FIFTH AMENDMENT TO LEASE AGREEMENT
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This Fifth Amendment to Lease Agreement ("Fifth Amendment") is entered into
between Xxxxx Argue, as the duly appointed receiver in Case No. CJ-94-03054,
Fleet National Bank of Massachusetts v. Fourth Street Associates, et al.,
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District Court, Tulsa County, Oklahoma ("Receiver") and SPR Inc., formerly
known as Systems & Programming Resources of Tulsa, Inc. ("Tenant"). RMM
Corporation ("RMM") and Tenant entered into a Mid-Continent Tower Lease
Agreement ("Original Lease") dated August 29, 1994, whereby Tenant leased
certain office space ("Original Premises") in the Mid-Continent Tower Building,
401 South Boston, Tulsa, Oklahoma ("Building").
The Original Lease has been amended by the following amendments, each
amendment amending the Original Lease as amended by the previous amendments:
(a) Amendment to Lease Agreement ("First Amendment") pursuant to which the
Lease Term (as defined in the Original Lease) was extended and Tenant
leased additional office space ("First Additional Space") in the Building.
(b) Second Amendment to Lease Agreement ("Second Amendment") pursuant to
which Tenant leased additional office space ("Second Additional Space") in
the Building.
(c) Third Amendment to Lease Agreement ("Third Amendment") pursuant to
which the Lease Term was extended and Tenant leased additional office space
("Third Additional Space") in the Building.
(d) Fourth Amendment to Lease Agreement ("Fourth Amendment") pursuant to
which Tenant leased additional office space ("Fourth Additional Space") in
the Building and Tenant's sublease of a part of the Fourth Additional Space
was approved by Receiver.
The First Amendment and the Second Amendment were between RMM and Tenant. The
Third Amendment and the Fourth Amendment were between Receiver and Tenant.
The Original Lease as amended by the First Amendment, the Second Amendment,
the Third Amendment, and the Fourth Amendment is referred to herein as the
"Lease". The Lease as amended hereby is referred to herein as the "Amended
Lease". Receiver and Tenant wish to agree for the amendment of the Lease on the
terms and conditions set forth herein. At the date of the execution of this
Fifth Amendment Tenant leases 11,955 square feet of Net Rentable Area of office
space in the Building which
January, 1998, through
February, 1998 (two equal
monthly installments) 10,331.11
March, 1998, through
May, 1999 (fifteen equal
monthly installments) 16,636.07
June, 1999, through
May, 2002 (thirty-six equal
monthly installments) 17,646.75
June, 2002, through
May, 2004 (twenty-four equal
monthly installments) 19,251.00
TOTAL BASE RENTAL BEFORE ADJUSTMENT $1,547,597.79
Therefore, as of March 1, 1998, Tenant will lease office space in the Building
totalling 19,251 square feet of Net Rentable Area. Tenant's lease of the
Premises shall be under the terms and conditions of the Lease except as provided
for herein.
2. The Receiver shall make in the Fifth Additional Space the tenant
improvements ("Fifth Additional Space Tenant Improvements") shown on Exhibit "B"
hereto at the Receiver's sole cost. The Fourth Amendment provided that Receiver
would pay up to $8,910 ("Allowance") for tenant improvements in the Fourth
Additional Space. Tenant improvements have been made in the Fourth Additional
Space pursuant to the provisions of the Fourth Amendment but such improvements
in the Fourth Additional Space have not required the Receiver pay all of the
Allowance for those tenant improvements in the Fourth Additional Space. Receiver
shall not be required to make any further payments with regard to any tenant
improvements in the Fourth Additional Space and the Tenant releases Receiver
from any obligation to pay any part of the Allowance not yet paid by Receiver.
3. Tenant shall have the option ("Fifth Additional Space Termination
Option") to terminate its lease of the Fifth Additional Space as December 31st
of any of 1998, 1999, 2000, 2001, 2002, or 2003. The last day of the lease by
Tenant of the Fifth Additional Space if the Fifth Additional Space Termination
Option is exercised as provided in this Paragraph 3 is hereinafter referred to
as the "Fifth Additional Space Termination Date". The Fifth Additional Space
Termination Option shall be exercised by Tenant by delivering to Receiver at
least
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11,955 square feet of Net Rentable Area of office space comprise the Premises as
that term is used in the Lease.
Therefore, in consideration of the mutual promises and covenants contained
herein, the parties agree that the Lease is amended as follows:
1. Tenant effective March 1, 1998, will lease certain additional office
space ("Fifth Additional Space") in the Building consisting of 7,296 square feet
of Net Rentable Area and as described on Exhibit "A" hereto and made a part
hereof. From and after March 1, 1998, for the remainder of the Lease Term and
all extensions and renewals thereof, the Premises shall be comprised of the
Original Premises, the First Additional Space, the Second Additional Space, the
Third Additional Space, the Fourth Additional Space, and the Fifth Additional
Space. The Base Rental for the Premises shall be subject to adjustment as
provided in paragraph 6 of the Original Lease and as adjustment is otherwise
provided in the Amended Lease, including in the Third Amendment. The Base Rental
Schedule attached to the Original Lease as amended by the First Amendment, the
Second Amendment, the Third Amendment, and the Fourth Amendment is further
amended to provide as follows:
BASE RENTAL SCHEDULE
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Month Monthly Base Rental before adjustment
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October, 1994, through
August, 1995 (eleven equal
monthly installments) $ 2,480.50
September, 1995, through
May, 1996 (nine equal
monthly installments) 3,757.40
June, 1996, through
May, 1997 (twelve equal
monthly installments) 4,338.12
June, 1997, through
December, 1997 (seven equal
monthly installments) 9,561.14
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ninety (90) days but not more than one hundred eighty (180) days prior to the
Fifth Additional Space Termination Date both of (a) written notice of Tenant's
exercise of the Fifth Additional Space Termination Option ("Fifth Additional
Space Termination Notice"), including the Fifth Additional Space Termination
Date, and (b) payment of a sum ("Fifth Additional Space Termination Fee") equal
to two times the amount of the installment of Base Rental attributable to the
Fifth Additional Space which is to be paid in the month in which the Fifth
Additional Space Termination Date falls, in which event the lease by Tenant
of the Fifth Additional Space shall terminate on the Fifth Additional Space
Termination Date. The Fifth Additional Space Termination Notice and the Fifth
Additional Space Termination Fee must be delivered together to Receiver. Tenant
shall vacate the Fifth Additional Space on or before the Fifth Additional Space
Termination Date, such space upon such vacation to be in the same condition as
the condition required by the terms of the Amended Lease for the Premises upon
vacation at the expiration of the Lease Term. After the Fifth Additional Space
Termination Date the Fifth Additional Space shall no longer be a part of the
Premises. The Fifth Additional Space Termination Notice may not be delivered by
Tenant at any time when Tenant is in default under the Amended Lease. If the
Fifth Additional Space Termination Option is not exercised, the lease by Tenant
of the Fifth Additional Space shall continue hereunder for the complete Lease
Term. Tenant shall be liable for all Base Rental due and payable prior to the
Fifth Additional Space Termination Date, including any accelerated Base Rental,
but not for Base Rental attributable to the Fifth Additional Space and payable
after the Fifth Additional Space Termination Date. For the purposes of this
Paragraph 3, the amount of Base Rental before Basic Cost increase adjustment
attributable to the Fifth Additional Space shall be deemed to be (a) $6,304.96
for December, 1998; (b) $6,688.00 for December of each of 1999, 2000, and 2001;
and (c) $7,296.00 for December of each of 2002 and 2003. Once the Fifth
Additional Space Termination Option has been exercised, such exercise may not be
withdrawn or revoked. The parties agree that the Fifth Additional Space
Termination Fee is for the sole purpose of compensating Receiver for the loss he
will sustain from the early termination of the lease by Tenant of the Fifth
Additional Space, that it is a reasonable estimate of such loss, that it is not
a penalty, and that it is not paid in place of, but, rather, is in addition to,
the Base Rental installment to be paid in the month in which the Fifth
Additional Space Termination Date falls. The termination of the lease by Tenant
of the Fifth Additional Space under the provisions of this Paragraph 3 shall not
affect the liability of Tenant for its obligations under the Amended Lease with
regard to the Original Premises, the First Additional Space, the Second
Additional Space, the Third Additional Space, and the
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Fourth Additional Space, all of which shall, upon such termination, comprise the
Premises.
4. Paragraph 29 of the Original Lease is amended in its entirety to
state:
In the event of holding over by Tenant after expiration or other
termination of the term of this Lease, or in the event Tenant
continues to occupy the Premises after the termination of Tenant's
right of possession pursuant to Paragraph 26 (d)(ii) hereof, Tenant
shall, throughout the entire holdover period, pay rent equal on a per
diem basis to twice the amount of (a) the Base Rental and additional
Base Rental payable during the last full calendar month during the
Lease Term for which an installment of Base Rental was payable divided
by (b) the number of days in such calendar month. No holding over by
Tenant after the expiration of the Lease Term shall be construed to
extend the term of the Lease. The provision of this paragraph shall
not be in place of or in lieu of, but shall be in addition to, the
provisions of subparagraphs 26(a), 26(d), and 26(e).
5. Landlord acknowledges that Tenant's name has changed as set forth in
the first paragraph of this Amendment. Paragraph 36 of the Original Lease is
hereby amended to provide Tenant's current name.
6. All of the terms and provisions of the Lease, except as modified and
amended herein, shall remain in full force and effect and are hereby ratified
and confirmed by the parties hereto and Tenant acknowledges its liability as the
Tenant under the Amended Lease. The execution of this Fifth Amendment shall in
no event be deemed to constitute a waiver of any right or claim of Receiver
under or by virtue of the Lease except as specifically set forth herein.
7. In the event of conflict between the terms and provisions of this
Fifth Amendment and the terms and provisions of the Lease, the terms and
provisions of this Fifth Amendment shall control.
8. Receiver's rights, obligations, and liabilities hereunder and with
regard to this Fifth Amendment are solely in his capacity as receiver. Xxxxx
Argue, individually, shall not have rights, obligations, or liabilities
hereunder. Notwithstanding anything herein to the contrary, the Receiver conveys
herein only such rights as he has and makes such agreements, warranties,
representations, and provisions as he is
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actually authorized to make. A copy of the order appointing the Receiver as
receiver is attached hereto as Exhibit "C".
9. Neither the Amended Lease nor any of its components will be recorded
by Tenant or Receiver in the land records of Tulsa County, Oklahoma.
Dated 2-18-98, 1998.
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/s/ Xxxxx Argue
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Xxxxx Argue, Receiver
"Receiver"
SPR Inc.
By /s/ [ILLEGIBLE]^^
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_____ President
"Tenant"
TENANT
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STATE OF Oklahoma)
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COUNTY OF Tulsa ) SS:
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This instrument was acknowledged before me on this 18/th/ day of February,
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1998, by Xxxxxxx X. Xxxxxxxx, as ______ President of SPR Inc., a Public
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corporation.
/s/ Xxxxxx X. Xxxxxx
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Notary Public
(seal)
My Commission expires:
[SEAL]
December 15, 2000
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