NATIONSBANK
MASTER EQUIPMENT LEASE
NATIONSBANC LEASING CORPORATION LEASE AGREEMENT NUMBER 08713-00300
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THIS MASTER EQUIPMENT LEASE AGREEMENT (this "Lease") dated as of August 16,
1995, between NationsBanc Leasing Corporation ("Lessor"), a corporation
organized under the laws of North Carolina, having its chief executive office at
2300 Northlake Centre Drive, Suite 300, Tucker GA 30084, and Teletech Holdings,
Inc. ("Lessee"), a Delaware corporation of 1700 Lincoln Street, Suite 1400,
Denver, CO 80203 hereby agree as follows.
1. LEASE AGREEMENT. Subject to the terms and conditions hereinafter set
forth, Lessor shall lease to Lessee, and Lessee shall hire from Lessor, the
units of personal property (collectively with all attached parts, replacements,
additions, accessions and accessories attached thereto, the "Equipment")
described in one or more equipment schedules (each a "Schedule") which
incorporate by reference this Master Equipment Lease Agreement. Each Schedule
shall constitute a separate and independent lease and contractual obligation of
Lessee. Until a Schedule is duly signed and delivered by Lessor, a Schedule
signed and delivered by Lessee constitutes an irrevocable offer by Lessee to
lease the Equipment described in such Schedule from Lessor.
2. TERM OF LEASE; RENTALS AND DEPOSIT. The lease term with respect to any
Equipment covered by a Schedule shall consist of an "Interim Term" and a "Base
Term" as provided in the Schedule covering such Equipment. Lessee shall pay
rent for the Interim Term ("Interim Rent") as provided and in amounts determined
by Lessor as set forth in the applicable Schedule, and shall pay rent for the
Base Term ("Base Rent") in such amounts and at such times as shall be specified
in the applicable Schedule. At the time Lessee signs and delivers a Schedule,
Lessee shall deposit with Lessor such additional sum ("Security Deposit"), if
any, specified in the Schedule as security for the payment and performance of
any obligation of Lessee hereunder.
3. LOCATION AN USE OF EQUIPMENT. Each item of Equipment shall at all times
be and remain in the possession and control of Lessee at the address stated in
the Schedule covering such item. Lessee will use, operate, protect, and
maintain the Equipment in compliance with all applicable insurance policies,
laws, ordinances, rules, regulations, and manufacturer's instructions. The
Equipment shall be used solely for commercial or business purposes, and not for
any consumer, personal home, or family purpose. Lessee shall not, through
modifications, alterations or any other method, impair the originally intended
function of any Equipment without the prior written consent of Lessor. Any
replacement or substitution of parts, improvements or additions to the Equipment
made by Lessee shall become and remain the property of Lessor. If requested by
Lessor, Lessee shall cause each item of Equipment to be and remain plainly and
conspicuously marked by insignia, stenciling, plaques, tags, decals or other
forms of notice to disclose Lessor's ownership of the Equipment. Lessee shall
keep the Equipment free and clear of any liens, encumbrances, claims and charges
(except for those created expressly by Lessor) and shall not in any way encumber
its rights hereunder or under any Schedule.
4. TAXES. Lessee shall reimburse Lessor on demand for all taxes assessments
and other governmental charges paid by Lessor in connection with the Equipment
or its use, ownership or operation while in Lessee's possession or the payment
or receipt of rent or other charges under any Schedule, including but not
limited to foreign, federal, state, county and municipal fees and taxes, ad
valorem, sales, use excise, stamp and documentary taxes (other than federal and
state taxes based on Lessor's net income), and all related penalties, fines and
interest charges (unless any such penalties, fines, and interest charges are
directly and primarily caused by Lessor's negligence). Upon Lessor's request,
Lessee will immediately furnish to Lessor such information as Lessor shall
require in connection with the preparation and filing of all returns relating to
such taxes, assessments, or charges.
5. NET LEASE, LOSS AND DAMAGE.
(a) Each Schedule is a net lease. All costs, expenses and other liabilities
associated with the Equipment shall be borne by Lessee. Lessee's obligations
under any and all Schedules are absolute and unconditional, and are not to be
subject to any abatement, deferment, reduction, setoff, defense, counter claim
or recoupment for any reason whatsoever.
Except as otherwise expressly provided herein, no Schedule shall terminate nor
shall the obligations of Lessee be affected, by reason of any defect or damage
to, or any destruction, loss, theft, forfeiture, governmental requisition or
obsolescence of the Equipment, regardless of cause.
(b) Lessee assumes all risk of damage to or loss, theft or destruction of the
Equipment from any cause whatsoever from the date the Equipment is shipped by
the vendor or manufacturer. In the event of loss or destruction of the
Equipment from any cause whatsoever from the date the Equipment is shipped by
the vendor or manufacturer but prior to its acceptance by Lessee, Lessee shall
promptly pay to Lessor all sums heretofore paid by Lessor to such vendor or
manufacturer and Lessor shall assign to Lessee all of its rights or causes of
action, if any, against such vendor or manufacturer. In the event of damage of
any kind whatsoever to any item of the Equipment on or after its acceptance by
Lessee, Lessee shall, at Lessor's option, either place the same in good repair,
condition or working order or if in the reasonable judgment of Lessor the
Equipment is determined by Lessor to be lost, stolen, destroyed or damaged
beyond repair, Lessee shall pay Lessor the Stipulated Loss Value therefor. Upon
such payment, the Lease of such Equipment shall terminate and Lessee thereupon
shall become entitled to such item of the Equipment "As Is and Where Is" without
warranty, express or implied, with respect to any matter whatsoever. The
Stipulated Loss Value of any Equipment shall be determined by Lessor in
accordance with the provisions of the Schedule covering such Equipment.
Proceeds of Insurance may be available for the repair or payment of the
Stipulated Loss Value, in accordance with Section 6 hereof.
6. INSURANCE. Lessee shall, at its own expense, procure and maintain the
following insurance coverages on the Equipment until the Equipment is returned
to Lessor or Lessee's obligations with respect thereto under any applicable
Schedule are otherwise terminated: (i) insurance against theft, fire, and such
other risks as Lessor shall specify or (absent any written specification by
Lessor) as are customarily insured against in Lessee's trade or industry, under
policies naming Lessor as loss payee and (ii) comprehensive public liability and
property damage insurance, under policies naming Lessor as additional insured.
Each such insurance policy shall: (a) include provisions for the protection of
Lessor notwithstanding any action or inaction, neglect, breach, violation, or
default of or by Lessee of any warranty, condition or declaration, (b) provide
for payment of insurance proceeds to Lessor to the extent of its liability or
interest, (c) provide that such policy may not be modified, terminated or
canceled unless Lessor is given at least thirty (30) days' advance written
notice thereof (d) provide that the coverage is "primary coverage" for the
protection of Lessee and Lessor notwithstanding any other coverage carried by
Lessee or Lessor protecting against similar risks or liabilities and (e) be
issued in such amounts (which in the case of casualty insurance will never be
less than the Stipulated Loss Value of the Equipment covered thereby), with such
deductibles, by such insurance company, and otherwise in such form as shall all
be reasonably satisfactory to Lessor. Lessee shall furnish Lessor with
certificates or other satisfactory evidence of such insurance, and shall furnish
Lessor with a renewal certificate for each policy at least ten (10) days before
the policy renewal date. Lessor shall have no duty to examine any certificate
or other evidence of insurance, or to advise Lessee in the event that its
insurance is not in compliance with this Section 6. The proceeds of any public
liability or property damage insurance shall be payable first to Lessor to the
extent of its liability, if any, and the balance to Lessee. The proceeds of
fire, theft, or other casualty insurance shall be payable solely to Lessor and
shall be used for the repair or replacement of the affected Equipment, unless an
event of default shall have occurred and be continuing, in which event such
proceeds may, at Lessor's sole option, be applied toward the payment of Lessee's
obligations under the applicable Schedule. Lessee hereby appoints Lessor as
Lessee's agent and attorney-in-fact with full power to do all things (including
but not limited to making, adjusting, and settling claims, and receiving
payments and endorsing documents, checks, or drafts) necessary or advisable to
secure payment due under any insurance policy contemplated hereby.
7. GENERAL INDEMNITIES. LESSEE SHALL INDEMNIFY LESSOR AGAINST ALL CLAIMS,
LIABILITIES, LOSSES AND EXPENSES WHATSOEVER, INCLUDING REASONABLE ATTORNEYS'
FEES AND COSTS (EXCEPT THOSE DIRECTLY AND PRIMARILY CAUSED BY LESSOR'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT), IN ANY WAY RELATING TO OR ARISING OUT OF THE
EQUIPMENT OR ANY PART THEREOF, OR THE ORDERING, ACQUISITION, REJECTION,
INSTALLATION, POSSESSION, MAINTENANCE, USE, OWNERSHIP, CONDITION, DESTRUCTION,
RETURN, OR DISPOSITION OF THE EQUIPMENT OR ANY PART THEREOF, INCLUDING
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NEGLIGENCE AND STRICT LIABILITY IN TORT AND INCLUDING ANY INFRINGEMENT CLAIM.
LESSEES OBLIGATIONS UNDER THIS PROVISION SHALL SURVIVE ANY PARTIAL OR TOTAL
TERMINATION, EXPIRATION, OR CANCELLATION OF THIS LEASE.
8. TAX INDEMNITY.
(a) All references to "Lessor" in this Section 8 shall include each member of
the affiliated group of corporations, as defined in Section 1504(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), of which Lessor is a
member.
(b) Lessor and Lessee agree that Lessor shall be treated for federal, state and
local income tax purposes as the owner of the Equipment and shall be entitled to
take into account in computing its income tax liabilities, all items of income,
deduction, credit, gain or loss relating to ownership of the Equipment as are
provided under the Code and applicable state and local tax laws to owners of
similar equipment (hereinafter collectively, the "Tax Benefits").
(c) If (i) Lessor shall lose, shall be delayed in claiming, shall not have a
right to claim, shall be required to recapture (other than in connection with a
sale of the Equipment following the end of the lease term, provided Lessee is
not then in default), shall not be allowed or shall not claim as a result of a
written opinion of independent tax counsel selected by Lessor to the effect that
Lessor's claiming of such Tax Benefits probably would not be upheld by a court
if the matter were litigated (that is, that the chances of a finding against
Lessor are at least as great as the chances in favor of Lessor), all or any
portion of any Tax Benefits, under any circumstances, at any times and for any
reason; or (ii) the federal, state or local income tax rates in effect on the
commencement date of the lease term for such Equipment (the "Tax Rates") are
changed with respect to any period on or prior to the disposition of the
Equipment by Lessor; or (iii) Lessor is required under Section 467 of the Code
or otherwise to include in its gross income with respect to any Schedule or item
of Equipment any amount at any time other than rentals and other amounts payable
by Lessee hereunder at the times such amounts are payable as provided herein,
then Lessor and Lessee agree that, upon Lessor's demand and at Lessor's option,
either: (x) all further rental payments with respect to such Equipment, if any,
shall be increased, or (y) Lessee shall pay to Lessor a lump sum amount, which
shall in either case maintain the net economic after-tax yield, cash flow and
rate of return Lessor originally anticipated based on the assumptions (including
Tax Rates) that were originally utilized by Lessor in originally evaluating the
transaction and setting the rental therefor and the other terms thereof. Lessee
shall also pay to Lessor all interest, costs (including attorney's fees) and
penalties associated with the loss of Tax Benefits or the change in Tax Rates,
including costs of collecting amounts under this Section 8.
(d) For purposes of paragraph (c) above, Lessor shall at all times be deemed to
have sufficient taxable income and tax liability to be able to utilize the Tax
Benefits on a current basis and the fact that Lessor may lose Tax Benefits
solely because it either (i) has insufficient taxable income or tax liability or
(ii) is subject to the alternative minimum tax shall not be taken into account.
9. DELIVERY, ACCEPTANCE AND RETURN OF EQUIPMENT.
(a) Upon delivery to and acceptance by Lessee of any Equipment, Lessee shall
execute and deliver the Schedule relating to such Equipment identifying same and
acknowledging receipt thereof with all information required on the Schedule
fully completed. Lessee's execution of such Schedule shall constitute
acceptance of delivery of such Equipment and Lessee's acknowledgment that such
Equipment is in good operating order, repair, condition and appearance, is of
the manufacture, design and capacity selected by Lessee, and is suitable for the
purposes for which such Equipment is leased.
(b) Subject to the provisions of any applicable Schedule, at the expiration of
the lease term with respect to any Equipment, including any renewal thereof upon
demand Lessee shall, at its own expense, return such Equipment to Lessor at a
place reasonably designated by Lessor, in the same operating order, repair,
condition and appearance as when received, reasonable wear and tear excepted.
If upon such expiration or termination Lessee does not
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immediately return an item of Equipment to Lessor, such item shall continue to
be held subject to all the terms and conditions hereof and Base Rent and other
charges shall continue to accrue and be payable hereunder with respect to such
item until it is returned to Lessor. Payment or acceptance of any such rent or
other charge shall not be deemed a waiver of any default and shall not suspend
or otherwise affect any right or remedy hereunder including without limitation
Lessee's obligation to return immediately (and Lessor's right to take immediate
possession of) any such item.
10. MAINTENANCE. Lessee shall at its own expense, maintain and keep the
Equipment in good working order, repair, appearance and condition and make all
necessary adjustments and repairs thereto and replacements thereof, all of which
shall become the property of Lessor.
11. RENEWAL AND PURCHASE. Except as set forth in the applicable Schedule,
Lessee may not renew or extend the lease term with respect to any Equipment, nor
shall Lessee have any option to purchase such Equipment.
12. ASSIGNMENT OF WARRANTIES AND LIMITATION OF RESPONSIBILITY. LESSOR HEREBY
TRANSFERS AND ASSIGNS TO LESSEE, TO THE EXTENT ALLOWABLE BY LAW, FOR AND DURING
THE LEASE TERM OF EACH SCHEDULE WITH RESPECT TO ANY EQUIPMENT COVERED BY SUCH
SCHEDULE, THE WARRANTIES, IF ANY, OF THE MANUFACTURER ISSUED ON SUCH EQUIPMENT,
AND HEREBY AUTHORIZES LESSEE TO OBTAIN AT ITS OWN EXPENSE THE CUSTOMARY SERVICE
FURNISHED BY THE MANUFACTURER IN CONNECTION THEREWITH. LESSEE ACKNOWLEDGES THAT
LESSOR IS NOT A MANUFACTURER, THE AGENT OF A MANUFACTURER OR ENGAGED IN THE SALE
OR DISTRIBUTION OF THE EQUIPMENT AND HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY
REPRESENTATION AS TO MERCHANTABILITY, PERFORMANCE, CONDITION, FITNESS OR
SUITABILITY OF ANY OF THE EQUIPMENT FOR THE PURPOSES OF LESSEE OR MAKE ANY OTHER
REPRESENTATION WITH RESPECT THERETO. LESSOR SHALL NOT BE LIABLE TO THE LESSEE
FOR ANY LOSS, CLAIM, LIABILITY, COST, DAMAGE OR EXPENSE OF ANY KIND CAUSED, OR
ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY EQUIPMENT, OR BY AN
INADEQUACY THEREOF FOR ANY PURPOSE, OR BY ANY DEFECT THEREIN, OR THE USE OR
MAINTENANCE THEREOF, OR ANY REPAIRS, SERVICING OR ADJUSTMENTS THEREOF, OR ANY
DELAY IN PROVIDING OR FAILURE TO PROVIDE THE SAME, OR ANY INTERRUPTION OR LOSS
OF SERVICE OR USE THEREOF OR ANY LOSS OF BUSINESS, PROFITS, CONSEQUENTIAL OR
OTHER DAMAGE OF ANY NATURE. LESSEE AGREES THAT ITS OBLIGATIONS HEREUNDER SHALL
NOT IN ANY WAY BE AFFECTED BY ANY DEFECT OR FAILURE OF PERFORMANCE OF EQUIPMENT.
13. PERSONAL PROPERTY. The Equipment shall remain personal property at all
times, notwithstanding the manner in which it may be attached or affixed to
realty, and title shall at all times continue in Lessor. Lessee warrants that
at any time any of the Equipment is leased hereunder, or is removed to a new
location that Lessee shall provide to Lessor written notice thereof within
thirty (30) days of the date of such relocation and either (i) the premises in
which such Equipment will be installed will be owned by Lessee free of any liens
or encumbrances, or (ii) if not owned by Lessee free and clear of all liens or
encumbrances, the owner of such premises and/or the holder of any such liens or
encumbrances on such premises shall have consented and acknowledge that such
Equipment is and shall remain personal property subject to all the provisions of
this Lease. Lessee will obtain and record such instruments and take such steps
as may be necessary to prevent any person from acquiring any right in any
Equipment paramount to the rights of Lessor by reason of such Equipment being
deemed to be real property. If any third party should attempt to establish any
legal right in any Equipment, then Lessee shall, promptly after learning
thereof, notify Lessor in writing and, within thirty (30) days after the date of
such notice, either (i) cause such right to be waived or eliminated to the
satisfaction of Lessor or (ii) otherwise stay such action or indemnity Lessor to
Lessor's satisfaction.
14. DEFAULT AND REMEDIES.
(a) Each of the following shall constitute an event of default hereunder and
under any and all Schedules then in effect (each, an "Event of Default"): (1)
nonpayment when due of any installment of rent or other sum owing by Lessee
hereunder, under any Schedule or under any other agreement between Lessor and
Lessee if such nonpayment continues for ten (10) days; (2) Lessee's failure to
perform and comply with any other provision or condition hereunder or under any
Schedule if such failure continues for ten (10) days after written notice
thereof by Lessor to Lessee; (3) Lessee's attempt to sell, lease or encumber any
item of the Equipment without Lessor's prior written consent, or the attachment
of any lien to any such item in favor of anyone other than Lessor, or any
attempted levy, seizure or attachment on such item;
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(4) any representation or warranty made by Lessee to Lessor hereunder or under
any Schedule, certificate, agreement, instrument or other statement including
income and financial statements, proves to have been incorrect in any material
respect when made; (5) the reorganization or dissolution of Lessee or the
suspension of Lessee's present business; (6) the merger, consolidation or
transfer of a controlling stock interest in Lessee and such merger,
consolidation or transfer materially adversely affects Lessor's ability to
collect the obligations hereunder and under the Schedules; (7) Lessee's general
assignment for the benefit of creditors or commencement of any voluntary case or
proceeding for relief under the Bankruptcy Code, or any other present or future
law for the relief of debtors, or the taking of any action to authorize or
implement any of the foregoing; (8) the filing of any petition or application
against Lessee under any present or future law for the relief of debtors,
including proceedings under the Bankruptcy Code, or for the subjection of
property of Debtor to the control of any court, receiver or agency for the
benefit of creditors if such petition or application is consented to by Lessee
or not dismissed within sixty (60) days from the date of filing; (9) a default
exists under any other agreement or instrument of Lessee's with or in favor of
Lessor or any direct or indirect affiliate of Lessor; (10) the attempted
repudiation of any guaranties for obligations of Lessee to Lessor; (11) the
Pension Benefit Guaranty Corporation's commencement of proceedings under Section
4042 of the Employee Retirement Income Security Act of 1974 to terminate any
employee pension benefit plan of Lessee; (12) Lessee's failure to maintain any
of the minimum financial covenants set forth in Section 17(b) of this Lease; or
(13) the occurrence of any event described in clauses (7), (8), (9), or (11) of
this Section 14 with respect to any guarantor or the person liable for payment
or performance of Lessee's obligations under this Lease.
(b) Upon the occurrence of an Event of Default, Lessor may at its option: (1)
proceed by appropriate court action or actions, either at law or in equity, to
enforce performance by Lessee of the applicable covenants hereunder and under
any or all Schedules or to recover damages for the breach thereof or (2) cancel
Lessee's right of possession of any or all of the Equipment, whereupon all
rights of Lessee to use the Equipment shall absolutely cease and terminate, but
Lessee shall remain liable as herein provided. Upon such cancellation, Lessee
shall at its own expense, immediately redeliver such Equipment to Lessor at a
place within the continental United Sates designated by Lessor. If Lessee shall
fail to do so, Lessor may retake possession of same, free from any right of
Lessee, its successors or assigns. If Lessor elects to cancel Lessee's right of
possession of any Equipment, Lessor may recover from Lessee any and all amounts
that, under the terms of the applicable Schedule, are then due or that have
accrued to the date of such termination, and may also recover forthwith from
Lessee, as damages for loss of its bargain and not as a penalty, an amount equal
to the Stipulated Loss Value of such Equipment as of the rental payment date on
or next preceding the date of default. However, if Lessor recovers possession
of such Equipment, Lessee's obligations under the preceding sentence shall be
reduced by (1) the net amount Lessor in fact receives from the sale of any such
Equipment, or (2) at Lessor's election, the present value (determined on the
basis of the "Discount Rate" as hereinafter defined) of the noncancelable
regularly scheduled rentals receivable under a subsequent lease of any of the
Equipment, taking into account only the rentals receivable from the commencement
date of such subsequent lease until the end of the lease term for such Equipment
under the applicable Schedule. For purposes of this Section 14, the Discount
Rate shall be a rate of interest equal to four percent (4.0%) plus the "Prime
Rate" of NationsBank of Georgia, NA, Atlanta, Georgia (or any successor thereto
as announced on the day on which the commencement date of such subsequent lease
occurs.
(c) In addition to any amount recoverable under paragraph (b) above, Lessor may
recover from Lessee all Lessor's reasonable costs and expenses incurred by
reason of Lessee's breach or default, including without limitation reasonable
costs and expenses of repossession storing, holding, transporting, insuring,
servicing, repairing, maintaining, renting, and selling any Equipment and
collecting rents and other proceeds of its disposition, and fees and expenses of
attorneys in the amount fifteen percent (15%) of all amounts due on or after the
time of such breach or default (but not to exceed the amount of reasonable fees
and expenses actually incurred), and other professionals employed by Lessor in
connection with the protection and enforcement of its title and interest in any
and all Equipment and its rights under any and all Schedules. From and after
the occurrence of an event of default, any installment of rent or other sum
owing under any schedule that is not paid when due shall accrue interest from
the date of such event of default or (if later) the date such amount
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becomes due to the date it is paid, at a per annum rate equal to the lessor of
(i) fifteen percent (15%), or (ii) the highest rate, if any, permitted by
applicable law.
(d) Except as otherwise expressly provided herein, all rights and remedies of
Lessor are concurrent and cumulative. The exercise or partial exercise of any
remedy shall not restrict Lessor from further exercise of that remedy or any
other remedy provided for herein or otherwise available under applicable law.
To the extent permitted by applicable law, Lessee waives any rights now or
hereafter conferred by statute or otherwise that may require Lessor to selL
release or otherwise use or dispose of any of Equipment in mitigation of
Lessor's damages or that may otherwise limit or modify any of Lessor's rights or
remedies.
15. ASSIGNMENT BY LESSOR. Lessor may assign or transfer, and Lessee hereby
consents to the assignment or transfer, of all or any part of any Schedule or
Lessor's interest tn any Equipment without notice to Lessee. Lessee agrees that
the liability of Lessee to any assignee of Lessor, or any subsequent assignee of
such assignee, shall be absolute and unconditional and shall not be affected by
any default hereunder of Lessor whatsoever or by any breach of any warranty,
express or implied, in respect of any Equipment or Schedule. Lessee further
agrees that no such assignee shall be required to assume any of the obligations
of Lessor under any schedule except (i) the obligation in respect of the
application of any insurance monies received by such assignee, as hereinabove
provided, (ii) that the assignee shall be responsible for its own misconduct
after the assignment, and (iii) that any successor lessor shall be responsible
for the lessor's duties hereunder accruing after any such assignment. Lessee
acknowledges that no such assignment shall materially change Lessee's duties
hereunder or materially increase any burden or risk imposed on Lessee hereunder.
16. PROHIBITION OF ASSIGNMENT BY LESSEE. LESSEE SHALL NOT ASSIGN OR IN ANY WAY
DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY SCHEDULE OR
ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF ANY EQUIPMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF LESSOR, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
17. FINANCIAL AND OTHER DATA
(a) During the term of this Lease, Lessee (i) shall furnish Lessor annual
balance sheets and profit and loss statements of Lessee and of any guarantor of
Lessee's obligations under any Schedule, and (ii) at Lessor's written request,
shall furnish Lessor all other financial information and reports reasonably
requested by Lessor at any time, including quarterly or other interim balance
sheets and profit and loss statements of Lessee and of any such guarantor.
Lessee shall furnish such other information as Lessor may reasonably request at
any time concerning Lessee and its affairs, including without limitation
information concerning the Equipment covered by a Schedule.
(b) During the term of this Lease, Lessee shall maintain the following minimum
financial covenants as computed pursuant to generally acceptable accounting
principles:
(i) for each fiscal year end period, the ratio of Lessor's total
liabilities to total shareholder equity shall be less than 1.00:1;
(ii) Lessee shall maintain a minimum total shareholder equity of fourteen
million dollars as of December 31, 1995, and Lessee's total shareholder equity
shall increase by not less than one million dollars each fiscal quarter
thereafter; and
(iii) Lessee shall post a positive net profit for each fiscal year end
period.
(c) Lessee represents and warrants that all information furnished and to be
furnished by Lessee to Lessor is accurate and that all financial statements
Lessee has furnished and hereafter may furnish to Lessor, including operation
statements and statements of condition, are and will be prepared in accordance
with generally accepted accounting principles, consistently applied, and
reasonably reflect and will reflect, as of their respective dates, results of
the operations and the financial condition of Lessee and of any other entity
they purport to cover.
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18. MISCELLANEOUS.
(a) Each Schedule is and is intended to be a lease, and Lessee does not acquire
hereby or under any Schedule any right, title or interest in or to the
Equipment, except the right to use the same under the conditions hereof and
under the additional conditions set forth in the applicable Schedule. Lessee
waives any right to assert any lien or security interest on the Equipment in
Lessee's possession or control for any reason.
(b) The relationship between Lessor and Lessee shall always and only be that of
lessor and lessee. Lessee shall never at any time for any purpose whatsoever be
or become the agent of Lessor and Lessor shall not be responsible for the acts
or omissions of Lessee or its agents.
(c) At Lessor's request, Lessee shall execute, deliver, file, and record such
financing statements and other documents as Lessor shall deem necessary or
advisable to protect Lessor's interest in the Equipment and to effectuate the
purposes of this Lease. Lessee hereby irrevocably appoints Lessor as Lessee's
agent and attorney-in-fact for Lessee to execute, deliver, file, or record any
such item, and to take such action for Lessee and in Lessee's name, place and
stead.
(d) Lessor, its agents and employees shall have the right to enter any property
where Equipment is located and inspect any Equipment at any reasonable time.
Lessor's right to inspect the Equipment is solely for the benefit of Lessor and
shall not impose any obligation of any kind whatsoever on Lessor.
(e) Lessee agrees to pay Lessor a late charge equal to three percent (3%) of
the rental on all rentals not paid by Lessee to Lessor within ten (10) days of
when due and owing under the provisions of this Lease.
(f) To secure the full and punctual payment and performance of its obligations
under each Schedule, Lessee hereby grants to Lessor a security interest in all
Lessee's right, title and interest, whether now existing or hereafter arising,
in, under and to each other Schedule, lease, security agreement or other
agreement between Lessor and Lessee, and each item of Equipment or other
tangible personal property covered thereby.
(g) Lessor's rights and remedies with respect to any of the terms and
conditions of each Schedule shall be cumulative and not exclusive and
shall be in addition to all other rights and remedies in its favor. Lessor's
failure to enforce strictly any of the provisions of any Schedule shall not be
construed as a waiver thereof or as excusing Lessee from future performance.
(h) The invalidity of any portion of this Lease or any Schedule shall not
affect the force and effect of the remaining valid portions thereof.
(i) All notices shall be binding upon the parties hereto if sent to the
respective addresses set forth herein, or to such other address as either party
may designate in a written notice to the other party. Except as otherwise
expressly provided herein, all notices shall be deemed effective when deposited
in the United States mail (if sent by registered, certified or first-class mail,
postage prepaid) or when received (if sent by any other means).
(j) Except as expressly provided herein, no representation, warranty, promise,
guaranty or agreement, oral or written, expressed or implied has been made by
either party herein with respect to any Schedule or Equipment. This Lease and
the Schedules governed hereby constitute she entire agreement between the
parties herein with respect to the leasing of the Equipment. Any change or
modification to this Lease or any Schedule governed hereby must be made in
writing and signed by the parties hereto.
(k) To the extent permitted by applicable law, this is a "finance lease" under
Section 2A-103(g) of the Uniform Commercial Code. Lessee waives any right (i)
to cancel or repudiate this Lease or any Schedule governed hereby, (ii) to
reject or revoke acceptance of any item of Equipment, and (iii) to recover from
Lessor any general or consequential damages, for any reason whatsoever.
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(l) THIS LEASE AND EACH SCHEDULE INCORPORATING ITS TERMS AND CONDITIONS SHALL
BE GOVERNED BY AND CONSTRUED ACCORDING TO THE INTERNAL LAW OF THE STATE OF
GEORGIA AS OF THO DATE HEREOF, WITHOUT GIVING EFFECT TO ANY PRINCIPLE OF
CONFLICTS OF LAW OR CHOICE OF LAW THAT WOULD OTHERWISE MAKE THE LAW OF ANY OTHER
JURISDICTION THE LAW GOVERNING THIS LEASE OR ANY SUCH SCHEDULE.
(m) LESSOR AND LESSEE EACH WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER HOWEVER ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE OR ANY SCHEDULE.
(n) Lessee shall reimburse Lessor upon demand for all costs and expenses
incurred by Lessor in connection with the execution and delivery of this Lease
and the transactions contemplated hereunder including, without limitation, any
lien search and filing fees.
(o) Should Lessee give Lessor written notice of a breach of Lessor's covenant
to Lessee of quiet use and enjoyment of the Equipment and, within sixty (60)
days after such notice (the "Expiration Date"), Lessor shall fail to cure such
breach, Lessee may, effective as of the last day of the lease month following
the Expiration Date, terminate the Term of the Lease for not less than all of
the Equipment by paying Lessor, in immediately available funds, the Stipulated
Loss Value of the Equipment plus applicable taxes and all other charges then due
and owing under the Lease. Immediately upon Lessor's receipt of such payment in
full, all of Lessor's and Lessee's future obligations under the Lease shall
terminate (excepting only the obligations under Section 7 of this Lease) and,
promptly thereafter, Lessor shall execute and deliver to Lessee a bill of sale
conveying all of Lessor's right, title and interest in and to the Equipment to
Lessee, "As-Is and Where-Is" with no warranty (explicit or implicit) as to any
matter whatsoever, except that no security interest, lien or encumbrance against
the Equipment then exists that has been created by or through Lessor.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the date
first above written.
NATIONSBANC LEASING CORPORATION (LESSOR) Teletech Holdings, Inc.
(Lessee)
By: /s/ James R. Bates By: /s/ Steven B. Coburn
---------------------------------- ------------------------------
Printed Name: James R. Bates Printed Name: Steven B. Coburn
------------------------- --------------------
Title: Assistant Vice President Title: CFO
------------------------------- ---------------------------
-8-
NATIONSBANK
NATIONSBANC LEASING CORPORATION EQUIPMENT LEASE SCHEDULE
FOR MASTER EQUIPMENT LEASE AGREEMENT
- --------------------------------------------------------------------------------
SCHEDULE NUMBER 1
This Schedule, dated as of December 21, 1995, between NATIONSBANC LEASING
CORPORATION ("Lessor") and Teletech Holdings, Inc. ("Lessee") is executed
pursuant to and is subject to the terms and conditions of Master Equipment Lease
Agreement Number 08713-00300 dated as of December 21, 1995 (the "Lease").
Unless otherwise defined herein, capitalized terms used in this Schedule have
the respective meanings assigned to such terms in the Lease. Should any terms
and conditions of this Schedule conflict with any provision of the Lease, the
terms and conditions herein shall supersede conflicting terms and conditions in
the Lease.
Lessee hereby authorizes Lessor to insert herein the serial numbers and other
identification data of the Equipment, when determined by Lessor, and dates or
other omitted factual matters.
DESCRIPTION OF EQUIPMENT, the total cost of which to Lessor is $870,849.33
("Total Capitalized Cost"):
QUANTITY DESCRIPTION SERIAL NUMBER COST
1 AT&T G3R Model 07C Phone Switch $870,849.33
with Call Management System
Total Capitalized Cost $870,849.33
TERM OF LEASE WITH RESPECT TO EQUIPMENT: The term of the Lease for the
Equipment described herein is for an Interim Term commencing on the Acceptance
Date set forth below, and continuing through and including the day preceding the
Base Term Commencement Date; and for a Base Term of seventy-two (72) months
commencing on the first (1st) day of the calendar month following the Acceptance
Date (the "Base Term Commencement Date").
RENTAL: Base Rent shall be payable in seventy-two (72) consecutive monthly
installments of $14,246.29 each, or as set forth in the Schedule of Base Rent
installments attached hereto, the first Base Rent installment being payable on
the Base Term Commencement Date and the remaining Base Rent installments being
payable on the first (1st) day of each succeeding month. Lessee shall not be
obligated to pay Interim Rent.
STIPULATED LOSS VALUE: After the occurrence of any casualty loss or other event
giving Lessor the right to require payment of the Equipment's Stipulated Loss
Value, Lessor shall calculate such Stipulated Loss Value and give Lessee written
notice thereof. Such "Stipulated Loss Value", as of any particular date, shall
be the product obtained by multiplying the Total Capitalized Cost for the item
of Equipment in question by the percentage, as set forth in the attached
"Schedule of Stipulated Loss Values", specified opposite the rent installment
number becoming due immediately after the date Lessor gives Lessee notice
requiring payment of the Stipulated Loss Value (the "SLV Payment Date"). On
the SLV Payment Date, Lessee shall pay Lessor the Stipulated Loss Value plus the
rent installment then due together with any other unpaid amounts then due and
owing under this Schedule. If only a portion of the Equipment is affected by
any event causing calculation of Stipulated Loss Value, and the cost of such
portion cannot be readily determined from the Total Capitalized Cost set forth
above, then the Total Capitalized Cost for such portion shall be as reasonably
calculated by Lessor, with written notice of such Total Capitalized Cost being
sent to Lessee by Lessor.
ASSETS CLASS AND DEPRECIABLE LIFE: Lessee hereby warrants and represents that
the above described Equipment qualifies under asset guideline class 48.121 and
constitutes "5-year property" within the meaning of Internal Revenue Code
Section 168.
LOCATION-OF EQUIPMENT: Equipment will be located at 2130 Hollywood Way,
Burbank, Los Angeles, CA 91505.
INSURANCE REQUIREMENTS: In addition to the requirements set forth in the Lease,
the following shall apply:
-1-
LIABILITY: Not less than $500,000.00 combined single limit liability insurance,
including bodily injury and death and property damage, covering activities of
Lessor and Lessee and naming Lessor as additional insured.
PHYSICAL DAMAGE: Comprehensive insurance, including loss by burglary, theft,
malicious mischief and fire, for an amount not less than the Stipulated Loss
Value of the Equipment, and naming Lessor as loss payee.
END OF BASE TERM OPTIONS: In lieu of Lessee's obligation to return the
Equipment to Lessor, Lessee may, provided Lessee is not in default under any of
the provisions of the Lease or this Schedule, and upon its having provided to
Lessor written notice not less than ninety (90) days prior to the expiration of
the Base Term of its election (which shall be irrevocable) to:
(i) extend the Base Term for a period to be agreed upon by Lessee and
Lessor for an amount equal to the Equipment's then fair market rental value as
determined by Lessor. The fair market rental value shall be payable monthly by
Lessee to Lessor on the first day of each month during the extension lease term;
(ii) purchase all of Lessor's right, title and interest in and to all,
but not less than all, of the Equipment on an "As-Is", "Where-Is" basis, with no
warranties (express or implied) as to any matter whatsoever, except that no
security interest, lien or encumbrance against such Equipment then exists that
has been created by Lessor, for a purchase price equal to the then Fair Market
Value of the Equipment. Lessee shall pay Lessor the purchase price, plus any
applicable taxes, on the expiration of the Base Term in immediately available
funds;
(iii) arrange for the public or private sale of the Equipment, as of the
last day of the lease term, on the open market in a commercially reasonable
manner. Lessor shall have no obligation to solicit bids or buyers for any such
sale. Lessee shall cause the proceeds of such sale to be transmitted directly
and promptly to Lessor on the expiration of the Base Term in immediately
available funds. If the proceeds of such sale, after deducting the expenses
incurred in connection therewith, are more than $11,129.45, Lessor shall pay
such excess to Lessee. If the net proceeds are less than $11,129.45, Lessee
shall forthwith pay Lessor an amount equal to such deficiency. Upon the
consummation of such an approved sale, Lessor will execute and transmit to buyer
(or, if none, to Lessee) a bill of sale conveying all Lessor's right, title and
interest "As-Is", "Where-Is" basis, with no warranties (express or implied) as
to any matter whatsoever, except that no security interest, lien or encumbrance
against such Equipment then exists that has been created by Lessor.
RETURN CONDITIONS: In addition to the maintenance and return conditions set
forth in the Lease, the Equipment covered by this Schedule also shall be subject
to the following conditions:
1. Throughout the term of the Lease, the Equipment shall be maintained
by either the manufacturer or a factory authorized technician representing the
manufacturer. Upon Lessor's request, and upon reasonable notice, Lessor shall
have the right to (i) review and approve Lessee's maintenance procedures and
(ii) review copies of all maintenance contracts and records, such copies to be
provided by Lessee.
2. Prior to return, at Lessee's expense, the Equipment shall be
deinstalled and packaged by manufacturer's technicians or factory authorized
representatives of the manufacturer in accordance with manufacturer's
recommendations for shipment. Lessee shall deliver with the returned Equipment
(i) a certification as to the condition of the Equipment upon shipment and (ii)
all instruction manuals, service manuals, service records and descriptive
brochures (if any) relating thereto.
3. Upon Lessor's receipt thereof, the returned Equipment must be re-
certified as eligible for the manufacturer's current maintenance program, at the
manufacturer's then standard rates, the cost of such re-certification to be
borne by Lessee.
-2-
4. If a sale of the Equipment is arranged at the expiration of the term
of the Lease, Lessee shall be responsible for any applicable licensing or like
fees relating to such sale.
EARLY TERMINATION: Should the Equipment become obsolete or no longer useful in
Lessee's business, and provided that Lessee is not in default under any of the
provisions of the Lease or this Schedule, Lessee may, upon giving Lessor not
less than sixty (60) days' prior written notice (which shall be irrevocable),
terminate the lease term for not less than all the Equipment on the last day of
the 12 month of the Base Term. Upon return of the Equipment to Lessor, Lessor
shall sell the Equipment by public or private sale, for immediately available
funds, to a third party unrelated to Lessee. Lessee shall continue to pay
Lessor monthly rentals for the Equipment until Lessor receives proceeds of sale.
Lessee shall use diligent efforts to solicit bids and buyers for such a sale.
Lessor shall have the right, but no obligation, to solicit bids or buyers for
any such sale. The proceeds of sale shall be applied in the following order to:
(i) pay the reasonable expenses of (a) holding and preparing the Equipment for
sale, and (b) selling the Equipment, and; (ii) the remaining proceeds of sale
(the "Net Proceeds") to Lessor. If the Net Proceeds are less than $750,141.97,
then Lessee shall promptly pay to Lessor, as additional rent, at the same time
and in the same manner as the proceeds of sale are required to be paid to
Lessor, an amount equal to such deficiency- provided however, the maximum amount
Lessee shall pay Lessor for such deficiency shall be $651,395.30, together with
all other sums then due and owing by Lessee hereunder. Upon the consummation of
such an approved sale, Lessor will execute and transmit to buyer (or, if none,
to Lessee) a bill of sale conveying all Lessor's right, title and interest "As-
Is", "Where-Is" basis with no warranties (express or implied) as to any matter
whatsoever, except that no security interest, lien or encumbrance against such
Equipment then exists that has been created by Lessor.
Early Purchase Option: Provided Lessee is not in default under any provisions of
the Lease or this Schedule, Lessee may, upon giving Lessor not less than sixty
(60) days' prior written notice (which shall be irrevocable), purchase all, but
not less than all, of the Equipment from Lessor "as is, where is" with no
warranty (explicit or implicit) as to any matter whatsoever, on the last day of
any month of the Base Term identified below as a "Purchase Month" for a purchase
price equal to the amount set forth below opposite such Purchase Month plus
applicable taxes. Lessee shall remit such purchase price, together with all
other amounts due and owing hereunder, in immediately available funds.
PURCHASE MONTH PURCHASE PRICE
-------------- --------------
57th $219,541.09
60th 179,220.77
63rd 138,116.69
NO MATERIAL ADVERSE CHANGE: Lessee represents and warrants that there has been
no material adverse change in its business or financial condition since December
20, 1995. Lessor shall not be obligated to execute this Schedule and lease the
Equipment hereunder to Lessee if there shall have occurred any change in
applicable law that would have a material adverse impact on the transaction
contemplated hereby or there shall have occurred a material adverse change (in
Lessor's sole judgment) in the financial or business condition of Lessee.
ACKNOWLEDGMENT OF RECEIPT OF EQUIPMENT: Lessee acknowledges that the Equipment
described herein above has been delivered to and received by it, is conforming
as represented, and is acceptable and satisfactory to it and that the same has
been irrevocably accepted as Equipment leased by Lessee under this Schedule as
of the date written below (the "Acceptance Date").
-3-
NATIONSBANC LEASING CORPORATION (LESSOR) Teletech Holdings, Inc. (Lessee)
By: /s/ James R. Bates By: /s/ Steven B. Coburn
----------------------------------- ----------------------------
Printed Name: James R. Bates Printed Name: Steven B. Coburn
------------------------- ------------------
Title: Assistant Vice President Title: Chief Financial Officer
--------------------------------- -------------------------
Acceptance Date: 1/12/96
07N72
-4-
NATIONSBANK
NATIONSBANC LEASING CORPORATION SCHEDULE OF STIPULATED LOSS VALUES
FOR EQUIPMENT LEASE SCHEDULE
- --------------------------------------------------------------------------------
SCHEDULE NUMBER 1
This Schedule of Stipulated Loss Values is made a part of Equipment Schedule
Number 1 dated December 21, 1995 to Master Equipment Lease Agreement Number
08713-00300 dated December 21, 1995, between NATIONSBANC LEASING CORPORATION
("LESSOR") and Teletech Holdings, Inc. ("Lessee").
Base Rent Stipulated Base Rent Stipulated Base Rent Stipulated
Installment Loss Value Installment Loss Value Installment Loss
Number Percent Number Percent Number Value Percent
------ ------- ------ ------- ------ -------------
1 98.32027 25 70.19976 49 35.65580
2 97.25744 26 68.91200 50 34.16787
3 96.19461 27 67.61516 51 32.67003
4 95.12364 28 66.30921 52 31.17005
6 94.03753 29 64.99868 53 29.66010
6 92.94319 30 63.67898 54 28.14796
7 91.83362 31 62.35464 55 26.62581
8 90.71572 32 61.02107 56 25.09360
9 89.58945 33 59.67823 57 23.55911
10 88.44781 34 58.33065 58 22.01451
11 87.29772 35 56.97375 59 20.45975
12 86.13912 36 55.60749 60 20.00000
13 84.96501 37 54.23639 61 20.00000
14 83.78231 38 52.85586 62 20.00000
15 82.59097 39 51.46588 63 20.00000
16 81.39096 40 50.06638 64 20.00000
17 70.18249 41 48.66192 65 20.00000
18 78.96527 42 47.24789 66 20.00000
19 77.73951 43 45.82882 67 20.00000
20 76.50494 44 44.40013 68 20.00000
21 75.261S1 45 42.96178 69 20.00000
22 74.00944 46 41.51829 70 20.00000
23 72.74844 47 38.60208 71 20.00000
24 71.47848 48 37.13386 72 20.00000
IN WITNESS WHEREOF, the Lessor and Lessee have caused this Schedule of
Stipulated Loss Values to be executed this twenty-first (21st) day of
December, 1995.
NATIONSBANC LEASING CORPORATION (LESSOR) Teletech Holdings, Inc. (Debtor)
By: /s/ James R. Bates By: /s/ Steven B. Coburn
------------------------------------ ----------------------------
Printed Name: James R. Bates Printed Name: Steven B. Coburn
------------------------- ------------------
Title: Assistant Vice President Title: Chief Financial Officer
-------------------------------- -------------------------
-5-
NATIONSBANK
NATIONSBANC LEASING CORPORATION EQUIPMENT LEASE SCHEDULE
FOR MASTER EQUIPMENT LEASE AGREEMENT
- --------------------------------------------------------------------------------
SCHEDULE NUMBER 2
This Schedule, dated as of March 7, 1996, between NationsBanc Leasing
Corporation, as Lessor, and Teletech Holdings, Inc., as Lessee, is executed
pursuant to and is subject to the terms and conditions of Master Equipment Lease
Agreement Number 08713-00300 dated as of December 21, 1995 (the "Lease"). Unless
otherwise defined herein, capitalized terms used in this Schedule have the
respective meanings assigned to such terms in the Lease. Should any terms and
conditions of this Schedule conflict with any provision of the Lease, the terms
and conditions herein shall supersede conflicting terms and conditions in the
Lease.
Lessee hereby authorizes Lessor to insert herein the serial numbers and other
identification data of the Equipment, when determined by Lessor, and dates or
other omitted factual matters.
DESCRIPTION OF EQUIPMENT, the total cost of which to Lessor is $119,990.00
("Total Capitalized Cost"):
See Exhibit A - Description of Equipment attached hereto and made a part hereof.
TERM OF LEASE WITH RESPECT TO EQUIPMENT: The term of the Lease for the Equipment
described herein is for an Interim Term commencing on the Acceptance Date set
forth below, and continuing through and including the day preceding the Base
Term Commencement Date; and for a Base Term of sixty (60) months commencing on
the 1st day of the calendar month following the Acceptance Date (the "Base Term
Commencement Date").
RENTAL: Base Rent shall be payable in sixty (60) consecutive monthly
installments of $2,045.83 each, or as set forth in the Schedule of Base Rent
installments attached hereto, the first Base Rent installment being payable on
the Base Term Commencement Date and the remaining Base Rent installments being
payable on the 1st day of each succeeding month.
STIPULATED LOSS VALUE: After the occurrence of any casualty loss or other event
giving Lessor the right to require payment of the Equipment's Stipulated Loss
Value, Lessor shall calculate such Stipulated Loss Value and give Lessee written
notice thereof Such "Stipulated Loss Value", as of any particular date, shall be
the product obtained by multiplying the Total Capitalized Cost for the item of
Equipment in question by the percentage, as set forth in the attached "Schedule
of Stipulated Loss Values", specified opposite the rent installment number
becoming due immediately after the date Lessor gives Lessee notice requiring
payment of the Stipulated Loss Value (the "SLV Payment Date"). On the SLV
Payment Date, Lessee shall pay Lessor the Stipulated Loss Value plus the rent
installment then due, together with any other unpaid amounts then due and owing
under this Schedule. If only a portion of the Equipment is affected by any event
causing calculation of Stipulated Loss Value, and the cost of such portion
cannot be readily determined from the Total Capitalized Cost set forth above,
then the Total Capitalized Cost for such portion shall be as reasonably
calculated by Lessor, with written notice of such Total Capitalized Cost being
sent to Lessee by Lessor.
ASSETS CLASS AND DEPRECIABLE LIFE: Lessee hereby warrants and represents that
the above described Equipment qualifies under asset guideline class 57 and
constitutes "5-year property" within the meaning of Internal Revenue Code
Section 168.
LOCATION OF EQUIPMENT: Equipment will be located at 400 East 84th Avenue #200,
Thornton, Adams, CO 80229.
INSURANCE REQUIREMENTS: In addition to the requirements set forth in the Lease,
the following shall apply:
-1-
LIABILITY: Not less than $500,000.00 combined single limit liability insurance,
including bodily injury and death and property damage, covering activities of
Lessor and Lessee and naming Lessor as additional insured.
PHYSICAL DAMAGE: Comprehensive insurance, including loss by burglary, theft,
malicious mischief and fire, for an amount not less than the Stipulated Loss
Value of the Equipment, and naming Lessor as loss payee.
END OF BASE TERM OPTIONS: In lieu of Lessee's obligation to return the
Equipment to Lessor, Lessee may, provided Lessee is not in default under any of
the provisions of the Lease or this Schedule, and upon its having provided to
Lessor written notice not less than ninety (90) days prior to the expiration of
the Base Term of its election (which shall be irrevocable) to:
(i) purchase all of Lessor's right, title and interest in and to all,
but not less than all, of the Equipment for a purchase price equal to the
greater of (a) the then Fair Market Value of the Equipment, or (b) $23,998.00.
(ii) elect to extend the Base Term for a period to be agreed upon by
Lessee and Lessor for an amount equal to the Equipment's then fair market rental
value as determined by Lessor. The fair market rental value shall be payable
monthly by Lessee to Lessor on the first day of each month during the extension
lease term.
Should Lessee elect to return the Equipment to Lessor, in accordance with the
terms and conditions of the Lease, Lessee shall pay to Lessor a reconditioning
charge equivalent to $7,199.40 simultaneous with Lessee's return of such
Equipment to Lessor.
EARLY PURCHASE OPTION: Provided Lessee is not in default under any provisions
of the Lease or this Schedule, Lessee may, upon giving Lessor not less than
sixty (60) days' prior written notice (which shall be irrevocable), purchase
all, but not less than all, of the Equipment from Lessor "as is, where is" with
no warranty (explicit or implicit) as to any matter whatsoever, on the last day
of the 52nd month of the Base Term for a purchase price equal to the amount of
$41,672.53 plus applicable taxes. Lessee shall remit such purchase price,
together with all other amounts due and owing hereunder, in immediately
available funds.
OTHER CONDITIONS:
NO MATERIAL ADVERSE CHANGE: Lessee represents and warrants that there has been
no material adverse change in its business or financial condition since December
20, 1995. Lessor shall not be obligated to execute this Schedule and lease the
Equipment hereunder to Lessee if there shall have occurred any change in
applicable law that would have a material adverse impact on the transaction
contemplated hereby or there shall have occurred a material adverse change (in
Lessor's sole judgment) in the financial or business condition of Lessee.
ACKNOWLEDGMENT OF RECEIPT OF EQUIPMENT: Lessee acknowledges that the Equipment
described herein above has been delivered to and received by it, is conforming
as represented, and is acceptable and satisfactory to it, and that the same has
been irrevocably accepted as Equipment leased by Lessee under this Schedule as
of the date written below (the "Acceptance Date").
NationsBanc Leasing Corporation Teletech Holdings, Inc.
By: /s/ James R. Bates By: /s/ Steven B. Coburn
------------------------------ ------------------------------
Printed Name: James R. Bates Printed Name: Steven B. Coburn
-------------------- --------------------
Title: Assistant Vice President Title: Vice President/CFO
--------------------------- ---------------------------
Acceptance Date: 3/12/96
-----------
-2-
EXHIBIT A TO EQUIPMENT LEASE SCHEDULE NUMBER 2
Lessee: Teletech Holdings, Inc.
Lessor: NationsBanc Leasing Corporation
Quantity Description Serial Number Cost
1 Cummins Generator, 1000DFJD 69164, L950594824, Exide $119,990.00
Total Cap Cost $119,990.00
-3-
NATIONSBANKS
NATIONSBANC LEASING CORPORATION SCHEDULE OF STIPULATED LOSS VALUES
FOR EQUIPMENT LEASE SCHEDULE
- --------------------------------------------------------------------------------
SCHEDULE NUMBER 2
This Schedule of Stipulated Loss Values is made a part of Equipment
Schedule No. 2, dated March 7, 1996, to Master Equipment Lease Agreement Number
08713-00300, dated as of December 21, 1995, between NationsBanc Leasing
Corporation (as "Lessor") and Teletech Holdings, Inc. (as "Lessee").
Base Rent Stipulated Loss Base Rent Stipulated Loss
Install Number Value Percent Install Number Value Percent
-------------- ------------- -------------- -------------
1 100.46682 35 59.18790
2 99.42322 36 57.79243S
3 98.37090 37 56.38667
4 97.30806 38 54.97594
5 96.23642 39 53.55487
6 95.15595 40 52.12875
7 94.06484 41 50.69222
8 92.96480 42 49.24523
9 91.85580 43 47 79309
10 90.73603 44 46.33041
11 89.60721 45 44.85716
12 88.46930 46 43.37863
13 87.32226 47 41.88946
14 86.15914 48 40.38960
15 84.98678 49 38.87900
16 83.79824 50 37.34997
17 82.60033 51 35.8iol4
18 81.39303 52 34.26478
19 80.16939 53 32.70855
20 78.93624 54 31.14138
21 77.69353 55 29.56857
22 76.43433 56 27.98476
23 75.16545 57 26.38990
24 73.88686 58 24.78928
25 72.59851 59 23.17752
26 71.30112 60 21.55459
27 69.99388
28 68.67752
29 67.35123
30 66.01497
31 64.66945
32 63.31388
33 61.94821
34 60.57315
In Witness Whereof, Lessee and Lessor have caused this Schedule of
stipulated Loss Values to be executed by its authorized officers.
NationsBanc Leasing Corporation Teletech Holdings, Inc.
By: /s/ James R. Bates By: /s/ Steven B. Coburn
------------------------------ ------------------------------
Printed Name: James R. Bates Printed Name: Steven B. Coburn
-------------------- --------------------
Title: Assistant Vice President Title: Vice President/CFO
--------------------------- ---------------------------
-4-
NATIONSBANKS
NATIONSBANC LEASING CORPORATION EQUIPMENT LEASE SCHEDULE
FOR MASTER EQUIPMENT LEASE AGREEMENT
- --------------------------------------------------------------------------------
SCHEDULE NUMBER 3
This Schedule, dated as of April 24, 1996, between NATIONSBANC LEASING
CORPORATION, as Lessor, and Teletech Holdings, Inc., as Lessee, is executed
pursuant to and is subject to the terms and conditions of Master Equipment Lease
Agreement Number 08713-00300 dated as of December 21, 1995 (the "Lease").
Unless otherwise defined herein, capitalized terms used in this Schedule have
the respective meanings assigned to such terms in the Lease. Should any terms
and conditions of this Schedule conflict with any provision of the Lease, the
terms and conditions herein shall supersede conflicting terms and conditions in
the Lease.
Lessee hereby authorizes Lessor to insert herein the serial numbers and other
identification data of the Equipment, when determined by Lessor, and dates or
other omitted factual matters.
DESCRIPTION OF EQUIPMENT, the total cost of which to Lessor is $994,825.05
("Total Capitalized Cost"):
QUANTITY DESCRIPTION COST
One (1) AT&T G3R Model 07C Phone Switch with
Call Management System and all present and
future accessions and attachments thereto. $994,825.05
TERM. The term of the Lease for the Equipment described herein is for a Base
Term of seventy-two (72) months commencing on May 1, 11996 (the "Base Term
Commencement Date").
RENTAL. Base Rent shall be payable in seventy-two (72) consecutive monthly
rental installments of $ 17,001.56 each commencing on the Base Term Commencement
Date, the first Base Rent installment being payable on the Base Term
Commencement Date and the remaining Base Rent installments being payable on the
first (1st) day of each succeeding month.
STIPULATED LOSS VALUE: After the occurrence of any casualty loss or other event
giving Lessor the right to require payment of the Equipment's Stipulated Loss
Value, Lessor shall calculate such Stipulated Loss Value and give Lessee-written
notice thereof Such Stipulated Loss Value", as of any particular date, shall be
the product obtained by multiplying the Total Capitalized Cost for the item of
Equipment in question by the percentage, as set forth in the attached "Schedule
of Stipulated Loss Values", specified opposite the rent installment number
becoming due immediately after the date Lessor gives Lessee notice requiring
payment of the Stipulated Loss Value (the "SLV Payment Date"). On the SLV
Payment Date, Lessee shall pay Lessor the Stipulated Loss Value plus the rent
installment then due, together with any other unpaid amount then due and owing
under this Schedule. If only a portion of the Equipment is affected by [any
event causing calculation of Stipulated Loss Value and the cost of such portion
cannot be readily determined from the Total Capitalized Cost set forth above,
then the Total Capitalized Cost for such portion shall be as reasonably
calculated by Lessor, with written notice of such Total Capitalized Cost being
sent to Lessee by Lessor.
ASSETS CLASS AND DEPRECIABLE LIFE: Lessee hereby warrants and represents that
the above described Equipment qualifies under asset guideline class 57 and
constitutes "5-year property" within the meaning of Internal Revenue Code
Section 168.
LOCATION OF EQUIPMENT: Equipment will be located at 400 East 8th Avenue, #200,
Thornton, CO 80229.
INSURANCE REQUIREMENTS: In addition to the requirements set forth in the Lease,
the following shall apply:
-1-
LIABILITY: Not less than $500,000.00 combined single limit liability insurance,
including bodily injury and death and property damage covering activities of
Lessor and Lessee and naming Lessor as additional insured.
PHYSICAL DAMAGE: Comprehensive insurance, including loss by burglary, theft,
malicious mischief and fire, for an amount not less than the Stipulated Loss
Value of the Equipment, and naming Lessor as loss payee.
END OF BASE TERM OPTIONS: In lieu of Lessee's obligation to return the
Equipment to Lessor, Lessee may, provided Lessee is not in default under any of
the provisions of the Lease or this Schedule, and upon its having provided to
Lessor written notice not less than ninety (90) days prior to the expiration of
the Base Term of its election (which shall be irrevocable) to:
(i) extend the Base Term for a period to be agreed upon by Lessee and
Lessor for an amount equal to the Equipment's then fair market rental value as
determined by Lessor. The fair market rental value shall be payable monthly by
Lessee to Lessor on the first (1st) day of each month during the extension lease
term: or,
(ii) purchase all of Lessor's right, title and interest in and to all,
but not less than all, of the Equipment on an "As-Is", "Where-Is" basis, with no
warranties (express or implied) as to any matter whatsoever, except that no
security interest, lien or encumbrance against such Equipment then exists that
has been created by Lessor, for a purchase price equal to the then Fair Market
Value of the Equipment Lessee shall pay Lessor the purchase price, plus any
applicable taxes, on the expiration of the Base Term in immediately available
funds, or,
(iii) arrange for the public or private sale of the Equipment, as of the
last day of the lease term, on the open market in a commercially reasonable
manner. Lessor shall have no obligation to solicit bids or buyers for any such
sale. Lessee shall cause the proceeds of such sale to be transmitted directly
and promptly to Lessor on the expiration of the Base Term in immediately
available funds. If the proceeds of such sale, after deducting the expenses
incurred in connection therewith, are more than $33,127.67, Lessor shall pay
such excess to Lessee. If the net proceeds are less than $33,127.67, Lessee
shall forthwith pay Lessor an amount equal to such deficiency. Upon the
consummation of such an approved sale, Lessor will execute and transmit to buyer
(or, if none, to Lessee) a bill of sale conveying all Lessor's right, title and
interest "As-Is", "Where-Is" basis, with no warranties (express or implied) as
to any matter whatsoever, except that no security interest, lien or encumbrance
against such Equipment then exists that has been created by Lessor.
RETURN CONDITIONS: In addition to the maintenance and return conditions set
forth in the Lease, the Equipment covered by this Schedule also shall be subject
to the following conditions:
1. Throughout the term of the Lease, the Equipment shall be maintained
by either the manufacturer or a factory authorized technician representing the
manufacturer. Upon Lessor's request, and upon reasonable notice, Lessor shall
have the right to (i) review and approve Lessee's maintenance procedures and
(ii) review copies of all maintenance contracts and records, such copies to be
provided by Lessee.
Prior to return, at Lessee's expense, the Equipment shall be
deinstalled and packaged by manufacturer's technicians or factory authorized
representatives of the manufacturer in accordance with manufacturer's
recommendations for shipment. Lessee shall deliver with the returned Equipment
(i) a certification as to the condition of the Equipment upon shipment and (ii)
all instruction manuals, service manuals, service records and descriptive
brochures (if any) relating thereto.
3. Upon Lessor's receipt thereof, the returned Equipment must be re-
certified as eligible for the manufacturer's current maintenance program, at the
manufacturer's then standard rates, the cost of such re-certification to be
borne by Lessee.
-2-
4. If a sale of the Equipment is arranged at the expiration of the term
of the Lease, Lessee shall be responsible for any applicable licensing or like
fees relating to such sale.
EARLY TERMINATION: Should the Equipment become obsolete or no longer useful in
Lessee's business, and provided that Lessee is not in default under any of the
provisions of the Lease or this Schedule, Lessee may, upon giving Lessor not
less than sixty (60) days' prior written notice (which shall be irrevocable),
terminate the lease term for not less than all the Equipment on the last day of
the 12 month of the Base Term. Upon return of the Equipment to Lessor, Lessor
shall sell the Equipment by public or private sale, for immediately available
funds, to a third party unrelated to Lessee. Lessee shall continue to pay
Lessor monthly rentals for the Equipment until Lessor receives proceeds of sale.
Lessee shall use diligent efforts to solicit bids and buyers for such a sale.
Lessor shall have the right, but no obligation, to solicit bids or buyers for
any such sale. The proceeds of sale shall be applied in the following order to:
(i) pay the reasonable expenses of (a) holding and preparing the Equipment for
sale, and (b) selling the Equipment, and; (ii) the remaining proceeds of sale
(the "Net Proceeds") to Lessor. If the Net Proceeds are less than $889,075.14,
then Lessee shall promptly pay to Lessor, as additional rent, at the same time
and in the same manner as the proceeds of sale are required to be paid to
Lessor, an amount equal to such deficiency- provided however, the maximum amount
Lessee shall pay Lessor for such deficiency shall be $740,647.24, together with
all other sums then due and owing by Lessee hereunder. Upon the consummation of
such an approved sale, Lessor will execute and transmit to buyer (or, if none,
to Lessee) a bill of sale conveying all Lessor's right, title and interest "As-
Is", "Where-Is" basis, with no warranties (express or implied) as to any matter
whatsoever, except that no security interest, lien or encumbrance against such
Equipment then exists that has been created by Lessor.
EARLY PURCHASE OPTION: Provided Lessee is not in default under any provisions
of the Lease or this Schedule, Lessee may, upon giving Lessor not less than
sixty (60) days' prior written notice (which shall be irrevocable), purchase
all, but not less than all, of the Equipment from Lessor "as is, where is" with
no warranty (explicit or implicit) as to any matter whatsoever, on the last day
of any month of the Base Term identified below as a "Purchase Month" for a
purchase price equal to the amount set forth below opposite such Purchase Month
plus applicable taxes. Lessee shall remit such purchase price, together with
all other amounts due and owing hereunder, in immediately available funds.
PURCHASE MONTH PURCHASE PRICE
-------------- --------------
57th $291,483.73
60th $245,721.78
63rd $198,766.04
NO MATERIAL ADVERSE CHANGE: Lessee represents and warrants that there has been
no material adverse change in its business or financial condition since December
20, 1995. Lessor shall not be obligated to execute this Schedule and lease the
Equipment hereunder to Lessee if there shall have occurred any change in
applicable law that would have a material adverse impact on the transaction
contemplated hereby or there shall have occurred a material adverse change (in
Lessor's sole judgment) in the financial or business condition of Lessee.
ACKNOWLEDGMENT OF RECEIPT OF EQUIPMENT: Lessee acknowledges that the Equipment
described herein above has been delivered to and received by it, is conforming
as represented, and is acceptable and satisfactory to it and that the same has
been irrevocably accepted as Equipment leased by Lessee under this Schedule as
of the date written below (the "Acceptance Date").
-3-
NationsBanc Leasing Corporation Teletech Holdings, Inc.
By: /s/ James R. Bates By: /s/ Steven B. Coburn
------------------------------ ------------------------------
Printed Name: James R. Bates Printed Name: Steven B. Coburn
-------------------- --------------------
Title: Assistant Vice President Title: CFO
--------------------------- ---------------------------
Acceptance Date: 5/2/96
-----------------
-4-
NATIONSBANKS
NATIONSBANC LEASING CORPORATION EQUIPMENT LEASE SCHEDULE
FOR MASTER EQUIPMENT LEASE AGREEMENT
- --------------------------------------------------------------------------------
SCHEDULE NUMBER 3
This Schedule of Stipulated Loss Values is made a part of Equipment
Schedule Number 3, dated April 24, 1996, to Master Equipment Lease Agreement
Number 08713-00300 dated December 21, 1995, between NATIONSBANC LEASING
CORPORATION ("LESSOR") and Teletech Holdings, Inc. ("Lessee").
Base Rent Stipulated Base Rent Stipulated Base Rent Stipulated
Installment Loss Value Installment Loss Value Installment Loss
Number Percent Number Percent Number Value Percent
- ------------ ---------- ----------- ---------- ----------- -------------
1 100.54004 25 74.10036 49 41.30242
2 99.57074 26 72.85051 50 39.81230
3 98.58894 27 71.59075 51 38.31622
4 97.59768 28 70.32014 52 36.80811
5 96.59691 29 69.03863 53 35.28793
6 95.58350 30 67.74705 54 33.76163
7 94.56047 31 66.44447 55 32.22316
8 93.52777 32 65.13083 56 30.67246
9 92.48227 33 63.80696 57 29.11548
10 91.42698 34 62.47192 58 27.54619
11 90.36188 35 61.12567 59 25.96451
12 89.28689 36 59.76814 60 24.37039
13 88.19429 37 58.40530 61 22.77364
14 87.09168 38 57.03111 62 21.15901
15 85.97131 39 55.65152 63 20.00000
16 84.84080 40 54.26050 64 20.00000
17 83.70008 41 52.85797 65 20.00000
18 82.54141 42 51.44992 66 20.00000
19 81.37241 43 50.03028 67 20.00000
20 80.19301 44 48.59900 68 20.00000
21 78.99548 45 47.16205 69 20.00000
22 77.78741 46 45.71337 70 20.00000
23 76.56876 47 44.25291 71 20.00000
24 75.33947 48 42.78060 72 20.00000
IN WITNESS WHEREOF, the Lessor and Lessee have caused this Schedule of
Stipulated Loss Values to be executed this (2) day of May, 1996.
NATIONSBANC LEASING CORPORATION (LESSOR) Teletech Holdings, Inc. (Lessee)
By: /s/ James R. Bates By: /s/ Steven B. Coburn
------------------------------ ------------------------------
Printed Name: James R. Bates Printed Name: Steve Coburn
Title: Assistant Vice President Title: CFO
-5-
NATIONSBANK
NATIONSBANC LEASING CORPORATION EQUIPMENT LEASE SCHEDULE FOR
MASTER EQUIPMENT LEASE AGREEMENT
- --------------------------------------------------------------------------------
SCHEDULE NUMBER 4
This Schedule, dated as of April 24, 1996, between NATIONSBANC LEASING
CORPORATION, as Lessor, and Teletech Holdings, Inc., as Lessee, is executed
pursuant to and is subject to the terms and conditions of Master Equipment Lease
Agreement Number 08713-00300 dated as of December 21, 1995 (the "Lease").
Unless otherwise defined herein, capitalized terms used in this Schedule have
the respective meanings assigned to such terms in the Lease. Should any terms
and conditions of this Schedule conflict with any provision of the Lease, the
terms and conditions herein shall supersede conflicting terms and conditions in
the Lease.
Lessee hereby authorizes Lessor to insert herein the serial numbers and other
identification data of the Equipment, when determined by Lessor, and dates or
other omitted factual matters.
DESCRIPTION OT EQUIPMENT, the total cost of which to Lessor is $56,834.02
("Total Capitalized Cost"):
DESCRIPTION COST
Operating software for AT&T G3R Model 07C Phone $56,834.02
Switch with Call Management System
TERM. The term of the Lease for the Equipment described herein is for a Base
Term of sixty-eight (68) months commencing on May 1, 1996 (the "Base Term
Commencement Date").
Rental. Base Rent shall be payable in sixty-eight (68) consecutive monthly
rental installments of $977.54 each commencing on the Base Term Commencement
Date, the first Base Rent installment being payable on the Base Term
Commencement Date and the remaining Base Rent installments being payable on the
first (lst) day of each succeeding month.
Stipulated Loss Value: After the occurrence of any casualty loss or other event
giving Lessor the right to require payment of the Equipment's Stipulated Loss
Value, Lessor shall calculate such Stipulated Loss Value and give Lessee written
notice thereof. Such "Stipulated Loss Value", as of any particular date, shall
be the product obtained by multiplying the Total Capitalized Cost for the item
of Equipment in question by the percentage, as set forth in the attached
"Schedule of Stipulated Loss Values", specified opposite the rent installment
number becoming due immediately after the date Lessor gives Lessee notice
requiring payment of the Stipulated Loss Value (the "SLV Payment Date"). On the
SLV Payment Date, Lessee shall pay Lessor the Stipulated Loss Value plus the
rent installment then due, together with any other unpaid amounts then due and
owing under this Schedule. If only a portion of the Equipment is affected by
any event causing calculation of Stipulated Loss Value, and the cost of such
portion cannot be readily determined from the Total Capitalized Cost set forth
above, then the Total Capitalized Cost for such portion shall be as reasonably
calculated by Lessor, with written notice of such Total Capitalized Cost being
sent to Lessee by Lessor.
ASSETS CLASS AND DEPRECIABLE LIFE: Lessee hereby warrants and represents that
the above described Equipment qualifies under asset guideline class 00.13 and
constitutes "5-year property" within the meaning of Internal Revenue Code
Section 168.
LOCATION OF EQUIPMENT: Equipment will be located at 2130 Hollywood Way,
Burbank, CA 91505.
INSURANCE REQUIREMENTS: In addition to the requirements set forth in the Lease,
the following shall apply:
LIABILITY: Not less than $500,000.00 combined single limit liability insurance,
including bodily injury and death and property damage, covering activities of
Lessor and Lessee and naming Lessor as additional insured.
-1-
PHYSICAL DAMAGE: Comprehensive insurance, including loss by burglary, theft,
malicious mischief and fire, for an amount not less than the Stipulated Loss
Value of the Equipment, and naming Lessor as loss payee.
END OF BASE TERM OPTIONS: In lieu of Lessee's obligation to return the
Equipment to Lessor, Lessee may, provided Lessee is not in default under any of
the provisions of the Lease or this Schedule, and upon its having provided to
Lessor written notice not less than ninety (90) days prior to the expiration of
the Base Term of its election (which shall be irrevocable) to:
(i) extend the Base Term for a period to be agreed upon by Lessee and
Lessor for an amount equal to the Equipment's then fair market rental value as
determined by Lessor. The fair market rental value shall be payable monthly by
Lessee to Lessor on the first (1st) day of each month during the extension lease
term: or,
(ii) purchase all of Lessor's right, title and interest in and to all,
but not less than all, of the Equipment on an "As-Is", "Where-Is" basis, with no
warranties (express or implied) as to any matter whatsoever, except that no
security interest, lien or encumbrance against such Equipment then exists that
has been created by Lessor, for a purchase price equal to the then Fair Market
Value of the Equipment. Lessee shall pay Lessor the purchase price, plus any
applicable taxes, on the expiration of the Base Term in immediately available
funds; or,
(iii) arrange for the public or private sale of the Equipment, as of the
last day of the lease term, on the open market in a commercially reasonable
manner. Lessor shall have no obligation to solicit bids or buyers for any such
sale. Lessee shall cause the proceeds of such sale to be transmitted directly
and promptly to Lessor on the expiration of the Base Term in immediately
available funds. If the proceeds of such sale, after deducting the expenses
incurred in connection therewith, are more than $3,029.25, Lessor shall pay such
excess to Lessee. If the net proceeds are less than $3,029.25, Lessee shall
forthwith pay Lessor an amount equal to such deficiency. Upon the consummation
of such an approved sale, Lessor will execute and transmit to buyer (or, if
none, to Lessee) a bill of sale conveying all Lessor's right, title and interest
"As-Is", "Where-Is" basis, with no warranties (express or implied) as to any
matter whatsoever, except that no security interest, lien or encumbrance against
such Equipment then exists that has been created by Lessor.
RETURN CONDITIONS: In addition to the maintenance and return conditions set
forth in the Lease, the Equipment covered by this Schedule also shall be subject
to the following conditions:
1. Throughout the term of the Lease, the Equipment shall be maintained by
either the manufacturer or a factory authorized technician representing the
manufacturer. Upon Lessor's request, and upon reasonable notice, Lessor shall
have the right to (i) review and approve Lessee's maintenance procedures and
(ii) review copies of all maintenance contracts and records, such copies to be
provided by Lessee.
2. Prior to return, at Lessee's expense, the Equipment shall be
deinstalled and packaged by manufacturer's technicians or factory authorized
representatives of the manufacturer in accordance with manufacturer's
recommendations for shipment. Lessee shall deliver with the returned Equipment
(i) a certification as to the condition of the Equipment upon shipment and (ii)
all instruction manuals, service manuals, service records and descriptive
brochures (if any) relating thereto.
3. Upon Lessor's receipt thereof, the returned Equipment must be re-
certified as eligible for the manufacturer's current maintenance program, at the
manufacturer's then standard rates, the cost of such re-certification to be
borne by Lessee.
4. If a sale of the Equipment is arranged at the expiration of the term of
the Lease, Lessee shall be responsible for any applicable licensing or like fees
relating to such sale.
EARLY TERMINATION: Should the Equipment become obsolete or no longer useful in
Lessee's business, and provided that Lessee is not in default under any of the
provisions of the Lease
-2-
or this Schedule, Lessee may, upon giving Lessor not less than sixty (60) days'
prior written notice (which shall be irrevocable), terminate the lease term for
not less than all the Equipment on the last day of the 8th month of the Base
Term. Upon return of the Equipment to Lessor, Lessor shall sell the Equipment
by public or private sale, for immediately available funds, to a third party
unrelated to Lessee. Lessee shall continue to pay Lessor monthly rentals for
the Equipment until Lessor receives proceeds of sale. Lessee shall use diligent
efforts to solicit bids and buyers for such a sale. Lessor shall have the
right, but no obligation, to solicit bids or buyers for any such sale. The
proceeds of sale shall be applied in the following order to: (i) pay the
reasonable expenses of (a) holding and preparing the Equipment for sale, and (b)
selling the Equipment, and; (ii) the remaining proceeds of sale (the "Net
Proceeds") to Lessor. If the Net Proceeds are less than $52,571.46, then Lessee
shall promptly pay to Lessor, as additional rent, at the same time and in the
same manner as the proceeds of sale are required to be paid to Lessor, an amount
equal to such deficiency; provided however, the maximum amount Lessee shall pay
Lessor for such deficiency shall be $44,353.26, together with all other sums
then due and owing by Lessee hereunder. Upon the consummation of such an
approved sale, Lessor will execute and transmit to buyer (or, if none, to
Lessee) a bill of sale conveying all Lessor's right, title and interest "As-Is",
"Where-Is" basis, with no warranties (express or implied) as to any matter
whatsoever, except that no security interest, lien or encumbrance against such
Equipment then exists that has been created by Lessor.
EARLY PURCHASE OPTION: Provided Lessee is not in default under any provisions
of the Lease or this Schedule, Lessee may, upon giving Lessor not less than
sixty (60) days' prior written notice (which shall be irrevocable), purchase
all, but not less than all, of the Equipment from Lessor "as is, where is" with
no warranty (explicit or implicit) as to any matter whatsoever, on the last day
of any month of the Base Term identified below as a "Purchase Month" for a
purchase price equal to the amount set forth below opposite such Purchase Month
plus applicable taxes. Lessee shall remit such purchase price, together with
all other amounts due and owing hereunder, in immediately available funds.
PURCHASE MONTH PURCHASE PRICE
53th $14,327.85
56th $11,696.44
59th $9,013.87
NO MATERIAL ADVERSE CHANGE: Lessee represents and warrants that there has been
no material adverse change in its business or financial condition since December
20, 1995. Lessor shall not be obligated to execute this Schedule and lease the
Equipment hereunder to Lessee if there shall have occurred any change in
applicable law that would have a material adverse impact on the transaction
contemplated hereby or there shall have occurred a material adverse change (in
Lessor's sole judgment) in the financial or business condition of Lessee.
ACKNOWLEDGMENT OF RECEIPT OF EQUIPMENT: Lessee acknowledges that the Equipment
described herein above has been delivered to and received by it, is conforming
as represented, and is acceptable and satisfactory to it, and that the same has
been irrevocably accepted as Equipment leased by Lessee under this Schedule as
of the date written below (the "Acceptance Date").
NationsBanc Leasing Corporation (Lessor) Teletech Holdings, Inc. (Lessee)
By: /s/ James R. Bates By: /s/ Steven B. Coburn
------------------------------ -------------------------------
Printed Name: James R. Bates Printed Name: Steven B. Coburn
--------------------- ---------------------
Title: Assistant Vice President Title: CFO
--------------------------- --------
Acceptance Date: 5/2/96
-------
-3-
NATIONSBANC
NATIONSBANC LEASING CORPORATION SCHEDULE OF STIPULATED LOSS VALUES
FOR EQUIPMENT LEASE SCHEDULE
- --------------------------------------------------------------------------------
SCHEDULE NUMBER 4
This Schedule of Stipulated Loss Values is made a part of Equipment Schedule
Number 4 dated April 26, 1996, to Master Equipment Lease Agreement Number
08713-00300 dated December 21, 1995, between NationsBanc Leasing Corporation
("Lessor") and Teletech Holdings, Inc. ("Lessee").
Base Rent Stipulated Base Rent Stipulated Base Rent Stipulated
Installment Loss Value Installment Loss Value Installment Loss
Number Percent Number Percent Number Value Percent
------ ------- ------ ------- ------ -------------
1 100.25352 25 67.93636 49 29.06994
2 98.99215 26 66.37266 50 27.24694
3 97.71947 27 64.79916 51 25.40990
4 96.43540 28 63.21282 52 23.56674
5 95.13628 29 61.61357 53 21.70943
6 93.82565 30 60.00435 54 20.00000
7 92.50345 31 58.38211 55 20.00000
8 91.16601 32 56.74679 56 20.00000
9 89.81688 33 55.10132 57 20.00000
10 88.45600 34 53.44266 58 20.00000
11 87.08331 35 51.77075 59 20.00000
12 85.69336 36 50.08552 60 20.00000
13 84.29147 37 48.39492 61 20.00000
14 82.87218 38 46.69091 62 20.00000
15 81.44080 39 44.98144 63 20.00000
16 79.99726 40 43.25847 64 20.00000
17 78.53613 41 41.52193 65 20.00000
18 77.06270 42 39.77978 66 20.00000
19 75.57692 43 38.02396 67 20.00000
20 74.07334 44 36.25442 68 20.00000
21 72.55725 45 34.47910 69 20.00000
22 71.02860 46 32.68996 70 20.00000
23 69.48733 47 30.88693
IN WITNESS WHEREOF, the Lessor and Lessee have caused this Schedule of
Stipulated Loss Values to be executed this (2) day of May, 1996.
NationsBanc Leasing Corporation (Lessor) Teletech Holdings, Inc. (Lessee)
By: /s/ James R. Bates By: /s/ Steven B. Coburn
------------------------------ ------------------------------
Printed Name: James R. Bates Printed Name: Steven Coburn
--------------------- ---------------------
Title: Assistant Vice President Title: CFO
---------------------------- ----------------------------
-4-
NATIONSBANK
NATIONSBANC LEASING CORPORATION ADDENDUM 1 TO
LEASE SCHEDULES
- --------------------------------------------------------------------------------
RE: Equipment Lease Schedules Numbers 1 and 4 dated December 21, 1995, and
April 26, 1996 respectively (individually "Schedule 1" or "Schedule 4" as
applicable or a "Schedule", collectively the "Schedules") to that certain
Master Equipment Lease Agreement Number 08713-00300 (collectively with the
Schedules, the "Lease") dated December 21, 1995, between NATIONSBANC
LEASING CORPORATION ("Lessor") and Teletech Holdings, Inc. ("Lessee").
THIS LEASE ADDENDUM, is entered into and delivered by Lessor and Lessee this
twenty-sixth (26th) day of April, 1996.
Whereas, Lessor and Lessee entered into and delivered the Lease for the lease by
Lessor to Lessee of the equipment described in the Schedules; and
Whereas, the Equipment leased under Schedule 4 has been permanently affixed to
the Equipment leased under Schedule 1.
Now, therefore, in consideration of good and valuable consideration, the receipt
and sufficiency whereof is hereby acknowledged, Lessor and Lessee agree as
follows:
1. The occurrence of any casualty loss or other event giving Lessor the
right to require immediate payment of the Stipulated Loss Value of the
Equipment leased under Schedule 1 or Schedule 4 shall constitute an
event giving Lessor the right to require immediate payment of the
Stipulated Loss Value of the Equipment leased under both Schedules.
2. Lessee's election to exercise any such termination option with respect
to Schedule 1 shall constitute an event giving Lessor the right to
require immediate payment of the Stipulated Loss Value of the
Equipment leased under Schedule 4.
3. The Stipulated Loss Value of the equipment leased under a Schedule
shall be calculated as set forth in that respective Schedule.
4. Lessee's rights and obligations regarding any Renewal, Purchase
Option, or return of the Equipment leased under the Schedules, shall
be exercised and satisfied consistently and concurrently with respect
to the Equipment leased under each Schedule.
5. If Lessee exercises any rights of Renewal or Purchase Options, Lessor
may, in Lessor's sole discretion, determine any fair market rental
values or Fair Market Values of the Equipment leased under the
Schedules as a single item or as multiple items of Equipment.
6. By the reference hereinabove, the terms and conditions of the Lease
are hereby incorporated in this Addendum. Any capitalized terms used,
but not defined, herein shall have the same meanings ascribed them in
the Lease.
IN WITNESS WHEREOF, the parties hereto have caused this Lease Addendum to be
duly executed as of the day and year first above written.
NATIONSBANC LEASING CORPORATION (Lessor) Teletech Holdings, Inc. (Lessee)
By: /s/ James R. Bates By: /s/ Steven B. Coburn
------------------------------- ----------------------------
Printed Name: James R. Bates Printed Name: Steven B. Coburn
--------------------- -------------------
Title: Assistant Vice President Title: CFO
--------------------------- -----
-5-