Exhibit 10.3
LEASE TERM EXPIRATION AGREEMENT
THIS LEASE TERM EXPIRATION AGREEMENT
(this “Agreement”) is made and entered into between
Farley White Associates, LLC, a Massachusetts limited liability
company having an address c/o Farley White Interests, Suite 1200,
155 Federal Street, Boston, MA 02110, Attn: Roger W. Altreuter
(Facsimile Number: (617) 338-2387) (“Landlord”) and
Sycamore Networks, Inc., a Delaware corporation having an address
of 220 Mill Road, Chelmsford, MA 01824-4144, Attn: John Granara,
Corporate Controller (Facsimile Number: (978) 244-1097)
(“Tenant”) as of the 21st day of January,
2005.
Recitals
1. Landlord and Tenant entered in
that certain Lease dated March 23, 2000 in connection with premises
in the building commonly known and numbered as 150 Apollo Drive,
Chelmsford, Massachusetts (the “Building”), as more
particularly described therein (the
“Lease”).
2. Tenant has exercised its option
under Section 2.2(d) of the Lease to terminate the Lease as of
August 31, 2005 (the “Scheduled Expiration
Date”).
3. Tenant has requested, and
Landlord has agreed, to cause the Term of the Lease to expire
earlier than the Scheduled Expiration Date, upon the terms and
conditions more particularly set forth herein.
4. Capitalized terms used herein and
not otherwise defined herein shall have the meaning set forth in
the Lease.
Agreement
NOW, THEREFORE, in consideration of
the mutual promises and covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as
follows:
1. Lease Termination .
Landlord and Tenant hereby agree that effective as of 11:59 p.m. on
the date hereof (such date being referred to herein as the
“Revised Expiration Date”), the Term of the Lease shall
come to an end, whereupon the term of the Lease shall cease and
expire on the Revised Expiration Date instead of the Scheduled
Expiration Date. Upon such expiration, Tenant shall be released
from all liability under the Lease arising from and after the
Revised Expiration Date, including without limitation the
obligation to pay Base Rent and Tenant’s share of Expenses
for the Property and there shall not be any reconciliations or
“true ups” of Tenant’s share of the Expenses for
the Property; provided, however, that the foregoing provisions of
this paragraph shall not limit any Tenant’s obligation
accruing prior to or arising out of acts occurring prior to the
Revised Termination Date, in accordance with the terms of the
Lease.
2. Early Expiration Payment .
No later than February 2, 2005, Tenant shall pay to Landlord, or at
Landlord’s written direction, in immediately available funds
the amount of [*] (the “Expiration Payment”), in the
form of a certified or cashier’s check, or wire transfer as
consideration for Landlord’s agreement to the early
expiration of the Term of the Lease in accordance with the terms of
this Agreement.
3. Yield Up; Exterior Sign .
On or before the Revised Expiration Date, Tenant shall surrender
all keys to the Premises, and yield up the Premises in accordance
with the provisions of the Lease, provided, however, that Tenant
shall be and hereby is released, pursuant to the terms of this
Agreement, from any obligation that Tenant might otherwise have
under the terms of the Lease to remove and/or restore any
improvements in the Premises, other than the obligations to remove
the exterior building sign, which Tenant shall remove on the terms
and conditions pursuant to the first sentence of the next
succeeding paragraph of this Section 3. Simultaneously with the
execution and delivery of this Agreement, Tenant shall execute and
deliver to Landlord a Bill of Sale in the form attached hereto in
order to convey to Landlord, as of the Revised Expiration Date,
title to the personal property and equipment of Tenant identified
in that Bill of Sale. Landlord has performed an inspection of the
Premises and acknowledges that to its knowledge, except with
respect to Tenant’s obligation to remove the exterior sign,
the Premises is being surrendered in the condition required by the
Lease.
In addition to the foregoing,
Landlord agrees that Tenant shall on or before January 31,
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