ASSIGNMENT AND DELEGATION
Lessee: UNIVERSAL MONEY CENTERS, INC. Master Lease 10319
THIS ASSIGNMENT AND DELEGATION MADE AS OF, by and between UNIVERSAL MONEY
CENTERS, INC. ("Assignor"), Diebold, Incorporated ("Seller") and, Diebold Credit
Corporation ("Assignee").
WHEREAS, Assignor and Seller are parties to a Memorandum of Agreement dated,
September 2nd 1998, ("Agreement"), which provides, in part, for the installation
and/or sale of certain equipment ("Equipment") to Assignor; and
WHEREAS, Assignor and Assignee intends to enter into a Master Equipment Lease of
even date with respect to the Equipment ("Lease"); and
WHEREAS, Assignor intends to assign certain of its rights, and to delegate
certain of its obligations, under the Agreement, as set forth below, to
Assignee; and
WHEREAS, Seller intends to consent to such assignment and delegation.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree as follows:
(d) ASSIGNMENT
Assignor hereby assigns to Assignee, Assignor's right to purchase and receive
title to the Equipment pursuant to the Agreement. All other rights of Assignor,
under the Agreement, are not assigned to Assignee and shall continue to run
directly to Assignor, provided, that, upon termination of the Lease, for any
reason, Assignor shall assign to Assignee all of Assignor's then remaining
rights (if any) under the Agreement.
(d) WARRANTIES
Nothing contained herein shall be deemed to assign, modify, limit or expand the
rights, warranties, remedies, liabilities and/or any limitations of such rights,
warranties, remedies and liabilities contained in the Agreement, and Assignor
shall have no greater rights, warranties, or remedies than those provided
pursuant to the Agreement. Assignor acknowledges that Assignee is a wholly owned
subsidiary of Seller, and agrees that Assignee shall have no liability to
Assignor as a result of any act or omission by Seller.
(d) DELEGATION
Assignor hereby delegates to Assignee, and Assignee hereby agrees to perform,
Assignor's obligation under the Agreement to pay the purchase price for the
Equipment as set forth in the Agreement, and any applicable taxes as described
in Section 5 of the Agreement (the "Purchase Price"), provided, that, Assignee
receives a properly executed and delivered Certificate of Acceptance with
respect to the Equipment from Assignor in accordance with the Lease. Assignor
shall, at all times, be obligated to Seller to perform all of the obligations of
Assignor pursuant to the Agreement, other than the obligation to pay the
Purchase Price. Assignee shall have no duty to perform any of the Assignor's
obligations under the Agreement, other than the obligation to pay the Purchase
Price.
(d) CONDITION SUBSEQUENT
If Assignor fails to deliver a Certificate of Acceptance to Assignee pursuant to
Section 2 of the Lease, this Assignment and Delegation shall become null and
void, and of no force or effect. In such event:
(d) Assignor shall promptly pay to Assignee the aggregate amount of all
portions of the Purchase Price previously paid to Seller by Assignee,
plus interest at the rate of one and one-half percent (1-1/2%) per
month, (18% per annum) or such lesser rate as may be the maximum rate
permitted under applicable law, calculated daily on the aggregate amount
of such previously paid portions of the Purchase Price from the date of
payment by Assignee to Seller, to the date of repayment by Assignor to
Assignee hereunder; and
(b) the delegation set forth at Section 3 shall be of no further effect,
and Assignee shall have no further obligations as a result of that
delegation.
Page 1 of 6
(d) CONSENT
Seller hereby consents to the terms and conditions of this Assignment and
Delegation, provided, that:
(d) This Assignment and Delegation shall not release Assignor of any of
its duties or liabilities to Seller pursuant to the Agreement, except
that if Assignor executes and delivers a Certificate of Acceptance to
Assignee pursuant to Section 2 of the Lease, Assignor shall be relieved
of its obligations to pay the Purchase Price; and
(b) Seller shall have no liability to Assignee except to transfer title to
Assignee upon payment of the Purchase Price.
(d) GENEREAL
(d) This Assignment and Delegation constitutes the final agreement of the
parties hereto with respect to the subject matter hereof, and supersedes
all previous negotiations, proposals, commitments, writings,
advertisements, publications and understandings of any nature
whatsoever.
(b) Except as specifically provides herein, any changes to the Assignment
and Delegation shall become effective only if mutually agreed upon in
writing by the duly authorized representatives of all the parties
hereto. This Assignment and delegation shall not be modified or amended
or any rights of a party to it waived except by such a writing.
(c) Section headings are inserted for convenience only and shall not be
used in any way to construe the terms of this Assignment and Delegation.
(d) This agreement shall be of no effect until accepted by Assignee at its
Corporate Offices in Canton, Ohio, and shall be governed and construed
in accordance with the laws of the State of Ohio. Assignor consents, in
all actions and proceedings arising from this agreement, to the
exclusive jurisdiction of the Federal District Court of the Northern
District of Ohio, Eastern Division, or any State Court located within
Stark County, Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Delegation to be duly executed as of the date first set forth above.
DIEBOLD, INCORPORATED (Seller) DIEBOLD CREDIT CORPORATION (Assignee)
By: /s/ P.K. Gwich By: /s/ Robert J. Warren
------------------------------ -------------------------------
Title: Contract Administration Title: Vice President & Treasurer
------------------------------ ------------------------------
UNIVERSAL MONEY CENTERS, INC. (Assignor)
By: /s/ Pamela A. Glenn
------------------------------ -------------------------------
Title: Vice President
------------------------------ -------------------------------
Page 2 of 6
DIEBOLD CREDIT CORPORATION
LEASE SCHEDULE
This Lease Schedule is executed pursuant to the subject Master Lease
Agreement (Master Lease), the terms and conditions of which are incorporated
herein by reference.
The equipment described in the Schedule "A" hereto ("the Equipment") is leased
pursuant to the terms and conditions of this Lease Schedule and the Master
Lease.
Lessor: Lessee:
DIEBOLD CREDIT CORPORATION UNIVERSAL MONEY CENTERS, INC.
5995 Mayfair Rd 6800 SQUIBB RD
North Canton, Oh. 44720 OVERLAND PARK, KS 66202
Lease Schedule, Page 2 of 2
Master Lease No. 10319________Dated: 2/28/98
- ------------------------------------------------------------------------------------------------
1. Sales Order 2. Term 3. Description 4. Domicile Location 5. Cost 6. Basic
No. Rent
- ------------------------------------------------------------------------------------------------
0499-01265-11 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-12 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-13 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-14 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-15 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-16 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-17 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-18 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-19 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-20 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-21 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-22 60 CSP-200 ATM WITH TWO * $8,005.00 $$163.30
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
* To be provided by $
Lessee at
installation.
- ------------------------------------------------------------------------------------------------
Side One
DIEBOLD CREDIT CORPORATION, 5995 Mayfair Road, North Canton, Ohio
44720; PHONE (330) 490-6900
Page 3 of 6
DIEBOLD CREDIT CORPORATION
LEASE SCHEDULE
1. Sales Order No.: This number will correspond to the Sales Agreement signed
by Customer and Diebold Inc. and assigned to Diebold Credit Corporation for
payment.
2. Term: Will begin on the 1st day of the month following the acceptance date
listed on the Schedule "A" and will continue for the number of months
listed under that section.
3. Description: Briefly describes the equipment that is itemized on the
Schedule "A"
4. Domicile Location: The equipment will be housed at this location unless
approved by lessor.
5. Cost: This is the investment that is used to determine Basic Rent and is
taken from the Sales Agreement, any changes negotiated between Lessee and
Manufacturer must be approved by lessor.
6. Basic Rent: Will be the monthly rental payments in the amount set forth in
the Lease Schedule or if different, the rent payment in the Schedule "A"
and Acceptance Certificate will become the rental payment.
Additional Terms:
Theparties agree that this lease is a "finance lease" as defined by Article
2A-103(g) of the Uniform Commercial Code.
Lessee acknowledges that it has either a) received, reviewed and approved any
written supply contract from the manufacturer or supplier ("Supplier") covering
the Equipment purchased from Supplier by Lessor for lease to Lessee, or b) has
been informed of the identity of the Supplier, that it may have rights under the
supply contract, and that Lessee may contact Supplier for a description of any
such rights.
This Lease Schedule will apply only to the Schedule "A" document signed and
approved by Lessee.
By execution hereof, the signer certifies
that he/she has read, accepted and duly
executed this Lease Schedule to the Master
Lease Agreement on behalf of Lessee.
Lessor: DIEBOLD CREDIT CORPORATION Lessee: UNIVERSAL MONEY CENTERS, INC.
By: /S/ Robert J. Warren By: /s/ Pamela A. Glenn
------------------------------ -------------------------------
Title: Vice President & Treasurer Title: Vice President
------------------------------ ------------------------------
Date: 10/05/98 Date: 9-25-98
------------------------------ ------------------------------
Side Two
DIEBOLD CREDIT CORPORATION, 5995 Mayfair Road, North Canton, Ohio 44720;
PHONE (330) 490-6900
Page 4 of 6
DIEBOLD CREDIT CORPORATION
LEASE SCHEDULE
This Lease Schedule is executed pursuant to the subject Master Lease
Agreement (Master Lease), the terms and conditions of which are incorporated
herein by reference. The equipment described in the Schedule "A" hereto ("the
Equipment") is leased pursuant to the terms and conditions of this Lease
Schedule and the Master Lease.
Lessor: Lessee:
DIEBOLD CREDIT CORPORATION UNIVERSAL MONEY CENTERS, INC.
5995 Mayfair Rd 6800 SQUIBB RD
North Canton, Oh. 44720 OVERLAND PARK, KS 66202
Lease Schedule, Page 1 of 2
Master Lease No. 10319________Dated: 2/28/98
- ------------------------------------------------------------------------------------------------
1. Sales Order 2. Term 3. Description 4. Domicile Location 5. Cost 6. Basic
No. Rent
- ------------------------------------------------------------------------------------------------
0499-01265-00 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-01 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-02 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-03 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-04 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-05 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-06 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-07 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-08 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-09 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
0499-01265-10 60 CSP-100 ATM WITH TWO * $6,505.00 $$132.70
SIDEDILLUMINATED
TOPPERS
- ------------------------------------------------------------------------------------------------
* To be provided by $
Lessee at
installation.
- ------------------------------------------------------------------------------------------------
Side One
DIEBOLD CREDIT CORPORATION, 5995 Mayfair Road, North Canton, Ohio
44720; PHONE (330) 490-6900
Page 5 of 6
DIEBOLD CREDIT CORPORATION
LEASE SCHEDULE
1. Sales Order No.: This number will correspond to the Sales Agreement signed
by Customer and Diebold Inc. and assigned to Diebold Credit Corporation for
payment.
2. Term: Will begin on the 1st day of the month following the acceptance date
listed on the Schedule "A" and will continue for the number of months
listed under that section.
3. Description: Briefly describes the equipment that is itemized on the
Schedule "A"
4. Domicile Location: The equipment will be housed at this location unless
approved by lessor.
5. Cost: This is the investment that is used to determine Basic Rent and is
taken from the Sales Agreement, any changes negotiated between Lessee and
Manufacturer must be approved by lessor.
6. Basic Rent: Will be the monthly rental payments in the amount set forth in
the Lease Schedule or if different, the rent payment in the Schedule "A"
and Acceptance Certificate will become the rental payment.
Additional Terms:
The parties agree that this lease is a "finance lease" as defined by Article
2A-103(g) of the Uniform Commercial Code.
Lessee acknowledges that it has either a) received, reviewed and approved any
written supply contract from the manufacturer or supplier ("Supplier") covering
the Equipment purchased from Supplier by Lessor for lease to Lessee, or b) has
been informed of the identity of the Supplier, that it may have rights under the
supply contract, and that Lessee may contact Supplier for a description of any
such rights.
This Lease Schedule will apply only to the Schedule "A" document signed and
approved by Lessee.
By execution hereof, the signer certifies
that he/she has read, accepted and duly
executed this Lease Schedule to the Master
Lease Agreement on behalf of Lessee.
Lessor: DIEBOLD CREDIT CORPORATION Lessee: UNIVERSAL MONEY CENTERS, INC.
By: /S/ Robert J. Warren By: /s/ Pamela A. Glenn
------------------------------ -------------------------------
Title: Vice President & Treasurer Title: Vice President
------------------------------ ------------------------------
Date: 10/05/98 Date: 9-25-98
------------------------------ ------------------------------