which Tenant has elected to lease shall be included in the Premises, subject to all the agreements, terms and conditions of this lease, with the following exceptions and modifications: (i) the Rentable Area of the Premises shall be increased by the Rentable Area of First Offer Space which Tenant so leased during the term of lease of First Offer Space; (ii) the term of the demise covering such First Offer Space shall commence on the First Offer Space Commencement Date for such First Offer Space, and shall expire at the end of the Term, as extended, or such earlier date as provided in Section 51C above. (iii) the First Offer Space shall be leased in its "as is" condition as of the First Offer Space Commencement Date, and Landlord shall have no obligation to improve such space for Tenant's occupancy, unless the Market Rental Rate includes as a component 72 thereof tenant improvement, specific base building condition of space or any construction allowance. In such case, Landlord shall provide any improvements. In any such case, Landlord shall furnish to Tenant a construction allowance in lieu of providing any tenant improvement or specific base building condition, which allowance shall be paid in the manner set forth in Section 48A(iv) hereof (except for the dollar amount), or other terms agreed to by Landlord and Tenant. (a) the Rent for the First Offer Space shall be the rent set forth in such First Offer Space Notice or as otherwise determined as set forth in this Section, or if Landlord and Tenant have agreed to other rent, then such other Rent agreed to by Landlord and Tenant. (b) If Tenant does not timely exercise its option to lease any particular First Offer Space covered by a First Offer Space Notice, then, except as hereinafter set forth in Section 53E(iv), Tenant shall not have the right to lease that particular First Offer Space under this Section 51 until and if it again becomes Available for Lease. (c) Upon the valid exercise by Tenant of its option to lease any First Offer Space and determination of applicable Rent, at the request of either party hereto, Landlord and Tenant shall enter into a written supplement to this lease incorporating the terms, conditions and provisions applicable to the First Offer Space so leased as determined pursuant to this Section 51. (iv) If Tenant does not timely exercise its option to lease any particular First Offer Space, Landlord may lease such space to another prospective tenant; provided, however, that if Landlord offers to lease First Offer Space to such prospective tenant (other than pursuant to an option to lease, such as right of first offer or expansion option) at a net effective rental rate (calculated on a "level pay" method as shown on Exhibit M) more than 15% below the net effective rental rate (calculated on a "level pay" method as shown on Exhibit M) evidenced in the First Offer Space Notice, then such space shall again be subject to the right to lease granted to Tenant pursuant to Section 51A, requiring delivery of a First Offer Space Notice. An increase in the length of term beyond the Term or change in amounts being amortized through rent affecting calculation of the net effective rental rate shall not constitute a reduction in rent requiring delivery of a First Offer Space Notice and shall not be subject to Tenant's rights under this Section 51E (iv). F. Landlord shall deliver possession of the First Offer Space on the First Offer Space Commencement Date. If Landlord is unable to deliver possession of the First Offer Space by the First Offer Space Commencement Date, Landlord shall not be subject to any liability for failure to deliver possession except as hereinafter provided. Any such failure to deliver possession shall not affect either the validity of this Lease or the other obligations of either Landlord or Tenant hereunder except as hereinafter provided, or be construed to extend the expiration of the term of this Lease either as 73 to the First Offer Space or the balance of the Premises; provided, however, the applicable First Offer Space Commencement Date shall be delayed until Landlord is able to deliver possession. If the delay in delivery of possession is more than 90 days, and if such delay is not caused by the existing tenant or for other reasons outside Landlord's control as set forth in Section 35D, then Tenant shall have all remedies at law and equity (except Tenant shall not have any right to terminate this Lease). Further, if Landlord is unable for any reason to deliver possession of the First Offer Space within one year after First Offer Commencement Date, Tenant by notice to Landlord, may elect to cancel its obligation to take the First Offer Space in question. 52. EXPANSION SPACE. Subject to the provisions hereinafter set forth, Landlord --------------- hereby grants to Tenant four separate options to lease, on the terms and conditions hereinafter set forth, space ("Expansion Space") of a size and location and on the dates as provided below. A. The size and locations of Expansion Space and dates for commencement of the lease of such Expansion Space ("Expansion Space Commencement Date") are described in the chart below, which are identified serially as "First Expansion Option", "Second Expansion Option", "Third Expansion Option" and "Fourth Expansion Option", each of which may also be identified as an "Expansion Option". EXPANSION OPTIONS ----------------- - -------------------------------------------------------------------------------- Rentable Expansion Space Expansion Space Area Commencement Date --------------- ---- ----------------- - -------------------------------------------------------------------------------- First 21/st/ Floor 11,876 November 1, 2005 Expansion Option - -------------------------------------------------------------------------------- Second 17/th/ Floor 21,227 February 1, 2008 Expansion Option - -------------------------------------------------------------------------------- Third 18/th/ Floor 20,848 November 1, 2012 Expansion Option - -------------------------------------------------------------------------------- Fourth 17/th/, 19/th/ Rentable Area for August 1, 2015 Expansion Option or 22/nd/ floor, such floor shown on as selected by Exhibit B Landlord - -------------------------------------------------------------------------------- (i) Expansion Space available under the First Expansion Option shall be located on the 21st floor, unless the existing tenant on the 21st floor exercises any option in its lease which would preclude the delivery of possession to Tenant on the required date, in which case Landlord shall select space on another floor in the Lower Mid-Rise, or if not available, for the balance of the Term by the required Expansion Space Commencement Date then in the Upper 74 Mid-Rise, of approximately the same Rentable Area (plus or minus 15%) to substitute for the space on the 21st floor. (ii) Expansion Space available under the Second Expansion Option shall be located on the 17/th/ floor, unless the existing tenant on the 17/th/ floor exercises any option in its lease which would preclude the delivery of possession to Tenant on the required date, in which case Landlord shall select another floor (or if acceptable to Tenant, up to two areas on two other floors) in the Lower Mid-Rise aggregating approximately the same square footage as the 17/th/ floor, plus or minus 15%), or if not available for the balance of the Term by the required Expansion Space Commencement Date, then in the Upper Mid-Rise, of approximately the same aggregate Rentable Area as the 17/th/ floor (plus or minus 15%) to substitute for the space on the 17/th/ floor. (iii) Landlord is not required to make any Expansion Space contiguous to any other portion of the Premises. (iv) Landlord shall notify Tenant no later than thirteen (13) months in advance, of its selection of Expansion Space, if not set forth in this Lease. If a floor in the Lower Mid-Rise has not been selected because it would not be available by the required Expansion Space Commencement Date ("Unavailable Floor") (but would otherwise be available for the balance of the Term), Landlord shall also notify Tenant of the date it would be available. If Tenant is willing to delay the Expansion Space Commencement Date until the date such space is available then Tenant shall notify Landlord within thirty (30) days of its election to delay the Expansion Space Commencement Date to the date the Expansion Space would be available (but no such delay shall delay the time for exercise of the option under Section 52B) and the Unavailable Floor shall become the Expansion Space. B. Tenant's option to lease Expansion Space shall be exercisable by written notice from Tenant to Landlord given not less than twelve (12) months prior to the Expansion Space Commencement Date for such space. If Tenant's option is not so exercised, said option shall thereupon terminate and Tenant shall not thereafter have any right to lease any Expansion Space pursuant to that Expansion Option. C. Tenant may not elect to lease less than all Expansion Space in an Expansion Option. D. Tenant may only exercise said option, and an exercise thereof shall only be effective if, at the time of Tenant's exercise of said option and on the Expansion Space Commencement Date, this Lease is in full force and effect and Tenant is not in Default under this Lease. E. Landlord shall give Tenant written notice of the rental rate for the Expansion Space (determined as hereinafter provided) within thirty (30) days after Tenant's request made no earlier than eighteen (18) months prior to the applicable Expansion Space Commencement Date, but in no event later than sixteen (16) months prior to the applicable Expansion Space Commencement Date. 75 If Tenant disagrees with Landlord's determination, then Tenant shall so notify Landlord as provided in Section 43C , and such dispute shall be determined in accordance with the provisions of Section 43C. If for any reason other than Tenant's failure to timely request Market Rental Rate or otherwise comply with provisions of this Section on a timely basis, the arbitrators fail to arrive at a determination of Market Rental Rate by a date which is 60 days prior to the date on which Tenant must elect to exercise its option to Lease Expansion Space then the date for Tenant's exercise of its option shall be extended day for day by each day after such 60th day until such arbitrators' determination is made (but not extended more than 60 days in the aggregate). The Expansion Space Commencement Date shall not be extended. F. If Tenant has validly exercised its option to lease Expansion Space, then effective as of the Expansion Space Commencement Date, the Expansion Space which Tenant will Lease shall be included in the Premises, subject to all of the terms, conditions and provisions of this lease, except that: (i) Rent per square foot of Rentable Area shall be at the rate of 95% of the Market Rental Rate and shall commence five (5) months after the applicable Expansion Space Commencement Date; (ii) the Rentable Area of the Premises shall be increased by the Rentable Area of the Expansion Space; and (iii) the term of the demise covering the Expansion Space shall commence on the Expansion Space Commencement Date and shall expire simultaneously with the expiration or earlier termination of the Term of this Lease, as extended; (iv) the Expansion Space shall be leased in its "as is" condition as of the Expansion Space Commencement Date, and Landlord shall have no obligation to improve such space for Tenant's occupancy, unless the Market Rental Rate includes as a component thereof tenant improvements, specific base building condition or any construction allowance, in which case Landlord shall furnish a construction allowance in lieu of providing any tenant improvement or specific base building condition, which allowance to Tenant shall be paid in the manner set forth in Section 48A(iv) (except for the dollar amount) hereof. (v) As a material consideration for this Lease, Landlord shall deliver possession of the Expansion Space on the Expansion Space Commencement Date. In the event Landlord should be unable for any reason to deliver possession of Expansion Space on the applicable Expansion Space Commencement Date, Landlord shall not be subject to any liability for failure to deliver possession, except as hereinafter provided. Such failure to deliver possession shall not affect either the validity of this Lease or the obligations of either Landlord or Tenant hereunder, or be construed to extend the expiration of the term of this Lease either as to the Expansion Space or the balance of the Premises; provided, however, that (a) the applicable Expansion Space Commencement Date shall be delayed until Landlord is able to 76 deliver possession, (b) if the delay is more than 90 days, Tenant shall have all remedies at law and equity (except Tenant shall not have any right to terminate this Lease), (c) if the delay was caused by the existing tenant, then Tenant shall be entitled to receive from Landlord any penalty which Landlord receives from the existing tenant on account of its retention of possession in the Expansion Space beyond the date provided in its lease for surrender of possession, and (d) if the delay is more than 24 months, Tenant may, at its election, by notice to Landlord within ten (10) days thereafter (but no later than delivery of such space), elect to terminate its lease of the Expansion Space. (vi) In the event any portion of Expansion Space consisting of floors 17, 18, 19, 21 or 22 is leased to Tenant other than pursuant to this Section or Section 48, such portion of Expansion Space shall thereupon be deleted from the specific Expansion Space and the total amount of Expansion Space (approximately 75,000) which Landlord is obligated to make available and which Tenant may lease under this Section. 53. PARKING. During the Term, Tenant shall be entitled to have up to 13 cars ------- parked (by valet [with Tenant's consent] or self-parking, at Landlord's option) in the garage in the lower level of the Building in the location shown on Exhibit Q, during the hours of 6:00 a.m. to 7:00 p.m. on weekdays and 7:00 a.m. to 2:00 p.m. on Saturdays, so long as Tenant pays the parking charges in effect from time to time (at monthly rates, if monthly rates are then being charged), for the entire Term, subject to the terms and conditions, including parking rules and regulations, applicable from time to time to parking in the garage. Tenant shall pay parking charges for all parking provided for hereunder, whether or not Tenant does, in fact, utilize such parking, except if Landlord or the garage operator fails to provide such parking. If at any time Tenant elects not to have 13 cars parked in the garage at any time, unless Tenant is paying for such parking while not used, Tenant shall thereafter lose its rights to parking of those number of cars for which spaces were not continuously paid, except as hereinafter provided. Tenant shall be entitled to regain its right to park a car if (a) it notifies Landlord 60 days in advance that it no longer requires use of the right to park such car after such 60 day period but may require it in the future and (b) notifies Landlord at least 60 days in advance of the date it again requires such parking right. If at any time (i) a lease of space in the Building terminates, and the tenant was entitled to park a certain number of cars in the Building's parking garage pursuant to the terms of lease of that space, and (ii) Tenant leases the same space in the building and that lease commences within one month of the termination of the other tenant's lease, then Landlord shall offer to Tenant, in a written notice, the additional right to park that number of cars in the parking garage. If Tenant elects to use any or all of such parking rights, it shall notify Landlord within seven (7) business days after service of Landlord's notice, in which case Tenant shall have the right to park such additional cars in the parking garage on the terms set forth in this Section. Tenant not have the right to park any additional cars for which Tenant does not notify Landlord as set forth above. Tenant and Landlord may request the other party to confirm from time to time the number of cars which Tenant may park in the parking garage. Payments for parking shall be the responsibility of Tenant; Tenant (and not Landlord) shall be responsible for collecting payments from any employees whom it permits to park in the building. Particular spaces will not be reserved for Tenant, unless Landlord otherwise agrees. Tenant shall not park automobiles overnight in the garage. Landlord shall not be liable to 77 Tenant in damages or otherwise under any circumstances for failure to provide parking if at any time Landlord or the garage operator is legally restricted from operating a parking garage or providing parking in the lower level of the Building or otherwise unable to do so for reasons beyond its reasonable control, and in no event shall Tenant have any right to terminate this lease due to Landlord's failure to make parking available as required under this Section. 54. BACK UP GENERATOR. Tenant has advised Landlord it may wish to install a ----------------- back up generator in the Building to service the Premises. Landlord needs more information about the generator, such as the type of generator, use, size, and location, in order to assess whether any space can be made available in the Building to Tenant for lease and the associated rent Landlord would require. 55. KITCHEN FACILITIES. Tenant agrees that any cafeteria or dining room ------------------ ("Kitchen Facilities") shall be operated subject to the following restrictions and conditions: A. Tenant shall, at its sole cost and expense, provide the necessary exhaust fans and systems, ductwork (but Landlord shall provide, at Tenant's cost, base building vertical duct and roof fans) and venting to ensure that all smoke, odors, vapors and steam are exhausted from the Kitchen Facilities. Such systems shall be installed so as to prevent the discharge of smoke, odors, vapors and steam into the common areas of the Building or into spaces leased to other tenants. B. No exhaust vents, flues, pipes or other outlets shall be installed through the walls, floor or ceiling of the Premises or through any portion of the Building (including but, not limited to the exterior walls or the roof of the Building) without the written consent of Landlord as to the location, construction and appearance thereof. Landlord may require that Tenant's exhaust system be connected to pipes, stacks, flues, vents or other facilities located outside the Premises and intended for use by Tenant and other food preparation facilities in the Building. In such event, Tenant shall provide the necessary pipes, vents, ductwork and other facilities to connect Tenant's exhaust system thereto. C. Tenant's exhaust or venting systems shall include fire prevention and extinguishment facilities or systems as may be reasonably required from time to time in view of Tenant's methods and volume of cooking and other food and beverage preparation. This shall be in addition to any sprinkler or other fire protection facilities installed in the Premises. D. Tenant shall regularly and adequately clean or provide for the cleaning of all exhaust and venting systems serving the Premises. This cleaning shall include decreasing of all hoods, fans, vents, pipes, flues, grease traps and other areas of such systems subject to grease buildup. Tenant shall provide to Landlord, upon demand, reasonable proof that Tenant is doing such cleaning and decreasing or causing it to be done. In the event that Tenant shall refuse or fail to clean and degrease such systems or to arrange for the cleaning and decreasing of such systems, then Landlord may, after seven (7) days notice to Tenant, arrange for the cleaning and decreasing thereof, and Tenant shall pay 78 the entire cost thereof plus a charge equal to ten percent (10%) of such cost as an over-head and supervision fee. E. Tenant shall, at its sole cost and expense, engage professional exterminators to service the Kitchen Facilities, including but not limited to all food preparation and, food storage areas, at such frequency and to the extent necessary to keep the Kitchen Facilities and the Premises free of insects, rodents, vermin and other pests and to prevent insects, rodents, vermin and other pests from the Kitchen Facilities and the Premises infesting spaces leased to other tenants or the common areas of the Building and the Land. Tenant shall provide to Landlord, upon demand, reasonable proof that Tenant is causing such exterminating to be regularly performed. In the event that Tenant shall refuse or fail to have such exterminating regularly performed, then Landlord may, after seven (7) days notice to Tenant, arrange for such work to be done, and Tenant shall pay the entire cost thereof plus a charge equal to ten percent (10%) of such cost as an overhead and supervision fee. F. Tenant shall receive the delivery of all goods and merchandise to the Kitchen Facilities and the removal of all merchandise, supplies, equipment, garbage and waste from the Kitchen Facilities only by way of the loading dock, freight elevators and service corridors. G. Tenant shall, at its sole cost and expense, comply with local fire safety and building code requirements and with Landlord's requirements relating to sanitation, extermination and waste disposal. H. Tenant shall, at its sole cost and expense, remove all kitchen waste from the Premises and have all such waste taken away from the Building on a nightly basis. IN WITNESS WHEREOF, this instrument has been duly executed by the parties hereto, as of the date first above written. LANDLORD: TENANT: - -------- ------ LASALLE BANK NATIONAL ASSOCIATION, not THE NORTHERN TRUST COMPANY, individually but solely and only as an Illinois banking corporation Trustee aforesaid By: /s/ David J. Lanciotti By: /s/ Wayne LaChance ----------------------------------- ----------------------------- Its: Vice President Its: Vice President -------------------------------- ------------------------- 79 EXHIBIT A --------- Plan of Premises ---------------- The Premises consist of that areas shown on the floor plans affixed (excluding from the foregoing any, if any: elevator shafts; flues; stacks; pipes; shafts; vertical and horizontal ducts; pillars; demising walls; electrical boxes; firehose cabinets; telephone closets; janitorial closets; mechanical closets; and stairways) together with the right to use in common with all other occupants of the Building, their invitees and the Landlord, the common areas of the Building consisting of corridors, elevators and lobby for ingress and egress to the Premises, washrooms and similar common facilities for their intended purposes), all subject to the terms and provisions of the Lease. - -------------------------------------------------------------------------------- Floor(s) or Space Rentable Area - -------------------------------------------------------------------------------- 4 16,491 - -------------------------------------------------------------------------------- 5 17,202 - -------------------------------------------------------------------------------- 6 21,227 - -------------------------------------------------------------------------------- 7 21,227 - -------------------------------------------------------------------------------- 8 21,227 - -------------------------------------------------------------------------------- 9 21,227 - -------------------------------------------------------------------------------- 10 21,227 - -------------------------------------------------------------------------------- 11 21,227 - -------------------------------------------------------------------------------- 12 21,227 - -------------------------------------------------------------------------------- 14 21,227 - -------------------------------------------------------------------------------- Suite 1500 12,982 - -------------------------------------------------------------------------------- Suite 1550 8,245 - -------------------------------------------------------------------------------- Suite 1600 15,952 - -------------------------------------------------------------------------------- 20 21,804 - -------------------------------------------------------------------------------- 23 21,804 - -------------------------------------------------------------------------------- 36 20,866 - -------------------------------------------------------------------------------- Total 305,162 - -------------------------------------------------------------------------------- Total without 36 284,296 - -------------------------------------------------------------------------------- A-1 EXHIBIT B --------- Rentable Area ------------- 38 20,866 square feet ----------------------------------------------------- 37 20,866 square feet ----------------------------------------------------- 36 20,866 square feet ----------------------------------------------------- 35 20,866 square feet ----------------------------------------------------- 34 22,480 square feet ----------------------------------------------------- 33 22,480 square feet ----------------------------------------------------- 32 22,480 square feet ----------------------------------------------------- 31 22,480 square feet ----------------------------------------------------- 30 22,480 square feet ----------------------------------------------------- 29 21,453 square feet ----------------------------------------------------- 28 21,844 square feet ----------------------------------------------------- 27 21,844 square feet ----------------------------------------------------- 26 21,720 square feet ----------------------------------------------------- 25 21,804 square feet ----------------------------------------------------- 24 21,804 square feet ----------------------------------------------------- 23 21,804 square feet ----------------------------------------------------- 22 21,804 square feet ----------------------------------------------------- 21 21,804 square feet ----------------------------------------------------- 20 21,804 square feet ----------------------------------------------------- 19 21,645 square feet ----------------------------------------------------- 18 20,848 square feet ----------------------------------------------------- 17 21,227 square feet ----------------------------------------------------- 16 20,852 square feet ----------------------------------------------------- 15 21,227 square feet ----------------------------------------------------- B-2 14 21,227 square feet ----------------------------------------------------- 12 21,227 square feet ----------------------------------------------------- 11 21,227 square feet ----------------------------------------------------- 10 21,227 square feet ----------------------------------------------------- 9 21,227 square feet ----------------------------------------------------- 8 21,227 square feet ----------------------------------------------------- 7 21,227 square feet ----------------------------------------------------- 6 21,227 square feet ----------------------------------------------------- 5 17,202 square feet ----------------------------------------------------- 4 16,491 square feet ----------------------------------------------------- B-3 EXHIBIT C --------- Rules and Regulations --------------------- 181 WEST MADISON STREET CHICAGO, ILLINOIS 1. Removal Permit. Tenant shall list all furniture, equipment and similar -------------- articles Tenant desires to remove from the Premises or the Building and deliver a copy to Landlord and procure a removal permit from the Rental Agent authorizing Building employees to permit such articles to be removed. 2. Doors To Be Locked. Before leaving the Premises unattended, Tenant ------------------ shall close and securely lock all doors and transoms and shut off all utilities in the Premises. Any damage resulting from failure to do so shall be paid by Tenant. 3. Signs. Except as provided in the Lease, Tenant shall not paint, ----- display, inscribe or affix any sign, trademark, picture, advertising, notice, lettering or direction on any part of the outside or inside of the Building, or on the Premises, except on the public hallway doors of the Premises, and then only such name or names or matter and of such color, size, style, character and material as shall be first approved by Landlord in writing. Landlord reserves the right to remove any other matter, without notice to Tenant and at the cost and expense of Tenant. 4. Sound Devices. Tenant shall not place any radio or television antenna ------------- on the roof or on or in any part of the inside or outside of the Building other than the inside of the Premises, or operate or permit to be operated any musical or sound producing instrument or device inside or outside the Premises which may be heard outside the Premises, or operate any electrical device from which may emanate electrical waves which may interfere with or impair radio or television broadcasting or reception from or in the Building or elsewhere. 5. Cleanliness And Obstruction of Public Areas. Tenant shall not place ------------------------------------------- anything or allow anything to be placed near the glass of any door, partition, or window which may be unsightly from outside the Premises; or take or permit to be taken in or out of other entrances of the Building, or take or permit on other elevators, any item normally taken in or out through the trucking concourse or service doors or in or on freight elevators; or, whether temporarily, accidentally, or otherwise, allow anything to remain in, place or store anything in, or obstruct in any way, any passageway, exit, stairway, elevator, shipping platform, or truck concourse. Tenant shall lend its full cooperation to keep such areas free from all obstruction and in a clean and sightly condition and move all supplies, furniture and equipment as soon as received directly to the Premises and move all such items and waste, other than waste customarily removed by employees of the Building, being taken from the Premises, directly to the shipping platform at or about the time arranged for removal therefrom. C-1 6. Additional Locks. Tenant shall not attach or permit to be attached ---------------- additional locks or similar devices to any door, transom or window; or change existing locks or the mechanism thereof; or make or permit to be made any keys for any door other than those provided by Landlord. (If more than two keys for one lock are desired, Landlord will provide them upon payment therefor by Tenant.) 7. Defacing Premises. Except as provided in the Lease, Tenant shall not ----------------- do any painting or decorating in the Premises; or mark, paint, cut or drill into, drive nails or screws into, or in any way deface any part of the Premises or the Building, outside or inside, without the prior written consent of Landlord. (If Tenant desires signal, communication, alarm or other utility or service connections installed or changed, the same shall be made by and at the expense of Tenant, with the approval and under direction of Landlord.) 8. Special Freight Elevator Service for Tenant. Upon written application ------------------------------------------- by Tenant, and approval thereof by Landlord, Landlord shall furnish freight elevator service for Tenant at times other than those times provided for in the Lease at rates for such usage from time to time maintained in effect by Landlord. 9. Emergency Procedures. Tenant shall appoint a floor warden from -------------------- Tenant's organization who shall be responsible for educating Tenant's employees in the proper fire evacuation procedures and the scheduling and conducting of at least one (1) fire drill per year for Tenant's employees who normally occupy the Tenant's Premises in the Building. The Tenant shall notify the Office of the Building of the date and time of Tenant's scheduled fire evacuation drill. C-2 EXHIBIT D --------- Cleaning Specifications - 181 West Madison Street ------------------------------------------------- I. GENERAL TENANT FLOORS A. Daily Service ------------- 1. Empty and damp wipe ashtrays and trash cans and dispose of at locations on loading dock. 2. Dust all horizontal surfaces, desks, chairs, files, telephones, picture frames, etc. 3. Damp wash and wipe dry all plastic or formica desk tops and glass furniture tops. 4. Clean and sanitize drinking fountains, follow with stainless steel cleaners. 5. Spot clean all windows and partition glass, including lobby doors, door frames, around light switches, private entrance glass, pictures, wall decorations and handrails. 6. Dust mop and spot clean all tiled areas. 7. Vacuum all carpeted areas and remove gum, tar, etc., adhering to the floor. 8. Clean restrooms (sinks, toilets, urinals, etc.) with germicides. Clean and polish all mirrors, chrome plumbing fixtures, etc. All partitions and tiled walls to be spot cleaned. 9. Damp clean all directory signage and tenant name signs. 10. Report immediately any graffiti marks which cannot be removed. 11. Damp dust all telephones, as needed. 12. Wash waste receptacles, as needed. 13. Dust and wash wooden doors, as needed. D-1 B. Services as Required at an Additional Cost to Tenant ---------------------------------------------------- 1. Spot clean carpeted areas. 2. Wash window sills. 3. Shampoo carpets. 4. Dust walls and spot wash. 5. Dust ceilings and vinyl base. II. GENERAL BUILDING A. Elevators --------- 1. Clean light lenses and replace burned out bulbs. 2. Spot clean walls. 3. Use paste wax or appropriate treatment on finished metal. 4. Clean edges, corners and tracks. 5. Vacuum carpet and remove gum, tar, etc. adhering to floors. 6. Shampoo carpet, as necessary. 7. As necessary, dust ceiling. 8. Damp clean elevator doors and call buttons. B. Lobby ----- 1. Machine scrub lobby floor using only Ivory Liquid soap with water 2. Clean all class entrance ways and side panels. 3. Empty all ash urns. 4. Spot clean marble walls, mailboxes, security desk, etc. D-2 5. Dust all horizontal ledges. 6. Damp clean elevator doors and call buttons. C. Day Crew - Services ------------------- 1. Police and replenish supplies in all women's restrooms, to include sanitary supplies. 2. Vacuum all passenger elevators twice each day - once before lunch and once after. 3. Clean all ash urns twice each day. 4. Clean all glass entrance doors in main lobby. 5. Dust mop and/or damp mop all marble floors in main lobby once each day, as well as granite plaza area. 6. One utility man to clean service area, hallway and dock area. 7. Supply toilet tissue, soap and towels in mens' and ladies' restrooms. 8. There will be a constant surveillance of public areas to insure cleanliness. D. Weekly Services --------------- Stairways --------- 1. Sweep from top to bottom using oil base sweeping compound. 2. Dust handrails and ledges. 3. Dust lights between floors. 4. Dust walls and spot wash. Tile Floors ----------- 1. Damp mop all tile floors. 2. Machine buff all tile floors. Marble Floors ------------- 1. Spray buff all public areas or as needed. D-3 E. Monthly Services ---------------- Marble Floors, Etc. ------------------- 1. Repair all traffic lanes and other "high wear" areas of marble floors. 2. Vacuum all louvers, ventilating grills and dust light fixtures in restrooms. 3. Wash and polish walls, partitions and enamel surfaces from trim to floor in restrooms. 4. Thoroughly dust ceilings. F. Quarterly Services ------------------ Ceramic Tile Floors, Etc. ------------------------- 1. Strip and re-coat all tile floors. 2. Dust and wash lights. 3. Dust shelving in empty closets and dry mop/vacuum floors. 4. Dust all vertical surfaces such as: walls, partitions, door bucks and other surfaces above shoulder height. 5. Damp dust all ceiling AC diffusers, wall grills, registers and other ventilating louvers. G. Annual Services --------------- General ------- Wash down all restroom walls and partitions. Windows ------- Clean all exterior windows minimum of three times per year. D-4 EXHIBIT E --------- Tenant Lease Estoppel Certificate --------------------------------- LANDLORD: TENANT: TENANT TRADE NAME: PREMISES: AREA: __________________ Sq. Ft. LEASE DATE: The undersigned Tenant, as the tenant under the above-referenced lease (as amended, modified, supplemented, extended, renewed or assigned, as set forth in Paragraph 1 below, the "Lease"), hereby ratifies the Lease and certifies to Lender, as mortgagee of the building in which the Leased Premises are located (the "Building"), as follows: 1. The Lease is a valid lease and in full force and effect, and represents the entire agreement between Landlord and Tenant. The Lease has (check one): ( ___ ) Not been amended, modified, supplemented, extended, renewed or assigned. ( ___ ) Not been amended, modified, supplemented, extended, renewed or assigned, except by the following agreements: __________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________ 2. The Lease provides for an initial term of ________________ years, _________ months. The term of the Lease commenced (or is anticipated to commence) on _______________, 19___, and will end on _________, ______. Tenant is in full and complete possession of the Premises demised under the Lease and has commenced full occupancy and use of the Premises, such possession having been delivered by Landlord and having been accepted by Tenant. E-1 3. The Lease (check one): ( ___ ) Does not contain an option to extend or renew the term thereof, or for any additional term or terms. ( ___ ) Contains one or more options for _________ additional term(s) of ___________ year(s) and _____________ month(s) (each) at a rate to be determined as follows: See Sections __ of the Lease __________________________________________________________ __________________________________________________________ __________________________________________________________ 4. The description above of the Premises and Area is accurate. 5. The Lease provides for monthly Base Rent installments of $____________. Tenant has commenced payment of monthly installments of Rent in the amount of $________________. 6. No advance rental or other payment has been made in connection with the Lease, except rental for the current month, there is no "free rent" or other concession under the remaining term of the Lease and the Rent has been paid to and including ______________________, 19___. 7. A security deposit in the amount of $ ________________ is being held by Landlord, which amount is not subject to any set-off or reduction or to any increase for interest or other credit due to Tenant. 8. To the knowledge of Tenant, all obligations and conditions under the Lease (including construction obligations) to be performed or satisfied to date by Landlord have been performed or satisfied. 9. Landlord (to Tenant's knowledge) is not in default, nor is Tenant in Default of any of the terms and conditions of the Lease and no event to Tenant's knowledge has occurred which, with the giving of notice or mere passage of time, or both, would constitute an event of default thereunder. Tenant has no claims, demands or causes of action against Landlord arising out of the Lease or Tenant's occupancy of the Leased Premises. E-2 10. Tenant has received no rent concessions or other inducements to execute the Lease which have not been fulfilled, except as follows: __________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________ 11. The Lease contains no options for Tenant to terminate the Lease (except on Landlord's default) or to expand or contract the Leased Premises, or any rights of first refusal, except as follows: 12. Tenant has not exercised (or given Landlord any notice of its intent to exercise) any option or right of first refusal set forth in Paragraph 11 above, except as follows: __________________________________________________________ __________________________________________________________ __________________________________________________________ __________________________________________________________ 13. Landlord has not rebated, reduced or waived any amounts due from Tenant under the Lease, either orally or in writing, nor has Landlord provided financing for, made loans or advances to, or invested in the business of Tenant. 14. There are no actions, voluntary or involuntary (to Tenant's knowledge), pending against the Tenant under the bankruptcy laws of the United States or any state thereof. 15. Tenant has not used or disposed of and will not use or dispose of, hazardous materials at the Leased Premises in violation of any environmental law, rule, regulation or ordinance at any time applicable to the Building or the Premises. 16. Tenant has dealt with no brokers other than Douglas Elliman-Beitler Management Corporation and _____________________________________________ in connection with the Lease. 17. The address for notices to Tenant, as stated in the Lease, is correct. 18. Tenant is presently using _______________ parking spaces in the Building. 19. The person executing this estoppel certificate on behalf of Tenant is duly authorized to do so. 20. Tenant understands and acknowledges that Lender is relying upon the representations herein made. E-3 IN WITNESS WHEREOF, the undersigned has executed this Tenant Lease Estoppel Certificate as of the ____ day of ____________, 200_. TENANT: ------ ________________________________, a_______________________________ By:_____________________________ Typed Name:_____________________ Title:__________________________ Date:___________________________ ATTEST: ________________________________ Typed Name:_____________________ Title:__________________________ E-4 EXHIBIT F --------- Legal Description ----------------- PARCEL 1: - --------- SUB-LOTS 9, 10, 11 AND 12 IN THE SUBDIVISION OF LOTS 1 AND 2 IN BLOCK 95 IN SCHOOL SECTION ADDITION TO CHICAGO IN SECTION 16, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH THOSE PARTS OF THE ALLEYS (VACATED IN PART BY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CHICAGO ON MARCH 27, 1905), LYING NORTH OF AND ADJOINING SAID SUB-LOT 9 AND EAST OF AND ADJOINING SAID SUB-LOTS 9, 10, 11 AND 12 AND WHICH PARTS LIE SOUTH AND WEST OF THE RESPECTIVE CENTERLINES, AND SAID CENTERLINES EXTENDED, ALSO THE NORTH HALF OF THAT PART OF THE 18 FOOT ALLEY, LYING SOUTH OF AND ADJOINING SAID SUB-LOT 12, AND SOUTH OF THAT PART OF THE ALLEY EAST OF AND ADJOINING SAID SUB-LOT 12, WHICH LIES WEST OF THE CENTERLINE EXTENDED SOUTH, IN COOK COUNTY, ILLINOIS. PARCEL 2: - --------- SUB-LOT 6 IN THE SUBDIVISION OF LOTS 1 AND 2 IN BLOCK 95 IN SCHOOL SECTION ADDITION TO CHICAGO IN SECTION 16, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH THE NORTH HALF OF THAT PART OF THE 10 FOOT ALLEY WHICH LIES SOUTH OF AND ADJOINING SAID SUB-LOT 6, IN COOK COUNTY, ILLINOIS. PARCEL 3: - --------- SUB-LOTS 2, 3, 4 AND 5 IN THE SUBDIVISION OF LOTS 1 AND 2 IN BLOCK 95 IN SCHOOL SECTION ADDITION TO CHICAGO IN SECTION 16, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH THOSE PARTS OF THE ALLEYS, LYING SOUTH OF AND ADJOINING SAID SUB-LOTS 3, 4 AND 5 AND WEST OF AND ADJOINING SAID SUB-LOT 2, AND WHICH PARTS LIE NORTH AND EAST OF THE RESPECTIVE CENTERLINES AND SAID CENTERLINES EXTENDED, ALSO THE NORTH HALF OF THAT PART OF THE 18 FOOT ALLEY LYING SOUTH OF AND ADJOINING SAID SUB-LOT 2, AND SOUTH OF THAT PART OF THE ALLEY WEST OF AND ADJOINING SAID SUB-LOT 2, WHICH LIES EAST OF THE CENTERLINE EXTENDED SOUTH, IN COOK COUNTY, ILLINOIS. F-1 PARCEL 4: - --------- SUB-LOT 1 IN THE SUBDIVISION OF LOTS 1 AND 2 IN BLOCK 95 IN SCHOOL SECTION ADDITION TO CHICAGO IN SECTION 16, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH THE NORTH HALF OF THAT PART OF THE 18 FOOT ALLEY WHICH LIES SOUTH OF AND ADJOINING SAID SUB-LOT 1, IN COOK COUNTY, ILLINOIS. PARCEL 5: - --------- SUB-LOTS 7 AND 8 IN THE SUBDIVISION OF LOTS 1 AND 2 IN BLOCK 95 IN SCHOOL SECTION ADDITION TO CHICAGO IN SECTION 16, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH THE NORTH HALF OF THAT PART OF THE 10 FOOT ALLEY WHICH LIES SOUTH OF AND ADJOINING SAID SUB-LOTS 7 AND 8, IN COOK COUNTY, ILLINOIS. TOGETHER WITH ALL RIGHT, TITLE AND INTEREST, IF ANY, IN THE STREETS ABUTTING THE PROPERTY COMMONLY KNOWN AS WEST MADISON STREET AND SOUTH WELLS STREET. STREET ADDRESS: 181 West Madison Street, Chicago, Illinois PIN: 17-16-203-004-0000; 17-16-203-002-0000; 17-16-203-003-0000; 17-16-203-005-0000; 17-16-203-001-0000 F-2 EXHIBIT G --------- ["Intentionally Deleted"] G-1 EXHIBIT H --------- Base Rent ---------
- --------------------------------------------------------------------------------------------------------- Definition Suite/ Rentable Base Rent Period Base Period of Space Floor Area per RSF Rent per (Square RSF Feet) - --------------------------------------------------------------------------------------------------------- Extension 400 16,491 $10.38 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 500 17,202 $21.00 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 600 21,227 $21.00 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 700 21,227 $21.00 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 800 21,227 $21.00 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 900 21,227 $21.00 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 1000 21,227 $25.50 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 1100 21,227 $25.50 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 1200 21,227 $25.50 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 1400 21,227 $25.50 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 1500 12,982 $25.50 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 1550 8,245 $10.50 11/1/00 - 3/14/01 21.75 4/1/05 - 12/31/2020 $18.25 3/15/01 - 3/14/02 $18.80 3/15/02 - 3/14/03 $19.36 3/15/03 - 3/14/04 $19.94 3/15/04 - 3/14/05 Extension 1600 15,952 $29.89 11/1/00 - 3/31/05 21.75 4/1/05 - 12/31/2020 Extension 2000 21,804 $21.00 11/1/00 - 4/30/01 21.75 4/1/05 - 12/31/2020 $21.63 5/1/01 - 4/30/02 $22.28 5/1/02 - 4/30/03 $22.95 5/1/03 - 4/30/04 $23.64 5/1/04 - 3/31/05 23rd Floor 2300 21,804 $21.75 1/1/01 - 12/31/2020 36th Floor 3600 20,866 $10.00 2/28/00 - ---------------------------------------------------------------------------------------------------------
H-1 EXHIBIT I --------- Items to be Removed ------------------- The following are items which Landlord may require Tenant to remove from the Premises: - Stairways - Dumbwaiters or elevators - Pneumatic systems - Special fire suppression systems (except for existing [as of date of this Lease] telecom room on the 6th floor) - Raised flooring system - Hard finish flooring surfaces which modify slab - Equipment or fixtures permanently attached to the Premises or building system (except existing [as of date of this Lease] card-reader system and existing [as of date of this Lease] supplemental HVAC on 6th and 7th Floor training areas) - Any brick or block partitions constructed using mortar or other cementitious bonding materials. - Vaults. - Pedestrian bridge - Items containing Hazardous Materials I-1 EXHIBIT J ---------- Payment of Rent Adjustment -------------------------- A. Definitions. For the purposes of this Exhibit, the following terms, words or phrases shall have the following meanings and definitions. (i) "Consumer Price Index" ("CPI") means the revised Consumer Price Index for Urban Wage Earners and Clerical Workers, Chicago, All Items, issued by the Bureau of Labor Statistics, United States Department of Labor (1982-84=100). If the Bureau of Labor Statistics substantially revises the manner in which the CPI is determined, an adjustment shall be made in the revised index which would produce results equivalent, as nearly as possible, to those which would be obtained if the CPI had not been so revised. If the 1982-84 average shall no longer be used as an index of 100, such change shall constitute a substantial revision. If the CPI becomes unavailable to the public because publication is discontinued, or otherwise, Landlord and Tenant shall agree to substitute therefor a comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency or, if no such index is available, then a comparable index published by a major bank, other financial institution, university or recognized financial publication. As used herein, the CPI "for" any calendar month means the CPI announced for such calendar month regardless of when the CPI for such calendar month is announced or published. (ii) "Rent Adjustment Deposits" means one-twelfth (1/12th) of the amounts of the Rent Adjustments, if any, for the then current Lease Year as Landlord shall reasonably estimate from time to time and communicate in writing to Tenant (until such amount is determinable, and an appropriate adjustment shall then be made). (iii) "Rent Adjustment Termination Date" means March 31, 2005. (iv) "Adjusted Annual Base Rent" means Base Rent as adjusted by the Rent Adjustment made pursuant to this Exhibit J. (v) "Incremental Rent Adjustment" means the portion of the Rent Adjustment for the Subject Lease Year which is in excess of the Rent Adjustment that was added to Base Rent the preceding Lease Year. (vi) "Subject Lease Year" means the Lease Year for which Rent Adjustment is being calculated. B. Tenant shall pay for each Lease Year, to and including the Rent Adjustment Termination Date, the following amounts ("Rent Adjustment"): J-1 (i) an amount equal to $.90 per RSF plus thirty percent (30%) of the product of (a) the Base Rent for the Extension Premises (except the 4/th/ floor and Suite 1600, Suite 1550 and the 20/th/ floor) plus $.90 per RSF, multiplied by (b) the percentage change (positive or negative) of the CPI for January of the Subject Lease Year over the CPI for the first full month of 1990 (being 126.50); provided, however, that for any Lease Year the Incremental Rent Adjustment shall not exceed three percent (3%) of the Base Rent for the Extension Premises (except the 4/th/ floor and Suite 1600, Suite 1550 and 20/th/ floor) for the immediately preceding Lease Year; and (ii) with respect to Suite 1600, an amount equal to the product of $29.89 per RSF, multiplied by 35% of the percentage increase (if any) of the CPI for January of the Subject Lease Year over the CPI for the month of January, 1996 (being 149.70) (collectively "Rent Adjustment"). Any abatement in Base Rent or Rent Adjustment provided by this Lease shall be applied to reduce the amount due and owing by Tenant after the amount of the Rent Adjustment for the Subject Year has been determined without regard to any past or present abatements. Neither the calculation of the amount of any Rent Adjustment nor the calculation of any limit on the amount of the Rent Adjustment provided in this paragraph shall include consideration of abatements in any component of the calculation; No Rent Adjustment is payable for the 4/th/ floor, Suite 1550, the 20/th/ floor or 23/rd/ floor or 36th floor. A sample calculation of Rent Adjustment (other than for Suite 1600) is shown on Exhibit J-1. C. Rent Adjustment Deposit - So long as Tenant is obligated to pay Rent Adjustment, Tenant agrees to pay to the Rental Agent on the first day of each and every month during the Term of this Lease the Rent Adjustment Deposit. The Rent Adjustment Deposits shall be deposited against the Rent Adjustment due or to become due for the Lease Year during which such deposits are required to be made. All Rent Adjustment Deposits may be commingled and need not be segregated by the Landlord or the Landlord's Rental Agent, and may be held and utilized by the Landlord without payment to the Tenant of interest or any sums for the use of any of said deposits. During the last Lease Year or during any partial Lease Year during which this Lease terminates or Rent Adjustment obligation ends, Landlord may include in Rent Adjustment Deposits its reasonable estimates of the Rent Adjustment which may not finally be determined until after the expiration or termination of this Lease. D. Landlord's Statement - Payment of Rent Adjustment. Not later than one hundred twenty (120) days after the expiration of each Lease Year, the Landlord shall cause to be furnished to the Tenant a statement showing the following: J-2 (i) CPI for the Calculation Year. (ii) CPI for January 1990 and January 1996, as applicable. (iii) The amount of Rent Adjustment due Landlord for the Calculation Year, less credit for Rent Adjustment Deposits both paid by the Tenant in and allocable to the said Calculation Year. (iv) The Rent Adjustment Deposit due monthly as aforesaid during the Lease Year next following the Calculation Year for which the statement is given (subject to revision as aforesaid), including the amount or revised amount for the months prior to the rendition of the statement. Within fifteen (15) business days after the receipt of such statement, the Tenant shall pay to the Rental Agent the amount of Rent Adjustment to the Landlord for the Calculation Year, as reflected in said statement and the amount of the Rent Adjustment Deposit due for the months between the expiration of the Calculation Year described in the statement to and including the month in which the statement is furnished. If such statement shall reflect an amount due from the Landlord to the Tenant, the Landlord shall refund such amount to Tenant within fifteen (15) business days after Tenant's receipt of such statement. E. Allocation - Survival. If the Term ends or Rent Adjustment Termination Date occurs on any day other than the last day of December, any Rent Adjustment due Landlord or Tenant shall be prorated, and the Tenant shall pay such amount within fifteen (15) business days after being billed or Landlord shall pay such amount to Tenant within fifteen (15) business days after determining such calculation, as the case may be. The Tenant's obligation and covenants to pay the Rent Adjustment and the Rent Adjustment Deposits each and all independent of every other covenant set forth in this Lease shall survive the expiration or termination of this Lease. Rent Adjustment shall not be prorated for the Lease Year in which the Commencement Date falls, it being intended that such rent be paid as if the obligation to pay Rent Adjustment for such Lease Year under this Lease commenced January 1 of such year. J-3 Exhibit J-1 Sample Calculation of Rent Adjustments
Year 1 (of the Existing Year 2 Year 3 Year 4 --------------- ------ ------ ------ Lease) ----- A Annual Base Rent (amount used for example purposes only) $ 4,000,000.00 $ 4,000,000.00 $ 4,000,000.00 $ 4,000,000.00 B Rent Adjustment (exhibit J Para B) $ 200,000.00 $ 180,000.00 $ 180,000.00 $ 180,000.00 ----------------------------------------------------------- C Annual Base Rent + Rent Adjustment (Row A + Row B) $ 4,200,000.00 $ 4,180,000.00 $ 4,180,000.00 $ 4,180,000.00 D Base Year CPI 126.5 126.5 126.5 126.5 E Current Year CPI (assumed) 135 150 160 -------------------------------------------- F Change in CPI (Row E-Row D)/Row D 0.067 0.186 0.265 G Rent Adjustment (Base Year to Subject Year 30% x C x F) $ 84,018.00 $ 233,244.00 $ 332,310.00 Annual Rent Adjustment Calc. H Incremental Rent Adjustments Subject Year G - Prior Year J $ 84,018.00 $ 149,226.00 $ 120,371.46 I Annual Cap Amount (3% of Prior Year Adj. Annual Base Rent) (3% x Prior Year K) $ 126,000.00 $ 127,920.54 $ 131,758.16 Cap Application If H greater than I Cap Applies Cap Not Appl Cap Appls Cap Not Appls -------------------------------------------- J Subject Lease Year Rent Adjustment If cap not Appl: G $ 84,018.00 $ 211,938.54 $ 332,310.00 If cap Applies: I plus Previous Year J ----------------------------------------------------------- K Adjusted Annual Base Rent A+B+J $ 4,200,000.00 $ 4,264,018.00 $ 4,391,938.54 $ 4,512,310.00 ===========================================================
J-1-1 EXHIBIT K --------- Example of Calculation of Special Tenant Fee --------------------------------------------
4% of Prior Tax and Year Tax Expense Annual & Expense Component Annual Tax and Percentage Tax and Amount (Lesser of Special Tenant Expense Increase Expense Cap (Prior Year Col D or Fee Lease Amount per RSF (Note 1) (Col. C) Col A x 4%) Col C x 4%) Amount per RSF Year (Col. A) (Col. B) (Prior Year X 1.03) Fiscal Year (Col D) Col. E (Col. F) - ------------------------------------------------------------------------------------------------------------------------------------ 2000 base year $16.43 2001 $16.84 2.50% $16.92 2002 $17.35 3.00% $17.43 4/1/2002-3/31/2003 $0.67 $0.67 $0.67 2003 $17.90 3.20% $17.95 4/1/2003-3/31/2004 $0.69 $0.69 $1.36 2004 $18.98 6.00% $18.49 4/1/2004-3/31/2005 $0.72 $0.72 $2.08 2005 $18.25 -3.82% $19.05 4/1/2005-3/31/2006 $0.76 $0.74 $2.82 2006 $18.84 3.25% $19.62 4/1/2006-3/31/2007 $0.73 $0.73 $3.55 2007 $19.50 3.50% $20.21 4/1/2007-3/31/2008 $0.75 $0.75 $4.30 4/1/2008-3/31/2009 $0.78 $0.78 $5.08
Note 1: The annual % increases illustrated is not intended to be indicative of the future year Tax and Expense Amount % increase, but have been derived for purposes of this example only Note 2: The year 2000 Tax and Expense amount of $16.43 represents an estimate only Note 3: The Amount shown are per RSF. These amounts must be multiplied by the RSF of the Premises. RSF = Rentable Square Feet K-1 EXHIBIT L --------- Stacking Plan ------------- 181 West Madison Stacking Plan ------------------------------ Floor Net Rentable ----- ------------ 49 13,163 48 13,163 47 17,397 46 17,397 45 17,397 44 17,397 43 17,397 42 20,466 41 20,466 40 20,505 39 20,866 38 20,866 37 20,866 36 20,866 35 20,866 34 22,480 33 22,480 32 22,480 31 22,480 30 22,480 29 21,453 28 21,844 27 21,844 26 21,804 25 21,804 24 21,804 23 21,804 22 21,804 21 21,804 20 21,804 19 21,645 18 20,848 17 21,227 L-1 16 20,852 15 21,227 14 21,227 12 21,227 11 21,227 10 21,227 09 21,227 08 21,227 07 21,227 06 21,227 05 17,202 04 16,491 ------ Total Rentable Area 918,555 Square Feet L-2 EXHIBIT M --------- Level Pay --------- The Level Pay Equivalent (LPE) is derived by discounting all elements of a transaction's contracted and actual costs and cash flow back to the initial investment date, at a pre-determined interest factor (resulting in a Net Present Value, or NPV). The NPV is then amortized over the contract lease term, utilizing the same interest factor. The initial month of the lease (in which the Landlord's cash costs are theoretically incurred, unless stated otherwise) is referred to as Month Zero (as costs are typically incurred prior to receiving revenue), and each Lease Year of revenue is depicted in twelfths to properly account for timing of monthly receipts. Correspondingly, the interest rate is calculated on a monthly basis. Rental abatements (if any) are shown as a negative cash flow in the year they occur. An example of an LPE calculation for a hypothetical lease is on the following spreadsheet titled Sample LPE Calculation. This sample is intended for example purposes only, and should not be construed to represent any actual or factual information. M-1 Exhibit M Sample LPE Calculation -----------------------------
- ------------------------------------------------------------------------------ Sum of Sum of Commission Misc Base Rent, Construction Expenses Net % Escn, and Lease (Legal, Total at ---------------------------------------------------- Fixed Escn, Assumption Architectural Beginning NPV LPE of Lease Assumptions for Sample Calculation Month and CPI Expense Etc.) of Month 10% NPV10% ---------------------------------------------------- - ------------------------------------------------------------------------------ 0 $0.00 ($20.00) ($1.00) ($21.00) Lease Term (Yrs) 5 Years 1 $2.08 $ 0.00 $0.00 $ 2.08 Net Base Rent $25.00 PSF 2 $2.08 $ 0.00 $0.00 $ 2.08 Annual Esculation 3.00% Per Year 3 $2.08 $ 0.00 $0.00 $ 2.08 Tenant Improvements $14.75 PSF 4 $2.08 $ 0.00 $0.00 $ 2.08 Legal Expense $0.50 PSF 5 $2.08 $ 0.00 $0.00 $ 2.08 Architectural Exp. $0.50 PSF 6 $2.08 $ 0.00 $0.00 $ 2.08 Commission $5.25 PSF ------------ 7 $2.08 $ 0.00 $0.00 $ 2.08 Total Landlord Cost $21.00 PSF ---------------------------------------------------- 8 $2.08 $ 0.00 $0.00 $ 2.08 Landlord Cash Flow Analysis ---------------------------------------------------- 9 $2.08 $ 0.00 $0.00 $ 2.08 Total Landlord Cost ($ 21.00) PSF 10 $2.08 $ 0.00 $0.00 $ 2.08 Net Escl. Rent Year 1 $ 25.00 PSF 11 $2.08 $ 0.00 $0.00 $ 2.08 Net Escl. Rent Year 2 $ 25.75 PSF 12 $2.08 $ 0.00 $0.00 $ 2.08 $ 2.70 $ 2.85 Net Escl. Rent Year 3 $ 26.52 PSF 13 $2.15 $ 0.00 $0.00 $ 2.15 Net Escl. Rent Year 4 $ 27.32 PSF 14 $2.15 $ 0.00 $0.00 $ 2.15 Net Escl. Rent Year 5 $ 28.14 PSF ---------- 15 $2.15 $ 0.00 $0.00 $ 2.15 Total Net Eff. Rent $111.73 PSF ---------------------------------------------------- 16 $2.15 $ 0.00 $0.00 $ 2.15 Economic Analysis Summary ---------------------------------------------------- 17 $2.15 $ 0.00 $0.00 $ 2.15 Return After NPV @10% LPE@ 10% -------------------------------- 18 $2.15 $ 0.00 $0.00 $ 2.15 Lease Year One $ 2.70 $ 2.85 19 $2.15 $ 0.00 $0.00 $ 2.15 Lease Year Two $24.79 $13.73 20 $2.15 $ 0.00 $0.00 $ 2.15 Lease Year Three $45.39 $17.58 21 $2.15 $ 0.00 $0.00 $ 2.15 Lease Year Four $64.60 $19.66 22 $2.16 $ 0.00 $0.00 $ 2.15 Lease Year Five $82.51 $21.04 23 $2.15 $ 0.00 $0.00 $ 2.15 ---------------------------------------------------- 24 $2.15 $ 0.00 $0.00 $ 2.15 $24.79 $13.73 25 $2.21 $ 0.00 $0.00 $ 2.21 26 $2.21 $ 0.00 $0.00 $ 2.21 27 $2.21 $ 0.00 $0.00 $ 2.21 28 $2.21 $ 0.00 $0.00 $ 2.21 29 $2.21 $ 0.00 $0.00 $ 2.21 30 $2.21 $ 0.00 $0.00 $ 2.21 31 $2.21 $ 0.00 $0.00 $ 2.21 32 $2.21 $ 0.00 $0.00 $ 2.21 33 $2.21 $ 0.00 $0.00 $ 2.21 34 $2.21 $ 0.00 $0.00 $ 2.21 35 $2.21 $ 0.00 $0.00 $ 2.21 36 $2.21 $ 0.00 $0.00 $ 2.21 $45.39 $17.58 37 $2.28 $ 0.00 $0.00 $ 2.28 38 $2.28 $ 0.00 $0.00 $ 2.28 39 $2.28 $ 0.00 $0.00 $ 2.28 40 $2.28 $ 0.00 $0.00 $ 2.28 41 $2.28 $ 0.00 $0.00 $ 2.28 42 $2.28 $ 0.00 $0.00 $ 2.28 43 $2.28 $ 0.00 $0.00 $ 2.28 44 $2.28 $ 0.00 $0.00 $ 2.28 45 $2.28 $ 0.00 $0.00 $ 2.28 46 $2.28 $ 0.00 $0.00 $ 2.28 47 $2.28 $ 0.00 $0.00 $ 2.28 48 $2.28 $ 0.00 $0.00 $ 2.28 $64.60 $19.66 49 $2.34 $ 0.00 $0.00 $ 2.34 50 $2.34 $ 0.00 $0.00 $ 2.34 51 $2.34 $ 0.00 $0.00 $ 2.34 52 $2.34 $ 0.00 $0.00 $ 2.34 53 $2.34 $ 0.00 $0.00 $ 2.34 54 $2.34 $ 0.00 $0.00 $ 2.34 55 $2.34 $ 0.00 $0.00 $ 2.34 56 $2.34 $ 0 $0.00 $ 2.34 57 $2.34 $ 0.00 $0.00 $ 2.34 58 $2.34 $ 0.00 $0.00 $ 2.34 59 $2.34 $ 0.00 $0.00 $ 2.34 60 $2.34 $ 0.00 $0.00 $ 2.34 $82.51 $21.04 ----------------------------------------------- TOTALS $132.73 ($20.00) ($1.00) $11,173 NPV @ 10% LPE @ 10%
EXHIBIT N --------- Short Form of Lease ------------------- SHORT FORM OF LEASE ------------------- This Short Form of Lease ("Short Form Lease") made as of the ________day of __________________, 200__, by and between ____________, a _______ corporation ("Tenant"), and ____________________________________________________, a _____________________________ company ("Landlord"). WITNESSETH: 1. Premises. Landlord hereby leases to Tenant, and Tenant leases from -------- Landlord that certain premises (the "Premises") identified on Exhibit A hereto in the building located at 181 West Madison Street on a parcel of real property ("Real Property") lying, being and situate in Cook County, City of Chicago, State of Illinois, which Real Property is particularly described on Exhibit B attached hereto and made a part hereof, on the terms of the lease of the Premises between Landlord and Tenant dated ________________. THIS DOCUMENT PREPARED BY AND AFTER RECORDING RETURN TO: Sue Ann Fishbein Address of Property: PIPER MARBURY RUDNICK & WOLFE 181 West Madison Street ----------------------- 203 North LaSalle Street Chicago, IL ----------------------- _______________________ Suite 1800 PIN: Chicago, IL 60601-1293 N-1 2. Term and Renewal Options. The term of the Lease is for ________________ ------------------------ ( ) years, commencing. Tenant shall have two successive five-year options to extend the term, on the terms and conditions set forth in the Lease. 3. Right to Lease Additional Space. Tenant shall have the rights to lease ------------------------------- additional space in the Building as are set forth in the Lease. 4. Right of First Offer to Purchase the Building. Tenant shall have the --------------------------------------------- right to purchase the Real Property on the terms set forth in the Lease. 5. Incorporation of Lease. This Short Form Lease is for informational ---------------------- purposes only and nothing contained herein shall be deemed to in any way modify or otherwise affect any of the terms and conditions of the Lease, the terms of which are incorporated herein by reference. This instrument is merely a shortened form of the Lease and is subject to all of the terms, provisions and conditions of the Lease. In the event of any inconsistency between the terms of the Lease and this instrument, the terms of the Lease shall prevail. 6. Binding Effect. The rights and obligations set forth herein shall be -------------- binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. N-2 IN WITNESS WHEREOF, the parties have executed this Short Form of Lease as of the day and year first above written. LANDLORD: ____________________________________ a(n)________________________________ By:_________________________________ Print Name:_________________________ Print Title:________________________ TENANT: ________________ a______ corporation ____________________________________ By:_________________________________ Print Name:_________________________ Print Title:________________________ STATE OF____________) ) SS: COUNTY OF___________) I HEREBY CERTIFY that on this day before me, a Notary Public duly authorized in the State and County named above to take acknowledgments, personally appeared, ___________________, to me known to be the person described as the _________________ of _________________, a ________, who signed the foregoing instrument in such capacity, and acknowledged the execution thereof to be his free act and deed as such person in such capacity for the uses and purposes therein mentioned, and that the said instrument is the act and deed of said _________________. WITNESS my hand and official seal in the State and County last aforesaid this ____ day of ______________, 2000. _________________________________ Notary Public State of_________________________ My Commission expires: __________ N-3 STATE OF __________ ) ) SS: COUNTY OF__________ ) I HEREBY CERTIFY that on this day before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared ______________ as Assistant Secretary of , a corporation, to me known to be the person who signed the foregoing instrument as such officer and he acknowledged that the execution thereof was his free act and deed as such officer for the use and purposes therein expressed and that the instrument is the act and deed of said corporation. WITNESS my hand and official seal this _______ day of _____________, 2000 in the county and state first above written. ___________________________________ Notary Public State of___________________________ My Commission expires:_____________ N-4 EXHIBIT O --------- Form of First Offer Notice -------------------------- [LANDLORD LETTERHEAD] [Date] CERTIFIED MAIL, RETURN RECEIPT REQUESTED - ---------------------------------------- [The Northern Trust Company 50 South LaSalle Street Chicago, IL 60675 Attention: Vice President, Corporate Real Estate] Re: Lease dated ____________, 2000, by and between LaSalle Bank National Association, as successor trustee to American National Bank and Trust Company of Chicago, not individually, but solely and only as Trustee under Trust Agreement dated April 5, 1990, and known as Trust Number 1105513-07, as Landlord, and The Northern Trust Company, an Illinois banking corporation, as Tenant. Pursuant to Section 51 of the Lease, Landlord hereby notifies you that the First Offer Space described below is Available for Lease at the rent and on the commencement date set forth below. Location: Floor Plan: ____ attached ____ not attached Rentable Area: First Offer Space Commencement Date (possession date): Date for commencement of rent, if other than First Offer Space Commencement Date: Market Rental Rate: Term of lease of First Offer Space to expire _________, because a right or option to lease such space granted in another Building Lease described in Section 51C (ii) or (iii). O-1 Capitalized terms used in this letter have the meaning set forth in the Lease. Please respond within twenty (20) business days after receipt of this notice if you elect to lease the First Offer Space. Very truly yours, [Landlord, or its agent] ______ Tenant hereby elects to lease the First Offer Space described above on the terms of this First Offer Space Notice. ______ Tenant waives its right to lease First Offer Space described above on the terms of this First Offer Space Notice, subject to reinstatement as provided in Section 51(D)(iv). [Name of Tenant] By: _________________________ Name:____________________ Title:___________________ Date: _________________________ cc: The Northern Trust Company 50 South LaSalle Street Chicago, IL 60675 Attention: General Counsel O-2 EXHIBIT P --------- Landlord's Work --------------- 1) Work of Landlord specifically set forth in Section 14. 2) HVAC design specifications set forth in Section 7A. 3) Landlord's obligations with respect to ADA set forth in Section 29B. 4) Electrical design standards set forth in Section 10A. P-1 EXHIBIT Q --------- Parking Space Location ---------------------- (Map of Northern Trust Parking Spaces) Q-1 EX-10.(XIV) 3 dex10xiv.txt LEASE DATED DECEMBER 29, 2000 EXHIBIT NUMBER (10) (xiv) TO 2000 FORM 10-K OFFICE LEASE BETWEEN METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) AND THE NORTHERN TRUST COMPANY (TENANT) DATED: December 29, 2000 -- 10 South LaSalle - Northern Trust Lease 0300031.10 TABLE OF CONTENTS
Page ARTICLE ONE - BASIC LEASE PROVISIONS....................................... 1 1.01 BASIC LEASE PROVISIONS................................... 1 1.02 ENUMERATION OF EXHIBITS.................................. 2 1.03 DEFINITIONS.............................................. 3 ARTICLE TWO - PREMISES, TERM AND FAILURE TO GIVE POSSESSION................ 8 2.01 LEASE OF PREMISES........................................ 8 2.02 TERM: TERMINATION OF PRIOR LEASE......................... 8 2.03 INTENTIONALLY OMITTED.................................... 8 2.04 AREA OF PREMISES......................................... 8 2.05 CONDITION OF PREMISES.................................... 9 ARTICLE THREE - RENT....................................................... 9 ARTICLE FOUR - RENT ADJUSTMENTS AND PAYMENTS............................... 10 4.01 RENT ADJUSTMENTS......................................... 10 4.02 STATEMENT OF LANDLORD.................................... 11 4.03 BOOKS AND RECORDS........................................ 11 4.04 PARTIAL OCCUPANCY........................................ 12 ARTICLE FIVE - INTENTIONALLY OMITTED....................................... 13 ARTICLE SIX - SERVICES..................................................... 13 6.01 LANDLORD'S GENERAL SERVICES.............................. 13 6.02 ELECTRICAL SERVICES...................................... 14 6.03 ADDITIONAL AND AFTER-HOUR SERVICES....................... 14 6.04 PHONE SERVICES........................................... 15 6.05 DELAYS IN FURNISHING SERVICES............................ 15 6.06 CHOICE OF SERVICE PROVIDER............................... 16 ARTICLE SEVEN - POSSESSION, USE AND CONDITION OF PREMISES.................. 17 7.01 POSSESSION AND USE OF PREMISES........................... 17 7.02 LANDLORD ACCESS TO PREMISES, APPROVALS................... 19 7.03 QUIET ENJOYMENT.......................................... 20 ARTICLE EIGHT - MAINTENANCE................................................ 20 8.01 LANDLORD'S MAINTENANCE................................... 20 8.02 TENANT'S MAINTENANCE..................................... 20
i ARTICLE NINE - ALTERATIONS AND IMPROVEMENTS................................. 21 9.01 TENANT'S ALTERATIONS...................................... 21 9.02 LIENS..................................................... 22 ARTICLE TEN - ASSIGNMENT AND SUBLETTING..................................... 23 10.01 ASSIGNMENT AND SUBLETTING................................. 23 10.02 RECAPTURE................................................. 25 10.03 EXCESS RENT............................................... 25 10.04 TENANT LIABILITY.......................................... 26 10.05 ASSUMPTION AND ATTORNMENT................................. 26 ARTICLE ELEVEN - DEFAULT AND REMEDIES....................................... 26 11.01 EVENTS OF DEFAULT......................................... 26 11.02 LANDLORD'S REMEDIES....................................... 27 11.03 ATTORNEY'S FEES........................................... 28 11.04 BANKRUPTCY................................................ 29 11.05 LANDLORD'S DEFAULT........................................ 30 ARTICLE TWELVE - SURRENDER OF PREMISES...................................... 30 12.01 IN GENERAL................................................ 30 12.02 LANDLORD'S RIGHTS......................................... 31 ARTICLE THIRTEEN - HOLDING OVER............................................. 31 ARTICLE FOURTEEN - DAMAGE BY FIRE OR OTHER CASUALTY......................... 31 14.01 SUBSTANTIAL UNTENANTABILITY............................... 31 14.02 INSUBSTANTIAL UNTENANTABILITY............................. 32 14.03 RENT ABATEMENT............................................ 33 ARTICLE FIFTEEN - EMINENT DOMAIN............................................ 33 15.01 TAKING OF WHOLE OR SUBSTANTIAL PART....................... 33 15.02 TAKING OF PART............................................ 33 15.03 COMPENSATION.............................................. 34 ARTICLE SIXTEEN - INSURANCE................................................. 34 16.01 TENANT'S INSURANCE........................................ 34 16.02 FORM OF POLICIES.......................................... 35 16.03 LANDLORD'S INSURANCE...................................... 35 16.04 WAIVER OF SUBROGATION..................................... 35 16.05 NOTICE OF CASUALTY........................................ 37 16.06 SELF INSURANCE............................................ 37

ii ARTICLE SEVENTEEN - INTENTIONALLY OMITTED................................... 37 ARTICLE EIGHTEEN - RULES AND REGULATIONS.................................... 38 18.01 RULES..................................................... 38 18.02 ENFORCEMENT............................................... 38 ARTICLE NINETEEN - LANDLORD'S RESERVED RIGHTS............................... 38 ARTICLE TWENTY - ESTOPPEL CERTIFICATE....................................... 39 20.01 IN GENERAL................................................ 39 20.02 ENFORCEMENT............................................... 39 ARTICLE TWENTY-ONE - INTENTIONALLY OMITTED.................................. 39 ARTICLE TWENTY-TWO - REAL ESTATE BROKERS.................................... 40 ARTICLE TWENTY-THREE - MORTGAGEE PROTECTION................................. 40 23.01 SUBORDINATION AND ATTORNMENT.............................. 40 23.02 MORTGAGEE PROTECTION...................................... 41 ARTICLE TWENTY-FOUR - NOTICES............................................... 41 ARTICLE TWENTY-FIVE - RENEWAL OPTIONS....................................... 42 ARTICLE TWENTY-SIX - ARBITRATION............................................ 46 ARTICLE TWENTY-SEVEN - EXPANSION OPTIONS.................................... 47 ARTICLE TWENTY-EIGHT - RIGHT OF FIRST OFFER................................. 52 ARTICLE TWENTY-NINE - SUBORDINATE EXPANSION OPTION.......................... 54 ARTICLE THIRTY - CONTRACTION OPTION......................................... 56 ARTICLE THIRTY-ONE - TERMINATION OPTION..................................... 58 ARTICLE THIRTY-TWO - SIGNAGE................................................ 58 ARTICLE THIRTY-THREE - PERSONNEL BRIDGE..................................... 59

iii ARTICLE THIRTY-FOUR - MISCELLANEOUS........................................ 60 34.01 LATE CHARGES............................................. 60 34.02 WAIVER OF JURY TRIAL..................................... 60 34.03 OPTION................................................... 60 34.04 TENANT AUTHORITY......................................... 60 34.05 ENTIRE AGREEMENT......................................... 60 34.06 MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE........... 60 34.07 SATELLITE SYSTEM......................................... 61 34.08 EXCULPATION.............................................. 61 34.09 ACCORD AND SATISFACTION.................................. 61 34.10 LANDLORD'S OBLIGATIONS ON SALE OF BUILDING............... 61 34.11 BINDING EFFECT........................................... 61 34.12 CAPTIONS................................................. 61 34.13 APPLICABLE LAW........................................... 62 34.14 ABANDONMENT.............................................. 62 34.15 LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES.............. 62 34.16 GENERATOR................................................ 62 34.17 RIDERS................................................... 63

iv OFFICE LEASE ARTICLE ONE BASIC LEASE PROVISIONS 1.01 BASIC LEASE PROVISIONS In the event of any conflict between these Basic Lease Provisions and any other Lease provision, such other Lease provision shall control. (1) Building and Address: CHASE PLAZA 10 South LaSalle Street Chicago, Illinois 60603 (2) Landlord and Address: METROPOLITAN LIFE INSURANCE COMPANY c/o CB Richard Ellis, Inc. 10 South LaSalle Street, Suite 1301 Chicago, Illinois 60603 (3) Tenant and Current Address: THE NORTHERN TRUST COMPANY 10 South LaSalle, Suite 400 Chicago, Illinois 60603 (4) Date of Lease: December 29, 2000 (5) Lease Term: fifteen (15) years (6) Commencement Date: January 1, 2001 (7) Expiration Date: December 31, 2015 (8) Base Rent: Period Monthly Annually ------ ------- -------- 01/01/01 to 12/21/01 $263,465.46 $3,161,585.53 01/01/02 to 12/31/02 $211,288.76 $2,535,465.08 01/01/03 to 12/31/03 $217,743.61 $2,612,923.28 01/01/04 to 12/31/04 $245,284.30 $2,943,411.60 01/01/05 to 12/31/05 $251,739.15 $3,020,869.80 Period Monthly Annually ------ ------- -------- 01/01/06 to 12/31/06 $258,194.00 $3,098,328.00 01/01/07 to 12/31/07 $264,648.85 $3,175,786.20 01/01/08 to 12/31/08 $271,103.70 $3,253.244.40 01/01/09 to 12/31/09 $277,558.55 $3,330,702.60 01/01/10 to 12/31/10 $284,013.40 $3,408,160.80 01/01/11 to 12/31/11 $290,468.25 $3,485,619.00 01/01/12 to 12/31/12 $296,923.10 $3,563,077.20 01/01/13 to 12/31/13 $303,377.95 $3,640,535.40 01/01/14 to 12/31/14 $309,832.80 $3,717,993.60 01/01/15 to 12/31/15 $316,287.65 $3,795,451.80 (9) Rentable Area of the office portion of the Building: 715,785 square feet (10) Rentable Area of the Initial Premises: 129,097 rentable square feet, consisting of: Floor(s) Rentable Square Feet -------- -------------------- 4 20,006 5 19,549 6 20,040 7 20,040 8 20,722 9 10,291 10 10,104 13 8,345 (11) Security Deposit: Not applicable (12) Suite Number of the Premises: 400 (13) Tenant's Share: 18.0357% (14) Tenant's Use of the Premises: General office use consistent with general office use in other first-class office buildings in downtown Chicago, Illinois. 1.02 ENUMERATION OF EXHIBITS The exhibits set forth below and attached to this Lease are incorporated in this Lease by this reference: SCHEDULE ONE: Controllable Operating Expenses EXHIBIT A: Plan of Premises EXHIBIT B: Workletter Agreement EXHIBIT C: Rules and Regulations 2 EXHIBIT D: Cleaning Specifications EXHIBIT E: Heating, Ventilating and Air-Conditioning EXHIBIT F: Base Building Conditions EXHIBIT G: Major Categories for Operating Expenses EXHIBIT H: Categories for Removal EXHIBIT I: Satellite License 1.03 DEFINITIONS For purposes hereof, the following terms shall have the following meanings: (1) Affiliate: Any corporation or other business entity which (i) is currently --------- owned or controlled by, owns or controls, or is under common ownership or control with Tenant, or (ii) is Tenant's successor through merger, reorganization or consolidation or (iii) acquires substantially all of the assets or the capital stock of Tenant. (2) Adjustment Year: The calendar year or any portion thereof after the --------------- Commencement Date of this Lease for which a Rent Adjustment computation is being made. (3) Bridge: The walkway connecting the Building with the building located at ------ 50 South LaSalle Street, Chicago, Illinois (the "Tenant Building") at the sixth floor level, for use by persons going to and from the Tenant Building and to and from the Premises. (4) Building: The office building located at 10 South LaSalle Street, Chicago, -------- Illinois 60603. (5) Commencement Date: The date specified in Section 1.01(6) as the ----------------- Commencement Date, unless changed by operation of Article Two. (6) Common Areas: All areas of the Real Property made available by Landlord ------------ from time to time for the general common use or benefit of the tenants of the Building, and their employees and invitees, or the public, as such areas currently exist and as they may be changed from time to time; provided, however, that Landlord shall not make any changes in the Common Area that would materially impair, restrict or diminish Tenant's access to the Premises. (7) Decoration: Tenant Alterations which do not require a building permit and ---------- which do not involve any of the structural elements of the Building, or any of the Building's systems, including, without limitation, its electrical, mechanical, plumbing and security and life/safety systems. (8) Default Rate: Two percent (2%) above the rate then most recently announced ------------ by Bank One as its corporate base lending rate, from time to time announced, but in no event higher than the maximum rate permitted by law. (9) Environmental Laws: Any Law governing the use, storage, disposal or ------------------ generation of any Hazardous Material, including without limitation, the Comprehensive Environmental 3 Response Compensation and Liability Act of 1980, as amended and the Resource Conservation and Recovery Act of 1976, as amended. (10) Expiration Date: The date specified in Section 1.01(7). --------------- (11) Force Majeure: Any accident, casualty, act of God, war or civil commotion, ------------- strike or labor troubles, or any cause whatsoever beyond the reasonable control of Landlord or Tenant, including, but not limited to, energy shortages or governmental preemption in connection with a national emergency, or by reason of government laws or any rule, order or regulation of any department or subdivision thereof or any governmental agency, or by reason of the conditions of supply and demand which have been or are affected by war or other emergency. (12) Hazardous Material: Such substances, material and wastes which are or ------------------ become regulated under any Environmental Law; or which are classified as hazardous or toxic under any Environmental Law; and explosives and firearms, radioactive material, asbestos, and polychlorinated byphenyls. (13) Indemnitees: Collectively, Landlord, any Mortgagee or ground lessor of the ----------- Property, the property manager and the leasing manager for the Property and their respective directors, officers, agents and employees. (14) Initial Premises: The space located in the Building described in Section ---------------- 1.01(10) and depicted on Exhibit A attached hereto. --------- (15) Land: The parcels of real estate on which the Building is located. ---- (16) Laws: All laws, ordinances, rules, regulations and other requirements ---- adopted by any governmental body, or agency or department having jurisdiction over the Property, the Premises or Tenant's activities at the Premises and any covenants, conditions or restrictions of record which affect the Property. (17) Lease: This instrument and all exhibits and riders attached hereto, as may ----- be amended from time to time. (18) Lease Year: The twelve month period beginning on the first day of the ---------- first month following the Commencement Date (unless the Commencement Date is the first day of a calendar month in which case it is the 12 month period beginning on the Commencement Date), and each subsequent twelve month, or shorter, period until the Expiration Date. (19) Monthly Base Rent: The monthly rent specified in Section 1.01(8). ----------------- (20) Mortgagee: Any holder of a mortgage, deed of trust or other security --------- instrument encumbering the Property. 4 (21) National Holidays: Those federal or state holidays or such other days on ----------------- which banks in the State of Illinois are required to be closed for business. (22) Operating Expenses: All costs, expenses and disbursements of every kind and ------------------ nature which Landlord shall pay or become obligated to pay in connection with the ownership, management, operation, maintenance, replacement and repair of the Property (including, without limitation, the amortized portion of any capital expenditure or improvement, together with interest thereon, and the costs of changing utility service providers). Operating Expenses shall not include, (i) painting, redecorating or other work which Landlord performs in tenant spaces for any other tenant of the Building other than painting, redecorating or other work which is standard for the Building and performed for tenants subsequent to their initial occupancy; (ii) costs of capital improvements to the Building (except for amortized portion of capital improvements installed for the purpose of reducing or controlling Operating Expenses or complying with applicable Laws); (iii) depreciation; (iv) interest and principal payments on loans (except for loans for capital improvements which Landlord is allowed to include in Operating Expenses as provided above); (v) ground rental payments; (vi) real estate brokerage and leasing commissions and expenses of procuring tenants, including lease concessions and lease take-over obligations; (vii) advertising and marketing expenses; (viii) costs of Landlord reimbursed by insurance proceeds, condemnation proceeds or in another manner; (ix) expenses incurred in negotiating leases of other tenants in the Building or enforcing lease obligations of other tenants in the Building; (x) Landlord's or Landlord's property manager's corporate general overhead or corporate general administrative expenses; (xi) any management or similar fee in excess of the greater of (a) 3.0% of the total gross revenues of the Property, or (b) the fees then customarily charged for building management for buildings of like class and character in the area; (xii) any costs or other sums paid to any person or entity related to or affiliated with Landlord to the extent that same exceeds the reasonable and customary cost thereof; (xiii) professional fees incurred in connection with the preparation of financial statements, tax returns and other documents and information for Landlord or its mortgagees, except for audits of operating expenses; (xiv) costs of paintings, sculptures or other art work; (xv) bad debt or rent loss reserves; (xvi) charitable contributions; (xvii) overtime utility charges for utilities benefiting other tenants; (xviii) costs of curing defects in construction; (ixx) costs relating to retail stores or to other specialty services such as health clubs, broadcasting facilities or cafeterias (xx) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (xxi) costs incurred in connection with upgrading the Building (but not the Premises as set forth in Section 7.01(c) hereof) to comply with the current interpretation of disability, life, fire and safety codes, ordinances, statues or Laws in effect prior to the Commencement Date (including, without limitation, ADA), including penalties or damages incurred due to such non-compliance; and (xxii) legal and other professional fees and expenses incurred in resolving any disputes with tenants and other occupants or enforcing lease obligations, including, without limitation, court costs. If any Operating Expense, though paid in one year, relates to more than one calendar year, at option of Landlord such expense may be proportionately allocated among such related calendar years. 5 (23) Owner's Representative: The individual who is an employee of Landlord and ---------------------- is charged with the day-to-day responsibility for the Building and the management and operation thereof and is the designated person to whom all notices for the Building are to be forwarded, as well as the individual who is charged with acting as liaison between Landlord and the Building manager in connection with the Building. The initial Owner's Representative shall be Katherine B. McCarthy. If at any time and from time to time Landlord designates a successor to Katherine B. McCarthy, Landlord shall communicate the name of such successor to Tenant in writing by a notice to be delivered by Landlord to Tenant. In the event Landlord fails to communicate the name of the successor to Tenant, it shall not be deemed a default hereunder. Notwithstanding the above, upon Tenant's written request, Landlord shall communicate the name of such successor within three (3) business days or as soon as possible in the case of an emergency. In the event Landlord sells the Building to an entity unrelated to Metropolitan Life Insurance Company, a New York corporation, then Owner's Representative shall mean Landlord. (24) Premises: The Initial Premises and any office space located in the -------- Building which may be added to or subtracted from the Initial Premises in accordance with the terms and provisions of this Lease. (25) Prior Lease: That certain Office Lease dated July 8, 1987, as amended by ----------- that certain First Amendment to Office Lease dated October 20, 1987; and by that certain Second Amendment to Office Lease dated January 16, 1998; and as further amended by that certain Third Amendment to Office Lease dated May 27, 1998 (collectively, the "Lease") for the lease of certain office space, currently consisting of the 4/th/ through 8/th/ floors and portions of the 9/th/, 10/th/ and 13/th/ floors in the Building. (26) Property: The Building, the Land, any other improvements located on the -------- Land, including, without limitation, any parking structures and the personal property, fixtures, machinery, equipment, systems and apparatus located in or used in conjunction with any of the foregoing. (27) Real Property: The Property excluding any personal property. ------------- (28) Rent: Collectively, Monthly Base Rent, Storage Space Rent, Rent ---- Adjustments and Rent Adjustment Deposits, and all other charges, payments, late fees or other amounts required to be paid by Tenant under this Lease. (29) Rentable Area of the Building: The amount of square footage set forth in ----------------------------- 1.01(9). (30) Rentable Area of the Initial Premises: The amount of square footage set ------------------------------------- forth in 1.01(10). (31) Rent Adjustment: Any amounts owed by Tenant for payment of Operating --------------- Expenses or Taxes. The Rent Adjustments shall be determined and paid as provided in Article Four. 6 (32) Rent Adjustment Deposit: An amount equal to the Rent Adjustments ----------------------- attributable to each month within the latest Adjustment Year for which the Rent Adjustment has been determined. Landlord shall estimate the Rent Adjustment Deposit for the remainder of the first calendar year of this Lease based on the Taxes and Operating Expenses of the Property. (33) Substantially Complete: The completion of repair and/or restoration work ---------------------- pursuant to Article Fourteen of this Lease or otherwise, except for minor insubstantial details of construction, decoration or mechanical adjustments which remain to be done and which do not interfere with Tenant's use of the Initial Premises for Tenant's business purpose and the completion of all work required by Landlord pursuant to the terms of this Lease, including those set forth on Exhibit F hereto with respect to the Premises. (34) Taxes: All federal, state and local governmental taxes, assessments and ----- charges of every kind or nature, whether general, special, ordinary or extraordinary, which Landlord shall pay or become obligated to pay because of or in connection with the ownership, leasing, management, control or operation of the Property or any of its components, or any personal property used in connection therewith, which shall also include any rental or similar taxes levied in lieu of or in addition to general real and/or personal property taxes. For purposes hereof, Taxes for any year shall be Taxes which are assessed or become a lien during such year, whether or not such taxes are billed and payable in a subsequent calendar year. There shall be included in Taxes for any year the amount of all fees, costs and expenses (including reasonable attorneys' fees) paid by Landlord during such year in seeking or obtaining any refund or reduction of Taxes. Taxes for any year shall be reduced by the net amount of any tax refund received by Landlord attributable to such year. If a special assessment payable in installments is levied against any part of the Property, Taxes for any year shall include only the installment of such assessment and any interest payable or paid during such year. Taxes shall not include any federal, state or local government inheritance, general income, gift or estate taxes, except that if a change occurs in the method of taxation resulting in whole or in part in the substitution of any such taxes or franchise or capital stock taxes, or any other assessment, for any Taxes as above defined, such substituted taxes or assessments shall be included in the Taxes. (35) Tenant Additions: Collectively, Tenant Work and Tenant Alterations. ---------------- (36) Tenant Alterations: Any alterations, improvements, additions, ------------------ installations or construction in or to the Premises or any Building systems serving the Premises; and any supplementary air-conditioning systems installed by Landlord or by Tenant at Landlord's request pursuant to Section 6.01(b). (37) Tenant Work: The work specified in Section 2.05. ----------- (38) Tenant's Share: The percentage specified in Section 1.01(13) which -------------- represents the ratio of the Rentable Area of the Premises to the Rentable Area of the Building. 7 (39) Term: The term of this Lease commencing on the Commencement Date and ---- expiring on the Expiration Date. (40) Termination Date: The Expiration Date or such earlier date as this Lease ---------------- terminates or Tenant's right to possession of the Premises terminates. (41) Workletter: The terms and provisions regarding the manner of completion of ---------- Tenant Work attached as Exhibit B attached hereto. --------- ARTICLE TWO PREMISES, TERM AND FAILURE TO GIVE POSSESSION 2.01 LEASE OF PREMISES Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for the Term and upon the terms, covenants and conditions provided in this Lease. In the event Landlord delivers possession of the Premises to Tenant prior to the Commencement Date, Tenant shall be subject to all of the terms, covenants and conditions of this Lease (except with respect to the payment of Rent) as of the date of such possession. 2.02 TERM: TERMINATION OF PRIOR LEASE The Commencement Date shall be January 1, 2001 and Tenant is currently in possession of the Initial Premises in accordance with the terms of the Prior Lease. Commencing on the Commencement Date, the term of the Prior Lease shall terminate and expire (the "Effective Date") as if such date were the stated expiration date of the term of the Prior Lease; provided, however, Tenant and Landlord shall not be released from any liability under the Prior Lease accruing before the Effective Date. Landlord and Tenant shall each fully comply with all of their respective obligations under the Prior Lease through the Effective Date 2.03 INTENTIONALLY OMITTED 2.04 AREA OF PREMISES Landlord and Tenant agree that for all purposes of this Lease the Rentable Area of the Initial Premises and the Rentable Area of the Building as set forth in Article One have been measured according to the 1990 BOMA standard and are controlling, and are not subject to revision after the date of this Lease. Any space leased prior to December 31, 2001 in accordance with the provisions of this Lease will use the same 1990 BOMA standard. For any space leased on or after January 1, 2002 pursuant to any provision or option contained in this Lease, Landlord will measure such space consistent with the BOMA standard being utilized within the Building at the time such space is added to the Premises. 8 2.05 CONDITION OF PREMISES The Initial Premises are currently occupied by Tenant and have been accepted in their AS IS condition and Landlord has no obligation to make any improvement to the Initial Premises, provided however, that Landlord shall contribute an amount (the "Contribution") equal to One Million Nine Hundred Thirty-Six Thousand Four Hundred Fifty-Five and No/100 Dollars ($1,936,455.00)(based on $15.00 per rentable square foot) to be applied to Tenant's completion of such improvements and additions to the Initial Premises as Tenant deems desirable including all construction improvements, architectural and engineering fees, third party construction consultants, FF&E expenses, or teledata related costs (the "Tenant Work"). The Contribution shall be distributed in accordance with the terms and conditions set forth in Exhibit B or applied as a Rent Credit as hereinafter --------- provided. Tenant shall complete the Work in accordance with the terms of this Lease, including, without limitation, Exhibit B. The Contribution shall be --------- available for Tenant's use anytime from the date this Lease is fully executed by both parties through June 30, 2002. If the costs of completing the Tenant Work exceeds the sum of the Contribution, Tenant shall pay all such costs. All requests for disbursements from the Contribution must be received no later than October 31, 2001. Any unused portion of the Contribution which is not disbursed by December 31, 2001, as provided above, shall be applied against the next installments of Rent due from Tenant (the "Rent Credit"). In the event that Tenant fails to use all of the Contribution as set forth above, or apply it as Rent Credit, on or before December 31, 2002, Landlord shall have no further obligation to either disburse such remaining funds or to apply such remaining funds as Rent Credit and any unused Contribution shall be retained by Landlord for its own use. No agreement of Landlord to alter, remodel, decorate, clean or improve the Initial Premises, the Premises or the Real Property and no representation regarding the condition of the Initial Premises or the Premises or the Real Property has been made by or on behalf of Landlord to Tenant, except as may be specifically stated in this Lease (including, without limitation, Articles Twenty-Seven and Twenty-Eight) or in the Workletter. ARTICLE THREE RENT Tenant agrees to pay to Landlord at the office specified in Section 1.01(2), or to such other persons, or at such other places designated by Landlord, without any prior demand therefor in immediately available funds and without any deduction or offset whatsoever (except as specifically provided for in this Lease), Rent, including, without limitation, Monthly Base Rent and Rent Adjustments in accordance with Article Four, during the Term. Monthly Base Rent shall be paid monthly in advance on the first day of each month of the Term, except that the first installment of Monthly Base Rent shall be paid by Tenant to Landlord on the Commencement Date. Monthly Base Rent shall be prorated for partial months within the Term. Rent which remains unpaid five (5) days after the due date shall bear interest at the Default Rate. Tenant's covenant to pay Rent shall be independent of every other covenant in this Lease. 9 ARTICLE FOUR RENT ADJUSTMENTS AND PAYMENTS 4.01 RENT ADJUSTMENTS (a) Tenant shall pay to Landlord Rent Adjustments during the Term as follows: (i) The Rent Adjustment Deposit representing Tenant's Share of Operating Expenses and Taxes attributable to any calendar year (or portion thereof) monthly during the Term with the payment of Monthly Base Rent except the first installment which shall be paid by Tenant to Landlord on the Commencement Date; and (ii) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.02. (b) Notwithstanding anything to the contrary contained herein, for the initial five (5) years (January 1, 2001 through December 31, 2005) of this Lease, solely for purposes of calculating Rent Adjustments, Controllable Operating Expenses (as defined below) for the period from the Commencement Date through December 31, 2005 shall not exceed a 6% cumulative, compounded annual rate of the total actual Controllable Operating Expenses for the Building (the "Cap Amount") for the entire calendar year 2000 ("Base Year"). For purposes of this subparagraph (b), "Controllable Operating Expenses" shall mean only those items of Operating Expenses where the cost or expense thereof shall be within the reasonable ability of Landlord to control on a per annum basis, from time to time, and shall not include the following items (i) insurance, (ii) collectively bargained union wages, and (iii) electricity and other utilities, as well as any other items where the cost or expense thereof is beyond the reasonable ability of Landlord to control. Such limitation on Controllable Operating Expenses shall apply only to Controllable Operating Expenses and not to other items of Operating Expenses and shall not limit or otherwise affect Tenant's obligations regarding the payment of any component of Rent other than the Controllable Operating Expenses component of Rent Adjustment. Notwithstanding any of the foregoing provisions of this subparagraph (b), the 6% cap, cumulative, compounded annual rate for the initial five (5) years means that if the Controllable Operating Expenses in the first year are less than 6%, but they exceed such amount in the second year, Landlord can recapture the amount up to the applicable Cap Amount ("Excess Costs") and in the further event in any prior or subsequent calendar years the Controllable Operating Expenses were less than the applicable Cap Amount ("Excess Savings"), Landlord shall have the right to charge Tenant, in addition to the Rent Adjustment otherwise due Landlord for the applicable calendar year, the Excess Costs up to the amount of the Excess Savings. Several samples of how this might work are set forth in Schedule One attached hereto and made a part hereof. The limitation on Controllable Operating Expenses set forth in this subparagraph (b) shall not be applicable during any time period other than as set forth above. 10 4.02 STATEMENT OF LANDLORD As soon as feasible (as determined by Landlord) after the expiration of each calendar year of this Lease, Landlord will furnish Tenant a statement ("Landlord's Statement") prepared according to generally accepted accounting principles consistently applied, and certified by Landlord's then regularly employed independent certified public accountant (the "CPA") to have been prepared in conformity with the terms and provisions of this Lease, and containing a schedule substantially similar to that shown as Exhibit G. --------- Landlord's Statement shall also show the following: (i) Operating Expenses and Taxes for the Adjustment Year; (ii) The amount of Rent Adjustments due Landlord for the Adjustment Year, less credit for Rent Adjustment Deposits paid, if any; and (iii) The Rent Adjustment Deposit due monthly in the calendar year next following the Adjustment Year including the amount or revised amount due for months prior to the rendition of the statement. Tenant shall pay to Landlord within thirty (30) days after receipt of such statement any amounts for Rent Adjustments then due in accordance with Landlord's Statement. Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the Rent Adjustment Deposits next coming due, or refunded to Tenant within thirty (30) days if the Term has already expired provided Tenant is not then in Default. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or refund to Tenant by reason of this Section 4.02. Landlord's failure to deliver Landlord's Statement or in computing the amount of the Rent Adjustments shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a release of Tenant's obligations to pay such amounts. The Rent Adjustment Deposit shall be credited against Rent Adjustments due for the applicable Adjustment Year. During the last complete calendar year or during any partial calendar year in which the Lease terminates, Landlord may include in the Rent Adjustment Deposit its estimate of Rent Adjustments which may not be finally determined until after the termination of this Lease. Tenant's obligation to pay Rent Adjustments survives the expiration or termination of the Lease. Landlord's obligation to refund any amounts due from Landlord to Tenant hereunder shall survive expiration or termination of this Lease. Notwithstanding the foregoing, in no event shall the sum of Monthly Base Rent and the Rent Adjustments be less than the Monthly Base Rent payable. 4.03 BOOKS AND RECORDS (a) Landlord shall maintain books and records showing Operating Expenses and Taxes in accordance with sound accounting and management practices, consistently applied. Tenant or its representative (which representative shall be a certified public accountant licensed to do business in the state in which the Property is located) shall have the right, for a period of ninety (90) days following the date upon which Landlord's Statement is delivered to Tenant, to examine the Landlord's books and records with respect to the items in the foregoing statement of Operating Expenses and Taxes during normal business hours, upon written notice, delivered at least three (3) 11 business days in advance. If Tenant does not object in writing to Landlord's Statement within one hundred fifty (150) days of Tenant's receipt thereof, specifying the nature of the item in dispute and the reasons therefor, then Landlord's Statement shall be considered final and accepted by Tenant. Any dispute raised by Tenant shall be submitted to and resolved by CPA. Any amount due to the Landlord as shown on Landlord's Statement, whether or not disputed by Tenant as provided herein shall be paid by Tenant when due as provided above, without prejudice to any such written exception. (b) In the event such audit discloses (i) errors made during the prior calendar year which, when totaled, established that the sum overcharged to and paid by Tenant exceeds four percent (4%) of the actual (as distinguished from estimated) amount of Tenant's Share of Operating Expenses and Taxes, Tenant's reasonable costs of the audit shall be paid by Landlord, or (ii) no errors or an error which equals or is less than four percent (4%), Tenant's costs of the audit shall be paid by Tenant. If the audit determines that any sums are due and owing Tenant, such sums shall be credited to the Rent Adjustment Deposits next coming due or refunded to Tenant within thirty (30) days if this Lease has been terminated. (c) Tenant acknowledges and agrees that it is a condition of Tenant's right to conduct an audit pursuant to the foregoing, that Tenant and/or its representative, prior to commencement of such audit, execute a confidentiality agreement whereby Tenant and/or its representative agree to keep confidential and not disclose to any other party ( other than Tenant's employees involved in such audit, and other professionals directly involved in the audit or results thereof) the results of any such audit or any action taken by Landlord in response thereto, except if required to disclose such information as required by applicable law or court order. (d) In the event Landlord sells the Building to an entity unrelated to Metropolitan Life Insurance Company, a New York corporation, then Section 4.03(d) hereof shall be replaced with the following: "The fees of the CPA with respect to such dispute shall be paid by Tenant, unless the total amount of the Operating Expense and Tax Adjustment as provided in Landlord's Statement exceeds the total amount of the finally determined Operating Expense and Tax Adjustment (the "Audited Differential") by more than $25,000 and less than 4%, in which event, Landlord will reimburse Tenant for its actual costs not to exceed $5,000. In the event the Audited Differential is over 4% the finally determined Operating Expense and Tax Adjustment, Landlord will reimburse Tenant for its actual costs." 4.04 PARTIAL OCCUPANCY For purposes of determining Rent Adjustments for any Adjustment Year if the Building is not fully rented during all or a portion of any year, Landlord may make appropriate adjustments to the Operating Expenses for such Adjustment Year employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building been 95% occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such Adjustment 12 Year. In the event that the Real Property is not fully assessed for any year, then Taxes shall be adjusted to an amount which would have been payable in such year if the Real Property had been fully assessed. In the event any other tenant in the building provides itself with a service which Landlord would supply under the Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In no event shall Landlord be entitled to collect more than 100% of the Operating Expenses and/or Taxes (as the case may be) for any Adjustment Year. ARTICLE FIVE INTENTIONALLY OMITTED ARTICLE SIX SERVICES 6.01 LANDLORD'S GENERAL SERVICES (a) So long as the Lease is in full force and effect, Landlord shall furnish the following services: (i) heat and air-conditioning in the Premises, Monday through Friday from 8:00 A.M. to 6:00 P.M., Saturday, from 8:00 A.M. to 1:00 P.M., excluding National Holidays, as necessary in Landlord's reasonable judgment for the comfortable occupancy of the Premises under normal business operations, subject to compliance with all applicable voluntary and mandatory regulations and laws. The current parameters for the HVAC system are set forth on Exhibit E attached hereto and are subject to change --------- as required by Law; (ii) cold water for use in drinking fountains and tempered and cold water for use in lavatories in common with other tenants from the regular supply of the Building; (iii) customary cleaning and janitorial services in the Premises Monday through Friday, excluding National Holidays, in accordance with the Cleaning Specifications attached hereto as Exhibit D; --------- (iv) washing of the outside windows in the Premises weather permitting and washing of the inside windows, both at intervals determined by Landlord but in no event less than three (3) times per year for each; (v) automatic passenger elevator service in common with other tenants of the Building and freight elevator service subject to reasonable scheduling by Landlord and payment of Landlord's standard charges; (vi) security services consistent with Class A Properties in downtown Chicago, including, but not limited to 24 hour manned security in the lobby or such other security services as may be used by such Properties; 13 (vii) use of dock berths with access from LaSalle and/or Wells Streets for deliveries during normal business hours; (b) Wherever heat generating machines or equipment are used in the Premises which affect temperature otherwise maintained by the air-conditioning system, Landlord reserves the right to require Tenant to provide, install, operate and maintain supplementary air-conditioning units in the Premises at Tenant's sole cost and expense. (c) Tenant shall pay Landlord at rates fixed by Landlord for all tenants in the Building, charges for all water furnished to the Premises for other purposes, including the expenses of installation of a water line, meter and fixtures. (d) If requested by Tenant and subject to available capacity, Landlord agrees to provide condenser water to the Premises throughout the year. The cost of the condenser water and any metering and hookup costs shall be at Tenant's expense and shall be at rates then fixed by Landlord for all tenants in the Building. 6.02 ELECTRICAL SERVICES (a) Landlord will provide electricity for the Premises for the Tenant's lighting and general office use of 5.6 watts per usable square foot or 4.8 watts per rentable square foot. The Building shall be serviced by a minimum of two (2) separate electrical power feeds each served by a separate substation and with an automatic throw-over switch. The Tenant's Premises will be separately metered and the Tenant shall directly pay the public utility for all electricity use pursuant to the paragraph. (b) The electricity used during the performance of janitorial service or the making of alterations or repairs in the Premises by Landlord shall be paid by Tenant. Landlord reserves the right to provide electricity to Tenant and in such event Tenant agrees to purchase electricity from Landlord at rates which shall not exceed the reasonably competitive rates for such service charged to tenants by other potential utility providers in downtown Chicago, Illinois for space comparable in size to the space leased to Tenant. Tenant shall make no alterations or additions to the electric equipment or systems without the prior written consent of the Landlord in each instance. (c) Tenant shall make all necessary arrangements with the utility provider chosen by Landlord for furnishing, metering and paying for electricity furnished by it to Tenant and consumed on the Premises. Landlord shall permit Landlord's wire and conduits, to the extent available and safely capable, to be used for such purposes. 6.03 ADDITIONAL AND AFTER-HOUR SERVICES At Tenant's request, Landlord shall furnish additional quantities of any of the services or utilities specified in Section 6.01, if Landlord can reasonably do so, on the terms set forth herein. Tenant shall deliver to Landlord a written request for such additional services or utilities prior to 2:00 P.M. on Monday through Friday (except National Holidays) for service on those days, and prior to 2:00 P.M. on the last business day prior to Saturday, Sunday or a National Holiday. For services or 14 utilities requested by Tenant and furnished by Landlord, Tenant shall pay to Landlord as a charge therefor Landlord's prevailing rates for such services and utilities within thirty (30) days after receipt from Landlord of an invoice for such services. If Tenant shall fail to make any such payment within sixty (60) days of the date when due, Landlord may, upon notice to Tenant and in addition to Landlord's other remedies under this Lease, discontinue any or all of such additional services. 6.04 PHONE SERVICES All new telegraph, telephone, and electric connections or modifications to existing systems which Tenant may desire shall be first approved by Landlord in writing, before the same are installed, and the location of all wires and the work in connection therewith shall be subject to the direction of Landlord. Landlord reserves the right to restrict and control access to telephone cabinets. Tenant shall be responsible for and shall pay all costs incurred in connection with the installation of telephone cables and related wiring in the Premises, including, without limitation, any hook-up, access and maintenance fees related to the installation of such wires and cables in the Premises and the commencement of service therein, and the maintenance thereafter of such wire and cables; and there shall be included in Operating Expenses for the Building all installation, hook-up or maintenance costs incurred by Landlord in connection with telephone cables and related wiring in the Building which are not allocable to any individual users of such service but are allocable to the Building generally. If Tenant fails to maintain all telephone cables and related wiring in the Premises and such failure affects or interferes with the operation or maintenance of any other telephone cables or related wiring in the Building, Landlord or any vendor hired by Landlord may enter into and upon the Premises in accordance with the provisions of Section 7.02 and perform such repairs, restorations or alterations as Landlord deems reasonably necessary in order to eliminate any such interference (and Landlord may recover from Tenant all of Landlord's reasonable costs in connection therewith). Tenant agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant, or any of Tenant's employees, agents, customers or invitees or anyone claiming through, by or under Tenant, for any damages, injuries, losses, expenses, claims or causes of action because of any interruption, diminution, delay or discontinuance at any time for any reason in the furnishing of any telephone service to the Premises and the Building unless caused by the negligent acts or omissions or willful misconduct of Landlord or that of its agents or employees. 6.05 DELAYS IN FURNISHING SERVICES Tenant agrees that Landlord shall not be in breach of this Lease nor be liable to Tenant for damages or otherwise, for any failure to furnish, or a delay in furnishing, or a change in the quantity or character of any service, including but not limited to phone services as set forth in Section 6.04 hereof, when such failure or delay is occasioned, in whole or in part, by repairs, improvements or mechanical breakdowns by the act or default of Tenant or other parties or by an event of Force Majeure. No such failure or delay shall be deemed to be an eviction or disturbance of Tenant's use and possession of the Premises, or relieve Tenant from paying Rent or from performing any other obligations of Tenant under this Lease, without any deduction or offset. Failure to any extent to make available, or any slowdown, stoppage, or interruption of, the specified utility services resulting from Landlord's compliance with any voluntary or similar governmental or business 15 guidelines now or hereafter published or any requirements now or hereafter established by any governmental agency, board, or bureau having jurisdiction over the operation of the Building shall not render Landlord liable in any respect for damages to either persons, property, or business, nor be construed as an eviction of Tenant or work an abatement of Rent, nor relieve Tenant of Tenant's obligations for fulfillment of any covenant or agreement hereof. Should any equipment or machinery furnished by Landlord break down or for any cause cease to function properly, Landlord shall use reasonable diligence to repair same promptly, but Tenant shall have no claim for abatement of Rent or damages on account of any interruption of service occasioned thereby or resulting therefrom, except as specifically set forth in this Lease. Notwithstanding the above, except for the interruption of the foregoing services arising by reason of fire or casualty loss provided for in Article 14, any interruption of the foregoing services which "materially interferes" with Tenant's use of any part of the Premises (other than an interruption of such services caused by the act or default of Tenant, its employees, agents, customers or invitees) for a period of ten (10) consecutive days after notice by Tenant to Landlord of such interruption of service shall entitle Tenant to abate the Monthly Base Rent and Rent Adjustment under this Lease for that portion of the Premises which are untenantable for the period commencing on the eleventh (11/th/) day of interruption of such services and terminating on the day of restoration of the services. For purposes of this Section 6.05, material interference with Tenant's use of the Premises shall occur when Tenant shall be prevented from using the Premises for general office purposes as a consequence of Landlord's inability to provide the services specified in Section 6.01. In no event shall Landlord be liable for any damages, consequential or otherwise. In the event that any of the services referred to in Article Six are not provided for an aggregate of one hundred eighty (180) days during any twelve (12) month period and said lack of services is deemed to be a material and substantial interference with the business of Tenant and such interruption is due to the fault of Landlord and/or its service provider and not the fault of a service provider selected by Tenant, Tenant may then terminate this Lease by giving Landlord ten (10) days written notice of its intention to terminate the Lease (the "Casualty Termination Notice"), which termination shall be effective on the tenth day after the date of such Casualty Termination Notice. If Landlord gives Tenant notice within said ten (10) day period that it will be able to complete the repairs to the Premises within the next sixty (60) days, the Casualty Termination Notice will be null and void and the Lease will remain in full force and effect as if the Casualty Termination Notice had never been given. In the event that Landlord fails to complete the repairs to the Premises within said sixty (60) day period, Tenant may again exercise its right to terminate this Lease by giving Landlord the Casualty Termination Notice as set forth above, and the termination shall be effective on the tenth day after the date of such Casualty Termination Notice. 6.06 CHOICE OF SERVICE PROVIDER Tenant acknowledges that Landlord may, at Landlord's sole option, to the extent permitted by applicable law, elect to change, from time to time, the company or companies which provide services (including, without limitation, electrical service, gas service and water) to the Building, the Premises and/or its occupants. Landlord shall endeavor to give Tenant not less than thirty (30) days notice of any scheduled change. Notwithstanding anything to the contrary set forth in this Lease, Tenant acknowledges that Landlord has not and does not make any representations or warranties concerning the identity or identities of the company or companies which provide services to the 16 Building and the Premises or its occupants and Tenant acknowledges that the choice of service providers and matters concerning the engagement and termination thereof shall be solely that of Landlord. The foregoing provision is not intended to modify, amend, change or otherwise derogate any provision of this Lease concerning the nature or type of service to be provided or any specific information concerning the amount thereof to be provided. Tenant agrees to cooperate with Landlord and each of its service providers in connection with any change in service or provider. ARTICLE SEVEN POSSESSION, USE AND CONDITION OF PREMISES 7.01 POSSESSION AND USE OF PREMISES (a) Tenant is already in possession of the Initial Premises under the Prior Lease. Tenant shall occupy and use the Premises only for the uses specified in Section 1.01(14) to conduct Tenant's business. Notwithstanding the foregoing, Tenant's use of the Premises will include use of mail carts for internal deliveries on the passenger elevators and Landlord agrees to such use provided such carts are approved by Landlord and provided such use does not unreasonably interfere with use by other tenants of the Building. Tenant shall not occupy or use the Premises (or permit the use or occupancy of the Premises) for any purpose or in any manner which: (1) is unlawful or in violation of any Law or Environmental Law; (2) may be dangerous to persons or property or which may increase the cost of, or invalidate, any policy of insurance carried on the Building or covering its operations; (3) is contrary to or prohibited by the terms and conditions of this Lease or the rules of the Building set forth in Article Eighteen; or (4) would tend to create or continue a nuisance. (b) Tenant as to the Premises and Landlord as to the Property excepting the Premises shall each comply with all Environmental Laws concerning the proper storage, handling and disposal of any Hazardous Material. Tenant shall not generate, store, handle or dispose of any Hazardous Material in, on, or about the Property without the prior written consent of Landlord, except that Tenant may use and store small quantities of cleaning and office supplies which may constitute Hazardous Materials, so long as such use and storage complies with all applicable Laws. In the event that Tenant is notified of any investigation or violation of any Environmental Law arising from Tenant's activities at the Premises, Tenant shall immediately deliver to Landlord a copy of such notice. In such event or in the event Landlord reasonably believes that a violation of Environmental Law exists, subject to the terms of this Lease, Landlord may conduct such tests and studies relating to compliance by Tenant with Environmental Laws or the alleged presence of Hazardous Materials upon the Premises as Landlord deems reasonably desirable, all of which shall be completed at Tenant's expense; provided (i) Landlord gives Tenant reasonable prior notice; Landlord and Tenant reach a reasonable agreement as to the scheduling of such tests and studies; and (iii) Landlord does not materially, adversely affect Tenant's use and occupancy of the Premises and does not cause damage to Tenant's equipment and leasehold improvements. Landlord's inspection and testing rights are for Landlord's own protection only, and Landlord has not, and shall not be deemed to have assumed any responsibility to Tenant or any other party for compliance with Environmental Laws, as a result of the exercise, or non-exercise of such 17 rights. In the event Tenant, its agents, servants and/or employees introduces to the Premises during the Lease Term any Hazardous Material, Tenant shall indemnify, defend, protect and hold harmless Landlord and any Mortgagee or Ground Lessor from any and all Premises related clean up losses, claims, expenses, liability and costs (including reasonable attorneys' fees) which Landlord may incur by reason of Tenant's introduction to the Premises during the Lease Term of Hazardous Material. If any Hazardous Material is released, discharged or disposed of on or about the Property and such release, discharge or disposal is not caused by Tenant or other occupants of the Premises, or their employees, agents or contractors, such release, discharge or disposal shall be deemed casualty damage under Article Fourteen to the extent that the Premises are affected thereby; in such case, Landlord and Tenant shall have the obligations and rights respecting such casualty damage provided under such Article. Any indemnification, exculpation or waiver provision under this Section 7.01(b) shall not be deemed to exculpate or indemnify Landlord against its own negligence or that of its agents, or servants or employees. Notwithstanding anything to the contrary contained in the foregoing, Landlord represents that, to the best of Landlord's knowledge, on the date this Lease is fully executed, the Premises and the Building are in compliance of all Environmental Laws concerning the proper storage, handling and disposal of any Hazardous Material. For purposes of this representation, "to the best of Landlord's knowledge" shall mean the knowledge of Owner's Representative. (c) Landlord and Tenant acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C (S)12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the "ADA") establish requirements for business operations, accessibility and barrier removal, and that such requirements may or may not apply to the Premises and the Building depending on, among other things: (1) whether Tenant's business is deemed a "public accommodation" or "commercial facility", (2) whether such requirements are "readily achievable", and (3) whether a given alteration affects a "primary function area" or triggers "path of travel" requirements. The parties hereby agree that: (a) Landlord shall be responsible for ADA Title III compliance in the Common Areas, except as provided below, (b) Tenant shall be responsible for ADA Title III compliance in the Premises, including any leasehold improvements or other work to be performed in the Premises under or in connection with this Lease, (c) Tenant shall be responsible for the cost of, ADA Title III "path of travel" requirements triggered by alterations in the Premises, and (d) Tenant shall be responsible for the cost of, ADA Title III compliance in the Common Areas necessitated by the Building being deemed to be a "public accommodation" instead of a "commercial facility" as a result of Tenant's use of the Premises. Tenant shall be solely responsible for requirements under Title I of the ADA relating to Tenant's employees. Landlord represents that, to the best of Landlord's knowledge, on the date this Lease is executed, the Building and the Common Areas are in compliance with the ADA. For purposes of this representation, "to the best of Landlord's knowledge" shall mean the knowledge of Owner's Representative. 18 7.02 LANDLORD ACCESS TO PREMISES, APPROVALS (a) Tenant shall permit Landlord to erect, use and maintain pipes, ducts, wiring and conduits in and through the Premises, so long as Tenant's use, layout or design of the Premises is not materially affected or altered. Landlord or Landlord's agents shall have the right to enter upon the Premises in the event of an emergency, or, after twenty-four (24) hours advance notice to Tenant and the opportunity to have a representative present, to inspect the Premises, to perform janitorial and other services, to conduct safety and other testing in the Premises and to make such routine repairs, alterations, improvements or additions to the Premises or the Building or other parts of the Property as Landlord may deem necessary or desirable including, without limitation, all alterations, improvements and additions in connection with a change in service provider or providers). Janitorial and cleaning services shall be performed after normal business hours. In connection therewith, Landlord shall be allowed to store on the Premises all necessary supplies and materials. Any entry by Landlord for any purpose other than in an emergency may be during normal business hours, upon notice, given at least twenty-four (24) hours in advance and Landlord shall use reasonable efforts to ensure that any such entry shall not materially interfere with Tenant's occupancy of the Premises. An emergency exists where entry is necessary, in Landlord's reasonable judgment, to prevent or lessen injury to persons or property. (b) If Landlord's entry is to make routine repairs, alterations, improvements or additions to the Premises or the Building which do not cause any disruption to Tenant's business, Tenant need not be personally present to permit such entry into the Premises, but may choose to do so in connection with the provisions of subsection (a) above. However, when for any other reason an entry therein shall be necessary or permissible, Landlord (or Landlord's agents), after attempting to notify Tenant (unless Landlord believes an emergency situation exists), may enter the Premises without rendering Landlord or its agents liable therefor (if during such entry Landlord or Landlord's agent shall accord reasonable care to Tenant's property), and without relieving Tenant of any obligations under this Lease. (c) Landlord may enter the Premises for the purpose of conducting such inspections, tests and studies as Landlord may deem desirable or necessary to confirm Tenant's compliance with all Laws and Environmental Laws or for other purposes necessary in Landlord's reasonable judgment to ensure the sound condition of the Building and the systems serving the Building so long as Landlord (i) does not materially, adversely affect Tenant's use and occupancy of the Premises, (ii) does not cause damage to Tenant's equipment and leasehold improvements and (iii) complies with the provisions of this Section 7.02. Landlord's rights under this Section 7.02(c) are for Landlord's own protection only, and Landlord has not, and shall not be deemed to have assumed any responsibility to Tenant or any other party for compliance with Laws or Environmental Laws, as a result of the exercise or non-exercise of such rights. (d) Landlord may do any of the foregoing, or undertake any of the inspection or work described in the preceding paragraphs without such action constituting an actual or constructive eviction of Tenant, in whole or in part, or giving rise to an abatement of Rent by reason of loss or interruption of business of the Tenant, or otherwise. 19 7.03 QUIET ENJOYMENT Landlord covenants that so long as Tenant is in compliance with the covenants and conditions set forth in this Lease, Tenant shall have the right to quiet enjoyment of the Premises without hindrance or interference from Landlord or those claiming through Landlord, and subject to the rights of any Mortgagee or ground lessor. ARTICLE EIGHT MAINTENANCE 8.01 LANDLORD'S MAINTENANCE Subject to the provisions of Article Fourteen, Landlord shall maintain and make necessary repairs to the foundations, roofs, exterior walls, and the structural elements of the Building, the electrical, plumbing, heating, ventilating and air-conditioning, mechanical, communication, security and the fire and life safety systems of the Building and those corridors, washrooms and lobbies which are Common Areas of the Building in compliance with all Laws and in a manner consistent with Class A Properties in downtown Chicago, except that: (a) Landlord shall not be responsible for the maintenance or repair of any floor or wall coverings in the Premises or any of such systems which are located within the Premises and are supplemental or special to the Building's standard systems; and (b) the cost of performing any of said maintenance or repairs whether to the Premises or to the Building caused by the negligence of Tenant, its employees, agents, servants, licensees, subtenants, contractors or invitees, shall be paid by Tenant, subject to the waivers set forth in Section 16.04. Landlord shall not be liable to Tenant for any expense, injury, loss or damage resulting from work done in or upon, or in connection with the use of, any adjacent or nearby building, land, street, or alley. 8.02 TENANT'S MAINTENANCE Subject to the provisions of Article Fourteen, Tenant, at its expense, shall keep and maintain the Premises and all Tenant Additions in good order, condition and repair and in accordance with all Laws and Environmental Laws. Tenant shall not permit waste and shall promptly and adequately repair all damages to the Premises and replace or repair all damaged or broken glass in the interior of the Premises, fixtures or appurtenances. Any repairs or maintenance shall be completed with materials of similar quality to the original materials, all such work to be completed under the supervision of Landlord. Any such repairs or maintenance shall be performed only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, and whose work will not cause or threaten to cause disharmony or interference with Landlord or other tenants in the Building and their respective agents and contractors performing work in or about the Building. If Tenant fails to perform or to diligently commence performance of any of its obligations set forth in this Section 8.02, Landlord may, in its sole discretion and upon 24 hours prior notice to Tenant (except without notice in the case of emergencies), perform the same, and Tenant shall pay to Landlord any costs or expenses incurred by Landlord upon demand. 20 ARTICLE NINE ALTERATIONS AND IMPROVEMENTS 9.01 TENANT'S ALTERATIONS (a) Except for completion of Tenant Work undertaken by Tenant pursuant to the Workletter in accordance with the provisions of Section 2.05, Article Twenty-Seven, Article Twenty-Eight and Article Twenty-Nine of this Lease, the following provisions shall apply to the completion of any Tenant Alterations: (i) Tenant shall not, except as provided herein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, make or cause to be made any Tenant Alterations in or to the Premises or any Building systems serving the Premises. Prior to making any Tenant Alterations, Tenant shall give Landlord ten (10) days prior written notice (or such earlier notice as would be necessary pursuant to applicable Laws) to permit Landlord sufficient time to post appropriate notices of non-responsibility. Subject to all other requirements of this Article Nine, Tenant may undertake Decoration work and engage such contractors and/or subcontractors as Tenant desires without Landlord's prior written consent so long as such contractors and/ or subcontractors do not cause or threaten to cause disharmony or interference with Landlord or other tenants in the Building and their respective agents and contractors performing work in or about the Building. Tenant shall furnish Landlord with the names and addresses of all contractors and subcontractors and copies of all contracts. All Tenant Alterations shall be completed at such time and in such manner as Landlord may from time to time reasonably designate in cooperation with Tenant in order to minimize the time it takes and the cost of such Tenant Alterations, and only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, and whose work will not cause or threaten to cause disharmony or interference with Landlord or other tenants in the Building and their respective agents and contractors performing work in or about the Building. Landlord may further condition its consent upon Tenant furnishing to Landlord and Landlord approving prior to the commencement of any work or delivery of materials to the Premises related to the Tenant Alterations such of the following as specified by Landlord: architectural plans and specifications, opinions from engineers reasonably acceptable to Landlord stating that the Tenant Alterations will not in any way adversely affect the Building's systems, including, without limitation, the mechanical, heating, plumbing, security, ventilating, air-conditioning, electrical, and the fire and life safety systems in the Building, necessary permits and licenses, including, but not limited to the substitution of Tenant's self-certification in connection therewith as may be acceptable to the City of Chicago Building Department from time to time, certificates of insurance, and such other documents in such form reasonably requested by Landlord. Upon completion of the Tenant Alterations, Tenant shall deliver to Landlord final updated construction drawings and a digitized (if available) set of plans and specifications for the Tenant Alterations in connection with any affected area. (ii) Tenant shall pay the cost of all Tenant Alterations and the cost of decorating the Premises and any work to the Building occasioned thereby. In connection with completion of any Tenant Alterations, Landlord agrees it will not impose any fees of any 21 nature upon Tenant for any Tenant Alterations performed pursuant to this section so long as Landlord is not supervising or acting in the capacity of general contractor or construction manager for such work. Upon completion of Tenant Alterations, Tenant shall furnish Landlord with contractors' affidavits and full and final waivers of lien and receipted bills covering all labor and materials expended and used in connection therewith and such other documentation reasonably requested by Landlord or Mortgagee. (iii) Tenant agrees to complete all Tenant Alterations (i) in accordance with all Laws, Environmental Laws, all requirements of applicable insurance companies and in accordance with Landlord's standard construction rules and regulations, and (ii) in a good and workmanlike manner with the use of good grades of materials. Tenant shall notify Landlord immediately if Tenant receives any notice of violation of any Law in connection with completion of any Tenant Alterations and shall immediately take such steps as are necessary to remedy such violation. In no event shall such supervision or right to supervise by Landlord nor shall any approvals given by Landlord under this Lease constitute any warranty by Landlord to Tenant of the adequacy of the design, workmanship or quality of such work or materials for Tenant's intended use or of compliance with the requirements of Section 9.01(a)(3)(i) and (ii) above or impose any liability upon Landlord in connection with the performance of such work. (b) All Tenant Additions whether installed by Landlord or Tenant, shall without compensation or credit to Tenant, become part of the Premises and the property of Landlord at the time of their installation and shall remain in the Premises, unless pursuant to Article Twelve, Tenant may remove them or is required to remove them at Landlord's request. 9.02 LIENS Tenant shall not permit any lien or claim for lien of any mechanic, laborer or supplier or any other lien to be filed against the Building, the Land, the Premises, or any other part of the Property arising out of work performed, or alleged to have been performed by, or at the direction of, or on behalf of Tenant. If any such lien or claim for lien is filed, Tenant shall within thirty (30) days of receiving notice of such lien or claim (a) have such lien or claim for lien released of record or (b) deliver to Landlord a bond or other security in form, content, amount, and issued by surety, reasonably satisfactory to Landlord, indemnifying, protecting, defending and holding harmless the Indemnitees against all costs and liabilities resulting from such lien or claim for lien and the foreclosure or attempted foreclosure thereof. If Tenant fails to take any of the above actions, Landlord, in addition to its rights and remedies under Article Eleven, without investigating the validity of such lien or claim for lien, may pay or discharge the same and Tenant shall, as payment of additional Rent hereunder, reimburse Landlord upon demand for the amount so paid by Landlord, including Landlord's expenses and attorneys' fees. 22 ARTICLE TEN ASSIGNMENT AND SUBLETTING 10.01 ASSIGNMENT AND SUBLETTING (a) Except as otherwise provided in this Section, without the prior written consent of Landlord, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant's interest therein in whole or in part, by operation of law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord ("Tenant's Notice"), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least thirty (30) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.02 within thirty (30) days after receipt of Tenant's Notice (and all required information) and Landlord's notification shall include the reasons for any disapproval. Tenant shall submit for Landlord's approval (which approval shall not be unreasonably withheld) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet. (b) With respect to Landlord's consent to an assignment or sublease, Landlord may take into consideration any factors which Landlord may deem reasonably relevant, and the reasons for which Landlord's denial shall be deemed to be reasonable shall include, without limitation, the following: (i) in Landlord's reasonable judgment, the business reputation or credit standing of any proposed assignee is not acceptable to Landlord; or (ii) in Landlord's reasonable judgment, any proposed assignee's or sublessee's use of the Premises would breach Section 7.01 of the Lease or would breach the provisions of any other leases of tenants in the Building; or (iii) the proposed assignee or sublessee is either a governmental agency, a school or similar operation, or a medical related practice unless, prior to Tenant's request, Landlord has entered into a lease with a substantially similar medical related practice, in which case Landlord shall not deny Tenant's request to sublease the Premises or assign the Lease to such entity merely on that basis; or (iv) the proposed sublessee or assignee is an existing tenant and Landlord is able to accommodate such sublessee or assignee in other space in the Building; provided, however, that if Landlord does not have the space in the building to accommodate the proposed sublessee or assignee (i.e. the proposed sublessee or assignee is in need of 10,000 rentable square feet and there is less then 10,000 rentable square feet available in a 23 contiguous suite in the building) then the fact that the sublessee or assignee is an existing tenant of the Building shall neither be a relevant factor in Landlord's determination whether to consent to such sublease or assignment nor a reason for Landlord's denial of such consent; or In the event Landlord sells the Building to an entity unrelated to Metropolitan Life Insurance Company, a New York corporation, then this subparagraph (iv) shall be replaced with the following: "the proposed sublessee or assignee is an existing tenant and Landlord is able to accommodate such sublessee or assignee in other space in the Building; provided, however, that if Landlord and Tenant's proposed sublessee or assignee cannot agree on the terms of a lease for other space in the Building within 120 days of Tenant's initial notification to Landlord that said proposed sublessee or assignee is interested in Tenant's space and thereafter cannot execute and deliver a lease for such other space in the Building within 180 days of Tenant's initial notification to Landlord that said proposed sublessee or assignee is interested in Tenant's space," (v) the proposed sublessee or assignee would negatively impact the pedestrian traffic to and from the Building; or (vi) a Default then exists under the Lease, or a fact or condition exists, which but for the giving of notice or the passage of time would constitute a Default; or (vii) the assignment of the Lease would assign less than the entire Premises. (c) If Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.02, Landlord shall not unreasonably withhold its consent to a subletting or assignment under this Section 10.01. Any approved sublease or assignment shall be expressly subject to the terms and conditions of this Lease. Any such subtenant or assignee shall execute such documents as Landlord may reasonably require to evidence such subtenant or assignee's assumption of such obligations and liabilities. Within a reasonable period of time after the effective date of an assignment or sublease, Tenant shall deliver to Landlord a copy of all agreements executed by Tenant and the proposed subtenant and assignee with respect to the Premises. Landlord's approval of a sublease or assignment shall not constitute a waiver of Tenant's obligation to obtain Landlord's consent to further assignments or subleases. (d) For purposes of this Article Ten, an assignment shall be deemed to include a change in the majority control of Tenant, resulting from any transfer, sale or assignment of shares of stock of Tenant occurring by operation of law or otherwise if Tenant is a corporation whose shares of stock are not traded publicly. If Tenant is a partnership, any change in the partners of Tenant owning a majority interest in Tenant shall be deemed to be an assignment. (e) Notwithstanding anything to the contrary contained in this Article Ten, Tenant shall have the right, without the prior written consent of Landlord, to sublease the Premises to an Affiliate, or to assign this Lease to an Affiliate, provided, (i) prior to the effective date of the assignment or sublease, Tenant gives Landlord written notice of its intention to assign or sublease 24 and (ii) within a reasonable period of time after the effective date of the assignment or sublease, the assignee or sublessee shall execute documents reasonably satisfactory to Landlord to evidence such subtenant or assignee's assumption of the obligations and liabilities of Tenant under this Lease, except in the case of any assignment which occurs by operation of law (and without a written assignment) as a consequence of merger, consolidation or non-bankruptcy reorganization and (iii) within a reasonable period of time after the effective date of such assignment or sublease, Tenant shall give notice to Landlord which notice shall include the full name and address of the assignee or subtenant, a copy of all agreements executed between Tenant and the assignee or subtenant with respect to the Premises; and such documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the assignment or sublease is to an Affiliate. 10.02 RECAPTURE Except for subleases and assignments made pursuant to Section 10.01(e) to which this Section 10.02 does not apply, and then only if Tenant proposes to sublet or assign greater than 25% of its then leased space in the Building, Landlord shall have the option to exclude from the Premises covered by this Lease ("recapture"), the space proposed to be sublet or subject to the assignment, effective as of the proposed commencement date of such sublease or assignment. If Landlord elects to recapture and gives Tenant notice of such election, Tenant shall have ten (10) days in which to withdraw such sublease or assignment by written notice to Landlord. If Landlord elects to recapture and Tenant does not withdraw the request to sublease or assign, Tenant shall surrender possession of the space proposed to be subleased or subject to the assignment to Landlord on the effective date of recapture of such space from the Premises such date being the Termination Date for such space. Effective as of the date of recapture of any portion of the Premises pursuant to this section, the Monthly Base Rent, Rentable Area of the Premises and Tenant's Share shall be adjusted accordingly. 10.03 EXCESS RENT Except for subleases and assignments made pursuant to Section 10.01(e) and to which Section 10.02 does not apply, Tenant shall pay Landlord on the first day of each month during the term of the sublease or assignment, fifty percent (50%) of the amount by which the sum of all rent and other consideration (direct or indirect) due from the subtenant or assignee for such month exceeds: (i) that portion of the Monthly Base Rent and Rent Adjustments due under this Lease for said month which is allocable to the space sublet or assigned; and (ii) the following costs and expenses for the subletting or assignment of such space: (1) brokerage commissions and attorneys' fees and expenses, (2) advertising for subtenants or assignees; (3) the actual costs paid in making any improvements or substitutions in the Premises required by any sublease or assignment and (4) "free rent" periods, costs of any inducements or concessions given to subtenant or assignee, moving costs, and other amounts in respect of such subtenant's or assignee's other leases or occupancy arrangements. In the event Landlord sells the Building to an entity unrelated to Metropolitan Life Insurance Company, a new York corporation, then the following language shall be added at this point in the document: 25 "and (5) the annual unamortized portion of Tenant's leasehold improvements. Said leasehold improvements shall be capped at $100/rentable square foot (or the Year 2000 equivalent thereof as per RS Means Building Construction Cost Data or its equivalent or successor) on the sublease premises as defined herein and shall be capped at a proportionate share thereof at the time of any future sublease (taking into consideration, the length and point in time of such subleases)." 10.04 TENANT LIABILITY In the event of any sublease or assignment, whether or not with Landlord's consent, Tenant shall not be released or discharged from any liability, whether past, present or future, under this Lease, including any liability arising from the exercise of any renewal or expansion option, to the extent expressly permitted by Landlord. Tenant's liability shall remain primary, and in the event of default by any subtenant, assignee or successor of Tenant in performance or observance of any of the covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said subtenant, assignee or successor. If Landlord grants consent to such sublease or assignment, Tenant shall pay all reasonable attorneys' fees and expenses incurred by Landlord with respect to such assignment or sublease. In addition, if Tenant has any options to extend the term of this Lease or to add other space to the Premises, such options may be available to any subtenant or assignee, directly or indirectly, upon Landlord's express written consent, which may be withheld in Landlord's sole discretion, unless specifically provided otherwise in this Lease. 10.05 ASSUMPTION AND ATTORNMENT If Tenant shall assign this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder in a written instrument satisfactory to Landlord and furnished to Landlord not later than fifteen (15) days prior to the effective date of the assignment. If Tenant shall sublease the Premises as permitted herein, Tenant shall, at Landlord's option, within fifteen (15) days following any request by Landlord, obtain and furnish to Landlord the written agreement of such subtenant to the effect that the subtenant will attorn to Landlord and will pay all subrent directly to Landlord. ARTICLE ELEVEN DEFAULT AND REMEDIES 11.01 EVENTS OF DEFAULT The occurrence or existence of any one or more of the following shall constitute a "Default" by Tenant under this Lease: (a) Tenant fails to pay any installment or other payment of Rent including Rent Adjustment Deposits or Rent Adjustments within five (5) days after the date when due and such failure continues for five (5) business days after Landlord sends Tenant a notice of default; 26 (b) Tenant fails to observe or perform any of the other covenants, conditions or provisions of this Lease or the Workletter and fails to cure such default within thirty (30) days after written notice thereof to Tenant; provided, that if such default is not susceptible to being cured within such thirty (30) day period but Tenant promptly commences and diligently pursues such cure, said thirty (30) day period shall be extended so long as Tenant is actively, diligently and continuously attempting to effectuate such cure (and furnishing Landlord with weekly written status reports on such efforts), unless the default involves a hazardous condition, which shall be cured forthwith, or unless the failure to perform is a Default for which this Lease specifies there is no cure or grace period; (c) the interest of Tenant in this Lease is levied upon under execution or other legal process; (d) a petition is filed by or against Tenant to declare Tenant bankrupt or seeking a plan of reorganization or arrangement under any Chapter of the Bankruptcy Act, or any amendment, replacement or substitution therefor, or to delay payment of, reduce or modify Tenant's debts, which in the case of an involuntary action is not discharged within ninety (90) days; (e) Tenant is declared insolvent by law or any assignment of Tenant's property is made for the benefit of creditors; (f) a receiver is appointed for Tenant or Tenant's property, which appointment is not discharged within ninety (90) days; (g) any action taken by or against Tenant to reorganize or modify Tenant's capital structure in a materially adverse way which in the case of an involuntary action is not discharged within sixty (60) days; or (h) upon the dissolution of Tenant. 11.02 LANDLORD'S REMEDIES (a) If a Default occurs, Landlord shall have the rights and remedies hereinafter set forth, which shall be distinct and cumulative: (i) Landlord may terminate this Lease by giving Tenant notice of Landlord's election to do so, in which event, the term of this Lease shall end and all of Tenant's rights and interests shall expire on the date stated in such notice; (ii) Landlord may terminate Tenant's right of possession of the Premises without terminating this Lease by giving notice to Tenant that Tenant's right of possession shall end on the date specified in such notice; or (iii) Landlord may enforce the provisions of this Lease and may enforce and protect the rights of the Landlord hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy, including recovery of all monies due or to become due for the balance of the Term from Tenant under any of the provisions of this Lease. (b) In the event that Landlord terminates the Lease, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty, the present value of the excess, if any, of (i) 27 Rent for the balance of the Term, plus all Landlord's reasonable expenses of reletting, including without limitation, repairs, alterations, improvements, additions, decorations, legal fees and brokerage commissions (collectively, the "Reletting Expenses"), over (ii) the aggregate amount of Rent actually collected by Landlord for the Premises. In the event that Landlord receives a judgment against Tenant before any Rent is actually collected by Landlord for the Premises under this Section 11.02(b), Landlord shall recalculate the foregoing upon the receipt of any such Rent and shall remit the excess, if any, to Tenant. (c) In the event Landlord proceeds pursuant to subparagraph (a)(ii) above, Landlord may, but shall not be obligated to (except as may be required by law), relet the Premises, or any part thereof for the account of Tenant, for such rent and term and upon such terms and conditions as are reasonably acceptable to Landlord. For purposes of such reletting, Landlord is authorized to decorate, repair, alter and improve the Premises to the extent reasonably necessary or desirable. If the Premises are relet and the consideration realized therefrom after payment of all Landlord's Reletting Expenses, is insufficient to satisfy the payment when due of Rent reserved under this Lease for any monthly period, then Tenant shall pay Landlord upon demand any such deficiency monthly. 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. Tenant agrees that Landlord may file suit to recover any sums due to Landlord hereunder from time to time and that such suit or recovery of any amount due Landlord hereunder shall not be any defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Landlord. (d) In the event a Default occurs, Landlord may, at Landlord's option, enter into the Premises, remove Tenant's property, fixtures, furnishings, signs and other evidences of tenancy, and take and hold such property; provided, however, that such entry and possession shall not terminate this Lease or release Tenant, in whole or in part, from Tenant's obligation to pay the Rent reserved hereunder for the full Term or from any other obligation of Tenant under this Lease. Any and all property which may be removed from the Premises by Landlord pursuant to the authority of the Lease or law, to which Tenant is or may be entitled, may be handled, removed or stored by Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all reasonable expenses incurred in such removal and all storage charges against such property so long as the same shall be in the Landlord's possession or under the Landlord's control. Any such property of Tenant not retaken from storage by Tenant within thirty (30) days after the Termination Date, shall be conclusively presumed to have been conveyed by Tenant to Landlord under this Lease as a bill of sale without further payment or credit by Landlord to Tenant. 11.03 ATTORNEY'S FEES Except as set forth in Article Thirty-Three of this Lease, Tenant shall pay upon demand, all costs and expenses, including reasonable attorneys' fees, incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord's fault, to become involved or concerned. Landlord shall pay upon demand, all costs and expenses, including reasonable attorneys' fees, incurred by Tenant in any litigation, negotiation or transaction in which Landlord causes Tenant, without Tenant's fault, to become involved or concerned. In the case of a 28 dispute between the parties hereto, the prevailing party in such dispute shall not be responsible for its attorney fees and the other party shall pay all such costs. 11.04 BANKRUPTCY The following provisions shall apply in the event of the bankruptcy or insolvency of Tenant: (a) In connection with any proceeding under Chapter 7 of the Bankruptcy Code where the trustee of Tenant elects to assume this Lease for the purposes of assigning it, such election or assignment, may only be made upon compliance with the provisions of (b) and (c) below, which conditions Landlord and Tenant acknowledge to be commercially reasonable. In the event the trustee elects to reject this Lease then Landlord shall immediately be entitled to possession of the Premises without further obligation to Tenant or the trustee. (b) Any election to assume this Lease under Chapter 11 or 13 of the Bankruptcy Code by Tenant as debtor-in-possession or by Tenant's trustee (the "Electing Party") must provide for: The Electing Party to cure or provide to Landlord adequate assurance that it will cure all monetary defaults under this Lease within fifteen (15) days from the date of assumption and it will cure all non-monetary defaults under this Lease within thirty (30) days from the date of assumption. Landlord and Tenant acknowledge such condition to be commercially reasonable. (c) If the Electing Party has assumed this Lease or elects to assign Tenant's interest under this Lease to any other person, such interest may be assigned only if the intended assignee has provided adequate assurance of future performance (as herein defined), of all of the obligations imposed on Tenant under this Lease. For the purposes hereof, "adequate assurance of future performance" means that Landlord has ascertained that each of the following conditions has been satisfied: The assignee has submitted a current financial statement, certified by its chief financial officer, which shows a net worth and working capital in amounts sufficient to assure the future performance by the assignee of Tenant's obligations under this Lease; and Landlord has obtained consents or waivers from any third parties which may be required under a lease, mortgage, financing arrangement, or other agreement by which Landlord is bound, to enable Landlord to permit such assignment. (d) Landlord's acceptance of rent or any other payment from any trustee, receiver, assignee, person, or other entity will not be deemed to have waived, or waive, the requirement of Landlord's consent, Landlord's right to terminate this Lease for any transfer of Tenant's interest under this Lease without such consent, or Landlord's claim for any amount of Rent due from Tenant. 29 11.05 LANDLORD'S DEFAULT Landlord shall be in default hereunder in the event Landlord has not begun and pursued with reasonable diligence the cure of any failure of Landlord to meet its obligations hereunder within thirty (30) days of the receipt by Landlord of written notice from Tenant of the alleged failure to perform. In no event shall Tenant have the right to terminate or rescind this Lease as a result of Landlord's default as to any covenant or agreement contained in this Lease. Tenant hereby waives such remedies of termination and rescission and hereby agrees that Tenant's remedies for default hereunder and for breach of any promise or inducement shall be limited to a suit for damages and/or injunction. In addition, Tenant hereby covenants that, prior to the exercise of any such remedies, it will give the mortgagees holding mortgages on the Building notice and a reasonable time to cure any default by Landlord as set forth in Section 23.02. Notwithstanding anything to the contrary contained in this Lease, if Landlord shall at any time be in default in the performance of any obligation under this Lease and Tenant shall have obtained a monetary judgment from a court of competent jurisdiction, which judgment is not subject to appeal or otherwise stayed by Landlord and which judgment had not been paid by Landlord to Tenant within sixty (60) days after final entry, Tenant shall have the right to offset the amount of such monetary judgment against payment of the next succeeding payments of Rent (including, without limitation, Rent Adjustments) due under this Lease upon prior written notice to Landlord of its intention to do so. ARTICLE TWELVE SURRENDER OF PREMISES 12.01 IN GENERAL Upon the Termination Date, Tenant shall surrender and vacate the Premises immediately and deliver possession thereof to Landlord in a clean, good and tenantable condition, ordinary wear and tear, and damage caused by Landlord excepted. Tenant shall deliver to Landlord all keys to the Premises. Tenant shall remove from the Premises all movable personal property of Tenant and Tenant's trade fixtures. Tenant shall be entitled to remove such Tenant Additions which at the time of their installation Landlord and Tenant agreed may be removed by Tenant. In addition, Landlord shall designate, concurrently with written consent of Tenant's alteration plans, which permanently attached and moveable additions, non-trade fixtures, equipment and other improvements, if any, Tenant shall be required to remove upon Lease termination, and such designation shall not be subject to amendment except by written agreement between Landlord and Tenant. Tenant shall also remove such other Tenant Additions as required by Landlord, including, but not limited to, any Tenant Additions containing Hazardous Materials. Notwithstanding anything to the contrary contained herein, Landlord and Tenant hereby agree that Exhibit H --------- attached hereto and made a part hereof contains a list of categories for removal. The types of items listed thereon shall also be removed by Tenant. Tenant immediately shall repair all damage resulting from removal of any of Tenant's property, furnishings or Tenant Additions and shall restore the Premises to a tenantable condition as reasonably determined by Landlord. In the event possession of the Premises is not delivered to Landlord when required hereunder, or if Tenant shall fail to remove those items described herein, Landlord may (but shall not be obligated to), at 30 Tenant's expense, remove any of such property and store, sell or otherwise deal with such property as provided in Section 11.02(d), including the waiver and indemnity obligations provided in that Section, and undertake, at Tenant's expense such restoration work as Landlord deems necessary or advisable. Notwithstanding anything to the contrary contained herein, Tenant shall, at its sole cost and expense, demolish and remove the Bridge and repair any damage occasioned thereby, including, without limitation, restoration of the facade of the Building, prior to expiration of the Term hereof or upon any termination of this Lease or Tenant's possession under this Lease. 12.02 LANDLORD'S RIGHTS All property which may be removed from the Premises by Landlord shall be conclusively presumed to have been abandoned by Tenant and Landlord may deal with such property as provided in Section 11.02(d). Tenant shall also reimburse Landlord for all costs and expenses incurred by Landlord in removing any of Tenant Additions and in restoring the Premises to the condition required by this Lease at the Termination Date. ARTICLE THIRTEEN HOLDING OVER Tenant shall pay Landlord double the monthly Rent payable for the month immediately preceding the holding over (including increases for Rent Adjustments which Landlord may reasonably estimate) for each month or portion thereof that Tenant retains possession of the Premises, or any portion thereof, after the Termination Date (without reduction for any partial month that Tenant retains possession). Tenant shall also pay all damages sustained by Landlord by reason of such retention of possession. The provisions of this Article shall not constitute a waiver by Landlord of any re-entry rights of Landlord and Tenant's continued occupancy of the Premises shall be as a tenancy in sufferance. ARTICLE FOURTEEN DAMAGE BY FIRE OR OTHER CASUALTY 14.01 SUBSTANTIAL UNTENANTABILITY (a) If any fire or other casualty (whether insured or uninsured) renders all or a substantial portion of the Premises or the Building untenantable, Landlord shall, within sixty (60) days after the occurrence of such damage, estimate the length of time that will be required to Substantially Complete the repair and restoration and shall by notice advise Tenant of such estimate ("Landlord's Notice"). If Landlord estimates that the amount of time required to Substantially Complete such repair and restoration will exceed one hundred eighty (180) days from the date such damage occurred, then Landlord, or Tenant if (i) all or a substantial portion of the Premises is rendered untenantable or (ii) a substantial portion of the Building is rendered untenantable or the portion directly affects Tenant's access to the Premises or its ability to use the Common Areas, shall have the right to terminate this Lease as of the date of such damage upon giving written notice to the other at any time within twenty (20) days after delivery of Landlord's Notice, provided that if 31 Landlord so chooses, Landlord's Notice may also constitute such notice of termination. In addition, if such damage is to the Premises and occurs during the last twelve (12) months of the Term, either Tenant or Landlord shall have the right to terminate this Lease as of the date of such casualty by giving written notice thereof to the other within twenty (20) days after the date of such casualty. As used in this Lease "untenantable" means reasonably incapable of being occupied for its intended use due to damage to the Premises or Building. Notwithstanding anything to the contrary contained herein, neither the Premises nor any portion of the Premises shall be deemed untenantable if Landlord is not required to repair or restore same (or if Landlord is required to repair or restore same, then following such time as Landlord has Substantially Completed the repair or restoration work required to be performed by Landlord) or if Tenant continues to actually occupy the subject portion of the Premises for the ordinary conduct of its business (and not just for the retrieval of files and other information necessary to continue its business operations at another location). (b) Unless this Lease is terminated as provided in the preceding subparagraph, Landlord shall proceed with reasonable promptness to repair and restore the Premises to its condition as existed prior to such casualty, subject to reasonable delays for insurance adjustments and Force Majeure delays, and also subject to zoning laws and building codes then in effect. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease if such repairs and restoration are not in fact completed within the time period estimated by Landlord so long as Landlord shall proceed with reasonable diligence to complete such repairs and restoration. (c) Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damages to the Premises, except for those proceeds of Tenant's insurance of its own personal property, fixtures and equipment which would be or are required to be removable by Tenant at the Termination Date. All such insurance proceeds shall be payable to Landlord whether or not the Premises are to be repaired and restored. (d) Notwithstanding anything to the contrary herein set forth: (i) Landlord shall have no duty pursuant to this Section to repair or restore any portion of any Tenant Additions or to expend for any repair or restoration of the Premises or Building amounts in excess of insurance proceeds paid to Landlord and available for repair or restoration plus any deductible amounts applicable thereto; and (ii) Tenant shall not have the right to terminate this Lease pursuant to this Section if any damage or destruction was caused by the act or neglect of Tenant, its agent or employees. (e) Any repair or restoration of the Premises performed by Tenant shall be in accordance with the provisions of Article Nine hereof. 14.02 INSUBSTANTIAL UNTENANTABILITY If the Premises or the Building is damaged by a casualty but neither is rendered substantially untenantable and Landlord estimates, within sixty (60) days after the occurrence of such damage, that the time to Substantially Complete the repair or restoration will not exceed one hundred eighty 32 (180) days from the date such damage occurred, then Landlord shall proceed to repair and restore the Building or the Premises other than Tenant Additions, with reasonable promptness, unless such damage is to the Premises and occurs during the last twelve (12) months of the Term, in which event either Tenant or Landlord shall have the right to terminate this Lease as of the date of such casualty by giving written notice thereof to the other within twenty (20) days after the date of such casualty. [Notwithstanding the aforesaid, Landlord's obligation to repair shall be limited in accordance with the provisions of Section 14.01 (d)(i) above.] 14.03 RENT ABATEMENT Except for the negligence or willful misconduct of Tenant or its agents, employees, contractors or invitees, if all or any part of the Premises are rendered untenantable by fire or other casualty and this Lease is not terminated, Monthly Base Rent and Rent Adjustments shall abate for that part of the Premises which is untenantable on a per diem basis from the date of the casualty until sixty (60) days after Landlord has Substantially Completed the repair and restoration work in the Premises which it is required to perform. ARTICLE FIFTEEN EMINENT DOMAIN 15.01 TAKING OF WHOLE OR SUBSTANTIAL PART In the event the whole or any substantial part of the Building or of the Premises is taken or condemned by any competent authority for any public use or purpose (including a deed given in lieu of condemnation) and is thereby rendered untenantable, this Lease shall terminate as of the date title vests in such authority, and Monthly Base Rent and Rent Adjustments shall be apportioned as of the Termination Date. Notwithstanding anything to the contrary herein set forth, in the event the taking is temporary (for less than one hundred eighty (180) days), Landlord may elect either (i) to terminate this Lease or (ii) permit Tenant to receive the entire award with respect to the Premises in which case Tenant shall continue to pay Rent and this Lease shall not terminate. 15.02 TAKING OF PART In the event a part of the Building or the Premises is taken or condemned by any competent authority (or a deed is delivered in lieu of condemnation) and Landlord estimates, within sixty (60) days after the occurrence of such taking, that the time to Substantially Complete the repair or restoration will not exceed one hundred eighty (180) days from the date of such taking, then Landlord, upon receipt and to the extent of the award in condemnation (or proceeds of sale) shall make necessary repairs and restorations to the Premises (exclusive of Tenant Additions) and to the Building to the extent necessary to constitute the portion of the Building not so taken or condemned as a complete architectural and economically efficient unit, unless such taking is to the Premises and occurs during the last twelve (12) months of the Term, in which event either Tenant or Landlord shall have the right to terminate this Lease as of the date of such taking by giving written notice thereof to the other within twenty (20) days after the date of such casualty. 33 In the event a part of the Building or the Premises is taken or condemned by any competent authority (or a deed is delivered in lieu of condemnation) and this Lease is not terminated, the Lease shall be amended to reduce the Monthly Base Rent and reduce or increase, as the case may be, Tenant's Proportionate Share to reflect the Rentable Area of the Premises or Building, as the case may be, remaining after any such taking or condemnation. Notwithstanding the foregoing, if as a result of any taking, or a governmental order that the grade of any street or alley adjacent to the Building is to be changed and such taking or change of grade makes it necessary or desirable to substantially remodel or restore the Building or prevents the economical operation of the Building, Landlord shall have the right to terminate this Lease upon ninety (90) days prior written notice to Tenant. 15.03 COMPENSATION Landlord shall be entitled to receive the entire award (or sale proceeds) from any such taking, condemnation or sale without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant's interest, if any, in such award; provided, however, Tenant shall have the right separately to pursue against the condemning authority a separate award in respect to any damages sustained by Tenant, including without limitation, Tenant's relocation expenses, loss to Tenant's business, and the like, and of the loss, if any, to Tenant Additions paid for by Tenant minus any credit or allowance from Landlord so long as there is no diminution of Landlord's award as a result. ARTICLE SIXTEEN INSURANCE 16.01 TENANT'S INSURANCE Tenant, at Tenant's expense, agrees to maintain in force, with a company or companies reasonably acceptable to Landlord, during the Term: (a) Commercial General Liability Insurance on a primary basis and without any right of contribution from any insurance carried by Landlord covering the Premises on an occurrence basis against all claims for personal injury, bodily injury, death and property damage, including contractual liability covering the indemnification provisions in this Lease. Such insurance shall be for such limits that are reasonably required by Landlord from time to time but not less than a combined single limit of Three Million and No/100 Dollars ($3,000,000.00); (b) Workers' Compensation and Employers' Liability Insurance for an amount of not less than One Million and No/100 Dollars ($1,000,000.00), both in accordance with the laws of The State of Illinois; (c) "All Risks" property insurance in an amount adequate to cover the full replacement cost of all equipment, installations, fixtures and contents of the Premises, including the Bridge and the Antennae Siote as set forth in Exhibit I attached to this Lease, in the event of loss and any such policy shall contain a provision requiring the insurance carriers to waive their rights of subrogation against Landlord. For the purposes of this Article Sixteen, the Premises will include the Bridge or any bridge constructed by Tenant adjoining the Premises and the Antennae Site, if the Satellite License Agreement is entered into. So long as the Bridge or any such bridge is in place, the limit of comprehensive generalliability insurance shall not be less than $10,000,000; (d) In the event a motor vehicle is to be used by Tenant in connection with its business operation from the Premises, Comprehensive Automobile Liability Insurance coverage with limits of not less than One Million and No/100 Dollars ($1,000,000.00) combined single limit coverage against bodily injury 34 liability and property damage liability arising out of the use by or on behalf of Tenant, its agents and employees in connection with this Lease, of any owned, non-owned or hired motor vehicles; and (e) such other insurance or coverages as Landlord reasonably requires. 16.02 FORM OF POLICIES Each policy referred to in 16.01 shall satisfy the following requirements. Each policy shall (i) name Landlord and the Indemnitees as additional insureds (except Workers' Compensation and Employers' Liability Insurance), (ii) be issued by one or more responsible insurance companies licensed to do business in the state of Illinois and reasonably satisfactory to Landlord, (iii) where applicable, provide for deductible amounts satisfactory to Landlord and not permit co-insurance, (iv) shall provide that such insurance may not be canceled or amended without thirty (30) days' prior written notice to the Landlord, and (v) shall provide that the policy shall not be invalidated should the insured waive in writing prior to a loss, any or all rights of recovery against any other party for losses covered by such policies. Tenant shall deliver to Landlord, certificates of insurance and at Landlord's request, copies of all policies and renewals thereof to be maintained by Tenant hereunder, not less than ten (10) days prior to the Commencement Date and not less than ten (10) days prior to the expiration date of each policy. 16.03 LANDLORD'S INSURANCE Landlord agrees to purchase and keep in full force and effect during the Term hereof, including any extensions or renewals thereof, insurance under policies issued by insurers of recognized responsibility, qualified to do business in Illinois on the Building in amounts not less than the greater of eighty (80%) percent of the then full replacement cost (without depreciation) of the Building (above foundations) or an amount sufficient to prevent Landlord from becoming a co-insurer under the terms of the applicable policies, against fire and such other risks as may be included in standard forms of all risk coverage insurance reasonably available from time to time. Landlord agrees to maintain in force during the Term, Commercial General Liability Insurance covering the Building on an occurrence basis against all claims for personal injury, bodily injury, death and property damage. Such insurance shall be for a combined single limit of Five Million and No/100 Dollars ($5,000,000.00). Neither Landlord's obligation to carry such insurance nor the carrying of such insurance shall be deemed to be an indemnity by Landlord with respect to any claim, liability, loss, cost or expense due, in whole or in part, to Tenant's negligent acts or omissions or willful misconduct. 16.04 WAIVER OF SUBROGATION (a) Landlord agrees that, if obtainable at no, or minimal, additional cost, and so long as the same is permitted under the laws of the State of Illinois, it will include in its "All Risks" policies appropriate clauses pursuant to which the insurance companies (i) waive all right of subrogation against Tenant with respect to losses payable under such policies and/or (ii) agree that such policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policies. 35 (b) Tenant agrees to include, if obtainable at no, or minimal, additional cost, and so long as the same is permitted under the laws of the State of Illinois, in its "All Risks" insurance policy or policies on its furniture, furnishings, fixtures and other property removable by Tenant under the provisions of this Lease appropriate clauses pursuant to which the insurance company or companies (i) waive the right of subrogation against Landlord and/or any tenant of space in the Building with respect to losses payable under such policy or policies and/or (ii) agree that such policy or policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policy or policies. If Tenant is unable to obtain in such policy or policies either of the clauses described in the preceding sentence, Tenant shall, if legally possible and without necessitating a change in insurance carriers, have Landlord named in such policy or policies as an additional insured. If Landlord shall be named as an additional insured in accordance with the foregoing, Landlord agrees to endorse promptly to the order of Tenant, without recourse, any check, draft, or order for the payment of money representing the proceeds of any such policy or representing any other payment growing out of or connected with said policies, and Landlord does hereby irrevocably waive any and all rights in and to such proceeds and payments. (c) Provided that Landlord's right of full recovery under its policy or policies aforesaid is not adversely affected or prejudiced thereby, Landlord hereby waives any and all right of recovery which it might otherwise have against Tenant, its servants, agents and employees, for loss or damage occurring to the Building and the fixtures, appurtenances and equipment therein, to the extent the same is covered by Landlord's insurance, notwithstanding that such loss or damage may result from the negligence or fault of Tenant, its servants, agents or employees. Provided that Tenant's right of full recovery under its aforesaid policy or policies is not adversely affected or prejudiced thereby, Tenant hereby waives any and all right of recovery which it might otherwise have against Landlord, its servants, and employees and against every other tenant in the Building who shall have executed a similar waiver as set forth in this Section 16.04 (c) for loss or damage to Tenant's furniture, furnishings, fixtures and other property removable by Tenant under the provisions hereof to the extent that same is covered or coverable by Tenant's insurance required under this Lease, notwithstanding that such loss or damage may result from the negligence or fault of Landlord, its servants, agents or employees, or such other tenant and the servants, agents or employees thereof. (d) Landlord and Tenant hereby agree to advise the other promptly if the clauses to be included in their respective insurance policies pursuant to subparagraphs (a) and (b) above cannot be obtained on the terms hereinbefore provided and thereafter to furnish the other with a certificate of insurance or copy of such policies showing the naming of the other as an additional insured, as aforesaid. Landlord and Tenant hereby also agree to notify the other promptly of any cancellation or change of the terms of any such policy which would affect such clauses or naming. All such policies which name both Landlord and Tenant as additional insureds shall, to the extent obtainable, contain agreements by the insurers to the effect that no act or omission of any additional insured will invalidate the policy as to the other additional insureds. 36 16.05 NOTICE OF CASUALTY Tenant shall give Landlord notice in case of a fire or accident in the Premises promptly after Tenant is aware of such event. 16.06 SELF INSURANCE Notwithstanding the foregoing, upon approval by Landlord as hereinafter provided, Tenant may elect to effect the foregoing insurance coverage, with respect to casualty losses only, through a plan of self insurance. If Tenant desires to effect any of the foregoing insurance coverage through a plan of self insurance or any amendment to a plan of self insurance theretofore approved by Landlord, Tenant shall deliver to Landlord a written notice of Tenant's desire to self insure, which notice shall specify the risks and amounts Tenant desires to self insure. Such notice shall be accompanied by audited financial statements of Tenant and such other financial and other supporting documentation as Landlord may reasonably require. Landlord shall approve or disapprove of such plan of self insurance or proposed amendment thereto within thirty (30) days after receipt of Tenant's notice and all financial and other supporting documentation required hereby. Such approval shall not be arbitrarily withheld. If Landlord approves such plan of self insurance and for so long as Tenant is self insured, Tenant shall deliver to Landlord annual audited financial statements and such other updated and supplemental information as Landlord may reasonably require as a condition to the continuance of such plan of self insurance. Landlord may at any time disapprove continuance of the plan of self insurance, provided such disapproval is not arbitrary, in which event Tenant shall promptly provide insurance coverage as required under Section 16.01 hereof and such self insurance shall remain in effect until Tenant provides such insurance. The rights contained in this Section 16.06 are personal to Tenant and its Affiliates and shall not and may not be exercised by or for the benefit of any other party. In the event Tenant elects to so self insure, Tenant agrees to indemnify, protect, defend and hold the Indemnitees harmless against any and all actions, claims, demands, costs and expenses, including reasonable attorney's fees and expenses for defense thereof, arising from any circumstances that would otherwise be covered by insurance if Tenant was carrying the types and amounts of insurance required of Tenant under this Article Sixteen. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. ARTICLE SEVENTEEN INTENTIONALLY OMITTED 37 ARTICLE EIGHTEEN RULES AND REGULATIONS 18.01 RULES Tenant agrees for itself and for its subtenants, employees, agents, and invitees to comply with the rules and regulations listed on Exhibit C attached hereto and --------- with all reasonable modifications and additions thereto which Landlord may make from time to time. In the event of any conflict between the rules and regulations set forth on Exhibit C and the other provisions of this Lease, the --------- provisions of this Lease shall control. 18.02 ENFORCEMENT Nothing in this Lease shall be construed to impose upon the Landlord any duty or obligation to enforce the rules and regulations as set forth on Exhibit C or as --------- hereafter adopted, or the terms, covenants or conditions of any other lease as against any other tenant, and the Landlord shall not be liable to the Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Landlord shall use reasonable efforts to enforce the rules and regulations of the Building in a uniform and non-discriminatory manner. Tenant shall pay to Landlord all damages caused by Tenant's failure to comply with the provisions of this Article Eighteen and shall also pay to Landlord as additional Rent an amount equal to any increase in insurance premiums directly attributable to such failure to comply. ARTICLE NINETEEN LANDLORD'S RESERVED RIGHTS Landlord shall have the following rights exercisable without notice to Tenant and without liability to Tenant for damage or injury to persons, property or business and without being deemed an eviction or disturbance of Tenant's use or possession of the Premises or giving rise to any claim for offset or abatement of Rent: (1) to change the Building's name or street address upon thirty (30) days' prior written notice to Tenant; (2) to install, affix and maintain all signs on the exterior and/or interior of the Building, subject to Tenant's rights as set forth in Article Thirty-Two hereof; (3) to designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises; (4) upon reasonable notice to Tenant and in accordance with the provisions of Section 7.02 of this Lease, to display the Premises to prospective purchasers at reasonable hours at any time during the Term and to prospective tenants at reasonable hours during the last twelve (12) months of the Term; (5) to grant to any party the exclusive right to conduct any business or render any service (except as provided in Article Six of this Lease) in or to the Building, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purpose permitted hereunder; (6) to change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, washrooms or public portions of the Building, and to close entrances, doors, corridors, elevators or other facilities, provided that such action shall not materially and adversely interfere with Tenant's access to the Premises or the Building; (7) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises as required by any applicable rules of the United States Post Office; and (8) to close 38 the Building after Standard Operating Hours, except that Tenant and its employees and invitees shall be entitled to admission to the Building and the Premises 24 hours per day, 7 days per week, under such regulations as Landlord prescribes for security purposes. ARTICLE TWENTY ESTOPPEL CERTIFICATE 20.01 IN GENERAL Within fifteen (15) days after request therefor by Landlord, Mortgagee or any prospective mortgagee or owner, Tenant agrees as directed in such request to execute an Estoppel Certificate in recordable form, binding upon Tenant, 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; (iii) that Tenant is in the possession of the Premises if that is the case; (iv) that, to Tenant's knowledge, Landlord is not in default under this Lease, or, if Tenant believes Landlord is in default, the nature thereof in detail; (v) that, to Tenant's knowledge, Tenant has no off-sets or defenses to the performance of its obligations under this Lease (except as set forth in the Lease)(or if Tenant believes there are any off-sets or defenses (other than as set forth in the Lease), a full and complete explanation thereof); (vi) that the Premises have been completed in accordance with the terms and provisions hereof or the Workletter, that Tenant has accepted the Premises and the condition thereof and of all improvements thereto and, to Tenant's knowledge, Tenant has no claims against Landlord or any other party with respect thereto (or if any items are not completed or if Tenant has not accepted possession or has claims, an explanation of the same); (vii) that if an assignment of rents or leases has been served upon the Tenant by a Mortgagee, Tenant will acknowledge receipt thereof and agree to be bound by the provisions thereof; (viii) that Tenant will give to the Mortgagee copies of all notices required or permitted to be given by Tenant to Landlord; and (ix) to any other information reasonably requested related to the status of the Lease. 20.02 ENFORCEMENT In the event that Tenant fails to deliver an Estoppel Certificate, then such failure shall be a Default for which there shall be no cure or grace period. Further, if Tenant so fails to deliver the Estoppel Certificate, Landlord and any lender, prospective lender, investor, or purchaser may conclusively presume and rely, except as otherwise represented by Landlord, (i) that the terms and provisions of this Lease have not been changed; (ii) that this Lease has not been cancelled or terminated; (iii) that not more than one month's Rent has been paid in advance; and (iv) that Landlord is not in default in the performance of any of its obligations under this Lease. In such event, Tenant is estopped from denying the truth of such facts. ARTICLE TWENTY-ONE INTENTIONALLY OMITTED 39 ARTICLE TWENTY-TWO REAL ESTATE BROKERS Landlord and Tenant each hereby represent to the other that, except for CB Richard Ellis and Staubach Midwest LLC (the "Brokers"), neither party has dealt with any real estate broker, sales person, or finder in connection with this Lease, and no such person initiated or participated in the negotiation of this Lease, or showed the Premises to Tenant. Tenant hereby agrees to indemnify, protect, defend and hold Landlord and the Indemnitees, harmless from and against any and all liabilities and claims for commissions and fees arising out of a breach of the foregoing representation and Landlord hereby agrees to indemnify, protect, defend and hold Tenant harmless from and against any and all liabilities and claims for commissions and fees made by the Brokers arising out of a breach of the foregoing representation. Landlord shall be responsible for the payment of all commissions to the Brokers specified in this Article. ARTICLE TWENTY-THREE MORTGAGEE PROTECTION 23.01 SUBORDINATION AND ATTORNMENT This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any first mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed, it being understood that currently there is no mortgage, ground lease or trust deed encumbering the Real Property. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided that such successor agrees not to disturb Tenant in its use and quiet enjoyment of the Premises so long as Tenant (i) is not in Default under the Lease, and (ii) Tenant and/or an Affiliate occupies no less than 79,097 rentable square feet in the Building; and further provided that such successor shall not be (1) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; or (2) subject to any offsets, defenses or damages arising out of a default of any obligations of any preceding Landlord, except those which are continuing as of the date such purchaser succeeds to Landlord's interest; or (3) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor to the extent such consent is required by the terms of the mortgage, trust deed or ground lease and excluding the exercise of any options or elections contained in the Lease, including without limitation, options to renew the term, expand the Premises, rights of first offer, termination and contraction; or (4) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In 40 confirmation of such subordination, however, Tenant shall execute any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request, so long as such instrument contains a non-disturbance provision reasonably acceptable to Tenant, within twenty (20) days of a request to do so. If Tenant fails to deliver such certificate or instrument within said twenty-(20) day period, such failure shall be a Default hereunder. 23.02 MORTGAGEE PROTECTION Tenant agrees to give any Mortgagee or ground lessor, concurrently, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received written notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then if the Mortgagee or ground lessor agrees to cure such default, then the Mortgagee or ground lessor shall have such additional time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default, but in no event shall said thirty (30) day period be extended by more than forty-five (45) days. Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent or shorten the term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee. ARTICLE TWENTY-FOUR NOTICES (a) All notices, demands or requests provided for or permitted to be given pursuant to this Lease must be in writing and shall be personally delivered, sent by Federal Express or other overnight courier service, or mailed by first class, registered or certified mail, return receipt requested, postage prepaid. (b) All notices, demands or requests to be sent pursuant to this Lease shall be deemed to have been properly given or served by delivering or sending the same in accordance with this Section, addressed to the parties hereto at their respective addresses listed below: (1) Notices to Landlord shall be addressed: c/o CB Richard Ellis, Inc. 10 South LaSalle Street, Suite 1301 Chicago, Illinois 60603 Attention: General Manager 41 with a copy to the following: Metropolitan Life Insurance Company 2001 Spring Road, Suite 400 Oak Brook, Illinois 60523 Attention: Vice President Real Estate Investments (2) Notices to Tenant shall be addressed: The Northern Trust Company 50 South LaSalle Street Chicago, Illinois 60675 Attention: Vice President Corporate Real Estate with a copy to the following: The Northern Trust Company 20 South LaSalle Street Chicago, Illinois 60675 Attention: General Counsel (c) If notices, demands or requests are sent by registered or certified mail, said notices, demands or requests shall be effective upon being deposited in the United States mail. However, the time period in which a response to any such notice, demand or request must be given shall commence to run from the date of receipt on the return receipt of the notice, demand or request by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of notice, demand or request sent. Notices may also be served by personal service upon any officer, director or partner of Landlord or Tenant or in the case of delivery by Federal Express or other overnight courier service, notices shall be effective upon acceptance of delivery by an employee, officer, director or partner of Landlord or Tenant. (d) By giving to the other party at least thirty (30) days written notice thereof, either party shall have the right from time to time during the term of this Lease to change their respective addresses for notices, statements, demands and requests, provided such new address shall be within the United States of America. ARTICLE TWENTY-FIVE RENEWAL OPTIONS (a) Tenant shall have and is hereby granted an option (the "First Renewal Option") to extend the term of this Lease from January 1, 2016 to December 31, 2020 (the "First Renewal Term"), on all the terms, covenants and conditions of this Lease, except that the rental shall be as 42 set forth below. To exercise the First Renewal Option, Tenant shall notify Landlord in writing not later than June 30, 2014 ("Tenant's First Notice"). If Tenant exercises the First Renewal Option, then the word "Term" as used in this Lease shall be deemed to include the First Renewal Term. (b) The Monthly Base Rent during the First Renewal Term shall be equal to the Market Rate (as defined in Section 25(s) hereof) multiplied by the Rentable Area of the Premises. (c) Landlord shall respond to Tenant's First Notice with its determination of Market Rate within thirty (30) days of receipt of Tenant's First Notice. Tenant shall have thirty (30) days after receipt of Landlord's determination to accept, reject or submit for arbitration (as outlined in Article Twenty-Six below). If Tenant elects to submit to arbitration, Tenant shall name its arbitrator in its notice to Landlord that it has selected arbitration. (d) It shall be a condition to Tenant's exercise of the First Renewal Option that both at the time of delivery of Tenant's First Notice and at the commencement of the First Renewal Term: (i) Tenant is not in Default under this Lease, and (ii) except as may be permitted below, Tenant and/or an Affiliate is occupying the Premises for the conduct of business. Any termination of this Lease or termination of Tenant's right of possession shall terminate all of Tenant's rights to the First Renewal Option. Except as set forth below, the First Renewal Option may be exercised only by and is personal to Tenant and/or an Affiliate and may not be exercised by or for the benefit of any other party. Notwithstanding anything to the contrary contained in this Lease, Tenant's rights to exercise the First Renewal Option shall not be affected by any sublease of the Premises entered into pursuant to the terms of this Lease, but in no event shall any sublessee have any rights to exercise said First Renewal Option. In addition, the right to exercise the First Renewal Option shall be automatically transferred to (i) an Assignee who leases the entire Premises pursuant to the terms of this Lease or (ii) to any Assignee pursuant to an Assignment of this Lease for more than 25% of Tenant's then leased space in the Building, but shall not be transferred to any Assignee pursuant to an Assignment of this Lease for less than 25% of Tenant's then leased space in the Building. (e) Landlord shall have no obligation to make improvements, decorations, repairs, alterations or additions to the Premises as a condition to Tenant's obligations to pay Rent for the First Renewal Term except as may be determined as part of Market Rate. (f) In the event that Tenant exercises the First Renewal Option, Tenant agrees to enter into an amendment to this Lease reasonably acceptable to Tenant incorporating the First Renewal Term and Monthly Base Rent applicable to such option the earlier of (i) sixty (60) days following the exercise of the First Renewal Option or (ii) thirty (30) days following the delivery of the arbitrator's decision to the parties pursuant to the terms of Article Twenty-Six of this Lease. (g) Tenant shall also have and is hereby granted a second option (the "Second Renewal Option") to extend the term of this Lease from January 1, 2021 to December 31, 2025 (the "Second Renewal Term"), on all the terms, covenants and conditions of this Lease, except that the rental shall be as set forth below. To exercise the Second Renewal Option, Tenant shall notify Landlord 43 in writing not later than June 30, 2019 ("Tenant's Second Notice"). If Tenant exercises the Second Renewal Option, then the word "Term" as used in this Lease shall be deemed to include the Second Renewal Term. (h) The Monthly Base Rent during the Second Renewal Term shall be equal to the Market Rate (as defined in Section 25(s) hereof) multiplied by the Rentable Area of the Premises. (i) Landlord shall respond to Tenant's Second Notice with its determination of Market Rate within thirty (30) days of receipt of said Notice. Tenant shall have thirty (30) days after receipt of Landlord's determination to accept, reject or submit for arbitration (as outlined in Article Twenty-Six below). If Tenant elects to submit to arbitration, Tenant shall name its arbitrator in its notice to Landlord that it has selected arbitration. (j) It shall be a condition to Tenant's exercise of the Second Renewal Option that both at the time of delivery of Tenant's Second Notice and at the commencement of the Second Renewal Term: (i) Tenant is not in Default under this Lease, and (ii) except as may be permitted below, Tenant and/or an Affiliate is occupying the Premises for the conduct of business. Any termination of this Lease or termination of Tenant's right of possession shall terminate all of Tenant's rights to the Second Renewal Option. Except as set forth below, the Second Renewal Option may be exercised only by and is personal to Tenant and/or an Affiliate and may not be exercised by or for the benefit of any other party. Notwithstanding anything to the contrary contained in this Lease, Tenant's rights to exercise the Second Renewal Option shall not be affected by any sublease of the Premises entered into pursuant to the terms of this Lease, but in no event shall any sublessee have any rights to exercise said Second Renewal Option. In addition, the right to exercise the Second Renewal Option shall be automatically transferred to (i) an Assignee who leases the entire Premises pursuant to the terms of this Lease or (ii) to any Assignee pursuant to an Assignment of this Lease for more than 25% of Tenant's then leased space in the Building, but shall not be transferred to any Assignee pursuant to an Assignment of this Lease for less than 25% of Tenant's then leased space in the Building. (k) Landlord shall have no obligation to make improvements, decorations, repairs, alterations or additions to the Premises as a condition to Tenant's obligations to pay Rent for the Second Renewal Term except as may be determined as part of Market Rate. (l) In the event that Tenant exercises the Second Renewal Option, Tenant agrees to enter into an amendment to this Lease reasonably acceptable to Tenant incorporating the Second Renewal Term and Monthly Base Rent applicable to such option (i) sixty (60) days following the exercise of the Second Renewal Option or (ii) thirty (30) days following the delivery of the arbitrator's decision to the parties pursuant to the terms of Article Twenty-Six of this Lease. (m) Tenant shall also have and is hereby granted a third option (the "Third Renewal Option") to extend the term of this Lease from January 1, 2026 to December 31, 2030 (the "Third Renewal Term"), on all the terms, covenants and conditions of this Lease, except that the rental shall be as set forth below, and no additional renewal rights are granted Tenant beyond the Third 44 Renewal Term. To exercise the Third Renewal Option, Tenant shall notify Landlord in writing not later than June 30, 2024 ("Tenant's Third Notice"). If Tenant exercises the Third Renewal Option, then the word "Term" as used in this Lease shall be deemed to include the Third Renewal Term. (n) The Monthly Base Rent during the Third Renewal Term shall be equal to the Market Rate (as defined in Section 25(s) hereof) multiplied by the Rentable Area of the Premises. (o) Landlord shall respond to Tenant's Third Notice with its determination of Market Rate within thirty (30) days of receipt of said Notice. Tenant shall have thirty (30) days after receipt of Landlord's determination to accept, reject or submit for arbitration (as outlined in Article Twenty-Six below). If Tenant elects to submit to arbitration, Tenant shall name its arbitrator in its notice to Landlord that it has selected arbitration. (p) It shall be a condition to Tenant's exercise of the Third Renewal Option that both at the time of delivery of Tenant's Third Notice and at the commencement of the Third Renewal Term: (i) Tenant is not in Default under this Lease, and (ii) except as may be permitted below, Tenant and/or an Affiliate is occupying the Premises for the conduct of business. Any termination of this Lease or termination of Tenant's right of possession shall terminate all of Tenant's rights to the Third Renewal Option. Except as set forth below, the Third Renewal Option may be exercised only by and is personal to Tenant and/or an Affiliate and may not be exercised by or for the benefit of any other party. Notwithstanding anything to the contrary contained in this Lease, Tenant's rights to exercise the Third Renewal Option shall not be affected by any sublease of the Premises entered into pursuant to the terms of this Lease, but in no event shall any sublessee have any rights to exercise said Third Renewal Option. In addition, the right to exercise the Third Renewal Option shall be automatically transferred to (i) an Assignee who leases the entire Premises pursuant to the terms of this Lease or (ii) to any Assignee pursuant to an Assignment of this Lease for more than 25% of Tenant's then leased space in the Building, but shall not be transferred to any Assignee pursuant to an Assignment of this Lease for less than 25% of Tenant's then leased space in the Building. (q) Landlord shall have no obligation to make improvements, decorations, repairs, alterations or additions to the Premises as a condition to Tenant's obligations to pay Rent for the Third Renewal Term except as may be determined as part of Market Rate. (r) In the event that Tenant exercises the Third Renewal Option, Tenant agrees to enter into an amendment to this Lease reasonably acceptable to Tenant incorporating the Third Renewal Term and Monthly Base Rent applicable to such option within (i) sixty (60) days following the exercise of the Third Renewal Option or (ii) thirty (30) days following the delivery of the arbitrator's decision to the parties pursuant to the terms of Article Twenty-Six of this Lease. (s) The "Market Rate" shall mean a base net rent annual amount per rentable square foot and other rental charges for the lease term equivalent to the period for which the Market Rate is being determined beginning the first (1/st/) day of the subject period that a willing, credit-worthy non-equity tenant renewing space comparable to the Premises would pay and a willing Landlord of an 45 office building comparable to the Building in the Chicago West/Central Loop office market (the "Market") would accept at arms length. Appropriate consideration will be given to base net rent, rent escalations, tenant concessions (e.g. free rent, tenant improvements and other cash allowances), length of term, size and location of the premises being leased, tenant improvement allowances, brokerage commissions and other generally applicable terms and conditions prevailing for comparable space in comparable buildings located in the Market, as evidenced by then recently completed renewals within the Market. ARTICLE TWENTY-SIX ARBITRATION (a) If Tenant has elected to arbitrate in accordance with Article Twenty- Five above or Articles Twenty-Seven, Twenty-Eight or Twenty-Nine below, then Landlord shall have thirty (30) days to select its arbitrator. The arbitrator selected by each of Landlord and Tenant shall, by profession, be a real estate appraiser (with the professional designation of M.A.I. or, if M.A.I. ceases to exist, a comparable designation from an equivalent professional appraisal organization) who shall have been active over the five (5) year period ending on the date of such appointment in appraisal of commercial properties in the Chicago downtown business area. The determination of the arbitrators shall be limited solely to the issue of whether Landlord's or Tenant's submitted Market Rate for the Premises is the closest to the Market Rate for the Premises as determined by the arbitrators, taking into account all relevant elements. (b) The two arbitrators so appointed shall, within ten (10) days of the date of the appointment of the last appointed arbitrator, agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators. (c) The three arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach a decision as to whether the parties shall use Landlord's or Tenant's submitted Market Rate, and shall notify Landlord and Tenant thereof in writing. (d) The decision of the majority of the three arbitrators shall be binding upon Landlord and Tenant and judgment upon such decision may be entered in by any court having jurisdiction over Landlord and Tenant. (e) If the two arbitrators fail to agree upon and appoint a third arbitrator, both arbitrators shall be dismissed and Landlord and Tenant each shall promptly select and appoint one new arbitrator each possessing the qualifications described in clause (a) of this Article Twenty-Six. Such new arbitrators shall promptly follow the procedure outlined in clauses (b) and (c) of this Article Twenty-Six. (f) The cost of arbitration shall be paid by Landlord if Tenant's submitted Market Rate is selected and by Tenant if Landlord's submitted Market Rate is selected. (g) Notwithstanding the foregoing, if either Landlord or Tenant fails to appoint an arbitrator within the time periods provided for herein and such failure to appoint an arbitrator is not cured within ten (10) days after receipt by such failing party of written demand to do so by the other 46 party (which other party shall have appointed its arbitrator prior to sending such written demand), then the arbitrator appointed by the party sending such demand, acting alone, shall reach a decision on the applicable Market Rate, notify Landlord and Tenant in writing thereof, and such arbitrator's decision shall be binding on Landlord and Tenant. ARTICLE TWENTY-SEVEN EXPANSION OPTIONS (a) Tenant shall have the right to lease additional space with a lease commencement date of September 1, 2001 (the "2001 Expansion Option") consisting of 20,722 rentable square feet of space located in the "Low Rise" (floors 3 - 13) portion of the Building (the "2001 Expansion Space") on the terms and conditions set forth herein. Landlord shall give Tenant notice upon full execution of this Lease (the "2001 Landlord's Notice Date") with respect to the space available, including detailed existing condition plans, if available. To exercise the 2001 Expansion Option, Tenant shall notify Landlord in writing ("Tenant's 2001 Expansion Notice") on or before January 1, 2001. Tenant's possession date (the "2001 Possession Date") shall be June 1, 2001. The 2001 Expansion Space shall be delivered to Tenant on the 2001 Possession Date in its then current, AS IS condition, except with respect to the conditions set forth in Exhibit F - Base Building Conditions, and Landlord has no obligation to make --------- any improvement to the 2001 Expansion Space, provided however, that Landlord shall contribute an amount (the "2001Contribution") equal to Five Hundred Ninety-Four Thousand Ninety-Nine and 74/100 Dollars ($594,099.74)(based on $28.67 per rentable square foot) to be applied to Tenant's completion of such improvements and additions to the 2001 Expansion Space as Tenant deems desirable including all construction improvements, architectural and engineering fees, third party construction consultants, FF&E expenses, or teledata related costs (the "2001 Work"). Tenant shall complete the 2001 Work in accordance with the terms of this Lease, including, without limitation, Exhibit B. If the costs of --------- completing the 2001 Work exceeds the sum of the 2001 Contribution, Tenant shall pay all such costs. In the event that Tenant fails to use all of the 2001 Contribution as set forth above within the first twelve (12) months after the 2001 Possession Date, then the portion of the 2001 Contribution which is not disbursed as provided above shall be applied against installments of Rent next due from Tenant. (b) Monthly Base Rent for the 2001 Expansion Space (the "2001 Expansion Base Rent") shall be equal to the then-escalated Monthly Base Rent rate for the Premises and shall commence September 1, 2001 (the "2001 Lease Commencement Date"). (c) Tenant shall have the right to lease additional space with a lease commencement date in 2004 (the "2004 Expansion Option") consisting of between 4,500 and 7,100 rentable square feet of space (as currently determined, but which square footage amounts may be modified by the provisions of Section 2.04 of this Lease) located in the Low Rise portion of the Building (the "2004 Expansion Space") on the terms and conditions set forth herein. Landlord shall give Tenant notice between March 1, 2003 and February 28, 2004 (the "2004 Landlord's Notice Date") with respect to the space available, including detailed existing condition plans, if available. To exercise the 2004 Expansion Option, Tenant shall notify Landlord in writing ("Tenant's 2004 Expansion Notice") within thirty (30) days of receipt of the 2004 Landlord's Notice. Tenant's possession date (the "2004 Possession Date") shall be as stated in the 2004 Landlord's Notice, but in no event shall the 47 2004 Possession Date be earlier than eight (8) months after the date of the 2004 Landlord's Notice. The 2004 Expansion Space shall be delivered to Tenant on the 2004 Possession Date in its then current, AS IS condition, except with respect to the conditions set forth in Exhibit F - Base Building Conditions, and --------- Landlord has no obligation to make any improvement to the 2004 Expansion Space, provided however, that Landlord shall contribute an amount (the "2004 Contribution") equal to of $30.00/rentable square foot, declining on a monthly basis proportional to time remaining on the term (i.e. If the term for the 2004 Expansion Space is for 12 years, the 2004 Contribution shall be $24.00/rentable square foot). The 2004 Contribution is to be applied to Tenant's completion of such improvements and additions to the 2004 Expansion Space as Tenant deems desirable including all construction improvements, architectural and engineering fees, third party construction consultants, FF&E expenses, or teledata related costs (the "2004 Work"). Tenant shall complete the 2004 Work in accordance with the terms of this Lease, including, without limitation, Exhibit B. If the costs --------- of completing the 2004 Work exceeds the sum of the 2004 Contribution, Tenant shall pay all such costs. In the event that Tenant fails to use all of the 2004 Contribution as set forth above within the first twelve (12) months after the 2004 Possession Date, then the portion of the 2004 Contribution which is not disbursed as provided above shall be applied against installments of Rent next due from Tenant. (d) Monthly Base Rent for the 2004 Expansion Space (the "2004 Expansion Base Rent") shall be equal to the then-escalated Monthly Base Rent rate for the Premises and shall commence ninety (90) days after the 2004 Possession Date (the "2004 Lease Commencement Date"). (e) Tenant shall have the right to lease additional space with a lease commencement date in 2005 (the "2005 Expansion Option") consisting of between 8,500 and 14,900 rentable square feet of space (as currently determined, but which square footage amounts may be modified by the provisions of Section 2.04 of this Lease) located in the Low Rise portion of the Building (the "2005 Expansion Space") on the terms and conditions set forth herein. Landlord shall give Tenant notice between March 1, 2004 and February 28, 2005 (the "2005 Landlord's Notice Date") with respect to the space available, including detailed existing condition plans, if available. To exercise the 2005 Expansion Option, Tenant shall notify Landlord in writing ("Tenant's 2005 Expansion Notice") within thirty (30) days of receipt of the 2005 Landlord's Notice. Tenant's possession date (the "2005 Possession Date") shall be as stated in the 2005 Landlord's Notice, but in no event shall the 2005 Possession Date be earlier than eight (8) months after the date of the 2005 Landlord's Notice. The 2005 Expansion Space shall be delivered to Tenant on the 2005 Possession Date in its then current, AS IS condition, except with respect to the conditions set forth in Exhibit F - Base Building Conditions, and Landlord has no obligation to make --------- any improvement to the 2005 Expansion Space, provided however, that Landlord shall contribute an amount (the "2005 Contribution") equal to of $30.00/rentable square foot, declining on a monthly basis proportional to time remaining on the term (i.e. If the term for the 2005 Expansion Space is for 10 years, the 2005 Contribution shall be $20.00/rentable square foot). The 2005 Contribution is to be applied to Tenant's completion of such improvements and additions to the 2005 Expansion Space as Tenant deems desirable including all construction improvements, architectural and engineering fees, third party construction consultants, FF&E expenses, or teledata related costs (the "2005 Work"). Tenant shall complete the 2005 Work in accordance with the terms of this Lease, including, without limitation, Exhibit B. If the costs of completing the 2005 --------- Work exceeds the sum 48 of the 2005 Contribution, Tenant shall pay all such costs. In the event that Tenant fails to use all of the 2005 Contribution as set forth above within the first twelve (12) months after the 2005 Possession Date, then the portion of the 2005 Contribution which is not disbursed as provided above shall be applied against installments of Rent next due from Tenant. (f) Monthly Base Rent for the 2005 Expansion Space (the "2005 Expansion Base Rent") shall be equal to the then-escalated Monthly Base Rent rate for the Premises and shall commence ninety (90) days after the 2005 Possession Date (the "2005 Lease Commencement Date"). (g) Tenant shall have the right to lease additional space with a lease commencement date in 2007 (the "2007 Expansion Option") consisting of between 10,000 and 23,000 rentable square feet of space (as currently determined, but which square footage amounts may be modified by the provisions of Section 2.04 of this Lease) located in the Low Rise portion of the Building (the "2007 Expansion Space") on the terms and conditions set forth herein. Landlord shall give Tenant notice between March 1, 2006 and February 28, 2007 (the "2007 Landlord's Notice Date") with respect to the space available, including detailed existing condition plans, if available. To exercise the 2007 Expansion Option, Tenant shall notify Landlord in writing ("Tenant's 2007 Expansion Notice") within thirty (30) days of receipt of the 2007 Landlord's Notice. Tenant's possession date (the "2007 Possession Date") shall be as stated in the 2007 Landlord's Notice, but in no event shall the 2007 Possession Date be earlier than eight (8) months after the date of the 2007 Landlord's Notice. The 2007 Expansion Space shall be delivered to Tenant on the 2007 Possession Date in its then current, AS IS condition, except with respect to the conditions set forth in Exhibit F - Base Building Conditions, and Landlord has no obligation to make --------- any improvement to the 2007 Expansion Space, provided however, that Landlord may contribute an amount (the "2007 Contribution") as determined in accordance with the provisions of Section 25(s). The 2007 Contribution, if any, is to be applied to Tenant's completion of such improvements and additions to the 2007 Expansion Space as Tenant deems desirable including all construction improvements, architectural and engineering fees, third party construction consultants, FF&E expenses, or teledata related costs (the "2007 Work"). Tenant shall complete the 2007 Work in accordance with the terms of this Lease, including, without limitation, Exhibit B. If the costs of completing the 2007 Work exceeds the sum --------- of the 2007 Contribution, if any, Tenant shall pay all such costs. In the event that Tenant fails to use all of the 2007 Contribution, if any, as set forth above within the first twelve (12) months after the 2007 Possession Date, then the portion of the 2007 Contribution, if any, which is not disbursed as provided above shall be applied against installments of Rent next due from Tenant. (h) Monthly Base Rent for the 2007 Expansion Space (the "2007 Expansion Base Rent") shall be equal to the Market Rate as defined in Section 25(s) above multiplied by the rentable area of the 2007 Expansion Space and shall commence ninety (90) days after the 2007 Possession Date (the "2007 Lease Commencement Date"). (i) Landlord shall include in the notice given on the "2007 Landlord's Notice Date" its determination of Market Rate. Tenant shall have thirty (30) days after receipt of Landlord's determination to accept, reject or submit for arbitration (as outlined in Article Twenty-Six above). 49 If Tenant elects to submit to arbitration, Tenant shall name its arbitrator in its notice to Landlord that it has selected arbitration. (j) Tenant shall have the right to lease additional space with a lease commencement date in 2011 (the "2011 Expansion Option") consisting of one full floor and approximately 21,000 rentable square feet of space (as currently determined, but which square footage amounts may be modified by the provisions of Section 2.04 of this Lease) located in the Building (the "2011 Expansion Space") on the terms and conditions set forth herein. Landlord shall give Tenant notice between March 1, 2009 and February 28, 2010 (the "2011 Landlord's Notice Date") with respect to the space available, including detailed existing condition plans, if available. To exercise the 2011 Expansion Option, Tenant shall notify Landlord in writing ("Tenant's 2011 Expansion Notice") within thirty (30) days of receipt of the 2011 Landlord's Notice. Tenant's possession date (the "2011 Possession Date") shall be as stated in the 2011 Landlord's Notice and shall occur between July 1, 2010 and June 30, 2011. The 2011 Expansion Space shall be delivered to Tenant on the 2011 Possession Date in its then current, AS IS condition, except with respect to the conditions set forth in Exhibit F - Base Building Conditions, and Landlord has no obligation to make --------- any improvement to the 2011 Expansion Space, provided however, that Landlord may contribute an amount (the "2011 Contribution") as determined in accordance with the provisions of Section 25(s). The 2011 Contribution, if any, is to be applied to Tenant's completion of such improvements and additions to the 2011 Expansion Space as Tenant deems desirable including all construction improvements, architectural and engineering fees, third party construction consultants, FF&E expenses, or teledata related costs (the "2011 Work"). Tenant shall complete the 2011 Work in accordance with the terms of this Lease, including, without limitation, Exhibit B. If the costs of completing the 2011 Work exceeds the sum --------- of the 2011 Contribution, Tenant shall pay all such costs. In the event that Tenant fails to use all of the 2011 Contribution, if any, as set forth above within the first twelve (12) months after the 2011 Possession Date, then the portion of the 2011 Contribution, if any, which is not disbursed as provided above shall be applied against installments of Rent next due from Tenant. (k) Monthly Base Rent for the 2011 Expansion Space (the "2011 Expansion Base Rent") shall be equal to the Market Rate as defined in Section 25(s) above multiplied by the rentable area of the 2011 Expansion Space and shall commence ninety (90) days after the 2011 Possession Date (the "2011 Lease Commencement Date"). (l) Landlord shall include in the notice given on the "2011 Landlord's Notice Date" its determination of Market Rate. Tenant shall have thirty (30) days after receipt of Landlord's determination to accept, reject or submit for arbitration (as outlined in Article Twenty-Six above). If Tenant elects to submit to arbitration, Tenant shall name its arbitrator in its notice to Landlord that it has selected arbitration. (m) The 2001 Expansion Option, the 2004 Expansion Option, the 2005 Expansion Option, the 2007 Expansion Option and the 2011 Expansion Option are herein collectively referred to as the "Expansion Options". (n) It shall be a condition to Tenant's exercise of any of the Expansion Options that both at the time of delivery of Tenant's Expansion Notices and at the commencement of the 50 Term with respect to any of the Expansion Options: (i) Tenant is not in Default under this Lease, and (ii) except as may be permitted below, Tenant and/or an Affiliate is occupying the Premises for the conduct of business. Any termination of this Lease or termination of Tenant's right of possession shall terminate all of Tenant's rights to any of the remaining Expansion Options. Except as set forth below, all of the Expansion Options may be exercised only by and is personal to Tenant and/or an Affiliate and may not be exercised by or for the benefit of any other party. Notwithstanding anything to the contrary contained in this Lease, Tenant's rights to exercise any of the Expansion Options shall not be affected by any sublease of the Premises entered into pursuant to the terms of this Lease, but in no event shall any sublessee have any rights to exercise any of said Expansion Options. In addition, the right to exercise any of the Expansion Options shall be automatically transferred to (i) an Assignee who leases the entire Premises pursuant to the terms of this Lease or (ii) to any Assignee pursuant to an Assignment of this Lease for more than 25% of Tenant's then leased space in the Building, but shall not be transferred to any Assignee pursuant to an Assignment of this Lease for less than 25% of Tenant's then leased space in the Building. (o) In the event that Tenant exercises any of the foregoing Expansion Options, Tenant agrees to enter into an amendment to this Lease reasonably acceptable to Tenant incorporating the applicable Expansion Space to the Premises and making such other conforming changes as are necessary to the computation of the Monthly Base Rent and the calculation of Tenant's Share applicable to such option the earlier of (i) sixty (60) days following the exercise of the any of the Expansion Options or (ii) thirty (30) days following the delivery of the arbitrator's decision to the parties pursuant to the terms of Article Twenty-Six of this Lease. The Expansion Option Spaces shall be leased for their respective Terms upon the terms and conditions provided for in this Lease, except for such changes as are required pursuant to the terms hereof, which shall be as set forth in the Amendment described above. If Tenant does not execute and deliver the Amendment to this Lease to Landlord as set forth above, neither Landlord nor Tenant shall have any obligation to the other under this Article Twenty-Seven. (p) If Tenant does not exercise any of the Expansion Options set forth in this Article Twenty-Seven, Tenant will still have a Right of First Offer, as set forth in Article Twenty-Eight below, as well as a Contraction Option, as set forth in Article Thirty, and a Termination Option, as set forth in Article Thirty-One. (q) The anticipated possession date shall be the date identified in Landlord's Notice, which is the date the respective Expansion Space will be delivered to Tenant for the construction of its tenant improvements. In the event that Landlord does not deliver the expansion space to Tenant as set forth in Landlord's Notice and Tenant is unable to have a minimum of ninety days of pre-commencement access, then Landlord will grant Tenant a 1-for-1 day delay in Tenant's lease commencement for the respective expansion space. (r) In the event Landlord does not or is unable to deliver possession of the expansion space to Tenant as set forth above, due solely to "Landlord's Delay"(as defined below), then Tenant shall be entitled to abate the portion of the Monthly Rent and Additional Rent attributable to such space on a 2 days for every 1 day delay basis until such time as possession of the particular space is 51 delivered (i.e. if such space is delivered 10 days late, then commencing on Tenant's Commencement Date for said expansion space, Tenant shall be entitled to the sum of 20 days' abatement of Monthly Rent and Additional Rent for said space); provided, however, that if Landlord does not or is unable to deliver possession of said premises by a date which is 90 days or more beyond the anticipated Possession Date, then, in lieu of rent abatement as aforesaid, Tenant shall have the benefit of all of the remedies for Landlord's default provided in the Lease and at Law. As used herein the term "Landlord's Delay" shall exclude any delays due to Force Majeure and tenant holdover without Landlord's consent or sufferance. Except for the above exclusions, Landlord's Delay shall mean any delay on the part of the Landlord in delivering to Tenant possession of the expansion space beyond the applicable date set forth above. (s) No Landlord's Delay shall be deemed to have occurred unless and until Tenant has given written notice to Landlord of the Landlord's Delay in question. If such action or inaction is in fact a Landlord's Delay, and is not cured within 3 business days after Landlord's receipt of such notice, then a Landlord's Delay shall be deemed to have occurred commencing upon the first day after the scheduled Possession Date for the expansion space in question. (t) In connection with each of the expansion options set forth in this Article Twenty-Seven, Landlord will use commercially reasonable efforts to make all of the spaces delivered to Tenant contiguous to itself in each option period. ARTICLE TWENTY-EIGHT RIGHT OF FIRST OFFER (a) During the Term, Tenant shall have a continuing right of first offer (the "Offer Right") with respect to all or any portion of the space located in the Low Rise or "Mid Rise" (floors 14 - 23) of the Building being marketed to third party tenants, subject to the existing rights of other tenants' as set forth in leases granted as of the date this Lease is fully executed (the "Offer Space"). Whenever any Offer Space becomes or is to become available, Landlord shall notify Tenant in writing of such fact "Landlord's First Offer Notice". Landlord's First Offer Notice shall include a floor plan of the Offer Space, state the date of availability of the Offer Space, include a statement as to whether the Offer Space is also considered to be Expansion Space or Subordinate Expansion Space and set forth such other terms (including Landlord's determination of Monthly Base Rent) under which Landlord is willing to lease the Offer Space. Landlord's First Offer Notice shall not be given earlier than nine (9) months prior to the date designated by Landlord as the date such Offer Space will become available nor later than thirty (30) days after the date on which the Offer Space became available for leasing. The Monthly Base Rent for the Offer Space shall be calculated at Market Rate (as defined in Section 25(s) hereof) multiplied by the rentable area of the Offer Space. The Offer Space shall be delivered to Tenant on the availability date set forth in Landlord's First Offer Notice for the remainder of the Term in an AS IS condition, except with respect to the conditions set forth in Exhibit F - Base Building --------- Conditions, and Landlord has no obligation to make any improvement to the Offer Space. 52 (b) Tenant shall respond to Landlord's First Offer Notice within ten (10) business days after receipt of its determination to accept, reject or submit for arbitration Landlord's determination of the Market Rent set forth therein (as outlined in Article Twenty-Six above). If Tenant elects to submit to arbitration, Tenant shall name its arbitrator in its notice to Landlord that it has selected arbitration. Tenant shall also have the right to elect to reject the Offer Space if Landlord has determined that such space is a part of the space available to Tenant pursuant to the Expansion Options set forth in Article Twenty-Seven hereto or space available to Tenant pursuant to the Subordinate Expansion Options set forth in Article Twenty-Nine hereto and such space shall remain available to Tenant pursuant to the provisions of said Article Twenty- Seven or Article Twenty-Nine, as applicable. Tenant's failure to respond within such time period shall be a waiver of Tenant's Offer Right with respect to such Offer Space. (c) It shall be a condition to Tenant's exercise of the Offer Right that both at the time of the exercise of the Offer Right and at the time the Offer Space is delivered: (i) Tenant is not in Default under this Lease, and (ii) except as may be permitted below, Tenant and/or an Affiliate is occupying the Premises for the conduct of business. Any termination of this Lease or termination of Tenant's right of possession shall terminate Tenant's Offer Right. Except as set forth below, the Offer Right may be exercised only by and is personal to Tenant and/or an Affiliate and may not be exercised by or for the benefit of any other party. Notwithstanding anything to the contrary contained in this Lease, Tenant's rights to exercise the Offer Right shall not be affected by any sublease of the Premises entered into pursuant to the terms of this Lease, but in no event shall any sublessee have any rights to exercise said Offer Right. In addition, the right to exercise the Offer Right shall be automatically transferred to (i) an Assignee who leases the entire Premises pursuant to the terms of this Lease or (ii) to any Assignee pursuant to an Assignment of this Lease for more than 25% of Tenant's then leased space in the Building, but shall not be transferred to any Assignee pursuant to an Assignment of this Lease for less than 25% of Tenant's then leased space in the Building. (d) In the event that Tenant exercises the Offer Right, Tenant agrees to enter into an amendment to this Lease reasonably acceptable to Tenant incorporating the applicable Offer Space to the Premises and making such other conforming changes as are necessary to the computation of the Monthly Base Rent and the calculation of Tenant's Share applicable to such option the earlier of (i) sixty (60) days following the exercise of the Offer Right or (ii) sixty (60) days following the delivery of the arbitrator's decision to the parties pursuant to the terms of Article Twenty-Six of this Lease. (e) In the event Tenant fails to exercise its Offer Right as to the Offer Space, the same shall be offered Tenant if it becomes available again within the Term of this Lease. (f) In the event that any Landlord's First Offer Notice states that the Offer Space is also considered to be either Expansion Space or Subordinate Expansion Space, Tenant's exercise of said Offer Right shall reduce the amount of Expansion Space or Subordinate Expansion Space available to Tenant pursuant to this Lease. 53 ARTICLE TWENTY-NINE SUBORDINATE EXPANSION OPTION In addition to the expansion options set forth in Article Twenty-Seven hereof, Tenant shall have the right to lease additional space in the Mid Rise (subject to the existing tenants' rights), as set forth below: (a) If the space becomes available in 2007, Tenant shall have the right to lease additional space with a lease commencement date in 2007 (the "2007 Subordinate Expansion Option") consisting of one or two full floors and approximately 21,000 or 42,000 rentable square feet of space (as currently determined, but which square footage amounts may be modified by the provisions of Section 2.04 of this Lease) located in the Building (the "2007 Subordinate Expansion Space") on the terms and conditions set forth herein. When the 2007 Subordinate Expansion Space becomes or is to become available, Landlord shall notify Tenant in writing of such fact ("Landlord's 2007 Subordinate Expansion Option Notice") with respect to the space available, including detailed existing condition plans, if available. The Monthly Base Rent for the 2007 Subordinate Expansion Space shall be calculated at Market Rate (as defined in Section 25(s) hereof) multiplied by the rentable area of the 2007 Subordinate Expansion Space and shall commence ninety-(90) days after the 2007 Subordinate Expansion Space is delivered to Tenant. The 2007 Subordinate Expansion Space shall be demised for the remainder of the Term on an AS IS condition, except with respect to the conditions set forth in Exhibit F - Base Building Conditions, and Landlord has --------- no obligation to make any improvement to the 2007 Subordinate Expansion Space, provided however, that Landlord may contribute an amount (the "2007 Subordinate Contribution") as determined in accordance with the provisions of Section 25(s). The 2007 Subordinate Contribution, if any, is to be applied to Tenant's completion of such improvements and additions to the 2007 Subordinate Expansion Space as Tenant deems desirable including all construction improvements, architectural and engineering fees, third party construction consultants, FF&E expenses, or teledata related costs (the "2007 Subordinate Work"). Tenant shall complete the 2007 Subordinate Work in accordance with the terms of this Lease, including, without limitation, Exhibit B. If the costs of completing the 2007 --------- Subordinate Work exceeds the sum of the 2007 Subordinate Contribution, if any, Tenant shall pay all such costs. In the event that Tenant fails to use all of the 2007 Subordinate Contribution, if any, as set forth above within the first twelve (12) months after the 2007 Subordinate Expansion Space is delivered to Tenant, then the portion of the 2007 Subordinate Contribution, if any, which is not disbursed as provided above shall be applied against installments of Rent next due from Tenant. (b) Landlord shall include in Landlord's 2007 Subordinate Expansion Option Notice its determination of Market Rate. Tenant shall have thirty (30) days after receipt of Landlord's determination to accept, reject or submit for arbitration (as outlined in Article Twenty-Six above). If Tenant elects to submit to arbitration, Tenant shall name its arbitrator in its notice to Landlord that it has selected arbitration. (c) If the space becomes available in 2009, Tenant shall also have the right to lease additional space with a lease commencement date in 2009 (the "2009 Subordinate Expansion Option") consisting of one or two full floors and approximately 21,000 or 42,000 rentable square feet of space (as currently determined, but which square footage amounts may be modified by the 54 provisions of Section 2.04 of this Lease) located in the Building (the "2009 Subordinate Expansion Space") on the terms and conditions set forth herein. When the 2009 Subordinate Expansion Space becomes or is to become available, Landlord shall notify Tenant in writing of such fact ("Landlord's 2009 Subordinate Expansion Option Notice") with respect to the space available, including detailed existing condition plans, if available. The Monthly Base Rent for the 2009 Subordinate Expansion Space shall be calculated at Market Rate (as defined in Section 25(s) hereof) multiplied by the rentable area of the 2009 Subordinate Expansion Space and shall commence ninety-(90) days after the 2009 Subordinate Expansion Space is delivered to Tenant. The 2009 Subordinate Expansion Space shall be demised for the remainder of the Term on an AS IS condition, except with respect to the conditions set forth in Exhibit F - Base Building --------- Conditions, and Landlord has no obligation to make any improvement to the 2009 Subordinate Expansion Space, provided however, that Landlord may contribute an amount (the "2009 Subordinate Contribution") as determined in accordance with the provisions of Section 25(s). The 2009 Subordinate Contribution, if any, is to be applied to Tenant's completion of such improvements and additions to the 2009 Subordinate Expansion Space as Tenant deems desirable including all construction improvements, architectural and engineering fees, third party construction consultants, FF&E expenses, or teledata related costs (the "2009 Subordinate Work"). Tenant shall complete the 2009 Subordinate Work in accordance with the terms of this Lease, including, without limitation, Exhibit ------- B. If the costs of completing the 2009 Subordinate Work exceeds the sum of the - - 2009 Subordinate Contribution, if any, Tenant shall pay all such costs. In the event that Tenant fails to use all of the 2009 Subordinate Contribution, if any, as set forth above within the first twelve (12) months after the 2009 Subordinate Expansion Space is delivered to Tenant, then the portion of the 2009 Subordinate Contribution, if any, which is not disbursed as provided above shall be applied against installments of Rent next due from Tenant. (d) Landlord shall include in Landlord's 2009 Subordinate Expansion Option Notice its determination of Market Rate. Tenant shall have thirty (30) days after receipt of Landlord's determination to accept, reject or submit for arbitration (as outlined in Article Twenty-Six above). If Tenant elects to submit to arbitration, Tenant shall name its arbitrator in its notice to Landlord that it has selected arbitration. (e) The 2007 Subordinate Expansion Option and the 2009 Subordinate Expansion Option are herein collectively referred to as the "Subordinate Expansion Options". (f) It shall be a condition to Tenant's exercise of either the 2007 Subordinate Expansion Option or the 2009 Subordinate Expansion Option that both at the time of delivery of Landlord's 2007 Subordinate Expansion Option Notice or the 2009 Subordinate Expansion Option Notice and at the commencement of the Term with respect to either the 2007 Subordinate Expansion Option or the 2009 Subordinate Expansion Option: (i) Tenant is not in Default under this Lease, and (ii) except as may be permitted below, Tenant and/or an Affiliate is occupying the Premises for the conduct of business. Any termination of this Lease or termination of Tenant's right of possession shall terminate all of Tenant's rights to any of the remaining Subordinate Expansion Options. Except as set forth below, either of the Subordinate Expansion Options may be exercised only by and is personal to Tenant and/or an Affiliate and may not be exercised by or for the benefit of any other party. 55 Notwithstanding anything to the contrary contained in this Lease, Tenant's rights to exercise either of the Subordinate Expansion Options shall not be affected by any sublease of the Premises entered into pursuant to the terms of this Lease, but in no event shall any sublessee have any rights to exercise either of said Subordinate Expansion Options. In addition, the right to exercise either of the Subordinate Expansion Options shall be automatically transferred to (i) an Assignee who leases the entire Premises pursuant to the terms of this Lease or (ii) to any Assignee pursuant to an Assignment of this Lease for more than 25% of Tenant's then leased space in the Building, but shall not be transferred to any Assignee pursuant to an Assignment of this Lease for less than 25% of Tenant's then leased space in the Building. (g) In the event that Tenant exercises either of the foregoing Subordinate Expansion Options, Tenant agrees to enter into an amendment to this Lease reasonably acceptable to Tenant incorporating the applicable Subordinate Expansion Space to the Premises and making such other conforming changes as are necessary to the computation of the Monthly Base Rent and the calculation of Tenant's Share applicable to such option the earlier of (i) sixty (60) days following the exercise of the either of the Subordinate Expansion Options or (ii) thirty (30) days following the delivery of the arbitrator's decision to the parties pursuant to the terms of Article Twenty-Six of this Lease. The Subordinate Expansion Option Spaces shall be leased for their respective Terms upon the terms and conditions provided for in this Lease, except for such changes as are required pursuant to the terms hereof, which shall be as set forth in the Amendment described above. If Tenant does not execute and deliver the Amendment to this Lease to Landlord as set forth above, neither Landlord nor Tenant shall have any obligation to the other under this Article Twenty-Nine. (h) If the 2007 Subordinate Expansion Space becomes available before 2007 or the 2009 Subordinate Expansion Space becomes available before 2009, then Tenant shall have the Offer Right set forth in Article Twenty-Eight hereof. In the event Tenant fails to exercise its Offer Right as to either of the Subordinate Expansion Spaces, the same shall be offered Tenant if it becomes available again before the respective Subordinate Expansion Option is available. Furthermore regardless of the number of times tenant fails to exercise its Offer Right with respect to either of the Subordinate Expansion Spaces, the provisions of this Article Twenty-Nine shall remain in full force and effect. (i) As long as Tenant is leasing at least 129,097 rentable square feet under this Lease, then no previously exercised Contraction Option (as set forth below) shall affect Tenant's Subordinate Expansion Options as defined herein. If, at any point in time, Tenant has exercised a Contraction Option and leases less than 129,097 rentable square feet, the next Subordinate Expansion Option only will become null and void. ARTICLE THIRTY CONTRACTION OPTION (a) Tenant shall have the option (the "First Contraction Option") to contract its premises by 8,000 to 10,000 rentable square feet (the "First Contraction Space") effective any time during the year 2006. If Tenant elects to exercise the First Contraction Option, Tenant shall notify Landlord of its intent to do so (the "Tenant's First Contraction Notice") no less than twelve (12) months prior to the effective date thereof. Tenant shall pay Landlord a sum equal to two (2) years 56 of the then-escalated gross rent which would next become due in connection with the First Contraction Space after the effective date set forth in Tenant's First Contraction Notice (the "First Contraction Payment"). Tenant shall pay the First Contraction Payment one-half (1/2) upon delivery of Tenant's First Contraction Notice and one-half (1/2) thirty (30) days prior to the effective date. (b) Tenant shall also have the option (the "Second Contraction Option") to contract its premises by 10,000 to 20,000 rentable square feet (the "Second Contraction Space") effective any time during the year 2008. If Tenant elects to exercise the Second Contraction Option, Tenant shall notify Landlord of its intent to do so (the "Tenant's Second Contraction Notice") no less than twelve (12) months prior to the effective date thereof. Tenant shall pay Landlord a sum equal to two (2) years of the then-escalated gross rent which would next become due in connection with the Second Contraction Space after the effective date set forth in Tenant's Second Contraction Notice (the "Second Contraction Payment"). Tenant shall pay the Second Contraction Payment one-half (1/2) upon delivery of Tenant's Second Contraction Notice and one-half (1/2) thirty (30) days prior to the effective date. (c) Tenant shall also have the option (the "Third Contraction Option") to contract its premises by 10,000 to 20,000 rentable square feet (the "Third Contraction Space") effective any time during the year 2012. If Tenant elects to exercise the Third Contraction Option, Tenant shall notify Landlord of its intent to do so (the "Tenant's Third Contraction Notice") no less than twelve (12) months prior to the effective date thereof. Tenant shall pay Landlord a sum equal to two (2) years of the then-escalated gross rent which would next become due in connection with the Third Contraction Space after the effective date set forth in Tenant's Third Contraction Notice (the "Third Contraction Payment"). Tenant shall pay the Third Contraction Payment one-half (1/2) upon delivery of Tenant's Third Contraction Notice and one-half (1/2) thirty (30) days prior to the effective date. (d) The First Contraction Option, the Second Contraction Option and the Third Contraction Option are herein collectively referred to as the "Contraction Options". (e) It shall be a condition to Tenant's exercise of any of the Contraction Options that, both at the time of the exercise of the Contraction Option and at the effective date thereof, Tenant is not in Default under this Lease. (f) Tenant shall use commercially reasonable efforts to deliver to Landlord space consisting of no less than 5,000 square feet of Rentable Area of a commercially leaseable configuration with a proportional window to floor ratio. If Tenant shall exercise any of the Contraction Options set forth in this Article Twenty-Nine, the next effective Expansion or Subordinate Expansion Option provided for in this Lease shall be waived by Tenant. (g) Tenant's failure to strictly comply with the provisions regarding the Contraction Options shall nullify any attempted exercise of the Contraction Options by Tenant. Except as set forth below, the Contraction Options may be exercised only by and is personal to Tenant or an Affiliate and may not be exercised by or for the benefit of any other party. 57 Notwithstanding anything to the contrary contained in this Lease, Tenant's rights to exercise any of the Contraction Options shall not be affected by any sublease of the Premises entered into pursuant to the terms of this Lease, but in no event shall any sublessee have any rights to exercise any of said Contraction Options. In addition, the right to exercise any of the Contraction Options shall be automatically transferred to (i) an Assignee who leases the entire Premises pursuant to the terms of this Lease or (ii) to any Assignee pursuant to an Assignment of this Lease for more than 25% of Tenant's then leased space in the Building, but shall not be transferred to any Assignee pursuant to an Assignment of this Lease for less than 25% of Tenant's then leased space in the Building. ARTICLE THIRTY-ONE TERMINATION OPTION Tenant shall have the option (the "Termination Option") to terminate this Lease effective as of the last day of December 31, 2010 (the "Termination Effective Date"). If Tenant elects to exercise the Termination Option, Tenant shall notify Landlord of its intent to do so (the "Tenant's Termination Notice") no later than June 30, 2008. Tenant shall pay Landlord a sum equal to two (2) years of the then-escalated gross rent which would next become due after the Effective Date (the "Termination Payment"). Tenant shall pay the Termination Payment one-half (1/2) upon delivery of Tenant's Termination Notice and one-half (1/2) December 1, 2010. It shall be a condition to Tenant's exercise of the Termination Option that, both at the time of the exercise of the Termination Option and on the Termination Effective Date, Tenant is not in Default under this Lease. Tenant's failure to strictly comply with the provisions regarding the Termination Option shall nullify any attempted exercise of the Termination Option by Tenant. Except as set forth below, the Termination Option may be exercised only by and is personal to Tenant or an Affiliate and may not be exercised by or for the benefit of any other party. Notwithstanding anything to the contrary contained in this Lease, Tenant's rights to exercise the Termination Option shall not be affected by any sublease of the Premises entered into pursuant to the terms of this Lease, but in no event shall any sublessee have any rights to exercise said Termination Option. In addition, the right to exercise the Termination Option shall be automatically transferred to an Assignee who leases the entire Premises pursuant to the terms of this Lease, but shall not be available to any Assignee pursuant to an Assignment of this Lease for less than all of Tenant's then leased space in the Building. ARTICLE THIRTY-TWO SIGNAGE (a) Tenant shall have the right, upon leasing, occupying and maintaining under lease at least 191,000 rentable square feet in the Building, to control naming rights to the Building once the rights currently granted to Chase Bank have either expired or been relinquished pursuant to the terms of the Chase Bank lease now in effect. Not withstanding the foregoing, Landlord agrees not to grant Building naming rights to any other tenant who leases or will lease less than 150,000 rentable square feet. 58 (b) If Tenant is granted naming rights to the Building as set forth above, Tenant will be permitted to furnish and install signage on the exterior of the Building at Tenant's sole expense. The exact size, location and design of the signage shall be similar to the Chase Bank signage and shall be approved by Landlord which consent shall not be unreasonably withheld or delayed. (c) As long as Tenant leases at least 129,097 rentable square feet in the Building, Tenant shall have the right to install an identification sign on the elevator wall at a low-rise elevator bank using Tenant's standard corporate logo or graphics. All signs shall be affixed in such manner as reasonably approved by Landlord. The size and location of the signage shall be mutually agreed upon by Landlord and Tenant. Except as hereinprovided, Tenant shall not display, maintain or affix on any place on or about the Building any sign, notice, legend or advertisement. ARTICLE THIRTY-THREE PERSONNEL BRIDGE (a) Pursuant to the terms and conditions of the Prior Lease, Tenant has constructed and currently is responsible for the Bridge. Tenant shall, at its sole cost and expense, be responsible for the operation (including, without limitation, security, heating, cooling and cleaning of the interior and exterior of the Bridge), repair, maintenance and replacement of the Bridge. Without limiting the foregoing, Tenant shall, at its sole cost and expense, at all times maintain the Bridge in good order, appearance, condition and repair and shall comply with all applicable Laws. Tenant shall, at its sole cost and expense, repair and restore or demolish the Bridge if damaged by any fire or other casualty. Tenant shall pay all real estate taxes in connection with or attributable to the Bridge, including, without limitation, any increases in the real estate taxes for the Building attributable to the Bridge. Upon expiration of the Term hereof or upon any termination of this Lease, the provision of Section 12.01 hereof shall apply. (b) Tenant agrees to indemnify and hold harmless the Indemnitees from and against any and all claims, demands, actions, liabilities, damages, costs and expenses (including court costs and reasonable attorneys' fees), for injuries to all persons and damage to or loss of property arising in connection with the Bridge, including, without limitation, any and all claims, demands, actions, liabilities, damages, costs and expenses arising from any breach of security of the Premises or the Building in connection with the Bridge, from the maintenance and condition of the Bridge, from any activity, use, work, or thing done, permitted or suffered by Tenant in or about the Bridge 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 in connection with the Bridge or due to any other act or omission of Tenant, its agents or employees in connection with the Bridge. If any such proceeding is filed against any of the Indemnitees, Tenant agrees, upon Landlord's request, to defend such proceeding at its sole cost by legal counsel reasonably satisfactory to Landlord. (c) Tenant shall have no right to assign, transfer or otherwise dispose of its rights or interests under this Article Thirty-Three, such rights being granted solely to The Northern Trust Company; provided however, that any Affiliate shall be entitled to the rights granted to Tenant hereunder. 59 ARTICLE THIRTY-FOUR MISCELLANEOUS 34.01 LATE CHARGES All payments required hereunder (other than the Monthly Base Rent, Rent Adjustments, and Rent Adjustment Deposits, which shall be due as hereinbefore provided) to Landlord shall be paid within thirty (30) days after Landlord's demand therefor. All such amounts (including, without limitation Monthly Base Rent, Rent Adjustments, and Rent Adjustment Deposits) not paid when due shall bear interest from the date due until the date paid at the Default Rate in effect on the date such payment was due. 34.02 WAIVER OF JURY TRIAL As a material inducement to the parties to enter into this Lease, Landlord and Tenant each hereby waive their respective right to a trial by jury of any issues relating to or arising out of its obligations under this Lease or its occupancy of the Premises. The parties acknowledge that they have read and understood the foregoing provision. 34.03 OPTION This Lease shall not become effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. The submission of the Lease to Tenant does not constitute a reservation of or option for the Premises, except that it shall constitute an irrevocable offer on the part of Tenant in effect for five (5) business days to lease the Premises on the terms and conditions herein contained. 34.04 TENANT AUTHORITY Tenant represents and warrants to Landlord that it has full authority and power to enter into and perform its obligations under this Lease, that the person executing this Lease is fully empowered to do so, and that no consent or authorization is necessary from any third party. Landlord may request that Tenant provide Landlord evidence of Tenant's authority. 34.05 ENTIRE AGREEMENT This Lease, the Exhibits attached hereto and the Workletter contain the entire agreement between Landlord and Tenant concerning the Premises and there are no other agreements, either oral or written, and no other representations or statements, either oral or written, on which Tenant has relied. This Lease shall not be modified except by a writing executed by Landlord and Tenant. 34.06 MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE If Mortgagee of Landlord requires a modification of this Lease which shall not result in any increased cost or expense to Tenant or in any other substantial and adverse change in the rights and obligations of Tenant hereunder, then Tenant agrees that the Lease may be so modified. 60 34.07 SATELLITE SYSTEM During the term of this Lease (and any amendments or renewals), Tenant shall have an option to enter into a non-exclusive license (the "License") to install, operate, maintain and operate a reception-only satellite dish antenna, mounted on a non-penetrating structure, and related plenum-rated cabling (the "System"), upon and subject to the terms and conditions set forth in Exhibit I attached hereto and made a part hereof. 34.08 EXCULPATION Tenant agrees, on its behalf and on behalf of its successors and assigns, that any liability of Landlord with respect to this Lease shall never exceed the amount of offset which Tenant utilizes pursuant to Section 11.05 of this Lease plus an amount not to exceed $10,000,000 (the "Liability Cap") and Tenant shall not be entitled to recover from Landlord any amounts in excess of the Liability Cap. 34.09 ACCORD AND SATISFACTION No payment by Tenant or receipt by Landlord of a lesser amount than any installment or payment of Rent due shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or any letter accompanying any check or payment of Rent shall be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such installment or payment of Rent or pursue any other remedies available to Landlord. No receipt of money by Landlord from Tenant after the termination of this Lease or Tenant's right of possession of the Premises shall reinstate, continue or extend the Term. 34.10 LANDLORD'S OBLIGATIONS ON SALE OF BUILDING In the event of any sale or other transfer of the Building, Landlord shall be entirely freed and relieved of all agreements and obligations of Landlord hereunder accruing or to be performed after the date of such sale or transfer, provided that all of Landlord's obligations hereunder are specifically assumed by the buyer or transferee. 34.11 BINDING EFFECT This Lease shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and permitted assigns. 34.12 CAPTIONS The Article and Section captions in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such Articles and Sections. 61 34.13 APPLICABLE LAW This Lease shall be construed in accordance with the laws of the State of Illinois. If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each item, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law. 34.14 ABANDONMENT In the event Tenant vacates or abandons the Premises but is otherwise in compliance with all the terms, covenants and conditions of this Lease, Landlord shall (i) have the right to enter into the Premises in order to show the space to prospective tenants during the last twelve (12) months of the Term and in accordance with the provisions of Section 7.02 of this Lease, and (ii) have the right to reduce the services provided to Tenant pursuant to the terms of this Lease to such levels as Landlord reasonably determines to be adequate services for an unoccupied premises. Tenant expressly acknowledges that in the absence of written notice pursuant to Section 11.02(a), hereof, none of the foregoing acts of Landlord or any other act of Landlord shall constitute a termination of Tenant's right to possession or an acceptance of Tenant's surrender of the Premises, and the Lease shall continue in effect. As long as Tenant is not in monetary default, or any other default, neither vacating the Premises nor discontinued occupancy shall constitute a default by Tenant. 34.15 LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES If Tenant fails timely to perform any of its duties under this Lease or the Workletter within the time frames provided for in this Lease or within thirty (30) days of receipt of notice from Landlord of its failure to so perform (except with respect to the payment of Rent which shall be in accordance with the provisions of Section 11.01(a)(i)), Landlord shall have the right (but not the obligation), to perform such duty on behalf and at the expense of Tenant without additional prior notice to Tenant, and all reasonable sums expended or expenses incurred by Landlord in performing such duty shall be deemed to be additional Rent under this Lease and shall be due and payable thirty (30) days after request for payment. 34.16 GENERATOR Tenant shall have to right to elect to install a generator in the Building to serve the Premises to the extent that Landlord has space available which has been designated for such use. Tenant shall notify Landlord of such election in writing indicating the type and size of the generator. Landlord shall, within thirty (30) days of such notice of election, inform Tenant as to whether there is any space available and, if so, of the terms on which Landlord would enter into a license agreement for such space and the location at which such generator could be placed (the "Generator Terms"). Tenant shall thereafter have twenty (20) days to notify Landlord if it accepts or declines the Generator Terms and, if Tenant accepts the Generator Terms, it must provide Landlord with the actual plans and specs for such generator. Landlord shall thereafter have an additional twenty(20) days to approve such plans and if Landlord approves the plans and specs, Landlord and Tenant 62 shall enter into a license agreement for such generator in form and substance reasonably satisfactory to both parties within the succeeding sixty (60) day period. Said license agreement will govern the installation, operation and maintenance of the generator and shall also provide that Tenant, at Tenant's sole expense, will comply with all Laws governing the installation, operation and maintenance of the generator. 34.17 RIDERS All Riders attached hereto and executed both by Landlord and Tenant shall be deemed to be a part hereof and hereby incorporated herein. IN WITNESS WHEREOF, this Lease has been executed as of the date set forth in Section 1.01(4) hereof. LANDLORD: TENANT: METROPOLITAN LIFE INSURANCE THE NORTHERN TRUST COMPANY COMPANY By: /s/ Donald K. Devine By: /s/ James R. Taylor ----------------------- ----------------------- Its: Vice President Its: Vice President ---------------- -------------------- 63 SCHEDULE ONE Controllable Operating Expenses -------------------------------
Cap Amount Scenario 1 Scenario 2 Actual/Paid(Difference) Actual/Paid(difference) ----------------------- ----------------------- Year 1 6.00% 10.0%/6.0%(-4.0%) 6.0%/6.0%(0%) Year 2 6.36% 10.0%/6.36%(-7.64%) 6.0%/6.0%(+.36%) Year 3 6.74% 5.0%/6.74%(-5.9%) 6.0%/6.0%(+1.10%) Year 4 7.15% 5.0%/7.15%(-3.75%) 6.0%/6.0%(+2.25%) Year 5 7.57% 5.0%/7.57%(-1.18%) 12.0%/7.57%(-4.43%) Year 6 None 12.0%/12/0%* 8.0%/10.25%**
*No "catch-up" since every prior year reached the maximum allowable - shortfall of 1.18% will not be paid **"Catch-up" applies to the extent that 2.25% was not used in prior years - shortfall of 2.18% will not be paid Schedule A - Page 1 of 1 EXHIBIT A PLAN OF PREMISES ---------------- EXHIBIT A - Page 1 EXHIBIT B WORKLETTER AGREEMENT This agreement (the "Agreement") is attached to and made a part of the Office Lease dated ________________ (the "Lease") between Metropolitan Life Insurance Company, a New York corporation and The Northern Trust Company, an Illinois corporation. The terms of this Agreement shall be applicable to the Tenant Work and shall not be applicable to Tenant Alterations as set forth in Article Nine of the Lease. Any terms used in this Agreement which are not otherwise defined shall have the same meaning as in the Lease. 1. On the Commencement Date, Tenant shall have accepted the Initial Premises in an AS IS condition and Tenant shall perform the Tenant Work as set forth herein and in the Lease. In the event that Tenant exercises any of the options set forth in Articles Twenty-Seven, Twenty-Eight or Twenty-Nine with respect to adding additional space to the Premises, the following provision shall also apply: On the Commencement Date of each option set forth above, Tenant shall have accepted the applicable Premises in an AS IS condition and Tenant shall perform such Tenant Work in the Premises as are necessary for Tenant to operate its business from the Premises in accordance with the terms and conditions set forth herein. 2. Tenant shall cause to be prepared such architectural, design, mechanical, electrical, plumbing and other plans (the "Tenant Plans") as are necessary for completion of the Tenant Work. Tenant shall submit the Tenant Plans to Landlord for its approval, which approval shall not be unreasonably withheld. Landlord shall complete its review of the Tenant Plans within five (5) business days following receipt thereof and Landlord shall take all reasonable steps to avoid causing any delay to Tenant's completion of the Tenant Work. In the event of any exception by Landlord to Tenant Plans, Tenant shall take steps to appropriately modify the Tenant Plans and shall resubmit the revised Tenant Plans to Landlord, which shall again be reviewed within five (5) business days following receipt. Landlord's approval of the Tenant Plans shall in no way be deemed assurances that the Tenant Work complies with applicable laws, ordinances or codes, or any implied warranty of the adequacy or sufficiency of the design or quality of any items shown therein. Landlord shall cooperate with Tenant by signing any documents required to enable Tenant to obtain a building permit and whatever authorizations are required to proceed with the Tenant Work when requested by Tenant, even if such request is made prior to Landlord's approval of Tenant Plans. Landlord shall not be deemed to have waived its right to approve or disapprove Tenant Plans if Landlord has not approved Tenant Plans at the time it signs such documents. 3. Tenant shall make such contracts and arrangements as Tenant determines to be necessary and desirable for the construction and installation of Tenant Work using contractors and subcontractors reasonably acceptable to Landlord. Landlord agrees that Landlord shall approve or EXHIBIT B - Page 1 disapprove any general contractor and/or subcontractors within five (5) business days after submission by Tenant. 4. Prior to the commencement of the construction and installation of the Tenant Work, or the delivery of any materials to the Premises or the Building, Tenant shall (a) procure all required licenses, permits and approvals from all governmental authorities including, but not limited to, the substitution of Tenant's self-certification in connection therewith as may be acceptable to the City of Chicago Building Department from time to time, and (b) deliver to Landlord certificates evidencing the following insurance coverages which are required by Landlord of general contractor and which shall remain in effect for so long as any Tenant Work is being undertaken or performed on the Premises or in the Building: Comprehensive General Liability policies having a single aggregate limit of $5,000,000, covering operations and premises liability, completed operations liability, broad form property damage, personal injury, blanket contractual liability insurance coverage, independent contractor's coverage, and workers' compensation in statutory amounts. Tenant shall also deliver to Landlord copies of certificates evidencing such insurance as shall be required by the general contractor of any sub-contractors who work in the Building. The completed operations liability coverage shall continue in force for one year after the date of the substantial completion of the Tenant Work. Tenant agrees to defend and hold the Indemnitees harmless from all actions, claims, liability and damages in any way arising out of or relating to the construction and installation of the Tenant Work in the Premises other than for claims, actions, liability and damages arising out of the negligence or misconduct of Landlord, its employees, agents, contractors or subcontractors, and to name the Indemnitees as additional insured parties as their interests may appear in such insurance policies. 5. Tenant agrees to construct and install the Tenant Work using quality materials and workmanship compatible with the Building. Tenant shall use qualified craftsmen and laborers who are compatible with the trade unions operating in the Building and Tenant shall use its reasonable efforts to avoid labor unrest in the Premises and in the Building. Tenant shall, with Landlord's prior approval, schedule the delivery of materials and performance of work in the Premises and Building in such manner as not to disrupt Building operations, which approval shall not be unreasonably withheld. The loading dock and freight elevators are open Monday through Friday, 7:30 a.m. to 4:00 p.m. Exclusive use of the facilities is scheduled on a first-come, first-served basis, with the Office of the Building, subject to Landlord's reasonable scheduling guidelines. Landlord shall cooperate with Tenant and Tenant's contractor in permitting access to the Premises through freight elevator and loading docks, subject to Landlord's reasonable scheduling guidelines. Landlord will allow Tenant to use the Building freight elevators and loading dock after normal business hours at no additional charge except for the actual cost of such additional security and/or elevator operator personnel that Landlord may deem necessary. 6. During completion of the Premises, Tenant shall not be charged for utility usage within the Premises. Tenant shall pay costs for hoisting and freight elevator usage in accordance with Landlord's regular published rates therefor. If Tenant does not request Landlord to provide project management services, Tenant shall reimburse Landlord's reasonable actual out-of-pocket expenses for any necessary consultants to review plans and specifications. EXHIBIT B - Page 2 7. Landlord shall disburse each of the Contribution, the 2001 Contribution, the 2004 Contribution, the 2005 Contribution, the 2007 Contribution, the 2011 Contribution, the 2007 Subordinate Contribution and the 2009 Subordinate Contribution no more often than once monthly as and when the Tenant Work progresses within thirty (30) days following submission of lien waivers and such other documentation as Landlord shall reasonably require, all as further set forth on Schedule A attached hereto and made a part hereof, subject to Tenant's right to apply any or all of such Contributions against Rent in accordance with the provisions of the Lease. 8. Upon completion of the Tenant Work and the Tenant's acceptance thereof, Tenant shall so certify to Landlord and Tenant shall deliver to Landlord copies of the final affidavits, certificates and copies of waivers of lien of Tenant and all contractors, subcontractors and materialmen and the copies of affidavit of Tenant's architect certifying that all the Tenant Work has been constructed and installed in the Premises in substantial conformity with the Tenant Plans, as from time to time amended with Landlord's approval. 9. Tenant accepts, assumes and shall be solely responsible for all risks for the construction and installation of the Tenant Work other than for risks resulting from the negligence or misconduct of Landlord, its employees, agents, contractors or subcontractors. Except as set forth in the Lease, the Indemnitees shall have no liability or obligation to Tenant or to any other parties, and make no warranties or representations, including any warranty of fitness for particular use, to Tenant by reason of any approval, consultation or other services provided by Landlord or Manager, its or their employees, agents, contractors or subcontractors. Landlord shall have no responsibility to Tenant or to any other parties for the construction and installation of the Tenant Work. 10. Tenant shall have access to the Premises for the purposes of installation of the Tenant Work and such access and construction shall be in accordance with the provisions of this Rider and other provisions of the Lease. Tenant agrees that any such entry into and access to the Premises shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease, except as to the covenant to pay Rent. Tenant further agrees that to the extent permitted by law, and excepting the negligence or misconduct of Landlord (and its employees or agents) and the Indemnitees, Landlord and the Indemnitees shall not be liable in any way for any injury or death to any person or persons, loss or damage to any Tenant Work and installations made in the Premises or loss or damage to property placed therein the same being at Tenant's sole risk. 11. Within sixty days following Tenant's occupancy of the Premises for the conduct of business, Tenant shall provide Landlord with a set of "as built" plans, drawings and specifications for the Premises and a list of all building materials used in the completion of the Tenant Work (by manufacturer and lot numbers), including for example, ceiling tile, wall coverings, floor coverings and adhesives. EXHIBIT B - Page 3 Schedule A ---------- TENANT CONTRIBUTION REIMBURSEMENT GUIDELINES The following conditions are necessary to process tenant improvement reimbursements. All reimbursements are processed as provided in the Lease. 1) For partial or full payments of tenant improvement reimbursements, provide a letter to CB Richard Ellis, Inc., Attention: Office of the Building, formally requesting the reimbursement along with the following documents: a) Cover sheet listing each contractor and the corresponding payment request amount b) A copy of the payment request followed by the corresponding original lien waiver for: i) The general contractor covering the full value of the request ii) Each sub-contractor, including architectural and engineering consultants c) The lien waiver must name Metropolitan Life Insurance Company, as owner. 2) Electrical and data contractors are required to repair fire stop penetrations and to remove debris. Inspection of electrical and telephone closets will take place after final request for payment is received. The following charges will apply if the accompanying condition is present: a) Removal of debris, including wire, pipe, garbage, etc. $75.00 b) Each fire stop penetration repair $50.00 EXHIBIT B - Page 4 EXHIBIT C RULES AND REGULATIONS --------------------- 1. No sign, lettering, picture, notice or advertisement shall be placed on any outside window or in a position to be visible from outside the Premises and if visible from the outside or public corridors within the Building shall be installed in such manner and be of such character and style as Landlord shall approve in writing. 2. Tenant shall not use the name of the Building for any purpose other than Tenant's business address; Tenant shall not use the name of the Building for Tenant's business address after Tenant vacates the Premises; nor shall Tenant use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence. 3. No article which is explosive or inherently dangerous is allowed in the Building. 4. Tenant shall not represent itself as being associated with any company or corporation by which the Building may be known or named. 5. Sidewalks, entrances, passages, courts, corridors, halls, elevators and stairways in and about the Premises shall not be obstructed. 6. No animals (except for dogs in the company of a blind person), pets, bicycles or other vehicles shall be brought or permitted to be in the Building or the Premises. 7. Room-to-room canvasses to solicit business from other tenants of the Building are not permitted; Tenant shall not advertise the business, profession or activities of Tenant conducted in the Building in any manner which violates any code of ethics by any recognized association or organization pertaining to such business, profession or activities. 8. Tenant shall not waste electricity, water or air-conditioning and shall cooperate fully with Landlord to assure the most effective and efficient operation of the Building's heating and air-conditioning systems. 9. No locks or similar devices shall be attached to any door except by Landlord and Landlord shall have the right to retain a key to all such locks except for such secured areas as were established in connection with the Prior Lease or which may be established by mutual consent of the parties hereto. Tenant may not install any locks without Landlord's prior approval. 10. Tenant assumes full responsibility of protecting the Premises from theft, robbery and pilferage; the Indemnitees shall not be liable for damage thereto or theft or misappropriation thereof. Except during Tenant's normal business hours, Tenant shall keep all doors to the Premises locked and other means of entry to the Premises closed and secured. All corridor doors shall remain closed at all times. If Tenant desires telegraphic, telephones, burglar alarms or other electronic mechanical devices, the Landlord will, upon request direct where and how connections EXHIBIT C - Page 1 and all wiring for such services shall be installed and no boring, cutting or installing of wires or cables is permitted without Landlord's prior consent, which shall not be unreasonably withheld. 11. Except with the prior approval of Landlord (other than in connection with the provisions of Section 9.01), all cleaning, repairing, janitorial, decorating, painting or other services and work in and about the Premises shall be done only by authorized Building personnel. 12. The weight, size and location of safes, furniture, equipment, machines and other large or bulky articles shall be subject to Landlord's approval and shall be brought to the Building and into and out of the Premises at such times and in such manner as the Landlord shall direct and at Tenant's sole risk and cost. Prior to Tenant's removal of any of such articles from the Building, Tenant shall obtain written authorization of the Office of the Building and shall present such authorization to a designated employee of Landlord. 13. Tenant shall not overload the safe capacity of the electrical wiring of the Building and the Premises or exceed the capacity of the feeders to the Building or risers. 14. To the extent permitted by law, Tenant shall not cause or permit picketing or other activity which would interfere with the business of Landlord or any other tenant or occupant of the Building, or distribution of written materials involving its employees in or about the Building, except in those locations and subject to time and other limitations as to which Landlord may give prior written consent. 15. Tenant shall not cook, otherwise prepare or sell any food or beverages in or from the Premises or use the Premises for housing accommodations or lodging or sleeping purposes except that Tenant may install and maintain vending machines, coffee/beverage stations and food warming equipment and eating facilities for the benefit of its employees or guests, provided the same are maintained in compliance with applicable laws and regulations and do not disturb other tenants in the Building with odor, refuse or pests. 16. Tenant shall not permit the use of any apparatus for sound production or transmission in such manner that the sound so transmitted or produced shall be audible or vibrations therefrom shall be detectable beyond the Premises; nor permit objectionable odors or vapors to emanate from the Premises. 17. No floor covering shall be affixed to any floor in the Premises by means of glue or other adhesive without Landlord's prior written consent. 18. Tenant shall at all time maintain the window blinds in the lowered position, though Tenant may keep the louvers open. 19. Except as set forth in Section 7.01(a) of the Lease, Tenant shall only use the freight elevator for mail carts, dollies and other similar devices for delivering material between floors that Tenant may occupy. EXHIBIT C - Page 2 20. No smoking, eating, drinking, loitering or laying is permitted in the Common Area except in designated areas. 21. Landlord may require that all persons who enter or leave the Building identify themselves to security guards, 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. 22. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency and shall cooperate and participate in all reasonable security and safety programs affecting the Building. EXHIBIT C - Page 3 EXHIBIT D CLEANING SPECIFICATIONS ----------------------- Time of Cleaning - ---------------- The cleaning operations shall be performed on a five (5) days per week basis after normal business hours, Monday through Friday, excluding holidays.: Lobby Areas - Elevators - ----------------------- 1. Floor of entrance lobby to be swept and washed as required. 2. Floors in elevator cars to be vacuumed, swept or washed nightly. 3. Lobby walls to be washed down when necessary. 4. Clean lobby lights, globes and fixtures when necessary. Washrooms - --------- 1. All floors to be damp mopped and thoroughly cleaned nightly using a dust control method. 2. Toilet seats, bowls, urinals and washbasins to be cleaned and disinfected nightly. 3. All body contact points in washrooms, such as water taps, receptacles and dispensers, door plates and flush valves to be disinfected and polished nightly. 4. Flush tanks, dispensers, receptacles, mirrors, shelves and all exposed piping to be dusted and cleaned nightly. 5. Sani-cans to be emptied, washed and disinfected sanibags replaced nightly. 6. Waste paper to be removed nightly. 7. Paper receptacles to be washed and disinfected weekly. 8. All toilet bowls and urinals to be descaled weekly. 9. Soap containers, toilet paper, towel dispensers and sanitary napkin dispensers to be replenished daily. 10. Toilet partitions to be cleaned daily. EXHIBIT D - Page 1 Office Areas - Nightly Service - ------------------------------ 1. All ash trays and smoking stands to be emptied, washed and polished. 2. All waste receptacles will be emptied and cleaned. 3. Drinking fountains will be washed and polished and all metal bright work will be kept in a clean condition. Office Areas - Periodic Service - ------------------------------- 1. Dusting of all furnishings and fixtures 2. Handmarks to be removed from partition and entrance door glass, doors, frames and walls where the finished surface permits as required. 3. Fabric covered furnishings will be brushed or vacuumed to remove all dust and dirt as required. 4. All carpeted areas will be vacuumed daily. 5. All telephones to be damp wiped monthly. 6. High dusting (above arm's reach) will be done once per month. 7. Hard surfaced floors to be maintained in a clean and polished condition by any of the following methods using top quality, anti-slip floor materials: a) Strip and rewax quarterly. b) Spray buff as required but not less than weekly. Strip and rewax annually. c) Light mop and rewax as required but not less than monthly. Strip and rewax annually. 8. All vertical surfaces of furniture to be damp wiped once per week. 9. All window sills to be damp wiped once per week. 10. Air diffusers will be cleaned twice per year. 11. Venetian blinds will be dusted quarterly. EXHIBIT D - Page 2 EXHIBIT E HEATING, VENTILATING AND AIR-CONDITIONING SYSTEM ------------------------------------------------ The Heating, Ventilating and Air-Conditioning (HVAC) system is designed to maintain an interior temperature of 75 degrees Fahrenheit (dry bulb, 50 percent relative humidity) when outdoor summer temperature is 94 degrees Fahrenheit (dry bulb) - 72 degrees Fahrenheit (wet bulb) and 72 degrees Fahrenheit (dry bulb, 20 percent relative humidity, this is a reference only, no humidity is added to the air by the building) when outdoor winter temperature is -10 degrees Fahrenheit (dry bulb). This is based on an average occupancy density of not more than one (1) person per 150 to 180 square feet of usable area and an average electrical load of 3.5 watts per square foot of usable area. The air distribution system consists of dual floor-by-floor air handling units with variable air volume distribution and plenum air return. A separate air handler serves the window wall and the interior spaces. For floors 6-37 at the exterior curtain walls, perimeter heating and cooling is by means of thermostat regulated variable air volume (V.A.V.) boxes. Floors 1 - 5 have electric baseboard heat with metal enclosure at perimeter exterior wall. The interior zone cooling is by means of V.A.V. boxes. Thermostats, one per V.A.V. box, are spaced approximately one per 1,200 square feet of usable floor area of the premises. The fan room on each floor has central chilled water plant supplying two-(2) air handling systems for each floor. Variable volume air distribution with slot-type diffusers on the perimeter and perforated or slot diffusers in the interior. The system design allows for the maximum utilization of "free cooling", the ability to maintain comfortable environmental conditions without operating the central cooling plant. Cooling tower water is available year round for tenant's auxiliary cooling requirements at an additional cost to tenant and subject to available capacity. Given these design parameters, the building is operated under ASHRAE standards. EXHIBIT E - Page 1 EXHIBIT F BASE BUILDING CONDITIONS ------------------------- Landlord shall deliver the applicable space to Tenant in the condition outlined below at Landlord's sole cost and expense: 1) General - Premises are accepted "as-is" . To the extent available, the Landlord will supply Tenant plans representing the existing condition of the premises. . Landlord will comply with ADA requirements in all common areas of the building. . Locking devises and closers for all common area exits, stairwells, electrical/telephone closets and mens/women toilets. Tenant, at its cost may install combination locks on all toilet entrance doors on floors where the Tenant is a full-floor tenant. 2) Major damage to walls not being removed by the Tenant will be repaired at the expense of the Landlord. 3) The Landlord will contribute up to $1.00 per square foot, but not more than the actual cost per square foot, to achieve floor leveling to within 1/4 inch per 10 lineal feet non-cumulative. In the event the Tenant elects to level any area less than the entire demised expansion space being leased, open and free of partitions, the Tenant agrees at the expiration of the term, at the Landlord election, to remove the leveling material, unless such leveling is necessary to bring a small portion of the area up to the existing grade level (ie., if there is an area of indentation or sunken space, such space shall be raised to existing grade level). 4) Landlord will provide air for the premises for ventilation purposes of not less than 1.04 cfm per usable square foot of floor area or .89 cfm per rentable square foot of floor area. EXHIBIT F - Page 1 EXHIBIT G MAJOR CATEGORIES FOR OPERATING EXPENSES --------------------------------------- 1. Utilities 2. HVAC contract and materials 3. Repairs and Maintenance 4. Janitorial and cleaning 5. Security 6. Landscaping 7. Tenant relations 8. Administration 9. Management Fee 10. Insurance Landlord will supply sufficient detail for each major category, including the subcategories within each major category. For example, utilities could have subcategories which would include gas, water, electric, and sewer. Additionally, Landlord will indicate the monthly building occupancy for the calendar year. Attached is a sample billing prepared by Landlord's Building Manager, (including all referenced footnotes to the billing statement). Notwithstanding anything contained in this Lease to the contrary, Landlord shall be permitted to change the account structure if Landlord changes its chart of accounts or method of accounting, so long as the level of detail does not change. EXHIBIT G - Page 1 EXHIBIT H CATEGORIES FOR REMOVAL ---------------------- 1. Additional HVAC and all related electrical wiring, conduit and other related electrical hardware, and ductwork specifically installed for the unit, except for supplemental equipment currently contained in the telecom rooms. 2. Any vaults or similar installation. 3. All Electrical conduit larger than 3/4 inch that is not used for standard lighting and office use. In addition to the conduit, all related connectors, boxes and switchgear will be removed. 4. All raised floors. 5. Stairwell (if any). 6. Generator (if any). 7. Roof Top communication and all related wiring (if any). 8. Close all floor, ceiling and roof openings, and close any staircases or other openings between floors (if any). 9. If any of the Tenant Additions which were installed by Tenant involved the lowering of ceilings, raising of floors or the installation of specialized wall or floor coverings or lights, then Tenant shall also be obligated to return such surfaces to their condition prior to the commencement of this Lease. Tenant shall also be required to close any staircases or other openings between floors. EXHIBIT H - Page 1 EXHIBIT I SATELLITE LICENSE AGREEMENT --------------------------- This License Agreement ("Agreement") is made and entered into as of this ________ day of _______, 20___, by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation ("Licensor") and THE NORTHERN TRUST COMPANY, a national banking corporation ("Licensee"). WITNESSETH: WHEREAS, Tenant leased certain premises in 10 South LaSalle Street, Chicago, Illinois (the "Building") pursuant to that certain Lease dated December ___, 2000 (the "Lease"), the premises being more particularly described therein (the "Premises"). WHEREAS, Tenant desires to install a Satellite System; WHEREAS, Landlord is willing to permit such installation under the following terms and conditions; NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by both parties, the parties agree as follows: 1. Definitions. Licensor and Licensee agree that the respective terms as used ----------- herein shall, unless the context otherwise requires, have the following meanings: "Building" - that certain office building located at 10 South LaSalle Street, Chicago, Illinois 60603. "Antenna Site" - the applicable portions of the roof and equipment areas of the Building designated by Licensor as the location for Site Equipment (hereinafter defined). The Antenna Site is located in the area depicted on Exhibit A attached hereto. Notwithstanding the foregoing, Licensor shall be entitled to cause Licensee to relocate its Site Equipment from the Antenna Site to a comparable space (a "Relocation Space") at any time upon reasonable notice to Licensee (which notice shall not be given in excess of ninety (90) days prior to such relocation) and Licensee agrees to relocate its Site Equipment at Licensor's sole expense. "Site Manager" ___________________________, or any other entity designated by Licensor to manage the Antenna Site during the term of this agreement. "Site Equipment" means any "receive only" communications equipment, including satellite dishes, base stations, antenna(s), poles, dishes or masts, cabling or wiring and accessories used therewith approved by Licensor for installation, operation and maintenance on the Antenna Site, EXHIBIT I - Page 1 and, as of the date of this Agreement, specifically includes those items on Exhibit B attached hereto. Licensor and Licensee agree that capitalized terms defined elsewhere in this Agreement shall, unless the context requires otherwise, have the meaning there given. Licensor and Licensee shall act in good faith in the performance of their respective obligations under this Agreement and, unless otherwise expressly provided, shall not unreasonably withhold, and shall act as promptly as is reasonably practicable under the circumstances in granting or denying, any consent or approval required hereunder. 2. Grant of License. Licensor is the owner of the Building. Licensee is a ---------------- tenant in the Building and occupies certain space in the Building pursuant to the terms of a lease dated December _____, 2000 (the "Lease"). Licensee desires to install Site Equipment on the Antenna Site. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive and non-assignable license (except to an Affiliate of Tenant as defined in the Lease and/or as set forth below), for the term of this Agreement (as such term may be extended or renewed), to install, maintain and operate the Site Equipment, at the sole cost and expense of Licensee, subject to Licensor's approval in all respects. The Site Equipment shall be solely for the use of Licensee. Licensee is specifically prohibited from selling, reselling, or distributing services associated with the Site Equipment to a third party. Licensee acknowledges that Licensor has previously granted rights to use the roof of the Building and risers to others and that the rights granted to Licensee hereunder are expressly subject and subordinate to the rights previously granted to others, whether or not such others have exercised such rights as of the date of this Agreement and the Site Equipment shall not interfere with any rooftop equipment now or hereafter installed pursuant to any such rights. Licensor shall use reasonable efforts to prevent any other rooftop equipment now or hereafter installed from interfering with the Site Equipment. Licensee further acknowledges that Licensor shall have the right hereafter to grant similar or other rights to third parties to use the roof or other space at the Building for antennae, antenna dish or other devices for the reception or transmission of communications, data or other signals. Notwithstanding anything to the contrary contained in this Agreement, Licensee's rights hereunder shall not be affected by any sublease of the Premises entered into pursuant to the terms of the Lease. In addition, the right under this License shall be automatically transferred to an Assignee who leases the entire Premises pursuant to the terms of this Lease and may be (at Licnesor's discretion, be transferred to any Assignee pursuant to an Assignment of the Lease for more than 25% of Licensee's then leased space in the Building, but shall not be transferred to any Assignee pursuant to an Assignment of the Lease for less than 25% of Licensee's then leased space in the Building. 3. Plans. Prior to the installation of the Site Equipment, Licensee shall ----- deliver to Licensor, for its review and approval, a set of plans and specifications for the Site Equipment, which shall include, without limitation, satellite dish design, size, floor and power load requirements, cabling installations the means of affixing the satellite dish, and the means of connecting the Site Equipment to the Building's electrical system and to the Leased Premises. The satellite dish(es) EXHIBIT I - Page 2 shall be receive-only and will have a non-penetrating mast mount design unless required by Laws. Licensee shall deliver to Licensor such additional information as may be requested by Licensor from time to time. 4. Installation. The Site Equipment and its installation, maintenance and ------------ operation, shall comply with all applicable laws, ordinances and regulations. Prior to the installation and operation of the Site Equipment by Licensee, Licensee shall, at its sole cost and expense, obtain all necessary licenses, permits and approvals from all governmental agencies having jurisdiction. The Site Equipment shall be installed and maintained by contractors acceptable to Licensor, in accordance with the approved plans and specifications and in compliance with all requirements of Licensor. 5. Interference. If, in the sole judgment of Licensor, any electrical, ------------ electromagnetic, radio frequency or other interference shall result from the operation of any of Licensee's Site Equipment, Licensee agrees that Licensor may, at Licensor's option, shut down Licensee's equipment upon not less than eight (8) business hours prior verbal notice to Licensee; provided, however that if an emergency situation exists, which Licensor reasonably determines in its sole discretion to be attributable to Licensee's equipment, Licensor may immediately notify Licensee verbally, who shall act immediately to remedy the emergency situation. Should Licensee fail to so remedy said emergency situation, Licensor may then act to shut down Licensee's Site Equipment. Licensee shall indemnify and defend Licensor and hold it harmless from all expenses, costs, damages, loss, claims or other liabilities arising out of said shutdown. Licensee agrees to cease operations (except for intermittent testing on a schedule approved by Licensor) until the interference has been corrected to the satisfaction of Licensor. If such interference has not been corrected within 60 days (which correction may include a change of Site Equipment in accordance with the terms hereof), Licensor may, at its sole option, either terminate this Agreement forthwith, or may require that Licensee immediately remove from the Antenna Site the specific item of Site Equipment causing such interference, in which latter case the Monthly License Fee shall be reduced by the portion of the fee applicable to such equipment for the remainder of the Term and all other terms and conditions of this Agreement shall remain in full force and effect. 6. Electricity. Licensee shall be responsible for the cost of supplying ----------- electricity to the Site Equipment. Electric usage shall be determined, at Licensor's option, either (a) by meters installed by Licensor at Licensee's sole cost and expense, or (b) by Licensor's reasonable estimate. Licensee shall pay Licensor monthly, within fifteen (15) days of being billed therefor, for all electricity used in connection with the operation of the Site Equipment. 7. Access. Licensee or Licensee's agents shall have the right to enter those ------ parts of the Building outside the premises leased to Licensee under the Lease which are reasonably necessary for the installation, maintenance and removal of the Site Equipment in the event of an emergency (under such regulations as Landlord prescribes for security purposes) or, after twenty-four (24) hours advance notice to Licensor and the opportunity to have a representative present. 8. Maintenance. Licensee shall keep its Site Equipment, the Antenna Site and ----------- the areas immediately surrounding same neat and clean. Licensee shall conduct its business and control its agents, employees, invitees and visitors in such manner as not to create any nuisance, or interfere with, annoy or disturb any other licensee or tenant of the Building or Licensor in its operation of the EXHIBIT I - Page 3 Building (including the Antenna Site). Licensor shall have no obligation to license, maintain, operate or safeguard the Site Equipment. 9. Mechanic's Liens. Licensee will not permit any lien or claim for lien of ---------------- any mechanic, laborer or supplier or any other lien to be filed against the Antennae Site in accordance with the provisions of Section 9.02 of the Lease. 10. License Fee. During the term of this Agreement, Licensee shall pay to ----------- Licensor a license fee in the amount of _______________($____) per month. The license fee shall be (a) payable in advance on the first day of each and every calendar month during the term of this Agreement, without deduction or set off; and (b) prorated for any partial calendar month at the beginning or end of the term based upon the number of days in the applicable month. The pro rated license fee for the partial month at the beginning of the term, if any, shall be due and payable on the date of this Agreement. Licensor hereby agrees that the license fee shall not exceed the average rates charged by office buildings comparable to the Building in the Chicago West/Central Loop office market. 11. Term. The term of this Agreement shall begin on ___________, and shall end ---- on the earlier of (a) ________________, or (b) the date on which the Lease terminates and shall be extended if the Term of the Lease is extended. 12. Indemnification. Licensee agrees to indemnify, defend and hold harmless --------------- Licensor, its agents, employees and partners, from and against any and all claims, suits, actions, liabilities, damages and/or expenses (including, without limitation, attorney's fees and court costs) arising from or in connection (a) the negligence or willful misconduct of Licensee, its agents, employees or contractors; or (b) the exercise by Licensee of any of its rights under this Agreement; or (c) the failure by Licensee to perform any of its obligations under this Agreement. 13. Insurance. At all times that this License is in effect, Licensee, at its --------- sole expense, shall obtain and keep in force insurance in accordance with the provisions of Article Sixteen. 14. Removal. At the end of the term of this Agreement, or upon the earlier ------- termination of Licensee's rights hereunder, Licensee shall, at its sole cost and expense, remove the Site Equipment in a manner satisfactory to Licensor, and otherwise restore and repair the affected area of the roof and other parts of the Building to the same condition as existed immediately prior to the installation of the Site Equipment, normal wear and tear excepted. Such removal, restoration and repair shall be performed by a contractor, and in a manner, acceptable to Licensor. Notwithstanding the foregoing, Licensor may, at its election, perform such removal, restoration and repair work for Licensee, in which case Licensee shall, within fifteen (15) days of being billed therefor, pay all costs and expenses incurred by Licensor in connection with such work or, at Licensor's sole option, such Site Equipment shall be conclusively presumed to have been abandoned by Licensee and may become the sole property of Licensor. 15. Damage to Building. Licensee shall be solely responsible for all costs ------------------ incurred by Licensor to repair any damage to the Building resulting from the installation, operation, maintenance or removal of the Site Equipment. Licensee shall pay Licensor for such costs upon demand. EXHIBIT I - Page 4 16. Default and Licensor's Remedies. The (i) failure of Licensee to perform ------------------------------- any of its covenants contained in this Agreement and the continuation of such failure for five (5) days after notice from Licensor to Licensee (except with --- respect to the provisions of Section 5 of this Agreement)and/or (ii) Default by Licensee of its obligations under the Lease shall constitute an event of default hereunder, upon the occurrence of which, Licensor shall have, in addition to all remedies available at law or equity, the right to terminate this Agreement and remove the Site Equipment at the sole cost and expense of Licensee. 17. No Assignment; Binding Agreement. Licensee may not transfer, sublease, or -------------------------------- assign all or any part of its interest under this Agreement, except as set forth in Section 2 above, without the prior written consent of Licensor. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 18. Entire Agreement. This Agreement represents the entire agreement between ---------------- the parties hereto and there are no collateral or oral agreements of understandings. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties to this Agreement. 19. Survival. Any and all agreements set forth in this Agreement which, by its -------- or their nature, would reasonably be expected to be performed after the expiration or earlier termination of this Agreement shall survive and be enforceable after the expiration or earlier termination of this Agreement. 20. Miscellaneous. ------------- a. Licensor makes no representations or warranties as to the suitability or effectiveness of the Antenna Site, or as to any governmental requirements applicable thereto. b. Nothing in this Agreement shall be construed to make the roof and/or Building systems part of the premises leased to Licensee pursuant to the Lease for any purpose; nor shall this Agreement be construed to require any services from Licensor with respect to the roof or Building systems by reason of the existence of the Site Equipment. c. Licensee hereby indemnifies and holds Licensor harmless against any loss, claim, expense or liability with respect to any commissions or brokerage fees claimed on account of the execution and/or renewal of this Agreement due to any action of Licensee 21. Limitation of Licensor's Personal Liability. In no event shall Licensor be ------------------------------------------- liable to Licensee for (a) any loss or damage that may be occasioned by or through the acts or omissions of other tenants or licensees of the Building or of any other persons whomsoever or (b) any incidental, indirect, special, consequential, punitive or reliance damages of any nature whatsoever regardless of the foreseeability thereof (including but not limited to, any claim from any client, customer or patron for loss of service, lost profits or lost revenues) arising under or in connection with this Agreement or the performance thereunder, from any breach or partial breach or potential breach of the provisions of this Agreement or arising out of any act or omission by Licensor, its employees, EXHIBIT I - Page 5 servants or agents whether based on breach of contract, breach of warranty, negligence or any other theory of liability. Nothing contained in the immediately preceding sentence shall ever be construed as creating liability in excess of that existing at law or, in any event, increasing the liability of Licensor under any theory or cause of action, however denominated, from that existing at law. Further, the liability of Licensor to Licensee for (a) any default by Licensor under the terms of this Agreement, (b) any tort liability of Licensor to Licensee, or (c) in any other circumstance in which Licensor is judicially determined to have some liability to Licensee, for whatever reason, shall, in each such instance, be limited to the interest of Licensor in the Building and Licensee agrees to look solely to Licensor's interest in the Building for the recovery of any judgment from Licensor, it being intended that Licensor shall never be personally liable for any judgment or deficiency. Notwithstanding anything to the contrary herein, Licensee agrees, on its behalf and on behalf of its successors and assigns, that any liability of Licensor with respect to this Agreement shall never exceed the amount of $10,000,000 and Licensee shall not be entitled to any judgement in excess of that amount. 22. Notices. All notices given in connection with this Agreement shall be in ------- writing and shall be addressed as set forth in the Lease. Any such notice shall be sufficient if sent by registered or certified mail, return receipt requested, postage prepaid; by prepaid overnight delivery service; or by personal delivery. Either party may, by notice to the other party given in accordance with this Section, change the address to which notice is to be sent. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date aforesaid. LICENSEE: THE NORTHERN TRUST COMPANY By: ___________________________________ Its: ___________________________________ LICENSOR: METROPOLITAN LIFE INSURANCE COMPANY, By: ________________________________ Its: ________________________________ EXHIBIT I - Page 6 Exhibit A To Agreement Between Metropolitan Life Insurance Company And The Northern Trust Company. Site Equipment Specifications EXHIBIT I - Page 7 Exhibit B To Agreement Between Metropolitan Life Insurance Company And The Northern Trust Company Antenna Site EXHIBIT I - Page 8 EX-10.(XXVIII) 4 dex10xxviii.txt AGREEMENT FOR LEASE DATED NOVEMBER 15, 2000 EXHIBIT (10)(xxviii) TO 2000 FORM 10-K Dated November 15, 2000 ----------------------------- (1) HERON QUAYS PROPERTIES LIMITED (2) THE NORTHERN TRUST COMPANY (3) CANARY WHARF GROUP PLC ________________________ AGREEMENT FOR LEASE - relating to - the development and leasing of B1 B1M and Floors 5-11 of a new building on parcel HQ-4 Canary Wharf London E14 ________________________ ASHURST MORRIS CRISP Broadwalk House 5 Appold Street London EC2A 2HA Tel: 020 7638 1111 Fax: 020 7972 7990 MEW474C00049/1953324 CONTENTS
CLAUSE PAGE PART 1..................................................................... 1 DEFINITIONS AND INTERPRETATION............................................. 1 1. DEFINITIONS............................................................ 1 2. INTERPRETATION......................................................... 14 PART 2..................................................................... 16 CONSULTANTS AND TRADE CONTRACTORS.......................................... 16 3. CONSULTANTS AND TRADE CONTRACTORS...................................... 16 PART 3..................................................................... 17 DEVELOPMENT OBLIGATIONS.................................................... 17 4. APPROVALS AND STATUTORY REQUIREMENTS................................... 17 5. THE DEVELOPMENT........................................................ 18 6. EXECUTION OF THE BASE BUILDING WORKS................................... 20 7. VARIATIONS TO THE BASE BUILDING WORKS.................................. 20 8. TENANT'S REQUESTED MODIFICATIONS....................................... 22 9. SITE VISITS AND MEETINGS AND SUPPLY OF INFORMATION AND DOCUMENTATION... 28 COPYRIGHT.............................................................. 30 PART 4..................................................................... 30 TENANT'S WORKS............................................................. 30 11. APPROVAL OF TENANT'S WORKS............................................. 30 12. EXECUTION OF TENANT'S WORKS AND SUBSEQUENT OCCUPATION.................. 32 13. TENANT'S WORKS AREAS AND EARLY ACCESS.................................. 35 14. ANCILLARY PROVISIONS AS TO TENANT'S WORKS.............................. 37 15. ENTRY BY THE DEVELOPER TO THE DEMISED PREMISES AFTER THE ACCESS DATE... 38 16. NOT USED............................................................... 38 17. AGREEMENT AS TO OPERATION OF LANDLORD AND TENANT ACT 1927.............. 38 PART 5..................................................................... 39 INDEPENDENT MEASUREMENT AND PRACTICAL COMPLETION........................... 39 18. MEASUREMENT............................................................ 39 19. PRACTICAL COMPLETION................................................... 40 PART 6..................................................................... 42 DEFECTS.................................................................... 42 20. DEFECTS................................................................ 42 PART 7..................................................................... 43 INSURANCE.................................................................. 43 21. INSURANCE.............................................................. 43 PART 8..................................................................... 46 GRANT OF THE LEASE......................................................... 46 22. GRANT OF LEASE, CALCULATION OF RENTS AND OTHER TERMS................... 46 23. TITLE.................................................................. 52 24. CONDITIONS AFFECTING THE GRANT OF THE LEASE............................ 53
PART 9..................................................................... 54 TENANT'S COVENANT, EVENTS OF DEFAULT....................................... 54 25. DELAY.................................................................. 54 26. EVENT OF DEFAULT....................................................... 54 27. NOT USED............................................................... 55 28. NOT USED............................................................... 55 PART 10.................................................................... 55 TAX........................................................................ 55 29. VALUE ADDED TAX........................................................ 55 PART 11.................................................................... 56 DISPUTES, NOTICES AND SENIOR MANAGERS...................................... 56 30. DISPUTES............................................................... 56 31. NOTICES................................................................ 57 32. SENIOR MANAGERS........................................................ 58 PART 12.................................................................... 59 GENERAL PROVISIONS......................................................... 59 33. GENERAL PROVISIONS..................................................... 59 34. DEVELOPER'S SURETY GUARANTEE........................................... 63 SCHEDULE 1................................................................. 65 Jewish Holy Days........................................................... 65 SCHEDULE 2................................................................. 67 (Form of Deed of Acknowledgement of certain Developer's obligations to be provided in respect of each Lease)..................................... 67 SCHEDULE 3................................................................. 69 (Form of Licence re Tenant's Works and Reinstatement TRM's)................ 69 SCHEDULE 4................................................................. 72 Method Statement Matters................................................... 72 SCHEDULE 5................................................................. 74 "Preliminaries"............................................................ 74

INDEX OF ANNEXURES AND EXHIBITS
- ------------------------------------------------------------------------------------------------------------- Annexure Clause - ------------------------------------------------------------------------------------------------------------- A Demised Premises Plans and Development Site Plan - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 1. Demised Premises Plans "Demised Premises - ------------------------------------------------------------------------------------------------------------- 2. Development Site Plan "Development Site Plan" - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- B Building Plans Specifications and Schedules - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 3. Outline Specification Building HQ4 "Base Building Definition" - ------------------------------------------------------------------------------------------------------------- 4. Schedule of Base Building Plans "Base Building Plans" - ------------------------------------------------------------------------------------------------------------- 5. Critical Dates Schedule "Critical Dates Schedule" - ------------------------------------------------------------------------------------------------------------- 6. Minimum Standard Developer's Finish "MSDF Works" - ------------------------------------------------------------------------------------------------------------- 7. Infrastructure Works Description and Plan "Infrastructure Works" - ------------------------------------------------------------------------------------------------------------- 8. Schedule of Early Access Dates "Schedule of Early Access Dates" - ------------------------------------------------------------------------------------------------------------- 9. Early Access Criteria "Early Access Criteria" - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- C List of Material Trade Contractors and Warranties - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 10. List of Existing Material Trade Contractors "Existing Material Trade Contractors" - ------------------------------------------------------------------------------------------------------------- 11. List of Services to be provided by a Material Trade "Material Trade Contractor" Contractor - ------------------------------------------------------------------------------------------------------------- 12. Draft form of Existing Contractor's Warranty "Clause 3.3" - ------------------------------------------------------------------------------------------------------------- 13. Draft form of Material Trade Contractor's Warranty "Clause 3.3" - ------------------------------------------------------------------------------------------------------------- 14. Draft form of Key Consultant's Warranty "Clauses 3.1.2" - ------------------------------------------------------------------------------------------------------------- 15. Permitted Amendments to Warranties "Clauses 3.1.2, 3.1.3, 3.3" - ------------------------------------------------------------------------------------------------------------- 16. Substitute Consultant's Form of Warranty "Substitute's Warranty" - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- D Insurance - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 17. CAR Policy "CAR Policy" - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- E Measurement - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 18. Independent Measurer's Appointment "Clause 18.1.1" - ------------------------------------------------------------------------------------------------------------- 19. Measurement Plans "Measurement Plans" - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- F Lease - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 20. Lease "Lease" - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- G Opinion Letter - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 21. Opinion Letter "Letter of Opinion" - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- H Sub-underlease - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- 22. Sub-underlease "Sub-underlease" - -------------------------------------------------------------------------------------------------------------
THIS AGREEMENT is made the day of 2000 B E T W E E N:- (1) HERON QUAY PROPERTIES LIMITED whose registered office is at One Canada Square Canary Wharf London E14 5AB (Company registration number 2276627) (the "Developer"); (2) THE NORTHERN TRUST COMPANY an Illinois banking corporation registered in the State of Illinois whose registered office is 50 South La Salle Street Chicago Illinois 60675 whose address for service in the U.K. is 155 Bishopsgate London EC2M 3XS (the "Tenant") (3) CANARY WHARF GROUP PLC whose registered office is at One Canada Square Canary Wharf London E14 5AB (Company registration number 3114622) (the "Developer's Surety") INTRODUCTION (A) The Developer intends to continue the development of the Development Site by constructing or procuring the construction on the Site of the Base Building Works in accordance with the terms of this Agreement (B) When the Base Building Works have been completed the Developer has agreed to grant and the Tenant has agreed to accept in accordance with the terms of this Agreement two leases for a term of 20 years of those parts of the Building together comprising the Demised Premises (C) The Tenant is aware that (without prejudice to the Developer's primary obligations to the Tenant under this Agreement) the design and construction of the Base Building Works under this Agreement will be carried out pursuant to the Contract by CWCL THE PARTIES AGREE as follows:- PART 1 DEFINITIONS AND INTERPRETATION 1. DEFINITIONS In this Agreement, unless the context requires otherwise, the following words and expressions shall have the following meanings:- 1.1 "1927 Act Notice" means a formal notice served by the Tenant pursuant to and specifying expressly Section 3 of the Landlord and Tenant Act 1927 and as specified in Clause 17 1.2 "Access Date" means the date which is five (5) Working Days after the date of issue of Base Building Works Practical Completion Certificate 1.3 "Address" means the address of the party in question shown on the first page of this Agreement or such other address as the party in question may from time to time notify in writing to the other parties to this Agreement as being its address for service for the purposes of this Agreement 1.4 "Approvals" means:- -1- 1.4.1 all consents, licences, permissions and approvals (including agreements under Section 52 of the Town and Country Planning Act 1971 and Section 106 of the Town and Country Planning Act 1990) of any local or other competent authority; 1.4.2 all consents, licences, permissions and approvals arising under or pursuant to any Statutory Requirements; and 1.4.3 all consents, licences, permissions and approvals required of any mortgagee or other party having rights, privileges or controls over the Development Site or the Site which may from time to time be necessary to enable the Developer or the Tenant lawfully to commence and carry out and complete the Base Building Works or the Tenant's Works (as appropriate) and each and every stage or phase thereof (as appropriate) including, if the same are destroyed or damaged, the reinstatement of the same and thereafter to grant the Lease and to enable the Tenant to use the Demised Premises for the purposes of use as offices for which the same have been designed as at the date of this Agreement (other than the fire certificate which it shall be the Tenant's responsibility to obtain) and the term "Approval" shall be construed accordingly 1.5 "Approved Plans" means the Base Building Definition together with further amplified and detailed completed versions of it and any variations, alterations or additions to it made in accordance with the provisions of this Agreement 1.6 "Base Building" means the building the scope of which is described in the Base Building Definition 1.7 "Base Building Architect" means Adamson Associates a Partnership of Corporations of 55 Park Street East Mississauga Ontario L53 4P3 Canada or such other firm as is appointed to perform the function of issuing the Base Building Works Practical Completion Certificate 1.8 "Base Building Definition" means the aggregate of:- 1.8.1 the specification dated 10 November 2000 entitled "Outline Specification Building HQ-4" annexed to this Agreement as Annexure 3 as the same may be modified supplemented or added to from time to time in accordance with this Agreement; and 1.8.2 the Base Building Plans so as to provide a state of the art modern office building as the same would be interpreted as at the date of this Agreement and of no lesser quality and standard than the building known as 17 Columbus Courtyard located on Parcel B4 on the Development Site Plan 1.9 "Base Building Plans" means the outline building plans listed in the drawings schedule annexed to this Agreement as Annexure 4 and identified in bundles initialled by the parties as the same may be modified, supplemented or added to from time to time in accordance with this Agreement 1.10 "Base Building Works" means the construction of the Base Building as the same may be modified from time to time in accordance with this Agreement 1.11 "Base Building Works Finishes" means:- 1.11.1 the entrance lobby finishes -2- 1.11.2 the toilet finishes 1.11.3 the lift interior finishes 1.12 "Base Building Works Practical Completion" means practical completion of the Base Building Works 1.13 "Base Building Works Practical Completion Certificate" means the certificate issued by the Base Building Architect to the effect that Base Building Works Practical Completion has been achieved 1.14 "Base Building Works Practical Completion Date" means the date specified in the Base Building Works Practical Completion Certificate as the date upon which Base Building Works Practical Completion was achieved or in case of dispute the date determined by the Independent Person in accordance with Clause 19.1 and references to the date of Base Building Works Practical Completion shall be construed accordingly 1.15 "Building" means the building comprising (inter alia) the Base Building Works and the Tenant's Works to be constructed on the Site in accordance with this Agreement 1.16 "Building Systems" means the mechanical, electrical, sanitary, heating, ventilating, life safety, air conditioning or other service systems of the Building 1.17 "CAR Policy" means the Contractors' All Risks Policy annexed to this Agreement as Annexure 17 including any subsequent revisions or substituted arrangements therefor which may be made from time to time in accordance with the provisions of this Agreement 1.18 "CDM Regulations" means the Construction (Design and Management) Regulations 1994 1.19 "Code of Measuring Practice" means the code of measuring practice published on behalf of the Royal Institution of Chartered Surveyors and the Incorporated Society of Valuers and Auctioneers (Fourth Edition dated November 1993 and not, for the avoidance of doubt, any up-dated edition) 1.20 "Consultancy Services" means the services contracted to be provided in relation to the carrying out of the Base Building Works by architects, structural engineers, other engineers, mechanical and electrical consultants and any other consultants (other than solicitors, selling agents and letting agents) employed by or on behalf of the Developer and/or CWCL 1.21 "Consultants" means all or any of those persons providing Consultancy Services in connection with the Developer's obligations under this Agreement but shall not include the Key Consultants 1.22 "Contract" means the Design and Construct Contract dated 28 February 1992 and made between (1) Heron Quays Developments Limited and (2) Olympia & York Contractors Limited (now known as CWCL) as the same has been or shall be varied in accordance with its terms from time to time and as novated on 16 April 1992 by an agreement made between (1) Heron Quays Developments Limited (2) Olympia & York Heron Quay Limited (now known as Heron Quays Properties Limited) and (3) Olympia & York Contractors Limited (now known as CWCL) 1.23 "Core Works" shall have the meaning given to that expression in Clause 11.1.2(b) 1.24 "Costs Estimate" shall have the meaning given to this expression in Clause 8.4.1(c) -3- 1.25 "Counter-Notice" shall have the meaning given to that expression in Clause 19.1.3 1.26 "Critical Dates Schedule" means the schedule of dates and periods annexed to this Agreement as Annexure 5 as modified from time to time in accordance with this Agreement 1.27 "CWCL" means Canary Wharf Contractors Limited (Company number 2352250) 1.28 "Defects Costs in respect of the Base Building Works" means all reasonable and proper costs fees and expenses incurred by the Tenant expended or charged in remedying Latent Defective Works which have become apparent during the period of ten (10) years commencing on the Base Building Works Practical Completion Date PROVIDED ALWAYS THAT if it is agreed or determined that there shall have been Tenant's Delay then the said ten (10) year period shall commence upon the date which it is agreed or determined as provided in Clause 19.3 that Base Building Works Practical Completion would have been achieved but for Tenant's Delay AND PROVIDED FURTHER that the Developer shall not be liable for any Defects Costs in respect of the Base Building Works to the extent that any claim which the Developer would otherwise have had in relation to the defect under any contract, appointment, warranty, duty of care deed or insurance policy is defeated, vitiated or avoided in whole or in part as a result of the acts omissions negligence or default of the Tenant or its servants, agents, consultants, contractors or any sub-tenant, licensee or occupier of the Demised Premises or those for whom they are respectively responsible 1.29 "Defects Costs in respect of the Infrastructure Works" means any costs which are charged to the Tenant as an item comprised in the Estate Expenditure (as defined in the Lease) and which are expended in remedying Defects in the Infrastructure Works 1.30 "Defects in the Base Building Works" means all and any defects, shrinkages and other faults which manifest themselves in the Base Building Works within 358 days from the earlier of the date of the Base Building Works Practical Completion Certificate (or, if earlier the date on which it is agreed or determined as provided in Clause 19.3 that Base Building Works Practical Completion would have been achieved but for Tenant's Delay) and the date on which the Tenant takes up occupation of the Demised Premises for the purposes permitted pursuant to the Lease and which are not caused by the Tenant's or its servants' agents' consultants' or contractors' or any subtenants' licensees' or occupiers' or those for whom they are respectively responsible's act, omission, negligence or default (whether or not specified by the Tenant (after consultation with the Developer) in a schedule or schedules of defects which the Tenant may deliver to the Developer and this shall be no later than the expiration of the relevant period of 358 days as aforesaid and which the Developer agrees or which the Independent Person acting as an expert in accordance with Clause 30.5 determines are defects shrinkages or faults as aforesaid) 1.31 "Defects in the Infrastructure Works" means: 1.31.1 defects, shrinkages or other faults which appear in the Development Site Infrastructure Works which manifest themselves within the relevant defects periods arising under the Development Site Infrastructure Contracts; and 1.31.2 any latent or inherent defects in the Development Site Infrastructure Works which manifest themselves during the period of ten (10) years commencing on the date of practical completion of the relevant part of the Development Site Infrastructure Works (as to which the Developer shall supply a schedule of dates to the Tenant) -4- and which in each case are attributable to or connected with the design workmanship test investigations or supervision of the construction or design of the Development Site Infrastructure Works or the materials used in them having been defective, inadequate, unsuitable or incomplete or otherwise substandard, judged in accordance with the terms of any Approvals and any codes of practice applicable in the case of design at the time when the relevant part of the Development Site Infrastructure Works was designed and in the case of workmanship at the time when the relevant work was done and in the case of materials at the time of specification 1.32 "Delay Notices" shall have the meaning given to this expression in Clause 19.3 1.33 "Demised Premises" means the premises to be demised by the Lease as the same are more particularly described therein (Lease 1 -B1M and Floors 9-11 and Lease 2 - B1 and Floors 5-8) and which are shown for identification purposes only edged red on the plans annexed to this Agreement as Annexure 1 1.34 "Design Development" means (all within the framework and subject to the standards set out in the Base Building Definition) the process of progressively developing the design detail of the Base Building Works and which design detail development or the need for which design detail development was capable of being reasonably envisaged at the date of this Agreement 1.35 "Determination Notice" shall have the meaning given to this expression in Clause 30.1 1.36 "Developer's Contracting Team" means CWCL and the Trade Contractors appointed by CWCL to carry out the Base Building Works (or any part of them) in accordance with this Agreement 1.37 "Developer's Solicitors" means Ashurst Morris Crisp of Broadwalk House 5 Appold Street London EC2A 2HA (Reference: RDV/474C00049) or such other firm of solicitors as the Developer shall appoint and notify to the Tenant as having been so appointed 1.38 "Development Site" means:- 1.38.1 the land and water areas shown edged green on the Development Site Plan and any other land and water areas in which the Developer or a Group Company of the Developer acquires a freehold or leasehold interest and which the Developer or a Group Company of the Developer intends shall form part of the Development Site; and 1.38.2 all buildings and appurtenances on the Development Site and all additions, alterations and improvements to such buildings and appurtenances 1.39 "Development Site Infrastructure Contracts" means the management or other contracts (and as the same may be amended from time to time) providing for the execution of the Development Site Infrastructure Works or any part of them 1.40 "Development Site Infrastructure Works" means the design and construction from time to time of infrastructure works within the Development Site 1.41 "Development Site Plan" means the plan annexed to this Agreement as Annexure 2 1.42 "Disclosure" shall have the meaning given to this expression in Clause 33.4.1 -5- 1.43 "Early Access Date" means the date for access to the floor or floors of the Demised Premises specified in a notice served by the Developer in accordance with Clause 13.2.1 on the Tenant and being at least five (5) Working Days after issue of the notice 1.44 "Early Access Criteria" means the criteria annexed to this Agreement as Annexure 9 1.45 "Early Access Method Statement" has the meaning attributed to it in Clause 13.2.1 1.46 "Estimate of Tenant's Delay" shall have the meaning given to this expression in Clause 8.4.1(b) 1.47 "Estimated Unspent Costs" shall have the meaning given to that expression in Clause 8.4.1(d) 1.48 "Event of Default" means any of the events listed in Clause 26.1 1.49 "Existing Material Trade Contractors" means those Material Trade Contractors referred to in Annexure 10 1.50 "Force Majeure" means:- 1.50.1 fire, lightning, explosion, flood, earthquake, exceptionally inclement weather conditions, war, hostilities, rebellion, revolution, insurrection, military or usurped power, civil war, terrorist action, aircraft or other aerial devices or articles dropped from them, strikes and other industrial disputes, riot, civil commotion, disorder and Government action 1.50.2 any other matter, cause or circumstances 1.50.3 any combination of the above mentioned causes in each case to the extent beyond the reasonable control of the Developer and any Group Company of the Developer and which adversely affects the performance by the Developer of the terms and provisions of this Agreement on the basis that there should be no double counting and so that for the avoidance of doubt in calculating the overall period of Force Majeure extensions for the purposes of this Agreement there shall also be included any period or periods of delay (but so that there is to be no double counting) consequential on any delays caused by any of the above events 1.51 "Group Company" means any company which is for the time being (a) a subsidiary of the relevant party or (b) the holding company or parent company of that party or (c) another subsidiary of the holding company or parent company of that party (whether or not that subsidiary may itself be a parent or holding company of a sub-group of companies within the whole group), in each case within the meaning of Sections 258, 259 and 736 of the Companies Act 1985, as amended by the Companies Act 1989 1.52 "HM Customs & Excise" means HM Customs & Excise or any other person, authority, body or official which is from time to time responsible for the care, management or administration of Value Added Tax 1.53 "Holy Days" means the Jewish Sabbath (one hour before sundown on Friday to one hour after sundown on Saturday) and the Jewish Holy Days specified in the Schedule 1 -6- 1.54 "Independent Measurer" means Plowman Craven & Associates of 141 Lower Luton Road, Harpenden, Hertfordshire AL5 5AQ or if they are unable or unwilling to act such other firm or company with expertise in measuring floors in premises of a nature similar to the Demised Premises as the parties may agree (or as may in default of agreement be nominated by the President for the time being of the Royal Institution of Chartered Surveyors (or his deputy) on the application of any party) in substitution therefor in accordance with this Agreement 1.55 "Independent Measurer's Certificate" has the meaning attributed to that expression in Clause 18.1.2 1.56 "Independent Person" means the independent person appointed to act as specified in Clause 30 1.57 "Infrastructure Works" means those works as detailed in the description at Annexure 7 1.58 "Initial Rent" shall have the meaning given to this expression in the Lease and shall be the amount calculated in accordance with the provisions of Clause 22.2.2 1.59 "Insured Risks" shall have the meaning given to that expression in Clause 21.2 1.60 "Insured Works" shall have the meaning given to that expression in Clause 21.3 1.61 "Interest Rate" means three (3) per centum per annum above the base rate of Barclays Bank plc in force from time to time or, if such base rate shall be incapable of determination three (3) per centum per annum above a rate reasonably equivalent to such base rate 1.62 "Key Consultants" means:- 1.62.1 Cesar Pelli & Associates Inc of 1056 Chapel Street, Newhaven CT 06510 USA in relation to design and the Base Building Architect in relation to production 1.62.2 Hilson Moran Partnership Limited of 16 Armstrong Mall Southwood Farnborough Hampshire GU14 0NR as Building Services Consultants and Vertical Transportation Consultants 1.62.3 Ove Arup & Partners Limited of 13 Fitzroy Street London W1 as Structural Engineers and in each case such other firms as are appointed to perform the relevant function in connection with the Base Building in substitution for the foregoing 1.63 "Latent Defective Works" means any latent or inherent defects in the Base Building Works which:- 1.63.1 directly adversely affect the beneficial use and occupation of the Demised Premises as offices; and 1.63.2 manifest themselves after the expiry of the initial defects period referred to in Clause 1.30 and during the period of ten (10) years commencing on the date on which Base Building Works Practical Completion of the Base Building Works in question is achieved; and 1.63.3 result from a breach by the Developer in respect of its obligations under this Agreement relating to the Base Building Works; and -7- 1.63.4 are present in the Base Building Works as originally designed and/or constructed; and 1.63.5 are directly or indirectly attributable to or connected with the design workmanship tests investigations or supervision of the construction of the Base Building Works or the materials used in them having been defective, inadequate, unsuitable or incomplete or otherwise substandard, judged in accordance with the terms of any Approvals, the standards referred to in Clause 6.1 and any applicable codes of practice (in the case of design at the time when the relevant part of the Base Building Works was designed and in the case of workmanship at the time when the relevant work was done and in the case of materials at the time of specification); and 1.63.6 are not caused or aggravated (whether directly or indirectly) by the carrying out of the Tenant's Works; and 1.63.7 are no greater than would have been caused if the Tenant had given notice to the Developer as soon as reasonably practicable upon becoming aware of any latent or inherent defects in the Base Building Works; and 1.63.8 are not caused or aggravated (whether directly or indirectly) by any acts or omissions by the Tenant or any sub-tenant licensee or occupier of the Demised Premises (or any persons acting for or on behalf of any of them or under their control) Provided Always that if it is agreed or determined that there shall have been Tenant's Delay then the said ten (10) year period specified in Clause 1.63.2 shall commence upon the date which it is agreed or determined pursuant to Clause 19.3 that Practical Completion of the Base Building Works would have been achieved but for Tenant's Delay 1.64 "Lease" means the two leases of the Demised Premises (herein referred to as Lease 1 and Lease 2) to be granted to the Tenant in the form of the agreed draft annexed to this Agreement as Annexure 20 subject to such amendments as are agreed in writing between the parties or as are otherwise made in accordance with this Agreement 1.65 "Lease Insurance Date" has the meaning attributed to it in Clause 21.1 1.66 "Letter of Opinion" means the letters of opinion substantially in the form of the drafts attached as Annexure 21 but amended so as to relate to the Lease at the date of grant (and with such other amendments reasonably necessary to reflect any change in law or byelaws or other regulations) 1.67 "Long Stop Date" means 4 years after the Target Date as extended day for day by Tenant's Delay agreed or determined in accordance with clause 5.4.3 1.68 "Licence" means the licence regulating and approving the manner of execution of the Tenant's Works and the reinstatement of the Reinstatement TRM's in the form of the draft set out in Schedule 3 to be entered into as provided in Clauses 8.12 and 14.3 1.69 "Material Trade Contract" means a Trade Contract which is entered into with a Material Trade Contractor 1.70 "Material Trade Contractor" means any or all of the trade contractors providing any or all of the services listed in Annexure 11 in relation to the Base Building -8- 1.71 "Measurer's Appointment" has the meaning attributed to it in Clause 18.1.1 1.72 "Measurement Plans" means the plans showing each floor of the Building annexed to this Agreement as Annexure 19 1.73 "Method Statement" has the meaning attributed to it in Clause 12.4 1.74 "Modification Consents" shall have the meaning given to this expression in Clause 8.4.1(a) 1.75 "Modification Costs" means (in relation to each element of each Tenant's Requested Modification) the aggregate of the following sums namely:- 1.75.1 the sums payable to Trade Contractors in relation to or resulting from that element of the Tenant's Requested Modification including (but not limited to) in each case (if any) any relevant Trade Contractor Preliminaries; and 1.75.2 a fixed preliminaries percentage of 12.5 per centum of the sums referred to in Clause 1.75.1 above; and 1.75.3 all Key Consultants', Consultants' and other third party fees properly incurred or expended by the Developer and/or CWCL in connection with each element of the Tenant's Requested Modification, including but not limited to fees incurred (as applicable) in:- (a) determining the extent and scope of each element of the Tenant's Requested Modification (b) preparation of the Modification Plans (c) preparation of the Estimates referred to in Clause 8.4.1 (d) preparation of the drawings referred to in Clauses 1.85.2 and 18.1.3(a) (e) assessing and determining the final out-turn cost of the Tenant's Requested Modification (f) assessing agreeing or preparing the Costs Estimate and monitoring and agreeing the sums finally payable to the Trade Contractors in relation to the Tenant's Requested Modifications 1.75.4 the part or proportion of the sums, fees, costs and expenses specified in Clauses 1.75.1 to 1.75.3 (inclusive) which represents Value Added Tax, save to the extent that any party is entitled to credit or repayment in respect of such Value Added Tax from H.M. Customs & Excise 1.75.5 3 per centum of the aggregate of the sums referred to in Clauses 1.75.1 to 1.75.4 (inclusive) as adjusted pursuant to this Agreement and so that (for the avoidance of doubt) any sum which is recovered under one sub-clause shall not also be recovered under another sub-clause of this Clause 1.75 1.76 "Modifications" and "Modification Plans" shall each have the meaning given to the relevant expression in Clause 8.6 -9- 1.77 "MSDF Works" means the fitting out works described and of the minimum standard detailed in the document forming Annexure 6 hereto and entitled "Minimum Standard Developer's Finish for Tenant's Works" (the "MSDF Works Specification") 1.78 "Net Internal Area" means the net internal area expressed in square feet of the Building (ignoring any losses and gains arising from Tenant's Requested Modifications) and measured for the purposes of ascertaining the Net Internal Area under this Agreement in accordance with the Code of Measuring Practice and so that those areas coloured yellow on the Measurement Plans shall be excluded from the Net Internal Area and so that for the avoidance of doubt in the case of any conflict between the Code of Measuring Practice and this definition it is agreed that this definition shall prevail 1.79 "Planning Acts" means the Town and Country Planning Act 1990, the Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the Planning (Consequential Provisions) Act 1990 and the Planning and Compensation Act 1991 the Local Government Planning and Land Act 1980 and includes any other applicable town and country planning legislation 1.80 "Preliminaries" means the costs of the items identified in Schedule 5 1.81 "Prohibited Materials" means: 1.81.1 high alumina cement concrete in structural elements; 1.81.2 woodwool slabs in permanent formwork to concrete or in structural elements; 1.81.3 calcium chloride used as a setting agent in cement; 1.81.4 calcium silicate bricks or tiles; 1.81.5 asbestos or asbestos containing products as defined in The Asbestos Regulations 1969 or in any statutory modification or re-enactment thereof current at the date of specification (save where trace natural elements thereof are used in products which comply with relevant British Standard Specifications); 1.81.6 naturally occurring aggregates for use in reinforced concrete which do not comply with British Standard Specification 882 and 110 and naturally occurring aggregates for use in concrete which do not comply with British Standard Specification 8110: 1985; 1.81.7 urea formaldehyde; 1.81.8 materials containing fibres which have a diameter of 3 microns or less and a length of 200 microns or less; 1.81.9 polytetrafluoroethylene (PTFE) except when used as a non-stick sealing within valves, jointing material between pipes or as an isolating tape; 1.81.10 mineral fibres (man-made or naturally occurring) which are not contained or stabilised by materials to prevent fibre migration; 1.81.11 halon; 1.81.12 timber which is not obtained from a managed and regulated sustainable source; -10- 1.81.13 lead based paint; 1.81.14 any other substances or materials generally considered in the United Kingdom construction industry to be deleterious or harmful to health and safety or not in accordance with relevant British standards and codes of practice or which have been declared deleterious in a publication of the Building Research Establishment at the relevant time 1.82 "Reinstatement TRM's" shall have the meaning given to that term in Clause 8.4.1(e) 1.83 "Relevant Estimates" shall have the meaning given to that term in Clause 8.4.1 1.84 "Rent Commencement Date" means the date calculated in accordance with Clauses 22.2.3 and 22.2.4 1.85 "Rent Review Specification" means the specification comprising:- 1.85.1 the "as-built" Base Building Works but omitting Tenant Requested Modifications and substituting for them the relevant Base Building Definition items; and 1.85.2 the TRM Plans; and 1.85.3 the MSDF Works Specification to be annexed to the Lease 1.86 "Retained Parking Allocation" means the number of spaces calculated in accordance with clause 22.8.8 1.87 "Schedule of Early Access Dates" means the schedule annexed to this Agreement as Annexure 8 as modified from time to time in accordance with this Agreement 1.88 "Senior Manager" shall have the meaning given to this expression in Clause 32 1.89 "Site" means the land shown edged red on the Development Site Plan 1.90 "Snagging Items" means any minor defects or omitted items or items of decoration or repair (not including items of or relating to the Tenant's Works) as specified in the list attached to or created at the same time as the Base Building Works Practical Completion Certificate which do not, and the completion of which will not, individually or collectively prevent or adversely affect (other than to an extent which is not material) the ability to carry out the Tenant's Works or the beneficial use and occupation of the Demised Premises as offices 1.91 "Statutory Requirements" means any Act of Parliament and any instrument, rules, orders, regulations, notices, directions, bye-laws, permissions and plans for the time being made under or deriving validity from it, all regulations, laws or directives made or issued by or with the authority of The European Commission and/or the Council of Ministers (which take effect in England and Wales) and any rules, regulations, building regulations, orders, bye-laws or codes of practice of any local authority or any utility company having jurisdiction in relation to the Base Building Works 1.92 "Substitute's Warranty" means the form of warranty annexed as Annexure 16 -11- 1.93 "Sub-underlease" means the Sub-underlease of the Sub-underlease Premises to be granted to the Developer or any Group Company of the Developer in the form of the agreed draft annexed to this Agreement as Annexure 22 1.94 "Sub-underlease Category A Works" means any works undertaken in respect of the Sub-underlease Premises which shall comprise works of the nature of (whether or not they are identical to) the MSDF Works 1.95 "Sub-Underlease Consultants" means the consultant or consultants who provide material advice on the design and construction of the Sub- underlease Category A Works 1.96 "Sub-underlease Premises" means the premises to be demised by the Sub- underlease as the same are more particularly described therein 1.97 "Sub-underlease Parking Allocation" means the number of spaces calculated by deducting the Retained Parking Allocation from the Tenant's Parking Allocation of which the Developer (or the nominated Group Company) will be granted the use pursuant to paragraph 6 of the First Schedule of the Sub- underlease 1.98 "Target Date" means 1 June 2002 as extended day for day by Force Majeure and Tenant's Delay agreed or determined in accordance with Clause 5.4.3 1.99 "Tenant's Category A Works" means any works undertaken by the Tenant which shall comprise works of the nature of (whether or not they are identical to) the MSDF Works and which shall be of no lesser standard or extent than the MSDF Works and as approved by the Developer pursuant to Clause 11.4 1.100 "Tenant's Category B Works" means the works (if any) which are undertaken by the Tenant (in addition to the Tenant's Category A Works or in substitution thereof) as part of the fitting out of the Demised Premises and which are approved in accordance with the provisions of this Agreement 1.101 "Tenant's Consultants" means all or any of those persons appointed by the Tenant to provide material advice to the Tenant on the design and construction of the Demised Premises and/or the Tenant's Works 1.102 "Tenant's Contractors" shall have the meaning given to that expression in Clause 12.1 1.103 "Tenant's Delay" means any delay to the Base Building Works or any part or item of them arising out of or attributable to any act or omission or requirement of the Tenant or the Tenant's Contractors or the Tenant's Consultants or their respective agents, servants or contractors and any delays resulting from or properly attributable to any (or a combination) of the following (but so that there is to be no double counting):- 1.103.1 any written request by the Tenant accepted and acted upon by the Developer that the Developer delay or procure the delay of the commencement, progress or completion of work on any part of the Base Building Works for any reason which is not as a result of the Developer's breach of its obligations in this Agreement; 1.103.2 failure by the Tenant in accordance with the obligations in this Agreement to supply details and confirmations within the time limits or periods provided in the Critical Dates Schedule; -12- 1.103.3 any Tenant's Requested Modifications or the carrying out of the Tenant's Works or any works investigations process, actions claims or proceedings directly or indirectly consequent upon pursuant to or in connection with any Tenant's Requested Modification; or 1.103.4 any breach by the Tenant of any of the terms of this Agreement and any other delay either expressly specified in this Agreement as or otherwise agreed between the parties to be a Tenant's Delay (but so that there is no double counting) and so that for the avoidance of doubt in calculating the overall period of any Tenant's Delay for the purposes of this Agreement:- (a) there shall also be included any period or periods of delay (but so that there shall be no double counting) consequential on any delays caused by any of the above events; (b) on each occasion of Tenant's Delay (but so that there shall be no double counting) there shall be an automatic addition on a day by day basis of such period of Tenant's Delay to all time periods in this Agreement which fall to be adjusted by Tenant's Delay and to accumulated periods of Tenant's Delay and Provided Further that for the avoidance of doubt nothing in this Agreement shall oblige the Developer to incur additional expenditure to mitigate Tenant's Delay unless and to the extent that the Tenant agrees in writing to reimburse the same pursuant to Clause 5.4.4 1.104 "Tenant's Inducement" means the aggregate of (a) the product of multiplying the Net Internal Area of Floors 6-11 (inclusive) expressed in square feet by (Pounds)50.00 and (b) the product of multiplying the Net Internal Area of Floor 5 expressed in square feet by (Pounds)25.00 (in both cases inclusive of any Value Added Tax which may be chargeable at any rate) 1.105 "Tenant's Parking Allocation" means the number of spaces calculated in accordance with clause 22.2.9 of which the Tenant will be granted the use pursuant to paragraph 6 of the First Schedule of the Lease 1.106 "Tenant's Plans" shall have the meaning ascribed to them in Clause 11.1.2(a) 1.107 "Tenant's Quantity Surveyor" means Beverley Stewart of Allen Stewart Partnership 15-27 Gee Street London EC1V 3RD or such other person as may be appointed by the Tenant to perform the function of the Tenant's Quantity Surveyor pursuant to this Agreement and notified to the Developer as having been so appointed 1.108 "Tenant's Representative" means Nick Goodwin of Harrington or such other person as may be appointed by the Tenant to perform the function of the Tenant's Representative pursuant to this Agreement and notified to the Developer as having been so appointed 1.109 "Tenant's Requested Modification" means a modification or modifications requested by the Tenant in accordance with Clause 8.1 and as defined therein 1.110 "Tenant's Solicitors" means Linklaters of One Silk Street London EC2Y 8HQ (Ref: CBC) or such other firm of solicitors as the Tenant may appoint and notify to the Developer 1.111 "Tenant's Works" means, if any, collectively the Tenant's Category A Works and the Tenant's Category B Works or any of them as the context requires -13- 1.112 "Tenant's Works Areas" shall have the meaning attributed to that expression in Clause 13.2.1 1.113 "Tenant's Works Practical Completion" means practical completion of the Tenant's Works 1.114 "Tenant's Works Practical Completion Certificate" means the certificate of the Tenant to the effect that Tenant's Works Practical Completion has been achieved 1.115 "Term Commencement Date" means the date calculated in accordance with Clause 22.2.1 1.116 "Trade Contractors" means each trade contractor appointed in connection with the Base Building Works 1.117 "Trade Contractors Preliminaries" means the preliminaries referred to in any contract entered into with a Trade Contractor 1.118 "TRM Application" shall have the meaning given to that expression in Clause 8.3 1.119 "TRM Authorisation Request" shall have the meaning given to that expression in Clause 8.4.1 1.120 "TRM Plans" shall have the meaning given to that expression in Clause 18.1.3(a) 1.121 "Unspent Costs" means in relation to each substitution comprised within a Tenant's Requested Modification the aggregate of the following sums, namely:- 1.121.1 the amount (if any) by which the sums due and payable to Trade Contractors pursuant to the Trade Contract (including (if any) any relevant Trade Contractor Preliminaries) are reduced as compared to the sums which would otherwise but for the Tenant's Requested Modification in question have been so due and payable; and 1.121.2 a fixed preliminaries percentage of 12.5 per centum of the sums referred to in Clause 1.121.1; and 1.121.3 the amount (if any) by which the sums due and payable to Key Consultants and Consultants and other third parties are reduced as compared to the sums which would otherwise but for the Tenant's Requested Modification in question have been so due and payable; and 1.121.4 an additional amount of 3 per centum of the aggregate of the sums referred to in Clauses 1.121.1 to 1.121.3 (inclusive) 1.122 "Value Added Tax" and "VAT" mean value added tax as provided for in the Value Added Tax Act 1994 and includes any other tax from time to time replacing it or of a similar fiscal nature 1.123 "Working Day" means any day (other than a Saturday or a Sunday or any Holy Day) upon which clearing banks in the United Kingdom are open to the public for the transaction of business 2. INTERPRETATION In this Agreement unless the context otherwise requires:- 2.1 Words importing the masculine gender only shall include the feminine gender and neuter meaning and vice versa and words importing the singular number shall include the plural -14- number and vice versa and all references to a Clause or Schedule shall mean a Clause of or Schedule to this Agreement; 2.2 References to drawings and documents annexed to this Agreement shall include the drawings and documents initialled for identification on behalf of the parties to this Agreement for the purposes of this Agreement (whether individually or as part of an agreed bundle or bound volume or otherwise); 2.3 The Clause and paragraph titles and headings are for convenience only and shall not be construed in or affect the interpretation of this Agreement; 2.4 Every covenant by a party comprising more than one person shall be deemed to be made by such party jointly and severally; 2.5 Words importing persons shall include firms, companies and corporations and vice versa and reference to the Tenant or to the Developer shall be deemed to extend to the Tenant's or the Developer's (as the case may be) servants and consultants, workmen, contractors, sub-contractors, agents or any person or persons acting on its or their behalf or under its or their control; 2.6 Any covenant by any party not to do any act or thing shall include an obligation not to permit or suffer such act or thing to be done and (so far as is within its direct control) to procure that it is not done and any reference to consent or approval or other confirmation not being unreasonably withheld (or similar expression) shall be deemed to include reference to such consent or approval or other confirmation not being unreasonably delayed; 2.7 Any reference to the right of the Developer or the Tenant to have access to, enter or call for information on the Site shall be construed as entitling the Developer or the Tenant (as the case may be) to supply the same to their respective servants, agents, professional advisers, contractors and workmen for the purposes of and contemplated by and upon terms (including as to confidentiality) which are consistent with this Agreement; 2.8 Any reference to a statute (whether specifically named or not) shall include any amendment or re-enactment of it for the time being in force, and all instruments, orders, notices, regulations, directions, bye-laws, permissions and plans for the time being made, issued and or given under it, or deriving validity from it (in each case a "Change") provided that where any design has been carried out or work commenced or scheduled under this Agreement and any relevant Change takes place then the Developer may (insofar as to do so would not place it or any future occupier of all or part of the Building in breach of a Statutory Requirement) carry out and complete the Base Building Works or perform any of its other obligations hereunder as if such Change had not taken place; 2.9 The words "including" "include" "excluding" and "exclude" shall be deemed to be followed by the words "without limitation" 2.10 Whenever pursuant to this Agreement a party is required to give consent, approval or confirmation (in this Clause 2.10 each a "relevant approval") within a specified time period (in this Clause 2.10 the "time period") it shall be reasonable for the party requested to give the relevant approval to withhold, refuse or delay the relevant approval if the information provided to it (taken together with its existing knowledge) is insufficient properly to enable it to give its consent, approval or confirmation and if within the time period such party gives notice to the party requesting the relevant approval that it requires specifically identified further information in order to be able properly to consider the request for the relevant approval -15- 2.11 Save where provided to the contrary, all sums payable by the Tenant pursuant to this Agreement shall be deemed to be exclusive of any Value Added Tax which may be chargeable on the supply or supplies for which such sums (or any part of such sums) are the whole or part of the consideration for Value Added Tax purposes; and 2.12 Any reference to any right, entitlement or obligation of any person under the laws in relation to Value Added Tax, or any business carried on by any person for Value Added Tax purposes, shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a group for the purposes of Section 43 of the Value Added Tax Act 1994 to include a reference to the right, entitlement or obligation under such loan of, or the business carried on for Value Added Tax purposes by the representative member of such group at such time (the term "representative member" to be construed in accordance with the said Section 43) PART 2 CONSULTANTS AND TRADE CONTRACTORS 3. CONSULTANTS AND TRADE CONTRACTORS 3.1 Appointment of Key Consultants 3.1.1 The Developer shall appoint the Key Consultants and, insofar as the same have not already been provided to the Tenant, procure that there are delivered to the Tenant within twenty (20) Working Days of the date of this Agreement copies of all completed appointments of Key Consultants (excluding financial information) and shall procure the supply to the Tenant of copies of any other Key Consultants' appointments (excluding financial information) as soon as reasonably practicable following their completion 3.1.2 The Developer shall procure that each of the Key Consultants executes a warranty in favour of the Tenant in respect of each Lease in the form of the draft warranty annexed as Annexure 14 in each case with non-material variations or pre-agreed permitted amendments as set out in Annexure 15 only unless the Tenant shall otherwise approve an amendment (such approval not to be unreasonably withheld). If approval shall not have been given or refused (and if refused without stating a properly and fully reasoned basis for such refusal) by the Tenant in writing within six (6) Working Days after request for such an approval, the approval shall be deemed to have been given by the Tenant. The procedure may be repeated. The Developer shall deliver the warranties to the Tenant as soon as reasonably practicable following their completion 3.1.3 In the event that the Developer or CWCL terminates (in whole or in part) the appointment of a Key Consultant or a Key Consultant declines to be appointed the Developer shall procure that CWCL appoints another firm in substitution for the relevant Key Consultant together with the grant of a warranty in favour of the Tenant by such firm on the terms of the Substitute's Warranty in each case with non-material variations or pre-agreed permitted amendments as set out in Annexure 15 only unless the Tenant shall otherwise approve an amendment (such approval not to be unreasonably withheld). If approval shall not have been given or refused (and if refused without stating a properly and fully reasoned basis for such refusal) by the Tenant in writing within six (6) Working Days after request for such an approval, the approval shall be deemed to have been given by the Tenant. The procedure may be repeated. The Developer shall deliver the Substitute's Warranty to the Tenant as soon as reasonably practicable following its completion -16- 3.1.4 Any dispute arising out of the matters referred to in this Clause 3.1 shall be referred to an Independent Person who shall act as an expert in accordance with Clause 30.5 3.1.5 If the Tenant shall unreasonably refuse or delay any approval pursuant to this Clause 3.1 in any case where the Tenant is not entitled to so unreasonably withhold or refuse an approval the period of delay and any resulting delays to the Base Building Works properly attributable thereto shall be a Tenant's Delay for the purposes of this Agreement 3.2 Material Trade Contracts The Developer shall, insofar as the same have not already been provided to the Tenant, procure that there are delivered to the Tenant within twenty (20) Working Days of the date of this Agreement copies of all completed Material Trade Contracts (excluding financial information) and shall procure the supply to the Tenant of copies of any other Material Trade Contracts (excluding financial information) as soon as reasonably practicable following their completion 3.3 Developer to procure Material Trade Contractors enter into a Warranty The Developer shall procure that each of the Material Trade Contractors executes a warranty in favour of the Tenant in respect of each Lease in the case of the Existing Material Trade Contractors in the form of the draft warranty contained within Annexure 12 and in the case of all other Material Trade Contractors in the form of the draft warranty contained within Annexure 13 in either case with non-material variations or pre-agreed permitted variations as set out in Annexure 15 only unless the Tenant shall otherwise approve an amendment (such approval not to be unreasonably withheld). If the approval required shall not have been given or refused (or if refused without stating a properly and fully reasoned basis for such refusal) by the Tenant in writing within six (6) Working Days after receipt of the request for such an approval, the approval will be deemed to have been given. The procedure may be repeated. If the Developer and the Tenant are unable to agree whether the Tenant is acting reasonably in withholding its approval then either party may refer such dispute to an Independent Person acting as an expert in accordance with Clause 30.5. The Developer shall deliver the warranty to the Tenant as soon as reasonably practicable after the execution of the relevant Material Trade Contract 3.4 Developer fit-out Warranty The Developer shall use reasonable endeavours to procure the execution and delivery to the Tenant of a collateral deed of warranty from each of the Sub-underlease Consultants in the form set out in Annexure 16 in each case with non-material variations or pre-agreed permitted amendments as set out in Annexure 15 in such form (having regard to the scale and nature of the services to be provided by the Sub-underlease Consultants) as the Developer proposes and the Tenant approves (such approval not to be unreasonably withheld or delayed) PART 3 DEVELOPMENT OBLIGATIONS 4. APPROVALS AND STATUTORY REQUIREMENTS 4.1 Required Consents and Approvals 4.1.1 Subject to Clause 4.1.2, the Developer shall (to the extent that it has not already obtained the same and the same remain in force) at its own cost and expense use all -17- reasonable endeavours to obtain all Approvals (other than the Fire Certificate in respect of the Demised Premises which it shall be the Tenant's responsibility to obtain) required for the carrying out and completion of the Base Building Works as shown on the Approved Plans disregarding any Tenant's Requested Modifications and for the beneficial use and occupation of the Demised Premises as offices 4.1.2 The Developer shall use its reasonable endeavours to obtain any Approvals required in relation to any Tenant's Requested Modifications and the costs properly incurred by the Developer in doing so shall constitute Modification Costs for the purposes of this Agreement 4.1.3 Where the cost of obtaining Approvals cannot be apportioned (both parties acting reasonably) between items under Clauses 4.1.1 and 4.1.2 then the cost shall be shared equally between the Developer and the Tenant 4.2 The Developer to comply with CDM Regulations The Developer shall in respect of the Base Building Works act as client for the purposes of the CDM Regulations and procure that CWCL shall comply with its obligations under the CDM Regulations and shall use its reasonable endeavours to procure compliance by the Trade Contractors and the Key Consultants and Consultants and the planning supervisor and principal contractor with their respective obligations under the CDM Regulations until the Base Building Works have been completed and all relevant certificates of making good defects have been issued 5. THE DEVELOPMENT 5.1 Period allowed for completion of Base Building Works 5.1.1 The Developer shall use reasonable endeavours to procure that Base Building Works Practical Completion occurs no later than the Target Date as such Target Date is extended by Force Majeure and Tenant's Delay 5.1.2 No part of the Base Building Works shall be scheduled or performed on any of the Holy Days 5.2 Termination If Base Building Works Practical Completion does not occur by the Long Stop Date the Tenant may terminate this Agreement by notice to the Developer 5.3 Critical Dates Schedule and Schedule of Early Access Dates 5.3.1 If (for whatever reason including, for the avoidance of doubt, Force Majeure and Tenant's Delay) the progress of the Base Building Works at any time is not in accordance with the Developer's construction programme as it exists at that time the Developer may revise the Critical Dates Schedule and/or the Schedule of Early Access Dates in such manner as may be reasonable in all the circumstances 5.3.2 The Developer (acting reasonably) may propose additions to the Critical Dates Schedule for any reason save as mentioned in clause 5.3.1 but these shall require the prior written approval of the Tenant (which shall not be unreasonably withheld or delayed) -18- 5.3.3 The Developer shall supply to the Tenant promptly a copy of any revision of or addition to the Critical Dates Schedule and/or any revision of the Schedule of Early Access Dates 5.3.4 Save to the extent prevented from doing so by the Developer failing to comply with its obligations in this Agreement the Tenant shall provide to the Developer the information and other matters referred to in the Critical Dates Schedule and specified to be provided by the Tenant by the relevant date or within the relevant period specified in the Critical Dates Schedule 5.4 Quantification of permitted extensions of time and the Developer's mitigation 5.4.1 If, in the Developer's opinion, at any time during the course of the execution of the Base Building Works, the Developer has been or is being or is likely to be delayed in its ability to commence or continue with the carrying out of the Base Building Works or to complete the same in accordance with the provisions of this Agreement by reason of Force Majeure and/or Tenant's Delay and/or any delays consequential thereon then the Developer shall notify the Tenant accordingly giving the Tenant as much early warning of such delay or potential delay as is reasonably practicable 5.4.2 The Developer and the Tenant shall discuss the best methods for minimising any such delay or potential delay and mitigating its effects and shall wherever practicable (acting reasonably) seek to agree upon a plan or strategy for minimising the same and mitigating such effects and (subject always to Clauses 5.4.4 and 5.4.5) both the Developer and the Tenant shall (acting reasonably and at the cost of the Developer save where a result of Tenant's Delay) assist each other to overcome and/or minimise and/or mitigate the same with all due speed 5.4.3 The Developer and the Tenant in accordance with the terms of this Agreement shall together seek to agree a fair and reasonable extension of time for the completion of the Base Building Works in respect of each delay which arises out of or is attributable to Force Majeure and/or Tenant's Delay and/or any delays consequential thereon and when each such extension has been agreed or (in the event of dispute) is determined by an Independent Person acting as an expert in accordance with Clause 30.5 each such extension of time shall be granted to the Developer and all the dates and periods in this Agreement which are expressed to be extendable by reason of such delay shall be treated as deferred (or further deferred if extensions of time have already been granted) by such agreed or determined extension of time and, for the avoidance of doubt, if the Developer fails to comply with its obligations to achieve the matters the subject of this Agreement by the date specified in this Agreement referable to such matters but would have so complied but for Tenant's Delay and/or Force Majeure, then for the purposes of this Agreement the Developer shall be treated as having so complied with such obligation but without prejudice to the Developer's obligations under this Agreement to achieve the matters the subject of this Agreement by the date specified in this Agreement referable to such matters as extended by agreement or determination under this Clause 5.4.3 5.4.4 The Developer shall constantly (but without being obliged to incur any additional expenditure (unless and to the extent the Tenant requests and agrees in writing to reimburse the Developer for the same)) use best endeavours to mitigate delays caused by Force Majeure and/or Tenant's Delay and/or for whatever other reason (save for the Developer's default) -19- 5.4.5 The Tenant shall constantly (but without being obliged to incur any additional expenditure (unless and to the extent that the Developer requests and agrees in writing to reimburse the Tenant for the same)) use best endeavours to mitigate delays caused by Force Majeure and/or Tenant's Delay and/or for whatever other reason 5.4.6 The Developer shall constantly use reasonable endeavours to mitigate delays caused by the Developer's default 6. EXECUTION OF THE BASE BUILDING WORKS 6.1 Execution of Base Building Works The Developer shall (save to the extent it is delayed from so doing by Force Majeure and/or Tenant's Delay and subject to the obtaining of all Approvals) at its own cost and expense (subject to the provisions of Clause 8) procure or (as appropriate) continue the execution of the Base Building Works (including for the avoidance of doubt any approved Tenant's Requested Modifications or other variations to the Base Building Works) and each and every part of them:- 6.1.1 in a good and workmanlike manner; 6.1.2 using the standard of skill and care in procuring the design and execution of the Base Building Works as would be expected of a developer which is experienced in the development and construction of buildings of the size and type of the Building; 6.1.3 using materials of sound quality; and 6.1.4 in accordance with and subject to:- (a) the Approvals (b) all Statutory Requirements current at the time of execution of such works which shall affect the execution and carrying out of the Base Building Works (c) the Base Building Definition (d) the terms of this Agreement Provided That the Developer shall have no liability to the Tenant pursuant to this Agreement to the extent that any defects arise in the Base Building Works as a result of any of the Tenant's Works 6.2 Construction Materials The Developer confirms that it shall not specify or knowingly authorise and shall procure that CWCL shall not specify or knowingly authorise any of the Prohibited Materials for use in the Base Building Works and that it has used and will continue to use the skill and care required by clause 6.1.2 to see that none of the Prohibited Materials are specified or knowingly authorised or used by the Trade Contractors or the Consultants in the Base Building Works 7. VARIATIONS TO THE BASE BUILDING WORKS 7.1 Base Building Works Finishes Design Development -20- The Developer shall within the relevant time limits specified in the Critical Dates Schedule submit to the Tenant architectural and engineering working drawings and specifications (as appropriate) prepared by the relevant Consultant or Key Consultant or any other party detailing Design Development of the Base Building Works Finishes from the stage shown on the Base Building Plans listed in the drawings schedule annexed to this Agreement as Annexure 4 in sufficient detail to enable the Tenant properly to assess and consider the Design Development being proposed. The Developer shall have regard to (but shall not be bound by) any reasonable representations made by the Tenant with regard to the Design Development of Base Building Works Finishes 7.2 Permitted Variations 7.2.1 On giving the Tenant prior written notice (which may be by the provision of drawings) the Developer shall be entitled to make alterations, additions or variations to the Base Building Works without the Tenant's consent where:- (a) such are lawfully required after the commencement of the Base Building Works in order to comply with Statutory Requirements; or (b) any materials specified in the specifications relating to the Base Building Works are in short supply or are or become unobtainable or continuous supply thereof cannot be reasonably expected guaranteed or are subject to delay and if awaited would demonstrably impede the progress of the Base Building Works (in which event the Developer may use alternative materials of a similar nature, type, character, design and of no lesser quality to those specified in the specification forming part of the Base Building Definition); or (c) the same will not materially adversely affect the Tenant's beneficial use and enjoyment of the Demised Premises as offices and do not relate to the Base Building Works Finishes; or (d) the same constitute Design Development 7.2.2 The Developer shall be entitled to make alterations, additions or variations to the Base Building Works with the Tenant's approval (such approval not to be unreasonably withheld) where the same relate to the Base Building Works Finishes or do not otherwise fall within Clause 7.2.1 7.2.3 If within a period of six (6) Working Days following receipt by the Tenant of a written notice from the Developer requesting the Tenant to consent to an alteration, variation or amendment or the details of the same pursuant to Clause 7.2.2 (such request being accompanied by such technical drawings and information as are available and the Tenant shall reasonably require in order to evaluate the request) the Tenant has not in writing approved or reasonably objected to any such alterations, additions or variations or objected to the details of them giving its reasons or requested such further technical drawings and information as it may reasonably require in order to evaluate the request then consent shall be deemed to have been given by the Tenant 7.2.4 The Developer shall as soon as reasonably practicable and in advance where possible supply to the Tenant details of any such alterations, additions or variations as are referred to in this Clause 7 (whether or not the Tenant's approval is required -21- or given to such) together with copies of any plans drawings and specifications relating to them 7.2.5 If the Tenant makes a written objection following a request for consent pursuant to the provisions of Clause 7.2.2 such written objection shall specify in reasonable detail the grounds for such objection and in the event of dispute as to whether or not the Tenant is acting reasonably in objecting then either party may refer the matter to the Independent Person acting as an expert pursuant to the provisions of Clause 30.5 8. TENANT'S REQUESTED MODIFICATIONS 8.1 Tenant's notification of Modifications 8.1.1 The Tenant shall be entitled in accordance with the provisions of this Clause 8 and subject to clauses 8.1.2 and 8.1.3 and subject to the request being practicable to implement at the time of the request and subject to compliance with Clause 8.2, at the Tenant's sole cost and expense and by application in writing to request the Developer to approve (such approval not to be unreasonably withheld) additions and/or substitutions to the Base Building Works (in each case a "Tenant's Requested Modification"). In the event that there is disagreement between the parties as to whether this Clause 8.1 applies either party may apply for the matter to be determined by an Independent Person acting as an expert pursuant to Clause 30.5 8.1.2 The Tenant shall only be entitled to request a Tenant's Requested Modification within six (6) months before the Target Date:- (a) which is not reasonably likely to cause delay to the Base Building Works; or (b) which is reasonably likely to cause delay to the Base Building Works which relate to the Demised Premises but which is capable of being disregarded for the purposes of issuing the Base Building Works Practical Completion Certificate 8.1.3 The Tenant shall not be entitled to request a Tenant's Requested Modification within six (6) months before the Target Date:- (a) which in the Developer's opinion is likely to cause delay to any part of the Base Building Works which do not relate to the Demised Premises; or (b) where in the Developer's opinion the requested additions and/or substitutions to the Base Building Works are likely to render the issue of the Base Building Works Practical Completion Certificate impracticable 8.2 Restrictions on Proposals Tenant's Requested Modifications shall not contain facilities, materials or work which, if implemented (when looked at together with any previously requested Tenant's Requested Modifications including those requested but not yet agreed and taking into account any payments made or to be made between the parties pursuant to this Clause 8), would:- 8.2.1 alter the exterior (including the appearance) of the Building except the roof; or -22- 8.2.2 materially alter the roof of the Building; or 8.2.3 adversely affect the structural integrity of the Building; or 8.2.4 reduce the lettable area of the Demised Premises (other than to an immaterial extent); or 8.2.5 reduce the lettable area of the Building; or 8.2.6 reduce the open market value or open market rent of the Building otherwise than by reducing its lettable area; or 8.2.7 negate or adversely affect the validity or enforceability of or the availability or quantum of remedies or damages under any appointment contract or warranty entered into by any Key Consultant or any Consultant or any Trade Contractor (unless the Key Consultant or Consultant or Trade Contractor agrees otherwise); or 8.2.8 place (or prospectively place) the Developer in breach of its obligations to any third parties; or 8.2.9 be incompatible with any of the Base Building Works already carried out or to be carried out by the Developer; or 8.2.10 be such as are intended to form any part of the MSDF Works (or works of that type) or any part of the Tenant's Works provided that this shall not exclude alterations to the Base Building Works in order to facilitate the Tenant's Works; or 8.2.11 adversely affect the usage or the functioning of the Building Systems or the cost of operating the Building Systems; or 8.2.12 violate any laws or (subject to the provisions of clause 8.6.4) the requirements of any Approvals or the requirements from time to time of any insurers or be such that any Approval or any insurance effected or to be effected by the Developer pursuant to Clause 21 is reasonably likely to be unobtainable or is adversely affected; or 8.2.13 in the Developer's reasonable judgement not be reasonably capable of being reinstated at the end or sooner determination of the contractual term of the Lease (if such reinstatement is required in accordance with Clause 8.4.1(e)); or 8.2.14 involve the carrying out of works or the installation of items which in the Developer's reasonable opinion are relatively untried and untested and which in the Developer's reasonable opinion increase (otherwise than to an immaterial extent) the risks accepted by the Developer concerning defective works; or 8.2.15 prevent or be likely to prevent any supply or supplies made pursuant to the grant of the Lease pursuant to this Agreement being treated as an exempt supply or supplies of land under Group 1 of Schedule 9 to the Value Added Tax Act 1994; or 8.2.16 cause or be likely to cause a Tenant's Delay which (when taken together with any other Tenant's Delays which have already occurred or which are reasonably foreseeable) would exceed 120 days in the aggregate Any dispute as to whether a Tenant's Requested Modification is prohibited by this Clause 8.2 or whether the Developer is reasonably withholding consent pursuant to Clause 8.1 or this -23- Clause 8.2 shall be agreed between the Developer and the Tenant or in the event they cannot so agree determined by the Independent Person acting as an expert in accordance with Clause 30.5 8.3 Approval of Modifications The Tenant shall furnish with any such application (a "TRM Application") the reasons for it and sufficient information to enable the Developer (acting reasonably) to determine the extent and scope of the Tenant's Requested Modifications, the cost of the same, any proposed changes to lettable area, any anticipated impact on the construction programme, the letting, running or management of the Building or any part of it or the Developer's interest in it. The Developer shall not be obliged, where it has given initial consideration to a TRM application but has found that any such reasons and/or information as referred to above have not been provided or the Developer reasonably requires other information, to give further consideration to the TRM application until the Tenant has (following written request from the Developer identifying the missing further information that is required such request to be given within five (5) Working Days of receipt of the TRM Application) provided that further information which the Developer reasonably requires 8.4 Authorisation Requests and Estimates 8.4.1 As soon as reasonably practicable following receipt of the information specified in Clause 8.3 and (subject as set out in Clauses 8.1 and 8.2) if the Developer approves a TRM Application the Developer shall as soon as reasonably practicable work closely with the relevant Tenant's Consultant (and, in particular, the Tenant's Quantity Surveyors) and shall furnish to the Tenant in duplicate a memorandum which sets out details of the Tenant's Requested Modification in question, the duplicate of which will include an acceptance section for completion by the Tenant if it wishes to proceed with such Tenant's Requested Modification (the "TRM Authorisation Request") and to which is annexed a statement setting out:- (a) the Approvals and the third party consents required in respect of the Tenant's Requested Modification (the "Modification Consents") (b) an estimate of any Tenant's Delay which is likely to result by reason of such Tenant's Requested Modification and which shall include any estimated period of delay in respect of seeking and obtaining the Modification Consents ("Estimate of Tenant's Delay") and in the case of a Tenant's Requested Modification requested within six (6) months before the Target Date an estimate of the likely delay to the Base Building Works Practical Completion and whether it is likely to render the issue of the Base Building Works Practical Completion Certificate impracticable (c) a statement (the "Costs Estimate") setting out in reasonable detail the Developer's good faith estimate of the Modification Costs in relation to such Tenant's Requested Modification (d) in the case of substitutions to the Base Building Works the Unspent Costs attributable to the substitution (the "Estimated Unspent Costs") (e) whether the Developer (acting reasonably) will require reinstatement of the Tenant's Requested Modification at the end or sooner determination of the term of the Lease (the "Reinstatement TRM's") -24- Provided That the Estimate of Tenant's Delay, the Costs Estimate, and the Estimated Unspent Costs (the "Relevant Estimates") shall not be binding on the Developer or the Tenant and no warranty as to the accuracy of such statements is given or shall be implied 8.4.2 Prior to receiving the Tenant's countersigned TRM Authorisation Request and Relevant Estimates the Developer shall continue to progress or procure the progress of the Base Building Works as if no application for a Tenant's Requested Modification had been received 8.5 Acceptance by the Tenant 8.5.1 If, having received the TRM Authorisation Request and the Relevant Estimates provided by the Developer pursuant to Clause 8.4.1, the Tenant wishes to have the Tenant's Requested Modification made it shall within six (6) Working Days after receipt of such TRM Authorisation Request and Relevant Estimates countersign (by way of acknowledgement) and return the duly countersigned duplicate (without amendment or qualification) of the TRM Authorisation Request to the Developer 8.5.2 The countersigning and returning of the duplicate TRM Authorisation Request unamended and unqualified by the Tenant authorises the Developer to proceed with or procure that CWCL proceeds with the Tenant's Requested Modification and confirms that the actual Modification Costs referable to the Tenant's Requested Modification incurred by the Developer and/or CWCL whether or not in excess of those set out in the Costs Estimate shall (inter alia) constitute Modification Costs for the purposes of this Agreement and that the Tenant shall be responsible for all the consequences of any actual resulting period of Tenant's Delay whether or not in excess of the Estimate of Tenant's Delay and shall have the benefit of any actual Unspent Costs referable to the Tenant's Requested Modification in question 8.6 Preparation of plans If the Tenant has countersigned and returned a TRM Authorisation Request unamended and unqualified to the Developer then:- 8.6.1 The Developer shall, subject to Clause 8.6.2, prepare or procure the preparation of scaled and dimensioned architectural and engineering working drawings and specifications showing in detail and in scope the Tenant's Requested Modification which drawings and specifications are in this Agreement together called "Modification Plans" Provided That if it is apparent that a Modification Consent is required the Developer shall first prepare or procure the preparation of the plans which are necessary in order to apply for the Modification Consent and only prepare or procure the preparation of full Modification Plans either when the Modification Consent has been obtained or, if earlier, when the parties agree (acting reasonably) that it is appropriate to do so 8.6.2 The Tenant shall bear the proper costs and expenses incurred by the Developer and/or CWCL in preparation of the Modification Plans and the plans necessary to apply for the Modification Consent 8.6.3 Any facilities or materials supplied by and any work performed or procured by the Developer by reason of Tenant's Requested Modification which are described in the Modification Plans are called "Modifications" in this Agreement and shall be deemed to be part of the Base Building Works -25- 8.6.4 At the request of the Tenant the Developer shall at the Tenant's cost and expense seek and use its best endeavours to obtain the Modification Consents and shall notify the Tenant whether the same have been granted or otherwise forthwith on receiving notification of the same 8.6.5 If the Modification Consents are refused the Tenant's request for the Tenant's Requested Modification shall be deemed to be withdrawn and the provisions of Clause 8.9 shall apply 8.6.6 Subject to the Tenant having received copies of the Modification Consents, the Tenant shall notify the Developer within six (6) Working Days of their receipt by the Tenant whether the Modification Consents are satisfactory to it and if they are the provisions of Clause 8.8 shall apply and if they are not or if the Tenant shall fail to give such notice within such period the Tenant's request for the Tenant's Requested Modification shall be deemed to be withdrawn and the provisions of Clause 8.9 shall apply 8.6.7 Any delay to the Base Building Works resulting from the need for and the obtaining of Modification Consents shall be a Tenant's Delay for the purposes of this Agreement 8.7 Calculation of actual Modification Costs referable to Tenant's Requested Modifications and Unspent Costs 8.7.1 The Developer shall calculate the amount of the actual Modification Costs referable to the Modifications utilising (inter alia) initially for estimation purposes the pricing information provided by each Trade Contractor appointed or to be appointed in respect of the relevant element of the Base Building Works and eventually utilising (inter alia) the sums finally payable to Trade Contractors in relation to the relevant Tenant's Requested Modifications 8.7.2 Subject to clause 8.7.3 in the case of Unspent Costs the Developer shall calculate the costs saved in relation to the relevant substitution using the same method of calculation used in Clause 8.7.1 and shall allow the amount of the Unspent Costs as a credit against the total Modification Costs 8.7.3 The Developer and the Tenant's Quantity Surveyor (acting on behalf of the Tenant) shall (acting reasonably) seek to agree the amount of the Unspent Costs applicable to the Modifications and if the parties fail to agree either party may refer the dispute for determination by the Independent Person acting as an expert in accordance with Clause 30.5 8.8 Execution of the Modifications Subject to:- 8.8.1 the Tenant countersigning and returning an unamended and unqualified TRM Authorisation Request in accordance with Clause 8.5.1; 8.8.2 preparation of the relevant Modification Plans; 8.8.3 obtaining all requisite Approvals (to include any necessary Modification Consents); 8.8.4 a Trade Contractor having been selected or an existing Trade Contract having been varied; -26- 8.8.5 the Tenant paying to the Developer the Modification Costs referable to the relevant Tenant's Requested Modifications in accordance with Clause 8.10 the Developer shall procure the carrying out of the relevant Tenant's Requested Modifications as part of the Base Building Works in accordance with the provisions of this Agreement 8.9 Tenant's Withdrawal of a Tenant's Requested Modification 8.9.1 If the Tenant fails to countersign and return a TRM Authorisation Request unamended and unqualified to the Developer in accordance with Clause 8.5.1 then the Developer shall have no further obligation to implement the Tenant's Requested Modification in question and all Modification Costs and other costs and expenses incurred by the Developer and/or CWCL pursuant to clause 8.4 of this Agreement shall constitute Modification Costs 8.9.2 If the Tenant withdraws a Tenant's Requested Modification prior to the Developer commencing the relevant Base Building Works (any later withdrawal being treated as a request for a Tenant's Requested Modification pursuant to Clause 8.1) or is deemed to do so in accordance with the provisions of Clause 8.6.5 or 8.6.6 then the Developer shall have no further obligation to implement the Tenant's Requested Modification in question and all Modification Costs and other costs and expenses incurred by the Developer and/or CWCL pursuant to this Agreement in respect of such withdrawn Tenant's Requested Modification (including, for the avoidance of doubt, any costs which will need to be incurred in reverting to designing and constructing the relevant parts of the Base Building Works (as designed prior to the variations proposed by the Tenant's Requested Modification)) shall constitute Modification Costs and any actual delays resulting from the Developer complying with its obligations pursuant to this Agreement in respect of such withdrawn Tenant's Requested Modification shall constitute a Tenant's Delay for the purposes of this Agreement and (for the avoidance of doubt) any saved sums shall be treated as Unspent Costs 8.10 Tenant responsible for Modification Costs 8.10.1 Subject to Clauses 8.10.2 and 8.11 the Developer shall deliver to the Tenant's Representative from time to time a statement or statements specifying all Modification Costs actually committed by the Developer and/or CWCL (which shall for the avoidance of doubt be treated for the purposes of this Agreement as including the fixed preliminaries percentage and additional percentage specified in Clauses 1.75.2 and 1.75.5 respectively) and the Tenant shall pay to the Developer within ten (10) Working Days after the receipt thereof the amount specified in such statement or statements 8.10.2 In respect of any single Tenant's Requested Modification where the Cost Estimate is greater than the sum of (Pounds)50,000 (exclusive) the Developer (acting reasonably) shall in addition deliver to the Tenant's Representative from time to time with the statement specifying all Modification Costs a schedule of stage payments thereof and the Tenant shall pay to the Developer the amounts specified in such schedule on the dates specified in such schedule 8.10.3 The Tenant agrees for the avoidance of doubt that where the Developer continues with the execution of any relevant aspects of the Base Building Works prior to incorporation of a Tenant's Requested Modification and/or the preparation of designs or specifications or the placing or negotiation of any contracts orders or -27- other matters following submission of a TRM Application then any costs which are wasted as a result shall nonetheless be included in the Modification Costs 8.11 Disputes as to Modification Costs The Developer and the Tenant shall (where any Modification Costs are in dispute) procure that the Developer and the Tenant's Quantity Surveyors use all reasonable endeavours to agree (both acting reasonably) the actual Modification Costs but in the event of disagreement either party may at any time refer the matter in dispute to an Independent Person (acting as an expert) in accordance with the provisions of Clause 30.5 8.12 Reinstatement of Tenant's Requested Modifications The Tenant shall be required to reinstate the Reinstatement TRM's at the end or sooner determination of the term of the Lease and the Tenant agrees to enter into the Licence obliging the Tenant to undertake such reinstatement 8.13 Reinstatement TRM's The parties hereby agree that the Licence shall record all Tenant's Requested Modifications and separately identify the Reinstatement TRM's 8.14 Time of the essence Time shall be of the essence for all the purposes of this Clause 8 9. SITE VISITS AND MEETINGS AND SUPPLY OF INFORMATION AND DOCUMENTATION 9.1 Site visits During the period up to Practical Completion of the Base Building Works the Developer shall permit the Tenant and the Tenant's Consultants and Tenant's Contractors (but limited to such number of people as is reasonable in the circumstances) at all reasonable times to enter onto the Site (accompanied by a representative of the Developer if the Developer shall so reasonably require) to view the progress and state of the Base Building Works and the materials used or intended for use therein (but not to test any of the materials) to check compliance by the Developer, the Developer's Contracting Team, the Key Consultants and the Consultants with their obligations, the quality of the work, to prepare plans, drawings and specifications for the carrying out of the Tenant's Works or for any other proper reason SUBJECT nevertheless to:- 9.1.1 reasonable prior notice being given to the Developer 9.1.2 the Tenant and others as aforesaid reporting to the works office on the Site before making any inspection and acting in accordance with the instructions of the Developer's representative 9.1.3 compliance with such reasonable safety and security precautions and insurance requirements as may be in force from time to time on the Site 9.1.4 the Tenant and others as aforesaid not giving instructions or making representations to the persons engaged in the carrying out of the Base Building Works 9.1.5 the progress of the Base Building Works not being impeded -28- and the Developer shall procure that any defects, faults or failures to comply with Clause 6.1 in respect of which the Tenant serves written notice following such entry and which the Developer agrees acting reasonably are defects, faults or failures to comply with Clause 6.1 are remedied and made good at the appropriate time according to the nature of the work in question and the Developer shall procure prompt and appropriate answers to all reasonable and relevant questions asked by the Tenant during the course of or following any such inspection 9.2 Meetings The Tenant shall have reasonable access to Developer meetings and not less frequently than once every month the Developer shall convene and give not less than four (4) Working Days' prior written notice to the Tenant of the time, date and place of a formal progress meeting relating to the Base Building Works and representatives of the Tenant shall be entitled to attend such meeting for the purpose of reviewing the progress of the Base Building Works and making representations concerning progress and standards of workmanship 9.3 Minutes and other information 9.3.1 As the same become available the Developer shall send to the Tenant (or to such party on behalf of the Tenant as the Tenant may in writing direct) copies of the following:- (a) minutes of all such meetings as are mentioned in Clause 9.2; and (b) the Approved Plans as the same are varied, altered or added to in accordance with the terms of this Agreement; and (c) the latest issue of (i) programmes; and (ii) reports on cost for which Tenant is responsible; and (d) Approvals; and (e) in any event within one month of the date of Base Building Practical Completion all systems commissioning data and certificates 9.3.2 The Tenant acting reasonably and in order to obtain information which it requires for the purposes of designing the Tenant's Works may require the Developer to supply a set of DWG format CAD discs of particular documents or classes of documents which are on the Developer's/CWCL's document control system at that time 9.3.3 The Developer shall procure that Tenant is provided with evidence at Base Building Works Practical Completion of satisfactory commissioning and testing of all Building Systems 9.4 The Tenant shall be provided on request with copies of or access to such information as the Tenant may reasonably require in connection with the Base Building Works as necessary for the purpose of CDM Regulations -29- 10. COPYRIGHT 10.1 Grant of Non-exclusive Licence Insofar as the copyright to any drawings or other intellectual property relevant to the Base Building Works is owned by the Developer or the Developer has power to grant licence or sub-licence (as the case may be) to use or reproduce the same, the Developer hereby irrevocably grants to the Tenant non-exclusive royalty free licence (and insofar as the Developer has the power to provide those licences shall be capable of sublicensing and transfer) to use and reproduce the same for the purposes set out in Clause 10.2 10.2 Tenant's Undertaking The Tenant undertakes that it shall observe all restrictions on copyright and other intellectual property rights of which it is duty informed applicable to and treat as supplied in confidence all drawings, plans, specifications, costs, trade contract documents consultant appointments and calculations supplied or made available to it by the Developer, the Developer's Contracting Team or its Key Consultants or its Consultants or agents in connection with or related to the Base Building Works and will not use or permit to be used any of the same otherwise than:- 10.2.1 in connection with the Tenant's Works (including but not limited to the construction completion maintenance extension alteration letting promotion advertisement reinstatement and repair during the period of the Lease); or 10.2.2 for any other purposes authorised or required under this Agreement and that the Tenant will use reasonable endeavours to procure compliance with this Clause 10.2 by the Tenant's Consultants and the Tenant's Contractors or any third party engaged, instructed or retained by the Tenant in connection with the Base Building Works and/or the Tenant's Works 10.3 Developer's Liability The Developer, the Developer's Contracting Team, its Key Consultants and its Consultants will have no liability for the use and reproduction of such drawings etc for any other purpose than that for which they were prepared and provided PART 4 TENANT'S WORKS 11. APPROVAL OF TENANT'S WORKS 11.1 Tenant to submit details of Tenant's Works 11.1.1 The Tenant shall prior to commencing any element of the Tenant's Works and at the Tenant's sole cost and expense submit to the Developer co-ordinated outline proposals for decision in principle followed by details of such reasonable elements of the Tenant's Works for approval including as from time to time appropriate:- (a) architectural working drawings and specifications; (b) engineering working drawings and specifications; -30- (c) a statement clearly distinguishing between the proposed Tenant's Category A Works (if any) and the proposed Tenant's Category B Works; and (d) a copy of the completed application and conditions of supply of electricity to business customers in the form from time to time stipulated by London Electricity plc (or any successor body to its undertaking) in respect of the facilities materials and work for the various elements of the Tenant's Works and such proposals and subsequent details must be at least equivalent in scope and quality to those pertaining in respect of the MSDF Works and such working drawings and specifications shall be fully co-ordinated with each other and with the Base Building and shall incorporate all information which the Developer reasonably requires including details of all such Tenant's Works and the dimensional locations thereof with reference to the building column centre line or the face of finished column enclosures 11.1.2 (a) If (and to the extent only) the same are approved by the Developer pursuant to Clause 11.4 the working drawings and specifications prepared by the Tenant pursuant to the provisions of this Clause 11.1 and any changes therein permitted under this Clause 11 are herein collectively called the "Tenant's Plans" (b) In relation to those portions of the Tenant's Works which comprise the connection or interface with the electronic elements of the fire protection system, the building management system, the risers and other systems serving the Building or which affect the structure of the Building (the "Core Works") the Tenant shall either (a) retain the same Key Consultants, Consultants or Trade Contractors who prepared such structural mechanical or electrical engineering aspects of the Base Building Works provided that such Key Consultants, Consultants or Trade Contractors shall agree to provide their services to the Tenant at reasonable rates and terms or (b) reimburse on demand to the Developer the reasonable costs incurred by the Key Consultants, Consultants or Trade Contractors on reviewing and approving the Core Works as set out in Clause 11.5 (without double-counting) 11.2 Limitations of Tenant's Plans The Tenant's Plans (including any changes thereto) shall not:- 11.2.1 provide for works which are of a lesser standard or extent than the MSDF Works; without the Developer's approval (not to be unreasonably withheld); or 11.2.2 adversely affect the integrity of the structure of the Building or the operation of the Building Systems; or 11.2.3 contain matters which are absolutely prohibited under the terms of the Lease or which would be prohibited by Clause 8.2 (other than Clause 8.2.10); or 11.2.4 violate any laws or the requirements of any Approvals or the requirements from time to time of any insurers notified to the Tenant (or its representatives or advisors) or be such that any Approval or any insurance effected or to be effected by the Developer pursuant to Clause 21.2 and/or Clause 21.3 is reasonably likely to -31- be unobtainable or adversely affected Provided that if any of the Tenant's Plans require a modification of any of the Developer's Approvals the Developer's consent shall be required 11.3 DWG Files One set of DWG format CAD discs shall be submitted to the Developer on each occasion that the Tenant supplies details of its proposals to the Developer for approval 11.4 Developer's Approval The Tenant's Plans and any changes thereto which the Tenant may request shall be subject to the Developer's prior approval such approval (subject to compliance with Clause 11.2) not to be unreasonably withheld. If the Developer shall disapprove of any aspects of the applicable drawings and specifications then the Developer shall within six (6) Working Days of receipt of such drawings or specifications give notice in writing specifying the grounds for such disapproval and the Tenant shall return to the Developer appropriate corrections thereto within six (6) Working Days after receipt of such notice. If the Developer shall still decline to approve the Tenant's Plans as amended, then (subject in the case of the Tenant to the same being in compliance with Clause 11.2) either party may refer the matter or matters in dispute to the Independent Person acting as expert in accordance with the provisions of Clause 30.5 11.5 Developer's Costs The Developer shall deliver to the Tenant a statement or statements specifying any engineering architectural or other costs reasonably incurred by the Developer in reviewing the Tenant's Plans and any changes thereto (including, for the avoidance of doubt, any costs incurred in connection with the modification of any Developer's Approvals) and the Tenant shall pay to the Developer within ten (10) Working Days after the receipt thereof the amount specified in such statement 11.6 Approvals The Tenant shall use all reasonable endeavours to obtain all necessary Approvals required for the Tenant's Works following approval of the Tenant's Plans and shall promptly supply copies of the same to the Developer 11.7 Tenant's Delay If the Base Building Works or any part or item of the Base Building Works are or is delayed as a result of and properly attributable to the Tenant carrying out the Tenant's Works or as a result of any errors or omissions in the Tenant's Plans or delay in submitting the Tenant's Plans to the Developer for approval then any such delay shall be deemed a Tenant's Delay. 12. EXECUTION OF TENANT'S WORKS AND SUBSEQUENT OCCUPATION 12.1 Entry as Licensee Subject to the provisions of Sub-Clauses 12.2, 12.5 and 12.6 of this Clause 12 and Cause 11 the Developer shall grant the Tenant its contractors agents advisers workmen and others engaged in the execution of the Tenant's Works (the "Tenant's Contractors") access to the Demised Premises (excluding the Sub-underlease Premises) by way of licence only in common with the Developer and others at all times (subject as hereinafter mentioned) with effect from the Access Date for the purpose only of the commencement and execution of any of the Tenant's Works -32- 12.2 Completion of Tenant's Works The Tenant's Works (to the extent carried out) shall be carried out and completed:- 12.2.1 in a good and workmanlike manner; and 12.2.2 using materials of sound quality of their several kinds and (where specified) as set out in any specifications relating to the Tenant's Works; and 12.2.3 so that such works are free of Prohibited Materials; and 12.2.4 in accordance with:- (a) the Tenant's Plans which have been approved by the Developer; (b) the Approvals (as these may have been modified pursuant to clause 11.2.4); and (c) the terms of this Agreement 12.3 Access Restrictions The Tenant shall itself, and shall procure that the Tenant's Consultants and the Tenant's Contractors and all other parties instructed by the Tenant comply with all reasonable rules restrictions and regulations in relation to access to the Demised Premises and which may reasonably be imposed by the Developer and have been notified in writing to the Tenant and/or which shall be promulgated by the Developer for ensuring the integrity of the Building Systems 12.4 Method Statement Not less than one month prior to commencement of the Tenant's Works, the Tenant shall submit to the Developer for and obtain the Developer's approval to a method statement (a "Method Statement") in writing which Method Statement shall contain the information specified in Schedule 4 insofar as it is reasonably practicable and appropriate for the same to be included Provided That:- 12.4.1 notwithstanding the Developer's approval to the Method Statement if in the carrying out of the Tenant's Works in accordance with the Method Statement it transpires that the method of carrying out of the Tenant's Works is having a material adverse effect on the progress or completion of any part of the Base Building Works or any other works or the ability of Canary Wharf Management Limited (or any substitute therefor) to provide any of the Estate Services or Building Services (all as defined in the Lease) the Developer may require such amendments or variations to the Method Statement as are reasonably necessary to mitigate the effect on the progress or completion of the relevant part of the Base Building Works or such other works or ability to provide such Services as aforesaid; 12.4.2 entry to the Demised Premises pursuant to the access to be granted under Clause 12.1 shall not be permitted until the Method Statement shall have been approved by the Developer (such approval not to be unreasonably withheld or delayed); and -33- 12.4.3 insofar as it shall not be reasonably practicable to provide the information detailed in this Clause 12.4 within the time specified the Developer shall approve its omission from the Method Statement but such information shall nonetheless be submitted to the Developer as soon as possible thereafter 12.5 Tenant's obligations Upon entering the relevant Demised Premises the Tenant will itself and will procure that its contractors agents advisers and workmen will at all times 12.5.1 comply in all respects with the provisions of the Method Statement approved pursuant to the provisions of Sub-Clause 12.4 as the same may be added to amended or varied from time to time as permitted by this Agreement and comply in all respects with the Regulations (as defined in the Lease) as updated from time to time and produced on behalf of the Landlord as an addition or substitute therefor); 12.5.2 (save to the extent and degree expressly authorised under this Agreement by reason of the approval of the Tenant's Works) not damage or cause or permit its servants agents or contractors or any other persons to damage the Base Building Works and in particular not to interfere or permit such persons to interfere with or do or permit to be done by any such persons any act or thing which may adversely affect any installation forming part of the Base Building Works or the carrying out or completion thereof and not to make or instruct to be made by any such persons any connections with or to such installation (other than any which form part of the Tenant's Works) without the prior approval of the Developer to such connections (which approval shall not be unreasonably withheld or delayed) 12.6 Terms of Occupation From the Access Date until the date of completion of the Lease the Tenant shall (save where inconsistent with the express terms of this Agreement) be subject to and shall observe and perform and be bound by the covenants conditions and provisions in the Lease notwithstanding that the same has not been executed 12.7 Developer's right to inspect and require remedy The Tenant shall throughout the period of the carrying out of the Tenant's Works permit the Developer to inspect the progress and manner of execution of the Tenant's Works at all reasonable times on reasonable prior notice and subject to the proper safety requirements imposed by the Tenant and/or the Tenant's Contractors without such inspection causing any undue delay to the Tenant's programme for the carrying out of the Tenant's Works and so that (save as expressly required for compliance with the CDM Regulations) no instructions shall be given or represented as made to the persons engaged in carrying out the Tenant's Works and the Tenant shall procure that any defects, faults or failures to comply in respect of which the Developer serves written notice following such inspection and which the Tenant acting reasonably agrees are defects, faults or failures are remedied and made good at the appropriate time according to the nature of the work in question 12.8 Developer to have no responsibility for Tenant's Works The Tenant's Works shall at all times be at the Tenant's risk and the Developer shall have no responsibility or liability in respect thereof or (subject to the provisions of Clause 21) be under any obligations to insure the same -34- 13. TENANT'S WORKS AREAS AND EARLY ACCESS 13.1 Early Access Dates The Developer shall use reasonable endeavours to offer the Tenant early access to perform the Tenant's Works to the floor or floors of the Demised Premises (excluding the Sub-underlease Premises) and both by the dates as set out in the Schedule of Early Access Dates and in accordance with the Early Access Criteria 13.2 Tenant's Works Areas and Method Statement 13.2.1 The Developer shall promptly notify the Tenant about the floor or floors of the Demised Premises (excluding the Sub-underlease Premises) (the "Tenant's Works Areas") to which the Developer may be able to offer the Tenant early access to perform the Tenant's Works prior to the date of Base Building Works Practical Completion and such notice shall identify the relevant areas and confirm the date or dates by which the Developer needs to know whether the Tenant would like the opportunity to do so. If the Tenant wishes to take-up the opportunity in relation to any part or parts of the Demised Premises identified by the Developer in its notice then the Tenant shall give reasonable notice to the Developer prior to the relevant date specified in the Developer's notice for each relevant area. If the Tenant shall serve such a notice the Tenant shall following consultation with the Developer submit to the Developer for approval (such approval not to be unreasonably withheld) a method statement (the "Early Access Method Statement") in writing which Early Access Method Statement shall contain such of the information specified in Schedule 4 insofar as it is reasonably practicable and appropriate for the same to be included 13.2.2 Provided That:- (a) notwithstanding the Developer's approval to the Early Access Method Statement if in the carrying out of the Tenant's Works in accordance with the Early Access Method Statement it transpires that the method of carrying out of the Tenant's Works is having an adverse effect on the progress or completion of the Base Building Works the Developer may require appropriate modification of the Early Access Method Statement and the method of carrying out the Tenant's Works or temporary suspension of the Tenant's Works until the same may be recommenced without adversely affecting the progress or completion of the Base Building Works; (b) insofar as it shall not be reasonably practicable to provide the information detailed in this Clause 13.2 within the time specified the Developer may approve (such approval not to be unreasonably withheld) its omission from the Early Access Method Statement but such information shall nonetheless be submitted to the Developer as soon as possible thereafter; (c) such occupation shall only be for the purposes of enabling the Tenant to carry out the Tenant's Works and for no other purpose; (d) such occupation shall be entirely at the Tenant's own risk; (e) any delay to the completion of the remainder of the Base Building Works which results from such occupation shall constitute Tenant's Delay for the purposes of this Agreement; -35- (f) any proper additional costs which are properly incurred by or on behalf of the Developer and/or CWCL over and above those which the Developer would have otherwise incurred but for this Clause 13 as a result of such occupation shall constitute Modification Costs for the purposes of this Agreement 13.3 Commencement of Work The Tenant and the Tenant's Contractors shall not enter the Tenant's Works Area or commence the Tenant's Works within to any Tenant's Work Area until the Early Access Date relevant for such Tenant's Work Area and until the Early Access Method Statement has been approved 13.4 Licence to have access Subject to the provisions of this Clause 13 and unless prevented from so doing by Force Majeure the Tenant its contractors agents advisers workmen and others engaged in the execution of the Tenant's Works shall be permitted access to each Tenant's Work Area as licensee in common with the Developer and others at all times (subject as hereinafter mentioned) with effect from the relevant Early Access Date relating to such Tenant's Work Area for the purpose only of the commencement and execution of any Tenant's Works in that Tenant's Work Area 13.5 Compliance with Early Access Method Statement and the CDM Regulations The Tenant shall itself, and shall procure that the Tenant's Consultants and the Tenant's Contractors and all other parties instructed by the Tenant comply with:- 13.5.1 the Early Access Method Statement approved pursuant to the provisions of Clause 13.2 (as the same may be added to or varied from time to time as permitted by this Agreement) and 13.5.2 the CDM Regulations and co-operate fully with the Developer's Contracting Team and the Key Consultants consultants, the planning supervisor and principal contractor in carrying out their duties and responsibilities under the CDM Regulations and the Tenant shall execute and deliver to the Health and Safety Executive a declaration in accordance with paragraph 4(4) of the CDM Regulations that it will act as client in respect of the Tenant's Works for the purposes of the CDM Regulations 13.6 Tenant's Work Area Obligations Upon entering each Tenant's Work Area and any other parts of the Building to which access is permitted prior to the date of Base Building Works Practical Completion the Tenant will and will procure that its respective contractors, agents, advisers and workmen will at all times not damage or cause or permit its servants, agents or contractors or any other persons to damage the Base Building Works and in particular not to interfere or permit such persons to interfere with or do or permit to be done by any such persons any act or thing which may adversely affect or delay any installation forming part of the Base Building Works or the carrying out or completion of the Base Building Works and not to make or instruct to be made by any such persons any connections with or to such installation without the prior approval of the Developer to such connections (which approval shall not be unreasonably withheld). -36- 14. ANCILLARY PROVISIONS AS TO TENANT'S WORKS 14.1 As-built Drawings As soon as practicable after Tenant's Works Practical Completion the Tenant shall supply to the Developer 14.1.1 a set of as-built drawings showing the works actually carried out by the Tenant together with a set of DWG format CAD discs showing the same and 14.1.2 a copy of the health and safety file kept available for inspection pursuant to the Construction (Design and Management) Regulations 1994 and any subsequent legislation of a similar nature 14.2 Memorandum of Category A and Category B Works 14.2.1 Within ten (10) Working Days following Tenant's Works Practical Completion the Tenant shall supply to the Developer a memorandum separately identifying the Tenant's Category A Works and the Tenant's Category B Works (if any) and as soon as practicable thereafter the Developer and the Tenant shall each sign and exchange a memorandum which shall (if necessary to distinguish accurately the Tenant's Category A Works and Tenant's Category B Works) annex the relevant marked up or as-built drawings 14.2.2 If the Tenant shall fail to comply with Clause 14.2.1 the Developer may (but shall not be obliged to) prepare such a memorandum itself and the Tenant shall provide the Developer with all necessary access, facilities and information to do so and shall pay the Developer's costs of doing so on demand 14.3 Licences for Alterations Within fifteen (15) Working Days of Tenant's Works Practical Completion (or on completion of the Lease if later) the Developer shall execute and deliver to the Tenant the executed Licence and the Tenant shall execute and deliver a counterpart thereof to the Developer and for such purposes the Tenant shall supply to the Developer as soon as practicable after Completion of the Tenant's Works a specification prepared by or on behalf of the Tenant which shall identify the relevant works insofar as the extent of the same is not apparent from the as-built drawings 14.4 Indemnity The Tenant shall in respect of the Tenant's Works and without prejudice to any other obligation on its part herein keep the Developer and/or CWCL fully and effectually indemnified against:- 14.4.1 any breach by the Tenant or its servants agents consultants contractors or any sub-tenant licensee or occupier of the Demised Premises or those for whom they are respectively responsible of the conditions or requirements imposed or implied by the Licences and any other permission or licence granted (on the application of or on behalf of the Tenant) for or otherwise pursuant to the terms of this Agreement for the execution of the Tenant's Works and 14.4.2 all claims actions damages demands losses expenses costs and other liabilities whatsoever suffered by the Developer and/or CWCL which arise out of the -37- carrying out of the Tenant's Works otherwise than in accordance with the terms of this Agreement and will make good forthwith to the satisfaction of the Developer any damage or injury caused by the Tenant (or by anyone for whom the Tenant is responsible) to the Building or to the Base Building Works or other part of the Development Site or to the property of the Developer and/or CWCL or any of their respective servants agents licensees or workmen 14.5 Copy Appointments and Contracts and Provision of Collateral Deeds of Warranty 14.5.1 The Tenant shall procure that there are delivered to the Developer within twenty (20) Working Days of their completion copies of all appointments of Tenant's Consultants (in each case excluding financial information) 14.5.2 The Tenant shall as soon as reasonably practicable procure the execution and delivery to the Developer of a collateral deed of warranty from each of the Tenant's Consultants in the form set out in Annexure 16 in each case with non-material variations or pre- agreed permitted amendments as set out in Annexure 15 in such form as the Tenant proposes and the Developer approves, such approval not to be unreasonably withheld or delayed and to have regard to the scale and nature of the services to be provided by the Tenant's Consultant 14.6 Plans drawings etc The Developer shall have an irrevocable and assignable licence free from any copyright claim to use and reproduce all plans drawings specifications models and other information required to be furnished by the Tenant to the Developer under this Agreement but so that the Developer shall use the same only in connection with the use ownership operation maintenance and alteration of the Building and Demised Premises 15. ENTRY BY THE DEVELOPER TO THE DEMISED PREMISES AFTER THE ACCESS DATE (Subject to clause 8.17 of the Lease once beneficial occupation has been taken by the Tenant) with effect from the Access Date (and whether before or after the date of grant of the Lease) the Tenant shall upon receipt of reasonable prior notice (save in the case of emergency) permit the Developer the Key Consultants the Consultants and the Developer's Contracting Team to enter upon the Demised Premises in order to enable the Developer to complete the Base Building Works and/or to measure the Demised Premises and/or the Building the persons so entering causing as little interference interruption to or restriction of the Tenant's Works as reasonably practicable and making good to the reasonable satisfaction of the Tenant any physical damage caused thereby to the Demised Premises or to the Tenant's Works 16. NOT USED 17. AGREEMENT AS TO OPERATION OF LANDLORD AND TENANT ACT 1927 17.1 Service of 1927 Act Notice The Tenant hereby agrees with the Developer that if the Tenant serves a 1927 Act Notice upon the Developer in relation to the Tenant's Works or any part or parts of them the Tenant shall within twenty-eight (28) days following the service of the 1927 Act Notice or within seven days after determination of the cost (hereinafter called the "Cost") to the Tenant of the carrying out of the works and alterations the subject of the 1927 Act Notice (time being of the -38- essence) pay to the Developer a sum equal to One hundred and five per cent. (105%) of the Cost 17.2 Determination of Cost The Developer and the Tenant shall use all reasonable endeavours to agree the Cost but in default of written agreement between them as to the amount of the Cost then either party may at any time following the expiration of a period of fourteen (14) days following the service of the 1927 Act Notice refer the matter for settlement to an Independent Person acting as an expert pursuant to the provisions of Clause 30.5 PART 5 INDEPENDENT MEASUREMENT AND PRACTICAL COMPLETION 18. MEASUREMENT 18.1 Joint Measurement 18.1.1 As soon as reasonably practicable after the date of this Agreement the Developer and the Tenant shall appoint the Independent Measurer in the form of appointment forming Annexure 18 to this Agreement (the "Measurer's Appointment") 18.1.2 Within fifteen (15) Working Days following the date when the Developer reasonably considers the Demised Premises is capable of measurement in accordance with the Code of Measuring Practice and in any event prior to Base Building Works Practical Completion the Developer and the Tenant shall jointly instruct the Independent Measurer on the terms of the Measurer's Appointment to measure the Demised Premises and the Building in accordance with the instructions set out in the Measurer's Appointment and issue a certificate confirming the Net Internal Area of the Demised Premises and the Building (the "Independent Measurer's Certificate") 18.1.3 In measuring the Net Internal Area the Independent Measurer shall be instructed to:- (a) assume that the Base Building Works have been completed in accordance with the Base Building Definition disregarding the effect upon Net Internal Area of all Tenant's Requested Modifications and for this purpose the Independent Measurer will be provided with copies of plans showing (i) areas coloured blue which would have been Net Internal Area save for the effect of Tenant Requested Modifications which areas he shall treat as part of the Net Internal Area and (ii) areas coloured orange which would not have been Net Internal Area save for the effect of Tenant Requested Modifications ("TRM Plans"), such plans to be agreed or determined pursuant to Clause 22.6; and (b) assume that the Tenant's Works have not been carried out 18.2 The Independent Measurer's Certificate shall be final and binding on the parties save in the case of manifest error 18.3 Responsibility for the fees of the Independent Measurer shall be shared equally between the Developer and the Tenant -39- 19. PRACTICAL COMPLETION 19.1 Issue of the Base Building Works Practical Completion Certificate 19.1.1 The Developer shall procure that the Tenant shall be given not less than five (5) Working Days' notice in writing of the intention of the Base Building Architect to carry out an inspection of the Base Building Works with a view to the issue of the Base Building Works Practical Completion Certificate. Such notice shall state the proposed date and time of such inspection and the Tenant and/or the Tenant's Representative will be permitted to accompany the Base Building Architect on such inspection. The Base Building Architect shall have regard to but shall not be bound by any representations made by the Tenant and/or the Tenant's Representative during such inspection or made forthwith in writing thereafter as to the state and condition of the Base Building Works and the Base Building Architect shall disregard any Tenant's Requested Modification and any consequential effect on the Base Building Works requested in accordance with Clause 8.1.2(b) 19.1.2 The Developer shall forthwith supply to the Tenant a copy of the Base Building Works Practical Completion Certificate when issued and this may be issued by the Developer subject to a list of Snagging Items 19.1.3 If the Tenant disputes the correctness of the Base Building Works Practical Completion Certificate or maintains that the Base Building Works were not practically complete at the date of the Base Building Works Practical Completion Certificate (subject as set out in Clause 19.1.2) the Tenant may serve a Counter-Notice (the "Counter-Notice") in writing upon the Developer within five (5) Working Days after the receipt by the Tenant of the Base Building Works Practical Completion Certificate specifying the respects in which in the opinion of the Tenant the Base Building Works have not been practically completed as aforesaid or in which it is contended that the Base Building Works Practical Completion Certificate is incorrect and giving such written reasons as can be given at that time for any contentions to the Developer and attaching copies of all notes, reports, memoranda or other matters in the possession of or available to the Tenant and which are relevant to its contentions. If the Tenant fails to serve such a Counter-Notice within the said five (5) Working Day period the Tenant shall be deemed to have accepted the relevant Certificate which shall be final and binding for the purposes of this Agreement 19.1.4 The Developer may accept a Counter-Notice from the Tenant but if the Developer (by notice in writing to the Tenant within five (5) Working Days after the Counter-Notice) disputes the correctness of the Tenant's Counter-Notice the dispute shall be referred for determination by an Independent Person acting as an expert in accordance with Clause 30.5 to determine whether the Base Building Works have been practically completed or whether the Base Building Works Practical Completion Certificate is correct or the Base Building Works were not practically complete at the date of the Base Building Works Practical Completion Certificate and, if not, what works still remain to be carried out in order to achieve Base Building Works Practical Completion or what steps are necessary to correct the Base Building Works Practical Completion Certificate 19.1.5 If the Independent Person (taking account of Clause 19.1.2) determines that there is work remaining to be carried out as set out in Clause 19.1.4 he shall specify such work and the Developer shall procure the same to be carried out as soon as reasonably practicable to the reasonable satisfaction of the Independent Person who shall thereupon certify the date upon which such work was completed to his -40- reasonable satisfaction and the date so certified shall be the date upon which Base Building Works Practical Completion shall be deemed to have taken place for the purposes of this Agreement and the Base Building Works Practical Completion Certificate validly issued 19.1.6 If the Independent Person determines that the Base Building Works Practical Completion Certificate is incorrect then he shall specify the errors which were made in issuing the Base Building Works Practical Completion Certificate and the Developer shall ensure that such errors are corrected as soon as reasonably practicable to the satisfaction of the Independent Person who shall thereupon certify the date upon which in his opinion the Base Building Works Practical Completion Certificate would have been validly issued and subject to Clause 19.3 such date shall be the date upon which Base Building Works Practical Completion is deemed to have taken place for the purposes of this Agreement and the Base Building Works Practical Completion Certificate treated as issued 19.2 Tenant's Works Practical Completion The Tenant will notify the Developer promptly of Practical Completion of the Tenant's Works and promptly provide a copy of the relevant certificate and an opportunity to inspect as soon as practicable following the issue of such certificate 19.3 Tenant's Delay The Developer shall give notice to the Tenant certifying the dates on which the Base Building Works Practical Completion Certificate would have been issued but for Tenant's Delay taking into account all periods of Tenant's Delay and all extensions of time already agreed or determined in respect of Tenant's Delay pursuant to Clause 5.4.3 and the other provisions of this Agreement each applied in accordance with the definition of Tenant's Delay ("Delay Notice"). In the event that the Tenant disputes the date referred to in such certificate within six (6) Working Days (failing which the Tenant shall be deemed to have accepted the relevant Delay Notice which shall be final and binding for the purposes of this Agreement) the matter shall be referred to an Independent Person acting as an expert in accordance with Clause 30.5. If the Independent Person determines that the Tenant's Delay Notice is incorrect then he shall certify the date upon which he considers the Base Building Works Practical Completion Certificate would have been issued but for Tenant's Delay taking account of all extensions of time already agreed or determined in respect of Tenant's Delay pursuant to Clause 5.4.3 and the other provisions of this Agreement 19.4 Damage caused by Tenant For the avoidance of doubt and notwithstanding that any Certificate may be issued subject to Snagging Items any damage caused to the Base Building Works by the Tenant or the Tenant's Contractors or anyone under their respective control shall be ignored and deemed to have been made good for the purposes of certifying Base Building Works Practical Completion -41- PART 6 DEFECTS 20. DEFECTS 20.1 Snagging Items The Developer shall, as soon as reasonably practicable after Base Building Works Practical Completion remedy or cause to be remedied the Snagging Items 20.2 Defects in the Base Building Works Without prejudice to Clause 20.1, the Developer shall as soon as reasonably practicable and at times to be agreed with the Tenant as provided in Clause 20.3 (whether or not upon receiving notice in writing of the same from the Tenant) procure to be remedied and made good to the reasonable satisfaction of the Tenant all Defects in the Base Building Works and the Tenant shall give notice to the Developer as soon as reasonably practicable upon becoming aware of any Defects in the Base Building Works without obligation on the Tenant to investigate and for the avoidance of doubt failure to so notify shall not relieve the Developer of any of its obligations in this clause 20.2 20.3 Access to the Demised Premises to remedy Snagging Items and/or Defects in the Base Building Works The Tenant shall, whether before or following the grant of the Lease (the Tenant acknowledging that certain works will inevitably take place after the Lease is granted but subject as set out in Clause 20.2), permit the Developer and/or the Developer's Contracting Team and all persons authorised by them at all reasonable times during normal working hours (or at any time in the event of emergency) and on giving reasonable prior written notice (consulting with the Tenant as to the timing of entry) to enter the Demised Premises in order to remedy any Snagging Items and/or any Defects in the Base Building Works and the persons so entering shall comply with clause 8.17 of the Lease and cause the minimum of disturbance reasonably practicable and shall make good to the reasonable satisfaction of the Tenant any physical damage caused thereby to the Demised Premises 20.4 Defects Costs in respect of Base Building Works The Developer shall (subject as set out in Clause 20.6) indemnify the Tenant in respect of any and all Defects Costs in respect of the Base Building Works and shall reimburse the same to the Tenant within ten (10) Working Days of demand 20.5 Defects Costs in respect of the Infrastructure Works The Developer shall indemnify the Tenant in respect of any and all Defects Costs in respect of the Infrastructure Works and shall reimburse the same to the Tenant within ten (10) Working Days of demand. 20.6 Tenant to notify Developer of Latent Defective Works 20.6.1 Save in the case of emergency, prior to the Tenant incurring any expenditure (provided that this shall not include any claim under the service charge provisions contained in the Lease) which may constitute Defects Costs in respect of the Base Building Works the Tenant shall first notify the Developer of the defect concerned and shall give the Developer a reasonable and proper period (taking into account -42- the nature and effect of the defect and assuming prompt action diligently pursued by the Developer) to inspect and investigate the same 20.6.2 If the Developer acknowledges that the defect is Latent Defective Works and brings forward reasonably acceptable proposals for remedying items and implements the same promptly the Tenant shall allow the Developer and all workmen contractors servants or other persons required by the Developer access to the Demised Premises at reasonable times (or at any time in the event of emergency) for the purpose of making good the Latent Defective Works, subject to clause 8.17 of the Lease and complying with all reasonable security and safety requirements of the Tenant and the Developer causing as little disruption and damage as is reasonably practicable to the Demised Premises and making good all physical damage whatsoever thereby caused 20.6.3 If the Developer fails to comply with its obligations in Clause 20.6.2 the Developer will within ten (10) Working Days of demand and provision of adequate evidence of expenditure reimburse the Tenant the Defects Costs in respect of the Base Building Works 20.6.4 Disputes and differences arising under this Clause 20.6 shall be determined by an Independent Person acting as an expert pursuant to Clause 30.5 20.7 Developer to have no other liability Subject to remedy or payment as set out in Clauses 20.2, 20.4, 20.5 and 20.6.3 the Developer shall have no other liability to the Tenant under this Agreement for costs, losses, damages and expenses resulting from Latent Defective Works PART 7 INSURANCE 21. INSURANCE 21.1 "Lease Insurance Date" For the purposes of this Clause 21 the "Lease Insurance Date" shall mean the later of the following:- 21.1.1 the date of completion of the Lease 21.1.2 the date of Tenant's Works Practical Completion and for the avoidance of doubt the parties agree that until such date notwithstanding the grant of the Lease the satisfaction of the Developer's obligations pursuant to Clause 21.2 shall be deemed to be performance of the lessor's obligations pursuant to Clause 7 of the Lease 21.2 Developer to insure Subject to Clause 21.6, as soon as reasonably practicable following the date of this Agreement until the Lease Insurance Date the Developer shall insure or cause to be insured -43- 21.2.1 (a) the Base Building Works, the Building, the Site and all fixtures, plant, machinery and apparatus intended for incorporation within the Base Building Works and the Site insofar as any of the same are from time to time built (wherever the same are stored within UK territorial limits); and (b) subject to compliance by the Tenant with Clause 21.7 the Tenant's Works (so far as the same are from time to time built and excluding Tenant's furniture and contents) against loss or damage by the risks (the "Insured Risks") covered by the CAR Policy in such sum as shall in relation to the Base Building Works in the Developer's opinion be the full reinstatement cost thereof including amounts representing Value Added Tax, architects' surveyors' and other professional fees and expenses incidental thereto the costs of shoring up demolition and site clearance and similar expenses subject to all exclusions excesses and limitations imposed by the insurers or underwriters 21.2.2 such other insurances (including property owner's liability) as the Developer may from time to time deem necessary to effect 21.3 Insured Works All works insured pursuant to Clause 21.2 are, in this Clause 21, referred to as the "Insured Works" 21.4 Restriction on Tenant insuring The Tenant shall not take out any insurances in respect of the Demised Premises or in respect of any other matters which the Developer is required to insure under Clause 21.2 21.5 No Variation and Noting 21.5.1 The Developer shall not vary the terms and conditions of the CAR Policy insofar as it relates to the Tenant's Works in any material respect without the consent of the Tenant (such consent not to be unreasonably withheld) 21.5.2 The Developer shall procure that the Tenant's interest is either noted or that the Tenant is shown as an insured party. If the Tenant's interest is noted the Developer shall use reasonable endeavours to procure that the insurer shall have agreed to waive all rights of subrogation against the Tenant 21.6 Reimbursement of premiums Within five (5) days after written demand the Tenant shall pay to the Developer the full amount of the sums the Developer expends in effecting insurance pursuant to Clause 21.2:- 21.6.1 for a period from the date hereof until the Lease Insurance Date insofar as they relate to the Tenant's Works and/or Tenant's Requested Modifications; and/or 21.6.2 for the period from Base Building Works Practical Completion or if earlier the date upon which the Base Building Works would have been practically complete but for any Tenant's Delay until the Lease Insurance Date -44- 21.7 Tenant to notify Developer of Reinstatement Value Prior to the Tenant commencing the Tenant's Works the Tenant shall notify the Developer of the estimated reinstatement value of such Tenant's Works including professional fees cost of debris removal and value added tax (such value to be revised as appropriate and the final value at practical completion thereof notified to the Developer as soon as practicable following the date of Tenant's Works Practical Completion) and the Developer shall be entitled to rely without further enquiry on such notified values in effecting the relevant insurance pursuant to this Clause 21 and shall not be liable to the Tenant for any alleged breach of its obligations under this Clause insofar as such alleged breach relates to the following the Tenant's requirements as to the notified value and nor shall the Developer be obliged to insure any such parts of the Tenant's Works unless it shall have been notified of the reinstatement value of such parts 21.8 Destruction/damage of Insured Works In the event that the Insured Works (or any part of them) are destroyed or damaged by any of the Insured Risks during the course of construction prior to the Lease Insurance Date then unless payment of the insurance monies shall be refused wholly or partly by reason of any act or default of the Tenant or the Tenant's Consultants or Tenant's Contractors or any sub-tenant or other occupier or their respective agents licensees or visitors or others under the control of any of them and subject to the Developer being able to obtain any necessary planning permission and all other necessary licences approvals and consents the Developer shall:- 21.8.1 rebuild and reinstate that part of the Insured Works so destroyed or damaged which comprises the Base Building Works substantially as the same were prior to any such destruction or damage (but not necessarily to provide accommodation identical in layout if it would not be reasonably practicable to do so given the circumstances at the relevant time and subject to the Tenant's approval (such approval not to be unreasonably withheld)) and if such destruction or damage occurs prior to completion of the Lease then the Rent Commencement Date shall be postponed for the length of any rebuilding period; and 21.8.2 (if any Tenant's Works shall have been destroyed or damaged) pay to the Tenant the insured value received for the Tenant's Works destroyed or damaged (such value in default of agreement to be settled by an Independent Person acting as arbitrator pursuant to Clause 30.4) to enable the Tenant to apply the same towards the reinstatement of the Tenant's Works and the Tenant shall reinstate the Tenant's Works to the Developer's reasonable satisfaction and in case such moneys shall be insufficient for that purpose the Developer shall incur no liability to the Tenant in respect of such deficiency where the Developer has complied with its obligation under Clause 21.2.1(b) and the Tenant shall then make up any such deficiency out of its own moneys 21.9 Payment of insurance moneys refused If the payment of any insurance moneys is refused or reduced as a result of some act or default of the Tenant or the Tenant's Consultants or the Tenant's Contractors or any undertenant or other occupier or their respective agents licensees or visitors or others under the control of any of them the Tenant shall pay to the Developer on written demand the amount so refused or reduced except to the extent that it relates to the Tenant's Works 21.10 Developer's and Tenant's obligations -45- The Developer and Tenant shall and shall procure that each of their Consultants or Contractors or any undertenant or other occupiers or their respective agents licensees or visitors or others under the control of any of them shall:- 21.10.1 not do or omit to do anything that could cause any policy of insurance (details of which have been supplied to the Tenant) in respect of or covering the Demised Premises to become void or voidable wholly or in part nor (unless the Tenant has previously notified the Developer and agreed to pay the increased premium) anything whereby any increased or loaded premium may become payable and the Tenant shall on written demand pay to the Developer such increased premium and tax thereon; and 21.10.2 at all times comply with the terms of the CAR Policy the Joint Code of Practice for the Protection from Fire of Construction Sites and all other requirements of the Developer's insurers so far as regarding the Tenant's compliance such requirements are known by the Tenant and relate to the Demised Premises or the conduct of persons using any part of the Buildings or the Development Site 21.11 Notice by Tenant Following entry to the Building by the Tenant the Tenant shall give notice to the Developer forthwith upon the happening of any event or thing of which it is aware which might affect or give rise to a claim under any insurance policy (details of which have been supplied to the Tenant) relating to the Demised Premises or any other part of the Building 21.12 Benefit of other insurances If the Tenant shall become entitled to the benefit of any insurance in relation to the Demised Premises or the Building which is not effected or maintained in pursuance of the obligations herein contained then the Tenant shall apply all monies received from such insurance (insofar as the same shall extend) in making good the loss or damage in respect of which the same shall have been received PART 8 GRANT OF THE LEASE 22. GRANT OF LEASE, CALCULATION OF RENTS AND OTHER TERMS 22.1 Grant of Lease 22.1.1 Within ten (10) Working Days following the later to occur of the following dates:- (a) the date of Practical Completion of the Base Building Works; and (b) the determination of the Net Internal Area ; and (c) unless the Developer (or the Developer's successor in title) otherwise elects by notice in writing to the Tenant in which case the Rent Review Specification shall be agreed or determined subsequently and shall be referred to in the Lease as being contained in a deed supplemental to the Lease which the parties hereby agree to enter into when the Rent Review Specification has been agreed or determined) agreement or determination of the Rent Review Specification to be attached to the Lease as provided in Clause 22.6 -46- the Developer (or if relevant the Developer's successor in title) shall cause to be delivered to the Tenant or the Tenant's Solicitors the Lease executed by the Lessor and Canary Wharf Management Limited (or its successors) and the Tenant (meaning The Northern Trust Company only) shall forthwith execute and deliver the counterpart of it to the Developer (or if relevant the Developer's successors in title) released for completion. Completion of the Lease shall take place within ten (10) Working Days of receipt (or when receipt should have occurred but for Developer's default in relation to this clause 22.1.1) by the Tenant's Solicitors or the Tenant of the executed Lease as aforesaid) at the offices of the Developer's solicitors or at such other place in the United Kingdom as the Developer (or if relevant the Developer's successor in title) shall reasonably require 22.1.2 If for whatever reason the Tenant's credit rating is such that the Tenant would not be an Acceptable Assignee (as defined in the Lease) the Tenant shall forthwith notify the Developer and if so requested by the Developer (or its successor in title) shall procure that a Group Company of the Tenant which has that rating (or a better one) immediately prior to the date of grant of the Lease or if there is not one another entity with such a rating (the "Additional Party") shall execute and join in the Lease as the Tenant or as a guarantor of the Tenant 22.1.3 In the circumstances described in Clause 22.1.2: (a) the Additional Party shall if so requested by the Developer (or its successor in title) as quickly as reasonably practicable enter into a deed of novation in such form as the Developer (or its successor in title) shall reasonably require of the Tenant's obligations under this Agreement and shall expressly confirm that its liability extends to events or matters arising from the date of this Agreement; and (b) if the Additional Party is not a limited company or public limited company incorporated in England and Wales the Tenant shall procure that a Letter of Opinion is provided in relation to the Additional Party 22.2 Length of Lease term, Initial Rents, Service Charges and Insurance Rent The following provisions shall apply (inter alia) to the computation and the commencement date for payment of the rents payable under and the calculation of the commencement and length of the term of the Lease:- 22.2.1 The Term Commencement Date as defined in the Lease shall be the Quarterly Day (as defined in the Lease) immediately preceding the Base Building Works Practical Completion Date and the term of the Lease shall be for a period of 20 years commencing upon the Term Commencement Date 22.2.2 The Initial Rent shall be the aggregate of:- (a) the product of multiplying the Net Internal Area of the Demised Premises (Lease 1 - Floors 9-11 and Lease 2 - Floors 5-8) expressed in square feet by forty two pounds ((Pounds)42.00) but not exceeding in any event 18,890 square feet per floor (b) the product of multiplying the Net Internal Area of the Demised Premises (Lease 1 -B1M and Lease 2 - B1) expressed in square feet by fourteen pounds ((Pounds)14.00) -47- (c) The car parking rent payable under clause 3(a)(i) of the Lease shall be the product (expressed in pounds sterling) of multiplying (Pounds)2,500 by the number of car parking spaces included in the Tenant's Parking Allocation and such figure shall be inserted in clause 3(a)(i) of the Lease each of the amounts in (a) to (c) (inclusive) being deemed to be exclusive of VAT (if any) thereon 22.2.3 The part of the Initial Rent referred to in Clauses 22.2.2(a) and 22.2.2(b) shall be due and shall commence forthwith on the date 15 months following the later of (a) the Base Building Works Practical Completion Date and (b) completion of the Infrastructure Works PROVIDED THAT until the Initial Rent has been ascertained such payment shall be based upon the Developer's estimate of the same (which estimate shall be final and binding on the Tenant) with any necessary adjustment in respect of an underpayment or overpayment being made as soon as practicable after the ascertainment of the exact figures involved pursuant to Clause 22.2.2 22.2.4 The part of the Initial Rent referred to in Clause 22.2.2(c) shall be due and shall commence forthwith on the date following the Base Building Works Practical Completion Date 22.2.5 The insurance rent and service charges as reserved in Clauses 3(b) and 3(c) respectively of the Lease shall be due and shall commence on the Base Building Works Practical Completion Date 22.2.6 the service charge percentages to be inserted in Clause 9.4 of the Lease shall be calculated using the formula set out in Clause 9.1(e) of 9.1(j) (as the case may be) of the Lease with the numerator X being the Net Internal Area referred to in the Independent Measurer's Certificate 22.2.7 In computing all periods and dates for the purposes of this Clause 22.2 the period or date shall be deemed to be that which would have occurred but for any Tenant's Delay subject to the decision of the Independent Person 22.2.8 Value Added Tax chargeable by the Developer in respect of supplies made pursuant to the Lease shall be reserved and become payable as rent under the Lease as described in Clause 3 of the Lease 22.2.9 The Tenant's Parking Allocation shall be the number of car spaces (rounded up or down to the nearest whole number) calculated as follows:- A - x Total number of car parking spaces in the car park within the B Building Where :- "A" = the Net Internal Area of Floors 5-11 (inclusive) as set out in the Independent Measurer's Certificate "B" = the Net Internal Area of the Building as set out in the Independent Measurers Certificate -48- Provided that such figure shall be included in paragraph 6 of the First Schedule of the Lease 22.2.10 The plan referred to in the definition of Mechanical Space Area in the Lease shall show an area calculated as follows:- A - x Total mechanical space area available on Floor 12 of the B Building Where :- "A" = the Net Internal Area of Floors 5-11 (inclusive) as set out in the Independent Measurer's Certificate "B" = the Net Internal Area of the Building as set out in the Independent Measurer's Certificate 22.2.11 The area on the roof of the Building available for use by the Tenant for Telecommunications Equipment (as defined in the First Schedule of the Lease) shall be an area calculated as follows:- A - x Total area available for telecommunications equipment on the B roof of the Building Where :- "A" = the Net Internal Area of Floors 5-11 (inclusive) as set out in the Independent Measurer's Certificate "B" = the Net Internal Area of the Building as set out in the Independent Measurer's Certificate 22.3 Sums paid as Licence Fees Where in consequence of the calculations made under Clause 22.2 sums and amounts become due and payable by the Tenant to the Developer or to the Management Company (as defined in the Lease) in respect of any period or periods prior to the commencement of the term of the Lease or the completion of the Lease such sums and amounts shall instead be due and shall commence to be paid by the Tenant as licence fees under the terms of this Agreement until the Lease has been completed 22.4 Rent Review Dates The Initial Rent will be reviewed upwards only every five years, the first review to take place on the fifth anniversary of the Term Commencement Date -49- 22.5 Opinion Letter The Tenant shall procure the provision to the Developer (or the Developer's successor in title) on completion of the Lease and the Licence of a Letter of Opinion in relation to the Lease and the Licence 22.6 Rent Review Specification 22.6.1 The Developer shall as soon as reasonably practicable following Base Building Works Practical Completion submit to the Tenant a draft of the Rent Review Specification for its approval, such approval not to be unreasonably withheld or delayed 22.6.2 In the event the Developer and the Tenant (using best endeavours) are unable to agree the Rent Review Specification within six (6) months the matter may be referred by either of them at any time to the Independent Person acting as an expert pursuant to Clause 30.5 22.7 Payment of Tenant's Inducement The Developer shall pay to the Tenant the Tenant's Inducement as an inducement to enter into the Lease such sum to be paid by means of one instalment upon the date of completion of the Lease and subject, if a taxable supply is made, to the receipt by the Developer of a valid Value Added Tax invoice therefor 22.8 Grant of Sub-Underlease 22.8.1 Within the ten (10) Working Day period referred to in clause 22.1.1 above the Developer (or if relevant the Developer's successors in title) shall cause to be delivered to the Tenant or the Tenant's Solicitors the Sub-underlease executed by the Developer (or such other Group Company of the Developer as the Developer shall nominate) (as tenant) and the Tenant shall forthwith execute and deliver the original of it to the Developer (or if relevant the Developer's successors in title). Completion of the Sub-underlease shall take place simultaneously with completion of the Lease 22.8.2 The Term Commencement Date (as defined in the Sub-underlease) shall be the same date as calculated in accordance with Clause 22.2.1 and the term of the Sub-underlease shall be for a period of 5 years 6 months commencing upon the Term Commencement Date 22.8.3 The Initial Rent (as defined in the Sub-underlease) shall be the product of multiplying the Net Internal Area of the Sub-underlease Premises expressed in square feet by forty two pounds ((Pounds)42.00) 22.8.4 The Initial Rent reserved by the Sub-underlease shall be due and shall commence to be payable on the Rent Commencement Date (as calculated in accordance with clause 22.2.3) 22.8.5 The car parking rent payable under clause 3(a)(i) of the Sub- underlease shall be the product (expressed in pounds sterling) of multiplying (Pounds)2,500 by the number of car parking spaces included in the Sub-underlease Parking Allocation and such figure shall be inserted in clause 3(a)(i) of the Sub-underlease -50- 22.8.6 The car parking rent insurance rent and service charges as reserved in clauses 3(a)(i) 3(b) and 3(c) respectively of the Sub- underlease shall be due and shall commence on the date following the Base Building Works Practical Completion Date 22.8.7 (a) The Developer and the Tenant shall as soon as possible make an application to the Mayor's and City of London Court pursuant to Section 38 of the Landlord and Tenant Act 1954 (as amended by section 5 of the Law of Property Act 1969) for an order (the "Court Order") effectually authorising an agreement excluding in relation to the Sub-underlease the provisions of Sections 24 to 28 of the said Act such agreement to be in the form of clause 11 of the Sub- underlease (b) The Developer and the Tenant warrants and undertakes to the other that they will not withdraw the application to obtain the Court Order and that they will use their best endeavours (including lodging an amended application) to obtain the Court Order 22.8.8 The Retained Parking Allocation shall be the number of car spaces (rounded up or down to the nearest whole number) calculated as follows:- A - x Total number of car parking spaces in the car park within B the Building Where :- "A" = the Net Internal Area of Floors 6-11 (inclusive) as set out in the Independent Measurer's Certificate "B" = the Net Internal Area of the Building as set out in the Independent Measurer's Certificate 22.8.9 Prior to carrying out or permitting to be carried out any MSDF Works to the Sub-underlease Premises the Developer shall consult with the Tenant with regard to the details of the proposed fit- out (without obligation on the Developer to implement any of the Tenant's preferences) 22.8.10 The plan referred to in clause 1.22 of the Sub-underlease shall shown an area calculated as follows:- A - x the Mechanical Space Area (as calculated pursuant to clause B 22.2.10) Where :- "A" = the Net Internal Area of Floor 5 as set out in the Independent Measurer's Certificate "B" = the Net Internal Area of Floors 5-11 (inclusive) as set out in the Independent Measurer's Certificate -51- 22.8.11 The area on the roof of the Building available for use by the tenant under the Sub-underlease for Telecommunications Equipment (as defined in the First Schedule of the Sub-underlease) shall be an area calculated as follows:- A - x The area calculated pursuant to clause 22.2.1 B Where :- "A" = the Net Internal Area of Floor 5 as set out in the Independent Measurer's Certificate "B" = the Net Internal Area of Floors 5-11 (inclusive) as set out in the Independent Measurer's Certificate 22.8.12 Nothing shall preclude the Developer from entering into an agreement for letting in respect of the whole or any part of the Sub-underlease Premises in accordance with clause 8.18 of the Sub-underlease as if the Sub-underlease had been completed 22.9 Capital Allowances The Developer shall be entitled to claim the capital allowances in respect of the first (Pounds)25.00 per square foot attributable to the Tenant's Category A Works 23. TITLE 23.1 Tenant to raise no requisitions The Developer's title to grant the Lease having been deduced to the Tenant prior to the date of this Agreement the Tenant shall raise no objection or requisition in respect of it 23.2 HM Land Registry The Developer shall place its Land Certificate in respect of Title Number EGL387043 on deposit at H.M. Land Registry and shall notify the Tenant or its Solicitors of the deposit number allocated for the purposes of enabling the Tenant to register a notice of the Tenant's interest arising out of this Agreement relating to the Demised Premises 23.3 Title Entry Removal The Developer shall procure that Clifford Chance LLP or itself shall apply as soon as reasonably practicable to HM Land Registry with a request that any irrelevant entries on the registers of title numbers EGL387040 and EGL387043 shall be removed and shall use reasonable endeavours to procure such removal 23.4 Waiver Letter On the completion of the Lease, the Developer shall procure from Canary Wharf Investments Limited (or its successors or assigns) a waiver confirming that the Tenant (and its successors in title and assigns and those deriving title under the Tenant and such successors and assigns) shall not be obliged to comply with the obligations on the tenant under the Superior Lease as -52- defined in the Lease and any other lease with any other superior landlord (where such are part of the same group of companies as the Developer) 23.5 Public Open Space From the date hereof until completion of the Lease the Developer shall comply with the provisions contained in clause 6.8 of the Lease 24. CONDITIONS AFFECTING THE GRANT OF THE LEASE 24.1 Subjections The Lease will be granted subject to:- 24.1.1 all charges notices orders directions regulations restrictions and other matters whatsoever arising under the Town and Country Planning Act 1990 the Planning (Listed Buildings and Conservation Areas) Act 1990 the Planning (Hazardous Substances) Act 1990 the Planning (Consequential Provisions) Act 1990 the Planning and Compensation Act 1991 and any subsequent legislation of a similar nature and the Tenant shall be deemed to accept the Lease with full knowledge thereof and of the authorised use of the Building for the purpose of such Acts and shall not raise any requisition enquiry or objection with regard thereto 24.1.2 the matters contained or referred to in the deeds or documents referred to in the Fifth Schedule to the Lease 24.2 Variation to Lease The parties to this Agreement acknowledge that the provisions in the Lease and the Sub-underlease may need to be adjusted to reflect the circumstances which affect the Demised Premises as and when fully constructed Provided that no adjustment shall materially prejudice the Tenant. In the event that the Developer reasonably requests the Tenant to agree to any such variation then the parties to this Agreement shall use all reasonable endeavours to agree in good faith the terms and document such proposed variation and any related provisions and in the event of a dispute as to the content of any such variations or provisions such dispute may be referred for settlement by either party to the Independent Person and the parties shall execute any deed or do any other thing necessary to give any variation agreed or settled as aforesaid 24.3 No representations The Tenant hereby admits that save for this Agreement and its Annexures no representation whether oral or written (save in any written reply to preliminary enquiries given by the Developer's Solicitors) has been made to the Tenant prior to the execution of this Agreement by or on behalf of the Developer concerning the Development Site or the Building or the Base Building Works or any part of them which has influenced, induced or persuaded the Tenant to enter into or which forms part of this Agreement or of any agreement collateral with this Agreement -53- 24.4 Continuation of Agreement Notwithstanding the grant of the Lease or the completion of the Base Building Works, this Agreement shall continue in full force and effect so long as any of its provisions remain to be performed or observed by the Developer or the Tenant PART 9 ENANT'S COVENANT, EVENTS OF DEFAULT 25. DELAY Subject to all the provisions and limitations in this Agreement the Tenant shall indemnify the Developer against all actions, proceedings, claims, demands, losses, costs, expenses, damages and liability arising out of any Tenant's Delay 26. EVENT OF DEFAULT 26.1 Events of Default An Event of Default shall occur in any of the following circumstances:- 26.1.1 if the Tenant (being a body corporate) passes a winding-up resolution (other than a resolution with the Developer's prior written consent which shall not be unreasonably withheld or delayed for the purposes of an amalgamation or reconstruction resulting in a solvent corporation) or resolves to present its own winding-up petition or is wound-up or the directors of the Tenant resolve to present a petition for an administration order in respect of the Tenant or an Administrative Receiver or a Receiver or a Receiver and Manager is appointed in respect of the property or any part thereof of the Tenant; or 26.1.2 if the Tenant (being a body corporate) calls or a nominee calls on its behalf a meeting of its creditors or any of them or makes an application to the Court under Section 425 of the Companies Act 1985 other than an application for the purposes of an amalgamation or reconstruction resulting in a solvent corporation or submits to its creditors or any of them a proposal pursuant to Part I of the Insolvency Act 1986 or enters into any arrangement, scheme, compromise, moratorium or composition with its creditors or any of them (whether pursuant to Part I of the Insolvency Act 1986 or otherwise); or 26.1.3 if any event analogous to those described in Clauses 26.1.1 and 21.6.2 occurs in relation to the Tenant in the jurisdiction of its incorporation; or 26.1.4 the Tenant ceases for any reason to maintain its corporate existence; or 26.1.5 the Tenant shall irremediably and materially breach this Agreement or (if the breach is capable of remedy) shall fail to commence to remedy and thereafter diligently proceed with remedying such material breach within twenty-eight (28) days of being required in writing by the Developer so to do; or 26.1.6 a breach of Clause 22.1.2 or Clause 22.1.3; or 26.1.7 the Tenant shall cease for any other reason to be or to remain liable under this Agreement 26.2 Determination of Agreement -54- If an Event of Default occurs then the Developer may at any time thereafter (whilst the Event of Default subsists to any extent) by notice in writing to the Tenant forthwith determine this Agreement (but without prejudice to any right of action by the Developer in respect of any antecedent breach of any of the obligations on the part of the Tenant herein contained) 26.3 Repayment upon Determination If this Agreement is determined pursuant to this Clause 26 there shall immediately become payable to the Developer a sum equivalent to the aggregate of all Modification Costs which have already fallen to be taken into account pursuant to this Agreement [and all parts of the Tenant's Inducement which have already been paid to the Tenant] together with Interest thereon from the date upon which the same were incurred or paid (as appropriate) until the date of payment under this Clause 27. NOT USED 28. NOT USED PART 10 TAX 29. VALUE ADDED TAX 29.1 Payment of VAT Where, pursuant to the terms of this Agreement, the Developer (for the purposes of this Clause 29.1, being the "Supplier") makes or is deemed to make a supply to the Tenant (for the purposes of this Clause 29.1, being the "Recipient") for Value Added Tax purposes and Value Added Tax is or becomes chargeable on such supply, the Recipient shall on demand pay to the Supplier (in addition to any other consideration for such supply) a sum equal to the amount of such Value Added Tax and the Supplier shall provide the Recipient with a Value Added Tax invoice in respect of such supply 29.2 Reimbursement of VAT Where, pursuant to the terms of this Agreement, the Developer (for the purposes of this Clause 29.2, being the "Payer") is required to pay, repay or reimburse the Tenant (for the purposes of this Clause 29.2, being the "Payee") for any cost, fee, charge, disbursement or expense (or any proportion of it), the Payer shall also reimburse the Payee for any part of such cost, fee, charge, disbursement or expense (or proportion of it) which represents Value Added Tax, save to the extent that the Payee is entitled to credit or repayment in respect of such Value Added Tax from HM Customs & Excise 29.3 No election by Developer The Developer hereby warrants that it has not made and will not make prior to completion of the Lease an election to waive exemption from VAT pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 which has effect in relation to the Site or either of the Buildings. For the purposes of this Clause 29.3, references to the Developer making an election to waive exemption from VAT shall be deemed to include references to a "relevant associate" of the Developer (as that term is defined for the purposes of Schedule 10 to the Value Added Tax Act 1994) -55- PART 11 DISPUTES, NOTICES AND SENIOR MANAGERS 30. DISPUTES 30.1 Reference to Independent Person If any dispute or difference shall arise between the parties to this Agreement as to the construction or meaning of this Agreement or their respective rights, duties and obligations under this Agreement or as to any matter arising out of or in connection with the subject matter of this Agreement such dispute or difference shall (unless this Agreement otherwise expressly provides) if any party to this Agreement so requires at any time by notice served on the others (the "Determination Notice") be referred to and determined by an independent person (the "Independent Person") who shall have been qualified in respect of the general subject matter of the dispute or difference for not less than ten (10) years and who shall be a specialist in relation to such subject matter 30.2 Appointment of Independent Person The Independent Person shall be appointed by agreement between the parties to this Agreement or (if within ten (10) Working Days after service of the Determination Notice the parties have been unable to agree) on the application of any of the parties by such one of the following persons as the parties shall agree to be appropriate having regard to the nature of the dispute or difference in question:- 30.2.1 the Chairman for the time being of the Bar Council 30.2.2 the President for the time being of the Royal Institute of British Architects 30.2.3 the President for the time being of the Royal Institution of Chartered Surveyors 30.2.4 the President for the time being of the Chartered Institute of Arbitrators 30.2.5 the President for the time being of the Institute of Chartered Accountants in England and Wales 30.2.6 the President for the time being of the Law Society or (in each such case) the duly appointed deputy of such President or any other person authorised by him to make appointments on his behalf 30.3 Failure to agree Independent Person If within fifteen (15) Working Days after service of the Determination Notice the parties have been unable to agree which of the persons referred to in Clause 30.2 is appropriate to appoint the Independent Person then the Independent Person shall be appointed on the application of any of the parties by the President for the time being of the Law Society or his duly appointed deputy or any other person authorised by him to make appointments on his behalf 30.4 Independent Person to act as arbitrator Except as mentioned in Clause 30.5 any person appointed under this Clause shall act as an arbitrator in accordance with the provisions of the Arbitration Act 1996 and shall have the power to order a provisional award but the parties agree that any arbitrator appointed under this clause shall not have the powers set out in Section 48(5) of the Arbitration Act 1996 and -56- shall not be entitled to order the rectification setting aside or cancellation of this Agreement or any part of it 30.5 Independent Person to act as an expert Whenever the parties have agreed in writing prior to his appointment that the Independent Person to be appointed under this Clause 30 shall act as an expert or this Agreement expressly so provides then the following provisions shall have effect: - 30.5.1 the Independent Person shall act as an expert and not as an arbitrator and his decision shall be final and binding upon the parties to the dispute 30.5.2 the Independent Person shall consider (inter alia) any written representations made on behalf of any party (if made reasonably promptly) but shall not be bound thereby 30.5.3 the Independent Person shall be independent and shall act impartially and fairly between the parties 30.5.4 the parties to this Agreement shall use all reasonable endeavours to procure that the Independent Person shall give his decision as speedily as reasonably possible 30.5.5 the parties hereby consent to any hearing in connection with any such independent determination not being held in public and the decision of the Independent Person not being pronounced in public 30.5.6 the costs of appointing the Independent Person and his costs and disbursements in connection with his duties under this Agreement shall be shared between the parties to the dispute in such proportion as the Independent Person shall determine or in the absence of such determination then equally between the parties and 30.5.7 if the Independent Person shall be or become unable or unwilling to act then the procedure contained in this Clause 30.5 for the appointment of an expert may be repeated as often as necessary until a decision is obtained 30.6 Independent Person to determine delay Where the dispute or difference between the parties which was the subject of the Determination Notice shall have resulted in delay to the carrying out of the Base Building Works the Independent Person shall be entitled (inter alia) to award such extension of time for the fulfilment of the obligation in question in respect of such delay as shall in all circumstances be fair and reasonable 31. NOTICES 31.1 Service of Notices Save as provided in Clause 31.2, any notice, approval, election or other communication given or made in accordance with this Agreement shall be in writing and shall be:- 31.1.1 sent by registered (or its then equivalent) or recorded delivery post to the relevant party at such party's Address and if so sent shall be deemed to have been delivered, given or made on the date occurring 72 hours after the date it was sent; or -57- 31.1.2 shall be personally delivered to the relevant party at such party's Address as defined in Clause 31.1 and if so delivered shall be deemed to have been delivered given or made on the date of delivery; or 31.1.3 Notices to the Developer shall be marked for the attention of Michael Ashley-Brown Esq at Canary Wharf Group plc One Canada Square Canary Wharf London E14 5AB with a further copy sent to The Company Secretary at Canary Wharf Group plc One Canada Square Canary Wharf London E14 5AB 31.1.4 Requests and notices to the Tenant shall be marked for the attention of David Blowers of The Northern Trust Company of 155 Bishopsgate London EC2M 3XS with further copies sent to Doug Maclennan of The Northern Trust Company aforesaid Nick Goodwin of Harrington Consulting c/o The Northern Trust Company aforesaid and the Tenant's Solicitors until such time as any change in addressee for this purpose shall be notified to the Developer 31.2 Senior Managers' Notices The parties to this Agreement agree that any notice, approval, election or other communication given or made in accordance with this Agreement and relating to:- 31.2.1 amendments to the warranties provided by any Key Consultant, Substitute Consultant, Material Trade Contractor, Tenant's Consultant or Tenant's Contractor 31.2.2 alterations or additions to the Critical Dates Schedule 31.2.3 Tenant's Delay 31.2.4 Force Majeure events 31.2.5 approval of the Tenant's Works 31.2.6 alterations additions or variations to the Base Building Works 31.2.7 Tenant's Requested Modifications 31.2.8 Site visits and Site meetings 31.2.9 early access to Tenant's Works Areas 31.2.10 disclosures of the type set out in Clause 33.4.1(h) need only be served upon any of the receiving party's Senior Managers or the addressee referred to in Clause 31.1 pursuant to the provisions of Clause 31.1 32. SENIOR MANAGERS 32.1 Designation of Senior Managers The Developer and the Tenant each shall by notice in writing given to the other party from time to time designate not more than three (3) senior managers (each being herein referred to as a "Senior Manager" which expression shall include any persons appointed in place of the initial persons so designated) each of whom shall have authority to represent the relevant party for the purposes of any negotiations or discussions between the Developer and the Tenant, to approve all matters requiring the approval of the relevant party pursuant to this Agreement and -58- to have involvement at the necessary times in the performance of the obligations contained in this Agreement and all matters associated or ancillary thereto at all relevant times for so long as any provision of this Agreement remains to be performed 32.2 Identity of Senior Managers It is hereby acknowledged that the Developer has designated John Pagano and Tony Jordan and that the Tenant has designated Nick Goodwin of Harrington Consulting aforesaid and David Brown of Allen Stewart Partnership aforesaid as their respective Senior Managers and that no further designation of a Senior Manager is required to be made by either the Developer or the Tenant and the Developer and the Tenant respectively covenant for the benefit of the other to use reasonable endeavours to ensure that one or more of the individuals named in this Clause 32.2 as a Senior Manager for the relevant party shall remain designated as a Senior Manager until the date which is twelve months after the date of Tenant's Works Practical Completion 32.3 Reliance upon Senior Managers The Developer and the Tenant each acknowledges and represents to the other that the other may rely upon the directions of any one or more of its Senior Managers and that each such person has authority to act on behalf of the Developer or the Tenant (as the case may be) and to bind the Developer or the Tenant (as the case may be) in connection with this Agreement. Without prejudice to the generality of the foregoing written approvals TRM Authorisation Requests (and duplicates) and notices signed by a Senior Manager of the Developer or the Tenant (as appropriate) shall bind the relevant party for the purposes of this Agreement. Directions and other communications given to or received from any one or more of the Senior Managers shall be deemed given to and received from all of the Senior Managers 32.4 Change of Senior Managers The Developer and the Tenant may by written notice to the other at any time hereafter change its designation of any of the Senior Managers appointed by it with effect from the date of such notice PART 12 GENERAL PROVISIONS 33. GENERAL PROVISIONS 33.1 Invalidity of Certain Provisions If any term of this Agreement or the application of it to any person or circumstances shall to any extent be invalid or unenforceable the same shall be severable from the remainder of this Agreement and the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by the law 33.2 Proper Law and Jurisdiction This Agreement shall be governed by and construed in accordance in all respects with English law and (without prejudice to Clause 30) the parties to this Agreement hereby submit to the non-exclusive jurisdiction of the High Court of Justice of England in relation to any claim dispute or difference which may arise under this Agreement and in relation to the enforcement of any judgement rendered pursuant to any such claim dispute or difference and for the -59- purpose of Part 6.15 of Civil Procedure Rules 1998 the Tenant and the Developer hereby irrevocably agree that any process may be served on any of them by leaving a copy of it at the relevant party's Address 33.3 Social Contract Provisions The Tenant acknowledges that the Developer has drawn the attention of the Tenant to the desirability of:- 33.3.1 recruiting employees who reside in the Docklands area, advertising of job vacancies in the local press and the notification of vacancies to The Docklands Recruitment Centre who are located at 316 Poplar High Street London E14 0BB (Telephone: 020 7364 1118) and the Local Business Liaison Office who are located at 5/th/ Floor One Canada Square Canary Wharf London E14 5AB (Telephone: 020 7537 5123/5124); 33.3.2 patronising tradesmen, suppliers, retailers and other businesses who carry out business in the Docklands area; and 33.3.3 the fostering of training facilities for residents of the Docklands area to secure as many people as may be practical to be suitably qualified for the range of job opportunities being created at the Development Site 33.4 Confidentiality Provisions 33.4.1 None of the parties to this agreement shall without the prior written consent of all the other parties to this agreement disclose or publish to any third party ("Disclosure") or make public announcement of wilfully or negligently permit or cause Disclosure of any financial or other details whatsoever naming the parties hereto or otherwise relating to the transaction hereby effected except:- (a) any particular extracts or details which must be the subject of Disclosure to comply with any Stock Exchange or any statutory requirements or the lawful requirements of any regulatory, governmental or official body (b) to group companies or professional advisers of each of the parties who need to know such details and who have first agreed to be bound by the provisions of this Clause 33.4 (c) to the extent necessary to comply with any legal obligation or legal requirement (d) to the extent necessary to comply with or give effect to the terms of this agreement (e) to the Inland Revenue or any other governmental, public or official body for taxation, rating or registration purposes (f) to the extent they are already in the public domain, otherwise than as a result of a breach of this Clause 33.4 (g) that the Developer shall be entitled to issue a press release announcing this agreement in a form which has been approved by the Tenant (such approval not to be unreasonably withheld) -60- (h) in the case of the Trade Contractors and Key Consultants and Consultants to whom the Developer may disclose an edited version of this agreement which has been previously approved by the Tenant (such approval not to be unreasonably withheld where such edited version does not include any financial details) provided that if the Tenant does not approve or reasonably refuse to permit such Disclosure within five (5) Working Days of request by the Developer the Tenant shall be deemed to have approved such Disclosure 33.4.2 This Clause 33.4 shall remain in effect until the expiry of a period of three (3) years from Base Building Works Practical Completion 33.4.3 This Clause 33.4 shall not apply to Disclosure by or on behalf of any party to this Agreement to any third parties and/or their professional advisers in pursuance of rent review arbitrations or determinations or negotiations or legal proceedings adjudications or other bona fide negotiations or dealings with and/or relating to the Development Site and/or the Building or any part thereof (including for the avoidance of doubt disclosures by the Developer to any financier or the mortgagee or prospective financier or mortgagee of the Development Site and/or Building or any part of them) or the disposal of or acquisition of an interest in the whole or any part of the relevant party or any Group Company of the relevant party or any financing by the relevant party or any Group Company of the relevant party or any Disclosure to any insurers or prospective insurers of the Development Site and/or Building or any part of them or works in connection with or items on the same 33.5 Limitation of the Developer's Liability 33.5.1 The Developer's obligations and duties in respect of the design, supervision, carrying out and completion of the Base Building Works and the fitness of the Base Building Works for the purposes of the Tenant shall be expressly limited to the express contractual obligations contained in this Agreement and any other right of action by either the Tenant, its successors in title or persons deriving title under it against the Developer whether in tort or otherwise is hereby excluded 33.5.2 The Tenant hereby waives all of its rights (if any) in respect of any claims for loss of profits loss of business or indirect losses or consequential damages of any kind arising from any breach by the Developer of its obligations contained in this Agreement 33.5.3 The obligations and liabilities of the Developer under this Agreement (other than to grant the Lease) are personal and shall not bind successors in title and any covenants on the part of the Developer which would otherwise be implied by law are hereby expressly excluded 33.6 Assignment of this Agreement 33.6.1 Prior to the completion of the Lease the benefit of this Agreement shall be personal to the Tenant and shall be non-assignable by it 33.6.2 Subject to the provisions of Clause 33.6.1 following completion of the Lease the Tenant and any tenant under the Lease shall be entitled to assign the benefit of the provisions of this Agreement to any assignee of either Lease and the Developer and the Developer's Surety shall if so required by any such tenant enter into a deed (at the request and cost of such tenant) under which the Developer and the -61- Developer's Surety acknowledges to such assignee its obligations under this Agreement such deed to be in the form set out in Schedule 2 33.6.3 Nothing contained in this Agreement shall prevent:- (a) The Developer from dealing with its interest in and with the benefit of the Agreement in order to seek and obtain financing for the purposes of enabling it to perform its obligations pursuant to this Agreement and/or for the purposes of entering into finance leasing or securitisation arrangements relating to this Agreement or the Site or any part of the Development Site; or (b) any mortgagee, chargee or assignee by way of security of the benefit of this Agreement from assigning the benefit of this Agreement following enforcement of its security or from requiring the Tenant in accordance with the provisions of this Agreement to accept the Lease 33.6.4 The Tenant confirms and agrees that following enforcement of security by any mortgagee, chargee or assignee by way of security of the Developer's interest in this Agreement the Tenant shall owe identical obligations to such mortgagee, chargee or assignee 33.7 Interest on Late Payments If and so often as any of the sums payable hereunder by the Tenant to the Developer or by the Developer to the Tenant shall be unpaid after becoming due and payable the party from whom such payment shall be due shall pay on demand interest on such unpaid sums from the due date until payment in cleared funds at the Interest Rate 33.8 Further Assurance Each of the parties to this Agreement hereby agrees to do or cause to be done all acts and things and enter into any deed or document, either severally or jointly with third parties, which the Tenant or the Developer may reasonably consider necessary or desirable to give effect to this Agreement 33.9 Terms of Contract and Incorporation of other Agreements 33.9.1 The parties acknowledge that:- (a) this Agreement; (b) the Annexures; (c) any plan, inventory or agreed form of document annexed to this Agreement or signed or initialled for identification with, and on the entering into of, this Agreement (whether individually or as part of a bundle or volume so signed or initialled); and (d) any additional provision or variation of any term of this Agreement agreed in writing between the parties (or, with their authority, their respective solicitors) on the entering into of this Agreement (any such additional provision or variation being incorporated into this Agreement by this provision) -62- contain all of the terms of the contract between them for the construction of the Demised Premises forming part of the Building to be constructed on the Site and the leasing of them to the Tenant 33.9.2 To the extent necessary to ensure the legal validity of this Agreement there are incorporated in this Agreement the Option Agreement dated today's date made between the Developer (1) the Tenant (2) the Developer's Guarantor (3) relating to Floor 3 and Floor 4 of the Building 33.10 Modifications of Agreement No modification, alteration or waiver of any of the provisions of this Agreement, except as otherwise provided in it, shall be effective unless the same is in writing and signed by the party against which the enforcement of such modification, alteration or waiver is sought 33.11 No Waiver The failure of any party at any time to require performance by any other party of any provision of this Agreement shall in no way affect the right of such party to require performance of that provision 33.12 Merger of Prior Agreements This Agreement, the documents incorporated in this Agreement and the Annexures contain the entire agreement between the parties relating to the transactions contemplated by it or them and all other prior or contemporaneous agreements, understandings, representations and statements, whether oral or written relating to the transactions so contemplated, are merged in this Agreement 33.13 Costs It is hereby agreed that each party to this Agreement shall bear its own costs in connection with the drafting, negotiation and completion of this Agreement and the transactions contemplated by it 33.14 Third Party Rights A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act 34. DEVELOPER'S SURETY GUARANTEE 34.1 Indemnity by Developer's Surety The Developer's Surety hereby covenants with the Tenant as a primary obligation that the Developer or the Developer's Surety shall at all times duly perform and observe all the covenants on the part of the Developer contained in this Agreement and the Developer's Surety shall indemnify and keep indemnified the Tenant against all claims demands losses damages liability costs fees and expenses whatsoever sustained by the Tenant by reason of or arising out of any default by the Developer in the performance and observance of any of its obligations provided that the Tenant shall take such steps as shall be reasonable to mitigate such loss having regard to the nature of the breach -63- 34.2 Developer's Surety jointly and severally liable with Developer The Developer's Surety hereby further covenants with the Tenant that the Developer's Surety is jointly and severally liable with the Developer (whether before or after any disclaimer by a liquidator or trustee in bankruptcy) for the fulfilment of all the obligations of the Developer under this Agreement and agrees that the Tenant in the enforcement of its rights hereunder may proceed against the Developer's Surety as if the Developer's Surety were named as the Developer in this Agreement 34.3 Waiver by Developer's Surety The Developer's Surety hereby waives any right to require the Tenant to proceed against the Developer or to pursue any other remedy whatsoever which may be available to the Tenant before proceeding against the Developer's Surety and the terms of this Clause 34.3 shall be a continuing guarantee and shall remain in full force and effect until each and every part of the obligations and covenants on the part of the Developer shall have been discharged and performed in full 34.4 No release of Developer's Surety None of the following or any combination thereof shall release discharge or in any way lessen or affect the liability of the Developer's Surety under this Agreement:- 34.4.1 any neglect delay or forbearance of the Tenant in endeavouring to obtain payment of amounts required to be paid by the Developer or in enforcing the performance or observance of any of the obligations of the Developer under this Agreement 34.4.2 any extension of time given by the Tenant to the Developer 34.4.3 any variation of the terms of this Agreement with or without the consent of the Developer's Surety or the transfer of the Tenant's reversion or the assignment of this Agreement 34.4.4 any change in the identity constitution structure or powers of any of the Developer the Developer's Surety the Tenant or the liquidation administration or bankruptcy (as the case may be) of either the Developer or the Developer's Surety 34.4.5 any legal limitation or immunity disability or incapacity of the Developer (whether or not known to the Tenant or the fact that any dealings with the Tenant by the Developer may be outside or in excess of the powers of the Developer 34.4.6 any other act omission matter or thing whatsoever whereby but for this provision the Developer's Surety would be exonerated either wholly or in part (other than a release under seal given by the Tenant) I N W I T N E S S whereof the parties have executed this Agreement as a deed and intend the same to be delivered on the day and year first before written -64- SCHEDULE 1 Jewish Holy Days Year 2000 First Day Passover Thursday, April 20 Second Day Passover Friday, April 21 Seventh Day Passover Wednesday, April 26 Eighth Day Passover Thursday, April 27 First Day Shavuoth Friday, June 9 Second Day Shavuoth Saturday, June 10 First Day Rosh Hashanah Saturday, September 30 Second Day Rosh Hashanah Sunday, October 1 Yom Kippur Monday, October 9 First Day Sukkoth Saturday, October 14 Second Day Sukkoth Sunday, October 15 Shemini Azereth Saturday, October 21 Simchath Torah Sunday, October 22 Year 2001 First Day Passover Sunday, April 8 Second Day Passover Monday, April 9 Seventh Day Passover Saturday, April 14 Eighth Day Passover Sunday, April 15 First Day Shavuoth Monday, May 28 Second Day Shavuoth Tuesday, May 29 First Day Rosh Hashanah Tuesday, September 18 Second Day Rosh Hashanah Wednesday, September 19 Yom Kippur Thursday, September 27 First Day Sukkoth Tuesday, October 2 Second Day Sukkoth Wednesday, October 3 Shemini Azereth Tuesday, October 9 Simchath Torah Wednesday, October 10 Year 2002 First Day Passover Thursday, March 28 Second Day Passover Friday, March 29 Seventh Day Passover Wednesday, April 3 Eighth Day Passover Thursday, April 4 First Day Shavuoth Friday, May 17 Second Day Shavuoth Saturday, May 18 First Day Rosh Hashanah Saturday, September 7 Second Day Rosh Hashanah Sunday, September 8 Yom Kippur Monday, September 16 First Day Sukkoth Saturday, September 21 Second Day Sukkoth Sunday, September 22 Shemini Azereth Saturday, September 28 Simchath Torah Sunday, September 29 Year 2003 First Day Passover Thursday, April 17 Second Day Passover Friday, April 18 Seventh Day Passover Wednesday, April 23 Eighth Day Passover Thursday, April 24 First Day Shavuoth Friday, June 6 -65- Second Day Shavuoth Saturday, June 7 First Day Rosh Hashanah Saturday, September 27 Second Day Rosh Hashanah Sunday, September 28 Yom Kippur Monday, October 6 First Day Sukkoth Saturday, October 11 Second Day Sukkoth Sunday, October 12 Shemini Azereth Saturday, October 18 Simchath Torah Sunday, October 19 Year 2004 First Day Passover Tuesday, April 6 Second Day Passover Wednesday, April 7 Seventh Day Passover Monday, April 12 Eighth Day Passover Tuesday, April 13 First Day Shavuoth Wednesday, May 26 Second Day Shavuoth Thursday, May 27 First Day Rosh Hashanah Thursday, September 16 Second Day Rosh Hashanah Friday, September 17 Yom Kippur Saturday, September 25 First Day Sukkoth Thursday, September 20 Second Day Sukkoth Friday, October 1 Shemini Azereth Thursday, October 7 Simchath Torah Friday, October 8 Year 2005 First Day Passover Sunday, April 24 Second Day Passover Monday, April 25 Seventh Day Passover Saturday, April 30 Eighth Day Passover Sunday, May 1 First Day Shavuoth Monday, June 13 Second Day Shavuoth Tuesday, June 14 First Day Rosh Hashanah Tuesday, October 4 Second Day Rosh Hashanah Wednesday, October 5 Yom Kippur Thursday, October 13 First Day Sukkoth Tuesday, October 18 Second Day Sukkoth Wednesday, October 19 Shemini Azereth Tuesday, October 25 Simchath Torah Wednesday, October 26 -66- SCHEDULE 2 (Form of Deed of Acknowledgement of certain Developer's obligations to be provided in respect of each Lease) T H I S D E E D is made B E T W E E N:- (1) HERON QUAYS PROPERTIES LIMITED (Company Registration Number 2276627) whose registered office as at One Canada Square Canary Wharf London E14 5AB (hereinafter called "the Developer"); and (2) [ ] (hereinafter called the "Assignee") (3) CANARY WHARF GROUP PLC (Company Registration Number 3114622) whose registered office is at One Canada Square Canary Wharf London E14 5AB (hereinafter called "the Developer's Surety") W H E R E A S (A) Pursuant to Clause 4.21 of the Underlease (as hereinafter defined) the Tenant has assigned the benefit of the Underlease to the Assignee and the Tenant has further assigned the benefit of the Agreement for Lease to the Assignee (B) Pursuant to the Agreement for Lease (as hereinafter defined) the Developer and the Developer's Surety have agreed to acknowledge that their respective obligations under the Agreement for Lease continue to subsist for the benefit of the Assignee N O W T H I S D E E D W I T N E S S E T H: 1. In this Deed where the context otherwise requires the following words and expressions shall have the meanings hereunder assigned to them "Agreement for Lease" means an agreement for lease dated [ ] made between the Developer (1) The Northern Trust Company (2) and the Developer's Surety (3) in relation to B1 B1M and Floors 5-11 HQ-4 Canary Wharf London E14 "the Tenant" means The Northern Trust Company "the Underlease" means a lease dated [ ] made between the Developer (1) Canary Wharf Management Limited (2) and the Tenant (3) in relation to B1M and Floors 9-11 and B1 and Floors 5-8 HQ-4 Canary Wharf London E14 2. The Developer and the Developer's Surety hereby acknowledge (for the purposes of enforcement) that with effect from [ ] references to the Tenant in the Agreement for Lease shall be deemed to be references to the Assignee and that the Assignee (in substitution for the Tenant) shall be entitled to rely upon and enforce the terms of the Agreement against the Developer and the Developer's Surety to the same extent as the Tenant would have been so entitled I N W I T N E S S whereof the parties have executed this Deed as their deed the day and year first above written -67- Executed as a Deed by ) HERON QUAYS PROPERTIES LIMITED] ) acting by:- ) Director Director/Secretary The Common Seal of ) [ASSIGNEE] was hereunto ) affixed in the presence of:- ) Director Secretary Executed as a Deed by ) CANARY WHARF GROUP PLC ) acting by:- ) Director Director/Secretary -68- SCHEDULE 3 (Form of Licence re Tenant's Works and Reinstatement TRM's) THIS LICENCE is made the day of Two thousand BETWEEN (1) the Developer and (2) the Tenant WITNESSETH as follows:- 1. IN this Licence save where the context otherwise requires the following words and expressions have the meanings hereunder assigned to them:- 1.1 "Developer" and "Tenant" respectively mean the parties whose name and registered office are set forth in the First Schedule and their successors in title 1.2 "Premises" means the premises described in the Second Schedule 1.3 "Lease" means the lease of the Premises made between the parties hereto and dated [ ] for a term of [ ] years from [ ] 1.4 "Reinstatement TRM's" means the Tenant's Requested Modifications set out in Part 2 of the Fourth Schedule 1.5 "Drawings" means the drawings specified in Part 1 the of Third Schedule copies of which are annexed to this Licence 1.6 "Specifications" means the specifications specified in Part 2 of the Third Schedule copies of which are annexed to this Licence 1.7 "Works" means the alterations to the Premises carried out in conformity with the Drawings and Specifications 1.8 "Tenant's Requested Modifications" means the modifications set out in Part 1 of the Fourth Schedule 2. THE Developer has granted to the Tenant licence and consent for the carrying out of the Works 3. THE Tenant covenants with the Developer:- 3.1 to pay any increased insurance premiums that may be occasioned by reason of the Works 3.2 to comply with clause 4.10 of the Lease in respect of the Works 3.3 on the expiration or sooner determination of the Lease to reinstate and make good the Reinstatement TRM's substituting where relevant the [Base Building Definition items - details to be inserted prior to completion of the Licence] 4. IT is agreed and declared that: 4.1 The covenants on the part of the Tenant and the conditions contained in the Lease shall take effect subject to and with the benefit of this Licence -69- 4.2 The proviso for re-entry in the Lease shall be exercisable on breach of any of the covenants in this Licence on the part of the Tenant as well as on the happening of any of the events mentioned in the said proviso 4.3 Save as varied by this Licence the covenants and conditions in the Lease shall remain in full force and effect IN WITNESS whereof the parties hereto have executed this Licence as a deed and intend the same to be delivered on the day and year first above written -70- THE FIRST SCHEDULE (The Parties) (a) "the Developer" : whose registered office is at (b) "the Tenant" : whose registered office is at THE SECOND SCHEDULE (The Premises) THE THIRD SCHEDULE PART 1 (The Drawings) Number Title Prepared by PART 2 (The Specifications) THE FOURTH SCHEDULE PART 1 (Tenant's Requested Modifications) PART 2 (Reinstatement TRM's) Executed as a Deed by ) [Developer] acting by:- ) Director Secretary Executed as a Deed by ) [Tenant] acting by:- ) Director Secretary -71- SCHEDULE 4 Method Statement Matters 1. details of the professional team and contractors for the design and carrying out of each part of the Tenant's Works 2. details of the proposed construction schedule for the Tenant's Works 3. proposals for the liaison, co-ordination and co-operation between the Developer and/or CWCL and the Tenant's Consultants and the Tenant's Senior Managers (as defined in Clause 32) and the Tenant's Contractors and the Tenant's Representative 4. proposals for the means and times of access to the proposed Tenant's Work Areas and other parts of the Building and the Site and the restrictions and regulations relative to such access 5. proposals for the date and times of delivery to the Site of materials and equipment intended for incorporation or use in the Tenant's Works 6. proposals for the storage on-site of the materials and equipment intended for incorporation in the Tenant's Works 7. proposals for the method by which, on a regular basis, surplus materials and refuse and rubbish of the Tenant, its contractors, servants and agents are to be removed from the areas of the Development Site, the Site and the Building to which such persons shall have access to the areas reasonably and properly designated by the Developer and/or CWCL as collection points or to areas outside the Development Site 8. proposals for keeping free and unobstructed all escape routes in relation to the Building and procuring that all vehicles visiting the Building in connection with the Tenant's Works go directly to the unloading points designated in writing to the Tenant for such purpose from time to time by the Developer and/or CWCL and leave the Building, the Site and the Development Site promptly upon unloading being completed to the extent reasonably able to do so 9. proposals complying in all respects with the requirements and procedures of the Developer and/or CWCL notified in writing to the Tenant in respect of the delivery of materials for use in connection with the Tenant's Works including the days and hours on and within which deliveries may be made provided always that no restriction shall be placed in respect of deliveries solely by reason of a day being a Holy Day 10. where appropriate proposals for consulting and thereafter complying in all proper respects with the proper requirements of the police and all relevant statutory authorities in respect of the delivery of materials for use in connection with the Tenant's Works 11. proposals for complying in all respects with the safety and floor loading requirements of the Developer and/or CWCL notified in writing to the Tenant in respect of the storage of materials in connection with the Tenant's Works 12. proposals for complying in all respects with the requirements of the Developer and/or CWCL notified in writing to the Tenant in respect of the security and protection of the Building and the Site and make arrangements satisfactory to the Developer and/or CWCL for the security and protection of the Tenant's Works and the materials being used in relation to the same -72- 13. proposals for complying in all respects with the CDM Regulations, with legislation in respect of Safety Health and Welfare and the reasonable safety requirements of the Developer and/or CWCL 14. proposals for complying in all reasonable respects with the reasonable requirements and procedures of the Developer and/or CWCL promulgated and notified in writing to the Tenant from time to time in respect of security industrial relations and hours or working (other than any limitations imposed in respect of Holy Days) 15. proposals for not obstructing or causing or permitting or suffering to be obstructed (save during the proper carrying out of any part of any Tenant's Works to the same) the means of access to:- 15.1 the vertical surfaces of the remainder of the Base Building Works; 15.2 plant machinery and equipment installed as part of the remainder of the Base Building Works; 15.3 any service ducts and risers; 15.4 any part of the Building, the Site and the Development Site 16. proposals for keeping noise levels to a minimum so as not to cause nuisance to any occupiers of the remainder of the Development Site -73- SCHEDULE 5 "Preliminaries" 1. All management and site supervision staff directly and properly engaged by the Developer to carry out the overall management of the construction of the Base Building Works (whether employees of the Developer or CWCL or not) 2. Temporary office accommodation and welfare facilities for the Developer's and/or CWCL's own management and site supervision staff 3. Provision of office equipment for use by the Developer's and/or CWCL's own management and site supervision, staff comprising; furniture, stationery, telephones, facsimile machines, I.T. equipment including construction information systems, postage, couriers, document management systems and associated consumables 4. Provision of and payment of costs and charges in respect of:- 4.1 Telephone and fax calls, incurred by the Developer's and/or CWCL's own management staff; 4.2 Water, electricity and gas used on Site; 4.3 Reproduction of drawings and documents 5. Provision of central/shared and/or common use facilities for the Developer's and/or CWCL's and Trade Contractors' use and overall site safety limited to:- 5.1 Fixed location tower cranes including all associated operatives for durations appropriate for the fitting out programme (for the avoidance of doubt all other cranage/lifting equipment is provided by the relevant Trade Contractors) 5.2 Material and/or personnel hoists including all associated operatives appropriate to the fitting out programme, (temporary use may be made of the permanent lift installation) 5.3 Site welfare facilities comprising toilets, washrooms, drying rooms and canteen 5.4 Site first aid facilities 5.5 Temporary power and lighting comprising: 5.5.1 Background Health & Safety lighting to all necessary areas 5.5.2 110v power supply 5.5.3 temporary heating and plumbing (for the avoidance of doubt task lighting and special power supplies beyond 110v are provided by the Trade Contractors) 5.6 temporary water supply 5.7 temporary barriers, construction barricades and/or scaffolding required to comply with current legislation in respect of current Health & Safety and CDM Regulations. (For the avoidance of doubt scaffolding/access equipment directly required for access to construct the works will be provided by the Trade Contractors) -74- 5.8 general purpose labour gangs for removal of rubbish off site from a central site location including disposal 5.9 central loading/unloading area and the generation of loading areas/docks. (For the avoidance of doubt, plant and equipment for unloading of Trade Contractors materials will be provided by the Trade Contractors) 5.10 site survey and equipment for the provision of main control points for setting out the works 5.11 space within the Canary Wharf and Canary Wharf South Development for Trade Contractors to locate their own temporary offices, storage containers and the like. (Such temporary offices, storage containers and the like to be provided direct by the Trade Contract) 6. Providing safety measures to comply with Health & Safety at Works Act 1974, Environmental Protection Act 1990, CDM Regulations and any statutory modification or re-enactment thereof 7. Other sundry costs and charges incurred by the Developer and/or CWCL including:- 7.1 Maintenance, repairs and cleaning to facilities and services referred tin in Clauses 2 - 5 of this Schedule 7.2 Provision of independent witness/inspection services 7.3 Refreshments at project/site meetings 7.4 Provision of the Developer's and the Tenant's progress photographs 7.5 Travelling and hotel expenses and reasonable out of pocket expenses incurred by the Developer's own management and site supervision staff 7.6 Provision of site communication and/or radio systems for use by the Developer's own management and site supervision staff 7.7 Site security -75- Executed as a Deed by ) HERON QUAYS PROPERTIES LIMITED ) acting by ) /s/ George Iacodescu ---------------------- George Iacodescu Director /s/ John Garwood ---------------------- John Garwood Secretary Executed as a Deed by ) THE NORTHERN TRUST COMPANY ) acting by ) /s/ David C. Blowers ----------------------- David C. Blowers Authorised Signatory /s/ Douglas MacLennan ----------------------- Douglas MacLennan Authorised Signatory Executed as a Deed by ) CANARY WHARF GROUP PLC ) acting by ) /s/ George Iacodescu ---------------------- George Iacodescu Director /s/ John Garwood ---------------------- John Garwood Secretary -76- EX-10.(XXIX) 5 dex10xxix.txt LEASE AGREEMENT DATED NOVEMBER 5, 1999 EXHIBIT (10)(xxix) TO 2000 FORM 10-K 3003 SUMMIT BOULEVARD LEASE AGREEMENT BY AND BETWEEN PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, AS LANDLORD AND NORTHERN TRUST RETIREMENT CONSULTING, LLC, AS TENANT TABLE OF CONTENTS -----------------
PAGE ---- ARTICLE I................................................................ 1 Section 1.01 Premises............................................... 1 Section 1.02 Term................................................... 4 Section 1.03 Use.................................................... 4 Section 1.04 Survival............................................... 5 ARTICLE II............................................................... 5 Section 2.01 Rental Payments........................................ 5 Section 2.02 Base Rental............................................ 6 Section 2.03 Additional Rental...................................... 6 Section 2.04 Operating Expenses..................................... 7 ARTICLE III.............................................................. 14 Section 3.01 Services............................................... 14 Section 3.02 Keys and Locks......................................... 18 Section 3.03 Graphics, Building Directory and Name.................. 18 Section 3.04 Parking................................................ 18 ARTICLE IV............................................................... 19 Section 4.01 Care of Premises....................................... 19 Section 4.02 Entry for Repairs and Inspection....................... 19 Section 4.03 Nuisance............................................... 19 Section 4.04 Laws and Regulations; Rules of Building................ 20 Section 4.05 Legal Use and Violations of Insurance Coverage......... 20 Section 4.06 Compliance with Legal Requirements..................... 20 Section 4.07 Electronic Requirements................................ 22 ARTICLE V................................................................ 25 Section 5.01 Leasehold Improvements................................. 25 Section 5.02 Repairs by Landlord.................................... 28 Section 5.03 Repairs by Tenant...................................... 29 Section 5.04 American with Disabilities Act of 1990................. 29 ARTICLE VI............................................................... 30 Section 6.01 Condemnation........................................... 30 Section 6.02 Damages from Certain Causes............................ 31 Section 6.03 Casualty Clause........................................ 31 Section 6.04 Casualty Insurance..................................... 32 Section 6.05 Liability Insurance.................................... 32 Section 6.06 Hold Harmless.......................................... 33 Section 6.07 Waiver of Claims and Subrogation Rights................ 33 Section 6.08 Insurance Requirements................................. 33
ARTICLE VII.............................................................. 34 Section 7.01 Tenant Default and Landlord Remedies................... 34 Section 7.02 Landlord Default and Tenant Remedies................... 36 Section 7.03 Insolvency or Bankruptcy............................... 37 Section 7.04 Late Payments.......................................... 37 Section 7.05 Attorney's Fees........................................ 37 Section 7.06 Waiver of Homestead.................................... 38 Section 7.07 No Waiver of Rights.................................... 38 Section 7.08 Holding Over........................................... 38 Section 7.09 Subordination.......................................... 38 Section 7.10 Estoppel Certificate or Three-Party Agreement.......... 39 ARTICLE VIII............................................................. 40 Section 8.01 Sublease or Assignment by Tenant....................... 40 Section 8.02 Assignment by Landlord................................. 42 Section 8.03 Peaceful Enjoyment..................................... 42 Section 8.04 Limitation of Landlord's Personal Liability............ 42 Section 8.05 Force Majeure.......................................... 43 ARTICLE IX............................................................... 43 Section 9.01 Notices................................................ 43 Section 9.02 Miscellaneous.......................................... 43

EXHIBITS - -------- Exhibit A - Site Plan and Location of the Building Exhibit A-1 - Description of Land Exhibit B - Floor Plan of Premises Exhibit C - Building Standard Tenant Allowances Exhibit D - Construction of Initial Leasehold Improvements Exhibit E - Air Conditioning and Heating Services Exhibit F - Building Rules and Regulations Exhibit G - Commencement Date Agreement Exhibit H - Special Stipulations Exhibit I - Cleaning Specifications Exhibit J - Form of Subordination, Non-Disturbance and Attornment Agreement Exhibit K - Project Construction Milestones Exhibit L - Signage Specifications Exhibit M - HVAC Specifications Exhibit N - Form of Lease Guaranty ii 3003 SUMMIT BOULEVARD LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into on this 5th day of November, 1999, by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership, whose address for purposes hereof is Five Ravinia Drive, Atlanta, Georgia 30346-2102 (hereinafter called "Landlord"), and NORTHERN TRUST RETIREMENT CONSULTING, LLC, a Delaware limited liability corporation, (hereinafter called "Tenant") whose address for purposes hereof is, prior to the commencement of the term of this lease, 400 Perimeter Center Terrace, Suite 850, Atlanta, Georgia 30346, Attention: Director of Finance and, subsequent to the commencement of the term of this lease, to 3003 Summit Boulevard, Suite ____, Atlanta, Georgia 30319 (the address of the Premises within the Building) with a copy to Fifty South LaSalle Street, Chicago, Illinois 60675, Attention: Corporate Real Estate Manager; W I T N E S S E T H: - - - - - - - - - - ARTICLE I --------- Section 1.01 Premises. -------- (a) Subject to and upon the terms hereinafter set forth, and in consideration of the sum of Ten Dollars ($10.00), the premises, and the mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, Landlord does hereby lease and demise to Tenant and Tenant does hereby lease and take from Landlord those certain premises (hereinafter sometimes called the "Premises") in the building to be constructed by Landlord at 3003 Summit Boulevard (said building together with the Parking Facility [defined below] and all improvements located thereon or specifically related thereto, hereinafter collectively referred to as the "Building") on that certain tract or parcel of land more particularly described in Exhibit A, attached --------- hereto and incorporated herein (the "Land") which comprises a portion of a larger tract of land originally containing approximately 83 acres located in DeKalb County, Georgia, more particularly described on Exhibit A-1, attached ----------- hereto and incorporated herein (said tract of land described on Exhibit A-1 ----------- being hereinafter referred to as "Perimeter Summit"), such Premises being more particularly described as follows: Approximately 127,611 square feet of rentable area on the First (1/st/) through Sixth (6/th/) and Ninth (9/th/) Floors of the Building and as generally described or depicted on Exhibit B, attached hereto and incorporated herein. --------- The leasing of the Premises by Landlord to Tenant shall also include the appurtenant right for Tenant to use, without charge, in common with the other tenants of the Building, all driveways, accessways, sidewalks, landscaped areas, lobbies, elevators, entrances, driveways and other common areas on the Project as shown on the Building Plans and as designated by Landlord from time to time for the general use of the tenants of the Building as well as all entrances and other similar areas in Perimeter Summit which provide access from any public road to the Building and which are for the general use of the tenants and invitees of the Project pursuant to the terms of the Declaration (defined below). Tenant agrees that Landlord may change the designation of such common areas from time to time, so long as such changes do not materially, adversely affect Tenant's use of and access to the Premises. (b) The term "rentable area", as used herein, shall refer to the rentable area of the Premises which has been determined by calculating the useable area of the Premises in accordance with the "Standard Method for Measuring Floor Area in Office Buildings," published by the Secretariat, Buildings Owners and Managers Association International (ANSI/BOMA Z65-1996), approved June 7, 1996 and applying a "load" or "add on" factor of 9.5% with respect to single tenant floors and a factor of 15.5% with respect to multi-tenant floors ("BOMA Standards"). Unless otherwise specifically designated, all references to square footage or square feet in this lease are to rentable square footage or square feet. The rentable area of the Premises shall be calculated, on a preliminary basis, by Landlord's architect when floor plans for the Premises are complete (subject to final, conclusive determination as described in subparagraph (c) below), in accordance with the definitions and methodology contained in this lease. Upon such determination by Landlord's architect, the rentable area of the Premises (as well as all other calculations herein which are based upon such rentable area including, without limitation, the Base Rental, Tenant's Forecast Additional Rental, Tenant's Additional Rental and the Tenant Improvement Allowance, as that term is defined in Exhibit C) shall be adjusted to reflect --------- the number of square feet of rentable area determined by such calculation. "Parking Facility" shall mean the parking deck to be constructed on the Land pursuant to the Building Plans (which will contain approximately 1500 spaces), together with any connecting walkways, or other means of access to the Building and the grounds related thereto. (c) On or before the Landlord Floor Delivery Date (as that term is defined in Exhibit D) Landlord's architect shall verify by field measurement the --------- rentable area of the Premises and the Building according to the foregoing BOMA Standards (or if unable to verify by field measurement, Landlord shall field measure the rentable area of the Premises) and, shall deliver to Tenant Landlord's calculation of the exact number of square feet of rentable area within the Premises and the Building. Tenant shall have the right to object to Landlord's calculation by delivering written notice to Landlord within twenty (20) days after Landlord delivers to Tenant such notice, failing which Tenant shall be deemed to have agreed that all information contained in Landlord's notice is correct. If Tenant objects to Landlord's calculation within said 20- day period, Tenant shall have the right to have Tenant's architect verify by field measurement (or field measure as Tenant's architect reasonably deems appropriate) the rentable area of the Premises and the Building according to BOMA Standards, the results of which Tenant shall certify to Landlord within forty-five (45) days after Tenant's notice to Landlord that Tenant objects to Landlord's calculation. In the event that Tenant's architect's calculation of rentable area of the Premises and the Building is within three percent (3%) of the initial determination 2 made by Landlord's architect, then Landlord's architect's calculation shall be final and binding upon Landlord and Tenant. If Tenant's architect's calculation of the number of rentable area is more than three percent (3%) greater than or lesser than the initial determination made by Landlord's architect and Landlord does not dispute Tenant's measurement within twenty (20) days of Tenant's written certification, then Tenant's calculation shall be final and binding upon Landlord and Tenant. If Landlord notifies Tenant within such 20-day period that Landlord disputes Tenant's architect's determination, and if Landlord and Tenant are unable to resolve their disagreement within a 15-day period after Landlord's notice, the parties shall mutually agree upon an experienced, qualified architect to resolve such disagreement. The architect must not have been employed by either party previously and must have ten (10) years experience immediately prior to the date in question designing high-rise office buildings. If the parties are unable to agree on an architect within ten (10) days after the expiration of such 15-day period, either party may apply to the Atlanta Chapter of the American Institute of Architects for designation of an architect. The architect shall resolve the disagreement within thirty (30) days of his/her selection. The decision of such architect shall be final and binding upon both Landlord and Tenant. Upon determination by arbitration, the rentable area of the Premises shall replace the rentable area of the Premises as shown in Section 1.01(a) and as defined in Section 1.01(b) and shall be deemed to be the rentable area of the Premises and the Building for all purposes under this lease. All payments of Base Rental (defined below), Tenant's Forecast Additional Rental (defined below), Tenant's Additional Rental Adjustment (defined below), and all other payments of rent and other amounts of money which are calculated based upon the rentable area of the Premises and the Building shall be adjusted accordingly but until finally determined shall be based upon the initial determination of rentable area by Landlord. (d) After the Commencement Date (defined below), Landlord shall deliver to Tenant Exhibit G, attached hereto and incorporated herein, which shall contain --------- an acknowledgment (i) of the date upon which the Commencement Date of this lease occurred, (ii) that Landlord has achieved substantial completion of the Project, and (iii) that Landlord has fully disbursed the Allowance to Tenant (or if not fully funded by Landlord, then a reconciliation of the same). Tenant shall have the right to object to Exhibit G by delivering written notice to Landlord within --------- twenty (20) days after Landlord delivers Exhibit G to Tenant, failing which --------- Tenant shall be deemed to have agreed that all information contained in Exhibit ------- G is correct. If Tenant objects to Exhibit G within said 20-day period, - - --------- Landlord and Tenant shall work together to resolve their differences and, after such differences have been resolved, Landlord shall execute Exhibit G and --------- deliver same to Tenant. If Landlord and Tenant are unable to agree upon the Commencement Date or any other matter set forth in Exhibit G within ten (10) --------- days after Tenant objects to such matters, then the arbitration process set forth above in subparagraph (c) shall be followed by Landlord and Tenant to resolve such disagreements. Upon Tenant agreeing or being deemed to have agreed that all information contained in Exhibit G is correct, the Commencement Date as --------- shown on Exhibit G shall be the Commencement Date for purposes of Section --------- 1.02(a) of this lease and for all other purposes under this lease. (e) Notwithstanding anything to the contrary contained in this Section 1.01, (i) Landlord agrees that in no event will the rentable area (as finally determined or agreed upon) increase more than ten percent (10%) from the rentable area of the Premises initially set forth in this lease (subject, however, to Tenant's exercise of rights to increase the rentable area of the 3 Premises by leasing additional space in the Building, in which case, the rentable area of the Premises will not increase by more than ten percent (10%) from the rentable area of the Premises as set forth in the amendment evidencing such additional space) and in the event that the rentable area of the Premises (as finally determined or agreed upon), as provided in subparagraph (c) above, increases by more than ten percent (10%), then the increase shall be capped at ten percent (10%), and (ii) in the event that the rentable area of the Premises is finally determined, as provided in subparagraph (c) above, to have increased by more than five percent (5%) from the rentable area of the Premises set forth in this lease (subject, however, to Tenant's exercise of rights to increase the rentable area of the Premises by leasing additional space in the Building), then Tenant shall have the right to reduce the rentable area of any partial floor leased by Tenant above the lobby level (or, if the then existing Premises do not contain any partial floor, then, with respect to the uppermost floor leased as part of the Premises) by an amount necessary to reduce the overall rentable area of the Premises to a rentable amount equal to or more than the original amount of rentable area set forth herein and less than five percent (5%) more than such amount (such portion of the Premises shall be known as the "Reduced Premises"). Such election by Tenant shall be made by Tenant within ten (10) days after the final determination or agreement (or deemed agreement) of the rentable area of the Premises by notice to Landlord. Such notice shall contain the new rentable area of the partial floor to be leased by Tenant (if any) and Tenant agrees that such remaining rentable areas of the partial floor shall be of a size and configuration so as to be readily leasable by Landlord. All Reduced Premises shall become part of Expansion Space A. If and to the extent Tenant has received any portion of the Allowance (as that term is defined in Exhibit C) --------- relating to the Reduced Premises, such portion shall be attributed to the unfunded portion (if any) of the Allowance relating to the balance of the Premises and Tenant agrees to promptly refund all or any portion of the Allowance with respect to the Reduced Premises to Landlord if and to the extent the Allowance is already fully funded as to the balance of the Premises. Section 1.02 Term. ---- (a) Subject to and upon the terms and conditions set forth herein, or in any exhibit hereto, the term of this lease shall commence on the Commencement Date and shall expire fifteen (15) years after the Commencement Date at 6:00 P.M. (b) As used herein, "Commencement Date" means the later to occur of (i) the Completion Date, as such term is defined in Part III.1 of Exhibit D attached --------- hereto and incorporated herein or (ii) the date upon which Landlord achieves Substantial Completion of the Project, as defined in Exhibit D; provided, --------- however, in the event that Tenant commences to occupy the Premises (or any portion thereof) prior to the Commencement Date for the conduct of business, then Tenant shall pay to Landlord Tenant's Additional Rental (less Tenant's Percentage Share of real estate taxes) with respect to the applicable portion of the Premises Tenant occupies during such early occupancy period. For purposes of the preceding sentence, Tenant shall be deemed to occupy all of the Premises on a full floor as soon as Tenant occupies any space on the applicable floor for the conduct of Tenant's business therein. Section 1.03 Use. Tenant shall have the right to use the Premises for --- any lawful business in which Tenant is engaged from time to time, including, but not limited to, financial services, consulting services and retirement benefit services. In addition, Tenant may use the 4 Premises for any general office and administrative purposes of a type reasonable and customary for first-class office buildings. Tenant shall not use the Premises for any other purposes. Notwithstanding the foregoing, the Premises shall not be used for any purpose which would create unreasonable elevator loads or over utilize the capacity of the Building Systems in excess of those specifications described in this lease, and Tenant shall not engage in any activity which is not in keeping with the first-class standards of the Building. In no event shall the Premises be used for the purpose of installing, marketing, operating, or providing electronic telecommunications, information or data processing, storage or transmissions, or other electronic office services or equipment for tenants or other occupants of the Building on a shared-usage basis through a central switch or a local area network. Further, Tenant hereby agrees that, the Premises shall not be used for a retail purpose. Landlord hereby acknowledges and agrees, however, that the rendering of Tenant's business services from the Premises to invitees and prospective customers (whether by telephone or in person) shall not constitute operation of the Premises for a retail purpose. Section 1.04 Survival. Any claim, cause of action, liability or -------- obligation arising during the term of this lease and under the provisions hereof in favor of a party hereto against or obligating the other party hereto shall survive the expiration or any earlier termination of this lease. ARTICLE II ---------- Section 2.01 Rental Payments. --------------- (a) Commencing on the Commencement Date, and continuing thereafter throughout the full term of this lease, Tenant hereby agrees to pay the Base Rental (defined below) in accordance with this Section 2.01 and Section 2.02, and Tenant's Forecast Additional Rental (defined below) and Tenant's Additional Rental Adjustment (defined below) and all other sums, charges or payments which Tenant is obligated to make to Landlord under this lease (collectively, hereafter called "rent") in accordance with this Section 2.01 and Section 2.03. The Base Rental and Tenant's Forecast Additional Rental shall be due and payable in equal monthly installments on the first day of each calendar month during the initial term of this lease and any extensions or renewals hereof, and Tenant hereby agrees to so pay such rent to Landlord at Landlord's address as provided herein (or such other address as may be designated by Landlord from time to time by written notice to Tenant) monthly in advance. (b) If the Commencement Date is other than the first day of a calendar month or if this lease expires on other than the last day of a calendar month, then the installments of Base Rental and Tenant's Forecast Additional Rental for such month or months shall be prorated and the installment or installments so prorated shall be paid in advance. Said installments for such prorated month or months shall be calculated by multiplying the equal monthly installment by a fraction, the numerator of which shall be the number of days of the lease term occurring during said commencement or expiration month, as the case may be, and the denominator of which shall be thirty (30). If the term of this lease commences or expires on other than the first day of a calendar year, Tenant's Forecast Additional Rental and Tenant's Additional Rental shall be 5 prorated for such commencement or expiration year, as the case may be, by multiplying Tenant's Forecast Additional Rental and Tenant's Additional Rental by a fraction, the numerator of which shall be the number of whole and partial months of the lease term during the commencement or expiration year, as the case may be, and the denominator of which shall be twelve (12). In such event the calculation described in Section 2.03(d) shall be made as soon as possible after the termination of this lease. Landlord and Tenant hereby agree that the provisions of this Section 2.01(b) shall survive the expiration or termination of this lease. (c) Tenant agrees to pay all rent and other sums of money as shall become due from and payable by Tenant to Landlord under this lease at the times and in the manner provided in this lease, without abatement, demand, set-off or counterclaim, except as expressly provided in this lease. All rent and other sums of whatever nature owed by Tenant to Landlord under this lease shall bear interest from thirty (30) days after written notice from Landlord to Tenant that Tenant has failed to pay such rent and other sums when due until paid by Tenant at the lesser of (i) a per annum rate equal to the "prime rate" as published in the Wall Street Journal (or if such publication is discontinued then as published by a similarly nationally recognized financial publication selected by Landlord in its sole but reasonable discretion) plus two percent (2%) or (ii) the maximum interest rate per annum allowed by law ("Interest Rate"). Section 2.02 Base Rental. ----------- Throughout the full term of this lease, Tenant hereby agrees to pay a base annual rental ("Base Rental") as set forth in Special Stipulation No. 1 attached hereto as Exhibit H and incorporated herein by this reference. --------- Section 2.03 Additional Rental. ----------------- (a) Commencing with the calendar year in which the Commencement Date occurs and continuing thereafter for each calendar year during the full term of this lease, Landlord shall present to Tenant prior to December 15 of the preceding calendar year (or for the calendar year in which the lease term commences, at least thirty (30) days prior to the Commencement Date) a statement of Tenant's Forecast Additional Rental. Landlord's initial statement of Tenant's Forecast Additional Rental shall not be greater than one hundred six percent (106%) of Tenant's Forecast Additional Rental for the immediately preceding year, except if and to the extent Landlord can reasonably verify to Tenant anticipated increases in Operating Expenses otherwise allowable under the terms of this lease which will cause Additional Rental to exceed such limit. Further, upon final determination of Tenant's Additional Rental for any calendar year, Landlord's initial statement of Tenant's Forecast Additional Rental for the next subsequent calendar year may be revised by Landlord, but shall not be greater than one hundred six percent (106%) of Tenant's Additional Rental for the immediately preceding calendar year, except if and to the extent Landlord can reasonably verify to Tenant anticipated increases in Operating Expenses which will cause Tenant's Additional Rental to exceed such limit. (b) As used herein, "Tenant's Forecast Additional Rental" shall mean Landlord's reasonable estimate of Tenant's Additional Rental (defined below) for the coming calendar year (or, in the calendar year in which the lease term commences, for such calendar year). 6 (c) "Tenant's Additional Rental," as that term is used herein, shall be computed on a calendar year basis and shall mean the sum of (i) Tenant's Percentage Share (defined below) of Operating Expenses (defined below), plus (ii) a management fee contribution equal to the sum of (A) three percent (3%) times the Base Rental for such calendar year (regardless of any Base Rental abatement granted to Tenant), and (B) three percent (3%) times Operating Expenses allocable to the Premises and payable by Tenant based upon Tenant's Percentage Share. As used herein, "Tenant's Percentage Share" shall mean a fraction, the numerator of which is the total number of square feet of rentable area within the Premises and the denominator of which is the greater of (i) ninety five percent (95%) of the total square footage of all rentable area in the Building available for lease (whether or not leased), or (ii) the total square footage of all rentable area in the Building actually leased. (d) No later than one hundred twenty (120) days after the end of the calendar year in which the Commencement Date occurs and of each calendar year thereafter during the term of this lease, Landlord shall provide Tenant a statement, prepared by a certified public accounting firm, detailing the Operating Expenses for each such calendar year and a statement prepared by Landlord comparing Tenant's Forecast Additional Rental with Tenant's Additional Rental. In the event that Tenant's Forecast Additional Rental exceeds Tenant's Additional Rental for said calendar year, Landlord shall pay Tenant (in the form of a credit against rentals next due or, upon expiration of this lease, in the form of a cash payment made within thirty (30) days of the final determination of Tenant's Additional Rental) an amount equal to such excess. In the event that the Tenant's Additional Rental exceeds Tenant's Forecast Additional Rental for said calendar year, Tenant hereby agrees to pay Landlord, within thirty (30) days of receipt of the statement, an amount equal to such difference ("Tenant's Additional Rental Adjustment"). Section 2.04 Operating Expenses. ------------------ (a) "Operating Expenses", for each calendar year, shall consist of (i) all Operating Expenses (defined below) for the Building and the Land (the Building and the Land being hereinafter referred to collectively as the "Project"), plus (ii) an amount equal to the product of the total maintenance, landscape maintenance, taxes, repairs, utilities, insurance and other Operating Expenses accruing during each such calendar year for the tracts of land within Perimeter Summit designated or maintained from time to time as common areas, including those areas which are for the benefit of the occupants of the Project whether or not so designated or maintained as common areas, multiplied by the lesser of (x) a fraction, the numerator of which shall equal the total square footage of all rentable area in the Building and the denominator of which shall equal the total square footage of the permitted floor area in Perimeter Summit, as more particularly described in that certain Perimeter Summit Declaration of Easements (the "Declaration"), as the same may be modified from time to time during the applicable calendar year, or (y) such percentage as Landlord may designate from time to time. (b) For the purposes of this lease, "Operating Expenses" shall mean all reasonable expenses, costs and accruals (excluding therefrom, however, specific costs billed to or otherwise incurred for the particular benefit of specific tenants of the Building or to other buildings or projects within Perimeter Summit) of every kind and nature, computed on an accrual basis, 7 incurred or accrued in connection with, or relating to, the operation of the Project and said common areas during each calendar year, including, but not limited to, the following: (1) wages and salaries, including taxes, insurance and benefits, of all on and off-site employees engaged in operations, maintenance or access control, allocated as described in Section 2.04(c)(11) below; (2) cost of all supplies, tools, equipment and materials to the extent used in operations and maintenance, as reasonably allocated by Landlord; (3) cost of all utilities including, but not limited to, cost of electricity, cost of water and cost of power for heating, lighting, air conditioning and ventilating; (4) cost of all maintenance and service agreements and the equipment therein, including, but not limited to, security service, garage operations, window cleaning, elevator maintenance, janitorial service and landscaping maintenance; (5) cost of repairs and general maintenance (excluding repairs, alterations and general maintenance paid by proceeds of insurance); (6) amortization (on a straight-line basis with a reasonable, market finance charge) of cost of acquiring and installing any system, apparatus, device, or equipment which is installed for the principal purpose of (i) reducing Operating Expenses (but the annual amortization included may not exceed the reasonably projected annual reduction), (ii) promoting safety (amortized as described above over a time period consistent with customary accounting practices of reputable owners of similar buildings employing sound, accepted accounting procedures) or (iii) complying with governmental requirements which become effective after the Commencement Date (amortized as described above over a time period consistent with customary accounting practices of reputable owners of similar buildings employing sound, acceptable accounting procedures); (7) cost of all insurance, including, but not limited to, cost of casualty, rental abatement and liability insurance, and insurance on Landlord's personal property, plus cost of all deductible payments made by Landlord in connection therewith; and (8) all taxes, assessments and governmental charges, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Project or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Project or its operation, excluding, however, taxes and assessments attributable to the personal property of other tenants, federal and state taxes on income, death taxes, franchise taxes, business license taxes, impact fees, any taxes imposed or measured on or by the income of Landlord from the operation of the Project and taxes attributable to an increased assessment resulting from a sale of the Project if such assessment does not accurately reflect the fair market value of the Project as compared to other comparable office projects; provided, however, that if at any time during the term of this lease, the present method of taxation or assessment shall 8 be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereon shall be discontinued and as a substitute therefor, or in lieu of (in whole or in part), taxes, assessments, levies, impositions or charges shall be levied, assessed or imposed, wholly or partially, as a capital levy or otherwise, on the rents received from the Project or the rents reserved herein or any part thereof, then such substitute taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed with respect to the Project, shall be deemed to be included within Operating Expenses; Landlord agrees to use commercially reasonable efforts to minimize real estate taxes applicable to the Project. Consultation, legal fees and costs resulting from any challenge of tax assessments as reasonably allocated by Landlord shall also be included in Operating Expenses. Landlord shall promptly apply as a credit to the next installments of rent accruing (or refund to Tenant in cash) Tenant's Percentage Share of any refund, rebate or return of taxes or assessments. In the event that the ad valorem tax assessment of the Property for any calendar year after the earlier of (i) the expiration of the initial term of this lease or (ii) any repeal or recession of the Tax Abatement Process (defined below) increases by more than five percent (5%) from the prior year's assessment, Tenant shall have the right to cause Landlord to contest or protest, through appropriate legal proceedings, such increased assessment. If Landlord elects not to challenge the tax assessment for the Project in any such year, Landlord shall notify Tenant at least thirty (30) days prior to the last date for filing any such challenge and Tenant shall have the right to file such challenge in Landlord's name. Landlord will cooperate with Tenant in connection with any such challenge. The cost of any such challenge by Tenant shall be borne by Tenant but, if Tenant is successful in obtaining a reduced assessment or tax refund, Tenant shall be entitled to recoup its reasonable out-of-pocket expenses from the refund before the refund is disbursed to the tenants of the Building (including Tenant) on a pro rata basis. Tenant may only contest the amount or validity of any real estate taxes by appropriate proceedings and only if the Project or any part thereof would not by reason of such postponement or deferment be in danger of being forfeited or lost. Landlord shall not be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings or any increased assessment of the Project which results from such proceeding, and Tenant shall indemnify and save harmless Landlord from any such costs or expenses incurred by Landlord during the term of this lease. It is agreed that Tenant will be responsible for ad valorem taxes on its personal property and on the value of the leasehold improvements in the Premises but only to the extent that the taxing authorities separately assess Tenant's leasehold improvements. (c) Notwithstanding the foregoing, Operating Expenses shall not include the following: (1) Costs associated with the operation of the business of the ownership or entity which constitutes "Landlord", as distinguished from the costs of building operations, including, but not limited to, partnership accounting, consulting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of any tenant may be in issue), costs of selling, syndicating, financing, mortgaging or 9 hypothecating any of Landlord's interest in the Building, costs of any disputes between Landlord and its employees (if any) not engaged in Building operations, disputes of Landlord with Building management, or outside fees paid in connection with disputes with other tenants; (2) Costs incurred in connection with the original construction of the Building (such as, but not limited to, impact fees) or in connection with any capital expenditure in the Building, including but not limited to the addition or deletion of floors, except as expressly set forth in Section 2.04(b)(6); (3) Costs of alterations or improvements to the Premises or the premises of other tenants (as compared to repairs or maintenance); (4) Depreciation, interest and principal payments on mortgages and other debt costs (directly related to financing the Project), if any; (5) Costs of correcting defects in or inadequacy of the initial design or construction of the Building; (6) Expenses directly resulting from the gross negligence and/or willful misconduct of Landlord, its agents, servants or employees; (7) Legal fees, space planners' fees, real estate brokers' leasing commissions, and advertising expenses incurred in connection with the development or leasing of the Building; (8) Costs for which Landlord is reimbursed by its insurance carrier or any tenant's insurance carrier (excluding deductibles); (9) Any bad debt loss, rent loss, or reserves for bad debts or rent loss; (10) The expense of any services provided to other tenants in the Building which are in excess of the services made available to Tenant under this lease; (11) Wages and salaries of management or supervising employees offsite above the level of senior property manager; the wages of any employee who does not devote substantially all of his or her time to the Building (such as senior property manager) shall be equitably apportioned among all projects for which such employee performed services based upon the time such employee spent on each project relative to the total time devoted by such employee to all projects; (12) Fines and penalties; (13) Amounts paid as ground rental by Landlord; (14) Any recalculation of or additional Operating Expenses actually incurred more than two (2) years prior to the year in which Landlord proposes that such costs be included; 10 (15) Capital expenditures required by Landlord's failure to comply with laws enacted before the date the Building's Certificate of Occupancy is validly issued; (16) Costs incurred by Landlord with respect to goods and services (including utilities sold and supplied to tenants and occupants of the Building) to the extent that Landlord is entitled to and actually receives reimbursement for such costs directly from such tenant(s); (17) Costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; (18) Costs incurred by Landlord for alterations which are considered capital improvements under generally accepted accounting principles, consistently applied, except as set forth in Section 2.04(b)(7) above; (19) Any costs paid to Landlord or to subsidiaries or affiliates of Landlord for services in the Building to the extent the same exceeds the costs of such services rendered by unaffiliated third parties on a competitive basis (solely to the extent of the costs in excess of competitive costs); (20) Rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature, except equipment not affixed to the Building which is used in providing janitorial or similar services and except for temporary rentals that are necessitated by an emergency; (21) Electric power costs for which any tenant directly contracts with the local public service company; (22) Expenses including, without limitation, legal, accounting or consulting fees in connection with third party Landlord/tenant disputes in the Building; (23) Any costs to repair or restore any portion of the Project following a condemnation or a casualty (except to the extent of a commercially reasonable deductible amount); (24) Any costs incurred by Landlord to correct any violation of any laws, ordinances, rules, regulations, permits or licenses in effect as of the Commencement Date of this lease; (25) Costs incurred to remove, encapsulate or remediate asbestos or any Hazardous Materials (as defined in Section 4.05(b)), except Hazardous Materials caused by Tenant or its agent or employees or except to the extent such expenses qualify for inclusion pursuant to Section 2.04(b)(6). (26) Costs associated with the development, leasing, landscaping, taxes, maintenance or sale of or any other costs attributable to pad sites, development sites or 11 any other nonProject areas within Perimeter Summit which are not common areas which benefit the Project. It is understood that Operating Expenses shall be reduced by all cash discounts, trade discounts, or quantity discounts received by Landlord or Landlord's managing agent in the purchase of any goods, utilities, or services in connection with the operation of the Building. In the calculation of any expenses hereunder, it is understood that no expense shall be charged in duplicate. Landlord shall use commercially reasonable efforts to effect an equitable proration of bills for services rendered to the Building and to any other property owned by Landlord. Landlord agrees to keep books and records showing the Operating Expenses in accordance with a system of generally accepted accounting practices consistently maintained on a year-to-year basis. (d) Notwithstanding any language contained herein to the contrary, Tenant hereby agrees that, during any calendar year in which the entire Building is not provided with Building Standard Services or is not at least ninety-five percent (95%) occupied on average throughout the calendar year, Landlord shall compute all Variable Operating Costs (defined below) for such calendar year as though the entire Building were provided with Building Standard Services and were ninety-five percent (95%) occupied. For purposes of this lease the term "Variable Operating Costs" shall mean any operating cost that varies with the level of occupancy of the Building (e.g. tenant utilities and tenant cleaning services, but the parties expressly agree that real estate taxes for the entire Project and janitorial and HVAC service to all unleased portions of the Building shall not be included in Variable Operating Expenses). In the event that Landlord excludes from "Operating Expenses" any specific costs billed to or otherwise incurred for the particular benefit of specific tenants of the Building, or to other buildings or projects within Perimeter Summit, Landlord shall have the right to increase "Operating Expenses" by an amount equal to the cost of providing standard services similar to the services for which such excluded specific costs were billed or incurred. In no event shall Landlord receive from all tenants of the Building more than one hundred percent (100%) of any Operating Expenses. (e) Landlord acknowledges and agrees that (i) Landlord has entered into a development bond financing arrangement (the "Tax Abatement Process") with the Development Authority of DeKalb County, a public body corporate and political of the State of Georgia (the "Development Authority"), whereby the Project will receive favorable ad valorem tax treatment in calendar years 2001 through and including 2016 with respect to DeKalb County, Georgia ad valorem taxes, and (ii) Tenant shall receive its Proportionate Share of any actual tax reduction, rebate or abatement (the "Tax Savings") based upon Tenant's Proportionate Share of the rentable area of the Building. Landlord hereby represents and warrants that the proposed Tax Savings are not conditioned or contingent upon Tenant assuring any initial or continued level of employed personnel occupying the Premises. In the event the Tax Abatement Process is completed and approved by DeKalb County, but is later rescinded, or if the Tax Abatement Process is not completed and approved by DeKalb County, then Landlord shall adjust Tenant's Additional Rental in each year during the initial term of this lease to reflect Tax Savings equal to the amounts referenced below in each calendar year: 12 Calendar Year Minimum Tax Savings - ------------- ------------------- (per annum per rentable square foot of rentable area in the Premises) 2001 (partial) $0.75 2002 $0.72 2003 $0.67 2004 $0.62 2005 $0.58 2006 $0.52 2007 $0.47 2008 $0.34 2009 $0.28 2010 $0.14 2011 $0.15 2012 $0.15 2013 $0.16 2014 $0.16 2015 $0.16 2016 (partial) $0.16 Tenant's minimum Tax Savings during any partial calendar year during the term of this lease shall be prorated by multiplying the minimum Tax Savings by a fraction, the numerator of which is the number of days in the term of this lease in such partial calendar year and the denominator of which is 364. Further, in the event that the Tax Abatement Process is not completed and approved by DeKalb County on or before November 15, 1999, then Tenant shall have the right to terminate this lease with written notice to Landlord on or before December 15, 1999, and Tenant shall have no further obligations or liabilities hereunder. (f) In the event that within eight (8) months after Tenant's receipt of Landlord's statement of Operating Expenses for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term "Operating Expenses" or that Landlord has erred in calculating the same in accordance with the terms and conditions of this lease, Tenant shall have the right to audit Landlord's books and records and dispute any portion of such statement in accordance with this paragraph. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant's exercise of such audit right within such 8-month period and a statement enumerating reasonably detailed reasons for Tenant's objections to the statement issued by Landlord (the "Audit Notice"). Within ten (10) business days of the receipt by Landlord of an Audit Notice, Landlord shall cause its property manager at the Building to meet with a designated employee of Tenant (the "Tenant Representative") to discuss the objections set forth in the Audit Notice in order to attempt to resolve the issues raised by Tenant in the Audit Notice. At least five (5) business days prior to such meeting, Landlord shall provide the Tenant Representative with reasonable access during normal business hours to Landlord's books and records at the Building relating to Operating Expenses for the calendar year in question. If, within thirty (30) days after Landlord's receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant's objections, then not later than fifteen (15) days after the expiration of 13 such 30-day period, Tenant shall notify Landlord if Tenant wishes to employ a nationally recognized certified public accounting firm ("Acceptable Accountants") to inspect and audit Landlord's books and records for the Building for the year in question. All costs and expenses of any such audit shall be paid by Tenant, unless such audit reveals (or it is ultimately determined by the Independent Accountant, as described below) that Landlord overstated Operating Expenses by five percent (5%) or more, in which case Landlord shall reimburse Tenant for Tenant's reasonable out-of-pocket expenses of such audit (up to the amount of Tenant's Percentage Share of such actual overcharge). Any audit performed pursuant to the terms of this section shall be conducted only by the Acceptable Accountants at the offices of Landlord's property manager at the Building during normal business hours and Landlord shall make its books and records conveniently available at the Building within ten (10) business days of Tenant's notice that it desires to perform such audit. If, based on such audit, Tenant believes that Landlord's statement includes improper charges for Operating Expenses for the year in question, Tenant shall notify Landlord, in writing, specifying the improper charges and including a copy of the audit. If Landlord disagrees with such determination, Landlord shall submit the dispute to any of the "Big-Five" accounting firms that is not then employed by Landlord or Tenant ("Independent Accountant") and shall notify Tenant, in writing, within thirty (30) days of receipt of Tenant's notice that Landlord has submitted such notice to an Independent Accountant. If Landlord fails to so notify Tenant within such 30-day period, Landlord shall be deemed to have agreed to such overcharge as set forth in Tenant's notice. Such Independent Accountant shall be asked to resolve the dispute within thirty (30) days. The decision of such Independent Accountant shall be final and binding on both Landlord and Tenant. If Landlord and Tenant agree (or are deemed to agree) pursuant to this paragraph that Tenant was overcharged or if the Independent Accountant determines that Tenant was overcharged, the overcharge amount, together with interest at the Interest Rate from the date Tenant paid the amount shown on Landlord's statement, shall be applied as a credit to the next installments of Base Rental and Tenant's Forecast Additional Rental due hereunder (or if the lease has expired, promptly to Tenant in cash). Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this section only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended; provided, however, if Tenant discovers overcharges in Landlord's statement, Tenant shall be entitled to audit any and all prior years' books and records with respect to the item(s) for which such overcharge is discovered. In the event that Tenant fails to notify Landlord within the foregoing 8-month period that Tenant objects to the statement of Operating Expenses, then Tenant's right to audit such year's statement of Operating Expenses shall be null and void. ARTICLE III ----------- Section 3.01 Services. Landlord shall furnish the following services to -------- Tenant during the term of this lease at levels and in types customary for first- class, high-rise buildings in the Perimeter Center submarket and as more particularly provided below ("Building Standard Services"): 14 (a) Hot and cold domestic water and one (1) common use men's and one (1) common use women's rest rooms and toilets on each floor of the Building with at least two (2) urinals, two (2) water closets and two (2) lavatories in each men's restroom and with at least four (4) water closets and two (2) lavatories in each women's restroom. (b) Subject to curtailment as required by governmental laws, rules or mandatory regulations, central heat and air conditioning in season, at such temperatures and in such amounts as are described in the Specifications (attached hereto as Exhibit M and by this reference made a part hereof), and on --------- such dates and at such times as are more particularly described on Exhibit E --------- attached hereto and incorporated herein. If requested by Tenant, Landlord will provide Tenant HVAC services (or ventilation only, at Tenant's election) on dates and during hours in excess of those described on Exhibit E and Landlord --------- shall charge Tenant Landlord's Cost for providing such services. Landlord agrees that Tenant may order HVAC service (or ventilation only, at Tenant's election) and Landlord will provide the same on a floor by floor basis. (c) Electric lighting service for all public areas and special service areas of the Building. (d) Janitor service shall be provided five (5) days per week, exclusive of holidays, in accordance with the specifications described in Exhibit I attached --------- hereto. If and to the extent requested by Tenant, above standard cleaning shall be charged to Tenant at Landlord's Cost (as that term is defined in Exhibit H). --------- (e) Access control for the Project comparable as to coverage, control and responsiveness (but not necessarily as to means for accomplishing same) to other similarly situated first-class multi-tenant office buildings in suburban Atlanta, Georgia; provided, however, unless Landlord is grossly negligent or willfully fails to obtain or implement such access control, Landlord shall not be liable to Tenant for, any liability or loss to Tenant, its agents, employees and visitors arising out of losses due to theft, burglary, or damage or injury to persons or property caused by persons gaining access to the Premises, and Tenant hereby releases Landlord from all liability for such losses, damages or injury. (f) Sufficient electrical capacity to operate (i) incandescent lights, typewriters, calculating machines, photocopying machines and other machines of similar low voltage electrical consumption (120/208 volts), provided that the total rated electrical design load for said lighting and machines of low electrical voltage shall not exceed two (2.00) watts per square foot of Usable Area (as defined in Exhibit C attached hereto); and (ii) lighting and equipment --------- of high voltage electrical consumption (277/480 volts), provided that the total rated electrical design loan for said lighting and equipment of high electrical voltage shall not exceed four (4.00) watts per square foot of Usable Area (each such rated electrical design load to be hereinafter referred to as the "Building Standard rated electrical design load"). Tenant shall be allocated Tenant's pro rata share of the Building Standard circuits provided on the floor(s) Tenant occupies. Landlord represents and warrants to Tenant that the on-floor electrical capacity is 8.00 watts per square foot of Usable Area such that Tenant shall have the right to access, subject to the terms and conditions below, an additional 2.00 watts per square foot of Usable Area above 15 the 6.00 watts per square foot provided above. Should Tenant's total rated electrical design load exceed the Building Standard rated electrical design load for either low or high voltage electrical consumption, or if Tenant's electrical design requires low voltage or high voltage circuits in excess of Tenant's share of the Building Standard circuits, Landlord will (at Tenant's expense) install one (1) additional high voltage panel and/or one (1) additional low voltage panel with associated transformer, space for which has been provided in the base building electrical closets based on a maximum of two (2) such additional panels per floor for all tenants on the floor (which additional panels and transformers shall be hereinafter referred to as the "additional electrical equipment"). If the additional electrical equipment is installed because Tenant's low or high voltage rated electrical design load exceeds the applicable Building Standard rated electrical design load, then a submeter shall also be added (at Tenant's expense) to measure the electricity used through the additional electrical equipment. The design and installation of any additional electrical equipment (or any related submeter) required by Tenant shall be subject to the prior approval of Landlord (which approval shall not be unreasonably withheld). All expenses incurred by Landlord in connection with the review and approval of any additional electrical equipment shall also be reimbursed to Landlord by Tenant. Tenant shall also pay on demand the actual submetered cost of electricity consumed through the additional electrical equipment (if applicable), plus any actual accounting expenses incurred by Landlord in connection with the submetering thereof. If any of Tenant's electrical equipment requires conditioned air in excess of Building Standard air conditioning, the same shall be installed by Tenant as part of Tenant's initial leasehold improvements (except for any electrical equipment associated with alterations, additions and modifications to the Premises which shall be governed by Section 5.01 hereof), and Tenant shall pay all design, installation, metering and Operating Expenses relating thereto. If Tenant requires that certain areas within Tenant's demised premises must operate in excess of the normal Building Operating Hours (as defined in Exhibit ------- E attached hereto), the electrical service to such areas shall be separately - - circuited and submetered such that Tenant shall be billed the costs associated with electricity consumed during hours other than Building Operating Hours; provided, however, that Landlord will not charge Tenant for after-hours electrical service based on routine, overtime work by individual employees and not as part of a formal "second" shift. (g) All Building Standard fluorescent bulb replacement in all areas and all incandescent bulb replacement in the common areas. (h) Non-exclusive multiple cab passenger service to the Premises during Building Operating Hours (as defined in Exhibit E) through not less than four --------- (4) cabs and at least one (1) cab passenger service to the Premises twenty-four (24) hours per day and non-exclusive freight elevator service during Building Operating Hours (all subject to temporary cessation for ordinary repair and maintenance and during times when life safety systems override normal building operating systems, but Landlord shall not take more than one (1) cab per elevator bank out of service at any one time during Building Operating Hours for routine maintenance) with such freight elevator service available at other times upon reasonable prior notice and the payment by 16 Tenant to Landlord of any additional expense actually incurred by Landlord in connection therewith. To the extent the services described in subsections 3.01(a), (b), (c), (f) and (h) above require electricity and water supplied by public utilities, Landlord's covenants thereunder shall only impose on Landlord the obligation to use its good faith, reasonable efforts to cause the applicable public utilities to furnish the same. Failure by Landlord to furnish the services described in this Section 3.01, or any cessation thereof, shall not render Landlord liable for damages to either person or property, nor be construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof, except as expressly provided in the paragraph below. Notwithstanding anything to the contrary contained in this lease, if Tenant cannot reasonably use all or any portion of the Premises for Tenant's intended business operations by reason of any interruption in the services to be provided by Landlord pursuant to subparagraphs (a), (b), (c), (f) and (h) above (and Tenant does not in fact use such portion of the Premises) and such condition exists for three (3) or more consecutive business days or five (5) or more business days within any thirty (30) day period, then Tenant's Base Rental, Tenant's Forecast Additional Rental and Tenant's Additional Rental shall be equitably abated thereafter for that portion of the Premises that Tenant is unable to use for Tenant's intended business operations until such service is restored to the Premises. Tenant shall not, however, be entitled to any abatement of rent if the interruption or abatement in service or the failure by Landlord to furnish such service is the result of force majeure or is the result of an interruption or abatement in service of a public utility (an "Unavoidable Interruption"), except if and to the extent Landlord's loss of such rents with respect to the Unavoidable Interruption is reimbursed by Landlord's insurance (or would have been reimbursed had Landlord carried rental loss insurance required by this lease). By way of example only, there shall be no abatement of rent if Landlord is unable to furnish water or electricity to the Premises if no water or electricity is then being made available to the Building by the supplying utility company or municipality, unless Landlord's loss of rents with respect to such Unavailable Interruption is or would have been reimbursed by Landlord's insurance as described in the previous sentence. At the time of the loss of service, Tenant must give written notice promptly to Landlord of the loss of service and its claim for abatement and Tenant only shall be entitled to abatement of Base Rental, Tenant's Forecast Additional Rental and Tenant's Additional Rental in proportion to the area rendered unusable. Landlord may prevent or stop abatement by providing substantially the same service in similar quality and quantity by temporary or alternative means until the cause of the loss of service can be corrected. If any such interruption in services, renders all or substantially all of the Premises unusable for one hundred twenty (120) or more consecutive days (and Tenant does not, in fact, use all or such portion of the Premises) then such interruption of service shall constitute a Major Casualty (as that term is defined in Section 6.03(b)) and Landlord and Tenant shall have all rights set forth in Section 6.03 at any time prior to the restoration of such services by Landlord. Notwithstanding the foregoing, Landlord shall only have the rights set forth in Section 6.03(b) if the event was an Unavoidable Interruption. Otherwise, Landlord shall not have the rights set forth in such section. Tenant shall not be entitled to the rent abatement and termination rights set forth above if the service interruption is caused by the act of omission of Tenant, its agents or employees. 17 Section 3.02 Keys and Locks. Landlord shall furnish Tenant with keys for -------------- each of Tenant's employees for each Building Standard lockset on code required doors entering the Premises from public areas as well as access cards for each of Tenant's employees for access to the Building. Replacement keys and access cards will be furnished by Landlord upon an order signed by Tenant and at Tenant's expense (which will be Landlord's actual cost). All such keys shall remain the property of Landlord. No additional locks shall be allowed on any door of the Premises without Landlord's permission, and Tenant shall not make or permit to be made any duplicate keys. Tenant shall, however, have the right to install card key access systems for the Premises so long as Tenant furnishes to Landlord at all times a master access card to all of the Premises, except to Secure Areas (as defined below). Landlord shall cooperate with Tenant, at no cost to Landlord, to ensure Tenant's access system(s) is compatible with the access system for the Building. Upon termination of this lease, Tenant shall surrender to Landlord all access cards and keys to any locks on doors entering or within the Premises, and give to Landlord the explanation of the combination of all locks for safes, safe cabinets and vault doors, if any, in the Premises. Section 3.03 Graphics, Building Directory and Name. Landlord shall provide ------------------------------------- and install strips (based on the ratio that the rentable area of the Premises bears to the total rentable area of the Building) containing a listing of Tenant's name and such other information as Tenant shall reasonably require on the Building directory board to be placed in the main lobby of the Building. All such letters and numerals shall be in the Building Standard graphics. Tenant agrees that Landlord shall not be liable for any inconvenience or damage occurring as a result of any error or omission in any directory or graphics. Landlord hereby agrees that Tenant may install as part of its initial leasehold improvements (and as part of the improvements for any expansion space), signs in the elevator lobbies of full floors occupied by Tenant and adjacent to (or on the door of) the entrances to the Premises which signs shall be limited to identifying the name of Tenant. Such signs shall be of the size, materials and graphics and shall be located as shown on Exhibit L. No other signs, numerals, --------- letters or other graphics shall be used or permitted on the exterior of, or may be visible from outside, the Premises, unless approved in writing by Landlord, which approval will not be unreasonably withheld, conditioned or delayed. Section 3.04 Parking. Subject to compliance with all reasonable rules and ------- regulations imposed by Landlord with respect to access to and use of the Parking Facility, Tenant's occupancy shall include the use of four (4) parking spaces per 1,000 rentable square feet of space then leased to Tenant pursuant to the terms of this lease including, without limitation, any space added to the Premises pursuant to Tenant's expansion rights and rights of first offer set forth in Exhibit H attached hereto (rounded to the nearest whole space). Tenant --------- will be issued access cards in the amount of one hundred ten percent (110%) of the number of its permitted spaces allocated to Tenant under this paragraph so long as Tenant is not using in excess of the permitted number spaces. In the event that Tenant uses more than its allocated spaces set forth above, Landlord shall have the right to revoke the excess number of access cards and Tenant shall promptly surrender the same to Landlord in the event that Tenant does not cure such overuse within ten (10) days after written notice to Tenant by Landlord (notwithstanding the foregoing, Landlord shall only be obligated to notify Tenant of such default twice in any twelve (12) month period; thereafter, Landlord shall have the right to immediately revoke Tenant's excess number of access cards). Each access card constitutes a nonexclusive license to park one (1) designated 18 automobile on a non-reserved basis in a non-reserved parking space in the Parking Facility. All parking spaces in the Parking Facility shall be used in common with other tenants, invitees and visitors of the Building. Landlord will provide an adequate number of marked visitor spaces convenient to the Building entrance. Landlord will use reasonable efforts to prevent tenants' employees from parking in the visitor spaces. Landlord shall have the right to control access to the Parking Facility, remove improperly parked automobiles and require that the designated automobile display decals or other evidence of its right to use the Parking Facility. Landlord may designate an independent contractor to operate the Parking Facility, by lease or otherwise, which will have the right to exercise Landlord's rights hereunder, and Landlord shall have no liability whatsoever for the acts or omissions of such contractor. Landlord shall have the right, but not the duty, to assign parking spaces to tenants of the Building. If Landlord elects to assign spaces, Tenant will be entitled to its pro rata share and Landlord and Tenant shall agree as to the location of such assigned spaces. ARTICLE IV ---------- Section 4.01 Care of Premises. Tenant shall not commit or allow to be ---------------- committed by Tenant's employees, agents or contractors, any waste or damage to any portion of the Premises, the Project or Perimeter Summit. Upon the expiration or any earlier termination of this lease, Tenant shall surrender the Premises to Landlord in as good condition as existed on the date of possession by Tenant, ordinary wear and tear, damage by casualty or condemnation and conditions which are Landlord's obligation to repair excepted. Upon such expiration or termination of this lease, Landlord shall have the right to re- enter and resume possession of the Premises immediately. Section 4.02 Entry for Repairs and Inspection. Upon at least twenty-four -------------------------------- (24) hours prior notice (except in connection with daily janitorial services and routine maintenance and except in emergencies), Tenant shall permit Landlord and its contractors, agents or representatives to enter into and upon any part of the Premises (other than Secure Areas, as described below) during reasonable hours to inspect or clean the same, or make repairs, alterations or additions thereto. Tenant shall have the right to have an employee of Tenant accompany Landlord except in connection with daily janitorial services and routine maintenance and except in emergencies. In addition, upon at least 24 hours prior written notice to Tenant, Landlord may enter the Premises (other than the Secured Areas) for the purpose of showing the same to prospective tenants (but only during the last year of the term of this lease) or purchasers and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof. Landlord shall use its reasonable efforts not to interfere materially with the operation of Tenant's business during any such entry. Tenant shall have the right to designate certain areas ("Secure Areas") to which Landlord shall have no right of access except (i) as permitted by Tenant in its sole discretion with the accompaniment of a employee of Tenant at all times, or (ii) as necessary in connection with a health or safety emergency. Landlord will not be obligated to provide janitorial or repair services to the Secure Areas unless Tenant allows Landlord to gain the necessary access. Section 4.03 Nuisance. Tenant shall conduct its business and shall use reasonable efforts to control its agents, employees, invitees, contractors and visitors in such a manner as not 19 to create any substantial, unreasonable nuisance, or substantially interfere with, annoy or disturb any other tenant or Landlord in its operation of the Project. Section 4.04 Laws and Regulations; Rules of Building. Tenant shall comply --------------------------------------- with, and Tenant shall use all reasonable efforts to cause its employees, contractors, agents, invitees and visitors to comply with all laws, ordinances, orders, rules and regulations of all state, federal, municipal and other governmental or judicial agencies or bodies relating to the use, condition or occupancy of the Premises and the rules of the Building reasonably adopted and altered by Landlord from time to time for the safety, care and cleanliness of the Premises and Building, subject to the limitations set forth in the last sentence of this Section 4.04. The initial rules of the Building are attached hereto and incorporated herein as Exhibit F. Landlord shall employ its good --------- faith efforts to apply such rules in a consistent and even-handed manner as to all tenants of the Building. Landlord agrees that such rules and regulations shall be designed to cause the Building to be operated as a first-class office building. Landlord may make reasonable additions to and amendments of such rules and regulations so long as Tenant's use and enjoyment of, or access to, the Premises is not materially, adversely affected. Section 4.05 Legal Use and Violations of Insurance Coverage. Except as ---------------------------------------------- provided in Section 1.03 above, Tenant shall not occupy or use the Premises, or permit any portion of the Premises to be occupied or used, for any business or purpose which is unlawful or deemed to be hazardous in any manner, or permit anything to be done which would in any way increase the rate of fire, liability, or any other insurance coverage on the Project or its contents. Section 4.06 Compliance with Legal Requirements. ---------------------------------- (a) As used in this lease, "Legal Requirements" shall mean any applicable law, statute, ordinance, order, rule, regulation, decree or requirement of a Governmental Authority, and "Governmental Authority" shall mean the United States, the state, county, city and political subdivisions in which the Project is located or which exercises jurisdiction over the Project, and any agency, department, commission, board, bureau or instrumentality of any of them which exercises jurisdiction over the Project. Tenant shall comply with (and shall indemnify Landlord for Tenant's failure to comply with), and shall use all reasonable efforts to cause its employees, contractors and agents to comply with, and shall use diligent efforts to cause its customers, visitors and invitees to comply with, all Legal Requirements relating to the use, condition or occupancy of the Premises (including, without limitation, the Americans with Disabilities Act ("ADA"), all Legal Requirements applicable to Tenant's business and operations in the Premises and all orders and requirements imposed by any Health Officer, Fire Marshall, Building Inspector or other Governmental Authority). Notwithstanding the foregoing, Landlord shall be obligated to deliver the Base Building Condition (as described in Exhibit C) to Tenant in --------- compliance with all Legal Requirements, and Landlord shall be obligated, at Landlord's sole expense, to remedy any violations of Legal Requirements in the Base Building Condition including, without limitation, the ADA, that exist at the time the Premises are delivered to Tenant. Tenant shall be obligated to construct its initial leasehold improvements in accordance with all applicable laws, including ADA, After the Commencement Date, Tenant shall only be required to make interior, non-structural alterations or improvements to the Premises to comply with Legal Requirements. If any such alterations or improvements are structural in nature or affect Building systems, Landlord shall be obligated to comply with such Legal Requirements, at 20 Landlord's expense, subject to Landlord's right to include the cost thereof in Operating Expenses if and to the extent permitted by the terms of this lease. (b) Without limiting the provisions of the foregoing, Tenant shall comply with all applicable Legal Requirements regarding the environment (the "Environmental Laws"), including without limitation the application for and maintenance of all required permits, if any, the submittal of all notices and reports, if any, proper labeling, training and record keeping, and timely and appropriate response to any Release (defined below) or other discharge of a substance under Environmental Laws. In no way limiting the generality of the foregoing, Tenant shall not cause or permit the use, generation, storage, Release or disposal in or about the Premises or the Project of any substances, materials or wastes subject to regulation under Legal Requirements from time to time in effect concerning hazardous, toxic or radioactive materials (collectively, the "Hazardous Materials"), unless Tenant shall have received Landlord's prior written consent, which consent Landlord may withhold or revoke at any time in its sole discretion; provided, however, nothing herein shall be deemed to prohibit Tenant's use of cleaning materials and office supplies that may be considered Hazardous Materials in the ordinary course of Tenant's business if such items are used in strict compliance with all applicable Legal Requirements. Additionally, Tenant shall not permit to be present upon the Premises, or contained in any transformers or other equipment thereon, any PCB's. "PCB" means any oil or other substance containing polychlorinated biphenyl (as defined in 40 CFR 761.3). Tenant shall not permit any asbestos, or any structures, fixtures, equipment or other objects or materials containing asbestos on the Premises. Tenant shall immediately notify Landlord of the presence of any Reportable Quantity (defined below) of a Hazardous Material on or about the Premises. As used in this lease, "Reportable Quantity" shall mean that amount defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, pertinent regulations thereunder or other relevant Environmental Laws. Landlord shall comply with all Environmental Laws with respect to its operation of the Project. Landlord shall not cause or knowingly permit the use, generation, storage, Release, disposal in or about the Project, or any portion thereof, of any Hazardous Materials. Landlord shall not permit the use of any Hazardous Materials including, without limitation, asbestos, in the construction of any portion of the Project; provided, however, nothing herein shall be deemed to prohibit Landlord's use of ordinary construction materials, cleaning materials or other such supplies that may be considered Hazardous Materials in the ordinary course of the construction of the Project or the operation of the Project, if such items are used in strict compliance with all applicable Legal Requirements. (c) Tenant shall indemnify, protect, defend (with counsel reasonably approved by Landlord) and hold Landlord, and the directors, officer, shareholders, employees and agents of Landlord, harmless from any and all obligations, claims, administrative proceedings, judgments, damages, fines, costs, and liabilities, including reasonable attorneys' fees (collectively, the "Environmental Costs") that arise directly or indirectly from Tenant's violation of the covenants set forth in Section 4.06(b) above and Tenant shall promptly reimburse Landlord for all such Environmental Costs incurred by Landlord. Landlord shall indemnify, protect, defend (with counsel reasonably approved by Tenant) and hold Tenant, and the directors, officer, 21 shareholders, employees and agents of Tenant, harmless from any and all Environmental Costs that arise directly or indirectly from Landlord's violation of the covenants set forth in Section 4.06(b) above and Landlord shall promptly reimburse Tenant for all such Environmental Costs incurred by Tenant. As used in this lease, "Release" shall mean spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment (including the abandonment or discarding of barrels, containers and other closed receptacles). Without limiting the generality of the foregoing, there shall be included in Environmental Costs, capital, operating, and maintenance costs incurred in connection with any investigation or monitoring of site conditions, any clean up, containment, remedial, removal or restoration work required or performed by any federal, state or local governmental agency or political subdivision or performed by any nongovernmental entity or person. Section 4.07 Electronic Requirements. ----------------------- (a) Tenant may, in a matter consistent with the provisions and requirements of this lease, install, maintain, replace, remove or use any communications or computer or other electronic service wires, cables and related devices (collectively, the "Lines") at the Building in or serving the Premises, provided: (i) Tenant shall obtain Landlord's prior written consent, which consent may be conditioned as reasonably required by Landlord, (ii) if Tenant at any time uses any equipment that may create an electromagnetic field exceeding the normal insulation ratings of ordinary twisted pair riser cable or may cause radiation higher than normal background radiation, the Lines therefor (including riser cables) shall be appropriately insulated to prevent such excessive electromagnetic fields or radiation, and (iii) Tenant shall pay all costs in connection therewith. Landlord reserves the right to require that Tenant remove any Lines which are installed in violation of these provisions. Tenant shall not, without the prior written consent of Landlord in each instance, grant to any third party a security interest or lien in or on the Lines, and any such security interest or lien granted without Landlord's written consent shall be null and void. (b) As used herein "Electronic Services Provider" means a business which provides telephone, telegraph, telex, video, other telecommunications or other services which permit Tenant to receive or transmit information by the use of electronics and which require the use of wires, cables, antennas or similar devices in or on the Building. The services of Electronic Services Providers are sometimes referred to herein as "Electronic Services." (c) Landlord shall have no obligation (i) to install any Electronic Services equipment or facilities, (ii) to make available to Tenant the services of any particular Electronic Services Provider, (iii) to allow any particular Electronic Services Provider access to the Building, or (iv) to continue to grant access to an Electronic Services Provider once such provider has been given access to the Building. Landlord may (but shall not have the obligation to): (x) install new Lines at the property, (y) create additional space for Lines at the property, and (z) adopt reasonable and uniform rules and regulations with respect to the Lines. (d) Tenant acknowledges and agrees that all Electronic Services desired by Tenant shall be ordered and utilized at the sole expense of Tenant. Unless Landlord otherwise requests or consents in writing, all of Tenant's Electronic Services equipment shall be and remain solely 22 in the Tenant's Premises and the telephone closet(s) on the floor(s) on which Tenant's Premises is located, in accordance with rules and regulations adopted by Landlord from time to time. Unless otherwise specifically agreed to in writing, Landlord shall have no responsibility for the maintenance of Tenant's Electronic Services equipment, including Lines, nor for any Lines or other infrastructure to which Tenant's Electronic Services equipment may be connected. Tenant agrees that, to the extent any Electronic Services are interrupted, curtailed or discontinued, Landlord shall have no obligation or liability with respect thereto and it shall be the sole obligation of Tenant at its own expense to obtain substitute service. Except to the extent arising from the intentional or grossly negligent acts of Landlord or Landlord's agents or employees, Landlord shall have no liability for damages arising from, and Landlord does not warrant that Tenant's use of any Lines will be free from the following (collectively, the "Line Problems"): (i) any eavesdropping or wire-tapping by unauthorized parties, (ii) any failure of any Lines to satisfy Tenant's requirements, or (iii) any shortages, failures, variations, interruptions, disconnections, loss or damage caused by the installation, maintenance, replacement, use or removal of Lines by or for other tenants or occupants at the property. Under no circumstances shall any Line Problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from performance of Tenant's obligations under this lease. Landlord in no event shall be liable for damages by reason of loss or profits, business interruption or other consequential damage arising from any Line Problems. (e) So long as Landlord does not materially interfere with the conduct of Tenant's business in the Premises (except in the case of an emergency), Landlord shall have the right, upon reasonable prior notice to Tenant, to interrupt or turn off Electronic Services facilities in the event of emergency or as necessary in connection with maintenance, repairs or construction at the Building or installation of Electronic Services equipment for other tenants in the Building or on account of violation by the Electronic Services Provider or owner of the Electronic Services equipment of any obligation to Landlord or in the event that Tenant's use of the Electronic Services infrastructure of the Building materially interferes with the Electronic Services of other tenants in the Building. (f) Any and all Electronic Services equipment installed in the Tenant's Premises or elsewhere in the Building by or on behalf of Tenant, including Lines, or other facilities for Electronic Services reception or transmittal, shall be removed prior to the expiration or earlier termination of the lease term, by Tenant at its sole cost or, at Landlord's election, by Landlord at Tenant's sole cost, with cost thereof to be paid as additional rent. Landlord shall have the right, however, upon written notice to Tenant given no later than thirty (30) days prior to the expiration or earlier termination of the lease term (except that the notice period shall extend to thirty (30) days beyond the date of termination of the lease if it is terminated by either party due to a default by the other), to require Tenant to abandon and leave in place, without additional payment to Tenant or credit against rent, any and all Electronic Services, Lines and related infrastructure, or selected components thereof, whether located in the Tenant's Premises or elsewhere in the Building. (g) In the event that Tenant wishes at any time to utilize the services of an Electronic Services Provider whose equipment is not then servicing the Building, no such Electronic Services Provider shall be permitted to install its Lines or other equipment within the Building without first securing the prior written approval of Landlord. Landlord's approval shall not be deemed any kind of warranty or representation by Landlord, including, without limitation, any 23 warranty or representation as to the suitability, competence, or financial strength of the Electronic Services Provider. Without limitation of the foregoing standard, unless all of the following conditions are satisfied to Landlord's satisfaction, it shall be reasonable for Landlord to refuse to give its approval: (i) Landlord shall incur no current expense or risk or future expense whatsoever with respect to any aspect of the Electronic Services Provider's provision of its Electronic Services, including without limitation, the costs of installation, materials and services; (ii) prior to commencement of any work in or about the Building by the Electronic Services Provider, the Electronic Services Provider shall supply Landlord with such written indemnities, insurance, financial statements, and such other items as Landlord reasonably determines to be necessary to project its financial interests and the interests of the Building relating to the proposed activities of the Electronic Services Provider; (iii) the Electronic Services Provider agrees to abide by such rules and regulations, Building and other codes, job site rules and such other requirements as are reasonably determined by Landlord to be necessary to protect the interests of the Building, the Tenants in the Building and Landlord, in the same or similar manner as Landlord has the right to protect itself and the Building with respect to proposed alterations as described in Article IX of this lease; (iv) Landlord reasonably determines that, considering other potential uses for space in the Building, there is sufficient space in the Building for the placement of all of the Electronic Services Provider's equipment, conduit, Lines and other materials; (v) the Electronic Services Provider agrees to abide by Landlord's requirements, if any, that the Electronic Services Provider use existing Building conduits and pipes or use Building contractors (or other contractors approved by Landlord); (vi) Landlord in good faith, to reasonably compensate it for space used in the Building for the storage and maintenance of the Electronic Services Provider's equipment, for the fair market value of the Electronic Services Provider's access to the Building, for the use of common or core space within the Building and the costs which may reasonably be expected to be incurred by Landlord; (vii) the Electronic Services Provider agrees to deliver to Landlord detailed "as built" plans immediately after the installation of the Electronic Services Provider's equipment is complete; and (vii) all of the foregoing matters are documented in a written license agreement between Landlord and the Electronic Services Provider, the form and content of which is reasonably satisfactory to Landlord. (h) Notwithstanding any provision of the proceeding paragraphs to the contrary, the refusal of Landlord to grant its approval to any prospective Electronic Services Provider shall not be deemed a default or breach by Landlord of its obligation under this lease unless and until Landlord is adjudicated to have acted recklessly or maliciously with respect to Tenant's request for approval, and in that event, Tenant shall still have no right to terminate the lease or claim an entitlement to rent abatement, but may as Tenant's sole and exclusive recourse seek a judicial order of specific performance compelling Landlord to grant its approval as to the prospective provider in question. The provisions of this paragraph may be enforced solely by Tenant and Landlord, are not for the benefit of any other party, and specifically but without limitation, no telephone or other Electronic Services Provider shall be deemed a third party beneficiary of this lease. (i) Tenant shall not utilize any wireless Electronic Services equipment (other than usual and customary cellular telephones), including antennae and satellite receiver dishes, within the Tenant's Premises, within the Building or attached to the outside walls or roof of the 24 Building, without Landlord's prior written consent. Such consent may be conditioned in such a manner so as to protect Landlord's financial interests and the interests of the Building, and the other tenants therein, in a manner similar to the arrangements described in the immediately preceding paragraphs. (j) Notwithstanding anything in this Section 4.07 to the contrary, Landlord hereby agrees that (i) Tenant shall have the right to designate one (1) Electronic Service Provider who shall be given reasonable access to the Building and the Premises for its Lines (provided, however, Tenant agrees that the Electronic Service Provider non-Line equipment shall be located in telephone closet(s) on Tenant floors), and (ii) so long as such Electronic Service Provider does not provide Electronic Services to any other tenant in the Building and does not require any additional areas in the Building for providing Electronic Services then Landlord shall not charge any fee to such Electronic Service Provider for its Lines serving Tenant and the Premises. ARTICLE V --------- Section 5.01 Leasehold Improvements. ---------------------- (a) Tenant hereby agrees that the provisions of Exhibit D shall govern the --------- construction of Tenant's initial leasehold improvements. (b) Landlord hereby agrees to construct the Project in a commercially reasonable and diligent manner substantially in accordance with the Building Plans (as that term is defined in Exhibit D). --------- In the event that the construction of the Project has not achieved any one or more of the milestone events (a "Milestone Event") by the milestone date (all as shown on Exhibit K) (a "Milestone Date"), subject to force majeure --------- (subject, however, to the limitation described below), then Tenant shall have the right to terminate this lease by written notice to Landlord. Such termination right shall be exercised, if at all, by Tenant by written notice to Landlord within fifteen (15) days after the applicable Milestone Date. In the event that Tenant terminates this lease pursuant to the terms of this subparagraph (b), then Landlord shall pay to Tenant, within 10 days after Landlord's receipt of Tenant's termination notice, the applicable termination fee which corresponds to the particular Milestone Event, all as shown on Exhibit ------- K. - - In the event that the Landlord Floor Delivery Date has not occurred on or before December 15, 2000 (the "Drop Dead Date"), then Tenant shall have the right to terminate this lease by notice to Landlord at any time after the Drop Dead Date. The Drop Dead Date is not subject to postponement due to force majeure. In the event that Tenant terminates this lease pursuant to the terms of this paragraph then Landlord shall pay to Tenant, within 10 days after Landlord's receipt of Tenant's termination notice, a termination fee of $500,000.00. In the event that Tenant terminates this lease pursuant to the terms of this subparagraph (b), Tenant then shall be immediately released from any further obligations and liabilities under this lease and if and to the extent Landlord has complied with Landlord's covenant set forth in first grammatical paragraph of this subparagraph (b) then upon payment by Landlord to Tenant of the applicable termination fee, Landlord shall be released from all such 25 liabilities and obligations under this lease and Landlord shall not be liable to Tenant for any further claims, causes of actions, damages or expenses relating to this lease and the nonperformance of Landlord's obligations hereunder. In the event the Landlord Floor Delivery Date does not occur on or before the Drop Dead Date and Tenant elects not to terminate this lease as provided above, then Tenant shall be entitled to a rental abatement equal to the Holdover Premium (as defined below) for each day that elapses between the Drop Dead Date and the actual Landlord Floor Delivery Date (which rental abatement shall commence upon the actual Commencement Date with respect to the lease and shall be offset against the first Base Rental and Tenant's Forecast Additional Rental due under this lease until fully utilized by Tenant). The Holdover Premium shall mean (i) any increases in rent and operating expenses incurred by and paid by Tenant during any period after April 1, 2001 under that certain lease dated October 23, 1989, last revised by Tenth Amendment dated June 16, 1999, with respect to certain office premises in the Terraces Building(s) (the "Existing Premises"), Atlanta, Georgia (the "Existing Lease"), in excess of rent and operating expenses incurred by and paid by Tenant for the month of December, 2000, with respect to the Existing Lease and, or (ii) if and to the extent that Tenant is dispossessed from or is otherwise forced to relocate from the Existing Premises, then all reasonable out-of-pocket expenses incurred by Tenant in relocating to another facility or facilities, plus the difference between the rent and operating expenses incurred and paid by Tenant at such new location(s) and the rent and operating expenses incurred and paid by Tenant for the month of December, 2000, with respect to the Existing Lease. Landlord acknowledges that the Holdover Premium incurred by Tenant under the Existing Lease may not be calculated under the Existing Lease on a day-for-day basis but rather Tenant may be liable under the Existing Lease for a Holdover Premium which accrues under the Existing Lease on a monthly basis. The Holdover Premium shall not exceed $2,000,000 in the aggregate. In consideration of the rent abatement under this lease equal to the Holdover Premium, Tenant hereby agrees that (a) Tenant shall not amend or modify the Existing Lease or consent to or approve any amendment or modification to the Existing Lease relating to the expiration thereof or rent to be paid by Tenant after April 1, 2000, without the prior written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed, and (b) Tenant shall use commercially reasonable efforts to minimize the Holdover Premium; provided, however, neither of the foregoing covenants shall require Tenant to relocate from the Existing Premises to another facility. In the event that Tenant receives such an abatement of rent pursuant to the foregoing terms, the term of this lease shall be extended one (1) day for each day of total rent abatement Tenant receives such that Tenant shall pay fifteen (15) years of all rent due hereunder. Solely for purposes of this subparagraph (b) of Section 5.01, delays in Landlord's performance due to force majeure shall be limited to a maximum of sixty (60) days. In the event of the occurrence of force majeure which force majeure delays Landlord's completion of a Milestone Event, Landlord shall promptly notify Tenant in writing of such occurrence and shall state the affected event, the nature of the force majeure occurrence, the number of days Landlord's performance is delayed, and the new, modified Milestone Date for such Milestone Event. (c) Except for Permitted Alterations (as defined below), Tenant shall not make or allow to be made any improvements, alterations or physical additions in or to the Premises, or place 26 safes, vaults or other heavy furniture or equipment within the Premises, without first obtaining the written consent of Landlord which consent shall not be unreasonably withheld so long as said alterations are not unsightly from outside the Premises. Tenant shall deliver to Landlord a copy of the "as-built" plans and specifications for all alterations or physical additions so made in or to the Premises. Notwithstanding the foregoing, Tenant shall have the right to make non-structural, non-MEP (mechanical, electrical, plumbing) alterations (including painting and carpeting) without the consent of Landlord ("Permitted Alterations"), so long as (i) Tenant notifies Landlord in writing of its intention to do such work at least ten (10) days prior to the initiation of such work, (ii) Tenant provides to Landlord a copy of plans and specifications for such work, a construction schedule and a list of contractors and subcontractors, (iii) such alterations do not cause excessive loads on the Building and its systems and are not visible from the exterior of the Premises, and (iv) Tenant obtains and furnishes to Landlord any required building permits and certificates of occupancy. Subject to Landlord's reasonable prior approval of such improvements as part of Tenant's Construction Documents, Landlord hereby acknowledges and agrees that Tenant shall be entitled to make improvements to the portion of the Building fire stairways that connect any floors occupied solely by Tenant. Such improvements may include, without limitation, paint, wallcoverings, carpeting or other floor covering, decorative railing, upgraded lighting and upgraded ceilings. Any and all such improvements shall be subject to compliance with applicable Building code requirements. (d) Approval by Landlord of any of Tenant's drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to the Premises or the Project shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Any and all furnishing, equipping and improving of or other alteration and addition to the Premises shall be: (i) made at Tenant's sole cost, risk and expense; (ii) performed in a good and workmanlike manner with labor and materials of such quality reasonably customary for first-class office buildings; (iii) constructed in accordance with all plans and specifications approved in writing by Landlord prior to the commencement of any such work (except for Permitted Alterations); (iv) prosecuted diligently and continuously to completion so as to minimize any interference with the normal business operations of other tenants in the Building, the performance of Landlord's obligations under this lease or any mortgage or ground lease covering or affecting all or any part of the Building or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; (v) performed by contractors approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed; and (vi) Tenant shall obtain and furnish Landlord with a copy of the DeKalb County building permit and certificate of occupancy if required for any such improvement. Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the "as- 27 built" or final plans and specifications for all alterations or physical additions so made in or to the Premises (except for Permitted Alterations) within thirty (30) days of completing the work. (e) All alterations, physical additions, modifications or improvements in or to the Premises (including fixtures) shall, when made, become the property of Landlord and shall be surrendered to Landlord upon termination or expiration of this lease or termination of Tenant's right to occupy the Premises, whether by lapse of time or otherwise, without any payment, reimbursement or compensation therefor; provided, however, that (i) Tenant shall retain title to and shall remove from the Premises movable equipment or furniture owned by Tenant and (ii) Tenant repairs any damage caused thereby. Notwithstanding any of the foregoing to the contrary, Landlord shall have the right to require Tenant to remove any fixtures or leasehold improvements, alterations, additions or improvements including, without limitation, Tenant's initial improvements to the Premises which are of a type not customary for normal office buildout (e.g., raised flooring, safes or vaults, dining rooms) including, without limitation, any cabling located outside of the Premises which shall include any cabling in the Building risers, chase, or between floors; provided, however, Landlord may only require such removal upon expiration or earlier termination of this lease if Landlord notified Tenant at the time Landlord approved Tenant's plans that removal would be required. Landlord shall not have the right to require Tenant to remove standard office cabling or other computer or communication wiring that is located solely in the Premises. If Tenant does not remove such alterations, additions or improvements which Landlord is entitled to and requires Tenant to remove, Landlord has the right to remove the same at Tenant's sole cost and expense. (f) Tenant shall indemnify and hold Landlord harmless from and against all costs (including reasonable attorneys' fees and costs of suit), losses, liabilities, or causes of action arising out of or relating to any alterations, additions or improvements made by Tenant to the Premises, including, but not limited to, any mechanics' or materialmen's liens asserted in connection therewith. (g) Tenant shall have no power to act or make any contract that may create or be the foundation for any lien, mortgage or other encumbrance upon the reversion or other estate of Landlord, the Project or the Premises. Should any mechanic's or other liens, however, be filed against any portion of the Project by reason of Tenant's acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be cancelled or discharged of record by bond or otherwise within thirty (30) days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens by bonding in accordance with Georgia law, within said thirty (30)-day period, Landlord may, at its sole option, cancel or discharge the same and upon Landlord's demand, Tenant shall promptly reimburse Landlord for all reasonable costs incurred in canceling or discharging such liens. Section 5.02 Repairs by Landlord. Subject to inclusion of the costs in ------------------- Operating Expenses (to the extent permitted by Article II above), Landlord shall maintain in good order and repair, subject to normal wear and tear and damage by casualty or condemnation, the roof, foundation, all structural portions (wherever located) of the Building, the exterior walls of the Building (including glass), the Building mechanical, electrical, plumbing and HVAC systems, the Parking Facility, all driveways and accessways within the Project, and all driveways, 28 accessways and landscaped in Perimeter Summit which are owned or controlled by Landlord or its affiliates which are reasonably necessary for access from any and all public streets to the Project. Notwithstanding the foregoing obligation, the cost of any repairs for maintenance to the foregoing necessitated by the intentional acts or negligence of Tenant, its agents or employees, cost of which is not covered by insurance of the type required to be carried by Landlord under this lease, shall be borne solely by Tenant and Tenant shall promptly reimburse Landlord for Landlord's Cost relating to such repair or maintenance. Section 5.03 Repairs by Tenant. Subject to Landlord's obligations in ---------------- Section 5.02, Tenant shall at its own cost and expense, keep the Premises and all leasehold improvements in a condition similar to the condition as of the Commencement Date, normal wear and tear and damage by casualty or condemnation excepted. If Tenant fails to commence any such repairs to the Premises and leasehold improvements within ten (10) business days after written notice from Landlord to Tenant and thereafter diligently proceed with such repair work until completion, Landlord may, at its option, make such repairs or any replacements deemed necessary by Landlord, and Tenant shall pay to Landlord on demand Landlord's cost with respect to such repairs by Landlord. Section 5.04 American with Disabilities Act of 1990. So long as Landlord -------------------------------------- delivers the Base Building Condition of the Premises to Tenant in compliance with all applicable rules, regulations, laws and ordinances, Tenant hereby agrees to be responsible, at its sole cost and expense, for the compliance of the Premises, after the Commencement Date, with all rules, regulations, laws and ordinances including, without limitation, the Americans with Disabilities Act of 1990, as amended (the "ADA"). Landlord hereby agrees to be responsible, at its sole cost and expense (subject to reimbursement by tenants of the Building including Tenant as provided elsewhere in this lease) for the compliance of the Building and Common Areas with all such rules, regulations, laws and ordinances. If it is determined that the interior, nonstructural portions of the Premises are not in compliance with the ADA to at least the minimum extent required under regulations then in effect, Tenant, as its sole obligation, shall cause the interior, nonstructural portions of the Premises to comply. With respect to the bathrooms to be located in the Premises, Landlord shall cause such bathrooms to be constructed in compliance with the ADA, at Landlord's sole cost and expense. Tenant shall thereafter be responsible for such bathroom's compliance with modifications or additions to the ADA which occur after the Completion Date. With regard to the Building and Common Areas, if the Building and Common Areas are in unlawful noncompliance with the applicable requirements of the ADA, then Landlord shall cause such areas to no longer be in such unlawful noncompliance. If the unlawful non-compliance of the Building or Common Areas results from a violation of ADA as it existed as of the Completion Date, the cost of causing such areas to no longer be in non-compliance shall be borne solely by Landlord. If such unlawful non-compliance results from a modification or addition to ADA enacted from and after the Completion Date, the cost of causing such areas to no longer be in non-compliance may be included in Operating Expenses, to the extent permitted by Article II of this lease. The allocation of responsibility for ADA compliance between Landlord and Tenant and the respective obligations of each shall supersede any other provisions of this lease that may contradict or otherwise differ from the requirements of this Section 5.04. 29 ARTICLE VI ---------- Section 6.01 Condemnation. If all or substantially all of the Premises, or ------------ such portion of the Premises or the Project as would render, in Tenant's reasonable judgment, the continuance of Tenant's business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then this lease, at the option of Tenant upon the giving of written notice to Landlord within ten (10) business days from the date of such condemnation or taking, shall forthwith cease and terminate. If all or a substantial portion of the Project shall be permanently taken or condemned for any public purpose and, in Landlord's judgment, the Project cannot be restored to a viable commercial office project, then Landlord shall have the option of terminating this lease by written notice to Tenant within ten (10) business days from the date of such condemnation or taking. If this lease is terminated as provided above, this lease shall cease and expire as if the date of transfer of possession of the Premises, the Project, or any portion thereof, was the expiration date of this lease. In the event that this lease is not terminated by either Landlord or Tenant as aforesaid, Tenant shall pay the Base Rental and all other rentals up to the date of transfer of possession of such portion of the Premises so taken or condemned and this lease shall thereupon cease and terminate with respect to such portion of the Premises so taken or condemned as if the date of transfer of possession of the Premises was the expiration date of the term of this lease relating to such portion of the Premises. Thereafter the Base Rental, Tenant's Forecast Additional Rental and Tenant's Additional Rental shall be adjusted on a pro rata, net rentable square foot basis. In the event of any such condemnation or taking and this lease is not so terminated, Landlord shall promptly repair the Premises or the Project, as the case may be, to Building Standard condition (with Building Standard Tenant Allowances) so that the remaining portion of the Premises or Project, as the case may be, shall constitute an architectural unit, fit for Tenant's occupancy and business; provided, however, that Landlord's obligation to repair hereunder shall be limited to the extent of the net proceeds made available to Landlord for such repair from any such condemnation or taking. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, then this lease shall continue in full force and effect except that Base Rental, Tenant's Forecast Additional Rental, and Tenant's Additional Rental shall be adjusted on a pro rata net rentable square foot basis for the period of time that the Premises are so taken as of the date of transfer of possession of the Premises and Landlord shall be under no obligation to make any repairs or alterations. In the event of any condemnation or taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the lease and all leasehold improvements and Tenant may not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate attempt to recover an award or compensation against or from the condemning authority for (i) the value of any fixtures, furniture, furnishings, Tenant's Extra Work and other personal property which were condemned but which under the terms of this lease Tenant is permitted to remove at the end of the term of this lease, (ii) the unamortized cost of Tenant's Extra Work, which are not so removable by Tenant at the end of the term of this lease but which were installed solely at Tenant's expense, (iii) relocation and moving expenses, and (iv) compensation for loss to Tenant's business provided that such award or compensation does not reduce the award payable to Landlord. For purposes of this lease, Tenant's Extra Work shall mean any tenant improvement work by Tenant in excess of the improvements reimbursed by Landlord as part of the Tenant Improvement Allowance. 30 Section 6.02 Damages from Certain Causes. Landlord shall not be liable or --------------------------- responsible to Tenant for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, riot, strike, insurrection, war, requisition or order of governmental body or authority, court order or injunction, or any cause beyond Landlord's control or, except in the case of the gross negligence or intentional misconduct of Landlord, for any damage or inconvenience which may arise through repair or alteration of any part of the Project. Section 6.03 Casualty Clause. --------------- (a) In the event any portion of the Premises or any material portion of the remainder of the Project is damaged by fire or other casualty, earthquake or flood or by any other cause of any kind or nature (hereinafter collectively referred to as the "damaged property") and the damaged property can, in the opinion of the Landlord's architect, be repaired or replaced within one hundred eighty (180) calendar days from the date of notice of Landlord's architect's opinion (delivered within thirty (30) days from the date of any such damage), then Landlord shall proceed to rebuild or restore the damaged property to Building Standard condition (with Building Standard Tenant Allowances), subject to subsection (d) hereof. (b) In the event any portion of the Premises or any material portion of the remainder of the Project which renders the Premises unusable for Tenant's normal business operations and in the opinion of Landlord's architect, damage to the damaged property cannot be repaired or replaced within one hundred eighty (180) days from the date of notice of Landlord's architect's opinion (a "Major Casualty"), then both Landlord and Tenant shall have the right to terminate this lease by notifying the other party in writing of such termination within twenty (20) days of receipt of Landlord's architect's opinion. (c) Notwithstanding any language herein to the contrary, if at the time of any material damage to the Project, less than one (1) year remains in the term of this lease, including any exercised renewal option, then either party shall have the right to terminate this lease by written notice to the other party within thirty (30) days of the date such damage occurs. (d) Notwithstanding any language contained herein to the contrary, in the event this lease is not terminated as provided hereunder (i) Landlord shall be obligated to rebuild or restore the damaged property only to the extent of the insurance proceeds available to Landlord for the purpose of rebuilding and restoration (or if Landlord fails to carry the insurance required by this lease, to the extent of insurance proceeds that would have been available to Landlord), (ii) if the damaged property is all or any portion of the Premises Landlord shall be obligated to rebuild or restore the damaged property only to Building Standard condition (with Building Standard Tenant Allowances), except that Tenant shall have the right to require Landlord to rebuild or restore the damaged property substantially to the condition which existed immediately prior to such damage, provided that Tenant shall bear all costs and expenses, excluding rentals that are lost due to extended construction time, in excess of the lesser of (A) any insurance proceeds available to Landlord for the purpose of rebuilding or restoration after deducting any and all reasonable costs incurred by Landlord in collecting such insurance proceeds (or if Landlord fails to carry the insurance required by this lease, to the extent of insurance proceeds that would have been available to Landlord if Landlord had obtained the required insurance), or (B) cost to Landlord of rebuilding and restoring the damaged property to Building Standard condition (with 31 Building Standard Tenant Allowances); and (iii) Tenant shall be entitled to a pro rata abatement of Base Rental, Tenant's Forecast Additional Rental, and Tenant's Additional Rental during the period of time the Premises, or any portion thereof, are untenantable due to such damage. Landlord's architect's opinion shall be given to both Landlord and Tenant in accordance with Section 9.01 within thirty (30) days from the date of any such damage. In the event of any termination of this lease under this Section 6.03, this lease shall cease and terminate as if the date of such damage was the expiration date of the term of this lease. (e) In the event that a material portion of the Project is damaged by fire or other casualty, earthquake, flood or by any other cause of any kind or nature and the Project cannot be repaired or restored to an architecturally complete Project, then Landlord shall have the right to terminate this lease within thirty (30) days after the date of the casualty. Section 6.04 Casualty Insurance. Landlord shall maintain standard, "all- ------------------ risks" property insurance on the Project (excluding leasehold improvements) and on all Building Standard improvements, in form and with endorsements and coverages reasonably customary to be carried by first-class office building owners. Building Standard improvements, for purposes of this paragraph, shall mean any standard office improvements made by Tenant to the Premises up to the amount of the Tenant Improvement Allowance. Landlord covenants that Landlord shall endeavor to maintain all risks insurance consistently with respect to the level of Building Standard improvements on all leases in the Building which Landlord is insuring. To the extent Landlord maintains property insurance on tenant's improvements in excess of Building Standard, the extra cost of such insurance shall be excluded from Operating Expenses. Said insurance shall be maintained with an insurance company authorized to do business in Georgia, in an amount equal to the full insurable value of the Project and such Building Standard Improvements (and without Landlord having any co-insurance obligations), and payments for losses thereunder shall be made solely to Landlord. Tenant shall maintain at its expense standard, "all-risks" fire and extended coverage insurance on the full insurable value of all its personal property, including removable trade fixtures, located in the Premises and on Tenant's Work in excess of the Tenant Improvement Allowance and all other additions and improvements (including fixtures) made by Tenant and not required to be insured by Landlord above. If the annual premiums to be paid by Landlord shall exceed the standard rates because of Tenant's operations within, or contents of, the Premises, Tenant shall promptly pay the excess amount of the premium upon request by Landlord (and if necessary, Landlord may allocate the insurance costs of the Project to give effect to this sentence). Upon the request of Landlord, a duly executed certificate of insurance, reflecting Tenant's maintenance of the insurance required under this Section 6.04 and Section 6.05, shall be delivered to Landlord. Section 6.05 Liability Insurance. Landlord and Tenant shall each maintain ------------------- a policy or policies of commercial general liability insurance with the premiums thereon fully paid on or before the due dates, issued by and binding upon a solvent insurance company authorized to transact business in Georgia. Such insurance shall afford minimum protection (which may be affected by primary and/or excess coverage) of not less than $2,000,000.00 for bodily injury or death in any one occurrence and of not less than $500,000.00 for property damage in any one occurrence; provided, however, Tenant shall carry such greater limits of coverage as Landlord may reasonably request from time to time so long as Landlord maintains similar limits of 32 coverage and so long as such limits are consistent with the limits required by owners of other comparable office buildings in the metropolitan Atlanta, Georgia area (not to exceed, in any event, $5,000,000 for any one occurrence). Section 6.06 Hold Harmless. Landlord shall not be liable to Tenant, its ------------- agents, servants, employees, contractors, customers or invitees for any damage to person or property caused by any act, omission or neglect of Tenant, its agents, servants or employees, and Tenant agrees to indemnify and hold Landlord harmless from all liability and claims for any such damage. Tenant shall not be liable to Landlord, or to Landlord's agents, servants, employees, contractors, customers or invitees for any damage to person or property caused by any act, omission or neglect of Landlord, its agents, servants or employees, and Landlord agrees to indemnify and hold Tenant harmless from all claims for such damage. Section 6.07 Waiver of Claims and Subrogation Rights. Anything in this --------------------------------------- lease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action, against the other, its agents, servants, partners, shareholders, officers or employees, for any loss or damage that may occur to the Premises, the Project or any improvements thereto or thereon, or any personal property of such party therein or thereon, by reason of fire, the elements, or any other cause which is insured against under the terms of the standard fire and extended coverage insurance policies referred to in Section 6.04 hereof (or, if either party fails to obtain the required coverage, which would have been insured against if the applicable party had obtained the required coverage), regardless of cause or origin, including negligence of the other party hereto, its agents, officers, partners, shareholders, servants or employees, and covenants that no insurer shall hold any right of subrogation against such other party. Each party shall take whatever reasonable action is necessary to cause its insurer's right of subrogation to be extinguished. Section 6.08 Insurance Requirements. If Tenant does not procure insurance ---------------------- as required, Landlord may, upon advance written notice to Tenant, cause this insurance to be issued and Tenant shall pay to Landlord the premium for such insurance within ten (10) days of Landlord's demand, plus interest at the rate provided for in this lease until repaid by Tenant. All policies of insurance required to be maintained by Tenant shall specifically make reference to the indemnifications by Tenant in favor of Landlord under this lease and shall provide that Landlord shall be given at least thirty (30) days' prior written notice of any cancellation or nonrenewal of any such policy. A certificate evidencing each such policy shall be deposited with Landlord by Tenant on or before the Commencement Date, and a replacement certificate evidencing each subsequent policy shall be deposited with Landlord at least thirty (30) days prior to the expiration of the preceding such policy. All insurance policies obtained by Tenant shall be written as primary policies (primary over any insurance carried by Landlord), not contributing with and not in excess of coverage which Landlord may carry, if any. 33 ARTICLE VII ----------- Section 7.01 Tenant Default and Landlord Remedies. ------------------------------------ (a) The occurrence of any of the following shall constitute events of default, subject to the notice and cure rights set forth in Section 7.01(b) below: (i) Base Rental, Tenant's Forecast Additional Rental, Tenant's Additional Rental Adjustment, or any other sum of money payable under this lease is not paid when due; (ii) Tenant's interest in the lease or the Premises shall be subjected to any attachment, levy, or sale pursuant to any order or decree entered against Tenant in any legal proceeding and such order or decree shall not be vacated within sixty (60) days of entry thereof; or (iii) Tenant breaches or fails to comply with any term, provision, condition, or covenant of this lease, other than as described in Section 7.01(a)(i), or with any of the Rules and Regulations now or hereafter established to govern the operation of the Building or Project. (b) Upon the occurrence of an event of default and (i) if the event of default described in Section 7.01(a)(i) is not cured within ten (10) days after written notice from Landlord of such default, (notwithstanding the foregoing, Landlord shall only be obligated to notify Tenant of such monetary default twice in any twelve (12) month period; thereafter Tenant's failure to pay all such sums within ten (10) days after its due date shall constitute an event of default) or (ii) the event of default described in Sections 7.01(a)(iii) is not cured within thirty (30) days after written notice from Landlord of such default; provided, however, if such event of default is not susceptible to cure within thirty (30) days, Tenant shall not be in default if Tenant promptly commences the cure and diligently pursues the cure to completion as soon as reasonably possible (such period not to exceed, in any event, ninety (90) days), or (iii) the event of default described in Section 7.01(a)(ii) is not cured immediately, the Landlord shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity or by this lease: (i) Landlord, with or without terminating this lease, may immediately or at any time thereafter re-enter the Premises and correct or repair any condition which shall constitute a failure on Tenant's part to keep, observe, perform, satisfy, or abide by any term, condition, covenant, agreement, or obligation of this lease or of the Rules and Regulations now in effect or hereafter adopted or of any notice given Tenant by Landlord pursuant to the terms of this lease, and Tenant shall fully reimburse and compensate Landlord on demand for Landlord's reasonable costs. (ii) Landlord, with or without terminating this lease, may immediately or at any time thereafter demand in writing that Tenant vacate the Premises and thereupon Tenant shall vacate the Premises and remove therefrom all property thereon belonging to or placed on the Premises by, at the direction of, or with consent of Tenant within ten (10) days of 34 receipt by Tenant of such notice from Landlord, whereupon Landlord shall have the right to re-enter and take possession of the Premises. Any such demand, re-entry and taking possession of the Premises by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this lease or of the Premises by Tenant and shall not of itself constitute a termination of this lease by Landlord. (iii) Landlord, with or without terminating this lease, may immediately or at any time thereafter, re-enter the Premises and remove therefrom Tenant and all property belonging to or placed on the Premises by, at the direction of, or with consent of Tenant. Any such re-entry and removal by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this lease or of the Premises by Tenant and shall not of itself constitute a termination of this lease by Landlord. (iv) Landlord, with or without terminating this lease, may immediately or at any time thereafter relet the Premises or any part thereof for such time or times, at such rental or rentals and upon such other terms and conditions as Landlord in its reasonable discretion may deem advisable, and Landlord may make any repairs to the Premises which it may deem necessary or proper to facilitate such reletting; and Tenant shall pay all costs of such reletting including but not limited to cost of any such repairs to the Premises, attorneys' fees, leasing inducements, and brokerage commissions; and if this lease shall not have been terminated, Tenant shall continue to pay all rent and all other charges due under this lease up to and including the date of beginning of payment of rent by any subsequent tenant of part or all of the Premises, and thereafter Tenant shall pay monthly during the remainder of the term of this lease the difference, if any, between the rent and other charges collected from any such subsequent tenant or tenants and the rent and other charges reserved in this lease, but Tenant shall not be entitled to receive any excess of any such rents collected over the rents reserved herein. (v) Landlord may immediately or at any time thereafter terminate this lease, and this lease shall be deemed to have been terminated upon receipt by Tenant of written notice of such termination; upon such termination Landlord shall have the right to recover from Tenant all actual damages Landlord may suffer by reason of such termination including, without limitation, all arrearages in rentals, costs, charges, additional rentals, and reimbursements, cost (including court costs and reasonable, actual attorneys' fees) of recovering possession of the Premises, cost of any repair to the Premises which is necessary or proper to prepare the same for reletting and, in addition thereto, Landlord at its election shall have and recover from Tenant an amount equal to the then current present value (using a discount rate of eight percent (8%) of the excess, if any, of the total amount of all rents and other charges to be paid by Tenant for the remainder of the term of this lease over the then reasonable rental value of the Premises for the remainder of the term of this lease. (c) If Landlord re-enters the Premises or terminates this lease pursuant to any of the provisions of this lease, Tenant hereby waives all claims for damages which may be caused by such re-entry or termination by Landlord, except any damages arising out of the gross negligence or willful misconduct of Landlord, its agents or employees. Tenant shall and does hereby 35 indemnify and hold Landlord harmless from any loss, cost (including court costs and reasonable, actual attorneys' fees), or damages suffered by Landlord by reason of such re-entry or termination. No such re-entry or termination shall be considered or construed to be a forcible entry. (d) The exercise by Landlord of any one or more of the rights and remedies provided in this lease shall not prevent the subsequent exercise by Landlord of any one or more of the other rights and remedies herein provided. All remedies provided for in this lease are cumulative and may, at the election of Landlord, be exercised alternatively, successively, or in any other manner and are in addition to any other rights provided for or allowed by law or in equity. Section 7.02 Landlord Default and Tenant Remedies. If Landlord fails to ------------------------------------ pay any amounts due to Tenant under this lease and shall not cure such failure within ten (10) days following Tenant's notice to Landlord (and to the holder of any Mortgage) or if Landlord fails to keep or perform any of its obligations under this lease and shall not cure such failure within thirty (30) days following Tenant's notice to Landlord (and to the holder of any Mortgage), Landlord shall be in default under this lease; provided, however, if the failure is of a nature that it cannot be cured within thirty (30) days, Landlord shall not be in default so long as Landlord commences the cure within such thirty (30) day period and diligently and continuously pursues the cure to completion as soon as reasonably possible (not to exceed, in any event, ninety (90) days). So long as Tenant is not in default under this lease past any applicable notice and cure period, upon the occurrence of any default by Landlord in the payment of money due to Tenant under this lease which default remains uncured for the period described in the preceding sentence (provided, however, Tenant acknowledges and agrees that any mortgagee of Landlord shall have an additional ten (10) days beyond the expiration of Landlord's 10-day notice and cure period to cure Landlord's default prior to the exercise of any right by Tenant hereunder), Tenant may offset the amount due, plus interest at the rate specified in Section 2.01, against the next installments of Base Rental due under this lease, but in no event shall Tenant be entitled to offset against more than two (2) months of Base Rental in any twelve (12) month period until such time as Tenant must offset against 100% of the remaining Base Rental to recoup its costs prior to the expiration of this lease. In the event of any default by Landlord in any of its non-monetary obligations under this lease after the expiration of the notice and cure period described above (provided, however, Tenant acknowledge and agrees that any mortgagee of Landlord shall have an additional thirty (30) days beyond the expiration of Landlord's notice and cure period to cure Landlord's default prior to the exercise of any rights by Tenant hereunder) so long as Tenant is not in default under this lease past any applicable notice and cure period, Tenant may pursue any of the following remedies: (i) take any and all action reasonably necessary to cure Landlord's default if and only if Tenant's use of a substantial portion of the Premises for normal business operations has been materially and adversely effected, and only after written notice by Tenant to Landlord that Landlord has failed to timely cure any such default which notice shall also describe what specific curative actions Tenant intends upon pursuing, or (ii) pursue any other remedies available to Tenant at law or in equity. If Tenant does in fact undertake curative actions for and on behalf of Landlord then Tenant may offset the out-of-pocket costs reasonably incurred by Tenant to effect such cure against the next installments of Base Rental; 36 provided, however, Tenant may not offset against more than two (2) months of Base Rental during any twelve (12) month period until such time as Tenant must offset against 100% of the remaining Base Rental to recoup its costs prior to the expiration of this lease. Notwithstanding anything to the contrary contained in this paragraph, in the event Landlord disagrees with Tenant as to (x) whether Landlord is in default hereunder, (y) whether Tenant has the right to offset against Base Rent or (z) the nature and extent of the curative actions to be undertaken by Tenant, then Landlord shall have the right to suspend the further exercise of any rights of Tenant under this paragraph by notifying Tenant in writing of the dispute and that Landlord has initiated an expedited arbitration proceeding before the American Arbitration Association pursuant to its expedited procedures. In such event, Landlord and Tenant agree to pursue the arbitration of such dispute and the results of which shall be binding upon both Landlord and Tenant. Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against any cost, expense, liability, claim, cause of action or other obligation or liability of Landlord or its agents arising out of or relating to Tenant's exercise of Tenant's self-help rights set forth in this paragraph. Section 7.03 Insolvency or Bankruptcy. The appointment of a receiver to ------------------------ take possession of all or substantially all of the assets of Tenant (or the guarantor), which appointment is not dismissed within sixty (60) days thereafter, or any general assignment by Tenant (or the guarantor) for the benefit of creditors, or any action taken or suffered by Tenant (or the guarantor) under any insolvency, bankruptcy, or reorganization act, shall, at Landlord's option, constitute a breach of this lease by Tenant (or the guarantor). Upon the happening of any such event or at any time thereafter, this lease shall terminate five (5) days after written notice of termination from Landlord to Tenant (or the guarantor). In no event shall this lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise and in no event shall this lease or any rights or privileges hereunder be an asset of Tenant (or the guarantor) under any bankruptcy, insolvency, or reorganization proceedings. Section 7.04 Late Payments. Tenant shall pay, as a late charge in the ------------- event any installment of Base Rental, Tenant's Forecast Additional Rental, Tenant's Additional Rental Adjustment or any other charge owed by Tenant hereunder is not paid within ten (10) days after written notice by Landlord to Tenant that such sum is past due (Landlord shall not be obligated to notify Tenant more than twice in any twelve (12) month period; thereafter, such late fee shall accrue if Tenant fails to pay any sum due hereunder when due), the greater of $100.00 or an amount equal to three percent (3%) of the amount due (but in no event shall the amount of such late charge exceed an amount based upon the highest legally permissible rate chargeable at any time by Landlord under the circumstances). Should Tenant make a partial payment of past due amounts, the amount of such partial payment shall be applied first to reduce all accrued and unpaid late charges, in inverse order of their maturity, and then to reduce all other past due amounts, in inverse order of their maturity. Section 7.05 Attorney's Fees. In the event Landlord or Tenant defaults in --------------- the performance of any of the terms, agreements or conditions contained in this lease and the non-defaulting party places the enforcement of this lease, or any part thereof, or the collection of any rent due or to become due hereunder, or recovery of the possession of the Premises, in the hands of an attorney, or file suit upon the same, the non-prevailing party in such action shall be 37 obligated to reimburse the prevailing party for all reasonable, actual attorney's fees and expenses incurred by the prevailing party in connection with such action. Section 7.06 Waiver of Homestead. Tenant hereby waives and renounces all ------------------- homestead or exemption rights which Tenant may have under or by virtue of the Constitutions and Laws of the United States, the State of Georgia, and any other State as against any debt or sum Tenant may owe Landlord under this lease and hereby transfers, conveys, and assigns to Landlord all homestead or exemption rights which may be allowed or set apart to Tenant, including such as may be set apart in any bankruptcy proceeding, to pay any debt or sum owing by Tenant to Landlord hereunder. Section 7.07 No Waiver of Rights. No failure or delay of either party to ------------------- exercise any right or power given it herein or to insist upon strict compliance by the other party of any obligation imposed on it herein and no custom or practice of either party hereto at variance with any term hereof shall constitute a waiver or a modification of the terms or any right either party has herein to demand strict compliance with the terms hereof by the other party. No waiver of any right by either party of any default by the other party on one occasion shall operate as a waiver of any rights or of any subsequent default. No express waiver shall affect any condition, covenant, rule, or regulation other than the one specified in such waiver and then only for the time and in the manner specified in such waiver. No person has or shall have any authority to waive any provision of this lease unless such waiver is expressly made in writing and signed by an authorized officer of the party against whom such waiver is asserted. Section 7.08 Holding Over. In the event of holding over by Tenant after ------------ expiration or termination of this lease without the written consent of Landlord, such holding over shall, for the first thirty (30) days, be on all the same terms and conditions of this lease except 125% of Base Rental, Tenant's Forecast Additional Rental and Tenant's Additional Rental in effect as of the scheduled expiration date shall be due and owing. If such holdover exceeds thirty (30) days, Tenant shall pay as liquidated damages, solely for such holding over, 150% of the rent (including, without limitation, all Base Rental, Tenant's Forecast Additional Rental and Tenant's Additional Rental Adjustment as would have been payable if this lease had not so terminated or expired) for the entire holdover period. No holding over by Tenant after the term of this lease shall be construed to extend this lease. In the event of any unauthorized holding over, Tenant shall indemnify Landlord against all claims for damages by any other tenant to whom Landlord shall have leased all or any part of the Premises effective upon the termination of this lease so long as Landlord promptly notifies Tenant upon the execution by Landlord of any such lease of the Premises which will commence upon expiration of the term of this lease. Any holding over with the express written consent of Landlord shall thereafter constitute this lease to be a lease from month to month at a Base Rental, Tenant's Forecast Additional Rental, and all other sums required to be paid by Tenant prior to the expiration or termination of this lease as may be agreed to by Landlord and Tenant. Section 7.09 Subordination. Landlord hereby represents and warrants to ------------- Tenant that the only holder of mortgage or deed to secure debt with respect to the Building is Wachovia, N.A. ("Wachovia"). Subject to execution by Landlord, Tenant and the holder of the interest in question of an SNDA in the form described below, Tenant agrees that the rights of Tenant under 38 this lease will be subject and subordinate to each ground or land lease now or hereafter covering all or any part of the Land and to each mortgage or deed to secure debt which may now or hereafter encumber the Project and/or the Land, as well as to all renewals, modifications, consolidations, replacements and extensions thereof in a written form reasonably acceptable to the lessor under any such ground or land lease and the holder of any such mortgage or deed to secure debt. Tenant expressly recognizes and agrees that the lessor under any such ground or land lease and the holder of any such mortgage or deed to secure debt or any of their successors or assigns or any other holder of such instrument may sell the Project or the Land in the manner provided for by law or in such instrument; and further, such sale may be made subject to this lease. In the event of the enforcement by the lessor under any such ground or land lease or the grantee under any such mortgage or deed to secure debt of the remedies provided for by law or by such land or ground lease, mortgage or deed to secure debt, Tenant will, upon request of any person or party succeeding to the interest of said lessor or grantee, as a result of such enforcement, automatically become the Tenant of such successor in interest without change in the terms or provisions of this lease, subject to the terms of the executed SNDA entered into by the parties. Upon request by such successor in interest, Tenant shall execute and deliver an instrument or instruments confirming the attornment herein provided for in a form reasonably acceptable to such successor in interest so long as such form is consistent with this lease and the executed SNDA and so long as such successor acknowledges all of Tenant's rights under the lease in a manner consistent with the executed SNDA. As a condition precedent to Tenant's obligations under this lease, Landlord and Tenant shall execute, and Landlord shall cause Wachovia to execute and deliver within ten (10) business days after full execution of this lease, a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit J and by this --------- reference made a part hereof ("SNDA"). In addition, Tenant's agreement to subordinate to any future mortgage, deed of trust or ground lease shall be subject to the execution and delivery of a subordination non-disturbance and attornment agreement by Landlord, Tenant and each holder of a mortgage or deed of trust or ground lease, as the case may be, which may hereafter affect the Building either in form and substance substantially similar to the form attached hereto as Exhibit J or if not substantially similar, then in form and substance --------- reasonably satisfactory to all parties thereto; otherwise, this lease shall be superior to any such future mortgage or deed of trust or ground lease. Section 7.10 Estoppel Certificate or Three-Party Agreement. In --------------------------------------------- connection with any sale or refinancing by Landlord or its successor-in-interest or in connection with any assignment of this lease or Landlord's ownership entity or upon the request by any lender of Landlord or mortgagee of the Project, Tenant agrees within ten (10) business days following request by Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying (to the extent true, and noting the exceptions to all of such certifications) (i) the Tenant is in possession of the Premises and has unconditionally accepted it; (ii) Tenant is currently paying all rent specified in the lease and rent has been paid through a date certain; (iii) the lease is unmodified an in full force and effect (or if there have been modifications the lease is in full force and effect as modified and stating the modifications by date.); (iv) there are no defaults by Landlord under the lease and Tenant has no defenses or offsets to any rent becoming due to the Landlord under the lease; (v) the Tenant has not assigned its interest in the lease or sublet any portion of the Premises; (vi) the Tenant has received no 39 notice of any prior assignment, sale or pledge of the lease or rents thereunder; (vii) the Tenant has no right of first refusal or option to purchase the Building; (viii) there are no other agreements, whether written or oral, between the Landlord and Tenant with respect to the lease; (ix) Tenant has no right or option to cancel the lease prior to its stated expiration date other than pursuant to Tenant's Termination Right set forth in Special Stipulation 4 or upon a default by the Landlord under the lease or, where so provided in the lease arising from a casualty, condemnation or a service interruption; (x) Tenant has no expansion rights or rights of first refusal with respect to leasing additional space except as noted; (xi) upon receipt of written notice from the holder of a mortgage or a deed to secure debt on the property that the Landlord is in default under its loan and requesting the Tenant to pay all rent to the mortgagee, the Tenant will pay all rent directly to the mortgagee; and (xii) such other factual matters about the status of this lease as may reasonably be requested by Landlord, or Landlord's mortgagee or prospective purchaser (excluding any environmental matters). Tenant's failure to deliver such certificate or three party agreement within such ten (10) day period shall be conclusive upon Tenant as to the matters set forth therein, except as to matters which Landlord actually knows to be factually incorrect. ARTICLE VIII ------------ Section 8.01 Sublease or Assignment by Tenant. -------------------------------- (a) Except as permitted in subsection (f) of this Section 8.01, Tenant shall not, without the Landlord's prior written consent, which consent shall not be unreasonably withheld or conditioned, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant's interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by any one other than Tenant. Any attempt to consummate any of the foregoing without Landlord's consent shall be of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership interest in Tenant (if Tenant is a partnership), at any time throughout the term of this lease, shall be deemed to be an assignment of this lease. (b) Notwithstanding anything herein to the contrary, if at any time or from time to time during the term of this lease Tenant desires to sublet all or any portion of the Premises or assign all or any portion of Tenant's interest in this lease, Tenant shall notify Landlord in writing (hereinafter referred to in this Section 8.01 as the "Notice") of the identity of the proposed sublessee or assignee and the area proposed to be sublet or covered by the assignment (hereinafter referred to as "Sublet Space"), any changes in the Building Signs and Tenant's Signage (as those terms are defined in Exhibit H) and such --------- additional information concerning the business, reputation and credit-worthiness of the proposed sublessee or assignee as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. Landlord agrees not to unreasonably withhold its approval of any proposed sublease or assignment to any proposed tenant whose proposed use of the Premises (or portion thereof) is consistent with and comparable to the use of other Class "A" office buildings in the vicinity. In the event Landlord fails to approve or disapprove any such sublease or assignment within ten 40 (10) business days after Landlord's receipt of such submission from Tenant, such sublease or assignment shall be deemed to be approved. Further, if Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as additional rent hereunder fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this lease with respect to the Sublet Space (after deducting all of Tenant's reasonable costs associated therewith, including market brokerage fees, reasonable attorneys' fees, free rent, lease takeover payments, moving allowances and the reasonable cost of remodeling or otherwise improving the Premises or providing an improvement allowance for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by a sublessee or assignee be paid directly to Landlord. If Landlord approves in writing the proposed sublessee or assignee and the terms of the proposed sublease or assignment, but a fully executed counterpart of such sublease or assignment is not delivered to Landlord within one hundred eighty (180) calendar days after the date of Landlord's written approval, then Landlord's approval of the proposed sublease or assignment shall be deemed null and void and Tenant shall again comply with all the conditions of this Section 8.01 as if the Notice and options hereinabove referred to had not been given, received or exercised. Prior to its execution, Landlord should have the right to approve the form of the sublease or assignment, but such approval shall not be unreasonably withheld or conditioned and Landlord will respond, in writing, to the submitted form within ten (10) business days or Landlord will be deemed to have approved the submitted form. If Landlord disapproves the form of sublease or assignment or the sublessee or assignee, Tenant shall have the right to submit amended forms or other sublessees or assignees to Landlord to review for approval. (c) Notwithstanding the giving by Landlord of its consent to any sublease with respect to the Premises, no sublessee may exercise any expansion option, right of first refusal option, or renewal option under this lease except in accordance with a separate written agreement entered into directly between such sublessee and Landlord, but an assignee of all Tenant's interest under this lease shall be entitled to exercise all such rights. (d) Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease sublease or assignment to the contrary, (i) unless this lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant's obligations or covenants under this lease and Tenant shall remain fully liable hereunder, and (ii) no such sublease or assignment shall be effective if it shall violate any provision of the Employee Retirement Income Security Act of 1974 (ERISA). Further, any sublease or other agreement for the use, occupancy or utilization of the Premises shall not provide for any rental or other payment based in whole or in part on the income or profits derived by such subtenant or other party from the Premises other than upon an amount based on a fixed percentage or percentages of receipts or sales. Any such purported sublease or other agreement for occupancy of the Premises which violates this covenant shall be void and ineffective. (e) If, with the consent of the Landlord, the Premises or any part thereof is sublet or occupied by other than Tenant or this lease is assigned, Landlord may, after default by Tenant, collect rent from the subtenant, assignee or occupant, and apply the net amount collected to the 41 Base Rental, Tenant's Forecast Additional Rental, Tenant's Additional Rental Adjustment, and any other sums herein reserved. No such subletting, assignment, occupancy, or collection shall be deemed (i) a waiver of any of Tenant's covenants contained in this lease, (ii) a release of Tenant from further performance by Tenant of its covenants under this lease, or (iii) a waiver of any of Landlord's other rights hereunder. (f) Notwithstanding any provision to the contrary, Tenant may assign this lease or sublet the Premises without Landlord's consent (i) to any corporation or other entity that controls, is controlled by or is under common control with Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; (iii) in connection with the sale of all or substantially all of the assets of Tenant (all such transfers, assignments and subleases collectively hereinafter referred to as "Permitted Transfers" and all such transferees, assignees and sublessees are collectively hereinafter referred to as "Permitted Transferees"), so long as Tenant provides evidence to Landlord in writing that such assignment or sublease complies with the criteria set forth in (i), (ii) or (iii) above and provided such assignee, subtenant or successor-in-interest expressly assumes Tenants' obligations and liabilities hereunder. No such assignment, sublease or transfer, however, shall release Tenant from any covenant, liability or obligation under this lease. Section 8.02 Assignment by Landlord. Landlord shall have the right to ---------------------- transfer and assign, in whole or in part, all its rights and obligations hereunder, in the Project, the Land and all other property referred to herein, and in such event and upon such transfer and the express written assumption by the transferee of all Landlord's obligations, duties and liabilities arising from and after the date of transfer (any such transferee to have the benefit of, and be subject to, the provisions of Sections 8.03 and 8.04 hereof) no further liability or obligation shall thereafter accrue against Landlord hereunder, but Landlord shall not be released from any duties, obligations or liabilities accruing prior to the date of transfer or arising out of events that occur prior to the date of transfer, unless such duties, obligations, or liabilities are expressly assumed by Landlord's transferee. Section 8.03 Peaceful Enjoyment. Landlord covenants that Tenant shall and ------------------ may peacefully have, hold and enjoy the Premises, subject to the other terms hereof, provided that no uncured event of default by Tenant exists under this lease following giving of notice and the expiration of the applicable cure period. It is understood and agreed that this covenant and any and all other covenants of Landlord contained in this lease shall be binding upon Landlord and its successors only with respect to breaches occurring during the ownership of the Landlord's interest hereunder. Section 8.04 Limitation of Landlord's Personal Liability. Tenant ------------------------------------------- specifically agrees to look solely to Landlord's interest in the Project, the rent and other income derived therefrom after the date of any judgment against Landlord, casualty insurance proceeds or condemnation awards not used for restoration and any proceeds of sale of the Project for the recovery of any monetary judgment against Landlord, it being agreed that Landlord (and its partners and shareholders) shall never be personally liable for any such judgment, except to the extent of the sources of funds described above. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors in interest or any suit or action in connection 42 with enforcement or collection of amounts which may become owing or payable under or on account of insurance maintained by Landlord. Section 8.05 Force Majeure. Landlord and Tenant (except with respect to ------------- the payment of Base Rental, Tenant's Forecast Additional Rental, Tenant's Additional Rental Adjustment, the Tenant Improvement Allowance or any other monetary obligation of either Landlord or Tenant under this lease, including any obligations arising pursuant to Exhibit D hereto) shall be excused for the --------- period of any delay and shall not be deemed in default with respect to the performance of any of the terms, covenants and conditions of this lease when prevented from so doing by a cause or causes beyond the Landlord's or Tenant's (as the case may be) control, which shall include, without limitation, all labor disputes, governmental regulations or controls, fire or other casualty, inability to obtain any material or services, acts of God, or any other cause not within the reasonable control of Landlord or Tenant (as the case may be); provided, however, that any delay or prevention caused by Delay Items (defined in Exhibit D) shall be deemed to be due to a cause or causes within Tenant's --------- control. ARTICLE IX ---------- Section 9.01 Notices. Any notice or other communications required or ------- permitted to be given under this lease must be in writing and shall be effectively given or delivered if hand delivered to the addresses for Landlord and Tenant stated above or if sent by certified or registered United States Mail, return receipt requested, to said addresses. Any notice mailed shall be deemed to have been given upon receipt or refusal thereof. Notice effected by hand delivery shall be deemed to have been given at the time of actual delivery. Either party shall have the right to change its address to which notices shall thereafter be sent and the party to whose attention such notice shall be directed by giving the other party notice thereof in accordance with the provisions of this Section 9.01. Additionally, Tenant agrees to send copies of all notices required or permitted to be given to Landlord to Five Ravinia Drive, Atlanta, Georgia 30346-2102, Attention: Project Officer and to 3003 Perimeter Summit Relaty Corp., c/o General Electric Investment Corporation, 3003 Summit Street, P. O. Box 7800, Stamford, Connecticut 06905, Attention: Real Estate Counsel and to each lessor under any ground or land lease covering all or part of the Land and each holder of a mortgage or deed to secure debt encumbering the Project and/or the Land that notifies Tenant in writing of its interest and the address to which notices are to be sent. Section 9.02 Miscellaneous. ------------- (a) This lease shall be binding upon and inure to the benefit of the successors and assigns of Landlord, and shall be binding upon and inure to the benefit of Tenant, its successors, and, to the extent assignment may be approved by Landlord hereunder, Tenant's assigns. Where appropriate the pronouns of any gender shall include the other gender, and either the singular or the plural shall include the other. (b) All rights and remedies of Landlord and Tenant under this lease shall be cumulative and none shall exclude any other rights or remedies allowed by law. This lease is declared to be a Georgia contract, and all of the terms hereof shall be construed according to the laws of the State of Georgia. 43 (c) This lease may not be altered, changed or amended, except by an instrument in writing executed by all parties hereto. Further, the terms and provisions of this lease shall not be construed against or in favor of a party hereto merely because such party is the "Landlord" or the "Tenant" hereunder or such party or its counsel is the draftsman of this lease. (d) If Tenant is a corporation, partnership or other entity, Tenant warrants that all consents or approvals required of third parties (including but not limited to its Board of Directors or partners) for the execution, delivery and performance of this lease have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this lease. Likewise, if Landlord is a corporation, partnership or other entity, Landlord warrants that all consent or approvals required of third parties (including but not limited to its Board of Directors or partners) for the execution, delivery and performance of this lease have been obtained and that Landlord has the right and authority to enter into and perform its covenants contained in this lease. (e) If any term or provision of this lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this lease shall be valid and shall be enforceable to the extent permitted by law. (f) Time is of the essence in this lease agreement. (g) This lease agreement shall not convey any leasehold estate from Landlord to Tenant. Landlord and Tenant hereby agree that this lease creates only the interest of a usufruct in Tenant which may not be levied upon or assigned without Landlord's permission. (h) Landlord and Tenant warrant and represent to the other that it has not dealt with any real estate broker and/or salesman (other than Hines who represented Landlord and Grubb & Ellis Company who represented Tenant) in connection with the negotiation or execution of this lease and no such broker or salesman has been involved in connection with this lease, and each party agrees to defend, indemnify and hold harmless the other party from and against any and all costs, expenses, attorneys' fees or liability for any compensation, commission and charges claimed by any real estate broker and/or salesman (other than the aforesaid brokers) due to acts of such party or such party's representatives. (i) The obligation of Tenant to pay rent and other monetary obligations provided to be paid by Tenant under this lease and the obligation of Tenant to perform Tenant's other covenants and duties under this lease constitute independent, unconditional obligations of Tenant to be performed at all times provided for under this lease, save and except only when an abatement thereof or reduction therein is expressly provided for in this lease and not otherwise, and Tenant acknowledges and agrees that in no event shall such obligations, covenants and duties of Tenant under this lease be dependent upon the condition of the Premises or the Project, or the performance by Landlord of its obligations hereunder. 44 (j) Neither Landlord nor Tenant shall record this lease, but a short-form memorandum hereof may be recorded at the request of either Tenant or Landlord at the requesting parties' sole cost and expense. Upon termination or expiration of this lease, Tenant shall, upon ten (10) days' prior written notice, execute an instrument terminating or canceling such short-form lease. In the event that Tenant does not so execute such instrument, Tenant hereby appoints Landlord as its authorized agent solely for the purpose of executing such an instrument on Tenant's behalf. (k) In the event that Tenant fails to take occupancy of the Premises or the premises are deserted, vacated or abandoned, then Tenant shall operate the reception area of the lobby portion of the Premises as if Tenant continues to occupy the Premises for normal business operations. 45 IN WITNESS WHEREOF, the parties hereto have executed and sealed this lease as of the date aforesaid.
LANDLORD: TENANT: PERIMETER SUMMIT PARCEL 3 LIMITED NORTHERN TRUST RETIREMENT CONSULTING, LLC, a PARTNERSHIP, a Georgia limited partnership Delaware limited liability corporation By: 3003 Perimeter Summit Realty Corp., a By: /s/ Constance F. Magnuson Delaware corporation, general partner of --------------------------------------- Perimeter Summit Parcel 3 Limited Name: Constance F. Magnuson Partnership --------------------------------- Title: Chief Executive Officer --------------------------------- By: /s/ Jerry Karr ------------------------------- Name: Jerry Karr ------------------------- Title: Vice President ------------------------ By: Hines Management, L.L.C., a Delaware limited liability company, general partner of Perimeter Summit Parcel 3 Limited Partnership By: Hines Interests Limited Partnership, a Delaware limited partnership, sole member of Hines Management, L.L.C. By: Hines Holdings, Inc., a Texas corporation, sole member of Hines Interest Limited Partnership By: /s/ C. Kevin Shannahan -------------------------- C. Kevin Shannahan Executive Vice President
46 EXHIBIT A --------- LEGAL DESCRIPTION ----------------- All that tract or parcel of land lying and being in Land Lot 329 of the 18th District, DeKalb County, Georgia, said tract or parcel being more particularly described as follows: To find the Point of Beginning commence at a 1/2" iron pin set at the intersection of the Northwesterly right-of-way of Parkside Place (r/w varies) and the Southeasterly right-of-way line of Lake Hearn Drive (r/w varies) according to final of Lake Hearn Drive Widening, as recorded in Plat Book 101 Page 88 and 89, DeKalb County Records. THENCE the following courses and distances along the Southeasterly right-of-way line of Lake Hearn Drive. South 66 degrees 41 minutes 26 seconds West for a distance of 218.33 feet to a 1/2" iron pin set, (Lake Hearn Drive 100 ft. r/w at this point). THENCE along a curve to the left having a radius of 600.35 feet and an arc length of 24.52 feet, being subtended by a chord of South 49 degrees 16 minutes 40 seconds West for a distance of 24.52 feet to a 1/2" iron pin set. THENCE South 48 degrees 06 minutes 28 seconds West for a distance of 760.32 feet to a 1/2" iron pin set. THENCE along a curve to the left having a radius of 2096.71 feet and an arc length of 25.09 feet, being subtended by a chord of South 47 degrees 49 minutes 22 seconds West for a distance of 25.09 feet to a 1/2" iron pin set, said 1/2" iron pin set being the Point of Beginning. THENCE South 45 degrees 06 minutes 24 seconds East for a distance of 430.25 feet leaving the Southeasterly right-of-way line of Lake Hearn Drive to a 1/2" iron pin set on the Northwesterly line of Perimeter Summit Boulevard (private road). THENCE South 44 degrees 53 minutes 36 seconds West for a distance of 305.00 feet along the Northwesterly line of Perimeter Summit Boulevard to a 1/2" iron pin set. THENCE North 45 degrees 06 minutes 24 seconds West for a distance of 421.55 feet leaving the Northwesterly line of Perimeter Summit Boulevard to a 1/2" iron pin set on the Southeasterly right-of-way line of Lake Hearn Drive (100 ft r/w at this point). THENCE the following courses and distance along the southeasterly right-of-way of Lake Hearn Drive. North 39 degrees 34 minutes 30 seconds East for a distance of 18.22 feet to a 1/2" iron pin set. THENCE along a curve to the right having a radius of 2096.71 feet and an arc length of 287.17 feet, being subtended by a chord of North 43 degrees 29 minutes 38 seconds East for a distance of 286.94 feet to a 1/2" iron pin set, said 1/2" iron pin set being the Point of Beginning. Said tract or parcel contains 3.008 acres or 131,019 square feet. EXHIBIT A-1 SITE PLAN AND LOCATION OF THE BUILDING -------------------------------------- 1 EXHIBIT B --------- FLOOR PLAN OF PREMISES ---------------------- 1 EXHIBIT C --------- BUILDING STANDARD ----------------- TENANT ALLOWANCE ---------------- The following provisions shall govern (a) the construction of the base building condition and (b) the tenant improvement allowance for the buildout of the Premises. When used in this lease, the term "Building Standard" shall mean such materials as are described or depicted in the Building Plans and Specifications or materials of comparable quality as may be substituted therefor by Landlord. I. Base Building Condition: ----------------------- In addition to the Tenant Improvement Allowance provided for in Section II below, Landlord shall, at Landlord's sole cost and expense, provide and install (except where expressly indicated to the contrary) all of the items (collectively, "Base Building Condition") described in those certain construction plans and specifications prepared by Thompson, Ventulett, Stainback & Associates revised and dated June 25, 1999 through COR#7, Sheet Nos. A1-10 through A10-2.1, M1.01 through M7.03 and E1.00 through E8.02 (copies of which have been provided to Tenant) (collectively, the "Building Plans") including, without limitation, the following: 1. Floor Finishes. Concrete floor slabs will be broom clean and flat to within a tolerance of a floor flatness value of 20 using the F-Number system ready for Tenant's carpet (as per ACI 117 Standards). 2. Floor Loading. Floor loads shall be per applicable codes and Base Building standards throughout. 3. Wall and Column Finishes. All core walls and perimeter columns will be drywalled, taped, floated, sanded, and ready to receive Tenant finishes. The four freestanding interior columns are unfinished. 4. Other Perimeter Finishes. Building perimeters will be fully finished including water proofing, insulation, glazing, metal finishing, and glass cleaning on exterior. Building standard window blinds will be installed prior to Tenant construction. 5. Other Core Finishes. Drinking fountains, janitor's closets, electrical and mechanical rooms, bathrooms with sinks and toilets, fire exit stairwells and related areas shown on the Building plans to be finished to Building Standard condition. Specifically, the following will be completed: A. Ladies' and men's room complete. B. Telephone closets complete. C. Electrical closets complete with service and distribution panelboards and transformer 480/277v, 208/110v. D. Core walls with finished drywall ready for paint. E. Drinking fountains (two per floor). F. Fire extinguisher cabinets. G. Exit signs (two per floor). H. Painted Lobby elevator doors. I. Painted core corridor doors. J. Stained stairwell doors. K. Hardware and closers for all exit, stairwell and electrical/telephone doors and ladies'/ men's toilets. L. Space clear of all pipes, Base Building ductwork, etc., for ceiling height in accordance with the Base Building plans. M. All pipe sleeves in beams and walls to be sealed where required by code. N. Fire and life safety requirements per county and state codes. O. Ground level public areas complete (elevator lobbies, landscaping, truck dock, fan room, etc.). P. Mechanical, electrical, elevator, Base Building systems, complete as shown on base building plans. C-2 Q. All general exhaust required by applicable laws. 6. Ceiling. 4 foot by 4 foot exposed ceiling grid installed; intermediate 2 foot tees and 2 foot by 2 foot ceiling tile stacked on the floor for installation by the Tenant. 7. Lighting. 2 foot by 4 foot 18 cell parabolic light fixtures stacked on the floor at a ratio of 1 fixture per 100 USF, for installation by the Tenant. 8. Electrical. Electrical power is provided equaling four (4) watts per USF of 277/480 volt for lighting and two (2) watts per USF of 120/208 volt for equipment and receptacles. Landlord can provide additional power which will be sub-metered. 9. HVAC, Electrical and Mechanical. (a) Summer conditions: The entire air conditioning system to maintain a 78 degrees Fahrenheit dry bulb temperature at 92 degrees Fahrenheit dry bulb outdoor temperature. This design is for all office and public spaces. Equipment and elevator machine rooms will maintain an 85 degree Fahrenheit dry bulb temperature. (b) Winter conditions: The entire heating system for all spaces is to be maintained at 72 degrees Fahrenheit dry bulb temperature at 22 degrees Fahrenheit dry bulb outside temperature. Equipment and elevator machine rooms will maintain a 65 degree Fahrenheit dry bulb temperature. (c) The heat, ventilation and air conditioning systems shall at all times provide outside air in a quantity of not less than 0.14 cubic feet per minute per square foot of floor area. The HVAC system shall be designed to maintain the above condition based upon internal heat loads of one person per 250 square feet and the electrical loads stated in paragraph 8 above. 10. Sprinkler System. Piping and semi-recessed sprinkler heads installed in accordance with National Fire Protection Association Pamphlets 13 and 14 (one head per 225 square feet). Tenant is responsible for relocating and adding sprinkler heads necessary for Tenant's specific layout. C-3 11. Building Exit Stairs. All wall conditions other than the underside of intermediate landings and stair runs shall be painted concrete and painted gypsum board. Intermediate rails and handrails will be per code. Concrete walk surface should be finished to ACI-D standards. Stairwells have no ceilings. "Usable Area" shall mean the gross usable area of the Premises as measured in accordance with BOMA. 12. Changes. Landlord reserves the right to modify the Base Building Condition without Tenant's consent so long as such changes do not materially affect Tenant's use and design of the Premises including any cost of redesign. II. Leasehold Improvements Allowance: -------------------------------- Landlord agrees to provide to Tenant an allowance with respect to the Premises of $21.00 per rentable square foot of the Premises (as finally determined pursuant to Section 1.01(c) of the lease) (the "Tenant Improvement Allowance"). Based on the projected number of rentable square feet in the Premises, the Tenant Improvement Allowance would be $2,679,831.00 (i.e., a total of 127,611 rsf x $21.00 prsf = $2,679,831.00). The Tenant Improvement Allowance may be applied to the cost of all (i) space planning, (ii) Tenant Construction Documents, (iii) contractor costs, (iv) construction management fees, and (v) other tenant improvements (collectively, the "Construction Costs"). Any unused portion of the Tenant Improvement Allowance and the Construction Documents Allowance described in Section III below may be used by Tenant (a) to offset other Tenant improvement costs, including voice and data cabling, security system, signage and moving or (b) as an offset against monthly Base Rental until fully utilized. In the event that the Construction Costs exceed the Tenant Improvement Allowance, Landlord shall provide to Tenant, if required by Tenant, an additional allowance (the "Additional Allowance") of up to $3.50 per rentable square foot of the Premises ($446,638.50 based on the projected number of rentable square feet, 127,611 in the Premises) to be used for the excess Construction Costs (if and to the extent utilized by Tenant, the Additional Allowance together with the Tenant Improvement Allowance is hereinafter collectively referred to as the "Allowance"). The Additional Allowance shall be disbursed by Landlord to Tenant in the same manner as the Tenant Improvement Allowance. Tenant shall repay such Additional Allowance to Landlord as additional rent hereunder at the rate of $.1217 per rentable square foot per annum for each $1.00 of Additional Allowance (or portion thereof) utilized by Tenant. C-4 III. Tenant Construction Documents Allowance: --------------------------------------- Landlord shall provide Tenant with a credit equal to $0.25 per square foot of rentable area of the Premises for architectural, design, space planning, engineering and other planning costs ("Construction Documents Allowance"). Based on the projected number of rentable square feet in the Premises, 127,611, the Construction Documents Allowance would be $31,902.75. IV. Tenant Improvement Allowance Payment: ------------------------------------ Prior to commencement of construction of Tenant's improvements to the Premises, Tenant shall furnish Landlord with an estimate of Tenant's total Construction Costs as described in Exhibit D. If Tenant anticipates total --------- Construction Costs are less than the Tenant Improvement Allowance, Landlord shall pay Tenant the Tenant Improvement Allowance based on submission of an invoice by Tenant to Landlord no later than the 25/th/ day of each month. Each invoice shall list Construction Costs Tenant has previously paid along with copies of each paid invoice and lien waivers from each entity. Landlord will pay Tenant by the 20/th/ day of the following month for each Tenant invoice submitted in accordance with the terms of this paragraph. If the anticipated total Construction Costs are more than the Tenant Improvement Allowance, Landlord shall pay a portion of each Tenant invoice, such portion being a fraction, the numerator of which is $21.00 per square foot and the denominator of which shall be the total amount of the anticipated Construction Costs calculated on a rentable square foot basis times the total amount of Construction Costs then invoiced by Tenant to Landlord. V. Tenant Credit for Changes to Base Building Items: ------------------------------------------------ In the event Tenant desires to substitute or delete any construction materials to be provided and/or installed in the Premises as part of the Base Building Condition, Tenant shall notify Landlord and Landlord shall promptly notify Tenant in writing what credit (on a per unit basis) Tenant shall receive for the deleted or substituted material, if any. After notice from Landlord, Tenant shall have the right to elect whether or not to substitute or delete such construction material(s). If Tenant fails to notify Landlord by the date set forth in Landlord's notice, then Tenant shall be deemed to have elected not to substitute or delete the construction material. Any delay in the Landlord Floor Delivery Date caused by such a request and/or election by Tenant shall be considered a Tenant Delay for purposes of this lease. C-5 EXHIBIT D --------- CONSTRUCTION OF PROJECT ----------------------- I. COMPLETION IN ACCORDANCE WITH BUILDING PLANS. -------------------------------------------- Landlord will complete the construction of the Project substantially in accordance with the Building Plans. Landlord agrees that the construction of the Project will be completed in accordance with the Building Plans without any material alteration in any of the following: (i) the exterior design of the Building; (ii) the exterior "skin" of the Building; (iii) the size of the Building, including the size of the floors of the Building; (iv) the specifications of the Building systems including, without limitation, MEP, HVAC, elevators, restrooms, and Building riser capacity for electronic services and floor load; (v) the size and number of spaces in the Parking Facility serving the Building or the means of ingress and egress thereto; and (vi) the size, design and overall quality of the finishes (including the type and quality of such finishes) of the main lobby of the Building. Except as expressly provided above, Tenant acknowledges and agrees that Landlord will be entitled to make revisions to the Building Plans without Tenant's consent, provided that none of the items listed above are materially altered and provided that none of Tenant's rights under this lease would be materially, adversely affected by such changes. If Landlord desires to make any changes to the Building Plans that would materially change any of the items listed above, Landlord must obtain Tenant's prior written consent (which consent may not be unreasonably withheld, conditioned or delayed by Tenant), before making such changes. Tenant shall have five (5) business days to notify Landlord whether or not Tenant approves such requested changes and in the event Tenant fails to respond within such 5-day period, then Tenant will be deemed to have approved such changes. II. PROJECT SCHEDULE AND SUBSTANTIAL COMPLETION. ------------------------------------------- The term "Substantial Completion" with respect to the Project, shall mean the Landlord has obtained a Certificate of Substantial Completion from the Building Architect who prepared the Building Plans (as defined above), has obtained a Shell Certificate of Occupancy for the Building (either temporary or permanent) issued by the appropriate governmental jurisdiction and all of the following have occurred: (i) all primary Building operating systems described in the Building Plans are operational and servicing the Premises and all common areas, including vertical telephone risers or conduit to accommodate cables; (ii) at least two (2) passenger elevators are servicing the Premises from the ground floor lobby of the Building; (iii) the restrooms on Tenant's floors are fully operational and are substantially complete with all finishes installed therein, except for minor punchlist items; (iv) Tenant has reasonably unimpeded and safe access for itself, its employees and invitees to the Building, Parking Facility and the Premises; (v) the service drive, loading dock and freight elevator described in the Building Plans are operational and accessible by Tenant and Tenant's furniture installers and movers; (vi) the ground floor lobby of the Building is substantially complete in accordance with the Building Plans, subject to normal and customary punch list items; (vii) the Parking Facility for the Building is substantially complete with safe and unimpeded vehicular access thereto reasonably available; and (viii) access between the Parking Facility and the Building is substantially complete with reasonable unimpeded and safe access from the Parking Facility to the Building available and with reasonable elevator access from all levels of the Parking Facility to the floor on which access to the Building is provided. D-2 CONSTRUCTION OF INITIAL LEASEHOLD IMPROVEMENTS ---------------------------------------------- I. SCHEDULE OF CRITICAL DATES -------------------------- The following is a schedule of certain critical dates relating to Landlord's and Tenant's respective obligations with respect to construction of the leasehold improvements for the Premises. These dates, the specific references (e.g. the "Tenant Construction Documents Delivery Date") and the respective obligations of Landlord and Tenant are more fully described in II below. All references to days mean calendar days, not working or business days.
Reference Responsible Party Due Date - --------- ----------------- -------- "Tenant Program/Space Plan Tenant March 1, 2000 Delivery Date" "Tenant Space Plan Landlord Within 15 days after Final Review Date" Tenant Program/Space Plan Delivery Date "Tenant Construction Documents Tenant Within 45 days Delivery Date" after Tenant Space Plan Final Review Date "Tenant Construction Documents Landlord Within 15 days after Review Date" Tenant submits Tenant Construction Documents "Tenant Construction Documents Tenant Within 10 days after Revision Date" Tenant receives Landlord's comments on Tenant Construction Documents "Landlord Floor Delivery Date" Landlord September 15, 2000
D-3 II. LANDLORD AND TENANT PRE-CONSTRUCTION OBLIGATIONS ------------------------------------------------ 1. Tenant shall inform Landlord of the architect and engineer which Tenant intends to employ to prepare the Tenant Construction Documents, and Landlord shall have the right to approve the proposed architect and engineer, which approval shall not be unreasonably withheld or conditioned. Landlord will respond within seven (7) business days of Tenant's request for approval. If Landlord fails to respond within that period, Landlord will be deemed to have approved Tenant's architect and engineer. 2. Tenant will deliver to Landlord no later than the Tenant Program/Space Plan Delivery Date the information described in IV below regarding Tenant's desired leasehold improvements (such information being hereinafter called the "Tenant Program"), and Tenant will cause its architect to submit for Landlord's review a space plan based on the Tenant Program (the "Space Plan"), which Space Plan will be used to prepare the Tenant Construction Documents (defined below). 3. On or before the Tenant Space Plan Final Review Date, Landlord will advise Tenant of any required changes to the Tenant Space Plan. If Landlord requests revisions to the Tenant Space Plan, then Tenant will cause its architect to incorporate such changes in the Tenant Construction Documents. Landlord's right to require any such changes shall be limited solely to changes required because Tenant's Space Plan is not compatible with or adversely affects the Building structure, systems and other Base Building Conditions or because improvements contemplated by Tenant's Space Plan will be visible from the exterior of the Premises and are of a type not customary for first-class office buildings. 4. Tenant will cause its architect to prepare and deliver to Landlord no later than the Tenant Construction Documents Delivery Date a complete set of coordinated architectural, structural, mechanical, electrical and plumbing engineering construction drawings and specifications sufficient to obtain a building permit and competitive bids, including the information described in Section IV below ("Tenant Construction Documents"). 5. On or before the Tenant Construction Documents Review Date, Landlord will review the Tenant Construction Documents and shall notify Tenant of its approval of the Tenant Construction Documents or of any changes to the Tenant Construction Documents required by Landlord. Landlord's right to require any such changes shall be limited solely to changes required because Tenant's Space Plan is not compatible with or adversely affects the Building structure, systems and other Base Building Conditions or because improvements contemplated by Tenant's Space Plan will be visible from the exterior of the Premises and are of a type not customary for first-class office buildings. 6. Upon receipt of Landlord's comments to the Tenant Construction Documents, Tenant will cause its architect to revise the Tenant Construction Documents to incorporate Landlord's comments and shall resubmit the Tenant Construction Documents to Landlord on or before the Tenant Construction Documents Revision Date. D-4 7. Landlord shall not charge Tenant any fee or other charge for reviewing and approving the Space Plan and the Tenant Construction Documents. 8. Tenant shall comply with the requirements of the Tenant Development Manual. III. CERTAIN PROVISIONS RELATING TO CONSTRUCTION ------------------------------------------- 1. At least thirty (30) days prior to construction commencement, Tenant shall obtain the prior written approval of Landlord as to the contractor to be used by Tenant, which approval shall not be unreasonably withheld or conditioned (the "Outside Contractor"). Landlord will respond within seven (7) business days of Tenant's request for approval. If Landlord fails to respond within that period, Landlord will be deemed to have approved Tenant's contractor. 2. It shall be Tenant's responsibility to ensure that the Outside Contractor shall (i) conduct its work in such a manner so as not to unreasonably interfere with any other construction occurring on or in the Building or the Premises; (ii) comply with the rules and regulations relating to the construction activities in or on the Building and Landlord's base Building general contractor (the "General Contractor") and such other reasonable rules and regulations, as may be promulgated from time to time by Landlord and Landlord's General Contractor as set forth in the Tenant Development Manual; (iii) maintain such insurance and bonds in force and effect as may be reasonably requested by Landlord or as required by applicable law (but in any event said insurance shall be in amounts at least equal to those required of the General Contractor); and (iv) be responsible for reaching agreement with Landlord and the General Contractor as to the terms and conditions for all Outside Contractor items relating to conducting its work, including but not limited to those matters relating to storage of materials and access to the Premises. As a condition precedent to Landlord's approving the Outside Contractor under Paragraph (1) above, Tenant and the Outside Contractor shall deliver to Landlord such assurances or instruments to evidence the Outside Contractor's compliance or agreement to comply with the provisions of this Paragraph (2). Landlord retains the right to make periodic inspections to assure conformity with the rules and regulations and with the plans and specifications. Landlord shall act reasonably and shall cause the General Contractor to act reasonably and to cooperate with Outside Contractor to allow Outside Contractor to perform its work expeditiously and in harmony with the work in the remainder of the Project. Landlord shall also provide Tenant and Outside Contractor electricity, water, elevator service and HVAC service (at the time and to the extent such services are available at the Building) throughout the course of the performance of Tenant's leasehold improvements at no charge to Tenant or Outside Contractor, except Tenant shall reimburse Landlord for its actual, out-of-pocket expenses incurred by Landlord in providing HVAC and electrical services. Tenant and Outside Contractor shall also be entitled to access to the Building loading dock and freight elevators on a daily basis, subject to reasonable scheduling requirements, with Tenant being entitled to use of such facilities on at least a pro rata basis based on the size of the Premises compared to the amount of leased space in the Building at the time Tenant performs such work. D-5 3. Tenant shall indemnify and hold harmless Landlord and the General Contractor or any of Landlord's other contractors from and against any and all losses, damages, costs (including costs of suits and attorneys' fees), liabilities, or causes of action arising out of or relating to the work of the Outside Contractor, including but not limited to mechanics', materialmen's or other liens or claims (and all costs or expenses associated therewith) asserted, filed or arising out of any such work. All materialmen, contractors, artisans, mechanics, laborers and other parties hereafter contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises are hereby charged with notice that they must look solely to Tenant for payment for same. Without limiting the generality of the foregoing, Tenant shall repair or cause to be repaired at its expense all damage caused by the Outside Contractor, its subcontractors or their employees. Any costs incurred by Landlord to repair any damage caused by the Outside Contractor or any costs incurred by Landlord in requiring the Outside Contractor's compliance with the rules and regulations in Paragraph 2(ii) above will become the obligation of Tenant under this lease. 4. Tenant shall, at Tenant's sole cost and expense, cause Tenant's mechanical engineer to prepare a report, in form and substance reasonably acceptable to Landlord, for the benefit of Landlord, certifying to the compliance of the work constructed by the Outside Contractor with the Tenant Construction Documents. 5. Outside Contractor shall be provided complete access to the Premises 24 hours per day, 7 days per week, beginning on the Landlord Floor Delivery Date. Landlord and Tenant will cooperate in good faith to document any deficiencies or incomplete items relative to the Premises so as not to cause any delay in work of the Outside Contractor. 6. Landlord Floor Delivery Date shall mean the date when all floors in the Premises have been sufficiently completed to allow Tenant's Outside Contractor (except any portion of the Premises located on the lobby level and the second (2/nd/) Floor which portion of the Premises shall be delivered to Tenant within thirty (30) days after the Landlord Floor Delivery Date with respect to the balance of the Premises) to commence and continue construction in an uninterrupted manner including the following: (a) Concrete floor slabs shall be broom clean and cleared of base building materials and equipment except stocked ceiling materials and light fixtures. (b) The building curtainwall shall be substantially complete except at the location of the exterior material hoist, but thermal protection will be provided so long as the hoist is in place. (c) Core walls shall be substantially complete and ready for Tenant's finishes. (d) Ceiling areas shall be substantially complete (ductwork, air distribution equipment, fire protection piping, and ceiling grid). D-6 (e) Electrical service and potable water shall be available to the Premises for Tenant's Outside Contractor's use. (f) Toilet facilities shall be available for Tenant's Outside Contractor's use. If Landlord makes available the Building's permanent toilet facilities for Tenant's Outside Contractor's use, Tenant shall be responsible for providing temporary protection, cleaning and maintenance, removal of temporary protection and restoration of such permanent facilities to the same condition as existed immediately prior to Tenant's Outside Contractor's use. (g) Hoisting facilities and associated off loading area shall be made available to Tenant's Outside Contractor by Landlord's General Contractor to the same extent as if Tenant's Outside Contractor were performing under a subcontract to Landlord's General Contractor. Landlord shall give Tenant written notice thirty (30) days prior to the anticipated Landlord Floor Delivery Date of each individual floor in the Premises. Within fourteen (14) days of such notice, Tenant and Tenant's Outside Contractor shall meet with Landlord and give Landlord a written list of any incomplete items needed to be completed to achieve the Landlord Floor Delivery Date on each floor. Landlord will be deemed to have achieved the Landlord Floor Delivery Date for each floor if Landlord does not receive such incomplete item list within such 14-day period or if so given and if Landlord completes the work on such list or if Tenant's Outside Contractor commences work on the floor. The Landlord Floor Delivery Date shall be accelerated by the number of days, if any, of any Tenant Delay (as hereinafter defined). For purposes of this lease, Tenant Delay shall mean any delay in the Landlord Floor Delivery Date or the substantial completion of the Project caused by Tenant, its agents, employees, consultants, contractors or subcontractors. 7. Tenant and Landlord acknowledge that in order to expeditiously complete the Building and Tenant's Work, it may be desirable or necessary to stock materials or haul trash on hours and on days in addition to the normal working hours and normal working days (off-hours). Tenant shall reimburse Landlord for Landlord's actual out-of-pocket expense without mark-up for costs Landlord incurs to provide such off-hours hoisting. Notwithstanding the above, on and after Substantial Completion of the Project by Landlord's General Contractor, Landlord shall make available to Tenant the Building's permanent service elevator for Tenant's Outside Contractor's use upon the following conditions: (a) Use of the service elevator shall be scheduled by Tenant's Outside Contractor with Landlord's representative. (b) Tenant shall not be charged for use of the service elevator except as follows: D-7 (i) If more than one tenant general contractor is working in the Building, at Landlord's option, Landlord may furnish an elevator operator for the service elevator. Tenant shall reimburse Landlord for Landlord's actual out-of-pocket expense for such elevator operator on a pro-rated cost with other contractors in the Building. Such pro-rated cost shall be based on the square footage under construction. (ii) If scheduled use of the service elevator is canceled with less than 6 hours notice to the Landlord's representative or not used, then the responsible contractor will be charged $50.00 per hour. 8. The "Completion Date" shall mean the later of (i) April 1, 2001, (ii) 195 days after the Landlord Floor Delivery Date has occurred so that Tenant can begin construction of Tenant's improvements, as extended for a Landlord Delay, as described in Paragraph 8 below. 9. Landlord Delay. The one hundred ninety-five (195) day period following --------------- Landlord's delivery to Tenant of the Premises on the Landlord Floor Delivery Date and the one hundred twenty (120) day period following Landlord's delivery of any Expansion Space shall be extended on a day-for- day basis for each day that completion of Tenant's improvements is actually delayed past the expiration of the 195-day and 120-day periods, as applicable ("Landlord Delay") by the acts or omissions of Landlord, its agents, employees or contractors, including, without limitation, delays resulting from any of the following: (a) Landlord's failure to respond to any submission of documents within the time period provided in Article I above or Landlord's failure to respond, within seven (7) business days, to any request by Tenant for Landlord's consent (which consent shall not be unreasonably withheld or conditioned) to any change orders to Tenant's Construction Documents; (b) Landlord's failure to provide services to Tenant during the performance of Tenant's leasehold improvements, as provided in Paragraph 2 above, but subject to the limitations provided therein; (c) Any material interference by Landlord's General Contractor with the reasonable performance of the Tenant's leasehold improvements; and (d) Landlord's failure to provide Tenant reasonable access to the freight elevator and loading dock as described in Paragraph 2 above, subject to reasonable scheduling. D-8 IV. INFORMATION REQUIRED ON TENANT DOCUMENTS ---------------------------------------- A. MINIMUM INFORMATION REQUIRED OF TENANT PROGRAM: 1. List all fixed walled offices, by dimension, square footage, wall type (half wall, full height, insulated, etc.) and location (exterior or interior). 2. List of all fixed wall conference and meeting rooms, by dimension, height, square footage and location (exterior or interior). 3. List of all moveable wall work stations, by dimension, height, square footage, location and manufacturer. 4. List of all secretarial stations and relationship to offices or work stations, by dimension, type (fixed wall or moveable wall) and location. 5. List of all file rooms, storage rooms, libraries, computer rooms, telephone/data rooms and other interior rooms, by dimension, type, use, proximity requirements and location. 6. List of all coffee stations, pantries, kitchens, lunch rooms, etc., by dimension, occupancy, use, fixture and plumbing requirements and millwork desired. 7. Describe the desired entrance and reception area, including the type and size of reception desk (new or existing), the number of seats (sofa, loveseat, chairs, etc.), tables, flooring, etc. 8. List any rooms or areas which require lighting other than Building Standard 2' x 4' fluorescent light fixtures. 9. List any heavy items including their approximate weight (i.e. file rooms, safes, storage rooms, etc.) 10. List any area which require special, supplemental or 24-hour ventilation or air conditioning. 11. Describe office technology to be employed, including computers, copiers, printers, telecommunications and need for dedicated or GFI power. 12. Describe the firm's security/access control philosophy (i.e., standard hardware, number of locked doors, electronic security, video security, etc.) 13. Approximate the number of employees anticipated in the new location, the projected occupancy growth and the visitor profile (i.e. sporadic visitors versus training classes). 14. Describe the firm's normal hours of operation and any regular extended hours of operation. D-9 15. Provide any additional information which you feel would be helpful in understanding the optimum layout for your offices. B. MINIMUM INFORMATION REQUIRED OF TENANT SPACE PLAN: The Tenant Space Plan will provide architectural floor plans of the Tenant's Leased Premises. The Plan will be labeled, titled and dated and will be drawn at 1/8" scale. The following information will be provided on the drawings: Architectural Information ------------------------- Column centerlines and designations Floor identification Room, area and corridor identification Dimensions of rooms, areas and corridors Partition locations Location, height and swing of all doors Ceiling heights and location Architectural or structural items to be of different types of ceiling material located above ceiling (i.e. screens or grilles) Millwork and cabinetry Furniture

Electrical, Lighting and Telephone Information ---------------------------------------------- Location of wall-mounted electrical, Location of floor-mounted electrical, telephone and data outlets telephone and data outlets Location, power requirements and Locations and requirements of any specifications of special receptacles disconnect switches and separate circuits for copiers, appliances, computers and other special equipment Location and type of all lighting fixtures and light control devices

Mechanical and Plumbing Information ----------------------------------- Heavy occupant load area will be Estimated load on the condenser water and identified for discussion of potential chilled water systems solutions Non-standard HVAC and special exhaust Location and specifications of all plumbing fixtures requirements (i.e. computer and fixtures

D-10 conference rooms) Location of all appliances and equipment which need a water supply or a drain Structural Information ---------------------- Location and approximate weight of all rolling files, concentrated filing area, safes and other heavy equipment Any design elements which may modify the Base Building structural, architectural, mechanical, electrical or plumbing systems will be identified at this time for discussion and cost implication review. D-11 C. MINIMUM INFORMATION REQUIRED OF TENANT CONSTRUCTION DOCUMENTS: The completed Tenant Construction Documents will include Architectural, Structural, Mechanical, Electrical, Plumbing and Fire Protection sheets, including specifications, details and elevations necessary to fully describe the Leasehold Improvements. The Tenant Construction Documents will be prepared, sealed and stamped by a State of Georgia registered architect and mechanical, electrical and plumbing engineers. A structural review of the Tenant Construction Documents will be performed by the Building Structural Engineer. The completed Tenant Construction Documents will be marked "For Construction." The standard size for all drawings will be 30" x 42". Designers will include all information on the plan sheets so that users do not have to refer to separate specification booklets to obtain information. At a minimum, the Architectural and MEP Construction Documents will include the following information: 1. Floor Plan with the location and type of all partitions (1/8 = 1'-0" scale). 2. Location and type of all doors with hardware and keying information provided (door and hardware schedule). 3. Location and type of glass partitions, windows and framing. 4. Location of telephone equipment room (note type of telephone system, square feet of mounting boards and HVAC and electrical requirements). 5. Critical dimensions necessary for construction. 6. Location of all Building Standard electrical items - outlets, switches, telephone outlets. 7. Reflected ceiling plan showing location and switching of all Building Standard lighting, exit signs, emergency lighting and life safety devices. 8. Location and type of all non-Building Standard electrical items, including lighting, security and data/voice communication work. 9. Location and type of equipment that will require special electrical requirements (i.e., dedicated circuits, data, GFI, etc.). Provide manufacturers specifications for use and operation. 10. Electrical panel schedule with total rated electrical design load calculation in watts. 11. Location, weight per square foot and description of any exceptionally heavy equipment or filing system exceeding 50 pounds per square foot live load. D-12 12. Requirement for any special air conditioning, ventilation or exhaust. 13. HVAC Reflected Ceiling Plan. 14. Mechanical equipment schedule indicating sizes, specifications and characteristics of all equipment. 15. Complete heating and cooling load calculation for all equipment. 16. Type and color of floor covering (including type of padding). 17. Location, type and color of wall covering. 18. Location, type and color of paint and all other finishes 19. Location and type of plumbing (including all fixtures). 20. Location and type of kitchen, pantry or coffee bar equipment, millwork and shelving. 21. All millwork and built-in equipment fully dimensioned. 22. Corridor entrance doors and frame, as well as work required in the adjacent corridor and elevator lobby. 23. Bracing or support of special walls, glass partitions, etc. 24. All connections to or modifications of the Base Building mechanical, electrical, plumbing and fire protection systems. All new mechanical, electrical and plumbing metering devices or systems. D-13 EXHIBIT E --------- AIR CONDITIONING AND HEATING SERVICES ------------------------------------- Subject to the provisions of Section 3.01(b), Landlord will furnish Building Standard air conditioning and heating between 7 a.m. and 6 p.m. on weekdays (from Monday through Friday, inclusive) and between 8 a.m. and 1:00 p.m. on Saturdays, all exclusive of Holidays as defined below (the "Building Operating Hours"). Upon request of Tenant made in accordance with the rules and regulations for the Building, Landlord will furnish air conditioning and heating at other times (that is, at times other than the times specified above), in which event Tenant shall reimburse Landlord for Landlord's actual cost of furnishing such services. The following dates shall constitute "Holidays" as said term is used in this lease: (a) New Year's Day (b) Memorial Day (c) Independence Day (d) Labor Day (e) Thanksgiving Day (f) Friday following Thanksgiving Day (g) Christmas (h) Any other holiday generally recognized as such by landlords of office space in the metropolitan Atlanta office market, as determined by Landlord in good faith (not to exceed one (1) extra day per calendar year). If in the case of any holiday described in (a) through (g) above, a different day shall be observed than the respective day above-described, then that day which constitutes the day observed by national banks in Atlanta, Georgia on account of such holiday shall constitute the holiday under this lease. EXHIBIT F --------- BUILDING RULES AND REGULATIONS ------------------------------ 1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be used for the disposal of trash, be obstructed by tenants, or be used by tenants for any purpose other than entrance to and exit from the Premises and for going from one part of the Building to another part of the Building. 2. Plumbing fixtures shall be used only for the purposes for which they are designed, and no sweepings, rubbish, rags or other unsuitable materials shall be disposed into them. Damage resulting to any such fixtures from misuse by a tenant shall be the liability of said tenant. 3. Signs, advertisements, or notices visible in or from public corridors or from outside the Building shall be subject to Landlord's prior written approval. 4. Movement in or out of the Building of furniture, office equipment, or any other bulky or heavy materials shall be restricted to such hours as Landlord shall reasonably designate. Landlord will determine the method and routing of said items so as to ensure the safety of all persons and property concerned. Advance written notice of intent to move such items must be made to the Building management office. 5. All routine deliveries to a tenant's Premises during 8:00 a.m. to 5:00 p.m. weekdays shall be made through the freight elevators. Passenger elevators are to be used only for the movement of persons, mail carts and similar devices so long as all such devices contain rubber padding or bumpers to reduce damage to the elevators, unless an exception is approved by the Building management office. Delivery vehicles shall be permitted only in such areas as are designated by Landlord, from time to time, for deliveries to the Building. 6. Building management shall have the authority to prescribe the manner that heavy furniture and equipment are positioned. 7. Corridor doors on multi-tenant floors, when not in use, shall be kept closed. 8. Tenant space that is visible from public areas must be kept neat and clean. 9. All freight elevator lobbies are to be kept neat and clean. The disposal of trash or storage of materials in these areas is prohibited. 10. No animals shall be brought into or kept in, on or about the Building, except for seeing-eye dogs. 11. Tenant shall not tamper with or attempt to adjust temperature control thermostats in the Premises. Landlord shall adjust thermostats as required to maintain the Building standard temperature. Landlord requests that all window blinds remain down and tilted at a 45 degree angle toward the street to help maintain comfortable room temperatures and conserve energy. 12. Tenant will comply with all reasonable security procedures during business hours and after hours and on weekends, but, subject to such procedures, Tenant's employees shall have access to the Premises 24 hours per day, 7 days per week. 13. Tenants are requested to lock all office doors leading to corridors and to turn out all lights at the close of their working day. 14. In the event that the Premises do not contain an automated mechanism for providing after-hours HVAC service, Landlord shall provide 24 hours per day, 7 days per week "on call" staffing to process Tenant's request for such service. 15. No flammable or explosive fluids or materials shall be kept or used within the Building except in areas approved by Landlord, except for in connection with the generator as provided in Special Stipulation #9 and Tenant shall comply with all applicable building and fire codes relating thereto. 16. Tenant may not place any items on the balconies of the Building that alter the exterior appearance of the Building without obtaining Landlord's prior written consent. 17. Any motor vehicle exceeding the height restrictions of the Parking Facility shall not be parked at any location within Perimeter Summit. 18. Tenant may not make any modifications, additions or repairs to the Premises and may not install any furniture, fixtures or equipment in the Premises which is in violation of any applicable building and/or fire code governing the Premises or the Project. In the event of any conflict between these Rules and Regulations and the provisions of the lease, the provisions of the lease shall control. F-2 EXHIBIT G --------- RENTABLE AREA AND COMMENCEMENT DATE AGREEMENT --------------------------------------------- Rentable area of the Premises: ____________ Rentable area of the Building: _________________ The above calculation represents the parties' agreed final determination of the rentable area of Tenant's Premises and the Building and shall be used to define the rentable area of the Premises and the Building for all purposes of the lease between Landlord and Tenant to which this Exhibit G is --------- attached. The below date represents the parties' agreed final determination of the Commencement Date, as defined in Section 1.02(b) of the lease between Landlord and Tenant to which this Exhibit G is attached, and shall be deemed to --------- be the Commencement Date for all purposes under the lease. Commencement Date: _________, _____ LANDLORD: TENANT: PERIMETER SUMMIT PARCEL 3 LIMITED NORTHERN TRUST RETIREMENT PARTNERSHIP, a Georgia limited CONSULTING, LLC a Delaware limited partnership liability corporation By: 3003 Perimeter Summit Realty Corp., a By: ______________________ Delaware corporation, general partner Name: _______________ of Perimeter Summit Parcel 3 Limited Title: _______________ Partnership By: ______________________ Name: _______________ Title: _______________ By: Hines Management, L.L.C., a Delaware limited liability company, general partner of Perimeter Summit Parcel 3 Limited Partnership By: Hines Interests Limited Partnership, a Delaware limited partnership, sole member of Hines Management, L.L.C. By: Hines Holdings, Inc., a Texas corporation, sole member of Hines Interest Limited Partnership By: _________________________ C. Kevin Shannahan Executive Vice President EXHIBIT H --------- SPECIAL STIPULATIONS -------------------- These Special Stipulations are hereby incorporated into this lease and in the event that they conflict with any provisions of this lease, these Special Stipulations shall control. 1. Base Rental. ------------ a. Base Rental for the Premises shall be as follows: Base Rental Lease Year PRSF ---------- ----------- 1 $16.00 2 $16.40 3 $16.81 4 $17.23 5 $17.66 6 $18.10 7 $18.56 8 $19.02 9 $19.49 10 $19.98 11 $20.48 12 $20.99 13 $21.52 14 $22.06 15 $22.61 Annual and Monthly Base Rental shall be calculated based upon the final determined or agreed upon rentable area of the Premises as provided in Section 1.01 of the lease. 2. Extension Option. ---------------- So long as this lease is in full force and effect and Tenant is not in default beyond any applicable notice and grace period in the performance of any of the covenants or terms and conditions of this lease at the time of notification to Landlord or at the time of commencement of the Extension Period, as that term is hereinafter defined, Tenant shall have the option (collectively, the "Extension Options") to extend the term of this lease with respect to all or any portion of the Premises (subject to the limitations described below) for two (2) additional periods of five (5) years each (collectively, the "Extension Periods" and, individually, the "Extension Period") subject to the following terms and conditions: Tenant shall provide Landlord with at least twelve (12) months written notice of its desire to extend this lease. Tenant shall have the right to exercise each Extension Option separately but Tenant shall only have the right to exercise the second Extension Option if Tenant has properly exercised the first Extension Option. Tenant's right to exercise the Extension Option(s) with respect to a portion of the then existing Premises leased pursuant to this lease shall be subject to the following conditions and limitations: a. Tenant shall only have the right to exercise an Extension Option in full floor increments (except as noted below) with a minimum of four (4) floors. b. If Tenant elects to extend the lease with respect to its Premises on Floor 2 of the Building, Floor 2 shall be deemed to include, and Tenant shall also extend the term of this lease with respect to, any portion of the Premises located on the lobby level. c. All floors must be contiguous to each other. d. Unless Tenant elects to exercise its Extension Option with respect to its lower most floors in the Building (i.e. floors 2 including the lobby through 5 if Tenant elects to only extend with respect to 4 floors), Landlord shall have the right to approve Tenant's floor selection, in Landlord's sole and absolute discretion. The Extension Periods shall be upon the same terms and conditions of this lease except that the Base Rental during the Extension Periods shall be at an annual rate equal to ninety five percent (95%) of the then current fair market rental rate for leases comparable to this lease for space comparable to the Premises in the Perimeter Center submarket taking into account all relevant factors including without limitation, age and quality of building, size of space, length of term creditworthiness of tenant, free rent, method of paying operating expenses, tenant improvement allowances, rent concessions, and rental escalations (the "FMR"). The FMR shall be determined by Landlord and Tenant by mutual agreement; however, if Landlord and Tenant cannot agree in writing on the FMR within thirty (30) days after Tenant's notice of its election to renew, the FMR shall be determined by the Broker Method set forth below. Tenant shall have no option to renew this lease beyond the expiration of the second Extension Period, and the Premises shall be delivered in their existing condition (on an "as is" basis) at the time each Extension Period commences. Within fifteen (15) days after Tenant's exercise of the Extension Option, Landlord shall advise Tenant in writing of its determination of the FMR, on a rentable square foot basis, as of the beginning of the applicable Extension Period. Within ten (10) business days of receipt of Landlord's notice, Tenant shall advise Landlord, in writing, whether or not Tenant accepts or rejects the FMR proposed by Landlord. If Tenant accepts such rate in writing, then the Base Rental rate during such Extension Period shall be said rate with escalations as provided in the determination, if any. If Tenant rejects in writing the FMR proposed by Landlord, Tenant shall have the option to specify in such notice its selection of a real estate broker, who shall act on Tenant's behalf in determining the FMR or elect to allow the then current term of this lease to expire. Within fifteen (15) days after Landlord's receipt of Tenant's selection of a real estate broker, Landlord, by written notice to Tenant shall designate a real estate broker, who shall act on Landlord's behalf in the determination of the FMR. Within fifteen (15) days of the selection of Landlord's broker, the two brokers shall select a third broker meeting the qualifications stated below. Each of the parties shall bear one-half (1/2) of the cost of the appointment of the third broker and of the third broker's fee to determine such FMR. Within fifteen (15) days following the appointment of the third broker, Landlord and Tenant's brokers shall each submit to the third broker in a sealed envelope its respective determination of FMR. The third broker shall then hold such hearings and collect H-2 such evidence as the third broker deems appropriate. Within thirty (30) days of his/her appointment, the third Broker shall select either the FMR submitted by Landlord's broker or the FMR submitted by Tenant's broker, whichever he/she believes is closest to the fair market value, taking into account all of the criteria set forth above. All brokers selected in accordance with this subparagraph must be licensed in the State of Georgia as a real estate broker and shall have at least ten (10) years prior experience immediately prior to the date in question in commercial office leasing in The Northwest submarket of Atlanta, Georgia. If either Landlord or Tenant fails or refuses to select a broker, the other broker shall alone determine the FMR. Landlord and Tenant agree that they shall be bound by the determination of FMR pursuant to this subparagraph for the Extension Period. Landlord shall bear the fee and expenses of its broker and Tenant shall bear the fee and expenses of its broker. 3. Antennae Equipment. ------------------ Landlord hereby grants to Tenant the right to install, maintain and operate, free of charge, up to three (3) satellite dishes and related equipment (each dish not to exceed three (3) feet in diameter and not to exceed three (3) feet in height) (the "Equipment") on the roof of the Building subject to the following terms and conditions: a. The location of the Equipment shall be approved by Landlord prior to Tenant's installation of the Equipment. Tenant shall deliver to Landlord Tenant's plans and specifications for the installation of the Equipment and the surrounding screening for review and approval by Landlord's engineer not less than thirty (30) days prior to commencing installation of the Equipment. Landlord's approvals hereunder shall not be unreasonably withheld, conditioned or delayed. b. Tenant shall install the Equipment in an aesthetically pleasing manner and exercise all reasonable steps to shield or screen the Equipment from public view. Tenant shall fence or screen the Equipment so as to minimize any risks to ensure that the Equipment does not create a nuisance. c. Tenant shall operate the Equipment in compliance with all applicable laws, rules, regulations and ordinances. d. Tenant hereby agrees to indemnify and hold Landlord, its agents, employees, contractors and representatives, harmless from and against any and all cost, claims, damages (including, but not limited to, any damage to the building, the roof or Landlord's property), causes of action and liability which may arise by reason of any occurrence attributable to or arising out of Tenant's installation, maintenance, repair, operation or removal of any of the Equipment, including without limitation, any claim or cause of action for injury to or death of any person or damage to any property arising therefrom and Tenant agrees to defend any claim or demand against Landlord, its agents or employees arising out of any such occurrence. Tenant shall, upon thirty (30) days prior written notice from Landlord, reimburse Landlord for all costs and expenses incurred by Landlord as a result of Tenant's operation of the Equipment, including damages to the building and the furnishing of electric power for the operation of the Equipment. H-3 e. Upon the expiration or earlier termination of this lease, Tenant shall promptly remove the Equipment and repair all damage to the Building caused thereby. f. Tenant's Equipment shall not hinder or unreasonably interfere with any other tenants' or licensees' installation, operation and maintenance or repair of the antennae equipment. Landlord shall cause any equipment installed by Landlord or other tenants of the Building not to unreasonably hinder or interfere with the operation of Tenant's Equipment. g. Tenant shall have the right, subject to the reasonable supervision of the Building engineer, to use the Building risers to install cabling to connect the Equipment to the Premises. h. Landlord reserves the right to enter into a contract with a third- party manager for the leasing and management of the roof of the Building. Tenant shall be responsible for complying with all reasonable rules and regulations set forth by such manager. Tenant further agrees to cooperate with Landlord and any third-party manager and to enter into license agreement(s) with such parties to evidence Tenant's roof top rights, but, in no event shall Tenant be obligated to pay any rent or license fee for its installation and operation of the Equipment. i. Landlord shall perform all roof modifications and penetrations necessary for the installation, maintenance or removal of Tenant's Equipment. Tenant will reimburse Landlord for all reasonable costs and expenses incurred by Landlord in connection with such roof penetrations and modifications. 4. Notwithstanding anything to the contrary contained in this lease, provided Tenant is not in default hereunder following the expiration of any applicable notice and cure period, Tenant shall have the option to terminate this lease, effective as of on the tenth (10/th/) anniversary of the day immediately preceding the Commencement Date (the "Termination Date") by providing Landlord with written notice of such Termination Option election (the "Termination Notice"). Such Termination Notice shall be effective only if it is given to Landlord at least twelve (12) months prior to the Termination Date (the "Termination Notice Deadline"); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this lease pursuant to this paragraph at any time after, the Termination Notice Deadline. As a condition precedent to any termination of this lease pursuant to the provisions of this paragraph, Tenant must deliver to Landlord, on or before the Termination Date, an amount as a termination fee equal to the unamortized portion (amortized at eight percent (8%) per annum) of any tenant improvement allowance and leasing commissions, (including any attributable to additional space added to the Premises during the term of this lease) to Tenant and legal fees and expenses relating to the initial lease. Within thirty (30) days after the Commencement Date, Landlord shall provide to Tenant a summary of the initial costs to be amortized as part of the foregoing formula. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this lease to and H-4 through the Termination Date including, without limitation, additional rental that accrues pursuant to the terms of this lease, with all of such obligations surviving the early termination of this lease. The rights granted to Tenant under this paragraph are personal to Tenant, and in the event of any assignment of this lease (other than an assignee for which Landlord's consent is not required) or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. 5. So long as Tenant is not in default under this lease, Tenant shall have the exclusive right (i.e. neither Landlord nor any other tenant shall have signs on the Building exterior or on the Parking Facility except any reasonably sized address signs at street level identifying the name, address or location of the Building) to install and maintain, at its sole cost and expense, exterior signage on two (2) of the four (4) sides near the top of the Building (the "Building Signs") subject to the following terms and conditions: a. The location, design, construction, size and other aspects of such Building Signs shall be generally as described on Exhibit L. --------- Otherwise, all such aspects of such Building Signs including, without limitation, all modifications, replacements or alterations thereto shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. b. The expense of installing, constructing, maintaining and removing the Building Signs shall be the sole cost and expense of Tenant (subject to application, at Tenant's sole discretion, of the Tenant Improvement Allowance) and shall be paid directly by Tenant. Tenant shall be responsible for all costs and expenses associated with the Building Signs and Tenant shall promptly repair any damage to the Building resulting from the installation, construction, maintenance or removal of such Building Signs, normal wear and tear, fire or other casualty excepted. c. Tenant hereby agrees to indemnify and hold Landlord harmless for any cost, expense, loss or other liability associated with the installation, construction, maintenance and removal of the Building Signs. d. No subtenant of the Premises shall have the use or benefit of the Building Signs, except if Tenant subleases all of the Premises for all of the term of this lease (less a nominal amount of time such as an hour or a day) in which case such subtenant shall be deemed an assignment solely for the purposes of this paragraph. Tenant's rights to the Building Signs shall only be assigned in connection with an assignment of this lease, which assignment either constitutes a Permitted Transfer or is otherwise approved by Landlord pursuant to the other terms of this lease. Landlord shall have the right to disapprove of any such assignment of the Building Signs if and to the extent the name on the Building Signs is to be changed to a name that is inconsistent with the operation of the Project as a first-class office project or otherwise diminishes or impairs the quality of the Project. e. Upon the expiration or earlier termination of this lease or in the event Tenant's signage rights hereunder are terminated, Tenant shall promptly H-5 remove the Building Signs and reimburse Landlord for all costs and expenses associated with any damage to the Building caused by such removal. f. In the event that Tenant (and any Permitted Transferee) ceases to occupy, without regard to any sublease, at least four (4) full floors of the Building, Tenant's signage rights under this provision shall immediately terminate. 6. So long as this lease is in full force and effect and Tenant is not in default hereunder after expiration of any applicable notice and cure period, Tenant shall have the right at its sole cost and expense, to install and maintain its name on the monument signage adjacent to the driveway to the Building ("Tenant's Signage"), subject to the following terms and conditions: a. Landlord, at its sole cost and expense, shall install a monument sign adjacent to the driveway of the Building. The design, construction, size, Tenant's identification and other aspects of such monument signage shall be generally as shown on Exhibit L. Otherwise, all other --------- aspects of Tenant's Signage including, without limitation, all modifications, replacements or alterations shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. b. The expense of installing, constructing, maintaining and removing Tenant's Signage shall be the sole cost and expense of Tenant and shall be paid directly to Landlord by Tenant. Tenant shall be responsible for all costs and expenses associated with Tenant's Signage (i.e., Tenant's name on the monument sign). c. No subtenant of the Premises shall have the use of benefit or the Tenant's Signage, except if Tenant subleases all of the Premises for all of the term of this lease (less a nominal amount of time such as an hour or a day) in which case such subtenant shall be deemed an assignment solely for the purposes of this paragraph. Tenant's rights to the Tenant's Signage shall only be assigned in connection with an assignment of this lease, which assignment either constitutes a Permitted Transfer or is otherwise approved by Landlord pursuant to the other terms of this lease. Landlord shall have the right to disapprove of any such assignment of the Tenant's Signage if and to the extent the name on the Tenant's Signage is to be changed to a name that is inconsistent with the operation of the Project as a first- class office project or otherwise diminishes or impairs the quality of the Project. Notwithstanding the foregoing, Tenant shall have the right to transfer its rights to Tenant's Signage under this Special Stipulation No. 6 to any subtenant who subleases at least two (2) full floors of the Premises. In such event Tenant shall notify Landlord in writing at the time Tenant intends upon transferring its signage rights hereunder and Landlord shall have the right to approve any change to the Tenant's Signage pursuant to the terms and conditions set forth in this subsection. The subtenant's signage rights hereunder shall be subject to the terms and conditions set forth in subsection d. below. d. In the event that Tenant (and any Permitted Transferee) ceases to occupy, without regard to any sublease, at least four (4) full floors of the Building or in the event that Tenant transfers its rights to Tenant's Signage as permitted in subsection c. above, Landlord shall have the right, at Landlord's sole cost and expense, to H-6 relocate Tenant's Signage from the most prominent position on the monument sign to one of the secondary positions thereon. e. Landlord hereby agrees that Landlord shall only have one (1) monument or tombstone sign with respect to the Project and such sign shall only contain the name of four (4) tenants (Tenant plus three (3) others), plus the name or address of the Project. Tenant's Signage shall be the uppermost and most prominent name on the monument sign (Landlord hereby agreeing to use a larger font or script with respect to Tenant's name as compared to the other names). 7. So long as Tenant is not in default hereunder following the expiration of any applicable notice and cure period, Tenant shall have the right to lease the Expansion Space (as that term is hereinafter defined) pursuant to and in accordance with the following terms and conditions: a. Tenant shall have the right to exercise such expansion right with respect to the space referenced in Expansion Schedule I depicted below (the "Expansion Space"). Each expansion option A through and including F (collectively, the "Expansion Options" and, individually, an "Expansion Option") is independent of each other and may be exercised by Tenant without regard to any other Expansion Option; provided, however, if Tenant elects only to exercise Expansion Option A on or before April 1, 2000, then Tenant's Expansion Options shall be as depicted in Expansion Schedule II. Each Expansion Option shall be applicable only to all of the Expansion Space for each Expansion Option and Tenant shall have no right to exercise an Expansion Option with respect to less than all of such Expansion Space. b. Expansion Schedule I
- ----------------------------------------------------------------------------------------------------- Expansion Floor Rentable Sq. Ft. Target Occupancy Expansion Notice Option Date Date - ----------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- A 6 (partial) 12,188 April 1, 2001 April 1, 2000 - ----------------------------------------------------------------------------------------------------- B 8 24,162 April 1, 2001 April 1, 2000 - ----------------------------------------------------------------------------------------------------- C 7 24,162 April 1, 2004 June 1, 2003 - ----------------------------------------------------------------------------------------------------- D 10 24,159 April 1, 2006 June 1, 2005 - ----------------------------------------------------------------------------------------------------- E 11 23,678 April 1, 2008 June 1, 2007 - ----------------------------------------------------------------------------------------------------- F 12 24,002 April 1, 2010 June 1, 2009 - -----------------------------------------------------------------------------------------------------
Expansion Schedule II
- ----------------------------------------------------------------------------------------------------- Expansion Floor Rentable Sq. Ft. Target Occupancy Expansion Notice Option Date Date - ----------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------- A 6 (partial) 12,188 April 1, 2001 April 1, 2000 - ----------------------------------------------------------------------------------------------------- B 8 24,162 April 1, 2004 June 1, 2003 - ----------------------------------------------------------------------------------------------------- C 7 24,162 April 1, 2006 June 1, 2005 - ----------------------------------------------------------------------------------------------------- D 10 24,159 April 1, 2008 June 1, 2007 - ----------------------------------------------------------------------------------------------------- E 11 23,678 April 1, 2010 June 1, 2009 - -----------------------------------------------------------------------------------------------------
H-7 - ----------------------------------------------------------------------------------------------------- F 12 24,002 April 1, 2012 June 1, 2011 - -----------------------------------------------------------------------------------------------------

c. Each Expansion Option shall be exercised by Tenant, if at all, by Tenant's written notice to Landlord on or before the Expansion Notice Date described in the applicable Expansion Schedule for each Expansion Option. Should Tenant fail to duly and timely exercise any Expansion Option, it shall become null and void and of no further force and effect. Should Tenant duly and timely exercise an Expansion Option, the Expansion Space shall be added to the Premises from and after the earlier to occur of (i) one hundred twenty (120) days after the date Landlord delivers the Expansion Space to Tenant (which date Landlord hereby agrees will be no earlier than the Target Occupancy Date with respect to such Expansion Space and shall be no later than ten (10) months after such Target Occupancy Date, subject to force majeure and Delay Items) or (ii) the date Tenant begins conducting business in the applicable Expansion Space (the "Effective Date"), through the last day of the term, as the same may be extended. The Expansion Space shall be subject to all terms and provisions of this lease, as amended, including Base Rent (on a per rentable square foot basis), and additional rent then in effect for the Premises. d. Tenant improvements for the Expansion Space shall be designed and installed in accordance with the procedures and conditions set forth in the Exhibits attached to this lease as Exhibit C and Exhibit D and --------- --------- Tenant's allowance for improvements shall be an amount equal to the product of multiplying $21.25 times the number of square feet of rentable area in the Expansion Space times a fraction, the numerator of which is the number of full calendar months remaining in the initial Term after the Effective Date, and the denominator of which is 180. 8. Beginning in calendar year 2002 and in each calendar year thereafter, increases in Tenant's Additional Rental shall, with the exception of real estate taxes, utility charges, and insurance premiums and costs, be limited to a cumulative per year increase of six percent (6%), compounded annually, as compared to Tenant's Additional Rent for calendar year 2001, subject to the other adjustments to Operating Expenses as provided in this lease. Increases in real estate taxes, utility charges and insurance premiums and costs shall not be subject to any limit or "cap". For example, if the portion of Operating Expenses subject to this cap is $3.00 during calendar year 2001, the portion of Operating Expenses subject to this cap shall not exceed $3.18 in 2002, $3.37 in 2003, $3.57 in 2004, etc. In the event that Operating Expenses for calendar year 2001 do not reflect a full calendar year of operation with respect to the Project, the Operating Expenses for 2001 shall be adjusted so as to reflect a full calendar year of building operation. 9. So long as this lease is in full force and effect and Tenant is not in default following expiration of any applicable notice and cure period, Tenant shall have the right, at its sole cost and expense, to erect, install and maintain a generator serving the Premises, subject to the following terms and conditions: a. The location, design, construction, size, capacity and all other aspects of such generator shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld. b. Tenant shall shield or screen the generator from public view. In the event that the generator is located in the Parking Facility, any parking space(s) taken by H-8 the generator shall be counted towards the total number of parking spaces allocated to Tenant under this lease. c. The expense of installing, construction, maintaining and removing the generator shall be the sole cost and expense of Tenant and shall be paid directly to Tenant. Tenant shall be responsible for all costs and expenses associated with such generator and Tenant shall promptly repair any damage to the Building or the Land resulting from the installation, construction, maintenance or removal of such generator. Upon the termination or expiration of the lease, Tenant shall promptly remove the generator at its sole cost and expense. Tenant shall restore any portion of the Building or Land affected by the generator to substantially the same condition existing prior to the installation of the generator, normal wear and tear expected. 10. Tenant shall have the right to install an automatic teller machine, automatic currency exchange and other similar facilities in the Premises so long as they are for the exclusive use of Tenant's employees. 11. So long as Tenant is not in default hereunder following expiation of any applicable notice and cure period, prior to the execution of a lease for all or any portion of the First Offer Space (as that term is hereinafter defined), Tenant shall have the right (the "First Offer Option") to lease the First Offer Space pursuant to and in accordance with the following terms and conditions: a. The "First Offer Space" shall mean any other premises in the Building not leased by Tenant. b. Tenant shall only have the right to lease the First Offer Space after the initial lease of the First Offer Space to third parties (but in the event that Landlord has failed to lease initially the First Offer Space then Tenant shall have the First Offer Option beginning with the third anniversary of the Commencement Date) through and including the date immediately preceding the twelfth (12/th/) anniversary of the Commencement Date (except in connection with an exercise by Tenant of its Extension Option in which event the First Offer Option shall be extended in five (5) year increments with each Extension Option) and if the First Offer Space is then available for lease. First Offer Space shall be "available for lease" if (i) the space is not then leased to a third party or (ii) the space will become vacant because the current tenant's lease has or will expire without a renewal or extension thereof pursuant to an express renewal option set forth therein. c. Landlord agrees to advise Tenant in writing at any time and from time to time (but not more often than once every six (6) months), upon written request of Tenant, of the leasing status of all First Offer Space and to advise Tenant whether and to what extent any First Offer Space is available for lease. At such time, Landlord will also notify Tenant of the terms and conditions upon which it would be willing to lease any and all of the then available First Offer Space to Tenant. d. The First Offer Option shall be exercised by Tenant, if at all, by Tenant's written notice to Landlord within ten (10) business days after Landlord's notice to Tenant of the availability of such First Offer Space. Should Tenant fail to duly and timely exercise this First Offer Option Landlord shall have the right, at any time prior to H-9 receipt of another written request from Tenant about the then available First Offer Space to lease the applicable First Offer Space to any third party on any terms and conditions Landlord may elect, subject to the terms of the next sentence. If Landlord desires to lease any of the applicable First Offer Space for less than ninety- five percent (95%) of the effective rate offered to Tenant for such Offer Space, Landlord must again provide Tenant its right to lease the First Offer Space at the reduced effective rate prior to leasing it to the third party. Should Tenant duly and timely exercise the First Offer Option, the First Offer Space shall be added to this lease from and after the earlier of (i) one hundred twenty (120) days after the date Landlord delivers the First Offer Space to Tenant, or (ii) the date Tenant first begins conducting business therein. The First Offer Space shall be subject to all terms and provisions of this lease, as amended, except that all of the terms and conditions set forth in Landlord's notice letter to Tenant shall control with respect to the First Offer Space. e. Tenant improvements for the First Offer Space shall be designed and installed in accordance with the procedures and conditions set forth in Exhibits C and D attached to this lease and Tenant's allowance for ---------------- improvements shall be an amount equal to the product of multiplying the tenant improvement allowance set forth in Landlord's notice, if any, times the number of square feet of rentable area in the First Offer Space. 12. So long as Tenant (or its Permitted Transferee) is occupying at least four (4) full floors of space in the Building, without regard to any sublease, and Tenant is not in default under this lease following notice and the expiration of any applicable cure period, Landlord agrees that Landlord shall not enter into a lease for space in the Building or consent to an assignment or sublease of space in the Building to a tenant whose primary use of the Premises is for the operation of a retail stock brokerage firm or an employee benefits consulting company. If Tenant (or its Permitted Transferee) assigns this lease or ceases occupying at least four (4) full floors of space in the Building for the foregoing use, the foregoing exclusive shall be deemed null and void and of no further effect. 13. As used in this lease, the term "Landlord's Cost(s)" or "Landlord's cost(s)" shall mean the actual costs and expenses incurred by Landlord in connection with rendering the service, amenity or providing the item in question plus ten percent (10%) as an administrative fee. Notwithstanding the foregoing, with respect to after hours HVAC service Landlord's Costs shall be limited to the cost of water and electricity for such after hours service (or electricity only for ventilation only) plus the hourly amortization of the original acquisition costs of all equipment used in providing such after-hours HVAC assuming the acquisition costs of such equipment are amortized, on an hourly basis, over the entire number of hours in the useful life of such equipment, plus a five percent (5%) administrative fee. No other markup or overhead shall be added to and included in Landlord's Costs. 14. This lease is expressly conditioned upon Northern Trust Corporation executing a Lease Guaranty in the form attached hereto as Exhibit N and by this --------- reference made a part hereof simultaneously with the execution of this lease. 15. For purposes of Special Stipulation Numbers 2, 5, 6 and 13, the portion of the Premises located on the lobby plus all the space located on the second (2/nd/) floor of the Building shall constitute one (1) floor. H-10 EXHIBIT I --------- CLEANING SPECIFICATIONS ----------------------- OFFICE AREAS 1. Empty, clean and damp dust all waste receptacles and remove waste paper and rubbish from the premises nightly; wash receptacles as necessary. 2. Empty and clean all ash trays, screen all sand urns nightly and supply and replace sand as necessary. 3. Vacuum all rugs and carpeted areas in offices, lobbies and corridors nightly. 4. Hand dust and wipe clean with damp or treated cloth all office furniture, files, fixtures, paneling, window sills and all other horizontal surfaces nightly; wash window sill when necessary. 5. Damp wipe and polish all glass furniture tops nightly. 6. Remove all finger marks and smudges from vertical surfaces, including doors, door frames, around light switches, private entrance glass and partitions nightly. 7. Wash clean all water coolers nightly. 8. Sweep all stairways nightly. 9. Police all stairwells throughout the entire Building daily and keep in clean condition. 10. Damp mop spillage in office and public areas as required. 11. Damp dust all telephones weekly. WASH ROOMS 1. Mop, rinse and dry floors nightly. 2. Scrub floors as necessary. 3. Clean all mirrors, bright work and enameled surfaces nightly. 4. Wash and disinfect all basins, urinals and bowls nightly, using non- abrasive cleaners to remove stains and clean undersides of rim of urinals and bowls. 5. Wash both sides of all toilet seats with soap and water and disinfect nightly. 6. Damp wipe nightly, wash all partitions, tile walls and outside surface of all dispensers and receptacles. 7. Empty and sanitize all receptacles and sanitary disposals nightly; thoroughly clean and wash at least once per week. 8. Fill toilet tissue, soap, towel and sanitary napkin dispensers nightly. 9. Clean flushometers, piping, toilet seat hinges and other metal work nightly. 10. Wash and polish all walls, partitions, tile walls and enamel surfaces from trim to floor monthly. 11. Vacuum all louvers, ventilating grills, and dust light fixtures monthly. NOTE: It is the intention to keep the wash rooms thoroughly cleaned and not to use a disinfectant or deodorant to kill odor. If a disinfectant is necessary, an odorless product will be used with the Owner's permission. FLOORS 1. Ceramic tile, marble and terrazzo floors to be swept and buffed nightly and washed or scrubbed as necessary. 2. Vinyl asbestos, asphalt, vinyl, rubber or other composition floors and bases to be swept nightly; such floors in public areas on multiple tenancy floors to be waxed and buffed as needed. 3. Tile floors in office areas will be waxed and buffed monthly. 4. All floors stripped and rewaxed as necessary. 5. All carpeted areas and rugs to be vacuumed clean nightly and spot cleaned as needed. 6. Carpet shampooing will be performed at tenant's request and billed to tenant. GLASS 1. Clean glass entrance doors, the adjacent glass panels and the door frame around the doors nightly. 2. Clean inside surface of exterior windows at least once per year. I-2 3. Clean outside surface of exterior windows at least twice per year; provided, however, in the event landlord cleans more frequently than twice per year the exterior windows of floors of the Building located above the leased premises in such a manner so as to dirty the windows of the leased premises, the landlord shall clean the windows of the leased premises as frequently as those located above same. HIGH DUSTING (Quarterly) 1. Dust and wipe clean all closet shelving when empty and carpet sweep or dry mop all floors in closets if such are empty. 2. Dust all picture frames, charts, graphs and similar wall hangings. 3. Dust clean all vertical surfaces such as walls, partitions, doors, door bucks and other surfaces above shoulder height. 4. Damp dust all ceiling air conditioning diffusers, wall grilles, registers and other ventilating louvers. 5. Dust the exterior surfaces of lighting fixtures, including glass and plastic enclosures. DAY SERVICE 1. At least once, but not more than twice during the day, check men's washrooms for soap, towels and toilet tissue replacement. 2. At least once, but not more than twice during the day, check ladies' washrooms for soap, towels and toilet tissue and sanitary napkin replacements. 3. As needed, vacuuming or carpet sweeping of elevator cabs will be performed. 4. There will be a constant surveillance of interior and exterior public areas to ensure cleanliness. COMPUTER ROOM AND HIGH-SECURITY AREAS 1. If areas are secured, tenant must be present and provide access for cleaning staff to clean any secured areas. I-3 GENERAL 1. Wipe all interior metal window frames/mullions and other unpainted interior metal surfaces of the perimeter walls of the building each time the interior of the windows are washed. 2. Keep slopsink rooms in a clean, neat and orderly condition at all times. 3. Wipe clean and polish all metal hardware fixtures and other bright work nightly. 4. Dust and/or wash all directory boards as needed. Remove fingerprints and smudges nightly. 5. Maintain building lobby, corridors and other public areas in a clean condition. 6. Maintain all landscaped areas. 7. Maintain and clean all parking garages. NOTE: Upon completion of nightly duties, floor supervisors will ensure that all offices have been cleaned and left in a neat and orderly condition; all lights have been turned off and all doors locked. I-4 EXHIBIT J --------- SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT made this _____ day of November, 1999, among WACHOVIA BANK, N.A., a national banking association chartered pursuant to the laws of the United States of America (hereinafter referred to as "Lender"), PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Delaware corporation (hereinafter referred to as "Landlord"), and NORTHERN TRUST RETIREMENT CONSULTING, LLC, a Delaware limited liability corporation (hereinafter referred to as "Tenant"). W I T N E S S E T H: -------------------- WHEREAS, Landlord and Tenant have entered into a certain lease (hereinafter referred to as the "Lease") dated of even date herewith, relating to the premises (hereinafter referred to as the "Premises") located or to be located at 3003 Summit Boulevard, Atlanta, Georgia and constructed or to be constructed upon the real property described in Exhibit "A" attached hereto and by this reference made a part hereof (hereinafter referred to as the "Project"); and WHEREAS, Lender has made or has committed to make a loan to Landlord secured by a deed to secure debt, assignment and security agreement (hereinafter referred to as the "Security Instrument") which contains an assignment of leases and rents from Landlord to Lender covering, inter alia, the Premises; and ----- ---- WHEREAS, Tenant has agreed that the Lease shall be subject and subordinate to the Security Instrument held by Lender, provided Tenant is assured of continued occupancy of the Premises under the terms of the Lease; NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the sum of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, and notwithstanding anything in the Lease to the contrary, it is hereby agreed as follows: 1. Lender, Tenant and Landlord do hereby covenant and agree that the Lease, with all rights, options, liens and charges created thereby, is and shall continue to be subject and subordinate in all respects to the Security Instrument and to any renewals, modifications, consolidations, replacements and extensions thereof and to all advancements made thereunder. 2. Lender does hereby agree with Tenant that, in the event Lender becomes the owner of the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as no uncured event of default exists under the Lease for which there is no applicable notice and cure period or following expiration of any applicable notice and cure period, (a) Lender will take no action which will interfere with or disturb Tenant's possession or use of the Premises or other rights under the Lease, and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises for the remainder of the term of the Lease in accordance with all the provisions thereof (including, without limitation, fund the Tenant Improvement Allowance if the Project is substantially completed and Tenant complies with the terms and conditions of Exhibit C relating to the payment of the Tenant Improvement Allowance and assume - --------- Landlord's obligation under Section 5.01(b) of the Lease including, without limitation, the payment of all termination fees as may be due under the Lease but excluding any obligation to complete the Project in accordance with the terms of the Lease, provided, however, that if Lender notifies Tenant in writing, after Lender becomes the owner of the Premises, that Lender does not intend upon completing the Project in accordance with the terms of the Lease, Tenant will then be deemed to have exercised Tenant's next available termination right pursuant to the provisions of Section 5.01(b) of the Lease for purposes of determining the applicable termination fee due and payable to Tenant under the terms of Section 5.01(b)), but Landlord shall not be subject to any offsets or defenses which Tenant might have against any prior landlord except those which arose under the provisions of the Lease out of such landlord's default and accrued after Tenant had notified Lender and given Lender the opportunity to cure same as hereinbelow provided, nor shall Lender be liable for any act or omission of any prior landlord (but Lender shall be obligated to cure any Landlord default of a continuing, on-going nature within a reasonable amount of time after obtaining possession of the Project), nor shall Lender be bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord nor shall it be bound by any amendment or modification of the Lease made without its consent. 3. Tenant does hereby agree with Lender that, in the event Lender becomes the owner of the Premises by foreclosure, conveyance in lieu of foreclosure or otherwise, then Tenant shall attorn to and recognize Lender as the landlord under the Lease for the remainder of the term thereof, and Tenant shall perform and observe its obligations thereunder, subject only to the terms and conditions of the Lease. Tenant further covenants and agrees to execute and deliver upon request of Lender, or its assigns, an appropriate agreement of attornment to Lender and any subsequent titleholder of the Premises. 4. Any option or rights contained in the Lease, or otherwise existing, to acquire any or all of the Project (or any superior leasehold interest therein) are hereby made subject and subordinate to the rights of Lender under the Security Instrument; and acquisition of any or all of the Project made by Tenant during the term of the Security Instrument shall be made subordinate and subject to the Security Instrument. 5. So long as the Security Instrument remains outstanding and unsatisfied, Tenant will mail or deliver to Lender, at the address and in the manner hereinbelow provided, a copy of all notices permitted or required to be given to Landlord by Tenant under and pursuant to the terms and provisions of the Lease. At any time before the rights of Landlord shall have been forfeited or adversely affected because of any default of Landlord, or within the time permitted Landlord (or Landlord's mortgagee, if longer) for curing any default under the Lease as therein provided (but not less than sixty (60) days from the receipt of notice), Lender may, but shall have no obligation to, pay any taxes and assessments, make any repairs and improvements, make any deposits or do any other act or thing required of Landlord by the terms of the Lease; and all payments so made and all things so done and performed by Lender shall be as effective to J-2 prevent the rights of Landlord from being forfeited or adversely affected because of any default under the Lease as the same would have been if done and performed by Landlord. 6. Tenant acknowledges that Landlord will execute and deliver to Lender an assignment of the Lease as security for said loan, and Tenant hereby expressly consents to such assignment. 7. Lender shall have no liability whatsoever hereunder prior to becoming the owner of the Premises; and Tenant agrees that if Lender becomes the owner of the Premises, Tenant shall look solely to the estate or interest of Lender in the Premises (and future rent and other future income derived therefrom, casualty insurance proceeds or condemnation awards received by Lender and not used for restoration and any proceeds of the sale of the Project received by Lender) for satisfaction of any obligation which may be or become owing by Lender to Tenant hereunder or under the Lease. 8. Landlord and Tenant hereby certify to Lender that the Lease has been duly executed by Landlord and Tenant and is in full force and effect; that the Lease and any modifications and amendments specified herein are a complete statement of the agreement between Landlord and Tenant with respect to the leasing of the Premises or otherwise affecting the Project, and the Lease has not been modified or amended except as specified herein; that to the knowledge of Landlord and Tenant, no party to the Lease is in default thereunder; that no rent under the Lease has been paid more than thirty (30) days in advance of its due date; and that Tenant, as of this date, has no charge, lien or claim of offset under the Lease, or otherwise, against the rents or other charges due or to become due thereunder. 9. Unless and except as otherwise specifically provided herein, any and all notices, elections, approvals, consents, demands, requests and responses thereto ("Communications") permitted or required to be given under this Agreement shall be in writing, signed by or on behalf of the party giving the same, and shall be deemed to have been properly given and shall be effective upon the earlier of receipt thereof or deposit thereof in the United States mail, postage prepaid, certified with return receipt requested, to the other party at the address of such other party set forth hereinbelow or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance herewith; provided, however, that the time period in which a response to any Communication must be given shall commence on the date of receipt thereof; and provided further that no notice of change of address shall be effective with respect to Communications sent prior to the time of receipt thereof. Receipt of Communications hereunder shall occur upon actual delivery (whether by mail, telecopy transmission, messenger, courier service, or otherwise) to an individual party or to an officer or general or limited partner of a party or to any agent or employee of such party at the address of such party set forth hereinbelow, subject to change as provided hereinabove. An attempted delivery in accordance with the foregoing, acceptance of which is refused or rejected, shall be deemed to be and shall constitute receipt; and an attempted delivery in accordance with the foregoing by mail, messenger, or courier service (whichever is chosen by the sender) which is not completed because of changed address of which no notice was received by the sender in accordance with this provision prior to the sending of the Communication shall also be deemed to be and constitute receipt. Any Communication, if given to Lender, must be addressed as follows, subject to change as provided hereinabove: J-3 Wachovia Bank, N.A. Real Estate Finance Division, Mail Code 1810 30th Floor 191 Peachtree Street, N.E. Atlanta, Georgia 30303 and, if given to Tenant, must be addressed as follows, subject to change as provided hereinabove: Prior to commencement of the Lease: 400 Perimeter Center Terrace Suite 850 Atlanta, Georgia 30346 Attention: Director of Finance Subsequent to the commencement of the Lease: 3003 Summit Boulevard Suite _____ Atlanta, Georgia 30319 with a copy to: Fifty South LaSalle Street Chicago, Illinois 60675 Attention: Corporate Real Estate Manager and, if given to Landlord, must be addressed as follows, subject to change as provided hereinabove: Perimeter Summit Parcel 3 Limited Partnership Five Ravinia Drive Atlanta, Georgia 30346-2102 10. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, successors-in-title and assigns. When used herein, the term "landlord" refers to Landlord and to any successor to the interest of Landlord under the Lease. J-4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date first above written. LENDER: ------ Signed, sealed and delivered WACHOVIA BANK, N.A. in the presence of: _____________________________ By:________________________________ Unofficial Witness Title:_______________________ _____________________________ (BANK SEAL) Notary Public Commission Expiration Date: (NOTARIAL SEAL) TENANT: ------ Signed, sealed and delivered NORTHERN TRUST RETIREMENT in the presence of: CONSULTING, LLC, a Delaware limited liability corporation _____________________________ By:________________________________ Unofficial Witness Title:_______________________ _____________________________ Notary Public Commission Expiration Date: (NOTARIAL SEAL) J-5 As to 3003 Perimeter Summit Realty Corp: LANDLORD: Signed, sealed and delivered in the presence of: PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership _______________________________________________ Unofficial Witness By: 3003 Perimeter Summit Realty Corp., a Delaware corporation, general partner of Perimeter Summit Parcel 3 Limited Partnership _______________________________________________ Notary Public By: _____________________________________________________ Name:___________________________________ Commission Expiration Date: Title:__________________________________ (NOTARIAL SEAL) By: Hines Management, L.L.C., a Delaware limited liability company, general partner of Perimeter Summit Parcel 3 Limited Partnership As to Hines Holdings, Inc.: By: Hines Interests Limited Partnership, a Signed, sealed and delivered in the presence of: Delaware limited partnership, sole member of Hines Management, L.L.C. _______________________________________________ Unofficial Witness By: Hines Holdings, Inc., a Texas corporation, sole member of Hines Interest _______________________________________________ Limited Partnership Notary Public By:__________________________________________ C. Kevin Shannahan Executive Vice President Commission Expiration Date: (NOTARIAL SEAL)

J-6 EXHIBIT K --------- Project Construction Milestones -------------------------------
Event Date Termination Fee - ----- ---- --------------- Completion of the pouring of the 5/th/ floor April 1, 2000 $100,000.00 Topping out of the Building (i.e. the August 15, 2000 $200,000.00 completion of the pouring of the 18/th/ floor) Landlord Floor Delivery Date October 15, 2000 $300,000.00
EXHIBIT L --------- SIGNAGE SPECIFICATIONS ---------------------- [Tenant to provide specifications as to building signage] [Hines to provide specifications as to monument sign] EXHIBIT M --------- HVAC SPECIFICATIONS ------------------- (a) Summer conditions: The entire air conditioning system to maintain a 78 degrees Fahrenheit dry bulb temperature at 92 degrees Fahrenheit dry bulb outdoor temperature. This design is for all office and public spaces. Equipment and elevator machine rooms will maintain an 85 degree Fahrenheit dry bulb temperature. (b) Winter conditions: The entire heating system for all spaces is to be maintained at 72 degrees Fahrenheit dry bulb temperature at 22 degrees Fahrenheit dry bulb outside temperature. Equipment and elevator machine rooms will maintain a 65 degree Fahrenheit dry bulb temperature. EXHIBIT N --------- FORM OF GUARANTY ---------------- WHEREAS, PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership, hereinafter referred to as "Landlord" and NORTHERN TRUST RETIREMENT CONSULTING, LLC, a Delaware limited liability corporation, hereinafter referred to as "Tenant", have simultaneously executed or are about to execute a lease of space with respect to certain space at 3003 Summit Boulevard, Suite ____, Atlanta, Georgia, 30319, hereinafter called the "Lease" wherein Landlord will lease the Premises to Tenant and, WHEREAS, Northern Trust Corporation, hereinafter referred to as "Guarantor", has a financial interest in Tenant, and, WHEREAS, Landlord would not enter into the lease if Guarantor did not execute and deliver to Landlord this lease Guaranty (this "Guaranty"), NOW THEREFORE, for and in consideration of the execution of the foregoing lease by Landlord and as a material inducement to Landlord to execute the lease, Guarantor hereby jointly, severally, unconditionally and irrevocably guarantees the prompt payment by Tenant of all rentals and all other sums payable by Tenant under the lease and the faithful and prompt performance by Tenant of each and every one of the terms, conditions and covenants of the lease to be kept and performed by Tenant as such are defined in the lease. The reduction of or limitation on any liabilities of Tenant under the lease pursuant to any federal or state bankruptcy or insolvency proceeding shall not cause a reduction in or otherwise affect the liabilities or obligations of Guarantor under this Guaranty. It is specifically agreed and understood that the terms of the foregoing lease may be altered, affected, modified or changed by agreement between Landlord and Tenant, or by a course of conduct, and the lease may be assigned by Landlord or any assignee of Landlord without consent or notice to Guarantor and that this Guaranty shall thereupon and thereafter guarantee the performance of the lease as so changed, modified, altered or assigned. This Guaranty shall not be released, modified or affected by failure or delay on the part of Landlord to enforce any of the rights or remedies of the Landlord under the lease, whether pursuant to the terms thereof or at law or in equity. No notice of default need be given to Guarantor, it being specifically agreed and understood that the guarantee of the undersigned is a continuing guarantee under which Landlord may proceed forthwith and immediately against Tenant or against Guarantor following any breach or default by Tenant (after expiration of any applicable notice and cure period) or for the enforcement of any rights which Landlord may have as against Tenant pursuant to or under the terms of the lease or at law or in equity. Landlord shall have the right to proceed against Guarantor hereunder following any breach or default by Tenant (after expiration of any applicable notice and cure period) without first proceeding against Tenant and without previous notice to or demand upon either Tenant or Guarantor. Guarantor hereby waives (a) notice of acceptance of this Guaranty, (b) demand of payment, presentation and protest, (c) any right to require the Landlord to proceed against the Tenant or any other Guarantor or any other person or entity liable to Landlord, (d) any right to require Landlord to apply to any default any security deposit or other security it may hold under the lease, (e) any right to require Landlord to proceed under any other remedy Landlord may have before proceeding against Guarantor, and (f) any right of subrogation. The term "Landlord" whenever used in this Guaranty refers to and means the Landlord specifically named in the lease and also any assignee of the Landlord, whether by outright assignment or by assignment for security, and also any successor to the interest of said Landlord or of any assignee in the lease or any part thereof, whether by assignment or otherwise. So long as the Landlord's interest in or to the Premises or the rents, issues and profits therefrom, or in, to or under the said lease, are subject to any mortgage or deed of trust or assignment for security, no acquisition by Guarantor of the Landlord's interest in the Premises or under the lease shall affect the continuing obligation of Guarantor under this Guaranty, which shall nevertheless continue in full force and effect for the benefit of the mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment, of any purchase at sale by judicial foreclosure or under private power of sale, and of the successors and assigns of any such mortgagee, beneficiary, trustee, assignee or purchaser. The term "Tenant" whenever used in this Guaranty refers to and means the Tenant specifically named in the lease and also any assignee or sublessee of the lease and also any successor to the interests of the Tenant, assignee or sublessee of the lease or any part thereof, whether by assignment, sublease or otherwise. The obligations of the Guarantor hereunder shall include payment to Landlord of all reasonable costs of any successful legal action by Landlord against Guarantor, including reasonable attorneys' fees actually incurred by Landlord. This Guaranty, all acts and transactions hereunder and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Georgia. As part of the consideration for Landlord's entering into the lease which this Guaranty is a part, the Guarantor hereby agrees that all actions or proceedings arising directly or indirectly hereunder may, at the option of Landlord, be litigated in courts having situs within the State of Georgia, and the Guarantor hereby expressly consents to the jurisdiction of N-2 any such local, state or federal court, and consents that any service of process in such action or proceeding may be made by personal service upon the Guarantor wherever the Guarantor may then be located, or by certified or registered mail directed to such Guarantor at Fifty South LaSalle Street, Chicago, Illinois 60675, attention: Corporate Real Estate Manager. IN WITNESS WHEREOF, the Guarantor has hereunto caused these presents to be executed under seal this _____ day of November, 1999. NORTHERN TRUST CORPORATION, a Delaware corporation By:_________________________________ Title:______________________________ [CORPORATE SEAL] N-3 EX-10.(XXIX)(1) 6 dex10xxix1.txt FIRST AMENDMENT TO LEASE EXHIBIT NUMBER (10)(xxix)(1) TO 2000 FORM 10-K FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this "Amendment"), made and entered into as of the 29 day of February, 2000, by and between PERIMETER SUMMIT PARCEL -- 3 LIMITED PARTNERSHIP, a Georgia limited partnership ("Landlord") and NORTHERN TRUST RETIREMENT CONSULTING, LLC, a Delaware limited liability corporation ("Tenant"). WITNESSETH THAT: WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated November 5, 1999 (the "Lease"), for certain premises in the building located at 3003 Summit Boulevard, Atlanta, Georgia (the "Building"), consisting of approximately 127,611 rentable square feet of space (the "Premises"); WHEREAS, Landlord and Tenant desire to amend the Lease and other matters by means of this Amendment. NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Lease is hereby amended and the parties hereto do hereby agree as follows: 1. Landlord hereby agrees to provide to Tenant an additional tenant improvement allowance equal to $2.66 per rentable square foot of space (the "Supplemental Tenant Improvement Allowance") with respect to the initial Premises and any other premises leased by Tenant having a term that commences upon the Commencement Date or within one hundred eighty (180) days after such Commencement Date which shall include Tenant's Expansion Option A and Expansion Option B under Expansion Schedule I of the Lease. The Supplemental Tenant Improvement Allowance shall be considered part of the Tenant Improvement Allowance for all purposes under the Lease and may be utilized by Tenant for Construction Costs, other tenant improvement costs or as an offset against Base Rental until fully utilized. 2. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Lease. EXCEPT AS expressly amended and modified hereby, the Lease shall otherwise remain in full force and effect, the parties hereto hereby ratifying and confirming the same. To the extent of any inconsistency between the Lease and this Amendment, the terms of this Amendment shall control. IN WITNESS WHEREOF, the undersigned parties have duly executed this Amendment as of the day and year first above written. LANDLORD: TENANT: PERIMETER SUMMIT PARCEL 3 NORTHERN TRUST RETIREMENT LIMITED PARTNERSHIP, a Georgia CONSULTING, LLC, a Delaware limited limited partnership liability corporation By: Hires Management, L.L.C., a Delaware By: /s/Dennis Sain limited liability company, general ---------------------- partner of Perimeter Summit Parcel 3 Name: Dennis Sain Limited Partnership Title: Chief Executive Officer By: Hines Interests Limited Partnership, a Delaware limited partnership, sole member of Hines Management, L.L.C. By: Hines Holdings, Inc., a Texas corporation, sole member of Hines Interest Limited Partnership By: /s/ C. Kevin Shannahan -------------------------------------- C. Kevin Shannahan Executive Vice President EX-10.(XXIX)(2) 7 dex10xxix2.txt SECOND AMENDMENT TO LEASE EXHIBIT NUMBER (10)(xxix)(2) TO 2000 FORM 10-K SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this "Amendment"), made and entered into as of the 8/th/ day of September, 2000, by and between PERIMETER ---- SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership ("Landlord") and NORTHERN TRUST RETIREMENT CONSULTING, LLC, a Delaware limited liability corporation ("Tenant"); WITNESSETH THAT: WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated November 5, 1999, as amended by that certain First Amendment to Lease ("First Amendment") dated February 29, 2000 (collectively, the "Lease") for certain premises in the building located at 3003 Summit Boulevard, Atlanta, Georgia 30329 (the "Building"), consisting of approximately 127,611 rentable square feet of space (the "Premises"); WHEREAS, Tenant has elected to exercise its Expansion Option under Special Stipulation No. 7 to lease from Landlord certain Expansion Space; and WHEREAS, Landlord and Tenant desire to evidence such expansion of the Premises and to amend certain other terms and conditions of the Lease and evidence their agreements and other matters by means of this Amendment; NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Lease is hereby amended and the parties hereto do hereby agree as follows: 1. Tenant shall lease from Landlord an additional 12,629 rentable square feet of space consisting of (i) 101 rentable square feet on the first (1/st/) floor of the Building; (ii) 132 rentable square feet on the second (2nd) floor of the Building; (iii) 12,188 rentable square feet on the sixth (6/th/) floor of the Building; (iv) 104 rentable square feet on the seventh (7/th/) floor of the Building; and (v) 104 rentable square feet on the eighth (8/th/) floor of the Building (collectively, the "Expansion Space"), all as shown on Exhibit "A" attached hereto and by this reference made a part hereof, increasing the total rentable square feet of space leased pursuant to the Lease to 140,240. The leasing of the portion of the Expansion Space on the seventh (7/th/) and eighth (8/th/) floors includes the appurtenant right for Tenant to access the leased areas through the elevator lobby and corridors thereof; provided, however, if and to the extent the portion of the Expansion Space located on the seventh (7/th/) and eight (8/th/) floors is within another tenant's premises such that such leased areas may only be accessed through such other tenant's premises, then Tenant agrees that Tenant's access shall be subject to such reasonable rules and regulations as may be promulgated by Landlord from time to time with respect to such access. The leasing of the portion of the Expansion Space on the first (l/st/) floor includes the appurtenant right for Tenant to access the leased area from the floor below. Tenant covenants and agrees that the portion of the Expansion Space leased hereby located on the first (1/st/), second (2nd), seventh (7/th/) and eighth (8/th/) floors may only be used by Tenant for the housing of Tenant's equipment including, without limitation, cabling. Landlord and Tenant acknowledge and agree that the foregoing expansion is pursuant to an exercise by Tenant of its Expansion Option A as set forth in Expansion Schedule II of Special Stipulation No. 7 of the Lease. According to the terms of such provision, all of Tenant's Future Expansion Options shall be as described in Expansion Schedule II and therefore, Expansion Schedule I is hereby deleted from the Lease. 2. The Lease is hereby amended by adding the Expansion Space as part of the Premises subject to and in accordance with all of the terms and conditions of Special Stipulation 7 of the Lease including, without limitation, (i) Base Rent at the same rate per rentable square foot applicable to the remainder of the Premises; (ii) a term commencing on the Commencement Date (as defined therein) and expiring co- terminously with the term for the remainder of the Premises, and (iii) the same per rentable square foot Tenant Improvement Allowance ($21.00), Construction Documents Allowance ($.25), Supplemental Tenant Improvement Allowance ($2.66) and Additional Allowance ($3.50) being made available by Landlord to Tenant on all the same terms applicable to the original Premises. 3. Tenant represents and warrants to Landlord that neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate broker other than Hines Interests Limited Partnership who represented Landlord and Grubb & Ellis Company who represented Tenant in the negotiating or making of this Amendment, and Tenant agrees to indemnify and hold Landlord, its agents, employees, partners, directors, shareholders and independent contractors harmless from all liabilities, costs, demands, judgments, settlements, claims, and losses, including reasonable attorneys' fees and costs, incurred by Landlord in conjunction with any such claim or claims of any other broker or brokers claiming to have interested Tenant in the Building or Premises or claiming to have caused Tenant to enter into this Amendment. 4. Tenant hereby agrees that there are, as of the date hereof, regardless of the giving of notice or the passage of time, or both, no defaults or breaches on the part of Landlord or Tenant under the Lease. 5. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Lease. 6. The Lease, as amended by this Amendment, represents the entire agreement between the parties hereto. Landlord and Tenant agree that there are no collateral or oral agreements or understandings between them with respect to the Premises or the Building. The Lease, as amended by this Amendment, supersedes all prior negotiations, agreements, letters or other statements with respect to Tenant's expansion of the Premises. EXCEPT AS expressly amended and modified hereby, the Lease shall otherwise remain in full force and effect, the parties hereto hereby ratifying and confirming the same. To the extent of any inconsistency between the Lease and this Amendment, the terms of this Amendment shall control. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the undersigned parties have duly executed this Amendment as of the day and year first above written. TENANT: LANDLORD: NORTHERN TRUST PERIMETER SUMMIT PARCEL 3 LIMITED RETIREMENT, PARTNERSHIP, a Georgia limited CONSULTING, LLC, a partnership Delaware limited liability corporation By: 3003 Perimeter Summit Realty Corp., a Delaware corporation, By: /s/ Dennis Sain general partner of Perimeter -------------------------- Summit Parcel 3 Limited Name: Dennis Sain Partnership Title: Chief Executive Officer By: /s/ Jerry Karr ---------------------------- Name: Jerry Karr Title: President By: Hines Management, L.L.C. a Delaware limited liability company, general partner of Perimeter Summit Parcel 3 Limited Partnership By: Hines Interests Limited Partnership, a Delaware limited partnership, sole member of Hines Management, L.L.C. By: Hines Holdings, Inc., a Texas corporation, sole member of Hines Interests Limited Partnership By /s/ C. Kevin Shannahan --------------------------- C. Kevin Shannahan Executive Vice President CONSENT OF GUARANTOR By its execution herein below, NORTHERN TRUST CORPORATION, the Guarantor under that certain Guaranty dated November 5, 1999, hereby consents to the amendment of the Lease and acknowledges that such amendment shall not operate to relieve the undersigned of its obligations and liabilities under such Guaranty, which obligations and liabilities the undersigned hereby ratifies and confirms. GUARANTOR: NORTHERN TRUST CORPORATION, a Delaware corporation By: /s/ Perry R. Pero ------------------------ Name: Perry R. Pero Title: Vice Chairman CONSENT OF LENDER By its execution herein below, WACHOVIA BANK, N.A., the lender under that certain deed to secure debt, assignment and security agreement and party to that certain Subordination, NonDisturbance and Attornment Agreement dated November 5, 1999 (the "SNDA") by and among Landlord, Tenant and the undersigned, hereby consents to the amendment of the Lease for purposes of Section 2 of the SNDA. LENDER: WACHOVIA BANK, N.A. By: /s/ William N. Nelson -------------------- Name: William N. Nelson Title: Senior Vice President Exhibit "A" Expansion Space EX-13 8 dex13.txt 2000 ANNUAL REPORT TO SHAREHOLDERS Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- Summary of Selected Consolidated Financial Data - --------------------------------------------------------------------------------
($ In Millions Except Per Share Information) 2000 1999 1998 1997 1996 - -------------------------------------------------------------------------------- Noninterest Income Trust Fees $1,201.2 $ 974.2 $ 816.3 $ 689.2 $ 594.4 Foreign Exchange Trading Profits 152.7 107.7 103.5 104.8 58.8 Treasury Management Fees 71.5 67.9 69.9 60.2 55.3 Security Commissions and Trading Income 34.3 30.2 28.0 26.1 23.9 Other Noninterest Income 77.3 55.2 53.9 54.2 47.6 - -------------------------------------------------------------------------------- Total Noninterest Income 1,537.0 1,235.2 1,071.6 934.5 780.0 - -------------------------------------------------------------------------------- Net Interest Income 568.6 518.8 477.2 438.2 388.3 Provision for Credit Losses 24.0 12.5 9.0 9.0 12.0 - -------------------------------------------------------------------------------- Income before Noninterest Expenses 2,081.6 1,741.5 1,539.8 1,363.7 1,156.3 - -------------------------------------------------------------------------------- Noninterest Expenses Compensation 689.1 582.6 518.1 448.3 368.8 Employee Benefits 109.3 98.5 91.3 79.0 72.5 Occupancy Expense 87.3 74.3 67.9 66.7 60.7 Equipment Expense 73.1 63.6 62.2 62.2 56.0 Other Operating Expenses 392.7 306.0 257.6 235.6 210.9 - -------------------------------------------------------------------------------- Total Noninterest Expenses 1,351.5 1,125.0 997.1 891.8 768.9 - -------------------------------------------------------------------------------- Income before Income Taxes 730.1 616.5 542.7 471.9 387.4 Provision for Income Taxes 245.0 211.5 188.8 162.5 128.6 - -------------------------------------------------------------------------------- Net Income $ 485.1 $ 405.0 $ 353.9 $ 309.4 $ 258.8 - -------------------------------------------------------------------------------- Net Income Applicable to Common Stock $ 479.4 $ 400.2 $ 349.0 $ 304.4 $ 253.9 - -------------------------------------------------------------------------------- Per Common Share Net Income Basic $ 2.17 $ 1.81 $ 1.58 $ 1.37 $ 1.13 Diluted 2.08 1.74 1.52 1.33 1.11 Dividends Declared .56 .495 .435 .375 .325 Book Value--End of Period (EOP) 10.54 9.25 8.19 7.27 6.40 Market Price--EOP 81.56 53.00 43.66 34.88 18.13 - -------------------------------------------------------------------------------- Average Total Assets $ 34,043 $30,177 $27,191 $24,052 $20,964 Senior Notes--EOP 500 500 700 785 305 Long-Term Debt--EOP 638 659 458 440 428 Debt-Floating Rate Capital Securities--EOP 268 268 267 267 -- - -------------------------------------------------------------------------------- Ratios Dividend Payout Ratio 25.9% 27.6% 27.7% 27.5% 28.5% Return on Average Assets 1.43 1.34 1.30 1.29 1.23 Return on Average Common Equity 22.09 20.67 20.47 20.17 18.64 Tier 1 Capital to Risk-Weighted Assets--EOP 9.79 9.92 9.78 9.61 8.19 Total Capital to Risk-Weighted Assets--EOP 12.85 13.60 13.06 12.78 11.87 Leverage Ratio 6.91 7.14 6.90 6.87 6.42 Average Stockholders' Equity to Average Assets 6.73 6.81 6.71 6.78 7.09 Average Loans and Leases Times Average Stockholders' Equity 7.2x 7.1x 7.3x 7.2x 7.0x - -------------------------------------------------------------------------------- Stockholders--EOP 3,194 3,251 3,373 3,380 3,335 Staff--EOP (full-time equivalent) 9,466 8,583 8,156 7,553 6,933
Northern Trust Corporation (Corporation) is a bank holding company organized in 1971 to hold all of the outstanding capital stock of The Northern Trust Company (Bank), an Illinois banking corporation with its headquarters located in the Chicago financial district. The Corporation also owns banks with offices in Arizona, California, Colorado, Florida and Texas, a federal savings bank with offices in Michigan, Missouri, Nevada, Ohio, Washington and Wisconsin, a trust company in New York and various other nonbank subsidiaries, including an investment management company, a securities brokerage firm, an international investment consulting firm and a retirement services company. The Bank has global custody operations in London, offices in the Chicago metropolitan area and various subsidiaries including a leasing company, a Canadian trust company, a New York Edge Act company and a global fund services provider. Although - -- -- - -- -- 27 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- the operations of other subsidiaries will be of increasing significance to the Corporation, it is expected that the Bank will continue to be the major source of the consolidated assets, revenues and net income in the foreseeable future. All references to "Northern Trust" refer to Northern Trust Corporation and its subsidiaries on a consolidated basis. The Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with Northern Trust's Consolidated Financial Statements and Consolidated Financial Statistics included herein. Results of Operations - -------------------------------------------------------------------------------- Overview. Net income for 2000 totaled a record $485.1 million, a 20% increase from the $405.0 million earned in 1999 which in turn was 14% greater than the $353.9 million earned in 1998. Diluted net income per common share increased 20% to $2.08 from $1.74 in 1999, which was up 14% from $1.52 in 1998. The record net income performance produced a return on average common stockholders' equity of 22.09% compared with 20.67% in 1999 and 20.47% in 1998. The return on average assets was 1.43% in 2000 compared with 1.34% in 1999 and 1.30% in 1998. 2000 marks the thirteenth consecutive year of record earnings. Trust fees, net interest income, foreign exchange trading profits and treasury management fees were all at record levels, while trust assets under administration reached $1.68 trillion at December 31, 2000, up $145.9 billion from a year ago. Strength in all of Northern Trust's diversified revenue sources produced a 20% increase in revenues while operating expenses also increased by 20%, resulting in a 160% productivity ratio, an all-time high. Stockholders' equity grew to $2.46 billion, as compared to $2.17 billion at December 31, 1999 and $1.94 billion at December 31, 1998, primarily through the retention of earnings, offset in part by the repurchase of common stock pursuant to the Corporation's share buyback program. The Board of Directors increased the quarterly dividend per common share 14.8% in November 2000, to $.155 from $.135, for a new annual rate of $.62. This is the fourteenth consecutive year in which the dividend rate has been increased. The Board's action reflects a policy of increasing the dividend rate with increased profitability while retaining sufficient earnings to allow for strategic expansion and the maintenance of a strong balance sheet and capital ratios. Northern Trust's strategy will continue to focus on growing its two principal business units: Corporate and Institutional Services (C&IS) and Personal Financial Services (PFS). C&IS administers and manages domestic and global investment pools for corporate and institutional clients worldwide. PFS provides financial services to individuals and closely held businesses through a unique personal financial services network in twelve states. An important element in this strategy is increasing the penetration of the C&IS and PFS target markets with investment products and services provided by a third business unit, Northern Trust Global Investments (NTGI). In executing this strategy, Northern Trust emphasizes service quality through a high level of personal service complemented by the effective use of technology. Operating support for these business units is provided through the Worldwide Operations and Technology business unit (WWOT). Expense growth and capital expenditures are closely monitored to ensure that short- and long-term business strategies and performance objectives are effectively balanced. Noninterest Income. Noninterest income represented 71% of total taxable equivalent revenue in 2000, compared with 69% one year ago. Noninterest income totaled $1.54 billion in 2000, $1.24 billion in 1999, and $1.07 billion in 1998. Trust Fees. Trust fees accounted for 78% of total noninterest income and 56% of total taxable equivalent revenue in 2000. Trust fees for 2000 increased 23% to $1.2 billion from $974.2 million in 1999, which was up 19% from $816.3 million in 1998. Trust fees have increased at a compound growth rate of 19% for the past five years. Total trust assets under administration at December 31, 2000 were $1.68 trillion compared to $1.54 trillion a year ago, an increase of 9.5%. Included in the above is $385.3 billion of global custody assets. Trust assets under management, also included in the above, increased 13% to $338.0 billion, up from $299.1 billion at the end of 1999. Trust fees are based on the market value of assets managed and administered, the volume of transactions, securities lending volume and spreads, and fees for other services rendered. Asset-based fees are typically determined on a sliding scale so that as the value of a client portfolio grows in size, Northern Trust receives a smaller percentage of the increasing value as fee income. Therefore, market value or other changes in a portfolio's size do not typically have a proportionate impact on the level of trust fees. Certain investment management fee arrangements also may provide for - -- -- - -- -- 28 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- performance fees which are based on client portfolio returns exceeding predetermined levels. In addition, C&IS trust relationships are increasingly priced to reflect earnings from activities such as custody-related deposits and foreign exchange trading that are not included in trust fees. Custody-related deposits maintained with bank subsidiaries and foreign branches are primarily interest-bearing and averaged $7.7 billion in 2000, $7.0 billion in 1999 and $6.0 billion in 1998. Northern Trust's fiduciary business encompasses Master Trust, Master Custody, investment management and retirement services for corporate and institutional asset pools, as well as a complete range of estate planning, fiduciary and asset management services for individuals. Fees from these services are fairly evenly distributed between C&IS and PFS. A discussion of the trust related services provided by each of these business units and NTGI follows. The operating results, which include both trust and banking services, for C&IS and PFS are provided on pages 34-37. Corporate and Institutional Services. Trust fees in C&IS increased 21% in 2000 to $587.8 million from $484.6 million in 1999, which was up 14% from $423.7 million in 1998. These fees are derived from the full set of Master Trust and Master Custody services that Northern Trust provides to retirement plans and institutional clients worldwide. Northern Trust's products include worldwide custody, settlement, reporting and investment management. Investment related services include cash management, securities lending, performance analysis, risk management and a broad range of active and passive investment products provided through NTGI. In addition to these services, Northern Trust offers its clients a comprehensive array of retirement consulting and recordkeeping services. The following table summarizes C&IS trust fees by product: Corporate and Institutional Services Summary of Trust Fees by Product - --------------------------------------------------------------------------------
(In Millions) 2000 1999 1998 - ---------------------------------------------------- Custody Services $194.5 $157.4 $149.2 Investment Management 178.6 149.2 123.2 Securities Lending 117.3 97.6 85.2 Retirement Consulting Services 59.9 46.7 34.9 Other Services 37.5 33.7 31.2 - ---------------------------------------------------- Total Trust Fees $587.8 $484.6 $423.7
All services provided by C&IS contributed to the $103.2 million increase in trust fees. Fees from custody services increased 24% as a result of new business and accounted for $37.1 million or 36% of the growth in C&IS trust fees. The increase reflects strong growth in global custody and the May 2000 acquisition of Northern Trust (Ireland) Limited (formerly Ulster Bank Investment Services Limited), which contributed $4.8 million of incremental custody fee income. Domestic and international securities lending fees were strong, combining to increase $19.7 million or 20% to $117.3 million, resulting predominantly from higher volumes. New business drove a $13.2 million or 28% increase in retirement services recordkeeping and consulting fees. C&IS trust fees also benefited from new asset management business, demonstrating continued success in its offerings of both passive and actively managed investment products to trust and banking clients. Excellent new business, together with strong investment results, drove a $29.4 million or 20% increase in fees from investment products. These higher fees include $7.5 million of revenue earned for co-administration services rendered to Northern Institutional Funds compared with $5.4 million in 1999. Investment management fees also include $11.0 Consolidated Trust Assets Under Administration - --------------------------------------------------------------------------------
Five- Year Compound Percent Growth December 31 Change Rate - -------------------------------------------------------------------------------------- ($ In Billions) 2000 1999 1998 1997 1996 2000/99 - -------------------------------------------------------------------------------------- Corporate & Institutional $ 239.9 $ 207.5 $ 162.6 $ 138.1 $ 83.7 16% 29% Personal 98.1 91.6 73.4 58.5 46.6 7 21 - -------------------------------------------------------------------------------------- Total Managed Trust Assets 338.0 299.1 236.0 196.6 130.3 13 26 - -------------------------------------------------------------------------------------- Corporate & Institutional 1,275.1 1,178.4 975.9 845.3 618.2 8 21 Personal 70.7 60.4 47.8 37.4 30.4 17 23 - -------------------------------------------------------------------------------------- Total Non-Managed Trust Assets 1,345.8 1,238.8 1,023.7 882.7 648.6 9 21 - -------------------------------------------------------------------------------------- Consolidated Trust Assets Under Administration $1,683.8 $1,537.9 $1,259.7 $1,079.3 $778.9 9% 22%
- -- -- - -- -- Northern Trust Corporation 29 Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- million, compared to $2.9 million in 1999, of performance-based incentive fees for several Northern Trust Global Advisors' (NTGA) "manager of manager" funds. These fees are largely offset by performance-based incentive payments to the sub-advisors of these funds that are reflected in other operating expenses. Total C&IS trust assets under administration increased 9.3% from December 31, 1999 to $1.51 trillion at December 31, 2000. Of the C&IS trust assets under administration, 40% was invested in equity securities, 24% in fixed income securities, 12% in cash and other assets and 24% in global custody assets. Included in C&IS assets administered are those for which Northern Trust has management responsibility. Managed assets were invested 27% in equity securities, 18% in fixed income securities and 55% in cash and other assets. The cash and other assets that have been deposited by investment firms as collateral for securities they have borrowed from trust clients are invested by Northern Trust and are included in trust assets under administration as managed assets. The collateral totaled $94.6 billion and $80.7 billion at December 31, 2000 and 1999, respectively. Net new recurring C&IS business sold and transitioned in 2000 was approximately $79 million in annualized trust fees, compared with $80 million in 1999, which was adjusted to be on a comparable basis to 2000. Approximately 55% of the new business sold came from existing clients and 45% from new relationships. Personal Financial Services. Northern Trust has positioned itself in markets having significant concentrations of wealth and growth potential. With the establishment of new offices in St. Louis, Missouri, Las Vegas, Nevada and Milwaukee, Wisconsin, and the addition of four other new offices in existing states in 2000, Northern Trust's unique network of Personal Financial Services offices reached 81 locations in twelve states. PFS also includes the Wealth Management Group, which provides customized products and services to meet the complex financial needs of families in the United States and throughout the world with assets typically exceeding $100 million. At December 31, 2000 trust assets under administration in PFS totaled $168.8 billion, an increase of 11.0% from $152.0 billion at December 31, 1999, reflecting record new business development. Of the personal trust assets under administration, 59% was invested in equity securities, 25% in fixed income securities and 16% in cash and other assets. Included in assets administered are those for which Northern Trust has management responsibility. Managed assets were invested 55% in equity securities, 29% in fixed income securities and 16% in cash and other assets. PFS trust fees also reached record levels, increasing 25% to $613.4 million for the year compared to $489.6 million in 1999 and $392.6 million in 1998. Included in these results were $4.2 million of fees generated by Northern Trust Value Investors (formerly Carl Domino Associates, L.P.), a May 2000 acquisition. Every state in the PFS network recorded trust fee increases of 20% or more, with Arizona and Texas over 30%. The Wealth Management Group also had excellent performance, with trust fees increasing 31%, and at year-end administered $61.4 billion for significant family asset pools nationwide, up 17.5% from last year. Included in the prior year results were $9.6 million of additional fees resulting from strong investment performance in several NTGA "manager of manager" funds for PFS clients. These fees were largely offset by increased performance-based incentive payments to sub-advisors that are reflected in other operating expenses. Net recurring new business sold and transitioned in 2000 totaled a record $89 million in annualized trust fees, up 22% from 1999. Northern Trust Global Investments. Northern Trust Global Investments brings together the investment activities of the C&IS and PFS businesses. The revenues associated with this business unit are fully allocated to C&IS and PFS. NTGI integrates Northern Trust's portfolio management, research and trading with client servicing, institutional sales, marketing and product management, while continuing to emphasize Northern Trust's overall relationship orientation. In May 2000, Northern Trust completed the acquisition of Carl Domino Associates, L.P., providing NTGI with a value equity investment management capability to complement its historical growth equity style. This acquisition, which now operates as Northern Trust Value Investors, is located in West Palm Beach, Florida and had approximately $2 billion in assets under management at the time of acquisition. NTGI's strategic focus on investment management, branding, product management, distribution and client servicing helped drive Northern Trust's strong growth in assets under management during 2000. Northern Trust continued to achieve solid investment results across asset classes. For example, 19 of 38 capital market mutual funds advised by Northern Trust earned high ("A" or "B") one-year rankings by Lipper Analytical Services, a respected mutual fund rating agency. Also, 17 of 28 funds earned "A" or "B" three-year rankings by Lipper. Many of Northern Trust's other investment products also demonstrated strong performance during the year. - -- -- - -- -- 30 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- New capabilities were added to Northern Trust's array of investment products in 2000. Equity and fixed income product lines were strategically expanded with the addition of several new funds, complementing the well-established core capabilities in both asset classes. To support the expanding product line, Northern Trust continued to add experienced investment personnel, adding an international equity team in London, as well as a hedge fund professional and private equity fund professionals in Chicago. Northern Trust's institutional and retail mutual funds continued to enjoy significant growth, reaching $37.7 billion in assets by year-end. Northern Trust's competitive investment results, combined with new product offerings, improvements in sales and client servicing and increases in market values, provided the foundation for another year of strong growth in assets under management. By year-end, Northern Trust managed $338.0 billion for personal and institutional clients, up from $299.1 billion at year-end 1999. To further strengthen the structure of NTGI and respond to the provisions of the Gramm-Leach-Bliley Act of 1999 relating to investment advisory activities, in January 2001 NTGI consolidated certain of its institutional investment management services into Northern Trust Investments, Inc. (NTI), a separate subsidiary of the Bank. This subsidiary, a registered investment advisor, will provide investment management services to Northern Trust's two mutual fund families and institutional clients. This structure will make the administration of these activities more efficient as well as accommodate future development of Northern Trust's investment business. Foreign Exchange Trading Profits. Foreign exchange trading profits totaled a record $152.7 million, up 42% from $107.7 million in 1999 and $103.5 million in 1998. As custodian, Northern Trust provides foreign exchange services in the normal course of business. Active management of currency positions, within conservative limits, also contributes to trading profits. The current year foreign exchange results benefited from market volatility in the major currencies, including high volatility in the euro throughout the year, as well as growth in global assets under custody and a higher level of client transaction volume. The increase in profits in 1999 primarily reflects strong results of active management offset by a decline in client activity resulting from the conversion to the euro. Treasury Management Fees. The fee portion of treasury management revenues totaled $71.5 million in 2000, a 5% increase from the $67.9 million reported in 1999 compared with $69.9 million in 1998. Total treasury management revenues, which, in addition to fees, include the computed value of compensating deposit balances, increased 8% to $107.2 million from $99.3 million in 1999 compared to $97.0 million in 1998, reflecting the continued growth of new business in both paper- and electronic-based products. Security Commissions and Trading Income. Security commissions and trading income totaled $34.3 million in 2000, compared with $30.2 million in 1999 and $28.0 million in 1998. This income is primarily generated from securities brokerage services provided by Northern Trust Securities, Inc. (NTSI). Additional revenue is provided from underwriting selected general obligation tax-exempt securities and interest risk management activities with clients. The increase in both years reflects continued strong growth in securities brokerage activities, up 13% in 2000 and 15% in 1999. Other Operating Income. Other operating income includes loan, letter of credit and deposit-related service fees and other miscellaneous income from asset sales. Other operating income in 2000 totaled $77.1 million compared with $54.5 million in 1999 and $52.6 million in 1998. Nonrecurring gains from the sale of assets in 2000 totaled $4.5 million, compared to $4.0 million in 1999 and $3.8 million in 1998. Excluding nonrecurring items, the increase in other operating income in 2000 is primarily attributable to higher loan service, trust deposit and banking-related fees. Investment Security Gains. Net security gains totaling $.2 million were realized in 2000. This compares with net gains of $.7 million in 1999 and $1.3 million in 1998. Net Interest Income. Net interest income is defined as the total of interest income and amortized fees on earning assets, less interest expense on deposits and borrowed funds, adjusted for the impact of off-balance sheet hedging activity. Earning assets, which consist of securities, loans and money market assets, are financed by a large base of interest-bearing funds, including retail deposits, wholesale deposits, short-term borrowings, senior notes and long-term debt. Earning assets are also funded by net noninterest-related funds. Net noninterest-related funds consist of demand deposits, the reserve for credit losses and stockholders' equity, reduced by nonearning assets including cash and due from banks, items in process of collection, buildings and equipment and other nonearning assets. Variations in the level and mix of earning assets, interest-bearing funds and net noninterest-related funds, and their relative sensitivity to interest rate movements, are the dominant factors affecting net interest income. In addition, net interest income is impacted by the level of nonperforming assets and - -- -- - -- -- 31 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- client use of compensating deposit balances to pay for services. Net interest income for 2000 was a record $568.6 million, up 10% from $518.8 million in 1999, which was up 9% from $477.2 million in 1998. When adjusted to a fully taxable equivalent (FTE) basis, yields on taxable, nontaxable and partially taxable assets are comparable, although the adjustment to a FTE basis has no impact on net income. Net interest income on a FTE basis for 2000 was a record $621.9 million, an increase of $64.5 million or 12% from $557.4 million in 1999 which in turn was up 9% from $513.1 million in 1998. Through steady asset growth and conservative interest rate risk management, Northern Trust has been successful in generating year over year improvement in net interest income as evidenced by the fact that 2000 represents the seventeenth consecutive year of record performance. The improvement in FTE net interest income in 2000 was driven primarily by a 13% increase in average earning assets and a 15% increase in noninterest-related funds. The net interest margin declined to 2.02% from 2.05% last year. The decline in the margin is primarily attributable to the growth in low-spread federal agency securities. Earning assets averaged $30.7 billion, up 13% from the $27.2 billion reported in 1999, which was up from $24.6 billion in 1998. The $3.5 billion growth in average earning assets reflects a 14% or $2.0 billion increase in loans and a 22% or $1.7 billion increase in securities, partially offset by a $224 million decrease in money market assets. For a complete analysis of volume and interest rate changes affecting net interest income, refer to the Average Statement of Condition with Analysis of Net Interest Income on pages 80 and 81. Loan volume for the year averaged $16.5 billion with the predominant portion of the growth reflected in the domestic portfolio. The domestic growth came from residential mortgage activities, up $424 million to $6.5 billion on average, and commercial and industrial loans, up $392 million to $4.8 billion. In addition, reflecting strong growth in lending to Wealth Management and private banking clients, personal loans increased $560 million, to average $2.0 billion for the year. International loans increased $110 million to average $643 million. The loan portfolio includes noninterest-bearing domestic and international overnight advances related to processing certain trust client investments, which averaged $938 million in 2000, up from $694 million a year ago. Securities averaged $9.7 billion in 2000, up 22% from $8.0 billion a year ago resulting primarily from higher levels of federal agency securities. Money market assets averaged $4.5 billion in 2000 versus $4.7 billion in 1999. The increase in average earning assets of $3.5 billion was funded through growth in interest-bearing deposits, other interest-related funding sources, and noninterest-related funds. The deposit growth was concentrated primarily in foreign office time deposits, up $1.5 billion resulting from increased global custody activity, other time and savings certificates, up $386 million and Analysis of Net Interest Income (FTE) - --------------------------------------------------------------------------------
Percent Change - ----------------------------------------------------------------------------------------------- ($ In Millions) 2000 1999 1998 2000/99 1999/98 - ----------------------------------------------------------------------------------------------- Interest Income $ 2,011.1 $ 1,568.6 $ 1,503.1 28.2% 4.4% FTE Adjustment 53.3 38.6 35.9 38.1 7.5 - ----------------------------------------------------------------------------------------------- Interest Income-FTE 2,064.4 1,607.2 1,539.0 28.4 4.4 Interest Expense 1,442.5 1,049.8 1,025.9 37.4 2.3 - ----------------------------------------------------------------------------------------------- Net Interest Income-FTE $ 621.9 $ 557.4 $ 513.1 11.6% 8.6% - ----------------------------------------------------------------------------------------------- Average Volume Earning Assets $30,748.7 $27,241.5 $24,624.5 12.9% 10.6% Interest-Related Funds 26,056.2 23,170.1 20,940.7 12.5 10.6 Noninterest-Related Funds 4,692.5 4,071.4 3,683.8 15.3 10.5 - ----------------------------------------------------------------------------------------------- Change in Percentage - ----------------------------------------------------------------------------------------------- Average Rate Earning Assets 6.71% 5.90% 6.25% .81 (.35) Interest-Related Funds 5.54 4.53 4.90 1.01 (.37) Interest Rate Spread 1.17 1.37 1.35 (.20) .02 Total Source of Funds 4.69 3.85 4.17 .84 (.32) - ----------------------------------------------------------------------------------------------- Net Interest Margin 2.02% 2.05% 2.08% (.03) (.03)
Refer to pages 80 and 81 for a detailed analysis of net interest income. - -- -- - -- -- 32 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- higher levels of savings and money market deposits, up $359 million. Other interest-related funds averaged $9.6 billion, up $669 million, principally from higher treasury, tax and loan balances and borrowings from the Federal Home Loan Bank. Partially offsetting this increase were lower levels of federal funds sold and securities sold under agreements to repurchase. Average net noninterest-related funds increased $621 million, mainly due to higher demand deposits and stockholders' equity. Stockholders' equity for the year averaged $2.3 billion, an increase of $234 million or 11% from 1999, principally due to the strong earnings performance, offset in part by the repurchase of common stock pursuant to the Corporation's share buyback program. Provision for Credit Losses. The provision for credit losses of $24.0 million was $11.5 million higher than the $12.5 million required in 1999 which in turn was $3.5 million greater than the $9.0 million provision in 1998. The overall quality of the loan portfolio remains strong. For a discussion of the reserve for credit losses, refer to pages 42 through 44. Noninterest Expenses. Noninterest expenses for 2000 totaled $1.35 billion, up $226.5 million or 20% from $1.13 billion in 1999, which was up 13% from $997.1 million in 1998. Expense increases during 2000 reflect a variety of growth initiatives, including staff additions and higher operating expenses necessary to support record levels of new business and growing transaction volumes, investments in technology, (including e-business initiatives) and PFS office expansion, business promotion and the expenses of co-administration services now being provided to the two mutual fund families. Performance-based compensation increased 26%, resulting from exceptional new business results, record net income, client investment portfolio performance, and the 54% increase in the price of Northern Trust Corporation common stock during the year. Incremental expenses resulting from two mid-year acquisitions totaled $13.3 million in 2000. Noninterest expenses for 1999 increased $127.9 million or 13% over 1998. Expenses in 1999 reflect $6.8 million of project costs related to Year 2000 initiatives compared to $11.5 million in 1998. The expense increase in 1999 reflects staff additions and higher operating expenses necessary to support new business and growing transaction volumes, investments in technology and PFS office expansion, business promotion and the expenses of co-administration services provided to the two mutual fund families. Performance-based compensation also increased, resulting from excellent new business results, improved client investment portfolio performance, strong corporate earnings and the price increase in Northern Trust Corporation common stock. The productivity ratio, defined as total revenue on a taxable equivalent basis divided by noninterest expenses, was 160% for 2000, an all-time high, up from 159% in both 1999 and 1998. Compensation and Benefits. Compensation and benefits, which represent 59% of total noninterest expenses, increased 17% to $798.4 million in 2000 from $681.1 million in 1999, which was up 12% from $609.4 million in 1998. Compensation costs, the largest component of noninterest expenses, totaled $689.1 million, up $106.5 million or 18% from $582.6 million a year ago. The increase in 2000 was primarily attributable to staff additions, higher performance-based compensation and salary increases. Performance-based compensation expense was up from the prior year by $38.7 million in 2000 and $32.8 million in 1999, reflecting the impact of excellent new business results, strong client investment portfolio performance, record corporate earnings and the price increase in Northern Trust Corporation common stock. As a result of adopting Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" in 1999, Northern Trust capitalized salary and benefit costs totaling $19.8 million in 2000 and $13.5 million in 1999 as software. Staff on a full-time equivalent basis averaged 9,019 in 2000, up 10% compared with 8,200 in 1999, which was up 5% from 7,844 in 1998. The increase in staff levels during 2000 was required to support growth initiatives and strong new business in both C&IS and PFS. Average staff levels in 1999 would have been approximately 8% higher than in 1998 and compensation expense would have increased more, had Northern Trust not outsourced Illinois check processing at the end of 1998. These expenses are now included in outside services purchased and reflected in other operating expenses. Staff on a full-time equivalent basis totaled 9,466 at December 31, 2000, an increase of 10% from 8,583 at the end of last year. Employee benefit costs for 2000 totaled $109.3 million, up $10.8 million or 11% from $98.5 million in 1999 which was 8% higher than the $91.3 million in 1998. The increase in employee benefits in each of the past two years primarily reflects higher payroll taxes, medical and dental plan costs, and retirement plan benefits resulting predominantly from staff growth. Occupancy Expense. Net occupancy expense totaled $87.3 million, up 18% or $13.0 million from $74.3 million in 1999, which was up 9% from $67.9 million in 1998. The principal components of the 2000 - -- -- - -- -- 33 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- increase were higher rental and utility costs, real estate taxes, and depreciation and maintenance of buildings and leasehold improvements associated with office expansion. The increase in 1999 resulted from higher rental costs, real estate taxes, and depreciation and maintenance of buildings. Equipment Expense. Equipment expense, which includes depreciation, rental, and maintenance costs, totaled $73.1 million, up 15% from $63.6 million in 1999, which was 2% higher than the $62.2 million in 1998. The 2000 results reflect higher levels of computer hardware depreciation expense, rental and maintenance costs of computers and equipment. The 1999 results reflect higher levels of computer hardware depreciation expense, offset by lower rental and maintenance costs of computers and equipment. Other Operating Expenses. Other operating expenses for 2000 totaled $392.7 million, up 28% from $306.0 million in 1999, which was up 19% from $257.6 million in 1998. The increase in the 2000 expense level was principally the result of continued investment in technology, including e-business initiatives, business promotion, co-administration services provided to Northern Trust's two mutual fund families, expansion of the personal trust and banking office network, and higher operating expenses necessary to support business growth. These initiatives resulted in increases in technical and consulting service fees, data processing costs, subcustodian fees, business development efforts, amortization of software and operating costs relating to the significant growth in volumes. Also, as a result of the rapid growth in Northern Trust's global business, London-based personnel increased by 13% to over 600 staff during the year. In response to this growth, the Bank entered into a lease for additional space which will allow for the relocation of the majority of the staff to a larger facility during 2002. This decision resulted in a $3.8 million charge in 2000 relating to the estimated cost to exit an existing location. Investments in technology are designed principally to support and enhance the transaction processing, investment management and securities handling capability of the trust and banking businesses, as well as relationship management and client interaction. Additional capital expenditures planned for systems technology will result in future expenses for the depreciation of hardware and amortization of software. Depreciation and software amortization are charged to equipment and other operating expenses, respectively. Provision for Income Taxes. The provision for income taxes was $245.0 million in 2000 compared with $211.5 million in 1999 and $188.8 million in 1998. The increase reflects the continued growth in income from federally taxable sources while tax-exempt municipal interest has remained relatively stable. The effective tax rate was 34% for 2000 and 1999 compared with 35% for 1998. Business Segments - -------------------------------------------------------------------------------- Northern Trust Corporation, under Chairman and Chief Executive Officer William A. Osborn, organizes client services around two principal business units, C&IS and PFS. Investment management services and products are provided to the clients of these business units by NTGI. Operating and systems support is provided to each of the business units by WWOT. Each of these four business units has a president who reports to President and Chief Operating Officer Barry G. Hastings. For management reporting purposes, the operations of NTGI and WWOT are allocated to the other business units. The Risk Management Unit includes the Treasury Department and reports directly to Mr. Osborn. Mr. Osborn has been identified as the chief operating decision maker because he has final authority over resource allocation decisions and performance assessment. Business unit results are presented in order to promote a greater understanding of their financial performance. The information, presented on an internal management reporting basis, is derived from internal accounting systems that support the strategic objectives and management structure. Management has developed accounting systems to allocate revenue and expenses related to each segment, as well as certain corporate support services, worldwide operations and systems development expenses. The management reporting systems also incorporate processes for allocating assets, liabilities and the applicable interest income and expense. Tier 1 and tier 2 capital is allocated based on the federal risk-based capital guidelines at a level that is consistent with Northern Trust's consolidated capital ratios, coupled with management's judgment of the operational risks inherent in the business. Allocations of capital and certain corporate expenses may not be representative of levels that would be required if the segments were independent entities. The accounting policies used for management reporting are the same as those described in "Accounting Policies," in the Notes to Consolidated Financial Statements. Transfers of income and expense items are recorded at cost; there is no intercompany profit or loss on sales or transfers between business units. Northern Trust's presentations are not necessarily consistent with similar information for other financial institutions. For management reporting purposes, certain corporate income and expense items are not allocated to the business units and are - -- -- - -- -- 34 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- presented as part of "Treasury and Other." These items include the impact of long-term debt, preferred equity, holding company investments, and certain corporate operating expenses. The following tables reflect the earnings contribution of Northern Trust's business segments for the years ended December 31, 2000, 1999 and 1998 on the basis described above.
Corporate and Institutional Services - --------------------------------------------------------------------------- ($ In Millions) 2000 1999 1998 - --------------------------------------------------------------------------- Noninterest Income Trust Fees $ 587.8 $ 484.6 $ 423.7 Other 264.5 199.4 196.5 Net Interest Income after Provision for Credit Losses* 185.5 168.8 147.6 Noninterest Expenses 630.6 534.4 503.5 - --------------------------------------------------------------------------- Income before Income Taxes* 407.2 318.4 264.3 Provision for Income Taxes* 157.8 124.1 103.4 - --------------------------------------------------------------------------- Net Income $ 249.4 $ 194.3 $ 160.9 - --------------------------------------------------------------------------- Percentage Net Income Contribution 51% 48% 45% - --------------------------------------------------------------------------- Average Assets $16,561.5 $13,324.0 $11,552.9 Personal Financial Services - --------------------------------------------------------------------------- ($ In Millions) 2000 1999 1998 - --------------------------------------------------------------------------- Noninterest Income Trust Fees $ 613.4 $ 489.6 $ 392.6 Other 68.7 60.1 52.9 Net Interest Income after Provision for Credit Losses* 400.7 375.6 335.5 Noninterest Expenses 643.9 550.7 460.3 - --------------------------------------------------------------------------- Income before Income Taxes* 438.9 374.6 320.7 Provision for Income Taxes* 170.5 146.7 127.2 - --------------------------------------------------------------------------- Net Income $ 268.4 $ 227.9 $ 193.5 - --------------------------------------------------------------------------- Percentage Net Income Contribution 55% 56% 55% - --------------------------------------------------------------------------- Average Assets $13,485.0 $11,798.2 $10,394.7 Treasury and Other - --------------------------------------------------------------------------- ($ In Millions) 2000 1999 1998 - --------------------------------------------------------------------------- Noninterest Income Trust Fees $ -- $ -- $ -- Other 2.6 1.5 5.9 Net Interest Income after Provision for Credit Losses* 11.7 .5 21.0 Noninterest Expenses 77.0 39.9 33.3 - --------------------------------------------------------------------------- Loss before Income Taxes* (62.7) (37.9) (6.4) Benefit for Income Taxes* (30.0) (20.7) (5.9) - --------------------------------------------------------------------------- Net Loss $ (32.7) $ (17.2) $ (.5) - --------------------------------------------------------------------------- Percentage Net Income Contribution (6)% (4)% --% - --------------------------------------------------------------------------- Average Assets $ 3,996.8 $ 5,054.8 $ 5,243.1

Consolidated - ------------------------------------------------------------------------- ($ In Millions) 2000 1999 1998 - ------------------------------------------------------------------------- Noninterest Income Trust Fees $ 1,201.2 $ 974.2 $ 816.3 Other 335.8 261.0 255.3 Net Interest Income after Provision for Credit Losses* 597.9 544.9 504.1 Noninterest Expenses 1,351.5 1,125.0 997.1 - ------------------------------------------------------------------------- Income before Income Taxes* 783.4 655.1 578.6 Provision for Income Taxes* 298.3 250.1 224.7 - ------------------------------------------------------------------------- Net Income $ 485.1 $ 405.0 $ 353.9 - ------------------------------------------------------------------------- Percentage Net Income Contribution 100% 100% 100% - ------------------------------------------------------------------------- Average Assets $34,043.3 $30,177.0 $27,190.7
*Stated on a fully taxable equivalent basis (FTE). The consolidated figures include $53.3 million, $38.6 million and $35.9 million of FTE adjustment for 2000, 1999 and 1998, respectively. Note: Certain reclassifications have been made to 1999 and 1998 financial information to conform to the current year's presentation. Corporate and Institutional Services. The C&IS business unit, under the direction of Peter L. Rossiter, President--C&IS, provides trust, commercial banking and treasury management services to corporate and institutional clients. Trust activities encompass custody services for securities in the United States and foreign markets, as well as securities lending, asset management and actuarial and recordkeeping services for retirement plans. Foreign exchange services, which primarily relate to global custody activities, are also part of C&IS, as is a full range of commercial banking services. Treasury management services are provided to corporations and financial institutions and include a variety of products and services to accelerate cash collections, control disbursement outflows and generate information to manage cash products. Net income for C&IS increased 28% in 2000 and totaled $249.4 million compared to $194.3 million in 1999 which was up 21% from the $160.9 million in 1998. The current year growth in net income was primarily driven by a 21% increase in trust fees and a 42% increase in foreign exchange trading profits. Trust fees represented 57% of total C&IS revenues in both 2000 and 1999. Northern Trust, through C&IS, is a leading provider of Master Trust and Master Custody services to three targeted markets: retirement plans, institutional clients, and international clients. Retirement plans include the large corporate market, middle market and public and union retirement funds. The institutional market includes insurance companies, foundations and endowments and trust services for domestic correspondent banks. International clients include asset pools domiciled outside the U.S. and group trusts. A - -- -- - -- -- 35 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- summary of C&IS trust fees and trust assets for each market follows. Corporate and Institutional Services Summary of Trust Fees - --------------------------------------------------------------------------------
(In Millions) 2000 1999 1998 - ---------------------------------------------- Domestic Retirement Plans $ 352.8 $ 304.3 $ 273.5 Institutional 106.8 85.0 74.5 International 128.2 95.3 75.7 - ---------------------------------------------- Total Trust Fees $ 587.8 $ 484.6 $ 423.7
Corporate and Institutional Services Summary of Trust Assets Under Administration - --------------------------------------------------------------------------------
December 31 - ------------------------------------------------------- (In Billions) 2000 1999 1998 - ------------------------------------------------------- Domestic Retirement Plans $ 849.3 $ 800.4 $ 662.3 Institutional 242.9 250.1 229.4 International 326.3 253.6 180.9 Securities Lending/Other 96.5 81.8 65.9 - ------------------------------------------------------- Total Trust Assets $1,515.0 $1,385.9 $1,138.5
The growth in other noninterest income in 2000 resulted primarily from a 42% increase in foreign exchange trading profits and higher levels of trust deposit-related revenues and loan service fees. Treasury management fees also contributed to the improvement, increasing 6% from 1999. Net interest income after provision for credit losses on a FTE basis increased 10% in 2000 and 14% in 1999. The increase in 2000 was driven by a 25% increase in earning assets, with loans increasing 18% and money market assets increasing 30%. Earning assets in 1999 were up 15% from 1998 primarily the result of growth in loans and money market assets. Total noninterest expenses of C&IS, which include both the direct expenses of the business unit and indirect expense allocations from NTGI and WWOT for product and operating support, increased 18% in 2000 and 6% in 1999. The growth in expenses is primarily attributable to increases in compensation and employee benefits and higher operating costs to support business growth. Personal Financial Services. The PFS business unit, under the direction of Mark Stevens, President--PFS, encompasses personal trust and investment management services, estate administration, banking and residential mortgage lending offered through the Bank in Illinois and affiliates in eleven other states. The PFS strategy is to focus on small/mid-size businesses, owners and executives, retirees and high net worth individuals in each banking subsidiary's target market. The financial needs of families with assets exceeding $100 million are served through its Wealth Management Group internationally. NTSI is also part of PFS. PFS net income totaled $268.4 million in 2000, an increase of 18% from 1999 which in turn was 18% above the net income achieved in 1998. Growth in trust activities continued to be the driver of the record performance for the business unit, with trust fees increasing 25% for the second consecutive year, resulting from record new business throughout Northern Trust's PFS network. Trust fees for Illinois in 1999 included $9.6 million of performance-based fees earned by NTGA as a result of strong investment performance in several funds managed for PFS clients. A summary of trust fees and trust assets by state and for Wealth Management follows. Personal Financial Services Summary of Trust Fees - --------------------------------------------------------------------------------
(In Millions) 2000 1999 1998 - -------------------------------------------- Illinois $219.8 $181.8 $148.2 Florida 179.1 146.9 116.8 California 72.8 59.5 50.3 Arizona 38.8 29.2 23.4 Texas 24.1 17.9 13.8 Other States 12.0 3.3 .1 Wealth Management 66.8 51.0 40.0 - -------------------------------------------- Total Trust Fees $613.4 $489.6 $392.6 Personal Financial Services Summary of Trust Assets Under Administration - -------------------------------------------- December 31 - -------------------------------------------- (In Billions) 2000 1999 1998 - -------------------------------------------- Illinois $ 43.7 $ 41.9 $ 36.9 Florida 31.3 30.5 24.5 California 13.4 12.2 11.4 Arizona 6.1 5.9 4.6 Texas 4.4 4.3 3.6 Other States 8.5 4.9 1.8 Wealth Management 61.4 52.3 38.4 - -------------------------------------------- Total Trust Assets $168.8 $152.0 $121.2
A significant portion of PFS growth has come from adding business in established locations. This growth has been supplemented by expansion within existing and new markets. From its 81 office network, Northern Trust is in close proximity to approximately 28% of the nation's high net worth households, defined as those with at least $1 million of investable assets. Over - -- -- - -- -- 36 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- the next three years, Northern Trust plans to continue its expansion in existing and new markets with promising demographics. The goal is to build the PFS national network to approximately 100 offices within as many as fifteen states in targeted markets in close proximity to approximately 45% of all U.S. high net worth households. The growth in other noninterest revenues in 2000 reflects 13% growth in brokerage commissions at NTSI, and a $3.5 million nonrecurring gain resulting from the sale of assets. Nonrecurring gains in 1999 totaled $4.0 million. Driven by growth in lending to Wealth Management and private banking clients, ongoing growth in the residential mortgage portfolio and an increase in loans to middle market companies, net interest income after provision for credit losses increased 7% in 2000 and totaled $400.7 million. The provision for loan losses totaled $10.0 million, an increase of approximately $9.0 million from the prior year. In 1999, net interest income totaled $375.6 million and increased 12% over 1998. PFS noninterest expenses, which include both the direct expenses of the business unit and indirect expense allocations from NTGI and WWOT for product and operating support, increased 17% in 2000 and 20% in 1999. The increase in 2000 primarily reflects merit increases and staff growth to support record new business, performance-based compensation, and higher operating costs to support business growth. Performance-based compensation for PFS was up 19% as a result of record net income and strong new business development. Treasury and Other. The Risk Management Unit, under the direction of Perry R. Pero, Vice Chairman and Chief Financial Officer, includes the treasury function. The Treasury Department is responsible for managing the Bank's wholesale funding, capital position and interest rate risk, as well as the portfolio of interest rate risk management instruments. It is also responsible for the investment portfolios of the Corporation and the Bank and provides investment advice and management services to the subsidiary banks. "Other" corporate income and expenses represent items that are not allocated to the business units and generally represent certain nonrecurring items and certain executive level compensation. The changes in net interest income for the periods shown are primarily the result of adjustments in the rate used to allocate tier 2 capital to the business units. In 2000, the rate adjustments, together with the change in the level of tier 2 capital, increased Treasury and Other net interest income by $7.0 million and decreased C&IS and PFS net interest income by $4.4 million and $2.6 million, respectively. The rate change for allocating capital in 1999 reduced Treasury and Other net interest income by $14.4 million compared to 1998 and increased C&IS and PFS net interest income by $9.0 million and $5.4 million, respectively. The $37.1 million increase in noninterest expenses is the result of several factors. Record profits and the significant increase in the price of Northern Trust Corporation common stock drove up incentive compensation, accounting for approximately 50% of the increase. In addition, corporate-related expenses increased as a result of the purchase of the technology center in January 2000, the planned relocation costs in London and e-business initiatives. Northern Trust Global Investments. The NTGI business unit, under the direction of Stephen B. Timbers, President--NTGI, provides investment products and services to clients of C&IS and PFS through registered and bank investment managers. NTGI activities include equity and fixed income research and portfolio management services. NTGI also acts as the investment adviser and, beginning in 1999, co-administrator to the Corporation's two families of proprietary mutual funds, Northern Funds and Northern Institutional Funds. NTGA and NTI, which includes two operating divisions, Northern Trust Quantitative Advisors and Northern Trust Value Investors, are also included in NTGI. The revenues and expenses of this business unit are fully allocated to C&IS and PFS. Worldwide Operations and Technology. The WWOT business unit, under the direction of James J. Mitchell, President--WWOT, supports sales, relationship management, transaction processing and product management activities for C&IS, PFS and NTGI. The expenses of this business unit are fully allocated to other business units. Subsequent Implementation of Accounting Standards - -------------------------------------------------------------------------------- In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded on the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative's fair value - -- -- - -- -- 37 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement and requires that a company formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. In July 1999, the FASB issued SFAS No. 137 which amended SFAS No. 133 by deferring the effective date by one year to January 1, 2001 from January 1, 2000 for calendar year-end entities. Northern Trust adopted the new statement on January 1, 2001. In June 2000, the FASB issued SFAS No. 138, which further amended SFAS No. 133 by addressing a limited number of issues that have caused implementation difficulties. The accounting requirements of these statements are complex and the Financial Accounting Standards Board continues to receive and respond to interpretation requests. Conclusions to these interpretation requests may have an impact on Northern Trust's current and future hedge strategies. Based on the existing accounting guidance, the January 1, 2001 adoption of these statements increased earnings by less than $10 thousand and reduced other comprehensive income, a component of capital, by $.2 million. In addition, Northern Trust concluded that certain previous hedge strategies used to manage fixed interest rate risk in its loan portfolio would not qualify for the special hedge accounting treatment allowed by SFAS No. 133. Accordingly, management implemented alternative strategies for managing interest rate risk which included the termination and run-off of certain swap contracts used to hedge fixed rate loans and increased utilization of longer- term fixed rate liabilities. Management estimates that utilization of these alternative strategies to manage interest rate risk will reduce net interest income by approximately $750 thousand on an annualized basis. In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities." SFAS No. 140 replaces SFAS No. 125, the previous standard of the same title. It revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, but it retains most of the accounting requirements of SFAS No. 125. The accounting requirements of the Statement are effective for transactions occurring after March 31, 2001 and the disclosure requirements of the Statement are effective for fiscal years ending after December 15, 2000. Northern Trust will adopt the accounting and has adopted the disclosure requirements on their respective effective dates. It is not anticipated that the adoption of SFAS No. 140 will have a material effect on Northern Trust's results of operations. Capital Expenditures - -------------------------------------------------------------------------------- Northern Trust's Management Committee reviews and approves proposed capital expenditures that exceed $500,000. This process is designed to assure that the major projects to which Northern Trust commits its resources produce benefits compatible with corporate strategic goals. Capital expenditures in the current year included ongoing enhancements to Northern Trust's hardware and software capabilities and leasehold improvements and furnishings associated with the opening of new offices in Arizona, Michigan, Missouri, Nevada, Texas, and Wisconsin as well as expansion or remodeling in several existing offices. Capital expenditures for 2000 totaled $247.4 million, of which $62.9 million was for building and leasehold improvements, $19.6 million for furnishings, $54.6 million for computer hardware and machinery and $110.3 million for software. In January 1999 Northern Trust adopted Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," which requires the capitalization of certain external and internal costs of computer software developed or obtained for internal use. As a result of this accounting change, Northern Trust capitalized salary and related internal costs totaling $19.8 million in 2000 and $13.5 million in 1999. The unamortized capitalized cost of corporate-wide software development projects as of December 31, 2000 was $267.5 million, of which $14.4 million represented the book value of the trust management system. Risk Management - -------------------------------------------------------------------------------- Asset Quality and Credit Risk Management Securities. Northern Trust maintains a high quality securities portfolio, with 88% of the total portfolio composed of U.S. Treasury or federal agency securities. The remainder of the portfolio consists of obligations of states and political subdivisions, preferred stock and other securities. At December 31, 2000, 69% of these securities were rated triple-A or double-A, 9% were rated single-A and 22% were below A or not rated by Standard and Poor's and/or Moody's Investors Service. Other securities include Federal Home Loan Bank stock and Federal Reserve Bank stock. Northern Trust is an active participant in the repurchase agreement market. This market provides a - -- -- - -- -- 38 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- relatively low cost alternative for short-term funding. Securities sold under agreements to repurchase are held by the counterparty until the repurchase transaction matures. Increases in the fair value of these securities in excess of the repurchase liability could subject Northern Trust to credit risk in the event of default by the counterparty. To minimize this risk, collateral values are continuously monitored and Northern Trust sets limits on exposure with counterparties and regularly assesses their financial condition. Loans and Other Extensions of Credit. A certain degree of credit risk is inherent in Northern Trust's various lending activities. Credit risk is managed through the Credit Policy function, which is designed to ensure adherence to a high level of credit standards. The Credit Policy function reports to the Corporation's Chief Financial Officer. Credit Policy provides a system of checks and balances for Northern Trust's diverse credit-related activities by establishing and monitoring all credit-related policies and practices throughout Northern Trust and ensuring their uniform application. These activities are designed to ensure that credit exposure is diversified on an industry and client basis, thus lessening overall credit risk. These credit management activities also apply to Northern Trust's use of derivative financial instruments, including foreign exchange contracts and interest risk management instruments. Individual credit authority for commercial and other loans is limited to specified amounts and maturities. Credit decisions involving commitment exposure in excess of the specified individual limits are submitted to the appropriate Credit Approval Committee (Committee). Each Committee is chaired by the executive in charge of the area and has a Credit Policy officer as a voting participant. Each Committee's credit approval authority is specified, based on commitment levels, credit ratings and maturities. Credits involving commitment exposure in excess of these group credit limits require the approval of the Senior Credit Committee. The Counterparty Risk Management Committee established by Credit Policy manages counterparty risk. This committee has sole credit authority for exposure to all foreign banks, certain domestic banks which Credit Policy deems to be counterparties and which do not have commercial credit relationships within the Corporation, and certain other exposures. Under the auspices of Credit Policy, country exposure limits are reviewed and approved on a country-by-country basis. As part of Northern Trust's ongoing credit granting process, internal credit ratings are assigned to each client and credit before credit is extended, based on creditworthiness. Credit Policy performs at least annually a review of selected significant credit exposures to identify at the earliest possible stages clients who might be facing financial difficulties. Internal credit ratings are also reviewed during this process. Above average risk loans, which will vary from time to time, receive special attention by both lending officers and Credit Policy. This approach allows management to take remedial action in an effort to deal with potential problems. An integral part of the Credit Policy function is a formal review of all past due and potential problem loans to determine which credits, if any, need to be placed on nonaccrual status or charged off. As more fully described on pages 42 through 44, the provision for credit losses is reviewed quarterly to determine the amount necessary to maintain an adequate reserve for credit losses. Management of credit risk is reviewed by various bank regulatory agencies. Independent auditors also perform a review of credit-related procedures, the loan portfolio and other extensions of credit, and the reserve for credit losses as part of their examination of the consolidated financial statements. An important element in managing credit risk is Northern Trust's relationship- oriented approach to lending. Northern Trust focuses its lending efforts on clients with existing trust or treasury management relationships or who are looking to build a full range of financial services. Northern Trust is not in the syndicated loan business per se, but may enter into these loans as a result of a particular relationship. A further way in which credit risk is managed is by requiring collateral. Management's assessment of the borrower's creditworthiness determines whether collateral is obtained. The amount and type of collateral held varies but may include deposits held in financial institutions, U.S. Treasury securities, other marketable securities, income-producing commercial properties, accounts receivable, property, plant and equipment, and inventory. Collateral values are monitored on a regular basis to ensure that they are maintained at an appropriate level. The largest component of credit risk relates to the loan portfolio. Although credit exposure is well-diversified, there are certain groups of loans that meet the accounting definition under SFAS No. 105 of credit risk concentrations. According to this statement, group concentrations of credit risk exist if a number of borrowers or other counterparties are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The fact that - -- -- - -- -- 39 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- an extension of credit falls into one of these groups does not indicate that the credit has a higher than normal degree of credit risk. These groups are: residential real estate, middle market companies and small businesses, banks and bank holding companies and commercial real estate. Residential Real Estate. The residential real estate loan portfolio totaled $6.8 billion or 40% of total domestic loans at December 31, 2000, compared with $6.3 billion or 42% at December 31, 1999. Residential real estate loans consist of conventional home mortgages and equity credit lines, which generally require a loan to collateral value of no more than 75% to 80% at inception. Of the total $6.8 billion in residential real estate loans, $3.3 billion were in the greater Chicago area with the remainder distributed throughout the other geographic regions served by Northern Trust. Legally binding commitments to extend credit, which are primarily equity credit lines, totaled $644.1 million and $506.2 million as of December 31, 2000 and 1999, respectively. Middle Market Companies and Small Businesses. Credit exposure to middle market companies and small businesses is primarily in the form of commercial loans, which totaled $2.2 billion at December 31, 2000 and $2.0 billion as of December 31, 1999. These loans are to a diversified group of borrowers that are predominantly in the manufacturing, wholesaling, distribution and services industries, most of which have total annual sales of less than $500 million. The largest component of this group of borrowers is located in the midwestern areas served by the Bank. Middle market and small businesses have been an important focus of Northern Trust's business development efforts both for commercial banking and personal trust/private banking services and it is part of the strategic plan to continue to selectively grow the portfolio with such entities. The credit risk associated with middle market and small business lending is principally influenced by general economic conditions and the resulting impact on the borrower's operations. Off-balance sheet credit exposure to middle market companies and small businesses in the form of legally binding commitments to extend credit, standby letters of credit, and commercial letters of credit totaled $2.5 billion, $1.1 billion, and $21.6 million respectively, as of December 31, 2000, and $2.4 billion, $1.1 billion, and $25.5 million, respectively, as of December 31, 1999. Banks and Bank Holding Companies. On-balance sheet credit risk to banks and bank holding companies, both domestic and international, totaled $8.0 billion and $4.7 billion at December 31, 2000 and 1999, respectively. The majority of this exposure consisted of short-term money market assets, which totaled $5.9 billion at December 31, 2000 and $3.4 billion at December 31, 1999, and noninterest-bearing demand balances maintained at correspondent banks which totaled $1.5 billion as of December 31, 2000, compared to $947 million at year- end 1999. Commercial loans to banks totaled $381 million and $232 million, respectively, as of December 31, 2000 and 1999. The majority of these loans were to U.S. bank holding companies, primarily in the seventh Federal Reserve District, for their acquisition purposes. Such lending activity is limited to entities which have a substantial business relationship with Northern Trust. Legally binding commitments to extend credit to banks and bank holding companies totaled $229 million and $165 million as of December 31, 2000 and 1999, respectively. Commercial Real Estate. In managing its credit exposure, management has defined a commercial real estate loan as one where: (1) the borrower's principal business activity is the acquisition or the development of real estate for commercial purposes; (2) the principal collateral is real estate held for commercial purposes, and loan repayment is expected to flow from the operation of the property; or (3) the loan repayment is expected to flow from the sale or refinance of real estate as a normal and ongoing part of the business. Unsecured lines of credit to firms or individuals engaged in commercial real estate endeavors are included without regard to the use of loan proceeds. The commercial real estate portfolio consists of interim loans and commercial mortgages. Short-term interim loans provide financing for the initial phases of the acquisition or development of commercial real estate, with the intent that the borrower will refinance the loan through another financial institution or sell the project upon its completion. The interim loans are primarily in the Chicago market where Northern Trust has a strong presence and a thorough knowledge of the local economy. The interim loans, which totaled $349.5 million and $313.7 million as of December 31, 2000 and 1999, respectively, are composed primarily of loans to developers that are highly experienced and well- known to Northern Trust. Commercial mortgage financing, which totaled $561.5 million and $466.7 million as of December 31, 2000 and 1999, respectively, is provided for the acquisition of income producing properties. Cash flows from the properties generally are sufficient to amortize the loan. These loans average less than $500,000 each and are primarily located in the suburban Chicago and Florida markets. - -- -- - -- -- 40 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- Nonperforming Assets and 90 Day Past Due Loans - --------------------------------------------------------------------------------
December 31 - --------------------------------------------------------------------------- (In Millions) 2000 1999 1998 1997 1996 - --------------------------------------------------------------------------- Nonaccrual Loans Domestic Residential Real Estate $ 2.9 $ 6.4 $ 5.2 $ 5.3 $ 3.2 Commercial 71.2 50.3 21.8 26.3 2.2 Commercial Real Estate 1.8 1.9 2.9 7.1 11.3 Personal .4 .7 .6 .2 .2 - --------------------------------------------------------------------------- Total Domestic 76.3 59.3 30.5 38.9 16.9 International -- -- -- -- -- - --------------------------------------------------------------------------- Total Nonaccrual Loans 76.3 59.3 30.5 38.9 16.9 - --------------------------------------------------------------------------- Restructured Loans -- -- 2.4 2.5 2.6 Other Real Estate Owned 2.2 1.3 2.3 1.9 1.9 - --------------------------------------------------------------------------- Total Nonperforming Assets $78.5 $60.6 $35.2 $43.3 $21.4 - --------------------------------------------------------------------------- Total 90 Day Past Due Loans (still accruing) $30.5 $15.4 $30.0 $13.9 $15.2
At December 31, 2000, off-balance sheet credit exposure to commercial real estate developers in the form of legally binding commitments to extend credit and standby letters of credit totaled $64.5 million and $22.0 million, respectively. At December 31, 1999, legally binding commitments were $72.7 million and standby letters of credit were $21.0 million. Foreign Outstandings. Short-term interbank time deposits with foreign banks represent the largest category of foreign outstandings. The Chicago head office and the London Branch actively participate in the interbank market with U.S. and foreign banks. In recent years, international commercial lending activities have been focused on import and export financing for U.S.-based clients. As used in this discussion, foreign outstandings are cross-border outstandings as defined by the Securities and Exchange Commission. They consist of loans, acceptances, interest-bearing deposits with financial institutions, accrued interest and other monetary assets. Not included are letters of credit, loan commitments, and foreign office local currency claims on residents funded by local currency liabilities. Foreign outstandings related to a specific country are net of guarantees given by third parties resident outside the country and the value of tangible, liquid collateral held outside the country. However, transactions with branches of foreign banks are included in these outstandings and are classified according to the country location of the foreign banks' head office. Risk related to foreign outstandings is continually monitored and internal limits are imposed on foreign exposure. The following table provides information on foreign outstandings by country that exceed 1.00% of Northern Trust's assets. Foreign Outstandings - --------------------------------------------------------------------------------
Commercial (In Millions) Banks and Other Total - ---------------------------------------------- At December 31, 2000 Germany $1,132 $ -- $1,132 United Kingdom 844 158 1,002 Italy 664 -- 664 Belgium 545 -- 545 - ---------------------------------------------- At December 31, 1999 Germany $ 359 $ -- $ 359 - ---------------------------------------------- At December 31, 1998 Germany $1,007 $ -- $1,007 Italy 396 -- 396 United Kingdom 316 61 377 France 312 -- 312 Belgium 289 -- 289 - ----------------------------------------------
Aggregate foreign outstandings by country falling between .75% and 1.00% of total assets at December 31, 2000 totaled $658 million to Austria and the Netherlands. This compares to $217 million to France at December 31, 1999 and $266 million to the Netherlands at December 31, 1998. Nonperforming Assets and 90 Day Past Due Loans. Nonperforming assets consist of nonaccrual loans, restructured loans and Other Real Estate Owned (OREO). OREO is comprised of commercial and residential properties acquired in partial or total satisfaction of problem loans. Past due loans are loans that are delinquent 90 days or more and still accruing interest. The balance in this category at any reporting period can fluctuate widely based on the timing of cash collections, renegotiations and renewals. - -- -- - -- -- 41 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- Maintaining a low level of nonperforming assets is important to the ongoing success of a financial institution. In addition to the negative impact on both net interest income and credit losses, nonperforming assets also increase operating costs due to the expense associated with collection efforts. Northern Trust's comprehensive credit review and approval process is critical to the ability to minimize nonperforming assets on a long-term basis. The table on the preceding page presents the nonperforming assets and past due loans for the current year and the prior years. Of the total loan portfolio of $18.1 billion at December 31, 2000, $76.3 million or .42% was nonaccrual, an increase of $17.0 million from year-end 1999. This increase is discussed more fully in the following Provision and Reserve for Credit Losses section. Included in the portfolio of nonaccrual loans are those which meet the criteria as being "impaired" under the definition in SFAS No. 114. A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. As of December 31, 2000, impaired loans, all of which have been classified as nonaccrual, totaled $74.8 million, with $24.3 million of the reserve for credit losses allocated to these loans. Provision and Reserve for Credit Losses. The provision for credit losses is the charge against current earnings that is determined by management, through a disciplined credit review process, to be the amount needed to maintain a reserve that is sufficient to absorb credit losses inherent in Northern Trust's loan and lease portfolios and other credit undertakings. The reserve provides for probable losses that have been identified with specific borrower relationships (specific loss component) and for probable losses that are believed to be inherent in the loan and lease portfolios and other credit undertakings but that have not yet been specifically identified (inherent loss component). The table presented in Note 6 to Consolidated Financial Statements on page 58 analyzes the reserve for credit losses and identifies the charge- offs and recoveries and the provision for credit losses during the year ended December 31, 2000. The table on page 43 shows (i) the specific portion of the reserve, (ii) the allocated portion of the inherent reserve and its components by loan category and (iii) the unallocated portion of the reserve at December 31, 2000 and each of the prior four year-ends. Specific Component of the Reserve. The specific component of the reserve is determined on a loan-by-loan basis as part of the regular review of impaired loans and potential charge-offs. The specific reserve is based on a loan's current book value compared to the present value of its projected future cash flows, collateral value or market value, as is relevant for the particular loan. At December 31, 2000, the specific reserve component amounted to $24.3 million compared to $15.0 million at the end of 1999, a $9.3 million net increase. The increase primarily relates to two large commercial credits, one of which filed for Chapter 11 reorganization in 2000, and further deterioration in the second which had commenced reorganization proceedings in 1999. The increase in the specific loss component of the reserve in the prior year from $5.9 million in 1998 to $15.0 million in 1999 was principally related to two commercial credits to companies that had filed for Chapter 11 reorganization during the year. The increase was partially offset by charge-offs on loans which had specific reserves allocated to them in prior years. Management did not view the developments in either year as evidence of significant change in credit quality trends. Allocated Inherent Component of the Reserve. The allocated portion of the inherent reserve is based on management's review of historical charge-off experience as well as its judgment regarding loans in each credit rating category over a period of time that management determines is adequate to reflect longer-term economic trends. One building block in reaching the appropriate allocated inherent reserve is an analysis of loans by credit rating categories. Credit ratings are determined by members of the Credit Policy Group at the time each loan is approved. These credit ratings are then subject to periodic reviews by the Credit Policy Group, which is independent of line management. Credit Policy makes the final determination of each loan's rating. Credit ratings range from "1" for the strongest credits to "9" for the weakest credits; a "9" rated loan would normally represent a complete loss. Several factors are considered by management to determine the level of the allocated inherent component of the reserve. One of the factors is the historical loss ratio for each credit rating category over the prior five years. The historical loss ratios are evaluated by management and adjusted based on current facts and circumstances. The historical loss factors on higher-risk loans, those rated "5" through "8", are also refined by considering historical loss ratios and regulatory guidelines in order to provide a - -- -- - -- -- 42 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- more consistent and reliable method for taking account of credit trends in measuring loss exposure. Management also utilizes an "industry base" reserve for the commercial, commercial real estate and international segments of the portfolio in order to measure the loss estimated to be inherent in these riskier segments. Because of the higher degree of uncertainty in these portfolios and Northern Trust's past experience, which included significant losses in brief periods at particular points in the economic cycles, management believes it appropriate to use a reserve higher than recent charge-off experience would suggest. This approach is supported by what management perceives to be industry practice for minimum reserve levels, and is intended to prevent an understatement of reserves based upon over-reliance on recent favorable economic conditions. The allocated inherent component of the reserve also covers the credit exposure associated with undrawn loan commitments and standby letters of credit. To determine the exposure on these instruments, management uses the factors applied in risk-based capital calculations to determine the balance sheet equivalent amount and assigns a reserve provision factor based on adjusted historical loss experience. The allocated portion of the inherent reserve increased $5.9 million during 2000 to $112.5 million at December 31, 2000. The increase in this component of the reserve reflects the net impact of two factors. First, the credit ratings on several commercial loans were lowered. Second, as a result of management's periodic review of all loss factors utilized in estimating the allocated inherent reserve, certain loss factors applied primarily to commercial loans and off-balance sheet exposures were reduced. The loss factor adjustments reflect management's assessment of the credit risk inherent for these categories and historical loss experience. The $3.3 million decrease in the allocated portion of the inherent reserve during 1999 to $106.6 million at December 31, 1999, reflects the net effect of several factors. The principal amount of residential real estate and commercial real estate loans outstanding at the time near year-end when reserves were determined had increased, resulting in a slight increase in the allocated inherent portion of the reserve for these loans. Offsetting this growth was the impact of the migration of certain commercial loans to impaired loan status where specific reserves are established. In addition, during 1999 management refined its methodology for determining the allocated inherent portion of the reserve with respect to loans within the higher risk credit rating categories. Unallocated Inherent Component of the Reserve. The unallocated portion of the inherent loss reserve is based on management's review of other factors affecting the determination of probable losses inherent in the portfolio, which are not necessarily captured by the application of historical loss ratios. This portion of the reserve analysis involves the exercise of judgment and reflects considerations such as management's view that the reserve should have a margin that recognizes the imprecision inherent in the process of estimating expected credit losses. Although the loan portfolio continued to grow in 2000 as it had done throughout the period 1995-99, Allocation of the Reserve for Credit Losses - --------------------------------------------------------------------------------
December 31 - ------------------------------------------------------------------------------------------------------------------ 2000 1999 1998 1997 1996 - ------------------------------------------------------------------------------------------------------------------ Percent Percent Percent Percent Percent of Loans of Loans of Loans of Loans of Loans Reserve to Total Reserve to Total Reserve to Total Reserve to Total Reserve to Total ($ in Millions) Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans - ------------------------------------------------------------------------------------------------------------------ Specific Reserve $ 24.3 --% $ 15.0 --% $ 5.9 --% $ 10.7 --% $ .8 --% - ------------------------------------------------------------------------------------------------------------------ Inherent Reserve Residential Real Estate 9.6 38 11.5 41 11.0 43 3.7 41 7.1 42 Commercial 79.1 27 73.2 31 77.4 29 87.1 30 71.2 29 Commercial Real Estate 13.2 5 12.2 5 11.8 5 6.4 5 5.1 5 Personal 4.3 13 3.3 11 3.2 11 .6 10 6.2 9 Other -- 6 -- 4 -- 5 -- 7 -- 9 Lease Financing 2.9 6 2.9 4 2.9 4 2.9 3 2.9 2 International 3.4 5 3.5 4 3.6 3 -- 4 2.3 4 Unallocated 26.1 -- 29.3 -- 31.0 -- 36.2 -- 52.7 -- - ------------------------------------------------------------------------------------------------------------------ Total Inherent Reserve $138.6 100% $135.9 100% $140.9 100% $136.9 100% $147.5 100% - ------------------------------------------------------------------------------------------------------------------ Total Reserve $162.9 100% $150.9 100% $146.8 100% $147.6 100% $148.3 100%
- -- -- - -- -- 43 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- management concluded that the credit risk associated with the growth was appropriately reflected in the factors affecting the allocated portion of the inherent reserve. Management also concluded that there were no significant changes in concentration of credits that impacted asset quality. The decrease in the unallocated portion of the reserve from $29.3 million to $26.1 million primarily reflects management's current evaluation of the overall quality of the portfolio. Other Factors. The total amount of the two highest risk loan groupings, those rated "7" and "8" (based on Northern Trust's internal rating scale, which closely parallels that of the banking regulators), was $153 million, of which $74.7 million was classified as impaired, up from $84 million last year when $56.3 million was classified as impaired. This increase primarily reflects rating changes on certain loans. There were no "9" rated loans reported at any time during the periods because loans are charged-off when they are so rated. After the increase, these loans represent .8% of outstanding loans. Overall Reserve. Management's evaluation of the factors above resulted in a reserve for credit losses of $162.9 million at December 31, 2000 compared to $150.9 million at the end of 1999. The reserve as a percentage of total loans declined to .90% at December 31, 2000 from .98% at year-end 1999. This decline recognizes the fact that a significant part of the growth in Northern Trust's loan portfolio continues to be in lower risk residential mortgage loans and collateralized personal loans. In addition, Northern Trust's underwriting standards have enabled Northern Trust to maintain strong credit quality as evidenced by favorable charge-off experience in recent years. Provision. The resulting provision for credit losses was $24.0 million for the year, while net charge-offs totaled $12.0 million. This compares to a provision for credit losses of $12.5 million and net charge-offs of $8.4 million in 1999. Market Risk Management Overview. The Board of Directors has overall responsibility for Northern Trust's interest rate and foreign exchange risk management policies. To ensure adherence to these policies, the Corporate Asset and Liability Policy Committee (ALCO) establishes and monitors guidelines to control the sensitivity of earnings to changes in interest rates. The guidelines apply to both on- and off-balance sheet positions. ALCO also establishes and monitors limits for foreign exchange risk. The goal of the ALCO process is to maximize earnings while maintaining a high quality balance sheet and carefully controlling interest rate and foreign exchange risk. Asset/Liability Management. Asset/liability management activities include lending, accepting and placing deposits, investing in securities, issuing debt, and hedging interest rate risk with off-balance sheet instruments. The primary market risk associated with asset/liability management activities is interest rate risk. Sensitivity of earnings to interest rate changes arises when yields on assets change in a different time period or in a different amount from that of interest costs on liabilities. To mitigate interest rate risk, the structure of the balance sheet is managed so that movements of interest rates on assets and liabilities (adjusted for off-balance sheet hedges) are highly correlated and contribute to earnings even in periods of volatile interest rates. Northern Trust utilizes the following measurement techniques in the management of interest rate risk: simulation of earnings; simulation of the economic value of equity; and gap analysis. These three techniques are complementary and are used in concert to provide a comprehensive interest rate risk management capability. Simulation of earnings is the primary tool used to measure the sensitivity of earnings to interest rate changes. Using computer modeling techniques, Northern Trust is able to measure the potential impact of different interest rate assumptions on pre-tax earnings. All on-balance sheet positions, as well as derivative financial instruments (principally interest rate swaps) that are used to manage interest rate risk, are included in the model simulation. Northern Trust used model simulations to measure its earnings sensitivity relative to management's most likely interest rate scenario as of December 31, 2000. This interest rate scenario assumed a moderately falling interest rate environment during the first half of 2001, with stable interest rates for the remainder of the year. The interest sensitivity was tested by running alternative scenarios above and below the most likely interest rate outcome. The following table shows the effect on 2001 pre-tax earnings of 100 and 200 basis point upward and downward movements in interest rates relative to management's interest rate assumptions. Each of the movements in interest rates was assumed to have occurred gradually over a one year period. The 100 basis point increase, for example, consisted of twelve consecutive monthly increases of 8.3 basis points. The following assumptions were also incorporated into the model simulations: . the balance sheet size was assumed to remain constant over the one year simulation horizon; . maturing assets and liabilities were invested or deposited into identical items with the same term; - -- -- - -- -- 44 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- . prepayments on mortgage loans were projected under each rate scenario using a mortgage analytics system that incorporated market prepayment assumptions; and . changes in the spreads between retail deposit rates and asset yields were estimated based on historical patterns and current competitive trends. Interest Rate Risk Simulation of Pre-Tax Income as of December 31, 2000 - --------------------------------------------------------------------------------
Estimated Impact On 2001 Pre-tax Income (In Millions) Increase/(Decrease) - ---------------------------------------------------------------------------- Increase in Interest Rates Above Management's Interest Rate Forecast 100 Basis Points $ (7.4) 200 Basis Points (15.0) Decrease in Interest Rates Below Management's Interest Rate Forecast 100 Basis Points $ 6.6 200 Basis Points 12.5
The simulations of earnings do not incorporate any management actions that might moderate the negative consequences of interest rate deviations. For that reason and others, they do not reflect likely actual results but serve as conservative estimates of interest rate risk. A second technique used to measure interest rate risk is simulation of the economic value of equity, which provides estimates of the potential future impact on equity of various changes in interest rates. The potential effect of interest rate changes on equity is derived from the impact of such changes on the market values of assets, liabilities and off-balance sheet instruments. Northern Trust limits aggregate market risk, as measured in this fashion, to an acceptable level within the context of risk-return trade-offs. The third technique that is used to measure interest rate risk is gap analysis. The calculation of the interest sensitivity gap measures the timing mismatches between assets and liabilities. This interest sensitivity gap is determined by subtracting the amount of liabilities from the volume of assets that reprice in a particular time interval. A liability sensitive position results when more liabilities than assets reprice or mature within a given period. Under this scenario, as interest rates decline, increased net interest revenue will be generated. Conversely, an asset sensitive position results when more assets than liabilities reprice within a given period; in this instance, net interest revenue would benefit from an increasing interest rate environment. The economic impact of creating a liability or asset sensitive position depends on the magnitude of actual changes in interest rates relative to the current expectations of market participants. A variety of actions are used to implement interest risk management strategies, including: . purchases of securities; . sales of securities that are classified as available for sale; . sales of held for sale residential real estate loans; . issuance of senior notes; . collateralized borrowings from The Federal Home Loan Bank; . placing and taking Eurodollar time deposits; and . hedging with various types of derivative financial instruments. Northern Trust strives to use the most effective instruments for implementing its interest risk management strategies, considering the costs, liquidity, collateral and capital requirements of the various alternatives. For more detail regarding how derivative financial instruments are used to implement interest risk management strategies, refer to Note 20 on page 67. Foreign Exchange Trading. Foreign exchange trading activities consist principally of providing foreign exchange services to clients. Most of these services are provided in connection with Northern Trust's growing global custody business. However, in the normal course of business Northern Trust also engages in proprietary trading of foreign currencies. The primary market risk associated with these activities is foreign exchange risk. Foreign currency positions exist when aggregate obligations to purchase and sell a currency other than the U.S. dollar do not offset each other, or offset each other in different time periods. Northern Trust mitigates the risk related to its foreign currency positions by establishing limits on the amounts of, and durations of its positions. The limits on overnight inventory positions are generally lower than the limits established for intra-day trading activity. All overnight positions are monitored by a risk management function, which is separate from the trading function, to ensure that the limits are not exceeded. Although position limits are important in controlling foreign exchange risk, they are not a substitute for the experience or judgment of Northern Trust's senior management and its foreign currency traders, who have extensive knowledge of the foreign currency markets. Foreign currency positions and strategies are adjusted as needed in response to changing market conditions. - -- -- - -- -- 45 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- As part of its risk management activities, Northern Trust regularly measures the risk of loss associated with foreign currency positions using a value at risk model. This statistical model provides an estimate, based on a 95% confidence level, of the potential loss in earnings that may be incurred if an adverse one-day shift in foreign currency exchange rates were to occur. The model, which is based on a variance/co-variance methodology, incorporates historical currency price data and historical correlations in price movement among the currencies. All foreign currency positions, including foreign denominated assets and liabilities that were not converted to U.S. dollars through the use of hedge contracts, are included in the model. Northern Trust's value at risk based on foreign currency positions totaled $107 thousand and $52 thousand as of December 31, 2000 and 1999, respectively. Value at risk totals representing the average, high and low for 2000 were $181 thousand, $345 thousand and $78 thousand, respectively, with the average, high and low for 1999 being $209 thousand, $421 thousand and $52 thousand, respectively. These totals indicate the degree of risk inherent in foreign currency positions as of year-end and during the year, however, it is not a prediction of an expected loss. Actual future gains and losses will vary depending on market conditions and the size and duration of future foreign currency positions. Other Trading Activities. Market risk associated with other trading activities is negligible. Northern Trust is a party to various interest risk management instruments, most of which consist of interest rate swaps entered into to meet clients' interest risk management needs. When Northern Trust enters into such swaps, its policy is to mitigate the resulting interest rate risk with an offsetting swap or with futures contracts. Northern Trust carries in its trading portfolio a small inventory of securities that are held for sale to its clients. The interest rate risk associated with these securities is insignificant. Liquidity Risk Management The objectives of liquidity risk management are to ensure that Northern Trust can meet its cash flow requirements and to capitalize on business opportunities on a timely and cost effective basis. Management monitors the liquidity position on a daily basis to make funds available at a minimum cost to meet loan and deposit cash flows. The liquidity profile is also structured so that the capital needs of the Corporation and its banking subsidiaries are met. Management maintains a detailed liquidity contingency plan designed to adequately respond to dramatic changes in market conditions. Liquidity is secured by managing the mix of items on the balance sheet and expanding potential sources of liquidity. The balance sheet sources of liquidity include the short-term money market portfolio, unpledged available for sale securities, maturing loans and the ability to securitize a portion of the loan portfolio. Further, liquidity arises from the diverse funding base and the fact that a significant portion of funding comes from clients that have other relationships with Northern Trust. A significant source of liquidity is the ability to draw funding from both domestic and international markets. The Bank's senior long-term debt is rated AA- by Standard & Poor's, Aa3 by Moody's Investors Service, and AA by Fitch. These ratings put The Northern Trust Company in the top tier of United States banks and allow it to access capital markets on favorable terms. Northern Trust maintains a liquid balance sheet with loans representing only 50% of total assets. Further, at December 31, 2000, it had a significant liquidity reserve on its balance sheet in the form of cash and due from banks, securities available for sale, and money market assets, which in aggregate totaled $14.6 billion or 41% of total assets. The Corporation's uses of cash consist mainly of dividend payments to the Corporation's common and preferred stockholders, the payment of principal and interest to note holders, purchases of its common stock and acquisitions. These requirements are met largely by dividend payments from its subsidiaries, and by interest and dividends earned on investment securities and money market assets. Bank subsidiary dividends are subject to certain restrictions that are explained in Note 14 on page 63. Bank subsidiaries have the ability to pay dividends during 2001 equal to their 2001 eligible net profits plus $486.6 million. The Corporation's liquidity, defined as the amount of marketable assets in excess of commercial paper, was strong at $92.2 million at year-end 2000. The cash flows of the Corporation are shown in Note 29 on page 77. The Corporation also has a $50 million back-up line of credit for its commercial paper issuance. Capital Management One of management's primary objectives is to maintain a strong capital position to merit the confidence of clients, the investing public, bank regulators and stockholders. A strong capital position helps Northern Trust take advantage of profitable investment opportunities when they arise and helps withstand unforeseen adverse developments. In 2000, average - -- -- - -- -- 46 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- common equity increased 12% or $234 million reaching a record $2.34 billion at year-end, while total risk-weighted assets rose 14%. Total equity as of December 31, 2000 was $2.46 billion, including $120 million of auction rate preferred stock. The average dividend rate declared on the $120 million of auction rate preferred stock, was 4.79% during 2000. During 2000, the Corporation purchased 2,784,007 of its own shares as part of its buyback program. The buyback program is designed, among other things, to help offset the dilutive effect of the Corporation's incentive stock programs. The Corporation may purchase up to 7.1 million additional shares after December 31, 2000. Capital Adequacy - --------------------------------------------------------------------------------
December 31 - ------------------------------------------------------------- ($ In Millions) 2000 1999 - ------------------------------------------------------------- Tier 1 Capital Common Stockholders' Equity $ 2,342 $ 2,055 Debt-Floating Rate Capital Securities 267 267 Goodwill and Other Intangible Assets (126) (112) Net Unrealized Loss on Securities 1 2 - ------------------------------------------------------------- Total Tier 1 Capital 2,484 2,212 - ------------------------------------------------------------- Tier 2 Capital Auction Rate Preferred Stock 120 120 Reserve for Credit Losses 163 151 Reserves Created Against Identified Losses (24) (15) Long-Term Debt* 520 565 - ------------------------------------------------------------- Total Tier 2 Capital 779 821 - ------------------------------------------------------------- Total Risk-Based Capital 3,263 3,033 - ------------------------------------------------------------- Risk-Weighted Assets** $25,385 $22,305 - ------------------------------------------------------------- Total Assets-End of Period (EOP) $36,022 $28,708 Average Fourth Quarter Assets** 35,932 30,968 Total Loans-EOP 18,145 15,374 - ------------------------------------------------------------- Ratios Risk-Based Capital to Risk-Weighted Assets Tier 1 9.8% 9.9% Total (Tier 1 and Tier 2) 12.9 13.6 Leverage 6.9 7.1 - ------------------------------------------------------------- Common Stockholders' Equity to Total Loans EOP 12.9% 13.4% Total Assets EOP 6.5 7.2 Stockholders' Equity to Total Loans EOP 13.6 14.1 Total Assets EOP 6.8 7.6
Notes: *Long-Term Debt that qualifies for risk-based capital amortizes for the purpose of inclusion in tier 2 capital during the five years before maturity. **Assets have been adjusted for goodwill and other intangible assets, net unrealized loss on securities, reserves created against identified losses and excess reserve for credit losses that have been excluded from tier 1 and tier 2 capital, if any. The Board of Directors increased the quarterly dividend by 14.8% to $.155 per common share in November 2000. The common dividend has increased 100% from its level five years ago. The higher capital levels in 2000 were the result of Northern Trust's ongoing policy of retaining a sufficient percentage of earnings in the Corporation to allow for strategic expansion while maintaining a strong balance sheet. All of Northern Trust's capital ratios were well above the ratios that are a requirement for regulatory treatment as "well capitalized." At December 31, 2000, tier 1 capital was 9.8% and total capital was 12.9% of risk-weighted assets. These risk-based capital ratios are well above the minimum requirements of 4.0% for tier 1 and 8.0% for total risk-based capital ratios. Northern Trust's leverage ratio (tier 1 capital to fourth quarter average assets) of 6.9% is also well above the regulatory requirement of 3.0%. In addition, each of the subsidiary banks had a ratio of at least 8.7% for tier 1 capital, 10.8% for total risk-based capital, and 6.0% for the leverage ratio. Operational and Fiduciary Risk Management In providing banking and trust services, Northern Trust, in addition to safekeeping and managing trust and corporate assets, processes cash and securities transactions exceeding $165 billion on average each business day. These activities expose Northern Trust to operational and fiduciary risk. Controls over such processing activities are closely monitored to safeguard the assets of Northern Trust and its clients. However, from time to time Northern Trust has incurred losses related to these risks and there can be no assurance that such losses will not occur in the future. Operational risk is the risk of unexpected losses attributable to human error, systems failures, fraud, or inadequate internal controls and procedures. This risk is mitigated through a system of internal controls that are designed to keep operating risk at levels appropriate to Northern Trust's corporate standards in view of the risks inherent in the markets in which Northern Trust operates. The system of internal controls includes policies and procedures that require the proper authorization, approval, documentation and monitoring of transactions. Each business unit is responsible for complying with corporate policies and external regulations applicable to the unit, and is responsible for establishing specific procedures to do so. Northern Trust's internal auditors monitor the overall effectiveness of the system of internal controls on an ongoing basis. - -- -- - -- -- 47 Northern Trust Corporation Management's Discussion and Analysis of Financial Condition and Results of Operations ---------------------------------- Fiduciary risk is the risk of loss that may occur as a result of breaching a fiduciary duty to a client. To limit this risk, the Trust Investment Committee establishes corporate policies and procedures to reduce the risk that obligations to clients would not be discharged faithfully or in compliance with applicable legal and regulatory requirements. These policies and procedures provide guidance and establish standards related to the creation, sale, and management of investment products, trade execution, and counterparty selection. Business units have the primary responsibility for adhering to the policies and procedures applicable to their businesses. Factors Affecting Future Results - -------------------------------------------------------------------------------- This annual report contains statements that may be considered forward-looking, such as the discussion of Northern Trust's financial goals, dividend policy, expansion and business development plans, business prospects and positioning with respect to market and pricing trends, new business results and outlook, credit quality, planned capital expenditures and technology spending, and the effect of various matters (including changes in accounting standards and interpretations) on Northern Trust's business and results. These statements speak of Northern Trust's plans, goals, beliefs or expectations, refer to estimates or use similar terms. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many uncertainties including: . The future health of the U.S. and international economies and other economic factors that affect wealth creation, investment and savings patterns and Northern Trust's interest rate risk exposure and credit risk. . Changes in U.S. and worldwide securities markets, with respect to the market values of financial assets, the stability of particular securities markets and the level of volatility in certain markets such as foreign exchange. . Changes in the level of cross-border investing by clients resulting from changing economic factors, political conditions or currency markets. . Regulatory developments and changes in accounting requirements or interpretations in the U.S. and other countries where Northern Trust has significant business. . Changes in the nature of Northern Trust's competition resulting from industry consolidation, enactment of the Gramm-Leach-Bliley Act of 1999 and other regulatory changes and other factors, as well as actions taken by particular competitors. . Northern Trust's success in continuing to generate new business in its existing markets, as well as its success in identifying and penetrating targeted markets, through acquisition or otherwise, and generating a profit in those markets in a reasonable time. . Northern Trust's ability to continue to generate strong investment results for clients and continue to develop its array of investment products, internally or through acquisition, in a manner that meets client needs. . Northern Trust's success in further developing and executing on initiatives that integrate the Internet into its methods of product distribution, new business development and client service. . Northern Trust's ability to continue to fund and accomplish technological innovation, improve processes and controls and attract and retain capable staff in order to deal with technology challenges and increasing volume and complexity in many of its businesses. . Northern Trust's success in integrating recent and future acquisitions and using the acquired businesses to execute its business strategy. . The ability of each of Northern Trust's principal businesses to maintain a product mix that achieves satisfactory margins. . Changes in tax laws or other legislation in the U.S. or other countries that could affect Northern Trust or clients of its personal and institutional asset administration businesses. Some of these uncertainties that may affect future results are discussed in more detail in the sections of "Item 1--Business" of the 2000 Annual Report on Form 10-K captioned "Government Policies," "Competition" and "Regulation and Supervision." All forward-looking statements included in this document are based upon information presently available, and Northern Trust assumes no obligation to update any forward-looking statement. - -- -- - -- -- 48 Northern Trust Corporation Consolidated Balance Sheet ----------------------------------
December 31 - ------------------------------------------------------------------------------ ($ In Millions Except Share Information) 2000 1999 - ------------------------------------------------------------------------------ Assets Cash and Due from Banks $ 2,287.8 $ 1,977.9 Federal Funds Sold and Securities Purchased under Agreements to Resell (Note 4) 549.8 1,083.8 Time Deposits with Banks 5,193.8 2,292.2 Other Interest-Bearing 121.3 63.2 Securities (Note 3) Available for Sale 6,477.8 5,480.0 Held to Maturity (Fair value-$782.1 in 2000 and $740.4 in 1999) 778.4 752.7 Trading Account 13.4 11.0 - ------------------------------------------------------------------------------ Total Securities 7,269.6 6,243.7 - ------------------------------------------------------------------------------ Loans and Leases (Note 5) Commercial and Other 11,321.8 9,116.8 Residential Mortgages 6,822.8 6,257.7 - ------------------------------------------------------------------------------ Total Loans and Leases (Net of unearned income-$365.3 in 2000 and $321.3 in 1999) 18,144.6 15,374.5 - ------------------------------------------------------------------------------ Reserve for Credit Losses (Note 6) (162.9) (150.9) Buildings and Equipment (Notes 7 and 8) 448.1 380.4 Customers' Acceptance Liability 9.3 34.7 Trust Security Settlement Receivables 615.2 323.1 Other Assets (Note 17) 1,545.7 1,085.6 - ------------------------------------------------------------------------------ Total Assets $36,022.3 $28,708.2 - ------------------------------------------------------------------------------ Liabilities Deposits Demand and Other Noninterest-Bearing $ 4,547.7 $ 4,476.0 Savings and Money Market 5,521.7 5,299.7 Savings Certificates 2,331.2 2,338.6 Other Time 427.3 913.0 Foreign Offices-Demand 827.5 468.8 -Time 9,172.5 7,874.9 - ------------------------------------------------------------------------------ Total Deposits 22,827.9 21,371.0 Federal Funds Purchased 3,615.0 370.2 Securities Sold under Agreements to Repurchase (Note 4) 1,577.1 997.8 Commercial Paper 142.4 145.1 Other Borrowings 2,629.5 1,155.3 Senior Notes (Note 9) 500.0 500.0 Long-Term Debt (Note 9) 638.1 659.4 Debt-Floating Rate Capital Securities (Note 10) 267.6 267.5 Liability on Acceptances 9.3 34.7 Other Liabilities 1,353.2 1,032.5 - ------------------------------------------------------------------------------ Total Liabilities 33,560.1 26,533.5 - ------------------------------------------------------------------------------ Stockholders' Equity Preferred Stock (Note 11) 120.0 120.0 Common Stock, $1.66 2/3 Par Value; Authorized 560,000,000 shares in 2000 and 280,000,000 in 1999; Outstanding 222,232,395 shares and 222,161,934 shares in 2000 and 1999, respectively (Notes 11 and 13) 379.8 379.8 Capital Surplus -- -- Retained Earnings 2,200.0 1,870.7 Net Unrealized Loss on Securities Available for Sale (Note 3) (.9) (2.4) Common Stock Issuable-Stock Incentive Plans (Note 24) 110.2 55.0 Deferred Compensation-ESOP and Other (70.2) (44.2) Treasury Stock (at cost-5,689,129 shares in 2000 and 5,759,590 shares in 1999) (276.7) (204.2) - ------------------------------------------------------------------------------ Total Stockholders' Equity 2,462.2 2,174.7 - ------------------------------------------------------------------------------ Total Liabilities and Stockholders' Equity $36,022.3 $28,708.2
See accompanying notes to consolidated financial statements on pages 53-77. - -- -- - -- -- 49 Northern Trust Corporation Consolidated Statement of Income ----------------------------------
For the Year Ended December 31 - -------------------------------------------------------------------------------- ($ In Millions Except Per Share Information) 2000 1999 1998 - -------------------------------------------------------------------------------- Noninterest Income Trust Fees $1,201.2 $ 974.2 $ 816.3 Foreign Exchange Trading Profits 152.7 107.7 103.5 Treasury Management Fees 71.5 67.9 69.9 Security Commissions and Trading Income 34.3 30.2 28.0 Other Operating Income (Note 15) 77.1 54.5 52.6 Investment Security Gains, net (Note 3) .2 .7 1.3 - -------------------------------------------------------------------------------- Total Noninterest Income 1,537.0 1,235.2 1,071.6 - -------------------------------------------------------------------------------- Net Interest Income (Note 16) Interest Income 2,011.1 1,568.6 1,503.1 Interest Expense 1,442.5 1,049.8 1,025.9 - -------------------------------------------------------------------------------- Net Interest Income 568.6 518.8 477.2 Provision for Credit Losses (Note 6) 24.0 12.5 9.0 - -------------------------------------------------------------------------------- Net Interest Income after Provision for Credit Losses 544.6 506.3 468.2 - -------------------------------------------------------------------------------- Noninterest Expenses Compensation (Notes 24 and 25) 689.1 582.6 518.1 Employee Benefits (Note 18) 109.3 98.5 91.3 Occupancy Expense (Notes 7 and 8) 87.3 74.3 67.9 Equipment Expense (Note 7) 73.1 63.6 62.2 Other Operating Expenses (Note 17) 392.7 306.0 257.6 - -------------------------------------------------------------------------------- Total Noninterest Expenses 1,351.5 1,125.0 997.1 - -------------------------------------------------------------------------------- Income before Income Taxes 730.1 616.5 542.7 Provision for Income Taxes (Note 12) 245.0 211.5 188.8 - -------------------------------------------------------------------------------- Net Income $ 485.1 $ 405.0 $ 353.9 - -------------------------------------------------------------------------------- Net Income Applicable to Common Stock $ 479.4 $ 400.2 $ 349.0 - -------------------------------------------------------------------------------- Net Income Per Common Share (Note 13)-Basic $ 2.17 $ 1.81 $ 1.58 - -Diluted 2.08 1.74 1.52 - -------------------------------------------------------------------------------- Average Number of Common Shares Outstanding-Basic 220,961,477 221,673,316 221,366,976 - -Diluted 230,613,311 229,874,028 229,734,116
Consolidated Statement of Comprehensive Income ----------------------------------
For the Year Ended December 31 - ------------------------------------------------------------------------------- (In Millions) 2000 1999 1998 - ------------------------------------------------------------------------------- Net Income $ 485.1 $ 405.0 $ 353.9 Other Comprehensive Income (net of tax) Net Unrealized Gains (Losses) on Securities Available for Sale Unrealized Holding Gains (Losses) Arising During Period (Net of tax (provision) benefit of $(1.1) in 2000, $.5 in 1999 and $1.2 in 1998) 1.6 (1.4) (2.0) Less: Reclassification Adjustments for Gains Included in Net Income (Net of tax provision of $.1 in 2000, $.3 in 1999 and $.3 in 1998) (.1) (.4) (.7) Minimum Pension Liability Adjustment (Net of tax benefit of $1.0 in 2000, $2.3 in 1999 and $2.2 in 1998) (1.6) (3.9) (3.5) - ------------------------------------------------------------------------------- Other Comprehensive Income (.1) (5.7) (6.2) - ------------------------------------------------------------------------------- Comprehensive Income $ 485.0 $ 399.3 $ 347.7
See accompanying notes to consolidated financial statements on pages 53-77. - -- -- - -- -- 50 Northern Trust Corporation Consolidated Statement of Changes in Stockholders' Equity ----------------------------------
For the Year Ended December 31 - ------------------------------------------------------------------------------- (In Millions) 2000 1999 1998 - ------------------------------------------------------------------------------- Preferred Stock Balance at January 1 $ 120.0 $ 120.0 $ 120.0 - ------------------------------------------------------------------------------- Balance at December 31 120.0 120.0 120.0 - ------------------------------------------------------------------------------- Common Stock Balance at January 1 379.8 189.9 189.9 Transfer from Capital Surplus-Two-for-One Stock Split -- 189.9 -- - ------------------------------------------------------------------------------- Balance at December 31 379.8 379.8 189.9 - ------------------------------------------------------------------------------- Capital Surplus Balance at January 1 -- 212.9 225.5 Transfer to Common Stock-Two-for-One Stock Split -- (189.9) -- Stock Issued-Incentive Plan and Awards -- (23.0) (12.6) - ------------------------------------------------------------------------------- Balance at December 31 -- -- 212.9 - ------------------------------------------------------------------------------- Retained Earnings Balance at January 1 1,870.7 1,582.9 1,330.8 Net Income 485.1 405.0 353.9 Dividends Declared-Common Stock (124.3) (110.3) (96.9) Dividends Declared-Preferred Stock (5.7) (4.8) (4.9) Stock Issued-Incentive Plan and Awards (25.8) (2.1) -- - ------------------------------------------------------------------------------- Balance at December 31 2,200.0 1,870.7 1,582.9 - ------------------------------------------------------------------------------- Net Unrealized Gain (Loss) on Securities Available for Sale Balance at January 1 (2.4) (.6) 2.1 Unrealized Gain (Loss), net 1.5 (1.8) (2.7) - ------------------------------------------------------------------------------- Balance at December 31 (.9) (2.4) (.6) - ------------------------------------------------------------------------------- Common Stock Issuable-Stock Incentive Plans Balance at January 1 55.0 30.4 11.7 Stock Issuable, net of Stock Issued 55.2 24.6 18.7 - ------------------------------------------------------------------------------- Balance at December 31 110.2 55.0 30.4 - ------------------------------------------------------------------------------- Deferred Compensation-ESOP and Other Balance at January 1 (44.2) (44.3) (37.5) Compensation Deferred (52.6) (13.3) (18.3) Compensation Amortized 28.2 17.3 15.0 Unfunded Pension Liability, net (1.6) (3.9) (3.5) - ------------------------------------------------------------------------------- Balance at December 31 (70.2) (44.2) (44.3) - ------------------------------------------------------------------------------- Treasury Stock Balance at January 1 (204.2) (150.9) (103.5) Stock Options and Awards 121.6 87.0 69.9 Stock Purchased (194.1) (140.3) (117.3) - ------------------------------------------------------------------------------- Balance at December 31 (276.7) (204.2) (150.9) - ------------------------------------------------------------------------------- Total Stockholders' Equity at December 31 $2,462.2 $2,174.7 $1,940.3
See accompanying notes to consolidated financial statements on pages 53-77. - -- -- - -- -- 51 Northern Trust Corporation Consolidated Statement of Cash Flows ----------------------------------
For the Year Ended December 31 - ------------------------------------------------------------------------------- (In Millions) 2000 1999 1998 - ------------------------------------------------------------------------------- Cash Flows From Operating Activities: Net Income $ 485.1 $ 405.0 $ 353.9 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Credit Losses 24.0 12.5 9.0 Depreciation on Buildings and Equipment 67.8 58.2 52.4 Increase in Interest Receivable (34.1) (9.2) (23.0) Increase (Decrease) in Interest Payable (6.7) 17.5 (10.7) Amortization and Accretion of Securities and Unearned Income (233.5) (86.2) (214.9) Amortization of Software, Goodwill and Other Intangibles 76.9 62.3 54.1 Deferred Income Tax 88.4 95.3 57.0 Net Increase in Trading Account Securities (2.4) (1.9) (.3) Other, net (94.4) 53.3 222.2 - ------------------------------------------------------------------------------- Net Cash Provided by Operating Activities 371.1 606.8 499.7 - ------------------------------------------------------------------------------- Cash Flows From Investing Activities: Net Decrease in Federal Funds Sold and Securities Purchased under Agreements to Resell 534.0 80.6 1,827.3 Net (Increase) Decrease in Time Deposits with Banks (2,901.6) 972.5 (981.5) Net (Increase) Decrease in Other Interest-Bearing Assets (58.1) (41.4) 12.7 Purchases of Securities-Held to Maturity (146.4) (201.2) (233.4) Proceeds from Maturity and Redemption of Securities-Held to Maturity 126.9 160.2 218.9 Purchases of Securities-Available for Sale (41,011.9) (45,965.0) (110,806.2) Proceeds from Sale, Maturity and Redemption of Securities-Available for Sale 40,297.6 45,777.4 109,456.3 Net Increase in Loans and Leases (2,827.7) (1,834.3) (1,147.7) Purchases of Buildings and Equipment (137.1) (99.9) (84.5) Proceeds from Sale of Buildings and Equipment 1.7 1.5 8.3 Purchases and Development of Computer Software (110.3) (96.3) (68.8) Net (Increase) Decrease in Trust Security Settlement Receivables (292.1) 13.6 (45.3) Decrease in Cash Due to Acquisitions (32.5) -- (15.0) Other, net 41.0 2.7 (1.7) - ------------------------------------------------------------------------------- Net Cash Used in Investing Activities (6,516.5) (1,229.6) (1,860.6) - ------------------------------------------------------------------------------- Cash Flows From Financing Activities: Net Increase in Deposits 1,456.9 3,168.3 1,842.7 Net Increase (Decrease) in Federal Funds Purchased 3,244.8 (1,654.9) 1,203.9 Net Increase (Decrease) in Securities Sold under Agreements to Repurchase 579.3 (1,117.1) 975.2 Net Increase (Decrease) in Commercial Paper (2.7) (3.0) 1.3 Net Increase (Decrease) in Short-Term Other Borrowings 2,052.7 (556.1) (1,770.8) Proceeds from Term Federal Funds Purchased 14,215.6 7,516.8 1,730.8 Repayments of Term Federal Funds Purchased (14,794.1) (6,904.6) (1,737.4) Proceeds from Senior Notes & Long-Term Debt 102.6 701.4 801.4 Repayments on Senior Notes & Long-Term Debt (123.9) (700.2) (867.7) Treasury Stock Purchased (191.5) (139.7) (116.5) Net Proceeds from Stock Options 28.4 24.1 19.5 Cash Dividends Paid on Common and Preferred Stock (125.8) (111.4) (98.5) Other, net 13.0 11.1 4.1 - ------------------------------------------------------------------------------- Net Cash Provided by Financing Activities 6,455.3 234.7 1,988.0 - ------------------------------------------------------------------------------- Increase (Decrease) in Cash and Due from Banks 309.9 (388.1) 627.1 Cash and Due from Banks at Beginning of Year 1,977.9 2,366.0 1,738.9 - ------------------------------------------------------------------------------- Cash and Due From Banks at End of Year $ 2,287.8 $ 1,977.9 $ 2,366.0 - ------------------------------------------------------------------------------- Schedule of Noncash Investing Activities: Transfer of Securities from Available for Sale to Held to Maturity $ -- $ 239.8 $ -- Supplemental Disclosures of Cash Flow Information: Interest Paid $ 1,449.2 $ 1,032.4 $ 1,036.6 Income Taxes Paid 112.7 69.7 128.0
See accompanying notes to consolidated financial statements on pages 53-77. - -- -- - -- -- 52 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- 1. Accounting Policies--The consolidated financial statements have been prepared in conformity with generally accepted accounting principles and reporting practices prescribed for the banking industry. A description of the significant accounting policies follows: A. Basis of Presentation. The consolidated financial statements include the accounts of Northern Trust Corporation (Corporation) and its wholly-owned subsidiary The Northern Trust Company (Bank) and their wholly-owned subsidiaries. Throughout the notes, the term "Northern Trust" refers to Northern Trust Corporation and subsidiaries. Significant intercompany balances and transactions have been eliminated in consolidation. The consolidated statement of income includes results of acquired and pooled subsidiaries from the dates of acquisition. B. Nature of Operations. The Corporation is a bank holding company whose principal subsidiary is the Chicago-based Bank. The Corporation also owns banks in Arizona, California, Colorado, Florida, and Texas, a federal savings bank with offices in Michigan, Missouri, Nevada, Ohio, Washington and Wisconsin, a trust company in New York and various other nonbank subsidiaries, including an investment management company, a securities brokerage firm, an international investment consulting firm and a retirement services company. The Bank has global custody operations in London and various subsidiaries, including a leasing company, a Canadian trust company, a New York Edge Act company and a global fund services provider. Northern Trust generates the majority of its revenues from its two primary business units, Corporate and Institutional Services (C&IS) and Personal Financial Services (PFS). Investment products and services are provided to C&IS and PFS through a third business unit, Northern Trust Global Investments (NTGI). Operations and system support for these business units are provided by a fourth business unit, Worldwide Operations and Technology (WWOT). The C&IS business unit provides trust and custody-related services in the United States and foreign markets to corporations and institutions; investment management services; a full range of commercial banking services to large domestic corporations and financial institutions; treasury management services to meet the needs of major corporations and financial institutions; and foreign exchange services for global custody clients and Northern Trust's own account. The PFS business unit provides personal trust, investment management, estate administration, personal banking and mortgage lending services, and also provides commercial banking services to middle market companies. These services are delivered through the Bank in Illinois and the network of subsidiaries in Arizona, California, Colorado, Florida, Michigan, Missouri, Nevada, Ohio, Texas, Washington and Wisconsin. C. Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. D. Foreign Currency Translation. Foreign currency asset and liability accounts of overseas branches and subsidiaries are translated at current rates of exchange, except for buildings and equipment which are translated at rates in effect at the date of acquisition. Income and expense accounts are translated at month-end rates of exchange. Foreign exchange trading positions are valued daily at prevailing market rates. Gains and losses on trading positions and on positions entered into to hedge foreign denominated investments are recognized currently in other operating income. Unrealized gains on trading positions are reported as other assets and unrealized losses are reported as other liabilities in the consolidated balance sheet. Gains and losses on foreign currency positions that were entered into to hedge specific, firm foreign currency obligations are deferred and recognized in income over the life of the underlying asset or liability or as the underlying expense or commitment is incurred. E. Securities. Securities Available for Sale consist of debt and equity securities that are not intended to be held to maturity and are not held for trading. Securities available for sale are reported at fair value, with unrealized gains and losses credited or charged, net of the tax effect, directly to stockholders' equity. Realized gains and losses on securities available for sale are determined on a specific identification basis and are reported in the consolidated statement of income as investment security gains and losses. Securities Held to Maturity consist of debt securities that management intends to, and Northern Trust has the ability to, hold until maturity. Such securities are reported at cost, adjusted for amortization of premium and accretion of discount. Securities Held for Trading are stated at fair value. Realized and unrealized gains and losses on securities held for trading are reported in the consolidated statement of income under security commissions and trading income. - -- -- - -- -- 53 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- F. Interest Risk Management Instruments. Interest risk management instruments include interest rate swap contracts, futures contracts, options and similar contracts. Northern Trust is a party to various interest risk management instruments as part of its asset/liability management activities, to meet the interest risk management needs of its clients and as part of its trading activity for its own account. Unrealized gains and receivables on interest risk management instruments are reported as other assets and unrealized losses and payables are reported as other liabilities in the consolidated balance sheet. Asset/Liability Management Instruments. Interest rate swaps were traditionally the primary interest risk management instrument used for asset/liability management purposes. Futures contracts, options, and similar contracts are occasionally used for asset/liability management, but these contracts do not have a material impact on Northern Trust's financial condition or net income. Accrued interest income or expense on asset/liability management swaps is recognized as a component of the interest income or expense of the hedged items. Unrealized gains and losses on such swaps are recognized consistent with the method of accounting for the hedged items. For example, there is no recognition of unrealized gains and losses on swaps used to hedge items that are carried at their amortized cost. Unrealized gains and losses on interest rate swaps used to hedge available for sale securities are reported in stockholders' equity, net of applicable taxes. A swap that is classified in the asset/liability management category must be assigned to hedge a specific asset or liability and must reduce Northern Trust's interest rate risk. It must also achieve its intended objective of converting the yield on the hedged asset or liability to the desired rate. This criteria is assumed to have been met if the interest rate on the hedged asset or liability is identical to the offsetting interest rate on the swap. If the two rates are not identical, the correlation between the levels of the two rates since the inception of the swap must be measured to ensure that the swap is meeting its intended objective. In addition, the notional amount of the swap must be less than or equal to the par amount of the item being hedged. If a forward swap is entered into to hedge an anticipated transaction, the significant terms (e.g., the expected date, type of instrument, quantity, and maturity date) of the anticipated transaction must be identified, and it must be probable that the anticipated transaction will occur. If an asset/liability management swap is terminated or ceases to meet the criteria described above, any realized or unrealized gain or loss at the time is deferred and amortized over the remainder of the original hedge period. Any subsequent realized or unrealized gains or losses are reported as security commissions and trading income in the consolidated statement of income. If the item being hedged is sold, any deferred or unrealized gain or loss on the swap at the time of the transaction is considered in the calculation of the gain or loss on the sale. If the swap is not terminated, it must be marked to market on a prospective basis, with realized and unrealized gains and losses included in security commissions and trading income in the consolidated statement of income. Client-Related and Trading Instruments. Interest risk management instruments entered into to meet clients' interest risk management needs or for trading purposes are carried at fair value, with realized and unrealized gains and losses included in security commissions and trading income. G. Loans and Leases. Loans that are held to maturity are reported at the principal amount outstanding, net of unearned income. Residential real estate loans classified as held for sale are reported at the lower of aggregate cost or market value. Interest income on loans is recorded on an accrual basis until, in the opinion of management, there is a question as to the ability of the debtor to meet the terms of the contract, or when interest or principal is more than 90 days past due and the loan is not well-secured and in the process of collection. At the time a loan is placed on nonaccrual status, interest accrued but not collected is reversed against interest income of the current period. Loans are returned to accrual status when factors indicating doubtful collectibility no longer exist. Interest collected on nonaccrual loans is applied to principal unless, in the opinion of management, collectibility of principal is not in doubt. Premiums and discounts on loans are recognized as an adjustment of yield using the interest method based on the contractual terms of the loan. Commitment fees that are considered to be an adjustment to the loan yield, loan origination fees and certain direct costs are deferred and accounted for as an adjustment to the yield. Unearned lease income from direct financing and leveraged leases is recognized using the interest method. This method provides a constant rate of return on the unrecovered investment over the life of the lease. H. Reserve for Credit Losses. The reserve for credit losses represents management's estimate of probable inherent losses which have occurred as of the date of the financial statements. The loan and lease - -- -- - -- -- 54 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- portfolio and other credit exposures are regularly reviewed to evaluate the adequacy of the reserve for credit losses. In determining the level of the reserve, Northern Trust evaluates the reserve necessary for specific nonperforming loans and also estimates losses inherent in other credit exposures. The result is a reserve with these components: Specific Reserve. The amount of specific reserves is determined through a loan-by-loan analysis of nonperforming loans that considers expected future cash flows, the value of collateral and other factors that may impact the borrower's ability to pay. Allocated Inherent Reserve. The amount of the allocated portion of the inherent loss reserve is based on loss factors assigned to Northern Trust's credit exposures based on internal credit ratings. These loss factors are primarily based on management's judgment of estimated credit losses inherent in the loan portfolio as well as historical charge-off experience. Unallocated Inherent Reserve. Management determines the unallocated portion of the inherent loss reserve based on factors that cannot be associated with a specific credit or loan categories. These factors include management's subjective evaluation of local and national economic and business conditions, portfolio concentration and changes in the character and size of the loan portfolio. The unallocated portion of the inherent loss reserve reflects management's attempt to ensure that the overall reserve appropriately reflects a margin for the imprecision necessarily inherent in estimates of expected credit losses. Loans, leases and other extensions of credit deemed uncollectible are charged to the reserve. Subsequent recoveries, if any, are credited to the reserve. Actual losses may vary from current estimates and the amount of the provision may be either greater than or less than actual net charge-offs. The related provision for credit losses, which is charged to income, is the amount necessary to adjust the reserve to the level determined through the above process. The control process maintained by the Credit Policy Group and the lending staff, and the quarterly analysis of specific and inherent loss components are the principal methods relied upon by management to ensure that changes in estimated credit loss levels are adjusted on a timely basis. In addition to Northern Trust's own experience, management also considers the experience of peer institutions and regulatory guidance. I. Fees on Standby Letters of Credit and Participations in Bankers Acceptances. Fees on standby letters of credit are recognized in other operating income on the straight-line method over the lives of the underlying agreements. Commissions on bankers acceptances are recognized in other operating income when received. J. Buildings and Equipment. Buildings and equipment owned are carried at original cost less accumulated depreciation. The charge for depreciation is computed on the straight-line method based on the following range of lives: buildings--10 to 30 years; equipment--4 to 10 years; and leasehold improvements--lease term to 15 years. Leased properties meeting certain criteria are capitalized and amortized using the straight-line method over the lease period. K. Other Real Estate Owned (OREO). OREO is comprised of commercial and residential real estate properties acquired in partial or total satisfaction of problem loans. OREO assets are carried at the lower of cost or fair value. Losses identified at the time of acquisition of such properties are charged against the reserve for credit losses. Subsequent write-downs that may be required to the carrying value of these assets and losses realized from asset sales are charged to other operating expenses. L. Intangible Assets. Goodwill, arising from the excess of purchase price over the fair value of net assets of acquired businesses, is being amortized using the straight-line method primarily over fifteen years. Other purchased intangible assets arising from acquisitions are amortized using various methods over the estimated lives of the assets. Software is being amortized using the straight-line method over the estimated useful life of the asset, ranging from 3 to 7 years. M. Trust Assets and Fees. Assets held in fiduciary or agency capacities are not included in the consolidated balance sheet, since such items are not assets of Northern Trust. Fees from trust activities are recorded on the accrual basis. N. Trust Security Settlement Receivables. These receivables represent other items in the process of collection presented on behalf of trust clients. O. Income Taxes. In accordance with SFAS No. 109, "Accounting for Income Taxes," an asset and liability approach to accounting for income taxes is followed. The objective is to recognize the amount of taxes payable or refundable for the current year, and to recognize deferred tax assets and liabilities resulting from temporary differences between the amounts reported in the financial statements and the tax bases of assets and liabilities. The measurement of tax assets and liabilities is based on enacted tax laws and applicable tax rates. - -- -- - -- -- 55 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- P. Cash Flow Statements. Cash and cash equivalents have been defined as "Cash and Due from Banks." 2. Reclassifications--Certain reclassifications have been made to prior periods' consolidated financial statements to place them on a basis comparable with the current period's consolidated financial statements. 3. Securities--Securities Available For Sale. The following tables summarize the amortized cost, fair values and remaining maturities of securities available for sale. Reconciliation of Amortized Cost to Fair Values of Securities Available for Sale - --------------------------------------------------------------------------------
December 31, 2000 - ----------------------------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair (In Millions) Cost Gains Losses Value - ----------------------------------------------------------------------------- U.S. Government $ 174.0 $ .6 $ -- $ 174.6 Obligations of States and Political Subdivisions 16.8 .1 1.2 15.7 Federal Agency 6,171.2 1.9 1.0 6,172.1 Preferred Stock 101.3 .2 .3 101.2 Other 14.2 -- -- 14.2 - ----------------------------------------------------------------------------- Total $6,477.5 $2.8 $2.5 $6,477.8
There were no outstanding off-balance sheet financial instruments used to hedge available for sale securities as of December 31, 2000. As of December 31, 2000, stockholders' equity included a charge of $.9 million, net of the related tax benefit, to recognize the depreciation on securities available for sale.
December 31, 1999 - ----------------------------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair (In Millions) Cost Gains Losses Value - ----------------------------------------------------------------------------- U.S. Government $ 192.4 $ -- $ .4 $ 192.0 Obligations of States and Political Subdivisions 16.8 -- 1.5 15.3 Federal Agency 5,109.7 .7 4.8 5,105.6 Preferred Stock 101.6 -- .3 101.3 Other 66.1 -- .3 65.8 - ----------------------------------------------------------------------------- Total $5,486.6 $ .7 $7.3 $5,480.0
Unrealized gains and losses on off-balance sheet financial instruments used to hedge available for sale securities totaled $3.5 million and none, respectively, as of December 31, 1999. Unrealized gains on these hedges are reported as other assets in the consolidated balance sheet. As of December 31, 1999, stockholders' equity included a charge of $2.4 million, net of the related tax benefit, to recognize the depreciation on securities available for sale, net of the related hedges. Remaining Maturity of Securities Available for Sale - --------------------------------------------------------------------------------
December 31, 2000 - ---------------------------------------------------------- Amortized Fair (In Millions) Cost Value - ---------------------------------------------------------- Due in One Year or Less $6,348.5 $6,350.2 Due After One Year Through Five Years 13.0 13.0 Due After Five Years Through Ten Years 7.8 7.8 Due After Ten Years 108.2 106.8 - ---------------------------------------------------------- Total $6,477.5 $6,477.8
Mortgage-backed securities were included in the above table taking into account anticipated future prepayments. Securities Held to Maturity. The following tables summarize the book values, fair values and remaining maturities of securities held to maturity. Reconciliation of Book Values to Fair Values of Securities Held to Maturity - --------------------------------------------------------------------------------
December 31, 2000 - ------------------------------------------------------------------------ Gross Gross Book Unrealized Unrealized Fair (In Millions) Value Gains Losses Value - ------------------------------------------------------------------------ U.S. Government $ 55.0 $ -- $ -- $ 55.0 Obligations of States and Political Subdivisions 435.7 9.4 -- 445.1 Federal Agency 5.5 .1 .1 5.5 Other 282.2 .1 5.8 276.5 - ------------------------------------------------------------------------ Total $778.4 $9.6 $ 5.9 $782.1 December 31, 1999 - ------------------------------------------------------------------------ Gross Gross Book Unrealized Unrealized Fair (In Millions) Value Gains Losses Value - ------------------------------------------------------------------------ U.S. Government $ 55.1 $ -- $ .1 $ 55.0 Obligations of States and Political Subdivisions 476.0 3.2 12.6 466.6 Federal Agency .9 -- .2 .7 Other 220.7 -- 2.6 218.1 - ------------------------------------------------------------------------ Total $752.7 $3.2 $15.5 $740.4
- -- -- - -- -- 56 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Remaining Maturity of Securities Held to Maturity - --------------------------------------------------------------------------------
December 31, 2000 - ----------------------------------------------------- Book Fair (In Millions) Value Value - ----------------------------------------------------- Due in One Year or Less $ 83.4 $ 83.7 Due After One Year Through Five Years 125.3 129.1 Due After Five Years Through Ten Years 196.1 197.6 Due After Ten Years 373.6 371.7 - ----------------------------------------------------- Total $778.4 $782.1
Mortgage-backed securities were included in the above table taking into account anticipated future prepayments. Investment Security Gains and Losses. Realized gross security gains and losses, which were included in the consolidated statement of income, totaled $.3 million and $.1 million, respectively in 2000. Realized gross security gains totaled $.7 million in 1999 and $1.3 million in 1998. 4. Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase--Securities purchased under agreements to resell and securities sold under agreements to repurchase are recorded at the amounts at which the securities were acquired or sold plus accrued interest. To minimize any potential credit risk associated with these transactions, the fair value of the securities purchased or sold is continuously monitored, limits are set on exposure with counterparties, and the financial condition of counterparties is regularly assessed. It is Northern Trust's policy to take possession of securities purchased under agreements to resell. The following tables summarize information related to securities purchased under agreements to resell and securities sold under agreements to repurchase. Securities Purchased Under Agreements to Resell - --------------------------------------------------------------------------------
December 31 - --------------------------------------------------------------- ($ In Millions) 2000 1999 - --------------------------------------------------------------- Average Balance During the Year $269.9 $749.8 Average Interest Rate Earned During the Year 6.19% 5.03% Maximum Month-End Balance During the Year 304.3 913.6
Securities Sold Under Agreements to Repurchase - --------------------------------------------------------------------------------
December 31 - --------------------------------------------------------------- ($ In Millions) 2000 1999 - --------------------------------------------------------------- Average Balance During the Year $1,476.4 $1,954.5 Average Interest Rate Paid During the Year 6.22% 4.90% Maximum Month-End Balance During the Year 3,353.9 3,573.2
5. Loans and Leases--Amounts outstanding in selected loan categories are shown below.
December 31 - -------------------------------------------- (In Millions) 2000 1999 - -------------------------------------------- Domestic Residential Real Estate $ 6,822.8 $ 6,257.7 Commercial 4,796.8 4,704.1 Broker 126.4 88.8 Commercial Real Estate 911.0 780.4 Personal 2,289.3 1,659.9 Other 1,207.1 566.5 Lease Financing 1,034.4 691.5 - -------------------------------------------- Total Domestic 17,187.8 14,748.9 International 956.8 625.6 - -------------------------------------------- Total Loans and Leases $18,144.6 $15,374.5
Other domestic and international loans include $1.4 billion at December 31, 2000, and $701.8 million at December 31, 1999 of overnight trust-related advances in connection with next day security settlements. Lease financing includes leveraged leases of $603.5 million at December 31, 2000, and $399.3 million at December 31, 1999. Residential real estate loans held for sale totaled $5.6 million and $14.8 million at December 31, 2000 and 1999, respectively. Refer to Note 20 for detail related to interest risk management instruments used to hedge loans. Nonperforming Assets. Presented below are outstanding amounts of nonaccrual loans, restructured loans and OREO.
December 31 - -------------------------------------------- (In Millions) 2000 1999 - -------------------------------------------- Nonaccrual Loans Domestic-Commercial Real Estate $ 1.8 $ 1.9 -Other 74.5 57.4 International -- -- - -------------------------------------------- Total Nonaccrual Loans 76.3 59.3 Restructured Loans -- -- Other Real Estate Owned 2.2 1.3 - -------------------------------------------- Total Nonperforming Assets $78.5 $60.6
- -- -- - -- -- 57 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Included in nonperforming assets were loans with a recorded investment at December 31, 2000 and December 31, 1999 of $74.8 million and $56.3 million, respectively, which were also classified as impaired. At December 31, 2000 and December 31, 1999, impaired loans totaling $3.0 million and $7.9 million, respectively, had no portion of the reserve for credit losses specifically allocated to them, while $71.8 million at December 31, 2000 had a specific allocated reserve of $24.3 million and $48.4 million at December 31, 1999 had a specific allocated reserve of $15.0 million. Total recorded investment in impaired loans averaged $60.6 million in 2000 and $33.5 million in 1999. Total interest income recognized on impaired loans was $26 thousand and $235 thousand in 2000 and 1999, respectively. There were $11.5 million of unfunded loan commitments and standby letters of credit issued to borrowers whose loans were classified as nonaccrual at December 31, 2000, while there were $7.1 million at December 31, 1999. Interest income that would have been recorded on domestic nonaccrual loans in accordance with their original terms amounted to $6.5 million in 2000 and $3.2 million in both 1999 and 1998, compared with amounts that were actually recorded of $26 thousand, $.2 million and $.3 million, respectively. Write-downs and realized losses on OREO of $31 thousand in 2000, $.3 million in 1999 and $52 thousand in 1998 were charged to other operating expenses. 6. Reserve for Credit Losses--Changes in the reserve for credit losses were as follows:
(In Millions) 2000 1999 1998 - -------------------------------------------------------- Balance at Beginning of Year $150.9 $146.8 $147.6 - -------------------------------------------------------- Charge-Offs Domestic (13.5) (9.8) (11.8) International -- -- -- - -------------------------------------------------------- Total Charge-Offs (13.5) (9.8) (11.8) Recoveries 1.5 1.4 1.8 - -------------------------------------------------------- Net Charge-Offs (12.0) (8.4) (10.0) Provision for Credit Losses 24.0 12.5 9.0 Reserve Related to Acquisitions -- -- .2 - -------------------------------------------------------- Balance at End of Year $162.9 $150.9 $146.8
7. Buildings and Equipment--Summary of buildings and equipment is presented below.
December 31, 2000 - ---------------------------------------------------------------------------- Net Original Accumulated Book (In Millions) Cost Depreciation Value - ---------------------------------------------------------------------------- Land $ 37.9 $ -- $ 37.9 Buildings 155.8 43.7 112.1 Equipment 336.0 149.7 186.3 Leasehold Improvements 88.5 33.7 54.8 Buildings Leased under Capital Leases (Note 8) 76.6 19.6 57.0 - ---------------------------------------------------------------------------- Total Buildings and Equipment $694.8 $246.7 $448.1 December 31, 1999 - ---------------------------------------------------------------------------- Net Original Accumulated Book (In Millions) Cost Depreciation Value - ---------------------------------------------------------------------------- Land $ 37.9 $ -- $ 37.9 Buildings 111.8 40.5 71.3 Equipment 290.8 129.7 161.1 Leasehold Improvements 70.0 28.1 41.9 Buildings Leased under Capital Leases (Note 8) 86.6 18.4 68.2 - ---------------------------------------------------------------------------- Total Buildings and Equipment $597.1 $216.7 $380.4
The charge for depreciation, which includes amortization of assets recorded under capital leases, amounted to $67.8 million in 2000, $58.2 million in 1999 and $52.4 million in 1998. - -- -- - -- -- 58 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- 8. Lease Commitments--At December 31, 2000, Northern Trust was obligated under a number of non-cancelable operating leases for premises and equipment. Certain leases contain rent escalation clauses, based on market indices or increases in real estate taxes and other operating expenses and renewal option clauses calling for increased rentals. There are no restrictions imposed by any lease agreement regarding the payment of dividends, debt financing or Northern Trust entering into further lease agreements. Minimum annual lease commitments as of December 31, 2000 for all non-cancelable operating leases are as follows:
Future Minimum (In Millions) Lease Payments - -------------------------------------------- 2001 $ 37.8 2002 38.4 2003 39.9 2004 37.2 2005 36.2 Later Years 368.4 - -------------------------------------------- Total Minimum Lease Payments $557.9
Net rental expense for all operating leases is included in occupancy expense and amounted to $36.9 million in 2000, $31.5 million in 1999 and $27.8 million in 1998. The building and land utilized at the Chicago operations center has been leased under an agreement that qualifies as a capital lease. The long-term financing for the property was provided by the Corporation and the Bank. In the event of sale or refinancing, the Bank will receive all proceeds except for 58% of any proceeds in excess of the original project costs which will be paid to the lessor. In January 2000, the Bank closed on an agreement to purchase a building and adjacent land located across the street from the Chicago operations center for $23.5 million. The building contains approximately 340,000 square feet of rentable office space. Prior to the purchase date, the Bank leased under the agreement approximately 130,000 square feet of this building. At dates prior to the purchase, the present value of the land and building is reported in buildings and equipment, and the related purchase obligation is included in long-term debt in the consolidated balance sheet. The following table reflects the future minimum lease payments required under capital leases, net of any payments received on the long-term financing, and the present value of net capital lease obligations at December 31, 2000.
Future Minimum (In Millions) Lease Payments, Net - ------------------------------------------------------- 2001 $ 1.9 2002 1.9 2003 1.9 2004 1.9 2005 1.9 Later Years 10.9 - ------------------------------------------------------- Total Minimum Lease Payments, net 20.4 Less: Amount Representing Interest 7.3 - ------------------------------------------------------- Net Present Value under Capital Lease Obligations$13.1
9. Senior Notes, Long-Term Debt and Lines of Credit--Senior Notes. A summary of Bank senior notes outstanding at December 31 is presented below.
($ In Millions) Rate 2000 1999 - --------------------------------------------------- Bank-Senior Notes (a) (b) Fixed Rate Due 2000 5.10% $ -- $100.0 Fixed Rate Due 2001 6.30 50.0 50.0 Fixed Rate Due 2003 6.625 200.0 200.0 Fixed Rate Due 2004 6.65 150.0 150.0 Fixed Rate Due 2005 7.50 100.0 -- - --------------------------------------------------- Total Bank Senior Notes $500.0 $500.0
Long-Term Debt. Summary of long-term debt outstanding at December 31 is presented below.
($ In Millions) 2000 1999 - --------------------------------------------------- Corporation-Subordinated Debt 9.20% Notes due May 2001 (a) $ 25.0 $ 25.0 Bank-Subordinated Debt 6.50% Notes due May 2003 (a) 100.0 100.0 6.70% Notes due Sept. 2005 (a) (b) 100.0 100.0 7.30% Notes due Sept. 2006 (a) (b) 100.0 100.0 6.25% Notes due June 2008 (a) (b) 100.0 100.0 7.10% Notes due Aug. 2009 (a) (b) 200.0 200.0 - --------------------------------------------------- Subordinated Long-Term Debt 625.0 625.0 - --------------------------------------------------- Capital Lease Obligations (c) 13.1 11.0 Building Purchase Obligation (c) -- 23.4 - --------------------------------------------------- Other Long-Term Debt 13.1 34.4 - --------------------------------------------------- Total Long-Term Debt $638.1 $659.4 - --------------------------------------------------- Long-Term Debt Qualifying as Risk-Based Capital $520.0 $565.0
(a) Not redeemable prior to maturity. (b) Under the terms of its current Offering Circular, the Bank has the ability to offer from time to time its senior bank notes in an aggregate principal amount of up to $3.7 billion at any one time outstanding and up to an additional $300 million of subordinated notes. Each senior note will mature from 30 days to fifteen years and each subordinated note will mature from five years to fifteen years, following its date of original issuance. Each note will mature on such date as selected by the initial purchaser and agreed to by the Bank. (c) Refer to Note 8. - -- -- - -- -- 59 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Lines of Credit. The Corporation currently maintains a commercial paper back-up line of credit with three banks totaling $50 million. The termination date is November 2001. The commitment fee is determined by a pricing matrix that is based on the long-term senior debt ratings of the Corporation. Currently, the annual fee is one-tenth of 1% of the commitment. There were no borrowings under commercial paper back-up facilities during 2000 or 1999. 10. Debt--Floating Rate Capital Securities. The following table summarizes the book value of Floating Rate Capital Securities outstanding.
December 31 - ------------------------------------------------------------ (In Millions) 2000 1999 - ------------------------------------------------------------ $150 Million Series A due January 15, 2027 $148.7 $148.6 $120 Million Series B due April 15, 2027 118.9 118.9 - ------------------------------------------------------------ Total Debt-Floating Rate Capital Securities $267.6 $267.5
In January 1997, the Corporation issued $150 million of Floating Rate Capital Securities, Series A, through a statutory business trust wholly-owned by the Corporation ("NTC Capital I"). In April 1997, the Corporation also issued, through a separate wholly-owned statutory business trust ("NTC Capital II"), $120 million of Floating Rate Capital Securities, Series B. The sole assets of the trusts are Subordinated Debentures of Northern Trust Corporation which have the same interest rates and maturity dates as the corresponding distribution rates and redemption dates of the Floating Rate Capital Securities. The outstanding principal amounts of the Subordinated Debentures held by NTC Capital I and NTC Capital II are $154.6 million and $123.7 million, respectively. The Series A Securities were issued at a discount to yield 60.5 basis points above the three-month London Interbank Offered Rate (LIBOR), while the Series B Securities were issued at a discount to yield 67.9 basis points above the three-month LIBOR. Both Series A and B Securities qualify as tier 1 capital for regulatory purposes. The Corporation has fully, irrevocably and unconditionally guaranteed all payments due on such Capital Securities. The holders of the Capital Securities are entitled to receive preferential cumulative cash distributions quarterly in arrears (based on the liquidation amount of $1,000 per Capital Security) at an interest rate equal to the rate on the corresponding Subordinated Debentures. The interest rate on the Series A and Series B securities is equal to three- month LIBOR plus 0.52% and 0.59%, respectively. Subject to certain exceptions, the Corporation has the right to defer payment of interest on the Subordinated Debentures at any time or from time to time for a period not exceeding 20 consecutive quarterly periods provided that no extension period may extend beyond the stated maturity date. If interest is deferred on the Subordinated Debentures, distributions on the Capital Securities will also be deferred and the Corporation will not be permitted, subject to certain exceptions, to pay or declare any cash distributions with respect to the Corporation's capital stock or debt securities that rank the same as or junior to the Subordinated Debentures, until all past due distributions are paid. The Subordinated Debentures are unsecured and subordinated to substantially all of the Corporation's existing indebtedness. The Corporation has the right to redeem the Series A Subordinated Debentures on or after January 15, 2007 and the Series B Subordinated Debentures on or after April 15, 2007, in each case in whole or in part. In addition, the Corporation has the right to redeem the Subordinated Debentures held by either trust in whole but not in part at any time within 90 days following certain defined tax or regulatory capital treatment changes, at a price equal to the principal amount plus accrued and unpaid interest. 11. Stockholders' Equity--Preferred Stock. The Corporation is authorized to issue 10,000,000 shares of preferred stock without par value. The Board of Directors of the Corporation is authorized to fix the particular preferences, rights, qualifications and restrictions for each series of preferred stock issued. A summary of preferred stock outstanding is presented below.
December 31 - ------------------------------------------------------ (In Millions) 2000 1999 - ------------------------------------------------------ Auction Rate Preferred Stock Series C 600 shares @ $100,000 per share $ 60.0 $ 60.0 Flexible Auction Rate Cumulative Preferred Stock Series D 600 shares @ $100,000 per share 60.0 60.0 - ------------------------------------------------------ Total Preferred Stock $120.0 $120.0
Series C--In 1987, 600 shares of Auction Rate Preferred Stock Series C (APS) were issued, with a $100,000 per share stated value. Dividends on the shares of APS are cumulative. Rates are determined every 49 days by Dutch auction unless the Corporation fails to pay a dividend or redeem any shares for which it has given notice of redemption, in which case the dividend rate will be set at 175% of the 60-day "AA" - -- -- - -- -- 60 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Composite Commercial Paper Rate. The dividend rate in any auction will not exceed a percentage determined by the prevailing credit rating of the APS. The current maximum dividend rate is 120% of the 60-day "AA" Composite Commercial Paper Rate. No dividends other than dividends payable in junior stock, such as common stock, may be paid on common stock until full cumulative dividends on the APS have been paid. The average rate for this issue as declared during 2000 was 4.77%. The shares of APS are redeemable at the option of the Corporation, in whole or in part, on any Dividend Payment Date at $100,000 per share, plus accrued and unpaid dividends. Series D--In 1990, 600 shares of Flexible Auction Rate Cumulative Preferred Stock Series D (FAPS) were issued with a $100,000 per share stated value. Each dividend period contains 49 days (the "Short-Term Dividend Period") or a number of days greater than 49 days (as selected by the Term Selection Agent) which is divisible by seven (the "Long-Term Dividend Period"). Rates for each dividend period are determined by Dutch auction unless the Corporation fails to pay the full amount of any dividend or redemption. The dividend rate in any auction will not exceed a percentage (currently 125%), determined by the prevailing credit rating of the FAPS, of the 60-day "AA" Composite Commercial Paper Rate or the Reference Rate, which rate is the Composite Commercial Paper Rate or the Treasury Rate, as appropriate for the length of each Short-Term or Long-Term Dividend Period, respectively. If the Corporation fails to pay the full amount of any dividend or redemption, each dividend period thereafter (until auctions are resumed) will be a Short-Term Dividend Period and the dividend rate will be 250% of the 60-day "AA" Composite Commercial Paper Rate; additional dividends will accrue for the balance of any Long-Term Dividend Period in which such a failure to pay occurs. No dividends other than dividends payable in junior stock, such as common stock, may be paid on common stock until full cumulative dividends on the FAPS have been paid. The average rate for this issue as declared during 2000 was 4.80%. The shares of FAPS are redeemable at the option of the Corporation, in whole or in part, at $100,000 per share plus accrued and unpaid dividends. Preferred Stock Purchase Rights--On July 21, 1998 the Board of Directors of the Corporation declared a dividend distribution of one Preferred Stock Purchase Right for each outstanding share of the Corporation's common stock issuable to stockholders of record at the close of business on October 31, 1999 (the expiration date of a prior 1989 Rights Agreement). As a result of anti-dilution provisions, each share of common stock now has one-half of one Right associated with it. Each Right is exercisable for one one-hundredth of a share of Series A Junior Participating Preferred Stock at an exercise price of $330.00, subject to adjustment. The Rights will be evidenced by the common stock certificates and will not be exercisable or transferable apart from the common stock until twenty days after a person or group acquires 15 percent or more of the shares of common stock then outstanding or announces a tender or exchange offer which if consummated would result in ownership of 15 percent or more of the outstanding common stock. In the event that any person or group acquires 15 percent or more of the outstanding shares of common stock, each Right entitles the holder, other than such person or group, to purchase that number of shares of common stock of the Corporation having a market value of twice the exercise price of the Right. At any time thereafter if the Corporation consummates a business combination transaction or sells substantially all of its assets, each Right entitles the holder, other than the person or group acquiring 15 percent or more of the outstanding shares of common stock, to purchase that number of shares of surviving company stock which at the time of the transaction would have a market value of twice the exercise price of the Right. The Rights do not have voting rights and are redeemable at the option of the Corporation at a price of one-half of one cent per Right at any time prior to the close of business on the twentieth day following announcement by the Corporation of the acquisition of 15 percent or more of the outstanding common stock by a person or group. Unless earlier redeemed, the Rights will expire on October 31, 2009. Common Stock. In November 1999, the Corporation declared a two-for-one split of its common stock to be effected by means of a 100% stock distribution. One share for each share held by shareholders of record on November 29, 1999 was distributed on December 9, 1999. In May 1999, the Corporation announced that it increased its common stock buyback authorization by approximately 10.0 million (split-adjusted) shares. These shares may be repurchased from time to time in open market purchases, and the shares would be used primarily for management incentive plans and other corporate purposes. Under the current buyback program, the Corporation may purchase up to 7.1 million shares after December 31, 2000. - -- -- - -- -- 61 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- An analysis of changes in the number of shares of common stock outstanding follows:
2000 1999 1998 - ------------------------------------------------------------------------------- Balance at January 1 222,161,934 111,214,740 111,367,436 Distribution of Two-for-One Stock Split -- 111,214,740 -- Employee Benefit Plans: Incentive Plan and Awards 490,397 347,518 302,677 Stock Options Exercised 2,364,071 2,518,802 1,170,840 Treasury Stock Purchased (2,784,007) (3,133,866) (1,626,213) - ------------------------------------------------------------------------------- Balance at December 31 222,232,395 222,161,934 111,214,740
Note: 1999 share activity reflects the December 1999 two-for-one stock split effected by means of a 100% stock distribution. 12. Income Taxes--The table below reconciles the total provision for income taxes recorded in the consolidated statement of income with the amounts computed at the statutory federal tax rate of 35%.
(In Millions) 2000 1999 1998 - --------------------------------------------------- Tax at Statutory Rate $255.5 $215.8 $189.9 Tax Exempt Income (9.4) (10.5) (10.6) State Taxes, net 6.1 7.5 8.9 Other (7.2) (1.3) .6 - --------------------------------------------------- Provision for Income Taxes $245.0 $211.5 $188.8
The components of the consolidated provision for income taxes for each of the three years ended December 31, are as follows:
(In Millions) 2000 1999 1998 - ------------------------------------------------- Current Tax Provision: Federal $118.9 $ 92.9 $113.1 State 10.3 8.4 7.6 Foreign 27.4 14.9 11.1 - ------------------------------------------------- Total 156.6 116.2 131.8 - ------------------------------------------------- Deferred Tax Provision: Federal 89.3 92.2 51.0 State (.9) 3.1 6.0 - ------------------------------------------------- Total 88.4 95.3 57.0 - ------------------------------------------------- Provision for Income Taxes $245.0 $211.5 $188.8
In addition to the amounts shown in the above tables, tax liabilities or (benefits) have been recorded directly to stockholders' equity for the following items:
(In Millions) 2000 1999 - -------------------------------------------------------------------------- Current Tax Benefit for Employee Stock Options and Other Employee Benefit Plans $(45.9) $(30.4) Deferred Tax Effect of Unrealized Security Gains (Losses) 1.2 (.8) Deferred Tax Effect of Minimum Pension Liabilities (1.0) (2.3)
Deferred taxes result from temporary differences between the amounts reported in the consolidated financial statements and the tax bases of assets and liabilities. Deferred tax liabilities and assets have been computed as follows:
December 31 - ------------------------------------------------------------ (In Millions) 2000 1999 - ------------------------------------------------------------ Deferred Tax Liabilities: Lease Financing $347.5 $264.3 Software Development 67.7 57.4 Accumulated Depreciation 19.8 14.2 State Taxes, net 14.8 20.5 Other Liabilities 10.8 10.6 - ------------------------------------------------------------ Gross Deferred Tax Liabilities 460.6 367.0 - ------------------------------------------------------------ Deferred Tax Assets: Reserve for Credit Losses 57.0 52.8 Compensation and Benefits 31.9 26.0 Other Assets 21.6 17.3 - ------------------------------------------------------------ Gross Deferred Tax Assets 110.5 96.1 Valuation Reserve -- -- - ------------------------------------------------------------ Deferred Tax Assets, net of Valuation Reserve 110.5 96.1 - ------------------------------------------------------------ Net Deferred Tax Liabilities $350.1 $270.9
At December 31, 2000, Northern Trust had a federal net operating loss carryforward of $2.7 million resulting from the acquisition of businesses that had existing net operating loss carryforwards. These carryforwards are available to reduce future tax return liabilities. In addition, Northern Trust had state net operating loss and tax credit carryforwards of $354.3 million and $1.2 million, respectively. The carryforwards are subject to various limitations imposed by tax law. - -- -- - -- -- 62 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- 13. Net Income Per Common Share Computations--The computation of net income per common share is presented below.
($ In Millions Except Per Share Information) 2000 1999 1998 - ------------------------------------------------------------------------------ Basic Net Income Per Common Share Net Income $485.1 $405.0 $353.9 Less: Dividends on Preferred Stock (5.7) (4.8) (4.9) - ------------------------------------------------------------------------------ Net Income Applicable to Common Stock $479.4 $400.2 $349.0 Average Number of Common Shares Outstanding 220,961,477 221,673,316 221,366,976 Basic Net Income Per Common Share $ 2.17 $ 1.81 $ 1.58 - ------------------------------------------------------------------------------ Diluted Net Income Per Common Share Net Income Applicable to Common Stock $479.4 $400.2 $349.0 Average Number of Common Shares Outstanding 220,961,477 221,673,316 221,366,976 Plus: Dilutive Potential Common Shares Stock Options 7,181,145 6,021,348 6,464,554 Performance Shares 1,677,531 1,457,993 1,229,968 Other 793,158 721,371 672,618 - ------------------------------------------------------------------------------ Average Common and Potential Common Shares 230,613,311 229,874,028 229,734,116 - ------------------------------------------------------------------------------ Diluted Net Income Per Common Share $ 2.08 $ 1.74 $ 1.52
Note: Per share data and average number of shares of common stock outstanding have been restated to give effect to the two-for-one common stock split effected by means of a 100% stock distribution on December 9, 1999. 14. Restrictions on Subsidiary Dividends and Loans or Advances--Provisions of state and federal banking laws restrict the amount of dividends that can be paid to the Corporation by its banking subsidiaries. Under applicable state and federal laws, no dividends may be paid in an amount greater than the net profits then on hand, subject to other applicable provisions of law. In addition, prior approval from the relevant federal banking regulator is required if dividends declared by any of the Corporation's banking subsidiaries in any calendar year will exceed its net profits (as defined) for that year, combined with its retained net profits for the preceding two years. Based on these regulations, the Corporation's banking subsidiaries, without regulatory approval, could declare dividends during 2001 equal to their 2001 eligible net profits (as defined) plus $486.6 million. The ability of each banking subsidiary to pay dividends to the Corporation may be further restricted as a result of regulatory policies and guidelines relating to dividend payments and capital adequacy. State and federal laws limit the transfer of funds by a banking subsidiary to the Corporation and certain of its affiliates in the form of loans or extensions of credit, investments or purchases of assets. Transfers of this kind to the Corporation or a nonbanking subsidiary by a banking subsidiary are each limited to 10% of the banking subsidiary's capital and surplus with respect to each affiliate and to 20% in the aggregate, and are also subject to certain collateral requirements. These transactions, as well as other transactions between a banking subsidiary and the Corporation or its affiliates, must also be on terms substantially the same as, or at least as favorable as, those prevailing at the time for comparable transactions with non-affiliated companies or, in the absence of comparable transactions, on terms, or under circumstances, including credit standards, that would be offered to, or would apply to, non-affiliated companies. 15. Other Operating Income--Nonrecurring gains in 2000 totaled $4.5 million resulting from the sale of assets. In 1999 and 1998, nonrecurring gains totaled $4.0 million and $3.8 million, respectively. - -- -- - -- -- Northern Trust Corporation 63 Notes to Consolidated Financial Statements ---------------------------------- 16. Net Interest Income--The components of net interest income were as follows:
(In Millions) 2000 1999 1998 - ------------------------------------------------------------------------------ Interest Income Loans and Leases $1,154.6 $ 938.6 $ 884.4 Securities-Taxable 580.6 379.4 383.1 -Non-Taxable 26.1 26.3 24.9 Time Deposits with Banks 206.0 164.3 155.0 Federal Funds Sold and Securities Purchased under Agreements to Resell and Other 43.8 60.0 55.7 - ------------------------------------------------------------------------------ Total Interest Income 2,011.1 1,568.6 1,503.1 - ------------------------------------------------------------------------------ Interest Expense Deposits 830.3 591.9 580.4 Federal Funds Purchased 167.8 161.0 139.8 Securities Sold under Agreements to Repurchase 91.8 95.8 80.2 Commercial Paper 8.8 7.3 8.0 Other Borrowings 245.2 109.2 132.3 Senior Notes 34.4 30.6 36.5 Long-Term Debt 44.8 37.9 31.8 Debt-Floating Rate Capital Securities 19.4 16.1 16.9 - ------------------------------------------------------------------------------ Total Interest Expense 1,442.5 1,049.8 1,025.9 - ------------------------------------------------------------------------------ Net Interest Income $ 568.6 $ 518.8 $ 477.2
17. Other Operating Expenses--The components of other operating expenses were as follows:
(In Millions) 2000 1999 1998 - ----------------------------------------------------------------- Business Promotion $ 54.6 $ 42.2 $ 36.4 Outside Services Purchased 136.4 118.8 86.1 Telecommunications 17.9 17.8 15.4 Postage and Supplies 28.8 26.8 23.3 Software Amortization 61.3 48.1 40.0 Goodwill and Other Intangibles Amortization 15.6 14.2 14.1 Other Expense 78.1 38.1 42.3 - ----------------------------------------------------------------- Total Other Operating Expenses $392.7 $306.0 $257.6
Software, goodwill and other intangible assets are included in other assets in the consolidated balance sheet. Software totaled $267.5 million at December 31, 2000 and $219.0 million at December 31, 1999. Goodwill totaled $98.0 million at December 31, 2000 and $89.1 million at December 31, 1999. Other intangibles totaled $41.8 million at December 31, 2000 and $39.1 million at December 31, 1999. 18. Employee Benefits--Pension. A noncontributory qualified pension plan covers substantially all employees. Assets held by the plan consist primarily of listed stocks and corporate bonds. Northern Trust also maintains a noncontributory nonqualified pension plan for participants whose retirement benefit payments under the qualified plan are expected to exceed the limits imposed by federal tax law. Northern Trust has a nonqualified trust, referred to as a "Rabbi" Trust, to fund benefits in excess of those permitted in certain of its qualified plans. The primary purpose of the trust is to fund nonqualified retirement benefits. This arrangement offers participants a degree of assurance for payment of benefits in excess of those permitted in the related qualified plans. The assets remain subject to the claims of creditors and are not the property of the employees. Therefore, they are accounted for as corporate assets and are included in other assets in the consolidated balance sheet. - -- -- - -- -- 64 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- The following tables set forth the status and the net periodic pension cost of the domestic qualified and nonqualified pension benefit plans for 2000 and 1999. Prior service costs and unrecognized net assets established at January 1, 1986 are being amortized on a straight-line basis over 13.2 years. Plan Status - --------------------------------------------------------------------------------
Qualified Nonqualified Plan Plan - ------------------------------------------------------------------------------- September 30 - ------------------------------------------------------------------------------- ($ In Millions) 2000 1999 2000 1999 - ------------------------------------------------------------------------------- Accumulated Benefit Obligation $183.6 $161.9 $ 38.0 $ 30.4 - ------------------------------------------------------------------------------- Projected Benefit 216.7 200.4 48.8 40.7 Plan Assets at Fair Value 372.0 305.3 -- -- - ------------------------------------------------------------------------------- Plan Assets In Excess of (Less Than) Projected Benefit Obligations 155.3 104.9 (48.8) (40.7) Unrecognized Net Liability .3 .4 -- -- Unrecognized Net Loss (Gain) (88.4) (40.3) 35.5 32.6 Unrecognized Prior Service Benefit (1.5) (1.7) (3.3) (3.7) Valuation Adjustment (.1) (.2) -- -- - ------------------------------------------------------------------------------- Prepaid (Accrued) Pension Cost at September 30 65.6 63.1 (16.6) (11.8) Net Funding October to December 13.8 6.6 .8 (1.2) Additional Minimum Liability at December 31 -- -- (19.8) (17.2) - ------------------------------------------------------------------------------- Prepaid (Accrued) Pension Cost at December 31 $ 79.4 $ 69.7 $(35.6) $(30.2) - ------------------------------------------------------------------------------- Assumptions: Discount Rates 8.00% 7.75% 6.00% 6.00% Rate of Increase in Compensation Level 5.40 5.40 5.40 5.40 Expected Long-Term Rate of Return on Assets 9.00 9.00 N/A N/A Net Periodic Pension Cost - ------------------------------------------------------------------------------- Qualified Nonqualified Plan Plan - ------------------------------------------------------------------------------- (In Millions) 2000 1999 2000 1999 - ------------------------------------------------------------------------------- Service Cost $ 12.8 $ 13.2 $ 1.7 $ 1.7 Interest Cost 15.9 16.4 2.5 1.9 Expected Return on Plan Assets (24.0) (22.6) N/A N/A Amortization: Net Loss -- 1.8 2.5 1.5 Transition Asset -- (1.4) -- -- Prior Service Cost (Benefit) (.2) (.5) (.3) .3 - ------------------------------------------------------------------------------- Net Periodic Pension Cost $ 4.5 $ 6.9 $ 6.4 $ 5.4
Change in Benefit Obligation - --------------------------------------------------------------------------------
Qualified Nonqualified Plan Plan - ------------------------------------------------------ (In Millions) 2000 1999 2000 1999 - ------------------------------------------------------ Beginning Balance $200.4 $231.2 $ 40.7 $ 30.4 Service Cost 12.8 13.2 1.7 1.7 Interest Cost 15.9 16.4 2.5 1.9 Actuarial (Gain) Loss 8.2 (33.2) 9.0 15.2 Benefits Paid (20.6) (31.6) (5.1) (3.5) Plan Change -- 4.4 -- (5.0) - ------------------------------------------------------ Ending Balance $216.7 $200.4 $ 48.8 $ 40.7
Change in Qualified Plan Assets - --------------------------------------------------------------------------------
(In Millions) 2000 1999 - --------------------------------------------------------- Fair Value of Assets at Beginning of Plan Year $305.3 $284.0 Actual Return on Assets 79.0 52.9 Employer Contribution 8.3 -- Benefits Paid (20.6) (31.6) - --------------------------------------------------------- Fair Value of Assets at End of Plan Year $372.0 $305.3
Pension expense for 1998 was $6.7 million and $4.3 million for the qualified and nonqualified plans, respectively. Total assets in the "Rabbi" Trust related to the nonqualified pension plan at December 31, 2000 and 1999 amounted to $23.3 million and $19.8 million, respectively. A defined benefit and a defined contribution plan is maintained for the London Branch employees. At December 31, 2000, the fair value of assets and the projected benefit obligation of the defined benefit Plan totaled approximately $16.9 million and $16.5 million, respectively. At December 31, 1999, the fair value of assets and the projected benefit obligation were $14.6 million and $13.2 million, respectively. Pension expense for 2000 and 1999 was $2.2 million and $2.1 million, respectively. Thrift Incentive Plan. The Corporation and its subsidiaries have a defined contribution Thrift Incentive Plan covering substantially all employees. The corporate contribution is contingent upon the level of employee contribution and meeting a predefined earnings target for the year. The maximum corporate contribution equals 4% of an employee's salary. The estimated contribution to this plan is charged to employee benefits and totaled $13.2 million in 2000, $10.7 million in 1999 and $10.4 million in 1998. - -- -- - -- -- 65 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Employee Stock Ownership Plan (ESOP). A leveraged ESOP in which substantially all employees of Northern Trust are eligible to participate was established in 1989. Of the original 18 million shares in the ESOP Trust, 17.1 million shares have been allocated as of December 31, 2000. The remaining ESOP shares will be allocated December 31, 2001. The Corporation has committed to make an additional contribution of $5.4 million in cash or shares of common stock in each of the years 2002 and 2003. Dividends paid on unallocated shares held in the ESOP Trust are used for debt service on the ESOP notes. Although the original debt used to purchase the ESOP shares has been repaid, a loan provided by the Corporation in 1996 to refinance a portion of the original debt will continue to be repaid through 2001. Compensation expense is accounted for based primarily on the amount of cash paid by Northern Trust to the ESOP for principal payments on the ESOP notes. The ESOP shares not yet allocated to individual accounts are treated as deferred compensation and accounted for as a reduction of stockholders' equity. The following table presents information related to the ESOP.
(In Millions) 2000 1999 - -------------------------------------------------------------------------- Total ESOP Compensation Expense $5.9 $4.3 Dividends and Interest on Unallocated ESOP Shares Used for Debt Service 1.2 1.5
Other Postretirement Benefits. Northern Trust maintains an unfunded postretirement health care plan. Employees retiring under the provisions of The Northern Trust Pension Plan who have attained 15 years of service are eligible for postretirement health care coverage. These benefits are provided either through an indemnity plan, subject to deductibles, co-payment provisions and other limitations, or through health maintenance organizations. The provisions may be changed at the discretion of Northern Trust, which also reserves the right to terminate these benefits at any time. The following tables set forth the plan status at December 31 and the net periodic postretirement benefit cost of the domestic postretirement health care plan for 2000 and 1999. The transition obligation at January 1, 1993 is being amortized to expense over a twenty-year period. Plan Status - --------------------------------------------------------------------------------
(In Millions) 2000 1999 - ------------------------------------------------------- Accumulated Postretirement Benefit Obligation (APBO) Measured at September 30: Retirees and Dependents $15.5 $16.1 Actives Eligible for Benefits 3.6 3.4 Actives Not Yet Eligible 10.9 9.9 - ------------------------------------------------------- Total APBO 30.0 29.4 Unamortized Transition Obligation (7.0) (7.5) Unrecognized Net Gain (Loss) .3 (.7) Prior Service Cost (.3) (.4) - ------------------------------------------------------- Net Postretirement Benefit Liability $23.0 $20.8 Net Periodic Postretirement Benefit Cost - ------------------------------------------------------- (In Millions) 2000 1999 - ------------------------------------------------------- Service Cost $ .9 $ 1.0 Interest Cost 2.3 2.1 Amortization--Transition Obligation .6 .6 - ------------------------------------------------------- Net Periodic Postretirement Benefit Cost $ 3.8 $ 3.7 Change in Postretirement Benefit Obligation - ------------------------------------------------------- (In Millions) 2000 1999 - ------------------------------------------------------- Beginning Balance $29.4 $31.5 Service Cost .9 1.0 Interest Cost 2.3 2.1 Actuarial Gain (.6) (3.7) Benefits Paid (2.0) (1.9) Plan Change -- .4 - ------------------------------------------------------- Ending Balance $30.0 $29.4
Postretirement health care expense for 1998 was $3.6 million. The weighted average discount rate used in determining the accumulated postretirement benefit obligation was 8.0% at December 31, 2000 and 7.75% at December 31, 1999. For measurement purposes, a 6.9% annual increase in the cost of covered health care benefits was assumed for 2001. This rate is assumed to decrease gradually to 5.5% in 2003 and remain at that level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing or decreasing the assumed health care trend rate by one percentage point in each year would have the following effect.
1--Percentage 1--Percentage (In Millions) Point Increase Point Decrease - --------------------------------------------------------------------------- ~~Effect on Total Service and Interest Cost Components $ .1 $ (.1) Effect on Postretirement Benefit Obligation 1.0 (1.0)~~
- -- -- - -- -- 66 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- 19. Contingent Liabilities--Because of the nature of its activities, Northern Trust is subject to pending and threatened legal actions that arise in the normal course of business. In the judgment of management, after consultation with legal counsel, none of the litigation to which the Corporation or any of its subsidiaries is a party will have a material effect, either individually or in the aggregate, on the consolidated financial position or results of operations. 20. Off-Balance Sheet Financial Instruments--Commitments and Letters of Credit. Northern Trust, in the normal course of business, enters into various types of commitments and issues letters of credit to meet the liquidity and credit enhancement needs of its clients. Credit risk is the principal risk associated with these instruments. The contractual amounts of these instruments represent the credit risk should the instrument be fully drawn upon and the client default. To control the credit risk associated with entering into commitments and issuing letters of credit, Northern Trust subjects such activities to the same credit quality and monitoring controls as its lending activities. Commitments and letters of credit consist of the following: Legally Binding Commitments to Extend Credit generally have fixed expiration dates or other termination clauses. Since a significant portion of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future loans or liquidity requirements. Participations in Bankers Acceptances obligate Northern Trust, in the event of default by the counterparty, to reimburse the holder of the acceptance an amount equal to its participation in the acceptance. Commercial Letters of Credit are instruments issued by Northern Trust on behalf of its clients that authorize a third party (the beneficiary) to draw drafts up to a stipulated amount under the specified terms and conditions of the agreement. Commercial letters of credit are issued primarily to facilitate international trade. Standby Letters of Credit obligate Northern Trust to meet certain financial obligations of its clients, if, under the contractual terms of the agreement, the clients are unable to do so. These instruments are primarily issued to support public and private financial commitments, including commercial paper, bond financing, initial margin requirements on futures exchanges and similar transactions. The following table shows the contractual amounts of commitments and letters of credit. Commitments and Letters of Credit - --------------------------------------------------------------------------------
December 31 - ------------------------------------------------------------------ (In Millions) 2000 1999 - ------------------------------------------------------------------ Legally Binding Commitments to Extend Credit* $15,513.0 $15,704.1 Commercial Letters of Credit 103.3 143.9 Standby Letters of Credit: Corporate 563.2 424.9 Industrial Revenue 1,034.8 1,000.2 Other 424.5 531.9 - ------------------------------------------------------------------ Total Standby Letters of Credit** $ 2,022.5 $ 1,957.0
*These amounts exclude $433.0 million and $407.9 million of commitments participated to others at December 31, 2000 and 1999, respectively. **These amounts include $195.9 million and $173.7 million of standby letters of credit secured by cash deposits or participated to others as of December 31, 2000 and 1999, respectively. The weighted average maturity of standby letters of credit was 20 months at December 31, 2000 and 22 months at December 31, 1999. Risk Management Instruments. These instruments include foreign exchange contracts, foreign currency and interest rate futures contracts, and various interest risk management instruments. Northern Trust is a party to various risk management instruments that are used in the normal course of business to meet the risk management needs of its clients; as part of its trading activity for its own account; and as part of its asset/liability management activities. The major risk associated with these instruments is that interest or foreign exchange rates could change in an unanticipated manner, resulting in higher interest costs or a loss in the underlying value of the instrument. These risks are mitigated by establishing limits for risk management positions, monitoring the level of actual positions taken against such established limits, monitoring the level of any interest rate sensitivity gaps created by such positions, and by using hedging techniques. When establishing position limits, market liquidity and volatility, as well as experience in each market, are all taken into account. The estimated credit risk associated with these instruments relates to the failure of the counterparty to pay based on the contractual terms of the agreement, and is generally limited to the gross unrealized market value gains on these instruments. The amount of credit risk will increase or decrease during the lives of the instruments as interest or foreign exchange rates fluctuate. This risk is controlled by limiting such activity to an approved list of counterparties and by subjecting such activity to the same credit and quality controls as are followed in lending and investment activities. - -- -- - -- -- 67 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Risk management instruments include: Foreign Exchange Contracts are agreements to exchange specific amounts of currencies at a future date, at a specified rate of exchange. Foreign exchange contracts are entered into primarily to meet the foreign exchange risk management needs of clients. Foreign exchange contracts are also used for trading purposes and asset/liability management. Foreign Currency and Interest Rate Futures Contracts are agreements for delayed delivery of foreign currency, securities or money market instruments in which the buyer agrees to take delivery at a specified future date of a specified currency, security, or instrument, at a specified price or yield. All of Northern Trust's futures contracts are traded on organized exchanges that require the daily settlement of changes in the value of the contracts. Futures contracts are utilized in trading activities and asset/liability management to limit Northern Trust's exposure to unfavorable fluctuations in foreign exchange rates or interest rates. Interest Rate Protection Contracts are agreements that enable clients to transfer, modify or reduce their interest rate risk. As a seller of interest rate protection, Northern Trust receives a fee at the outset of the agreement and then assumes the risk of an unfavorable change in interest rates. Northern Trust also purchases interest rate protection contracts for asset/liability management. Interest Rate Swap Contracts involve the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. Forward Sale Contracts represent commitments to sell a specified amount of securities at an agreed upon date and price. Northern Trust utilizes forward sale contracts principally in connection with its sale of mortgage loans. Exchange-Traded Option Contracts grant the buyer the right, but not the obligation, to purchase or sell at a specified price, a stated number of units of an underlying financial instrument, at a future date. The following table shows the contractual/notional amounts of risk management instruments. The notional amounts of risk management instruments do not represent credit risk, and are not recorded in the consolidated balance sheet. They are used merely to express the volume of this activity. Risk Management Instruments - --------------------------------------------------------------------------------
Contractual/ Notional Amounts December 31 - ---------------------------------------------------------- (In Millions) 2000 1999 - ---------------------------------------------------------- Asset/Liability Management: Foreign Exchange Contracts $ 245.0 $ 130.3 Interest Rate Protection Contracts -Purchased -- 130.0 Interest Rate Swap Contracts 43.6 2,043.6 Forward Sale Contracts 4.0 14.9 Client-Related and Trading: Foreign Exchange Contracts 17,777.8 14,922.4 Interest Rate Futures Contracts Sold -- 1.0 Interest Rate Protection Contracts -Purchased 49.5 7.8 -Sold 4.5 10.8 Interest Rate Swap Contracts 44.0 20.0
Risk Management Instruments Used for Asset/ Liability Management. Northern Trust adopted SFAS No. 133 and its related amendments on January 1, 2001. In reviewing the accounting requirements of these statements, Northern Trust concluded that certain hedge strategies previously used to manage fixed interest rate risk would not qualify for special hedge accounting treatment. Management implemented alternative strategies for managing interest rate risk that included the termination and run-off of certain interest rate swap contracts used to hedge fixed rate loans and increased utilization of longer- term fixed rate liabilities. The cumulative effect of adopting these statements increased earnings by less than $10 thousand and reduced other comprehensive income by $.2 million. Deferred gains and losses related to interest risk management instruments used for various asset/liability management purposes and included in the consolidated balance sheet at year-end 2000 totaled $19.6 million and $5.8 million, respectively. Deferred gains and losses at year-end 1999 totaled $11.6 million and $8.2 million, respectively. Forward foreign exchange contracts and foreign currency futures contracts were used to reduce exposure to fluctuations in the dollar value of capital investments in foreign subsidiaries and from foreign currency assets and obligations. The notional amounts of these contracts at year-end 2000 were $245.0 million of forward foreign exchange contracts. - -- -- - -- -- 68 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Client and Trading-Related Interest Risk Management Instruments. Net revenue associated with client and trading-related interest risk management activities totaled $.7 million, $.2 million, and $.2 million during 2000, 1999, and 1998, respectively. The majority of these revenues are related to interest rate swaps, futures contracts, and interest rate protection agreements, and are reported as trading income in the consolidated statement of income. Other Off-Balance Sheet Financial Instruments. As part of securities custody activities and at the direction of trust clients, Northern Trust lends securities owned by clients to borrowers who are reviewed by the Credit Policy Credit Approval Committee. In connection with these activities, Northern Trust has issued certain indemnifications against loss resulting from the bankruptcy of the borrower of securities. The borrowing party is required to fully collateralize securities received with cash, marketable securities, or irrevocable standby letters of credit. As securities are loaned, collateral is maintained at a minimum of 100 percent of the fair value of the securities plus accrued interest, with revaluation of the collateral on a daily basis. The amount of securities loaned as of December 31, 2000 and 1999 subject to indemnification was $49.5 billion and $35.9 billion, respectively. Because of the requirement to fully collateralize securities borrowed, management believes that the exposure to credit loss from this activity is remote. The Bank is a participating member of various cash and securities clearing organizations such as The Depository Trust Company in New York. It participates in these organizations on behalf of its clients and on behalf of itself as a result of its own investment and trading activities. A wide variety of cash and securities transactions are settled through these organizations, including those involving obligations of states and political subdivisions, asset-backed securities, commercial paper, dollar placements and securities issued by the Government National Mortgage Association. As a result of its participation in cash and securities clearing organizations, the Bank could be responsible for a pro rata share of certain credit-related losses arising out of the clearing activities. The method in which such losses would be shared by the clearing members is stipulated in each clearing organization's membership agreement. Credit exposure related to these agreements varies from day to day, primarily as a result of fluctuations in the volume of transactions cleared through the organizations. The estimated credit exposure at December 31, 2000 and 1999 was $73 million and $71 million, respectively, based on the clearing volume for those days. Controls related to these clearing transactions are closely monitored to protect the assets of Northern Trust. 21. Fair Value of Financial Instruments--SFAS No. 107, "Disclosures About Fair Value of Financial Instruments," requires disclosure of the estimated fair value of certain financial instruments. Considerable judgment is required to interpret market data when computing estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts Northern Trust could have realized in a market exchange. The information provided below should not be interpreted as an estimate of the fair value of Northern Trust since the disclosures, in accordance with SFAS No. 107, exclude the values of nonfinancial assets and liabilities, as well as a wide range of franchise, relationship, and intangible values, which are integral to a full assessment of the consolidated financial position. The use of different assumptions and/or estimation methods may have a material effect on the computation of estimated fair values. Therefore, comparisons between Northern Trust's disclosures and those of other financial institutions may not be meaningful. The following methods and assumptions were used in estimating the fair values of the financial instruments: Securities. Fair values of securities were based on quoted market values, when available. If quoted market values were not available, fair values were based on quoted market values for comparable instruments. Loans (not including lease financing receivables). The fair values of one-to- four family residential mortgages were based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The fair values of the remainder of the loan portfolio were estimated using a discounted cash flow method in which the discount rate used was the rate at which Northern Trust would have originated the loan had it been originated as of the financial statement date, giving effect to current economic conditions on loan collectibility. Savings Certificates, Other Time, Foreign Offices Time Deposits and Other Borrowings. The fair values of these instruments were estimated using a discounted cash flow method that incorporated market interest rates. - -- -- - -- -- 69 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Senior Notes, Long-Term Debt, and Floating Rate Capital Securities. Fair values were based on quoted market prices, when available. If quoted market prices were not available, fair values were based on quoted market prices for comparable instruments. Off-Balance Sheet Financial Instruments. The fair values of commitments and letters of credit represent the amount of unamortized fees on these instruments. The fair values of all other off-balance sheet financial instruments were estimated using market prices, pricing models, or quoted market prices of financial instruments with similar characteristics. Financial Instruments Valued at Carrying Value. Due to their short maturity, the respective carrying values of certain on-balance sheet financial instruments approximated their fair values. These financial instruments include cash and due from banks; money market assets; customers' acceptance liability; trust security settlement receivables; federal funds purchased; securities sold under agreements to repurchase; commercial paper; certain other borrowings; and liability on acceptances. The fair values required to be disclosed for demand, savings, and money market deposits pursuant to SFAS No. 107 must equal the amounts disclosed in the consolidated balance sheet, even though such deposits are typically priced at a premium in banking industry consolidations. Fair Values of On-Balance Sheet Financial Instruments. The following table summarizes the fair values of on-balance sheet financial instruments.
December 31 - ------------------------------------------------------------------------------ 2000 1999 - ------------------------------------------------------------------------------ Book Fair Book Fair (In Millions) Value Value Value Value - ------------------------------------------------------------------------------ Assets Cash and Due from Banks $ 2,287.8 $ 2,287.8 $ 1,977.9 $ 1,977.9 Money Market Assets 5,864.9 5,864.9 3,439.2 3,439.2 Securities: Available for Sale 6,477.8 6,477.8 5,480.0 5,480.0 Held to Maturity 778.4 782.1 752.7 740.4 Trading Account 13.4 13.4 11.0 11.0 Loans (excluding leases), Net of Credit Loss Reserve: Held to Maturity 16,941.7 17,022.1 14,517.3 14,302.1 Held for Sale 5.6 5.7 14.8 14.8 Acceptance Liability 9.3 9.3 34.7 34.7 Trust Security Settlement Receivables 615.2 615.2 323.1 323.1 Liabilities Deposits: Demand, Savings and Money Market 10,896.9 10,896.9 10,244.5 10,244.5 Savings Certificates, Other Time and Foreign Offices Time 11,931.0 11,933.5 11,126.5 11,097.4 Federal Funds Purchased 3,615.0 3,615.0 370.2 370.2 Repurchase Agreements 1,577.1 1,577.1 997.8 997.8 Commercial Paper 142.4 142.4 145.1 145.1 Other Borrowings 2,629.5 2,647.3 1,155.3 1,155.3 Senior Notes 500.0 512.6 500.0 493.0 Long-Term Debt 638.1 655.9 659.4 631.5 Debt-Floating Rate Capital Securities 267.6 248.6 267.5 254.5 Liability on Acceptances 9.3 9.3 34.7 34.7
- -- -- - -- -- 70 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Fair Values of Off-Balance Sheet Financial Instruments. The following tables summarize the fair values of off-balance sheet financial instruments.
December 31 - ----------------------------------------------------------- 2000 1999 - ----------------------------------------------------------- Book Fair Book Fair (In Millions) Value Value Value Value - ----------------------------------------------------------- Commitments and Letters of Credit: Loan Commitments $ .1 $ .1 $ -- $ -- Letters of Credit .7 .7 1.8 1.8 Asset/Liability Management: Foreign Exchange Contracts Assets 12.5 12.5 .6 .6 Liabilities 3.2 3.2 1.5 1.5 Interest Rate Swap Contracts Assets -- -- 8.2 17.6 Liabilities .1 .7 1.2 3.2 Other Financial Instruments Assets -- -- .3 .1 Liabilities -- -- -- --

Fair Value - ------------------------------------------- (In Millions) 2000 1999 - ------------------------------------------- Client-Related and Trading:* Foreign Exchange Contracts Assets $462.7 $188.6 Liabilities 454.7 181.0 Interest Rate Swap Contracts Assets .3 -- Liabilities .3 --
*Assets and liabilities associated with foreign exchange contracts averaged $293.1 million and $287.6 million, respectively, during 2000. Assets and liabilities associated with other client-related and trading account instruments averaged $.2 million and $.1 million, respectively, during 2000. 22. Concentrations of Credit Risk--The information in the section titled Loans and Other Extensions of Credit found on pages 39 through 41 is incorporated by reference. 23. Pledged and Restricted Assets--Certain of Northern Trust's subsidiaries, as required or permitted by law, pledge assets to secure public and trust deposits, repurchase agreements and for other purposes. On December 31, 2000, securities and loans totaling $10.5 billion ($4.6 billion of U.S. Government and agency securities, $426 million of obligations of states and political subdivisions and $5.5 billion of loans and other securities), were pledged. Collateral required for these purposes totaled $4.6 billion. Northern Trust is permitted to repledge collateral accepted from reverse repurchase agreement transactions. The total fair value of accepted collateral as of December 31, 2000 and 1999 was $296.4 million and $443.4 million, respectively. The fair value of repledged collateral as of December 31, 2000 and 1999 was $125.6 million and $285.9 million, respectively. Repledged collateral was used in other repurchase agreement transactions. Deposits maintained at the Federal Reserve Bank to meet reserve requirements averaged $317.6 million in 2000 and $315.1 million in 1999. 24. Stock-Based Compensation Plans--Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," establishes financial accounting and reporting standards for stock-based compensation plans. SFAS No. 123 allows two alternative accounting methods: (1) a fair-value-based method, or (2) an intrinsic-value-based method which is prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations. Northern Trust has elected to account for its stock-based incentive plans and awards under APB 25, and has adopted the disclosure requirements of SFAS No. 123. A description of Northern Trust's stock-based compensation is presented below. Amended Incentive Stock Plan--Amended 1992 Incentive Stock Plan (Plans). The Amended Incentive Stock Plan was superseded by the Amended 1992 Incentive Stock Plan and terminated on December 31, 1994. Outstanding grants and awards under the Amended Incentive Stock Plan will remain in effect in accordance with their terms, but no further grants or awards will be made. The Amended 1992 Incentive Stock Plan (Plan) was adopted in 1992 and has been amended on several occasions. The Plan is administered by the Compensation and Benefits Committee (Committee) of the Board of Directors. Directors and key officers of the Corporation or its subsidiaries are eligible to receive awards under the Plan. Awards under the Plan may be granted in any one or a combination of (a) incentive stock options and nonqualified stock options, (b) stock appreciation rights, (c) stock awards, (d) performance shares, and (e) stock units or equivalents. The total number of shares of the Corporation's common stock authorized for distribution under the Plan is 32,000,000. As of December 31, 2000, shares available for future grants under the Plan totaled 4,224,493. - -- -- - -- -- 71 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Stock Options. Stock addition, the Plan options consist of options provides that all options to purchase common stock may become exercisable at purchase prices not upon a change of control less than 100% of the fair as defined in the Plan. market value thereof on All options terminate at the date the option is such time as determined by granted. Options have a the Committee and as maximum ten year life and provided in the terms and will vest and become conditions of the exercisable in six months respective option grants. to three years after the date of grant. In A summary of the status of stock options under the Plans at December 31, 2000, 1999 and 1998 and changes during the years then ended is presented in the table below.
2000 1999 1998 - --------------------------------------------------------------------------------------------------- Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price - --------------------------------------------------------------------------------------------------- Options Outstanding, January 1 15,992,322 $24.96 15,148,424 $17.83 14,888,804 $13.36 Granted ($64.81 to $83.47 per share in 2000) 3,113,450 70.53 3,441,700 45.19 2,672,300 34.72 Exercised ($4.21 to $35.78 per share in 2000) (2,364,071) 13.15 (2,518,802) 9.83 (2,341,680) 8.59 Cancelled (40,500) 49.93 (79,000) 33.95 (71,000) 21.76 - --------------------------------------------------------------------------------------------------- Options Outstanding December 31 ($7.75 to $83.47 per share) 16,701,201 $35.06 15,992,322 $24.96 15,148,424 $17.83 - --------------------------------------------------------------------------------------------------- Options Exercisable, December 31 10,201,385 $20.91 9,963,322 $15.46 10,205,124 $11.12 The following is a summary of outstanding and exercisable options under the Plans at December 31, 2000. Options Outstanding - --------------------------------------------------------------------------------------------------- Weighted Average Weighted Remaining Average Number Contractual Exercise Outstanding Exercisable Life Price - --------------------------------------------------------------------------------------------------- $7.75 to $16.75 per share 5,739,733 5,739,733 4.0 years $12.34 $28.31 to $37.79 per share 4,417,318 4,417,318 7.2 years 31.82 $40.09 to $83.47 per share 6,544,150 44,334 8.8 years 57.18
- -- -- - -- -- 72 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Stock and Stock Unit Awards. Under the Plan, stock or stock unit awards can be granted by the Committee to participants which entitle them to receive a payment in cash or Northern Trust Corporation common stock under the terms of the Plan and such other terms and conditions as the Committee deems appropriate. Total expense applicable to stock and stock unit awards was $8.0 million in 2000, $4.0 million in 1999 and $2.1 million in 1998. In 2000, 1999 and 1998, 374,500 shares and stock units, 378,000 stock units and 130,000 shares, respectively, were granted with a weighted average grant-date fair value of $69.02, $45.16 and $36.61, respectively. As of December 31, 2000, restricted stock awards and stock units outstanding totaled 1,195,610 shares. These shares vest, subject to continuing employment, over a period of one to nine years. Performance Shares. Under the performance share provisions of the Plans, participants are entitled to have each award credited to an account maintained for them if established performance goals are achieved with distribution after vesting. The value of shares earned but not yet distributed under the Plan is credited to performance share accounts and is shown in stockholders' equity as Common Stock Issuable-Stock Incentive Plans. Total salary expense for performance shares was $32.6 million in 2000, $23.4 million in 1999 and $23.6 million in 1998. In 1998, 639,000 shares were granted with a weighted average grant-date fair value of $36.00. As of December 31, 2000, 1,687,410 shares of stock had been credited to performance share accounts subject to meeting vesting conditions and 571,056 share grants are outstanding, subject to meeting established performance goals and vesting conditions. Director Stock Plan. Each non-employee director of the Corporation received a grant of 1,000 shares of common stock on the date of each annual meeting of stockholders in the years 1997, 1998 and 1999 under the Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors. Directors may elect to defer the payment of their annual stock grant or cash-based compensation until termination of services as director. Amounts deferred are converted into stock units representing shares of common stock of the Corporation. Distributions of stock grants will be distributed in stock. Distributions of the stock unit account that relates to cash-based compensation will be made in cash based on the fair value of the stock units. In January 2000, each non-employee director received a grant of 2,400 stock units under the Amended 1992 Incentive Stock Plan, with 800 stock units vesting on election or reelection as a director of the Corporation in each of the years 2000, 2001 and 2002. Other Stock-Based Compensation Arrangements. Total salary expense related to restricted shares granted in conjunction with an acquisition was $2.4 million in 2000, $2.1 million in 1999 and $3.2 million in 1998. As of December 31, 2000, restricted stock outstanding totaled 770,700 shares. Pro Forma Information. Pro forma information regarding net income and earnings per share is required by SFAS No. 123, and has been determined as if the Corporation had accounted for its stock-based compensation under SFAS No. 123. For purposes of estimating the fair value of the Corporation's employee stock options at the grant-date, a Black-Scholes option pricing model was used with the following weighted average assumptions for 2000, 1999 and 1998, respectively: risk-free interest rates of 6.41%, 6.60% and 5.68%; dividend yields of .88%, 1.20% and 1.21%; volatility factors of the expected market price of the Corporation's common stock of 30.0%, 26.5% and 24.4%; and a weighted average expected life of the option of 5.4 years, 5.3 years and 7.6 years. The weighted average fair value of options granted in 2000, 1999 and 1998 was $25.92, $15.13 and $12.58, respectively. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' six months to three year vesting period. Under SFAS No. 123, options and awards granted prior to 1995 are not required to be included in the pro forma information. Because the SFAS No. 123 method of accounting has not been applied to options and other stock-based compensation granted prior to January 1, 1995, the resulting pro forma compensation cost may not be representative of that to be expected in future years. - -- -- - -- -- Northern Trust Corporation 73 Notes to Consolidated Financial Statements ---------------------------------- The Corporation's pro forma information follows:
(In Millions Except Per Share Information) 2000 1999 1998 - -------------------------------------------------------------------------- Net Income as Reported $485.1 $405.0 $353.9 Pro Forma Adjustments Increase (Decrease) Due To: Stock Options (47.4) (28.5) (14.7) Performance Shares and Other Arrangements 13.3 9.7 8.2 - -------------------------------------------------------------------------- Pro Forma Net Income $451.0 $386.2 $347.4 - -------------------------------------------------------------------------- Earnings Per Share as Reported: Basic $ 2.17 $ 1.81 $ 1.58 Diluted 2.08 1.74 1.52 Pro Forma Earnings Per Share: Basic $ 2.01 $ 1.72 $ 1.55 Diluted 1.93 1.66 1.49
25. Cash-Based Compensation Plans--Various incentive plans provide for cash incentives and bonuses to selected employees based upon accomplishment of corporate net income objectives, business unit goals and individual performance. The plans provide for acceleration of benefits in certain circumstances including a change in control. The estimated contributions to these plans are charged to salary expense and totaled $139.4 million in 2000, $116.1 million in 1999 and $86.0 million in 1998. 26. Business Segments and Related Information--Information describing the Corporation's major business segments is contained in the section titled Business Segments, found on pages 34 through 37, and is incorporated by reference. The operations of Northern Trust are managed on a business unit basis and include components of both domestic and foreign source income and assets. Foreign source income and assets are not separately identified in its internal management reporting system. However, in order to comply with the financial reporting requirements of the Securities and Exchange Commission, Northern Trust is required to disclose foreign activities based on the domicile of the customer. Due to the complex and integrated nature of its foreign and domestic activities, it is impossible to segregate with precision revenues, expenses and assets between its U.S. and foreign domiciled customers. Therefore, certain subjective estimates and assumptions have been made to allocate revenues, expenses and assets between domestic and international operations as described below. Northern Trust's international activities are centered in the commercial banking, treasury activities, foreign exchange and global custody businesses of the Bank, three overseas branches, one Edge Act subsidiary, foreign subsidiaries located in Canada, Ireland and Hong Kong, NTGA, and Northern Trust of Florida. Net income from international operations includes the direct net income contributions of foreign branches, foreign subsidiaries and the Edge Act subsidiary. The Bank and Northern Trust of Florida international profit contributions reflect direct salary and other expenses of the business units, plus expense allocations for interest, occupancy, overhead and the provision for credit losses. For purposes of this disclosure, all foreign exchange profits have been allocated to international operations. The interest expense is allocated to international operations based on specifically matched or pooled funding. Allocations of indirect noninterest expenses related to international activities are not significant but, when made, are based on various methods such as time, space and number of employees. The table below summarizes international performance based on the domicile of the primary obligor without regard to guarantors or the location of collateral. Distribution of Total Assets and Operating Performance - --------------------------------------------------------------------------------
2000 1999 1998 - -------------------------------------------------------------------------------------------------------------------- Income Income Income Total Operating before Net Total Operating before Net Total Operating before Net (In Millions) Assets Income* Taxes Income Assets Income* Taxes Income Assets Income* Taxes Income - -------------------------------------------------------------------------------------------------------------------- International $ 7,293.9 $ 334.9 $174.5 $108.9 $ 3,244.6 $ 256.9 $126.3 $ 78.8 $ 4,371.8 $ 220.5 $119.5 $ 74.5 Domestic 28,728.4 1,770.7 555.6 376.2 25,463.6 1,497.1 490.2 326.2 23,498.2 1,328.3 423.2 279.4 - -------------------------------------------------------------------------------------------------------------------- Total $36,022.3 $2,105.6 $730.1 $485.1 $28,708.2 $1,754.0 $616.5 $405.0 $27,870.0 $1,548.8 $542.7 $353.9
*Operating Income is comprised of net interest income and noninterest income. - -- -- - -- -- 74 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- 27. Acquisitions--On May 15, 1998, the Corporation completed the acquisition of Trustbank Financial Corp., parent of Trust Bank of Colorado, for $15 million in cash. The transaction was recorded under the purchase method of accounting. Included in the acquisition cost was $10.4 million of goodwill which is being amortized over fifteen years. On May 2, 2000, Northern Trust completed the purchase acquisition of Carl Domino Associates, L.P., a registered investment advisor in West Palm Beach, Florida, for $21 million. Subsequent to acquisition, the company became an operating division of Northern Trust Investments, Inc. known as Northern Trust Value Investors. The transaction was recorded under the purchase method of accounting. Included in the acquisition cost was $15 million of goodwill and $4 million of other intangibles which will be amortized over fifteen and eight years, respectively. On May 15, 2000, Northern Trust completed the purchase acquisition of Ulster Bank Investment Services Limited (UBIS), the IFSC (International Financial Service Centre) licensed custody and fund administration subsidiary of Ulster Bank Group. Subsequent to the acquisition, the company was renamed Northern Trust (Ireland) Limited. The purchase price, which is based in part on a formula related to transitioned business, is expected to approximate $12.7 million and is being paid over a twelve month period. The transaction was recorded under the purchase method of accounting. Included in the acquisition cost will be approximately $4 million of goodwill and $4 million of other intangibles which will be amortized over fifteen and eight years, respectively. 28. Regulatory Capital Requirements--Northern Trust and its subsidiary banks are subject to various regulatory capital requirements administered by the federal bank regulatory authorities. Under these requirements, banks must maintain specific ratios of total and tier 1 capital to risk-weighted assets and of tier 1 capital to average assets in order to be classified as "well capitalized." The regulatory capital requirements impose certain restrictions upon banks that meet minimum capital requirements but are not "well capitalized" and obligate the federal bank regulatory authorities to take "prompt corrective action" with respect to banks that do not maintain such minimum ratios. Such prompt corrective action could have a direct material effect on a bank's financial statements. As of December 31, 2000, each of Northern's subsidiary banks had capital ratios above the level required for classification as a "well capitalized" institution and had not received any regulatory notification of a lower classification. There are no conditions or events since that date that management believes have adversely affected the capital categorization of any subsidiary bank for these purposes. The table below summarizes the risk-based capital amounts and ratios for Northern Trust and for each of its subsidiary banks whose net income for 2000 exceeded 10% of the consolidated total.
Minimum to Qualify as Well Actual Capitalized - ------------------------------------------------------------------------------- ($ In Millions) Amount Ratio Amount Ratio - ------------------------------------------------------------------------------- As of December 31, 2000: Total Capital to Risk-Weighted Assets Consolidated $3,263 12.9% $2,539 10.0% The Northern Trust Company 2,430 11.7 2,076 10.0 Northern Trust Bank of Florida N.A. 304 11.1 275 10.0 Tier 1 Capital to Risk-Weighted Assets Consolidated 2,484 9.8 1,523 6.0 The Northern Trust Company 1,806 8.7 1,245 6.0 Northern Trust Bank of Florida N.A. 287 10.4 165 6.0 Tier 1 Capital (to Fourth Quarter Average Assets) Consolidated 2,484 6.9 1,797 5.0 The Northern Trust Company 1,806 6.0 1,501 5.0 Northern Trust Bank of Florida N.A. 287 7.6 190 5.0 As of December 31, 1999: Total Capital to Risk-Weighted Assets Consolidated $3,033 13.6% $2,231 10.0% The Northern Trust Company 2,312 12.5 1,854 10.0 Northern Trust Bank of Florida N.A. 275 12.1 228 10.0 Tier 1 Capital to Risk-Weighted Assets Consolidated 2,212 9.9 1,339 6.0 The Northern Trust Company 1,650 8.9 1,113 6.0 Northern Trust Bank of Florida N.A. 256 11.2 137 6.0 Tier 1 Capital (to Fourth Quarter Average Assets) Consolidated 2,212 7.1 1,548 5.0 The Northern Trust Company 1,650 6.3 1,302 5.0 Northern Trust Bank of Florida N.A. 256 7.8 164 5.0
- -- -- - -- -- 75 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- 29. Northern Trust Corporation (Corporation only) Condensed financial information is presented below. Investments in wholly-owned subsidiaries are carried on the equity method of accounting. Condensed Balance Sheet - --------------------------------------------------------------------------------
December 31 - ------------------------------------------------------------- (In Millions) 2000 1999 - ------------------------------------------------------------- Assets Cash on Deposit with Subsidiary Bank $ .1 $ .1 Time Deposits with Banks 125.6 139.6 Securities 109.0 109.9 Investments in Wholly-Owned Subsidiaries-Bank 2,360.8 2,146.3 - -Nonbank 151.8 112.4 Loans-Nonbank Subsidiaries 9.7 8.3 - -Other 2.1 3.5 Buildings and Equipment 7.0 7.2 Other Assets 278.3 216.8 - ------------------------------------------------------------- Total Assets $3,044.4 $2,744.1 - ------------------------------------------------------------- Liabilities Commercial Paper $ 142.4 $ 145.1 Long-Term Debt 301.0 301.0 Other Liabilities 138.8 123.3 - ------------------------------------------------------------- Total Liabilities 582.2 569.4 Stockholders' Equity 2,462.2 2,174.7 - ------------------------------------------------------------- Total Liabilities and Stockholders' Equity $3,044.4 $2,744.1
Condensed Statement of Income - --------------------------------------------------------------------------------
For the Year Ended December 31 - ----------------------------------------------------------------------------- (In Millions) 2000 1999 1998 - ----------------------------------------------------------------------------- Operating Income Dividends-Bank Subsidiaries $259.7 $112.0 $113.5 - -Nonbank Subsidiaries 10.7 19.3 21.9 Intercompany Interest and Other Charges 8.3 7.2 11.2 Interest and Other Income 10.5 6.1 5.2 - ----------------------------------------------------------------------------- Total Operating Income 289.2 144.6 151.8 - ----------------------------------------------------------------------------- Operating Expenses Interest Expense 31.1 26.2 30.5 Other Operating Expenses 16.4 13.2 13.6 - ----------------------------------------------------------------------------- Total Operating Expenses 47.5 39.4 44.1 - ----------------------------------------------------------------------------- Income before Income Taxes and Equity in Undistributed Net Income of Subsidiaries 241.7 105.2 107.7 Benefit for Income Taxes 16.9 15.1 13.8 - ----------------------------------------------------------------------------- Income before Equity in Undistributed Net Income of Subsidiaries 258.6 120.3 121.5 Equity in Undistributed Net Income (Loss) of Subsidiaries-Bank 211.0 274.9 232.8 - -Nonbank 15.5 9.8 (.4) - ----------------------------------------------------------------------------- Net Income $485.1 $405.0 $353.9 - ----------------------------------------------------------------------------- Net Income Applicable to Common Stock $479.4 $400.2 $349.0
- -- -- - -- -- 76 Northern Trust Corporation Notes to Consolidated Financial Statements ---------------------------------- Condensed Statement of Cash Flows - --------------------------------------------------------------------------------
For the Year Ended December 31 - ------------------------------------------------------------------------------- (In Millions) 2000 1999 1998 - ------------------------------------------------------------------------------- Operating Activities: Net Income $ 485.1 $ 405.0 $ 353.9 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Equity in Undistributed Net Income of Subsidiaries (226.5) (284.7) (232.4) (Increase) Decrease in Accrued Income .1 (.1) 2.1 (Increase) Decrease in Prepaid Expenses .8 1.7 (.3) Other, net 23.5 65.4 27.6 - ------------------------------------------------------------------------------- Net Cash Provided by Operating Activities 283.0 187.3 150.9 - ------------------------------------------------------------------------------- Investing Activities: Net (Increase) Decrease in Time Deposits with Banks 14.0 (16.1) 155.9 Purchases of Securities (92.6) (134.6) (303.7) Sales of Securities 88.6 166.8 290.9 Proceeds from Maturity and Redemption of Securities 6.5 10.0 2.0 Net (Increase) Decrease in Capital Investments in Subsidiaries (25.9) 8.8 (26.3) Net (Increase) Decrease in Loans to Subsidiaries (1.4) (.7) .7 Net (Increase) Decrease in Other Loans 1.4 (2.2) .1 Other, net (1.3) (.3) (1.9) - ------------------------------------------------------------------------------- Net Cash Provided by (Used in) Investing Activities (10.7) 31.7 117.7 - ------------------------------------------------------------------------------- Financing Activities: Net Increase (Decrease) in Commercial Paper (2.7) (3.0) 1.3 Repayment of Long-Term Debt -- -- (82.5) Repayment of Long-Term Debt Issued to Subsidiaries -- -- (.1) Treasury Stock Purchased (191.5) (139.7) (116.5) Cash Dividends Paid on Common and Preferred Stock (125.8) (111.4) (98.5) Net Proceeds from Stock Options 28.4 24.1 19.5 Other, net 19.3 10.7 8.0 - ------------------------------------------------------------------------------- Net Cash Used in Financing Activities (272.3) (219.3) (268.8) - ------------------------------------------------------------------------------- Net Change in Cash on Deposit with Subsidiary Bank -- (.3) (.2) Cash on Deposit with Subsidiary Bank at Beginning of Year .1 .4 .6 - ------------------------------------------------------------------------------- Cash on Deposit with Subsidiary Bank at End of Year $ .1 $ .1 $ .4
- -- -- - -- -- 77 Northern Trust Corporation Report of Independent Public Accountants ---------------------------------- To the Stockholders and Board of Directors of Northern Trust Corporation: - -------------------------------------------------------------------------------- We have audited the accompanying consolidated balance sheet of Northern Trust Corporation (a Delaware Corporation) and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Northern Trust Corporation and subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States. Arthur Andersen LLP Chicago, Illinois, January 16, 2001 - -- -- - -- -- 78 Northern Trust Corporation Consolidated Financial Statistics ---------------------------------- Quarterly Financial Data - --------------------------------------------------------------------------------
Statement of Income 2000 1999 - ----------------------------------------------------------------------------------------------------------- ($ In Millions Except Fourth Third Second First Fourth Third Second First Per Share Information) Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter - ----------------------------------------------------------------------------------------------------------- Trust Fees $ 304.9 304.7 305.6 286.0 $ 271.1 242.4 236.2 224.5 Other Noninterest Income 84.9 87.2 87.3 76.4 69.3 64.0 66.1 61.6 Net Interest Income Interest Income 544.1 531.3 499.9 435.8 424.1 404.3 370.0 370.2 Interest Expense 398.5 388.5 359.1 296.4 285.8 276.0 243.4 244.6 - ----------------------------------------------------------------------------------------------------------- Net Interest Income 145.6 142.8 140.8 139.4 138.3 128.3 126.6 125.6 Provision for Credit Losses 5.0 5.0 10.0 4.0 6.5 .5 5.0 .5 Noninterest Expenses 342.3 344.9 338.2 326.1 310.8 276.1 271.7 266.4 Provision for Income Taxes 62.6 61.5 62.5 58.4 55.4 53.9 52.5 49.7 - ----------------------------------------------------------------------------------------------------------- Net Income $ 125.5 123.3 123.0 113.3 $ 106.0 104.2 99.7 95.1 - ----------------------------------------------------------------------------------------------------------- Net Income Applicable to Common Stock $ 124.0 121.8 121.6 112.0 $ 104.7 102.9 98.6 94.0 - ----------------------------------------------------------------------------------------------------------- Per Common Share Net Income-Basic $ .56 .55 .55 .51 $ .47 .46 .44 .42 - -Diluted .54 .53 .53 .49 .46 .45 .43 .41 - ----------------------------------------------------------------------------------------------------------- Average Balance Sheet Assets Cash and Due from Banks $ 1,477.0 1,257.8 1,550.2 1,401.2 $ 1,358.5 1,386.6 1,256.9 1,470.9 Money Market Assets 5,426.7 3,712.3 4,374.7 4,537.5 5,656.0 4,649.4 3,896.9 4,737.8 Securities 9,701.0 10,841.8 10,174.6 8,017.9 7,288.8 8,907.5 8,136.4 7,484.8 Loans and Leases 17,404.0 16,825.3 16,375.4 15,577.2 15,207.0 14,620.5 14,271.2 14,079.2 Reserve for Credit Losses (160.4) (158.6) (157.0) (152.8) (147.9) (148.4) (149.6) (147.1) Other Assets 2,234.5 1,996.6 2,010.3 1,879.0 1,717.5 1,679.2 1,712.5 1,754.7 - ----------------------------------------------------------------------------------------------------------- Total Assets $36,082.8 34,475.2 34,328.2 31,260.0 $31,079.9 31,094.8 29,124.3 29,380.3 - ----------------------------------------------------------------------------------------------------------- Liabilities and Stockholders' Equity Deposits Demand and Other Noninterest-Bearing $ 4,107.4 3,890.8 3,958.8 3,923.6 $ 3,895.9 3,530.6 3,566.5 3,627.2 Savings and Other Interest-Bearing 7,618.0 7,366.1 7,444.1 7,439.8 7,375.1 7,029.4 6,921.1 6,813.5 Other Time 732.3 1,197.3 1,139.6 789.2 757.5 566.5 716.4 560.4 Foreign Offices 9,400.7 8,212.5 8,608.0 8,354.9 8,142.3 7,290.0 6,309.4 6,326.2 - ----------------------------------------------------------------------------------------------------------- Total Deposits 21,858.4 20,666.7 21,150.5 20,507.5 20,170.8 18,416.5 17,513.4 17,327.3 Purchased Funds 9,192.9 8,883.0 8,381.3 6,121.1 6,499.9 8,357.9 7,376.7 7,765.7 Senior Notes 500.0 500.0 500.0 512.1 436.4 498.4 640.6 746.6 Long-Term Debt 638.2 638.3 638.4 644.7 659.2 602.3 458.6 458.3 Debt-Floating Rate Capital Securities 267.6 267.6 267.6 267.6 267.5 267.5 267.5 267.5 Other Liabilities 1,239.0 1,209.0 1,125.7 1,011.6 908.1 873.4 832.3 846.1 Stockholders' Equity 2,386.7 2,310.6 2,264.7 2,195.4 2,138.0 2,078.8 2,035.2 1,968.8 - ----------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $36,082.8 34,475.2 34,328.2 31,260.0 $31,079.9 31,094.8 29,124.3 29,380.3 - ----------------------------------------------------------------------------------------------------------- Analysis of Net Interest Income Earning Assets $32,531.7 31,379.4 30,924.7 28,132.6 $28,151.8 28,177.4 26,304.5 26,301.8 Interest-Related Funds 27,677.3 26,567.6 26,315.3 23,641.3 23,650.6 24,170.9 22,250.6 22,585.6 Noninterest-Related Funds 4,854.4 4,811.8 4,609.4 4,491.3 4,501.2 4,006.5 4,053.9 3,716.2 Net Interest Income (Taxable equivalent) 159.9 157.1 154.1 150.8 148.2 138.9 135.8 134.5 Net Interest Margin (Taxable equivalent) 1.96% 1.99 2.00 2.16 2.09% 1.95 2.07 2.07 - ----------------------------------------------------------------------------------------------------------- Common Stock Dividend and Market Price Dividends $ .155 .135 .135 .135 $ .135 .12 .12 .12 Market Price Range-High 92.13 90.88 73.31 77.25 54.63 49.81 50.00 47.38 - -Low 70.75 64.88 57.38 46.75 41.28 40.16 42.94 40.31 - -----------------------------------------------------------------------------------------------------------
Note: The common stock of Northern Trust Corporation is traded on the Nasdaq National Market under the symbol NTRS. - -- -- - -- -- 79 Northern Trust Corporation Consolidated Financial Statistics ---------------------------------- Average Statement of Condition with Analysis of Net Interest Income - --------------------------------------------------------------------------------
(Interest and Rate on a Taxable Equivalent Basis) 2000 1999 - ------------------------------------------------------------------------------- ($ In Millions) Interest Volume Rate Interest Volume Rate - ------------------------------------------------------------------------------- Average Earning Assets Money Market Assets Federal Funds Sold and Resell Agreements $ 40.4 $ 642.5 6.29% $ 55.8 $ 1,095.7 5.09% Time Deposits with Banks 206.0 3,822.8 5.39 164.3 3,562.0 4.61 Other 3.4 47.8 6.95 4.2 79.6 5.36 - ------------------------------------------------------------------------------- Total Money Market Assets 249.8 4,513.1 5.53 224.3 4,737.3 4.74 - ------------------------------------------------------------------------------- Securities U.S. Government 14.6 237.7 6.13 15.5 285.3 5.43 Obligations of States and Political Subdivisions 38.7 475.9 8.14 40.5 497.4 8.15 Federal Agency 567.6 8,551.9 6.64 363.6 6,838.5 5.32 Other 31.4 409.4 7.68 21.7 322.7 6.72 Trading Account .9 12.1 7.35 .8 12.5 6.58 - ------------------------------------------------------------------------------- Total Securities 653.2 9,687.0 6.74 442.1 7,956.4 5.56 - ------------------------------------------------------------------------------- Loans and Leases 1,161.4 16,548.6 7.02 940.8 14,547.8 6.47 - ------------------------------------------------------------------------------- Total Earning Assets $2,064.4 30,748.7 6.71% $1,607.2 27,241.5 5.90% - ------------------------------------------------------------------------------- Reserve for Credit Losses -- (157.2) -- -- (148.4) -- Cash and Due from Banks -- 1,421.3 -- -- 1,368.0 -- Other Assets -- 2,030.5 -- -- 1,715.9 -- - ------------------------------------------------------------------------------- Total Assets -- $34,043.3 -- -- $30,177.0 -- - ------------------------------------------------------------------------------- Average Source of Funds Deposits Savings and Money Market $ 206.8 $ 5,203.9 3.97% $ 155.6 $ 4,845.3 3.21% Savings Certificates 133.0 2,263.3 5.88 117.3 2,191.0 5.35 Other Time 59.1 964.6 6.13 32.7 650.5 5.03 Foreign Offices Time 431.4 8,064.5 5.35 286.3 6,592.1 4.34 - ------------------------------------------------------------------------------- Total Deposits 830.3 16,496.3 5.03 591.9 14,278.9 4.15 Federal Funds Purchased 167.8 2,644.7 6.34 161.0 3,226.1 4.99 Securities Sold under Agreements to Repurchase 91.8 1,476.4 6.22 95.8 1,954.5 4.90 Commercial Paper 8.8 138.3 6.40 7.3 141.0 5.15 Other Borrowings 245.2 3,890.0 6.30 109.2 2,177.3 5.02 Senior Notes 34.4 503.0 6.82 30.6 579.5 5.28 Long-Term Debt 44.8 639.9 7.01 37.9 545.3 6.96 Debt-Floating Rate Capital Securities 19.4 267.6 7.25 16.1 267.5 6.02 - ------------------------------------------------------------------------------- Total Interest-Related Funds 1,442.5 26,056.2 5.54 1,049.8 23,170.1 4.53 - ------------------------------------------------------------------------------- Interest Rate Spread -- -- 1.17 -- -- 1.37 Noninterest-Related Deposits -- 4,550.6 -- -- 4,086.0 -- Other Liabilities -- 1,146.8 -- -- 865.2 -- Stockholders' Equity -- 2,289.7 -- -- 2,055.7 -- - ------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity -- $34,043.3 -- -- $30,177.0 -- - ------------------------------------------------------------------------------- Net Interest Income/Margin $ 621.9 -- 2.02% $ 557.4 -- 2.05% - ------------------------------------------------------------------------------- Net Interest Income/Margin Components Domestic $ 606.0 $26,143.9 2.32% $ 545.7 $23,131.3 2.36% International 15.9 4,604.8 .35 11.7 4,110.2 .30 - ------------------------------------------------------------------------------- Consolidated $ 621.9 $30,748.7 2.02% $ 557.4 $27,241.5 2.05% - -------------------------------------------------------------------------------
Notes-Average volume includes nonaccrual loans. - -Total interest income includes adjustments on loans and securities to a taxable equivalent basis. Such adjustments are based on the U.S. federal income tax rate (35%) and State of Illinois income tax rate (7.18%). Lease financing receivable balances are reduced by deferred income. Total taxable equivalent interest adjustments amounted to $53.3 million in 2000, $38.6 million in 1999, $35.9 million in 1998, $32.7 million in 1997 and $33.6 million in 1996. - -Interest on loans and money market assets includes fees of $1.2 million in 2000, $3.4 million in 1999, $4.3 million in 1998, $3.9 million in 1997, and $4.3 million in 1996. - -- -- - -- -- 80 Northern Trust Corporation ---------------------------------- - --------------------------------------------------------------------------------
1998 1997 1996 - ------------------------------------------------------------------------------ Interest Volume Rate Interest Volume Rate Interest Volume Rate - ------------------------------------------------------------------------------ $ 53.0 $ 967.5 5.48% $ 45.9 $ 815.3 5.63% $ 18.3 $ 333.3 5.49% 155.0 2,827.1 5.48 133.5 2,574.7 5.18 84.9 1,699.5 5.00 2.7 44.1 6.14 3.0 52.6 5.68 3.0 50.7 5.91 - ------------------------------------------------------------------------------ 210.7 3,838.7 5.49 182.4 3,442.6 5.30 106.2 2,083.5 5.10 - ------------------------------------------------------------------------------ 22.4 374.2 5.99 48.8 822.9 5.94 97.6 1,702.0 5.73 38.2 434.0 8.81 38.1 408.8 9.32 40.8 414.1 9.86 362.1 6,385.0 5.67 281.9 4,890.1 5.77 228.4 4,010.7 5.69 18.3 265.8 6.87 14.9 243.4 6.11 13.7 228.2 6.00 .8 11.8 6.53 .7 9.0 7.33 .6 8.8 7.09 - ------------------------------------------------------------------------------ 441.8 7,470.8 5.91 384.4 6,374.2 6.03 381.1 6,363.8 5.99 - ------------------------------------------------------------------------------ 886.5 13,315.0 6.66 798.7 11,812.9 6.76 697.8 10,332.1 6.75 - ------------------------------------------------------------------------------ $1,539.0 24,624.5 6.25% $1,365.5 21,629.7 6.32% $1,185.1 18,779.4 6.31% - ------------------------------------------------------------------------------ -- (147.1) -- -- (148.1) -- -- (147.5) -- -- 1,205.7 -- -- 1,095.4 -- -- 1,072.9 -- -- 1,507.6 -- -- 1,474.7 -- -- 1,259.5 -- - ------------------------------------------------------------------------------ -- $27,190.7 -- -- $24,051.7 -- -- $20,964.3 -- - ------------------------------------------------------------------------------ $ 141.3 $ 4,263.3 3.31% $ 125.8 $ 3,895.4 3.23% $ 114.3 $ 3,620.7 3.16% 122.1 2,144.5 5.69 117.2 2,035.8 5.76 119.1 2,062.4 5.78 30.6 571.8 5.35 39.4 717.3 5.50 29.9 549.2 5.44 286.4 5,781.7 4.95 239.8 4,971.2 4.82 184.5 3,826.2 4.82 - ------------------------------------------------------------------------------ 580.4 12,761.3 4.55 522.2 11,619.7 4.49 447.8 10,058.5 4.45 139.8 2,620.6 5.34 92.4 1,690.2 5.47 97.9 1,842.2 5.31 80.2 1,506.0 5.33 81.7 1,519.9 5.38 103.4 1,973.3 5.24 8.0 145.9 5.51 7.9 142.7 5.54 7.8 143.7 5.40 132.3 2,540.4 5.21 112.4 2,120.9 5.30 64.5 1,274.1 5.07 36.5 653.3 5.58 30.9 539.3 5.75 14.4 267.5 5.37 31.8 445.8 7.14 32.6 435.8 7.48 27.4 360.7 7.59 16.9 267.4 6.32 14.5 224.1 6.49 -- -- -- - ------------------------------------------------------------------------------ 1,025.9 20,940.7 4.90 894.6 18,292.6 4.89 763.2 15,920.0 4.79 - ------------------------------------------------------------------------------ -- -- 1.35 -- -- 1.43 -- -- 1.52 -- 3,731.8 -- -- 3,450.3 -- -- 3,080.7 -- -- 693.6 -- -- 679.3 -- -- 477.9 -- -- 1,824.6 -- -- 1,629.5 -- -- 1,485.7 -- - ------------------------------------------------------------------------------ -- $27,190.7 -- -- $24,051.7 -- -- $20,964.3 -- - ------------------------------------------------------------------------------ $ 513.1 -- 2.08% $ 470.9 -- 2.18% $ 421.9 -- 2.25% - ------------------------------------------------------------------------------ $ 502.7 $21,118.7 2.38% $ 466.0 $18,492.2 2.52% $ 420.6 $16,678.5 2.52% 10.4 3,505.8 .30 4.9 3,137.5 .16 1.3 2,100.9 .06 - ------------------------------------------------------------------------------ $ 513.1 $24,624.5 2.08% $ 470.9 $21,629.7 2.18% $ 421.9 $18,779.4 2.25% - ------------------------------------------------------------------------------
- -- -- - -- -- 81 Northern Trust Corporation Corporate Structure ------------------------------------- ================================================================================ NORTHERN TRUST CORPORATION 50 South La Salle Street, Chicago, Illinois 60675 (312) 630-6000 PRINCIPAL SUBSIDIARY The Northern Trust Company 50 South La Salle Street, Chicago, Illinois 60675 120 East Oak Street, Chicago, Illinois 60611 201 East Huron Street, Chicago, Illinois 60611 125 South Wacker Drive, Chicago, Illinois 60675 2814 West Fullerton Avenue, Chicago, Illinois 60647 7801 South State Street, Chicago, Illinois 60619 8501 West Higgins Road, Chicago, Illinois 60631 826 S. Northwest Highway, Barrington, Illinois 60010 2550 Waukegan Road, Glenview, Illinois 60025 579 Central Avenue, Highland Park, Illinois 60035 4 North Washington Street, Hinsdale, Illinois 60521 120 East Scranton Avenue, Lake Bluff, Illinois 60044 265 Deerpath Road, Lake Forest, Illinois 60045 959 South Waukegan Road, Lake Forest, Illinois 60045 701 South McKinley Road, Lake Forest, Illinois 60045 400 East Diehl Road, Naperville, Illinois 60563 One Oakbrook Terrace, Oakbrook Terrace, Illinois 60181 1501 Woodfield Road Schaumburg, Illinois 60173 62 Green Bay Road, Winnetka, Illinois 60093 London Branch 155 Bishopsgate, London EC2M 3XS, United Kingdom Cayman Islands Branch P.O. Box 501, Georgetown, Cayman Islands, British West Indies Singapore Branch 80 Raffles Place 46th Floor, UOB Plaza 1, Singapore 048624 SUBSIDIARIES OF THE NORTHERN TRUST COMPANY The Northern Trust International Banking Corporation 40 Broad Street, 10th Floor New York, New York 10004 The Northern Trust Company of Hong Kong Limited Suite 703-4 One Pacific Place 88 Queensway, Hong Kong Northern Trust Trade Services Limited 7/F CITIC Tower, I Tim Mei Avenue, Central, Hong Kong Northern Trust Fund Managers (Ireland) Limited Ulster Bank Centre Georges Quay, Dublin 2 Ireland Northern Trust Global Investments (Europe) Limited 6 Devonshire Square London, EC2A 4YE, United Kingdom Northern Trust (Ireland) Limited Northern Trust Investor Services (Ireland) Limited Northern Trust Custodial Services (Ireland) Northern Trust Fund Services (Ireland) Limited Ulster Bank Group Centre Georges Quay, Dublin 2 Ireland Northern Trust Investments, Inc. 50 South La Salle Street, Chicago, Illinois 60675 Norlease, Inc. 50 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60675 The Northern Trust Company, Canada 161 Bay Street, Suite 4540, B.C.E. Place Toronto, Ontario, Canada M5J 2SJ NTG Services LLC 155 Bishopsgate, London EC2M 3XS, United Kingdom NT Mortgage Holdings LLC 50 South La Salle Street Chicago, Illinois 60675 OTHER SUBSIDIARIES OF THE CORPORATION Northern Trust Bank of Florida N.A. 700 Brickell Avenue, Miami, Florida 33131 595 Biltmore Way, Coral Gables, Florida 33134 328 Crandon Boulevard, Suite 101, Key Biscayne, Florida 33149 3001 Aventura Boulevard, Aventura, Florida 33180 8600 NW 17th Street, Suite 120, Miami, Florida 33126 1100 East Las Olas Boulevard, Fort Lauderdale, Florida 33301 2601 East Oakland Park Boulevard, Fort Lauderdale, Florida 33306 2300 Weston Road, Weston, Florida 33326 301 Yamato Road, Boca Raton, Florida 33431 770 East Atlantic Avenue, Delray Beach, Florida 33483 440 Royal Palm Way, Palm Beach, Florida 33480 11301 U.S. Highway 1, Suite 100, North Palm Beach, Florida 33408 2201 S.E. Kingswood Terrace, Monterey Commons, Stuart, Florida 34996 755 Beachland Boulevard, Vero Beach, Florida 32963 1440 South AIA, Vero Beach, Florida 32963 4001 Tamiami Trail North, Naples, Florida 34103 375 Fifth Avenue South, Naples, Florida 34102 26790 South Tamiami Trail, Bonita Springs, Florida 34134 8060 College Parkway S.W., Fort Myers, Florida 33919 1515 Ringling Boulevard, Sarasota, Florida 34236 ================================================================================ 84 Northern Trust Corporation Corporate Structure ------------------------------------------------ ================================================================================ 901 Venetia Bay Boulevard, Suite 100, Venice, Florida 34292 540 Bay Isles Road, Longboat Key, Florida 34228 233 15th Street West, Bradenton, Florida 34205 6320 Venture Drive, Suite 100, Bradenton, Florida 34202 100 Second Avenue South, St. Petersburg, Florida 33701 425 North Florida Avenue, Tampa, Florida 33602 Northern Trust Cayman International, Ltd. P.O. Box 1586, Georgetown, Grand Cayman, Cayman Islands, British West Indies Northern Trust Bank of Arizona N.A. 2398 East Camelback Road, Phoenix, Arizona 85016 7600 E. Doubletree Ranch Road, Scottsdale, Arizona 85258 7501 East Thompson Peak Parkway, Scottsdale, Arizona 85255 8525 East Pinnacle Peak Road, Scottsdale, Arizona 85255 10220 West Bell Road, Sun City, Arizona 85351 10015 West Royal Oak Road, Sun City, Arizona 85351 19432 R. H. Johnson Boulevard, Sun City West, Arizona 85375 1525 South Greenfield Road, Mesa, Arizona 85206 23714 South Alma School Road, Sun Lakes, Arizona 85248 6373 East Tanque Verde Road, Tucson, Arizona 85715 3450 East Sunrise Drive, Tucson, Arizona 85718 Northern Trust Bank of California N.A. 355 South Grand Avenue, Suite 2600, Los Angeles, California 90071 16 Corporate Plaza, Newport Beach, California 92660 4370 La Jolla Village Drive, Suite 1000, San Diego, California 92122 1125 Wall Street, La Jolla, California 92037 206 East Anapamu Street, Santa Barbara, California 93101 1485 East Valley Road, (Montecito), Santa Barbara, California 93108 580 California Street, Suite 1800, San Francisco, California 94104 575 Redwood Highway, Mill Valley, California 94941 10877 Wilshire Boulevard (Westwood), Los Angeles, California 90024 74-900 Highway 111, Suite 121, Indian Wells, California 92210, 421 North Rodeo Drive, Beverly Hills, California 90210 Northern Trust Bank of Texas N.A. 2020 Ross Avenue, Dallas, Texas 75201 5540 Preston Road, Dallas, Texas 75205 16475 Dallas Parkway, Addison, Texas 75001 2701 Kirby Drive, Houston, Texas 77098 600 Bering Drive, Houston, Texas 77057 10000 Memorial Drive, Houston, Texas 77024 700 Rusk Street, Houston, Texas 77002 600 Congress Avenue, Austin, Texas 78701 Northern Trust Bank, FSB Michigan 40701 Woodward Avenue, Suite 110, Bloomfield Hills, Michigan 48304 161 Ottawa Avenue, Northwest, Suites Ill and 114, Grand Rapids, Michigan 49503 16980 Kercheval, Grosse Pointe, Michigan 48230 Missouri 7733 Forsyth Boulevard, Suite 1440, St. Louis, Missouri 63105 Nevada 7251 West Lake Mead Boulevard, 3rd Floor, Las Vegas, Nevada 89128 Ohio 127 Public Square, Suite 5150, Cleveland, Ohio 44114 Washington 1414 Fourth Avenue, Seattle, Washington 98101 Wisconsin 526 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 Northern Trust Bank of Colorado 1200 17th Street, Denver, Colorado 80202 Northern Trust Global Advisors, Inc. 300 Atlantic Street, Suite 400, Stamford, Connecticut 06901 The Northern Trust Company of Connecticut 300 Atlantic Street, Suite 400, Stamford, Connecticut 06901 NT Global Advisors, Inc. 161 Bay Street, Suite 4540, B.C.E. Place, Toronto, Ontario, Canada M5J 2S1 NT Fund Advisors of Quebec, Inc. 770 Sherbrooke Street West, Suite 1420, Montreal, Quebec, Canada H3A lGl Northern Trust Global Advisors, Limited 155 Bishopsgate, London EC2M 3XS, United Kingdom The Northern Trust Company of New York 40 Broad Street, New York, New York 10004 Northern Trust Securities, Inc. 50 South La Salle Street, Chicago, Illinois 60675 Northern Trust Retirement Consulting, L.L.C. 3003 Summit Boulevard, Suite 100, Atlanta, Georgia 30319 20020 120th Avenue Northeast, Suite 200, Bothell, Washington 98011 ================================================================================ 85 NORTHERN TRUST CORPORATION EX-21 9 dex21.txt SUBSIDIARIES TO REGISTRANT EXHIBIT NUMBER (21) TO 2000 FORM 10-K NORTHERN TRUST CORPORATION SUBSIDIARIES AS OF MARCH 1, 2001
Percent Jurisdiction of Owned Incorporation -------- ---------------- The Northern Trust Company 100% Illinois Norlease, Inc. 100% Delaware TNT-NL Leasing I, Inc. 100% Delaware MFC Company, Inc. 100% Delaware The Northern Trust Company, Canada 100% Ontario, Canada Nortrust Nominees Ltd. 100% London The Northern Trust Company U.K. Pension Plan Limited 100% London The Northern Trust International Banking Corporation 100% Edge Act The Northern Trust Company of Hong Kong Limited 99.99% Hong Kong Northern Trust Trade Services Limited 99% Hong Kong Northern Trust Fund Managers (Ireland) Limited 100% Ireland Northern Trust Global Investments (Europe) Limited 100% London Northern Trust (Ireland) Limited 100% Ireland Northern Trust Investor Services (Ireland) Limited 100% Ireland Northern Trust Custodial Services (Ireland) 100% Ireland Northern Trust Fund Services (Ireland) Limited 100% Ireland Northern Nominees (Ireland) Limited 100% Ireland Northern Trust Property Services (Ireland) Limited 100% Ireland NTG Services LLC 100% Delaware LLC NT Mortgage Holdings LLC 99.6% Delaware LLC Northern Trust Investments, Inc. 100% Illinois Northern Trust of Florida Corporation 100% Florida Northern Trust Cayman International, Ltd. 100% Cayman Islands, BWI Northern Trust Bank of Florida N.A. 100% National Bank Realnor Properties, Inc. 100% Florida Realnor Special Properties, Inc. 100% Florida Realnor 1177, Inc. 100% Florida Realnor Hallandale, Inc. 100% Florida Northern Annuity Sales, Inc. 100% Florida Nortrust of Arizona Holding Corporation 100% Arizona Northern Trust Bank of Arizona N.A. 100% National Bank Northern Trust of California Corporation 100% Delaware Northern Trust Bank of California N.A. 100% National Bank Berry, Hartell, Evers & Osborne, Inc. 100% Delaware, (INACTIVE)
NORTHERN TRUST CORPORATION SUBSIDIARIES AS OF MARCH 1, 2001 (continued)
Percent State of Owned Incorporation -------- ------------- Metroplex Bancshares, Inc. 100% Texas Metroplex Delaware Financial Corporation 100% Delaware Northern Trust Bank of Texas N.A. 16.2% National Bank Fiduciary Services Inc. 100% Texas (INACTIVE) Northern Trust of Texas Corporation 100% Texas Northern Trust Bank of Texas N.A. 83.8% National Bank Northern Futures Corporation 100% Delaware, (INACTIVE) Northern Trust of Colorado Corporation 100% Delaware Northern Trust Bank of Colorado 100% Colorado Northern Trust Bank, FSB 100% Federal Savings Bank Northern Trust Holdings L.L.C. 100% Delaware Northern Investment Corporation 100% Delaware Northern Investment Management Company 100% Delaware (INACTIVE) Northern Trust Securities, Inc. 100% Delaware Northern Trust Services, Inc. 100% Illinois Nortrust Realty Management, Inc. 100% Illinois The Northern Trust Company of New York 100% New York Northern Trust Retirement Consulting, L.L.C. 100% Delaware Northern Trust Global Advisors, Inc. 100% Delaware NT Global Advisors, Inc. 100% Ontario, Canada Northern Trust Global Advisors, Limited 100% England The Northern Trust Company of Connecticut 100% Connecticut NT Fund Advisors of Quebec, Inc. 100% Quebec, Canada NTC Capital I 100% Delaware NTC Capital II 100% Delaware
EX-23 10 dex23.txt CONSENT OF INDEPENDANT PUBLIC ACCOUNTANTS EXHIBIT NUMBER (23) TO 2000 FORM 10-K CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated January 16, 2001, incorporated by reference in the Northern Trust Corporation's Annual Report on Form 10-K for the year end December 31, 2000, into the Corporation's previously filed Form S-8 Registration Statements File Nos. 33-22546, 33-47597, 33-63843, 333-25135, 333-25283, 333-32510, 333- 52623, 333-74951, 333-84085; and the Corporation's previously filed Form S-3 Nos. 333-18951, 333-25649 and 333-45203. /s/ ARTHUR ANDERSEN LLP ----------------------- ARTHUR ANDERSEN LLP Chicago, Illinois March 15, 2001 EX-24 11 dex24.txt POWERS OF ATTORNEY EXHIBIT NUMBER (24) TO 2000 FORM 10-K POWER OF ATTORNEY - ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned officers and directors of Northern Trust Corporation hereby severally constitute and appoint William A. Osborn, Perry R. Pero and Kelly R. Welsh, and each of them singly, our true and lawful attorneys and agents with full power to them and each of them singly, to sign for us in our names, in the capacities indicated below, Form 10-K, annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended December 31, 2000, and to file such Form, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Northern Trust Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all regulations of the Securities and Exchange Commission thereunder, hereby ratifying and confirming our signatures as they may be signed by our attorneys, or any one of them, to such Form, and all that our attorneys and agents, or any of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned have hereunto executed this Power of Attorney this 20th day of February, 2001. ------- /s/William A. Osborn /s/Barry G. Hastings - -------------------- -------------------- William A. Osborn Barry G. Hastings Chairman of the Board, Chief President, Chief Operating Executive Officer and Director Officer and Director /s/Perry R. Pero /s/Harry W. Short - ---------------- ----------------- Perry R. Pero Harry W. Short Vice Chairman Executive Vice President and Controller and Chief Financial Officer (Chief Accounting Officer) /s/Duane L. Burnham /s/Dolores E. Cross - ------------------- ------------------- Duane L. Burnham Dolores E. Cross Director Director /s/Susan Crown /s/Robert S. Hamada - -------------- ------------------- Susan Crown Robert S. Hamada Director Director /s/Arthur L. Kelly --------------------- Arthur L. Kelly Director /s/Robert C. McCormack ---------------------- Robert C. McCormack Director /s/Edward J. Mooney /s/Harold B. Smith - ------------------- ------------------ Edward J. Mooney Harold B. Smith Director Director /s/William D. Smithburg /s/Bide L. Thomas - ----------------------- ----------------- William D. Smithburg Bide L. Thomas Director Director STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) I, Victoria Antoni , a Notary Public, DO HEREBY CERTIFY that the ----------------------- above named directors and officers of Northern Trust Corporation, 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 severally acknowledged that they signed and delivered the instrument as their free and voluntary act, for the uses and purposes therein set forth. 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