1
EXHIBIT 10.22
Equipment Schedule No. 1
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Dated as of December 7, 1994
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To Master Lease dated December 7, 1994
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Acceptance Date 12/28/94
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Commencement Date 12/29/94
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Equipment Schedule to MASTER LEASE AGREEMENT dated as of
_______________________ between THE CIT GROUP/EQUIPMENT FINANCING, INC., as
Lessor and CRYSTAL MOUNTAIN, INC. as Lessee.
----------------------
This Equipment Schedule is entered into pursuant to the Master Lease
Agreement. All the terms and conditions of the Master Lease Agreement are
hereby incorporated herein and made a part hereof. In the event of a conflict
between the Master Lease Agreement and this Equipment Schedule, the provisions
of this Equipment Schedule shall prevail.
1. EQUIPMENT DESCRIPTION:
Cost
Quantity Manufacturer Model/Feature Serial Number Description Per Unit
-------- ------------ ------------- ------------- ----------- --------
See Schedule "A" consisting of 1 page attached hereto and made a part hereof.
2. LESSOR'S AGGREGATE COST OF EQUIPMENT. $190,250.00
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3. EQUIPMENT LOCATION. One Crystal Mountain Blvd.,
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Xxxxxxx Xxxxxxxx, XX 00000
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4. ACCEPTANCE: Lessee confirms that (a) the Equipment described herein has
been delivered to it in good working order and condition, and has been
inspected and accepted by Lessee as of the Acceptance Date set forth above,
(b) no Event of Default exists, (c) no Event of Default will be caused by
the execution of this Schedule, (d) all Lessee's representations and
warranties are true and correct, and (e) the terms and provisions of the
Master Lease are hereby incorporated by reference and reaffirmed.
5. LEASE TERM.
a. INTERIM LEASE TERM. The interim term of the lease of the Equipment
shall commence on the Acceptance Date and shall continue until the
commencement of the Primary Lease Term defined below.
b. PRIMARY LEASE TERM. The primary term of the lease of Equipment shall
commence on the Commencement Date and shall continue for a term of
41 months from such Commencement Date.
--
6. RENT PAYMENTS.
a. INTERIM RENT. The rent for each item of Equipment during the Interim
Lease Term shall be an amount equal to 1/30th of the Primary Rent (defined
below) multiplied by the number of days from and including the Acceptance
Date to the Commencement Date which amount shall be payable on the
Commencement Date.
b. PRIMARY RENT. See attached Primary Rent Rider.
7. STIPULATED LOSS VALUES. The Stipulated Loss Values, expressed as a
percentage of Lessor's cost of the Equipment, are set forth in Exhibit A
attached hereto. The Stipulated Loss Value with respect to any item of
Equipment as of any rent payment date shall be an amount determined by
multiplying Lessor's cost of the item by the applicable percentage set
forth on Exhibit A. Any Stipulated Loss Value determined as of a date after
the final rent payment date will be determined by using the percentage for
the final rent payment date.
8. RETURN, OPERATION, MAINTENANCE, ADDITIONS. The return operation,
maintenance and additions provisions applicable to the Equipment are set
forth in Rider A attached hereto.
9. DEPRECIATION TAX ASSUMPTIONS. Equipment has a recovery period of 7 years.
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10. NONREFUNDABLE PROCESSING/ORIGINATION FEE payable to The CIT Group/
Equipment Financing, Inc. $475.00
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11. ADDITIONAL PROVISIONS:
See attached Rider B consisting of 2 pages attached hereto and made a part
hereof.
IN WITNESS WHEREOF, this Equipment Schedule has been signed as of the date set
forth above.
LESSOR: LESSEE:
THE CIT GROUP/EQUIPMENT FINANCING, INC. CRYSTAL MOUNTAIN, INC.
By: /s/ J.R. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------- --------------------------------
J.R. Xxxxxx Xxxxxx X. Xxxxxxx
--------------------------------------- ------------------------------------
Print or Type Name Print or Type Name
Title: Agent Title: President
-------------------------------- -----------------------------
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Exhibit A to Schedule 1 to Master Lease
Dated December 7, 1994 between THE CIT GROUP/
EQUIPMENT FINANCING, INC., as Lessor and
CRYSTAL MOUNTAIN, INC., as Lessee.
Stipulated Loss Values
Month of Percentage of
Term Lessor's Cost
-------- -------------
1 118.1%
2 114.0
3 109.8
4 105.6
5 101.4
6 102.1
7 102.7
8 103.4
9 104.0
10 104.7
11 105.3
12 106.0
13 101.7
14 97.5
15 93.2
16 88.8
17 84.4
18 84.9
19 85.4
20 85.9
21 86.4
22 86.9
23 87.4
24 87.9
25 83.5
26 79.1
27 74.6
28 70.1
29 65.6
30 65.9
31 66.2
32 66.6
33 66.9
34 67.3
35 67.6
36 68.0
37 63.4
38 58.9
39 54.3
40 49.6
41 45.0
LESSOR: LESSEE:
THE CIT GROUP/EQUIPMENT FINANCING, INC. CRYSTAL MOUNTAIN, INC.
By: /s/ X. X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------- ------------------------------------
X. X. Xxxxxx Xxxxxx X. Xxxxxxx
--------------------------------------- ----------------------------------------
Print or Type Name Print or Type Name
Title: Agent Title: President
-------------------------------- ---------------------------------
3
CRYSTAL MOUNTAIN, INC.
Notorization attachment to the
Master Lease
Subscribed and sworn before me this 7th day of December, 1994.
Notary public in and for the State of Washington residing in Xxxxxx County.
My commission expires July 6, 1998.
/s/ XXXX XXXXX
------------------------------
NOTARY PUBLIC
XXXX XXXXX
STATE OF WASHINGTON
MY COMM EXPIRES JUL 6, 1998
4
CRYSTAL MOUNTAIN, INC.
Notarization attachment to the
Secretary's Certificate
Subscribed and sworn before me this 7th day of December, 1994.
Notary Public in and for the State of Washington residing in Xxxxxx County. My
commission expires July 6, 1998.
/s/ Xxxx Xxxxx
-------------------------------
NOTARY PUBLIC
XXXX XXXXX
STATE OF WASHINGTON
MY COMM EXPIRES JUL 6, 1998
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SECRETARY'S CERTIFICATE
I, XXXXXXXX X. HARD, do hereby certify that I am Secretary of CRYSTAL
MOUNTAIN, INC., a corporation duly organized and existing under the laws of the
State of WASHINGTON ("Corporation"); that I am the keeper of the seal of the
Corporation and corporation records, including without limitation, the Charter,
By-Laws and the minutes of the Board of Directors of the Corporation; that the
following is an accurate and compared transcript of the resolutions contained
in the minute book of the Corporation which resolutions were duly adopted and
ratified at a meeting of the Board of Directors of the Corporation duly
convened and held in accordance with the By-Laws and Charter of the Corporation
on the 7th day of December, 1994, at which time a quorum was present and acted
throughout; and that said resolutions have not in any way been modified,
repealed or rescinded, but are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is hereby authorized
and empowered in the name and on behalf of this Corporation to enter into
one or more lease agreements with The CIT Group/Equipment Financing, Inc.
(hereinafter called "CIT") concerning personal property leased to the
Corporation; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that any of the aforesaid officers, or his or her duly
elected or appointed successor in office, be and is hereby authorized and
empowered to do any acts, including but not limited to the mortgage, pledge
or hypothecation from time to time to CIT of any or all assets of this
Corporation to secure such leases, and to execute in the name and on behalf
of this Corporation, any instruments or agreements deemed necessary or
proper by CIT in respect of the collateral securing any obligations of this
Corporation, and to affix the seal of this Corporation to any mortgage,
pledge or other such instrument if so required or requested by CIT; and be it
FURTHER RESOLVED, that all that any officer shall have done or may do in
connection with the matters outlined above is hereby ratified and approved;
and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full force
and effect until written notice of their amendment or recision shall have
been received by CIT and that receipt of such notice shall not affect any
action taken or advances made by CIT prior thereto and CIT is authorized to
rely upon said resolutions until receipt by it of written notice of any
change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to CIT that the foregoing resolutions and the provisions
thereof are in conformity with the Charter and By-Laws of this Corporation."
I DO FURTHER CERTIFY THAT THE MASTER LEASE AGREEMENT ENTERED INTO BY THE
CORPORATION AND CIT IS AN AGREEMENT REFERRED TO IN SAID RESOLUTIONS AND WAS
DULY EXECUTED PURSUANT THERETO AND THERE ARE NO RESTRICTIONS IMPOSED BY THE
CHARTER OR BY-LAWS OF THE CORPORATION RESTRICTING THE POWER OR AUTHORITY OF THE
BOARD OF DIRECTORS OF THE CORPORATION TO ADOPT THE FOREGOING RESOLUTIONS OR
UPON THE CORPORATION OR ITS OFFICERS TO ACT IN ACCORDANCE THEREWITH.
I do further certify that the following are names and specimen signatures of
officers of the Corporation empowered and authorized by the above resolutions,
each of which has been duly elected to hold and currently holds the office of
the Corporation set opposite his or her name:
Name Office Signature
Xxxxxx X. Xxxxxxx President /s/ Xxxxxx Xxxxxxx
____________________ _______________________ ______________________
____________________ _______________________ ______________________
____________________ _______________________ ______________________
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 7th day of DECEMBER, 1994.
(Corporate Seal) /s/ XXXXXXXX X. HARD
--------------------------------
Secretary
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CRYSTAL MOUNTAIN, INC.
Notorization attachment to the
Primary Rent Rider
Subscribed and sworn before me this 7th day of December, 1994.
Notary Public in and for the State of Washington residing in Xxxxxx County. My
commission expires July 6, 1998.
/s/ Xxx Xxxxx
____________________
____________________________
NOTARY PUBLIC
XXXX XXXXX
STATE OF WASHINGTON
MY COMM EXPIRES JULY 6, 1998
____________________________
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PRIMARY RENT RIDER
Attached to and made a part of Equipment Schedule No. 1 dated December 7, 1994,
to Master Lease dated December 7, 1994 between Crystal Mountain, Inc. as Lessee
and The CIT Group/Equipment Financing, Inc. as Lessor.
Primary rent. The rent for each item of equipment during the Primary
Lease Term shall consist of 20 rent payments. Five (5) equal consecutive
monthly rental payments of $9,240.15, each commencing on December 29, 1994 and
the same amount on the same date of each month thereafter, except no rental
payments will be due during May, June, July, August, September, October and
November of 1995; followed by five (5) equal consecutive monthly rental
payments of $9,240.15 each commencing on December 29, 1995 and the same amount
on the same date of each month thereafter, except no rental payments will be
due during May, June, July, August, September, October and November of 1996;
followed by five (5) equal consecutive monthly rental payments of $9,240.15
each commencing on December 29, 1996 and the same amount on the same date of
each month thereafter, except no rental payments will be due during May, June,
July, August, September, October and November of 1997; followed by five (5)
equal consecutive monthly rental payments of $9,240.15 each commencing on
December 29, 1997 and the same amount on the same date of each month thereafter
until fully paid.
Lessee: Lessor:
CRYSTAL MOUNTAIN, INC. THE CIT GROUP/EQUIPMENT
FINANCING, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ X.X. Xxxxxx
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Title: President Title: Agent
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8
RIDER A
to Schedule 1 to Master Lease
dated DECEMBER 7, 1994
between The CIT Group/Equipment Financing, Inc., as Lessor,
and Crystal Mountain, Inc., as Lessee.
This Rider forms a part of the above-referenced Schedule to Master Lease. Terms
defined in the Schedule and Master Lease will have the same meanings when used
in this Rider unless otherwise defined.
1. RETURN.
Lessee shall, upon the expiration of the Lease and Storage Terms, return any
unsold units to the nearest manufacturers service center. Until such item of
Equipment is returned to Lessor pursuant to the provisions of this Section, all
of the provisions of this Lease with respect thereto shall continue in full
force and effect. Lessee shall pay all the costs and expenses in connection
with or incidental to the return of the Equipment, including, without
limitation, the cost of removing, dismantling by manufacturer's representative
(or anyone else designated by Lessor), assembling, packing, insuring and
transporting the Equipment. At the time of such return, the Equipment shall be
in the condition and repair required to be maintained by Section 3 of the Lease
and Section 2 hereof and free and clear of all Liens. At the expiration of the
Lease Term, Lessee shall provide 120 days storage for the units of Equipment
free of charge. During this period, each unit of Equipment must remain
assembled and operational.
2. OPERATION, MAINTENANCE, ADDITIONS.
(a) Lessee will, at its own expense, keep and maintain the Equipment in good
repair, condition and working order and furnish all parts, replacements,
mechanisms, devices and servicing required therefor so that the value,
condition and operating efficiency thereof will at all times be maintained
and preserved, reasonable wear and tear excepted. All such repairs, parts,
mechanisms, devices and replacements shall immediately, without further
act, become the property of Lessor and part of the Equipment. Without
limiting the generality of the foregoing provisions of this Subsection,
Lessee agrees that upon the required return of the Equipment to Lessor
pursuant to the Section 1 hereof, each item of Equipment shall comply with
the following criteria at minimum:
1. Any unsold units to be delivered to the nearest manufacturers service
center if unit remains unsold 120 days after expiration of the lease.
2. The unit must be capable of passing performance tests according to
manufacturers specifications.
3. All peripherals and additional systems on those pieces of equipment
must be intact and correctly operational.
4. All pneumatic, electrical, hydraulic and mechanical systems must be
operational according to manufacturers specifications.
(b) Lessee will not make or authorize any improvement, change, addition or
alteration to the Equipment (i) if such improvement, change, addition or
alteration will impair the originally intended function or use of the
Equipment or impair the value of the Equipment as it existed immediately
prior to such improvement, change, addition or alteration; or (ii) if any
parts installed in or attached to or otherwise becoming apart of the
Equipment as a result of any such improvement, change, addition or
alteration shall not be readily removable without damage to the Equipment.
Any part which is added to the Equipment without violating the provisions
of the immediately preceding sentence and which is not a replacement or
substitution for any property which was a part of the Equipment, shall
remain the property of Lessee and may be removed by Lessee at any time
prior to the expiration or earlier termination of the Lease Term. All such
parts shall be and remain free and clear of any Liens. Any such part which
is not so removed prior to the expiration or earlier termination of the
Lease Term shall, without further act, become the property of Lessor.
LESSOR: LESSEE:
THE CIT GROUP/EQUIPMENT FINANCING, INC. CRYSTAL MOUNTAIN, INC.
By: /s/ X.X. XXXXXX By: /s/ XXXXXX X. XXXXXXX
---------------------------------- ----------------------------
X.X. Xxxxxx Xxxxxx X. Xxxxxxx
-------------------------------------- --------------------------------
Print or Type Name Print or Type Name
Title: Agent Title: President
-------------------------------- --------------------------
9
CRYSTAL MOUNTAIN, INC.
Notorization attachment to the
Rider A
Subscribed and sworn before me this 7th day of December, 1994.
Notary Public in and for the State of Washington residing in Xxxxxx County. My
commission expires July 6, 1998.
/s/ XXXX XXXXX
-------------------
----------------------------
NOTARY PUBLIC
XXXX XXXXX
STATE OF WASHINGTON
MY COMM EXPIRES JUL 6, 1998
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RIDER B
to Schedule 1 to Master Lease
dated DECEMBER 7, 1994
between The CIT Group/Equipment Financing, Inc., as Lessor,
and Crystal Mountain, Inc., as Lessee.
This Rider forms a part of the above-referenced Schedule to Master Lease. Terms
defined in the Schedule and Master Lease will have the same meanings when used
in this Rider unless otherwise defined.
1. Section 18 of the Master Lease is hereby deleted in its entirety and
the following language is substituted therefor:
"18. Upon expiration of the Primary Lease Term with respect to any
Schedule and payment by Lessee of all rentals set forth in such Schedule and
all other amounts due and payable under the Master Lease or such Schedule, and
provided that no Event of Default shall have occurred and be continuing,
Lessee, at its option, may either extend the Primary Lease term for an
additional term of twelve (12) months (the "Extended Lease Term") or purchase
all of Lessor's right, title and interest in and to all, but not less than all,
of the Equipment described in and covered by such Schedule for a cash purchase
price equal to the fair market sale value (as hereinafter defined) of such
Equipment determined as of the date of such expiration, plus, an amount equal
to all taxes (other than income taxes on any gain on such sale) costs and
expenses (including legal fees and expenses) incurred or paid by Lessor in
connection with such sale. Upon payment by Lessee of such purchase price, and
of all other amounts then due and payable by Lessee hereunder, Lessor shall
transfer title to such Equipment to Lessee on an "as-is, where-is" basis,
without recourse and without representation or warranty of any kind, express or
implied, other than a representation and warranty that such Equipment is free
and clear of any liens created by Lessor. In order to exercise such option,
Lessee must give irrevocable written notice to Lessor of Lessee's intention to
exercise such option at least ninety (90) days (but not more than 360 days)
prior to the expiration of the Primary Lease Term of such Schedule.
For purposes of this Section 18, the fair market sale value of the
Equipment as of any date shall be the cash price that an informed and willing
purchaser (other than a lessee currently in possession or a used equipment or
scrap dealer) unrelated to Lessor or Lessee would pay to purchase the Equipment
in an arm's length transaction. This fair market sale value shall be determined
by an independent appraiser (at Lessee's expense) selected by Lessor. The
appraiser shall determine such value without deduction for any expenses of
dismantling or removal of the Equipment and on the assumption that the item is
in the condition required by the terms of this Lease.
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If Lessee exercises its option to extend the Primary Lease term, all
provisions of the Master Lease shall be applicable during the Extended Lease
Term, except that (i) during the Extended Lease Term Lessee shall pay, in the
same manner as provided in the Schedule, rent in twelve consecutive monthly
installments commencing on Dec. 29, 1998, each in the amount of the fair
market rental value (as hereinafter defined) of the Equipment determined as of
the date of the expiration of the Primary Lease Term, and (ii) the Stipulated
Loss Value of each item of Equipment during the Extended Lease Term shall be
determined as of the last rent payment date occurring in the Primary Lease
Term. Upon expiration of the Extended Lease Term, the Lessee shall be
obligated either (a) to return such Equipment to Lessor in accordance with the
terms of the Master Lease, or (b) to purchase such Equipment from Lessor for a
cash purchase price equal to its fair market sale value determined as of the
expiration date of the Extended Lease Term, plus all other amounts set forth
in, and on the terms required by, the preceding paragraphs, of this Section 18."
For purposes of this Section 18, the fair market rental value of the
Equipment for the Extended Lease Term shall be equal to the rental value of the
Equipment which would be obtained in an arm's length transaction between an
informed and willing lessor under no compulsion to lease and an informed and
willing lessee-user (other than a lessee currently in possession) under no
compulsion to lease. This fair market rental value shall be determined by an
independent appraiser (at Lessee's expense) selected by Lessor and approved by
Lessee, which determination shall be made on the assumption that each item of
Equipment is free and clear of all liens and is in the condition and repair
required under the terms of the Master Lease.
2. At the expiration of the Primary Lease Term, if Lessee does not exercise
either the purchase option or renewal option set forth herein, Lessee shall be
obligated to return the Equipment to Lessor in accordance with the terms of the
Master Lease.
3. The provisions of this Rider shall apply only with respect to the
Equipment being leased pursuant to Schedule 1.
4. Except as amended hereby, the Master Lease and the Schedule shall remain
in full force and effect, and are in all respects hereby ratified and affirmed.
Lessor: Lessee:
The CIT Group/Equipment Crystal Mountain, Inc.
Financing, Inc.
By: /s/ X.X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
__________________________ _____________________________
Title: Agent Title: President
__________________________ _____________________________
2
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CRYSTAL MOUNTAIN, INC.
Notorization attachment to the
Rider B
Subscribed and sworn before me this 7th day of December, 1994.
Notary Public in and for the State of Washington residing in Xxxxxx County. My
commission expires July 6, 1998.
/s/ XXXX XXXXX
------------------
---------------------------
NOTARY PUBLIC
XXXX XXXXX
STATE OF WASHINGTON
MY COMM EXPIRES JUL 6, 1998
---------------------------
13
DELIVERY AND INSTALLATION CERTIFICATE
To: The CIT Group/Equipment Financing, Inc.
The undersigned hereby certifies that all of the goods, chattels and equipment
(all hereinafter called "equipment") described in the Equipment Schedule No. 1
dated December 7, 1994, to Master Lease dated December 7, 1994, between The CIT
Group/Equipment Financing, Inc. (Lessor) and the undersigned (Lessee), (the
"Lease") have been furnished to the undersigned at the location designated in
the Lease, that delivery and installation of the equipment have been fully
completed as required, and that the equipment has been inspected and accepted
by the undersigned as satisfactory on December 16, 1994. The undersigned
understands that you are relying on the foregoing certification in your
purchase of the equipment described in the Lease and, to induce you to purchase
the equipment, the undersigned agrees to settle all claims, defenses, setoffs
and counterclaims it may have with the Seller directly and will not set up any
thereof against you, that its obligation to you is absolute, and that you are
neither the manufacturer, distributor nor seller of the equipment and have no
knowledge or familiarity with it.
Dated: December 16, 1994 Lessee:
CRYSTAL MOUNTAIN, INC.
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Name of individual, corporation or
partnership
By /s/ XXXXXX X. XXXXXXX
-----------------------------------
Title President
--------------------------------
If corporation, have signed by
President, Vice President or Treasurer,
and give official title. If owner or
partner, state which.
Seller: Xxxxx Manufacturing Co.
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CRYSTAL MOUNTAIN, INC.
Notorization attachment to the
Delivery and Installation Certificate
Xxxxx Manufacturing, Co.
Subscribed and sworn before me this 16th day of December, 1994.
Notary Public in and for the State of Washington residing in Xxxxxx County. My
commission expirers July 6, 1998.
/s/ XXXX XXXXX
-----------------
---------------------------
NOTARY PUBLIC
XXXX XXXXX
STATE OF WASHINGTON
MY COMM EXPIRES JUL 6, 1998
---------------------------
15
DELIVERY AND INSTALLATION CERTIFICATE
To: The CIT Group/Equipment Financing, Inc.
The undersigned hereby certifies that all of the goods, chattels and equipment
(all hereinafter called "equipment") described in the Equipment Schedule No. 1
dated DECEMBER 7, 1994, to Master Lease dated DEC. 7, 1994, between the CIT
Group/Equipment Financing, Inc. (Lessor) and the undersigned (Lessee), (the
"Lease") have been furnished to the undersigned at the location designated in
the Lease, that delivery and installation of the equipment have been fully
completed as required, and that the equipment has been inspected and accepted by
the undersigned as satisfactory on DECEMBER 7, 1994. The undersigned understands
that you are relying on the foregoing certification in your purchase of the
equipment described in the Lease and, to induce you to purchase the equipment,
the undersigned agrees to settle all claims, defenses, setoffs and counterclaims
it may have with the Seller directly and will not set up any thereof against
you, that its obligation to you is absolute, and that you are neither the
manufacturer, distributor nor seller of the equipment and have no knowledge or
familiarity with it.
Dated: DECEMBER 7, 1994 Lessee:
Crystal Mountain, Inc.
----------------------------------------------
Name of individual, corporation or partnership
By: /s/ Xxxxxx X. Xxxxxxx Title: President
--------------------- ---------
If corporation, have signed by President,
Vice President or Treasurer, and give
official title. If owner or partner, state
which.
Seller: Kassbohrer All Terrain Vehicles Inc.
16
CRYSTAL MOUNTAIN, INC.
Notorization attachment to the
Delivery and Installation Certificate
Kassbohrer
Subscribed and sworn before me this 7th day of December, 1994.
Notary Public in and for the State of Washington residing in Xxxxxx County. My
commission expires July 6, 1998.
/s/ XXXX XXXXX
------------------
---------------------------
NOTARY PUBLIC
XXXX XXXXX
STATE OF WASHINGTON
MY COMM EXPIRES JUL 6, 1998
---------------------------
