FOURTH AMENDMENT TO EQUIPMENT LEASE
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FOURTH AMENDMENT, dated as of June 27, 2000 (the "Fourth Amendment"),
to Equipment Lease dated July 18, 1991 (the "Equipment Lease") between PRC
Leasing, Inc., a corporation organized and existing under the laws of the
Commonwealth of Puerto Rico (herein called "Lessor"), and TII Industries, Inc.,
a corporation organized and existing under the laws of the State of Delaware and
authorized to do business in Puerto Rico (herein called "Lessee").
WHEREAS, Lessor and Lessee entered into an Equipment Lease dated July
18, 1991, as amended by a First Amendment dated as of July 18, 1992, a Second
Amendment dated as of February 25, 1993 and a Restated Third Amendment dated as
of December 14, 1993 (as amended to date, the "Equipment Lease"); and
WHEREAS, Lessee has determined to re-align its operations and, as a
result, is no longer in need of all of the Equipment presently subject to the
Equipment Lease; and
WHEREAS, Lessor is willing to amend the Equipment Lease to remove the
Equipment presently subject thereto from the Equipment Lease and agree to a
reduction in rent (equal to the annual rental amounts attributable to the
particular pieces of the Equipment being removed from the scope of the Equipment
Lease), all on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein as set forth, the parties agree hereto as
follows:
1. Amendment to Equipment Lease. The Equipment Lease is hereby amended
as of the date hereof as follows:
(a) Schedule A to the Equipment Lease is amended to read as
set forth in Exhibit A hereto;
(b) Section 4 of the Equipment Lease is deleted in its
entirety and the following new Section 4 is inserted in its
place:
4. Rents. Lessee shall pay as rent for the leasing of
the Equipment for the remaining term of the Lease following
the date of the Fourth Amendment of the Equipment Lease as
follows: (i) on July 18, 2001 (for the period from that date
through January 17, 2001), $69,737.94 and (ii) on January 18,
2001 (for the period from January 18, 2001 through the end of
the Lease term on July 17, 2001), $69,737.94.
2. Continued Occupancy of Space. Lessee agrees that Lessor may continue
to store the Equipment being removed from the Equipment Lease at Lessee's
premises in Puerto Rico pending their sale or other disposition by Lessor on a
rent-free basis in a separate area of Lessee's premises until same are sold,
leased to a third party or otherwise disposed of by Lessor.
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3. Terms. All capitalized terms used, but not defined in this Fourth
Amendment, herein shall be used as defined in the Equipment Lease.
4. Choice of Law. This Fourth Amendment shall be deemed to have been
executed and entered into in the Commonwealth of Puerto Rico and shall be
construed, enforced and performed in accordance with the laws thereof. 5.
Exclusion of Oral Statements. This Fourth Amendment contains all of the
agreements of the parties hereto with respect to the subject matter hereof. No
oral or other statements, proposals or other agreements with respect to the
subject matter hereof shall be binding on either of the parties hereto.
6. Agreement to Continue Equipment Lease as Amended. The Equipment
Lease, as amended hereby, shall remain and continue in full force and effect
after the date hereof.
PRC Leasing, Inc. TII Industries, Inc.
By: /s/ Alfred J. Roach By: /s/ Timothy J. Roach
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Alfred J. Roach Timothy J. Roach
President President
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