FOURTH AMENDMENT TO LEASE (El Capitan Building)
Exhibit
10.19
FOURTH
AMENDMENT TO LEASE
(El
Capitan Building)
THIS
FOURTH AMENDMENT TO LEASE (the “Amendment”) is made as of the 26th day of
September, 2006 (“Effective Date”), by and between Conexant
Systems, Inc.,
a
Delaware corporation (“Landlord”), and Newport
Fab, LLC,
a
Delaware limited liability company, doing business as Jazz
Semiconductor
(“Tenant”), with respect to the following:
RECITALS
A.
Landlord
is the landlord and Tenant is the tenant pursuant to that certain written lease
dated March 12, 2002, by and between Landlord, as landlord, and SpecialtySemi,
Inc. (“Original Tenant”), as tenant and amended as of October 1, 2004, November
31, 2005 and September 1, 2006 (collectively, the “Lease”). The Lease covers
certain premises (the “Leased Premises”) known as Buildings 503 and 505 and as
El Capitan located at 0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx
(collectively, the “Building”). Tenant has succeeded to the interests of
Original Tenant under the Lease.
B.
Tenant
and Acquicor Technology Inc. (“Parent”) are parties to that certain Agreement
and Plan of Merger (“Merger Agreement”) dated as of September 26, 2006 pursuant
to which Tenant shall be merged into and become a wholly-owned subsidiary of
Parent.
C.
Landlord
and Tenant wish to modify and amend the Lease, subject to the conditions set
forth herein.
AGREEMENT
NOW,
THEREFORE, IN CONSIDERATION OF the foregoing and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Landlord and Tenant hereby agree as follow:
1. Capitalized
Terms.
Capitalized terms used herein and not otherwise defined shall have the meanings
given to such terms in the Lease.
2. Modifications
of Lease.
Section
15.1(b) of the Lease is hereby deleted in its entirety and is of no further
force and effect.
3. Condition
Precedent to Effectiveness of this Amendment.
This
Amendment shall not be effective unless and until the Closing, as defined in
the
Merger Agreement, has occurred. In the event the Merger Agreement is terminated
for any reason without a Closing occurring, then this Amendment shall be void
and of no effect.
4. Lease
in Effect.
Landlord
and Tenant acknowledge and agree that the Lease, except as amended by this
Amendment, remains unmodified and in full force and effect in accordance with
its terms.
5. Entire
Agreement.
This
Amendment embodies the entire understanding between Landlord and Tenant with
respect to the subject matter hereof and can be changed only by an instrument
in
writing executed by both Landlord and Tenant.
6. Conflict
of Terms.
In the
event that there is any conflict or inconsistency between the terms and
conditions of the Lease and those of this Amendment, the terms and conditions
of
this Amendment shall control and govern the rights and obligations of the
parties.
IN
WITNESS WHEREOF, the undersigned have entered into this Amendment as of the
Effective Date of this Amendment.
| LANDLORD: | TENANT: | |
| Conexant Systems, Inc., a Delaware corporation | Newport Fab, LLC, a Delaware limited liability company, dba Jazz Semiconductor | |
| By: /s/ Xxxxxx X. X’Xxxxxx ______ | By: /s/ Shu Li_____________________ | |
| Name: Xxxxxx X. O'Reilly_______ | Name: Shu Li_____________________ | |
| Title:Senior Vice President & Chief Legal Officer | Title: Chief Executive Officer ________ | |
