EXHIBIT 10.18
[LETTERHEAD OF CORNISH & XXXXX COMMERCIAL APPEARS HERE]
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SUBLEASE
Sublandlord: NeoMagic Corporation Master Premises:3260 Xxx Street,
Santa Clara, California
Subtenant: Juniper Networks, Inc. Date: June 17, 1996
1. Parties:
This Sublease is made and entered into as of June 11, 1996, by and between
NeoMagic Corporation ("Sublandlord"), and Juniper Networks, Inc. ("Subtenant"),
under the Master Lease dated February 5, 1996, between Xxxx X. Xxxxx, Trustee,
or his Successor Trustee, UTA dated 12/27/76 (Xxxxxxx X. Xxxxx 1976 Children
Trusts) and Xxxxx X. Xxxxxxxx, Trustee, or his Successor Trustee, UTA dated
12/27/76 (Xxxx Xxxxxxxxx 1976 Children Trusts) dba A&P Family Investments, as
"Landlord", and Sublandlord, as "Tenant", ("Master Lease"). A copy of the Master
Lease is attached hereto as Attachment I and incorporated herein by this
reference. Pursuant to the Master Lease, Sublandlord leases all of that certain
45,000+/- square foot, two-story building located at 0000 Xxx Xxxxxx, Xxxxx
Xxxxx, Xxxxxxxxxx 00000 (the "Master Premises").
2.Provisions Constituting Sublease:
2.1 This Sublease is subject to all of the terms and conditions of the Master
Lease. Subtenant hereby assumes and agrees to perform all of the obligations
of "Lessee" under the Master Lease to the extent said obligations apply to the
Subleased Premises and Subtenant's use of the Common Areas as depicted in
Exhibit "A" attached, except as specifically set forth herein. Sublandlord
hereby agrees to cause Lessor under the Master Lease to perform all of the
obligations of Lessor thereunder to the extent said obligations apply to the
Subleased Premises and Subtenant's use of the Common Areas. Neither Subtenant
nor its employees, agents, contractors or invitees ("Subtenant's Agents")
shall commit on the Subleased Premises or on any other portion of the Master
Premises any act or omission which violates any term or condition of the
Master Lease. Except to the extent waived or consented to in writing by the
other party or parties hereto who are affected thereby, neither of the parties
hereto will, by renegotiation of the Master Lease, assignment, subletting,
default or any other voluntary action, avoid or seek to avoid the observance
or performance of the terms to be observed or performed hereunder by such
party, but will at all times in good faith assist in carrying out all the
terms of this Sublease and in taking all such action as may be necessary or
appropriate to protect the rights of the other party or parties hereto who are
affected thereby against impairment. Nothing contained in this Section 2.1 or
elsewhere in this Sublease shall prevent or prohibit Sublandlord (a) from
exercising its right to terminate the Master Lease pursuant to the terms
thereof or (b) from assigning its interest in this Sublease or subletting
portions of the Master Premises other than the Subleased Premises. If
Sublandlord has a right under the Master Lease to terminate the Lease and
Sublandlord elects to exercise such right, Sub landlord shall so notify
Subtenant by giving at least thirty (30) days' notice, prior to the effective
date of such termination.
2.2 With respect to all of the provisions of the Master Lease incorporated into
this Sublease, wherever the word "Premises" is used in the Master Lease, for
purposes of this Sublease, the word "Subleased Premises" shall be substituted;
wherever in the Master Lease the word "Tenant" appears, for the purposes of this
Sublease, the word "Subtenant" shall be substituted; wherever in the Master
Lease the word "Landlord" appears, for the
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purposes of this Sublease, the word "Sublandlord" shall be substituted.
Notwithstanding the foregoing, the word "Landlord" in Paragraph 5 of the Master
Lease shall be deemed to refer to "Master Landlord," and the word "Sublandlord"
shall not be substituted therefor. All of the terms and conditions contained in
the Master Lease are incorporated herein, except as specifically provided below,
and the terms and conditions specifically set forth in this Sublease, shall
constitute the complete terms and conditions of this Sublease, except the
following paragraphs of the Master Lease which shall solely be the obligation of
Sublandlord: the description of the premises leased pursuant to the Master
Lease, Paragraphs, 2, 3 , 4A, 4D, 4E, 4F, 6, 7, 10, 11 (excluding telephone,
telex and other electronic communications), 12, 15, the words "of which
negligence Landlord has knowledge and reasonable time to correct" in Paragraph
16, 20, last two sentences of Paragraph 22(d), 34, 41, 43, 44, 46, 49, 50.
3. Subleased Premises and Rent:
3.1 Subleased Premises:
Sublandlord leases to Subtenant and Subtenant leases from Sublandlord the
Subleased Premises upon all of the terms, covenants and conditions contained
in this Sublease. The Subleased Premises consist of approximately
11,989+/- square feet (subject to Juniper's verification) of the Master
Premises and as shown in red on Exhibit "A" attached hereto.
3.2
Prior to the Commencement Date, Subtenant shall have access to the Subleased
Premises so that Subtenant may measure the floor area of the Subleased
Premises in order to verify the aforesaid square footage. If such
measurement determines that the actual floor area differs from the area set
forth hereinabove, Subtenant shall so notify Sublandlord and shall submit to
Sublandlord such data as Sublandlord may reasonably request to certify or
substantiate any measurements of the Subleased Premises performed by or for
Sublandlord in connection with this Sublease. If Sublandlord does not agree
with the measurement of the floor area as determined by Subtenant, the
parties shall promptly meet to measure the Subleased Premises together and
shall mutually determine the actual floor area. The Base Monthly Rent
payable pursuant to Paragraph 3.3 shall be adjusted accordingly so that it
is an amount equal to the monthly per square foot rental rate set forth in
Paragraph 3.3 multiplied by the actual square footage of the Subleased
Premises as so determined.
3.3 Rent:
Month Modified Full Service Rent
01 - 12 $1.65 per square foot per month
13 - 21 $1.75 per square foot per month
Subtenant shall pay to Sublandlord rent for the Subleased Premises without
deductions, offset, prior notice or demand. Rent shall be payable by
Subtenant to Sublandlord in consecutive monthly installments on or before
the first day of each calendar month during the Sublease Term. This is a
modified full service rent. Sublandlord shall be responsible for real
property taxes, property insurance, utilities (subject to the provisions of
Paragraph 10 below concerning HVAC) and general operating expenses. All
personal property insurance of Subtenant shall be the sole responsibility of
the Subtenant. Sublandlord shall not be responsible for providing janitorial
for Subleased Premises, however, Sublandlord shall be responsible for
maintaining the Common Areas including, but not limited to, the restrooms.
Maintenance shall be provided five (5) days a week.
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3.4 Security Deposit:
In addition to the Rent specified above, Subtenant shall pay to Sublandlord
an equivalent to last month's rent as a non-interest bearing Security
Deposit. Sublandlord shall return to Subtenant, within ten days after
Subtenant has vacated the Subleased Premises, the Security Deposit less any
sums due and owing to Sublandlord and/or the cost to Sublandlord to cure
any other of the Subtenant's breaches of the Sublease, all in accordance
with California Civil Code Section 1950.7 or any successor statute thereto.
3.5
Upon execution of the Sublease Agreement, Subtenant shall pay to
Sublandlord the first month's rent and security deposit.
4. Rights of Access and Use:
4.1 Use:
Subtenant shall use the Subleased Premises only for those purposes
permitted in the Master Lease, unless Sublandlord and Master Landlord
consent in writing to other uses prior to the commencement thereof.
5. Sublease Term:
5.1 Sublease Term:
The Sublease Term shall commence on July 1, 1996 subject to adjustment as
set forth in Paragraph 5.3 ("Commencement Date") and terminate twenty-one
(21) months after lease commencement or March 31, 1998 whichever date is
earlier. In no event shall the Sublease Term extend beyond the Term of the
Master Lease.
5.2
Upon the Commencement Date, Sublandlord shall deliver the Subleased
Premises with the roof, fire sprinkler system, HVAC system, electrical
(including all outlets), plumbing, exterior doors, interior doors, window
coverings and lighting in good working condition and with the tenant
improvements described in Paragraph 11 substantially completed to the
reasonable satisfaction of Subtenant.
5.3 Inability to Deliver Possession:
In the event Sublandlord is unable to deliver possession of the Subleased
Premises on July 1, 1996, Sub landlord shall not be liable for any damage
caused thereby, nor shall this Sublease be void or voidable but Subtenant
shall not be liable for Rent until such time as Sublandlord offers to
deliver possession of the Subleased Premises to Subtenant, but the term
hereof shall not be extended by such delay. If Subtenant, with Sub
landlord's consent, takes possession prior to commencement of the term,
Subtenant shall do so subject to all the covenants and conditions hereof
and shall pay Rent for the period ending with the commencement of the term
at the same rental as that prescribed for the first month of the term
prorated at the rate of 1/30th thereof per day. In the event Sublandlord
has been unable to deliver possession of the Subleased Premises by August
1, 1996, Subtenant, at Subtenant's option, may terminate this Sublease.
6. Option to Extend:
Subject to Sublandlord's right to terminate described below, provided Subtenant
is not in default, Sublandlord grants Subtenant one (1) Option to Extend the
term of the Sublease for a period of six (6) months. The terms and
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conditions shall remain the same, except for the monthly rent which shall be
adjusted to $1.85 modified full service per square foot per month. In order to
exercise the Option, Subtenant shall provide Sublandlord with written notice not
less than one hundred eighty (180) days preceding the expiration date of the
Sublease term.
Sublandlord shall have the right to terminate Subtenant's Option to Extend
provided Sublandlord provides Subtenant with thirty (30) days written notice,
from receipt of Subtenant's written notice to exercise its Option to Extend, of
its intent to terminate the Option to Extend. Sublandlord has no obligation to
Subtenant to exercise its Option to Extend.
7. Parking:
Sublandlord will grant Subtenant their prorata share of the 150 parking spaces
granted to the building by the Master Lease. Said proration to be determined by
dividing square footage of Subleased Premises by the total Master Premises'
square footage then multiplying this percent by the total parking spaces
granted.
8. Elevator:
Subtenant shall be permitted access to the building's elevator in order to move
into and vacate the Premises, as well as on a case by case basis, with adequate
advance notice, when a need might arise.
9. Mail Delivery:
Subtenant will have the right to assist in the sorting of the mail upon mail
arrival.
10. HVAC Hours:
Sublandlord shall provide HVAC Monday through Friday from 7:00 a.m. to 7:00 p.m.
and Saturday from 9:00 a.m. to 1:00 p.m. After hour HVAC will be $20 per hour.
11. Tenant Improvements:
Sublandlord, at Sublandlord's sole cost and expense, shall demise the Subleased
Premises and provide secondary emergency exit doors. Sublandlord and Subtenant
shall split the cost 50%/50% for card key access to the Common Area restroom
doors only. In addition, said demising shall include the following: (1)
segregation of Sub landlord and Subtenant as depicted in Exhibit "A" page 1 and
2, (2) switches that control the lights and HVAC within the Subleased Premises
located within the Subleased Premises, (3) alarmed panic door hardware where
required for security purposes. The parties shall attach a mutually acceptable
demising plan to this Sublease within five (5) days after mutual execution and
delivery of this Sublease by Sublandlord and Subtenant.
12. Capital Improvement Costs:
Subtenant shall be responsible for its prorata share of capital improvement
costs charged to Sublandlord under the Master Lease.
13. Alterations:
Subtenant shall not make any alterations to the interior or exterior of the
Premises without prior written consent of Sublandlord.
13.1
Subject to approval of the particular plans therefor, Sublandlord (and
Master Landlord by execution of the Consent to Sublease) hereby approves
the addition within the Subleased Premises of the following: (i) a
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"server room" (of approximately 250 square feet), (ii) a laboratory (of
approximately 300 square feet), (iii) anti-static flooring in the
laboratory, and (iv) customized electrical distribution for the "server
room" and the laboratory. The improvements stated in 13.1 and all other
improvements made to the Subleased Premises by the Subtenant shall be
removed prior to the termination of the Sublease and the Subleased Premises
shall be returned back to the condition as of the Commencement Date except
for the following: ordinary wear and tear, casualty damage, condemnation
and Hazardous Materials (as defined in Paragraph 47 of the Master Lease)
not introduced in, on, to, under or around the Subleased Premises by
Subtenant or its employees, agents, contractors or invitees.
14. Code Compliance Work:
In the event code compliance work is required, Sublandlord shall be responsible
for code compliance work related to the demising of the second floor sublease
space. However, if any actions by Subtenant trigger said code compliance work,
Subtenant shall be responsible for said costs.
15. Notices:
Any notice or report required or desired to be given regarding this Sublease
shall be in writing, may be given by personal delivery, by facsimile, by courier
service or by certified mail, return receipt requested. Any notice or report
addressed to Subtenant or to Sublandlord at the addresses shown on the signature
page hereof, as appropriate, shall be deemed to have been given (i) on the date
the U.S. Post office certifies delivery, nondeliverability or refusal of
delivery if such notice or report was deposited in the United States mail,
certified, postage prepaid, (ii) when delivered if given by personal delivery,
(iii) on the business day following deposit, cost prepaid, with Federal Express
or similar private carrier, if next business day delivery was requested, and
(iv) in all other cases when actually received. Either party may change its
address by giving notice of the same in accordance with this Paragraph. 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.
16. Broker Fee:
Sublandlord shall pay Cornish & Xxxxx Commercial, a licensed real estate broker
representing Sublandlord, fees set forth in a separate agreement between Sub
landlord and Broker, such fees will be split 50%/50% between Cornish & Xxxxx
Commercial and Colliers Xxxxxxx International, a licensed real estate broker
representing Subtenant.
17. Broker:
Each party warrants and represents to the other party hereto that it has not
dealt with any brokers in connection with this Sublease other than the brokers
identified in Paragraph 16 of this Sublease (the "Brokers"). Each party hereby
indemnifies and holds the other party hereto harmless from any and all loss,
damage, claim, liability, cost or expense (including, but not limited to,
reasonable attorneys' fees, expenses and court costs) arising out of or in
connection with any breach of the foregoing warranty and representation. The
provisions of this Paragraph shall survive the expiration or earlier termination
of this Sublease.
18. Assignment and Subletting:
Notwithstanding any provision to the contrary in this Sublease, including,
without limitation, any provision of the Master Lease incorporated herein,
Sublandlord shall not withhold its consent to any assignment or subletting which
either does not require the consent of Master Landlord or which requires the
consent of Master Landlord and to which Master Landlord consents. If Subtenant
desires to Sublease the Subleased Premises, Sublandlord
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shall have Right of First Refusal of such space. Upon receiving written notice
of Subtenant's desire to Sublease, Sublandlord shall respond in writing its
decision to Sublease within ten (10) days. The rental rate shall be the same as
Paragraph 3.3.
19. Waiver of Subrogation:
Notwithstanding any provision to the contrary m this Sublease, including,
without limitation, any provision incorporated from the Master Lease, the
parties hereto release each other and their respective agents, employees,
successors, assignees and subtenants from all liability for damage to any
property that is caused by or results from a risk which is actually insured
against, which is required to be insured against by either party under this
Sublease or the Master Lease, or which would normally be covered by the standard
form of "all risk-extended coverage" property insurance, without regard to the
negligence or willful misconduct of the entity so released. Each party shall use
its best efforts to cause each insurance policy it obtains to provide that the
insurer thereunder waives all right of recovery by way of subrogation as
required herein in connection with any injury or damage covered by the policy.
If such insurance policy cannot be obtained with such waiver of subrogation, or
if such waiver of subrogation is only available at additional cost and the party
for whose benefit the waiver is not obtained does not pay such additional cost,
then the party obtaining such insurance shall immediately notify the other party
of that fact.
20. Waiver of Subrogation in Master Lease:
Upon Master Landlord's execution of the Consent to Sublease which follows this
Sublease, the waiver of subrogation provision in Paragraph 15 of the Master
Lease, notwithstanding any provision to the contrary in this Sublease or the
Master Lease; shall be effective between Master Landlord and Subtenant with
respect to insured casualties regarding the Subleased Premises as well as
between Master Landlord and Sublandlord.
21. Master Lease Enforcement:
Sublandlord shall diligently attempt to enforce Master Landlord's obligations
under the Master Lease with respect to or affecting the Subleased Premises
and/or any common areas used (or available for use by Subtenant). Subtenant
acknowledges that Sublandlord is under no duty to make repairs or improvements
to the Subleased Premises except as specifically set forth in the Master Lease.
22. Sublandlord's Cooperation:
If Master Landlord's consent is required for any action which Subtenant desires
to take under this Sublease, Sublandlord shall cooperate with Subtenant to
obtain such consent. If Master Landlord fails to perform any of its obligations
under the Master Lease, Sub landlord, at the request of Subtenant, shall use its
good faith efforts to obtain Master Landlord's performance of such
obligation(s).
23. Sublandlord's Corporate Authority:
Sublandlord represents (a) that it is a corporation organized and existing under
the laws of the State of California and is qualified to do business in the State
of California; (b) that this Sublease has been duly authorized by all required
corporate action; and (c) that the persons executing this Sublease are
authorized to execute this Sublease on behalf of Sublandlord.
24. Representations:
Sublandlord represents to Subtenant that the Master Lease has not been amended
or modified, that to the best of Sub landlord's knowledge Sub landlord is not
now and as of the Commencement Date will not be, in default or breach of any of
the provisions of the Master Lease, that Sublandlord has no knowledge of any
claim by Master
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Landlord that Sublandlord is in default or breach of any of the provisions of
the Master Lease, that to the best of Sublandlord's knowledge Master Landlord
has performed all obligations and covenants to be performed or observed by
Master Landlord under the terms of the Master Lease, and that Sublandlord has
not previously assigned or sublet all or any portion of the Subleased Premises.
25. Covenant of Quiet Enjoyment:
Sublandlord shall secure to Subtenant and Subtenant's employees and invitees the
quiet and peaceful possession of the Subleased Premises for the term (including
any extensions thereof), subject to the terms of this Sublease.
26. Damage and Destruction:
Sublandlord shall give Subtenant a copy of any notice Sublandlord receives from
Landlord under paragraph 24 of the Master Lease promptly upon Sublandlord's
receipt of any such notice. Subtenant shall have the same rights of termination
of the Sublease in the event of damage and destruction that Sublandlord has with
respect to the Master Lease under paragraph 24 of the Master Lease.
27. Access:
Subtenant shall have access to the Subleased Premises and the Common Areas
twenty-four (24) hours a day, every day.
28. Signage:
Subtenant, at Subtenant's sole cost and expense, shall have the right to install
signage as depicted in Exhibit "B" attached.
Sublandlord: NEOMAGIC CORPORATION
0000 Xxx Xxxxxx, Xxxxx Xxxxx, XX 00000
By: /s/ Xxxx Xxxxxxx Date: 6/19/96
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Subtenant: JUNIPER NETWORKS, INC.
0000 Xxx Xxxxxx, Xxxxx Xxxxx, XX 00000
By: [SIGNATURE APPEARS HERE] Date: 6/18/96
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NOTICE TO SUBLANDLORD AND SUBTENANT: CORNISH & XXXXX COMMERCIAL, IS NOT
AUTHORIZED TO GIVE LEGAL OR TAX ADVICE; NOTHING CONTAINED IN THIS SUBLEASE OR
ANY DISCUSSIONS BETWEEN CORNISH & XXXXX AND SUBLANDLORD AND SUBTENANT SHALL BE
DEEMED TO BE A REPRESENTATION OR RECOMMENDATION BY CORNISH & XXXXX COMMERCIAL,
OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL EFFECT OR TAX CONSEQUENCES OF THIS
DOCUMENT OR ANY TRANSACTION RELATING THERETO. ALL PARTIES ARE ENCOURAGED TO
CONSULT WITH THEIR INDEPENDENT FINANCIAL CONSULTANTS AND/OR ATTORNEYS REGARDING
THE TRANSACTION CONTEMPLATED BY THIS PROPOSAL.
0000 Xxx Xxxxxx, Xxxxx Xxxxx
[FLOOR PLAN APPEARS HERE]
[Common Area]
[EXHIBIT A]
Page 1 of 2
[FLOOR PLAN APPEARS HERE]
[EXHIBIT A]
Page 2 of 2
[SIGN 1*] [SIGN 2*]
[JUNIPER NETWORKS]
[NEOMAGIC] [JUNIPER NETWORKS]
[LOBBY]
[SHIPPING/RECEIVING]
[*SIGNAGE WILL BE VISABLE FROM FRONT AND REAR OF EACH SIGN, DIRECTIONAL ARROWS
ADJUSTED ACCORDINGLY]
[EXHIBIT B]
Xxxxx/Arrillaga
June 6, 1996
Ms. Xxxx Xxxxxxx
Chief Financial Officer
Neomagic Corporation
0000 Xxx Xxxxxx
Xxxxx Xxxxx, XX 00000
Re: CONSENT TO SUBLEASE TO JUNIPER NETWORKS, INC., CALIFORNIA CORPORATION
Gentlemen:
This letter is written with regard to your proposed sublease of approximately
11,989(+)(-) square feet of space (as shown on Exhibit A attached hereto) (the
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"Sublet Premises") of the 45,000 square feet of space leased by Tenant at 0000
Xxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx, under Lease Agreement dated February 6,
1996 ("Master Lease"), by and between A&P Family Investments ("Master
Landlord"), and Neomagic Corporation, a California corporation ("Tenant"), which
Tenant is proposing to sublease to Juniper Networks, Inc., a California
corporation ("Subtenant") on the terms and conditions set forth in the proposed
Sublease dated May 22, 1996, submitted by Tenant to Master Landlord on May 24,
1996 (the "Sublease").
Master Landlord hereby approves Tenant's subleasing said space to Subtenant,
under the Sublease, subject to the following terms and conditions:
1. Master Landlord's Consent shall in no way void or alter any of the terms of
the Lease by and between Master Landlord and Tenant, nor shall this Consent
alter or diminish in any way Tenant's obligations to Master Landlord.
2. Tenant shall not give Subtenant any rights or privileges in excess of those
given Tenant under the terms of the Master Lease.
3. Master Landlord has not reviewed the terms of any agreement between Tenant
and Subtenant, and in approving said Sublease, Master Landlord is in no way
approving any term, covenant or condition therein contained, and said
Sublease is subject and subordinate to all terms, covenants and conditions
of the Master Lease. Master Landlord shall not be bound by any agreement
other than the terms of the Master Lease between Master Landlord and
Tenant. In the event of conflict in the terms, covenants and conditions
between the Sublease and the Master Lease, the terms, covenants and
conditions of the Master Lease shall prevail and take precedence over said
Sublease. Master Landlord does not make any warranties or representations
as to the condition of the Leased Premises or the terms of the Lease
between Master Landlord and Tenant. This Consent to Sublease shall in no
event be construed as consent to any future sublease agreement (including
any extensions and/or amendments to the current Sublease) between Tenant
and Subtenant, or any other party;
Initial [Initials Appear Here]
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and any future sublease agreement (including any extensions and/or amendments to
the current Sublease) between Tenant and Subtenant, or any other party shall
require the prior written consent of Master Landlord.
4. A. It is agreed by all parties hereto that in the event Master Landlord
terminates the Master Lease, pursuant to any right therein contained, said
Sublease shall automatically terminate simultaneously with the Master
Lease. Notwithstanding anything to the contrary set forth above, Master
Landlord, at Master Landlord's sole option and election, may choose to
allow Subtenant to remain in possession of the Sublet Premises leased under
said Sublease subject to all terms, covenants and conditions of said Master
Lease by giving Subtenant written notice prior to the effective date of
termination of said Master Lease, of Master Landlord's election to allow
Subtenant to remain in possession of the Sublet Premises in which event
Subtenant shall be entitled and obligated to remain in possession of the
Sublet Premises under the terms of said Sublease, subject to all terms,
covenants and conditions of the Master Lease, including, without limitation
to, payment of Basic Rent at the greater of (i) the rate provided for in
the Master Lease, or (ii) the rate provided for in the Sublease. Such
election by Master Landlord shall not operate as a waiver of any claims
Master Landlord may have against Tenant. Following such written notice by
Master Landlord Subtenant shall then, as of the effective date of said
termination of said Master Lease, be liable to and shall attorn in writing
directly to Master Landlord as though said Sublease were executed directly
between Master Landlord and Subtenant; provided, however, it is
specifically agreed between the parties hereto, that whether Master
Landlord elects to allow Subtenant to remain in possession of the Sublet
Premises under the terms of the Sublease, subject to the Master Lease, or
allow said Sublease to automatically terminate simultaneously with the
Master Lease, Master Landlord shall not, in any event, nor under any
circumstances be responsible or liable to Subtenant for (i) the return of
any security deposit paid by Subtenant to Tenant, nor shall Subtenant be
given credit for any prepaid rental or other monetary consideration paid by
Subtenant to Tenant under said Sublease; (ii) any other claim or damage of
any kind or nature whatsoever by reason of or in connection with Master
Landlord's termination of said Master Lease and/or Sublease; and (iii) any
default of Tenant under the Sublease.
B. In the event Master Landlord has terminated the Master Lease, and has
not elected, in writing prior to the effective date of termination of said
Master Lease, to allow Subtenant to remain in the Sublet Premises as set
forth above, said Sublease shall terminate coterminously with the effective
termination of the Master Lease automatically, without notice, and
Subtenant and/or Tenant, jointly and severally, shall surrender the Sublet
Premises to Master Landlord in good condition and repair as of the
effective termination of the Master Lease, with Master Landlord having no
obligation or liability whatsoever to Subtenant by reason of or in
connection with such early termination of the Master Lease. In the event
Subtenant and/or Tenant fails to timely surrender the Sublet Premises to
Master Landlord in good condition and repair as of the date the Master
Lease terminates, Subtenant and/or Tenant, jointly and severally, shall be
liable to Master Landlord in such event for all damages, costs, claims,
losses, liabilities, fees or expenses sustained by Master Landlord,
including, but not limited to, loss of rental income, attorney's fees and
court costs
Initial [Initials Appear Here]
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resulting from or m connection with Subtenant's failure to timely vacate the
Sublet Premises and surrender the Sublet Premises to Master Landlord as of
the effective termination date of said Master Lease.
C. As a condition to Landlord's consent to the Sublease, by execution of this
Consent to Sublease, Subtenant hereby agrees to be bound by the following
provision in relation to both Tenant and Master Landlord.
If Master Landlord and Tenant jointly and voluntarily elect, for any
reason whatsoever, to terminate the Master Lease prior to the scheduled
Master Lease Termination Date, then this Sublease (if then still in
effect) shall terminate concurrently with the termination of the Master
Lease. Subtenant expressly acknowledges and agrees that (1) the voluntary
termination of the Master Lease by Master Landlord and Tenant and the
resulting termination of this Sublease shall not give Subtenant any right
or power to make any legal or equitable claim against Master Landlord or
Tenant, including without limitation any claim for interference with
contract or interference with prospective economic advantage, and (2)
Subtenant hereby waives any and all rights it may have under law or at
equity to challenge such an early termination of the Sublease, and
unconditionally releases and relieves Master Landlord and Tenant, and
their officers, directors, employees and agents, from any and all claims,
demands, and/or causes of action whatsoever (collectively, "Claims"),
whether such matters are known or unknown, latent or apparent, suspected
or unsuspected, foreseeable or unforeseeable, which Subtenant may have
arising out of or in connection with any such early termination of this
Sublease. Subtenant knowingly and intentionally waives any and all
protection which is or may be given by Section 1542 of the California
Civil Code which provides as follows: "A general release does not extend
to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must
have materially affected his settlement with debtor."
The term of this Sublease is therefore subject to early termination.
Subtenant's initials here below evidence (a) Subtenant's consideration of
and agreement to this early termination provision, (b) Subtenant's
acknowledgment that, in determining the net benefits to be derived by
Subtenant under the terms of this Sublease, Subtenant has anticipated the
potential for early termination, and (c) Subtenant's agreement to the
general waiver and release of Claims above.
[Initials [Initials
Initials: Appear Here] Initials: Appear Here]
---------- ----------
Subtenant Tenant
5. In consideration of Master Landlord's consent to the Sublease, Tenant
irrevocably assigns to Master Landlord, as security for Tenant's obligations
under this Lease, all rent and income payable to Tenant under the Sublease.
Therefore Master Landlord may collect all
Initial [Initials Appear Here]
----------------------
rent due under the Sublease and apply it towards Tenant's obligations under
the Master Lease. Tenant and Subtenant agree to pay same to Master Landlord
upon demand without further consent of Tenant and Subtenant required;
provided, however, that until the occurrence of a default by Tenant under the
Master Lease, Tenant shall have the right to collect such rent. Tenant hereby
irrevocably authorizes and directs Subtenant, upon receipt of a written
notice from Master Landlord stating that a default exists in the performance
of Tenant's obligations under the Master Lease, to pay to Master Landlord the
rents due and to become due under the Sublease. Tenant agrees that Subtenant
shall have the right to rely on any such statement and request from Master
Landlord, and that Subtenant shall pay such rents to Master Landlord without
any obligation or right to inquire as to whether such default exists and
notwithstanding any notice or claim from Tenant to the contrary. Tenant shall
have no right or claim against Subtenant or Master Landlord for any such
rents so paid by Subtenant to Master Landlord. It is further agreed between
the parties hereto that neither Tenant's assignment of such rent and income,
nor Master Landlord's acceptance of any payment of rental or other sum due by
Subtenant to Tenant under said sublease, whether payable directly to Master
Landlord or endorsed to Master Landlord by Tenant, shall in any way nor in
any event be construed as creating a direct contractual relationship between
Master Landlord and Subtenant, unless the Parties expressly so agree in
writing and such acceptance shall be deemed to be an accommodation by Master
Landlord to, and for the convenience of, Tenant and Subtenant. Any direct
contractual agreement between Master Landlord and Subtenant must be in
writing.
6. Pursuant to the provisions of Paragraph 19 entitled "Assignment and
Subletting" of the Master Lease, Master Landlord hereby requires Tenant to
pay to Master Landlord, as Additional Rent, all rents or additional
consideration received by Tenant from said Sublease in excess of the Rent
payable to Master Landlord in said Lease (hereinafter referred to as "Excess
Rent"). Tenant and Subtenant acknowledge that any Excess Rent is owed to
Master Landlord and Tenant hereby agrees to pay any Excess Rent to Master
Landlord upon receipt of the same. Tenant and Subtenant represent and warrant
to Master Landlord that: (1) the information to be completed and provided by
Tenant and Subtenant on the attached Exhibit B "Summary of
---------
Amounts/Consideration to be Paid by Subtenant" accurately represents amounts
to be paid by Subtenant under said Sublease; (2) no additional consideration
is due Tenant under said Sublease, other than the additional consideration
(if any) identified on Exhibit B; and (3) no changes in the terms and/or
---------
conditions of said Sublease shall be made without Master Landlord's prior
written approval.
7. This Consent is conditional upon Master Landlord's receipt of Master
Landlord's reasonable costs and attorney's fees, to which Master Landlord is
entitled under Paragraph 19 of the Master Lease. Tenant shall immediately
reimburse Master Landlord for such fees and costs upon receipt of Master
Landlord's statement.
8. This Consent to Sublease shall only be considered effective, and Master
Landlord's consent to the Sublease given, when this Letter Agreement is
executed by Master Landlord, Tenant, and Subtenant, and Guarantors (if any)
under the Master Lease.
Initial [Initial Appears Here]
----------------------
Please execute this letter in the space provided below, obtain the signature of
Subtenant, and return all copies to our office. A fully executed copy will be
returned to you after execution by the Master Landlord.
Very truly yours,
A&P FAMILY INVESTMENTS
By /s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx
THE UNDERSIGNED Lessee and Subtenant do hereby jointly and severally agree to
the terms and conditions of this Consent to Sublease.
TENANT: SUBTENANT:
NEOMAGIC CORPORATION JUNIPER NETWORKS, INC.
a California corporation a California corporation
By /s/ Xxxx Xxxxxxx By /s/ Xxxxxxx X. Sindhu
--------------------------- ----------------------------
Print Name Xxxx Xxxxxxx Print Name Xxxxxxx X. Sindhu
------------------- --------------------
Title VP & CFO Title CEO
------------------------ -------------------------
EXHIBIT A TO CONSENT TO SUBLEASE DATED
---------
JUNE 6, 1996 BY AND BETWEEN A&P FAMILY
INVESTMENTS, AS LANDLORD AND NEOMAGIC
CORPORATION, AS TENANT.
XXX 5
0000 Xxx Xxxxxx,
[FLOORPLAN APPEARS HERE]
EXHIBIT A TO CONSENT TO SUBLEASE DATED
---------
JUNE 6, 1996 BY AND BETWEEN A&P FAMILY
INVESTMENTS, AS LANDLORD AND NEOMAGIC
CORPORATION, AS TENANT.
XXX 5
[FLOORPLAN APPEARS HERE]
EXHIBIT A
Page 2 of 2
EXHIBIT B TO "CONSENT TO SUBLEASE"
SUMMARY OF AMOUNTS/CONSIDERATION TO BE PAID BY SUBTENANT
PERIOD * BASIC RENT R E TAXES PROP. INS UTILITIES*
BY MONTH TOTAL PSF TOTAL PSF TOTAL PSF TOTAL PSF
=======================================================================================
7/1/96 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
8/1/96 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
9/1/96 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
10/1/96 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
11/1/96 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
12/1/96 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
1/1/97 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
2/1/97 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
3/1/97 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
4/1/97 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
5/1/97 15,449 1.29 887 .074 360 .03 2,398 .20
LANDSCAPE MISCELLANEOUS MISCELLEANEOUS TOTAL CHARGE PER PERIOD
TOTAL PSF TOTAL PSF TOTAL PSF TOTAL PSF
=======================================================================================
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $19,782 $1.65
ADDITIONAL CONSIDERATION YES____ NO____
IF "YES", IDENTIFY TYPE CONSIDERATION AND DOLLAR VALUE ASSIGNED TO SAID
CONSIDERATION: TYPE_______________ $ VALUE_____________
* IF PAYMENTS ARE REQUIRED OTHER THAN MONTHLY, PLEASE INCLUDE THESE PAYMENTS
AS WELL
** IF SUBLEASE RENT PAID INCLUDES MISCELLANEOUS EXPENSES. PLEASE IDENTIFY THE $
AMOUNT/PSF OF THE TOTAL RENT PAYMENT ALLOCATED TO BASIC RENT AND EACH
ADDITIONAL EXPENSE ITEM.
IF ADDITIONAL SPACE IS NEEDED, PLEASE DUPLICATE AND ATTACH
TENANT: SUBTENANT:
NEOMAGIC CORPORATION JUNIPER NETWORKS, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Sindhu
-------------------------------- -------------------------------
Printed: Xxxx Xxxxxxx Printed: Xxxxxxx X. Sindhu
--------------------------- --------------------------
Title: VP & CEO Title: CEO
----------------------------- ----------------------------
EXHIBIT B TO "CONSENT TO SUBLEASE"
SUMMARY OF AMOUNTS/CONSIDERATION TO BE PAID BY SUBTENANT
PERIOD * BASIC RENT R E TAXES PROP. INS UTILITIES*
BY MONTH TOTAL PSF TOTAL PSF TOTAL PSF TOTAL PSF
=======================================================================================
6/1/97 15,449 1.29 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
7/1/97 16,048 1.34 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
8/1/97 16,048 1.34 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
9/1/97 16,048 1.34 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
10/1/97 16,048 1.34 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
11/1/97 16,048 1.34 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
12/1/97 16,048 1.34 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
1/1/98 16,048 1.34 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
2/1/98 16,048 1.34 887 .074 360 .03 2,398 .20
---------------------------------------------------------------------------------------
3/1/98 16,048 1.34 887 .074 360 .03 2,398 .20
LANDSCAPE * MISCELLANEOUS * MISCELLEANEOUS TOTAL CHARGE PER PERIOD
TOTAL PSF TOTAL PSF TOTAL PSF TOTAL PSF
=======================================================================================
89 .0074 120 .01 480 .04 $19,782 $1.65
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $20,381 $1.70
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $20,381 $1.70
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $20,381 $1.70
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $20,381 $1.70
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $20,381 $1.70
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $20,381 $1.70
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $20,381 $1.70
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $20,381 $1.70
---------------------------------------------------------------------------------------
89 .0074 120 .01 480 .04 $20,381 $1.70
ADDITIONAL CONSIDERATION YES NO
---- ----
IF "YES", IDENTIFY TYPE CONSIDERATION AND DOLLAR VALUE ASSIGNED TO SAID
CONSIDERATION: TYPE $ VALUE
--------------- -------------
* IF PAYMENTS ARE REQUIRED OTHER THAN MONTHLY, PLEASE INCLUDE THESE PAYMENTS
AS WELL
** IF SUBLEASE RENT PAID INCLUDES MISCELLANEOUS EXPENSES. PLEASE IDENTIFY THE $
AMOUNT/PSF OF THE TOTAL RENT PAYMENT ALLOCATED TO BASIC RENT AND EACH
ADDITIONAL EXPENSE ITEM.
IF ADDITIONAL SPACE IS NEEDED. PLEASE DUPLICATE AND ATTACH
* ESTIMATED UTILITIES AND MISCELLANEOUS
SUBLEASE COMMISSIONS : $21,040.69
TENANT IMPROVEMENTS : $25,000.00
(estimated)
TENANT: SUBTENANT:
NEOMAGIC CORPORATION JUNIPER NETWORKS, INC.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Sindhu
-------------------------------- -------------------------------
Printed: Xxxx Xxxxxxx Printed: Xxxxxxx X. Sindhu
--------------------------- --------------------------
Title: VP & CFO Title: CEO
----------------------------- ----------------------------
