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EXHIBIT 10.15
Loan No. 1440
HAZARDOUS MATERIALS INDEMNITY AGREEMENT
(UNSECURED)
THIS HAZARDOUS MATERIALS INDEMNITY AGREEMENT (Unsecured) ("Indemnity") is given
December __, 2000 by COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a
Delaware corporation ("Indemnitor") to ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
("Lender"), on the basis of the following facts and understandings:
A. Pursuant to the terms of a loan agreement ("Loan Agreement") between
Indemnitor, as borrower, and Lender, of even date herewith, Lender is making
a loan to Indemnitor in the principal amount of EIGHTEEN MILLION AND
NO/100THS Dollars ($18,000,000.00) ("Loan"). The Loan is evidenced by a
promissory note ("Note") executed by Indemnitor in favor of Lender, in the
principal amount of the Loan, and is further evidenced by the documents
described in the Loan Agreement as the "Loan Documents". The Note is secured
by, among other things, a deed of trust ("Deed of Trust"), executed by
Indemnitor, as trustor, to American Securities Company, as trustee, in favor
of Lender, as beneficiary. The Deed of Trust encumbers the real property and
any and all improvements thereon described on Exhibit A attached hereto and
incorporated herein by this reference ("Property").
B. Indemnitor has a direct financial interest in the Property and will benefit
from Lender making the Loan.
C. Lender is willing to make the Loan only on the condition, among others, that
Indemnitor defend, indemnify and hold harmless Lender from and against any
and all claims, loss, damage, cost, expense or liability arising out of the
presence of Hazardous Materials (as defined in the Loan Agreement) on the
Property, to the extent provided herein.
D. Since the presence of Hazardous Materials on the Property may reduce the
value of the Property to an extent that is unforeseeable and indeterminable
and may, in fact, cause the value of the Property to be substantially less
than the claims against Lender or the liabilities associated with ownership
of such Property, Lender also is willing to make the Loan only on the
condition that this Indemnity be and remain an unsecured personal obligation
of Indemnitor to the extent provided herein.
E. This Indemnity is not one of the "Loan Documents" as defined in the Loan
Agreement.
NOW, THEREFORE, in consideration of Lender contemporaneously herewith making the
Loan, and for other good, valuable and adequate consideration, receipt of which
is hereby acknowledged, Indemnitor agrees as follows:
1. INDEMNITY. INDEMNITOR HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
LENDER, ANY CORPORATION CONTROLLED BY LENDER, AND EACH OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (INCLUDING,
WITHOUT LIMITATION, ANY PARTICIPANTS IN THE LOAN) FROM AND AGAINST ANY AND
ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS
AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES
AND EXPENSES) (COLLECTIVELY, "DAMAGES") WHICH LENDER MAY INCUR AS A DIRECT
OR INDIRECT CONSEQUENCE OF: THE USE, GENERATION, MANUFACTURE, STORAGE,
TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, TRANSPORTATION
OR PRESENCE OF ANY HAZARDOUS MATERIALS, WHICH ARE FOUND IN, ON, UNDER OR
ABOUT THE PROPERTY, INCLUDING, WITHOUT LIMITATION EXCEPT AS OTHERWISE
PROVIDED HEREIN: (i) THE COSTS, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY
REPAIR, CLEANUP OR DETOXIFICATION OF THE PROPERTY WHICH IS REQUIRED BY ANY
GOVERNMENTAL ENTITY; AND (ii) ANY THIRD PARTY TORT CLAIMS OR GOVERNMENTAL
CLAIMS, FINES OR PENALTIES ARISING FROM THE USE, GENERATION, MANUFACTURE,
STORAGE, TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL,
TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS, WHICH ARE FOUND IN,
ON, UNDER OR ABOUT THE PROPERTY. THE INDEMNITY SHALL NOT APPLY TO ANY
DAMAGES CAUSED BY OR CONTRIBUTED TO BY ANY INDEMNITEE, ANY CORPORATION
CONTROLLED BY ANY INDEMNITEE, OR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, INCLUDING, WITHOUT
LIMITATION, ANY DAMAGES ARISING FROM THE STATUS OF ANY SUCH ENTITY AS A
RESPONSIBLE OR A POTENTIALLY RESPONSIBLE PARTY WITH RESPECT TO THE USE,
GENERATION, MANUFACTURE,
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Loan No. 1440
STORAGE, TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL,
TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS, WHICH ARE FOUND IN,
ON, UNDER OR ABOUT THE PROPERTY. THIS INDEMNITY SHALL NOT APPLY TO THE
EXTENT THAT ANY HAZARDOUS MATERIALS HAVE BEEN INTRODUCED AT OR ABOUT THE
PROPERTY AFTER ANY JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED OF
TRUST, OR TRANSFER OF THE PROPERTY IN LIEU THEREOF, EXCEPT TO THE EXTENT
CONTRIBUTED TO BY INDEMNITOR OR ITS AFFILIATES, OR TO THE EXTENT THAT ANY
PREEXISTING PRESENCE OF HAZARDOUS MATERIALS IS AGGRAVATED OR EXACERBATED
AFTER ANY JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED OF TRUST, OR
TRANSFER OF THE PROPERTY IN LIEU THEREOF, EXCEPT TO THE EXTENT CONTRIBUTED
TO BY INDEMNITOR OR ITS AFFILIATES.
2. INTENTIONALLY OMITTED.
3. TERM. The term of the indemnity provided for herein will commence on the
date hereof and continue until such time as no legal action can be
successfully brought against Lender due to applicable statutes of
limitation. WITHOUT IN ANY WAY LIMITING THE ABOVE, IT IS EXPRESSLY
UNDERSTOOD THAT INDEMNITOR'S DUTY TO INDEMNIFY LENDER SHALL SURVIVE: (a) ANY
JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED OF TRUST, OR TRANSFER OF
THE PROPERTY IN LIEU THEREOF; (b) THE RELEASE AND RECONVEYANCE OR
CANCELLATION OF THE DEED OF TRUST; AND (c) THE SATISFACTION OF ALL OF
INDEMNITOR'S OBLIGATIONS UNDER THE LOAN DOCUMENTS.
4. INDEPENDENT AND UNSECURED OBLIGATIONS. Indemnitor acknowledges that,
notwithstanding any other provision of this Indemnity or any of the Loan
Documents to the contrary (including, without limitation, any non-recourse
provision under the Loan Documents) the obligations of Indemnitor under this
Indemnity are personal obligations of Indemnitor which are not secured by
the Deed of Trust or any other security instrument. In this regard, Lender's
appraisal of the value of the Property is such that Lender is not willing to
accept the consequences, under California's "One Form of Action" Rule (i.e.,
Section 726 of the Code of Civil Procedure) and "Anti-Deficiency Rules"
(i.e., Sections 580a, 580b and 580d of the Code of Civil Procedure) of
inclusion of this Indemnity among the obligations secured by the Deed of
Trust. Indemnitor acknowledges that Lender is unwilling to accept such
consequences and that Lender would not make the Loan but for the personal
unsecured liability undertaken by Indemnitor.
5. SETTLEMENTS; CLAIMS; JUDGMENTS. Indemnitor shall not, without the prior
written consent of Lender: (a) settle or compromise any action, suit,
proceeding, or claim in which Lender is named as a party or consent to the
entry of any judgment in such a matter that does not include as an
unconditional term thereof the delivery by the claimant or plaintiff to
Lender of a written release of Lender (in form, scope and substance
reasonably satisfactory to Lender) from all liability in respect of such
action, suit, or proceeding; or (b) settle or compromise any action, suit,
proceeding, or claim in which Lender is named as a party in any manner that
may materially and adversely affect Lender as reasonably determined by
Lender.
6. INTEREST. Indemnitor shall pay Lender, within five (5) days of demand,
interest, at the rate applicable to the principal balance of the Note as
specified therein on any sums Lender is obligated to pay and does pay in
respect to the matters to which this Indemnity is given, within five (5)
days of Lender's demand.
7. RIGHTS NOT EXCLUSIVE. The rights of Lender under this Indemnity shall be in
addition to any other rights and remedies of Lender against Indemnitor under
any other document or instrument now or hereafter executed by Indemnitor, or
at law or in equity (including, without limitation, any right of
reimbursement or contribution pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et
seq., as heretofore or hereafter amended from time to time).
8. RIGHTS OF LENDER. Indemnitor authorizes Lender, without giving notice to
Indemnitor or obtaining Indemnitor's consent and without affecting the
liability of Indemnitor, from time to time to: (a) to renew or extend all or
any portion of Indemnitor's obligations under the Note or any of the other
Loan Documents; (b) to make nonmaterial changes in the dates specified for
payments of any item payable in periodic installments under the Note or any
of the other Loan Documents; (c) take and hold security from others for the
performance of Indemnitor's obligations
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Loan No. 1440
under the Note or the other Loan Documents and exchange, enforce, waive and
release any such security; (d) apply such security and direct the order or
manner of sale thereof as Lender in its discretion may determine; (e)
release, substitute or add any one or more endorsers of the Note or
guarantors of Indemnitor's obligations under the Note or the other Loan
Documents; (f) apply payments received by Lender from Indemnitor to any
obligations of Indemnitor to Lender, in such order as Lender shall determine
in its sole discretion, whether or not any such obligations are covered by
this Indemnity; and (g) sell, assign or grant participations, rights or
benefits under this Indemnity solely to parties who are assigned shares or
interests in the Loan; provided, however, that Lender may not assign this
Indemnity to any entity that is responsible or potentially responsible with
respect to Hazardous Materials at or about the Property.
9. INDEMNITOR'S WAIVERS. Indemnitor waives: (a) any defense based upon any
legal disability to enter into the Loan or other defense of Indemnitor; (b)
any defense based on any lack of authority of the officers, directors,
partners or agents acting or purporting to act on behalf of Indemnitor or
any principal of Indemnitor, or any defect in the formation of Indemnitor or
any principal of Indemnitor; (c) any defense based upon the application of
the proceeds of the Loan by Indemnitor for purposes other than the purposes
represented by Indemnitor to Lender or intended or understood by Lender or
Indemnitor; (d) any and all rights and defenses arising out of an election
of remedies by Lender, even though that election of remedies, such as a
nonjudicial foreclosure with respect to security for a guaranteed
obligation, has destroyed Indemnitor's rights of subrogation and
reimbursement against the principal by the operation of Section 580d of the
California Code of Civil Procedure or otherwise; (e) any defense based upon
Lender's failure to disclose to Indemnitor any information concerning
Indemnitor's financial condition or any other circumstances bearing on
Indemnitor's ability to perform its obligations under the Note or any of the
Loan Documents; (f) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount
nor in any other respects more burdensome than that of a principal; (g) any
defense based upon Lender's election, in any proceeding instituted under the
Federal Bankruptcy Code, of the application of Section 1111(b) (2) of the
Federal Bankruptcy Code or any successor statute; (h) any defense based upon
any borrowing or any grant of a security interest under Section 364 of the
Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce
any remedy which Lender may have against Indemnitor and any right to
participate in, or benefit from, any security for the Note or the other Loan
Documents now or hereafter held by Lender; and (j) presentment, demand,
protest and notice of any kind.
10. LOAN SALES AND PARTICIPATIONS; DISCLOSURE OF INFORMATION. Subject to the
limitations provided in Section 8(g) of this Indemnity, Indemnitor agrees
that Lender may elect, at any time, to sell, assign or grant participations
in all or any portion of its rights and obligations under the Loan Documents
and this Indemnity, and that any such sale, assignment or participation may
be to one or more financial institutions, private investors, and/or other
entities, at Lender's sole discretion. No such sale, assignment or granting
of participation shall in any way expand or increase Indemnitor's liability
under this Indemnity. Indemnitor further agrees that Lender may disseminate
to any such actual or potential purchaser(s), assignee(s) or participant(s)
all documents and information (including, without limitation, all financial
information) which has been or is hereafter provided to or known to Lender
with respect to: (a) the Property and its operation; (b) any party connected
with the Loan (including, without limitation, the Indemnitor, any partner of
Indemnitor, any constituent partner of Indemnitor, any guarantor and any
non-borrower trustor); and/or (c) any lending relationship other than the
Loan which Lender may have with any party connected with the Loan. In the
event of any such sale, assignment or participation, Lender and the parties
to such transaction shall share in the rights and obligations of Lender as
set forth in the Loan Documents only as and to the extent they agree among
themselves. In connection with any such sale, assignment or participation,
Indemnitor further agrees that this Indemnity shall be sufficient evidence
of the obligations of Indemnitor to each purchaser, assignee, or
participant, and upon written request by Lender, Indemnitor shall consent to
such amendments or modifications to the Loan Documents as may be reasonably
required in order to evidence any such sale, assignment or participation.
11. ATTORNEYS' FEES. If a dispute arises under this Indemnity, the prevailing
party to such dispute shall be entitled to recover the amount of all
attorneys' fees and expenses and all costs incurred in connection therewith,
together with interest thereon from the date of demand therefor until paid
at the rate of interest applicable to the principal balance of the Note as
specified therein.
12. ENFORCEABILITY. Indemnitor hereby acknowledges that: (a) the obligations
undertaken by Indemnitor in this Indemnity are complex in nature, and (b)
numerous possible defenses to the enforceability of these obligations may
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presently exist and/or may arise hereafter, and (c) as part of Lender's
consideration for entering into this transaction, Lender has specifically
bargained for the waiver and relinquishment by Indemnitor of all such
defenses, and (d) Indemnitor has had the opportunity to seek and receive
legal advice from skilled legal counsel in the area of financial
transactions of the type contemplated herein. Given all of the above,
Indemnitor does hereby represent and confirm to Lender that Indemnitor is
fully informed regarding, and that Indemnitor does thoroughly understand:
(i) the nature of all such possible defenses, and (ii) the circumstances
under which such defenses may arise, and (iii) the benefits which such
defenses might confer upon Indemnitor, and (iv) the legal consequences to
Indemnitor of waiving such defenses. Indemnitor acknowledges that Indemnitor
makes this Indemnity with the intent that this Indemnity and all of the
informed waivers herein shall each and all be fully enforceable by Lender,
and that Lender is induced to enter into this transaction in material
reliance upon the presumed full enforceability thereof.
13. ENTIRE AGREEMENT. This Indemnity contains the entire understanding between
the parties relating to the transactions contemplated hereby and all
statements, oral or written, are merged herein. No modification, waiver,
amendment, discharge or change of this Indemnity shall be valid unless the
same is in writing and signed by the party against which the enforcement of
such modification, waiver or amendment, discharge or change is or may be
sought.
14. SUCCESSORS AND ASSIGNS. All terms of this Indemnity shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto and
their respective legal representatives, successors and assigns.
15. GOVERNING LAW. This Indemnity shall be governed by, and construed in
accordance with, the laws of the State of California, except to the extent
preempted by federal laws.
16. MISCELLANEOUS. The liability of all persons and entities who are in any
manner obligated hereunder to Lender as an Indemnitor shall be joint and
several. If any provision of this Indemnity shall be determined by a court
of competent jurisdiction to be invalid, illegal or unenforceable, that
portion shall be deemed severed from this Indemnity and the remaining parts
shall remain in full force as though the invalid, illegal or unenforceable
portion had never been part of this Indemnity.
17. ARBITRATION.
17.1 ARBITRATION. Upon the demand of any party, any dispute shall be
resolved by binding arbitration (except as set forth in Paragraphs
17.5 and 17.6 below) in accordance with the terms of this Agreement. A
"Dispute" shall mean any action, dispute, claim or controversy of any
kind, whether in contract or tort, statutory or common law, legal or
equitable, now existing or hereafter arising under or in connection
with, or in any way pertaining to, this Agreement and each other
document, contract and instrument required hereby or now or hereafter
delivered to Lender in connection herewith, or any past, present or
future extensions of credit and other activities, transactions or
obligations of any kind related directly or indirectly to any of the
foregoing documents, including without limitation, any of the
foregoing arising in connection with the exercise of any self-help,
ancillary or other remedies pursuant to any of the foregoing
documents. Any party may by summary proceedings bring an action in
court to compel arbitration of a Dispute. Any party who fails or
refuses to submit to arbitration following a lawful demand by any
other party shall bear all costs and expenses incurred by such other
party in compelling arbitration of any Dispute.
17.2 GOVERNING RULES. Arbitration proceedings shall be administered by the
American Arbitration Association ("AAA") or such other administrator
as the parties shall mutually agree upon in accordance with the AAA
Commercial Arbitration Rules. All Disputes submitted to arbitration
shall be resolved in accordance with the Federal Arbitration Act
(Title 9 of the United States Code), notwithstanding any conflicting
choice of law provision in any of the foregoing documents. The
arbitration shall be conducted at a location in California selected by
the AAA or other administrator. If there is any inconsistency between
the terms hereof and any such rules, the terms and procedures set
forth herein shall control. All statutes of limitation applicable to
any Dispute shall apply to any arbitration proceeding. All discovery
activities shall be expressly limited to matters directly relevant to
the Dispute being arbitrated. Judgment upon any award rendered in an
arbitration may be entered in any court having jurisdiction; provided
however, that nothing contained herein shall be deemed to be a waiver
by any party that is a bank of the protections afforded to it under
Section 91 of Title 12 of the United States Code or any similar
applicable state law.
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Loan No. 1440
17.3 NO WAIVER; PROVISIONAL REMEDIES, SELF-HELP AND FORECLOSURE. No
provision hereof shall limit the right of any party to exercise
self-help remedies such as setoff, foreclosure against or sale of any
real or personal property collateral or security, or to obtain
provisional or ancillary remedies, including without limitation,
injunctive relief, sequestration, attachment, garnishment or the
appointment of a receiver from a court of competent jurisdiction
before, after or during the pendency of any arbitration or other
proceeding. The exercise of any such remedy shall not waive the right
of any party to compel arbitration or reference hereunder.
17.4 ARBITRATOR QUALIFICATIONS AND POWERS; AWARDS. Arbitrators must be
active members of the California State Bar or retired judges of the
state or federal judiciary of California, with expertise in the
substantive law applicable to the subject matter of the Dispute.
Arbitrators are empowered to resolve Disputes by summary rulings in
response to motions filed prior to the final arbitration hearing.
Arbitrators (i) shall resolve all Disputes in accordance with the
substantive law of the State of California, (ii) may grant any remedy
or relief that a court of the State of California could order or grant
within the scope hereof and such ancillary relief as is necessary to
make effective any award, and (iii) shall have the power to award
recovery of all costs and fees, to impose sanctions and to take such
other actions as they deem necessary to the same extent a judge could
pursuant to the Federal Rules of Civil Procedure, the California Rules
of Civil Procedure or other applicable law. Any Dispute in which the
amount in controversy is $5,000,000 or less shall be decided by a
single arbitrator who shall not render an award of greater than
$5,000,000 (including damages, costs, fees and expenses). By
submission to a single arbitrator, each party expressly waives any
right or claim to recover more than $5,000,000. Any Dispute in which
the amount in controversy exceeds $5,000,000 shall be decided by
majority vote of a panel of three arbitrators; provided however, that
all three arbitrators must actively participate in all hearings and
deliberations.
17.5 JUDICIAL REVIEW. Notwithstanding anything herein to the contrary, in
any arbitration in which the amount in controversy exceeds
$25,000,000, the arbitrators shall be required to make specific,
written findings of fact and conclusions of law. In such arbitrations
(i) the arbitrators shall not have the power to make any award which
is not supported by substantial evidence or which is based on legal
error, (ii) an award shall not be binding upon the parties unless the
findings of fact are supported by substantial evidence and the
conclusions of law are not erroneous under the substantive law of the
State of California, and (iii) the parties shall have in addition to
the grounds referred to in the Federal Arbitration Act for vacating,
modifying or correcting an award the right to judicial review of (1)
whether the findings of fact rendered by the arbitrators are supported
by substantial evidence, and (2) whether the conclusions of law are
erroneous under the substantive law of the State of California.
Judgment confirming an award in such a proceeding may be entered only
if a court determines the award is supported by substantial evidence
and not based on legal error under the substantive law of the State of
California.
17.6 REAL PROPERTY COLLATERAL; JUDICIAL REFERENCE. Notwithstanding anything
herein to the contrary, no Dispute shall be submitted to arbitration
if the Dispute concerns indebtedness secured directly or indirectly,
in whole or in part, by any real property unless (i) the holder of the
mortgage, lien or security interest specifically elects in writing to
proceed with the arbitration, or (ii) all parties to the arbitration
waive any rights or benefits that might accrue to them by virtue of
the single action rule statute of California, thereby agreeing that
all indebtedness and obligations of the parties, and all mortgages,
liens and security interests securing such indebtedness and
obligations, shall remain fully valid and enforceable. If any such
Dispute is not submitted to arbitration, the Dispute shall be referred
to a referee in accordance with California Code of Civil Procedure
Section 638 et seq., and this general reference agreement is intended
to be specifically enforceable in accordance with said Section 638. A
referee with the qualifications required herein for arbitrators shall
be selected pursuant to the AAA's selection procedures. Judgment upon
the decision rendered by a referee shall be entered in the court in
which such proceeding was commenced in accordance with California Code
of Civil Procedure Sections 644 and 645.
17.7 MISCELLANEOUS. To the maximum extent practicable, the AAA, the
arbitrators and the parties shall take all action required to conclude
any arbitration proceeding within 180 days of the filing of the
Dispute with the AAA. No arbitrator or other party to an arbitration
proceeding may disclose the existence, content or results thereof,
except for disclosures of information by a party required in the
ordinary course of its business, by
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Loan No. 1440
applicable law or regulation, or to the extent necessary to exercise
any judicial review rights set forth herein. If more than one
agreement for arbitration by or between the parties potentially
applies to a Dispute, the arbitration provision most directly related
to the foregoing documents or the subject matter of the Dispute shall
control. This Agreement may be amended or modified only in writing
signed by Lender and Indemnitor. If any provision of this Agreement
shall be held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such
provision or any remaining provisions of this Agreement. This
arbitration provision shall survive termination, amendment or
expiration of any of the foregoing documents or any relationship
between the parties.
18. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS INDEMNITY HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR
HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED
OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY PARTY TO THIS INDEMNITY MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
IN WITNESS WHEREOF, this Indemnity has been executed as of the date first set
forth above.
"LENDER"
▇▇▇▇▇ FARGO BANK,
NATIONAL ASSOCIATION
By:
-------------------------------------
Name:
-----------------------------------
Its:
------------------------------------
"INDEMNITOR"
COMMUNICATIONS & POWER INDUSTRIES HOLDING
CORPORATION, a Delaware corporation
By:
-------------------------------------
Name:
-----------------------------------
Its:
------------------------------------
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EXHIBIT A
Loan No. 1440
DESCRIPTION OF PROPERTY
Exhibit A to Hazardous Materials Indemnity Agreement (Unsecured) executed by
COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, "Indemnitor," to ▇▇▇▇▇
FARGO BANK, NATIONAL ASSOCIATION, "Lender", dated as of December __, 2000.
The land referred to herein is situated in the County of San Mateo, State of
California, and is described as follows:
All that real property located in the City of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, all of Parcel 1 as shown on the Parcel Map recorded in
Volume 20 of Parcel Maps at page 23 in the Records of said County, described in
metes as follows:
Beginning at Northerly corner of said Parcel; thence through the following
numbered courses:
1) South 37(degree) 56' 04" East 739.82 feet to a curve to the right with a
radius of 447.00 feet
2) along said curve through a central angle of 33(degree) 54' 48" an arc
distance of 264.58 feet
3) South 04(degree) 01' 16" East 182.93 feet to a curve to the left with a
radius of 553.00 feet
4) along said curve through a central angle of 02(degree) 38' 43" an arc
distance of 25.53 feet
5) South 46(degree) 51' 36" West 476.39 feet
6) North 42(degree) 08' 24" West 1153.65 feet
7) North 47(degree) 51' 36" East 752.91 feet to the point of beginning.
A.P. No.: ▇▇▇-▇▇▇-▇▇▇ JPN 046 005 051 02 A
▇▇▇-▇▇▇-▇▇▇ 046 005 051 07 A
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