SUPPLIER AGREEMENT NO.
TEXAS SCREEN PROCESS SUPPLY CO., INC.
TERM AND RENT
INITIAL TERM
61 MONTHS
EQUIPMENT MONTHLY RENTAL PAYMENT
DESCRIPTION QUANTITY MODEL NO. EQUIPMENT $2,471.96
See Attached Schedule A Yield 11.93% (Plus Applicable Tax)
SECURITY DEPOSIT
EQUIPMENT LOCATION, IF OTHER THAN BILLING $0.00
ADDRESS OF LESSEE (Check Must Accompany Lease)
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LESSEE
Deerbrook Publishing Group, Inc.
LESSEE (FULL LEGAL NAME)
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇
BILLING ADDRESS
Phoenix AZ 85040
CITY STATE ZIP
PHONE NO. (▇▇▇) ▇▇▇-▇▇▇▇ DATED 9-15-99
THIS AGREEMENT IS NOT CANCELABLE
BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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AUTHORIZED SIGNATURE TITLE
PRINT NAME ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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THE TERMS AND CONDITIONS PRINTED ON THE REVERSE SIDE ARE MADE A PART HEREOF
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TERMS AND CONDITIONS
The words YOU and YOUR mean the Lessee. The words WE, US, and OUR refer to the
Lessor indicated on reverse.
1. RENTAL ("AGREEMENT"): We agree to rent to you and you agree to rent from us
the equipment listed above ("Equipment"). You promise to pay us the rental
payment according to the payment schedule shown above. The parties intend this
Agreement to be a finance lease under Article 2A of the Uniform Commercial Code.
2. TERM AND RENT: The initial term shall commence on the day that any of the
Equipment is delivered to you ("the Commencement Date"). If the Commence Date is
other than the first of the month, you agree to pay an additional charge
covering the number of days between the Commencement Date and the first day of
the following month (pro rated on a 30 day month). The installments of rent
shall be payable in advance, at the time and in the amounts provided above,
commencing on the Commencement Date and subsequent payments shall be due on the
same date of each successive period thereafter until all rent and any additional
rent or expenses chargeable under this Agreement shall have been paid in full.
Lessee obligation to pay the rent and other obligations hereunder shall be
absolute and unconditional and are not subject to any abatement, set-off,
defense or counter-claim for any reason whatsoever.
3. NO WARRANTIES: We are renting the Equipment to you "AS IS". WE MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THIS AGREEMENT. We transfer
to you for the term of this Agreement any warranties made by manufacturer or
supplier to us. NEITHER SUPPLIER NOR ANY AGENT OF SUPPLIER IS AN AGENT OF LESSOR
OR IS AUTHORIZED TO WAIVE OR MODIFY ANY TERM OR CONDITION OF THIS AGREEMENT.
GUARANTY
To induce Lessor to enter into the within Agreement, the undersigned (jointly
and severally, if more than one) unconditionally guarantees to Lessor the prompt
payment when due of all Lessee's obligations to Lessor under the Agreement
including without limitation every rental installment, the accelerated balance
of rents, administrative charges, collection charges and interest. Lessor shall
not be required to proceed against Lessee or Equipment or to enforce any of its
other remedies before proceeding against the undersigned. The undersigned agrees
to pay all reasonable attorney's fees, court costs and other expenses incurred
by Lessor by reason of any default by ▇▇▇▇▇▇. The undersigned waives notice of
acceptance hereof and all the other notices or demands of any kind to which the
undersigned may be entitled except demand for payment. The undersigned consents
to any extensions of time or modification of amount of payment granted to Lessee
and the release and/or compromise of any obligations of Lessee or any other
obligors and/or guarantors without in any way releasing the undersigned's
obligations hereunder. This is a continuing Guaranty and shall not be discharged
or affected by your administrators, representatives, successors and assigns.
Guarantor waives any right of subrogation, indemnity, reimbursement and
contribution by ▇▇▇▇▇▇. This Guaranty shall continue to be effective or
reinstated, as applicable. If at any time payment of any part of the obligations
under the Agreement is rescinded or otherwise required to be returned by Lessor
upon the insolvency, bankruptcy or reorganization of Lessee or upon the
appointment of a receiver, trustee or similar officer for Lessee or its assets,
all as though such payment to Lessor had not been made, regardless of whether
▇▇▇▇▇▇ contested the order requiring the return of such payment. This Guaranty
may be enforced by or for the benefit of any assignee or successor of ▇▇▇▇▇▇.
Nothing shall discharge or satisfy the undersigned's liability except the full
performance and payment of all the Lessee's obligations to Lessor, with
interest. THE UNDERSIGNED CONSENTS TO THE PERSONAL JURISDICTION OF THE COURTS
OF THE STATE OF NEW JERSEY WITH RESPECT TO ANY ACTION ARISING OUT OF ANY LEASE
GUARANTY SETTLEMENT AGREEMENT, PROMISSORY NOTE OR OTHER ACCOMMODATION OR
AGREEMENT WITH LESSOR. THIS MEANS THAT ANY LEGAL ACTION FILED AGAINST THE LESSEE
AND/OR GUARANTORS MAY BE FILED IN NEW JERSEY AND THAT LESSEE AND/OR ANY OTHER
GUARANTORS MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY.
Lessee and all Guarantors agree that service of process by certified mail,
return receipt requested, shall be deemed the equivalent of personal service in
such action. Any legal action concerning this Agreement shall be governed by and
construed according to the laws of the State of New Jersey.
INDIVIDUALLY
X _______________________________________ X _________________________________
WITNESS SIGNATURE DATE GUARANTOR SIGNATURE DATE
________________________________________ _________________________________
PRINT NAME PRINT NAME
INDIVIDUALLY
X _______________________________________ X _________________________________
WITNESS SIGNATURE DATE GUARANTOR SIGNATURE DATE
_______________________________________ _________________________________
PRINT NAME PRINT NAME
LEASE ORIGINAL
TERMS AND CONDITIONS
4. OWNERSHIP, REDELIVERY AND RENEWAL: We are the owner of the Equipment and have
title to the Equipment. To protect our rights in the Equipment, in the event
this Agreement is determined to be a security agreement, you hereby grant to us
a security interest in the Equipment and all proceeds, products, rents or
profits therefrom. In states where permissible, you hereby authorize us to cause
this Agreement or any statement or other instrument in respect to this Agreement
showing our interest in the Equipment, including Uniform Commercial Code
Financing Statements, to be filed or recorded and refiled and re-recorded and
grant us the right to execute your name thereto. You agree to execute and
deliver any statement or instrument requested by us for such purpose. You agree
to pay or reimburse us for any searches, filings, recordings, stamp fees or
taxes related to the filing or recording of any such instrument or statement. No
more than one hundred eighty (180) days but not less than ninety (90) days prior
to the expiration of the initial term or any renewal term of this Agreement you
shall give us written notice of your intention to either return the Equipment to
us or purchase the Equipment, as provided below. Provided you have given such
timely notice, you shall return the Equipment, freight and insurance prepaid, to
us in good repair condition and working order, ordinary wear and tear excepted,
in a manner and to a location designated by us or remit the purchase option. If
you fail to so notify us, or having notified us, you fail to return the
Equipment as provided herein, or fail to remit the purchase option, this
Agreement shall renew for additional terms of twelve (12) months each at a
periodic rent equal to 100% of the rent provided herein.
5. OPTION TO PURCHASE: We hereby grant to you, provided you are not in default
hereunder, the option to purchase, "AS IS" without express or implied
warranties, all (not part) of the Equipment at the expiration of the term of
this Agreement for its then fair market value plus all applicable taxes.
6. MAINTENANCE, RISK OF LOSS AND INSURANCE: You are responsible for installing
and keeping the Equipment in good working order. Except for ordinary wear and
tear, you are responsible for protecting the Equipment from damage and loss of
any kind. If the Equipment is damaged or lost, you agree to continue to pay
rent. You agree during the term of this Agreement, to keep the Equipment fully
insured against damage and loss, naming us as the loss payee, to obtain a
general public liability insurance policy from a company acceptable to us,
including as an additional insured on the policy. You agree to provide us
certificates or other evidence of insurance. If you do not, you agree that we
have the right but not the obligation to obtain such insurance, in which event
you agree to pay us for all costs thereof.
7. INDEMNITY: We are not responsible for any losses or injuries caused by the
installation or use of the Equipment. You agree to reimburse us for and to
defend us against any claims for losses or injuries (including attorney's fees
and costs) caused by the Equipment.
8. TAXES AND FEES: You agree to pay when due or reimburse us for all taxes,
fees, fines and penalties relating to use or ownership of the Equipment or to
this Agreement, now or hereafter imposed, levied or assessed by any state,
federal or local government or agency. You agree to pay us a fee of $67.50 to
reimburse us for the expense of preparing financing statements and for other
documentation costs.
EQUIPMENT LOCATED IN VARIOUS STATES is subject to sales tax laws which
require that tax be paid up front. If you choose to pay this tax up front, you
may include, with your security deposit, your check for the current percent of
tax applied to the cost of Equipment. If you do not include payment up front,
you authorize us to advance the tax and increase your monthly payment by an
amount equal to the current tax percentage applied to the monthly rental shown
above.
9. LOCATION OF EQUIPMENT: You will keep and use the Equipment only at your
address shown above. You agree that the Equipment will not be removed from that
address unless you get our written permission in advance to move it.
10. DEFAULT AND REMEDIES: If you (a) fail to pay rent or any other payment
hereunder when due; or (b) fail to perform any of the other terms, covenants or
conditions of this Agreement after ten (10) days written notice; or (c) become
insolvent or make an assignment for the benefit of creditors; or (d) a receiver,
trustee, conservator or liquidator is appointed with or without your consent,
you shall be in default under the Agreement and, we may, to the extent permitted
by applicable law, exercise any one or more of the following remedies: (i)
declare due, sue for and receive from you the sum of all rental payments and
other amounts then due and owing under this Agreement or any schedule thereto,
plus the present value of (x) the sum of the rental payments for the unexpired
term of this Agreement or any schedule hereto discounted at the rate of 6% per
annum and (y) the anticipated value of the equipment at the end of the initial
term or applicable renewal term of the Agreement (but in no event less than 15%
of the original cost of the Equipment) discounted at the rate of 6% per annum
and upon recovery of the same in full, the Equipment shall become your property;
(ii) to similarly accelerate the balances due under any other agreements between
us; (iii) to take immediate possession of the Equipment, and to lease or sell
the Equipment or any portion thereof, upon such terms as we may elect, and to
apply the net proceeds, less reasonable selling and administrative expenses, on
account of your obligations hereunder; (iv) charge you interest on all monies
due us from and after the date of default at the rate of one and one third
percent (1-1/3%) per month until paid but in no event more than the maximum rate
permitted by law; (v) require you to return all Equipment at your expense to a
place reasonably designated by us; (vi) to charge you for all the expenses
incurred in connection with the enforcement of any of our remedies including all
costs of collection, reasonable attorney's fees and court costs. Whenever any
payment is not made by you when due hereunder, you agree to pay us, not later
than one month thereafter, as an administrative charge to offset our collection
expenses, an amount calculated at the rate of ten cents per one dollar for each
such delayed payment, or $15 whichever is higher, but only to the extent
permitted by law. Such an amount shall be payable in addition to all amounts
payable by you as a result of the exercise of any of the remedies provided
herein. All our remedies are cumulative, are in addition to any other remedies
provided for by law and may, to the extent permitted by law, be exercised either
concurrently or separately. Exercise of any one remedy shall not be deemed an
election of such remedy or to preclude the exercise of any other remedy. No
failure on our part to exercise any right or remedy and no delay in exercising
any right or remedy shall operate as a waiver of any right or remedy or to
modify the terms of this Agreement. A waiver of default shall not be construed
as a waiver of any other or subsequent default. We shall retain the sum set
forth above as a security deposit for your performance of your obligations
hereunder. Upon lawful termination of this Agreement, provided you are not in
default, the Security Deposit shall be returned to you. No interest shall be
paid upon said Security Deposit. In the event of default we may apply said
Security Deposit to cure any default.
11. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN THIS AGREEMENT OR
SUBLEASE THE EQUIPMENT. We may sell, assign or transfer this Agreement, without
notice. You agree that if we sell, assign or transfer this Agreement, the new
owner will have the same rights and benefits that we have now and will not have
to perform any of our obligations. You agree that the right of the new owner
will not be subject to any claims, defenses, or set offs that you may have
against us. In the event of a sale, assignment or transfer, we agree to remain
responsible for our obligations hereunder.
12. CONSENT TO JURISDICTION AND GOVERNING LAW: YOU CONSENT TO THE PERSONAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW JERSEY WITH RESPECT TO ANY ACTION
ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT. THIS MEANS THAT ANY LEGAL ACTION
FILED AGAINST YOU MAY BE FILED IN NEW JERSEY AND THAT YOU MAY BE REQUIRED TO
DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY. You agree that service of
process by certified mail, return receipt requested, shall be deemed the
equivalent of personal service in any such action. However, nothing in this
paragraph shall be construed to limit the jurisdictions in which suit may be
filed by any party to this Agreement or the means of obtaining service of
process in any such suit. This Agreement shall be governed by and construed
according to the laws of the State of New Jersey. TO THE EXTENT PERMITTED BY
LAW, YOU WAIVE TRIAL BY JURY IN ANY ACTION HEREUNDER. YOU HEREBY WAIVE ANY AND
ALL RIGHTS AND REMEDIES GRANTED YOU BY SECTION 2A-508 THROUGH 2A-522 OF THE
UNIFORM COMMERCIAL CODE.
13. CUSTOMER P.O.: You agree that any Purchase Order issued to us covering the
rental of this Equipment, is issued for purposes of authorization and your
internal use only, and none of its terms and conditions shall modify the terms
of this Agreement.
14. ENTIRE AGREEMENT: This Agreement contains the entire arrangement between you
and us and no modifications of this Agreement shall be effective unless in
writing and signed by the parties.
ACCEPTED BY:
COPELCO CAPITAL INC., LESSOR
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. - MAHWAH, NJ 07430-0631
BY ________________________________________________
TITLE DATE
SCHEDULE A TO LEASE AGREEMENT NUMBER ________ DATED _________
Quantity Equipment Description
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1 SYSTEM 600 36" AUTOTYPE ASPECT SYSTEM W/ STAND, TAKE UP REEL
2 TEKOI PHASER 840 1OPPM 32MB
1 APPLE VOSG3MT450/1M/128/9GBU2, INT MDM 56K, PCI ADPTER, 15" .28
1280X1024 MONITOR, ADOBE GRAPHIC STUDIO. QUARK EXPRESS V4.O,
INTERNAL ZIP DRIVE, JAZ 2GB EXTERNAL, 120MB SUPRDSK., SCSI-2 TO
SCSI-2 CABLE, MASK PRO2.0, ULTIMATE REZ
1 APPLE YOSG3MT 450/1M/128/9GB U2, 256MB MEM 18GB HD, ULTIMATE REZ,
21IN 22MM 1800X 144, ANT MDM 56K, SCSI PCI ADPTR, ADOBE GRAPHIC
STUDIO, QUARK EXPRESS V 4.0, INTERNAL ZIP DRIVE, JAZ 2GB
EXTERNAL, 256MB UPGRADE, OMNIPAGE, 21" MONITOR, 30GB ▇▇▇▇ ATPI
ECHO SW, SMART UPS, 120MB SUPRDSK, JAZ MC 1GB 3PACK, UNIFORM 8.0
2 EPSON 636 PERFECT SCAN
1 15" .28 1280X1024 MONITOR
1 HP LASERJET 4050N PRINTER
1 U SHAPED STEELCASE MOCKUP SYSTEM
1 21IN 22MM 1800X 144 MONITOR
SIGNED /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, President
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DATE: 9-15-99
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BUYOUT OPTION
We welcome the opportunity to work with you and your company to meet your
leasing needs for the equipment you have selected. We feel that we offer service
unmatched in the industry and we thank you for the opportunity.
We have purchased the equipment that you desire and are able to offer it to
you now on a lease basis. We are the Vendor in the transaction. You and your
company are the Lessee in the transaction. The company whose name appears on the
accompanying lease documents will be the Lessor in this transaction. You need to
be aware of this and acknowledge this if asked during the telephone verbal
delivery and acceptance procedure.
You may purchase the equipment for a cash purchase price of $112,848.67 or
you can lease it by completing the documents that accompany this letter. You are
aware that the total of the lease payments and potential cost to buy out the
equipment at the end of the lease is significantly higher than the cash purchase
price. You verify, by signing and dating this letter and by executing the lease
documents that accompany this letter, that you have weighed this difference in
price and have elected to lease the equipment.
The lease is non-cancellable and has a ONE DOLLAR BUYOUT buyout of the
equipment at the end of the lease term, assuming that all obligations have been
fulfilled.
Please sign below and return this letter with your executed lease documents.
Please call upon us if you feel that we may be of assistance to you in the
future. We are ready to answer any questions that you might have and welcome the
chance to be of service. Thank you for your business.
ACKNOWLEDGED: /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, President
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DATE: 9-15-99
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Equipment Delivery and
Acceptance Receipt
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The undersigned does hereby acknowledge the complete and satisfactory delivery
and installation of the Equipment leased from Copelco Capital, Inc. The
undersigned does further acknowledge that ▇▇▇▇▇▇ has made no warranties
expressed or implied regarding the equipment; that our obligations to Lessor or
its assignees as set forth in the aforementioned lease are free of any and all
claims, counter claims, defenses, or set-offs.
Deerbrook Publishing Group, Inc.
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(Full Legal Name of Lessee)
By /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, President
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(Authorized Signature) (Title)
▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
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(Print Name of Signer)
9-15-99
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Date