FOURTH AMENDMENT TO LEASE
THIS FOURTH AMENDMENT TO LEASE is made and entered into as of the 18th
day of September, 1996, between UNITED INSURANCE COMPANY OF AMERICA, as
"Landlord", and QUIXOTE CORPORATION, as "Tenant".
WHEREAS, Landlord and Tenant previously entered into a Lease (the
"Lease"), pursuant to which Landlord leased to Tenant, and Tenant leased from
Landlord, the premises commonly known as Suite 3000 on the 30th floor of the
Xxx Xxxx Xxxxxx Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx, on the terms and conditions
therein set forth.
WHEREAS, Landlord and Tenant thereafter entered into an amendment to the
Lease (the "First Lease Amendment");, pursuant to which Suite 2320, located on
the 23rd floor of the Xxx Xxxx Xxxxxx Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx, was
added to the Premises under the Lease, on the terms and conditions set forth
in the First Lease Amendment.
WHEREAS, Landlord and Tenant thereafter entered into a second amendment
to the Lease (the "Second Lease Amendment"), pursuant to which Suite 2320 was
deleted from the Premises under the Lease, on the terms and conditions set
forth in the Second Lease Amendment.
WHEREAS, Landlord and Tenant thereafter entered into a third amendment
to the lease (the "Third Lease Amendment"), pursuant to which Suite 2900,
located on the 29th floor of the Xxx Xxxx Xxxxxx Xxxxx Xxxxxxxx, Xxxxxxx,
Xxxxxxxx, was added to the Premises under the Lease, on the terms and
conditions set forth in the Third Lease Amendment.
WHEREAS, Tenant has expressed it desire to add additional space to the
Premises under the Lease, and Landlord and Tenant have reached an agreement
with respect thereto.
NOW, THEREFORE, in consideration of the reciprocal agreements herein
contained, and other good and valuable consideration, the adequacy and receipt
whereof hereby is acknowledged, the parties hereto agree as follows:
1. The above recitals are incorporated in and made an express part of
this Fourth Amendment to Lease.
2. As of October 1, 1996, certain space located on the 29th floor of
the Xxx Xxxx Xxxxxx Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx, known as Suite 2910 and
shown on Exhibit A-3 attached hereto and made a part hereof (the "Expansion
Space") shall be added to the Premises under the Lease.
3. Effective October 1, 1996, the Base Rent that is payable by Tenant
under the Lease shall be increased by the following amounts for the following
periods:
DATE ANNUAL RENT MONTHLY RENT
---- ----------- ------------
10/1/96 - 9/30/97 $15,080.00 $1,256.67
10/1/97 - 9/30/98 $15,381.60 $1,281.80
10/1/98 - 9/30/99 $15,689.23 $1,307.44
10/1/99 - 9/30/00 $16,003.02 $1,333.58
10/1/00 - 9/30/01 $16,323.08 $1,360.26
10/1/01 - 9/30/02 $16,649.54 $1,387.46
10/1/02 - 9/30/03 $16,982.53 $1,415.21
10/1/03 - 2/28/04 $17,322.18* $1,443.51
* on an annualized basis
If the Expansion Space is ready for occupancy hereunder and Tenant takes
possession of the same prior to October 1, 1996, the
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Base Rent shall be increased for the period prior to October 1, 1996 by an
amount equal to $1,256.67 divided by 31 multiplied by the number of remaining
days in October of 1996 from and after the date that Tenant takes possession;
and Tenant's Proportionate Share shall be increased as hereinafter provided
as of the date that Tenant so takes possession.
4. Effective October 1, 1996, Tenant's Proportionate Share of
Additional Rent under the Lease shall be increased by 0.005841.
5. If Tenant so requests (in writing) of Landlord on or before April
1, 1997, and if Tenant obtains approved Plans therefor on or before May 1,
1997, Landlord shall cause the Expansion Space to be improved in accordance
with the terms and conditions of the Work Letter which is attached hereto and
made a part hereof. If Tenant does not so request that the Expansion Space
be improved or does not obtain approved Plans therefor, as aforesaid, the
amount of the "construction allowance" set forth in the Work Letter shall be
credited against the next Rent payments that otherwise would be due from
Tenant. Likewise, if the Expansion Space is improved as herein provided, but
the cost of the Work performed pursuant to the Work Letter is less than the
amount of the "construction allowance" set forth therein, the unused portion
of the "construction allowance" shall be credited against the next Rent
payments that otherwise would be due from Tenant.
6. Except as expressly stated herein, the Lease shall be and remain in
full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to
Lease as of the date and year above first written.
LANDLORD: TENANT:
UNITED INSURANCE COMPANY QUIXOTE CORPORATION
OF AMERICA
By:/s/Xxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------- ------------------------------
Its: Vice President Its: Cheif Financial Officer
Vice President & Controller
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EXHIBIT B
Attached to and forming part of the Lease by and between UNITED INSURANCE
COMPANY OF AMERICA, Landlord, and QUIXOTE CORPORATION, Tenant, leasing Suite
2910 on the 29th floor of the ONE EAST XXXXXX BUILDING.
WORK LETTER
RE: ONE EAST XXXXXX BUILDING
Gentlemen:
You ("Tenant") and we ("Landlord") are executing simultaneously herewith
a written lease (the "Lease") covering the space referred to above, as more
particularly described in the Lease (the "Premises").
To induce Tenant to enter into the Lease and in consideration of the
mutual covenants therein and hereinafter contained, Landlord and Tenant
mutually agree as follows:
1. Landlord, at its expense up to a maximum expenditure of
$36,192.00, will improve the Premises utilizing skilled tradesmen
practicing good workmanship and using good quality materials and will
deliver the Premises to Tenant, free and clear of all liens and
encumbrances arising from the performance of the Work, according to the
plan and specifications to be prepared by an architect mutually
acceptable to Landlord and Tenant ("Plans"). Any amendments to the
Plans shall not change the scope of the Work or the character and
design of the Premises as reflected in the original Plans and shall not
require any structural alterations, any alterations to any HVAC,
electrical or plumbing or other systems servicing portions of the
Building other than the Premises, or any alterations involving
washrooms or public areas on the 29th floor. The original Plans and
all amendments thereto must be approved in writing by Landlord, which
approval will not be unreasonably withheld. All labor, services and
materials required by the Plans are herein referred to as "the Work".
All costs in excess of said $36,192.00 shall be paid by Tenant.
Tenant agrees to deposit into an escrow account with Landlord, no later
than five (5) business days after any such excess is estimated, an
amount equal to such excess or additional costs. Periodic payments
shall be made to Landlord out of the escrow in sufficient time to allow
Landlord to make payments for such excess.
Upon substantial completion, the Architect, Landlord and Tenant
shall inspect the Premises and prepare and sign a "punchlist" setting
forth all incomplete or defective work items, which Landlord will use
its best efforts to repair
EXHIBIT B - PAGE 1
and/or correct or to cause to be repaired and/or corrected within sixty
(60) days, subject to labor problems, availability of materials,
weather conditions, acts of God, transportation problems and
other causes beyond Landlord's reasonable control.
Landlord agrees to repair and/or correct or cause to be repaired and/or
corrected any latent defects in labor or materials furnished by Landlord in
the improvement of the Premises which are discovered and reported in writing
to Landlord within thirty (30) days after the substantial completion of all of
the Work. Landlord will use its best efforts to correct any such latent
defects within thirty (30) days after notice of such defect is received.
Upon completion of the foregoing repair and corrective work, Landlord
will assign to Tenant, to the fullest extent assignable, all manufacturer's
and contractor's warranties and guarantees with respect to the Work. To the
extent not assignable, Landlord agrees to make or allow Tenant in Landlord's
name to make all claims under such warranties and guarantees.
2. Tenant shall have the right to inspect the Work from time to time,
provided that Tenant does not interfere with the progress of the Work.
3. All procedures and requirements relating to extras, changes and
deletions in the Work, and the costs thereof, shall be governed by the terms
of the construction contract documents. No extras, changes, or deletions in
the Work shall be permitted without the prior written consent of Landlord,
unless required by manufacturer's recommendations or instructions, by statute,
law, ordinance or governmental regulation, by unavailability of equipment or
materials, or by necessity to provide a proper finished product. No extras,
changes, or deletions in the Work materially affecting any structural
elements, windows, elevators or HVAC, electrical, plumbing or other systems
serving portions of the Building other than the Premises or affecting the
cost, scope, character or design of the Work shall be permitted without the
prior written consent of Landlord, which Landlord may withhold in its sole
discretion.
4. Miscellaneous:
a. The Work shall be done by Landlord and/or its designers,
contractors and subcontractors, in accordance with the terms,
conditions, and provisions herein contained.
b. Except as herein expressly set forth, Landlord has no
agreement with Tenant and has no obligation to perform or provide any
other work with respect to the Premises.
Any other work in the Premises which may be permitted by
Landlord pursuant to the terms and
EXHIBIT B - PAGE 2
conditions of the Lease shall be done at Tenant's sole cost and expense
and in accordance with the terms and conditions of the Lease and this
Work Letter (to the extent applicable).
c. If the Plans for the Work require construction or
installation of more fire hose cabinets than the number regularly
provided by the Landlord in the core of the Building, the Tenant agrees
to pay all costs and expenses in connection with the construction or
installation of such additional fire hose cabinets.
d. Under no circumstances shall the Lease Commencement Date or
Tenant's obligation to commence paying rent be delayed in whole or in
part because of any delay or cost arising or incurred in connection
with any extra, change or deletion requested or caused by Tenant or its
agents or contractors at any time to any of the Work.
e. Time is of the essence under this Agreement.
f. Any person signing this Letter of Agreement on behalf of the
Tenant warrants and represents that he has the express authority of
Tenant to do so.
g. This Work Letter shall not be deemed applicable to any
additional space added to the original Premises at any time, whether by
any options under the Lease or otherwise, or to any portion of the
original Premises or any additions thereto in the event of a renewal or
extension of the original Term of the Lease, whether obtained pursuant
to any options under the Lease or otherwise, unless expressly so
provided in the Lease or a written amendment or supplement thereto.
h. This Letter of Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns.
UNITED INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxx Xxxxxxxx
-----------------------------
Date: December 10, 1996
AGREED TO AND ACCEPTED THIS
4th DAY OF December, 1996.
QUIXOTE CORPORATION
By:/s/ Xxxxxx X. Xxxxx
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EXHIBIT B - PAGE 3
