EXHIBIT 10.18
Lease Agreement No. 2885
Dated: May 31, 1996 Schedule No. 014
COMERICA LEASING CORPORATION
LEASE SCHEDULE
1. DESCRIPTION OF LEASE: Lease Agreement dated DECEMBER 21, 1993, by and
between COMERICA LEASING CORPORATION (herein "CLC") as Lessor, and THE
COLONEL'S, INC. as Lessee (herein called "Lease Agreement").
2. DESCRIPTION OF EQUIPMENT: (Describe equipment fully, including make,
kind of unit, serial numbers, and other pertinent information which is
herein called "Equipment"):
Equipment as further described on attached Exhibit "A"
3. LOCATION: The equipment described above shall be located at ▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
4. TERM; RENTAL: The Term of the Lease Agreement for the Equipment
described in this Schedule shall be in accordance with the provisions of
the Lease Agreement and shall continue until all rental payments are fully
paid. Lessee agrees to pay CLC as rental payments aggregating
$3,198,432.72 plus any applicable sales and/or use taxes thereon payable in
84 MONTHLY payments of $38,076.58 each, plus any applicable sales and/or
use taxes commencing JUNE 30, 1996, and on the same calendar day of each
succeeding like period until fully paid. THE RENTAL PAYMENTS SHALL BE
REMITTED TO CLC AT ▇.▇. ▇▇▇▇▇▇ ▇▇-▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless CLC
specifies otherwise in writing.
5. INSURANCE: Lessee agrees to maintain adequate property damage
insurance in accordance with the terms of the Lease Agreement, but in any
event not less than the sum of the payments due, protecting CLC as a loss
payee. The minimum amount indicated above shall not be construed to imply
such amount will be or is adequate, but rather as a minimum amount.
6. UCC 2A: In accordance with Section 2A of the Michigan Uniform
Commercial Code (MCLA Section 440.3101 et seq.) ("UCC") Lessee acknowledges
either (a) that Lessee has reviewed and approved any written Supply
Contract (as defined by UCC Section 2A-103(i)(y)) covering the Equipment
purchased from the "Supplier" (as defined by UCC Section 2A-103(i)(x))
thereof for lease to Lessee or (b) that Lessor has informed or advised
Lessee, in writing, either previously or by this Lease Schedule of the
following: (i) the identity of the supplier; (ii) that the Lessee may have
rights under the Supply Contract; and (iii) that the Lessee may contact the
Supplier for a description of any such rights lessee may have under the
Supply Contract.
Lessee acknowledges that Lessee has reviewed and approved the Purchase
Order, Supply Contract or Purchase Agreement covering the Equipment
purchased from the seller or supplier thereof for lease to Lessee.
Lessee's Initials: _________
7. ADDITIONAL CONDITIONS: At the end of the Lease term, Lessee may
purchase the equipment for $1.00 provided no event of default shall have
occurred and been left unremedied.
The foregoing is hereby approved and agreed to by the undersigned as a
Schedule to and a part of the Lease Agreement, the provisions of which are
hereby incorporated herein by reference and which shall govern,
notwithstanding anything contrary or inconsistent herein.
COMERICA LEASING CORPORATION THE COLONEL'S, INC.
(Lessor) (Lessee)
By: /S/ ▇▇▇▇▇ ▇. RIS By /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. Ris ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Its: Lease Marketing Officer Its: Controller
Dated: May 31, 1996
COMERICA LEASING CORPORATION
"EXHIBIT A"
LEASE AGREEMENT NO. 2885
SCHEDULE NO. 14
Equipment as fully described below:
Four (4) ▇▇▇▇▇ R-224-E Rotary Thermoformers, Serial Nos. 13054, 13055,
13056, and 13057, including; training, setup, freight, rigging, and
installation, all electrical, air, and water hookups, and all
accessories and attachments thereto.
One (1) ▇▇▇▇▇ Quadruplex Central Vacuum System and all accessories and
attachments including;
Four (4) ▇▇▇▇▇ 25 HP Vacuum Pumps, Model #RC0630
One (1) 400 Gallon Electrical Control Panel
One (1) 8" Vacuum Header with Multiple Lines
One (1) ▇▇▇▇▇▇▇ Denver Refrigerated Air Dryer
One (1) 5 Micron Prefilter
One (1) Automatic Drain
One (1) Conair 10HP Vacuum Pump System and
One (1) Conair Dust Collector System and all accessories and
attachments including attachments for six (6) Thermoformers
One (1) AEC, Inc. Flexible Hose and Tube Conveyor System, including;
One (1) 20 HP TEFC, 6PSI Capacity Motor
One (1) 4" Flexible Hose and Tube
One (1) NEMA-12 Control Enclosure System
One (1) Rotary Valve, Drop-Thru
Two (2) 30 cubic foot full capacity 16" flanged cones
Thirty (30) tubes of various size
One (1) 1/2 HP TEFC Gear Motor: and all accessories and attachments
One (1) Square-D Central Switch Gear & Electrical Circuit Panels and
Breakers, Model #599880C
Cabinet #1-1 Serial #D226966
Cabinet #1-2 Serial #D226965
Cabinet #1-3 Serial #D226963
Cabinet #1-4 Serial #D71350
Cabinet #2-1 Serial #D226960
Cabinet #2-2 Serial #D226961
Cabinet #2-3 Serial #D226962
Cabinet #2-4 Serial #D71351
Cabinet #3-1 Serial #D226968
Cabinet #3-2 Serial #D226964
Cabinet #3-3 Serial #D226825
Cabinet #3-4 Serial #D226826
Cabinet #3-5 Serial #D226870
Cabinet #4-1 Serial #D226827
Cabinet #4-2 Serial #D226868
Cabinet #4-3 Serial #D71103
Cabinet #4-4 Serial #D226869
Cabinet #4-5 Serial #D226824
One (1) Load Center - Main Cut Off, Switch #17-05999880A
Two (2) Transformers, Serial Nos. 17-05998811A, and ▇▇▇▇▇-▇▇▇-▇▇; and
all accessories and attachments
Agreed and Accepted:
COMERICA LEASING CORPORATION THE COLONEL'S, INC.
(Lessor) (Lessee)
By: /S/ ▇▇▇▇▇ ▇. RIS By /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. Ris ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Its: Lease Marketing Officer Its: Controller
COMERICA LEASING CORPORATION
DELIVERY AND ACCEPTANCE CERTIFICATE
TO: COMERICA LEASING CORPORATION
RE: LEASE AGREEMENT NUMBER 2885 DATED AS OF DECEMBER 21, 1993
BETWEEN COMERICA LEASING CORPORATION, LESSOR, AND THE UNDERSIGNED
LESSEE
The undersigned hereby certifies that all of the goods, chattels and
equipment ("Equipment") described in the Schedule Number 014 to that
certain lease referenced above have been furnished to the undersigned at
the location designated in said Schedule, that delivery and installation of
the Equipment have been inspected and accepted by the undersigned as
satisfactory as of the date set forth below.
The undersigned understands that Lessor is relying on this certificate in
its purchase of the Equipment and, to induce Lessor to purchase the
Equipment, the undersigned agrees to settle all claims, set-offs and
counterclaims it may have with the vendor or vendors of the Equipment
directly with such vendor or vendors and will not set-off any thereof
against Lessor; and the undersigned further understands and agrees that the
undersigned's obligations to Lessor under the Lease are absolute, that
Lessor is neither the manufacturer, distributor nor seller of the Equipment
and LESSOR HAS NOT MADE, NOR DOES IT MAKE, ANY REPRESENTATION OR WARRANTY
OR AGREEMENT WITH RESPECT TO THE FITNESS, MERCHANTABILITY, CONDITION,
QUALITY, DURABILITY OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT
INCLUDING ITS FITNESS FOR THE PURPOSE AND USES OF LESSEE. The undersigned
hereby acknowledges that it has reviewed and approved the Purchase Order,
Supply Contract or Purchase Agreement covering the Equipment purchased from
the vendor(s) or supplier(s) thereof for lease to the undersigned.
Dated: May 31, 1996
THE COLONEL'S, INC.
(Lessee)
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Its: Controller
May 31, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Underwriters, LTD.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone Number: (▇▇▇) ▇▇▇-▇▇▇▇
RE: PHYSICAL DAMAGE INSURANCE
POLICY #35338463
COMPANY: FEDERAL INSURANCE COMPANY
EXPIRATION: OCTOBER 1, 1996
Dir Sir/Madam:
The undersigned is presently leasing the following equipment from Comerica
Leasing Corporation:
Equipment as further described on attached Exhibit "A"
Finance Amount: $2,404,357.75
We hereby authorize and request that our policies be amended and that
Certificates of Insurance be issued showing Comerica Leasing Corporation as
loss payee for physical damage risks. We also request that 30-day notice
to Comerica Leasing Corporation of cancellation be noted and provided in
the certificates.
Please forward certificates to:
COMERICA LEASING CORPORATION
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
We appreciate your cooperation and request this matter be handled
expeditiously.
Very truly yours,
THE COLONEL'S, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Controller
Dated: May 31, 1996
COMERICA LEASING CORPORATION
"EXHIBIT A"
LEASE AGREEMENT NO. 2885
SCHEDULE NO. 14
Equipment as fully described below:
Four (4) ▇▇▇▇▇ R-224-E Rotary Thermoformers, Serial Nos. 13054, 13055,
13056, and 13057, including; training, setup, freight, rigging, and
installation, all electrical, air, and water hookups, and all
accessories and attachments thereto.
One (1) ▇▇▇▇▇ Quadruplex Central Vacuum System and all accessories and
attachments including;
Four (4) ▇▇▇▇▇ 25 HP Vacuum Pumps, Model #RC0630
One (1) 400 Gallon Electrical Control Panel
One (1) 8" Vacuum Header with Multiple Lines
One (1) ▇▇▇▇▇▇▇ Denver Refrigerated Air Dryer
One (1) 5 Micron Prefilter
One (1) Automatic Drain
One (1) Conair 10HP Vacuum Pump System and
One (1) Conair Dust Collector System and all accessories and
attachments including attachments for six (6) Thermoformers
One (1) AEC, Inc. Flexible Hose and Tube Conveyor System, including;
One (1) 20 HP TEFC, 6PSI Capacity Motor
One (1) 4" Flexible Hose and Tube
One (1) NEMA-12 Control Enclosure System
One (1) Rotary Valve, Drop-Thru
Two (2) 30 cubic foot full capacity 16" flanged cones
Thirty (30) tubes of various size
One (1) 1/2 HP TEFC Gear Motor: and all accessories and attachments
One (1) Square-D Central Switch Gear & Electrical Circuit Panels and
Breakers, Model #599880C
Cabinet #1-1 Serial #D226966
Cabinet #1-2 Serial #D226965
Cabinet #1-3 Serial #D226963
Cabinet #1-4 Serial #D71350
Cabinet #2-1 Serial #D226960
Cabinet #2-2 Serial #D226961
Cabinet #2-3 Serial #D226962
Cabinet #2-4 Serial #D71351
Cabinet #3-1 Serial #D226968
Cabinet #3-2 Serial #D226964
Cabinet #3-3 Serial #D226825
Cabinet #3-4 Serial #D226826
Cabinet #3-5 Serial #D226870
Cabinet #4-1 Serial #D226827
Cabinet #4-2 Serial #D226868
Cabinet #4-3 Serial #D71103
Cabinet #4-4 Serial #D226869
Cabinet #4-5 Serial #D226824
One (1) Load Center - Main Cut Off, Switch #17-05999880A
Two (2) Transformers, Serial Nos. 17-05998811A, and ▇▇▇▇▇-▇▇▇-▇▇; and
all accessories and attachments
Agreed and Accepted:
COMERICA LEASING CORPORATION THE COLONEL'S, INC.
(Lessor) (Lessee)
By: /S/ ▇▇▇▇▇ ▇. RIS By /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. Ris ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Its: Lease Marketing Officer Its: Controller
COMERICA LEASING CORPORATION
CASUALTY LOSS VALUE SCBEDULE
RE: LEASE NO. 2885, SCHEDULE NO. 014
PER DATE DOLLAR AMT % OF COST % OF RENT PER DATE DOLLAR AMT % OF COST % OF RENT
--- ---- ---------- --------- --------- --- ---- ---------- --------- ---------
1 6/29/96 2,421,388.62 100.7083 75.7055 37 6/29/99 1,555,737.39 64.7049 48.6406
2 7/29/96 2,400,193.84 99.8268 75.0428 38 7/29/99 1,528,410.91 53.5684 47.7862
3 8/29/96 2,378,848.93 98.9391 74.3755 39 8/29/99 1,500,890.87 62.4238 46.9258
4 9/29/96 2,357,352.83 98.0450 73.7034 40 9/29/99 1,473,175.89 61.2711 46.0593
5 10/29/96 2,335,704.46 97.1446 73.0265 41 10/29/99 1,445,264.60 60.1102 45.1867
6 11/29/96 2,313,902.75 96.2379 72.3449 42 11/29/99 1,417,155.61 58.9411 44.3078
7 12/29/96 2,291,946.61 95.3247 71.6584 43 12/29/99 1,388,847.51 57.7638 43.4228
8 1/29/97 2,269,334.95 94.4050 70.9671 44 1/29/ 0 1,360,338.89 56.5781 42.5314
9 2/27/97 2,247,566.66 93.4789 70.2709 45 2/28/ 0 1,331,628.34 55.3840 41.6338
10 3/29/97 2,225,140.64 92.5462 69.5697 46 3/29/ 0 1,302,714.42 54.1814 40.7298
11 4/29/97 2,202,555.77 91.6068 68.8636 47 4/29/ 0 1,273,595.69 52.9703 39.8194
12 5/29/97 2,179,810.93 90.6608 68.1525 48 5/29/ 0 1,244,270.71 51.7506 38.9025
13 6/29/97 2,156,904.97 89.7082 67.4363 49 6/29/ 0 1,214,738.01 50.5223 37.9792
14 7/29/97 2,133,836.76 88.7487 66.7151 50 7/29/ 0 1,184,996.12 49.2853 37.0493
15 8/29/97 2,110,605.16 87.7825 65.9887 51 8/29/ 0 1,155,043.55 48.0396 36.1128
16 9/29/97 2,087,208.99 86.8094 65.2572 52 9/29/ 0 1,124,878.83 46.7850 35.1697
17 10/29/97 2,063,647.10 85.8295 64.5206 53 10/29/ 0 1,094,500.43 45.5215 34.2199
18 11/29/97 2,039,918.32 84.8425 63.7787 54 11/29/ 0 1,063,906.86 44.2491 33,2634
19 12/29/97 2,016,021.46 83.8486 63.0315 55 12/29/ 0 1,033,096.58 42.9677 32.3001
20 1/29/98 1,991,955.32 82.8477 62.2791 56 1/29/ 1 1,002,068.06 41.6772 31.3300
21 2/27/98 1,967,718.72 81.8397 61.5213 57 2/27/ 1 970,819.75 40.3775 30.3530
22 3/29/98 1,943,310.45 80.8245 60.7582 58 3/29/ 1 939,350.10 30.0686 29.3691
23 4/29/98 1,918,729.28 79.8022 59.9897 59 4/29 1 907,657.55 37.7505 28.3782
24 5/29/98 1,893,973.00 78.7726 59.2157 60 5/29/ 1 875,740.50 36.4231 27.3803
25 6/29/98 1,869,043.36 77.7357 58.4362 61 6/29/ 1 843,597.38 35.0862 26.3753
26 7/29/98 1,843,936.13 76.6914 57.6512 62 7/29/ 1 811,226.57 33.7398 25.3633
27 8/29/98 1,818,651.06 75.6398 56.8607 63 8/29/ 1 778,626.47 32.3840 24.3440
28 9/29/98 1,793,186.89 74.5807 56.0645 64 9/29/ 1 745,795.46 31.0185 23.3175
29 10/29/98 1,767,542.34 73.5141 55.2628 65 10/29/ 1 712,731.89 29.6433 22.2838
30 11/29/98 1,741,716.15 72.4400 54.4553 66 11/29/ 1 679,434.12 28.2584 21.2427
31 12/29/98 1,715,707.02 71.3582 53.6421 67 12/29/ 1 645,900.49 26.8637 20.1943
32 1/29/99 1,689,513.66 70.2688 52.8232 68 1/29/ 2 612,129.33 25.4592 19.1384
33 2/27/99 1,663,134.76 69.1717 51.9984 69 2/27/ 2 578,118.96 24.0446 18.0751
34 3/29/99 1,636,569.01 68.0668 51.1678 70 3/29/ 2 543,867.68 22.6201 17.0042
35 4/29/99 1,609,815.09 66.9541 50.3314 71 4/29/ 2 509,373.79 21.1854 15.9257
36 5/29/99 1,582,871.67 65.8335 49.4890 72 5/29/ 2 474,635.56 19.7406 14.8396
COMERICA LEASING CORPORATION
CASUALTY LOSS VALUE SCHEDULE
RE: LEASE NO. 2885, SCHEDULE NO. 014
PER DATE DOLLAR AMT % OF COST % OF RENT
--- ---- ---------- --------- ---------
73 6/29/ 2 439,651.28 18.2856 13.7458
74 7/29/ 2 404,419.18 16.8203 12.6443
75 8/29/ 2 368,937.53 15.3445 11.5349
76 9/29/ 2 333,204.55 13.8584 10.4177
77 10/29/ 2 297,218.46 12.3617 9.2926
78 11/29/ 2 260,977.47 10.8544 8.1595
79 12/29/ 2 224,479.77 9.3364 7.0184
80 1/29/ 3 187,723.55 7.8076 5.8692
81 2/27/ 3 150,706.97 6.2681 4,7119
82 3/29/ 3 113,428.19 4.7176 3.5464
83 4/29/ 3 75,885.35 3.1562 2.3726
84 5/29/ 3 38,076.58 1.5836 1.1905
Note: The date reflects the LAST DAY the Casualty
amount is valid.
Percentage of Rent reflects percentage of Gross
Rentals ($3,198,432.72).
COMERICA LEASING CORPORATION THE COLONEL'S, INC.
(Lessor) (Lessee)
By: /S/ ▇▇▇▇▇ ▇. RIS By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. Ris ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Its: Lease Marketing Officer Its: Controller