MASTER LEASE AGREEMENT
MASTER LEASE AGREEMENT (the "Master Lease") dated February 17, 1999 by and
between COMDISCO, INC. ("Lessor") and SILICON IMAGE, INC. ("Lessee"). IN
CONSIDERATION of the mutual agreements described below, the parties agree as
follows (all capitalized terms are defined in Section 14.18):
1. PROPERTY LEASED.
Lessor leases to Lessee all of the Equipment described on each Summary
Equipment Schedule. In the event of a conflict, the terms of the applicable
Schedule prevail over this Master Lease.
2. TERM.
On the Commencement Date, Lessee will be deemed to accept the Equipment, will
be bound to its rental obligations for each item of Equipment and the term of
a Summary Equipment Schedule will begin and continue through the Initial Term
and thereafter until terminated by either party upon prior written notice
received during the Notice Period. No termination may be effective prior to
the expiration of the Initial Term.
3. RENT AND PAYMENT.
Rent is due and payable in advance on the first day of each Rent Interval at
the address specified in Lessor's invoice. Interim Rent is due and payable
when invoiced. If any payment is not made when due, Lessee will pay a Late
Charge on the overdue amount. Upon Lessee's execution of each Schedule,
Lessee will pay Lessor the Advance specified on the Schedule. The Advance
will be credited towards the final Rent payment if Lessee is not then in
default. No interest will be paid on the Advance.
4. SELECTION; WARRANTY AND DISCLAIMER OF WARRANTIES.
4.1 SELECTION. Lessee acknowledges that it has selected the Equipment
and disclaims any reliance upon statements made by the Lessor, other than as
set forth in the Schedule.
4.2 WARRANTY AND DISCLAIMER OF WARRANTIES. Lessor warrants to Lessee
that, so long as Lessee is not in default, Lessor will not disturb Lessee's
quiet and peaceful possession, and unrestricted use of the Equipment. To the
extent permitted by the manufacturer, Lessor assigns to Lessee during the
term of the Summary Equipment Schedule any manufacturer's warranties for the
Equipment. LESSOR MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED AS TO ANY MATTER
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY OF THE
EQUIPMENT OR ITS FITNESS FOR A PARTICULAR PURPOSE. Lessor is not responsible
for any liability, claim, loss, damage or expense of any kind (including
strict liability in tort) caused by the Equipment except for any loss or
damage caused by the willful misconduct or negligent acts of Lessor. In no
event is Lessor responsible for special, incidental or consequential damages.
5. TITLE; RELOCATION OR SUBLEASE; AND ASSIGNMENT.
5.1 TITLE. Lessee holds the Equipment subject and subordinate to the
rights of the
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Owner, Lessor, any Assignee and any Secured Party. Lessee authorizes Lessor,
as Lessee's agent, and at Lessor's expense, to prepare, execute and file in
Lessee's name precautionary Uniform Commercial Code financing statements
showing the interest of the Owner, Lessor, and any Assignee or Secured Party
in the Equipment and to insert serial numbers in Summary Equipment Schedules
as appropriate. Lessee will, at its expense, keep the Equipment free and
clear from any liens or encumbrances of any kind (except any caused by
Lessor) and will indemnify and hold the Owner, Lessor, any Assignee and
Secured Party harmless from and against any loss caused by Lessee's failure
to do so, except where such is caused by Lessor.
5.2 RELOCATION OR SUBLEASE. Upon prior written notice, Lessee may
relocate Equipment to any location within the continental United States
provided (i) the Equipment will not be used by an entity exempt from federal
income tax, and (ii) all additional costs (including any administrative fees,
additional taxes and insurance coverage) are reconciled and promptly paid by
Lessee.
Lessee may sublease the Equipment upon the reasonable consent of the Lessor
and the Secured Party. Such consent to sublease will be granted if: (i)
Lessee meets the relocation requirements set out above, (ii) the sublease is
expressly subject and subordinate to the terms of the Schedule, (iii) Lessee
assigns its rights in the sublease to Lessor and the Secured Party as
additional collateral and security, (iv) Lessee's obligation to maintain and
insure the Equipment is not altered, (v) all financing statements required to
continue the Secured Party's prior perfected security interest are filed, and
(vi) Lessee executes sublease documents acceptable to Lessor.
No relocation or sublease will relieve Lessee from any of its obligations
under this Master Lease and the relevant Schedule.
5.3 ASSIGNMENT BY LESSOR. The terms and conditions of each Schedule have
been fixed by Lessor in order to permit Lessor to sell and/or assign or
transfer its interest or grant a security interest in each Schedule and/or
the Equipment to a Secured Party or Assignee. In that event, the term Lessor
will mean the Assignee and any Secured Party. However, any assignment, sale,
or other transfer by Lessor will not relieve Lessor of its obligations to
lessee and will not materially change Lessee's duties or materially increase
the burdens or risks imposed on Lessee. The Lessee consents to and will
increase acknowledge such assignments in a written notice given to Lessee.
Lessee also agrees that:
(a) The Secured Party will be entitled to exercise all of Lessor's
rights, but will not be obligated to perform any of the obligations of
Lessor. The Secured Party will not disturb Lessee's quiet and peaceful
possession and unrestricted use of the Equipment so long as Lessee is not in
default and the Secured Party continues to receive all Rent payable under the
Schedule; and
(b) Lessee will pay all Rent and all other amounts payable to the
Secured Party, despite any defense or claim which it has against Lessor.
Lessee reserves its right to have recourse directly against Lessor for any
defense or claim;
(c) Subject to and without impairment of Lessee's leasehold rights in the
Equipment,
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Lessee holds the Equipment for the Secured Party to the extent of the Secured
Party's rights in that Equipment.
6. NET LEASE; TAXES AND FEES.
6.1 NET LEASE. Each Summary Equipment Schedule constitutes a net lease.
Lessee's obligation to pay Rent and all other amounts due hereunder is
absolute and unconditional and is not subject to any abatement, reduction,
set-off, defense, counterclaim, interruption, deferment or recoupment for any
reason whatsoever.
6.2 TAXES AND FEES. Lessee will pay when due or reimburse Lessor for all
taxes, fees or any other charges (together with any related interest or
penalties not arising from the negligence of Lessor) accrued for or arising
during the term of each Summary Equipment Schedule against Lessor, Lessee or
the Equipment by any governmental authority (except only Federal, state,
local and franchise taxes on the capital or the net income of Lessor). Lessor
will file all personal property tax returns for the Equipment and pay all
such property taxes due. Lessee will reimburse Lessor for property taxes
within thirty (30) days of receipt of an invoice.
7. CARE, USE AND MAINTENANCE; INSPECTION BY LESSOR.
7.1 CARE, USE AND MAINTENANCE. Lessee will maintain the Equipment in
good operating order and appearance, protect the Equipment from
deterioration, other than normal wear and tear, and will not use the
Equipment for any purpose other than that for which it was designed. If
commercially available and considered common business practice for each item
of Equipment, Lessee will maintain in force a standard maintenance contract
with the manufacturer of the Equipment, or another party acceptable to
Lessor, and will provide Lessor with a complete copy of that contract. If
Lessee has the Equipment maintained by a party other than the manufacturer or
self maintains, Lessee agrees to pay any costs necessary for the manufacturer
to bring the Equipment to then current release, revision and engineering
change levels, and to re-certify the Equipment as eligible for manufacturer's
maintenance at the expiration of the lease term, provided re-certification is
available and is required by Lessor. The lease term will continue upon the
same terms and conditions until recertification has been obtained.
7.2 INSPECTION BY LESSOR. Upon reasonable advance notice, Lessee, during
reasonable business hours and subject to Lessee's security requirements, will
make the Equipment and its related log and maintenance records available to
Lessor for inspection.
8. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee hereby represents,
warrants and covenants that with respect to the Master Lease and each
Schedule executed hereunder:
(a) The Lessee is a corporation duly organized and validly existing in
good standing under the laws of the jurisdiction of its incorporation, is
duly qualified to do business in each jurisdiction (including the
jurisdiction where the Equipment is, or is to be, located) where its
ownership or lease of property or the conduct of its business requires such
qualification, except for where such lack of qualification would not have a
material adverse effect on the Company's business; and has full corporate
power and
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authority to hold property under the Master Lease and each Schedule and to
enter into and perform its obligations under the Master Lease and each
Schedule.
(b) The execution and delivery by the Lessee of the Master Lease and
each Schedule and its performance thereunder have been duly authorized by all
necessary corporate action on the part of the Lessee, and the Master Lease
and each Schedule are not inconsistent with the Lessee's Articles of
Incorporation or Bylaws, do not contravene any law or governmental rule,
regulation or order applicable to it, do not and will not contravene any
provision of, or constitute a default under, any indenture, mortgage,
contract or other instrument to which it is a party or by which it is bound,
and the Master Lease and each Schedule constitute legal, valid and binding
agreements of the Lessee, enforceable in accordance with their terms, subject
to the effect of applicable bankruptcy and other similar laws affecting the
rights of creditors generally and rules of law concerning equitable remedies.
(c) There are no actions, suits, proceedings or patent claims pending
or, to the knowledge of the Lessee, threatened against or affecting the
Lessee in any court or before any governmental commission, board or authority
which, if adversely determined, will have a material adverse effect on the
ability of the Lessee to perform its obligations under the Master Lease and
each Schedule.
(d) The Equipment is personal property and when subjected to use by the
Lessee will not be or become fixtures under applicable law.
(e) The Lessee has no material liabilities or obligations, absolute or
contingent (individually or in the aggregate), except the liabilities and
obligations of the Lessee as set forth in the Financial Statements and
liabilities and obligations which have occurred in the ordinary course of
business, and which have not been, in any case or in the aggregate,
materially adverse to Lessee's ongoing business.
(f) To the best of the Lessee's knowledge, the Lessee owns, possesses,
has access to, or can become licensed on reasonable terms under all patents,
patent applications, trademarks, trade names, inventions, franchises,
licenses, permits, computer software and copyrights necessary for the
operations of its business as now conducted, with no known infringement of,
or conflict with, the rights of others.
(g) All material contracts, agreements and instruments to which the
Lessee is a party are in full force and effect in all material respects, and
are valid, binding and enforceable by the Lessee in accordance with their
respective terms, subject to the effect of applicable bankruptcy and other
similar laws affecting the rights of creditors generally, and rules of law
concerning equitable remedies.
9. DELIVERY AND RETURN OF EQUIPMENT.
Lessee hereby assumes the full expense of transportation and in-transit
insurance to Lessee's premises and installation thereat of the Equipment.
Upon termination (by expiration or otherwise) of each Summary Equipment
Schedule, Lessee shall, pursuant to Lessor's instructions and at Lessee's
full expense (including, without limitation, expenses of transportation and
in-transit insurance), return the Equipment to Lessor in the same operating
order, repair,
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condition and appearance as when received, less normal depreciation and wear
and tear. Lessee shall return the Equipment to Lessor at 0000 Xxxxx Xxxxx
Xxxx, Xxxxxxxx, Xxxxxxxx 00000 or at such other address within the
continental United States as directed by Lessor, provided, however, that
Lessee's expense shall be limited to the cost of returning the Equipment to
Lessor's address as set forth herein. During the period subsequent to receipt
of a notice under Section 2, Lessor may demonstrate the Equipment's operation
in place and Lessee will supply any of its personnel as may reasonably be
required to assist in the demonstrations.
10. LABELING.
Upon request, Lessee will xxxx the Equipment indicating Lessor's interest
with labels provided by Lessor. Lessee will keep all Equipment free from any
other marking or labeling which might be interpreted as a claim of ownership.
11. INDEMNITY.
With regard to bodily injury and property damage liability only, Lessee will
indemnify and hold Lessor, any Assignee and any Secured Party harmless from
and against any and all claims, costs, expenses, damages and liabilities,
including reasonable attorneys' fees, arising out of the ownership (for
strict liability in tort only), selection, possession, leasing, operation,
control, use, maintenance, delivery, return or other disposition of the
Equipment during the term of this Master Lease or until Lessee's obligations
under the Master Lease terminate. However, Lessee is not responsible to a
party indemnified hereunder for any claims, costs, expenses, damages and
liabilities occasioned by the negligent acts of such indemnified party.
Lessee agrees to carry bodily injury and property damage liability insurance
during the term of the Master Lease in amounts and against risks customarily
insured against by the Lessee on equipment owned by it. Any amounts received
by Lessor under that insurance will be credited against Lessee's obligations
under this Section.
12. RISK OF LOSS.
Effective upon delivery and until the Equipment is returned, Lessee relieves
Lessor of responsibility for all risks of physical damage to or loss or
destruction of the Equipment. Lessee will carry casualty insurance for each
item of Equipment in an amount not less than the Casualty Value. All policies
for such insurance will name the Lessor and any Secured Party as additional
insured and as loss payee, and will provide for at least thirty (30) days
prior written notice to the Lessor of cancellation or expiration, and will
insure Lessor's interests regardless of any breach or violation by Lessee of
any representation, warranty or condition contained in such policies and will
be primary without right of contribution from any insurance effected by
Lessor. Upon the execution of any Schedule, the Lessee will furnish
appropriate evidence of such insurance acceptable to Lessor.
Lessee will promptly repair any damaged item of Equipment unless such
Equipment has suffered a Casualty Loss. Within fifteen (15) days of a
Casualty Loss, Lessee will provide written notice of that loss to Lessor and
Lessee will, at Lessee's option, either (a) replace the item of Equipment
with Like Equipment and marketable title to the Like Equipment will
automatically vest in Lessor or (b) pay the Casualty Value and after that
payment and the payment of all other
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amounts due and owing with respect to that item of Equipment, Lessee's
obligation to pay further Rent for the item of Equipment will cease.
13. DEFAULT, REMEDIES AND MITIGATION.
13.1 DEFAULT. The occurrence of any one or more of the following Events
of Default constitutes a default under a Summary Equipment Schedule:
(a) Lessee's failure to pay Rent or other amounts payable by Lessee when
due if that failure continues for five (5) business days after written
notice; or
(b) Lessee's failure to perform any other term or condition of the
Schedule or the material inaccuracy of any representation or warranty made by
the Lessee in the Schedule or in any document or certificate furnished to the
Lessor hereunder if that failure or inaccuracy continues for ten (10)
business days after written notice; or
(c) An assignment by Lessee for the benefit of its creditors, the
failure by Lessee to pay its debts when due, the insolvency of Lessee, the
filing by Lessee or the filing against Lessee of any petition under any
bankruptcy or insolvency law or for the appointment of a trustee or other
officer with similar powers, the adjudication of Lessee as insolvent, the
liquidation of Lessee, or the taking of any action for the purpose of the
foregoing; or
(d) The occurrence of an Event of Default under any Schedule, Summary
Equipment Schedule or other agreement between Lessee and Lessor or its
Assignee or Secured Party.
13.2 REMEDIES. Upon the occurrence of any of the above Events of Default,
Lessor, at its option, may:
(a) enforce Lessee's performance of the provisions of the applicable
Schedule by appropriate court action in law or in equity;
(b) recover from Lessee any damages and or expenses, including Default
Costs;
(c) with notice and demand, recover all sums due and accelerate and
recover the present value of the remaining payment stream of all Rent due
under the defaulted Schedule (discounted at the same rate of interest at
which such defaulted Schedule was discounted with a Secured Party plus any
prepayment fees charged to Lessor by the Secured Party or, if there is no
Secured Party, then discounted at 6%) together with all Rent and other
amounts currently due as liquidated damages and not as a penalty;
(d) with notice and process of law and in compliance with Lessee's
security requirements, Lessor may enter on Lessee's premises to remove and
repossess the Equipment without being liable to Lessee for damages due to the
repossession, except those resulting from Lessor's, its assignees', agents'
or representatives' negligence; and
(e) pursue any other remedy permitted by law or equity.
The above remedies, in Lessor's discretion and to the extent permitted by
law, are cumulative and may be exercised successively or concurrently.
13.3 MITIGATION. Upon return of the Equipment pursuant to the terms of
Section 13.2, Lessor will use its best efforts in accordance with its normal
business procedures (and without obligation to give
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any priority to such Equipment) to mitigate Lessor's damages as described
below. EXCEPT AS SET FORTH IN THIS SECTION, LESSEE HEREBY WAIVES ANY RIGHTS
NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY REQUIRE LESSOR
TO MITIGATE ITS DAMAGES OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES STATED
HEREIN. Lessor may sell, lease or otherwise dispose of all or any part of the
Equipment at a public or private sale for cash or credit with the privilege
of purchasing the Equipment. The proceeds from any sale, lease or other
disposition of the Equipment are defined as either:
(a) if sold or otherwise disposed of, the cash proceeds less the Fair
Market Value of the Equipment at the expiration of the Initial Term less the
Default Costs; or
(b) if leased, the present value (discounted at 3 percent (3%) over the
U.S. Treasury Notes of comparable maturity to the term of the re-lease) of
the rentals for a term not to exceed the Initial Term, less the Default Costs.
Any proceeds will be applied against liquidated damages and any other sums
due to Lessor from Lessee. However, Lessee is liable to Lessor for, and
Lessor may recover, the amount by which the proceeds are less than the
liquidated damages and other sums due to Lessor from Lessee.
14. ADDITIONAL PROVISIONS.
14.1 BOARD ATTENDANCE. One representative of Lessor will have the right
to attend Lessee's corporate Board of Directors meetings and Lessee will give
Lessor reasonable notice in advance of any special Board of Directors
meeting, which notice will provide an agenda of the subject matter to be
discussed at such board meeting. Lessee will provide Lessor with a certified
copy of the minutes of each Board of Directors meeting within thirty (30)
days following the date of such meeting held during the term of this Master
Lease.
14.2 FINANCIAL STATEMENTS. As soon as practicable at the end of each
month (and in any event within thirty (30) days), Lessee will provide to
Lessor the same information which Lessee provides to its Board of Directors,
but which will include not less than a monthly income statement, balance
sheet and statement of cash flows prepared in accordance with generally
accepted accounting principles, consistently applied (the "Financial
Statements"). As soon as practicable at the end of each fiscal year, Lessee
will provide to Lessor audited Financial Statements setting forth in
comparative form the corresponding figures for the fiscal year (and in any
event within ninety (90) days, and accompanied by an audit report and opinion
of the independent certified public accountants selected by Lessee. Lessee
will promptly furnish to Lessor any additional information (including, but
not limited to, tax returns, income statements, balance sheets and names of
principal creditors) as Lessor reasonably believes necessary to evaluate
Lessee's continuing ability to meet financial obligations. After the
effective date of the initial registration statement covering a public
offering of Lessee's securities, the term "Financial Statements" will be
deemed to refer to only those statements required by the Securities and
Exchange Commission.
14.3 OBLIGATION TO LEASE ADDITIONAL EQUIPMENT. Upon notice to Lessee,
Lessor will not be obligated to lease any Equipment
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which would have a Commencement Date after said notice if: (i) Lessee is in
default under this Master Lease or any Schedule; (ii) Lessee is in default
under any loan agreement, the result of which would allow the lender or any
secured party to demand immediate payment of any material indebtedness; (iii)
there is a material adverse change in Lessee's credit standing; or (iv)
Lessor determines (in reasonable good faith) that Lessee will be unable to
perform its obligations under this Master Lease or any Schedule.
14.4 MERGER AND SALE PROVISIONS. Lessee will notify Lessor of any
proposed Merger at least sixty (60) days prior to the closing date. Lessor
may, in its discretion, either (i) consent to the assignment of the Master
Lease and all relevant Schedules to the successor entity, or (ii) terminate
the Lease and all relevant Schedules. If Lessor elects to consent to the
assignment, Lessee and its successor will sign the assignment documentation
provided by Lessor. If Lessor elects to terminate the Master Lease and all
relevant Schedules, then Lessee will pay Lessor all amounts then due and
owing and a termination fee equal to the present value (discounted at 6%) of
the remaining Rent for the balance of the Initial Term(s) of all Schedules,
and will return the Equipment in accordance with Section 9. Lessor hereby
consents to any Merger in which the acquiring entity has a Xxxxx'x Bond
Rating of BA3 or better or a commercially acceptable equivalent measure of
creditworthiness as reasonably determined by Lessor.
14.5 ENTIRE AGREEMENT. This Master Lease and associated Schedules and
Summary Equipment Schedules supersede all other oral or written agreements or
understandings between the parties concerning the Equipment including, for
example, purchase orders. ANY AMENDMENT OF THIS MASTER LEASE OR A SCHEDULE,
MAY ONLY BE ACCOMPLISHED BY A WRITING SIGNED BY THE PARTY AGAINST WHOM THE
AMENDMENT IS SOUGHT TO BE ENFORCED.
14.6 NO WAIVER. No action taken by Lessor or Lessee will be deemed to
constitute a waiver of compliance with any representation, warranty or
covenant contained in this Master Lease or a Schedule. The waiver by Lessor
or Lessee of a breach of any provision of this Master Lease or a Schedule
will not operate or be construed as a waiver of any subsequent breach.
14.7 BINDING NATURE. Each Schedule is binding upon, and inures to the
benefit of Lessor and its assigns. LESSEE MAY NOT ASSIGN ITS RIGHTS OR
OBLIGATIONS.
14.8 SURVIVAL OF OBLIGATIONS. All agreements, obligations including, but
not limited to those arising under Section 6.2, representations and
warranties contained in this Master Lease, any Schedule, Summary Equipment
Schedule or in any document delivered in connection with those agreements are
for the benefit of Lessor and any Assignee or Secured Party and survive the
execution, delivery, expiration or termination of this Master Lease.
14.9 NOTICES. Any notice, request or other communication to either party
by the other will be given in writing and deemed received upon the earlier of
(1) actual receipt or (2) three days after mailing if mailed postage prepaid
by regular or airmail to Lessor (to the attention of "the Comdisco
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Venture Group") or Lessee, at the address set out in the Schedule, (3) one
day after it is sent by courier or (4) on the same day as sent via facsimile
transmission, provided that the original is sent by personal delivery or mail
by the sending party.
14.10 APPLICABLE LAW. THIS MASTER LEASE HAS BEEN, AND EACH SCHEDULE WILL
HAVE BEEN MADE, EXECUTED AND DELIVERED IN THE STATE OF ILLINOIS AND WILL BE
GOVERNED AND CONSTRUED FOR ALL PURPOSES IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS WITHOUT GIVING EFFECT TO CONFLICT OF LAW PROVISIONS. NO
RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE
WILL BE CONFERRED ON LESSEE UNLESS EXPRESSLY GRANTED IN THIS MASTER LEASE OR
A SCHEDULE.
14.11 SEVERABILITY. If any one or more of the provisions of this Master
Lease or any Schedule is for any reason held invalid, illegal or
unenforceable, the remaining provisions of this Master Lease and any such
Schedule will be unimpaired, and the invalid, illegal or unenforceable
provision replaced by a mutually acceptable valid, legal and enforceable
provision that is closest to the original intention of the parties.
14.12 COUNTERPARTS. This Master Lease and any Schedule may be executed in
any number of counterparts, each of which will be deemed an original, but all
such counterparts together constitute one and the same instrument. If Lessor
grants a security interest in all or any part of a Schedule, the Equipment or
sums payable thereunder, only that counterpart Schedule marked "Secured
Party's Original" can transfer Lessor's rights and all other counterparts
will be marked "Duplicate."
14.13 LICENSED PRODUCTS. Lessee will obtain no title to Licensed Products
which will at all times remain the property of the owner of the Licensed
Products. A license from the owner may be required and it is Lessee's
responsibility to obtain any required license before the use of the Licensed
Products. Lessee agrees to treat the Licensed Products as confidential
information of the owner, to observe all copyright restrictions, and not to
reproduce or sell the Licensed Products.
14.14 SECRETARY'S CERTIFICATE. Lessee will, upon execution of this Master
Lease, provide Lessor with a secretary's certificate of incumbency and
authority. Upon the execution of each Schedule with a purchase price in
excess of $1,000,000, Lessee will provide Lessor with an opinion from
Lessee's counsel in a form acceptable to Lessor regarding the representations
and warranties in Section 8.
14.15 ELECTRONIC COMMUNICATIONS. Each of the parties may communicate with
the other by electronic means under mutually agreeable terms.
14.16 LANDLORD/MORTGAGEE WAIVER. Lessee agrees to provide Lessor with a
Landlord/Mortgagee Waiver with respect to the Equipment. Such waiver shall be
in a form satisfactory to Lessor.
14.17 EQUIPMENT PROCUREMENT CHARGES/ PROGRESS PAYMENTS. Lessee hereby
agrees that lessor shall not, by virtue of its entering into this Master
Lease, be required to remit any payments to any manufacturer or other
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third party until Lessee accepts the Equipment subject to this Master Lease.
14.18 DEFINITIONS.
ADVANCE - means the amount due to Lessor by Lessee upon Lessee's execution of
each Schedule.
ASSIGNEE - means an entity to whom Lessor has sold or assigned its rights as
owner and Lessor of Equipment.
CASUALTY LOSS - means the irreparable loss or destruction of Equipment.
CASUALTY VALUE - means the greater of the aggregate Rent remaining to be paid
for the balance of the lease term or the Fair Market Value of the Equipment
immediately prior to the Casualty Loss. However, if a Casualty Value Table is
attached to the relevant Schedule its terms will control.
COMMENCEMENT DATE - is defined in each Schedule.
DEFAULT COSTS - means reasonable attorney's fees and remarketing costs
resulting from a Lessee default or Lessor's enforcement of its remedies.
DELIVERY DATE - means date of delivery of Inventory Equipment to Lessee's
address.
EQUIPMENT - means the property described on a Summary Equipment Schedule and
any replacement for that property required or permitted by this Master Lease
or a Schedule.
EVENT OF DEFAULT - means the events described in Subsection 13.1.
FAIR MARKET VALUE - means the aggregate amount which would be obtainable in
an arm's-length transaction between an informed and willing buyer/user and an
informed and willing seller under no compulsion to sell.
INITIAL TERM - means the period of time beginning on the first day of the
first full Rent Interval following the Commencement Date for all items of
Equipment and continuing for the number of Rent Intervals indicated on a
Schedule.
INTERIM RENT - means the pro-rata portion of Rent due for the period from the
Commencement Date through but not including the first day of the first full
Rent Interval included in the Initial Term.
LATE CHARGE - means the lesser of five percent (5%) of the payment due or the
maximum amount permitted by the law of the state where the Equipment is
located.
LICENSED PRODUCTS - means any software or other licensed products attached to
the Equipment.
LIKE EQUIPMENT - means replacement Equipment which is lien free and of the
same model, type, configuration and manufacture as Equipment.
MERGER - means any consolidation or merger of the Lessee with or into any
other corporation or entity, any sale or conveyance of all or substantially
all of the assets or stock of the Lessee by or to any other person or entity
in which Lessee is not the surviving entity.
NOTICE PERIOD - means not less than ninety (90) days nor more than twelve
(12) months prior to the expiration of the lease term.
OWNER - means the owner of Equipment.
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RENT - means the rent Lessee will pay for each item of Equipment expressed in
a Summary Equipment Schedule either as a specific amount or an amount equal
to the amount which Lessor pays for an item of Equipment multiplied by a
lease rate factor plus all other amounts due to Lessor under this Master
Lease or a Schedule.
RENT INTERVAL - means a full calendar month or quarter as indicated on a
Schedule.
SCHEDULE - means either an Equipment Schedule or a Licensed Products Schedule
which incorporates all of the terms and conditions of this Master Lease.
SECURED PARTY - means an entity to whom Lessor has granted a security
interest for the purpose of securing a loan.
SUMMARY EQUIPMENT SCHEDULE - means a certificate provided by Lessor
summarizing all of the Equipment for which Lessor has received Lessee
approved vendor invoices, purchase documents and/or evidence of delivery
during a calendar quarter which will incorporate all of the terms and
conditions of the related Schedule and this Master Lease and will constitute
a separate lease for the equipment leased thereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this Master Lease on or
as of the day and year first above written.
SILICON IMAGE, INC. COMDISCO, INC.,
as Lessee as Lessor
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXX
------------------- -----------------------------------
Title: CFO Title: PRESIDENT - COMDISCO VENTURES DIV.
------------------- -----------------------------------
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ADDENDUM TO THE
MASTER LEASE AGREEMENT DATED AS OF FEBRUARY 17, 1999
BETWEEN SILICON IMAGE INC., AS LESSEE
AND COMDISCO, INC., AS LESSOR
The undersigned hereby agree that the terms and conditions of the
above-referenced Master Lease are hereby modified and amended as follows:
1) Section 14.1., "BOARD ATTENDANCE"
Delete this section in its entirety.
2) Section 14.2., "FINANCIAL STATEMENTS"
Restate the first sentence to read in full: "As soon as practicable at
the end of each month (and in any event within forty-five (45) days),
Lessee will provide to Lessor the same financial statement information
which Lessee provides to its Board of Directors, but which will
include not less than a monthly income statement, balance sheet and
statement of cash flows prepared in accordance with generally accepted
accounting principles, consistently applied (the "Financial
Statements")."
Restate the second sentence to read in full: "As soon as practicable
at the end of each fiscal year, Lessee will provide to Lessor audited
Financial Statements setting forth in comparative form the
corresponding figures for the fiscal year (and in any event within one
hundred twenty (120) days), and accompanied by an audit report and
opinion of the independent certified public accounts selected by
Lessee."
3) Section 14.4., "MERGER AND SALE PROVISIONS"
Restate the first sentence to read in full: "Lessee will notify Lessor
of any proposed Merger at such time as Lessee notifies Lessee's
shareholders generally."
Restate the third sentence to read in full: "If Lessor elects to
consent to the assignment, Lessee and its successor will sign
assignment documentation providing that such successor duly assumes
the obligations of Lessee hereunder. If Lessee's successor does not
agree to duly assume the obligations of Lessee hereunder, Lessor may
terminate the Master Lease and all relevant Schedules as further set
forth below."
4) Section 14.14., "SECRETARY'S CERTIFICATE"
Restate the first sentence to read in full: "Lessee will, upon
execution of this Master Lease, provide Lessor with a secretary's
certificate of resolutions of Lessee's Board of Directors approving
this Master Lease."
Delete the last sentence in its entirety.
1
Except as amended hereby, all other terms and conditions of the Master Lease
Agreement remain in full force and effect.
SILICON IMAGE, INC. COMDISCO, INC.
AS LESSEE AS LESSOR
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXX
--------------------- ----------------------------
Title: CFO Title: PRESIDENT-COMDISCO VENTURES
--------------------- ----------------------------
Date: 3/3/99 Date: MAR 08 1999
--------------------- ----------------------------
2
EQUIPMENT SCHEDULE VL-1
DATED AS OF FEBRUARY 17, 1999
TO MASTER LEASE AGREEMENT
DATED AS OF FEBRUARY 17, 1999 (THE "MASTER LEASE")
LESSEE: SILICON IMAGE, INC. LESSOR: COMDISCO, INC.
ADMIN. CONTACT/PHONE NO.: ADDRESS FOR ALL NOTICES:
Xxx Xxxxx 0000 Xxxxx Xxxxx Xxxx
Phone: (000) 000-0000 Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000 Attn.: Venture Group
ADDRESS FOR NOTICES:
00000 Xxxx Xxxx
Xxxxxxxxx, XX 00000
CENTRAL BILLING LOCATION: RENT INTERVAL: Monthly
same as above
Attn:
Lessee Reference No.: ____________
(24 digits maximum)
LOCATION OF EQUIPMENT: INITIAL TERM: 42 months
same as above (Number of Rent Intervals)
LEASE RATE FACTOR: 2.720%
Attn:
EQUIPMENT (as defined below): ADVANCE: $34,000.00
Equipment, including but not limited to workstations, desktop computers,
portable computers, peripherals, officer furniture, electronic test
equipment, manufacturing and production equipment, and instrumentation
specifically approved by Lessor (which approval shall not be unreasonably
withheld), which shall be delivered to and accepted by Lessee during the
period February 17, 1999 through October 17, 2000 ("Equipment Delivery
Period"), for which Lessor receives vendor invoices approved for payment, up
to an aggregate purchase price of $1,250,000.00 ("Commitment Amount");
excluding custom equipment, leasehold improvements, installation costs and
delivery costs, rolling stock, special tooling, "stand-alone" software,
application software bundled into computer hardware, hand held items, molds
and fungible items.
1
1. EQUIPMENT PURCHASE
This Schedule contemplates Lessor's acquisition of Equipment for
lease to Lessee, either by one of the first three categories listed below or
by providing Lessee with Equipment from the fourth category, in an aggregate
value up to the Commitment Amount referred to on the face of this Schedule.
If the Equipment acquired is of category (i), (ii), (iii) below, the
effectiveness of this Schedule as it relates to those items of Equipment is
contingent upon Lessee's acknowledgment at the time Lessor acquires the
Equipment that Lessee has received and approved the relevant purchase
documentation between vendor and Lessor for that Equipment.
(i) NEW ON-ORDER EQUIPMENT. Lessor will purchase new Equipment
which is obtained from a vendor by Lessee for its use subject
to Lessor's prior approval of the Equipment.
(ii) SALE-LEASEBACK EQUIPMENT. Any in-place Equipment installed at
Lessee's site and to which Lessee has clear title and
ownership may be considered by Lessor for inclusion under
this Lease (the "Sale-Leaseback Transaction"). Any request
for a Sale-Leaseback Transaction must be submitted to Lessor
in writing (along with accompanying evidence of Lessee's
Equipment ownership satisfactory to Lessor for all Equipment
submitted) no later than May 17, 1999*. Lessor will not
perform a Sale-Leaseback Transaction for any request or
accompanying Equipment ownership documents which arrive after
the date marked above by an asterisk (*). Further, any
sale-leaseback Equipment will be placed on lease subject to:
(1) Lessor prior approval of the Equipment; and (2) if
approved, at Lessor's actual net appraised Equipment value
pursuant to the schedule below:
ORIGINAL EQUIPMENT PERCENT OF ORIGINAL MANUFACTURER'S
INVOICE DATE NET EQUIPMENT COST PAID BY LESSOR
-------------------------------------- -----------------------------------
Between 9/19/98 and 3/4/99 100%
Lessee represents that it has paid all California sales tax due on the cost
of that portion of Equipment to be installed in California and agrees to
provide evidence of such payment to Lessor, if specifically requested. As a
result of the election, Lessor agrees that it will not invoice Lessee for use
tax on the monthly rental rate. Lessee understands that this is an
irrevocable election to measure the tax by the Equipment cost and cannot be
changed except prior to installation of the Equipment.
(iii) USED ON-ORDER EQUIPMENT. Lessor will purchase used Equipment
which is obtained from a third party by Lessee for its use
subject to Lessor's prior approval of the Equipment and at
Lessor's appraised value for such used Equipment.
2
(iv) 800 NUMBER EQUIPMENT. Upon Lessee's use of Comdisco's 1-800
Direct Service, Lessor will purchase new or used Equipment
from a third party or Lessor will supply new or used
Equipment from its inventory for use by Lessee at rates
provided by Lessor.
2. COMMENCEMENT DATE
The Commencement Date for each item of new on-order or used on-order
Equipment will be the install date as confirmed in writing by Lessee as set
forth on the vendor invoice of which a facsimile transmission will constitute
an original document. The Commencement Date for sale-leaseback Equipment
shall be the date Lessor tenders the purchase price. The Commencement Date
for 800 Number Equipment shall be fifteen (15) days from the ship date, such
ship date to be set forth on the vendor invoice or if unavailable on the
vendor invoice the ship date will be determined by Lessor upon other
supporting shipping documentation. Lessor will summarize all approved
invoices, purchase documentation and evidence of delivery, as applicable,
received in the same calendar month into a Summary Equipment Schedule in the
form attached to this Schedule as Exhibit 1, and the Initial Term will begin
the first day of the calendar month thereafter. Each Summary Equipment
Schedule will contain the Equipment location, description, serial number(s)
and cost and will incorporate the terms and conditions of the Master Lease
and this Schedule and will constitute a separate lease.
3. OPTION TO EXTEND
So long as no Event of Default has occurred and is continuing
hereunder, and upon written notice no earlier than twelve (12) months and no
later than ninety (90) days prior to the expiration of the Initial Term of a
Summary Equipment Schedule, Lessee will have the right to extend the Initial
Term of such Summary Equipment Schedule for a period of one (1) year. In such
event, the rent to be paid during said extended period shall be mutually
agreed upon and if the parties cannot mutually agree, then the Summary
Equipment Schedule shall continue in full force and effect pursuant to the
existing terms and conditions until terminated in accordance with its terms.
The Summary Equipment Schedule will continue in effect following said
extended period until terminated by either party upon not less than ninety
(90) days prior written notice, which notice shall be effective as of the
date of receipt.
4. PURCHASE OPTION
So long as no Event of Default has occurred and is continuing
hereunder, and upon written notice no earlier than twelve (12) months and no
later than ninety (90) days prior to the expiration of the Initial Term or
the extended term of the applicable Summary Equipment Schedule, Lessee will
have the option at the expiration of the Initial Term of the Summary
Equipment Schedule to purchase all, but not less than all, of the Equipment
listed therein for a purchase price not to exceed 15% of the Equipment cost
and upon terms and conditions to be mutually agreed upon by the parties
following Lessee's written notice, plus any taxes applicable at time of
purchase. Said purchase price shall be paid to Lessor at least thirty (30)
days before the expiration date of the Initial Term or extended term. Title
to the Equipment shall
3
automatically pass to Lessee upon payment in full of the purchase price but,
in no event, earlier than the expiration of the fixed Initial Term or
extended term, if applicable. If the parties are unable to agree on the
purchase price or the terms and conditions with respect to said purchase,
then the Summary Equipment Schedule with respect to this Equipment shall
remain in full force and effect. Notwithstanding the exercise by Lessee of
this option and payment of the purchase price, until all obligations under
the applicable Summary Equipment Schedule have been fulfilled, it is agreed
and understood that Lessor shall retain a purchase money security interest in
the Equipment listed therein and the Summary Equipment Schedule shall
constitute a Security Agreement under the Uniform Commercial Code of the
state in which the Equipment is located.
5. TECHNOLOGY EXCHANGE OPTION
If Lessee is not in default, and there is no material adverse change
in Lessee's credit, on or after the expiration of the 12th month of any
Summary Equipment Schedule, Lessee shall have the option to replace any of
the Equipment subject to such summary Equipment Schedule with new technology
equipment ("New Technology Equipment") utilizing the following guidelines:
A. Equipment being replaced with New Technology Equipment shall have an
aggregate original cost equal to or greater than $20,000 and be comprised of
full configurations of equipment.
B. This technology Exchange Option shall be limited to a maximum in the
aggregate of fifty percent (50%) of the original equipment cost and shall not
apply to software or any soft costs financed hereunder including but not
limited to tenant improvements and custom equipment.
C. The cost of the New Technology Equipment must be equal to or greater
than the original equipment cost of the replaced equipment, but in no event
shall exceed 150% of the original equipment cost.
D. The remaining lease payments applicable to the equipment being
replaced by the New Technology Equipment will be discounted to present value
at 6%.
The wholesale market value of the equipment being replaced will be
established by Comdisco based upon then current market conditions. Upon the
return of the replaced equipment, the wholesale price will be deducted from
the present value of the remaining rentals and the differential will be added
to the cost of the New Technology Equipment in calculating the new rental.
The lease for the New Technology Equipment will contain terms and conditions
substantially similar to those for the replaced equipment and will have an
Initial Term not less than the balance of the remaining Initial Term for the
replaced equipment.
6. SPECIAL TERMS
The terms and conditions of the Lease as they pertain to this Schedule
are hereby modified and amended as follows:
4
Section 9. "Delivery and Return of Equipment"
Restate the second sentence to read in full: "Unless Lessee
exercises a purchase option with respect to Equipment, upon termination (by
expiration or otherwise) of each Summary Equipment Schedule, Lessee shall
pursuant to Lessor's instructions and at Lessee's full expense (including,
without limitation, expenses of transportation and in-transit insurance),
return the Equipment to Lessor in the same operating order, repair, condition
and appearance as when received, less normal depreciation and wear and tear.".
Master Lease: This Schedule is issued pursuant to the Lease identified on
page 1 of this Schedule. All of the terms and conditions of the Lease are
incorporated in and made a part of this Schedule as if they were expressly
set forth in this Schedule. The parties hereby reaffirm all of the terms and
conditions of the Lease (including, without limitation, the representations
and warranties set forth in Section 8) except as modified herein by this
Schedule. This Schedule may not be amended or rescinded except by a writing
signed by both parties.
SILICON IMAGE, INC. COMDISCO, INC.
AS LESSEE AS LESSOR
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXX
------------------- ---------------------------
Title: CFO Title: PRESIDENT-COMDISCO VENTURES
------------------- ---------------------------
Date: 3/3/99 Date: MAR 08 1999
------------------- ---------------------------
5
EXHIBIT 1
SUMMARY EQUIPMENT SCHEDULE
This Summary Equipment Schedule dated XXXX is executed pursuant to
Equipment Schedule No. X to the Master Lease Agreement dated XXXX between
Comdisco, Inc. ("Lessor") and XXXX ("Lessee"). All of the terms, conditions,
representations and warranties of the Master Lease Agreement and Equipment
Schedule No. X are incorporated herein and made a part hereof, and this
Summary Equipment Schedule constitutes a Schedule for the Equipment on the
attached invoices.
1. FOR PERIOD BEGINNING: AND ENDING:
2. INITIAL TERM STARTS ON: INITIAL TERM:
(Number of Rent Intervals)
3. TOTAL SUMMARY EQUIPMENT COST:
4. LEASE RATE FACTOR:
5. RENT:
6. ACCEPTANCE DOC TYPE:
6
EQUIPMENT SCHEDULE VL-2
DATED AS OF FEBRUARY 17, 1999
TO MASTER LEASE AGREEMENT
DATED AS OF FEBRUARY 17, 1999 (THE "MASTER LEASE")
LESSEE: SILICON IMAGE, INC. LESSOR: COMDISCO, INC.
ADMIN. CONTACT/PHONE NO.: ADDRESS FOR ALL NOTICES:
Xxx Xxxxx 0000 Xxxxx Xxxxx Xxxx
Phone: (000) 000-0000 Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000 Attn.: Venture Group
ADDRESS FOR NOTICES:
00000 Xxxx Xxxx
Xxxxxxxxx, XX 00000
CENTRAL BILLING LOCATION: RENT INTERVAL: Monthly
same as above
Attn:
Lessee Reference No.: ____________
(24 digits maximum)
LOCATION OF EQUIPMENT: INITIAL TERM: 33 months
same as above (Number of Rent Intervals)
LEASE RATE FACTOR: 3.363%
Attn:
EQUIPMENT (as defined below): ADVANCE: $42,037.50
Software, custom equipment, installation costs and delivery costs, rolling
stock, special tooling, hand held items, molds, prototype equipment and
tenant improvements specifically approved by Lessor, (which approval shall
not be unreasonably withheld) which shall be delivered to and accepted by
Lessee during the period February 17, 1999 through October 17, 2000
("Equipment Delivery Period") for which Lessor receives vendor invoices
approved for payment, up to an aggregate purchase price of $1,250,000.00
("Commitment Amount") Fungible items shall be excluded.
1
1. EQUIPMENT PURCHASE
This Schedule contemplates Lessor's acquisition of Equipment for
lease to Lessee, either by one of the first three categories listed below or
by providing Lessee with Equipment from the fourth category, in an aggregate
value up to the Commitment Amount referred to on the face of this Schedule.
If the Equipment acquired is of category (i), (ii), (iii) below, the
effectiveness of this Schedule as it relates to those items of Equipment is
contingent upon Lessee's acknowledgment at the time Lessor acquires the
Equipment that Lessee has received and approved the relevant purchase
documentation between vendor and Lessor for that Equipment.
(i) NEW ON-ORDER EQUIPMENT. Lessor will purchase new Equipment
which is obtained from a vendor by Lessee for its use subject
to Lessor's prior approval of the Equipment.
(ii) SALE-LEASEBACK EQUIPMENT. Any in-place Equipment installed at
Lessee's site and to which Lessee has clear title and
ownership may be considered by Lessor for inclusion under
this Lease (the "Sale-Leaseback Transaction"). Any request
for a Sale-Leaseback Transaction must be submitted to Lessor
in writing (along with accompanying evidence of Lessee's
Equipment ownership satisfactory to Lessor for all Equipment
submitted) no later than May 17, 1999*. Lessor will not
perform a Sale-Leaseback Transaction for any request or
accompanying Equipment ownership documents which arrive after
the date marked above by an asterisk (*). Further, any
sale-leaseback Equipment will be placed on lease subject to:
(1) Lessor prior approval of the Equipment; and (2) if
approved, at Lessor's actual net appraised Equipment value
pursuant to the schedule below:
ORIGINAL EQUIPMENT PERCENT OF ORIGINAL MANUFACTURER'S
INVOICE DATE NET EQUIPMENT COST PAID BY LESSOR
---------------------------------- -----------------------------------
Between 9/19/98 and 3/4/99 100%
(iii) USED ON-ORDER EQUIPMENT. Lessor will purchase used Equipment
which is obtained from a third party by Lessee for its use
subject to Lessor's prior approval of the Equipment and at
Lessor's appraised value for such used Equipment.
(iv) 800 NUMBER EQUIPMENT. Upon Lessee's use of Comdisco's 1-800
Direct Service, Lessor will purchase new or used Equipment
from a third party or Lessor will supply new or used
Equipment from its inventory for use by Lessee at rates
provided by Lessor.
2
2. COMMENCEMENT DATE
The Commencement Date for each item of new on-order or used on-order
Equipment will be the install date as confirmed in writing by Lessee as set
forth on the vendor invoice of which a facsimile transmission will constitute
an original document. The Commencement Date for sale-leaseback Equipment
shall be the date Lessor tenders the purchase price. The Commencement Date
for 800 Number Equipment shall be fifteen (15) days from the ship date, such
ship date to be set forth on the vendor invoice or if unavailable on the
vendor invoice the ship date will be determined by Lessor upon other
supporting shipping documentation. Lessor will summarize all approved
invoices, purchase documentation and evidence of delivery, as applicable,
received in the same calendar month into a Summary Equipment Schedule in the
form attached to this Schedule as Exhibit 1, and the Initial Term will begin
the first day of the calendar month thereafter. Each Summary Equipment
Schedule will contain the Equipment location, description, serial number(s)
and cost and will incorporate the terms and conditions of the Master Lease
and this Schedule and will constitute a separate lease.
3. MISCELLANEOUS
In consideration of Lessor financing Equipment hereunder, Lessee
agrees in addition to its last Monthly Rent Payment to remit to Lessor an
amount equal to 15% of Lessor's aggregate cost of Equipment provided
hereunder.
4. SPECIAL TERMS
The terms and conditions of the Master Lease as they pertain to this
Schedule are hereby modified and amended as follows:
(a) SECTION 9, DELIVERY AND RETURN OF EQUIPMENT
Delete second, third and fourth sentences in their entirety.
Master Lease: This Schedule is issued pursuant to the Lease identified on
page 1 of this Schedule. All of the terms and conditions of the Lease are
incorporated in and made a part of this Schedule as if they were expressly
set forth in this Schedule. The parties hereby reaffirm all of the terms and
conditions of the Lease (including, without limitation, the representations
and
3
warranties set forth in Section 8) except as modified herein by this
Schedule. This Schedule may not be amended or rescinded except by a writing
signed by both parties.
SILICON IMAGE, INC. COMDISCO, INC.
AS LESSEE AS LESSOR
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXX
------------------ ---------------------------
Title: CFO Title: PRESIDENT-COMDISCO VENTURES
------------------ ---------------------------
Date: 3/3/99 Date: MAR 07 1999
------------------ ---------------------------
4
EXHIBIT 1
SUMMARY EQUIPMENT SCHEDULE
This Summary Equipment Schedule dated XXXX is executed pursuant to
Equipment Schedule No. X to the Master Lease Agreement dated XXXX between
Comdisco, Inc. ("Lessor") and XXXX ("Lessee"). All of the terms, conditions,
representations and warranties of the Master Lease Agreement and Equipment
Schedule No. X are incorporated herein and made a part hereof, and this
Summary Equipment Schedule constitutes a Schedule for the Equipment on the
attached invoices.
1. FOR PERIOD BEGINNING: AND ENDING:
2. INITIAL TERM STARTS ON: INITIAL TERM:
(Number of Rent Intervals)
3. TOTAL SUMMARY EQUIPMENT COST:
4. LEASE RATE FACTOR:
5. RENT:
6. ACCEPTANCE DOC TYPE:
5
