EXHIBIT 10.15
LEASE
THIS LEASE, (Lease") is made and entered into this 31st day of July, 1999,
between MOTOROLA, INC., a Delaware corporation, having an office at 0000 X. 00xx
Xxxxxx, Mail drop 56-128, Xxxxxxx, Xxxxxxx 00000 (herein called "Motorola") and
SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company,
having an office at 0000 X. XxXxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 (herein called
"SCI").
1. PREMISES.
A. For and in consideration of the covenants and agreements on the part
of SCI contained herein, and under and subject to the terms and conditions
hereof, Motorola hereby leases and demises unto SCI exclusively those certain
premises in the buildings (each a "Building"), more particularly described on
EXHIBIT A attached hereto and made a part hereof (each a "Premises"), together
with the right to use all facilities that are provided by Motorola in common to
SCI and the other tenants (if any) of the particular Building, including, but
not limited to, (i) existing parking spaces consistent with planned use
(provided Motorola has access to such spaces); and (ii) easements for entry onto
the respective Premises consistent with past usage and sufficient to conduct the
Business (as defined in the Recap Agreement as hereinafter defined).
2. TERM.
The term of this Lease shall commence on July 31, 1999, and end at 11:59
P.M. local time at the respective Premises on the termination date specified on
EXHIBIT A for the particular Premises; provided, however, SCI may terminate this
Lease as to any or all of the Premises at any time (including during renewal
periods, if any) upon six (6) months prior written notice to Motorola. If a
termination date is not specified on EXHIBIT A for a particular Premises, this
Lease, with respect to such Premises, shall be for an initial one (1) year term
and shall automatically renew for additional one (1) year terms unless there is
written notice given six (6) months prior to the expiration of the then current
term (including the initial one (1) year term) of the intent not to renew by
either party. If the termination date for a particular Premises is only
expressed by a year, the Lease with respect to the particular Premises shall
expire as of December 31st of the particular year. If the termination date for
a particular Premises is only expressed by a month and year, the Lease with
respect to the particular Premises shall expire as of 31st of the particular
month and year.
3. RENT.
A. During the Term hereof, SCI will pay Monthly SCI Rent (as identified
on EXHIBIT A) to Motorola at the office of Motorola (or at such other place as
Motorola from time to time may notify SCI in writing) in monthly installments in
advance in the initial amount specified on Exhibit A and as subsequently
adjusted pursuant to the terms hereof. EXHIBIT A shall list the specific per
square foot costs for each Building based upon the particular Building's
depreciation schedule (including property taxes, insurance, etc.) based upon
Motorola's 1999 budget assumptions (collectively, "Fixed Costs"). Monthly SCI
Rent shall be allocated on an occupied per square foot basis. As an example, if
the particular Building consists of 1,000 square feet of
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space, 600 of which are occupied by Motorola and 300 square feet of which are
occupied by SCI, SCI will be responsible for 3/10 (300/1000) of Fixed Costs. If
Motorola were to reduce its occupancy to 200 square feet, SCI's Fixed Costs
would not change. Occupancy will be reviewed on a quarterly basis.
B. Variable costs shall include electricity and other utilities, all
building services, (including maintenance, janitorial, plumbing, etc.) and
similar costs associated with the particular Building not otherwise included in
Monthly SCI Rent (collectively, "Variable Costs"). Variable Costs shall be
allocated between SCI and Motorola according to the actual relative occupancy
(on a square foot basis) of each party without taking into account unoccupied
space and shall be based upon actual costs. As an example, if the particular
Building consists of 1,000 square feet of space, 600 square feet of which are
occupied by Motorola and 300 square feet of which are occupied by SCI, SCI will
be responsible for 1/3 (300/900) of the Variable Costs. If Motorola were to
reduce its occupancy to 200 square feet, SCI would be responsible for 3/5
(300/500) of the Variable Costs. Occupancy shall be reviewed on a quarterly
basis. SCI shall pay its share of Variable Costs in arrears based upon the
prior month's actual Variable Costs in order to allow for proper cost gathering.
Costs associated with establishing any new service that will be exclusively used
by either Motorola or SCI shall be the sole responsibility of such party.
C. The term "Shared Services" shall include security, cafeteria, health
services and related services and any other costs associated with the particular
Building not otherwise covered by this Lease that can be allocated based on
headcount. Motorola shall charge its costs related to the Shared Services
(other than Environmental Shared Services) back to SCI based on SCI's site
census projections for the current quarter; these charges will be based on the
actual charges from the previous month in order to allow for proper cost
gathering, and special custom services, such as cafeteria services or nurse
staff services to cover multiple shift schedules not required by Motorola, shall
be borne exclusively by SCI. The term "Shared Services" may include
environmental, safety or industrial hygiene services where appropriate and in
the parties best interest for issues relating to chemical handling, storage and
distribution, solid and hazardous waste management, industrial hygiene and
safety monitoring and compliance and emergency spill response and reporting, in
those situations where it is not otherwise not practicable either due to
regulatory constraints or cost (or as otherwise agreed by the parties) to
provide for segregation or separation of such services (collectively,
"Environmental Shared Services"). Motorola shall charge its costs related to
the Environmental Shared Services back to SCI based on actual cost (both direct
and indirect), to the extent practicable, if related to solid and hazardous
waste management and chemical usage otherwise according to the actual relative
occupancy (on a square foot basis) of each party, without taking into account
unoccupied space, or on such basis as the parties mutually agree.
D. Costs for services that are not reasonably allocable based on an
allocated square foot or headcount basis shall be billed on the basis of an
expense and allocation methodology to be reasonably agreed to between the
parties.
E. SCI may contract on its own account for services not otherwise covered
in Monthly SCI Rent including equipment moves, removal and deinstallation
provided SCI obtains Motorola's prior written consent, which consent shall not
be unreasonably withheld. Provided Motorola and SCI agree, any such contract
may be with Motorola and may be billed at cost.
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F. In the event that a particular Premises does not have a separate phone
system, SCI shall promptly pay any telephone costs incurred by it (collectively,
"Telephone Costs'). Other information technology related costs shall be
governed by that certain Transition Services Agreement dated July 31, 1999
between Motorola and SCI. To the extent this Lease covers information
technology expenses covered by such Transition Services Agreement this Lease
shall be modified to exclude such expenses.
G. Monthly SCI Rent, SCI's share of Variable Costs and Shared Services
and Telephone Costs and any other charges or expenses due and owing from SCI to
Motorola under this Lease are sometimes hereinafter collectively referred to as
"Rent".
F. All Rent payments shall be adjusted with appropriate proration if the
Term for a particular Premises hereof should commence on a date other than the
first day of a calendar month or end on a date other than the last day of a
calendar month. Rent shall be paid to Motorola at the following address:
Motorola, Inc., 0000 X. 00xx Xxxxxx, Mail drop 56-107, Xxxxxxx, Xxxxxxx 00000,
Attn: Xxx Xxxxx, Manager Credit Department.
4. USE.
SCI shall have the right to use the respective Premises for the
use for which such Premises are currently being used. In addition, SCI may use
the Premises for any reasonably related or reasonably similar use thereto
provided SCI gives prior written notice to Motorola of such additional use.
5. INGRESS AND EGRESS.
SCI shall have the same access to the respective Premises consistent with
past usage and sufficient to conduct the Business (as defined in the ReCap
Agreement).
6. CHANGES, ALTERATIONS AND ADDITIONS.
SCI may from time to time make improvements as appropriate for use of the
respective Premises necessary to comply with environmental, health or safety law
and such costs shall be paid for by Motorola, except if such improvement was
made necessary because of SCI's use of the particular Premises in which case the
cost will be borne proportionately between SCI and Motorola based upon such
parties use/need of the improvement.
7. PROVISION OF SERVICES.
Motorola shall be responsible for providing the services that are included
in Variable Costs.
8. EQUIPMENT; CONDITION OF PREMISES AT END OF TERM.
A. SCI shall be responsible for removing all equipment (owned or leased
by SCI) from the respective Premises (excluding the Premises identified as
"CDMC" on Exhibit A; the "CDMC Premises") at its costs upon the expiration or
earlier termination of this Lease, and will
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otherwise surrender the respective Premises broom clean, in good order and
condition, ordinary wear and damages which SCI is not required to repair under
the terms of this Lease excepted.
B. Motorola shall reimburse one half of all of SCI's expenses incurred in
connection with the transition of the CDMC operations to Com 1 up to a cap of
Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000.00). Such
transition costs shall include, without limitation, all costs related to
deinstalling, packing and shipping the SCI equipment located at CDMC, all costs
incurred in cleaning up the CDMC, all costs related to the installation of such
equipment at the Com 1 facility, and all operating costs of Com 1 pending the
completion of the facilitization of Com 1. Prior to the move, SCI shall review
its budget for the CDMC move with Motorola. In the event SCI has not removed
all of its equipment from the CDMC by January 1, 2001, SCI shall pay to Motorola
monthly liquidated damages of $1,000,000 per month for each of the first three
months after January 1, 2001 and $2,000,000 per month for each month thereafter.
Such liquidated damages shall be pro-rated on a daily basis.
9. INSPECTION.
SCI will allow Motorola access to the respective Premises at reasonable
times during normal working hours (upon reasonable advance notice), for the
purpose of examining, exhibiting or making alterations and/or repairs reasonably
deemed to be necessary by Motorola to the same or making repairs Motorola is
required to make.
10. DAMAGE, DESTRUCTION OR TAKING OF A PREMISES.
If less than twenty percent (20%) of a Premises is damaged or taken, then
Motorola shall be obligated to restore the applicable Premises to the extent
possible and commit any insurance proceeds thereto and the Lease shall continue
in full force and effect (except that Rent shall, until repair of the damaged
portions is substantially completed, be apportioned according to the portion of
the applicable Premises which remains usable). If more than twenty percent
(20%) is damaged or taken then either party may terminate this Lease upon five
(5) business days' notice to the other party.
11. DISPUTES.
Disputes will be resolved in accordance with Article 4.3 of that certain
Reorganization Agreement dated as of May 11, 1999 by and between SCI, SCG
Holding Corporation, a Delaware corporation and Motorola.
12. INSURANCE.
A. SCI, at its expense, shall maintain commercial general liability
insurance with a combined single liability limit of not less than One Million
and No/100 Dollars ($1,000,000.00) per occurrence upon or in connection with the
use of the respective Premises resulting in injury or death, in standard form
policies, with an insurance company or companies authorized to do business in
the State wherein the particular Premises are located. The parties may adjust
said limits from time to time to be consistent with industry standards in light
of the particular Premises and the permitted use.
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B. The parties release each other, and their respective authorized
representatives, from any claims for death and/or injury to any person or damage
to the respective Premises and the Buildings and other improvements in which
such Premises are located, and to the fixtures, personal property, SCI's
improvements and alterations of either Motorola or SCI in or on the respective
Premises and the Buildings and other improvements in which such Premises are
located that are caused by or result from risks insured against under any
insurance policies carried by the parties and in force at the time of any such
damage.
C. Each party shall cause each insurance policy obtained by it to provide
that the insurance company waives all right of recovery by way of subrogation
against either party in connection with any such covered damage. Neither party
shall be liable to the other for any damage caused by fire or any of the risks
insured against under any insurance policy required by this Lease.
13. ASSIGNMENT OR SUBLETTING.
This Lease shall be binding upon, inure to the benefit of, and be
enforceable by or against the parties hereto and their respective successors and
assigns; provided, however, neither party hereto may assign this Lease without
the prior written consent of the other (which consent shall not be unreasonably
withheld) except to a party that acquires all or substantially all of the assets
of the assigning party or for the account of the lenders providing bank
financing, solely and specifically for the purpose of securing such bank
financing as contemplated by the ReCap Agreement (as hereinafter defined);
provided that in the event any of the companies identified on EXHIBIT B acquires
substantially all of the assets or voting stock of SCI, Motorola shall have the
right to terminate this Lease upon six (6) months' prior written notice.
14. PROPERTY MANAGEMENT.
The respective Premises are to be managed by a professional management
company of recognized standing selected by Motorola and reasonably acceptable to
SCI, with experience in management of similar properties consistent with
criteria to be mutually agreed between the parties.
15. SUBORDINATION.
This Lease shall be subject and subordinated at all times to the liens of
any current or future mortgages or deeds of trust on the fee interest in any of
the Premises or other security instrument in any amount or amounts whatsoever
now existing or hereafter encumbering the respective Premises, provided SCI
receives a commercially reasonable non-disturbance agreement from the related
mortgagee/trustee.
16. ENVIRONMENTAL.
A. Allocation of responsibility for environmental liabilities pre-dating
the date of this Lease shall be covered by that certain Agreement and Plan of
Recapitalization and Merger dated as of May 11, 1999 by and between Motorola,
SCI, SCG Holding, LLC, TPG Semiconductor Holdings Corp. and TPG Semiconductor
Acquisition Corp. (the "ReCap Agreement").
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Capitalized Terms not otherwise defined in this Paragraph shall have the
meanings set forth in the ReCap Agreement.
B. SCI acknowledges that it is responsible for complying and agrees that
it will comply in all material respects, with applicable environmental laws,
including those relating to worker health and safety, the Release of Hazardous
Substances, and the management, storage, treatment, recycling or disposal of any
waste generated as a result of its operations in any of the Premises. SCI
acknowledges that it is the owner and generator of waste generated from its
activities on the respective Premises and the particular Building.
C. SCI agrees to indemnify and save harmless Motorola from and against
any and all claims/liabilities relating to SCI's use or occupancy of any of the
Premises involving the Release of Hazardous Substances, or non-compliance with
environmental laws in effect on or after the date of this Agreement, unless such
claim or liability is subject to the provisions of Article XI of the ReCap
Agreement in which case the ReCap Agreement shall apply. Motorola agrees to
indemnify SCI for claims/liabilities relating to Motorola's use or occupancy of
any of the Premises involving the Release of Hazardous Substances, or the
non-compliance with environmental laws in effect on or after the date of this
Agreement, unless such claim or liability is subject to the provisions of
Article XI of the ReCap Agreement in which case the ReCap Agreement shall apply.
D. SCI and Motorola agree to develop mutually agreeable solutions to
address permit and pollution control/abatement issues presented by any joint
occupancy of operations including where the potential for commingling of
chemicals, or cogeneration of air emissions and hazardous substances may be
present. Consistent with this provision, the parties agree as follows with
respect to those Premises located in Mesa, Arizona:
i. RELEASES OF HAZARDOUS SUBSTANCES BY SCI. SCI agrees
to report immediately to Motorola any Release of Hazardous
Substances on or about the Premises in connection with or
related to SCI's operations provided that SCI shall not be
required to report any Release that (a) is not reportable to
any Governmental Authority pursuant to applicable
environmental law, (b) is contained within the Premises and
promptly and completely removed from any floor or ground
surface or (c) would not be reasonably expected to cause an
adverse and material impact or undue interference with the
operations of Motorola at the Premises. SCI agrees that
containment and cleanup of any such Release of Hazardous
Substances by SCI shall be SCI's sole responsibility and at
their expense and shall be performed to the satisfaction of
all Governmental Authorities having jurisdiction and to the
reasonable satisfaction of Motorola.
ii. RELEASES OF HAZARDOUS SUBSTANCES BY MOTOROLA.
Motorola agrees to report immediately to SCI any Release of
Hazardous Substances on or about the Premises in connection
with or related to Motorola's operations provided that
Motorola shall not be required to report any Release that
(a) is not reportable to any Governmental Authority pursuant
to applicable environmental law (b) is contained within the
Premises under Motorola's
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immediate control and are promptly and completely removed
from any floor or ground surface or (c) would not be
reasonably expected to cause an adverse or material impact
or undue interference with operations of SCI on the
property. Motorola agrees that containment and cleanup of
any such spill or Release of Hazardous Substances by
Motorola shall be Motorola's sole responsibility and at
their expense and shall be performed to the satisfaction of
all Governmental Authorities having jurisdiction and to the
reasonable satisfaction of SCI.
iii. RECORDS. In connection with SCI's operations at the
Premises, SCI shall keep, and shall require its respective
contractors to keep, records and other documentation
("Records") consistent with requirements under applicable
environmental laws. SCI agrees to permit at all reasonable
times duly authorized representatives of Motorola to inspect
and have access to those portions of such Records, as are
reasonably necessary for Motorola to comply with applicable
environmental law or to defend claims or respond to
Government Authorities. In connection with Motorola's
operations, Motorola shall keep, and shall require its
respective contractors to keep, Records consistent with
requirements under applicable environmental laws. Motorola
agrees to permit, at all reasonable times, duly authorized
representatives of SCI to inspect and have access to those
portions of such Records as are reasonably necessary and
relevant SCI to comply with applicable environmental law or
to defend claims or respond to Government Authorities. Each
of SCI and Motorola shall be obligated under this paragraph
only to the extent that it has actual knowledge that such
Records are or will be required. Motorola agrees to permit,
at all reasonable times, duly authorized representatives of
SCI to inspect and have access to Records which they deem
reasonably necessary for purposes of auditing and verifying
compliance with applicable environmental law and relevant
provisions of the Lease.
iv. MANAGEMENT OF WASTE FROM SCI'S OPERATIONS. Motorola
agrees to manage SCI's hazardous, special or solid waste
generated on the Premises to the extent that such waste is
substantially the same in character as and does not increase
significantly in volume from the waste generated prior to
commencement of the Lease. Such management shall include
co-mingling of solvent waste and the disposal of such waste
under Motorola's EPA Hazardous Waste ID Number, to the
extent permissible under applicable law. If such management
is not permissible, Motorola will reasonably cooperate with
SCI to obtain all necessary permits or approvals and make
any necessary modifications to the Premises, in each case at
SCI's cost. SCI shall notify Motorola promptly of any
change in classifications or management requirements with
respect to its waste under applicable environmental law, to
the extent SCI has actual knowledge of any such changes, or
any other change with respect to the waste that would affect
the obligations of Motorola under this Lease or applicable
environmental law (including, without limitation, written
health and safety
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requirements). To the extent that SCI is managing such
activities, SCI shall comply with applicable environmental
laws regarding waste stored in containers, including without
limitation requirements regarding the condition and type of
container, labeling, and waste characterization, and agrees
to work with Motorola to reach a mutually agreed upon system
for coordinating hazardous waste activities.
v. WASTEWATER FROM SCI'S OPERATIONS: Motorola agrees
that SCI may continue to discharge wastewater from its
operations at the Premises to the Motorola wastewater
treatment plant. The treated wastewater will be subject to,
and discharged pursuant to, Motorola's wastewater discharge
permit, to the extent permissible by law. If such discharge
or use of Motorola's permit is not permissible, Motorola
will reasonably cooperate with SCI to obtain all necessary
permits or approvals and to make any necessary modifications
to the Premises, in each case at SCI's cost. SCI agrees to
provide in a timely manner to Motorola information
concerning wastewater concentrations and volume information
and such other information that Motorola may reasonably
request or that may be necessary for Motorola to comply with
applicable environmental law or that may be necessary for
allocation of costs. SCI shall inform Motorola prior to
making any changes that may affect its wastewater or level
of usage or in any way affect the ability of Motorola to
meet its permit requirements or otherwise comply with
applicable environmental law. If the change proposed by SCI
is incompatible with requirements pertaining to the
discharge of such wastewater, Motorola shall not make such
changes until proper authorization has been obtained. Any
fees or other costs related to such authorization shall be
charged to SCI.
vi. AIR EMISSIONS FROM SCI'S OPERATIONS. Motorola
agrees that SCI may continue to emit its air emissions from
its operations at the Premises in the same manner as before
commencement of the Lease. Such air emissions may be
subject to, and emitted pursuant to, Motorola's air permits,
to the extent permissible by law. If such emissions or use
of Motorola's air permits is not permissible, Motorola will
reasonably cooperate with SCI to obtain the necessary
permits or approvals and to make any necessary modifications
to the Premises, in each case at Motorola's cost. Motorola
agrees to provide in a timely manner to Motorola information
concerning air emissions as Motorola may reasonably request
or that may be necessary for Motorola to comply with
applicable environmental law or that may be necessary for
allocation of costs. SCI shall inform Motorola prior to
making any changes that may affect Motorola's air emissions
or in any way affect the ability of Motorola to meet its
permit requirements. If the change proposed by SCI is
incompatible with requirements pertaining to the air
emissions, SCI shall not make changes until proper
authorization has been obtained. Any fees or other costs
related to such authorization shall be charged to SCI.
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vii. SAFETY. The safety of SCI's employees, contractors,
suppliers, agents, or invitees of SCI shall be the full
responsibility of SCI. The safety of Motorola's employees,
contractors, suppliers, agents, or invitees of Motorola
shall be the full responsibility of Motorola. Motorola
agrees that SCI employees may, at SCI's option and cost and
subject to availability, receive training at Motorola
University.
17. NOTICES.
All notices, approvals or requests in connection with this Lease shall be sent
by certified mail, return receipt requested, via facsimile or hand delivery,
provided, however, that no notice other than by certified mail shall constitute
a notice of default authorizing cancellation of this Lease. All notices shall
be effective when received. Notices shall be addressed as follows:
If to Motorola: Motorola, Inc.
Semiconductor Products Sector
0000 X. 00xx Xxxxxx, Mail drop 56-128
Xxxxxxx, Xxxxxxx 00000
Facsimile Number: (000) 000-0000
Attn: Xxxx Xxxxxxx
With a copy to: Motorola, Inc.
Law Department
0000 X. Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: General Counsel
If to SCI: Semiconductor Components Industries, LLC
0000 X. XxXxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Facsimile Number: (000) 000-0000
Attn: Xxxxx Xxxxxxxx
With copies to: Xxxxx Xxxxxxx
Texas Pacific Group
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Facsimile Number: (000) 000-0000
and
Cleary, Gottlieb, Xxxxx & Xxxxxxxx
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxx, Esq.
Fax: (000) 000-0000
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18. WAIVER.
Failure or delay on the part of Motorola or SCI to exercise any right,
remedy, power or privilege hereunder shall not operate as a waiver thereof. A
waiver, to be effective, must be in writing and must be signed by the party
making the waiver. A written waiver of a default shall not operate as a waiver
of any other default or of the same type of default on a future occasion.
19. AMENDMENTS.
No revision of this Lease shall be valid unless made in writing and signed
by duly authorized representatives of both parties.
20. CONSTRUCTION OF LANGUAGE.
Words of any gender used in this Lease shall be held to include any other
gender, and words in the singular shall be held to include the plural and the
plural to include the singular, when the sense requires. The paragraph headings
and titles are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part hereof.
21. RULES AND REGULATIONS.
SCI and Motorola agree from time to time to review the rules and
regulations of Motorola related to safety, care and cleanliness of the
respective Buildings and the preservation of good order therein and the comfort,
quiet enjoyment and convenience of other occupants of the Buildings that are
required to be followed within Motorola facilities of a similar size and nature
with operations similar to those conducted by SCI. SCI and Motorola shall
designate those rules and regulations that both parties reasonably agree are
appropriate and such rules and regulations shall be deemed to be terms and
conditions of this Lease.
22. COVENANT OF QUIET ENJOYMENT.
Motorola covenants that if and so long as SCI pays the Rent and all other
charges provided for herein, and performs all of its obligations provided for
herein, SCI shall at all times during the term hereof peaceably, have hold and
enjoy the Premises, without any interruption or disturbance from Motorola, or
any one claiming through or under Motorola, subject to the terms hereof.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed these presents, in
duplicate, the day and year first above-written.
MOTOROLA:
MOTOROLA, INC. a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------
SCI:
SEMICONDUCTOR COMPONENTS INDUSTRIES,
LLC, a Delaware limited liability company
By: /s/ Xxxxxxxx X. Xxxxxxxxx
-----------------------------
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EXHIBIT A
MONTHLY SCI RENT
FIXED
CURRENT ----------------------------------------
TITLE DEPT TITLE SPACE TYPE SQ FT PROP TAX INSURANCE BLDG DEPR
---------------------------------------------------------------------------------------------------------------
Mesa RB211 CDMC Class 10 14,975 $17,346.04 $2,995.00 $43,177.92
Mesa RB211 CDMC Test/Lab 2,305 $1,863.21 $480.21 $4,743.96
Mesa RB211 CDMC Storage 6,472 $3,074.20 $1,294.40 $8,090.00
Mesa RB211 CDMC Office 11,553 $1,829.23 $2,310.60 $4,813.75
Mesa RS565 Technology Module Office 1,450 $229.58 $290.00 $604.17
Development
Xxxxxxxx SP544 Package Design Office 1,998 $999.00 $399.60 $1,282.05
& Development
Xxxxxxxx SP544 Package Design Test/Lab 4,569 $2,284.50 $913.80 $2,931.78
& Development
00xx Xx XX000 XXX Global Office 5,911 $1,748.67 $1,182.20 $3,014.61
Sales-Xxx Xxxxx
00xx Xx XX000 XXX Global Office 15,776 $4,667.07 $3,155.20 $8,045.76
Sales-Xxx Xxxxxx
Tempe RB400 MKTG OPS Market Office 1,000 $333.33 $204.17 $695.83
Development
Tempe RB416 Design Systems Office 1,040 $346.67 $212.33 $723.67
Technology
Tempe RB569 NPD Programmable Office 2,622 $874.00 $535.33 $1,824.48
Arrays
Tempe RB582 MKTG OPS Office 2,438 $812.67 $497.76 $1,696.44
Applications E
Tempe RB585 Analog new Prod Lab 1,760 $924.00 $359.33 $1,943.33
Dev-Tem
Tempe RB585 Analog new Prod Office 7,472 $2,490.67 $1,525.53 $5,199.27
Dev-Tem
Tempe RB709 SCG Information Office 123 $41.00 $25.11 $85..59
Gateway
Tempe RM442 SCG R&QA Office 100 $33.33 $20.42 $69.58
Engineering
Tempe RM537 Log, Anal & Lab 3,377 $1,772.93 $689.47 $3,728.77
Optical New
Tempe RM537 Lob, Anal & Office 2,943 $961.00 $600.86 $2,047.84
Optical New
Tempe RM661 Analog Product Lab 2,415 $1,267.68 $493.06 $2,666.56
Engr.
Tempe RM661 Analog Product Office 5,382 $1,794.00 $1,098.83 $3,744.98
Engr
Tempe SP554 Package Design Lab 2,382 $1,250.55 $486.33 $2,630.13
& Development
BCG RENT FOR SPACE AT SPS USA SITES 98,063 $45,963.51 $19,769.53 $103,760.45
PLUS DI WATER CHARGES - BASED ON ACTUAL USAGE, NOT
SQUARE FOOTAGE MESA RB211 CDMC
*VARIABLE ESTIMATES*
------------------------- TOTAL RENT MONTHLY ANNUAL COST
TITLE DEPT TITLE ELECTRIC BLDG SVCS DUE COST PER SF PER SF
------------------------------------------------------------------------------------------------------------------
Mesa RB211 CDMC $36,189.58 $43,926.67 $143,635.21 $9.59 $115.10
Mesa RB211 CDMC $4,014.54 $4,974.96 $16,076.88 $6.97 $83.70
Mesa RB211 CDMC $6,795.60 $12,404.67 $31,658.87 $4.89 $58.70
Mesa RB211 CDMC $4,043.55 $20,025.20 $33,022.33 $2.86 $34.30
Mesa RS565 Technology Module $507.50 $2,513.33 $4,144.58 $2.86 $34.30
Development
Xxxxxxxx SP544 Package Design $1,698.30 $5,569.43 $9,948.38 $4.98 $59.75
& Development
Xxxxxxxx SP544 Package Design $3,883.65 $12,736.09 $22,749.81 $4.98 $59.75
& Development
00xx Xx XX000 XXX Global $1,674.78 $5,842.04 $13,462.30 $2.28 $27.33
Sales-Xxx Xxxxx
00xx Xx XX000 XXX Global $4,469.87 $15,591.95 $35,929.84 $2.28 $27.33
Sales-Xxx Xxxxxx
Tempe RB400 MKTG OPS Market $308.33 $637.50 $2,179.17 $2.18 $26.15
Development
Tempe RB416 Design Systems $320.67 $663.00 $2,266.33 $2.18 $26.15
Technology
Tempe RB569 NPD Programmable $808.45 $1,671.53 $5,713.78 $2.18 $26.15
Arrays
Tempe RB582 MKTG OPS $741.72 $1,554.23 $5,312.81 $2.18 $26.15
Applications E
Tempe RB585 Analog new Prod $858.00 $1,320.00 $5,404.67 $3.07 $36.85
Dev-Tem
Tempe RB585 Analog new Prod $2,303.87 $4,763.40 $16,282.73 $2.18 $26.15
Dev-Tem
Tempe RB709 SCG Information $37.93 $78.41 $268.04 $2.18 $26.15
Gateway
Tempe XX000 XXX X&XX $30.83 $63.75 $217.92 $2.18 $26.15
Engineering
Tempe RM537 Log, Anal & $1,646.29 $2,532.75 $10,370.20 $3.07 $36.85
Optical New
Tempe RM537 Lob, Anal & $907.43 $1,876.16 $6,413.29 $2.18 $26.15
Optical New
Tempe RM661 Analog Product $1,177.31 $1,811.25 $7,416.06 $3.07 $36.85
Engr.
Tempe RM661 Analog Product $1,659.45 $3,431.03 $11,728.28 $2.18 $26.15
Engr
Tempe SP554 Package Design $1,161.23 $1,786.50 $7,314.73 $3.07 $36.85
& Development
BCG RENT FOR SPACE AT SPS USA SITES $75,248.87 $145,773.82 $391,516.19 $3.99 $47.91
PLUS DI WATER CHARGES - BASED ON ACTUAL USAGE,
NOT SQUARE FOOTAGE ESTIMATE PER MONTH $18,066.67 BASED ON 3 MONTHS OF
1999 ACTUALS
TOTAL PAYMENT DUE TO SPS FOR OWNED SITES *VARIABLE COSTS ARE ESTIMATED* $409,582.85
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12
EXHIBIT B
SUBLESSEES OR ASSIGNEES TRIGGERING MOTOROLA'S TERMINATION RIGHT
AMD
Chartered Semiconductor
Fujitsu
Hitachi
Hyundai/LG Semiconductor
IBM
Intel
LSI Logic
Lucent
National
NEC
Xxxxxxxx
Samsung
Siemens
ST Microelectronics
Texas Instruments
Toshiba
TSMC
UMC
VLSI Technologies Inc.
13
