Master Lease No. 0-59882
MASTER LEASE AGREEMENT
LESSOR: COPELCO CAPITAL INC.
LESSEE: 1ST TECH CORPORATION
TERMS AND CONDITIONS OF LEASE
I. LEASE OF EQUIPMENT.
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the
equipment described in one or more equipment schedules (the "Equipment
Schedule") substantially in the form of Exhibit A attached hereto, that may
hereafter be executed by Lessor and Lessee (the equipment, together with all
replacement parts, repairs, additions, substitutions and accessories shall be
referred to as the "Equipment") on the terms and conditions contained in this
Lease ("Lease") and in any Equipment Schedule. This Lease and each of the
terms, covenants, conditions, provisions and agreements herein contained will be
incorporated into each Equipment Schedule in full to the same extent as if each
of the terms, covenants, conditions, provisions and agreements had been repeated
and set forth in full therein, and this Master Lease Agreement shall control and
be effective as to all such Schedules except to the extent that the Master Lease
Agreement may be inconsistent with the terms and provisions of such Equipment
Schedule, in which event the terms and provisions of such Equipment Schedule
shall prevail. Each Equipment Schedule shall constitute a separate lease and a
distinct and independent obligation of the Lessee. The parties intend this
Lease to be a "Finance Lease" under Article 2A of the Uniform Commercial Code.
II. ORDER AND DELIVERY OF EQUIPMENT; LESSOR'S RIGHT TO TERMINATE.
Lessee hereby requests Lessor to order the Equipment from the Vendor named on
the Equipment Schedule and to arrange for delivery of the Equipment to Lessee at
Lessee's expense, and to lease the Equipment to Lessee. If the Equipment is not
delivered to and accepted by Lessee in form satisfactory to Lessor, within
ninety (90) days from the date Lessor orders the Equipment, Lessor may terminate
the applicable Equipment Schedule and its obligations thereunder. Lessee waives
any requirement of Lessor to furnish Lessee a copy of Lessor's purchase order
for the Equipment.
III. ACCEPTANCE.
Lessee shall, as Lessor's agent, immediately inspect the Equipment after it is
delivered and installed. Lessee agrees that on the date the Equipment is
available for first use (the "Acceptance Date"), it shall execute and deliver to
Lessor a Delivery and Acceptance Certificate substantially in the form of
Exhibit B attached. Notwithstanding the foregoing, unless Lessee shall notify
Lessor in writing otherwise within five (5) days after the Acceptance Date,
Lessee shall be deemed to have irrevocably accepted the Equipment. This Lease
and all Equipment Schedules are non-cancelable, and Lessee agrees to pay the
total rent for the term, which shall be the total amount of all rental
payments stated in any Equipment Schedule (the "Rent" or "Rental Payment"), plus
any other sums provided for herein.
IV. TERM AND RENT.
(A) The initial term ("Initial Term") of any Equipment Schedule to which this
Lease relates shall commence on the Acceptance Date and shall be of such
duration as is prescribed in such Equipment Schedule plus the Interim Term (as
hereinafter defined). Advance Rent and any Security Deposit as provided in any
Equipment Schedule shall be payable upon the execution of the applicable
Equipment Schedule and shall not be refundable if the Initial Term for any
reason does not commence or if this Lease or the applicable Equipment Schedule
is duly terminated by Lessor. Rental Payments shall commence (the "Commencement
Date") on the first day of the month following the Acceptance Date unless the
Acceptance Date is the first day of the applicable period, in which case the
Commencement Date shall be the first day of the applicable period. Interim Rent
shall be payable upon demand for the period between the Acceptance Date and the
first day of the month following the Acceptance Date ("Interim Term") at a daily
rate equal to the periodic rental provided in any Equipment Schedule divided by
the number of days in the period. Subsequent rental payments shall be due
periodically in advance on the first day of each successive period thereafter
until all Rent and other sums chargeable to the Lessee hereunder are paid in
full. Lessee's obligation to pay Rent and Lessee's other monetary obligations
hereunder are absolute and unconditional and are not subject to any abatement,
set-off, defense or counterclaim for any reason whatsoever. Any Security
Deposit shall secure all obligations of Lessee hereunder and may be applied at
Lessor's discretion to any past due obligation of Lessee and to the extent not
applied shall be returned to Lessee, without interest, at the expiration of the
applicable Equipment Schedule. All payments of Rent shall be made to Lessor at
the address Lessor shall designate in writing.
(B) Whenever any payment is not made by Lessee within five (5) days of when
due hereunder, Lessee agrees to pay to Lessor, as additional rent, interest on
all monies due Lessor from and after the date same is due at the rate of one and
one-quarter (1-1/4%) percent per month until paid, but as to each of the
foregoing in no event more than the maximum rate permitted by law.
(C) As used herein, "Actual Cost" means the cost to Lessor of purchasing and
delivering the Equipment to Lessee, including taxes, transportation and other
charges. The amount of each Rental Payment and the Security Deposit set forth
in the Equipment Schedule are based on the total cost set forth in Lessor's
purchase order for the Equipment ("Estimated Cost"), which is an estimate, and
shall be adjusted proportionately if the actual cost of the Equipment is greater
than said estimate. Lessee hereby authorizes Lessor to adjust the amounts set
forth in the Equipment Schedule when the Actual Cost is known and to add to the
amount of each Rental Payment any sales, use or leasing tax that may be imposed
on or measured by the Rental Payments. Lessor will inform Lessee of the
adjustments necessary to reflect Actual Cost. If the Actual Cost of the
Equipment on any Equipment Schedule exceeds the Estimated Cost by more than ten
(10%) percent thereof (exclusive of taxes), Lessor shall, if it desires to, add
to the Estimated Cost an amount in excess of 10% of Estimated Cost, so notify
Lessee in writing. In such instance, within fifteen (15) days thereafter,
Lessee at its option may terminate the relevant Equipment Schedule by giving
notice to Lessor of its intention to do so, effective the day of such notice,
subject however to the provisions of Section IV(A) hereof.
V. NO WARRANTIES BY LESSOR, DISCLAIMER OF IMPLIED WARRANTIES AND WAIVER OF
DEFENSES.
LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF OR A DEALER IN THE EQUIPMENT, AND
MAKES NO WARRANTY, EXPRESSED OR IMPLIED, TO ANYONE, AS TO THE SUITABILITY,
DURABILITY, DESIGN, CONDITION, CAPACITY, PERFORMANCE OR ANY OTHER ASPECT OF THE
EQUIPMENT OR ITS MATERIAL OR WORKMANSHIP INCLUDING THE WARRANTY OF
MERCHANTABILITY AND FITNESS FOR USE OR PURPOSE. AS TO LESSOR AND ITS ASSIGNS,
LESSEE LEASES THE EQUIPMENT "AS IS." LESSEE REPRESENTS THAT IT HAS SELECTED THE
EQUIPMENT AND THE SUPPLIER AND ACKNOWLEDGES THAT LESSOR HAS NOT RECOMMENDED THE
SUPPLIER. LESSOR SHALL HAVE NO OBLIGATION TO INSTALL, MAINTAIN, ERECT, TEST,
ADJUST, OR SERVICE THE EQUIPMENT, ALL OF WHICH LESSEE SHALL PERFORM, OR CAUSE
THE SAME TO BE PERFORMED BY QUALIFIED THIRD PARTIES. LESSOR AND LESSOR'S
ASSIGNEE SHALL NOT BE LIABLE TO LESSEE OR OTHERS FOR ANY LOSS, DAMAGE OR EXPENSE
OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT HOWEVER
ARISING, OR THE USE OR MAINTENANCE THEREOF OR THE FAILURE OF OPERATION THEREOF,
OR THE REPAIRS, SERVICE OR ADJUSTMENT THERETO. NO REPRESENTATION OR WARRANTY AS
TO THE EQUIPMENT OR ANY OTHER MATTER BY THE SUPPLIER OR OTHERS SHALL BE BINDING
ON LESSOR NOR SHALL THE BREACH OF SUCH RELIEVE LESSEE OF, OR IN ANY WAY AFFECT,
ANY OF LESSEE'S OBLIGATIONS TO LESSOR HEREIN. IF THE EQUIPMENT IS
UNSATISFACTORY FOR ANY REASON, LESSEE SHALL MAKE CLAIM ON ACCOUNT THEREOF SOLELY
AGAINST SUPPLIER, AND ANY OF SUPPLIER'S VENDORS, AND SHALL NEVERTHELESS PAY
LESSOR ALL RENT AND OTHER SUMS PAYABLE UNDER THIS LEASE. LESSOR HEREBY ASSIGNS
TO LESSEE, SOLELY FOR THE PURPOSE OF PROSECUTING SUCH A CLAIM, ALL (IF ANY) OF
THE RIGHTS WHICH LESSOR MAY HAVE AGAINST SUPPLIER AND SUPPLIER'S VENDORS FOR
BREACH OF WARRANTY OR OTHER REPRESENTATIONS RESPECTING THE EQUPIMENT.
REGARDLESS OF CAUSE, LESSEE WILL NOT ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR
FOR LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, NOR SHALL LESSOR BE RESPONSIBLE FOR ANY DAMAGES OR COSTS WHICH MAY BE
ASSESSED AGAINST LESSEE IN ANY ACTION FOR INFRINGEMENT OF ANY UNITED STATES
LETTERS PATENT. LESSOR MAKES NO WARRANTY AS TO THE TREATMENT OF THIS LEASE FOR
TAX OR ACCOUNTING PURPOSES. NOTHWITHSTANDING ANY FEES WHICH MAY BE PAID BY
LESSOR TO SUPPLIER OR ANY AGENT OF SUPPLIER, LESSEE UNDERSTANDS AND AGREES THAT
NEITHER SUPPLIER NOR ANY AGENT OF SUPPLIER IS AN AGENT OF LESSOR OR IS
AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE.
VI. TITLE; PERSONAL PROPERTY.
The equipment is, and shall at all times be owned by Lessor and Lessee shall
have no interest in the Equipment except that of a lessee. The Lessee shall
have no right to purchase or otherwise acquire title to or ownership of any of
the Equipment. If Lessor supplies Lessee with labels indicating that the
Equipment is owned by Lessor, Lessee shall affix such labels to and keep them in
a prominent place on the Equipment. Lessee hereby authorizes Lessor to insert
in any Equipment Schedule the serial numbers and other identification data of
Equipment when determined by Lessor. To protect Lessor's rights in the
Equipment in the event this Lease is determined to be a security agreement,
Lessee hereby grants to Lessor a security interest in the Equipment, and all
proceeds, products, rents or profits from the sale, casualty loss or other
disposition thereof. Lessee hereby authorizes Lessor, at Lessee's expense, to
cause this Lease, or any statement or other instrument in respect of this Lease
showing the interest of Lessor in the Equipment,
3
including Uniform Commercial Code financing statements, to be filed or
recorded and re-filed and re-recorded, and grants Lessor the right to execute
Lessee's name thereto. Lessee agrees to execute, deliver and file any
statement or instrument requested by Lessor for such purpose, and if
certificates of title are issued or outstanding with respect to any of the
Equipment, Lessee will cause the interest of Lessor to be properly noted
thereon, and agrees to pay or reimburse Lessor for any reasonable searches,
filings, recordings, stamp fees or taxes related to the filing or recording
of any such instrument or statement, plus Lessor's handling charges. Lessee
shall, at its expense, protect and defend Lessor's title against all persons
claiming limitation liens, attachments, levies and executions, and shall give
Lessor immediate written notice thereof and shall indemnify Lessor from any
loss waivers and such further instruments and assurances as Lessor deems
necessary or advisable for the confirmation or perfection of Lessor's rights
hereunder. The Equipment is, and shall at all times be and remain, personal
property notwithstanding that the Equipment or any part thereof may now be or
hereafter become, in any manner, affixed or attached to real property or any
improvements thereon.
VII. MAINTENANCE, USE AND LOCATION.
Lessee shall, at its own cost and expense, maintain the Equipment in good
operating condition and repair and protect the Equipment from deterioration
other than normal wear and tear; shall use the Equipment in the regular course
of its business, within its normal operating capacity, without abuse; shall
comply with all laws, ordinances, regulations, requirements and rules with
respect to the use, maintenance and operation of the Equipment; shall not make
any modification, alteration or addition to the Equipment without the prior
written consent of Lessor, which shall not be unreasonably withheld, except for
engineering changes recommended by and made by the manufacturer; shall install
on the Equipment all engineering changes offered by the manufacturer without
charge which enhance the safety of the Equipment; shall not so affix the
Equipment to realty as to change its nature to real property or a fixture; and
shall keep the Equipment at the location shown herein, and shall not remove the
Equipment without prior written consent of Lessor. Lessee will grant access to
the Equipment to Lessor and Lessor's designee during normal working hours for
inspection, repair, preventative maintenance, installation of engineering
changes and for any other reasonable purpose. Lessee shall, during the term of
this Lease, at its own expense, enter into and maintain in force a contract with
the manufacturer or other acceptable maintenance company covering the
maintenance of the Equipment and furnish a copy thereof to Lessor upon request.
If Lessor incurs any costs or expenses to bring the Equipment up to good working
order and appearance, Lessee shall immediately reimburse Lessor for all such
costs or expenses.
VIII. RETURN OF EQUIPMENT; END OF LEASE OPTION.
After the end of the Initial Term and each renewal term thereafter, this Lease
shall be automatically renewed and shall continue until such time as the Lessee
shall give the Lessor written notice of termination, not less than one hundred
twenty (120) days and not more than one hundred eighty (180) days prior to the
end of the then current term. Unless Lessee purchase the Equipment or the term
of an Equipment Schedule is renewed, within ten (10) days of the expiration or
earlier termination of the then current term, the
4
Lessee shall, at its expense, de-install, inspect, test and pack the Equipment
and return the Equipment (including all cable, wiring, connectors, accessories
and attachments thereto), freight and insurance prepaid, to such location as
designated by Lessor in writing, in good repair, condition and working order
ordinary wear and tear resulting from proper use thereof only excepted.
Further, the Equipment shall conform to any additional specifications set forth
in the applicable Equipment Schedule. Lessee shall have the Equipment certified
by the manufacturer as acceptable for the manufacturer's standard maintenance
contract and such certification shall be presented to Lessor at least fourteen
(14) days prior to re-delivery to Lessor. If Lessee fails to return the
Equipment as provided herein, Lessee shall pay Lessor a sum equal to six (6)
months rent as liquidated damages to compensate Lessor for the economic loss
suffered by Lessor as a result of its inability to realize the residual value of
the Equipment when anticipated. In addition, for the use of the Equipment,
Lessee agrees to pay Lessor periodic Rental equal to one hundred ten (110%)
percent of the average annual Rental Payment (adjusted, if necessary, to the
period indicated on the applicable Equipment Schedule) provided herein. Nothing
contained herein is intended to relieve Lessee of its obligations to return the
Equipment to Lessor as provided herein or restrict Lessor's right to recover the
Equipment in the event of the failure of Lessee to so return the Equipment at
the expiration or termination of the applicable Equipment Schedule.
IX. RISK OF LOSS.
Lessee shall bear all risks of loss or damage to the Equipment ("Loss") from any
cause whatsoever, from the date of the shipment of the Equipment to Lessee until
its return to Lessor. Lessee shall promptly notify Lessor of any Loss and no
Loss shall relieve the Lessee of the obligation to pay Rent or of any other
obligation under this Lease and any Equipment Schedule. In the event of a Loss,
Lessee, at the option of Lessor, shall either (a) repair the Equipment so as to
place it in as good condition as prior to the Loss, (b) replace the Equipment
with substantially identical Equipment in good condition and working order with
documentation creating clear title thereto in Lessor; or (c) pay to Lessor upon
demand the sum of the following amounts: (i) the aggregate Rent and other sums
then due and owing under the Equipment Schedule to which the Equipment is
subject plus (ii) the applicable stipulated loss value attached to the Equipment
Schedule and made part thereof (the "Stipulated Loss Values") opposite the Rent
payment number preceding the date of the Loss, or, if no Stipulated Loss Values
are attached to the Equipment Schedule, then the present value of all unpaid
Rent and other sums due during the unexpired term of the Equipment Schedule
discounted at four (4%) percent per annum simple interest or the lowest rate
permitted by law plus Lessor's anticipated value of the Equipment at the end of
the Initial Term or applicable renewal term. Upon Lessor's receipt of
replacement Equipment or payment as provided in (b) or (c) hereof, Lessee and/or
Lessee's insurer shall be entitled to Lessor's interest in said item for salvage
purposes, in its then condition and location, without warranty, express or
implied.
X. INSURANCE.
Lessee shall keep the Equipment insured against all risks of loss or damage from
every cause whatsoever for not less than the full replacement value thereof or
the amount stated in Section IX(c) herein, whichever is greater,
5
and shall carry public liability and property damage insurance covering the
Equipment and its use in amounts customary for such Equipment. All such
insurance shall be in form and amount and with companies acceptable to Lessor
and name Lessor and its assignee as loss payee, as their interests may appear,
with respect to property damage coverage and as additional insured, with respect
to public liability coverage. Lessee shall pay the premiums therefor and
deliver said policies, or duplicates thereof or certificates of coverage
therefor to Lessor, with long form Lender's Loss Payable endorsement upon the
policy or policies or by independent instrument, that provides Lessor a right to
thirty (30) days' written notice before the policy can be altered or canceled
and the right without obligation to payment of premium. Should Lessee fail to
provide such coverage, Lessor may obtain such coverage for its benefit or for
the benefit of Lessee and charge Lessee therefor. Lessee hereby appoints Lessor
as Lessee's attorney-in-fact to make claim for, receive payment of, and execute
and endorse all documents, checks, or drafts for loss or damage under any said
insurance policies and to apply the proceeds in furtherance of the exercise of
Lessor's options as provided herein.
XI. TAXES AND CHARGES.
This Lease is intended to be a net lease, and all payments hereunder are
intended to be net to Lessor to the extent permitted by applicable law. Lessee
shall pay directly (or, at Lessor's option, reimburse Lessor for) all license
fees, assessments and other government charges, and all sales, use, excise,
franchise, personal property and any other similar tax or taxes (herein
collectively called "Charges") now or hereafter imposed, levied or assessed by
any state, federal or local government or agency upon any of the Equipment or
upon the leasing, purchase, ownership, use, possession, financing or operation
thereof, or upon the receipt of rental payments therefor, even if Lessee's
status provides for its exemption from the Charges (excluding income taxes on
Rental Payments, except any such tax on Rental Payments which is substitution
for, or relieves Lessee from, the payment of taxes which Lessee would otherwise
be obligated to pay or reimburse Lessor as herein provided) before the same
shall become in default or subject to the payment of any penalty or interest.
Lessee shall supply Lessor with receipts or other evidence of payment of all
Charges as may reasonably be requested by Lessor. Lessee shall further comply
with all state and local laws requiring the filing of ad valorem or other tax
returns relating to any Charges. Lessee shall notify the Lessor of the
imposition of, or, to Lessee's knowledge, the proposed imposition of, any
Charges by supplying to Lessor (within in five (5) days after receipt thereof by
Lessee) a copy of the invoice or other documents respecting such Charges.
Unless otherwise directed by Lessor in writing, Lessor shall pay all personal
property taxes with respect to the Equipment and Lessee shall reimburse Lessor
therefor upon demand.
XII. LEASE IRREVOCABILITY AND OTHER COVENANTS AND REPRESENTATIONS OF LESSEE.
Lessee agrees that this Lease and each Equipment Schedule are irrevocable for
the full term hereof and thereof and Lessee's obligations under this Lease and
each Equipment Schedule are absolute and shall continue without abatement and
regardless of any disability of Lessee to use the Equipment or any part thereof
because of any reason including, but not limited to war, act of God,
governmental regulations, strike, loss, damage, destruction, obsolescence,
failure of or delay in delivery, failure of the Equipment to operate properly,
6
termination by operation of law, or any other cause. Lessee represents that:
it is duly organized, validly existing and in good standing under the laws of
the jurisdiction in which the activities of Lessee require such qualification;
this Lease has been and each Equipment Schedule will be duly authorized by all
necessary action on its part, is a valid, binding and legally enforceable
obligation of Lessee in accordance with its terms and is not in any respect
inconsistent with or in violation of Lessee's Certificate or Articles of
Incorporation or by-laws or any law, regulation, order or agreement binding upon
Lessee; the Equipment shall be used by Lessee solely for business purposes; and
that all financial and other information submitted to Lessor was and will be
true and correct.
XIII. FINANCIAL STATEMENTS.
Lessee agrees to deliver to Lessor annual financial statements and such
quarterly financial statements, as Lessor requests.
XIV. DEFAULT AND REMEDIES.
(A) The occurrence of any one or more of the following shall be deemed to be
an "Event of Default": (a) Lessee fails to pay any Rent or any other amount
hereunder when due; or (b) Lessee is in default under any other agreement
between Lessee and Lessor or upon an event of default under any other agreement
entered into by guarantors, the vendor of the Equipment, principals of Lessee or
others, which agreement(s) was or were executed to induce Lessor to enter into
this Lease or the applicable Equipment Schedule; or (c) Lessee fails to perform
or observe any of the terms, covenants or conditions contained in this Lease,
any Equipment Schedule or other lease or other agreement between Lessor and
Lessee, other than as provided above, and Lessee fails to cure any such breach
within ten (10) days after notice thereof or (d) any representation of Lessee
contained in this Lease or any other agreement between Lessor and Lessee, or in
any credit or other information submitted to Lessor in connection with this
transaction is untrue or incorrect; or (e) Lessee sells substantially all of its
assets out of the ordinary course of business, merges or consolidates with any
other person, or sustains a change in the ownership of more than 20% of its
equity; or (f) Lessee becomes insolvent or makes an assignment for the benefit
of creditors; or (g) a receiver, trustee, conservator or liquidator of Lessee or
of all or a substantial part of its assets is appointed with our without the
application or consent of Lessee; or (h) a petition is filed by or against
Lessee under the Bankruptcy Code or any amendment thereto, or under any other
insolvency law or laws, providing for the relief to debtors.
(B) Upon an Event of Default, the Lessor may, to the extent permitted by
applicable law, exercise any one or more of the following remedies:
(i) Terminate this Lease with respect to all or any part of the
Equipment;
(ii) Recover from Lessee all Rent and other amounts then due as they
shall thereafter become due hereunder and under the Equipment Schedules;
7
(iii) Take possession of any or all items of Equipment, wherever the
same may be located, without demand or notice, without any court order or
other process of law and without liability to Lessee for any damages
occasioned by such taking of possession, and any such taking of
possession shall not constitute a termination of this Lease;
(iv) Declare the entire unpaid balance of Rent and other amounts for the
unexpired term of each Equipment Schedule immediately due and payable and
recover from Lessee, with respect to any and all items of Equipment (with
or without repossessing same), the Stipulated Loss Value attached to each
Equipment Schedule opposite the Rent Payment number preceding the date of
such Event of Default or, if no Stipulated Loss Values are attached to
the applicable Equipment Schedule, then the present value of all unpaid
Rent and other sums due during the unexpired term of that Equipment
Schedule discounted at four (4%) percent per annum simple interest (or
the lowest discount rate permitted by law), plus Lessor's anticipated
value of the Equipment at the end of the Initial Term or any applicable
renewal term of the Equipment Schedule.
(v) Upon repossession or surrender of any Equipment, Lessor shall sell,
lease or otherwise dispose of such Equipment in a commercially reasonable
manner, with or without notice and on public or private bid, and apply
the net proceeds thereof (after deducting all expenses, including
attorneys' fees incurred in connection therewith), to the sum of (iv)
above;
(vi) Declare any other Equipment Schedules and leases between Lessor and
Lessee in default and exercise any of the remedies provided for herein;
and
(vii) Pursue any other remedy available at law or in equity, including
but not limited to seeking damages or specific performance and/or
obtaining an injunction.
(C) Lessee shall be liable and shall pay to Lessor all expenses incurred
by Lessor in connection with the enforcement of any of Lessor's remedies,
including all expenses of repossessing, storing, shipping, repairing, and
selling the Equipment, and Lessor's reasonable attorney's fees. Lessor and
Lessee acknowledge the difficulty in establishing a value for the unexpired
lease term and owing to such difficulty agree that the provisions of this
Section XIV represent an agreed measure of damages and are not to be deemed a
forfeiture or penalty.
(D) All remedies of Lessor hereunder are cumulative, are in addition to any
other remedies provided for by law, and may, to the extent permitted by law, be
exercised concurrently or separately. The exercise of any one remedy shall not
be deemed to be an election of such remedy or to preclude the exercise of any
other remedy. No failure on the part of Lessor to exercise and no delay in
exercising any right or remedy shall operate as a waiver thereof or modify the
terms of this Lease or any Equipment Schedule. A waiver of default shall not be
a waiver of any other or subsequent default. If this Lease is determined to be
subject to any laws limiting the amount chargeable or
8
collectible by Lessor then Lessor's recovery shall in no event exceed the
maximum amounts permitted by law.
9
XV. INDEMNITY.
Lessee shall indemnify and hold Lessor, its agents, employees, successors and
assigns, harmless from and against any and all claims, actions, suits,
proceedings, costs, expenses, damages and liabilities, including attorney's
fees, arising out of, connected with, or resulting from the Equipment, any
Equipment Schedule or this Lease, including without limitation, the manufacture,
selection, delivery, possession, use, lease, operation, removal or return of the
Equipment.
XVI. REPRODUCTION OF DOCUMENTS.
This Lease, any Equipment Schedule and all related documents, including (a)
amendments, addendums, consents, waivers and modifications which may be executed
contemporaneously or subsequently herewith, (b) documents received by the Lessor
from the Lessee, and (c) financial statements, certificates and other
information previously or subsequently furnished to the Lessor, may be
reproduced by the Lessor by any photographic, photostatic, microfilm, micro-
card, miniature photographic, compact disk reproduction or other similar process
and the Lessor may destroy any original document so reproduced. The Lessee
agrees and stipulates that any such reproduction shall, to the extent permitted
by applicable law, be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not the reproduction was made by the Lessor in the
regular course of business) and that any enlargement, facsimile or further
reproduction of the reproduction shall likewise be admissible in evidence.
XVII. ASSIGNMENT; WAIVER OF DEFENSES; QUIET ENJOYMENT.
LESSEE SHALL NOT ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE OF,
ENCUMBER OR PERMIT A LIEN UPON OR AGAINST ANY INTEREST IN THIS LEASE, ANY
EQUIPMENT SCHEDULE OR THE EQUIPMENT OR PERMIT THE EQUIPMENT TO BE USED BY ANYONE
OTHER THAN LESSEE OR LESSEE'S EMPLOYEES WITHOUT LESSOR'S PRIOR WRITTEN CONSENT.
Lessor may, without consent or notice to Lessee, assign or transfer this Lease
or any Equipment Schedule or grant a security interest in any Equipment, any
Rental Payments, or any other sums due to become due hereunder, and in such
event Lessor's assignee, transferee or grantee shall have all the rights,
powers, privileges, and remedies of Lessor hereunder. Lessor agrees that no
assignee of Lessor shall be bound to perform any duty, covenant, condition or
warranty attributable to Lessor, and Lessee further agrees not to raise any
claim or defense arising out of this Lease or otherwise which it may have
against Lessor as a defense, counterclaim, or offset to any action by an
assignee or secured party hereunder. Upon Lessor's request, Lessee will execute
a consent and acknowledgment of Lessor's assignment to its assignee. Nothing
contained herein is intended to relieve Lessor of any of its obligations.
Provided Lessee is not in default hereunder, Lessee shall quietly use and enjoy
the Equipment, subject to the terms hereof.
XVIII. PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATIONS.
In the event Lessee fails to comply with any provisions of this Lease, Lessor
shall have the right, but shall not be obligated, to effect such compliance on
behalf of Lessee upon ten (10) days prior written notice to Lessee. In such
event, all monies expended by, and all expenses of Lessor in effecting such
10
compliance shall be deemed to be additional rent, and shall be paid by Lessee to
Lessor at the time of the next payment, together with interest at the rate of
one and one-quarter (1-1/4%) percent per month but in no event more than the
maximum permitted by law.
XIX. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF TRIAL BY JURY AND RIGHTS
AND REMEDIES UNDER THE UNIFORM COMMERCIAL CODE.
This Lease shall be governed by the laws of the State of New Jersey, provided,
however, in the event this Lease or any provision hereof is not enforceable
under the laws of the State of New Jersey, then the laws of the state where
Equipment is located shall govern. LESSEE CONSENTS TO THE PERSONAL JURISDICTION
OF THE FEDERAL AND STATE COURTS OF THE STATE OF NEW JERSEY WITH RESPECT TO ANY
ACTION ARISING OUT OF THIS LEASE, ANY EQUIPMENT SCHEDULE OR THE EQUIPMENT,
PROVIDED, HOWEVER, LESSOR MAY IN ITS SOLE DISCRETION, ENFORCE THIS LEASE AND ANY
EQUIPMENT SCHEDULE IN ANY COURT HAVING LAWFUL JURISDICTION THEREOF. THIS MEANS
ANY LEGAL ACTION ARISING OUT OF THIS LEASE MAY BE FILED IN NEW JERSEY, AND
LESSEE MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY.
LESSEE AGREES THAT SERVICE OF PROCESS IN ANY SUIT MAY BE MADE BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, ADDRESSED TO LESSEE AT THE ADDRESS SET FORTH HEREIN.
TO THE EXTENT PERMITTED BY LAW, LESSEE WAIVES TRIAL BY JURY IN ANY ACTION BY OR
AGAINST LESSOR HEREUNDER AND WAIVES ANY AND ALL RIGHTS AND REMEDIES GRANTED TO
LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AND ANY RIGHTS NOW OR
HEREAFTER GRANTED BY STATUTE OR OTHERWISE THAT MAY LIMIT OR MODIFY LESSOR'S
RIGHTS AS DESCRIBED IN THIS LEASE OR THE EQUIPMENT SCHEDULES.
XX. GENERAL.
This Lease shall inure to the benefit of and is binding upon the heirs,
legatees, personal representatives, successors and permitted assigns of the
parties hereto. Time is of the essence of this Lease. This Lease and any
Equipment Schedule shall be effective when accepted by Lessor. This Lease and
the Equipment Schedules contain the entire agreement between Lessor and Lessee
with respect to the subject matter hereof, and all negotiations and
understandings have been merged herein. No modification of this Lease shall be
effective unless in writing and executed by both Lessor and Lessee. All
covenants and obligations of Lessee to be performed pursuant to this Lease,
including all payments to be made by Lessee hereunder, shall survive the
expiration or the earlier termination of this Lease. If more than one Lessee is
named in this Lease, the liability of each shall be joint and several. In the
event any provision of this Lease shall be unenforceable, then such provision
shall be deemed deleted, however, all other provisions hereof shall remain in
full force and effect. Service of all notices under this Lease shall be
sufficient if given personally, mailed to the party intended at its address set
forth herein, or at such other addresses said party may provide in writing from
time to time by certified mail, or overnight mail service, or sent via facsimile
transmission. Any such notice mailed to said address shall be deemed effective
three (3) days after it is deposited in the United States mail, duly addressed
and with postage prepaid; all notices sent by other means shall be deemed
effective when received.
11
IN WITNESS WHEREOF, the parties have executed this Lease this 9th day of
November 1994.
LESSEE: 1ST TECH CORPORATION
BY: /s/ XXXX X. XXXXXXXXX
---------------------------------
Xxxx X. Xxxxxxxxx, Chairman & CEO
------------------------------------
(PRINT OR TYPE NAME AND TITLE OF ABOVE
SIGNATURE)
ATTEST: /s/ XXXXXX X. XXXXXX
----------------------------
TITLE: Secretary
LESSOR: COPELCO CAPITAL, INC.
BY: /s/ X. XXXXXXXXXXX, XX.
-----------------------------
X. Xxxxxxxxxxx, Xx., Sr. VP
---------------------------------
(PRINT OR TYPE NAME AND TITLE OF ABOVE
SIGNATURE)
12
COPELCO Lease No. 0-00000-0
LEASING CORPORATION ---------
Schedule No ________
Rentals Commence 01-28-94
--------
C69
FULL LEGAL NAME AND ADDRESS OF LESSEE NAME AND ADDRESS OF EQUIPMENT SUPPLIER
1ST TECH CORPORATION QUAD SYSTEMS CORPORATION
00000 XXXXXXXXXX XXXX. TWO ELECTRONIC DRIVE
AUSTIN, TEXAS 78727 XXXXXXX, XX 00000
SCHEDULE NO. 1 OF EQUIPMENT LEASE
QTY. DESCRIPTION (MODEL NO.) (SERIAL NO.)
(Indicate if Used
Equipment)
SEE ADDENDUM "A" ATTACHED HERETO AND FORMING A PART HEREOF.
EQUIPMENT LOCATION,
IF DIFFERENT THAN ABOVE: XXXXXX XXXXXXX XXXXXX XXXX XXXXX XXX
XXXXXXX TERM RENTAL TOTAL NO. AND DVANCE RENTAL SECURITY
OF LEASE PAYMENTS AMOUNT OF EACH PAYMENTS TO BE DEPOSIT
PERIODICALLY RENTAL PAYMENT APPLIED TO
24 MONTHS AS FOLLOWS DURING INITIAL
TERM OF LEASE
THE FIRST 1
MONTHLY 24 RENTAL MONTH(S) AND $0.00
PAYMENTS OF
$9,127.13 EA. THE LAST 1
MONTH(S) RENTAL
$18,254.26
PAYMENTS TOTALING
(ADVANCE PAYMENTS
MUST ACCOMPANY
LEASE APPLICATION)
TERMS AND CONDITIONS OF LEASE
1. LEASE OF EQUIPMENT.
A. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the
equipment described above and on any schedule made a part hereof (the
"Schedule") (the equipment with all replacement parts, repairs, additions,
substitutions and accessories called the "Equipment") on the terms and
conditions on the face and reverse side hereof and on any Schedule hereto
(collectively the "Lease" or "Leases" unless the context indicates otherwise).
Lessee authorizes Lessor to insert in the Lease or any Schedule, the
Commencement Date, the serial numbers and other identification data of the
Equipment and other omitted factual matters when determined by Lessor.
13
B. Acceptance by Lessor shall occur only as set forth in this Section 1 and
shall continue in force with respect to all items of Equipment for the Initial
Term specified in each Schedule. Lessee agrees promptly to date, execute and
deliver to Lessor, upon delivery to Lessee of the first item of Equipment listed
on a Schedule a confirmation of delivery on Lessor's Delivery and Acceptance
Receipt form ("Receipt"). If Lessee does not, for any reason, date, execute and
deliver to Lessor the Receipt, within ten days after delivery of such item of
Equipment, Lessee hereby irrevocably authorizes the Lessor as its attorney-in-
fact to execute the Receipt on Lessee's behalf and to insert the date that the
Equipment was delivered to Lessee.
2. ORDER AND DELIVERY OF EQUIPMENT; LESSOR'S RIGHT TO TERMINATE. Lessee hereby
requests Lessor to order the Equipment from the Supplier named above and to
arrange for delivery of the Equipment to Lessee at Lessee's expense, and lease
the Equipment to Lessee. If the Equipment is not delivered to and accepted by
Lessee in form satisfactory to Lessor, within ninety (90)days from the date
Lessor orders the Equipment, Lessor may terminate this Lease and its obligations
hereunder to Lessee. Lessee waives any requirement of Lessor to furnish Lessee
a copy of Lessor's purchase order for the Equipment.
3. TERM AND RENT.
A. The initial term ("Initial Term") of any Schedule to which this Lease
relates shall commence on the day the first item of Equipment listed on such
Schedule is delivered to Lessee or Lessee's representative (the "Commencement
Date") and shall be of such duration as is prescribed in such Schedule. Advance
Rent and any Security Deposit as provided in any Schedule shall be payable upon
the execution of this Lease or the applicable Schedule and shall not be
refundable if the lease term for any reason does not commence or if this Lease
is duly terminated by Lessor. Interim rent shall be payable for the period
between the Commencement Date and the first day of the month following the
Commencement Date at a daily rate equal to the periodic rental provided in any
Schedule divided by the number of days in the period and subsequent payments
shall be due periodically in advance on the first day of each successive period
thereafter until all rent and other sums chargeable to Lessee hereunder are paid
in full. Lessee's obligation to pay rent and Lessee's other monetary
obligations hereunder are absolute and unconditional and are not subject to any
abatements, set-off, defense or counterclaim for any reason whatsoever. Any
Security Deposit shall secure all obligations of Lessee hereunder and may be
applied at Lessor's discretion to any past due obligation of Lessee and to the
extent not applied shall be returned to Lessee, without interest, at the
expiration of this Lease or the applicable Schedule. All payment of rent shall
be made to Lessor at the address set forth herein or such other address as
Lessor shall designate in writing.
B. Whenever any payment is not made by Lessee when due hereunder, Lessee agrees
to pay to Lessor, not later than one month thereafter interest on all monies
due Lessor from and after the date same is due at the rate of one and one-half
(1-1/2%) percent per month until paid, but as to each of the foregoing in no
event more than the maximum rate permitted by law.
C. As used herein, "Actual Cost" means the cost to Lessor of purchasing and
delivering the Equipment to Lessee, including taxes, transportation and other
charges. The amount of each Rental Payment and the Security Deposit set forth
in the Schedule are based on the total cost set forth in Lessor's purchase order
for the Equipment ("Equipment Cost"), which is an estimate, and shall be
adjusted proportionately if the actual cost of the Equipment is greater than
14
said estimate. Lessee hereby authorizes Lessor to adjust upward the amounts set
forth in the Schedule when the actual cost is known and to add to the amount of
each Rental Payment any sales, use or leasing tax that may be imposed on or
measured by the Rental Payments. Lessor will inform Lessee of the adjustments
necessary to reflect Actual Cost. If the Actual Cost of the Equipment on any
Schedule exceeds the Estimated Cost by more than ten (10%) percent thereof
(exclusive of taxes), Lessor shall, if it desires to add to the Estimated Cost
an amount in excess of 10% of Estimated Cost, so notify Lessee in writing.
Within fifteen days (15) days thereafter, Lessee at its option may terminate the
relevant Schedule by giving notice to Lessor of its intention to do so,
effective the day of such notice, subject however to the provisions of Section
3.A hereof.
If, at any time prior to acceptance of the Equipment leased hereunder, Lessor
makes a general pricing increase with respect to new leases (including increases
reflecting increases in financing cost or operating expenses) and desires that
such increase be reflected in the Rental Payments to be charged to Lessee under
the Schedule relating to such Equipment, then Lessor shall promptly notify
Lessee of such increase ("Increase Notification"). If such increase is in
excess of ten (10%) percent of the amount of the Rental Payment, Lessee at its
option may terminate the relevant Schedule; provided, however, the Lessor must
be notified, within fifteen (15) days after the date of Increase Notification,
of Lessee's intentions to do so, effective the day of such notice to Lessor. If
any increase under this Section 3.D is not in excess of ten (10%) of the Rental
Payment, or if Lessor is not notified of Lessee's intentions to terminate the
relevant Schedule within the fifteen (15) day period set forth herein, the
relevant Schedule shall be automatically adjusted to the new higher Rental
Payment.
4. NO WARRANTIES BY LESSOR, DISCLAIMER OF IMPLIED WARRANTIES AND WAIVER OF
DEFENSES. LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF OR A DEALER IN THE
EQUIPMENT, AND MAKES NO WARRANTY, EXPRESSED OR IMPLIED, TO ANYONE, AS TO THE
SUITABILITY, DURABILITY, DESIGN, CONDITION, CAPACITY, PERFORMANCE OR ANY
OTHER ASPECT OF THE EQUIPMENT OR ITS MATERIAL OR WORKMANSHIP. LESSOR FURTHER
DISCLAIMS ANY IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE EQUIPMENT
INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR USE OR PURPOSE. AS
TO LESSOR AND ITS ASSIGNS, LESSEE LEASES THE EQUIPMENT "AS 1S." LESSEE
REPRESENTS THAT IT HAS SELECTED THE EQUIPMENT AND THE SUPPLIER AND
ACKNOWLEDGES THAT LESSOR HAS NOT RECOMMENDED THE SUPPLIER. LESSOR SHALL HAVE
NO OBLIGATION TO INSTALL, MAINTAIN, ERECT, TEST, ADJUST, OR SERVICE THE
EQUIPMENT, ALL OF WHICH LESSEE SHALL PERFORM, OR CAUSE THE SAME TO BE
PERFORMED BY QUALIFIED THIRD PARTIES. LESSOR AND LESSOR'S ASSIGNEE SHALL NOT
BE LIABLE TO LESSEE OR OTHERS FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR
NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT HOWEVER ARISING, OR THE
USE OR MAINTENANCE THEREOF OR THE FAILURE OF OPERATION THEREOF, OR THE
REPAIRS, SERVICE OR ADJUSTMENT THERETO. NO REPRESENTATION OR WARRANTY AS TO
THE EQUIPMENT OR ANY OTHER MATTER BY THE SUPPLIER OR OTHERS SHALL BE BINDING
ON THE LESSOR NOR SHALL THE BREACH OF SUCH RELIEVE LESSEE OF, OR IN ANY WAY
AFFECT, ANY OF LESSEE'S OBLIGATIONS TO LESSOR HEREIN. IF THE EQUIPMENT IS
UNSATISFACTORY FOR ANY REASON LESSEE SHALL MAKE CLAIM ON ACCOUNT THEREOF
SOLELY AGAINST SUPPLIER, AND ANY OF SUPPLIER'S VENDORS, AND SHALL
NEVERTHELESS PAY LESSOR ALL RENT AND OTHER SUMS PAYABLE UNDER THIS LEASE.
LESSOR HEREBY ASSIGNS TO LESSEE, SOLELY FOR THE PURPOSE OF PROSECUTING SUCH A
CLAIM, ALL (IF ANY) OF THE RIGHTS WHICH LESSOR MAY HAVE AGAINST SUPPLIER AND
SUPPLIER'S
15
VENDORS FOR BREACH OF WARRANTY OR OTHER REPRESENTATIONS RESPECTING THE
EQUIPMENT.
REGARDLESS OF CAUSE, LESSEE WILL NOT ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR
FOR LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, NOR SHALL LESSOR BE RESPONSIBLE FOR ANY DAMAGES OR COSTS WHICH MAY BE
ASSESSED AGAINST LESSEE IN ANY ACTION FOR INFRINGEMENT OF ANY UNITED STATES
LETTERS PATENT. LESSOR MAKES NO WARRANTY AS TO THE TREATMENT OF THIS LEASE FOR
TAX OR ACCOUNTING PURPOSES.
NOTWITHSTANDING ANY FEES WHICH MAY BE PAID BY LESSOR TO SUPPLIER OR ANY AGENT OF
SUPPLIER, LESSEE UNDERSTANDS AND AGREES THAT NEITHER SUPPLIER NOR ANY AGENT OF
SUPPLIER IS AN AGENT OF LESSOR OR IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR
CONDITION OF THIS LEASE.
5. JURISDICTION AND VENUE. LESSEE CONSENTS TO THE PERSONAL JURISDICTION OF THE
FEDERAL AND STATE COURTS OF THE STATE OF NEW JERSEY WITH RESPECT TO ANY ACTION
ARISING OUT OF THIS LEASE OR THE EQUIPMENT PROVIDED HOWEVER LESSOR MAY IN ITS
SOLE DISCRETION ENFORCE THIS LEASE IN ANY COURT HAVING LAWFUL JURISDICTION
THEREOF. THIS MEANS ANY LEGAL ACTION ARISING OUT OF THIS LEASE MAY BE FILED IN
NEW JERSEY, AND LESSEE MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN
NEW JERSEY. LESSEE AGREES THAT SERVICE OF PROCESS IN ANY SUIT MAY BE MADE BY
CERTIFIED MAIL. RETURN RECEIPT REQUESTED ADDRESSED TO THE LESSEE AT THE ADDRESS
SET FORTH HEREIN. TO THE EXTENT PERMITTED BY LAW, LESSEE WAIVES TRIAL BY JURY IN
ANY ACTION BY OR AGAINST LESSOR HEREUNDER.
6. TITLE; PERSONAL PROPERTY. The Equipment is, and shall at all times be owned
by Lessor and Lessee shall have no interest in the Equipment except that of
Lessee and Lessee shall have no right to purchase or otherwise acquire title to
or ownership of any of the Equipment. If Lessor supplies Lessee with labels
indicating that the Equipment is owned by Lessor, Lessee shall affix such labels
to and keep them in a prominent place on the Equipment. Lessee hereby
authorizes Lessor to insert in this Lease the serial numbers, and other
identification data of Equipment when determined by Lessor. To protect Lessor's
rights in the Equipment in the event this Lease is determined to be a security
agreement, Lessee hereby grants to Lessor a security interest in the Equipment
and all proceeds, rents or profits therefrom. Lessee authorizes Lessors, at
Lessee's expense, to cause this Lease or any statement or other instrument in
respect of this Lease showing the interest of Lessor in the Equipment, including
Uniform Commercial Code financing statements, to be filed or recorded and
refiled and re-recorded, and grants Lessor the right to execute Lessee's name
thereto. Lesseee agrees to execute, deliver and file any statement or
instrument requested by Lessor for such purpose, and if certificates of title
are issued or outstanding with respect to any of the Equipment, Lessee will
cause the interest of Lessor to be properly noted thereon, and agrees to pay or
reimburse Lessor for any searches, filings, recordings, stamp fees or taxes
related to the filing or recording of any such instrument or statement, plus
Lessor's handling charges. Lessee shall, at its expense, protect and defend
Lessor's title against all persons claiming against or through Lessee, at all
times keeping the Equipment free from any legal process or encumbrance
whatsoever including but not limited to liens, attachments, levies and
executions, and shall give Lessor immediate written notice thereof and shall
indemnify Lessor from any loss caused thereby, Lessee shall, upon Lessor's
request execute or obtain from third parties and deliver
16
to Lessor such estoppel certificates, landlord's waivers and such further
instruments and assurances as Lessor deems necessary or advisable for the
confirmation or perfection of Lessor's rights hereunder. The Equipment is, and
shall at all times be and remain, personal property notwithstanding that the
Equipment or any part thereof may now be or hereafter become, in any manner,
affixed or attached to real property or any improvements thereon.
7. MAINTENANCE, USE AND LOCATION. Lessee shall, at it own cost and expense,
maintain the Equipment in good operating condition and repair and protect the
Equipment from deterioration other than normal wear and tear; shall use the
Equipment in the regular course of its business, within its normal operating
capacity, without abuse; shall comply with all laws, ordinances, regulations,
requirements and rules with respect to the use, maintenance and operation of the
Equipment; shall not make any modification, alteration or addition to the
Equipment without the prior written consent of Lessor, which shall not be
unreasonably withheld, except for engineering changes recommended by and made by
the manufacturer; shall install on the Equipment all engineering changes offered
by the manufacturer without charge which enhance the safety of the Equipment;
shall not so affix the Equipment to realty as to change its nature to real
property or a fixture; and shall deep the Equipment at the location shown
herein, and shall not remove the Equipment without prior consent of Lessor.
Lessee will grant access to the Equipment to Lessor, Lessor's designee, and the
manufacturer during normal working hours for inspection, repair, preventative
maintenance, installation of engineering changes and for any other reasonable
purpose. Lessee shall during the term of this Lease, at its own expense, enter
into and maintain in force a contract with the manufacturer or other acceptable
maintenance company covering the maintenance of the Equipment and furnish a copy
thereof to Lessor upon request. If Lessor incurs any cost or expenses to bring
the Equipment up to good working order and appearance, Lessee shall immediately
reimburse Lessor for all such costs or expenses.
8. REDELIVERY; RENTAL TERM. After the Initial Term, and after each renewal term
thereafter, this Lease shall be automatically renewed for a term of six months,
unless Lessee shall give written notice of termination at least one hundred
eighty (180) days before the expiration of the then current term. Within (10)
days of Expiration or earlier termination of this lease, Lessee shall return the
Equipment and all cable, wirng, connectors, accessories and attachments thereto,
freight and insurance prepaid, to Lessor in good repair, condition and working
order, ordinary wear and tear resulting from proper use thereof only excepted.
Lessee shall have the Equipment certified as acceptable for the manufacturer's
standard maintenance contract and such certification shall be presented to
Lessor at least fourteen (14) days prior to redelivery to Lessor. Lessor shall
have the right, by notice to Lessee, and at Lessee's cost, to make all
arrangements for the discontinuance, disassembly, packing and transportation of
each item of Equipment and to designate a redelivery location. If Lessee fail to
return the Equipment as provided herein, Lessee shall pay Lessor a sum equal to
one (1) year's rent as liquidated damages to compensate Lessor for the economic
loss suffered by Lessor as a result of its inability to realize the residual
value of the Equipment when anticipated. In addition, for the use of the
Equipment, Lessee agrees to pay Lessor monthly rent equal to 110% of the average
annual Rental Payment (adjusted, if necessary, to a monthly period) provided
herein. Nothing contained herein is intended to relieve Lessee of its
obligation to
17
return the Equipment to Lessor as provided herein or restrict Lessor's right to
recover the Equipment in the event of the failure of Lessee to so return the
Equipment at the expiration or termination of this Lease. If requested by
Lessor, Lessee shall store the Equipment at Lessee's premises for a period of up
to ninety (90) days at no cost to Lessor.
9. RISK OF LOSS. Lessee shall bear all risks of loss or damage to Equipment
from any cause from the date of the shipment of the Equipment to Lessee until
its return to Lessor. The occurrence of any such loss or damage shall not
relieve Lessee of any obligation hereunder. Lessee shall notify Lessor of any
damage to or destruction of the Equipment. In the event of loss or damage,
Lessee, at Lessor's sole option shall: (a) repair the damaged Equipment; or (b)
replace lost or unrepairable Equipment in good condition and working order with
documentation creating clear title thereto in Lessor; or (c) pay to Lessor the
present value of the unpaid balance of the aggregate rent reserved under this
Lease plus Lessor's anticipated residual value of the Equipment at the scheduled
expiration of this Lease discounted at six (6%) percent per annum to the date of
loss. Upon Lessor's receipt of replacement Equipment or payment as provided in
(b) or (c) hereof, Lessee and/or Lessee's insurer shall be entitled to Lessor's
interest in said item for salvage purposes, in its then condition and location,
without warranty, express or implied.
10. INSURANCE. Lessee shall keep the Equipment insured against all risks of
loss or damage from every cause whatsoever for not less than the full
replacement value thereof, and shall carry public liability and property damage
insurance covering the Equipment and its use in amounts customary for such
Equipment. All such insurance shall be in form and amount and with companies
acceptable to Lessor and name Lessor and its assignee as Loss Payee, as their
interest may appear with respect to property damage coverage and as Additional
Insured with respect to public liability coverage. Lessee shall pay the
premiums therefor and deliver said polices, or duplicates thereof or
certificates of coverage therefor to Lessor with long form Lender's Loss Payable
endorsement upon the policy or policies or by independent instrument, that
provides Lessor a right to thirty (30) days' written notice before the policy
can be altered or canceled and the right without obligation to payment of
premium. Should Lessee fail to provide such insurance coverage, Lessor may
obtain such coverage for its benefit or for the benefit of Lessee and charge
Lessee therefor. Lessee hereby appoint Lessor as Lessee's attorney-in-fact to
make claim for, receive payment of and execute and endorse all documents,
checks, or drafts for loss or damage under any said insurance polices and to
apply the proceeds in furtherance of the exercise of Lessor's options as
provided herein.
11. TAXES AND CHARGES. This Lease is intended to be a net lease, and all
payments hereunder are intended to be net to Lessor to the extent permitted by
applicable law. Lessee shall pay directly (or, at Lessor's option, reimburse
Lessor for) all license fees, assessments and other government charges, and all
sales, use, excise, franchise, personal property and any other similar tax or
taxes (herein collectively called "Charges") now or hereafter imposed, levied or
assessed by any state, federal or local government or agency upon any of the
Equipment or upon the leasing, purchase, ownership, use, possession, financing
or operation thereof, or upon the receipt of rental payments therefor, even if
Lessee's status provides for its exemption from the Charges (excluding income
and gross receipt taxes on the rental payments,
18
except any such tax on rental payments which is substitution for, or relieves
Lessor from, the payment of taxes which Lessee would otherwise be obligated to
pay or reimburse Lessor as herein provided) before the same shall become in
default or subject to the payment of any penalty or interest. Lessee shall
supply Lessor with receipts or other evidence of payment of all Charges as may
reasonably be requested by Lessor. Lessee shall further comply with all state
and local laws requiring the filing of ad valorem or other tax returns relating
to any Charges. Lessee shall notify the Lessor of the imposition of, or, to
Lessee's knowledge, the proposed imposition of, any charges by supplying to
Lessor (within five (5) days after receipt thereof by Lessee) a copy of the
invoice or other documents respecting such Charges. Unless otherwise directed
by Lessor in writing, Lessor shall pay all personal property taxes with respect
to the Equipment and Lessee shall reimburse Lessor therefor upon demand.
12. LEASE IRREVOCABILITY AND OTHER COVENANTS AND REPRESENTATIONS OF LESSEE.
Lessee agrees that this Lease is irrevocable for the full term hereof and the
Lessee's obligations under this Lease are absolute and shall continue with out
abatement and regardless of any disability of Lessee to use Equipment or any
part thereof because of any reason including, but not limited to war, act of
God, governmental regulations strike, loss, damage, destruction, obsolescence,
failure or delay in delivery, failure of the Equipment to operate properly,
termination by operation of law, or any other cause. Lessee agrees to deliver
to Lessor annual financial statements and such interim statements, as Lessor
requests. Lessee represents that this Lease has been duly authorized by all
necessary action on its part, is a valid, binding and legally enforceable
obligation of Lessee in accordance with its terms and is not in any respect
inconsistent with Lessee's Charter or By-Laws, regulation, order or agreement
binding upon Lessee; and the Equipment shall be used by Lessee solely for
business purposes and that all financial and other information submitted to
Lessor was and will be true and correct.
13. INDEMNITY. Lessee shall indemnify and hold Lessor harmless from and
against any and all claims, actions, suits, proceedings, costs, expenses,
damages and liabilities, including attorney's fees, arising out of, in
connection with, or resulting from the Equipment or this Lease, including
without limitation, the manufacture, selection, delivery, possession, use,
lease, operation, removal or return of the Equipment.
14. DEFAULT AND REMEDIES.
A. If any one of the following events shall occur: (a) Lessee fails to pay any
rent or any other payment hereunder when due; or (b) Lessee fails to pay, when
due, any indebtedness to Lessor arising independently of this Lease, including
but not limited to, any other leases between Lessor and Lessee, and such default
shall continue for five (5) days; or (c) Lessee fails to perform any of the
terms, covenants or conditions of this Lease or any other lease between Lessor
and Lessee, other than as provided above, after ten (10) days written notice; or
(d) any representation of Lessee contained in this Lease or any other related
agreement, or in any credit or other information submitted to Lessor in
connection with this transaction is untrue or incorrect; or (e) Lessee sells
substantially all of its assets out of the ordinary course of business, merges
or consolidates with any other person, or, if a corporation, sustains a change
in the ownership of more than 20% in the aggregate of its issued and outstanding
stock of any class; or (f) Lessee becomes insolvent or
19
makes an assignment for the benefit of creditors; or (g) a receiver, trustee,
conservator or liquidator of Lessee or of all or a substantial part of its
assets is appointed with or without the application or consent of Lessee; or (h)
a petition is filed by or against Lessee under the Bankruptcy Code or any
amendment thereto, or under any other insolvency law or laws, providing for the
relief to debtors, Lessor may, to the extent permitted by applicable law
exercise any one or more of the following remedies:
(i) Terminate this Lease with respect to all or any part of Equipment.
(ii) Recover from Lessee all rent and other amounts then due and as they
shall thereafter become due hereunder;
(iii) Take possession of any or all items of Equipment, wherever the same
may be located, and any such taking of possession shall not
constitute a termination of this Lease;
(iv) Declare the entire unpaid balance of rent and other amounts for the
unexpired term of this Lease immediately due and payable and recover
from Lessee, with respect to any and all items of Equipment and with
or without repossessing the Equipment the sum of:
1. The unpaid balance of all rent and other amounts due for the
balance of the term of this Lease, discounted at six (6%)
percent per annum simple interest;
2. The "reversionary value" of the Equipment as of the end of the
Initial Term, which Lessee for this purpose agrees shall be ten
(10%) percent of the total cost of the Equipment to Lessor,
discounted at six (6%) percent per annum simple interest;
provided, however, that upon repossession or surrender of
Equipment, Lessor shall sell, lease or otherwise dispose of
Equipment in a commercially reasonable manner, with or without
notice and on public or private bid, and apply the net proceeds
thereof (after deducting all expenses, including attorneys' fees
incurred in connection therewith), to the sum of (1) and (2)
above;
(v) Declare any other leases between Lessor and Lessee in default and
exercise with respect to such leases any of the remedies provided for
herein;
(vi) Pursue any other remedy available at law or in equity, including but
not limited to seeking damages or specific performance and/or
obtaining an injunction.
B. Lessee shall be liable and shall pay to Lessor all expenses incurred by
Lessor in connection with the enforcement of any of the Lessor's remedies,
including all expenses of repossessing, storing, shipping, repairing, and
selling the Equipment, and Lessor's reasonable attorney's fees. Lessor and
Lessee acknowledge the difficulty in establishing a value for the Equipment
lease term and owing to such difficulty agree that the provisions of this
paragraph 14 represent an agreed measure of damages and are not to be deemed a
forfeiture or penalty.
C. All remedies of Lessor hereunder are cumulative, are in addition to any other
remedies provided for by law, and may, to the extent permitted by law, be
exercised concurrently or separately. The exercise of any one remedy shall not
be deemed to be an election of such remedy or to preclude the exercise of any
other remedy. No failure on the part of the Lessor to exercise and no
20
delay in exercising any right or remedy shall operate as a waiver thereof or
modify the terms of this Lease. A waiver of default shall not be a waiver of
any other or subsequent default. If this Lease is determined to be subject to
any laws limiting the amount chargeable or collectible by Lessor's recovery
shall in no event exceed the maximum amounts permitted by law.
D. Upon default by Lessee in any of the terms and conditions of this Lease, to
the extent and if permitted by applicable law, Lessee authorizes and empowers
the Prothonotary or Clerk of Court or any attorney of any court of record to
appear for Lessee and enter a judgment by confession or in a amicable action in
any court of competent jurisdiction under this provision in favor of Lessor or
its assignee, with or without averment or declaration filed, for possession of
the Equipment and/or for such sum or sums as may be payable by reason of the
terms of this Lease, including any sums as may be past due at the time of
repossession on acceleration, and such additional sums as may be incurred by
reasonable attorney's fees. The authority to confess judgment either for
possession of the Equipment or any money due hereunder shall not be exhausted by
one exercise, but judgments may be confessed from time to time, as often as may
be necessary.
15. ASSIGNMENT; WAIVER OF DEFENSES; QUIET ENJOYMENT. LESSEE SHALL NOT ASSIGN,
TRANSFER, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE OF THIS LEASE OR ANY
INTERESTS HEREUNDER NOR SUBLET OR LEND EQUIPMENT OR PERMIT IT TO BE USED BY
ANYONE OTHER THAN LESSEE OR LESSEE'S EMPLOYEES WITHOUT LESSOR'S PRIOR WRITTEN
CONSENT. Lessor may, without consent, assign or transfer this Lease or grant a
security interest in any Equipment, any rentals, or any other sums due or to
become due hereunder, and in such event Lessor's assignee, transferee or grantee
shall have all rights, power, privileges, and remedies of Lessor hereunder.
Lessee agrees that, following its receipt of notice of any assignment by Lessor
of this Lease or the Rental Payments payable hereunder, it will pay the Rental
Payments due hereunder directly to the assignee (or to whomever the assignee
shall designate). Lessee agrees that no assignee of Lessor shall be bound to
perform any duty, covenant, condition or warranty attributable to Lessor, and
Lessee further agrees not to raise any claim or defense arising out of this
Lease or otherwise which it may have against Lessor as a defense, counterclaim,
or offset to any action by an assignee or secured party hereunder. Upon
Lessor's request, Lessee will acknowledge to any assignee receipt of Lessor's
notice of assignment. Nothing contained herein is intended to relieve Lessor of
any of its obligations. Provided Lessee is not in default hereunder, Lessee
shall quietly use and enjoy the Equipment, subject to the terms hereof.
16. PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATIONS. In the event Lessee fails to
comply with any provisions of this Lease, Lessor shall have the right, but shall
not be obligated, to effect such compliance on behalf of Lessee upon ten (10)
days prior written notice to Lessee. In such event, all monies expended by, and
all expenses of Lessor in effecting such compliance shall be deemed to be
additional rent, and shall be paid by Lessee at the time of the next rent
payment, together with interest at the rate of one and one-half (1-1/2%) percent
per month but in no event more than that maximum permitted by law.
17. GOVERNING LAW; JURISDICTION AND VENUE; WAIVER OF TRIAL BY JURY AND RIGHTS
AND REMEDIES UNDER THE UNIFORM COMMERCIAL CODE. The Lease shall be governed by
the laws of the State of New Jersey, provided however, in the event this
21
Lease or any provision hereof is not enforceable under the laws of the State of
New Jersey then the laws of the state where the Equipment is located shall
govern. To the extent permitted by law, Lessee waives trial by jury in any
action by or against Lessor hereunder. Lessee hereby waives any and all rights
and remedies granted Lessee by Section 2A-508 through 2A-522 of the Uniform
Commercial Code including, by way of example only and not as a limitation, the
right to repudiate this Lease and reject the Equipment; the right to cancel this
Lease; to revoke acceptance of the Equipment; granting a security interest in
the Equipment in Lessee's possession and control for any reason; recover damages
thereunder for any breach of warranty or for any other reason deduct all or any
part of the claimed damages resulting from Lessor's default, if any, under this
Lease; accept partial delivery of the Equipment; "cover" by making any purchase
or lease of or contract to purchase or lease equipment in substitution for those
due from Lessor; recover any general, special, incidental or consequential
damages, for any reason whatsoever; and specific performance, replevin, detinue,
sequestration, claim and delivery and the like for the Equipment identified to
this lease.
18. GENERAL. This Lease shall insure to the benefit of and is binding upon the
heirs, legatees, personal representatives, successors and assigns of the parties
hereto. Time is of the essence of this Lease. This Lease and any Schedule
shall be effective when accepted in writing by Lessor at its principal offices
in New Jersey by its President or any Vice President. This Lease and any
Schedule contains the entire agreement between Lessor and Lessee with respect to
the subject matter hereof, and all negotiations and understandings have been
merged herein. No modification of this Lease shall be effective unless in
writing and executed by any executive officer of Lessor. All covenants and
obligations of Lessee to be performed pursuant to this Lease, including all
payments to be made by Lessee hereunder, shall survive the expiration or earlier
termination of this Lease. If more than one Lessee is named in this Lease, the
liability of each shall be joint and several. In the event any provision of
this Lease shall be unenforceable, then such provision shall be deemed deleted,
however, all other provisions hereof shall remain in full force and effect.
Service of all notices under this Lease shall be sufficient if given personally,
mailed to the party intended at its address set forth herein, or at such other
addresses said party may provide in writing from time to time by certified mail,
or overnight mail service, or sent via facsimile transmission. Any such notice
mailed to said address shall be effective when deposited in the United States
mail, duly addressed and with postage prepaid.
19. MASTER LEASE. This Lease may be used as a Master Lease between Lessor and
Lessee, and shall govern any Schedules now or hereafter executed by Lessor and
Lessee, which refer to this Lease.
IN WITNESS WHEREOF, Lessor and Lessee have dated this Lease the 17th day of
December, 1993.
LESSOR: COPELCO LEASING CORPORATION Lessee: 1ST TECH CORPORATION
Accepted on: 01-28-94
By: /s/ X. XXXXXXXXXXX, XX. By: /s/ XXXX X. XXXXXXXXX
--------------------------------- -----------------------------
Authorized Signature Xxxx X. Xxxxxxxxx
Title: Vice President Chairman & CEO
22
ATTEST or WITNESS:
/s/ XXXXXX X. XXXXXX
--------------------------------
23
ADDENDUM "A" ANNEXED TO AND MADE A PART HEREOF LEASE AGREEMENT
NO. 0538420 DATED 12-17-93 BY AND BETWEEN 1ST TECH CORPORATION
--------------------------------------------------------------------------------
("LESSEE") AND COPELCO LEASING CORPORATION ("LESSOR")
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Whereas, Lessor and Lessee are party to the above-described Lease Agreement
(the "Lease Agreement"); and desire to make certain changes, amendments and
additions to the Lease Agreement as hereinafter set forth.
Now therefore, it is hereby agreed that the Lease Agreement shall be
amended in the following respects:
The following equipment shall be deleted from the Schedule 1A of Lease
Agreement:
1 - DUAL CAMERA WITH VISION PROCESSOR
The following equipment shall be added to Schedule 1A of Lease Agreement:
2 - 12MM TAPE FEEDRS
Monthly rental payments will be changed from $9127.13 to $8,749.39 per month.
All else remains the same.
No other provisions of the Lease Agreement shall be altered, amended or
affected by the Addendum. No charge or modification of the Addendum shall be
valid unless agreed to by both parties and signed by officers of both. All
other term and conditions of the Lease Agreement shall remain in full force and
effect.
By execution hereof, the signers hereby certify that they have read the
Addendum and that they are duly authorized corporate officers, partners, or
proprietors of the below-named Lessee and Lessor and are duly authorized to
execute this Addendum on behalf of Lessee and Lessor.
1ST TECH CORPORATION COPELCO LEASING CORPORATION
BY: /s/ XXXXXX X. XXXXXX BY: /s/ X. XXXXXXXXXXX, XX.
--------------------------- ---------------------------
Xxxxxx X. Xxxxxx, CFO X. Xxxxxxxxxxx, Xx., Vice President
PRINT OR TYPE NAME AND TITLE PRINT OR TYPE NAME AND TITLE OF
OF ABOVE SIGNATURE ABOVE SIGNATURE
DATED: 1/7/94 DATED: 01-28-94
24
SCHEDULE NO. 1A TO LEASE AGREEMENT NO. 0-00000-0 DATED 12-17-93
BY AND BETWEEN 1ST TECH CORPORATION ("LESSEE") AND
COPELCO LEASING CORPORATION ("LESSOR")
QTY DESCRIPTION
--- -----------
1 QUAD IVC/68 STD. CONFIG. INCLUDES: CENTRAL CONTROL
1 TOUCHLESS LASER CENTERING; HAND-HELD TERMINAL
1 NOZZLE CHANGER; 7 SPARE NOZZLES; VACUUM PUMP
1 QUADVU3 OFFSET CORRECTION & IMAGE REJECT VISION
1 QUADVU4 FOR FINE PITCH LEAD PITCH INSPECT. & ALIGN.
1 TAPE FEEDER BAS; AUTOPROGRAM S/W PACKAGE
1 PROGRAMMABLE TRANSPORT; INTEGRATED PC PKG.
1 INSTALLATION; TRAINING; OPERATORS MANUAL
4 SETS TOPPLING POSTS
1 ELECTRONIC TAPE FEEDER BASE
20 8MM ELECTRONIC TAPE FEEDER
6 24MM ELECTRONIC TAPE FEEDER
1 VIBRATORY TUBE FEEDER BASE
1 VMP-20S SEMI AUTO. SCREEN PRINTER INCLUDES:
1 VERTICAL MOTION PROFILE BOARD; SNAP OFF SPEED CONTR.
1 MICRO CONTROLLER SETUP; 30 PRINT PARAMETER STORE &
1 RECALL; DUAL SQUEEGEE; DIAGNOSTIC CONTROLS
1 STORAGE STAND; SCREEN/STENCIL UP TO 20 X 20" I.D.
1 PRINT AREA: CONTACT 15.7 X 17.7, OFF CONTACT 16.5 X 17.7
1 UPGRADABLE DESIGN; VENTURI VACUUM PUMP
1 ADJUSTABLE SYSTEM TOOLING; MAGNETIC/VACUUM CUP
1 DOUBLE SIDED BOARDS;
1 DUAL CAMERA WITH VISION PROCESSOR
1ST TECH CORPORATION COPELCO LEASING CORPORATION
BY: /s/ XXXX X. XXXXXXXXX BY: /s/ X. XXXXXXXXXXX, XX.
-------------------------------- --------------------------------
Xxxx X. Xxxxxxxxx, Chairman & CEO X. Xxxxxxxxxxx, Xx., Vice President
----------------------------------- -----------------------------------
PRINT NAME AND TITLE OF ABOVE PRINT NAME AND TITLE OF ABOVE
SIGNATURE SIGNATURE
DATE: 12-17-93 DATE: 01-28-94
25
COPELCO CAPITAL, INC.
EQUIPMENT SCHEDULE NO. 0-00000-0
This Equipment Schedule ("Equipment Schedule") to that certain Master Lease
Agreement Number 0-59882-M (hereinafter called the "Master Lease") between
Lessor and the Lessee whose name appears below, together with the Master Lease
constitutes a lease of the Equipment described below (hereinafter, collectively,
this "Lease"). All the terms and conditions of the Master Lease are
incorporated herein as if all said terms and conditions were fully set forth
herein shall have the meanings given such terms in the Master Lease. It is the
intend of the parties that this Equipment Schedule be separately enforceable as
a complete and independent lease, independent of all other Equipment Schedules
to the Master Lease.
LESSEE: SUPPLIER:
1ST TECH CORPORATION QUAD SYSTEMS CORPORATION
00000 XXXXXXXXXX XXXX. TWO ELECTRONIC DRIVE
AUSTIN, TEXAS 78727 XXXXXXX, XX 00000
QTY Description of Equipment
1 Quad IIc Laser Center Assembler
1 Quad IIc Demo Laser Centering Assembler
1 Quad Vu4 to Vu6 Ivc Vision Upgrade
2 Vibratory Tube Feeder Base
1 Assy Tray Carrier
6 8mm Electronic Tape Feeder (.800" wide)
2 12mm Electronic Tap Feeder (1.00" wide)
See Addendum attached hereto and forming a part hereof.
EQUIPMENT LOCATION IF DIFFERENT THAN ABOVE:
INITIAL TERM RENTAL TOTAL NO. AND ADVANCE RENTAL PAYMENTS TO SECURITY
OF LEASE PAYMENTS AMOUNT OF EACH BE APPLIED TO DEPOSIT
PERIODICALLY RENTAL PAYMENT
36 MONTHS AS FOLLOWS DURING INITIAL
TERM OF LEASE
THE FIRST 1
MONTHLY 36 RENTAL MONTH(S) AND $0.00
PAYMENTS OF
$5,094.55 EA. THE LAST 1
MONTH(S) RENTAL
PAYMENTS TOTALING
$10,189.10
26
(ADVANCE PAYMENTS
MUST ACCOMPNY
LEASE APPLICATION)
Monthly Rent: The first payment of monthly rent is due and payable on the
Commencement Date. Subsequent payments of monthly rent are due and payable on
the first day of each succeeding month.
Chattel Paper: To the extent this Lease may be considers "chattel paper" as
defined in the Uniform Commercial Code, only Counterpart Number One of any of
the manually executed counterparts of this Equipment Schedule incorporating the
terms of the Master Leas Agreement, shall constitute the original of this Lease,
and no interest in this Lease may be created or transferred except by transfer
of possession of that counterpart.
Rental Payments: the parties agree that the Rental Payments are predicated on
the yield of like term Treasury Notes, as quoted in The Wall Street Journal of
7.14% as of November 2, 1994. Any increase in the yield of like term Treasury
Notes prior to the Commencement Date of increase the effective lease rate basis
for basis point.
EQUIPMENT SCHEDULE ACCEPTED BY:
1ST TECH CORPORATION COPELCO CAPITAL, INC.
By: /s/ XXXX X. XXXXXXXXX By: /s/ X. XXXXXXXXXXX, XX.
-------------------------------- --------------------------------
Xxxx Xxxxxxxxx, Chairman & CEO X. Xxxxxxxxxxx, Xx., Sr. VP
----------------------------------- ------------------------------------
(PRINT OR TYPE NAME & TITLE OF (PRINT OR TYPE NAME & TITLE OF ABOVE
ABOVE SIGNATURE) SIGNATURE)
EQUIPMENT SCHEDULE COUNTERPART XX. 0 XX 0
00
XXXXXXX XXXXXXX, XXX.
EQUIPMENT SCHEDULE NO. 0598821
This Equipment Schedule ("Equipment Schedule") to that certain Master Lease
Agreement Number 0-59882-M (hereinafter called the "Master Lease") between
Lessor and the Lessee whose name appears below, together with the Master Lease
constitutes a lease of the Equipment described below (hereinafter, collectively,
this "Lease"). All the terms and conditions of the Master Lease are
incorporated herein as if all said terms and conditions were fully set forth
herein shall have the meanings given such terms in the Master Lease. It is the
intend of the parties that this Equipment Schedule be separately enforceable as
a complete and independent lease, independent of all other Equipment Schedules
to the Master Lease.
LESSEE: SUPPLIER:
1ST TECH CORPORATION CONCEPTRONIC, INC.
00000 XXXXXXXXXX XXXX. 0 XXXX XXXX
XXXXXX, XXXXX 00000 XXXXXXXXXX, XX 00000
QTY DESCRIPTION OF EQUIPMENT (MODEL NO.) (SERIAL NO.)
1 CONCEPT J60A 220 V REFLOW OVEN SYSTEM J6022
INCLUDING ALL ATTACHMENTS, REPLACEMENTS, SUBSTITUTIONS,
ACCESSORIES, AND ALL PROCEEDS THEREOF.
1 HVN70 220V REFLOW OVEN SYSTEM HVN70
INCLUDING ALL ATTACHMENTS, REPLACEMENT, SUBSTITUTIONS,
ACCESSORIES, AND ALL PROCEEDS THEREOF.
EQUIPMENT LOCATION IF DIFFERENT THAN ABOVE:
INITIAL TERM OF RENTAL PAYMENTS TOTAL NO. AND ADVANCE RENTAL SECURITY DEPOSIT
LEASE PERIODICALLY AS AMOUNT OF EACH PAYMENTS TO BE
FOLLOWS RENTAL PAYMENT APPLIED TO
60 MONTHS DURING INITIAL
TERM OF LEASE
THE FIRST 1
MONTHLY 60 RENTAL MONTH(S) AND $0.00
PAYMENTS OF
$1,885.92 EA. THE LAST 1
MONTH(S) RENTAL
PAYMENTS TOTALING
$3,771.84
(ADVANCE PAYMENTS
MUST ACCOMPANY
28
LEASE APPLICATION)
Monthly Rent: The first payment of monthly rent is due and payable on the
Commencement Date. Subsequent payments of monthly rent are due and payable on
the first day of each succeeding month.
Chattel Paper: To the extent this Lease may be considers "chattel paper" as
defined in the Uniform Commercial Code, only Counterpart Number One of any of
the manually executed counterparts of this Equipment Schedule incorporating the
terms of the Master Leas Agreement, shall constitute the original of this Lease,
and no interest in this Lease may be created or transferred except by transfer
of possession of that counterpart.
Rental Payments: the parties agree that the Rental Payments are predicated on
the yield of like term Treasury Notes, as quoted in The Wall Street Journal of
7.19% as of February 23,1995. Any increase in the yield of like term Treasury
Notes prior to the Commencement Date of increase the effective lease rate basis
for basis point.
EQUIPMENT SCHEDULE ACCEPTED BY:
1ST TECH CORPORATION COPELCO CAPITAL, INC.
By: /s/ XXXXXX X. XXXXXX By: /s/ X. XXXXXXXXXXX, XX.
-------------------------------- --------------------------------
Xxxxxx X. Xxxxxx, CFO X. Xxxxxxxxxxx, Xx., Sr. VP
----------------------------------- -----------------------------------
(PRINT OR TYPE NAME & TITLE OF (PRINT OR TYPE NAME & TITLE OF ABOVE
ABOVE SIGNATURE) SIGNATURE)
29
COPELCO CAPITAL, INC.
EQUIPMENT SCHEDULE NO. 0598822
This Equipment Schedule ("Equipment Schedule") to that certain Master Lease
Agreement Number 0-59882-M (hereinafter called the "Master Lease") between
Lessor and the Lessee whose name appears below, together with the Master Lease
constitutes a lease of the Equipment described below (hereinafter, collectively,
this "Lease"). All the terms and conditions of the Master Lease are
incorporated herein as if all said terms and conditions were fully set forth
herein shall have the meanings given such terms in the Master Lease. It is the
intend of the parties that this Equipment Schedule be separately enforceable as
a complete and independent lease, independent of all other Equipment Schedules
to the Master Lease.
LESSEE: SUPPLIER:
1ST TECH CORPORATION QUAD SYSTEMS
00000 XXXXXXXXXX XXXX. XXXXX 000 2 ELECTRONIC DRIVE
AUSTIN, TEXAS 78727 XXXXXXX, XX 00000
QTY DESCRIPTION OF EQUIPMENT (MODEL NO.) (SERIAL NO.)
1 VMP-20S SEMI AUTOMATIC SCREEN PRINTER INCLUDING ALL ATTACHMENTS,
REPLACEMENTS, SUBSTITUTIONS, ACCESSORIES AND ALL PROCEEDS THEREOF.
1 QUAD QSP-2HIGH SPEED SURFACE MOUNT ASSEMBLY SYSTEMS INCLUDING ALL
ATTACHMENTS, REPLACEMENTS, SUBSTITUTIONS, ACCESSORIES AND PROCEEDS
THEREOF.
EQUIPMENT LOCATION IF DIFFERENT THAN ABOVE:
INITIAL TERM OF RENTAL PAYMENTS TOTAL NO. AND ADVANCE RENTAL SECURITY
LEASE PERIODICALLY AS AMOUNT OF EACH PAYMENTS TO BE DEPOSIT
FOLLOWS RENTAL PAYMENT APPLIED TO
60 MONTHS DURING INITIAL
TERM OF LEASE
THE 1 FIRST
MONTHLY 60 RENTAL MONTH(S) AND $0.00
PAYMENTS OF
$5,523.89 EA. THE 1 LAST
MONTH(S) RENTAL
PAYMENTS TOTALING
$11,047.78
MUST ACCOMPANY
LEASE APPLICATION)
30
Monthly Rent: The first payment of monthly rent is due and payable on the
Commencement Date. Subsequent payments of monthly rent are due and payable on
the first day of each succeeding month.
Chattel Paper: To the extent this Lease may be considers "chattel paper" as
defined in the Uniform Commercial Code, only Counterpart Number One of any of
the manually executed counterparts of this Equipment Schedule incorporating the
terms of the Master Leas Agreement, shall constitute the original of this Lease,
and no interest in this Lease may be created or transferred except by transfer
of possession of that counterpart.
Rental Payments: the parties agree that the Rental Payments are predicated on
the yield of like term Treasury Notes, as quoted in The Wall Street Journal of
7.19% as of February 23,1995. Any increase in the yield of like term Treasury
Notes prior to the Commencement Date of increase the effective lease rate basis
for basis point.
EQUIPMENT SCHEDULE ACCEPTED BY:
1ST TECH CORPORATION COPELCO CAPITAL, INC.
By: /s/ XXXXXX X. XXXXXX By: /s/ X. XXXXXXXXXXX, XX.
-------------------------------- --------------------------------
Xxxxxx X. Xxxxxx, CFO X. Xxxxxxxxxxx, Xx., Sr. VP
----------------------------------- -----------------------------------
(PRINT OR TYPE NAME & TITLE OF (PRINT OR TYPE NAME & TITLE OF ABOVE
ABOVE SIGNATURE) SIGNATURE)
31
COPELCO CAPITAL, INC.
EQUIPMENT SCHEDULE NO. 0598823
This Equipment Schedule ("Equipment Schedule") to that certain Master Lease
Agreement Number 0-59882-M (hereinafter called the "Master Lease") between
Lessor and the Lessee whose name appears below, together with the Master Lease
constitutes a lease of the Equipment described below (hereinafter, collectively,
this "Lease"). All the terms and conditions of the Master Lease are
incorporated herein as if all said terms and conditions were fully set forth
herein shall have the meanings given such terms in the Master Lease. It is the
intend of the parties that this Equipment Schedule be separately enforceable as
a complete and independent lease, independent of all other Equipment Schedules
to the Master Lease.
LESSEE: SUPPLIER:
1ST TECH CORPORATION QUAD SYSTEMS
00000 XXXXXXXXXX XXXX. XXXXX 000 2 ELECTRONIC DRIVE
AUSTIN, TEXAS 78727 XXXXXXX, XX 00000
QTY DESCRIPTION OF EQUIPMENT (MODEL NO.) (SERIAL NO.)
1 QUAD PLACEMENT MACHINE
AS WELL AS ATTACHMENTS, REPLACEMENTS, SUBSTITUTIONS AND
ACCESSORIES
EQUIPMENT LOCATION IF DIFFERENT THAN ABOVE:
INITIAL TERM OF RENTAL PAYMENTS TOTAL NO. AND ADVANCE RENTAL SECURITY Initial Lease
LEASE PERIODICALLY AS AMOUNT OF EACH PAYMENTS TO BE DEPOSIT
FOLLOWS RENTAL PAYMENT APPLIED TO 30 months
30 MONTHS DURING INITIAL
TERM OF LEASE
THE FIRST 1
MONTHLY 30 RENTAL MONTH(S) AND $0.00
PAYMENTS OF
$2,396.05 EA. THE LAST 1
MONTH(S)
RENTAL
PAYMENTS
TOTALING
$11,047.78
(ADVANCE
PAYMENTS MUST
ACCOMPANY
LEASE
32
APPLICATION)
Monthly Rent: The first payment of monthly rent is due and payable on the
Commencement Date. Subsequent payments of monthly rent are due and payable on
the first day of each succeeding month.
Chattel Paper: To the extent this Lease may be considers "chattel paper" as
defined in the Uniform Commercial Code, only Counterpart Number One of any of
the manually executed counterparts of this Equipment Schedule incorporating the
terms of the Master Leas Agreement, shall constitute the original of this Lease,
and no interest in this Lease may be created or transferred except by transfer
of possession of that counterpart.
Rental Payments: the parties agree that the Rental Payments are predicated on
the yield of like term Treasury Notes, as quoted in The Wall Street Journal of
5.70% as of October 9,1995. Any increase in the yield of like term Treasury
Notes prior to the Commencement Date of increase the effective lease rate basis
for basis point.
EQUIPMENT SCHEDULE ACCEPTED BY:
1ST TECH CORPORATION COPELCO CAPITAL, INC.
By: /s/ XXXXXX X. XXXXXX By: /s/ H. KROLKFEIFER, JR.
-------------------------------- --------------------------------
Xxxxxx X. Xxxxxx, CFO X. Xxxxxxxxxxx, Xx., Sr. VP
----------------------------------- -----------------------------------
(PRINT OR TYPE NAME & TITLE OF (PRINT OR TYPE NAME & TITLE OF ABOVE
ABOVE SIGNATURE) SIGNATURE)
33
