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EXHIBIT 10.19
DATED 20th August 1999
LSI LOGIC EUROPE LIMITED
to
REMEDY UK LIMITED
with
REMEDY CORPORATION
as Surety
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UNDERLEASE
relating to part
first floor Greenwood House
London Road Bracknell
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[CANNINGS XXXXXXXX SOLICITORS LETTERHEAD]
Xxxxxxxx Xxxxx 00 Xxx Xxxxxx Xxxxxx XX0X 0XX
Tel 0000-000 0000 Fax 0000-000-0000
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THIS UNDERLEASE is made the 20th day of August 1999 BETWEEN LSI LOGIC EUROPE
LIMITED (Company No. 1633351) whose registered office is at Xxxxxxxxx Xxxxx
Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx XX00 0XX ("the Landlord" which expression shall
where the context so admits include the person for the time being entitled to
the reversion immediately expectant on the expiry of the term hereby created) of
the first part REMEDY UK LIMITED (Company No. 3207994) whose registered office
is at 000 Xxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX ("the Tenant" which expression shall
where the context so admits include its successors in title and assigns) of the
second part and REMEDY CORPORATION a company incorporated according to the laws
of Delaware whose principal place of business is at 0000 Xxxxxx Xxxxx Xxxxxxxx
Xxxx Xxxxxxxxxx XX-00000 and whose address for service in England and Wales is
c/o Xxxxx XxXxxxxx (Ref PWS) 000 Xxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX ("the
Surety") of the third part
WHEREAS:
(1) By a Lease ("the Lease") dated 13th January 1997 and made between Scottish
Amicable Life Assurance Limited ("the Superior Landlord" which expression
shall where the context so admits include its successors in title and
assigns)(1) and the Landlord (2) ALL THAT piece or parcel of land together
with the building thereon known as Xxxxxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxx which is for identification purposes only shown edged red on the
plan annexed to the Lease ("the Premises") were demised to the Landlord for
a term of twenty-five years from 25th December 1996
(2) The Premises remain vested in the Landlord for the unexpired residue of the
said term created by the Lease subject to the rents and covenants and
conditions on the part of the tenant reserved by and contained in the Lease
NOW THIS DEED WITNESSETH as follows:-
1 In consideration of the rents covenants and conditions hereinafter
reserved and contained and on the part of the Tenant to be paid observed
and performed the Landlord HEREBY DEMISES unto the Tenant ALL THOSE
premises described in the First Schedule hereto ("the Demised Premises")
TOGETHER WITH the rights set out in the Second Schedule hereto in common
with the Superior Landlord, the Landlord and any persons respectively
authorized thereby
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and any other person having the like rights EXCEPT AND RESERVED unto the
Superior Landlord the Landlord and all persons authorised thereby and
anyone otherwise entitled thereto the rights set out in the Third Schedule
hereto TO HOLD the same unto the Tenant for a term of three years from and
including 13th January 2000 (thus expiring on 12th January 2003) SUBJECT
TO the matters referred to in the Fourth Schedule hereto YIELDING AND
PAYING therefor during the said term:
1.1 The yearly rent of FOUR HUNDRED AND NINETEEN THOUSAND ONE HUNDRED AND
THIRTY-TWO POUNDS (L419,132) (subject to review in accordance with Clause
3 of the Lease as applied herein) by equal quarterly payments in advance
on the usual quarter days the first of such payments or a proportionate
part thereof in respect of the period commencing on 13th January 2000 and
ending on 24th March 2000 to be made on 13th January 2000
1.2 By way of further and additional yearly rent within fourteen days of
demand an amount equivalent to twenty-two decimal point seven two (22.72%)
of the yearly rents reserved by Clauses 2.2 and 2.3 of the Lease payable
at the same time as the said yearly rents reserved by the Lease are
payable
1.3 By way of further and additional rent the yearly rent of FORTY-SEVEN
THOUSAND NINE HUNDRED POUNDS (L47,900) by way of service charge by equal
quarterly payments in advance on the usual quarter days the first of such
payments or proportionate part thereof in respect of the period commencing
on the date of this Underlease and ending on the day preceding the quarter
day next following to made on the date of this Underlease.
1.4 By way of further and additional rent interest at the yearly rate of Four
pounds per centum per annum above the base rate for the time being of
Barclays Bank Plc upon all rents hereinbefore reserved and other payments
due to the Landlord under the provisions of this Underlease not paid
within seven days from and including the date upon which the same ought to
have been paid with effect from the date or dates upon which the same
become payable until the date on which payment thereof is received by the
Landlord (as well as before any judgment) such interest to be payable on
demand.
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1.5 Upon the production of a valid value added tax invoice addressed to
Tenant value added tax on any of the foregoing
2.1 Save as mentioned herein this Underlease shall be subject to the
covenants on the part of the Tenant exactly similar to those covenants
on the part of the tenant contained in the Lease (with the exception
of those relating to payment of rent) it being the intention of the
parties hereto that this Underlease shall be on the basis that the
covenants of the tenant within the Lease are deemed to be repeated
herein in full insofar as they relate to the Demised Premises and are
consistent with a subletting of part and the Tenant enters into
exactly similar covenants as those on the part of the tenant contained
in the Lease BUT so that the following variations to the said
covenants shall apply to this Underlease:
2.1.1 the covenants on the part of the Tenant contained in this Underlease
by virtue of the above will be covenants by the Tenant with the
Landlord and reference within the said covenants to "the Landlord" and
"the Tenant" shall be to the Landlord herein and the Tenant
respectively but so that where:
2.1.1.1 the consent of the Landlord is required to the doing of any act or the
carrying out of any works or for any other reason or
2.1.1.2 works have to be carried out or anything has to be done to the
satisfaction or to the approval of the Landlord or
2.1.1.3 the Landlord is entitled to enter on to the Demised Premises for any
reason or reserves to itself the right to enter on to the Demised
Premises
then reference to "the Landlord" in all such cases shall mean the
Landlord and the Superior Landlord and each of them and where any
consent or approval may not be unreasonably withheld under the Lease
then the same qualification shall apply to any consent or approval
required under this Underlease
2.1.2 Clauses 4.1(a) and (b) 4.3(a)(v) and (vi) 5.2 5.3 7.1 7.2(i) and 9 of
the Lease shall not apply or have effect within this Underlease
2.1.3 the following Clauses of the Lease shall be varied for the purposes of
this Underlease as follows:-
Clause 1.1 "Rent" shall mean the sum of the rents reserved by
Clauses 1.1.2 and 1.3 of this Underlease
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Clause 3 "Existing Rent" shall mean the yearly rent of FOUR
HUNDRED AND NINETEEN THOUSAND ONE HUNDRED AND
THIRTY-TWO POUNDS (L419,132) "Review Date" shall mean
25th December 2001 and "Demised Premises" shall mean
the Demised Premises as defined in this Underlease
Clause 4.3(a)(iv) the words "both" and "and the outside" shall be deleted
Clause 4.8(d)(i)&(ii) the words "without the consent of the Landlord such
consent not to be unreasonably withheld or delayed"
shall be deleted
Clause 5.4 the words "underleases (however inferior) surrenders"
shall be deleted
2.1.4 references in Clause 7.2 and 7.3 to insurances or policies effected by
the Landlord or risks or perils insured against by the Landlord or
against which the Landlord shall have maintained insurance shall in
all cases be references to insurances or policies effected by the
Superior Landlord or risks or perils insured against by the Superior
Landlord
2.2 The following covenants shall have effect as covenants on the part of
the Tenant herein:
2.3.1 to keep perform and observe the covenants terms and conditions on the
part of the tenant contained in the Lease so far as the same relate to
the Demised Premises with the exception of the covenants referred to
in Clause 2.1.2 of this Underlease as varied by Clauses 2.1.3 and
2.1.4 of this Underlease and to keep the Landlord indemnified against
all costs liabilities expenses and damages which result to the
Landlord arising out of or in connection with the Tenant's failure to
so keep observe and perform the said covenants terms and conditions
2.3.2 to comply with such regulations made in accordance with the principles
of good estate management as may be made from time to time by the
Landlord and notified to the Tenant relating to the Premises and/or
the car parking spaces and access thereto PROVIDED THAT nothing
hereunder shall entitle the Landlord
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to do anything which would amount to a derogation of grant or interfere
with the Tenant's right of quiet enjoyment hereunder
3. The Tenant HEREBY COVENANTS with the Landlord that it will:
3.1 pay the rents as hereinbefore reserved on the days and in the manner
aforesaid without any deduction or exercising any rights of set off (except
as required by law) and if so required by the Landlord pay the rent first
hereinbefore reserved by bankers' standing order or credit transfer to
such bank and account in the United Kingdom as the Landlord shall from time
to time nominate
3.2 not underlet or share possession or occupation of the whole or any part of
the Demised Premises
4. The Landlord HEREBY COVENANTS with the Tenant that:
4.1 subject to the payment by the Tenant of the rents hereinbefore reserved and
provided that the Tenant has complied with all the covenants and conditions
herein contained and on the part of the Tenant to be observed the Tenant
shall and may peaceably hold and enjoy the Demised Premises during the term
hereby created without any interruption by the Landlord or any person
lawfully claiming through under or in trust for it or by title paramount.
4.2 The Landlord will if so requested by the Tenant use all reasonable
endeavours to enforce the covenants entered into by the Superior Landlord
in the Lease
4.3 the Landlord shall observe and perform the covenants in the Lease save in
so far as they are the responsibility of the Tenant pursuant to this
Underlease
4.4 Subject to an indemnity for costs from the Tenant at the request and cost
of the Tenant to use reasonable endeavours to obtain from the Superior
Landlord all licenses which are necessary to enable the Landlord to grant
any license to the Tenant under this Underlease for which the Landlord's
consent under this Underlease is not to be unreasonably withheld or
delayed.
4.5 throughout the term to provide the services listed in the Fifth Schedule in
a proper and efficient manner and (where appropriate) using good and
suitable materials PROVIDED THAT the Landlord shall not be liable to the
Tenant for any breach of its obligations in this Clause 4.5 where the
breach was caused by
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something beyond the Landlord's control (provided the Landlord uses
reasonable endeavours to remedy the breach as soon as is reasonably
practicable)
5. The parties hereto hereby agree and declare that this Underlease is
made subject to exactly similar provisos agreements and provisions
(herein between the Landlord and the Tenant) as are contained in
Clause 7.3 and Clause 8 of the Lease as if the same were herein
repeated in full.
6.1 The Surety covenants with the Landlord named in this Underlease
throughout the Term and any extension by statute of the tenancy
created by this Underlease and (without the need for any express
assignment) with all of its successors in title:
6.1.1 if the Tenant does not pay the rents reserved by this Underlease or
any other sum due under this Underlease on the date on which it is due
to pay to the Landlord on demand the rents or other sum and the
expression "other sum" includes (without limitation) any sum that the
Tenant is ordered to pay in any proceedings arising out of this
Underlease or agreed to pay by way of settlement of those proceedings
6.1.2 if the Tenant is in breach of any provision of this Underlease to
remedy that breach on demand and to indemnify and keep indemnified the
Landlord against all losses costs and expenses suffered by the
Landlord as a result (directly or indirectly) of that breach
6.1.3 in addition to the obligations set out in clauses 6.1.1 and 6.1.2 of
this Underlease is disclaimed by the Tenant's trustee in bankruptcy or
liquidator;
6.1.3.1 to pay to the Landlord on demand an amount equal to the rents and
other sums of a recurring nature that would have been payable under
this Underlease for the period beginning on the date of disclaimer and
ending on the earliest of:
6.1.3.1.1 the date upon which the Demised Premises are re-let
6.1.3.1.2 three months from the date of disclaimer
6.1.3.2 if requested by the Landlord within ninety days of disclaimer to take
from the Landlord an Underlease of the Demised Premises from the date
of disclaimer for the residue of the Term at the rents payable at the
time of disclaimer and upon the same terms as those contained in this
Underlease with all provisions of a
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periodical nature expressed to apply on the actual dates that would
have applied if this Underlease had not been disclaimed
6.1.3.3 to pay the reasonable and proper costs of the Landlord incurred in
relation to the disclaimer and where appropriate the grant of the
lease to the Surety
6.2 The obligations of the Surety set out in Clause 6.1 will continue to
apply even if:
6.2.1 the Landlord grants any time or indulgence to the Tenant or fails to
enforce payment of the rents or other sums or the performance of the
terms of this Underlease
6.2.2 the Landlord refuses to accept the rents tendered when the Landlord
was entitled (or would after the service of a notice under the Law
of Property Xxx 0000 Section 146 be entitled) to re-enter the Demised
Premises
6.2.3 the terms of this Underlease are varied
6.2.4 the Tenant surrenders part of the Demised Premises and where this
happens the liability of the Surety under this Underlease continues
for the part of the Demised Premises not surrendered after making any
necessary apportionments under the Law of Property Xxx 0000 Section
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6.2.5 the Surety would have been released by any other event
7. Having been authorized to do so by an Order of the Mayor's and City of
London Court Case number MY 971275 made on 20th August 1999 under the
provisions of Section 38(4) of the Landlord and Xxxxxx Xxx 0000 (as
amended by the Law of Property Act 1969) the parties hereto agree that
the provisions of Sections 24 to 28 (inclusive) of that Act shall be
excluded in relation to the tenancy hereby created
8. This Underlease shall be governed by and construed in accordance with
English law and each party agreed to submit to the exclusive
jurisdiction of the English courts as regards any claim or matter
arising under this Underlease
9. The parties certify that there is no agreement for lease to which
this Underlease gives effect
IN WITNESS whereof the parties hereto have duly executed this Underlease as a
deed the day and year first before written
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THE FIRST SCHEDULE
("the Demised Premises")
ALL THOSE premises comprising part first floor of the Premises and shown for the
purposes of identification only edged red on the plan annexed to this Underlease
and comprising:
1. the paint paper and other decorative finishes applied to the interior of
the external walls and columns of the Premises but not any other part of
the external walls and columns
2. the floor finishes but nothing below them
3. the ceiling finishes and any suspended ceilings but nothing above the
ceiling finishes
4. any non-load-bearing internal walls wholly within the Demised Premises
5. the inner half of the internal non-load-bearing walls dividing the Demised
Premises from other parts of the Premises
6. the doors and door frames and internal window fittings
7. all additions and improvements
8. all fittings installed by the Landlord and/or the Superior Landlord
9. all fixtures (whether or not fixed to the property at the commencement of
the term) except any installed by the Tenant that can be removed without
defacing the Demised Premises
10. any Conduits (as defined in the Lease) wholly in the Demised Premises that
exclusively serve the Demised Premises
THE SECOND SCHEDULE
(Rights Granted)
1. The rights granted by paragraph 1 of Schedule 1 to the Lease
2. The right to use the passenger lift and the stairways shown hatched blue
on the plan annexed to this Underlease between the ground and first floors
of the
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premises only for proper purposes in connection with the use of the
Demised Premises.
3. The right to use the toilets situated on the first floor of the Premises.
4. The right to use sixty (60) car parking spaces within the curtilage of the
Premises for the purposes of parking private motor cars only belonging to
personnel working at or visiting the Demised Premises such car parking
spaces to be in the positions designated from time to time in writing by
the Landlord.
5. The right to display the Tenant's name and logo on an external sign in the
landscaped area at the front of the premises in such position and of such
size and design as the Landlord shall previously approve in writing (such
approval not to be unreasonably withheld or delayed) and to display its
name on any directory board maintained by the Landlord in the main
entrance area in the Premises.
6. The right of support and shelter from the Premises as enjoyed at the date
of this Underlease.
7. For so long as the Tenant is also the tenant of part of the ground floor
of the Premises demised by an underlease of even date herewith the right
to install and retain data and voice cabling connecting the Demised
Premises to such first floor premises within the existing riser ducts in
the Premises the Tenant making good any damage caused in the exercise of
this right.
THE THIRD SCHEDULE
(Rights Excepted and Reserved)
1. The matters referred to in Schedule 2 to the Lease.
2. The right to the transmission of utilities from and to the remainder of the
Premises through the Conduits (as defined aforesaid) that are now or may
during the term be on the Demised Premises.
3. The right for Landlord at all reasonable times upon reasonable prior notice
to enter the Demised Premises with or without workmen plant and materials
for the purposes of complying with its obligations contained in the Lease
or for carrying out alterations or to have access for any purpose to the
switch room
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risers or other parts of the Demised Premises or for the purposes set out
in Clause 4.9 of the Lease (as the same has effect in this Underlease)
4. The right to erect scaffolding for altering refurbishing re-fitting
repairing or cleaning the Premises provided that such scaffolding shall not
restrict access to or the use and enjoyment of the Demised Premises by the
Tenant
5. The right to alter refurbish re-fit and repair the Premises even if this
affects the light and air coming to the Demised Premises or temporarily
causes nuisance damage annoyance or inconvenience to the Tenant by noise
dust vibration or otherwise provided this does not materially affect the
Tenant's ability to use the Demised Premises for any purpose permitted by
this Underlease
6. The right in an emergency to pass through the Demised Premises in
accordance with any regulations or requirements of any competent authority
7. The right of support and protection from time to time enjoyed by other
parts of the Premises
THE FOURTH SCHEDULE
(Matters to which the Demised is subject)
The matters referred to in Schedule 3 to the Lease
THE FIFTH SCHEDULE
(Services)
1. Repairing the exterior and structure of the Premises including roofs
foundations load-bearing walls and columns external walls cladding floors
ceilings windows (excluding internal window fixings) and all other
structural parts (but excluding the finishes applied to the internal walls
ceilings and floors in the Demised Premises)
2. Repairing the outer half of all non-load-bearing walls that separate the
Demised Premises from other parts of the Premises
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3. Maintaining repairing cleaning decorating and lighting all parts of the
Premises over which the Tenant is granted rights in this Underlease
including the car park to a reasonable standard
4. Maintaining cleaning overhauling and serving all plant and service
conducting media in the Premises including the lifts
5. Cleaning the exterior of all windows and window frames of the Demised
Premises on a monthly basis
6. Providing air conditioning and heating to the Demised Premises to such
temperatures between the hours of 9:00 a.m. and 5:30 p.m. on normal working
days and between such dates as the Landlord may reasonably decide and
(subject to the Tenant meeting the proper costs of the same) at such other
times as may be requested by the Tenant
7. Maintaining repairing cleaning decorating and lighting the toilets on the
first floor of the Premises to a reasonable standard and to supply hot and
cold water and washing and toilet needs in the same
8. Providing and maintaining fire protection and fire fighting equipment in
the Premises (excluding the Demised Premises)
9. Keeping all landscaped areas tidy
10. Providing such security arrangements in the Premises as Landlord considers
adequate
11. Providing a reception desk in the entrance hall in the Premises that is
staffed during normal business hours
SIGNED as a deed by LSI LOGIC )
EUROPE LIMITED acting by a )
Director and its Secretary or )
two Directors )
Director Agent of LSI Logic Europe Limited
Secretary A.D. Xxxxx
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