Norwest Equipment Finance, Inc. MASTER LEASE
[Logo] Equipment Investors Building, Suite 300
Finance 733 Marquette Avenue
Minneapolis, MN 55479-2048
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Master Lease Number 30576 dated as of September 18, 1997
Name and Address of Lessee:
Nortech Systems, Incorporated
641 East Lake Street
Suite 234
Wayzata, MN 55391
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MASTER LEASE PROVISIONS
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1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby
agrees to lease from Lessor, the personal property described in a
Supplement or Supplements to this Master Lease from time to time signed by
Lessor and Lessee upon the terms and conditions set forth herein and in the
related Supplement (such property together with all replacements, repairs,
and additions incorporated therein or affixed thereto being referred to
herein as the "Equipment"). The lease of the items described in a particular
Supplement shall be considered a separate lease pursuant to the terms of the
Master Lease and the Supplement the same as if a single lease agreement
containing such terms had been executed covering such items.
2. TERM. The term of this lease with respect to each item of Equipment
shall begin on the date it is accepted by Lessee and shall continue for the
number of consecutive months from the rent commencement date shown in the
related Supplement (the "Initial term") unless earlier terminated as provided
herein or unless extended automatically as provided below in this paragraph.
The rent commencement date is the 15th day of the month in which all of the
items of Equipment described in the related Supplement have been delivered
and accepted by Lessee if such delivery and acceptance is completed on or before
the 15th of such month, and the rent commencement date is the last day of
such month if such delivery and acceptance is completed during the balance of
such month. In the event Lessee executes the related Supplement prior to
delivery and acceptance of all items of Equipment described therein, Lessee
agrees that the rent commencement date may be left blank when Lessee executes
the related Supplement and hereby authorizes Lessor to insert the rent
commencement date based upon the date appearing on the delivery and
acceptance certificate signed by Lessee with respect to the last item of
Equipment to be delivered.
AUTOMATIC EXTENSION. Lessee or Lessor may terminate this lease at the
expiration of the initial term by giving the other at least 90 days prior
written notice of termination. If neither Lessee nor Lessor gives such
notice, then the term of this lease shall be extended automatically on the
same rental and other terms set forth herein (except that in any event rent
during any extended term shall be payable in the amounts and at the times
provided in paragraph 3) for successive periods of one month until terminated
by either Lessee or Lessor giving the other at least 90 days prior written
notice of termination.
3. RENT. Lessee shall pay as basic rent for the initial term of this lease
the amount shown in the related Supplement as Total Basic Rent. The Total
Basic Rent shall be payable in installments each in the amount of the basic
rental payment set forth in the related Supplement plus sales and use tax
thereon. Lessee shall pay advance installments and any security deposit, each
as shown in the related Supplement, on the date it is executed by Lessee.
Subsequent installments shall be payable on the first day of each rental
payment period shown in the related Supplement beginning after the first
rental payment period; provided, however, that Lessor and Lessee may agree to
any other payment schedule, including irregular payments or balloon payments,
in which event they shall be set forth in the space provided in the
Supplement for additional provisions. If the actual cost of the Equipment is
more or less than the Total Cost as shown in the Supplement, the amount of
each installment of rent will be adjusted up or down to provide the same
yield to Lessor as would have been obtained if the actual cost had been the
same as the Total Cost Adjustments of 10% or less may be made by written
notice from Lessor to Lessee. Adjustments of more than 10% shall be made by
execution of an amendment to the Supplement reflecting the change in Total
Cost and rent.
During any extended term of this lease, basic rent shall be payable
monthly in advance on the first day of each month during such extended term
in the amount equal to the basic rental payment set forth in the related
Supplement if rent is payable monthly during the initial term or in an amount
equal to the monthly equivalent of the basic rental payment set forth in the
related Supplement if rent is payable other than monthly during the initial
term. In addition, Lessee shall pay any applicable sales and use tax on rent
payable during any extended term.
In addition to basic rent, which is payable only from the rent
commencement date as provided above, Lessee agrees to pay interim rent with
respect to each separate item of Equipment covered by a particular Supplement
from the date it is delivered and accepted to the rent commencement date at a
daily rate equal to the percentage of Lessor's cost of such item specified in
such Supplement. Interim rent accruing each calendar month shall be payable
by the 10th day of the following month and in any event on the rent
commencement date. Lessee agrees that if all of the items of Equipment
covered by such Supplement have not been delivered and accepted thereunder
before the date specified as the Cutoff Date in such Supplement, Lessee shall
purchase from Lessor the items of Equipment then subject to the lease within
five days after Lessor's request to do so for a price equal to Lessor's cost
of such items plus all accrued but unpaid interim rent thereon. Lessee shall
also pay any applicable sales and use tax on such sale.
4. SECURITY DEPOSIT. Lessor may apply any security deposit toward any
obligation of Lessee under this lease, and shall return any unapplied balance
to Lessee without interest upon satisfaction of Lessee's obligations
hereunder.
5. WARRANTIES. Lessee agrees that it has selected each item of Equipment
based upon its own judgement and disclaims any reliance upon any statements or
representations made by Lessor. LESSOR MAKES NO WARRANTY WITH RESPECT TO THE
EQUIPMENT, EXPRESS OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY
OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY
FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE
THE EQUIPMENT. Lessee agrees to make the rental and other payments required
hereunder without regard to the condition of the Equipment and to look only
to persons other than Lessor such as the manufacturer, vendor or came, thereof
should any item of Equipment for any reason be defective. So long as no Event
of Default has occurred and is continuing, Lessor agrees, to the extent they
are assignable, to assign to Lessee, without any recourse to Lessor, any
warranty received by Lessor.
6. TITLE. Title to the Equipment shall at all times remain in Lessor, and
Lessee at its expense shall protect and defend the title of Lessor and keep
it free of all claims and liens other than the rights of Lessee hereunder and
claims and liens created by or arising through Lessor. The Equipment shall
remain personal property regardless of its attachment to realty, and Lessee
agrees to take such action at its expense as may be necessary to prevent any
third party form acquiring any interest in the Equipment as a result of its
attachment to realty.
7. LAWS AND TAXES. Lessee shall comply with all laws and regulations
relating to the Equipment and its use and shall promptly pay when due all
sales, use, property, excise and other taxes and all license and
registration fees now or hereafter imposed by any governmental body or agency
upon the Equipment or its use or the rentals hereunder. Upon request by
Lessor, Lessee shall prepare and file all tax returns relating to taxes for
which Lessee is responsible hereunder which Lessee is permitted to file under
the laws of the applicable taxing jurisdiction.
8. Indemnity Lessee hereby indemnifies Lessor against and agrees to save
Lessor harmless from any and all liability and expense arising out of the
ordering, ownership, use, condition, or operation of each item of Equipment
during the term of this lease, including liability for death or injury to
persons, damage to property, strict liability under the laws or judicial
decisions of any state or the United States, and legal expenses in defending
any claim brought to enforce any such liability or expense.
9. ASSIGNMENT WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE WILL NOT SELL,
ASSIGN, SUBLET, PLEDGE, OR OTHERWISE ENCUMBER OR PERMIT A LIEN ARISING
THROUGH LESSEE TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE OR THE
EQUIPMENT, or remove the Equipment from its location referred to above.
Lessor may assign its interest in this lease and sell or grant a security
interest in all or any part of the Equipment without notice to or the consent
of Lessee. Lessee agrees not to assert against any assignee of Lessor any
claim or defense Lessee may have against Lessor.
10. INSPECTION. Lessor may inspect the Equipment at any time and from time
to time during regular business hours.
11. REPAIRS. Lessee will use the Equipment with due care and for the
purpose for which it is intended. Lessee will maintain the Equipment in good
repair, condition and working order and will furnish all parts and services
required therefor, all at its expenses, ordinary wear and tear excepted.
Lessee shall, at its expense, make all modifications and improvements to the
Equipment required by law, and shall not make other modifications or
improvements to the Equipment without the prior written consent of Lessor.
All parts, modifications and improvements to the Equipment shall when
installed or made, immediately become the property of Lessor and part of the
Equipment for all purposes.
12. LOSS OR DAMAGE. In the event any item of Equipment shall become lost,
stolen, destroyed, damaged beyond repair or rendered permanently unfit for
use for any reason, or in the event of condemnation or seizure of any item of
Equipment, Lessee shall promptly pay Lessor the sum of (a) the amount of all
rent and other amounts payable by Lessee hereunder with respect to such item
due but unpaid at the date of such payment plus (b) the amount of all unpaid
rent with respect to such item for the balance of the term of this lease not
yet due at the time of such payment discounted from the respective dates
installment payments would be due at the rate implicit in the schedule of
rental payments when applied to the cost of such item plus (c) 10% of the
cost of such item as shown in the related Supplement. Upon payment of such
amount to Lessor, such item shall become the property of Lessee. Lessor will
transfer to Lessee, without recourse or warranty, all of Lessor's right, title
and interest therein, the rent with respect to such item shall terminate, and
the basic rental payments on the remaining items shall be reduced accordingly.
THIS AGREEMENT INCLUDES THE TERMS ON THE BACK OF THIS PAGE
Lessor: Norwest Equipment Finance, Inc. Nortech Systems, Incorporated, Lessee
[Illegible] [Illegible]
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By By
Sr. Contract Admin. Sr. V.P. Finance & Treasurer
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Title Title
Lessee shall pay any sales and use taxes due on such transfer. Any insurance
or condemnation proceeds received shall be credited to Lessee's obligation
under this paragraph and Lessor shall be entitled to any surplus.
13. INSURANCE. Lessee shall obtain and maintain on or with respect to the
Equipment at its own expense (a) liability insurance insuring against
liability for bodily injury and property damage with a minimum limit of
$500,000 combined single limit and (b) physical damage insurance insuring
against loss or damage to the Equipment in an amount not less than the full
replacement value of the Equipment. Lessee shall furnish Lessor with a
certificate of insurance evidencing the issuance of a policy or policies to
Lessee in at least the minimum amounts required herein naming Lessor as an
additional insured thereunder for the liability coverage and as loss payee
for the property damage coverage. Each such policy shall be in such form and
with such insurers as may be satisfactory to Lessor, and shall contain a
clause requiring the insurer to give to Lessor at least 10 days prior written
notice of any alteration in the terms of such policy or the cancellation
thereof, and a clause specifying that no action or misrepresentation by
Lessee shall invalidate such policy. Lessor shall be under no duty to
ascertain the existence of or to examine any such policy or to advise Lessee
in the event any such policy shall not comply with the requirements hereof.
14. RETURN OF THE EQUIPMENT. Upon the expiration or earlier termination of
this lease, Lessee will immediately deliver the Equipment to Lessor in the
same condition as when delivered to Lessee, ordinary wear and tear excepted,
at such location within the continental United States as Lessor shall
designate. Lessee shall pay all transportation and other expenses relating to
such delivery.
15. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor
such further documents and take such further action as Lessor may request in
order to carry out more effectively the intent and purpose of this lease,
including the execution and delivery of appropriate financing statements to
protect fully Lessor's interest hereunder in accordance with the Uniform
Commercial Code or other applicable law. Lessee will furnish, from time to
time on request, a copy of Lessee's latest annual balance sheet and income
statement.
16. LATE CHARGES. If any installment of interim rent or basic rent is not
paid when due, Lessor may impose a late charge of up to 5% of the amount of
the installment but in any event not more than permitted by applicable law.
Payments thereafter received shall be applied first to delinquent
installments and then to current installments.
17. DEFAULT. Each of the following events shall constitute an "Event of
Default" hereunder: (a) Lessee shall fail to pay when due any installment of
interim rent or basic rent; (b) Lessee shall fail to observe or perform any
other agreement to be observed or performed by Lessee hereunder and the
continuance thereof for 10 calendar days following written notice thereof by
Lessor to Lessee; (c) Lessee or any guarantor of this lease or any partner of
Lessee if Lessee is a partnership shall cease doing business as a going
concern or make an assignment for the benefit of creditors; (d) Lessee or any
guarantor of this lease or any partner of Lessee if Lessee is a partnership
shall voluntarily file, or have filed against it involuntarily, a petition
for liquidation, reorganization, adjustment of debt, or similar relief under
the federal Bankruptcy Code or any other present or future federal or state
bankruptcy or insolvency law, or a trustee, receiver, or liquidator shall be
appointed of it or of all or a substantial part of its assets; (e) any
individual Lessee, guarantor of this lease, or partner of Lessee if Lessee is
a partnership shall die; (f) any financial or credit information submitted by
or on behalf of Lessee shall prove to have been false or materially
misleading when made; (g) an event of default shall occur under any other
obligation Lessee owes to Lessor; (h) any indebtedness Lessee may now or
hereafter owe to Norwest Bank Minnesota, National Association or any
affiliate thereof shall be accelerated following a default thereunder or, if
any such indebtedness is payable on demand, payment thereof shall be
demanded; (i) if Lessee is a corporation, more than 50% of the shares of
voting stock of Lessee shall become owned by a shareholder or shareholders
who were not owners of voting stock of Lessee on the date this lease begins
or, if Lessee is a partnership, more than 50% of the partnership interests in
the Lessee shall become owned by a partner or partners who were not partners
of Lessee on the date this lease begins; and (j) Lessee shall consolidate
with or merge into, or sell or lease all or substantially all of its assets
to, any individual, corporation, or other entity.
18. REMEDIES. Lessor and Lessee agree that Lessor's damages suffered by
reason of an Event of Default are uncertain and not capable of exact
measurement at the time this lease is executed because the value of the
Equipment at the expiration of this lease is uncertain, and therefore they
agree that for purposes of this paragraph 18 "Lessor's Loss" as of any date
shall be the sum of the following: (1) the amount of all rent and other
amounts payable by Lessee hereunder due but unpaid as of such date plus (2)
the amount of all unpaid rent for the balance of the term of this lease not
yet due as of such date discounted from the respective dates installment
payments would be due at the rate of 5% per annum plus (3) 10% of the cost of
the Equipment subject to this lease as of such date.
Upon the occurrence of an Event of Default and at any time thereafter,
Lessor may exercise any one or more of the remedies listed below as Lessor in
its sole discretion may lawfully elect; provided, however, that upon the
occurrence of an Event of Default specified in paragraph 17(d), an amount
equal to Lessor's Loss as of the date of such occurrence shall automatically
become and be immediately due and payable without notice or demand of any
kind.
a) Lessor may, by written notice to Lessee, terminate this lease and
declare an amount equal to Lessor's Loss as of the date of such notice to be
immediately due and payable, and the same shall thereupon be and become
immediately due and payable without further notice or demand, and all rights
of Lessee to use the Equipment shall terminate but Lessee shall be and remain
liable as provided in this paragraph 18. Lessee shall at its expense
promptly deliver the Equipment to Lessor at a location or locations within
the continental United States designated by Lessor. Lessor may also enter
upon the premises where the Equipment is located and take immediate
possession of and remove the same with or without instituting legal
proceedings.
b) Lessor may proceed by appropriate court action to enforce performance by
Lessee of the applicable covenants of this lease or to recover, for breach of
this lease, Lessor's Loss as of the date Lessor's Loss is declared due and
payable hereunder, provided, however, that upon recovery of Lessor's Loss
from Lessee in any such action without having to repossess and dispose of the
Equipment, Lessor shall transfer the Equipment to Lessee at its then location
upon payment of any additional amount due under clauses (d) and (e) below.
c) In the event Lessor repossessed the Equipment, Lessor shall either retain
the Equipment in full satisfaction of Lessee's obligation hereunder or sell
or lease each item of Equipment in such manner and upon such terms as Lessor
may in its sole discretion determine. The proceeds of such sale or lease
shall be applied to reimburse Lessor for Lessor's Loss and any additional
amount due under clauses (d) and (e) below. Lessor shall be entitled to any
surplus and Lessee shall remain liable for any deficiency. For purposes of
this subparagraph, the proceeds of any lease of all or any part of the
Equipment by Lessor shall be the amount reasonably assigned by Lessor as the
cost of such Equipment in determining the rent under such lease.
d) Lessor may recover interest on the unpaid balance of Lessor's Loss from
the date it becomes payable until fully paid at the rate of the lesser of 8%
per annum or the highest rate permitted by law.
e) Lessor may exercise any other right or remedy available to it by law or
by agreement, and may in any event recover legal fees and other expenses
incurred by reason of an Event of Default or the exercise of any remedy
hereunder, including expenses of repossession, repair, storage,
transportation, and disposition of the Equipment.
If any Supplement is deemed at any time to be a lease intended as
security, Lessee grants Lessor a security interest in the Equipment to secure
its obligations under this lease and all other indebtedness at any time owing
by Lessee to Lessor and agrees that upon the occurrence of an Event of
Default, in addition to all of the other rights and remedies available to
Lessor hereunder, Lessor shall have all of the rights and remedies of a
secured party under the Uniform Commercial Code..
No remedy given in this paragraph is intended to be exclusive, and each
shall be cumulative but only to the extent necessary to permit Lessor to
recover amounts for which Lessee is liable hereunder. No express or implied
waiver by Lessor of any breach of Lessee's obligations hereunder shall
constitute a waiver of any other breach of Lessee's obligations hereunder.
19. NOTICES. Any written notice hereunder to Lessee or Lessor shall be
deemed to have been given when delivered personally or deposited in the
United States mails, postage prepaid, addressed to recipient at its address
set forth above or at such other address as may be last known to the sender.
20. NET LEASE AND UNCONDITIONAL OBLIGATION. This lease is a completely net
lease and Lessee's obligation to pay rent and amounts payable by Lessee under
paragraphs 12 and 18 is unconditional and not subject to any abatement,
reduction, setoff or defense of any kind.
21. NON-CANCELABLE LEASE. This lease cannot be canceled or terminated except
as expressly provided herein.
22. SURVIVAL OF INDEMNITIES. Lessee's obligations under paragraphs 7, 8, 18
shall survive termination or expiration of this lease.
23. COUNTERPARTS. There shall be but one counterpart of the Master Lease and
of each Supplement and such counterpart will be marked "Original." To the
extent that any Supplement constitutes chattel paper (as the term is defined
by the Uniform Commercial Code), a security interest may only be created in
the Supplement marked "Original."
24. MISCELLANEOUS. This Master Lease and related Supplement(s) constitute
the entire agreement between Lessor and Lessee and may be modified only by a
written instrument signed by Lessor and Lessee. Any provision of this lease
which is unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such unenforceability without invalidating the
remaining provisions of this lease, and any such unenforceability in any
jurisdiction shall not render unenforceable such provision in any other
jurisdiction. If this lease shall in all respects be governed by, and
construed in accordance with, the substantive laws of the State of Minnesota.
In the event there is more than one Lessee named herein or in any Supplement,
the obligations of each shall be joint and several.
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[LOGO] EQUIPMENT Norwest Equipment Finance, Inc. SUPPLEMENT TO MASTER LEASE
FINANCE Investors Building, Suite 300 OPTION TO PURCHASE
731 Marquette Avenue
Minneapolis, MN 55479-2048
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Supplement Number 30576-100 dated as of September 18, 1997 to
Master Lease Number 30576 dated as of September 18, 1997
Name and Address of Lessee:
Nortech Systems, Incorporated
641 East Lake Street
Suite 234
Wayzata, MN 55391
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This is a Supplement to the Master Lease identified above between Lessor
and Lessee (the "Master Lease"). Upon the execution and delivery by Lessor
and Lessee of this Supplement, Lessor hereby agrees to lease to Lessee, and
Lessee hereby agrees to lease from Lessor, the equipment described below upon
the terms and conditions of this Supplement and the Master Lease. All terms
and conditions of the Master Lease shall remain in full force and effect
except to the extent modified by this Supplement. This Supplement and the
Master Lease as it relate to this Supplement are hereinafter referred to as
the "Lease".
Equipment Description:
See Schedule A
Equipment Location: Zercom Drive, Merrifield, MN 56465
SUMMARY OF PAYMENTS TERMS
Initial Term in Months: 60 Total Cost: $304,334.00
Payment Frequency: Monthly Total Basic Rent: $343,349.40
Basic Rental payment $5,722.49 plus applicable sales and use tax Interim Rent Daily Rate: .063
Number of Installments: 60 Interim Rent Cutoff Date: December 31, 1997
Advance Payments: First due on signing this Lease Security Deposit: N/A
END OF TERM OPTIONS:
1. Upon expiration of the initial term of the Lease and provided that the
Lease has not been terminated early and Lessee is in compliance with the
Lease in all respects, Lessee may upon at least 90 but not more than 120
days prior written notice to Lessor exercise one of the following options:
(i) purchase all but not less than all of the Equipment at the
expiration of the initial term of the Lease or any renewal term
pursuant to paragraph 1(ii) hereof for a purchase price equal to
the then Fair Market Value of the Equipment. "Fair Market Value"
of the Equipment for purposes of this paragraph shall be an
amount determined according to the following procedure. Upon
receipt of Lessee's notice of election to purchase the Equipment,
Lessee and Lessor will attempt to agree on an amount during the
next 30 days, and the amount so agreed upon shall be the Fair
Market Value. In the event Lessor and Lessee cannot agree on an
amount during such 30-day period, then each party shall choose an
independent appraiser, and the two appraisers shall each
determine the fair market value of the Equipment on the basis of
an arm's-length sale between an informed and willing buyer (other
than a buyer currently in possession) and an informed and willing
seller under no compulsion to sell. The average of the amounts
determined by the two appraisers shall be the Fair Market Value.
Each party shall pay the expenses of the appraiser it chooses; or
(ii) renew the Lease with respect to all but not less than all of the
Equipment at the expiration of the initial term of the Lease for
the then Fair Market Rental Value of the Equipment and for a term
to be agreed upon by Lessee and Lessor. Upon expiration of the
renewal term Lessee shall either purchase the Equipment pursuant
to paragraph 1 above or return the Equipment in accordance with
the Lease. "Fair Market Rental Value" of the Equipment for
purposes of this paragraph shall be an amount determined
according to the following procedure. Upon receipt of Lessee's
notice of election to renew the Lease, Lessee and Lessor will
attempt to agree on an amount during the next 30 days, and the
amount so agreed upon shall be the Fair Market Rental Value. In
the event Lessor and Lessee cannot agree on an amount during such
30-day period, then each party shall choose an independent
appraiser, and the two appraisers shall each determine the fair
market rental value of the Equipment on the basis of an
arm's-length transaction between an informed and willing lessor
and an informed and willing lessee under no compulsion to lease.
The average of the amounts determined by the two appraisers shall
be the Fair Market Rental Value. Each party shall pay the
expenses of the appraiser it chooses; or
THIS AGREEMENT INCLUDES THE TERMS ON THE BACK OF THIS PAGE
Lessor: Norwest Equipment Finance, Inc. Nortech Systems, Incorporated, Lessee
BY: [Illegible] BY: [Illegible]
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TITLE: Sr. Contract Admin. TITLE: Sr. V.P. Finance & Treasuer
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December 31st, 1997
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RENT COMMENCEMENT DATE