Master Lease Agreement
No. M2038
GLOBAL VANTAGE LTD.
Date September 29, 2000
Lessor: Global Vantage Ltd. Lessee: Centennial Technologies, Inc.
Address: Address:
1350 Old Bayshore Highway, Suite 500 7 Lopez Road
Burlingame, California 94010 Wilmington, MA 01887
1. LEASE OF EQUIPMENT
On the terms and conditions of this Master Lease Agreement (the "Master
Agreement") Lessor leases to Lessee and Lessee leases from lessor, the items of
personal property, together with all replacement parts, repairs, additions and
accessions thereto (collectively, the "Equipment" and individually, an "Item")
described in each Lease schedule(s) (a "Lease Schedule") which incorporates this
Master Agreement. Notwithstanding anything to the contrary, the terms and
conditions of this Master Agreement shall be construed and interpreted as to
each Lease Schedule as if a separate lease shall have been executed between the
parties with regard to the equipment on such Lease Schedule. The term "Lease"
when used herein shall refer to an individual Lease Schedule which incorporates
this Master Agreement. In the event of any conflict between the provisions of
any Lease Schedule and those of this Master Agreement, the provisions of the
Lease Schedule shall be controlling, but only with respect to such Lease
Schedule. Until a Lease is duly executed by Lessor, a Lease signed be Lessee
constitutes an irrevocable offer by Lessee to Lease from Lessor. The equipment
is to be delivered and installed at Lessee's expense at the location specified
on the applicable Lease Schedule. The equipment shall be deemed to have been
accepted by Lessee for all purposes under the Lease upon Lessor's receipt of a
Delivery and Acceptance Certificate, or other evidence of acceptance
satisfactory to Lessor, executed by Lessee with respect to such Equipment (the
"Acceptance Certificate"). Lessee shall inspect each item upon delivery and
promptly execute and deliver to Lessor an Acceptance Certificate with respect
thereto if such Item is acceptable to Lessee. Lessor shall not be liable or
responsible for any failure or delay in the delivery of the Equipment to Lessee
for whatever reason.
2. TERM AND RENT
(a) Rate Floats, fixed at time of funding. The monthly rental payment stated in
the attached "Lease Schedule", is subject to increase if like Prime or Treasury
rates, whichever is greater, on the date of the Lessee's signed acceptance of
the equipment are 25 basis points or more greater than the rates for like Prime
or Treasury's on the date Lessee signs this Lease. The increase shall be based
upon the entire increase in basis points. (b) The term of each Lease shall be
comprised of the Installation Term and the Initial Term. The "Installation Term"
shall commence on the date Lessee has accepted the Equipment as evidenced by the
date indicated on the applicable Acceptance Certificate (the "Acceptance Date")
and terminate on the Commencement Date. The "Commencement Date" shall mean,
where the Acceptance Date for the Equipment falls on the first day of the month
(if scheduled rental payments are due monthly) or quarter (if scheduled rental
payments are due quarterly), that date, or in any other case, the first day of
the month or quarter following the month or quarter, as applicable, in which
such Acceptance Date falls. The "Initial Term" of the Lease shall commence on
the Commencement Date and shall continue for the number of months or quarters as
applicable specified in the Lease. Rental payments shall be in the amounts and
shall be due and payable as set forth in the Lease whether or not Lessee has
received any notice that such payments are due. Lessee shall, in addition, pay
interim rent to Lessor on a pro-rata basis from the Acceptance Date to the
Commencement Date. If any rent or other amount payable under a Lease is not paid
when due, Lessee shall pay as an administrative and late charge an amount equal
to 10% of the amount of any such overdue payments. In addition, Lessee shall pay
interest on such delinquent payment from 30 days after its due date until paid
at the rate of 1 1/2% per month or the maximum amount permitted by law,
whichever is lower. All payments to be made to Lessor shall be made to Lessor at
the address shown above or at such other place as Lessor shall specify in
writing. (c) A Lease shall be automatically extended at the expiration of the
Initial Term for a term of (4) months (such four month period and any subsequent
monthly extension thereof referred to herein as the "Extended Term") unless
Lessee written notice to Lessor not less than (3) months prior to such
expiration date of Lessee's election to (i) return the equipment pursuant to
section 19 of the Master Agreement or (ii) exercise its options, if any, to
purchase the Equipment described in such Lease or to renew such lease.
Thereafter, the term of such Lease will be extended for subsequent full month
periods, on a month to month basis, until Lessee has given Lessor at least 120
days written notice of termination of such Lease. The rental set forth in the
Lease shall continue to be due and payable by Lessee on the same periodic basis
during such Extended Term (the phrases Installation Term, Initial Term and
Extension Term are sometimes collectively referred to herein as "Term") Failure
by Lessee to return the Equipment in accordance with Section 19 when notice of
termination had been provided by Lessee to Lessor shall render such notice null
and void. At any time after the expiration of the Initial Term, if the Lease has
been automatically extended as set forth herein, Lessor reserves the right to
terminate the Lease upon 30 days written notice to Lessee.
3. POSSESSION: INSPECTION: PERSONAL PROPERTY
No right title or interest in the Equipment shall pass to Lessee other than the
right to maintain possession and use of the Equipment for the term of the Lease
(provided no Event of Default as defined below exists) free from interference by
any person claiming by, through or under Lessor. At its option Lessor may
require Lessee at Lessee's expense to affix labels, plates or markings in a
prominent location on the Equipment indicating Lessor is the owner. Each item
shall be kept at the location set forth in the applicable Lease Schedule. Lessor
may enter the premises where the Equipment is located during business hours for
the purpose of inspecting the Equipment and during the last four months of the
initial Term or during the Extended Term for the purpose of showing the
Equipment to prospective purchasers or lessees of the Equipment. The Equipment
shall always remain personal property even though the Equipment may hereafter
become attached or affixed to real property. LESSEE SHALL KEEP EACH ITEM FREE
AND CLEAR OF ALL LIENS AND OTHER ENCUMBRANCES OTHER THAN THOSE ARISING BY,
THROUGH OR UNDER LESSOR.
4. ASSIGNMENT OF PURCHASE DOCUMENTS
Lessee hereby assigns to Lessor all of Lessee's rights and interest in and to:
(a) the Equipment described in any Lease Schedule and (b) any purchase order,
contract or other documents (collectively, "Purchase Documents") relating
thereto that Lessee has entered into with the seller of the Equipment as
specified in such Lease Schedule (the "Seller"). The foregoing assignment is an
assignment of rights only, and Lessee shall remain liable for all obligations
under the Purchase Documents except for the obligation to pay for the Equipment
as described in Section 5 hereof. At Lessor's request, Lessee shall deliver to
Lessor writing acceptable to Lessor whereby Seller acknowledges, and provides
any required consent to, such assignment. If Lessee has not entered into any
Purchase Document for the Equipment with Seller, Lessee authorizes Lessor to act
as Lessee's agent to issue a purchase order to Seller for the Equipment and for
associated matters and such purchase order shall be considered a Purchase
Document for the purposes of this Section 4.
5. PURCHASE OF EQUIPMENT
Provided that Event of Default (as defined in Section 10) exists, and no event
has occurred and is continuing that with notice or lapse of time or both
constitutes an Event of Default. Lessor shall be obligated to purchase the
Equipment and to lease the same to Lessee if and only if, Lessor receives on or
before the "Commitment Expiration Date" set forth in the applicable Lease
Schedule, the related Acceptance Certificate and said Lease Schedule (both
executed by Lessee), and such other documents and assurances as Lessor may
reasonably request. If for any reason a Lease does not commence by such
Commitment Expiration Date, Lessor shall have no obligation to purchase the
Equipment and Lessor may reassign to Lessee all rights under the Purchase
Documents and Lessee shall be liable to (a) Seller for any payment due under the
Purchase Documents or (b) Lessor for any payment made by it to Seller thereunder
and any unpaid interim rent owing Lessor related to such payment.
6. DISCLAIMER OF WARRANTIES
LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT, OR THE AGENT
THEREOF, AND MAKES NO EXPRESS OR IMPLIED WARRANTIES AS TO ANY MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY OF THE EQUIPMENT, ITS FITNESS
FOR A PARTICULAR PURPOSE, ITS DESIGN OR CONDITION, ITS CAPACITY OR DURABILITY,
THE QUALITY OF THE MATERIAL OR WORKMANSHIP CONFORMITY OF THE EQUIPMENT TO THE
PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE ORDER RELATING THERETO, OR PATENT
INFRINGEMENTS, AND HEREBY DISCLAIMS ANY SUCH WARRANTY. LESSOR IS NOT RESPONSIBLE
FOR ANY REPAIRS OR SERVICE TO THE EQUIPMENT, DEFECTS THEREIN OR FAILURES IN THE
OPERATION THEREOF. Lessee has made the selection of each item and the
manufacturer and/or supplier thereof based on its own judgment and expressly
disclaim any reliance upon any statements or representations made by Lessor. For
so long as no Event of Default exists. Lessee shall be the beneficiary of, and
shall be entitled to, all rights under any applicable manufacturer's or vendor's
warranties with respect to the Equipment, to the extent permitted by law, and
shall apply any recoveries first to repair or restore the Equipment. If the
Equipment is not delivered, is not properly installed, does not operate as
warranted, becomes obsolete or is unsatisfactory for any reason whatsoever,
Lessee shall make all claims on account thereof solely against the manufacturer
or supplier and not against the Lessor, and Lessee shall nevertheless pay all
rentals and other sums payable under the Lease. Lessee acknowledges that neither
the manufacturer or supplier of the Equipment nor any sales representative or
agent thereof, is an agent of Lessor, and no agreement or representative or
agent thereof, is an agent of Lessor, and no agreement or representative or
agent of the manufacturer or supplier shall in any way affect Lessee's
obligations hereunder.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS
As of the execution date of each Lease. Lessee represents and warrants to and
covenants with Lessor as follows: (a) Lessee is duly organized and existing in
good standing under the laws of the state of its organization and is duly
qualified to do business wherever necessary to carry on its present business and
operations and to own its property; (b) the execution, delivery and performance
by Lessee of its obligations under this Master Agreement and each Lease have
been duly authorized by all necessary action on the part of Lessee consistent
with its form of organization, do not require any further shareholder or partner
approval, do not require the approval of, or the giving notice to, any federal,
state, local or foreign governmental authority and do not contravene any law
binding on Lessee or contravene Lessee's certificate or articles of
incorporation, or its by-laws or partnership certificate, or any agreement,
indenture, or other instrument to which Lessee is a party or by which it may be
bound; (c) this Master Agreement and each lease have been duly executed and
delivered by Lessee and constitute legal, valid and binding obligations of
Lessee enforceable in accordance with there terms; (d) there are material
adverse changes in the financial condition or operation of Lessee since the date
of its financial statements most recently provided to Lessor nor any pending or
threatened actions or proceedings before any court or administrative agency
which may materially adversely affect Lessee's financial condition or
operations, and all information so provided is, and all information hereafter
furnished will be true and correct in all material respects; (e) Lessor has not
selected, manufactured or supplied the Equipment and has acquired any Equipment
subject to the Lease solely in connection with the Lease and Lessee has either
(i) received, reviewed and approved the terms of the associated Purchase
Documents or (ii) has been informed by Lessor (x) of the identity of the seller,
(y) that Lessee may have rights under the Purchase Documents and (z) that Lessee
may contact seller for a description of such rights; (f) the Lessee has (i)
initiated a review and assessment of all areas within its and each of its
Subsidiaries' business and operations (including those affected by suppliers,
vendors and customers) that could be adversely affected by the "Year 2000
Problem" (that is, the risk that computer applications used by the Lessee or any
of its Subsidiaries (or suppliers, vendors and customers) may be unable to
recognize and perform properly date-sensitive functions involving certain dates
prior to and any date after December 31, 1999), (ii) developed a plan and
timeline for addressing the Year 2000 Problem on a timely basis, and (iii) to
date, implemented that plan in accordance with that timetable. Based on the
foregoing, the Lessee believes that all computer applications that are material
to its or any of Subsidiaries' business and operations are reasonably expected
on a timely basis to be able to perform properly date-sensitive functions for
all dates before and after January 1, 2000 (that is, be "year 2000 compliant"),
except to extent that a failure to do so could not reasonably be expected to
have Material Adverse Effect.
8. INDEMNITY
Lessee assumes the risk of liability for, and hereby agrees to indemnify and
hold safe and harmless, and covenants to defend, Lessor, its employees, servants
and agents from and against: (a) any and all harm liabilities, losses, damages,
claims and expenses of every kind and nature), other than those directly caused
by Lessor's gross negligence or willful misconduct arising out of or in
connection with the manufacture, purchase, shipment and delivery to Lessee,
acceptance or rejection, ownership, titling, registration, leasing, possession,
operation, use, return or other disposition of the Equipment, including, without
limitation, any of such as may arise from patent or latent defects in the
Equipment (whether or not discoverable by Lessee), any claims on absolute tort
liability or warranty and any claims based on patent, trademark or copyright
infringement; (b) any and all loss or damage of or to the Equipment, normal wear
and tear excepted; and (c) any obligation or liability to the manufacturer and
any supplier of the Equipment arising under the Purchase Documents other than
the obligation to purchase the Equipment in accordance with terms of the Lease.
The covenants and indemnities contained in this Section 8 and in Section 9 shall
survive the expiration or other termination of the Lease.
9. TAXES AND OTHER CHARGES
Lessee shall reimburse Lessor (or pay directly to the appropriate taxing
authority if, and only if, so instructed by Lessor) all license fees,
assessments and sales, use, gross receipts, property, ad, valorem, excise,
privilege and other taxes (including any related interest and penalties) or
other charges or fees now or hereafter imposed by any governmental body or
agency upon Lessor, Lessee, any Lease or any Equipment, or with respect to the
manufacturing, ordering, shipment, purchase, ownership, delivery installation,
leasing, operation, possession, use, return, or other disposition thereof or the
rentals hereunder (other than taxes on or measured solely by the net income of
Lessor). The foregoing indemnity shall continue in full force and effect
notwithstanding the expiration or other termination of the Lease.
10. DEFAULT
The occurrence of any one or more of the following events shall be deemed on
"Event of Default" under each and every Lease: (a) Lessee shall fail to make any
payment, of rent or otherwise, under any Lease when such payment is due: or (b)
Lessee shall fail to perform or observe any covenant, condition or agreement
under any Lease, and such failure continues for 10 days after Lessee's first
knowledge of such failure: or, if more than 10 days are reasonably required to
cure such failure. Lessee fails to commence and to diligently pursue the
performance of such obligations within such 10 day Lessor or any parent,
subsidiary or affiliated company of Lessor, or if Lessee shall default in the
performance of or compliance with any term contained in any agreement or
instrument with respect to such indebtedness, if the effect of such default is
to cause or permit such indebtedness to become due prior to its stated maturity:
or (d) any representation or warranty made by Lessee herein or in any
certificate, agreement, statement or document heretofore or hereafter furnished
to Lessor in connection herewith, including, without limitation, any financial
information disclosed to Lessor, shall prove to be false or incorrect in any
material respect; or (e) the death or judicial declaration of incompetence of
Lessee, if an individual; the commencement of any bankruptcy, insolvency,
arrangement, reorganization, receivership, liquidation or other similar
proceeding by or against Lessee or any of its properties or business, or the
appointment of a trustee, receiver, liquidator or custodian for Lessee or any of
its properties or business, or Lessee suffers the entry of an order for relief
under Title II of the United States Code; or the making by Lessee of a general
assignment or deed of trust for the benefit of creditors: or (f) Lessee shall
default in meeting any of its trade, tax, borrowing or other obligations as they
mature, except to the extent Lessee is contesting any such obligations in good
faith and has established adequate reserves therefor: or (g) Lessee ceases doing
business as a going concern or there is a change in the legal structure of
ownership of Lessee, or a consolidation or merger of Lessee into or with another
entity, which results, in the opinion of Lessor, in a material adverse change in
the ability of Lessee to perform its obligations under the Lease: or (h) any
event or condition set forth in subsections (b), (c), (d), (e), (f) or (g) of
this Section 10 shall occur with respect to any guarantor or other person
responsible, in whole or in part, for payment or performance of the Lease.
Lessee shall promptly notify Lessor of the occurrence of any Event of Default or
the occurrence or existence of any event or condition that, upon the giving of
notice or lapse of time, or both, may become an Event of Default.
11. REMEDIES
Upon the occurrence of any Event of default, Lessor may, at its sole option and
discretion, to the extent permitted by applicable law, exercise one or more of
the following remedies with respect to any or all of the Equipment: (a) cause
Lessee to, upon written demand of Lessor and at Lessee's expense, promptly
return any or all Equipment to such location as Lessor may designate in
accordance with the terms of Section 19, or Lessor, at its option, may enter
upon the premises where the Equipment is located and take immediate possession
of and remove the same by summary proceedings or otherwise, all without
liability to Lessee for or by reason of damage to property on such entry or
taking possession: (b) sell any or all the Equipment at public or private sale
or otherwise dispose of, hold, use, operate, lease to others or keep idle the
Equipment, all as Lessor in its sole discretion may determine and all free and
clear of any rights of Lessee: (c) remedy such default, including making repairs
or modifications to the Equipment, for the account of and the expense of Lessee,
and Lessee agrees to reimburse Lessor for all of Lessor's costs and expenses
incurred in connection therewith: (d) by written notice to Lessee, terminate any
or all Leases, as such notice shall specify, and, with respect to such
terminated Leases, declare immediately due and payable and recover from Lessee,
as liquidated damages for loss of a bargain and not as a penalty, an amount
equal to the sum of (i) all rental payments accrued and unpaid, plus interest
and late charges thereon, calculated as of the date payment is actually made,
plus (ii) the net present value of all rental payments to become due during the
remaining Term of each such Lease, discounted a the rate of 5% per annum, plus
the amount of any purchase or renewal option or obligation with respect to such
Equipment, or, if there is no such option or obligation, ten the fair market
value of the Equipment at the end of such Term, as estimated by Lessor in its
sole, reasonable discretion, calculated as of the date payment is actually made,
plus (iii) all other amounts then payable to Lessor under the Lease, provided,
however, that any acceleration or prepayment of the unpaid rentals under the
Lease shall be subject to all applicable laws, including rebates of unearned
charges. If in any event whatsoever, Lessor shall receive anything of value
deemed interest under applicable law which would exceed the maximum amount of
interest permissible under applicable law, the excess amount shall be applied to
reduction of the unpaid principal balance owing under the Lease, if any, or
shall be refunded to Lessee: (e) apply any deposit or other cash collateral or
sale or remarketing proceeds of the Equipment at any time as it sees fit to
reduce any amounts due to Lessor; and (f) exercise any other right or remedy
which may be available to it under applicable law, or proceed by appropriate
court action to enforce the terms of the Lease or to recover damages for the
breach thereof, including reasonable attorneys' fees and court costs. No remedy
referred to in this Section 11 is intended to be exclusive, but each shall be
cumulative and in addition to any other remedy referred to above or otherwise
available to Lessor at law or in equity. The exercise or beginning of exercise
by Lessor of anyone or more of such remedies shall not preclude the simultaneous
or later exercise by Lessor of any or all such other remedies, and all remedies
hereunder shall survive termination of the Lease. At any sale of the Equipment
pursuant to the Section 11, Lessor may bid for and purchase the Equipment.
Notice required, if any, of any sale or other disposition hereunder by Lessor
shall be satisfied by the mailing of such notice to Lessee at least ten (10)
days prior to the sale or other disposition. In the event Lessor takes
possession and disposes of the Equipment, Lessor shall give Lessee credit for
any sums actually received by Lessor from the disposition of the Equipment after
deduction of expenses of disposition and the amounts due to Lessor under
subsection (d) above. Termination shall occur only upon written notice by Lessor
and only with respect to such Equipment, as Lessor shall specify in such notice.
Termination under this Section 11 shall not affect Lessee's duty to perform
Lessee's obligations hereunder to Lessor in full. Lessee agrees to reimburse
Lessor on demand for any and all costs and expenses incurred by Lessor in
enforcing its rights and remedies hereunder following the occurrence of an Event
of Default, including, without limitation, reasonable attorneys' fees and the
costs of repossessing, storing, insuring, reletting, selling and disposing of
any and all Equipment. To the extent permitted by applicable law, Lessee hereby
waives any rights now or hereafter conferred by statue or otherwise which may
require Lessor to sell, lease or otherwise use nay of the Equipment in
mitigation of Lessor's damages or which may otherwise limit or modify any of
Lessor's rights or remedies under the Lease.
12. NOTICES
All notices and demands required or permitted to be given under a Lease shall be
given in writing and shall be delivered in person or sent by certified mail,
return receipt requested, or by overnight courier service to the attention of,
in the case of Lessor, Customer Administration, and to Lessee at the addresses
hereinabove set forth, or to such other address as the party to receive notice
hereafter designates by such written notice. All notices shall be deemed given
when received, when delivery is refused or when such notices are returned for
failure to be called for.
13. USE: REPAIRS: LOSS AND DAMAGE
Lessee will cause the Equipment to be operated in accordance with any applicable
manufacturer's manuals, instructions requirements by competent and duly
qualified personnel only, in accordance with applicable requirements of law, if
any and for business purposes only. Lessee, at its own cost and expense, shall
keep the Equipment in good repair, condition and working order, in accordance
with any applicable manufacturer's manuals, instructions or requirements and
shall furnish all parts, mechanisms, devices and servicing required therefor.
All such parts, mechanisms and devices shall immediately become the property of
Lessor and part of the Equipment for all purposes hereof. If the Equipment is
such that Lessee is not normally capable or maintaining it, Lessee at its
expense, shall enter into and maintain in full force and effect throughout the
term of the Lease, a maintenance contract for the Equipment with its
manufacturer or vendor, or a maintenance contractor previously approved in
writing by Lessor (each a "Maintenance Organization"). Lessee hereby assumes all
risk of loss, damage or destruction for whatever reason to the Equipment from
and after the earlier of the date on which (a) the Equipment is ordered, or (b)
Lessor pays the purchase price of the Equipment, and continuing until its return
as set forth in Section 19 hereof. If any item shall become lost, stolen,
destroyed, damaged beyond repair or rendered permanently unfit for use for any
reason, or in the event of any condemnation, confiscation, seizure or
requisition of title to or use of any Item, then, at Lessor's option, Lessee
shall promptly (i) pay to Lessor an amount equal to the greater of (x) the full
replacement value of such Item or (y) the net present value of all rental
payments then remaining unpaid for the Term of the applicable Lease, discounted
at the rate of 5% per annum, plus the amount of any purchase or renewal option
or obligation with respect to such items or, if there is no such option or
obligation, then the fair market value of the Equipment at the end of such Term,
as estimated by Lessor in its sole, reasonable discretion, or (ii) replace the
affected Equipment. If Lessor requires Lessee to replace the affected Item(s),
Lessee shall purchase, in Lessor's name, equipment either identical to the
affected Equipment or if identical equipment is not readily available, then
equipment from the same manufacturer or such other manufacturer acceptable to
Lessor that performs substantially the same function at substantially the same
or greater speed and capacity as the Equipment and the Lease shall continue as
if no such loss, theft, destruction, damage or condemnation had occurred without
abatement of any payments due under the Lease. Lessee shall take all action
necessary to vest unencumbered and unrestricted title in Lessor to any equipment
purchased by it pursuant to this Section 13.
14. INSURANCE
Lessee shall procure and maintain, upon such terms, with such deductibles and
with such companies as Lessor may approve, during the entire term of the Lease,
at Lessee's expense (a) Comprehensive General Liability Insurance including
product/completed operations and contractual liability coverage, with minimum
limits of $1,000,000 each occurrence, and Combined Single Limit Body Injury and
Property Damage, $1,000,000 aggregate, where applicable: and (b) All Risk
Physical Damage Insurance, including earthquake and flood, on each Item, in an
amount not less than the greater of (i) the full replacement value of such Item,
or (ii) the net present value of all rental payments then remaining unpaid for
the Term of the Lease, discounted at the rate of 5% perannum, plus the amount of
any purchase of renewal option or obligation with respect to such Items or, if
there is no such option or obligation, then the fair market value of the
Equipment at the end of such Term, as estimated by Lessor in its sole reasonable
discretion. Lessor will be included as an additional insured and loss payee as
its interest may appear. Such policies shall be endorsed to provide that the
coverage afforded to Lessor shall not be rescinded, impaired or invalidated by
any act or neglect of Lessee. Lessee agrees to waiver Lessee's right and its
insurance carrier's right of subrogation against Lessor for any and all loss or
damage. In addition to the foregoing minimum insurance coverage, Lessee shall
procure and maintain such other insurance coverages as Lessor may reasonably
require from time to time during the term of the Lease. All policies shall
contain a clause requiring the insurer to furnish Lessor with at least 30 days
prior written notice of any material change, cancellation or non-renewal of
coverage. Upon execution of the Lease, Lessee shall furnish Lessor with a
certificate of insurance or other evidence satisfactory to Lessor that such
insurance coverages are in effect, provided, however, that Lessor shall be under
no duty either to ascertain the existence of or to examine such insurance
coverage or to advise Lessee in the event such insurance coverage should not
comply with the requirements hereof. In case of the failure of Lessee to procure
or maintain insurance, Lessor may at its option obtain such insurance, the cost
of which will be paid by Lessee as additional rentals. Lessee hereby inevocably
appoints Lessor as Lessee's attorney-in-fact to file, settle or adjust, and
receive payment of claims under the All Risk Physical Damage insurance and to
endorse Lessee's name on any checks. Drafts or other instruments in payment of
such claims. Lessee further agrees to give Lessor prompt notice of any damage
to, or loss of, the Equipment or any part thereof.
15. LIMITATION OF LIABILITY
Lessor shall have no liability in connection with or arising out of the
ownership, leasing, furnishing, performance or use of the Equipment or any
special, indirect, incidental or consequential damages of any character,
including, without limitation, loss of use or production facilities or
equipment, loss of profits, property damage or lost production, whether suffered
by Lessee or any third party.
16. FURTHER ASSURANCES
Lessee shall promptly execute and deliver to Lessor such further documents and
take such further action as Lessor may require in order to more effectively
carry out the intent and purpose of the Lease. Lessee shall provide to Lessor
within 120 days after the close of each of Lessee's fiscal years, and, upon
Lessor's request, within 45 days of the end of each quarter of Lessee's fiscal
year, a copy of its financial statements prepared in accordance with generally
accepted accounting principles. Annual financial statements shall be audited.
Lessee shall execute and deliver to Lessor upon Lessor's request such
instruments and assurances as Lessor deems necessary for the confirmation,
preservation or perfection of the Lease and Lessor's rights Thereunder,
including, without limitation, such corporate resolutions, incumbency
certificates and opinions of counsel as Lessor may request from time to time,
and all schedules, forms and other reports as may be required to satisfy
obligations imposed by taxing authorities. In furtherance thereof, Lessor may
file or record the Lease or a memorandum or a photocopy thereof (which for the
purposes hereof shall be effective as a financing statement) so as to give
notice to third parties, and Lessee hereby appoints Lessor as its
attorney-in-fact to execute, on behalf of Lessee, file and record UCC financing
statements and other lien recordation documents with respect to the Equipment.
Lessee agrees to pay or reimburse Lessor for any filing, recording or stamp fees
or taxes arising from any such filings. The filing of UCC financing statements
is precautionary and shall not be evidence that the Lease is intended as
security. If the Lease is determined for any reason not to constitute a lease,
Lessee grants Lessor a security interest in the Equipment and the proceeds
thereof, including the re-lease, sale or other disposition of the Equipment.
17. ASSIGNMENT
The Lease and all rights of Lessor thereunder shall be assignable by Lessor
absolutely or as security, without notice to Lessee, subject to the rights of
Lessee hereunder. Any such assignment shall not relieve Lessor of its
obligations thereunder unless specifically assumed by the assignee, and Lessee
agrees it shall not assert any defense, right of set-off of counterclaim against
any assignee to which Lessor shall have assigned its rights and interests
hereunder, nor hold or attempt to hold such assignee liable for any of Lessor's
obligations hereunder. LESSEE SHALL NOT ASSIGN OR DISPOSE OF ANY OF ITS RIGHTS
OR OBLIGAITONS UNDER THE LEASE OR ENTER INTO ANY SUBLEASE WITH RESPECT TO ANY OF
THE EQUIPMENT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF LESSOR.
18. LESSEE'S OBLIGATIONS UNCONDITIONAL
The Lease is a net lease and Lessee hereby agrees that it shall not be entitled
to any abatement of rents or of any other amounts payable by Lessee and that its
obligation to pay all rent and any other amounts owing under the Lease shall be
absolute and unconditional under all circumstances, including, without
limitation, the following circumstances: (i) set-off, counterclaim, recoupment,
defense or other right which Lessee may have against Lessor, any seller or
manufacturer of any Equipment of anyone else for any reason whatsoever: or (ii)
the existence of any liens, encumbrances or rights of others whatsoever with
respect to any Equipment, whether or not resulting from claims against Lessor
not related to the ownership of such Equipment. Each rent or other payment made
by Lessee hereunder shall be final, and Lessee will not seek to recover all or
any part of such payment form Lessor for any reason whatsoever.
19. RETURN OF EQUIPMENT
Upon expiration of the term of the Lease or upon demand of Lessor as provided in
Section 11, Lessee, at its own expense, shall immediately return the Equipment
in the same condition as when delivered to Lessee, ordinary wear and tear
excepted, to such location as Lessor shall designate. The Equipment shall be
returned free and clear of all liens, encumbrances and rights of others. Upon
the return of the Equipment to the Lessor, Lessee shall arrange and pay for such
repairs, if any, as are necessary for the manufacturer of the Equipment of
Maintenance Organization to accept the Equipment under a maintenance contract at
its then standard rates. The risk of loss of the Equipment shall remain with
Lessee until the returned Equipment is accepted Lessor or such other entity to
whom the Equipment is returned, and Lessee shall maintain insurance on the
Equipment in accordance with Section 14 until such acceptance occurs. Unless and
until the Equipment is returned and accepted as herein provided, or otherwise
disposed of by written agreement of Lessor and Lessee, the term of the Lease
with respect to such Equipment shall continue on a month-to-month basis
terminable by Lessor upon 30 days advance written notice at a rent per month
equal to the highest monthly rent for the equipment payable during the initial
term.
20. ENFORCEABLILITY: COUNTERPARTS: GOVERNING LAW
Any provision of this Master Agreement or any Lease Schedule 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 the Master Agreement and such Lease Schedule, and any such
unenforceability in any jurisdiction shall not render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
Lessee hereby waives any provisions of law, which render any provision hereof
unenforceable in any respect. Any waiver of the terms hereof shall be effective
only in the specific instance and for the specific purpose given. Time is of the
essence in the Lease. Lessor reserves the right to charge Lessee for its
provision of administrative services related to this Master Agreement or any
Lease Schedule issued pursuant hereto. The captions in this Master Agreement are
for convenience only and shall not define or limit any of the terms hereof. Each
Lease may be executed in one or more counterparts, each of which shall be deemed
an original as between the parties thereto, but here shall be a single executed
original of each Lease which shall be marked "Counterpart No. 1": all other
counterparts shall be marked with other counterpart numbers. To the extent, if
any, that a Lease constitutes chattel paper (as such term is defined in the
Uniform Commercial Code); no security interest in the Lease may be created
through the transfer or possession of any counterpart other then Counterpart No.
1. The Master Agreement is incorporated by reference in each lease and shall not
be chattel paper by itself.
THIS MASTER AGREEMENT AND ANY LEASE SCHEDULE ISSUED PURSUANT HERTO SHALL IN ALL
RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF CALIFONIA. LESSEE HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF CALIFORNIA AND THE FEDERAL DISTRICT COURT IN ORANGE
COUNTY. CALIFORNIA FOR THE PURPOSES OF ANY SUIT. ACTION OR OTHER PROCEEDING
ARISING OUT OF ITS OBLIGATIONS HEREUNDER. AND EXPRESSLY WAIVES ANY OBJECTIONS
THAT IT MAY HAVE TO THE VENUE OF SUCH COURTS. LESSEE AND LESSOR EACH HEREBY
EXPRESSLY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS
MASTER AGREEMENT AND ANY LEASE SCHEDULE ISSUED PURSUANT HERETO. Any action by
Lessee against Lessor for nay cause or action under a Lease shall be brought
within on year after any such cause of action fist accrues. THIS MASTER
AGREEMENT, CONSISTING OF TWENTY SECTIONS, THE LEASE AND ANY ADDENDA OR
SUPPLEMENTS HERTO OR THERETO, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS BETWEEN THE PARTIES LESSEE ACKNOWLEDGES AND CERTIFIES THAT NO
SUCH ORAL AGREEMENTS EXIST. The Lease may not be amended, nor may any rights
thereunder be waived, except by an instrument in writing signed by the party
charged with such amendment or waiver. The term "Lessee" as used herein shall
mean and include any and all Lessees who sign Lease, each of whom shall be
jointly and severally bound thereby.
By execution hereof, the signer certifies that he or she had read, accepted and
July executed this Master Lease Agreement on behalf of Lessee.
By: /s/ J. Jeffery Morris
----------------------------------
J. Jeffery Morris
Title: President
Lessee: Centennial Technologies, Inc.
By: /s/ Richard Pulsifer
----------------------------------
Richard Pulsifer
Title: CFO
This Master Agreement is incorporated by reference in the Lease and is not
chattel paper by itself.
LEASE SCHEDULE
MASTER LEASE AGREEMENT NO. M2038
LEASE SCHEDULE NO. 900-01
Between GLOBAL VANTAGE LTD.(LESSOR)
and CENTENNIAL TECHNOLOGIES, INC. (LESSEE)
1. EQUIPMENT DESCRIPTION:
QUANTITY ITEM MODEL/SERIAL NO.
See attached Equipment Lease Schedule A
2. EQUIPMENT LOCATION:
The above-referenced Equipment is to be delivered to and located on Lessee's
premises at: 7 Lopez Road, Wilmington, MA 01887
3. RENTAL TERM: 48 Months
4. RENTAL:
The first payment in the amount of $9,944.20 is due _____________, 2000
Subsequent rental payments will be in the same amount and due on the same day
MONTHLY thereafter.
5. NUMBER AND AMOUNT OF ADVANCE RENTAL PAYMENTS:
NUMBER: First AMOUNT: $9,940.20
6. Purchase Amount: RETURN, RENEW, UPGRADE OR PURCHASE(FMV)
7. THIS SCHEDULE AND ITS TERMS AND CONDITIONS ARE HEREBY INCORPORATED BY
REFERENCE IN THE ABOVE EQUIPMENT LEASE AGREEMENT. LESSEE PERMITS LESSOR TO
INSERT MODEL AND SERIAL NUMBERS OF EQUIPMENT WHEN DETERMINED BY LESSOR.
LESSEE: LESSOR:
Centennial Technologies, Inc. Global Vantage Ltd.
By: /s/ Richard Pulsifer By: /s/ J. Jeffery Morris
--------------------- -----------------------
Richard Pulsifer J. Jeffery Morris
Title: CFO Title: President
Accepted this ___ day of ______, 20__
At _____________, ___.
GLOBAL VANTAGE LTD.
1350 OLD BAYSHORE HIGHWAY, SUITE 500, BURLINGAME, CA 94010 (650) 401-8100
- --------------------------------------------------------------------------------
EQUIPMENT LEASE SCHEDULE A
Master Lease Agreement No.: M2038
Equipment Agreement No.: 900-01
LESSOR: GLOBAL VANTAGE LTD.
LESSEE: CENTENNIAL TECHNOLOGIES, INC.
Reference Date: September 29, 2000
Equipment leased (the Equipment) is described as follows:
Quantity Item Description Page 1 of 2
- --------------------------------------------------------------------------------
Vendor: Phillips Electronic Manufacturing Technology, 5110 NcGinnis Ferry Road,
Alpharetta, GA 30005
1 PA 2255/01 PPS Basic+Optimizer. NT Version 6.0 (required for 1 machine)
1 PA 2256/01 PPS Extended.NT Version 6.0; required for multi machines
(must have PPS Basic+Optimizer, PA 2255/00
2 GEM TOPAZ-X INCLUDING:
8 Standard placement heads
8 FCN placement heads
24 FCN Nozzles for FCN heads (including 4x72F, 4x73F)
8 ANE Nozzles for Std Heads (including 4x72A)
2 Spare Parts Kit (including 1x extra ANE Nozzle of each type 71A-74A)
2 Auto Nozzle Exchange System for Topaz-X (18 pos. wo/nozzle)
6 Nozzle Type 74A, Topaz-X *Extra Nozzles for calibration purposes
2 1x74A/1x76A
2 Line Array Camera system (front side)
2 Hand-Held control keyboard
2 PC Keyboard
2 Fiducial Camera recognition system
2 Color PC Monitor for text
2 B/W Vision Monitor
2 Conveyor system w/auto width adjust (max 440mm/17.3" board)
2 Servo controlled underboard support system w/12 support pins
2 Edge clamping system
6 Feeder lock verify System (front & Rear)
4 Front Feeder bar (20 slots)
2 Rear Feeder bar (50 slots)
2 PC Controller
2 MIS system providing SPC data
2 Toolset
4 Empty tape bin
12 SMEMA Blocks & SMEMA Connection
2 Manual Tray Feeder
2 Area CCD Camera 32mm components: Topaz-X
12 8mm feeder, 0402.2 or 4mm pitch 7" reel
12 8mm feeder, 4mm pitch 7" reel
/s/ R.P. Initials
- -----------
EQUIPMENT LEASE SCHEDULE A
Master Lease Agreement No.: M2038
Equipment Agreement No.: 900-01
LESSOR: GLOBAL VANTAGE LTD.
LESSEE: CENTENNIAL TECHNOLOGIES, INC.
Reference Date: September 29, 2000
Equipment leased (the Equipment) is described as follows:
Quantity Item Description Page 2 of 2
- --------------------------------------------------------------------------------
1 Tapefeeder storage cart
2 Lynx-in-a-Box Conveyor, 500mm, 1-Zone, Large, Including:
2 Hank Crank, inspect button, dual speed control
2 Lynx-in-a-Box Chain Conveyor, 1500mm, Large, Including:
2 Hand Crank, PCB sensor, audible/visual alarm
1 Forced Convection reflow/cure system with
1 6 Heated zones top and bottom
1 2 Cooling zones with Analogic Windows software package
1 Left-to-right transport, Heller Color
1 208 V-3 Phase Configuration
1 Edge Hold Conveyor (power adjust)
1 Automatic Lubrication System for Edge-Hold Conveyor
THIS SCHEDULE IS ATTACHED TO AND MADE A PART OF THAT MASTER LEASE AGREEMENT
REFERENCED ABOVE
LESSEE: LESSOR:
Centennial Technologies, Inc. Global Vantage Ltd.
By: /s/ Richard Pulsifer By: /s/ J. Jeffery Morris
--------------------- -----------------------
Richard Pulsifer J. Jeffery Morris
Title: CFO Title: President
Date: September 29, 2000 Date:
------------------- ---------------------