CHICAGO TITLE COMPANY
110 W. Taylor Street, San Jose, California 95110-2131
(408)292-4212 Fax ( ) -
December 16, 1999
Craig Hoxsie, Director of Facilities
Spectrian
350 W. Java Drive
Sunnyvale, California 94089
Property: 165 Gibraltar Court, Sunnyvale, California 94089
Escrow No: 000834187 SEL
Dear Mr. Hoxsie:
In connection with the above referenced escrow, which closed on 12/16/99, we
enclose the following:
Certified copy of closing statements
Copy package of signed documents
If we can provide any additional information or answer any questions, please
call.
Thank you for choosing Chicago Title Company. We know you had a choice. We
appreciate your business and look forward to assisting you with your next real
estate transaction.
Sincerely,
CHICAGO TITLE COMPANY
/s/ Sharon E. La Fountain
Sharon E. La Fountain
Senior Escrow Officer
COPY
BANK OF AMERICA
Chicago Title MORTGAGE WAREHOUSE SERVICES SOUTH 5619 82119320
COMMERCIAL DEPT. POMONA, CA 91769
110 W. TAYLOR STREET 16-66/1220 82119320
SAN JOSE, CA 96110
(408) 292-4212 ESC: 000834187 - 001
DATE AMOUNT
12/16/99 $****624,450.03
PAY SIX HUNDRED TWENTY-FOUR THOUSAND FOUR HUNDRED FIFTY AND 03/100
CHICAGO TITLE
ESCROW TRUST ACCOUNT
VOID AFTER 90 DAYS
TO ** Spectrian Corporation **
THE ** Attn: Craig Hoxsie ** /s/ ????????????????
ORDER ** 350 W. Java Drive ** -----------------------------------
OF ** Sunnyvale, CA 94089** /s/ ????????????????
-----------------------------------
82119320 122000661 12357 19960
THE BACK OF THIS DOCUMENT CONTAINS AN ARTIFICIAL WATERMARK - HOLD AT AN ANGLE TO
VIEW
THIS REMITTANCE IS FOR ITEMS BELOW. IF NOT CORRECT PLEASE NOTIFY US PROMPTLY. NO
RECEIPT DESIRED. 82119320
CHECK #: 000082119320 ESC #: 000834187-001 ORDER #: 000834187-SEL DATE: 12/16/99
BUYER: Site One, LLC
SELLER: Gibraltar Court Associates, LLC
PROPTY: 165 Gibraltar Court
PAYEE: Spectrian Corporation
Sale Proceeds 624,450.03
-----------
CHECK TOTAL $624,450.03
SPECTRIAN CORPORATION
CERTIFICATE OF INCUMBENCY AND AUTHORIZATION
I, Garrett A. Garrettson, Chief Executive Officer and President of
Spectrian Corporation, a Delaware corporation ("Spectrian"), hereby certify as
follows:
1. Michael Angel is the duly elected and acting Executive Vice President,
Finance and Administration, Chief Financial Officer and Secretary of Spectrian.
2. The resolutions attached hereto as Exhibit A were duly and validly
adopted at a meeting of the Board of Directors of Spectrian held December 15,
1999 that was duly noticed and at which a quorum of the members of the Board of
Directors was present.
3. As such, Mr. Angel is duly authorized to make, execute and deliver the
agreement on behalf of Spectrian in its capacity as the managing member of
Gibraltar Court Associates LLC, a California limited liability company (the
"Seller"), for the sale of 165 Gibraltar Court, Sunnyvale, California or any
other document delivered in connection with the sale of such property and the
closing related thereto was duly elected or appointed, qualified and acting as
such officer at the respective times of the signing and delivery thereof and was
duly authorized to sign such document on behalf of the Seller and Spectrian, and
the signature of such person appearing on each such document is the genuine
signature of such officer.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
SALE OF 165 GIBRALTAR COURT
The next item of business was a discussion of the Corporation's sale of the
premises located at 165 Gibraltar Court. There was much discussion among the
Board and members of the Board asked several questions of management. After
discussion, upon motion duly made, seconded and approved by all of the
directors, the Board adopted the following resolutions:
RESOLVED: That the officers of the Corporation are hereby authorized, empowered
and directed to negotiate the terms of a sale of the premises located at 165
Gibraltar Court (the "Sale") on behalf of Gibraltar Court Associates LLC (the
"Seller") and to take such actions as necessary to complete the sale to Site
Development Services, Inc., a California corporation (the "Buyer") and to enter
into and execute a sales contract with the Buyer on behalf of this Corporation
and the Seller.
RESOLVED FURTHER: That the actions of the officers in entering into any
agreements, negotiating any contracts or taking any other actions to facilitate
the Sale are hereby ratified and approved.
RESOLVED FURTHER: That Michael Angel, Garrett A. Garrettson and any other
officer of the Corporation selected by Messrs. Angel and Garrettson are hereby
appointed as Attorneys-in-Fact of the Corporation in its capacity as the
managing member of the Seller and in its own right to sign any amendment or
amendments to the contract to effect the Sale or any other documents required in
connection therewith.
IN WITNESS WHEREOF, I have signed this Certificate as of December ___,
1999.
By: /s/ Garrett A. Garrettson
-------------------------------------
Garrett A. Garrettson,
Chief Executive Officer and President
I, Michael Angel, the Executive Vice President, Finance and Administration,
Chief Financial Officer and Secretary of Spectrian, do hereby certify that
Garrett A. Garretson is the duly elected, qualified and acting Chief Executive
Officer and President of Spectrian and that the signature of Garrett A.
Garrettson set forth above is his true and genuine signature.
IN WITNESS WHEREOF, I have executed this Certificate as of December __,
1999.
By: /s/ Michael Angel
-------------------------------------
Michael Angel, Executive Vice
President, Finance and
Administration, Chief Financial
Officer and Secretary
[Signature Page For Spectrian Corporation's Incumbency and Authority
Certificate]
EXHIBIT E
LEASE TERMINATION AGREEMENT
THIS AGREEMENT is dated _________________, 1999, for reference purposes
only, and is made between Gibraltar Court Associates, LLC, a California limited
liability company ("Landlord"), and Spectrian Corporation, a California
corporation ("Tenant"), with reference to the following facts:
A. Landlord and Tenant entered into a Lease dated February __, 1997
(the "Lease"), in which Landlord leased to Tenant, and Tenant leased from
Landlord, certain premises commonly known as 165 Gibraltar Court, Sunnyvale,
California (the "Leased Premises").
B. The parties wish to amend and terminate the Lease as set forth
herein so that Tenant can vacate the Leased Premises within the time period
provided in this Agreement and so that, following said termination, Landlord and
Tenant can be released and discharged from further performance of their
respective obligations under the Lease.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. Termination Date: Paragraph 1.3 of the Lease and Paragraph 1 of the
Lease Addendum shall be, and it hereby is, amended to provide that the effective
date of the termination of the Lease pursuant to this Agreement shall be
December 14, 1999 (the "Termination Date").
2. Termination of Lease: On the Termination Date, the Leased Premises shall
be fully and finally surrendered and the Lease shall be terminated.
3. Release of Liability:
A. Conditioned on the performance by Landlord and Tenant of the
provisions of this Agreement, and except as set forth in this Paragraph 3 and in
Paragraphs 5 and 6 below, on the Termination Date, Landlord and Tenant shall be
fully and unconditionally released and discharged from their respective
obligations arising from or connected with the Lease; provided, however, that
Tenant shall not be released from its obligations under the Lease to indemnify
Landlord.
B. Tenant warrants and represents to Landlord that Tenant has not
received any notice from any person of any claim for damages resulting from an
occurrence on the Leased Premises during the term of the Lease.
C. Except for the liability of Tenant pursuant to the terms of the
Lease to indemnify Landlord for all claims resulting from events occurring prior
to the Termination Date, and as otherwise set forth below, this Agreement shall
fully and finally settle all demands, charges, claims, accounts or causes of
action of any nature between Tenant and Landlord arising out of or in connection
with the Lease, including, without limitation, both known and unknown claims and
-2-
causes of action arising out of or in connection with the Lease, and shall
constitute a mutual release by and between Landlord and Tenant with respect to
the Lease.
D. Each of the parties expressly waives the provisions of California
Civil Code Section 1542, which provides as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
4. Condition of Leased Premises: On the Termination Date, Tenant shall,
unless otherwise agreed by Landlord, surrender possession of the Leased Premises
to Landlord in the condition required by and otherwise pursuant to the
provisions of the Lease.
5. Final Computation of Additional Rent: As soon as reasonably practicable
following the Termination Date, Landlord shall furnish to Tenant a statement
setting forth in reasonable detail any unpaid Additional Rent due for any period
preceding the Termination Date. Landlord shall thereupon determine the amount
due from Tenant to Landlord, or from Landlord to Tenant, as the case may be, and
any such payment from one party to the other shall be made within ten (10) days
after delivery by Landlord to Tenant of said statement, such that Landlord shall
receive the entire amount of Tenant's Additional Rent for such period and no
more.
6. Representation of the Parties: Each party hereto represents that it has
not made any assignment, sublease, transfer, conveyance or other disposition of
the Lease, or its interest in the Lease, or any claim, demand, obligation,
liability, action or cause of action arising from the Lease.
7. Voluntary Agreement: The parties hereto have read this Agreement and the
mutual releases contained in it and, on advice of counsel, they have freely and
voluntarily entered into this Agreement.
8. Attorneys' Fees: If either party commences an action against the other
party arising out of or in connection with this Agreement, the prevailing party
shall be entitled to recover from the other party reasonable attorneys' fees and
costs of suit.
9. Successors: This Agreement shall be binding on and inure to the benefit
of the parties hereto and their respective heirs, successors and assigns.
-3-
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties on
the dates set forth below opposite their respective signatures.
TENANT:
Dated: December 15, 1999 Spectrian Corporation
a California corporation
By: /s/ Garrett A. Garrettson
-------------------------------------
Its: President & CEO
By: /s/ Michael Angel
-------------------------------------
Its: Exec. VP & CFO
LANDLORD:
Dated: December 15, 1999 Gibraltar Court Associates, LLC
A California limited liability company
By: /s/ ????????????
-------------------------------------
President, Green Valley Corporation
Its: Partner
-4-
CHICAGO TITLE COMPANY
ESTIMATED SELLER'S SETTLEMENT STATEMENT PAGE: 01
ESCROW NUMBER: 02970-000834187-001 ORDER NUMBER: 02970-000834187
CLOSING DATE: 12/15/99 CLOSER: Sharon LaFountain
BUYER: Site One, LLC
SELLER: Gibraltar Court Associates, LLC
PROPERTY: 165 Gibraltar Court, Sunnyvale, California 94089
CHARGE SELLER CREDIT SELLER
------------- -------------
Sales Price $ $ 3,700,000.00
Loan Payoff to Fremont Investments & Loans 2,773,165.88
Forwarding Fee 10.00
Recon/Release Fee 65.00
Statement Fee 60.00
Interest to 12/17/99 12,016.83
Prorations And Adjustments
County Taxes from 12/15/99 to 01/01/00 1,328.81
Total amount $14,949.10 for 180 days
Total commission $222,000.00
Wayne Mascia Associates 222,000.00
Commission paid at Settlement 222,000.00
Settlement or Closing Fee To
Chicago Title Company 1,250.00
Title Insurance To Chicago Title Company 5,896.00
Courier and Delivery Fees 75.00
Recording Fees 100.00
City/County Tax/Stamps 4,070.00
Secretary of State LLC Docs to Cal
Title-Search, Inc. 48.00
Funds Due To Seller At Closing 682,572.10
------------- --------------
TOTALS $3,701,328.81 $ 3,701,328.81
============= ==============
682,572.10
(58,018.63) 8.5% Gibraltar Court Assoc.
- ------------------
$624,553.47 Net Spectrian Corp.
CHICAGO TITLE COMPANY
SELLER'S SETTLEMENT STATEMENT PAGE: 01
ESCROW NUMBER: 02970-000834187-001 ORDER NUMBER: 02970-000834187
CLOSING DATE: 12/15/99 CLOSER: Sharon LaFountain
BUYER: Site One, LLC
SELLER: Gibraltar Court Associates, LLC
PROPERTY: 165 Gibraltar Court, Sunnyvale, California 94089
CHARGE SELLER CREDIT SELLER
------------- -------------
Sales Price $ $ 3,700,000.00
Loan Payoff to Fremont Investments & Loans 2,773,165.88
Forwarding Fee 10.00
Recon/Release Fee 65.00
Statement Fee 60.00
Interest to 12/17/99 12,016.83
Prorations And Adjustments
County Taxes from 12/15/99 to 01/01/00 1,328.81
Total amount $14,949.10 for 180 days
Total commission $222,000.00
Wayne Mascia Associates 222,000.00
Commission paid at Settlement 222,000.00
Settlement or Closing Fee To
Chicago Title Company 1,250.00
Notary Fees to Notary Public 60.00
Title Insurance To Chicago Title Company 5,896.00
Courier and Delivery Fees 75.00
Recording Fees 70.00
City/County Tax/Stamps 4,070.00
Secretary of State LLC Docs to Cal
Title-Search, Inc. 48.00
Funds Due To Seller At Closing 682,459.05
------------- --------------
TOTALS $3,701,245.76 $ 3,701,245.76
============= ==============
CERTIFIED TO BE A TRUE
??????? COPY
By: /s/ ?????????
-----------------
CHICAGO TITLE CO.
CHICAGO TITLE COMPANY
ESTIMATED SELLER'S SETTLEMENT STATEMENT PAGE: 01
ESCROW NUMBER: 02970-000834187-001 ORDER NUMBER: 02970-000834187
CLOSING DATE: 12/15/99 CLOSER: Sharon LaFountain
BUYER: Site One, LLC
SELLER: Gibraltar Court Associates, LLC
PROPERTY: 165 Gibraltar Court, Sunnyvale, California 94089
CHARGE SELLER CREDIT SELLER
------------- -------------
Sales Price $ $ 3,700,000.00
Loan Payoff to Fremont Investments & Loans 2,773,165.88
Forwarding Fee 10.00
Recon/Release Fee 65.00
Statement Fee 60.00
Interest to 12/17/99 12,016.83
Prorations And Adjustments
County Taxes from 12/15/99 to 01/01/00 1,328.81
Total amount $14,949.10 for 180 days
Total commission $222,000.00
Wayne Mascia Associates 222,000.00
Commission paid at Settlement 222,000.00
Settlement or Closing Fee To
Chicago Title Company 1,250.00
Title Insurance To Chicago Title Company 5,896.00
Courier and Delivery Fees 75.00
Recording Fees 100.00
City/County Tax/Stamps 4,070.00
Secretary of State LLC Docs to Cal
Title-Search, Inc. 48.00
Funds Due To Seller At Closing 682,572.10*
------------- --------------
TOTALS $3,701,328.81 $ 3,701,328.81
============= ==============
* 8.5% to Gibraltar Court Assoc.
Balance to Spectrian Corp. (net) /s/ Michael Angel
/s/ ?????????????
ESCROW INSTRUCTIONS
TO: CHICAGO TITLE COMPANY, licensed by the California Department of Insurance
110 W. Taylor Street, San Jose, California 95110-2131
(408) 292-4212 Fax(408) 282-1404
Escrow No. 834187-SEL Escrow Officer Sharon LaFountain Date December 13, 1999
On or before the TIME LIMIT DATE of December 17, 1999
Gibraltar Court Associates, LLC, Seller(s), herein will hand you a Grant Deed
conveying the property described herein to vestee named below.
Site One, LLC, Buyer(s) herein hands you herewith:
deposit in the amount of $ 300,000.00
and will hand you prior to date of close of escrow $ 3,400,000.00
TO COMPLETE A TOTAL PURCHASE PRICE OF *$ 3,700,000.00
*together with fees and charges as set forth in the attached estimated
settlement statement.
which you are instructed to use when you can obtain a(n) ALTA Owners policy, and
any policy required by Buyer's Lender, which policies of title insurance will
contain the insuring clauses, exceptions, exclusions, provisions and
stipulations customarily contained in the printed provisions of such form with
liability not less than $ 3,700,000.00 describing the land in the City of
Sunnyvale, County of SANTA CLARA, State of California, described as:
All that certain real property situated in the City of Sunnyvale, County of
Santa Clara, State of California, being more particularly described as follows:
All of Parcel 4, as said Parcel is shown upon that certain Map entitled, "Parcel
Map, Being a Resubdivision of Parcel A-2...in Book 345 of Maps at Page 18",
which map was filed for record in the Office of the Recorder of the County of
Santa Clara, State of California on October 17, 1974 in Book 347 of Maps at Page
31.
commonly known as: 165 Gibraltar Court, Sunnyvale, California 94089
showing the fee title
in said land vested in: Site One, LLC, A California Limited Liability Company
SUBJECT To
1. Second Installment of Taxes for the fiscal year 1999/2000, a lien, payable
but not yet due.
2. The Lien of Supplemental Taxes, if any, assessed pursuant to the provisions
of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of
the State of California.
(Page 1)
ESCROW INSTRUCTIONS (Continued)
TO: CHICAGO TITLE COMPANY Escrow No.: 834187-SEL
Date: December 13, 1999
3. Covenants, conditions, restrictions, rights of way, easements and
reservations of record, if any, specifically, items no. 2-5, easement to record,
9 of the Preliminary Report 000834187, issued by Chicago Title Company, dated as
of 11/22/99.
PRORATE as of the close of escrow the following: taxes
BUYER agrees to pay fees and charges as per the attached estimated settlement
statement.
SELLER agrees to pay fees and charges as per the attached estimated
settlementstatement.
SUPPLEMENTAL TAXES
We understand that the current taxes may be increased pursuant to a revaluation
by the assessor's office as follows:
Escrow holder shall not be concerned with, or liable for payment, adjustment or
proration of, Supplemental Taxes assessed pursuant to Chapter 498, Statutes of
1983, State of California, unless specifically reflected on the Tax Assessor's
rolls. All assessments not shown on the tax rolls are to be adjusted outside of
escrow. The title policy will contain an exception for the lien of any
assessment of Supplemental Taxes assessed pursuant to Chapter 498, Statutes of
1983.
UNLESS SAID SUPPLEMENTAL TAXES ARE SPECIFICALLY REFLECTED ON THE TAX ASSESSOR'S
ROLLS, CHICAGO TITLE COMPANY SHALL NOT BE LIABLE OR RESPONSIBLE FOR THE PAYMENT,
ADJUSTMENT OR PRORATION OF THESE SUPPLEMENTAL TAXES, AS THEY ARE TO BE HANDLED
OUTSIDE OF ESCROW BY THE PARTIES AS THEY MAY DEEM NECESSARY.
PRELIMINARY CHANGE OF OWNERSHIP FORM:
Buyer will hand you before close of escrow a completed "Preliminary Change of
Ownership Form" which you are instructed to file, accompanied by the deed, with
the County Recorder. It is understood that escrow holder, by statutory
requirement, may not complete this form. In the event you have not received a
completed form at least one day prior to close of escrow, you are instructed to
proceed with the close of escrow and pay from funds deposited by buyer $20.00 to
the Recorder in lieu of providing said form for filing.
VESTING:
You are hereby authorized and instructed to complete the buyer's vesting on the
deed handed you by the seller in accordance with the buyer's instructions,
notwithstanding the fact that said document has already been signed by the
sellers.
(Page 2)
ESCROW INSTRUCTIONS (Continued)
TO: CHICAGO TITLE COMPANY Escrow No.: 834187-SEL
Date: December 13, 1999
FIRE/HAZARD INSURANCE:
Any insurance coverage will be handled outside of escrow between the principals,
and you are not to be concerned therewith.
Sellers address after close:
Street Address:
-----------------------------------------
City/State/Zip :
----------------------------------------
REFUNDS/PROCEEDS:
Seller's proceeds shall be handled as follows:
[ ] Call for pick up ( )___-____
[ ] C/O my Real Estate Agent.
[ ] Mailed to our forwarding address.
[ ] Wired to my account.
(IF FUNDS ARE TO BE WIRED, THE ATTACHED EXHIBIT "A" MUST BE COMPLETED).
[X] Other: Del. A. Spectrian
----------------------------------------------------------------------
(Page 3)
GENERAL PROVISIONS
TO: CHICAGO TITLE COMPANY Escrow No.: 834187-SEL
Date: December 13, 1999
1. Time is of the essence of these instructions. If this escrow is not in a
condition to close by the TIME LIMIT DATE as provided for herein and
written demand for cancellation is received by you from any principal to
this escrow after said date, you shall act in accordance with paragraph 7
of the General Provisions. If no conflicting instruction or demand for
cancellation is made, you will proceed to close this escrow when the
principals have complied with the escrow instructions. In the event one or
more of the General Provisions are held to be invalid, those remaining will
continue to be operative. Any amendments of or supplements to any
instructions affecting escrow must be in writing. You are authorized to
order demands for, and pay at the close of escrow any encumbrances of
record necessary to place title in the condition called for without further
authorization. You are further authorized, prior to the close of escrow, to
pay from funds on deposit any fees necessary to obtain any demand and/or
report as may be required in this escrow and at the close of escrow charge
the parties as appropriate. The principals will hand you any funds and
instruments required from each respectively to complete this escrow.
Interest on any new financing may begin to accrue on the date loan
funds/proceeds are disbursed by the new lender, and borrower agrees to pay
same in accordance with lender's instructions.
2. You are instructed to deliver and/or record all documents and disburse all
funds when you can comply with these instructions and issue any title
insurance policy as called for herein. These instructions, together with
any amendments and/or supplements, may be executed in counterparts and
together shall constitute one and the same document. If these instructions
relate to a sale, and if there is no other written agreement between the
parties pertaining thereto, buyer agrees to buy and seller agrees to sell
upon the terms and conditions hereof. All documents, balances and
statements due the undersigned are to be mailed to the respective addresses
shown herein, unless otherwise directed. In the event that any party to
this escrow utilizes facsimile transmitted signed documents, all parties
hereby agree to accept and hereby instruct the escrow holder to rely upon
such documents as if they bore original signatures. Buyer and seller
further acknowledge that any documents to be recorded bearing non original
(facsimile) signatures will not be accepted for recording by the county
recorder.
3. The phrase "close of escrow" (or COE) as used in this escrow means the date
on which documents are recorded, unless otherwise-specified.
4. Assume a 30 day month in any proration herein provided, and unless
otherwise instructed, you are to use the information contained in the
latest available tax statement, including any supplemental taxes of record,
rental statement as provided by seller and beneficiary's or association
statements delivered into escrow for proration purposes.
5. Upon close of escrow you are instructed to charge our respective accounts
the costs attributable to each, including but not limited to costs as
provided for herein and/or in accordance with our respective estimated
statements attached hereto and made a part hereof.
6. Recordation of any instruments delivered through this escrow, if necessary
or proper for the issuance of the policy of title insurance called for, is
authorized. No examination or insurance as to the amount or payment of
personal property taxes is required unless specifically requested.
7. If demand to cancel is submitted after the Time Limit Date, any principal
so requesting you to cancel this escrow shall file notice of demand to
cancel in your office in writing. You shall within three (3) working days
thereafter mail by certified mail one copy of such notice to each of the
other principals at the address stated in this escrow. Unless written
objection thereto is filed in your office by a principal within fifteen
(15) calendar days after the date of such mailing, you are instructed to
cancel this escrow. If this is a sale escrow, you may return the lender's
papers and/or funds upon lender's demand.
8. In the event that this escrow is canceled, any fees or charges due Chicago
Title Company including cancellation fees and any expenditures incurred or
authorized shall be paid from funds on deposit unless otherwise
specifically agreed to or determined by a court of competent jurisdiction.
Upon payment thereof, return documents and monies to the respective parties
depositing same, or as ordered by the court, and void any executed
instruments.
9. If there is no written activity by a principal to this escrow within any
six-month period after the Time Limit Date set forth herein, Chicago Title
Company may, at its option, terminate its agency obligation and cancel this
escrow, returning all documents, monies or other items held, to the
respective parties entitled thereto, less any fees and charges as provided
herein.
10. If, for any reason, funds are retained or remain in escrow after the
closing date, you may deduct therefrom a reasonable charge as custodian, of
not less than $25.00 per month, unless otherwise specified.
(Continued)
GENERAL PROVISIONS
(Continued)
TO: CHICAGO TITLE COMPANY Escrow No.: 834187-SEL
Date: December 13, 1999
11. In the event that you should receive or become aware of conflicting demands
or claims with respect to this escrow, or the rights of any of the parties
hereto, or any money or property deposited herein, you shall have the
absolute right at your option to discontinue any or all further acts until
such conflict is resolved to your satisfaction.
12. In the event that any Offer to Purchase, Deposit Receipt, or any other form
of Purchase Agreement is deposited in this escrow, you, as escrow holder,
are not to be concerned with the terms of such document and are relieved of
all responsibility in connection therewith. The foregoing is not applicable
in any transaction in which Chicago Title has specifically agreed to accept
an Offer to Purchase, Deposit Receipt or other form of Purchase Agreement
as escrow instructions. In any event, you are not to be concerned or liable
for items designated as "memoranda" in these escrow instructions nor with
any other agreement or contract between the parties.
13. The parties hereto, by execution of these instructions acknowledge that the
escrow holder assumes no responsibility or liability whatsoever for the
supervision of any act or the performance of any condition which is a
condition subsequent to the closing of this escrow.
14. In the absence of instructions to the contrary, you are hereby authorized
to utilize wire services, overnight, next day, or other expedited delivery
services (as opposed to the regular U.S. Mail) and to charge the respective
party's account accordingly.
15. Concerning any real property involved in this transaction you are released
from and shall have no liability, obligation or responsibility with respect
to (a) withholding of funds pursuant to Section 1445 of the Internal
Revenue Code of 1986 as amended, and to Sections 18662 and 18668 of the
California Revenue and Taxation Code, (b) advising the parties as to the
requirements of said Section 1445, (c) determining whether the transferor
is a foreign person or a non-resident under such Section, nor (d) obtaining
a non foreign affidavit or other exemption from withholding under said
Sections nor otherwise making any inquiry concerning compliance with such
Sections by any party to the transaction.
16. If you pay a demand to pay in full a revolving line of credit or equityline
loan, you are hereby instructed on my behalf and for my benefit, to request
that the lender issuing said demand cancel said revolving line or
equityline of credit.
17. You are authorized to furnish to any affiliate of Chicago Title Company,
any attorney, broker or lender identified with this transaction or any one
acting on behalf of such lender any information, instructions, amendments,
statements, or notices of cancellation given in connection with this
escrow. If any check submitted to escrow is dishonored when presented for
payment, you are authorized to notify all principals and/or their
respective agents of such non payment.
18. All notices, change of instructions, communications and documents are to be
delivered in writing to the office of Chicago Title Company, as set forth
herein.
19. All funds received in this escrow shall be deposited with other escrow
funds in one or more non-interest bearing demand accounts of Chicago Title
Company in any state or federal bank or any state or federal savings and
loan association ("the depository institutions") and may be transferred to
any other such accounts.
The parties to this escrow acknowledge that while these accounts do not
bear interest, because of these and other banking relationships with the
depository institutions, Chicago Title Company and its affiliates may
receive from some of the depository institutions an array of banking
services, accommodations or other benefits. Chicago Title Company and its
affiliates also may elect to enter into other business transactions with or
obtain loans for investment or other purposes from some of the depository
institutions. All of such services, accommodations and other benefits shall
accrue, directly or indirectly, to Chicago Title Company and its affiliates
and they shall have no obligation to account to the parties to this escrow
for the value of such services, accommodations or other benefits. A11
disbursements shall be made by Chicago Title Company check, unless
otherwise instructed.
Chicago Title Company shall not be responsible for any delay in closing if
funds received by escrow are not available for immediate withdrawal.
Chicago Title Company may, at its option, require concurrent instructions
from all principals prior to release of any funds on deposit in this
escrow.
20. You are authorized to destroy or otherwise dispose of any and all
documents, papers, instructions, correspondence and other material
pertaining to this escrow at the expiration of six (6) years from the close
of escrow or cancellation thereof, without liability and without further
notice.
(Continued)
GENERAL PROVISIONS
(Continued)
TO: CHICAGO TITLE COMPANY Escrow No.: 834187-SEL
Date: December 13, 1999
IMPORTANT NOTICE
Except for wire transfers, funds remitted to this escrow are subject to
availability requirements imposed by Section 1243.1 of the California Insurance
Code. CASHIER'S, CERTIFIED or TELLER'S checks, payable to CHICAGO TITLE COMPANY
are generally available for disbursement on the next business day following the
date of deposit.
Other forms of payment may cause extended delays in the closing of your
transaction pursuant to the requirements imposed by State Law,
(Wire transfer information available upon request)
ALL PARTIES TO THIS ESCROW ACKNOWLEDGE THAT CHICAGO TITLE COMPANY DOES NOT
PROVIDE LEGAL ADVICE NOR HAS IT MADE ANY INVESTIGATION, REPRESENTATIONS OR
ASSURANCES WHATSOEVER REGARDING THE LEGAL ASPECTS OR COMPLIANCE OF THIS
TRANSACTION WITH ANY TAX, SECURITIES 0R ANY OTHER STATE OR FEDERAL LAWS. IT IS
RECOMMENDED THAT THE PARTIES OBTAIN INDEPENDENT LEGAL COUNSEL AS TO SUCH
MATTERS.
THE FOREGOING ESCROW INSTRUCTIONS AND GENERAL PROVISIONS HAVE BEEN READ AND ARE
UNDERSTOOD AND AGREED TO BY EACH OF THE UNDERSIGNED.
GIBRALTAR COURT ASSOCIATES, LLC Site One, LLC
A California Limited Liability
Company
BY: Green Valley Corporation, By: /s/ ??????????? 12/13/99
a California corporation -------------------------------------
Its: Manager
------------------------------------
By: /s/ ?????????????
-------------------------------------
Its: President
------------------------------------
BY: Spectrian Corporation
a California Corporation
By: /s/ Michael Angel
-------------------------------------
Its: EVP & CFO
------------------------------------
Current Address: Current Address:
7O1 No. First Street 1608 Club View Drive
San Jose, California 95112 Bakersfield, California 93309-0146
Telephone: Telephone:
-------------------------- --------------------------
REAL ESTATE REPORTING
SOLICITATION
Date: November 2, 1999 Escrow/Order No. 834187-SEL
You are required by law to furnish your correct taxpayer identification number,
and other information to the "Settlement Agent" as defined in Section 604(e) of
the Internal Revenue Code, for purposes of 1099S information reporting on real
estate transactions. Accordingly, information regarding this transaction will be
sent to the Internal Revenue Service and State Franchise Tax Board. Failure to
provide the settlement agent, Chicago Title Company, with your correct taxpayer
identification number could result in civil or criminal penalties as imposed by
law. Should you have any questions regarding the information reporting
requirements of this section, you are advised to consult with your attorney, tax
advisor or the Internal Revenue Service.
SELLER'S NAME: (enter surname first)
(1) Gibraltar Court Associates, LLC
(2)
SELLER'S ADDRESS AFTER CLOSE:
(3) 711 N. First Street
(4) City: San Jose
(5) State: CA (6) Zip: 95110
TAXPAYER IDENTIFICATION NUMBER: (for the name shown at line (1) above)
Employer Identification Number: (7) 77-0452166
- -OR-
Social Security Number: (8) ___/__/____
ALLOCATION FOR MULTIPLE TRANSFERORS
If you are ONE of multiple transferors/sellers in this transaction, you can
choose to allocate your individual share of "Gross Proceeds" for 1099S
reporting. (i.e. 50% share or interest) Transferors who are husband and wife at
the time of closing, may be treated as a single transferor. Complete one of the
following selections:
For 10995 reporting purposes, the allocation to be used on my behalf in this
transaction is:
(a)_________________% share of the total gross proceeds
-OR-
(b) The amount of $________________________________.
NOTE: If, at the closing, there is an unresolved conflict of the allocation
between multiple transferors or the combined allocations do not total 100% of
the reportable gross proceeds, the settlement a agent must report the ENTIRE
gross proceeds for EACH transferor on each return of information required to be
filed. No subsequent corrections or amended 1099S forms will be issued to the
transferors under these conditions.
CERTIFICATION
Under penalties of perjury, I/we certify that the number shown on this form is
my correct taxpayer identification number. Gibraltar Court Associates, LLC, A
California Limited Liability Company
BY :/s/ ???????????? Date 12/15/99
BY: /s/ Michael Angel Date 12/15/99
CHICAGO TITLE COMPANY
110 W. Taylor Street, San Jose, California 95110-2131
(408) 292-4212 Fax (408) 282-1404
CERTIFICATION OF NON-FOREIGN STATUS
BY INDIVIDUAL TRANSFEROR
(S 1445)
Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of
a U.S. real property interest must withhold tax if the transferor (seller) is a
foreign person. To inform the transferee (buyer) that withholding of tax is not
required upon my disposition of a U.S. real property interest,
I/WE Gibraltar Court Associates, LLC
hereby certify the following:
1. The real property interest being transferred by me consists of an
interest in the real property commonly known as:
165 Gibraltar Court
Sunnyvale, California 94089
2. I am not a nonresident alien for purposes of U.S. income taxation.
3. My U.S. tax payer identification number (Social Security Number)
is: 77-0452166
4. My home address is: 711 N. First St.
San Jose, CA 95110
I understand that this certification may be disclosed to the Internal Revenue
Service by the transferee and that any false statement I have made here could be
punished by fine, imprisonment, or both.
UNDER PENALTIES OF PERJURY I DECLARE THAT I HAVE EXAMINED THIS CERTIFICATION AND
TO THE BEST OF MY KNOWLEDGE AND BELIEF IT 1S TRUE, CORRECT, AND COMPLETE.
Dated: 12/15/99
GIBRALTAR COURT ASSOCIATES, LLC a California limited liability corporation
By: Green Valley Corporation, a California corporation
By: /s/ ????????????????
Its: President
By: Spectrian Corporation, a California corporation
By: /s/ Michael Angel
Its: EVP & CFO
NOTE: For further information furnished concerning the form of this
certification, see Temp. Reg 1.1445-T(b), (2).
YEAR ORDER NO. 834187 - LM CALIFORNIA FORM
Withholding Exemption Certificate for 590-RE
Real Estate Sales (For use by sellers of California real estate)
File this form with your withholding agent or buyer. Withholding agent's name
Seller's name
Gibraltar Court Associates LLC
Seller's address (number and street)
711 N. First St.
City State Zip code
SJ 95110
Read the following carefully and check the box that applies to the seller:
[ ] Certificate of Residency - Individuals:
I am a resident of California and I reside at the address shown above. See
Page 2 for the definition of a resident.
[ ] Certificate of Principal Residence - Individuals:
The California real property located at _______________________ qualifies
as my principal residence within the meaning of the California Revenue and
Taxation Code Section 17152. See Page 2 for the definition of a principal
residence.
[ ] Corporations:
The above-named corporation has a permanent place of business in California
at the address shown above or is qualified to do business in California.
See Page 2 for the definition of permanent place of business.
[ ] Partnerships:
The above-named entity is a partnership and the recorded title to the
property is in the name of the partnership. The partnership will file a
California return to report the sale and will withhold on foreign and
domestic nonresident partners as required. Get FTB Publication 1017,
Nonresident Withholding - Partnership Guidelines for more information.
[X] Limited Liability Companies (LLCs):
The above-named entity is an LLC and the recorded title to the property is
in the name of the LLC. The LLC will file a California return to report the
sale and will withhold on foreign and domestic nonresident members as
required. Get FTB Publication 1017, Nonresident Withholding - Partnership
Guidelines, for more information.
[ ] Tax-Exempt Entities and Nonprofit Organizations:
The above-named entity is exempt from tax under, California or federal law.
[ ] Irrevocable Trusts:
At least one trustee of the above-named irrevocable trust is a California
resident. The trust will file a California fiduciary return reporting the
sale and will withhold when distributing California source income to
nonresident beneficiaries.
[ ] Certificate of Residency of Deceased Person - Estates:
I am the executor of the above-named person's estate.. The decendent was a
California resident at the time of death. The estate will file a California
fiduciary return reporting the sale and will withhold when distributing
California source income to nonresident beneficiaries.
[ ] Bank:
The above-named entity is a bank or a bank acting as a fiduciary for a
trust.
CERTIFICATE: Please complete and sign below.
Under penalties of perjury, I hereby certify that the information provided
herein is, to the best of my knowledge, true and correct. If conditions change,
I will promptly inform the withholding agent.
Seller's name and title (type or print)
-----------------------------------------
Seller's [ ] Social security number [ ] California corporation number
or [ ] FEIN
770452166
(NOTE: Failure to provide your identification number will render this
certificate void.)
Seller's signature /s/ Michael Angel Date 12/15/99
-------------------------------------------------
For Privacy Act Notice, see form FTB 1131 (Individuals only).
FREMONT
INVESTMENT & LOAN
December 8, 1999
Sharon LaFountain Loan Number: 950113054
Chicago Title Company Account Name: Gibraltar Court
110 West Taylor Street Escrow Number: 834187-SEL
San Jose CA 95110 Order Number: None Given
DEMAND
In accordance with your request, please consider this letter to represent a
formal summary of the amount for payment in full on the referenced loan:
Original Loan Amount $3,200,000.00
Principal Balance 2,773,165.88
Daily Interest 706.87
Interest owed if payoff received by 5 p.m. on 12/17/1999 12,016.83
Prepayment Penalty 0.00
Demand Foe 60.00
Forwarding Fee 65.00
Other Fees 10.00
Fax Fee:
Please note that Fremont Investment & Loan will be closed on December 24, 27, 31
and January 3 for company holidays.
This demand is valid through 12/30/99 only. Please request an updated demand
from our office after this date.
Please add interest at the daily rate from the "Interest Owed" dated above to
the date we receive the funds in our office. If the loan is impounded, the
impound funds will be refunded directly to the borrower after the payoff is
received.
Payments on this loan are due on the first of the month, and the borrower is
responsible to keep payments current until the payoff is completed and funds are
received in our office, A late fee may accrue after the tenth of each month. Any
fees that may accrue that are not reflected on this demand are the
responsibility of the borrower and must be paid or the payoff will not be
honored.
Please note that figures will not be verified over the telephone. An updated
demand may be requested by faxing a request to (714) 283-6799.
Please forward your payoff check directly to this office. Wire instructions
follow this demand for your reference. Upon receipt of the funds, we will
forward our Full Reconveyance to release our Note and Deed of Trust.
Sincerely,
/s/ Kimberly A. Banks
Kimberly A. Banks
Senior Customer Service Representative
Commercial Loan Service Department
COMMERCIAL LOAN SERVICE CENTER 175 N. Riverview Drive P.O. Box 08051 ANAHEIM, CA
92817-0851
Member FDIC Serving our members since 1937
TO: Chicago Title Company
110 W. Taylor Street
San Jose, California 95110-2131
ATTN: Sharon E. La Fountain
RE: Escrow No. 000834187
I/We hand you herewith an executed Utility Easement Agreement which you are
hereby authorized and instructed to record in the office of the Recorder of the
County of Santa Clara, concurrently with, and prior to, the recording of the
Grant Deed from Gibraltar Court Associates, LLC and Site One, LLC for the
following described real property:
All that certain real property situated in the City of Sunnyvale, County of
Santa Clara, State of California, being more particularly described as follows:
All of Parcel 4, as said Parcel is shown upon that certain Map entitled, "Parcel
Map, Being a Resubdivision of Parcel A-2...in Book 345 of Maps at Page 18",
which map was filed for record in the Office of the Recorder of the County of
Santa Clara, State of California on October 17, 1974 in Book 347 of Maps at Page
31.
GIBRALTAR COURT ASSOCIATES, LLC
a California limited liability company
BY: Green Valley Corporation
a California corporation
BY: /s/ ????????????????
Its: President
BY: Spectrian Corporation
a California corporation
BY: /s/ Michael Angel
Its: Exec VP & CFO
SITE ONE, LLC
BY: /s/ ?????????????????
Its: Manager