exv10w9





Exhibit 10.9



Second Amendment to Lease Agreement




This Second Amendment to Lease Agreement (the “Amendment”) is made and entered into as of July 28,
2005, by and between WIX/NSJ REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited partnership
(“Landlord”), and FOUNDRY NETWORKS, INC., a California corporation (“Tenant”), with reference to
the following facts.



Recitals





	A.	 	Landlord and Tenant have entered into that certain Lease Agreement dated as of September
28,1999
(the “Lease”), and that certain First Amendment dated as of February 16, 2000 (hereinafter,
collectively the “Lease”), for the leasing of certain premises consisting of approximately
70,755
rentable square feet located at 2100 Gold Street, San Jose, California (the “Premises”),
as such
Premises are more fully described in the Lease.






	B.	 	Landlord and Tenant now wish to amend the Lease to provide for, among other things, the
extension
of the Term of the Lease, all upon and subject to each of the terms, conditions, and
provisions set forth herein.





NOW, THEREFORE, In consideration of the foregoing and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant agree as follows:




1. Recitals: Landlord and Tenant agree that the above recitals are true and
correct and are hereby incorporated herein as though set forth in full.




2. Term: The Term of the Lease shall be extended from February 1, 2006, to
May 31, 2008 (the “Extended Term”).




3. Base Rent: The Basic Lease Information and Section 3 of
the Lease are hereby modified to provide that during the Extended Term of the
Lease the monthly Base Rent payable by Tenant to Landlord, in accordance with
the provisions of Section 3 of the Lease, shall be in accordance with the
following schedule:



	 	 	 	 	 
	Period	 	Monthly Base Rent
	 
	02/01/06 — 03/31/07
	 	$	60,141.75	 
	04/01/07 — 05/31/08
	 	$	63,679.50	 








4. Option to Extend the Term: The parties hereby acknowledge and agree that
Tenant did exercise the Option to Extend the Term of the Lease in accordance with the
terms
and conditions set forth in Addendum 1 of the Lease. Tenant further acknowledges and
agrees that the Option to Extend the Lease as set forth in Addendum 1 is of no further
force
and effect, and Tenant does not have any additional rights under the Lease to further
extend
the Term of the Lease.




5.
Condition of Premises: Tenant acknowledges and agrees that its possession
of
the Premises after February 1, 2006, is a continuation of Tenant’s possession of the
Premises
under the Lease. Tenant is familiar with the condition of the Premises, and agrees to
accept
the Premises in their existing condition “AS IS”, without any obligation of Landlord to
remodel, improve or alter the Premises, to perform any other construction or work of
improvement upon the Premises, or to provide Tenant with any construction or
refurbishing
allowance.




6. Brokers: Tenant warrants that it has had no dealing with any real estate
broker or
agent in connection with the negotiation of this Amendment, except for Randy Scott of
Cornish & Carey (“Broker”), whose commission shall be payable by
Landlord. If Tenant has
dealt with any person, real estate broker or agent other than Broker with respect to
this Amendment, Tenant shall be solely responsible for the payment of any fee due to said
person
or firm, and Tenant shall Indemnify, defend and hold Landlord free and harmless against
any
liability, claim, judgment, damages with respect thereto, including attorneys’ fees and
costs.




7. Effect of Amendment: Except as modified herein, the terms and conditions of
the
Lease shall remain unmodified and continue in full force and effect. In the event of
any
conflict between the terms and conditions of the Lease and this Amendment, the terms
and
conditions of this Amendment shall prevail.




8.
Definitions: Unless otherwise defined in this Amendment, all terms not
defined in this Amendment shall have the meaning set forth in the Lease.



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9. Authority: Subject to the provisions of the Lease, this Amendment shall
be binding upon and inure to the benefit of the parties hereto, their respective
heirs, legal representatives, successors and assigns. Each party
hereto and the persons signing below warrant
that the person signing below on such party’s behalf is authorized to do so and to
bind such party to the terms of this Amendment.




10. The terms and provisions of the Lease are hereby incorporated in this
Amendment



IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above
written.



	 	 	 	 	 
	Tenant:	 	 
	 
	 	 	 	 
	FOUNDRY NETWORKS, INC.,

a California corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Timothy D. Heffner	 	 
	 

	 	 	 	 
	Its:

	 	CFO	 	 
	Date:

	 	8/11/05	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Landlord:	 	 
	 
	 	 	 	 
	WIX/NSJ REAL ESTATE LIMITED PARTNERSHIP, 

a Delaware limited partnership	 	 
	 
	 	 	 	 
	By:

	 	LEGACY PARTNERS COMMERCIAL, L.P.,
 a
California limited partnership,
 as Manager
and Agent for Owner	 	 
	 
	 	 	 	 
	By:

	 	LEGACY PARTNERS
COMMERCIAL, INC.,
 General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Debra Smith	 	 
	 

	 	 	 	 
	 

	 	Debra Smith 

	 	 
	
Its:     Executive Vice President	 	 
	 
	 	 	 	 
	Date:

	 	8/18/05	 	 







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