Exhibit 99(a)
ADDENDUM
TO SCHEDULE NO. A-3
TO MASTER LEASE AGREEMENT
DATED AS OF February 19, 1988
THIS ADDENDUM amends and supplements the above schedule (the "Schedule")
to the above lease (the "Lease"), between GENERAL ELECTRIC CAPITAL CORPORATION
f/k/a General Electric Credit Corporation ("Lessor") and ALLIANT TECHSYSTEMS
INC., successor in interest to Ferrulmatic, Inc. ("Lessee") and is hereby
incorporated into the Schedule as though fully set forth therein. Capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Lease.
This Addendum is intended to be an addition to the standard G.E./C.E.F.
Return Provisions.
For purposes of this Schedule only, the Lease is hereby amended as
follows:
RETURN PROVISIONS: In addition to the provisions of Section XI ("Return of
Equipment") of this lease, Lessee shall, at its expense:
Provide to Lessor at least two hundred forty (240) days prior to
lease termination a detailed inventory of all components of the Equipment
with consideration to the conditions set forth in Section VII ("Service")
of the Lease. The inventory should include but not be limited to: (1) a
detailed listing of all items of the Equipment by both the model and
serial number for all components comprising this Lease Agreement.
At least ninety (90) days prior to lease termination: (1) and upon
receiving reasonable notice by Lessor, make the Equipment available for
operational inspections (where applicable) by potential purchasers; (2)
cause the Manufacturer(s), or other persons expressly authorized by the
Manufacturer and/or Lessor, to inspect, examine and test all material and
workmanship to ensure the Equipment is operating within the manufacturer's
specifications; (3) provide to Lessor a written report from the authorized
inspector detailing said inspection and condition of the Equipment; (4) if
during such inspection, examination and test, the authorized inspector
finds any of the material or workmanship to be defective or the equipment
not operating within the manufacturer's specifications, then Lessee shall
repair or replace such defective material and, after corrective measures
are completed Lessee will provide for another inspection of the equipment
by the authorized inspector as outlined above.
At least forty-five (45) days prior to lease termination and upon
request by Lessor provide, or cause the Vendor(s) to provide to Lessor,
the following documents: (1) one set of
service and operating manuals including replacements and/or additions
hereto, such that all documentation is completely up to date; (2) one set
of documents detailing equipment configuration, operating requirements,
maintenance records, and other technical data concerning the set-up and
operation of the Equipment including replacements and additions thereto,
such that all documentation is completely up to date.
Provide for the deinstallation, packing and transporting of the
Equipment to include, but not limited to the following: (1) the
manufacturer's representative shall de-install all Equipment (including
all wire, cable and mounting hardware); (2) all process fluids shall be
removed from the Equipment and disposed of in accordance with then current
waste disposal laws and regulations including regulations specified by the
EPA and related government agencies; (3) dismantling and handling is to be
done per the original manufacturer's specifications or normal industry
accepted practices for new machines must be followed. Any special
transportation devices such as metal skids, lifting slings, brackets,
etc., which were with the machine when it originally arrived must be used;
(4) all keys belonging to the Equipment are to be wired together and
secured to a major component of the machine; (5) Lessee shall transport
the Equipment in a manner consistent with the manufacturer's
recommendations and practices.
Obtain and pay for a policy of transit insurance for the delivery
period in an amount equal to the replacement value of the Equipment with
the Lessor named as loss payee on all such policies of insurance, and
provide transportation to locations anywhere in the continental United
States as selected by Lessor.
Provide safe, secure storage for the Equipment for a period of up to
one hundred twenty (120) days after expiration or early termination of the
Lease at an accessible location satisfactory to Lessor.
Provide that all Equipment will be cleaned and cosmetically
acceptable (free from all Lessee installed markings), and in such
condition so that it may be immediately installed and placed into use in a
similar operating environment.
Ensure all Equipment and equipment operations conform to all
applicable local, state, Environmental Protection Agency ("EPA"), and
federal laws, health and safety guidelines.
Be responsible for the cost of all repairs, alterations,
inspections, appraisals, storage charges, insurance costs, demonstration
costs, and other related costs necessary to place the Equipment in such
condition as to be in complete compliance with this Lease.
Lessor has the right to attempt resale of the Equipment from
Lessee's plant with the Lessee's full cooperation and assistance, for a
period of one hundred twenty (120) days from Lease expiration. During this
period, the equipment must remain operational with the necessary
electrical power, lighting, heat, water, lubricating fluids, air pollution
controls and compressed air necessary to maintain and demonstrate the
equipment to any potential buyer.
The Lessor at his sole discretion may, from time to time, inspect the
Equipment at the Lessor's sole expense. If any discrepancies are found as
they pertain to the general condition of the Equipment, the Lessor will
communicate these discrepancies to the Lessee in writing. The Lessee shall
have thirty (30) days to rectify these discrepancies at his sole expense.
The Lessee should pay all expenses for the re-inspection by the Lessor
appointed expert, if corrective measures are required.
Except as expressly modified hereby, all terms and provisions of the Lease
shall remain in full force and effect. This Addendum is not binding or effective
with respect to the Lease or the Equipment until executed on behalf of Lessor
and Lessee by authorized representatives of Lessor and Lessee.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Addendum to be
executed by their duly authorized representatives as of the date first above
written.
GENERAL ELECTRIC CAPITAL ALLIANT TECHSYSTEMS INC.
CORPORATION f/k/a General successor in interest to
Electric Credit Corporation Ferrulmatic, Inc.
Lessor Lessee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------ ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Specialist - Account Administration President
EQUIPMENT SCHEDULE
SCHEDULE NO. A-3
DATED THIS February 19, 1988
TO MASTER LEASE AGREEMENT
DATED AS OF February 19, 1988
Lessor & Mailing Address: Lessee & Mailing Address:
General Electric Capital Corporation Alliant Techsystems Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ successor in interest to
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ferrulmatic, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Capitalized terms not defined herein shall have the meanings assigned to them in
the Master Lease Agreement identified above ("Agreement", said Agreement and
this Schedule being collectively referred to as "Lease").
A. Equipment
Pursuant to the terms of the Lease, Lessor agrees to acquire and lease to
Lessee the Equipment listed on Annex A attached hereto and made a part
hereof.
B. Financial Terms
1. Advance Rent (if any): $26,270.59.
2. Capitalized Lessor's Cost: $1,375,000.00.
3. Basic Term Lease Rate Factor: 1.910588%.
4. Daily Lease Rate Factor: .0636863%.
5. Basic Term (No. of Months): Forty-eight (48).
6. Basic Term Commencement Date: July 1, 1994.
7. Equipment Location: ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
8. Lessee Federal Tax ID No.:.
9. Supplier: Cinrock Division, The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Company.
10. Last Delivery Date: June 30, 1994.
11. First Termination Date: Thirty-six (36) months after the Basic Term
Commencement Date.
C. Tax Benefits
Depreciation Deductions:
a. Depreciation Method: 200% declining balance method, switching to
straight line method for the 1st taxable year for which using the
straight line method with respect to the adjusted basis as of the
beginning of such year will yield a larger allowance.
b. Recovery Period: Seven (7) years.
c. Basis: 100% of Capitalized Lessor's Cost.
D. Term and Rent
1. Interim Rent. For the period from and including the Lease Commencement
Date to the Basic Term Commencement Date ("Interim Period"), Lessee shall
pay as rent ("Interim Rent") for each unit of Equipment, the product of
the Daily Lease Rate Factor times the Capitalized Lessor's Cost of such
unit times the number of days in the Interim Period. Interim Rent shall be
due on July 1, 1994.
2. Basic Term Rent. Commencing on July 1, 1994 and on the same day of each
month thereafter (each, a "Rent Payment Date") during the Basic Term,
Lessee shall pay as rent ("Basic Term Rent") the product of the Basic Term
Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on
this Schedule.
3. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably
authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no
more than ten percent (10%) to account for equipment change orders,
equipment returns, invoicing errors, and similar matters. Lessee
acknowledges and agrees that the Rent shall be adjusted as a result of
such change in the Capitalized Lessor's Cost (pursuant to paragraphs 1 and
2 above). Lessor shall send Lessee a written notice stating the final
Capitalized Lessor's Cost, if different from that disclosed on this
Schedule.
E. Insurance
1. Public Liability: $500M/1000M/100M total liability per occurrence.
2. Casualty and Property Damage: An amount equal to the higher of the
Stipulated Loss Value or the full replacement cost of the Equipment.
Except as expressly modified hereby, all terms and provisions of the Agreement
shall remain in full force and effect. This Schedule is not binding or effective
with respect to the Agreement or Equipment until executed on behalf of Lessor
and Lessee by authorized representatives of Lessor and Lessee, respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR LESSEE:
General Electric Capital Corporation ** Alliant Techsystems Inc. successor
in interest to Ferrulmatic, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------- -------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------ -----------------------------
Title: Specialist - Account Administration Title: President - Ferrulmatic
----------------------------------- ----------------------------
Operations
Attest:
By: /s/ ▇▇▇▇▇▇▇ ▇. Van [ILLEGIBLE]
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Van [ILLEGIBLE]
-----------------------------
ANNEX A
TO
SCHEDULE NO. A-3
TO MASTER LEASE AGREEMENT
DATED AS OF February 19, 1988
DESCRIPTION OF EQUIPMENT
Type and Model Number Cost
Manufacturer/Vendor Serial Numbers of Equipment of Units
Cinrock Division 1266, 1267, 1281 Okuma LB 15-N-500 CNC 6 $1,375,000.00
The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1284, 1285, 1282 Lathes with all Standard
Company equipment and:
P0 ▇▇▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ o Red Alarm Lamp
A Invoice No. 13030910 o Yellow Cycle End Lamp
o Load Monitor B
o Tool Life Management
o Chip Conveyor-Rear Discharge
o User Task II-I/O Variables
o Transformer
Okuma OR20 Robot D-T-B15
including:
o Double Handed Grippers
o ▇▇▇▇▇ work grippers
o Turret Mounted work pusher
o Auto Door Open/Close
o Robot to machine interface
o ▇▇▇▇▇ Air Blower
o Robot controller
o Safety joints
o Work Station conveyors
o OP10 to OP20 Transfer conveyors
o Work Turnover station
o OP20 Exit Conveyors
o Conveyor Drip Pans
Total Invoice Cost $1,375,000.00
TOTAL CAPITALIZED $1,375,000.00
LESSOR'S COST =============
Initials: MSJ ARF
------------- -------------
Lessor Lessee
ANNEX B
TO
SCHEDULE NO. A-3
TO MASTER LEASE AGREEMENT
DATED AS OF February 19,1988
PURCHASE ORDER ASSIGNMENT AND CONSENT
THIS ASSIGNMENT AGREEMENT, dated as of May 31, 1994 ("Agreement"), between
General Electric Capital Corporation ** ("Lessor" ) and Alliant Techsystems Inc.
successor in interest to Ferrulmatic, Inc. ("Lessee").
WITNESSETH:
Lessee desires to lease certain equipment ("Equipment") from Lessor
pursuant to the above schedule and lease (collectively, "Lease"). All terms used
herein which are not otherwise defined shall have the meaning ascribed to them
in the Lease.
Lessee desires to assign, and Lessor is willing to acquire, certain of
Lessee's rights and interests under the purchase order(s), agreement(s), and/or
document(s) (the "Purchase Orders") Lessee has heretofore issued to the
Supplier(s) of such Equipment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Lessor and Lessee hereby agree as follows:
SECTION 1. ASSIGNMENT.
(a) Lessee does hereby assign and set over to Lessor all of Lessee's
rights and interests in and to such Equipment and the Purchase Orders as the
same relate thereto including, without limitation, (i) the rights to purchase,
to take title, and to be named the purchaser in the ▇▇▇▇ of sale for, such
Equipment, (ii) all claims for damages in respect of such Equipment arising as a
result of any default by the Supplier (including, without limitation, all
warranty and indemnity claims) and (iii) any and all rights of Lessee to compel
performance by the Supplier.
(b) If, and so long as, no default exists under the Lease, Lessee shall
be, and is hereby, authorized during the term of the Lease to assert and
enforce, at Lessee's sole cost and expense, from time to time, in the name of
and for the account of Lessor and/or Lessee, as their interests may appear,
whatever claims and rights Lessor may have against any Supplier of the
Equipment.
SECTION 2. CONTINUING LIABILITY OF LESSEE.
It is expressly agreed that, anything herein contained to the contrary
notwithstanding: (a) Lessee shall at all times remain liable to the Supplier to
perform all of the duties and obligations of the purchaser under the Purchase
Orders to the same extent as if this Agreement had not been executed, (b) the
execution of this Agreement shall not modify any contractual rights of the
Supplier under the Purchase Orders and the liabilities of the Supplier under the
Purchase Orders shall be to the same extent and continue as if this Agreement
had not been executed, (c) the exercise by the Lessor of any of the rights
hereunder shall not release Lessee from any of its duties or obligations to the
Supplier under the Purchase Orders, and (d) Lessor shall not have any obligation
or liability under the Purchase Orders by reason of, or arising out of, this
Agreement or be obligated to perform any of the obligations or duties of Lessee
under the Purchase Orders or to make any payment (other than under the terms and
conditions set forth in the Lease) or to make any inquiry of the sufficiency of
or authorization for any payment received by any Supplier or to present or file
any claim or to take any other action to collect or enforce any claim for any
payment assigned hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
LESSOR LESSEE:
General Electric Capital Corporation ** Alliant Techsystems Inc. successor
in interest to Ferrulmatic, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------- -------------------------------
Title: Specialist - Account Administration Title: President - Ferrulmatic
----------------------------------- ----------------------------
Operations
f/k/a General Electric Credit Corporation
CONSENT AND AGREEMENT
Supplier hereby consents to the above assignment agreement ("Agreement")
and agrees not to assert any claims against Lessor or Lessee inconsistent with
such Agreement. Supplier agrees that the Purchase Orders are hereby amended as
necessary to provide as follows:
(a) Title to and risk of loss of the Equipment shall pass to Lessor upon
Lessee's execution of the Certificate of Acceptance for such Equipment;
and
(b) Supplier hereby waives and discharges any security interest, lien or
other encumbrance in or upon the Equipment and agrees to execute such
documents as Lessor may request evidencing the release of any such
encumbrance and the conveyance of title thereto to Lessor.
(c) Supplier agrees that on and after the date this Consent is executed it
will not make any addition to or delete any items from the Equipment
referred to in the Agreement without the prior written consent of both
Lessor and Lessee.
(d) Seller represents that the Equipment has been accurately labeled,
consistent with the requirements of 40 CFR Part 82 Subpart E, with respect
to products manufactured with a controlled (ozone-depleting) substance.
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed
this 11th day of May 1994.
SUPPLIER
Cinrock Division, The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
Title: President
---------------------------------------
(8/91)
ANNEX C
TO
SCHEDULE NO. A-3
TO MASTER LEASE AGREEMENT
DATED AS OF February 19, 1988
CERTIFICATE OF ACCEPTANCE
To: General Electric Capital Corporation ** ("Lessor")
Pursuant to the provisions of the above schedule and lease (collectively,
the "Lease"), Lessee hereby certifies and warrants that (a) all Equipment listed
below has been delivered and installed (if applicable); (b) Lessee has inspected
the Equipment, and all such testing as it deems necessary has been performed by
Lessee, Supplier or the manufacturer; and (c) Lessee accepts the Equipment for
all purposes of the Lease, the purchase documents and all attendant documents.
Lessee does further certify that as of the date hereof (i) Lessee is not
in default under the Lease; (ii) the representations and warranties made by
Lessee pursuant to or under the Lease are true and correct on the date hereof
and (iii) Lessee has reviewed and approves of the purchase documents for the
Equipment, if any.
--------------------------------------------------------------------------------
DESCRIPTION OF EOUIPMENT
--------------------------------------------------------------------------------
Manufacturer Serial Numbers Type and Model of Equipment
--------------------------------------------------------------------------------
Okuma See Annex A See Annex A
--------------------------------------------------------------------------------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Authorized Representative
Dated: June 2, 1994
----------------------------
f/k/a General Electric Credit Corporation
ANNEX A
TO
SCHEDULE NO. A-3
TO MASTER LEASE AGREEMENT
DATED AS OF February 19, 1988
DESCRIPTION OF EQUIPMENT
Type and Model Number Cost
Manufacturer/Vendor Serial Numbers of Equipment of Units
Cinrock Division 1266, 1267, 1281 Okuma LB 15-N-500 CNC 6 $1,375,000.00
The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1284, 1285, 1282 Lathes with all Standard
Company equipment and:
P0 ▇▇▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ o Red Alarm Lamp
A Invoice No. 13030910 o Yellow Cycle End Lamp
o Load Monitor B
o Tool Life Management
o Chip Conveyor-Rear Discharge
o User Task II-I/O Variables
o Transformer
Okuma OR20 Robot D-T-B15
including:
o Double Handed Grippers
o ▇▇▇▇▇ work grippers
o Turret Mounted work pusher
o Auto Door Open/Close
o Robot to machine interface
o ▇▇▇▇▇ Air Blower
o Robot controller
o Safety joints
o Work Station conveyors
o OP10 to OP20 Transfer conveyors
o Work Turnover station
o OP20 Exit Conveyors
o Conveyor Drip Pans
Total Invoice Cost $1,375,000.00
TOTAL CAPITALIZED $1,375,000.00
LESSOR'S COST =============
Initials: MSJ ARF
------------- -------------
Lessor Lessee
ANNEX D
TO
SCHEDULE NO. A-3
TO MASTER LEASE AGREEMENT
DATED AS OF February 19, 1988
Page 1 of 2
STIPULATED LOSS VALUE TABLE
Payment No. SLV %
----------- -----
Prior to 1 120.00
1 119.19
2 118.30
3 117.55
4 116.71
5 115.85
6 114.99
7 114.11
8 113.22
9 112.31
10 111.40
11 110.47
12 109.52
13 108.57
14 107.60
15 106.61
16 105.61
17 104.60
18 103.57
19 102.53
20 101.47
21 100.40
22 99.31
23 98.21
24 97.09
Initials: MSJ ARF
------------- -------------
Lessor Lessee
* The Stipulated Loss Value or Termination Value for any unit of Equipment
shall be equal to the Capitalized Lessor's Cost of such unit multiplied by
the appropriate percentage derived from the above table. In the event that
the Lease is for any reason extended, then the last percentage figure
shown above shall control throughout any such extended term.
ANNEX D
TO
SCHEDULE NO. A-3
TO MASTER LEASE AGREEMENT
DATED AS OF February 19, 1988
Page 2 of 2
STIPULATED LOSS VALUE TABLE
Payment No. SLV %
----------- -----
25 95.95
26 94.80
27 93.64
28 92.45
29 91.25
30 90.03
31 88.80
32 87.54
33 86.27
34 84.99
35 83.68
36 82.35
37 81.01
38 79.65
39 78.27
40 76.88
41 75.44
42 74.00
43 72.54
44 71.06
45 69.56
46 68.03
47 66.49
48 65.00
Initials: MSJ ARF
------------- -------------
Lessor Lessee
* The Stipulated Loss Value or Termination Value for any unit of Equipment
shall be equal to the Capitalized Lessor's Cost of such unit multiplied by
the appropriate percentage derived from the above table. In the event that
the Lease is for any reason extended, then the last percentage figure
shown above shall control throughout any such extended term.