exv10w2



 





Exhibit 10.2




FIRST AMENDMENT TO LEASE




I. PARTIES AND DATE.




     This First Amendment to Lease (the “Amendment"') dated, June 7, 2005, is
by and between THE IRVINE COMPANY (“Landlord"'), and BROADCOM CORPORATION, a California corporation
(“Tenant”).



II. RECITALS.




     On December 29, 2004, Landlord and Tenant entered into a lease (“’Lease”) for space in
the University Research Park (as more particularly defined in the Lease).



     Landlord and Tenant are also parties to the following-described two (2) leases: (i) that
certain lease dated August 7, 1998, as amended, for premises located at 16205,16215 and 16255
Alton Parkway, Irvine, California, and (ii) that certain lease dated August 1, 2000, as amended,
for premises located at 41,43,47 and 49 Discovery, Irvine, California (collectively, the
“Spectrum Leases”).



     Landlord and Tenant each desire to modify the Lease and the Spectrum Leases to make
such modifications as are set forth in “III. MODIFICATIONS” next below.



III. MODIFICATIONS.




     A. Spectrum Leases Holdover.



          (i) The penultimate sentence of Section 22.10(a) of the Lease is hereby
deleted in its entirety, and substituted therefor shall be the following:




“Any such holdover by Tenant shall be subject to all of the terms of the
Spectrum Leases, and the monthly base rent payable by Tenant, from the date
of the commencement of the hold-over until that date which is forty-five (45)
days after the Commencement Date of the last Phase of the Premises to be
delivered by Landlord in accordance with Section 3.1 of this Lease (the
“Permitted Holdover Period”), shall be the amount of One Dollar Sixty-Five
Cents ($1.65) multiplied by the rentable square footage of the portion of the
Spectrum Premises subject to Tenant’s holdover, as appropriately prorated
for any full buildings relinquished.”



          (ii) Notwithstanding finding any contrary provision of the Spectrum Leases, Tenant shall not
be liable to Landlord for any consequential damages arising from Tenant’s occupancy of all or a
portion of the Spectrum Premises prior to the expiration of the Permitted Holdover Period, and the
holdover provisions under Section 22.10 of the Lease shall supersede any contrary provisions of the
Spectrum Leases relating to Tenant’s occupancy during the Permitted Holdover Period.



IV. GENERAL




     A. Effect of Amendments. The Lease and the Spectrum Leases shall remain in full force
and effect except to the extent that they are 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.



V. EXECUTION




     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/ Steven M. Case

	 	By /s/ William J. Ruehle
	Steven M. Case, Senior Vice President

	 	Name: William J. Ruehle
	Leasing, Office Properties

	 	Title: Vice President & CFO
	 
	 	 
	By /s/ Christopher J. Popma
	 	 
	Christopher J. Popma, Vice President
	 	 
	Operations,Office Properties
	 	 






 









 






SECOND AMENDMENT TO LEASE




     THIS SECOND AMENDMENT TO LEASE (“Amendment”) is entered into as of April 9, 2007, by and
between IRVINE COMMERCIAL PROPERTY COMPANY LLC, a Delaware limited liability company (formerly know
as Irvine Commercial Property Company, a Delaware corporation) (“Landlord”) and BROADCOM
CORPORATION, a California corporation (“Tenant”).



RECITALS




     A. Landlord and Tenant entered into that certain Lease (University Research Park —
Phases XII & XIII [GL]) dated as of December 29, 2004 (the “Original Lease”) pursuant to which
Landlord leased to Tenant certain buildings to be constructed in Irvine, California as more
particularly described in the Original Lease.



     B. The Original Lease was amended by that certain First Amendment to Lease dates as of June 7,
2005. The Original lease as amended by the First Amendment is referred to collectively as the
“Lease.” Capitalized terms not specifically defined in the Amendment are used as defined in the
Lease.



     C. The purpose of this Amendment is to grant to Tenant certain license rights subject to the
terms, covenants and conditions set forth below.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and upon and subject to the terms and conditions set forth in this Amendment,
the parties agree as follows:



     1. Grant of License Rights. Concurrently with the execution of this Amendment,
Landlord is entering into an Encroachment Agreement with The Regents of the University of
California, a California corporation (“Ground Lessor”), a copy of which is attached as Schedule
1 to this Amendment (the “Encroachment Agreement”). Pursuant to the Encroachment Agreement,
Ground Lessor has granted Landlord a license to use and occupy the property identified on Exhibit
“A” of the Encroachment Agreement (the “Licensed Area”). Landlord hereby grants to Tenant a
non-exclusive, revocable license to the Licensed Area for a term which is equal to the Term of the
Lease, as extended, subject to the Encroachment Agreement and to the terms and conditions of this
Amendment. Landlord is in the process of constructing certain improvements consisting of roadway
and related improvements at the areas shown on Exhibit “B” of the Encroachment Agreement in the
License Area (“Licensed Area Improvements”) for Tenant’s benefit. The Licensed Area Improvements
have been/are being processed as a “Change(s)” to the “Core and Shell Improvements” pursuant to the
applicable provisions of Section 2.07 of the Work Letter attached to the Lease. From and after the
“Commencement Date” of the Lease, Tenant shall be responsible to reimburse Landlord, as a “Site
Cost” pursuant to the applicable provisions of Section 4.2 of the Lease, for the actual
out-of-pocket costs incurred by Landlord in fulfilling all obligations of Landlord under the
Encroachment Agreement with respect to the Licensed Area Improvements including without limitation
the obligation to obtain all required permits and to operate and maintain the Licensed Area
Improvements in accordance with applicable law. In addition, the Licensed Area shall be deemed an
addition to the Common Areas described in the Lease and subject to the terms, covenants and
conditions of the Lease including but not limited to the indemnity and insurance obligations of
Article X of the Lease.



     2. Restoration Licensed Area Improvements. Upon a termination of the Encroachment
Agreement by Ground Lessor pursuant to the provisions of Section 2 of the Encroachment Agreement,
Landlord shall remove the Licensed Area Improvements and shall restore the Licensed Area as more



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particularly specified in Exhibit “C” to the Encroachment Agreement, and Tenant shall reimburse
Landlord for Landlord’s actual out-of-pocket costs of such removal and restoration (collectively
the “Restoration Costs”). During the Term of the Lease as extended, Landlord agrees not to
exercise its right to terminate the Encroachment
Agreement pursuant to the provisions of Section 2 of the Encroachment Agreement. Upon a
termination of the Encroachment Agreement by Ground Lessor pursuant to the provisions of Section 5
of the Encroachment Agreement, Landlord shall remove the Licensed Area Improvements and shall
restore the Licensed Area as more particularly specified in Exhibit “C” to the Encroachment
Agreement at its sole cost and expense and without any reimbursement of such costs by Tenant.



     3. Notices of Breach. Landlord shall promptly deliver to Tenant a copy of any notice of
breach of Landlord’s obligations under the Encroachment Agreement delivered by Ground Lessor.



     4. Conflict/Reaffirmation. In the event of any conflict between the terms of the Lease and
the terms of the Encroachment Agreement, the terms of the latter shall prevail. Except to the
extent specifically modified by this Amendment, the Lease remains in full force and effect. In the
event of any inconsistency between the terms of the Lease and the terms of this Amendment, the
terms of the latter shall prevail.



     IN WITNESS WHEREOF, this Amendment has been executed as of the date set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	IRVINE COMMERICIAL PROPERTY	 	 	 	BROADCOM CORPORATION,	 	 
	COMPANY LLC,	 	 	 	a California corporation	 	 
	a Delaware limited liability company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Clarence W. Barker
	 	 	 	By:
	 	/s/ Ken Venner	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Clarence W. Barker
	 	 	 	Its:
	 	Ken Venner, Senior Vice President	 	 
	 

	 	President and Chief Executive Officer
	 	 	 	 	 	and Chief Information Officer	 	 
	 

	 	 	 	 	 	 	 	4/18/07	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ E. Valijean Wheeler	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	E. Valijean Wheeler	 	 	 	 	 	 	 	 
	 

	 	Senior Vice President	 	 	 	 	 	 	 	 






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THIRD AMENDMENT TO LEASE




     THIS THIRD AMENDMENT TO LEASE (“Amendment”) is entered into as of April 9, 2007 by and
between IRVINE COMMERCIAL PROPERTY COMPANY LLC, a Delaware limited liability company (formerly
known as Irvine Commercial Property Company, a Delaware corporation) (“Landlord”) and BROADCOM
CORPORATION, a California corporation (“Tenant”).



RECITALS




     A. Landlord and Tenant entered into that certain Lease (University Research Park — Phases XII
& XIII [GL]) dated as of December 29, 2004 (the “Original Lease”) pursuant to which Landlord leased
to Tenant certain buildings to be constructed in Irvine, California as more particularly described
in the Original Lease.



     B. The Original Lease was amended by that certain First Amendment to Lease dates as of June 7,
2005, and by that certain Second Amendment to Lease dated as of April 9, 2007. The Original Lease
as amended by the aforementioned First Amendment and Second Amendment is referred to collectively
as the “Lease.” Capitalized terms not specifically defined in this Amendment are used as defined in
the Lease.



     C. The purpose of this Amendment is to confirm the “Commencement Date” and “Expiration Date”
of the Lease, subject to the terms, covenants and conditions set forth below.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and upon and subject to the terms and conditions set forth in this Amendment,
the parties agree as follows:



     1. Buildings. The provisions of Item 1 of the Basic Lease Provisions of the Lease, and
of Exhibit A attached to the Lease, are hereby amended to provide that the “Building” and
the “Buildings” shall be re-designated as follows for all purposes of the Lease:



	 	 	 
	Building	 	Building Address
	“A”

	 	5260 California Avenue, Irvine, CA
	“B”

	 	5270 California Avenue, Irvine, CA
	“C”

	 	5290 California Avenue, Irvine, CA
	“D”

	 	5300 California Avenue, Irvine, CA
	“E”

	 	5271 California Avenue, Irvine, CA
	“F”

	 	5281 California Avenue, Irvine, CA
	“G”

	 	5291 California Avenue, Irvine, CA
	“H”

	 	5301 California Avenue, Irvine, CA






     2. Commencement Date. The provisions of Section 3.1 of the Lease are hereby amended to
provide that the “Commencement Date” for all purposes of the Lease shall occur in two Phases, as
follows:



	 	 	 
	Buildings	 	Commencement Date
	E, F, G and H

	 	March 19, 2007
	A, B, C and D

	 	April 2, 2007






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     3. Expiration Date. The provisions of Item 5 of the Basic Lease Provisions and of
Section 3.1 of the Lease are hereby amended to provide that the “Expiration Date” for all purposes
of the Lease shall be May 31, 2017, subject to Tenant’s extension rights as provided in
Section 3.4 of the Lease.



     4. Conflict/Reaffirmation. Except to the extent specifically modified by this
Amendment, the Lease shall remain in full force and effect. In the event of any inconsistency
between the terms of the Lease and the terms of this Amendment, the terms of the latter shall
prevail.



     IN WITNESS WHEREOF, this Amendment has been executed as of the date set forth
above.



	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	IRVINE COMMERCIAL PROPERTY	 	 	 	BROADCOM CORPORATION,	 	 
	COMPANY LLC,	 	 	 	a California corporation	 	 
	a Delaware limited liability company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Clarence W. Barker
	 	 	 	By:
	 	/s/ Ken Venner	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Clarence W. Barker,	 	 	 	 	 	 	 	 
	 

	 	Executive Vice President
	 	 	 	Its:
	 	Ken Venner, Senior Vice President and	 	 
	 

	 	 	 	 	 	 	 	Chief Information Officer	 	 
	 

	 	 	 	 	 	 	 	4/18/07	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ W. Valjean Wheeler	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	E. Valjean Wheeler,	 	 	 	 	 	 	 	 
	 

	 	President	 	 	 	 	 	 	 	 
	 

	 	Office Properties	 	 	 	 	 	 	 	 







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