ASSIGNMENT OF SUBLEASE; CONSENT OF LANDLORD
There is a Lease Agreement (the "Lease") dated for reference purposes
as of May 10, 1999, between Orchard Jay Investors, LLC, a California limited
liability company ("Landlord") and Cylink Corporation, a California corporation
("Tenant/Assignor") relating to premises including those commonly known as 3101
Jay Street, Santa Clara, California, in the County of Santa Clara.
Tenant/Assignor is the Sublandlord under the following Subleases (referred to
herein as the "Transferred Subleases"):
Sublease between ICG Communications, Inc., and Cylink Corporation dated
May 21, 2001 as to 10,855 square feet of space comprising a portion of
the first floor of 3101 Jay Street, commonly known as Suite 101
(including all rights of Tenant under the Consent of Landlord to such
Sublease dated as of September 11, 2001, as subsequently approved by
the Bankruptcy Court).
Sublease between Cylink Corporation and Intel Corporation dated January
12, 2001 as to 10,855 square feet of space comprising a portion of the
first floor of 3101 Jay Street, commonly known as Suite 110 (including
all rights of Tenant under the Consent of Landlord to such Sublease
dated as of February 16, 2001).
The two premises identified above are referred to herein as the
"Subleased Premises".
Tenant/Assignor agrees to and does assign the Transferred Subleases on
the terms and conditions set forth below to Orchard Jay Investors, LLC
("Assignee") and Assignee agrees to accept such assignment and assume
Tenant/Assignor's duties as Sublandlord going forward, and Landlord consents to
the proposed assignment on the following terms and conditions:
1. Assignment and Acceptance: Effective on February 1, 2003,
Tenant/Assignor assigns all of its right, title, and interest in and to the
Transferred Subleases to Assignee. Assignee hereby confirms its acceptance of
the assignment of the Lease and the Tenant/Assignor's leasehold interest in the
Subleased Premises and assumption of the obligations thereof.
2. No Waiver Of Assignment And Sublease Approval Rights: Landlord's
consent hereto does not constitute consent to any subsequent subletting or
assignment, nor a waiver of the restriction on assignment and subletting
contained in the Lease.
3. No Effect On Lease: In no event shall Landlord's consent to this
Assignment be, or be construed as, a modification of the terms of the Lease, and
in the event of any inconsistency between the terms of the approved Assignment
and the terms of the Lease, the terms of the Lease shall prevail.
4. Assignment of Security Deposit: Tenant confirms and agrees that
Tenant has not received any Security Deposit from Intel Corporation on its
Sublease, and Tenant has received as Security Deposit from ICG only that certain
irrevocable letter of credit dated February 7, 2002 and drawn on Wells Fargo
Bank in favor of Landlord. Landlord is hereby relieved of any obligations to
Tenant relating to the said letter of credit, including but not limited to the
obligations set forth in the Consent of Landlord, Paragraph 11, and Landlord is
entitled to all
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Consent of Landlord Page 2 of 2
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right, title, and interest in said letter of credit in its own name and for
protection of its interests as the Assignee of the Sublease with ICG.
5. Brokerage Commissions: There are no commissions payable on this
transaction, and neither party has been assisted by or contracted with a broker
in regard hereto.
6. No Merger: Landlord and Tenant do not intend, by this Assignment or
any concurrent transaction between them, to effect any merger of interests.
Assignee's continuing rights as Sublandlord by assignment from Tenant shall not
be interfered with or affected by any relief of Tenant of all or any part of its
obligations under the Lease.
Landlord consents to the foregoing Tenant and Assignee agree to the
transaction: foregoing transaction
Orchard Jay Investors, LLC, a Cylink Corporation, a California
California limited liability company corporation
By: /s/ Michael J. Biggar By: /s/ Chris Chillingworth
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Michael J. Biggar Chris Chillingworth
Managing Member Chief Financial Officer
Dated: October 30, 2002 Dated: October 30, 2002
ASSIGNEE
Orchard Jay Investors, LLC, a
California limited liability
company
By: /s/ Michael J. Biggar
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Michael J. Biggar
Managing Member
Dated: 10/30/02
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