EXHIBIT 10.1
SECOND AMENDMENT TO LEASE
0000 XXXXXXX XXX, XXXXX XXXXX, XXXXXXXXXX
THIS SECOND AMENDMENT TO LEASE (this "2nd Amendment") is made this 1st day of
September, 1999 between the Xxxxxx and Xxxxxxxx Xxxx Trust, successor in
interest to Xxxxxx Xxxx and to Xxxx-Xxxxxxx-French #43 (the "Landlord"), and
Integrated Device Technology, Inc, a Delaware corporation, successor in interest
to Synertek, a Delaware corporation, (the "Tenant").
WHEREAS, Landlord and Tenant entered into a Lease dated August 1, 1979,
(as amended, the "Lease"), for those certain premises located at 0000 Xxxxxxx
Xxx, Xxxxx Xxxxx, Xxxxxxxxxx (the "Premises"), as more fully described in the
Lease. Capitalized terms used but not otherwise defined herein shall have the
meanings given them in the Lease; and
WHEREAS, Landlord and Tenant desire to modify the lease as provided
herein.
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the parties hereby mutually agree as follows:
TERM: The term of this Lease shall be extended by a period of sixty (60) months
beyond the currently scheduled expiration date of June 30, 2000 and revised
effective January 1,2000. Unless otherwise modified by mutual written agreement
or extended as provided herein this lease shall expire June 30, 2005.
RENT: Base Rent for the Premises shall be as follows:
January 1, 2000 through June 30, 2001 $63,367.90 per month
July 1, 2001 through June 30, 2002 $65,553.00 per month
July 1, 2002 through June 30, 2003 $67,138.10 per month
July 1, 2003 through June 30, 2004 $69,923.20 per month
July 1, 2004 through June 30, 2005 $72,108.30 per month
TENANT IMPROVEMENTS: The Premises are to be taken in an "as-is" condition.
OPTION TO RENEW: Tenant shall, provided this Lease is in full force and effect
and Tenant is not and has not been in default under any of the terms and
conditions of this lease, have one (1) option to renew this lease for a term of
five (5) years, for the Premises in an "as-is" condition and on the same terms
and conditions set forth in this Lease, except as modified by the terms,
covenants and conditions set forth below:
(1) If Tenant elects to exercise such option, then Tenant shall
provide Landlord with written notice no earlier than the date
which is two hundred seventy (270) days prior to the expiration of
the then current term of this Lease, but no later than 5:00 p.m.
(Pacific Standard Time) on the date which is one hundred eighty
(180) days prior to the expiration of the then
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SECOND AMENDMENT TO LEASE
0000 XXXXXXX XXX, XXXXX XXXXX, XXXXXXXXXX
current term of this Lease. If Tenant fails to provide such
notice, Tenant shall have no further or additional right to extend
or renew the term of this Lease.
(2) The Base Rent in effect at the expiration of the then current term
of this Lease shall be increased to reflect ninety-five percent
(95%) of the current fair market rental for comparable space in
other similar buildings in the same rental market as of the date
the renewal term is to commence, taking into account the specific
provisions of this Lease which will remain constant, and the
Building amenities, location, identity, quality, age, condition,
term of lease, tenant improvements, services provided, and other
pertinent items.
(3) Landlord shall advise Tenant of the new Base Rent for the Premise
for the applicable renewal term based on Landlord's determination
of fair market rental value, no later than fifteen (15) days after
receipt of notice of Tenant's exercise of its option to renew.
(4) Landlord and Tenant shall negotiate in good faith to agree on the
fair market rental value of the Premises and terms and conditions
for the renewal term. If Tenant and Landlord are unable to agree
on a mutually acceptable rental rate for the renewal term within
thirty (30) days after notification by Landlord to Tenant of
Landlord's determination of the new Base Rent for the renewal
term, but in any event no later than the date which is ninety (90)
days prior to the expiration of the then current term, then on or
before such date Landlord and Tenant shall each appoint a licensed
real estate broker with at least ten (10) year's experience in
leasing R & D/industrial space in the area in which the Building
is located to act as arbitrators. The two (2) arbitrators so
appointed shall determine the fair market rental value for the
Premises for the applicable renewal term based on the above
criteria and each shall submit his or her determination of such
fair market rental value to Landlord and Tenant in writing, within
sixty (60) days after their appointment.
If the two (2) arbitrators so appointed cannot agree on the fair
market rental value for the applicable renewal term within such
60-day period, the two (2) arbitrators shall within five (5) days
thereafter appoint a third arbitrator who shall be a licensed real
estate broker with at lest ten (10) year's experience in leasing R
& D/industrial space in the area in which the Building is located.
The third arbitrator so appointed shall independently determine
the fair market rental value for the Premises for the renewal term
within thirty (30) days after appointment, by selecting from the
proposals submitted by each of the first two arbitrators the one
that most closely approximates the third arbitrator's
determination of such
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SECOND AMENDMENT TO LEASE
0000 XXXXXXX XXX, XXXXX XXXXX, XXXXXXXXXX
fair market rental value. The third arbitrator shall have no right
to adopt a compromise or middle ground or any modification of
either of the proposals submitted by the first two arbitrators.
The proposal chosen by the third arbitrator as most closely
approximating the third arbitrator's determination of the fair
market rental value shall constitute the decision and award of the
arbitrators and shall be final and binding on the parties.
Each party shall pay the fees and expenses of the arbitrator
appointed by such party and one-half (1/2) of the fees and
expenses of the third arbitrator.
If either party fails to appoint an arbitrator, or if either of
the first two arbitrators fails to submit his or her proposal of
fair market rental value to the other party, in each case within
the time periods set forth above, then the decision of the other
party's arbitrator shall be considered final and binding.
In the event the third arbitrator fails to present a fair market
rental value within such 30-day period, then by mutual consent of
the Landlord and Tenant:
(a) the time period will be extended, or
(b) If either Landlord or Tenant do not wish to extend
the time period, a fourth arbitrator shall be
selected by the first two arbitrators and a new
thirty (30) day period shall begin.
(5) Notwithstanding anything to the contrary contained in this
Paragraph, in no event shall the Base Rent for the renewal term be
less than the Rent in effect in the last year of this second
Amendment ($1.65 per square foot per month). In addition, Landlord
shall have no obligation to provide or pay for any tenant
improvements or brokerage commissions during any renewal term.
(6) Tenant's right to exercise the option to renew under this
Paragraph shall be conditioned upon Tenant occupying the entire
Premises and the same not being occupied by any assignee,
subtenant or licensee other than Tenant or its affiliate at the
time of exercise of the option and commencement of the renewal
term. Tenant's exercise of the option to renew shall constitute a
representation by Tenant to Landlord that as of the date of
exercise of the option and the commencement of the renewal term,
Tenant does not intend to seek to assign this Lease in whole or in
part, or sublet all or any portion of the Premises.
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SECOND AMENDMENT TO LEASE
0000 XXXXXXX XXX, XXXXX XXXXX, XXXXXXXXXX
(7) Any exercise by Tenant of any option to renew under this Paragraph
shall be irrevocable. If requested by Landlord, Tenant agrees to
execute a lease amendment or, at Landlord's option, the parties
will negotiate and agree to a new lease for the Building,
reflecting the foregoing terms and conditions, prior to the
commencement of the renewal term. The option to renew granted
under this Paragraph is/are not transferable; the parties hereto
acknowledge and agree that they intend that each option to renew
this Lease under this Paragraph shall be "personal" to the
specific Tenant named in this Lease and that in no event will any
assignee or sublessee have any rights to exercise such option to
renew.
RENTAL VALUE INSURANCE: Tenant shall obtain and keep in force a policy in the
name of Lessor with loss payable to Lessor and any Lender, insuring the loss of
the full rent for one (1) year.
Except as expressly modified above, all terms and conditions of the Lease remain
in full force and effect and are hereby ratified and confirmed.
IN WITTNESS WHEREOF, the parties hereto have entered into this second
Amendment as of the date first written above.
LANDLORD: TENANT:
Xxxxxx and Xxxxxxxx Xxxx Trust Integrated Device Technology, Inc.,
a Delaware corporation
By: Xxxxxx Xxxx
Trustee
By: /s/ By: /s/
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Xxxxxx Xxxx Xxxxx Xxxxxxx
Its: Trustee Its: Vice President of Administration
Dated: 9/17/99 Dated: 9/17/99
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