MASTER LEASE AGREEMENT (Quasi)
THIS MASTER LEASE AGREEMENT, dated as of April 18, 1997 ("Agreement"),
between GENERAL ELECTRIC CAPITAL CORPORATION OF PUERTO RICO, with an office
at ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter
called, together with its successors and assigns, if any, "Lessor"), and
PEPSI COLA PUERTO RICO BOTTLING COMPANY, a CORPORATION organized and
existing under the laws of DELAWARE with its mailing address and chief
place of business at ▇▇▇▇▇▇▇▇▇ # ▇▇▇ KM 0.4 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇.▇. ▇▇▇▇▇ (hereinafter called "Lessee").
WITNESSETH:
I. LEASING:
(a) Subject to the terms and conditions set forth below, Lessor
agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the
equipment ("Equipment") described in Annex A to any schedule hereto
("Schedule"). Terms defined in a Schedule and not otherwise defined herein
shall have the meanings ascribed to them in such Schedule.
(b) The obligation of Lessor to purchase Equipment from the
manufacturer or supplier thereof ("Supplier") and to lease the same to
Lessee under any Schedule shall be subject to receipt by Lessor, prior to
the Lease Commencement Date (with respect to such Equipment), of each of
the following documents in form and substance satisfactory to Lessor: (i) a
Schedule relating to the Equipment then to be leased hereunder, (ii) a
Purchase Order Assignment and Consent in the form of Annex B to the
applicable Schedule, unless Lessor shall have delivered its purchase order
for such Equipment, (iii) evidence of insurance which complies with the
requirements of Section IX, and (iv) such other documents as Lessor may
reasonably request. As a further condition to such obligations of Lessor,
Lessee shall, upon delivery of such Equipment (but not later than the Last
Delivery Date specified in the applicable Schedule) execute and deliver to
Lessor a Certificate of Acceptance (in the form of Annex C to the
applicable Schedule) covering such Equipment, and deliver to Lessor a ▇▇▇▇
of sale therefor (in form and substance satisfactory to Lessor). Lessor
hereby appoints Lessee agent for inspection and acceptance of the Equipment
from the Supplier. Upon execution by Lessee of any Certificate of
Acceptance, the Equipment described thereon shall be deemed to have been
delivered to, and irrevocably accepted by, Lessee for lease hereunder.
II. TERM, RENT AND PAYMENT:
(a) The rent payable hereunder and Lessee's right to use the
Equipment shall commence on the date of execution by Lessee of the
Certificate of Acceptance for such Equipment ("Lease Commencement Date").
The term of this Agreement shall be the period specified in the applicable
Schedule. If any term is extended, the word "term" shall be deemed to
refer to all extended terms, and all provisions of this Agreement shall
apply during any extended terms, except as may be otherwise specifically
provided in writing.
(b) Rent shall be paid to Lessor at its address stated above, except
as otherwise directed by Lessor. Payments of rent shall be in the amount
set forth in, and due in accordance with, the provisions of the applicable
Schedule. If one or more Advance Rentals are payable, such Advance Rental
shall be (i) set forth on the applicable Schedule, (ii) due upon acceptance
by Lessor of such Schedule, and (iii) when received by Lessor, applied to
the first rent payment and the balance, if any, to the final rental
payment(s) under such Schedule. In no event shall any Advance Rental or
any other rent payments be refunded to Lessee. If rent is not paid within
fifteen (15) days of its due date, Lessee agrees to pay a late charge of
five cents (5) per dollar on, and in addition to, the amount of such
rent but not exceeding the lawful maximum, if any.
III. TAXES: Lessee shall have no liability for taxes imposed by the
United States of America or any State or political subdivision thereof
which are on or measured by the income of Lessor. Lessee shall report (to
the extent that it is legally permissible) and pay promptly all other
taxes, fees and assessments due, imposed, assessed or levied against any
Equipment (or the purchase, ownership, delivery, leasing, possession, use
or operation thereof), this Agreement, any Schedule, Lessor or Lessee by
any foreign, federal, state or local government or taxing authority during
or related to the term of this Agreement, including, without limitation,
all license and registration fees, and all sales, use, personal property,
excise, franchise, stamp or other taxes, imposts, duties and charges,
together with any penalties, fines or interest thereon (all hereinafter
called "Taxes"). Lessee shall (i) reimburse Lessor upon receipt of written
request for reimbursement for any Taxes charged to or assessed against
Lessor, (ii) on request of Lessor, submit to Lessor written evidence of
Lessee's payment of Taxes, (iii) on all reports or returns show the
ownership of the Equipment by Lessor, and (iv) send a copy thereof to
Lessor.
IV. REPORTS:
(a) Lessee will notify Lessor in writing, within ten days after
notice of any tax or other lien shall attach to any Equipment, of the full
particulars thereof and of the location of such Equipment on the date of
such notification.
(b) Lessee will within 90 days of the close of each fiscal year of
Lessee, deliver to Lessor, Lessee's balance sheet and profit and loss
statement, certified by a recognized firm of certified public accountants.
Upon request Lessee will deliver to Lessor quarterly, within 90 days of the
close of each fiscal quarter of Lessee, in reasonable detail, copies of
Lessee's quarterly financial report certified by the chief financial
officer of Lessee.
(c) Lessee will permit Lessor to inspect any Equipment during normal
business hours.
(d) Lessee will keep the Equipment at the Equipment Location
(specified in the applicable Schedule) and will promptly notify Lessor of
any relocation of Equipment. Upon the written request of Lessor, Lessee
will notify Lessor forthwith in writing of the location of any Equipment as
of the date of such notification.
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(e) Lessee will promptly and fully report to Lessor in writing if any
Equipment is lost or damaged (where the estimated repair costs would exceed
10% of its then fair market value), or is otherwise involved in an accident
causing personal injury or property damage.
(f) Within 60 days after any request by Lessor, Lessee will furnish a
certificate of an authorized officer of Lessee stating that he has reviewed
the activities of Lessee and that, to the best of his knowledge, there
exists no default (as described in Section XII) or event which with notice
or lapse of time (or both) would become such a default.
V. DELIVERY, USE AND OPERATION:
(a) All Equipment shall be shipped directly from the Supplier to
Lessee.
(b) Lessee agrees that the Equipment will be used by Lessee solely in
the conduct of its business and in a manner complying with all applicable
federal, state, and local laws and regulations.
(c) WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT
SUBLET, ASSIGN, TRANSFER, PLEDGE OR HYPOTHECATE THIS AGREEMENT, ANY
EQUIPMENT OR ANY INTEREST IN THIS AGREEMENT OR IN AND TO THE EQUIPMENT OR
PERMIT ITS RIGHTS UNDER THIS AGREEMENT TO BE SUBJECT TO ANY LIEN, CHARGE,
OR ENCUMBRANCE OF ANY NATURE, NOR SHALL LESSEE REMOVE ANY EQUIPMENT FROM
THE COMMONWEALTH OF PUERTO RICO.
(d) Lessee will keep the Equipment free and clear of all liens and
encumbrances other than those which result from acts of Lessor.
VI. SERVICE:
(a) Lessee will, at its sole expense, maintain each unit of Equipment
in good operating order, repair, condition and appearance in accordance
with manufacturer's recommendations, normal wear and tear excepted. Lessee
shall, if at any time requested by Lessor, affix in a prominent position on
each unit of Equipment plates, tags or other identifying labels showing
ownership thereof by Lessee and Lessor's security interest therein.
(b) Lessee will not, without the prior consent of Lessor, affix or
install any accessory, equipment or device on any Equipment if such
addition will impair the originally intended function or use of such
Equipment. All additions, repairs, parts, supplies, accessories,
equipment, and devices furnished, attached or affixed to any Equipment
which are not readily removable shall be made only in compliance with
applicable law; and shall become subject to the lien of Lessor. Lessee
will not, without prior written consent of Lessor and subject to such
conditions as Lessor may impose for its protection, affix or install any
Equipment to or in any other personal or real property.
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(c) Any alterations or modifications to the Equipment that may, at
any time during the term of this Agreement, be required to comply with any
applicable law, rule or regulation shall be made at the expense of Lessee.
VII. STIPULATED LOSS VALUE: Lessee shall promptly and fully notify
Lessor in writing if any unit of Equipment shall be or become worn out,
lost, stolen, destroyed, irreparably damaged in the reasonable
determination of Lessee, or permanently rendered unfit for use from any
cause whatsoever (such occurrences being hereinafter called "Casualty
Occurrences"). On the rental payment date next succeeding a Casualty
Occurrence (the "Payment Date"), Lessee shall pay Lessor the sum of (x) the
Stipulated Loss Value of such unit calculated as of the rental next
preceding such Casualty Occurrence ("Calculation Date"); and (y) all rental
and other amounts which are due hereunder as of the Payment Date. Upon
payment of all sums due hereunder, the term of this lease as to such unit
shall terminate and (except in the case of the loss, theft or complete
destruction of such unit) Lessor shall be entitled to recover possession of
such unit.
VIII. LOSS OR DAMAGE: Lessee hereby assumes and shall bear the entire
risk of any loss, theft, damage to, or destruction of, any unit of
Equipment from any cause whatsoever from the time the Equipment is shipped
to the Lessee.
IX. INSURANCE: Lessee agrees, at its own expense, to keep all
Equipment insured for such amounts and against such hazards as Lessor may
require, including, but not limited to, insurance for damage to or loss of
such Equipment and liability coverage for personal injuries, death or
property damage, with Lessor named as additional insured and with a loss
payable clause in favor of Lessor, as its interest may appear, irrespective
of any breach of warranty or other act or omission of Lessee. All such
policies shall be with companies, and on terms, satisfactory to Lessor.
Lessee agrees to deliver to Lessor evidence of insurance satisfactory to
Lessor. No insurance shall be subject to any co-insurance clause. Lessee
hereby appoints Lessor as Lessee's attorney-in-fact to make proof of loss
and claim for insurance, and to make adjustments with insurers and to
receive payment of and execute or endorse all documents, checks or drafts
in connection with payments made as a result of such insurance policies.
Any expense of Lessor in adjusting or collecting insurance shall be borne
by Lessee. Lessee will not make adjustments with insurers except (i) with
respect to claims for damage to any unit of Equipment where the repair
costs do not exceed 1 0% of such unit's fair market value, or (ii) with
Lessor's written consent. Said policies shall provide that the insurance
may not be altered or canceled by the insurer until after thirty (30) days'
written notice to Lessor. Lessor may, at its option, apply proceeds of
insurance, in whole or in part, to (i) repair or replace Equipment or any
portion thereof, or (ii) satisfy any obligation of Lessee to Lessor
hereunder.
X. RETURN OF EQUIPMENT:
(a) Upon any expiration or termination of this Agreement or any
Schedule, Lessee shall promptly, at its own cost and expense: (i) perform
any testing and repairs required to place the affected units of Equipment
in the same condition and appearance as when received by Lessee (reasonable
wear and tear excepted) and in good working order for their originally
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intended purpose; (ii) if deinstallation, disassembly or crating is
required, cause such units to be deinstalled, disassembled and crated by an
authorized manufacturers' representative or such other service person as is
satisfactory to Lessor; and (iii) return such units to a location as Lessor
shall direct.
(b) Until Lessee has fully complied with the requirements of Section
X(a) above, Lessee's rent payment obligation and all other obligations
under this Agreement shall continue from month to month notwithstanding any
expiration or termination of the lease term. Lessor may terminate such
continued leasehold interest upon ten (10) days notice to Lessee.
XI. DEFAULT:
(a) Lessor may in writing declare this Agreement in default if:
Lessee breaches its obligation to pay rent when due and fails to cure said
breach within ten (10) days; Lessee breaches any of its obligations under
Article X of this Agreement; Lessee breaches any of its other obligations
under this Agreement or any related document and fails to cure that breach
within thirty (30) days after written notice thereof; Lessee becomes
insolvent or ceases to do business as a going concern; the Equipment or any
part thereof is abused, seized, illegally used or misused; Lessee makes an
assignment for the benefit of creditors; a petition in bankruptcy is filed
by or against Lessee under any bankruptcy or insolvency laws; or, property
of Lessee is attached or a receiver is appointed for Lessee or any of
Lessee's property. Such declaration shall apply to all Schedules except as
specifically excepted by Lessor.
(b) After default, at the request of Lessor, Lessee shall comply with
the provisions of Section X(a). Lessee hereby authorizes Lessor, at any
time after declaration of Lessee's default, to enter, with legal process
and in accordance with applicable law, any premises where any Equipment may
be and take possession thereof. Lessee shall, upon demand, forthwith pay
to Lessor all amounts then due hereunder and, as liquidated damages for
loss of bargain and not as a penalty, an amount equal to: (i) the
Stipulated Loss Value of the Equipment (calculated as of the rental next
preceding the declaration of default), and (ii) all rentals and other sums
then due hereunder. In accordance with applicable law (including, without
limitation, giving the Lessee all notices required under applicable law),
Lessor may, but shall not be required to, sell the Equipment, at private or
public sale, in bulk or in parcels without having the Equipment present at
the place of sale, and Lessor may bid and purchase; or Lessor may, but
shall not be required to, re-lease or otherwise dispose of all or a part of
the Equipment. The proceeds of sale, lease or other disposition, if any,
shall be applied in the following order of priorities: (1) to pay all of
Lessor's costs, charges and expenses incurred in taking, removing, holding,
repairing and selling, leasing or otherwise disposing of Equipment; then,
(2) to the extent not previously paid by Lessee, to pay Lessor all sums due
from Lessee hereunder; then (3) to reimburse to Lessee any sums previously
paid by Lessee as liquidated damages; and (4) any surplus shall be returned
to Lessee. Lessee shall pay any deficiency in (1) and (2) forthwith.
(c) The foregoing remedies are cumulative, and any or all thereof may
be exercised in lieu of or in addition to each other or any remedies at
law, in equity, or under statute. Lessee waives notice of sale or other
disposition (and the time and place thereof), and the manner and place of
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any advertising. Lessee shall pay all reasonable attorney's fees incurred
by Lessor in the exercise of any or all remedies. Waiver of any default
shall not be a waiver of any other or subsequent default.
(d) Any default under the terms of this or any other agreement
between Lessor and Lessee may be declared by Lessor a default under this
and any such other agreement.
XII. ASSIGNMENT: Lessor may, without the consent of Lessee, assign
any or all of its rights in this Agreement. Lessee agrees that if Lessee
receives written notice of an assignment from Lessor, Lessee will pay all
rent and all other amounts payable hereunder to such assignee or as
instructed by Lessor. Lessee further agrees to confirm in writing receipt
of the notice of assignment as may be reasonably requested by assignee.
XIII. NET LEASE; NO SET-OFF, ETC: This Agreement is a net lease.
Lessee's obligation to pay rent and other amounts due hereunder shall be
absolute and unconditional. Lessee shall not be entitled to any abatement
or reductions of, or set-offs against, said rent or other amounts,
including, without limitation, those arising or allegedly arising out of
claims (present or future, alleged or actual, and including claims arising
out of strict tort or negligence of Lessor) of Lessee against Lessor under
this Agreement or otherwise. Nor shall this Agreement terminate or the
obligations of Lessee be affected by reason of any defect in or damage to,
or loss of possession, use or destruction of, any Equipment from whatsoever
cause. It is the intention of the parties that rents and other amounts due
hereunder shall continue to be payable in all events in the manner and at
the times set forth herein unless the obligation to do so shall have been
terminated pursuant to the express terms hereof.
XIV. INDEMNIFICATION:
(a) Lessee hereby agrees to indemnify, save and keep harmless Lessor,
its agents, employees, successors and assigns from and against any and all
losses, damages, penalties, injuries, claims, actions and suits, including
legal expenses, of whatsoever kind and nature, in contract or tort, whether
caused by the active or passive negligence of Lessor or otherwise, and
including, but not limited to, Lessor's strict liability in tort, arising
out of (i) the selection, manufacture, purchase, acceptance or rejection of
Equipment, the ownership of Equipment during the term of this Agreement,
and the delivery, lease, possession, maintenance, uses, condition, return
or operation of Equipment (including, without limitation, latent and other
defects, whether or not discoverable by Lessor or Lessee and any claim for
patent, trademark or copyright infringement) or (ii) the condition of
Equipment sold or disposed of after use by Lessee, any sublessee or
employees of Lessee. Lessee shall, upon request, defend any actions based
on, or arising out of, any of the foregoing.
(b) All of Lessor's rights, privileges and indemnities contained in
this Section XIV shall survive the expiration or other termination of this
Agreement and the rights, privileges and indemnities contained herein are
expressly made for the benefit of, and shall be enforceable by Lessor, its
successors and assigns.
XV. DISCLAIMER: LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE
EQUIPMENT WITHOUT ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES.
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LESSOR DOES NOT MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE
MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR
ORAL, WITH RESPECT TO THE EQUIPMENT LEASED HEREUNDER OR ANY COMPONENT
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN,
COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP,
MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT,
TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as between
Lessor and Lessee, are to be borne by Lessee. Without limiting the
foregoing, Lessor shall have no responsibility or liability to Lessee or
any other person with respect to any of the following, regardless of any
negligence of Lessor (i) any liability, loss or damage caused or alleged to
be caused directly or indirectly by any Equipment, any inadequacy thereof,
any deficiency or defect (latent or otherwise) therein, or any other
circumstance in connection therewith; (ii) the use, operation or
performance of any Equipment or any risks relating thereto; (iii) any
interruption of service, loss of business or anticipated profits or
consequential damages; or (iv) the delivery, operation, servicing,
maintenance, repair, improvement or replacement of any Equipment. If, and
so long as, no default exists under this Lease, Lessee shall be, and hereby
is, authorized during the term of this Lease to assert and enforce, at
Lessee's sole cost and expense, from time to time, in the name of and for
the account of Lessor and/or Lessee, as their interests may appear,
whatever claims and rights Lessor may have against any Supplier of the
Equipment.
XVI. REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby
represents and warrants to Lessor that on the date hereof and on the date
of execution of each Schedule:
(a) Lessee has adequate power and capacity to enter into, and perform
under, this Agreement and all related documents (together, the "Documents")
and is duly qualified to do business wherever necessary to carry on its
present business and operations, including the jurisdiction(s) where the
Equipment is or is to be located.
(b) The Documents have been duly authorized, executed and delivered
by Lessee and constitute valid, legal and binding agreements, enforceable
in accordance with their terms, except to the extent that the enforcement
of remedies therein provided may be limited under applicable bankruptcy and
insolvency laws.
(c) No approval, consent or withholding of objections is required
from any Federal, Puerto Rico, local or any other governmental authority or
instrumentality with respect to the entry into or performance by Lessee of
the Documents except such as have already been obtained.
(d) The entry into and performance by Lessee of the Documents will
not: (i) violate any judgment, order, law or regulation applicable to
Lessee or any provision of Lessee's Certificate of Incorporation or By-
Laws; or (ii) result in any breach of, constitute a default under or result
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in the creation of any lien, charge, security interest or other encumbrance
upon any Equipment pursuant to any indenture, mortgage, deed of trust, bank
loan or credit agreement or other instrument (other than this Agreement) to
which Lessee is a party.
(e) There are no suits or proceedings pending or threatened in court
or before any commission, board or other administrative agency against or
affecting Lessee, which will have a material adverse effect on the ability
of Lessee to fulfill its obligations under this Agreement, except those
reflected on Annex (F).
(f) The Equipment accepted under any Certificate of Acceptance is and
will remain tangible personal property.
(g) Each Balance Sheet and Statement of Income delivered to Lessor
has been prepared in accordance with generally accepted accounting
principles, and since the date of the most recent such Balance Sheet and
Statement of Income, there has been no material adverse change.
(h) If Lessee is a corporation, Lessee is and will be at all times
validly existing and in good standing under the laws of the State or
Commonwealth of its incorporation (specified in the first sentence of this
Agreement).
(i) The Equipment will at all times be used legally for commercial or
business purposes and in such a manner as to qualify for use of eligible
funds as that term is used in Regulation 3582 (or any Regulation which is a
successor thereto), issued January 29, 1988, by the Secretary of the
Treasury, Commonwealth of Puerto Rico, as amended.
XVII. OWNERSHIP FOR TAX PURPOSES; GRANT OF SECURITY INTEREST; USURY
SAVINGS:
(a) For income tax purposes, the parties hereto agree that it is
their mutual intention that Lessee shall be considered the owner of the
Equipment. Accordingly, Lessor agrees (i) to treat Lessee as the owner of
the Equipment on its Puerto Rico and U.S. federal income tax return, (ii)
not to take actions or positions inconsistent with such treatment on or
with respect to its federal income tax return, and (iii) not to claim any
tax benefits available to an owner of the Equipment on or with respect to
its federal income tax return. The foregoing undertakings by Lessor shall
not be violated by Lessor's taking a tax position inconsistent with the
forgoing sentence to the extent such a position is required by law or is
taken through inadvertence so long as such inadvertent tax position is
reversed by Lessor promptly upon its discovery. Lessor shall in no event
be liable to Lessee if Lessee fails to secure any of the tax benefits
available to the owner of the Equipment.
(b) Lessee hereby grants to Lessor a first security interest in the
Equipment, together with all additions, attachments, accessions,
accessories and accessions thereto whether or not furnished by the Supplier
of the Equipment and any and all substitutions, replacements or exchanges
therefor, and any and all insurance and/or other proceeds of the property
in and against which a security interest is granted hereunder.
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(c) It is the intention of the parties hereto to comply with any
applicable usury laws to the extent that any Schedule is determined to be
subject to such laws; accordingly, it is agreed that, notwithstanding any
provision to the contrary in any Schedule or this Agreement, in no event
shall any Schedule require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law. If any such
excess interest is contracted for, charged or received under any Schedule
or this Agreement, or in the event that all of the principal balance shall
be prepaid, so that under any of such circumstances the amount of interest
contracted for, charged or received under any Schedule or this Agreement
shall exceed the maximum amount of interest permitted by applicable law,
then in such event: (i) the provisions of this paragraph shall govern and
control, (ii) neither Lessee nor any other person or entity now or
hereafter liable for the payment hereof shall be obligated to pay the
amount of such interest to the extent that it is in excess of the maximum
amount of interest permitted by applicable law, (iii) any such excess which
may have been collected shall be either applied as a credit against the
then unpaid principal balance or refunded to Lessee, at the option of the
Lessor, and (iv) the effective rate of interest shall be automatically
reduced to the maximum lawful contract rate allowed under applicable law as
now or hereafter construed by the courts having jurisdiction thereof. It
is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received
under any Schedule or this Agreement which are made for the purpose of
determining whether such rate exceeds the maximum lawful contract rate,
shall be made, to the extent permitted by applicable law, by amortizing,
prorating, allocating and spreading in equal parts during the period of the
full stated term of the indebtedness evidenced hereby, all interest at any
time contracted for, charged or received from Lessee or otherwise by Lessor
in connection with such indebtedness; provided, however, that if any
applicable law is amended, so that it becomes lawful for Lessor to receive
a greater interest per annum rate than is presently allowed, the Lessee
agrees that, on the effective date of such amendment or preemption, as the
case may be, the lawful maximum hereunder shall be increased to the maximum
interest per annum rate allowed by the amended law.
XVIII. EARLY TERMINATION:
(a) On or after the First Termination Date (specified in the
applicable Schedule), Lessee may, so long as no default exists hereunder,
terminate this Agreement as to all (but not less than all) of the Equipment
on such Schedule as of a rent payment date ("Termination Date") upon at
least 90 days prior written notice to Lessor.
(b) Lessee shall, and Lessor may, solicit cash bids for the Equipment
on an AS IS, WHERE IS BASIS without recourse to or warranty from Lessor,
express or implied ("AS IS BASIS"). Prior to the Termination Date, Lessee
shall (i) certify to Lessor any bids received by Lessee and (ii) pay to
Lessor (A) the Termination Value (calculated as of the rental due on the
Termination Date) for the Equipment, and (B) all rent and other sums due
and unpaid as of the Termination Date.
(c) Provided that all amounts due hereunder have been paid on the
Termination Date, Lessor shall (i) sell the Equipment on an AS IS BASIS for
cash to the highest bidder and (ii) refund the proceeds of such sale (net
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of any related expenses) to Lessee up to the amount of the Termination
Value. If such sale is not consummated, no termination shall occur and
Lessor shall refund the Termination Value (less any expenses incurred by
Lessor) to Lessee.
(d) Notwithstanding the foregoing, Lessor may elect by written
notice, at any time prior to the Termination Date, not to sell the
Equipment. In that event, on the Termination Date Lessee shall (i) return
the Equipment (in accordance with Section XI) and (ii) pay to Lessor all
amounts required under Section XVIII(B) less the amount of the highest bid
certified by Lessee to Lessor.
XIX. EARLY PURCHASE OPTION:
(a) Provided that this Agreement has not been earlier terminated and
provided further that Lessee is not in default under this Agreement or any
other agreement between Lessor and Lessee. Lessee may, UPON AT LEAST 30
DAYS BUT NO MORE THAN 270 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S
IRREVOCABLE ELECTION TO EXERCISE SUCH OPTION, purchase all (but not less
than all) of the Equipment listed and described in any Schedule on any Rent
Payment Date following the First Termination Date as set forth in such
Schedule, and prior to the date which is the scheduled expiration of such
Schedule (the "Early Purchase Date") for a price equal to (i) the
Termination Value (calculated as of the Early Purchase Date) for the
Equipment, and (ii) all rent and other sums due and unpaid as of the
Purchase Date (the "Early Option Price"), plus all applicable sales taxes
on an AS IS BASIS. The purchase option granted by this subsection shall be
referred to herein as the "Early Purchase Option".
(b) If Lessee exercises its Early Purchase Option with respect to the
Equipment leased pursuant to any Schedule, then on the respective Early
Purchase Date, Lessee shall pay to Lessor any rent and other sums due and
unpaid on the Early Purchase Date and Lessee shall pay the Early Option
Price, plus all applicable sales taxes, to Lessor in cash.
XX. PURCHASE OPTION:
(a) So long as no default exists hereunder and the Agreement has not
been earlier terminated, Lessee may at the scheduled expiration of any
Schedule ("Expiration Date"), purchase all (but not less than all) of the
Equipment in such Schedule on an AS IS, WHERE IS BASIS for cash equal to
the amount indicated in such Schedule (the "Option Payment"). The Option
Payment shall be due and payable in immediately available funds on such
Expiration Date.
(b) Lessee shall be deemed to have waived this option unless it
provides Lessor with written notice of its irrevocable election to exercise
the same not less than 90 days prior to any respective Expiration Date.
XXI. MISCELLANEOUS:
(a) Time is of the essence of this Agreement. Lessor's failure at
any time to require strict performance by Lessee of any of the provisions
hereof shall not waive or diminish Lessor's right thereafter to demand
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strict compliance therewith. Lessee agrees, upon Lessor's request, to
execute any instrument necessary or expedient for filing, recording or
perfecting the interest of Lessor.
(b) THE PARTIES TO THIS AGREEMENT HEREBY UNCONDITIONALLY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON, OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE
RELATED DOCUMENTS, ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP
THAT IS BEING ESTABLISHED BETWEEN THEM. The scope of this waiver is
intended to be all encompassing of any and all disputes that may be filed
in any court (including, without limitation, contract claims, tort claims,
breach of duty claims, and all other common law and statutory claims).
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY
RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. In the event of litigation, this
Agreement may be filed as a written consent to a trial by the court.
(c) All notices required to be given hereunder shall be deemed
adequately given if sent by registered or certified mail to the addressee
at its address stated herein, or at such other place as such addressee may
have designated in writing. This Agreement and any Schedule and Annexes
thereto constitute the entire agreement of the parties with respect to the
subject matter hereof. NO VARIATION OR MODIFICATION OF THIS AGREEMENT OR
ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS, SHALL BE VALID UNLESS IN
WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO.
Any provision in any Schedule or in the Annexes thereto which expands upon
the terms and conditions hereto or purports to amend a corresponding
provision in this Agreement shall only govern the particular lease covered
in any such Schedule.
(d) In case of a failure of Lessee to comply with any provision of
this Agreement, Lessor shall have the right, but shall not be obligated to,
effect such compliance, in whole or in part; and all moneys spent and
expenses and obligations incurred or assumed by Lessor in effecting such
compliance shall constitute additional rent due to Lessor within five days
after the date Lessor sends notice to Lessee requesting payment. Lessor's
effecting such compliance shall not be a waiver of Lessee's default.
(e) Lessee acknowledges that Lessor is unwilling to enter into this
Agreement or any Schedule, unless this Agreement and all Schedules are
governed by the laws of the Commonwealth of Puerto Rico. Accordingly, this
Agreement and any Schedule shall not be binding and effective until
executed and accepted by Lessor at its office in San ▇▇▇▇, Puerto Rico, and
this Agreement and any Schedule shall be governed by and construed in
accordance with the substantive laws of the Commonwealth of Puerto Rico
without regard for its choice of law provisions.
11
(f) In the event that any of the parties hereto file a lawsuit
against the other party arising out of this Agreement, both Lessor and
Lessee hereby submit to the jurisdiction of the United States District
Court for the District of Puerto Rico, or the Superior Court of Puerto Rico
located in the city of San ▇▇▇▇, Puerto Rico.
(g) The Lessee, in case the Equipment is attached to secure
effectiveness of the judgment in a judicial action against Lessor, hereby
releases the Lessor of the requisite to post a bond, waives the protection
of any law requiring the posting of a bond and expressly agrees that the
proper Court may order and decree the attachment of the Equipment without a
bond.
THIS IS NOT A CONDITIONAL SALES CONTRACT. PENALTIES APPLY IN CASE OF EARLY
TERMINATION. DO NOT SIGN THIS AGREEMENT BEFORE READING IT OR IF THERE ARE
ANY BLANK SPACES IN THE AGREEMENT. YOU HAVE THE RIGHT TO REQUEST A COPY OF
THIS AGREEMENT.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be
executed by their duly authorized representatives as of the date first
above written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL
CORPORATION OF PUERTO RICO
By:/S/ TOMS NIDO By:/S/ ▇▇▇▇▇▇ ▇▇▇
---------------------------- --------------------------
Title: TOMS NIDO -PRESIDENT Title: ▇▇▇▇▇▇ ▇▇▇ - CHIEF EXECUTIVE OFFICER
------------------------ ------------------------------------
By:/S/ ▇▇▇▇▇ VIRGINIA
--------------------------
Title: ▇▇▇▇▇ VIRGINIA - CHIEF FINANCIAL
OFFICER
-------------------------------------
12
EQUIPMENT SCHEDULE
(QUASI LEASE - FIXED RATE)
SCHEDULE NO. 1
DATED THIS April __, 1997
TO MASTER LEASE AGREEMENT (Quasi)
DATED AS OF APRIL 18, 1997
Lessor & Mailing Address Lessee & Mailing Address
GENERAL ELECTRIC CAPITAL
CORPORATION OF ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ # ▇▇▇ ▇▇ 0.4
___________________________ BARRIO ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
___________________________ ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
Capitalized terms not defined herein shall have the meanings assigned to
them in the Master Lease Agreement identified above ("Agreement"; said
Agreement and this Schedule being collectively referred to as "Lease").
A. EQUIPMENT
Pursuant to the terms of the Lease, Lessor agrees to acquire and lease
to Lessee the Equipment listed on Annex A attached hereto and made a part
hereof.
B. FINANCIAL TERMS
1. Advance Rent (if any): $ N/A .
2. Capitalized Lessor's Cost: $ 2,391,154.78 .
3. Basic Term Lease Rate Factor: 4.43162 .
4. Daily Lease Rate Factor: .14772 .
5. Basic Term (No. of Months): 24 MONTHS .
6. Basic Term Commencement Date: .
7. Equipment Location: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇▇▇.
8. Lessee Federal Tax ID No.: ###-##-#### .
9. Supplier: ▇▇▇▇▇-▇▇▇▇▇.
▇▇. Last Delivery Date: .
11. First Termination or Purchase Date: TWENTY-FOUR (24)
MONTHS AFTER THE
BASIC TERM COMMENCEMENT DATE.
12. Interest Rate: 11.00 % per annum.
13. Lessee agrees and acknowledges that the Capitalized Lessor's Cost of
the Equipment as stated on the Schedule is equal to the fair market
value of the Equipment on the date hereof.
14. Option Payment: $1.00 .
15. Total Finance Charge: $152,048.90 .
16. Total Obligations: $2,543,203.68 .
C. TERM AND RENT
1. Interim Rent. For the period from and including the Lease
Commencement Date to the Basic Term Commencement Date ("Interim
Period"), Lessee shall pay as rent ("Interim Rent") for each unit of
Equipment, the product of the Daily Lease Rate Factor times the
Capitalized Lessor's Cost of such unit times the number of days in the
Interim Period. Interim Rent shall be due on N/A .
2. Basic Term Rent. Commencing on MAY 17, 1997 and on the same
day of each MONTH thereafter (each, a "Rent Payment Date") during
the basic Term, Lessee shall pay as rent ("Basic Term Rent") the
product of the Basic Term Lease Rate Factor times the Capitalized
Lessor's Cost of all Equipment on this Schedule.
3. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably
authorizes Lessor to adjust the Capitalized Lessor's Cost up or down
by no more than 10% to account for equipment change orders, equipment
returns, invoicing errors, and similar matters. Lessee acknowledges
and agrees that the Rent shall be adjusted as a result of such change
in the Capitalized Lessor's Cost (pursuant to paragraphs 1 and 2
above). Lessor shall send Lessee a written notice stating the final
Capitalized Lessor's Cost, if different from that disclosed on this
Schedule.
D. INSURANCE
1. Public Liability: $1,000,000 total liability per occurrence.
2. Casualty and Property Damage: An amount equal to the higher of the
Stipulated Loss Value or the full replacement cost of the Equipment.
E. INTEREST RATE: Interest shall accrue from the Lease Commencement Date
through and including the date of termination of the Lease.
F. SECURITY DEPOSIT: In consideration of, and as an inducement for
Lessor to lease to Lessee the equipment listed on Annex A attached
hereto, Lessee shall deposit and pledge with Lessor the sum of
$597,788.69 and shall execute an agreement substantially in the form
of Annex G hereto (the "Security Deposit Pledge Agreement"). Lessee
acknowledges and agrees that should Lessor, in accordance with the
terms of the Security Deposit Pledge Agreement, partially release any
amount of such deposit, Lessor shall adjust the rent accordingly.
G. PRE-PAYMENT: Lessee may at any time prepay in whole or in part the
Rent under this Schedule, for reasons of any adjustment or otherwise
(except in an event of default), without penalty of any kind.
(Including rule of 78).
2
H. REPORTS: Only for purposes of the Equipment listed in Annex A hereto,
Lessee shall report in writing if any such Equipment is lost or
damaged where the estimated repair costs exceed 20% of its then fair
market value.
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not
binding or effective with respect to the Agreement or Equipment until
executed on behalf of Lessor and Lessee by authorized representatives of
Lessor and Lessee, respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first
above written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL
CORPORATION OF PUERTO RICO PEPSI COLA PUERTO RICO BOTTLING COMPANY
By:/S/ TOMS NIDO By:/S/ ▇▇▇▇▇▇ ▇▇▇
----------------------- ----------------------------
Name: TOMS NIDO Name: ▇▇▇▇▇▇ ▇▇▇
--------------------- --------------------------
Title: PRESIDENT Title: CHIEF EXECUTIVE OFFICER
-------------------- -------------------------
Attest: By:/S/ ▇▇▇▇▇ VIRGINIA
----------------------------
By:/S/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ VIRGINIA
----------------------- --------------------------
Name:/S/ ▇▇▇▇▇ ▇▇▇▇▇ Title: CHIEF FINANCIAL OFFICER
--------------------- -------------------------
ANNEX A
TO
SCHEDULE NO. 1
DATED THIS APRIL , 1997
TO MASTER LEASE AGREEMENT (Quasi)
DATED AS OF APRIL 18, 1997
SUPPLIER(S) NAMES AND ADDRESSES
--------------------------------
▇▇▇▇▇ Narco
▇▇▇▇▇ Narco Blvd.
Williston, S.C. 29853
DESCRIPTION OF EQUIPMENT
------------------------
Type and
Model of Number of Cost per SERIAL
MANUFACTURER EQUIPMENT UNITS UNIT NUMBERS
------------ ---------- --------- -------- ---------
SEE ATTACHED EQUIPMENT LIST
Initials:/S/ TOMS NIDO /S/ ▇▇▇▇▇ VIRGINIA /S/ ▇▇▇▇▇▇ ▇▇▇
----------------- ------------------ --------------
Lessor Lessee Lessee
ANNEX B
TO
SCHEDULE NO. 1
DATED THIS APRIL , 1997
TO MASTER LEASE AGREEMENT
DATED AS OF APRIL 18, 1997
▇▇▇▇ OF SALE
------------
PEPSI COLA PUERTO RICO BOTTLING COMPANY ("Seller"), in consideration of the
sum of TWO MILLION THREE HUNDRED NINETY ONE THOUSAND ONE HUNDRED FIFTY FOUR
AND SEVENTY EIGHT CENTS ($2,391,154.78) paid by GE CAPITAL CORPORATION OF
PUERTO RICO (hereinafter called Buyer), receipt of which is hereby
acknowledged, hereby grants, sells, transfers and delivers to Buyer the
equipment described below (hereinafter called Equipment), along with
whatever claims and rights Seller may have against the manufacturer and/or
Supplier of the Equipment, including but not limited to all warranties and
representations.
EQUIPMENT DESCRIPTION
---------------------
SEE EQUIPMENT LIST
Buyer is purchasing the Equipment for leasing back to the Seller pursuant
to the Lease. Seller represents and warrants to Buyer that (1) Buyer will
acquire by the terms of this ▇▇▇▇ of Sale good title to the Equipment free
from all liens and encumbrances whatsoever; (2) Seller has the right to
sell the Equipment; and (3) the Equipment has been delivered to Seller in
good order and condition, and it conforms to the specifications,
requirements and standards applicable thereto.
Seller agrees to save and hold harmless Buyer from and against any and all
federal, state, municipal and local license fees and taxes of any kind or
nature, including, without limiting the generality of the foregoing, any
and all excise, personal property, use and sales taxes, and from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, and suits resulting therefrom and imposed upon, incurred
by or asserted against Buyer as a consequence of the sale of the Equipment
to, or the ownership, possession, operation or use of the Equipment, by
Seller.
Signed and executed on this 18 day of April, 1997, in __________, Puerto
Rico.
Buyer: General Electric Capital Corporation of P.R.
By:/S/ TOMS NIDO
-------------------------
Toms Nido - President
Seller: Pepsi Cola Puerto Rico Bottling Company
By:/S/ ▇▇▇▇▇▇ ▇▇▇ By:/S/ ▇▇▇▇▇ VIRGINIA
--------------------------------- --------------------------------
▇▇▇▇▇▇ ▇▇▇ - Chief Executive Officer ▇▇▇▇▇ Virginia - Chief Financial
Officer
ANNEX C
TO
SCHEDULE NO. 1
DATED THIS APRIL , 1997
TO MASTER LEASE AGREEMENT (Quasi)
DATED AS OF APRIL 18, 1997
CERTIFICATE OF ACCEPTANCE
To: GENERAL ELECTRIC CAPITAL CORPORATION OF P.R. ("Lessor")
--------------------------------------------
Pursuant to the provisions of the Master Lease Agreement (Quasi) and
Schedule No. 1 thereto, Lessee hereby certifies and warrants that (a) all
Equipment listed below has been delivered on the delivery date specified
below; Lessee has inspected the Equipment, and all such testing as it deems
necessary has been performed by Lessee, Supplier or the manufacturer; and
Lessee accepts the Equipment for all purposes of the Lease, the Purchase
Documents and all attendant documents.
Lessee does further certify that as of the date hereof (i) Lessee is
not in default under the Lease; and (ii) the representations and warranties
made by Lessee pursuant to or under the Lease are true and correct on the
date hereof.
DESCRIPTION OF EQUIPMENT
------------------------
Type and
Model of Delivery
MANUFACTURER SERIAL NUMBER EQUIPMENT DATE
------------ ------------- --------- --------
SEE ATTACHED EQUIPMENT LIST
/S/ ▇▇▇▇▇ VIRGINIA /S/ ▇▇▇▇▇▇ ▇▇▇
------------------------- -------------------------
Authorized Representative Authorized Representative
Dated: 4/18/97
ANNEX D
TO
SCHEDULE NO. __
DATED THIS APRIL , 1997
TO MASTER LEASE AGREEMENT (Quasi)
DATED AS OF APRIL 18, 1997
STIPULATED LOSS AND TERMINATION VALUE TABLE*
Date Starting TakeDowns Debt Interest Principal Remaining
Balance Service Balance
Apr-17-97 0.00 2,391,154.78 0.00 0.00 0.00 2,391,154.78
May 17-97 2,391,154.78 0.00 105,966.82 11,936.13 94,030.69 2,297,124.09
Jun-17-97 2,297,124.09 0.00 105,966.82 11,466.75 94,500.07 2,202,624.02
Jul-17-97 2,202,624.02 0.00 105,966.82 10,995.03 94,971.79 2,107,652.23
Aug-17-97 2,107,652.23 0.00 105,966.82 10,520.95 95,445.87 2,012,206.36
Sep-17-97 2,012,206.36 0.00 105,966.82 10,044.50 95,922.32 1,916,284.04
Oct-17-97 1,916,284.04 0.00 105,966.82 9,565.68 96,401.14 1,819,882.90
Nov-17-97 1,819,882.90 0.00 105,966.82 9,084.47 96,882.35 1,723,000.55
Dec-17-97 1,723,000.55 0.00 105,966.82 8,600.85 97,365.97 1,625,634.58
------------ ---------- --------- ----------
2,391,154.78 847,734.56 82,214.36 765,520.20
Jan-17-98 1,625,634.58 0.00 105,966.82 8,114.82 97,852.00 1,527,782.58
Feb-17-98 1,527,782.58 0.00 105,966.82 7,626.36 98,340.46 1,429,442.12
Mar-17-98 1,429,442.12 0.00 105,966.82 7,135.47 98,831.35 1,330,610.77
Apr-17-98 1,330,610.77 0.00 105,966.82 6,642.13 99,324.69 1,231,286.08
May-17-98 1,231,286.08 0.00 105,966.82 6,146.32 99,820.50 1,131,465.58
Jun-17-98 1,131,465.58 0.00 105,966.82 5,648.03 100,318.79 1,031,146.79
Jul-17-98 1,031,146.79 0.00 105,966.82 5,147.26 100,819.56 930,327.23
Aug-17-98 930,327.23 0.00 105,966.82 4,644.00 101,322.82 829,004.41
Sep-17-98 829,004.41 0.00 105,966.82 4,138.21 101,828.61 727,175.80
Oct-17-98 727,175.80 0.00 105,966.82 3,629.91 102,336.91 624,838.89
Nov-17-98 624,838.89 0.00 105,966.82 3,119.06 102,847.76 521,991.13
Dec-17-98 521,991.13 0.00 105,966.82 2,605.67 103,361.15 418,629.98
------------ ------------ --------- ------------
0.00 1,271,601.84 64,597.24 1,207,004.60
Jan-17-99 418,629.98 0.00 105,966.82 2,089.71 103,877.11 314,752.87
Feb-17-99 314,752.87 0.00 105,966.82 1,571.18 104,395.64 210,357.23
Mar-17-99 210,357.23 0.00 105,966.82 1,050.06 104,916.76 105,440.47
Apr-17-99 105,440.47 0.00 105,966.82 526.35 105,440.47 0.00
0.00 423,867.28 5,237.30 418,629.98
------------ ------------ ---------- ------------
TOTAL 2,391,154.78 2,543,203.68 152,048.90 2,391,154.78
============ ============ ========== ============
Initials:/S/ TOMS NIDO /S/ ▇▇▇▇▇ VIRGINIA /S/ ▇▇▇▇▇▇ ▇▇▇
----------------- ------------------ --------------
Lessor Lessee Lessee
*In the event of prepayment or partial repayment we agree to use straight
amortization of principal & interest.
ANNEX E
CERTIFICATE
OF
CORPORATE RESOLUTION
OF
PEPSI-COLA PUERTO RICO BOTTLING COMPANY
The undersigned hereby certifies that he is the Secretary of Pepsi-
Cola Puerto Rico Bottling Company, a corporation validly existing and
organized under the laws of the State of Delaware, which Corporation is
presently subsisting and in good standing under such laws and is duly
qualified to conduct its business in every jurisdiction where the laws
require it to be so qualified; that the following is a true accurate and
compared transcript of resolutions duly adopted at a meeting of the Board
of Directors of said Corporation duly held on the 13th day of February of
1997, at which meeting a quorum was present and that the proceedings were
in accordance with the Articles and By-laws of said Corporation, and that
said resolutions have not been amended, rescinded modified or revoked, and
are in full force and effect:
"RESOLVED, that each of Messrs. ▇▇▇▇▇▇ ▇▇▇ and/or ▇▇▇▇▇
Virginia be, and hereby is, authorized and empowered in the name
and on behalf of this Corporation to enter into, execute and
deliver a Master Lease Agreement (Quasi), between this
Corporation as lessee and GENERAL ELECTRIC CAPITAL CORPORATION OF
PUERTO RICO (hereinafter called "Lessor") as lessor, and such
Schedules as may be now or hereafter attached thereto, providing
for the leasing to (or sale and leaseback by) this Corporation of
certain equipment; and
FURTHER RESOLVED, that each of said Messrs. Nin and/or
Virginia be, and hereby is authorized and empowered in the name
and on behalf of this Corporation to enter into, execute and
deliver any documents which are necessary or appropriate to
effectuate the lease (or sale and leaseback) of equipment from
Lessor (including, without limitation, bills of sale in the case
of any sale-leaseback); and
FURTHER RESOLVED, that each of said Messrs. Nin and/or
Virginia be, and hereby is, authorized and empowered to do and
perform all other acts and deeds that may be necessary or
appropriate in connection with the lease (or sale and leaseback)
of equipment from Lessor (including, without limitation, the
delegation of authority to perform any such acts or deeds to any
employee of this Corporation).
IN WITNESS WHEREOF, I have set my hand and affixed the seal of said
Corporation this 17th day of April, 1997.
(CORPORATE SEAL) /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Secretary
2
ANNEX F
TO
SCHEDULE NO. 1
DATED THIS APRIL 18, 1997
TO MASTER LEASE AGREEMENT (QUASI)
DATED AS OF APRIL 18, 1997
PENDING LITIGATION
------------------
I. SHAREHOLDER'S SUITS
1. ▇▇▇▇▇▇ AND ▇▇▇▇▇ ▇▇▇▇▇ V. PEPSI-COLA PUERTO RICO BOTTLING CO.,
▇▇▇▇▇▇▇ ▇. BEACH AND ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Civil Action no. 96-2290 in the
United States District Court, Southern District of Florida.
2. THE GREAT NECK CAPITAL APPRECIATION INVESTMENT PARTNERSHIP, L.P.
AND ▇▇▇ ▇▇▇▇ V. ▇▇▇▇▇▇▇ ▇. BEACH, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND PEPSI-COLA PUERTO
RICO BOTTLING COMPANY, Case Number 96-8578 in the United States District
Court, Southern District of Florida.
3. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ON BEHALF OF HERSELF AND ALL OTHER SIMILARLY
SITUATED V. PEPSI-COLA PUERTO RICO BOTTLING COMPANY, A DELAWARE
CORPORATION, ▇▇▇▇▇▇▇ ▇. BEACH AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Case Number 96-8590 in
the United States District Court, Southern District of Florida.
4. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ V. PEPSI-COLA PUERTO RICO BOTTLING COMPANY,
▇▇▇▇▇▇▇ ▇. BEACH, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Civil Action No.
96-4010, in the United States District Court, Eastern District of New York.
5. ▇▇▇▇▇▇ SHAKEN, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY
SITUATED V. PEPSI-COLA PUERTO RICO BOTTLING COMPANY, ▇▇▇▇▇▇▇ ▇. BEACH,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Civil Action Number 96-8712 in the
Untied States District Court, Southern District of Florida Northern
Division.
6. ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
TALLABOA HEAVY EQUIPMENT CORP.; ▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ V. PEPSI-COLA PUERTO RICO BOTTLING COMPANY; PAINEWEBBER,
INCORPORATED; ▇▇▇▇▇▇▇▇▇▇▇ & CO., INC. KMPG PEAT MARWICK, KPMG PEAT MARWICK
LLP; KPMG ▇▇▇▇▇▇▇▇▇▇▇▇ PICKENHAYN ▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇. BEACH; ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; ▇▇▇▇ ▇. ▇▇▇▇; ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇; C. ▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ABC, INC., DEF, INC.; MR. AND
MRS. Y, Civil No. 96-1997, in the United States District Court for the
District of Puerto Rico.
7. SWEETWATER INVESTMENTS V. ▇▇▇▇▇▇▇ ▇. BEACH, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND PEPSI-COLA PUERTO RICO BOTTLING COMPANY, Civil Case
No. 96-8671 in the United States District Court, Southern District of
Florida.
8. ▇▇▇▇▇▇ ▇▇▇▇▇▇ V. ▇▇▇▇▇▇▇ ▇. BEACH, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ AND PEPSI-COLA BOTTLING COMPANY, Civil Case No. 96-2459 in the
United States District Court, Southern District of Florida.
9. TURABO MEDICAL CENTER; HARZAN MORTGAGE; ▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ DE LA OBRA, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, TRUSTEE OF
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ PLAN; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; CSAR ▇. ▇▇▇▇;
▇▇▇▇▇ ▇. ▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇; ▇▇▇ ▇▇▇▇▇▇; HCTOR VLEZ; PADRE
ZERVIGNON, ▇▇▇▇ ▇▇▇▇▇▇ PREZ; DR. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ VLEZ; ▇▇▇▇▇
▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ AND ▇▇▇ ▇▇▇▇
▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ GAROIS SASCO AND
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, RODFAM INVESTMENTS, INC., V. ▇▇▇▇▇▇▇
▇. BEACH; ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; AND PEPSI-COLA PUERTO RICO
BOTTLING COMPANY, Civil Action No. 96-2250, in the United States District
Court for the District of Puerto Rico.
II. INVESTIGATIONS
1. IN THE MATTER OF PEPSI-COLA PUERTO RICO BOTTLING COMPANY (HO-
3199), investigation by the Securities Exchange Commission,
III. OTHER LITIGATION
1. Litigation and jury determination entered against Pepsi-Cola
Puerto Rico Bottling Company, Velco and other defendants related to a car
collision in Road 165 by the relatives of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Cintrn, his
wife, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, their son and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Dvila.
2. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ V. PEPSI-COLA PUERTO RICO BOTTLING
COMPANY, Case No. 95-2033 (PG) in the United States District Court for the
District of Puerto Rico.
3. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇. PEPSI-COLA PUERTO RICO BOTTLING
COMPANY, Civil No. KDP-94-1098.
4. ▇▇▇▇▇ ▇▇▇▇▇▇▇ V. PEPSI-COLA PUERTO RICO BOTTLING COMPANY, Case
No. KPE-95-0498.
5. ▇▇▇ ▇▇▇▇▇ V. PEPSI-COLA PUERTO RICO BOTTLING COMPANY, Case No.
FAC-96-0433 (401).
ANNEX G
TO
SCHEDULE NO. 1
DATED THIS April 18, 1997
TO MASTER LEASE AGREEMENT (Quasi)
DATED AS OF April 18, 1997
SECURITY DEPOSIT PLEDGE AGREEMENT
---------------------------------
(Lease)
THIS SECURITY DEPOSIT PLEDGE AGREEMENT (THIS "AGREEMENT") is made and
entered into as of the 18 day of April, 1997 by and between PEPSI COLA
PUERTO RICO BOTTLING COMPANY, a Delaware corporation with its principal
place of business at ▇▇▇▇▇▇▇▇▇ # ▇▇▇ Km 0.4 Barrio ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Toa
Baja, PR ("LESSEE") and General Electric Capital Corporation of Puerto
Rico, a foreign corporation, with its principal place of business at Cond.
Torre De La Reina, ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("LESSOR").
In consideration of, and as an inducement for Lessor to lease to
Lessee certain equipment under the Master Lease Agreement, dated as of
April 18, 1997 (the "MASTER LEASE AGREEMENT AND SCHEDULE 1, INCLUDING ALL
ANNEXES THERETO, ARE HEREINAFTER REFERRED TO AS "LEASE"), and to secure the
payment and performance of all of Lessee's obligations under the Lease,
Lessee hereby deposits and pledges with Lessor the sum of FIVE HUNDRED
NINETY SEVEN THOUSAND SEVEN HUNDRED EIGHTY EIGHT DOLLARS AND 69/100
($597,788.69) (the "Collateral"), such pledge to be upon the terms and
conditions set forth below:
1. Lessee delivers the Collateral to Lessor to secure Lessee's
performance of its obligations under the Lease, including, but not limited
to, the timely payment of Rent;
2. The Collateral deposited with Lessor shall not accrue interest.
Lessor may commingle the Collateral with its other funds.
3. After any default by Lessee under the Lease and while the same is
continuing, upon, or at any time after said default, Lessor may apply the
Collateral towards the satisfaction of Lessee's obligations under the Lease
and the payment of all costs and expenses incurred by Lessor as a result of
such default, including but not limited to, costs of repossessing equipment
and attorneys' fees. Such application shall not excuse the performance at
the time and in the manner prescribed of any obligation of Lessee or cure a
default of Lessee. Upon the application by Lessor of any amount of the
Collateral pursuant to the terms of this paragraph, Lessee shall be
obligated to immediately pay to Lessor an amount sufficient to cause the
Collateral to equal the amount first set forth above. Notwithstanding the
foregoing, on or about six months from the date hereof, Lessor shall
consider the partial release of the Collateral in order to, from that
moment on, always maintain the deposit at approximately 25% of the then
outstanding balance on the Lease. This partial release shall be
conditioned upon Lessee's compliance with the terms of this Lease and that,
in Lessor's sole opinion, no material adverse change has occurred in
Lessee's financial condition.
4. Lessor shall have no duty to first commence an action against or
seek recourse from Lessee, in the event of a default under the Lease,
before enforcing the provisions of, and proceedings under the provisions of
this Agreement. The obligations of Lessee under this Agreement shall be
absolute and unconditional and shall remain in full force and effect
without regard to, and shall not be released or discharged or in any way
affected by:
(a) any amendment or modification of or supplement to the Lease;
(b) any exercise or non-exercise of any right, remedy or
privilege under or in respect to this Agreement, the Lease, or any
other instrument provided for in the Lease, or any waiver, consent,
explanation, indulgence or actions or inaction with respect to any
such instrument; or
(c) any bankruptcy, reorganization, arrangement, readjustment,
composition, liquidation or similar proceeding of Lessee.
5. Upon the termination of the Lease and the satisfaction of all of
the obligations of Lessee thereunder, Lessor shall deliver to Lessee the
Collateral (less any portion of same cashed, sold, assigned or delivered
pursuant to and under the conditions specified in paragraph 3 hereof), and
this Agreement shall thereupon be without further effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION OF PEPSI COLA P.R. BOTTLING COMPANY
PUERTO RICO
BY:/S/ TOMS NIDO By:/S/ ▇▇▇▇▇▇ ▇▇▇
------------------------------ ------------------------
Title: TOMS NIDO - PRESIDENT Title: ▇▇▇▇▇▇ ▇▇▇ - CHIEF EXECUTIVE
-------------------------- OFFICER
-----------------------------
Lessee:
Pepsi Cola P.R. Bottling Company
By:/S/ ▇▇▇▇▇ VIRGINIA
-------------------------
Title: ▇▇▇▇▇ VIRGINIA - CHIEF FINANCIAL OFFICER
-----------------------------------------
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63421107
63421163
63421171
63421211
63421225
63421226
63421227
63421243
63421245
63421250
63421251
63421257
63421258
63421262
63421265
63421267
63421269
63421270
63421289
63421291
63421314
63421342
63421408
63421412
63421422
63421429
63421433
63421436
63421445
63421449
3
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63421189
63421297
63421298
63421302
63421303
63421304
63421306
63421315
63421317
63421318
63421320
63421321
63421324
63421334
63421335
63421340
63421341
63421343
63421349
63421352
63421361
63421362
63421364
63421365
63421367
63421375
63421378
63421380
63421384
63421387
4
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63421239
63421277
63421286
63421312
63421322
63421325
63421328
63421333
63421337
63421344
63421353
63421355
63421360
63421374
63421382
63421390
63421393
63421395
63421397
63421399
63421401
63421404
63421405
63421406
63421413
63421414
63421418
63421419
63421423
63421432
5
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420865
63420925
63420957
63420959
63420967
63420971
63420973
63420974
63420981
63420985
63420991
63421011
63421018
63421019
63421021
63421022
63421023
63421027
63421029
63421033
63421035
63421045
63421046
63421048
63421055
63421059
63421063
63421081
63421202
63421234
6
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420793
63421010
63421018
63421131
6342113?
63421138
63421148
63421152
63421155
63421165
63421170
63421175
63421176
63421179
63421182
63421183
63421184
63421185
63421188
63421193
63421197
63421203
63421204
63421205
63421212
63421214
63421228
63421240
63421247
63421255
7
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63421216
63421223
63421238
63421242
63421366
63421370
63421376
63421379
63421381
63421386
63421398
63421402
63421417
63421425
63421426
63421435
63421438
63421440
63421441
63421446
63421447
63421452
63421454
63421455
63421456
63421461
63421462
63421467
63421469
63421470
8
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420882
63421052
63421053
63421067
63421076
63421077
63421079
63421082
63421083
63421090
63421095
63421098
63421103
63421104
63421105
63421106
63421111
63421118
63421120
63421125
63421126
63421127
63421129
63421130
63421132
63421134
63421137
63421141
63421142
63421160
9
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420786
63420812
63420931
63420976
63421351
63421371
63421388
63421396
63421400
63421424
63421427
63421428
63421430
63421434
63421437
63421442
63421444
63421448
63421450
63421451
63421453
63421457
63421458
63421459
63421460
63421463
63421464
63421465
63421466
63421468
10
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63421271
63421301
63421319
63421329
63421330
63421336
63421339
63421346
63421350
63421354
63421357
63421359
63421372
63421373
63421383
63421385
63421389
63421391
63421392
63421394
63421403
63421407
63421409
63421410
63421411
63421415
63421416
63421420
63421421
63421431
11
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63421181
63421220
63421224
63421231
63421233
63421252
63421254
63421260
63421261
63421263
63421264
63421266
63421268
63421273
63421274
63421279
63421280
63421281
63421282
63421285
63421287
63421288
63421290
63421292
63421293
63421295
63421348
63421368
63421439
63421443
12
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63421229
63421272
63421275
63421276
63421278
63421284
63421294
63421296
63421299
63421300
63421305
63421307
63421308
63421309
63421310
63421311
63421313
63421316
63421323
63421326
63421327
63421331
63421332
63421338
63421345
63421347
63421356
63421358
63421363
63421369
13
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63141048
63141049
63141050
63141058
63141060
63141066
63141068
63141072
63141075
63141077
63141079
63141083
63141086
63141088
63141089
63141090
63141100
63141101
63141125
63141130
63141135
63141137
63141138
63141141
63141142
63141145
14
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63141052
63141053
63141055
63141056
63141059
63141069
63141080
63141082
63141087
63141095
63141102
63141103
63141105
63141107
63141123
63141124
63141132
63141134
63141136
63141139
63141140
63141143
63141146
63141147
63141148
63141150
15
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63141062
63141063
63141064
63141065
63141067
63141071
63141073
63141076
63141081
63141091
63141092
63141093
63141108
63141109
63141110
63141111
63141112
63141113
63141114
63141115
63141116
63141118
63141120
63141121
63141122
63141126
16
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63141051
63141054
63141057
63141061
63141070
63141074
63141078
63141084
63141085
63141094
63141096
63141097
63141098
63141099
63141104
63141106
63141117
63141119
63141127
63141128
63141129
63141131
63141133
63141144
63141149
63141151
17
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420994
63421060
63421065
63421144
63421154
63421164
63421168
63421167
63421172
63421173
63421174
63421177
63421178
63421180
63421186
63421187
63421190
63421191
63421195
63421196
63421198
63421199
63421200
63421206
63421207
63421210
63421213
63421215
63421221
63421222
18
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420878
63420923
63420924
63420932
63420945
63420965
63421009
63421032
63421034
63421038
63421047
63421049
63421051
63421057
63421062
63421064
63421066
63421069
63421070
63421073
63421080
63421085
63421091
63421096
63421099
63421100
63421101
63421115
63421123
63421133
19
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63421072
63421084
63421092
63421108
63421112
63421117
63421119
63421121
63421122
63421128
63421135
63421136
63421139
63421140
63421143
63421146
63421147
63421149
63421150
63421151
63421153
63421156
63421157
63421158
63421159
63421161
63421162
63421168
63421169
63421377
20
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420881
63420943
63420954
63420960
63420964
63421025
63421026
63421040
63421042
63421050
63421054
63421056
63421058
63421061
63421068
63421071
63421074
63421075
63421078
63421087
63421088
63421089
63421094
63421097
63421109
63421110
63421113
63421114
63421116
63421145
21
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420788
63420888
63420969
63420970
63420977
63420978
63420979
63420982
63420995
63420996
63420998
63421000
63421001
63421006
63421007
63421008
63421012
63421014
63421015
63421016
63421017
63421020
63421024
63421028
63421030
63421036
63421037
63421039
63421041
63421043
22
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420822
63420852
63420858
63420877
63420883
63420891
63420909
63420920
63420933
63420935
63420936
63420937
63420941
63420942
63420946
63420947
63420953
63420955
63420961
63420966
63420980
63420983
63420990
63420992
63420993
63420997
63420999
63421002
63421003
63421004
23
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420795
63420799
63420827
63420829
63420847
63420859
63420861
63420863
63420867
63420869
63420871
63420873
63420876
63420879
63420887
63420893
63420898
63420899
63420904
63420905
63420907
63420908
63420911
63420913
63420914
63420915
63420917
63420918
63420930
63420950
24
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420784
63420785
63420790
63420792
63420831
63420838
63420851
63420857
63420860
63420866
63420868
63420870
63420872
63420874
63420875
63420880
63420885
63420886
63420890
63420894
63420895
63420901
63420916
63420922
63420927
63420928
63420951
63420952
63420963
63420986
25
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420791
63420798
63420801
63420804
63420813
63420821
63420824
63420825
63420832
63420834
63420844
63420864
63420889
63420892
63420896
63420900
63420902
63420903
63420906
63420910
63420912
63420919
63420926
63420929
63420938
63420940
63420944
63420948
63420949
63420956
26
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420781
63420783
63420789
63420794
63420800
63420810
63420815
63420816
63420817
63420830
63420836
63420839
63420845
63420850
63420853
63420854
63420855
63420856
63420884
63420897
63420921
63420934
63420939
63420958
63420972
63420975
63420984
63420987
63420988
63420989
27
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420782
63420787
63420796
63420797
63420802
63420803
63420805
63420806
63420807
63420808
63420809
63420811
63420814
63420818
63420819
63420820
63420823
63420826
63420828
63420833
63420835
63420837
63420840
63420841
63420842
63420843
63420846
63420848
63420849
63420862
28
EQUIPMENT LIST
▇▇▇▇▇-NARCO, INC.
PACKING LIST
SOLD PEPSI COLA FOOD SERVICE SHIP PEPSI COLA FOOD SERVICE
TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26 TO AVE ▇▇▇▇▇ ▇▇▇▇▇▇ #26
RIO PIEDRAS 00924 RIO PEDRAS 00924
PUERTO RICO 0000000000 PUERTO RICO 0000000000
QTY PRODUCT NUMBER QUANTITY DESCRIPTION
CATALOG NUMBER ORDERED
63420962
63420968
63421005
63421044
63421086
63421093
63421102
63421124
63421192
63421194
63421201
63421208
63421209
63421217
63421218
63421219
63421230
63421232
63421235
63421236
63421237
63421241
63421244
63421246
63421248
63421249
63421253
63421256
63421259
63421283
29
