EQUIPMENT SCHEDULE
DATED September 9, 1996
to
MASTER LEASE AGREEMENT
DATED September 9, 1996
LESSEE: LESSOR:
CERPROBE CORPORATION Wells Fargo Leasing
- ----------------------------------------------- Corporation "(as assignee of
all right, title and
interest of First Interstate
Bank of Arizona)"
Name
600 S. Rockford Drive P.O. Box 53456, MAC 4101-250
- ----------------------------------------------
Address
Tempe, Arizona 85281 Phoenix, Arizona 85072-3456
- ----------------------------------------------
1. Master Lease: The terms and conditions of that Master Lease
Agreement dated as of the date set forth above by and between the Lessor, Wells
Fargo Leasing Corporation "(as assignee of all right, title and interest of
First Interstate Bank of Arizona)" and Lessee (the "Master Agreement") are by
this reference incorporated herein as if fully set forth herein and together
with the terms and conditions hereof, and of all schedules, riders, addenda
and/or exhibits that are attached or refer to this Equipment Schedule,
constitute a single and severable agreement of lease (this "Lease"). Subject to
all of the terms and conditions of this Lease, Lessor hereby leases to Lessee,
and Lessee hereby hires from Lessor, the personal property described below and
on any supplemental Schedule "A" hereto (hereinafter, together with all
replacement parts, additions, modifications, repairs and accessories
incorporated therein and/or attached thereto, said personal property is referred
to as the "Equipment"):
Qty. Description of Equipment - Make, kind, model no., serial no., and Original
any other pertinent identification Cost
- ----------- ----------------------------------------------------------------------------------- --------------------
1 Applied Precision Invoice #2372 $251,518.50
po req date 6/14/96
1 52-502755-1280
ASSY, PRVX ACCESSORY KIT
1 52-502757-000
Assy, PRVX ACCESSORY KIT
2 53-201061-000
PRVX TRAINING AT API
1 53-201031-000
CHECKPOINT SYSTEM INSTALL
1 52-502904-000
ASSY, PRVX SHIPPING PKG
1 21-503328-000
PWA, EDGE CARD 48 PIN VX
21-502885-000
PWA, PRVX CAL CARD CONN
1 53-262030-000
PRVX SYSTEM, 1280 CHANNELS, LP
1 52-502758-003
PRVX TABLE SHORT 1280
1 52-502763-002
ASSY, PRVX W/S PF COMPAT
1 52-503357-001
ASSY, VX CPLT W/BEVEL POSTGRIND
1 52-502756-000
PRVX CONTROLLER PKG.
1 62-805304-700
PRV/PRVX TEST SOFTWARE
1
- ----------------------------------------------------------------------------------------------------------------------
Applied Precision Invoice #2444 $ 1,860.00
1 21-503329-000
PWA, Edge Card 88 Pin VX
1 21-503331-000
PWA, Edge Card 128 Pin VX
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Sales or Use Tax
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*If additional space is required, attach Schedule A Total Original Cost $253,378.50
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Location of Equipment (if additional space is required, attach Schedule A)
A. 30 Montague Expressway San Jose Santa Clara California 95134
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Address City County State Zip
B.
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Address City County State Zip
2. Acceptance Deadline: September 30, 1996
3. Term: The term of this Lease shall be a period of 60 months
and shall commence on the date that the Equipment is accepted by Lessee on
behalf of Lessor (the "Acceptance Date").
4. Rent Commencement Date: The first day of the month immediately
following the Acceptance Date.
5. Basic Rent Payment Date: The first day of each month beginning
with the Rent Commencement Date.
6. Rent:
(a) Interim Rent: An amount equal to 1/30th of the Basic
Rent multiplied by the number of days elapsed from and including the Acceptance
Date but excluding the Rent Commencement Date and due and payable concurrently
with the delivery of the Certificate of Acceptance by Lessee to Lessor.
(b) Basic Rent: for the term of this Lease, Lessee shall
pay Lessor Basic Rent of $5,121.00 monthly payable on each Basic Rent Payment
Date.
If the first day of each month during the term of this Lease is not a
business day, Basic Rent shall be due on the next subsequent business day.
Unless otherwise expressly agreed to in writing by Lessor, sales tax on each
rental payment received by Lessor under this lease shall be due and payable by
Lessee to Lessor on each Basic Rent Payment Date.
(c) Overdue Rent: Lessee shall pay to Lessor an Overdue
Rent Charge of 5% of all Basic Rent payments not received by Lessor on or before
the Basic Rent Payment Date.
7. Purchase Option: Provided that (i) an Event of Default (or an event
or condition which, with the lapse of time or the giving of notice or both,
would constitute an Event of Default) does not exist; (ii) this Lease has not
previously been terminated, and (iii) Lessee has given Lessor not less than
sixty (60) days notice prior to the expiration of the initial term of the Lease,
Lessor shall have the option to purchase all (but not less than all) of the
Equipment on the original expiration date of this Lease under the following
terms and conditions:
[Lessee shall have the right to purchase the Equipment, on an "as-is,
where-is" basis, without representation or warranty of any kind, for $1.00,
provided that such right is further subject to payment in full of the purchase
price on or before the expiration of the initial term of this Lease.]
Lessee shall pay or reimburse Lessor all of Lessor's costs and expenses incurred
in connection with such purchase and shall pay all taxes imposed in connection
with such sale (other than taxes imposed on or measured by lessor's net income).
8. Modification to Master Agreement: All terms and conditions of
this Lease shall be as set forth above and in the Master Agreement, except (if
additional space is required, attach an Addendum to this Lease): N/A
9. Conditions Precedent: Lessor shall have no obligation to
purchase the Equipment and to lease the same to Lessee hereunder: (i) if the
actual cost of the Equipment exceeds the original cost thereof set forth
hereinabove; (ii) if there exists any Event of Default or event or condition
which, with the lapse of time or the giving of notice or both, would constitute
an Event of Default; or (iii) unless prior to the Acceptance Deadline Lessee, at
its expense, shall have delivered or caused to be delivered to Lessor all of the
Documents required under Section 3 of the Master Agreement and, in addition,
Lessee, at its expense, shall have fully satisfied all of the following
additional conditions precedent (if additional space is required, attach an
Addendum to this Lease): N/A
10. Schedule: The "Schedule of Stipulated Loss Percentages" that
is attached or refers to this Equipment Schedule is by this reference expressly
incorporated herein as if fully set forth herein.
11. Reaffirmation: By their execution and delivery of this
Equipment Schedule, the parties hereby reaffirm all of the terms and conditions
of the Master Agreement, except to the extent, if any, modified hereby.
12. Counterparts: The Equipment Schedule evidencing this Lease may
be executed in more than one original counterpart. However, only the counterpart
designated below as "Counterpart No. 1" shall evidence the monetary obligation
of Lessee with respect to this Lease. To the extent, if any, that this Lease
constitutes "chattel paper," as that term is defined in the Arizona Uniform
Commercial Code, no security interest in this Lease may be created or perfected
by the transfer or possession of any counterpart hereof other than said
"Counterpart No. 1."
THIS IS COUNTERPART NO. 1 OF 1 COUNTERPART ORIGINALS.
IN WITNESS WHEREOF, this Equipment Schedule has been executed,
delivered and accepted this 9th day of September, 1996.
LESSOR: LESSEE:
CERPROBE CORPORATION Wells Fargo Leasing Corporation
- ---------------------------------------- ---------------------------------
"(as assignee of all right, title
and interest of First Interstate
Bank of Arizona)"
By SIGNATURE NOT LEGIBLE By SIGNATURE NOT LEGIBLE
------------------------------------- -----------------------------
Its President/CEO Its Vice President
------------------------------------ -----------------------------
2
SCHEDULE OF STIPULATED LOSS PERCENTAGES
to
EQUIPMENT SCHEDULE
DATED September 9, 1996
to
MASTER LEASE AGREEMENT
DATED June 6, 1994
Rental Payment Date Stipulated Loss
in the month of: Percentage
- ---------------- ----------
1 100.00
2 98.70
3 97.39
4 96.07
5 94.74
6 93.39
7 92.04
8 90.67
9 89.30
10 87.91
11 86.51
12 85.10
13 83.68
14 82.25
15 80.80
16 79.35
17 77.88
18 76.40
19 74.91
20 73.40
21 71.89
22 70.36
23 68.82
24 67.27
25 65.70
26 64.12
27 62.53
28 60.93
29 59.31
30 57.68
31 56.03
32 54.38
33 52.71
34 51.02
35 49.32
36 47.61
37 45.89
38 44.15
39 42.39
40 40.63
41 38.84
42 37.05
43 35.24
44 33.41
45 31.57
46 29.71
47 27.84
48 25.96
49 24.06
50 22.14
51 20.21
52 18.26
53 16.29
54 14.32
55 12.32
56 10.31
57 8.28
58 6.23
59 4.17
60 2.09
For purposes of the "Master Agreement" (defined below) and the "Lease
" (defined below), the term "Stipulated Loss Percentage" means, with respect to
any item of "Equipment" (defined in the Lease) for which "Stipulated Loss Value"
(defined in the Master Agreement) is determined, the percentage set forth
hereinabove that corresponds to the "Rental Payment Date" (defined in the Lease)
through which rental payments on such Equipment have actually been paid
(exclusive of prepayments of rent otherwise due and payable at the end of the
Lease term, if any are required under the Lease) as of the date that the
Stipulated Loss Value of such item of Equipment is determined.
-1-
IN WITNESS WHEREOF, the undersigned "Lessor" and "Lessee" have this
9th day of September, 1996 executed and delivered this "Schedule of Stipulated
Loss Percentages" to that Equipment Schedule dated as set forth above (the
"Lease") to that Master Lease Agreement dated as set forth above (the "Master
Agreement") between the undersigned "Lessor" and "Lessee."
LESSOR: LESSEE:
WELLS FARGO LEASING CORPORATION CERPROBE CORPORATION
By /s/ Signature Illegible By /s/ Signature Illegible
---------------------------- -----------------------------
Its Authorized Representative Title President/CEO
-2-
CERTIFICATE OF ACCEPTANCE
Wells Fargo Leasing Corporation
"(as assignee of all right, title and interest of
First Interstate Bank of Arizona)"
Leasing and Equipment MAC 4101-250
100 West Washington
Phoenix, Arizona 85003
RE: Acceptance of Equipment Leased Under Equipment Schedule dated
September 9, 1996 (the "Lease") to Master Lease Agreement dated May 1,
1995 (the "Master Agreement") between the undersigned and Wells Fargo
Leasing Corporation "(as assignee of all right title and interest of
First Interstate Bank of Arizona).
Gentlemen:
This Certificate of Acceptance is delivered pursuant to Section 2 of the Master
Agreement, and constitutes a "Certificate of Acceptance," as defined therein.
We, as Lessee, have received all of the "Equipment" (as defined in the Lease),
and all necessary installation thereof has been completed. We have inspected,
tested and approved all of the Equipment, and find that each piece is in good
working order and is of the size, design, type, quality, condition, capacity and
manufacture specified by us, and conforms to any applicable purchase orders
therefor. We approve the contract by which you acquired the Equipment or the
right to possession and use of the goods. Our inspection and test has disclosed
no defects or deficiencies in any of the Equipment. You are hereby notified that
we accepted delivery of all of the Equipment on your behalf on 9/17, 1999.
We hereby certify that as of the date hereof (i) no Event of Default has
occurred under the Lease of the Master Agreement; (ii) the presentations and
warranties made by Lessee pursuant to the Lease and Master Agreement are true
and correct, (iii) Lessee has obtained insurance policies with respect to the
Equipment as are required to be obtained under the Lease and Master Agreement;
and (iv) the Equipment will be located at 30 West Montague Expressway, San Jose,
California 95134.
Sincerely,
Cerprobe Corporation
- -------------------------------
("Lessee")
By: SIGNATURE NOT LEGIBLE
----------------------------
Its: President/CEO
---------------------------
Dated: September 9, 1996
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This FINANCING STATEMENT is presented for filing and will remain effective with
certain exceptions for a period of five years from the date of filing pursuant
to section 9403 of the California Uniform Commercial Code.
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1. Lessee 1A. Social Security or Federal Tax No.
Cerprobe Corporation
- --------------------------------------------------------------------------------------------------------------------
1B. Mailing Address 1C City, State, 1D Zip Code
600 S. Rockford Drive Tempe, Arizona 85281
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2. Additional Debtor (If Any) 2A. Social Security or Federal Tax No.
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2B Mailing Address: 2C City, State, 2D Zip Code
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3. Debtor's Trade Names or Styles: 3A. Federal Tax Number:
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4: Lessor: 4A: Social Security or Federal Tax No.
Name Wells Fargo Leasing Corporation or Bank Transit and A.B.A. No.
Mailing Address: 100 W. Washington MAC 4101-250
City Phoenix AZ 85003 State AZ Zip Code 85003
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5. Assignee of Secured Party: (If Any) 5A: Social Security or Federal Tax No.
Name or Bank Transit and A.B.A. No.
Mailing Address:
City State Zip Code
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6. This FINANCING STATEMENT covers the following types or items of property (include description of real property on
which located and owner of record when required by instruction 4).
See Schedule "A"
attached hereto and by this reference incorporated herein as if fully set forth.
The transaction related to this financing statement is a true lease; this precautionary notice file is made pursuant
to U.C.C. 9-408 (A.R.S. 47-9408)
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7. Check [X] 7A Products of collateral 7B Debtor(s) signature not required in accordance with
if applicable: are also covered instruction 5(a) item
[ ] [ ] (1) [ ] (2) [ ] (3) [ ] (4)
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8. Check [X]
if applicable: [ ] Debtor is a "transmitting utility" in accordance with UCC statute 9105 (1)(n)
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9. Cerprobe Corporation Date: 9/9/96 C 10. This Space For Use of Filing Officer
X /s/ Signature Illegible O (Date, Time, File Number
Signature(s) of Lessee D And Filing Officer)
E
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1
2
Type or Print Name(s) of Debtor(s)
- --------------------------------------------------------------------------------------------------------------------
Wells Fargo Leasing Corporation 3
X /s/ Signature Illegible 4
Signature of Lessor:
- --------------------------------------------------------------------------------------------------------------------
5
6
Type or Print Name(s) of Secured Party(ies)
- --------------------------------------------------------------------------------------------------------------------
11. Return copy to: 7
Name 8
Address 9
City 0
State
Zip Code
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Filing Officer is requested to note file number, date and FORM UCC1-
hour of filing on PINK copy and return to the above party Approved by the Secretary of State
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