Sample Contracts - CA-Santa Clara-3515-3585 Monroe Drive Sublease - Apple Computer Inc. and NVIDIA Corp.

Sample Business Contracts

SUBLEASE This Sublease, dated April 2, 1998, for reference purposes only, is made by and between Apple Computer, Inc., a California corporation (the "Sublessor"), and NVidia, a Delaware corporation, (the "Sublessee"), with respect to the following facts: A. Sublessor is the tenant under that certain Lease (the "Master Lease") dated June 1, 1988, amended by that certain Memorandum of Lease dated June 1, 1988, First Amendment to Lease dated May 31, 1989, that certain Second Amendment to Lease dated November 9, 1989, that certain Third Amendment to Lease dated February 8, 1995, that certain Fourth Amendment to Lease dated March 29, 1995, that certain Fifth Amendment to Lease dated June 20, 1995, and that certain Sixth Amendment to Lease dated December 22, 1995, of approximately 218,816 square feet of space located at 3515, 3535 and 3585 Monroe Drive, Santa Clara, Santa Clara County, State of California (the "Premises"), which Master Lease was executed by MPJ, a California general partnership, as Landlord (hereinafter the "Master Lessor"), and Sublessor as Tenant. The Master Lease is attached hereto as Exhibit A and, subject to the terms hereof, is incorporated herein. B. Sublessee desires to sublease a portion of the Premises, consisting of approximately eighty-eight thousand nine hundred thirty-six (88,936) square feet, commonly known as 3535 Monroe Drive, Santa Clara, California, and shown hatched on the floor plan attached as Exhibit B (the "Sublease Premises"), on the terms and conditions set forth below. NOW, THEREFORE, for good and valuable consideration, the parties agree as follows: 1. Premises Sublessor hereby subleases the Sublease Premises to -------- Sublessee, and Sublessee hereby subleases the Sublease Premises from Sublessor, for the term, at the rental and upon all the conditions set forth herein. 2. Term. ---- 2.1 Term. The term of this Sublease shall be for a period commencing ---- on the later of (a) June 1, 1998 or (b) the date that the written consent of Master Lessor to this Sublease has been obtained (the "Commencement Date"). Subject to the terms hereof, this Sublease shall expire on December 31, 2002, unless the Master Lease is sooner terminated, which termination shall occur without liability on the part of Sublessor unless such termination resulted solely from a default of Sublessor thereunder. 2.2 Delay in Commencement. Notwithstanding the provisions of --------------------- paragraph 2.1, above, if for any reason Sublessor cannot deliver possession of the Demised Premises to Sublessee on the Commencement Date, Sublessor shall not be subject to any liability on account of said failure to deliver, nor shall such failure affect the validity of this Sublease or the obligations of Sublessee hereunder or extend the term hereof, but in such event, Sublessee shall not be obligated to pay rent for the Sublease Premises until possession of the Sublease Premises is tendered to Sublessee, provided the delay is not attributable to Sublessee. If the Commencement Date is delayed as a result of any act or omission of Sublessee, its agents, employees or contractors, the Commencement Date shall be deemed to be the date the Commencement Date would have occurred if no Sublessee delay or delays had occurred. Notwithstanding the provisions of paragraph 2.2, if Sublessor has not delivered the Sublease Premises to Sublessee in the condition required hereunder, free of occupants and tenants, on or before July 1, 1998, Sublessee shall have the right thereafter, until such possession is 1. <PAGE> delivered to Sublessee to cancel this Sublease on not less than ten (10) days prior written notice to Sublessor; if Sublessor delivers the Premises to Sublessee within period, Sublessee shall accept possession of the Premises. Upon such cancellation, Sublessor shall return to Sublessee all sums theretofore deposited by Sublessee with Sublessor and neither party shall have any further liability or obligation to the other. 3. Rent. ---- 3.1 Base Monthly Rent. Beginning on the Commencement Date, ----------------- Sublessee shall pay to Sublessor during the term of this Sublease the following amounts as "Base Monthly Rent": Months Rent/SF/Mo Rent/Mo ------ ---------- -------- Months 1 through 12 $1.25 NNN $111,170 Months 13 through 24 $1.70 NNN $151,191 Months 25 through 36 $1.75 NNN $155,638 Months 37 through 48 $1.80 NNN $160,085 Months 49 through 55 $1.85 NNN $164,532 Full Base Monthly Rent is due and shall be paid in advance in equal installments on or before the first day of each calendar month in lawful money of the United States without notice or demand and without any set off, deduction, abatement or offset whatsoever except as otherwise provided herein. Base Monthly Rent for any partial month during the Sublease term shall be prorated based on the actual number of days in the partial month. Sublessor and Sublessee agree to execute a Confirmation of Commencement Date Agreement in the form attached as Exhibit C, confirming the date this Sublease commences and the dates on which Base Monthly Rent increases during the Sublease term. 3.2 Payment of First Month's Base Monthly Rent. Concurrently ------------------------------------------ with Sublessee's execution of this Sublease, Sublessee shall deposit with Sublessor the sum of One Hundred Eleven Thousand One Hundred Seventy and 00/100 Dollars ($111,170.00) as payment of the first month's Base Monthly Rent. 3.3 Additional Rent. All monies other than Base Monthly Rent ---------------- required to be paid by Sublessee under this Sublease, including, without limitation, the furniture price (as defined in paragraph 14 and Exhibit F), all operating expenses, taxes, insurance, maintenance and other expenses and charges of every kind and nature arising in connection with the Sublease Premises, this Sublease or the Master Lease (including, without limitation, all amounts payable under the Master Lease as described in Sections 3.4, 4, 6, 7, and 11) shall be deemed "Additional Rent" payable by Sublessee to Sublessor in accordance with the terms of this Sublease and the Master Lease. Base Monthly Rent and Additional Rent shall be referred to collectively herein as "Rent." For purposes of this Sublease, Sublessee's Pro Rata Share, as defined in Section 3.4 of the Master Lease, shall be 88,936/275,264 or 32.31%. Rent shall be paid by Sublessee to Sublessor at the address stated herein or at such other address as may be designated by Sublessor. Notwithstanding the foregoing, Sublessor shall have the right to direct Sublessee to pay Rent directly to Master Lessor, and Master Lessor shall credit such amounts to the Rent due for the Sublease Premises pursuant to the Master Lease. 3.4 No Rental Adjustment. The parties agree that any statement -------------------- of square footage set forth in the Sublease is an approximation which Sublessor and Sublessee agree is reasonable and the rental based thereon and Tenant's Pro Rata Share as set forth in paragraph 3.3. is not subject to revisions if the actual square footage is more or less. Sublessor agrees to make timely payments of rent and any other sums due 2. <PAGE> thereunder and to faithfully and fully perform all of its obligations under the Master Lease to the end that the Master Lease shall not be terminated to the default of Sublessor thereunder. Notwithstanding anything herein to the contrary, Sublessor shall promptly provide Sublessee with a copy of any written notice received by Sublessor of any default of Sublessor under the Master Lease, which default is continuing after the expiration of any applicable grace period provided therefor in the Master Lease ("Sublessor's Default"). From and after Sublessor's Default, Sublessee shall have the right, but not the obligation, to pay any and all Base Rent and Additional Rent accruing from and after the date of such Default, and perform all its obligations hereunder to Master Lessor without being liable to Lessor for such payments or performance. If Master Lease terminates due to Sublessor's default of its obligations thereunder, Sublessee may request Master Lessor to execute and deliver to Sublessee a nondisturbance agreement. Upon receipt thereof, Sublessee shall attorn to Master Lessor and recognize Master Lessor as Lessor under this Lease, and Master Lessor shall agree in writing to be bound by the terms of this Sublease. 4. Security Deposit. ---------------- 4.1 Concurrently with Sublessee's execution of this Sublease, Sublessee shall deposit with Sublessor the sum of Two Hundred Twenty-Two Thousand Three Hundred Forty and 00/100 Dollars ($222,340.00) which shall be held by Sublessor as security for the faithful performance of all of the terms of this Sublease. If Sublessee fails to pay Rent or otherwise defaults with respect to any provision of this Sublease, then Sublessor may draw upon, use, apply or retain all or any portion of the security deposit after applicable notice and cure periods for the payment of any Rent or other charge in default, for the payment of any other sum which Sublessor has become obligated to pay by reason of Sublessess's default, or to compensate Sublessor for any loss or damage which Sublessor has suffered thereby. If Sublessor so uses or applies all or any portion of the security deposit, then Sublessee, within fifteen (15) days after demand therefore, shall deposit cash with Sublessor in the amount required to restore to the full amount stated above. Upon the expiration of this Sublease, if Sublessee is not in default, Sublessor shall return to Sublessee so much of the security deposit as has not been applied by Sublessor pursuant to this Paragraph 4, or which is not otherwise required to cure Sublessee's defaults. 5. Use of Premises. The Demised Premises shall be used and occupied --------------- solely for the purposes set forth in Section 5.1 of the Master Lease. 5.1. Condition of Demised Premises; Repairs. Subject to the -------------------------------------- provisions of Paragraph 5.2 below, Sublessor has not agreed to make any alterations, repairs or improvements to the Sublease Premises, and by taking possession of the Sublease Premises, Sublessee shall conclusively be deemed to have accepted the Sublease Premises in their "as-is" then existing condition excluding latent defects, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing or regulating the use or occupancy of the Sublease Premises. Sublessee acknowledges that neither Sublessor nor its agents has made any representations or warranties with respect to the condition of the Sublease Premises or as to the suitability of the Sublease Premises for the conduct of Sublessee's business. In particular, Sublessor makes no representation with respect to compliance of the Sublease Premises or the Complex with the Americans With Disabilities Act of 1990 ("ADA"), compliance with which shall be the sole responsibility of Sublessee. 5.2 Repairs. Sublessor shall have no obligation whatsoever to make ------- or pay the cost of any alterations, improvements or repairs to the Sublease Premises, including, without limitation, any improvement or repair required to comply with any law, regulation, building code or ordinance (including the ADA). Notwithstanding the foregoing, if Master Lessor shall fail to perform its obligations in accordance with the terms of the Master Lease, Sublessor, upon receipt 3. <PAGE> of written notice from Sublessee, shall diligently attempt to enforce all obligations of Master Lessor under the Master Lease (without requiring Sublessor to spend more than a nominal sum, which nominal sum shall be limited to all costs associated with the preparation of and transmittal to Master Lessor of documentation from Sublessor or Sublessor's attorneys detailing the obligations to be performed by Master Lessor under the Master Lease). If, after receipt of written request from Sublessee, Sublessor shall fail or refuse to take action for the enforcement of Sublessor's rights against Master Lessor with respect to the Sublease Premises ("Action"), and provided that Sublessor as Tenant under the Master Lease shall be conferred upon and assigned to Sublessee, and Sublessee shall be subrogated to such rights to the extent that the same shall apply to the Sublease Premises. If any such Action against Master Lessor in Sublessee's name shall be barred by reason of lack of privity, nonassignability or otherwise, Sublessee may take such Action in Sublessor's name; provided that Sublessee has obtained the prior written consent of Sublessor, which consent shall not be unreasonably withheld, and, provided further, that Sublessee shall indemnify, protect, defend by counsel reasonably satisfactory to Sublessor and hold Sublessor harmless from and against any and all liability, loss, claims, demands, suits, penalties or damage (including, without being limited to, reasonable attorneys' fees and expenses) which Sublessor may incur or suffer by reason of such Action, except for any such liability, loss, claims, demands, suits, penalties or damage which Sublessor may incur or suffer by reason of Sublessor's negligent acts or omissions. 5.3 Alterations. Sublessee's rights to make alterations to the ----------- Sublease Premises is subject to the provisions of Section 7.3 of the Master Lease. Unless otherwise agreed to in writing by Master Lessor, at the expiration or earlier termination of this Sublease, Sublessee shall (i) remove all alterations, additions and improvements to the Sublease Premises made by Sublessee or its contractors, (ii) restore the Sublease Premises to their original condition prior to making such alterations, additions and improvements, and (iii) repair all damage caused in removing such alterations, additions and improvements. Sublessee agrees that the indemnification provisions of Section 10 of the Master Lease shall be deemed to include all claims, damages, costs, expenses and the like therein described which arise out of any alterations, additions or other improvements to the Sublease Premises made by Sublessee or its contractors. 6. Master Lease Provisions. ----------------------- 6.1 Performance of Master Lease Provisions. Sublessee acknowledges -------------------------------------- and agrees that this Sublease shall be subject and subordinate to the Master Lease, and neither Sublessee nor Sublessor shall not cause or permit any violation of any term thereof. Sublessee hereby expressly assumes and agrees to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor as Tenant under the Master Lease which relates to the Demised Premises to the extent incorporated herein. Sublessor agrees that it shall perform all of its obligations under the Master Lease which have not been assumed by Sublessee, such that the Master Lease shall not be terminated due to the default of Sublessor during the term of this Sublease. Sublessor shall indemnify, defend, and hold Sublessee harmless from and against any liability, less, damages, actions, proceedings or expenses (including but not limited to attorney's fees and consultant's fees) arising or resulting from or in connection with a breach of this obligation. 6.2 Incorporation By Reference. The terms and conditions of this -------------------------- Sublease shall include all of the provisions of the Master Lease, which are incorporated into this Sublease as if fully set forth, except that: (i) each reference in such incorporated Sections to "Lease" shall be deemed a reference to "Sublease." (ii) each reference to "Landlord" and "Tenant" shall be deemed 4. <PAGE> a reference to "Sublessor" and "Sublessee," respectively, except as otherwise provided herein. (iii) with respect to work, services, repairs, provision of insurance, restoration, or the performance of any other obligation of Master Lessor under the Master Lease including, without limitation, Section 7.1 (Maintenance and Repairs); Section 7.2G and Section 7.3D (Capital Improvements); Section 10.1 (Landlord's Indemnification); Section 11.2 (Landlord's Insurance); Section 12 (Damage or Destruction); Section 13 (Condemnation); Section 18.1 (Outside Area); and Section 18.2 (Outside Area Expenses); the sole obligation of Sublessor shall be as set forth in paragraph 5.2 above. Sublessor shall provide to Sublessee copies of all notices given to Sublessor by Master Lessor which are relevant to this Sublease promptly following receipt thereof, including but not limited to any notice of Sublessor's default or breach of its obligations under the Master Lease. (iv) except as expressly provided herein, with respect to any obligation of Sublessee to be performed under this Sublease, wherever the Master Lease grants to Sublessee a specified number of days to perform its obligations under the Master Lease, Sublessee shall have one-half of the number of days granted in the Master Lease (rounded up) to perform the obligation, including, without limitation, curing any defaults. In addition, the reference in Section 4.1(b) to ten days shall be twenty (20) days; the reference in Section 4.2(b) to ten (10) days shall be twenty (20) days; the reference in Section 4.4 to ten (10) days shall be twenty (20) days; the reference in Section 7.3A to five (5) days shall be ten (10) days, the reference to thirty (30) days shall be forty- five (45) days, the reference to one hundred twenty (120) days shall be one hundred thirty-five (135) days, and the reference to ten (10 business days shall be twenty (20) business days; the reference in Section 9 to ten (10 business days shall be twenty (20) business days; the references in Section 14.1B and 14.1C to fifteen (15) days shall be thirty (30) days; and the references in Section 16.3 to thirty (30) days shall be forty-five (45) days. (v) with respect to any approval required to be obtained from the "Landlord" under the Master Lease, such consent must be obtained from both Master Lessor and Sublessor and the approval of Sublessor may be withheld if Master Lessor's consent is not obtained. (vi) the following provisions are not incorporated into this Sublease, or are incorporated as modified herein: Sections 1, 2, 3.1, 3.2, 3.3; the last full paragraph of Section 3.4; the second paragraph of Section 5.1; the second sentence of Section 7.2F; the proviso in the first sentence of Section 7.3A; the reference to "Landlord" in the first sentence of Section 6.3 shall apply only to the Master Lessor; the word "negligence" in the last sentence of Section 10.2 is replaced with the phrase "gross negligence;" the termination rights of Tenant set forth in Section 12 shall apply only with respect to the Sublease Premises; the proviso in the first sentence of Section 15.1; the reference to "one percent (1%)" in Section 16.2B shall be "five percent (5%);" Section 17; the first sentence of the second paragraph of Section 18.1; the reference to "Landlord" in the third sentence of Section 18.2 shall apply only to the Master Lessor; Section 19; the fourth sentence in Section 20.3C; the proviso in the second sentence of Section 20.11; the addresses set forth in Section 20.16 are replaced with the addresses set forth below in Paragraph 13.4 of this Sublease; Section 20.18; Section 21; Sections 22B through 22F; Exhibits A and B; and all amendments to the Master Lease described in Recital A above. 7. Right to Cure. If Sublessee fails to pay any sum of money to Sublessor ------------- or to Master Lessor, or fails, within any applicable grace periods provided for therein, or to perform any other act on its part to be performed hereunder, then Sublessor may, but shall not be obligated to make such payment or perform such act. All such sums paid and all costs and expenses of performing any such act shall be deemed additional rent payable by Sublessee to Sublessor upon demand, together with interest thereon at the interest rate described in Section 20.14 of the Master Lease. 5. <PAGE> 8. Insurance, Sublessee agrees to carry the insurance coverage described --------- in Section 11.1 of the Master Lease during the term of this Sublease. Sublessee shall name Sublessor as an additional insured under the required insurance policies. Prior to occupancy of the Sublease Premises, Sublessee shall deliver a certificate of insurance evidencing the above to Sublessor and Master Lessor. 9. Assignment and Subletting. ------------------------- 9.1 Restriction on Assignment and Subletting. Sublessee shall not ---------------------------------------- assign, sublease, transfer or encumber this Sublease or any interest therein or grant any license, concession or other right of occupancy of the Sublease Premises or any portion thereof or otherwise permit the use of the Sublease Premises or any portion thereof by any party other than Sublessee (any of which events is hereinafter called a "Transfer") without the prior written consent of the Master Lessor pursuant to Section 14 of the Master Lease and the Sublessor, which consent of Sublessor shall not be unreasonably withheld or delayed. Sublessor's consent shall be considered reasonably withheld if (i) the proposed transferee is determined by Sublessor to not be financially sound applying generally accepted accounting principles in making such determination; (ii) Sublessee is in default; or (iii) any portion of the Sublease Premises would become subject to additional or different governmental laws or regulations as a consequence of the proposed Transfer and/or the proposed transferee's use and occupancy of the Sublease Premises and or which impose significant financial burden on Sublessor as a result thereof. Sublessee acknowledges that the foregoing is not intended to be an exclusive list of the reasons for which Sublessor may reasonably withhold its consent to a proposed Transfer. Any attempted Transfer in violation of the terms of this Paragraph 9 shall, at Sublessor's option, be void. Consent by Sublessor to one or more Transfers shall not operate as a waiver of Sublessor's rights as to any subsequent Transfers. Notwithstanding the foregoing, Sublessee shall be permitted the rights of assignment or subletting described in Section 14.1E of the Master Lease provided that (i) Sublessee gives written notice to Sublessor at least thirty (30) days prior to such proposed transfer together with such information as shall establish that the proposed Transfer qualifies for the exemption set forth in Section 14.1E; (ii) the proposed transferee delivers to Sublessor concurrent with any such assignment or subletting an assumption agreement whereby the proposed transferee assumes and agrees to perform, observe and abide by the terms, conditions, obligations and provisions of the Sublease; and (iii) in the case of a proposed Transfer to an affiliate, the entity status is not established as a subterfuge in an attempt to avoid the provisions of this Sublease respecting assignment and subletting. 9.2 Required Notice. If Sublessee requests Sublessor's consent to a --------------- Transfer, Sublessee, together with such request, shall provide Sublessor with the name of the proposed transferee and the nature of the business of the proposed transferee, the term, use, rental rate and all other material terms and conditions of the proposed Transfer, including, without limitation, a copy of the proposed assignment, sublease or other contractual documents and evidence satisfactory to Sublessor that the proposed transferee is financially sound. Notwithstanding Sublessor's agreement to act reasonably under subparagraph 9.1 above, Sublessor may, within thirty (30) days after its receipt of all information and documentation required herein consent to or reasonably refuse to consent to such Transfer in writing. In the event Sublessor consents to any such Transfer, the Transfer and consent thereto shall be in a form reasonably approved by Sublessor, and Sublessee shall bear all actual costs and expenses incurred by Sublessor in connection with the review and approval of such assignment or sublease documentation. 9.3 Bonus Rent. If Sublessor consents to any Transfer pursuant to ---------- this Paragraph 9, Sublessee may, within one hundred twenty (120) days thereafter, enter into such assignment or sublease of the Sublease Premises or portion thereof upon the terms and conditions set forth in the notice furnished to Sublessee pursuant to subparagraph 9.2 above. However, one 6. <PAGE> hundred percent (100%) of any rent or other consideration for the first year of the Sublease and fifty percent (50%) of any rent or other consideration for the remainder of the Sublease realized by Sublessee under any such assignment or sublease (the "Transfer Consideration") in excess of the Base Monthly Rent and Additional Rent payable hereunder (or the amount thereof proportionate to the portion of the Sublease Premises subject to such sublease or assignment) shall be paid to Sublessor, after deducting therefrom all actual costs and reasonable expenses incurred by Sublessee to effect the transfer including but not limited to rent concessions, advertising costs any customary brokers' commissions and reasonable attorneys' fees in connection with such assignment or sublease amortized on a straight line basis (without interest) over the term of the sublease or assignment. Sublessee hereby covenants and agrees to promptly pay to Sublessor the Transfer Consideration as and when received by Sublessee, but in no event more than ten (10) days after receipt thereof. 9.4 Effect of Transfer. Any Transfer consented to by Sublessor in ------------------ accordance with this Paragraph 9 shall be only for the use permitted by Section 5.1 of the Master Lease and for no other purpose. In no event shall any Transfer release or relieve Sublessee or any Guarantor from any obligations under this Sublease. 10. Sublessor's Representations, Warranties and Covenants. Sublessor ----------------------------------------------------- hereby represents and warrants to Sublessee that as of the commencement of the Sublease (i) that the document attached as Exhibit A to this Agreement is a true, correct and complete copy of the Master Lease, and that the Master Lease represents the entire agreement between Sublessor and Master Lessor with respect to the lease of the Sublease Premises, (ii) that, to the best knowledge Of Sublessor, there is no default, or any condition which with the passage of time or the giving of notice, or both, would constitute a default, on the part of either party to the Master Lease, (iii) Sublessor has not assigned, encumbered or otherwise transferred any interest of Tenant under the Master Lease with respect to the Sublease Premises, (iv) the Expiration Date of the Master Lease is December 31, 2002, and (v) there are no third party consents required with respect to this lease transaction other than the consent of Master Lessor; and Sublessor has duly authorized this lease transaction. 11. Amendments to Master Lease. Sublessor agrees that it shall not, -------------------------- without the prior written consent of Sublessee, which consent shall not be unreasonably withheld or delayed, enter into any amendment to the Master Lease which prevents or materially adversely affects the use by Sublessee of the Sublease Premises in accordance with the terms of this Sublease, materially increases the obligations of Sublessee under this Sublease or materially decreases Sublessee's rights under this Sublease. 12. Miscellaneous ------------- 12.1 Attorney's Fees. If either Sublessor or Sublessee brings any --------------- action or proceeding, whether legal, equitable or administrative, to enforce rights and obligations under this Sublease, or to declare rights hereunder, the prevailing party in any such action or proceeding shall be entitled to recover from the other party reasonable attorneys' fees and costs of suit, in addition to any other relief allowed by the court. 12.2 Brokers. The parties agree that they have dealt with no real ------- estate broker in connection with this Sublease other than Cornish and Carey, and they agree to indemnify and hold each other harmless from and against any damage or expense incurred by reason of any other broker claiming a right to any commission or compensation as a result of its dealings with the indemnifying party. 12.3 Authority to Execute. Sublessee and Sublessor each represent -------------------- and warrant to the other that the person(s) executing this Sublease on behalf of each party is (are) duly 7. <PAGE> authorized to execute and deliver this Sublease on that party's behalf. 12.4 Notices. Any notice required or permitted to be given under ------- this Sublease, including any change of address for purpose of giving notice, shall be in writing, and shall be given as provided in Section 20.16 of the Master Lease. For purposes of this Sublease, the addresses of the parties are set forth below: Sublessor --------- Apple Computer, Inc. One Infinite Loop Mail Stop 35-AOK Cupertino, CA 95014 Attention: Real Estate Department With copies of default notices only to: ------------------------ Apple Computer, Inc. One Infinite Loop Cupertino, CA 95014 Attention: General Counsel/esm Sublessee --------- NVidia 3535 Monroe Street Santa Clara, CA 95051 12.5 Incorporation of Prior Agreements. This Sublease incorporates --------------------------------- all agreements of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, whether oral or written. 12.6 Modifications, This Sublease may be modified or amended only by ------------- an instrument in writing, executed by both parties in interest hereunder. 12.7 Governing Law; Severability. This Sublease shall be governed by --------------------------- and construed in accordance with the laws of the State of California. If any term or provision of this Sublease is found by a court of competent jurisdiction to be void or unenforceable, such term or provision shall be deemed severed from the remainder of the terms and provisions of this Sublease, and said remainder shall remain in full force and effect, according to its terms, to the extent permitted by law. 12.8 Parking. Subject to the provisions of Section 18.1 of the ------- Master Lease, Sublessee shall have the non-exclusive right at no additional cost, to use all parking spaces located in the Outside Area as outlined in red on Exhibit D attached hereto. 12.9 Hazardous Materials. Attached hereto as Exhibit E is an ------------------- environmental report prepared by Kennedy/Jenks Consultants with respect to the Sublease Premises. Other than the information contained in such reports, Sublessor represents and warrants that it has not received any written notice of the release or disposal of any Hazardous Materials on or about the Sublease Premises in violation of any Hazardous Materials Laws. Sublessor represents and warrants that it has not released or disposed of any Hazardous Materials on or about the Sublease Premises in violation of Hazardous Materials Laws. Except as otherwise provided herein and except for the foregoing representation, Sublessor makes no representation or warranty of any kind whatsoever with respect to any Hazardous Materials on or about the Premises. 8. <PAGE> 12.10 Signage. Sublessee's signage rights shall be subject to the ------- provisions of Section 20.12 of the Master Lease, as amended hereby. 12.11 Subordination; Nondisturbance Agreement. Prior to the --------------------------------------- Commencement Date, Sublessor shall request from Master Lessor, a nondisturbance agreement from Master Lessor's lender which is reasonably acceptable to Sublessee, and shall use reasonable efforts to obtain the same from Master Lessor; provided, however, Sublessee's receipt of a non-disturbance agreement from Master Lessor's lender shall not be a condition of this Sublease. 12.12 Exhibits. Subject to the terms hereof, all exhibits attached --------- hereto are incorporated herein. 13. Landlord's Lien. Notwithstanding anything herein to the contrary, --------------- but subject to any rights Sublessor may have under Exhibit C, Sublessor waives any and all rights, title and interest Sublessor now has, or hereafter may have, whether statutory or otherwise, to Sublessee's inventory, equipment, furnishings, trade fixtures, books, and records, personal property, tenant improvements paid for by Sublessee located at the Premises (singly and/or collectively, the "Collateral"). Sublessor acknowledges that Sublessor has no lien, right, claim, interest or title in or to the Collateral. Sublessor further agrees that Sublessee shall have the right, at its discretion, to mortgage, pledge, hypothecate or grant a security interest in the arrangement related to the conduct of Sublessee's business at the Premises. The Collateral shall not become the property of Sublessor and may be removed by Sublessee or at any time and from time to time during the entire term of this Lease. Sublessee shall promptly repair any damage caused by the removal of such property, whether effected by Sublessee. 14. Furniture Purchase. Concurrently herewith, Sublessor agrees to sell ------------------ 223 cubicle work stations to include files and chairs and existing white board (collectively the "Furniture") subject to the terms set forth in the attached Exhibit F ("Furniture") to the Sublease. Sublessor acknowledges that the agreement to sell the Furniture to Sublessee on the terms and conditions set forth herein is a material inducement for Sublessee to enter into this Sublease and the consummation of such sale on the terms and conditions reasonable satisfactory to Sublessee shall be condition of this transaction. 15. Effectiveness; Consent of Master Landlord. This Sublease shall be of ----------------------------------------- no force or effect unless and until the Master Lessor has executed and delivered to Sublessee and Sublessor a fully executed consent to this Sublease, which the Parties will pursue promptly and in good faith. 9. <PAGE> IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease on the dates set forth below, to be effective as of the date first set forth above. SUBLESSOR: SUBLESSEE: APPLE COMPUTER, INC. NVIDIA, INC. By: By: -------------------------------- -------------------------------- Its: Its: ------------------------------- ------------------------------- Date: Date: ------------------------------ ------------------------------ <PAGE> LESSOR'S CONSENT Subject to the conditions listed below, MPJ, a California general partnership ("Lessor"), hereby consents to the forgoing Sublease between Apple Computer, Inc., a California corporation ("Sublessor"), and NVidia, a Delaware corporation ("Sublessee"), dated April 2, 1998 (the "Sublease"). The foregoing consent of Lessor is subject to the following conditions: 1. This Consent shall not relieve Sublessor of any liability or obligations under the Master Lease and Sublessor shall continue to remain liable under the Master Lease as a principal obligor and not as a surety. 2. This Consent shall not be deemed to be a consent to any future sublease and any further subletting of the Premises shall require the prior written consent of Lessor. 3. This Consent shall not be deemed to be a consent to any construction of any tenant improvements other than Sublessee's Improvements as set forth in Exhibit G of the Sublease, which Improvements neither Tenant under the Master Lease, nor Sublessee shall have any restoration obligations to the Premises and neither party shall be required to remove such Improvements at the termination of the Sublease or Master Lease. Exhibit G plans are attached and initialed by the parties, and made a part hereof. 4. Except as provided herein, this Consent shall not alter or amend any term of provision of the Master Lease, all of which shall remain unamended and in full force and effect. 5. Lessor shall be provided a Certificate of Insurance evidencing Sublessee's coverage under the terms of the Lease, naming MPJ and South Bay Development as additional insured. 6. Notwithstanding anything in the Sublease to the contrary, Lessor does not agree to execute and deliver a nondisturbance agreement and does not agree that it will be bound by the terms of the Sublease if the Master Lease terminates. 7. Master Lessor represents and warrants to Sublessee that it is not aware of any defaults on the part of Sublessor, and there are no defaults on the part of Master Lessor at the time of execution hereof. <PAGE> IN WITNESS WHEREOF, Landlord has executed this Consent on the date set forth opposite of its signatures MPJ, a California General Partnership Dated: By: ---------------------- -------------------------------------- James D. Mair, General Partner By: -------------------------------------- W. Leslie Pelio, General Partner By: -------------------------------------- William F. Jury, General Partner The foregoing conditions to Lessor's Consents are hereby accepted. "SUBLESSEE" NVidia, a Delaware corporation By: -------------------------------------- Print: ---------------------------------- Title: ---------------------------------- Date: ----------------------------------- "SUBLESSOR" Apple Computer, Inc., a California corporation By: -------------------------------------- Print: ---------------------------------- Title: ---------------------------------- Date: ----------------------------------- <PAGE> EXHIBIT A MASTER LEASE ------------ <PAGE> EXHIBIT A SIXTH AMENDMENT TO LEASE ------------------------ THIS SIXTH AMENDMENT TO LEASE (the "Amendment") is made and entered into as of December 22, 1995 by and between MPJ, a California general partnership ("Landlord"), and a APPLE COMPTER, INC., a California corporation ("Tenant"), with reference to the following facts. RECITALS -------- A. Tenant and Landlord entered into a certain lease agreement dated June 1, 1988, amended by that certain Memorandum of Lease dated June 1, 1998; First Amendment to Lease dated May 31, 1989, that certain Second Amendment to Lease dated November 9, 1989, that certain Third Amendment to Lease dated February 8, 1995, that certain Fourth Amendment to Lease dated March 29, 1995, and that certain Fifth Amendment to Lease dated June 20, 1995 (as amended, the "Lease"), pursuant to which Tenant leases from Landlord certain premises described in the Lease (the "Premises") and located in the building known as the Lawrence Business Center in Santa Clara, California (the "Building"). B. In order to facilitate the making of a loan from Connecticut General Life Insurance Company to Landlord to finance the Building, Landlord and Tenant wish to amend paragraph ten (10) of Fourth Amendment to the Lease in certain respects set forth below to provide for the disposition of the lease termination fee provided for in the Lease. AGREEMENT --------- In consideration of the recitals set forth above and the covenants contained herein, Landlord and Tenant hereby agree as follows: 1. Lease Termination Notice. Paragraph 10(a) of the Fourth Amendment to ------------------------ Lease is hereby amended by adding the following language at the end of the paragraph: "Tenant and Landlord further agree to promptly give Lender written notice of any election by Tenant to exercise any option to terminate the Lease prior to its stated expiration date. The notice address for Lender is Connecticut General Life Insurance Company, 900 Cottage Grove Road, Bloomfield, CT, 06002, Attention: Real Estate Investment." 2. Lease Termination Fee. Paragraph 10(b) of the Fourth Amendment to --------------------- Lease is here by amended by adding the following language to the end of the paragraph: "Landlord and Tenant hereby further agree that any payment due and payable by Tenant to Landlord under the Lease as consideration, fee or penalty for any option of Tenant under the Lease to terminate the Lease prior to its stated expiration date (a "Termination Fee") shall be paid by Tenant directly to an escrow account established and controlled solely by Connecticut General Life Insurance Company ("Lender") in accordance with such instructions as Lender shall deliver to Tenant or Landlord. Tenant agrees that it will not make any payment of any such Termination Fee under the Lease, or any portion thereof, directly to Landlord without prior written consent from Lender, and Landlord agrees that it will neither accept nor request any payment of any such Termination Fee directly from Tenant without prior written consent from Lender." 3. Third-Party Beneficiary. Tenant and Landlord hereby acknowledge and ----------------------- agree that Lender (and any of its successors or assigns), is a third-party beneficiary of the provisions of this Amendment. 4. No Other Modifications. Except as specifically set forth in this ---------------------- Amendment, all provisions of the Lease shall remain in full force and effect. <PAGE> 5. Authority. Each of the persons executing this instrument on behalf of --------- a party hereto does hereby covenant and warrant that such party is a duly authorized and existing entity, that such party has full right and authority to fulfill each of its responsibilities and obligations hereunder, and that each and all of the persons signing on behalf of such party are authorized to do so. Upon any party's request, any other party hereto will provide the requesting party with evidence reasonably satisfactory to the requesting party confirming the foregoing covenants and warranties. 6. Successors and Assigns. All provisions of this instrument will be ---------------------- binding upon and inure to the benefit of, the parties hereto, their successors and assigns. 7. General Provisions. (a) No waiver by any party of any of the ------------------ provisions of this Amendment will be effective unless in writing and signed by an authorized representative of the party making such waiver, and then only to the extent expressly provided in such written waiver. (b) Time is of the essence. (c) This Amendment will be governed by California law. (d) The captions preceding the sections of this instrument have been inserted for convenience of reference and such captions in no way define or limit the scope or intent of any provision hereof. (e) This Amendment may be executed in separate counterparts, each of which, when taken together shall constitute a single document. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. TENANT: ------ APPLE COMPUTER, INC. A California corporation By: /s/ Robert A.Hecox ---------------------------- Robert A. Hecox Director, Real Estate ---------------------------- Its_________________________ LANDLORD: -------- MJP, a California general partnership /s/ James D. Mair By ---------------------------- James D. Mair General Partner /s/ William F. Jury By ---------------------------- William F. Jury General Partner /s/ W. Leslie Pelio By _________________________ W. Leslie Pelio General Partner <PAGE> FIFTH AMENDMENT TO LEASE This Fifth Amendment to Lease is made and entered into as of June 20, 1995, by and between MPJ, a California general partnership ("Landlord") and APPLE COMPUTER, INC., a California corporation ("Tenant") with reference to the following facts, understandings and intentions: A. Landlord and Tenant entered into a Lease Agreement dated as of June 1, 1988 covering certain premises located in the City of Santa Clara, California (the "Original Lease"). The Original Lease was amended by a First Amendment to Lease dated as of May 31, 1989 (the "First Amendment"), by a Second Amendment to Lease dated as of November 9, 1989 (the "Second Amendment"), by a Third Amendment to Lease dated as of February 8, 1995 (the "Third Amendment") and by a Fourth Amendment to Lease dated as of March 29, 1995 (the "Fourth Amendment"). The Original Lease as amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment is hereinafter referred to as the "Lease". B. The parties desire to amend the Lease by, among other things, deleting Building A from the Premises covered by Lease effective as of June 20, 1995. NOW, THEREFORE, Landlord and Tenant hereby agree that the Lease is amended as follows: 1. Effective as of June 20, 1995, Building A (as shown on the Site Plan attached to the Original Lease as EXHIBIT "A") is deleted from the Premises covered by the Lease. Accordingly, from and after June 1, 1995, the Premises shall include only Buildings B, C and D. Landlord hereby accepts Building A in its "as-is" condition including the building's roof and operating systems. Tenant shall have no further responsibility or liability for any repairs, replacement or restorations to Building A. In addition, Landlord and Tenant expressly agree that the items listed on the inspection report prepared by Therma for National Semiconductor dated May 1995 for 3565 Monroe, Santa Clara, California ( a copy of which report is attached hereto as EXHIBIT "A") are not the responsibility of Tenant and Tenant shall have no responsibility for repairs or have any liability for any cost for those items listed in this report. 2. Notwithstanding the deletion of Building A from the Premises effective as of June 20, 1995, Tenant shall pay to Landlord the Base Monthly Rent and Additional Rent applicable to Building A for the entire month of June, 1995. Landlord hereby acknowledges receipt of such payment. 3. On or before June 30, 1995, Tenant shall pay to Landlord, 1 <PAGE> as a lease termination payment and in addition to all other amounts due under the Lease, the sum of ______________________. 4. Landlord and Tenant acknowledge and agree that the Base Monthly Rent for Buildings B, C & D payable by Tenant to Landlord pursuant to Section 3.1 of the Lease during the period July 1, 1995 through December 31, 1995, shall be the sum of 5. Notwithstanding the actual date on which Building A is deleted from the Premises, Landlord and Tenant agree that effective as of July 1, 1995, Tenant's Pro Rata Share as defined in Section 3.4 of the Lease, shall be: 218,816/275,264 or 79.49% 6. The first sentence of the second grammatical paragraph of Section 18.1 of the Lease is deleted in its entirety and the following language is substituted in lieu thereof: Tenant shall have the exclusive right to use all parking spaces located in the Outside Area except for the parking spaces located in the portion of the Outside Area highlighted on Exhibit "B" attached hereto and made a part hereof (the "Excluded Area"). The parking area in the Excluded Area shall be for the exclusive use of the lessee of Building A and its employees and invitees. Tenant shall not park or permit its employees or invitees to park in the parking spaces located in the Excluded Area. 7. Tenant shall modify any of its existing signs to delete any reference to "3565" or "3865 Monroe". A new monument sign may be constructed by Landlord or the new lessee of Building A provided the monument sign is constructed to the left of the existing transformer, as Building A is faced from Monroe Street. 8. Except as modified herein, the Lease shall remain unamended and in full force and effect. [DOCUMENT CONTINUES] 2 <PAGE> IN WITNESS WHEREOF, Landlord and Tenant have executed this Fourth Amendment to Lease as of the day and year first above-written. LENDER: TENANT: MPJ, APPLE COMPUTER, INC., a California general a California corporation partnership /s/ James D. Mair /s/ Robert A. Hecox By: --------------------------- By: ------------------------ JAMES D. MAIR Its: General Partner Name:_______________________ --------------------------- Robert A. Hecox Title: Director, Real Estate 6/16/95 /s/ William F. Jury --------------------- By: --------------------------- WILLIAM F. JURY Its: General Partner --------------------------- /s/ W. Leslie Pelio By: --------------------------- W. LESLIE PELIO Its: General Partner --------------------------- 3 <PAGE> EXHIBIT "A" -------------------------------------------------------------------------------- [LETTERHEAD OF THERMA APPEARS HERE] -------------------------------------------------------------------------------- Attention: Eric Bergtraun From our recent inspection we make the following recommendations: AC-1 ---- Replace filters, belt, leaking first stage sight glass, supply fan motor bearings; adjust and properly set power exhaust dampers, economizer and inlet vane actuators; clean condenser coil, condensate pan, and pipe condensate drain P-trap to drain: ...................................................................... $1,963.73 Air Handler 1 ------------- Replace filter and reglue insulation on fan access panel:............. $91.51 Condensing Unit 1 ----------------- Operating normally at this time. AC-2 ---- Replace filters, belts, exhaust fan motor pulley, supply fan motor bearings, exhaust fan motor bearings; rewire morning warmup (currently disconnected); verify operation*; adjust inlet vanes for proper operation; clean condensate pan; resecure condensate piping; clean condenser coils and compartment. First stage refrigerant circuit low on charge. Need to locate leak, repair and recharge with refrigerant. Oil is noted around liquid line solenoid valve. May need to be replaced (to be determined at completion of leak repairs): .................................................................... $2,964.43** AC-3 ---- Replace belts and filters; clean condensate pan, condenser coils; resupport condensate piping; replace two leaking compressor oil sight glasses; verify operation*: .................................................................... $1,427.30 AC-4 ---- Replace belts, filters, supply fan shaft bearings, motor bearings, first and second stage oil sight glasses; adjust inlet vanes. First stage refrigeration circuit has no charge. Need to locate leak, repair and recharge with refrigerant**; replace liquid line filter drier: .................................................................... $2,899.77 <PAGE> National Semiconductor/Apple 1 Inspection Report 3565 Monroe, Santa Clara May 1995 -------------------------------------------------------------------------------- AC-6 ---- Replace belt, filter, supply fan shaft bearings, clean and degrease compressors: ...................................................................... $997.24 AC-7 Replace filters, reconnect economizer*, verify operation:............. $ 489.60 AC-8 ---- Replace filters and belt:............................................. $69.39 BOILER 1 -------- Resecure loose pipe insulation; clean burner pan and compartment; lag down boiler pump: ......................................................... $352.03 EF-1 ---- Replace belt and motor bearing:....................................... $ 521.25 EF-3 ---- Operating normally at this time. EF-4 ---- Replace motor......................................................... $ 659.99 EF-5 ---- Operating normally at this time. EF-6 ---- No power to motor. Visually appears to be okay--will need power in order to check. EF-7 ---- Replace motor......................................................... $609.05 EF-8 ---- No power to motor--cannot verify operation. <PAGE> National Semiconductor/Apple 1 Inspection Report 3565 Monroe, Santa Clara May I995 -------------------------------------------------------------------------------- EF-9 ---- Replace motor:.......................................................... $609.05 EF-10 ----- No power to motor. Visually appears to be okay--will need power in order to check. EF-11 ----- Was used for chamber. No longer in building. Need to resecure exhaust stack: ........................................................................ $148.00 EF-13 ----- Replace motor:.......................................................... $609.05 EF-14 ----- No power to motor. Visually appears okay. EF-15 ----- Operating normally at this time. EF-16 ----- Replace motor:.......................................................... $609.05 EF-17 ----- Replace motor:.......................................................... $609.05 AIR STATION ----------- Degrease and clean air compressor, tighten all fittings, clean air tank auto drain, reconnect drain piping, remove and plug leaking manual drain:.................................................................. $375.26 Note: Air compressor is oversized for application. TIME CLOCK PANEL ---------------- Replace four burned out indicator lights:............................... $180.33 EXHAUST DUCT ------------ Need to cap duct where fan was removed:................................. $251.08 <PAGE> National Semiconductor/Apple 1 Inspection Report 3565 Monroe, Santa Clara May 1995 -------------------------------------------------------------------------------- FUME HOOD EXHAUST ----------------- Replace belt:.......................................................... $41.29 In general there is miscellaneous abandoned electrical on roof for removed equipment. Materials will need to be ordered. Please allow 3-5 days for availability upon authorization. * Should further repairs be diagnosed as needed, they will be quoted as discovered. ** Refrigerant leak repairs do not include replacement of components except as noted. Should a component be diagnosed as needed, it will be quoted. If you have any questions or I can be of assistance, please give me a call. Sincerely, /s/ Diana Rossi Diana Rossi: Authorized by: __________________________________ Date: ________________ P.O. #: ________________________ <PAGE> [MAP OF MONROE STREET BUILDINGS APPEARS HERE] EXHIBIT B <PAGE> FOURTH AMENDMENT TO LEASE This Fourth Amendment to Lease is made and entered into as of March 29, 1995, by and between MPJ, a California general partnership ("Landlord") and APPLE COMPUTER, INC., a California corporation ("Tenant") with reference to the following facts, understandings and intentions: A. Landlord and Tenant entered into a Lease Agreement dated as of June 1, 1988 covering certain premises located in the City of Santa Clara, California (the "Original Lease"). The Original Lease was amended by a First Amendment to Lease dated as of May 31, 1989 (the "First Amendment"), by a Second Amendment to Lease dated as of November 9, 1989 (the "Second Amendment") and a Third Amendment to Lease dated as of February 8, 1995 (the "Third Amendment"). The Original Lease as amended by the First Amendment, Second Amendment and Third Amendment is hereinafter referred to as the "Lease". B. The parties desire to amend the Third Amendment in its entirety and replace it with this Fourth Amendment. C. The term of the Lease is currently scheduled to end on December 31, 1995. D. The parties desire to amend the Lease by, among other things, extending the term of the Lease for seven (7) years, and deleting Building A from the Premises covered by Lease effective as of January 1, 1996. NOW, THEREFORE, Landlord and Tenant hereby agree that the Lease is amended as follows: 1. The Third Amendment is deleted in its entirety and shall no longer have any force or effect. This Fourth Amendment supersedes and replaces the Third Amendment. 2. The term of the Lease is hereby extended for an additional period of seven (7) years beginning on January 1, 1996 and ending on December 31, 2002. 3. Effective as of January 1, 1996, Building A (as shown on the Site Plan attached to the Original Lease as Exhibit "A") is deleted from the Premises covered by the Lease. Accordingly, from and after January 1, 1996, the Premises shall include only Buildings B, C and D. The Lease shall remain in full force and effect with respect to Building A through and including December 31, 1995. On or before December 31, 1995, Tenant shall surrender Building A to Landlord in the condition required by Section 7.2.D of the Original Lease and Paragraphs 7 and 8 of the First Amendment. 1 <PAGE> 4. The Base Monthly Rent payable by Tenant to Landlord pursuant to Section 3.1 of the Lease during the period January 1, 1996 through December 31, 2002, shall be the following respective sums during the following respective time periods: TIME PERIOD BASE MONTHLY RENT ----------- ----------------- 1/01/96 - 6/30/98 7/01/98 - 12/31/2000 1/01/2001 - 12/31/2002 5. Effective as of January 1, 1996, Tenant's Pro Rata Share as defined in Section 3.4 of the Lease, shall be: 218,816/275,264 or 79.49% 6. Section 17.1 of the Lease is deleted in its entirety. 7. The first sentence of the second grammatical paragraph of Section 18.1 of the Lease is deleted and the following language is substituted in lieu thereof: Tenant shall have the nonexclusive right to use seventy-nine percent (79%) of all parking spaces located in the Outside Area. If Landlord or Tenant requests, Landlord shall designate Seventy-nine percent (79%) of the parking spaces located in the Outside Area for Tenant's exclusive use. 8. Section 19 of the Lease is deleted in its entirety. 9. The first and second grammatical paragraphs of Section 6 of the Second Amendment are amended in their entirety to read as follows: Tenant is hereby granted one additional option to extend the term of this Lease for one period of three (3) years (the "Second Option Term"), such extension to be on the same terms and conditions as the initial term, except for the Base Monthly Rent which shall be determined as provided below. It shall be a condition precedent to the exercise of the Second Option Term that Tenant shall not be in default under this Lease at the time of exercise of such Second Option. If Tenant elects to exercise the Second Option, Tenant shall exercise said Second Option only by written notice delivered to Landlord not later than June 30, 2002. There shall be no further options to extend the term of this Lease at 2 <PAGE> the end of the Second Option Term. The Base Monthly Rent payable during the Second Option Term shall be (i) the greater of ninety-two (92%) of the fair market rental for the premises, or (ii) 10. At any time on or after January 1, 2000, Tenant shall have the right to terminate this Lease only by doing all of the following: (a) Giving Landlord, at any time on or after January 1, 1999 but at least twelve (12) months prior to Tenant's desired early termination date, written notice ("Tenant's Early Termination Notice") stating that Tenant elects to terminate the term of this Lease pursuant to this Paragraph l0 and specifying Tenant's desired early termination date (the "Early Termination Date"), which date must be at least twelve (12) months following Landlord's receipt of Tenant's Early Termination Notice and shall in no event be earlier than January 1, 2000; and (b) Paying to Landlord, concurrently with the Early Termination Date, a cash sum equal to ___________ of all of the Base Monthly Rent and Additional Rent that would have been payable under the Lease from and after the Early Termination Date through December 31, 2002 discounted to its then present value at a discount rate equal to the Bank of America Reference Rate in effect at the time of the Early Termination Date. (For purposes of determining the Additional Rent that would have been payable after the Early Termination Date, it shall be assumed that the Additional Rent would have increased after the Early Termination Date at the rate of three percent (3%) per year). This payment shall be in addition to, and shall not be credited against, the Base Monthly Rent and Additional Rent due under this Lease prior to the Early Termination Date. During the twelve (12) month or more period of time between the date Tenant exercises its early termination right and the Early Termination Date, Tenant shall continue to be obligated to perform all of its obligations under the Lease, including payment of all Base Monthly Rent and Additional Rent accruing through and including the Early Termination Date. 11. Except as modified herein, the Lease shall remain unamended and in full force and effect. [DOCUMENT CONTINUES] 3 <PAGE> IN WITNESS WHEREOF, Landlord and Tenant have executed this Fourth Amendment to Lease as of the day and year first above-written. LENDER: TENANT: MPJ, APPLE COMPUTER, INC., a California general a California corporation partnership By: /s/ James D. Mair By: /s/ Joseph A. Graziano --------------------------- --------------------------------- JAMES D. MAIR Its: General Partner Name: JOSEPH A. GRAZIANO -------------------------- ------------------------------- By: /s/ W. Leslie Pelio Title: Executive Vice President and Chief Financial Officer --------------------------- ------------------------------ W. LESLIE PELIO 4/4/95 ------------------------------ Its: General Partner -------------------------- By: /s/ William F. Jury --------------------------- WILLIAM F. JURY Its: General Partner -------------------------- 4 <PAGE> THIRD AMENDMENT TO LEASE This Third Amendment to Lease is made and entered into as of February 8, 1995, by and between MPJ, a California general partnership ("Landlord") and APPLE COMPUTER, INC., a California corporation ("Tenant") with reference to the following facts, understandings and intentions: A. Landlord and Tenant entered into a Lease Agreement dated as of June l, 1988 covering certain premises located in the City of Santa Clara, California (the "Original Lease"). The Original Lease was amended by a First Amendment to Lease dated as of May 31, 1989 (the "First Amendment") and by a Second Amendment to Lease dated as of November 9, 1989 (the "Second Amendment"). The Original Lease as amended by the First Amendment and Second Amendment is hereinafter referred to as the "Lease". B. The term of the Lease is currently scheduled to end on December 31, 1995. C. The parties desire to amend the Lease by, among other things, extending the term of the Lease for seven (7) years, and deleting Buildings A and D from the Premises covered by Lease effective as of January 1, 1996. NOW, THEREFORE, Landlord and Tenant hereby agree that the Lease is amended as follows: 1. The term of the Lease is hereby extended for an additional period of seven (7) years beginning on January 1, 1996 and ending on December 31, 2002. 2. Effective as of January 1, 1996, Buildings A and D (as shown on the Site Plan attached to the Original Lease as Exhibit "A") are deleted from the Premises covered by the Lease. Accordingly, from and after January 1, 1996, the Premises shall include only Buildings B and C. The Lease shall remain in full force and effect with respect to Buildings A and D through and including December 31, 1995. On or before December 31, 1995, Tenant shall surrender Buildings A and D to Landlord in the condition required by Section 7.2.D of the Original Lease and Paragraphs 7 and 8 of the First Amendment. 3. The Base Monthly Rent payable by Tenant to Landlord pursuant to Section 3.1 of the Lease during the period January 1, 1996 through December 31, 2002, shall be the following respective sums during the following respective time periods: 1 <PAGE> TIME PERIOD BASE MONTHLY RENT ----------- ----------------- 1/01/96 - 6/30/98 7/01/98 - 12/31/2000 1/01/2001 - 12/31/2002 4. Effective as of January 1, 1996, Tenant's Pro Rata Share as defined in Section 3.4 of the Lease, shall be: 166,352/275,264 or 60.43% 5. Section 17.1 of the Lease is deleted in its entirety. 6. The first sentence of the second grammatical paragraph of Section 18.1 of the Lease is deleted and the following language is substituted in lieu thereof: Tenant shall have the nonexclusive right to use sixty percent (60%) of all parking spaces located in the Outside Area. If Landlord or Tenant requests, Landlord shall designate sixty percent (60%) of the parking spaces located in the Outside Area for Tenant's exclusive use. 7. Section 19 of the Lease is deleted in its entirety. 8. The first and second grammatical paragraphs of Section 6 of the Second Amendment are amended in their entirety to read as follows: Tenant is hereby granted one additional option to extend the term of this Lease for one period of three (3) years (the "Second Option Term"), such extension to be on the same terms and conditions as the initial term, except for the Base Monthly Rent which shall be determined as provided below. It shall be a condition precedent to the exercise of the Second Option Term that Tenant shall not be in default under this Lease at the time of exercise of such Second Option. If Tenant elects to exercise the Second Option, Tenant shall exercise said Second Option only by written notice delivered to Landlord not later than June 30, 2002. There shall be no further options to extend the term of this Lease at the end of the Second Option Term. The Base Monthly Rent payable during the Second Option Term shall be (i) the greater of the fair market rental for 2 <PAGE> the premises, or (ii) 9. At any time on or after January 1, 2000, Tenant shall have the right to terminate this Lease only by doing all of the following: (a) Giving Landlord, at any time on or after January 1, 1999 but at least twelve (12) months prior to Tenant's desired early termination date, written notice ("Tenant's Early Termination Notice") stating that Tenant elects to terminate the term of this Lease pursuant to this Paragraph 9 and specifying Tenant's desired early termination date (the "Early Termination Date"), which date must be at least twelve (12) months following Landlord's receipt of Tenant's Early Termination Notice and shall in no event be earlier than January 1, 2000; and (b) Paying to Landlord, concurrently with the Early Termination Date, a cash sum equal to ___________ of all of the Base Monthly Rent and Additional Rent that would have been payable under the Lease from and after the Early Termination Date through December 31, 2002 discounted to its then present value at a discount rate equal to the Bank of America Reference Rate in effect at the time of the Early Termination Date. (For purposes of determining the Additional Rent that would have been payable after the Early Termination Date, it shall be assumed that the Additional Rent would have increased, after the Early Termination Date at the rate of three percent (3%) per year). This payment shall be in addition to, and shall not be credited against, the Base Monthly Rent and Additional Rent due under this Lease prior to the Early Termination Date. During the twelve (12) month or more period of time between the date Tenant exercises its early termination right and the Early Termination Date, Tenant shall continue to be obligated to perform all of its obligations under the Lease, including payment of all Base Monthly Rent and Additional Rent accruing through and including the Early Termination Date. 10. If Landlord from time to time shall receive a bona fide proposal or letter of intent (the "Third Party Proposal") from a third party to lease (i) all or any portion of Building D, or (ii) all or any portion of Building D together with all or any portion of Building A, and if Landlord is willing to accept such Third Party Proposal, Landlord shall notify Tenant in writing ("Landlord's Offer Notice") of the following basic business terms on which the Landlord is willing to lease such space (collectively referred to herein as "Basic Business Terms"): (a) The description of the space to be leased (the "Offered Space"); 3 <PAGE> (b) The term of the proposed lease; (c) The rent for the initial term or the formula to be used to determine such rent; (d) Any option or options to extend (including the rent to be charged during the extension periods); (e) The contribution, if any, Landlord is willing to make toward the cost of any tenant improvements; and (f) Any other material business terms Landlord elects to specify. Provided that (i) Tenant is not in default under this Lease, (ii) this Lease is in full force and effect, and (iii) Tenant has not assigned this Lease to an unaffiliated third party and is in physical occupancy of at least seventy- five percent (75%) of the area of the Premises, then Tenant shall have the right, for a period of ten (10) business days after Tenant's receipt of Landlord's Offer Notice, to lease the Offered Space on the Basic Business Terms contained in Landlord's Offer Notice and otherwise on the terms and conditions contained in this Lease, by giving written notice of such election prior to the expiration of such ten (10) business day period. Upon the giving of such notice, Tenant shall become obligated to lease the Offered Space and Landlord shall be obligated to lease the Offered Space to Tenant on the Basic Business Terms contained in Landlord's Offer Notice and otherwise on the terms and conditions of this Lease. Landlord and Tenant shall promptly execute an amendment to this Lease reflecting (i) the addition of the Offered Space as part of the Premises and (ii) the Basic Business Terms applicable to the Offered Space. (The parties understand that the term of the Lease as it applies to the Offered Space may be longer or shorter than the term of the Lease with respect to the remainder of the Premises). If Tenant does not deliver to Landlord its written election to lease the Offered Space, within said ten (10) business day election period, or if Tenant does not execute and deliver to Tenant the Amendment to Lease within ten (10) business days after Tenant's receipt thereof, then Landlord shall thereafter have the right, for a period of six (6) months, to lease the Offered Space to any third party on substantially the same Basis Business Terms as are set forth in Landlord's Offer Notice and on such form of lease as Landlord chooses. If the monetary terms of a third party lease (i.e., rent and Landlord's tenant improvement contribution) do not deviate by more than five percent (5%) from those Basic Business Terms specified in Landlord's Offer Notice, the Basic Business Terms of third party lease shall be deemed substantially the same as the Basic Business Terms specified in Landlord's Offer Notice. If Landlord does not enter into a lease with a third party within said six (6) month period, Tenant's rights under this Paragraph 10 4 <PAGE> shall revive. The provisions of this Paragraph 10 shall terminate upon (i) the expiration or earlier termination of this Lease, or (ii) any assignment by Tenant of its interest in this Lease to any unaffiliated third party or the subletting by Tenant of twenty-five percent (25%) or more of the Premises, or (iii) Tenant's failure to exercise its right of first refusal to lease granted herein at its first opportunity to do so (unless Landlord does not enter into a lease with a third party within the six (6) month period described above). 11. Except as modified herein, the Lease shall remain unamended and in full force and effect. IN WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment to Lease as of the day and year first above written. LANDLORD: TENANT: MPJ, APPLE COMPUTER, INC., a California general a California corporation partnership By: /s/ James D. Mair By: /s/ Joseph A. Graziano -------------------------- -------------------------------- JAMES D. MAIR Its: General Partner Name: JOSEPH A. GRAZIANO ------------------------- ------------------------------ By: /s/ William F. Jury Title: Executive Vice President and Chief Financial Officer -------------------------- ----------------------------- WILLIAM F. JURY 2-27-95 ----------------------------- Its: General Partner ------------------------- By: /s/ W. Leslie Pelio -------------------------- W. LESLIE PELIO Its: General Partner ------------------------- 5 <PAGE> SECOND AMENDMENT TO LEASE ------------------------- This Second Amendment to Lease is made and entered into as of November 9, 1989 by and between MPJ, a California general partnership (hereinafter "Landlord"), and APPLE COMPUTER, INC., a California corporation (hereinafter "Tenant"), whereby both parties agree to amend the Lease as follows: 1. The additional premises of 3515 and 3525 Monroe Street, Santa Clara, California will be added to the lease premises which are presently occupied by Altera Corporation and should be added at the termination date of Altera Corporation's lease and its vacancy of the premises, which is anticipated to be March 1, 1990. With the addition of this space, the Tenant's Pro Rata Share, as defined In Paragraph 3.4 of the Lease, shall be One Hundred Percent (100%) and the Outside Area, as defined in Paragraph 18, shall be amended to One Hundred Percent (100%) of the total Outside Area. Tenant shall accept the additional premises on an "as is" basis and Landlord shall not be obligated to pay for additional tenant improvements. 2. The additional rent for the expanded space shall be from the termination date through June 30, 1991 _________ July 1, 1991 through December 31, 1992. 3. Tenant hereby exercises its Option to Extend, pursuant to Paragraph 17 of the Lease, for the period January 1, 1993 through December 31, 1995 (hereinafter "Option Term"), except for rent. 4. The monthly installment of rent during the Option Term shall be 5. This Second Amendment supersedes any provisions contained in Paragraph 19 of the Lease. 6. Tenant is hereby granted one additional option to extend the term of this Lease for one period of three (3) years (the "Second Option Term"), such extension to be on the same terms and conditions as the initial term, except for the Base Monthly Rent which shall be determined as provided below. It shall be a condition precedent to the exercise of the Second Option Term that Tenant shall not be in default under this Lease at the time of exercise of such Second Option. If Tenant elects to exercise the Second Option, Tenant shall exercise said Second Option only by written notice delivered to Landlord at least one hundred and twenty (120) days prior to the expiration of the Option Term of this Lease. There shall be no further options to extend the term of this Lease at the end of the Second Option Term. Monthly installment of base rent payable during the Second Option Term shall be (i) the the fair market rental for the premises, or (ii) month. Promptly following the exercise of the Second Option by Tenant, the parties shall endeavor to agree upon the Fair Market Rental of the Premises as of the first day of the Second Option Term in question. In determining the Fair Market Rental for the Premises, the Premises shall be compared only to buildings of a similar quality and size and with similar improvements and amenities in the Santa Clara/Cupertino area. If, within fifteen (15) days after exercise of any Second Option, the parties cannot agree upon the Fair Market Rental for the Premises as of the first day of the Second Option Term in question, the parties shall submit the matter to binding appraisal in accordance with the following procedures: (i) Within thirty (30) days after exercise of the Second Option, the parties shall either jointly appoint an appraiser for the purpose of determining Fair Market Rental, or failing that, separately appoint a disinterested appraiser. No person shall be appointed an appraiser unless he has at least five (5) years experience in appraising major office and R&D properties in the Santa Clara/Cupertino area and is a member of a recognized society of real estate appraisers. (ii) If, within thirty (30) days after their appointment, the two appraisers agree on the Fair Market Rental for the Premises as of the first day of the Second Option Term in question, that value shall be binding and conclusive upon the parties. If the two appraisers thus appointed cannot so agree, they shall appoint a third disinterested appraiser having like qualifications. If, within thirty (30) days after the appointment of the third appraiser, a majority of the appraisers agree on the Fair Market Rental of the Premises as of the first day of the Second Option <PAGE> Term in question, that value shall be binding and conclusive upon the parties. If, within thirty (30) days after the appointment of the third appraiser, a majority of the appraisers cannot so agree, the three appraisers shall each submit their independent appraisals to the parties; the appraisal farthest from the median of the three appraisals shall be disregarded, and the mean average of the remaining two appraisals shall be deemed the Fair Market Rental of the Premises as of the first day of the Second Option Term in question, and shall be binding and conclusive upon the parties. (iii) Each party shall pay the fees and expenses of the appraiser appointed by it and shall share equally the fees and expenses of the third appraiser. (iv) If the two appraisers appointed by the parties cannot agree on the appointment of the third appraiser, they shall give notice of such failure to the parties. If the parties fail to agree upon the selection of a third appraiser within ten (10) days after the appraisers give such notice, either of the parties may, upon notice to the other, apply for such appointment to the presiding judge of the Superior Court of Santa Clara County, California. All other terms and conditions of the Lease shall remain the same. LANDLORD: MPJ, a California TENANT: APPLE COMPUTER, INC., a general partnership California corporation By: /s/ James D. Mair By: /s/ Joseph A. Graziano -------------------------- -------------------------------- James D. Mair JOSEPH A. GRAZIANO Its: General Partner Its: Sr. Vice President and Chief Financial Officer ------------------------- ------------------------------- Date: 11-20-89 Date: 11-17-89 ------------------------ ------------------------------ <PAGE> AMENDMENT TO LEASE (Microwave Dish) THIS FIRST AMENDMENT TO LEASE ("Amendment") is made as of May 31, 1989, by and between MPJ, a California general partnership ("Landlord") and APPLE COMPUTER, INC., a California corporation ("Tenant"). RECITALS -------- A. Landlord and Tenant entered into a certain lease (the "Lease"), dated for reference purposes June 1, 1988, of three (3) buildings located at 3565 Monroe Avenue, Santa Clara, California ("Monroe 1"), 3585 Monroe Avenue, Santa Clara, California ("Monroe 2"), and 3535 Monroe Avenue, Santa Clara, California ("Monroe 3"), (collectively, the "Premises"). B. Tenant has requested the right to install microwave antenna dishes on the roofs of the Premises. C. Landlord and Tenant have agreed to amend the Lease to provide for such microwave antenna dishes, in accordance with the terms and conditions of this Amendment. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants provided herein, the parties hereto agree as follows: 1. Unless otherwise indicated, all capitalized terms shall have the meaning set forth in the Lease. 2. Landlord hereby grants to Tenant for the term of the Lease, as it may be extended, the right, at Tenant's cost, to install, maintain, operate, replace, repair and remove (collectively, "Construct" or the "Construction") microwave antenna dishes together with all cable, wiring, conduits and related equipment, (collectively, "Antenna"), on the roof ("Roof") of the Premises, such microwave antenna dishes to be located as shown on Exhibit A attached hereto and --------- incorporated herein. 3. Tenant agrees to indemnify and hold Landlord harmless from any claim resulting from property damage or personal injury arising in connection with the Construction and not covered by the insurance required to be carried by Tenant under the Lease. Tenant agrees to carry insurance to cover such liability and property damage. In no event, however, shall Tenant be liable for consequential damages or for any damage to the Roof or Premises or injury caused by any person or entity other 1 <PAGE> than Tenant, its agents, employees or contractors. 4. Tenant is not obligated to pay any additional rent in connection with the Antenna. 5. Landlord shall allow Tenant, at Tenant's cost, to hook-up the Antenna to the Premises' electrical system. 6. The Antenna shall at all times remain the property of Tenant and Tenant shall have the right to remove it at any time, subject to the terms and conditions of this Amendment. 7. Tenant shall remove the Antenna at the expiration or earlier termination of the Lease. 8. Tenant shall repair any damage caused to the Roof in connection with any such installation and removal to the condition of the Roof immediately prior to such damage, subject to damage caused by casualty or condemnation. 9. Tenant and its agents, employees and contractors shall have reasonable access to the Roof to carry out the Construction. 10. Except as otherwise provided herein, the Lease shall remain in full force and effect. The parties hereto have entered into this Amendment effective as of the date first above written: LANDLORD: TENANT: -------- ------ MPJ APPLE COMPUTER, INC., a, California general partnership a California corporation By: /s/ James D. Mair By: /s/ Robert Hecox ------------------------- --------------------------- ROBERT A. HECOX Its: General Partner Its: Real Estate Manager ------------------------ -------------------------- 2 <PAGE> EXHIBIT B MICROWAVE SITE SURVEY MONICA SCHRADLE (408) 974-6304 -------------------------------------------------------------------- NAME PHONE APPLE COMPUTER 3585 MONROE ------------------------------------------------------ ADDRESS SANTA CLARA CA. ---------------------------------- ---------------- CITY STATE ZIP DATE REQUESTED 4/19/89 AM 9:30 PM ---------------- --------- -------------- COMPLETED 5/2/89 AM PM 1:00 ---------------------------------------------- --- LEGEND (SHOW IN SKETCH) [SKETCH APPEARS HERE] [FLOOR PLAN OF MICROWAVE SITE SURVEY APPEARS HERE] ii <PAGE> [LETTERHEAD OF LANCE INDUSTRIES APPEARS HERE] EXHIBIT B The undisputed leader in MDS/ITFS reception dedicated to the manufacture of FINE QUALITY reception products for over 30 years. MICROWAVE 3 FT., 4 FT. OR 6 FT. DISH PARABOLICS - SECTION PARABOLICS FOR MDS 2150 TO 2162 MHZ OR NEW ITFS/MMDS - 2500-2690 MHZ ________________________________________________________________________________ 3 Ft., 4 Ft. or 6 Ft. DISH PARABOLICS Rugged dishes for Highest Gain - lowest wind loading. Vertical or Horizontal polarization with Dual Mode - Multi channel capability in 45 degrees mount position. Protected against corrosion. [PHOTO OF FEATURES: [PHOTO OF MODEL 28 . MDS to ITFS Multi Channel - simple dipole MODEL 72 MICROWAVE change MICROWAVE DISH PARABOLIC . Horizontal or Vertical Polarization DISH PARABOLIC APPEARS HERE] . Dual or Multi Channel Polarization - 45 APPEARS HERE] degrees mounting . 4 to 8 Channel Ready . Lowest Wind Loading . Electronically Welded Pressure Tested Dipole . All models include RG8 Cable with N Connector . Focus adjustable for gain control (except 6 Ft.) . Compatible with all down converters <TABLE> <CAPTION> SPECIFICATIONS MDS 2150-2162 MHz ITFS/MMDS 2500-2690 MHz ---------------------------------------------------- ---------------------------------------------------- <S> <C> <C> <C> <S> <C> <C> <C> DISH SIZE 3 Ft. 4 Ft. 6 Ft. DISH SIZE 3 Ft. 4 Ft. 6 Ft. ---------------------------------------------------- ---------------------------------------------------- MDS MODEL 2128 2132 2172 ITFS/MMDS MODEL 2528 2532 2572 ---------------------------------------------------- ---------------------------------------------------- FRONT-TO-BACK RATIO 25dB 30dB 36dB FRONT-TO-BACK RATIO 25dB 30dB 36dB ---------------------------------------------------- ---------------------------------------------------- IMPEDANCE 50 ohms 50 ohms 50 ohms IMPEDANCE 50 ohms 50 ohms 50 ohms ---------------------------------------------------- ---------------------------------------------------- BEAM WIDTH 10 degrees 10 degrees 8 degrees BEAM WIDTH 10 degrees 10 degrees 8 degrees ---------------------------------------------------- ---------------------------------------------------- </TABLE> ________________________________________________________________________________ SECTION PARABOLICS FEATURES: The original high performance . Horizontal or Vertical MDS unit. Wire formed closed Polarization loop design for maximum . Dual or Multi Channel strength with lowest wind Polarization - 45 degrees loading. Mounts easily for mounting Vertical or Horizontal . Lowest Wind Loading polarization, and Dual Mode- . Electronically Welded 45 degrees Mounting provides Pressure Tested Dipole Multi channel operation. . Includes RG8 Cable with N [PHOTO OF Connector MODEL 24 Des. Pats. 2269009, 268343 . Focus adjustable for gain MICROWAVE Lic. under U.S. Pat. 4259143 control SECTION Other Pats. Pending . Compatible with all down PARABOLIC converters APPEARS HERE] SPECIFICATIONS <TABLE> <CAPTION> <S> <C> MDS 2150-2162 MHz ITFS/MMDS 2500-2690 MHz ---------------------------- ----------------------------- MDS MODEL 2124 ITFS/MMDS MODEL 2524 ---------------------------- ----------------------------- FRONT-TO-BACK RATIO 20dB FRONT-TO-BACK RATIO 20dB ---------------------------- ----------------------------- IMPEDANCE 50 ohms IMPEDANCE 50 ohms ---------------------------- ----------------------------- BEAM WIDTH 20 BEAM WIDTH 20 ---------------------------- ----------------------------- </TABLE> ________________________________________________________________________________ Independent test range results: Gain figures, Polar Patterns ------------------ and VSWRS available upon request. CONVERSION KIT All existing Lance MDS Units in field use will receive [CHART OF FREQUENCY/CHANNEL DESIGNATION APPEARS HERE] ITFS/MDS channels with a dipole conversion kit. Information avail- able on request. ------------------ [LETTERHEAD OF LANCE INDUSTRIES APPEARS HERE] iii <PAGE> [LETTERHEAD OF LANCE INDUSTRIES APPEARS HERE] MICROWAVE SECTION PARABOLICS - CORNER REFLECTOR "THE ANGLE" FOR MDS 2150-2162 MHz OR NEW ITFS/MMDS 2500-2690 MHz -------------------------------------------------------------------------------- SECTION PARABOLICS: Two models for Urban-Suburban Reception, with even lower wind loading but with the maximum reflector screen effect due to the unique [PHOTO OF MODEL 21 formed wire closed loop design. Easy Horizontal or MICROWAVE SECTION Vertical Mounting, with quick changeover to 45 PARABOLIC APPEARS degrees Dual Mode Mounting (requires only 2 bolts), HERE] for Multi Channel reception. SPECIFICATIONS <TABLE> <CAPTION> MDS 2150-2162 MHz ITFS/MMDS 2500-2690 MHz ------------------------------------- -------------------------------------- <S> <C> <S> <C> MDS MODEL 2121 ITFS/MMDS MODEL 2521 ------------------------------------- -------------------------------------- FRONT-TO-BACK RATIO 20dB FRONT-TO-BACK RATIO 20dB ------------------------------------- -------------------------------------- IMPEDANCE 50 ohms IMPEDANCE 50 ohms ------------------------------------- -------------------------------------- BEAM WIDTH 20 degrees BEAM WIDTH 20 degrees ------------------------------------- -------------------------------------- </TABLE> [PHOTO OF MODEL 18 Both units are built with the same attention to MICROWAVE SECTION detail as all other Lance MDS Units. Electronically PARABOLIC APPEARS welded pressure tested dipole. Compatability with HERE] all down converters. Simple Dipole change for MDS/ITFS operation, includes RG8 Cable with N Connector. SPECIFICATIONS <TABLE> <CAPTION> MDS 2150-2162 MHz ITFS/MMDS 2500-2690 MHz ------------------------------------- -------------------------------------- <S> <C> <S> <C> MDS MODEL 2118 ITFS/MMDS MODEL 2518 ------------------------------------- -------------------------------------- FRONT-TO-BACK RATIO 20dB FRONT-TO-BACK RATIO 20dB ------------------------------------- -------------------------------------- IMPEDANCE 50 ohms IMPEDANCE 50 ohms ------------------------------------- -------------------------------------- BEAM WIDTH 25 degrees BEAM WIDTH 25 degrees ------------------------------------- -------------------------------------- </TABLE> -------------------------------------------------------------------------------- [PHOTO OF MODEL 12 "THE ANGLE" Precision Stamped Aluminum forms the MICROWAVE SECTION ANGLES' REFLECTOR for signal control - minimizes PARABOLIC APPEARS unwanted "bounce" signals (ghosting) and creates the HERE] ANGLES' High Front to Back Ratio. SPECIFICATIONS <TABLE> <CAPTION> MDS 2150-2162 MHz ITFS/MMDS 2500-2690 MHz ------------------------------------- -------------------------------------- <S> <C> <S> <C> MDS MODEL 2112 ITFS/MMDS MODEL 2512 ------------------------------------- -------------------------------------- FRONT-TO-BACK RATIO 20dB FRONT-TO-BACK RATIO 20dB ------------------------------------- -------------------------------------- IMPEDANCE 50 ohms IMPEDANCE 50 ohms ------------------------------------- -------------------------------------- BEAM WIDTH 35 degrees BEAM WIDTH 35 degrees ------------------------------------- -------------------------------------- </TABLE> -------------------------------------------------------------------------------- Shipping Information MDS/ITFS Units <TABLE> ------------------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> MDS MODEL 2112 2118 2121 2124 2128 ------------------------------------------------------------------------------------------------------------------------------------ ITFS/MMDS MODEL 2512 2518 2521 2524 2528 ------------------------------------------------------------------------------------------------------------------------------------ Weight, ea. 1.75 lbs. 3.5 lbs. 5 lbs. 7.5 lbs. 10.0 lbs. ------------------------------------------------------------------------------------------------------------------------------------ Std. Pack 10 10 10 5 5 ------------------------------------------------------------------------------------------------------------------------------------ Carton Size 21 1/2 x 19 x 13 1/2 21 1/2 x 19 x 13 1/2 35 x 18 3/4 x 16 35 x 27 x 12 3/4 38 x 37 1/8 x 13 3/4 ------------------------------------------------------------------------------------------------------------------------------------ Shipping Wt., Ctn. 20 lbs. 38 lbs. 56 lbs. 43 lbs. 59 lbs. ------------------------------------------------------------------------------------------------------------------------------------ <CAPTION> --------------------------------------------------------------- <S> <C> <C> MDS MODEL 2132 2172 --------------------------------------------------------------- ITFS/MMDS MODEL 2532 2572 --------------------------------------------------------------- Weight, ea. 16.0 lbs. 40.5 lbs. --------------------------------------------------------------- Std. Pack 3 1 --------------------------------------------------------------- Carton Size 50 3/4 x 48 x 16 74 x 38 x 13 3/4 --------------------------------------------------------------- Shipping Wt., Ctn. 59 lbs. 52 lbs. --------------------------------------------------------------- </TABLE> Specifications subject to change without notice. Des. Pats. 269009, 268343 Lic. under U.S. Pat. 4259143 Other Pats. Pending [LETTERHEAD OF LANCE INDUSTRIES APPEARS HERE] iv <PAGE> Santa Clara Land Title Co. 9911628 Accommodation Only Accommodation No. Sp 9-1646-LZ Recorded at the request of SANTA CLARA LAND TITLE CO. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: 8:00 NOV 14 1988 A.M. Wilson, Sonsini, Goodrich & Rosati Two Palo Alto Square, Suite 900 LAURIE KANE, Recorder Palo Alto, California 94306 Santa Clara County, Official Records Attn: Real Estate Department/SLW K754 Page 1507 -------------------------------------------------------------------------------- MEMORANDUM OF LEASE ------------------- This Memorandum of Lease ("Memorandum") is entered into as of June 1, 1988, by and between MPJ, a California general partnership ("Landlord"), and APPLE COMPUTER, INC., a California corporation ("Tenant"). Landlord and Tenant hereby state the following for recording: 1. Landlord leases to Tenant, and Tenant hereby leases from Landlord, a portion of that certain real property located in the City of Santa Clara, County of Santa Clara, more particularly described on Exhibit A attached hereto upon the terms and conditions contained in that certain lease agreement dated for reference purposes June 1, 1988 between Landlord and Tenant ("Lease"). 2. The Lease shall be for a term beginning on the Commencement Date as that term is defined in the Lease and terminating December 31, 1992, subject to one option to renew for an additional three years pursuant to Section 17 of the Lease. 3. This Memorandum shall incorporate herein all of the terms and provisions of the Lease as though fully set forth herein. 4. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the Lease of which this is a memorandum. If there is any inconsistency between this Memorandum and the Lease, the Lease shall prevail. LANDLORD: TENANT: MPJ, a California APPLE COMPUTER, INC., general partnership a California corporation By: [SIGNATURE ILLEGIBLE] By: /s/ Robert A. Hecox --------------------------- --------------------------- Robert A. Hecox Its: General Partner Its: Real Estate Manager -------------------------- -------------------------- <PAGE> EXHIBIT "A" K754 Page 1508 The land referred to herein is described as follows: All that certain real property situate in the City of Santa Clara, County of Santa Clara, State of California, being a portion of that certain 24.740 acre parcel as shown on the certain Record of Survey filed in Book 447 of Maps at Page 33, Santa Clara County Records, described as follows: BEGINNING at the Northwest corner of said 24.740 acre parcel; thence from said POINT OF BEGINNING, along the Northerly line of said 24.740 acre parcel N. 89 degrees 25' 00" E. 995.17 ft.; thence leaving said Northerly line S. 0 degrees 10' 00" W. 705.02 ft. to a point in the Southerly line of said 24.740 acre parcel; thence along said Southerly line the following courses; S. 89 degrees 25' 00" W. 181.82 ft; South 2..00 ft.; and S. 89 degrees 25' 00" W. 760.70 ft.; thence leaving said Southerly line, along a tangent curve to the right with a radius of 50.00 ft., through a central angle of 90 degrees 34' 33" for an arc length of 79.04 ft. to a point in the Westerly line of said 24.740 acre parcel; thence along said Westerly line N. 0 degrees 00' 27" W. 656.49 ft. to the POINT OF BEGINNING. EXHIBIT "A" <PAGE> K754 Page 1509 STATE OF CALIFORNIA ) ) ss. COUNTY OF Santa Clara ) On this 8th day of November, in the year 1988, before me, the undersigned, a Notary Public in and for said State, personally appeared James D. Mair, personally known to me, to be the person who executed the within instrument as one of the 3 General partners, on behalf of MPJ, the partnership therein named, and acknowledged to me that the partnership executed it. WITNESS my hand and official seal. [SEAL APPEARS HERE] /s/ Linda M. Vincent _________________________ Notary Public STATE OF CALIFORNIA ) ) ss. COUNTY OF SANTA CLARA ) On this 12th day of September, in the year 1988, before me, the undersigned, a Notary Public in and for said State, personally appeared Robert Hecox , personally known to me, to be the person who executed the within instrument as Manager Real Estate, on behalf of Apple Computer, Inc., the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or to a resolution of its board of directors. WITNESS my hand and official seal. /s/ Marla K. Summers _________________________ Notary Public [SEAL APPEARS HERE] <PAGE> LEASE AGREEMENT --------------- This Lease is made and entered into as of June 1, 1988, by and between MPJ, a California general partnership (hereinafter "Landlord") and APPLE COMPUTER, INC., a California corporation (hereinafter "Tenant"). For and in consideration of the rental and of the covenants and agreements hereinafter set forth to be kept and performed by Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises hereinafter described for the term, at the rental and subject to and upon all of the terms, covenants and agreements hereinafter set forth. 1. PREMISES. -------- 1.1 Description. Landlord hereby leases to Tenant and Tenant hereby ----------- rents from Landlord those certain premises (the "Premises") located in the City of Santa Clara, County of Santa Clara, described and consisting of the following: A. Those certain buildings known as Building A, Building B and Building C as shown on the site plan (the "Site Plan") attached hereto as Exhibit "A", which buildings contain a total of approximately 222,800 sq. ft. of floor space with Building A containing approximately 56,448 sq. ft. of floor space, Building B containing approximately 77,416 sq. ft. of floor space, and Building C containing approximately 88,936 sq. ft. of floor space (collectively, the "Buildings"); and B. The improvements to be constructed in the Buildings by Tenant with the Improvement Allowance provided by Landlord pursuant to the provisions of Exhibit "B" attached hereto (the "Improvements"). The Premises are located on a larger parcel of real property (the "Parcel") on which are located a total of four (4) buildings together with driveways, parking areas and landscaped areas, all as shown on the Site Plan (the "Complex"). Landlord acknowledges that the calculation of the number of square feet stated in this Section 1.1 for each Building reflects a measurement of the respective Buildings from outside wall to outside wall including the inset area at each entryway and the inset area for glazing but excluding truck dock areas and roof overhangs. In the event that Tenant reasonably determines that the <PAGE> actual number of square feet contained in any of the Buildings is less than the number of square feet indicated in this Section 1.1, using the referenced method of measurement, Tenant shall be entitled to an equitable adjustment of the Base Monthly Rent stated in Section 3.1 at the rate of Seventy-Seven and One-Half Cents ($0.775) per square foot. 1.2 Work of Improvement. Landlord shall deliver the Premises to ------------------- Tenant in their existing condition, and broom-clean. Landlord shall not be required to remodel or otherwise construct any improvements or make any alterations to the Premises. Tenant acknowledges and understands that the Premises were previously occupied by another lessee. Any alterations, additions or improvements to the Premises required or desired by Tenant shall be constructed by Tenant at its sole cost and expense, subject to the provisions of Exhibit "B" and Section 7.3. 2. Term. ---- 2.l Term. The term of this Lease shall commence, as to each of the ---- Buildings, on the following respective Commencement Dates: Building Commencement Date -------- ----------------- A July 15, 1988 B October 1, 1988 C January 1, 1989 The term of this Lease shall end four (4) years following the Commencement Date for Building C, unless sooner terminated pursuant to the provisions of this Lease. 2.2 Occupancy. Landlord shall permit Tenant to enter each of the --------- Buildings on the following respective dates, for the purpose of commencing Tenant's desired remodeling: Building Occupancy Date -------- ----------------- A June 1, 1988 B August 1, 1988 C October 1, 1988 On the Occupancy Date for each Building, Landlord shall deliver possession of such Building to Tenant broom-clean, with all electrical and mechanical equipment and utility systems servicing such Building in good operating order, reasonable wear and tear -2- <PAGE> excepted. Within thirty (30) days after the Occupancy Date for each Building, Tenant shall prepare a "punchlist" of corrective work that must be done by Landlord to complete its delivery obligation. Tenant acknowledges that the existing lessee has the right to extend its scheduled vacancy date for Buildings B and C for up to twenty (20) days beyond the above-referenced Occupancy Dates for Buildings B and C. If the existing lessee exercises such right, then the Occupancy Date and Commencement Date for Building B and/or Building C, as the case may be, shall be extended one (1) day for each day that vacancy of the Building in question by the existing lessee is delayed beyond the above-referenced scheduled Occupancy Date for such Building. Landlord represents that it has negotiated and intends to execute with the existing lessee, either at or shortly after executing this Lease, an agreement terminating the tenancy of said lessee, which termination shall be effective on or before the Occupancy Dates stated in this Section 2.2, as such Occupancy Dates may be postponed pursuant to the following paragraph. If for any reason Landlord cannot deliver possession of each Building on the scheduled Occupancy Date for such Building, Land-lord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder, but in such case the Commencement Date for the Building in question shall be extended one (1) day for each day that Landlord's delivery of possession was delayed beyond the scheduled Occupancy Date, and, if such inability to deliver possession is the result of the refusal of the existing lessee to surrender possession of such Building(s), Landlord shall promptly exercise all rights and remedies available at law or in equity to evict such lessee. If the Occupancy Date has not occurred for any reason, other than the default of Tenant, within ninety (90) days of the scheduled Occupancy Date stated in Section 2.2, Tenant may terminate this Lease as to any such Building whose Occupancy Date -3- <PAGE> has been so delayed by written notice to Landlord, whereupon any monies previously paid by Tenant to Landlord with respect to such Building shall be reimbursed to Tenant, together with interest thereon from the date of termination until paid at the interest rate stated in Section 20.14. 3. RENT. ---- 3.1 Base Monthly Rent. ----------------- Tenant's occupancy of any portion of the Premises prior to the Commenceme