[BORLAND MONTGOMERIE KEYDEN - LETTERHEAD]
John Ellis, Esq
Novellus Systems Limited
7 Marine Drive
Barton on Sea
New Milton
Hants BH25 7EE
AB/NR 21st February 1995
Dear Mr Ellis
THE FORUM, CALLENDAR BUSINESS PARK, FALKIRK
I refer to your telephone call and now enclose page 10 of the Lease which
requires to be signed on behalf of your company to two Directors or one Director
and one Secretary.
I enclose schedule of Particulars of Signing for completion with the details of
signing and look forward to hearing from you on your return from America.
Kind Regards
Yours sincerely
/s/ Anne M. Blackstock
ANNE M. BLACKSTOCK
DIRECTIONS FOR EXECUTING DOCUMENTS
BY
LIMITED COMPANIES
(UNDER THE LAW OF SCOTLAND)
PLEASE PRINT
COMPANY:-----------------------------------------------------------------------
DOCUMENT:----------------------------------------------------------------------
IMPORTANT NOTES TO BE READ BEFORE THE ACCOMPANYING DOCUMENT IS SIGNED.
The accompanying document requires to be signed on behalf of the company named
above. Please read through the document carefully before it is signed. If
there are any queries on the contents or alterations required, please contact
immediately the person who sent you the document.
The document must be signed on behalf of the company as follows:-
1) by two Directors; or
2) by a Director and the Secretary; or
3) by two persons authorised to sign on behalf of the company (authorised
signatories); or
4) by a Director and an authorised signatory; or
5) by the Secretary and an authorised signatory.
All signatories should sign their normal signature. A fountain pen or biro or
other pen with indelible ink should be used.
The document will consist of one or more pages and may have a schedule or
schedules and plan(s) attached. The document should be signed as follows:-
(a) at the end of the last page of text of the document (excluding attached
schedule(s) and plan(s), if any);
(b) at the end of each schedule, if any; and
(c) on each plan, if any.
Each page or plan to be signed will usually be marked with a pencil line and the
words Director' or 'Director/Secretary' written in pencil. If you are unsure
where to sign, then please contact immediately the person who sent you the
document.
Neither the company seal nor witnesses are required. Do not make any
alterations to the document. Do not fill in any blanks.
PLEASE COMPLETE THE SECTION OVERLEAF
[NOVELLUS - LETTERHEAD]
Miss A. M. Blackstock 3rd February 1995
Borland Montgomerie Keyden
Apsley House
29 Wellington Street
Glasgow G2 6JA
Re: The Forum, Callendar Business Park, Falkirk
Dear Miss Blackstock,
Thank you for your letter dated 18th January 1995 concerning the engrossed Sub-
Lease for the Falkirk office.
I have signed the Sub-Lease as the only U.K. based director of Novellus Systems
Ltd. The other two directors are based in our worldwide headquarters in
California, U.S.A.
Please let me know if there are any problems with the completed documentation.
Yours sincerely,
/s/ John Ellis
John Ellis
Novellus Systems Ltd.
INSTRUCTIONS FOR EXECUTION OF DEEDS BY COMPANIES
NOVELLUS SYSTEMS
------------------------------------------------------------ LIMITED
1 The Deed and the last page of any Plan, Schedule, Inventory or other
annexation should be signed by either:-
(i) Two Directors; or
(ii) A Director and the Company Secretary; or
(iii)Two persons authorised to sign on behalf of the Company.
2 The undernoted information should be entered in the spaces provided:-
Place where Deed Executed 7 MARINE DRIVE, BARTON-ON-SEA
--------------------------------------------
Date of Execution 2-2-95
--------------------------------------------
First Signatory /s/ John Ellis
(Name in Full) --------------------------------------------
Official Position DIRECTOR/SECRETARY
--------------------------------------------
Second Signatory
(Name in Full) --------------------------------------------
Official Position --------------------------------------------
3 If signed by two authorised signatories please give evidence (by way of
certified copy Power of Attorney, certified Excerpt of Board Minute etc) of
the authority of the authorised signatory to sign.
4 If it is proposed to execute the Deed otherwise than as
indicated above (eg by one Authorised Signatury under a
Power of Attorney) 2 witnesses will require to sign also but
only on the last page of the narrative of the Deed. They
should simply sign their names on the left opposite the other
signatures writing the word "Witness" after their signature.
Their full names, addresses and occupations should be added in
the spaces overleaf.
5 On completion please return the Deed and the completed Instructions to:
Mitchells Robertson
[George House]
ARE FOR USE ONLY IF WITNESSES ARE REQUIRED:-
JOANNA COLLINGE /s/ Joanna Collinge
--------------------------------------------------
21 HIGH STREET LYMINGTON HANTS
--------------------------------------------------
BANK OFFICIAL
--------------------------------------------------
DEREK ELLIS /s/ Derek Ellis
--------------------------------------------------
16 GUIBAL ROAD, LEE, LONDON SE129CX
--------------------------------------------------
RETIRED
--------------------------------------------------
SUB-LEASE
between
LEYLAND DAF FINANCE PLC incorporated under the Companies Acts and
having their Registered Office formerly at Kent House, Upper Mulgrave
Road, Cheam, Sutton, Surrey, SM2 7AY and now at Four Mulgrave
Chambers, 26/28 Mulgrave Road, Sutton, Surrey SM2 6LE, Registered
Number 1286313 (who and whose successors as tenants under the Lease
in their favour of the Premises aftermentioned are hereinafter
referred to as "the Mid-Landlord")
with the consent of
CENTRAL REGIONAL COUNCIL, incorporated under the Local Government
(Scotland) Act 1973, Viewforth, Stirling (who and whose successors are
hereinafter referred to as "the Landlord") OF THE ONE PART
and
NOVELLUS SYSTEMS LIMITED, incorporated under the Companies Acts and
having their registered office at 7 Marine Drive, New Milton, Hants
BH25 7EE, Registered Number 2223831 (who and whose successors in the
right of occupancy under this Sub-Lease and their permitted assignees
and sub-under-tenants and in the case of an individual his executors
and representatives are hereinafter referred to as "the Sub-Tenant")
OF THE OTHER PART
In this Sub-Lease unless there is something in the subject or context
inconsistent therewith:
1. "Date of Expiry" means the date of expiry or sooner termination of the Sub-
Lease (however the same may be determined).
-3-
SECOND The Mid-Landlord hereby sub-lets to the Sub-Tenant (but
PERIOD OF THE excluding assignees and Sub-Under-Tenants legal or
SUB-LEASE voluntary and creditors and managers for creditors in any
form except where permitted under the Sub-Lease) the
Premises subject to the same provisos, conditions and
disclaimers in favour of the Mid-Landlord and where
applicable the Landlord as are contained in the Lease
and that for the period from the Second day of December
Nineteen hundred and Ninety four ("the Date of Entry") until
the First day of December Nineteen hundred and Ninety nine
and the Sub-Tenant accepts the Premises in their present
condition; Declaring, however, that either party shall be
entitled to terminate this Sub-Lease on the third
anniversary of the Date of Entry by giving written notice to
that effect to the other party not less than six months
before the said third anniversary.
THIRD The Sub-Tenant hereby undertakes:
SUB-TENANT'S
MONETARY
OBLIGATIONS
RENT 1. To pay to the Mid-Landlord the yearly rent of FIFTEEN
THOUSAND ONE HUNDRED AND TWENTY FIVE POUNDS (L15,125)
STERLING or from each Date of Review the corresponding
Revised Rent and if the Mid-Landlord has so opted or opts
or if otherwise payable by law, Value Added Tax thereon at
the standard rate (or if at any time in the future the
standard rate shall no longer apply to rents, such rate as
shall then be applicable) by equal quarterly payments in
advance at the terms of Candlemas, (28th February)
Whitsunday (28th May Lammas (28th August) and Martinmas
(28th November) clear of all deductions whatsoever the first
of such payments to be made on the Date of Entry for the
period from the Date of Entry until the term day immediately
succeeding the Date of Entry calculated on a daily basis and
so forth quarterly, termly and proportionally thereafter
during the currency of the Sub-Lease such rent or Revised
Rent to be paid without any written demand and if the
Mid-Landlord so requires by Banker's Order; Under
declaration that the Sub-Tenant is hereby granted a twenty
five per centum (25%) reduction in the rent payable in
respect of the first six months of the Sub-Lease after the
said Date of Entry.
-4-
REIMBURSEMENT 2. To reimburse to the Mid-Landlord on demand all payments made
by way of reimbursement or otherwise by the Mid-Landlord to
the Landlord under the Lease with the exception of:-
(i) the rent and the Revised Rent provided for in the Lease
and
(ii) interest on and any expenses incurred by the Landlord
in procuring payment of any sum of money payable or
reimburseable to the Landlord under the Lease which
shall have become due but remain unpaid by the Mid-
Landlord.
RATES & OTHER 3. To pay when due (or reimburse the Mid-Landlord on demand any
CHARGES sum paid by the Mid-Landlord for) the rates, taxes, duties,
charges, assessments, impositions and outgoings for the
payment of which the Mid-Landlord is responsible in terms
of the Lease other than taxes arising on the rent payable
under the Sub-Lease or taxes arising on the disposal or
deemed disposal by the Mid-Landlord of or other dealing by
the Mid-Landlord with its interest in the Premises.
4. To reimburse the Mid-Landlord on demand all sums which the
Mid-Landlord may from time to time pay for insuring and
keeping insured the Premises for the loss of rent.
INTEREST ON 5. To pay on demand to the Mid-Landlord, without prejudice to
PAYMENTS any other right, remedy or power available to the Mid-
IN ARREARS Landlord, interest at the Prescribed Rate on any rent or any
other sum of money payable or reimburseable to the Mid-
Landlord under the Sub-Lease which shall have become due but
remain unpaid for fourteen days, such interest to run (as
well after as before any judgement) from the date when the
same shall become due until payment thereof.
FOURTH The Sub-Tenant also undertakes:
SUB-TENANTS
FURTHER
OBLIGATIONS
FULFILMENT 1. To fulfill the obligations of a non monetary nature
OF undertaken by the Mid-Landlord under the Lease.
MID-LANDLORD'S
OBLIGATIONS
-5-
ENTRY TO 2. In any case where the Landlord has reserved a right of entry
PREMISES to the Premises under the Lease, to permit such right to be
exercised by the Landlord and/or the Mid-Landlord subject to
any condition in the Lease.
EXPENSES 3. To reimburse the Mid-Landlord all expenses incurred by the
Mid-Landlord:
a) Incidental to the preparation and service of all notices and
schedules relating to deficiencies in repair or requiring
the Sub-Tenant to remedy the breach of any of its
obligations under the Sub-Lease whether the same be served
before or after the Date of Expiry but which relate to the
period of this Sub-Lease.
b) In the preparation and service of a schedule of
dilapidations before or after the Date of Expiry which
relates to the period of this Sub-Lease.
c) In procuring the remedy of any breach of any obligation or
the payment of arrears due by the Sub-Tenant under the Sub-
Lease.
APPLICATION 4. Upon making an application for any consent or approval which
FOR CONSENT is required under the Sub-Lease to disclose to the
OR APPROVAL Mid-Landlord such information as the Mid-Landlord may
require and pay the Mid-Landlord's properly incurred
expenses in connection with such application (including
applications where consent or approval is refused or an
application is withdrawn).
ALIENATION 5. Not at any time to assign, sub-under-let or otherwise
dispose of or for any purpose or in any way deal with the
Sub-Tenant's interest in or part with or share possession or
occupation of part only of the Premises.
6. Not at any time to sub-under-let the Premises as a whole.
7. Not at any time to assign or otherwise dispose of or for any
purpose or in any way deal with the Sub-Tenant's interest in
or part with or share possession or occupation of the whole
of the Premises without the consent of the Landlord and the
Mid-Landlord.
-6-
FIFTH The Mid-Landlord hereby undertakes provided that the Sub-
MID-LANDLORDS' Tenant indemnifies the Mid-Landlord against any costs
OBLIGATIONS incurred by or awarded against the Mid-Landlord in the
course of its fulfilment of such undertaking:
1. On the request of the Sub-Tenant unless such request is
demonstrably unreasonable having regard to the Mid-
Landlord's interest in the Premises to adopt any procedure
designed to enforce the fulfilment of the obligations
undertaken by the Landlord under the Lease;
2. In relation to Rent Review:--
(i) Not without the approval of the Sub-Tenant (such
approval not to be unreasonably withheld having regard
to the Mid-Landlord's interest in the Premises) to
agree with the Landlord on the Revised Rent nor on the
Surveyor to be nominated for the purposes of
determination of the Revised Rent and
(ii) If so required by the Sub-Tenant to request the
nomination by the Chairman for the time being of the
Scottish Branch of the Royal Institution of Chartered
Surveyors of a Surveyor for the purpose of such
determination; and
3. To keep in force insurance against loss of rent for three
years in an amount which would take into account potential
increases of rent in accordance with the rent review
provisions contained in the Lease and the Sub-Lease.
SIXTH The same rights and remedies as are available to the
MID-LANDLORD'S Landlord against the Tenant under the Lease shall be
REMEDIES available to the Mid-Landlord against the Sub-Tenant under
the Sub-Lease and shall be subject to the same conditions.
SEVENTH If the Premises shall at any time during the period of the
SUSPENSION OF Sub-Lease be so damaged or destroyed by reason of any of the
RENT risks against which insurance is effected in terms of the
Lease as to render the Premises unfit for occupation or use
in whole or in part in accordance with the terms and
provisions of the Sub-Lease then the Sub-Lease shall not
come to an end and if the insurance policy or policies
effected under the Lease shall not have been rendered void
or payment of the
-7-
policy monies refused in whole or in part in consequence of
any act or default of the Sub-Tenant its servants or agents
the rent payable hereunder or (where part only of the
Premises has been destroyed or rendered incapable of use) a
fair proportion thereof shall be suspended until the
Premises or such part thereof have been restored to
substantially the same condition prevailing prior to such
destruction or damage and are reasonably capable of use in
accordance with the provisions hereof or until the Loss of
Rent insurance shall be exhausted, if earlier: Provided that
if at the expiry of one year from the date of such damage or
destruction, the Premises or such part thereof are still not
fit for occupation or use as aforesaid either party shall be
entitled, upon giving three month's notice to the other
party at any time after the expiry of the said one year
period, to terminate the Sub-Lease and thereupon the rights
and obligations of the parties shall cease and have no
effect but without prejudice to any antecedent right or
claim arising hereunder.
EIGHTH
IRRITANCY Subject to Sections 4 to 7 of the Law Reform (Miscellaneous
Provisions) (Scotland) Act 1985, if at any time during the
Period of the Sub-Lease:--
(a) the rents payable under the Sub-Lease or the Revised
Rent (or any of them or any part thereof) shall be in
arrear and unpaid for fourteen days after becoming
payable (whether legally demanded or not), or
(b) there shall be any material breach, non-performance or
non-observance by the Sub-Tenant of any of the
obligations and conditions contained in the Sub-Lease;
or
(c) the Sub-Tenant passes a resolution to wind-up, enter
into liquidation or insolvency whether compulsory or
voluntary (save for the purpose of amalgamation or
reconstruction of a solvent company) or has a Receiver
or Administrator appointed of its undertaking or enters
into an arrangement or composition for the benefit of
its creditors, or suffers any diligence to be done or
execution to be levied on its
-8-
goods or being a firm shall be sequestrated; the Mid-
Landlord shall be entitled forthwith to terminate this Sub-
Lease and treat this Sub-Lease and all transmissions thereof
with all that has followed or can competently follow thereon
as void and null and that without the necessity of any
declarator, process of removal, or other procedure at law
and the Premises shall thereupon revert to the Mid-Landlord.
In such event it shall be lawful for the Mid-Landlord or
any person or persons duly authorised by the Mid-
Landlord on their behalf to enter upon the possession of the
Premises or any part thereof in name of the whole and to
eject the Sub-Tenant and occupiers and thereafter use,
possess and enjoy the same free of all claims by the Sub-
Tenant as if this Sub-Lease had never been granted without
prejudice to any right of action or remedy of the Mid-
Landlord in respect of the premature termination of the Sub-
Lease or of any antecedent breach by the Sub-Tenant of any
of the conditions contained in the Sub-Lease which irritancy
is hereby declared to be pactional and not penal and shall
not be purgeable at the bar; Provided that (ONE) in the case
of a breach which is capable of being remedied the Mid-
Landlord shall not be entitled to terminate this Sub-Lease
as aforesaid unless it shall first have given notice of the
breach to the Sub-Tenant prescribing a time which in the
opinion of the Mid-Landlord is reasonable in the
circumstances (such circumstances not including the
financial position of the Sub-Tenant) within which such
breach must be remedied and the Sub-Tenant shall have
failed to remedy the breach within the time prescribed in
the notice and declaring that where the breach is the
failure to pay any sum of money, a reasonable time shall be
a period of not less than fourteen days; (TWO) in the case
of the Sub-Tenant going into liquidation (other than for
reconstruction or amalgamation as aforesaid) or in the case
of a Receiver or Administrator being appointed the Mid-
Landlord shall not exercise such right of forfeiture on the
ground of liquidation or insolvency or appointment of a
Receiver or Administrator unless and
-9-
until they have allowed the Liquidator, Receiver or
Administrator or interim or permanent trustee (as the case
may be) a period of six months in which to dispose of the
Sub-Tenant's interest in this Sub-Lease and shall only be
entitled to terminate this Sub-Lease if the Liquidator,
Receiver, Administrator or interim or permanent trustee as
the case may be shall have failed to dispose of the Sub-
Tenant's said interest at the end of said period provided
always that the Liquidator, Receiver or Administrator or
interim or permanent trustee shall accept and implement in
writing within twenty one days of the date of liquidation or
receivership or appointment of an interim or permanent
trustee as the case may be personal responsibility for
payment of the rent for the Premises and performance of all
the Sub-Tenant's obligations under this Sub-Lease whether
arising before or after the date of liquidation or
receivership or appointment of an interim or permanent
trustee as the case may be to the expiry of the said period
or, if earlier, the date of entry under the disposal of the
Sub-Tenant's interest in this Sub-Lease and it is hereby
expressly declared that the Mid-Landlord shall deal with any
request to consent to assign this Sub-Lease made by such
Liquidator, Receiver, Administrator or interim or permanent
trustee as the case may be in the same manner as if such
requests had been made by the Sub-Tenant.
NINTH
VALUE
ADDED TAX 1. Where there is a provision under the Sub-Lease for the Sub-
Tenant to pay any fees, costs, charges, commission,
remunerations, expenses or outlays the Sub-Tenant shall also
be responsible for payment of any Value Added Tax thereon
together with interest thereon from the date of the demand
(or, in the case of rent), from the date when same falls
due) until paid by the Sub-Tenant.
2. Without prejudice to the foregoing sub-paragraph, in the
event that Value Added Tax shall be chargeable on the Mid-
Landlord in respect of any supplies as defined in the Value
Added Tax Act 1983 (or any statutory modification or
-10-
Sub-Tenant the Sub-Tenant shall in addition to any amounts
otherwise payable, pay to the Mid-Landlord the amount of the
Value Added Tax so chargeable.
3. Any rents and other sums payable under the Sub-Lease shall
(notwithstanding any present or future statutory provision
to the contrary) be exclusive of any Value Added Tax
chargeable thereon (whether or not chargeable as the result
of any change in the law and whether or not chargeable as
the result of the exercise by the Mid-Landlord the Sub-
Tenant or the Mid-Landlord and the Sub-Tenant jointly of any
option in respect of the charging of Value Added Tax).
TENTH
NOTICES The provisions for notices contained in the Lease shall apply
also under the Sub-Lease as if "the Mid-Landlord" had been
substituted for "the Landlords" and "the Sub-Tenant" had been
substituted for "the Tenants".
ELEVENTH
CONSENT TO
REGISTRATION The parties consent to registration hereof for preservation and
execution: IN WITNESS WHEREOF
SUB-LEASE
between
LEYLAND DAF FINANCE PLC
and
NOVELLUS SYSTEMS LIMITED
with consent of
CENTRAL REGIONAL COUNCIL
-------------------------------
SUBJECTS Upper Ground Floor
(East Wing)
The Forum
Callendar Business park
Falkirk
--------------------------------------------------------------------
MITCHELLS ROBERTON
SOLICITORS
GEORGE HOUSE
36 NORTH HANOVER STREET
GLASGOW G1 2AD
AB/DBR FAS 5026 RE BOX 77
LEY001.LSE