Exhibit 10.33
PNC LEASING CORP PNCBANK
MASTER LEASE AGREEMENT LEASE NO. 931
This Master Lease Agreement ("Lease") is made this 11th day of OCTOBER, 1996, by
and between PNC LEASING CORP (the "Lessor"), a subsidiary of PNC Bank, National
Association (the "Bank"), with an address at Two PNC Plaza, 13th Floor, 000
Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, and XXXXXXXXX FOODS VENTURE,
L.P. (the "Lessee") with its address at 000 XXXXX XXXXXX XXXXXX, XXXXXXXXXX,
XXXX 00000.
1. LEASE AGREEMENT. Lessor hereby leases to Lessee, and Lessee hereby rents
from Lessor, all the machinery, equipment and other personal property
(individually an "Item of Equipment" and collectively the "Equipment") described
in Schedules of Leased Equipment which are or may from time to time hereafter be
executed by Lessor and Lessee and attached hereto or incorporated herein by
reference ("Schedules") upon the terms and conditions set forth in this Lease.
When used herein the term "Equipment" shall be deemed to refer to the Equipment
described in a specific Schedule, unless the context clearly indicates
otherwise. The invalidation, fulfillment, waiver, termination, or other
disposition of any rights or obligations of either the Lessee or Lessor, or both
of them, arising from the execution of this Lease in conjunction with any
Schedule shall not affect the status of the rights and/or obligations with
either or both of the parties arising from the execution of this Lease in
conjunction with any other Schedule, so long as the Lessee has not defaulted
under the terms and conditions of this Lease or any Schedule. In the event of
any such default by Lessee, Lessor may declare this Lease and any Schedule to be
in default hereunder and the Lessor may proceed with its remedies against the
Lessee in accordance with paragraph 23 herein, with respect to any particular
Schedule or all Schedules. An executed counterpart of this Lease (including any
Schedules, supplements, amendments, addenda or riders thereto) or a photocopy
thereof, together with an executed original of any numbered Schedule marked
"Lessor", shall be the original "lease" for the Equipment described in such
Schedule and together they shall constitute a separate and enforceable lease.
All other executed counterparts of such numbered Schedule shall be marked and
considered a "Duplicate". To the extent this Lease constitutes chattel paper,
as that term is defined in the Uniform Commercial Code as adopted and in effect
in the Commonwealth of Pennsylvania ("UCC"), no security interest in the Lease
may be created through the transfer of possession of any counterpart other than
the Lessor copy of the numbered Schedule.
2. TERM. The obligations of the parties under this Lease commence upon the
written acceptance hereof by Lessor and shall end upon full performance and
observance of each and every term, condition and covenant set forth in this
Lease and any extensions hereof. The rental term for Equipment listed in each
Schedule shall commence on the date indicated on such Schedule and shall
terminate on the last day of the term in such Schedule. Any interim rental term
shall also be set forth in any such Schedule as appropriate.
3. RENT. The rent, including interim rental payments, for the Equipment
described in each Schedule shall be the amount stated in such Schedule. RENT IS
AN ABSOLUTE OBLIGATION OF LESSEE DUE UPON THE INCEPTION OF EACH BASE OR INTERIM
RENTAL TERM AND PAYABLE AS SPECIFIED IN EACH APPLICABLE SCHEDULE IRRESPECTIVE OF
ANY CLAIMS, DEMANDS, SET-OFFS, ACTIONS, SUITS OR PROCEEDINGS THAT LESSEE MAY
HAVE OR ASSERT AGAINST LESSOR OR ANY VENDOR OF EQUIPMENT. Rent and interim rent
shall be payable to Lessor at X.X. Xxx 000000, Xxxxxxxxxx, XX 00000-0000, or at
such other place as Lessor or its assigns may designate in writing to Lessee
from time to time.
4. DELINQUENT RENT PENALTY. Each rent or interim rent installment or other
amount due hereunder not paid when due shall bear interest from such due date
until paid at the highest contractual rate enforceable against Lessee under
applicable law but never at a rate higher than five percent (5%) of the amount
due. Such delinquent interest shall be payable upon demand. Interest shall
accrue at said rate whether or not judgment hereon has been entered.
5. DELIVERY AND INSTALLATION. Lessee will select the type, quantity and
supplier of the Equipment, and in reliance thereon, the Equipment will then be
ordered by Lessor from such supplier, or Lessor may at its option elect to
accept from Lessee an assignment of any existing purchase order. Lessor shall
not be liable for loss or damage occasioned by any cause, circumstance or event
of whatsoever nature, including, but not limited to, failure of or delay in
delivery, delivery to wrong location, delivery of improper equipment or property
other than the Equipment, defects in or damage to the Equipment, governmental
regulations, strikes, embargoes or other causes, circumstances or events whether
of a like or unlike nature. In the event that the cost of any Item the
Equipment differs from the price set forth in the purchase order therefor, the
monthly rental shall be changed accordingly to fully reflect any such
difference.
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6. WARRANTY OF LESSEE'S QUIET POSSESSION. Lessor warrants and covenants that
so long as Lessee faithfully performs this Lease, Lessee, subject to the
disclaimer of warranties set forth immediately below, may quietly possess and
use the Equipment without interference by the Lessor, or by any party claiming
by or through the Lessor.
7. DISCLAIMER OF WARRANTIES. THE LESSEE ACKNOWLEDGES AND AGREES THAT (i)
THE EQUIPMENT AND EACH PART THEREOF IS OF A SIZE, DESIGN, CAPACITY, AND
MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE LESSEE, (ii) THE LESSEE IS
SATISFIED THAT THE EQUIPMENT AND EACH PART THEREOF IS SUITABLE FOR ITS
RESPECTIVE PURPOSE, (iii) THE LESSOR IS NOT A MERCHANT, MANUFACTURER OR A
DEALER IN PROPERTY OF SUCH KIND, (iv) THE EQUIPMENT AND EACH PART THEREOF IS
LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS
NOW IN EFFECT OR HEREAFTER ADOPTED AND IN THE STATE AND CONDITION WHEN THE
SAME FIRST BECAME SUBJECT TO THIS LEASE, WITHOUT REPRESENTATION OR WARRANTY
OF ANY KIND BY THE LESSOR, AND (v) THE LESSOR LEASES THE EQUIPMENT, AS IS,
WITHOUT WARRANTY OR REPRESENTATION EITHER EXPRESS OR IMPLIED, AS TO (A) THE
CONDITION, FITNESS, DESIGN, QUALITY, CAPACITY, WORKMANSHIP, OPERATION, AND
MERCHANTABILITY OF THE EQUIPMENT, (B) THE LESSOR'S TITLE THERETO, OR (C) ANY
OTHER MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISKS, AS AMONG THE
LESSOR AND THE LESSEE, ARE TO BE BORNE BY THE LESSEE, AND THE BENEFITS OF ANY
AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF LESSOR ARE HEREBY WAIVED BY
LESSEE. Lessor is not responsible or liable for any direct, indirect,
incidental, or consequential damage to, or loss resulting from, the
installation, operation, or use of the Equipment or any product manufactured
thereby. The Lessee's recourse for breach of any representation or warranty
of the vendor or supplier is limited to such vendor or supplier. Lessee will
be subrogated to Lessor's claims, if any, against the manufacturer or
supplier of the Equipment for breach of any warranty or representation and,
upon written request from Lessee, Lessor shall take all reasonable action
requested by Lessee to enforce any such warranty, express or implied, issued
on or applicable to any of the Equipment, which is enforceable by Lessor in
its own name, provided, however, that (a) Lessee is not in default under this
Lease and (b) Lessor shall not be obligated to resort to litigation to
enforce any such warranty unless Lessee shall pay all expenses in connection
therewith. NOTWITHSTANDING THE FOREGOING, LESSEE'S OBLIGATIONS TO PAY THE
RENTALS OR OTHERWISE UNDER THIS LEASE SHALL BE AND ARE ABSOLUTE AND
UNCONDITIONAL. All proceeds of any such warranty recovery from the
manufacturer or supplier of the Equipment shall first be used to repair the
affected Equipment.
8. NATURE OF EQUIPMENT. The Equipment shall remain personal property,
notwithstanding the manner in which it may be affixed to any real property.
Lessee shall obtain and cause to be recorded, where appropriate, at its own
expense, from each landlord, owner, mortgagee or any person having an
encumbrance or lien upon the real property where the Equipment is located, a
waiver of any lien, encumbrance or interest which such person might have or
hereafter obtain or claim with respect to the Equipment. Lessee, at its
expense, will protect and defend Lessor's title to the Equipment and will
otherwise take all action required to keep the Equipment free and clear of all
claims, levies, liens and encumbrances. Lessor assumes no liability and makes
no representation as to the treatment by Lessee of this Lease, the Equipment, or
the rental payments for financial accounting or tax purposes.
9. LESSOR'S RIGHT OF INSPECTION. Lessor, or its authorized agents, shall have
the right during normal business hours to enter upon the premises where the
Equipment is located (to the extent Lessee can permit) for the purpose of
inspection. Provided no Event of Default has occurred and is continuing, Lessor
shall provide Lessee prior notice of such inspection.
10. USE OF EQUIPMENT. Lessee represents that it is leasing the Equipment for a
business or commercial purpose and not for personal, family or household use.
Lessee must use the Equipment in a careful and proper manner in conformity with
(i) all statutes and regulations of each governmental authority having
jurisdiction over the Lessee and/or the Equipment and its use, and (ii) all
policies of insurance relating to the Equipment and/or its use. In addition,
Lessee shall not (i) use the Equipment in any manner that would impair the
applicability of manufacturer's warranties or render the Equipment unfit for its
originally intended use; nor (ii) permit anyone other than authorized and
competent personnel to operate the Equipment.
11. ALTERATIONS. Without the prior written consent of Lessor, Lessee shall
make no alterations, modifications or attachments to the Equipment which impair
the economic value, economic and useful life, or functional utility of the
Equipment. All alterations, modifications and attachments of whatsoever kind or
nature made to the Equipment must be removed without damaging the functional
capabilities or economic value of the affected Equipment upon the termination of
the Lease. Under no circumstances shall any such alteration, modification or
attachment be encumbered by Lessee or result in the creation of a mechanic's or
materialman's lien, excepting as may arise by operation of law pending payment
within ordinary business terms.
12. MAINTENANCE AND REPAIRS. At its expense Lessee shall maintain, operate,
repair and make all modifications to the Equipment in a manner consistent with
Lessee's general practice and in accordance with good industry practice,
manufacturer's
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warranty requirements and specifications and Lessee's established operation,
maintenance and repair programs, without discrimination as to leased
equipment, so as to keep the Equipment in good working order, and so as to
comply with all applicable laws or applicable governmental actions and so as
not to incur liability (whether or not there is a lack of compliance) under
any environmental law or otherwise account for any release of, or exposure
to, any hazardous material. Lessor shall not be required to maintain, repair
or replace the Equipment or part thereto and Lessee hereby waives the right,
however arising, to (i) require Lessor to maintain, repair or replace any of
the Equipment or part thereto, or (ii) make repairs at the expense of the
Lessor pursuant to any applicable law at any time in effect. Lessor may
review Lessee's established operating procedures and maintenance records to
assure compliance with this section. Upon installation, title to replacement
parts shall pass to Lessor, and be deemed part of the Equipment.
13. RISK OF LOSS, DAMAGE AND THEFT.
(a) All risk of loss, damage, theft or destruction, partial or complete,
to the Equipment incurred or occasioned by any cause, circumstance or event of
whatever nature will be borne by Lessee from and after delivery of the Equipment
to a carrier FOB point of origin, whether the terms of shipment require or
authorize the Equipment to be shipped by carrier, to be delivered to Lessee's
place or places of business, or provide that Lessee accept possession of or
title to the Equipment at any other location. Lessee shall promptly notify
Lessor of any theft of or loss or damage to the Equipment.
(b) Neither total nor partial loss of use or possession of the Equipment
shall xxxxx the rent.
(c) The Equipment shall be deemed subjected to total loss (i) if it has
disappeared regardless of the reason for disappearance or (ii) if it has
sustained physical damage and the estimated cost of repair exceeds 75% of its
fair market value on the date of damage. Lessee's duty to pay rent for the
Equipment subjected to total loss shall be discharged by paying to Lessor, on
demand, all accrued but unpaid rent for such Equipment as of the date of
disappearance or damage, plus the greater of: (i) Lessor's book value of the
Equipment, which shall be deemed to be the Equipment's cost as set forth in the
applicable Schedule minus straight-line depreciation based on recognized
physical life prorated to the date of disappearance or damage, or (ii) the fair
market value of the Equipment as of the date of disappearance or damage. The
amount of applicable insurance proceeds, if any, actually received by Lessor
shall be subtracted from the amount for which Lessee is liable under this
paragraph 13.
(d) Lessee shall cause the Equipment subjected to partial loss to be
restored to original capability. Lessor shall, upon receiving satisfactory
evidence of restoration, promptly pay to Lessee, or such other party as Lessee
shall direct, the proceeds of any insurance or compensation received by Lessor,
by reason of such partial loss.
(e) Lessor shall not be obligated to undertake the collection of any claim
against any person for either total or partial loss of the Equipment. After
Lessee discharges its obligations to Lessor under either paragraph 13(c) or
13(d) above, Lessee may, for Lessee's own account, proceed to recover from third
parties and shall be entitled to retain any amount recovered. Lessor shall
supply Lessee with any necessary assignment of claim.
14. INDEMNIFICATION
(a) NON-TAX LIABILITY. Lessee assumes liability for, and hereby agrees to
indemnify, protect and hold harmless, Lessor, its agents, servants, employees,
officers, successors and assigns (an "Indemnified Party") from and against any
and all liabilities, obligations, losses, damages, injuries, claims, demands,
penalties, actions, environmental hazards, incidence or risks, costs and
expenses, including reasonable attorney's fees, of whatsoever kind and nature,
arising out of (i) the manufacture, installation, use, condition (including, but
not limited to, latent and other defects and whether or not discoverable by
Lessee or Lessor), operation, ownership, selection, delivery, leasing, removal
or return of the Equipment, regardless of where, how and by whom operated, or
(ii) any failure on the part of Lessee to perform or comply with any covenant or
condition of this Lease.
(b) DIRECT TAX COSTS. Lessee agrees to indemnify, protect, and hold
harmless each Indemnified Party, from and against any and all taxes, license
fees, assessments and other governmental charges, fees, fines or penalties of
whatsoever kind or character and by whomsoever payable, which are levied,
assessed, imposed or incurred during the lease term, (i) on or relating to the
Equipment, including any tax on the sale, ownership, use, leasing, shipment,
transportation, delivery or operation thereof, (ii) on the exercise of any
option, election or performance of any obligation by the Lessee hereunder, (iii)
of the kind generally referred to in items (i) and (ii) above which may remain
unpaid as of the date of delivery of the Equipment to the Lessee irrespective of
when the same may have been levied, assessed, imposed or incurred, and (iv) by
reason of all gross receipts and like taxes on or measured by rents payable
hereunder levied by any state or local taxing authority having jurisdiction
where the Equipment is located. The Lessee agrees to comply with all state and
local laws requiring the filing of ad valorem tax returns relating to the
Equipment. Any statements for such taxes received by the Lessor shall be
promptly forwarded to the Lessee. This subparagraph shall not be deemed to
obligate the Lessee to pay (i) any taxes, fees, assessments and charges which
may have been included in the Lessor's cost of the Equipment as set forth in
Schedule(s) hereto, or (ii) any income or like taxes against the Lessor on or
measured by the net income from the rents payable hereunder. The Lessee shall
not be obligated to pay any amount under this subparagraph so long as it shall,
at its expense and in good faith and by appropriate proceedings, contest the
validity or the amount thereof unless such contest would adversely affect the
title of the Lessor to the Equipment or would subject the Equipment to
forfeiture or sale. The Lessee agrees to indemnify each Indemnified Party
against any loss, claim, demand and expense including legal expense resulting
from such nonpayment or contest.
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(c) INDEMNITY PAYMENT. The amount payable pursuant to subparagraphs 14(a)
and 14(b) shall be payable upon demand of the Lessor accompanied by a statement
describing in reasonable detail such loss, liability, injury, claim, expense or
tax and setting forth the computation of the amount so payable.
(d) SURVIVAL. The indemnities and assumptions of liabilities and
obligations provided for in this paragraph 14 shall continue in full force and
effect notwithstanding the expiration or other termination of this Lease.
15. LESSEE'S ASSIGNMENT. Without the prior written consent of the Lessor,
Lessee shall not assign, bail, sublease, hypothecate, transfer or dispose of the
Equipment or any interest in this Lease nor impair the Lessor's title to the
Equipment. Lessee shall not assign this Lease, nor shall this Lease or any
rights under this Lease or in the Equipment inure to the benefit of any trustee
in bankruptcy, receiver, creditor, or other successor of Lessee whether by
operation of law or otherwise.
16. LESSOR'S ASSIGNMENT. All rights of Lessor hereunder, in the rent and in
the Equipment may be assigned, pledged, mortgaged, transferred, or otherwise
disposed of, either in whole or in part, without notice to Lessee. No such
assignee shall be obligated to perform any duty, covenant, or condition required
to be performed by Lessor under the terms of this Lease unless such assignee
expressly assumes such obligations. Lessor shall remain liable to Lessee
hereunder to perform such duty, covenant, and condition unless such assignee
expressly assumes Lessor's obligations, in which event Lessee hereby releases
Lessor from such obligations. Such assignee shall have all rights, powers and
remedies given to Lessor by this Lease, and shall be named as lender loss payee
or co-insured under all policies of insurance maintained pursuant to paragraph
17 hereof. If Lessor assigns this Lease or the monies due or to become due
hereunder or any other interest herein, Lessee agrees not to assert against
Lessor's assignee any defense, set-off, recoupment, claim or counterclaim which
Lessee may have against Lessor, whether arising under this Lease or any other
transaction between Lessor and Lessee. Subject to paragraph 15 hereof and this
paragraph 16, this Lease inures to the benefit of, and is binding upon, the
heirs, legatees, personal representatives, successors and assigns of the parties
hereto.
17. INSURANCE. Lessee will at its own expense insure the Equipment in
compliance with the terms and conditions of the Schedule, in form and in an
amount satisfactory to Lessor with insurance carriers approved by Lessor. The
proceeds of any insurance claim due to the theft or loss of or damage to the
Equipment shall be applied as provided in paragraph 13 hereof. In addition to
the compliance with the terms and conditions of the Schedule and the other
terms and conditions of this paragraph 17, the Lessee shall comply with the
following conditions:
(a) Lessee, prior to the inception of the term, shall deliver to Lessor
all required policies of insurance or, in the alternative, other proper evidence
of insurance, which shall be sufficiently detailed to advise Lessor of all types
of coverage and inclusions;
(b) Lessee shall cause each insurer to agree by endorsement to the
policies that each insurer will give at minimum thirty (30) days' written notice
to Lessor before any policy will be altered or cancelled for any reason,
including, without limitation, failure of the Lessee to pay premiums;
(c) All coverage must be in effect upon delivery, or when Lessee assumes
the risk of loss, whichever is earlier, and will provide coverage without
geographic limitation;
(d) All policies must provide that the Lessor is an additional insured for
all aspects of general liability insurance, and is lender loss payee for all
aspects of insurance relating to the theft or loss of or damage to the
Equipment;
(e) Lessee will furnish renewal policies or renewal evidence of insurance
listing Lessor as an additional insured and lender loss payee, as required by
this Lease, no later than thirty (30) days prior to the expiration of any
insurance required hereby.
18. ADDITIONAL DOCUMENTS. If Lessor shall so request, Lessee shall execute and
deliver to Lessor such documents, including UCC financing and continuation
statements, as Lessor shall deem necessary or desirable for purposes of
continuing this Lease or recording or filing to protect the interest of Lessor
in the Equipment. Any such filing or recording shall not be deemed evidence of
any intent to create a security interest. All filing fees and expenses shall
be borne by the Lessee.
19. FURNISHING FINANCIAL INFORMATION. During the term of this Lease and any
extension or renewals hereof, Lessee will furnish to Lessor:
(a) Within 30 days after the end of each of the first three quarterly
periods of Lessee's fiscal year, a balance sheet, statement of cash flows and a
statement of income of Lessee as of the close of such quarterly period from the
beginning of the fiscal year to the date of such statement, prepared in
accordance with generally accepted accounting principles, consistently applied,
and in such reasonable detail as Lessor may request, certified as true, complete
and correct by an authorized officer of the Lessee.
(b) As soon as practicable, but in any event within 90 days after the end
of each fiscal year, a copy of its annual audit certified without qualification
by a certified public accountant selected by Lessee and satisfactory to Lessor.
(c) In a timely manner such financial statements, reports and other
information as the Lessee shall send from time to time to its stockholders
and/or file with the Securities and Exchange Commission and/or other materials
which Lessor shall reasonably request.
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20. INCORPORATION OF COVENANTS BY REFERENCE. Any and all affirmative, negative
and financial covenants which may be set forth in any credit agreement, loan
agreement, promissory note, guaranty or other agreement, instrument or document
entered into between Lessee (or any of its affiliates) as borrower and any
affiliate of Lessor, as lender (the "Loan Documents"), are hereby incorporated
herein by this reference as if set forth herein at length, as any of the
foregoing may be amended or supplemented from time to time (the "Incorporated
Provisions"). Any amendments, modifications, waivers or other changes in the
terms of any of the Incorporated Provisions shall automatically constitute an
amendment to this Lease without any need for further action or documentation.
If any Loan Document terminates or otherwise ceases to be in full force and
effect (a "Termination"), all of the Incorporated Provisions of such Loan
Document shall survive the Termination and shall continue in full force and
effect as a part of this Lease. At any time after a Termination, Lessee shall
promptly upon Lessor's request execute and deliver to Lessor an amendment to
this Lease, which amendment will expressly incorporate into this Lease all or
any number of the Incorporated Provisions of the terminated Loan Document as
Lessor in its sole discretion shall select, as such Incorporated Provisions are
in effect immediately prior to the date of Termination.
21. PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR. If Lessee fails to
promptly perform any of its obligations under this Lease, Lessor may perform the
same for the account of Lessee without waiving Lessee's failure as a default.
All sums paid or expense or liability incurred by Lessor in such performance
(including reasonable legal fees) together with interest thereon at the highest
contract rate enforceable against Lessee, but never at a higher rate than
fifteen percent (15%) per annum simple interest, shall be payable by the Lessee
upon demand as additional rent.
22. EVENTS OF DEFAULT. Any of the following events or conditions shall
constitute an event of default ("Event of Default") hereunder and entitle the
Lessor, at its option, to avail itself of the remedies more fully set forth in
paragraph 23 hereof:
(a) Non-payment by Lessee of any rent or other amount provided for in this
Lease;
(b) Failure of the Lessee to perform any of the non-monetary covenants,
obligations, terms or conditions of this Lease;
(c) Death or judicial declaration of incompetency of Lessee, if an
individual, or death or judicial declaration of incompetency of an individual
partner, if Lessee is a partnership;
(d) The Lessee shall commence a voluntary case or other proceeding seeking
liquidation, reorganization, or other relief with respect to itself or its debts
under any bankruptcy, insolvency, or other similar law now or hereafter in
effect, or seeking the appointment of a trustee, receiver, liquidator,
custodian, or other similar official of it or any substantial part of its
property, or shall consent to any such relief or to the appointment of or the
taking possession by any official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of its
creditors, or shall fail to pay its debts as they become due, or shall take any
corporate action authorizing any of the foregoing;
(e) An involuntary case or other proceeding should be commenced against
Lessee seeking liquidation, reorganization, or other relief with respect to it
or its debts under any bankruptcy, insolvency, or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian, or other similar official of it or any substantial part
of its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of thirty (30) days;
(f) A final judgment for the payment of money in excess of $25,000 is
rendered against the Lessee, or any attachment proceedings is instituted with
respect to any significant portion of the Lessee's assets or property, and the
same shall remain undischarged for a period of thirty (30) days during which
execution shall not be effectively stayed;
(g) The Lessee, or any guarantor of the Lease, or any affiliate of the
Lessee, shall default in the payment of principal and/or interest when due
(whether by acceleration or otherwise) or shall default in the performance of
any obligation or indebtedness owed to the Bank or to any subsidiary or
affiliate of the Bank, which obligation shall remain in default for lack of
performance or which indebtedness shall remain unpaid and unsatisfied following
the conclusion of any applicable grace period in respect to such obligation or
indebtedness;
(h) Any event described in subparagraphs 22(c) through 22(g) hereof shall
occur with respect to any guarantor or any other party liable for payment or
performance of this Lease;
(i) Any certificate, statement, representation, warranty or financial
statement heretofore or hereafter furnished pursuant to or in connection with
this Lease by or on behalf of Lessee or any guarantor or other party liable for
payment or performance of this Lease is false in any material respect at the
time as of which the facts therein set forth were stated or certified, or omits
any substantial contingent or unliquidated liability or claim against Lessee or
any such guarantor or other party, or, upon the date of execution of this
document or any Schedule, there shall have been any materially adverse change in
any of the facts disclosed by any such certificate, statement, representation or
warranty, which shall not have been disclosed in writing to Lessor at or prior
to the time of execution of this document or such Schedule;
(j) An event of default shall have occurred under any other lease
agreement wherein Lessor is, at the time of such default, the "lessor" and
Lessee is the "lessee".
23. REMEDIES. Upon the happening of any Event of Default hereunder, the rights
and duties of the parties shall be as set forth in this paragraph. Lessor may
elect, in its sole discretion, to do one or more of the following upon the
occurrence of an Event of Default, and at any time thereafter:
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(a) Upon written notice to the Lessee terminate this Lease as to any or
all of the Schedules then in effect;
(b) Demand that Lessee return the Equipment to the Lessor whereupon Lessee
shall promptly deliver the Equipment to Lessor at that place or those places
designated by Lessor. If Lessee does not so deliver the Equipment, Lessee shall
make the Equipment available for retaking and authorizes Lessor, its employees
and agents to enter the premises of the Lessee and any other premises (insofar
as Lessee can permit) for the purpose of retaking. In the event of retaking,
Lessee expressly waives all rights to possession and all claims for injuries to
persons or property suffered through or loss caused by retaking. Any
repossession accomplished under this paragraph 23(b) shall not release Lessee
from liability for damages of Lessor sustained by reason of Lessee's default
hereunder.
(c) Lessor may revoke Lessee's privilege of paying rent in installments
causing acceleration of all remaining rents through the remaining term of the
Lease, and, upon Lessor's demand, as liquidated damages, and not as a penalty,
the Lessee shall promptly pay to the Lessor the aggregate of (i) all rent
accrued and unpaid prior to the date of such Event of Default, (ii) all future
rent due through the end of the basic term or through the end of the current
renewal term, as the case may be, (iii) all costs and expenses incurred by
Lessor in the repossession, recovery, storage, repair, inspection, appraisal,
refurbishing, sale, release or other disposition of the Equipment, (iv)
reasonable attorney's fees and costs, including any fees or costs incurred by
Lessor in defending any action relating to this Lease or participating in any
bankruptcy or insolvency proceeding to which Lessee is a party, or otherwise
incurred due to Lessee's default, (v) the estimated residual value of the
Equipment as of the end of the current term of the Lease, and (vi) any claim for
indemnity, if any, in favor of Lessor hereunder. In the event that any court
having jurisdiction shall determine that in calculating damages hereunder as a
result of a default by Lessee that sums payable in the future under the Lease
must be discounted to present value, the discount rate to be applied in such
case shall equal the discount rate of the Federal Reserve Bank of Cleveland then
in effect on the earlier of the date of entry of judgement on such claim or the
date of payment of such sum by Lessee.
(d) In its sole discretion, Lessor may sell or release the Equipment or
any part thereof, at public auction or by private sale or lease at such time or
times and upon such terms as Lessor may determine, free and clear of any rights
of Lessee and, if notice thereof is required by law, any notice in writing of
such sale or lease by Lessor to Lessee given not less than ten (10) days prior
to the date thereof shall constitute reasonable notice thereof to Lessee. All
proceeds of the sale or releasing, or both, less (i) all expenses incurred in
retaking the Equipment, making necessary repairs to the Equipment and enforcing
this Lease, (ii) all damages that Lessor shall have sustained by reason of
Lessee's default, and (iii) reasonable attorney's fees and expenses shall be
credited against Lessee's liability hereunder as and when received by Lessor.
Sums in excess of Lessee's liability shall belong to Lessor. The Lessee shall
be liable for any deficiency.
(e) The provisions of this paragraph 23 shall not prejudice Lessor's right
to recover or prove damages for unpaid rent accrued prior to default, or bar an
action for a deficiency as herein provided, and the bringing of an action with
an entry of judgment against Lessee shall not bar the Lessor's right to
repossess any or all of the Equipment.
(f) Lessor's remedies shall be available to Lessor's successors and
assigns, shall be in addition to all other remedies provided to it under the UCC
(specifically, the remedies set forth in 13 Pa. C.S. Sections 2A523(a), (b) and
(c) or by any other applicable law, and may be exercised concurrently or
consecutively. LESSEE WAIVES ANY AND ALL RIGHTS TO NOTICE AND TO JUDICIAL
HEARING WITH RESPECT TO THE REPOSSESSION OF THE EQUIPMENT BY LESSOR IN THE EVENT
OF A DEFAULT HEREUNDER BY LESSEE. LESSEE HEREBY WAIVES ANY RIGHT TO DEMAND A
JURY TRIAL WITH RESPECT TO ANY ACTION OR PROCEEDING INSTITUTED BY THE LESSOR OR
THE LESSEE IN CONNECTION WITH THIS LEASE.
(g) No express or implied waiver by Lessor of any default(s) by Lessee
shall constitute a waiver of any other default(s) by Lessee or waiver of any of
Lessor's rights.
24. LESSEE REPRESENTATIONS AND WARRANTIES. In order to induce Lessor to enter
into this Lease and to lease the Equipment to Lessee, Lessee represents and
warrants, as of the date hereof, and as of the date of execution of each
Schedule hereunder, that:
(a) The Lessee is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its incorporation with
corporate power and authority to conduct its business as such business is
presently being conducted, to own or hold property under lease and to enter into
and perform its obligations under this Lease. The Lessee is duly qualified to
do business and is in good standing as a foreign corporation in all states where
its failure to so qualify would have a material adverse effect on its ability to
perform its obligations under this Lease.
(b) The execution, delivery, and performance by the Lessee of this Lease
and all related instruments and the consummation by the Lessee of the
transactions contemplated hereby: (i) have been duly authorized by all necessary
corporate action on the part of the Lessee, (ii) do not require any stockholder
approval or the consent of any trustee or holder of any indebtedness or
obligation of the Lessee (or, if so required, such approval or consent has been
obtained), (iii) do not and will not result in any material violation of any
term of any agreement, instrument, judgment, decree, franchise, permit, order,
law, statute, rule, or governmental regulation presently applicable to it, (iv)
is not in conflict with and does not constitute a default under any of the terms
or provisions of, or subject the leased Equipment or any part thereof to any
lien of, any indenture, mortgage, lease,
Page 6 of 8
contract, or other agreement or instrument (other than this Lease) to which the
Lessee is a party or by which it or its property is bound or affected, and (v)
does not and will not contravene Lessee's articles of incorporation and by-laws.
(c) The execution, delivery, and performance by the Lessee of this Lease
and all related instruments and documents does not require any consent,
authorization, or approval of, any filing of or registration with, or other
action in respect to any federal, state, governmental authority or agency, or,
if so required, the same have been obtained.
(d) This Lease and all related instruments and documents have been duly
executed and delivered by the Lessee, and assuming the due authorization,
execution, and delivery by the other party thereto, constitute legal, valid, and
binding agreements of the Lessee enforceable against the Lessee in accordance
with their terms.
(e) There are no pending actions or proceedings to which Lessee is a
party, and there are no other pending or threatened actions or proceedings of
which Lessee has knowledge, before any court, arbitrator, or administrative
agency, which either individually or in the aggregate, would materially
adversely affect the financial condition of Lessee, or the ability of Lessee to
perform its obligation hereunder. Further, Lessee is not in default under any
material obligations for the payment of borrowed money, for the deferred
purchase price of property or for the payment of any rent which, either
individually or in the aggregate, would have the same such effect.
(f) Under the laws of the state(s) in which the Equipment is to be
located, the Equipment consists solely of personal property.
(g) The financial statements of Lessee (copies of which have been
furnished to Lessor) have been prepared in accordance with generally accepted
accounting principles consistently applied, and accurately and completely
present Lessee's financial condition and the results of its operation as of the
date of and for the period covered by such statements, and since the date of
such statements there has been no material adverse change in such conditions or
operations.
(h) The address stated on page one of this Lease is the chief place of
business and chief executive office of Lessee; and the Lessee does not conduct
business under a trade, assumed, or fictitious name.
25. FINANCE LEASE.
(a) ACKNOWLEDGMENT. The Lease is intended as a "Finance Lease" as that
term is defined in Section 2A103 of the UCC. Lessee acknowledges that Lessor
has not selected, manufactured or supplied the Equipment; that Lessor has
acquired the Equipment at the direction of the Lessee and solely for the purpose
of leasing the Equipment to the Lessee; and that (i) Lessee has selected the
supplier or vendor of the Equipment, (ii) as provided in paragraph 7, Lessee is
entitled to directly enforce against the supplier or vendor of the Equipment,
any and all warranties and promises made to the Lessor by the supplier or
vendor, and (iii) Lessee may communicate directly with the vendor or supplier to
obtain a complete and accurate statement of all such warranties or promises,
including any disclaimers or limitations thereof.
(b) WAIVER OF CERTAIN OF LESSEE'S REMEDIES. In recognition that this is a
Finance Lease and that the Lessor has not sold, selected or delivered the
Equipment to the Lessee and has made no warranties or representations in respect
thereto, to the extent permitted by applicable law, Lessee, for itself and for
its successors and assigns, hereby waives any and all rights or remedies
afforded a lessee by Sections 2A503 through 2A522 inclusive, of the UCC,
including, without limitation, Lessee's right to (i) cancel, terminate or
repudiate this Lease or any Schedules hereto; (ii) reject or revoke acceptance
of the Equipment; (iii) recover damages from Lessor for any breach of warranty
or representation in respect to the Equipment; (iv) assert any security interest
in the Equipment in Lessee's possession or control; (v) deduct, recoup or offset
of any claimed damages due to Lessor's default; (vi) accept partial delivery of
the Equipment or to "cover" by purchasing or leasing replacement equipment;
(vii) recover any general, incidental or consequential damages (including
without limitation, expenses and commissions in connection with the inspection,
receipt, caring for, storing, repair or disposal of any Equipment; or (viii)
assert a claim by way of replevin, detinue, sequestration, claim, delivery, or
the like, for any Equipment.
26. GOVERNING LAW AND CONSENT OF JURISDICTION. This Lease has been delivered
and accepted in the Commonwealth of Pennsylvania. The laws and decisions of
said Commonwealth (including, without limitation, as to the statute of
limitations) will govern and control the construction, enforceability, validity
and interpretation of this Lease, and of all agreements, instruments and
documents, heretofore, now or hereafter executed by Lessee and delivered to
Lessor pertaining or relating to this Lease or the transactions contemplated
herein. The parties agree that any action or proceeding arising out of or
relating to this Lease may be commenced in the Court of Common Pleas of
Allegheny County, Pennsylvania, or in the United States District Court for the
Western District of Pennsylvania and Lessee agrees that, in addition to any
other manner of service prescribed by law or rule of court, a summons and
complaint commencing an action or proceeding in either such Court shall be
properly served upon Lessee and shall confer personal jurisdiction if served
personally or by United States registered mail, return receipt requested, to the
Lessee at the address indicated on the first page of the Lease.
27. CONFLICT OF PROVISIONS. In the event of any conflict of provisions between
any Schedule and this document or between any Schedule and any other document,
the provisions of the Schedule shall control.
Page 7 of 8
28. AMENDMENTS AND WAIVERS. This document, the Schedule(s), the Addendum(s)
and the Acceptance(s) executed by Lessor and Lessee constitute the entire
agreement between Lessor and Lessee with respect to the Equipment and the
subject matter of this Lease. No term or provision of this Lease may be
changed, waived, amended or terminated except by a written agreement signed by
both Lessor and Lessee, except that Lessor may insert on the appropriate
Schedule the serial numbers of the Equipment after delivery thereof. No express
or implied waiver by Lessor of any Event of Default hereunder shall in any way
be, or be construed to be, a waiver of any future and/or subsequent Event of
Default whether similar in kind or otherwise.
29. NOTICES. Except as otherwise provided in paragraph 26 above, service of
all notices under this Lease shall be sufficient if given personally, sent via
facsimile with confirmation of receipt, sent via overnight courier, or sent
certified mail, return receipt requested, to the party involved at its
respective address set forth in the most recent Schedule relating hereto, or at
such address as such party may otherwise provide in writing from time to time.
Any such notice mailed to such address shall be effective when deposited in the
United States mail, duly addressed with first-class postage prepaid.
30. MISCELLANEOUS.
(a) Whenever the context of this Lease requires, the neuter gender
includes the masculine and feminine, and the singular number includes the
plural. Whenever the word Lessor is used herein, it shall include all assignees
of Lessor. If there is more than one Lessee named in this Lease, the liability
of each shall be joint and several.
(b) The titles to the paragraphs of this Lease are solely for the
convenience of the parties, shall not be deemed to constitute a part hereof, and
are not an aid in the interpretation of the documents.
(c) Time is of the essence in the performance of this Lease and each and
all of its provisions.
(d) If any provisions of this Lease is held invalid or unenforceable, the
remaining provisions will not be affected thereby, and to this end, the
provisions of this Lease are declared severable.
(e) As used herein "Lessee," if there be more than one, shall mean all
Lessees, or each of them, and in such case they are jointly and severally bound.
31. SECURITY INTEREST. If the Lease is deemed at any time to be a lease
intended as security, Lessee hereby grants to the Lessor a security interest in
the Equipment to secure all sums due hereunder, as well as any other obligations
or sums due by Lessee to Lessor, whether now existing or hereafter contracted
for or hereafter arising.
WITNESS the due execution hereof with the intent to be legally bound.
ATTEST/WITNESS:
XXXXXXXXX FOODS VENTURE, L.P. - LESSEE
by: G/W FOODS, INC., ITS GENERAL PARTNER
By: /s/ Xxxxxxxx X. Xxxxx By: /s/ X. Xxxxxxxxx
------------------------ -----------------------------
Title: Financial Mgr. Title: President
ACCEPTED AT PITTSBURGH, PENNSYLVANIA BY:
PNC LEASING CORP - LESSOR
By: /s/ Xxxxx X. Xxxxxx
------------------------------
Title: Lease Officer
Page 8 of 8
PNC LEASING CORP PNCBANK
PROGRESS PAYMENT ADDENDUM
This Progress Payment Addendum ("Addendum") by and between PNC Leasing
Corp ("Lessor") and XXXXXXXXX FOODS VENTURE, L.P. ("Lessee") is made to that
certain Master Lease Agreement No. 931 dated October 11, 1996 ("Lease") between
Lessor and Lessee.
PRELIMINARY STATEMENT. Lessor and Lessee have entered into the Lease
pursuant to which the Lessor shall purchase certain machinery and equipment (the
"Equipment") at the request of the Lessee and lease such Equipment to Lessee
under the terms and conditions set forth in the Lease. As a condition to the
Lease, upon the commencement of the base lease term, Lessee is required to
execute and deliver to the Lessor a Lessee Acceptance Certificate by which the
Lessee shall acknowledge the receipt and unconditional acceptance of the
Equipment and confirm that the Lessee unconditionally agrees to be bound to pay
to the Lessor the full rent as set forth in the Lease and in each Schedule of
Leased Equipment that is attached to and made a part of the Lease. However,
prior to Lessee's delivery of the final acceptance certificate and the
commencement of the base lease term, Lessee has requested that Lessor make
certain progress payments to the vendor or supplier of the Equipment (the
"Vendor") (or to reimburse the Lessee for progress payments paid to the Vendor
by the Lessee), as called for under the terms of existing invoices, purchase
orders or purchase agreements (true and complete copies of which have been
delivered to the Lessor) between the Lessee and the Vendor ("Purchase Orders").
The Lessor has agreed to advance the progress payments to the Vendor, or
reimburse the Lessee, upon the terms hereafter set forth:
1. PAYMENT OF INSTALLMENT PURCHASE PRICE OF THE EQUIPMENT BY THE LESSOR.
Lessor shall pay to the Vendor, or reimburse the Lessee, the purchase price of
the Equipment in accordance with a schedule of payments agreed to between Lessee
and Vendor or as set forth in the Purchase Orders, which purchase price shall
not exceed $300,000 in the aggregate. From time to time, Lessee shall provide
written confirmation to Lessor as Lessor may request, approving payments as
called for, as well as confirming the receipt of the Equipment by the Lessee as
it is delivered to the Lessee by the Vendor. All risk of loss or destruction of
the Equipment shall be the sole responsibility of the Lessee. All payments made
by Lessor to the Vendor or to the Lessee hereunder shall bear interest from the
date advanced at an annual interest rate equal to PNC Bank, National
Association's Prime Rate plus 1%, and the accrued interest shall become due and
payable monthly by Lessee from the date of the first advance of funds to the
basic term commencement date of the Lease.
2. REIMBURSEMENT OF LESSOR BY LESSEE UNDER CERTAIN CONDITIONS. In the
event that an event of default shall occur under the Lease, or if the Lessee has
not given its final acceptance of the Equipment and the base term of the Lease
commenced by DECEMBER 31, 1996, then upon demand by Lessor, Lessee shall repay
to the Lessor in full all amounts theretofore paid by the Lessor to the Vendor
and/or the Lessee in payment of the purchase price of the Equipment together
with interest on all overdue sums calculated at an annual rate of interest equal
to 2.00% over the fully floating "Prime" rate of interest of PNC Bank, National
Association, in effect from time to time. Upon the receipt of such payment,
Lessor shall assign to the Lessee all of Lessor's right, title and interest in
the Equipment, any open Purchase Orders and in all claims against the Vendor,
all without representation or warranty.
3. MISCELLANEOUS. Any capitalized terms as used in this Addendum which
are not defined herein, shall have the meanings set forth in the Lease.
IN WITNESS WHEREOF, this Addendum is executed this 11th day of OCTOBER, 1996.
LESSOR: PNC LEASING CORP LESSEE: XXXXXXXXX FOODS VENTURE, L.P.
By: G/W FOODS, INC.,
ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------- -----------------------------
Title: Lease Officer Title: President
PNC LEASING CORP PNCBANK
RESOLUTIONS FOR EXTENSIONS OF CREDIT
AND INCUMBENCY CERTIFICATE
(CORPORATION)
The undersigned certifies as follows to PNC Leasing Corp ("Lessor"):
1. NAME OF CORPORATION: G/W FOODS, INC. ("CORPORATION")
2. ADDRESS: 000 X. Xxxxxx Xx., Xxxxxxxxxx, XX 00000
3. TAXPAYER I.D. NUMBER: 00-0000000
4. ADOPTION OF RESOLUTIONS: The Corporation is a corporation formed under the
laws of Texas; the undersigned is the duly elected and qualified Secretary or
Assistant Secretary of the Corporation and the following is a true copy of
resolutions adopted by the Board of Directors of the Corporation pursuant to a
notice and its articles or certificate of incorporation and its regulations or
by-laws, and at which a quorum was present, or adopted without a meeting by the
written approval of all of the directors of the Corporation, which adoption
occurred on November 1, 1996.
5. RESOLUTIONS:
5.1 LEASES AND EXTENSIONS OF CREDIT. Resolved that any one of the
following:
NAME TITLE ACTUAL SIGNATURE
---- ----- ----------------
Xxxxxx X. Xxxxxxxxx President /s/ Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxx CEO /s/ Xxxxx X. Xxxxxx
are hereby authorized: (i) to effect leases, advances, extensions of credit
and renewals at any time for the Corporation from the Lessor; (ii) to sign
and deliver any leases, schedules, agreements, instruments, documents, or
evidence of indebtedness of the Corporation (any of which may contain a
warrant of attorney authorizing the Lessor to confess judgment against the
Corporation for all sums due or to become due by the Corporation to the
Lessor); (iii) to sign and deliver any amendments, modifications,
renewals, or supplements to any of the foregoing documents, (iv) to sign
and deliver any instruments or documents on behalf of the Corporation
guaranteeing, endorsing or securing the payments of any debts or
obligations of any person, firm or corporation to the Lessor; (v) to
pledge, assign, transfer, mortgage, grant a security interest in or
otherwise hypothecate to the Lessor any stock, securities, commercial
paper, warehouse receipts and other documents of title, bills, accounts
receivable, contract rights, inventory, equipment, real property, and any
other investments or property of the Corporation real or personal, tangible
or intangible, as security for the payment of any and all indebtedness and
other obligations of the Corporation to the Lessor of every kind and
description, direct or indirect, absolute and contingent, joint and
several, whether as drawer, maker, endorser, guarantor, surety or
otherwise, and to execute on behalf of the Corporation mortgages, pledges,
security agreements, financing statements and other instruments or
documents in connection therewith.
/ / IF THE PRECEDING BOX IS CHECKED, THE CORPORATION ADOPTS THESE
RESOLUTIONS FOR THE SOLE PURPOSE OF AUTHORIZING THE PERSONS NAMED ABOVE TO
TAKE THE ACTIONS DESCRIBED ABOVE ON BEHALF OF THE CORPORATION IN ITS
CAPACITY AS A CORPORATE GENERAL PARTNER OF XXXXXXXXX FOODS VENTURE, L.P., A
LIMITED PARTNERSHIP ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS.
5.2 TELEPHONIC AND FACSIMILE REQUESTS. Resolved, that the Lessor is
authorized to take any action authorized hereunder based upon: (i) the
telephonic request of any person purporting to be a person authorized to
act hereunder, (ii) the signature of any person authorized to act hereunder
that is delivered to the Lessor by facsimile transmission, or (iii) the
telex originated by any such persons, tested in accordance with such
testing procedures as may be established between the Corporation and the
Lessor from time to time.
5.3 GENERAL. Resolved, that a certified copy of these resolutions be
delivered to the Lessor and that they and the authority vested in the
persons specified herein will remain in full force and effect until a
certified copy of a resolution of the Lessee revoking or modifying these
resolutions and such authority has been filed with the Lessor.
6. INCUMBENCY: Each of the above-named persons holds the office, title or
status with the Corporation specified above and that following each person's
name, his or her actual signature appears.
7. ORGANIZATIONAL DOCUMENTS: If the undersigned has attached any Exhibits
hereto, such documents include a true, complete and correct copy of the articles
or certificate of incorporation, the by-laws or regulations, or other
organizational document, with all amendments thereto as in effect on the date
hereof. The foregoing Resolutions now stand of record on the books of the
Corporation, are in full force and effect and have not been modified or revoked
in any manner whatsoever.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned
have hereunto set their hands and seals this 1st day of NOVEMBER, 1996.
G/W FOODS, INC.
(Name of Corporation)
By: /s/ Xxxxxxx X. Xxxxxxxx (SEAL)
----------------------------------
Print Name: Xxxxxxx X. Xxxxxxxx, Secretary
Title: Secretary/Assistant Secretary
PNC LEASING CORP PNCBANK
Pittsburgh, Pennsylvania
SCHEDULE OF LEASED EQUIPMENT Schedule Number: 00931-001
(First Amendment Tax Lease) Master Lease Agreement No.: 931
Master Lease Agreement Date: October 11, 1996
LESSEE: XXXXXXXXX FOODS VENTURE, L.P. SUPPLIER: Various please refer
000 Xxxxx Xxxxxx xx Xxxxxxxxxx
Xxxxxxxxxx, XX 00000 to Schedule attached
hereto and made a
part hereof.
1. SCHEDULE. This Schedule of Lease Equipment ("Schedule") is hereby made a
part of the Lease referenced above between the undersigned Lessor and the
undersigned Lessee. All terms and conditions of said Lease are
incorporated herein by reference.
2. EQUIPMENT. The Equipment which is subject to the Lease is described on the
supplement attached hereto and incorporated herein ("Supplement"), and
includes all cash and non-cash proceeds and products (including without
limitation insurance proceeds) of the Equipment, and all additions and
accessions thereto, substitutions therefor and replacements thereto.
3. TITLE OF EQUIPMENT. At Lessee's request, Lessor has purchased the
Equipment as a buyer in the ordinary course of business for value. Title
to the Equipment leased hereunder shall remain with the Lessor at all
times. Lessee shall have no right, title or interest in or to the
Equipment except as expressly set forth in the Lease.
4. EQUIPMENT LOCATION: The Equipment shall be located at the address stated
in Supplement and shall not be removed without Lessor's prior written
consent.
5. INTERIM RENTAL TERM. The interim rental term of the Lease as respects the
Equipment described herein shall commence on the date of Lessor's first
advance of funds for the purchase of the Equipment and shall terminate on
the day before the commencement of the base lease term.
6. INTERIM RENT. Interim rent shall be calculated at the Bank's Prime Rate of
interest plus one percent (1%) on the amount funded by Lessor from time to
time, for the number of days outstanding from each funding date until the
lease commencement date ("Interim Rent"), plus applicable taxes, if any.
Interim Rent shall be due and payable monthly during the interim rental
term, upon receipt by Lessee of Lessor's invoice therefor.
7. LEASE TERM. The base term of the Lease as respects the Equipment is set
forth in the Supplement.
8. RENT. The Lessee agrees to pay basic rent for the Equipment in the amount
and on the dates set forth in Supplement, plus applicable taxes, if any.
9. DEPRECIATION RECOVERY PERIOD. For purposes of Section 168(e)(3) and 168(c)
of the Code (as defined hereafter), the Equipment constitutes five (5) year
recovery property.
10. TAX INDEMNIFICATION.
(a) TAX ASSUMPTIONS. This Lease has been entered into on the basis that
Lessor is entitled to such federal, state and local income tax deductions,
credits and other benefits (the "Tax Benefits") as are provided to an owner
of property including, without limitation: (A) the Recovery Deductions (as
defined herein); and (B) the interest deduction under the Internal Revenue
Code of 1986, as amended (the "Code") in the full amount of any interest
paid or accrued by Lessor, using Lessor's method of tax accounting, for any
indebtedness incurred by Lessor in financing its purchase of the Equipment
(the "Interest Deductions").
(b) TAX REPRESENTATIONS. Lessee represents and warrants to Lessor (the
"Tax Representations") that: (A) for purposes of Sections 168(e)(3) and
168(c) of the Code, each Item of Equipment constitutes an asset described
in the "property class" and "applicable recovery period" as designated
herein in paragraph 9; (B) the Lessor shall be entitled to claim federal,
state and local depreciation deductions (the "Recovery Deductions") which
are based upon, and will fully recover, the total cost of each Item of
Equipment, including, for federal income tax purposes, modified accelerated
cost recovery system
Page 1 of 4
deductions computed pursuant to Code Section 168(b)(1)(A) and (B) and
168(e)(3) based upon 100% of Lessor's original cost of each Item of
Equipment; (C) each Item of Equipment is not "limited use property" within
the meaning of Revenue Procedure 76-30 (1976-2 Cum. Bull. 647), and no
improvements, changes, additions, or alterations made by or at the request
of Lessee will cause such Item of Equipment to be "limited use property";
(D) this Lease, including any and all Schedules, constitutes a "true lease"
for federal, state and local income tax purposes and Lessor will be the
"true owner" of each Item of Equipment entitled to claim the Recovery
Deductions and other Tax Benefits anticipated by Lessor hereunder; (E) each
item of Equipment is reasonably estimated to have an economic useful life
of at least 125% of the initial term of the Lease and have an economic
value of at least 20% of Lessor's original cost of the Item of Equipment at
the expiration of the lease term; (F) each Item of Equipment does not and
will not require any improvements, modifications, alterations or additions
in order to render it complete for its intended use by Lessee; (G) Lessor
will not realize any taxable income as a result of any improvements,
modifications, alterations or additions to the Equipment or any Item of
Equipment made by anyone other than Lessor; (H) all amounts includable in
the gross income of Lessor with respect to each Item of Equipment and all
deductions allowable to Lessor with respect to each Item of Equipment will
be treated as derived from, or allocable to, sources within the United
States; and (I) Lessee will maintain sufficient records to verify such use
which records will be furnished to Lessor within 30 days after receipt of a
demand therefor.
TAX INDEMNITY. If for any reason whatsoever, including, without
limitation, the falsehood or inaccuracy of any Tax Representation
(excluding only a failure of Lessor to claim properly or timely the
Recovery Deductions or Interest Deductions for the appropriate year, or the
failure of Lessor to have sufficient taxable income to benefit from the
Recovery Deductions or Interest Deductions): (A) Lessor shall lose, shall
not have or shall lose the right to claim or there shall be disallowed,
eliminated, reduced, or recaptured with respect to Lessor, for federal,
state or local income tax purposes, all or any portion of the Tax Benefits
with respect to an Item of Equipment; or (B) the Lessor's anticipated net
after-tax economic and accounting yields and periodic net after-tax cash
flows over the term of the applicable Schedule (based upon the same
assumptions used by Lessor in originally evaluating the Lease and
applicable Schedule at the commencement of the term of the applicable
Schedule) (the Lessor's "Anticipated Economics") is adversely affected due
to (i) any income or deductions with respect to any Item of Equipment being
treated as derived from, or allocable to, sources without the United
States, or (ii) enactments of new income tax legislation or amendments and
other changes to the Code or any other state or local income tax law,
including the promulgation of regulations and judicial or administrative
rulings with respect thereto; or (C) the Lessor shall be required to include
any amount in its taxable income as a result of any improvements,
modifications, alterations or additions to any Item of Equipment made by
anyone other than Lessor (an occurrence of an event under (A), (B) and/or
(C) being referred to individually or collectively as a "Loss"); then, at
the option of the Lessor, (x) the rent over the remainder of the term of
the applicable Schedule shall, on and after the next succeeding rent payment
date, after written notice to Lessee by Lessor that a Loss has occurred, be
increased by such amount which, in the sole opinion of Lessor, after
deduction of all taxes owed by Lessor to any governmental or taxing
authority as a result of such increase in rent, will cause Lessor's actual
net after-tax economic and accounting yields and periodic net after-tax
cash flows over the term of the applicable Schedule (the Lessor's "Actual
Economics") to equal the Lessor's Anticipated Economics that would have
been available if such Loss had not occurred, and Lessee shall forthwith
pay to Lessor, on demand, an amount which, after deduction of all taxes
owed by Lessor to any governmental or taxing authority as a result of the
receipt of such amount, shall be equal to the amount of any penalties,
interest or additions to tax which may be assessed by any governmental or
taxing authority against Lessor attributable to the Loss, or (y) after
written notice to Lessee by Lessor that a Loss has occurred, Lessee shall
pay to Lessor, upon demand, in a lump sum, an amount which, after deduction
of all taxes owed to any governmental or taxing authority by Lessor as a
result of the receipt of such lump sum payment, will cause Lessor's Actual
Economics to be equal to the Lessor's Anticipated Economics that would have
been available if such Loss had not occurred plus an amount which, after
deduction of all taxes owed by Lessor to any governmental or taxing
authority as a result of the receipt of such amount, shall be equal to the
amount of any penalties, interest, or additions to tax which may be assessed
by any governmental or taxing authority against Lessor attributable to the
Loss.
(d) CALCULATIONS. All calculations of Lessor's Actual Economics with
respect to a Loss shall be determined on the basis of the assumption that
Lessor will be subject to federal, state and local corporate income tax
rates at the maximum statutory rate. Any written notice that any Loss has
occurred pursuant to this paragraph 10 shall be accompanied by a written
statement from Lessor describing in reasonable detail such Loss and the
computation of the amounts payable, either in a lump sum or revised rent
payments as set forth above, which computation shall be binding and
conclusive upon Lessee, absent manifest error.
(e) INTEREST. Upon failure to pay any indemnification amount when due, by
demand or otherwise, such unpaid obligation shall bear interest at a per
annum rate equal to the prime rate of interest as announced, from time to
time, by the Bank.
Page 2 of 4
(f) CONSOLIDATED RETURN. As used in this paragraph 10, the term "Lessor"
shall include any successor or assign of Lessor and any member of an
affiliated group of which lessor is, or may become, a member if
consolidated, joint or combined returns are filed for such affiliated group
for federal, state or local income tax purposes.
(g) SURVIVAL. The indemnities and assumptions of liabilities and
obligations provided for in this paragraph 10 shall continue in full force
and effect notwithstanding the expiration or other termination of this
Lease.
11. END OF TERM OPTIONS.
(a) Provided that no Event of Default will have occurred and is
continuing, on the expiration of the base lease term, at its option, Lessee
may purchase all of the Lessor's right, title and interest in and to all,
but not less than all of the Equipment described in this Schedule. On the
last day of the base lease term, the Lessee shall pay to the Lessor an
amount equal to the greater of (i) the fair market value of the Equipment
determined in accordance with the provisions of paragraph 11(b), or (ii)
the percent of the Equipment Cost stated in the Supplement hereto. In
order to exercise its option, Lessee shall notify Lessor in writing of its
intention to exercise such options at least 180 days prior to the
expiration of the base lease term. Lessee will deliver to the Lessor, on
or before the expiration of the base lease term, an appraisal of the
Equipment as described in subparagraph 11(b), together with the payment of
the purchase price in immediately available funds. Thereupon, the Lessor
shall convey the Equipment to the Lessee on an as-is, where-is basis
without representation or warranty whatsoever, except that the Equipment
shall be conveyed free and clear of any liens or encumbrances created due
to or through the acts or omissions of the Lessor.
(b) As used in paragraph 11(a), "fair market value" of the Equipment shall
be the value of the Equipment as of the last day of the base term of the
Lease, as determined by an independent appraiser selected by the Lessee and
retained at Lessee's expense. The report of the appraiser shall be in
writing and delivered to the Lessor on or before the expiration of the base
lease term.
(c) In the event that the Lease does not purchase the Equipment in
accordance with paragraph 11(a) above, then (i) Lessee shall continue to
pay rent for the remainder of the base lease term in the amount set forth
in the Supplement hereto, and (ii) this Schedule shall automatically be
extended for an additional term (the "Renewal Term") as stated in the
Supplement hereto, without further action on the part of the Lessor or the
Lessee. At the expiration of the Renewal Term and conditioned that no
Event of Default shall have occurred and be continuing, the Lessee may
either (i) purchase the Equipment at the fair market value as of the last
day of the Renewal Term as determined in accordance with paragraph 13
herein, or (ii) return the Equipment to the Lessor in accordance with
paragraph 12 herein.
12. RETURN OF EQUIPMENT. Lessee shall give Lessor written notice a minimum of
six (6) months prior to the expiration of this Lease of its intent to
return the Equipment. Upon the expiration or earlier termination of this
Lease, Lessee shall return each Item of Equipment, freight and insurance
prepaid, to Lessor (or Lessor's nominee) at a location designated by
Lessor. If requested by Lessor, Lessee will provide 180 days free storage
at the Equipment's location at the expiration of the term. During the
storage period, Lessee shall maintain the Equipment in operating condition
for the purpose of on-site inspections by prospective buyers and shall keep
the Equipment insured in accordance with paragraph 17 of the Lease. The
Equipment and all parts thereto shall be free and clear of all liens (other
than Lessor liens), and shall be free of all advertising or insignia and
residual materials, cleaned, painted, complete with no missing components
or attachments, and fully operational and able to perform its described
task effectively, without repair or overhaul, within the original
tolerances and specifications set by the manufacturer. Any and all costs
of dismantling, packing, and removing of the Equipment shall also be paid
by Lessee. If the Equipment is returned in a condition other than that
described, Lessor may commission an independent appraiser, licensed
professional engineer, or manufacturer technical representative, obtained
by Lessor at Lessee's cost and expense, to determine the extent of costs to
return the Equipment to the condition required herein. Lessee shall
promptly advance payment for all necessary repairs. Lessee's obligations
to pay for repairs shall be reduced by any proceeds of insurance which
Lessor has received due to the damage to the Equipment. If Lessee fails to
provide timely notice of return or fails to return the Equipment at the end
of the base lease term or any renewal thereof to the designated location,
and does not exercise the renewal or purchase options provided for herein
(if any), then this Lease, at Lessor's option, will be deemed extended on a
month-to-month basis for a minimum renewal term of three (3) months, with
rent due on the first of each month at the rate applicable during the base
lease or renewal term just ended.
13. FAIR MARKET VALUE AND ESTIMATED USEFUL LIFE. In all circumstances, except
where Lessee has elected to purchase the Equipment pursuant to paragraph
11(a), fair market value, fair market rental value and estimated useful
life of the Equipment shall be determined by an appraiser of recognized
standing selected by mutual agreement of the Lessor and Lessee. The
appraiser shall determine the fair market value of the Equipment on its in
place value without reduction or consideration of the cost of dismantling,
preparation for shipping or transportation of the Equipment. The
Page 3 of 4
appraiser's decision shall be binding on the parties. If the Lessor and
Lessee are not able to agree on an appraiser, then each party shall select
an appraiser, and the two appraisers shall select a third appraiser. The
two appraisals which are closest in dollar amount and/or estimated life, as
the case may be, shall be averaged to determine the fair market value or
rental or the estimated useful life, as the case may be, which
determination shall be binding upon the parties. If Lessee has given
Lessor notice of Lessee's intentions to exercise its purchase or renewal
option, and the parties have obtained an appraisal of the Equipment as
provided for herein, Lessee shall be bound by the appraisal and shall
purchase the Equipment, or renew the Lease, as the case may be, at the
value determined by the appraisal. If Lessee fails or refuses to
cooperate in the appointment of an appraiser, the value determined by the
appraiser chosen by the Lessor shall be final and binding. The cost of the
appraisal(s) shall be borne by the Lessee.
14. MARKING OF EQUIPMENT. At Lessor's request, Lessee shall xxxx the Equipment
in a distinct and conspicuous manner with the name of the Lessor followed
by the words "Owner and Lessor" or other appropriate words designated by
Lessor. Lessee shall not alter, deface or remove any of Lessor's ownership
identification plates or markings on the Equipment and, upon Lessor's
request, Lessee shall affix or re-affix such identification.
15. INSURANCE. In addition to the requirements contained in paragraph 17 of
the Lease, the following insurance requirements shall apply:
LIABILITY COVERAGE:
(a) General liability including/comprehensive form:
premises/operations; products/completed operations; contractual
liability; independent contractors; broad form property damage;
personal injury; and collapse hazard.
(b) Bodily Injury and Property Damage Combined Single Limit Per
Occurrence: $1,000,000
(c) Fire-legal liability-custody, care or control, each occurrence:
$100,000
PROPERTY COVERAGE:
(a) All risk of physical loss; Equipment must be insured for at least
the total original cost.
16. COVENANTS. By executing and delivering to Lessor, the Lessee Acceptance
Certificate, Lessee warrants, covenants and agrees that (a) Lessee has
received all of the Equipment described in this Schedule at the location
described in paragraph 4 hereof; (b) Lessee has duly inspected and accepts
such Equipment without reservation; (c) Lessee is unconditionally bound to
pay to Lessor the total rent and other payments due under the Lease,
whether or not the Equipment described herein may now or hereafter become
unsatisfactory in any respect; and (d) notwithstanding anything contained
herein, Lessor and Lessee shall continue to have all rights which either of
them might otherwise have with respect to the Equipment described herein
against any manufacturer or seller of the Equipment or any part thereof.
17. ADDITIONAL PROVISIONS. (a) This Supplement is incorporated herein by
reference; (b) Lessee grants Lessor the right to insert the Equipment
description and payment dates, amounts, and terms in the Supplement at the
time of commencement of the basic lease term.
WITNESS the due execution hereof with the intent to be legally bound this 13th
day of November, 1996.
LESSOR: PNC LEASING CORP LESSEE: XXXXXXXXX FOODS VENTURE, L.P.
By: G/W FOODS, INC., ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxxx By: /s/ X. Xxxxxxxxx
--------------------------- -------------------------------
Title: Lease Officer Title: President
Page 4 of 4
PNC LEASING CORP PNCBANK
SUPPLEMENT TO SCHEDULE OF LEASED EQUIPMENT NO. 00931-001, DATED NOVEMBER 13,
1996
(First Amendment Tax Lease)
1. SUPPLEMENT: This Supplement is attached to and made a part of that certain
Schedule of Leased Equipment as described above between PNC LEASING CORP as
Lessor and XXXXXXXXX FOODS VENTURE, L.P. as Lessee, which Schedule is
incorporated in and made a part of the Master Lease Agreement between the
Lessor and Lessee, which is herein referred to as the "Lease."
2. EQUIPMENT DESCRIPTION:
QUANTITY EQUIPMENT DESCRIPTION COST
-------- --------------------- ----
Various Refer to those specific Lessee Acceptance $264,579.47
Certificates dated November 13, 1996 and
February 24, 1997
3. EQUIPMENT LOCATION: 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxx XX 00000
------------------------------------------------------
Street City County State Zip Code
4. BASE LEASE TERM: The base term of the Lease as to the Equipment described
in this Supplement is Sixty (60) months, commencing on 02/24/97 and
terminating on 02/24/02, unless sooner terminated under the terms of the
Lease.
5. RENT: Total rent of $289,508.40, plus applicable taxes, if any, is due and
payable as follows:
NUMBER AND TYPE DATE PAYMENTS AMOUNT OF TAX ON TOTAL DATE PAYMENTS
OF PAYMENTS COMMENCE PAYMENT PAYMENT PAYMENT TERMINATE
-------------------------------------------------------------------------------
SIXTY (60) 02/24/97 $4,825.14 EXEMPT $4,825.14 01/24/02
MONTHLY PAYMENTS
-------------------------------------------------------------------------------
6. PURCHASE OPTION: In accordance with subparagraph 11(a) of the Schedule,
Lessee may purchase all, but not less than all, of the Equipment described
herein, by paying to Lessor on the last day of the base term of the Lease,
an amount equal to the greater of (i) the fair market value of the
Equipment determined as provided in subparagraph 11(b) of the Schedule, or
(ii) FIFTEEN percent (15%) of the Equipment cost.
7. RENEWAL TERM: In accordance with subparagraph 11(c) of the Schedule,
Lessee may extend the Lease for a Renewal Term of eight (8) months with a
monthly rent equal to 1.90881 percent of the Equipment cost, plus
applicable taxes, with the first such rent being due and payable by Lessee
on 02/24/02.
WITNESS the due execution hereof with the intent to be legally bound this 20
day of February, 1997.
PNC LEASING CORP., LESSOR XXXXXXXXX FOODS VENTURE, L.P., LESSEE
By: G/W FOODS, INC., ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxxx By: /s/ X. Xxxxxxxxx
--------------------------------- -----------------------------
Title: Assistant Vice President Title: President
PNC LEASING CERTIFICATE PNCBANK
LESSEE ACCEPTANCE CERTIFICATE
LESSEE: XXXXXXXXX FOODS VENTURE, L.P. SUPPLIER: REFER TO EXHIBIT B ATTACHED
000 XXXXX XXXXXX XXXXXX HERETO AND MADE A PART HEREOF
XXXXXXXXXX, XX 00000 FOR A DETAILED LIST OF
SUPPLIERS.
1. LESSEE ACCEPTANCE CERTIFICATE. This Lessee Acceptance Certificate
("Acceptance") is hereby made a part of that certain Master Lease
Agreement dated October 11, 1996, and that certain Schedule of Leased
Equipment dated November 13, 1996, both between Lessor and the
undersigned Lessee. All terms and conditions of said Lease and Schedule
are incorporated herein by reference.
2. ACCEPTANCE DATE: Lessee hereby agrees that if the base term of the
Lease has not commenced by the Lessee on or before April 30, 1997 for
any reason whatsoever, then upon written demand by the Lessor, the
Lessee will immediately reimburse Lessor for the total amount set forth
in this Acceptance Certificate ("Cost"), plus interest thereon at PNC
Bank, National Association's Prime Rate, in effect as of the date of
funding, plus two percent (2%) per annum, for the period from the date
of funding by Lessor of said Cost to the payment date to Lessor said
Cost.
3. EQUIPMENT. The Equipment subject to the Lease is described below
and includes all cash and non-cash proceeds and products (including
without limitation insurance proceeds) of the foregoing, and all
additions and accessions thereto, substitutions therefor and replacement
thereto:
---------------------------------------------------------------------------
QUANTITY EQUIPMENT DESCRIPTION COST
---------------------------------------------------------------------------
Various PLEASE REFER TO EXHIBIT B ATTACHED HERETO AND $168,746.90
MADE A PART HEREOF FOR A DETAILED EQUIPMENT
DESCRIPTION.
---------------------------------------------------------------------------
THE TOTAL EQUIPMENT COST INCLUDING TAXES LEVIED AT THE TIME OF
SALE, IF ANY, IS: $168,746.90.
4. EQUIPMENT LOCATION. The Equipment shall be located at the
following address and shall not be removed without Lessor's prior
written consent, which consent shall not be unreasonably withheld.
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxx XX 00000
------------------------------------------------------------------
Street City County State Zip Code
-----------------------------------------------------------------------
PNC LEASING CORP Date: February 24, 0000
Xxxxxxxxxx, XX
Gentlemen:
All of the Equipment listed above was received by us and is in good
order and condition, installed to our satisfaction and acceptable to us.
We approve the payment of the invoice(s) covering the Equipment for the
amount(s) shown thereon.
Lessee represents and warrants (a) that the representations and
warranties as set forth in paragraph 24 of the Lease are true and correct as
of the date hereof; (b) that Lessee has satisfied or complied with all
requirements set forth in the Lease to be satisfied or complied with on or
prior to the date hereof; and (c) that no Event of Default under the Lease
has occurred and is continuing on the date hereof.
Date Equipment was first placed in service: 11-01-96
LESSEE: XXXXXXXXX FOODS VENTURE, L.P.
By: G/W FOODS, INC., ITS GENERAL PARTNER
By: /s/ X. Xxxxxxxxx
---------------------------------
Title: President
Page 1 of 5
EXHIBIT B
This Exhibit B is attached to and made a part of that certain Lessee
Acceptance Certificate between Xxxxxxxxx Foods Ventures, L.P., as Lessee, and
PNC Leasing Corp, as Lessor.
LESSOR: PNC Leasing Corp
Two PNC Plaza, 13th Floor
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
LESSEE: Xxxxxxxxx Foods Venture, L.P.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
SCHEDULE NUMBER: 00931-001
EQUIPMENT LOCATION: 000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(Darke County, OH)
EQUIPMENT VENDOR: PERSTORP ANALYTICAL
00000 Xxxx Xxxx
Xxxxxx Xxxxxxx, XX 00000
EQUIPMENT COST: $46,206.80
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------------
1 INFRATEC ANALYZER, MEAT - S/N: 731001 $46,000.00
1 SURGE SUPPRESSOR ISOBLO 0.00
1 SHIPPING CHARGES 206.80
------------------------------------------------------------------------------
GRAND TOTAL $46,206.80
------------------------------------------------------------------------------
EQUIPMENT VENDOR: WILEY WATER SYSTEMS, INC.
0000 X. Xxxxx Xxxx 00
Xxxxx Xxxx, XX 00000
EQUIPMENT COST: $12,057.50
EQUIPMENT DESCRIPTION:
-----------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
-----------------------------------------------------------------------------
1 COMMERCIAL WATER SOFTENER W/INSTALLATION $11,695.00
1 3" METER & FREIGHT 362.50
-----------------------------------------------------------------------------
GRAND TOTAL $12,057.50
-----------------------------------------------------------------------------
EQUIPMENT VENDOR: XXXXXX ROOFING, INC.
0000 Xxxxxx Xxxx X.X. Xxx 000
Xxxxxxxxxx, XX 00000
EQUIPMENT COST: $3,023.50
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------------
1 MATERIAL & LABOR ON FLASHING WATER HEATER
CONNECTIONS ON ROOF OF BLDG. A $1,606.50
1 MATERIAL & LABOR ON ROOF REPAIR 1,417.00
------------------------------------------------------------------------------
GRAND TOTAL $3,023.50
------------------------------------------------------------------------------
Page 2 of 5
EQUIPMENT VENDOR: HIGH PRESSURE SANITATION, INC.
X.X. Xxx 000
Xxxxxxx, XX 00000
EQUIPMENT COST: $13,391.11
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------------
1 SAIA PPD HOT TAILGATE RUSH $896.11
1 ROTO JET SYSTEM DUAL PUMP SKID ONLY, FOR ROTO $12,495.00
JET RGB 2X2 PUMP W/50HP 324T FRAME MOTORS, TO
BE SUPPLIED TO CUSTOMER DUAL SLIDING MOTOR BASES
FOR 324T FRAME, BELT GUARDS, BELT DRIVE PACKAGES
FOR SINGLE POINT CONNECTION DUAL PUMP PROTECTION
PACKAGES W/DIFFUSER, GAUGES, CHECK VALVES, HOSES,
ETC. A DUPLEX CONTROL PANEL 50HP - 460V - 3HP -
ACROSS LINE STARTER WITH ALL NECESSARY SAFETIES,
CONTROLS, RELAYS, RESETS AND METERS.
-----------------------------------------------------------------------------
GRAND TOTAL $13,391.11
-----------------------------------------------------------------------------
EQUIPMENT VENDOR: XXXXX'X ELECTRIC
X.X. Xxx 000
Xxxxxxxxxx, XX 00000
EQUIPMENT COST: $5,762.22
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------------
53 LABOR HOURS $1,192.50
1 PANEL 200-AMP4-WIRE 208-VOLT PANEL W/MAIN BREAKER $291.84
1 PANEL 200-AMP 480-VOLT 277/480 VOLT PANELBOARD MAIN LUG ONLY $1,121.92
6 2" CONNECTORS $13.08
6 2" BUSHINGS $3.24
1 2" EMT COUPLING $2.12
20 EMT FT. 2" EMT $16.20
120 EMT FT. 3/0 EMT $144.00
30 FT. #6 THHN WIRE $6.90
3 2" UNISTRUT STRAPS $4.89
10 FT. 1-5/8" UNISTRUT $14.10
2 GROUND BAR KITS $16.06
2 EHB 3-POLE 30-AMP BREAKERS $407.96
1 EHB 3-POLE 20-AMP BREAKER $203.98
10 BAB1020 BREAKER $141.30
6 175-WATT METAL HALIDE FIXTURES $825.00
1 EXIT & EMERGENCY FIXTURE $97.31
1 70-WATT HPS FIXTURE $123.48
1 70-WATT HPS LAMP $21.88
1 8' H.O. FIXTURE $51.21
2 8' H.O. LAMPS $9.50
15 4x4x2-1/8 BOXES $23.40
11 4X4 BLANK COVERS $6.05
3 4X4 RAISED OUTLET COVERS $5.13
1 4X4 RAISED SWITCH COVER $1.71
2 20-AMP RECEPTACLES $8.00
1 15-AMP SWITCHES $1.00
6 3/4" EMT CONNECTORS $3.00
2 3/4" EMT CONNECTORS $1.00
6 3/4" MINIS $2.40
1 3/4" UNISTRUT STRAP $0.67
45 1/2" EMPT CONNECTORS $15.75
6 1/2" EMT COUPLINGS $2.10
1 1/2" UNISTRUT STRAP $0.53
43 1/2" MINIS $15.05
2 1" EMT CONNECTORS $1.50
Page 3 of 5
25 SEALTITE $17.75
2 RAIN-TIGHT BOXES $32.62
4 EMT CONNECTORS $3.64
4 BUSHINGS $2.68
3 UNISTRUT STRAPS $4.11
5 UNISTRUT $7.05
2 EMT CONNECTORS $0.70
3 MINIS $1.05
1 REDUCING BUSHING $1.31
1 REDUCING BUSHING $1.91
2 SEALTITE CONNECTORS $10.42
1 MINI $0.65
10 SEALTITE $10.90
8 SEALTITE CONNECTORS $25.68
2 EMT CONNECTORS $4.36
1 BOX $1.56
3 BLANK COVERS $1.65
7 BLUE WIRE NUTS $1.40
25 WIRE TIES $2.50
15 LEAD ANCHORS $7.50
8 WASHERS $0.80
16 BOLTS $1.60
6 STA-CONS $1.08
110 #4 THHN WIRE $47.30
30 #8 THHN WIRE $3.90
250 #14 THHN WIRE $12.50
10 LABOR $260.00
2 1" EMT COUPLINGS $1.50
4 1" MINIS $2.20
1 1" UNISTRUT STRAP $0.74
40 FT. 1" EMT $18.80
30 FT. 3/4" EMT $9.00
150 FT. 1/2" EMT $30.00
4 TAP-CON $1.60
50 FENDER WASHERS $5.00
20 LEAD ANCHORS $10.00
20 1/4" X 20 X 1 BOLTS $2.00
1 1" XXXXX HUB $7.31
70 WIRE TIES $7.00
300 FT. #10 THHN WIRE $30.00
650 FT. #12 THHN WIRE $45.50
7 MC CONNECTORS $2.45
30 FT. 12-2 MC CABLE $13.50
1 3-POLE 480 VOLT 100-AMP BREAKER $313.24
----------------------------------------------------------------------------
GRAND TOTAL $5,762.22
----------------------------------------------------------------------------
EQUIPMENT VENDOR: ASHLAND MUNICIPAL SUPPLIES CO.
X.X. Xxx 000000
Xxxxxxxxx, XX 00000-0000
EQUIPMENT COST: $4,522.00
EQUIPMENT DESCRIPTION:
---------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
---------------------------------------------------------------------------
1 FEBCO 825 YD 4" RED. PRESS. NRS 5BF1 $1,779.00
1 4" COMPOUND GEN 100SF 2,743.00
---------------------------------------------------------------------------
GRAND TOTAL $4,522.00
---------------------------------------------------------------------------
EQUIPMENT VENDOR: ACE HARDWARE
000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
EQUIPMENT COST: $57.77
Page 4 of 5
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------------
2 COUPLING REDUCTOR $14.98
2 PIPE CLEANER 8.58
1 CEMENT 7.79
1 PVC 3" Y 4.89
1 PVC PLUG CAP 4.29
4 PVC 3" ELL 9.96
1 PVC REDUCER 3.29
1 PVC 3" TEE 3.99
------------------------------------------------------------------------------
GRAND TOTAL $57.77
------------------------------------------------------------------------------
EQUIPMENT VENDOR: K & M
0000 Xx., Xx. 00 Xxxx
Xxxxxxx, XX 00000
EQUIPMENT COST: $125.00
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------------
1 SKID LOAD RENTAL $125.00
------------------------------------------------------------------------------
GRAND TOTAL $125.00
------------------------------------------------------------------------------
EQUIPMENT VENDOR: The Ansonia Lumber Company
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
EQUIPMENT COST: $1,470.36
EQUIPMENT DESCRIPTION:
-----------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
-----------------------------------------------------------------------------
1 2/8 x 8' INSWING 4 9/16 JAM IN LH E801 DOOR $280.67
25 2 X 4 X 8 CONSTRUCTION GRADE 71.25
6 2 X 4 X 10 CONSTRUCTION GRADE 23.70
16 2 X 4 X 12 CONSTRUCTION GRADE 127.20
9 2 X 6 X 10 TREATED 64.35
8 2 X 6 X 14 TREATED 91.60
4 2 X 4 X 10 TREATED 20.40
14 4 X 8 X 1/2 CDX PLYWOOD 169.40
5 12' WHITE CD 103.75
12 8' WHITE CD 165.96
10 J CHANNEL WHITE CD 38.00
400 1" WHITE CD SCREWS 22.00
3 ROLLS 24" WHITE ALUM COIL 157.50
6 ROLLS 3-1/2 X 24 INSULATION 134.58
----------------------------------------------------------------------------
GRAND TOTAL $1,470.36
----------------------------------------------------------------------------
EQUIPMENT VENDOR: GREENVILLE DOOR SALES, INC.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
EQUIPMENT COST: $474.00
EQUIPMENT DESCRIPTION:
---------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
---------------------------------------------------------------------------
1 8' TUBE $8.50
1 SET 8' HORZ & VERT TRACKS 69.00
1 SET 8' CABLES 8.00
1 PR. DRUMS 16.00
Page 5 of 5
6 SIDE LOCKS 36.00
1 CENTER PAD WITH BEARING 7.80
1 PR. END BEARING BRACKET 18.50
1 ROLL BOTTOM RUBBER 250.00
1 #2 GREEN SPRING 45.00
4 3" SHEAVES 15.20
-------------------------------------------------------------------------
GRAND TOTAL $474.00
-------------------------------------------------------------------------
EQUIPMENT VENDOR: XXXXXX SUPPLIES & RENTAL
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
EQUIPMENT COST: $365.48
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------
1 14" CONCRETE FLOOR SAW - 072-214 $120.00
1 12" CHOP SAW - 072-412 95.00
1 BRUTE HAMMER 78.00
4 14" BLADE 50.16
4 12" BLADE 22.32
------------------------------------------------------------------------
GRAND TOTAL $365.48
------------------------------------------------------------------------
EQUIPMENT VENDOR: MICRODRY, INC.
0000 Xxxxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
EQUIPMENT COST: $54,408.16
EQUIPMENT DESCRIPTION:
-----------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
-----------------------------------------------------------------------
1 MODEL IV 75 POWER GENERATOR $45,000.00
1 XXXXX/XXXXXXX SIZE 4 CONTACTOR, 9,408.16
MARELCO 75 KW HV TRANSFORMER
-----------------------------------------------------------------------
GRAND TOTAL $54,408.16
-----------------------------------------------------------------------
EQUIPMENT VENDOR: XXXXXX MECHANICAL CONTRACTORS
X.X. Xxx 000, 000 X. Xxxxxxx Xxxx
Xxxxxx, XX 00000
EQUIPMENT COST: $26,883.00
EQUIPMENT DESCRIPTION:
----------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
----------------------------------------------------------------------
1 LABOR AND MATERIAL TO RUN WATER LINE FOR $12,683.00
BOILER, INSTALLED 4" BACKFLOW PREVENTER
AND METER, RELOCATE 2" BACKFLOW PREVENTER
FOR BYPASS.
1 LABOR AND MATERIAL TO FURNISH KEMCO ROOM 10,700.00
WITH GAS PIPING, HIGH PRESSURE WASH PIPING
AND 3" WATER LINE.
1 LABOR AND MATERIAL AND EQUIPMENT TO INSTALL 3,500.00
ONE (1) 2" GAS METER SETTING PER DP&L'S
SPECIFICATIONS.
----------------------------------------------------------------------
GRAND TOTAL $26,883.00
----------------------------------------------------------------------
The Equipment described herein includes all cash and non-cash proceeds
(including, without limitation, insurance proceeds of the foregoing,) and all
present and future additions, accessions, substitutions and replacements
thereto.
LESSEE: XXXXXXXXX FOODS VENTURE, L.P.
By: G/W FOODS, INC., ITS GENERAL PARTNER
BY: /s/ X. Xxxxxxxxx
-------------------------
TITLE: President
PNC LEASING CORP PNCBANK
LESSEE ACCEPTANCE CERTIFICATE
LESSEE: XXXXXXXXX FOODS VENTURE, L.P. SUPPLIER: PREFERRED RESOURCES, INC.
000 XXXXX XXXXXX XXXXXX 000 XXXXXX XXXX
XXXXXXXXXX, XX 00000 XXX XXXXX, XX 00000
1. LESSEE ACCEPTANCE CERTIFICATE. This Lessee Acceptance Certificate
("Acceptance") is hereby made a part of that certain Master Lease Agreement
dated October 11, 1996, and that certain Schedule of Leased Equipment dated
11/13/96, both between Lessor and the undersigned Lessee. All terms and
conditions of said Lease and Schedule are incorporated herein by reference.
2. ACCEPTANCE DATE: Lessee hereby agrees that if the base term of the
Lease has not commenced by the Lessee on or before April 30, 1997 for
any reason whatsoever, then upon written demand by the Lessor, the
Lessee will immediately reimburse Lessor for the total amount set forth
in this Acceptance Certificate ("Cost"), plus interest thereon at PNC
Bank, National Association's Prime Rate, in effect as of the date of
funding, plus two percent (2%) per annum, for the period from the date
of funding by Lessor of said Cost to the payment date to Lessor of said
Cost.
3. EQUIPMENT. The Equipment subject to the Lease is described below
and includes all cash and non-cash proceeds and products (including
without limitation insurance proceeds) of the foregoing, and all
additions and accessions thereto, substitutions therefor and
replacements thereto:
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
QUANTITY EQUIPMENT DESCRIPTION COST
-----------------------------------------------------------------------------
VARIOUS PLEASE REFER TO EXHIBIT A ATTACHED HERETO AND $95,832.57
MADE A PART HEREOF FOR A DETAILED EQUIPMENT
DESCRIPTION.
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
THE TOTAL EQUIPMENT COST INCLUDING TAXES LEVIED AT THE TIME OF SALE,
IF ANY, IS: $95,832.57.
4. EQUIPMENT LOCATION. The Equipment shall be located at the
following address and shall not be removed without Lessor's prior
written consent, which consent shall not be unreasonably withheld.
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxx XX 00000
------------------------------------------------------------------
Street City County State Zip Code
----------------------------------------------------------------------------
PNC LEASING CORP Date: February 24, 0000
Xxxxxxxxxx, XX
Gentlemen:
All of the Equipment listed above was received by us and is in good
order and condition, installed to our satisfaction and acceptable to us.
We approve the payment of the invoice(s) covering the Equipment for
the amount(s) shown thereon.
Lessee represents and warrants (a) that the representations and
warranties as set forth in paragraph 24 of the Lease are true and
correct as of the date hereof; (b) that Lessee has satisfied or complied
with all requirements set forth in the Lease to be satisfied or complied
with on or prior to the date hereof; and (c) that no Event of Default
under the Lease has occurred and is continuing on the date hereof.
Date Equipment was first placed in service: 10/26/96
LESSEE: XXXXXXXXX FOODS VENTURE, L.P.
By: G/W FOODS, INC., ITS GENERAL PARTNER
By: /s/ X. Xxxxxxxxx
---------------------------------
Title: President
EXHIBIT A
This Exhibit A is attached to and made a part of that certain Lessee
Acceptance Certificate between Xxxxxxxxx Foods Venture, L.P., as Lessee,
and PNC Leasing Corp, as Lessor.
LESSOR: PNC Leasing Corp
Two PNC Plaza, 13th Floor
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
LESSEE: Xxxxxxxxx Foods Venture, L.P.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
SCHEDULE NUMBER: 00931-001
EQUIPMENT LOCATION: XXXXXXXXX FOODS VENTURE, L.P.
000 XXXXX XXXXXX XXXXXX
XXXXXXXXXX, XX 00000 (DARKE COUNTY, OH)
EQUIPMENT VENDOR: Preffered Resources, Inc.
000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------------
QUANTITY DESCRIPTION
------------------------------------------------------------------------------
1 KEMCO GAS FIRED THERMEFFICIENT - 100 PATENTED OXYGEN STRIPPING
DIRECT CONTACT WATER HEATER RATED AT 7.0 MILLION BTU PER HOUR
1 STAINLESS STEEL HOT WATER TRANSFER TANK, SIZED TO ALLOW RIGGING
INTO ROOM, WITH THE ABILITY TO SUPPORT THE GRAVITY DRAIN
HEATER, TANK WILL BE COMPLETE WITH THE NECESSARY NOZZLES AND
OPENINGS FOR USE WITH THE KEMCO SYSTEM.
1 WATER MAKE-UP WATER CONTROL SYSTEM TO REGULATE FLOW OF WATER
TO STORAGE SYSTEM INCLUDING:
2 AUTOMATIC SOLENOID OPERATED VALVES WITH RATED CAPACITY 22 - 38
GALLONS PER MINUTE
3 LEVEL SENSING DEVICES, ELECTRICALLY SIGNALING
1 FLOW CONTROL STATION
2 HIGH CAPACITY CENTRIFUGAL TYPE WATER PUMPS CAPABLE OF PUMPING
200 GALLONS PER MINUTE. PUMPS SHALL HAVE CAST IRON CASE, BRONZE
FITTED WITH MECHANICAL SEALS AND SHALL BE BUILT TOGETHER TYPE
OPERATING AT 3500 RPM. THE PUMP SHALL BE COMPLETE WITH: A. BASE
OR FRAME, B. TOTALLY ENCLOSED FAN COOLED MOTOR.
2 MAGNETIC STARTERS, LINE VOLTAGE TYPE WITH BIMETAL TYPE OVERLOAD
PROTECTION.
2 SELECTOR SWITCHED MOUNTED INTEGRALLY WITH STARTERS
1 PRESSURE ACTUATED ELECTRICAL SWITCH TO ACTUATE PUMP #2 ON
HIGH WATER DEMAND
1 TIME DELAY SWITCH TO FUNCTION WITH ABOVE TO ELIMINATE PUMP
CYCLING
1 RE-CIRCULATING CONTROL VALVE, PRESSURE ACTUATED
1 SET OF GAUGE COCKS WITH PLASTIC SIGHT GLASS
2 PRESSURE GAUGES, 3 1/2 INCH DIAL, RANGE 0-000 XXX
1 DIAL THERMOMETER, 3 INCH DIAL, BIMETAL TYPE, 00-000 XXXXXX X
2 CHECK VALVES WITH ANTI-SLAM CHARACTERISTICS INCLUDING ANY
AND ALL AUXILARY EQUIPMENT AND INSTALLATION
------------------------------------------------------------------------------
$95,832.57
------------------------------------------------------------------------------
The Equipment described herein includes all cash and non-cash proceeds
(including, without limitation, insurance proceeds of the foregoing,)
and all present and future additions, accessions, substitutions and
replacements thereto.
DEBTOR: XXXXXXXXX FOODS VENTURE, L.P.
By: G/W FOODS, INC., ITS GENERAL PARTNER
BY: /s/ X. Xxxxxxxxx
--------------------------------
TITLE: President
PNC LEASING CORP PNCBANK
XXXX OF SALE
KNOW ALL MEN BY THESE PRESENTS THAT Xxxxxxxxx Foods Venture, L.P.,
(hereinafter referred to as "Seller"), with its principal place of business
at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 for and in consideration of
the sum of One Hundred Sixty-eight Thousand Seven Hundred Forty-six Dollars
and 90/100 ($168,746.90) paid to it by PNC Leasing Corp (hereinafter referred
to as "Purchaser") with an address at Xxxxxxxxxx, Xxxxxxxxxxxx 00000, has
granted, bargained, sold, conveyed, transferred, assigned and delivered, and
by these presents does grant, bargain, sell, convey, transfer, assign and
deliver unto Purchaser, its successors and assigns, all of its right, title
and interest in certain equipment (herein called "the Equipment"), which is
described on Exhibit A attached hereto and made a part hereof.
TO HAVE AND TO HOLD all singular the Equipment by these presents
bargained, sold and confirmed unto the Purchaser, its successors and assigns,
forever.
AND, Seller, for itself, its successors and assigns, does hereby
covenant with Purchaser that at the time of this sale, Seller had legal title
to the Equipment, and at the time of delivery of the Equipment to the
Purchaser, the Seller's title to the Equipment was free and clear of all
liens, claims and encumbrances of any nature whatsoever.
IN WITNESS WHEREOF, Seller has caused this instrument to be executed in
its name by an authorized officer as of this 20 day of February, 1997.
SELLER:
ATTEST: XXXXXXXXX FOODS VENTURE, L.P.
BY: G/W FOODS, INC., ITS GENERAL PARTNER
/s/ Xxxxxxxx X. Xxxxxx By: /s/ X. Xxxxxxxxx
------------------------ --------------------------
Title: President
Page 1 of 5
EXHIBIT B
This Exhibit B is attached to and made a part of that certain Xxxx of Sale
between Xxxxxxxxx Foods Ventures, L.P., as Lessee, and PNC Leasing Corp,
as Lessor.
LESSOR: PNC Leasing Corp
Two PNC Plaza, 13th Floor
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
LESSEE: Xxxxxxxxx Foods Venture, L.P.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
SCHEDULE NUMBER: 00931-001
EQUIPMENT LOCATION: 000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(Darke County, OH)
EQUIPMENT VENDOR: PERSTORP ANALYTICAL
00000 Xxxx Xxxx
Xxxxxx Xxxxxxx, XX 00000
EQUIPMENT COST: $46,206.80
EQUIPMENT DESCRIPTION:
-----------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
-----------------------------------------------------------------------------
1 INFRATEC ANALYZER, MEAT - S/N: 731001 $46,000.00
1 SURGE SUPPRESSOR ISOBLO 0.00
1 SHIPPING CHARGES 206.80
-----------------------------------------------------------------------------
GRAND TOTAL $46,206.80
-----------------------------------------------------------------------------
EQUIPMENT VENDOR: WILEY WATER SYSTEMS, INC.
0000 X. Xxxxx Xxxx 00
Xxxxx Xxxx, XX 00000
EQUIPMENT COST: $12,057.50
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------------
1 COMMERCIAL WATER SOFTENER W/INSTALLATION $11,695.00
1 3" METER & FREIGHT 362.50
------------------------------------------------------------------------------
GRAND TOTAL $12,057.50
------------------------------------------------------------------------------
EQUIPMENT VENDOR: XXXXXX ROOFING, INC.
0000 Xxxxxx Xxxx X.X. Xxx 000
Xxxxxxxxxx, XX 00000
EQUIPMENT COST: $3,023.50
EQUIPMENT DESCRIPTION:
-----------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
-----------------------------------------------------------------------------
1 MATERIAL & LABOR ON FLASHING WATER HEATER $1,606.50
CONNECTIONS ON ROOF OF BLDG. A
1 MATERIAL & LABOR ON ROOF REPAIR 1,417.00
-----------------------------------------------------------------------------
GRAND TOTAL $3,023.50
-----------------------------------------------------------------------------
Page 2 of 5
EQUIPMENT VENDOR: HIGH PRESSURE SANITATION, INC.
X.X. Xxx 000
Xxxxxxx, XX 00000
EQUIPMENT COST: $13,391.11
EQUIPMENT DESCRIPTION:
-----------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
-----------------------------------------------------------------------------
1 SAIA PPD HOT TAILGATE RUSH $896.11
1 ROTO JET SYSTEM DUAL PUMP SKID ONLY. FOR 12,495.00
ROTO JET RGB 2X2 PUMP W/50HP
324T FRAME MOTORS, TO BE SUPPLIED TO CUSTOMER
DUAL SLIDING MOTOR BASES FOR 324T FRAME, BELT
GUARDS, BELT DRIVE PACKAGES FOR SINGLE POINT
CONNECTION DUAL PUMP PROTECTION PACKAGES
W/DIFFUSER, GAUGES, CHECK VALVES, HOSES, ETC.
A DUPLEX CONTROL PANEL 50HP - 460V - 3HP -
ACROSS LINE STARTER WITH ALL NECESSARY SAFETIES,
CONTROLS, RELAYS, RESETS AND METERS.
-----------------------------------------------------------------------------
GRAND TOTAL $13,391.11
-----------------------------------------------------------------------------
EQUIPMENT VENDOR: XXXXX'X ELECTRIC
X.X. Xxx 000
Xxxxxxxxxx, XX 00000
EQUIPMENT COST: $5,762.22
EQUIPMENT DESCRIPTION:
-----------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
-----------------------------------------------------------------------------
53 LABOR HOURS $1,192.50
1 PANEL 200-AMP4-WIRE 208-VOLT PANEL W/MAIN $291.84
BREAKER
1 PANEL 200-AMP 480-VOLT 277/480 VOLT $1,121.92
PANELBOARD MAIN LUG ONLY
6 2" CONNECTORS $13.08
6 2" BUSHINGS $3.24
1 2" EMT COUPLING $2.12
20 EMT FT. 2" EMT $16.20
120 EMT FT. 3/0 EMT $144.00
30 FT. #6 THHN WIRE $6.90
3 2" UNISTRUT STRAPS $4.89
10 FT. 1-5/8" UNISTRUT $14.10
2 GROUND BAR KITS $16.06
2 EHB 3-POLE 30-AMP BREAKERS $407.96
1 EHB 3-POLE 20-AMP BREAKER $203.98
10 BAB1020 BREAKER $141.30
6 175-WATT METAL HALIDE FIXTURES $825.00
1 EXIT & EMERGENCY FIXTURE $97.31
1 70-WATT HPS FIXTURE $123.48
1 70-WATT HPS LAMP $21.88
1 8' H.O. FIXTURE $51.21
2 8' H.O. LAMPS $9.50
15 4x4x2-1/8 BOXES $23.40
11 4X4 BLANK COVERS $6.05
3 4X4 RAISED OUTLET COVERS $5.13
1 4X4 RAISED SWITCH COVER $1.71
2 20-AMP RECEPTACLES $8.00
1 15-AMP SWITCHES $1.00
6 3/4" EMT CONNECTORS $3.00
2 3/4" EMPT COUPLINGS $1.00
6 3/4" MINI'S $2.40
1 3/4" UNISTRUT STRAP $0.67
45 1/2" EMPT CONNECTORS $15.75
6 1/2" EMT COUPLINGS $2.10
1 1/2" UNISTRUT STRAP $0.53
43 1/2" MINIS $15.05
2 1" EMT CONNECTORS $1.50
Page 3 of 5
25 SEALTITE $17.75
2 RAIN-TIGHT BOXES $32.62
4 EMT CONNECTORS $3.64
4 BUSHINGS $2.68
3 UNISTRUT STRAPS $4.11
5 UNISTRUT $7.05
2 EMT CONNECTORS $0.70
3 MINIS $1.05
1 REDUCING BUSHING $1.31
1 REDUCING BUSHING $1.91
2 SEALTITE CONNECTORS $10.42
1 MINI $0.65
10 SEALTITE $10.90
8 SEALTITE CONNECTORS $25.68
2 EMT CONNECTORS $4.36
1 BOX $1.56
3 BLANK COVERS $1.65
7 BLUE WIRE NUTS $1.40
25 WIRE TIES $2.50
15 LEAD ANCHORS $7.50
8 WASHERS $0.80
16 BOLTS $1.60
6 STA-CONS $1.08
110 #4 THHN WIRE $47.30
30 #8 THHN WIRE $3.90
250 #14 THHN WIRE $12.50
10 LABOR $260.00
2 1" EMT COUPLINGS $1.50
4 1" MINIS $2.20
1 1" UNISTRUT STRAP $0.74
40 FT. 1" EMT $18.80
30 FT. 3/4" EMT $9.00
150 FT. 1/2" EMT $30.00
4 TAP-CON $1.60
50 FENDER WASHERS $5.00
20 LEAD ANCHORS $10.00
20 1/4" X 20 X 1 BOLTS $2.00
1 1" XXXXX HUB $7.31
70 WIRE TIES $7.00
300 FT. #10 THHN WIRE $30.00
650 FT. #12 THHN WIRE $45.50
7 MC CONNECTORS $2.45
30 FT. 12-2 MC CABLE $13.50
1 3-POLE 480 VOLT 100-AMP BREAKER $313.24
------------------------------------------------------------------------------
GRAND TOTAL $5,762.22
------------------------------------------------------------------------------
EQUIPMENT VENDOR: ASHLAND MUNICIPAL SUPPLIES CO.
X.X. Xxx 000000
Xxxxxxxxx, XX 00000-0000
EQUIPMENT COST: $4,522.00
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------
1 FEBCO 825 YD 4" RED. PRESS. NRS 5BF1 $1,779.00
1 4" COMPOUND GEN 100SF 2,743.00
------------------------------------------------------------------------
GRAND TOTAL $4,522.00
------------------------------------------------------------------------
EQUIPMENT VENDOR: ACE HARDWARE
000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
EQUIPMENT COST: $57.77
Page 4 of 5
EQUIPMENT DESCRIPTION:
--------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
--------------------------------------------------------------------------
2 COUPLING REDUCTOR $14.98
2 PIPE CLEANER 8.58
1 CEMENT 7.79
1 PVC 3" Y 4.89
1 PVC PLUG CAP 4.29
4 PVC 3' ELL 9.96
1 PVC REDUCER 3.29
1 PVC 3" TEE 3.99
--------------------------------------------------------------------------
GRAND TOTAL $57.77
--------------------------------------------------------------------------
EQUIPMENT VENDOR: K & M
0000 Xx., Xx. 00 Xxxx
Xxxxxxx, XX 00000
EQUIPMENT COST: $125.00
EQUIPMENT DESCRIPTION:
-------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
-------------------------------------------------------------------------
1 SKID LOAD RENTAL $125.00
-------------------------------------------------------------------------
GRAND TOTAL $125.00
-------------------------------------------------------------------------
EQUIPMENT VENDOR: The Ansonia Lumber Company
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
EQUIPMENT COST: $1,470.36
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------
1 2/8 x 8' INSWING 4 9/16 JAM IN LH E801 DOOR $280.67
25 2 X 4 X 8 CONSTRUCTION GRADE 71.25
6 2 X 4 X 10 CONSTRUCTION GRADE 23.70
16 2 X 4 X 12 CONSTRUCTION GRADE 127.20
9 2 X 6 X 10 TREATED 64.35
8 2 X 6 X 14 TREATED 91.60
4 2 X 4 X 10 TREATED 20.40
14 4 X 8 X 1/2 CDX PLYWOOD 169.40
5 12' WHITE CD 103.75
12 8' WHITE CD 165.96
10 J CHANNEL WHITE CD 38.00
400 1" WHITE CD SCREWS 22.00
3 ROLLS 24" WHITE ALUM COIL 157.50
6 ROLLS 3-1/2 X 24 INSULATION 134.58
------------------------------------------------------------------------
GRAND TOTAL $1,470.36
------------------------------------------------------------------------
EQUIPMENT VENDOR: GREENVILLE DOOR SALES, INC.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
EQUIPMENT COST: $474.00
EQUIPMENT DESCRIPTION:
------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
------------------------------------------------------------------------
1 8' TUBE $8.50
1 SET 8' HORZ & VERT TRACKS 69.00
1 SET 8' CABLES 8.00
1 PR. DRUMS 16.00
Page 5 of 5
6 SIDE LOCKS 36.00
1 CENTER PAD WITH BEARING 7.80
1 PR. END BEARING BRACKET 18.50
1 ROLL BOTTOM RUBBER 250.00
1 #2 GREEN SPRING 45.00
4 3" SHEAVES 15.20
------------------------------------------------------------------------
GRAND TOTAL $474.00
------------------------------------------------------------------------
EQUIPMENT VENDOR: XXXXXX SUPPLIES & RENTAL
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
EQUIPMENT COST: $365.48
EQUIPMENT DESCRIPTION:
---------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
---------------------------------------------------------------------------
1 14" CONCRETE FLOOR SAW - 072-214 $120.00
1 12" CHOP SAW - 072-412 95.00
1 BRUTE HAMMER 78.00
4 14" BLADE 50.16
4 12" BLADE 22.32
---------------------------------------------------------------------------
GRAND TOTAL $365.48
---------------------------------------------------------------------------
EQUIPMENT VENDOR: MICRODRY, INC.
0000 Xxxxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
EQUIPMENT COST: $54,408.16
EQUIPMENT DESCRIPTION:
--------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
--------------------------------------------------------------------------
1 MODEL IV 75 POWER GENERATOR $45,000.00
1 XXXXX/XXXXXXX SIZE 4 CONTACTOR, 9,408.16
MARELCO 75 KW HV TRANSFORMER
--------------------------------------------------------------------------
GRAND TOTAL $54,408.16
--------------------------------------------------------------------------
EQUIPMENT VENDOR: XXXXXX MECHANICAL CONTRACTORS
X.X. Xxx 000, 000 X. Xxxxxxx Xxxx
Xxxxxx, XX 00000
EQUIPMENT COST: $26,883.00
EQUIPMENT DESCRIPTION:
--------------------------------------------------------------------------
QUANTITY DESCRIPTION PRICE
--------------------------------------------------------------------------
1 LABOR AND MATERIAL TO RUN WATER LINE FOR $12,683.00
BOILER, INSTALLED 4" BACKFLOW PREVENTER
AND METER, RELOCATE 2" BACKFLOW PREVENTER
FOR BYPASS
1 LABOR AND MATERIAL TO FURNISH KEMCO ROOM 10,700.00
WITH GAS PIPING, HIGH PRESSURE WASH
PIPING AND 3" WATER LINE
1 LABOR AND MATERIAL AND EQUIPMENT TO INSTALL 3,500.00
ONE (1) 2" GAS METER SETTING
PER DP&L'S SPECIFICATIONS
--------------------------------------------------------------------------
GRAND TOTAL $26,883.00
--------------------------------------------------------------------------
The Equipment described herein includes all cash and non-cash proceeds
(including, without limitation, insurance proceeds of the foregoing,) and all
present and future additions, accessions, substitutions and replacements
thereto.
LESSEE: XXXXXXXXX FOODS VENTURE, L.P.
By: G/W FOODS, INC., ITS GENERAL PARTNER
BY: /s/ X. Xxxxxxxxx
-------------------------
TITLE: President
PNC LEASING CORP PNCBANK
XXXX OF SALE
KNOW ALL MEN BY THESE PRESENTS THAT Xxxxxxxxx Foods Venture, L.P.,
(hereinafter referred to as "Seller"), with its principal place of business
at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 for anD in consideration of
the sum of Ninety-five Thousand Eight Hundred Thirty-Two Dollars and 57/100
($95,832.57) paid to it by PNC Leasing Corp (hereinafter referred to as
"Purchaser") with an address at Xxxxxxxxxx, Xxxxxxxxxxxx 00000, has granted,
bargained, sold, conveyed, transferred, assigned and delivered, and by these
presents does grant, bargain, sell, convey, transfer, assign and deliver
unto Purchaser, its successors and assigns, all of its right, title and
interest in certain equipment (herein called "the Equipment"), which is
described on Exhibit A attached hereto and made a part hereof.
TO HAVE AND TO HOLD all singular the Equipment by these presents
bargained, sold and confirmed unto the Purchaser, its successors and assigns,
forever.
AND, Seller, for itself, its successors and assigns, does hereby
covenant with Purchaser that at the time of this sale, Seller had legal title
to the Equipment, and at the time of delivery of the Equipment to the
Purchaser, the Seller's title to the Equipment was free and clear of all
liens, claims and encumbrances of any nature whatsoever.
IN WITNESS WHEREOF, Seller has caused this instrument to be executed in
its name by an authorized officer as of this 28 day of October, 1996.
SELLER:
ATTEST: XXXXXXXXX FOODS VENTURE, L.P.
BY: G/W FOODS, INC., ITS GENERAL PARTNER
/s/ Xxxxxxxx X. Xxxxxx BY: /s/ X. Xxxxxxxxx
------------------------ --------------------------
Title: President
EXHIBIT A
------------------------------------------------------------------------------
QUANTITY DESCRIPTION
------------------------------------------------------------------------------
1 KEMCO GAS FIRED THERMEFFICIENT - 100 PATENTED OXYGEN
STRIPPING DIRECT CONTACT WATER HEATER RATED AT 7.0 MILLION BTU
PER HOUR
1 STAINLESS STEEL HOT WATER TRANSFER TANK, SIZED TO ALLOW
RIGGING INTO ROOM, WITH THE ABILITY TO SUPPORT THE GRAVITY
DRAIN HEATER, TANK WILL BE COMPLETE WITH THE NECESSARY NOZZLES
AND OPENINGS FOR USE WITH THE KEMCO SYSTEM.
1 WATER MAKE-UP WATER CONTROL SYSTEM TO REGULATE FLOW OF
WATER TO STORAGE SYSTEM INCLUDING:
2 AUTOMATIC SOLENOID OPERATED VALVES WITH RATED CAPACITY 22
- 38 GALLONS PER MINUTE
3 LEVEL SENSING DEVICES, ELECTRICALLY SIGNALING
1 FLOW CONTROL STATION
2 HIGH CAPACITY CENTRIFUGAL TYPE WATER PUMPS CAPABLE OF
PUMPING 200 GALLONS PER MINUTE. PUMPS SHALL HAVE CAST IRON
CASE, BRONZE FITTED WITH MECHANICAL SEALS AND SHALL BE BUILT
TOGETHER TYPE OPERATING AT 3500 RPM. THE PUMP SHALL BE
COMPLETE WITH: A. BASE OR FRAME, B. TOTALLY ENCLOSED FAN
COOLED MOTOR.
2 MAGNETIC STARTERS, LINE VOLTAGE TYPE WITH BIMETAL TYPE
OVERLOAD PROTECTION.
2 SELECTOR SWITCHED MOUNTED INTEGRALLY WITH STARTERS
1 PRESSURE ACTUATED ELECTRICAL SWITCH TO ACTUATE PUMP #2 ON
HIGH WATER DEMAND
1 TIME DELAY SWITCH TO FUNCTION WITH ABOVE TO ELIMINATE
PUMP CYCLING
1 RE-CIRCULATING CONTROL VALVE, PRESSURE ACTUATED
1 SET OF GAUGE COCKS WITH PLASTIC SIGHT GLASS
2 PRESSURE GAUGES, 3 1/2 INCH DIAL. RANGE 0-000 XXX
1 DIAL THERMOMETER, 3 INCH DIAL. BIMETAL TYPE, 20-240
DEGREE F
2 CHECK VALVES WITH ANTI-SLAM CHARACTERISTICS INCLUDING ANY
AND ALL AUXILARY EQUIPMENT AND INSTALLATION
------------------------------------------------------------------------------
The Equipment described herein includes all cash and non-cash proceeds
(including, without limitation, insurance proceeds of the foregoing,) and all
present and future additions, accessions, substitutions and replacements
thereto.
PNC LEASING CORP PNCBANK
ASSIGNMENT OF EQUIPMENT PURCHASE AGREEMENTS
THIS Assignment of Equipment Purchase Agreements (hereinafter called
"Assignment") is made this 11th day of October, 1996 by and between Xxxxxxxxx
Foods Venture, L.P. ("Assignor"), and PNC Leasing Corp., a wholly owned
subsidiary of PNC Bank, National Association ("Assignee").
WITNESSETH:
WHEREAS, Assignor has entered into certain Equipment Purchase Agreements
("Purchase Agreements") with the suppliers or manufacturers ("Vendors") of
certain equipment, pursuant to which the Vendors agreed to sell to Assignor
the equipment described in the Purchase Agreements ("Equipment") upon the
terms and conditions set forth in the Purchase Agreements;
WHEREAS, Assignor and Assignee have agreed that Assignee will purchase the
Equipment directly from the Vendors and will thereupon lease the same to
Assignor pursuant to a certain Master Lease Agreement ("Lease") entered into
between Assignor and Assignee dated October 11, 1996; and
WHEREAS, in order for Assignee to purchase the Equipment from the Vendors, it
will be necessary for Assignor to assign its right, title and interest in and
to the Purchase Agreements to Assignee.
NOW, THEREFORE, in consideration of the foregoing, in consideration of the
promises and mutual covenants and agreements hereinafter set forth, and with
the intent to be legally bound hereby, Assignor and Assignee do hereby
mutually covenant and agree as follows:
1. Assignor hereby sells, assigns, transfers, and sets over unto
Assignee all of Assignor's right, title and interest under, in, to and
in respect to the Purchase Agreements, including (without limitation)
the right (i) to accept and (ii) to take title to the Equipment and be
named as "buyer" in any documents of title, bills of sale, invoices, or
similar documents to be delivered by Vendors in respect of the Equipment
under the respective Purchase Agreements.
2. In the event that any of the Vendors hereafter require the making
of any down payments, progress payments or otherwise advances, same
shall be made by Assignor, unless it is otherwise agreed to in writing
by Assignee and Assignor. Any such payments and/or advances shall be
reimbursed to Assignor when and if Assignee is required to make payment
of the Purchase Price therefore pursuant to the Lease including all
schedules and attachments thereto.
3. Assignee hereby accepts this Assignment of Assignor's right, title
and interest in and to the Purchase Agreements, and by this acceptance,
agrees to (a) purchase the Equipment directly from the Vendors and (b)
pay the balance of all payments due Vendors, at the time Assignee is
required to make payment of the Purchase Price to Vendors, pursuant to
the Purchase Agreements; provided, that there has been satisfactory
compliance with the terms and conditions contained in the Lease relating
to the purchase by Assignee of the Equipment; and provided further, that
the Lease is in full force and effect and no default thereunder has
occurred.
4. Notwithstanding the foregoing Assignment, Assignee hereby
designates Assignor to perform all obligations and duties of Assignee
under the Purchase Agreement except (i) the purchase of the Equipment
and (ii) the payment of monies due the Vendors under the Purchase
Agreements as of the time of the completion of delivery and acceptance
of the Equipment; provided, however, the Assignor may not enter into any
field orders, change orders, or other amendments, modifications or
supplements to any Purchase Agreement without the written consent or
countersignature of the Assignee, noted thereon if such field orders,
amendments or modifications would (i) change the number of items of
Equipment which the Assignee is obligated to purchase under any Purchase
Agreement; (ii) increase the aggregate purchase price of the Equipment
to an amount in excess of $300,000.00; (iii) postpone beyond June 30,
1997 the time for delivery of the Equipment and successful completion of
the initial tests prior to acceptance of the Equipment pursuant to the
Purchase Agreements; (iv) change or modify in any material way the
performance standards or other requirements for the Equipment referred
to in any Purchase Agreement or related documents; or (v) result in any
recision, cancellation or termination of any Purchase Agreement.
Assignor agrees to such designation and agrees to perform such
obligations. The obligations of Assignor assumed hereby shall continue
until termination of the Lease or until Assignee declares a default
thereunder.
5. It is expressly agreed that, anything herein contained to the
contrary notwithstanding (a) the Assignor shall at all times remain
liable to the Vendors under the Purchase Agreements to perform all of
the duties and obligations of Buyer thereunder to the same extent as if
this Assignment had not been executed; (b) the exercise by the Assignee
of any rights assigned hereunder shall not release the Assignor from any
of its duties or obligations to any Vendor under any Purchase Agreement
except to the extent that such exercise by the Assignee shall constitute
performance of such duties and obligations, and (c) Assignee shall have
no obligation or liability under any Purchase Agreement by reason of or
arising out of this Agreement or be obligated to perform any obligation
or duty of Assignor under the Purchase Agreements or to make any
payments (other than the obligation of Assignee to pay the purchase
price for the Equipment) or to make any inquiry as to the sufficiency of
any payment received by any Vendor or to present or file any claim or to
take any other action to collect or enforce any claims for any payment
assigned hereunder.
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6. In the event the Assignor notifies Assignee that Assignor has determined
to not lease any of said Equipment from Assignee (whether because of
breach of contract on the part of the Vendor or otherwise), Assignee
hereby automatically reassigns to Assignor, without recourse and without
representation or warrant of any kind whatsoever, the appropriate
contract rights and Purchase Agreements and releases Assignee's
interests therein. Assignee shall thereupon have no further
obligations, responsibilities or liabilities in connection with said
contract rights, Purchase Agreements and/or Equipment and Assignor
hereby agrees to indemnify Assignee and hold Assignee harmless from and
against any and all claims, demands, actions or proceedings arising out
of or in any way relating to said contract rights, Purchase Agreements
and/or the Equipment, by whomsoever asserted, and any and all losses,
damage, obligations, liabilities, costs or expenses (including
attorneys' fees) suffered, paid or incurred by Assignee in connection
therewith.
7. Assignor does hereby constitute, effective as of the time Assignee has
declared the Lease to be in default, the Assignee, its successors and
assigns, the Assignor's true and lawful attorney, irrevocably, with full
power in the name of the Assignor or otherwise, to ask, require, demand,
receive, compound and give acquittance for any and all monies and claims
for money due and to become due under, or arise out of, any Purchase
Agreement, to endorse any checks or other instruments or orders in
connection therewith, or to file any claim or to take any action or
institute any proceedings which the Assignee may deem to be reasonably
necessary or advisable.
8. Assignor does hereby represent and warrant that the Purchase Agreements
are, or will be, in full force and effect and enforceable in accordance
with their terms, except as limited by bankruptcy, insolvency,
reorganization and other similar laws affecting the enforcement of
creditors' rights, and that the Assignor is not, or will not be, in
default thereunder. Assignor does hereby further represent and warrant
that the Assignor has not assigned or pledged any interest in any
Purchase Agreement to any entities or individuals other than the
Assignee, and hereby covenants that it will not assign or pledge, so
long as this Agreement shall remain in effect, the whole or any part of
the rights hereby assigned to any entity or individual other than the
Assignee.
9. Assignor agrees that at any time and from time to time, upon written
request of the Assignee, Assignor shall promptly and duly execute and
deliver any and all such further instruments and documents and take such
further action as the Assignee may reasonably request in order that
Assignee obtain the full benefits of this Agreement.
10. All notices, requests, demands or other communications to or upon the
Assignee and Assignor shall be deemed to have been given or made when
deposited in the mails, postage for certified airmail prepaid or in the
case of telegraphic notice, when delivered to the telegraph company,
addressed to respective addresses contained in the Lease.
11. Neither this Assignment nor any provision hereby may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver
discharge or termination is sought.
12. This Assignment shall be binding upon the Assignor and its successors
and assigns and shall be binding upon and inure to the benefit of the
Assignee and its successors and assigns.
13. This Assignment and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
duly executed with the intent to be legally bound.
ASSIGNEE: PNC LEASING CORP ASSIGNOR: XXXXXXXXX FOODS VENTURE, L.P.
BY: G/W FOODS, INC.,
ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxxx BY: /s/ X. Xxxxxxxxx
-------------------------- -------------------------
Title: Lease Officer Title: President
-------------------------- ----------------------
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