Exhibit 10.16


 


SECOND AMENDMENT TO SUBLEASE


 


THIS SECOND AMENDMENT TO SUBLEASE (this “Second Amendment”) is made as of the 28th day of April, 2000 by and between VARIAN,
INC., a Delaware corporation (“Sublessor”), and COMMUNICATIONS
& POWER INDUSTRIES, INC., a Delaware corporation (“Sublessee”).


 


W I  T  N  E  S  S
E  T  H:


 


WHEREAS, Varian Associates, Inc., a Delaware
corporation (“Varian Associates”), and Sublessee entered into that
certain Sublease (Building 4, Palo Alto) dated August 10, 1995, a Memorandum of
Sublease (Building 4, Palo Alto) having been recorded August 10, 1995, as
Instrument No. 12979123, Records of Santa Clara County, California
(collectively, the “CPI Sublease”), whereby Sublessee subleased from
Varian Associates a portion of the building located at 3120 Hansen Way, Palo
Alto, California, and commonly referred to as Building 4 (“Building 4”), (the “Subleased
Premises”);


 


WHEREAS, Sublessor, Sublessee, Varian Associates and
Varian Realty Inc., a California corporation (“Varian Realty”) entered
into that certain First Amendment to Sublease, Subordination, Non-Disturbance
and Attornment Agreement dated for reference purposes only as of April 2, 1999
(the “First Amendment” and,
together with the CPI Sublease, the “Sublease”) pursuant to which Sublessee
acknowledged among other things that (1) Varian Associates and Varian Realty
had subleased all of Building 4 to Sublessor (the “Varian, Inc. Sublease”),
(2) the interest of Varian Associates and Varian Realty as the sublessor
in and to the CPI Sublease was assigned to Sublessor, and (3) the CPI Sublease
was amended to, among other things, subordinate the CPI Sublease to the Varian,
Inc. Sublease;


 


WHEREAS, Sublessee and Sublessor desire to further
amend the Sublease to provide for the exchange of a portion of the Subleased
Premises for other space occupied by Sublessor in Building 4;


 


NOW
THEREFORE, in
consideration of the agreements of Sublessor and Sublessee set forth in this
Second Amendment and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Sublessor and Sublessee agree as
follows:


 


1.             Exchange
of Space and Subleased Premises. Not later than June 12, 2000 (the “Effective Date”), Sublessee shall return to Sublessor the stockroom area
consisting of approximately 760 square feet of space (the “Returned Space”) in exchange for the paint booth area presently occupied by
Sublessor and consisting of approximately 545 square feet of space (the “Replacement Space”). The Returned Space and the Replacement Space are more
particularly identified on the plan attached hereto as Schedule 2. From
and after the Effective Date, the total square footage comprising the Subleased
Premises thereafter shall be approximately 48,854 square feet (as is more
particularly identified on the plan attached hereto as Exhibit A), and
all


 


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references contained in the Sublease to Exhibit A
shall be deemed to refer to the Exhibit A attached to this Second
Amendment. Not later than the Effective Date, Sublessee shall satisfy all
requirements in Section 12.11 of the Sublease (captioned “Yield Up”) in
connection with its surrender of the Returned Space to Sublessor.


 


2.             Annual
Rent Rate Schedule. The Rent shall be adjusted as of the Effective Date, in
accordance with the Annual Rent Rate Schedule, to reflect the new square footage
of the Subleased Premises.


 


3.             Failure
to Deliver Returned Space. Sublessee acknowledges that the failure of
Sublessee to surrender to Sublessor the Returned Space in the condition
required by the Sublease will cause Sublessor to incur certain costs and
expenses, the exact amounts of which are extremely difficult or impractical to
fix. Such costs and expenses will include, without limitation, accounting
expenses and costs attributable to administrative delays and inefficiencies in
coordinating Sublessor’s taking possession of and moving into the Returned
Space. Therefore, in the event Sublessee fails to deliver the Returned Space to
Sublessor on or before the Effective Date, Sublessee shall pay to Sublessor as
liquidated damages for such failure (and not as a penalty) the amount of $2,622.00
per month ($3.45 per square foot multiplied by 760 square feet) (the “Holdover Damages”) until such time as Sublessee actually delivers
the Returned Space to Sublessee in the condition required by the Sublease.
Payment of the Holdover Damages shall be calculated for the period commencing
on May 1, 2000 and ending on the date the Returned Space is actually
surrendered to Sublessor in the condition required by the Sublease. Holdover
Damages shall be in addition to the Rent under the Annual Rent Rate Schedule.
Sublessee and Sublessor agree that the Holdover Damages represents a reasonable
estimate of the costs and expenses that Sublessor will incur if, on or before
the Effective Date, Sublessee fails to surrender the Returned Space in the
condition required and is fair compensation to Sublessor for the anticipated loss
Sublessor would suffer by reason of such failure. In no event shall this
provision for a late charge be deemed to grant to Sublessee a grace period or
extension of time within which to surrender the Returned Space, nor shall
Sublessor be precluded from exercising any other remedies that it has under the
Sublease or applicable law, including the right to obtain possession of the
Returned Space in accordance with applicable law.


 


4.             The
Sublease. Except as specifically amended by the First Amendment and this
Second Amendment, Sublessor and Sublessee agree that all the provisions and conditions
of the Sublease are and shall continue in full force and effect.


 


5.             Incorporation
of Exhibits. Schedule 2 and Exhibit A, as attached to this Second
Amendment, are incorporated into this Second Amendment and form a part of this
Second Amendment.


 


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IN WITNESS
WHEREOF, Sublessor
and Sublessee have caused this Second Amendment to be duly executed as of the
day and year first written above.


 


	
   

  	
  “SUBLESSOR”

  
	
   

  	
   

  
	
   

  	
  Varian, Inc.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Johnson

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  MARK A. JOHNSON

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  DIRECTOR
  OF CORPORATE FACILITIES

  	
   

  
	
   

  	
   

  
	
   

  	
  “SUBLESSEE”

  
	
   

  	
   

  
	
   

  	
  Communications & Power
  Industries, Inc.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Kraus

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael Kraus

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  Facilities Mng

  	
   

  
					



 


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SCHEDULE 2


 


 





















 


EXHIBIT A