EXHIBIT 10.20
Quasi-M/L2800 (9/94)
MASTER LEASE AGREEMENT
(Quasi)
THIS MASTER LEASE AGREEMENT, dated as of 6/27/97 ("Agreement"), between
General Electric Capital Corporation, with an office at 4 North Park Drive
Suite 500, Hunt Valley, MD, 21030 (hereinafter called, together with its
successors and assigns, if any, "Lessor"), and Triquint Semiconductor, Inc.,
a corporation organized and existing under the laws of the State of Delaware
___ with its mailing address and chief place of business at 2320 NE Brookwood
Parkway, Hillsboro, OR 97124 (hereinafter called "Lessee").
WITNESSETH:
I. LEASING:
(a) Subject to the terms and conditions set forth below, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, the equipment
("Equipment") described in Annex A to any schedule hereto ("Schedule"). Terms
defined in a Schedule and not otherwise defined herein shall have the
meanings ascribed to them in such Schedule. (b) The obligation of Lessor to
purchase Equipment from the manufacturer or supplier thereof ("Supplier") and
to lease the same to Lessee under any Schedule shall be subject to receipt by
Lessor, prior to the Lease commencement Date (with respect to such
Equipment), of each of the following documents in form and substance
satisfactory to Lessor: (i) a Schedule relating to the Equipment then to be
leased hereunder, (ii) paid in full invoice or other evidence of ownership of
the Equipment, (iii) evidence of insurance which complies with the
requirements of Section IX, and (iv) such other documents as Lessor may
reasonably request. As a further condition to such obligations of Lessor,
Lessee shall, upon delivery of such Equipment (but not later than the Last
Delivery Date specified in the applicable Schedule) execute and deliver to
Lessor a Certificate of Acceptance (in the form of Annex C to the applicable
Schedule) covering such Equipment. Lessor hereby appoints Lessee its agent
for inspection and acceptance of the Equipment from the Supplier. Upon
execution by Lessee of any Certificate of Acceptance, the Equipment described
thereon shall be deemed to have been delivered to, and irrevocably accepted
by, Lessee for lease hereunder.
II. TERM, RENT AND PAYMENT:
(a) The rent payable hereunder and Lessee's right to use the Equipment shall
commence on the date of execution by Lessee of the Certificate of Acceptance
for such Equipment ("Lease Commencement Date"). The term of this Agreement
shall be the period specified in the applicable Schedule. If any term is
extended, the word "term" shall be deemed to refer to all extended terms, and
all provisions of this Agreement shall apply during any extended terms,
except as may be otherwise specifically provided in writing. (b) Rent shall
be paid to Lessor at its address stated above, except as otherwise directed
by Lessor. Payments of rent shall be in the amount set forth in, and due in
accordance with the provisions of the applicable Schedule. If one or more
Advance Rentals are payable, such Advance Rental shall be (i) set forth on
the applicable Schedule, (ii) due upon acceptance by Lessor of such Schedule,
and (iii) when received by Lessor, applied to the first rent payment and the
balance, if any, to the final rental payment(s) under such Schedule. In no
event shall any Advance Rental or any other rent payments be refunded to
Lessee. If rent is not paid within ten days of its due
date, Lessee agrees to pay a late charge of five cents ($0.05) per dollar on,
and in addition to, the amount of such rent but not exceeding the lawful
maximum, if any.
III. TAXES:
Lessee shall have no liability for taxes imposed by the United States of
America or any State or political subdivision thereof which are on or
measured by the net income of Lessor. Lessee shall report (to the extent that
it is legally permissible) and pay promptly all other taxes, fees and
assessments due, imposed, assessed or levied against any Equipment (or the
purchase, ownership, delivery, leasing, possession, use or operation
thereof), this Agreement (or any rentals or receipts hereunder), any
Schedule, Lessor or Lessee by any foreign, federal, state or local government
or taxing authority during or related to the term of this Agreement,
including, without limitation, all license and registration fees, and all
sales, use, personal property, excise, gross receipts, franchise, stamp or
other taxes, imports, duties and charges, together with any penalties, fines
or interest thereon (all hereinafter called "Taxes"). Lessee shall (i)
reimburse Lessor upon receipt of written request for reimbursement for any
Taxes charged to or assessed against Lessor accompanied by such information
as may reasonably enable Lessee to verify the amount of such Taxes,
(provided, however, that nothing herein shall require Lessor to produce any
tax bill relating to any personal property other than the Equipment or to any
leases or other agreement between Lessor and any third party), (ii) on
request of Lessor, submit to lessor written evidence of Lessee's payment of
Taxes, (iii) send a copy thereof to Lessor.
IV. REPORTS:
(a) Lessee will notify Lessor in writing, within ten days after Lessee
receives actual written notice that any tax lien or other lien arising by,
through or under any party other than Lessor to any equipment, of the full
particulars thereof and of the location of such equipment on the date of such
notification. (b) Lessee will within 120 days of the close of each fiscal
year of Lessee, deliver to Lessor, Lessee's balance sheet and profit and loss
statement, certified by a recognized firm of certified public accountants.
Upon request Lessee will deliver to Lessor quarterly, within 90 days of the
close of each fiscal quarter of Lessee, in reasonable detail, copies of
Lessee's quarterly financial report certified by an officer of Lessee. (c)
Lessee will permit Lessor to inspect any Equipment during normal business
hours upon at least twenty-four hours prior written notice; provided that
Lessor shall comply with Lessee's policies and procedures regarding clean
room safety, confidentiality and shall sign a waiver of liability. (d) Lessee
will keep the Equipment at the Equipment Location (specified in the
applicable Schedule) and will promptly notify Lessor of any relocation of
Equipment. Upon the written request of Lessor, Lessee will notify Lessor
forthwith in writing of the location of any Equipment as of the date of such
notification. (e) Lessee will promptly and fully report to lessor in writing
if any Equipment is lost or damaged (where the estimated repair costs would
exceed 20% of its then fair market value), or is otherwise involved in an
accident causing personal injury or property damage. (f) Within 60 days after
any request by Lessor, Lessee will furnish a certificate of an authorized
officer of Lessee stating that he has reviewed the activities of Lessee and
that, to the best of his knowledge, there exists no default (as described in
Section XI) or event which with notice or lapse of time (or both) would
become such a default.
V. DELIVERY, USE AND OPERATION:
(a) All Equipment shall be shipped directly from the Supplier to Lessee. (b)
Lessee agrees that the Equipment will be used by Lessee solely in the conduct
of its business and in a manner complying
with all applicable federal, state, and local laws and regulations. (c)
LESSEE SHALL NOT ASSIGN, MORTGAGE, SUBLET OR HYPOTHECATE ANY EQUIPMENT, OR
THE INTEREST OF LESSEE HEREUNDER NOR SHALL LESSEE REMOVE ANY EQUIPMENT FROM
THE CONTINENTAL UNITED STATES, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
LESSOR. (d) Lessee will keep the Equipment free and clear of all liens and
encumbrances other than those which are granted in favor of or result from
acts of Lessor.
VI. SERVICE:
(a) Lessee will, at its sole expense, maintain each unit of Equipment in good
operating order, repair, condition and appearance in accordance with
manufacturer's recommendations, normal wear and tear excepted. Lessee shall,
if at any time reasonably requested by Lessor, affix in a prominent position
on each unit of Equipment plates, tags or other identifying labels showing
ownership thereof by Lessee and Lessor's security interest therein. (b)
Lessee will not, without the prior consent of Lessor, affix or install any
accessory, equipment or device on any Equipment if such addition will impair
the originally intended function or use of such Equipment. All additions,
repairs, parts, supplies, accessories, equipment, and devices furnished,
attached or affixed to any Equipment which are not readily removable shall be
made only in compliance with applicable law, and shall become subject to the
lien of Lessor. Lessee will not, without the prior written consent of Lessor
and subject to such conditions as Lessor may impose for its protection, affix
or install any Equipment to or in any other personal or real property. (c)
Any alterations or modifications to the Equipment that may, at any time
during the term of this Agreement, be required to comply with any applicable
law, rule or regulation shall be made at the expense of Lessee.
VII. STIPULATED LOSS VALUE:
Lessee shall promptly and fully notify Lessor in writing if any unit of
Equipment shall be or become worn out, lost, stolen, destroyed, irreparably
damaged in the reasonable determination of Lessee, or permanently rendered
unfit for use from any cause whatsoever (such occurrences being hereinafter
called "Casualty Occurrences"). On the rental payment date next succeeding a
Casualty Occurrence (the "Payment Date"), Lessee shall pay Lessor the sum of
(x) the Stipulated Loss Value of such unit calculated as of the rental
payment date next preceding such Casualty Occurrence ("Calculation Date");
and (y) all rental and other amounts which are due hereunder as of the
Payment Date. Upon payment of all sums due hereunder, the term of this lease
as to such unit shall terminate and (except in the case of the loss, theft or
complete destruction of such unit) Lessor shall be entitled to recover
possession of such unit.
VIII. LOSS OR DAMAGE:
Lessee hereby assumes and shall bear the entire risk of any loss, theft,
damage to, or destruction of, any unit of Equipment from any cause whatsoever
from the time the Equipment is shipped to Lessee.
IX. INSURANCE:
Lessee agrees, at its own expense, to keep all Equipment insured for such
amounts and against such hazards as Lessor may reasonably require, including,
but not limited to, insurance for damage to or loss of such Equipment and
liability coverage for personal injuries, death or property damage, with
Lessor named as additional insured and with a loss payable clause in favor of
Lessor, as its interest may appear, irrespective of any breach of warranty or
other act or omission of Lessee. The insurance shall provide (i) liability
coverage in an amount equal to at least ONE MILLION U.S. DOLLARS
($1,000,000.00) total liability per occurrence, and (ii) casualty/property
damage coverage in an amount equal to the higher of the Stipulated Loss value
or the full replacement cost of the Equipment; or at such other amounts as
may reasonably be required by Lessor. All such policies shall be with
companies, and on terms, satisfactory to Lessor. Lessee agrees to deliver to
Lessor evidence of insurance satisfactory to Lessor. No insurance shall be
subject to any co-insurance clause. Lessee shall cause all insurers to issue
checks for payments covering casualty losses to the Equipment payable to the
order of Lessor only, and no other payee. If Lessee fails to do so, or if
notwithstanding Lessee's instructions the insurer issues any check payable
jointly to Lessee and Lessor, then Lessee shall upon Lessor's request
promptly endorse any and every such check as directed by Lessor. Lessee and
Lessor agree that the foregoing provision may be specifically enforced by a
court of competent jurisdiction. Any reasonable expense of Lessor in
adjusting or collecting insurance shall be borne by Lessee. Lessee will not
make adjustments with insurers except (i) with respect to claims for damage
to any unit of Equipment where the repair costs do not exceed 20% of such
unit's fair market value, or (ii) with Lessor's written consent. Said
policies shall provide that the insurance may not be altered or canceled by
the insurer until after thirty (30) days written notice to Lessor. Except in
the event of a Casualty Occurrence, Lessor shall, at Lessee's option, apply
proceeds of insurance, in whole or in part, to (i) repair or replace
Equipment or any portion thereof, or (ii) satisfy any obligation of Lessee to
Lessor hereunder.
X. RETURN OF EQUIPMENT:
(a) Upon any expiration or termination of this Agreement or any Schedule,
Lessee shall promptly, at its own cost and expense: (i) perform any testing
and repairs required to place the affected units of Equipment in the same
condition and appearance as when received by Lessee (reasonable wear and tear
excepted) and in good working order for their originally intended purpose;
(ii) if deinstallation, disassembly or crating is required, cause such units
to be deinstalled, disassembled and crated by an authorized manufacturer's
representative or such other service person as is satisfactory to Lessor, and
(iii) return such units to a location within the continental United States as
Lessor shall direct. (b) Until Lessee has fully complied with the
requirements of Section X(a) above, Lessee's rent payment obligation and all
other obligations under this Agreement shall continue from month to month
notwithstanding any expiration or termination of the lease term. Lessor may
terminate such continued leasehold interest upon ten (10) days notice to
Lessee.
XI. DEFAULT:
(a) Lessor may in writing declare this Agreement in default if: Lessee
breaches its obligation to pay rent or any other sum when due and fails to
cure the breach within ten (10) days; Lessee breaches any of its insurance
obligations under Section IX; Lessee breaches any of its other obligations to
Lessor hereunder or under any instrument, document or agreement between
Lessor and Lessee and fails to cure that breach within thirty (30) days after
written notice thereof; any representation or warranty made by Lessee in
connection with this Agreement shall be false or misleading in any material
respect; Lessee becomes insolvent or ceases to do business as a going
concern; any Equipment is illegally used; or a petition is filed by or
against Lessee under any bankruptcy or insolvency laws. Such declaration
shall apply to all Schedules except as specifically excepted by Lessor. (b)
After default, at the request of Lessor, Lessee shall comply with the
provisions of Section X(a). Lessee hereby authorizes Lessor, after a default,
to enter, with or without legal process, any premises where any Equipment is
believed to be and take possession thereof so long as Lessor repairs any and
all damage caused by Lessor to the premises of Lessee in doing so. Lessee
shall, without further
demand, forthwith pay to Lessor (i) as liquidated damages for loss of a
bargain and not as a penalty, the Stipulated Loss Value of the Equipment
(calculated as of the rental next preceding the declaration of default), and
(ii) all rentals and other sums then due hereunder. Lessor may, but shall not
be required to, sell Equipment at private or public sale, in bulk or in
parcels, with or without notice, and without having the Equipment present at
the place of sale; or Lessor may, but shall not be required to, lease,
otherwise dispose of or keep idle all or part of the Equipment. With Lessee's
prior written consent, Lessor may use Lessee's premises for any or all of the
foregoing at no charge to Lessor. If the Equipment is removed due to Lessee's
failure to give such consent, such removal will not be raised as a defense to
a deficiency claim asserted by Lessor. The proceeds of sale, lease or other
disposition, if any, shall be applied in the following order of priorities:
(1) to pay all of Lessor's costs, charges and expenses incurred in taking,
removing, holding, repairing and selling, leasing or otherwise disposing of
Equipment; then (2) to the extent not previously paid by Lessee, to pay
Lessor all sums due from Lessee hereunder, then (3) to reimburse to Lessee
any sums previously paid by Lessee as liquidated damages; and (4) any surplus
shall be retained by Lessor. Lessee shall pay any deficiency in (1) and (2)
forthwith. (c) The foregoing remedies are cumulative, and any or all thereof
may be exercised in lieu of or in addition to each other or any remedies at
law, in equity, or under statute. The parties agree that a notice of sale or
other disposition (and the time and place thereof) to which Lessor is
entitled will be deemed reasonable notice if such notice is received by
Lessee at least five (5) days prior to any such sale or other disposition.
The parties further agree that any advertising reasonably calculated to
notify qualified potential buyers of any such sale or other disposition will
be deemed reasonable. Lessee shall pay Lessor's actual attorney's fees
incurred in connection with the enforcement, assertion, defense or
preservation of Lessor's rights and remedies hereunder, or if prohibited by
law, such lesser sum as may be permitted. Waiver of any default shall not be
a waiver of any other subsequent default. (d) Any default under the terms of
this or any other agreement between Lessor and Lessee may be declared by
Lessor a default under this and any such other agreement.
XII. ASSIGNMENT:
Lessor may, without the consent of Lessee, assign this Agreement or any
Schedule. Lessee agrees that if Lessee receives written notice of an
assignment from Lessor, Lessee will pay all rent and other amounts payable
under any assigned Equipment Schedule to such assignee or as instructed by
Lessor. Lessee further agrees to confirm in writing receipt of a notice of
assignment as may be reasonable request by assignee. Lessee hereby waives and
agrees not to assert against any such assignee any defense, set-off,
recoupment claim or counterclaim which Lessee has or may at any time have
against Lessor for any reason whatsoever.
XIII. NET LEASE; NO SET-OFF, ETC:
This Agreement is a net lease. Lessee's obligation to pay rent and other
amounts due hereunder shall be absolute and unconditional. Lessee shall not
be entitled to any abatement or reductions of, or set-offs against, said rent
or other amounts, including, without limitation, those arising or allegedly
arising out of claims (present or future, alleged or actual, and including
claims arising out of strict tort or negligence of Lessor) of Lessee against
Lessor under this Agreement or otherwise. Nor shall this Agreement terminate
or the obligations of Lessee be affected by reason of any defect in or damage
to, or loss of possession, use or destruction of, any Equipment from
whatsoever cause. It is the intention of the parties that rents and other
amounts due hereunder shall continue to be payable in
all events in the manner and at the times set forth herein unless the
obligation to do so shall have been terminated pursuant to the express terms
hereof.
XIV. INDEMNIFICATION:
(a) Lessee hereby agrees to indemnify, save and keep harmless Lessor, its
agents, employees, successors and assigns from and against any and all
losses, damages, penalties, injuries, claims, actions and suits, including
legal expenses, of whatsoever kind and nature, in contract or tort, whether
caused by the active or passive negligence of Lessor or otherwise, and
including, but not limited to, Lessor's strict liability in tort, arising out
of (i) the selection, manufacture, purchase, acceptance or rejection of
Equipment, the ownership of Equipment during the term of this Agreement, and
the delivery, lease, possession, maintenance, uses, condition, return or
operation of Equipment (including, without limitation, latent and other
defects, whether or not discoverable by Lessor or Lessee and any claim for
patent, trademark or copyright infringement or environmental damage) or (ii)
the condition of Equipment sold or disposed of after use by Lessee, any
sublessee or employees of Lessee. Lessee shall, upon request, defend any
actions based on, or arising out of, any of the foregoing. Notwithstanding
the foregoing, Lessee shall not be obligated to indemnify, defend, save and
keep harmless Lessor, its agents, employees, successors and assigns from and
against any and all losses, damages, penalties, injuries, claims, actions or
suits arising out of or resulting from the gross negligence or willful
misconduct of Lessor, its agents, employee, successors and assigns. (b) All
of Lessor's rights, privileges and indemnities contained in this Section XIV
shall survive the expiration or other termination of this Agreement and the
rights, privileges and indemnities contained herein are expressly made for
the benefit of, and shall be enforceable by Lessor, its successors and
assigns.
XV. DISCLAIMER:
LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT WITHOUT ANY ASSISTANCE
FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES NOT MAKE, HAS NOT MADE, NOR
SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED
HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS
OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION,
SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such
risks, as between Lessor and Lessee, are to be borne by Lessee. Without
limiting the foregoing, Lessor shall have no responsibility or liability to
Lessee or any other person with respect to any of the following, regardless
of any negligence of Lessor (i) any liability, loss or damage caused or
alleged to be caused directly or indirectly by any Equipment, any inadequacy
thereof, any deficiency or defect (latent or otherwise) therein, or any other
circumstance in connection therewith; (ii) the use, operation or performance
of any Equipment or any risks relating thereto; (iii) any interruption of
service, loss of business or anticipated profits or consequential damages; or
(iv) the delivery, operation, servicing, maintenance, repair, improvement or
replacement of any Equipment. If, and so long as, no default exists under
this Lease, Lessee shall be, and hereby is, authorized during the term of
this Lease to assert and enforce, at Lessee's sole cost and expense, from
time to time, in the name of and for the account of Lessor and/or Lessee, as
their interests may appear, whatever claims and rights Lessor may have
against any Supplier of the Equipment.
XVI. REPRESENTATIONS AND WARRANTIES OF LESSEE:
Lessee hereby represents and warrants to Lessor that on the date hereof and
on the date of execution of each Schedule: (a) Lessee has adequate power and
capacity to enter into, and perform under, this Agreement and all related
documents (together, the "Documents") and is duly qualified to do business
wherever necessary to carry on its present business and operations, including
the jurisdiction(s) where the Equipment is or is to be located. (b) The
Documents have been duly authorized, executed and delivered by Lessee and
constitute valid, legal and binding agreements, enforceable in accordance
with their terms, except to the extent that the enforcement of remedies
therein provided may be limited under applicable bankruptcy and insolvency
laws. (c) No approval, consent or withholding of objections is required from
any governmental authority or instrumentality with respect to the entry into
or performance by Lessee of the Documents except such as have already be
obtained. (d) The entry into and performance by Lessee of the Documents will
not: (i) violate any judgment, order, law or regulation applicable to Lessee
or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii)
result in any breach of, constitute a default under or result in the creation
of any lien, charge, security interest or other encumbrance upon any
Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or
credit agreement or other instrument (other than this Agreement) to which
Lessee is a party. (e) There are no suits or proceedings pending or
threatened in court or before any commission, board or other administrative
agency against or affecting Lessee, which will have a material adverse effect
on the ability of Lessee to fulfil its obligations under this Agreement other
than those disclosed in the Lessee's first fiscal quarter, March 29, 1997,
form 10-Q. (f) The Equipment accepted under any Certificate of Acceptance is
and will remain tangible personal property. (g) Each Balance Sheet and
Statement of Income delivered to Lessor has been prepared in accordance with
generally accepted accounting principles, and since the date of the most
recent such Balance Sheet and Statement of Income, there has been no material
adverse change. (h) Lessee is and will be at all times validly existing and
in good standing under the laws of the State of its incorporation (specified
in the first sentence of this Agreement). (i) The Equipment will at all times
be used for commercial or business purposes.
XVII. OWNERSHIP FOR TAX PURPOSES, GRANT OF SECURITY INTEREST; USURY SAVINGS:
(a) For income tax purposes, the parties hereto agree that it is their mutual
intention that Lessee shall be considered the owner of the Equipment.
Accordingly, Lessor agrees (i) to treat Lessee as the owner of the Equipment
on its federal income tax return, (ii) not to take actions or positions
inconsistent with such treatment on or with respect to its federal income tax
return, and (iii) not to claim any tax benefits available to an owner of the
Equipment on or with respect to its federal income tax return. The foregoing
undertakings by Lessor shall not be violated by Lessor's taking a tax
position inconsistent with the forgoing sentence to the extent such a
position is required by law or is taken through inadvertence so long as such
inadvertent tax position is reversed by Lessor promptly upon its delivery.
Lessor shall in no event be liable to Lessee if Lessee fails to secure any of
the tax benefits available to the owner of the Equipment. (b) Lessee hereby
grants to Lessor a first security interest in the Equipment, together with
all additions, attachments, accessions, accessories and accessions thereto
whether or not furnished by the Supplier of the Equipment and any and all
substitutions, replacements or exchanges therefor, and any and all insurance
and/or other proceeds of any of the forgoing in and against which a security
interest is granted hereunder. Notwithstanding anything to the contrary
contained elsewhere in this Agreement, to the extent that Lessor asserts a
purchase money security interest in any items of Equipment ("PMSI
Equipment"): (i) the PMSI
Equipment shall secure only those sums which have been advanced by Lessor for
the purchase of the PMSI Equipment, or the acquisition of rights therein, or
the use thereof (the "PMSI Indebtedness"), and (ii) no other Equipment shall
secure the PMSI Indebtedness. (c) It is the intention of the parties hereto
to comply with any applicable usury laws to the extent that any Schedule is
determined to be subject to such laws; accordingly, it is agreed that,
notwithstanding any provision to the contrary in any Schedule or the Lease,
in no event shall any Schedule require the payment or permit the collection
of interest in excess of the maximum amount permitted by applicable law. If
any such excess interest is contracted for, charged or received under any
Schedule or the Lease, or in the event that all of the principal balance
shall be prepaid, so that under any of such circumstances the amount of
interest contracted for, charged or received under any Schedule or the Lease
shall exceed the maximum amount of interest permitted by applicable law, then
in such event (a) the provisions of this paragraph shall govern and control,
(b) neither Lessee nor any other person or entity now or hereafter liable for
the payment hereof shall be obligated to pay the amount of such interest to
the extent that it is in excess of the maximum amount of interest permitted
by applicable law, (c) any such excess which may have been collected shall be
either applied as a credit against the then unpaid principal balance or
refunded to Lessee, at the option of the Lessor, and (d) the effective rate
of interest shall be automatically reduced to the maximum lawful contract
rate allowed under applicable law as now or hereafter construed by the courts
having jurisdiction thereof. It is further agreed that without limitation of
the foregoing, all calculations of the rate of interest contracted for,
charged or received under any Schedule or the Lease which are made for the
purpose of determining whether such rate exceeds the maximum lawful contract
rate, shall be made, to the extent permitted by applicable law, by
amortizing, prorating, allocating and spreading in equal parts during the
period of the full stated term of the indebtedness evidenced hereby, all
interest at any time contracted for, charged or received from Lessee or
otherwise by Lessor in connection with such indebtedness; provided, however,
that if any applicable state law is amended or the law of the United States
of America preempts any applicable state law, so that it becomes lawful for
Lessor to receive a greater interest per annum rate than is presently
allowed, the Lessee agrees that, on the effective date of such amendment or
preemption, as the case may be, the lawful maximum hereunder shall be
increased to the maximum interest per annum rate allowed by the amended
stated law or the law of the United States of America.
XVIII. EARLY TERMINATION:
(a) On or after the First Termination Date (specified in the applicable
Schedule), Lessee may, so long as no default exists hereunder, terminate this
Agreement as to all (but not less than all) of the Equipment on such Schedule
as of a Rent Payment Date ("Termination Date") upon at least 60 days prior
written notice to Lessor. (b) Lessee shall, and Lessor may, solicit cash bids
for the Equipment on an AS IS, WHERE IS BASIS without recourse to or warranty
from Lessor, express or implied ("AS IS BASIS"). Prior to the Termination
Date, Lessee shall (i) certify to Lessor any bids received by Lessee and (ii)
pay to Lessor (A) the Termination Value (calculated as of the rental due on
the Termination Date) for the Equipment, and (B) all rent and other sums due
and unpaid as of the Termination Date. (c) Provided that all amounts due
hereunder have been paid on the Termination Date, Lessor shall (i) sell the
Equipment on an AS IS BASIS for cash to the highest bidder and (ii) refund
the proceeds of such sale (net of any related expenses) to Lessee up to the
amount of the Termination Value. If such sale is not consummated, no
termination shall occur and Lessor shall refund the Termination Value (less
any expenses incurred by Lessor) to Lessee. (d) Notwithstanding the
foregoing, Lessor may elect by written notice, at any time prior to the
Termination Date, not to
sell the Equipment. In that event, on the Termination Date Lessee shall (i)
return the Equipment (in accordance with Section X) and (ii) pay to Lessor
all amounts required under Section XVIII(b) less the amount of the highest
bid certified by Lessee to Lessor.
XIX. EARLY PURCHASE OPTION:
(a) Provided that the Lease has not been earlier terminated and provided
further than Lessee is not in default under the Lease or any other agreement
between Lessor and Lessee. Lessee may, UPON AT LEAST 30 DAYS BUT NO MORE THAN
270 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S IRREVOCABLE ELECTION TO
EXERCISE SUCH OPTION, purchase all (but not less than all) of the Equipment
listed and described in this schedule on any Rent Payment Date following the
First Termination Date as set forth in this Schedule, and prior to the date
which is the scheduled expiration of this Lease, (the "Early Purchase Date")
for a price equal to (i) the Termination Value (calculated as of the Early
Purchase Date) for the Equipment, and (ii) all rent and other sums due and
unpaid as of the Purchase Date (the "Early Option Price"), plus all
applicable sales taxes on an AS IS BASIS. (The purchase option granted by
this subsection shall be referred to herein as the "Early Purchase Option").
(b) If Lessee exercises its Early Purchase Option with respect to the
Equipment leased hereunder, then on the Early Purchase Date, Lessee shall pay
to Lessor any rent and other sums due and unpaid on the Early Purchase Date
and Lessee shall pay the Early Option Price, plus all applicable sales taxes,
to Lessor in cash.
XX. PURCHASE OPTION:
(a) So long as no default exists hereunder and the lease has not been earlier
terminated, Lessee may at lease expiration purchase all (but not less than
all) of the Equipment in any Schedule on an AS IS, WHERE IS BASIS for cash
equal to the amount indicated in such Schedule (the "Option Payment"). The
Option Payment shall be due and payable in immediately available funds on the
Expiration Date. (b) Lessee shall be deemed to have waived this option unless
it provides Lessor with written notice of its irrevocable election to
exercise the same not less than 90 days prior to the Expiration Date.
XXI. MISCELLANEOUS:
(a) LESSEE HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR
INDIRECTLY, THIS LEASE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN
LESSEE AND LESSOR RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY
RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED
BETWEEN LESSEE AND LESSOR. The scope of this waiver is intended to be all
encompassing of any and all disputes that may be filed in any court
(including, without limitation, contract claims, tort claims, breach of duty
claims, and all other common law and statutory claims). THIS WAIVER IS
IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS LEASE, ANY RELATED DOCUMENTS, OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED
TRANSACTION. In the event of litigation, this lease may be filed as a written
consent to a trial by the court. (b) Unless and until Lessee exercises its
rights under Section XIX above, nothing herein contained shall give or convey
to lessee any right, title or interest in and to any Equipment except as a
lessee. Any cancellation or termination by Lessor, pursuant to the provision
of this Agreement, any Schedule,
supplement or amendment hereto, or the lease of any Equipment hereunder,
shall not release Lessee from any then outstanding obligations to Lessor
hereunder. All Equipment shall at all times remain personal property of
Lessor regardless of the degree of its annexation to any real property and
shall not by reason of any installation in, or affixation to, real or
personal property become a part thereof. (c) Time is of the essence of this
Agreement. Lessor's failure at any time to require strict performance by
Lessee of any of the provisions hereof shall not waive or diminish Lessor's
right thereafter to demand strict compliance therewith. Lessee agrees, upon
Lessor's request, to execute any instrument necessary or expedient for
filing, recording or perfecting the interest of Lessor. All notices required
to be given hereunder shall be deemed adequately given if sent by registered
or certified mail to the addressee at its address stated herein, or at such
other place as such addressee may have designated in writing. This Agreement
and any Schedule and Annexes thereto constitute the entire agreement of the
parties with respect to the subject matter hereof. NO VARIATION OR
MODIFICATION OF THIS AGREEMENT OR ANY WAIVER OF ANY OF ITS PROVISIONS OR
CONDITIONS, SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF THE PARTIES HERETO.
- ----------------------------------------------------
initials
(d) In case of a failure of Lessee to comply with any provision of this
Agreement, Lessor shall have the right, but shall not be obligated to, effect
such compliance, in whole or in part; and all moneys spent and expenses and
obligations incurred or assumed by Lessor in effecting such compliance shall
constitute additional rent due to Lessor within twenty days after the date
Lessor sends notice to Lessee requesting payment. Lessor's effecting such
compliance shall not be a waiver of Lessee's default. (e) Any rent or other
amount not paid to Lessor when due hereunder shall bear interest, both before
and after any judgment or termination hereof, at the lesser of the interest
rate computed on a per annum basis at the Prime Rate (as published by the
Wall Street Journal) plus 3 percent, but such interest rate shall be no less
than 11 percent, or the maximum rate allowed by law. Any provisions in this
Agreement and any Schedule which are in conflict with any statute, law or
applicable rule shall be deemed omitted, modified or altered to conform
thereto.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
General Electric Capital Corporation Triquint Semiconductors, Inc.
By: ________________________________ By: ________________________________
Name: ______________________________ Name: ______________________________
Title: ______________________________ Title: _____________________________
AMENDMENT
TO
MASTER LEASE AGREEMENT
DATED __________, 1997 (the "Lease")
BY AND BETWEEN
Triquint Semiconductor, Inc. ("Lessee")
AND
GENERAL ELECTRIC CAPITAL CORPORATION ("Lessor")
DATED __________, 1997
WHEREAS, Lessor and Lessee desire to amend certain provisions of the Lease as
hereinafter provided;
NOW THEREFORE, for good and valuable consideration, receipt and sufficiency
of which are hereby acknowledged, Lessor and Lessee hereby agree to amend the
Lease by adding the following language:
Section XI of the Lease is amended in the following manner:
(e) Any other bonds, debentures, notes, leases or other indebtedness for
money borrowed (hereinafter collectively called "Obligations") of the Lessee
or of any of the Lessee's subsidiaries shall become immediately due and
payable in advance of its scheduled maturity following a default or the
Lessee or any of the Lessee's subsidiaries defaults in the repayment of any
such Obligations at the maturity thereof (after giving effect to any
applicable grace period therefor) or any guarantee of or indemnity in respect
of any Obligations of others given by the Lessee or any of the Lessee's
subsidiaries shall not be honored when due and called upon (after giving
effect to any applicable grace period therefor) or any guarantee of or
indemnity in respect of any Obligations of others given by the Lessee or any
of the Lessee's subsidiaries shall not be honored when due and called upon
(after giving effect to any applicable grace period therefor); Lessee hereby
agrees to notify the Lessor immediately upon receipt of any declared default
by any obligee. Failure to do so shall constitute an immediate material
default under this Lease.
This Amendment shall be deemed to have been entered into contemporaneously
with and integrated into the terms and conditions of this Lease.
Except as set out herein, the terms and conditions of the Lease shall remain
in full force and effect as entered into by the parties on or prior to the
date hereof.
Dated: _______________________, 1997
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL, TRIQUINT SEMICONDUCTOR, INC.
CORPORATION
By: _____________________________ By: _____________________________
Name: ___________________________ Name: ___________________________
Title: __________________________ Title: __________________________
AMENDMENT NO. 02
THIS AMENDMENT TO MASTER LEASE AGREEMENT dated June 27, 1997 is made as
of December __, 1997, between GENERAL ELECTRIC CAPITAL CORPORATION
(hereinafter called, together with its successors and assigns, if any
"Lessor"), and TRIQUINT SEMICONDUCTOR, INC. (hereinafter called "Lessee").
Capitalized terms used by not defined herein shall have the meanings ascribed
to them in the Schedule and Agreement.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in
hand paid, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree, to amend the
Agreement as follows:
1. The following is inserted at the end of Section III: "The obligations
of Lessee under this Section III shall survive any expiration or termination
of this Agreement".
2. The following new paragraph is added to Section XI: "For the purpose of
this Section XI, each Schedule executed pursuant to this Agreement shall
constitute a separate instrument of lease; provided, however, that the
occurrence of a default with respect to any Schedule shall, at the sole
discretion of Lessor (as set forth in a written declaration to Lessee)
constitute a default with respect to each Schedule as to which the same
entity is Lessor. Notwithstanding anything set forth herein, Lessor any
exercise all rights and remedies hereunder independently with respect to each
Schedule".
3. The following is inserted at the end of Section XXI: "(f) To the extent
that this Agreement and/or a Schedule would constitute chattel paper, as such
term is defined in the Uniform Commercial Code as in effect in any applicable
jurisdiction, no security interest herein or therein may be perfected except
through the transfer or possession of the original of a Schedule executed
pursuant to this Agreement and incorporating this Agreement by reference; and
no security interest in this Agreement and a Schedule may be perfected by the
transfer or possession of any counterpart of the Schedule other than the
original thereof, which shall be identified as the document marked 'Original'
and all other counterparts shall be marked 'Duplicate'. (g) Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction".
Except as expressly set forth herein, the terms and conditions of the
Agreement remain unmodified and in full force and effect.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Amendment to
Master Lease Agreement to be executed by their duly authorized
representatives as of the date first above written.
GENERAL ELECTRIC CAPITAL CORPORATION TRIQUINT SEMICONDUCTOR, INC.
Lessor Lessee
BY: ________________________________ BY: ________________________________
NAME: ______________________________ NAME: ______________________________
TITLE: _____________________________ TITLE: _____________________________
OBS Schedule With Extension
EQUIPMENT SCHEDULE
SCHEDULE NO. G-1
DATED THIS ___ DAY OF JANUARY, 1998
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:
NATIONAL CITY BANK OF KENTUCKY TRIQUINT SEMICONDUCTOR, INC.
101 S. FIFTH STREET 2300 NE BROOKWOOD PARKWAY
LOUISVILLE, KY 40202 HILLSBORO, OR 97124
Capitalized terms not defined herein shall have the meanings assigned to them
in the Master Lease Agreement identified above ("AGREEMENT", said Agreement
and this Schedule being collectively referred to as "LEASE").
A. EQUIPMENT
Pursuant to the terms of the Lease, Lessor agrees to acquire and lease to
Lessee the Equipment listed on Annex A attached hereto and made a part hereof.
B. FINANCIAL TERMS.
1. Advance Rent (if any): N/A
2. Lessor's Cost: $10,000,000.00
3. Basic Term Lease Rate Factor: 1.7516%
4. Daily Lease Rate Factor: .05839%
5. Basic Term (No. of Months): 24.
6. Basic Term Commencement Date: January 12, 1998
7. Equipment Location: see attachment to Annex A.
8. Lessee Federal Tax ID No.: 95-3654013.
9. Supplier: Various.
10. Last Delivery Date: 1/09/98.
11. Interest rate: 7.93%
12. First Termination Date: Twenty four (24) months after the Basic
Term Commencement Date.
13. Lessee agrees and acknowledges that the Lessor's Cost of the
Equipment as stated on the Schedule is equal to the fair market
value of the Equipment on the date hereof.
C. TERM AND RENT.
1. Interim Rent. For the period from and including the
Lease Commencement Date to the Basic Term Commencement Date ("INTERIM
PERIOD"), Lessee shall pay as rent ("INTERIM RENT") for each unit of
Equipment the product of the Daily Lease Rate Factor times the Lessor's Cost
of such unit times the number of days in the Interim Period. Interim Rent
shall be due on N/A.
2. Basic Term Rent. Commencing on February 12, 1998 and on the same day
of each of the next 23 months thereafter (each, a "RENT PAYMENT DATE"),
Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic Term
Lease Rate Factor times the Lessor's Cost of all Equipment on this Schedule.
3. Adjustment to Lessor's Cost. Lessee hereby irrevocably authorizes
Lessor to adjust the Lessor's Cost up or down by no more than 10% to account
for equipment change orders, equipment returns, invoicing errors, and similar
matters. Lessee acknowledges and agrees that the Rent shall be adjusted as a
result of such change in the Lessor's Cost (pursuant to paragraphs 1 and 2
above). Lessor shall send Lessee a written notice stating the final Lessor's
Cost, if different from that disclosed on this Schedule.
D. INSURANCE.
1. Public Liability: $1,000,000, total liability per occurrence.
2. Casualty and Property Damage: An amount equal to the higher of the
Stipulated Loss Value or the full replacement cost of the Equipment.
E. MODIFICATIONS AND ADDITIONS TO AGREEMENT.
For purposes of this Schedule only, the Agreement is hereby amended
as follows:
1. In Section I(b), delete "or supplier thereof" in the third line
thereof and insert ", supplier or other seller thereof" in lieu thereof.
2. In Section XVIII, delete the words "up to the amount of the
Termination Value" from subsection (c) and delete subsection (d) in its
entirety.
3. Replace Section XX with the following:
XX. END OF TERM OPTIONS:
(a) At the end of the Basic Term, so long as no default shall have
occurred and be continuing hereunder and this Agreement has not been
earlier terminated, Lessee shall exercise one of the following options:
(1) EXTENSION OPTION: Renew the Lease with respect to all and
not less than all, of the Equipment leased under the Schedule for an
additional term of twelve (12) months (the "FIRST RENEWAL TERM").
Commencing on the day which is one month after the due date for the final
payment of Basic Term Rent, and on the same day of each of the next 11
months thereafter, Lessee shall pay as First Renewal Term Rent a sum
equal to the product of the Capitalized Lessor's Cost and a lease rate
factor of 1.7516%.
(2) PURCHASE OR RETURN: Upon written notice delivered to
Lessor at least 180 days but no more than 270 days prior to the Basic
Term expiration date, and so long as Lessee is not then in default under
this Lease or any other agreement between Lessor and Lessee, Lessee shall
have the option to (A) purchase, for a cash price equal to the applicable
Estimated Residual Value (as defined below and as set forth in Exhibit 1
to this Schedule) plus applicable taxes, all and not less than all of the
Equipment leased under such Schedule, or (B) subject to the terms and
conditions set out in paragraph (e) of this Section XX, return to Lessor
all but not less than all of the Equipment. If Lessee elects to purchase
the Equipment, then on the Basic Term expiration date, Lessee shall pay
to Lessor the purchase price (plus applicable taxes) and all other sums
due and unpaid on such date (including but not limited to the last
scheduled payment of Basic Term Rent). If all of the terms and
conditions of this paragraph are not fulfilled, this Lease shall continue
in full force and effect as if the Extension Option had been elected, and
Lessee shall continue to be liable for all obligations thereunder,
including, without limitation, the obligation to continue paying rent.
(b) At the end of the First Renewal Term, so long as no default
shall have occurred and be continuing hereunder and this Agreement has
not been earlier terminated, Lessee shall exercise one of the following
options:
(1) EXTENSION OPTION: Renew the Lease with respect to all and
not less than all, of the Equipment leased thereunder for an additional
term of twelve (12) months (the "SECOND RENEWAL TERM"). Commencing on the
day which is one month after the due date for the final payment of First
Renewal Term Rent, and on the same day of each of the next 11 months
thereafter, Lessee shall pay as Second Renewal Term Rent a sum equal to
equal to the product of the Capitalized Lessor's Cost and a lease rate
factor of 1.7516%.
(2) PURCHASE OR RETURN: Upon written notice delivered to
Lessor at least 180 days but no more than 270 days prior to the First
Renewal Term expiration date, and so long as Lessee is not then in
default under this Lease or any other agreement between Lessor and
Lessee, Lessee shall have the
option to (A) purchase, for a cash price equal to the applicable
Estimated Residual Value (as defined below and as set forth in Exhibit 1
to this Schedule) plus applicable taxes, all and not less than all of the
Equipment leased under such Schedule, or (B) subject to the terms and
conditions set out in paragraph (e) of this Section XX, return to Lessor
all but not less than all of the Equipment. If Lessee elects to purchase
the Equipment, then on the First Renewal Term expiration date, Lessee
shall pay to Lessor the purchase price (plus applicable taxes) and all
other sums due and unpaid on such date (including but not limited to the
last scheduled payment of First Renewal Term Rent). If all of the
terms and conditions of this paragraph are not fulfilled, this Lease
shall continue in full force and effect as if the
Extension Option had been elected, and Lessee shall continue to be liable
for all obligations thereunder, including, without limitation, the
obligation to continue paying rent
(c) At the end of the Second Renewal Term, so long as no default
has occurred and is continuing hereunder and this Agreement has not been
earlier terminated, Lessee shall exercise one of the following options:
(1) EXTENSION OPTION: Renew the Lease with respect to all and
not less than all, of the Equipment leased thereunder for an additional
term of twelve (12) months (the "THIRD RENEWAL TERM"). Commencing on the
day which is one month after the due date for the final payment of Second
Renewal Term Rent, and on the same day of each of the next 11 months
thereafter, Lessee shall pay as Third Renewal Term Rent a sum equal to
the product of the Capitalized Lessor's Cost and a lease rate factor of
1.7516%.
(2) PURCHASE OR RETURN: Upon written notice delivered to
Lessor at least 180 days but no more than 270 days prior to the Second
Renewal Term expiration date, and so long as Lessee is not then in
default under this Lease or any other agreement between Lessor and
Lessee, Lessee shall have the option to (A) purchase, for a cash price
equal to the applicable Estimated Residual Value (as defined below and as
set forth in Exhibit 1 to this Schedule) plus applicable taxes, all and
not less than all of the Equipment leased under such Schedule, or (B)
subject to the terms and conditions set out in paragraph (e) of this
Section XX, return to Lessor all but not less than all of the Equipment.
If Lessee elects to purchase the Equipment, then on the Second Renewal
Term expiration date, Lessee shall pay to Lessor the purchase price (plus
applicable taxes) and all other sums unpaid on such date (including but
not limited to the last scheduled payment of Second Renewal Term Rent).
If all of the terms and conditions of this paragraph are not fulfilled,
this Lease shall continue in full force and effect as if the Extension
Option had been elected, and Lessee shall continue to be liable for all
obligations thereunder, including, without limitation, the obligation to
continue paying rent.
(d) At the end of the Third Renewal Term, upon written notice
delivered to Lessor at least 180 days but not more than 270 days prior to
the Third Renewal Term expiration date, and so long as no default has
occurred and is continuing hereunder and this Agreement has not been
earlier terminated, Lessee shall have the option to purchase, for a cash
price equal to the applicable Estimated Residual Value (as defined below
and as set forth in Exhibit 1 to this Schedule) plus applicable taxes,
all and not less than all of the Equipment leased under such Schedule.
If Lessee elects to purchase the Equipment, then on the Third Renewal
Term expiration date, Lessee shall pay to Lessor the purchase price (plus
applicable taxes) and all other sums due and unpaid on such date
(including but not limited to the last scheduled payment of Third Renewal
Term Rent). If Lessee fails to timely exercise such purchase option
Lessee shall, subject to the terms and conditions set out in paragraph
(e) of this Section XX, return the Equipment to Lessor.
(e) If (A) at the expiration of the Basic Term, or the First
Renewal Term, or the Second Renewal Term, as the case may be, Lessee
elects to return the Equipment to Lessor, or
(B) at the expiration of the Third Renewal Term Lessee fails to exercise
its purchase option, then the following terms shall apply:
(1) Definitions of Certain Terms. For purposes of this
Section XX:
(A) "EQUIPMENT" means all and not less than all of the
items of Equipment described on the Schedule;
(B) "ESTIMATED RESIDUAL VALUE" means the relevant
percentage, as set out in Exhibit 1 to this Schedule, of
Lessor's Cost of the Equipment as set out on the Schedule;
(C) "REALIZED VALUE" means the net proceeds realized by
Lessor from sale of the Equipment after deduction of (x)
expenses of such sale, if any, and (y) all sums due and owing
under the Lease as of Schedule Expiration that remain unpaid as
of the Date of the sale;
(D) "SCHEDULE EXPIRATION" means the last day of the Basic
Term or one of the Renewal Terms of the Lease, as appropriate,
as to the Equipment.
(2) DETERMINATION OF REALIZED VALUE. The Realized Value for
each item of Equipment on the Schedule shall be determined as follows:
Lessee and Lessor shall arrange for the sale of such Equipment on an
as is basis, provided that Lessee may not bid, directly or indirectly.
Each item of Equipment shall be sold by Lessor to the highest bidder.
The Realized Value shall be determined based on the cash proceeds
received by Lessor from such sale, as provided in Section XX(e)(1)(C),
above. If any item of Equipment is not sold within 30 days after the
applicable Term Expiration, then Lessee and Lessor agree, in view of the
uncertainties of market conditions and the parties' inability to predict
what the actual sale price of such item would be, that the Realized Value
of such item shall be deemed to equal zero, for purposes of computing
Lessee's liability as provided in paragraph (3) immediately below. Upon
the sale of the item at any time after the expiration of such 30 day
period, Lessor will apply the Realized Value (i) to refund to Lessee,
without interest any amount which Lessee may have previously paid to
Lessor with respect to such item under paragraph (3) and (ii) to pay to
Lessee the amount by which the Realized Value exceeds the Estimated
Residual Value.
(3) LESSEE LIABILITY. If the Realized Value of the Equipment
is less than the Estimated Residual Value thereof, Lessor shall notify
Lessee of such fact in writing and Lessee shall, within 10 days after
receipt of such notice, pay to Lessor, as an adjustment to the rental
payable under the Lease, an amount equal to the difference between the
Realized Value and the Estimated Residual Value; provided, however,
Lessee's liability under this paragraph shall be limited to the
applicable Lessee's Maximum Liability as set forth in Exhibit 1.
(4) LESSOR LIABILITY. If the Realized
Value of the Equipment exceeds the Estimated Residual Value thereof, and
provided that Lessee is not then in default under the Lease, Lessor shall
pay to Lessee, as an adjustment to the rent payable under the Lease, an
amount equal to 100% of such excess, but only to the extent Lessor
actually receives the Realized Value in available funds.
Solely with respect to Series "G" Equipment Schedules Lessee agrees
to the following:
Notwithstanding anything in the Lease Agreement to the contrary, which
ever end of lease option the Lessee chooses for the first Series "G"
equipment Schedules Lessee shall be deemed to have elected to exercise the
same option for all other Series "G" Equipment Schedules.
Except as expressly, modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not
binding or effective with respect to the Agreement or Equipment until
executed on behalf of Lessor and Lessee by authorized representatives of
Lessor and Lessee, respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
NATIONAL CITY BANK OF KENTUCKY TRIQUINT SEMICONDUCTOR, INC.
By: By:
------------------------------ -----------------------------
- --------------------------------- ---------------------------------
(Typed or printed name) (Typed or printed name)
Title: Title:
-------------------------- --------------------------
EXHIBIT 1 TO SCHEDULE G-1 DATED JANUARY ___, 1998
TO MASTER LEASE AGREEMENT DATED JUNE 27, 1997
ESTIMATED RESIDUAL VALUE LESSEE'S MAXIMUM LIABILITY
OPTION DATE (AS % OF LESSOR'S COST) (AS % OF LESSOR'S COST)
- ----------- ------------------------ --------------------------
End of Basic Term 73.0000% 60.0000%
End of First Renewal Term 57.5000% 48.5000%
End of Second Renewal Term 40.0000% 32.4000%
End of Third Renewal Term 20.0000% 15.6000%
LESSOR: LESSEE:
NATIONAL CITY BANK OF KENTUCKY TRIQUINT SEMICONDUCTOR, INC.
By: By:
------------------------------ -----------------------------
- --------------------------------- ---------------------------------
(Typed or printed name) (Typed or printed name)
Title: Title:
-------------------------- --------------------------
ANNEX D
TO
SCHEDULE NO. G-1
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
STIPULATED LOSS AND TERMINATION VALUE TABLE*
RENTAL RENTAL
PAYMENT NO. SLV % PAYMENT NO. SLV %
-------------------------------------------------------------
0 104.5246 36 60.83958
1 103.4532 37 59.46279
2 102.3744 38 58.07637
3 101.2880 39 56.68027
4 100.1940 40 55.27441
5 99.09241 41 53.85872
6 97.98307 42 52.43315
7 96.86598 43 50.9976
8 95.74107 44 49.55203
9 94.60829 45 48.09636
10 93.46759 46 46.63051
11 92.31891 47 45.15442
12 91.1622 48 43.66801
13 89.9974 49 42.17122
14 88.82445 50 40.66398
15 87.64331 51 39.1462
16 86.45390 52 37.61781
17 85.25617 53 36.07875
18 84.05007 54 34.52893
19 82.83554 55 32.96829
20 81.61251 56 31.39674
21 80.38093 57 29.81422
22 79.14074 58 28.22064
23 77.89188 59 26.61592
24 76.63429 60 25
25 75.36791
26 74.09267
27 72.80852
28 71.51539
29 70.21322
30 68.90195
31 67.58151
32 66.25184
33 64.91288
34 63.56456
35 62.20681
Initials:
------ -------
Lessor Lessee
* The Stipulated Loss Value or Termination Value for any unit of Equipment
shall be equal to the Capitalized Lessor's Cost of such unit multiplied by
the appropriate percentage derived from the above table. In the event
that the Lease is for any reason extended, then the last percentage figure
shown above shall control throughout any such extended term.
ADDENDUM TO SCHEDULE NO. G-1 DATED JANUARY 12, 1998
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
THIS ADDENDUM (this "ADDENDUM") amends and supplements Schedule No. G-1
dated January __, 1998 (the "SCHEDULE") between NATIONAL CITY BANK OF KENTUCKY
("Lessor") and TRIQUINT SEMICONDUCTOR, INC. to the Master Lease Agreement dated
as of June 27, 1997 (the "LEASE"), between GENERAL ELECTRIC CAPITAL CORPORATION
(the interest of which was assigned to Lessor to the extent relating to the
Schedule) and Lessee and is hereby incorporated into the Schedule as though
fully set forth therein. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Lease.
1. For purposes of this Schedule only, Section XVIII(a) of the Lease is
hereby amended by deleting "On or after the First Termination Date (specified
in the applicable Schedule)", from the first line thereof.
2. For purposes of this Schedule only, Section XIX(a) of the Lease is
hereby amended by deleting "following the First Termination Date as set forth
in this Schedule, and" from the fourth line thereof.
3. Section B.12. of the Schedule is hereby deleted.
Except as expressly modified hereby, all terms and provisions of the
Lease and the Schedule shall remain in full force and effect. This Addendum
is not binding or effective with respect to the Lease, the Schedule or the
Equipment until executed on behalf of Lessor and Lessee by authorized
representatives of Lessor and Lessee.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Addendum to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
NATIONAL CITY BANK OF KENTUCKY TRIQUINT SEMICONDUCTOR, INC.
By: _______________________________ By: ______________________________
Name: _____________________________ Name: ____________________________
Title: ____________________________ Title: ___________________________
Attest:
By: ______________________________
Name: ____________________________
ANNEX D-1
TO
SCHEDULE NO. G-1
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
Rent # TV Rent # TV Rent # TV
------ -- ------ -- ------ --
0 101.000 21 76.51492 41 49.82664
1 99.90923 22 75.26235 42 48.3977
2 98.81126 23 74.0015 43 46.95932
3 97.70603 24 72.73232 44 45.51143
4 96.5935 25 71.45475 45 44.05398
5 95.47361 26 70.16874 46 42.5869
6 94-34633 27 68.87423 47 41.11012
7 93.21159 28 67.57117 48 39.62358
8 92.06936 29 66.2595 49 38.12722
9 90.91957 30 64.93915 50 36.62097
10 89.76219 31 63.61008 51 35.10476
11 88-59716 32 62.27223 52 33.57854
12 87.42443 33 60.92554 53 32.04223
13 86.24396 34 59.56995 54 30.49576
14 85.05568 35 58.2054 55 28.93908
15 83.85955 36 56.83183 56 27.37211
16 82-65551 37 55.44919 57 25.79479
17 81.44352 38 54.05741 58 24.20704
18 80.22352 39 52.65643 59 22.60880
19 78.99545 40 51.24619 60 21.00000
20 77.75927
Initials:
------ ------
Lessor Lessee
- - The Termination Value for any unit of Equipment shall be equal to the
Capitalized Lessor's Cost of such unit multiplied by the appropriate
percentage derived from the above table. In the event that the Lease is
for any reason extended, then the last percentage figure shown above shall
control throughout any such extended term.
OBS Schedule With Extension
EQUIPMENT SCHEDULE
SCHEDULE NO. G-2
DATED THIS 12th DAY OF JANUARY, 1998
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:
LASALLE NATIONAL LEASING CORPORATION TRIQUINT SEMICONDUCTOR, INC.
502 WASHINGTON AVENUE, SUITE 800 2300 NE BROOKWOOD PARKWAY
TOWSON, MD 21204 HILLSBORO, OR 97124
General Electric Capital Corporation ("GE Capital") and TriQuint
Semiconductor, Inc. ("Lessee") have heretofore entered into that certain
Master Lease Agreement dated as of June 27, 1997, as amended (the "Master
Lease Agreement"). Certain interests of GE Capital in the Master Lease
Agreement have been assigned to LaSalle National Leasing Corporation
("Lessor"). This Equipment Schedule (the "Schedule") is executed pursuant
to, and incorporates by reference the terms and conditions of, the Master
Lease Agreement, and constitutes a separate instrument of lease. This
Schedule, incorporating by reference the terms and conditions of the Master
Lease Agreement, is herein collectively referred to as the "Lease".
A. EQUIPMENT.
Pursuant to the terms of the Lease, Lessor agrees to acquire and lease to
Lessee the Equipment listed on Annex A attached hereto and made a part
hereof.
B. FINANCIAL TERMS.
1. Advance Rent (if any): N/A
2. Lessor's Cost: $5,000,000.00
3. Basic Term Lease Rate Factor: 1.7516%.
4. Daily Lease Rate Factor: .05839%.
5. Basic Term (No. of Months): 24.
6. Basic Term Commencement Date: January 12, 1998.
7. Equipment Location: see attachment to Annex A
8. Lessee Federal Tax ID No.: 95-3654013.
9. Supplier: Various.
10. Last Delivery Date: 1/09/98.
11. Interest rate: 7.93%.
12. First Termination Date: Twenty four (24) months after the Basic
Term Commencement Date.
13. Lessee agrees and acknowledges that the Lessor's Cost of the
Equipment as stated on the Schedule is equal to the fair market value of the
Equipment on the date hereof.
C. TERM AND RENT.
1. Interim Rent For the period from and including the Lease Commencement
Date to the Basic Term Commencement Date ("INTERIM PERIOD"), Lessee shall pay
as rent ("INTERIM RENT") for each unit of Equipment, the product of the Daily
Lease Rate Factor times the Lessor's Cost of such unit times the number of
days in the Interim Period. Interim Rent shall be due on N/A.
2. Basic Term Rent. Commencing on February 12, 1998, and on the same
day of each of the next 23 months thereafter (each, a "RENT PAYMENT DATE"),
Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic Term
Lease Rate Factor times the Lessor's Cost of all Equipment on this Schedule.
3. Adjustment to Lessor's Cost. Lessee hereby irrevocably authorizes
Lessor to adjust the Lessor's Cost up or down by no more than 10% to account
for equipment change orders, equipment returns, invoicing errors, and similar
matters. Lessee acknowledges and agrees that the Rent shall be adjusted as a
result of such change in the Lessor's Cost (pursuant to paragraphs 1 and 2
above). Lessor shall send Lessee a written notice stating the final Lessor's
Cost, if different from that disclosed on this Schedule.
D. INSURANCE.
1. Public Liability: $ 1,000,000, total liability per occurrence.
2. Casualty and Property Damage: An amount equal to the higher of
the Stipulated Loss Value or the full replacement cost of the Equipment.
E. MODIFICATIONS AND ADDITIONS TO AGREEMENT:
For purposes of this Schedule only, the Agreement is hereby amended
as follows:
1. In Section I(b), delete "or supplier thereof" in the third line
thereof and insert ", supplier or other seller thereof" in lieu thereof.
2. In Section XVIII, delete the words "up to the amount of the
Termination Value" from subsection (c) and delete subsection (d) in its
entirety.
3. Replace Section XX with the following:
XX. END OF TERM OPTIONS:
(a) At the end of the Basic Term, so long as no default shall have
occurred and be continuing hereunder and this Agreement has not been
earlier terminated, Lessee shall exercise one of the following options:
(1) EXTENSION OPTION: Renew the Lease with respect to all and
not less than all, of the Equipment leased under the Schedule for an
additional term of twelve (12) months (the "FIRST RENEWAL TERM").
Commencing on the day which is one month after the due date for the final
payment of Basic Term Rent, and on the same day of each of the next 11
months thereafter, Lessee shall pay as First Renewal Term Rent a sum
equal to the product of the Capitalized Lessor's Cost and a lease rate
factor of 1.7516%.
(2) PURCHASE OR RETURN: Upon written notice delivered to
Lessor at least 180 days but no more than 270 days prior to the Basic
Term expiration date, and so long as Lessee is not then in default under
this Lease or any other agreement between Lessor and Lessee, Lessee shall
have the option to (A) purchase, for a cash price equal to the applicable
Estimated Residual Value (as defined below and as set forth in Exhibit I
to this Schedule) plus applicable taxes, all and not less than all of the
Equipment leased under such Schedule, or (B) subject to the terms and
conditions set out in paragraph (e) of this Section XX, return to Lessor
all but not less than all of the Equipment. If Lessee elects to purchase
the Equipment, then on the Basic Term expiration date, Lessee shall pay
to Lessor the purchase price (plus applicable taxes) and all other sums
due and unpaid on such date (including but not limited to the last
scheduled payment of Basic Term Rent). If all of the terms and
conditions of this paragraph are not fulfilled, this Lease shall continue
in full force and effect as if the Extension Option had been elected, and
Lessee shall continue to be liable for all obligations thereunder,
including, without limitation, the obligation to continue paying rent.
(b) At the end of the First Renewal Term, so long as no default
shall have occurred and be continuing hereunder and this Agreement has
not been earlier terminated, Lessee shall exercise one of the following
options:
(1) EXTENSION OPTION: Renew the Lease with respect to all and
not less than all, of the Equipment leased thereunder for an additional
term of twelve (12) months (the "SECOND RENEWAL TERM"). Commencing on the
day which is one month after the due date for the final payment of First
Renewal Term Rent, and on the same day of each of the next 11 months
thereafter, Lessee shall pay as Second Renewal Term Rent a sum equal to
the product of the Capitalized Lessor's Cost and a lease rate factor of
1.7516%.
(2) PURCHASE OR RETURN: Upon written notice delivered to
Lessor at least 180 days but no more than 270 days prior to the First
Renewal Term expiration date, and so long as Lessee is not then in
default under this Lease or any other agreement between Lessor and
Lessee, Lessee shall have the option to (A) purchase,
for a cash price equal to the applicable Estimated Residual Value (as
defined below and as set forth in Exhibit 1 to this Schedule) plus
applicable taxes, all and not less than all of the Equipment leased under
such Schedule, or (B) subject to the terms and conditions set out in
paragraph (e) of this Section XX, return to Lessor all but not less than
all of the Equipment. If Lessee elects to purchase the Equipment, then on
the First Renewal Term expiration date, Lessee shall pay to Lessor the
purchase price (plus applicable taxes) and all other sums due and unpaid
on such date (including but not limited to the last scheduled payment of
First Renewal Term Rent). If all of the terms and conditions of this
paragraph are not fulfilled, this Lease shall continue in full force and
effect as if the Extension Option had been elected, and Lessee shall
continue to be liable for all obligations thereunder, including, without
limitation, the obligation to continue paying rent.
(c) At the end of the Second Renewal Term, so long as no default has
occurred and is continuing hereunder and this Agreement has not been
earlier terminated, Lessee shall exercise one of the following options:
(1) EXTENSION OPTION: Renew the Lease with respect to all and
not less than all, of the Equipment leased thereunder for an additional
term of twelve (12) months (the "THIRD RENEWAL TERM"). Commencing on the
day which is one month after the due date for the final payment of Second
Renewal Term Rent, and on the same day of each of the next 11 months
thereafter, Lessee shall pay as Third Renewal Term Rent a sum equal to
the product of the Capitalized Lessor's Cost and a lease rate factor of
1.7516%.
(2) PURCHASE OR RETURN: Upon written notice delivered to
Lessor at least 180 days but no more than 270 days prior to the Second
Renewal Term expiration date, and so long as Lessee is not then in
default under this Lease or any other agreement between Lessor and
Lessee, Lessee shall have the option to (A) purchase, for a cash price
equal to the applicable Estimated Residual Value (as defined below and as
set forth in Exhibit 1 to this Schedule) plus applicable taxes, all and
not less than all of the Equipment leased under such Schedule, or (B)
subject to the terms and conditions set out in paragraph (e) of this
Section XX, return to Lessor all but not less than all of the Equipment.
If Lessee elects to purchase the Equipment, then on the Second Renewal
Term expiration date, Lessee shall pay to Lessor the purchase price (plus
applicable taxes) and all other sums due and unpaid on such date
(including but not limited to the last scheduled payment of Second
Renewal Term Rent). If all of the terms and conditions of this paragraph
are not fulfilled, this Lease shall continue in full force and effect as
if the Extension Option had been elected, and Lessee shall continue to be
liable for all obligations thereunder, including, without limitation, the
obligation to continue paying rent.
(d) At the end of the Third Renewal Term, upon written notice
delivered to Lessor at least 180 days but not more than 270 days prior to
the Third Renewal Term expiration date, and so long as no default has
occurred and is continuing hereunder and this Agreement has not been
earlier terminated, Lessee shall have the option to purchase, for a cash
price equal to the applicable Estimated Residual Value (as defined below
and as set forth in Exhibit 1 to this Schedule) plus applicable taxes,
all and not less than all of the Equipment leased under such Schedule.
If Lessee elects to purchase the Equipment, then on the Third Renewal
Term expiration date, Lessee shall pay to Lessor the purchase price (plus
applicable taxes) and all other sums due and unpaid on such date
(including but not limited to the last scheduled payment of Third Renewal
Term Rent). If Lessee fails to timely exercise such purchase option
Lessee shall, subject to the terms and conditions set out in paragraph
(e) of this Section XX, return the Equipment to Lessor.
(e) If (A) at the expiration of the Basic Term, or the First
Renewal Term, or the Second Renewal Term, as the case may be, Lessee
elects to return the Equipment to Lessor, or (B) at the expiration of the
Third Renewal Term Lessee fails to exercise its purchase option, then the
following terms shall apply:
(1) Definitions of Certain Terms. For purposes of this
Section XX:
(A) "EQUIPMENT" means all and not less than all of the
items of Equipment described on the Schedule;
(B) "ESTIMATED RESIDUAL VALUE" means the relevant
percentage, as set out in Exhibit 1 to this Schedule, of
Lessor's Cost of the Equipment as set out on the Schedule;
(C) "REALIZED VALUE" means the net proceeds realized by
Lessor from sale of the Equipment after deduction of (x)
expenses of such sale, if any, and (y) all sums due and owing
under the Lease as of Schedule Expiration that remain unpaid as
of the Date of the sale;
(D) "SCHEDULE EXPIRATION" means the last day of the Basic
Term or one of the Renewal Terms of the Lease, as appropriate,
as to the Equipment.
(2) DETERMINATION OF REALIZED VALUE. The Realized Value for
each item of Equipment on the Schedule shall be determined as follows:
Lessee and Lessor shall arrange for the sale of such Equipment
on an AS IS BASIS, provided that Lessee may not bid, directly or
indirectly. Each item of Equipment shall be sold by Lessor to the
highest bidder. The Realized Value shall be determined based on the cash
proceeds received by Lessor from such sale, as provided in Section
XX(e)(1)(C), above. If any item of Equipment is not sold within 30 days
after the applicable Term Expiration, then Lessee and Lessor agree, in
view of the uncertainties of market conditions and the parties' inability
to predict what the actual sale price of such item would be, that the
Realized Value of such item shall be deemed to equal zero, for purposes
of computing Lessee's liability as provided in paragraph (3) immediately
below. Upon the sale of the item at any time after the expiration of such
30 day period, Lessor will apply the Realized Value (i) to refund to
Lessee, without interest, any amount which Lessee may have previously
paid to Lessor with respect to such item under paragraph (3) and (ii) to
pay to Lessee the amount by which the Realized Value exceeds the
Estimated Residual Value.
(3) Lessee Liability. If the Realized Value of the Equipment
is less than the Estimated Residual Value thereof, Lessor shall notify
Lessee of such fact in writing and Lessee shall, within 10 days after
receipt of such notice, pay to Lessor, as an adjustment to the rental
payable under the Lease, an amount equal to the difference between the
Realized Value and the Estimated Residual Value; provided, however,
Lessee's liability under this paragraph shall be limited to the
applicable Lessee's Maximum Liability as set forth in Exhibit 1.
(4) Lessor Liability. If the Realized Value of the Equipment
exceeds the Estimated Residual Value thereof, and provided that Lessee is
not then in default under the Lease, Lessor shall pay to Lessee, as an
adjustment to the rent payable under the Lease, an amount equal to 100%
of such excess, but only to the extent Lessor actually receives the
Realized Value in available funds.
Solely with respect to Series "G" Equipment Schedules Lessee agrees to
the following:
Notwithstanding anything in the Lease Agreement to the contrary, which
ever end of lease option the Lessee chooses for the first Series "G"
Equipment Schedules Lessee shall be deemed to have elected to exercise the
same option for all other Series "G" Equipment Schedules.
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not
binding or effective with respect to the Agreement or Equipment until
executed on behalf of Lessor and Lessee by authorized representatives of
Lessor and Lessee, respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
LASALLE NATIONAL LEASING CORPORATION TRIQUINT SEMICONDUCTOR, INC.
By: /s/ THOMAS M. JASCHIK By: /s/ E.K. RANJIT
----------------------------- -----------------------------
Thomas M. Jaschik E.K. Ranjit
- --------------------------------- ---------------------------------
(Typed or printed name) (Typed or printed name)
Title: Sr. Vice President Title: VP, Finance
--------------------------- ---------------------------
EXHIBIT 1 TO SCHEDULE G-2 DATED JANUARY 12TH, 1998
TO MASTER LEASE AGREEMENT DATED JUNE 27, 1997
ESTIMATED RESIDUAL VALUE LESSEE'S MAXIMUM LIABILITY
OPTION DATE (AS % OF LESSOR'S COST) (AS % OF LESSOR'S COST)
- ----------- ------------------------ --------------------------
End of Basic Term 73.0000% 60.0000%
End of First Renewal Term 57.5000% 48.5000%
End of Second Renewal Term 40.0000% 32.4000%
End of Third Renewal Term 20.0000% 15.6000%
LESSOR: LESSEE:
LASALLE NATIONAL LEASING CORPORATION TRIQUINT SEMICONDUCTOR, INC.
By: /s/ THOMAS M. JASCHIK By: /s/ E.K. RANJIT
----------------------------- -----------------------------
Thomas M. Jaschik E.K. Ranjit
- --------------------------------- ---------------------------------
(Typed or printed name) (Typed or printed name)
Title: Sr. Vice President Title: VP, Finance
--------------------------- ---------------------------
ANNEX D
TO
SCHEDULE NO. G-2
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
STIPULATED LOSS AND TERMINATION VALUE TABLE*
RENTAL RENTAL
PAYMENT NO. SLV% PAYMENT NO. SLV%
--------------------------------------------------------------
0 104.5246 36 60.83958
1 103.4532 37 59.46279
2 102.3744 38 58.07637
3 101.2880 39 56.68027
4 100.1940 40 55.27441
5 99.09241 41 53.85872
6 97.98307 42 52.43315
7 96.86598 43 50.9976
8 95.74107 44 49.55203
9 94.60829 45 48.09636
10 93.46759 46 46.63051
11 92.31891 47 45.15442
12 91.1622 48 43.66801
13 89.9974 49 42.17122
14 88.82445 50 40.66398
15 87.64331 51 39.1462
16 86.45390 52 37.61781
17 85.25617 53 36.07875
18 84.05007 54 34.52893
19 82.83554 55 32.96829
20 81.61251 56 31.39674
21 80.38093 57 29.81422
22 79.14074 58 28.22064
23 77.89188 59 26.61592
24 76.63429 60 25
25 75.36791
26 74.09267
27 72.80852
28 71.51539
29 70.21322
30 68.90195
31 67.58151
32 66.25184
33 64.91288
34 63.56456
35 62.20681
Initials: TMJ EKR
------ ------
Lessor Lessee
* The Stipulated Loss Value or Termination Value for any unit of Equipment
shall be equal to the Capitalized Lessor's Cost of such unit multiplied by
the appropriate percentage derived from the above table. In the event
that the Lease is for any reason extended, then the last percentage figure
shown above shall control throughout any such extended term.
ADDENDUM TO SCHEDULE NO. G-2 DATED JANUARY 12, 1998
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
THIS ADDENDUM, (this "ADDENDUM") amends and supplements Schedule No. G-2
dated January __, 1998 (the "SCHEDULE") between LASALLE NATIONAL LEASING
CORPORATION ("Lessor") and TRIQUINT SEMICONDUCTOR, INC. to the Master Lease
Agreement dated as of June 27, 1997 (the "LEASE"), between GENERAL ELECTRIC
CAPITAL CORPORATION (the interest of which was assigned to Lessor to the
extent relating to the Schedule) and Lessee and is hereby incorporated into
the Schedule as though fully set forth therein. Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Lease.
1. For purposes of this Schedule only, Section XVIII(a) of the Lease is
hereby amended by deleting "On or after the First Termination Date (specified
in the applicable Schedule)", from the first line thereof.
2. For purposes of this Schedule only, Section XIX(a) of the Lease is
hereby amended by deleting "following the First Termination Date as set forth
in this Schedule, and" from the fourth line thereof.
3. Section B.12. of the Schedule is hereby deleted.
Except as expressly modified hereby, all terms and provisions of the
Lease and the Schedule shall remain in full force and effect. This Addendum
is not binding or effective with respect to the Lease, the Schedule or the
Equipment until executed on behalf of Lessor and Lessee by authorized
representatives of Lessor and Lessee.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Addendum to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
LASALLE NATIONAL LEASING CORPORATION TRIQUINT SEMICONDUCTOR, INC.
By: By: /s/ E.K. RANJIT
----------------------------- -----------------------------
Name: Name: E.K. Ranjit
--------------------------- ---------------------------
Title: Title: VP, Finance
-------------------------- --------------------------
Attest:
By:
-----------------------------
Name:
---------------------------
ANNEX D-1
TO
SCHEDULE NO. G-2
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
Rent # TV Rent # TV Rent # TV
------ -- ------ -- ------ --
0 101.000 21 76.51492 41 49.82664
1 99.90923 22 75.26235 42 48.3977
2 98.81126 23 74.0015 43 46.95932
3 97.70603 24 72.73232 44 45.51143
4 96.5935 25 71.45475 45 44.05398
5 95.47361 26 70.16874 46 42.5869
6 94.34633 27 68.87423 47 41.11012
7 93.21159 28 67.57117 48 39.62358
8 92.06936 29 66.2595 49 38.12722
9 90.91957 30 64.93915 50 36.62097
10 89.76219 31 63.61008 51 35.10476
11 88.59716 32 62.27223 52 33.57854
12 87.42443 33 60.92554 53 32.04223
13 86.24396 34 59.56995 54 30.49576
14 85.05568 35 58.2054 55 28.93908
15 83.85955 36 56.83183 56 27.37211
16 82.65551 37 55.44919 57 25.79479
17 81.44352 38 54.05741 58 24.20704
18 80.22352 39 52.65643 59 22.60880
19 78.99545 40 51.24619 60 21.00000
20 77.75927
Initials: EKR
------ ------
Lessor Lessee
* The Termination Value for any unit of Equipment shall be equal to the
Capitalized Lessor's Cost of such unit multiplied by the appropriate
percentage derived from the above table. In the event that the Lease is
for any reason extended, then the last percentage figure shown above shall
control throughout any such extended term.
OBS Schedule With Extension
EQUIPMENT SCHEDULE
SCHEDULE NO. G-3
DATED THIS ___ DAY OF JANUARY, 1998
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
LESSOR & MAILING ADDRESS:
KEYCORP LEASING, A DIVISION OF KEY CORPORATE CAPITAL, INC.
54 STATE STREET, 7TH FLOOR
ALBANY, NY 12207
LESSEE & MAILING ADDRESS:
TRIQUINT SEMICONDUCTOR, INC.
2300 NE BROOKWOOD PARKWAY
HILLSBORO, OR 97124
Capitalized terms not defined herein shall have the meanings assigned to them in
the Master Lease Agreement identified above ("AGREEMENT," said Agreement and
this Schedule being collectively referred to as "LEASE").
A. EQUIPMENT.
Pursuant to the terms of the Lease, Lessor agrees to acquire and lease to
Lessee the Equipment listed on Annex A attached hereto and made a part hereof.
B. FINANCIAL TERMS.
1. Advance Rent (if any): N/A.
2. Lessor's Cost: $5,000,000.00.
3. Basic Term Lease Rate Factor: 1.7516%.
4. Daily Lease Rate Factor: .05839%.
5. Basic Term (No. of Months): 24.
6. Basic Term Commencement Date: January 12, 1998.
7. Equipment Location: see attachment to Annex A.
8. Lessee Federal Tax ID No.: 95-3654013.
9. Supplier: Various.
10. Last Delivery Date: 1/09/98.
11. Interest rate: 7.93%.
12. First Termination Date: Twenty four (24) months after the Basic Term
Commencement Date.
13. Lessee agrees and acknowledges that the Lessor's Cost of the
Equipment as stated on the Schedule is equal to the fair market value of the
Equipment on the date hereof.
C. TERM AND RENT.
1. Interim Rent. For the period from and including the Lease
Commencement Date to the Basic Term Commencement Date ("INTERIM PERIOD"),
Lessee shall pay as rent ("INTERIM RENT") for each unit of Equipment, the
product of the Daily Lease Rate Factor times the Lessor's Cost of such unit
times the number of days in the Interim Period. Interim Rent shall be due on
N/A.
2. Basic Term Rent. Commencing on February 12, 1998, and on
the same day of each of the next 23 months thereafter (each, a "RENT PAYMENT
DATE"), Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic
Term Lease Rate Factor times the Lessor's Cost of all Equipment on this
Schedule.
3. Adjustment to Lessor's Cost. Lessee hereby irrevocably authorizes
Lessor to adjust the Lessor's cost up or down by no more than 10% to account
for equipment change orders, equipment returns, invoicing errors, and similar
matters. Lessee acknowledges and agrees that the Rent shall be adjusted as a
result of such change in the Lessor's cost (pursuant to paragraphs 1 and 2
above). Lessor shall send Lessee a written notice stating the final Lessor's
cost, if different from that disclosed on this Schedule.
D. INSURANCE.
1. Public Liability: $1,000,000, total liability per occurrence.
2. Casualty and Property Damage: An amount equal to the higher
of the Stipulated Loss Value or the full replacement cost of the Equipment.
E. MODIFICATIONS AND ADDITIONS TO AGREEMENT:
For purposes of this Schedule only, the Agreement is hereby amended as follows:
1. In Section 1(b), delete "or supplier thereof" in the third line
thereof and insert ", supplier or other seller thereof" in lieu thereof.
2. In Section XVIII, delete the words "up to the amount of the
Termination Value" from subsection (c) and delete subsection (d) in its
entirety.
3. Replace Section XX with the following:
XX. END OF TERM OPTIONS:
(a) At the end of the Basic Term, so long as no default shall have
occurred and be continuing hereunder and this Agreement has not been
earlier terminated, Lessee shall exercise one of the following options:
(1) EXTENSION OPTION: Renew the Lease with respect to all and
not less than all, of the Equipment leased under the Schedule for an
additional term of twelve (12) months (the "FIRST RENEWAL TERM").
Commencing on the day which is one month after the due date for the final
payment of Basic Term Rent, and on the same day of each of the next 11
months thereafter, Lessee shall pay as First Renewal Term Rent a sum
equal to the product of the Capitalized Lessor's Cost and a lease rate
factor of 1.7516%.
(2) PURCHASE OR RETURN: Upon written notice delivered to Lessor
at least 180 days but no more than 270 days prior to the Basic Term
expiration date, and so long as Lessee is not then in default under this
Lease or any other agreement between Lessor and Lessee, Lessee shall have
the option to (A) purchase, for a cash price equal to the applicable
Estimated Residual Value (as defined below and as set forth in Exhibit 1
to this Schedule) plus applicable taxes, all and not less than all of the
Equipment leased under such Schedule, or (B) subject to the terms and
conditions set out in paragraph (e) of this Section XX, return to Lessor
all but not less than all of the Equipment. If Lessee elects to purchase
the Equipment, then on the Basic Term expiration date, Lessee shall pay
to Lessor the purchase price (plus applicable taxes) and all other sums
due and unpaid on such date (including but not limited to the last
scheduled payment of Basic Term Rent). If all of the terms and
conditions of this paragraph are not fulfilled, this Lease shall continue
in full force and effect as if the Extension Option had been elected, and
Lessee shall continue to be liable for all obligations thereunder,
including, without limitation, the obligation to continue paying rent.
(b) At the end of the First Renewal Term, so long as no default
shall have occurred and be continuing hereunder and this Agreement has
not been earlier terminated, Lessee shall exercise one of the following
options:
(1) EXTENSION OPTION: Renew the Lease with respect to all and
not less than all of the Equipment leased thereunder for an additional
term of twelve (12) months (the "SECOND RENEWAL TERM"). Commencing on
the day which is one month after the due date for the final payment of
First Renewal Term Rent, and on the same day of each of the next 11
months thereafter, Lessee shall pay as Second Renewal Term Rent a sum
equal to the product of the Capitalized Lessor's Cost and a lease rate
factor of 1.7516%.
(2) PURCHASE OR RETURN: Upon written notice delivered to Lessor
at least 180 days but no more than 270 days prior to the First Renewal
Term expiration date, and so long as Lessee is not then in default under
this Lease or any other agreement between Lessor and Lessee, Lessee shall
have the option to (A) purchase, for a cash price equal to the applicable
Estimated Residual Value (as defined below and as set forth in Exhibit 1
to this Schedule) plus
applicable taxes, all and not less than all of the Equipment leased under
such Schedule, or (B) subject to the terms and conditions set out in
paragraph (e) of this Section XX, return to Lessor all but not less than
all of the Equipment. If Lessee elects to purchase the Equipment, then
on the First Renewal Term expiration date, Lessee shall pay to Lessor the
purchase price (plus applicable taxes) and all other sums due and
unpaid on such date (including but not limited to the last scheduled
payment of First Renewal Term Rent). If all of the terms and conditions
of this paragraph are not fulfilled, this Lease shall continue in full
force and effect as if the
Extension Option had been elected, and Lessee shall continue to be liable
for all obligations thereunder, including, without limitation, the
obligation to continue paying rent.
(c) At the end of the Second Renewal Term, so long as no default has
occurred and is continuing hereunder and this Agreement has not
been earlier terminated, Lessee shall exercise one of the following
options:
(1) EXTENSION QPTION: Renew the Lease with respect to all and
not less than all, of the Equipment leased thereunder for an additional
term of twelve (12) months (the "THIRD RENEWAL TERM"). Commencing on the
day which is one month after the due date for the final payment of Second
Renewal Term Rent, and on the same day of each of the next 11 months
thereafter, Lessee shall pay as Third Renewal Term Rent a sum equal to
the product of the Capitalized Lessor's Cost and a lease rate factor of
1.7516%.
(2) PURCHASE OR RETURN: Upon written notice delivered to Lessor
at least 180 days but no more than 270 days prior to the Second Renewal
Term expiration date, and so long as Lessee is not then in default under
this Lease or any other agreement between Lessor and Lessee, Lessee shall
have the option to (A) purchase, for a cash price equal to the applicable
Estimated Residual Value (as defined below and as set forth in Exhibit 1
to this Schedule) plus applicable taxes, all and not less than all of the
Equipment leased under such Schedule, or (B) subject to the terms and
conditions set out in paragraph (e) of this Section XX, return to Lessor
all but not less than all of the Equipment. If Lessee elects to purchase
the Equipment, then on the Second Renewal Term expiration date, Lessee
shall pay to Lessor the purchase price (plus applicable taxes) and all
other sums due and unpaid on such date (including but not limited to the
last scheduled payment of Second Renewal Term Rent). If all of the terms
and conditions of this paragraph are not fulfilled, this Lease shall
continue in full force and effect as if the Extension Option had been
elected, and Lessee shall continue to be liable for all obligations
thereunder, including, without limitation, the obligation to continue
paying rent.
(d) At the end of the Third Renewal Term, upon written notice
delivered to Lessor at least 180 days but not more than 270 days prior to
the Third Renewal Term expiration date, and so long as no default has
occurred and is continuing hereunder and this Agreement has not been
earlier terminated, Lessee shall have the option to purchase, for a cash
price equal to the applicable Estimated Residual Value (as defined below
and as set forth in Exhibit 1 to this Schedule) plus applicable taxes,
all and not less than all of the Equipment leased under such Schedule.
If Lessee elects to purchase the Equipment, then on the Third Renewal
Term expiration date, Lessee shall pay to Lessor the purchase price (plus
applicable taxes) and all other sums due and unpaid on such date
(including but not limited to the last scheduled payment of Third Renewal
Term Rent). If Lessee fails to timely exercise such purchase option
Lessee shall, subject to the terms and conditions set out in paragraph
(e) of this Section XX, return the Equipment to Lessor.
(e) If (A) at the expiration of the Basic Term, or the First Renewal
Term, or the Second Renewal
Term, as the case may be, Lessee elects to return the Equipment to
Lessor, or (B) at the expiration of the Third Renewal Term Lessee fails
to exercise its purchase option, then the following terms shall apply:
(1) Definitions of Certain Terms. For purposes of this
Section XX:
(A) "EQUIPMENT" means all and not less than all of the
items of Equipment described on the Schedule;
(B) "ESTIMATED RESIDUAL VALUE" means the relevant
percentage, as set out in Exhibit 1 to this Schedule, of Lessor's Cost
of the Equipment as set out on the Schedule;
(C) "REALIZED VALUE" means the net proceeds realized by
Lessor from sale of the Equipment after deduction of (x) expenses of such
sale, if any, and (y) all sums due and owing under the Lease as of
Schedule Expiration that remain unpaid as of the Date of the sale;
(D) "SCHEDULE EXPIRATION" means the last day of the Basic
Term or one of the Renewal Terms of the Lease, as appropriate, as to the
Equipment.
(2) Determination of Realized Value. The Realized Value for
each item of Equipment on the Schedule shall be determined as follows:
Lessee and Lessor shall arrange for the sale of such Equipment on an
as is basis, provided that Lessee may not bid, directly or indirectly.
Each item of Equipment shall be sold by Lessor to the highest bidder.
The Realized Value shall be determined based on the cash proceeds
received by Lessor from such sale, as provided in Section XX(e)(1)(C),
above. If any item of Equipment is not sold within 30 days after the
applicable Term Expiration, then Lessee and Lessor agree, in view of the
uncertainties of market conditions and the parties' inability to predict
what the actual sale price of such item would be, that the Realized Value
of such item shall be deemed to equal zero, for purposes of computing
Lessee's liability as provided in paragraph (3) immediately below. Upon
the sale of the item at any time after the expiration of such 30 day
period, Lessor will apply the Realized Value (i) to refund to Lessee,
without interest, any amount which Lessee may have previously paid to
Lessor with respect to such item under paragraph (3) and (ii) to pay to
Lessee the amount by which the Realized Value exceeds the Estimated
Residual Value.
(3) Lessee Liability. If the Realized Value of the Equipment
is less than the Estimated Residual Value thereof, Lessor shall notify
Lessee of such fact in writing and Lessee shall, within 10 days after
receipt of such notice, pay to Lessor, as an adjustment to the rental
payable under the Lease, an amount equal to the difference between the
Realized Value and the Estimated Residual Value; provided, however,
Lessee's liability under this paragraph shall be limited to the
applicable Lessee's Maximum Liability as set forth in Exhibit 1.
(4) Lessor Liability. If the Realized
Value of the Equipment exceeds the Estimated Residual Value thereof, and
provided that Lessee is not then in default under the Lease, Lessor shall
pay to Lessee, as an adjustment to the rent payable under the Lease, an
amount equal to 100% of such excess, but only to the extent Lessor
actually receives the Realized Value in available funds.
Solely with respect to Series "G" Equipment Schedules Lessee agrees to
the following:
Notwithstanding anything in the Lease Agreement to the contrary, which
ever end of lease option the Lessee chooses for the first Series "G"
Equipment Schedules Lessee shall be deemed to have elected to exercise the
same option for ALL other Series "G" Equipment Schedules.
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not
binding or effective with respect to the Agreement or Equipment until
executed on behalf of Lessor and Lessee by authorized representatives of
Lessor and Lessee, respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
KEYCORP LEASING, A DIVISION OF TRIQUINT SEMICONDUCTOR, INC.
KEY CORPORATE CAPITAL, INC.
By: ________________________________ By: _________________________________
____________________________________ _____________________________________
(Typed or printed name) (Typed or printed name)
Title: _____________________________ Title: _______________________________
EXHIBIT 1 TO SCHEDULE G-3 DATED JANUARY 12TH, 1998
TO MASTER LEASE AGREEMENT DATED JUNE 27, 1997
ESTIMATED RESIDUAL VALUE LESSEE'S MAXIMUM LIABILITY
OPTION DATE (AS % OF LESSOR'S COST) (AS % OF LESSOR'S COST)
- ----------- ------------------------ --------------------------
End of Basic Term 73.0000% 60.0000%
End of First Renewal Term 57.5000% 48.5000%
End of Second Renewal Term 40.0000% 32.4000%
End of Third Renewal Term 20.0000% 15.6000%
LESSOR: LESSEE:
KEYCORP LEASING, A DIVISION OF TRIQUINT SEMICONDUCTOR, INC.
KEY CORPORATE CAPITAL, INC.
By: ________________________________ By: _________________________________
____________________________________ _____________________________________
(Typed or printed name) (Typed or printed name)
Title: _____________________________ Title: _______________________________
ANNEX D
TO
SCHEDULE NO. G-3
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
STIPULATED LOSS AND TERMINATION VALUE TABLE*
RENTAL RENTAL
PAYMENT NO. SLV % PAYMENT NO. SLV %
--------------------------------------------------------
0 104.5246 36 60.83958
1 103.4532 37 59.46279
2 102.3744 38 58.07637
3 101.2880 39 56.68027
4 100.1940 40 55.27441
5 99.09241 41 53.85872
6 97.98307 42 52.43315
7 96.86598 43 50.9976
8 95.74107 44 49.55203
9 94.60829 45 48.09636
10 93.46759 46 46.63051
11 92.31891 47 45.15442
12 91.1622 48 43.66801
13 89.9974 49 42.17122
14 88.82445 50 40.66398
15 87.64331 51 39.1462
16 86.45390 52 37.61781
17 85.25617 53 36.07875
18 84.05007 54 34.52893
19 82.83554 55 32.96829
20 81.61251 56 31.39674
21 80.38093 57 29.81422
22 79.14074 58 28.22064
23 77.89188 59 26.61592
24 76.63429 60 25
25 75.36791
26 74.09267
27 72.80852
28 71.51539
29 70.21322
30 68.90195
31 67.58151
32 66.25184
33 64.91288
34 63.56456
35 62.20681
Initials:
------ ------
Lessor Lessee
* The Stipulated Loss Value or Termination Value for any unit of Equipment
shall be equal to the Capitalized Lessor's Cost of such unit multiplied
by the appropriate percentage derived from the above table. In the event
that the Lease is for any reason extended, then the last percentage figure
shown above shall control throughout any such extended term.
ADDENDUM TO SCHEDULE NO. G-3 DATED JANUARY 12, 1998
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
THIS ADDENDUM (this "ADDENDUM") amends and supplements Schedule No. G-3
dated January __, 1998 (the "SCHEDULE") between KEYCORP LEASING, A DIVISION
OF KEY CORPORATE CAPITAL, INC. ("Lessor") and TRIQUINT SEMICONDUCTOR, INC.
to the Master Lease Agreement dated as of June 27, 1997 (the "LEASE"),
between GENERAL ELECTRIC CAPITAL CORPORATION (the interest of which was
assigned to Lessor to the extent relating to the Schedule) and Lessee and is
hereby incorporated into the Schedule as though fully set forth therein.
Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Lease.
1. For purposes of this Schedule only, Section XVIII(a) of the Lease is
hereby amended by deleting "On or after the First Termination Date (specified
in the applicable Schedule)", from the first line thereof.
2. For purposes of this Schedule only, Section XIX(a) of the Lease is
hereby amended by deleting "following the First Termination Date as set forth
in this Schedule, and" from the fourth line thereof.
3. Section B.12. of the Schedule is hereby deleted.
Except as expressly modified hereby, all terms and provisions of the
Lease and the Schedule shall remain in full force and effect. This Addendum
is not binding or effective with respect to the Lease, the Schedule or the
Equipment until executed on behalf of Lessor and Lessee by authorized
representatives of Lessor and Lessee.
IN WITNESS WHEREOF, Lessee and lessor have caused this Addendum to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
KEYCORP LEASING, A DIVISION OF TRIQUINT SEMICONDUCTOR, INC.
KEY CORPORATE CAPITAL, INC.
By: By:
-------------------------------- ---------------------------------
Name: Name:
------------------------------ -------------------------------
Title: Title:
----------------------------- ------------------------------
Attest:
By:
----------------------------------
Name:
--------------------------------
ANNEX D-1
TO
SCHEDULE NO. G-3
TO MASTER LEASE AGREEMENT
DATED AS OF JUNE 27, 1997
Rent # TV Rent # TV Rent # TV
------ -- ------ -- ------ --
0 101.000 21 76.51492 41 49.82664
1 99.90923 22 75.26235 42 48.3977
2 98.81126 23 74.0015 43 46.95932
3 97.70603 24 72.73232 44 45.51143
4 96.5935 25 71.45475 45 44.05398
5 95.47361 26 70.16874 46 42.5869
6 94.34633 27 68.87423 47 41.11012
7 93.21159 28 67.57117 48 39.62358
8 92.06936 29 66.2595 49 38.12722
9 90.91957 30 64.93915 50 36.62097
10 89.76219 31 63.61008 51 35.10476
11 88.59716 32 62.27223 52 33.57854
12 87.42443 33 60.92554 53 32.04223
13 86.24396 34 59.56995 54 30.49576
14 85.05568 35 58.2054 55 28.93908
15 83.85955 36 56.83183 56 27.37211
16 82.65551 37 55.44919 57 25.79479
17 81.44352 38 54.05741 58 24.20704
18 80.22352 39 52.65643 59 22.60880
19 78.99545 40 51.24619 60 21.00000
20 77.75927
Initials:
------ ------
Lessor Lessee
* The Termination Value for any unit of Equipment shall be equal to the
Capitalized Lessor's Cost of such unit multiplied by the appropriate
percentage derived from the above table. In the event that the Lease is
for any reason extended, then the last percentage figure shown above shall
control throughout any such extended term.