California-Sunnyvale-945 Stewart Drive Sublease [Amendment No. 1] - Applied Materials Inc. and Vitria Technology Inc.
FIRST AMENDMENT TO SUBLEASE
THIS FIRST AMENDMENT TO SUBLEASE (the "Amendment") is made as of December
14, 1999 between Applied Materials, Inc., a Delaware corporation
("Sublandlord") and Vitria Technology, Inc., a California corporation
("Subtenant").
RECITALS
A. Sublandlord and Subtenant have entered into that certain Sublease
dated as of April 6, 1999, for Premises commonly known as 945 Stewart Drive,
Sunnyvale, California.
B. Sublandlord and Subtenant desire to amend the Sublease to add to the
Premises subject thereto that certain building commonly known as 940 Stewart
Drive, Sunnyvale, California.
NOW THEREFORE, Sublandlord and Subtenant agree to amend the Sublease as
provided herein.
1. Amendment to Initial Paragraph. The third sentence of the first grammatical
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paragraph of the text of the Sublease shall be amended to read as follows:
"Premises" or "Building" means the building or buildings subject to
this Sublease as provided herein; for the period from the Effective
Date of the Sublease through December 14, 1999, Premises or Building
means the building designated 945 Stewart Drive, Sunnyvale, California
("Building C"); for the period December 15, 1999 through August 31,
2003, Premises or Building means Building C and the building
designated 940 Stewart Drive, Sunnyvale, California ("Building F");
and for the period September 1, 2003 through October 5, 2007, Premises
or Building means Building F.
2. Amendment to Schedule. The Schedule shall be amended to read as follows:
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1. Subtenant: Vitria Technology, Inc.
2. Premises: From August 1, 1999 to December 14, 1999, 945 Stewart
Drive, Sunnyvale, California ("Building C"), as shown in Exhibit
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A attached hereto; from December 15, 1999, through August 31,
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2003, Building C and 940 Stewart Drive, Sunnyvale, California
("Building F") as shown on Exhibit A attached hereto; from
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September 1, 2003 to October 5, 2007, Building F.
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3. Rentable Square Footage of the Premises: Building C, 63,781
square feet; Building F, 44,702 square feet.
4. Subtenant's Proportionate Share: Building C: 100% for Operating
Costs and Taxes allocated to Building C, and 14.97% for Operating
Costs and Taxes charged to the Project but not allocated to
specific Buildings by Landlord.
Building F: 100% for Operating Costs and Taxes allocated to
Building F, and 10.49% for Operating Costs and Taxes charged to
the Project but not allocated to specific Buildings by Landlord.
5. Lease Deposit: Building C: $83,135.10 paid upon execution of the
Sublease, representing advance payment of the first month's rent
("Advance Rent Deposit"), plus a security deposit in cash in the
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amount of twice the last month's rent delivered upon execution of
the Sublease ($283,733.10).
Building F: $55,875 due on December 15, 1999 (one month's rent
prorated) plus a security deposit in cash in the amount of twice
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the last month's rent ($274,889.10) ("Security Deposit").
6. Permitted Use: Office; storage and shipping of equipment and
parts; assembly (using parts manufactured elsewhere), repair and
testing of machinery and equipment; research, testing and
demonstration laboratory; and ancillary uses permitted under
applicable laws.
7. Subtenant's Real Estate Broker for this Lease: CB Richard Ellis.
8. Sublandlord's Real Estate Broker for this Lease: Wayne Mascia
Associates.
9. Tenant Improvement Allowance: For Building C, $1,594,525.00 Base
Allowance plus an Additional Allowance of up to $637,810.00; for
Building F, none.
10. Commencement Date: For Building C, August 1, 1999; See Paragraph
1.A. For Building F, December 15, 1999.
11. Term: Commencing on the Commencement Date for each Building and
expiring on August 31, 2003, for Building C and October 5, 2007
for Building F ("Termination Date").
12. Guarantor: None.
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13. Base Rent:
Months Base Rent
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Aug. 1999 - Dec. 15, 1999 $ 85,135.50
Dec. 15, 1999 - Jan. 31, 2000 $196,890.50
Feb. 1, 2000 - Jul. 31, 2000 $240,885.35
Aug. 1, 2000 - Nov. 30, 2000 $244,074.40
Dec. 1, 2000 - Jul. 31,2001 $247,427.05
Aug. 1, 2001 - Nov. 30, 2001 $250,616.10
Dec. 1, 2001 - Jul. 31, 2002 $254,069.33
Aug. 1, 2002 - Nov. 30, 2002 $257,258.38
Dec. 1, 2002 - Jul. 31, 2003 $260,815.21
Aug. 1, 2003 - Aug. 31, 2003 $264,004.26
Sept. 1, 2003 - Nov. 30, 2003 $122,117.71
Dec. 1, 2003 - Nov. 30, 2004 $125,781.24
Dec. 1, 2004 - Nov. 30, 2005 $129,554.67
Dec. 1, 2005 - Nov. 30, 2006 $133,441.31
Dec. 1, 2006 - Oct. 31, 2007 $137,444.55
14. Master Lease: Lease dated September 9, 1997 between Applied
Materials, Inc. as Tenant and CarrAmerica Realty Corporation as
Landlord.
15. Landlord or Master Landlord: CarrAmerica Realty Corporation.
3. Amendment to Section 1. Section 1 of the Sublease shall be amended to read
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as follows:
A. Commencement Date. The Commencement Date shall be the date
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established pursuant to this section, and the Sublease shall
expire on the Termination Date set forth in the Schedule.
Subject to Section 1 B below, the Commencement Date for Building
C shall be the earliest occurring of the following:
(i) The date of Substantial Completion of the Tenant
Improvements, as such term is defined in the Work Letter
Agreement attached hereto as Exhibit C ("Work Letter
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Agreement"); or
(ii) August 1, 1999.
The Commencement Date for Building F shall be December 15, 1999.
4. Amendment to Section 2.A. Section 2.A(2) shall be amended to read as
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follows:
(2.) Operating Costs Share Rent in an amount equal to (a) $4,800.00
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per Building annual management fee charged by Sublandlord, plus
(b) Subtenant's Proportionate Share of
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the Landlord Operating Costs for the applicable fiscal year of
the Sublease, charged to Sublandlord by Landlord ("Landlord
Operating Costs"). Operating Costs Share Rent shall be due
monthly in advance in an estimated amount commencing with the
Commencement Date, and thereafter on or before the first day of
each month of the Term. Definitions of Landlord's Operating
Costs and Subtenant's Proportionate Share, and the method for
billing and payment of Operating costs Share Rent are set forth
I Section 2B, 2C and 2D.
5. Amendment to Section 3.A. Section 3.A.(1) shall be amended to read as
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follows:
(1) The "Building Shell" shall mean the Building structure, exterior
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walls, glass, floor slab, utilities (phone, gas, electric,
plumbing, fire, and water) to the Building, and roof, and shall
include the parking lot, landscaping and the base for the street
monument sign. Landlord is responsible for bringing phone,
electrical, gas and plumbing service to the Building (i.e.,
stubbed but not distributed) and for installing the main fire
sprinkler trunks (i.e., installed but not distributed or
"dropped"). The Building Shell does not include any elevators,
stairs, HVAC, roof screens or thermal insulation.
Notwithstanding the foregoing, Landlord has installed all
elevators, and Sublandlord has installed the improvements listed
on Exhibit E (the "Shell Upgrades") in Building C and Building F
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and the additional items ("Base TI's") listed in Exhibit H in
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Building F.
6. Amendment to Section 3.B: Section 3.B shall be amended to read as follows:
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B. Construction of Interior Improvements. Except for Sublandlord's
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obligation to install the Tenant Improvements in Building C in
accordance with the Work Letter Agreement, Sublandlord is leasing
the Premises to Subtenant "as is" and subject to the warranties
set forth in Section 3.A(2) above, without any obligation to
alter, remodel, improve, or decorate any part of the Premises or
Project. Sublandlord shall cause the Tenant Improvements to be
completed in accordance with the terms, conditions and
limitations set forth in the Work Letter Agreement. The Tenant
Improvement Allowance shall be in the amount stated in the
Schedule, subject to all terms and conditions of the Work Letter
Agreement.
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7. Amendment To Section 22.B. Section 22.B shall be amended by amending the
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first sentence thereof to read as follows:
Upon execution of this Sublease, Subtenant deposited with Sublandlord the
cash sum of two times the last month's Base Rent for Building C (Two
Hundred Eighty-Three Thousand Seven Hundred Seventy-Three and 10/100ths
Dollars ($283,773.10)) and on or before the Commencement Date for Building
F Subtenant shall deposit with Sublandlord the cash sum of two times the
last month's Base Rent for Building F (Two Hundred Seventy-Four Thousand
Eight Hundred Eighty-Nine and 10/100ths Dollars ($274,889.10)) as a
security deposit ("Security Deposit").
And by amending the last sentence to read as follows:
If Subtenant performs all of Subtenant's obligations hereunder, the portion
of the Security Deposit delivered with respect to each Building or so much
thereof as had not theretofore been applied by Sublandlord shall be
returned without payment of interest for its use to Subtenant (or, at
Sublandlord's option, to the last assignee, if any, of Subtenant's interest
hereunder) within ten (10) days after expiration of the term with respect
to such Building or ten (10) days after the date Subtenant has vacated the
Building, whichever is later.
8. Affirmation. Except as amended herein, the Sublease remains in full force
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and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
Sublease.
SUBLANDLORD: SUBTENANT:
APPLIED MATERIALS, INC., VITRIA TECHNOLOGY, INC.,
A Delaware corporation A California corporation
By: /s/ A.M. FENFROCK By: /s/ PAUL R. AUVIL, III
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Print Name: A.M. FENFROCK Print Name: PAUL R. AUVIL, III
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Print Title: MANAGING DIRECTOR Print Title: Vice President, Finance
----------------------- and Chief Financial Officer
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