<\/p>\nBy: Title: Vice President and General Manager
\n —————————————- ————————————-<\/p>\n
Name Printed:
\n ——————————<\/p>\n
Title: Vice President By:
\n ————————————- —————————————-<\/p>\n
Address: 18401 Von Karman Avenue, Suite 540 Name Printed:
\n ———————————- ——————————
\n Irvine, California 92612 Title: Attention: Carl Hanes
\n ———————————- ————————————-<\/p>\n
Address: 1205 Coleman Avenue
\n ———————————–<\/p>\n
Santa Clara, California 95050
\n ———————————–<\/p>\n
Telephohne: (949) 442-6100 Telephohne: (408) 289-0111
\n ——————————— ——————————–<\/p>\n
Facsimile: (949) 442-6175 Facsimile: (408) 242-3713
\n ——————————— ———————————<\/p>\n
Federal ID No. Federal ID No.
\n —————————— —————————–<\/p>\n
Initials
\n ———- ———
\n<\/c><\/s><\/table>\n
NOTE: These forms are often modified to meet the changing requirements of law
\nand industry needs. Always write or call to make sure you are utilizing the most
\ncurrent form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 So. Flower
\nStreet, Suite 600, Los Angeles, California 90017. (213) 687-8777. Fax No. (213)
\n687-8616<\/p>\n
ADDENDUM<\/p>\n
This is the Addendum to that certain Standard Industrial\/Commercial
\nSingle-Tenant Lease -Net dated as of March 1, 2000 between LNR Santa Clare 1,
\nLLC, a Delaware limited liability company, as Lessor, and United Defense L.P., a
\nDelaware limited partnership, as Lessee (the “Lease”). All capitalized terms
\nused in this Addendum without definition shall have the meanings given to them
\nin the Lease. In the event of any inconsistency between the provisions of this
\nAddendum and those of the printed portions of the Lease, the provisions of this
\nAddendum shall control. Nevertheless, this Addendum is part of the Lease for all
\npurposes, and all references in the Lease to “this Lease” or similar statements
\nare intended to include reference to this Addendum.<\/p>\n
Lessor and Lessee further agree as follows:<\/p>\n
50. Property Description. The Premises consist of two parcels of land
\nlocated in Santa Clara County, California which are not adjacent. One parcel is
\nreferred to herein as “1205 Coleman” and the other parcel is referred to herein
\nas “1450 Coleman”. The legal descriptions of the Premises are contained in
\nExhibit A (1205 Coleman) and Exhibit B (1450 Coleman) attached hereto and
\n——— ———
\nincorporated herein by reference. For reference, 1205 Coleman includes the
\nproperty at 328 Brokaw and 340 Brokaw. The Premises are leased subject to all
\nmatters of record and to all matters which an accurate survey or physical
\ninspection would reveal. Depending upon the exercise of certain options of
\nLessee contained in Paragraph 51, the Premises may at a future date consist of
\n1205 Coleman or 1450 Coleman or both.<\/p>\n
51. Term and Options to Extend.<\/p>\n
51.1 1205 Coleman. The term of this Lease as it pertains to 1205
\n ————
\nColeman begins on March 1, 2000 (the “Commencement Date”) and ends October 30,
\n2011.<\/p>\n
(a) Lessee shall have the option to extend the term of this Lease as
\nit pertains to 1205 Coleman from November 1, 2011 to October 30, 2016 by giving
\nLessor written notice of exercise of its option no earlier than two (2) years
\nand no later than one (1) year prior to October 30, 2011.<\/p>\n
(b) If Lessee duly exercises its option to extend contained in
\nparagraph (a) above, Lessee shall have the further option to extend the term of
\nthis Lease as it pertains to 1205 Coleman from November 1, 2016 to October 30,
\n2021 by giving Lessor written notice of exercise of its option no earlier than
\ntwo (2) years and no later then one (1) year prior to October 30, 2016.<\/p>\n
51.2. 1450 Coleman. The term of this Lease as it pertains to 1450
\n ————
\nColeman begins on the Commencement Date and ends October 30, 2006.<\/p>\n
(a) Lessee shall have the option to extend the term of this Lease
\nas it pertains to 1450 Coleman from November 1, 2006 to October 30, 2011 by
\ngiving Lessor written notice of exercise of its option no earlier then two (2)
\nyears and no later then one (1) year prior to October 30, 2006.<\/p>\n
(b) If Lessee duly exercises its option to extend contained in
\nparagraph (a) above, Lessee shall have the further option to extend the term of
\nthis Lease as it pertains to 1450 Coleman from November 1, 2011 to October 30,
\n2016 by giving Lessor written notice of exercise of its option no earlier than
\ntwo (2) years and no later then one (1) year prior to October 30, 2011.<\/p>\n
(c) If Lessee duly exercises its option to extend contained in
\nparagraph (b) above, Lessee shall have the further option to extend the term of
\nthis Lease as it pertains to 1450 Coleman from November 1, 2016 to October 30,
\n2021 by giving Lessor written notice of exercise of its option no earlier than
\ntwo (2) years and no later than one (1) year prior to October 30, 2016.<\/p>\n
51.3 Conditions to Exercise of Options. Certain conditions to exercise
\n ———————————
\nof the foregoing options are setforth in paragraph 39 of the Lease.<\/p>\n
30<\/p>\n
51.4 Term. As used herein, “Term” includes any extensions of the term
\n —-
\nof this Lease which are duly exercised by Lessee.<\/p>\n
51.5 Miscellaneous. It is not necessary to exercise an available
\n ————-
\nextension option for 1205 Coleman or for 1450 Coleman in order to be able to
\nexercise an available extension option for the other. If this Lease expires as
\nto 1250 Coleman or 1450 Coleman but not the other, then (i) such expiration
\nshall not affect the provisions of this Lease as they pertain to the other
\nparcel, which provisions shall continue in full force and effect, subject to all
\nof the other terms and provisions of this Lease, and (ii) the Premises will be
\ndeemed to consist only of the parcel (1205 Coleman or 1450 Coleman, as the case
\nmay be) which continues to be subject to the terms of this Lease.<\/p>\n
52. Base Rent.<\/p>\n
52.1 Base Rent through September 30, 2001. The Base Rent for the
\n ————————————
\nPremises shall be payable beginning March 1, 2000 through the expiration or
\nearlier termination of this Lease. The Base Rent for the period between March 1,
\n2000 and September 30, 2001 is Two Hundred Sixty-Seven Thousand Forty Dollars
\n($267,040) per month, payable on the first day of each and every month beginning
\non January 1, 2000, in advance.<\/p>\n
52.2 Base Rent from October 1, 2001 through October 30, 2011. The Base
\n ——————————————————-
\nRent for the Premises for the period between October 1, 2001 and October 30,
\n2011 is Three Hundred Thirty-Nine Thousand Two Hundred Nine Dollars ($339,209 )
\nper month, payable in advance on the first day of each and every month beginning
\non October 1, 2001, subject to adjustment in accordance with Paragraph 52.3.
\nHowever, if Lessee does not exercise its option contained in Paragraph 51.2(a)
\nto extend the Term with respect to 1450 Coleman to October 30, 2011, then the
\nBase Rent for the period of November 1, 2006 through October 30, 2011 will be
\ncalculated solely with reference to 1205 Coleman and will be Three Hundred
\nThirty-eight Thousand Seventy-Eight Dollars ($338,078) per month, payable in
\nadvance on the first day of each month beginning November 1, 2006, subject to
\nfurther adjustment pursuant to Paragraph 52.3.<\/p>\n
52.3 Adjustments to Base Rent.
\n ————————<\/p>\n
(a) On October 1 of each of the years 2002 through 2010 the Base Rent
\nfor the Premises for the twelve (12) month period beginning on such date will
\nincrease by three percent (3%) over the Base Rent for the prior twelve (12)month
\nperiod. For example, the monthly Base Rent for the twelve (12) month period
\nbeginning October 1, 2002 will be $349,385.27 and the monthly Base Rent for the
\ntwelve (12) month period beginning October 1, 2003 will be $359,866.83.<\/p>\n
(b) However, if Lessee does not exercise its option contained in
\nParagraph 51.2(a) to extend the Term with respect to 1450 Coleman to October 30,
\n2011, then the increases to Base Rent called for by paragraph (a) above for the
\ntwelve (12) month periods beginning October 1, 2006 and continuing through
\nOctober 30, 2010 shall be calculated as if 1450 Coleman had never been part of
\nthe Premises. By way of example, the Base Rent for the twelve (12) month period
\nbeginning October 1, 2006 would be the Base Rent which would have been payable
\nfor the prior twelve (12) month period with respect to 1205 Coleman alone,
\nincreased by three percent (3%) per annum. The Base Rent which “would have been
\npayable with respect to 1205 Coleman” is eighty-five and ninety-seven hundredths
\npercent (85.97%) of the Base Rent which was payable with respect to the Premises
\n(including both 1205 Coleman and 1450 Coleman) with respect to such period.<\/p>\n
A matrix showing the adjusted Base Rent through October 30, 2011 is
\ncontained on Schedule 1 attached hereto and Incorporated herein by reference.<\/p>\n
52.4 Base Rent During Certain Option Periods. The Base Rent payable
\n —————————————
\nwith respect to the Premises foreach option period described in Paragraphs 51.1
\n(a) and (b) and 51.2 (b) and (c) shall be ninety-five percent (95%) of the Fair
\nRental Value of the Premises which are covered by this Lease during such option
\nperiods. “Fair Rental Value” for purposes of this Lease means the greater of (1)
\nthe Base Rent for the Premises subject to the option as of the date which is
\nimmediately prior to the first day of the option period and (ii) the prevailing
\nrental rate for premises in the vicinity of the Premises subject to the option
\nwhich are zoned and<\/p>\n
31<\/p>\n
improved in a manner similar to the Premises as of one (1) year prior to the
\nfirst day of the option period. Regardless of whether clause (i) or (ii) is
\nchosen, the Base Rent for each option period shall be increased on each
\nanniversary of the first day of the option period by an amount equal to three
\npercent (3%) of the Base Rent for the prior year. In the event that Lessor and
\nLessee cannot agree in writing on the Fair Rental Value within thirty (30) days
\nafter exercise of any option by Lessee, the Fair Rental Value shall be
\ndetermined in accordance with Paragraph 61.<\/p>\n
53. Use. The Agreed Use of the Premises is the uses and purposes for
\nwhich the Premises are being used on the date hereof by Lessee, including the
\ndesign, development and manufacturing of military vehicles and general research
\nand development.<\/p>\n
54. Condition of Property. Lessor and Lessee acknowledge that because
\nLessee has been a lessee of the Premises for many years and Lessor just acquired
\nthe Premises, Lessee has much greater knowledge of the Premises, including the
\nimprovements thereon, than does Lessor. Accordingly, Lessee further acknowledges
\nthat Lessor is making no representation or warranty whatsoever, express or
\nimplied, with respect to the Premises, any improvements thereon, the condition
\nthereof or the compliance thereof with Applicable Law. Neither Lessor nor Lessee
\nhas any obligation to the other to disclose any fact or condition with respect
\nto the Premises which such party discovered or may have discovered in connection
\nwith its investigation or occupancy of the Premises prior to the date hereof.<\/p>\n
55. Access and Cooperation Regarding Hazardous Substances.<\/p>\n
(a) Lessee and FMC Corporation (“FMC”), the prior owner of the
\nPremises, have been named as a dischargers of Hazardous Substances at the
\nPremises and adjacent properties by the Regional Water Quality Control Board,
\nSan Francisco Bay Region (“RWQCB”) pursuant to the “RWQCB’s Site Cleanup
\nRequirements Order No. 96-024 (the “RWQCB Order). In addition, Lessee and FMC
\nhave entered into a Corrective Action Consent Agreement, dated January 2, 1998,
\nwith the Department of Toxic Substances Control (“DTSC”) relating to
\ninvestigation and remediation of Hazardous Substances at the Premises and
\nadjacent properties (the “Consent Agreement”). The RWQCB Order and the Consent
\nAgreement address certain contaminants detected in soil and groundwater-at the
\nPromises and adjacent properties (“Existing Contamination”). Nothing in this
\nLease shall alter either Lessee’s or FMC’s obligations under the RWQCB Order or
\nConsent Agreement, as such documents may be supplemented or amended, or under
\nany other order or environmental requirement to which Lessee and FMC are
\nsubject. Lessee and FMC shall remain responsible for investigation and
\nremediation of all Existing Contamination to the extent they were responsible
\nprior to the date hereof. Lessee acknowledges that FMC has indemnified Lessor
\nagainst certain losses and liabilities arising from the Existing Contamination
\n(the “FMC Indemnity”), as set forth in that certain Right of Entry Agreement and
\nEasement, between FMC and Lessor, dated December 21, 1999 (the “Right of Entry
\nAgreement”), and is familiar with the terms and conditions applicable to the FMC
\nIndemnity. Lessee hereby agrees that it shall conduct its operations on the
\nPremises in accordance with the FMC Indemnity and the Right of Entry Agreement,
\nand shall ensure that Lessor’s rights and obligations under the FMC Indemnity
\nand the Right of Entry Agreement are not adversely impacted by Lessee’s
\noperations on and\/or use of the Premises. Lessor shall use commercially
\nreasonable efforts to ensure that FMC’s activities will be conducted in a manner
\nwhich does not unreasonably interfere with the activities of Lessee on the
\nPremises.<\/p>\n
(b) Investigation and Remediation of Hazardous Substances. Upon
\ndiscovery of Hazardous Substances at or on the premises which were released,
\nused or brought onto the Premises by Lessee (or for Lessee by any third party)
\nafter December 21, 1999, Lessee shall have the option of addressing the
\nresulting contamination itself, as set forth in Paragraph 6.2(c) of the Lease.
\n —————-
\nLessee must notify Lessor in writing of its intent to do so within 30 days of
\nsuch discovery (a “Lessee Remediation Notice”), If Lessee timely delivers the
\nLessee Remediation Notice, it shall (i) act promptly to investigate Hazardous
\nSubstance issues, (ii) cooperate with Lessor and promptly furnish to Lessor
\ncopies of the results of all tests performed by or for Lessee and (iii) promptly
\nremediate any such Hazardous Substances in accordance with applicable law and
\nthis Lease. If no Lessee Remediation Notice is provided in timely fashion to
\nLessor, Lessor shall have the option of addressing the resulting contamination
\nitself, in which case Lessee agrees to reimburse Lessor for all reasonable costs
\nand expenses incurred by Lessor to investigate, remediate, remove and dispose of
\nHazardous Substances released, used or brought onto the Premises by Lessee (or
\nfor Lessee by any third party) after December 21, 1999, and to restore the
\nPremises<\/p>\n
32<\/p>\n
following such activities. In the event Lessor elects to address the resulting
\ncontamination itself, it shall do so In a manner which does not unreasonably
\ninterfere with the activities of Lessee on the Premises. If Lessor does not
\nelect to address the resulting contamination, Lessee shall retain responsibility
\nfor addressing the contamination, as set forth in Paragraph 6.2(c) of the Lease.
\n —————-<\/p>\n
(c) Lessee Indemnification. Lessee and its successors and assigns shall
\nindemnify, defend by counsel reasonably acceptable to Lessor and hold Lessor,
\nits successors, assigns, agents, employees, lenders, and other tenants, if any,
\nharmless from and against any loss, liability, claim, cost, damage, or expense,
\nincluding but not limited to lost rents, judgments, penalties, settlement
\npayments, attorneys’ fees and consultants’ fees arising out of or involving any
\nHazardous Substances released, used or brought onto the Premises by or for
\nLessee or any third party after the Commencement Date. Lessee’s obligations
\nshall include, but not be limited to, the effects of any contamination, whether
\non the Premises or migrating off the Premises, injury to person, property or the
\nenvironment, created or caused by Lessee after the Commencement Date, and the
\ncost of investigation, removal, disposal, remediation, restoration and\/or
\nabatement, and shall survive the expiration or termination of this Lease. No
\ntermination or expiration of this Lease or any agreement entered into by Lessor
\nand Lessee shall release Lessee from its obligations under this Lease with
\nrespect to such Hazardous Substances unless specifically so agreed by Lessor in
\nwriting at the time of such agreement.<\/p>\n
(d) Remedial Facilities Easement. Lessee acknowledges that, in connection
\nwith the Right of Entry Agreement, FMC and Lessor have entered into that certain
\nEasement Agreement and Memorandum of Right of Entry, dated December 21, 1999,
\ngranting FMC various easements for remediation facilities on Premises (the
\n“Remedial Facilities Easement’). Lessee consents to and subordinates its
\ninterest under this Lease to the easements granted under the Remedial Facilities
\nEasement. In addition, in the event additional investigation or remediation
\nfacilities are required in the future, Lessee hereby consents to the
\ninstallation and operation of such facilities and agrees to subordinate its
\ninterest under this Lease to any subsequent easement granted to FMC for such
\npurpose.<\/p>\n
(e) Utilities Easement. Lessee acknowledges that, in connection with the
\nPurchase Agreement, FMC and Lessor have entered into that certain Temporary
\nEasement Agreement and that certain Easement Agreement, each dated December 21,
\n1999, granting FMC various utility easements on Premises (the “Utilities
\nEasements”). Lessee consents to and subordinates its interest under this Lease
\nto the easements granted under the Utilities Easement.<\/p>\n
56. Notice of Sale by Lessor; Exemption of Lessee from Paying Certain
\nProperty Tax Increases Caused by a Transfer. Lessor may transfer all or part of
\nits fee interest in the Premises in a transaction which will cause the ad
\nvalorem property taxes on the Premises to increase. If so, Lessor shall so
\nnotify Lessee at least six (6) months prior to the date of such transfer. If
\nLessor does not give such notice in timely fashion, then Lessee shall not have
\nthe obligation to pay any increase in such ad valorem property taxes caused by
\nthe transfer for the period of time (i) beginning on the earlier of the date
\nsuch notice is given and the date of the transfer and (ii) ending six (6) months
\nlater. The provisions of the foregoing sentence shall be the only remedy to
\nLessee should Lessor not give timely notice of its intent to transfer.<\/p>\n
57. Lessee Right to Assign or Sublet Following a Breach or Default. If
\nLessor elects pursuant to Paragraph 13.2(b) of the Lease to continue the Lease
\nin effect following a Breach or Default by Lessee, Lessee shall have the right
\nto assign its interest in the Lease or sublet the Premises, or both, with the
\nconsent of Lessor, which consent shall not be unreasonably withheld.<\/p>\n
58. Lender Protection. Notwithstanding the provisions of Paragraph 13.6 of
\nthe Lease, in the event that Lessee has notified Lessor pursuant to such
\nParagraph of an obligation which Lessor must fulfill and, at that time, Lessor
\nhas a lender with a security interest in the Premises and Lessee has been
\nnotified of the existence of such security interest, then such lender shall have
\na reasonable period of time after receiving notice from Lessee of such
\nobligation within which to perform or cause to be performed such obligation ,
\nincluding time to foreclose upon the Premises if the nature of the obligation is
\nsuch that possession of the Premises is reasonably necessary to perform such
\nobligation.<\/p>\n
33<\/p>\n
59. Condemnation. Notwithstanding the provisions of Paragraph 14 of the
\nLease, (i) Lessee shall be entitled to recover compensation for its relocation
\nexpenses, lost of business goodwill and\/or Trade Fixtures only to the extent
\nthat such recovery does not reduce the compensation which Lessor is entitled to
\nrecover on account of such condemnation, (ii) all Alterations and Utility
\nInstallations made to the Premises prior to the date hereof shall, for purposes
\nof any condemnation, be deemed to be owned solely by Lessor, (iii) all
\nAlterations and Utility Installations made to the Premises after the date hereof
\nshall, for purposes of any condemnation, be deemed to be owned solely by Lessee
\nand (iv) to the extent Lessor has any obligation to repair damage caused by any
\ncondemnation, such obligation shall be limited to the proceeds recovered by
\nLessor as a result of the condemnation.<\/p>\n
60. No Obligations for Prior Lease. Immediately prior to the date hereof
\nLessee was a party to an Amended and Restated Lease Agreement dated as of
\nOctober 6, 1997 between FMC Corporation, as landlord, and Lessee, as tenant (as
\namended to date, the “Prior Lease”). The interest in the Prior Lease of FMC
\nCorporation was assigned to Lessor. Lessee and Lessor hereby terminate the Prior
\nLease. Except as provided below, Lessee acknowledges that the Prior Lease has
\nterminated, that neither Lessor nor FMC has any responsibility whatsoever for
\nthe obligations of the landlord thereunder, and that the Prior Lease creates no
\nobligations between Lessor and Lessee. Without limiting the generality of the
\nforegoing, Lessee acknowledges that FMC has no obligation under paragraph 23 of
\nthe Prior Lease. Notwithstanding the foregoing, Lessor retains and reserves the
\nright to obtain reimbursement of the first installment of 1999-2000 real estate
\ntaxes for APN 230-46-053 and 230-46-032 from Lessee under the Prior Lease. Also,
\nLessee shall be responsible for the second installment of real estate taxes for
\nAPN 230-46-053, subject to such credit as Lessor receives from FMC Corporation.
\nLast, Lessee shall pay $1,530.77 which constitutes 0.78% of the second
\ninstallment of 1999-2000 taxes for APN 230-46-032 unless it has already paid the
\nsame.<\/p>\n
61. Arbitration of Fair Rental Value. In the event the Fair Rental Value is
\nto be determined in accordance with this Paragraph 61, the judgment for the
\naward rendered in any arbitration may be entered in any court having
\njurisdiction and shall be final and binding between the parties. The arbitration
\nshall be conducted and determined in the City and County of Santa Clara,
\nCalifornia, in accordance with the then prevailing rules of the American
\nArbitration Association or its successor for arbitration of commercial disputes,
\nexcept to the extent that the procedures mandated by such rules shall be
\nmodified as follows:<\/p>\n
(a) Either party may make demand for arbitration in writing, specifying
\ntherein the name and address of the person to act as the arbitrator on its
\nbehalf. The arbitrator shall be qualified as a real estate appraiser familiar
\nwith the fair market rent of first class, improved industrial space in the Santa
\nClara\/San Jose area. Within fifteen (15) days after the service of the demand
\nfor arbitration, the party not initiating arbitration shall give notice to the
\nother, specifying the name and address of the person designated by it to act as
\narbitrator on its behalf, who shall be similarly qualified. If the party not
\ninitiating arbitration fails to notify the other party of the failing party’s
\nappointment of its arbitrator within the time specified above, then the
\narbitrator appointed by the party initiating arbitration shall be the arbitrator
\nto determine the issue, shall determine Fair Rental Value within fifteen (15)
\ndays after his appointment and shall promptly notify all parties of his
\ndecision.<\/p>\n
(b) In the event that two arbitrators are chosen pursuant to paragraph (a)
\nabove, the arbitrators so chosen shall, within fifteen (15) days after the
\nsecond arbitrator is appointed determine the Fair Rental Value. If they are
\nunable to agree within such fifteen (15) day period, they shall appoint a third
\narbitrator who shall be a competent and impartial person with qualifications
\nsimilar to those required of the first two arbitrators. If they cannot agree
\nupon such appointment within seven (7) days after the expiration of the fifteen
\n(15) day period, the third arbitrator shall be selected by the parties
\nthemselves, if they can agree within a further period of fifteen (15) days. If
\nthey cannot, then either party, on behalf of both, may request appointment of
\nsuch a qualified person by the then chief judge of the United States District
\nCourt having jurisdiction over the City of Santa Clara, acting in his private
\nand not in his official capacity, and the other party shall not raise any
\nquestion as to such judge’s full power and jurisdiction to entertain the
\napplication for and to make the appointment. The three arbitrators shall decide
\nthe dispute, if it has not been previously resolved, by following the procedures
\nset forth below.<\/p>\n
(c) Where an issue cannot be resolved by agreement between the two
\narbitrators selected by Lessor and Lessee, or settlement between the parties
\nduring the course of arbitration, the issue shall be resolved by the three
\narbitrators within fifteen (15) days of the appointment of the third arbitrator
\nin accordance with the following procedure. The arbitrator selected by each of
\nthe parties shall state in writing his determination of the Fair<\/p>\n
34<\/p>\n
Rental Value supported by the reasons therefore with counterpart copies to each
\nparty. The arbitrators shall arrange for a simultaneous exchange of such
\nproposed resolutions. The role of the third arbitrator shall be to select which
\nof the two proposed resolutions most closely approximates his determination of
\nFair Rental Value. The third arbitrator shall have no right to propose a middle
\nground or any modification of either of the two proposed resolutions. The
\nresolution he chooses as most closely approximating his determination shall
\nconstitute the decision of the arbitrators and be final and binding upon the
\nparties.<\/p>\n
(d) In the event of a failure; refusal or inability of any arbitrator to
\nact, his successor shall be appointed by him, but in the case of the third
\narbitrator, his successor shall be appointed in the same manner as provided for
\nappointment of the third arbitrator. The arbitrators shall decide the issue
\nwithin fifteen (15) days after the appointment of the third arbitrator. Any
\ndecision in which the arbitrator appointed by Lessor and the arbitrator
\nappointed by Lessee concur shall be binding and conclusive upon the parties.
\nEach party shall pay the fee and expenses of its respective arbitrator and both
\nshall share the fee and expenses of the third arbitrator, if any, and the
\nattorneys’ fees and expenses of counsel for the respective parties and of
\nwitnesses shall be paid by the respective party engaging such counsel or calling
\nsuch witnesses. The arbitrators shall have the right to consult experts and
\ncompetent authorities to obtain factual information or evidence pertaining to a
\ndetermination of Fair Rental Value, but any such consultation shall be made in
\nthe presence of both parties with full right on their party to cross-examine.
\nThe arbitrators shall render their decision and award in writing with
\ncounterpart copies to each party. The arbitrators shall have no power to modify
\nthe provisions of this Lease.<\/p>\n
62. Improvement Allowance. On or before January 1, 2005, Lessor will
\nprovide to Lessee an improvement allowance of up to $545,680 to enable Lessee to
\nimprove the Premises by constructing Alterations or other permanent
\nImprovements. This improvement allowance will be paid to Losses by Lessor upon
\nreceipt by Lessor of reasonable evidence that costs equal to the amount of the
\nimprovement allowance have been incurred by Lessee for the foregoing purposes.
\nAt Lessee’s request, the amount of the improvement allowance will be paid
\ndirectly by Lessor to the contractors and others constructing the Alterations or
\nother permanent improvements.<\/p>\n
63. Covenant to Restrict Use of Property: Environmental Restriction. Lessee
\nacknowledges that the Premises are subject to that certain Covenant to Restrict
\nUse of Property: Environmental Restriction, dated August 1, 1996 and recorded on
\nOctober 1, 1996 in the official records of Santa Clara County, California as
\ndocument number 13466452 (the “Covenant to Restrict Use”). Lessee agrees to
\ncomply with all restrictions on use of the Premises set forth in the Covenant to
\nRestrict Use. Pursuant to Section 3.04 of the Covenant to Restrict Use, the
\nfollowing statement is hereby incorporated into this Lease: The land described
\nherein contains hazardous substances, as defined in Section 26316 of the
\nCalifornia Health and Safety Code, and petroleum hydrocarbons, and is subject to
\nthe requirements of the Water Code and (the Covenant to Restrict Use), which
\nimposes certain covenants, conditions and environmental restrictions pursuant to
\nCalifornia Civil Code Section 1471 on use of the property described herein. The
\nprovisions of the Covenant to Restrict Use are incorporated herein and made a
\npart hereof as if set forth in full. This statement is not a declaration that
\nany hazard exists.<\/p>\n
64. Certain Subletting.<\/p>\n
(a) In the event Lessee subleases fifty percent (50%) or more of the
\nleaseable area in that part of the Premises commonly known as “1205 Coleman”
\n(not including the property commonly known as “328 Brokaw” or “340 Brokaw”), or
\nsubleases fifty percent (50%) or more of the rentable area in that portion of
\nthe Promises commonly known as “328 Brokaw and 340 Brokaw, then Lessor shall
\nhave the right to terminate this Lease as to such portion of the Premises, upon
\nthirty (30) days prior written notice to Lessee. The portion of the Premises
\nconstituting each of said areas (that is,. “1205 Coleman” and “328\/340 Brokawn”)
\nis not precise, and Lessor and Lessee agree that they will act in good faith and
\non a reasonable basis to determine how to separate these two portions of the
\nPremises should the need arise. In the event they cannot reach agreement within
\nthirty (30) days after Lessor’s notice above, they shall resolve the dispute in
\naccordance with the arbitration procedures of Paragraph 61.
\n ————<\/p>\n
(b) In the event Lessee wishes to sublet any portion of the Premises it
\nshall first notify Lessor of (i) the proposed sublessee, (ii) the rent to be
\ncharged and the other material terms of the proposed subletting and (iii) the
\nspace to be sublet. In the event that the proposed subletting, if consummated,
\nwould result in Lessee having thirty percent (30%) or more of the rentable
\nsquare footage of the Premises subject to subleases, then Lessor shall<\/p>\n
35<\/p>\n
have the right to terminate the Lease as to that portion of the Premises then
\nsublet and then proposed to be sublet, and thus “recapture” such portion, by
\nnotifying Lessee to that effect within twenty (20) days after receiving Lessee’s
\nnotice. If Lessor so notifies Lessee, then effective thirty (30) days after the
\nreceipt of the notice by Lessee, this Lease shall terminate as to said portion
\nof the Premises, Lessee shall deliver the same to Lessor in the condition
\nrequired upon termination of this Lease and Lessor shall have the right to use,
\noccupy and lease the same. In such event, Lessee shall provide Lessor and its
\nsuccessors, assigns and lessees with reasonable access to said portion of the
\nPremises and with reasonable parking, and Lessor and Lessee shall cooperate with
\none another to separate said portion of the Premises from that portion retained
\nby Lessee.<\/p>\n
Notwithstanding the foregoing, in the event Lessee ever
\nproposes to sublet thirty percent (30%) or more of the rentable square
\nfootage of the Promises (“30% Premises”) in a single sublease and Lessor,
\npursuant to its right set forth above, elects not to terminate the Lease as to
\n —
\nthe 30% Premises, then if Lessee enters into such sublease the sublease of the
\n30% Premises shall not be deemed to be an outstanding sublease for purposes of
\nLessor’s right to recapture set forth above. Thus, if such sublease is entered
\ninto, Lessor shall not have the right to terminate such sublease during its term
\nby reason of the lessor’s rights in this Paragraph (b).<\/p>\n
(c) In the event Lessor terminates this Lease as to a portion
\nof the Premises, as provided above, Lessor and Lessee shall treat such
\ntermination as if this Lease had terminated at the end of the term as to such
\nportion, and thereafter the Base Rent and other charges hereunder shall be
\nprorated on the basis that the rentable area of that portion of the Premises
\nwhich is not terminated bears to the rentable area of the entire Premises on the
\ndate hereof. If Lessor elects to so terminate, it shall not charge Lessee any
\nadditional sum for so doing.<\/p>\n
(d) In the event Lessee elects to sublet all or a portion of
\nthe Premises for an amount which exceeds the amount of the Base Rent and Real
\nProperty Taxes fairly allocable to such portion (the amount fairly allocable
\nshall be the pro rate portion of the Base Rent, based on the square footage
\nsublet), then Lessee shall pay to Lessor sixty percent (60%) of the amount by
\nwhich the rent and other consideration which Lessee receives on account of the
\nsubletting exceeds the sum of (i) the Base Rent and other charges Lessee pays
\nLessor for such portion and (ii) Lessee’s reasonable out-of-pocket expenses of
\nsubletting.<\/p>\n
65. Lessor Rights on Assignment. In the event Lessee wishes to
\nassign its interest in the Lease, it shall first notify Lessor of (i) the
\nproposed assignee, (ii) the material terms of the proposed assignment, including
\nthe consideration therefore, and (iii) the effective date proposed for the
\nassignment. Lessor shall have the right to terminate this Lease, and thus
\n“recapture” the Premises, by notifying Lessee to that affect within twenty (20)
\ndays after receiving Lessee’s notice. If Lessor so notifies Lessee, then
\neffective thirty (30) days after the receipt of the notice by Lessee, this Lease
\nshall terminate and Lessee shall deliver the Premises to Lessor in the condition
\nrequired upon termination of this Lease. Notwithstanding the foregoing
\nprovisions of this Paragraph 65, Lessor shall not have the right to terminate
\nthis Lease or “recapture” the Premises in the event Lessee’s assignment of this
\nLease is pursuant to a merger of Lessee or the sale by Lessee of all or
\nsubstantially all of it assets.<\/p>\n
In the event Lessor does not exercise its option to terminate
\nthe Lease and the Premises, and Lessee assigns its interest in the Lease as
\nproposed in its notice to Lessor, then Lessee shall pay to Lessor, when it
\nreceives the same, sixty percent (60%) of the amount by which the rent and other
\nconsideration which Lessee receives on account of the assignment exceeds the sum
\nof (i) the Base Rent and other charges Lessee pays Lessor under the Lease and
\n(iii) Lessee’s reasonable out-of-pocket expenses incurred in connection with the
\nassignment. In the event Lessee receives a lump sum payment on or about the date
\nof the assignment, for purposes of determining the amount in clause (i) above,
\nthe Base Rent and other charges payable under the Lease shall be discounted to
\npresent value in the manner contemplated in Section 13.2(a) of the Lease.
\n —————<\/p>\n
66. Financial Reporting. Concurrently herewith Lessee has
\n ——————-
\ndelivered to Lessor a letter in the form of Exhibit C sent to Lessor by United
\n ———
\nDefense, Inc. (“UDI”), which controls United Defense, L.P. No later than April 1
\nof each year during the Term, beginning with the year 2001, Lessee shall deliver
\nto Lessor one of the following: (i) a letter from the chief financial officer of
\nUDI directed to Lessor in the form of Exhibit C but with respect to its fiscal
\n ———
\nyear most recently ended, to the effect set forth in Exhibit C for such year; or
\n ———
\n(ii) a balance sheet, income statement and statement of changes in financial
\ncondition for Lessee for the fiscal year of Lessee most recently ended,
\nunaudited but certified by Lessee’s chief financial officer as true, correct and
\ncomplete in all material respects as of such date.<\/p>\n
36<\/p>\n
67. Certain Distributions to UDI. Lessee shall promptly
\n —————————-
\nnotify Lessor if, at any time during the Term of the Lease, Lessee transfers
\ntwenty-five percent (25%) or more (determined by value) of its assets to UDI or
\nan entity controlled by or under common control with UDI. Within forty-five (45)
\ndays thereafter Lessor shall have the right by notice to Lessee and UDI,<\/p>\n
67.1 if at that time UDI is a corporation which is filing
\npublic reports under Section 12(g) of the Securities Exchange Act of 1934, then
\nto cause UDI to become the Lessee under this Lease and to assume all of the
\nobligations of Lessee hereunder in a form, and by documents, reasonably
\nacceptable to Lessor. If Lessor makes the election under this Section 67.1,
\n ————
\nLessor shall release United Defense, L.P. from all of its obligations under the
\nLease from and after the date when UDI becomes the Lessee hereunder; and<\/p>\n
67.2 if at that time UDI is not a corporation which is filing
\npublic reports under Section 12(g) of the Securities Exchange Act of 1934, then
\nto cause UDI to become an additional Lessee hereunder, having joint and several
\nliability with United Defense, L.P., and to cause UDI to assume all of the
\nobligations of Lessee hereunder in a form, and by documents, reasonably
\nacceptable to Lessor. If Lessor makes the election under this Section 67.2,
\n ————
\nUnited Defense, L.P. shall not be released from any of its obligations
\nhereunder.<\/p>\n
No distribution of assets from Lessee to UDI or an entity
\ncontrolled by or under common control with UDI shall give Lessor any right to
\n“recapture” the Premises as provided in Paragraph 65 above.<\/p>\n
IN WITNESS WHEREOF, Lessor and Lessee have executed this
\nAddendum as of the date first above written.<\/p>\n
“Lessor” “Lessee”<\/p>\n
———————————————- ———————————
\nLNR SANTA CLARA I, LLC, UNITED DEFENSE, L.P.,<\/p>\n
a Delaware limited liability company a Delaware limited partnership<\/p>\n
———————————————- ———————————
\nby: LEGEND OAKS LIMITED PARTNERSHIP,<\/p>\n
a Delaware limited partnership,<\/p>\n
its member<\/p>\n
———————————————- ———————————
\n by: LENNAR LEGEND OAKS HOLDINGS, INC.,<\/p>\n
a Colorado corporation, by: \/s\/ Peter C. Woglom
\n —————————-
\n its general partner
\n Peter C. Woglom<\/p>\n
Vice President and General
\n Manager<\/p>\n
———————————————- ———————————<\/p>\n
by: \/s\/ (illegible)
\n ————————<\/p>\n
Vice President<\/p>\n
———————————————- ———————————<\/p>\n
37<\/p>\n
Exhibit A
\n (1205 Coleman)<\/p>\n
REAL PROPERTY in the City of Santa Clara and the City of San Jose,
\n County of Santa Clara, State of California, described as follows:<\/p>\n
ADJUSTED PARCEL A
\n —————–<\/p>\n
Parcel One:<\/p>\n
Beginning at the Intersection of the Southeasterly line of Brokaw Road
\n with the Northeasterly line of that certain 36.481 acre tract of land
\n described in the Deed from Mary Ives Crocker to Southern Pacific
\n Company, dated November 5, 1925 and recorded November 9, 1925 in
\n Volume 192 of Official Records, page 370; thence along the
\n Northeasterly line of said 36,481 acre tract S. 57(degrees) 34′ E. 660
\n feet; thence leaving said Northeasterly line and running S.
\n 77(degrees) 22′ 15″ E. 295.14 feet to a point on a line parallel with
\n and distant Northeasterly at right angles 100 feet from said
\n Northeasterly line of said 36,481 acre tract; thence along said
\n parallel lines 57(degrees) 34′ E. 534.59 feet to a point on the
\n boundary line common to the cities of Santa Clara and San Jose; thence
\n along said boundary line N. 0(degree) 05′ W. 757.38 feet to a point on
\n the Southwesterly line of Coleman Avenue as established by Deed from
\n City of San Jose to City of Santa Clara, dated June 24, 1947 and
\n recorded March 3, 1948 in Book 1575 of Official Records, page 78;
\n thence along said Southwesterly line of Coleman Avenue with the
\n Southeasterly line of Brokaw Road; thence along said line of Brokaw
\n Road S. 36(degrees) 49′ W. 740.85 feet to the point of beginning and
\n being a portion of the Stockton Rancho.<\/p>\n
Together with Parcel Two, described as follows:<\/p>\n
All that certain tract of land situated in the Santa Clara County,
\n California, and being a portion of that certain Parcel I and Parcel 2
\n conveyed by the City of San Jose, a municipal corporation, to the City
\n of Santa Clara, a municipal corporation, by Deed recorded on October
\n 19, 1956 in Book 3636 of Official Records, page 632 and 633 therein,
\n Records of Santa Clara County, California, and being more particularly
\n described as follows:<\/p>\n
Beginning at the point of Intersection of the Northeasterly line of
\n Coleman Avenue 100 feet wide, as established by a deed from the City
\n of San Jose, a municipal corporation, to the City of Santa Clara, a
\n municipal corporation, dated June 24, 1947 and recorded March 3, 1948
\n in Book 1575 of Official Records, page 78, Santa Clara County Records,
\n with the Southeasterly line of Brokaw Road 60 feet wide; thence
\n running along said Northeasterly line of Coleman Avenue S.
\n 57(degrees)39′ 16″ E. 1267.41 feet to the most Southerly corner of
\n said Parcel 2; thence leaving said Northeasterly line and running
\n along the Easterly line of said Parcel 2, N. 0(degree)46′ 02″ W.
\n 530.58 feet to a point; thence N. 57″ 39′ 16″ W. and parallel with
\n said Northeasterly line of Coleman Avenue 279.42 feet to beginning of
\n a circular curve; thence along said circular curve to the left,
\n tangent to preceding course with a radius of 900 feet, through a
\n central angle of 30(degrees)an arc distance of 471.24 feet to end of
\n curve; thence N. 87(degrees)39′ 16 W. 269.78 feet to a point on the
\n said Southeasterly line of Brokaw Road; thence S. 36(degrees) 44′ 2O”
\n W. along the last said Southeasterly line of 189.51 feet to the place
\n of beginning.<\/p>\n
1<\/p>\n
Exhibit A (continued)<\/p>\n
TOGETHER WITH Parcel Three, described as follows:<\/p>\n
Beginning at the Intersection of the Southwesterly line of Coleman
\n Avenue, as established by Deed from City of San Jose, to City of Santa
\n Clara, dated June 24, 1947 and recorded March 3, 1948 in Book 1575 of
\n Official Records, page 78, with the Southeasterly line of Brokaw Road;
\n thence along the Southeasterly line of Brokaw Road N. 36(degrees)44′
\n 20″ E. 100.28 feet to a point on the Northeasterly line of Coleman
\n Avenue as described above; thence S. 57(degrees)34′ E. 936.62 feet to
\n a point; thence S. 0(degree)05″ E. 118.59 feet to a point on the
\n Southwesterly line of Coleman Avenue as described above; thence N.
\n 57(degrees)34′ W. 1007.90 feet to the point of beginning.<\/p>\n
EXCEPTING THEREFROM that portion of land quitclaimed to the City of
\n Santa Clara by Deed recorded May 9, 1968 in Book 8117, page 389,
\n Official Records, and described as follows:<\/p>\n
Beginning at a point where the Southeasterly line of Brokaw Road 60
\n feet in width, intersects the Southerly line of that street designated
\n as proposed Coleman Avenue 100 feet in width, on that certain Record
\n of Survey recorded in Book 116 of Maps, at page 18 therein, in the
\n Office of the County Recorder, Santa Clara County, California; thence
\n from said point of beginning S. 87(degrees) 34′ E. 17.59 feet along
\n the aforesaid Southerly line of proposed Coleman Avenue to a point;
\n said point being the beginning of a 33.37 foot radius curve to the
\n left from a tangent bearing N. 87(degrees) 34′ W; thence from said
\n point following said curve through a central angle of 55(degrees) 36′
\n 08″ an arc distance of 32.38 feet to a point on the aforesaid
\n Southeasterly line of Brokaw Road; thence N. 36(degrees) 49′ 52″ E.
\n 17.59 feet, more or less, along said Southeasterly line of Brokaw Road
\n to the point of beginning.<\/p>\n
ALSO EXCEPTING THEREFROM that portion of land granted to the City of
\n Santa Clara by Deed recorded April 4,1995 in Book N810, page 1762,
\n Official Records, and described as follows:<\/p>\n
Being a portion of that certain Parcel 2 conveyed by the City of San
\n Jose, a municipal corporation to the City of Santa Clara, a municipal
\n corporation, by Deed recorded on October 19, 1956 in Book 3636 of
\n Official Records, page 632 and 633 therein, Records of Santa Clara
\n County, California. and being more particularly described as follows:<\/p>\n
Commencing at a point where the Southeasterly line of Brokaw Road 60
\n feet in width, intersects the Southerly line of that street designated
\n as proposed Coleman Avenue 100 feet in width, on that certain Record
\n of Survey recorded in Book 116 of Maps, at page 18 therein, in the
\n Office of the County Recorder, Santa Clara County, California, said
\n point also being the Northwesterly corner of the portion of land
\n quitclaimed to the City of Santa Clara by Deed recorded May 9, 1968 in
\n Book 8117, page 89, Official Records.<\/p>\n
Thence South 87(degrees) 35′ 06″ East 17.59 feet along said Southerly
\n line of that street designated as proposed Coleman Avenue to the most
\n Easterly corner of said portion of land quitclaimed to the City of
\n Santa Clara and the true point of beginning;<\/p>\n
Thence continuing along said Southerly line of that street designated
\n as proposed Coleman Avenue the following three courses:<\/p>\n
1) South 87(degrees)39’16” East 320.80 feet;
\n 2) Along a curve to the right with a radius of 800 feet through a
\n central angle of 30(degrees)00′ 00″ for an arc length of 418.88 feet;<\/p>\n
2<\/p>\n
3) South 57(degrees)35′ 06″ East 18.64 feet to the corporate line
\n dividing the City of Santa Clara and the City of San Jose;<\/p>\n
3<\/p>\n
Exhibit A (continued)<\/p>\n
Thence South 00(degrees) 00′ 50″ East 13.03 feet along said corporate
\n line to a point 11.00 feet, measured at right angles from said
\n Southerly line of that street designated as proposed Coleman Avenue;<\/p>\n
Thence Westerly along a line 11,00 feet, measured at right angles from
\n said Southerly line of that street designated as proposed Coleman
\n Avenue the following three courses:<\/p>\n
1) North 57″ 35′ 06″ West 25.63 feet;
\n 2) Along a curve to the left with a radius of 789.00 feet through a
\n central angle of 30(degrees) 00′ 00″ for an arc length of 413.12 feet;
\n 3) North 87(degrees) 35′ 06″ West 197.10 feet;<\/p>\n
Thence South 86(degrees) 08′ 11″ West 18.29 feet to a point 13.00 feet
\n measured at right angles from said Southerly line of that street
\n designated as proposed Coleman Avenue;<\/p>\n
Thence North 87(degrees) 35′ 06″ West 109.89′ along a line 13.00 feet,
\n measured at right angles from said street designated as proposed
\n Coleman Avenue;<\/p>\n
Thence along a curve to the left with a radius of 42.00 feet through a
\n central angle of 55(degrees) 34′ 44″ for an arc length of 40.74 feet
\n to said Southeasterly line of Brokaw Road;<\/p>\n
Thence North 36(degrees) 50′ 10″ East 20.31 feet along said
\n Southeasterly line of Brokaw Road to the Southwesterly corner of said
\n portion of land quitclaimed to the City of Santa Clara;<\/p>\n
Thence Easterly along said portion of land quitclaimed to the City of
\n Santa Clara along a curve to the right with a radius of 33.37 feet
\n through a central angle of 55(degrees) 34′ 44″ for an arc length of
\n 32.37 feet to the true point of beginning.<\/p>\n
ALSO EXCEPTING THEREFROM Parcel B, described as follows:<\/p>\n
Commencing at the intersection of the Southeasterly line of Brokaw
\n Road with the Northeasterly line of that certain 36.481 acre tract of
\n land described in the Deed from Mary Ives Crocker to Southern Pacific
\n Company, dated November 5. 1925 and recorded November 9, 1925 in
\n Volume 192 of Official Records, page 370, thence along the
\n Northeasterly line of said 36.481 acre tract South 57(degrees) 34′ 50″
\n East 660.00 feet; thence leaving said Northeasterly line and running
\n South 77(degrees) 23′ 05″ East 295.15 feet to a point on a line
\n parallel with and distant Northeasterly at right angles 100 feet from
\n said Northeasterly line of said 36.481 acre tract; thence along said
\n parallel line South 57(degrees) 34′ 50″ East 5.36 feet to the True
\n Point of Beginning;<\/p>\n
Thence North 32(degrees)25’09” East 250.12 feet;
\n Thence North 57(degrees)34’51” West 105.40 feet;
\n Thence North 8(degrees)45’53” East 270.00 feet;
\n Thence North 82(degrees)20’17” East 219.28 feet;
\n Thence South 57(degrees)34’51” East 87.51 feet;
\n Thence North 32(degrees)25’09” East 444.46 feet to a Point on the
\n Southwesterly line of Coleman Avenue, 100 feet wide;<\/p>\n
4<\/p>\n
EXHIBIT A (continued)<\/p>\n
Thence South 57(degrees)34’50” East 122.56 feet along said
\n Southwesterly line to a point on the easterly line of Parcel 2 as
\n described in that certain Deed recorded on October 19, 1956 in Book
\n 3636 of Official Records, page 632 and 633, Records of Santa Clara
\n County;<\/p>\n
Thence along said Easterly line South 0(degrees)40’47” East 411.18
\n feet to the most Southerly corner of said Parcel 2;<\/p>\n
Thence North 57(degrees)34’50” West 330.89 feet along the
\n Southwesterly line of said Parcel 2 to the boundary line common to the
\n cities of Santa Clara and San Jose;<\/p>\n
Thence South 0(degrees)05’36” East 875.90 feet along said common
\n boundary line to a point on said line parallel with and distant
\n Northeasterly at right angles 100 feet from said Northeasterly line of
\n said 36.481 acre tract;<\/p>\n
Thence North 57(degrees)34’50” West along said parallel line 520.73
\n feet to the True Point of Beginning.<\/p>\n
APN: 230-46-X053, 032
\n ARB: 230-46-031,032<\/p>\n
5<\/p>\n
Exhibit B
\n (1450 Coleman)<\/p>\n
REAL PROPERTY in the City of Santa Clara, County of Santa Clara, State
\n of California, described as follows:<\/p>\n
PARCEL ONE:<\/p>\n
All of Lots 2, 3, 4 and 5, as shown on that certain Map entitled Tract
\n No. 4460, which Map was filed for record in the office of the Recorder
\n of the County of Santa Clara, State of California on March 8, 1968, in
\n Book 234 of Maps page(s) 27.<\/p>\n
Excepting therefrom those portions of Tract No. 4460, the map of which
\n is filed in Book 234 of Maps, page 27, Santa Clara County Records,
\n being more particularly described as follows:<\/p>\n
PARCEL A:<\/p>\n
Beginning at the South corner of Lot 2, said corner being a point on
\n the Northwesterly line of Carl Street as shown on said map; thence
\n along to last named line, North 33(0) 28′ 10″ East 45.58 feet thence
\n along the are of a tangent curve to the left with a radius of 50.00
\n feet through a central angle of 43(0) 20′ 30″ an arc distance of 37.8
\n feet to a point of reverse curvature; thence along an arc of a curve
\n to the right with a radius of 60.00 feet through a central angle of
\n 14(0) 05′ 39″ an arc distance of 14.76 feet to a point of cusp; thence
\n leaving said Northwesterly line of Carl Street and running in a
\n Southwesterly direction along an arc of a curve to the left, the
\n tangent of which bears South 62(0) 43′ 01″ West, with a radius of
\n 60.00 feet through a central angle of 72(0) 35’21” an arc distance of
\n 76.015 feet to a point of reverse curvature; thence along an arc of a
\n curve to the right with a radius of 50.00 feet through a central angle
\n of 28(0) 12′ 49″ an arc distance of 24.62 feet to the intersection
\n thereof with the Southwesterly line of said Lot 2; thence along the
\n last named line, South 56(0) 31′ 50″ East 1.73 feet to the point of
\n beginning, containing 0.037 of an acre and being a portion of said Lot
\n 2.<\/p>\n
PARCEL B:<\/p>\n
Beginning at the South corner of Lot 2, said corner being a point on
\n the Northwesterly line of Carl Street as shown on said map; thence
\n along the last named line, South 33(0) 28′ 10″ West 13.05 feet; thence
\n leaving said Northwesterly line at right angles therefrom, South 56(0)
\n 31′ 50″ East 60.00 feet to the intersection thereof with the
\n Southeasterly line of said Carl Street and the True Point of Beginning
\n of this description; thence from said true point of beginning along
\n said Southeasterly line, North 33(0) 28′ 10″ East 58.63 feet; thence
\n along the arc of a tangent curve to the right with a radius of 50.00
\n feet through a central angle of 43(0) 20′ 30″ an arc distance of 37.82
\n feet to a point of reverse curvature; thence along the arc of a curve
\n to the left with a radius of 60.00 feet through a central angle of
\n 14(0) 05′ 39″ an arc distance of 14.76 feet to a point of cusp; thence
\n leaving said Southeasterly line of Carl Street and running in a
\n Southwesterly direction along the arc of a curve to the right, the
\n tangent of which bears South 4(0) 13′ 19″ West, with a radius of 60.00
\n feet through a central angle of 72(0) 35′ 21′ an arc distance of
\n 76.015 feet to a point of reverse curvature; thence along an arc of a
\n curve to the left with a radius of 50.00 feet through a central angle
\n of 43(0) 20′ 30″ an arc distance of 37.82 feet to the true point of
\n beginning, containing 0.037 of an acre and being a portion of Lot 4 as
\n said Lot is shown on said map.<\/p>\n
1<\/p>\n
Exhibit B (continued)<\/p>\n
PARCEL TWO:<\/p>\n
A portion of Carl Street as said street is shown on the map of Tract
\n No. 4460, recorded in Book 234 of Maps, page 27, Santa Clara County
\n Records, being more particularly described as follows:<\/p>\n
Beginning at the South corner of Lot 2, said corner being a point on
\n the Northwesterly line of Carl Street as shown on said map; thence
\n along the last named line, North 33(0) 28’10” East 45.58 feet; thence
\n along the arc of a tangent curve to the left with a radius of 50.00
\n feet through a central angle of 43(0) 20′ 30″ an arc distance of 37.82
\n feet to a point of reverse curvature; thence along the arc of a curve
\n to the right with a radius of 60.00 feet through a central angle of
\n 14(0) 05′ 39″ an arc distance of 14.74 feet to the true point of
\n beginning of this description: thence from said true point of
\n beginning along the boundary of the Northeasterly terminus of Carl
\n Street, continuing along the arc of the last named curve to the right
\n with a radius of 60.00 feet through a central angle of 238(0) 29′ 42″
\n an arc distance of 249.75 feet to a point of cusp; thence leaving said
\n boundary line of Carl street and running in a Northwesterly direction
\n along the arc of a curve to the left, the tangent of which bears North
\n 4(0) 13′ 19″ East, with a radius of 60.00 feet through a central angle
\n of 121(0) 30′ 18″ an arc distance of 127.24 feet to the true point of
\n beginning.<\/p>\n
APN: 230-05-105<\/p>\n
2<\/p>\n
EXHIBIT C<\/p>\n
[date]<\/p>\n
LNR Santa Clara 1, LLC
\n c\/o Lennar Partners
\n Attention: Chief Financial Officer
\n 18401 Von Karman Avenue, Suite 540
\n Irvine, CA 92612<\/p>\n
Re: Standard Industrial\/Commercial Single-Tenant Lease – Net
\n dated as of March 1, 2000 between LNR Santa Clara I, LLC
\n (Lessor) and United Defense L.P. (Lessee) (the “Lease”)<\/p>\n
Gentlemen:<\/p>\n
This will confirm my advice to you that as of December 31, 1999,
\n the assets, liabilities and income and\/or loss of Lessee were
\n substantially the same as those reported by United Defense, Inc. (UDI)
\n with respect to itself (other than the debt which is on UDI’s
\n financial statements only) on its Form 10K report filed with the
\n Securities and Exchange Commission for the twelve months ended
\n December 31, 1999. \/1\/<\/p>\n
This letter is intended to satisfy the requirements of Section 66
\n of the Lease.<\/p>\n
Very truly yours,<\/p>\n
United Defense Inc.,
\n a Delaware corporation<\/p>\n
By:_______________________________
\n Its Treasurer<\/p>\n
——————
\n\/1\/ Any letter sent to Lessor for any year after 1999 may list such exceptions
\n to the foregoing statement as the sender of the letter feels are
\n appropriate.<\/p>\n
LENNAR PARTNERS
\n ———————————————————————-<\/p>\n
March 31, 2000<\/p>\n
Mr. Carl Hanes
\n UNITED DEFENSE, L.P.
\n 1205 Coleman Avenue
\n Santa Clara, California 95050<\/p>\n
Via: Federal Express<\/p>\n
Dear Carl:<\/p>\n
Enclosed is a fully executed lease for your files. Congratulations on
\n a job well done.<\/p>\n
Call me so that we can tie up any loose ends.<\/p>\n
Very Truly Yours,<\/p>\n
Greg Morell
\n Vice President<\/p>\n
Enclosures<\/p>\n
GM:BB<\/p>\n
Schedule 1<\/p>\n
Adjusted Base Rent through Oct. 30, 2011<\/p>\n
Without 14509 parcel from Nov `06 thru Oct `11<\/p>\n
\n\nPeriod Parcel Monthly Rent # of Months Total Rent
\n—— —— ———— ———– ———-
\n
\n3\/1\/2000 – 9\/30\/2001 1205 Coleman $224,340.00 19 $4,262,460.00
\n 1450 Coleman $ 42,700.00 19 $ 811,300.00
\n $267,040.00 $5,073,760.00<\/p>\n10\/1\/2001 – 9\/30\/2002 1205 Coleman $291,629.00 12 $3,499,548.00
\n 1450 Coleman $ 47,580.00 12 $ 570,960.00
\n $339,209.00 $4,070,508.00<\/p>\n
10\/1\/2002-9\/30\/2003 1205 Coleman $300,377.87 12 $3,604,534.44
\n 1450 Coleman $ 49,007.40 12 $ 588,088.80
\n $349,385.27 $4,192,623.24<\/p>\n
10\/1\/2003-9\/30\/2004 1205 Coleman $309,389.21 12 $3,712,670.47
\n 1450 Coleman $ 50,477.62 12 $ 605,731.46
\n $359,866.83 $4,318,401.94<\/p>\n
10\/1\/2004-9\/30\/2005 1205 Coleman $318,670.88 12 $3,824.050.59
\n 1450 Coleman $ 51,991.95 12 $ 623,903.41
\n $370,662.83 $4,447,954.00<\/p>\n
10\/1\/2005-9\/30\/2006 1205 Coleman $328,231.01 12 $3,938,772.11
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
\n
\n 1450 Coleman $ 53,551.71 12 $ 642,620.51
\n $381,782.72 $ 4,581,392.62<\/p>\n10\/1\/2006-9\/30\/2007 1205 Coleman $338,077.94 12 $ 4,056,935.27
\n 1450 Coleman $ 55,158.26 1 $ 55,158.26
\n $393,236.20 $ 4,112,093.53<\/p>\n
10\/1\/2007-9\/30\/2008 1205 Coleman $348,220.28 12 $ 4,178,643.33
\n 1450 Coleman $– 0 $ —
\n $348,220.28 $ 4,178,643.33<\/p>\n
10\/1\/2008-9\/30\/2009 1205 Coleman $358,666.89 12 $ 4,304,002.63
\n 1450 Coleman $– 0 $ —
\n $358,666.89 $ 4,304,002.63<\/p>\n
10\/1\/2009-9\/30-2010 1205 Coleman $369,426.89 12 $ 4,433,122.70
\n 1450 Coleman $– 0 $ —
\n $369,426.89 $ 4,433,122.70<\/p>\n
9\/30\/2010-10\/30\/2011 1205 Coleman $380,509.70 13 $ 4,946,626.08
\n 1450 Coleman $– 0 $ —
\n $380,509.70 $ 4,946,626.08
\n ==============
\n $48,659,128.06
\n<\/c><\/c><\/c><\/c><\/s><\/table>\n
——————- ———————
\nGreg Morell Carl Hanes
\nVice President, Acquisitions Facilities Manager
\nLennar Partners United Defense L.P., Santa Clara<\/p>\n
2<\/p>\n
Schedule 1<\/p>\n
Adjusted Base Rent through Oct. 30, 2011<\/p>\n
Both 1205 & 1450 parcels for entire 140 months:<\/p>\n
\n\nPeriod Parcel Monthly Rent # of Months Total Rent
\n—— —— ———— ———– ———-
\n <\/p>\n3\/1\/2000 – 9\/30\/2001 1205 Coleman $224,340.00 19 $4,262,460.00
\n 1450 Coleman $ 42,700.00 19 $ 811,300.00
\n $267,040.00 $5,073,760.00<\/p>\n
10\/1\/2001 – 9\/30\/2002 1205 Coleman $291,629.00 12 $3,499,548.00
\n 1450 Coleman $ 47,580.00 12 $ 570,960.00
\n $339,209.00 $4,070,508.00<\/p>\n
10\/1\/2002-9\/30\/2003 1205 Coleman $300,377.87 12 $3,604,534.44
\n 1450 Coleman $ 49,007.40 12 $ 588,088.80
\n $349,385.27 $4,192,623.24<\/p>\n
10\/1\/2003-9\/30\/2004 1205 Coleman $309,389.21 12 $3,712,670.47
\n 1450 Coleman $ 50,477.62 12 $ 605,731.46
\n $359,866.83 $4,318,401.94<\/p>\n
10\/1\/2004-9\/30\/2005 1205 Coleman $318,670.88 12 $3,824.050.59
\n 1450 Coleman $ 51,991.95 12 $ 623,903.41
\n $370,662.83 $4,447,954.00<\/p>\n
10\/1\/2005-9\/30\/2006 1205 Coleman $328,231.01 12 $3,938,772.11
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
3<\/p>\n
\n\nPeriod Parcel Monthly Rent # of Months Total Rent
\n—— —— ———— ———– ———-
\n <\/p>\n 1450 Coleman $ 53,551.71 12 $ 642,620.51
\n $ 381,782.72 $ 4,581,392.62<\/p>\n
10\/1\/2006-9\/30\/2007 1205 Coleman $ 338,077.94 12 $ 4,056,935.27
\n 1450 Coleman $ 55,158.26 1 $ 661,899.13
\n $ 393,236.20 $ 4,718,834.39<\/p>\n
10\/1\/2007-9\/30\/2008 1205 Coleman $ 348,220.28 12 $ 4,178,643.33
\n 1450 Coleman $ 56,813.01 12 $ 681,756.10
\n $ 405,033.29 $ 4,860,399.43<\/p>\n
10\/1\/2008-9\/30\/2009 1205 Coleman $ 358,666.89 12 $ 4,304,002.63
\n 1450 Coleman $ 55,517.40 12 $ 702,208.78
\n $ 417,184.28 $5,006,211.41<\/p>\n
10\/1\/2009-9\/30-2010 1205 Coleman $ 369,426.89 12 $ 4,433,122.70
\n 1450 Coleman $ 60,272.92 12 $ 723,275.05
\n $ 429,699.81 $ 5,156,397.75<\/p>\n
9\/30\/2010-10\/30\/2011 1205 Coleman $ 380,509.70 13 $ 4,946,626.08
\n 1450 Coleman $ 62,081.11 13 $ 807,054.41
\n $ 442.590.81 $ 5,753,680.49
\n ==============
\n $52,180,163.26
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
—————————- ——————————–
\nGreg Morell Carl Hanes
\nVice President, Acquisitions Facilities Manager
\nLennar Partners United Defense L.P., Santa Clara<\/p>\n
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