EXHIBIT
10.4


SECOND
AMENDMENT TO LEASE


This
SECOND AMENDMENT TO LEASE (this “Agreement”) is made as of the 11th day of August, 2006, by and between AMBERGLEN
ASSOCIATES LLC, a Delaware limited liability company (“Landlord”), and CASCADE
MICROTECH, INC., an Oregon corporation (“Tenant”).


Recitals.


A.            Tenant occupies certain premises in
the AmberGlen Business Center located at 20475 N.W. Amberwood Drive, Suite 100,
under a Lease Agreement dated July 31, 2000, between Amberjack, LTD. (“Amberjack”),
predecessor in interest to Landlord, and Tenant, as amended by that certain
Amendment No.1 to Lease (“Amendment No.1”) dated January 8, 2001, between
Amberjack and Tenant (as amended, the “Lease”). Terms with initial capitals
used in this Agreement, unless otherwise defined herein, shall have the
meanings given them in the Lease.


B.            Landlord currently holds Two Hundred
Thousand and no/l00 Dollars ($200,000.00) as a security deposit (the “Existing
Security Deposit”) in connection with that certain Lease Agreement dated August
20, 1997, between Amberjack and Tenant for the first and second floors of 2430
N.W. 206th Avenue (as amended, the “2430 Lease”), and that certain Office/Flex
Lease dated August 20, 1997, between Amberjack and Tenant for Suite 200 at 2345
NW Amberbrook Drive (as amended, the “2435 Lease”).


C.            Tenant and Landlord desire to amend
the Lease subject to the terms and conditions set forth in this Agreement.


Agreement.


NOW THEREFORE, in consideration of the premises and of
the mutual covenants set forth herein, the parties agree:


1.             Term.  The Lease Term set forth in Section 1.13 and
Section 1.14 of the Lease is hereby extended for an additional one hundred
seven (107) months (the “Extended Term”) commencing on February 1, 2007 (the “Extended
Term Commencement Date”), and ending on December 31, 2015. From and after the
Extended Term Commencement Date, references in the Lease to the “Term”, the “Lease
Term” or variations thereof shall include the Extended Term.


2.             Rent.  Effective June 1, 2006, until the expiration
of the current Lease Term, which is January 31, 2007, the Monthly Base Rent set
forth in Section 4 of Amendment No. 1 shall be amended to equal $17,195.20.
Effective on the Extended Term Commencement Date, the Monthly Base Rent set
forth in Section 1.15 of the Lease is hereby amended to add the following table
for the Extended Term:



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  Period

  	
   

  	
  Per Sq. Ft.

  per month

  	
   

  	
  Monthly

  	
   

  	
  Annually

  	
   

  
	
  2/1/07-7/31/08

  	
   

  	
  $

  	
  1.10

  	
   

  	
  $

  	
  17,195.20

  	
   

  	
  $

  	
  206,342.40

  	
   

  
	
  8/1/08-7/31/09

  	
   

  	
  $

  	
  1.16

  	
   

  	
  $

  	
  18,133.12

  	
   

  	
  $

  	
  217,597.44

  	
   

  
	
  8/1/09- 7/31/10

  	
   

  	
  $

  	
  1.19

  	
   

  	
  $

  	
  18,602.08

  	
   

  	
  $

  	
  223,224.96

  	
   

  
	
  8/1/10- 7/31/11

  	
   

  	
  $

  	
  1.23

  	
   

  	
  $

  	
  19,227.36

  	
   

  	
  $

  	
  230,728.32

  	
   

  
	
  8/1/11- 7/31/12

  	
   

  	
  $

  	
  1.27

  	
   

  	
  $

  	
  19,852.64

  	
   

  	
  $

  	
  238,231.68

  	
   

  
	
  8/1/12-7/31/13

  	
   

  	
  $

  	
  1.31

  	
   

  	
  $

  	
  20,477.92

  	
   

  	
  $

  	
  245,735.04

  	
   

  
	
  8/1/13- 7/31/14

  	
   

  	
  $

  	
  1.35

  	
   

  	
  $

  	
  21,103.20

  	
   

  	
  $

  	
  253,238.40

  	
   

  
	
  8/1/14-7/31/15

  	
   

  	
  $

  	
  1.39

  	
   

  	
  $

  	
  21,728.48

  	
   

  	
  $

  	
  260,741.76

  	
   

  
	
  8/1/15- 12/31/15

  	
   

  	
  $

  	
  1.43

  	
   

  	
  $

  	
  22,353.76

  	
   

  	
  $

  	
  268,245.12

  	
   

  






 


3.             Rent Abatement. In
consideration of Tenant entering into this Agreement, Tenant shall pay no
Monthly Base Rent under the Lease for the months of September through December,
2006, and the months of January through May, 2007.


4.             Premises Improvements. In
connection with the extension of the Term as herein provided, upon execution of
this Agreement, Landlord shall construct the Tenant Improvements described in
and in accordance with the provisions of the Work Letter attached as Exhibit A
(the “Tenant Improvements”). Landlord shall afford Tenant an allowance for the
Tenant Improvements in the amount of $203,216, as more particularly provided in
Exhibit A.


5.             Right of First Offer.


5.1           Tenant shall have the right to lease
additional space located in 20475 NW Amberwood Drive, 2345 NW Amberwood Drive
and 2430 NW 206th Avenue on the terms and conditions of this Section 5 (“First
Offer”).


5.2           Tenant’s right of First Offer shall
only apply during periods when the named Tenant (but not any assignee or
subtenant) is in occupancy of the Premises.


5.3           Subject to the terms of this Section
5, should any of the space specified in Section 5.1 become Available for Lease
(the “Offer Space”), Landlord shall not, during the term of this Lease, lease
such Offer Space to another tenant without first offering Tenant the right to
lease that Offer Space as provided below; provided, that Tenant’s right of
First Offer shall expire and terminate December 31, 2012, and Landlord shall be
entitled to lease space that first becomes Available for Lease after such date
free of any obligation under this Section 6. 
Office space shall be deemed “Available for Lease” when the space is
vacant and unleased, provided that space shall not be deemed Available for
Lease under any of the following circumstances:


(a)
space that is re-leased by the current tenant of the space by renewal or new
lease; (b) space that is leased pursuant to an expansion right of another
tenant, or



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(b)
space that becomes vacant after Landlord terminates the lease for the space
pursuant to a recapture clause, if Landlord then enters into a direct lease
with that tenant’s prospective assignee or subtenant, or


(c)
Space that is not leased to a tenant as of the date of this Lease (until that
space is leased, and then subsequently becomes available).


5.4           To the extent required under this
Section 5, Landlord shall not enter into a lease for any Offer Space unless and
until Landlord has first notified Tenant in writing of the specific terms upon
which Tenant may lease the Offer Space (the “Offer”), including Base Rent (the “Offered
Rent”) and the other terms covered in the summary of Basic Lease Terms. The
Basic Lease Terms shall stipulate a coterminous lease term for the Offer Space,
unless other wise agreed to by Tenant. Except as provided in the Offer,
Landlord shall have no obligation to improve or provide an improvement
allowance for the Offer Space, and Tenant shall accept the same in its then “As
Is” condition. In no event shall the Offered Rent exceed the then fair market
rental value of the Offer Space as determined by Landlord in Landlord’s
reasonable discretion taking into account tenant improvements and concession
provided, if any.


5.5           Tenant shall have seven (7) days
after its receipt of Landlord’s notice to exercise its right to lease on terms
acceptable to Landlord and Tenant. If Tenant elects to lease the Offer Space,
Landlord and Tenant shall execute an amendment to this Lease, adding the Offer
Space to the Premises and otherwise incorporating the Offer Space terms, within
seven (7) days after acceptance of the proposal by Tenant, or as soon
thereafter as reasonably possible. If Tenant does not elect to accept such
offer within said initial seven (7) day period, or fails to enter into a Lease
amendment within said subsequent seven (7) day period, then Landlord may
thereafter offer and/or lease the Offer Space to a third party, free of any rights
of Tenant therein.


5.6           At Landlord’s request, Tenant shall,
from time to time, based on Tenant’s reasonable projected space planning needs,
reasonably cooperate with Landlord to identify particular classes of leases
(for example, leases not exceeding a stated term or of not less than a stated
amount of space) which shall be exempt from the First Offer.


5.7           The First Offer granted herein may
only be exercised if Tenant is not in default hereunder. In the event this
Lease is terminated for any reason, the rights granted to Tenant in this
Section shall also terminate at the same time. In the event Tenant exercises
the First Offer as provided herein and subsequently becomes in default prior to
taking occupancy of the First Offer Space, Landlord may elect, by written
notice to Tenant, to terminate Tenant’s prior exercise of its First Offer, in
which event Tenant shall have no rights with respect to the First Offer Space.
This First Offer is personal to the Tenant named herein and may only be
exercised in the event the Tenant named herein are in actual occupancy of the
entire Premises at the time the expansion notice is given.


6.             Energy Savings.  In connection with Tenant’s installation of
solar or other energy efficient improvements to the Premises in accordance with
Exhibit A, Tenant shall be solely entitled to any cost savings, including tax
credits or other incentives, benefiting the Premises.


7.             Hazardous Substances.  Section 3.2 of the Lease is hereby amended to
add the following provision thereto: Tenant shall immediately notify Landlord
should Tenant (a) become aware of the existence of 



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any Hazardous Substance on the Premises or the Project
which is prohibited by the Lease or by Environmental Law, (b) receive any
notice of, or become aware of, any actual or alleged violation with respect to
the Premises or Project of any Environmental Law, or (c) become aware of any
lien or action with respect to any of the foregoing. Tenant shall deliver to
Landlord, promptly upon receipt, (i) copies of any documents received from the
United States Environmental Protection Agency (‘EPA’) and/or any state, county,
or municipal environmental or health agency concerning Tenant’s ownership, use,
or operations upon or in connection with the Premises; and (ii) copies of any
documents submitted by Tenant to the EPA and/or any state, county, or municipal
environmental or health agency concerning the Premises.


8.             Mailing Addresses.             The
mailing addresses for Landlord and Tenant set forth in Section 1.3 and 1.4 of
the Lease are hereby amended to be as follows:


	
   

  	
  Landlord:

  	
  The Praedium Group LLC

  
	
   

  	
   

  	
  825 Third
  Avenue, 36th Floor

  
	
   

  	
   

  	
  New York, NY
  10022

  
	
   

  	
   

  	
  Attn: Asset
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
  ScanlanKemperBard Companies, LLC

  
	
   

  	
   

  	
  2600 Pacwest
  Center

  
	
   

  	
   

  	
  1211 SW Fifth
  Avenue

  
	
   

  	
   

  	
  Portland, OR
  97204

  
	
   

  	
   

  	
  Attn: Asset
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
  Parisi & Parisi, P .C.

  
	
   

  	
   

  	
  Suite 400, North
  Pacific Plaza

  
	
   

  	
   

  	
  1675 SW Marlow
  Avenue

  
	
   

  	
   

  	
  Portland, OR
  97225

  
	
   

  	
   

  	
  Attn: Robin B.
  Parisi, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
  Tenant:

  	
  Steve Sipowicz

  
	
   

  	
   

  	
  CFO/ VP Finance

  
	
   

  	
   

  	
  Cascade
  Microtech Inc.

  
	
   

  	
   

  	
  2430 NW 206th

  
	
   

  	
   

  	
  Beaverton, OR
  97006

  
				



 


9.             ERISA and UBTI Restrictions.          Notwithstanding anything to the
contrary contained in the Lease, including, without limitation, Article 10
thereof, no assignment or subletting by Tenant, nor any other transfer or
vesting of Tenant’s interest thereunder (whether by merger, operation of law or
otherwise), shall be permitted if anyone or more of the following conditions
are satisfied:


(i)            Landlord, or any person designated
by Landlord as having an interest therein, directly or indirectly, controls, is
controlled by, or is under common control with (i) the proposed assignee,
sub-lessee or successor in interest of Tenant or (ii) any person which,
directly or indirectly, controls, is controlled by or is under common control
with, the proposed assignee, sublessee or successor-in-interest of Tenant:



 4
 






 



(ii)           The proposed assignment or sublease
provides for or results in a rental or other payment for the leasing, use,
occupancy or utilization of all or any portion of the Leased Premises based, in
whole or in part, on the income or profits derived by any person from the
property so leased, used, occupied or utilized other than an amount based on a
fixed percentage or percentages of gross receipts or sales; or


(iii)          In the opinion of Landlord or Landlord’s
legal counsel, such proposed assignment, subletting or other transfer or
vesting of Tenant’s interest hereunder (whether by merger, operation at law or
otherwise) will (i) cause a violation of the Employee Retirement Income
Security Act of 1974 by Landlord, or by any person which, directly or
indirectly, controls, is controlled by, or is under common control with,
Landlord or any person who controls Landlord, or (ii) result or may in the
future result in Landlord, or any person which, directly or indirectly, has an
interest in Landlord, receiving “unrelated business taxable income” (as defined
in the Internal Revenue Code).


10.           Security Deposit.  Contemporaneously with Tenant’s execution and
delivery of this Agreement, Thirty Thousand and no/l00 Dollars ($30,000.00) of
the Existing Security Deposit shall be allocated as the deposit for the
Premises only, such amount to be held by Landlord during the Lease Term as
security for Tenant’s performance of its obligations under the Lease. If Tenant
fails to make any payment when due under the Lease, or otherwise defaults with
respect to any provision of the Lease, Landlord may use, apply or retain all or
any portion of said deposit for the payment of such obligation or default, or
for the payment of any other sum to which Landlord may be become obligated by
reason of Tenant’s default, or to compensate Landlord for any loss or damage
that Landlord may suffer thereby. If Landlord so uses or applies all or any
portion of said deposit, Tenant shall, within ten (10) days after written
demand therefore from Landlord, deposit cash with Landlord in an amount
sufficient to restore said deposit to the full amount stated in this Section
10, and Tenant’s failure to do so shall constitute an Event of Default under
the Lease. If Tenant performs all of Tenant’s obligations hereunder, Landlord
shall return said deposit (or so much thereof as has not theretofore been
applied by Landlord as permitted under this Section 10) within sixty (60) days
following the date of expiration of the Lease Tern or the date on which Tenant
has vacated the Premises. Landlord shall not be required to keep said security
deposit separate from its general funds, and Tenant shall not be entitled to
interest on said deposit. Landlord shall be entitled to deliver the funds
constituting the deposit hereunder to any purchaser of Landlord’s interest in
the Premises, whether by sale, foreclosure, deed in lieu of foreclosure, or
otherwise, and upon such delivery, Landlord shall be discharged from any
further liability with respect to said deposit.


11.           Ratification.           Except as amended hereby, the Lease
is ratified and confirmed in all respects and this document supersedes prior
written or oral agreements including those described in the Letter of Intent
executed by Tenant and Landlord


[Signatures on
following page]



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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first set
forth above.


	
   

  	
  AMBERGLEN ASSOCIATES LLC

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SCANLANKEMPERBARD COMPANIES, LLC,

  
	
   

  	
  an Oregon limited liability company, its manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ N. Thomson Bard, Jr.

  
	
   

  	
  Name:

  	
  N. Thomson Bard, Jr.

  
	
   

  	
  Title:

  	
  Principal, Executive Vice President Asset Management
  and Chief Compliance Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  “Landlord”

  
	
   

  	
   

  	
   

  
	
   

  	
  CASCADE MICROTECH INC., an Oregon corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Sipowicz

  
	
   

  	
  Name:

  	
  Steven Sipowicz

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  “Tenant”

  



 



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