exv10w1



 




EXHIBIT 10.1


COMERICA


Letter of Credit Division



	 	 	 	 	 
	 	 
	 	COMERICA BANK	 
	 	TELEX NO.: 3774155
	 	INTERNATIONAL TRADE SERVICES	 
	 	FAX NO.: 415-896-2982
	 	201 SPEAR ST., SUITE 200	 
	 	SWIFT: MNBDUS6S
	 	SAN FRANCISCO, CA 94105	 







LETTER OF CREDIT




IRREVOCABLE LETTER OF CREDIT




Comp Delaware LP

c/o W. P. Carey & Co.

50 Rockefeller Plaza, 2nd Floor

New York, NY 10020

Attn: Director, Asset Management



Ladies and Gentlemen:



               At the request and on the instructions of our customer, Safeguard
Delaware, Inc. (the “Applicant”), we hereby establish in your favor this
Irrevocable Letter of Credit No. 595705-41 (the “Letter of Credit”) in the
maximum available amount of $6,336,198.00 (Six Million Three Hundred Thirty-Six
Thousand One Hundred Ninety Eight and 00/100 U.S. Dollars) (the “Maximum
Amount”). This Letter of Credit is effective immediately and shall have a
minimum term of one year from the date hereof (the “Initial Term”). This
Letter of Credit shall expire on September 30, 2005, unless automatically
extended pursuant to the following sentence. This Letter of Credit shall be
automatically extended for an additional period of one (1) year from the
present, or any future expiration date, but not beyond March 19, 2019 (the
“Expiration Date”), unless we send you written notice at the above address by
certified mail, return receipt requested, or nationally recognized overnight
courier at least thirty (30) days prior to the then applicable expiration date
that the Letter of Credit will not be extended by us. Notwithstanding any
extension provided for above, this Letter of Credit will not be extended beyond
March 19, 2019, and shall expire on, the Expiration Date. At least thirty (30)
days prior to the Expiration Date, we will send you written notice at the above
address by certified mail, return receipt requested, or nationally recognized
overnight courier of the expiration of this Letter of Credit.



               Funds under this Letter of Credit will be made available to you against
receipt by us of (1) a sight draft in the form of Annex A attached hereto and
(2) your drawing certificate in the form of Annex B attached hereto, in each
case appropriately completed and purportedly signed by one of your authorized
officers.



               Presentation of any such sight draft and drawing certificate shall be made
at our office located at 201 Spear Street, Suite 200, San Francisco, CA 94105,
Attention: International Trade Services, telecopy number (415) 896-2982, during
our banking hours of 8:00 a.m. Pacific Standard Time to 3:00 p.m. Pacific
Standard Time.



               If a sight draft and drawing certificate are presented hereunder by sight
as permitted hereunder by 11:00 a.m., Pacific Standard Time, and provided that
such sight draft and drawing certificate conform to the terms and conditions of
this Letter of Credit, payment shall be made to



 









 





COMERICA




Letter of Credit Division


you, or to your designee, of the amount specified, in immediately available
funds, not later than 3:00 p.m., Pacific Standard Time, on the next business
day. If a sight draft and a drawing certificate are presented by you hereunder
after the time specified above, and provided that such sight draft and drawing
certificate conform to the terms and conditions of this Letter of Credit,
payment shall be made to you, or to your designee, of the amount specified, in
immediately available funds, not later than 3:00 p.m., Pacific Standard Time,
on the second business day. If a demand for payment made by you hereunder does
not, in any instance, conform to the terms and conditions of this Letter of
Credit, we shall send you notice within one business day that the demand for
payment was not effected in accordance with the terms and conditions of this
Letter of Credit, stating the reasons therefor and that we will upon your
instructions hold any documents at your disposal or return the same to you.
Upon being notified that the demand for payment was not effected in conformity
with this Letter of Credit, you may attempt to correct any such non-conforming
demand for payment to the extent that you are entitled to do so and within the
validity of this Letter of Credit




               Partial drawings are allowed under this Letter of Credit. Any drawing
under this Letter of Credit will be paid from our general funds and not from
funds or collateral deposited with or for our account by the Applicant, or
pledged with or for our account by the Applicant.



               This Letter of Credit is transferable and notwithstanding Article 48 of
the Uniform Customs (as defined below), this Letter of Credit may be
successively transferred. Transfer of this Letter of Credit to a transferee
shall be effected only upon the presentation to us of the original of this
Letter of Credit accompanied by a certificate in the form of Annex C. Upon
such presentation we shall transfer the same to your transferee or, if so
requested by your transferee, issue a letter of credit to your transferee with
provisions consistent with, and substantially the same as, this Letter of
Credit. Our transfer charges, if any, are for the account of Applicant.



               Upon our honoring any presentation made under this Letter of Credit, the
amount available under this Letter of Credit shall be reduced by an amount
equal to the amount paid in respect to such presentation. In no case shall the
amount paid under this Letter of Credit exceed, in the aggregate, the Maximum
Amount.



               This Letter of Credit shall be subject to the Uniform Customs and Practice
for Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500 (the “Uniform Customs”), which is incorporated into the
text of this Letter of Credit by this reference. This Letter of Credit shall
be deemed to be issued under the laws of the State of New York and shall be
governed by and construed in accordance with the laws of the State of New York
with respect to matters not governed by the Uniform Customs and matters on
which the Uniform Customs and the laws of the State of New York are
inconsistent.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	By:	 	/s/ Danita D. Cherry

	 
	 	 	 	
 
	 
	 	Name:	 	DANITA D. CHERRY

	 
	 	 	 	
 
	 
	 	Title:	 	VICE PRESIDENT

	 
	 	 	 	
 







 









 





COMERICA


Letter of Credit Division


ANNEX A


SIGHT DRAFT


[Date]


At Sight


               Pay
to the order of [BENEFICIARY] the sum of                                                           and      /100 Dollars
($                                      ) drawn on Comerica Bank, as issuer of its Irrevocable Letter of Credit No. 595705-41 dated October 1, 2004.



	 	 	 	 	 
	 	 	[BENEFICIARY]
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	By:	 	 
	 
	 	 	 	
 
	 
	 	Name:	 	 
	 
	 	 	 	
 
	 
	 	Title:	 	 
	 
	 	 	 	
 







 









 





COMERICA


Letter of Credit Division


ANNEX B


DRAWING CERTIFICATE


[Date]


Comerica Bank

201 Spear Street, Suite 200

San Francisco, CA 94105

Attention: International Trade Services



			
	Re: 	 	Irrevocable Letter of Credit No. 595705-41 (the “Letter of Credit”) For the Account of Safeguard Delaware, Inc. (the “Applicant”)





Ladies and Gentlemen:



               The undersigned,                                        (the “Beneficiary”) hereby certifies that:



               1.           The Beneficiary is entitled to draw the Letter of Credit by reason of
the following condition (mark only one):




	 	                   	 	 An Event of Default, as defined in under the Lease Agreement
dated March 31, 1999 by and between CompuCom Systems, Inc.,
as tenant, and Comp Delaware LP, as landlord, for the
property located at 7171 Forest Lane, Dallas TX, as amended
by that certain First Amendment to Lease Agreement dated May
27, 2004 (the “Lease”) has occurred and is continuing.
	 
	 	                   	 	We have received notice that the Letter of Credit will not be
renewed for an additional one-year term.




               2.           Please direct payment under the Letter of Credit by wire transfer to:


[Depository Bank]

[Depository Bank Address]

ABA No.                                   

Acct. No.                                   


               IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate.



	 	 	 	 	 	 	 
	 	 	[BENEFICIARY]
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	 
	 
	 	 	 	 	 	
 
	 
	 	 	 	Name:	 	 
	 
	 	 	 	 	 	
 
	 
	 	 	 	Title:	 	 
	 
	 	 	 	 	 	
 






		
	cc: 	Safeguard Delaware, Inc. c/o Safeguard Scientifics, Inc., ATTN: Chief Financial Officer,
800 The Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087
 [TENANT — at Tenant’s notice address in Lease]





 









 





COMERICA




Letter of Credit Division



ANNEX C




NOTICE OF TRANSFER




[Date]




Comerica Bank

201 Spear Street, Suite 200

San Francisco, CA 94105

Attention: International Trade Services




			
	Re: 	 	Irrevocable Letter of Credit No. 595705-41 (the “Letter of Credit”) For the Account of Safeguard Delaware, Inc. (the “Applicant”)




Ladies and Gentlemen:


               You are hereby directed to transfer and endorse the Letter of Credit to
                                                          (the “Transferee”) or to issue in accordance
with the terms of the Letter of Credit, a new letter of credit to the
Transferee having the same terms as the Letter of Credit.



               We submit herewith for endorsement or cancellation the original of the
Letter of Credit.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	[BENEFICIARY]
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	By:	 	 
	 
	 	 	 	
 
	 
	 	Name:	 	 
	 
	 	 	 	
 
	 
	 	Title: