Exhibit 99(f)
MASTER LEASE AGREEMENT
MASTER LEASE AGREEMENT NO. 87071LG313, dated as of July 1, 1987, between
American Finance Group, Inc., a Massachusetts corporation having a principal
place of business and address for purposes of notice hereunder at Exchange
Place, Boston, Massachusetts 02109, Attention: Manager, Lease Financing Group,
as Lessor, and Packaging Corporation of America, a Delaware corporation having a
principal place of business and address for purposes of notice hereunder at 1603
Orrington Avenue, Evanston, IL 60204 Attention: Treasurer, as Lessee.
1. MASTER LEASE.
This Master Lease Agreement sets forth the terms and conditions that
govern the lease by Lessor to Lessee of items of Equipment specified on Rental
Schedules executed and delivered by the parties from time to time. Each Rental
Schedule incorporates by reference this Master Lease Agreement and specifies the
Lease Term, the amount of Basic Rent, the Payment Dates on which Basic Rent is
due, and such other information and provisions as Lessor and Lessee may agree.
Each Rental Schedule constitutes a separate and independent lease.
2. LEASE TERM. LESSEE'S RIGHT TO QUIET ENJOYMENT.
Each Rental Schedule is for a non-cancellable Lease Term commencing on the
date of acceptance of the Equipment for lease and ending on the Expiration Date
specified on such Rental Schedule. Lessee cannot, for any reason, terminate the
Rental Schedule or suspend payment or performance of any of its obligations
thereunder. Subject to there being no Event of Default under the Rental
Schedule, Lessee will have quiet possession and use of the Equipment throughout
the Lease Term, and Lessor shall defend and protect such quiet possession and
use against all persons claiming by, through or under Lessor.
3. BASIC RENT. NET LEASE. LESSEE'S INDEMNITY. NO WARRANTIES BY LESSOR.
Basic Rent is payable in the amount specified on the Rental Schedule. All
payments of Basic Rent shall be made to Lessor in good funds on the Payment
Dates specified in the Rental Schedule. Basic Rent is net of, and Lessee agrees
to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless
from and against, all costs (including, without limitation, maintenance, repair
and insurance costs), claims (including claims of product liability or strict
liability in tort), losses or liabilities relating to the Equipment or its use
that are incurred by or asserted against Lessee, any permitted sublessee of
Lessee, Lessor or any assignee of Lessor and arise out of matters occurring
prior to the return of the Equipment. Lessee agrees to defend all claims through
counsel acceptable to Lessor. The Rental Schedule is a triple net lease.
Lessee's obligations are not subject to defense, counterclaim, set-off,
abatement or recoupment, and Lessee waives all rights to terminate or surrender
the Rental Schedule, for any reason, including, without limitation, defect in
the Equipment or nonperformance by Lessor, provided, however, that Lessee
specifically retains the right to seek recourse against Lessor by way of
separate action either at law or in equity in the
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event of nonperformance by Lessor under the Rental Schedule. LESSOR HEREBY
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING. WITHOUT
LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. Lessor will assign to Lessee all manufacturer or vendor warranties and
will cooperate with Lessee in asserting any claims under such warranties.
4. USE AND LOCATION OF EQUIPMENT. MAINTENANCE AND REPAIRS. NO LIENS. NO
ASSIGNMENT LESSEE'S RIGHT TO SUBLEASE BY LESSEE.
The Equipment is to be used exclusively by Lessee in the conduct of its
business, only for the purposes for which it was designed and in compliance with
all applicable laws, rules and regulations. Lessee will obtain and maintain all
necessary licenses, permits and approvals. The Equipment is not to be removed
from the location specified on the Rental Schedule except upon prior written
notice to Lessor, and in no event may the Equipment be moved to a location
outside the continental United States. Lessee will effect all maintenance and
repairs necessary to keep the Equipment in good and efficient operating
condition and appearance, reasonable wear and tear excepted, and will keep
written records thereof. All maintenance and repairs will be made in accordance
with the manufacturer's recommendations and by authorized representatives of the
manufacturer or by persons of equal skill and knowledge whose work will not
adversely affect any applicable manufacturer's or vendor's warranty. Lessee
will keep the Equipment and its interest therein free and clear of all liens and
encumbrances other than those created by Lessor or arising out of claims against
Lessor and not related to the lease of the Equipment to Lessee. The Rental
Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only
upon prior written notice to Lessor, in which notice Lessee represents and
warrants to Lessor that such sublease is specifically made subject to the prior
rights of Lessor under the Rental Schedule, does not create any obligation on
the part of Lessor in favor of such sublessee and does not relieve Lessee of any
of its obligations under the Rental Schedule.
5. LOSS, DAMAGE OR DESTRUCTION OF EQUIPMENT.
Lessee will notify Lessor promptly in writing if any item of Equipment is
lost, stolen, requisitioned by a governmental authority or damaged beyond repair
(each a "Casualty"), describing the Casualty in reasonable detail, and will
promptly file a claim under appropriate policies of insurance. Lessee may, with
the prior written consent of Lessor, replace the Equipment suffering a Casualty
with similar items of at least equal value and utility. If Lessee does not
replace the Equipment, Lessee will pay to Lessor on the next Payment Date
following the Casualty, in addition to Basic Rent and other sums due on that
date, an amount equal to the greater of the Casualty Value specified on the
Rental Schedule or the fair market value of such Equipment. The Rental Schedule,
solely as it relates to the Equipment suffering the Casualty, will terminate and
ownership of the Equipment suffering the Casualty, including all claims for
insurance proceeds or condemnation awards, will pass to Lessee upon receipt of
such payment by Lessor. The fair market value of the Equipment will be
determined by agreement of Lessee and Lessor, or, if the parties cannot agree,
by an independent equipment appraiser of nationally recognized standing,
selected by Lessor and reasonably acceptable to Lessee. The cost of appraisal
will be shared equally by Lessee and Lessor.
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6. TAXES AND FEES.
Lessee agrees to prepare and file all required returns or reports and to
pay all sales, gross receipts and other taxes (including highway use and vehicle
excise taxes, where applicable), fees, interest, fines or penalties imposed by
any governmental authority relating in any way to the Equipment, including any
documentary, stamp or recordation taxes assessed in connection with the
financing of Lessor's purchase of the Equipment and excepting only taxes imposed
upon the net income of Lessor. Notwithstanding the foregoing, Lessor will report
and pay all use taxes and Lessee will pay to Lessor, on each Basic Rent Payment
Date, as additional rent, an amount equal to the use taxes attributable to that
payment of Basic Rent.
7. INSURANCE.
Lessee agrees to maintain policies of insurance on the Equipment in
amounts, against risks and on terms and conditions applicable to other equipment
owned or leased by Lessee and similar to the Equipment. Such insurance will at a
minimum include (1) physical damage and theft insurance in an amount at least
equal to the greater of the Casualty Value set forth on the Rental Schedule or
the fair market value of the Equipment and (ii) comprehensive liability
insurance in the amount of at least $5,000,000 per occurrence, in each case with
deductibles not in excess of $100,000. All policies (A) are to be maintained
with insurers acceptable to Lessor; (B) are to name Lessor and its assignees as
loss payees with respect to physical damage and theft and as additional insureds
with respect to liability, as their interests may appear; and (C) are to provide
that they may not be altered or cancelled except upon thirty days prior written
notice to Lessor and each of Lessor's assignees named as additional insured and
loss payee. Notwithstanding the foregoing Lessee may self-insure against
physical damage and theft only. Lessee agrees to deliver to Lessor such
certificates of insurance or self-insurance as Lessor may, from time to time,
request. Lessor may hold any insurance proceeds as security for Lessee's
performance of its obligations with respect to the Equipment on behalf of which
the proceeds were paid and the payment of all Basic Rent and other sums then due
and unpaid under the Rental Schedule and will pay such proceeds over to Lessee
only upon receipt of satisfactory evidence thereof.
8. FINANCIAL STATEMENTS. INSPECTION. REPORTS.
Lessee will provide to Lessor copies of Lessee's annual balance sheet,
profit and loss statement and statement of changes in financial condition, and,
if generally available to Lessee's Lenders, quarterly unaudited balance sheet
and profit and loss statement, all prepared in accordance with generally
accepted accounting principles, consistently applied, all either audited by
independent outside auditors or certified by the Lessee's Chief Financial
Officer, Lessor may from time to time, upon reasonable notice and during
Lessee's normal business hours, inspect the Equipment and Lessee's records with
respect thereto and discuss Lessee's financial condition with knowledgeable
representatives of Lessee. Lessee will, if requested, provide a report on the
condition of the Equipment, a record of its maintenance and repair, a summary of
all items suffering a Casualty, a certificate of no default or such other
information or evidence of compliance with Lessee's obligations under the Rental
Schedule as Lessor may reasonably request.
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9. AGREEMENT FOR LEASE ONLY. IDENTIFICATION MARKS. FINANCING STATEMENTS.
FURTHER ASSURANCES.
Each Rental Schedule is intended to be a true lease and not a lease in the
nature of a security agreement. Lessee will affix to the Equipment all notices
of Lessor's ownership of the Equipment furnished by Lessor. Lessee will execute
and deliver and Lessor may file Uniform Commercial Code financing statements or
other similar documents notifying the public of Lessor's ownership of the
Equipment and Lessee hereby appoints Lessor as its agent and attorney-in-fact to
execute and file the same on its behalf. Lessee agrees to promptly execute and
deliver to Lessor such further documents or other assurances, and to take such
further action, including obtaining landlord and mortgagee waivers, as Lessor
may from time to time reasonably request in order to establish and protect the
rights and remedies created by the Rental Schedule.
10. LATE PAYMENT CHARGES. LESSOR'S RIGHT TO PERFORM FOR LESSEE.
A Late Payment Charge equal to (A) the greater of 21% per annum above the
debt rate charged to Lessor in connection with the financing of its purchase of
the Equipment or 2% per annum above the prime or base lending rate of The First
National Bank of Boston, as announced from time to time, or (B) if less, the
highest rate not prohibited by law, will accrue on any sum not paid when due for
each day not paid. If Lessee fails to duly and promptly pay or perform any of
its obligations hereunder, Lessor may, upon notice to Lessee specifying such
nonperformance, itself pay or perform such obligations for the account of Lessee
without thereby waiving any default and Lessee will pay to Lessor, on demand and
in addition to Basic Rent, an amount equal to all sums so paid or expenses so
incurred, plus a Late Payment Charge accruing from the date such sums were paid
or expenses incurred by Lessor.
11. LESSEE'S OPTIONS UPON LEASE EXPIRATION.
Lessee has the option at the expiration of the Lease Term, exercisable
with respect to all, but not less than all, items of Equipment leased pursuant
to Rental Schedules having the same Expiration Date, (i) to return the Equipment
to Lessor, or (ii) to renew the Rental Schedule at fair rental value for a
Renewal Term the length of which shall be determined by agreement of Lessee and
Lessor. Lessee agrees to provide Lessor written notice of its decision to return
the Equipment or renew the Rental Schedule not less than 120 days prior to the
Expiration Date. If Lessee fails to give Lessor 120 days written notice, the
Lease Term may, at Lessor's option, be extended and continue until 120 days from
the date Lessor receives written notice of Lessee's decision to return the
Equipment or renew the Rental Schedule. Fair rental value and useful life will
be determined by agreement of Lessor and Lessee, or if the parties cannot agree,
by an independent equipment appraiser selected by Lessor and reasonably
acceptable to Lessee. The cost of an appraisal will be shared equally by Lessor
and Lessee. At the expiration of the Lease Term or any extension or renewal
thereof, Lessee will, at its expense, assemble, pack, and crate the Equipment,
all in accordance with manufacturer's recommendations, if any, and deliver it by
common carrier, freight and insurance prepaid, to a place to be designated by
Lessor; provided, however, that shall be responsible for only so much of the
cost of shipping as does not exceed the cost of shipping the Equipment a
distance of 1500 miles. The Equipment will be returned in good and efficient
operating
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condition and appearance, reasonable wear and tear excepted, and eligible for
manufacturer's maintenance, if available, free of all Lessee's markings and free
of all liens and encumbrances other than those created by Lessor or arising out
of claims against Lessor and not related to the lease of the Equipment to
Lessee. The Rental Schedule shall continue in full force and effect and Lessee
shall continue to pay Basic Rent through and including the date on which the
Equipment is returned by Lessee.
12. LESSEE'S REPRESENTATIONS AND WARRANTIES.
Lessee represents, warrants and certifies as of the date of execution and
delivery of each Rental Schedule as follows:
(a) Lessee is duly organized, validly existing and in good standing
under the laws of the state of its incorporation, with full power to
enter into and to pay and perform its obligations under the Rental
Schedule and this Master Lease Agreement as incorporated therein by
reference, and is duly qualified and in good standing in all other
jurisdictions where its failure to so qualify would adversely affect
the conduct of its business or the performance of its obligations
under or the enforceability of the Rental Schedule;
(b) the Rental Schedule, this Master Lease Agreement and all related
documents have been duly authorized, executed and delivered by
Lessee, are enforceable against Lessee in accordance with their
terms and do not and will not contravene any provisions of or
constitute a default under Lessee's organizational documents or its
By Laws, any agreement to which it is a party or by which it or its
property is bound, or any law regulation or order of any
governmental authority;
(c) Lessor's right, title and interest in and to the Rental Schedule,
this Master Lease Agreement and the Equipment and the rentals
therefrom will not be affected or impaired by the terms of any
agreement or instrument by which Lessee or its property is bound;
(d) no approval of, or filing with, any governmental authority or other
person is required in connection with Lessee's entering into or the
payment or performance of its obligations under the Rental Schedule
or this Master Lease Agreement as incorporated therein by reference;
(e) there are no suits or proceedings pending or threatened before any
court or governmental agency against or affecting Lessee which, if
decided adversely to Lessee, would materially adversely affect
Lessee's business or financial condition or its ability to perform
any of its obligations under the Rental Schedule or this Master
Lease Agreement as incorporated therein by reference; and
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(f) there has been no material adverse change to Lessee's financial
condition since the date of its most recent audited financial
statement.
13. EVENTS OF DEFAULT. LESSOR'S REMEDIES ON DEFAULT.
Each of the following events constitutes an Event of Default:
(a) default in the payment of any amount when due under the Rental
Schedule continuing for a period of ten days after written notice of
nonpayment thereof;
(b) default in the observance or performance of any other covenant,
condition or agreement to be observed or performed by Lessee under
the Rental Schedule and this Master Lease Agreement as incorporated
therein by reference, continuing for more than 30 days after written
notice thereof, unless Lessee shall be diligently proceeding to cure
such default and such default does not subject the Equipment to
forfeiture, in which event, Lessee shall have 60 days from the date
of notice, or such other longer period as Lessor may consent to in
writing, in which to cure such default;
(c) any representation or warranty made by Lessee herein or in the
Rental Schedule or this Master Lease Agreement as incorporated
therein by reference or in any document or certificate furnished in
connection herewith shall at any time prove to have been incorrect
in any material respect when made;
(d) any attempt by Lessee, without Lessor's prior written consent,
to assign the Rental Schedule, to make any unauthorized sublease of
the Equipment or to transfer possession of the Equipment;
(e) Lessee (A) ceases doing business as a going concern; (B) makes
an assignment for the benefit of creditors, admits in writing its
inability to pay its debts as they mature or generally fails to pay
its debts as they become due; (C) initiates any voluntary bankruptcy
or insolvency proceeding; (D) fails to obtain the discharge of any
bankruptcy or insolvency proceeding initiated against it by others
within 60 days of the date such proceedings were initiated; (E)
requests or consents to the appointment of a trustee or receiver; or
(F) a trustee or receiver is appointed for Lessee or for a
substantial part of Lessee's property; or
(f) Lessee shall not return the Equipment at the expiration of the
Lease Term or any extension or renewal thereof, or if Lessor has
advised Lessee that the Equipment is not in the required condition
upon return and Lessee fails to make appropriate repairs or
reconditionings.
Upon the occurrence of an Event of Default, Lessor may, without notice to
Lessee, declare the applicable Rental Schedule in default and may exercise any
of the following remedies:
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I. at Lessor's option, and in its sole discretion either:
(a) declare all Basic Rent and other sums due or to become due under
the Rental Schedule immediately due and payable, and sue to enforce
the payment thereof; or
(b) receive from Lessee (and sue to enforce the payment thereof), as
liquidated damages for loss of the bargain and not as a penalty, and
in addition to all accrued and unpaid Basic Rent and other sums due
under the Rental Schedule, an amount equal to the greater of (A) the
Casualty Value set forth on the Rental Schedule calculated after the
last payment of Basic Rent actually received by Lessor or (B) the
fair market value of the Equipment as of the date of default
determined by an appraiser selected by Lessor, plus, in either case,
interest thereon at the Late Payment Charge rate from the date of
default until the date of payment, and, after receipt in good funds
of the sums described above, Lessor will, if it has not already done
so, terminate the Rental Schedule and, at its option, either pay
over to Lessee as, when and if received, any net proceeds (after all
costs and expenses) from any disposition of the Equipment, or convey
to Lessee all of its right, title and interest in and to the
Equipment, as is, where is and with all faults, without recourse and
without warranty; and
II. without regard to whether Lessor has elected either option in
subsection I. above, Lessor may
(a) proceed by appropriate court action either at law or in equity
to enforce performance by Lessee of the covenants and terms of the
Rental Schedule and to recover damages for the breach thereof; and
(b) terminate the Rental Schedule by written notice to Lessee,
whereupon all right of Lessee to use the Equipment will immediately
cease and Lessee will forthwith return the Equipment to Lessor in
accordance with the provisions hereof; and
(c) repossess the Equipment and without notice to Lessee, dispose of
it by private or public, cash or credit sale or by lease to a
different lessee, in all events free and clear of any rights of
Lessee, and for this purpose Lessee hereby grants to Lessor and its
agents the right to enter upon the premises where the Equipment is
located and to remove the Equipment therefrom and Lessee agrees not
to interfere with the peaceful repossession of the Equipment; and
(d) recover from Lessee all costs and expenses arising out of
Lessee's default, including, without limitation, expenses of
repossession, storage, appraisal, repair, reconditioning and
disposition of the Equipment and reasonable attorneys' fees and
expenses.
Lessor's remedies are cumulative and not exclusive, and are in addition to all
remedies at law or in equity. No failure by Lessor to declare a default shall
constitute a waiver of such default or restrict Lessor's ability to declare a
default at a later date.
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14. ASSIGNMENT BY LESSOR.
Lessor may at any time and from time to time sell, transfer or grant liens
on the Equipment, and assign, as collateral security or otherwise, its rights in
the Rental Schedule and this Master Lease Agreement as incorporated therein by
reference, in each case subject and subordinate to Lessee's rights thereunder,
without notice to or consent by Lessee. Lessee acknowledges that Lessor may
assign the Rental Schedule to a Lender in connection with the financing of its
purchase of the Equipment and agrees, in the event of such assignment, to
execute and deliver a Rent Assignment Letter acknowledging that the Lender has
(and may exercise either in its own name or in the name of Lessor) all of the
rights, privileges and remedies, but none of the obligations, of Lessor under
the Rental Schedule; waiving for the benefit of the Lender (but not Lessor) any
defense, counterclaim, set-off, abatement, reduction or recoupment that Lessee
may have against Lessor; and agreeing to make all payments of Basic Rent and
other sums due under the Rental Schedule to the Lender or as the Lender may
direct. Lessee also agrees to deliver opinions of counsel, insurance
certificates and such other documents as Lessor may reasonably request for the
benefit of the Lender in connection with the collateral assignment of the Rental
Schedule.
15. NOTICE. GOVERNING LAW. EXECUTION IN COUNTERPARTS.
All notices required hereunder shall be effective upon receipt in writing
delivered by hand or by other receipt-acknowledged method of delivery at the
address first above written. This Master Lease Agreement and the Rental Schedule
shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts. This Master Lease Agreement and the Rental
Schedule may be executed in multiple counterparts all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Master Lease
Agreement to be executed and delivered by their duly authorized representatives
as of the date first above written.
AMERICAN FINANCE GROUP, INC. PACKAGING CORPORATION OF AMERICA
By: [ILLEGIBLE] By: [ILLEGIBLE]
--------------------------------- --------------------------------
Title: Senior Vice President Title: Senior Vice President
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Date: 8/6/87 Date: 8-3-87
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RENEWAL RENTAL SCHEDULE NO. B-7RN3 (the "Renewal Rental Schedule")
DATED AS 0F AUGUST 5, 1999
TO MASTER LEASE AGREEMENT NO. 8707ILG313 (the "Master Lease")
DATED AS 0F JULY 1, 1987
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-A PACKAGING CORPORATION OF AMERICA
LIMITED PARTNERSHIP 1900 W. Field Court
c/o EQUIS FINANCAL GROUP Lake Forest, IL. 60045
88 BROAD STREET
BOSTON, MA 02110
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Income Partners V-A L.P.,
as Lessor, Lessor's interest therein having been previously sold and assigned by
American Finance Group and Lessee incorporates by reference the terms and
conditions of the Master Lease. Lessor hereby leases to Lessee and Lessee hereby
leases from Lessor those items of Equipment described on the attached Schedule
B, for the Renewal Lease Term and at the Renewal Term Basic Rent payable on the
Payment Dates hereinafter set forth on the attached Schedule A, on the terms and
conditions set forth in the Master Lease.
2. BASIC RENT.
Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.
3. STIPULATED LOSS VALUE.
Notwithstanding the provision of the Master Lease, the Stipulated Loss
Value for the Equipment during the Renewal Lease Term shall be equal to forty
percent (40%) of the original equipment cost for each item of Equipment.
4. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Renewal Rental Schedule shall
govern and control. No amendment, modification or waiver of this Renewal Rental
Schedule or the Master Lease will be effective unless evidenced in writing
RENEWAL RENTAL SCHEDULE NO. B-7RN3
PAGE TWO
signed by the party to be charged. This Renewal Rental Schedule may be executed
in counterparts, all of which together shall constitute one and the same
instrument.
The undersigned, being the duly authorized representative of the Lessee, hereby
certifies that the items of Equipment described on the attached Schedule B have
been duly delivered to the Lessee in good order and duly inspected and accepted
by the Lessee as conforming in all respects with the requirements and provisions
of the Master Lease, as of the Renewal Term Commencement Date stated on the
attached Schedule A.
AMERICAN INCOME PARTNERS V-A PACKAGING CORPORATION OF AMERICA
LIMITED PARTNERSHIP
Lessor Lessee
By: AFG Leasing IV Incorporated
Title: General Partner
By: /s/ Gail D. Ofgant By: /s/ [ILLEGIBLE]
--------------------------------- -----------------------------------
Title: Sr. Vice President Title: Corporate Packaging Mgr.
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COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
1
LLR40D-O1 EQUIS FINANCIAL GROUP 8/05/99 16:03:46 PAGE 1
Schedule A - Rental Schedule Economics
LESSEE: TENNECO PACKAGING
LESSOR: EQUIS FINANCIAL GROUP
RENTAL SCHEDULE: B-7RN3
LEASE TERM (months): 24
PRIMARY START DATE: 10/01/1999
LEASE EXPIRATION DATE: 9/30/2001
PAYMENT FREQUENCY: MONTHLY
ADVANCE/ARREARS: ADVANCE
LEASE RATE: .008073394
PER DIEM LEASE RATE: .000269113
PERIODIC RENT: $440.00
NUMBER OF PAYMENTS: 24
TOTAL INTERIM RENT: $ .00
PAYMENT COMMENCEMENT DATE: 10/01/1999
TOTAL EQUIPMENT COST: 54,500.00
DOCUMENTATION FEE: _________________
/s/ [ILLEGIBLE] LESSEE INITIALS
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/s/ GDO LESSOR INITIALS
- -----------------
LLR41D-O1 EQUIS FINANCIAL GROUP 8/05/99 16:03:46 PAGE 1
Schedule B Equipment Description
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: B-7RN3
LESSEE: TENNECO PACKAGING
LESSOR: EQUIS FINANCIAL GROUP
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date
- -------------------------------------------------------------------------------------------
30,382.00 E357-0803-7255 CLARK ECS25 FORKLIFT 10/01/1999
24,118.00 C108V09303K HYSTER E5OXL FORKLIFT 10/01/1999
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54,500.00 Total for Location 525 MT TOM RD NORTHAMPTON MA 01060
==============
54,500.00 Total Equipment Cost
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-6
This RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE, dated as of September 12,
1989, between American Finance Group, a Massachusetts general partnership and
successor in interest to American Finance Group, Inc. ("Lessor"), a
Massachusetts corporation and Packaging Corporation of America ("Lessee")
incorporates by reference the terms and conditions of Master Lease Agreement No.
8707ILG313 (the "Master Lease"). Lessor hereby leases to Lessee and Lessee
hereby leases from Lessor the following described items of Equipment for the
Lease Term and at the Basic Rent payable on the Payment Dates hereinafter set
forth, on the terms and conditions set forth in the Master Lease.
1. EQUIPMENT
Description
(Manufacturer,
Item Type, Model and Equipment Acceptance
No. Serial Number) Cost Location Date
- ---- -------------- --------- -------- ----------
VARIOUS FORKLIFTS AND EQUIPMENT AS MORE FULLY DESCRIBED
ON THE ATTACHED SCHEDULE A AND INVOICES See Schedule A
GRAND TOTAL EQUIPMENT COST: $16,451.40
BILL TO: Packaging Corporation of America
1001 113th Street
Arlington, TX 76011
2. LEASE TERM
The Lease Term is for an Interim Term commencing on the date of acceptance
of the Equipment for lease, as set in the attached Schedule A, and continuing
through and including September 30, 1989 and for a Primary Term of 60 months,
commencing on October 1, 1989 and continuing through and including the
Expiration Date of September 30, 1994.
3. BASIC RENT. PAYMENT DATES.
Interim Term Basic Rent is due and payable in full on the first day of the
Primary Term. Basic Rent for the Primary Term is due and payable in 60 payments
of $297.39 each commencing on October 1, 1989 and continuing monthly in advance
thereafter, through and including September 1, 1994.
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-6
PAGE TWO
Interim Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Per Diem Lease Rate set forth below and multiplying the product by
the number of days in the Interim Term. Primary Term Basic Rent is computed by
multiplying the Total Equipment Cost by the Periodic Lease Rate set forth below.
Per Diem Lease Rate: .000603
Periodic Lease Rate: .018077
4. SPECIAL MAINTENANCE AND RETURN CONDITIONS. In furtherance, and not in
limitation of, the use, maintenance and return conditions for the Equipment set
forth in Sections 4 and 9 of the Master Lease, Lessee hereby agrees to return
the Equipment to Lessor in accordance with all of the terms and conditions of
the Master Lease and in compliance with the following special return conditions:
1. When loaded to its rated capacity, each Unit shall:
(a) Start under its own power and idle without water or fuel
leaks.
(b) Move through its normal speed ranges in both forward and
reverse, in normal operating manner.
(c) Steer normally right and left in both forward and reverse.
(d) Be able to stop with its service brakes within a safe
distance, in both forward and reverse.
(e) Lift, lower, and tilt normally with and without a load a
minimum of three (3) times. Carriage, lift chains and channel
assembly shall be in working condition, normal wear and tear
excepted.
(f) Electric trucks, if purchased with batteries, must be returned
with batteries that are capable of sustaining a charge that
will permit use of the equipment for an eight (8) hour shift.
(g) All motors shall operate without arcing and/or sparking.
2. Each Unit's attachment(s), if any, shall perform all of its required
functions, and each Unit's horn, parking brake, and lights shall be
operational.
3. The Units shall, on average, have tires with at least fifty percent
(50%) remaining tread.
4. Each Unit shall be complete with all originally-installed parts and
pieces.
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-6
PAGE THREE
5. TAX INDEMNITY
Lessee acknowledges that this Rental Schedule and the Master Lease
Agreement has been entered into on the basis that Lessor shall be entitled for
federal and state income tax purposes (i) to claim the deductions for
depreciation on the total original cost of the Equipment pursuant to the
Accelerated Cost Recovery System under Section 168 of the Internal Revenue Code
of 1986, as amended ("Code") or for state income tax purposes, any other
depreciation deduction method that is permitted by certain state law; and (ii)
to claim under Section 163 of the Code a tax deduction for the full amount of
any interest paid by Lessor or accrued under Lessor's method of tax accounting
on any indebtedness secured by the Equipment (hereinafter referred to
collectively as the "Tax Benefits"). Lessee agrees to fully indemnify Lessor for
any loss, disallowance, unavailability or recapture of the Tax Benefits as a
result of any act, omission, misrepresentation or failure to act by Lessee, any
sublessee, or any other person authorized by the Lessee to use or maintain the
Equipment. If Lessor shall lose, shall not have the right to claim, or if there
shall be disallowed or recaptured, all or any portion of such Tax Benefits,
Lessee shall pay to Lessor as additional rent (a) an amount equal to the value,
determined at the highest marginal tax rate on a present value basis discounted
at the Lessor's then current cost of funds, of the Tax Benefits so disallowed or
made unavailable plus (b) all interest, penalties, or additions to tax resulting
from such loss, disallowance, unavailability or recapture of any of the
foregoing, plus (c) all taxes required to by paid by the Lessor, its successors,
assigns, or affiliates under any federal, state and local law upon receipt of
any of the indemnifications set forth in this Section.
6. ACCEPTANCE CERTIFICATE
Lessee hereby represents, warrants and certifies (a) that the Equipment
described herein has been delivered to and inspected and found satisfactory by
Lessee and is accepted for Lease by Lessee under this Rental Schedule and the
Master Lease as incorporated herein by reference, as of the Acceptance Date set
forth above; (b) all items of Equipment are new and unused as of the Acceptance
Date, except as otherwise specified above, and (c) the representations and
warranties of Lessee set forth in the Master Lease are true and correct as of
the date hereof.
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-6
PAGE FOUR
7. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Rental Schedule and the Master Lease constitute the entire agreement
between Lessee and Lessor with respect to the leasing of the Equipment. To the
extent any of the terms and conditions set forth in this Rental Schedule
conflict with or are inconsistent with the Master Lease, this Rental Schedule
shall govern and control. No amendment, modification or waiver of this Rental
Schedule or the Master Lease will be effective unless evidenced by a writing
signed by the party to be charged. This Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF the parties hereto have caused this Rental Schedule and
Acceptance Certificate to be executed and delivered by their duly authorized
representatives as of the date first above written.
AMERICAN FINANCE GROUP PACKAGING CORPORATION OF AMERICA
successor in interest to Lessee
AMERICAN FINANCE GROUP, INC.
Lessor
By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
----------------------------- --------------------------------------
Title Vice President Title
--------------------------- -----------------------------------
9/11/99 PACKAGING CORPORATION SCHEDULE A Page 6
Acceptance
Date Vendor name Invoice number Unit cost Serial Number Zip Code State
- ---------- ----------- -------------- --------- ------------- -------- -----
7/15/89 Caterpillar Indust 58923 16,451.40 BE907966 76011 TX
==========
SCHEDULE A TOTAL $16,451.40
Acceptance
Date Vendor name City Street Address Eqpt. Manufacturer Eqpt. Model Eqpt. Type
- ---------- ----------- ---- -------------- ------------------ ----------- ----------
7/15/89 Caterpillar Indust Arlington 1001 113th St Caterpillar 150D FORKLIFT
PACKAGING CORP. OF AMERICA
EXHIBIT 1 TO RENTAL SCHEDULES
B-1, B-2, B-3, B-4, B-5, B-6, B-7, & B-8
CASUALTY VALUES
(Stated as Percentage of Equipment Cost)
AFTER AFTER
PRIMARY PRIMARY
TERM CASUALTY TERM CASUALTY
PAYMENT NO. VALUE PAYMENT NO. VALUE
- ----------- ----------- ----------- --------------
Prior to 1 112.00
1 111.32 31 86.13
2 110.64 32 85.10
3 109.94 33 84.06
4 109.24 34 83.00
5 108.53 35 81.93
6 107.80 36 80.84
7 107.07 37 79.74
8 106.33 38 78.63
9 105.57 39 77.50
10 104.81 40 76.35
11 104.03 41 75.19
12 103.25 42 74.02
13 102.45 43 72.82
14 101.65 44 71.62
15 100.83 45 70.39
16 100.00 46 69.15
17 99.16 47 67.89
18 98.31 48 66.62
19 97.45 49 65.32
20 96.57 50 64.02
21 95.68 51 62.69
22 94.79 52 61.34
23 93.88 53 59.98
24 92.95 54 58.60
25 92.02 55 57.20
26 91.07 56 55.78
27 90.11 57 54.34
28 89.13 58 52.88
29 88.14 59 51.41
30 87.14 60 50.00
RENEWAL RENTAL SCHEDULE NO. B-7RN2 (the "Renewal Rental Schedule")
DATED AS OF AUGUST 16, 1996
TO MASTER LEASE AGREEMENT NO. 8707ILG313 (the "Master Lease")
DATED AS OF JULY 1, 1987
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-A PACKAGING CORPORATION OF AMERICA
LIMITED PARTNERSHIP 1603 ORRINGTON AVENUE
c/o EQUIS FINANCAL GROUP EVANSTON, IL 60204
98 NORTH WASHINGTON STREET
BOSTON, MA 02114
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Income Partners V-A, as
Lessor, Lessor's interest therein having been previously sold and assigned by
American Finance Group and Lessee incorporates by reference the terms and
conditions of the Master Lease. Lessor hereby leases to Lessee and Lessee hereby
leases from Lessor those items of Equipment described on the attached Schedule
B, for the Renewal Lease Term and at the Renewal Term Basic Rent payable on the
Payment Dates hereinafter set forth on the attached Schedule A, on the terms and
conditions set forth in the Master Lease.
2. BASIC RENT.
Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.
3. STIPULATED LOSS VALUE.
Notwithstanding the provision of the Master Lease, the Stipulated Loss
Value for the Equipment during the Renewal Lease Term shall be equal to fifty
percent (50%) of the original equipment cost for each item of Equipment.
4. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Renewal Rental Schedule shall
govern and control. No amendment, modification or waiver of this Renewal Rental
Schedule or the Master Lease will be effective unless
RENEWAL RENTAL SCHEDULE NO. B-7RN2
PAGE TWO
evidenced by a writing signed by the party to be charged. This Renewal Rental
Schedule may be executed in counterparts, all of which together shall constitute
one and the same instrument.
The undersigned, being the duly authorized representative of the Lessee, hereby
certifies that the items of Equipment described on the attached Schedule B have
been duly delivered to the Lessee in good order and duly inspected and accepted
by the Lessee as conforming in all respects with the requirements and provisions
of the Master Lease, as of the Renewal Term Commencement Date stated on the
attached Schedule A.
Tenneco Packaging, formerly:
AMERICAN INCOME PARTNERS V-A PACKAGING CORPORATION OF AMERICA
LIMITED PARTNERSHIP Lessee
Lessor
By: AFG Leasing IV Incorporated
Title: General Partner
By: /s/ Gail Ofgant By: /s/ [ILLEGIBLE]
-------------------------------- --------------------------------
Title: Vice-President Title: Dir. of Purchasing
----------------------------- -----------------------------
COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
1
LLR40D-O1 EQUIS FINANCIAL GROUP 8/14/96 9:30:35 PAGE 1
Schedule A -- Rental Schedule Economics
LESSEE: PACKAGING CORPORATION OF AMERICA
LESSOR: AMERICAN FINANCE GROUP, INC.
RENTAL SCHEDULE: B-7RN2
LEASE TERM (months): 24
PRIMARY START DATE: 10/01/1996
LEASE EXPIRATION DATE: 10/31/1998
PAYMENT FREQUENCY: MONTHLY
ADVANCE/ARREARS: ADVANCE
LEASE RATE: .009014017
PER DIEM LEASE RATE: .000300467
PERIODIC RENT: $600.00
NUMBER OF PAYMENTS: 24
TOTAL INTERIM RENT: $.00
PAYMENT COMMENCEMENT DATE: 11/01/1996
TOTAL EQUIPMENT COST: $66,563.00
DOCUMENTATION FEE: _________________
/s/ [ILLEGIBLE] LESSEE INITIALS
- -----------------
/s/ GDO LESSOR INITIALS
- -----------------
LLR41D-O1 EQUIS FINANCIAL GROUP 8/14/96 9:30:37 PAGE 1
Schedule B Equipment Description
LESSEE: PACKAGING CORPORATION OF AMERICA
LESSOR: AMERICAN FINANCE GROUP, INC.
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date
- ---------------------------------------------------------------------------------------------
30,382.00 E357-0803-7255 CLARK ECS25 FORKLIFT 11/01/1996
1,683.00 89E-2731 GNB GTC18-965T1 CHARGER 11/01/1996
3,460.00 PEP-3708 GNB 18-85C-23 BATTERIES 11/01/1996
3,460.00 PEP-3709 GNB 18-85C-23 BATTERIES 11/01/1996
3,460.00 PEP-3710 GNB 18-85C-23 BATTERIES 11/01/1996
24,118.00 C108V09303K HYSTER E50XL FORKLIFT 11/01/1996
- --------------
66,563.00 Total for Location 525 MT TOM RD NORTHAMPTON NA 01060
==============
66,563.00 Total Equipment Cost
[LETTERHEAD TENNECO PACKAGING]
August 5, 1996
Attn: Sandra Mirra
Equis Financial Group
98 North Washington Street
Boston, MA 02114
RE: Two Year Renewal Rental Schedule B-7RN1
Dear Sandra:
Tenneco Packaging Northampton would like the two year renewal rate for Rental
Schedule B-7RN1 which is $600.00 to be payable monthly in advance. We understand
that the renewal rate will be effective 120 days upon receipt of this letter.
This is based on the letter and fax that we received from you dated July 12,
1996.
Thank you for your prompt attention to this matter.
Sincerely,
/s/ Tom Dougherty
Tom Dougherty
Production Manager
L2R13D EQUIS FINANCIAL GROUP 8/09/96 12:57:14 PAGE 1
ASSET ACTIVITY CHECKLIST REPORT
PREPARED BY SANDRA MIRRA
APPROVALS: /s/ [ILLEGIBLE]/
--------------- ----------------
TYPE OF TRANSACTION
|X| RENEWAL LEASE |_| CAUSALTY AT STIPULATED LOSS VALUE
|_| SALE TO ORIGINAL USER |_| EARLY TERMINATION
|_| SALE TO THIRD PARTY USER |_| WAREHOUSE OF ASSETS
|_| OTHER ____________________________
PRIMARY TERM DATE
ORIGINAL LEASEE PACKAGING CORPORATION OF AMERICA
STREET ADDRESS 1 1603 ORRINGTON AVE
STREET ADDRESS 2
CITY, STATE, ZIP EVANSTON IL 60204
CONTACT NAME GEORGE LUBNIEWSKI
PHONE NUMBER 847-492-6977 FAX NUMBER: 847-492-4452
MASTER LEASE NUMBER 8707ILG313
LEASE DATE 7/01/1987
RENTAL SCHEDULE B-7RN1
START DATE 11/01/1994
EXPIRATION DATE 10/31/1996
PAYMENT FREQUENCY M/ADV
LEASE RATE FACTOR .011748300
ASSUMED DEBT RATE 8.6500
TREASURY RATE 7.15
LENDER/LOAN NUMBER
EQUITY OWNER(S) 1051
100.000000000
1 |_| ORIGINAL TITLES 3 |_| STOP BILL FORM
2 |_| PRODUCE IRR REPORT 4 |_| COLLATERAL DOCS REQUESTED
I. WAREHOUSE DATE (SEE ATTACHED EQUIPMENT LIST)
WAREHOUSE COST $__________________
DATE WAREHOUSED ___________________ STOP BILL DATE __________________
L2R13D AMERICAN FINANCE GROUP 8/09/96 12:57:14 PAGE 2
ASSET ACTIVITY CHECKLIST REPORT
II. EQUIPMENT SALE DATE (SEE ATTACHED EQUIPMENT AND PRICE LIST)
NEW LESSEE OR BUYER
STREET ADDRESS 1
STREET ADDRESS 2
CITY, STATE, ZIP
CONTACT NAME
PHONE NUMBER FAX NUMBER:
SALE TYPE BS LS OS RS
TAX EXEMPTION STATUS YES NO EXEMPTION NUMBER
TOTAL SALE PRICE $_________ BROKERAGE FEE $________
SALE DATE/STOP BILL DATE __________
1 |_| CREATE MEMO CODE
2 |_| AS/400 INPUT
3 |_| MISCELLANEOUS INVOICE
4 |_| PRODUCE DOCUMENTS/SEND TO BUYER
5 |_| RECEIPT OF PAYMENT
6 |_| CHANGE MEMO CODE
7 |_| DELIVERY INSTRUCTIONS
8 |_| REMOVE RS COUNTERPART IF ALL ASSETS SOLD
9 |_| PREP FOR SCANNING
10 |_| FINAL DOCUMENTS TO BUYER
III. RENWAL DATA (ATF MAY NEED TO BE CREATED)
NEW RENTAL SCHEDULE B-7RN2 TERM TWO YEARS
----------------- ----------------------
START DATE 11/1/96 EXPIRATION DATE 10/31/98
----------------- ----------------------
PAYMENT FREQUENT [M/ADV] Q/ADV S/ADV A/ADV M/ARR Q/ARR S/ARR A/ARR
STIPULATED LOSS VALUE $ LFR/RENT $.009014017/$600.--
---------------- ----------------------
SEND DOCUMENTS TO LESSEE END OF LEASE OPTIONS
-------------- ----------------
1 |X| AS/400 INPUT
2 |X| UPDATE EQUITY OWNER
3 |_| PRODUCE DOCUMENTS/ SEND TO LESSEE
4 |X| REQUEST UPDATED INSURANCE
5 |X| ACTIVATION REPORT
6 |_| PREP FOR SCANNING
7 |_| FINAL DOCUMENTS TO LESSEE
IV. NOTES, COMMENTS AND OTHER INFORMATION
----------------------------------------------------------
----------------------------------------------------------
L2R41D EQUIS FINANCIAL GROUP 8/09/96 12:57:16 PAGE 1
ASSET ACTIVITY REPORT - EQUIPMENT DESCRIPTION
LESSEE: PACKAGING CORPORATION OF AMERICA
RENTAL SCHEDULE: B-7RN1
Acceptance
Asset Equipment Cost Serial Number Year Manufacturer Model Type Date
- -------------------------------------------------------------------------------------------------------
0019808 30,382.00 E357-0803-7255 CLARK BCS25 FORKLIFT 11/01/1996
0019809 1,683.00 89E-2731 GNB GTC18-965T1 CHARGER 11/01/1996
0019810 3,460.00 PEP-3108 GNB 18-85C-23 BATTERIES 11/01/1996
0019811 3,460.00 PEP-3709 GNB 18-85C-23 BATTERIES 11/01/1996
0019812 3,460.00 PEP-3710 GNB 18-85C-23 BATTERIES 11/01/1996
0019813 24,113.00 C108V09303K HYSTER E50XL FORKLIFT 11/01/1996
--------------
66,563.00 Total for Location 525 MT TOM RD NORTHAMPTON MA 01060
==============
66,563.00 Total Equipment Cost
** END OF REPORT **