EXHIBIT 10.1
[VARI-L LETTERHEAD]
November 12, 2002
Xx. Xxxxxx Xxxx
General Partner
Five K Investments
11445 W. X-00 Xxxxxxxx Xxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Dear Xx. Xxxx:
This letter agreement amends the Lease Agreement, dated as of March 12, 1997 by
and between Vari-L Company, Inc., a Colorado corporation ("Lessee") and Five K
Investments, a Colorado general partnership ("Lessor") for the property located
at 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx (the "Lease Agreement") as set forth
more fully below. Capitalized terms used but not otherwise defined herein shall
have the meaning assigned to them in the Lease Agreement.
The Lease Agreement shall automatically terminate on June 30, 2003 (the
"Termination Date"). Upon termination of the Lease Agreement in accordance with
the terms hereof, Lessee hereby agrees to (i) pay Lessor a fee of $594,436 (the
"Termination Fee") and (ii) forfeit the return of any portion of Lessee's
original security deposit of $81,203 (the "Original Deposit") to which Lessee
would have otherwise been entitled upon termination of the Lease Agreement.
Within one business day following execution of this letter agreement by Lessor,
Lessee agrees to deposit with Lessor the sum of $50,000 (the "Additional
Deposit") solely as additional security to cover damage to the Demised Premises
other than usual and ordinary wear and tear. Lessor shall refund the remainder
of the Additional Deposit no later than sixty days following the Termination
Date.
If Lessee closes a sale of all or substantially all of its assets to Sirenza
Microdevices, Inc. ("Sirenza") (the "Asset Sale") prior to the Termination Date,
Lessee hereby agrees to place an amount equal to the Termination Fee in an
escrow account, with such amount to be paid to Lessor via wire transfer in
immediately available funds within two business days following the closing of
the Asset Sale. Lessor hereby consents to the Asset Sale and the sublet of the
Demised Premises by Lessee to Sirenza from the date of closing of such Asset
Sale through the Termination Date.
This letter agreement and the Lease Agreement constitute the full and entire
understanding between the parties with respect to the subjects hereof and no
party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein. If the terms of this letter agreement are
satisfactory, please indicate your acceptance by signing in the space provided
below.
Sincerely yours,
VARI-L COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx
President and CEO
ACCEPTED AND AGREED:
Dated: 11-12-02
----------------------------
FIVE K INVESTMENTS
By: /s/ Xxxxxx Xxxx
------------------------------
Xxxxxx Xxxx, General Partner
