FIFTH AMENDMENT TO LEASE
THIS FIFTH AMENDMENT TO LEASE is made as of March 26, 1998 between PETULA
ASSOCIATES, LTD., an Iowa corporation, EQUITY FC, LTD., an Iowa corporation,
tenants-in-common (collectively, "Landlord"), and SEQUENT COMPUTER SYSTEMS,
INC., an Oregon corporation ("Tenant").
RECITALS
A. Landlord and Tenant are parties to that certain Lease Agreement dated
June 10, 1991 (the "Lease Agreement") and the following documents (the
"Amendment"), which amend such Lease Agreement (the Lease Agreement
and all such Amendments are herein collectively referred to as the
"Lease"):
1. First Amendment dated October 31, 1991;
2. Second Amendment dated May 6, 1992;
3. Third Amendment dated January 8, 1993; and
4. Fourth Amendment dated July 21, 1995.
B. Capitalized terms not defined in this Amendment have the meanings set
forth in the Lease.
C. Landlord and Tenant desire to amend the Lease as set forth herein.
AGREEMENT
In consideration of the mutual covenants contained in this Amendment,
Landlord and Tenant agree to amend the Lease as follows:
1. Traffic Signal. Landlord and Tenant agree that the cost to install a
traffic signal (the "Signal") at the intersection of Xxxx Parkway, Xxxxxx
Road and SW 150th Avenue shall be treated as a Special Common Area Assessment
pursuant to the Declaration of Covenants, Conditions and Restrictions dated
March 12, 1986, as amended by First Amendment thereto dated October 28, 1996
and Section Amendment thereto dated March 13, 1998 (collectively, the
"Declaration"), which Declaration encumbers the Property and other property.
Once the Signal has been installed and is operational (the "Signal
Completion Date"), Landlord shall furnish to Tenant a statement in
commercially reasonable detail showing the portion of the cost to install
such Signal (the "Signal Cost") that is allocated to the Property as a
Special Common Area Assessment pursuant to the Declaration and, upon request
from Tenant, shall furnish copies of invoices received and paid by Landlord
in connection with the installation of the Signal. Tenant agrees to
reimburse Landlord for the portion of the Signal Cost allocated to the
Property, provided, however, that, except as provided herein, Tenant shall
not be required to pay such cost in a lump sum, but rather such cost,
together with a financing charge of ten percent (10%) per annum, shall be
amortized over an estimated useful life of ten (10) years and Tenant shall
reimburse Landlord for such cost by paying Landlord in equal monthly
installments beginning on the first day of the second calendar month
following the Signal Completion Date (or on the first day of the next
calendar month if the Signal Completion Date is the first day of a calendar
month) and on the first day of each month thereafter during the remaining
term of this Lease that portion of such cost attributable to the month
preceding such payment based on such amortization plan. If the Signal
Completion Date is a day other than the first day of a calendar month, then
on the first day of the calendar month following the Signal Completion Date,
Tenant shall pay to Landlord interest at the rate provided herein from the
Signal Completion Date through the last day of the month in which the Signal
Completion Date occurs. In the alternative, Tenant shall have the right to
prepay all or any portion of the outstanding balance of such cost at any time
without any prepayment charge. If Tenant purchases the Property pursuant to
the Option to Purchase in this Lease and the Signal has been installed and is
operational, upon the closing of such purchase Tenant shall pay to Landlord
the outstanding balance of the Signal Cost allocated to the Property. If
Tenant does not purchase the Property pursuant to the Option to Purchase in
this Lease and this Lease expires or otherwise terminates, the (i) Tenant
shall pay to Landlord within ten (10) days of such expiration or termination
that portion of the Signal Cost allocated to the Property that is
attributable to the period commencing with the first day of the month in
which this Lease expires or otherwise terminates, and (ii) Tenant's
obligation to reimburse Landlord for the remaining balance of the Signal Cost
allocated to the Property shall cease upon such expiration or termination of
this Lease, provided, however, that if this Lease terminates due to the
default of Tenant, Landlord may recover from Tenant the unpaid portion of the
Signal Cost allocated to the Property, if any, in addition to other amounts
allowed under Section 20.2 of this Lease. Nothing herein shall be deemed an
agreement by Tenant that the cost of any other traffic signal(s) installed
near the Property in the future should be passed through to Tenant under this
Lease.
2. STATUS OF LEASE. Except as expressly amended hereby, the Lease remains
in full force and effect and is hereby ratified and affirmed.
3. COUNTERPARTS. This Amendment may be executed simultaneously or in
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same Amendment.
4. FACSIMILE TRANSMISSION. Facsimile transmission of any signed original
document, and retransmission of any signed facsimile transmission,
shall be the same as delivery of an original. At the request of either
party, the parties shall confirm facsimile transmitted signatures by
signing an original document.
IN WITNESS WHEREOF, this Eighth Amendment to Lease has been executed as of
the date set forth above.
LANDLORD: PETULA ASSOCIATES, LTD., an Iowa corporation
By:
Name:
Title:
By:
Name:
Title:
EQUITY FC, LTD., an Iowa corporation
By:
Name:
Title:
TENANT: SEQUENT COMPUTER SYSTEMS, INC., an Oregon corporation
By: /s/ XXXXXX X. XXXX
Name: XXXXXX X. XXXX
Title: VICE PRESIDENT & CIO
