EXHIBIT 10.26
MASTER LEASE AGREEMENT
Dated and effective as of SEPTEMBER 2, 1997, ("Effective Date"), this MASTER
LEASE AGREEMENT ("Agreement") is entered into by and between GENERAL CAPITAL
CORPORATION, a New York corporation with offices at 00 Xxxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxxx 00000, (together with any successor or assignee, "Lessor") and the
Lessee indicated below (together with any successor or permitted assignee,
"Lessee"),
LESSEE: LEGAL NAME: INFINITE GRAPHICS INCORPORATED
TRADE NAME (IF ANY)
ADDRESS: 0000 XXXX XXXX XXXXXX
XXXXXXXXXXX, XX 00000
CONTACT AND TELEPHONE: (000) 000-0000
LEGAL ENTITY TYPE: CORPORATION
STATE OF ORGANIZATION: MN
DATE OF ESTABLISHMENT: NOVEMBER 26, 1969
LEASE TERMS AND CONDITIONS:
1. LEASING. Subject to the terms of this Agreement, Lessor agrees to
lease to Lessee and Lessee agrees to lease from Lessor the equipment
(collectively, the "Equipment" and individually a "unit of Equipment") described
in any equipment schedule (a "Schedule") signed by Lessee and approved by
Lessor. Each Schedule will incorporate all the terms of this Agreement and will
constitute a separate agreement for lease of the Equipment (each, a "Lease").
With respect to each Lease, capitalized terms not defined in this Agreement will
have the meanings stated in the applicable Schedule. Unless it purchases the
Equipment under Section 14 ("Options"), Lessee does not have any right or
interest in the Equipment except as a lessee. This Agreement is effective from
the Effective Date, and will continue until all Leases have terminated or
expired.
2. NET LEASE. EACH LEASE IS A NET LEASE. LESSEE IS UNCONDITIONALLY
OBLIGATED TO PAY MONTHLY RENT AND OTHER AMOUNTS DUE UNDER SUCH LEASE REGARDLESS
OF ANY DEFECT OR DAMAGE TO EQUIPMENT, OR LOSS OF POSSESSION, USE OR DESTRUCTION
FROM ANY CAUSE WHATSOEVER, LESSEE'S OBLIGATIONS CONTINUE UNTIL SPECIFICALLY
TERMINATED AS PROVIDED IN SUCH LEASE. LESSEE IS NOT ENTITLED TO ANY ABATEMENT,
REDUCTION, RECOUPMENT, DEFENSE, OR SET-OFF AGAINST MONTHLY RENT OR OTHER AMOUNTS
DUE TO LESSOR OR ITS ASSIGNEE, WHETHER ARISING OUT OF SUCH LEASE OR OUT OF
LESSOR'S STRICT LIABILITY OR NEGLIGENCE, FROM ANY THIRD PARTY, OR OTHERWISE.
3. PURCHASE OF EQUIPMENT. Lessor is not obligated to purchase or lease
a unit of Equipment unless before the Last Funding Date: (i) Lessor receives
from Lessee a fully signed and completed Agreement, Schedule, Purchase Order
Assignment in the form of Annex A attached to the applicable Schedule and such
other documents as Lessor may require; (ii) Lessee has irrevocably accepted the
unit of Equipment for lease from Lessor by properly signing and delivering to
Lessor a Lease Commencement Certificate in the form of Annex B attached to the
applicable Schedule; (iii) Lessor has received from Supplier clear and
unencumbered title to the Equipment; and (iv) there is no Default (Section 13).
If Lessor has accepted a Purchase Order Assignment but the Lease does not
commence, Lessor may reassign the Purchase Order and the Equipment to Lessee
without recourse or warranty and Lessee will reimburse Lessor for all expenses
incurred, plus interest at the Overdue Rate (Section 15). So long as no Default
has occurred, Lessor appoints Lessee its agent to inspect and accept the
Equipment from Supplier simultaneously with acceptance of the Equipment for
lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the
Equipment Price and Total Price by no more than fifteen percent (15%) to account
for equipment change orders or returns, invoicing errors and similar matters,
and agrees to any resulting adjustments in the TRANSACTION TERMS stated in the
applicable Schedule. Lessor will send Lessee a written notice stating the final
Equipment Price, Total Price and TRANSACTION TERMS, if different from those
stated in the applicable Schedule.
4. TERM AND RENT. (a) The Initial Term begins on the acceptance by the
Lessee of the Equipment (a "Lease Commencement Date"), and continues for the
Initial Term stated in the applicable Schedule.
The Monthly Rent accrues from the Lease Commencement Date. Monthly Rent is
payable on the same day of each month as the Lease Commencement Date. If Monthly
Rent is not paid within ten (10) days of its due date, Lessee agrees to pay a
late charge of Ten cents ($0.10) per dollar on, and in addition to, such Monthly
Rent, but not exceeding the lawful maximum, if any. Advance Rent, if any, is
applied to the first Monthly Rent due and then to the final Monthly Rents or, at
Lessor's option, to the payment of any overdue obligation of Lessee. Lessor is
not required to: (i) refund any advance Rent or Monthly Rent; (ii) refund any
Advance Rent or Monthly Rent; (iii) pay any interest on Advance Rent; or (iv)
keep Advance Rent in a separate account.
(b) Lessee agrees that the Monthly Rent and Advance Rent have
been calculated on the assumption that the effective corporate income tax rate
(exclusive of any minimum tax rate) for Lessor will be 35%. If Lessor is not
taxed at such tax rate during the initial Term because of Congressional
enactment of any law, Lessor has the right to increase the Monthly Rent and
Advance Rent and adjust the Casualty Value (Section 8) in such a manner as will
both (i) take into account that such assumption is no longer correct and (ii)
preserve Lessor's after tax economic yields and cash flows. A change in the
Monthly Rent, Advance Rent, or Casualty Value is effective on the effective date
of such law.
(c) At the end of the term of a Lease, or in the event of a
Default, until Lessee has complied with Section 6(d) ("Use, Operation, Return of
Equipment") or has purchased the Equipment pursuant to Section 14 ("Option"),
Lessee shall pay Lessor Monthly Rent, as liquidated damages for lost rentals and
not as a penalty, such payment to be computed on a daily basis (with one day's
rent being 1/30th of the Monthly Rent) until the Equipment is returned or
purchased. Lessee's obligations and all other provisions of this Lease continue
until such time.
5. TAXES. Lessee agrees to pay promptly as additional rent all license
and registration fees and all taxes (excluding taxes on Lessor's net income)
together with penalties and interest (collectively, "Taxes") assessed against
Lessor, Lessee, the applicable Lease, the Equipment, the purchase (including
purchase by Lessee), sale, ownership, delivery, leasing, possession, use,
operation or return of the Equipment or its proceeds (such additional rent,
together with Monthly Rent and Advance Rent is hereinafter collectively referred
to as "Rent"). Where permitted by applicable law, except for Type A Leases,
Lessee will report all Taxes. Lessee will reimburse Lessor on demand for any
Taxes paid by Lessor.
6. USE, OPERATION, RETURN OF EQUIPMENT. (a) Lessee agrees at its own
expense to: (i) maintain the Equipment in condition suitable for certification
by the manufacturer (if certification is available) and in any event in good
operating condition; (ii) use the Equipment solely for business purposes, in the
manner for which it was intended and in compliance with all applicable laws and
manufacturer requirements or recommendations; (iii) pay all expenses, fines, and
penalties related to the use, operation, condition or maintenance of the
Equipment; and (iv) comply with all license and copyright requirements of any
software ("Software") used in connection with the Equipment.
(b) Lessee agrees not to attach to the Equipment any
accessory, equipment or device not leased from Lessor unless it is easily
removable without damaging the Equipment. Lessee agrees to pay all costs for
parts, alteration, and additions to the Equipment (including those required by
law), all of which will become the property of Lessor. Lessee agrees not to
install any Equipment or Software, if any, inside any other personal property.
Lessor and Lessee intend that the Equipment is to remain personal property of
Lessor.
(c) Provided that there is no Default (Section 13), Lessee is
authorized on behalf of Lessor to enforce in its own name (and at its own
expense) any warranty, indemnity or right to damages related to the Equipment
which Lessor has against the Supplier.
(d) At the end of the term of a Lease, or in the event of a
Default, Lessee agrees, at its own expense and risk, (i) to pay for any repairs
required to place the Equipment in the same condition as when received by
Lessee, reasonable wear and tear excepted; (ii) without unreasonable delay, to
cause the Equipment to be disassembled, deinstalled, inspected, tested and
crated in accordance with manufacturer recommendations, if any; and (iii) to
deliver the Equipment, freight prepaid, to a carrier selected by Lessor for
shipment to a location selected by lessor.
7. DISCLAIMER. LESSEE AGREES THAT: (1) LESSOR IS NOT THE MANUFACTURER
OR SUPPLIER OF THE EQUIPMENT OR SOFTWARE (IF ANY) OR THE REPRESENTATIVE OF
EITHER; (2) LESSOR IS NOT REQUIRED TO ENFORCE ANY MANUFACTURER'S WARRANTIES ON
BEHALF OF ITSELF OR OF LESSEE; (3) LESSOR IS NOT OBLIGATED TO INSPECT THE
EQUIPMENT OR SOFTWARE; (4) LESSOR DOES NOT MAKE, AND HAS NOT MADE, ANY WARRANTY
OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE DESIGN, COMPLIANCE WITH
SPECIFICATIONS, OPERATION OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL,
EQUIPMENT OR WORKMANSHIP OR SOFTWARE; (5) LESSOR DOES NOT MAKE ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF, OR AS TO TITLE TO, OR
ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
EQUIPMENT OR SOFTWARE. LESSEE FURTHER AGREES
THAT LESSOR SHALL NOT BE LIABLE FOR ANY LIABILITY, LOSS OR DAMAGE CAUSED
DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR SOFTWARE OR BY ITS INADEQUACY OR BY
ANY EQUIPMENT OR SOFTWARE DEFECT, WHETHER OR NOT LESSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LIABILITY, LOSS OR DAMAGE. LESSOR SHALL NOT HAVE ANY
LIABILITY TO LESSEE OR ANY OTHER PERSON WITH RESPECT TO ANY OF THE FOLLOWING,
REGARDLESS OF ANY NEGLIGENCE OF LESSOR: (1) THE USE, OPERATION OR PERFORMANCE OF
THE EQUIPMENT OR SOFTWARE; (2) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR
ANTICIPATED PROFITS OR LOSS OF GOODWILL OR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND
WHICH ARE ATTRIBUTABLE TO THE EQUIPMENT OR SOFTWARE; OR (3) THE DELIVERY,
SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE EQUIPMENT OR
SOFTWARE.
8. LOSS OR DAMAGE; CASUALTY VALUE. Lessee assumes the risk of any
disappearance of or damage to any part of the Equipment from any cause
whatsoever. Within ten (10) days of learning of any condemnation or other
circumstance where the Equipment is, in Lessee's reasonable opinion, irreparably
damaged or permanently unfit for use ("Casualty") Lessee will provide Lessor
full details of the Casualty and will pay to Lessor an amount equal to (i) the
sum of all future Monthly Rents payable for the Equipment under the applicable
Lessee, with each such payment discounted to its net present value at a simple
interest rate equal to six percent (6) per annum (or if not permitted by
applicable law, the lowest permitted rate) from the due date of each such
payment to the Monthly Rent payment date immediately preceding the data of the
Casualty; plus an amount equal to the Casualty Value Percentage of the Total
Price of the Equipment ("Casualty Value"); plus (ii) any other amounts due under
the applicable Lease. Monthly Rent will continue to accrue without abatement
until Lessor receives the Casualty Value and all other amounts (including
Monthly Rent payments) then due under the applicable Lease, at which time the
Lease will terminate. At Lessor's request, Lessee agrees to sell the Equipment
on an "AS IS, WHERE IS" basis without representation or warranty, and to remit
to Lessor any sales or insurance proceeds received (less any sums paid by Lessee
as Casualty Value).
9. INSURANCE. Lessee agrees, as its own expense, to keep the Equipment
insured with companies acceptable to Lessor and to maintain primary coverage
consisting of (i) actual cash value all risk insurance on the Equipment, naming
Lessor as loss payee and (ii) single limit public liability and property damage
insurance of not less than $300,000 per occurrence (or such other amounts as
Lessor may require by notice to Lessee) naming Lessee as insured and Lessor as
additional insured. The insurance will provide for not less than thirty (30)
days notice to Lessor of material changes in or cancellation of the policy.
Premiums for all such insurance will be prepaid. Lessee will deliver evidence of
such insurance to Lessor upon request, and will promptly provide to Lessor all
information pertinent to any occurrence which may become the basis of a claim.
Lessee will not make claim adjustment with insurers except with Lessor's prior
written consent.
10. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and
warrants to Lessor that as of the date of each Lease and of each Lease
Commencement Certificate:
(a) Lessee has adequate power and capacity to enter into the Lease, any
documents relate to the purchase of the Equipment leased under such Lease and
any other documents required to be delivered in connection with this Lease
(collectively, the "Documents"); the Documents have been duly authorized,
executed and delivered by Lessee and constitute valid, legal and binding
agreements, enforceable in accordance with their terms; there are no proceedings
presently pending or threatened against Lessee which will impair its ability to
perform under the Lease; and all information supplied to Lessor is accurate and
complete.
(b) Lessee's entering into the Lease and leasing the Equipment does not
and will not: (i) violate any judgment, order, or law applicable to the Lease,
Lessee or Lessee's certificate of incorporation or by-laws (if Lessee is a
corporation) or Lessee's partnership agreement (if Lessee is a partnership); or
(ii) result in the creation of any lien, security interest or other encumbrance
upon the Equipment.
(c) All financial data of Lessee or of any consolidated group of
companies of which Lessee is a member ("Lessee Group"), delivered to Lessor have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis with prior periods and fairly present the
financial position and results from operations of Lessee, or of the Lessee
Group, as of the stated data and period(s). Since the date of the most recently
delivered financial data, there has been no material adverse change in the
financial or operating condition of Lessee or of the Lessee Group.
(d) If Lessee is a corporation or partnership, it is and will be
validly existing and in good standing under laws of the state of its
incorporation or organization; the persons signing the Lease are acting with the
full
authority of its board of directors or partners (if Lessee is a partnership) and
hold the offices indicated below their signatures, which are genuine.
11. LESSEE'S AGREEMENTS.
(a) Lessee agrees that it will keep the Equipment free and clear from
all claims, liens and encumbrances and will not assign, sublet, or grant a
security interest in the Equipment or in this Lease without Lessor's prior
written consent. If and to the extent that the Lease is deemed a security
agreement under the Uniform Commercial Code, and otherwise for precautionary
purposes only, Lessee grants Lessor a first priority security interest in its
interest in the Equipment and all Equipment leased pursuant to any Schedule.
Such security interest shall secure Lessee's obligations with respect to all
Schedules, Leases and agreements between Lessee and Lessor. Lessee will notify
Lessor in writing, with full particulars within ten (10) days after it learns of
the attachment of any lien to any Equipment and of the Equipment's location.
(b) Lessee will not relocate any unit of equipment from the Equipment
Location stated on a Schedule without the prior written approval of Lessor
(which shall not be unreasonably withheld). Lessee agrees to notify Lessor
immediately in writing of any change in Lessee's corporate or business name or
in the location of its chief executive office.
(c) If this is a Type A Lease, Lessee will not take or fail to take any
action which Lessor determines will result in the disqualification of any
Equipment for, or the recapture of, all or any portion of the accelerated cost
recovery deductions permitted by the Internal Revenue Code of 1986, as amended.
Lessee will indemnify Lessor for any loss in Lessor's after tax economic yields
and cash flows caused by Lessee's acts or failures to act.
(d) Lessor may inspect the Equipment during normal business hours. At
Lessor's request, Lessee will attach identifying labels supplied by Lessor
showing Lessor's ownership in a prominent position on each unit of Equipment.
(e) LESSOR MAY ASSIGN EACH LEASE. LESSEE WAIVES AND AGREES NOT TO
ASSERT AGAINST ANY ASSIGNEE ANY DEFENSE, SET OFF, RECOUPMENT, CLAIM OR
COUNTERCLAIM WHICH LESSEE HAS OR MAY AT ANY TIME HAVE AGAINST LESSOR FOR ANY
REASON WHATSOEVER.
(f) Within one hundred twenty (120) days of the close of each fiscal
year of Lessee, Lessee will deliver to Lessor Lessee's balance sheet and profit
and loss statement, certified by a recognized firm of certified public
accountants. Upon request, Lessee will deliver to lessor duplicate copies of
Lessee's most recent quarterly financial report.
12. INDEMNIFICATION. Lessee agrees to indemnify, defend and keep
harmless Lessor, its agents, successors and assigns, from and against any all
losses, damages, penalties, claims and action, including legal expenses, arising
out of or in connection with (i) the selection, manufacture, purchase,
acceptance or rejection of Equipment, the ownership of Equipment during the term
of a Lease, and the delivery, lease, possession, maintenance, use, condition,
return or operation of Equipment or (ii) the condition of Equipment sold or
disposed of after or as a result of use by Lessee or any permitted sublease of
Lessee.
13. DEFAULT. (a) Lessor may declare a Lease in default (a "Default")
if, with respect to such LEASE: (i) Lessor has not received Monthly Rent or any
other Rent (Section 5 and 15) within ten (10) days after its due date; or (ii)
Lessee or any guarantor violates any other term of a Lease or any term of a
guaranty and fails to correct such violation within ten (10) days after written
notice from Lessor; or (iii) Lessee violates the terms of any license or
agreement for Software; or (iv) Lessee or any guarantor becomes insolvent, is
liquidated or dissolved, stops doing business or assigns its rights or property
for the benefit of creditors; or (v) a petition is filed by or against Lessee or
any guarantor under Title 11 of the United States Code or any successor or
similar law or (vi) (for individuals) Lessee or any guarantor dies or a guardian
is appointed for Lessee's or guarantor's person; or (vii) Lessee (or any
affiliate) is in default of or fails to fulfill the terms of any other agreement
between Lessee and Lessor or any affiliate of either.
(b) At any time after a Default, Lessor may declare a default under any
other Lease or agreement between Lessee (and any affiliate) and Lessor or its
affiliate. Lessor may also enter, with or without legal process, any premises
and take possession of the Equipment. Immediately after a Default, Lessee will
pay to Lessor, as liquidated damages for loss of a bargain and not as a penalty,
an amount equal to the sum of (i) all Rents, including Monthly Rent, and other
sums (e.g. late charges, indemnification, liens) then due under each Lease; plus
(ii) the Casualty Value of the Equipment, calculated as of the Monthly Rent
payment date immediately preceding the Default; together with interest on such
sum accruing to the date of payment at the Overdue Rate (Section 15). Lessee
waives notice of intention to accelerate and notice of acceleration. After a
Default, at the request of Lessor, Lessee will return the Equipment as required
by Section 6. Lessor may, but is not required to, sell or lease the Equipment in
bulk or in individual pieces. If the Lessor intends to sell the Equipment, it
may do so in a public or private sale and is not required to give notice of such
sale. The Equipment need not be displayed at the sale. Lessor may, without
paying
rent or providing insurance, use the Equipment Location to store the Equipment
or conduct any sale. The proceeds of any sale or lease will be applied in the
following order of priorities: (1) to pay all of Lessor's expenses in taking,
removing, holding, repairing and disposing of Equipment; then (2) to pay any
late charges and interest accrued at the Overdue Rate; then (3) to pay accrued
but unpaid Monthly Rent together with any unpaid Casualty Value, Rent, interest
and all other due but unpaid sums (including any indemnification and sums due
under other Leases or agreement in default). Any remaining proceeds will
reimburse Lessee for payments which it made to reduce the amounts owed to Lessor
in the preceding sentence. Lessor will keep any excess. If the proceeds of any
sale or lease are not enough to pay the amounts owed to Lessor under this
Section, Lessee will pay the deficiency.
(c) Lessor's remedies for Default may be exercised instead of or in
addition to each other or any other legal or equitable remedies. Lessor has the
right to set-off any sums received from any source (including insurance proceeds
against Lessee's obligations under each Lease. Lessee waives its right to object
to the notice of the time or place of sale or lease and to the manner and place
of any advertising. Lessee waives any defense based on statutes of limitations
or laches in actions for damages. Lessor's waiver of any Default is not a waiver
of its rights with respect to a different or later Default.
14. OPTION. (a) LEASE TYPE A ONLY: So long as no Default has occurred,
Lessee has the option (i) to purchase all but not less than all of the Equipment
under a Lease at the end of the initial Term on an AS-IS WHERE-IS basis without
representation or warranty, for a cash purchase price equal to the Equipment's
Fair Market Value (plus any applicable sales taxes) determined as of the end of
the Initial Term; or (ii) to extend the Initial Term of a Lease at the then Fair
Market Rental of the Equipment. Lessee must give irrevocable written notice at
least sixty (60) days before the end of the Initial Term to Lessor that it will
purchase the Equipment or extend the Initial Term. If the Lease is renewed, the
Lessee's obligations (other than the amount of Monthly Rent to be paid) will
remain unchanged. "Fair Market Value" or "Fair Market Rental" means the price or
rental which a willing buyer or lessee (who is neither a lessee in possession
nor a used equipment dealer) would pay for the Equipment in an arm's length
transaction to a willing seller or lessor who is under no compulsion to sell or
lease the Equipment. In determining "Fair Market Value" or "Fair Market Rental":
(i) the Equipment is assumed to have been maintained and returned as required by
the Lease; (ii) in the case of any installed Equipment, the Equipment will be
valued on an installed basis; and (iii) cost of removal from the Equipment's
current location will not be included.
(b) LEASE TYPE B, ONLY: So long as no Default has occurred, Lessee may
purchase all but not less than all the Equipment under a Lease on an "AS IS,
WHERE IS" basis, without representation or warranty, at the end of the Initial
Term for a price equal to the Option Price (plus applicable sales tax) stated on
a Schedule. Unless the Option Price is $1.00, Lessee must give Lessor
irrevocable written notice at least thirty (30) days before the end of the
Initial Term that it will purchase the Equipment.
15. MISCELLANEOUS. (a) LEASE TYPE B ONLY: Lessee agrees that for income
tax purposes only, Lessor is treating Lessee as owner of the Equipment and that
Lessee has not received tax advice from Lessor or the Supplier. By signing this
Lease, Lessee agrees to pay a lease charge and leased charge rate. The total
lease charge is equal to (i) the Monthly Rent multiplied by the number of months
in the Initial Term, plus (ii) the Option Price, minus (iii) the Total Price.
The lease charge portion of the Monthly Rent payments may be determined by
applying to the Total Price of the Equipment the rate which will amortize such
Total Price (adjusting for any Advance Rent) down to the Option Price at a
constant rate over the Initial Term by payment of the Monthly Rent. The lease
charge rate is the constant rate referred to in the preceding sentence. If this
transaction were re-characterized as a financing, no lease charge, late charge,
or post maturity interest charge is intended to exceed the maximum amount of
time price differential or interest, as applicable, permitted to be charged or
collected by applicable law. If this transaction were re-characterized as a
financing and one or more of such charges exceed such maximum, then such charges
will be reduced to the legally permitted maximum charge and any excess charge
will be used to reduce the initial value of the Equipment or refunded.
(b) Time is of the essence of each Lease. Lessor's failure at any time
to require that Lessee strictly perform its obligations under any Lease will not
prevent Lessor from later requiring such performance. Lessee agrees, upon
Lessor's request to sign any document presented by Lessor from time to time to
protect Lessor's rights in the Equipment. LESSEE AND LESSOR EACH WAIVE ALL
RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR RELATED TO A LEASE.
Lessee also agrees to pay Lessor's attorneys' fees and out-of-pocket expenses in
protecting or enforcing its rights under a Lease. Lessee will pay attorney's
fees and costs of collection, up to the amount permitted by law. Lessor and
Lessee agree that legal fees and costs up to twenty percent (20%) of the amount
then due under this Lease are reasonable.
(c) All required notices will be considered to have been given if sent
by registered or certified mail or overnight courier service to the Lessor at
the address stated above and to the Lessee at its address stated in the Lease,
or at such other place as such addressee may have designated in writing.
(d) Each Lease constitutes the entire agreement of the parties with
respect to the lease of the Equipment and supersedes and incorporates all prior
oral or written agreements or statements. So long as there is no
Default, Lessor shall not interfere with Lessee's quiet enjoyment of Equipment.
If a provision of a Lease is declared invalid under law, the affected provision
will be considered omitted or modified to conform to applicable law. All other
provisions will remain in full force and effect.
(e) If Lessee fails to comply with any provision of a Lease, Lessor has
the right, but is not obligated, to have such provision brought into compliance.
This right is in addition to the Lessor's right to declare a Default. All
expenses incurred by Lessor in bringing about such compliance will be considered
Rent which is due to Lessor within five (5) days after the date Lessor sends to
lessee a written request for payment.
(f) All overdue payments will bear interest at the Overdue Rate, which
is the lower of twenty percent (20%) per annum or the maximum rate allowed by
law. Interest will accrue daily until payment in full is received.
(g) All of Lessor's rights (including indemnity rights) under a Lease
survive the Lease's expiration or termination, and are enforceable by Lessor,
its successors and assigns.
THIS AGREEMENT AND ANY SCHEDULE AND ANNEXES THERETO CONSTITUTE THE
ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS
AGREEMENT IS EFFECTIVE AS OF THE EFFECTIVE DATE UPON SIGNING BY BOTH LESSOR AND
LESSEE. A LEASE MAY NOT BE CHANGED EXCEPT BY WRITTEN AGREEMENT SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF THE PARTY AGAINST WHOM IT IS TO BE ENFORCED. LESSEE
IRREVOCABLY AUTHORIZES LESSOR TO PREPARE AND SIGN ON BEHALF OF LESSEE ANY
INSTRUMENT NECESSARY OR EXPEDIENT FOR FILING, RECORDING OR PERFECTING THE
INTEREST OF LESSOR IN EACH LEASE, THE RELATED EQUIPMENT AND THE PROCEEDS OF
BOTH.
LESSOR: GENERAL ELECTRIC CAPITAL LESSEE: INFINITE GRAPHICS INCORPORATED
CORPORATION
BY: /S/ Xxxx X. Xxxxx BY /S/ Xxxxxxxx X. Xxxxxxx
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Credit Manager Chief Executive Officer
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Date of Execution: 11/11/98 Date of Execution: 10/29/97
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Social Security Or Taxpayer ID No.
00-0000000
F. ADDITIONAL TERMS (IF ANY):
AMENDMENTS TO AGREEMENT:
A. ARTICLE 2A: THIS LEASE IS A "FINANCE" LEASE AS DEFINED IN ARTICLE 2A
OF THE UNIFORM COMMERCIAL CODE. LESSEE AGREES THAT IT WILL KEEP THE EQUIPMENT
FREE AND CLEAR FROM ALL CLAIMS, LIENS AND ENCUMBRANCES AND WILL NOT ASSIGN,
SUBLET OR GRANT A SECURITY INTEREST IN THE EQUIPMENT OR IN ANY LEASE WITHOUT
LESSOR'S PRIOR WRITTEN CONSENT. To the extent permitted by applicable law,
Lessee hereby waives all rights and remedies conferred upon a Lessee by Article
2A (Sections 508-522) of the Uniform Commercial Code, including but not limited
to Lessee's rights to: (i) cancel or repudiate the Lease; (ii) reject, revoke
acceptance or accept partial delivery of the Equipment or "cover"; (iii) recover
damages from Lessor for any breach of warranty or for any other reason; and (iv)
grant a security interest in any Equipment in Lessee's possession. To the extent
permitted by applicable law, Lessee also hereby waives any rights now or
hereafter conferred by statute or otherwise limit or modify any of Lessor's
rights or remedies hereunder. Any action by Lessee against Lessor for any
default under any Lease, including breach of warranty or indemnity, shall be
commenced within one (1) year after any such cause of action accrues.
B. MISCELLANEOUS: (a) Notwithstanding anything to the contrary in the
Agreement, if and to the extent that any Taxes are reported or paid by Lessor,
Lessee will reimburse Lessor on demand for any such Taxes, or at Lessor's
option, Lessee shall pay a portion of estimated Taxes along with each payment of
Monthly Rent. If Lessee fails to provide any insurance required by the
Agreement, Lessor may but is not obligated to insure its own interest in the
Equipment and Lessee agrees to pay the direct or financed cost thereof (at the
highest annual rate permitted by applicable law) and charge for costs in
connection therewith promptly upon receipt of invoices.
(b) If at Lessee's request, Lessor agrees in its sole discretion to
permit the early termination of any Lease, Lessee agrees to pay Lessor a fee to
compensate Lessor for the privilege of so doing in an amount not greater than
permitted by applicable law.
(c) By signing a Lease with a fixed Purchase Option, Lessee agrees to
pay a lease charge rate. The lease charge portion of the Monthly Rent may be
determined by applying to the Capitalized Lessor's Cost [the rate which will
amortize such Equipment Total Cost or Software Total Cost (adjusting for any
Advance Rent)] down to the amount of the Purchase Option (for Equipment) at a
constant rate over the Initial Term by payment of the Monthly Rent. The lease
charge rate is the constant rate referred to. The lease charge (interest) rate
can also be calculated using the Principal as the present value, the purchase
option amount as the future value, the rent as the payment and the term as
stated herein. If this transaction were re-characterized as a financing, no
lease charge, late charge, or post maturity interest charge is intended to
exceed the maximum amount of interest (or time price differential) permitted to
be charged or collected by applicable law. If this transaction were
re-characterized as a financing and one or more of such charges exceed such
maximum, then such charges will be reduced to the legally permitted maximum
charge and any excess charge will be used to reduce the initial value of the
Equipment or refunded.
(d) THIS AGREEMENT SHALL BE BINDING AND EFFECTIVE WHEN ACCEPTED BY
LESSOR AS ITS OFFICES IN CONNECTICUT. THIS AGREEMENT SHALL BE DEEMED TO BE MADE
IN CONNECTICUT AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
CONNECTICUT LAW. LESSEE AGREES THAT ALL LEGAL ACTIONS IN CONNECTION WITH THIS
AGREEMENT MAY, AT LESSOR'S OPTION, TAKE PLACE IN CONNECTICUT.
LESSOR: GENERAL ELECTRIC CAPITAL LESSEE: INFINITE GRAPHICS INCORPORATED
CORPORATION
BY: /S/ Xxxx X. Xxxxx BY /S/ Xxxxxxxx X. Xxxxxxx
----------------------------------- -----------------------------------
Credit Manager Chief Executive Officer
--------------------------------------- --------------------------------------
--------------------------------------- --------------------------------------
Date of Approval: 11/11/98 Date of Execution: 10/29/97
--------------------- -------------------
Social Security Or Taxpayer ID No.:
00-0000000
EXHIBIT "A"
EQUIPMENT LISTING
INFINITE GRAPHICS INCORPORATED
0000 XXXX XXXX XXXXXX
XXXXXXXXXXX, XX 00000
Maskwrite 800 Direct Write Laser Imager 610mm x 813mm (24" x 32"), for Imaging
on silver halide-coated glass and resist-coated chrome-on-glass plates. Includes
laminar flowbox, precision staging, air gauge autofocus and metrology
hardware/software.
Start-up services for MaskWrite 800/1550. Includes 12-month parts labor and
software warranty of Imager and write heads (laser warranty specified
separately), installation/checkout of Laser Imager and up to 4 hours of Imager
operator training Buyer pac.
Laser for MaskWrite 800/1550 Imager, 20mw, 532nm pumped diode ND YAG for Imaging
silver halide emulsions. Includes 12 month parts and labor warranty.
Laser for MaskWrite 800/1550 Imager, 120mw, HeCD laser for imaging on
photoresist. Includes 6-month parts and labor warranty.
Dual Optics for use with two Lasers.
10mm WRITEHEAD for MaskWrite 800/1550. Resolution: 0.125 micrometer
interchangeable with 4mm, 20mm and/or 40mm writeheads.
20mm WRITEHEAD for MaskWrite 800/1550. Resolution: 0.25 micrometer
interchangeable with 4mm, 10mm and/or 40mm writeheads.
40mm WRITEHEAD for MaskWrite 800/1550. Resolution: 0.5 micrometer
interchangeable with 4mm, 10mm and/or 40mm writeheads.
Air cooling unit for MaskWrite 1550.
Sun Ultra 1/143 Color UNIX Workstation consisting of: 64MN RAM expandable to
256MB, Internal 2.1 GB disk; 20" monitor, Internet 3-1/2" floppy disk drive,
Internet CD ROM drive; 25' ethernet (thin) cable and adapter 10base T port; SCSI
bus adapter key.
RAM.64MB add-on for new 954X (Sun Ultra I Sparc) Workstations
LESSEE: LESSOR
Infinite Graphics Incorporated General Electric Capital Corporation
By: /S/ Xxxxxxxx X. Xxxxxxx By: /S/ Xxxx X. Xxxxx
Title: CEO Title: Credit Manager
Date: 10/29/97 Date: 11/11/98
SCHEDULE NO. 001
Master Lease Agreement Effective Date: September 2, 1997
THIS SCHEDULE ("Schedule") incorporates all of the terms of the above
Master Lease Agreement ("Agreement"). This Schedule and the Agreement as it
relates to this Schedule constitutes a lease ("Lease") for the equipment
described below ("Equipment") between GENERAL ELECTRIC CAPITAL CORPORATION
("Lessor") and the Lessee indicated below. All terms used and not defined in
this Schedule have the definitions stated in the Agreement.
A. LESSEE: LEGAL NAME: Infinite Graphics Incorporated
TRADE NAME (if any):
ADDRESS: 0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
LEGAL ENTITY - Type: Corporation
State of Organization: MN
Date of Establishment: November 26, 1969
B. SUPPLIER: Gerber Systems Corporation
00 Xxxxxx Xxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
C. EQUIPMENT LOCATION:
Street Address: 0000 Xxxx Xxxx Xxxxxx
Xxxxxx: Xxxxxxxx
Xxxx, Xxxxx Zip: Xxxxxxxxxxx, XX 00000
D. DESCRIPTION OF EQUIPMENT: MaskWrite 800 Direct Write Imager
Equipment Type/Model/Serial/ID Numbers Number of Units Cost
--------------------------------------- --------------- ----
Maskwrite 800 Direct Write Imager more
fully described on Exhibit "A" attached
hereto and made a part hereof. $1,100,000.00
Equipment Price: $1,100,000.00
----------------
Sales Tax:
----------------
Freight:
----------------
Installation:
----------------
Other:
----------------
Other:
----------------
Equipment Total Cost: $1,100,000.00
----------------
E. TRANSACTION TERMS:
Lease Type (check one); _X_ A (Tax Lease, _5_ year property; all Sections other
than 14(b) and 15(a) apply).
___ B (Lease Purchase all Sections other than 4(b),
11(c) and 14(a) apply).
_X_ Monthly ___ Quarterly ___ Annual Payments Advance Rent: $110,000.00
Rent: 1 at $110,000.00 Sales Tax: $7,700.00
59 at 20,168.69
at Total Advance Rent: $117,700.00
at
at Casualty Value Percentage: 25%
Lease Type B Option Price: $
Last Funding Date: October 30, 1997
INDEX RATE ADDENDUM
This Addendum to the Master Lease Agreement dated September 2, 1997
("Master Lease Agreement") with respect to Schedule No. 001, is entered into by
Infinite Graphics Incorporated ("Lessee") and General Electric Capital
Corporation ("Lessor").
The Lessee and Lessor agree that Schedule No. 001, to the Master Lease
agreement dated September 2, 1997 is hereby amended to incorporate the following
language:
"The Lease Rate charged has been calculated, in part, using
an interest rate based on the 5 year U.S. Treasury Constant
Maturity of 6.07 ("Original Treasury Rate") as published in
THE WALL STREET JOURNAL on July 28, 1997. The rate will be
held to October 30, 1997 (Rate Expiration Date). If Lessee
does not accept the Equipment on or before the Rate
Expiration Date, the lease rate will be adjusted as follows:
If the rate of the 5 year U.S. Treasury Constant Maturity on
the Monday immediately preceding the Commencement Date of
Schedule No. 001, is the greater or lesser than the Original
Treasury Rate, Rental Payments under Schedule No. 001 will be
increased or decreased, as appropriate, by adjusting the
lease rate by approximately 0.00012 for each twenty-five (25)
basis point change from the Original Treasury Rate."
Lessee's obligation to pay and perform its obligations under the Master Lease
Agreement and Schedule No. 001, as amended herein, shall be absolute and
unconditional and shall not be subject to any offset, defense, counterclaim, or
recoupment for any reason whatsoever.
Except as amended herein, all other terms and conditions set forth in the Master
Lease Agreement and Schedule No. 001, shall remain in full force and effect.
In Witness Whereof, Lessee and Lessor have executed this Addendum as of the date
set forth below.
LESSEE: LESSOR
Infinite Graphics Incorporated General Electric Capital Corporation
By: /S/ Xxxxxxxx X. Xxxxxxx By: /S/ Xxxx X. Xxxxx
Title: CEO Title: Credit Manager
Date: 10/29/97 Date: 11/11/98
ANNEX A - PURCHASE ORDER ASSIGNMENT
Annex A to Schedule No. 001 Effective Date: September 2, 1997 ("Schedule")
Master Lease Agreement Effective Date: September 2, 1997
(Schedule and Master Lease as it relates to the Schedule are referred to as the
"Lease")
A. ASSIGNOR: LEGAL NAME: Infinite Graphics Incorporated
TRADE NAME (if any):
ADDRESS: 0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
B. SUPPLIER: NAME: Gerber Systems Corporation
ADDRESS: 00 Xxxxxx Xxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
CONTACT and TELEPHONE:
C. EQUIPMENT LOCATION:
Street Address: 0000 Xxxx Xxxx Xxxxxx
Xxxxxx: Xxxxxxxx
Xxxx, Xxxxx Zip: Xxxxxxxxxxx, XX 00000
D. DESCRIPTION OF EQUIPMENT: MaskWrite 800 Direct Write Imager
Equipment Type/Model/Serial/ID Numbers Number of Units Cost
--------------------------------------- --------------- ----
Maskwrite 800 Direct Write Imager more
fully described on Exhibit "A" attached
hereto and made a part hereof. $1,100,000.00
Equipment Price: $1,100,000.00
----------------
REVISED 11/4/97 Sales Tax:
----------------
THIS PURCHASE ORDER ASSIGNMENT IS ISSUED Freight:
----------------
CONTINGENT UPON 10% ADVANCE RENT OF Installation:
----------------
$110,000.00. 5% DUE UPON EXECUTION OF Other:
----------------
LEASE DOCUMENTS AND 5% DUE UPON DELIVERY Other:
----------------
OF EQUIPMENT. Equipment Total Cost: $1,100,000.00
----------------
Lease Term: 060
Effective Date of Assignment: , 19
----------------- --
PURCHASE AGREEMENT (Date signed by ASSIGNOR and SUPPLIER): , 19
-------------- --
Assignor assigns to General Electric Capital Corporation or its subsidiaries
("Assignee") and Assignee accepts assignment of all rights in the above Purchase
Agreement as it relates to the equipment described in the Lease ("Equipment").
The rights assigned include: (i) the right to be the purchaser and owner of the
Equipment; (ii) the right to receive all amounts due to Assignor under the
Purchase Agreement; and (iii) the right to take any action with respect to and
to enforce the Purchase Agreement and all warranty or other claims with respect
to the Equipment. Assignor agrees to remain liable to the Supplier under the
Purchase Agreement as if this Assignment had not occurred. This Assignment is
effective as of the effective date of the Schedule.
Assignor represents that: (i) the Purchase Agreement is enforceable by Assignee,
is in effect, and has not been ended, changed, or broken by Assignor or
Supplier; (ii) no other person or entity has the right to purchase the Equipment
under the Purchase Agreement; and (iii) Assignee is not required to enforce
payment of money due to Assignor under the Purchase Agreement. Assignor further
agrees that Assignee is not taking over Assignor's obligations under the
Purchase Agreement (except the obligation to pay for the Equipment once it is
accepted by Assignor under the Lease). Assignor also agrees that if a Default is
declared (Section 13 of the Lease), prior to Assignor's acceptance of the
Equipment, Assignee automatically withdraws its acceptance of this Purchase
Order Assignment, and Assignor will remain liable to Supplier to honor the
purchaser's obligations under the Purchase Agreement.
THIS PURCHASE ORDER ASSIGNMENT WHEN SIGNED BY BOTH ASSIGNOR AND ASSIGNEE IS
EFFECTIVE AS OF THE EFFECTIVE DATE OF ASSIGNMENT.
ASSIGNEE: General Electric Capital ASSIGNOR: Infinite Graphics Incorporated
Corporation
By: By: /S/ Xxxxxxxx X. Xxxxxxx
-------------------------------- ------------------------------------
Xxxxxxxx X. Xxxxxxx
----------------------------------- ----------------------------------------
(Print or Type Name) (Print or Type Name)
October 16, 1998
----------------------------------- ----------------------------------------
(Print or Type Name) (Print or Type Name)
SUPPLIER'S CONSENT
The below named Supplier consents to the Purchase Order Assignment and agrees to
be bound by its terms. Supplier further agrees to give Assignee a xxxx of sale
or invoice transferring clear title of the Equipment to Assignee when the
Equipment has been delivered to and accepted by Assignor on behalf of Assignee.
Assignee shall have three (3) days to pay for the Equipment after its
acceptance, but Supplier agrees not to retain any security interest in the
Equipment following acceptance by Assignor.
SUPPLIER: Heidelberg Instruments Mikrotechnik Gmbh
By:
----------------------------------------------
Print Name:
--------------------------------------
Title:
-------------------------------------------
Date:
--------------------------------------------
Estimated Delivery Date:
-------------------------
BUYER'S VERIFICATION REPORT AND CERTIFICATE OF ACCEPTANCE
Schedule 001 to Master Lease Agreement dated September 2, 1997
Customer/Lessee: Infinite Graphics Incorporated
Address: 0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Equipment Location: 0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Equipment Description: MaskWrite 800 Direct Write Imager
The Customer/Lessee Certifies that:
(a) All the Equipment has been delivered to and inspected by Lessee on the Lease
Commencement date specified below pursuant to the above Lease Agreement (the
"Lease");
(b) All the Equipment referenced above has been installed at the Lessee's
facility and has passed functional tests performed by a Gerber representative;
(c) Lessee irrevocably accepts the Equipment for lease under the Lease as of the
Lease Commencement Date; and
(d) No event which would allow the Lessor to declare a Default (Section 15 of
the Lease Agreement) has occurred, and all of the representations and warranties
made in the Lease are true as of the Lease Commencement Date.
Lessee:
Infinite Graphics Incorporated
By: /S/ Xxxxxxxx X. Xxxxxxx, Xx.
Xxxxxxxx X. Xxxxxxx, Xx.
---------------------------------------
(Signature Name)
X CEO
---------------------------------------
(Signature Name)
Date of Acceptance/
Lease Commencement Date: X 10-23-98
-------------------
SCHEDULE NO. 002
Master Lease Agreement Effective Date: September 2, 1997
THIS SCHEDULE ("Schedule") incorporates all of the terms of the above
Master Lease Agreement ("Agreement"). This Schedule and the Agreement as it
relates to this Schedule constitutes a lease ("Lease") for the equipment
described below ("Equipment") between General Electric Capital Corporation
("Lessor") and the Lessee indicated below. All terms used and not defined in
this Schedule have the definitions stated in the Agreement.
A. LESSEE: LEGAL NAME: Infinite Graphics Incorporated
TRADE NAME (if any):
ADDRESS: 0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
LEGAL ENTITY - Type: Corporation
State of Organization:
Date of Establishment:
B. SUPPLIER: Heidelberg Instruments Xxxxxxxxxxxx
Xxxx
Xxxxxxxxxxx0
Xxxxxxxxxx, XX 00000
C. EQUIPMENT LOCATION:
Street Address: 000 Xxxxx X
Xxxxxx:
Xxxx, Xxxxx Zip: Xxxxxxxxxx, XX 00000
D. DESCRIPTION OF EQUIPMENT:
Equipment Type/Model/Serial/ID Numbers Number of Units Cost
--------------------------------------- --------------- ----
DWL 400 System $430,000.00
Equipment Price: $430,000.00
----------------
Sales Tax:
----------------
Freight:
----------------
Installation:
----------------
Other:
----------------
Other:
----------------
Equipment Total Cost: $430,000.00
----------------
E. TRANSACTION TERMS:
Lease Type (check one); ___ A (Tax Lease, ___ year property; all Sections other
than 14(b) and 15(a) apply).
_X_ B (Lease Purchase all Sections other than 4(b),
11(c) and 14(a) apply).
Monthly Rent: $9,148.93 Advance Rent: 0.00
Sales Tax: $569.52 Sales Tax:
Total Monthly Rent: $9,718.44 Total Advance Rent: 0.00
Initial Term (# of Months): 060
Casualty Value Percentage: %
Last Funding Date: December 31, 1998
Lease Type B Option Price: 1.00
ANNEX A - PURCHASE ORDER ASSIGNMENT
Annex A to Schedule No. 002 Effective Date: October 4, 1998 ("Schedule")
Master Lease Agreement Effective Date: September 2, 1997
(Schedule and Master Lease as it relates to the Schedule are referred to as the
"Lease")
A. ASSIGNOR: LEGAL NAME: Infinite Graphics Incorporated
TRADE NAME (if any):
ADDRESS: 0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
B. SUPPLIER: NAME: Heidelberg Instruments Mikrotachnik
Gmbh
ADDRESS: Tullastrase2
Heidelberg, GE 69216
CONTACT and TELEPHONE:
C. EQUIPMENT LOCATION:
Street Address: 000 Xxxxx X
Xxxxxx:
Xxxx, Xxxxx Zip: Xxxxxxxxxx, XX 00000
D. DESCRIPTION OF EQUIPMENT:
Equipment Type/Model/Serial/ID Numbers Number of Units Cost
--------------------------------------- --------------- ----
DWL 400 System 1 $430,000.00
Equipment Price: $430,000.00
----------------
Sales Tax:
----------------
Freight:
----------------
Installation:
----------------
Other:
----------------
Other:
----------------
Equipment Total Cost: $430,000.00
----------------
Lease Term: 060
Effective Date of Assignment: 11/2 , 1998
-----------------
PURCHASE AGREEMENT (Date signed by ASSIGNOR and SUPPLIER): , 19
-------------- --
Assignor assigns to General Electric Capital Corporation or its subsidiaries
("Assignee") and Assignee accepts assignment of all rights in the above Purchase
Agreement as it relates to the equipment described in the Lease ("Equipment").
The rights assigned include: (i) the right to be the purchaser and owner of the
Equipment; (ii) the right to receive all amounts due to Assignor under the
Purchase Agreement; and (iii) the right to take any action with respect to and
to enforce the Purchase Agreement and all warranty or other claims with respect
to the Equipment. Assignor agrees to remain liable to the Supplier under the
Purchase Agreement as if this Assignment had not occurred. This Assignment is
effective as of the effective date of the Schedule.
Assignor represents that: (i) the Purchase Agreement is enforceable by Assignee,
is in effect, and has not been ended, changed, or broken by Assignor or
Supplier; (ii) no other person or entity has the right to purchase the Equipment
under the Purchase Agreement; and (iii) Assignee is not required to enforce
payment of money due to Assignor under the Purchase Agreement. Assignor further
agrees that Assignee is not taking over Assignor's obligations under the
Purchase Agreement (except the obligation to pay for
the Equipment once it is accepted by Assignor under the Lease). Assignor also
agrees that if a Default is declared (Section 13 of the Lease), prior to
Assignor's acceptance of the Equipment, Assignee automatically withdraws its
acceptance of this Purchase Order Assignment, and Assignor will remain liable to
Supplier to honor the purchaser's obligations under the Purchase Agreement.
THIS PURCHASE ORDER ASSIGNMENT WHEN SIGNED BY BOTH ASSIGNOR AND ASSIGNEE IS
EFFECTIVE AS OF THE EFFECTIVE DATE OF ASSIGNMENT.
ASSIGNEE: General Electric Capital ASSIGNOR: Infinite Graphics Incorporated
Corporation
By: /S/ Xxxxxxx Gusto By: /S/ Xxxxxxxx X. Xxxxxxx
Xxxxxxx Gusto CEO
------------------------------------- ----------------------------------------
(Print or Type Name) (Print or Type Name)
Senior Credit Manager October 16, 1998
------------------------------------- ----------------------------------------
(Print or Type Name) (Print or Type Name)
SUPPLIER'S CONSENT
The below named Supplier consents to the Purchase Order Assignment and agrees to
be bound by its terms. Supplier further agrees to give Assignee a xxxx of sale
or invoice transferring clear title of the Equipment to Assignee when the
Equipment has been delivered to and accepted by Assignor on behalf of Assignee.
Assignee shall have three (3) days to pay for the Equipment after its
acceptance, but Supplier agrees not to retain any security interest in the
Equipment following acceptance by Assignor.
SUPPLIER: Heidelberg Instruments Mikrotechnik Gmbh
By:
----------------------------------------------
Print Name:
--------------------------------------
Title:
-------------------------------------------
Date:
--------------------------------------------
Estimated Delivery Date:
-------------------------
INDEX RATE ADDENDUM
This Addendum to the Master Lease Agreement dated September 2, 1997
("Master Lease Agreement") with respect to Schedule No. 7019851-002, is entered
into by Infinite Graphics Incorporated ("Debtor") and General Electric Capital
Corporation ("Secured Party").
The Debtor and Secured Party agree that Schedule No. 7019851-002, of
Master Lease Agreement dated September 2, 1997 is hereby amended to incorporate
the following language:
"The Lease Rate charged has been calculated, in part, using
an interest rate based on the 5 year U.S. Treasury Constant
Maturity of 4.09% ("Original Treasury Rate") as published in
THE WALL STREET JOURNAL on October 5, 1998. The rate will be
held to November 5, 1998 (Rate Expiration Date). If Debtor
does not accept the Equipment on or before the Rate
Expiration Date, the lease rate will be adjusted as follows:
If the rate of the 5 year U.S. Treasury Constant Maturity on
the Monday immediately preceding the Commencement Date of
Schedule No. 7019851-002, is the greater or lesser than the
Original Treasury Rate, Rental Payments under Schedule No.
7019851-002 will be increased or decreased, as appropriate,
by adjusting the lease rate by approximately 0.00012 for each
twenty-five (25) basis point change from the Original
Treasury Rate."
In Witness Whereof, Debtor and Secured Party have executed this Addendum as of
the date set forth below.
DEBTOR: SECURED PARTY:
Infinite Graphics Incorporated General Electric Capital Corporation
By: /S/ Xxxxxxxx X. Xxxxxxx By: /S/ Signature not decipherable
Title: CEO Title: Sr. Credit Analyst
Date: October 16, 1998 Date: 12/2/98
BUYER'S VERIFICATION REPORT AND CERTIFICATE OF ACCEPTANCE
Schedule 002 to Master Lease Agreement dated September 2, 1997
Customer/Lessee: Infinite Graphics Incorporated
Address: 0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Equipment Location: 000 Xxxxx X
Xxxxxxxxxx, XX 00000
Equipment Description: DWL 400 System
The Customer/Lessee Certifies that:
(a) All the Equipment has been delivered to and inspected by Lessee on the Lease
Commencement Date specified below pursuant to the above Lease Agreement (the
"Lease");
(b) All the Equipment referenced above has been installed at the Lessee's
facility and has passed functional tests performed by a Gerber representative;
(c) Lessee irrevocably accepts the Equipment for lease under the Lease as of the
Lease Commencement Date; and
(d) No event which would allow the Lessor to declare a Default (Section 15 of
the Lease Agreement) has occurred, and all of the representations and warranties
made in the Lease are true as of the Lease Commencement Date.
Lessee:
Infinite Graphics Incorporated
By: X /S/ Xxxxxxxx X. Xxxxxxx, Xx.
---------------------------------------
X Xxxxxxxx X. Xxxxxxx, Xx.
---------------------------------------
(Signature Name)
X CEO
---------------------------------------
(Signature Name)
Date of Acceptance/
Lease Commencement Date: X 12-1-98
--------------------
