SCHEDULE TO MASTER LEASE AGREEMENT [LOGO FOR U.S. BANCORP
APPEARS HERE]
Schedule Number 11389.001
---------
THIS SCHEDULE made as of December 17, 1996, by and between U.S. BANCORP
LEASING & FINANCIAL ("Lessor"), having its principal place of business at 825
N.E. Multnomah, Suite 800, Portland, Oregon 97232, and Ready-Mix, Inc.
("Lessee"), having its principal place of business located at 3430 E. Flamingo,
Suite 100, Las Vegas, Nevada 89121, to the Master Lease Agreement dated as of
December 17, 1996 between the Lessee and the Lessor (the "Lease"). Capitalized
terms used but not defined herein are used with the respective meanings
specified in the Lease.
LESSOR AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:
(a) The following specified equipment (the "Property") is hereby made and
constituted Property for all purposes pursuant to the Lease:
Twelve (12) new International trucks, model F5070, mounted with 11 cubic
yard Bridgemaster III mixers. The serial number and mixer number for each
vehicle follows: 2HTTWAHTOVC029176, 43133-09079; 2HTTWAHT6VC029196, 43132-
09078; 2HTTWAHT9VC027118, 43147-09086; 2HTTWAHT3VCO29169, 43145-09084;
2HTTWAHT1VC029171, 43168-09098; 2HTTWAHTXVCO29170, 43178-09101;
2HTTWAHT9VC029175, 43165-09095; 2HTTWAHT1VC029185, 42938-08979;
2HTTWAHT3VC029172, 42873-08955; 2HTTWAHT2VC029177, 42940-08981;
2HTTWAHT6VC029179, 43101-09063; 2HTTWAHT4VC029178, 42877-08956.
Each of the above units are complete as equipped including, but not limited
to, all attachments, accessories & replacements relating thereto.
(b) The cost of the Property is $1,330,800.00;
Please Initial Here: /s/ KDN
---
(c) This Schedule shall commence on January 1, 1997 and shall continue for 60
months thereafter.
(d) Lessee shall owe 60 basic monthly rental payments in arrears each in the
amount of $20,557.13 (plus applicable sales/use taxes). The first such
payment shall be due on February 1, 1997 and shall continue on the same day
of each month thereafter until the end of the term of this Schedule. In
addition, Lessee shall pay daily pro rata rental in the amount of $685.24
per day (plus applicable sales/use taxes) from the date on which Lessee
executes the Delivery and Acceptance Certificate for the Property through
December 31, 1996. Such daily pro rata rental shall be due and payable at
signing of the Certificate.
(e) The Property will be installed or stored at the following address: 1501
Highway 168, Moapa, Nevada 89025, COUNTY: Clark;
(f) The record owner of the premises at which the Property will be installed or
stored is: ;
1. LATE CHARGE. If any installment of Rent shall not be received by Lessor or
Lessor's Assignee within ten (10) days after such amount is due, Lessee shall
pay to Lessor a late charge equal to five percent (5.0%) of such overdue amount.
2. TRAC OBLIGATION. a. In addition to the rental payments specifies above,
Lessor is also entitled to recover a residual value equal to thirty percent
(30%) of the cost of the Property as set forth herein (the "Residual Value")
plus a Lease Termination Fee of $500.00.
b. At the end of the Term hereof, Lessee may purchase the Property for the
Residual Value. Lessee shall give written notice ninety (90) days prior to Lease
expiration of Lessee's intent to purchase the Property. Should Lessee elect not
to purchase the Property, Lessor shall dispose of any or all of the Property by
selling such Property for the highest cash offer then reasonably available, or
by re-leasing such Property on terms and conditions acceptable to Lessor. The
proceeds of any sale of the property shall be deemed to be the "Market Value" of
the Property. If the disposition is by re-lease, the Market Value of the
Property shall be the present value of the rental stream of the re-lease
discounted at a rate acceptable to the Lessee and Lessor.The Market Value shall
then be reduced by a Lease Termination Fee of $500.00 plus all expenses incurred
by Lessor in
2
connection with the recovery and disposition of the Property. The remaining
balance shall be referred to as the "Residual Credit." If the Residual Credit
exceeds the Residual Value, Lessor shall promptly pay the amount of such excess
to Lessee as adjusted rent. If the Residual Credit is less than the Residual
Value, Lessee shall promptly pay the amount of such deficiency to Lessor as
adjusted rent. However, in no event shall Lessee's obligation be greater than
9.0% of the total cost of the Property.
c. Upon receipt of payment from Lessee of the Residual Value together with
any and all applicable sales or other taxes due in connection therewith, and any
and all remaining sums or other amounts payable under this Schedule, Lessor
shall transfer all its right, title and interest in and to the Property to
Lessee. The Property shall be transferred "As Is" and "Where Is" without any
express or implied representations or warranties.
d. Should Lessee fail to comply with the foregoing, then Lessor, at its
sole option, shall have the right to: a) demand immediate return of the
Property, or, b) extend the Term for an additional six (6) months (the "Extended
Term"). Should Lessor elect to extend the Term, Lessee shall be irrevocably
obligated to remit basic monthly rent for the period beginning on the day
immediately succeeding the last day of the original Term (the "Holdover Date")
and ending at the end of the sixth (6) month thereafter, a payment of such rent
being due on the Holdover Date and on the same day of each consecutive month
thereafter. Each payment of such rent shall be in the amount of the basic
monthly rent for the last month of the Term in accordance with the provisions of
this Schedule. All Lessee's other obligations under the Lease shall remain in
full force and effect for so long as Lessee shall continue to possess the
Property. Any and all rental payments pursuant to this Paragraph shall be
deemed for all intents and purposes to be payments for possession and use of the
Property after the expiration of the Term, and shall not be credited to any
other obligation of Lessee to Lessor. Lessor's invoicing and/or accepting any
such payment shall not give rise to any right, title or interest of Lessee
other than to possession and use of the Property during the period to which such
rent applies in accordance with this Paragraph. The aforesaid right to charge
Lessee rent for possession and use of the Property is not in limitation or
derogation of any of Lessor's rights pursuant to the Lease.
3. DEPRECIATION. Lessor will be entitled to modified accelerated cost recovery
depreciation based on 100% of Property Cost using the 200% declining balance
method, switching to straight line, for 5 year Property, and zero salvage value.
IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this Schedule
to be duly executed as of the day and year first above written.
Ready-Mix, Inc.
By: /s/Kenneth D. Nelson
-----------------------------------------
Kenneth D. Nelson
Vice President
U.S. BANCORP LEASING & FINANCIAL
By:
-----------------------------------------
An Authorized Officer Thereof
Address for All Notices:
U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232
Machine Tool Finance Group General Equipment Group
(800) 225-8029 (503) 7970-0222 (800) 253-3468 (503) 797-0200
[LOGO OF U.S. BANCORP
APPEARS HERE]
TRAC ADDENDUM TO
LEASE AGREEMENT
(USAGE/OWNERSHIP)
Schedule Number 11389.001
Addendum to the Master Lease Agreement ("Lease") dated as of December
17, 1996 and Schedule Number 11389.001 dated December 18, 1996 between U.S.
Bancorp Leasing & Financial ("Lessor"), and Ready-Mix, Inc. ("Lessee").
Capitalized terms used but not defined herein are used with the same meaning as
set forth in the Lease.
Lessee certifies, under penalty of perjury, that it intends that more
than 50% of the use of the Property will be in the trade or business of the
Lessee.
Lessee hereby acknowledges and agrees that Lessee has been advised that
Lessee will not be treated as the owner of the Property for Federal income tax
purposes.
Dated: December 18, 1996
(LESSEE)
Ready-Mix, Inc.
By /s/ Kenneth D. Nelson
-----------------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, OR 97232
DELIVERY AND ACCEPTANCE CERTIFICATE [LOGO OF U.S. BANCORP
AND LEASE AMENDMENT APPEARS HERE]
Schedule Number 11389.001
---------
This Certificate is delivered to and for the benefit of Lessor and
pertains to the following personal property (the "Property") which is the
subject of Schedule Number 11389.001, dated as of December 17, 1996, to Master
Lease Agreement, dated as of December 17, 1996, between U.S. BANCORP LEASING &
FINANCIAL as Lessor and Ready-Mix, Inc. as Lessee (the "Lease"):
Twelve (12) new International trucks, model F5070, mounted with 11
cubic yard Bridgemaster III mixers. The serial number and mixer number
for each vehicle follows: 2HTTWAHTOVC029176,43133-09079;
2HTTWAHT6VC029196, 43132-09078; 2HTTWAHT9VC02118, 43147-09086;
2HTTWAHT3VCO29169, 43145-09084; 2HTTWAHT1VC029171, 43168-09098;
2HTTWAHTXVCO29170, 43178-09101; 2HTTWAHT9VC029175, 43165-09095;
2HTTWAHT1VC029185, 42938-08979; 2HTTWAHT3VC029172, 42873-08955;
2HTTWAHT2VC029177, 42940-08981; 2HTTWAHT6VC029179, 43101-09063;
2HTTWAHT4VC029178, 42877-08956.
Each of the above units are complete as equipped including, but not
limited to, all attachments, accessories & replacements relating
thereto.
To the extent that the above description has been altered by us or
differs from the Property description set forth in the Lease (including, but not
limited to, changes to model or serial numbers), we certify that such
alterations or differences are accurate and we acknowledge that, based upon this
certification: 1) the Lease is hereby amended to reflect the above Property
description; and 2) Lessor is hereby authorized to execute on our behalf and to
file amendment(s) to any Financing Statements filed under the Uniform Commerical
Code in connection with the Lease, provided that all such amendments are
consistent with the above Property description.
WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been
delivered to us; b) any necessary installation of the Property has been fully
and satisfactorily performed; c) after full inspection thereof, we have accepted
the Property for all purposes as of the date hereof; d) Lessor has fully and
satisfactorily satisfied all its obligations under the Lease; e) any and all
conditions to the effectiveness of the Lease or to our obligations thereunder
have been satisfied; f) we have no defenses, set-offs or counterclaims to any
such obligations; g) the Lease is in full force and effect; and, h) no Event of
Default has occurred under the Lease.
WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or
in the future to reject the Property or to revoke our acceptance thereof has
terminated as of the date of hereof; b) we hereby waive any such right by the
execution hereof; c) the date of this Certificate is the earliest date upon
which the certifications, acknowledgments, representations and warranties made
herein could be correctly and properly made. We hereby acknowledge that Lessor
is relying on this Certificate as a condition to making payment for the
Property.
IN WITNESS WHEREOF, we have executed this Certificate as of the 23rd
day of December, 1996.
Ready-Mix, Inc.
---------------
Upon satisfactory installation and
delivery please sign, date and return to:
U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800 By: /s/ Kenneth D. Nelson
Portland, Oregon 97232 -----------------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232
[LOGO OF U.S. BANCORP APPEARS HERE]
INSURANCE AUTHORIZATION
Note/Schedule Number 11389.001
---------
To: __________________[Agent Name]
__________________[Street Address]
__________________[City, State, Zip]
__________________[Agent Phone]
From: Ready-Mix, Inc.
1501 Highway 168
Moapa, Nevada 89025
In connection with one or more financing arrangements (the "Transactions")
between ourselves and U. S. BANCORP LEASING & FINANCIAL (USBLF), you are hereby
authorized to issue a certificate of insurance naming U.S. BANCORP LEASING &
FINANCIAL OR ASSIGNEE THEREOF as Additional Insured and as Loss Payee as its
interest may appear.
Property Cost: $1,330,800.00:
With respect to physical damage coverage, please describe USBLF's interest as
follows:
"Certificate Holder is an Additional Insured and Loss Payee with
regard to all equipment financed or leased by Policy Holder
through or from Certificate Holder."
The required coverage is to be as provided in the Transaction, including,
without limitation, fire, extended coverage, vandalism, theft and general
liability.
We understand that if such certificate is not provided, U.S. BANCORP
LEASING FINANCIAL has the right under the Transactions to purchase such
insurance at our expense.
Ready-Mix, Inc.
---------------
By: /s/ Kenneth D. Nelson
----------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, OR 97232
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the Uniform
Commercial Code. This Statement remains effective for a period of five years from
the date of filing, subject to extensions for additional periods of five years by
refiling or filing a continuation statement (UCC-3)
- ---------------------------------------------------------------------------------------------
XA. Debtor(s): 2a. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Ready-Mix, Inc. Tax I.D. #930594454
Tax I.D.86-0830443
----------
2B. Address of Secured Party from which
XB. Mailing address(es) Security Information is obtainable
3430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved for Filing Officer Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
X. This financing statement covers the following types (or items) of collateral No. of additional sheets attached____.
Twelve (12) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer
number for each vehicle follows:
2HTTWAHT0VC029176, 43133-09079; 2HTTWAHT6VC029196, 43132-09078; 2HTTWAHT9VC027118, 43147-09086; 2HTTWAHT3VCO29169, 43145-09084;
2HTTWAHT1VC029171, 43168-09098; 2HTTWAHTXVCO29170, 43178-09101; 2HTTWAHT9VC029175, 43165-09095; 2HTTWAHT1VC029185, 42938-08979;
2HTTWAHT3VC029172, 42873-08955; 2HTTWAHT2VC029177, 42940-08981; 2HTTWAHT6VC029179, 43101-09063; 2HTTWAHT4VC029178, 42877-08956.
Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements
relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
--------------------------------------
4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark)
First State Bank of Taos
dba First Capital Group
4b. Address of Assignee:
111 Lomas N.W., Suite 502
Albuquerque, NM 87102
Attn: Susan Yulo
- ------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in
collateral. (Check [X] if so)
[_] already subject to a security interest in another jurisdiction when it was brought
into this state.
[_] which is proceeds of the original collateral described above in which a security
interest was perfected:
- ------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.
- ------------------------------------------------------------------------------------------------------------------------------------
Filed with : Secretary of State - NV
- ------------------------------------------------------------------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ----------------------------------------------------------- ---------------------------------------------------------------
by: /s/ Kenneth D. Nelson, Vice President by:
------------------------------------------------------- ------------------------------------------------------------
Kenneth D. Nelson, Vice President Documentation Specialist
Signature(s) of Debtors Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-1
- ------------------------------------------------------------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.001
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the
Uniform Commercial Code. This Statement remains effective for a period of five
years from the date of filing, subject to extensions for additional periods of
five years by refiling or filing a continuation statement (UCC-3)
- ---------------------------------------------------------------------------------------------
1A. Debtor(s): 2A. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Ready-Mix, Inc. Tax I.D. #930594454
Tax I.D.86-0830443
----------
2B. Address of Secured Party form which
1B. Mailing address(es) Security Information is obtainable
3430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved for Filing Officer Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
3. This financing statement covers the following types (or items) of collateral
No. of additional sheets attached____.
Twelve (12) new International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers. The serial number and mixer number for each vehicle
follows: 2HTTWAHTOVC027010, 42868-08952; 2HTTWAHT0VC029176, 43133-09079;
2HTTWAHT6VC029196, 43132-09078; 2HTTWAHT9VC027118, 43147-09086;
2HTTWAHT3VCO29169, 43145-09084; 2HTTWAHT1VC029171, 43168-09098;
2HTTWAHTXVCO29170, 43178-09101; 2HTTWAHT9VC029175, 43165-09095;
2HTTWAHT1VC029185, 42938-08979; 2HTTWAHT3VC029172, 42873-08955;
2HTTWAHT2VC029177, 42940-08981; 2HTTWAHT6VC029179, 43101-09063;
2HTTWAHT4VC029178, 42877-08956.
Each of the above units are complete as equipped including, but not limited
to, all attachments, accessories & replacements relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
--------------------------------------
4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
First State Bank of Taos
DBA First Capital Group
4b. Address of Assignee:
111 Lomas N.W., Suite 502
Albuquerque, NM 87102
Attn: Susan Yulo
- ------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security
interest in collateral. (Check [X] if so)
[_] already subject to a security interest in another jurisdiction when it
was brought into this state.
[_] which is proceeds of the original collateral described above in which a
security interest was perfected:
- --------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered.
[_] Products of collateral are also covered.
- --------------------------------------------------------------------------------
Filed with : Secretary of State - NV
- --------------------------------------------------------------------------------
Ready-Mix, Inc.
- -----------------------------------------------------------
by: /s/ Kenneth D. Nelson, Vice President
-------------------------------------------------------
Kenneth D. Nelson, Vice President
Signature(s) of Debtors
U.S. BANCORP LEASING & FINANCIAL
- ----------------------------------------------------------------------
by:
-------------------------------------------------------------------
Documentation Specialist
Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-1
- --------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.001
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the Uniform
Commercial Code. This statement remains effective for a period of five years from
the date of filing, subject to extensions for additional periods of five years by
refiling or filing a continuation statement (UCC-3)
- ---------------------------------------------------------------------------------------------
XA. Debtor(s): 2a. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Ready-Mix, Inc. Tax I.D. #930594454
Tax I.D.86-0830443
----------
2B. Address of Secured Party from which
XB. Mailing address(es) Security Information is obtainable
3430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved for Filing Officer Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
X. This financing statement covers the following types (or items) of collateral No. of additional sheets attached____.
Twelve (12) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer
number for each vehicle follows:
2HTTWAHT0VC029176, 43133-09079; 2HTTWAHT6VC029196, 43132-09078; 2HTTWAHT9VC027118, 43147-09086; 2HTTWAHT3VCO29169, 43145-09084;
2HTTWAHT1VC029171, 43168-09098; 2HTTWAHTXVCO29170, 43178-09101; 2HTTWAHT9VC029175, 43165-09095; 2HTTWAHT1VC029185, 42938-08979;
2HTTWAHT3VC029172, 42873-08955; 2HTTWAHT2VC029177, 42940-08981; 2HTTWAHT6VC029179, 43101-09063; 2HTTWAHT4VC029178, 42877-08956.
Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements
relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
--------------------------------------
4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025
First State Bank of Taos
DBA First Capital Group
4b. Address of Assignee:
111 Lomas N.W., Suite 502
Albuquerque, NM 87102
Attn: Susan Yulo
- ------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in
collateral. (Check [X] if so)
[_] already subject to a security interest in another jurisdiction when it was brought
into this state.
[_] which is proceeds of the original collateral described above in which a security
interest was perfected:
- ------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.
- ------------------------------------------------------------------------------------------------------------------------------------
Filed with : Secretary of State - NV
- ------------------------------------------------------------------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ----------------------------------------------------------- ---------------------------------------------------------------
by: /s/ Kenneth D. Nelson, Vice President by:
------------------------------------------------------- ------------------------------------------------------------
Kenneth D. Nelson, Vice President Documentation Specialist
Signature(s) of Debtors Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-1
- ------------------------------------------------------------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.001
SCHEDULE TO MASTER LEASE AGREEMENT
[LOGO OF U.S. BANCORP APPEARS HERE]
Schedule Number 11389.002
---------
THIS SCHEDULE made as of December 17, 1996, by and between U.S.BANCORP
LEASING & FINANCIAL ("Lessor"), having its principal place of business at 825
N.E. Multnomah, Suite 800, Portland, Oregon 97232, and Ready-Mix, Inc.
("Lessee"), having its principal place of business located at 3430 E. Flamingo,
Suite 100, Las Vegas, Nevada 89121, to the Master Lease Agreement dated as of
December 17, 1996 between the Lessee and the Lessor (the "Lease"). Capitalized
terms used but not defined herein are used with the respective meanings
specified in the Lease.
LESSOR AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:
(a) The following specified equipment (the "Property") is hereby made and
constituted Property for all purposes pursuant to the Lease:
Ten (10) new International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers. The serial number and mixer number for each
vehicle follows: 2HTTWAHTOVCO27010, 42868-08952; 2HTTWAHT0VC027007, 42854-
08946; 2HTTWAHT7VC027120, 43042-09033; 2HTTWAHT7VCO27117, 42928-08975;
2HTTWAHT2VC027123, 42919-08971; 2HTTWAHT5VCO17208, 43026-09024;
2HTTWAHT0VC027122, 42920-08972; 2HTTWAHT2VCO29180, 43078-09049;
2HTTWAHT9VC027121, 43077-09048; 2HTTWAHT4VC027012, 42872-08954.
Each of the above units are complete as equipped including, but not limited to,
all attachments, accessories & replacements relating thereto.
(b) The cost of the Property is $1,109,000.00;
Please Initial Here: ?
---
(c) This Schedule shall commence on January 1, 1997 and shall continue for 60
months thereafter.
(d) Lessee shall owe 60 basic monthly rental payments in arrears each in the
amount of $17,130.94 (plus applicable sales/use taxes). The first such
payment shall be due on February 1, 1997 and shall continue on the same day
of each month thereafter until the end of the term of this Schedule. In
addition, Lessee shall pay daily pro rata rental in the amount of $571.03
per day (plus applicable sales/use taxes) from the date on which Lessee
executes a Delivery and Acceptance Certificate for the Property through
December 31, 1996. Such daily pro rata rental shall be due and payable at
signing of the Certificate.
(e) The Property will be installed or stored at the following address: 1501
Highway 168, Moapa, Nevada 89025, COUNTY: Clark;
(f) The record owner of the premises at which the Property will be installed or
stored is: ;
1. LATE CHARGE. If any installment of Rent shall not be received by Lessor or
Lessor's Assignee within ten (10) days after such amount is due, Lessee shall
pay to Lessor a late charge equal to five percent (5.0%) of such overdue amount.
2. TRAC OBLIGATION. a. In addition to the rental payments specified above,
Lessor is also entitled to recover a residual value equal to thirty percent
(30%) of the cost of the Property as set forth herein (the "Residual Value")
plus a Lease Termination Fee of $500.00.
b. At the end of the Term hereof, Lessee may purchase the Property for
the Residual Value. Lessee shall give written notice ninety (90) days prior to
Lease expiration of Lessee's intent to purchase the Property. Should Lessee
elect not to purchase the Property, Lessor shall dispose of any or all of the
Property by selling such Property for the highest cash offer then reasonably
available, or by re-leasing such Property on terms and conditions acceptable to
Lessor. The proceeds of any sale of the Property shall be deemed to be the
"Market Value" of the Property. If the disposition is by re-lease, the Market
Value of the Property shall be the present value of the rental stream of the
re-lease discounted at a rate acceptable to Lessee and Lessor. The Market Value
shall then be reduced by a Lease Termination Fee of $500.00 plus all expenses
incurred by Lessor in connection with the recovery and disposition of the
Property. The remaining balance shall be referred to as the "Residual Credit."
If the Residual Credit exceeds the Residual Value, Lessor shall promptly pay the
amount of such excess to Lessee as adjusted rent. If the Residual Credit is less
than the Residual Value, Lessee shall promptly pay the amount of such deficiency
to Lessor
2
as adjusted rent. However, in no event shall Lessee's obligation be greater than
9.0% of the total cost of the Property.
c. Upon receipt of payment from Lessee of the Residual Value together with
any and applicable sales or other taxes due in connection therewith, and any and
all remaining sums or other amounts payable under this Schedule, Lessor shall
transfer all its right, title and interest in and to the Property to Lessee.
The Property shall be transferred "As Is" and "Where Is" without any express or
implied representations or warranties.
d. Should Lessee fail to comply with the foregoing, then Lessor, at its
sole option, shall have the right to: a) demand immediate return of the
Property; or, b) extend the Term for an additional six (6) months (the "Extended
Term"). Should Lessor elect to extend the Term, Lessee shall be irrevocably
obligated to remit basic monthly rent for the period beginning on the day
immediately succeeding the last day of the original Term (the "Holdover Date")
and ending at the end of the sixth (6) month thereafter, a payment of such rent
being due on the Holdover Date and on the same day of each consecutive month
thereafter. Each payment of such rent shall be in the amount of the basic
monthly rent for the last month of the Term in accordance with the provisions of
this Schedule. All Lessee's other obligations under the Lease shall remain in
full force and effect for so long as Lessee shall continue to possess the
Property. Any and all rental payments pursuant to this Paragraph shall be deemed
for all intents and purposes to be payments for possession and use of the
Property after the expiration of the Term, and shall not be credited to any
other obligation of Lessee to Lessor. Lessor's invoicing and/or accepting any
such payment shall not give rise to any right, title or interest of Lessee other
than to possession and use of the Property during the period to which such rent
applies in accordance with this Paragraph. The aforesaid right to charge Lessee
rent for possession and use of the Property is not in limitation or derogation
of any Lessor's rights pursuant to the Lease.
3. DEPRECIATION. Lessor will be entitled to modified accelerated cost recovery
depreciation based on 100% of Property Cost using the 200% declining balance
method, switching to straight line, for 5 year Property, and zero salvage value.
IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this
Schedule to be duly executed as of the day and year first above written.
Ready-Mix, Inc.
By: /s/ Kenneth D. Nelson
---------------------------
Kenneth D. Nelson
Vice President
U.S. BANCORP LEASING & FINANCIAL
By:
-----------------------------
An Authorized Officer Thereof
Address for All Notices:
U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232
Machine Tool Finance Group General Equipment Group
(800) 225-8029 (503) 797-02222 (800) 253-3468 (503) 797-0200
TRAC ADDENDUM TO [LOGO OF U.S. BANCORP APPEARS HERE]
LEASE AGREEMENT
(USAGE/OWNERSHIP)
Schedule Number 11389.002
Addendum to the Master Lease Agreement ("Lease") dated as of December 17,
1996 and Schedule Number 11389.002 dated December 17, 1996 between U.S. Bancorp
Leasing & Financial ("Lessor"), and Ready-Mix, Inc. ("Lessee"). Capitalized
terms used but not defined herein are used with the same meaning as set forth in
the Lease.
Lessee certifies, under penalty of perjury, that it intends that more than
50% of the use of the Property will be in the trade or business of the Lessee.
Lessee hereby acknowledges and agrees that Lessee has been advised that
Lessee will not be treated as the owner of the Property for Federal income tax
purposes.
Dated: December 17, 1996
(LESSEE)
Ready-Mix, Inc.
By: /s/ Kenneth D. Nelson
----------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, OR 97232
[LOGO OF U.S. BANCORP APPEARS HERE]
DELIVERY AND ACCEPTANCE CERTIFICATE
AND LEASE AGREEMENT
Schedule Number 11389.002
---------
This Certificate is delivered to and for the benefit of Lessor and
pertains to the following personal property (the "Property") which is the
subject of Schedule Number 11389.002, dated as of December 17, 1996, to Master
--------- -----------------
Lease Agreement, dated as of December 17, 1996, between U.S. BANCORP LEASING &
-----------------
FINANCIAL as Lessor and Ready-Mix, Inc. as Lessee (the "Lease"):
---------------
Ten(10) new International trucks, model F5070, mounted with 11 cubic
yard Bridgemaster III mixers. The serial number and mixer number for
each vehicle follows: 2HTTWAHTOVC027010, 42868-08952;
2HTTWAHT0VC027007, 42854-08946; 2HTTWAHT7VC027120, 43042-09033;
2HTTWAHT7VCO27117, 42928-08975; 2HTTWAHT2VC027123,42919-08971;
2HTTWAHT5VCO17208,43026-09024; 2HTTWAHT0VC027122,42920-08972;
2HTTWAHT2VC029180,43078-09049; 2HTTWAHT9VC027121,43077-09048;
2HTTWAHT4VC027012,42872-08954.
Each of the above units are complete as equipped including, but not
limited to, all attachments, accessories & replacements relating
thereto.
To the extent that the above description has been altered by us or
differs from the Property description set forth in the Lease (including, but
not limited to, changes to model or serial numbers), we certify that such
alterations or differences are accurate and we acknowledge that, based upon this
certification: 1) the Lease is hereby amended to reflect the above Property
description; and 2) Lessor is hereby authorized to execute on our behalf and to
file amendments(s) to any Financing Statements filed under the Uniform
Commercial Code in connection with the Lease, provided that all such amendments
are consistent with the above Property description.
WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been
delivered to us; b) any necessary installation of the Property has been fully
and satisfactorily performed; c) after full inspection thereof, we have accepted
the Property for all purposes as of the date hereof; d) Lessor has fully and
satisfactorily satisfied all its obligations under the Lease; e) any and all
conditions to the effectiveness of the Lease or to our obligations thereunder
have been satisfied; f) we have no defenses, set-offs or counterclaims to any
such obligations; g) the Lease is in full force and effect; and, h) no Event of
Default has occurred under the Lease.
WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or in
the future to reject the Property or to revoke our acceptance thereof has
terminated as of the date of hereof; b) we hereby waive any such right by the
execution hereof; c) the date of this Certificate is the earliest date upon
which the certifications, acknowledgments, representations and warranties made
herein could be correctly and properly made. We hereby acknowledge that Lessor
is relying on this Certificate as a condition to making payment for the
Property.
IN WITNESS WHEREOF, we have executed this Certificate as of the 23rd day
of December, 1996.
Ready-Mix, Inc.
---------------
Upon satisfactory installation and
delivery please sign, date and return to:
U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232 By: /s/ Kenneth D. Nelson
----------------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232
INSURANCE AUTHORIZATION [LOGO OF U.S. BANCORP
APPEARS HERE]
Note/Schedule Number 11389.002
---------
To: ______________________[Agent Name]
______________________[Street Address]
______________________[City, State, Zip]
______________________[Agent Phone]
From: Ready-Mix, Inc.
1501 Highway 168
Moapa, Nevada 89025
In connection with one or more financing arrangements (the "Transactions")
between ourselves and U.S. BANCORP LEASING & FINANCIAL (USBLF), you are hereby
authorized to issue a certified of insurance naming U.S. BANCORP LEASING &
FINANCIAL OR ASSIGNEE THEREOF as Additional Insured and as Loss Payee as its
interest may appear.
Property Cost: $1,109,000.00:
With respect to physical damage coverage, please describe USBLF's interest as
follows:
"Certificate Holder is an Additional Insured and Loss Payee with regard to
all equipment financed or leased by Policy Holder through or from
Certificate Holder."
The required coverage is to be as provided in the Transaction, including,
without limitation, fire, extended coverage, vandalism, theft and general
liability.
We understand that if such certificate is not provided, U.S. BANCORP LEASING &
FINANCIAL has right under the Transactions to purchase such insurance at our
expense.
Ready-Mix, Inc.
---------------
By: /s/ Kenneth D. Nelson
-----------------------
Kenneth D. Nelson
Vice President
[LETTERHEAD OF U.S. BANCORP APPEARS HERE]
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the Uniform
Commercial Code. This Statement remains effective for a period of five years from
the date of filing, subject to extensions for additional periods of five years by
refiling or filing a continuation statement (UCC-3)
- ---------------------------------------------------------------------------------------------
XA. Debtor(s): 2a. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Xeady-Mix, Inc. Tax I.D. #930594454
Xax I.D.86-0830443
----------
2B. Address of Secured Party from which
XB. Mailing address(es) Security Information is obtainable
X430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved for Filing Officer Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
X. This financing statement covers the following types (or items) of collateral No. of additional sheets attached____.
Ten (10) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer
number for each vehicle follows: 2HTTWAHTOVC027010, 42868-08952; 2HTTWAHT0VC027007, 42854-08946; 2HTTWAHT7VC027120, 43042-09033;
2HTTWAHT7VCO27117, 42928-08975; 2HTTWAHT2VC027123, 42919-08971; 2HTTWAHT5VCO17208, 43026-09024; 2HTTWAHT0VC027122, 42920-08972;
2HTTWAHT2VC029180, 43078-09049; 2HTTWAHT9VC027121, 43077-09048; 2HTTWAHT4VC027012, 42872-08954.
Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements
relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
--------------------------------------
4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
4b. Address of Assignee:
- ------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in collateral. (Check [X] if so)
[_] already subject to a security interest in another jurisdiction when it was brought into this state.
[_] which is proceeds of the original collateral described above in which a security interest was perfected:
- ------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.
- ------------------------------------------------------------------------------------------------------------------------------------
Filed with : Secretary of State - NV
- ------------------------------------------------------------------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ----------------------------------------------------------- ---------------------------------------------------------------
by: /s/ Kenneth D. Nelson by:
------------------------------------------------------- ------------------------------------------------------------
Kenneth D. Nelson, Vice President Documentation Specialist
Signature(s) of Debtors Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-1.
- ------------------------------------------------------------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.002
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the Uniform
Commercial Code. This statement remains effective for a period of five years from
the date of filing, subject to extensions for additional periods of five years by
refiling or filing a continuation statement (UCC-3)
- ---------------------------------------------------------------------------------------------
XA. Debtor(s): 2A. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Ready-Mix, Inc. Tax I.D. #930594454
Tax I.D.86-0830443
----------
2B. Address of Secured Party form which
XB. Mailing address(es) Security Information is obtainable
3430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved for Filing Officer Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
X. This financing statement covers the following types (or items) of collateral No. of additional sheets attached____.
Ten (10) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer
number for each vehicle follows: 2HTTWAHTOVC027010, 42868-08952; 2HTTWAHT0VC027007, 42854-08946; 2HTTWAHT7VC027120, 43042-09033;
2HTTWAHT7VCO27117, 42928-08975; 2HTTWAHT2VC027123, 42919-08971; 2HTTWAHT5VCO17208, 43026-09024; 2HTTWAHT0VC027122, 42920-08972;
2HTTWAHT2VC029180, 43078-09049; 2HTTWAHT9VC027121, 43077-09048; 2HTTWAHT4VC027012, 42872-08954.
Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements
relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
--------------------------------------
4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
4b. Address of Assignee:
- ------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in
collateral. (Check [X] if so)
[_] already subject to a security interest in another jurisdiction when it was brought
into this state.
[_] which is proceeds of the original collateral described above in which a security
interest was perfected:
- ------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.
- ------------------------------------------------------------------------------------------------------------------------------------
Filed with : Secretary of State - NV
- ------------------------------------------------------------------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ----------------------------------------------------------- ---------------------------------------------------------------
by: /s/ Kenneth D. Nelson, Vice President by:
------------------------------------------------------- ------------------------------------------------------------
Kenneth D. Nelson, Vice President Documentation Specialist
Signature(s) of Debtors Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-1
- ------------------------------------------------------------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.002
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE-FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the
Uniform Commercial Code.
This statement remains effective for a period of five years from the date of
filing, subject to extensions for additional periods of five years by
refiling or filing a continuation statement (UCC-3)
- -----------------------------------------------------------------------------------------
1. Debtor(s): 2a. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Ready-Mix, Inc. Tax I.D. #930594454
Tax i.D.86-0830443
----------
2B. Address of Secured Party from which
b. Mailing address(es) Security Information is obtainable
3430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved For Filing Officer Use Only
- -----------------------------------------------------------------------------------------------------------------------------------
This financing statement covers the following types (or items) of collateral
Ten (10) new International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers. The serial number and mixer number for each vehicle
follows: HTTWAHTOVC027010, 42868-08952; 2HTTWAHT0VC027007, 42854-08946;
2HTTWAHT7VC027120, 43042-09033; 2HTTWAHT7VCO27117, 42928-08975;
HTTWAHT2VC027123, 42919-08971; 2HTTWAHT5VCO17208, 43026-09024;
2HTTWAHT0VC027122, 42920-08972; 2HTTWAHT2VC029180, 43078-09049;
HTTWAHT9VC027121, 43077-09048; 2HTTWAHT4VC027012, 42872-08954.
Each of the above units are complete as equipped including, but not limited to,
all attachments, accessories & replacements relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE
RECOVERIES.
------------------------------------------
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County) 4A. Assignee of Secured Party if any:
4b. Address of Assignee:
- -----------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security
interest in collateral. (Check [x] if so)
[_] already subject to a security interest in another jurisdiction when it
was brought into this state.
[_] which is proceeds of the original collateral described above in which a
security interest was perfected:
- -----------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [] Products
of collateral are also covered.
- -----------------------------------------------------------------------------
Filed with: Secretary of State - NV
- -----------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ---------------------------- -------------------------------------------
by: /s/ Kenneth D. Nelson by:
------------------------- ----------------------------------------
Kenneth D. Nelson, Documentation Specialist
Vice President Signature(s) of Secured Party(ies)
Signature(s) of Debtors
STANDARD FORM - FORM UCC-1.
- -----------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.002
SCHEDULE TO MASTER LEASE AGREEMENT [U.S. BANCORP LOGO APPEARS HERE]
Schedule Number 11389.004
---------
THIS SCHEDULE made as of December 17, 1996, by and between U.S. BANCORP
LEASING & FINANCIAL ("Lessor"), having its principal place of business at 825
N.E. Multnomah, Suite 800, Portland, Oregon 97232, and Ready-Mix, Inc.
("Lessee"), having its principal place of business located at 3430 E. Flamingo,
Suite 100, Las Vegas, Nevada 89121, to the Master Lease Agreement dated as of
December 17, 1996 between the Lessee and the Lessor (the "Lease"). Capitalized
terms used but not defined herein are used with the respective meanings
specifie in the Lease.
LESS AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:
(a) The following specified equipment (the "Property") is hereby made and
constituted Property for all purposes pursuant to the Lease:
Eight (8) new 1997 International trucks, model F5070, mounted with 11 cubic
yard Bridgemaster III mixers. The serial number and mixer number for each
vehicle follows: 2HTTWAHT7VC029174, 43047-09034; 2HTTWAHT8VC027143, 43067-
09044 2HTTWAHT5VC029173, 43029-09027; 2HTTWAHT4VCO27009, 42869-08953;
2HTTWAHT6VC027013, 42863-08950; 2HTTWAHT2VCO27140, 43058-09040;
2HTTWAHT4VC027141, 43069-09046; 2HTTWAHT3VC017210, 43087-09055;
Each of the above units are complete as equipped including, but not limited
to, all attachments, accessories & replacements relating thereto.
(b) The cost of the Property is $887,200.00;
Please Initial Here:KDN
-----
(c) This Schedule shall commence on January 1, 1997 and shall continue for 60
months thereafter.
(d) Lessee shall owe 60 basic monthly rental payments in arrears each in the
amount of $13,704.76 (plus applicable sales/use taxes). The first such
payment shall be due on February 1, 1997 and shall continue on the same day
of each month thereafter until the end of the term of this Schedule. In
addition, Lessee shall pay daily pro rata rental in the amount of $456.83
per day (plus applicable sales/use taxes) from the date on which Lessee
executes a Delivery and Acceptance Certificate for the Property through
December 31, 1996. Such daily pro rata rental shall be due and payable at
signing of the Certificate.
(e) The Property will be installed or stored at the following address: 1501
Highway 168, Moapa, Nevada 89025, COUNTY: Clark;
(f) The record owner of the premises at which the Property will be installed or
stored is: ;
1. LATE CHARGE. If any installment of Rent shall not be received by Lessor or
Lessor's Assignee within ten (10) days after such amount is due, Lessee shall
pay to Lessor a late charge equal to five percent (5.0%) of such overdue amount.
2. TRAC OBLIGATION. a. In addition to the rental payments specified above,
Lessor is also entitled to recover a residual value equal to thirty percent
(30%) of the cost of the Property as set forth herein (the "Residual Value")
plus a Lease Termination Fee $500.00.
b. At the end of the Term hereof, Lessee may purchase the Property for the
Residual Value. Lessee shall give written notice ninety (90) days prior to
Lease expiration of Lessee's intent to purchase the Property. Should Lessee
elect not to purchase the Property, Lessor shall dispose of any or all of the
Property by selling such Property for the highest cash offer then reasonably
available, or by re-leasing such Property on terms and conditions acceptable to
Lessor. The proceeds of any sale of the Property shall be deemed to be the
"Market Value" of the Property. If the disposition is by re-lease, the Market
Value of the Property shall be the present value of the rental stream of the
re-lease discounted at a rate acceptable to Lessee and Lessor. The Market Value
shall then be reduced by a Lease Termination Fee of $500.00 plus all expenses
incurred by Lessor in connection with the recovery and disposition of the
Property. The remaining balance shall be referred to as the "Residual Credit."
If the Residual Credit exceeds the Residual Value, Lessor shall promptly pay the
amount of such excess to Lessee as adjusted rent. If the Residual Credit is
less than the Residual Value, Lessee shall promptly pay the amount of such
deficiency to Lessor
2
as adjusted rent. However, in no event shall Lessee's obligation be greater
than 9.0% of the total cost of the Property.
c. Upon receipt of payment from Lessee of the Residual Value together with
any and all applicable sales or other taxes due in connection therewith, and any
and all remaining sums or other amounts payable under this Schedule, Lessor
shall transfer all its right, tile and interest in and to the Property to
Lessee. The Property shall be transferred "As Is" and "Where Is" without any
express or implied representations or warranties.
d. Should Lessee fail to comply with the foregoing, then Lessor, at its
sole option, shall have the right to: a)demand immediate return of the Property;
or, b) extend the Term for an additional six (6) months (the "Extended Term").
Should Lessor elect to extend the Term, Lessee shall be irrevocably obligated to
remit basic monthly rent for the period beginning on the day immediately
succeeding the last day of the original Term (the "Holdover Date") and ending at
the end of the sixth (6) month thereafter, a payment of such rent being due on
the Holdover Date and on the same day of each consecutive month thereafter. Each
payment of such rent shall be in the amount of the basic monthly rent for the
last month of the Term in accordance with the provisions of this Schedule. All
Lessee's other obligations under the Lease shall remain in full force and effect
for so long as l:Lessee shall continue to possess the Property. Any and all
rental payments pursuant to this Paragraph shall be deemed for all intents and
purposes to be payments for possession and use of the Property after the
expiration of the Term, and shall not be credited to any other obligation of
Lessee to Lessor. Lessor's invoicing and/or accepting any such payment shall
not give rise to any right, title or interest of Lessee other than to possession
and use of the Property during the period to which such rent applies in
accordance with this Paragraph. The aforesaid right to charge Lessee rent for
possession and use of the Property is not in limitation or derogation of any of
Lessor's rights pursuant to the Lease.
3. DEPRECIATION. Lessor will be entitled to modified accelerated cost
recovery depreciation based on 100% of Property Cost using the 200% declining
balance method, switching to straight line, for 5 year Property, and zero
salvage value.
IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this
Schedule to be duly executed as of the day and year first above written.
Ready-Mix, Inc.
By:/s/ Kenneth D. Nelson
------------------------------------
Kenneth D. Nelson
Vice President
U.S. BANCORP LEASING & FINANCIAL
By:
-----------------------------------
An Authorized Officer Thereof
Address for All Notices:
U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232
Machine Tool Finance Group General Equipment Group
(800) 225-8029 (503) 797-0222 (800) 253-3468 (503) 797-0200
TRAC ADDENDUM TO [LOGO OF U.S. BANCORP APPEARS HERE]
LEASE AGREEMENT
(USAGE/OWNERSHIP)
Schedule Number 11389.004
Addendum to the Master Lease Agreement ("Lease") dated as of December
17, 1996 and Schedule Number 11389.004 dated December 17, 1996 between U.S.
Bancorp Leasing & Financial ("Lessor"), and Ready-Mix, Inc. ("Lessee").
Capitalized terms used but not defined herein are used with the same meaning as
set forth in the Lease.
Lessee certifies, under penalty of perjury, that it intends that more
than 50% of the use of the Property will be in the trade or business of the
Lessee.
Lessee hereby acknowledges and agrees that Lessee has been advised that
Lessee will not be treated as the owner of the Property for Federal income tax
purposes.
Dated: December 17, 1996
(LESSEE)
Ready-Mix, Inc.
By /s/ Kenneth D. Nelson
----------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, OR 97232
DELIVERY AND ACCEPTANCE CERTIFICATE [LOGO OF U.S. BANCORP APPEARS HERE]
AND LEASE AMENDMENT
Schedule Number 11389.004
---------
This Certificate is delivered to and for the benefit of Lessor and
pertains to the following personal property (the "Property") which is the
subject of Schedule Number 11389.004, dated as of December 17, 1996, to Master
--------- -----------------
Lease Agreement, dated as of December 17, 1996, between U.S. BANCORP LEASING &
-----------------
FINANCIAL as Lessor and Ready-Mix, Inc. as Lessee (the "Lease"):
---------------
Eight (8) new 1997 International trucks, model F5070, mounted with 11
cubic yard Bridgemaster III mixers. The serial number and mixer number
for each vehicle follows: 2HTTWAHT7VC029174, 43047-09034;
2HTTWAHT8VC027143, 43067-09044 2HTTWAHT5VC029173, 43029-09027;
2HTTWAHT4VCO27009, 42869-08953; 2HTTWAHT6VC027013, 42863-08950;
2HTTWAHT2VCO27140, 43058-09040; 2HTTWAHT4VC027141, 43069-09046;
2HTTWAHT3VC017210, 43087-09055;
Each of the above units are complete as equipped including, but not
limited to, all attachments, accessories & replacements relating
thereto.
To the extent that the above description has been altered by us or
differs from the Property description set forth in the Lease (including, but not
limited to, changes to model or serial numbers), we certify that such
alterations or differences are accurate and we acknowledge that, based upon this
certification: 1) the Lease is hereby amended to reflect the above Property
description; and 2) Lessor is hereby authorized to execute on our behalf and to
file amendment(s) to any Financing Statements filed under the Uniform Commercial
Code in connection with the Lease, provided that all such amendments are
consistent with the above Property description.
WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been
delivered to us; b) any necessary installation of the Property has been fully
and satisfactorily performed; c) after full inspection thereof, we have accepted
the Property for all purposes as of the date hereof; d) Lessor has fully and
satisfactorily satisfied all its obligations under the Lease; e) any and all
conditions of the effectiveness of the Lease or to our obligations thereunder
have been satisfied; f) we have no defenses, set-offs or counterclaims to any
such obligations; g) the Lease is in full force and effect; and, h) no Event of
Default has occurred under the Lease.
WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or in
the future to reject the Property or to revoke our acceptance thereof has
terminated as of the date of hereof; b) we hereby waive any such right by the
execution hereof; c) the date of this Certificate is the earliest date upon
which the certifications, acknowledgements, representations and warranties made
herein could be correctly and properly made. We hereby acknowledge that Lessor
is relying on this Certificate as a conditions to making payment for the
Property.
IN WITNESS WHEREOF, we have executed this Certificate as of the 23rd day
of December, 1996.
Ready-Mix, Inc.
---------------
Upon satisfactory installation and
delivery please sign, date and return to:
U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800 By: /s/ Kenneth D. Nelson
Portland, Oregon 97232 --------------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232
INSURANCE AUTHORIZATION [LOGO OF U.S. BANCORP APPEARS HERE]
Note/Schedule Number 11389.004
---------
To: _______________________[Agent Name]
_______________________[Street Address]
_______________________[City, State, Zip]
_______________________[Agent Phone]
From: Ready-Mix, Inc.
1501 Highway 168
Moapa, Nevada 89025
In connection with one or more financing arrangements (the "Transactions")
between ourselves and U.S. BANCORP LEASING & FINANCIAL (USBLF), you are hereby
authorized to issue a certificate of insurance naming U.S. BANCORP LEASING &
FINANCIAL OR ASSIGNEE THEREOF as Additional Insured and as Loss Payee as its
interest may appear.
Property Cost: $887,200.00:
With respect to physical damage coverage, please describe USBLF's interest as
follows:
"Certificate Holder is an Additional Insured and Loss Payee with regard
to all equipment financed or leased by Policy Holder through or from
Certificate Holder."
The required coverage is to be as provided in the Transaction, including,
without limitation, fire, extended coverage, vandalism, theft and general
liability.
We understand that if such certificate is not provided, U.S. BANCORP LEASING &
FINANCIAL has the right under the Transactions to purchase such insurance at our
expense.
Ready-Mix, Inc.
---------------
By: /s/ Kenneth D. Nelson
------------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, OR 97232
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing
officer pursuant to the Uniform Commercial Code.
This statement remains effective for a period of
five years from the date of filing,
subject to extensions for additional
periods of five years by refiling or
filing a continuation statement (UCC-3)
- ---------------------------------------------------------
1a. Debtor(s): 2a. Secured party(ies)
(if individual(s) last
name first) U.S. Bancorp Leasing &
Financial
Ready-Mix, Inc. Tax I.D. #930594454
Tax i.D.86-0830443
----------
1b. Mailing address(es) 2B. Address of Secured Party
from which Security
Information is obtainable
3 430 E. Flamingo, 825 N.E. Multnomah Street
Suite 100 Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Reserved For Filing
Phone # 503 797-0200 Officer Use Only
- --------------------------------------------------------------------------------
This financing statement covers the following No. of additional
types (or items) of collateral sheets attached _____.
Eight (8) new 1997 International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers. The serial number and mixer number for each vehicle
are as follows:
2HTTWAHT7VC029174, 43047-09034; 2HTTWAHT8VC027143, 43067-09044 2HTTWAHT5VC02173,
43029-09027; 2HTTWAHT4VCO27009, 42869-08953; HTTWAHT6VCO27013, 42863-08950;
2HTTWAHT2VCO27140, 43058-09040; 2HTTWAHT4VC027141, 43069-09046;
2HTTWAHT3VC017210, 43087-09055;
Each of the above units are complete as equipped including, but not limited to,
all attachments, accessories & replacements relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
------------------------
Located at 1501 Highway 168, 4A. Assignee of Secured
Moapa, Nevada 89025 (Clark County) Party if any:
KeyCorp Leasing Ltd.
4b. Address of Assignee:
54 State Street
Albany, NY 12207
Attn: Kathy Miller
- --------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security
interest in collateral. (Check [x] if so)
[_] already subject to a security interest in another jurisdiction when it
was brought into this state.
[_] which is proceeds of the original collateral described above in which a
security interest was perfected.
- --------------------------------------------------------------------------------
Check[x] if covered: [X] Proceeds of collateral [_] Products of collateral are
are also covered. also covered.
- --------------------------------------------------------------------------------
Filed with: Secretary of State - NV
- --------------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ------------------------------------ ----------------------------------------
by: /s/ Kenneth D. Nelson by:
--------------------------------- -------------------------------------
Kenneth D. Nelson, Documentation Specialist
Vice President
Signature(s) of Debtors Signature(s) of Secured
Party(ies)
STANDARD FORM - FORM UCC-1.
- --------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.004
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the Uniform Commercial Code.
This statement remains effective for a period of five years from the date of filing, subject to extensions
for additional periods of five years by refiling or filing a continuation statement (UCC-3)
- -----------------------------------------------------------------------------------------------------------
Debtor(s): 2A. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Ready-Mix, Inc. Tax I.D. #930594454
I.D.86-0830443
---------- 2B. Address of Secured Party from which
Security Information is obtainable
Mailing address(es)
3430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved For Filing Officer
Use Only
- -----------------------------------------------------------------------------------------------------------------------------------
This financing statement covers the following types (or items) of collateral No. of additional sheets
attached ____.
Eight (8) new 1997 International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers. The serial number and mixer number for each vehicle
follows: 2HTTWAHT7VC029174, 43047-09034; 2HTTWAHT8VC027,43067-09044
2HTTWAHT5VC029173, 43029-09027; 2HTTWAHT4VCO27009, 42869-08953;
2HTTWAHT6VC02713, 42863-08950; 2HTTWAHT2VCO27140, 43058-09040;
2HTTWAHT4VC027141, 43069-09046; 2HTTWAHT3VC017210, 43087-09055;
Each of the above units are complete as equipped including, but not limited to,
all attachments, accessories & replacements relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
4A. Assignee of Secured Party if any:
01 Highway 168, Moapa, Nevada 89025
(Clark County) | KeyCorp Leasing Ltd.
4b. Address of Assignee:
54 State Street
Albany, NY 12207
Attn: Kathy Miller
- --------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security
interest in collateral. (Check [X] if so)
[_] already subject to a security interest in another jurisdiction when it was
brought into this state.
[_] which is proceeds of the original collateral described above in which a
security interest was perfected:
- --------------------------------------------------------------------------------
Check [X] if covered: [X] Proceeds of collateral are also covered. [_] Products
of collateral are also covered.
- --------------------------------------------------------------------------------
Filed with: Secretary of State - NV
- --------------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ------------------------------------ ----------------------------------------
by:/s/ Kenneth D. Nelson by:
--------------------------------- -------------------------------------
Kenneth D. Nelson, Vice President Documentation Specialist
Signature(s) of Debtors Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-1.
- --------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
25 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.004
0860.595
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the Uniform Commercial Code.
This statement remains effective for a period of five years from the date of filing, subject to extensions
for additional periods of five years by refiling or filing a continuation statement (UCC-3)
- -----------------------------------------------------------------------------------------------------------
1. Debtor(s): 2a. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Ready-Mix, Inc. Tax I.D. #930594454
Mix i.D.86-0830443
---------- 2B. Address of Secured Party from which
Security Information is obtainable
Mailing address(es)
3430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved For Filing Officer
Use Only
- -----------------------------------------------------------------------------------------------------------------------------------
This financing statement covers the following types (or items) of collateral No. of additional sheets
attached ____.
Eight (8) new 1997 International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers. The serial number and mixer number for each vehicle
follows: 2HTTWAHT7VCO29174, 43047-09034; 2HTTWAHT8VC027143, 43067-09044
2HTTWAHT5VC029173, 43029-09027; 2HTTWAHT4VCO27009, 42869-08953;HTTWAHT6VC02713,
42863-08950; 2HTTWAHT2VCO27140, 43058-09040; 2HTTWAHT4VC027141, 43069-09046;
2HTTWAHT3VC017210, 43087-09055;
Much of the above units are complete as equipped including, but not limited to,
all attachments, accessories & replacements relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND
ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
4A. Assignee of Secured Party if any:
Located at 1501 Highway 168,
Moapa, Nevada 89025 Key Corp Leasing Ltd.
(Clark County)
4b. Address of Assignee:
54 State Street
Albany, NY 12207
Attn: Kathy Miller
- --------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security
interest in collateral. (Check [X] if so)
[_] already subject to a security interest in another jurisdiction when it was
brought into this state.
[_] which is proceeds of the original collateral described above in which a
security interest was perfected:
- --------------------------------------------------------------------------------
Check [X] if covered: [X] Proceeds of collateral are also covered. [_] Products
of collateral are also covered.
- --------------------------------------------------------------------------------
Filed with: Secretary of State - NV
- --------------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ------------------------------------ ----------------------------------------
By:/s/ Kenneth D. Nelson By:
--------------------------------- -------------------------------------
Kenneth D. Nelson, Vice President Documentation Specialist
Signature(s) of Debtors Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-1.
- --------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.004
SCHEDULE TO MASTER LEASE AGREEMENT [LOGO OF U.S. BANCORP APPEARS HERE]
Schedule Number 11389.003
---------
THIS SCHEDULE made as of December 17, 1996, by and between U.S. BANCORP
LEASING & FINANCIAL ("Lessor"), having its principal place of business at 825
N.E. Multnomah, Suite 800, Portland, Oregon 97232, and Ready-Mix, Inc.
("Lessee"), having its principal place of business located at 3430 E. Flamingo,
Suite 100, Las Vegas, Nevada 89121, to the Master Lease Agreement dated as of
December 17, 1996 between the Lessee and the Lessor (the "Lease"). Capitalized
terms used but not defined herein are used with the respective meanings
specified in the Lease.
LESSOR AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:
(a) The following specified equipment (the "Property") is hereby made and
constituted Property for all purposes pursuant to the Lease:
Ten (10) new International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers. The serial number and mixer number for each
vehicle follows: 2HTTWAHT2VC027008, 42855-08947; 2HTTWAHTXC027015,
42860-08948; 2HTTWAHT1VC027016, 42882-08957; 2HTTWAHT6VCO27142,
43023-09023; 2HTTWAH7TVC017209, 43100-09062; 2HTTWAHT8VCO27014,
43090-09058; 2HTTWAHT2VC027011, 43130-09076; 2HTTWAHT0VC027119,
43125-09075; 2HTTWAHT1VC029168, 43148-09087; 2HTTWAHT6VC027139,
43149-09088.
Each of the above units are complete as equipped including, but not limited
to, all attachments, accessories & replacements relating thereto.
(b) The cost of the Property is $1,109,000.00;
Please Initial Here:[INITIALS APPEAR HERE]
----
(c) This Schedule shall commence on January 1, 1997 and shall continue for 60
months thereafter.
(d) Lessee shall owe 60 basic monthly rental payments in arrears each in the
amount of $17,130.94 (plus applicable sales/use taxes). The first such
payment shall be due on February 1, 1997 and shall continue on the same day
of each month thereafter until the end of the term of this Schedule. In
addition, Lessee shall pay daily pro rata rental in the amount of $571.03
per day (plus applicable sales/use taxes) from the date on which Lessee
executes a Delivery and Acceptance Certificate for the Property through
December 31, 1996. Such daily pro rata rental shall be due and payable at
signing.
(e) The Property will be installed or stored at the following address: 1501
Highway 168, Moapa, Nevada 89025, COUNTY: Clark;
(f) The record owner of the premises at which the Property will be installed or
stored is: ;
1. LATE CHARGE. If any installment of Rent shall not be received by Lessor or
Lessor's Assignee within ten (10) days after such amount is due, Lessee shall
pay to Lessor a late charge equal to five percent (5.0%) of such overdue amount.
2. TRAC OBLIGATION. a. In addition to the rental payments specified above,
Lessor is also entitled to recover a residual value equal to thirty percent
(30%) of the cost of the Property as set forth herein (the "Residual Value")
plus a Lease Termination Fee of $500.00.
b. At the end of the Term hereof, Lessee may purchase the Property for
the Residual Value. Lessee shall give written notice ninety (90) days prior to
Lease expiration of Lessee's intent to purchase the Property. Should Lessee
elect not to purchase the Property, Lessor shall dispose of any or all of the
Property by selling such Property for the highest cash offer then reasonably
available, or by re-leasing such Property on terms and conditions acceptable to
Lessor. The proceeds of any sale of the Property shall be deemed to be the
"Market Value" of the Property. If the disposition is by re-lease, the Market
Value of the Property shall be the present value of the rental stream of the
re-lease discounted at a rate acceptable to Lessee and Lessor. The Market Value
shall then be reduced by a Lease Termination Fee of $500.00 plus all expenses
incurred by Lessor in connection with the recovery and disposition of the
Property. The remaining balance shall be referred to as the "Residual Credit."
If the Residual Credit exceeds the Residual Value, Lessor shall promptly pay the
amount of such excess to Lessee as adjusted rent. If the Residual Credit is less
than the Residual Value, Lessee shall promptly pay the amount of such deficiency
to Lessor as adjusted rent. However, in no event shall Lessee's obligation be
greater than 9.0% of the total cost of the Property.
2
c. Upon receipt of payment from Lessee of the Residual Value together
with any and all applicable sales or other taxes due in connection therewith,
and any and all remaining sums or other amounts payable under this Schedule,
Lessor shall transfer all its right, title and interest in and to the Property
to Lessee. The Property shall be transferred "As Is" and "Where Is" without any
express or implied representations or warranties.
d. Should Lessee fail to comply with the foregoing, then Lessor, at its
sole option, shall have the right to: a) demand immediate return of the
Property; or, b) extend the Term for an additional six (6) months (the "Extended
Term"). Should Lessor elect to extend the Term, Lessee shall be irrevocably
obligated to remit basic monthly rent for the period beginning on the day
immediately succeeding the last day of the original Term (the "Holdover Date")
and ending at the end of the sixth (6) month thereafter, a payment of such rent
being due on the Holdover Date and on the same day of each consecutive month
thereafter. Each payment of such rent shall be in the amount of the basic
monthly rent for the last month of the Term in accordance with the provisions of
this Schedule. All Lessee's other obligations under the Lease shall remain in
full force and effect for as long as Lessee shall continue to posses the
Property. Any and all rental payments pursuant to this Paragraph shall be deemed
for all intents and purposes to be payments for possession and use of the
Property after the expiration of the Term, and shall not be credited to any
other obligation of Lessee to Lessor. Lessor's invoicing and/or accepting any
such payment shall not give rise to any right, title or interest of Lessee other
than to possession and use of the Property during the period to which such rent
applies in accordance with this Paragraph. The aforesaid right to charge Lessee
rent for possession and use of the Property is not in limitation or derogation
of any of Lessor's rights pursuant to the Lease.
IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this
Schedule to be duly executed as of the day and year first above written.
Ready-Mix, Inc.
By: /s/ Kenneth D. Nelson
-------------------------
Kenneth D. Nelson
Vice President
U.S. BANKCORP LEASING & FINANCIAL
By:
-------------------------
An Authorized Officer Thereof
Address for All Notices:
U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232
Machine Tool Finance Group General Equipment Group
(800) 225-8029 (503) 797-0222 (800) 253-3468 (503) 797-0200
TRAC ADDENDUM TO [LOGO OF U.S. BANCORP APPEARS HERE]
LEASE AGREEMENT
(USAGE/OWNERSHIP) Schedule Number 11389.003
Addendum to the Master Lease Agreement ("Lease") dated as of December 17,
1996 and Schedule Number 11389.003 dated December 17, 1996 between U.S. Bancorp
Leasing & Financial ("Lessor"), and Ready-Mix, Inc. ("Lessee"). Capitalized
terms used but not defined herein are used with the same meaning as set forth in
the Lease.
Lessee certifies, under penalty of perjury, that it intends that more than
50% of the use of the Property will be in the trade or business of the Lessee.
Lessee hereby acknowledges and agrees that Lessee has been advised that
Lessee will not be treated as the owner of the Property for Federal income tax
purposes.
Dated: December 17, 1996
(LESSEE)
Ready-Mix, Inc.
By /s/ Kenneth D. Nelson
----------------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, OR 97232
DELIVERY AND ACCEPTANCE CERTIFICATE [LETTERHEAD OF U.S. BANCORP
AND LEASE AMENDMENT APPEARS HERE]
Schedule Number 11389.003
---------
This Certificate is delivered to and for the benefit of Lessor and pertains
to the following personal property (the "Property") which is the subject of
Schedule Number 11389.003, dated as of December 17, 1996, to Master Lease
--------- -----------------
Agreement, dated as of December 17, 1996, between U.S. BANCORP LEASING &
-----------------
FINANCIAL as Lessor and Ready-Mix, Inc. as Lessee (the "Lease"):
--------------
Ten (10) new International trucks, model F5070, mounted with 11 cubic yard
Bridgemaster III mixers. The serial number and mixer number for each
vehicle follows: 2HTTWAHT2VC027008, 42855-08947; 2HTTWAHTXC027015, 42860-
08948; 2HTTWAHT1VC027016, 42882-08957; 2HTTWAHT6VCO27142, 43023-09023;
2HTTWAH7TVC017209, 43100-09062; 2HTTWAHT8VCO27014, 43090-09058;
2HTTWAHT2VC027011, 43130-09076; 2HTTWAHT0VC027119, 43125-09075;
2HTTWAHT1VC029168, 43148-09087; 2HTTWAHT6VC027139, 43149-09088.
Each of the above units are complete as equipped including, but not limited
to, all attachments, accessories & replacements relating thereto.
To the extent that the above description has been altered by us or differs
from the Property description set forth in the Lease (including, but not limited
to, changes to model or serial numbers), we certify that such alterations or
differences are accurate and we acknowledge that, based upon this
certification: 1) the Lease is hereby amended to reflect the above Property
description; and 2) Lessor is hereby authorized to execute on our behalf and to
file amendment(s) to any Financing Statements filed under the Uniform Commercial
Code in connection with the Lease, provided that all such amendments are
consistent with the above Property description.
WE HEREBY CERTIFY AND ACKNOWLEDGE THAT: a) the Property has been delivered
to us; b) any necessary installation of the Property has been fully and
satisfactorily performed; c) after full inspection thereof, we have accepted the
Property for all purposes as of the date hereof; d) Lessor has fully and
satisfactorily satisfied all its obligations under the Lease; e) any and all
conditions to the effectiveness of the Lease or to our obligations thereunder
have been satisfied; f) we have no defenses, set-offs or counterclaims to any
such obligations; g) the Lease is in full force and effect; and, h) on Event of
Default has occurred under the Lease.
WE HEREBY REPRESENT AND WARRANT THAT: a) any right we may have now or in
the future to reject the Property or to revoke our acceptance thereof has
terminated as of the date of hereof; b) we hereby waive any such right by the
execution hereof; c) the date of this Certificate is the earliest date upon
which the certifications, acknowledgments, representations and warranties made
herein could be correctly and properly made. We hereby acknowledge that Lessor
is relying on this Certificate as a condition to making payment for the
Property.
IN WITNESS WHEREOF, we have executed this Certificate as of the 23rd day of
December, 1996.
Ready-Mix, Inc.
---------------
Upon satisfactory installation and
delivery please sign, date and return to:
U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800 By:/s/ Kenneth D. Nelson
Portland, Oregon 97232 -------------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232
[LOGO U.S. BANCORP
APPEARS HERE]
INSURANCE AUTHORIZATION
Note/Schedule Number 11389.003
---------
To: [Agent Name]
------------------------
[Street Address]
------------------------
[City, State, Zip]
------------------------
[Agent Phone]
------------------------
From: Ready-Mix, Inc.
1501 Highway 168
Moapa, Nevada 89025
In connection with one or more financing arrangements (the "Transactions")
between ourselves and U.S. BANCORP LEASING & FINANCIAL (USBLF), you are hereby
authorized to issue a certificate of insurance naming U.S. BANCORP LEASING &
FINANCIAL OR ASSIGNEE THEREOF as Additional Insured and as Loss Payee as its
interest may appear.
Property Cost $1,109,000.00:
With respect to physical damage coverage, please describe USBLF's interest as
follows:
"Certificate Holder is an Additional Insured and Loss Payee with regard to
all equipment financed or leased by Policy Holder through or from
Certificate Holder."
The required coverage is to be as provided in the Transaction, including,
without limitation, fire, extended coverage, vandalism, theft and general
liability.
We understand that if such certificate is not provided, U.S. BANCORP LEASING &
FINANCIAL has the right under the Transactions to purchase such insurance at our
expense.
Ready-Mix, Inc.
---------------
By: /s/ Kenneth D. Nelson
------------------------
Kenneth D. Nelson
Vice President
ADDRESS FOR ALL NOTICES:
825 N.E. Multnomah, Suite 800
Portland, OR 97232
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the
Uniform Commercial Code. This statement remains effective for a period of five
years from the date of filing, subject to extensions for additional periods of
five years by refiling or filing a continuation statement (UCC-3)
- ---------------------------------------------------------------------------------------------
1A. Debtor(s): 2A. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Ready-Mix, Inc. Tax I.D. #930594454
Tax I.D.86-0830443
----------
2B. Address of Secured Party from which
1B. Mailing address(es) Security Information is obtainable
3430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved for Filing Officer Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
3. This financing statement covers the following types (or items) of collateral No. of additional sheets attached____.
Ten (10) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer
number for each vehicle follows: 2HTTWAHT2VC027008, 42855-08947; 2HTTWAHTXC027015, 42860-08948; 2HTTWAHT1VC027016, 42882-08957;
2HTTWAHT6VCO27142, 43023-09023; 2HTTWAH7TVC017209, 43100-09062; 2HTTWAHT8VCO27014, 43090-09058; 2HTTWAHT2VC027011, 43130-09076;
2HTTWAHT0VC027119, 43125-09075; 2HTTWAHT1VC029168, 43148-09087; 2HTTWAHT6VC027139, 43149-09088.
Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements
relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
--------------------------------------
4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
The CIT Group/Equipment Financing, Inc.
4b. Address of Assignee:
1620 W. Fountainhead Parkway, Suite 600
Tempe, AZ 85282
Attn: Kelly Carroll
- ------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in
collateral. (Check [X] if so)
[_] already subject to a security interest in another jurisdiction when it was brought
into this state.
[_] which is proceeds of the original collateral described above in which a security
interest was perfected:
- ------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.
- ------------------------------------------------------------------------------------------------------------------------------------
Filed with: Secretary of State - NV
- ------------------------------------------------------------------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ----------------------------------------------------------- ---------------------------------------------------------------
by: /s/ Kenneth D. Nelson by:
------------------------------------------------------- ------------------------------------------------------------
Kenneth D. Nelson, Vice President Documentation Specialist
Signature(s) of Debtors Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-1.
- ------------------------------------------------------------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.003
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the
Uniform Commercial Code. This statement remains effective for a period of five
years from the date of filing, subject to extensions for additional periods of
five years by refiling or filing a continuation statement (UCC-3)
- ---------------------------------------------------------------------------------------------
1A. Debtor(s): 2A. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Ready-Mix, Inc. Tax I.D. #930594454
Tax I.D.86-0830443
----------
2B. Address of Secured Party from which
1B. Mailing address(es) Security Information is obtainable
3430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved for Filing Officer Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
3. This financing statement covers the following types (or items) of collateral No. of additional sheets attached____.
Ten (10) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer
number for each vehicle follows: 2HTTWAHT2VC027008, 42855-08947; 2HTTWAHTXC027015, 42860-08948; 2HTTWAHT1VC027016, 42882-08957;
2HTTWAHT6VCO27142, 43023-09023; 2HTTWAH7TVC017209, 43100-09062; 2HTTWAHT8VCO27014, 43090-09058; 2HTTWAHT2VC027011, 43130-09076;
2HTTWAHT0VC027119, 43125-09075; 2HTTWAHT1VC029168, 43148-09087; 2HTTWAHT6VC027139, 43149-09088.
Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements
relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
--------------------------------------
4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
The CIT Group/Equipment Financing, Inc.
4b. Address of Assignee:
1620 W. Fountainhead Parkway, Suite 600
Tempe, AZ 85282
Attn: Kelly Carroll
- ------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in
collateral. (Check [X] if so)
[_] already subject to a security interest in another jurisdiction when it was brought
into this state.
[_] which is proceeds of the original collateral described above in which a security
interest was perfected:
- ------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.
- ------------------------------------------------------------------------------------------------------------------------------------
Filed with: Secretary of State - NV
- ------------------------------------------------------------------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ----------------------------------------------------------- ---------------------------------------------------------------
by: /s/ Kenneth D. Nelson, by:
------------------------------------------------------- ------------------------------------------------------------
Kenneth D. Nelson, Vice President Documentation Specialist
Signature(s) of Debtors Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-1.
- ------------------------------------------------------------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.003
MUST BE SIGNED BY DEBTOR-1
UNIFORM COMMERCIAL CODE--FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the
Uniform Commercial Code. This statement remains effective for a period of five
years from the date of filing, subject to extensions for additional periods of
five years by refiling or filing a continuation statement (UCC-3)
- ---------------------------------------------------------------------------------------------
1A. Debtor(s): 2a. Secured party(ies)
(if individual(s) last name first)
U.S. Bancorp Leasing & Financial
Ready-Mix, Inc. Tax I.D. #930594454
Tax I.D.86-0830443
----------
2B. Address of Secured Party from which
1B. Mailing address(es) Security Information is obtainable
3430 E. Flamingo, Suite 100 825 N.E. Multnomah Street, Suite 800
Las Vegas, Nevada 89121 Portland, Oregon 97232-2151
Phone # 503 797-0200 Reserved for Filing Officer Use Only
- ------------------------------------------------------------------------------------------------------------------------------------
3. This financing statement covers the following types (or items) of collateral No. of additional sheets attached____.
Ten (10) new International trucks, model F5070, mounted with 11 cubic yard Bridgemaster III mixers. The serial number and mixer
number for each vehicle follows: 2HTTWAHT2VC027008, 42855-08947; 2HTTWAHTXC027015, 42860-08948; 2HTTWAHT1VC027016, 42882-08957;
2HTTWAHT6VCO27142, 43023-09023; 2HTTWAH7TVC017209, 43100-09062; 2HTTWAHT8VCO27014, 43090-09058; 2HTTWAHT2VC027011, 43130-09076;
2HTTWAHT0VC027119, 43125-09075; 2HTTWAHT1VC029168, 43148-09087; 2HTTWAHT6VC027139, 43149-09088.
Each of the above units are complete as equipped including, but not limited to, all attachments, accessories & replacements
relating thereto.
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED
THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.
--------------------------------------
4A. Assignee of Secured Party if any:
Located at 1501 Highway 168, Moapa, Nevada 89025 (Clark County)
The CIT Group/Equipment Financing, Inc.
4b. Address of Assignee:
1620 W. Fountainhead Parkway, Suite 600
Tempe, AZ 85282
Attn: Kelly Carroll
- ------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the Debtor's signature to perfect a security interest in
collateral. (Check [x] if so)
[_] already subject to a security interest in another jurisdiction when it was brought
into this state.
[_] which is proceeds of the original collateral described above in which a security
interest was perfected:
- ------------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [X] Proceeds of collateral are also covered. [_] Products of collateral are also covered.
- ------------------------------------------------------------------------------------------------------------------------------------
Filed with: Secretary of State - NV
- ------------------------------------------------------------------------------------------------------------------------------------
Ready-Mix, Inc. U.S. BANCORP LEASING & FINANCIAL
- ----------------------------------------------------------- ---------------------------------------------------------------
by: /s/ Kenneth D. Nelson by:
------------------------------------------------------- ------------------------------------------------------------
Kenneth D. Nelson, Vice President Documentation Specialist
Signature(s) of Debtors Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-1.
- ------------------------------------------------------------------------------------------------------------------------------------
RETURN TO:
U.S. BANCORP LEASING & FINANCIAL
ATTEN: COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE# 11389.003