EXHIBIT 10.20
EQUIPMENT SCHEDULE
(Quasi Lease - Fixed Rate)
SCHEDULE NO. 12
DATED THIS NOVEMBER 22, 2005
TO MASTER LEASE AGREEMENT
DATED AS OF MARCH 27, 1997
LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:
- ------------------------- -------------------------
GENERAL ELECTRIC CAPITAL CORPORATION SIGMATRON INTERNATIONAL, INC.
3655 NOBEL DRIVE, SUITE 600 2201 LANDMEIER RD. ATTN: LINDA K. BLAKE
SAN DIEGO, CA 92122 ELK GROVE VILLAGE, IL 60007
This Schedule is executed pursuant to, and incorporates by reference the terms
and conditions of, and capitalized terms not defined herein shall have the
meanings assigned to them in, the Master Lease Agreement identified above
("AGREEMENT", said Agreement and this Schedule being collectively referred to as
"LEASE"). This Schedule, incorporating by reference the Agreement, constitutes a
separate instrument of lease.
A. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees
to lease to Lessee the Equipment described below (the "EQUIPMENT").
NUMBER CAPITALIZED
OF UNITS LESSOR'S COST VENDOR/MANUFACTURER SERIAL NUMBERS YEAR/MODEL AND TYPE OF EQUIPMENT
- ------------------------------------------------------------------------------------------------------------------------------------
1 $261,099.50 MYDATA Automation 5472 2005 Model MY9E Placement Machine
1 $261,099.50 MYDATA Automation 13498 2005 Model MY12E Placement Machine
1 $68,100.00 DEK USA 287673 2005 265 Horizon 03I Screen Printer
1 $110,090.00 Vitronics-Soltec X2N100271 2005 Model XPM2 Reflow Soldering System
1 $44,438.49 A. Marketing & Service Co. B174169 2005 TRESTAR Uninteruptable Power Supply
1 $143,110.41 Asymtek 18569 (Coater) 2005 Model C-740 Century Selective
0905AA-12673-02 (Oven) Conformal Coating System w/ Oven
Equipment immediately listed above is located at: Standard Components De Mexico,
Acuna, Mexico 26200
B. FINANCIAL TERMS
1. Advance Rent (if any): $ 28,035.92 6. Lessee Federal Tax ID No.: 363918470.
2. Capitalized Lessor's Cost: $ 887,937.90. 7. Last Delivery Date: NOVEMBER 22, 2005.
3. Basic Term (No. of Months): 36 Months. 8. Daily Lease Rate Factor: .02508333%.
4. Basic Term Lease Rate Factor: 3.157419%. 9. Interest Rate: 9.03% per annum.
5. Basic Term Commencement Date: NOVEMBER 22, 2005 10. Option Payment: $ 1.00
11. First Termination Date: TWENTY-FOUR (24) months after the Basic Term
Commencement Date.
12. Interim Rent: For the period from and including the Lease Commencement Date
to the Basic Term Commencement Date ("INTERIM PERIOD"), Lessee shall pay as
rent ("INTERIM RENT") for each unit of Equipment, the product of the Daily
Lease Rate Factor times the Capitalized Lessor's Cost of such unit times
the number of days in the Interim Period. Interim Rent shall be due on
Basic Term Commencement Date.
13. Basic Term Rent. Commencing on Nov. 22, 2005 and on the same day of each
month thereafter (each, a "RENT PAYMENT DATE") during the Basic Term,
Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic Term
Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on
this Schedule.
14. Lessee agrees and acknowledges that the Capitalized Lessor's Cost of the
Equipment as stated on the Schedule is equal to the fair market value of
the Equipment on the date hereof.
15. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably
authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no
more than ten percent (10%) to account for equipment change orders,
equipment returns, invoicing errors and similar matters. Lessee
acknowledges and agrees that the Rent shall be adjusted as a result of such
change in the Capitalized Lessor's Cost. Lessor shall send Lessee a written
notice stating the final Capitalized Lessor's Cost, if different from that
disclosed on this Schedule.
C. INTEREST RATE: Interest shall accrue from the Lease Commencement Date
through and including the date of termination of the Lease.
D. PROPERTY TAX
APPLICABLE TO EQUIPMENT LOCATED IN ACUNA, MEXICO: Lessee agrees that it
will (a) list all such Equipment, (b) report all property taxes assessed
against such Equipment and (c) pay all such taxes when due directly to the
appropriate taxing authority until Lessor shall otherwise direct in
writing. Upon request of Lessor, Lessee shall promptly provide proof of
filing and proof of payment to Lessor.
Lessor may notify Lessee (and Lessee agrees to follow such notification)
regarding any changes in property tax reporting and payment
responsibilities.
E. ARTICLE 2A NOTICE
IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL
CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE FOLLOWING
DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S)
SUPPLYING THE EQUIPMENT IS MYDATA AUTOMATION, INC., DEK USA INC.,
VITRONICS-SOLTEC, A. MARKETING & SERVICE CO., ASYMTEK (THE "SUPPLIER(S)"),
(B) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING THOSE OF
ANY THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING
THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR
ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY
COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT
OF SUCH PROMISES AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS
OF THEM OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE
HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN
ARTICLE 2A AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR
OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES
UNDER THE DEFAULT SECTION OF THE AGREEMENT.
F. STIPULATED LOSS AND TERMINATION VALUE TABLE*
Stipulated Stipulated Stipulated
# of termination Loss # of termination Loss # of termination Loss
base value Value base value Value base value Value
payments % of cost % of cost payments % of cost % of cost payments % of cost % of cost
1 103.799 13 72.441 25 36.214 38.225
2 101.289 14 69.703 26 33.306 35.236
3 98.761 15 66.944 27 30.377 32.226
4 96.214 16 64.165 28 27.425 29.193
5 93.649 17 61.366 29 24.452 26.138
6 91.065 18 58.547 30 21.456 23.061
7 88.462 19 55.707 31 18.437 19.961
8 85.840 20 52.846 32 15.396 16.839
9 83.199 21 49.964 33 12.332 13.694
10 80.539 22 47.061 34 9.244 10.525
11 77.859 23 44.137 35 6.134 7.334
12 75.160 24 41.192 36 3.000 4.119
* The Stipulated Loss Value or Termination Value for any unit of Equipment
shall be the Capitalized Lessor's Cost of such unit multiplied by the
appropriate percentage derived from the above table. In the event that the
Lease is for any reason extended, then the last percentage figure shown
above shall control throughout any such extended term.
G. MODIFICATIONS AND ADDITIONS FOR THIS SCHEDULE ONLY
The LEASING Section subsection (a) of the Lease is hereby deleted in its
entirety and the following substituted in its stead:
a) Subject to the terms and conditions set forth below, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, the equipment
("Equipment") described in Section A of any schedule hereto ("Schedule).
Terms defined in a Schedule and not otherwise defined herein shall have the
meanings ascribed to them in such Schedule.
1. LEASE TERM OPTIONS
Lessee hereby irrevocably agrees to purchase the Equipment upon the
expiration of the Basic Term. Lessee shall pay the Lessor the purchase
price of One dollar ($1.00) in cash for the Equipment, on Nov. 22, 2008.
SO LONG AS NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE EQUIPMENT
SHALL BE SOLD TO LESSEE AND POSSESSION MADE AVAILABLE TO LESSEE "AS-IS" AND
"WHERE-IS"; LESSOR WILL NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY AS TO FITNESS FOR ANY
PARTICULAR OR OTHER PURPOSE, MERCHANTABILITY, OR PATENT INFRINGEMENT,
EXCEPT THAT LESSOR SHALL HAVE THE RIGHT TO SELL THE EQUIPMENT AND SHALL
TRANSFER TO LESSEE GOOD TITLE FREE AND CLEAR OF ANY SUPERIOR LIEN OR
ENCUMBRANCE CREATED BY LESSOR. LESSEE IS LIABLE FOR ANY TAXES PAYABLE AS A
RESULT OF THIS SALE.
Lessor, Lessee and GE Capital Bank, S.A. Institucion de Banca Multiple,
Grupo Financiero GE Capital ("Trustee") are parties to the Administration
Trust Agreement, dated November 23, 1998, to secure Lessee's obligations to
Lessor under this Agreement. Lessee further agrees that it will not raise
the absence of formal determination of default by a court or other tribunal
as a defense to any action by the Trustee following a default by Lessee
under the Lease. Lessor and Lessee further agree that the term of the Lease
shall govern the resolution of any dispute between Lessor and Lessee
relating to the Equipment.
H. PAYMENT AUTHORIZATION
You are hereby irrevocably authorized and directed to deliver and apply the
proceeds due under this Schedule as follows:
COMPANY NAME ADDRESS AMOUNT
- -----------------------------------------------------------------------------------------
MYDATA Automation Inc. 320 Newburyport Turnpike $ 417,759.20
Rowley, MA 01969
DEK USA Inc. 8 Bartles Corner Road $ 68,100.00
Flemington, NJ 08822
Vitronics-Soltec 2 Marin Way $ 110,090.00
Stratham, NH 03885
A. Marketing & Service Co. P. O. Box 681195 $ 44,438.49
San Antonio, TX 78268
Asymtek 2762 Loker Avenue West $ 143,110.41
Carlsbad, CA 92008
Sigmatron International, Inc. 2201 Landmeier Road $ 104,439.80
Elk Grove Village, IL 60007
This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned financing.
PURSUANT TO THE PROVISIONS OF THE LEASE, AS IT RELATES TO THIS SCHEDULE,
LESSEE HEREBY CERTIFIES AND WARRANTS THAT (I) ALL EQUIPMENT LISTED ABOVE IS IN
GOOD CONDITION AND APPEARANCE, HAS BEEN DELIVERED AND INSTALLED (IF APPLICABLE)
AS OF THE DATE STATED ABOVE AND IN WORKING ORDER, AND COPIES OF THE BILL(S) OF
LADING OR OTHER DOCUMENTATION ACCEPTABLE TO LESSOR WHICH SHOW THE DATE OF
DELIVERY ARE ATTACHED HERETO; (II) LESSEE HAS INSPECTED THE EQUIPMENT, AND ALL
SUCH TESTING AS IT DEEMS NECESSARY HAS BEEN PERFORMED BY LESSEE, SUPPLIER OR THE
MANUFACTURER; AND (III) LESSEE ACCEPTS THE EQUIPMENT FOR ALL PURPOSES OF THE
LEASE AND ALL ATTENDANT DOCUMENTS.
LESSEE DOES FURTHER CERTIFY, AND LESSOR HEREBY WAIVES ANY REQUIREMENT OF A
SEPARATE CERTIFICATE OF ACCEPTANCE, THAT AS OF THE DATE HEREOF (I) LESSEE IS NOT
IN DEFAULT UNDER THE LEASE; AND (II) THE REPRESENTATIONS AND WARRANTIES MADE BY
LESSEE PURSUANT TO OR UNDER THE LEASE ARE TRUE AND CORRECT ON THE DATE HEREOF.
Lessee hereby authorizes Lessor to file a financing statement and
amendments thereto describing the Equipment described in this Schedule and
adding any other collateral described herein and containing any other
information required by the applicable Uniform Commercial Code. Further, Lessee
irrevocably grants to Lessor the power to sign Lessee's name and generally to
act on behalf of Lessee to execute and file financing statements and other
documents pertaining to any or all of the Equipment.
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not binding or
effective with respect to the Agreement or Equipment until executed on behalf of
Lessor and Lessee by authorized representatives of Lessor and Lessee,
respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION SIGMATRON INTERNATIONAL, INC.
By: /s/ Rakesh Mital By: /s/ Linda K. Blake
---------------------------------- ------------------------------
Name: Rakesh Mital Name: Linda K. Blake
-------------------------------- ----------------------------
Title: Chief Risk Officer Title: CFO
------------------------------- ---------------------------