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EXHIBIT 10.12
FOURTH AMENDMENT TO LEASE AGREEMENT
This Fourth Amendment to Lease Agreement ("Fourth 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., District Court, Tulsa County, Oklahoma ("Receiver") and Systems &
Programming Resources of Tulsa, Inc., d/b/a SPR ("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"). RMM and Tenant thereafter entered into
an Amendment to Lease Agreement ("First Amendment") whereby the Lease Term (as
defined in the Original Lease) was extended and Tenant leased additional office
space ("First Additional Space") in the Building. The First Amendment amended
the Original Lease. RMM and Tenant thereafter entered into a Second Amendment
to Lease Agreement ("Second Amendment") whereby the Tenant leased additional
office space ("Second Additional Space") in the Building. The Second Amendment
amended the Original Lease as amended by the First Amendment. Receiver and
Tenant thereafter entered into a Third Amendment to Lease Agreement ("Third
Amendment") whereby the Lease Term was extended and the Tenant leased additional
office space ("Third Additional Space") in the Building. The Third Amendment
amended the Original Lease as amended by the First Amendment and the Second
Amendment. The Original Lease as amended by the First Amendment, the Second
Amendment, and the Third 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 Fourth
Amendment, but prior thereto, Tenant leases 11,064 square feet of Net Rentable
Area of office space in the Building which 11,064 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 January 1, 1998, will lease certain additional
office space ("Fourth Additional Space") in the Building consisting of 891
square feet of Net Rentable Area. From and after January 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 Additonal Space, and the Fourth
Additional Space and the Premises shall be as described on Exhibit "A" attached
hereto and made a part hereof. The Base Rental for the Premises shall be
subject to adjustment as provided in paragraph 6 of the Original Lease and as
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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, and the Third Amendment is
further amended to provide as follows:
BASE RENTAL SCHEDULE
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
January, 1998 through
May, 1999 (seventeen equal
monthly installments) 10,331.11
June, 1999, through
May, 2002 (thirty-six equal
monthly installments) 10,958.75
June, 2002, through
May, 2004 (twenty-four equal
monthly installments) 11,955.00
TOTAL BASE RENTAL BEFORE ADJUSTMENT $1,037,134.39
Therefore, as of January 1, 1998, Tenant will lease office space in the
Building totalling 11,955 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. Receiver shall pay up to $8,910 ("Allowance") for improvements
("Improvements") to be made in the Fourth Additional Space prior to Tenant's
occupancy thereof, including without limitation construction and space
planning, working drawings, and
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permits and supervision fees related to the construction and development of the
Fourth Additional Space. All of the Improvements will be constructed as
provided in Paragraph 12 of the Original Lease and shall be subject to
Receiver's prior written approval. Tenant shall pay upon demand from Receiver
in advance all costs for the Improvements in excess of the Allowance. Tenant
may have the existing fixtures and materials contained in the Fourth Additional
Space at the time of the execution of this Fourth Amendment (and not owned by
other tenants) reused in the Improvements. Fees for design services related to
the Fourth Additional Space may be paid from the Allowance. Any portion of the
Allowance not initially used for the purposes described above may be used for
future alterations and/or refurbishment of the Premises, all of which shall be
considered alterations for the purposes of Paragraph 12 of the Original Lease.
Any of the allowance provided for in the Third Amendment for improvements in
the Third Additional Space and not used for that purpose may be used by Tenant
for the Improvements. Except as otherwise stated in this paragraph, Receiver
shall be required to make no improvements to any part of the Premises. Subject
to the rights of other tenants of the Fourth Additional Space prior to
January 1, 1998, Tenant and its contractors, subcontractors, agents, and
employees may upon reasonable terms approved in advance by Receiver enter the
Fourth Additional Space prior to January 1, 1998, for the purpose of installing
furniture, fixtures, and equipment (including without limitation telephones)
without the obligation of Tenant to pay rent prior to January 1, 1998, in
excess of that shown on the Base Rental Schedule, but no such entry shall
disturb any current tenant of the Fourth Additional Space.
3. Tenant intends to sublease a portion of the Fourth Additional Space
to Xx XxXxxxxxx ("Subtenant") pursuant to the terms of a sublease "(Sublease")
between Tenant and Subtenant in the form attached hereto as Exhibit "B".
Receiver approves the sublease by Tenant to Subtenant pursuant to terms of the
Sublease of that portion of the Fourth Additional Space described in the
Sublease. By such approval Receiver does not approve any other sublease of any
part of the Premises by either Tenant or Subtenant.
4. All of the terms and provisions of the Leases, 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 Fourth
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.
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5. In the event of conflict between the terms and provisions of this
Fourth Amendment and the terms and provisions of the Lease, the terms and
provisions of this Fourth Amendment shall control.
6. Receiver's rights, obligations, and liabilities hereunder and with
regard to this Fourth 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 actually authorized to
make. A copy of the order appointing the Receiver as receiver is attached
hereto as Exhibit "C".
7. 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 1-28, 1998
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Xxxxx Argue
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Xxxxx Argue, Receiver
"Receiver"
Systems & Programming
Resources of Tulsa, Inc.
By Xxxx Hotcher
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Vice President
"Tenant"
TENANT
STATE OF OKLAHOMA )
COUNTY OF TULSA ) SS:
This instrument was acknowledged before me on this 4th day of December,
1997, by Xxxx Hotcher, as Vice President of Systems & Programming Resources of
Tulsa, Inc., a Delaware corporation.
[SIG]
(seal) ------------------------------
My commission expires: Notary Public
9-27-99
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