Exhibit 10.43
PURCHASE AGREEMENT
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Equipment Leasing Associates 1995-VI Limited Partnership ("Seller")
hereby agrees to sell certain equipment to FA, Inc. ("Buyer") on the terms and
conditions set forth below in this Purchase Agreement and the parties further
agree that this Purchase Agreement shall establish binding commitments and
unconditional promises of the parties hereto with respect to the subject matter
hereof.
1. Purchase and Sale of Equipment. The equipment being purchased is
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more particularly described on Schedule A hereto ("Equipment"). Buyer
acknowledges that the Equipment is presently being leased to the various parties
set forth on the pages attached to Schedule A, and is being conveyed subject to
such leases. Buyer also acknowledges that the Equipment is also subject to
certain encumbrances which are also listed on Schedule A (the "Senior Liens").
2. Purchase Price. The purchase price of the Equipment is set forth
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on Schedule B and shall be paid in the manner specified in Schedule B.
3. Transfer of Title. The parties agree that the sale shall be
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consummated and the transfer of title to said Equipment shall be deemed to have
occurred on December 20, 1996 when:
(a) the Seller and Buyer have executed this Purchase Agreement;
(b) Seller has delivered of a ▇▇▇▇ of Sale by Seller to Buyer which is
accepted by Buyer; and
(c) Buyer has paid the consideration set forth on Exhibit B to Seller in
the amounts and in the manner specified on Schedule B.
4. Purchase Money Security Interest. Notwithstanding the foregoing,
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Seller shall retain a purchase money security interest in the Equipment for any
unpaid portion of the purchase price. Upon Buyer's failure to make payment in
full upon the dates specified on Schedule B, Seller shall have the right, upon
notice to Buyer, to take possession of the Equipment, to sell the Equipment, and
exercise any and all rights with respect to the Equipment and the lease(s) of a
secured party under the Uniform Commercial Code of Virginia if payment is not
make in full upon the dates specified on Schedule B.
5. Leaseback. Seller and Buyer hereby agree that in conjunction
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with the sale of the Equipment, Seller agrees to lease from Buyer and Buyer
agrees to lease to Seller all of the Equipment for a term of sixty (60) months
from December 20, 1996 with payments paid annually in arrears based on a present
value of $38,989,635.00. Said annual payments in arrears will be computed using
a ten percent (10%) debt rate. The proforma Master Lease Agreement ("Wrap
Lease") to be used by the parties is attached hereto for reference. As
consideration for the Leaseback, Seller, as Lessee, agrees to pay to Buyer, as
Lessor, an amount of 5.0% of any and all remarketing proceeds received by Lessee
with respect to the period from January 1, 1998 through December 31, 1998, for
transactions wherein the original user lease has expired and a new user lease
has commenced.
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6. Further Documents. Seller and Buyer agree to execute such
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further documents and instrument as are necessary, appropriate, and reasonable
to more fully and fairly detail this Purchase Agreement and related agreements
and understandings between the parties.
IN WITNESS WHEREOF, the parties have executed this Purchase Agreement
effective as of December 20, 1996.
SELLER:
EQUIPMENT LEASING ASSOCIATES
1995-VI LIMITED PARTNERSHIP
By: Management Associates Limited
Partnership VIII, General Partner
By: Managing Partners Corporation,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Executive Vice President
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BUYER:
FA, INC.
By: /s/ S. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: President
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PURCHASE AGREEMENT
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SCHEDULE A
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User Lessee: See attached schedule(s) (12 pages)
(The Equipment Schedules, submitted as exhibits to the Purchase Agreement
are omitted for purposes of this filing as it is written in French and
would require translation. A copy is available at the Company's office.)
Equipment: See attached schedule(s) (12 pages)
(The Equipment Schedules, submitted as exhibits to the Purchase Agreement
are omitted for purposes of this filing as it is written in French and
would require translation. A copy is available at the Company's office.)
Equipment Locations: To be further identified.
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PURCHASE AGREEMENT
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SCHEDULE B
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1. Purchase Price: $40,934,000.00
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2. Method of Payment:
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a. Equity:
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(i) Cash payment in the amount of $75,000.00 upon execution hereof.
(ii) Cash payment in the amount of $1,869,365.00 on or before January
31, 1997.
b. Debt:
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Delivery of a nonrecourse Promissory Note payable to the order of
Seller in the amount of $38,989,635.00.
3. Effective Date: December 20, 1996.
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