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Exhibit 10.2
RECORDING REQUESTED BY: )
)
First American Title Insurance Company )
)
WHEN RECORDED MAIL TO: )
)
XXXXXXX, XXXXXXX & )
XXXXXXXX LLP )
00000 Xx Xxxxxx Xxxx )
Xxx Xxxxx, XX 00000 )
Attention: X. Xxxxx Xxxx, Esq. )
)
)
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(Space above for Recorder's Use)
DEED OF RECONVEYANCE AND TERMINATION OF LEASE
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WHEREAS, SIPEX CORPORATION, a Massachusetts corporation, is the lessee
("Lessee"), UBS LEASE FINANCE LLC, a Delaware limited liability company is the
beneficiary ("Lessor"), and FIRST AMERICAN TITLE GUARANTY COMPANY is the
trustee, in connection with that certain Lease Supplement No. 1 and Memorandum
of Lease and Deed of Trust dated as of March 13, 1998 (the "Deed of Trust and
Memorandum"), which Deed of Trust and Memorandum was recorded on March 13, 1998
in the Official Records of Santa Xxxxx County, California, as Document No.
14095401;
WHEREAS, the Deed of Trust and Memorandum supplements and secures Lessee's
obligations under, and provides record notice of, that certain Master Lease
between Lessor and Lessee, dated as of March 13, 1998 (the "Lease"), which was
assigned to UBS AG, Stamford Branch (as successor to Union Bank of Switzerland,
acting through its New York Branch) ("Assignee") pursuant to that certain
Assignment of Lease and Rent by Lessor to Assignee, dated March 13, 1998 (the
"Assignment"), which Assignment was recorded on March 13, 1998 in the Official
Records of Santa Xxxxx County, California, as Document No. 14095402;
WHEREAS, the Deed of Trust and Memorandum and the Assignment encumber
certain real and personal property located in the City of Milpitas, County of
Santa Xxxxx, State of California (the "Property") more particularly described on
Exhibit "A" attached hereto and incorporated herein;
WHEREAS, Xxxxxx, Lessor and Assignee desire to terminate the Lease; and
WHEREAS, Xxxxxx, Xxxxxx and Assignee desire to cause Trustee to execute a
reconveyance to reconvey the Property from the lien and security interest
granted to Lessor by said Deed of Trust and Memorandum, as such security
interest has been assigned to Assignee pursuant to the Assignment;
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NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Lessee, Lessor and Assignee hereby agree as follows:
1. SUBSTITUTION OF TRUSTEE AND RECONVEYANCE OF PROPERTY. Lessor hereby
substitutes itself as Trustee under said Deed of Trust and Memorandum and does
hereby remise, grant, release and reconvey, without warranty, to the person or
persons legally entitled thereto, all of the estate and interest derived by the
Trustee in and to the Property described therein. This reconveyance shall be
effective as of the date of recordation of this Deed of Reconveyance and
Termination of Lease in the Official Records of Santa Xxxxx County, California
(the "Effective Date").
2. TERMINATION OF LEASE AND RELEASE OF ASSIGNMENT. The Lease shall
terminate, and Assignee does hereby release all of its right, title and interest
in the Property, the Lease and in all other rights granted by Lessor pursuant to
the Assignment, including the option to purchase set forth in that certain Lease
Supplement No. 1 and Memorandum of Lease and Deed of Trust dated and recorded
March 13, 1998, under Series No. 14095401 in the Official Records of Santa Xxxxx
County Recorder's Office, effective as of the Effective Date, and all of the
parties to the Lease and the Assignment shall be fully and unconditionally
released and discharged from their respective obligations arising thereunder
after the Effective Date. Xxxxxx and Assignee hereby acknowledge and agree that
they shall have no further right, title or interest in or to the Property after
the Effective Date.
3. NO PREVIOUS ASSIGNMENT. Lessor and Assignee each represent and warrant
that it has not heretofore assigned or transferred or purported to transfer or
assign to any person, firm or corporation the Lease, the lien of the Deed of
Trust and Memorandum or any of its other rights, title or interests in the
Property, except as expressly contained in the Assignment
4. GENERAL PROVISIONS.
a. ENTIRE AGREEMENT. This Deed of Reconveyance and Termination of
Lease contains all of the covenants, conditions and agreements between the
parties and shall supersede all prior correspondence, agreements and
understandings, both oral and written.
b. GOVERNING LAW. This Deed of Reconveyance and Termination of Lease
shall be construed and enforced in accordance with California law.
c. COUNTERPARTS. This Deed of Reconveyance and Termination of Lease
may be executed in any number of counterparts each of which shall be deemed an
original and all of which together shall comprise but a single instrument.
[Signature Pages Attached]
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[Signature Page to Deed of Reconveyance and Termination of Lease]
Dated: _____________, ______ LESSOR:
UBS LEASE FINANCE LLC, a Delaware
limited liability company
By: _______________________________
Name: _________________________
Its: ____________________
STATE OF ___________________ )
) ss
COUNTY OF __________________ )
On ________________, 2001, before me, _____________________________, a Notary
Public in and for said County and State, personally appeared ________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be _______________________________ whose name is subscribed to the within
instrument as a person authorized to act on behalf of the corporation that
executed the written instrument, and acknowledged to me that such corporation
executed the same.
WITNESS my hand and official seal.
______________________________
Signature
[SEAL]
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[Signature Page to Deed of Reconveyance and Termination of Lease]
Dated: _____________, ______ LESSEE:
SIPEX CORPORATION, a Massachusetts
corporation
By: _______________________________
Name: _________________________
Its: ____________________
STATE OF ___________________ )
) ss
COUNTY OF __________________ )
On ________________, 2001, before me, _____________________________, a Notary
Public in and for said County and State, personally appeared _________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be _______________________________ whose name is subscribed to the within
instrument as a person authorized to act on behalf of the corporation that
executed the written instrument, and acknowledged to me that such corporation
executed the same.
WITNESS my hand and official seal.
______________________________
Signature
[SEAL]
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[Signature Page to Deed of Reconveyance and Termination of Lease]
Dated: _____________, ______ ASSIGNEE:
UBS AG, STAMFORD BRANCH (as
successor to Union Bank of
Switzerland, acting through its New
York Branch)
By: _______________________________
Name: _________________________
Its: ____________________
STATE OF ___________________ )
) ss
COUNTY OF __________________ )
On ________________, 2001, before me, _____________________________, a Notary
Public in and for said County and State, personally appeared ________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be _______________________________ whose name is subscribed to the within
instrument as a person authorized to act on behalf of the corporation that
executed the written instrument, and acknowledged to me that such corporation
executed the same.
WITNESS my hand and official seal.
______________________________
Signature
[SEAL]
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EXHIBIT A
LEGAL DESCRIPTION
REAL PROPERTY in the City of Milpitas, County of Santa Xxxxx, State of
California, described as follows:
PARCEL ONE:
Parcel 2, as shown on that certain Map entitled, "Parcel Map being a portion of
Parcel 3, as shown upon that certain Parcel Map recorded in Book 493 of Maps
page(s) 19 and 20, Records of Santa Xxxxx County," which Map was filed for
record in the office of the Recorder of the County of Santa Xxxxx, State of
California on May 24, 1989 in Book 586, at pages 37 and 38.
PARCEL TWO:
An easement for the purpose of ingress and egress, said easement being more
particularly described as follows:
Being a portion of Parcel 3 as shown upon that certain Parcel Map, recorded in
Book 493 of maps, at page 19 and 20, Records of Santa Xxxxx County, being more
particularly described as follows:
Commencing at a point on the Northeasterly boundary line of said Parcel 3, said
point being the Southerly terminus of the course shown as "R=75 angel =
124(degrees) 50' 34" L=163.42" on said map.
Thence, from said point of commencement, along said Northeasterly boundary line
of said Parcel 3, from a tangent bearing of N. 41(degrees) 25' 04" W., along a
curve to the right, having a radius of 75.00 feet, through a central angle of
17(degrees) 25' 24", for an arc length of 22.81 feet; thence leaving said
Northeasterly line N. 23(degrees) 59' 40" W. 75.00 feet; thence S. 66(degrees)
00' 20" W., 21.77 feet; thence N. 23(degrees) 59' 40" W., 214.85 feet to the
true point of beginning; thence from said true point of beginning S. 66(degrees)
00' 20" W., 116.50 feet; thence N. 23(degrees) 59' 40" W., 12.50 feet; thence N.
66(degrees) 00' 20" E. 116.50 feet; thence, S. 23(degrees) 59' 40" E., 12.50
feet to the true point of beginning.
PARCEL THREE:
An easement for the purpose of a Private Sanitary Sewer and Private Storm
Drainage, said easement being more particularly described as follows:
Being a portion of Parcel 3 as shown upon that certain Parcel Map recorded in
Book 493 of Maps, at pages 19 and 20, Records of Santa Xxxxx County, being more
particularly described as follows:
Commencing at a point in a Northeasterly boundary line of said Parcel 3 said
point being the Southerly terminus of the course shown as "R=75, angle =
124(degrees) 50' 34", L=163.42" on said Map.
(LEGAL DESCRIPTION CONTINUED NEXT PAGE)
Page 1 of 3
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LEGAL DESCRIPTION: (Continued)
PARCEL THREE: (Continued)
Thence from said point of commencement, along said Northeasterly boundary line
of said Parcel 3, from a tangent bearing on N. 41(degrees) 25' 04" W., along a
curve to the right, having a radius of 75.00 feet, through a central angle of
17(degrees) 25' 24", for an arc length of 22.81 feet; thence, leaving said
Northwesterly line N. 23(degrees) 59' 40" W., 40.00 feet to a point in the line
designated as "10' PSUE & PE" on said Map said point being the true point of
beginning; thence, from said true point of beginning, N. 23(degrees) 59' 40" W.
35.000 feet; thence, N. 66(degrees) 00' 20" E., 35.00 feet to a point in said
line designated as "10' PSUE and PE"; thence, along said line, from a tangent
bearing of S. 37(degrees) 65' 59" W., along a curve to the left, having a radius
of 85.00 feet, through a central angle of 33(degrees) 51' 18", for an arc length
of 50.22 feet to the true point of beginning.
PARCEL FOUR:
An easement for the purpose of Private Storm Drainage, said easement being more
particularly described as follows:
Being a portion of Parcel 3 as shown upon that certain Parcel Map recorded in
Book 493 of Maps, at pages 19 and 20, Records of Santa Xxxxx County, being more
particularly described as follows:
Being a strip of land uniform width of 10.00 feet, measured at right angles, the
center line of which is described as follows:
Commencing at a point in a Northeasterly boundary line of said Parcel 3 said
point being the Southerly terminus of the course shown as "R = 75, angle
124(degrees) 50' 34", L = 163.42" on said Map.
Thence, from said point of commencement, along said Northeasterly boundary line
of said Parcel 3, from a tangent bearing of N. 41(degrees) 25' 04" W., along a
curve to the right, having a radius of 75.00 feet, through a central angle of
17(degrees) 25' 24", for an arc length of 22.81 feet; thence, leaving said
Northwesterly line N. 23(degrees) 59' 40" W., 75.00 feet; thence, S. 66(degrees)
00' 20" W. 21.77 feet; thence N. 23(degrees) 59' 40" W., 227.35 feet; thence, S.
66(degrees) 00' 20" W., 116.50 feet; thence, N. 23(degrees) 59' 40" W., 36.25
feet to the true point of beginning; thence, from said true point of beginning
S. 54(degrees) 14' 14" W., 6.13 feet; thence. S. 72(degrees) 32' 10" W., 231.88
feet; thence, S. 11(degrees) 55' 04" E. 151.16 feet to a point in a line
parallel with and 6.00 feet Northeasterly, measured at right angles, from the
Southwesterly line of said parcel 3; thence, along said parallel S. 23(degrees)
59' 40" E. 447.50 feet to the intersection thereof with the adjusted lot line
per City of Milpitas, Resolution N. 5318, dated July 15, 1986; said point being
the terminal point of herein described center line.
PARCEL FIVE:
As easement for the purpose of Private Sanitary Sewer and Private Storm
Drainage, said easement being more particularly described as follows:
Being a portion of Parcels 2 and 3 as shown upon that certain parcel Map,
recorded in Book 493 of Maps at pages 19 and 20, Records of Santa Xxxxx County,
being more particularly described as follows:
(LEGAL DESCRIPTION CONTINUED ON NEXT PAGE)
Page 2 of 3
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LEGAL DESCRIPTION: (Continued)
PARCEL FIVE:
Continued
Commencing at the most Southerly corner of said Parcel 3; thence from said Point
of Commencement, along the Southwesterly boundary line of said Parcel 2, S.
23(degrees) 59' 40" E. 10.00 feet to the True Point of Beginning; thence, from
said True Point of Beginning, leaving said line, at right angles, parallel with
the Southeasterly boundary line of said Parcel 3, N. 66(degrees) 00' 20" E.,
20.00 feet; thence, at right angles parallel with the aforementioned
Southwesterly boundary line, N. 23(degrees) 59' 40" W., 42.50 feet; thence, at
right angles parallel with the aforementioned Southeasterly boundary line, S.
66(degrees) 00' 20" W., 20.00 feet to a point in the Southwesterly boundary of
said Parcel 3; thence along said Southwesterly boundary line of said Parcel 3
and Parcel 2 at right angles, S. 23(degrees) 59' 40" E., 42.50 feet to the True
Point of Beginning.
APN: 000-00-000
ARB: 86-28-13.03.06
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