Exhibit 10(m) Lease Agreement dated July 14, 1999 between LifePoint and
FirstCorp
FIRSTCORP
First In Equipment Leasing
First Portland Corporation
0000 XX Xxxxx Xxxxxx, Xxxxxxxx, XX 00000-0000
503.684.3417 000.000.0000 FAX 000.000.0000
MASTER LEASE AGREEMENT
NUMBER 913142
LESSEE NAME AND ADDRESS
LIFEPOINT, INC. A DELAWARE CORPORATION
00000 XXXXXXXXX XXXXXX
XXXXXX XXXXXXXXX, XX 00000
Terms and Conditions
1. LEASE. LESSOR and LESSEE agree that the terms of
this Master Lease Agreement shall apply to and be incorporated
by reference in one or more Lease Schedules in substantially the
form of Exhibit A hereto (which reference(s) the Master Lease
Agreement Number indicated above). The word "LEASE" shall
mean any one of the individual Lease Schedules executed
hereunder, each of which shall incorporate the terms and
conditions of this Master Lease Agreement and shall be
evidenced by the original Lease Schedule and an attached copy of
its Master Lease Agreement. The word "EQUIPMENT" shall
mean the equipment which is the subject of any one of the
LEASES. Each Lease Schedule will include an EQUIPMENT
description, the EQUIPMENT location, the minimum lease term
and payment and security deposit information. Each LEASE
shall be enforceable upon execution by LESSEE and subsequent
counter-signature by LESSOR indicating acceptance.
2. RENTAL PAYMENTS. Unless otherwise agreed in
writing, each regular periodic payment of rent due during the
term of each LEASE shall be due on the first day of the month
(the billing date). The first billing date under each LEASE shall
be the first day of the month following LESSEE's acceptance of
the EQUIPMENT, or, if LESSEE's acceptance occurs after the
20th day of a month, then the first billing date shall be the first
day of the second month following LESSEE's acceptance.
LESSEE shall pay pro rated rent, together with applicable taxes,
from the date of acceptance of the EQUIPMENT until the first
billing date as interim rent. In addition, LESSEE shall pay to
LESSOR as additional interim rent an amount equal to one
thirtieth of the proportional monthly rental payment per day for
any amount funded by LESSOR prior to acceptance of the
EQUIPMENT by LESSEE. LESSEE agrees to pay rent for the
minimum term specified above following the interim rent period
and until the EQUIPMENT is returned to LESSOR on expiration
or earlier termination of the LEASE. Each periodic rental
installment shall be the sum set forth above or on an attached
schedule plus any applicable sales and/or use taxes, and shall, at
LESSOR's option, include a pro rata portion of that year's
property tax. Payments shall be made by LESSEE at LESSOR's
address set forth herein or as otherwise directed by LESSOR.
LESSEE shall not xxxxx, set off, deduct any amount or reduce
any payment for any reason without the prior written consent of
LESSOR. Payments are delinquent if not in LESSOR's
possession by the due date.
3. COMMENCEMENT AND TERMINATION. The
LEASE term shall commence on acceptance of the EQUIPMENT
by LESSEE. The LEASE shall terminate on the expiration of its
minimum term in months as set forth in the Lease Schedule
following the first billing date and the fulfillment of all
obligations of LESSEE thereunder or upon notice by LESSOR in
the case of LESSEE default. In the event LESSEE retains part or
all of the EQUIPMENT beyond the term of the LEASE, then the
terms of the LEASE shall stay in effect during such hold-over
period, subject to LESSOR's right on default to terminate the
LEASE.
4. NO WARRANTIES BY LESSOR. LESSOR makes
no warranty, express, implied or statutory, as to any matter
whatsoever, including the condition of the EQUIPMENT, its
merchantability or its fitness for any particular purpose, and
as to LESSOR, LESSEE leases the EQUIPMENT "as is".
5. CHOICE OF LAW, VENUE AND JURISDICTION. The LEASE shall
be deemed to have been made and shall be construed in accordance
with the laws of the State of Oregon or breach of the LEASE must be
instituted and maintained in Multnomah County, State of Oregon, and
LESSEE expressly agrees to submit to personal jurisdiction in such venue.
6. ASSIGNMENT. Without LESSOR's prior written
consent, LESSEE shall not assign, transfer, pledge,
hypothecate or otherwise dispose of the LEASE, any interest
therein, or sublease or loan the EQUIPMENT or permit it to be
used by anyone other than LESSEE or LESSEE's qualified
employees. LESSOR may assign the LEASE and/or grant a
security interest in the EQUIPMENT, in whole or in part, to one
or more assignees, without notice to LESSEE. LESSOR's
assignee(s) and/or the secured party(ies) may reassign the
LEASE, and/or such security interest without notice to LESSEE.
Each such assignee and/or such secured party shall have all rights
of LESSOR under the LEASE, but no such assignee or secured
party shall be bound to perform any obligation of LESSOR.
LESSEE shall recognize each such assignment and shall not
assert against any assignee and/or secured party any defense,
counterclaim or setoff it may have against LESSOR. LESSEE
acknowledges that any assignment or transfer by LESSOR shall
not materially change LESSEE's duties or obligations under the
LEASE nor materially increase the burdens or risks imposed on
LESSEE.
7. SELECTION AND ACCEPTANCE OF
EQUIPMENT. LESSEE has selected both the EQUIPMENT
and the supplier(s) from whom LESSOR is to purchase the
EQUIPMENT. LESSEE shall arrange for transportation, delivery
and installation of the EQUIPMENT at LESSEE's expense.
LESSEE acknowledges that it has examined the EQUIPMENT as
fully as it desires. If the EQUIPMENT is not properly installed,
its delivery is delayed, it does not operate as represented by the
supplier(s) or it is unsatisfactory for any reason, LESSEE shall
make no claim on account thereof against LESSOR. LESSEE
authorizes LESSOR to insert in the LEASE or other documents
the serial numbers and other identification information for the
EQUIPMENT as determined by LESSOR.
8. SUPPLIER/BROKER NOT AGENT OF LESSOR.
LESSEE understands and agrees that neither the supplier(s), nor
any salesperson or agent of the supplier(s), is an agent of
LESSOR. LESSEE further agrees that if any transaction
hereunder is presented to LESSOR by a lease broker, that such
broker is acting as an agent of LESSEE and is not an agent of
LESSOR. No salesperson or agent of the supplier(s) or broker(s)
is authorized to waive or alter any term or condition of the
LEASE, and no representation as to the EQUIPMENT or any
matter by the supplier(s) or broker(s) shall in any way affect
LESSEE's duty to pay rent and perform its other obligations set
forth in the LEASE.
9. SECURITY DEPOSIT. Security deposits received by
LESSOR are to guarantee prompt and full payment of rent and
the faithful and timely performance of all provisions of the
LEASE by LESSEE. Security deposits secure all obligations of
LESSEE to LESSOR under the LEASE or otherwise. No interest
shall accrue on the security deposit to the account of LESSEE. If
LESSEE is not in default under any agreement with LESSOR,
the security deposit shall be returned to LESSEE at the end of the
LEASE term. In the event LESSEE defaults on any of its
obligations to LESSOR, LESSOR shall have the right, but shall
not be obligated, to apply the security deposit to cure such
default. LESSEE shall, within ten (10) days, restore the security
deposit to the full amount held by LESSOR prior to its
application to cure such default.
10. CANCELLATION FOR NON-DELIVERY. If,
within 30 days after the LEASE is signed by LESSEE, the
EQUIPMENT has not been delivered to and accepted by
LESSEE and if LESSOR has accepted the LEASE by signing,
LESSOR, by written notice to LESSEE, shall have the option at
any time thereafter to terminate LESSOR's obligation, if any, to
lease the subject EQUIPMENT to LESSEE.
11. RETURN OF EQUIPMENT. On the expiration or
earlier termination of the LEASE, or on LESSEE default if
LESSOR chooses, LESSEE, at its expense, freight prepaid with
full original value declared and insured, shall immediately return
the EQUIPMENT unencumbered to LESSOR in good repair,
condition and working order, ordinary wear and tear resulting
from proper use thereof alone excepted, by properly packing it
for shipment and delivering it to any place designated by
LESSOR.
12. OWNERSHIP. The EQUIPMENT shall at all times
remain the personal property of LESSOR. LESSEE will at all
times protect and defend, at its own cost and expense, the
ownership of LESSOR against all claims, liens and legal
processes of creditors of LESSEE and other persons, and keep
the EQUIPMENT free and clear from all such claims, liens and
processes. If the LEASE is deemed at any time to be one
intended as security or should LESSOR agree at any time to sell
the EQUIPMENT to LESSEE, LESSEE agrees that the
EQUIPMENT shall secure, in addition to the indebtedness set
forth in the LEASE, indebtedness at any time owing by LESSEE
to LESSOR. Notwithstanding any other terms and conditions of
the LEASE, in the event that the EQUIPMENT includes
computer software, LESSEE agrees that LESSOR has not had,
does not have, nor shall have any title to such computer software.
LESSEE may have executed or may execute a separate software
license agreement(s) and LESSEE agrees that LESSOR is not a
party to nor responsible for any performance with regard to such
license agreement(s).
13. LOCATION AND RIGHT OF INSPECTION. The
EQUIPMENT shall be kept at the location specified on the Lease
Schedule or, if none is specified, at LESSEE's address as set forth
therein, and shall not be removed therefrom without LESSOR's
prior written consent. LESSOR shall have the right at any time
during normal business hours and upon reasonable notice to
inspect the EQUIPMENT and for that purpose have access to the
location of the EQUIPMENT.
14. USE AND OPERATION. LESSEE shall use the
EQUIPMENT in a careful manner and shall comply with all laws
relating to its possession, use and maintenance. LESSEE
represents that the EQUIPMENT shall be used in its business or
commercial concern and that no item of EQUIPMENT will be
used for personal, family or household purposes.
15. REPAIRS AND ALTERATIONS. LESSEE shall at
its own expense maintain the EQUIPMENT in good repair,
appearance and functional order. LESSEE agrees to comply with
all maintenance schedules and procedures recommended by the
manufacturer of the EQUIPMENT and, if available, purchase or
otherwise enter into and adhere to dealer maintenance contracts.
LESSEE shall not make any alterations, additions or
improvements to the EQUIPMENT without LESSOR's prior
written consent. All alterations, additions or improvements made
to the EQUIPMENT shall belong to LESSOR.
16. LOSS AND DAMAGE. LESSEE shall bear the entire
risk of loss, theft, damage or destruction of the EQUIPMENT
from any cause whatsoever and, as between LESSOR and
LESSEE, unless otherwise agreed between the parties, LESSEE
shall bear that risk of loss during transportation and delivery, and
LESSEE shall arrange and pay for transportation and delivery.
No loss, theft, damage or destruction of the EQUIPMENT shall
relieve LESSEE of the obligation to pay rent or to comply with
any other obligation under the LEASE. In the event of damage to
any item of EQUIPMENT, LESSEE shall immediately place the
same in good repair at LESSEE's expense. If LESSOR
determines that any item of EQUIPMENT is lost, stolen,
destroyed or damaged beyond repair, LESSEE shall, at LESSEE's
option: (a) replace the same with like equipment in good repair,
acceptable to LESSOR; or (b) pay LESSOR a sum equal to (i) all
amounts due by LESSEE to LESSOR under the LEASE up to the
date of the loss, (ii) the unpaid balance of the total rent for the
remaining term under the LEASE which is attributable to said
item of EQUIPMENT, and (iii) an amount equal to eighteen
percent (18%) of the original cost of said item of EQUIPMENT,
which the parties agree shall represent the fair market value of
LESSOR's residual interest in said item of EQUIPMENT. The
amounts in (ii) and (iii) shall be discounted to present value at a
discount rate of six percent (6%) per annum.
17. INSURANCE. LESSEE shall provide and maintain
primary insurance against loss, theft, damage or destruction of
the EQUIPMENT in an amount not less than the full replacement
value of the EQUIPMENT, with loss payable to LESSOR. At
LESSOR's request, LESSEE also shall provide and maintain
primary comprehensive general all risk liability insurance. Such
insurance shall include, but shall not be limited to, product
liability coverage, insuring LESSOR and LESSEE, with a
severability of interest endorsement or its equivalent, against any
and all loss or liability for all damages, either to persons, property
or otherwise, which might result from or happen in connection
with the condition, use or operation of the EQUIPMENT, with
such limits and with an insurer satisfactory to LESSOR. Each
policy shall expressly provide that the insurance as to LESSOR
shall not be invalidated by any act, omission or neglect of
LESSEE and cannot be canceled without ten (10) days written
notice to LESSOR. As to each policy, LESSEE shall furnish to
LESSOR a certificate of insurance from the insurer evidencing
the insurance coverage required by this Section. If LESSEE fails
to procure or maintain such insurance, LESSOR shall have the
right, but shall not be obligated, to obtain such insurance as to
LESSOR's and/or LESSEE's interests. In that event, LESSEE
shall repay to LESSOR the cost thereof with the next payment of
rent, together with late charges as set forth in Section 23.
LESSEE irrevocably appoints LESSOR as LESSEE's
attorney-in-fact to make claim for, receive payment of, and
execute and endorse all documents, checks or drafts received in
payment for loss or damage under such insurance policy(ies). All
obligations of this Section shall extend throughout the term of the
LEASE and until the EQUIPMENT is returned to LESSOR.
18. LIENS AND TAXES. LESSEE shall keep the
EQUIPMENT free and clear of all levies, liens and
encumbrances. LESSEE shall pay LESSOR, on or before the due
date, all charges and taxes, local, state or federal, which may now
or hereafter be imposed upon the ownership, leasing, rental, sale,
purchase, possession or use of the EQUIPMENT, excluding,
however, all taxes on LESSOR's income. If LESSEE fails to pay
said charges or taxes to LESSOR when due, LESSOR shall have
the right, but shall not be obligated, to pay said charges or taxes,
and add the same to the next payment of rent, together with late
charges as set out in Section 23. LESSEE agrees to pay a
reasonable fee to LESSOR for the processing of property tax
payments.
19. INDEMNITY. LESSEE shall indemnify LESSOR
against, and hold LESSOR harmless from, any and all claims,
actions, proceedings, expenses, damages and liabilities, including
attorney fees, arising in connection with the EQUIPMENT,
including, without limitation, its manufacture, selection,
purchase, delivery, possession, use, operation or return and the
recovery of claims under insurance policies thereon. This
indemnity provision shall survive termination, cancellation or
breach of the LEASE.
20. MISCELLANEOUS REPRESENTATIONS OF
LESSEE. LESSEE and any guarantor of the LEASE shall
provide LESSOR with such corporate resolutions, financial
statements not less than quarterly, and all other documents
regarding the financial or credit condition of LESSEE or any
guarantor which LESSOR may request from time to time.
LESSEE represents and warrants that all credit and financial
information submitted to LESSOR in connection with the
LEASE is true and correct in all respects. LESSEE agrees that
LESSOR and/or its assigns may at any time investigate the
credit-worthiness of LESSEE using all available means.
21. UNIFORM PERSONAL PROPERTY LEASING
ACT. To the extent permitted by applicable law, and to the
extent the LEASE is governed by the law of a jurisdiction which
has adopted a version of the Uniform Personal Property Leasing
Act (also known as "Uniform Commercial Code - Leases"), the
parties hereto agree that: (1) the provisions thereof conferring
remedies upon a LESSEE or imposing obligations upon a
LESSOR shall not apply to the LEASE, its interpretation, or its
enforcement; and (2) the LEASE is a Finance Lease as defined
by Uniform Commercial Code - Section 2A-103(g). LESSEE
acknowledges that LESSEE has reviewed and approved any
written Supply Contract(s) covering the EQUIPMENT purchased
from the Supplier(s) for lease to LESSEE. LESSEE further
acknowledges that LESSOR has informed or advised LESSEE, in
writing, either previously or in the LEASE, of the following: (a)
the identity of the Supplier(s); (b) that the LESSEE may have
rights under the Supply Contract(s); and (c) that the LESSEE
may contact the Supplier(s) for a description of any such rights
LESSEE may have under the Supply Contract(s).
22. FINANCING STATEMENTS. At the request of
LESSOR, LESSEE will join LESSOR in executing financing
statements pursuant to the Uniform Commercial Code. Lessee
hereby authorizes Lessor or its agents or assigns to execute
financing statements on LESSEE's behalf, and to file such
financing statements in all jurisdictions where such execution and
filing is permitted. It is agreed that a carbon or photocopy of any
financing statement may be filed in place of the original and that
a copy hereof may be filed as a financing statement.
23. LATE CHARGES AND INTEREST. If LESSEE
fails to pay LESSOR any amount when due or, in the case of an
amount due to one other than LESSOR, if LESSOR pays an
amount on LESSEE's behalf, then LESSEE shall pay LESSOR a
late charge of $29, plus five percent (5%) of such amount or $5,
whichever is greater, for each calendar month or part thereof for
which rent or other sum shall be delinquent or shall have been
paid by LESSOR on LESSEE's behalf. If LESSEE fails to pay or
fails to perform other LEASE obligations, LESSEE agrees to pay
LESSOR $19 for each contact necessitated because of such
failure. LESSEE also agrees to pay LESSOR the sum of $29 for
each check of LESSEE's returned uncollectable by LESSEE's
bank. The amount of any charges assessed hereunder shall be
added to and become part of the next rental payment or shall be
separately invoiced, at LESSOR's option. Interest shall accrue on
any unpaid or unreimbursed amounts at the maximum rate
allowable by law or eighteen percent (18%), whichever is less,
from the due date until paid by LESSEE.
24. TIME OF THE ESSENCE. Time is of the essence of
the LEASE. This provision shall not be waived by the acceptance
on occasion of late or defective performance.
25. DEFAULT. LESSEE shall be in default if (a) LESSEE
shall fail to pay rent or any other amount provided for under the
LEASE within five (5) days after the same becomes due and
payable; or (b) LESSEE fails to observe, keep or perform any
other provision of the LEASE or of any other agreement with
LESSOR, and such failure shall continue for a period of ten (10)
days; or (c) LESSEE shall abandon the EQUIPMENT; or (d)
except as inconsistent with Federal Bankruptcy Law, any
proceeding in bankruptcy, receivership or insolvency shall be
commenced against LESSEE or its property or any guarantor or
such guarantor's property, LESSEE or any guarantor files
voluntarily for bankruptcy or reorganization, or LESSEE or any
guarantor makes an assignment for the benefit of its creditors; or
(e) LESSEE or any guarantor makes any misrepresentation or
false statement as to its credit or financial standing in connection
with the execution or the further performance of the LEASE; or
(f) any attachment or execution be levied on any of LESSEE's
property; or (g) LESSEE permits any other entity or person to use
the EQUIPMENT without the prior written consent of LESSOR;
or (h) in the business and affairs of LESSEE or any guarantor
there occurs a material change which shall impair the security of
the EQUIPMENT or increase LESSOR's credit risk involved in
the LEASE.
26. REMEDIES. In the event of LESSEE default,
LESSOR shall have the right and option, but shall not be
obligated, to exercise any one or more of the following remedies,
which remedies or any of them may be exercised by LESSOR
without notice to LESSEE and without any election of remedies
by LESSOR and, if the obligations of LESSEE are guaranteed by
a guarantor or guarantors, LESSOR shall not be obligated to
proceed against any such guarantor or guarantors before resorting
to its remedies against LESSEE under the LEASE: (a) to the
extent permitted under applicable law, LESSOR and/or its agents
may, without notice or legal process, enter onto any premises of
or under control of LESSEE or any agent of LESSEE where the
EQUIPMENT may be or is believed to be located and repossess
the EQUIPMENT, disconnecting and separating all thereof from
any other property, using all means necessary or permitted by
law, LESSEE hereby expressly waiving any right of action of any
kind whatsoever against LESSOR arising out of such access to or
removal, repossession or retention of the EQUIPMENT; (b)
LESSOR may declare all sums due and to become due under the
LEASE immediately due and payable and institute litigation to
collect the same; (c) LESSOR may institute litigation to collect
all rents and other amounts due as of the date of such default
together with any sums that may accrue up to the date of trial; (d)
LESSOR may institute litigation to specifically enforce the terms
of the LEASE; (e) LESSOR may terminate the LEASE; (f)
LESSOR may require LESSEE to return the EQUIPMENT
pursuant to Section 11; and/or (g) LESSOR may pursue any other
remedy now, or hereafter, existing in law or equity. However,
damages for any future rentals and/or LESSOR's residual value in
the EQUIPMENT shall be discounted to present value at a
discount rate equal to six percent (6%) per annum. In the event of
any default by LESSEE under the LEASE, LESSOR may at its
sole discretion, although it shall not be obligated to do so, sell the
EQUIPMENT at a private or public, cash or credit sale, or may
re-let the EQUIPMENT for a term and a rental which may be
equal to, greater than, or less than provided in the LEASE. Any
proceeds of sale or any rental payments received under the new
lease - less LESSOR's expenses of taking possession, reasonable
attorney fees and/or collection fees, storage and/or reconditioning
costs, the costs of sale or re-letting, and less LESSOR's fair
market residual value in the EQUIPMENT - shall be applied to
LESSEE's obligations under the LEASE, and LESSEE shall
remain liable for the balance. LESSEE's liability shall not be
reduced by reason of any failure of LESSOR to sell or re-let.
27. EXPENSES OF ENFORCEMENT, ATTORNEY
FEES. In the event of any default, LESSEE shall pay LESSOR a
sum equal to all expenses, including attorney fees, if any,
incurred by LESSOR in connection with the enforcement of any
of LESSOR's remedies and all expenses of repossessing, storing,
repairing, and selling or re-letting the EQUIPMENT together
with interest on such amount at the maximum rate allowable by
law or eighteen percent (18%), whichever is less, from the date
such amount is paid by LESSOR. In the event litigation is
instituted to enforce any of the terms of the LEASE, the
prevailing party shall be entitled to recover from the other party
such sum as the court may judge reasonable as attorney fees at
trial and upon appeal, in addition to all other sums provided for
by law.
28. SUCCESSOR INTERESTS. Subject to any
prohibition against assignment contained herein, the LEASE shall
be binding upon and inure to the benefit of the heirs, successors
and assigns of the parties. As used in the LEASE, the term
"LESSOR" shall include any assignee or secured party of
LESSOR where appropriate.
29. MULTIPLE LESSEES. If more than one LESSEE is
named herein, the reference to LESSEE refers to each and the
liability of each shall be joint and several.
30. NOTICES. Any written notice or demand under the
LEASE may be given to a party by mail at its address set forth on
the Lease Schedule or at such address as the party may provide in
writing from time to time. Notice and demand so made shall be
effective when deposited in the United States mail duly addressed
with postage prepaid.
31. WAIVER. Failure of LESSOR at any time to require
performance of any provision of the LEASE shall not limit any
right of LESSOR to enforce that provision, nor shall any waiver
by LESSOR of any breach of any provision be a waiver of any
succeeding breach of that provision or a waiver of that provision
itself or any other provision.
32. NUMBER AND CAPTIONS. As used herein, the
singular shall include the plural, and the plural the singular. All
captions used herein are intended solely for convenience of
reference and shall in no way limit or explain any of the
provisions of the LEASE.
33. DUPLICATE ENFORCEABLE AS ORIGINAL.
LESSEE hereby consents to the use of the original Lease
Schedule, along with a photocopy of the fully executed Master
Lease Agreement, for all purposes including, but not limited to,
evidence in litigation or any other judicial proceeding.
34. SEVERABILITY. If any provision of the LEASE is
held invalid, such invalidity shall not affect other provisions
which can be given effect without the invalid provision.
35. ENTIRE AGREEMENT. This Master Lease
Agreement and the Lease Schedule, represent the entire, final and
complete agreement of the parties pertaining to the lease of the
EQUIPMENT and supersede or replace all written and oral
agreements heretofore made or existing by and between the
parties of their representatives insofar as the lease of the
EQUIPMENT is concerned, and no modification or addition to
the LEASE shall be binding unless agreed by a corporate officer,
against whom enforcement is sought.
- Please Request Any Changes Desired -
LESSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS ALL OF THE TERMS AND
CONDITIONS CONTAINED IN THIS MASTER LEASE AGREEMENT AND THAT THESE TERMS AND
CONDITIONS SHALL GOVERN EACH LEASE ENTERED INTO BY THE PARTIES.
LESSOR Date
FIRSTCORP July 16, 1999
BY: /s/ Xxxxxxx Xxxxxx, CEO
THIS MASTER LEASE AGREEMENT WILL NOT BIND
LESSOR OR BECOME EFFECTIVE UNTIL AND UNLESS
LESSOR ACCEPTS IT BY SIGNING ABOVE.
LESSEE Date
LIFEPOINT, INC. A DELAWARE July 14, 1999
CORPORATION
Full Legal Name Of Lessee
BY: /s/ Xxxxx X. Xxxxxxxxx PRESIDENT/CE0
XXXXX X. XXXXXXXXX (TITLE)
BY: /s/ Xxxxxx X. Xxxxx XX. V.P., RESEARCH & DEVELOPMENT
XX. XXXXXX X. XXXXX (TITLE)
BY: /s/ Xxxxxxx X. Xxxxx Controller/CAO
(TITLE)
Xxxxxxx X. Xxxxx, XXX
Witness
LEASE RENTAL AGREEMENT/LEASE SCHEDULE NUMBER: 91314201
SECURITY DEPOSIT RECEIPT AND ADDENDUM
FIRSTCORP ("Lessor") hereby acknowledges its receipt of TEN THOUSAND FOUR
HUNDRED SIXTY-TWO AND 41/100 ($10,462.41) from the undersigned Lessee pursuant
to the terms and conditions of the above referenced Lease Rental Agreement or
Lease Schedule (the "Lease"). Lessor shall hold this sum subject to the
provision of the Lease entitled Security Deposit, except as otherwise provided
herein.
So long as Lessee fully and timely performs as required under the Lease and
any other obligations to Lessor, and submits its financial statements to Lessor
on a regular basis with such financial statements being acceptable to Lessor in
Lessor's own discretion, then the security deposit amount shall accrue interest
at THREE AND ONE HALF percent (3.5%) per annum on the balance of the security
deposit amount at any time held by Lessor, and Lessor shall release the
Security Deposit amount in increments and on the time line indicated below.
1. $5,231.20 after Lessee has made monthly lease rental payments.
2. Lessor will release the balance of the security deposit amount, along with
any accrued interest thereon, at the end of the original Lease term.
In the event Lessee does not fully and timely perform as required under the
Lease and any other obligations to Lessor, and/or Lessee fails to submit its
financial statements to Lessor as required or such financial statements are
not acceptable to Lessor, interest shall cease to accrue in relation to the
security deposit amount, Lessor shall not release the security deposit amount
until such time, if ever, as all terms and conditions of the Lease and any
other obligations to Lessor have been satisfied in full, and Lessor shall have
no obligation to pay Lessee any accrued interest in relation to the security
deposit amount.
In the event the security deposit is in the form of a Certificate of Deposit,
Lessor shall not be liable to Lessee for any interest reduction or other
penalties in the event of early redemption. Lessee agrees to reimburse Lessor
for any costs (including penalties in excess of earned interest) incurred by
Lessor in relation to such redemption.
Except as otherwise expressly provided herein, the terms and conditions of the
Lease, and specifically the provisions regarding the security deposit, shall
remain in full force and effect.
WHEREFORE, Lessor and Lessee hereby execute this Security Deposit Receipt and
Addendum on the dates indicated below.
LESSOR: LESSEE:
FIRSTCORP LIFEPOINT, INC. A DELAWARE CORPORATION
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
XXXXX XXXXXXXXX, PRESIDENT/CEO
Title: CEO
By: /s/ Xxxxxx X. Xxxxx
XX. XXXXXX X. XXXXX,
XX. V.P., RESEARCH & DEVELOPMENT
Date: 7/16/99 Date: July 14, 1999
Lease Schedule 01
to Master Lease Agreement Number 913142
FIRSTCORP
First In Equipment Leasing
First Portland Corporation
0000 XX Xxxxx Xxxxxx Xxxxxxxx, XX 00000-0000
503.684.3417 000.000.0000 FAX 000.000.0000
LESSEE NAME AND ADDRESS EQUIPMENT LOCATION
LIFEPOINT, INC. A DELAWARE CORPORATION 00000 XXXXXXXXX XXXXXX
00000 XXXXXXXXX XXXXXX XXXXXX XXXXXXXXX, XX 00000
XXXXXX XXXXXXXXX, XX 00000
LESSEE MAY HAVE RIGHTS UNDER THE SUPPLY CONTRACT WITH THE SUPPLIER OF THE
EQUIPMENT AND MAY CONTACT THE SUPPLIER FOR A DESCRIPTION OF SUCH RIGHTS.
PERIODIC RENTAL PAYMENTS MINIMUM LEASE ADVANCE RENTALS RECEIPTED SECURITY
(Subject to TERM IN MONTHS FOR APPLY TO FIRST AND DEPOSIT
Applicable Taxes) LAST 1 PAYMENTS
$ 3,348.00 30 $ 6,696.00 $ 10,462.41
LESSEE HEREBY LEASES FROM LESSOR THE EQUIPMENT DESCRIBED IN AN ATTACHED
SCHEDULE "A" HERETO ON THE TERMS SET FORTH ABOVE. THIS SCHEDULE INCORPORATES
AND IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE MASTER LEASE AGREEMENT
REFERENCED ABOVE, WHICH LESSEE ACKNOWLEDGES IT HAS READ AND UNDERSTANDS IN ITS
ENTIRETY.
IN ADDITION TO THE UNDERSIGNED, XXXXXXX X. XXXXX IS HEREBY AUTHORIZED TO
EXECUTE THE FOLLOWING "NOTICE OF ACCEPTANCE."
LESSOR Date 7/16/99 LESSEE Date July 14, 1999
FIRSTCORP LIFEPOINT, INC. A DELAWARE CORPORATION
Full Legal Name Of Lessee
BY: /s/Xxxxxxx Xxxxxx, CEO BY: /s/Xxxxx X. Xxxxxxxxx
(TITLE) XXXXX XXXXXXXXX, PRESIDENT/CEO
BY: /s/Xxxxxx X. Xxxxx
XX. XXXXXX X. XXXXX,
XX. VP OF RESEARCH & DEVELOPMENT
NOTICE OF ACCEPTANCE
LESSEE acknowledges that (1) it has selected both the supplier and the
Equipment without recommendation of LESSOR; (2) it has fully inspected the
Equipment, which has been delivered by supplier to LESSEE on the date set forth
below; (3) the Equipment fully conforms with the terms of the Lease; (4) the
Equipment has not been installed on a trial basis; (5) the Equipment is in good
repair, condition, and working order; and (6) it accepts the Equipment as-is
and where-is.
LESSEE FURTHER ACKNOWLEDGES THAT LESSOR HAS MADE NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, DESIGN, CONDITION, WORKMANSHIP OR OTHERWISE WITH REGARD
TO THE EQUIPMENT, AND AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS-IS" AND
"WITH ALL FAULTS."
LESSEE understands and agrees that neither the supplier nor any of its
sales personnel or agents is an agent of LESSOR, and any broker involved in
this transaction is an agent of LESSEE and not LESSOR. No sales person nor
agent of either supplier or broker is authorized to waive or alter any term
or condition of the Lease and no representation as to the Equipment or any
other matter by supplier or broker shall in any way relieve or lessen LESSEE's
duty to pay rent or perform its other obligations under the Lease.
THE UNDERSIGNED ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THIS ACCEPTANCE
When executed, this document acknowledges
full delivery of and Lessee's complete satisfaction
with the equipment
LESSEE Date July 14, 1999
LIFEPOINT, INC. A DELAWARE CORPORATION
Full Legal Name Of Lessee
BY: /s/ Xxxxx X. Xxxxxxxxx
XXXXX XXXXXXXXX, PRESIDENT/CEO
BY: /s/ Xxxxxx X. Xxxxx
XX. XXXXXX X. XXXXX, XX. V.P. RESEARCH &
DEVELOPMENT
