exv10w12



 





Exhibit 10.12




FIRST AMENDMENT TO LEASE
AGREEMENT




     This FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is made and entered into as of
March 6, 2008, by and between BP MV RESEARCH PARK, LLC, a Delaware limited liability company
(“Landlord”), and CAVIUM NETWORKS, INC., a Delaware corporation (“Tenant”).



RECITALS:




     A. Landlord (as successor-in-interest to MB Technology Park, LLC, a California limited
liability company) and Tenant (successor-in-interest to Cavium Networks, a California corporation,
which was incorrectly identified in the Lease as “Cavium Networks, Inc., a California corporation”)
entered into that certain Lease Agreement dated April 15, 2005 (the “Lease”), whereby Landlord
leased to Tenant and Tenant leased from Landlord approximately 32,260 rentable square feet of space
(the “Premises”) which consist of the entire building located at 805 East Middlefield Road,
Mountain View, California (the “Building”).



     B. Tenant desires to extend the Term of the Lease, and make certain other modifications to the
Lease, and in connection therewith Landlord and Tenant desire to amend the Lease on the terms and
conditions contained herein.



AGREEMENT:




     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows.



     1. Defined Terms. All terms defined in the Lease when used herein or in the exhibits hereto
shall have the same meaning as is given such terms in the Lease unless expressly superseded by the
terms of this First Amendment.



     2. Extended Term. Landlord and Tenant hereby acknowledge and agree that the
Term is currently scheduled to expire on May 31, 2008 pursuant to the terms of the Lease.
Notwithstanding any provision to the contrary contained in the Lease, Landlord and Tenant hereby
agree that the Term shall be extended for a period of thirty-nine (39) months (the “Extended
Term”). The Extended Term shall commence on June 1, 2008 (the “Extended Term Commencement Date”)
and shall expire on August 31, 2011 (the “Extended Term Expiration Date”), unless sooner terminated
as provided in the Lease, as hereby amended.



     3. Rent.



          3.1 Base Rent. Commencing on the Extended Term Commencement Date, and continuing throughout
the remainder of the Extended Term, Tenant shall pay Base Rent for the Premises in accordance with
the following schedule:



					
	 
	 	 
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	 	[Cavium Networks, Inc.]






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Monthly Base
	 	 	 	 	 	 	 	 	 	 	Rent Per
	 	 	 	 	 	 	 	 	 	 	Rentable Square
	 	 	 	 	 	 	Monthly Installment	 	Foot of the
	Period During Extended Term	 	Annual Base Rent	 	of Base Rent	 	Premises
	June 1, 2008-July 31, 2009
	 	$	774,240.00	 	 	$	64,520.00	 	 	$	2.00	 
	August 1, 2009-July 31, 2010
	 	$	871,020.00	 	 	$	72,585.00	 	 	$	2.25	 
	August 1, 2010-August 31, 2011
	 	$	967,800.00	 	 	$	80,650.00	 	 	$	2.50	 






     
     3.2 Abated
Base Rent. Notwithstanding anything in Section 3.1 above to the contrary, provided
that Tenant is not in default under the Lease, as hereby amended, beyond any applicable notice and
cure period set forth in the Lease, as amended, Tenant shall not be obligated to pay an amount
equal to One Hundred Sixty-One Thousand Three Hundred and No/100 Dollars ($161,300.00), in the
aggregate, of the Base Rent due under the Lease, as hereby amended, for the full months of June,
July, 2008 and for the period of August 1-15, 2008 (the “Base Rent Abatement Period”). The
foregoing Base Rent abatement right set forth in this Section 3.2 has been granted to Tenant as
additional consideration for Tenant’s agreement to enter into this First Amendment and comply with
the terms and conditions otherwise required under the Lease, as hereby amended. If Tenant shall be
in default under the Lease, as amended, and shall fail to cure such default within the time, if
any, permitted for cure pursuant to the Lease, as amended, then in addition to any other remedies
Landlord may have under the Lease, as amended, Landlord may, at its option, elect by delivery of
written notice to Tenant, one or both of the following remedies: (x) Tenant shall immediately
become obligated to pay to Landlord all Base Rent previously abated hereunder as of such default,
with interest on such amounts as provided pursuant to the Lease, as amended, from the date such
Base Rent would have otherwise been due but for the Base Rent abatement provided herein; or (y) the
unexpired portion of the Base Rent Abatement Period as of the expiration of any applicable notice
and cure period set forth in the Lease, as amended, following such default, shall be moved to the
end of the Extended Term (provided that such abatement shall not exceed One Hundred Sixty-One
Thousand Three Hundred and No/100 Dollars ($161,300.00), in the aggregate) and Tenant shall
immediately be obligated to begin paying the Base Rent due for the Premises at the full amounts of
the monthly installments therefor set forth above. The foregoing Base Rent abatement right set
forth in this Section 3.2 shall be personal to the originally named Tenant under this First
Amendment (“Original Tenant”) and may only be exercised by the Original Tenant (and not any
assignee, or any subtenant or other transferee of the Original Tenant’s interest in the Lease, as
amended).



     4. “As-Is” Condition. Tenant hereby acknowledges and agrees that Tenant has been and is in
occupancy of the Premises as of the date hereof and that Tenant shall continue to accept the
Premises during the Extended Term in its currently existing, “as is” condition, and that Landlord
shall not be obligated to provide or pay for any improvement work or services related to the
improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of
Landlord has made any representation or warranty regarding the
condition of the Premises or with respect to the suitability of the Premises for the conduct
of Tenant’s business.




					
	 
	 	 
	 	805 Middlefield Road
	 
	 	 	 	First Amendment
	 
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	 	[Cavium Networks, Inc.]






 









 





     5. 
Security Deposit. Landlord and Tenant acknowledge that, in
accordance with Article 4 of
the Lease, Tenant has previously delivered the sum of Fifty-Two Thousand and No/100 Dollars
($52,000.00) (the “Existing Security Deposit”) to Landlord as security for the faithful performance
by Tenant of the terms, covenants and conditions of the Lease. Concurrently with Tenant’s execution
of this First Amendment, Tenant shall deposit with Landlord an amount equal to Twenty-Eight
Thousand Six Hundred Fifty and No/100 Dollars
($28,650.00) to be held by Landlord as a part of the Security Deposit. To the extent that the total
amount held by Landlord at any time as security for the Lease, as hereby amended, is less than
Eighty Thousand Six Hundred Fifty and No/100 Dollars ($80,650.00), Tenant shall pay the difference
to Landlord within five (5) days following Tenant’s receipt of notice thereof from Landlord. Tenant
hereby waives the provisions of Section 1950.7 of the California Civil Code and all other
provisions of law, now or hereafter in effect, which (i) establish the time frame by which a
landlord must refund a security deposit under a lease, and/or (ii) provide that a landlord may
claim from a security deposit only those sums reasonably necessary to remedy defaults in the
payment of rent, to repair damage caused by a tenant or to clean the premises, it being agreed that
Landlord may, in addition, claim those sums specified in this Article 4 of the Lease and/or those
sums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant’s default
of the Lease, as amended, including, but not limited to, all damages or rent due upon termination
of the Lease, as amended, pursuant to Section 1951.2 of the California Civil Code.



6. Tenant’s
Indemnity and Insurance.



          6.1 Tenant’s Indemnity.



               6.1.1 Indemnity. All references to and the definition of “Indemnitees” in the Lease are hereby
replaced with reference to, and the meaning of, the “Landlord Parties,” as that term is defined in
Section 6.13 of this First Amendment.



               6.1.2 Subtenants
and other occupants. Tenant shall require its subtenants and other occupants
of the Premises to provide similar indemnities to the Landlord Parties in a form acceptable to
Landlord.



               6.1.3 Survival. The terms of this Section and Section 14 of the Lease shall survive any
termination or expiration of the Lease, as amended.



          6.2 Tenant’s Risk. Tenant agrees to use and occupy the Premises, and to use such other
portions of the Building(s) and the Park as Tenant is given the right to use by the Lease, as
amended, at Tenant’s own risk. The Landlord Parties shall not be liable to the Tenant Parties for
any damage, injury, loss, compensation, or claim (including, but not limited to, claims for the
interruption of or loss to a Tenant Party’s business) based on, arising out of or resulting from
any cause whatsoever, including, but not limited to, any fire, robbery, theft, mysterious
disappearance, or any other crime or casualty, the actions of any other tenants of the Building(s)
or of any other person or persons, or any leakage in any part or portion of the Premises or the
Building(s) or the Park, or from water, rain or snow that may
leak into, or flow from any part of the Premises or the Building(s) or the Park, or from
drains, pipes or plumbing fixtures in the Building(s) or the Park. Any goods, property or personal
effects stored or placed in or about the Premises shall be at the sole risk of the Tenant Party,
and neither the Landlord Parties nor their insurers shall in any manner be held responsible
therefor. The Landlord Parties




					
	 
	 	 
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	 	[Cavium Networks, Inc.]







 









 




shall not be responsible or liable to a Tenant Party, or to those claiming by, through or under a
Tenant Party, for any loss or damage that may be occasioned by or through the acts or omissions of
persons occupying adjoining premises or any part of the premises adjacent to or connecting with the
Premises or any part of the Building(s) or otherwise. The provisions of this section shall be
applicable until the expiration or earlier termination of the Term, and during such further period
as Tenant may use or be in occupancy of any part of the Premises or of the Building(s).




          6.3 Tenant’s
Commercial General Liability Insurance. Tenant agrees to maintain in full force
on or before the Extended Term Commencement Date and continuing throughout the Extended Term, and
thereafter, for so long as Tenant is in occupancy of any part of the Premises, a policy of
commercial general liability insurance, on an occurrence basis, issued on a form at least as broad
as Insurance Services Office (“ISO”) Commercial General Liability Coverage “occurrence” form CG 00
01 10 01 or another ISO Commercial General Liability “occurrence” form providing equivalent
coverage. Such insurance shall include broad form contractual liability coverage, specifically
covering but not limited to the indemnification obligations undertaken by Tenant in the Lease, as
amended. The minimum limits of liability of such insurance shall be $5,000,000 per occurrence.



          6.4 Tenant’s
Property Insurance. Tenant shall maintain at all times during the Extended Term
of the Lease business interruption insurance and insurance against loss or damage covered by the
so-called “all risk” type insurance coverage with respect to Tenant’s property, fixtures,
furniture, equipment, machinery, goods, supplies, wares and merchandise, and all alterations,
improvements and other modifications made by or on behalf of the Tenant in the Premises, and other
property of Tenant located at the Premises, except to the extent paid for by Landlord (collectively
“Tenant’s Property”). The business interruption insurance required by this section shall be in
minimum amounts typically carried by prudent tenants engaged in similar operations, but in no event
shall be in an amount less than twelve (12) months of the Base Rent then in effect during the
Extended Term of the Lease. The “all risk” insurance required by this section shall be in an amount
at least equal to the full replacement cost of Tenant’s Property. In addition, during such time as
Tenant is performing work in or to the Premises, Tenant, at Tenant’s expense, shall also maintain,
or shall cause its contractor(s) to maintain, builder’s risk insurance for the full insurable value
of such work. Landlord and such additional persons or entities as Landlord may reasonably request
shall be named as loss payees, as their interests may appear, on the policy or policies required by
this section. In the event of loss or damage covered by the “all risk” insurance required by this
section, the responsibilities for repairing or restoring the loss or damage shall be determined in
accordance with Article 27 of the Lease. To the extent that Landlord is obligated to pay for the
repair or restoration of the loss or damage covered by the policy, Landlord shall be paid the
proceeds of the “all risk” insurance covering the loss or damage. To the extent Tenant is obligated
to pay for the repair or restoration of the loss or damage, covered by the policy, Tenant shall be
paid the proceeds of the “all risk” insurance covering the loss or damage. If
both Landlord and Tenant are obligated to pay for the repair or restoration of the loss or
damage covered by the policy, the insurance proceeds shall be paid to each of them in the pro rata
proportion of their obligations to repair or restore the loss or damage. If the loss or damage is
not repaired or restored (for example, if the Lease, as amended, is terminated pursuant to Article
27 of the Lease), the insurance proceeds shall be paid to Landlord and Tenant in the pro rata
proportion of their relative contributions to the cost of the leasehold improvements covered by the
policy.



					
	 
	 	 
	 	805 Middlefield Road
	 
	 	 	 	First Amendment
	 
	 	-4-
	 	[Cavium Networks, Inc.]






 









 





          6.5 Tenant’s
Other Insurance. Throughout the Extended Term, Tenant shall obtain and maintain
(1) comprehensive automobile liability insurance (covering any automobiles owned or operated by
Tenant) issued on a form at least as broad as ISO Business Auto Coverage form CA 00 01 07 97 or
other form providing equivalent coverage; (2) worker’s compensation insurance or participation in a
monopolistic state workers’ compensation fund; and (3) employer’s liability insurance or (in a
monopolistic state) Stop Gap Liability insurance. Such automobile liability insurance shall be in
an amount not less than One Million Dollars
($1,000,000) for each accident. Such worker’s compensation insurance shall carry minimum limits as
defined by the law of the jurisdiction in which the Premises are located (as the same may be
amended from time to time). Such employer’s liability insurance shall be in an amount not less than
One Million Dollars ($1,000,000) for each accident, One Million Dollars
($1,000,000) disease-policy limit, and One Million Dollars ($1,000,000) disease-each employee.



          6.6 Requirements
For Insurance. All insurance required to be maintained by Tenant pursuant to
the Lease, as amended, shall be maintained with responsible companies that are admitted to do
business, and are in good standing, in the jurisdiction in which the Premises are located and that
have a rating of at least “A” and are within a financial size category of not less than “Class X”
in the most current Best’s Key Rating Guide or such similar rating as may be reasonably selected by
Landlord. All such insurance shall: (1) be acceptable in form and content to Landlord; (2) be
primary and noncontributory; and (3) contain an endorsement prohibiting cancellation, failure to
renew, reduction of amount of insurance, or change in coverage without the insurer first giving
Landlord ten (10) days’ prior written notice of such proposed action. No such policy shall contain
any deductible greater than $25,000. Such deductibles shall be deemed to be “insurance” for
purposes of the waiver in Section 6.13 below. Landlord reserves the right from time to time to
require Tenant to obtain higher minimum amounts of insurance based on such limits as are
customarily carried with respect to similar properties in the area in which the Premises are
located. The minimum amounts of insurance required by the Lease, as amended, shall not be reduced
by the payment of claims or for any other reason. In the event Tenant shall fail to obtain or
maintain any insurance meeting the requirements of this Section, or to deliver such policies or
certificates as required by this Section, Landlord may, at its option, on five (5) days notice to
Tenant, procure such policies for the account of Tenant, and the cost thereof shall be paid to
Landlord within five (5) days after delivery to Tenant of bills therefor.



          6.7 Additional
Insureds. The commercial general liability and auto insurance carried by Tenant
pursuant to the Lease, as amended, shall name Landlord, Landlord’s managing agent, and such other
Persons as Landlord may reasonably request from time to
time as additional insureds with respect to liability arising out of or related to the Lease,
as amended, or the operations of Tenant (collectively “Additional Insureds”). Such insurance shall
provide primary coverage without contribution from any other insurance carried by or for the
benefit of Landlord, Landlord’s managing agent, or other Additional Insureds. Such insurance shall
also waive any right of subrogation against each Additional Insured.



          6.8 Certificates
of Insurance. On or before the Extended Term Commencement Date, Tenant shall
furnish Landlord with certificates evidencing the insurance coverage required by the Lease, as
amended, and renewal certificates shall be furnished to Landlord at least annually thereafter, and
at least ten (10) days prior to the expiration date of each policy for which a certificate was
furnished. (An acceptable form of such a certificate is attached as Exhibit A.) In jurisdictions
requiring mandatory participation in a monopolistic state



					
	 
	 	 
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workers’ compensation fund, the insurance certificate requirements for the coverage required for
workers’ compensation will be satisfied by a letter from the appropriate state agency confirming
participation in accordance with statutory requirements. Such current participation letters
required by this Section shall be provided every six (6) months for the duration of the Lease, as
amended. Failure by the Tenant to provide the certificates or letters required by this Section
shall not be deemed to be a waiver of the requirements in this Section. Upon request by Landlord, a
true and complete copy of any insurance policy required by the Lease, as amended, shall be
delivered to Landlord within ten (10) days following Landlord’s request.




          6.9 Subtenants
And Other Occupants. Tenant shall require its subtenants and other occupants of
the Premises to provide written documentation evidencing the obligation of such subtenant or other
occupant to indemnify the Landlord Parties to the same extent that Tenant is required to indemnify
the Landlord Parties pursuant to Section 14 of the Lease, and to maintain insurance that meets the
requirements of this Section, and otherwise to comply with the requirements of this Section. Tenant
shall require all such subtenants and occupants to supply certificates of insurance evidencing that
the insurance requirements of this Section have been met and shall forward such certificates to
Landlord on or before the earlier of (i) the date on which the subtenant or other occupant or any
of their respective direct or indirect partners, officers, shareholders, directors, members,
trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents, invitees
or representatives first enters the Premises or (ii) the commencement of the sublease. Tenant shall
be responsible for identifying and remedying any deficiencies in such certificates or policy
provisions.



          6.10 No Violation Of Building Policies. Tenant shall not commit or permit any violation of the
policies of fire, boiler, sprinkler, water damage or other insurance covering the Park and/or the
fixtures, equipment and property therein carried by Landlord, or do or permit anything to be done,
or keep or permit anything to be kept, in the Premises, which in case of any of the foregoing (i)
would result in termination of any such policies, (ii) would adversely affect Landlord’s right of
recovery under any of such policies, or (iii) would result in reputable and independent insurance
companies refusing to insure the Park or the property of Landlord in amounts reasonably
satisfactory to Landlord.



          6.11 Tenant To Pay Premium Increases. If, because of anything done, caused or permitted to be
done, or omitted by Tenant (or its subtenant or other occupants of
the Premises), the rates for liability, fire, boiler, sprinkler, water damage or other
insurance on the Park or on the property and equipment of Landlord or any other tenant or subtenant
in the Building(s) shall be higher than they otherwise would be, Tenant shall reimburse Landlord
and/or the other tenants and subtenants in the Building(s) for the additional insurance premiums
thereafter paid by Landlord or by any of the other tenants and subtenants in the Building(s) which
shall have been charged because of the aforesaid reasons, such reimbursement to be made from time
to time on Landlord’s demand.



          6.12 Landlord’s Insurance.



               6.12.1 Required insurance. Landlord shall maintain insurance against loss or damage with
respect to the Building(s) on an “all risk” type insurance form, with customary exceptions, subject
to such deductibles as Landlord may determine, in an amount equal to at least the replacement value
of the Building(s). Landlord shall also maintain such



					
	 
	 	 
	 	805 Middlefield Road
	 
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	 	-6-
	 	[Cavium Networks, Inc.]






 









 




insurance with respect to any improvements, alterations, and fixtures of Tenant located at the
Premises to the extent paid for by Landlord. The cost of such insurance shall be treated as a part
of Operating Expenses. Such insurance shall be maintained with an insurance company selected by
Landlord. Payment for losses thereunder shall be made solely to Landlord.




               6.12.2 Optional insurance. Landlord may maintain such additional insurance with respect to the
Building(s) and the Park, including, without limitation, earthquake insurance, terrorism insurance,
flood insurance, liability insurance and/or rent insurance, as Landlord may in its sole discretion
elect. Landlord may also maintain such other insurance as may from time to time be required by
Landlord’s Mortgagee. The cost of all such additional insurance shall also be part of the Operating
Expenses.



               6.12.3 Blanket and self-insurance. Any or all of Landlord’s insurance may be provided by
blanket coverage maintained by Landlord or any affiliate of Landlord under its insurance program
for its portfolio of properties, or by Landlord or any affiliate of Landlord under a program of
self-insurance, and in such event Operating Expenses shall include the portion of the reasonable
cost of blanket insurance or self-insurance that is allocated to the Building(s).



               6.12.4 No obligation. Landlord shall not be obligated to insure, and shall not assume any
liability of risk of loss for, Tenant’s Property, including any such property or work of tenant’s
subtenants or occupants. Landlord will also have no obligation to carry insurance against, nor be
responsible for, any loss suffered by Tenant, subtenants or other occupants due to interruption of
Tenant’s or any subtenant’s or occupant’s business.



          6.13 Waiver Of Subrogation. The parties hereto waive and release any and all rights of
recovery against the other, and agree not to seek to recover from the other or to make any claim
against the other, and in the case of Landlord, against all Tenant Parties, and in the case of
Tenant, against all Landlord Parties, for any loss or damage incurred by the waiving/releasing
party to the extent such loss or damage is insured under any insurance policy required by the
Lease, as amended, or which would have been so insured had the party carried the insurance it was
required to carry hereunder. Tenant shall obtain from its subtenants and other occupants of the
Premises a similar waiver and release of claims against Tenant and/or Landlord. In addition, the
parties hereto (and in the case of Tenant, its subtenants and other occupants of the Premises)
shall procure an appropriate clause in, or
endorsement on, any insurance policy required by the Lease, as amended, pursuant to which the
insurance company waives subrogation. The insurance policies required by the Lease, as amended,
shall contain no provision that would invalidate or restrict the parties’ waiver and release of the
rights of recovery in this section. The parties hereto covenant that no insurer shall hold any
right of subrogation against the parties hereto by virtue of such insurance policy.



     The term “Landlord Party” or “Landlord Parties” shall mean Landlord, any affiliate of
Landlord, Landlord’s managing agents for the Building(s), each Landlord’s Mortgagee, and each of
their respective direct or indirect partners, officers, shareholders, directors, members, trustees,
beneficiaries, servants, employees, principals, contractors, licensees, agents or representatives.
For the purposes of this First Amendment, notwithstanding anything set forth in the Lease, as
amended, to the contrary, the term “Tenant Party” or “Tenant Parties” shall mean Tenant, any
affiliate of Tenant, any permitted subtenant or any other permitted occupant of the Premises, and



					
	 
	 	 
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	 	[Cavium Networks, Inc.]






 









 




each of their respective direct or indirect partners, officers, shareholders, directors, members,
trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents, invitees
or representatives.




          6.14 Tenant’s Work. During such times as Tenant is performing work or having work or services
performed in or to the Premises, Tenant shall require its contractors, and their subcontractors of
all tiers, to obtain and maintain commercial general liability, automobile, workers compensation,
employer’s liability, builder’s risk, and equipment/property insurance in such amounts and on such
terms as are customarily required of such contractors and subcontractors on similar projects. The
amounts and terms of all such insurance are subject to Landlord’s written approval, which approval
shall not be unreasonably withheld. The commercial general liability and auto insurance carried by
Tenant’s contractors and their subcontractors of all tiers pursuant to this section shall name
Landlord, Landlord’s managing agent, and such other Additional Insureds named by Landlord from time
to time. Such insurance shall provide primary coverage without contribution from any other
insurance carried by or for the benefit of Landlord, Landlord’s managing agent, or other Additional
Insureds. Such insurance shall also waive any right of subrogation against each Additional Insured.
Tenant shall obtain and submit to Landlord, prior to the earlier of (i) the entry onto the Premises
by such contractors or subcontractors or (ii) commencement of the work or services, certificates of
insurance evidencing compliance with the requirements of this section.



     7. Option Term.



          7.1 Option Right. Landlord hereby grants to the Original Tenant, and any “Permitted
Transferee,” as that term is defined in Section 15.7 of the Lease, one (1) option to extend the
Extended Term for a period of three (3) years (the “Option Term”), which option shall be
irrevocably exercised only by written notice delivered by Tenant to Landlord not earlier than
August 31, 2010 and not later than November 30, 2010, provided that the following conditions (the
“Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in
default under the Lease, as amended; (ii) as of the end of the Extended Term, Tenant is not in
default under the Lease, as amended, beyond any applicable notice and cure period; (iii) Tenant has
not previously been in default under the Lease, as
amended, beyond any applicable notice and cure period, more than once; and (iv) the Lease, as
amended, then remains in full force and effect and Original Tenant or a Permitted Transferee
occupies the entire Premises at the time the option to extend is exercised and as of the
commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole
and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise
properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of
such option to extend, and provided that Tenant satisfies all of the Option Conditions (except
those, if any, which are waived by Landlord), the Extended Term, as it applies to the entire
Premises, shall be extended for a period of three (3) years. The rights contained in this
Section
7 shall be personal to Original Tenant and any Permitted Transferee and may be exercised by
Original Tenant or a Permitted Transferee only (and not by any other assignee, sublessee or
transferee of Tenant’s interest in the Lease, as amended).



          7.2 Option Rent. The annual Rent payable by Tenant during the Option Term (the “Option Rent”)
shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as of
the commencement date of the Option Term. The “Fair Rental



					
	 
	 	 
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Value,” as used in this First Amendment shall be equal to the annual rent per rentable square foot,
including all escalations, at which tenants (pursuant to leases consummated within the twelve (12)
month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered,
non-equity space which is not significantly greater or smaller in size than the subject space, for
a comparable lease term, in an arm’s length transaction, which comparable space is located in
buildings within the Park and the comparable office buildings located in the Mountain View,
California area (“Comparable Buildings”) (transactions satisfying the foregoing criteria shall be
known as the “Comparable Transactions”), taking into consideration the following concessions (the
“Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection
with such comparable space; (b) tenant improvements or allowances provided or to be provided for
such comparable space, and taking into account the value, if any, of the existing improvements in
the subject space, such value to be based upon the age, condition, design, quality of finishes and
layout of the improvements and the extent to which the same can be utilized by a general office
user other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in
connection with such comparable space; provided, however, that in calculating the Fair Rental
Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a
real estate brokerage commission in connection with Tenant’s exercise of its right to extend the
Extended Term, or the fact that landlords are or are not paying real estate brokerage commissions
in connection with such comparable space, and (ii) any period of rental abatement, if any, granted
to tenants in comparable transactions in connection with the design, permitting and construction of
tenant improvements in such comparable spaces. The Fair Rental Value shall additionally include a
determination as to whether, and if so to what extent, Tenant must provide Landlord with financial
security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with
Tenant’s lease of the Premises during the Option Term. Such determination shall be made by
reviewing the extent of financial security then generally being imposed in Comparable Transactions
from tenants of comparable financial condition and credit history to the then existing financial
condition and credit history of Tenant (with appropriate adjustments to account for differences in
the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall
be reflected in the effective rental rate (which effective rental rate shall take into
consideration
the total dollar value of such Concessions as amortized on a straight-line basis over the
applicable term of the Comparable Transaction (in which case such Concessions evidenced in the
effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s
election, all such Concessions shall be granted to Tenant in kind. Notwithstanding anything to the
contrary contained in this Section 7.2 above, if there are not a sufficient number of Comparable
Transactions with a comparable lease term to the Option Term (i.e. three (3) years) to determine
the Fair Rental Value for a lease of such duration, then the Fair Rental Value for purposes of this
Section 7.2 shall be equal to that of Comparable Transactions with a term of five (5) years,
provided that the Concessions shall be appropriately prorated on a fractional basis to account for
the shorter term of lease.




          7.3 Determination of Option Rent. In the event Tenant timely and appropriately exercises the
option to extend the Extended Term, Landlord shall notify Tenant of Landlord’s determination of the
Option Rent on or before the Extended Term Expiration Date. If Tenant, on or before the date which
is thirty (30) days following the date upon which Tenant receives Landlord’s determination of the
Option Rent, in good faith objects to Landlord’s determination of the Option Rent, then Landlord
and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If
Landlord and Tenant fail to reach agreement



					
	 
	 	 
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within thirty (30) days following Tenant’s objection to the Option Rent (the “Outside Agreement
Date”), then each party shall make a separate determination of the Option Rent, as the case may be,
within five (5) days, and such determinations shall be submitted to arbitration in accordance with
Sections 7.3.1 through 7.3.7, below.




               7.3.1 Landlord and Tenant shall each appoint one arbitrator who shall be, at the option of the
appointing party, a real estate broker, appraiser or attorney who shall have been active over the
five (5) year period ending on the date of such appointment in the leasing or appraisal, as the
case may be, of commercial office buildings in the area of Mountain View, California. The
determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or
Tenant’s submitted Option Rent is the closest to the actual Option Rent, taking into account the
requirements of Section 7.2 of this First Amendment, as determined by the arbitrators. Each such
arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. Landlord
and Tenant may consult with their selected arbitrators prior to appointment and may select an
arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord
and Tenant shall be deemed “Advocate Arbitrators.”



               7.3.2 The two (2) Advocate Arbitrators so appointed shall be specifically required pursuant to
an engagement letter within ten (10) business days of the date of the appointment of the last
appointed Advocate Arbitrator to agree upon and appoint a third arbitrator (“Neutral Arbitrator”)
who shall be qualified under the same criteria set forth hereinabove for qualification of the two
Advocate Arbitrators, except that neither the Landlord or Tenant or either parties’ Advocate
Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior or subsequent to
his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly
prepared by Landlord’s counsel and Tenant’s counsel.



               7.3.3 The three arbitrators shall, within thirty (30) days of the appointment of the Neutral
Arbitrator, reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted
Option Rent, and shall notify Landlord and Tenant thereof.



               7.3.4 The decision of the majority of the three arbitrators shall be binding upon Landlord and
Tenant.



               7.3.5 If either Landlord or Tenant fails to appoint an Advocate Arbitrator within fifteen (15)
days after the Outside Agreement Date, then either party may petition the presiding judge of the
Superior Court of Santa Clara County to appoint such Advocate Arbitrator subject to the criteria in
Section 7.3.1 of this First Amendment, or if he or she refuses to act, either party may petition
any judge having jurisdiction over the parties to appoint such Advocate Arbitrator.



               7.3.6 If the two (2) Advocate Arbitrators fail to agree upon and appoint the Neutral
Arbitrator, then either party may petition the presiding judge of the Superior Court of Santa Clara
County to appoint the Neutral Arbitrator, subject to criteria in Section 7.3.2 of this First
Amendment, or if he or she refuses to act, either party may petition any judge having jurisdiction
over the parties to appoint such arbitrator.



               7.3.7 The cost of the arbitration shall be paid by Landlord and Tenant equally.



					
	 
	 	 
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     In the event that the Option Rent shall not have been determined pursuant to the terms hereof
prior to the commencement of the Option Term, Tenant shall be required to pay the Option Rent
initially provided by Landlord to Tenant, and upon the final determination of the Option Rent, the
payments made by Tenant shall be reconciled with the actual amounts of Option Rent due, and the
appropriate party shall make any corresponding payment to the other party.



     8. Consequential Damages. Notwithstanding any provision to the contrary contained in the
Lease, as amended, neither Landlord any of the Landlord Parties shall be liable under any
circumstances for injury or damage to, or interference with, Tenant’s business, including but not
limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of
goodwill or loss of use, in each case, however occurring.



     9. Audit Right. Notwithstanding anything to the contrary contained in Section 6.5 of the
Lease, Landlord and Tenant hereby agree that, effective as of the date hereof, the rights set forth
in Section 6.5 of the Lease may be exercised by Tenant only if as of the date of Tenant’s timely
and proper request for an audit, Tenant is not in default under the Lease, as amended.



     10. Patriot Act and Executive Order 13224. As an inducement to Landlord to enter into this
First Amendment, Tenant hereby represents and warrants that: (i) Tenant is not, nor is it owned or
controlled directly or indirectly by, any person, group, entity or nation named on any list issued
by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”)
pursuant to Executive Order 13224 or any similar list or any law, order, rule or regulation or any
Executive Order of the President of the United States as a terrorist, “Specially Designated
National and Blocked Person” or other banned or blocked person (any such person, group, entity or
nation being hereinafter referred to as a
“Prohibited Person”); (ii) Tenant is not (nor is it owned or controlled, directly or
indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or
on behalf of any Prohibited Person; and (iii) from and after the effective date of the above
referenced Executive Order, neither Tenant (nor any person, group, entity or nation which owns or
controls Tenant, directly or indirectly) has conducted or will conduct business or has engaged or
will engage in any transaction or dealing with any Prohibited Person, including without limitation
any assignment of the Lease, as hereby amended, or any subletting of all or any portion of the
Premises or the making or receiving of any contribution of funds, goods or services to or for the
benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation.
In connection with the foregoing, it is expressly understood and agreed that (y) any breach by
Tenant of the foregoing representations and warranties shall be deemed a default by Tenant under
the Lease, as amended, and shall be covered by the indemnity provisions of Section 14 of the Lease,
and (z) the representations and warranties contained in this Section 10 shall be continuing in
nature and shall survive the expiration or earlier termination of the Lease, as hereby amended.



     11. Notices. Notwithstanding anything to the contrary contained in the Lease, as of the date
of this First Amendment, any notices to Landlord must be sent, transmitted, or delivered, as the
case may be, to the following addresses:



					
	 
	 	 
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              Boston
Properties Limited Partnership

               
     Four Embarcadero Center

              
       Lobby Level, Suite One 

              
      San Francisco, California 94111


              
      Attention: Mr. Bob Pester



                    and




     
               
Boston Properties, Inc.

              
      Prudential Center Tower 

              
      800 Boylston Street, Suite 1900

            
        Boston, Massachusetts 02199

            
        Attention: General Counsel




                    and




      
              Boston
Properties Limited Partnership

               
     Four Embarcadero Center 

              
      Lobby Level, Suite One 

              
      San Francisco, California 94111

              
       Attention: Regional Counsel




                    and




     
               Allen
Matkins Leck Gamble Mallory & Natsis LLP 

            
        1901 Avenue of the
Stars, Suite 1800 

            
        Los Angeles, California 90067

            
        
Attention: Anton N. Natsis, Esq.




     12. Broker. Landlord and Tenant hereby warrant to each other that they have had no dealings
with any real estate broker or agent in connection with the negotiation of this First
Amendment excepting only Cornish & Carey Commercial and Colliers International (the
“Brokers”), and that they know of no other real estate broker or agent who is entitled to a
commission in connection with this First Amendment. Each party agrees to indemnify and defend the
other party against and hold the other party harmless from any and all claims, demands, losses,
liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable
attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be
owing on account of any dealings with any real estate broker or agent occurring by, through, or
under the indemnifying party other than the Brokers. The terms of this Section 12 shall survive the
expiration or earlier termination of the Lease.



     13. Use of Premises. The first sentence of Section 9.1 of the Lease is hereby amended and
restated in its entirety as follows:




“The Premises are to be used solely for the uses stated in the Basic Lease
Information and for no other purposes without Landlord’s prior written consent,
which consent may be given or withheld in Landlord’s sole discretion.”



     14. Development of the Park.



					
	 
	 	 
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          14.1 Subdivision. Landlord reserves the right to further subdivide all or a portion of the
Park. Tenant agrees to execute and deliver, upon demand by Landlord and in the form requested by
Landlord, any additional documents needed to conform the Lease, as amended, to the circumstances
resulting from such subdivision.



          14.2 The Other Improvements. If portions of the Park or property adjacent to the Park
(collectively, the “Other Improvements”) are owned by an entity other than Landlord, Landlord, at
its option, may enter into an agreement with the owner or owners of any or all of the Other
Improvements to provide (i) for reciprocal rights of access and/or use of the Park and the Other
Improvements, (ii) for the common management, operation, maintenance, improvement and/or repair of
all or any portion of the Park and the Other Improvements, (iii) for the allocation of a portion of
the Operating Expenses and Taxes to the Other Improvements and the Operating Expenses and Taxes for
the Other Improvements to the Park, and (iv) for the use or improvement of the Other Improvements
and/or the Park in connection with the improvement, construction, and/or excavation of the Other
Improvements and/or the Park. Nothing contained herein shall be deemed or construed to limit or
otherwise affect Landlord’s right to convey all or any portion of the Park or any other of
Landlord’s rights described in the Lease, as amended.



          14.3 Construction of the Park and Other Improvements. Tenant acknowledges that portions of
the Park and/or the Other Improvements may be under construction during Tenant’s occupancy of the
Premises during the Extended Term, and that such construction may result in levels of noise, dust,
odor, obstruction of access, etc. which are in excess of that present in a fully constructed
project. Tenant hereby waives any and all rent offsets or claims of constructive eviction which
may arise in connection with such construction.



     15. Building and Park Renovations. It is specifically understood and agreed that Landlord has
no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the
Premises, Building, or the Park or any part thereof and that no
representations respecting the condition of the Premises, the Building, or the Park have been
made by Landlord to Tenant; provided, however, Landlord hereby acknowledges that it intends to
paint the exterior of the Building (the “Building Painting”) and agrees that the costs, fees and
expenses incurred by Landlord in connection with such Building Painting shall not be included
Operating Expenses. In addition, Tenant hereby acknowledges that Landlord is currently renovating
or may during the Extended Term renovate, improve, alter, or modify (collectively, the
“Renovations”) the Park, the Building and/or the Premises. Provided that Landlord diligently
pursues, in a commercially reasonable manner, such Renovations to completion once commenced, Tenant
hereby agrees that such Renovations shall in no way constitute a constructive eviction of Tenant
nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility and shall not be
liable to Tenant for any injury to or interference with Tenant’s business arising from the
Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of
the use of the whole or any part of the Premises or of Tenant’s personal property or improvements
resulting from the Renovations, or for any inconvenience or annoyance occasioned by such
Renovations. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord, in its sole
and absolute discretion, elects to construct any new buildings or other improvements in the Park
(collectively, “Additional Improvements”), or elects to demolish or to otherwise remove any
existing buildings or other improvements from the Park (collectively, “Removed Improvements”), then
the addition of any such Additional Improvements, or the removal of any such Removed Improvements,
shall not cause any new



					
	 
	 	 
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category of Operating Expenses or Taxes to be billed to Tenant, or materially increase Tenant’s
Share of Operating Costs or Tenant’s Share of Taxes, or otherwise materially reduce Tenant’s rights
under this Lease or materially interfere with Tenant’s access to, and/or use of the Premises.




     16. Deletions. Sections 2.2 (Option to Extend), 12 (Insurance) and 13 (Waiver of Subrogation)
of the Lease are hereby deleted in their entirety and are of no further force or effect.



     17. No Further Modification. Except as specifically set forth in this First Amendment, all of
the terms and provisions of the Lease shall remain unmodified and in full force and effect. In the
event of any conflict between the terms and conditions of the Lease, and the terms and conditions
of this First Amendment, the terms and conditions of this First Amendment shall prevail.



[signatures on next page]




					
	 
	 	 
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     IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above
written.



	 	 	 	 	 
	 	“Landlord”:



BP MV RESEARCH PARK LLC,

a Delaware limited liability company

 	 
	 	By:  	BP OFFICE FUND REIT, INC.,
 	 
	 	 	a Maryland corporation, 	 
	 	 	its sole member and manager 	 
	 	 	 
	 	By:  	/s/ Rod C. Diehl
 	 
	 	 	Name:  	ROD C. DIEHL 	 
	 	 	Title:  	SENIOR VICE PRESIDENT, LEASING 	 
	 
	 	“Tenant”:



CAVIUM NETWORKS, INC,

a Delaware corporation

 	 
	 	By:  	/s/ Arthur Chadwick
 	 
	 	 	Name:  	Arthur Chadwick 	 
	 	 	Title:  	CFO 	 
	 	 	 
	 	By:  	/s/ Syed Ali
 	 
	 	 	Name:  	Syed Ali 	 
	 	 	Title:  	President, CEO 	 
	 


PLEASE NOTE: THIS AMENDMENT MUST BE EXECUTED BY EITHER (I) BOTH (A) THE CHAIRMAN OF THE BOARD, THE
PRESIDENT OR ANY VICE PRESIDENT OF TENANT, AND (B) THE SECRETARY, ANY ASSISTANT SECRETARY, THE
CHIEF FINANCIAL OFFICER, OR ANY ASSISTANT TREASURER OF TENANT; OR (II) AN AUTHORIZED SIGNATORY OF
TENANT PURSUANT TO A CERTIFIED CORPORATE RESOLUTION, A COPY OF WHICH SHOULD BE DELIVERED WITH THE
EXECUTED ORIGINALS.




					
	 	 	 	 	 
	 
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EXHIBIT A




ACCEPTABLE FORM OF INSURANCE









	 	 	 	 	 	 
	 ACORDTM     CERTIFICATE OF LIABILITY INSURANCE	DATE (MM/DD/YY)
	 	 	 	 
	 PRODUCER	 	 	THIS CERTIFICATE IS ISSUED AS A MATTER OF
INFORMATION ONLY AND CONFERS NO RIGHTS
UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.

	 	 	 	 
	 	 	 	COMPANIES AFFORDING COVERAGE
	 	 	 	 
	 

	 	 	COMPANY	 	 
	 109722-ALL-GL-06-07

	 	 	     A	 	 
	 	 	 	 
	 INSURED

	 	 	COMPANY	 	 
	 

	 	 	     B	 	 
	 	 	 	 
	 

	 	 	COMPANY	 	 
	 

	 	 	     C	 	 
	 	 	 	 
	 

	 	 	COMPANY	 	 
	 

	 	 	     D	 	 
	 	 	 	 
	 COVERAGES                              
This certificate supersedes and replaces any previously issued certificate.
	THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN
ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR
OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN,  THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS
SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 CD
 LTR	TYPE OF INSURANCE	 	 	POLICY NUMBER	 	 	POLICY EFFECTIVE 
DATE (MM/DD/YY)	 	 	POLICY EXPIRATION 
DATE (MM/DD/YY)	 	 	LIMITS
	 	 	 GENERAL LIABILITY	 	 	 	 	 	 	 	 	 	 	  GENERAL AGGREGATE	 	 	$
	 	 	      	 COMMERCIAL GENERAL LIABILITY	 	 	 	 	 	 	 	 	 	 	  PRODUCTS — COMP/OP AGG	 	 	$
	 	 	 	 	 CLAIMS MADE	 	 	 OCCUR	 	 	 	 	 	 	 	 	 	 	  PERSONAL & ADV INJURY	 	 	$
	 	 	 	 OWNER’S
& CONTRACTOR’S PROT	 	 	 	 	 	 	 	 	 	 	  EACH OCCURRENCE	 	 	$
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	  FIRE DAMAGE (Any one Illegible) 	 	 	$
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  MED EXP (Any one person)	 	 	$
	 	 	 	 	 	 	 	 
	 	 	 AUTOMOBILE LIABILITY	 	 	 	 	 	 	 	 	 	 	  COMBINED SINGLE LIMIT	 	 	$
	 	 	 	 ANY AUTO	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 ALL OWNED AUTOS	 	 	 	 	 	 	 	 	 	 	  BODILY INJURY
  (Per person)	 	 	$
	 	 	 	 SCHEDULED AUTOS	 	 	 	 	 	 	 	 	 	 
	 	 	 	 HIRED AUTOS	 	 	 	 	 	 	 	 	 	 	  BODILY INJURY
  (Per accident)	 	 	$
	 	 	 	 NON-OWNED AUTOS	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	  PROPERTY DAMAGE	 	 	$
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 GARAGE LIABILITY	 	 	 	 	 	 	 	 	 	 	  AUTO ONLY — EA
  ACCIDENT	 	 	$
	 	 	 	 ANY AUTO	 	 	 	 	 	 	 	 	 	 	  OTHER THAN AUTO ONLY	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	  EACH ACCIDENT 	 	 	$
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	AGGREGATE 	 	 	$
	 	 	 	 	 	 	 	 
	 	 	 EXCESS LIABILITY	 	 	 	 	 	 	 	 	 	 	  EACH OCCURRENCE	 	 	$
	 	 	 	 UMBRELLA FORM	 	 	 	 	 	 	 	 	 	 	  AGGREGATE	 	 	$
	 	 	 	 OTHER THAN UMBRELLA FORM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$
	 	 	 	 	 	 	 	 
	 	 	WORKERS COMPENSATION AND
EMPLOYERS’ LIABILITY
	 	 	 	 	 	 	 	 	 	 	 X  	 	  WC STATU-

TORY LIMITS	 	  OTH-
ER	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  EACH ACCIDENT	 	 	$
	 	 	THE PROPRIETOR/

PARTNERS/EXECUTIVE
OFFICERS ARE:
	 	 	 INCL	 	 	 	 	 	 	 	 	 	 	  DISEASE — POLICY LIMIT	 	 	$
	 	 	 	 	 EXCL	 	 	 	 	 	 	 	 	 	 	  DISEASE — EACH EMPLOYEE	 	 	$
	 	 	 	 	 	 	 	 
	 	 	 OTHER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 










	 	 	 	 
	 DESCRIPTION
OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS

	 
	 	 	 
	 
	 	 	 
	 
	 	 	 
	 	 	 	 
	 CERTIFICATE
HOLDER                    NYC-D02611111-D1

	 	 	CANCELLATION
	 
	 	 	 
	 

	 	 	SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE INSURANCE COMPANY WILL ENDEAVOR TO MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY
KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
	 

	 	 	AUTHORIZED REPRESENTATIVE
	 
	 	 	 
	 

	 	 	/s/ Nancy Bartolino
	 

	 	 	 
	 

	 	 	Nancy Bartolino
	 ACORD 25 (11/05)

	 	 	© ACORD
CORPORATION 1988 










					
	 	 	 	 	 
	 
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