THIRD AMENDMENT TO LEASE (Half Dome Building)
Exhibit
10.14
THIRD
AMENDMENT TO LEASE
(Half
Dome Building)
THIS
THIRD AMENDMENT TO LEASE (the “Amendment”) is made as of the 26th day of
September, 2006 (“Effective Date”), by and between Conexant
Systems, Inc.,
a
Delaware corporation (“Landlord”), and Newport
Fab, LLC,
a
Delaware limited liability company, doing business as Jazz
Semiconductor
(“Tenant”), with respect to the following:
RECITALS
A. Landlord
is the landlord and Tenant is the tenant pursuant to that certain written lease
dated March 12, 2002, by and between Landlord, as landlord, and SpecialtySemi,
Inc. (“Original Tenant”), as tenant and amended as of May 1, 2004 and December
31, 2005 (collectively, the “Lease”). The Lease covers certain premises (the
“Leased Premises”) known as Building 501 and as Half Dome located at ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (“Building”). Tenant has succeeded to
the interests of Original Tenant under the Lease.
B. Tenant’s
parent, Jazz Semiconductor, Inc. (“Jazz”), and Acquicor Technology Inc.
(“Acquicor”) are parties to that certain Agreement and Plan of Merger (“Merger
Agreement”) dated as of the date hereof pursuant to which Jazz shall become a
wholly-owned subsidiary of Acquicor.
C. Landlord
and Tenant wish to modify and amend the Lease, subject to the conditions set
forth herein.
AGREEMENT
NOW,
THEREFORE, IN CONSIDERATION OF the foregoing and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Landlord and Tenant hereby agree as follow:
1. Capitalized
Terms.
Capitalized terms used herein and not otherwise defined shall have the meanings
given to such terms in the Lease.
2. Modifications
of Lease.
Section
15.1(b) of the Lease is hereby deleted in its entirety and is of no further
force and effect.
3. Services
and Pass-Through Costs.
Landlord
shall maintain, repair and replace the air conditioning, heating and ventilation
system, the plumbing in restrooms, the fire life safety systems and the fire
extinguishers serving the Leased Premises. Tenant shall be responsible for
all
other maintenance of the Leased Premises. Notwithstanding the provisions of
the
Lease, Tenant shall pay its pro rata share of any property taxes, security
costs
and all maintenance and repair costs for the Building (“Pass-Through Costs”).
Tenant shall also pay for gas, electrical, sewer and water services and for
janitorial and waste management and removal services for the Leased Premises,
or
if such services are not separately metered or provided, Tenant shall pay its
pro rata share of such costs calculated on a per square foot basis, and all
such
costs are included within the definition of Pass-Through Costs. Tenant shall
pay
all Pass-Through Costs within thirty (30) days following billing from
Landlord.
4. Relocation
of Premises.
Landlord
shall have a one time right to relocate the Premises to another building located
within one mile of the Leased Premises as detailed in Exhibit A attached hereto
and made a part hereof, on the following terms and conditions:
(a) Landlord
shall provide to Tenant not less than six (6) months advance written notice
of
the date of such relocation, and no such relocation shall occur within twelve
(12) months following the Closing, as defined in the Merger Agreement. Tenant
shall provide Landlord with written notice of the Closing within ten (10)
business days after the Closing.
(b) The
new
premises shall be of a single, contiguous space of approximately equal size
and
shall contain reasonably comparable quality of finishes and function as the
Leased Premises as of the time immediately prior to such relocation (including
without limitation, conference room capacity) and, if necessary, shall be placed
in that condition by Landlord at the cost of Landlord. Tenant shall have the
use
of 150 non-exclusive parking spaces contiguous to the new premises. The parties
hereby agree that any existing or future building in ▇▇▇▇ Center Newport is
reasonably comparable to the Building.
(c) The
physical relocation of the furniture, fixtures, equipment, signage and personal
property of Tenant from the Leased Premises to the new premises shall be
accomplished by Landlord at the cost of Landlord.
(d) The
physical relocation of Tenant to the new premises shall take place outside
of
normal business hours or other mutually agreed upon time.
(e) All
reasonable out-of-pocket costs incurred by Tenant in connection with such
relocation, including without limitation costs incurred in changing addresses
on
stationery, business cards, directories, websites, advertising, postage for
a
distribution of such information and other related and similar items, but
excluding any lost revenues or other intangible costs, shall be paid by
Landlord. There shall be no abatement of rent payable under the Lease on account
of Tenant’s relocation provided that if Tenant is unable to use either the
Leased Premises or new premises for the conduct of its business as reasonably
determined by the parties, then all rent shall be abated on a per diem
basis.
(f) Base
Rent
for the new premises shall be equal to the Expense Rent immediately prior to
such relocation. No change in Base Rent shall be made regardless of the actual
measurement of the new premises or the building of which they form a part,
except that On each anniversary
of the date upon which Tenant commences to do business in the new premises
on or
following the Closing, Landlord
may increase the Base Rent by three percent (3%). Tenant
shall pay Pass-Through Costs
for
the new premises provided they do not exceed the amount Pass-Through Costs
would
have been for the Leased Premises during the same period.
(g) Upon
Landlord’s exercise of its relocation right, the Lease shall automatically be
amended to delete the last sentence of Section 7.1 and to delete Section 15.1(c)
in order to permit Tenant to assign this Lease or extend the term hereof without
concurrently assigning or extending the El Capitan Lease, and the El Capitan
Lease shall be automatically amended to delete the last sentence of Section
7.1
therein in order to permit Tenant to assign the El Capitan Lease without
concurrently assigning this Lease.
(h) The
parties shall promptly execute an amendment to the Lease identifying the new
premises or, if the new premises are leased by Landlord as tenant and being
provided to Tenant under a sublease, then the parties shall promptly execute
a
sublease for the new premises which incorporates the provisions of the Lease,
as
modified by this Amendment.
5. Condition
Precedent to Effectiveness of this Amendment.
Sections
2 and 4 of this Amendment shall not be effective unless and until the Closing,
as defined in the Merger Agreement, has occurred. In the event the Merger
Agreement is terminated for any reason without a Closing occurring, then
Sections 2 and 4 of this Amendment shall be void and of no effect.
6. Lease
in Effect.
Landlord
and Tenant acknowledge and agree that the Lease, except as amended by this
Amendment, remains unmodified and in full force and effect in accordance with
its terms.
7. Entire
Agreement.
This
Amendment embodies the entire understanding between Landlord and Tenant with
respect to the subject matter hereof and can be changed only by an instrument
in
writing executed by both Landlord and Tenant.
8. Conflict
of Terms.
In the
event that there is any conflict or inconsistency between the terms and
conditions of the Lease and those of this Amendment, the terms and conditions
of
this Amendment shall control and govern the rights and obligations of the
parties.
IN
WITNESS WHEREOF, the undersigned have entered into this Amendment as of the
Effective Date of this Amendment.
| LANDLORD: | TENANT: |
| Conexant Systems, Inc., | Newport Fab, LLC, a Delaware limited |
| a Delaware corporation |
liability company, dba Jazz
Semiconductor
|
| By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | By: /s/ ▇▇▇ ▇▇ |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇ | Name: ▇▇▇ ▇▇ |
| Title: CFO & SVP of Conexant | Title: President & CEO |