Sequent III
FIFTH AMENDMENT TO LEASE
THIS AMENDMENT is made this 30 day of September 1997 by and between the
undersigned Landlord and Tenant.
RECITALS
A. Landlord and Tenant are parties to that certain Lease Agreement
dated July 28, 1988 (the "Lease Agreement") and the following documents (the
"Amendments") which amend such Lease Agreement (the Lease Agreement and all
such Amendments are herein collectively referred to as the "Lease"):
(a) First Amendment dated July 28, 1989;
(b) Second Amendment dated September 13, 1991;
(c) Third Amendment dated December 2, 1992; and
(d) Fourth Amendment dated April 5, 1993.
B. Landlord and Tenant desire to amend the Lease as set forth
herein.
NOW, THEREFORE, for good and valuable consideration, it is agreed as
follows:
1 Lease Revisions.
1.1 Exercise Notice. Section 6.2.1 of the Lease Agreement
is hereby deleted and the following is inserted in its place:
6.2.1 LESSEE must give written notice (herein the
"Notice") of the exercise of the Option to Purchase, which
Notice shall be delivered to LESSOR no earlier than May 31,
1997 nor later than September 30, 1997, and any attempted
exercise of the Option to Purchase at any other time shall
be null, void and of no legal effect; further, LESSEE must
simultaneously give "Notice" of the exercise of the "Option
to Purchase" under the Second Lease; and
1.2 Defined Term Change. All references in Sections 6.3.2 and
6.4.2 of the Lease Agreement to the "Expiration Date of the Initial Term" or
the "Expiration Date" are hereby changed to be references to April 1, 1998.
1.3 Delays in Closing. Section 6.4.2 of the Lease Agreement is
hereby deleted and the following is inserted in its place:
6.4.2 Delays in Closing. The Closing shall occur on April 1,
1998. LESSEE shall have no right to Close the purchase of the
Property absent simultaneously closing of the purchase of the
land and improvements covered by the Second Lease. Any
failure by LESSEE to close the purchase of the land and
improvements covered by the Second Lease on April 1, 1998 shall
be deemed a rescission of the exercise of the Option to Purchase
the Property pursuant to Section 6.8 below.
1.4 Rescission Election. A rescission election given pursuant to
Section 6.8.1.2 of the Lease Agreement shall not constitute an election to
renew the Lease Agreement. Accordingly, item (b) of Section 6.8.1.2 of the
Lease Agreement is hereby deleted. No rescission notice shall be valid
unless LESSEE simultaneously gives a rescission notice under Section 6.8.2
of the Second Lease.
1.5 Rescission Election -- Costs. Section 6.8.2 of the Lease
Agreement (including Sections 6.8.2.1, 6.8.2.2 and 6.8.2.3) is hereby deleted
and the following is inserted in its place:
6.8.2 Costs. LESSEE acknowledges that LESSOR shall incur
costs in connection with the exercise of the Option to Purchase.
In the event the Option to Purchase is exercised but LESSEE
subsequently rescinds such exercise pursuant to this Section 6.8,
then LESSEE shall pay to LESSOR, within five (5) days of written
request, an amount equal to (a) all such costs incurred by
LESSOR, including, but not limited to, appraisal costs, attorney
fees, and title report cancellation fees, (b) interest at the
rate set forth in Section 4.5 above from the date of payment of
each such cost by LESSOR to the date of full reimbursement of the
same by LESSEE, and (c) the sum of $500 per day from the date
that the Option to Purchase is exercised to the date that the
rescission notice is given.
1.6 Remedies. Section 6.9 of the Lease Agreement is hereby deleted
and the following is inserted in its place:
6.9 Remedies of Lessor. In the event LESSEE exercises the
Option to Purchase, and the action of purchase and sale of the
Property contemplated hereby does not Close when and as provided
herein for any reason attributable to LESSEE or any person or
entity in a relationship to LESSEE (except in the case of a
rescission allowed pursuant to Section 6.8.1 above), then such
event shall be treated as the giving by LESSEE of a rescission
notice under Section 6.8.1 above effective as of the later of
the date specified for Closing pursuant to Section 6.4.2 above
or the date that LESSOR gives to LESSEE written notice of
LESSEE's failure to Close. LESSOR shall accept the payment of
costs under Section 6.8.2 above as liquidated damages and as
its sole remedy for such a failure of LESSEE to Close.
1.7 Skybridge. The following is added at the end of the second
sentence of Section 47.3.4 of the Lease Agreement and is made a part of such
sentence:
provided, if LESSEE purchases the Property and the Second
Building simultaneously, the Skybridge shall be included in the
sale of the Property.
2 Status of Lease. Except as expressly amended hereby, the
Lease remains in full force and effect and is hereby ratified and affirmed.
IN WITNESS WHEREOF, this Amendment has been executed as of the date and
year indicated above.
LANDLORD: PRINCIPAL MUTUAL LIF INSURANCE
COMPANY, an Iowa corporation
By: /s/Xxxxxxx X. Xxxxx
Its: Assistant Director of
Commercial Real Estate/Equities
By: /s/Xxxxx X. Xxxxxx
Its: Assistant Director of
Commercial Real EState/Equities
PETULA ASSOCIATES, LTD., an Iowa
corporation
By: /s/Xxx Xxxxxxxx
Its: Vice President of Commercial
Real Estate
By: /s/Madban Xxxxxxxxxx
Its: Vice President
TENANT: SEQUENT COMPUTER SYSTEMS, INC.,
an Oregon Corporation
By: /s/Xxxx Xxxxx for Xxx Xxxx
Its: Vice President of Information
Services
