601Property

601Property. As defined in Section 1.4 37 3. "Additional Amount" as defined in Section 14.1.3 4. "Agreement" as defined in the first paragraph 5. "Assignment" as defined in Section 2.3 6. "Baker Hamilton" as defined in Section 1.4 7. "Bill of Sale" as defined in Section 9.1.2 8. "Buyer" as defined in the first paragraph 9. "Buyer's Broker" as defined in Section 15 10. "Buyer's Reports" as... defined in Section 7.5 11. "Buyer's Representatives" as defined in Section 7.4 12. "Buyer's Title Policy" as defined in Section 4.2 13. "Casualty" as defined in Section 14.1 14. "Claims" as defined in Section 13.1 15. "Closing" as defined in Section 6.1 16. "Closing Date" as defined in Section 6.1 17. "Deed" as defined in Section 9.1.1 18. "Deposit" as defined in Section 3.2 19. "Due Diligence Materials" as defined in Section 7.2 20. "Effective Date" as defined in the first paragraph 21. "Escrow" as defined in Section 5.1 22. "Estoppel Certificate(s)" as defined in Section 7.7 23. "Exercise Notice" as defined in Section 1.4 24. "Expiration Date" as defined in Section 7.1 25. "First Offer Notice" as defined in Section 1.2 26. "Improvements" as defined in Section 2.1.2 38 27. "Insured Casualty" as defined in Section 14.1.1 28. "Insured Casualty Threshold Amount" as defined in Section 14.1.1 29. "King Street Property" as defined in Section 1.4 30. "King Street Agreement" as defined in Section 1.4 31. "Land" as defined in Section 2.1.1 32. "Leases" as defined in Section 2.3 33. "Lender" as defined in Section 8.1.5 34. "Maximum" as defined in Section 17.4 35. "Omnicom" as defined in Section 8.1.6 36. "Operating Costs" as defined in Section 10.1.3 37. "Option" as defined in Section 1.1 38. "Option Payment" as defined in Section 1.2 39. "Permitted Exceptions" as defined in Section 4.3 40. "Personal Property" as defined in Section 2.1.3 41. "Property" as defined in Section 2.1 42. "Purchase Price" as defined in Section 3 43. "Real Property" as defined in Section 2.2 44. "Restoration Costs" as defined in Section 14.1.1 45. "Seller" as defined in the first paragraph 46. "Service Contracts" as defined in Section 2.3 47. "Subsequent Title Defects Notice" as defined in Section 7.3.3 48. "Survey" as defined in Section 7.3.1 49. "Tenant Notification Letter", as defined in Section 9.3 50. "Tenants" as defined in Section 2.3 39 51. "Term" as defined in Section 1.3 52. "Title Company" as defined in Section 5.1 53. "Title Notice" as defined in Section 7.3.2 54. "Title Report" as defined in Section 7.3.1 55. "Uninsured Casualty Threshold Amount" as defined in Section 14.1.2 SIGNATURE PAGE FOLLOWS: 40 IN WITNESS WHEREOF, the parties hereto have caused this Option Agreement to be duly executed and delivered as of the day and year first above written. SELLER: BUYER: TOWNSEND 625, LLC, MACROMEDIA, INC., a California limited liability company a Delaware corporation By: /s/ Ronaldo Cianciarulo By: /s/ James L. Morgensen --------------------------------------- -------------------------- Ronaldo Cianciarulo, Name: James L. Morgensen Its President Its: Vice President 41 LIST OF EXHIBITS 625 Townsend Street, San Francisco, California Exhibit 1.4 - Form of Exercise Notice Exhibit 2.1.1 - Legal Description of Land Exhibit 2.1.3 - Schedule of Tangible Personal Property Exhibit 2.3(i) - Schedule of Leases Exhibit 2.3(ii) - Schedule of Service Contracts Exhibit 7.7 - Form of Estoppel Certificate Exhibit 9.1.1 - Form of Grant Deed Exhibit 9.1.2 - Form of Bill of Sale Exhibit 9.1.3 - Form of Assignment and Assumption Agreement Exhibit 9.3 - Form of Tenant Notification Letter Exhibit 14.1.4 - Arbitration of Disputes Relating to Estimated Restoration Costs LIST OF SCHEDULES Schedule 12.2.4 - Description of Litigation Schedule 12.2.5 - Description of Violations Schedule 12.2.8 - Description of Lease Issues Schedule 12.2.9 - Description of Commission Issues Schedule 12.2.10 - Description of Issues Relating to Developmental Requirements EXHIBIT 1.4 FORM OF EXERCISE NOTICE [date] Townsend 625, LLC 601 Townsend Street, Suite 107 San Francisco, CA 94103 Attention: Ronaldo Cianciarulo Re: 625 Townsend Street Option Agreement ("Agreement") dated July ____, 2003, by and between Townsend 625, LLC, ("Seller") and Macromedia, Inc. ("Buyer") Gentlemen: With reference to the above Agreement and specifically with reference to Section 1.4 of the above Agreement, please consider this letter notice of Buyer's unequivocal exercise of the Option as described in the Agreement. This letter constitutes the "Exercise Notice" as defined in the Agreement. Very truly yours, cc: Walter F. Merkle EXHIBIT 2.1.1 LEGAL DESCRIPTION OF LAND Real property in the City of San Francisco, County of San Francisco, State of California, described as follows: Lot 8, as shown on that certain map entitled, "Parcel Map being a Merger and Resubdivision of Lots 4, 5 & 6 as they are shown on that map filed in Book 41 of Parcel Maps, at page 18, Records of the City and County of San Francisco, also being a subdivision of Lots 4, 5 & 6 of Assessor's Block 3799, San Francisco, California", which map was filed for record in the Office of the Recorder of the City and County of San Francisco, State of California, on July 14, 2000, in Book 44 of Parcel Maps, at pages 124 and 125. Excepting therefrom: "All minerals and mineral rights, interests and royalties, including without limiting the generality thereof, oil, gas and other hydrocarbon substances, as well as metallic or other solid minerals, in and under said property; however, grantor or its successors and assigns, shall not have the right for any purpose whatsoever to enter upon, into or through the surface of said property in connection therewith", as reserved in the deed executed by Southern Pacific Transportation Company, as Grantor, recorded May 12, 1989, in book 2869 of Official Records, page 1405. Assessor's: Lot: 8 Block: 3799 PARCEL II: EASEMENTS for parking, pedestrian and vehicular Ingress and egress and utilities, as provided in that certain "PARKING EASEMENT AGREEMENT" executed by and between BAKER HAMILTON PROPERTIES, LLC, a California limited liability company, and TOWNSEND 625, LLC, a California limited liability company, dated August 17th, 2000 and recorded August 24th, 2000 in Official Records under Recorder's Serial Number 2000-G819993-00, over, across, through, and under portions of the following described parcel, as said portions are more particularly described therein. Lot 9, as shown on that certain map entitled, "Parcel Map being a Merger and Resubdivision of Lots 4, 5 & 6 as they are shown on that map filed in Book 41 of Parcel Maps, at page 18, Records of the City and County of San Francisco, also being a subdivision of Lots 4, 5 & 6 of Assessor's Block 3799, San Francisco, California", which map was filed for record in the Office of the Recorder of the City and County of San Francisco, State of California, on July 14, 2000, in Book 44 of Parcel Maps, at pages 124 and 125. EXHIBIT 2.1.3 SCHEDULE OF TANGIBLE PERSONAL PROPERTY NONE EXHIBIT 2.3(i) SCHEDULE OF LEASES NONE EXHIBIT 2.3(ii) SCHEDULE OF SERVICE CONTRACTS 1. Agreement with Diversified Fire Protection for providing fire alarm monitoring services and testing services. EXHIBIT 7.7 FORM OF ESTOPPEL CERTIFICATE ____________________________________("Tenant") hereby certifies for the benefit of Macromedia, Inc., a Delaware corporation ("Buyer"), with respect to those certain Premises (as defined below) located in San Francisco, California, that all of the following statements are true, except as may be indicated to the contrary herein by Tenant: 1. Tenant has accepted, and is in possession of, the premises ("Premises") located at _______________________________ ("Property"), consisting of approximately _____________ square feet under the terms of that certain lease ("Original Lease") dated _____________________________, executed by Townsend 625, LLC, a California limited liability company ("Landlord") and the undersigned. The only amendments to said Lease are the following (list by date; if none, please state "none"): _________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ The Original Lease as so amended is referred to herein as the "Lease". The Lease is in full force and effect and constitutes the entire agreement between Landlord and Tenant with respect to the Premises or Property. There are no other agreements, options or rights with respect to the Premises or Property in favor of Tenant or any affiliate of Tenant. The current monthly installment of base rent required to be paid under the Lease is $__________________ and has been paid through ________ 2003 and no rent has been paid for more than thirty (30) days in advance of its due date. Tenant is not in a period of free rent, rental credit, rental concession, rental abatement or other benefit granted to Tenant and is not due any free rent, rental credit, rental concession, rental abatement or other benefit granted to Tenant during the remaining term of the Lease, except as set forth in the Lease. Tenant asserts no claim of default, right of offset, or defense against the payment of rents or other amounts payable under the Lease. Tenant is current in the payment of such real property taxes, including without limitation, special assessments and other local taxes, operating expenses, common area maintenance payments and all other expenses required to be paid in full or in part by Tenant. View More