Exhibit 10.48


 


PURCHASE AND SALE AGREEMENT


 


BETWEEN


 


TRIQUINT OPTOELECTRONICS, INC.


 


AS SELLER,


 


AND


 


ANTHEM PARTNERS, LLC


 


AS PURCHASER


 


Date: 
As of March 7th, 2005


 





















 


PURCHASE AND SALE AGREEMENT


 


THIS PURCHASE AND SALE AGREEMENT
(this “Agreement”) is made as of this 7th day of March, 2005
(the “Effective Date”) by and between TRIQUINT
OPTOELECTRONICS, INC., a Delaware corporation (the “Seller”),
and ANTHEM PARTNERS, LLC, a Pennsylvania
limited liability company, or its nominee or assignee (the “Purchaser”).


 


ARTICLE I.

PURCHASE AND SALE


 


Section 1.1             Agreement of Purchase and Sale. 
Subject to the terms and conditions hereinafter set forth, on the
Closing Date (as defined in Section 4.1) Seller agrees to sell and convey
to Purchaser, and Purchaser agrees to purchase from Seller, the following:


 


(a)     the property commonly known as 9999
Hamilton Boulevard, Breinigsville, Pennsylvania, containing approximately
137.34 acres (the “Land”), which Land is more particularly described in Exhibit A attached hereto and incorporated herein by this
reference, together with all of the buildings located thereon (collectively,
the “Building”), containing approximately 850,000 +/- square feet in the
aggregate, and any other improvements and fixtures located thereon and all rights,
privileges and appurtenances pertaining thereto including all of Seller’s
right, title and interest in and to all rights-of-way and easements and strips
and gores of land adjacent thereto (herein collectively called the “Real
Property”);


 


(b)     any and all of Seller’s right, title
and interest in and to all tangible personal property and equipment
specifically described on Schedule 1.1(b)
attached hereto (the “Personal Property”);


 


(c)     any and all of Seller’s right, title
and interest in and to the following (to the extent they are in effect on the
Closing Date):


 


(i)            all service contracts and agreements (collectively,
the “Contracts”) relating to the upkeep, repair, maintenance or
operation of the Real Property or the Personal Property to the extent Purchaser
has agreed to assume such Contracts pursuant to Section 3.2).  Any Contracts entered into after the
Effective Date in accordance with Section 5.2(c) hereof shall be deemed
for purposes of this Agreement to constitute Contracts, and the defined term Contracts
as used herein shall be deemed to have been revised to include and incorporate
any such Contracts;


 


(ii)           all warranties and guaranties (express or implied)
issued to, and held in the name of, Seller in connection with the Real Property
or the Personal Property (the “Warranties”); and


 


(iii)          all permits, licenses, approvals and authorizations
issued by any governmental authority in favor of Seller in connection with the
Real Property (the property described in this Section 1.1(b) being
sometimes herein referred to collectively as the “Intangibles”).


 


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The term “Property”
shall mean the Real Property, the Personal Property, the Warranties and the
Intangibles.


 


Section 1.2             Purchase Price. Seller is to sell, and Purchaser is to purchase, the
Property for the sum of Nine Million Three Hundred Thousand Dollars
($9,300,000.00) (the “Purchase Price”).


 


Section 1.3             Payment of Purchase Price. 
The Purchase Price, as increased or decreased by prorations and adjustments
as herein provided, shall be payable in full at the Closing (as defined in Section 4.1)
in cash by wire transfer of immediately available funds to a bank account
designated by Seller in writing to Purchaser prior to the Closing Date (as
defined in Section 4.1). 
Notwithstanding the foregoing, Seller may use any portion of any
payments due to Seller under this Agreement to satisfy any lien or encumbrance
against the Property or for such other purpose as Seller may determine.


 


Section 1.4             Deposit.  Prior to 5:00
p.m. EST on the first business day following the date of execution hereof,
Purchaser shall deposit, with Coventry Abstract, agent for First American Title
Insurance Company, 1401 Morris Road, Blue Bell, Pennsylvania 19422 (the “Escrow
Agent,” and sometimes referred to herein as the “Title Company”), the sum of
Three Hundred Fifty Thousand Dollars ($350,000.00) (the “Deposit”) in
good funds, either by certified bank or cashier’s check or by federal wire
transfer.  The Escrow Agent shall hold the
Deposit in an interest-bearing strict joint order escrow account in accordance
with the terms and conditions of this Agreement and the terms and provisions of
a separate escrow agreement with the Escrow Agent.  All interest and income earned on the Deposit
shall become a part of the Deposit.


 


ARTICLE II.

TITLE AND SURVEY


 


Section 2.1             Title Objections.  On or after
the Effective Date, Purchaser shall request the Title Company to issue its
title insurance commitment for the Real Property (the “Title Commitment”)
and shall engage a licensed surveyor to prepare an ATLA/ACSM survey of the
Property (the “Survey”). No later than twenty (20) days after the
Effective Date, Purchaser shall have the right to notify Seller in writing of
its objection to any matters disclosed by the Title Commitment or the Survey
(collectively, the “Title Objections”). 
Upon receipt of any such timely written notice of Title Objections from
Purchaser, Seller may, but shall not be obligated to, cure the Title Objections
on or before the Closing Date.  Seller
shall notify Purchaser within five (5) days of receiving the Title Objections
as to its decision to either cure or not to cure the Title Objections.  Notwithstanding the foregoing, in the event
that the Title Objection is a monetary lien, charge or encumbrance
intentionally placed against the Property by Seller which is able to be removed
by the payment of a certain sum or a judgment or mechanics’ lien caused by the
acts of Seller, then Seller shall be required to cure the Title Objection by
paying the certain sum or the sum required to remove the judgment or mechanics’
lien on or prior to the Closing Date.


 


(a)     If Seller elects by notice at any
time not to cure any Title Objection (except as provided in the last sentence
of subparagraph (a) above, as to which Seller shall be obligated to cure), then
Purchaser’s sole right and remedy shall be, on the terms


 


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and
conditions set forth below, either:  (x)
to elect not to purchase the Property, in which event this Agreement shall be
terminated, and the Deposit shall be returned to Purchaser; or (y) to complete
the transactions contemplated hereby in accordance with this Agreement subject
to such Title Objection without reduction in or abatement of the Purchase
Price.


 


(b)     Purchaser shall exercise its option
pursuant to clause (x) of Section 2.1(a) above by written notice given to
and received by Seller within five (5) days after the receipt by Purchaser of
Seller’s notice that Seller will not cure the Title Objections.  If Purchaser shall fail to send a written
notice to Seller exercising Purchaser’s option set forth under clause (x) of Section 2.1(a)
within the applicable period, then Purchaser shall conclusively be deemed to
have exercised the option set forth in clause (y) of Section 2.1(a) above.


 


Section 2.2             Permitted Exceptions. 
For purposes of this Agreement, the term “Permitted Exceptions” shall
mean all title exceptions and survey matters pertaining to the Property which:
(i) are disclosed by the Title Commitment and/or Survey and are not the subject
of a Title Objection made by Purchaser pursuant to this ARTICLE II, or
(ii) constitute valid Title Objections made by Purchaser which Seller
shall has elected not to cure (or cause the Title Company to endorse over), and
which Purchaser has elected (or is deemed to have elected) to accept pursuant
to this ARTICLE II, or (iii) are otherwise expressly stated in this
Agreement as being Permitted Exceptions.


 


Section 2.3             Conveyance of Title. 
At Closing, Seller shall convey and transfer to Purchaser, and Purchaser
shall accept, fee simple title to the Real Property (subject only to the
Permitted Exceptions) by execution and delivery of the Deed (as defined in Section 4.2(a))
from Seller to Purchaser.  The legal
description appearing on the Survey shall govern any Closing hereunder.


 


Section 2.4             PREI Claim.  Without
limiting anything in this Article II, Purchaser acknowledges that
Preferred Real Estate Investments, Inc. has asserted claims related to the
Property (the “PREI Claims”).  If the
PREI Claims are included as an exception to the Title Commitment, the same
shall be addressed by the parties in accordance with the procedures set forth
in Section 2.1.


 


ARTICLE III.

DUE DILIGENCE INVESTIGATION; ACCESS


 


Section 3.1             Delivery of Due Diligence Documents. 
No later than five (5) days after the Effective Date, time being of the
essence, and thereafter through the date of Closing, Seller shall make
available to Purchaser at the Real Property for Purchaser’s review and copying,
at Purchaser’s expense, all of Seller’s files relating to the Property,
including, without limitation, the following items to the extent in possession
of Seller or reasonably available to Seller at no additional expense of Seller
(collectively the “Due Diligence Documents”):


 


(a)     Copies of the latest title
commitment and title policy with respect to the Property which are in Seller’s
possession;


 


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(b)     The latest as-built plans or surveys
of the Property prepared by a registered and licensed surveyor which are in
Seller’s possession;


 


(c)     All Contracts;


 


(d)     Copies of all leases, licenses and
other similar agreements;


 


(e)     Copies of any appraisals of the
Property in Seller’s possession;


 


(f)      Copies of the two (2) most recent ad
valorem tax statements for the Real Property and any tax statement relating to
the Personal Property;


 


(g)     Copies of any zoning letters;


 


(h)     All equipment and building
warranties and guaranties;


 


(i)      All insurance policies covering the
Property, together with a history of claims for the last two (2) calendar
years;


 


(j)      Operating income/expense statements
for the Property for last two calendar years, together with current year-to
date, as well as tenant billings and utility billings for the last calendar
year;


 


(k)     Detailed general ledger for the
Property for last two calendar years, together with current year-to date;


 


(l)      Operating and Capital Budgets for
the Property for last two calendar years, together with current year-to date;


 


(m)    Copies of the floor plans of all
buildings on the Property;


 


(n)     Summary of tenant improvements and
other capital improvements or repairs to the Property for the past two (2)
years, including a history of repairs and replacements to the HVAC and the
roof;


 


(o)     Copies of any documents relating to
any pending lawsuits relating to the Property; and


 


(p)     Any and all site plans, building
plans and specifications, engineering plans, architectural reports,
environmental reports (including, asbestos and mold), geological reports, eddy
current wind and earthquake tests, owner’s association manual, maintenance
reports, ADA compliance reports, certificates of occupancy, certificates of
compliance of, on or affecting the Property (including, OSHA, fire and health).


 


Section 3.2             Review and Approval of Contracts. 
On or before the Approval Date, Purchaser shall notify Seller in writing
as to which of the Contracts, if any, Purchaser elects to assume at
Closing.  Unless such notice is given by
Purchaser, Purchaser shall at and as of the Closing assume such Contracts
(except to the extent that such Contracts are to be retained


 


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by Seller as tenant
under the Lease as hereinafter set forth). 
Those Contracts not assumed by Purchaser shall be terminated by Seller
as of the Closing Date, except to the extent that Seller elects to keep such
Contracts in effect as the tenant under the Lease, in which event Seller shall
have no obligation to terminate such Contracts at Closing provided that such
Contracts can be terminated without penalty and without cost to Purchaser on or
prior to the expiration of the Lease.


 


Section 3.3             Purchaser’s Right to Terminate Agreement Prior to
Approval Date.
As used herein, the term “Due Diligence Period” shall mean the period
expiring at 6:00 p.m. local time on the date which is the thirtieth (30th)
day after the Effective Date, and the last day of the Due Diligence Period is
referred to herein as the “Approval Date”.  Purchaser shall have the sole, exclusive, and
unilateral right to terminate this Agreement and its obligations hereunder, for
any or no reason whatsoever by providing written notice to Seller of such
termination from Purchaser on or before the Approval Date.  In the event that Purchaser fails to deliver
written notice to Seller terminating this Agreement on or before to the
Approval Date, such failure shall be deemed to be an election of Purchaser to
proceed to Closing and to purchase the Property pursuant to the terms and
conditions herein contained.  If
Purchaser timely terminates this Agreement pursuant to this Section 3.3,
then the Escrow Agent is directed to release the Deposit to Seller within three
(3) days of receipt of written notice of such termination and neither party
shall have any further obligations or liability hereunder; provided, however,
in the event Purchaser so terminates this Agreement due to the fact that its
due diligence review during the Due Diligence Period discloses environmental
contamination of the Real Property or structural damage or capital improvements
(including major repair or replacement of building mechanical, electrical, or
plumbing systems necessary for the operation of the Buildings as designed)
required to meet governmental code or regulations to the Building (except for
any roof damage) that will reasonably cost in excess of Five Hundred Thousand
Dollars ($500,000.00) in aggregate to remedy or repair, the Deposit shall be
returned to Purchaser.  Purchaser shall
promptly provide to Seller copies of all reports, documents, or other materials
(i) that show that such $500,000 threshold would be exceeded, or (ii) were
prepared or obtained as part of its due diligence review.  In addition, if Purchaser terminates this
Agreement in accordance with the provisions of this Section then, upon the
request of either party, Purchaser and Seller agree to execute a written
release of this Agreement.


 


Section 3.4             Access.  Seller agrees
to provide Purchaser access to the Property following the Effective Date for
the purpose of performing, at Purchaser’s sole cost and expense, studies,
appraisals, physical inspections, investigations and tests on the Property (the
“Tests”) provided (i) that no Tests shall be conducted in a manner as to
disturb or unreasonably interfere with the current use of the Property, and
(ii) that no Phase II or other invasive testing shall be conducted without the
prior approval of Seller.  Upon
completion of such Tests, Purchaser agrees at its sole cost to restore the
Property to substantially the condition it was in immediately prior to such
Tests.  Purchaser shall indemnify, defend
(with counsel reasonably satisfactory to Seller), protect, and hold Seller
harmless from and against any and all liability, loss, cost, damage, or expense
(including, without limitation, attorney’s fees and costs) which Seller may
sustain or incur for damage to property or injury to persons by reason of or in
connection with any Tests made by Purchaser or Purchaser’s agents or
contractors relating to or in connection with the Property, or entries by
Purchaser or its agents or contractors onto the Property.  Notwithstanding any provision to the contrary
in this Agreement, the indemnity obligations of Purchaser under


 


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this Agreement shall
survive any termination of this Agreement or the delivery of the deed and the
transfer of title pursuant to this Agreement.


 


Section 3.5             Lease Negotiation.  Both parties’
obligations under this Agreement are contingent upon the parties’ mutual
agreement, on or before the twentieth (20th) day after the Effective
Date (the “Lease Approval Date”), on the form of the Lease of a portion of the
Real Property more particularly described in Section 10.1(c) hereof.  The parties agree to negotiate the final form
of the Lease in good faith, which shall incorporate the terms set forth in Section 10.1
hereof, and shall otherwise contain such other terms as are customarily
contained in commercial leases of this nature, taking into consideration the
size, use, and location of the Leased Premises, as well as such other terms as
may be mutually agreed upon by the parties. 
If, despite such good faith efforts, the parties have not agreed on the
form of the Lease on or before the Lease Approval Date, either party may give
written notice to the other party of the need to finalize the form of the
Lease.  In the event the parties are
still unable, despite their continued good faith efforts, to agree upon the
form of the Lease within five (5) business days of such notice, either party
may terminate this Agreement by written notice to the other party, whereupon
the Deposit shall be refunded to Purchaser and the parties shall thereafter
have no further obligations hereunder (except as set forth in Section 3.4
hereof).


 


ARTICLE IV.

CLOSING; CLOSING ADJUSTMENTS AND COSTS; CONDITIONS


 


Section 4.1             Time and Place.  The
consummation of the transactions contemplated hereby (the “Closing”)
shall be held in escrow with the Title Company on the earlier of any date
selected by Purchaser after the Approval Date or April 1, 2005 (“Closing
Date”).  Purchaser shall have the
right to extend the Closing Date an additional sixty (60) days upon (i)
delivery of written notice of such extension to Seller on or before March 25,
2005, and (ii) payment to the Escrow Agent on or before said date the amount of
Two Hundred Thousand Dollars ($200,000), which shall be immediately released by
the Escrow Agent to Seller and shall be non-refundable in all instances (except
for Seller’s default), but shall be credited to the Purchase Price at
Closing.  At Closing, Seller and
Purchaser shall perform the obligations set forth in, respectively, Section 4.2
and Section 4.3, the performance of which obligations shall be concurrent
conditions.


 


Section 4.2             Seller’s Obligations at Closing. At the Closing, Seller shall:


 


(a)           deliver to Purchaser a duly executed special warranty
deed (the “Deed”) in the form attached hereto and made a part hereof as Exhibit B;


 


(b)           deliver to Purchaser a duly executed bill of sale (the
“Bill of Sale”) in the form attached hereto and made a part hereof as Exhibit C;


 


(c)           if applicable, deliver to Purchaser a duly executed
assignment and assumption agreement (the “Assignment and Assumption of
Contracts”) in the form attached hereto and made a part hereof as Exhibit D;


 


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(d)           deliver to Purchaser a certificate stating that Seller
is not a “foreign person” in the form attached hereto and made a part hereof as
Exhibit E duly executed by Seller;


 


(e)           join Purchaser in the execution of the Lease;


 


(f)            deliver to Purchaser the original Contracts which are
assigned by Seller and assumed by Purchaser hereunder (to the extent originals
are available and, if not, certified copies thereof), together with such
leasing and property files and records which are located at the Property;


 


(g)           subject to the terms of the Lease, deliver to
Purchaser possession of the Property in the condition required by Section 4.8
hereof, together with all keys to all locks on the Property; and


 


(h)           deliver such additional documents as Title Company
shall reasonably require to consummate the transaction contemplated in this
Agreement (including, but not limited to, organizational documents of Seller, a
good standing of Seller, and a standard form ALTA Statement.


 


Section 4.3             Purchaser’s Obligations at Closing. At the Closing, Purchaser shall:


 


(a)           pay to Seller the full amount of the Purchase Price,
as increased or decreased by prorations and adjustments as herein provided, in
the manner set forth in Section 1.3 hereof less the amount of the Deposit
which shall be delivered to Seller plus any other fees, costs, expenses and
amounts set forth as Purchaser’s obligations in Section 4.4 and Section 4.5;


 


(b)           join Seller in the execution of the Assignment and
Assumption of Contracts;


 


(c)           join Seller in the execution of the Lease;


 


(d)           deliver to Seller such evidence as the Title Company
may reasonably require as to the authority of the person or persons executing
documents on behalf of Purchaser; and


 


(e)           deliver such additional documents as shall be
reasonably required by the Title Company to consummate the transaction
contemplated by this Agreement.


 


Section 4.4             Credits and Prorations. 
The following adjustments to the Purchase Price paid hereunder shall be
made between Seller and Purchaser and shall be prorated (as applicable) as of
the Closing Date:


 


(a)           Operating Expenses. 
Except for any utilities or other operating expenses that Seller will
continue to pay pursuant to the Lease (see Section 10.1(f) hereof), all
utilities or other apportionable charges or expenses pertaining to the
Property, if any, shall be prorated between Purchaser and Seller as of the
Closing Date.  Purchaser shall take all
steps


 


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necessary to effectuate the transfer of all
utilities (other than those that will continue to be paid by Seller under the
Lease) to its name as of the Closing Date, and where necessary, post deposits
with the utility companies.  Seller shall
ensure that all utility meters (other than those that will continue to be paid
by Seller under the Lease) are read as of the Closing Date.  Seller shall be entitled to recover any and
all deposits held by any utility company as of the Closing Date.  To the extent that utility meters cannot be
read as of the Closing Date, then a proration estimation shall be made based on
the most recently available readings, with adjustments to be made after the
Closing in accordance with Section 4.4(c).


 


(b)           Taxes and Assessments. 
Real estate taxes and assessments imposed by governmental authority that
are not yet due and payable shall be prorated as of the Closing Date based upon
the most recent ascertainable assessed values and tax rates.  Seller shall receive a credit for any taxes
and assessments paid by Seller and applicable to any period after the
Closing.  All refunds or tax savings
relating to real estate taxes shall inure to the benefit of Seller if such
refunds or tax savings relate to any period for which Seller owned the
Property.  Purchaser shall have no
obligation to pursue any such refunds or savings, but shall cooperate with
Seller in its efforts to pursue the same.


 


(c)           Final Adjustment After Closing.  If final prorations cannot be made at Closing
for any item being prorated under this section, then Purchaser and Seller agree
to allocate such items on an accrual basis as soon as invoices or bills are
available and applicable reconciliation with tenants have been completed, with
final adjustment to be made no later than ninety (90) days after the Closing
Date.  Income and expenses shall be
received and paid by the parties on an accrual basis with respect to their
period of ownership.  Payments in
connection with the final adjustment shall be due within thirty (30) days of
written notice of such final adjustment amount. 
Each party shall have reasonable access to, and the right to inspect and
audit the other party’s supporting documentation to confirm the final
prorations.


 


(d)           Insurance.  The
fire, hazard, and other insurance policies relating to the Property shall be
cancelled by Seller as of the Closing Date and shall not, under any
circumstances, be assigned to Purchaser. 
All unearned premiums for fire and any additional hazard insurance
premium or other insurance policy premiums with respect to the Property shall
be retained by Seller.


 


The provisions of this Section 4.4 shall
survive Closing.


 


Section 4.5             Transaction Taxes and Closing Costs.


 


(a)           Seller shall pay for the following fees, costs and
expenses:


 


(i)            the fees of any counsel representing Seller in
connection with this transaction;


 


(ii)           one-half of any and all realty transfer taxes imposed
in connection with the transfer of the Property;


 


(iii)          the cost or fee for such insurance or endorsement over
any Title Objection cured by Seller pursuant to Section 2.1 hereof;


 


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(iv)          one-half of any escrow charges incurred hereunder;


 


(v)           any real estate commissions arising from the sale of
the Property; and


 


(vi)          all other closing costs incurred by Seller on Seller’s
behalf in connection with this transaction.


 


(b)           Purchaser shall pay the following fees, costs and
expenses:


 


(i)            the fees of any counsel representing Purchaser in connection
with this transaction;


 


(ii)           one-half of any and all realty transfer taxes imposed
in connection with the transfer of the Property;


 


(iii)          the recording fees for the Deed;


 


(iv)          (A) the cost of the premium for an ALTA owner’s/lender’s
title insurance policy for the Property and (B) any other fees or premiums for
extended coverage or any endorsements requested by Purchaser (excluding,
however, any cost or fee for such insurance or endorsement over any Title
Objection cured by Seller pursuant to Section 2.1);


 


(v)           all costs and expenses incurred in connection with the
preparation of the Survey requested by Purchaser;


 


(vi)          one-half of any escrow charges incurred hereunder; and


 


(vii)         all other closing costs incurred by Purchaser on
Purchaser’s behalf in connection with this transaction.


 


Section 4.6             Conditions Precedent to Obligation of Purchaser. 
The obligation of Purchaser to consummate the transaction hereunder
shall be subject to the fulfillment on or before the Closing Date of all of the
following conditions, any or all of which may be waived by Purchaser in its
sole discretion:


 


(a)           Seller shall have delivered or made available to
Purchaser all of the items required to be delivered or made available to
Purchaser pursuant to the terms of this Agreement, including but not limited
to, those provided for in Section 3.1 or Section 4.2;


 


(b)           the representations and warranties of Seller contained
in this Agreement shall have been true and correct in all material respects as
of the Effective Date and shall be true and correct in all material respects as
of the Closing Date;


 


(c)           Seller shall have performed and observed, in all
material respects, all covenants and agreements of this Agreement to be
performed and observed by Seller as of the Closing Date;


 


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(d)           The Title Company shall be irrevocably committed to
deliver an ALTA owner’s policy of title insurance (excluding extended coverage
and any endorsements thereto) in the amount of the Purchase Price insuring the
Property subject only to the Permitted Exceptions and otherwise in form and
manner reasonably acceptable to Purchaser, provided that Purchaser shall have
performed its obligations hereunder in connection with the payment of any fees
or premiums and the delivery of any documents required by the Title Company;
and


 


(e)           Subject to Sections 7.1 and 7.2 below (relating to
casualty and condemnation), the physical condition of the Real Property shall
be substantially the same on the Closing Date as on the Effective Date, except
for changes thereto which result from or are attributable to reasonable or
normal wear and tear.


 


Section 4.7             Conditions Precedent to Obligation of Seller. 
The obligation of Seller to consummate the transaction hereunder shall
be subject to the fulfillment on or before the Closing Date of all of the
following conditions, any or all of which may be waived by Seller in its sole
discretion:


 


(a)           Seller shall have received the Purchase Price as
adjusted as provided herein, and the Deposit, pursuant to and payable in the
manner provided for in this Agreement;


 


(b)           Purchaser shall have delivered to Seller all of the
items required to be delivered to Seller pursuant to the terms of this
Agreement, including but not limited to, those provided for in Section 4.3;


 


(c)           All of the representations and warranties of Purchaser
contained in this Agreement shall have been true and correct in all material
respects as of the Effective Date and shall be true and correct as of the
Closing Date; and


 


(d)           Purchaser shall have performed and observed, in all
material respects, all covenants and agreements of this Agreement to be
performed and observed by Purchaser as of the Closing Date.


 


Section 4.8             Condition of Property. 
Seller shall have a period of six (6) months after Closing in which to
remove its furniture, fixtures, and equipment from the Property (except that no
such removal shall be required for the Leased Premises until the end of the
Lease term).  Upon such removal, Seller
shall leave all disconnected electrical supply lines in a condition that
complies with applicable code requirements and shall deliver the Property to
Purchaser in broom clean condition.


 


ARTICLE V.

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 5.1             Representations and Warranties of Seller. 
Seller hereby makes the following representations and warranties to
Purchaser as of the Effective Date and as of the date of Closing:


 


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(a)           Organization and Authority. 
Seller has been duly organized and is in good standing under the laws of
the state of its incorporation and state in which the Real Property is
located.  Seller has the full right and
authority to enter into this Agreement and to transfer all of the Property and
to consummate or cause to be consummated the transaction contemplated by this
Agreement.  The persons signing this
Agreement on behalf of Seller are authorized to do so.


 


(b)           Agreement Binding.  This
Agreement constitutes a legal, valid and binding obligation of Seller
enforceable against Seller in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights and by general principles
of equity (whether applied in a proceeding at law or in equity).  All Related Documents executed by Seller at
the Closing will be duly authorized, executed, and delivered by Seller, are or
at the Closing will be legal, valid, and binding obligations of Seller, are
sufficient to convey title, and do not violate any provisions of any agreement
to which Seller is a party or to which it is subject.  The term “Related Documents” shall mean any
document or instrument executed and/or delivered by Seller or Purchaser in
connection with or pursuant to the Closing of the transaction contemplated by
this Agreement including, without limitation, the Deed, Bill of Sale,
Assignment and Assumption of Contracts and the FIRPTA Certificate.


 


(c)           Agreements.  Except for
the PREI Claims, no understanding, agreement (either express or implied), or
alleged expectancy of agreement with respect to sale, lease or other transfer
of the Property exists between Seller and any third party, and Seller is in no
way restricted from negotiating and entering into an agreement with Purchaser
and selling the Property to Purchaser.


 


(d)           Leases.  There are no
leases at the Real Property and, except for the Lease, there shall be no leases
at or affecting the Real Property on the Closing Date.


 


(e)           Condemnation.  To Seller’s
knowledge, Seller has not received notice (written or otherwise) of any
condemnation proceedings having been instituted or threatened against any of
the Property.


 


(f)            Bankruptcy.  Seller has
not made a general assignment for the benefit of creditors, filed any voluntary
petition in bankruptcy or suffered the filing of an involuntary petition by its
creditors, suffered the appointment of a receiver to take possession of
substantially all of its assets, suffered the attachment or other judicial
seizure of substantially all of its assets, admitted its inability to pay its
debts as they come due, or made an offer of settlement, extension or
composition to its creditors generally.


 


(g)           No Pending Actions.  Except for
the PREI Claims, to Seller’s knowledge, Seller has not received any written
notice of:  (i) any pending (and to
Seller’s knowledge there is no threatened) action, suit, arbitration,
unsatisfied order or judgment which could materially and adversely affect the
use and operation or the value of the Property; or (ii) any government
investigation or proceeding pending against Seller or the Real Property which,
if adversely determined, could materially interfere with the consummation of
the transaction


 


11





















 


contemplated by this Agreement;
or (iii) any pending (or to Seller’s knowledge, threatened) condemnation,
taking or eminent domain proceedings against the Real Property.


 


(h)           No Violations.  To Seller’s
knowledge, Seller has not received written notice of any material violations of
any laws enacted by any federal, state, local or other governmental agency or
regulatory body with respect to the Property which remain uncured and could
materially and adversely affect the use and operation or the value of the Property
or materially and adversely interfere with the consummation of the transaction
contemplated by this Agreement.


 


(i)            Non-Foreign Status.  Seller is not
a “foreign person” as defined in the Federal Foreign Investment in Real
Property Tax Act of 1980.


 


(j)            Completeness and Accuracy. 
To Seller’s knowledge, the documents made available by Seller to
Purchaser pursuant to Section 3.1 are the material documents in the
possession of Seller or its representative and agents relating to the Property
and used by Seller in its operation of the Property.


 


For purposes
of the representations and warranties of Seller contained herein, the term “knowledge”
shall mean the current actual knowledge of Mr. Glen Riley, Vice President, and
Mr. Ray Link, Chief Financial Officer, of TriQuint Semiconductor, Inc. (“TQS”),
Seller’s parent corporation, who Seller represents are the individuals who are
the most knowledgeable about the Property and the representations and
warranties contained herein.  The
foregoing individuals shall not have any personal liability by virtue of the
foregoing representations and warranties. Except for the representations and
warranties of Seller contained in this Agreement, Seller does not make any
other representations or warranties with respect to the Property, express or
implied, and Purchaser acknowledges that, except for the representations and
warranties of Seller contained in this Agreement, Purchaser is purchasing the
Property in its “AS IS, WHERE IS” condition without any other representation of
warranty of Seller.


 


Section 5.2             Covenants of Seller from Effective Date to Closing. 
Seller hereby covenants with Purchaser as follows:


 


(a)           From the Effective Date hereof until the Closing or
earlier termination of this Agreement, Seller shall use commercially reasonable
efforts to operate and maintain the Property in a manner generally consistent
with the manner in which Seller has operated and maintained the Property prior
to the date hereof;


 


(b)           From the Effective Date hereof until the Closing or
earlier termination of this Agreement , Seller shall not enter into any leases,
licenses or other similar agreements with respect to the Real Property or
negotiate with any other parties with respect to any lease or sale of the Real
Property.


 


(c)           Except as provided below, a copy of any amendment or
renewal of any Contract or any new Contract (collectively, the “New
Contracts” and individually “New Contract”) which Seller wishes to
execute between the Effective Date and the Closing Date will be submitted to
Purchaser.  Purchaser shall have the
right to approve any such New Contract which Seller desires to enter into
between after the Due Diligence Period expires and the Closing


 


12





















 


Date. 
With respect to any such New Contract which Purchaser has the right to
approve, Purchaser shall notify the Seller in writing within five (5) business
days (“New Contract Approval Period”) after its receipt thereof (and any
additional information reasonably requested by Purchaser from Seller relating
to any of the New Contracts) of either its approval or disapproval
thereof.  In the event Purchaser notifies
Seller in writing within the New Contract Approval Period that Purchaser does
not approve any such New Contract, then Seller shall not enter into such New
Contract.  In the event Purchaser fails
to notify Seller in writing of its approval or disapproval within the New
Contract Approval Period, Purchaser shall be deemed not to have approved any
such New Contract.  Notwithstanding the
foregoing, nothing contained in this Section 5.2(c) or this Agreement
shall prohibit Seller from entering into any Contract which either (i) expires
on or before the Closing Date, (ii) is terminable without penalty and without
cost or expense to Purchaser upon no more than thirty (30) days written notice
from Seller to the other party to such Contract, or (iii) Seller will retain as
the tenant under the Lease provided the same can be terminated without penalty
and without cost or expense to Purchaser prior to the expiration of the Lease.


 


(d)           From the Effective Date hereof until the Closing or
earlier termination of this Agreement, Seller shall not modify or change the
zoning classifications of the Property without Purchaser’s consent.


 


Section 5.3             Survival of Seller’s Representations and Warranties. 
The representations and warranties of Seller set forth in Section 5.1,
shall survive for a period of twelve (12) months after the Closing.
Notwithstanding the foregoing, Purchaser shall not be entitled to assert any
claim against Seller with respect to the inaccuracy of any representation or
warranty made by Seller, or failure by Seller to perform its covenants,
agreements and conditions under this Agreement, to the extent that Purchaser
has actual knowledge of such inaccuracy or failure at or prior to the time of
Closing, it being the intent and agreement of the parties that Purchaser shall
not have the right or ability to consummate the Closing and thereafter assert a
claim for breach of a warranty, representation, covenant, agreement or
condition by Seller which Purchaser had actual knowledge of at or prior to
Closing; provided, however, that Seller has promptly notified Purchaser prior
to Closing in writing of any such inaccuracy or failure of which Seller had
actual knowledge.


 


Section 5.4             Representations and Warranties of Purchaser. 
Purchaser hereby makes the following representations and warranties to
Seller as of the Effective Date and as of the Closing Date:


 


(a)           Organization and Authority of Purchaser. Purchaser has been duly organized
and is in good standing under the laws of the Commonwealth of Pennsylvania
..  Purchaser has the full right and
authority to enter into this Agreement, to purchase all of the Property and to
consummate or cause to be consummated the transaction contemplated by this
Agreement.  The persons signing this
Agreement on behalf of Purchaser is authorized to do so;


 


(b)           Pending Actions.  To Purchaser’s
knowledge, there is no action, suit, arbitration, unsatisfied order or
judgment, government investigation or proceeding pending against Purchaser
which, if adversely determined, could individually or in the aggregate


 


13





















 


materially interfere with the consummation of
the transaction contemplated by this Agreement; and


 


(c)           Agreement Binding.  This
Agreement constitutes a legal, valid and binding obligation of Purchaser
enforceable against Purchaser in accordance with the terms hereof, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights and by general principles
of equity (whether applied in a proceeding at law or in equity).


 


Section 5.5             Survival of Purchaser’s Representations and Warranties. 
The representations and warranties of Purchaser set forth in Section 5.4
shall survive the Closing for a period of twelve (12) months.  Notwithstanding the foregoing, Seller shall
not be entitled to assert any claim against Purchaser with respect to the
inaccuracy of any representation or warranty made by Purchaser, or failure by
Purchaser to perform its covenants, agreements and conditions under this
Agreement, to the extent that Seller has actual knowledge of such inaccuracy or
failure at or prior to the time of Closing, it being the intent and agreement
of the parties that Seller shall not have the right or ability to consummate
the Closing and thereafter assert a claim for breach of a warranty,
representation, covenant, agreement or condition by Purchaser which Seller had
actual knowledge of at or prior to Closing; provided, however, that Purchaser
has promptly notified Seller in writing of any such inaccuracy or failure of
which Purchaser had actual knowledge.


 


ARTICLE VI. 

DEFAULT


 


Section 6.1             Default by Purchaser. 
In the event of any material default by Purchaser under this Agreement
that is not cured within five (5) days after Purchaser’s receipt of notice
thereof (but in no event later than the time and date of Closing), Seller shall
be entitled, as its sole and exclusive remedy, to terminate this Agreement and
receive the Deposit as liquidated damages for the breach of this Agreement, it
being agreed between the parties hereto that the actual damages to Seller in
the event of such a material breach are impractical to ascertain and the stated
amount of the Deposit is a reasonable estimate thereof.  Seller’s receipt of the Deposit pursuant to
the terms of this Section 6.1 shall release Purchaser from any and all
liability relating to this Agreement, except for any surviving liability of
Purchaser under Section 3.4 above.


 


Section 6.2             Default by Seller.  In the event
of any material default by Seller under this Agreement that is not cured within
five (5) days after Seller’s receipt of notice thereof (but in no event later
than the time and date of Closing), Purchaser shall be entitled, as its sole
and exclusive remedy, to either (i) receive the return of the Deposit and the
reimbursement from Seller for all of Purchaser’s documented out-of-pocket
expenses incurred by Purchaser in connection with this Agreement and its
purchase of the Property, which receipt shall operate to terminate this
Agreement and release Seller from any and all liability hereunder or (ii)
enforce specific performance.


 


14





















 


ARTICLE VII.

RISK OF LOSS


 


Section 7.1             Casualty.  Subject to
the provisions of this Section 7.1, Seller shall bear the risk of any
damage to the Property between the Effective Date and the Closing Date.  From the Effective Date to the Closing Date,
Seller shall keep and maintain all insurance policies necessary for the
operation for the operation of the Property. 
If the Property is damaged by fire, storm, flood, or any other casualty
between the Effective Date and Closing Date, Seller and Purchaser shall obtain
an estimate of the cost of repairing the damage from an established contractor
selected by Seller and reasonably approved by Purchaser.


 


(a)           If the estimated cost to repair such damage is less
than $250,000, then the Closing shall be held in accordance with the terms of
this Agreement and Seller shall assign its rights to any and all insurance
proceeds to Purchaser or, if the insurance proceeds have been received by
Seller, credit the Purchase Price the amount of such proceeds.  If the estimated cost to repair such damage
is equal to or more than $250,000, then either Purchaser or Seller may elect to
terminate this Agreement upon written notice to the other given within five (5)
business days after receipt of notice of the estimated cost of repair.  If this Agreement is terminated by Purchaser
or Seller within such five (5) business day period, the Deposit shall be
returned to Purchaser and neither Seller nor Purchaser shall have any further
rights, claims or obligations against one another arising out of this
Agreement.  If this Agreement is not so
terminated, then the Closing shall be held in accordance with the terms of this
Agreement and, at Purchaser discretion, Seller shall assign its right to all
insurance proceeds to Purchaser or repair the damage at Seller’s sole cost and
expense.


 


(b)           All repairs to be performed by Seller pursuant to this
Section 7.1 shall be done in a good and workmanlike manner consistent with
the original construction of the Property.


 


Section 7.2             Condemnation.


 


(a)           If prior to the Closing any part of the Property is
condemned or taken pursuant to any governmental or other power of eminent
domain, or if written notice of taking or condemnation is issued with respect
to any portion of the Property, or if proceedings are instituted or threatened
in writing to be instituted by any governmental or other authority having the
power of eminent domain with respect to any portion of the Property (any such
event, a “Taking”), Seller shall immediately notify Purchaser as soon as
Seller receives written notice of any such Taking.  If the Taking is of all of the Real Property,
or of a portion of the Real Property which would materially and adversely
affect the Property or the use or value thereof or access thereto, then either
Seller or Purchaser shall have the right, to be exercised within five (5)
business days after receiving such notification, to terminate this Agreement
effective upon written notice to the other party.


 


(b)           If this Agreement is terminated within such five (5)
business day period, the Deposit shall be returned to Purchaser and, neither
Seller nor Purchaser shall have any further rights, claims or obligations
against one another arising out of this Agreement.


 


15





















 


(c)           If neither Seller or Purchaser has
right to terminate or, if they have such right, they do not elect to terminate
within the five (5) business day period, then Purchaser shall accept the
Property net of the portion taken by the Taking.  In such event, if the condemnation award in
respect of the Taking is paid to Seller prior to the Closing, the Purchase
Price shall be reduced by an amount equal to the proceeds of the award received
by, or on behalf of, Seller.  If the
award has not been paid to Seller as of the Closing Date, then Seller shall
assign to Purchaser, without recourse, at the Closing, by documents reasonably
satisfactory to Purchaser, all rights of Seller to the award, in which case
there shall be no adjustment in the Purchase Price by reason of the Taking.


 


ARTICLE VIII.

COMMISSIONS


 


Section 8.1             Brokerage Commissions. 
With respect to the transaction contemplated by this Agreement, Seller
and Purchaser each represent to the other that no broker, licensed or
otherwise, brought about this transaction, nor has any possible claim to any
commission, except for CB Richard Ellis and Colliers L & A on behalf
of Seller, and The Flynn Company on behalf of Purchaser.  Seller shall be responsible to pay any
commission owed to such parties per a separate agreement, which shall be shared
by said brokers as they may agree. 
Purchaser acknowledges that The Flynn Company may not receive one-half
of the total commission paid.  Each party
hereto agrees that if any person or entity, other than the above-named brokers,
makes a claim for brokerage commissions or finders fees related to the sale of
the Property by Seller to Purchaser, and such claim is made by, through or on
account of any acts or alleged acts of said party or its representatives, said
party will protect, indemnify, defend and hold the other party free and
harmless from and against any and all loss, liability, cost, damage and expense
(including reasonable attorneys’ fees) in connection therewith.  The provisions of this Section 8.1 shall
survive the Closing or any termination of this Agreement.


 


ARTICLE IX.

MISCELLANEOUS


 


Section 9.1             Assignment.  Subject to
the provisions of this Section 9.1, the terms and provisions of this
Agreement are to apply to and bind the permitted successors and assigns of the
parties hereto.  Purchaser may not assign
its rights under this Agreement without first obtaining Seller’s written
approval, which approval may not be unreasonably withheld, conditioned or
delayed; provided, however, Purchaser shall have the right to assign this
Agreement to an affiliate of Purchaser without the prior written consent of
Seller.


 


Section 9.2             Notices.  Any notice
pursuant to this Agreement shall be given in writing by (a) personal
delivery, (b) reputable overnight delivery service with proof of delivery,
or (c) legible facsimile transmission, sent to the intended addressee at
the address set forth below, or to such other address or to the attention of
such other person as the addressee shall have designated by written notice sent
in accordance herewith, and shall be deemed to have been given upon receipt or
refusal to accept delivery, or, in the case of facsimile transmission, as of
the date of the facsimile transmission (if such is received by 5:00 p.m.
local time of the recipient) provided that an original of such facsimile is
also sent to the intended addressee by means


 


16





















 


described in clauses (a), or (b) above.  Unless changed in accordance with the
preceding sentence, the addresses for notices given pursuant to this Agreement
shall be as follows:


 


	
  If
  to Seller:  
TriQuint Optoelectronics, Inc.

  c/o TriQuint Semiconductor, Inc.

  2300 NE Brookwood Parkway

  Hillsboro, OR 97124

  	
   

  	
  If
  to Purchaser:

  Anthem Partners,
  LLC

  120 W. Germantown Pike, Suite 200

  Plymouth Meeting, PA 19462

  
	
   

  	
   

  	
   

  
	
  Attn:
  Ray Link, Chief Financial Officer

  Tel: (503)615-9435

  Fax: (503)615-8900

  	
   

  	
  Attn:
  Lawrence Stuardi

  Tel: 610-238-0500

  Fax: 610-238-0140

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  Randal A. Johnson

  Ater Wynne LLP

  222 SW Columbia, Suite 1800

  Portland, Oregon 97201-6618

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Phone (503) 226-8611

  Fax(503) 226-0079

  e-mail raj@aterwynne.com

  	
   

  	
   

  



 


Section 9.3             Modifications.  This
Agreement cannot be changed orally, and no executory agreement shall be
effective to waive, change, modify or discharge it in whole or in part unless
such executory agreement is in writing and is signed by the parties against
whom enforcement of any waiver, change, modification or discharge is sought.


 


Section 9.4             Entire Agreement  This
Agreement, including the exhibits and schedules hereto and the documents
contemplated hereby, contains the entire agreement between the parties hereto
pertaining to the subject matter hereof and fully supersedes all prior written
or oral agreements and understandings between the parties pertaining to such
subject matter.


 


Section 9.5             Further Assurances.  Each party
agrees that it will execute and deliver such other documents and take such
other action, whether prior or subsequent to the Closing, as may be reasonably
requested by the other party to consummate the transaction contemplated by this
Agreement.


 


Section 9.6             Counterparts.  This
Agreement may be executed in counterparts, all such executed counterparts shall
constitute the same agreement, and the signature of any party to any counterpart
shall be deemed a signature to, and may be appended to, any other counterpart.


 


Section 9.7             Severability.  If any
provision of this Agreement is determined by a court of competent jurisdiction
to be invalid or unenforceable, the remainder of this Agreement shall
nonetheless remain in full force and effect; provided that the invalidity or
unenforceability


 


17





















 


of such provision does not materially
adversely affect the benefits accruing to any party hereunder.


 


Section 9.8             Applicable Law.  This
Agreement and the Related Documents shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Pennsylvania without
regard to conflicts of law principles. 
The parties hereto agree that the provisions of this Section 9.8
shall survive the Closing or any termination of this Agreement.


 


Section 9.9             No Third-Party Beneficiary 
The provisions of this Agreement and of the documents to be executed and
delivered on the Closing Date are and will be for the benefit of Seller,
Purchaser, and Escrow Agent only and, subject to the provisions of Section 9.1,
are not for the benefit of any third party, and accordingly, no third party
shall have the right to enforce the provisions of this Agreement or of the
documents to be executed and delivered on the Closing Date.


 


Section 9.10           Captions.  The section headings
appearing in this Agreement are for convenience of reference only and are not
intended, to any extent and for any purpose, to limit or define the text of any
section or any subsection hereof.


 


Section 9.11           Construction.  The parties
acknowledge that the parties and their counsel have reviewed and revised this
Agreement and that any normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any exhibits or amendments hereto.


 


Section 9.12           Internal Revenue Service Reporting Requirement. 
Each party shall execute, acknowledge and deliver to the other party
such instruments, and take such other actions, as such other party may
reasonably request in order to comply with Section 6045(e) of the
Internal Revenue Code of 1986, as amended, or any successor provision or any
regulations promulgated pursuant thereto (the “Code”), insofar as the same
requires reporting of information in respect of real estate transactions.  The provisions of this Section 9.12
shall survive the delivery of the deed hereunder.


 


Section 9.13           Tax Free Exchange.


 


(a)           Notwithstanding any terms in the
Agreement to the contrary, each party shall have the right to consummate the
transactions contemplated by this Agreement in a manner which qualifies as a
tax-deferred exchange, in whole or in part, under the provisions of Section 1031
of the Code.


 


(b)           Upon request of either party (the “Requesting
Party”) and at the expense of the Requesting Party, the other party agrees
to cooperate with the Requesting Party with respect to any tax-deferred
exchange pursuant to the provisions of Section 1031 of the Code and the
Treasury Regulations thereunder and to execute any and all documents reasonably
requested by the Requesting  Party in
connection therewith, provided that (i) the other party shall not incur
additional costs or expenses attributable to the exchange, including reasonable
attorneys’ fees, deed excise taxes and recording fees; (ii) the Requesting
Party agrees to indemnify and hold the other harmless from and against all
liability arising from any tax deferred exchange relating to the Property
conducted by the Requesting Party, (iii) the other party shall


 


18





















 


not be required to purchase or take title to
any replacement property in connection with any such deferred exchange (the “Replacement
Property”) and (iv) the Closing Date shall not be altered as a result
of any such exchange.


 


(c)           Each party acknowledges that the
other party shall not be deemed an agent of the Requesting Party in connection
with said exchange.  Each party further
acknowledges that all agreements in connection with performing the exchange
shall be prepared at the Requesting Party’s expense by its counsel.


 


(d)           Without limiting the foregoing, the
Requesting Party shall have the right to transfer all or any portion of its
interests under the Agreement to a qualified intermediary (the “Intermediary”)
in accordance with the provisions of Section 1031 of the Code and the
Treasury Regulations thereunder (and, as a result of the transfer, the
Intermediary will acquire an equitable interest in the title to the Property);
provided, the Requesting Party shall not be released from its obligations
hereunder as a result of such transfer.


 


Section 9.14           Attorneys’ Fees.  In the event
any dispute between the parties hereto regarding this Agreement or any Related
Documents should result in litigation, the prevailing party in such litigation
shall be reimbursed for all reasonable costs, including, without limitation,
reasonable attorneys’ fees.


 


Section 9.15           Confidentiality.  Each party
agrees that, except as otherwise set forth in this Agreement or required by law
or legal process, it shall:  (i) keep
the contents of this Agreement and any information related to the transaction
contemplated hereby confidential (except that Purchaser and Seller may disclose
such data and information to their respective employees, lenders, consultants, accountants
and attorneys, provided that such persons agree to treat such data and
information confidentially); and (ii) refrain from generating or participating
in any publicity statement, press release or other public notice regarding this
transaction without the prior written consent of the other party unless
required under applicable law or by legal process; provided, however, that
Purchaser and Seller may at or following the Closing publicly announce the sale
of the Property and the identity of the new owner thereof.  The provisions of this Section 9.15
shall survive the Closing.


 


ARTICLE X.

LEASEBACK TO SELLER


 


Section 10.1           Negotiation of Lease. 
As a condition to the parties’ obligations hereunder, Seller and
Purchaser (or their assignees hereunder) shall execute at Closing a lease
agreement for the following-described portions of the Real Property (the “Lease”),
with the Seller as the tenant and Purchaser as the landlord thereunder, under
the following general terms and conditions:


 


(a)           Initial Term:  Twenty-four (24) months from the Closing Date;
provided, however, that if the Closing Date is extended by Purchaser in
accordance with Section 4.1 hereof, the term of the Lease may, at Seller’s
option, be shortened by the same number of days that Closing is extended past April 1,
2005.


 


19





















 


(b)           Annual Base Rent: 
[***]


 


(c)           Leased Premises: 
The following portions of the Real Property, as depicted on Schedule 10.1(c) attached
hereto:


 


(i)            all of Building 2; and


 


(ii)           the manufacturing (not office) portion of Building 4
(the “Building 4 Space”), which includes the portion of said premises used by
Seller for chip fabrication that is depicted on Schedule 10.1(c) hereto
(the “Chip Fab Space”).


 


(d)           Recapture of Building 4: 
Purchaser shall have the right to recapture all or portions of the Building
4 Space.  For those portions of the Building
4 Space not included in the Chip Fab Space, Purchaser shall give Seller no less
than sixty (60) days written notice of Purchaser’s intent to recapture such
premises.  For the Chip Fab Space,
Purchaser shall give Seller no less than eighteen (18) weeks written notice of
its intent to recapture such space. 
Seller may extend such notice period for recapture of the Chip Fab Space
an additional four (4) weeks by written notice to Purchaser given within
the initial eighteen (18) week period. 
Upon expiration of the applicable notice period (as the same may be
extended), Seller shall deliver possession of the recaptured premises to
Purchaser in the condition required by Section 4.8, hereof and the lease
of such premises shall thereupon terminate.


 


(e)           Access and Use Rights:  Seller shall have the right to reasonable use of other
portions of the Buildings as necessary to access the Leased Premises.  Seller shall also have the right to access
the Central Utilities Plant and the Command Center in order to operate the
Leased Premises and to perform its obligations under the Lease, which space
shall be considered common area.  Seller
shall also have the right to reasonable use, in common with Purchaser and other
tenants, the dock area and the auditorium in Building 1, and shall coordinate
such use with Purchaser.  Seller’s access
and use rights generally set forth herein shall be subject to further
refinement and clarification, and to reasonable rules and restrictions
concerning the joint use thereof by the parties and future tenants of the
Buildings, as may be set forth in the Lease. The intention of
these access and use rights is to permit Seller (or its assignee) to continue to
use the Leased Premises in substantially the same manner as is currently the
case and as is reasonably necessary to operate its business.


 


(f)            Utilities/Operating Expenses: 
Seller shall pay for all utilities and services directly relating to its
use and occupancy of the Leased Premises during the Lease term.  Landlord shall be responsible for all other
utilities and services for the remainder of the Buildings.  The parties agree to reasonably cooperate
with each other in an effort to minimize utility and other operating
costs.  Anything to the contrary in the
foregoing notwithstanding, the parties agree to allocate the utility and other
operating costs as set forth on Schedule 10.1(f) attached hereto (the
“Cost Allocation”).  Each party shall be
responsible for the total amount of


 










*** Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


20





















 


all cost items allocated to it on the Cost
Allocation, which shall not be limited by the estimated amounts set forth
thereon.  For the “Shared Costs” set
forth on the Cost Allocation, Seller shall be responsible for such costs during
the initial Lease term, subject to payment by Purchaser of its fixed allocated
amount of $13,388 per month ($160,656 annually) (“Purchaser’s Allocation”),
which shall be paid by Purchaser to Seller in the form of a credit against
monthly Base Rent payable under the Lease; provided, however, that in the event
Seller (i) occupies any portion of the Building 4 Space, or (ii) has
not removed its furniture, fixtures, or equipment from the Property (except for
the Leased Premises) in accordance with Section 4.8 hereof, six (6) months
following the Closing Date, Purchaser’s Allocation shall be reduced to $0 until
such time as Seller vacates all of the Building 4 Space and/or removes such
furniture, fixtures, and equipment, as the case may be, at which time Seller
shall again receive the monthly credit for Purchaser’s Allocation.  Upon occupancy of any portion of the Buildings
by a tenant other than Seller, Seller’s allocated share of the Shared Costs
shall be equitably apportioned between Seller and such tenant(s), considering
the nature and extent of their respective use of such utilities or services.  Upon occupancy of any portion of the
Buildings by a tenant other than Seller, Purchaser or Seller shall have the
right to separately meter any utilities serving the Leased Premises, at its
sole cost and expense, in which event Seller shall only be responsible for the
cost of such metered utilities actually used in the Leased Premises, and not
the amount allocated for such utilities by the Cost Allocation.


 


(g)           Maintenance and Repair: Seller shall maintain and repair,
at its sole cost and expense, the HVAC systems serving the Leased Premises
(including all special air handling equipment used in connection with its
processing activities on the Leased Premises), and all damage caused by Seller
to the Leased Premises during the term of the Lease.  Except as set forth in the Cost Allocation, Purchaser
shall maintain, repair, and replace, at its sole cost and expense, the
following items during the Lease term, the cost of which shall not be passed
through to Seller under the Lease (except during any renewal term(s)): (a) all
structural elements and the foundation of the Leased Premises; (b) the
roof; and (c) all other maintenance, repair, and replacement expenses not
specifically allocated to Seller herein.


 


(h)           Insurance: 
Seller shall at all times during the Lease term maintain general
commercial liability insurance in an amount not less than $2,000,000 per
occurrence.  Purchaser shall at all times
be responsible to maintain, at its sole cost and expense, casualty insurance
coverage on the Leased Premises for the full replacement cost thereof.


 


(i)            Taxes:  Purchaser shall be responsible for all taxes due on
the Property (including the Leased Premises) from and after the Closing Date
(except during any renewal term(s)). 
Seller shall have the right, at its sole cost and expense, to pursue any
refund of any charges applicable to periods prior to the Closing Date.  Purchaser agrees to reasonably cooperate with
Seller, at no cost or expense to Purchaser, with respect to the same.  Should any tax appeal be successful or any
other cost saving measure as it pertains to the Property be achieved for
periods prior to the Closing Date, such savings will inure solely to the
benefit of Seller.


 


(j)            Renewal Options:  Provided that Seller (or its assignee of the Lease) is
not then in default under the Lease and has not failed to timely pay (after any
applicable grace or notice period) any installment of Base Rent during the
initial Lease term,


 


21





















 


Seller (or its assignee) shall have one of
the following two renewal options with respect to the Leased Premises:


 


(1)           One (1), five (5) year renewal option,
exercisable on six (6) months advance written notice, on the same terms
set forth above except that rent, utilities, and operating expenses payable
during such renewal term shall be as follows:


 


	
  1st Year

  	
   

  	
  [***]/sq. ft. NNN

  
	
  2nd Year

  	
   

  	
  [***]/sq. ft NNN

  
	
  3rd Year

  	
   

  	
  [***]/sq. ft. NNN

  
	
  4th Year

  	
   

  	
  [***]/sq. ft. NNN

  
	
  5th Year

  	
   

  	
  [***]/sq. ft. NNN.

  



 


OR


 


(2)           five (5), two (2) year renewal options,
exercisable on six (6) months advance written notice, on the same terms
set forth above except that rent, utilities, and operating expenses payable
during such renewal term(s) shall be as follows:


 


	
  1st Renewal Term

  	
   

  	
  [***]/sq. ft. NNN

  
	
  2nd Renewal Term

  	
   

  	
  [***]/sq. ft NNN

  
	
  3rd Renewal Term

  	
   

  	
  [***]/sq. ft. NNN

  
	
  4th Renewal Term

  	
   

  	
  [***]/sq. ft. NNN

  
	
  5th Renewal Term

  	
   

  	
  [***]/sq. ft. NNN.

  



 


The foregoing notwithstanding, Seller (or its
assignee) shall have the right to convert the third (3rd), fourth (4th),
and fifth (5th) two (2) year renewal options set forth above to
one (1) year options, upon giving Purchaser twelve (12) months notice
prior to exercising each such one (1) year option.  Upon Seller’s conversion of any of the third
(3rd), fourth (4th), or fifth (5th) options to
a one (1) year option, each successive option shall thereafter
automatically be converted to a one (1) year option.


 


(k)           Surrender of Leased Premises: 
Upon the expiration or earlier termination of the Lease, Seller shall
surrender the Leased Premises in the condition required by Section 4.8
hereof, free and clear of all equipment, trade fixtures and personal property
of Seller (and Seller shall repair any damage caused by the removal of such
items).  The foregoing notwithstanding,
Seller shall have a reasonable period of time after Purchaser’s recapture of
any portion of the Leased Premises in accordance with Section 10.1(d) hereof
in which to remove its furniture, fixtures, and equipment from the recaptured
premises.


 


(l)            Assignment:  Seller shall have the absolute right to assign the
Lease in connection with the sale of Seller’s optoelectronics business without
the consent of, but


 










*** Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


22





















 


upon notice to, Purchaser.  Seller’s assignee may further assign the
Lease only upon Purchaser’s prior written consent, which consent shall not
unreasonably be withheld, conditioned, or delayed.


 


(m)          Negotiation of Lease:  Seller and Purchaser shall negotiate in good faith the
form of Lease within the Lease Approval Period as contemplated by Section 3.5
hereof, which form shall incorporate the terms set forth above and shall
otherwise contain such other terms as are customarily contained in commercial
leases of this nature, taking into consideration, the size, use and location of
the premises, as well as such other terms as may be mutually agreed upon by the
parties.  Upon approval of the form of
Lease, the parties shall designate their approval thereof in writing and the
form shall be attached as Exhibit F
hereto.


 


(n)           Guaranty:  Seller’s obligations to pay Base Rent under the Lease
for the initial twenty-four month term thereof shall be guaranteed by TQS.  Upon any assignment of the Lease, Purchaser
agrees to release TQS from such guaranty, provided that the Lease assignee or
any other guarantor has a net worth equal to or greater than that of TQS as of
the Closing Date.  TQS shall not guaranty
any obligations under the Lease during any renewal term(s).


 


IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the
Effective Date.


 


 


	
  SELLER:

  	
  PURCHASER:

  	 

	
   

  	
   

  	 

	
  TRIQUINT OPTOELECTRONICS, INC.

  	
  ANTHEM PARTNERS, LLC

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  By:

  	
  /s/ RAYMOND A. LINK

  	
   

  	
  By:

  	
  /s/ LAWRENCE J. STUARDI

  	
   

  	 

	
  Name:

  	
  Raymond A. Link

  	
   

  	
  Name:

  	
  Lawrence J. Stuardi

  	
   

  
	
  Title:

  	
  V.P Finance and
  Administration and CFO

  	
   

  	
  Title:

  	
  President

  	
   

  
											



 


23





















 


LIST OF EXHIBITS


 


EXHIBITS


 


	
  EXHIBIT A

  	
   

  	
  -

  	
   

  	
  Legal Description of the Real Property

  
	
  EXHIBIT B

  	
   

  	
  -

  	
   

  	
  Form of Special Warranty Deed

  
	
  EXHIBIT C

  	
   

  	
  -

  	
   

  	
  Form of Bill of Sale

  
	
  EXHIBIT D

  	
   

  	
  -

  	
   

  	
  Form of Assignment and Assumption of Contracts

  
	
  EXHIBIT E

  	
   

  	
  -

  	
   

  	
  Form of FIRPTA Certificate

  
	
  EXHIBIT F

  	
   

  	
  -

  	
   

  	
  Form of Lease

  



 





















 


EXHIBIT A


 


Legal
Description of the Real Property


 


ALL
THAT CERTAIN tract of land located in Upper Macungie Township, Lehigh County,
Pennsylvania, known as LOT 3 as shown on and described in accordance with a
Minor Subdivision Plan for Agere Systems, Inc., prepared by Barry Isett &
Associates, Inc., Trexlertown, Pennsylvania, dated October 22, 2001,
last revised February 20, 2002 and recorded in Lehigh County Document ID No. 7025857;
Document ID No. 7025858; Document ID No. 7025859, on August 28, 2002
and Document ID No. 7049646 on Dec. 13, 2002, bounded and described
as follows to wit:


 


BEGINNING
at the intersection of the northerly ultimate right-of-way line of  S.R. 0222 (100 foot right-of-way and the
easterly property line of Lot 1 as shown on aforesaid Minor Subdivision Plan;
thence along the lands of said Lot 1 the following seven (7) courses and
distances (1) North 16 degrees 30 minutes 00 seconds East, 177.27 feet; (2) Along
a circular curve to the right, having a radius of 530.00 feet and a central
angle of 28 degrees 10 minutes 08 seconds (chord bearing and distance of North
30 degrees 35 minutes 04 seconds East, 257.95 feet), the arc length of 260.57
feet; (3) North 44 degrees 40 minutes 08 seconds East, 55.66 feet (4) Along
a circular curve to the right, having a radius of 418.06 feet and a central
angle of 38 degrees 58 minutes 58 seconds (chord bearing and distance of North
25 degrees 51 minutes 23 seconds West 278.75 feet), the arc length of 284.20
feet; (5) North 06 degrees 22 minutes 55 seconds West, 105.56 feet; (6) Along
a circular curve to the left, having a radius of 275.00 feet and a central
angle of 87 degrees 16 minutes 23 seconds (chord bearing and distance of North
50 degrees 01 minute 06 seconds West, 379.55 feet), the arc length of 418.88
feet; (7) North 03 degrees 39 minutes 18 seconds West, 50.00 feet to the
southerly ultimate right-of-way line of Haas Hill Road (60 foot right-of-way);
thence along said southerly ultimate right-of-way line of Haas Hill Road the
following sixteen (16) courses and distances; (1) North 86 degrees 20 minutes
42 seconds East, 558.25 feet; (2) North 86 degrees 35 minutes 18 seconds
East, 572.50 feet; (3) Along a circular curve to the right, having a radius
of 1,155.00 feet and a central angle of 06 degrees 51 minutes 26 seconds (chord
bearing and distance of South 89 degrees 58 minutes 59 seconds East, 138.15),
the arc length of 138.23 feet; (4) South 86 degrees 33 minutes 16 seconds
East, 348.58 feet (5) Along a circular curve to the left, having a radius
of 830.00 feet and a central angle of 03 degrees 29 minutes 59 seconds (chord
bearing and distance of South 88 degrees 18 minutes 16 seconds East, 50.69
feet), the arc length of 50.70 feet; (6) South 89 degrees 56 minutes 44
seconds East, 206.85 feet; (7) Along a circular curve to the right, having
a radius of 755.00 feet and a central angle of 24 degrees 08 minutes 38 seconds
(chord bearing and distance of South 77 degrees 58 minutes 57 seconds East,
315.80 feet), the arc length of 318.15 feet (8) South 65 degrees 54
minutes 39 seconds East, 682.47 feet; (9) Along a circular curve to the
left, having a radius of 1,280.00 feet and a central angle of 02 degrees 13
minutes 29 seconds (chord bearing and distance of South 67 degrees 01 minutes
24 seconds East, 49.70 feet), the arc length of 49.70 feet; (10) South 68
degrees 08 minutes 09 seconds East, 431.15 feet, (11) Along a circular curve to
the right, having a radius of 230.00 feet and a central angle of 34 degrees 33
minutes 46 seconds (chord bearing and distance of South 50 degrees 51 minutes
14 seconds East, 136.65 feet), the arc length of 138.74 feet; (12) Along a
circular curve to the left, having a radius of 318.34 feet and a central angle
of 29 degrees 51 minutes 07 seconds (chord bearing and distance of South 48
degrees 29 minutes 53 seconds East, 163.99 feet); the arc length


 





















 


of
165.86 feet; (13) South 63 degrees 25 minutes 27 seconds East, 406.25 feet;
(14) South 62 degrees 09 minutes 53 seconds East, 329.07 feet; (15) Along a
circular curve to the left, having a radius of 2,130.00 feet and a central
angle of 03 degrees 43 minutes 28 seconds (chord bearing and distance of South
64 degrees 01 minute 37 seconds East, 138.43 feet), the arc length of 138.46
feet; (16) South 65 degrees 53 minutes 21 seconds East, 191.84 feet to the
westerly property line of lands of Ralph C. Derr; thence along said lands of
Ralph C. Derr the following five (5) courses and distances; (1) South
24 degrees 44 minutes 28 seconds West, 168.94 feet; (2) South 66 degrees
31 minutes 26 seconds East 70.70 feet; (3) South 24 degrees 57 minutes 00
seconds West, 89.86 feet; (4) South 71 degrees 58 minutes 50 seconds East,
92.88 feet; (5) North 70 degrees 46 minutes 14 seconds East, 173.55 feet
to the westerly property line of Lot 2 as shown on aforesaid Minor Subdivision
Plan; thence along said property line of Lot 2, South 16 degrees 29 minutes 13
seconds West, 971.56 feet to the aforesaid northerly ultimate right-of-way line
of S.R. 0222 (100 foot right-of-way); thence along said northerly ultimate
right-of-way line of S.R. 0222, North 73 degrees 30 minutes 47 seconds West,
457.51 feet to the easterly property line of lands of Verna A. Seagreaves;
thence along said lands of Verna A. Seagreaves the following three (3) courses
and distances; (l) North 16 degrees 29 minutes 04 seconds East, 130.01 feet; (2) North
73 degrees 29 minutes 16 seconds West, 193.10; (3) South 03 degrees 12
minutes 45 seconds West, 134.01 feet to the aforesaid northerly ultimate
right-of-way line of S.R. 0222, thence along said right-of-way line, North 73
degrees 30 minutes 00 seconds West 3717.44 feet to the point of beginning.


 


Together
with those certain rights of ways and easements set forth in Deed dated
1/4/1985 and recorded 6/6/1986 in Deed Book 1373 page 296 and in Deed
dated 8/10/1972 and recorded 8/18/1972 in Misc. Book 361 page 625.


 





















 


EXHIBIT B


 


Form of
Special Warranty Deed


 


[Not Yet Drafted]


 





















 


EXHIBIT C


 


Form of
Bill of Sale


 


KNOW ALL
MEN BY THESE PRESENTS, that                                                      ,
a                                                               (the
“Seller”), for and in consideration of the sum of Ten Dollars and other
valuable consideration to it in hand paid by,                                               (the
“Purchaser”), the receipt and sufficiency of which are hereby acknowledged,
hereby sells, assigns, transfers and conveys unto said Purchaser any and all of
Seller’s right, title and interest in and to the Personal Property, AS IS,
WHERE IS, and without representation of any kind, without warranty of title or
use, and without warranty, express or implied, of merchantability or fitness
for a particular purpose, except as set forth in the Purchase and Sale
Agreement dated as of [                            ],
2005, between Seller and Purchaser. 
Terms used herein, which are not otherwise defined herein, shall have
the meaning set forth in the Purchase and Sale Agreement.


 


TO HAVE
AND TO HOLD all of said Personal Property unto Purchaser, its
successors and assigns, to its own use forever.


 


IN
WITNESS WHEREOF, Seller has executed this Bill of Sale as of
the              day
of                       ,
2005.


 


 


	
   

  	
   

  	
  ,

  
	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 





















 


EXHIBIT D


 


Form of
Assignment and Assumption of Contracts and Intangibles


 


This ASSIGNMENT AND ASSUMPTION OF CONTRACTS (the “Assignment’) is
made as of the              day
of                   ,
2005, between                                                   (the
“Assignor”), and                                                                       (the
“Assignee”)


 


For and in
consideration of the sum of Ten Dollars ($10.00) and other valuable
consideration to it in hand paid by Assignee to Assignor, the conveyance by
Assignor to Assignee of all that certain real property commonly known as                                                           (the
“Property”), and the mutual covenants herein contained, the receipt and
sufficiency of the foregoing consideration being hereby acknowledged by the
parties hereto, Assignor hereby assigns, transfers, sets over and conveys to
Assignee all of Assignor’s right, title and interest, to the extent assignable,
in, to and under the contracts set forth on the attached Schedule 1
(the “Assumed Contracts”), the Warranties and Intangibles. Terms used herein,
which are not otherwise defined herein, shall have the same meaning as set
forth in the Purchase and Sale Agreement dated as of                                           ,
2004, by and between Assignor and Assignee.


 


Effective only
from and after the date hereof and by acceptance hereof, Assignee assumes and
agrees to be bound by and agrees to perform all of Assignor’s obligations
solely as the same are set forth in writing in the Assumed Contracts.


 


Assignee shall
indemnify and hold Assignor harmless from and against any actions, suits,
proceedings or claims, and all costs and expenses (including, without
limitation, reasonable attorneys’ fees incurred in connection therewith), based
upon or arising out of any breach or alleged breach of any of the Assumed
Contracts or out of any other statement of facts connection with the Assumed
Contracts occurring or alleged to have occurred after the date hereof. Assignor
shall indemnify and hold Assignee harmless from and against any actions, suits,
proceedings or claims, and all costs and expenses (including, without
limitation, reasonable attorneys’ fees incurred in connection therewith), based
upon or arising out of any breach or alleged breach of any of the Contracts or
out of any other statement of facts connected with the Contracts occurring or
alleged to have occurred up to and including the date hereof.


 


This Assignment
shall be binding upon and inure to the benefit of Assignor and Assignee and
their respective heirs, executors, administrators, successors and assigns.


 


This Assignment
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 





















 


IN WITNESS
WHEREOF, Assignor and Assignee have each executed this Assignment as of the
date first written above.


 


	
  ASSIGNOR:

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
												



 





















 


EXHIBIT E


 


Form of
FIRPTA Certificate

CERTIFICATE REGARDING FOREIGN INVESTMENT

IN REAL PROPERTY TAX ACT


 


(ENTITY TRANSFEROR)


 


Section 1445 of the
Internal Revenue Code provides that a transferee (purchaser) of a U.S. real
property interest must withhold tax if the transferor (seller) is a foreign person.  To inform the transferee (purchaser) that
withholding of tax is not required upon the disposition of a U.S. real property
interest by                                                                        ,
a                                                               (“Transferor”)
Transferor hereby certifies:


 


1.  Transferor
is not a foreign corporation, foreign partnership, foreign trust, or foreign
estate (as those terms are defined in the Internal Revenue Code and Income Tax
Regulations).


 


2.  Transferor’s Federal Employer Identification
Number is                                                .


 


3.  Transferor’s office address is:                                                                                                           .


 


4.  The address or description of the property
which is the subject matter of the disposition is                                                                             .


 


Transferor understands that this certification may be
disclosed to the Internal Revenue Service by transferee and that any false
statement contained herein could be punished by fine, imprisonment, or both.


 


Transferor declares that it has examined this
certification and to the best of its knowledge and belief, it is true, correct
and complete, and further declares that the individual executing this
certification on behalf of Transferor has full authority to do so.


 


	
   

  	
   

  	
  , a

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 





















 


EXHIBIT F


 


Form of Lease


 


 


[Not Yet Drafted]