EXHIBIT 10.20
FIRST AMENDMENT TO LEASE
This First Amendment to Lease (the "Amendment") dated August 27, 1999, is
by and between THE IRVINE COMPANY ("Landlord"), and BROADCOM CORPORATION, a
California corporation ("Tenant").
RECITALS
A. On August 7, 1998, Landlord and Tenant entered into that certain
Industrial Lease ("Lease") for space in buildings located at 00000 Xxxxx Xxxxxxx
("Building A") and 00000 Xxxxx Xxxxxxx ("Building B") (collectively, the
"Premises"). The Lease also included an agreement for temporary occupancy of a
portion of the Building located at 00000 Xxxxx Xxxxxxx ("Building C"). Except as
specifically defined herein, capitalized terms are used as defined in the Lease.
B. Landlord and Tenant each desire to modify the Lease to add
approximately 39,134 rentable square feet of space in Building C to the
Premises which shall be referred to as Suite 200, and make such other
modifications as are set forth in this Amendment.
AGREEMENT
I. BASIC LEASE PROVISIONS. The Basic Lease Provisions are hereby amended as
follows (section numbers refer to the Basic Lease Provision numbers):
1. Effective as of the "Commencement Date for Suite 200" (as
hereinafter defined), Item 1 shall be deleted in its entirety and substituted
therefor shall be the following:
1. Premises: The Premises includes all of one (1) three (3) story
building known as 00000 Xxxxx Xxxxxxx which contains approximately
88,903 rentable square feet ("Building A"), all of one (1) two (2)
story building known as 00000 Xxxxx Xxxxxxx ("Building B") which
contains approximately 63,451 rentable square feet, and the second
floor of a two (2) story building known as 00000 Xxxxx Xxxxxxx
("Building C") which floor contains approximately 39,134 rentable
square feet ("Suite 200").
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6. Effective as of the "Commencement Date for Suite 200", Item 6 shall
be deleted in its entirety and substituted therefor shall be the following:
From and after the Commencement Date for Suite 200, the Basic Rent
shall be Two Hundred Sixty-Eight Thousand Eighty-Three Dollars and
Twenty Cents ($268,083.20) per month, based on $1.40 per rentable
square foot.
Basic Rent is subject to adjustment as follows:
Commencing on the first day of the twenty-fifth (25th) month of the
Lease Term, the Basic Rent shall be Two Hundred Seventy-Seven
Thousand Six Hundred Fifty-Seven Dollars and Sixty Cents
($277,657.60) per month, based on $1.45 per rentable square foot.
Commencing on the first day of the thirty-seventh (37th) month of
the Lease Term, the Basic Rent shall be Two Hundred Eighty-Seven
Thousand Two Hundred Thirty-Two Dollars ($287,232.00) per month,
based on $1.50 per rentable square foot.
Commencing on the first day of the forty-ninth (49th) month of the
Lease Term, the Basic Rent shall be Two Hundred Ninety-Six Thousand
Eight Hundred Six Dollars and Forty Cents ($296,806.40) per month,
based on $1.55 per rentable square foot.
Commencing on the first day of the sixty-first (61st) month of the
Lease Term, the Basic Rent shall be Three Hundred Six Thousand Three
Hundred Eighty Dollars and Eighty Cents ($306,380.80) per month,
based on $1.60 per rentable square foot.
Commencing on the first day of the seventy-third (73rd) month of the
Lease Term, the Basic Rent shall be Three Hundred Fifteen Thousand
Nine Hundred Fifty-Five Dollars and Twenty Cents ($315,955.20) per
month, based on $1.65 per rentable square foot.
8. Effective as of the Commencement Date for Suite 200, Item 8 shall be
deleted in its entirety and substituted therefor shall be the following:
8. Floor Area of Premises: Approximately 191,488 rentable square
feet based on:
Building A: 88,903
Building B: 63,451
Building C: 39,134 (Suite 200)
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12. Item 12 is hereby deleted in its entirety and substituted therefor
shall be the following:
12. Address for Payments and Notices:
LANDLORD
INSIGNIA/ESG OF CALIFORNIA, INC.
0 Xxx, Xxxxx 000
Xxxxxx, XX 00000
with a copy of notices to:
IRVINE INDUSTRIAL COMPANY
X.X. Xxx 0000
Xxxxxxx Xxxxx, XX 00000-0000
Attn: Vice President, Industrial Operations
TENANT
BROADCOM CORPORATION
00000 Xxxxx Xxxxxxx
Xxxxxx, XX
Attention: Director of Corporate Services
With additional copy sent to the same address, but to Chief
Financial Officer
with a copy of notices of default only to:
Xxxxxxx, Xxxxxxx & Xxxxxxxx
000 Xxxx X Xxxxxx. Xxxxx 0000
Xxx Xxxxx, XX 00000
Attn: W. Xxxxx Xxxx
14. Effective as of the Commencement Date for Suite 200, Item 14 shall
be deleted in its entirety and substituted therefor shall be the following:
14. Vehicle Parking Spaces: 768 spaces within the Common Area of the
Project based on four (4) spaces per 1000 rentable square feet of
Premises area
II. COMMENCEMENT DATE FOR SUITE 200. "Commencement Date for Xxxxx 000" shall
be the earlier of: (a) ten (10) business days following the date that (i)
Landlord notifies Tenant that Landlord has substantially completed the
construction of the Tenant Improvements for Suite 200 in accordance with the
Work Letter attached to this Amendment as Exhibit B but for minor "punch list"
items identified by Landlord and Tenant in a walk-through of Suite 200 prior to
the Commencement Date, which items do not preclude or materially impair Tenant
from conducting
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its business in Suite 200, and (ii) Landlord has provided Tenant with all
parking required in the Common Area of the Project, and (iii) Landlord has
obtained and provided Tenant with a certificate of occupancy or temporary
certificate of occupancy for the Premises from the City of Irvine or (b) the
date Tenant acquires possession or commences use of Suite 200 for any purpose
other than construction or installation of equipment, furniture, fixtures or
network and telecommunications cabling; or (c) December 9, 1999 (the "Outside
Commencement Date"). Within ten (10) days after the Commencement Date for Suite
200 has occurred, the parties shall memorialize on a form provided by Landlord
the actual Commencement Date for Suite 200.
III. RENT FOR SUITE 200. As of the Commencement Date for Xxxxx 000, Xxxxx 000
shall become part of the Premises and all rent payable under the Lease shall be
adjusted accordingly. For example, Tenant's Share for the purpose of calculating
Operating Expenses to be paid by Tenant shall be increased accordingly and the
Basic Rent under the Lease shall be increased to reflect the addition of the
39,134 rentable square feet of Suite 200 based on the Basic Rent rates set forth
in Item 6 of the Basic Lease Provisions of the Lease including adjustments to
Basic Rent which occur after the Commencement Date for Suite 200.
Notwithstanding the foregoing, in the event the Commencement Date for Suite 200
occurs prior to the Outside Commencement Date, the Basic Rent for Suite 200 from
the Commencement Date for Suite 200 to the Outside Commencement Date shall be
Fifty Thousand Eight Hundred Seventy-Four Dollars and Twenty Cents ($50,874.20)
based on $1.30 per rentable square foot.
IV. FLOOR PLAN OF PREMISES. Exhibit A attached to this Amendment is hereby
added to the Lease, and collectively with the descriptions of Building A and
Building B on Exhibit A attached to the Lease, shall constitute the "Premises"
as defined in Section 2.1 of the Lease.
V. TENANT IMPROVEMENTS. Landlord hereby agrees to complete the Tenant
Improvements for Suite 200 in accordance with the Work Letter attached to this
Amendment.
VI. LANDLORD OBLIGATIONS. Landlord warrants to Tenant that the roof of
Building C shall be in good condition as of the Commencement Date for Suite 200
and the HVAC system of Building C shall be in good working order as of the
Commencement Date for Suite 200. If any non-compliance with such warranty exists
as of the Commencement Date for Suite 200, Landlord shall, promptly after
receipt of written notice from Tenant setting forth the nature and extent of
such non-compliance, rectify same at Landlord's cost and expense.
Notwithstanding the foregoing, Landlord shall not be obligated under its
warranty set forth in this paragraph for any modification of the existing HVAC
system required in connection with Tenant Improvements being constructed in
Suite 200, including, without limitation, any rerouting, rebalancing, the
addition or removal of supply or return vents or other adjustments to the system
required to accommodate the Tenant Improvements being completed pursuant to the
Work Letter.
VII. SIGNS. In addition to the Exterior Signage provided for in the Existing
Lease, Tenant shall have the right to install and maintain one (1) new monument
sign on Laguna Canyon Road
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which substantially matches the existing monument sign on Xxxxx Parkway which
shall be oriented perpendicular to the curb and located outside the site
distance triangle. The new monument sign shall be subject to the Signage
Criteria for the Project and the other provisions of the Lease. Tenant shall
have the right to the top position on such monument sign so long as Tenant
continues to be the Dominant Tenant in Building C.
VIII. GENERAL
A. Effect of Amendments. The Lease shall remain in full force and
effect except to the extent that it is modified by this Amendment.
B. Entire Agreement. This Amendment embodies the entire understanding
between Landlord and Tenant with respect to the modifications set forth herein
and can be changed only by a writing signed by Landlord and Tenant.
C. Counterparts. If this Amendment is executed in counterparts, each is
hereby declared to be an original; all, however, shall constitute but one and
the same amendment. In any action or proceeding, any photographic, photostatic,
or other copy of this Amendment may be introduced into evidence without
foundation.
D. Corporate Authority. Each individual executing this Amendment in his
or her capacity as a corporate officer represents that he or she is duly
authorized to execute and deliver this Amendment on behalf of such corporation
and that this Amendment is binding upon such corporation in accordance with its
terms.
IX. EXECUTION
Landlord and Tenant executed this Amendment as of the date as set forth
above.
LANDLORD: TENANT:
THE IRVINE COMPANY BROADCOM CORPORATION,
a California corporation
By: /s/ XXXXXX X. XXXXXXXX, XX By: /s/ XXXXXXX X. XXXXXX
-------------------------------------- -----------------------------
Xxxxxx X. Xxxxxxxx, Xx, President, Name: Xxxxxxx X. Xxxxxx
Irvine Industrial Company, a Title: Vice President and
division of The Irvine Company CFO
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By: /s/ XXXX X. XXXXXXX By:
----------------------------------------- -----------------------------
Xxxx X. Xxxxxxx, Name:
Senior Vice President ----------------------
Finance & Acquisitions Title:
----------------------
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FIRST AMENDMENT TO LEASE
BETWEEN
THE IRVINE COMPANY
AND
BROADCOM CORPORATION
DATED AUGUST 27, 1999
EXHIBITS
EXHIBIT A Description of Premises (drawing)
EXHIBIT B Industrial Work Letter Dollar Allowance (Suite 200)
Broadcom Corporation agrees to furnish supplementally a copy of any of the
foregoing exhibits to the SEC upon request.
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SECOND AMENDMENT TO LEASE
I. PARTIES AND DATE.
This Second Amendment to Lease (the "Amendment") dated December 10, 1999,
is by and between THE IRVINE COMPANY ("Landlord"), and BROADCOM CORPORATION, a
California corporation ("Tenant").
II. RECITALS.
On August 7, 1998, Landlord and Tenant entered into a lease for space in
buildings located at 00000 Xxxxx Xxxxxxx ("Building A") and 00000 Xxxxx Xxxxxxx
("Building B") (collectively, the "Premises"), which Lease was amended by a
First Amendment to Lease dated August 27, 1999, wherein approximately 39,134
rentable square feet of space located at 00000 Xxxxx Xxxxxxx ("Suite 200") was
added to the Premises (as amended, the "Lease").
Landlord and Tenant each desire to modify the Lease to add approximately
39,134 rentable square feet of space in a Building located at 00000 Xxxxx
Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx more particularly described on EXHIBIT A
to this Amendment ("Suite 100"), adjust the Basic Rent, and make such other
modifications as are set forth in "III. MODIFICATIONS" next below.
III. MODIFICATIONS.
A. Basic Lease Provisions. The Basic Lease Provisions are hereby
amended as follows:
1. Effective as of the "Commencement Date for Suite 100" (as
defined in Section III(C) below), Item 1 shall be deleted in its
entirety and substituted therefor shall be the following:
"1. Premises: The Premises includes all of one (1) three (3)
story building known as 00000 Xxxxx Xxxxxxx which contains
approximately 88,903 rentable square feet ("Building A"), all
of one (1) two (2) story building known as 00000 Xxxxx Xxxxxxx
("Building B") which floor contains approximately 63,451
rentable square feet, and all of one (1) two story building
known as 00000 Xxxxx Xxxxxxx which floor contains 78,268
("Building C")."
2. Item 4 is hereby amended by adding the following:
"Estimated Commencement Date for Suite 100: May 1, 2000"
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3. Item 6 is hereby amended by adding the following:
"Basic Rent for Suite 100: As of the Commencement Date for
Suite 100, Basic Rent for Suite 100 shall be Fifty-Four
Thousand Seven Hundred Eighty-Eight Dollars ($54,788.00) per
month, based on $1.40 per rentable square foot.
Basic Rent for Suite 100 is subject to adjustment as follows:
Commencing December 1, 2000, the Basic Rent for Suite 100
shall be Fifty-Six Thousand Seven Hundred Forty-Four Dollars
($56,744.00) per month, based on $1.45 per rentable square
foot.
Commencing December 1, 2001, the Basic Rent for Suite 100
shall be Fifty Eight Thousand Seven Hundred One Dollars
($58,701.00) per month, based on $1.50 per rentable square
foot.
Commencing December 1, 2002, the Basic Rent for Suite 100
shall be Sixty Thousand Six Hundred Fifty-Eight Dollars
($60,658.00) per month, based on $1.55 per rentable square
foot.
Commencing December 1, 2003, the Basic Rent for Suite 100
shall be Sixty Two Thousand Six Hundred Fourteen Dollars
($62,614.00) per month, based on $1.60 per rentable square
foot.
Commencing December 1, 2004, the Basic Rent for Suite 100
shall be Sixty Four Thousand Five Hundred Seventy-One Thousand
Dollars ($64,571.00) per month, based on $1.65 per rentable
square foot.
4. Effective as of the Commencement Date for Suite 100, Item 8
shall be deleted in its entirety and substituted therefor shall be
the following:
"8. Floor Area of Premises: Approximately 230,622 rentable
square feet based on:
Building A: 88,903
Building B: 63,451
Building C: 78,268
5. Effective as of the Commencement Date for Suite 100, Item 14
shall be deleted in its entirety and substituted therefor shall be
the following:
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"14. Vehicle Parking Spaces: Nine Hundred Twenty-Seven (927)
spaces within the Common Area of the Project based on four (4)
spaces per 1000 rentable square feet of Premises area"
B. Floor Plan of Premises. EXHIBIT A attached to this Amendment is
hereby added to the Lease, and collectively with the descriptions of Building A
and Building B on Exhibit A attached to the Lease, and Suite 200 on Exhibit A
attached to the First Amendment, shall constitute the "Premises" as defined in
Section 2.1 of the Lease.
C. Tenant Improvements. Landlord hereby agrees to complete the Tenant
Improvements for Suite 100 in accordance with the provisions of EXHIBIT X-1,
Work Letter, attached to this Amendment. As used herein, the "Commencement Date
for Suite 100" shall mean the earlier to occur of: (i) ten (10) days following
the date that (A) Landlord notifies Tenant that Landlord has substantially
completed the construction of the Tenant Improvements for Suite 100 in
accordance with the Work Letter attached as EXHIBIT X-1 hereto, but for minor
"punch list" items identified by Landlord and Tenant in a walk-through of Suite
100 prior to the Commencement Date of Suite 100, which items do not preclude or
materially impair Tenant from conducting its business from Suite 100, (B)
Landlord has provided Tenant with all parking required by the Lease (as amended
by this Amendment) in the Common Area of the Project, and (C) Landlord has
obtained and provided Tenant with a certificate of occupancy or temporary
certificate of occupancy for Suite 100 from the City of Irvine, or (ii) the date
Tenant acquires possession or commences use of such portion of Suite 100 for any
purpose other than construction or installation of equipment, furniture,
fixtures or network and telecommunications cabling. Possession of Suite 100
shall be tendered to Tenant on the Commencement Date for Suite 100. Within ten
(10) days after possession of Suite 100 is tendered to Tenant, the parties shall
memorialize on a form provided by Landlord the actual Commencement Date for
Suite 100. Tenant's failure to execute that form shall not affect the validity
of Landlord's determination of said date. The provisions of Sections 2.2 and 2.4
of the Lease, including without limitation, those provisions governing a
preparation and approval of a punch list, shall apply with respect to Suite 100
(with the "Commencement Date" set forth in said Sections to refer to the
"Commencement Date of Suite 100" for purposes of this Amendment).
D. Sections Deleted. The following Sections of the Lease are hereby
deleted in their entirety and shall have no further force or effect: Sections
2.5 and 2.6 of the Lease.
E. Landlord's Obligations. Landlord warrants to Tenant that the roof of
Building C shall be in good condition as of the Commencement Date for Suite 100
and the HVAC system of Building C shall be in good working order as of the
Commencement Date for Suite 100. If any non-compliance with such warranty exists
as of the Commencement Date for Suite 100, Landlord shall, promptly after
receipt of written notice from Tenant setting forth the nature and extent of
such non-compliance, rectify same at Landlord's cost and expense.
Notwithstanding the foregoing, Landlord shall not be obligated under its
warranty set forth in this paragraph for any modification of the existing HVAC
system required in connection with Tenant
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Improvements being constructed in Suite 100, including, without limitation, any
rerouting, rebalancing, the addition or removal of supply or return vents or
other adjustments to the system required to accommodate the Tenant Improvements
for Suite 100 being completed pursuant to the Work Letter attached to this
Amendment.
F. Contingency. Tenant understands and agrees that the effectiveness of
this Amendment is contingent upon the mutual execution of a lease surrender and
termination agreement for Suite 100 by Landlord and AST Research, Inc., the
current tenant in possession of Suite 100. If the contingency contained in this
Section III(F) is not fully satisfied on or before December 17, 1999, then
either party may terminate this Amendment by giving written notice to the other
at any time thereafter (but prior to Landlord's notice of full satisfaction of
this contingency), and Tenant shall thereupon be free to proceed under the
provisions contained in Section 2.6 of the Lease.
IV. GENERAL.
A. Effect of Amendments. The Lease shall remain in full force and
effect except to the extent that it is modified by this Amendment.
B. Entire Agreement. This Amendment embodies the entire understanding
between Landlord and Tenant with respect to the modifications set forth in "III.
MODIFICATIONS" above and can be changed only by a writing signed by Landlord and
Tenant.
C. Counterparts. If this Amendment is executed in counterparts, each is
hereby declared to be an original; all, however, shall constitute but one and
the same amendment. In any action or proceeding, any photographic, photostatic,
or other copy of this Amendment may be introduced into evidence without
foundation.
D. Defined Terms. All words commencing with initial capital letters in
this Amendment and defined in the Lease shall have the same meaning in this
Amendment as in the Lease, unless they are otherwise defined in this Amendment.
E. Corporate and Partnership Authority. If Tenant is a corporation or
partnership, or is comprised of either or both of them, each individual
executing this Amendment for the corporation or partnership represents that he
or she is duly authorized to execute and deliver this Amendment on behalf of the
corporation or partnership and that this Amendment is binding upon the
corporation or partnership in accordance with its terms.
F. Attorneys' Fees. The provisions of the Lease respecting payment of
attorneys' fees shall also apply to this Amendment.
V. EXECUTION.
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Landlord and Tenant executed this Amendment on the date as set forth in
"I. PARTIES AND DATE." above.
LANDLORD: TENANT:
THE IRVINE COMPANY BROADCOM CORPORATION,
a California corporation
By: /s/ XXXXXXX X. SIM By: /s/ XXXXXXX X. XXXXXX
------------------------------------ -----------------------------
Xxxxxxx X. Sim, Group President, Name: Xxxxxxx X. Xxxxxx
Investment Properties Title: Vice President and CFO
By: /s/ XXXXXX X. XXXXXXXX, XX By:
------------------------------------ -----------------------------
Xxxxxx X. Xxxxxxxx, Xx., Name:
President, Irvine Industrial ----------------------
Company, a division of The Title:
Irvine Company ----------------------
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