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[BANK ONE LOGO]
LEASE SCHEDULE NO. 1000100200 FINANCING LEASE
(Contract Rate Interim Rent)
Master Lease Agreement dated 11/17/97
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Lessor: Banc One Leasing Corporation
Lessee: CERPROBE INTERCONNECT SOLUTIONS, INC.
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1. GENERAL. This Lease Schedule is signed and delivered under the Master Lease
Agreement identified above, as amended from time to time ("Master Lease"),
between Lessee and Lessor. Capitalized terms defined in the Master Lease will
have the same meanings when used in this Schedule.
2. FINANCING. Lessor finances for Lessee, and Lessee finances with Lessor, all
of the property ("Equipment") described in Schedule A-1 attached hereto (and
Lessee represents that all Equipment is new unless specifically identified as
used).
3. AMOUNT FINANCED.
EQUIPMENT COST: $222,423.82
SET-UP/FILING FEE: $375.00
MISCELLANEOUS:
SALES TAX: $0.00
TOTAL: $222,798.82
4. FINANCING TERM. The Base Term of this Schedule shall be 60 months and the
Base Term shall commence on ACCEPTANCE DATE ("Commencement Date"). The total
Lease Term consists of the Interim Term plus the Base Term. The Interim Term
begins on the date that Lessor accepts this Schedule as stated below Lessor's
signature ("Acceptance Date") and continues up to the Commencement Date.
5. INSTALLMENT PAYMENTS/FEES. As financing for the Equipment, Lessee shall pay
to Lessor all amounts stated below on the due dates stated below. There shall
be added to each installment payment all applicable Taxes as in effect from
time to time.
(a) During the Lease Term, the above Amount Financed shall bear interest at the
rate of 8.26% per annum ("Contract Rate").
(b) For the Interim Term, Lessee shall pay to Lessor on the Commencement Date
an amount equal to the Per Diem Payment multiplied by the number of days in the
Interim Term. "Per Diem Payment" means an amount equal to the product of the
Amount Financed of the Equipment and the Daily Rate. "Daily Rate" means the
Contract Rate divided by 360.
(c) During the Base Term, Lessee shall pay to Lessor installment payments in
the amounts and according to the timing set forth below, provided however, that
notwithstanding the following, the final installment payment due hereunder
shall be equal to the remaining principal balance hereunder together with all
accrued interest and fees.
(1) Amount of each installment payment during the Base Term
(including principal and interest):
60 MON $4,545.34
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[BANK ONE LOGO]
(2) Frequency of installment payments during Base Term: MONTHLY
(3) Timing of installment payments during the Base Term: ARREARS
(d) Lessee shall pay Lessor a Set-Up/Filing Fee as follows:
(1) $0.00 shall be paid on the Acceptance Date, or
(2) $375.00 has been included in the above Amount Financed of the
Equipment.
(e) Security Deposit: $0.00 On the Acceptance Date, Lessee shall pay Lessor
said Security Deposit which shall be held in accordance with paragraph 6 below.
6. SECURITY INTEREST. This Schedule is intended to be a secured debt
financing transaction, NOT a true lease. See Paragraph 7 below regarding
Lessee's ownership of the Equipment. As collateral security for payment and
performance of all Secured Obligations (defined in Paragraph 8 below) and to
induce Lessor to extend credit from time to time to Lessee (under the Lease or
otherwise), Lessee hereby grants to Lessor a first priority security interest
in all of Lessee's right, title and interest in the Equipment, whether now
existing or hereafter acquired, any sums specified in this Schedule as a
"Security Deposit", and in all Proceeds (defined in Paragraph 8 below). At its
option, Lessor may apply all or any part of any Security Deposit to cure any
default of Lessee under the Lease. If upon final termination of this Schedule,
Lessee has fulfilled all of the terms and conditions hereof, then Lessor shall
pay to Lessee upon Lessee's written request any remaining balance of the
Security Deposit for this Schedule, without interest.
7. TITLE TO EQUIPMENT; FIRST PRIORITY LIEN. Lessee represents, warrants and
agrees: that Lessee currently is the lawful owner of the Equipment; that good
and marketable title to the Equipment shall remain with Lessee at all times;
that Lessee has granted to Lessor a first priority security interest in the
Equipment and all Proceeds; and that the Equipment and all Proceeds are, and at
all times shall be, free and clear of any Liens other than Lessor's security
interest therein. Lessee at its sole expense will protect and defend Lessor's
first priority security interest in the Equipment against all claims and
demands whatsoever.
8. CERTAIN DEFINITIONS. "Secured Obligations" means (a) all payments and
other obligations of Lessee under or in connection with this Schedule, and (b)
all payments and other obligations of Lessee (whether now existing or hereafter
incurred) under or in connection with the Master Lease and all present and
future Lease Schedules thereto, and (c) all other leases, indebtedness,
liabilities and/or obligations of any kind (whether now existing or hereafter
incurred, absolute or contingent, direct or indirect) of Lessee to Lessor or to
any affiliate of either Lessor or BANK ONE CORPORATION. "Proceeds" means all
cash and non-cash proceeds of the Equipment including, without limitation,
proceeds of insurance, indemnities and/or warranties.
9. AMENDMENTS TO MASTER LEASE. FOR PURPOSES OF THIS SCHEDULE ONLY, Lessee and
Lessor agree to amend the Master Lease as follows: (a) public liability or
property insurance as described in the second sentence of Section 8 will not be
required; (b) the definition of "Stipulated Loss Value" in clause (b) of
Section 9 is deleted and replaced by Paragraph 10 below; (c) the text of
Section 10 is deleted in its entirety; (d) Subsections 23(a) and 23(c) are
deleted; (e) subsection 23(b) and the last sentence of section 4 will apply
only if an event of default occurs; and (f) all references in the Lease as it
relates to this Schedule to "Lessee" and "Lessor" shall be changed to
"Borrower" and "Lender" respectively.
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[BANK ONE LOGO]
10. STIPULATED LOSS VALUE. FOR PURPOSES OF THIS SCHEDULE ONLY, the "Stipulated
Loss Value" of any item of Equipment during its Lease Term equals the aggregate
of the following as of the date specified by Lessor: (a) all accrued and unpaid
interest, late charges and other amounts due under this Schedule and the Master
Lease to the extent it relates to this Schedule as of such specified date, plus
(b) the remaining principal balance due and payable by Lessee under this
Schedule as of such specified date, plus (c) interest on the amount described in
the foregoing clauses (a) and (b) at the Overdue Rate commencing with the
specified date; provided, that the foregoing calculation shall not exceed the
maximum amount which may be collected by Lessor from Lessee under applicable law
in connection with enforcement of Lessor's rights under this Schedule and the
Master Lease to the extent it relates to this Schedule.
11. LESSEE TO PAY ALL TAXES. FOR PURPOSES OF THIS SCHEDULE AND ITS EQUIPMENT
ONLY: Lessee shall pay any and all Taxes relating to this Schedule and its
Equipment directly to the applicable taxing authority; Lessee shall prepare
and file all reports or returns concerning any such Taxes as may be required by
applicable law or regulation (provided, that Lessor shall not be identified as
the owner of the Equipment in such reports or returns); and Lessee shall, upon
Lessor's request, send Lessor evidence of payment of such Taxes and copies of
any such reports or returns.
12. LESSEE'S ASSURANCES. Lessee irrevocably and unconditionally: (a) reaffirms
all of the terms and conditions of the Master Lease and agrees that the Master
Lease remains in full force and effect; (b) agrees that the Equipment is and
will be used at all times solely for commercial purposes, and not for personal
family or household purposes; and (c) incorporates all of the terms and
conditions of the Master Lease as if fully set forth in this Schedule.
13. REPRESENTATIONS AND WARRANTIES: Lessee represents and warrants that: (a)
Lessee is a corporation, partnership or proprietorship duly organized, validly
existing and in good standing under the laws of the state of its organization
and is qualified to do business and is in good standing under the laws of each
other state in which the Equipment is or will be located; (b) Lessee has full
power, authority and legal right to sign, deliver and perform the Master Lease,
this Schedule and all related documents and such actions have been duly
authorized by all necessary corporate/partnership/proprietorship action; and
(c) the Master Lease, this Schedule and each related document has been duly
signed and delivered by Lessee and each such document constitutes a legal, valid
and binding obligation of Lessee enforceable in accordance with its terms.
14. CONDITIONS. No lease of Equipment under this Schedule shall be binding on
Lessor, and Lessor shall have no obligation to purchase the Equipment covered
hereby, unless: (a) Lessor has received evidence of all required insurance;
(b) in Lessor's sole judgment, there has been no material adverse change in the
financial condition or business of Lessee or any guarantor, (c) Lessee has
signed and delivered to Lessor this Schedule, which must be satisfactory to
Lessor, and Lessor has signed and accepted this Schedule; (d) no change in the
Code or any regulation thereunder, which in Lessor's sole judgment would
adversely affect the economics to Lessor of the lease transaction, shall have
occurred or shall appear to be imminent; (e) Lessor has received, in form and
substance satisfactory to Lessor, such other documents and information as Lessor
shall reasonably request; and (f) Lessee has satisfied all other reasonable
conditions established by Lessor.
15. OTHER DOCUMENTS: EXPENSES: Lessee agrees to sign and deliver to Lessor any
additional documents deemed desirable by Lessor to effect the terms of the
Master Lease or this Schedule including, without limitation, Uniform Commercial
Code financing statements which Lessor is authorized to file with the
appropriate filing officers. Lessee hereby irrevocably appoints Lessor and any
designee of Lessor as Lessee's attorney-in-fact with full power and authority in
the place of Lessee and in the name of Lessee to prepare, sign, amend, file or
record any Uniform Commercial Code financing statements or other documents
deemed desirable by Lessor to perfect, establish or give notice of Lessor's
interests in the Equipment or in any collateral as to which Lessee has granted
Lessor a security interest. Lessee shall pay upon Lessor's written request any
actual out-of-pocket costs and expenses paid or incurred by Lessor in connection
with the above terms of this section or the funding and closing of this
Schedule.
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[BANK ONE LOGO]
16. PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor
has not selected, manufactured, sold or supplied any of the Equipment, (ii)
Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has
received a copy of, and approved, the purchase orders or purchase contracts for
the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS
RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (b) ALL EQUIPMENT IS IN
GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL
APPLICABLE SPECIFICATIONS; (c) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR
PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (d) LESSEE
UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF
THE EQUIPMENT.
LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES
THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE
EQUIPMENT OR THIS SCHEDULE.
BANC ONE LEASING CORPORATION CERPROBE INTERCONNECT SOLUTIONS, INC.
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(Lessor)
By: By: /s/ Randal L. Buness
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Title: Title: Chief Financial Officer,
Secretary, Treasurer, Director
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Acceptance Date: Witness: /s/ Laura M. Back
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BANC ONE LEASING CORPORATION
SCHEDULE A-1 EQUIPMENT LEASED HEREUNDER
QUANTITY DESCRIPTION PAGE 1
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TOTAL AMOUNT: $222,423.82
LOCATION:
10365 SANDEN DRIVE
DALLAS, TX 75238-2440
DALLAS COUNTY
ALL PROPERTY DESCRIBED IN THE INVOICES IDENTIFIED BELOW, WHICH PROPERTY MAY BE
GENERALLY DESCRIBED AS OFFICE EQUIPMENT.
INVOICE INVOICE
VENDOR NAME NUMBER AMOUNT
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EDC 224862 $ 36,900.00
NorthAmerican 177663 $ 672.00
Service Electric Co. 060499 $ 1,499.24
Probot 12483 $129,000.00
Probot 05233/4 $ 1,666.00
Probot 060499 $ 390.65
Probot 060999 $ 147.93
Garland 0992 $ 52,148.00
TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS,
IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO.
This Schedule A-1 is attached to and made a part of Lease Number 1000100200 and
constitutes a true and accurate description of the equipment.
Lessee:
CERPROBE INTERCONNECT SOLUTIONS, INC.
By: /s/ Randal L. Buness
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Date: November 15, 1999
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6
NAME CHANGE ADDENDUM
Dated _________________
Master Lease Agreement Dated 11/17/97
Lessee: COMPUROUTE, INC. (Previous Name)
CERPROBE INTERCONNECT SOLUTIONS, INC. (New Name)
Reference is made to the Master Lease Agreement identified above ("Master
Lease"), which is by and between Banc One Leasing Corporation ("Lessor") and
the lessee identified above ("Lessee"). As used herein: "Lease" shall mean any
and all Schedules and the Master Lease; and "Equipment" shall mean the
equipment covered by the Schedules. This Addendum modifies the terms and
conditions of each Lease. Unless otherwise defined herein, capitalized terms
defined in the Lease shall have the same meaning when used herein.
Lessor and Lessee agree as follows:
1. Lessee has changed its name from the Previous Name to the New Name.
All references to the Lessee in each Lease and in the Master Lease to the
Previous Name are amended to be references to the New Name.
2. Lessee acknowledges that it has at all times been the Lessee for all
purposes of each Lease from the inception of each Lease. Lessee hereby ratifies
each Lease, including, without limitation, all powers of attorney granted to
Lessor by each Lease.
Except as expressly amended by this Addendum, the Lease remains unchanged
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
the date referenced above.
Cerprobe Interconnect Banc One Leasing Corporation
Solutions, Inc.
(Lessee) (Lessor)
By: /s/ Randal L. Buness By:
Title: Chief Financial Officer, Title:
Secretary, Treasurer Director
Witness: /s/ Laura M. Back
7
CORPORATE GUARANTY
(Limited to the "Guaranteed Lease")
Master Lease Agreement Date: NOVEMBER 17, 1997
Lessee Name: CERPROBE INTERCONNECT SOLUTIONS, INC.
Lease Schedule Number: 1000100200
Equipment Cost/Amount Financed: $222,798.82
1. For valuable consideration, the receipt of which is hereby acknowledged, the
undersigned jointly and severally unconditionally guarantee to BANC ONE LEASING
CORPORATION (hereinafter called "Lessor") the full and prompt performance by the
lessee identified above (hereinafter called "Lessee") of all obligations which
Lessee now has or may hereafter have to Lessor under the GUARANTEED LEASE (as
defined below) and unconditionally guarantee the prompt payment when due
(whether at scheduled maturity, upon acceleration or otherwise) of any and all
sums, indebtedness and liabilities of whatsoever nature, due or to become due,
direct or indirect, absolute or contingent, now or hereafter at any time owed or
contracted by Lessee to Lessor under the GUARANTEED LEASE, and all costs and
expenses of and incidental to collection of any of the foregoing, including
reasonable attorneys' fees (all of the foregoing hereinafter called
"Obligations"). "GUARANTEED LEASE" shall mean the Lease Schedule identified
above (whether now existing or hereafter arising) together with the Master Lease
Agreement identified above ("Master Lease") to the extent that it relates to the
above-described Lease Schedule.
2. This is an absolute and unconditional guarantee of payment and not of
collection. Lessor shall not be required, as a condition of the liability of the
undersigned, to resort to, enforce or exhaust any of its remedies against the
Lessee or any other party who may be liable for payment on any Obligation or to
resort to, marshall, enforce or exhaust any of its remedies against any leased
property or any property given or held as security for this Guaranty or any
Obligation.
3. The undersigned hereby waive and grant to Lessor, without notice to the
undersigned and without in any way affecting the liability of the undersigned,
the right at any time and from time to time, to extend other and additional
credit, leases, loans or financial accommodations to Lessee apart from the
Obligations, to deal in any manner as it shall see fit with any Obligation of
Lessee to Lessor and with any leased property or security for such Obligation,
including, but not limited to, (i) accepting partial payments on account of any
Obligation, (ii) granting extensions or renewals of all or any part of any
Obligation, (iii) releasing, surrendering, exchanging, dealing with, abstaining
from taking, taking, abstaining from perfecting, perfecting, or accepting
substitutes for any or all leased property or security which it holds or may
hold for any Obligation, (iv) modifying, waiving, supplementing or otherwise
changing any of the terms, conditions or provisions contained in any Obligation
and (v) the addition or release of any other party or person liable hereon,
liable on the Obligations or liable on any other guaranty executed to guarantee
any of Lessee's Obligations. The undersigned jointly and severally hereby agree
that any and all settlements, compromises, compositions, accounts stated and
agreed balances made in good faith between Lessor and Lessee shall be binding
upon the undersigned.
4. Every right, power and discretion herein granted to Lessor shall be for the
benefit of the successors or assigns of Lessor and of any transferee or assignee
of any Obligation covered by this Guaranty, and in the event any such Obligation
shall be transferred or assigned, every reference herein to Lessor shall be
construed to mean, as to such Obligation, the transferee or assignee thereof.
This Guaranty shall be binding upon each of the undersigned's executors,
administrators, heirs, successors and assigns.
5. This Guaranty shall continue in force for so long as Lessee shall be
obligated to Lessor pursuant to the Obligations described above. The undersigned
expressly waive notice of the incurring by Lessee of any Obligation to Lessor.
The undersigned also waive presentment, demand of payment, protest, notice of
dishonor or nonpayment of or nonperformance of any Obligation.
6. The undersigned hereby waive any claims or rights which they might now have
or hereafter acquire against Lessee or any other person primarily or
contingently liable on any Obligation of Lessee, which claims or rights arise
from the existence or performance of the undersigned's obligations under this
Guaranty or any other guaranty or under any instrument or agreement with respect
to any leased property or any property constituting collateral or security for
this Guaranty or any other guaranty, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, or any
right to participate in any claim or remedy of Lessor or any other creditor
which the undersigned now has or hereafter acquires, whether such claim or right
arises in equity, under contract or statute, at common law, or otherwise.
7. Lessor's rights hereunder shall be reinstated and revived, and this Guaranty
shall be fully enforceable, with respect to any amount at any time paid on
account of the Obligations which thereafter shall be required to be restored or
returned by Lessor upon the bankruptcy, insolvency or reorganization of the
Lessee, the undersigned, or any other person, or as a result of any other fact
or circumstance, all as though such amount had not been paid.
8. The undersigned jointly and severally agree to pay to Lessor all costs and
expenses, including reasonable attorneys' fees, incurred by Lessor in the
enforcement or attempted enforcement of this Guaranty, whether or not suit is
filed in connection therewith, or in the exercise by Lessor of any right,
privilege, power of remedy conferred by this Guaranty.
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9. The undersigned represent and warrant that they have relied exclusively on
their own independent investigation of Lessee, the leased property and the
collateral for their decision to guarantee Lessee's Obligations now existing or
thereafter arising. The undersigned agree that they have sufficient knowledge of
the Lessee, the leased property, and the collateral to make an informed decision
about this Guaranty, and that Lessor has no duty or obligation to disclose any
information in its possession or control about Lessee, the leased property, and
the collateral to the undersigned. The undersigned warrant to Lessor that they
have adequate means to obtain from the Lessee on a continuing basis information
concerning the financial condition of the Lessee and that they are not relying
on Lessor to provide such information either now or in the future.
10. As long as any indebtedness under any of the Obligations remains unpaid or
any credit is available to Lessee under any of the Obligations, the undersigned
agree to furnish to Lessor: (a) annual financial statements setting forth the
financial condition and results of operation of the undersigned (financial
statements shall include balance sheet, income statement, changes in financial
position and all notes thereto) within 120 days of the end of each fiscal year
of the undersigned; (b) quarterly financial statements setting forth the
financial condition and results of operation of the undersigned within 60 days
of the end of each of the first three fiscal quarters of the undersigned; and
(c) such other financial information as Lessor may from time to time request
including, without limitation, financial reports filed by the undersigned with
federal or state regulatory agencies.
11. No postponement or delay on the part of Lessor in the enforcement of any
right hereunder shall constitute a waiver of such right. The failure of any
person or entity to sign this Guaranty shall not discharge the liability of any
of the undersigned.
12. This Guaranty remains fully enforceable irrespective of any claim, defense
or counterclaim which the Lessee may or could assert on any of the Obligations
including but not limited to failure of consideration, breach of warranty,
payment, statute of frauds, statute of limitations, fraud, bankruptcy, accord
and satisfaction, and usury, same of which the undersigned hereby waive along
with any standing by the undersigned to assert any said claim, defense or
counterclaim.
13. This Guaranty contains the entire agreement of the parties and supersedes
all prior agreements and understandings, oral or written, with respect to the
subject matter hereof. This Guaranty is not intended to replace or supersede any
other guaranty which the undersigned have entered into or may enter into in the
future. The undersigned may enter into additional guaranties in the future which
may or may not refer to the Master Lease identified above and such guaranties
are not intended to replace or supersede this Guaranty unless specifically
provided in that additional guaranty. The interpretation, construction and
validity of this guaranty shall be governed by the laws of the State of Ohio.
With respect to any action brought by Lessor against Guarantor to enforce any
term of this guaranty, Guarantor hereby irrevocably consents to the jurisdiction
and venue of any state or federal court in Franklin County, Ohio, where Lessor
has its principal place of business and where payments are to be made by Lessee
and Guarantor.
ALL PARTIES TO THIS GUARANTY, INCLUDING GUARANTOR AND LESSOR, WAIVE ALL RIGHTS
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY
AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION
WITH OR IN ANY WAY RELATED TO THIS GUARANTY.
CERPROBE CORPORATION
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(Guarantor/Undersigned)
By: /s/ Randal L. Buness
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Title: Sr. Vice President Witness: /s/ Laura M. Back
Chief Financial Officer -----------------
Secretary, Treasurer
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Date: November 15, 1999
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