ONLY AND IT
IS NOT INTENDED THAT SAID LEASE AGREEMENT BE INCORPORATED HEREIN OR FORM PART OF
THIS CREDIT.
DOCUMENTS MUST BE SENT TO US VIA OVERNIGHT COURIER (I.E. FEDERAL EXPRESS, UPS,
DHL OR ANY OTHER EXPRESS COURIER) AT OUR ADDRESS:
________________________________________
ATTENTION: ___________________________.
WE HEREBY ENGAGE WITH DRAWERS AND/OR BONAFIDE HOLDERS THAT DRAFT(S) DRAWN UNDER
AND NEGOTIATED IN CONFORMANCE WITH THE TERMS AND CONDITIONS OF THE SUBJECT
CREDIT WILL BE DULY HONORED ON PRESENTATION.
EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS LETTER OF CREDIT IS
SUBJECT TO THE "UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDIT (1993
REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500".
VERY TRULY YOURS,
AUTHORIZED OFFICIAL
80
Exhibit "A"
TO:
BANK
DATE:
RE: LETTER OF CREDIT ISSUED BY:
LETTER OF CREDIT NO.
ATTN:
AVAILABLE AMOUNT
GENTLEMEN:
FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:
_________________________
(NAME OF TRANSFEREE)
_________________________
(ADDRESS)
ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF
CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS
TRANSFER.
BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF
CREDIT ARE TRANSFERRED TO THE TRANSFEREE.
TRANSFEREE SHALL HAVE THE SOLE RIGHTS
AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS,
WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR
HEREAFTER MADE.
ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO THE TRANSFEREE
WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.
THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO
ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECT TO THE
TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.
YOURS VERY TRULY,
(BANK)
SIGNATURE OF
BENEFICIARY
AUTHORIZED SIGNATURE
81
EXHIBIT "J"
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
This Subordination, Non-Disturbance and Attornment Agreement (the "Agreement")
is dated as of the ___ day of __________, 200__, among New England Teamsters and
Trucking Industry Pension Fund, having a place of business at One Wall Street,
Burlington, Massachusetts 01803 ("Lender"), and
__________________________________________________________, under Declaration of
Trust dated ______________________ and recorded with the Middlesex South
Registry District of the Land Court as Document No. ___________, having a place
of business at c/o The Gutierrez Company, One Wall Street, Burlington,
Massachusetts 01803 ("Landlord" or "Borrower"), and Zoran Corporation, a
____________ Corporation, having a place of business at
__________________________ ("Tenant").
RECITALS
A.
Tenant is the tenant under a certain lease (the "Lease") dated
________ _, 200__ with Landlord, of premises described in the Lease (the
"Premises") located in a certain office building known as ________________
located in Burlington, County of Middlesex, Commonwealth of Massachusetts and
more particularly described in Exhibit A attached hereto and made a part hereof
(such office building, including the Premises, is hereinafter referred to as the
"Property").
B.
This Agreement is being entered into in connection with a mortgage
loan (the "Loan") made by Lender (or its predecessor in interest) to Landlord,
secured by, among other things: