Sequent I
SEVENTH 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 May 8, 1987 (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 December 29, 1987;
(b) Second Amendment dated July 28, 1988;
(c) Third Amendment dated July 28, 1989;
(d) Fourth Amendment dated September 20, 1991;
(e) Fifth Amendment dated December 2, 1992; and
(f) Sixth 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 June 30, 1999 nor later
than October 31, 1999, and any attempted exercise of the Option
to Purchase at any other time shall be null, void and of no
legal effect; 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 May 1, 2000.
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 May 1, 2000.
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. However, a rescission election given
pursuant to Section 6.8.1.2 of the Lease Agreement shall constitute the
election by LESSEE and LESSOR to extend the initial term of the Lease for one
additional year from September 30, 2000 to September 30, 2001 on the same
terms and conditions, including continued payment of Basic Rent at the rate
established for Period 6.
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 transaction 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.
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: PETULA ASSOCIATES, LTD., an Iowa
corporation, and XXXX WOODSIDE
ASSOCIATES, a California general
partnership, tenants-in-common,
doing business as XX XXXXXXXX
PETULA ASSOCIATES, LTD., an Iowa
corporation
By: /s/Xxx Xxxxxxxx
Its: Vice President
By: /s/Xxxx Xxxxx Xxxxx
Its: Counsel
TENANT: SEQUENT COMPUTER SYSTEMS, INC.,
an Oregon corporation
By: /s/Xxxx Xxxxx for Xxx Xxxx
Its: Vice Presidnet of Information
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