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EXHIBIT 10.27
SUBLEASE AGREEMENT
I. DEFINED TERMS
Base Rent:
MONTHS MONTHLY
BASE RENT
1-12 $ 56,160
13-24 $ 74,880
25-36 $ 93,600
37-48 $102,960
49-60 $107,640
61-72 $112,320
73-84 $117,000
85-96 $121,680
97-108 $126,360
109-120 $131,040
121-123 $135,720
Broker:
Sublessor's
Broker: Grubb & Ellis Company Commercial
Real Estate Services (Bruce M.
Horton) and Colliers Parrish International
Sublessee's
Broker: MacMillan, Moore & Buchanan (Dave
Gray)
Commencement
Date: December 1, 1996
Effective
Date: September __, 1996.
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Expiration
Date: February 28, 2007.
Landlord: Sobrato Interests II, a California general
partnership
Master
Lease: That certain Lease dated October 30, 1986 between
Landlord, as landlord, and Sublessor, as tenant.
Permitted
Uses: General office use, developing, assembling,
operating and selling computers and computer
parts, accessories, manuals and software and
ancillary uses.
Premises: That certain real property described in Exhibit A
attached hereto, together with the approximately
93,600 square foot building (the "Building")
thereon known as 2231 Lawson Lane in Santa Clara,
California
Security
Deposit: $135,720
Sublessee: INTEGRATED SILICON SOLUTION, INC., a Delaware
corporation
Sublessee's
Address: prior to the Commencement Date:
680 Almanor Avenue
Sunnyvale, California 94086
Attn: Mr. Gary Fischer
Executive Vice President and Chief
Financial Officer
Phone: (408) 774-4612
Fax: (408) 749-1977
as of the Commencement Date:
2231 Lawson Lane
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Santa Clara, California
Attn: Mr. Gary L. Fischer
Executive Vice President and Chief
Financial Officer
Phone: (408) 774-4612
Fax: (408) 749-1977
Sublessor: AMDAHL CORPORATION, a Delaware corporation
Sublessor's
Address: 1250 East Arques Avenue
Mail Stop 110
P.O. Box 3470
Sunnyvale, California 94088-3470
Attn: Director, Corporate Real Estate
Phone: (408) 746-6639
Fax: (408) 746-6100
Term: One Hundred Twenty-Three (123) Months
Exhibits: Exhibit A - Premises Legal Description
Exhibit B - Master Lease
Exhibit C - Work Letter
Exhibit D - Permitted Hazardous Materials
Schedules: Schedule 1 - Electrical Equipment
II.
THIS SUBLEASE AGREEMENT ("Sublease") is entered as of the
Effective Date by and between Sublessor and Sublessee.
THE PARTIES ENTER this Sublease on the basis of the following
facts, understandings and intentions:
A. Sublessor is presently a lessee of the Premises
pursuant to the Master Lease by and between Landlord and Sublessor. A copy of
the Master Lease, together with all exhibits and addenda thereto is attached
hereto as Exhibit B.
B. Sublessor desires to sublease the Premises to
Sublessee and Sublessee desires to sublease the Premises from
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Sublessor on all of the terms, covenants and conditions hereinafter set forth.
C. All of the terms and definitions in the Defined Terms section are
incorporated herein by this reference.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises
of the parties, the parties hereto agree as follows:
1. SUBLEASE OF PREMISES.
2.
1.1 SUBLEASE. As of the Commencement Date, Sublessor shall
sublease to Sublessee, and Sublessee shall sublease from Sublessor, the Premises
for the Term upon all of the terms, covenants and conditions herein contained.
In addition, Sublessor shall lease to Sublessee, and Sublessee shall lease from
Sublessor, any and all permanent improvements ("Improvements") on the Premises
constructed and/or owned by Sublessor, along with any and all mechanical and
electrical equipment (the "Electrical Equipment") located in the Premises as of
the Commencement Date of the Lease (which Electrical Equipment shall, in any
event, include those items listed on Schedule 1 attached hereto) upon all of the
terms, covenants and conditions herein contained. As used herein, "Premises"
shall include the Premises, Improvements and Equipment.
1.2 DELAY IN DELIVERY OF PREMISES. If Sublessor, for any
reason whatsoever, cannot deliver possession of the Premises to Sublessee on or
before the Commencement Date, this Sublease shall not be void or voidable nor
shall Sublessor be liable to Sublessee for any resulting loss or damage.
However, Sublessee shall not be liable for any Rent and the Commencement Date
shall not occur until the Premises are Substantially Complete (as defined in the
Work Letter), except that if Sublessor's failure to Substantially Complete the
Premises by the Commencement Date is attributable to any action or inaction by
Sublessee (including without limitation any Sublessee Delay described in the
Work Letter attached this Sublease), then the Commencement Date shall not be
advanced to the date on which possession of the Premises is tendered to
Sublessee, and Sublessor shall be entitled to full performance by Sublessee
(including the payment of Rent) from the date the Premises would have been
Substantially Complete but for such Sublessee Delays. Notwithstanding the
foregoing, in the event that (a) Sublessee is not then in default under the
terms of this Sublease beyond any applicable cure period, (b) the Premises are
not Substantially Complete on or before January 31, 1997, as such date may be
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extended for events of "Sublessee Delay" (as defined in the Work Letter) (the
"Drop Dead Date"), then Sublessee, as its sole and exclusive remedy (except as
provided for below), shall be entitled to terminate this Sublease by providing
Sublessor with written notice thereof no later than February 15, 1997; provided
that such written notice shall be null and void, and this Sublease shall
continue to be in full force and effect, if Sublessor Substantially Completes
the Premises within ten (10) business days of the date Sublessor receives such
written notice from Sublessee. If Sublessee shall terminate this Sublease
pursuant to this Section 1.2 then Sublessor shall return the Security Deposit,
any prepaid Rent and any other sums previously paid by Sublessee to Sublessor in
connection with this Sublease, to Sublessee within twenty (20) days thereof and
any and all obligations, rights and liabilities of the parties hereto shall
terminate and be forever null and void. Notwithstanding the foregoing, if the
Premises are not Substantially Complete on the Drop Dead Date and Sublessee does
not terminate this Sublease as provided for above, then interest will accrue
from the date such amounts were delivered to Sublessor to the date the Premises
are Substantially Complete at a rate equal to eight percent (8%) per annum on an
amount equal to the sum of the first month's Base Rent, the Security Deposit and
the Cash Payment (as defined in Section 5.a. of the Work Letter), and the
Sublessee's obligation to pay the next installment of Base Rent coming due
hereunder shall be credited by the amount of such interest. If Sublessee does
terminate this Sublease based on the failure of Sublessor to deliver the
Premises to Sublessee by the Drop Dead Date, Sublessor shall pay Sublessee
interest on all sums previously paid by Sublessee to Sublessor in connection
with the Sublease from the date delivered to Sublessor until the date Sublessor
returns such previously paid sums to Sublessee with interest thereon as required
hereunder.
1.3 EARLY ENTRY. Notwithstanding anything to the contrary
herein, provided that the written consent of Landlord to this Sublease has been
received by Sublessor and Sublessee, Sublessee shall have the right to occupy
the Premises five (5) business days prior to the Commencement Date for the
purpose of installing furniture, cabling and personal property on the Premises
and Sublessee's contractor shall be allowed to enter the Premises fifteen (15)
business days prior to the Commencement Date for the purpose of installing data
and telephone lines, provided that: (i) Sublessee's early entry shall not
interfere with any of Sublessor's activities on the Premises during such period;
(ii) Sublessee shall give Sublessor written notice of such entry at least five
(5) days in advance; (iii) such entry on the Premises shall be of the terms of
this Sublease, except that Sublessee shall not be required to pay any monthly
Base Rent
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hereunder during any period of early entry if Sublessee is not conducting
Sublessee's business on the Premises; (iv) during the last five (5) business
days of early occupancy, Tenant shall arrange to have all utilities services,
including but not limited to storm and sanitary sewer service, gas, electric,
domestic and irrigation water and trash billed directly to Sublessee for payment
or, at Landlord's option, reimburse Sublessor for the cost thereof (provided
that, if Sublessor continues to occupy the Premises during the last five (5)
business days prior to the Commencement Date, then the cost of such utilities
during such five (5) business day period shall be equitably proportioned between
Sublessor and Sublessee, acting in good faith, in proportion to the
proportionate use of such utilities between the parties); and (v) Sublessee
shall provide Sublessor before such early entry with certificates of the
insurance required of Sublessee pursuant to the terms of this Sublease.
1 CONDITION OF PREMISES.
2.1 PHYSICAL CONDITION. As of the Effective Date, Sublessee
acknowledges that Sublessee shall have conducted Sublessee's own investigation
of the Premises and the physical condition thereof, including accessibility and
location of utilities, improvements, existence of hazardous materials, including
but not limited to asbestos, asbestos containing materials, polychlorinated
biphenyls (PCB) and earthquake preparedness, which in Sublessee's judgment
affect or influence Sublessee's use of the Premises and Sublessee's willingness
to enter this Sublease. Sublessee recognizes that Sublessor would not sublease
the Premises except on an "as is" basis and acknowledges that Sublessor has made
no representations of any kind in connection with improvements or physical
conditions on, or bearing on, the use of the Premises. Sublessee shall rely
solely on Sublessee's own inspection and examination of such items and not on
any representations of Sublessor, express or implied. Sublessee further
recognizes and agrees that neither Sublessor nor Landlord shall be required to
perform any work of construction, alteration or maintenance of or to the
Premises, except as is provided for in this Sublease or in Exhibit C attached
hereto. The foregoing is not intended to and shall not limit or affect any
maintenance or repair or restoration obligations of Landlord under the Master
Lease. Notwithstanding anything to the contrary herein, the cost of any repairs
or replacements other than normal maintenance ("Special Repair Costs") necessary
for the four (4) existing air conditioning units on the Premises shall be dealt
with in the following manner: (i) any portion of such Special Repair Costs equal
to or less than Thirty Thousand Dollars in any calendar year shall be the
responsibility of Sublessee and shall be paid by Sublessee to
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Sublessor as additional rent at the next time Base Rent is due hereunder, and
(ii) if any portion of Such Special Repair Costs exceeds Thirty Thousand Dollars
($30,000) in any calendar year, then Sublessee shall be responsible only for the
portion of such excess cost equal to Sublessee's Share (as defined below), which
amount shall be paid by Sublessee to Sublessor as additional rent at the next
time Base Rent is due hereunder. The remaining portion of such excess cost shall
be paid by Sublessor. "Sublessee's Share" shall be calculated by multiplying the
portion of such Special Repair Costs in excess of Thirty Thousand Dollars
($30,000) by a fraction, the numerator of which is the number of months
remaining in the Term of this Sublease at the time the Special Repair Cost is
incurred and the denominator of which shall be 240.
2.2 FURTHER INSPECTION. Sublessee represents and warrants to
Sublessor that as of the Effective Date Sublessee shall examine and inspect all
matters with respect to taxes, income and expense data, insurance costs, bonds,
permissible uses, the Master Lease, zoning, covenants, conditions and
restrictions and all other matters which in Sublessee's judgment bear upon the
value and suitability of the Premises for Sublessee's purposes. Sublessee has
and will rely solely on Sublessee's own inspection and examination of such items
and not on any representations of Sublessor, express or implied. Nothing in this
Section 2.2 is meant to diminish in any way Sublessee's rights under the Work
Letter to review the Sublessee Improvements (as defined in the Work Letter) and
create a "punch list" of non-conforming items or the obligation of Sublessor to
correct such non-conforming items.
1 SUBLEASE SUBJECT TO MASTER LEASE.
3.1 INCLUSIONS. It is expressly understood, acknowledged and
agreed by Sublessee that all of the other terms, conditions and covenants of
this Sublease shall be those stated in the Master Lease except as excluded in
Section 3.b herein. Sublessee shall be subject to, bound by and comply with all
of said Articles and Sections of the Master Lease with respect to the Premises
and shall satisfy all applicable terms and conditions of the Master Lease
relating to the Premises for the benefit of both Sublessor and Landlord, it
being understood and agreed that wherever in the Master Lease the word "Tenant"
appears, for the purposes of this Sublease, the word "Sublessee" shall be
substituted, and wherever the word "Landlord" appears, for the purposes of this
Sublease, the word "Sublessor" shall be substituted; and that upon the breach of
any of said terms, conditions or covenants of the Master Lease by Sublessee or
upon the failure of Sublessee to pay Rent (as hereinafter defined) or
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comply with any of the provisions of this Sublease, Sublessor may exercise any
and all rights and remedies granted to Landlord by the Master Lease. In the
event of any conflict between this Sublease and the Master Lease, the terms of
this Sublease shall control between Sublessor and Sublessee. It is further
understood and agreed that Sublessor has no duty or obligation to Sublessee
under the aforesaid Articles and Sections of the Master Lease other than to
perform the obligations of Sublessor as lessee under the Master Lease during the
Term of this Sublease. Whenever the provisions of the Master Lease incorporated
as provisions of this Sublease require the written consent of Landlord, said
provisions shall be construed to require the written consent of both Landlord
and Sublessor, except as expressly provided to the contrary herein. Sublessee
hereby acknowledges that it has read and is familiar with all the terms of the
Master Lease, and agrees that this Sublease is subordinate and subject to the
Master Lease and that any termination thereof not due to a default by Sublessor
thereunder shall likewise terminate this Sublease. The terms of the Work Letter
attached hereto as Exhibit C are hereby incorporated herein by reference hereto.
3.2 EXCLUSIONS. The terms and provisions of the following
Sections and portions of the Master Lease are not incorporated into this
Sublease: the initial paragraphs entitled "Parties," "Grant," "Premises," "Use,"
"Term," "Late Charge," 1, the first sentence of Section 2 of the Master Lease,
the last sentence of Section 3, the clause " ..., IN THE EVENT LANDLORD SHALL
FAIL TO RESPOND WITHIN SUCH PERIOD, SUCH ALTERATIONS OR ADDITIONS WILL BE DEEMED
TO HAVE BEEN CONSENTED TO BY LANDLORD" on the ninth, tenth and eleventh lines of
Section 4, the second and the last sentence of Section 4, the third sentence of
the first paragraph of Section 6, Section 10, the second sentence of Section 12,
19, the second sentence of Section 20, 21, the fourth sentence of Section 22,
23, Section 25, 30, 31, 32, 33 and the fifth sentence of Section 35.
3.3 TIME FOR NOTICE. The time limits provided for in the
provisions of the Master Lease for the giving of notice, making of demands,
performance of any act, condition or covenant, or the exercise of any right,
remedy or option, are amended for the purposes of this Sublease by lengthening
or shortening the same in each instance by five (5) days, as appropriate, so
that notices may be given, demands made, or any act, condition or covenant
performed, or any right, remedy or option hereunder exercised, by Sublessor or
Sublessee, as the case may be, within the time limit relating thereto contained
in the Master Lease. If the Master Lease allows only five (5) days or less for
Sublessor to perform any act, or to undertake to
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perform such act, or to correct any failure relating to the Premises or this
Sublease, then Sublessee shall nevertheless be allowed three (3) business days
to perform such act, undertake such act and/or correct such failure.
1 LANDLORD'S OBLIGATIONS. It shall be the obligation of
Landlord to (i) provide all services to be provided by Landlord under the terms
of the Master Lease and (ii) to satisfy all obligations and covenants of
Landlord made in the Master Lease. Sublessee acknowledges that Sublessor shall
be under no obligation to provide any such services or satisfy any such
obligations or covenants to the extent such obligations or covenants are not
expressly assumed by Sublessor hereunder; provided, however, Sublessor, upon
written request of Sublessee, shall diligently attempt to enforce all
obligations of Landlord under the Master Lease. If, after receipt of written
request from Sublessee, Sublessor shall fail or refuse to take action for the
enforcement of Sublessor's rights against Landlord with respect to the portion
of the Premises then occupied by Sublessee ("Action"), Sublessee shall have the
right to take such Action in its own name and at Sublessee's own expense, and
for that purpose and only to such extent, all of the rights of Sublessor as
tenant under the Master Lease are hereby conferred upon and assigned to
Sublessee, and Sublessee shall be subrogated to such rights to the extent that
the same shall apply to the portion of the Premises then occupied by Sublessee.
If any Action against Landlord in Sublessee's name shall be barred by reason of
lack of privity, nonassignability or otherwise, Sublessee may take such Action
in Sublessor's name but at Sublessee's expense; provided that Sublessee has
obtained the prior written consent of Sublessor, which consent shall not be
unreasonably withheld; and provided, further, that Sublessee shall indemnify,
protect, defend by counsel reasonably satisfactory to Sublessor and hold
Sublessor harmless from and against any and all claims, demands, actions, suits,
proceedings, liabilities, obligations, losses, damages, judgments, costs and
expenses (including, without limitation, reasonable attorneys' fees) which
Sublessor may incur or suffer by reason of such Action, except to the extent
incurred or suffered by reason of Sublessor's negligent acts or omissions.
Sublessor hereby agrees to perform its obligations as tenant under the Master
Lease if and to the extent those obligations are not assumed by Sublessee
pursuant to the terms of this Sublease. If a default by Landlord under the terms
of the Master Lease, or any of the terms of the Master Lease (including but not
limited to Section 20 thereof) shall result in the excuse of Sublessor from the
performance of any of its obligations to be performed under the Master Lease or
result in any reduction or abatement in the base rent or additional rent to be
paid by Sublessor thereunder, then Sublessee shall be excused from the
performance
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of a corresponding obligation and/or shall be entitled to a corresponding
reduction in or abatement of the Rent to be paid by Sublessee hereunder. All
provisions of the Master Lease incorporated into this Sublease which contain
obligations or covenants of Landlord shall be deemed to have been expressly
assumed by Sublessor and shall be obligations and covenants of Sublessor under
this Sublease.
2 RENT.
5.1 BASE RENT. Upon execution hereof, Sublessee shall deliver
the first month's Base Rent to Sublessor, to be applied against Sublessee's
first obligation to pay Base Rent hereunder. Sublessee shall pay to Sublessor
the Base Rent in advance on the first day of each month of the Term, commencing
on the Commencement Date without being invoiced by Sublessor. In the event the
first day of the Term shall not be the first day of a calendar month or the last
day of the Term is not the last day of the calendar month, the Base Rent shall
be appropriately prorated based on a thirty (30) day month. All installments of
Base Rent shall be delivered to Sublessor's Address, or at such other place as
may be designated in writing from time to time by Sublessor, in lawful money of
the United States and without deduction or offset for any cause whatsoever.
5.2 NET RENTAL. Sublessee shall be responsible for Sublessee's
Share of all costs and expenses of every kind and nature which may be imposed,
at any time, on Sublessor pursuant to the Master Lease (except for Base Rent, as
defined in the Master Lease) including, but not limited to, additional rent,
operating costs, and tax costs, all as defined in the Master Lease ", but
excluding any late payment charges or other costs, expenses or liabilities which
Sublessor incurs under the Master Lease (i) as a result of Sublessor's breach
of, or default under, the Master Lease or Sublessor's failure to perform its
obligations under the Master Lease in a timely manner or (ii) which arise as a
result of or in connection with Sublessor's indemnifications given under the
Master Lease or Sublessor's obligation to pay attorneys' fees under the Master
Lease or (iii) which are caused by or arise from the negligence or misconduct of
Sublessor or its employees, agents, contractors or invitees, except to the
extent that such otherwise excluded costs and expenses identified in immediately
preceding clauses (i), (ii) and (iii) are caused by Sublessee's breach of, or
default under, this Sublease or Sublessee's failure to perform its obligations
under this Sublease in a timely manner or the negligence or misconduct of
Sublessee or its employees, agents, contractors or invitees." As hereinafter
used, "Rent" shall
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include Base Rent and all additional charges to be paid by Sublessee pursuant to
this Section 5.2
5.3 LATE PAYMENT CHARGES AND INTEREST. Any payment of Rent or
other amount from Sublessee to Sublessor in this Sublease which is not paid
within ten (10) days of the date due shall accrue interest from the date due
until the date paid at an annual rate of ten percent (10%) (the "Interest
Rate"). If any installment of Rent is not paid promptly within ten (10) days of
the first of the month, or the date such amount is otherwise due, Sublessee
shall pay to Sublessor a late payment charge equal to five percent (5%) of the
amount of such delinquent payment of Rent, in addition to the installment of
Rent then owing. This Section 5 shall not relieve Sublessee of Sublessee's
obligation to pay any amount owing hereunder at the time and in the manner
provided.
1 SECURITY DEPOSIT. Upon execution hereof, Sublessee shall
deposit the Security Deposit with Sublessor. The Security Deposit shall secure
Sublessee's obligations under this Sublease to pay Base Rent and other monetary
amounts, to maintain the Premises and repair damages thereto, to surrender the
Premises to Sublessor in clean condition and repair upon termination of this
Sublease and to discharge Sublessee's other obligations hereunder. Sublessor may
use and commingle the Security Deposit with other funds of Sublessor. If
Sublessee fails to perform Sublessee's obligations hereunder, Sublessor may, but
without any obligation to do so, apply all or any portion of the Security
Deposit towards fulfillment of Sublessee's unperformed obligations. If Sublessor
does so apply any portion of the Security Deposit, Sublessee's failure to remit
to Sublessor a sufficient amount in cash to restore the Security Deposit to the
original amount within five (5) days after receipt of Sublessor's written demand
to do so shall constitute an event of default. Upon termination of this
Sublease, if Sublessee is not then in default beyond any applicable cure period
in all of Sublessee's obligations hereunder, Sublessor shall return the entire
Security Deposit to Sublessee; if Sublessee is in default of one or more
provisions of the Sublease beyond any applicable cure period(s), then Sublessor
shall return whatever amount remains of the Security Deposit after Sublessor
applied all or a portion of the Security Deposit to cure such default(s), to
Sublessee, in both cases, without payment of interest and in accordance with the
terms of California Civil Code Section 1950.7 or any successor statute thereto.
2 USE. The Premises is to be used for the Permitted Uses, and
for no other purpose or business without the prior written consent of Sublessor.
In no event shall the Premises
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be used for a purpose or use prohibited by the Master Lease.
3 ALTERATIONS. Sublessee shall not make or suffer
to be made any alterations, additions or improvements (collectively
"Alterations") in, on, or to the Premises without the prior written consent of
Sublessor which consent shall not be unreasonably withheld; provided, however,
that Sublessor agrees not to withhold Sublessor's consent to any Alteration
which has already been consented to in writing by Landlord. Sublessor will not
respond to Sublessee's request for approval of an Alteration until Sublessor has
sought and received Landlord's approval or disapproval of such Alteration (if
Landlord's consent to such Alteration is required under the Master Lease).
Notwithstanding the foregoing, Sublessee shall have the right, without need for
the prior written consent of Sublessor, to make non-structural Alterations which
do not affect the Building systems and cost less than Fifteen Thousand Dollars
($15,000) each to build and install, provided that such Alterations are
otherwise installed in accordance with the terms of this Section 8. Any
Alterations Sublessee is permitted to make shall be made by Sublessee at
Sublessee's sole cost and expense, and Sublessee shall notify Sublessor at least
five (5) business days in advance of the same so that Sublessor may post
appropriate notices of nonresponsibility. Upon the expiration or sooner
termination of this Sublease, Sublessee shall, at Sublessee's sole cost and
expense, forthwith and with all due diligence, at Sublessee's sole cost and
expense, repair and restore the Premises to their condition as of the
Commencement Date of this Sublease, together with any Alterations which are not
required to be removed by Sublessor pursuant to the terms of this Sublease,
ordinary wear and tear, Hazardous Materials not caused by Sublessee, changes to
the Premises due to Condemnation thereof and damage to the Premises by an act of
God or casualty excepted. In addition, upon the expiration or earlier
termination of this Sublease, to the extent only that: (i) Landlord has required
the removal of an Alteration and Landlord has the right under the Master Lease
to require such removal or (ii) (a) Sublessor has exercised any right Sublessor
may now or hereafter possess to reoccupy the Premises after the expiration or
earlier termination of this Lease (and provided Sublessee with written evidence
of a binding obligation to do so), and (b) Sublessor informed Sublessee in
writing at the time consent for such Alteration was given or written notice
thereof was received by Sublessor that removal of such Alteration would be
required in the event of (a), then Sublessee shall, at Sublessee's sole expense,
forthwith and with due diligence, remove any such Alteration from the Premises
upon the expiration or earlier termination of this Sublease. Nothing in this
Section 8 shall be deemed to require Sublessee to remove any Alterations which
were made to the Premises by a party other
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than Sublessee or a Sublessee Party prior to the Commencement Date of this
Sublease. Under no circumstances shall Sublessee be required to remove the
improvements constructed and/or installed in the Premises pursuant to the Work
Letter attached as Exhibit C attached hereto. Sublessor and Sublessee agree to
cooperate with each other in good faith to minimize the costs of restoration of
the Premises at the expiration or earlier termination of this Sublease.
9. DAMAGE AND DESTRUCTION.
9.1 TERMINATION OF MASTER LEASE. If the Premises
is damaged or destroyed and Landlord exercises any option it may have to
terminate the Master Lease, this Sublease shall terminate as of the date of the
termination of the Master Lease. If Sublessor has the option to terminate the
Master Lease due to an event of damage or destruction to the Premises and
Sublessee is not then in default (following Sublessor's notice to Sublessee and
the expiration without cure of the applicable cure period provided for in
Section 15 of the Master Lease, which has been incorporated herein) hereunder,
then Sublessor shall promptly give Sublessee notice of such option and shall
exercise such option only if so directed by Sublessee within ten (10) business
days of receipt thereof, subject to the relevant provisions of the Master Lease;
provided, however, that in the event that the Master Lease shall be terminable
by Sublessor pursuant to its terms, yet Sublessee shall direct Sublessor to
refrain from terminating the Master Lease, Sublessor shall nonetheless have the
right to terminate the Master Lease and this Sublease and all of the obligations
of Sublessor under both if Landlord has agreed in writing to (i) release
Sublessor from all obligations and liabilities under the Master Lease; and (ii)
continue this Sublease in full force and effect as a direct lease between
Landlord and Sublessee upon and subject to all of the terms, covenants and
conditions of this Sublease for the balance of the Term hereof. If Landlord so
consents, Sublessee shall (a) attorn to Landlord in connection with any such
voluntary termination and shall execute an attornment agreement in such form as
may reasonably be requested by Landlord; provided, however, that the attornment
agreement does not materially adversely affect the use by Sublessee of the
Premises in accordance with the terms of this Sublease, materially increase
Sublessee's obligations under this Sublease or materially decrease Sublessee's
rights under this Sublease, and (b) release Sublessor from all obligations and
liabilities under this Sublease arising from and after the termination of the
Master Lease and Sublessor shall return to Sublessee the Security Deposit and
any unearned amounts prepaid to Sublessor by Sublessee pursuant to this
Sublease.
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9.2 CONTINUATION OF SUBLEASE. If the Master
Lease is not terminated following any damage or destruction as provided above,
this Sublease shall remain in full force and effect; provided, however, that the
Rent due hereunder shall be abated to the extent and in proportion to the
reduction in base rent and additional rent due under the Master Lease pursuant
to the terms thereof. Sublessee shall be obligated to repair its Alterations to
substantially the condition they were in prior to such damage or destruction,
and Sublessor shall diligently enforce any obligation of Landlord to rebuild the
Premises in accordance with the Master Lease.
10. EMINENT DOMAIN.
10.1 TOTAL CONDEMNATION. If all of the Premises
is condemned by eminent domain, inversely condemned or sold in lieu of
condemnation, for any public or a quasi-public use or purpose ("Condemned" or
"Condemnation"), this Sublease shall terminate as of the date of title vesting
in such proceeding, and Rent shall be adjusted to the date of termination.
10.2 PARTIAL CONDEMNATION. If any portion of the
Premises is Condemned, and Landlord exercises any option to terminate the Master
Lease, this Sublease shall automatically terminate as of the date of the
termination of the Master Lease. If Sublessor has the option to terminate the
Master Lease and Sublessee is not then in default (following Sublessor's notice
to Sublessee and the expiration without cure of the applicable cure period
provided for in Section 15 of the Master Lease, which has been incorporated
herein) hereunder, Sublessor shall promptly give Sublessee notice of such option
and shall exercise such option only if so directed by Sublessee within ten (10)
business days of receipt thereof, subject to the relevant provisions of the
Master Lease and further provided that such partial condemnation renders the
Premises unusable for Sublessee's business, as reasonably determined by
Sublessor and Sublessee. Sublessor and Sublessee agree to cooperate with each
other to determine in good faith if the remaining portion of the Premises is
suitable for the continued conduct of Sublessee's business therein. In the event
that the Master Lease shall be terminable by Sublessor pursuant to its terms,
yet Sublessee shall direct Sublessor to refrain from terminating the Master
Lease, Sublessor shall nonetheless have the right to terminate the Master Lease
and this Sublease and all of the obligations of Sublessor under both if Landlord
has agreed in writing to (i) release Sublessor from all obligations and
liabilities under the Master Lease; and (ii) continue this Sublease in full
force and effect as a direct lease between Landlord and Sublessee upon and
subject to all of the terms, covenants and conditions of this Sublease for the
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balance of the Term hereof. If Landlord so consents, Sublessee shall (a) attorn
to Landlord in connection with any such voluntary termination and shall execute
an attornment agreement in such form as may reasonably be requested by Landlord;
provided, however, that the attornment agreement does not materially adversely
affect the use by Sublessee of the Premises in accordance with the terms of this
Sublease, materially increase Sublessee's obligations under this Sublease or
materially decrease Sublessee's rights under this Sublease, and (b) release
Sublessor from all obligations and liabilities under this Sublease arising from
and after the termination of the Master Lease and return to Sublessee the
Security Deposit and any unearned amounts prepaid to Sublessor by Sublessee
pursuant to this Sublease. If this Sublease is not terminated following any such
Condemnation, this Sublease shall remain in full force and effect and Sublessor
shall diligently enforce any rights under the Master Lease to require Landlord
to rebuild the Premises. Base Rent shall be equitably adjusted to take into
account interference with Sublessee's ability to conduct its operations on the
Premises as a result of the Premises being Condemned. Sublessee hereby waives
the provisions of California Code of Civil Procedure Section 1265.130 permitting
a court of law to terminate this Sublease.
10.3 SUBLESSEE'S AWARD. Subject to the
provisions of the Master Lease, Sublessee shall have the right to recover from
the condemning authority, but not from Sublessor, such compensation as may be
separately awarded to Sublessee in connection with Sublessee's trade fixtures,
Alterations, and any reasonable structures and improvements created by Sublessee
upon the Premises which Sublessee is entitled to remove upon the expiration of
the Term hereof. Sublessee shall also be entitled to any and all expenses paid
or to be paid by the condemnor for moving Sublessee's equipment, Alterations and
furniture.
11. INSURANCE.
11.1 ADDITIONAL INSUREDS. All insurance policies
required to be carried by Sublessee, pursuant to the Master Lease, shall contain
a provision whereby Sublessor and Landlord are each named as additional insureds
under such policies.
11.2 INSURANCE PROCEEDS. Whenever provisions in
the Master Lease which have been incorporated into this Sublease limit some
obligation of Sublessor if Landlord would have insurance proceeds available, the
term "Landlord" shall be deemed to refer to both Landlord and Sublessor,
notwithstanding any provision to the contrary in this Sublease.
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11.3 WAIVER OF SUBROGATION. To the extent agreed to by Landlord
in Landlord's consent to this Sublease, the waiver of subrogation provision
incorporated into the Sublease by reference, which is set forth in the third
grammatical paragraph of Section 6 of the Master Lease, commencing with the
second sentence and continuing through the end of the third grammatical
paragraph, shall supersede any conflicting provision in the Master Lease and/or
this Sublease. Notwithstanding the foregoing, as between Sublessor and Sublessee
such waiver of subrogation shall supersede any conflicting provision in the
Master Lease and/or the Sublease except in a circumstance in which Sublessor
incurs loss, cost, expense or damage under the Master Lease because of the
failure of the waiver to subrogation to supersede inconsistent provisions in the
Master Lease. The waiver of subrogation that is contained in the Master Lease,
as expanded hereunder, will run between the Landlord and the Sublessee, as well
as between the Landlord and the Sublessor. Landlord, by its execution of the
consent following this Sublease, specifically consents to the foregoing
provision concerning the waiver of subrogation.
12. BROKERAGE COMMISSION.
12.1 SUBLESSOR'S OBLIGATIONS. Sublessor shall pay a brokerage
commission to Sublessor's Broker for Sublessee's subletting of the Premises as
provided for in a separate agreement between Sublessor and Sublessor's Broker.
Sublessor warrants for the benefit of Sublessee that its sole contact with
Sublessee in connection with this transaction has been directly with Sublessee,
Sublessor's Broker and Sublessee's Broker. Sublessor further warrants for the
benefit of Sublessee that no other broker or finder can properly claim a right
to a commission or a finder's fee based upon contacts between the claimant and
Sublessor with respect to the other party or the Premises. Sublessor shall
indemnify, defend by counsel acceptable to Sublessee and hold Sublessee harmless
from and against any loss, cost or expense, including, but not limited to,
attorneys' fees and court costs, resulting from any claim through Sublessor for
a fee or commission by any broker or finder, other than any claims by
Sublessor's Broker, in connection with the Premises and this Sublease.
12.2 SUBLESSEE'S REPRESENTATIONS AND WARRANTIES AND INDEMNITY.
Sublessee warrants for the benefit of Sublessor that its sole contact with
Sublessor or the Premises in connection with this transaction has been directly
with Sublessor, Sublessor's Broker and Sublessee's Broker. Sublessee further
warrants for the benefit of Sublessor that no other broker or finder can
properly claim a right to a commission or a
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finder's fee based upon contacts between the claimant and Sublessee with respect
to the other party or the Premises. Sublessee shall indemnify, defend by counsel
acceptable to Sublessor and hold Sublessor harmless from and against any loss,
cost or expense, including, but not limited to, attorneys' fees and court costs,
resulting from any claim through Sublessee for a fee or commission by any broker
or finder, other than any claims by Sublessee's Broker, in connection with the
Premises and this Sublease.
13. SUBLESSEE'S INDEMNITY. Except to the extent caused by the
negligence or willful misconduct or breach of this Sublease or the Master Lease
of Sublessor or Sublessor's Parties, Sublessee shall defend, indemnify and hold
harmless Sublessor, its partners, employees, and agents, and Landlord, from and
against any and all claims, liabilities, suits, judgments, awards, damages,
losses, fines, penalties, costs and expenses, including reasonable attorney's
fees, that Sublessor, its partners, employees and agents, and Landlord may
suffer, incur or be liable for by reason of or arising out of or related to the
breach by Sublessee of any of the duties, obligations, liabilities or covenants
applicable to Sublessee hereunder. This indemnification shall survive
termination of this Sublease.
14. RIGHT TO CURE SUBLESSEE'S DEFAULTS. If Sublessee shall at
any time fail to make any payment or perform any other obligation of Sublessee
hereunder, then Sublessor shall have the right, but not the obligation, after
the lesser of five (5) days' notice to Sublessee or the time within which
Landlord may act on Sublessor's behalf under the Master Lease, or without notice
to Sublessee in the case of any emergency, and without waiving or releasing
Sublessee from any obligations of Sublessee hereunder, to make such payment or
perform such other obligation of Sublessee in such manner and to such extent as
Sublessor shall deem necessary, and in exercising any such right, to pay any
incidental costs and expenses, employ attorneys and other professionals, and
incur and pay attorneys' fees and other costs reasonably required in connection
therewith. Sublessee shall pay to Sublessor upon demand all sums so paid by
Sublessor and all incidental costs and expenses of Sublessor in connection
therewith, together with interest thereon at the Interest Rate.
15. HAZARDOUS MATERIALS.
15.1 DEFINITIONS.
(a) "HAZARDOUS MATERIALS". As used herein, "Hazardous
Materials" means any chemical, substance, material, controlled substance,
object, condition, waste, living organism
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or combination thereof which is or may be hazardous to human health or safety or
to the environment due to its radioactivity, ignitability, corrosivity,
reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity,
infectiousness or other harmful or potentially harmful properties or effects,
including, without limitation, petroleum and petroleum products, asbestos,
radon, polychlorinated biphenyls (PCBs) and all of those chemicals, substances,
materials, controlled substances, objects, conditions, wastes, living organisms
or combinations thereof which are now or become in the future listed, defined or
regulated in any manner by any Environmental Law based upon, directly or
indirectly, such properties or effects.
(b) ENVIRONMENTAL LAWS. As used herein,
"Environmental Laws" means any and all federal, state or local environmental,
health and/or safety-related laws, regulations, standards, decisions of courts,
ordinances, rules, codes, orders, decrees, directives, guidelines, permits or
permit conditions, currently existing and as amended, enacted, issued or adopted
in the future which are or become applicable to Sublessee or the Premises.
15.2 SUBLESSEE'S COVENANT. Sublessee shall not cause,
or allow any of Sublessee's employees, agents, customers, visitors, invitees,
licensees, contractors, assignees or subtenants (collectively, "Sublessee's
Parties") to cause any Hazardous Materials to be brought upon, stored,
manufactured, generated, blended, handled, recycled, treated, disposed or used
on, under or about the Premises, except for routine office and janitorial
supplies in usual and customary quantities stored, used and disposed of in
accordance with all applicable Environmental Laws. Notwithstanding the
foregoing, Sublessee shall have the right, without need for consent from
Sublessor, to use on the Premises the types of Hazardous Materials described in
Exhibit D attached hereto or as hereafter consented to by Sublessor, pursuant to
the terms of this Section 15.2 ("Permitted Hazardous Materials"), provided that:
(i) no Permitted Hazardous Materials shall be used on the Premises in amounts in
excess of the quantity thereof described in Exhibit D attached hereto, (ii) all
such Permitted Hazardous Materials shall be used in compliance with all
applicable Environmental Laws and in compliance with all of the terms of this
Sublease (except for the need for Sublessee's consent thereto), (iii) such
Permitted Hazardous Materials shall be used in a self-contained, state-of-
the-art enclosed system and (iv) to the extent Sublessee wishes to use Hazardous
Materials on the Premises other than the Permitted Hazardous Materials or wishes
to use Permitted Hazardous Materials in quantities in excess of the amounts
thereof described in Exhibit D, all such uses shall require the
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prior written consent of Sublessor, which consent shall not be unreasonably
withheld if such Permitted Hazardous Materials are incidental to the conduct of
Sublessee's customary activities on the Premises. Sublessee and Sublessee's
Parties shall comply with all (to the extent Sublessee has actual knowledge of
such presence) Environmental Laws with respect to Hazardous Materials brought
upon, stored, manufactured, generated, blended, handled, recycled, treated,
disposed or used on, under or about the Premises by Sublessee or Sublessee's
Parties and promptly notify Sublessor of the presence of any Hazardous
Materials, other than Permitted Hazardous Materials or office and janitorial
supplies as permitted above, on the Premises or any violation (to the extent
Sublessee has actual knowledge of such violation) of any Environmental Law.
Sublessor shall have the right to inspect the Premises and to conduct tests and
investigations to determine whether Sublessee is in compliance with the
foregoing provisions provided that in each instance: (i) Sublessor gives
Sublessee prior written notice of such inspection at least seventy-two (72)
hours in advance, (except in cases of emergency, in which case no notice shall
be necessary) and (ii) Sublessor and Sublessor's agents, contractors and
representatives conduct such investigation in a manner reasonably designed to
limit interference to Sublessee and Sublessee's use of the Premises. If such
tests indicate the presence of any environmental condition caused by Sublessee
or Sublessee's Parties, Sublessee shall reimburse Sublessor for the cost of
conducting such tests. The phrase "environmental condition" shall mean any
adverse condition relating to any Hazardous Materials or the environment,
including surface water, groundwater, drinking water supply, land, surface or
subsurface strata or the ambient air and includes air, land and water
pollutants, noise, vibration, light and odors. In the event that Sublessee or
Sublessee's Parties have caused Hazardous Materials to be released, stored,
disposed of or introduced to the Premises in a manner or in amounts in violation
of Environmental Laws, Sublessee shall promptly take any and all steps necessary
to rectify the same or shall, at Sublessee's election, reimburse Sublessor, upon
demand, for the cost to Sublessor of performing rectifying work. In the event
that Sublessee shall elect to rectify such violation of Environmental Law but
fail to commence to do so within the time periods required by relevant
governmental authorities or within a time period specified by Sublessor, in
Sublessor's reasonable discretion, Sublessor shall have the right to perform
such rectifying work, and Sublessee shall reimburse Sublessor for the cost
thereof upon demand therefor. Nothing in this Section 15.2 shall be deemed to
create a liability for or an obligation of Sublessee to remediate Hazardous
Materials released or stored on the Premises prior to the Commencement Date or
at any time by parties other than Sublessee or Sublessee's Parties.
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15.3 SUBLESSEE'S INDEMNIFICATION. Sublessee shall indemnify,
protect, defend (by counsel reasonably acceptable to Sublessor) and hold
harmless Sublessor and its partners, directors, officers, employees,
shareholders, lenders, agents, contractors and each of their respective
successors and assigns from and against any and all claims, judgments, causes of
action, damages, penalties, fines, taxes, costs, liabilities, losses and
expenses arising at any time during or after the Term as a result (directly or
indirectly) of or in connection with Hazardous Materials caused to be present
on, under or about the Premises by Sublessee or Sublessee's Parties. This
indemnity shall include the cost of any required or necessary repair, cleanup or
detoxification, and the preparation of any closure or other required plans,
whether such action is required or necessary prior to or following the
termination of this Sublease. Neither the written consent by Sublessor to the
presence of Hazardous Materials on, under or about the Premises nor the strict
compliance by Sublessee with all Environmental Laws shall excuse Sublessee from
Sublessee's obligation of indemnification pursuant hereto. Sublessee's
obligations pursuant to the foregoing indemnity shall survive the termination of
this Sublease.
15.4 SUBLESSOR'S INDEMNIFICATION. Sublessor shall indemnify,
protect, defend (by counsel reasonably acceptable to Sublessee) and hold
harmless Sublessee and its partners, directors, officers, employees,
shareholders, lenders, agents, contractors and each of their respective
successors and assigns from and against any and all claims, judgments, causes of
action, damages, penalties, fines, taxes, costs, liabilities, losses and
expenses arising at any time during or after the Term as a result (directly or
indirectly) of or in connection with the presence of Hazardous Materials on,
under or about the Premises or other properties as a result (directly or
indirectly) of Sublessor's and/or Sublessor's Parties' activities in connection
with the Premises. This indemnity shall include the cost of any required or
necessary repair, cleanup or detoxification, and the preparation of any closure
or other required plans, whether such action is required or necessary prior to
or following the termination of this Sublease. Neither the written consent by
Sublessee to the presence of Hazardous Materials on, under or about the Premises
nor the strict compliance by Sublessor with all Environmental Laws shall excuse
Sublessor from Sublessor's obligation of indemnification pursuant hereto.
Sublessor's obligations pursuant to the foregoing indemnity shall survive the
termination of this Sublease.
16. COVENANT OF QUIET ENJOYMENT. Subject to the termination
of this Sublease due to a termination of the Master
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Lease for reasons other than a default by Sublessor as the tenant thereunder,
Sublessee shall have, hold and enjoy the Premises, subject to the terms and
conditions of this Sublease, provided that Sublessee pays all rent imposed
hereunder and otherwise performs all of Sublessee's covenants and agreements
contained herein. The obligations of Sublessor under this Section 16 are
conditioned on the receipt by Sublessor and Sublessee of the prior written
consent of Landlord to this Sublease and the terms and conditions thereof.
17. MISCELLANEOUS.
17.1 SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.
To the best of Sublessor's knowledge, Sublessor represents and warrants that the
Master Lease is in full force and effect, and there exists under the Master
Lease no default or event of default by either Landlord or Sublessor, nor has
there occurred any event which, with the giving of notice or passage of time or
both, could constitute such a default or event of default. Sublessor further
represents and warrants that the copy of the Master Lease attached to this
Sublease as Exhibit B is a true and complete copy of the Master Lease and that
there are no addenda, amendments, exhibits or modifications to the Master Lease
except which are attached hereto as part of Exhibit B. As used herein, "the best
of Sublessor's knowledge" shall mean the actual knowledge of Jonathan Anderson
as of the Effective Date, without the obligation to perform any research,
investigation, due diligence or inquiry whatsoever.
17.2 COVENANTS OF SUBLESSOR. Sublessor shall not
amend, terminate (except as provided for in Sections 9 and 10 hereof) or
explicitly waive in writing any provisions under the Master Lease without
receiving the prior written consent of Sublessee, which consent shall not be
unreasonably withheld or delayed.
17.3 NOTICES. Any notice or report required or
desired to be given regarding this Sublease shall be in writing, may be given
(i) by personal delivery, (ii) by facsimile, (iii) by courier service or (iv) by
certified mail, return receipt requested. Any notice or report addressed to
Sublessor or Sublessee at the address set froth for each in Article I of this
Sublease shall be deemed to have been given (i) when delivered, if given by
personal delivery, (ii) instantaneously upon confirmation of receipt of
facsimile, (iii) on the business day following deposit, cost prepaid, with
Federal Express or similar private carrier, (iv) on the date the U.S. Post
Office certifies delivery or refusal of delivery if such notice or report was
deposited in the United States mail, certified, postage prepaid,
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and (v) in all other cases when actually received. Either party may change its
address by giving notice of the same in accordance with this Section 17.3. The
term "business day" shall mean a day on which the carrier used (Federal Express
or other private carrier, or the U.S. Postal Service, as applicable) delivers,
whether by special request or in the ordinary course of operations.
17.4 ENTIRE AGREEMENT. This Sublease contains all
of the covenants, conditions and agreements between the parties concerning the
Premises, and shall supersede all prior correspondence, agreements and
understandings concerning the Premises, both oral and written. No addition or
modification of any term or provision of this Sublease shall be effective unless
set forth in writing and signed by both Sublessor and Sublessee.
17.5 CAPTIONS. All captions and headings in this
Sublease are for the purposes of reference and convenience and shall not limit
or expand the provisions of this Sublease.
17.6 LANDLORD'S CONSENT. This Sublease is
conditioned upon Landlord's written approval of this Sublease within thirty (30)
days after the Effective Date. If Landlord refuses to consent to this Sublease,
or if the thirty (30) day consent period expires, this Sublease shall terminate
and neither party shall have any continuing obligation to the other with respect
to the Premises; provided Sublessor shall return the Deposit, any prepaid Rent
and any other sums previously paid by Sublessee to Sublessor in connection with
this Sublease, if previously delivered to Sublessor, to Sublessee.
17.7 AUTHORITY. Each person executing this
Sublease on behalf of a party hereto represents and warrants that he or she is
authorized and empowered to do so and to thereby bind the party on whose behalf
he or she is signing.
17.8 ATTORNEYS' FEES. In the event either party
shall bring any action or proceeding for damages or for an alleged breach of any
provision of this Sublease to recover rents, or to enforce, protect or establish
any right or remedy hereunder, the prevailing party shall be entitled to recover
reasonable attorneys' fees and court costs as part of such action or proceeding.
17.9 SUBLESSOR'S RIGHT TO MATCH BIDS FOR, AND
PERFORM, PROPERTY MANAGEMENT SERVICES. On or before November 1, 1996, Sublessee
shall solicit bids (the "Property management Bids") from up to three (3)
property management companies reasonably satisfactory to Sublessor for the
performance of the
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property management and repair obligations of Sublessee (the "Management
Obligations") during the Term of this Sublease. Sublessee shall promptly submit
all of the Property Management Bids, together with written notice of Sublessee's
proposed winning bid (the "Winning Bid") to Sublessor upon Sublessee's receipt
thereof. Within five (5) business days after receipt of the Property Management
Bids, Sublessor shall, at Sublessor's sole discretion, either (i) approve
Sublessee's use of the property management company submitting the Winning Bid
for the performance of the Management Obligations, which consent shall not be
unreasonably withheld, or (ii) elect instead to perform the Property Management
Obligations itself (or through a subsidiary of Sublessor, Amdahl Corporate
Facilities) throughout the Term of the Sublease on the terms and conditions of
the Winning Bid. Should Sublessor elect option (i) above, Sublessee shall
provide Sublessor with a fully-executed copy of the management agreement entered
into with the entity submitting the Winning Bid promptly upon execution thereof.
If Sublessor shall select option (ii) above, Sublessor and Sublessee shall
promptly enter into an agreement upon terms reasonably satisfactory to both
parties (including without limitation a provision that Sublessee may terminate
such agreement upon thirty (30) days' written notice if Sublessor or Amdahl
Corporate Facilities, as relevant, fails to perform such Property Management
Obligations in a manner reasonably acceptable (at, or above the facility
maintenance industry average) to Sublessee) whereby Sublessor shall perform the
Property Management Obligations for Sublessee throughout the Term of this
Sublease.
17.10 ASSIGNMENT OF RIGHTS. Sublessor hereby assigns
to Sublessee, without representation or warranty, all warranties given and
indemnities made by Landlord to Sublessor under the Master Lease which would
reduce Sublessee's obligations hereunder, to the extent such warranties and
indemnities are assignable.
17.11 CONSENTS. Whenever the consent of either
Sublessor or Sublessee is required under the terms of this Sublease, such
consent shall not be unreasonably withheld or delayed unless expressly provided
to the contrary herein.
17.12 EXHIBITS. All exhibits attached hereto are
incorporated herein and made a part hereof.
IN WITNESS WHEREOF, the parties hereto have executed one (1) or
more copies of this Sublease, dated as of the Effective Date.
"SUBLESSOR"
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IN WITNESS WHEREOF, the parties hereto have executed one (1) or
more copies of this Sublease, dated as of the Effective Date.
"SUBLESSOR"
AMDAHL CORPORATION, a Delaware
corporation
By: /s/ Edward S. Hartford
----------------------------------
Name: Edward S. Hartford
Title: Vice President,
Corporate Facilities
"SUBLESSEE"
INTEGRATED SILICON SOLUTION, INC.,
a Delaware corporation
By: /s/ Gary L. Fischer
----------------------------------
Name: Gary L. Fischer
Title: Executive Vice President and
Chief Financial Officer
By: _______________________________
Name: _____________________________
Title: ____________________________
24.