exv10w11







 




    Exhibit 10.11



 




    FIRST
    AMENDMENT TO LEASE



 



    This FIRST AMENDMENT TO LEASE (“First
    Amendment”) is made and entered into as of
    September 10, 2010, by and between MACARTHUR, L.P., a
    Delaware limited partnership (“Landlord”), and
    MINDSPEED TECHNOLOGIES, INC., a Delaware corporation
    (“Tenant”).



 




    RECITALS:



 



    A. Landlord and Tenant entered into that certain Lease
    (“Lease”), dated March 23, 2010, pursuant
    to which Landlord currently leases to Tenant and Tenant
    currently leases from Landlord approximately
    96,829 rentable square feet of space (the “Existing
    Premises”) consisting of (i) a portion of the
    first (1st) floor, (ii) a portion of the second (2nd)
    floor, (iii) the entire third (3rd) floor, (iv) the
    entire seventh (7th) floor, (v) the entire eighth (8th)
    floor, and (vi) the entire tenth (10th) floor of the
    building commonly known as the East Tower (the
    “Building”) located at 4000 MacArthur
    Boulevard, Newport Beach, California 92660.



 



    B. Tenant desires to expand the Existing Premises to
    include that certain space comprised of 294 rentable square
    feet of space (the “Expansion Premises”)
    located on the first (1st) floor of the Building, as delineated
    on Exhibit A, attached hereto and made a part
    hereof, and to otherwise 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. Capitalized Terms.  Each
    capitalized term when used herein shall have the same respective
    meaning as is given such term in the Lease unless expressly
    provided otherwise in this First Amendment.



 



    2. As-Is Condition of Expansion
    Premises.  Tenant hereby agrees that Tenant
    shall accept the Expansion Premises in its presently existing,
    “as-is” condition, and Landlord shall not be obligated
    to provide or pay for any improvement work or services related
    to the improvement of the Expansion Premises. Tenant also
    acknowledges that neither Landlord nor any agent of Landlord has
    made any representation or warranty regarding the condition of
    the Expansion Premises or the Building or with respect to the
    suitability of any of the foregoing for the conduct of
    Tenant’s business.



 



    3. Expansion of Existing
    Premises.  Subject to the terms of this First
    Amendment, effective as of September 15, 2010 (the
    “Expansion Commencement Date”), Tenant shall
    lease from Landlord and Landlord shall lease to Tenant the
    Expansion Premises. Consequently, effective upon the Expansion
    Commencement Date, the Existing Premises shall be increased to
    include the Expansion Premises. Landlord and Tenant acknowledge
    and agree that the Expansion Premises shall be deemed to contain
    the rentable square footage set forth in Recital B of
    this First Amendment (and shall not be subject to remeasurement
    or modification during the Expansion Term (defined in
    Section 4 below)), and accordingly, such addition of
    the Expansion Premises to the Existing Premises shall, effective
    as of the Expansion Commencement Date, increase the size of the
    “Premises” to 97,123 rentable square feet of
    space. Except as otherwise specifically provided in this First
    Amendment, all references in the Lease and this First Amendment
    to the term “Premises” shall include the Existing
    Premises and the Expansion Premises.



 



    4. Expansion Term.  Notwithstanding
    anything to the contrary contained in the Lease, the term of
    Tenant’s lease of the Expansion Premises (the
    “Expansion Term”) shall commence on the
    Expansion Commencement Date and expire coterminously with the
    Term on the Expiration Date (i.e., December 31, 2012, or
    the last day of any renewal or extended term, if the Term of the
    Lease is extended in accordance with any express provisions of
    the Lease), unless sooner terminated as provided in the Lease,
    as amended.














 







    5. Fixed Rent.



 



    5.1. Existing Premises.  Tenant
    shall continue to pay to Landlord Fixed Rent for the Existing
    Premises through the Expiration Date in accordance with the
    terms and conditions of the Lease.



 



    5.2. Expansion
    Premises.  Commencing on the Expansion
    Commencement Date and continuing throughout the Expansion Term,
    Tenant shall pay to Landlord monthly installments of Fixed Rent
    for the Expansion Premises in an amount equal to $536.20 (i.e.,
    1.8238 per rentable square foot of the Expansion Premises), but
    otherwise in accordance with the terms of the Lease. On or prior
    to the Expansion Commencement Date, Tenant shall pay to Landlord
    the Fixed Rent payable for the Expansion Premises for the
    partial month of September and full month of October 2010 (i.e.,
    $822.17).



 



    6. Operating Expenses and Taxes.



 



    6.1. Existing Premises.  Tenant
    shall continue to pay to Landlord Tenant’s Proportionate
    Share of Operating Expenses and Taxes for the Existing Premises
    through the Expiration Date in accordance with the terms and
    conditions of Lease.



 



    6.2. Expansion
    Premises.  Commencing as of the Expansion
    Commencement Date, and continuing throughout the Expansion Term,
    Tenant shall pay to Landlord Tenant’s Proportionate Share
    of Operating Expenses and Taxes for the Expansion Premises in
    accordance with the terms of the Lease; provided that,
    notwithstanding any provision to the contrary contained in the
    Lease, solely with respect to the determination of Tenant’s
    Proportionate Share of Operating Expenses and Taxes for the
    Expansion Premises, Tenant’s Proportionate Share shall
    equal 0.1522%.



 



    7. Alterations.  Any Alterations
    made to the Expansion Premises shall be completed in accordance
    with the terms of Article 5 of the Lease.
    Notwithstanding the foregoing or any provision to the contrary
    set forth in the Lease, Landlord shall have the right, in its
    sole and absolute discretion, to withhold its consent to any
    Alteration to the Expansion Premises that affects Conexant
    Systems, Inc.’s (“Conexant”) access to the
    premises that Conexant is leasing in the West Tower of 4000
    MacArthur Boulevard, Newport Beach, California.



 



    8. Limitation on
    Liability.  Notwithstanding any provision to
    the contrary contained in the Lease, Landlord and Tenant
    acknowledge and agree that the liability of Landlord for
    Landlord’s obligations under the Lease, as amended, and any
    other documents executed by Landlord and Tenant in connection
    with the Lease (collectively, the “Lease
    Documents”) shall be limited to Landlord’s
    interest in the Project (including any rents and all sale,
    financing, insurance or condemnation proceeds thereof) and
    Tenant shall not look to any other property or assets of
    Landlord or the property or assets of any direct or indirect
    partner, member, manager, shareholder, director, officer,
    principal, employee or agent of Landlord (collectively, the
    “Landlord Parties”) in seeking either to
    enforce Landlord’s obligations under the Lease Documents or
    to satisfy a judgment for Landlord’s failure to perform
    such obligations; and none of the Landlord Parties shall be
    personally liable for the performance of Landlord’s
    obligations under the Lease Documents. In no event shall
    Landlord or the Landlord Parties be liable for, and Tenant, on
    behalf of itself and all other subtenants or occupants of the
    Premises and their respective agents, contractors,
    subcontractors, employees, invitees or licensees, hereby waives
    any claim for, any indirect, consequential or punitive damages,
    including loss of profits or business opportunity, arising under
    or in connection with the Lease Documents. Landlord shall not
    look to Tenant’s direct or indirect partners, members,
    managers, shareholders, directors, officers, principals,
    employees or agents in seeking to enforce Tenant’s
    obligations under the Lease Documents or to satisfy a judgment
    for Tenant’s failure to perform such obligations; and none
    of such parties shall be personally liable for the performance
    of Tenant’s obligations under the Lease Documents.



 



    9. Tax Status of Beneficial
    Owner.  The terms of Section 26.21 of the
    Lease shall continue to apply to the Lease, as amended.



 



    10. Brokers.  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, and that they know of no
    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,






    

    2








 







    losses, liabilities, lawsuits, judgments, and 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 the indemnifying
    party’s dealings with any real estate broker or agent. The
    terms of this Section 10 shall survive the
    expiration or earlier termination of the Expansion Term.



 



    11. Conflict; No Further
    Modification.  In the event of any conflict
    between the Lease and this First Amendment, the terms and
    provisions of this First Amendment shall prevail. 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.



 




    [SIGNATURES
    APPEAR ON THE FOLLOWING PAGE]





    

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



 


	 	 	 
	

    “Landlord”:


	
 
	
    “Tenant”:

	
 
	
 
	
 

	

    4000 MACARTHUR, L.P.,


	
 
	
    MINDSPEED TECHNOLOGIES, INC.,

	

    a Delaware limited partnership


	
 
	
    a Delaware corporation

	
 
	
 
	
 

	

    By:  /s/  Michael
    B. Benner


    




	
 
	
    By:  /s/  Bret
    W. Johnsen


    


	

    Name: Michael B. Benner


	
 
	
    Name: Bret W. Johnsen

	

    Title: Vice President and Secretary


	
 
	
    Title: Chief Financial Officer

	
 
	
 
	
 

	
 
	
 
	

    By:  /s/  Brandi
    R. Steege


    





	
 
	
 
	
    Name: Brandi R. Steege

	
 
	
 
	
    Title: Vice President, Legal











    

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    EXHIBIT A



 



    OUTLINE OF EXPANSION PREMISES



 



    The floor plan which follows is intended solely to identify the
    general location of the Expansion Premises, and should not be
    used for any other purpose. All areas, dimensions and locations
    are approximate, and any physical conditions indicated may not
    exist as shown.



 



    





    

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