exv10w42






Exhibit 10.42




SECOND AMENDMENT TO LEASE

(5251 California Premises)



I. PARTIES AND DATE.




     This Second Amendment to Lease (the
“Amendment”) dated as of July 30th,
2010 (the “Effective Date”), is by and between THE IRVINE COMPANY LLC, a Delaware limited liability
company (“Landlord”), and BROADCOM CORPORATION, a California corporation (“Tenant”).



II. RECITALS.




     On October 31, 2007, Landlord and Tenant entered into a lease for all of the space in a
building located at 5211 California, Irvine, California (the “5211 California Premises”), which
lease was amended by a First Amendment to Lease dated November 12, 2008 (the “First Amendment”)
wherein all of the space in a building located at 5241 California Avenue (the “5241 California
Premises”) was added to said Lease. The foregoing lease, as so amended, is hereinafter referred to
as the “Lease”.



     Landlord and Tenant each desire to further modify the Lease to add approximately 14,336
rentable square feet of space in a building located at 5251 California, Irvine, California,
consisting of Suite 140 (approximately 3,369 rentable square feet), Suite 160 (approximately 2,278
rentable square feet), Suite 210 (approximately 3,518 rentable square feet), and Suite 250
(approximately 5,171 rentable square feet) as more particularly described on Exhibit A
attached to this Amendment and herein referred to, collectively, as the “5251 California Premises”
(with each of said suites sometimes referred to herein as a “Suite”), and to adjust the Basic Rent
and make such other modifications as are set forth in “III. MODIFICATIONS” next below.



III. MODIFICATIONS.




     A. Premises. From and after the Commencement Date for the 5251 California Premises
(as hereinafter defined) and during the Term as to the 5251 California Premises, the 5251
California Premises together with the 5211 California Premises and the 5241 California Premises
shall collectively constitute the “Premises” under the Lease.



     B. Building. All references to the “Building” in the Lease shall be amended to refer
to the two (2) buildings located at 5211 California (the “5211 California Building”), and at 5241
California (the “5241 California Building”) and, only during the “5251 Premises Term” (as defined
in Item 5 of the Basic Lease Provisions, as amended herein), the third building located at 5251
California, Irvine, California (the “5251 California Building”), either collectively or
individually as the context may reasonably require; provided, however, that the incorporation of
the 5251 California Building in the “Building” pursuant to this Amendment shall not effectively
modify any of the Landlord’s or Tenant’s rights under the Lease relating to the 5211 California
Building or the 5241 California Building (or any other building of the Project that is entirely
leased by Tenant as part of the “Building” from time to time) that are conditioned upon Tenant
leasing the entire Building, or which might otherwise be affected as a result of Tenant leasing
space in the Building that consists of less than the entire Building (including, for example, but
not limited to, Tenant’s exclusive signage rights, any gross up protections, the limitation on
Landlord’s management fee and subleasing rights conditioned on its leasing the entire Building);
and for purposes of this Amendment, any rights of Tenant conditioned on its leasing the entire
Building shall be retained by Tenant as to the 5211 California Building and the 5241 California
Building (and as to any other building of the Project that may be leased in its entirety by Tenant
and incorporated into the “Building” during the 5251 Premises Term) and shall be modified only with
respect to Tenant’s leasehold interest in the 5251 California Building and only for the duration of
the 5251 Premises Term.



     C. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:




1. Item 4 is hereby amended by adding the following:




“Commencement Date for the 5251 California Premises” shall mean August 1, 2010. The
acknowledgments by Tenant contained in the second,



 









 






third and fourth sentences of Section 2.2 of the Lease shall be applicable and binding with
respect to Tenant’s lease of the 5251 California Premises. As of the Commencement Date for the 5251
California Premises, Tenant shall be conclusively deemed to have accepted that the 5251 California
Premises is in satisfactory condition and in conformity with the provisions of the Lease, subject
to Landlord’s warranty in Section III.D below, and without affecting Landlord’s and Tenant’s
respective obligations under Article VII of the Lease, as modified herein.




2. Item 5 is hereby amended by adding the following:




“Term as to the 5251 California Premises:




The Term as to the 5251 California Premises (the “5251 Premises Term”) shall expire on July 31,
2011, subject to Landlord’s Recapture Right and Tenant’s Termination Right (as such terms are
defined in the Second Amendment to this Lease).”




3. Item 6 is hereby amended by adding the following:




“Basic Rent for the 5251 California Premises: Commencing on the Commencement Date for the
5251 California Premises, the Basic Rent for the 5251 California Premises shall be Twenty Thousand
Seventy Dollars ($20,070.00) per month, based on $1.40 per rentable square foot.




4. Effective as of the Commencement Date for the 5251 California Premises (and only during
the 5251 Premises Term), Item 8 shall be deleted in its entirety and substituted therefor shall be
the following:




“8. Floor Area of Premises: Approximately 131,616 rentable square feet, comprised of the following:




5211
California Premises — approximately 63,440 rentable square feet

5241 California Premises — approximately 53,840 rentable square feet

5251 California Premises — approximately 14,336 rentable square feet





5. Item 12 is hereby amended by deleting Landlord’s address for payments and notices and
substituted therefor shall be the following:




“LANDLORD




THE IRVINE COMPANY LLC 

550 Newport Center Drive

Newport Beach, CA 92660

Attn: Senior Vice President, Operations

Irvine Office Properties




with a copy of notices to:




THE IRVINE COMPANY LLC

550 Newport Center Drive

Newport Beach, CA 92660

Attn: Vice President, Operations

Irvine Office Properties, Technology Portfolio”




6. Effective as of the Commencement Date for the 5251 California Premises (and during the
5251 Premises Term only), Item 15 shall be amended to provide that Tenant shall be entitled to an
additional forty-eight (48) vehicle parking spaces.



     D. Condition of 5251 California Building. The warranty on the part of Landlord contained in
Section 2.4 of the Lease shall be applicable and binding on Landlord as to the 5251 California



2









 




Premises as of the Commencement Date for the 5251 California Premises. Provided Tenant shall notify
Landlord of a non-compliance with such warranty obligation on or before sixty (60) days following
the Commencement Date for the 5251 California Premises, then 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.




     E. Right to Extend the Lease. The parties confirm and agree that Tenant’s right to extend
the Lease contained in Section 3.4 of the Lease shall not be applicable as to the 5251 California
Premises.



     F. Operating Expenses. Section 4.2 of the Lease is modified solely with respect to the
5251 California Premises as follows:




1. Effective as of the Commencement Date for the 5251 California Premises and only for the
duration of the 5251 Premises Term, “Tenant’s Share” of “Operating Expenses” (as those terms are
defined in Section 4.2 of the Lease) for the 5251 California Premises only shall be determined by
multiplying the cost of Operating Expenses items by a fraction, the numerator of which is the Floor
Area of the 5251 California Premises and the denominator of which is the total rentable square
footage, as determined from time to time by Landlord, of (i) the 5251 California Building for
expenses determined by Landlord to benefit or relate substantially to the 5251 California Building
exclusively, rather than the 5251 California Building and one or more additional buildings of the
Project, and (ii) the 5251 California Building and one or more additional buildings of the Project,
for expenses determined by Landlord to benefit or relate substantially to 5251 California Building
and one or more additional buildings of the Project rather than the 5251 California Building
exclusively.




2. Notwithstanding Section 4.2(b) of the Lease, in lieu of a separate written estimate of
Tenant’s Share of Operating Expenses for the 5251 California Premises, the parties agree that
estimated amount of Tenant’s Share of Operating Expenses for the 5251 California Premises during
the Expense Recovery Period ended June 30, 2011 shall be Eight Thousand Four Hundred Fifty-Eight
Dollars ($8,458.00) per month, subject to reconciliation of such Operating Expenses in accordance
with Section 4.2(c) of the Lease.




3. The management fee payable under the Lease for the 5251 California Premises during the
5251 Premises Term shall be 3.25% of total rent (including Basic Rent and Operating Expenses)
payable under the Lease for the 5251 California Premises. Notwithstanding anything to the contrary
in Section 4.2(g) of the Lease, the inclusion of the 5251 California Premises in the Building shall
not allow Landlord to (a) modify the two percent (2%) management fee payable under the Lease for
the 5211 California Premises or the 5241 California Premises (nor for any other building of the
Project that may be leased in its entirety by Tenant and incorporated into the Building during the
5251 Premises Term, for so long as Tenant is maintaining all “Building Systems” in such portions of
the Building as provided in said Section 4.2(g)), nor (b) gross up the Operating Expenses of the
5251 California Building nor any other portion of the Building.



     G. Signs. Effective as of the Commencement Date for the 5251 California Premises and for
the duration of the 5251 Premises Term, the following provisions shall be added as an additional
paragraph at the end of Section 5.2 of the Lease:




“Provided Tenant has not sublet substantially the entire 5251 California Premises (except pursuant
to a “Permitted Transfer” as hereinafter defined), Tenant
shall have the non-exclusive right to (i)
one (1) lobby directory sign in the first floor lobby of the 5251 California Building, (ii) one (1) lobby
directory sign in the elevator lobby of the second floor of the 5251 California Building
and (iii) one (1) suite entry sign at the entrance to each of the Suites of the 5251 California
Premises, subject to Landlord’s right of prior approval that such signage is in compliance with the
Signage Criteria. Except as provided in the foregoing, and except for Landlord’s standard suite
signage identifying Tenant’s name and/or logo, Tenant



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shall have no right to maintain signs in any location in, on or about the 5251 California
Building and shall not place or erect any signs in the 5251 California Premises that are visible
from the exterior of the 5251 California Building. Tenant’s signage rights for the 5251 California
Premises shall be subject to terms and restrictions of this Section 5.2 set forth above.”



     H. Utilities and Services. Effective as of the Commencement Date for the 5251 Premises, and
for the duration of the 5251 Premises Term only, the following provisions shall be added to the end
of the initial paragraph of Section 6.1 of the Lease:




‘Tenant shall also pay as an item of additional rent for the 5251 California Premises, within ten
(10) days after receipt of Landlord’s statement or invoice therefor, Landlord’s “standard charge”,
as hereinafter defined (which shall be in addition to the electricity charge paid to the utility
provider), for Tenant’s “after hours” usage of each HVAC unit servicing the 5251 California
Premises. For any HVAC unit(s) servicing the 5251 California Premises as well as other leased
premises in, or any common areas of, the 5251 California Building (the “Common Units”), “after
hours” shall mean any usage of said unit(s) initiated by Tenant for the duration of Tenant’s
request, which initiation and request is reasonably documented by Tenant’s telephonic pass code
request or by other electronic means, during hours before 6:00 A.M. and after 6:00 P.M. on Mondays
through Fridays, and before 9:00 A.M. or after 1:00 P.M. on Saturdays, and at any time on Sundays
and on nationally-recognized holidays. For any HVAC unit(s) serving only the 5251 California
Premises (the “Dedicated Units”), “after hours” shall mean more than sixty-six (66) hours of usage
of each such Dedicated Unit during any week of the 5251 Premises Term. “After hours” usage shall be
determined based upon the operation of the applicable HVAC unit during each of the foregoing
periods on a “non-cumulative” basis (that is, without regard to Tenant’s usage or nonusage of other
unit(s) serving the 5251 California Premises, or of the applicable unit during other periods of the
5251 Premises Term). As used herein, “standard charge” shall mean $10.00 for each hour of “after
hours” use (in addition to the applicable electricity charges paid to the utility provider).




     I. Tenant’s Maintenance and Repair. Effective as of the Commencement Date for the 5251
California Premises and for the duration of the 5251 Premises Term, the following provisions shall
be added as an additional paragraph at the end of Section 7.1 of the Lease:



     “The foregoing provisions shall not apply to the 5251 California Premises, and Tenant’s repair and
maintenance of the 5251 California Premises shall be as set forth in this paragraph. Subject to
Articles XI and XII, Tenant at its sole expense shall make all repairs necessary to keep the 5251
California Premises and all improvements and fixtures therein in good condition and repair,
excepting ordinary wear and tear. Notwithstanding Section 7.2 below, Tenant’s maintenance
obligation for the 5251 California Premises shall include without limitation all appliances,
interior glass, doors, door closures, hardware, fixtures, electrical, plumbing, fire extinguisher
equipment and other equipment installed in the Premises and any Alterations constructed by Tenant
pursuant to Section 7.3 below; provided, however, Tenant shall have no obligation to repair,
maintain or replace the “Building Structure” or the “Building Systems” (as defined in Section 2.4
of the Lease) of the 5251 California Building, the exterior glass, sky lights, sky light seals,
window seals and vents, electrical, plumbing, sewer and other utility lines outside the 5251
California Premises, the common stairways, hallways, elevators, bathrooms and machinery rooms of
the landscaping, walkways, fencing, parking areas, exterior lighting or exterior surfaces of
exterior walls of the 5251 California Building, nor the washing of its exterior windows, all of
which obligations shall be the sole responsibility of Landlord as provided in the second paragraph
of Section 7.2 below, subject to the terms of said second paragraph of Section 7.2 (including,
without limitation, the provisions for “pass through” of such expenses as Operating Expenses as
therein provided). As part of its maintenance obligations hereunder, Tenant shall assure that the
5251 California Premises remain free of moisture conditions which could cause mold and promptly
repair any moisture conditions occurring within the 5251 California Premises, except to the extent
such conditions existed at the time the 5251 California Premises were delivered to Tenant and to
such extent, the liability and responsibilities shall remain with Landlord. Tenant shall, at
Landlord’s request, provide Landlord with copies of all maintenance schedules, reports and notices
prepared by, for or on behalf of Tenant. Subject to and in accordance with the terms and conditions
of Section 7.5 of the Lease, Tenant shall permit



4









 




representatives of Landlord access on a regular basis to inspect the equipment and systems and to
fulfill its maintenance and repair obligations. All repairs and replacements shall be at least
equal in quality to the original work, shall be made only by a licensed contractor and shall be
made only at the time or times reasonably approved by Landlord. Any contractor utilized by Tenant
shall be subject to Landlord’s reasonable requirements for contractors, as modified from time to
time. Landlord may impose reasonable restrictions and requirements with respect to repairs, as
provided in Section 7.3, and the provisions of Section 7.4 shall apply to all repairs. If Tenant
fails to properly maintain and/or repair the 5251 California Premises as herein provided following
Landlord’s notice and the expiration of the applicable cure period (or earlier if Landlord
determines that such work must be performed prior to such time in order to avoid damage to the 5251
California Premises or 5251 California Building or other detriment), then Landlord may elect, but
shall have no obligation, to perform any repair or maintenance required hereunder on behalf of
Tenant and at Tenant’s expense, and Tenant shall reimburse Landlord upon demand for all costs
incurred upon submission of an invoice. Landlord agrees not to unreasonably withhold its approval
of any preventive maintenance contracts or licensed contractors selected by Tenant with respect to
Tenant’s maintenance and repair obligations under this Section 7.1 with respect to the 5251
California Premises.”




     J. Landlord’s Maintenance and Repair. Effective as of the Commencement Date for the 5251
California Premises and for the duration of the 5251 Premises Term, the following provisions shall
be added as an additional paragraph at the end of Section 7.2 of the Lease:




“The foregoing provisions shall not apply to the 5251 California Building, and Landlord’s repair
and maintenance of the 5251 California Building shall be as set forth in this paragraph. Subject to
Section 6.1 and Articles XI and XII, Landlord shall maintain in good repair the Common Areas and
the Building Structure of the 5251 California Building (including exterior glass), and shall
provide service, maintenance and repair with respect to the Building Systems of the 5251 California
Building (including the HVAC equipment serving the 5251 California Building [but exclusive of any
supplemental HVAC equipment serving only the Suites] and all common stairways, lobbies, hallways
and elevators, if any, serving the 5251 California Building), except to the extent provided in the
second paragraph of Section 7.1 above. Landlord shall have the right to employ or designate any
reputable person or firm, including any employee or agent of Landlord or any of Landlord’s
affiliates or divisions, to perform any service, repair or maintenance function. Landlord need not
make any other improvements or repairs except as specifically required under this Lease, and
nothing contained in this Section 7.2 shall limit Landlord’s right to reimbursement from Tenant for
maintenance, repair costs and replacement costs as provided elsewhere in this Lease.
Notwithstanding any provision of the California Civil Code or any similar or successor laws to the
contrary, Tenant understands that it shall not make repairs to the 5251 California Building at
Landlord’s expense or by rental offset. Except as provided in Section 6.1 above and in 11.1 and
Article XII below, there shall be no abatement of rent and no liability of Landlord by reason of
any injury to or interference with Tenant’s business arising from the making of any repairs,
alterations or improvements to any portion of the 5251 California Building, including repairs to
the 5251 California Premises, nor shall any related activity by Landlord constitute an actual or
constructive eviction; provided, however, that in making repairs, alterations or improvements,
Landlord shall interfere as little as reasonably practicable with the conduct of Tenant’s business
in the 5251 California Premises. Tenant hereby waives any and all rights under and benefits of
subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code, or any
similar or successor laws now or hereafter in effect. Tenant further understands that Landlord
shall not be required to make any repairs to the Building Structure or the Building Systems of the
5251 California Building unless and until either Tenant has notified Landlord in writing of the
need for such repair or Landlord shall otherwise have received notification thereof, and Landlord
shall have a reasonable period of time thereafter to commence and complete said repair, if
warranted. Except as otherwise expressly provided in this Lease, all costs of any maintenance,
repairs and replacements on the part of Landlord provided to the 5251 California Building pursuant
to this Section 7.2 shall be considered part of Operating Expenses of the 5251 California Building
only.”




     K. Landlord’s Recapture Right. Landlord shall have the right (the “Recapture Right”), from
time to time during the 5251 California Term, in Landlord’s sole and absolute
discretion, to terminate this Lease as to any one or more of the Suites compromising the 5251
California Premises



5









 




(the “Recapture Suite(s)”), as such Recapture Suite(s) are designated by Landlord in written
notice(s) delivered to Tenant exercising such Recapture Right (each, a “Recapture Notice”), which
termination shall be effective as of the date which is sixty (60) days after Landlord’s delivery of
the applicable Recapture Notice to Tenant (the “Recapture Date”). Upon each exercise of Landlord’s
Recapture Right, Tenant shall vacate and surrender the Recapture Suite(s) designated by Landlord in
the condition required by the provisions of Section 15.4 of the Lease no later than the Recapture
Date, and the Lease shall be terminated with respect to such Recapture Suite(s) as of the Recapture
Date, subject to the holdover provisions of Section 15.1 of the Lease if Tenant fails to vacate the
Recapture Suite(s) in the condition required by the Lease on the Recapture Date. Subject to
Tenant’s holdover rent obligations for its failure to timely surrender the one or more of the
Recapture Suite(s), as of the Recapture Date: (i) Basic Rent for the 5251 California Premises
preceding the Recapture Date shall be reduced by an amount equal to the Floor Area of the Recapture
Suite(s) (as such amounts are set forth in II.RECITALS) multiplied by $1.40 per rentable square
foot; and (ii) Tenant’s parking rights shall be reduced at a the rate of 3.5 parking spaces per
1,000 rentable square feet of the Floor Area of the Recapture Suite(s); and (iii) Tenant’s Share of
Operating Expenses shall be reduced to reflect the remaining Floor Area of the 5251 California
Premises. Landlord and Tenant shall document any recapture of the Suites of the 5251 California
Premises in an amendment to the Lease within 30 days following the Recapture Date. Landlord’s right
to recapture one or more of the Suites during the 5251 California Term is part of the consideration
for Landlord’s agreement to enter into this Amendment, and Landlord shall not be required to pay or
reimburse Tenant for the cost of relocation or any bonus value associated with Tenant’s leasehold
interest in the Recapture Suite(s) following the Recapture Date, nor any other consideration
whatsoever for its exercise of the Recapture Right. Landlord’s Recapture Right shall not modify or
delay any earlier exercise by Tenant of its termination rights set forth in Section III.L below.




     L. Tenant’s Termination Right. Tenant shall have the right (the “Termination Right”), from
time to time during the 5251 California Term, in Tenant’s sole and absolute discretion, to
terminate this Lease as to any one or more of the Suites compromising the 5251 California Premises
(the “Termination Suite(s)”), as designated by Tenant in written notice(s) delivered to Landlord
from time to time exercising such Termination Right (each, a “Termination Notice”), which
termination shall be effective as of the date which is sixty (60) days after Tenant’s delivery of
the applicable Termination Notice to Landlord (the “Termination Date”). Upon each exercise of
Tenant’s Termination Right, Tenant shall vacate and surrender the Termination Suite(s) designated
by Tenant in the condition required by the provisions of Section 15.4 of the Lease no later than
the Termination Date, and the Lease shall be terminated with respect to such Termination Suite(s)
as of the Termination Date, subject to the holdover provisions of Section 15.1 of the Lease if
Tenant fails to vacate the Termination Suite(s) in such condition on the Termination Date. Subject
to Tenant’s holdover rent obligations for its failure to timely surrender the one or more of the
Termination Suite(s), as of the Termination Date: (i) Basic Rent for the 5251 California Premises
preceding the Termination Date shall be reduced by an amount equal to the Floor Area of the
Termination Suite(s) (as such amounts are set forth in II.RECITALS) multiplied by $1.40 per
rentable square foot; and (ii) Tenant’s parking rights shall be reduced at a the rate of 3.5
parking spaces per 1,000 rentable square feet of the Floor Area of the Termination Suite(s); and
(iii) Tenant’s Share of Operating Expenses shall be reduced to reflect the remaining Floor Area of
the 5251 California Premises. Landlord and Tenant shall document any such termination of Tenant’s
leasehold interest in the Suites of the 5251 California Premises in an amendment to the Lease
within 30 days following the Termination Date. Tenant’s right to terminate the Lease with respect
to one or more of the Suites during the 5251 California Term is part of the consideration for
Tenant’s agreement to enter into this Amendment, and Tenant shall not be required to pay or
reimburse Landlord for the cost of reletting the Termination Suites and Tenant shall be released
from any and all rent accruing under this Lease with respect to the Termination Suite(s) following
their surrender on or after the Termination Date, nor shall Landlord receive any other
consideration whatsoever for any exercise by Tenant of the Termination Right. Tenant’s Termination
Right shall not modify or delay any earlier exercise by Landlord of its recapture rights set forth
in Section III.K. above.



     M. Representation and Warranty. Landlord agrees that the representation and warranty
contained in Section 13.2 of the Lease applies to the 5251 California Premises.



     N. Broker’s
Commission. Article XVIII of the Lease is amended to provide that the parties
recognize Irvine Realty Company (“Landlord’s Broker”) as the broker representing Landlord in



6









 




connection with the negotiation of this Amendment, and that no broker has represented Tenant in
connection with the negotiation of this Amendment. Landlord shall be responsible for the payment of
a brokerage commission to Landlord’s Broker. The warranty and indemnity provisions of Article XVIII
of the Lease, as amended hereby, shall be binding and enforceable in connection with the
negotiation of this Amendment.




     O. Acceptance of the 5251 California Premises. Tenant acknowledges that the lease of the
5251 California Premises pursuant to this Amendment shall be on an “as-is” basis without further
obligation on Landlord’s part to make any additional improvements to the 5251 California Premises
whatsoever.



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, Tenant represents that each individual executing this
Amendment for the corporation or partnership 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.



[Remainder of Page Intentionally Blank; Signature Page Follows]




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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 LLC	 	 	 	BROADCOM CORPORATION,	 	 
	a Delaware limited liability company	 	 	 	a California corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Douglas G. Holte
 

	 	 
	 	By:
	 	/s/ Kenneth E. Venner
 

	 	 
	Douglas
G. Holte, President
	 	 	 	Kenneth E. Venner, Senior Vice President,
	 	 
	Office Properties
	 	 	 	Corporate Services and CIO
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Holly McManus
 

	 	 
	 	By:
	 	/s/ Eric K. Brandt
 

	 	 
	Holly McManus
	 	 	 	Eric K. Brandt, Executive Vice President
	 	 
	Vice President, Operations
	 	 	 	and Chief Financial Officer
	 	 
	Office Properties
	 	 	 	 	 	 	 	 








8









 









August 5, 2010




Mr. Bryce Mason

Vice President

Global Real Estate

Broadcom Corporation

5300 California Avenue

Irvine, California 92619




	 	 	 	 	 

	RE:

	 	Lease Amendment —
	 	Broadcom Corporation
	 

	 	 	 	5251 California, Suite 250
	 

	 	 	 	Irvine, California 92617





Dear Bryce:



Enclosed for your records is a fully-executed Second Amendment to Lease for the above-referenced
Premises.



Should you have any questions regarding the day-to-day operations of the building or services
available at University Research Park, please call your property manager, Chris Mansour, at (949)
720-2446 or do not hesitate to call me at (949) 720-2230.



The Irvine Company LLC is pleased Broadcom Corporation selected University Research Park for your
continued office needs. We look forward to continuing a mutually beneficial business relationship
with Broadcom Corporation in the future.




Sincerely,








Michael S. Hodges

Senior Leasing Director

Lic. 01027655

The Irvine Realty Company

As agent for Landlord

:kb



c: Chris Mansour, Property Manager



Enclosure



Lease id: 224226




111 Innovation Drive, Irvine, CA 92617 949.720.2550














 





THIRD AMENDMENT TO LEASE 

(5231 California)




I. PARTIES AND DATE.




     This
Third Amendment to Lease (the “Amendment”) dated September 14, 2010, is by and between
THE IRVINE COMPANY LLC, a Delaware limited liability company (“Landlord”), and BROADCOM
CORPORATION, a California corporation (“Tenant”).



II. RECITALS.




     On
October 31, 2007, Landlord and Tenant entered into a lease (the “Original Lease”) for all
of the space in a building located at 5211 California, Irvine, California (the “5211 California
Premises”), which lease was amended by a First Amendment to Lease dated November 12, 2008 (the
“First Amendment”) wherein all of the space in a building located at 5241 California Avenue (the
“5241 California Premises”) was added to said Lease, and by a Second Amendment to Lease dated July
21, 2010 (the “Second Amendment”) wherein space in a building located at 5251 California Avenue
(the “5251 California Premises”) was added to the Lease. The Original Lease, as so amended, is
hereinafter referred to as the “Lease”.



     Landlord and Tenant each desire to further modify the Lease to add approximately 53,840
rentable square feet of space consisting of all the rentable square footage of the building
located at 5231 California, Irvine, California, which space is more particularly described on
Exhibit A attached to this Amendment and herein referred to as the “5231 California
Premises”, and to adjust the Basic Rent and make such other modifications as are set forth in
“III. MODIFICATIONS” next below.



III. MODIFICATIONS.




     A. Premises. From and after the “Commencement Date for the 5231 California Premises”
(as hereinafter defined), the 5231 California Premises together with the 5211 California
Premises,
the 5241 California Premises and, during the “5251 Premises Term” (as defined in the Second
Amendment), the 5251 California Premises, shall collectively constitute the “Premises” under
the Lease.



     B. Building. All references to the “Building” in the Lease shall be amended to refer
to the
three (3) buildings located at 5211 California (the “5211 California Building”), 5231
California
(the “5231 California Building”) and at 5241 California (the “5241 California Building”),
Irvine,
California, and during the 5251 Premises Term, the fourth (4th) building located
at 5251 California
(the “5251 California Building”), either collectively or individually as the context may
reasonably require.



     C. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:



          1. Item 4 is hereby amended by adding the following:





“Commencement Date for the 5231 California Premises” shall mean the later to
occur of (a) “Substantial Completion” of the “Tenant Improvements” in the
5231 California Premises (as those terms are defined in the Work Letter
attached to this Amendment as Exhibit X), or (b) June 1, 2011.
Within thirty (30) days following the Commencement Date for the 5231
California Premises, the parties shall document such date by a written
memorandum on a form provided by Landlord (the “5231 California Commencement
Date Notice”). Tenant’s failure to execute such Notice within ten (10) days
following its receipt thereof from Landlord shall not affect the validity of
Landlord’s correct determination of the Commencement Date set forth in the
applicable Notice. The acknowledgments by Tenant contained in the second,
third and fourth sentences of Section 2.2 of the



1









 






Lease shall be applicable and binding with respect to Tenant’s lease of the 5231
California Premises. As of the Commencement Date for the 5231 California Premises, Tenant
shall be conclusively deemed to have accepted that the 5231 California Premises are in
satisfactory condition and in conformity with the provisions of the Lease and the Work
Letter, but for the Landlord’s minor punch-list work required to complete the “Tenant
Improvement Work” in the 5231 California Premises (as provided
in Exhibit X attached to this Amendment).




Notwithstanding
anything to the contrary contained herein or in Exhibit X attached
to this Amendment but subject to the provisions for Tenant’s election contained in Section
III.C(2) of this Amendment below, Landlord and Tenant acknowledge and agree that if the
Commencement Date for the 5231 California Premises has not occurred by, or been advanced
to, June 1, 2011 as the result of Landlord’s inability to achieve the Substantial
Completion of the Tenant Improvement Work as therein provided, then notwithstanding
anything to the contrary herein, the Expiration Date of the Lease shall remain on April
30, 2017 regardless of the Commencement Date for the 5231 California Premises. Landlord
hereby agrees to act reasonably to achieve Substantial Completion of the Tenant
Improvement Work in the 5231 California Premises on a floor-by-floor basis to the extent
that Substantial Completion is likely to be delayed beyond
June 1, 2011 on either floor,
but not on both floors, of the 5231 California Premises; and if the Tenant Improvement
Work is Substantially Completed on one floor of the 5231 California Premises beyond June
1, 2011 before the Commencement Date for the 5231 California Premises occurs, then, Tenant
shall be permitted to occupy that floor of the 5231 California Premises for the purpose of
conducting Tenant’s business therein (the “Early Occupancy Period”), provided that such
early occupancy (y) does not interfere with Landlord’s Substantial Completion of the
Tenant Improvement Work for the remainder of the 5231 California Premises, and (z) shall
be subject to all of the covenants and conditions on Tenant’s part contained in the Lease
(including, without limitation, the covenants contained in
Sections 5.3, 6.1, 7.1, 7.3, 7.4, 10.1 and 10.3 of the Lease); provided that Tenant shall have no obligation to pay Basic
Rent or Operating Expenses for any portion of the Early Occupancy Period occurring prior
to June 1, 2011, and if the Early Occupancy Period extends
beyond May 31, 2011, then
commencing on June 1, 2011, Tenant shall commence payment of Base Rent and Operating
Expense payments for that floor of the 5231 California Premises occupied by Tenant, on a
prorata basis, based on the proportion that the rentable square footage of such floor
bears to the rentable square footage of the 5231 California Premises.




“Commencement Date for the 5241 California Premises”: January 1, 2010.”




2. Effective as of the Commencement Date for the 5231 California Premises, and without deleting
the change to Item 5 of the Original Lease (with respect to the 5251 Premises Term) provided in
the Second Amendment, Item 5 of the Original Lease shall be deleted in its entirety and
substituted therefor shall be the following:




“Expiration Date”: The last day of the calendar month that is (71) months following the
Commencement Date for the 5231 California Premises; provided, however, that in the event
that such Expiration Date shall occur after April 30, 2017 as a result of the Commencement
Date for the 5231 California Premises occurring after June 1, 2011 pursuant to the
operation of the provisions of Section III.C(l) of this Amendment above, then Tenant may
elect to either (a) maintain the expiration date of the Lease for the 5211 California
Premises and the 5241 California Premises on April 30, 2017,



2









 






notwithstanding such Expiration Date for the 5231 California Premises; or (b) cause
this Lease to expire with respect to the entire Premises as of the Expiration Date, in
which case, monthly Basic Rent for the 5211 California Premises and the 5241 California
Premises for the period from May 1, 2017 until the Expiration Date shall continue to be
payable at the monthly Basic Rent on both buildings for the month of April 2017. Such
election shall be made by Tenant in writing, if at all, not later than one hundred eighty
(180) days following the Commencement Date for the 5231 California Premises, and Tenant’s
failure to so elect by such date shall be deemed to constitute Tenant’s election to cause
this Lease to expire with respect to the entire Premises as of the Expiration Date in
accordance with clause (b) of this paragraph. Except as hereinafter provided, in the event
that Tenant timely elects to maintain expiration dates for the 5211 California Premises
and 5241 California Premises different from the Expiration Date for the 5231 California
Premises, the “Term” of the Lease shall mean: (y) with respect to the 5211 California
Premises and 5241 California Premises, a term expiring on
April 30, 2017; and (z) with
respect to the 5231 California Premises only, the term expiring on the Expiration Date.




Notwithstanding any prior election of Tenant pursuant to maintain the expiration dates for
the 52111 California Premises and 5241 California Premises different from the Expiration
Date pursuant to clause (a) above, if Tenant satisfies the Commitment Notice delivery
requirements in accordance with Section 3.4 of the Lease for the first extension of the
Term with respect to the 5211 California Premises and 5241 California Premises, Tenant
shall be deemed to have elected to extend the Lease with respect to the entire Premises in
accordance with clause (b), so that the first extension Term shall commence for the entire
Premises immediately following the Expiration Date. In the event of such satisfaction of
the Commitment Notice requirements and the deemed election to extend the Lease with
respect to the entire Premises in accordance with clause (b) above, Tenant shall continue
to pay Basic Rent for the 5211 California Premises and for the 5241 California Premises,
for the period commencing May 1, 2017 through the Expiration Date in the same amount as
for the month of April 2017.”



3. Item 6 is hereby amended by adding the following:




“Basic Rent for the 5231 California Premises: Commencing on the Commencement Date
for the 5231 California Premises, the Basic Rent for the 5231 California Premises shall be
Sixty Seven Thousand Three Hundred Dollars ($67,300.00) per month, based on $1.25 per
rentable square foot.




Commencing twelve (12) months following the Commencement Date for the 5231 California
Premises, the Basic Rent for the 5231 California Premises shall be Seventy Thousand Five
Hundred Thirty Dollars ($70,530.00) per month, based on $1.31 per rentable square foot.




Commencing twenty four (24) months following the Commencement Date for the 5231
California Premises, the Basic Rent for the 5231 California Premises shall be Seventy
Three Thousand Seven Hundred Sixty-One Dollars ($73,761.00) per month, based on $1.37 per
rentable square foot.




Commencing thirty-six (36) months following the Commencement Date for the 5231 California
Premises, the Basic Rent for the 5231 California Premises shall be Seventy Six Thousand
Nine Hundred Ninety-One Dollars ($76,991.00) per month, based on $1.43  per rentable
square foot.




Commencing forty-eight (48) months following the Commencement Date for the 5231 California
Premises, the Basic Rent for the 5231 California



3









 






Premises shall be Eighty Thousand Two Hundred Twenty-Two Dollars
($80,222.00) per month, based on $1.49 per rentable square foot.




Commencing sixty (60) months following the Commencement Date for the 5231
California Premises, the Basic Rent for the 5231 California Premises shall
be Eighty Three Thousand Nine Hundred Ninety Dollars ($83,990.00) per month,
based on $1.56 per rentable square foot.”



4. Effective as of the Commencement Date for the 5231 California Premises,
Item 8 shall be deleted in its entirety and substituted therefor shall be the
following:




“8. Floor Area of Premises: Approximately 185,456 rentable square feet,
comprised of the following:




5211 California Premises — approximately 63,440 rentable square feet

5231 California Premises — approximately 53,840 rentable square feet

5241 California Premises — approximately 53,840 rentable square feet

5251 California Premises — approximately 14,336 rentable square feet”



5. Effective as of the Commencement Date for the 5231 California Premises, Item 15
shall be deleted in its entirety and substituted therefor shall be the following:




“15. Vehicle Parking Spaces: Six Hundred Forty-Three (643); provided that
during the Term as to the 5251 California Premises, Tenant shall be entitled
to an additional forty-eight (48) vehicle parking spaces.”



     D. Condition of 5231 California Building. The warranty on the part of Landlord
contained
in Section 2.4 of the Lease shall be applicable and binding on Landlord as to the 5231
California
Premises as of the Commencement Date for the 5231 California Premises (subject, however, to
the
terms and conditions of Exhibit X relating to any Landlord’s punch-list work for the
Tenant
Improvements). Provided Tenant shall notify Landlord of a non-compliance with such warranty
obligation on or before sixty (60) days following the Commencement Date for the 5231
California
Premises, then 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.



     E. Signage. Effective as of the January 1, 2011, the first sentence of Section 5.2 of
the Lease, entitled “Signs”, shall be deleted in its entirety and substituted therefor shall be
the following sentences’:




“Provided Tenant continues to lease the entire 5211 California Building, Tenant shall have
the exclusive right to either: (i) one (1) exterior “eye brow” and one (1) exterior
“building top” signs on the 5211 California Building, or (ii) two (2) exterior “building
top” signs on the 5211 California Building, in either event for Tenant’s name and graphics
to the extent permitted by the Signage Criteria (defined below). Provided Tenant continues
to lease the entire 5231 California Building, Tenant shall have the exclusive right to: one
(1) “eyebrow” sign and two (2) exterior “building top” signs on the 5231 California
Building. Provided Tenant continues to lease the entire 5241 California Building, Tenant
shall have the exclusive right to either: (a) one (1) exterior “eye brow” and one (1)
exterior “building top” signs on the 5241 California Building, or (b) two (2) exterior
“building top” signs on the 5241 California Building, in either event for Tenant’s name and
graphics to the extent permitted by the Signage Criteria (defined below).”



     F. Utilities and Services. The parties confirm and agree that Tenant shall pay charges for
“after hours” usage of HVAC units servicing the 5231 California Premises in accordance with the
applicable provisions of the initial paragraph of Section 6.1 of the Lease.



     G. License for Generator. The reference in the first sentence of Section 6.6 of the
Lease
entitled “License for Generator” (as amended by Section III.F of the First Amendment) to “one (1)



4









 




generator for the Building” is hereby revised to “one (1) generator for each of the 5211
California Building, the 5231 California Building, and the 5241
California Building”.




     H. Communications Equipment. Section 7.6 of the Lease, entitled “Communications
Equipment” (as amended by Section III.G of the First Amendment) is hereby amended to provide
Tenant a license (at no additional cost to Tenant) to install, maintain and operate one or more
antennae (including but not limited to satellite dishes, line of sight transmitters and receivers,
and the like) on each of the 5211 California Building, the 5231 California Building and the 5241
California Building (and during the 5251 Premises Term, one antenna on the roof of the 5251
California Premises) pursuant to the provisions of said Section 7.6.



     I. Representation and Warranty. Landlord agrees that the representation and warranty
contained in Section 13.2 of the Lease applies to the 5231 California Premises.



     J. Assignment Rights. Section 9.7 added by way of Section III. C of the First
Amendment is hereby deleted in its entirety, and substituted therefor shall be the following
provisions:




“SECTION 9.7 Assignment Rights. In the event Tenant desires to assign this
Lease, as amended, to an assignee which only wants to accept an assignment as to
the 5241 California Premises, as to the 5211 California Premises or as to the 5231
California Premises, but not as to the entire Premises, then upon Tenant’s written
request delivered to Landlord at the time of the request for Landlord’s consent to
such assignment, Landlord shall also, if it grants its consent to such assignment,
prepare two separate leases, one for the Premises to be accepted by the assignee
and one for the remainder of the Premises, incorporating the relevant portions of
the Lease so that the rights and obligations of Landlord and Tenant are properly
allocated so that the original Lease, as hereby amended, is resurrected and a new
lease is created for the Premises to be accepted by the assignee basically
incorporating the terms and conditions of the original Lease, as hereby amended,
but changing them as appropriate to be limited to the Premises to be accepted by
the assignee as to the terms that apply to such Premises. Tenant’s rights under
this Section 9.7 are subject to Landlord’s right to consent to any such proposed
assignee as provided in Section 9.1 of the Lease, the rights and obligations of the
parties under Sections 9.1(c) and 9.1(d) of the Lease, and the provisions of
Section 9.2 of the Lease. Tenant shall reimburse Landlord for all of its legal fees
in preparing such new leases, which can be on an estimated basis if done “in-house”
and Tenant shall pay Landlord for such legal fees as estimated in good faith by
Landlord.”



     K. Broker’s Commission. Article XVIII of the Lease is amended to provide that the
parties recognize Irvine Realty Company (“Landlord’s Broker”) as the broker representing Landlord
in connection with the negotiation of this Amendment, and that Tenant has represented itself in
connection with the negotiation of this Amendment. Landlord shall be responsible for the payment of
a brokerage commission to Landlord’s Broker, and as consideration for there being no brokerage
commission payable to any broker representing Tenant, Landlord shall pay cash consideration to
Tenant (the “In Lieu Consideration”) in the amount of the sum of; (i) 4.5% of Basic Rent payable
for the 5231 California Premises under this Amendment during the initial 60 months following the
Commencement Date for the 5231 California Premises, plus (ii) 2.5% of Basic Rent payable for the
5231 California Premises under this Amendment during the remaining months of the initial Term of
the Lease for the 5231 California Premises. The In Lieu Consideration shall be payable 50% upon the
full execution and delivery of this Amendment and 50% within thirty (30) days following the
Commencement Date for the 5231 California Premises. Subject to Landlord’s compliance with the
foregoing provisions for payment of the In Lieu Consideration, the warranty and indemnity
provisions of Article XVIII of the Lease, as amended hereby, shall be binding and enforceable in
connection with the negotiation of this Amendment.



     L. Tenant Improvements for the 5231 and 5241 California Premises. Landlord’s
obligation to construct the Tenant Improvements under the Work Letter
attached as Exhibit X to the First Amendment is hereby deleted in its entirety and shall have no further force or effect.
Instead, Landlord shall construct certain Tenant Improvements in both the 5241 and the 5231
California Premises in accordance with the provisions of Exhibit X, Work Letter, attached
to this Amendment.



5









 





     M. Project Upgrades, Allowances and Tenant’s Contribution. Promptly following
the effective date of this Amendment, Landlord shall commence the design and permitting of an
athletic par course and upgraded landscaping, hardscaping and outdoors furniture improvements
(with tables and chairs conducive for eating and outdoor meetings) in the grass area adjacent to
the 5211 and 5251 California Buildings (collectively, the “Project Upgrades”), in accordance with
plans and specifications to be prepared by Landlord and reasonably approved by Tenant. Upon
Landlord and Tenant reaching a mutual agreement on the design of the Project Upgrades: (a)
Landlord shall arrange for its architect to prepare plans and specifications for the Project
Upgrades within thirty (30) days following such mutual agreement for Tenant’s approval, and (b)
following Tenant’s approval of such plans and specifications, Landlord shall promptly submit such
approved plans (or construction drawings based on such approval plans) to the City of Irvine and
to the Ground Lessor to obtain both the necessary permits for the construction and installation
thereof from the City of Irvine and approval of the Project Upgrades from the Ground Lessor, as
required by the Ground Lease. Landlord shall act reasonably to obtain such permits and approvals
promptly following such submission. Landlord shall engage a contractor selected by Landlord and
reasonably approved by Tenant to construct and install the Project Upgrades pursuant to a “lump
sum” or “fixed price” construction contract for a cost of work mutually acceptable to Landlord and
Tenant in advance of Landlord’s entering into such construction contract. Landlord shall use
commercially reasonable efforts in accordance with its normal and customary practices to cause the
Project Upgrades to be constructed as soon as possible following the obtaining of the necessary
permits therefor from the City of Irvine and approval thereof by the Ground Lessor.



     In addition to Landlord’s obligation to construct the Project Upgrades, Landlord agrees to
fund the following allowances (collectively, the “Allowances”) towards the construction of the
Project Upgrades (which are in addition to the “Landlord’s Contribution” towards the “Tenant
Improvement Work,” as such terms are defined in the attached Exhibit X, Work Letter): (i) a
$100,000.00 allowance at Landlord’s sole cost and expense; (ii) an additional $100,000.00, which
shall be treated as a capital expense item of Operating Expenses having a useful life equal to the
shorter of (y) the period from completion of the Project Upgrades through the Expiration Date, and
(z) the period from the Commencement Date for the 5231 California Premises and the Expiration Date
(the “In Service Period”); provided that Tenant shall pay the “Tenant’s Project Share” (as
hereinafter defined) of such additional allowance (to the extent funded by Landlord towards the
Project Upgrades) as a capital expense item of the Operating Expenses of the Project, amortized
over the In Service Period at a market cost of funds as provided in, and payable in accordance
with, the applicable provisions of Section 4.2(g) of the Lease (and if the Term for the 5211
California Premises and the 5241 California Premises expires prior to the Expiration Date, any
unamortized portion of such additional allowance otherwise payable as the Tenant’s Project Share
for such buildings shall be added into the Operating Expenses payable for the 5231 California
Premises for the remainder of the Term of this Lease); and (iii) a final $100,000.00 allowance,
which shall be treated as a capital expense item of Operating Expenses having a useful life equal
to the In Service Period, the “Tenant’s Building Share” (as hereinafter defined) of which final
allowance (to the extent funded by Landlord towards the Tenant Upgrades) shall be reimbursed by
Tenant as a capital expense item of the Operating Expenses of the Building as a separate “Cost
Pool,” amortized over the In Service Period at a market cost of funds as provided in, and payable
in accordance with, the applicable provisions of Section 4.2(g) of the Lease. Tenant shall be
responsible for the total cost of the Project Upgrades in excess of the Allowances (the “Tenant’s
Contribution”); provided that Tenant shall have approved such excess costs as part of the approved
construction contract for the Project Upgrades. During the course of construction of the Project
Upgrades, Landlord shall not authorize any change orders nor approve any change directives which
would result in the increase the Tenant’s Contribution or the amount of Operating Expenses payable
by Tenant pursuant to clause (iii) of this Section III.M without Tenant’s prior written approval,
which shall not be unreasonably withheld. As used herein, “Tenant’s Project Share” shall mean a
fraction, the numerator of which is the total rentable square footage in the Project leased by
Tenant from time to time during the In Service Period, and the denominator of which is the total
rentable square footage of the Project. As used herein, “Tenant’s Building Share” shall mean 100%.





6












 





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, Tenant represents that each individual executing this
Amendment for the corporation or partnership 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 LLC	 	BROADCOM CORPORATION,
	a Delaware limited liability company	 	a California corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Leslie A. Corea
	 	 	 	By:
	 	/s/ Kenneth E. Venner                              9/10/10	 	 	 	 	 	 	 	 
	 

	 	 

Leslie A. Corea
	 	 	 	 	 	 

Kenneth E. Venner, Senior Vice President
	 	 	 	 	 	 	 	 
	 

	 	Senior Vice President,
	 	 	 	 	 	Corporate Services and CIO	 	 	 	 	 	 	 	 
	 

	 	On behalf of the Office of the Chairman	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Douglas G. Holte
	 	 	 	By:
	 	/s/ Eric K. Brandt	 	 	 	 	 	 	 	 
	 

	 	 

Douglas G. Holte, President
	 	 	 	 	 	 

Eric K. Brandt, Executive Vice President
	 	 	 	 	 	 	 	 
	 

	 	Office Properties
	 	 	 	 	 	and Chief Financial Officer	 	 	 	 	 	 	 	 











7









 





EXHIBIT A




5231 California Premises



First Floor








2nd Floor









1









 





EXHIBIT X




WORK LETTER



(Landlord Build to Suit)


This Work Letter shall set forth the terms and conditions relating to the design and construction
of certain tenant improvements in the 5231 California Premises (the “5231 California Tenant
Improvements”) and of certain tenant improvements in the 5241 California Premises (the “5241
California Tenant Improvements”) to be managed and contracted for by Landlord, and shall supersede
all prior work letters incorporated into the Lease for any other premises of the Building.
Collectively, the 5231 California Tenant Improvements and the 5241 California Tenant Improvements
are herein referred to as the “Tenant Improvements”. The “Tenant Improvement Work” shall consist of
the design and construction of all Tenant Improvements pursuant to the approved “Final Drawings and
Specifications” and the “Final Cost Proposal” (as such terms are defined below in this Work
Letter).



Landlord shall independently retain the “TI Contractor” (as defined below) in accordance with the
procedure described in Section II of this Work Letter, to construct the Tenant Improvements, and
Landlord shall supervise such construction by the TI Contractor.



Except to the extent provided in this Work Letter or in the Amendment to which this Work Letter is
attached, all defined terms used in this Work Letter shall have the same meaning set forth therefor
in the Lease as modified by this Amendment (exclusive of any prior work letter incorporated
therein).





	I.	 	ARCHITECTURAL AND CONSTRUCTION PROCEDURES.






	 	A.	 	Subsequent to the date of this Amendment, Landlord shall approve a preliminary plan
prepared by Beck and Martin, Architects (“Tenant’s Architect”) for the 5231 California
Tenant Improvements and for the 5241 California Tenant Improvements (individually, a
“Preliminary Plan”, and collectively, the “Preliminary Plans”) in accordance with Paragraph
I.B below. The Preliminary Plan shall include Landlord’s building standard tenant
improvements, materials and specifications for the Project and certain changes and/or
additions to the building standards (as such modified building standard specifications were
previously incorporated into the Tenant Improvements made by Tenant in the 5211 California
Premises) which are reasonably approved by Landlord for the Tenant Improvement Work and
noted or shown on the approved Preliminary Plans (collectively, “Building Standard
Improvements”). Except for the construction and/or installation of certain similar Landlord
approved tenant improvements previously constructed and/or installed in the Premises, any
subsequent addition to or variation from Building Standard Improvements incorporated into
the Tenant Improvements Work which is not indicated on the applicable Preliminary Plan
agreed upon by Landlord and Tenant pursuant to Paragraph I.B below is herein referred to as
a “Non-Standard Improvement”. Except as provided in Paragraph I.D below, Tenant shall have
no obligation to demolish, remove or alter any of the Building Standard Improvements or any
other Tenant Improvements (except for Non-Standard Improvements approved by Landlord in the
Preliminary Plans and required to be removed as a condition of Tenant’s effective surrender
of the Premises) upon the expiration or earlier termination of the Lease. Notwithstanding
the foregoing, Tenant shall be required to remove at the expiration or earlier termination
of the Lease, any security related equipment installed by or on behalf of Tenant in the
Premises and the Building including, but not limited to, turnstyles.
	 
	 	B.	 	Landlord shall not withhold or condition its consent to the Preliminary Plans unless, and
then only to the extent, a Design Problem exists. A Design Problem will be deemed to exist
if the change or addition or improvement to the 5231 California Building, the 5241
California Building or Premises (i) does not comply with Applicable Laws, (ii) would have an
adverse effect on the Building Structure, (iii)




1









 






	 	 	 	would have an adverse effect on the Building Systems, (iv) would affect the exterior
appearance of the 5231 California Building or the 5241 California Building, (v) would cause
Landlord to incur increased costs to operate or manage the 5231 California Building or the
5241 California Building and Tenant does not agree to pay for such increased costs, or (vi)
would alter or replace the mechanical systems serving the 5231 California Building or the
5241 California Building, including without limitation, the HVAC and life-safety systems,
the ceiling grid and/or the lighting and plumbing systems serving the 5231 California
Building or the 5241 California Building (individually and collectively, a “Design
Problem”); provided, however, that in connection with the systems described in Subsection
(vi) above, notwithstanding anything to the contrary in the Lease, Landlord’s sole rights
with respect to such a Design Problem shall be to advise Tenant, at the time of Landlord’s
approval of such alteration or replacement of such systems(s), whether or not Tenant shall
be required to restore such system(s) with the Building Standard Improvements prior to the
Expiration Date. Landlord shall have five (5) business days from the receipt of the
Preliminary Plan(s) from Tenant to approve or disapprove such proposed Preliminary Plan.
Should Landlord disapprove the Preliminary Plan, such disapproval shall be accompanied by
specific reasons for disapproval specifying why a Design Problem exists and a detailed list
of requested revisions. Any revision so reasonably requested by Landlord shall be
incorporated into a revised Preliminary Plan by Tenant’s Architect. Tenant’s Architect shall
submit a revised Preliminary Plan (as same has been modified as herein provided to eliminate
or correct any Design Problem) to Landlord for approval, which shall not be withheld or
conditioned by Landlord except to the extent necessary to eliminate any Design Problems,
within five (5) business days following submission by Tenant’s Architect with this procedure
being repeated until the Preliminary Plan has been approved by Landlord.
	 
	 	C.	 	Tenant’s Architect shall prepare and shall deliver to Landlord working drawings and
specifications (“Working Drawings and Specifications”) based on the approved Preliminary
Plan, in a form which is complete enough to allow subcontractors to bid on the work and to
obtain all applicable permits, and which drawings may be completed in phases if phased
construction of the Tenant Improvement Work is determined by Landlord and Tenant to be the
most cost effective means of construction without delaying the completion of the Tenant
Improvement Work. The Working Drawings and Specifications shall be prepared by Tenant’s
Architect in accordance with all laws, permits and ordinances, and shall be compatible with
Landlord’s CADD system. Landlord shall have five (5) business days from the receipt thereof
to approve or disapprove the Working Drawings and Specifications (or any applicable phase
thereof submitted by Tenant). In no event shall Landlord withhold or condition its approval,
except for items not consistent with the approved Preliminary Plan and which create a Design
Problem. Should Landlord disapprove the Working Drawings and Specifications, such
disapproval shall be accompanied by specific reasons for disapproval specifying the
inconsistencies with the approved Preliminary Plan and/or why a Design Problem exists and a
detailed list of requested revisions. Any revision so reasonably requested by Landlord shall
be incorporated by Tenant’s Architect into a revised set of Working Drawings and
Specifications to the extent necessary to eliminate or correct any inconsistencies with the
approved Preliminary Plan or any Design Problems, with this procedure being repeated until
the Landlord has approved the Working Drawings and Specifications.
	 
	 	D.	 	To the extent a Design Problem does not exist, Landlord shall consent in writing to
Tenant’s request for a revision to the Working Drawings and Specifications (“Change”),
including any modification of a Standard Improvement to a Non-Standard Improvement in the
applicable Preliminary Plan or any other modification of the Working Drawings and
Specifications, if requested in writing by Tenant. In addition, Landlord agrees that it
shall not withhold its consent to Tenant’s requested Changes to previously approved
Non-Standard Improvements, unless such requested Change to the Non-Standard Improvements
creates a Design Problem. All Standard Tenant Improvements and Non-Standard Improvements
which are permanently affixed to the Premises shall become the property of Landlord at the
end of the Lease Term and




2









 






	 	 	 	shall be surrendered with the Premises at the end of the Term; except that Landlord may, by
notice to Tenant given concurrently with the approval of the Working Drawings and
Specifications, require Tenant to either remove all or any of the Tenant Improvements which
constitute a Design Problem, to restore the applicable mechanical system(s) in which a
Design Problem exists with the applicable Building Standard Improvements and to repair any
damage to the Premises or the Common Area arising from such restoration and removal, or to
reimburse Landlord for the reasonable cost of such removal, repair and replacement within
thirty (30) days following invoicing by Landlord. Any such removals, repairs and
replacements by Tenant shall be completed by the Expiration Date, or sooner termination of
this Lease.
	 
	 	E.	 	Landlord shall submit the Working Drawings and Specifications to a bidding
process involving KPRS, Roel Construction and at least one other licensed and reputable
general contractor mutually agreed upon by Landlord and Tenant, who shall submit bids to
construct the Tenant Improvements as set forth on, and in accordance with, the Working
Drawings and Specifications. If requested by Landlord, all bidders shall seek bids from
those HVAC, mechanical, electrical and plumbing engineers listed on Schedule 2 to
this Work Letter (the “Pre-Approved Engineers”), provided that the fees charged by the
Pre-Approved Engineers shall be commercially reasonable. Landlord shall, within one (1)
business day of receipt of the bids, provide copies of the bid responses to Tenant. After
adjustments, in consultation with Landlord, for any inconsistent assumptions to reflect an
“apples to apples” comparison, Tenant shall select the qualified bidder as general
contractor (the “TI Contractor”) and the bid so selected shall be referred to as the “Bid
Amount”. The TI Contractor so selected by Tenant shall be retained by Landlord to assist
Tenant and Tenant’s Architect in value engineering the Working Drawings and Specifications
as hereinafter provided.
	 
	 	F.	 	Following Landlord’s retention of the TI Contractor, Tenant may coordinate value
engineering of the Working Drawings and Specifications by the Tenant’s Architect, the TI
Contractor and one or more of its subcontractors, and based on such value engineering
efforts, Tenant’s Architect prepare and submit proposed final construction drawings and
specifications (the “Final Drawings and
Specifications”) to Landlord for Landlord’s
approval. Landlord shall have five (5) business days from the receipt thereof to approve or disapprove
such Final Drawings and Specifications. In no event shall Landlord withhold or condition its
approval, except for items not consistent with the approved Working Drawings and
Specifications and which create a Design Problem. Should Landlord disapprove the proposed
Final Drawings and Specifications, such disapproval shall be accompanied by specific reasons
for disapproval specifying the inconsistencies with the approved Working Drawings and
Specifications and/or why a Design Problem exists and a detailed list of requested
revisions. Any revision so reasonably requested by Landlord shall be incorporated by
Tenant’s Architect into the Final Drawings and Specifications to the extent necessary to
eliminate or correct any inconsistencies with the approved Working Drawings and
Specifications or any Design Problems, with this procedure being repeated until the Landlord
has approved the Final Drawings and Specifications. Tenant’s Architect shall submit a
complete set of approved Final Drawings and Specifications (as same may have been modified
as herein provided to incorporate Landlord’s suggested revisions) to the City of Irvine for
all applicable building permits necessary to allow the TI Contractor to commence and fully
complete the construction of the Tenant Improvements (the “Permits”), and, in connection
therewith, Landlord shall coordinate with Tenant in order to allow Tenant, at its option, to
take part in all phases of the permitting process. No material changes, modifications or
alterations in the Final Drawings and Specifications may be made during the permitting
process without the prior written consent of both Landlord and Tenant, which consent may not
be unreasonably withheld, conditioned or delayed by either of them.
	 
	 	G.	 	Notwithstanding anything to the contrary herein or in the Lease, the costs
associated with any ADA or other code compliance requirements of the Permits for upgrades or




3









 






	 	 	 	alterations to the exterior Common Areas of the Project (including, without limitation, the
Project’s parking facility and all points of access into the 5241 California Building and
the 5231 California Building) shall not be included in the cost of the Tenant Improvement
Work (“Code Compliance Work”). Landlord shall be responsible for performing any Code
Compliance Work that is imposed as a condition to Tenant’s ability to obtain the Permit for
the construction of the Tenant Improvements, except where such requirements are imposed due
to the unique nature of the Tenant Improvements or Change requested by Tenant (as opposed to
general office improvements), in which case Tenant shall be responsible for the cost of any
such Code Compliance Work as part of the Completion Cost.
	 
	 	H.	 	Within fifteen (15) days following the Landlord’s and Tenant’s final mutual approval of
the Final Drawings and Specifications (as evidenced by their written acknowledgment
thereof), Tenant and the TI Contractor shall complete their negotiation of the “Final Cost
Proposal” and Landlord shall provide Tenant with a reasonably detailed line item summary of
the items of Completion Cost incurred by Landlord prior to entering into the TI Contract
(the “Design Period Costs”). For purposes of this Work Letter, the “Final Cost Proposal”
shall consist of the final negotiated bid from the TI Contractor approved by Tenant.
Following receipt of the approved Final Cost Proposal and the “Over-Allowance Amount” (as
defined in Section II.D below) from Tenant, Landlord shall enter into a “lump sum” or “fixed
price” construction contract with the TI Contractor for construction of the Tenant
Improvements for a cost of work not to exceed the Final Cost Proposal approved by Tenant
(the “TI Contract”), and shall commence the construction of the Tenant Improvements. Tenant
shall have no obligation to pay for, nor shall any portion of the Landlord’s Contribution be
paid for, the cost of any completion or performance bond relating to (nor any similar
security for) the Tenant Improvement Work.
	 
	 	I.	 	The TI Contract shall contain, at a minimum, terms and provisions requiring that TI
Contractor name Tenant as an additional insured on TI Contractor’s commercial general
liability insurance policy and naming Tenant as an additional indemnitee with the same
rights of the owner set forth in any indemnity contained therein, and as a third-party
beneficiary with respect to any warranties contained therein; provided, however that Tenant
will not interfere with Landlord’s enforcement of any such warranties during Landlord’s one
(1) year warranty period as as long as Landlord is diligently pursuing enforcement of any
such warranty. The TI Contract shall also require, to the extent negotiable, that Tenant be
named as third-party beneficiaries under all construction and equipment warranties
(including without limitation, any mechanical, electrical and plumbing equipment installed
as part of the Tenant Improvements, which Landlord shall endeavor to obtain for a minimum
warranty term of ten (10) years from the date of Substantial Completion of the Tenant
Improvements as shall be directed by Tenant, with the right to enforce such warranties
directly against the obligor named therein. The cost of causing the construction and
equipment warranties to have terms in excess of one (1) year shall be at Tenant’s sole cost
and expense; provided, however, that Tenant shall have sole discretion with respect to the
decision to obtain any warranty exceeding a term of one (1) year if Tenant is to be liable
for the cost thereof.
	 
	 	J.	 	As part of the cost of the Tenant Improvement Work, Landlord shall carry (or shall
require the TI Contractor to carry) “Builder’s All Risk” insurance in an amount not less
than the replacement cost of the Tenant Improvements, which shall cover the restoration of
the Tenant Improvements in the event of any construction period casualty. Landlord’s failure
to maintain (or to cause the TI Contractor to maintain) such insurance shall not affect
Landlord’s obligation to complete the Tenant Improvement Work, nor result in Tenant’s
obligation to incur any additional cost for the Tenant Improvements, which shall be
completed without any increase in the “Over-Allowance Amount” payable by Tenant due to
Landlord’s failure to so maintain such insurance. The TI Contractor and each of its
subcontractors shall comply with Landlord’s requirements as generally imposed on third
party




4









 






	 	 	 	contractors, including without limitation all insurance coverage requirements and the obligation
to furnish appropriate certificates of insurance to Landlord, prior to commencement of
construction or the Tenant Improvement Work.
	 
	 	K.	 	A construction schedule shall be incorporated into the TI Contract approved by Tenant
(the “Construction Schedule”), which shall include a period of at least ten (10) days prior
to Substantial Completion for Tenant’s access to the 5231 California Premises in order to
perform the “Tenant’s Fit-Out Work” (as defined in Section III.A below); and any updated
Construction Schedule shall be provided to Tenant promptly following any construction
meeting where a material change to such schedule is approved, and weekly progress updates
shall be supplied during the construction of the Tenant Improvements.
	 
	 	L.	 	Prior to “Substantial Completion” (as defined in Section I.M below) of the Tenant Improvement
Work, Landlord shall notify the TI Contractor, Tenant and Tenant’s Architect of the date and time
of the inspection of the Tenant Improvement Work for purposes of determining whether the Tenant
Improvement Work is Substantially Complete. Such scheduled date and time for the walk-through is
referred to herein as the “Walk-Through Date.” Landlord, Tenant, Tenant’s Architect and the TI
Contractor, shall meet at the 5231 California Premises or at the 5231 California Premises, as
applicable, on the Walk-Through Date to determine whether the Tenant Improvement Work is
Substantially Complete. If Tenant’s Representative is not available on the Walk-Through Date,
Tenant shall notify Landlord of the same, in writing, at least two (2) days prior to the
Walk-Through Date, in which case, the parties shall coordinate another date and time for the
walk-through. Both Landlord and Tenant shall have the right to attend the walk-through inspections.
If during the walk-through inspection of 5231 California Premises or the 5241 California Premises,
Landlord and Tenant agree that the Tenant Improvement Work is Substantially Complete therein, then
within two (2) business days following the Walk-Through Date associated with such walk-through
inspection: (a) Landlord shall provide Tenant with a written list of those items of the Tenant
Improvement Work that are in need of repair, or that have yet to be completed (the “Punch List”);
provided, however, that any Punch List items shall be minor in nature, shall not materially impair
Tenant’s use or occupancy of the 5231 California Premises or the 5241 California Premises, as
applicable, and shall, in any case, be reasonably capable of completion within thirty (30) days
after the applicable Walk-Through Date. Should Tenant disagree with any items on (or excluded from)
the Punch List, Tenant shall notify Landlord, in writing, within two (2) business days following
receipt of the proposed Punch List from Landlord, of such disagreement and Tenant’s proposed
changes to the Punch List. If the parties are unable to agree upon the Punch List scope of work,
then any such disagreement shall be resolved in accordance with Section IV of this Work Letter.
	 
	 	M.	 	Upon Substantial Completion of the Tenant Improvement Work, Landlord shall cause to be provided
to Tenant (i) as-built drawings of the Tenant Improvements signed by the Tenant’s Architect, (ii)
the final Punch List signed by Landlord, Tenant and the TI Contractor, (iii) the “Required
Certificate” (as defined below) for the 5231 California Premises or the 5241 California Premises,
as applicable, and (iv) those other items indicated on Schedule 3 to this Work Letter
(collectively, the “Close-Out Package”). For purposes of this Work Letter and the Amendment to
which it is attached, the Tenant Improvement Work shall be “Substantially Complete,” and
“Substantial Completion” of the Tenant Improvement Work shall occur, upon the completion of
construction of the Tenant Improvements in accordance with the Approved Working Drawings, with the
exception of any minor Punch List items (which do not materially affect Tenant’s use and occupancy
of the 5231 California Premises or of the 5241 California Premises, as applicable), and as
evidenced by a temporary certificate of occupancy or its legal equivalent for the 5231 California
Premises or for the 5241 California Premises, as applicable, to the extent required by the City of
Irvine (the “Required Certificate”).





5









 





	 	N.	 	Landlord shall cause the Tenant Improvement Work to be prosecuted at all times in accordance
with all state, federal and local laws, regulations and ordinances, including without limitation
all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable
governmental permit and code requirements. The Tenant Improvement Work shall be subject to
inspection at all times by Tenant and its representatives.
	 
	 	O.	 	Tenant hereby designates Hector Hershberger (949-926-5348) (“Tenant’s Representative”) as its
representative and authorized agent for the purpose of receiving notices, approving submittals and
issuing requests for Changes, and Landlord shall be entitled to rely upon authorizations and
directives of such person(s) as if given directly by Tenant. Tenant may amend the designation of its
construction representative(s) at any time upon delivery of written notice to Landlord.
	 
	 	P.	 	Tenant and Landlord shall hold regular meetings at a reasonable time (but in no event to be
required more often than weekly), with the Tenant’s Architect
and the TI Contractor regarding the
progress of the preparation of Final Drawings and Specifications, the Final Cost Proposal and the
construction of the Tenant Improvements, which shall be held at the 5231 California Premises during
the construction of the Tenant Improvements, or as otherwise mutually agreed by Landlord and
Tenant. Tenant’s Representative shall receive prior notice of, and shall have the
right to attend, all such meetings. In addition, minutes shall be taken at all such meetings by
Tenant’s Architect, and a copy of which minutes shall be promptly delivered by Tenant’s Architect
to Tenant. One such meeting each month shall include the review of Contractor’s current request for
payment.






	II.	 	COST OF THE TENANT IMPROVEMENTS WORK






	 	A.	 	Landlord shall provide to Tenant a tenant improvement allowance in the amount of One
Million Three Hundred Forty-Six Thousand One Hundred Twelve Dollars ($ 1,346,112.00) (the
“Landlord’s 5231 California Contribution”), based on $27.65 per usable square foot of the 5231
California Premises, towards the “Completion Cost” (as hereinafter defined) of the 5231 California
Tenant Improvements, with any excess cost of the 5231 California Tenant Improvements to be borne
solely by Tenant. If the actual Completion Cost of the 5231 California Tenant Improvements is less
than the maximum amount provided for the Landlord’s 5231 California Contribution, then such savings
shall inure to the benefit of Landlord and Tenant shall not be entitled to any credit or debit.
Landlord shall cause the TI Contractor to construct the 5231 California Tenant Improvements in a
good and workmanlike manner substantially in accordance with the approved Working Drawings and
Specifications therefor, and substantially in accordance with the approved Construction Schedule
included in the TI Contract, subject only to Tenant Delays and any events of force majeure. Subject
to Tenant’s payment obligations contained in Section II.D below, Landlord shall construct and
complete the Tenant Improvement Work free of any mechanics and/or material-men’s liens.
	 
	 	B.	 	Landlord shall provide to Tenant a tenant improvement allowance in the amount of One
Million One Hundred Ninety-Four Thousand Seven Hundred Five Dollars ($1,194,705.00) (the
“Landlord’s 5241 California Contribution”), based on $24.54 per usable square foot of the 5241
California Premises, towards the “Completion Cost” (as hereinafter defined) of the 5241 California
Tenant Improvements, with any excess cost of the 5241 California Tenant Improvements to be borne
solely by Tenant. If the actual Completion Cost of the 5241 California Tenant Improvements is less
than the maximum amount provided for the Landlord’s 5241 California Contribution, then such savings
shall inure to the benefit of Landlord and Tenant shall not be entitled to any credit or debit.
Landlord shall cause the TI Contractor to construct the 5241 California Tenant Improvements in a
good and workmanlike manner substantially in accordance with the approved Working Drawings and




6









 






	 	 	 	Specifications therefor, and substantially in accordance with the approved Construction
Schedule included in the TI Contract, subject only to Tenant Delays and any events of force
majeure. Subject to Tenant’s payment obligations contained in Section II.D below, Landlord shall
construct and complete the Tenant Improvement Work free of any mechanics and/or material-men’s
liens.
	 
	 	C.	 	The “Completion Cost” shall mean the sum of the following costs incurred by Landlord
toward the design, permitting and construction of the 5231 California Tenant Improvements and the
5241 California Tenant Improvements in accordance with the approved Working Drawings and
Specifications therefor, including but not limited to the following: (i) payments made by Landlord
to Tenant’s Architect (and any amount paid by Landlord to Tenant to reimburse Tenant for payments
made to Tenant’s Architect) to prepare the Preliminary Plan, the Working Drawings and
Specifications, and the Final Drawings and Specifications (and any revisions thereto), including
Tenant’s Architect’s participation in any value engineering activities and in the design of any
Changes requested by Tenant; (ii) the cost of any changes to the Final Drawings and Specifications
required for the permits; (iii) payments made to the TI Contractor in accordance with the terms and
conditions of the TI Contract and this Work Letter, for the construction of the Tenant
Improvements, and all materials incorporated into the Tenant Improvement Work, including any work
performed by the TI Contractor pursuant to any Change Orders requested by Tenant (the “TI
Construction Costs”); (iv) TI Contractor’s profit and overhead, general conditions and insurance
costs included in the TI Contract; (v) payments made to engineers, contractors, subcontractors and
other third party consultants in the design and performance of the Tenant Improvement Work; (vi)
permit fees and other sums paid to governmental agencies as required by or for the Permits; (vii)
the “Landlord’s Construction Supervision Fee” (as hereinafter defined); (viii) the cost of Tenant’s
security and cabling systems, in an amount not to exceed $2.50 per rentable square feet of the
Premises; (ix) to the extent not obtained by the TI Contractor as part of the TI Construction
Costs, the Builder’s Risk Insurance premium (as defined in Section I.I above); and (x) any sales
and use taxes associated with any of the foregoing costs of the Tenant Improvement Work. Landlord
shall receive a construction supervision fee for managing the work of the Tenant Improvements in
the amount of two and one-half percent (21/2%) of the costs described in Subsections (ii) through
(iv) above (the “Construction Management Fee”).
	 
	 	D.	 	Subject to the terms and conditions of this Work letter, Tenant shall be obligated
to pay Landlord for any excess of the Completion Cost over the Landlord’s Contribution (the
“Over-Allowance Amount”). When Tenant delivers the Final Cost Proposal to Landlord pursuant to
Section I.H above, Tenant shall also deliver to Landlord the Over-Allowance Amount based on the
Final Cost Proposal. Any increases in the Over-Allowance Amount resulting from any Changes
requested or approved in advance by Tenant shall be delivered to Landlord within fifteen (15) days
of Tenant’s receipt of an invoice for such portion of the Over-Allowance Amount from Landlord. Any
unpaid remainder of the Over-Allowance Amount shall be due and payable within fifteen (15) days of
Tenant’s receipt of an invoice for such portion of the Over-Allowance Amount, which invoice shall
not be delivered by Landlord until all Punch List work associated with the Tenant Improvements is
completed.






	III.	 	TENANT’S FIT-OUT WORK AND TENANT DELAYS






	 	A.	 	Provided that Tenant and its agents do not interfere with the TI Contractor’s work in the either
the 5231 California Premises or in the 5241 California Premises, Landlord shall allow Tenant access
to the 5231 California Premises and the 5241 California Premises as soon as is reasonably
practicable, up to forty-five (45) days prior to the Substantial Completion of the Tenant
Improvement Work therein, for the purpose of Tenant’s installation of Tenant’s equipment and
fixtures (including Tenant’s data and telephone cabling); and Landlord shall cause the TI
Contractor to provide Tenant with reasonable access to the 5231 California Premises and the 5241
California




7









 






	 	 	 	Premises at least ten (10) days prior to Substantial Completion of the Tenant Improvement Work
therein for the purpose of Tenant’s installation of Tenant’s furniture, trade fixtures and
computer, telephone and office equipment (the “Tenant’s Fit-Out Work”). Prior to Tenant’s entry
into the Premises as permitted by the terms of this Section III.A, Tenant shall submit a schedule
to Landlord and the TI Contractor, for their approval (not to be unreasonably withheld, and subject
to their reasonable cooperation in accommodating such access), which schedule shall detail the
timing and purpose of Tenant’s entry. Tenant shall hold Landlord harmless from and indemnify,
protect and defend Landlord against any loss or damage to the Building or the Tenant Improvements,
and against injury to any persons, caused by Tenant’s actions pursuant to this Section III.A.
Landlord shall provide Tenant with reasonable access to and use of the elevators of the 5231
California Building and the 5241 California Building for the purpose of giving Tenant reasonable
access for performing the Tenant’s Fit Out Work on the second floor thereof.
	 
	 	B.	 	Except as provided in this Section III.B, the Commencement Date for the 5231 California Premises
shall occur as set forth in Section III.C(1) of this Amendment. To the extent there shall be a
delay or there are delays in the Substantial Completion of the 5231 California Tenant Improvements
or in the occurrence of any of the other conditions precedent to the Commencement Date for the 5231
California Premises, as set forth in this Amendment, as a direct or indirect, result of:






(i) a Preliminary Plan for the 5231 California Tenant Improvements is not approved (pursuant to the
applicable provisions of Section I.B of this Work Letter) by January 1, 2011;




(ii) the final Drawings and Specifications for the 5231 California Tenant Improvements is not
approved (pursuant to the applicable provisions of Section I.F of this Work Letter) by February 1,
2011;




(iii) the Permits for the 5231 California Tenant Improvements are not obtained by the Tenant’s
Architect by March 1, 2011;




(iv) Tenant’s failure to comply with any deadlines for its response or approval contained in this
Work Letter;



(v) A breach by Tenant of the terms of this Work Letter or the Lease;



(vi) Changes in any of the Final Drawings and Specifications requested by Tenant or because the
same do not comply with Applicable Laws;




(vii) Tenant’s requirement for materials, components, finishes or improvements as part of the Final
Drawings and Specifications (or any Change thereto) which are not available in a commercially
reasonable time given the anticipated date of Substantial Completion of the Tenant Improvement
Work;




(viii) Alterations to the Building Structure required by the Final Drawings and Specifications,
which are approved by Landlord; or




(ix) Any other acts or omissions of Tenant, or its agents, or employees, which are not cured within
two (2) business days following Tenant’s receipt of notice from Landlord that such other acts or
omissions are delaying, or are reasonably likely to delay, the Substantial Completion of the 5231
California Tenant Improvements;




	 	 	 	then such delay or delays shall be known collectively as “Tenant Delays”; provided,
however, Tenant Delays shall not include any such delays to the extent caused by Landlord or
Landlord’s agents. In the event of any such Tenant Delays, then




8









 










notwithstanding anything to the contrary set forth in the Lease or this Work Letter and
regardless of the actual date of the Substantial Completion of the 5231 California Tenant
Improvements, the Commencement Date for the 5231 California Premises shall be
deemed to be the date on which such Commencement Date would have occurred but for the Tenant Delays
(but not earlier than June 1, 2011).





	IV.	 	DISPUTE RESOLUTION






	 	A.	 	All claims or disputes between Landlord and Tenant arising out of, or relating to, this
Work Letter shall be decided by the JAMS/ENDISPUTE (“JAMS”), or its successor, with such
arbitration to be held in Orange County, California, unless the parties mutually agree otherwise.
Within 10 business days following submission to JAMS, JAMS shall designate three arbitrators and
each party may, within 5 business days thereafter, veto one of the three persons so designated. If
two different designated arbitrators have been vetoed, the third arbitrator shall hear and decide
the matter. If less than 2 arbitrators are timely vetoed, JAMS shall select a single arbitrator
from the non-vetoed arbitrators originally designated by JAMS, who shall hear and decide the
matter. Any arbitration pursuant to this section shall be decided within 30 days of submission to
JAMS. The decision of the arbitrator shall be final and binding on the parties. All costs
associated with the arbitration shall be awarded to the prevailing party as determined by the
arbitrator.
	 
	 	B.	 	Notice of the demand for arbitration by either party to the Work Letter shall be filed in
writing with the other party to the Work Letter and with JAMS and shall be made within a reasonable
time after the dispute has arisen. The award rendered by the arbitrator shall be final, and
judgment may be entered upon it in accordance with applicable law in any court having jurisdiction
thereof. Except by written consent of the person or entity sought to be joined, no arbitration
arising out of or relating to this Work Letter shall include, by consolidation, joinder or in any
other manner, any person or entity not a party to the Work Letter unless (1) such person or entity
is substantially involved in a common question of fact or law, (2) the presence of such person or
entity is required if complete relief is to be accorded in the arbitration, or (3) the interest or
responsibility of such person or entity in the matter is not
insubstantial.
	 
	 	C.	 	The agreement herein among the parties to arbitrate shall be specifically enforceable
under prevailing law. The agreement to arbitrate hereunder shall apply only to disputes arising out
of, or relating to, this Work Letter, and shall not apply to other matters of dispute under the
Lease except as may be expressly provided in the Lease.





9









 





Schedule 2




Pre-Approved Engineers



1.     TKSC

2.     K-l





1











 





Schedule 3




Close-Out Package Checklist



Construction Project Close-out Checklist




date

project name, location

BRCM PM Name

PAR #, date

general contractor name

general contractor contact info




	 	 	 	 	 	 	 	 	 
	 	 	Date	 	 	Stored	 
	Item	 	Received	 	 	Location	 
	1. Directories and Logs
	 	 	 	 	 	 	 	 
	Project Directory (vendor names and contact information)
	 	 	 	 	 	 	 	 
	Subcontractor Directory (sub-vendor names and contact information)
	 	 	 	 	 	 	 	 
	Signed Punch List
	 	 	 	 	 	 	 	 
	Submittal
Log
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2. As-Built CAD Disks/Drawings
	 	 	 	 	 	 	 	 
	Final Architectural As-Built Drawings
	 	 	 	 	 	 	 	 
	Electrical As-Builts
	 	 	 	 	 	 	 	 
	Life Safety As-Builts
	 	 	 	 	 	 	 	 
	HVAC As-Builts
	 	 	 	 	 	 	 	 
	Plumbing As-Builts
	 	 	 	 	 	 	 	 
	Fire Sprinklers As-Builts
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3. Signed Job Cards (Permits)
	 	 	 	 	 	 	 	 
	Architectural
	 	 	 	 	 	 	 	 
	Mechanical/Electrical/Plumbing
	 	 	 	 	 	 	 	 
	Life Safety — Fire Dept
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4. Occupancy
	 	 	 	 	 	 	 	 
	Temporary Certificate of Occupancy (if required)
	 	 	 	 	 	 	 	 
	Certificate of Occupancy (if required)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	5. Warranty Letters
	 	 	 	 	 	 	 	 
	General Contractor
	 	 	 	 	 	 	 	 
	Millwork
	 	 	 	 	 	 	 	 
	Interior Glazing (& Glass Doors)
	 	 	 	 	 	 	 	 
	Drywall
	 	 	 	 	 	 	 	 
	Acoustical Ceiling
	 	 	 	 	 	 	 	 
	Carpet
	 	 	 	 	 	 	 	 
	Resilient Flooring & Base
	 	 	 	 	 	 	 	 
	Painting
	 	 	 	 	 	 	 	 
	Toilet Partitions
	 	 	 	 	 	 	 	 
	Fire Extinguishers
	 	 	 	 	 	 	 	 
	Appliances
	 	 	 	 	 	 	 	 
	Window Treatment
	 	 	 	 	 	 	 	 
	Decorative Film
	 	 	 	 	 	 	 	 
	Fire Sprinklers
	 	 	 	 	 	 	 	 
	Plumbing
	 	 	 	 	 	 	 	 






1









 






	 	 	 	 	 	 	 	 	 
	 	 	Date	 	 	Stored	 
	Item	 	Received	 	 	Location	 
	HVAC
	 	 	 	 	 	 	 	 
	Electrical
	 	 	 	 	 	 	 	 
	Life Safety
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	6. Operations & Maintenance Manuals
	 	 	 	 	 	 	 	 
	Millwork
	 	 	 	 	 	 	 	 
	Interior Glazing (& Glass Doors)
	 	 	 	 	 	 	 	 
	Carpet
	 	 	 	 	 	 	 	 
	Resilient Flooring & Base
	 	 	 	 	 	 	 	 
	Toilet Partitions
	 	 	 	 	 	 	 	 
	Fire Extinguishers
	 	 	 	 	 	 	 	 
	Appliances
	 	 	 	 	 	 	 	 
	Window Treatment
	 	 	 	 	 	 	 	 
	Decorative Film
	 	 	 	 	 	 	 	 
	Fire Sprinklers
	 	 	 	 	 	 	 	 
	Plumbing (& Compressed Air)
	 	 	 	 	 	 	 	 
	HVAC
	 	 	 	 	 	 	 	 
	Electrical
	 	 	 	 	 	 	 	 
	Life Safety
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	7. Commissioning Reports
	 	 	 	 	 	 	 	 
	HVAC
	 	 	 	 	 	 	 	 
	Electrical
	 	 	 	 	 	 	 	 
	Life Safety
	 	 	 	 	 	 	 	 
	Plumbing (& Compressed Air)
	 	 	 	 	 	 	 	 
	Air Balance Report
	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 






2









 










September 20, 2010




Mr. Kenneth Skierski

Broadcom Corporation

5300 California Avenue

Irvine, California 92619





			
	RE: Lease Amendment — 	 	Broadcom Corporation

5231 California, Suite 100

Irvine, California 92617




Dear Ken:



Enclosed for your records is a fully-executed Third Amendment to Lease for the above-referenced
Premises.



Should you have any questions regarding the day-to-day operations of the building or services
available at University Research Park, please call your property manager, Chris Mansour, at (949)
720-2446 or do not hesitate to call me at (949) 720-2230.



The Irvine Company LLC is pleased Broadcom Corporation selected University Research Park for their
office needs. We look forward to a mutually beneficial business relationship with Broadcom
Corporation for many years to come.



Sincerely,






Michael S. Hodges

Senior Leasing Director

Lic. 01027655

The Irvine Realty Company

As agent for Landlord

:kb



c: Chris Mansour, Property Manager



Enclosure


Lease ID: 223799




111 Innovation Drive, Irvine, CA 92617 949.720.2550

















 




FULLY-EXECUTED


FOURTH AMENDMENT TO LEASE 

(5251 California — Suite 150)




I. PARTIES AND DATE.




     This Fourth Amendment to Lease (the “Amendment”) dated and effective as of November 15, 2010,
is by and between THE IRVINE COMPANY LLC, a Delaware limited liability company (“Landlord”), and
BROADCOM CORPORATION, a California corporation (“Tenant”).



II. RECITALS.




     On
October 31, 2007, Landlord and Tenant entered into a lease (the “Original Lease”) for all of
the rentable space (approximately 63,440 rentable square feet) in the building located at 5211
California, Irvine, California (the “5211 California Premises”), which lease was amended by a First
Amendment to Lease dated November 12, 2008 (the “First Amendment”) wherein Landlord leased to Tenant
all of the rentable space (approximately 53,840 rentable square feet) in the building located at
5241 California Avenue (the “5241 California Premises”) as part of the Premises subject to the
Lease, by a Second Amendment to Lease dated July 21, 2010 (the “Second Amendment”) wherein Landlord
leased to Tenant approximately 14,336 rentable square feet of space in a building located at 5251
California Avenue (the “5251 California Premises”) as part of the Premises subject to the Lease,
and by a Third Amendment to Lease dated September 14, 2010 (the “Third Amendment”) wherein Landlord
leased to Tenant all of the rentable space (approximately 53,840 rentable square feet) in the
building located at 5231 California Avenue (the “5231 California Premises”) as part of the Premises
subject to the Lease, resulting in the aggregate rentable area of the Premises leased by Tenant
comprising approximately 185,456 rentable square feet. The Original Lease, as so amended, is
referred to herein as the “Lease”.



     Landlord and Tenant each desire to further modify the Lease to add approximately 2,021
rentable square feet of space commonly known as “Suite 150” on the first floor of the “5251
California Building” (as hereinafter defined), as an additional “Suite” leased by Tenant in the
5251 California Building, which space is more particularly described on Exhibit A attached
to this Amendment and herein referred to as the “5251 California Expansion Space”, to adjust the
Basic Rent and to make such other modifications as are set forth in “III. MODIFICATIONS” next
below.



III. MODIFICATIONS.




     A. Premises. From and after the “Commencement Date for the 5251 California Expansion
Space” (as hereinafter defined), and during the “5251 California Expansion Term” (as hereinafter
defined), the 5251 California Expansion Space, together with the 5231 California Premises, the
5211 California Premises, the 5241 California Premises and, during the “5251 Premises Term” (as
defined in the Second Amendment), the 5251 California Premises, shall collectively constitute the
“Premises” under the Lease.



     B. Building. All references to the “Building” in the Lease shall be amended to refer,
collectively, to (a) those three (3) buildings located at 5211 California (the “5211 California
Building”), 5231 California (the “5231 California Building”) and at 5241 California (the “5241
California Building”), Irvine, California, and (b) during that portion of the Lease Term
commencing on the Commencement Date for the 5251 Premises until the later to expire of the 5251
Premises Term or the 5251 California Expansion Term, a fourth (4th) building located at
5251 California (the “5251 California Building”). Notwithstanding the collective definition of the
term “Building,” the provisions of the Lease providing Landlord and Tenant with certain rights and
obligations pursuant to Tenant’s leasing of the entire “Building” shall apply to each of the 5211
California Building, the 5241 California Building or the 5231 California Building (or any other
building of the Project that is entirely leased by Tenant as part of the “Building” from time to
time), individually; and the incorporation of the 5251 California Building in the “Building”
pursuant to this Amendment shall not effectively modify any of the Landlord’s or Tenant’s rights
under the Lease relating to Tenant’s leasing of any or all of the 5211 California Building, the
5241 California Building or the 5231 California Building in their entirety (or any other building
of the Project that is entirely leased by Tenant as part of the “Building” from time to time), or
which might otherwise be



1









 




affected as a result of Tenant leasing space in the Building that consists of less than the entire
Building (including, for example, but not limited to, Tenant’s exclusive signage rights, any gross
up protections, the limitation on Landlord’s management fee and subleasing rights conditioned on
its leasing the entire Building); and for purposes of this Amendment, any rights of Tenant
conditioned on its leasing the entire Building shall be retained by Tenant as to the 5211
California Building, the 5241 California Building and the 5231 California Building (and as to any
other building of the Project that may be leased in its entirety by Tenant and incorporated into
the “Building” during the 5251 Premises Term or during the 5251 California Expansion Term), and
shall be modified so that such rights are modified only with respect to Tenant’s leasehold
interest in the 5251 California Building and only for the duration of the later to expire of the
5251 Premises Term or the 5251 California Expansion Term.




     C. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as follows:




1. Item 4 is hereby amended by adding the following:




“Commencement Date for the 5251 California Expansion Space” shall mean the
date of Landlord’s tender of exclusive possession of the 5251 California
Expansion Space to Tenant, free of all prior occupants and their property,
but not sooner than January 1, 2011. Within thirty (30) days following the
Commencement Date for the 5251 California Expansion Space, the parties shall
document such date by a written memorandum on a form provided by Landlord
(the “5251 California Expansion Space Commencement Date Notice”). Tenant’s
failure to execute such Notice within ten (10) days following its receipt
thereof from Landlord shall not affect the validity of Landlord’s correct
determination of the Commencement Date set forth in the applicable Notice.
The acknowledgments by Tenant contained in the second, third and fourth
sentences of Section 2.2 of the Lease shall be applicable and binding with
respect to Tenant’s lease of the 5251 California Expansion Space. As of the
Commencement Date for the 5251 California Expansion Space, Tenant shall be
conclusively deemed to have accepted that the 5251 California Expansion Space
is in satisfactory condition and in conformity with the provisions of the
Lease, subject to Landlord’s warranty in Section III.D of this Amendment
below, and without affecting Landlord’s and Tenant’s respective obligations
under Article VII of the Lease, as modified by this Amendment.”




2. Item 5 is hereby amended by adding the following:




“Term as to the 5251 California Expansion Space:




The Term as to the 5251 California Expansion Space (the “5251 Expansion
Space Term”) shall expire on October 31, 2011, subject to Landlord’s
“Recapture Right” and Tenant’s “Termination Right” (as such terms are
defined in the Second Amendment to this Lease, as modified by this
Amendment).”




3. Item 6 is hereby amended by adding the following:




“Basic Rent for the 5251 California Expansion Space: Commencing on
the Commencement Date for the 5251 California Expansion Space, the Basic
Rent for the 5251 California Expansion Space shall be Two Thousand Eight
Hundred Twenty-Nine Dollars ($2,829.00) per month, based on $1.40 per
rentable square foot.”



2









 






4. Effective as of the Commencement Date for the 5251 California Expansion Space,
Item 8 shall be deleted in its entirety and substituted therefor shall be the
following:




“8. Floor Area of Premises: Approximately 187,477 rentable square feet,
comprised of the following:


5211 California Premises — approximately 63,440 rentable square feet

5231 California Premises — approximately 53,840 rentable square feet

5241 California Premises — approximately 53,840 rentable square feet

5251 California Premises — approximately 14,336 rentable square feet

5251 California Expansion Space — approximately 2,021 rentable square feet”





5. Effective as of the Commencement Date for the 5251 California Premises, Item 15
shall be deleted in its entirety and substituted therefor shall be the following:




“15. Vehicle Parking Spaces: Six Hundred Forty-Three (643); provided that
during the 5251 Premises Term, Tenant shall be entitled to an additional
forty-eight (48) vehicle parking spaces, and during the 5251 Expansion Space
Term, Tenant shall be entitled to an additional seven (7) vehicle parking
spaces.”



     D. Condition of 5251 California Expansion Space. The warranty on the part of Landlord
contained in Section 2.4 of the Lease shall be applicable and binding on Landlord as to the 5251
California Expansion Space as of the Commencement Date for the 5251 California Expansion Space.
Provided Tenant shall notify Landlord of a non-compliance with such warranty obligation on or
before sixty (60) days following the Commencement Date for the 5251 California Expansion Space,
then 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.



     E. Right to Extend the Lease. The parties confirm and agree that Tenant’s right to
extend the Lease contained in Section 3.4 of the Lease shall not be applicable as to the 5251
California Expansion Space.



     F. Operating Expenses. Section 4.2 of the Lease is modified solely with respect to
the 5251 California Expansion Space as follows:




1. Effective as of the Commencement Date for the 5251 California Expansion Space and
only for the duration of the 5251 Expansion Space Term, “Tenant’s Share” of
“Operating Expenses” (as those terms are defined in Section 4.2 of the Lease) for
the 5251 California Expansion Space only shall be determined by multiplying the cost
of Operating Expenses items by a fraction, the numerator of which is the Floor Area
of the 5251 California Expansion Space and the denominator of which is the total
rentable square footage, as determined from time to time by Landlord, of (i) the
5251 California Building for expenses determined by Landlord to benefit or relate
substantially to the 5251 California Building exclusively, rather than the 5251
California Building and one or more additional buildings of the Project, and (ii)
the 5251 California Building and one or more additional buildings of the Project,
for expenses determined by Landlord to benefit or relate substantially to 5251
California Building and one or more additional buildings of the Project rather than
the 5251 California Building exclusively.




2. Notwithstanding Section 4.2(b) of the Lease, in lieu of a separate written
estimate of Tenant’s Share of Operating Expenses for the 5251 California Expansion
Space, the parties agree that estimated amount of Tenant’s Share of Operating
Expenses for the 5251 California Expansion Space during the Expense Recovery Period
ended June 30, 2011 shall be One Thousand One Hundred Ninety Two and 39/100 Dollars
($1,192.39) per month, based on $0.59 per rentable square foot, subject to
reconciliation of such Operating Expenses in accordance with Section 4.2(c) of the
Lease.



3









 






3. The management fee payable under the Lease for the 5251 California Expansion
Space during the 5251 Expansion Space Term shall be 3.25% of total rent (including
Basic Rent and Operating Expenses) payable under the Lease for the 5251 California
Expansion Space. Notwithstanding anything to the contrary in Section 4.2(g) of the
Lease, the inclusion of the 5251 California Expansion Space in the Building shall
not allow Landlord to (a) modify the two percent (2%) management fee payable under
the Lease for the 5211 California Premises, the 5241 California Premises or for the
5231 California Premises (nor for any other building of the Project that may be
leased in its entirety by Tenant and incorporated into the Building during the 5251
Premises Term or during the 5251 Expansion Space Term, for so long as Tenant is
maintaining all “Building Systems” in such portions of the Building as provided in
said Section 4.2(g)), nor (b) gross up the Operating Expenses of the 5251
California Building nor any other portion of the Building.



     G. Signs. Effective as of the Commencement Date for the 5251 California Expansion
Space and for the duration of the 5251 Expansion Space Term, the following provisions shall be
added as an additional paragraph at the end of Section 5.2 of the Lease (and the 5251 California
Premises signage provisions added to the Lease by previous amendment are hereby modified to
reflect the following additional signage rights of Tenant in the 5251 California Building during
the 5251 Expansion Space Term):




“Provided Tenant has not sublet substantially the entire 5251 California Expansion Space
(except pursuant to a “Permitted Transfer” as defined in the Lease), effective as of the
Commencement Date for the 5251 California Expansion Space and for the duration of the 5251
Expansion Space Term, in addition to the signage granted to Tenant pursuant to Section 5.2
of the Lease, as amended, Tenant shall have the non-exclusive right to lobby directory
signage in the first floor lobby of the 5251 California Building for the Suite, and Suite
entry signage for the 5251 California Expansion Space, subject to Landlord’s right of prior
approval that such signage is in compliance with the “Signage Criteria” (as defined in said
Section 5.2). Tenant’s signage rights for the 5251 California Expansion Space shall be
subject to terms and restrictions of this Section 5.2 set forth above.”



     H. Applicability of Certain Sections. Effective as of the Commencement Date for the
5251 California Expansion Space and for the duration of the 5251 Expansion Space Term only, the
following Sections of the Second Amendment shall be applicable to, and binding with respect to,
the 5251 California Expansion Space as well as to the 5251 California Premises: III.H
Utilities and Services; III.I Tenant’s Maintenance and
Repair; III.J Landlord’s
Maintenance and Repair; III.K Landlord’s Recapture Right; III.L Tenant’s
Termination Right; and III.M Representation and Warranty.



     I. Broker’s Commission. Article XVIII of the Lease is amended to provide that the
parties recognize Irvine Realty Company (“Landlord’s Broker”) as the broker representing Landlord
in connection with the negotiation of this Amendment, and that no broker has represented Tenant in
connection with the negotiation of this Amendment. Landlord shall be responsible for the payment
of a brokerage commission to Landlord’s Broker. The warranty and indemnity provisions of Article
XVIII of the Lease, as amended hereby, shall be binding and enforceable in connection with the
negotiation of this Amendment.



     J. Acceptance of the 5251 California Expansion Space. Subject to Landlord’s warranty
in Section III.D of this Amendment above, Tenant acknowledges that the lease of the 5251
California Expansion Space pursuant to this Amendment shall be on an “as-is” basis without further
obligation on Landlord’s part as to improvements whatsoever, except that Landlord shall paint and
carpet the 5251 California Expansion Space at its sole cost and expense prior to the Commencement
Date for the 5251 California Expansion Space.




4












 





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, Tenant represents that each individual executing this
Amendment for the corporation or partnership 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 LLC
 a Delaware limited liability company	 	 	 	BROADCOM CORPORATION,
a California corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Steven M. Case
 

	 	 	 	By
	 	/s/ Kenneth E. Venner
 

	 	 
	 

	 	Steven M. Case
 Executive Vice President
 Office Properties
	 	 	 	 	 	Kenneth E. Venner, Senior Vice President
 Corporate Services and CIO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Holly McManus
 

	 	 	 	By
	 	/s/ Eric K. Brandt
 

	 	 
	 

	 	Holly McManus, Vice President
 Operations, Office Properties
	 	 	 	 	 	Eric K. Brandt, Executive Vice President
 and Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	
	 	 	 	 	 	 	 	 






5









 





EXHIBIT A




5251 California Expansion Space 


First Floor








EXHIBIT A





1