Exhibit 10.9 Contract with Great America Leasing Corporation
Ex 10.9 Contract with Great America Leasing Corporation
GALC100 1293
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Lease Agreement
LEASING CORPORATION
LESSOR: Lease
No.: 76895
GreatAmerica Leasing Corporation
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LESSOR: GreatAmerica Leasing Corporation
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GUARANTY
In consideration of the making of the Lease Agreement No. 76895 ("Lease") by
Lessor with Altamonte Printing, Inc. ("Lessee"), at the request of the
undersigned and in reliance on this guaranty, the undersigned (if more than one,
then jointly and severally) as a direct and primary obligation, guarantees to
Lessor and any assignee of Lessor (hereinafter "Holder") the prompt payment of
all rent to be paid by the Lessee and the performance by the Lessee of all the
terms, conditions, covenants and agreements of the Lease, irrespective of any
invalidity or enforceability thereof or the security therefore. For the purpose
of this Guaranty (hereinafter " Guaranty") and indemnity, all sums owing to
Lessor shall be deemed to have become immediately due and payable if (a) Lessee
defaults in any of its obligations; (b) Lessee files a petition under any
Chapter of the Bankruptcy Act; or (c) an attachment be levied or tax lien be
filed against any of Lessee's property. The undersigned promises to pay all of
Lessor's expenses, including attorneys' fees incurred by or in enforcing this
Guaranty, The undersigned waives notice of acceptance, presentment, demand,
protest, notice of protest or of any defaults and consents the Lessor may,
without affecting the obligation hereunder, grant the Lessee any extension or
indulgency under the Lease, and may proceed directly against the undersigned
without first proceeding against Lessee or liquidating or otherwise disposing of
any security afforded Holder under the Lease. Accounts settled or stated between
Holder and Lessee shall bind the undersigned.
This Guaranty shall be governed by and construed in accordance with the laws of
the State of Iowa. Guarantors hereby consent and submit to the jurisdiction of
the respective courts of the County of Linn and the State of Iowa for purposes
of enforcement of this Guaranty.
This Guaranty shall bind the respective heirs, administrators, representatives,
successors and assigns of the undersigned.
Dated: 11/25___, 1998 Guarantor: Stratcomm Media,Ltd.
By: ▇▇▇▇ ▇▇▇▇▇▇▇ /s/_____________
Printed Name: ▇▇▇▇ Serluco______
Title: CFO__________________
4. Title, GreatAmerica is the owner of and has title to the Equipment.
5. NET LEASE. YOU AGREE THAT YOU ARE UNCONDITIONALLY OBLIGATED TO PAY ALL
RENTAND OTHER AMOUNTS DUE FORTHE ENTIRE LEASE TERM NO MATTER WHAT HAPPENS
EVEN IF THE EQUIPMENT IS DAMAGED OR DESTROYED, IF IT IS DEFECTIVE OR IF YOU
NO LONGER CAN USE IT. YOU ARE NOT ENTITLED TO REDUCE OR SET-OFF AGAINST
RENT OR OTHER AMOUNTS DUE TO GREATAMERICA OR TO ANYONE TO WHOM GREATAMERICA
TRANSFERS THIS LEASE, WHETHER YOUR CLAIM ARISES OUT OF THIS LEASE ANY
STATEMENT BY THE EQUIPMENT VENDOR, OR ANY MANUFACTURER'S OR VENDOR'S
LIABILITY, STRICT LIABILITY OR NEGLIGENCE OR OTHERWISE. THIS LEASE IS A
"FINANCE LEASE' AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.
6. DISCLAIMER OF WARRANTIES. THE EQUIPMENT IS BEING LEASED TO YOU IN AS-IS
CONDITION. NO SALESMAN OR AGENT OF VENDOR IS AUTHORIZED TO CHANGE ANY TERM
OF THIS LEASE OR TO MAKE ANY WARRANTIES OR REPRESENTATIONS, ORAL OR
OTHERWISE. YOU AGREE THAT GREATAMERICA DOES NOT MANUFACTURE THE EOUIPMENT
THAT REATAMERICA DOES NOT REPRESENT THE MANUFACTURER OR THE VENDOR, AND
THAT YOU HAVE SELECTED THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. YOU HAVE
NOT RELIED ON ANY STATEMENTS GREATAMERICA OR GREATAMERICA'S EMPLOYEES HAVE
MADE. GREATAMERICA HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR
WARRANTY OF ANY KIND, DIRECT OR INDIRECT, EXPRESS OR IMPLIED, AS TO THE
SUITABILITY, DURABILITY, DESIGN, OPERATION OR CONDITION OF THE EQUIPMENT
ITS MERCHANTABILITY, FITNESS FOR USE FOR PARTICULAR PURPOSES OR OTHERWISE.
GREATAMERICA WILL NOT BE LIABLE TO YOU AND YOU WILL NOT MAKE ANY CLAIM
AGAINST GREATAMERICA FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KINO CAUSED
DIRECTLY OR INDIRECTLY BY THE EQUIPMENT.
7. TERM, RENT AND SECURITY DEPOSIT. Payments are due monthly, beginning the
date Equipment is delivered to You, or any later date designated by
GreatAmenca and continuing on the same day of each following month until
fully paid. You authorize GreatAmenca to change the Rent by not more than
15% in the event of price changes, changed orders etc. GreatAmenca may
charge You a reasonable fee to cover documentation and investigation costs,
Security deposit is refundable to You when the Lease Agreement expires,
provided all Lease terms and conditions have been properly fulfilled by
You. Security deposits and rents may be comingled and do not earn interest.
8. USE AND MAINTENANCE. You agree that the Equipment will be used for business
purpose only. You will keep the Equipment in good repair, condition and
working order, ordinary wear and tear only excepted, and will furnish all
parts and servicing required. You may modify the Equipment only with the
prior written consent of GreatAmenca.
9. LOCATION, INSPECTION AND RETURN OF EUUIPMENT. You will not move the
Equipment from its location noted in this Lease Without the prior written
consent of GreatAmenca. GreatAmenca will have the right to enter the
premises where the Equipment is located, in order to confirm the existence,
condition and proper maintenance of the Equipment. At the expiration of the
Lease term or other termination, You will immediately return Equipment at
Your expense in as good condition as the Equipment was delivered to You,
except for ordinary wear and tear, to such place within the continental
U.S. as is designated by GreatAmenca. Should You fail to return the
Equipment at the end of the Lease term, renewal of the Lease will be
automatic, despite written notification from You to the contrary.
10. LOSS OR DAMAGE. You assume and bear the risk of loss or damage to the
Equipment. If the Equipment is lost or damaged, You agree to replace or
repair the Equipment and to continue to payment.
11. INSURANCE, You will keep the Equipment fully insured against loss, for not
less than the replacement cost of the Equipment, and will obtain a general
public liability insurance policy, covenng the Equipment and its use. You
will name GreatAmenca as an additional named Insured and any loss payee on
any such policy and will provide GreatAmenca with certificates or other
evidence of insurance acceptable to GreatAmerica, before this lease term
begins. In the event You fail to procure the insurance required,
GreatAmerica may obtain such insurance and pay the amounts due thereon. You
will reimburse GreatAmerica, upon demand, for the amount of such payment or
cost of such performance, plus interest. Any insurance proceeds received
with respect to the Equipment will be applied, at the option of
GreatAmerica, (i) to repair, restore or replace the Equipment, or (ii) to
pay to GreatAmerica the remaining balance of the Lease plus GreatAmerica's
estimated residual value, both discounted at 6% per year, whereupon this
Lease will terminate.
12. INDEMNITY. Great.America is not responsible for any losses or injuries
caused by the installation or use of the Equipment, and You agree to
indemnify GreatAmenca with respect to all claims for losses imposed on,
incurred by or asserted against GreatAmenca including attorneys' fees and
costs of defense, plus interest, where such claims in any way relate to the
Equipment. Furthermore, You agree, if requested by GreatAmerica, to defend
GreatAmenca against any claims for losses or injuries caused by the
Equipment.
13. TAXES. You agree to pay all taxes, fees and govemmental charges related to
this Lease or, at GreatAmerica's option, a monthly Personal Property Tax
Fee set by GreatAmenca. If GreatAmenca pays any of the above for You, You
agree to reimburse GreatAmerica on demand, plus interest.
14. DELINQUENT AMOUNTS AND ADVANCES. If any rent or additional amounts or other
sums required to be paid by You under this Lease are not paid when due,
such overdue amount will accrue interest, from the due date until paid, at
the lower of one and one-half percent (1.5%) per month or the highest rate
allowed by applicable law. In addition, You will pay GreatAmerica a late
charge" equal to the greater often (10) cents for each dollar overdue or
twenty-one dollars ($21.00), in order to defray part of the cost of
collection. This late charge will be due and payable with the next monthly
rental payment due. In the event that GreatAmerica has to make advance
payments of any kind to preserve the leased property, or to discharge any
tax, the amount advanced by GreatAmenca will be repayable by You to
GreatAmerica, together with interest until paid.
15. DEFAULT AND ADVANCES, Any of the following events or conditions will
constitute default hereunder: (a) You fail to pay any sum due GreatAmenca
within ten (10) days after the due date thereof; (b) You fail to observe or
perform any other term, covenant or condition of this Lease and such
failure continues for ten (10) days following receipt of written notice
from GreatAmerica; (c) the filing by or against You of a petition under the
Bankruptcy Code or under any other insolvency law providing for the relief
of debtors: (d) the voluntary or involuntary making of an assignment of a
substantial portion of its assets by You for the benefit of creditors,
appointment of a receiver or trustee for You or for Your assets,
commencement of any formal or informal proceeding for dissolution,
liquidation, settlement of claims against or winding up of your affairs, or
You cease doing business as a going concern: (e) any representation or
warranty made by You herein or in any document delivered by You in
connection here will prove to have been misleading in any material respect
when made: or (f) You are in default under any other contract with
GreatAmerica. Upon the occurrence of an event of default, GreatAmerica may,
at its option, require You (i) to pay as liquidated damages and not as a
penalty the present value, discounted at a rate of 6% per annum, of the
remaining balance of the Lease plus GreatAmenca's estimated residual value,
and (ii) regardless of whether such amounts are paid, to return the
Equipment. GreatAmenca may use any other remedies available to it under
applicable law, such as holding You liable for the difference between the
remaining unpaid rentals and the fair rental value of the Equipment. These
remedies will be applied, to the extent allowed bylaw, cumulatively. In
addition, You agree to pay GreatAmenca all costs and expenses, including
attorney's fees, incurred by GreatAmerica, In exercising or attempting to
exercise any of its rights or remedies, plus Interest at the highest lawful
rate on all amounts owing until paid. If this Lease is deemed to create a
security interest, remedies will include those available under Article 9 of
the UCC.
16. ASSIGNMENT AND PURCHASE ORDERS. YOU WILL NOT SUBLET, LEND, ASSIGN OR PLEDGE
THIS LEASE, THE EQUIPMENT, OR ANY INTEREST IN EITHER, OR PERMIT ANY LIEN OR
SECURITY INTEREST THEREON. You agree that all rights of GreatAmenca in the
Equipment and under this Lease may be assigned, pledged or otherwise
disposed of, without notice to You, but always subject to Your rights under
this Lease, Notwithstanding terms and conditions contained in any purchase
order relating to the Equipment, the terms and conditions of this Lease
will prevail.
17. SEVERABILITY OF PROVISIONS. Any provision of this Lease which for any
reason may be held unenforceable in any jurisdiction will, as to that
jurisdiction, be ineffective to the extent of that unenforceability without
invalidating the remaining provisions of this Lease. Unenforceability in
any jurisdiction will not render unenforceable that provision in any other
jurisdiction.
18. OPTION TO PURCHASE AND RENEW. Provided You are not in default, GreatAmerica
grants to You the option to purchase all (not part) of the Equipment at the
expiration of the term of this Lease at the Purchase Option amount stated
on the front, AS IS WHERE IS, WITH NO EXPRESS OR IMPLIED WARRANTY. Renewal
of this Lease will be automatic, on a monthly basis, unless You deliver to
GreatAmerica written notice at least sixty (60) days prior to the
expiration of the term or the renewal term.
19. LESSEE WAIVERS. You waive notices of Great.America's intent to accelerate
the Rent, the acceleration of the Rent and Of the enforcement of
GreatAmerica's rights. GREATAMERICA AND YOU EACH AGREE TO WAIVE AND TO TAKE
ALL REQUIRED STEPS TO WAIVE ALL RIGHTS TO A JURY TRIAL. .To the extent You
are permitted by law, You waive all rights and remedies You have by Article
2A (Sections 508.522) of the Uniform Commercial Code, including but not
limited to your rights to: (I) cancel or repudiate the Lease: (ii) reject
or revoke acceptance of the Equipment: (iii) recover damages from
GreatAmerica for any breach of warranty or for any other reason; and (iv)
grant a security interest in any Equipment in your possession. To the
extent You are permitted to by law, You also waive any rights You now or
later may have under any statute or otherwise which require GreatAmenca to
sell, lease, or otherwise use any Equipment to reduce GreatAmerica's
damages or which may otherwise limit or modify any of GreatAmenca's rights
or remedies, Any action you take against GreatAmenca for any default,
including breach of warranty or indemnity, must be started within one (1)
year after the event which caused it. GreatAmerica will not be liable for
specific performance of this Lease or for any losses, damages, delay or
failure to deliver the Equipment. You authorize GreatAmerica to sign on
your behalf and file at any time any documents in connection with the UCC.
PROGRESSIVE OFFICE SYSTEMS
DATE INVOICE #
P.O. Box 522303
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 12/1/98 3331
▇▇▇.▇▇▇.▇▇▇▇ FAX ▇▇▇.▇▇▇.▇▇▇▇
▇▇▇▇ TO: SHIP TO:
GreatAmerica Leasing Corp. Altamonte Printing
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇ Pemberton Drive
300 Apopka, FL 32703
Cedar Rapids, Iowa
P.O. NUMBER TERMS REP SHIP VIA F.O.B.
K.S. pon Receipt EP 12/1/98 UPS GRD
QUANTITY ITEM CODE DESCRIPTION PRICE EACH
AMOUNT
1 20K BRYCE 20K PRINTER S/N 16,950.00
16,950.00
08980087
1 c72n C72N CONVEYOR 0.00
0.00
1 az6 AccuZIP 6 Software 995.00
995.00
1 nip PSM 1412-IC4 Semi Automatic 2,495.00
2,495.00
Strapper S/N 70830302
1 Freight Freight 180.00
180.00
Thank you! We Appreciate Your Patronage. TOTAL
$20,620.00
PAST DUE INVOICES
Will accrue a FINANCE
CHARGE OF 11/2% MONTHLY
Exhibit 10.10 Lease Agreement with National Leasing
FORM 104 REV 3/97
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(201) 845-0845o (800) NIA-3460o (▇▇▇) ▇▇▇-▇▇▇▇ (Fax)
April 29, 1998
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Stratcomm Media USA Inc
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Dear ▇▇▇▇ ▇▇▇▇▇▇▇:
As per your request, enclosed please find the following lease
documents for the acquisition of your equipment:
x Lease Agreement Insurance Authorization
x Delivery & Acceptance UCC (s)
x Schedule A x Corporate Resolution
Personal Guaranty Exempt Certificate
X Purchase Agreement Highlights
Contemporaneous Letter
Please sign the enclosed documentation where indicated by red
"X", leaving all documentation undated, and without any changes. If you need
assistance, please call the salesperson.
X Lease Set - to be signed by ▇▇▇▇ ▇▇▇▇▇▇▇ X Advance Payment
- please provide a business check,
drawn from the account verified on the credit
application, in the amount specified below. Make the
check Payable to: NIA National Leasing Inc. in the
amount - $663.44 which includes 1 advance payment(s) @
$497.40 + 41.04 (sales tax) and a $125.00 documentation
fee/filing fee.
X Please provide a copy of Signatory's Drivers License for
signature verification.
X Please provide your Federal ID Number for UCC Filing. X
Please provide us with a copy of your check payable to
Deskco in the amount of $3,000.00.
Prior to the start of any payments, we will perform a "verbal
audit" to verify that all the equipment has been received, installed and
operational. If the individual executing Lease is not going to be available to
do the verbal verification upon delivery of equipment, please insert Acceptors
name in space provided on Delivery & Acceptance form.
Please forward all documents to my attention via the enclosed
prepaid overnight envelope to avoid any delays and ensure a timely delivery of
your equipment.
Very truly yours,
NJA National Leasing, Inc.
/s/
Leasing Coordinator
FflRM 11)4 RFV 3/97
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LESSOR LEASE NUMBER
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NIA National Leasing Inc.
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FULL LEGAL NAME AND ADDRESS OF LESSEE SUPPLIER OF
EQUIPMENT (COMPLETE ADDRESS)
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Stratcomm Media USA Inc Deskco Office Furniture
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▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
JOINTLY AND SEVERALLY RESPONSIBLE
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QUANTITY DESCRIPTION, MODEL #, CATALOG #, SERIAL # OR OTHER IDENTIFICATION
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E
Q L
U E SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF
I A
P S
M E
E D
N
T
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EQUIPMENT
LOCATION IF STREET ADDRESS___1377 Long Island Motor Pkwy____________________
DIFFERENT CITY Islandia___ COUNTY ___ STATE NY___ ZIP 11788______
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AMOUNT OF EACH PAYMENT MONTHLY TERM OF LEASE NO, OF SECURITY
TERMS (PLUS SALES TAX, IF OTHER/SPECIFY (NO. OF MONTHS) PAYMENTS DEPOSIT
APPLICABLE) 1 Advance
1-$3,497.40 2-24-$1,670.00 24 24 0.00
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FORM 104 REV 3/97
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TERMS AND CONDITIONS OF LEASE
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1. LEASE. Lessee hereby leases from Lessor, and Lessor leases to Lessee, the
personal property described above, together with any replacement pans,
additions, repairs or accessories now or hereafter incorporated in or affixed to
it (hereinafter referred to as the "Equipment").
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2. ACCEPTANCE OF EQUIPMENT. Lessee agrees to inspect the Equipment and to
execute an Acknowledgement and Acceptance of Equipment by Lessee provided by
Lessor, after the Equipment has been delivered and after Lessee is satisfied
that the Equipment is satisfactory in every respect. Lessee hereby authorizes
Lessor to insert in this Lease serial number or other identifying data with
respect to the Equipment.
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3. DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES. THERE ARE NO
WARRANTIES BY OR ON BEHALF OF LESSOR. Lessee acknowledges and agrees by his
signature below as follows: (a) LESSOR MAKES NO WARRANTIES EITHER EXPRESS OR
IMPLIED AS TO THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, ITS FITNESS
OR
SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS DESIGN, ITS CAPACITY, ITS
QUALITY, OR WITH RESPECT TO ANY CHARACTERISTICS OF THE EQUIPMENT;
(b) Lessee has fully inspected the Equipment which it has requested Lessor
to acquire and lease to Lessee, and the Equipment is in good condition
and to Lessee's complete satisfaction.
(c) Lessee leases the Equipment "as is" and with all faults:
(d) Lessee specifically acknowledges that the Equipment is leased to Lessee
solely for commercial or business purposes and not for personal,
family, household, or agricultural uses.
(e) If the Equipment is not properly installed, does not operate as
represented or warranted by the supplier or manufacturer, or is
unsatisfactory for any reason, regardless of cause or consequence,
Lessee's only remedy, if any, shall be against the supplier or
manufacturer of the Equipment and not against Lessor:
(f) Provided Lessee is not in default under this Lease, Lessor assigns to
Lessee any warranties made by the supplier or the manufacturer of the
Equipment:
(g) LESSEE SHALL HAVE NO REMEDY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES
AGAINST LESSOR: and
(h) NO DEFECT, DAMAGE, OR UNFITNESS OF THE EQUIPMENT FOR ANY PURPOSE SHALL
RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR RELIEVE LESSEE OF ANY
OTHER OBLIGATION UNDER THIS LEASE.
The parties have specifically negotiated and agreed to the foregoing paragraph
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4. STATUTORY FINANCE LEASE. Lessee agrees and acknowledges that it is the intent
of both parties to this Lease that it qualify as a statutory finance lease under
Article 2A of the Uniform Commercial Code. Lessee acknowledges and agrees that
Lessee has selected both: (1) the Equipment; and (2) the supplier from whom
Lessor is to purchase the Equipment. Lessee acknowledges that Lessor has not
participated in any way in Lessee's selection of the Equipment or of the
supplier, and Lessor has not selected, manufactured, or supplied the Equipment.
LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT EVIDENCING THE
LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER CHOSEN BY LESSEE AND THAT
LESSEE SHOULD CONTACT THE SUPPLIER OF THE EQUIPMENT FOR A DESCRIPTION OF ANY
SUCH RIGHTS. 5. ASSIGNMENT BY LESSEE PROHIBITED. WITHOUT LESSOR'S PRIOR WRITTEN
CONSENT, LESSEE SHALL NOT ASSIGN THIS LEASE OR SUBLEASE THE EQUIPMENT OR ANY
INTEREST THEREIN. OR PLEDGE OR TRANSFER THIS LEASE, OR OTHERWISE DISPOSE OF THE
EQUIPMENT COVERED HEP.▇▇▇. 6. COMMENCEMENT; RENTAL PAYMENTS; INTERIM RENTALS.
This Lease shall commence upon the written acceptance hereof by Lessor and shall
end upon full performance and observance by Lessee of each and every term,
condition and covenant set forth in this Lease, any Schedules hereto and any
extensions hereof. Rental payments shall be in the amounts and frequency as set
forth on the face of this Lease or any Schedules hereto. In addition to regular
rentals, Lessee shall pay to Lessor interim rent for the use of the Equipment
prior to the due data of the first payment. Interim rent shall be in an amount
equal to 1/30th of the monthly rental, multiplied by the number of days elapsing
between the date on which the Equipment is accepted by Lessee and the
commencement date of this Lease, together with the number of days elapsing
between commencement of the Lease and the due date of the first payment. The
payment of interim rent shall be due and payable upon Lessee's receipt of
invoice from Lessor. The rental period under the Lease shall terminate following
the last day of the terms stated on the face hereof or in any Schedule hereto
unless Such Lease or Schedule has been extended or otherwise modified. Lessor
shall have no obligation under this Lease if the Equipment, for whatever reason,
is not delivered to Lessee within ninety (90) days after Lessee signs this
Lease. Lessor shall have no obligation to Lessee under this Lease. Lessee will
execute and deliver to Lessor an Acknowledgement and Acceptance of Equipment by
Lessee acknowledging its acceptance of the Equipment within thirty (30) days
after it is delivered to Lessee with respect to the Lease or any Schedule
hereto. THIS LEASE IS NOT CANCELABLE OR TERMINABLE BY LESSEE. SEE REVERSE SIDE
FOR ADDITIQNAL TERMS AND CONDITIONS WHICH ARE A PART OF THIS LEASE. LESSEE
UNDERSTANDS AND ACKNOWLEDGES THAT NO BROKER OR SUPPLIER, NOR ANY SALESMAN,
BROKER. OR AGENT OF ANY BROKER OR SUPPLIER, IS AN AGENT OF LESSOR. NO BROKER OR
SUPPLIER NOR ANY SALESMAN. BROKER. OR AGENT OF ANY BROKER OR SUPPLIER. 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 BROKER OR
SUPPLIER. NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER. SHALL IN
ANY WAY AFFECT LESSEE'S DUTY TO PAY THE RENTALS AND TO PERFORM LESSEE'S
OBLIGATIONS SET FORTH IN THIS LEASE.
7. CHOICE OF LAW. This Lease shall not be effective until signed by Lessor at
its principal office listed above. This Lease shall be considered to have been
made in the slate of Lessor's principal place of business listed above and shall
be interpreted in accordance with the laws and regulations of the stale of
Lessors principal place of business.
Lessee agrees to jurisdiction in the state of Lessor's principal place of
business listed above in any action, suit or proceeding regarding this Lease,
and concedes that it, and each of them, transacted business in the state of
Lessor's principal place of business listed above by entering into this Lease.
In the event of any legal action with regard to this lease or the equipment
covered hereby. Lessee agrees that venue may be laid In the County of Lessor's
principal place of business.
LESSEE: LESSOR:
Stratcomm Media USA Inc NIA National Leasing Inc.
X ▇▇▇▇ ▇▇▇▇▇▇▇ /s/____________ DATE _____________ DATE
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▇▇▇▇ ▇▇▇▇▇▇▇, CFO DATE
4/29/98 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇, President
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8. SECURITY DEPOSIT. As security for the prompt and lull payment of
the amounts due under this Lease, and Lessees complete performance of
all of its obligations under this Lease, and any extension or renewal
hereof, Lessee has deposited with Lessor the security amount set
forth in the section shown as Security Deposit. In the event any
default shall be made In the performance of any of Lessees
obligations under this Lease, Lessor shall have the right, but shall
not be obligated, to apply the security deposit to the curing of such
default. Within 15 days after Lessor mails notice to Lessee that
Lessor has applied any portion of the security deposit to the curing
of any default. Lessee shall restore said security deposit to the
full amount set forth above. On the expiration or earlier termination
or cancellation of this Lease, or any extension or renewal hereof,
provided Lessee has paid all of the rent called for and fully
performed all other provisions of this Lease, Lessor will return to
the Lessee any then remaining balance of said security deposit,
without interest. Said security deposit may be commingled with
Lessors other funds.
9. LIMITED PREARRANGED AMENDMENTS; SPECIFIC POWER OF ATTORNEY. In the event
it is necessary to amend the terms of this Lease to reflect a change in one
or more of the following conditions: (a) Lessor's actual cost of procuring
the Equipment, or (b) Lessor's actual cost of providing the Equipment to
Lessee, or (c) A change in rental payments as a result of (1) or (2), above,
or (d) Description of the Equipment;
Lessee agrees that any such amendment shall be described in a letter
from Lessor to Lessee, and unless within 15 days after the date of
such letter Lessee objects in writing to Lessor, this Lease shall be
deemed amended and such amendments shall be incorporated in this
Lease herein as if originally set forth.
Lessee grants to Lessor a specific power of attorney for Lessor to use as
follows: (1) Lessor may sign and file on Lessee's behalf any document Lessor
deems necessary to perfect or protect Lessor's interest in the Equipment or
pursuant to the Uniform Commercial Code; and (2) Lessor may sign, endorse or
negotiate for Lessor's benefit any instrument representing proceeds from any
policy of Insurance covering the Equipment. 10. LOCATION. The Equipment shall be
kept at the location specified above or, if none is specified, at Lessee's
address as set forth above and shall not be removed without Lessor's prior
written consent. 11. USE. Lessee shall use the Equipment In a careful manner,
make all necessary repairs at Lessee's expense, shall comply with all laws
relating to its possession, use, or maintenance, and shall not make any
alterations, additions, or improvements to the Equipment without Lessor's prior
written consent. All additions, repairs or improvements made to the Equipment
shall belong to Lessor. 12. OWNERSHIP; PERSONALTY. The Equipment is, and shall
remain, the property of Lessor, and Lessee shall have no right, title, or
interest in the Equipment except as expressly set forth in this Lease. Th.
Equipment shall remain personal property even though installed in or attached to
real property. 13. SURRENDER. By this Lease, Lessee acquires no ownership rights
in the Equipment, and has no option to purchase same. Upon the expiration, or
earlier termination or cancellation of this Lease, or in the event of a default
under Paragraph 21, hereof, Lessee, at its expense, shall return the Equipment
In good repair, ordinary wear and tear resulting from proper use thereof alone
excepted, by delivering it. packed and ready for shipment, to such place or
carrier as Lessor may specify. 14. RENEWAL. At the expiration of the Lease,
Lessee shall return the Equipment in accordance with Paragraph 13, hereof. At
Lessor's option, this Lease may be continued on a month-to-month basis until 30
days alter Lessee returns the Equipment to Lessor. In the event the Lease is so
continued, Lessee shall pay to Lessor rentals in the same periodic amounts
indicated under `Amount of Each Payment,' above.
15. LOSS AND DAMAGE. Lessee
shall at all times after signing this Lease bear the entire risk of loss, theft,
damage or destruction of the Equipment from any cause whatsoever, and no loss,
theft, damage or destruction of the Equipment shall relieve Lessee of the
obligation to pay rent or to comply with any other obligation under this Lease.
In the event of damage to any part of the Equipment. Lessee shall immediately
place the same in good repair at Lessee's expense. If Lessor determines that any
part of the Equipment is lost, stolen, destroyed, or damaged beyond repair,
Lessee shall, at Lessee's option. do one of the following:
(a) Replace the same with like equipment in good repair, acceptable to
Lessor or
(b) Pay Lessor in cash the following: (i) all amounts due by Lessee to
Lessor under this Lease up to the date of the loss; (ii) the accelerated balance
of the total amounts due for the remaining term of this Lease attributable to
said item, discounted to present value at a discount rate of 9% as of the date
of loss; and; (iii) the Lessor's estimate as of the time this Lease was entered
into of Lessor's residual interest in the Equipment discounted to present value
at a discount rate of 9%, as of the date of toss. Upon Lessor's receipt of
payment as set forth above, Lessee shall be entitled to title to the Equipment
without any warranties. If insurance proceeds are used to fully comply with this
subparagraph, the balance of any such proceeds shall go to Lessee to compensate
for loss of use of the Equipment for the remaining term of the Lease. 16.
INSURANCE; LIENS; TAXES. Lessee shall provide and maintain insurance against
loss, theft, damage, or destruction of the Equipment In an amount not less than
the full replacement value of the Equipment, with toss payable to Lessor. Lessee
also shall provide and maintain comprehensive general all-risk liability
insurance including but not limited to product liability coverage, insuring
Lessor and Lessee, with a severability of interest endorsement, or its
equivalent, against any and all loss or liability for all damages, either to
persons or property or otherwise, which might result from or happen in
connection with the condition, use, or operation of the Equipment, with such
limits and with an insurer satisfactory to Lessor. Each policy shall expressly
provide that said insurance as to Lessor and its assigns shall not be
Invalidated by any act, omission, or neglect of Lessee and cannot be cancelled
without 30 days' prior written notice to Lessor. As to each policy Lessee shall
furnish to Lessor a certificate of Insurance from the insurer, which certificate
shall evidence the Insurance coverage required by this paragraph. Lessor shall
have no obligation to ascertain the existence of or provide any insurance
coverage for the Equipment or for Lessee's benefit. If Lessee fails to provide
such Insurance, Lessor will have the right, but no obligation, to have such
Insurance protecting Lessor pieced at Lessee's expense. Such1 placement will
result in an increase in Lessee's periodic payments, such increase being
attributed to Lessor's costs of obtaining such Insurance and any customary
charges or fees of Lessor's or its designee associated with such Insurance.
Lessee shall keep the Equipment free and clear of all levies, liens, and
encumbrances. Lessee shall pay all charges and taxes (local, state, and federal)
which may now or hereafter be Imposed upon the ownership, leasing, rental, sale,
purchase, possession, or use of the Equipment, excluding, however, all taxes on
or measured by Lessor's net Income. If Lessee falls to pay said charges or
taxes, Lessor shall have the right, but shall not be obligated, to pay such
charges or taxes. In that event, Lessor shall notify Lessee of such payment and
Lessee shall repay to Lessor the cost thereof within 15 days after such notice
is mailed to Lessee. 17. INDEMNITY, Lessee shall indemnify Lessor against any
claims, actions, damages, or liabilities, including alt attorney fees, arising
out of or connected with Equipment, without limitation. Such indemnification
shall survive the expiration, cancellation, or termination of this Lease. Lessee
waives any immunity Lessee may have under any industrial insurance act, with
regard to indemnification of Lessor. 18. ASSIGNMENT BY LESSOR. Any assignee of
Lessor shall have all of the rights but none of the obligations of Lessor under
this Lease. Lessee shall recognize and hereby consents to any assignment of this
Lease by Lessor, and shall not assert against the assignee any defense,
counterclaim. or setoff that Lessee may have against Lessor. Subject to the
foregoing, this Lease inures to the benefit of and is binding upon the heirs,
devisees, personal representatives, survivors, successors in interest, and
assigns of the parties hereto. 19. SERVICE CHARGES; INTEREST. If Lessee shall
fall to make any payment required by this Lease within 10 days of the due date
thereof, Lessee shell pay to Lessor a service charge of 8% of the amount due;
provided, however, that not more than one such service charge shall be made on
any delinquent payment, regardless of the length of the delinquency. In addition
to the foregoing service charge, Lessee shall pay to Lessor a $100 default tee
with respect to any payment which becomes thirty (30) days past due. In
addition, Lessee shall pay to Lessor any actual additional expenses incurred by
Lessor in collection efforts, including but not limited to long-distance
telephone charges and travel expenses. Lessee shall pay to Lessor interest on
any delinquent payment or amount due under this Lease from the due date thereof
until paid, at the lesser of the maximum rate of interest allowed by law or 18%
per annum. 20. TIME OF ESSENCE. Time Is of the essence of this Lease, and this
provision shall not be impliedly waived by the acceptance on occasion of late or
detective performance. 21. DEFAULT. Lessee shall be in default If: (a) Lessee
shall fail to make any payment due under the terms of this Lease for a
period of 10 days from the due date thereof; or (b) Lessee shall
fail to observe, keep, or perform any provision of this
Lease, and such failure shall continue for a period of 10 days; or (c)
Lessee has made any misleading or false statement in connection with
application for or performance of this Lease; or (d) The Equipment or any
part thereof shall be subject to any lien, levy, seizure, assignment,
transfer, bulk transfer,
encumbrance, application, attachment, execution, sublease, or sale
without prior written consent of Lessor, or if Lessee shall abandon the
Equipment or permit any other entity or person to use the Equipment
without the prior written consent of Lessor; or
(e) Lessee dies or ceases to exist; or
(f) Lessee defaults on any other agreement it has with Lessor or (g) Any
guarantor of this Lease defaults on any obligation to Lessor or any
of the above listed events of default occur with respect to any
guarantor or any such guarantor files or has filed against it a
petition under the bankruptcy laws.
22. REMEDIES. If Lessee is in default, Lessor, with or without notice to Lessee,
shall have the right to exercise any one or more of the following remedies,
concurrenty or separately, and without any election of remedies being deemed to
have been made:
(a)Lessor may enter upon Lessee's premises and without any court order or
other process of law may repossess and remove the Equipment, or render the
Equipment unusable without removal, either with or without notice to Lessee.
Lessee hereby waives any trespass or right of action by damages by reason of
such entry, removal, or disabling. Any such repossession shall not constitute a
termination of this Lease unless Lessor so notifies Lessee in writing;
(b)Lessor may require Lessee, at its expense, to return the Equipment in
good repair, ordinary wear and tear resulting from proper use thereof alone
excepted, by delivering it, packed and ready for shipment, to such place or
carrier as Lessor may specify,
(c)Lessor may cancel or terminate this Lease and may retain any and all
prior payments paid by Lessee; (d)Lessor may declare all sums due and to
become due under this Lease
immediately due arid payable, including as to any or all items of Equipment,
without notice or demand to Lessee;
(e)Lessor may re- lease the Equipment, without notice to Lessee, to any
third party, upon such terms and conditions as Lessor alone, shall determine, or
may sell the Equipment, without notice to Lessee, at private or public sale, at
which sale Lessor may be the purchaser,
(f)Lessor may. ▇▇▇ f or and recover from Lessee the sum of alt unpaid rents
and other payments due Under this Lease then accrued, all accelerated future
payments due under this Lease, discounted to their present value at a discount
rate of 90/, as of the ▇▇▇▇ of default, plus Lessor's estimate at the time this
Lease was entered into of Lessor's residual interest in the Equipment, reduced
to present value at a discount rate of 9% as of the date of default. less the
net proceeds of disposition, if any, of the Equipment;
(g)To pursue any other remedy available at law, by statute or in equity. No
right or remedy herein conferred upon or reserved to Lessor is
exclusive of any other right or remedy herein. or by law or by equity
provided or permitted, but each shall be cumulative of every Other
right or remedy given herein or now or hereafter existing by law or
equity or by statute or otherwise, and may be enforced concurrently
therewith or from time to time. No single or partial exercise by
Lessor of any right or remedy hereunder shall preclude any other or
further exercise of any other right or remedy.
23. MULTIPLE LESSEES. Lessor may, with the consent of any one of the Lessees
hereunder, modify, extend, or change any of the terms hereof without consent or
knowledge of the others, without in any way releasing, waiving, or impairing any
right granted to Lessor against the others. Lessees and each of them are jointly
and severally responsible and liable to Lessor under this Lease. 24. EXPENSE OF
ENFORCEMENT. In the event of any legal action with respect to this Lease, the
prevailing party in any such action shall be entitled to reasonable attorney
fees, including attorney lees incurred at the trial level, including action in
bankruptcy court, on appeal or review, or incurred without action. suits, or
proceedings, together with all costs and expenses incurred in pursuit thereof,
25. ENTIRE AGREEMENT; NO ORAL MODIFICATIONS; NO WAIVER. This instrument
constitutes the entire agreement between Lessor and Lessee. No provision of this
Lease shall be modified or rescinded unless in writing signed by a
representative of Lessor. Waiver by Lessor of any provision hereof in one
Instance shall not constitute a waiver as to any other instance. 26.
SEVERABILITY. This Lease is intended to constitute a valid and enforceable legal
Instrument, and no provision of this Lease that may be deemed unenforceable
shall in any way invalidate any other provision or provisions hereof, all of
which shell remain in full force and effect.
LESSOR: NIA National Leasing Inc
LESSEE: Stratcomm Media USA Inc
LEASE NUMBER:
DATE OF LEASE: 4/29/98
EQUIPMENT:SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF
ACKNOWLEDGMENT AND ACCEPTANCE
OF EQUIPMENT BY LESSEE
Lessee hereby acknowledges that the Equipment described above has
been received in good condition and repair, has been properly
installed, tested, and inspected, and is operating satisfactorily in
all respects for all of intended uses and purposes. Lessee hereby
accepts unconditionally and irrevocably the Equipment.
By signature below Lessee specifically authorizes and requests Lessor
to make payment to the supplier of the Equipment. Lessee agrees that
said Equipment has not been delivered, installed, or accepted on a
trial basis.
WITH THE DELIVERY OF THIS DOCUMENT TO LESSOR, LESSEE ACKNOWLEDGES AND
AGREES THAT LESSEE'S OBLIGATIONS TO LESSOR BECOME ABSOLUTE AND
IRREVOCABLE AND LESSEE SHALL BE FOREVER ESTOPPED FROM DENYING THE
TRUTHFULNESS OF THE REPRESENTATIONS MADE IN THIS DOCUMENT.
LESSEE Stratcomm Media USA Inc
DATE: ______________________________ BY: X ▇▇▇▇ ▇▇▇▇▇▇▇ /s/___________
▇▇▇▇ ▇▇▇▇▇▇▇, CFO
I HEREBY AUTHORIZE
-------------------------------
TO ORALLY VERIFY MY/OUR ACCEPTANCE
OF THE ABOVE REFERENCED EQUIPMENT IN
MY ABSENCE
IMPORTANT: THIS DOCUMENT HAS LEGAL AND FINANCIAL
CONSEQUENCES TO YOU. DO NOT SIGN THIS DOCUMENT
UNTIL YOU HAVE ACTUALLY RECEIVED ALL OF THE
EQUIPMENT AND ARE COMPLETELY SATISFIED WITH IT.
PURCHASE AGREEMENT
The Lease Agreement ("Lease") dated 4/29/98_________________________
between NIA National Leasing Inc "Lessor", and Stratcomm Media USA
Inc ("Lessee"), is hereby supplemented and amended to include therein
the following: Lessor agrees to sell and Lessee agrees to purchase,
effective as of the expiration of the term of this Lease, all, but
not less than all, of the equipment described in the Lease for a
purchase price of
$ 1.00_______________ plus applicable sales and/or other taxes.
The purchase price shall be paid in cash to the Lessor not less than
30 days prior to the expiration of the Lease.
The Lessor will execute and deliver to the Lessee a ▇▇▇▇ of Sale
describing the Equipment purchased pursuant to this Purchase
Agreement. The ▇▇▇▇ of Sale shall be without recourse to the Lessor.
The Equipment is sold "as is, where is and with all faults." Except
as provided in the Lease, Lessor makes no representations or
warranties, express or implied, with respect to the Equipment.
Dated 4/29/98___________
NIA National Leasing Inc
By:_____________________
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ President
Title: President__________
Stratcomm Media USA Inc
By:__Paul ▇▇▇▇▇▇▇ /s/____
▇▇▇▇ ▇▇▇▇▇▇▇
Title: CFO___________
EXHIBIT "A"
Quantity Description_________________________________________
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇ Chairs
1 48X192 Oval Conf Table
18 Leather Exec Chairs
1 AV Cart
1 Credenza Shell w/bullnose
2 Laminate Storage cabinets
15 Green Swivel Chairs
15-14 53x62 Panels Galaxt Bermuda
18-19 53x31 Panels Galaxy Bermuda
6 2 way connectors
12 3 way connectors
18 End of Run
1 Reception Desk- left return
1 Hunter green Sec Chair
1 Black Leather Sofa
1 Black Leather club chair
1 End table blk
1 Sofa table 14Dx48Wx36H
1 Mohag Bow Front desk
1 Leather Exec chairs
2 Fabric side chairs
1 Bow Front desk- Mohogany
1 Exec chair
1 72x21 credenza
1 Leather Sofa blk
1 Leather club chair blk
1 Round End Table
1 Desk 36x72
1 Right Return
1 Green Sec Chair
LESSEE:Stratcomm Media USA Inc
BY: x ▇▇▇▇ ▇▇▇▇▇▇▇ /s/______________________________________________
▇▇▇▇ ▇▇▇▇▇▇▇, CFO
LESSOR:NIA National Leasing Inc
BY: ___________________________
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ , PRESIDENT
CORPORATE LEASING
RESOLUTION
STATE OF FL
COUNTY OF
I, __________________________________________________________, do hereby
certify that I am the duly elected and qualified secretary of Stratcomm Media
USA Inc, a FL Corporation; that the following is a true and correct copy of
resolutions duly adopted by the Board of Directors of said corporation at a
meeting of said Board of Directors convened and held in accordance with the
Bylaws of said Corporation on this day of 4/29/9 8 and that said resolutions are
now in full force and effect:
RESOLVED; That ▇▇▇▇ Serluco______________________________ as
CFO____________________________________ of this Corporation be, and
he/she hereby is, authorized and directed to negotiate, execute
and deliver on behalf of the Corporation a lease agreement with NIA
National Leasing Inc whereby this Corporation will lease:
(SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF)
on terms and conditions which will be determined by said
officers to be advisable and in the best interests of this
corporation, and the execution of such lease agreement by said
officers shall be conclusive evidence of their approval thereof.
Said above-mentioned parties are further authorized and empowered to deliver and
pledge as collateral security for the payment of any such leases, such assets
of the corporation as may be required and agreed upon between the
above-referred to officers as NIA National Leasing Inc may require.
"BE IT FURTHER RESOLVED: That the secretary be and he/she hereby is authorized
to furnish to NIA National Leasing Inc a certified copy of these resolutions."
IN WITNESS WHEREOF I have signed my name as Secretary of said Corporation and
have caused the corporate seal of said Corporation to be hereunto affixed this
day of 4/29/98.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/__________________________________________________
Secretary
Corporate Seal