[***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[***]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.***]
EXHIBIT 10.14
NON-EXCLUSIVE THIRD PARTY LESSOR AGREEMENT
THIS NON-EXCLUSIVE THIRD PARTY LESSOR AGREEMENT (the "Agreement") is
entered into this 26th day of July, 1996 by and between GLOBAL IMAGING SYSTEMS,
INC., a Deleware corporation, having its principal place of business at 00000 X.
Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000, its successors, assigns, agents,
and representatives (hereinafter collectively referred to as "XXXX") and
General Electric Capital Corporation, a New York Corporation with a place of
business at 0000 Xxxxxxxx Xxxx XX, Xxxxx Xxxxxx, Xxxx 00000, its successors,
assigns, agents and representatives (hereinafter collectively referred to as
"GE Capital").
RECITALS
X. XXXX is in the business of providing financial services to its wholly
owned subsidiaries (hereinafter individually and collectively referred to as
"GIS");
B. GE Capital is in the business of providing financing and leasing
services;
C. GE Capital's acceptance of this Agreement is a condition to GE Capital
being asked to and permitted to lease equipment which is sold by GIS;
X. XXXX and GE Capital agree that all communications relating to GIS
shall only be made to XXXX except for the communication of lease applications
and the approval thereof;
E. It is the intent of the parties hereto that GE Capital, on a
non-exclusive basis, shall provide lease financing to GIS' customers pursuant
to the directions of XXXX and shall not, in conjunction with such leases,
solicit other business from GIS customers, whose identity is a trade secret;
provided GE Capital shall have the right to solicit such customers if GE Capital
maintains a separate relationship with such customers;
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and indemnities contained herein, XXXX and GE Capital hereby agree as
follows:
AGREEMENT
1. Services Provided by GE Capital. GE Capital shall provide lease
-------------------------------
financing to GIS customers in accordance with the terms of this Agreement. It
is contemplated by the parties that the number of XXXX subsidiaries (GIS) will
increase in the future. As each such subsidiary is acquired by XXXX, said
subsidiary shall receive the benefits of this Agreement upon notice of such
acquisition from XXXX to GE Capital.
2. Documentation and Purchase.
--------------------------
A. Each Transaction shall be documented on such forms and
accompanying documents as may be provided by GE Capital from time
to time for use hereunder, or shall be in such form as may be
acceptable to GE Capital in its sole discretion. XXXX shall
forward to GE Capital photocopies of all documentation between
XXXX and a Customer relating to a Transaction prior to GE Capital
funding such Transaction.
B. GE Capital shall approve Transactions based on its own
independently determined credit criteria as then in effect,
provided that each request for approval shall include information
and documentation required by GE Capital. GE Capital shall honor
Transaction approvals for a period of ninety (90) days from the
date thereof (the "Approval Period").
C. Upon receipt of the original Transaction documentation and such
other documents as GE Capital may require, including without
limitation evidence
Page 1
of the due acceptance of the Equipment by the Customer and an
invoice showing the cost of the Equipment, GE Capital shall pay
the cost of the Equipment to XXXX (or such other party as may be
designated by XXXX from time to time). GE Capital shall have good
title to the Equipment upon its acceptance by the Customer, free
and clear of any encumbrance or security interest whatsoever
retained by XXXX.
3. Non-Recourse. Except as otherwise provided in this Agreement, all
------------
Transactions are non-recourse to XXXX and/or GIS unless specifically agreed to
in writing by the Chief Financial Officer or Chief Operating Officer of XXXX.
4. Administrative Services.
-----------------------
A. Private Label Administration. GE Capital shall xxxx, collect and
----------------------------
administer each Transaction in the name of XXXX; provided there
is no default by XXXX, the GIS, or the Customer. In the event
XXXX shall be in material default under the terms of this
Agreement or the Program is terminated by GE Capital for cause,
GE Capital, in addition to its other rights, may upon 30 days
notice to XXXX (i) deliver a copy of the Notification Letter
(attached hereto as Exhibit B and made a part hereof) to each
Customer indicating that the Transactions and the Equipment have
been assigned and sold to GE Capital (the "Notification Letter"),
and (ii) administer and collect all Transactions in the name of
GE Capital. In the event XXXX is in default under the terms of a
Transaction, and such default is not cured within forty-five
(45) days of written notice, GE Capital, in addition to its other
rights, may immediately (a) deliver the Notification Letter to
the Customer, and (b) administer and collect such Transaction in
the name of GE Capital. In the event a Customer is in default
under the terms of any Transaction, GE Capital, in addition to
its other rights, may immediately (1) deliver the Notification
Letter to the Customer, and (2) administer and collect the
Transaction(s) with such Customer in the name of GE Capital.
B. Purchase Orders. XXXX consents to the assignment of any Customer
---------------
purchase agreement or purchase order for the Equipment to GE
Capital and agrees to be bound by the terms of any such
assignment. Notwithstanding anything to the contrary in such
purchase order or purchase agreement, XXXX agrees not to retain
any security interest in the Equipment. XXXX agrees that GE
Capital shall have no obligation to pay for the Equipment
(whether or not rejected by a Customer for any reason) unless and
until (i) the Equipment conforms to the specifications, and (ii)
it is validly accepted by the Customer pursuant to the
Transaction documentation pursuant to the Transaction
documentation.
C. Books and Records. XXXX agrees that, upon GE Capital providing
-----------------
prior reasonable notice to XXXX, XX Capital may audit XXXX'x or
GIS's systems, books and records pertaining to the Transactions
during normal business hours within reason. GE Capital agrees
that, upon XXXX providing prior reasonable notice to GE Capital,
XXXX may audit GE Capital's systems, books and records pertaining
to the Transactions during normal business hours within reason.
D. Agreement to Purchase. GE Capital may without liability to XXXX
---------------------
revoke its agreement to enter into a Transaction or purchase the
Equipment if (i) GE
Page 2
Capital has not received completed documentation and/or the
Equipment is not accepted within the Approval Period or if a
Customer notifies GE Capital of its intent not to do so; or (ii)
an event occurs which would be a default by the Customer or any
guarantor under a Transaction; or (iii) XXXX has breached any
provision of this Agreement; or (iv) prior to shipping the
Equipment to the Customer, such Customer shall (a) suffer a
significant negative change in any financial or other condition
from the condition reflected in such Customer's most recent
financial statements or in any other material fact concerning the
financial situation of such Customer; (b) cease doing business as
a going concern; (c) cause or consent to any material merger,
consolidation, liquidation, divestiture or any other change in
business ownership (stock, assets, or otherwise) or structure of
such Customer; or (d) materially breach any bank covenant.
Buyouts, Upgrades and Renewals. All buyouts, upgrades and
------------------------------
renewals of Transactions shall be determined by GE Capital in
accordance with mutually agreed upon standards and terms which
shall be in writing.
E. General Administrative Services. GE Capital will provide general
-------------------------------
administrative services in connection with the Transactions,
including but not limited to credit investigation, billing and
collecting, in accordance with the business practices and upon
receipt of administrative fees (if applicable) announced by GE
Capital for the Program. GE Capital shall have the right to deal
with all Transactions and Customers in the sole exercise of its
business judgment. GE Capital agrees to use reasonable efforts to
administer the Transactions as provided in this paragraph.
F. Either party shall promptly remit to the other party any payment
(or portion thereof) received on a Transaction which such party
is not entitled to pursuant to the terms of this Agreement. XXXX
agrees that notwithstanding GE Capital's administration of any
Transaction in the name of XXXX and/or the receipt of payments
made payable to XXXX in respect of such Transactions, XXXX has no
interest in such Transaction(s) or in the payments made
thereunder.
X. XXXX hereby grants to GE Capital the right to use the name
"Global Imaging Systems, Inc." for all purposes in connection
with the Program and any Transaction.
5. Standard Rates. GE Capital may advise XXXX from time to time, in
--------------
writing, of the standard rates which shall be applicable to all Transactions
("Standard Rates"), unless a different rate for a particular Transaction has
been previously approved by GE Capital in writing. Any rate change notice by GE
Capital shall be provided to XXXX at least 45 days prior to such rate change
becoming effective. Any rate increase will become effective on the first
calendar business day of a specified month which date shall be at least 45 days
after the above-referenced notice with respect to such rate change. Such rate
changes shall only be effective with respect to applications submitted to GE
Capital after the effective date. Any rate decrease will become effective
immediately.
GE Capital shall honor all Standard Rates or special rate quotations by XXXX,
provided that completed documentation is received and the Equipment is accepted
by the Customer under the Transaction within the Approval Period.
Page 3
[*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.***]
Once each calendar month, GE Capital shall remit to XXXX [**]
6. XXXX Financing Programs. Any trademarks, service marks and names
-----------------------
properly licensed to XXXX shall be the property of XXXX (collectively
hereinafter referred to as "GISI Marks"). GE Capital has no rights whatsoever in
respect of the GISI Marks except to the extent of the license granted to GE
Capital to xxxx, collect and administer each Transaction in the name of XXXX
pursuant to Section 4(A) hereof. GE Capital shall not use the GISI Marks in any
manner except in furtherance of this Program. If GE Capital becomes aware that a
non-GIS dealer may be infringing on a XXXX Xxxx, GE Capital shall promptly
notify XXXX.
7. Lessee Charges. GE Capital shall only collect from Customers payments
--------------
which the Customer is contractually obligated to remit under the terms of the
Transaction.
8. Credit Authorizations & Transmission of Business Data. GE Capital
-----------------------------------------------------
shall maintain a toll free 800 telephone number for the transmission of leasing
customers applications for both voice applications and facsimile applications
until such time as this Agreement is terminated by either party. Such toll free
telephone number shall be provided without charge to XXXX and/or GIS. In
addition, GE Capital shall provide within 180 days of the execution of this
agreement, at its expense, modem access by XXXX to GIS to GE Capital for
purposes of transmitting applications. XXXX & GE Capital shall use commercially
reasonable efforts to develop an expanded interface beyond that discussed above
between GIS' computer systems and GE Capital's computer systems.
9. Representations, Warranties and Covenants. In respect of each
-----------------------------------------
Transaction, XXXX represents, warrants, and covenants to GE Capital, its
successors and assigns, that:
A. To the best of XXXX'x knowledge, all documents executed by the
Customer in respect of the Transaction are genuine, valid and
enforceable in accordance with their terms;
B. All documents provided to GE Capital in respect of the
Transaction are duly executed by XXXX and, to the best of XXXX'x
knowledge, the entity specified as the Customer (or guarantor, as
the case may be);
C. There are no set-offs or counter claims at law or equity which
may be effective in respect of the Transaction;
D. Neither the Transaction nor any of the signatures in respect of
the documents therewith were obtained by fraud or fraudulent
misrepresentation on the part of XXXX, GIS or any of their
respective employees;
E. There are no written or verbal side agreements related to the
Transaction between the Customer and XXXX, GIS or their
authorized representatives which may have a negative impact on
the yield or enforceability of the Transaction;
X. XXXX is the sole and absolute owner of any document assigned to
GE Capital;
G. GE Capital shall acquire marketable title to the Equipment, free
and clear of all liens, claims, security interests and
encumbrances.
Page 4
H. The Equipment has been delivered to the Customer's address
indicated in the applicable Transaction, properly installed (if
applicable) and the Equipment is in good working order, condition
and repair, conforming to the terms of the Customer's purchase
order, if any;
X. XXXX is aware of no circumstances or actions which would affect
the validity or enforceability of the Transaction;
J. All Equipment is new or remanufactured and subject to warranty,
unless specified otherwise;
X. XXXX has not received any monies which the Customer is
contractually required to remit under the terms of the
Transaction;
L. Neither XXXX nor the GIS has committed any fraudulent act or
participated in any fraudulent activity in connection with any
Transaction or any obligation hereunder,and
X. XXXX (and the GIS) shall honor the terms of all agreements
entered into with the Customer in respect of the Transaction.
N. Any breach of the aforementioned warranties and representations
will obligate GIS to cure the breach within 30 days of discovery
by XXXX OR GIS or notice by GE Capital or if unable to cure the
breach, purchase back the transaction for the Net Book Value at
the time the transaction is purchased back.
10. Indemnity
---------
X. XXXX shall indemnify and hold harmless Ge Capital and its
affiliates, subsidiaries, employees, officers and agents from any
all losses, claims by or against GE Capital, liabilities, demands
and expenses whatsoever, including reasonably attorney's fees and
costs, arising out of or in connection with any material breach
by XXXX of any representation, warranty, covenant or obligation
set forth in this Agreement, and shall, at GE Capital's request,
purchase any related Transactions hereunder which may be affected
by such breach.
B. GE Capital shall indemnify and hold harmless XXXX and its
affiliates, subsidiaries, employees, officers and agents from any
and all losses, claims by or against XXXX, liabilities, demands
and expenses whatsoever, including reasonable attorney's fees and
costs, arising out of or in connection with any material breach
by GE Capital of any representation, warranty, covenant or
obligation set forth in this Agreement.
C. All indemnities and obligations under this Agreement shall
survive any expiration or termination of this Agreement and the
expiration or termination of any Transaction.
11. Trade Secrets. Both parties acknowledge that certain information
-------------
provided by the other party from time to time may be considered confidential and
proprietary to such party including: subsidiary lists; customer lists; financing
programs; pricing information; statistical and information records derived from
customer records; customer credit information including information derived
therefrom; prospective customer lists; employee lists, office locations; list of
suppliers; copies of leases and related agreements entered into with Customer;
and policies
Page 5
and procedures (collectively, the "Confidential Information"). Confidential
Information does not include information that: (i) is now or subsequently
becomes generally available to the public through no fault or breach on the part
of the recipient; (ii) the recipient can demonstrate to have had rightfully in
its possession prior to disclosure to it; (iii) is independently developed by
the recipient without the use of any Confidential Information; (iv) the
recipient rightfully obtains from a third party who has the right to transfer or
disclose it; or (v) is required to be disclosed by a court or administrative
agency of competent jurisdiction.
Both parties agree to use good faith efforts to maintain the confidentiality of
the Confidential Information and to prevent its unauthorized dissemination both
internally and externally. Both parties acknowledge and agree that the
Confidential Information may be disclosed by the recipient to its employees or
agents who need to know such Confidential Information in furtherance of the
matters contemplated by this Agreement. Both parties agree to not publish,
disclose, or disseminate the Confidential Information for a period of ONE (1)
YEAR after receipt thereof. No other use of such Confidential Information may
occur without the prior written consent of the other party.
Both parties acknowledge that unauthorized disclosure or use of the Confidential
Information could cause irreparable harm and significant injury to the other
party which may be difficult to ascertain. Either party will have the right to
seek and obtain immediate injunctive relief for any breaches of this Agreement,
in addition to any other rights and remedies it may have.
12. Assignment. The rights and obligations of GE Capital and XXXX under
----------
this Agreement may not be assigned without the prior written consent of the
other party, which consent shall not be unreasonably withheld; provided that GE
Capital may without prior written consent (i) assign any of its rights hereunder
to another business unit, affiliate or subsidiary of GE Capital, or (ii)
syndicate or securitize Transactions from time to time. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties, their
successors, and permitted assigns.
13. Independent Contractor. Nothing contained herein shall be construed
----------------------
to constitute XXXX and GE Capital as partners, joint venturers, or as creating
the relationship of employer and employee, franchisor and franchisee, or
licensor and licensee. XXXX and GE Capital will at all times remain independent
contractors with respect to this Agreement and otherwise. GE Capital will not at
any time represent orally or in writing to anyone that it has any right, power
or authority not expressly granted by this Agreement.
14. Termination. This Agreement shall become effective as of the date set
-----------
forth herein above upon execution by GE Capital and XXXX and shall continue
until terminated by either party at any time upon sixty (60) days prior written
notice to the other party. In the event XXXX fails to provide GE Capital with
such financial statements as may be requested by GE Capital from time to time,
GE Capital reserves the right to terminate this Agreement upon written notice.
Notwithstanding the foregoing, all rights and obligations of the parties in
respect of any Transactions financed by GE Capital hereunder shall survive the
termination or expiration of this Agreement.
15. Severability. If at any time any provision of this Agreement shall be
------------
held by any tribunal to be illegal, void or unenforceable, such provision shall
be of no force and effect, and shall have no effect upon, and shall not impair,
the enforceability of any other provision of this Agreement.
16. Entire Agreement; Amendments. XXXX and GE Capital hereby acknowledge
----------------------------
and agree that this Agreement (together with all Exhibits attached hereto and
made a part hereof) contains all the agreements, warranties, understandings,
conditions, covenants, and representations made between GE Capital and XXXX, and
shall supersede all prior written or oral
Page 6
statements, agreements or understandings between the parties relating to the
subject matter of this Agreement. GE Capital and XXXX may amend this Agreement,
from time to time, provided such amendment is first memorialized in writing and
signed by each parties' duly authorized representative. No waiver of any
provision of this Agreement, nor consent to any departure by either party
therefrom, shall in any event be effective unless the same shall be in writing
and signed by a duly authorized representative of the party to be charged with
the waiver or consent, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it is given.
17. Arbitration. Any controversy or claim arising out of or relating to
-----------
this Agreement, or the breach thereof, shall be settled by arbitration in Tampa,
Florida under the then existing Commercial Arbitration Rules of the American
Arbitration Association. Any arbitration conducted pursuant to the provisions
hereof shall be conducted by a recognized independent and impartial arbitrator
mutually agreeable to XXXX and GE Capital or, if XXXX and GE Capital cannot
agree, by three arbitrators, one chosen by XXXX, one chosen by GE Capital and
the third (who shall be a recognized independent and impartial arbitrator and
who shall act as chairperson and will be compensated at a rate generally
equivalent to his or her normal billing rate or compensation) selected by the
two so chosen; provided that if either XXXX or GE Capital fails to appoint an
arbitrator within twenty (20) days of written notice by the other that it has
appointed an arbitrator, then the arbitration shall be conducted by an
arbitrator selected by the American Arbitration Association. If the arbitrators
selected by XXXX and GE Capital fail to agree on the third arbitrator, the third
arbitrator shall be selected by the American Arbitration Association. All costs
of each arbitration pursuant to this Section 17 (including, without limitation,
all fees of the arbitrator(s) and attorneys' fees), shall be borne equally by
the parties. Any determination reached or award granted pursuant to arbitration
shall be final and binding on the parties and payment shall be made as so
determined within fifteen (15) business days of the date of such award. The
judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL
RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of this 26th day of July, 1996.
GENERAL ELECTRIC CAPITAL CORP. GLOBAL IMAGING SYSTEMS, INC.
BY: /s/ Xxxxxxx X. Xxxxx BY: /s/ Xxxx Xxxxxxx
----------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxxx
--------------------------- --------------------------
Title: General Manager Title: VP
-------------------------- -------------------------
Page 7
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Global Imaging Systems, Inc. (hereinafter
referred to as "XXXX"), a Delaware corporation with a principal place of
business at 00000 X. Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000, hereby makes,
constitutes and appoints General Electric Capital Corporation ("GE Capital")
(and any employees of GE Capital designated by GE Capital from time to time) as
XXXX'x true and lawful attorney-in-fact for the purpose of executing, endorsing,
and otherwise signing for and on behalf of XXXX: (a) any and all lease
agreements, rental agreements, cost-per-copy agreements, lease-purchase
agreements, and all other documents, instruments and agreements (collectively,
the "Finance Documents) requiring execution by XXXX under the terms and
conditions of that certain Non-Exclusive Third Party Lessor Agreement, dated as
of July 26, 1996, entered into by and between XXXX and GE Capital, as amended
from time to time (the "Agreement"), (b) billing and collecting payments due and
payable by a Customer under the terms of the Finance Documents, (c) any and all
correspondence and notices which may be required from time to time between the
Customer and XXXX or GE Capital under the terms of the Agreement, (d) financing
statements filed pursuant to the Uniform Commercial Code, (e) any and all checks
or other instruments made payable to GE Capital for moneys due and payable to
XXXX or to GE Capital under the terms of the Agreement, (f) any and all
instruments, documents and agreements which may be necessary to repossess and
remarket or otherwise liquidate equipment subject to Finance Documents, and (g)
any and all other documents, instruments or agreements in respect of the
Agreement as may be determined appropriate or necessary by GE Capital from time
to time in its sole discretion.
XXXX hereby grants unto GE Capital full power and authority to act in any manner
both proper and necessary to exercise each of the foregoing powers and hereby
ratifies all that GE Capital (and any employees of GE Capital or third party
agents designated by GE Capital from time to time) shall lawfully do or cause to
be done by virtue of these presents.
This Power of Attorney may be revoked by XXXX at any time by delivering notice
of such revocation to GE Capital. This Power of Attorney shall expire
contemporaneous with the expiration or earlier termination of the Agreement.
Executed this 31st day of July, 1996.
GLOBAL IMAGING SYSTEMS, INC.
By: /s/ Xxxx Xxxxxxx
-------------------------
Name: XXXX XXXXXXX Title: VP
----------------------- --------------------
STATE OF Florida) COUNTY OF Hillsborough)
On this 31st day of July, 1996, before me Xxxxxxx Xxxxx, a notary public,
appeared personally Xxxx Xxxxxxx, personally known to me or proved to me on the
basis of satisfactory evidence to be the person who executed the Power of
Attorney set forth above as Vice President of the corporation therein named, and
acknowledged to me that such corporation executed the Power of Attorney pursuant
to authority granted in its by-laws.
By: /s/ Xxxxxxx Xxxxx Notary Public for the State of Florida
----------------------- --------
My Commission expires: 2/26, 2000 (SEAL)
Page 8
EXHIBIT B
NOTIFICATION LETTER
DATE
_____________________________
_____________________________
_____________________________
RE: Lease Agreement No.
Dated (the "Lease")
Dear Lessee:
Please be advised that Global Imaging Systems, Inc. ("XXXX") has sold and
assigned to General Electric Capital Corporation ("GE Capital") all of its
right, title and interest in and to: (1) the Lease identified above; (2) all
rights and remedies under the Lease, (3) the equipment subject to the Lease, and
(4) all payments due and to become due under the Lease.
XXXX did not transfer any of its obligations under the Lease to GE Capital. All
correspondence and questions regarding maintenance and performance of the
equipment should be directed to XXXX or the dealer which delivered and installed
the equipment. Under the terms of the Lease, you are required to remit Rent and
all other payments notwithstanding any complaint you may have against the lessor
or the dealer for service, maintenance or otherwise. Please remit all Rent and
all other payments due and to become due under the Lease to GE Capital at the
address provided by GE Capital from time to time. GE Capital will invoice you
each month for the Rent due and payable under the Lease.
Please acknowledge your receipt of this Notification Letter in the space
provided below and return a copy to GE Capital at the following address:
General Electric Capital Corporation
_____________________________
_____________________________
In the event you do not acknowledge and return this Notification Letter within
ten (10) days of the above date, GE Capital will assume you have read the
information contained herein and will remit to GE Capital all payments due and
to become due under the Lease.
Sincerely,
GLOBAL IMAGING SYSTEMS, INC.
/s/ Xxxx Xxxxxxx
--------------------------------
ACKNOWLEDGED THIS ___ DAY OF _______________, 19__.
________________________________
By: /s/ Xxxx Xxxxxxx
Name and Title:
XXXX XXXXXXX
VP
Page 9
GLOBAL IMAGING SYSTEMS INC.
LEASE AGREEMENT MODIFICATION
As discussed our dealers are adamantly against the lease renewal verbiage, of
the Lease Agreement, that states that the agreement will renew for additional
terms of 12 months each.
Therefore, we suggest that the following modification be made to Section 5 of
the Lease Agreement, on an exception basis when needed:
__ CROSS OUT THE VERBIAGE - "FOR ADDITIONAL TERMS OF TWELVE(12) MONTHS
EACH".
__ INSERT THE VERBIAGE - "ON A MONTH TO MONTH BASIS"
The sales rep and the customer will each initial the modification on the
document.
The Xxxxxx dealer group will use this verbiage as a rule and not as an
exception.
We signify our acceptance of this modification by our signatures below:
/s/ Xxxx Xxxxxxx 9-24-96 /s/ Xxxxx Xxxxxx 9/25/96
---------------------------------------- --------------------------------
Xxxx Xxxxxxx Date Xxxxx Xxxxxx Date
Global Imaging Systems Inc. GE Capital
