Exhibit 99.5
FOURTH AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE
AND JOINT ESCROW INSTRUCTIONS
THIS FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT
ESCROW INSTRUCTIONS (this "Amendment") is made as of the 15th day of
February, 2000, by and between Inprise Corporation ("Seller") and
ScanlanKemperBard Companies, an Oregon corporation ("Buyer").
RECITALS
A. Buyer and Seller are parties to an Agreement of Purchase and
Sale and Joint Escrow Instructions, dated as of December 30, 1999, as
amended by a First Amendment to Agreement of Purchase and Sale and Joint
Escrow Instructions, dated as of January 27, 2000, a Second Amendment to
Agreement of Purchase and Sale and Joint Escrow Instructions, dated as of
February 8, 2000, and a Third Amendment to Agreement of Purchase and Sale
and Joint Escrow Instructions, dated as of February 11, 2000 ("Original
Agreement"), pursuant to which Seller agreed to sell to Buyer, and Buyer
agreed to purchase from Seller, certain real and personal property located
at 000 Xxxxxxxxxx Xxx, Xxxxxx Xxxxxx, Xxxxxxxxxx, and certain related
rights, all as more particularly described in the Original Agreement
(collectively, the "Property"); and
B. Buyer and Seller desire to amend the Original Agreement as
provided in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants and conditions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:
1. Definitions. Capitalized terms that are used but not defined
in this Amendment, shall have the respective definitions given to such
terms in the Original Agreement. As used herein, the term "Agreement" shall
mean the Original Agreement, as amended by this Amendment and any
subsequent amendments.
2. Extension of Contingency Deadline. The first (1st) sentence of
Section 4.1 of the Original Agreement is hereby deleted and, in lieu
thereof, the following shall be inserted: "Except as otherwise provided in
this Agreement, Buyer shall have until 5 p.m. (Pacific Time) on February
16, 2000 ('Contingency Deadline'), to review all materials provided or made
available by Seller to Buyer pursuant to the terms of this Agreement, to
review the state of title to the Property, to negotiate the Seller's Lease
and to perform such other due diligence with respect to the Property as
Buyer determines in its sole discretion to perform."
3. No Other Changes. Except as expressly modified or amended
by this Amendment, the Original Agreement shall remain in full force and
effect and be binding upon the parties in accordance with its terms.
4. Counterparts. This Amendment may be executed in two or more
counterparts each of which shall be an original and all of which together
shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
SELLER:
INPRISE CORPORATION, a Delaware
corporation
By /s/ Hobart McK. Birmingham
---------------------------------
Print Name: Hobart McK. Birmingham
Title: Chief Administrative Officer
BUYER:
SCANLANKEMPERBARD COMPANIES, an
Oregon corporation
By /s/ Xxxxxx Xxxxxxx
---------------------------------
Print Name: Xxxxxx Xxxxxxx
Title:
