1
EXHIBIT 10.14
ASSIGNMENT OF LEASE
AND CONSENT TO ASSIGNMENT
THIS ASSIGNMENT OF LEASE AND CONSENT TO ASSIGNMENT (this "Assignment")
is made and entered into effective as of this 2nd day of July, 1996, by and
among The Sobrato Group, a California Limited Partnership ("Landlord"), whose
address is 10600 N. De Anza Blvd., Suite 200, Cupertino, CA 95014, Censtor
Corporation, a California corporation ("Assignor"), whose address is 2105
Hamilton Avenue, Suite 270, San Jose, CA 95125, and Read-Rite Corporation, a
Delaware Corporation ("Assignee"), whose address is 345 Los Coches Street,
Milpitas, CA 95035, who agree as follows.
1. Recitals. This Assignment is made with reference to the following
facts and objectives:
a. Landlord and Assignor, as tenant, entered into a written Lease
dated November 28, 1983 ("the Lease"), in which Landlord leased to Assignor
and Assignor leased from Landlord premises located in the City of San Jose,
County of Santa Clara, California, as more particularly described in the Lease
("Premises"). A copy of the Lease and all amendments thereto is attached
hereto as Exhibit "A" and incorporated herein by this reference.
b. Assignor now desires to assign all its right, title, and interest
in the Lease to Assignee.
c. Landlord shall consent to the proposed assignment on the
conditions set forth in this Assignment.
2. Effective date of assignment: The assignment of the Lease shall take
effect on July 2, 1996, and Assignor shall give possession of the Premises to
Assignee on that date.
3. Assignment and assumption: Assignor assigns and transfers to
Assignee all its right, title, and interest in the Lease, and Assignee accepts
the assignment and assigns and agrees to perform, as a direct obligation to
Landlord, all the obligations of "Lessee" under the Lease arising under the
Lease from and after the effective date of this Assignment.
2
4. Landlord's consent: Landlord consents to the assignment without
waiver of the restriction concerning further assignment.
5. Tenant Improvements: Neither Landlord nor Assignor has agreed to
perform or install any tenant improvements for the benefit of Assignee.
6. Assignor's liability: Assignor shall remain liable for the
performance of the provisions of the Lease.
7. Assignor's and Landlord's Estoppel: Assignor and Landlord hereby
certify to the best of their knowledge the following facts:
a. The copy of the Lease attached as Exhibit "A" is a true and
complete copy of the Lease, including all modifications and amendments thereto.
b. The term of the Lease commenced on June 1, 1984 and will expire
on July 31, 1998. The Lease contains one three-year option to extend the term
which has not been exercised and which is subject to all other terms and
conditions of Section 28 of the Lease.
c. The base rent under the Lease is $37,836.60 per month through
July 31, 1996; $39,828.00 per month from August 1, 1996 through July 31, 1997;
and $41,819.40 per month from August 1, 1997 through July 31, 1998. Assignor is
current in its payment obligation respecting rent and any other required
payments.
d. Neither Landlord nor Assignor is in default under any provision
of the Lease, nor is there any condition which, through the passage of time or
otherwise, would constitute a default under the Lease.
e. Assignor and Landlord acknowledge that Assignee may rely upon the
representations contained in this Section 7 in entering into and accepting
assignment of the Lease.
8. Assignee to hold Assignor harmless: If Assignee defaults under the
Lease, Assignee shall indemnify and hold Assignor harmless from all damages
resulting from the default. If Assignee defaults in its obligations under the
Lease and Assignor pays rent to Landlord or fulfills any of Assignee's other
obligations in order to prevent Assignee from being in default, Assignee
immediately shall reimburse Assignor for the amount of rent or costs incurred
by
3
Assignor in fulfilling Assignee's obligations under this Assignment, together
with interest on those sums at the rate of 10% per annum. Notwithstanding the
foregoing, however, Assignee shall have no liability to Assignor with respect
to any defaults or other matters under the Lease which are attributable to acts
or omissions of Assignee prior to the effective date of the Assignment.
9. Default of Lease: Notice to Assignor:
a. Notice to Assignor: Landlord will send to Assignor any notice of
default that Landlord sends to Assignee.
b. Assignor's remedies against Assignee. If Assignee defaults under
the Lease, Assignor shall have all rights against Assignee that are available
by law and those contained in the Lease, including, without limitation,
Assignor's right to reenter and retake possession of the Premises from Assignee.
10. Security deposit: The parties acknowledge that Landlord now holds
the sum of thirty-six thousand, eight hundred and forty-one dollars
($36,841.00) as a security deposit, to be applied subject to the provisions of
the Lease. Assignor releases all claims to that sum, and the sum shall be held
by Landlord for the benefit of Assignee, subject to the provisions of the Lease.
11. Amendment of Lease: Landlord and Assignee shall not enter into any
agreement that amends the Lease without Assignor's consent. Any amendment of
the Lease in violation of this provisions shall have no force or effect on
Assignor.
12. Miscellaneous
a. Attorneys' fees. If any party commences an action against any of
the parties arising out of or in connection with this Assignment, the
prevailing party or parties shall be entitled to recover from the losing party
or parties reasonable attorneys' fees and costs of suit.
b. Notice. Any notice, demand, request, consent, approval, or
communication that any party desires or is required to give to the other
parties or any other person shall be in writing and either served personally or
sent by prepaid, first-class mail. Any notice, demand, request, consent,
approval, or communication that any party desires or is required to give to the
other parties shall be addressed to the other parties at the addresses set
forth in the introductory
4
paragraph of this Assignment. Any party may change its address by notifying the
other parties of the change of address. Notice shall be deemed communicated
within three (3) days from the time of mailing if mailed as provided in this
paragraph.
c. Successors. This Assignment shall be binding on and inure to the
benefit of the parties and their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
effective as of the date first set forth above.
LESSOR: ASSIGNOR:
The Sobrato Group Censtor Corporation
By: /s/ J.M. Sobrato By: /s/ R. M. Krapf
------------------------- --------------------------
Title: General Partner Title: President, CEO
---------------------- --------------------
ASSIGNEE:
Read-Rite Corporation
By: /s/ Rex S. Jackson
-------------------------
Rex S. Jackson
Title: Vice President & General Counsel
----------------------------------