FIRST AMENDMENT TO lease
THIS FIRST AMENDMENT TO lease (the "First Amendment") is made
as of this ______ day of November, 2000, by and between WHTS freedom circle
partners II, llc, a Delaware limited liability company ("Landlord"), and
pmc-sierra, inc., a Delaware corporation ("Tenant").
RECITALS:
Landlord and Tenant are parties to that certain written Lease,
dated July 20, 2000 (the "Lease"), under the terms of which Landlord has agreed
to lease to Tenant, and Tenant has agreed to lease from Landlord, certain
premises (the "Initial Premises") comprising the entire first, second, third,
fourth, fifth and sixth floors of that certain building to be developed by
Landlord, commonly known as Mission Towers II, 0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx
Xxxxx, Xxxxxxxxxx (the "Building").
Landlord and Tenant now desire to amend the Lease to provide
for the expansion of the Initial Premises to comprise the entire seventh,
eighth, ninth, tenth, eleventh and twelfth floors of the Building, as more
particularly described on Exhibits "X-0," "X-0," "X-0," "A-4," "A-5" and "A-6"
attached hereto (the "Expansion Premises").
NOW, THEREFORE, Landlord and Tenant hereby agree as follows:
1. All defined terms as used in this First Amendment shall
have the same meanings ascribed to such terms in the Lease, unless otherwise
expressly set forth herein.
2. Article 1 of the Lease is hereby amended to provide that
the Premises shall comprise the Initial Premises and the Expansion Premises.
3. Article 1 of the Lease is hereby further amended to provide
that Tenant's Proportionate Share shall mean 100%.
4. Article 1 of the Lease is hereby further amended to provide
that the area of the Expansion Premises shall be as follows:
Floor 7: 24,736 rentable square feet (22,265 usable square feet)
Floor 8: 24,736 rentable square feet (22,265 usable square feet)
Floor 9: 24,736 rentable square feet (22,265 usable square feet)
Floor 10: 24,624 rentable square feet (22,164 usable square feet)
Floor 11: 24,624 rentable square feet (22,164 usable square feet)
Floor 12: 24,624 rentable square feet (22,164 usable square feet)
Total: 148,080 rentable square feet (133,287 usable square feet)
5. Article 1 of the Lease is hereby further amended to provide
that Fixed Rent payable for the Expansion Premises shall be as follows:
Period Per Annum Per Month
------ --------- ---------
Year 1 $11,106,000.00 $925,500.00
Year 2 $11,494,710.00 $957,892.50
Year 3 $11,897,024.88 $991,418.74
Year 4 $12,313,420.68 $1,026,118.39
Year 5 $12,744,390.48 $1,062,032.54
Year 6 $13,190,444.16 $1,099,203.68
Year 7 $13,652,109.60 $1,137,675.80
Year 8 $14,129,933.52 $1,177,494.46
Year 9 $14,624,481.12 $1,218,706.76
Year 10 $15,136,338.00 $1,261,361.50
6. Article 1 of the Lease is hereby further amended to provide
that the Security Deposit shall be increased by $750,000.00 to a total amount
equal to $2,750,000.00. Concurrently with Tenant's execution of this First
Amendment, Tenant shall execute and deliver to Landlord either a new Letter of
Credit, complying with the terms of Section 27.2 of the Lease, in the face
amount of $750,000.00, or an amendment to the existing Letter of Credit
increasing the face amount thereof to $2,750,000.00.
7. Concurrently with Tenant's execution of this Lease, Tenant
shall deliver to Landlord either cash or a letter of credit in the amount of one
month's Fixed Rent for the Expansion Premises (the "Advance Rent Letter of
Credit"). The Advance Rent Letter of Credit shall comply with the requirements
set forth in Section 27.2 of the Lease. If Tenant elects to pay the first
month's Fixed Rent through the delivery of the Advance Rent Letter of Credit,
then Tenant shall pay one month's Fixed Rent for the Expansion Premises (the
"Advance Rent") 90 days prior to the anticipated Commencement Date of the Lease.
Upon Tenant's payment of the Advance Rent for the Expansion Premises, Landlord
shall return the Advance Rent Letter of Credit to Tenant.
8. Tenant hereby acknowledges and agrees that Landlord has
commenced construction of the Building.
9. Section 27.5 is hereby amended to provide that the
Reduction Minimum shall mean $1,230,000.00.
10. The second sentence of Section 29.1 of the Lease is hereby
amended by the deletion of the words, "15 months" and the insertion in their
place and stead of the words, "18 months."
11. Section 32.2 of the Lease is hereby amended in its
entirety to read as follows:
Tenant shall have the right, during the
Term, to install one sign (on the eastern elevation
of the Building facing Freedom Circle) (the
"Additional Sign"), subject to the same terms and
conditions as provided in Section 32.1 for the
Eyebrow Sign.
12. Clause (z) in the definition of Excluded Expenses as set
forth in Exhibit "B" is hereby amended by the deletion of the words, "Mission
Towers II" and the insertion of the words, "Mission Towers I" in their place and
stead.
13. All of the terms and provisions of the Workletter attached
to the Lease as Exhibit "C" shall be applicable to the construction of the
Initial Installations to the Expansion Premises; it being understood and agreed
by Landlord and Tenant that the amount of Landlord's Contribution shall not be
increased in connection with the expansion of the Premises to include the
Expansion Premises.
14. Landlord and Tenant each represent that they have dealt
with no brokers in connection with this First Amendment (other than Tishman
Speyer Properties, L.P., Cornish & Xxxxx Commercial and Colliers International),
and each of Landlord and Tenant shall indemnify the other party from and against
any and all claims for brokerage commissions in connection with this First
Amendment. Landlord shall be responsible for paying Colliers International a
brokerage commission pursuant to the terms of a separate agreement.
15. Except as expressly modified by the terms of this First
Amendment, the Lease remains unchanged and in full force and effect. In the
event of any conflict between this First Amendment and the Lease, the terms of
this First Amendment shall control. Tenant acknowledges that Landlord is not in
default in the performance of any of its obligations under the Lease, and that
Tenant has no claims or setoffs of any kind.
IN WITNESS WHEREOF, Landlord and Tenant have executed this
First Amendment to Office Lease in quadruplicate as of the dates set forth
below, and it shall be effective as of the latter of such dates.
LANDLORD: TENANT:
WHTS FREEDOM CIRCLE PARTNERS II, PMC-Sierra, INC.
L.L.C., a Delaware limited liability company a Delaware corporation
By: Tishman Speyer/Travelers Real Estate
Venture, L.P., a Delaware limited
partnership By: __________________________
Its:__________________________
By: ________________________________
Its:________________________________ By:
Dated: November ____, 2000 Its:
Dated: November ____, 2000
and
By: Whitehall Street Real Estate Limited
Partnership IX, a Delaware limited
partnership, its managing member
By: WH Advisors, L.L.C. IX, a Delaware
limited liability company
By: _____________________________
Its: _____________________________
Dated: November ____, 2000
