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Exhibit 10(p)(1)
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MACHINE TOOLS EQUIPMENT SCHEDULE
SCHEDULE NO. 018
DATED THIS November 1, 1997
TO MASTER LEASE AGREEMENT
DATED AS OF August 21, 1989
Lessor & Mailing Address: Lessee & Mailing Address:
General Electric Capital Corporation Autocam Corporation
0000 Xxxxxx Xxxxxxx/Xxxx 00 Xxxxxx Xxxx/Xxxx, Xxxxx 000 0000 X. Xxxxx Xxxxxx
Xxxx Xxxx, XX 00000 Xxxxxxxx, XX 00000
Capitalized terms not defined herein shall have the meanings assigned to them
in the Master Lease Agreement identified above ("Agreement"; the Agreement as
it relates to this Schedule, together with this Schedule being collectively
referred to as "Lease").
A. Equipment: Subject to the terms and conditions of the Lease, Lessor
agrees to Lease to Lessee the Equipment described below (the
"Equipment").
Number Capitalized Lessors
of Units Cost Per Unit Manufacturer Serial Numbers Model and Type of Equipment
-------- ------------- ------------ -------------- ---------------------------
1 $290,060.00 Tornos Xxxxxxx T.60704 BS-20B Multi Spindle
Automatic Screw Machine
Equipment immediately listed above is located at: 0000 X. Xxxxx Xxxxxx,
Xxxxxxxx, Xxxx Xxxxxx, XX 00000
B. Financial Terms
1. Advance Rent (if any): $ 3,500.36. 5. Basic Term Commencement Date: November 1, 1997.
2. Capitalized Lessor's Cost: $290,060.00. 6. Lessee Federal Tax ID No.: 00-0000000.
3. Basic Term (No. of Months): 96 Months. 7. Last Delivery Date: November 1, 1997.
4. Basic Term Lem Rate Factor: .01206771. 8. Daily Lease Rate Factor: .000402.
9. First Termination Date: Thirty-six (36) months after the Basic Term
Commencement Date.
10. Interim Rent: For the period from and including the Lease Commencement
Date to the Basic Term Commencement Date ("Interim Period"), Lessee shall
pay as rent ("Interim Rent") for each unit of Equipment, the product of
the Daily Lease Rate Factor times the Capitalized Lessor's Cost of such
unit times the number of days in the Interim Period. Interim Rent shall
be due on Not Applicable.
11. Basic Term Rent. Commencing on November 1, 1997 and on the same day of
each month thereafter (each, a "Rent Payment Date") during the Basic
Term, Lessee shall pay as rent ("Basic Term Rent") the product of the
Basic Term Lease Rate Factor times the Capitalized Lessor's Cost of all
Equipment on this Schedule.
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12. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably
authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by
no more than ten percent (10%) to account for equipment change orders,
equipment returns, invoicing errors and similar matters. Lessee
acknowledges and agrees that the Rent shall be adjusted as a result of
such change in the Capitalized Lessor's Cost. Lessor shall send Lessee a
written notice stating the final Capitalized Lessor's Cost, if different
from that disclosed on this Schedule.
C. Tax Benefits. Depreciation Deductions:
1. Depreciation method is the 200% declining balance method, switching
to straight line method for the 1st taxable year for which using the
straight line method with respect to the adjusted basis as of the
beginning of such year will yield a larger allowance.
2. Recovery Period: Seven (7) Years.
3. Basis: 100% of Capitalized Lessors Cost.
D. Property Tax
APPLICABLE TO EQUIPMENT LOCATED IN KENTWOOD, MI: Lessee agrees that it
will (a) list all such Equipment, (b) report all property taxes assessed
against such Equipment and (c) pay all such taxes when due directly to
the appropriate taxing authority until Lessor shall otherwise direct in
writing. Upon request of Lessor, Lessee shall promptly provide proof of
filing and proof of payment to Lessor.
Lessor may notify Lessee (and Lessee agrees to follow such notification)
regarding any changes in property tax reporting and payment
responsibilities.
E. Insurance
1. Public Liability: At least $1,000,000 total liability per
occurrence.
2. Casualty and Property Damage: An amount equal to the higher of the
Stipulated Loss Value or the full replacement cost of the
Equipment.
F. Article 2A Notice
IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM
COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES
THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A)
THE PERSON(S) SUPPLYING THE EQUIPMENT IS Tornos Technologies (THE
"SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES,
INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY
SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS
PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH
RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND
RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND
WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF
REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES
ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND
ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY
LIMIT OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES UNDER SECTION XII OF
THE AGREEMENT.
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G. Stipulated Loss and Termination Value Table*
Rental Termination Stipulated Loss Rental Termination Stipulated Loss
Number Value % Value % Number Value % Value %
1 100.705 103.725 49 66.286 70.296
2 100.169 103.209 50 65.417 69.447
3 99.613 102.674 51 64.542 68.593
4 99.051 102.132 52 63.661 67.733
5 98.483 101.585 53 62.772 66.865
6 97.905 101.029 54 61.879 65.992
7 97.319 100.463 55 60.980 65.114
8 96.724 99.889 56 60.076 64.230
9 96.120 99.305 57 59.167 63.342
10 95.510 98.715 58 58.251 62.446
11 94.890 98.117 59 57.329 61.545
12 94.262 97.509 60 56.402 60.639
13 93.627 96.895 61 55.468 59.726
14 92.994 96.272 62 54.529 58.807
15 92.331 95.639 63 53.584 57.883
16 91.672 95.001 64 52.633 56.952
17 91.007 94.357 65 51.674 56.014
18 90.334 93.705 66 50.709 55.070
19 89.655 93.046 67 49.739 54.120
20 88.969 92.380 68 48.764 53.166
21 88.275 91.707 69 47.783 52.205
22 87.575 91.028 70 46.795 51.238
23 86.868 90.342 71 45.801 50.264
24 86.154 89.648 72 44.801 49.286
25 85.433 88.948 73 43.794 48.299
26 84.705 88.241 74 42.782 47.308
27 83.970 87.527 75 41.764 46.310
28 83.229 86.806 76 40.738 45.305
29 82.481 86.079 77 39.705 44.293
30 81.728 85.346 78 38.668 43.276
31 90.968 84.607 79 37.626 42.255
32 80.203 83.862 80 36.580 41.229
33 79.432 83.112 81 35.529 40.199
34 78.655 82.355 82 34.471 39.161
35 77.871 81.592 83 33.408 38.119
36 77.082 80.824 94 32.340 37.072
37 76.286 90.049 85 31.265 36.018
38 75.484 79.268 86 30.185 34.959
39 74.677 78.480 87 29.101 33.895
40 73.862 77.687 88 28.009 32.823
41 73.042 76.886 89 26.909 31.744
42 72.216 76.081 90 25.811 30.666
43 71.385 75.271 91 24.714 29.590
44 70.549 74.456 92 23.618 28.515
45 69.708 73.636 93 22.524 27.441
46 68.861 72.809 94 21.422 26.360
47 68.008 71.977 95 20.321 25.279
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Rental Termination Stipulated Loss Rental Termination Stipulated Loss
Number Value % Value % Number Value % Value %
49 67.151 71.140 96 19.221 24.200
*The Stipulated Loss Value of Termination Value for any unit of Equipment
shall be the Capitalized Lessor's Cost of such unit multiplied by the
appropriate percentage derived from the above table. In the event that
the Lease is for any reason extended, then the last percentage figure
shown above shall control throughout any such extended term.
H. Modifications and Additions for This Schedule Only
For purposes of this Schedule only, the Agreement is amended as follows:
1. Section I(a) of the Agreement is hereby deleted in its entirety and
the following substituted in its stead:
Subject to the terms and conditions set forth below, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, the
equipment ("Equipment") described in Annex A to any schedule hereto
("Schedule") or, if applicable, to Section A of any Schedule. Terms
defined in a Schedule and not otherwise defined herein shall have the
meanings ascribed to them in such Schedule.
2. EQUIPMENT SPECIFIC PROVISIONS
RETURN PROVISIONS: In addition to the provisions provided for in
Section XI of the Lease ("Return of Equipment"), and provided that
Lessee has elected not to exercise its option to purchase the
Equipment, Lessee shall, at its expense:
(a) Provide to Lessor at least two hundred forty (240) days prior to
the expiration of the Lease a detailed inventory of all
components of the Equipment with consideration to the conditions
set forth in Section VII ("Service") of the Lease. The inventory
should include but not be limited to a detailed listing of all
items of the Equipment by both the model and serial number for
all components comprising this Agreement.
(b) Ensure that the Equipment is returned to Lessor as follows: (i)
all operating and application specific software used to control
the machine will be updated to the most current release
available from the manufacturer; (ii) all batteries for control
memories must be My charged; (iii) any tooling and/or grinding
wheels returned to Lessor at lease termination should be
identical to those on the original invoice.
(c) At least ninety (90) days prior to the expiration of the Lean:
(i) and upon receiving reasonable notice by Lessor, make the
Equipment available for operational inspections (where
applicable) by potential purchasers; (ii) cause the
Manufacturer(s), or other persons expressly authorized by the
Manufacturer and/or Lessor (the "Authorized Inspector"), to
inspect, examine and test all material and workmanship to ensure
the Equipment is operating within the manufacturer's
specifications; (iii) provide to Lessor a written report from
the Authorized Inspector detailing said inspection and condition
of the Equipment; (iv) if during such inspection, examination
and test, the Authorized Inspector finds any of the material or
workmanship to be defective or the equipment not operating
within the manufacturer's specifications, then Lessee shall
repair or replace such defective material and, after corrective
measures are completed Lessee will provide for another
inspection of die equipment by the Authorized Inspector as
outlined above.
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(d) At least forty-five (45) days prior to the expiration of the
Lease and upon request by Lessor provide, or cause the
Manufacturer(s) to provide to Lessor, the following documents:
(i) one set of service and operating manuals including
replacements and/or additions hereto, such that all
documentation is completely up to date; (ii) one set of
documents detailing equipment configuration, operating
requirements, maintenance records, and other technical data
concerning die set-up and operation of the Equipment including
replacements and additions thereto, such that all documentation
is completely up to date.
(e) Provide for the de-installation, packing and transporting of the
Equipment to include, but not limited to the following: (i) the
manufacturer's representative shall de-install all Equipment
(including all wire, cable and mounting hardware); (ii) all
process fluids shall be removed from the Equipment and disposed
of in accordance with then current waste disposal laws and
regulations including regulations specified by the Environmental
Protection Agency (EPA) and related government agencies; (iii)
dismantling and handling is to be done per the original
manufacturer's specifications or normal industry accepted
practices for new machines must be followed. Any special
transportation devices such as metal skids, lifting slings,
brackets, etc., which were with the machine when it originally
arrived must be used; (iv) all keys belonging to the Equipment
are to be wired together and secured to a major component of d
machine; (v) Lessee shall provide for transportation of the
Equipment in a manner consistent with die manufacture's
recommendations and practices to any locations within the
continental United States as Lessor shall direct, and shall have
the Equipment unloaded at such locations; (vi) Lessee shall
obtain and pay for a policy of await insurance for the delivery
period in an amount equal to the replacement value of the
Equipment with the Lessor named as loss payee on all such
policies of insurance; (vii) Lessee shall provide safe, secure
storage for the Equipment for a period of up to one hundred
twenty (120) days after expiration or early termination of the
Lean at an accessible location satisfactory to Lessor.
(f) Provide that all Equipment will be cleaned and cosmetically
acceptable (free from all Lessee installed markings), and in
such condition so that it may be immediately installed and
placed into use in a similar operating environment.
(g) Ensure all Equipment and equipment operations conform to all
applicable local, state, EPA, and federal laws, health and
safety guidelines.
(h) Lessor has the right to attempt resale of the Equipment from
Lessee's facility with the Lessee's 6A cooperation and
assistance, for a period of one hundred twenty (120) days from
the expiration of the Lease. During this period, the equipment
must remain operational with die necessary electrical power,
lighting, heat, water, lubricating fluids, air pollution
controls and compressed air necessary to maintain and
demonstrate the Equipment to any potential buyer.
3. LEASE TERM OPTIONS
Early Lease Term Options - The Lease is amended by adding the
following thereto: EARLY PURCHASE OPTION:
(a) Provided that the Lease has not been earlier terminated and
provided further that Lessee is not in default under the Lease
or any other agreement between Lessor and Lessee. Lessee may,
UPON AT LEAST 30 DAYS BUT NO MORE THAN 270 DAYS PRIOR WRITTEN
NOTICE TO LESSOR OF LESSEE'S IRREVOCABLE ELECTION TO EXERCISE
SUCH OPTION, purchase on an AS IS BASIS all (but not less than
all) of the Equipment listed and described in this Schedule on
the rent payment date (the "Early Purchase Date") which is 72
months from the Basic Term Commencement Date for a price equal
to FORTY-THREE AND 794/100 percent (43.794%) of the Capitalized
Lessor's Cost (the "FMV Early Option Price"), plus all
applicable sales taxes.
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Lessor and Lessee agree that the FMV Early Option Price is a
reasonable prediction of the Fair Market Value (as such term is
defined in Section XIX(b) hereof) of the Equipment at the time
the option is exercisable. Lessor and Lessee agree that if
Lessee makes any non-severable improvement to the Equipment
which increases the value of the Equipment and is not required
or permitted by Sections VII or XI of the Lease prior to lease
expiration, then at the time of such option being exercised,
Lessor and Lessee shall adjust the purchase price to reflect any
addition to the price anticipated to result from such
improvement. (The purchase option granted by this subsection
shall be referred to herein as the "Early Purchase Option".)
(b) If Lessee exercises its Early Purchase Option with respect to
the Equipment leased hereunder, then on the Early Purchase
Option Date, Lessee shall pay to Lessor any Rent and other sums
due and unpaid on the Early Purchase Option Date and Lessee
shall pay die FMV Early Option Price, plus all applicable sales
taxes, to Lessor in cash.
I. Payment Authorization
You are hereby irrevocably authorized and directed to deliver and apply
the proceeds due under this Schedule as follows:
Company Name Address Amount
Tornos Technologies 00 Xxxxxx Xxxx $290,060.00
Xxxxxxxxxx, XX00000
This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned financing.
Pursuant to the provisions of the lease, as it relates to this Schedule,
Lessee hereby certifies and warrants that (i) all Equipment listed above has
been delivered and installed (if applicable) as of the date stated above; (ii)
Lessee has inspected the Equipment, and all such testing as it deems necessary
has been performed by Lessee, Supplier or the manufacturer; and (iii) Lessee
accepts the Equipment for all purposes of the Lease, the purchase documents and
all attendant documents.
Lessee does further certify, and Lessor hereby waives any requirement of
a separate Certificate of Acceptance, that as of the date hereof (i) Lessee is
not in default under the Lease; (ii) the representations and warranties made by
Lessee pursuant to or under the Lease are true and correct on the date hereof
and (iii) Lessee has reviewed and approves of the purchase documents for the
Equipment, if any.
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not binding or
effective with respect to the Agreement or Equipment until executed on behalf of
Lessor and Lessee by authorized representatives of Lessor and Lessee,
respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of die date first above
written.
LESSOR: LESSEE:
General Electric Capital Corporation Autocam Corporation
By: \s\ Xxxxx Xxxxxx By: \s\ Xxxxxx X. Xxxxxxx
------------------ -----------------------
Name: Xxxxx Xxxxxx Name: Xxxxxx Xxxxxxx
Title: Region Credit Analyst Title: Treasurer
Attest
By: \s\ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
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