EXHIBIT 10.34
LEASE WITH G.E. CAPITAL TRANS LEASING
Acct. #8249428-001
[LMI LOGO] LEASE MANAGERS Equipment Lease Agreement
International 177771 LEASE #:___________ Page 1 of 5
Funded & Administered by Trans Leasing
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Lessee: Supplier:
RX Technology Sony Electronics
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Post Office Box 99561
Metairie, LA 70002 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact: ▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
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Equipment Schedule (Use a separate Schedule if Needed):
See Schedule "A"
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Equipment Location (if different than above address):
SAME 60 X 1,001.20 = $60,072.00
Schedule of Rental Payments:
Term of Lease Total Number Amount of
(In Months) of Rental Payments Each payment Lessee's Deposit
60 60 $1,001.20 $2,002.39
Plus Applicable Taxes Includes Taxes
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*Lessee's deposit to be applied to: |X|FIRST MONTH |_| SECURITY DEPOSIT
|X| LAST MONTH
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THIS LEASE, THE TERMS OF WHICH HAVE BEEN FREELY NEGOTIATED BY EACH PARTY, IS
SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE SIDE WHICH ARE MADE A PART
HEREOF AND WHICH LESSEE AND LESSOR ACNOWLEDGE THAT THEY HAVE READ AND ACCEPTED.
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THIS IS A NON-CANCELABLE/IRREVOCABLE LEASE. THIS LEASE CANNOT BE CANCELED OR
TERMINATED
Lessor: Trans-Leasing International, Inc. Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay
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By: /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇
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Title: Admin Lessee Name: RX Technology
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Accepted On: 7/9/97 Title:
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Guaranty:
In the guaranty, I means the person making the guaranty, and you means the
Lessor indicated above. I guaranty that the Lessee will make all payments and
pay all other charges required under the lease agreement when they are due and
will perform all other obligations under the lease agreement fully and
promptly. I also agree that you may make other arrangements with the Lessee and
I will still be responsible for those payments and other obligations. You do not
have to notify me if the Lessee is in default under the lease agreement. If
Lessee defaults, I will immediately pay in accordance with the default
provisions of the lease agreement all sums due under the original terms of the
lease agreement and will perform all other obligations of Lessee under the lease
agreement. I will reimburse you for all the expenses you incur in enforcing any
of your rights against the Lessee or me, including attorney's fees. If this is a
corporate guaranty, it is authorized by the Board of Directors of the
guaranteeing corporation.
Lease Number
Guarantor Name: ▇▇▇▇▇▇ ▇. ▇▇▇ Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay
--------------------------
(individual Name Only - Do not title)
Guarantor Name: Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay
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(individual Name Only - Do not title)
Acceptance Notice and Equipment Disclaimer and Agreement
Gentleman: This will advise that I am aware of my obligations with reference to
the above lease and that I agree to enforce in my own name all warranties,
agreements, or representations, if any, which may be made by the supplier to me.
I agree that Trans Leasing International makes no expressed or implied
warranties as to any matter whatsoever, including, without limitation the
condition of the equipment, its merchantability or its fitness for any
particular purpose. No defect or unfitness of equipment shall release me of the
obligation to pay rental payments or of any other obligations under this lease
agreement. All the items referred to above were received by us and were and are
in good order and condition acceptable to use. The decals, labels, etc., if
required and supplied have been affixed to the above items. We approve payment
by you to the supplier. Lessee hereby certifies that the Lessor has fully and
satisfactorily performed all covenants and conditions to be performed by it
under said lease agreement. Lessee acknowledges that it has read the terms and
conditions printed above and on the reverse side which are made a part hereof.
Lease Number: Lessee: RX Technology
Title President Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay Date______________
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▇▇▇▇▇▇ ▇. ▇▇▇
Lease Managers International
$1.00 PURCHASE OPTION LETTER
Lease #:
Dear: ▇▇▇▇▇▇ ▇. ▇▇▇
Regarding your equipment lease contract, please be advised you have a $1.00
buy-out option at the conclusion of the lease period as long as you have met all
the terms and conditions of this lease contract.
Thank you for the opportunity of letting Lease Managers International service
your leasing requirements. If you wish any additional leasing, please feel free
to contact us at your convenience.
Sincerely,
Lease Managers International
By: /s/ ▇▇▇▇▇▇ ▇▇▇ Gay 6/18/97 By: ___________________________
▇▇▇▇▇▇ ▇. ▇▇▇ Trans Leasing International
By: __________________
TERMS AND CONDITIONS OF LEASE
Page 2 of 5 attached hereto and made a part of equipment lease agreement
number:
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1. Definitions: The words "you" and "your" refer to the LESSEE as shown on page
1. The words "we", "us" and "our" refer to the LESSOR as shown on page 1.
2. Lease: We agree to lease to you, and you agree to lease from us the
equipment, products and/or services for the term shown on the Equipment Schedule
on the page 1 and made a part hereof. This lease shall not commence until we
accept and sign the lease. Thereafter, the lease shall continue for the full
term shown on the page 1.
3. Rentals: You promise to pay us the lease payments according to the Schedule
of Rental Payments shown on the reverse side. The obligation to make payments
begins when the equipment is delivered to you.
4. Lessee's Deposit: At our option, we may require you to pay a Security Deposit
and/or Rental Payments in advance for rent due hereunder. Except in the case
that we elect not to enter into this Lease due to your lack of creditworthiness
or as otherwise provided herein, such Security Deposit and/or Rental Payments
are non-refundable. We may apply your Security Deposit made hereunder to cure
any default. If all of the conditions herein are fully complied with, the
Security Deposit shall be refunded to you within 30 days after the return of the
equipment to us at the termination of the original lease term or of any renewal
term. You understand that our acceptance of your deposit does not constitute
acceptance of this lease, which acceptance is evidenced only by our execution of
this lease in the space provided on the reverse side.
5. Warranties: LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION
WITH THIS AGREEMENT. We transfer to you for the terms of this Lease all
warranties, if any, made by the manufacturer or supplier to us. We are not
liable to you for any modification or recision of supplier or manufacturer
warranties. You agree to continue making payments to us under this Lease
regardless of any claims you may have against the supplier or manufacturer. No
salesman or agent of the supplier of the equipment is authorized to waive or
alter any term or condition of this Lease, and no representation as to the
equipment or any other matter by the supplier shall in any way affect your
obligations to perform hereunder, including the obligation to make rental
payments as set forth in this Lease.
6. Automatic Renewal: This Lease will automatically renew for successive ninety
(90) day terms unless you send us written notice that you don't want to renew at
least ninety (90) days before the end of any term. We may cancel the automatic
renewal terms by sending you written notice that we don't want this lease to
renew, at least fifteen (15) days before the end of any term.
7. Liability: We are not responsible for any losses or injuries caused by the
installation or use of the equipment. You agree to reimburse us for and to
defend us against any claims for losses or injuries caused by equipment.
8. Finance Lease: You agree that if Article 2A-Leases of the Uniform Commercial
Code is deemed to apply to this Lease, this Lease will be considered a finance
lease as that term is defined in Article 2A. To the extent permitted by
applicable law, you hereby waive any and all rights and remedies conferred upon
a Lessee by Article 2A of the Code.
9. Location of Equipment: You will keep and use the equipment only at your
address shown on the reverse side. You agree that the equipment will not be
removed from that address unless you get our written permission in advance to
move it.
10. Maintenance and Installation: You are responsible for installing and keeping
the equipment in good working order. You are responsible for protecting the
equipment from damage except for ordinary wear and tear and from any other kind
of loss while you have the equipment. If the equipment is damaged or lost, you
agree to continue to pay rent.
11. Return of Equipment: At the end the Lease term, you will immediately return
the equipment to us in a condition as good as received less normal wear and tear
to any place in the United States we designate. You will prepay all expenses of
crating and shipping by means we designate and you will properly insure the
shipment. You also agree to pay us an administration fee for processing the
return of the equipment.
12. Insurance: You agree to keep the equipment fully insured against loss until
this Lease is paid in full and to have us named as loss payee. You also agree to
obtain a general public liability insurance policy from anyone who is acceptable
to us and to include us as an insured on the policy. You agree to provide us
with certificates or other evidence of insurance acceptable to us, before this
lease term begins. If you do not provide us with acceptable evidence of
insurance, we may, but will not be required to, buy such insurance for you and
add a charge to your monthly payments which will include the premium cost, costs
associated with effecting the insurance and a carrying charge.
13. Taxes and Fees: You agree to pay when due or reimburse us for all taxes,
fees, fines, and penalties relating to use or ownership of the equipment or to
this agreement, now or hereafter imposed, levied or assessed by any federal,
state or local government or agency. You also agree to pay us upon demand an
administration fee for the handing or collecting of any such tax or fee. Upon
termination/expiration of this Lease, you agree to promptly remit 90% of the
previous year's personal property tax due with respect to the equipment subject
to this Lease plus any applicable taxes and fees as specified in a written
notice from us in order to satisfy the current year personal property tax which
has yet to be invoiced by the date of the termination/expiration.
14. Ownership of Equipment: We are the owner of the equipment and have title to
the equipment. You shall keep the equipment free from any and all liens and
encumbrances. You shall give us immediate notice of any attachment or other
judicial process, liens or encumbrances affecting the equipment and shall
indemnify and save us harmless from any loss or damage caused thereby.
Lease Number: Lessee: RX Technology
Title President Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay Date 6/18/97
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▇▇▇▇▇▇ ▇. ▇▇▇
TERMS AND CONDITIONS OF LEASE
Page 3 of 5 attached hereto and made a part of equipment lease agreement
number:
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15. Filing: You hereby authorize us to file this lease, any financing statements
or security agreements with respect to the equipment or any other collateral you
provide to us prior to or following our acceptance of this lease, in any state
in the United States. You further authorize us to file such lease, financing
statement or security agreement without your signature thereon. If your
signature on any financing statement is required by law, you shall execute such
supplemental instruments and financing statements if we deem such to be
necessary and advisable and shall otherwise cooperate to defend our title by
filing or otherwise. You also agree to pay us on demand any filing and releasing
fees prescribed by the Uniform Commercial Code or other law or, at our option, a
non-filing protection fee.
16. Default: If you do not pay rent when due or if you break any of your
promises under this Lease, you will be in default. If you default, we can
require that you pay the remaining balance of this Lease and return the
equipment to us. We can also use any of the remedies available to us under the
Uniform Commercial Code or any other law. If we refer this Lease to an attorney
for collection, you agree to pay our reasonable attorney's fees and actual
costs. If we have to take possession of the equipment, you agree to pay the cost
of repossession. You agree that we will not be responsible to pay you any
consequential or incidental damages for any default by us under this Lease.
17. Late Charge: If any part of a payment is late, you agree to pay a late
charge of 10% of the payment which is late. You agree to pay or reimburse all
costs of collections, including reasonable attorney's fees, incurred by us in
collecting your lease.
18. Assignment: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE
EQUIPMENT OR THIS LEASE. We may sell, assign, or transfer this Lease. You agree
that if we sell, assign, or transfer this Lease, the new owner will have the
same rights and benefits that we have now and will not have to perform any of
our obligations. You agree that the rights of the new owner will not be subject
to any claims, defenses, or set off that you may have against us.
19. Right of Inspection: The lessor, it's agents, dealers, and representatives,
shall have the right at any time during regular business hours to inspect the
equipment and for that purpose to have access to the location of the equipment
20. Risk of Loss: You hereby assume and shall bear the entire risk of loss,
theft damage and destruction of the equipment from any cause whatsoever and no
loss, theft, damage or destruction of equipment shall relieve you of the
obligation to pay rent or any obligation of this lease, and this lease shall
remain in full force and effect. You shall promptly notify us in writing of such
loss, theft, damage or destruction of the equipment. In the event of damage of
any kind whatever to any item of equipment, you, at our option, shall at your
expense (a) place the item in good repair, condition or working order, or (b)
replace the same with like equipment of the same or later model in good repair,
condition and working order.
21. Financial Information: During the term of this lease and any renewal hereof,
you agree to provide us with all financial statements and copies of federal or
state tax returns as we may reasonably request, and permit us to obtain credit
reports, and make other credit inquiries on you, as we deem necessary. If we
supply you with labels, you shall label any and all items of equipment and shall
keep the same affixed in a prominent place. Labels shall bear the legend
"Property of Trans Leasing International, Lessor".
22. Severability: If any provision hereof or any remedy herein provided is found
to be invalid under any applicable law, such provision shall be inapplicable and
deemed omitted, but the remaining provisions hereof, including remaining default
remedies, shall be given effect in accordance with the manifest intent hereof.
23. Other Rights: You agree that any delay or failure to enforce our rights
under this Lease does not prevent us from enforcing any rights at a later time.
24. Miscellaneous: You agree that the terms and conditions indicated above are a
complete and exclusive statement of our agreement and they may be modified only
by written agreement signed by all of the parties hereto and not by course of
performance. You agree that the equipment will not be used for personal, family
or household purposes. You agree that the original of this Lease may be
microfilmed or electronically duplicated and a photo static copy of such
microfilm or electronic duplicate. You agree that facsimile copies of any
documents received and verified by Lessor shall be acceptable to all parties in
lieu of the original documents and shall have the full force and effect as any
original documents received thereafter, and that the original or such facsimile
of any document may be microfilmed or electronically duplicated, and photostatic
copy of such microfilm or electronic duplication may be introduced in lieu of
the original or such facsimile copy thereof and without further foundation. The
parties hereto expressly waive the secondary evidence rule. You acknowledge
receipt of a copy of this lease. You agree that this lease will be binding upon
your heirs, successors or legal representatives. You agree that our waiver of
any provision hereunder shall not constitute a waiver of any other matter.
25. Governing Law: THIS AGREEMENT IS PERFORMABLE IN THE STATE OF ILLINOIS AND
SHALL BE GOVERNED BY AND SUBJECT TO THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS
OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF ILLINOIS. LESSOR AND LESSEE
CONSENT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN
THE STATE OF ILLINOIS, AND WAIVE ANY OBJECTION RELATING TO IMPROPER VENUE OR
FORUM NON CONVENIENT TO THE CONDUCT AND PROCEEDING IN ANY SUCH COURT. AT
LESSOR'S SOLE ELECTION AND DETERMINATION, ANY LEGAL, EQUITABLE, OR ARBITRATION
ACTION MAY ALSO BE BROUGHT IN ANY OTHER COURT OF COMPETENT JURISDICTION IN ANY
STATE IN WHICH LESSOR HAS AN OFFICE AND LESSEE WAIVES ANY OBJECTION RELATING TO
IMPROPER VENUE OR FORUM NON CONVENIENT TO THE CONDUCT OF ANY PROCEEDING IN ANY
SUCH COURT. LESSEE, ANY GUARANTOR AND LESSOR EXPRESSLY WAIVE ANY RIGHT TO A
TRIAL BY JURY SO THAT TRIAL SHALL BE BY AND ONLY TO THE COURT.
Lease Number: Lessee: RX Technology
Title President Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay Date 6/18/97
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▇▇▇▇▇▇ ▇. ▇▇▇
INSURANCE VERIFICATION SHEET
Page 5 of 5 attached hereto and made a part of equipment lease agreement
number:
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INSURANCE AGENT: INSURANCE UNDERWRITERS LIMITED
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ o ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(Please provide name and address of agent above)
INSURANCE AGENT TELEPHONE NUMBER: (▇▇▇) ▇▇▇-▇▇▇▇
ATTENTION: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ EXT 317
LESSEE INFORMATION: RX Technology
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CCOPA58573
POLICY NUMBER: 3AN0196 EXPIRATION DATE: 8/16/97
This equipment is located at: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ , ▇▇ ▇▇▇▇▇
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Loss Payee: Trans Leasing - ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
This is a net lease and we are responsible for the insurance cost. Please see to
it that we have immediate coverage and notify Trans Leasing at once in the form
of a copy of the insurance policy or a Certificate of Insurance.
If the latter is sent, please include the standard 30 day notice of cancellation
clause.
Thank you,
By: /s/ ▇▇▇▇▇▇ ▇▇▇ Gay Title: President
------------------------- ---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇
[GE LOGO] GE Capital
Trans Leasing
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General Electric Capital Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
800 323-1180
June 30, 1999
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇
RX Technology
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Mr. Gay,
We're changing to better meet your needs. GE Capital Trans Leasing is about to
complete a computer system upgrade to enhance the way we do business with you.
Some of the benefits you will enjoy include:
o Improved Answer Time. Your time is valuable and we'll make sure your call
gets answered promptly.
o New Interactive Voice Response telephone system to expedite call
processing.
o Consolidated Billing Option, providing you with the ability to bring all
your leases together in one easy to read format. Call to learn more about
the benefits of consolidated billing.
Effective immediately, you will begin to see some changes, including:
o Your existing account number 249428-177771 will change to 8249428-001.
Please reference your new account number when making payments or when you
have questions.
o Your Customer Service Phone Number will remain the same. The hours of
operations, however, have been expanded to 7:00 a.m. to 6:00 p.m. CST to
better meet your needs. Please update your records accordingly.
o A new invoice format that provides you with greater detail to help you
manage your equipment financing through GE Capital Trans Leasing more
effectively. Separate statements will no longer be issued, any outstanding
dollar amounts will now be reflected on one invoice.
o Coupon Customers Only- The new invoice format will replace your coupon
book. Please discard your coupon book immediately as continued use of the
coupon books after the effective date will delay the crediting of your
payments. Payments should be mailed to GE Capital Trans Leasing, ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇. Please note the change
in suite number from 1540 to 1523.
Please update your records with your new account number and the extended
Customer Service hours. If you have any questions regarding any of these
changes, please feel free to contact us at ▇-▇▇▇-▇▇▇-▇▇▇▇.
GE Capital Trans Leasing appreciates your continued business. We look forward to
meeting your equipment financing needs today and in the future.
Sincerely,
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Vice President, General Manager
INSURANCE VERIFICATION SHEET
Page 5 of 5 attached hereto and made a part of equipment lease agreement
number:
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INSURANCE AGENT: INSURANCE UNDERWRITERS LIMITED
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(Please provide name and address of agent above)
INSURANCE AGENT TELEPHONE NUMBER: (▇▇▇) ▇▇▇-▇▇▇▇
ATTENTION: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ EXT 317
LESSEE INFORMATION: RX Technology
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CCOPA58573
POLICY NUMBER: 3AN0196 EXPIRATION DATE: 8/16/97
This equipment is located at: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Loss Payee: Trans Leasing - ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
This is a net lease and we are responsible for the insurance cost. Please see to
it that we have immediate coverage and notify Trans Leasing at once in the form
of a copy of the insurance policy or a Certificate of Insurance.
If the latter is sent, please include the standard 30 day notice of cancellation
clause.
Thank you,
By: /s/ ▇▇▇▇▇▇ ▇▇▇ Gay Title: President
------------------------- ---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇
Lease Managers International
$1.00 PURCHASE OPTION LETTER
Lease #:
Dear: ▇▇▇▇▇▇ ▇. ▇▇▇
Regarding your equipment lease contract, please be advised you have a $1.00
buy-out option at the conclusion of the lease period as long as you have met all
the terms and conditions of this lease contract.
Thank you for the opportunity of letting Lease Managers International service
your leasing requirements. If you wish any additional leasing, please feel free
to contact us at your convenience.
Sincerely,
Lease Managers International
By: /s/ ▇▇▇▇▇▇ ▇▇▇ Gay 6/18/97 By: ___________________________
▇▇▇▇▇▇ ▇. ▇▇▇ Trans Leasing International
By: __________________
[LMI LOGO] LEASE MANAGERS Equipment Lease Agreement
International 177771 LEASE #:___________ Page 1 of 5
Funded & Administered by Trans Leasing
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Lessee: Supplier:
RX Technology Sony Electronics
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Post Office Box 99561
Metaire, LA 70002 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact: ▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
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Equipment Schedule (Use a separate Schedule if Needed):
See Schedule `A'
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Equipment Location (if different than above address):
SAME 60 X 1,001.20 = $60,072.00
Schedule of Rental Payments:
Term of Lease Total Number Amount of
(In Months) of Rental Payments Each payment Lessee's Deposit
60 60 $1,001.20 $2,032.39
Plus Applicable Taxes Includes Taxes
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*Lessee's deposit to be applied to: |X|FIRST MONTH |_| SECURITY DEPOSIT
|X| LAST MONTH
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THIS LEASE, THE TERMS OF WHICH HAVE BEEN FREELY NEGOTIATED BY EACH PARTY, IS
SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE SIDE WHICH ARE MADE A PART
HEREOF AND WHICH LESSEE AND LESSOR AKNOWLEDGE THAT THEY HAVE READ AND ACCEPTED.
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THIS IS A NON-CANCELABLE/IRREVOCABLE LEASE. THIS LEASE CANNOT BE CANCELED OR
TERMINATED
Lessor: Trans-Leasing International, Inc. Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay
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By: /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇
-------------------------
Title: Admin Lessee Name: RX Technology
---------------------- ------------------------
Accepted On: 7/9/97 Title:
----------------- -----------------
Guaranty:
In the guaranty, I means the person making the guaranty, and you means the
Lessor indicated above. I guaranty that the Lessee will make all payments and
pay all other charges required under the lease agreement when they are due and
will perform all other obligations under the lease agreement fully and
promptly. I also agree that you may make other arrangements with the Lessee and
I will still be responsible for those payments and other obligations. You do not
have to notify me if the Lessee is in default under the lease agreement. If
Lessee defaults, I will immediately pay in accordance with the default
provisions of the lease agreement all sums due under the original terms of the
lease agreement and will perform all other obligations of Lessee under the lease
agreement. I will reimburse you for all the expenses you incur in enforcing any
of your rights against The Lessee or me, including attorney's fees. If this is a
corporate guaranty, it is authorized by the Board 0f Directors of the
guaranteeing corporation.
Lease Number
Guarantor Name: ▇▇▇▇▇▇ ▇. ▇▇▇ Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay
--------------------------
(individual Name Only - Do not title)
Guarantor Name: Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay
----------------------------
(individual Name Only - Do not title)
Acceptance Notice and Equipment Disclaimer and Agreement
Gentleman: This will advise that I am aware of my obligations with
reference to the above lease and that I agree to enforce in my own name all
warranties, agreements, or representations, if any, which may be made by the
supplier to me. I agree that Trans Leasing International makes no expressed or
implied warranties as to any matter whatsoever, including, without limitation
the condition of the equipment, its merchantability or its fitness for any
particular purpose. No defect or unfitness of equipment shall release me of the
obligation to pay rental payments or of any other obligations under this lease
agreement. All the items referred to above were received by us and were and are
in good order and condition acceptable to use. The decals, labels, etc., if
required and supplied have been affixed to the above items. We approve payment
by you to the supplier. Lessee hereby certifies that the Lessor has fully and
satisfactorily performed all covenants and conditions to be performed by it
under said lease agreement. Lessee acknowledges that it has read the terms and
conditions printed above and on the reverse side which are made a part hereof.
Lease Number: Lessee: RX Technology
Title President Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay Date______________
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇
TERMS AND CONDITIONS OF LEASE
Page 2 of 5 attached hereto and made a part of equipment lease agreement
number:
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1. Definitions: The words "you" and "your" refer to the LESSEE as shown on page
1. The words "we", "us" and "our" refer to the LESSOR as shown on page 1.
2. Lease: We agree to lease to you, and you agree to lease from us the
equipment, products and/or services for the term shown on the Equipment Schedule
on the page 1 and made a part hereof. This lease shall not commence until we
accept and sign the lease. Thereafter, the lease shall continue for the full
term shown on the page 1.
3. Rentals: You promise to pay us the lease payments according to the Schedule
of Rental Payments shown on the reverse side. The obligation to make payments
begins when the equipment is delivered to you.
4. Lessee's Deposit: At our option, we may require you to pay a Security Deposit
and/or Rental Payments in advance for rent due hereunder. Except in the case
that we elect not to enter into this Lease due to your lack of creditworthiness
or as otherwise provided herein, such Security Deposit and/or Rental Payments
are non-refundable. We may apply your Security Deposit made hereunder to cure
any default. If all of the conditions herein are fully complied with, the
Security Deposit shall be refunded to you within 30 days after the return of the
equipment to us at the termination of the original lease term or of any renewal
term. You understand that our acceptance of your deposit does not constitute
acceptance of this lease, which acceptance is evidenced only by our execution of
this lease in the space provided on the reverse side.
5. Warranties: LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION
WITH THIS AGREEMENT. We transfer to you for the terms of this Lease all
warranties, if any, made by the manufacturer or supplier to us. We are not
liable to you for any modification or recision of supplier or manufacturer
warranties. You agree to continue making payments to us under this Lease
regardless of any claims you may have against the supplier or manufacturer. No
salesman or agent of the supplier of the equipment is authorized to waive or
alter any term or condition of this Lease, and no representation as to the
equipment or any other matter by the supplier shall in any way affect your
obligations to perform hereunder, including the obligation to make rental
payments as set forth in this Lease.
6. Automatic Renewal: This Lease will automatically renew for successive ninety
(90) day terms unless you send us written notice that you don't want to renew at
least ninety (90) days before the end of any term. We may cancel the automatic
renewal terms by sending you written notice that we don't want this lease to
renew, at least fifteen (15) days before the end of any term.
7. Liability: We are not responsible for any losses or injuries caused by the
installation or use of the equipment. You agree to reimburse us for and to
defend us against any claims for losses or injuries caused by equipment.
8. Finance Lease: You agree that if Article 2A-Leases of the Uniform Commercial
Code is deemed to apply to this Lease, this Lease will be considered a finance
lease as that term is defined in Article 2A. To the extent permitted by
applicable law, you hereby waive any and all rights and remedies conferred upon
a Lessee by Article 2A of the Code.
9. Location of Equipment: You will keep and use the equipment only at your
address shown on the reverse side. You agree that the equipment will not be
removed from that address unless you get our written permission in advance to
move it.
10. Maintenance and Installation: You are responsible for installing and keeping
the equipment in good working order. You are responsible for protecting the
equipment from damage except for ordinary wear and tear and from any other kind
of loss while you have the equipment. If the equipment is damaged or lost, you
agree to continue to pay rent.
11. Return of Equipment: At the end the Lease term, you will immediately return
the equipment to us in a condition as good as received less normal wear and tear
to any place in the United States we designate. You will prepay all expenses of
crating and shipping by means we designate and you will properly insure the
shipment. You also agree to pay us an administration fee for processing the
return of the equipment.
12. Insurance: You agree to keep the equipment fully insured against loss until
this Lease is paid in full and to have us named as loss payee. You also agree to
obtain a general public liability insurance policy from anyone who is acceptable
to us and to include us as an insured on the policy. You agree to provide us
with certificates or other evidence of insurance acceptable to us, before this
lease term begins. If you do not provide us with acceptable evidence of
insurance, we may, but will not be required to, buy such insurance for you and
add a charge to your monthly payments which will include the premium cost, costs
associated with effecting the insurance and a carrying charge.
13. Taxes and Fees: You agree to pay when due or reimburse us for all taxes,
fees, fines, and penalties relating to use or ownership of the equipment or to
this agreement, now or hereafter imposed, levied or assessed by any federal,
state or local government or agency. You also agree to pay us upon demand an
administration fee for the handing or collecting of any such tax or fee. Upon
termination/expiration of this Lease, you agree to promptly remit 90% of the
previous year's personal property tax due with respect to the equipment subject
to this Lease plus any applicable taxes and fees as specified in a written
notice from us in order to satisfy the current year personal property tax which
has yet to be invoiced by the date of the termination/expiration.
14. Ownership of Equipment: We are the owner of the equipment and have title to
the equipment. You shall keep the equipment free from any and ail liens and
encumbrances. You shall give us immediate notice of any attachment or other
judicial process, liens or encumbrances affecting the equipment and shall
indemnify and save us harmless from any loss or damage caused thereby.
Lease Number: Lessee: RX Technology
Title President Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay Date 6/18/97
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇
TERMS AND CONDITIONS OF LEASE
Page 3 of 5 attached hereto and made a part of equipment lease agreement
number:
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15. Filing. You hereby authorize us to file this lease, any financing statements
or security agreements with respect to the equipment or any other collateral you
provide to us prior to or following our acceptance of this lease, in any state
in the United States. You further authorize us to file such lease, financing
statement or security agreement without your signature thereon. If your
signature on any financing statement is required by law, you shall execute such
supplemental instruments and financing statements if we deem such to be
necessary and advisable and shall otherwise cooperate to defend our title by
filing or otherwise. You also agree to pay us on demand any filing and releasing
fees prescribed by the Uniform Commercial Code or other law or, at our option, a
non-filing protection fee.
16. Default: If you do not pay rent when due or if you break any of your
promises under this Lease, you will be in default. If you default, we can
require that you pay the remaining balance of this Lease and return the
equipment to us. We can also use any of the remedies available to us under the
Uniform Commercial Code or any other law. If we refer this Lease to an attorney
for collection, you agree to pay our reasonable attorney's fees and actual
costs. If we have to take possession of the equipment, you agree to pay the cost
of repossession. You agree that we will not be responsible to pay you any
consequential or incidental damages for any default by us under this Lease.
17. Late Charge: If any part of a payment is late, you agree to pay a late
charge of 10% of the payment which is late. You agree to pay or reimburse all
costs of collections, including reasonable attorney's fees, incurred by us in
collecting your lease.
18. Assignment: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE
EQUIPMENT OR THIS LEASE. We may sell, assign, or transfer this Lease. You agree
that if we sell, assign, or transfer this Lease, the new owner will have the
same rights and benefits that we have now and will not have to perform any of
our obligations. You agree that the rights of the new owner will not be subject
to any claims, defenses, or set off that you may have against us.
19. Right of Inspection: The lessor, it's agents, dealers, and representatives,
shall have the right at any time during regular business hours to inspect the
equipment and for that purpose to have access to the location of the equipment
20. Risk of Loss: You hereby assume and shall bear the entire risk of loss,
theft damage and destruction of the equipment from any cause whatsoever and no
loss, theft, damage or destruction of equipment shall relieve you of the
obligation to pay rent or any obligation of this lease, and this lease shall
remain in full force and effect. You shall promptly notify us in writing of such
loss, theft, carnage or destruction of the equipment. In the event of damage of
any kind whatever to any item of equipment, you, at our option, shall at your
expense (a) place the item in good repair, condition or working order, or (b)
replace the same with like equipment of the same or later model in good repair,
condition and working order.
21. Financial Information: During the term of this lease and any renewal hereof,
you agree to provide us with all financial statements and copies of federal or
state tax returns as we may reasonably request, and permit us to obtain credit
reports, and make other credit inquiries on you, as we deem necessary. If we
supply you with labels, you shall label any and all items of equipment and shall
keep the same affixed in a prominent place. Labels shall bear the legend
"Property of Trans Leasing International, ▇▇▇▇▇▇"
▇▇. Severability: If any provision hereof or any remedy herein provided is found
to be invalid under any applicable law, such provision shall be inapplicable and
deemed omitted, but the remaining provisions hereof, including remaining default
remedies, shall be given effect in accordance with the manifest intent hereof.
23. Other Rights: You agree that any delay or failure to enforce our rights
under this Lease does not prevent us from enforcing any rights at a later time.
24. Miscellaneous: You agree that the terms and conditions indicated above are a
complete and exclusive statement of our agreement and they may be modified only
by written agreement signed by all of the parties hereto and not by course of
performance. You agree that the equipment will not be used for personal, family
or household purposes. You agree that the original of this Lease may be
microfilmed or electronically duplicated and a photo static copy of such
microfilm or electronic duplicate. You agree that facsimile copies of any
documents received and verified by Lessor shall be acceptable to all parties in
lieu of the original documents and shall have the full force and effect as any
original documents received thereafter, and that the original or such facsimile
of any document may be microfilmed or electronically duplicated, and photostatic
copy of such microfilm or electronic duplication may be introduced in lieu of
the original or such facsimile copy thereof and without further foundation. The
parties hereto expressly waive the secondary evidence rule. You acknowledge
receipt of a copy of this lease. You agree that this lease will be binding upon
your heirs, successors or legal representatives. You agree that our waiver of
any provision hereunder shall not constitute a waiver of any other matter.
25. Governing Law: THIS AGREEMENT IS PERFORMABLE IN THE STATE OF ILLINOIS AND
SHALL BE GOVERNED BY AND SUBJECT TO THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS
OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF ILLINOIS. LESSOR AND LESSEE
CONSENT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN
THE STATE OF ILLINOIS, AND WAIVE ANY OBJECTION RELATING TO IMPROPER VENUE OR
FORUM NON CONVENIENT TO THE CONDUCT AND PROCEEDING IN ANY SUCH COURT. AT
LESSOR'S SOLE ELECTION AND DETERMINATION, ANY LEGAL, EQUITABLE, OR ARBITRATION
ACTION MAY ALSO BE BROUGHT IN ANY OTHER COURT OF COMPETENT JURISDICTION IN ANY
STATE IN WHICH LESSOR HAS AN OFFICE AND LESSEE WAIVES ANY OBJECTION RELATING TO
IMPROPER VENUE OR FORUM NON CONVENIENT TO THE CONDUCT OF ANY PROCEEDING IN ANY
SUCH COURT. LESSEE, ANY GUARANTOR AND LESSOR EXPRESSLY WAIVE ANY RIGHT TO A
TRIAL BY JURY SO THAT TRIAL SHALL BE BY AND ONLY TO THE COURT
Lease Number: Lessee: RX Technology
Title President Signature /s/ ▇▇▇▇▇▇ ▇▇▇ Gay Date 6/18/97
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇
SCHEDULE "A"
Page 4 of 5 attached hereto and made a part of equipment lease agreement
number:
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Qty Description
8 SONY UP5500 VEDO PRINTER
Annexed and made a part of a Lease Agreement dated: 6/10/97 entered into between
RX Technology as lessee and Trans Leasing International as Lessor.
/s/ ▇▇▇▇▇▇ ▇▇▇ Gay
----------------------- ----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇ TRANS LEASING INTERNATIONAL
6/10/97 [LEASE MANAGERS LOGO] LEASE MANAGERS
INTERNATIONAL
RX Technology
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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[Authorized Signature: ▇▇▇▇▇▇ ▇. ▇▇▇
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CONGRATULATIONS! YOUR LEASE IS APPROVED.
PLEASE COMPLETE YOUR ORDER BY FOLLOWING THESE SIMPLE INSTRUCTIONS:
1. If you do not have a plain paper fax machine please make photocopies of all
documents.
2. When signing please put your original signature on plain paper only!
3. Please sign, title, and date wherever a _/ appears, if you have any
questions please call.
***IMPORTANT! CHEQUE MUST BE WRITTEN FROM THE FOLLOWING BANK:
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_/ PRINCIPAL BANK: Hibernia National Bank _/ ACCOUNT NUMBER 812356593
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PAY TO DESCRIPTION AMOUNT
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|X| LEASE MANAGERS First & Last Payment $2,002.39
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|_|LEASE MANAGERS Acquisition Fee Waived
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|X|LEASE MANAGERS Set Up Fees $125.00
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4. In order to process your order we will need the following cheque to be
included with your paperwork please submit a company cheque in the amount
of: $2,127.39
5. After signing lease and writing cheque OVERNIGHT PAPERWORK TO US!!!!!
TO SHIP PAPERWORK:
Company: Lease Managers
Address: ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇
City: ▇▇▇▇▇▇ State: CA Zip: 90745
Attention: Cust. Svc. Telephone: ▇▇▇-▇▇▇-▇▇▇▇
PLEASE SHIP PRIORITY OVERNIGHT!