EXHIBIT 10.16
REGENCY PLAZA
CONSENT TO SUBLEASE AND AGREEMENT
This Consent to Sublease and Agreement ("Agreement") is made on this 27 day
of March 1997, by and among Regency Plaza International, Inc., as successor in
interest to Maskatiya, Suri and Co., Inc. ("Master Landlord"), Mentor Graphics
Corporation as successor in interest to Microtec Research ("Master Tenant"), and
Aurum Software, Inc. ("Subtenant").
WHEREAS, Master Tenant and Master Landlord entered into a lease agreement
dated June 23, 1988 hereinafter referred to as "Master Lease" for certain
premises commonly known as ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ and Suite 1300,
located in the City of Santa ▇▇▇▇▇, County of Santa Clara, California
("Premises), which Premises are more particularly described in the Lease;
WHEREAS, Master Tenant and Subtenant have entered into a sublease agreement
("Sublease") dated January 21, 1997, for a portion of the Premises ("Sublet
Space"), which Sublet Space is more particularly described in the Sublease; and
WHEREAS, Master Tenant has requested, pursuant to paragraph 9 of the Master
Lease, that Master Landlord give its written consent to the subletting by Master
Tenant to Subtenant;
NOW, THEREFORE, Master Landlord hereby consents to said subletting, subject
to and upon the following terms and conditions, to each of which Master Tenant
and Subtenant expressly agree:
1. Nothing herein contained shall either:
(a) be construed to modify, waive or affect any of the provision,
covenants or conditions in the Master Lease, or to waive any breach thereof or
any rights of Master Landlord thereunder, or to enlarge or increase Master
Landlord's obligations thereunder, to waive or reduce any of Master Tenant's
obligations thereunder; or
(b) operate as a consent to or approval by Master Landlord of any
provisions, covenants or conditions of the Sublease. Master Landlord shall not
be bound to or by any of the provisions of the Sublease.
2. This consent is not assignable.
3. Pursuant to Paragraph 10 of the Addendum to Lease dated June 23, 1988
by and between Maskatiya, Suri & Company, Inc., as Landlord, and Microtec
Research, as Tenant, as additional consideration for the consent of Landlord to
the sublease agreement contemplated herein, Subtenant shall pay monthly Base
Rent based on the following schedule:
"50% OF TOTAL DUE TOTAL DUE TO
MONTHS BASE RENT EXCESS RENT" TO LANDLORD MASTER TENANT
------ --------- ------------ ----------- -------------
1-2 See below*
3-9 (8/97-2/98) $67,004 $7,111 $74,115 $13,281.52
10-24 (3/98-5/99) $70,833 $ 5196 $76,029 $11,367.52
25-48 (6/99-5/01) $70,833 $7,111 $77,944 $13,281.32
49-69 (6/01-2/03) $70,833 $9,025 $79,858 $15,196.12
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*The Base Rent for months 1 and 2 (June, 1997 and July, 1997) shall be paid by
Master Tenant to Master Landlord under the terms and conditions under the Master
Lease.
4. The Sublease shall be subject and subordinate at all times to the
Master Lease and to all of the provisions, covenants and conditions thereof and
all matters affecting Master Landlord's estate or interest in the land and
building of which the Premises form a part.
5. Subtenant hereby expressly assumes and agrees to perform and comply
with for the benefit of Master Landlord and Master Tenant, each and every
obligation of the Subtenant which arises during the term of the Sublease,
pertaining to the Sublet Space. Neither the assumption by Subtenant, nor the
Sublease, nor this Agreement, shall release or discharge Master Tenant from any
liability under the Master Lease, and Master Tenant shall remain liable and
responsible for the full performance and observance of all of the provisions,
covenants and conditions set forth in the Master Lease to be performed and
observed by Master Tenant. Any breach or violation of any provision of the
Master Lease by Subtenant shall be deemed to be and shall constitute a default
by Master Tenant in fulfilling such provision, and Master Landlord may proceed
directly against Master Tenant without first exhausting Master Landlord's
remedies against Subtenant.
6. This consent by Master Landlord shall not be construed as a consent by
Master Landlord to any further subletting either by Master Tenant or Subtenant
all of which is expressly prohibited. The Sublease may not be assigned,
amended, modified, renewed or extended nor shall the Premises or Sublet Space,
or any part thereof, be further sublet without the proper written consent of
Master Landlord in each instance.
7. Upon the expiration or any earlier termination of the term of the
Master Lease, or upon Master Tenant's surrender of the Master Lease to Master
Landlord, the Sublease and its term shall expire and come to an end as of the
effective date of such expiration, termination or surrender, and Subtenant shall
vacate the Sublet Space on or before such date. Master Landlord shall be
entitled to all of the rights and remedies available to a Landlord against a
tenant holding over after the expiration of a term. Subtenant shall have no
claim or offset against Master Landlord for any reason whatsoever, it being
expressly understood that Master Landlord is under no contractual obligation
whatsoever to Subtenant by virtue of this Agreement, the Sublease, or Master
Lease; that in the event of a dispute Subtenant's sole remedies shall be to go
against Master Tenant. Subtenant expressly waives any and all claims of third
party beneficiary status for all purposes.
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8. Master Tenant and Subtenant shall be and continue to be liable,
jointly and severally, for all bills rendered by Master Landlord for charges
incurred by or imposed upon Subtenant for services rendered and materials
supplied to the Sublet Space.
9. Master Tenant hereby specifically agrees that prior to commencing any
alterations, repairs, installations, additions, improvements or other work in,
to or affecting the Sublet Space, it shall adhere to the provisions of the
Master Lease.
10. Any notice or communication which any party hereto desires or is
required to give to any other party with respect to this Agreement shall be
given by prepaid certified or registered mail addressed to such other party at
its address set forth below, or at such other address as such other party may
have designated by notice given in accordance with the provisions herein. Such
notice or communication shall be deemed to have been given at the time the same
is so mailed.
11. Master Landlord acknowledges that Master Landlord does not think
Master Tenant is presently in default under the Master Lease, and the Master
Lease is in full force and effect; but this acknowledgment shall not act as a
waiver or estoppel of any nature or sort by or against Master Landlord, all of
whose rights, privileges and remedies are preserved intact without modification
by this Agreement, and if any prior or current facts or circumstances give rise
to rights, privileges, or remedies in Master Landlord's favor, all the aforesaid
shall be deemed reserved to Master Landlord, unaffected by this Agreement.
12. As a clarification to the Master Lease and its respective
modifications, each party herein acknowledges the following:
(a) Article 2. k. Parking: Subtenant shall be entitled to park on a
non-exclusive basis 118 spaces, subject to all the terms and conditions
contained in Exhibit D of the Master Lease.
(b) Addendum 8: Deleted in its entirety.
(c) Article 12. Alterations: Subtenant agrees to use Landlord's
general contractor for any modifications or alterations to the Premises.
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13. /*
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
"MASTER LANDLORD"
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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"MASTER TENANT"
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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"SUBTENANT"
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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* If Master Tenant and Subtenant are corporations, each individual signing
this Agreement on behalf thereof represents and warrants that he is duly
authorized to execute and deliver this Agreement on behalf of the
corporation.
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