exv10w2



 





Exhibit 10.2









Loan No. 31-0900266




ASSUMPTION AGREEMENT




     This Assumption Agreement (“Agreement”) is made this 2nd day of August, 2007, by
LASALLE BANK NATIONAL ASSOCIATION, as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2001-TOP1 (“Lender”), BARBER LANE
ASSOCIATES L.P., a California limited partnership (“Borrower”), MENLO EQUITIES LLC, a
California limited liability company (“Guarantor”), IXYS BUCKEYE, LLC, a Delaware limited
liability company (“Buyer”), and IXYS CORPORATION, a Delaware corporation (“New Guarantor”).



RECITALS





	A.	 	Lender’s predecessor in interest made a loan to Borrower in the original principal
amount of Eight Million and no/100ths Dollars ($8,000,000.00) (“Loan”), under the terms
and provisions set forth in the following loan documents, all of which are dated as of
December 21, 2000, unless otherwise noted:






	 	1.	 	Promissory Note Secured By Deed of Trust (“Note”) in the original principal
amount of the Loan, made by Borrower and payable to Lender’s predecessor in
interest;
	 
	 	2.	 	Deed of Trust and Absolute Assignment of Rents and Leases and Security Agreement
(and Fixture Filing) (as assigned, as set forth below, “Security Instrument”),
executed by Borrower, as trustor, for the benefit of Lender’s predecessor in
interest, as beneficiary, which secures the Note and other obligations of Borrower
and which was recorded on January 12, 2001, as Instrument No. 0015525418, in the
Official Records of Santa Clara County, California (“Official Records”), the
beneficiary’s interest under which was assigned by instrument recorded on April 9,
2001, as Instrument No. 15629028 in the Official Records. The land, improvements and
other real property which are subject to the Security Instrument are hereinafter
referred to as the “Property” and the equipment, machinery and other personal
property which are subject to the Security Instrument are hereinafter referred to as
the “Collateral”;
	 
	 	3.	 	Limited Guaranty (“Guaranty”) executed by Guarantor;
	 
	 	4.	 	Assignment of Management Contracts executed by Borrower (“Existing Assignment of
Management Contracts”); and
	 
	 	5.	 	UCC-1 Financing Statement filed with the California Secretary of State.
	 
	 	 	 	The above documents and any other Loan Documents (as defined in the Note), including,
in each case, any prior amendments thereto, together with this Agreement are
hereinafter collectively defined as the “Loan Documents”.






	B.	 	As of July 3, 2007:






	 	1.	 	The principal balance outstanding under the Note was Seven Million Four Hundred
Seventy-Four Thousand Fifty-Six and 03/100ths Dollars ($7,474,056.03).
	 
	 	2.	 	Accrued interest on the Note has been paid through June 30, 2007.




 









 






	 	3.	 	Accrued but unpaid interest on the Note through July 2, 2007, was Three Thousand
Ninety-Five and 50/100ths Dollars ($3,095.50).
	 
	 	4.	 	The balance in the tax escrow reserve was Twenty-Four Thousand Six Hundred Sixty-Five
and 85/100ths Dollars ($24,665.85);
	 
	 	5.	 	The balance in the insurance escrow reserve was Twenty-Five Thousand Three Hundred
Sixty-Five and 64/100ths Dollars ($25,365.64);
	 
	 	6.	 	The balance in the tenant improvement and leasing commission escrow reserve was Three
Hundred Seven Thousand Three Hundred Twenty-Five and 53/100ths Dollars ($307,325.53); and
	 
	 	7.	 	The balance in the capital reserve was Fifty Thousand Seven Hundred Forty-Three and
no/100ths Dollars ($50,743.00).






	C.	 	Borrower has sold and conveyed the Property and the Collateral to Buyer, or is about to sell
and convey the Property and the Collateral to Buyer, and both parties desire to obtain from
Lender a waiver of any right Lender may have under the Loan Documents to accelerate the
Maturity Date of the Note by virtue of such conveyance.
	 
	D.	 	Subject to the terms and conditions hereof, Lender is willing to waive any right of
acceleration of the Maturity Date of the Note upon assumption by Buyer of all obligations of
Borrower under the Loan Documents.




NOW THEREFORE, FOR VALUABLE CONSIDERATION, including, without limitation, the mutual covenants and
promises contained herein, the parties agree as follows:





	 	1.	 	Incorporation. The foregoing recitals are incorporated herein by this reference.
	 
	 	2.	 	Assumption Fee. As consideration for Lender’s execution of this Agreement and
in addition to any other sums due hereunder, Buyer agrees to pay Lender or Lender’s
servicer(s) (all as set forth in the escrow instructions to be executed in connection with
the closing of this assumption) an assumption fee of Seventy-Four Thousand Seven Hundred
Forty and 56/100ths Dollars ($74,740.56), due on execution of this Agreement by Lender.
	 
	 	3.	 	Conditions Precedent. The following are conditions precedent to Lender’s
obligations under this Agreement:






	 	a.	 	The irrevocable commitment of Commonwealth Land Title Insurance Company (“Title
Company”) to issue CLTA 104.8 and CLTA 111.4 (or equivalent) endorsements to Title
Company’s Title Policy No. SFO1786 dated January 12, 2001, in each case in form and
substance acceptable to Lender and without deletions or exceptions other than as
expressly approved by Lender in writing, insuring Lender that the priority and validity
of the Security Instrument has not been and will not be impaired by this Agreement, the
conveyance of the Property, or the transaction contemplated hereby;
	 
	 	b.	 	Receipt and approval by Lender of: (i) the executed original of this Agreement;
(ii) an executed original of a Memorandum of Assumption Agreement in the form attached
hereto as Exhibit A and otherwise in form and substance acceptable to Lender
(“Memorandum of Assumption Agreement”); and (iii) any other documents and agreements
which are required pursuant to this Agreement, in form and content acceptable to
Lender;
	 
	 	c.	 	Recordation in the Official Records of the Memorandum of Assumption Agreement,
together with such other documents and agreements, if any, required pursuant to this
Agreement or which Lender has requested to be recorded or filed;
	 
	 	d.	 	Buyer’s delivery to Lender of UCC-1 Financing Statements in proper form for
filing in the appropriate jurisdictions as determined by Lender;




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	 	e.	 	Execution and delivery to Lender by New Guarantor of a limited guaranty in favor of
Lender, in the form previously delivered to New Guarantor by Lender, pursuant to which New
Guarantor irrevocably guarantees payment for certain matters under the Loan;
	 
	 	f.	 	Execution and delivery to Lender by Buyer of an assignment of management contracts in
favor of Lender, comparable to the Existing Assignment of Management Contracts and in form
and substance acceptable to Lender;
	 
	 	g.	 	Delivery to Lender of the organizational documents and evidence of good standing of
Buyer, together with such resolutions or certificates as Lender may require, in form and
content acceptable to Lender, authorizing the assumption of the Loan and executed by the
appropriate persons and/or entities on behalf of Buyer and New Guarantor;
	 
	 	h.	 	The representations and warranties contained herein are true and correct;
	 
	 	i.	 	Receipt by Lender of a copy of Buyer’s casualty insurance policy and comprehensive
liability insurance policy with respect to the Property, each in form and amount
satisfactory to Lender;
	 
	 	j.	 	Receipt by Lender of a copy of the grant deed by which title to the Property will be
conveyed to Buyer, and the purchase and sale agreement documenting the sale of the Property
to Buyer;
	 
	 	k.	 	Receipt by Lender of an executed assignment of the purchaser’s interest in the purchase
and sale agreement for the Property from the purchaser named therein to Buyer;
	 
	 	l.	 	Receipt by Lender of an executed Form W-9 for Buyer;
	 
	 	m.	 	Lender shall have received an opinion of counsel to Lender with respect to the
compliance of this Agreement, the transfer to Buyer, and the transactions referenced herein
with the provisions of the Internal Revenue Code as the same pertain to real estate
mortgage investment conduits;
	 
	 	n.	 	New Guarantor, as tenant, shall have entered into a lease with Buyer for all of the
leasable space at Property on terms approved by Lender, and for a term of no less than five
years and at an annual minimum rental rate of $13.75 per square foot ($724,668 annual rent)
on a “triple-net” basis, and Lender shall have received an executed copy thereof;
	 
	 	o.	 	Payment of the assumption fee provided for in Section 2 above;
	 
	 	p.	 	Buyer’s reimbursement to Lender of Lender’s costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby, including, without
limitation, title insurance costs, escrow and recording fees, attorneys’ fees, appraisal,
engineers’ and inspection fees and documentation costs and charges, whether such services
are furnished by Lender’s employees, agents or independent contractors.






	 	4.	 	Effective Date. The effective date of this Agreement shall be the date the Memorandum
of Assumption Agreement is recorded in the Official Records (“Effective Date”).
	 
	 	5.	 	Assumption. Buyer hereby assumes as of the Effective Date and agrees to pay when due
all sums due or to become due or owing under the Note, the Security Instrument and the other
Loan Documents and shall hereafter faithfully perform all of Borrower’s obligations under and
be bound by all of the provisions of the Loan Documents and assumes all liabilities of
Borrower under the Loan Documents as if Buyer were an original signatory thereto. The
execution of this Agreement by Buyer shall be deemed its execution of the Note, the Security
Instrument and the other Loan Documents. Lender acknowledges that, upon the Effective Date,
Lender (in reliance upon the representation contained in Section 8(a)(vi) below) shall
recognize Buyer as having acquired and succeeded to all of Borrower’s rights to the funds
deposited in




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	 	 	 	impound and/or reserve accounts held by or for the benefit of Lender pursuant to the terms of
the Loan Documents.






	 	6.	 	Partial Release of Borrower; Release of Lender. Lender hereby releases (on the
Effective Date) Borrower from liability under the Loan Documents other than this Agreement
(including, without limitation, any obligations pertaining to “; provided however, that the
parties hereby acknowledge and agree that Borrower is expressly not released from and nothing
contained herein is intended to limit, impair, terminate or revoke, any of Borrower’s
obligations with respect to the matters set forth in Section 8.2 of the Note to the extent the
same arise out of or in connection with any act or omission occurring on or before the
Effective Date (the “Retained Obligations”), and that such obligations shall continue in full
force and effect in accordance with the terms and provisions thereof and hereof. Borrower’s
obligations under the Loan Documents with respect to the Retained Obligations shall not be
discharged or reduced by any extension, amendment, renewal or modification to, the Note, the
Security Instrument or any other Loan Documents, including, without limitation, changes to the
terms of repayment thereof, modifications, extensions or renewals of repayment dates, releases
or subordinations of security in whole or in part, changes in the interest rate or advances of
additional funds by Lender in its discretion for purposes related to those set forth in the
Loan Documents. Each of Borrower, Guarantor, Buyer and New Guarantor hereby fully releases (on
the Effective Date) Lender and any servicer(s) of the Loan from any liability of any kind to
Borrower arising out of or in connection with the Loan or the Loan Documents other than this
Agreement. Each of Borrower, Guarantor, Buyer and New Guarantor after consultation with its
respective attorney, hereby expressly waives the benefits of the provisions of Section 1542 of
the California Civil Code which provides to the effect that:






“A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the release
which, if known by him or her, must have materially affected his or her
settlement with the debtor.”




	 	 	 	From time to time without first requiring performance on the part of Buyer, Lender may look to
and require performance by Borrower of all Retained Obligations. Borrower waives all
presentments, demands for performance, notices of nonperformance, protests, notices of protest
and notices of dishonor of all or any part of the indebtedness now existing or hereafter arising
under the Loan Documents.
	 
	 	7.	 	Confirmation of Guaranty; Partial Release of Guarantor. Nothing contained herein is
intended to limit, impair, terminate or revoke Guarantor’s obligations under the Guaranty to
the extent the same arise out of or in connection with any act or omission occurring on or
before the Effective Date and such obligations shall continue in full force and effect in
accordance with the terms and provisions of the Guaranty; provided, however, Lender hereby
releases Guarantor from its obligations under the Guaranty (including, without limitation, any
obligations pertaining to “to the extent the same arise out of or in connection with any act
or omission occurring after the Effective Date.
	 
	 	8.	 	Representations and Warranties.






	 	a.	 	Assignment. Borrower and Buyer each hereby represents and warrants to Lender
that, as of the Effective Date, Borrower has irrevocably and unconditionally transferred
and assigned to Buyer all of Borrower’s right, title and interest in and to:






	 	i.	 	The Property and the Collateral;
	 
	 	ii.	 	The Loan Documents;
	 
	 	iii.	 	All leases related to the Property or the Collateral;
	 
	 	iv.	 	All reciprocal easement agreements, operating agreements, and
declarations of conditions, covenants and restrictions related to the Property;




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	 	v.	 	All prepaid rents and security deposits, if any, held by Borrower in connection
with leases of any part of the Property or the Collateral; and
	 
	 	vi.	 	All funds, if any, deposited in impound and/or reserve accounts held
by or for the benefit of Lender pursuant to the terms of the Loan Documents.






	 	 	 	Borrower and Buyer each hereby further represents and warrants to Lender that no consent to the
transfer of the Property and the Collateral to Buyer is required under any agreement to which
it is a party, including, without limitation, under any lease, operating agreement, mortgage or
security instrument (other than the Loan Documents), or if such consent is required, that the
parties have obtained all such consents.
	 
	 	b.	 	No Defaults. Buyer and Borrower each hereby represents and warrants, to the best of
its respective knowledge, that no default, event of default, breach or failure of condition
has occurred, or would exist with notice or the lapse of time or both, under any of the Loan
Documents, as modified by this Agreement, and all representations and warranties herein and in
the other Loan Documents are true and correct.
	 
	 	c.	 	Loan Documents. Buyer represents and warrants to Lender that Buyer has actual
knowledge of all terms and conditions of the Loan Documents, and agrees that Lender has no
obligation or duty to provide any information to Buyer regarding the terms and conditions of
the Loan Documents. Buyer further agrees that all representations, agreements and warranties
in the Loan Documents regarding Borrower, its status, authority, financial condition and
business shall apply to Buyer as well as to Borrower, as though Buyer were the borrower
originally named in the Loan Documents. Buyer further understands and acknowledges that,
except as expressly provided herein or in another writing executed by Lender, Lender has not
waived any right of Lender or obligation of Borrower or Buyer under the Loan Documents and
Lender has not agreed to any modification of any provision of any Loan Document or to any
extension of the Loan.
	 
	 	d.	 	Financial Statements. Buyer represents and warrants to Lender that the financial
statements of Buyer, of each general partner (if Buyer is a partnership) of each member of
Buyer (if Buyer is a limited liability company) and of each New Guarantor, if any, previously
delivered by Buyer or any of such parties to Lender: (i) are materially complete and correct;
(ii) present fairly the financial condition of each of such parties; and (iii) have been
prepared in accordance with generally accepted accounting principles consistently applied or
other accounting standards approved by Lender. Buyer further represents and warrants to Lender
that, since the date of such financial statements, there has been no material adverse change
in the financial condition of any of such parties, nor have any assets or properties reflected
on such financial statements been sold, transferred, assigned, mortgaged, pledged or
encumbered except as previously disclosed in writing by Buyer to Lender and approved in
writing by Lender.
	 
	 	e.	 	Reports. Buyer represents and warrants to Lender that all reports, documents,
instruments and information delivered to Lender by Buyer in connection with Buyer’s assumption
of the Loan: (i) are correct and sufficiently complete to give Lender accurate knowledge of
their subject matter; and (ii) do not contain any misrepresentation of a material fact or
omission of a material fact which omission makes the provided information misleading.
	 
	 	f.	 	Buyer Location. Buyer’s chief executive office (or principal residence, if
applicable) is located at the following address: 3540 Bassett Street, Santa Clara, California
95954. Buyer is an organization organized solely under the laws of the State of Delaware. All
organizational documents of Buyer delivered to Lender are complete and accurate in every
respect. Buyer’s legal name is exactly as shown on page one of this Agreement. Buyer shall not
change Buyer’s name or, as applicable, Buyer’s chief executive office, Buyer’s principal
residence or the jurisdiction in which Buyer is organized, without giving Lender at least 30
days’ prior written notice.




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	 	g.	 	No Adverse Change. Buyer represents and warrants to Lender that since the date of
the financial statements for Buyer and New Guarantor submitted by Buyer in connection with
its application to assume the Loan, there has occurred no adverse change in the financial
condition of Buyer or New Guarantor.
	 
	 	h.	 	No Pledge of Equity Interests. Buyer represents and warrants to Lender that no
equity interest in Buyer or in any entity that, directly or indirectly, owns an equity
interest in Buyer has been pledged, hypothecated or otherwise encumbered as security for
any obligation, and that no portion of the capital contributed to Buyer, directly or
indirectly, in connection with Buyer’s acquisition of the Property consists of borrowed
funds.






	 	9.	 	Waiver of Restricted Account Agreement Requirement. Buyer, Borrower and Lender hereby
agree that, upon the Effective Date, Section 5 of Exhibit A of the Note shall no longer be
effective and shall be deleted in its entirety. Buyer and Lender acknowledge that neither a
Restricted Account Agreement nor a Restricted Account (as such terms are defined in Section 5
of the Note) have been implemented.
	 
	 	10.	 	Letter of Credit Provisions. Buyer, Borrower and Lender hereby agree that, upon the
Effective Date, Section 6 of Exhibit A of the Note shall no longer be effective and shall be
deleted in its entirety.
	 
	 	11.	 	Deletion of Permitted Transfers Provisions. Buyer, Borrower and Lender hereby agree
that, upon the Effective Date, Section 7 of Exhibit A of the Note shall no longer be effective
and shall be deleted in its entirety.
	 
	 	12.	 	Waiver of Key Person or Entity Requirement. Buyer, Borrower and Lender hereby agree
that, upon the Effective Date, Section 7. 1(a)(vii) of the Security Instrument shall no longer
be effective and shall be deleted in its entirety.
	 
	 	13.	 	Notice Address. Section 11 of the Note, Section 8.20 of the Security Instrument, and
any comparable notice provisions among the Loan Documents, pertaining to notice to the
borrower, shall be amended by reference to the notice address of Buyer in Section 18 below.
	 
	 	14.	 	Waiver of Acceleration. Lender hereby agrees that it shall not exercise its right to
cause all sums secured by the Security Instrument to become immediately due and payable
because of the conveyance of the Property and the Collateral from Borrower to Buyer;
provided, however, Lender reserves its right under the terms of the Security
Instrument or any other Loan Document to accelerate all principal and interest in the event of
any subsequent sale, transfer, encumbrance or other conveyance of the Property, the Collateral
or any interest in Buyer, except as permitted by the Loan Documents.
	 
	 	15.	 	Hazardous Materials; CCP Section 726.5; Section 736. Without in any way limiting any
other provision of this Agreement, Buyer reaffirms as of the Effective Date and continuing
hereafter: (a) each and every representation and warranty in the Loan Documents respecting
“Hazardous Materials”; and (b) each and every covenant and indemnity in the Loan Documents
respecting “Hazardous Materials”. In addition, Buyer and Lender agree that: (i) this Section
is intended as Lender’s written request for information (and Buyer’s response) concerning the
environmental condition of the real property security under the terms of California Code of
Civil Procedure Section 726.5; and (ii) each representation and/or covenant in this Agreement
or any other Loan Document (together with any indemnity applicable to a breach of any such
representation and/or covenant) with respect to the environmental condition of the real
property security is intended by Lender and Borrower to be an “environmental provision” for
purposes of California Code of Civil Procedure Section 736.
	 
	 	16.	 	Multiple Parties. If more than one buyer has signed this Agreement as Buyer, then all
references in this Agreement to Buyer shall mean each and all of the buyers signing this
Agreement as Buyer. The liability of all of the buyers signing this Agreement as Buyer shall
be joint and several with all others similarly liable. If more than one borrower has signed
this Agreement as Borrower, then all references in this Agreement to Borrower shall mean each
and all of the borrowers signing this Agreement as Borrower. The




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	 	 	 	liability of all of the borrowers signing this Agreement as Borrower shall be joint and several
with all others similarly liable.
	 
	 	17.	 	Confirmation of Security Interest. Nothing contained herein shall affect or be
construed to affect any lien, charge or encumbrance created by any Loan Document or the
priority of that lien, charge or encumbrance. All assignments and transfers by Borrower to
Buyer are subject to any security interest(s) held by Lender.
	 
	 	18.	 	Notices. All notices to be given to Buyer pursuant to the Loan Documents shall be addressed as
follows:




3540 Bassett Street

Santa Clara, California

95954 Attention: Uzi Sasson

Facsimile: (408) 496-6104





	 	 	 	All notices to be given to Borrower or Guarantor pursuant to the Loan documents shall be
addressed as follows:




c/o Menlo Equities LLC

490 California Avenue

4th Floor

Palo Alto, California 94306

Facsimile: (650) 326-9333





	 	19.	 	Integration; Interpretation. The Loan Documents, including this Agreement, contain or
expressly incorporate by reference the entire agreement of the parties with respect to the
matters contemplated herein and supersede all prior negotiations. The Loan Documents shall not
be modified except by written instrument executed by Lender and Buyer. Any reference in any of
the Loan Documents to the Property or the Collateral shall include all or any parts of the
Property or the Collateral.
	 
	 	20.	 	Successors and Assigns. This Agreement is binding upon and shall inure to the benefit
of the heirs, successors and assigns of the parties but subject to all prohibitions of
transfers contained in any Loan Document.
	 
	 	21.	 	Attorneys’ Fees; Enforcement. If any attorney is engaged by Lender to enforce,
construe or defend any provision of this Agreement, or as a consequence of any default under
or breach of this Agreement by Buyer, with or without the filing of any legal action or
proceeding, Buyer shall pay to Lender, upon demand, the amount of all attorneys’ fees and
costs reasonably incurred by Lender in connection therewith, together with interest thereon
from the date of such demand at the rate of interest applicable to the principal balance of
the Note as specified therein.
	 
	 	22.	 	One-Time Right of Transfer of Property. The parties acknowledge that Section 4 of
Exhibit A to Promissory Note attached to and forming a part of the Note provides that Lender
shall, one (1) time only, consent to the voluntary sale or exchange of all of the Property,
all subject, however, to the terms and conditions set forth therein. The parties agree that
this Agreement and the actions to be taken as contemplated herein shall constitute such one
consent and that hereafter, Lender shall not be required to consent to any further such sale
or exchange.
	 
	 	23.	 	Miscellaneous. This Agreement shall be governed and interpreted in accordance with
the laws of the jurisdiction(s) specified in the other Loan Documents as governing the other
Loan Documents. In any action brought or arising out of this Agreement, Borrower and Buyer,
and general partners, members and joint venturers of them, hereby consent to the jurisdiction
of any state or federal court having proper venue as specified in the other Loan Documents and
also consent to the service of process by any means authorized by the law of such
jurisdiction(s). Except as expressly provided otherwise herein, all terms used herein shall
have the meaning given to them in the other Loan Documents. Time is of the essence of each




10









 






	 	 	 	term of the Loan Documents, including this Agreement. If any provision of this Agreement or any
of the other Loan Documents shall be determined by a court of competent jurisdiction to be
invalid, illegal or unenforceable, that portion shall be deemed severed therefrom and the
remaining parts shall remain in full force as though the invalid, illegal, or unenforceable
portion had not been a part thereof.
	 
	 	24.	 	Counterparts. This Agreement may be executed in any number of counterparts, each of
which when executed and delivered will be deemed an original and all of which taken together
will be deemed to be one and the same instrument.





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     IN WITNESS WHEREOF, Borrower, Guarantor, Buyer, New Guarantor and Lender have caused this
Agreement to be duly executed as of the date first above written.



	 	 	 	 	 	 	 	 	 
	LENDER	 	 
	 
	 	 	 	 	 	 	 	 
	LASALLE BANK NATIONAL ASSOCIATION, as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2001-TOP1	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Wells Fargo Bank, National Association, as Servicer under the Pooling
and Servicing Agreement dated as of February 1, 2001, by and between
Morgan Stanley Dean Witter Capital I Inc., Wells Fargo Bank, National
Association, GMAC Commercial Mortgage Corporation, LaSalle Bank
National Association, Wells Fargo Bank Minnesota, National Association,
and ABN AMRO Bank N.V.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Traci Mills-Smith	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





[Signatures continued on next page]





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	BORROWER	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BARBER LANE ASSOCIATES L.P.,
a California limited
partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	Menlo Equities Associates V LLC,

a California limited liability company,
General
Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Menlo Equities LLC,

a California limited liability company,
Managing
Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Menlo Equities, Inc.,

a California corporation,

Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Henry D. Bullock
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Henry D. Bullock,	 	 
	 

	 	 	 	 	 	 	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Diamant Investments LLC,

a Delaware limited liability company Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Richard J. Holmstrom	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Richard J. Holmstrom,	 	 
	 

	 	 	 	 	 	 	 	Managing Member	 	 






	 	 	 	 	 	 	 
	GUARANTOR	 	 
	 
	 	 	 	 	 	 
	MENLO EQUITIES LLC, 

a California limited liability company,	 	 
	 
	 	 	 	 	 	 
	By:	 	Menlo Equities, Inc.,
a California corporation, 

Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Henry D. Bullock	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Henry D. Bullock,	 	 
	 

	 	 	 	President	 	 
	 
	 	 	 	 	 	 
	By:	 	Diamant Investments LLC,

a Delaware limited liability company Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard J. Holmstrom	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Richard J. Holmstrom,	 	 
	 

	 	 	 	Managing Member	 	 






[Signatures continued on next page]





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	BUYER
 	 	 
	IXYS BUCKEYE, LLC, 

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	By:	 	IXYS CORPORATION,
a Delaware corporation	 	 
	Its:	 	Sole Member and Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Uzi Sasson	 
	 

	 	 	 	 	 
	 

	 	 	 	Uzi Sasson	 	 
	 

	 	 	 	Vice President of Finance	 	 
	 
	 	 	 	 	 	 
	NEW GUARANTOR	 	 
	 
	 	 	 	 	 	 
	IXYS CORPORATION,
a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Uzi Sasson	 	 
	 

	 	 	 	 
	 	 	Uzi Sasson	 	 
	 	 	Vice President of Finance	 	 







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Exhibit A




	 	 	 	 
	 

	 	 	 
	Recording Requested by

and when recorded return to:

	 	 	 
	 
	 	 	 
	PEPLER MASTROMONACO LLP
	 	 	 
	100 First Street, 25th
Floor
	 	 	 
	San Francisco, California 94105
	 	 	 
	Attention: Peter A. Mastromonaco, Esq.
	 	 	 
	 
	 	 	 
	Loan No.: 31-0900266
	 	 	 
	 
	 	 	 
	 	 	 	 






MEMORANDUM OF ASSUMPTION AGREEMENT



BARBER LANE ASSOCIATES L.P., a California limited partnership (“Borrower”), with a mailing address
at c/o Menlo Equities LLC, 490 California Avenue, 4th Floor, Palo Alto, California 94306, MENLO
EQUITIES LLC, a California limited liability company (“Guarantor”), with a mailing address at c/o
Menlo Equities LLC, 490 California Avenue, 4th Floor, Palo Alto, California 94306, IXYS BUCKEYE,
LLC, a Delaware limited liability company (“Buyer”), with a mailing address at 3540 Bassett
Street, Santa Clara, California 95954, IXYS CORPORATION, a Delaware corporation (“New Guarantor”),
with a mailing address at 3540 Bassett Street, Santa Clara, California 95954, and LASALLE BANK
NATIONAL ASSOCIATION, as Trustee for Morgan Stanley Dean Witter Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2001-TOP1 (“Lender”), with a mailing address at c/o
Wells Fargo Bank, N.A., Commercial Mortgage Servicing, 1320 Willow Pass Road, Suite 300, Concord,
California 94520, are parties to that certain ASSUMPTION AGREEMENT dated of even date herewith
(“Assumption Agreement”). The undersigned parties agree that all obligations under that certain
promissory note (“Note”) dated December 21, 2000, in the original principal amount of Eight
Million and no/100ths Dollars ($8,000,000.00), secured by that certain Deed of Trust and Absolute
Assignment of Rents and Leases and Security Agreement (and Fixture Filing) (“Security Instrument”)
recorded on January 12, 2001, as Instrument No. 0015525418, in the Official Records of Santa Clara
County, California (“Official Records”), the beneficiary’s interest under which was assigned by
instrument recorded on April 9, 2001, as Instrument No. 15629028, in the Official Records, and all
other Loan Documents (as defined in the Assumption Agreement), have been assumed by Buyer upon the
terms and conditions set forth in the Assumption Agreement. The Assumption Agreement is by this
reference incorporated herein and made a part hereof. This Memorandum of Assumption Agreement may
be executed in any number of counterparts, each of which when executed and delivered will be
deemed an original and all of which taken together will be deemed to be one and the same
instrument.




Dated:                     , 2007




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     IN WITNESS WHEREOF, Borrower, Guarantor, Buyer, New Guarantor and Lender have caused this
Agreement to be duly executed as of the date first above written.



	 	 	 	 	 	 	 	 	 
	LENDER	 	 
	 
	 	 	 	 	 	 	 	 
	LASALLE BANK NATIONAL ASSOCIATION, as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2001-TOP1	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	Wells Fargo Bank, National Association, as Servicer under the Pooling
and Servicing Agreement dated as of February 1, 2001, by and between
Morgan Stanley Dean Witter Capital I Inc., Wells Fargo Bank, National
Association, GMAC Commercial Mortgage Corporation, LaSalle Bank
National Association, Wells Fargo Bank Minnesota, National Association,
and ABN AMRO Bank N.V.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





[Signatures continued on next page]





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	BORROWER	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BARBER LANE ASSOCIATES L.P.,
a California limited
partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	Menlo Equities Associates V LLC,

a California limited liability company,
General
Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Menlo Equities LLC,

a California limited liability company,
Managing
Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Menlo Equities, Inc.,

a California corporation, 

Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Henry D. Bullock,	 	 
	 

	 	 	 	 	 	 	 	President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Diamant Investments LLC,

a Delaware limited liability company Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Richard J. Holmstrom,	 	 
	 

	 	 	 	 	 	 	 	Managing Member	 	 






	 	 	 	 	 	 	 
	GUARANTOR	 	 
	 
	 	 	 	 	 	 
	MENLO EQUITIES LLC, 

a California limited liability company,	 	 
	 
	 	 	 	 	 	 
	By:	 	Menlo Equities, Inc.,
a California corporation, 

Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Henry D. Bullock,	 	 
	 

	 	 	 	President	 	 
	 
	 	 	 	 	 	 
	By:	 	Diamant Investments LLC,

a Delaware limited liability company Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Richard J. Holmstrom,	 	 
	 

	 	 	 	Managing Member	 	 






[Signatures continued on next page]





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	BUYER
 	 	 
	IXYS BUCKEYE, LLC, 

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	By:	 	IXYS CORPORATION,
a Delaware corporation	 	 
	Its:	 	Sole Member and Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Uzi Sasson	 	 
	 

	 	 	 	Vice President of Finance	 	 
	 
	 	 	 	 	 	 
	NEW GUARANTOR	 	 
	 
	 	 	 	 	 	 
	IXYS CORPORATION,
a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	By:	 	 	 	 
	 

	 	 	 	 
	 	 	Uzi Sasson	 	 
	 	 	Vice President of Finance	 	 






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