Exhibit 99(e)
MASTER EQUIPMENT LEASE AGREEMENT NO. 8504NJG193, dated as of April 5,
1985, between AMERICAN FINANCE GROUP, INC. (hereinafter called "Lessor"), a
Massachusetts corporation having its principal place of business at Exchange
Place, Boston, Massachusetts 02109, and FEDERAL PAPER BOARD COMPANY, INC. &
Subsidiaries (hereinafter called "Lessee"), a New York corporation with its
principal place of business at 75 Chestnut Ridge Road, Montvale, NJ 07645.
In consideration of the mutual covenants hereafter contained, Lessor and
Lessee agree as follows:
1. AGREEMENT FOR LEASE OF EQUIPMENT -- Lessor shall lease to Lessee and
Lessee shall lease from Lessor such Equipment upon the terms and conditions
specified in this Master Equipment Lease Agreement (this "Master Lease") and the
applicable Rental Schedule. Each Rental Schedule shall incorporate the terms of
this Master Lease and shall constitute a separate lease (the term "this Lease"
shall refer collectively to the applicable Rental Schedule and this Master
Lease).
2. DELIVERY AND ACCEPTANCE OF EQUIPMENT -- (a) Lessor and Lessee
understand that the vendor of the Equipment will deliver the Equipment to the
location specified In the Rental Schedule. As between Lessor and Lessee,
Lessee's acceptance for lease hereunder of any Equipment (as evidenced by its
execution and delivery to Lessor of a Certificate of Inspection and Acceptance
with respect to such Equipment) constitutes Lessee's acknowledgement that such
Equipment in all respects conforms to the requirements of this Lease and is
subject to all of the terms and conditions of this Lease. Lessor hereby
authorizes Lessee as its agent to accept for Lessor, and in Lessor's name, the
Equipment from the Manufacturer or vendor thereof upon delivery; (b) with
respect to any items of Equipment that are titled vehicles, Lessee will, on
behalf of the Lessor and at the Lessee's expense, promptly obtain an application
for the Lessor's title for each Item of Equipment, reflecting the Lessor or its
assignee as owner and whomever the Lessor shall designate as first lienholder,
the Manufacturer's certificate of title and a certificate of registration issued
in the name of the Lessor or its assignee. Certificates of ownership shall be
delivered to the Lessor or to whomever the Lessor shall designate. The Lessee
shall, at Lessee's expense, take such action as shall be necessary from time to
time to avoid suspension or revocation of any certificates of ownership and to
renew and maintain all certificates of registration. If the Lessee is required
to obtain any new certificate of ownership or of registration, the Lessee shall,
at Lessee's sole expense and after prior written notice to the Lessor, obtain
such new certificate of ownership or of registration in the manner provided
herein. The Lessor appoints the Lessee its attorney-in-fact for the purpose of
carrying out the Lessee's obligations pursuant to this Section 2. The Lessee
shall notify the Lessor of the state in which each item of Equipment is titled
and registered, the license plate number of each item of Equipment, and any
changes of such state or license plate number.
3. NO WARRANTIES BY LESSOR -- LESSOR HEREBY MAKES NO EXPRESS OR IMPLIED
WARRANTIES OR REPRESENTATIONS, REGARDING THE CONDITION, SELECTION, QUALITY,
SUITABILITY OR OPERATION OF ANY EQUIPMENT, THE MERCHANTABILITY, OR FITNESS FOR
ANY PARTICULAR PURPOSE, AND THE LESSEE LEASES THE EQUIPMENT "AS IS" AND "WHERE
IS." Lessor shall not be liable to Lessee for any (a) defects in any of the
Equipment or for any direct or consequential damage therefrom; (b) loss of use
** CERTAIN RIGHTS OF AMERICAN FINANCE GROUP UNDER RENTAL SCHEDULE F-61-1 TO THIS
MASTER LEASE HAVE BEEN ASSIGNED TO JOHN HANCOCK LEASING CORPORATION.
of any of the Equipment or for any interruption in Lessee's business occasioned
by Lessee's inability to use any of the Equipment for any reason whatsoever; and
(c) damages in the event that the Manufacturer delays delivery of the Equipment.
Lessor hereby transfers and assigns to Lessee during the Lease Term all its
rights and interest in the Manufacturer's warranty with respect to any and all
of the Equipment, and agrees to execute all documents necessary to effect such
transfer and assignment.
4. LEASE TERM -- The Lease Term shall commence and expire on the dates set
forth in the Rental Schedule applicable to the item of Equipment in question.
5. RENT -- (a) This Lease is a net lease and Lessee shall pay to Lessor
when due as rent for the Equipment during the Lease Term, the amount set forth
in the Rental Schedule ("Basic Rent") on the dates set forth therein ("Payment
Dates"), at the location of Lessor set forth on the applicable Rental Schedule.
Lessor agrees to invoice Lessee at least ten days prior to the due date of each
payment; notwithstanding the foregoing, the failure by Lessor to submit an
invoice to Lessee shall not excuse Lessee's non-payment of Basic Rent.
(b) Lessee shall also pay to Lessor, all amounts which Lessee Is required
to pay Lessor pursuant to this Lease (other than Basic Rent) together with every
fine, interest and cost which may be added for non-payment or late payment
thereof. Such amounts shall constitute additional rent ("Additional Rent") and
shall be payable by Lessee within five days of Lessor's written notice to Lessee
that such Additional Rent is due and payable. If Lessee shall fail to pay any
Additional Rent, Lessor shall have all rights, powers and remedies with respect
thereto as are provided herein or by law in the case of nonpayment of Basic
Rent. With respect to any amount of Basic Rent or Additional Rent not paid when
due hereunder, Lessee shall pay to Lessor interest on such amount from the due
date thereof until payment is received by Lessor at the lower of: (i) two
percent (2%) above the Prime Rate but in no event less than two percent (2%) per
annum above the permanent debt rate of the Rental Schedule(s) applicable to such
overdue amount, or (ii) the highest rate of interest permitted by law ("Default
Interest Rate"). Lessee shall perform all its obligations under this Lease at
its sole cost and expense, and shall pay all Basic Rent and Additional Rent when
due.
6. LESSEE'S REPRESENTATIONS AND WARRANTIES -- Lessee represents and
warrants (and if requested by Lessor, will provide other supporting documents to
the effect) that as of the date any Equipment is accepted for lease hereunder:
(a) all items of Equipment are new and unused unless otherwise specified in the
applicable Rental Schedule; (b) Lessee is an entity validly existing, in good
standing under the laws of the jurisdiction of its organization, with full power
to enter into this Lease and to pay and perform its obligations under this
Lease, and is qualified to do business in the location(s) where the Equipment is
installed; (c) this Lease has been duly authorized, executed and delivered by
Lessee, is enforceable in accordance with its terms and Lessee's execution,
delivery and performance thereunder does not and will not contravene the
provisions of any contract or other instrument by which it is bound; (d) no
approval is required from any public regulatory body nor from any other person,
with respect to the entering into or performance of this Lease by Lessee; (e)
there are no suits or proceedings
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pending, or to the knowledge of Lessee threatened, in any court or any
governmental agency against or affecting Lessee, which, if decided against
Lessee, would impair Lessee's ability to perform any of its obligations under
this Lease; and (f) there has been no material adverse change to Lessee's
financial condition since the date of Lessee's most recent financial statement
furnished Lessor.
7. IDENTIFICATION MARKS -- If requested by Lessor or required by law,
Lessor shall furnish to Lessee and Lessee shall, affix to the Equipment a sign,
or reasonable form of notice to disclose Lessor's ownership of, or the interest
of any Assignee in, the Equipment and Lessee shall keep and maintain such sign
or other form of notice affixed to the Equipment throughout the Lease Term.
8. FEES AND TAXES -- Lessee agrees to pay promptly when due, and to
Indemnify and hold Lessor harmless from, all license, title and registration
fees whatsoever, all taxes (including without limitation all sales, use,
franchise, personal property and stamp taxes) and all other charges (together
with any penalties, fines or interest thereon), which are assessed, levied or
imposed by any governmental or taxing authority against Lessor, with respect to
any Equipment or the purchase, acquisition, ownership, delivery, leasing,
possession, use, operation, control or return thereof, or the rents, receipts or
earnings arising therefrom which accrue during the term of this Lease,
excluding, however, any taxes measured by Lessor's net income. Lessor shall pay
personal property taxes directly to a levying authority. Lessor shall submit to
Lessee a copy of its personal property tax return and its receipt evidencing
payment of the tax and Lessee will then promptly reimburse Lessor for the full
amount of such personal property taxes so paid by Lessor. All of the obligations
of Lessee under this Section 8 accrued during the term of this Lease and until
the Equipment shall be returned to Lessor at the expiration thereof shall
continue in full force and effect notwithstanding such termination of this
Lease.
Lessor shall obtain a sales tax exemption, where available, with respect
to its purchase of the Equipment.
9. INDEMNIFICATION BY LESSEE: SPECIAL TAX INDEMNITY -- (a) Lessee shall
indemnify Lessor and its Assignees against, and agrees to defend, protect, save
and keep them harmless from any and all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs, expenses and disbursements,
including attorneys' fees and expenses, of whatsoever kind and nature asserted
against Lessor (including, without limitation, by way of strict or absolute
liability), in any way relating to or arising out of the ordering, construction,
installation, possession, use, maintenance, operation, control, condition, or
other use of the Equipment during the Lease Term and until such time the
Equipment is returned to Lessor pursuant to the provisions hereof. In case any
action, suit or proceeding is brought against Lessor or any of its Assignees by
reason of any of the foregoing, Lessee, at Lessee's expense, shall cause the
claim upon which such action, suit or proceeding is based to be discharged, or
shall cause such action, suit or proceeding to be resisted or defended by
counsel designated by Lessee, such counsel to be recognized as skilled in
representing clients like Lessor in actions such as that brought
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against Lessor. The indemnification by Lessee under this Section 9(a) shall
survive the payment of all obligations under, and the termination of, this
Lease.
(b) If during the period between the commitment by Lessor to lease an item
of Equipment hereunder and the acceptance of such item of Equipment for lease,
there are changes in the federal income tax laws, the regulations issued
thereunder or the administrative or judicial interpretations thereof, so that
the net after-tax economic return of said item (i.e. the after-tax cash flow,
periodic return on investment and timing and recognition of income or
deductions) resulting from ownership and lease of the Equipment hereunder is
reduced, Lessee shall pay as additional Basic Rent, the amounts required to
provide Lessor the same net after-tax economic return that would have resulted
from the ownership and lease of the Equipment if such changes had not occurred.
10. USE OF EQUIPMENT; LIENS -- During the Lease Term, Lessee warrants and
agrees that the Equipment will be operated and otherwise be in compliance with
all statutes, regulations and orders of any governmental body having power to
regulate the Equipment. Lessee shall not permit the Equipment to be used for any
purpose for which, in the opinion of the Manufacturer, the Equipment is not
designed or suited.
During the Lease Term, Lessee will not directly or indirectly create,
incur, assume or suffer to exist any mortgage, security interest, lien, or
encumbrance on the Equipment, Lessor's or any Assignee's title thereto, or
interest therein, except:
(a) the respective rights of Lessor (and its Assignees, as hereinafter
defined, if any) and Lessee as herein provided;
(b) liens or encumbrances granted or placed thereon by Lessor (or its
assigns, if any);
(c) liens or encumbrances resulting from claims against Lessor but not
against Lessee and unrelated to this Lease, and not resulting from
any default, act or omission of Lessee;
(d) liens for taxes either not yet due or being contested in good faith
and by appropriate proceedings;
(e) inchoate materialmen's, mechanics', workmen's, repairmen's,
employees' or other like liens arising in the ordinary course of
business and not delinquent; and
(f) liens arising out of judgments against Lessee with respect to which
an appeal or proceeding for review is being prosecuted in good faith
and with respect to which there has been secured a stay of execution
pending such appeal or proceeding for review; provided, however,
that the liens referred to in clauses (d) and (f) of this Section 10
may remain only so long as the existence thereof does not subject
the Equipment in question to forfeiture, seizure or otherwise
adversely affect the rights of Lessor or any Assignee.
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Lessee, at its own expense, will promptly take such action as may be necessary
to keep the Equipment free and clear of, and to duly discharge, any such
mortgage, security interest, lien, or encumbrance not excepted above. Lessee
agrees to procure and maintain in effect all licenses, permits and other
approvals and consents required by laws in connection with Lessee's possession,
use, operation and maintenance of the Equipment. Lessee agrees to notify Lessor
of any change in the location of the principal place of garaging of Equipment
from the location specified in the Rental Schedule for any item of such
Equipment, or permit any Equipment to be used by anyone other than Lessee,
Lessee's employees, or an independent contractor engaged by Lessee. All
principal places of garaging shall be locations owned or leased by Lessee within
the 48 contiguous states of the United States of America.
11. EQUIPMENT MAINTENANCE, REPAIR, AND ADDITIONS (a) During the Lease Term
with respect thereto, Lessee, at Lessee s sole expense, will maintain the
Equipment in good and efficient operating repair, appearance and condition
except for ordinary wear and tear of the kind experienced by equipment utilized
in the forest products industry. All maintenance and repairs to the Equipment
shall be made by the Manufacturer thereof or those of substantially equal skill
or knowledge in maintaining and repairing the Equipment.
(b) Provided that the value of the Equipment or any item thereof shall not
be reduced thereby, Lessee shall have the right at any time to connect
additional compatible equipment to the Equipment whether such compatible
equipment is owned by Lessee or a third party. In each case, Lessee shall
disconnect or detach such equipment upon the termination of this Lease, or such
equipment shall become the property of the Lessor. Lessee agrees that during the
Lease Term, 100%. of the use of the Equipment shall be "qualified business use"
as that term is defined in Section 280F of the Code, which use shall be
calculated in accordance with Regulations promulgated thereunder and shall be
supported by records maintained in accordance with Section 280F and the
Regulations thereunder. Lessee agrees to indemnify and hold Lessor harmless from
any loss or damage caused to the Equipment by the connection to, or
disconnection from, any compatible equipment.
12. LOSS, DAMAGE OR DESTRUCTION OF EQUIPMENT -- Lessee shall bear all
risks of damage to, taking of, or loss or destruction of, any item of Equipment
during the Lease Term thereof and until such Equipment has been returned to
Lessor.
In the event that any item of Equipment shall become lost, stolen,
destroyed or irreparably damaged from any cause whatsoever, or if any item of
Equipment or Lessor's title thereto shall be requisitioned or seized by any
governmental authority (each such occurrence being hereafter called a "Casualty
Occurrence") during its Lease Term and until it has been returned to Lessor,
Lessee shall promptly notify Lessor in writing of such fact, fully informing
Lessor of all details of the Casualty Occurrence in question, and shall pay
Lessor in cash the "Stipulated Loss Value" as set forth in the Exhibit to the
Rental Schedule pursuant to which such item of Equipment is leased hereunder
calculated as of the Payment Date immediately preceding the date of the Casualty
Occurrence or, if the Casualty Occurrence occurs on a Payment Date, calculated
as of the date of the Casualty Occurrence. This payment shall be made on the
next succeeding Payment Date following the Casualty Occurrence.
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Upon the payment of the Stipulated Loss Value of the Equipment in question
in accordance with the terms of this Section 12, and the payment of all Basic
Rent and all other sums then due hereunder, this Lease shall terminate with
respect to the Equipment or part thereof suffering the Casualty Occurrence and
all Lessor's rights and title to the Equipment shall pass to Lessee, "as is" and
"where is" without warranty or recourse, as evidenced by a duly executed bill of
sale naming Lessor as the seller and Lessee as the buyer to be furnished by
Lessor within 30 days of Lessor being notified that the item of Equipment in
question has suffered a Casualty Occurrence.
13. REPORTS -- Once each calendar year Lessee will cause to be furnished
to Lessor, if requested, a statement showing the location, condition and such
other information regarding the Equipment as Lessor may reasonably request.
Lessor shall have the right, upon reasonable notice to Lessee, to inspect
the Equipment.
14. INSURANCE - Lessee will procure and maintain at its expense all risk
insurance on all Equipment for the related full Lease Term public liability
insurance in the amount of at least $1,000,000 insuring Lessor, the Secured
Party and any Assignee, as their interests may appear, against liability for
death, bodily injury and property damage resulting from ownership, maintenance,
use or operation of the Equipment. All such insurance shall name Lessor and any
Assignee as additional insureds, and shall provide that the same may not be
altered or cancelled except after thirty (30) days prior written notice to
Lessor. Lessee shall deliver to Lessor, prior to the beginning of the Lease Term
with respect to any Equipment, or prior to the effective date of any
cancellation or expiration of such insurance, as the case may be, a certificate
or other evidence satisfactory to Lessor of the maintenance of such insurance.
Lessor shall be under no duty to examine such policies, certificates or other
evidences of insurance, or to advise Lessee in the event that its insurance is
not in compliance with this Lease. In the event of failure on the part of the
Lessee to provide such insurance, Lessor may, at its option, provide such
insurance and add the amount of the premiums to the rents due hereunder, and
Lessee shall, upon Lessor's demand pay the same as Additional Rent;
notwithstanding the foregoing, Lessor may provide insurance as herein before
provided only if it has given Lessee at least 5 days prior notice of its intent
to provide such insurance and if the cost of any such insurance is commercially
reasonable. Lessee may self assume some or all of its obligations hereunder with
the prior written consent of Lessor, such consent not to be unreasonably
withheld.
15. RETURN OF EQUIPMENT - (a) Upon the Termination Date Lessee will
forthwith return possession of such Equipment to Lessor, in its original
condition and appearance, reasonable wear and tear being excepted, and otherwise
in the condition required by Section 11 hereof, at Lessee's loading dock or
other place where such Equipment could be conveniently picked up by a common
carrier designated by Lessor, with reasonable notice thereof being provided to
Lessee.
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(b) Lessee shall give Lessor at least 90 days prior written notice of its
intention to return the Equipment to Lessor on the Termination Date. In the
event Lessee shall fail to give Lessor 90 days' notice in writing, this Lease,
at the sole discretion of the Lessor, shall be extended and continue at the same
rental as the rental in effect on the Payment Date immediately preceding the
Termination Date until 90 days after Lessor receives such notice in writing from
Lessee.
(c) In the event that Lessee fails to return the Equipment at the end of
the Lease Term this Lease, at the sole discretion of the Lessor, shall be
extended and continue at the same Basic Rent in effect on applicable Lease Term
until the Equipment has been returned to Lessor.
16. LESSOR'S OWNERSHIP: EQUIPMENT TO BE AND REMAIN PERSONAL PROPERTY -
Lessee acknowledges and agrees it does not have or obtain any title to the
Equipment, nor any property right or interest therein, except its rights as
Lessee hereunder and subject to the terms hereof. All of the Equipment shall be
and remain personal property notwithstanding the manner in which the Equipment
may be attached or affixed to realty, and that upon the expiration or other
termination of the Lease Term of Equipment, Lessee shall have the obligation,
and Lessor shall have the right, to remove, or cause the removal of, such
Equipment, from the premises whereon the same is then located.
If Lessee is unable to return, or is prevented from returning, any
Equipment to Lessor upon the termination of the Lease Term, for any reason
whatsoever, including, but not limited to, the assertion by any third party of
any claim against such Equipment, or of any right with respect thereto, such
Equipment shall, for all purposes of this Lease, be deemed to have been the
subject of a Casualty Occurrence, and Lessee shall pay to Lessor the amounts
provided in Section 12 hereof, with respect to such Equipment, at the time, in
the manner, and with the consequences provided in such Section.
17. EVENTS OF DEFAULT -- (a) If, during the continuance of this Lease, one
or more of the following events (hereinafter called "Events of Default") shall
occur:
(1) default shall be made in the payment of any Basic or Additional Rent
due hereunder, and any such default shall continue for more than five (5) days
after written notice of the non-payment of such Basic or Additional Rent;
(2) Lessee shall default in the observance and/or performance of any other
covenant, condition and agreement on the part of Lessee to be observed and/or
performed under this Lease and such default shall continue for thirty (30) days
after written notice from Lessor to Lessee specifying the default and demanding
the same to be remedied.
(3) any representation or warranty made by Lessee herein or in any
document or certificate furnished to Lessor in connection herewith shall at any
time prove to be incorrect when made in any material respect;
(4) Lessee shall make or permit any unauthorized assignment or transfer of
this Lease or of Lessee's rights and obligations hereunder, or Lessee shall make
or permit any unauthorized sublease or transfer of any Equipment, or the
possession of same;
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(5) Lessee shall make an assignment for the benefit of creditors, or cease
doing business as a going concern, or generally fail to pay its debts as they
become due, or become insolvent or bankrupt or admit in writing its inability to
pay its debts as they mature, or consent to the appointment of a trustee or
receiver, or a trustee or a receiver shall be appointed on decree or order of a
court of competent jurisdiction, for Lessee or for a substantial part of
Lessee's property without Lessee's consent and such decree or order shall
continue undischarged and unstayed for a period of sixty (60) days;
(6) if pursuant to the merger of Lessee into another corporation where
Lessee is not the surviving corporation, or the consolidation of Lessee with one
or more other corporations and the sale or other disposition of all or
substantially all the assets of Lessee to one or more other entities, the
surviving entity or transferee of assets, as the case may be, shall not deliver
to Lessor and to any Assignee an acknowledged instrument in recordable form,
assuming all obligations, covenants and responsibilities of Lessee hereunder and
under any instrument executed by Lessee, and acknowledging the assignment of
Lessor's interest in this Lease as security for indebtedness; or
(7) Lessee shall be in default under any other Rental Schedule to this
Master Lease if the Equipment leased pursuant to such other Rental Schedule is
owned by the Transferee of this Lease;
(b) then, in any such case, Lessor, at its option, may do any one or more
of the following;
(1) declare this Lease, with respect to the Rental Schedule in question,
in default upon written notice to Lessee, and proceed by appropriate court
action to enforce performance by Lessee of the covenants and terms of this Lease
and/or to recover damages for the breach thereof;
(2) terminate this Lease upon written notice to Lessee; whereupon all
right of Lessee to use the Equipment shall immediately terminate;
(3) once this Lease is terminated, repossess the Equipment, wherever
found, with legal process, and for this purpose Lessor and/or its agents may
enter upon any premises of or under the control or jurisdiction of Lessee or any
agent of Lessee, and remove the Equipment therefrom;
(4) with respect to any Equipment returned to or repossessed by Lessor,
hold or use such Equipment for any purpose whatsoever, including selling the
same at a private or public, cash or credit sale, or Lessor may re-lease such
Equipment in all the foregoing events free and clear of any rights of the Lessee
and without any duty to account to the Lessee with respect to such action or
inaction;
(5) whether or not Lessor shall have exercised, or shall thereafter at any
time exercise, any of its rights set forth above in this Section 17(b) with
respect to any item of Equipment, and upon written notice to the Lessee
specifying a payment date demand that the Lessee pay to the Lessor, and the
Lessee shall pay to the Lessor on the payment date specified in such notice, as
liquidated damages for loss of a bargain and not as a penalty (in lieu of the
Basic Rent for such Equipment due after the payment date specified in such
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notice), an amount equal to the excess of 115%. of the Stipulated Loss Value for
such item of Equipment computed as of the Payment Date next preceding the
payment date specified in such notice or if such payment date occurs on a
Payment Date, then computed as of such Payment Date over whichever of the
following three amounts the Lessor, in its sole discretion, shall specify in
such notice:
(i) the present value of the fair market rental value (determined as
hereafter provided in this Section 17(b)) of such item of Equipment
for the remainder of the Lease Term as of the date of such notice,
such present value to be computed on the basis of a 7% per annum
rate of discount from the respective dates upon which such rent
would be paid;
(ii) the fair market sales value (determined as hereafter provided
in this Section l7(b)) of such item of Equipment as of the date of
such notice; or
(iii) if the Lessor shall have sold any item of Equipment pursuant
to paragraph (4) above, the net proceeds of such sale; and
(6) whether or not any Equipment is returned to, or repossessed by Lessor,
as aforesaid, Lessee shall also be liable for, and Lessor may forthwith recover
from Lessee, all Basic Rent and Additional Rent that accrued prior to the date
of Lessee's default.
In addition to the foregoing, Lessor may also recover from Lessee all
costs and expenses arising out of Lessee's default, including without limitation
expenses of repossession of the Equipment and the storage, repairs,
reconditioning, sale and releasing thereof, and reasonable attorneys' fees
incurred by Lessor in exercising any of its rights or remedies hereunder. For
the purposes of this Section 17, "fair market rental value" and "fair market
sales value" shall be determined by an appraisal of an independent appraiser
chosen by the Lessor, and the cost of any such appraisal shall be borne by
Lessee.
18. ASSIGNMENT AND TRANSFER BY LESSOR. - (a) Lessor may assign this Lease,
any item of Equipment, and all sums at any time due and to become due, by the
Lessee to Lessor under this Lease without notice to or consent of Lessee to a
security assignee (the "Secured Party") for the purpose of securing a loan to
the Lessor. The Secured Party shall not be obligated to perform any duty,
covenant or condition required to be performed by Lessor under this Lease.
Lessor, at its sole discretion, may also sell or transfer the Equipment and/or
this Lease to a partnership, trust or other person or entity (the "Transferee"
and collectively with the Secured Party an "Assignee"), subject to the rights of
the Lessee under this Lease. During the term of this Lease neither Lessor nor
any Assignee may cumulatively assign this Lease more than two (2) times without
the prior written consent of Lessee, which consent shall not be unreasonably
withheld.
(b) Lessee agrees that notwithstanding any assignment to a Secured Party,
each and every covenant, agreement, representation and warranty of Lessor under
this Lease shall be and remain the sole liability of the Lessor and of every
successor in interest of Lessor or, in the case of assignment to a
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Transferee, shall become and remain the sole liability of the Transferee. Lessee
further acknowledges and agrees that from and after the receipt by Lessee of
written notice of such an assignment from Lessor, Lessee shall comply with the
directions or demands given in writing by the Secured Party and the Secured
Party shall have the right to exercise (either in its own name or in the name of
the Lessor) such rights, privileges and remedies of Lessor provided for herein.
Lessee shall not assert against the Secured Party any defense, counterclaim,
set-off, abatement, reduction or recoupment that Lessee may have against Lessor
or any Transferee. After any assignment to the Secured Party, this Lease may not
be amended or modified without the prior written consent of any such Secured
Party. Lessee agrees to execute and Lessor or its Assignee may record any
instruments relating to such assignment, mortgage or security interest desired
by the Lessor or any Assignee and the Lessee shall promptly provide such
documents as may be requested by the Lessor or any Assignee.
19. OPTION TO RENEW - (a) Upon the expiration of the Primary Term of this
Lease with respect to each Rental Schedule, and provided that no Event of
Default, and no event which with the giving of notice or lapse of time, or both,
would constitute an Event of Default, has occurred and then remains unremedied
to Lessor's satisfaction, Lessee shall have the option, exercisable on at least
90 days prior written notice to Lessor to renew the Lease Term with respect to
any item of Equipment then subject to said Rental Schedule, either:
(1) on a month-to-month renewal basis, terminable by either Lessor or
Lessee upon thirty days written notice, at the same rate, terms and
conditions as described herein; or
(2) up to three (3) successive additional terms (each of which being
herein called a "Renewal Term") for one year each at a rental for
each such Renewal Term at a rate that would be obtained in an
arms-length transaction between an informed and willing prospective
lessee and an informed and willing lessor under no compulsion to
lease (said rate being herein called the "Fair Rental Rate").
(b) If, on or before a date 60 days prior to the expiration of the Lease
Term with respect to each Rental Schedule for which notice of Renewal has been
given, Lessor and Lessee are unable to agree upon a determination of the Fair
Rental Rate for the Equipment, Lessee shall have no obligation to renew this
Lease. However, if Lessee wishes to proceed with its option, Lessee shall give
written notice to Lessor to that effect and the Equipment shall be leased during
the Renewal Term at the Fair Rental Rate determined in accordance with the
procedure for Appraisal below.
(c) "Appraisal" shall mean a procedure whereby two recognized Independent
equipment appraisers, one chosen by Lessee and one by Lessor shall mutually
agree upon the amount in question. Lessor or Lessee, as the case may be, shall
deliver a written notice to the other party appointing its appraiser within 15
days after receipt from the other party of a notice appointing that party's
appraiser. If within 15 days after appointment of the two appraisers as
described above, the two appraisers are unable to agree upon the amount in
-10-
question, a third recognized independent appraiser shall be chosen within five
days thereafter by the mutual agreement of such first two appraisers, or if such
first two appraisers fail to agree upon the appointment of a third appraiser,
such appointment shall be made by an authorized representative of the American
Arbitration Association, and the appraisal of the third appraiser so appointed
and chosen shall be given within a period of ten (10) days after the selection
of such third appraiser. The average of the three appraisals arrived at by said
three appraisers shall be binding and conclusive on Lessor and Lessee. Lessor
and Lessee shall pay the fees of the respective appraisers appointed by them and
shall share equally the fees and expenses of the third appraiser, if any, and
those of the American Arbitration Association, if applicable.
(d) After a determination of the Fair Rental Rate of the Equipment has
been made in accordance with the procedure described above, Lessee's exercise of
its option shall be effective upon the expiration of the Primary Term or Rental
Term as the case may be.
20. OPTION TO PURCHASE - (a) Upon the expiration of the Primary Term or
any Renewal Term with respect to each Rental Schedule, provided that Lessee has
paid all rentals and all other sums then due by Lessee to Lessor, or which would
become due upon request of Lessor, as required under the provisions of this
Lease, and provided that no Event of Default, and no event which with the giving
of notice or lapse of time, or both, would constitute an Event of Default, has
occurred and then remains unremedied to Lessor's satisfaction, Lessee shall have
the option, exercisable on at least 90 days prior written notice to Lessor to
purchase any item of Equipment at such item's then Fair Market Value, unless
otherwise specified on the applicable Rental Schedule.
(b) If, on or before a date 60 days prior to the expiration of the Primary
Term or any Renewal Term with respect to each Rental Schedule, Lessor and Lessee
are unable to agree upon a determination of the Fair Market Value for the
Equipment, Lessee shall have no obligation to purchase the Equipment. However,
if Lessee wishes to exercise its option at Fair Market Value it shall so notify
Lessor in writing, and such value shall be determined in accordance with the
procedure for Appraisal as set forth in Section 19 hereto.
(c) After a determination of the Fair Market Value of the Equipment has
been made in accordance with the procedure described above, Lessee may purchase
the Equipment by payment to Lessor of the Fair Market Value upon the expiration
of the term of the applicable Rental Schedule. Upon payment by Lessee to Lessor
of the Fair Market Value, Lessor shall deliver to Lessee title to the Equipment
evidenced by a valid bill of sale conveying title from Lessor to Lessee
delivered within thirty (30) days of the purchase of the Items of Equipment in
question.
21. ADDITIONAL RIGHTS OF LESSOR. - Receipt by Lessor of any Basic Rent or
Additional Rent with knowledge of the breach of any provision hereof shall not
constitute a waiver of such breach and no waiver by Lessor of any provision
hereof shall be deemed to have been made unless made in writing. Lessor shall be
entitled to injunctive relief in case of the violation, or attempted or
threatened violation, of any of the provisions hereof, or to a decree compelling
performance of any of the provisions hereof or to any other remedy allowed to
Lessor by law.
-11-
22. NET LEASE; NON-TERMINABILITY. - This Lease is an absolutely net lease
and, except as otherwise expressly provided herein, shall not terminate, nor
shall Lessee be entitled to any abatement, reduction, set-off, counterclaim,
defense or deduction with respect to any Basic Rent or Additional Rent nor shall
the obligations of Lessee hereunder be affected, other than as expressly set
forth in this Lease, by reason of any damage to or destruction of any item of
the Equipment or any taking of any item of the Equipment by condemnation or
otherwise.
23. LESSEE'S RIGHT TO SUBLEASE - Provided that no Event of Default has
occurred and is continuing, Lessee shall have the right to sublease the
Equipment for a term or terms expiring no later than the Termination Date of
this Lease subject to the prior written approval of the Lessor, which approval
shall not be unreasonably withheld. No sublease of the Equipment by Lessee shall
relieve Lessee of any of its obligations hereunder.
24. INVESTMENT TAX CREDIT - Lessor agrees to pass to Lessee any Investment
Tax Credit otherwise available to Lessor and agrees that it will exercise the
available election therefor.
25. QUIET ENJOYMENT - So long as no Event of Default has occurred and is
continuing hereunder, Lessee shall have peaceful and quiet use and enjoyment of
the Equipment against acts of Lessor or anyone claiming solely by, through, or
under Lessor.
26. NOTICES - Any notice required or permitted to be given under this
Lease shall be deemed to have been given upon its receipt, in writing, by the
receiving party at its address set forth below, or to such other address as
either party shall hereafter furnish to the other in writing.
1. If to Lessee: Federal Paper Board Company, Inc.
75 Chestnut Ridge Road
Montvale, NJ 07645
Attn: Manager - Corporate Purchasing
2. If to Lessor: American Finance Group, Inc.
Exchange Place, 14th Floor
Boston, MA 02109
Attn: Treasurer
27. ENTIRE AGREEMENT, SEVERABILITY, EFFECT AND MODIFICATION OF LEASE -
This Lease constitutes the entire agreement between the parties with respect to
the leasing of the Equipment. Any provision of this Lease which is unenforceable
in any jurisdiction, shall be, as to such jurisdiction, ineffective to the
extent of such unenforceability without invalidating the remaining provisions
hereof. No variation or modification of this Lease and no waiver of any of its
provisions or conditions shall be valid unless in writing and signed by a duly
authorized representative of the party against whom enforcement is sought.
28. GOVERNING LAW - Lessor and Lessee agree that this Lease shall be
governed by and construed in accordance with the laws of the State of New York.
-12-
29. AGREEMENT FOR LEASE ONLY - Lessor and Lessee agree that this Lease is
and is intended to be a true lease (and not a lease in the nature of a security
interest) and further agree to treat this Lease as a true lease for all
purposes, including without limitation, tax purposes.
30. FINANCIAL STATEMENTS - Lessee agrees to furnish, upon Lessor's
request such financial information concerning Lessee as Lessor or any Assignee
may reasonably require during the term of this Lease.
31. MISCELLANEOUS. The captions in this Master Lease and this Lease are
for convenience of reference only. This Lease may be executed in separate
counterparts, all of which together shall constitute one instrument. Lessor and
Lessee agree that to the extent that this Lease constitutes chattel paper under
the Uniform Commercial Code, no security interest on this Lease may be created
through the transfer or possession of any counterpart of this Lease but only
through transfer and possession of that counterpart of the Rental Schedule to
this Lease marked "Lender's Original".
32. DEFINITIONS - The following terms shall have the following meanings
for all purposes of this Lease:
"ACQUISITION COST" of any item of Equipment means an amount equal to
the sum of (i) the purchase price of such item of Equipment paid by Lessor,
plus, (ii) any excise, sales or use tax paid by Lessor on or with respect to
such item of Equipment, plus (iii) any reasonable costs, expenses and fees paid
or incurred by Lessor in obtaining, delivering and installing such Item of
Equipment.
"ADDITIONAL RENT" shall have the meaning specified in Section 5(b)
hereof.
"APPRAISAL" shall have the meaning specified in Section 19(c)
hereof.
"ASSIGNEE" shall have the meaning specified in Section 18(a) hereof.
"BASIC RENT" shall have the meaning specified in Section 5(a)
hereof.
"CASUALTY OCCURRENCE" shall have the meaning specified in Section 12
hereof.
"CERTIFICATE OF INSPECTION AND ACCEPTANCE" means the certification
contained in or which is an Exhibit to each Rental Schedule to be executed by
Lessee, substantially in the form of "Exhibit 1" attached hereto whereby Lessee
evidences its acceptance of an item of Equipment for lease hereunder.
"DEFAULT INTEREST RATE" shall mean the rate of interest set forth in
Section 5(b) hereof.
"EQUIPMENT" means the equipment described on each Rental Schedule
executed pursuant to this Master Lease, and owned by Lessor and leased by Lessor
to Lessee or ordered by Lessor for lease to Lessee as provided herein and any
attachments, accessories, or additions thereto or substitutions therefor.
-13-
"EVENTS OF DEFAULT" shall have the meaning specified in Section
17(a) hereof.
"FAIR MARKET VALUE" means the appraised value of the Equipment in
question determined by the procedure for Appraisal.
"FAIR RENTAL RATE" shall have the meaning specified in Section
19(a)(2) hereof.
"INTERIM TERM" for this Lease shall commence upon the commencement
date set forth in the applicable Rental Schedule and shall end on the
commencement date of the Primary Term.
"INVESTMENT TAX CREDIT" shall mean any investment tax credit
provided for in Section 38 et seq. of the Internal Revenue Code of 1954, as
amended.
"LEASE" shall have the meaning specified in Section 1 hereof.
"LEASE COMMENCEMENT DATE" with respect to an item of Equipment means
the date of the commencement of the Lease Term of such item and shall be the
date such item is accepted by Lessee for lease hereunder.
"LEASE TERM" with respect to an item of Equipment shall mean the
"Interim Term" plus the "Primary Term", including any period of renewal provided
for herein.
"MANUFACTURER(S)" shall mean the manufacturer(s) of each item of
Equipment.
"MASTER LEASE" shall have the meaning specified in Section 1 hereof.
"PAYMENT DATES" shall have the meaning specified in Section 5(a)
hereof.
"PRIMARY TERM" for this Lease shall commence and shall end on the
respective dates set forth in the Rental Schedule.
"PRIME RATE" shall mean the rate of interest per annum announced
from time to time as its "Prime Rate" by the lending institution providing the
permanent debt financing with respect to the Rental Schedule in question; if
there is no permanent debt financing or if the lending institution in question
has no PRIME RATE, then Lessor and Lessee agree that the Prime Rate announced
from time to time by Morgan Guaranty Trust Company of New York, in New York City
shall apply hereunder.
"RENEWAL TERM" shall have the meaning specified in Section 19(a)(2)
hereof.
"RENTAL SCHEDULE" means each schedule, substantially in the form of
"Exhibit 1" attached hereto, executed by Lessor and Lessee pursuant to this
Master Lease, setting forth a description of Equipment to be leased hereunder,
its location, its Acquisition Cost, the amount of Basic Rent payable by Lessee
with respect thereto, the lease term thereof, the Lease Commencement Date with
respect thereto, and such other matters as Lessor and Lessee may agree upon.
-14-
"SECURED PARTY" shall have the meaning specified in Section 18(a)
hereof.
"STIPULATED LOSS VALUE" shall have the meaning specified in Section
12(ii) hereof.
"TERMINATION DATE" means the expiration or termination of the
Primary Term or Renewal Term of any item of Equipment, whether by the passage of
time or otherwise.
"TRANSFEREE" shall have the meaning specified in Section 18(a)
hereof.
IN WITNESS WHEREOF, the duly authorized representatives of Lessor and
Lessee have executed this Master Lease as of the date first above written.
LESSOR: AMERICAN FINANCE GROUP, INC. LESSEE: FEDERAL PAPER BOARD COMPANY, INC.
By: /s/ [ILLEGIBLE] By:/s/ Jack E. Spengler
---------------------------- -----------------------------------
Jack E. Spengler
Title: Vice President Title: Vice President
------------------------ -------------------------------
Dated: June 14, 1985
-------------------------------
-15-
RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. NO. B-24-33RN1
(the "Renewal Rental Schedule")
DATED AS OF NOVEMBER 7, 1995
TO MASTER LEASE AGREEMENT NO. 8504NJG193 (the "Master Lease")
DATED AS OF APRIL 5, 1985
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-A FEDERAL PAPER BOARD COMPANY, INC
LIMITED PARTNERSHIP 75 CHESTNUT RIDGE ROAD
c/o AMERICAN FINANCE GROUP MONTVALE, NJ 07645
98 NORTH WASHINGTON STREET
BOSTON, MA 02114
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Finance Group,
successor-in-interest to American Finance Group, Inc., as lessor, lessor's
interest therein having been previously sold and assigned to the
above-referenced Lessor 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 Renew 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. SPECIAL RETURN CONDITIONS. STIPULATED LOSS VALUE.
Notwithstanding the provision of Section 12 of the Master Lease, the
Stipulated Loss Value for the Equipment during the Renewal Lease Term shall be
equal to $28,000.00.
4. LESSEE' S OPTION AT RENTAL SCHEDULE EXPIRATION.
Lessee may, at its option, at the expiration of this agreement, purchase
all, but not less than all, items of Equipment leased pursuant to this Renewal
Rental Schedule on October 1, 1996 (or the next succeeding business day), for
$10,500.00, plus any and all applicable sales tax due and owning thereunder. To
exercise its option, Lessee shall give Lessor at least 90 days prior written
notice of its intention to purchase the Equipment.
-16-
RENEWAL RENTAL SCHEDULE NO. B-24-33RN1
PAGE TWO
5. 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 meaning assigned to them in the Master Lease. To the extent any of the
items 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 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 then 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 confirming 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.
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-A FEDERAL PAPER BOARD COMPANY, INC.
LIMITED PARTNERSHIP
BY: AFG Leasing IV Incorporated
TITLE: Managing General Partner
By: /s/ EW Baker By: /s/ [ILLEGIBLE]
---------------------- ----------------------------
Title: Manager Title: MGR. CORPORATE LEASING
------------------- -------------------------
Date: 11-20-95 Date: 11-9-95
-------------------- --------------------------
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.
LLR4OD-01 AMERICAN FINANCE GROUP 11/03/95 13255:33 PAGE 1
Schedule A -- Rental Schedule Economics
LESSEE: FEDERAL PAPER BOARD COMPANY, INC.
LESSOR: AMERICAN FINANCE GROUP
RENTAL SCHEDULE: B-24-33RN1
LEASE TERM (months): 12
PRIMARY START DATE: 10/01/1995
LEASE EXPIRATION DATE: 9/30/1996
PAYMENT FREQUENCY: QUARTERLY
ADVANCE /ARREARS: ARREARS
LEASE RATE: .044532510
PER DIEM LEASE RATE: .000494806
PERIODIC RENT: $2,500.00
NUMBER OF PAYMENTS: 4
TOTAL INTERIM RENT: $ .00
PAYMENT COMMENCEMENT DATE: 1/01/1996
TOTAL EQUIPMENT COST: $56,138.76
DOCUMENTATION FEE: 0
----------
/s/ [ILLEGIBLE] LESSEE INITIALS
- ---------------
/s/ EWB LESSOR INITIALS
- ---------------
LLR41D-Ol AMERICAN FINANCE GROUP 11/03/95 13:55:40 PAGE 1
Schedule B Equipment Description
LESSEE: FEDERAL PAPER BOARD COMPANY, INC.
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: B-24-33RN1
LESSOR: AMERICAN FINANCE GROUP
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date
- --------------------------------------------------------------------------------
13,229.12 175723A KOMATSU 4000 FORKLIFT 10/01/1995
10,360.40 182447-A KOMATSU 3000 LIFT TRUCK 10/01/1995
17,295.94 177356A KOMATSU 6000 LIFT TRUCK 10/01/1995
15,253.30 177543A KOMATSU 6000 LIFT TRUCK 10/01/1995
- ---------
56,138.76 Total for Location 2221 JR KENNEDY DR WILMINGTON NC 28405
=========
56,138.76 Total Equipment Cost
L2Rl3D
AMERICAN FINANCE GROUP 11/03/95 13:55:30 PAGE 1
ASSET ACTIVITY CHECKLIST REPORT
PREPARED BY: SAUNDRA GUADAGNO
APPROVALS: /s/ EWB
TYPE OF TRANSACTION
|X| RENEWAL LEASE |_| CASUALTY AT STIPULATED LOSS VALUE
|_| SALE TO ORIGINAL USER |_| EARLY TERMINATION
|_| SALE TO THIRD PARTY USER |_| WAREHOUSE OF ASSETS
|_| OTHER ___________________________
PRIMARY TERM DATA
ORIGINAL LESSEE FEDERAL PAPER BOARD COMPANY, INC.
STREET ADDRESS 1 75 CHESTNUT RIDGE RD
STREET ADDRESS 2
CITY, STATE, ZIP MONTVALE NJ 07645
CONTACT NAME REBECCA TERRIAN
PHONE NUMBER 201-307-4569 FAX NUMBER 207-307-4652
MASTER LEASE NUMBER 8504NJG193
LEASE DATE 4/05/1985
RENTAL SCHEDULE B-24-33
START DATE 10/01/1989
EXPIRATION DATE 9/30/1994
PAYMENT FREQUENCY Q/ARR
LEASE RATE FACTOR .056376000
ASSUMED DEBT RATE 9.4700
TREASURY RATE 7.97
LENDER/LOAN NUMBER
EQUITY OWNER(S) 1051
100.000000000
1 |_| ORIGINAL TITLES N/A 3 |X| TOP BILL FORM 10/25/95
2 |X| PRODUCE IRR REPORT 4 |_| COLLATERAL DOCS REQUESTED N/A
I. WAREHOUSE DATA (SEE ATTACHED EQUIPMENT LIST)
WAREHOUSE COST $_____________________
DATE WAREHOUSED ______________________ STOP BILL DATE __________________
L2R13D
AMERICAN FINANCE GROUP 11/03/95 13:55:30 PAGE 2
ASSET ACTIVITY CHECKLIST REPORT
II. EQUIPMENT SALE DATA (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 6 |_| CHANGE MEMO CODE
2 |_| AS/400 INPUT 7 |_| REMOVE RS COUNTERPART
3 |_| MISCELLANEOUS INVOICE IF ALL ASSETS ARE SOLD
4 |_| PRODUCE DOCUMENTS/SEND TO BUYER 8 |_| PREP FOR SCANNING
S |_| RECEIPT OF PAYMENT 9 |_| FINAL DOCUMENTS TO BUYER
III. RENEWAL DATA (ATF MAY NEED TO BE CREATED)
NEW RENTAL SCHEDULE B-24-35RN1 TERM 12 mos
START DATE 10/1/95 EXPIRATION DATE 9/30/96
PAYMENT FREQUENCY M/ADV Q/ADV S/ADV A/ADV M/ARR (Q/ARP) S/ARR A/RR
STIPULATED LOSS VALUE $28,000.00 (50%) LRF/RENT $2500
SEND DOCUMENTS TO LESSEE |X| END OF LEASE OPTIONS RT/RV/P
1 |X| AS/400 INPUT 5 |X| ACTIVATION REPORT
2 |X| UPDATE EQUITY OWNER 6 |_| PREP FOR SCANNING
3 |X| PRODUCE DOCUMENTS/SEND TO 7 |_| FINAL DOCUMENTS TO LESSEE
4 |X| REQUEST UPDATED INSURANCE LETTER TO LESSEE
IV. NOTES, COMMENTS AND OTHER INFORMATION
Purchase options for $10,500 at end of renewal
L2R14D AMERICAN FINANCE GROUP 11/03/95 13:55:37 PAGE 1
ASSET ACTIVITY REPORT - EQUIPTMENT DESCRIPTION
LESSEE: FEDERAL PAPER BOARD COMPANY, INC.
RENTAL SCHEDULE: B-24-33
Asset Equipment Cost Serial Number Manufacturer Model Type Status Bill Code
- ------------------------------------------------------------------------------------------------
0038017 13,229.12 175723A KOMATSU 4000 FORKLIFT RENEWAL NC007
0038018 10,360.40 182447-A KOMATSU 3000 LIFT TRUCK RENEWAL NC007
0038019 17,295.94 177356A KOMATSU 6000 LIFT TRUCK RENEWAL NC007
0038020 15,253.30 177543A KOMATSU 6000 LIFT TRUCK RENEWAL NC007
---------
56,138.76 Total for Location 2221 JR KENNEDY DR WILMINGTON NC 28405 CODE NC009
---------
---------
56,138.76 Total Equipment Cost
** END OF REPORT **
RENEWAL RENTAL SCHEDULE NO. A-61--7ORN1A (the "Renewal Rental Schedule")
DATED AS OF OCTOBER 1, 1992
TO MASTER LEASE AGREEMENT NO. 8504NJG193 (the "Master Lease")
DATED AS OF APRIL 5, 1985
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-A LIMITED FEDERAL PAPER BOARD COMPANY, INC.
PARTNERSHIP 75 CHESTNUT RIDGE ROAD
c/o AMERICAN FINANCE GROUP MONTVALE, NJ 07645
EXCHANGE PLACE
BOSTON, MA 02109
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Finance Group, as lessor,
lessor's interest therein having been previously sold and assigned to the
above-referenced Lessor 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. SPECIAL RETURN CONDITIONS. STIPULATED LOSS VALUE.
Notwithstanding the provision of Section 12 of the Master Lease, the
Stipulated Loss Value for the Equipment during the Renewal Lease Term shall be
equal to $10,000.00.
5. 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. A-61-7ORN1
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.
AMERICAN INCOME PARTNERS V-A LIMITED FEDERAL PAPER BOARD COMPANY, INC.
PARTNERSHIP
Lessor Lessee
By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
--------------------------- --------------------------------
Title Manager Title MGR, CORPORATE LEASING
----------------------- AND TELECOMMUNICATIONS
----------------------
COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
T0 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
3764i/7
AMERICAN FINANCE GROUP
Schedule A
LESSEE: FEDERAL PAPER BOARD COMPANY, INC.
LESSOR: AMERICAN FINANCE GROUP
RENTAL SCHEDULE A-61-7ORN1A
LEASE TERM (months): 24
PRIMARY START DATE: 10/01/1992
LEASE EXPIRATION DATE: 9/30/1994
PAYMENT FREQUENCY: QUARTERLY
ADVANCE/ARREARS: ARREARS
LEASE RATE: .037687600
PER DIEM LEASE RATE: .000418751
PERIODIC RENT: $1,150.00
NUMBER OF PAYMENTS: 8
TOTAL INTERIM RENT: $.00
PAYMENT COMMENCEMENT DATE: 10/01/1992
TOTAL EQUIPMENT COST: $30,514.00
DOCUMENTATION FEE: 0 FPB Unit# 226
-------------
/s/ [ILLEGIBLE] LESSEE INITIALS
- ---------------
/s/ [ILLEGIBLE] LESSOR INITIALS
- ---------------
[ILLEGIBLE] AMERICAN FINANCE GROUP 7/07/92 16:05:25 PAGE 1
Schedule B Equipment Description
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: A-61-70RN1
LESSEE: FEDERAL PAPER BOARD COMPANY, INC.
LESSOR: AMERICAN FINANCE GROUP
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date Street City St Zip
- -----------------------------------------------------------------------------------------------------------------------
30,514.00 2064 Waldon 5100 Traction 10/01/92 RIEGELWOOD OPERATIONS RIEGELWOOD NC 28456
=========
30,514.00 TOTAL EQUIPMENT COST
RENEWAL RENTAL SCHEDULE CHECKLIST
DATE: 7/7/92
LESSEE: Federal P LF&A APPROVAL [ILLEGIBLE]
RENEWAL RENTAL SCHEDULE(S) A-61-70RN1A COMMENTS: (BINDER #24)____________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
STATUS DATE TASK
|X|4 / 7/7 1. DETERMINE STATUS OF LEASE RECEIVABLES FOR PRIMARY LEASE.
|X| / 2. DETERMINE STATUS OF UCC STATEMENTS FOR PRIMARY LEASE.
--- / 3. DETERMINE STATUS OF ORIGINAL CERTIFICATES OF TITLE.
|X| / 4. DETERMINE THE CURRENT EQUITY OWNER STATUS FOR THE ORIGINAL
RENTAL SCHEDULE.
|X| / 5. ESTABLISH THE REMARKETING AWARD NUMBER ON THE AS400 FOR USE ON
THE RENEWAL LEASE.
|X| / 6. SUSPEND BILLING ON THE ASSET/RENTAL SCHEDULE LEVEL.
|X| / 7. SELECT RENEW OPTION IN RENTAL SCHEDULE MODE AND COMPLETE
SCREENS TO ESTABLISH RENEWAL RENTAL SCHEDULE INCLUDING THE
SELECTION OF RENEWED ASSETS.
|X| / 8. ENTER RENEWAL TERM START DATE AS THE ACCEPTANCE DATE FOR EACH
SELECTED ASSET.
|X| / 9. ENTER THE EQUITY OWNER DETERMINED ABOVE AS THE EQUITY OWNER
FOR THE RENEWAL SCHEDULE, USING THE RENEWAL START DATE AS THE
SALE DATE.
|X| / 10. CREATE SCHEDULE A AND SCHEDULE B TO RENEWAL RENTAL SCHEDULE ON
AS400 SYSTEM.
|X| / 11. CONTINUE AND/OR AMEND L/L FINANCING STATEMENTS.
|X| / 12. OBTAIN NECESSARY APPROVALS FROM LF&A.
|X| / 13. MAIL COMPLETE EXECUTION PACKAGE TO LESSEE USING (2)
COUNTERPARTS OF RENEWAL RENTAL SCHEDULE ONLY.
|X| / 14. UPON RETURN, HAVE AFG COUNTERSIGN EXECUTION PACKAGE AND MAIL
LESSEE ITS COUNTERPART.
|X| / 15. FILE UCC STATEMENTS WITH PROPER JURISDICTIONS.
|X| / 16. PRINT AND DISTRIBUTE AS400 PRODUCED ACTIVATION REPORT.
|X| / 17. UPON RECEIPT OF UCC FILING INFORMATION, UPDATE AS400 UCC
SYSTEM AND COPY FOR AFG'S FILES.
|X| / 18. OBTAIN ORIGINAL CERTIFICATES OF TITLE AND UPDATE THE ASSET
ACQUISITION SCREEN WITH THE TITLE NUMBER AND STATE WHICH THE
TITLE HELD (TITLED EQUIPMENT ONLY). PLACE ORIGINAL TITLES IN
THE TITLE FILE UNDER THE LESSEE AND RENTAL SCHEDULE.
--- / 19. OBTAIN UPDATED INSURANCE CERTIFICATE IF NECESSARY
|X| / 20. BIND TRANSACTION
DOCUMENT ID NUMBER PAGE DOCUMENT ID NUMBER PAGE
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UCC'S 3509i p23, 26, 27
DOCS 3764i p22
ASSET ACTIVITY FORM
TYPE OF TRANSACTION Date of Request: 6/19/92
|X| Renewal Lease
|_| Release to New User (Existing Lessee) Prepared by: Caf
|_| Release to New User (New Lessee)
|_| Sale to Original User Asset Mgmt Approval: DAD
|_| Sale to Third Party User
|_| Casualty at Stipulated Loss Value
|_| Warehouse of Assets
|_| Other ___________________________
PRIMARY TERM DATA:
Original Lessee Name & Address
Federal Paper Bd. Co, Inc Rental Schedule No.: A-61-70
- -------------------------------------
Riegelwood Operations Expiration Date: 9/30/92
- -------------------------------------
Riegelwood, NC 28456 Equity Owner: V-A
- -------------------------------------
Master Lease No.: 8504NJG193
- -------------------------------------
Lease Date: 4-5-85
- -------------------------------------
Contact Name: Donna Varion
Phone: 201-907-4598 Fax: 201-307-6125
NEW LESSEE OR BUYER NAME & ADDRESS LESSEE OR BUYER CONTACT NAME:
- ---------------------------------- --------------------------------------
- ---------------------------------- --------------------------------------
- ---------------------------------- Phone:________________________________
CIRCLE ONE: BS LS OS RS Fax:__________________________________
TAX EXEMPTION STATUS: YES NO
SPECIAL ARRANGEMENTS WITH LESSEE/BUYER:
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- --------------------------------------------------------------------------------
ANTICIPATED CLOSING DATE:_______________________________________________________
I. RENEWAL OR NEW LEASE TRANSACTION DATA:
EQPT MFG/MODEL/TYPE SERIAL NUMBER ORIGINAL OEC LRF TERM
================================================================================
(1) Model 5100 Waldon 2064 $30,514 3.76876 2yrs.
Tractor with boom &
bucket. A-61-70Rn1
RENEWAL OR RELEASE START DATE: 10/1/92 STIP LOSS VALUE: 10,000
PAYMENT FREQUENCY: quarterly ADVANCE/ARREARS: arrears
NEW EQUIPMENT LOCATION: same
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SPECIAL RETURN CONDITIONS:
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SPECIAL TRANSACTION NOTES: * Please reference FPB Unit #226 on renewal
schedule!!! All renewal docs. sent to Donna Varion in Montval, NJ.