EXHIBIT 99.F
FIRST AMENDMENT TO
LEASE ORDER TERMS
AND CONDITIONS
This FIRST AMENDMENT, dated as of June 28, 1988, between Ford Motor Company
("Lessee".) and American Finance Group ("Lessor") amends Lease Order Terms and
Conditions dated as of April 5, 1988, between Lessee and Lessor (the "Lease
Order"), as follows.
1. Section 6 of the Lease Order Terms and Conditions is hereby
amended and restated to read in its entirety as follows:
"6. ACCEPTANCE
Lessee shall accept the equipment if the Equipment has operated
efficiently for the period indicated in this Lease Order as the "Acceptance
Period" in conformance with both technical specifications therefor and any
proposal submitted to Lessee by Lessor. Lessee's acceptance shall be evidenced
by its execution and delivery to Lessor of the "Certificate of Acceptance" in
the form attached as Exhibit A. Lessee represents and warrants that Lessor is
entitled to rely without independent verification or investigation on each such
Certificate of Acceptance bearing a signature purporting to be that of a
representative of Lessee as a true and genuine signature of a duly authorized
agent of Lessee, valid and blinding against Lessee for purposes of acceptance
hereunder. Rental shall begin to accrue as of the first day of "the acceptance
period (the "Rental Start Date") at the Daily Acceptance Period Rent per unit of
Equipment accepted shown on the Lease Order (such Daily Acceptance Period Rent
being calculated as the per diem amount, per unit accepted, of the Monthly Rent
based on a thirty-day month). Rental at the Monthly Rent shown on the Lease
Order shall accrue and be payable in advance commencing as of the first day of
calendar quarter following the month in which the last unit of Equipment under a
Lease Order has been accepted. (Lease Rate Factors shown on the Lease Order are
the multiple which, applied to the per Unit or aggregate Equipment Cost (as the
case may be), produce the acceptance Period Rent per Unit or the Monthly Rent,
respectively.)"
2. This First Amendment shall apply to all equipment leased
pursuant to Lease Orders for which the Rental Start Date is on
or after May 5, 1988.
IN WITNESS WHEREOF the parties hereto have caused this First amendment
to be executed and delivered by their duly authorized representatives as of the
date first above written.
AMERICAN FINANCE GROUP
By: /s/ [ILLEGIBLE]
--------------------------------
Title: Assistant General Counsel and
Assistant Secretary
FORD MOTOR COMPANY
By: /s/ J.L. SCICLUNA
--------------------------------
Title: Director
Facilities & Tools Purchasing Office
AMENDMENT TO LEASE ORDER TERMS AND CONDITIONS
BETWEEN FORD MOTOR COMPANY, LESSEE, AND
AMERICAN FINANCE GROUP, INC., LESSOR
The Agreement between Ford Motor Company, as lessee ("Lessee"), and
American Finance Group, Inc., as lessor ("Lessor") effective April 5, 1988 which
established the Lease Order Terms and Conditions for certain personal property,
is hereby amended as follows:
The following is added to Paragraph 13:
(d) Lessor acknowledges and agrees that Lessee shall have no
responsibility to deal with any investors ("Investors") in any
trust, limited partnership or other entity sponsored and
managed by Lessor or its affiliates ("Investment Program") to
which Lessor may assign its rights pursuant to subsection 13
(a) above, in connection with the Leases or the Equipment.
Upon referral by Lessee to Lessor, Lessor shall promptly and
diligently investigate and handle any inquiries or claims or
provide other information as requested by any such Investors.
For so long as no Event of Default has occurred and is
continuing under the Leases, Lessor indemnifies Lessee and
holds Lessee harmless from and against any costs, claims,
losses or liabilities incurred or suffered by Lessee to the
extent resulting from Lessor's assignment of a Lease to an
Investment Program.
The amendment is retroactive to April 5, 1988.
FORD MOTOR COMPANY AMERICAN FINANCE GROUP
By: /s/ R.R. CRONAN By: /s/ [ILLEGIBLE]
--------------------------- --------------------------
Title: Buyer Manager Title: Manager
Date: 11/19/90 Date: 1/14/91
SECOND AMENDMENT TO LEASE ORDER TERMS AND CONDITIONS
This SECOND AMENDMENT, dated as of May 19, 1989, between Ford Motor
Company ("Lessee") and American Finance Group ("Lessor") amends Lease Order
Terms and Conditions dated as of April 5, 1988, between Lessee and Lessor (as
successor in interest to American Finance Group, Inc.) (The "Lease Order Terms
and Conditions"), as follows:
1. Section 6 of the Lease Order Terms and Conditions is hereby
amended and restated to read in its entirety as follows:
"6. ACCEPTANCE
Lessee shall accept the Equipment if the Equipment has
operated efficiently for the period indicated in this Lease Order as
the "Acceptance Period" in conformance with both technical
specifications therefor and any proposal submitted to Lessee by Lessor.
Lessee's acceptance shall be evidenced by its execution and delivery to
Lessor of the "Acceptance Certificate" in the form attached as Exhibit
A. Lessee represents and warrants that Lessor is entitled to rely
without independent verification or investigation on each such
Acceptance Certificate bearing a signature purporting to be that of a
representative of Lessee as a true and genuine signature of a duly
authorized agent of Lessee, valid and binding against Lessee for
purposes of acceptance hereunder and for purposes of enforcement of the
Lease. Rentals shall begin to accrue as of the first day of the
acceptance period (the "Rental Start Date") at the Daily Acceptance
Period Rent per unit of Equipment accepted shown on the Lease Order
(such Daily Acceptance Period Rent being calculated as the per diem
amount, per unit accepted, of the Monthly Rent based on a thirty-day
month). Rental at the Monthly Rent shown on the Lease Order shall
accrue and be payable in advance commencing as of the first day of the
month following the month in which the last unit of Equipment under a
Lease Order has been accepted. (Lease Rate Factors shown on the Lease
Order are the multiple which, applied to the per Unit or aggregate
Equipment Cost (as the case may be), produce the Acceptance Period Rent
per Unit or the Monthly Rent, respectively.)"
2. For all purposes under the Lease Order Terms and Conditions
and Lease Orders, "Basic Rent" and "Monthly Rent" shall be synonymous.
3. This Second Amendment shall apply to all equipment leased
pursuant to Lease Order for which the Rental Start Date is on or after
May 19, 1989.
As amended hereby, the Lease Order Terms and Conditions are hereby
approved, confirmed and ratified and are in full force and effect.
IN WITNESS WHEREOF the parties hereto have caused this Second Amendment
to be executed and delivered by their duly authorized representatives as of the
date first above written.
FORD MOTOR COMPANY AMERICAN FINANCE GROUP
By: /s/ R.R. CRONAN By: /s/ [ILLEGIBLE]
--------------------------- --------------------------
Title: Buyer Title:
ATTACHMENT A TO LEASE/PURCHASE ORDER NO. _________________
Lessor: AMERICAN FINANCE GROUP, INC.
Address: Exchange Place
Boston, Massachusetts 02109
Lessee: FORD MOTOR COMPANY
The American Road
Dearborn, MI 48121
LEASE ORDER TERMS AND CONDITIONS
1. LEASE; ENTIRE AGREEMENT
This Attachment, dated as of April 5, 1988, sets forth the terms and
conditions governing the lease of certain items of personal property
(the "Equipment") described on the face of the Lease Order to which
this document is attached. This attachment, such lease/purchase order
and any other attachments thereto shall constitute the "Lease Order" as
such term is used herein and the entire agreement between the parties
thereto; provided, however, that the printed terms and conditions (if
any) on the reverse side of such lease/purchase Order shall have no
force and effect. In the event of a conflict between the typewritten
terms and conditions on the face of the Lease Order and the terms and
conditions set forth herein, the typewritten terms and conditions on
the face of the Lease Order shall govern.
2. TERM; RENTAL PAYMENTS
(a) The term of the Lease Order is set forth on the face of this
Lease Order and shall commence on the Rental Start Date as
defined herein.
(b) Lessee shall make rental payments to Lessor for lease of the
Equipment in the amounts and on the dates specified in this
Lease Order. All rental or other payments by Lessee to Lessor
shall be made Lessor at the address set forth in this Lease
Order or at such other address as Lessor may hereafter direct
in writing.
3. NET LEASE; LESSEE'S INDEMNITY; NO WARRANTIES BY LESSOR.
Rent is net of, and Lessee agrees to pay, and will indemnify and hold
Lessor and any assignee of Lessor harmless from and against, all costs
(including, without limitation, maintenance, repair and insurance
costs), claims (but excluding third-party suits based solely on a claim
of product liability or strict liability in tort), losses or
liabilities relating to the Equipment or its use that are incurred by
or asserted against Lessee, any permitted sublessee of Lessee, Lessor
or any assignee of Lessor and arise out of matters occurring prior to
the return of the Equipment (1) unless Lessor's intentional misconduct
or negligence is the direct and proximate cause of the foregoing, and
(ii) other than liens and security interests created by Lessor and
(iii) other than taxes, fees, charges and assessments described in
section 5(b) hereof. The Lease Order is for
purposes of providing lease financing only. Lessor is not a dealer,
supplier, manufacturer or vendor of the Equipment, and Lessee is solely
responsible for the selection of the Equipment, the manufacturer and
vendor thereof in accordance with Lessee's specifications and for the
inspection, acceptance, use and maintenance of the Equipment. Lessee
agrees that it shall not initiate or participate, by joinder or
otherwise, in a claim or counterclaim against Lessor or product
liability or strict liability in tort and will object by appropriate
proceeding to the inclusion of Lessor as a defendant in any proceeding
based upon such a claim. The Lease Order is a triple net lease.
Lessee's obligations are not subject to defense, counterclaim, set-off,
abatement or recoupment, and Lessee waives all rights to terminate or
surrender the Lease Order, for any reason, including, without
limitation, defect in the Equipment or nonperformance by Lessor,
PROVIDED, HOWEVER, that Lessee specifically retains the right to seek
recourse against Lessor by way of separate action either at law or in
equity in the event of nonperformance by Lessor under the Lease Order.
LESSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to Lessee all
manufacturer or vendor warranties and will cooperate with Lessee in
asserting any claims under such warranties.
4. USE, MAINTENANCE AND REPAIRS
The Equipment is to be used exclusively by Lessee in the conduct of its
business, only for the purposes for which it was designed. The
equipment is not to be removed from the location specified on the Lease
Order except upon prior written notice to Lessor, and in no event may
the Equipment be moved to a location outside the continental United
States without the prior written consent of Lessor, which consent shall
not be unreasonably withheld. Lessee will effect all maintenance and
repairs necessary to keep the Equipment in good and efficient operating
condition and appearance, reasonable wear and tear excepted. All
maintenance and repairs will be made in accordance with the
manufacturer's recommendations and by authorized representatives of the
manufacturer or by persons of equal skill and knowledge whose work will
not adversely affect any applicable manufacturer's or vendor's
warranty.
5. COMPLIANCE WITH LAWS; TAXES
(a) Lessee shall comply with and conform to all laws and
regulations relating to the possession, use and maintenance of
the Equipment, and shall save Lessor harmless against actual
or asserted violations thereof.
(b) Lessee agrees to prepare and file all required returns or
reports and to pay all sales, gross receipts, personal
property and other taxes, fees, interest, fines or penalties
imposed by any governmental authority relating in any way to
the Equipment, except taxes measured by the net worth, net or
gross income or profit of Lessor, including the Michigan
Single Business Tax, which shall be solely the responsibility
of Lessor. Notwithstanding the foregoing, Lessor will report
and pay all use taxes and Lessee will pay to Lessor, on each
Basic Rent Payment Date, as additional rent, an amount equal
to the Basic Rent Payment Date, as additional rent, an amount
equal to the use taxes attributable to that payment of Basic
Rent. If any item of Equipment is located in a taxing
jurisdiction that does not allow Lessee to report and pay
personal property taxes directly, Lessee will prepare an
appropriate tax return to be delivered, together with funds
equal to the taxes Lessee claims are due on such return, to
-2-
Lessor not less than ten (10) days prior to the date such
taxes, are due. The state and local retail sales and use tax
status of the Equipment shall be indicated on the face of this
Lease Order.
6. ACCEPTANCE
Lessee shall accept the Equipment if the Equipment has operated
efficiently for the period indicated in this Lease Order as the
"Acceptance Period" in conformance with both technical specifications
therefor and any proposal submitted to lessee by Lessor. Lessee's
acceptance shall be evidenced by its execution and delivery to Lessor
of the "Certificate of Acceptance" in the form attached as Exhibit A.
Lessee represents and warrants that Lessor is entitled to rely without
independent verification or investigation on each such Certificate of
Acceptance bearing a signature purporting to be that of a
representative of Lessee as a true and genuine signature of a duly
authorized agent of Lessee, valid and binding against Lessee for
purposes of acceptance hereunder. Rental shall begin to accrue as of
the first day of the acceptance period (the "Rental Start Date") at the
Daily Acceptance Period Rent per unit of Equipment accepted shown on
the Lease Order (such Daily Acceptance Period Rate being calculated as
the per diem amount, per unit accepted, of the Monthly Rent based on a
thirty-day month). Rental at the Monthly Rent shown on the Lease Order
shall accrue and be payable in advance commencing as of the first day
of month following the month in which the last unit of Equipment under
a Lease Order has been accepted. (Lease Rate Factors shown on the Lease
Order are the multiple which, applied to the per Unit or aggregate
Equipment Cost (as the case may be), produce the Acceptance Period Rent
per Unit or the Monthly Rent, respectively.)
7. LICENSE
Lessor grants to Lessee a nonexclusive, nontransferable license to use
the software products, including related documentation, provided with
the Equipment solely for Lessee's own use on or with the Equipment.
Lessee will not sell, transfer, disclose, or otherwise make available
such software products or copies thereof to third parties; provided,
however, that the software products may be disclosed on a need-to-know
basis to Lessee's employees or independent contractors using the
Equipment. No title or ownership of the software products or any
portion thereof is transferred to Lessee. The license granted herein
shall terminate upon termination of this Lease Order, and Lessee
agrees, upon termination, to return or destroy the software products
and all portions or copies thereof.
8. TRANSPORTATION EXPENSES
(a) Unless otherwise indicated in this Lease Order, all Equipment
transportation, rigging and drayage charges shall be paid by
Lessee. Lessee shall furnish such labor as may be necessary
for packing and unpacking Equipment when in the possession of
Lessee.
(b) All shipments of Equipment shall be made by a method specified
by Lessee.
9. RISK OF LOSS
Lessee will bear all risk of loss with respect to the Equipment during
the Lease Term and until the Equipment is returned to Lessor. Lessee
will
-3-
notify Lessor promptly in writing if any item of Equipment is lost,
stolen, requisitioned by a governmental authority or damaged beyond
repair (each a "Casualty"), describing the Casualty in reasonable
detail, and will promptly file a claim under appropriate policies of
insurance. Lessee may, with the prior written consent of Lessor,
replace the Equipment suffering a Casualty with similar items of at
least equal value and utility. If Lessee does not replace the
Equipment, Lessee will pay to Lessor on the next Payment Date following
the Casualty, in addition to Basic Rent and other sums due on that
date, an amount equal to the Order, solely as it relates to the
Equipment suffering the Casualty, will terminate and ownership of the
Equipment suffering the Casualty, including all claims for insurance
proceeds or condemnation awards, will pass to Lessee upon receipt of
such payment by Lessor.
10. INSURANCE
Lessee agrees, directly or through an agent, to maintain policies of
insurance on the Equipment in amounts, against risks and on terms and
conditions applicable to other equipment owned or leased by Lessee and
similar to the Equipment. Such insurance will at a minimum include (1)
physical damage and theft insurance in an amount at least equal to the
Casualty Value set forth on the Lease Order for such Equipment and (ii)
comprehensive liability insurance in the amount of at least $5,000,000
per occurrence, in each case with deductibles not in excess of
$100,000. All policies (A) are to be maintained with insurers
acceptable to Lessor; (B) are to name Lessor and its assignees as loss
payees with respect to physical damage and theft and as additional
insureds with respect to liability, as their interests may appear; and
(C) are to provide that they may not be altered or cancelled except
upon thirty days prior written notice to Lessor and each of Lessor's
assignees named as additional insured and loss payee. Lessee agrees to
deliver to Lessor such certificates of insurance as Lessor may, from
time to time, request. Lessor may hold any insurance proceeds as
security for Lessee's performance of its obligations with respect to
the Equipment on behalf of which the proceeds were paid and the payment
of all rent and other sums then due and unpaid under the Lease Order
and will pay such proceeds over to Lessee only upon receipt of
satisfactory evidence thereof. Lessor accepts Lessee's current
practices of self-insurance in satisfaction of the requirements set
forth above.
11. QUIET POSSESSION AND USE
(a) Title to the Equipment shall remain in Lessor, and Lessee
shall keep the Equipment free and clear of any and all liens,
charges and encumbrances of any party claiming by or through
Lessee.
(b) Lessor covenants and warrants to and with Lessee that Lessor
is the lawful owner of the Equipment, free from all
encumbrances, and that subject to Lessee performing the
conditions hereof, Lessee shall peaceably and quietly hold,
possess and use the Equipment during the term of this Lease
Order. Lessor shall indemnify and hold harmless Lessee and
will protect and defend, at its sole expense, the rights of
Lessee described in this Paragraph against any claims against
or encumbrances on the Equipment asserted by or through
Lessor.
-4-
12. LESSEE'S RIGHT TO SUBLEASE AND ASSIGN
Provided that Lessee is not in default hereunder, Lessee shall have the
following rights to sublease the Equipment or assign this Lease Order
for the remainder of the applicable lease term; provided, however, that
Lessee shall remain responsible for all provisions and obligations of
this Lease Order:
(a) Lessee may sublease the Equipment to a Ford Affiliated Company
upon reasonable prior notice to Lessor (a "Ford Affiliated
Company" is any subsidiary or affiliate of Lessee 51% of the
voting stock or assets of which are indirectly or directly
owned or controlled by Lessee); or
(b) Lessee may sublease the Equipment or assign this Lease Order
to any other party upon 30 days prior written notice to Lessor
and provided that Lessor consents in writing to such sublessee
or assignee and all terms and conditions of such sublease or
assignment, such consent not to be unreasonably withheld.
13. ASSIGNMENT BY LESSOR
(a) Lessor may at any time and from time to time transfer, assign
or grant a security interest in its rights under this Lease
Order, the Equipment and/or the rental payments and other sums
at any time due and to become due, or at any time owing or
payable, by Lessee to Lessor under any of the provisions of
this Lease Order, provided that Lessor gives Lessee 30 days
prior written notice of any proposed transfer, assignment or
grant an assignment to a trust, limited partnership or other
entity sponsored and managed by Lessor or its affiliates. Any
such assignment may be either absolute or as collateral
security for indebtedness of Lessor. There shall be only one
absolute assignee and one collateral assignee at any one time.
It shall be reasonable for Lessee to withhold its approval if
the proposed transfer, assignment or grant of a security
interest would in any way affect any then existing loan
commitments or lines of credit of Lessee or any member of
Lessee's "Affiliated Group" with such assignee or with any
corporation that is a member of an "Affiliated Group" of which
such assignee is also a member. The term "Affiliated Group"
shall have the meaning set forth in Section 1504(a) of the
Internal Revenue Code.
(b) No such assignee shall be obligated to perform any duty,
covenant or condition required to be performed by Lessor under
any of the terms and conditions hereof; provided, however,
that such assignee shall be obligated to comply with this
Paragraph in the event such assignee proposes to further
transfer, assign or grant a security interest in its rights
under this Lease Order. Notwithstanding any such assignment,
each and every covenant, agreement, representation and
warranty of Lessor shall survive any such assignment and shall
be and remain the sole liability of Lessor and of every
person, firm or corporation succeeding (by merger,
consolidation, purchase of assets or otherwise) to all or
substantially all business assets or goodwill of Lessor.
Without limiting the foregoing, Lessee acknowledges and agrees
that from and after the receipt by Lessee of
-5-
written notice of an assignment from Lessor (i) if so
directed, all rental and other payments which are the subject
matter of the assignment shall be paid to the assignee thereof
at the place of payment designated in such notice, (ii) if
such assignment was made for collateral purposes, the rights
of any such assignee in and to the rental and other payments
by Lessee under any provisions of this Lease Order shall be
absolute and unconditional and shall not be subject to any
abatement whatsoever, or to any defense, set-off, counterclaim
or recoupment whatsoever by reason of any damage to or loss or
destruction of the Equipment, or any defect in or failure of
title of Lessor to the Equipment, or any interruption from
whatsoever cause (other than from any wrongful act of such
assignee) in the use, operation or possession of the Equipment
or any indebtedness or liability howsoever and whenever
arising of Lessor to Lessee or to any other person, firm,
corporation or governmental agency or taxing authority, or any
misconduct or negligence of Lessor, and (iii) theassistance
shall have the sole right to exercise all rights, privileges,
consents and remedies (either in its own name or in the name
of Lessor for the use and benefit of the assignee) which are
permitted or provided to be exercised by lessor. Lessee shall
confirm the above to such assignee in writing in such form as
such assignee may reasonably require. Lessee does not hereby
waive any claim which it may have against Lessor, any assignee
or any other party.
(c) It is further understood and agreed that if a security
interest in the Equipment is granted to an assignee of the
rental payments as additional security for indebtedness of
Lessor, the security agreement covering the Equipment shall
expressly provide that the right, title and interest of the
secured party thereunder is subject to the right and interest
of Lessee in and to the Equipment pursuant to this Lease
Order.
14. ALTERATIONS AND ATTACHMENTS
Lessee may make or have made on its behalf alterations in and additions
or attachments to the Equipment which are necessary or desirable for
the maintenance or improvement or the equipment, all at Lessee's sole
cost and expense, provided that no such alteration, addition or
attachment reduces the value or impairs the capabilities or efficiency
of the Equipment or violates the provisions of Revenue Procedure 79-48
or any successor rule, regulation or Revenue Procedure. Lessor shall,
at Lessee's sole expense, execute and deliver from time to time such
instruments, including but not limited to orders for new equipment,
components or modifications, and do such other matters and things as
may be necessary or appropriate to Lessee's rights under this Paragraph
14. Any part, attachment, appurtenance or accessory constituting a
physical part of the Equipment which cannot be readily removed without
impairing the value or utility of the Equipment and shall be deemed to
be an accession to the Equipment and shall from that time be deemed
part of the Equipment, with title thereto vesting in Lessor. Such
alterations, additions or attachments shall not modify the term of the
lease of the Equipment with respect to which such alterations,
additions or attachments are made unless agreed to by Lessor and
Lessee. If Lessee shall affix the Equipment to any real property, the
Equipment shall remain personalty and shall not become part of the
realty.
-6-
15. RECORDATION
Lessee, upon demand in writing from Lessor, shall assist Lessor to
cause the Lease Order, all attachments and exhibits hereto and any and
all additional instruments or statements which shall be executed
pursuant to the terms hereof, so far as permitted by applicable law or
regulations, to be kept, filed, and recorded and to be re-executed,
refiled, and re-recorded at all times in the appropriate office and in
such other places, whether within or without the United States, as
Lessor may reasonably request to perfect and preserve its rights
hereunder.
16. INSPECTION; REPORTS
Lessor may from time to time, upon reasonable notice and during
Lessee's normal business hours, inspect the Equipment and Lessee's
records with respect thereto and discuss Lessee's financial condition
with knowledgeable representatives of Lessee. Lessee will, if
requested, provide a report on the condition of the Equipment, a record
of its maintenance and repair, a summary of all items suffering a
Casualty, a certificate of no default or such other information or
evidence of compliance with Lessee's obligations under the Lease Order
as Lessor may reasonably request.
17. LATE PAYMENT CHARGES; LESSOR'S RIGHT TO PERFORM FOR LESSEE
A Late Payment Charge equal to the lesser of the late payment charge
assessed against Lessor in connection with the financing of its
purchase of the Equipment or 2% per annum above the prime or base
lending rate of The First National Bank of Boston, as announced from
time to time, will accrue on any sum not paid when due for each day not
paid, provided that Lessor has furnished Lessee with an invoice
therefor thirty (30) days prior to the due date thereof and given ten
business days' written notice of such nonpayment. If Lessee fails to
duly and promptly pay or perform any of its obligations hereunder,
Lessor may itself pay or perform such obligations for the account of
Lessee without thereby waiving any default and Lessee will pay to
Lessor, on demand and in addition to Basic Rent, an amount equal to all
sums so paid or expenses so incurred, plus a Late Payment Charge
accruing from the date such sums were paid or expenses incurred by
Lessor.
18. LESSEE'S OPTIONS UPON LEASE EXPIRATION
Lessee has the option at the expiration of the Lease Term, exercisable
with respect to all, but not less than all, items of Equipment leased
pursuant to Lease Orders having the same Expiration Date, (i) to return
the Equipment to Lessor, (ii) to renew the Lease Order at fair rental
value for a Renewal Term the length of which shall be determined by
agreement of Lessee and Lessor or (iii) to purchase the Equipment for
cash at its then fair market value. Lessee agrees to provide Lessor
written notice of its decision to return or purchase the Equipment or
renew the Lease order not less than 90 days prior to the Expiration
Date. If Lessee fails to give Lessor 90 days' written notice, the Lease
Term may, at Lessor's option, be extended and continue until 90 days
from the date Lessor receives written notice of Lessee's decision to
return or purchase the Equipment or renew the Lease Order. Fair market
value, fair rental value and useful life will be determined by
agreement of Lessor and Lessee, or if the parties cannot agree, by an
independent equipment
-7-
appraiser of nationally recognized standing selected by mutual
agreement of and paid equally by Lessor and Lessee. At the expiration
of the Lease Term or any extension or renewal thereof. Lessee will, at
its expense, assemble, pack, and crate the Equipment, all in accordance
with manufacturer's recommendations, if any, and deliver it by common
carrier, freight and insurance prepaid, to a place to be designated by
Lessor within the continental United States. All packaging will include
related maintenance logs, operating manuals, and other related
materials and will be clearly marked so as to identify the contents
thereof. The Equipment will be returned in good and efficient operating
condition and appearance, reasonable wear and tear excepted, and
eligible for manufacturer's maintenance. If available, free of all
Lessee's markings and free of all liens and encumbrances other than
those created by Lessor or arising out of claims against Lessor and not
related to the lease of the Equipment to Lessee. Lessor may, but is not
required to, inspect the Equipment prior to its return. If, upon
inspection, Lessor determines that the condition of any item of
Equipment does not conform to the minimum requirements set forth on
Exhibit B hereto, Lessor will promptly notify Lessee of such
determination, specifying the repairs or refurbishments needed to place
the Equipment in the minimum acceptable condition. Lessor may, at its
option, either require Lessee to effect such repairs or itself effect
such repairs. Lessor may re-inspect the Equipment and require further
repairs as often as necessary until the Equipment is placed in
acceptable condition. In either case, all costs will be paid by Lessee.
The Lease Order shall continue in full force and effect and Lessee
shall continue to pay Basic Rent through and including the date on
which the Equipment is accepted for return by Lessor.
19. LESSEE'S REPRESENTATIONS AND WARRANTIES
Lessee represents, warrants and certifies as of the date of execution
and delivery of each Lease Order as follows:
(a) Lessee is duly organized, validly existing and in good
standing under the laws of the state of its incorporation,
with full power to enter into and to pay and perform its
obligations under the Lease Order, and is duly qualified and
in good standing in all other jurisdictions where its failure
to so qualify would adversely affect the conduct of its
business or the performance of its obligations under or the
enforceability of the Lease Order;
(b) The Lease Order and all related documents (including, without
limitation, the Certificate of acceptance) have been duly
authorized, executed and delivered by Lessee, are enforceable
against Lessee in accordance with their terms and do not and
will not contravene any provisions of or constitute a default
under Lessee's organizational documents or its By Laws, any
agreement to which it is a party or by which it or its
property is bound, or any law regulation or order of any
governmental authority;
(c) Lessor's right, title and interest in and to the Lease Order,
the Equipment and the rentals therefrom will not be affected
or impaired by the terms of any agreement or instrument by
which Lessee or its property is bound;
(d) No approval of, or filing with, any governmental authority or
other person is required in connection with Lessee's entering
into or the payment or performance of its obligations under
the Lease Order;
-8-
(e) There are no suits or proceedings pending or threatened before
any court or governmental agency against or affecting Lessee
which, if decided adversely to Lessee, would materially
adversely affect Lessee's business or financial condition or
its ability to perform any of its obligations under the Lease
Order or this Master Lease Agreement as incorporated therein
by reference; and
(f) There has been no material adverse change to Lessee's
financial condition since the date of its most recent audited
financial statement.
20. DEFAULT
(a) If, during the continuance of this Lease Order, one or more of
the following events ("Events of Default") shall occur:
(i) Lessee shall fail to make any part of the rental
payments provided in Section 2 hereof within ten days
after receipt of written notice of nonpayment;
(ii) Lessee shall make or permit any unauthorized
assignment or transfer of this Lease Order or
possession of the Equipment to any third party.
(iii) Lessee shall fail to observe or perform any other
material covenant, condition and agreement of Lessee
contained herein and such failure shall continue for
30 days after written notice thereof from Lessor to
Lessee. If such Event of Default is of such a nature
that it cannot reasonably be cured within 30 days,
then Lessee shall not be deemed in default during any
period of time that it takes Lessee to cure such
Event of Default, provided that Lessee notifies
Lessor in writing that efforts to cure such defaults
have been commenced and Lessee is diligently pursuing
such cure in good faith;
(iv) Lessee shall have entered against it by a court of
competent jurisdiction a decree or order for relief
in respect of the Lessee in an involuntary case under
any applicable bankruptcy, insolvency or other
similar law now or hereafterin effect, or appointing
a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Lessee or
for any substantial part of its property, or ordering
the winding up or liquidation of its affairs and such
decree or order shall remain unstayed and in effect
for a period of 90 consecutive days; or
(v) Lessee shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar
law nor or hereafter in effect, or consent or the
entry of an order for relief in an involuntary case
under any such law, or consent to the appointment of
or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or
similar official of the Lessee) or for any
substantial part of its property, or make any general
assignment for the benefit of creditors, or fail
generally to pay its debts as they become due, or
take any corporate action in furtherance of any of
the foregoing.
-9-
(b) Upon the occurrence of an Event of Default, Lessor may,
without notice to Lessee, declare the applicable Lease Order
in default and may exercise any of the following remedies:
I. at Lessor's option, and in its sole discretion either:
(i) Declare all Basic Rent and other sums due or to become due
under the Lease Order immediately due and payable, and sue to
enforce the payment thereof; or
(ii) receive from Lessee (and sue to enforce the payment
thereof), as liquidated damages for loss of the bargain and
not as a penalty, and in addition to all accrued and unpaid
Basic Rent and other sums due under the Lease Order, an amount
equal to the greater of (A) the Casualty Value set forth on
the Lease Order calculated after the last payment of Basic
Rent actually received by Lessor or (B) the fair market value
of the Equipment as of the date of default determined by an
appraiser selected by Lessor, plus, in either case, interest
thereon at the Late Payment Charge rate from the date of
default until the date of payment, and, after receipt in good
funds of the sums described above, Lessor will, if it has not
already done so, terminate the Lease Order and, at its option,
either pay over to Lessee all of its right, title and interest
in and to the Equipment, as is, where is and with all faults,
without recourse and without warranty; and
II. without regard to whether Lessor has elected either option in
subsection I. above, Lessor may
(i) proceed by appropriate court action either at law or in
equity to enforce performance by Lessee of the covenants and
terms of the Lease Order and to recover damages for the breach
thereof; and
(ii) terminate the Lease Order by written notice to Lessee,
whereupon all right of Lessee to use the Equipment will
immediately cease and Lessee will forthwith return the
Equipment to Lessor in accordance with the provisions hereof;
and
(iii) repossess the Equipment and without notice to Lessee,
dispose of it by private or public, cash or credit sale or by
lease to a different lessee, in all events free and clear of
any rights of Lessee, and for this purpose Lessee hereby
grants to Lessor and its agents the right to enter upon the
premises where the Equipment is located and to remove the
Equipment therefrom and Lessee agrees not to interfere with
the peaceful repossession of the Equipment; and
(iv) recover from Lessee all costs and expenses arising out of
Lessee's default, including, without limitation, expenses of
repossession, storage, appraisal, repair, reconditioning and
disposition of the Equipment and reasonable attorneys' fees
and expenses.
-10-
(c) The remedies provided for in this Lease Order shall not be
deemed exclusive, but shall be cumulative, and shall be in
addition to all other remedies existing at law or in equity.
The failure or delay of either party in exercising any rights
granted it hereunder upon any occurrence of any of the
contingencies set forth herein shall not constitute a waiver
of any such right upon the continuation or recurrence of any
of such contingencies or similar contingencies and any single
or partial exercise of any particular right shall not exhaust
the same or constitute a waiver or any other right provided
herein.
21. NOTICE; GOVERNING LAW
All notices required hereunder shall be effective upon receipt in
writing delivered by hand or by other receipt-acknowledged method of delivery at
the address first above written. This Lease Order shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts.
AMERICAN FINANCE GROUP, INC. FORD MOTOR COMPANY
By: /s/ [ILLEGIBLE] By: /s/ J. L. SEIDLUNA
---------------------------- ----------------------------
Title: Vice President Title: Director, Facilities
and Tools Purchasing
Office
-11-
EXHIBIT A
To Lease Order Terms and Conditions
Between American Finance Group, Inc., Lessor,
and Ford Motor Company, Lessee,
dated April ___, 1988.
ACCEPTANCE CERTIFICATE
The undersigned Ford Motor Company ("Lessee"), by its duly authorized
representative whose signature appears below, hereby represents, warrants and
certifies (a) that the Equipment described on the Internal Combustion Truck
Pre-Delivery/Delivery Report has been delivered to and inspected and found
satisfactory by Lessee and is accepted for lease by Lessee under Lease Order No.
_______, and the Lease Order Terms and Conditions dated April ___, 1988 as
incorporated therein by reference, as of the Acceptance Date set forth below;
(b) all items of Equipment are new and unused as of the Acceptance Date, except
as otherwise specified, and (c) the representations and warranties of Leases set
forth in the Lease Order Terms and Conditions are true and correct as of the
date hereof.
ACCEPTANCE DATE: _____________________
FORD MOTOR COMPANY
By: /s/
------------------------------
Authorized Signer
Accepted and Agreed To:
AMERICAN FINANCE GROUP, INC.
By: /s/
----------------------------
Authorized Signer
[ATTACH INTERNAL COMBUSTION TRUCK PRE-DELIVERY/DELIVERY REPORT]
EXHIBIT B
To Lease Order Terms and Conditions
Between American Finance Group, Inc., Lessor,
and Ford Motor Company, Lessee,
dated April ___, 1988.
CONDITION OF EQUIPMENT AT EXPIRATION OF LEASE TERM:
1. When loaded to its rated capacity, each Unit shall:
(a) Start under its own power and idle without water or fuel leaks
and without oil leaks in excess of one drip per minute.
(b) Move through its normal speed ranges in both forward and
reverse, in normal operating manner.
(c) Steer normally right and left in both forward and reverse.
(d) Be able to stop with its service brakes within a safe
distance, in both forward and reverse.
(e) Lift, lower, and tilt normally with and without a load a
minimum of three (3) times. Oil leakage must not be such that
there is more than one drip per minute. Carriage, lift chains
and channel assembly shall be in working condition, normal
wear and tear expected.
(f) Electric trucks, if purchased with batteries, must be returned
with batteries that are capable of sustaining a charge that
will permit use of the equipment for an eight (8) hour shift.
(g) All motors shall operate without arcing and/or sparking.
2. Each Unit's attachment(s), if any, shall perform all of its required
functions, and each Unit's horn, parking brakes, and lights shall be
operational.
3. Each Unit shall have tires with at least thirty-five percent (35%)
remaining tread, and without flat spots. Chunking shall be permitted,
but there shall be no chunks larger than a half dollar in size.
4. Each Unit shall be complete with all parts and pieces.
[LOGO OMITTED] AMERICAN FINANCE GROUP
May 9, 1989
Mr. Robert Cronan
Buyer - Plant Equipment and Sales Section
Facilities and Tools Purchasing
FORD MOTOR COMPANY
The American Road
FMCC Bldg., Room 2421
Dearborn, MI 48121-1705
Re: Lease Order terms and Conditions dated as of April 5, 1988
between Ford Motor Company, as lessee ("Ford") and American
Finance Group, as lessor ("APG")
Dear Bob:
An oversight has come to out attention in connection with the
referenced Lease Order Terms and Conditions, which we intend to correct by this
letter if it is acceptable to you.
Section 9 of the Lease Order Terms and Conditions, which apply to all
Lease/Purchase Orders, provides procedures to follow in the event that any item
of equipment is destroyed, lost or requisitioned by the government. It states
that Ford may either replace the destroyed item of equipment or, at Ford's
option, pay AFG an agreed-upon amount as the casualty value of the destroyed
equipment. That agreed-upon amount, or "Casualty Value." was to be spelled out
in each Lease/Purchase Order.
We understand that, to meet its equipment needs, Ford is likely to
replace any destroyed equipment rather than do without. However, it has been our
oversight that in using your form of Lease/Purchase Order we have not been
furnishing the Casualty values for each item of equipment subject to the orders.
Attached please find two schedules, Casualty Value Schedule A (for
three-year leases) and Casualty Value Schedule B (for five-year leases). These
schedules provide a declining percentage value, based on original equipment
cost, of equipment over the course of a three or five year lease. For the sake
of simplicity, we suggest that these Casualty Value Schedules be incorporated by
amendment into all existing Lease/Purchase Orders and apply automatically to all
future Lease/Purchase Orders unless we specifically agree otherwise.
Nothing in this letter is intended to impair Ford's ability to replace
destroyed equipment as provided in the Lease Order Terms and Conditions rather
than to pay the Casualty Value based on the attached formulas.
[LOGO OMITTED] Robert Cronan
May 9, 1989
Please let me know at your earliest convenience if the attached values
and the proposal set out in this letter are acceptable to you. If the values and
this letter are acceptable, please sign the enclosed counterpart of this letter
and return it to Eileen Waters' attention as soon as possible.
Thanks for your help in resolving this issue.
Best regards,
/s/ DAVID W. PARR
--------------------------------
David W. Parr
Associate General Counsel
and Vice President
Accepted and Agreed to:
FORD MOTOR COMPANY
By: /s/ R. R. CRONAN
----------------------------
Title: R.R. Cronan, Buyer
0478F
Encs.
FORD MOTOR COMPANY
CASUALTY VALUES
(Stated as Percentage of Equipment Cost)
AFTER PRIMARY TERM CASUALTY
PAYMENT NO. VALUE
----------- -----
Prior to 1 112.00
1 110.98
2 109.94
3 108.89
4 107.83
5 106.75
6 105.66
7 104.55
8 103.43
9 102.29
10 101.14
11 99.97
12 98.78
13 97.58
14 96.37
15 95.13
16 93.88
17 92.62
18 91.33
19 90.03
20 88.71
21 87.38
22 86.02
23 84.65
24 83.26
25 81.85
26 80.42
27 78.97
28 77.51
29 76.02
30 74.51
31 72.99
32 71.44
33 69.87
34 68.28
35 66.67
36 65.00
FORD MOTOR COMPANY
CASUALTY VALUES
(Stated as Percentage of Equipment Cost)
AFTER AFTER
PRIMARY PRIMARY
TERM CASUALTY TERM CASUALTY
PAYMENT NO. VALUE PAYMENT NO. VALUE
----------- ----- ----------- -----
Prior to 1 112.00
1 111.34 31 86.32
2 110.66 32 85.29
3 109.98 33 84.25
4 109.28 34 83.19
5 108.58 35 82.12
6 107.86 36 81.03
7 107.14 37 79.93
8 106.41 38 78.82
9 105.66 39 77.68
10 104.90 40 76.54
11 104.14 41 75.37
12 103.36 42 74.19
13 102.57 43 73.00
14 101.77 44 71.78
15 100.96 45 70.55
16 100.14 46 69.31
17 99.31 47 68.04
18 98.46 48 66.76
19 97.60 49 65.46
20 96.73 50 64.15
21 95.85 51 62.81
22 94.96 52 61.46
23 94.05 53 60.09
24 93.13 54 58.70
25 92.20 55 57.29
26 91.25 56 55.86
27 90.29 57 54.41
28 89.32 58 52.94
29 88.33 59 51.46
30 87.33 60 50.00
[FORD LOGO] Purchase Order Original-
----------------------------------------------------------------------
Buyer agrees to purchase and receive - THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
Ship to: ----------------------------------------------------------------------
FORD CCD CONNERSVILLE VISTEON CC05A Blanket Order No. Purchase order number or release authorization
4747 WESTERN AVENUE when blanket order number is entered
CONNERSVILLE, IN 47331
G92 P000 549862
----------------------------------------------------------------------
ATTN: S. BLANTON-WISE Title Transfer Point (F.O.B.) Date Of Order
Origin: Carrier Seller's Plant 03/06/00
----------------------------------------------------------------------
Transportation Terms Delivery Date
PREPAY AND SUMMARY BILL 01/01/00
----------------------------------------------------------------------
Payment Terms
NET 10 DAYS
----------------------------------------------------------------------
Routing Funds
SELLER'S DELIVERY U.S. DOLLAR
- ----------------------------------------------------------------------------------------------------------------------
000216000612 01-02 Taxes See Buyer's Standard Terms and Invoice To:
EQUIS FINANCIAL GROUP J0V9U Conditions. Permit No. DO NOT INVOICE ERS CODE 4 SEE
88 BROAD STREET 382417960-001-7 INSTRUCTIONS BELOW
BOSTON, MA 02110
(Seller) will sell and deliver the supplies and services specified herein in
accordance with Buyer's standard terms and conditions (Form No. FGT25, rev 4/97)
which have been provided separately. Additional copies are available from Buyer.
- ----------------------------------------------------------------------------------------------------------------------
======================================================================================================================
LINE NO. ITEM NUMBER QUANTITY* U/M* UNIT PRICE
======================================================================================================================
001 PLANT PART # - MISC 001259 24 MONTHS 3,345.00000
RENEW LEASE ON 28 LIFT TRUCKS FOR 24 MONTHS FROM JANUARY 2000 THRU DECEMBER 2001
DO NOT INVOICE OR SEND PRICE ADVICE
FORD'S PAYMENT OBLIGATION IS AS SPECIFIED ON THE PURCHASE ORDER. IF PRICE SHOWN ON THIS DOCUMENT IS NOT CORRECT,
CONTACT BUYER SHOWN ON THIS ORDER BEFORE SHIPMENT. IF PAYMENT IS NOT RECEIVED OR PAYMENT REFLECTS INCORRECT QUANTITY,
CONTACT REQUESTER SHOWN ON THIS ORDER. IF ORDER SPECIFIES PREPAID AND SUMMARY FREIGHT, INVOICE FREIGHT TO:
P.O. BOX 6015, DEARBORN, MI 48121
DIRECT VALUATED RECEIPT SETTLEMENT (ERS) OR PAYMENT INQUIRIES TO (734) 525-7800.
********************************************************************************
***ATTENTION SUPPLIER: YOU MUST FOLLOW ALL CAUSES ON THIS QUOTE BEFORE YOU RETURN THIS REQUEST FOR QUOTE (RFQ)
INCLUDING: PROVIDE THE PROPER UNIT PRICE FOR EACH LINE ITEM ON THE FORD RFQ.
2) PROVIDE A GRAND TOTAL LINE AFTER THE LAST LINE ITEM.
3) SIGN THE FORD RFQ FORM AND INCLUDE DELIVERY TIMES AND TERMS
4) IF YOU CAN'T MAKE THE RFQ DUE DATE CALL THE ENGINEER TO REQUEST AN EXTENSION AND TELL THE ENGINEER TO
INFORM THE BUYER OF THE NEW DATE.
ORIGINAL RENEWAL R/S RENEWED AS RENT
-------------------- ---------- --------
A524844-RN4 A549862-RN5 $ 330.00
B524844-RN4 B549862-RN5 $ 130.00
C524844-RN4 C549862-RN5 $ 155.00
D524844-RN4 D549862-RN5 $ 420.00
E524844-RN4 E549862-RN5 $2310.00
--------
$3345.00
REQUESTOR: S. BLANTON-WISE- 3178277453
BUYER: RAYMOND LARK (4648) - (313) 337-1444
REQUISITION NO.: RQ00033R14
PAGE 1 OF 2 LINE ITEM TOTAL = 1
[FORD LOGO] Purchase Order Original-
---------------------------------------------------------------------
-THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
---------------------------------------------------------------------
Blanket Order Number Purchase Order Number or Release
Authorization when Blanket Order Number
is entered
G92 P000 549862
---------------------------------------------------------------------
- --------------------------------------------------------------------------------
5) IF YOU FAX THE QUOTE, DO NOT SEND A CONFIRMING COPY IN THE MAIL.
CONTACT INFORMATION IS: RAY LARK PHONE: 313-33-71444,
5500 AUTO CLUB DRIVE, FAX: 313-32-37316
SUITE 3E416,
DEARBORN, MI 48126
TOTAL $ 80,280.00
PAGE 2 OF 2 LINE ITEM TOTAL = 1
VIA TELECOPY (765)827-7662
October 19, 1999
Ms. Shirley Blanton-Wise
Ford CCD Electronics & Refrigeration
4747 Western Avenue
Connersville, IN 47331
RE: CLARK FORKLIFTS, (THE "EQUIPMENT") LEASED PURSUANT TO PURCHASE ORDER
G92 PO98 524844 (THE "PURCHASE ORDER") TO LEASE ORDER TERMS AND
CONDITIONS DATED APRIL 5, 1988.
Dear Shirley:
Equis Financial Group is pleased to offer the following Twelve Month extension
rates for the equipment leased pursuant to the above referenced Purchase Order.
I have also provided you with the current month-to-month rates.
- ---------------------------------------------------------------------------------------------
Serial No. Unit No. 6 Mos. Rate 12 Mos. Rate 24 Mos. Rate Purchase
- ---------------------------------------------------------------------------------------------
CY685-0083-7413 689 210.00 185.00 155.00C 4,750.00
- ---------------------------------------------------------------------------------------------
AE685-0110-6985 687 230.00 195.00 165.00A 4,500.00
- ---------------------------------------------------------------------------------------------
AE685-0111-6985 688 230.00 195.00 165.00A 4,500.00
- ---------------------------------------------------------------------------------------------
DE685-0105-6985 682 200.00 170.00 140.00D 4,000.00
- ---------------------------------------------------------------------------------------------
DE685-0107-6985 684 200.00 170.00 140.00D 4,000.00
- ---------------------------------------------------------------------------------------------
DE685-0108-6985 685 200.00 170.00 140.00D 4,000.00
- ---------------------------------------------------------------------------------------------
BE357-0144-7255 633 185.00 160.00 130.00B 3,800.00
- ---------------------------------------------------------------------------------------------
EE357-0121-7255 610 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0122-7255 611 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0123-7255 612 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0124-7255 613 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0125-7255 614 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0126-7255 615 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0127-7255 616 145.00 125.00 110.00 3.225.00
- ---------------------------------------------------------------------------------------------
EE357-0128-7255 617 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0129-7255 618 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0130-7255 619 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0131-7255 620 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0113-7255 602 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0114-7255 603 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0115-7255 604 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0116-7255 605 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0117-7255 606 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0133-7255 622 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0134-7255 623 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0137-7255 626 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0138-7255 627 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
EE357-0139-7255 628 145.00 125.00 110.00 3,225.00
- ---------------------------------------------------------------------------------------------
TOTAL $4,500.00 $3,870.00 $3,345.00 $97,275.00
- ---------------------------------------------------------------------------------------------
Page Two
October 19, 1999
The above referenced extension rates shall begin as of January 1, 2000 and shall
expire either 6, 12, or 24 months from that date. The purchase options shall be
effective as of January 1, 2000. These rates are only effective for their
respective terms either 6, 12 or 24 months. Please remember, Ford Motor Company
has the option to return these trucks upon 90 days prior written notice in
accordance with the Lease Order Terms and Conditions dated as of April 5, 1988.
This lease shall continue at the current monthly rate until such time as written
notice is received by Equis Financial Group as to your decision to renew,
purchase or return this Equipment.
Please review the above-stated options and contact me regarding your decision at
(617) 854-5863.
Sincerely,
/s/ DEBBIE SIMPSON
- ------------------------
Debbie Simpson
Manager/Syndication
CONFIRMATION REPORT - MEMORY SEND
Time: October 19, 1999 16:15
Fax number:
Name:
Job : 634
Date : Oct-19 16:14
To : 17658277662
Doc. pages : 03
Start time : Oct-19 16:14
End time : Oct-19 16:15
Pages sent : 03
Job: 634 *** SEND SUCCESSFUL ***
FAX EQUIS FINANCIAL GROUP
88 Broad Street
Boston, MA 02110
Date: 10/19/99
Number of pages including cover sheet: 3
To: Ford Motor Company From:
Ms. Shirley Blanton-Wise Debbie Simpson
- -------------------------------------- --------------------------------
- -------------------------------------- --------------------------------
- -------------------------------------- --------------------------------
- -------------------------------------- --------------------------------
Phone: 765-827-7453 Phone: 617-854-5863[ILLEGIBLE]
Fax Phone: 765-827-7667 Fax Phone: 617-895-0596
CC.
================================================================================
[ ] Urgent [ ] For your review [ ] Reply ASAP [ ] Please comment
Following please find a listing of trucks on lease to the Connersville Plant.
Please let me know what option you would like to accept.
I appreciate your time and assistance.
Thank you.
- --------------------------------------------------------------------------------
FORD LOGO Request for Quotation
Original Date: 02/15/00 Quote No. G92 549862
RETURN QUOTE BY: 02/24/00 12:17 AM
- --------------------------------------------------------------------------------
PLEASE QUOTE FIRM PRICE AND DELIVERY DATE FOR THE GOODS AND SERVICES DESCRIBED
BELOW AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS WHICH HAVE BEEN
PROVIDED SEPARATELY. ADDITIONAL COPIES OF THE
TERMS AND CONDITIONS ARE AVAILABLE FROM THE BUYER.
- --------------------------------------------------------------------------------
MAIL OR DELIVER QUOTE TO:
00071-000162 01-02
EQUIS FINANCIAL GROUP J0V9U ATTN: RAYMOND LARK (4648) AB6RA
EQUIS FINANCIAL GROUP VISTEON AUTOMOTIVE SYS FO
88 BROAD STREET 5500 AUTO CLUB DRIVE
BOSTON, MA 02110 BLDG CORPORATE
DEARBORN, MI 48126
SHIP TO:
ATTN: S. BLANTON-WISE CC05A DELIVERY DATE: 01/01/00
FORD CCD CONNERSVILLE VIS NOTE: IF A LINE ITEM DELIVERY
4747 WESTERN AVENUE SCHEDULE APPEARS BELOW, IT
CONNERSVILLE, IN 47331 SUPERCEDES THE DELIVERY DATE
ABOVE
- --------------------------------------------------------------------------------
LINE NO.* ITEM NUMBER* QUANTITY* U/M* UNIT PRICE
- --------------------------------------------------------------------------------
001 PLANT PART # - MISC 001259 24 MONTHS $3,345.00
R000033R14
RENEW LEASE ON 28 LIFT TRUCKS FOR 24 MONTHS FROM JANUARY 2000
THRU DECEMBER
********************************************************************************
**ATTENTION SUPPLIER: YOU MUST RETURN THIS REQUEST FOR QUOTE (RFQ) INCLUDING:
1) PROVIDE THE PROPER UNIT PRICE FOR EACH LINE ITEM ON THE FORD RFQ.
2) PROVIDE A GRAND TOTAL LINE AFTER THE LAST LINE ITEM.
3) SIGN THE FORD RFQ FORM AND INCLUDE DELIVERY TIMES AND TERMS
4) IF YOU CAN'T MAKE THE RFQ DUE DATE CALL THE ENGINEER TO REQUEST AN
GRAND TOTAL: $80,280.00
REQUESTOR: S. BLANTON-WISE - (317) 827-7453
BUYER: RAYMOND LARK (4648) -
- --------------------------------------------------------------------------------
QUOTATIONS MUST BE PER UNIT OF MEASURE AND SUBMITTED ON THIS FORM BY THE
DATE INDICATED
- --------------------------------------------------------------------------------
SHIPPING POINT TRANSPORTATION TERMS PAYMENT TERMS F.O.B. DELIVERY DATE
1-1-2000
- --------------------------------------------------------------------------------
VENDOR SIGNED DATE
EQUIS FINANCIAL GROUP /s/ DEBRA SIMPSON 2-22-00
- --------------------------------------------------------------------------------
PAGE 1 OF 2 LINE ITEM TOTAL = 1
FORD LOGO Request for Quotation
Original Date: 02/15/00 Quote No. G92 549862
RETURN QUOTE BY: 02/24/00 12:17 AM
5) EXTENSION AND TELL THE ENGINEER TO INFORM THE BUYER OF THE NEW DATE* IF
YOU FAX THE QUOTE, DO NOT SEND A CONFIRMING COPY IN THE MAIL* MY
CONTACT INFORMATION IS: RAY LARK PHONE: 313-33-71444
5500 AUTO CLUB DRIVE FAX: 313-32-37316
SUITE 3E416
DEARBORN, MI 48126
***************************** *****************************
HE FOLLOWING ADDRESS INDICATES THE LOCATION TO WHICH FORD WILL SEND YOUR PAYMENT
IF YOU ARE AWARDED THIS CONTRACT. IF THE ADDRESS IS NOT CORRECT, PLEASE NOTIFY
THE BUYER AS SOON AS POSSIBLE.
EQUIS FINANCIAL GROUP JOV9U
P.O. BOX 360178
PITTSBURGH, PA 15251-617
SHIP TO LOCATION:
FORD CCD CONNERSVILLE VIS CC05A
4747 WESTERN AVENUE
CONNERSVILLE, IN 47331
REQUESTED DELIVERY: 01/01/00
PAGE 2 OF 2 LINE ITEM TOTAL = 1
1051 Ford Purchase Order Extension
Rental Schedule: C524844-RN4
New Rental Schedule: C549862-RN5
Extension Period: 1-1-2000-12-31-2001 (24 MOS)
1. Input on AS-400: [X]
2. Update Ford Unit #: [X]
3. Update Ford Misc #: [X]
4. Update Equity Owner: [X]
5. Permanent Debt: --
(only if owned by PW)
6. Stop bill form: [X] TO MAY 4-28-00
7. Canceled Note & Security: --
8. Activation Report: [X] TO MAY 5-1-00 VIA FAX
& IN-BOX
9. Original Title: --
10. Fax, PO, Schedule A & B: --
(only if owned by PW)
11. Prep for Scanning:
------
Extension Approval: /s/
------
Comments:
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
[FORD LOGO] Purchase Order Original-
----------------------------------------------------------------
- THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
----------------------------------------------------------------
Blanket Order Number Purchase order number of Release
Authorization when Blanket Order Number
is entered
B74 P000 879093
----------------------------------------------------------------
Buyer agrees to purchase and receive Title Transfer Point (F.O.B.) Date of Order
Ship to: DESTINATION 03/27/00
EQUIS FINANCIAL GROUP J0V9U ----------------------------------------------------------------
88 BROAD STREET Transportation Terms Delivery Date
BOSTON, MA 02110 PREPAID BUT CHARGED TO CUSTOMER 03/16/00
ATTN: DEBBIE SIMPSON 1051 ----------------------------------------------------------------
Payment Terms
NET 15TH & 30TH PROX
----------------------------------------------------------------
Routing Funds
SELLER'S DELIVERY U.S. DOLLARS
- ------------------------------------------------------------------------------------------------------------------
000183000574 01-02 [ILLEGIBLE] Taxes Invoice To: FD220
EQUIS FINANCIAL GROUP J0V9U See Buyer's Standard Terms FORD MOTOR CO
88 BROAD STREET and Conditions. CENTRAL ACCOUNTING SERVICES
BOSTON, MA 02110 Permit No. P.O. BOX 6202
DEARBORN MI 48121
(Seller) will sell and deliver the supplies
and services specified herein in accordance
with Buyer's standard terms and conditions
(Form No. FGT25, rev 4/97) which have been
provided separately. Additional copies are
available from Buyer.
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
LINE NO. ITEM NUMBER QUANTITY* U/M* UNIT PRICE
- ------------------------------------------------------------------------------------------------------------------
001 PLANT PART # - MISC 002896 1 LOT 10,720.0000C
- ------------------------------------------------------------------------------------------------------------------
UNIT # SERIAL # $/MO FROM/TO PLANT
137B Y685-0008-7413 $335.00 9/1/98-12/31/99 CHICAGO ASSEMBLY 399974-8RN
136B Y685-0009-7413 $335.00 9/1/98-12/31/99 CHICAGO ASSEMBLY 399974-8RN
TOTAL $ $10,720.00
RENEWED AS:
- ----------
399974-8RN7
REQUESTOR: TUNG DO - 3138457908
BUYER: SUE STRAYER (4646) - (313) 390-1874
REQUISITION NO.: RQ00076R47
PAGE 1 OF 1 LINE ITEM TOTAL = 1
1051 Ford Purchase Order Extension
Rental Schedule: 399974-8RN6
-----------
New Rental Schedule: 399974-8RN7
-----------
Extension Period: 9-1-98-12-31-99 (16 MONTHS)
---------------------------
1. Input on AS-400: |X|
------------------
2. Update Ford Unit #: |X|
------------------
3. Update Ford Misc #: |X|
------------------
4. Update Equity Owner: |X|
------------------
5. Permanent Debt: --
(only if owned by PW) ------------------
6. Stop bill form: |X| TO MAY 4-24-00
------------------
7. Canceled Note & Security: ------------------
8. Activation Report: |X| TO MAY 4-24-00
------------------
9. Original Title: --
------------------
10. Fax, PO, Schedule A & B: --
(only if owned by PW) ------------------
11. Prep for Scanning: ------------------
Extension Approval: /s/ GDD
------------------
Comments:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
[LOGO] EQUIS
-------------------------------------------------------------------------
FINANCIAL GROUP
December 16, 1999
Mr. Tung Do
Ford Motor Company
17101 Rotunda Drive
Dearborn, MI 48121
Dear Tung:
Following please find extension pricing to make the monthly rental payments for
this lease current as of December 31, 1999 as per out telephone conversation
last week.
Please issue a purchase order as follows:
PURCHASE ORDER: B74 P097 863174
EXPIRATION DATE: AUGUST 30, 1998
PLANT: CHICAGO ASSEMBLY PLANT
MANUFACTURER: CLARK C5004580
MODEL: C500YS80
SERIAL NO/UNIT NO.: Y685-0008-7413(137B),
Y685-0009-7413(136B)
EXTENSION PERIOD: SEPTEMBER 1, 1998- DECEMBER 31, 1999
EXTENSION PAYMENT: $670.00 PER MONTH, 16 MONTHS = $10,720.00
PLEASE USE SUPPLIER CODE: J0V9U
Please call should you have any questions. Thank you for your time and
assistance.
Sincerely,
/s/ DEBBIE SIMPSON
- ------------------
Debbie Simpson
Account Manager
88 Broad Street, Boston Massachusetts 02110 617-854-5800, FAX 617-695-0596
BOSTON STAMFORD
[FORD LOGO] Purchase Order Original-
----------------------------------------------------------------
- THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
----------------------------------------------------------------
Blanket Order Number Purchase order number of Release
Authorization when Blanket Order Number
is entered
B74 P000 880965
----------------------------------------------------------------
Buyer agrees to purchase and receive Title Transfer Point (F.O.B.) Date of Order
Ship to: DESTINATION 08/18/00
EQUIS FINANCIAL GROUP J0V9U ----------------------------------------------------------------
88 BROAD STREET Transportation Terms Delivery Date
BOSTON, MA 02110 PREPAID BUT CHARGED TO CUSTOMER 07/18/00
ATTN: DEBBIE SIMPSON ----------------------------------------------------------------
Payment Terms
NET 15TH & 30TH PROX
----------------------------------------------------------------
Routing Funds
SELLER'S DELIVERY U.S. DOLLARS
- ------------------------------------------------------------------------------------------------------------------
000216000612 01-02 Taxes Invoice To:
EQUIS FINANCIAL GROUP J0V9U See Buyer's Standard Terms DO NOT INVOICE
88 BROAD STREET and Conditions. ERS CODE 1
BOSTON, MA 02110 Permit No. SEE INSTRUCTIONS BELOW
(Seller) will sell and deliver the supplies
and services specified herein in accordance
with Buyer's standard terms and conditions
(Form No. FGT25, rev 4/97) which have been
provided separately. Additional copies are
available from Buyer.
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
LINE NO. ITEM NUMBER QUANTITY* U/M* UNIT PRICE
- ------------------------------------------------------------------------------------------------------------------
001 PLANT PART # - MISC 007805 1 LOT 50,400.00000
- ------------------------------------------------------------------------------------------------------------------
PLANT UNIT# SERIAL# SUPPLIER EXPDATE MTHLY AM MTS AMOUNT
==================================================================================================================
OHIO ASSM 1139 507235 YA 06/30/00 $330.00 6 $1980.00 A861536
OHIO ASSM 1137 507245 YA 06/30/00 $330.00 6 $1980.00 A861536
WALTON HILLS 007 B1459 AU 06/30/00 $1250.00 8 $10000.00 B300609
WALTON HILLS 008 B1460 AU 06/30/00 $1250.00 8 $10000.00 B300609
ST. THOMAS 177B E68500047743 CL 06/30/00 $310.00 5 $1550.00 227336-9
ST. THOMAS 171A E68500127743 CL 06/30/00 $310.00 5 $1550.00 227336-9
ST. THOMAS 176A E68500057745 CL 06/30/00 $310.00 5 $1550.00 227336-9
ST. THOMAS 160B E68500147745 CL 06/30/00 $310.00 5 $1550.00 227336-9
ST. THOMAS 189A 505403 YA 06/30/00 $305.00 6 $1830.00 215452-0
ST. THOMAS 190A 505404 YA 06/30/00 $305.00 6 $1830.00 215452-0
MAUMEE F115 D004V05209M HY 06/30/00 $575.00 6 $3450.00 300549-1
CHICAGO ASSM 137B Y68500087413 CL 06/30/00 $335.00 6 $2010.00 399974-8
CHICAGO ASSM 136B Y68500097413 CL 06/30/00 $335.00 6 $2010.00 399974-8
WOODHAVEN J570 501529B SH 06/30/00 $385.00 6 $2310.00 300427-9
WOODHAVEN J500 501530B SH 06/30/00 $385.00 6 $2310.00 300427-9
WOODHAVEN J574 501531B SH 06/30/00 $385.00 6 $2310.00 300427-9
WAYNE ASSM 538 06004983 RA 04/30/00 $545.00 4 $2180.00 B108418-2
============================================
$50,400.00
10-3-00 LM Ford A/P - did a check get issued?
REQUESTOR: CANDACE SOLOMON - 3133223250
BUYER: SUE STRAYER (4646) - (313) 390-1874
REQUISITION NO.: RQ00033R19
10/19/00 CP
CK 00547871
PAGE 1 OF 2 LINE ITEM TOTAL = 1
[FORD LOGO] Purchase Order Original-
----------------------------------------------------------------
- THESE ITEMS MUST APPEAR ON ALL SHIPPING AND BILLING DOCUMENTS
----------------------------------------------------------------
Blanket Order Number Purchase order number of Release
Authorization when Blanket Order Number
is entered
B74 P000 880965
----------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
DO NOT INVOICE OR SEND PRICE ADVICE
FORD'S PAYMENT OBLIGATION IS AS SPECIFIED IN THE PURCHASE ORDER. IF PRICE SHOWN
ON THIS DOCUMENT IS NOT CORRECT CONTACT BUYER SHOWN ON THIS ORDER BEFORE
SHIPMENT. IF PAYMENT IS NOT RECEIVED OR PAYMENT REFLECTS INCORRECT QUANTITY,
CONTACT REQUESTER SHOWN ON THIS ORDER. IF ORDER SPECIFIES PREPAID AND SUMMARY
FREIGHT, INVOICE FREIGHT TO P.O. BOX 6015, DEARBORN, MI 48121 DIRECT EVALUATED
RECEIPT SETTLEMENT (ERS) OR PAYMENT INQUIRIES TO (734) 525-7800.
PER MASTER LEASE AGREEMENT WITH EQUIS; ADVANCED MANUFACTURING ENGINEERING TRACKS
AND MANAGES ALL FORKLIFT LEASING. DOCUMENTATION ON FILE IN THEIR OFFICE. SUE
STRAYER 8/18/00
TOTAL $ 50,400.00
PAGE 2 OF 2 LINE ITEM TOTAL = 1
June 30, 2000
via electronic mail; CMOVALSO@FORD.COM
Mr. Chuck Movalson
Ford Motor Company
17101 Rotunda Drive
Dearborn, MI 48121
Dear Chuck:
The following trucks will be returned by Ford Motor Company in the very near
future. Please issue a purchase order to cover the outstanding rent.
Please issue a purchase order as follows:
Previous Purchase Order: B 74 PO00 879093
Expiration Date: December 31, 1999
Plant: Chicago Assembly Plant
Manufacturer: Clark
Model: C500YS80
Serial No./Unit No.: Y685-0008-7413(137B),
Y685-0009-7413(136B)
Extension Period: January 1, 2000 - June 30, 2000
Extension Payment: $670.00 per month, 6 months = $4,020.00
($335.00 per truck, per month)
PLEASE USE SUPPLIER CODE: JOV9U
Please call should you have any questions. Thank you for your time and
assistance.
Sincerely,
/s/ DEBBIE SIMPSON
- ------------------
Debbie Simpson
Account Manager