1
MASTER EQUIPMENT LEASE
Alliance Leasing & Services Group, Ltd. ("ALSG") and the Lessee stated above
("Customer"), in consideration of the mutual agreements set forth herein and in
any schedule or schedules hereto and the payment of rent as provided herein and
therein, hereby agree to the terms of this Master Equipment Lease and any
schedule or schedules hereto.
1. EQUIPMENT LEASED: This contract is a Master Equipment Lease and the terms of
each schedule ("Schedule") hereto are subject to any and all conditions and
provisions set forth herein as they may from time to time be amended. Each
Schedule shall incorporate therein all of the terms and conditions of this
Master Equipment Lease and shall contain such additional terms and conditions as
ALSG and Customer shall agree upon. Each Schedule is enforceable according to
the terms and conditions contained therein. In the event of a conflict between
the language of this Master Equipment Lease and any Schedule hereto, the terms
of the Schedule shall prevail with respect to that Schedule. This Master
Equipment Lease and all Schedules hereto are collectively referred to as the
"Agreement."
ALSG agrees to lease to Customer, and Customer agrees to lease from ALSG, in
accordance with the terms and conditions herein, the equipment and features,
together with all replacements, parts, repairs, additions, attachments and
accessories incorporated therein (collectively called the "Machines") described
in each executed Schedule which shall be made a part hereof. Customer shall have
no right, title or interest in the Machines, except as expressly set forth in
this Agreement. ALSG shall have no obligation hereunder until the execution and
delivery of a Schedule by ALSG and Customer.
2. TERM AND RENT: The term of this Agreement shall commence on the date set
forth above and shall continue thereafter so long as any Schedule entered into
pursuant to this Agreement remains in effect.
The Initial Term and the rent payable with respect to each Machine shall be as
set forth in the Schedule relating thereto. The term of any lease of Machines
hereunder shall commence on the Commencement Date specified in the Schedule
relating to such Machines and shall continue in force until terminated by ALSG
or Customer upon not less than one hundred eighty (180) days' written notice,
provided, however, that no such lease shall be so terminated prior to the
expiration of the Initial Term Specified in such Schedule.
The periodic rental charge for Machines listed in each Schedule shall commence
on the Commencement Date, specified in such Schedule, and be due and payable in
advance on the first day of each month, in the case of monthly rent, and
quarter, in the case of quarterly rent (except in each case the first payment
which shall be a pro rata portion of the periodic rental charge calculated on
the basis of thirty-day months, and shall be due and payable when invoiced by
ALSG.)
Except as otherwise hereinafter expressly provided, the ALSG periodic rental
charges for all the Machines listed in each Schedule during the Initial Term
shall be the charges set forth in the Schedule relating thereto.
After expiration of the Initial Term specified in a Schedule and so long
thereafter as this Agreement shall remain in effect, the periodic rental charge
for the Machines set forth in such Schedule shall be the aggregate periodic
rental charges for such Machines in effect with respect to the last month or
quarter of the Initial Term relating thereto.
3. LATE CHARGES: At its discretion, ALSG shall have the right to charge and
collect, and Customer agrees to pay, late charges for rental and other amounts
due hereunder not paid when due, said late charges to be charged at the rate of
one and one half percent per month on the unpaid installment or the highest
amount permitted by applicable law whichever is lower. These charges will be
billed in the following period and like the rental will be due the first day of
the month or quarter. No notice of default shall be required to be given to
Customer as a condition to Customer's becoming obligated to pay late charges.
4. PAYMENT OF TAXES: Customer convenants and agrees to pay, upon invoice by
ALSG, and to reimburse and indemnify and hold ALSG harmless from and against,
all taxes, fees or other charges, however designated or levied, on the Customer,
on this Agreement, on the Machines or their use or value for tax purposes,
including (but not limited to) state and local privilege or excise taxes based
on gross revenue and any taxes or amounts in addition thereto or in lieu thereof
paid or payable by ALSG, except any taxes based upon the net income of ALSG.
5. SECURITY INTEREST: At or prior to the Commencement Date of any lease of
Machines hereunder, and from time to time as ALSG shall request, Customer, at
its own expense, shall cause financing statements with respect to this Agreement
to be executed by a duly authorized representative of Customer and ALSG and
filed in the Office of the Secretary of State and County Recorder of the
appropriate jurisdiction as may be required to create a perfected security
interest in the Machines. The Customer shall, at its expense, from time to time
do and perform any other act and will execute, deliver, file and record (and
will re-file, re-record, whenever required) any and all further instruments
required by law or reasonably requested by ALSG, its successors or assigns, for
the protection of the title of ALSG, its successors or assigns to the Machines,
or for the purpose of carrying out the intent of the Agreement.
6. LIENS: Customer shall not directly or indirectly create, incur, assume or
suffer to exist any mortgage, security interest, pledge, charge, lien,
encumbrance or claim on or with respect to the Machines, title thereto or any
interest therein, except (a) the respective rights of ALSG and Customer as
herein provided, (b) liens or encumbrances which result from any action or
inaction of ALSG or from any claim against ALSG (other than any such liens or
encumbrances which arise from Customer's failure to perform any obligation of
Customer hereunder), (c) liens for taxes either not yet due or being contested
in the opinion of ALSG in good faith and by appropriate proceedings and (d)
inchoate materialmen's, mechanics', workmen's, repairmen's, employees' or other
like liens arising in the ordinary course of business and not delinquent.
Customer will immediately notify ALSG of, and Customer will immediately at its
own cost and expense take whatever action is necessary to duly discharge, any
such mortgage, security interest, pledge, charge, lien, encumbrance or claim not
excepted in (b), (c) and (d) above, when the same may arise at any time, until
the return of the Machines as provided hereunder.
7. MAINTENANCE: Customer at its sole expense shall maintain the Machines in good
operating order, repair, condition and appearance and protect the Machines from
deterioration, other than normal wear and tear. Customer at its sole expense
shall enter into, and maintain in force in accordance with the terms thereof, a
Maintenance Agreement covering the Machines with ALSG, the manufacturer of the
Machines, or such other party as shall be acceptable to ALSG (the "Maintenance
Vendor") (effective date to be the Commencement Date of this Agreement), and
Customer shall supply an executed copy thereof to ALSG and authorize the
Maintenance Vendor to notify ALSG in the event maintenance charges are not paid
by Customer when due. In such event, ALSG shall have the right, but not the
obligation, to pay all such charges and treat such amounts as additional rental
hereunder Customer will cause the Maintenance Vendor to keep the Machines in
good working order in accordance with the provisions of said Maintenance
Agreement. All maintenance and service charges, whether under said Maintenance
Agreement or otherwise, and in addition the expenses, if any, of the Maintenance
Vendor's customer engineers charged by such Vendor in connection with
maintenance and repair services, shall be borne by Customer. The Equipment
returned to Lessor shall, at the time it is removed from Lessee's premises, be
in the same condition and working order as when delivered to Lessee, reasonable
wear and tear excepted, and certified for manufacturer's maintenance by its
manufacturer. Customer hereby assumes and agrees to pay any costs necessary to
have the manufacturer certify the machines.
Upon the request of ALSG, Customer shall at reasonable times during business
hours make the Machines and its maintenance records available for inspections.
8. USE: Customer shall provide safe storage and proper care for the Machines and
shall at all times use, operate and enjoy the same strictly in accordance with
all laws, ordinances and regulations from time to time in force. Cards, tapes,
other supplies, accessories and disk devices used to operate the Machines shall
meet applicable specifications of the respective Machine manufacturer(s).
9. ALTERATION AND ATTACHMENTS: Customer may, at its own expense and after prior
written notice to ALSG, make alterations in or attachments to the Machines,
provided that such alterations and attachments consist only of (i) any
accessory, equipment or device manufactured or sold by the manufacturer of the
Machines for installation on the Machines and installed in compliance with said
manufacturer's installation procedures, or (ii) any other accessory, equipment
or device installed on the Machines so long a such item does not interfere with
the normal operation of the Machines, increase the cost of maintenance of the
Machines, or create a safety hazard, and is capable of being removed without
causing damage to the Machines. Any alteration or attachment proposed by
Customer for the Machines shall, at ALSG's option, be purchased or leased from
ALSG, subject to the then prevailing fair market value of such alteration or
attachment and, if applicable, the then prevailing market interest rate for
customers with like credit standing as Customer in similar transactions. All
such alterations and attachments, unless ALSG shall otherwise direct in writing,
shall be removed by Customer and the Machines restored to their original
condition, reasonable wear and tear excepted, upon termination of this
Agreement. Any unremoved alterations and attachments and replacements made to or
placed in or upon the Machines shall become a component part thereof and title
therein shall immediately vest in ALSG and shall be included under the terms and
provisions of this Agreement. Customer shall not, without the prior written
consent of ALSG and subject to such conditions as ALSG may impose for is
protection, affix the Machines to any real property if, as a result thereof, the
Machines will become a fixture under applicable law. Notwithstanding the above
provisions, the manufacturer of the Machines may incorporate engineering changes
or make temporary alterations to the machines without the consent of ALSG.
10. RISK OF LOSS: All risk of loss, theft, destruction and damage to the
Machines, from whatever cause, are assumed by Customer. Should the Machines be
damaged, customer shall repair the Machines to ALSG's satisfaction and after
making such repair Customer shall be entitled to reimbursement by ALSG to the
extent of insurance proceeds received by ALSG for such charges as customer has
incurred. Should the Machines be irreparably damaged, lost or destroyed,
Customer shall pay ALSG the value thereof, which shall be deemed to be the
Stipulated Loss Value for such Machines as listed on the Schedules relating
thereto, and after making such payment Customer shall be entitled to
reimbursement by ALSG to the extent of insurance proceeds received by ALSG.
Customer will maintain fire, with extended coverage, insurance for the term of
the Agreement on the Machines for the full value thereof, as specified above,
and will maintain public liability insurance with respect to the Machines with
minimum limits of liability per any one occurrence of not less than $250,000.
All such insurance shall name ALSG, its successors and assigns as additional
assureds or loss payees as their interest may appear, shall be with such
insurers as shall be satisfactory to ALSG and shall provide that the same may be
altered or cancelled only after ten (10) days' prior written notice to such
assureds and loss payees. If any loss shall be paid to Customer and ALSG
jointly, ALSG is hereby appointed Customer's attorney-in-fact for the purpose of
endorsing Customer's name on the check or draft constituting such payment.
Customer shall deliver to ALSG, promptly after the beginning of the term of the
Agreement or prior to the effective date of any cancellation or expiration of
such insurance, as the case may be, the insurance policy or a certificate of
other evidence, satisfactory to ALSG, of the maintenance of such insurance.
Customer agrees to give ALSG prompt notice of any damage to or loss of the
Machines or any part thereof, and to take such actions as required by this
paragraph within thirty (30) days of such damage or loss.
11. INDEMNITY: Customer agrees that it shall at all times defend, indemnify, and
hold ALSG, its successors and assigns, harmless from and against any and all
claims, costs, expenses, damages and liabilities (including, but not limited to,
liability for death, bodily injury and property damage), including reasonable
attorneys' fees, resulting from or pertaining to the purchase, ownership,
rental, use, operation or return of the Machines during or upon the expiration
of the initial or any extended term of this Agreement, except for any of the
foregoing that result from the sole negligence or willful misconduct of ALSG.
12. DISCLAIMER OF LIABILITY: CUSTOMER AGREES THAT ALSG SHALL NOT BE LIABLE TO
CUSTOMER FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF ANY KIND CAUSED, DIRECTLY OR
INDIRECTLY, BY THE INADEQUACY OF ANY MACHINE FOR ANY PURPOSE, ANY DEFICIENCY OR
DEFECT THEREIN OR ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE ANY THEREOF, OR
ANY INTERRUPTION OR LOSS OF SERVICE OR USE THEREOF, OR ANY LOSS OF BUSINESS AND
AGREES THAT IT WILL, IRRESPECTIVE OF ANY SUCH CLAIM, LOSS, DAMAGE OR EXPENSE,
CONTINUE TO PAY ALL PERIODIC RENTAL CHARGES IN THE AMOUNTS STATED HEREIN WHICH
MAY COME DUE DURING THE INITIAL TERM HEREOF AND THEREAFTER SO LONG AS THIS
AGREEMENT IS NOT TERMINATED IN ACCORDANCE WITH ITS TERM. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD THAT ALSG MAKES NO
WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY,
FITNESS, CONDITION, QUALITY, CAPACITY OR DURABILITY OF THE MACHINES OR ANY PART
THEREOF. THERE IS NO WARRANTY THAT THE MACHINES WILL BE FIT FOR A PARTICULAR
PURPOSE. ALSG SHALL NOT BE OBLIGATED TO PROVIDE REPLACEMENT FOR ANY OF THE
MACHINES WHICH MAY BE DESTROYED BY FIRE, THEFT, OR OTHER CASUALTY.
13. REPRESENTATIONS AND WARRANTIES OF CUSTOMER: Customer hereby represents and
warrants for the benefit of ALSG that: (a) The execution, delivery and
performance of this Agreement have been duly authorized by all necessary action
on the part of Customer. (b) Each individual executing such on behalf of
Customer was duly authorized to do so. (c) This Agreement constitutes a legal,
valid and binding agreement of the Customer enforceable in accordance with its
terms. (d) The Machines shall be deemed to be personal property even though
attached to a realty and will not become fixtures under applicable law.
14. SELLING TIME: The Customer shall have the unlimited right to sell time to
third parties so long as it shall retain uninterrupted possession and control of
the Machines.
15. MOVING MACHINES: Customer may move all the Machines, at its expense, upon
thirty (30) days' prior written notice to ALSG, its successors and assigns, to
any other location of Customer, or any location of any division or subsidiary of
Customer, within the continental United States (but in no event to any location
outside the continental United States); provided, however, that the state of
such relocation shall have in effect the Uniform Commercial Code and that all
costs (including, without limitation, additional property taxes or other taxes,
any additional expense of insurance coverage, and any expense associated with
the protection of the title and interest of ALSG, its successors and assigns to
and in the Machines) resulting from such movement shall be borne by Customer. In
the event of such movement, Customer and such division or subsidiary of
Customer, if any, shall cooperate with ALSG in taking all necessary, appropriate
and reasonable measures to protect the title of ALSG, and the interest of an
successor or assignee of ALSG, to and in the Machines.
16. NOTICE: Service of all notice under this Agreement shall be sufficient if in
writing and given personally or mailed to the party involved at its respective
address herein set forth, or any such other address as such party may provide in
writing from time to time. Any such notices mailed to such address shall be
effective when deposited in the United States mails, duly addressed with postage
prepaid. Until further notice, service of all notice to ALSG shall be given at
its general office, Alliance Leasing & Services Group, Ltd., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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17. TRANSPORTATION AND INSTALLATION: All transportation, rigging, traffic and
drayage charges upon delivery of the Machines to Customer's site and upon final
redelivery of the Machines to a location designated by ALSG (including, without
limitation, the costs of intransit insurance) are to be paid by Customer. All
costs involved in installation and deinstallation by qualified labor are the
responsibility of the Customer.
18. RETURN OF MACHINES: Upon the expiration of the Initial Term or any extended
term of any lease of Machines under this Agreement, Customer shall return the
Machines so leased to ALSG, or any person designated by ALSG to Customer in
writing, by making the same available, appropriately crated for transport by
truck, at the loading dock of the building which shall be the location of the
Machines upon such expiration, at Customer's sole cost and expense.
19. LEASING ONLY: This Agreement is one of leasing only and Customer shall not
have or acquire any right, title or interest in or to any of the Machines except
the right to use and operate the same as herein provided. Labels or other
markings may be affixed and maintained on the Machines by ALSG indicating ALSG
as the owner thereof. Customer shall keep the Machines free from any marking or
labeling which might be interpreted as a claim of ownership thereof or other
interest therein.
20. REIMBURSEMENT: All advances made by ALSG to discharge and pay any charges or
any liens or encumbrances on the Machines for which Customer is liable hereunder
shall be added to the unpaid balance of the periodic rental charge due and to
become due and collectible as rent hereunder and shall be repayable by Customer
to ALSG immediately, together with interest thereon at one and one half percent
per month or the highest lawful rate, whichever is lower.
21. ASSIGNMENT: This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and (to the extent specified
in any assignment) assigns. Customer, however, shall not assign this Agreement
or sublet any Machines without first obtaining the written consent of ALSG,
which such consent shall not be unreasonably withheld, provided that in no event
will it be deemed unreasonable for ALSG to require as a condition to any such
consent that Customer not be relieved of Liability hereunder. In the event of
any assignment or sublet by Customer, Customer, its assigns and its sublessee,
if any, shall cooperate with ALSG in taking all reasonable measures to protect
the interest or title of ALSG, its successors and assigns, in or to the
Machines. Customer acknowledges and understands that ALSG anticipates either
selling and assigning its interest in certain or all of the Machines to one or
more persons, or granting a security interest in the Machines to a lender o
lenders in consideration of a loan or loans to ALSG. Customer agrees that with
respect to the periodic rental charges and any other payments due and to become
due to ALSG under this Agreement, it shall not, as to any assignee of ALSG's
rights under this Agreement, assert against such assignee, any defense, setoff
or counterclaim (including recoupment against or any diminution of amounts
payable by Customer to such assignee) which it may have against ALSG. ALSG
covenants that Customer shall quietly possess the Machines under this Agreement
notwithstanding any such assignment by ALSG, subject to and in accordance with
the provisions of this Agreement so long as Customer is not in default
hereunder.
22. DEFAULT BY CUSTOMER: It shall be deemed a Default by Customer hereunder if
the Customer (a) defaults in the payment of any sum of money due hereunder
beyond the tenth (10th) day after the same shall become due hereunder; (b)
defaults in the performance of any other of its obligations under this Agreement
for a continuous period of thirty (30) days after receipt by Customer of written
notice thereof from ALSG, its successors or assigns; (c) performs any
affirmative act of insolvency or files any petition or takes any other action
under any bankruptcy, reorganization, insolvency or moratorium law or any other
law or laws for the relief of, or relating to, debtors; (d) is the subject of
filing of any involuntary petition under any bankruptcy statute which is not
dismissed within sixty (60) days thereafter or the appointment of any receiver
or trustee to take possession of the properties of Customer, unless such
petition or appointment is set aside or withdrawn or ceases to be in effect
within sixty (60) days from the date of said filing or appointment; (e) has a
substantial part of its property or any part of the Machines subjected to any
levy, seizure, assignment or sale for or by any creditor or governmental agency;
or (f) defaults under any other agreement between Customer and ALSG, its
successors or assigns.
In the event of any Default, ALSG, its successors or assigns, may at its option:
(i) terminate this Agreement; (ii) whether or not this Agreement is terminated,
take immediate possession of any or all of the Machines, wherever situated, and
for such purpose enter upon any premises without liability for so doing; (iii)
sell, dispose of, hold, use or lease any Machines as ALSG in its sole discretion
may decide, without any duty to account to Customer, and Customer shall remain
liable for the remaining unpai rent for the balance of the respective Initial
Term relating to such Machines and for other charges payable by Customer in
accordance with this Agreement as provided herein; (iv) declare immediately due
and payable the present value of all rentals remaining unpaid for the balance of
the term of this Agreement (such present value to be computed on the basis of
the discount rate as defined in the Schedule, applied from the date upon which
such rental would be paid), in which event the same shall be accelerated and
immediately due and payable, which rentals shall be deemed liquidated damages
and not a penalty; and (v) exercise any other right or remedy which may be
available in law or equity. Notwithstanding ALSG's exercise of any of the
foregoing remedies, ALSG may recover from Customer all rentals and other sums
accrued and unpaid under any terms hereof. The above remedies, to the extent
permitted by law, shall be deemed cumulative and may be exercised successively
or concurrently.
23. FINANCIAL INFORMATION: As soon as practicable after the close of each fiscal
year of customer, Customer will furnish to ALSG a copy of its annual audit
report prepared by independent certified accountants, or other accountants
satisfactory to ALSG, unless the equivalent of such report is available to ALSG
upon request, without charge or investment, in the form of Customer's annual
report to shareholders, during each such year at such time.
24. GENERAL: The terms and conditions of this Agreement supersede those of all
previous agreements between the parties with respect to the use of the Machines,
and such use hereafter is subject to the terms and conditions of the agreement.
No modification or waiver of any of the terms and conditions of this Agreement
nor consent to any departure therefrom by Customer shall in any event be
effective unless the same shall be in writing signed by ALSG and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose given. Any provision hereof prohibited by, or unlawful or
unenforceable under, any applicable law of any jurisdiction shall be ineffective
without invalidating the remaining provisions of this Agreement; provided,
however, that where the provisions of any such applicable law may be waived,
they are hereby waived by Customer to the full extent permitted by law to the
end that this Agreement shall be deemed to be a valid and binding agreement
enforceable in accordance with its terms.
If legal action is required to enforce the terms and conditions of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees
and other expenses.
Master Equipment Lease No.
CRS96120
Name of Lessee CARDINAL REALTY SERVICES, INC.
Master Equipment Lease Date
SEPTEMBER 30, 1996
Address of Lessee ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
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THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OHIO (WITHOUT
REGARD TO CONFLICT OF LAWS) AND CONSTITUTES THE ENTIRE AGREEMENT BETWEEN
CUSTOMER AND ALSG WITH RESPECT TO THE FURNISHING OF MACHINE USE HEREUNDER.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on behalf of each of them as of the date set forth at the beginning of
this Agreement.
ALLIANCE LEASING & SERVICES GROUP, LTD. CARDINAL REALTY SERVICES, INC.
BY:
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BY:
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Its duly authorized representative
TITLE:
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[Alliance Leasing & Services Group Letterhead]
SCHEDULE A DATED SEPTEMBER 30, 1996
TO MASTER EQUIPMENT LEASE NO. CRS96120
DATED SEPTEMBER 30, 1996
CUSTOMER: CARDINAL REALTY SERVICES, INC.
EQUIPMENT LOCATION: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMMENCEMENT DATE: OCTOBER 1, 1996
MANUFACTURER: IBM
INITIAL TERM: 36 MONTHS after the first day of the calendar quarter immediately
following the Commencement Date.
QUANTITY TYPE MODEL DESCRIPTION SERIAL QUARTERLY STIPULATED
NO. RENT LOSS VALUE
---------- -----------
See Attachment #1 Totals: $48,369.00 $580,428.00
QUARTERLY RENT: Notwithstanding Section 2 of the Master Equipment Lease,
Customer and ALSG acknowledge and agree that Rent payable under this Schedule
shall be paid quarterly rather than monthly, quarterly rent shall be due and
payable in advance on the first day of each calendar quarter, and the first
payment shall be a pro rata portion of the quarterly rental charge calculated on
a ninety day basis and shall be due and payable when invoiced by ALSG. The terms
of this Schedule shall be interpreted so as to be consistent with the intention
of the parties that rental be paid on a quarterly basis.
MASTER EQUIPMENT LEASE: This Schedule is entered into pursuant to the Master
Equipment Lease identified above, a copy of which each party hereto has been
provided. All of the terms, conditions, representations and warranties of the
Master Equipment Lease are hereby incorporated by reference herein and made a
part hereof as if they were expressly set forth in this Schedule. This Schedule
constitutes a separate lease with respect to the Machines described herein. By
their execution and delivery of this Schedule, the parties hereby reaffirm as of
the date hereof all of the terms, conditions, representations and warranties of
the Master Equipment Lease, except as modified herein. Discount rate: In
calculating present value with regard to item 22 of the Master Equipment Lease,
the discount rate to be used will be the lesser of the Federal Reserve discount
window borrowing rate in effect at the Commencement Date or 6%.
Alliance Leasing & Services Group, Ltd. Cardinal Realty Services, Inc.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------- ----------------------------------
Its duly authorized representative TITLE: E.V.P. and Chief Financial Officer
2
ATTACHMENT #1
TO MASTER EQUIPMENT LEASE NUMBER CRS96120 SCHEDULE A
QUANTITY TYPE MODEL DESCRIPTION SERIAL NO.
1 9406 510 AS/400 Model 2143
2 /1602 1.03 Disk Unit
1 /2619 Token Ring Card
1 /2621 Tape Controller
1 /2623 Six Line Comm Controller
3 /2657 EIA 232/V.24 Two Line
1 /2674 Optical Bus Adapter
1 /2686 Optical Link Processor
1 /5044 System Unit Exp Rack
2 /6140 Workstation Controller
3 /6501 DASD Controller
1 /6606 1.96 Disk ▇▇▇▇
▇ /7255 Opt Base 256MB Main Storage
1 9337 480 Disk Unit
4 /1288 4.19GB Disk Unit
1 9337 440 Disk Unit
4 /1248 1.96 Disk ▇▇▇▇
▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
1 7857 017 Modem
1 ▇.▇. ▇▇▇▇▇▇▇ Software
Customer Initials: MDT
---
E.V.P / CFO
3
[Alliance Leasing & Services Group Letterhead]
CERTIFICATE OF ACCEPTANCE
ACKNOWLEDGMENT OF ASSIGNMENT
AND
INSURANCE OBLIGATION
CUSTOMER'S CERTIFICATE OF ACCEPTANCE & ACKNOWLEDGEMENT OF ASSIGNMENT As Lessee
under Master Equipment Lease CRS96120 dated September 30, 1996 ("Lease") entered
into with Alliance Leasing & Services Group, Ltd. ("ALSG"), we do hereby certify
that we have as of the date hereof inspected each item of equipment described on
Schedule(s) B, a copy of each of which is attached hereto, and found the same to
be in good operating condition; and, by execution and delivery of this
Certificate, we do hereby unconditionally accept each said item of equipment as
installed for the Lease.
In addition, we hereby acknowledge that we have been advised by ALSG that ALSG
anticipates assigning the Schedule(s) to a lender ("Lender") in consideration of
a loan to ALSG. We hereby authorize ALSG to enter the Lender's name in the space
provided below. Return of a copy of this certificate to us including the
Lender's name below, counter-executed by ALSG , will constitute our
acknowledgment of this assignment. We will thereafter remit all future rental
payments to the Lender at the address given below.
For the express benefit of the Lender, we hereby affirm all of our covenants and
agreements under the Lease; we hereby affirm that the Lease and Schedule(s) are
in full force and effect and that as of the date hereof no event of default has
occurred under the Lease; and we hereby specifically covenant and agree that,
with respect to the periodic rental charges and other payments due and to become
due under the Lease, we shall not assert for any reason whatsoever against the
Lender, as assignee of ALSG, any defense, set-off, or counterclaim (including
recoupment against or any diminution of amounts payable by Lessee to the Lender)
which we may have against ALSG.
CUSTOMER'S ACKNOWLEDGMENT OF INSURANCE OBLIGATION As Lessee under Master
Equipment Lease CRS96120 dated September 30, 1996 with ALSG as Lessor, we hereby
acknowledge our obligation to promptly furnish a Certificate or Evidence of
Insurance providing coverage on the equipment in our Lease Schedule(s) B dated
September 30, 1996. The Loss Payable clause will be in favor of "ALSG and its
Successors and Assigns, as their interests may appear," and the amount will be
$580,428.00
Please be advised that this request has been made of
Northfield Insurance Co. of St. ▇▇▇▇, Minnesota, (▇▇▇) ▇▇▇-▇▇▇▇
---------------------------- ------------------- -----------------
(Customer's Insurance Agent) (Location) (Telephone Number)
and that such Certificate or Evidence of Insurance will be shortly forthcoming.
CARDINAL REALTY SERVICES, INC. ALLIANCE LEASING & SERVICES GROUP, LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------ -------------------------
Date: 9/30/96 Date: 9/30/96
--------------------- -------
Title: E.V.P. & Chief Financial Officer Title: President
--------------------------------- ----------
Schedule(s) A has (have) been assigned to:
Lender's Name:
Lender's Address:
4
ADDENDUM #1
This is an addendum to Schedule A dated September 30, 1996 to Master Equipment
Lease No. CRS96120 dated September 30, 1996, by and between Cardinal Realty
Services, Inc. ("Customer") and Alliance Leasing & Services Group, Ltd.
("ALSG").
In consideration of the respective parties entering into the Schedule, providing
for the lease of certain equipment by ALSG to Customer, ALSG and Customer hereby
agree as follows:
At the end of the Initial Term and upon payment in full of all of
Customer's obligations under the Schedule and Master Equipment Lease,
Customer may purchase the equipment on this Schedule for an amount
equal to the then current fair market value of the equipment.
At the end of the Initial Term, ALSG will offer Customer an extension
of the lease of the equipment on this Schedule at a fair market value
monthly rate.
At the end of the Initial Term and upon payment in full of all of
Customer's obligations under the Schedule and Master Equipment Lease,
Customer may return the equipment on this Schedule with no further
obligation.
Accepted and agreed upon this 7th day of January, 1996.
Alliance Leasing & Services Group, Ltd. Cardinal Realty Services, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------- ---------------------
Title: President Title: EVP and CFO
5
ADDENDUM #2
This is an addendum to Schedule A dated September 30, 1996 to Master Equipment
Lease No. CRS96120 dated September 30, 1996, by and between Cardinal Realty
Services, Inc. ("Customer") and Alliance Leasing & Services Group, Ltd.
("ALSG").
In consideration of the respective parties entering into the Schedule, providing
for the lease of certain equipment by ALSG to Customer, ALSG and Customer hereby
agree as follows:
ALSG will make one (1) payment directly to Customer according to the
following payment schedule:
Payment Number Date Due Payment Amount
-------------- -------- -------------
1 09/30/96 $87,996.00
Accepted and agreed upon this 30th day of September, 1996.
Alliance Leasing & Services Group, Ltd. Cardinal Realty Services, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------- ------------------------
Title: President Title: EVP and Chief Financial Officer
6
ADDENDUM #3
This is an addendum to Schedule A dated September 30, 1996 to Master Equipment
Lease No. CRS96120 dated September 30, 1996, by and between Cardinal Realty
Services, Inc. ("Customer") and Alliance Leasing & Services Group, Ltd.
("ALSG").
In consideration of the respective parties entering into the Schedule, providing
for the lease of certain equipment by ALSG to Customer, ALSG and Customer hereby
agree as follows:
ALSG will assume responsibility for the fair market value obligation as
of September 30, 1997 for the equipment listed below:
Qty Model# Description
--- ------ -----------
1 9406-F50 AS/400
1 2619 Token Ring Card
1 2621 Tape Controller
1 2623 Six Line Comm ▇▇▇▇▇▇▇▇▇▇
▇ ▇▇▇▇ ▇▇▇ 232/V.24 Two Line
1 5042 System Unit Exp. Rack
2 6140 Workstation Controller
1 6501 DASD Controller
1 9337-440 Disk Unit
4 1248 1.96 Disk Unit
Accepted and agreed upon this 30th day of September, 1996.
Alliance Leasing & Services Group, Ltd. Cardinal Realty Services, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------- --------------------
Title: President Title: EVP and Chief Financial Officer
7
SCHEDULE B DATED January 6, 1997
TO MASTER EQUIPMENT LEASE NO. CRS96120
DATED September 30, 1996
CUSTOMER: Cardinal Realty Services, Inc.
EQUIPMENT LOCATION: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMMENCEMENT DATE: November 29, 1996
MANUFACTURER: POWERSITE
INITIAL TERM: 36 MONTHS after the first day of the calendar quarter immediately
following the Commencement Date.
QUANTITY TYPE MODEL DESCRIPTION SERIAL QUARTERLY STIPULATED
NO. RENT LOSS VALUE
---------- -----------
350 PowerSite System Copy $23,352.00 $280,224.00
This Schedule is a schedule to Master Equipment Lease Agreement Number
CRS96120 ("Agreement") between Alliance Leasing and Services Group, Ltd.
and Cardinal Realty Services, Inc. ("Customer"), and assigned to LeaseNet,
Inc. ("Lessor").
QUARTERLY RENT: Notwithstanding Section 2 of the Master Equipment Lease,
Customer and LeaseNet acknowledge and agree that Rent payable under this
Schedule shall be paid quarterly rather than monthly, quarterly rent shall be
due and payable in advance on the first day of each calendar quarter, and the
first payment shall be a pro rata portion of the quarterly rental charge
calculated on a ninety day basis and shall be due and payable when invoiced by
LeaseNet . The terms of this Schedule shall be interpreted so as to be
consistent with the intention of the parties that rental be paid on a quarterly
basis.
MASTER EQUIPMENT LEASE: This Schedule is entered into pursuant to the Master
Equipment Lease identified above, a copy of which each party hereto has been
provided. All of the terms, conditions, representations and warranties of the
Master Equipment Lease are hereby incorporated by reference herein and made a
part hereof as if they were expressly set forth in this Schedule. This Schedule
constitutes a separate lease with respect to the Machines described herein. By
their execution and delivery of this Schedule, the parties hereby reaffirm as of
the date hereof all of the terms, conditions, representations and warranties of
the Master Equipment Lease, except as modified herein. Discount rate: In
calculating present value with regard to item 22 of the Master Equipment Lease,
the discount rate to be used will be the lesser of the Federal Reserve discount
window borrowing rate in effect at the Commencement Date or 6%.
LeaseNet, Inc. Cardinal Realty Services, Inc.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------- --------------------------
Its duly authorized representative TITLE: E.V.P. and CFO
8
CERTIFICATE OF ACCEPTANCE
ACKNOWLEDGMENT OF ASSIGNMENT
AND
INSURANCE OBLIGATION
CUSTOMER'S CERTIFICATE OF ACCEPTANCE & ACKNOWLEDGEMENT OF ASSIGNMENT As Lessee
under Master Equipment Lease CRS96120 dated September 30, 1996 ("Lease") entered
into with LeaseNet, Inc. we do hereby certify that we have as of the date hereof
inspected each item of equipment described on Schedule(s) B, a copy of each of
which is attached hereto, and found the same to be in good operating condition;
and, by execution and delivery of this Certificate, we do hereby unconditionally
accept each said item of equipment as installed for the Lease.
In addition, we hereby acknowledge that we have been advised by LeaseNet that
LeaseNet anticipates assigning the Schedule(s) to a lender ("Lender") in
consideration of a loan to LeaseNet. We hereby authorize LeaseNet to enter the
Lender's name in the space provided below. Return of a copy of this certificate
to us including the Lender's name below, counter-executed by LeaseNet , will
constitute our acknowledgment of this assignment. We will thereafter remit all
future rental payments to the Lender at the address given below.
For the express benefit of the Lender, we hereby affirm all of our covenants and
agreements under the Lease; we hereby affirm that the Lease and Schedule(s) are
in full force and effect and that as of the date hereof no event of default has
occurred under the Lease; and we hereby specifically covenant and agree that,
with respect to the periodic rental charges and other payments due and to become
due under the Lease, we shall not assert for any reason whatsoever against the
Lender, as assignee of LeaseNet, any defense, set-off, or counterclaim
(including recoupment against or any diminution of amounts payable by Lessee to
the Lender) which we may have against LeaseNet.
CUSTOMER'S ACKNOWLEDGMENT OF INSURANCE OBLIGATION As Lessee under Master
Equipment Lease CRS96120 dated September 30, 1996 with LeaseNet as Lessor, we
hereby acknowledge our obligation to promptly furnish a Certificate or Evidence
of Insurance providing coverage on the equipment in our Lease Schedule(s) B
dated January 6, 1997. The Loss Payable clause will be in favor of "LeaseNet and
its Successors and Assigns, as their interests may appear," and the amount will
be $280,224.00
Please be advised that this request has been made of
____________________________ of ________________________ , _____________________
(Customer's Insurance Agent) (Location) (Telephone Number)
and that such Certificate or Evidence of Insurance will be shortly forthcoming.
LEASENET, INC. CARDINAL REALTY SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------- ----------------------
Date: 1-7-97 Date: November 29, 1996
------------------- ----------------------
Title: President Title: EVP and CFO
------------------ ----------------------
Schedule(s) B has (have) been assigned to:
Lender's Name: Star Bank, N.A.
Lender's Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
9
SCHEDULE C DATED April 1, 1997
TO MASTER EQUIPMENT LEASE NO. CRS96120
DATED September 30, 1996
CUSTOMER: Cardinal Realty Services, Inc.
EQUIPMENT LOCATION: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMMENCEMENT DATE: April 1, 1997
MANUFACTURER: Various
INITIAL TERM: 36 MONTHS after the first day of the calendar quarter immediately
following the Commencement Date.
QUANTITY TYPE MODEL DESCRIPTION SERIAL QUARTERLY STIPULATED
NO. RENT LOSS VALUE
2 BK280B Back-ups 280-280 VA Standby $498.00 $5,974.00
2 C4661A M330 OfficeJet ▇▇▇/▇▇▇/▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
SUS67NA10HY
1 07-00-01817 PCAnywhere WIN95/NT V7.5
2 07-00-01850 Norton Antivirus V2.0 f/WIN95
2 070-054V400 Works V4.0 f/WIN95
2 TST800RFBET Tapestor Travan 800 INT 800 MB
QIC80 w/TRI, B/U
2 0037-3131 Acer Entra P/100 16MB/1.08GB 1700042763
256K Cache 1700042828
2 0053-0020 Acer 15" .28DP UVGA Monitor M5500006685
M5500006669
2 0010-0080 NCM 8x CD-ROM
1 07-91-00505 PC Anywhere V7.5 f/WIN95,
NT A-Node
2 0053-4004 IMB VRAM f/Acer Entra
1 MVPV34ILC 33.6INT 14.4S/R Fax V.34
▇ ▇▇▇▇-▇▇▇▇ Max 33.6INT V.34 Netpacer
2 PAR/BD-6 6' IEEE 1284 Printer Cable DB25-Cent36M
This Schedule is a schedule to Master Equipment Lease Agreement Number
CRS96120 ("Agreement") between Alliance Leasing and Services Group, Ltd.
and Cardinal Realty Services, Inc. ("Customer"), and assigned to LeaseNet,
Inc. ("Lessor").
QUARTERLY RENT: Notwithstanding Section 2 of the Master Equipment Lease,
Customer and LeaseNet acknowledge and agree that Rent payable under this
Schedule shall be paid quarterly rather than monthly, quarterly rent shall be
due and payable in advance on the first day of each calendar quarter, and the
first payment shall be a pro rata portion of the quarterly rental charge
calculated on a ninety day basis and shall be due and payable when invoiced by
LeaseNet . The terms of this Schedule shall be interpreted so as to be
consistent with the intention of the parties that rental be paid on a quarterly
basis.
MASTER EQUIPMENT LEASE: This Schedule is entered into pursuant to the Master
Equipment Lease identified above, a copy of which each party hereto has been
provided. All of the terms, conditions, representations and warranties of the
Master Equipment Lease are hereby incorporated by reference herein and made a
part hereof as if they were expressly set forth in this Schedule. This Schedule
constitutes a separate lease with respect to the Machines described herein. By
their execution and delivery of this Schedule, the parties hereby reaffirm as of
the date hereof all of the terms, conditions, representations and warranties of
the Master Equipment Lease, except as modified herein. Discount rate: In
calculating present value with regard to item 22 of the Master Equipment Lease,
the discount rate to be used will be the lesser of the Federal Reserve discount
window borrowing rate in effect at the Commencement Date or 6%.
LeaseNet, Inc. Cardinal Realty Services, Inc.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------- ---------------------
Its duly authorized representative TITLE: Executive V.P. and CFO
10
CERTIFICATE OF ACCEPTANCE
ACKNOWLEDGMENT OF ASSIGNMENT
AND
INSURANCE OBLIGATION
CUSTOMER'S CERTIFICATE OF ACCEPTANCE & ACKNOWLEDGEMENT OF ASSIGNMENT As Lessee
under Master Equipment Lease CRS96120 dated September 30, 1996 ("Lease") entered
into with LeaseNet, Inc. we do hereby certify that we have as of the date hereof
inspected each item of equipment described on Schedule(s) C, a copy of each of
which is attached hereto, and found the same to be in good operating condition;
and, by execution and delivery of this Certificate, we do hereby unconditionally
accept each said item of equipment as installed for the Lease.
In addition, we hereby acknowledge that we have been advised by LeaseNet that
LeaseNet anticipates assigning the Schedule(s) to a lender ("Lender") in
consideration of a loan to LeaseNet. We hereby authorize LeaseNet to enter the
Lender's name in the space provided below. Return of a copy of this certificate
to us including the Lender's name below, counter-executed by LeaseNet , will
constitute our acknowledgment of this assignment. We will thereafter remit all
future rental payments to the Lender at the address given below.
For the express benefit of the Lender, we hereby affirm all of our covenants and
agreements under the Lease; we hereby affirm that the Lease and Schedule(s) are
in full force and effect and that as of the date hereof no event of default has
occurred under the Lease; and we hereby specifically covenant and agree that,
with respect to the periodic rental charges and other payments due and to become
due under the Lease, we shall not assert for any reason whatsoever against the
Lender, as assignee of LeaseNet, any defense, set-off, or counterclaim
(including recoupment against or any diminution of amounts payable by Lessee to
the Lender) which we may have against LeaseNet.
CUSTOMER'S ACKNOWLEDGMENT OF INSURANCE OBLIGATION As Lessee under Master
Equipment Lease CRS96120 dated September 30, 1996 with LeaseNet as Lessor, we
hereby acknowledge our obligation to promptly furnish a Certificate or Evidence
of Insurance providing coverage on the equipment in our Lease Schedule(s) C
dated April 1, 1997. The Loss Payable clause will be in favor of "LeaseNet and
its Successors and Assigns, as their interests may appear," and the amount will
be $5,974.00.
Please be advised that this request has been made of
_____________________________ of _________________ , __________________________
(Customer's Insurance Agent) (Location) (Telephone Number)
and that such Certificate or Evidence of Insurance will be shortly forthcoming.
LEASENET, INC. CARDINAL REALTY SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------- ----------------------
Date: 5-5-97 Date: 5/2/97
---------------- ------
Title: President Title: VP and Controller
--------- -----------------
Schedule(s) C has (have) been assigned to:
Lender's Name: Star Bank, N.A.
Lender's Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇