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Exhibit
10.1
AMENDMENT NO. 2 TO
LEASE AGREEMENT
Basic Information Relating
to Amendment No. 2 to Lease Agreement
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| Amendment Date: |
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The date
of this Amendment is May 29 th
,
2007. |
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| Landlord: |
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SCM PROPERTIES, LLC, a Delaware limited
liability
company.
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| Tenant: |
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INFINERA
CORPORATION, a Delaware corporation. |
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| Premises |
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Approximately 8,378 rentable square feet
of warehouse
space located in 140 Caspian Court,
Sunnyvale, California.
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| Initial
Term: |
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Twelve (12) full calendar months,
subject to the termination
rights described in Section
3.3.
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| Extended
Term: |
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Twelve (12) full calendar months,
subject to the termination
rights described in Section
3.3.
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| Commencement Date: |
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July 1,
2007. |
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| Expiration Date: |
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The last day of the twelfth (12th) full
calendar month
following the Commencement Date, subject
to the
extension rights described in Section
3.2 and the
termination rights described in Section
3.3.
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| Monthly
Rent: |
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$5,864.60
per month. |
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| Security
Deposit: |
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$5,864.60. |
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Landlord’s Address for
Payment of Rent: |
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SCM Properties, LLC
2180 Sand Hill Road, Suite
340
Menlo Park, CA 94025
Attn: Candice U. Hamilton
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1
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| Landlord’s Address for
Notices: |
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SCM Properties, LLC
2180 Sand Hill Road, Suite
340
Menlo Park, CA 94025
Attn: Michael R. Uytengsu
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With a copy
to: |
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Stephen R. Barbieri
Law Office of Stephen R.
Barbieri
214 Grant Avenue, Suite 400
San Francisco, CA 94108
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| Tenant’s Address for Notices: |
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Infinera Corporation
1322 Bordeaux Drive
Sunnyvale, CA 94089
Attn: General Counsel’s
Office
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| Broker(s): |
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TENANT: Mr. Steve Levere and Mr. Richard
Branning of
Trammel Crow Company
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LANDLORD: Mr. Steve Pace and Mr. Dan
Hollingsworth
of CPS CORFAC International
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Exhibits:
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| Exhibit A: |
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The New
Premises |
The Basic Lease Information set forth
above is part of the Lease. In the event of any conflict between
any provision in the Basic Information Relating to Amendment
No. 2 to Lease Agreement and the Lease, the provisions of
Amendment No. 2 to the Lease Agreement shall control with
respect to the parties respective rights and obligations relative
to the New Premises.
2
This Amendment No. 2 to
Lease Agreement (“ Amendment No. 2 ”) is
made as of the Amendment Date between the Landlord identified in
the Basic Information Relating to Amendment No. 2 (“
Landlord ”), and the Tenant identified in the Basic
Information Relating to Amendment No. 2 (“ Tenant
”), with respect to the Lease Agreement, dated July 17,
2006, as amended by Amendment No. 1 to Lease Agreement, dated
November 2, 2006 (collectively, the “ Lease
”), by and between the Landlord and the Tenant.
1. INTENT. It is the intent of Landlord
and Tenant to amend the Lease in such a manner that the terms and
provisions of the Lease apply to the New Premises described in this
Amendment, except as otherwise noted in this Amendment No. 2.
This Amendment No. 2 is not intended to and shall not be
construed to amend any of the rights and obligations of Landlord
and Tenant with respect to the Premises at 169 Java Drive,
Sunnyvale.
In addition, it is the intent
of Landlord and Tenant that, pursuant to written Termination Notice
previously given by Landlord to Tenant under Amendment No. 1,
Tenant’s existing rights of occupancy and possession of
approximately 7,500 square feet of the building located at 111 W.
Java Drive, Sunnyvale, California (the “ Former
Premises ”), shall terminate on and as of June 30,
2007, subject only to Landlord’s review of the Premises and
acknowledgement of receipt of the Premises in the condition
required by the Lease, and that, pursuant to this Amendment
No. 2, Tenant be granted the right to occupy and possess
approximately 8.378 square feet of space within the building
located at 140 Caspian Court, Sunnyvale California (the “
New Premises ”), as shown on the floor plan of 140
Caspian Court which is marked “ EXHIBIT A ”,
attached hereto, and incorporated herein by this reference,
effective July 1, 2007.
2. FORMER PREMISES. Pursuant to the
Termination Notice given by Landlord to Tenant under Amendment
No. 1, Tenant agrees to vacate the Former Premises on or
before June 30, 2007, leaving the Former Premises in the
condition required by the Lease, and to relinquish all right, title
and interest of Tenant in and to the Former Premises to Landlord on
or before June 30, 2007. If Tenant fully complies with the
foregoing, Landlord shall promptly acknowledge satisfaction of all
of Tenant’s obligations to Landlord with respect to the
Former Premises, with the exception of any continuing
indemnification obligations arising from acts or omissions which
occurred during Tenant’s occupation of the Former Premises,
Landlord shall promptly acknowledge termination of the Amendment
No. 1 and the Lease with regard to the Former Premises, and
Landlord shall return the Security Deposit which Tenant made
pursuant to Amendment No. 1. If Tenant fails to fully comply
with the foregoing, Landlord shall have no obligation to
acknowledge the termination of the Lease with regard to the Former
Premises, and Tenant’s obligation under the Lease with
respect to the Former Premises shall continue unless and until
terminated in accordance with the terms of the Lease.
3. NEW PREMISES. The New Premises which
are the subject of this Amendment No. 2 consists of
approximately 8,378 square feet of space located in the building at
140 Caspian Court, Sunnyvale, California (“ Building
”) which, in turn, is located within the Project. The New
Premises under this Amendment shall not include any parking, and
shall neither increase nor decrease Tenant’s parking rights
under the Lease. The approximate configuration and location of the
New Premises within the Building is shown on EXHIBIT A .
Landlord and Tenant agree
3
that the number of square feet of the
New Premises is an estimate ant that such number shall not be
construed to be a representation or warranty by Landlord as to the
exact rentable square footage of the New Premises. Tenant shall not
occupy any additional area of the Building in which the New
Premises is located without the advance, written consent of
Landlord and without appropriate adjustment to the Monthly Rent
under this Amendment No. 2.
4. EARLY ACCESS TO NEW PREMISES.
Promptly upon full execution and delivery of this Amendment
No. 2, upon Landlord’s receipt of the Security Deposit
for the New Premises from Tenant in the sum of $5,864.60, and upon
Landlord’s receipt from Tenant of the insurance certificates
required by this Amendment No. 2, Landlord shall grant Tenant
early, rent-free access to the New Premises for purposes of
transition Tenant’s possessions from the Former Premises to
the New Premises.
5. TERM; CONDITION OF THE
PREMISES.
5.1 Initial Term . The
initial term of Tenant’s right to occupy the New Premises
(“ Initial Term ”) shall commence on the
Commencement Date set forth in the Basic Information Relating to
Amendment No. 2 (the “ Commencement Date ”)
and, unless sooner terminated, shall expire on the Expiration Date
set forth in the Basic Lease Information Relating to Amendment
No. 2 (“ Termination Date ”).
5.2 Extended Term .
Unless terminated by Landlord or Tenant pursuant to the provisions
of this Amendment N
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