SECOND AMENDMENT TO LEASE AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO LEASE AGREEMENT

THIS SECOND AMENDMENT (hereinafter referred to as the “Amendment”) dated this 12 ^th day of November, 2007 (the “Effective Date”), is made by and between CONTINENTAL OFFICES LTD., as agent for the owner of the beneficial interest in Chicago Tile Land Trust Company, as successor trustee to LaSalle National Bank under Trust No. 47948 and HOME SCHOOL, INC. as Tenant.

WITNESSETH

WHEREAS, Landlord and Tenant entered into a Lease dated July 5, 2006 (hereinafter referred to as the “Original Lease”) for the rental of certain office premises which is identified as Suite 106 (hereinafter referred to as the “Premises”) in the building commonly known as Regency Office Plaza (hereinafter referred to as the “Building”) located at 2700 Des Plaines River Road, Des Plaines, IL 60018; and

WHEREAS, said Original Lease was amended by a First Amendment to Lease Agreement dated May 21, 2008 (hereinafter, the Original Lease and said Amendments shall be collectively referred to as the “Lease”); and

WHEREAS, Tenant desires to extend the term of the Lease for five (5) years (hereinafter referred to as the “Extended Term”);

NOW, THEREFORE, in consideration of the above premises and the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. As of the Effective Date, the Expiration Date of the Lease Amendment as stated in Section 2 shall be changed from December 31, 2008 to December 31, 2013.

2. Effective January 1, 2009, the Base Rent during the Extended Term shall be as follows:

 

 

3. Notwithstanding anything herein to the contrary, Tenant shall be entitled to an abatement of Base Rent, Expenses Per Rentable Square Foot and Taxes Per Rentable Square Foot (collectively, the “Abated Rent”) for the months of January 2009, February 2009 and March 2009 (collectively, the “Rent Abatement Periods”). If a default under the Lease occurs at any time during the Term, the Abated Rent immediately shall become due and payable. The payment by Tenant of the Abated Rent following a default under the Lease shall not limit or affect any of Landlord’s rights, pursuant to the Lease, at law or in equity. During the Rent Abatement Periods, only the Abated Rent shall be abated; all other costs and charges specified in the Lease shall remain as due and payable pursuant to the provisions of the Lease.

4. As of the Effective Date, electricity used by Tenant in the Premises shall be paid for by Tenant, at Landlord’s option, either: (i) by a separate charge payable by Tenant to Landlord; or (ii) by separate charge billed by the applicable utility company and payable directly by Tenant. Landlord shall have the right to separately meter electrical usage for the Premises and to measure electrical usage by survey or other commonly accepted methods. Electrical service to the Premises may be furnished by one or more companies providing electrical generation, transmission and distribution services, and the cost of electricity may consist of several different components or separate charges for such services, such as generation, distribution and stranded cost charges. Landlord shall have the exclusive right to select any company providing electrical service to the Premises, to aggregate the electrical service for the Property and Premises with other buildings, to purchase electricity through a broker and/or buyers group and to change the providers and manner of purchasing electricity.

5. Effective January 1, 2009, the Base Year as provided in Section 1.01(m) of the Original Lease shall be deleted and “2009” shall be inserted in its place.

6. Except as expressly modified in this Amendment, the Lease is hereby ratified and confirmed in all respects. Any capitalized terms used in this Amendment shall have the same definition as that term has in the Lease unless otherwise provided for herein. In the event of any conflict between

 

the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall control. Each of Continental Offices, Ltd., and Home School Inc. hereby represents that it has the power and authority to enter into, and carry out the terms and provisions of this Amendment and Lease.

 

Continental Offices Ltd., as agent for the owner of the beneficial interest in LaSalle Trust N.A., as Trustee under Trust No. 47948				HOME SCHOOL, INC.
/s/ Kevork M. Derderian				/s/ Thomas A. Morrow
By:		Kevork M. Derderian		By:		Thomas A. Morrow
Title:		President		Title:		Chairman & CEO
Attested:
/s/ Brandt T. Pfeifer
By:		Brandt T. Pfeifer		By:
Title:		Director, Leasing/Marketing		Title:

 

WRITER’S EMAIL: brandt@colltd.com

WRITER’S DIRECT EXTENSION: 847.376.2004

WRITER’S DIRECT FAX: 847.376.2021

November 11, 2008

Denise Kowalski

Home School, Inc.

2700 River Road, Suite 106

Des Plaines, IL 60018

 

RE:	Regency Office Plaza, Suite 106 Amendment Proposal

Dear Ms Kowalski:

As per our conversation, I’ve included a 3 month rent abatement up front.

I will draw up your Amendment when I hear back from you.

 

We shall not be legally bound until this proposal has been reviewed and approved by the owner of Continental Office Plaza and a lease has been executed and delivered. The general business terms and conditions of this proposal shall remain in effect through November 21, 2008, and are subject to be withdrawn by Landlord at any time prior to said date.

Please let me know if you have any questions on these proposed terms.

Sincerely,

 

/s/ Brandt T. Pfeifer

Brandt T. Pfeifer

Director, Leasing & Marketing

copy: Kevork M. Derderian

OFFICE LEASE AGREEMENT

DATED June 26, 2006

CONTINENTAL OFFICES LTD.,

AS AGENT FOR THE OWNER OF THE BENEFICIAL INTEREST IN

LASALLE TRUST, N.A., AS TRUSTEE UNDER TRUST NO. 47948

AND

HOME SCHOOL, INC.

LEASE AGREEMENT

ARTICLE ONE

BASIC LEASE PROVISIONS

1.01 BASIC LEASE PROVISIONS - In the event that there is a conflict between these Basic Lease Provisions and any other provision in this Lease Agreement, such other Lease provision shall control.

 

(a)

BUILDING AND SUITE:

Regency Office Plaza, Suite 106

2700 Des Plaines River Road, Des Plaines, IL 60018

 

(b)

LANDLORD AND ADDRESS:

Continental Offices Ltd., as agent for the owner of the beneficial interest in LaSalle Trust,

N.A., as Trustee under Trust No. 47948

Continental Office Plaza - Suite 300

2340 River Road, Des Plaines, IL 60018

 

(c)

TENANT AND CURRENT ADDRESS:

Home School, Inc.

612 N. Chestnut Ave.

Arlington Heights, Illinois, 60004

 

 

(h)

BASE RENT, subject to adjustment as provided herein:

 

 

(i)

RENTABLE AREA OF THE BUILDING: 125,970 Square Feet

 

(j)

RENTABLE AREA OF THE PREMISES: 1,853 Square Feet

 

(k)

PROPORTIONAL SHARE OF OPERATING EXPENSES AND TAXES: (1.471%)

 

(l)

SECURITY DEPOSIT: ($2,779.50)

 

(m)

BASE YEAR: 2006

1.02 ENUMERATION OF EXHIBITS . The exhibits set forth below and attached to this Lease are incorporated in this Lease by this reference:

 

1.03 DEFINITIONS . For purposes hereof, the following terms shall have the following meanings:

 

(a)

ADDITIONAL RENT: Unless otherwise provided herein, all amounts due hereunder excluding Rent whether or not identified as Additional Rent in the Lease.

 

(b)

BASE YEAR: The year stated in Section 1.01(m).

 

(c)

BUILDING: The office building listed in Section 1.01(a).

 

(d)

CALCULATION YEAR: The calendar year for which a Rent Adjustment computation is being made.

 

(e)

COMMENCEMENT DATE: The date specified in Section 1.01(f).

 

(f)

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.

 

(g)

DEFAULT RATE: Two percent [2%] above the prime rate of interest of Bank One, NA, (or its successor) in effect on the date of payment, or at the maximum legal rate of interest, allowed by law, if such maximum legal rate is applicable and lower.

 

(h)

ENVIRONMENTAL LAWS: Any Law governing the use, storage, disposal or generation of any Hazardous Material, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and the Resource Conservation and Recovery Act of 1976, as amended.

 

(i)

EXPIRATION DATE: The date specified in Section 1.01(g).

 

(j)

FORCE MAJEURE: Any war, insurrection, civil commotion, riots, acts of God or the enemy, governmental action, repairs, renewals, improvements, alternations, strikes, lockouts, picketing, whether legal or illegal, accidents, casualty, inability of Landlord to obtain fuel or supplies, energy shortages, or any other cause or causes beyond the reasonable control of Landlord.

 

(k)

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 biphenyl.

 

(l)

INDEMNITIES: Collectively, Landlord, any Mortgagee, any ground lessor of the Property, the property manager, the leasing manager and all of their respective beneficiaries, shareholders, directors, officers, agents and employees.

 

(m)

LAND: The parcels of real estate on which the Building is located.

 

(n)

LANDLORD’S STATEMENT: A written statement compiled by Landlord, at Landlord’s sole discretion, setting forth the Projections for the appropriate Calculation Year, and providing a calculation of the Rent Adjustment Deposit based on such Projections to become effective as of the first day of January of each calendar year.

 

(o)

LEASE: This Lease Agreement and all exhibits and riders attached hereto, as may be amended from time to time.

 

(p)

MONTHLY BASE RENT: The monthly rent specified in Section 1.01(h).

 

(q)

MORTGAGEE: Any holder of a mortgage, deed of trust or other security instrument encumbering the Property.

 

(r)

OPERATING EXPENSES: All costs and expenses of every, kind and nature associated with the management, maintenance, repair, replacement, ownership and operation of the Property, including, without limitation, landscaping and parking areas and the personal property used in conjunction therewith with the exception of (i) costs of alterations of the premises of tenants of the Building, (ii) depreciation charges, (iii) interest and principal payments on mortgages, (iv) capital improvements which increase the number of square feet in the Building, and (v) expenditures for which Landlord has been reimbursed, including by payment from other tenants or insurance proceeds (other than pursuant to rent adjustment provisions in leases).

 

(s)

PREMISES: The space located in the Building commonly identified as the suite stated in Section 1.01(a) and as depicted on Exhibit A attached hereto.

 

(t)

PROJECTIONS: Landlord’s reasonable estimates of Operating Expenses and Taxes for the Calculation Year.

 

(u)

PROPERTY: The Building, the Land and 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 the foregoing.

 

(v)

PROPORTIONAL SHARE OF OPERATING EXPENSES AND TAXES: The percentage as stated in Section 1.01(k).

 

(w)

REAL PROPERTY: The Property excluding any personal property.

 

(x)

RENT: Collectively, Monthly Base Rent, Rent Adjustments, Additional Rent and all other charges, payments, late fees or other amounts required to be paid by Tenant under this Lease.

 

(y)

RENTABLE AREA OF THE BUILDING: The amount of square footage set forth in Section 1.01(i).

 

(z)

RENTABLE AREA OF THE PREMISES: The amount of square footage set forth in Section 1.01(j).

 

(aa)

RENT ADJUSTMENT: Any amount owed by Tenant resulting from an increase in Operating Expenses or Taxes pursuant to Article 3 of this Lease.

 

(bb)

RENT ADJUSTMENT DEPOSIT: Amount which shall be equal to Landlord’s estimate of the Rent Adjustment due for the Calculation Year.

 

(cc)

SECURITY DEPOSIT: The amount specified in Section 1.01(l), if any, deposited by Tenant with Landlord as security for Tenant’s performance of its obligations under this Lease.

 

(dd)

TAXES: Real estate taxes, assessments, sewer rents, rates and charges, transit taxes, taxes based upon the receipt of rent, and any other federal, state or local governmental charge, general, special, ordinary or extraordinary (but not including income or franchise taxes or any other taxes imposed upon or measured by Landlord’s income or profits, unless the same shall be imposed in lieu of real estate taxes and other ad valorem taxes), which may now or hereafter be levied or assessed against the Property. In case of special taxes or assessments which may be payable in installments, only the amount of each installment paid during a calendar year shall be included in Taxes for that year. Taxes shall also include any personal property taxes imposed upon the furniture, fixtures, machinery, equipment apparatus, systems and appurtenances used in connection with said Building for the operation thereof. Taxes shall also include amounts paid to anyone hired by Landlord to contest the amount of any assessment of the Property or the rate of taxation or the legality of the imposition of any component of the Taxes upon the Property. The Taxes “attributable to” or “for” a calendar year for the purposes of this Lease shall be those assessed for such year, even though not due and payable until a subsequent year.

 

(ee)

TERM: The term of this Lease commencing on the Commencement Date and expiring on the Expiration Date, unless sooner terminated as provided for in this Lease.

ARTICLE TWO

PREMISES AND TERM

2.01 LEASE OF PREMISES . Landlord hereby leases to Tenant, and Tenant leases from Landlord the Premises for the Term and upon the conditions provided in the Lease, to be occupied and used by the Tenant for general offices and any other lawful purpose which does not conflict with exclusive rights granted to other tenants in the Building and no other purpose, subject to the agreements herein contained. This Lease does not grant any rights to air over property.

 

2.02 EARLY OCCUPANCY . If the Premises are ready for occupancy prior to the Commencement Date and Tenant occupies the Premises prior to said date. Tenant shall be subject to all the terms, covenants and conditions of the Lease, including the payment of Rent for the period of occupancy prior to the Commencement Date at the proportionate rental to the rent reserved herein.

2.03 FAILURE TO GIVE POSSESSION . If Landlord shall be unable to give possession of the Premises on the Commencement Date by reason of any of the following: (i) Landlord has not completed its preparation of the Premises, (ii) Landlord is unable to give possession of the Premises by reason of the holding over or retention of possession of any tenant, tenants or occupants, or (iii) for any other reason, Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the rent reserved and covenanted to be paid herein shall not commence until the Premises are available for occupancy by Tenant, and no such failure to give possession on the Commencement Date shall affect the validity of this Lease or the obligations of Tenant hereunder, nor shall the same be construed to extend the Term of this Lease. The Premises shall not be deemed to be unready for Tenant’s occupancy or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done in the Premises or any part thereof, or if special work, changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof or shall be caused in whole or in part by Tenant through the delay of Tenant in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise or shall be caused in whole or in part by delay and/or default on the part of Tenant, its agents, employees, representative or subtenants. In the event of any dispute as to whether the Premises are ready for Tenant’s occupancy, the decision of Landlord’s architect shall be final and binding on the parties.

2.04 CONDITION OF PREMISES . Tenant’s taking possession shall be conclusive evidence that the Premises were in good order and satisfactory condition when Tenant took possession. No promise of Landlord to alter, remodel, decorate, clean or improve the Premises or the Building and no representation respecting the condition of the Premises or the Building have been made by Landlord to Tenant, unless the same is contained herein, or made a part hereof, or in a written document signed by Landlord.

ARTICLE THREE

RENT

3.01 RENT . Tenant shall pay Rent to Landlord, including, without limitation. Monthly Base Rent and Rent Adjustment, or to such other person or at such other place as Landlord may direct in writing, monthly in advance on or before the first day of each month of the Term, except that Tenant shall pay the first such monthly installment on the execution hereof. If the Term commences other than on the first day of a month or ends other than on the last day of the month, the Rent for such month shall be prorated, and the prorated Rent for the portion of the month in which the Term commences shall be paid at the time of execution of this Lease in addition to the Rent for the first full month. All such Rent shall be paid without any set-off or deduction whatsoever. Unpaid Rent shall bear interest at the Default Rate from the date due until paid. Tenant’s covenant to pay Rent shall be independent of every other covenant in this Lease. Time is of the essence of this Lease.

3.02 RENT ADJUSTMENT . If the total amount of either or both Taxes or Operating Expenses attributable to any calendar year of the Term is greater than the total amount of either or both Taxes or Operating Expenses for the Base Year, then Tenant shall pay Landlord as a Rent Adjustment for such calendar year, an amount equal to the product of the Proportional Share of Operating Expenses and Taxes multiplied by such excess amount of Taxes or Operating Expenses for that calendar year, as the case may be. If the last year of the Term of this Lease ends on any day other than the last day of December, any payment due to Landlord for Rent Adjustment shall be prorated, and Tenant shall pay any amount due to Landlord within thirty (30) days after being billed therefore.

 

3.03 PAYMENT OF RENT ADJUSTMENT DEPOSITS . Tenant shall pay Landlord one-twelfth (  ¹ / 12 ) of the then applicable amount of the Rent Adjustment Deposit, in the same manner as Base Rent, on the first day of each month during the Term commencing with the first day of the calendar year following the Base Year if the Commencement Date falls within the Base Year, or commencing on the Commencement Date, if the Commencement Date falls within a year following the Base Year. The amount payable for Rent Adjustment Deposits shall be subject to readjustment based on actual experience as provided in Section 3.04 and 3.05.

3.04 ESTIMATE OF RENT ADJUSTMENT DEPOSIT . For purposes of estimating Rent Adjustment due for the Calculation Year, Landlord shall make Projections of Operating Expenses and Taxes for said Calculation Year. Landlord shall deliver to Tenant the Landlord’s Statement (i) setting forth the Projections for the appropriate Calculation Year, and (ii) providing a calculation of the Rent Adjustment Deposit based on such Projections, to become effective as of January 1st of each calendar year; provided, however, that the failure of Landlord to provide any such statement shall not relieve Tenant from its obligation to continue to pay the Rent Adjustment Deposit at the rate then in effect under this Lease, and if and when Tenant receives such statement from Landlord, Tenant shall pay any increase (or receive credit for any decrease) to the Rent Adjustment Deposit reflected thereby effective retroactively to the most recent preceding January 1st. If any unexpected increase (or decrease) in Operating Expenses for the Property occurs after preparation of the Projections which results in a projected increase or decrease of five percent (5%) or more in such Operating Expenses, the Projections may be revised and the Rent Adjustment Deposit shall be recalculated based upon the revised Projections. The Projections may also be revised whenever more current information is received about the Taxes, and, if revised, the Rent Adjustment Deposits shall be recalculated based upon the revised Projections. After the end of each calendar year, Operating Expenses and Taxes shall be calculated and an appropriate adjustment made as provided herein in Section 3.05.

3.05 READJUSTMENT FOR ACTUALS . As soon as reasonably feasible after the expiration of each calendar year, or at such later time as Landlord shall be able to determine the actual amounts of Operating Expenses and Taxes for such Calculation Year, Landlord shall notify Tenant in writing of such actual amounts and the actual amount of the Rent Adjustment. If the total Rent Adjustment Deposit paid by Tenant during such calendar year exceeded the Rent Adjustment thereof payable for such Calculation Year based upon actual Operating Expenses and Taxes for such Calculation Year, then Landlord shall credit such excess to installments of Rent payable after the date of Landlord’s notice until such excess had been exhausted, or if this Lease shall expire prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent. If the Rent Adjustment based on actual Operating Expenses and Taxes exceeds the Rent Adjustment Deposits paid by Tenant during such Calculation Year, then Tenant shall, within thirty (30) days after the date of written notice from Landlord, pay to Landlord an amount equal to the additional Rent Adjustment payable for the Calculation Year last ended based upon actual Operating Expenses and Taxes for such year over the total Rent Adjustment Deposits paid by Tenant during such Calculation Year. The obligation to make such payments shall survive the expiration or earlier termination of the Term.

3.06 PARTIAL OCCUPANCY . If the Building is not fully occupied during all or a portion of any Calculation Year, then Landlord may elect to make an appropriate adjustment of Taxes for such Calculation Year employing sound accounting and management principles, to determine the amount of Taxes that would have been attributed to the Tenant had the Building been fully occupied, and the amount so determined shall be deemed to have been the amount of Taxes for such Calculation Year. If the Building is less than fully occupied during all or a portion of any Calculation Year, then Landlord shall

 

make an appropriate adjustment of the Operating Expenses for such year, employing sound accounting management principles to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building been fully occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such Calculation Year.

3.07 BOOKS AND RECORDS . Landlord shall maintain books and records showing Operating Expenses and Taxes in accordance with sound accounting and management practices. Tenant or its representative (whose representative shall be a certified public accountant licensed to do business in Illinois) shall have the right to audit the Landlord’s books and records with respect to the items in the foregoing statements of Operating Expenses and Taxes during normal business hours at any time within ten (10) days following the furnishing by Landlord to Tenant of such statements and after the execution by Tenant and its representative of a confidentiality agreement prepared by Landlord. Unless Tenant shall take written exception to any item within thirty (30) days after the furnishing of the foregoing statement, such statement shall be considered as final and accepted by Tenant. Any amount due to Landlord as shown on any such statement whether or not disputed by Tenant shall be paid by Tenant when due as provided herein, without prejudice to any such written exception.

ARTICLE FOUR

SERVICES

4.01 SERVICES . Landlord, as long as Tenant is not in default under any of the covenants of this Lease, shall furnish the following services:

 

(a)

Air-cooling when necessary to provide a temperature condition required for comfortable occupancy of the Premises under normal business operations, daily from 8:00 A.M. to 6:00 P.M. and on Saturdays from 8:00 A.M. to 1:00 P.M., Sundays and holidays excepted. Wherever heat generating machines or equipment are used by Tenant in the Premises which effect the temperature, otherwise maintained by the air-cooling system, Landlord reserves the right to install supplementary air-conditioning units in the demised premises and the expense of installation shall be paid by Tenant. The expense resulting from the operation and maintenance of the supplementary air conditioning system shall be paid by the Tenant to the Landlord at rates fixed by Landlord. The Landlord agrees to furnish heat to the demised premises, as required by law, on business days from 8:00 A.M. to 6:00 P.M., Saturdays from 8:00 A.M. to 1:00 P.M., Sundays and holidays excepted. If Tenant requests Landlord to supply heat or air conditioning at times other than such hours, then upon at least 24 hours advance notice to Landlord, Landlord will supply the necessary heat or air conditioning at rates set by Landlord.

 

(b)

Hot and cold water in common with other tenants of the Building for drinking, lavatory and toilet purposes drawn through fixtures installed in the Common Area by Landlord. Tenant shall pay Landlord at rates fixed by Landlord for water furnished for any other purpose. Tenant shall not waste or permit the waste of water. If Tenant fails to pay within five (5) days Landlord’s charges for water, Landlord, upon not less than ten (10) days’ notice, may, in addition to any other remedy provided in this Lease, discontinue furnishing that service and no such discontinuance shall be deemed an eviction or disturbance of Tenant’s use of the Premises or render Landlord liable for damages or relieve Tenant from any obligation.

 

(c)

Janitor service and customary cleaning in and about the Premises and of the Common Area on a daily basis (Saturdays, Sundays and holidays excepted). Tenant shall not provide any janitor services or cleaning in the Premises without the written consent by Landlord.

 

(d)

Window washing of all windows on the exterior walls of the Building located in the Premises, both inside and out, at such times as shall be required in Landlord’s sole judgment.

 

(e)

A parking area as shown on Exhibit B to be used by Tenant, in common with Landlord and other tenants in the Building, for passenger vehicles.

 

(f)

Passenger elevator service in common with Landlord and other tenants, daily from 8:00 A.M. to 6:00 P.M., Saturdays from 8:00 A.M. to 1:00 P.M., Sundays and holidays excepted, and freight elevator service in common with Landlord and other tenants, daily from 8:00 A.M. to 5:00 P.M., Saturdays, Sundays and holidays excepted. Such normal elevator service, passenger or freight, if furnished at other times shall be optional with Landlord and shall never be deemed a continuing obligation. The Landlord, however, shall provide limited passenger elevator service daily at all times such normal passenger service is not furnished. Automatic elevator service shall be deemed “elevator service” within the meaning of this paragraph.

 

(g)

Electricity for standard lighting fixtures provided by Landlord (not to exceed 260 hours per month) and for Tenant’s incidental uses. Maintenance of lighting fixtures and replacement of lamps shall be furnished by Landlord at Tenant’s expense. In respect to such incidental uses, electricity will be furnished in the premises by Landlord to Tenant without charge, provided that (i) the connected electrical load of the incidental use equipment does not exceed an average of one watt per square foot of the premises; (ii) the electricity so furnished for incidental uses will be at nominal 120 volts and no electrical circuit for the supply of such incidental use will have a current capacity exceeding 15 amperes; and (iii) such electricity will be used only for equipment and accessories normal to office usage. If Tenant’s requirements for electricity for incidental uses are in excess of those set forth in the preceding sentence, the Landlord reserves the right to require Tenant to procure electricity for such excess incidental use requirements at the Tenant’s expense by arrangement with a local utility company.

4.02 PHONE SERVICES . Landlord shall at Tenant’s expense, install and maintain all conduit and cable between (i) the Ameritech Demark Board in the Building and (ii) an agreed point of entry in the Premises. Alternatively, Landlord may authorize a third party contractor to provide this service on an exclusive basis for the Building, in which case Tenant shall pay such contractor directly for such installation and maintenance. Tenant acknowledges that making such cabling the responsibility of a single party is reasonable and necessary to achieve security, efficiency, coordination and accountability. Whether such cabling is undertaken by Landlord or an exclusive contractor. Tenant agrees that neither Landlord nor such contractor shall be liable for any loss, cost or damage suffered by Tenant as a result of cabling installation and maintenance except to the extent caused by the negligence or willful misconduct of the party doing such work and that any such claim shall be limited to bodily injury, death or damage to property. Tenant hereby waiving and releasing any claim for consequential damages resulting from an interruption of service.

4.03 DELAYS IN FURNISHING OR INTERRUPTION OF SERVICES . Landlord does not warrant that any of the services above mentioned will be free from interruptions caused by Force Majuere. Any such interruption of service shall never 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, or relieve Tenant from performance of Tenant’s obligations under this Lease.

 

ARTICLE FIVE

USE OF PREMISES

5.01 USE OF PREMISES . Tenant shall occupy and use the Premises during the Term for the purpose above specified in Section 2.01 and none other.

5.02 EXCLUSIVE RIGHTS . Tenant will not make nor permit to be made any use of the Premises which conflicts with exclusive rights granted to any other tenant of the Building.

5.03 LAWFUL USE . Tenant will not make nor permit to be made any use of the Premises which directly or indirectly is forbidden by public law, ordinance or governmental regulation or which may be dangerous to persons or property, or which may invalidate or increase the premium cost of any policy of insurance carried on the Building or covering its operations. Tenant shall not do, nor permit to be done, any act or thing upon the Premises which will be in conflict with fire insurance policies covering the Building. Tenant, at its sole expense, shall comply with all rules, regulations or requirements of the local Inspection and Rating Bureau, or any other similar body, and shall not do, nor permit anything to be done upon the Premises, or bring or keep anything thereon in violation of rules, regulations or requirements of the Fire Department, local Inspection and Rating Bureau, Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the rate of fire insurance application to the Building.

5.04 RULES CONCERNING USE OF PREMISES . Tenant agrees to abide by the Landlord’s rules concerning the use of the Premises. Such rules are attached hereto as Exhibit C.

5.05 ACCESS TO PREMISES . Tenant shall permit Landlord to erect, use and maintain pipes, ducts, wiring and conduits in and through the Premises. Landlord or its agents shall have the right to enter upon the Premises, to inspect the same, to perform janitorial and cleaning services and to make such decorations, repairs, alterations, improvements or additions to the Premises or the Building as Landlord may deem necessary or desirable, and Landlord shall be allowed to take all material into and upon said Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part and the rent reserved shall in no way abate while said decorations, repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise. If Tenant shall not be personally present to open and permit an entry into said Premises, at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or its agents may enter the same by a master key, or may forcibly enter the Premises, without rendering Landlord or such agents liable therefore (if during such entry Landlord or its agents shall accord reasonable care to Tenant’s property), and without in any manner affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligations, responsibility or liability whatsoever, for