Exhibit 99(d)
MASTER LEASE AGREEMENT
MASTER LEASE AGREEMENT NO. 8712ILG331, dated as of December 10, 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 American National Can Company, a Delaware corporation
having a principal place of business and address for purposes of notice
hereunder at 8101 Higgins Road, Chicago, IL 60631, 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 arising out of matters occurring
prior to the return of the Equipment, except such cost, claims, losses, or
liabilities resulting from the misconduct or negligence of Lessor. 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 event of
nonperformance by Lessor under the Rental Schedule and this Master Lease
Agreement as incorporated therein by reference. LESSOR HEREBY
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY 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 BY LESSEE. LESSEE'S RIGHT TO SUBLEASE.
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 may be removed from the
location specified on the Rental Schedule only upon written notice to Lessor
given within 30 days following such relocation, 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. 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 without prior written approval of Lessor,
which approval shall not be unreasonably withheld. 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 for a term not longer
than the related Lease Term, is not made to a tax-exempt entity or govermental
agency, is specifically made subject to the prior rights of Lessor and its
assignees 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 including, without limitation, Lessee's
obligations with respect to (a) the payment of Basic Rent and other sums due or
to become due, (b) use and maintenance of the Equipment and (c) provisions for
the return of the Equipment at the expiration of the Lease Term.
5. LOSS, DAMAGE OR DESTRUCTION OF EQUIPMENT.
Lessee will bear all risk of loss with respect to the Equipment during the
Lease Term and until the Equipment is returned to Lessor. 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.
6. TAXES AND FEES.
Lessee agrees to prepare and file all required returns or reports and to
pay all sales, gross receipts, personal property 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 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. If any item of
Equipment is located in a taxing jurisdication that does not allow Lessee to
report and pay personal property taxes directly, Lessee will prepare an
appropriate tax return to be delivered, together with funds equal to the taxes
Lessee claims are due on such return, to Lessor not less than ten (10) days
prior to the date such taxes are due.
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 (i) 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 $500,000. All policies (A) are to be maintained
with insurers reasonably acceptable to Lessor; (B) are to name Lessor and its
assignees as loss payees jointly with Lessee 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. Lessee agrees to deliver
to Lessor such certificates of insurance as Lessor may, from time to time,
request. Lessor may hold any insurance proceeds paid separately and covering
only the Equipment suffering casualty 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. Lessee may self-insure in accordance
with respect to other practices common in Lessee's industry and followed by
Lessee with self-insurance similar items of equipment owned or leased by Lessee.
8. FINANCIAL STATEMENTS. INSPECTION. REPORTS.
Lessee will provide to Lessor copies of Lessee's annual audited 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. If Lessee's
obligations are
guaranteed by any other party, then Lessee will also provide similar financial
information with respect to the Guarantor. 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 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.
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 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 2% 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 bylaw, 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 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, exerciseable
with respect to all, but not less than all, items of Equipment leased pursuant
to Rental Schedules, (i) to return the Equipment to Lessor, (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 or (iii) to purchase the
Equipment for cash at its then fair market value. Lessee agrees to provide
Lessor written notice of its decision to return or purchase the Equipment or
renew the Rental Schedule not less than 90 days prior to the Expiration Date. If
Lessee falls to give Lessor 90 days written notice,, the Lease Term may, at
Lessor's option, be extended and continue until 90 days from the date Lessor
receives written notice of Lessee's decision to return or purchase the Equipment
or renew the Rental Schedule. Fair market value, fair rental value and useful
life will equal the amount obtainable in an arm's-length transaction between an
informed and willing buyer, under no compulsion to buy, and an informed and
willing seller, under no compulsion to sell, as 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, if appropriate, 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 within the Continental United States. All packaging will include, to the
extent available, related maintenance logs, operating manuals, and other related
materials and will be clearly marked so as to identify the contents thereof. The
Equipment will be returned in good operating condition and appearance,
reasonable wear and tear excepted, and, in the case of aircraft, computers or
telecommunications equipment, 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. Lessor may, but is not
required to, inspect the Equipment prior to its return. If, upon inspection,
Lessor determines that the condition of any item of Equipment does not conform
to the minimum requirements, Lessor will promptly notify Lessee of such
determination, specifying the repairs or refurbishments needed to place the
Equipment in the minimum acceptable condition. Lessor may, at its option, either
require Lessee to effect such repairs or itself effect such repairs. Lessor may
re-inspect the Equipment and require further repairs as often as necessary until
the Equipment is placed in acceptable condition. In either case, all costs of
repair and refurbishment will be paid by 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 accepted for return by
Lessee, provided that Lessor has given Lessee reasonable advance notification
with respect to the ship-to location.
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 qualifed 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 enforceablility 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, to the best of the
Lessee's knowledge, 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
(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;
(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 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
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 or, if Lessee's obligations are guaranteed by any other
party, any Guarantor (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
falls 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 any Guarantor or for a substantial part of Lessee's or any
Guarantor's property; or
(f) Lessee shall not return the Equipment or shall not return the
Equipment in the required condition at the expiration of the Rental
Schedule or any extension or renewal thereof.
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:
I. at Lessor's option, and in its sole discretion either, subject to
its obligation to mitigate damages in accordance with applicable
law:
(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 except warranty of good and marketable title; and
II. notwithstanding that 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 in a peacable and lawful manner 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 in a peacable and lawful manner where the Equipment is
located and to remove the Equipment therefrom and Lessee agrees not
to interfere with the peaceful repossesion 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.
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 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. AMERICAN NATIONAL CAN COMPANY
By: /s/ Timothy P. McDonald By: /s/ Alan H. [Illegible]
----------------------- ----------------------------
Title: Vice President.` Title: _________________________
--------------------
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. A-48
This RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE, dated as of June 27,
1990, between American Finance Group, a Massachusetts general partnership and
successor in interest to American Finance Group, Inc. ("Lessor") and American
National Can Company ("Lessee") incorporates by reference the terms and
conditions of Master Lease Agreement No. 8712ILG331 dated as of December 10,
1987 (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,
Type, Model and Acceptance
Serial Number) Cost Location Date
- --------------- ---- -------- ----------
(1) Silent Hoist Lift $112,435.00 See Attached Schedule A
as more fully described
on the attached vendor
invoices and Schedule A
TOTAL EQUIPMENT COST: $112,435.00
-----------
EQUIPMENT BILLING LOCATION: AMERICAN NATIONAL CAN COMPANY
8770 WEST BRYN MAWR AVENUE
CHICAGO, IL 60631
ATTN: D.M. BYRD
2. LEASE TERM
The Lease Term is for an Interim Term commencing on the Acceptance Date of
the Equipment for lease, as set forth on the attached Schedule A, and continuing
through and including July 31, 1990 and for a Primary Term of 60 months,
commencing on August 1, 1990 and continuing through and including the Expiration
Date of July 31, 1995.
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 20 payments
of $6,130.52 each commencing on November 1, 1990 and continuing quarterly in
arrears thereafter, through and including August 1, 1995.
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. A-48
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.
Periodic Lease Rate: .054525
Per Diem Lease Rate: .000606
4. INVESTMENT TAX CREDIT
Lessor agrees to pass through to Lessee all investment tax credits
available with respect to the Equipment under federal or state income tax laws,
and to execute an ITC Transfer Letter evidencing the same.
5. 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 were originally placed in service by
Lessee not earlier than twelve months prior to 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.
6. 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.
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. A-48
PAGE THREE
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 AMERICAN NATIONAL CAN COMPANY
successor in interest in to Lessee
AMERICAN FINANCE GROUP, INC.
Lessor
By /s/ [Illegible] By /s/ Dennis M Byrd
--------------------------- -----------------------------
Title Manager Title Manager - Finance
------------------------ -------------------------
COUNTERPART NO. 2 OF 4 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.
6/27/90 AMERICAN NATIONAL CAN COMPANY Page 1
SCHEDULE A
Vendor Name Invoice Number Unit Cost Serial Number Eqpt. Manufacturer Eqpt. Model Eqpt. Type
- ------------------ -------------- ------------ ------------- ------------------ ----------- ----------
Silent Hoist & Cra 90012 112,435.00 20795 Silent Hoist 3600 FKS13 FORKLIFT
==========
$112,435.00 = TOTAL EQUIPMENT COST
Vendor Name Street City State Zip Code Acceptance Date Rental Schedule
- ------------------ ---------------- ----------- ----- -------- --------------- ---------------
Silent Hoist & Cra 2050 Williams St. San Leandro CA 94577 7/16/90 A-48
AMERICAN NATIONAL CAN COMPANY
EXHIBIT ONE TO RENTAL SCHEDULE A-48
CASUALTY VALUES
(Stated as Percentage of Equipment Cost)
AFTER
PRIMARY
TERM CASUALTY
PAYMENT NO. VALUE
- ----------- --------
Prior to 1 112.00
2 110.09
3 108.10
4 106.02
5 103.87
6 101.62
7 99.29
8 96.86
9 94.34
10 91.71
11 88.98
12 86.14
13 83.19
14 80.12
15 76.92
16 73.60
17 70.15
18 66.55
19 62.82
20 58.93
55.00