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Exhibit 10.39
2803 Quasi FXD E.S.
EQUIPMENT SCHEDULE
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(Quasi Lease - Fixed Rate)
SCHEDULE NO. E002
LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:
GENERAL ELECTRIC CAPITAL CORPORATION SIGMATRON INTERNATIONAL, INC.
0 XXXXX XXXX XXXXX XXXXX 000 0000 XXXXXXXXX XX.
XXXX VALLEY, MD 00000 XXX XXXXX XXXXXXX, XX 00000
Capitalized terms not defined herein shall have the meanings assigned to them
in the Master Lease Agreement identified above ("AGREEMENT"; said Agreement and
this Schedule being collectively referred to as "LEASE").
A. EQUIPMENT
Pursuant to the terms of the Lease, Xxxxxx agrees to acquire and lease to
Lessee the Equipment listed on Annex A attached hereto and made a part
hereof.
B. FINANCIAL TERMS
1. Advance Rent (if any) $11,796.95.
2. Capitalized Lessor's Cost: $471,651,78.
3. Basic Term Lease Rate Factor: 2,501200.
4. Daily Lease Rate Factor: .0833733.
5. Basic Term (No. of Months): 48.
6. Basic Term Commencement Date:
7. Equipment Location: STANDARD COMPONENTS DE MEXICO, S.A., ACUNA,
MEXICO.
8. Lessee Federal Tax ID No: 000000000.
9. Supplier: VARIOUS.
10. Last Delivery Date: APRIL 1, 1997
11. First Termination or Purchase Date: THIRTY-SIX (36) MONTHS AFTER THE
BASIC TERM COMMENCEMENT DATE.
12. Interest Rate: 9.69% per annum.
13. Xxxxxx agrees and acknowledges that the Capitalized Lessor's Cost of
the Equipment as stated on the Schedule is equal to the fair market
value of the equipment on the date hereof.
14. Option Payment: $1.00
C. TERM AND RENT
1. 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") 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.
2. Basic Term Rent. Commencing 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.
3. 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 10% to account for equipment change orders, equipment returns,
invoicing errors, and similar matters. Xxxxxx acknowledges and agrees
that the Rent shall be adjusted as a result of such change in the
Capitalized Lessor's Cost (pursuant to paragraphs 1 and 2 above). Lessor
shall send Lessee a written notice stating the final Capitalized Lessor's
Cost, if different from that disclosed on this Schedule.
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ADDENDUM NO. 001
TO SCHEDULE NO. EE02
TO MASTER LEASE AGREEMENT
THIS ADDENDUM ("Addendum") amends and supplements the above referenced
Schedule ("SCHEDULE") between GENERAL ELECTRIC CAPITAL CORPORATION ("LESSOR"),
and SIGMATRON INTERNATIONAL, INC. ("LESSOR"), and is hereby incorporated into
the Schedule as though fully set forth therein. Capitalized terms not
otherwise defined herein shall have the meaning set forth in the Lease .
1. Xxxxxx hereby irrevocably agrees to purchase the equipment upon the
expiration of the Basic Term. Lessee shall pay the Lessor the purchase price
$1.00 in cash for the Equipment, on or at lease expiration.
2. The Equipment shall be sold to Lessee and possession made available to
Lessee "As-is and "Where-is"; Lessor will not make any representation or
warranty, express or implied, including, but not limited to any warranty as to
fitness for any particular or other purpose, merchantability, or patent
infringement, except that Lessor shall have the right to sell the Equipment and
shall transfer to Lessee good title free and clear of any superior lien or
encumbrance created by Lessor. Lessee is liable for any taxes payable as a
result of this sale.
Except as expressly modified hereby, all terms and provisions of the Lease
shall remain in full force and effect. This Addendum is not binding nor
effective with respect to the Lease of the Equipment until executed on behalf
of Xxxxxx and Xxxxxx by authorized representatives of Lessor and Xxxxxx,
respectively.
IN WITNESS WHEREOF, Xxxxxx and Xxxxxx have caused this Addendum to be
executed by their duly authorized representatives as of the Late first above
written.
LESSOR: LESSEE:
General Electric Capital Corporation SigmaTron International, Inc.
By:
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Name:
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Title:
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Attest:
By:
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ANNEX B
TO
SCHEDULE NO. E002
TO MASTER LEASE AGREEMENT
BILL OF SALE
SIGMATRON INTERNATIONAL INC. (the "Seller"), in consideration of the sum of
FOUR HUNDRED SEVENTY ONE THOUSAND SIX HUNDRED FIFTY ONE AND 78/100 DOLLARS
($471,651.78) Plus sales taxes in the amount of ZERO DOLLARS (0.00) if
exemption from sales tax is claimed, an exemption certificate must be furnished
to Buyer herewith), paid by GENERAL ELECTRIC CAPITAL CORPORATION (the "BUYER"),
receipt of which is acknowledged, hereby grants, sells, assigns, transfers and
delivers to Buyer the equipment (the "EQUIPMENT") described in the above
schedule (said schedule and related lease being collectively referred to as
"LEASE"), along with whatever claims and rights Seller may have against the
manufacturer and/or supplier of the Equipment (the "SUPPLIER"), including but
not limited to all warranties and representations. At Buyer's request, Seller
will cause Supplier to execute the attached Acknowledgment.
Buyer is purchasing the Equipment for leasing back to Seller pursuant to the
Lease. Seller represents and warrants to Buyer that (1) Buyer will acquire by
the terms of this Bill of Sale good title to the Equipment free form all liens
and encumbrances whatsoever; (2) Seller has the right to sell the Equipment;
and (3) the Equipment has been delivered to Seller in good order and condition,
and conforms to the specifications, requirements and standards applicable
thereto; and (4) the equipment has been accurately labeled, consistent with the
requirements of 40 CFR part 82 Subpart E, with respect to products manufactured
with a controlled (ozone-depleting) substance.
Seller agrees to save and hold harmless Buyer from and against any and all
federal, state, municipal and local license fees and taxes of any kind or
nature, including, without limiting the generality of the foregoing, any and
all excise, personal property, use and sales taxes, and from and against any
and all liabilities, obligations, losses, damages, penalties, claims, actions
and suits resulting therefrom and imposed upon, incurred by or asserted against
Buyer as a consequence of the sale of the Equipment to Buyer.
SELLER:
SIGMATRON INTERNATIONAL, INC.
By:
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Title:
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ANNEX C
TO
SCHEDULE NO. E002
TO MASTER LEASE AGREEMENT
CERTIFICATE OF ACCEPTANCE
To: General Electric Capital Corporation ("LESSOR")
Pursuant to the provisions of the above schedule and lease (collectively,
the "LEASE"), Lessee hereby certifies and warrants that (a) all Equipment
listed in the related invoices is in good condition and appearance, installed
(if applicable), and in working order; and (b) Lessee accepts the Equipment for
all purposes of the Lease and all attendant documents.
Lessee does further certify that as of the date hereof (I) Lessee is not
in default under the Lease; and (ii) the representations and warranties made by
Lessee pursuant to or under the Lease are true and correct on the date hereof.
By:
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Title:
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Dated:
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PAYMENT AUTHORIZATION
General Electric Capital Corporation
0 Xxxxx Xxxx Xxxxx Xxxxx 000
Xxxx Xxxxxx, XX 00000
You are hereby authorized to pay the proceeds from our sale to you of
certain Equipment as evidenced on the attached Bill of Sale to the following
parties in the amount(s) designated below.
SigmaTron International Inc.
0000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000 $471,651.78
Reimbursement of funds previously paid described on Annex A attached
hereto and made a part hereof
Very truly yours,
SigmaTron International, Inc.
By:
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Title:
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Dated:
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