AMENDMENT NO. 2 TO LEASE

Exhibit 10.5(ii)

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AMENDMENT NO. 2

TO LEASE

THIS AMENDMENT NO. 2 is made and entered into this fourth day of November, 1994, by and between XXXX XXXXXXXXX, Trustee, or his Successor Trustee UTA dated 7/20/77 (XXXX XXXXXXXXX SEPARATE PROPERTY TRUST) as amended, and XXXXXXX X. XXXXX, Trustee, or his Successor Trustee UTA dated 7/20/77 (XXXXXXX X. XXXXX SEPARATE PROPERTY TRUST) as amended, collectively as LANDLORD, and SYNOPSYS, INC., a Delaware corporation, as TENANT.

RECITALS

A. WHEREAS, by Lease Agreement dated June 16, 1992, Landlord leased to Tenant all of that certain 104,170+ square foot building located at 000X Xxxx Xxxxxxxxxxx Xx., Xxxxxxxx Xxxx, Xxxxxxxxxx, the details of which are more particularly set forth in said June 16, 1992 Lease Agreement (the “Lease”), and

B. WHEREAS, said Lease was amended by the Commencement Letter dated March 9, 1993 which amended the commencement date of the Lease to commence December 21, 1992 and terminate December 31, 2000, and

C. WHEREAS, said Lease was amended by Amendment No. 1 dated June 23, 1993 which: (i) established the Commencement Date for the second floor space; (ii) extended the Term of the Lease to be co-terminous with the projected term of the Lease Agreement dated June 23, 1993 for premises located at 000X Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx; (iii) amended the Basic Rent schedule; (iv) replaced Paragraph 46 Parking; and (v) established the Commencement Date for the payment of Additional Rent expenses for 100% of the building, and

D. WHEREAS, it is now the desire of the parties hereto to amend the Lease by: (i) extending the Term of the Lease for an additional two (2) months to be co-terminous with the extended Termination Date of the Lease Agreement dated June 23, 1993 for premises located at 000X Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx, and (ii) amending the Basic Rent schedule and the Aggregate Rent of the Lease accordingly, as hereinafter set forth.

AGREEMENT

NOW THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, and in consideration of the hereinafter mutual promises, the parties hereto do agree as follows:

1. TERM OF LEASE: Pursuant to Paragraph 4 of Amendment No. 1 dated June 23, 1993, “Future Amendment to Lease Term and Basic Rent Schedule”, it is agreed between the parties that the term of this Lease shall be extended for an additional two month period, and the Termination Date shall be changed from December 31, 2002 to February 28, 2003.

2. BASIC RENTAL FOR EXTENDED TERM OF LEASE: The monthly Basic Rental for the Extended Term of Lease shall be as follows:

On January 1, 2003, the sum of ONE HUNDRED SEVENTY ONE THOUSAND EIGHT HUNDRED EIGHTY AND 50/100 DOLLARS ($171,880.50) shall be due, and a like sum due on the first day of each month thereafter, through and including February 1, 2003.

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The Aggregate Rental for the Lease shall be increased by $343,761.00 or from $18,621,100.99 to $18,964,861.99.

EXCEPT AS MODIFIED HEREIN, all other terms, covenants, and conditions of the Lease shall remain in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment No. 2 to Lease as of the day and year first hereinabove set forth.

LANDLORD:						TENANT:
XXXX XXXXXXXXX SEPARATE PROPERTY TRUST						SYNOPSYS, INC. a Delaware corporation
By		/s/ Xxxx Xxxxxxxxx				By		/s/ A. Xxxxxx Xxxxxxx
		Xxxx Xxxxxxxxx, Trustee
						A. Xxxxxx Xxxxxxx
						Print or Type Name
XXXXXXX X. XXXXX SEPARATE						Title:		SR. V.P. - Finance & Operations
PROPERTY TRUST
By		/s/ Xxxxxxx X. Xxxxx				Dated:		11/18/94
		Xxxxxxx X. Xxxxx, Trustee