Exhibit 99(e)
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. A-10A (the "Rental Schedule")
DATED AS OF JANUARY 1, 1997
TO MASTER LEASE AGREEMENT NO. 9508COG514 (the "Master Lease")
DATED AS OF SEPTEMBER 1, 1996
LESSOR LESSEE
EQUIS FINANCIAL GROUP QUANTERRA INC.
LIMITED PARTNERSHIP 4955 YARROW STREET
98 NORTH WASHINGTON STREET ARVADA, CO 80002
BOSTON, MA 02114
1. LEASE TERM. PAYMENT DATES.
This Rental Schedule between 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 Lease Term and at the Periodic 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. The Lease Term is for the period from
and including the Acceptance Date of each item of Equipment set forth on the
attached Schedule B, to but not including the Primary Start Date, as hereinafter
defined ("Interim Term") and for a Primary Term commencing on the first day of
the calendar quarter following the last Acceptance Date for any item of
Equipment leased pursuant hereto ("Primary Start Date") and continuing to and
including the Lease Expiration Date set forth on the attached Schedule A. The
Acceptance Date for each item of Equipment shall be the earlier of the date on
which the item of Equipment is accepted for lease by Lessee, or the tenth (10th)
day following the date on which the item of Equipment is delivered to Lessee.
2. INTERIM RENT. PERIODIC RENT.
Interim Rent shall be due and payable in full on the Primary Start Date.
Interim Rent is computed by multiplying the Total Equipment Cost by the Per Diem
Lease Rate set forth on the attached Schedule A and multiplying the product by
the number of days in the Interim Term.
For the Primary Term, Periodic Rent is due and payable in full beginning
on the Payment Commencement Date and continuing at the Payment Frequency and for
the Number of Payments specified herein. Periodic Rent is computed by
multiplying the Total Equipment Cost by the periodic Lease Rate set forth on the
attached Schedule A. Lessee shall also pay to Lessor a fee in the amount
indicated on the attached Schedule A under the heading "Documentation Fee" as
reimbursement for fees owed by Lessor relating to Uniform Commercial Code
Financing Statements to be filed in connection with the acquisition of the
Equipment. Such fees shall be due and payable on the Payment Commencement Date.
In the event the Total Equipment Cost for the Equipment described herein
contains soft costs, including, but not limited to software, installation,
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. A-10A
PAGE TWO
freight, testing, maintenance agreements, registration and licensing fees, or
federal excise tax (each a "Soft Cost" and collectively the "Soft Costs"), each
being understood by the parties hereto to have limited residual value, Lessee
shall pay to Lessor, in the event Lessee does not exercise its option to renew
the Rental Schedule upon the Lease Expiration Date for a term of twelve (12)
months or more, in addition to the final payment of Periodic Rent due hereunder,
an executory fee equal to ten percent (10%) of the total amount of Soft Costs
included in the Total Equipment Cost for the Rental Schedule.
3. SPECIAL RETURN CONDITIONS.
In Furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in the Master Lease Agreement, Lessee
hereby agrees to return the Equipment to Lessor in accordance with all of the
terms and conditions of the Master Lease Agreement and in compliance with the
following return conditions:
Each item, of Equipment shall be in both good appearance and operating
condition, less reasonable wear and tear. Each unit and component of such unit
shall be capable of performing or meeting the manufacturer's minimum performance
specifications when new ("Minimum Return Conditions") . Lessee will relinquish
to Lessor all its rights, claims and interest in and to all modifications and
upgrades performed by Lessee during the lease term. Lessee will not tamper with,
alter or remove any non--proprietary software feature that currently resides
with the Equipment. Upon any termination or expiration of this Rental Schedule,
Lessee will, at its own cost and expense de-install the equipment and provide
Lessor with a letter which will be provided by a manufacturer's representative
certifying that the equipment is eligible for maintenance. Lessee will also
return to Lessor all operating manuals and cables required for the full
functioning of the Equipment.
If requested by Lessor, Lessee shall provide free and safe storage and
insurance for the Equipment for a period not to exceed ninety (90) days from the
date of expiration of the Lease Term or any extension or renewal thereof. At the
expiration of the Lease Term or any extension or renewal thereof, or at the
expiration of the ninety (90) day storage period, if any, Lessee shall return
each item of Equipment in accordance with the Master Lease and this Section 3.
Lessor may, but is not required to, inspect the Equipment prior to its return.
Lessor's failure to inspect the Equipment prior to its return shall in no way be
considered a waiver of Lessor's right to inspect the Equipment upon its return
to Lessor or Lessor's agent. Regardless of whether Lessor's inspection occurs
upon Lessee's premises, if upon such inspection, Lessor determines that the
Equipment does not conform to the Minimum Return Conditions, Lessor will
promptly notify Lessee of such determination, specifying the repairs or
refurbishments ("Repairs") needed to place the Equipment in the Minimum Return
Conditions. Lessor may, at its option, either require Lessee to effect such
Repairs or itself effect such Repairs. In either case, all costs associated with
any Repairs and inspections shall be paid by Lessee within thirty (30) days of
receipt of Lessor's invoice therefor. Until Lessor deems the Equipment to be in
full compliance with the Minimum Return Conditions, the Rental Schedule shall
continue in full force and effect and
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. A-10A
PAGE THREE
Lessee shall continue to pay Periodic Rent, notwithstanding any expiration or
termination of the Lease Term, or the physical return of any item of Equipment
to Lessor or its agent, through and including the date on which Lessor the
Equipment to be full compliance with the Minimum Return Conditions.
If Lessor and Lessee cannot agree as to such Repairs, then the parties
will mutually agree upon the selection of a third party expert who shall render
a final and binding decision on the parties with respect to the condition of the
Equipment and any Repairs required in order for the Equipment to fully comply
with the Minimum Return Conditions. The party against whom such decision is made
shall bear said expert's fees and expenses.
4. ACCEPTANCE CERTIFICATE.
Lessee hereby represents, warrants and certifies (a) that the Equipment
described herein has been delivered to and inspected and found satisfactory by
Lessee and is accepted for lease by Lessee under this Rental Schedule and the
Master Lease as incorporated herein by reference, as of the Acceptance Date set
forth above; (b) all items of Equipment are new and unused as of the Acceptance
Date, except as otherwise specified above; (c) the Equipment is located as
specified on Schedule B hereto; (d) the representations and warranties of Lessee
set forth in the Master Lease are true and correct as of the date hereof; (e)
Lessor has furnished, and Lessee has reviewed and hereby approves of the terms
of, Lessor's purchase order, purchase contract, or other instrument evidencing
Lessor's purchase of the Equipment, including any manufacturer or vendor
warranties contained therein; and (f) unless otherwise specified above, the
Equipment is not a fixture or accession to any real or personal property
including any other property owned by Lessor.
5. SCHEDULE OF CASUALTY VALUES.
The Schedule of Casualty Values attached hereto is incorporated herein by
reference and shall be applicable to the Equipment described in Schedule C
hereto.
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.
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 Rental Schedule conflict with the Master Lease, the conflicting terms of
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 in 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-10A
PAGE FOUR
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.
EQUIS FINANCIAL GROUP
LIMITED PARTNERSHIP QUANTERRA INC.
Lessor Lessee
By: Equis Corporation By: /s/ Debbie Pentek
its general partner --------------------------
Title: Purchasing Manager
--------------------------
By: /s/ Gail Ofgant
--------------------
Title: Vice President
--------------------
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-O1 EQUIS FINANCIAL GROUP 1/10/97 17:11:39 PAGE 1
Schedule A - Rental Schedule Economics
LESSEE: QUANTERRA INC.
LESSOR: EQUIS FINANCIAL GROUP
RENTAL SCHEDULE: A-10A
LEASE TERM (months): 36
PRIMARY START DATE: 2/1/1997 GDO
LEASE EXPIRATION DATE: 1/31/2000 GDO
PAYMENT FREQUENCY: MONTHLY
ADVANCE/ARREARS: ADVANCE
LEASE RATE: .032705000
PER DIEM LEASE RATE: .001090167
PERIODIC RENT: $2,429.98
NUMBER OF PAYMENTS: 36
TOTAL INTERIM RENT: $1,052.99
PAYMENT COMMENCEMENT DATE: 1/01/1997
TOTAL EQUIPMENT COST: $74,300.00
DOCUMENTATION FEE: $20.00
--------------------
DP LESSEE INITIALS
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GDO LESSOR INITIALS
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ATF#: 96-0009-1
LLR41D-01 EQUIS FINANCIAL GROUP 1/10/97 17:11:45 PAGE 1
Schedule B Equipment Description
LESSEE: QUANTERRA, INC RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: A-10A
LESSOR: EQUIS FINANCIAL GROUP
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date
- ----------------------------------------------------------------------------------------------------------------
74,300.00 AP100140 FINNIGAN MAT F-079 ESI/APCI UPGRADE/XSQ700/7 12/19/1996
- --------------
74,300.00 Total for Location 4955 YARROW STREET ARVADA CO 80002
==============
74,300.00 Total Equipment Cost
EQUIS FINANCIAL GROUP LIMITED PARTNERSHIP
QUANTERRA INC.
Schedule C - Casualty Value Table for Rental Schedule A-10A
(Stated as a Percentage of Equipment Cost)
AFTER
PRIMARY
TERM CASUALTY
PAYMENT NO. VALUE
----------- --------
Prior to 1 120.00
1 118.24
2 116.48
3 114.69
4 112.90
5 111.09
6 109.27
7 107.44
8 105.59
9 103.73
10 101.86
11 99.98
12 98.08
13 96.18
14 94.26
15 92.33
16 90.39
17 88.44
18 86.48
19 84.51
20 82.52
21 80.53
22 78.53
23 76.53
24 74.51
25 72.49
26 70.45
27 68.42
28 66.37
29 64.32
30 62.26
31 60.20
32 58.13
33 56.07
34 53.99
35 51.92
36 50.00
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- INVOICE -
Finnigan Corporation page 1
dba Finnigan MAT ------------
355 River Oaks Parkway End User: MR. PAUL WINKLER S-021222-011
San Jose, CA 95134-1991 (303) 421-6611 ------------
(408) 433-4800 TELEX 470745
TELEFAX: (408) 433-4823 [LOGO] Finnigan
CABLE ADDRESS: FINISTRO MAT
PLEASE REMIT TO:
Finnigan MAT [or] Finnigan Corporation
P0 Box 73429, Chicago, IL 60673-7429
System SN:
================================================================================
Your Order is Acknowledged And Accepted Subject To The Terms And Conditions
Listed on SOTC Rev B.
SOLD TO SHIP TO
EQUIS FINANCIAL GROUP QUANTERRA, INC.
98 NORTH WASHINGTON ST. 4955 YARROW STREET
ACCOUNTS PAYABLE ARVADA, CO 80002
BOSTON, MA 02114
================================================================================
DATE SHIPPED SHIPPER WAYBILL NO. CUSTOMER NO. INVOICE DATE INVOICE NO.
- --------------------------------------------------------------------------------
12/19/96 BURGL 338123623 4156-01 12/19/96 S-021222-011
================================================================================
ACKN DATE SHIP VIA INSTRUCTIONS CUSTOMER ORDER NO. SALES ORDER NO.
- --------------------------------------------------------------------------------
12/10/96 FOB DESTINATION 12329EFG S-021222
================================================================================
ITEM SHIP QTY AMOUNT
NO. DESCRIPTION ID ORD SHIP PRICE DUE
- ------------------------------------------------------------------------------------------
01 F-079 ESI/APCI FIELD UPG/XSQ700/7000 1 1 1 73,500.00 73,500.00
Shipping S/N: AP100140
FIELD-INSTALLED ATMOSPHERIC PRESSURE
IONIZATION SOURCE FOR ATMOSPHERIC PRESSURE
CHEMICAL IONIZATION (APCI) AND ELECTROSPRAY
IONIZATION (ESI) FOR TSQ 700/7000, SSQ
700/7000 AND SSQ 710 SYSTEMS.
02 70005-60039 ONE-INCH FORELINE HOSE ASSY 1 1 1 800.00 800.00
Terms:
100% due On Shipment, net 30 days.
Special Instructions:
SOFTWARE LICENSE AGREEMENT MUST BE SIGNED
AND ON FILE PRIOR TO SHIPMENT
TRAFFIC: PLEASE INSURE SHIPMENT
TAX EXEMPT
Mfg. Account: 410106
- ---------------------------------------------------------------
All claims for loss or damage in transit must be
made against the carrier. Prices F.O.B. San Jose. ===========================
California, unless otherwise specified. Seller PLEASE REMIT
represents that these goods were produced in TOTAL 74,300.00
compliance with all applicable requirements of THIS AMOUNT
Section 6, 7 and 12 of the Fair Labor Standards
Act as amended, and regulations and orders of the
United States Department of Labor issued under
Section 14 thereof.
==========================================================================================
A subsidiary of Thermo Instrument Systems, Inc. SOPRTSJ (KS: 01/16/95)
CUSTOMER
- --------------------------------------------------------------------------------
Finnigan Corporation [LOGO] Finnigan
355 River Oaks Parkway MAT
San Jose, CA 95134 [LOGO]
Phone: (408) 433-4800 x2732 WESTERN REGION QUOTATION
Fax: (408) 383-9641
E-mail: brown@finnigan.com
- --------------------------------------------------------------------------------
Submit Quotation to: Send Purchase Order to:
-------------------- -----------------------
Quanterra (RMA) Finnigan Corporation
4955 Yarrow Street 355 River Oaks Parkway
Arvada, CO 80002 San Jose, CA 95134
Phone: 303/421-6611 Attn.: Steven R. Brown, Regional Service Manager
Fax: 303/467-9136
IN RESPONSE TO YOUR REQUEST WE ARE PLEASED TO QUOTE AS FOLLOWS...
- ------------------------------------------------------------------------------------------
REFERENCE SHIPMENT F.O.B. TERMS DATE QUOTATION
- --------- -------- ------ ----- ---- ---------
NUMBER
------
- ------------------------------------------------------------------------------------------
SRB/ss 60 - 90 Days ARO San Jose Net 30 After Invoice 8/23/96 WQII96-049
- ------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITEM QTY CATALOG DESCRIPTION UNIT TOTAL
- ---- --- NUMBER ----------- PRICE PRICE
------ ----- -----
- --------------------------------------------------------------------------------
1 1ea F-079 Field installed atmospheric pressure $73,500 $73,500
ionization source for atmospheric pressure
ionization (APCI) and electrospray
ionization (ESI) on TSQ700/7000 systems.
Includes loop injector and infusion pump.
Requires revision 7.0 or higher ICIS
software, "download" firmware (for systems
manufactured before September. 1990), and
one-inch foreline hose assembly (for
systems manufactured before January 1991)
- --------------------------------------------------------------------------------
3 1ea 70005- One-inch foreline hose assembly (for $800 $800
60039 systems manufactured before January 1991)
- --------------------------------------------------------------------------------
Total: 73,500.00
800.00
----------
$74,300.00
==========
Freight and handling prepaid and added.
Plus tax where applicable.
MORE...
TERMS AND CONDITIONS:
1. All items sold and installed by Finnigan carry a standard 90-day warranty.
Finnigan implies no warranty on items supplied by customer.
2. No corrective maintenance or repair is included in the quote.
- --------------------------------------------------------------------------------
Quotation Firm for 60 days Finnigan Corporation
d/b/a Finnigan MAT
/s/ Steven R. Brown
Steven R. Brown
Regional Service Manager
Quotation subject to terms and conditions listed QSF PR0003 Rev B