IBM Credit Corporation
Installment Payment Master Agreement
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This Installment Payment Master Agreement (called the "Agreement")
covers the terms and conditions under which we finance various charges.
This Agreement has four parts:
Part 1 - Definitions;
Part 2 - Our Offerings;
Part 3 - Payment; and
Part 4 - General.
The specific amount financed, the interest rate charged, and the period
over which the amount is financed are together referred to as an
Installment Payment Transaction (called the "Transaction"). Each
Transaction is listed as a separate line item on a Supplement to this
Agreement. A Supplement may contain additional terms for its
Transactions. You agree to those terms by signing the Supplement. Each
Transaction is contingent upon a review of your credit by us.
This Agreement and its applicable Supplements are the complete
agreement regarding the Transactions and replace any prior oral or
written communications between both parties.
By signing below, both parties agree to the terms of this Agreement.
Once signed, any reproduction of this Agreement or a Supplement made by
reliable means (for example, photocopy or facsimile) is considered an
original.
Agreed to: Agreed to:
Petco Animal Supplies Inc IBM Credit Corporation
Stamford, Connecticut 06904-2399
By By
Authorized Signature Authorized Signature
Name (type or print): Name (type or print):
Date: Date:
Customer number: 7083749 Agreement number: 7116026
IBM Office number: pAH
Customer Address: IBM Office address:
0000 Xxxxx Xx. 0000 XXXXX XX XXX XXXXX XX
Xxx Xxxxx, XX 00000-0000 XXXXXXX XX 00000-0000
Page 1 of 6
IBM Credit Corporation
Installment Payment Master Agreement
Part I - Definitions
1.1 Definitions
Addition is any Machine or Program associated with a Machine
previously financed under this Agreement. Customer-set-up
Machine is an IBM Machine that you set up according to IBM
instructions. Date of Installation is the following:
1. for a Machine -
a. the business day after the day IBM installs it or, if
you defer installation, makes it available to you for
installation; or
b. the second business day after the end of the standard
transit allowance period for a Customer-set-up
Machine or a non-IBM Machine.
2. for a Program, the latest of -
a. the day after its testing period ends;
b. 10 days after ISIC4 ships it; or
C. the day you are authorized to make an Additional License
Copy or a copy of a Distributed Feature.
Machine is a machine, its features, conversions, upgrades,
elements, or accessories, or any combination of them. We use
the terms "IBM Machine" and "non-IBM Machine" if applicable.
Modification is any IBM field installable upgrade, feature or
accessory added to any Machine. Planning Date is the date
stated in the Supplement that financing for each Transaction
is scheduled to begin. For a Machine, it is the estimated date
the Machine will be put into service. For a Program, it is the
estimated Date of Installation. For all other financed
charges, it is the date you choose for the financing to begin.
Product is a Machine or a Program.
Program is all the following, including features and any whole
or partial copies:
1. machine-readable instructions;
2. a collection of machine-readable data, such as a data base;
and
3. related materials, including documentation and listings, in
any form.
Service is assistance or use of a resource (such as a
network).
Term is the number of payment periods stated in the
Supplement. The Term of a Transaction begins on the date
interest starts. It ends on the last day of the last payment
period. If you prepay a Transaction, its Term ends when you
complete the prepayment.
You and Your refer to you, the Customer. You must be a
commercial business.
We, Us and Our refer to:
1. IBM Credit Corporation (IBM Credit), a wholly owned
subsidiary of International Business Machines Corporation
(IBM)-
2. a partnership in which IBM Credit is a partner, or
3. a business enterprise for which IBM Credit is an agent.
IBM Credit will remain as the active manager for all matters
under this Agreement.
Page 2 of 6
IBM Credit Corporation
Installment Payment Master Agreement
Part 2 - Our Offerings
2-1 Machines
We finance charges for Machines you purchase from IBM or us.
For a Machine we finance, you agree to:
1. keep the Machine free from encumbrances of any kind,
except those established by us under this Agreement, or
by you with our prior written consent;
2. promptly pay all taxes, interest, and other charges
associated with the Machine, excluding taxes based on
our net income; and
3. keep the Machine in good operating condition.
2.2 Modifications and Additions
We finance charges for Modifications and Additions you
purchase from IBM or us. For Modifications and Additions we
finance, you agree to:
1. ensure that the Machine with which the Modifications
and Additions will be associated is free from
encumbrances of any kind, except those established by
us under this Agreement; and
2. keep modified Machines and Additions to them in
accordance with the requirements of Section 2.1.
We may offer to refinance a Machine when we finance a
Modification to it. Changes to the Annual Interest Rate,
Payment Amount, and Term will then be specified in a new
Supplement.
2.3 Other Charges
We finance one-time charges for IBM Programs and Services.
Your obligation to make payments is not affected by the
termination of any Service or license for a Program, unless
such termination occurs before the date interest starts.
We may agree to finance other one-time charges associated
with the installation of-IBM Products.
2.4 Discounts, Allowances and Adjustments
The purchase price or one-time charge we finance is the same
amount that you would have paid IBM or us after all
discounts and adjustments. If this amount changes after you
sign the Supplement and before the date interest starts, we
will adjust the Supplement accordingly and notify you.
Page 3 of 6
IBM Credit Corporation
Installment Payment Master Agreement
Part 3 - Payment
3.1 Your Obligation to Pay
You will pay all amounts specified in the Supplement.
Payment will be made through the IBM Branch Office unless we
notify you otherwise.
Your obligation to pay will continue regardless of any
dispute you may have with respect to the financed Products
or Services.
3.2 Interest Commencement
Unless otherwise specified in the Supplement, interest
starts on:
1. the date that payment of the purchase price or one-time
charge is due for Products and Services; or
2. the date we provide you the funding for all other
charges.
3.3 Invoicing
Payment Amounts for monthly payment periods are invoiced as
of the first day of each calendar month and are due on the
first day of the following month. When the interest
commencement date is not the first day of the calendar month
or when the initial Term will not expire on the last day of
the calendar month, the applicable Payment Amount will be
prorated on the basis of a 30-day month. In these cases, the
number of invoices will exceed the number of payment periods
specified in the Supplement.
Payment Amounts for all other payment periods (for example,
annual) are invoiced 30 calendar days before the end of
their payment period and are due on the day following the
close of the respective payment period.
3.4 Rate Protection
The Supplement states a Planning Date for each Transaction,
and one Quote Validity Date for all Transaction rates on the
Supplement. These rates are not subject to change provided
that:
1. the Supplement is signed and returned to us by the Quote
Validity Date; and
2. the Product is installed within the same calendar month
as its Planning Date.
3.5 Prepayment
We will not charge any loan origination fees. If you decide
to prepay a Transaction, you agree to pay us a prepayment
fee for our unrecovered administrative expense and changes
in funding costs. The Supplement describes how the
prepayment fee is determined. You may prepay any Transaction
by paying all outstanding amounts due plus the remaining
principal balance and any prepayment fee. If you prepay a
Transaction for a Machine, you must also prepay any
Transaction for related non-IBM charges.
3.6 Delinquent Payments
If you do not make a payment by its due date, you agree to
pay us, on demand, an additional 2% per month late charge or
the maximum allowed by law, whichever is less. The late
charge will accrue on a cumulative basis until the
outstanding payments and late charges are paid.
Page 4 of 6
IBM Credit Corporation
Installment Payment Master Agreement
Part 4 - General
4.1 Events of Default
You will be in default if:
1. you do not pay any amount within seven days after its
due date;
2. you fail to maintain insurance as required under this
Agreement;
3. you make any misrepresentation in a credit application
you give us;
4. you make an assignment for the benefit of creditors,
or you consent to the appointment of a trustee or
receiver, or either is appointed for you or for a
substantial part of your property without your
consent;
5. any petition or proceeding is filed by or against you
under any bankruptcy, insolvency, or similar law;
6. you breach any other provision of this Agreement and
that breach continues for fifteen days after you
receive written notice from us; or
7. you make a bulk transfer subject to the provisions of
the Uniform Commercial Code or otherwise dispose of
substantial assets without receiving equivalent value.
4.2 Remedies
If you are in default, we may do one or more of the
following:
1. declare the Transaction and all associated
Transactions to be in default;
2. recover from you all amounts that are or will be due;
3. repossess or render unusable any or all Machines,
Modifications, or Additions without demand, notice,
court order, or other process, and retain all payments
made as partial compensation for their use and
depreciation;
4. require you, at your expense, to assemble and ship
Addition to a location we specify-, and
5. recover from you reasonable attorney's fees and legal
expenses incurred in exercising any of our rights
under this Agreement.
If we repossess a Modification, it is your responsibility
to restore the, remaining Machine to good working order.
We have no liability for costs or damages caused by the
removal of such Modification or by your failure to
fulfill your responsibilities.
Upon repossession or return of a Machine, Modification
or Addition, we will dispose of it in a commercially
reasonable manner. After deducting our expenses for the
repossession and disposition, we will apply the net
proceeds toward the amounts due. You will pay us any
deficiency between the net proceeds and the unpaid
amounts due. We will pay to you any excess net proceeds.
We may pursue any other remedy available at law or in
equity.
4.3 Security Interest
We reserve a purchase money security interest in each
Machine we finance, its substitutions, replacements,
accessions, Modifications, Additions and any associated
proceeds until we receive all amounts due. You will
cooperate with us to perfect our security interest.
You authorize us to act as your agent and
attorney-in-fact for the limited purpose of preparing
executing in your name, and filing on your behalf,
financing statements or other document covering
Machines, Modifications, and Additions financed by us.
Each Machine must be kept at the location specified in
this Agreement, where we may Inspect it at any
reasonable time. Each Machine will remain personal
property, and will not become a fixture to real
property. Until your financial obligation on a
Transaction is satisfied, you may not modify or
otherwise dispose of the Machine, Modification, or
Addition, in whole or in part, without our prior written
consent.
Page 5 of 6
IBM CREDIT CORPORATION
North Castle Drive
Armonk, HY 10504-1785
914/499-1900
xxx.xxxxxxxxx.xxx.xxx
ADDENDUM TO INSTALLMENT PAMENT SUPPLEMENT
Installment Payment
Enterprise No. 7116026 Master Agreement No. 7116026
Customer No. 7083749 Supplement No. IDOO14924
We and PETCO ANIMAL SUPPLIES INC (You) agree that for the purposes of
the referenced Supplement only, the Installment Payment Master
Agreement between the parties is hereby modified as follows:
In the Introductory Section, in line 13 after "item" add "which
represents the Financing of all of the Machines, identified by
model and type and the related items as described in such line
item."
In Section 2.2 Modifications and Additions, delete the last two
sentences.
In Section 3.5 Prepayment, delete the last sentence and replace
with "If you prepay any Transaction specified on the Supplement
as Option I, you must also prepay any Transaction specified on
the Supplement as Option T."
In Section 4.2 Remedies in line 1, delete "associated".
In Section 4.3 Security Interest at the beginning of the Section
add the following new paragraph:
Lessee grants to Lessor a security interest in all of Lessee's
right, title and interest in and to, whether now owned or
hereafter acquired or existing, the following (Collateral): (a)
all equipment financed hereunder and specified on the invoices
attached to the Supplement, all parts thereof, accessions
thereto and documents therefor (including all hardware and all
other information processing equipment of every type and
description) (Machines) and, all proceeds of all of the
foregoing Collateral and, to the extent not otherwise included,
all payments under insurance or and indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise
with respect to any of the foregoing Collateral.
In Section 4.4 Insurance, in line 5 delete "If a Machine,
Modification or Additions suffers a Loss" and replace with "In
the event Machine Losses suffered under each Transaction
represent more than 5% of the total number of Machines that
comprise such Transaction."
NO CHANGES TO THIS ADDENDUM ARE AUTHORIZED
Oct 1, 1998 Addendum No. Q01636873-03
IBM Credit Corporation
In Section 4.5 Assignment and Relocation, in line 2 delete
"relocate". - in line 3 after consent, add the following new
seztence: "With prompt notification, you may relocate any Machine
under each Transaction provided the number of Machines relocated
under each Transaction does not represent more than 5% of the total
number of Machines that comprise such Transaction. Any relocation
of Machines which will cause the total number of Machines relocated
to exceed 5% of the total number of Machines that comprise such
Transaction, requires our prior written consent."
Prepared by: D DRIVER
Accepted by:
IBM Credit Corporation PETCO ANIMAL SUPPLIES INC
by
Authorized Signature Authorized Signature
Name (Type or Print) Date Name (Type or Print) Date
NO CHANGES TO THIS ADDENDUM ARE AUTHORIZED
Oct 1, 1998 Addendum No. Q01638973-03
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