Second Amendment to Agreement Re Effectiveness and Cancellation of Agreement for Option between 3333 Hillview Associates, LLC and Watkins-Johnson Company

Summary

This amendment is between 3333 Hillview Associates, LLC and Watkins-Johnson Company. It extends the deadline for Watkins-Johnson to notify Hillview Associates that it has entered into a binding lease for new business premises. The new deadline is March 29, 2000. All other terms of the original agreement, as previously amended, remain unchanged and in effect.

EX-10.15 16 ex-10_15.txt EXHIBIT 10.15 EXHIBIT 10.15 SECOND AMENDMENT TO AGREEMENT RE EFFECTIVENESS AND CANCELLATION OF AGREEMENT FOR OPTION This SECOND AMENDMENT TO AGREEMENT RE EFFECTIVENESS AND CANCELLATION OF AGREEMENT FOR OPTION (the "SECOND AMENDMENT TO EFFECTIVENESS AGREEMENT") is made and entered into as of this 22nd day of March 2000, by and between 3333 Hillview Associates, LLC, a Delaware limited liability company ("ASSOCIATES"), Watkins-Johnson Company, a California corporation ("WJ"), with reference to the following facts and circumstances: RECITALS A. Associates requested that WJ execute and deliver that certain AGREEMENT FOR OPTION TO AMEND SUBLEASE, AMENDMENT OF SUBLEASE AND JOINT ESCROW INSTRUCTIONS, dated as of March 6, 2000 (the "OPTION AGREEMENT") and that certain Long Term Amendment to Lease (as defined in the Option Agreement); B. Associates and WJ entered into that certain Agreement Re Effectiveness And Cancellation Of Agreement For Option, dated as of March 8, 2000 ("ORIGINAL EFFECTIVENESS AGREEMENT"), pursuant to which the Associates and WJ agreed that the Option Agreement and the Long Term Amendment to Lease would cease to be effective unless WJ notified Associates in writing (the "EFFECTIVENESS NOTICE") that it had entered into a binding lease for a building or buildings in which WJ may conduct its business on or before March 15, 2000; C. Associates and WJ entered into that certain First Amendment to Agreement Re Effectiveness And Cancellation Of Agreement For Option, dated as of March 15, 2000 ("FIRST AMENDMENT TO EFFECTIVENESS AGREEMENT"), pursuant to which the Associates and WJ agreed that the Option Agreement and the Long Term Amendment to Lease would cease to be effective unless WJ notified Associates in writing (the "EFFECTIVENESS NOTICE") that it had entered into a binding lease for a building or buildings in which WJ may conduct its business on or before March 22, 2000; D. Associates and WJ desire to extend the date on or before which WJ shall deliver to Associates the Effectiveness Notice under the Effectiveness Agreement from March 22, 2000 to March 29, 2000. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, WJ, Associates and Morrco hereby agree as follows: 1. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Original Effectiveness Agreement. 2. The Original Effectiveness Agreement is hereby amended by deleting the date "March 22, 2000" wherever it appears in the Original Effectiveness Agreement and substituting therefor the date "March 29, 2000." 3. Except as modified by this Second Amendment to Effectiveness Agreement, the Original Effectiveness Agreement, as amended by the First Amendment to Effectiveness Agreement shall remain in full force and effect, without modification or impairment. -2- 4. This Second Amendment to Effectiveness Agreement may be executed in counterparts, each of which when taken together shall constitute but one agreement. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first above written. 3333 HILLVIEW ASSOCIATES, LLC, a Delaware limited liability company By: JD Palo Alto Group, L.L.C., a Delaware limited liability company, Manager By: ----------------------------------- Its: MANAGER ---------------------------------- WATKINS-JOHNSON COMPANY, a California corporation By: -------------------------------------- Its: PRESIDENT AND CEO ------------------------------------- -3-