EXHIBIT 10.16
LEASE
THIS LEASE, ("Lease") is made and entered into this 31st day of July,
1999, between SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited
liability company, having an office at 0000 X. XxXxxxxx Xxxx, Xxxxxxx, Xxxxxxx
00000 (herein called "SCI") and MOTOROLA, INC., a Delaware corporation, having
an office at 0000 X. 00xx Xxxxxx, Mail drop 56-128, Xxxxxxx, Xxxxxxx 00000
(herein called "Motorola").
1. PREMISES.
For and in consideration of the covenants and agreements on the part of
Motorola contained herein, and under and subject to the terms and conditions
hereof, SCI hereby leases and demises unto Motorola exclusively those certain
premises in multiple buildings located at 52nd Street, Phoenix, Arizona (each a
"Building"), containing the square feet of space on the floor of said Building
more particularly described in Exhibit A attached hereto and made a part hereof
(each of such spaces herein referred to as a "Premises"), together with the
right to use all facilities that are provided by SCI in common to Motorola and
the other tenants (if any) of each Building, including, but not limited to, (i)
existing parking spaces consistent with planned use (provided SCI has access to
such spaces); and (ii) easements for entry onto each of the Premises consistent
with past usage and sufficient to conduct its Business as currently
contemplated.
2. TERM.
The term of this Lease shall commence at 11:59 PM on July 31, 1999, and
end at 11:59 P.M. Arizona Time on the relocation date specified on Exhibit A for
the particular Premises; provided, however, Motorola 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 SCI. If a relocation 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
relocation 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 relocation 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, Motorola will pay Monthly Motorola Rent (as
identified on Exhibit A) to SCI at the office of SCI (or at such other place as
SCI from time to time may notify Motorola 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 the particular Building based upon the relevant Building
depreciation schedule (including property taxes, insurance, etc.) based upon the
1999 budget assumptions (collectively, "Fixed Costs"). Monthly Motorola Rent
shall be allocated on an occupied per square foot basis. As an example, if the
Building consists of 1,000 square feet of
1
space, 600 of which are occupied by SCI and 300 square feet of which are
occupied by Motorola, Motorola will be responsible for 310 (300/1000) of Fixed
Costs. If SCI were to reduce its occupancy to 200 square feet, Motorola'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 Motorola 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 Building
consists of 1,000 square feet of space, 600 square feet of which are occupied by
SCI and 300 square feet of which are occupied by Motorola, Motorola will be
responsible for 1/3 (300/900) of the Variable Costs. If SCI were to reduce its
occupancy to 200 square feet, Motorola would be responsible for 3/5 (300/500) of
the Variable Costs. Occupancy shall be reviewed on a quarterly basis. Motorola
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 SCI or Motorola 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 Building
not otherwise covered by this Lease that can be allocated based on headcount.
SCI shall charge its costs related to the Shared Services (other than
Environmental Shared Services) back to Motorola based on Motorola'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 SCI, shall be borne exclusively
by Motorola. 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"). SCI shall
charge its costs related to the Environmental Shared Services back to Motorola
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. Motorola may contract on its own account for services not otherwise
covered in Monthly Motorola Rent including equipment moves, removal and
deinstallation provided
2
Motorola obtains SCI's prior written consent, which consent shall not be
unreasonably withheld. Provided Motorola and SCI agree, any such contract may be
with SCI and may be billed at cost.
F. In the event that the Premises do not have a separate phone system,
Motorola 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 SCI
and Motorola. 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 Motorola Rent, Motorola's share of Variable Costs and Shared
Services and Telephone Costs and any other charges or expenses due and owing
from Motorola to SCI under this Lease are sometimes hereinafter collectively
referred to as "Rent".
H. All Rent payments shall be adjusted with appropriate proration if the
Term 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 SCI at the following address: 0000 X. XxXxxxxx Xxxx, Xxxxxxx, Xxxxxxx
00000, Attn: ___________.
4. USE.
Motorola shall have the right to use each of the Premises for the use for
which such Premises are currently being used. In addition, Motorola may use the
respective Premises for any reasonably related or reasonably similar use thereto
provided Motorola gives prior written notice to SCI of such additional use.
5. INGRESS AND EGRESS.
Motorola shall have the same access to each of the Premises consistent
with past usage and sufficient to conduct its business as currently
contemplated.
6. CHANGES, ALTERATIONS AND ADDITIONS.
Motorola may from time to time make improvements as appropriate for use of
the Premises necessary to comply with environmental, health or safety law and
such costs shall be paid for by SCI, except if such improvement was made
necessary because of Motorola's use of the Premises in which case the cost will
be borne proportionately between SCI and Motorola based upon such parties
use/need of the improvement. In addition, Motorola, at its sole cost and
expense, may make improvements as appropriate for use of the Premises.
7. PROVISION OF SERVICES.
SCI shall be responsible for providing the services that are included in
Variable Costs.
8. EQUIPMENT; CONDITION OF PREMISES AT END OF TERM.
Except for SCI owned equipment used at any of the Premises which will be
governed by that certain Equipment Lease and Repurchase Agreement dated as of
July 31, 1999 between
3
Motorola and SCI, Motorola shall be responsible for removing all equipment
(owned or leased by Motorola) from the Premises at its costs upon the expiration
or earlier termination of this Lease, and will otherwise surrender the Premises
broom clean, in good order and condition, ordinary wear and damages which
Motorola is not required to repair under the terms of this Lease excepted.
9. INSPECTION.
Motorola will allow SCI 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 SCI to the same or making repairs is required to make.
10. DAMAGE, DESTRUCTION OR TAKING OF PREMISES.
If less than twenty percent (20%) of a Premises is damaged or taken, then
SCI 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 Motorola, SCG
Holding Corporation, a Delaware corporation and SCI.
12. INSURANCE.
A. Motorola, 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 Premises are located. The parties may adjust said limits
from time to time to be consistent with industry standards in light of the
Premises and the permitted use.
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 the
respective Premises are located, and to the fixtures, personal property,
Motorola's improvements and alterations of either Motorola or SCI in or on the
Premises and the Buildings and other improvements in which the respective
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.
4
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 Motorola, SCI shall have the
right to terminate this Lease upon six (6) months' prior written notice.
14. PROPERTY MANAGEMENT.
The Premises are to be managed by a professional management company of
recognized standing selected by SCI and reasonably acceptable to Motorola, 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 respective Premises or other security instrument in any amount or amounts
whatsoever now existing or hereafter encumbering the respective Premises,
provided Motorola receives a commercially reasonable non-disturbance agreement
from the related mortgagee/trustee.
16. ENVIRONMENTAL.
The parties agree that with the exception of those matters covered by
Section 3C of this Lease pertaining to "Environmental Shared Services" costs,
environmental matters pertaining to the 00xx Xxxxxx Facility shall be governed
exclusively by the Environmental Indemnification Agreement dated July 31, 1999
between SCI and Motorola unless otherwise mutually agreed to in writing by the
parties. That agreement is attached hereto and incorporated herein as Exhibit C.
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:
5
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, Xxxxxxxx 00000
Facsimile Number: (000) 000-0000
Attn: General Counsel
If to SCILLC: 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.
Facsimile Number: (000) 000-0000
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.
6
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 SCI related to safety, care and cleanliness of the 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 SCI facilities of a similar size and nature with operations similar to
those conducted by Motorola. Motorola and SCI 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.
SCI covenants that if and so long as Motorola pays the Rent and all other
charges provided for herein, and performs all of its obligations provided for
herein, Motorola shall at all times during the term hereof peaceably, have hold
and enjoy the Premises, without any interruption or disturbance from SCI, or any
one claiming through or under SCI, subject to the terms hereof.
23. RECORDING.
Only a memorandum of this Lease may be recorded by either party and such
memorandum shall not refer to the provisions of Paragraph 16 hereof or to
Exhibit C attached hereto.
* * * * * * * * * * * *
7
EXHIBIT 10.16
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
----------------------------------
8
EXHIBIT A
Premises
SPACE SPS OCCUPIES AT 52ND STREET - QUARTERLY
-----------------------------------------
Current Fixed
-----------------------------------------
Property
Space Current Tax Insurance Building
Site Dept Title Type SQFT G37 G37 Depr G44
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
00xx Xx XX000 XXX. GROUNDWAT Office N/A N/A N/A N/A
52nd St - IGWTP TOWER Office N/A N/A N/A N/A
52nd St RB177 W REGION-DESKT Office 829 176 168 224
52nd St RB179 RF MATERIAL ENG Office 611 130 124 165
52nd St RB192 W REGION-INFRAS Office 12,115 2,571 2,450 3,271
00xx Xx XX000 00XX XX REC.FAX Office 12,357 2,622 2,499 3,336
00xx Xx XX000 XXXX Q/A Office 913 194 185 000
00xx Xx XX000 SMOKE DETECTRO Office 317 67 64 86
52nd St RB413 MESA RELIABILITY Office 121 26 24 33
52nd St RB414 WISD Q/A ENGR Office 4,709 999 952 1,271
52nd St RB417 SPD STRATEGIC M Office 467 99 94 126
52nd St RB423 SPD & MPS R&QA Office 700 149 142 189
52nd St RB428 WISD TECH MGMT Office 6,535 1,387 1,322 1,764
52nd St RB430 ACCELEROMETER Office 2,013 427 407 544
52nd St RB503 SPD STRATEGIC T Office 157 33 32 42
52nd St RB504 PROJECT XXXX X Xxxxxx 0 0 0 0
00xx Xx RB536 CMOS ACCELERO Office 315 67 64 85
52nd St RB576 PRESSURE PRODU Office 157 33 32 42
52nd St RB577 SENSOR ENGR SU Office 11,054 2,346 2,235 2,985
52nd St RB583 CATV ENGINEERIN Office 9,630 2,044 1,947 2,600
52nd St RB586 PRESSURE SENSO Office 1,391 295 281 376
52nd St RB588 RF INFRASTRUCTU Office 7,732 1,641 1,564 2,088
52nd St RB616 ACCELEROMETER Office 1,088 231 220 294
52nd St RB637 SPD SILICON TECH Office 1,681 357 340 454
52nd St RB658 RF COMPONENTS Office 678 144 137 183
52nd St RB660 RF BCAST/IND PRO Office 4,363 926 882 1,178
52nd St RB667 WISD PKG DEVELO Office 4,082 866 825 1,102
52nd St RB679 SPD INTERFACE D Office 2,059 437 416 556
52nd St RB700 WISD DEMAND CO Office 196 42 40 53
52nd St RB702 WISD BUSINESS O Office 482 102 97 130
52nd St RB708 WISD SYSTEMS Office 456 97 92 123
52nd St RB717 SPD MANAGEMEN Office 2,814 597 569 760
52nd St RB724 WISD ADMIN Office 2,932 622 593 792
52nd St RB733 MULTI-MEDIA CON Office 0 0 0 0
52nd St RB734 COMMUNITY VOLU Xxxxxx 0 0 0 0
00xx Xx XX000 LEARNING & PERF Xxxxxx 0 0 0 0
00xx Xx XX000 XXXX DEMAND M Xxxxxx 0 0 0 0
00xx Xx XX000 XXX STRATEGIC M Office 700 149 142 189
---------------------------
Variable *Estimates*
---------------------------
Monthly
Total Quarterly
Electric- Bldg Svcs Rent Due Total Rent QTR Cost
Site Dept Title ity G42 G43 (K$) Due (K$) Per SF Reloc Date
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
00xx Xx XX000 XXX. GROUNDWAT 55,892 N/A 56 168 9.61
52nd St - IGWTP TOWER 16,667 N/A 17 50 9.61
52nd St RB177 W REGION-DESKT 294 1,691 3 8 9.61
52nd St RB179 RF MATERIAL ENG 217 1,246 2 6 9.61
52nd St RB192 W REGION-INFRAS 4,294 24,715 37 112 9.61 June 1,99
00xx Xx XX000 00XX XX REC.FAX 4,380 25,208 38 114 9.61
52nd St RB391 WISD Q/A 324 1,863 3 8 9.61 July 1,99
52nd St RB409 SMOKE DETECTRO 112 647 1 3 9.61 0000
00xx Xx XX000 XXXX RELIABILITY 43 247 0 1 9.61
52nd St RB414 WISD Q/A ENGR 1,669 9,606 14 43 9.61
52nd St RB417 SPD STRATEGIC M 166 953 1 4 9.61 0000
00xx Xx RB423 SPD & MPS R&QA 248 1,428 2 6 9.61
52nd St RB428 WISD TECH MGMT 2,316 13,331 20 60 9.61 July 1,99
52nd St RB430 ACCELEROMETER 713 4,107 6 19 9.61 0000
00xx Xx RB503 SPD STRATEGIC T 56 320 0 1 9.61 0000
00xx Xx RB504 PROJECT MGNT R 0 0 0 0 9.61
52nd St RB536 CMOS ACCELERO 112 643 1 3 9.61 0000
00xx Xx RB576 PRESSURE PRODU 56 320 0 1 9.61 0000
00xx Xx RB577 SENSOR ENGR SU 3,918 22,550 34 102 9.61
52nd St RB583 CATV ENGINEERIN 3,413 19,645 30 89 9.61 July 1,99
52nd St RB586 PRESSURE SENSO 493 2,838 4 13 9.61 0000
00xx Xx RB588 RF INFRASTRUCTU 2,741 15,773 24 71 9.61 July 1,99
52nd St RB616 ACCELEROMETER 386 2,220 3 10 9.61 2000
52nd St RB637 SPD SILICON TECH 596 3,429 5 16 9.61 0000
00xx Xx RB658 RF COMPONENTS 240 1,383 2 6 9.61 June 1,99
52nd St RB660 RF BCAST/IND PRO 1,546 8,901 13 40 9.61 July 1,99
52nd St RB667 WISD PKG DEVELO 1,447 8,327 13 38 9.61 July 1,99
52nd St RB679 SPD INTERFACE D 730 4,200 6 19 9.61 0000
00xx Xx XX000 XXXX XXXXXX XX 69 400 1 2 9.61
52nd St RB702 WISD BUSINESS O 171 983 1 4 9.61 July 1,99
52nd St RB708 WISD SYSTEMS 162 930 1 4 9.61 July 1,99
52nd St RB717 SPD MANAGEMEN 997 5,741 9 26 9.61 0000
00xx Xx RB724 WISD ADMIN 1,039 5,981 9 27 9.61 July 1,99
52nd St RB733 MULTI-MEDIA CON 0 0 0 0 9.61
52nd St RB734 COMMUNITY VOLU 0 0 0 0 9.61
52nd St RB746 LEARNING & PERF 0 0 0 0 9.61
00xx Xx XX000 XXXX DEMAND M 0 0 0 0 9.61 Feb-99
52nd St RB822 SPD STRATEGIC M 248 1,428 2 6 9.61
OFFICE - Budgeted cost per quarter
FAB/LAB - Fixed Cost-Budgeted per quarter
- Variable Cost-Previous month actuals 1999 CHARGE OUT RATES
9
-----------------------------------------
Current Fixed
-----------------------------------------
Property
Space Current Tax Insurance Building
Site Dept Title Type SQFT G37 G37 Depr G44
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
00xx Xx XX000 SPD MARCOM/BUS Office 893 190 181 241
52nd St RB854 SPD TACTICAL MK Office 632 134 128 000
00xx Xx XX000 CLOSED Xxxxxx 0 0 0 0
00xx Xx XX000 XXXX PROD XXXX Office 4,688 995 948 1,266
52nd St RB879 SPD SYSTEMS/APP Office 779 165 158 210
52nd St RB900 MBG/SCG - PHOEN Office 284 60 57 77
52nd St RB903 MBG/TSG Xxxxxx 0 0 0 0
00xx Xx XX000 BUSINESS PROCE Office 560 119 113 151
52nd St RB913 XXXXX.XXXXX & T Office 534 113 108 144
52nd St RB941 WORLD WIDE MAR Xxxxxx 0 0 0 0
00xx Xx XX000 XXX SERV HDQTRS Office 2,710 575 548 732
52nd St RB960 FIN SERV AMERICA Office 447 95 90 121
52nd St RB966 SECTOR FINANCE Xxxxxx 0 0 0 0
00xx Xx XX000 XX ADMIN SUPPOR Office 1,615 343 327 436
52nd St RB995 FIN SERV CUSTOM Office 7,242 1,537 1,464 1,955
00xx Xx XX000 XX0 XXX XXXXX Office 11,509 2,442 2,327 3,107
00xx Xx XX000 XX0 DFO SUPPLY Office 299 63 60 81
52nd St RH280 RF1 DFO CIM Office 597 127 121 000
00xx Xx XX000 XX0 XXX XXXXXXX Office 299 63 60 81
52nd St RH282 RF1 DFO ADMIN Office 43,481 9,228 8,793 11,740
00xx Xx XX000 MEMS 1 CIM ENG Office 9,819 2,084 1,986 2,651
00xx Xx XX000 MEMS 1 PRESSUR Office 3,269 694 661 883
52nd St RH570 RF1 PR ENG PHOT Office 498 106 101 000
00xx Xx XX000 XX0 XX ENG DIFFS Xxxxxx 000 00 00 00
00xx Xx XX000 XX0 XX XXX IMPLT Office 100 21 20 27
52nd St RH574 RF1 PR ENG FRME Xxxxxx 000 00 00 00
00xx Xx XX000 XX0 XX XXX BKGR Xxxxxx 000 00 00 00
00xx Xx XX000 XX0 XX XXX PROB Xxxxxx 000 00 00 00
00xx Xx XX000 XX0 XX XXX ETCH Office 299 63 60 81
52nd St RH579 CSDM ENGR SUST Office 697 148 141 000
00xx Xx XX000 XXXX XXXX R/E Office 100 21 20 27
52nd St RM192 MATERIAL ROTATI Office 336 71 68 91
52nd St RU756 HR OPERATIONS Xxxxxx 0 0 0 0
00xx Xx XX000 SALES & OPER PL Office 315 67 64 85
---------------------------
Variable *Estimates*
---------------------------
Monthly
Total Quarterly
Electric- Bldg Svcs Rent Due Total Rent QTR Cost
Site Dept Title ity G42 G43 (K$) Due (K$) Per SF Reloc Date
==================================================================================================================================
52nd St RB843 SPD MARCOM/BUS 317 1,822 3 8 9.61 2000
52nd St RB854 SPD TACTICAL MK 224 1,289 2 6 9.61 0000
00xx Xx RB867 CLOSED 0 0 00 0 0 4Q99
52nd St RB877 WISD PROD XXXX 1,662 9,564 14 43 9.61 July 1,99
52nd St RB879 SPD SYSTEMS/APP 276 1,589 2 7 9.61 0000
00xx Xx RB900 MBG/SCG - PHOEN 101 579 1 3 9.61
52nd St RB903 MBG/TSG 0 0 0 0 9.61
52nd St RB905 BUSINESS PROCE 198 1,142 2 5 9.61
52nd St RB913 XXXXX.XXXXX & T 189 1,089 2 5 9.61
52nd St RB941 WORLD WIDE MAR 0 0 0 0 9.61
52nd St RB954 FIN SERV HDQTRS 961 5,528 8 25 9.61
52nd St RB960 FIN SERV AMERICA 158 912 1 4 9.61
00xx Xx XX000 XXXXXX FINANCE 0 0 0 0 9.61
52nd St RB982 IT ADMIN SUPPOR 572 3,295 5 15 9.61
52nd St RB995 FIN SERV CUSTOM 2,567 14,774 22 67 9.61 2Q99
00xx Xx XX000 XX0 XXX XXXXX 4,079 23,478 35 106 9.61 01-June
00xx Xx XX000 XX0 XXX SUPPLY 106 610 1 3 9.61
00xx Xx XX000 XX0 XXX CIM 212 1,218 2 6 9.61 01-June
00xx Xx XX000 XX0 XXX XXXXXXX 106 610 1 3 9.61 01-June
00xx Xx XX000 XX0 XXX ADMIN 15,412 88,701 134 402 9.61 01-June
52nd St RH528 MEMS 1 CIM ENG 3,480 20,031 30 91 9.61 Dec-99
52nd St RH531 MEMS 1 PRESSUR 1,159 6,669 10 30 9.61 Xxx-00
00xx Xx XX000 XX0 XX ENG PHOT 177 1,016 2 5 9.61 01-June
00xx Xx XX000 XX0 XX ENG DIFFS 35 204 0 1 9.61 01-June
00xx Xx XX000 XX0 XX ENG IMPLT 35 204 0 1 9.61 01-June
00xx Xx XX000 XX0 XX ENG FRME 106 610 1 3 9.61 01-June
00xx Xx XX000 XX0 XX ENG BKGR 106 610 1 3 9.61 01-June
00xx Xx XX000 XX0 XX ENG PROB 106 610 1 3 9.61 01-June
00xx Xx XX000 XX0 XX ENG ETCH 106 610 1 3 9.61 01-June
52nd St RH579 CSDM ENGR SUST 247 1,422 2 6 9.61
52nd St RH679 SUDM ENGR R/E 35 204 0 1 9.61
52nd St RM192 MATERIAL ROTATI 119 685 1 3 9.61
52nd St RU756 HR OPERATIONS 0 0 0 0 9.61 0000
00xx Xx SD762 SALES & OPER PL 112 643 1 3 9.61 2000
OFFICE - Budgeted cost per quarter
FAB/LAB - Fixed Cost-Budgeted per quarter
- Variable Cost-Previous month actuals 1999 CHARGE OUT RATES
10
-----------------------------------------
Current Fixed
-----------------------------------------
Property
Space Current Tax Insurance Building
Site Dept Title Type SQFT G37 G37 Depr G44
============================================================================================================================
52nd St SD763 TSG ORDER FULFI Xxxxxx 0 0 0 0
00xx Xx XX000 GROUP BIZ ADMIN Office 160 34 32 43
52nd St SD921 Demand Coordinatio Xxxxxx 0 0 0 0
00xx Xx XX000 XXX GROUP XXXXX Office 262 56 53 71
52nd St SD980 DIRECT FINANCE Office 498 106 101 134
00xx Xx XX000 XXX GROUP ADMIN Xxxxxx 0 0 0 0
00xx Xx XX000 XXXX GROUP ADM Office 1,374 292 278 371
TOTAL OFFICE 188,947 40,099 38,209 51,016
52nd St RB280 RF COMPONENTS Test/La 24,375 22,046 4,929 27,842
52nd St RB288 RF MODULES ASS Test/La 225 204 46 257
52nd St RB527 RF TEST ENGR Test/La 1,401 1,267 283 1,600
52nd St RB580 RF MODULES ASS Test/La 185 167 37 211
52nd St RH224 MEMS 1 METAL DF Test/La 1,375 1,244 278 1,571
52nd St RH276 RF 1 DFO PROBE Test/La 7,014 6,344 1,418 8,012
TOTAL TEST/LAB 34,575 31,271 6,992 39,492
00xx Xx XX000 MEMS 1 PHOTO DF Fab 6,898 8,791 1,418 11,098
00xx Xx XX000 MEMS 1 ETCH DFO Fab 9,550 12,171 1,963 15,365
52nd St RH223 MEMS 1 DIFFUSIO Fab 5,837 7,439 1,200 9,391
00xx Xx XX000 MEMS 1 XXXX XX Fab 2,013 2,565 414 3,239
00xx Xx XX000 MEMS 1 PROBE DF Fab 1,425 1,816 293 2,293
00xx Xx XX000 XX0 XXX PHOTO Fab 3,753 4,783 771 6,038
00xx Xx XX000 XX0 XXX XXXX Fab 2,267 2,889 466 3,647
00xx Xx XX000 XX0 XXX XXXXXX Fab 7,213 9,193 1,483 11,605
00xx Xx XX000 XX0 XXX XXXXX Fab 2,109 2,688 434 3,393
00xx Xx XX000 XX0 XXX XXXXXX Fab 1,354 1,726 278 2,178
00xx Xx XX000 XX0 XXX XXXXXX Fab 1,385 1,765 285 2,228
TOTAL FAB 43,804 55,826 9,004 70,476
GRAND TOTAL 267,326 127,196 54,205 160,984
---------------------------
Variable *Estimates*
---------------------------
Monthly
Total Quarterly
Electric- Bldg Svcs Rent Due Total Rent QTR Cost
Site Dept Title ity G42 G43 (K$) Due (K$) Per SF Reloc Date
==================================================================================================================================
52nd St SD763 TSG ORDER FULFI 0 0 0 0 9.61 0000
00xx Xx XX000 GROUP BIZ ADMIN 57 326 0 1 9.61
52nd St SD921 Demand Coordinatio 0 0 0 0 9.61
00xx Xx XX000 XXX GROUP XXXXX 93 534 1 2 9.61 0000
00xx Xx XX000 DIRECT FINANCE 177 1,016 2 5 9.61 July 1,99
00xx Xx XX000 XXX GROUP ADMIN 0 0 0 0 9.61 0000
00xx Xx XX000 NCSG GROUP XXX 000 2,803 4 13 9.61 July 1,99
TOTAL OFFICE 139,530 385,462 654 1,963
52nd St RB280 RF COMPONENTS 39,000 56,306 150 450 18.48 Jun-99
52nd St RB288 RF MODULES ASS 360 520 1 4 18.48
52nd St RB527 RF TEST ENGR 2,242 3,236 9 26 18.48 Jun-99
52nd St RB580 RF MODULES ASS 296 427 1 3 18.48
00xx Xx XX000 MEMS 1 METAL DF 2,000 3,176 8 25 18.48
52nd St RH276 RF 1 DFO PROBE 11,222 16,202 43 130 18.48 01-Jun
TOTAL TEST/LAB 55,320 79,868 213 639
52nd St RH221 MEMS 1 PHOTO DF 15,521 21,936 59 176 25.61 Jan-00
52nd St RH222 MEMS 1 ETCH DFO 21,488 30,369 81 244 25.61 Jan-00
52nd St RH223 MEMS 1 DIFFUSIO 13,133 18,562 50 149 25.61 Jan-00
52nd St RH226 MEMS 1 XXXX XX 4,529 6,401 17 51 25.61 Jan-00
52nd St RH227 MEMS 1 PROBE DF 3,206 4,532 12 36 25.61 Jan-00
00xx Xx XX000 XX0 XXX PHOTO 8,444 11,935 32 96 25.61 Jun-01
00xx Xx XX000 XX0 XXX ETCH 5,101 7,209 19 58 25.61 Jun-01
00xx Xx XX000 XX0 XXX XXXXXX 16,229 22,937 61 184 25.61 Jun-01
00xx Xx XX000 XX0 XXX XXXXX 4,745 6,707 18 54 25.61 Jun-01
00xx Xx XX000 XX0 XXX XXXXXX 3,047 4,306 12 35 25.61 Jun-01
00xx Xx XX000 XX0 XXX XXXXXX 3,116 4,404 12 35 25.61 Jun-01
TOTAL FAB 98,559 139,297 373 1,119
GRAND TOTAL 293,409 604,617 1,240 3,721
PLUS DI WATER CHARGES - BASED ON ACTUAL USAGE. NOT SQUARE FOOTAGE APPLIES ONLY
TO FAB @ ESTIM. MONTHLY RATE OF $1.75/SQFT.
OFFICE - Budgeted cost per quarter
FAB/LAB - Fixed Cost-Budgeted per quarter
- Variable Cost-Previous month actuals 1999 CHARGE OUT RATES
11
EXHIBIT B
Sublessees or Assignees Triggering SCI'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.
12
EXHIBIT C
Copy of Environmental Indemnification Agreement
13
