TO MASTER LEASE AGREEMENT
EXHIBIT 10.1
(Quasi Lease - Fixed Rate)
SCHEDULE NO. 006
DATED THIS March 18, 2002
TO MASTER LEASE AGREEMENT
DATED AS OF May 10, 2001
|
Lessor & Mailing Address: |
|
Lessee & Mailing Address: |
|
General Electric Capital Corporation |
|
Variagenics, Inc. |
|
000 Xxxxxxx 0 Xxxxx 00 |
|
60 Hamphire Street |
|
Norwalk, CT 06856 |
|
Xxxxxxxxx, XX 00000 |
This Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms not defined herein shall have the meanings assigned to them in, the Master Lease Agreement identified above (“Agreement”, said Agreement and this Schedule being collectively referred to as “Lease”). This Schedule, incorporating by reference the Agreement, constitutes a separate instrument of lease.
A. Equipment: Subject to the terms and conditions of the Lease, Lessor agrees to lease to Lessee the Equipment described below (the “Equipment”).
|
Number |
|
Capitalized |
|
Manufacturer |
|
Serial Numbers |
|
Year/Model and Type of Equipment |
|
|
|
|
|
|
|
|
|
|
SEE EXHIBIT A ATTACHED HERETO AND MADE APART HEREOF.
B. Financial Terms
|
1. |
|
Advance Rent (if any): $14,741.16. |
|
6. |
|
Lessee Federal Tax ID No.: 000000000. |
|
2. |
|
Capitalized Lessor’s Cost: $597,358.71. |
|
7. |
|
Last Delivery Date: 3/18/02. |
|
3. |
|
Basic Term (No. of Months): 48 Months. |
|
8. |
|
Daily Lease Rate Factor: .0822. |
|
4. |
|
Basic Term Lease Rate Factor: 2.467723. |
|
9. |
|
Interest Rate: 8.95% per annum. |
|
5. |
|
Basic Term Commencement Date: 4/1/02. |
|
10. |
|
Option Payment: $1.00 |
11. First Termination Date: n/a () months after the Basic Term Commencement Date.
12. Interim Rent: For the period from and including the Lease Commencement Date to the Basic Term Commencement Date (“Interim Period”), Lessee shall pay as rent (“Interim Rent”) for each unit of Equipment, the product of the Daily Lease Rate Factor times the Capitalized Lessor’s Cost of such unit times the number of days in the Interim Period. Interim Rent shall be due on 4/1/02.
13. Basic Term Rent. Commencing on 4/1/02 and on the same day of each month thereafter (each, a “Rent Payment Date”) during the Basic Term, Lessee shall pay as rent (“Basic Term Rent”) the product of the Basic Term Lease Rate Factor times the Capitalized Lessor’s Cost of all Equipment on this Schedule.
14. Lessee agrees and acknowledges that the Capitalized Lessor’s Cost of the Equipment as stated on the Schedule is equal to the fair market value of the Equipment on the date hereof.
C. Interest Rate: Interest shall accrue from the Lease Commencement Date through and including the date of termination of the Lease.
D. Property Tax
PROPERTY TAX NOT APPLICABLE ON EQUIPMENT LOCATED IN CAMBRIDGE, MA.
Lessor may notify Lessee (and Lessee agrees to follow such notification) regarding any changes in property tax reporting and payment responsibilities.
E. Article 2A Notice
IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S) SUPPLYING THE EQUIPMENT IS SEE EXHIBIT A ATTACHED HERETO AND MADE APART HEREOF FOR SUPPLIERS’ NAME. (THE “SUPPLIER(S)”), (B) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF LESSOR’S RIGHTS OR REMEDIES UNDER THE DEFAULT AND REMEDIES SECTION OF THE AGREEMENT.
F. Stipulated Loss and Termination Value Table*
|
Rental |
|
Termination |
|
Stipulated |
|
Rental |
|
Termination |
|
Stipulated |
|
|
1 |
|
100.532 |
|
104.506 |
|
25 |
|
54.979 |
|
57.483 |
|
|
2 |
|
98.792 |
|
102.704 |
|
26 |
|
52.899 |
|
55.342 |
|
|
3 |
|
97.039 |
|
100.890 |
|
27 |
|
50.803 |
|
53.185 |
|
|
4 |
|
95.272 |
|
99.062 |
|
28 |
|
48.692 |
|
51.013 |
|
|
5 |
|
93.493 |
|
97.221 |
|
29 |
|
46.565 |
|
48.824 |
|
|
6 |
|
91.700 |
|
95.367 |
|
30 |
|
44.422 |
|
46.620 |
|
|
7 |
|
89.894 |
|
93.500 |
|
31 |
|
42.264 |
|
44.400 |
|
|
8 |
|
88.074 |
|
91.619 |
|
32 |
|
40.089 |
|
42.164 |
|
|
9 |
|
86.241 |
|
89.725 |
|
33 |
|
37.898 |
|
39.912 |
|
|
10 |
|
84.394 |
|
87.817 |
|
34 |
|
35.690 |
|
37.643 |
|
|
11 |
|
82.533 |
|
85.895 |
|
35 |
|
33.466 |
|
35.358 |
|
|
12 |
|
80.659 |
|
83.959 |
|
36 |
|
31.226 |
|
33.056 |
|
|
13 |
|
78.770 |
|
82.009 |
|
37 |
|
28.969 |
|
30.738 |
|
|
14 |
|
76.868 |
|
80.045 |
|
38 |
|
26.695 |
|
28.403 |
|
|
15 |
|
74.951 |
|
78.067 |
|
39 |
|
24.404 |
|
26.051 |
|
|
16 |
|
73.020 |
|
76.075 |
|
40 |
|
22.095 |
|
23.681 |
|
|
17 |
|
71.074 |
|
74.068 |
|
41 |
|
19.770 |
|
21.295 |
|
|
18 |
|
69.114 |
|
72.047 |
|
42 |
|
17.428 |
|
18.891 |
|
|
19 |
|
67.140 |
|
70.011 |
|
43 |
|
15.067 |
|
16.469 |
|
|
20 |
|
65.150 |
|
67.961 |
|
44 |
|
12.690 |
|
14.031 |
|
|
21 |
|
63.146 |
|
65.895 |
|
45 |
|
10.294 |
|
11.574 |
|
|
22 |
|
61.127 |
|
63.815 |
|
46 |
|
7.881 |
|
9.099 |
|
|
23 |
|
59.093 |
|
61.720 |
|
47 |
|
5.450 |
|
6.607 |
|
|
24 |
|
57.044 |
|
59.609 |
|
48 |
|
3.000 |
|
4.096 |
|
*The Stipulated Loss Value or Termination Value for any unit of Equipment shall be the Capitalized Lessor’s Cost of such unit multiplied by the appropriate percentage derived from the above table. In the event that the Lease is for any reason extended, then the last percentage figure shown above shall control throughout any such extended term.
2
G. Payment Authorization
You are hereby irrevocably authorized and directed to deliver and apply the proceeds due under this Schedule as follows:
|
Company Name |
|
Address |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
Variagenics, Inc. |
|
00 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
|
$ |
582,617.55 |
|
|
General Electric Capital Corporation |
|
000 Xxxxxxx 0, Xxxxx 00, Xxxxxxx, XX 00000 |
|
$ |
14,741.16 |
|
This authorization and direction is given pursuant to the same authority authorizing the above-mentioned financing.
Pursuant to the provisions of the lease, as it relates to this Schedule, Lessee hereby certifies and warrants that (i) all Equipment listed above is in good condition and appearance, has been delivered and installed (if applicable) as of the date stated above and in working order; (ii) Lessee has inspected the Equipment, and all such testing as it deems necessary has been performed by Lessee, Supplier or the manufacturer; and (iii) Lessee accepts the Equipment for all purposes of the Lease and all attendant documents.
Lessee does further certify that as of the date hereof (i) Lessee is not in default under the Lease; and (ii) the representations and warranties made by Lessee pursuant to or under the Lease are true and correct on the date hereof.
Lessee hereby authorizes Lessor to file a financing statement and amendments thereto describing the Equipment described in this Schedule and adding any other collateral described herein and containing any other information required by the applicable Uniform Commercial Code. Further, Lessee irrevocably grants to Lessor the power to sign Lessee’s name and generally to act on behalf of Lessee to execute and file financing statements and other documents pertaining to any or all of the Equipment.
Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect to the Agreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be executed by their duly authorized representatives as of the date first above written.
|
|
LESSOR: |
|
LESSEE: |
|
||||||
|
|
General Electric Capital Corporation |
|
Variagenics, Inc. |
|
||||||
|
|
|
|
|
|||||||
|
|
By: |
/s/ XXXX XXXX |
|
By: |
/s/ Xxxxxxx X. Xxxx |
|||||
|
|
|
|
||||||||
|
|
Name: |
Xxxx Xxxx |
|
Name: |
Xxxxxxx X. Xxxx |
|||||
|
|
|
|
|
|||||||
|
|
Title: |
SVP |
|
Title: |
CHIEF FINANCIAL OFFICER |
|||||
3
Exhibit A
Schedule 06
Company Name Variagenics, Inc
Equipment Location: 00 Xxxxxxxxx xx
Xxxxxxxxx, XX 00000
|
Item# |
|
Supplier |
|
Equip |
|
Description |
|
QTY |
|
Serial # |
|
Unit |
|
Ext |
|
Invoice |
|
Vendor |
|
PO # |
|
Invoice # |
|
Inv Date |
|
Ck # |
|
Ck Amt |
|
Depreciated Amount |
|
||||||
|
1 |
|
ABI |
|
LAB |
|
7900HT SDS 96 Well 200-240V |
|
1 |
|
200325 |
|
90,000.00 |
|
90,000.00 |
|
|
|
|
|
8313 |
|
91403021 |
|
11/16/01 |
|
16649 |
|
146,298.17 |
|
|
|
||||||
|
|
|
|
|
LAB |
|
KIT, Upgrade 384 Well Cycler 7900HT |
|
1 |
|
|
|
5,000.00 |
|
5,000.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
600.00 |
|
600.00 |
|
$ |
95,600.00 |
|
$ |
95,600.00 |
|
|
|
|
|
|
|
|
|
|
|
$ |
95,600.00 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
3 |
|
BOC Gases |
|
LAB |
|
Manifold for Tissue Culture lab |
|
1 |
|
|
|
3,515.00 |
|
3,515.00 |
|
$ |
3,515.00 |
|
$ |
3,515.00 |
|
8135 |
|
350484 |
|
11/5/01 |
|
16473 |
|
3,515.00 |
|
$ |
3,515.00 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
0 |
|
Xxxxxx |
|
XXX |
|
Xxxxxx XxxXxxx XXX |
|
0 |
|
XX00000 |
|
151,194.00 |
|
151,194.00 |
|
$ |
30,238.90 |
|
|
|
7178 |
|
003483 |
|
9/28/01 |
|
14111 |
|
30,239.00 |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
90,716.70 |
|
|
|
7178 |
|
003225 |
|
6/8/01 |
|
14255 |
|
90,716.70 |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,238.90 |
|
|
|
7178 |
|
003130 |
|
4/30/01 |
|
13543 |
|
30,238.90 |
|
|
|
|||||
|
|
|
|
|
LAB |
|
Scout 384 |
|
1 |
|
|
|
25,000.00 |
|
25,000.00 |
|
$ |
25,000.00 |
|
$ |
176,194.50 |
|
|
|
1290000339 |
|
11/14/01 |
|
16656 |
|
25,000.00 |
|
$ |
164,098.94 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
5 |
|
Xxxx Zeiss MicroImaging |
|
LAB |
|
Palm Robot-Microbeam |
|
1 |
|
000611 |
|
160,638.00 |
|
160,638.00 |
|
|
|
|
|
8291 |
|
42006554 |
|
12/6/01 |
|
16817 |
|
170,155.50 |
|
|
|
||||||
|
|
|
|
LAB |
|
A-Plan 5x/.12 |
|
1 |
|
|
|
319.00 |
|
319.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
LAB |
|
Fluar 20x/.75 |
|
1 |
|
|
|
2,364.00 |
|
2,364.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
LAB |
|
Installation/Introduction |
|
1 |
|
|
|
6,120.00 |
|
6,120.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
714.50 |
|
714.50 |
|
$ |
170,155.50 |
|
$ |
170,155.50 |
|
|
|
|
|
|
|
|
|
|
|
$ |
170,155.50 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
12 |
|
MJ Research |
|
LAB |
|
DNA Engine Thermal Cycler |
|
1 |
|
EN016383 |
|
5,495.00 |
|
5,495.00 |
|
|
|
|
|
8312 |
|
203653 |
|
11/27/01 |
|
16751 |
|
7,517.00 |
|
|
|
||||||
|
|
|
|
|
LAB |
|
Alpha Engine, 96V |
|
1 |
|
AL048008 |
|
1,995.00 |
|
1,995.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
27.00 |
|
27.00 |
|
$ |
7,517.00 |
|
$ |
7,517.00 |
|
|
|
|
|
|
|
|
|
|
|
$ |
7,517.00 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
13 |
|
Optical Analysis Corp. |
|
LAB |
|
SZ6045; Stereo Body, Zoom 1.0-6.3x, Zoom Ratio 6.3:1 |
|
1 |
|
120941 |
|
1,897.00 |
|
1,897.00 |
|
|
|
|
|
8123 |
|
0213253-IN |
|
10/31/01 |
|
16402 |
|
3,477.77 |
|
|
|
||||||
|
|
|
|
|
LAB |
|
GSWH10X; GSWH 10X Eyepiece |
|
2 |
|
|
|
112.00 |
|
224.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
LAB |
|
Large Reflected Light Base |
|
1 |
|
|
|
559.00 |
|
559.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
LAB |
|
SZ-STB1;B&L Style Bonder Arm for SZ Stereos |
|
1 |
|
|
|
225.00 |
|
225.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
LAB |
|
Adapter for Large Table Stand SZ-STL |
|
1 |
|
|
|
69.00 |
|
69.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
LAB |
|
Fostec Light Source |
|
1 |
|
|
|
325.00 |
|
325.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
LAB |
|
JCR21V-150W Projector Lamp |
|
1 |
|
|
|
30.00 |
|
30.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
LAB |
|
Gooseneck, Dual, Chrome |
|
1 |
|
|
|
188.00 |
|
188.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
LAB |
|
Spot Lens |
|
2 |
|
|
|
31.00 |
|
62.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
LAB |
|
B&W Stage Plate for Stereos |
|
1 |
|
|
|
19.00 |
|
19.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
Misc |
|
Discount |
|
1 |
|
|
|
-181.40 |
|
-181.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
31.17 |
|
31.17 |
|
$ |
3,447.77 |
|
$ |
3,447.77 |
|
|
|
|
|
|
|
|
|
|
|
$ |
3,477.77 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
15 |
|
Packard Instrument |
|
LAB |
|
Multiprobe II HT EX w/computer |
|
1 |
|
|
|
150,040.00 |
|
150,040.00 |
|
$ |
150,040.00 |
|
$ |
150,040.00 |
|
7207 |
|
2040137B |
|
6/15/01 |
|
15147 |
|
150,040.00 |
|
$ |
135,036.00 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
17 |
|
VWR |
|
LAB |
|
17.2ft Freezer |
|
1 |
|
|
|
4,882.50 |
|
4,882.50 |
|
$ |
4,882.50 |
|
|
|
7875 |
|
8642473 |
|
8/24/01 |
|
14981 |
|
10,369.82 |
|
|
|
|||||
|
|
|
VWR |
|
LAB |
|
FRZR UPRT VAL 17.2ft |
|
1 |
|
x01L-549554-xl |
|
6,300.00 |
|
6,300.00 |
|
$ |
6,300.00 |
|
|
|
8026 |
|
8857350 |
|
9/19/01 |
|
15231 |
|
|
|
|
|
|||||
|
|
|
VWR |
|
LAB |
|
Primus 96 w/ High Pressure Lid |
|
1 |
|
015.0801.1358 |
|
6,776.00 |
|
6,776.00 |
|
$ |
6,776.00 |
|
$ |
17,958.50 |
|
8245 |
|
9323422 |
|
11/1/01 |
|
16779 |
|
10,192.80 |
|
$ |
17,958.50 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
FUNDING TOTAL |
|
|
|
|
|
|
|
$ |
624,427.77 |
|
$ |
624,427.77 |
|
$ |
624,427.77 |
|
|
|
|
|
|
|
|
|
|
|
$ |
597,358.71 |
|
||
|
|
|||
|
Variagenics, Inc. |
|||
|
BY: |
/s/ RPS |
|
|
|
TITLE: |
CFO |
|
|
|
|
|||
4
ANNEX B
XXXX OF SALE
FOR Five Hundred Ninety Seven Thousand Three Hundred Fifty Eight and —71/00 ($597,358.71) AND OTHER VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, VARIAGENICS, INC. (the “Seller”) does hereby sell, transfer and deliver to General Electric Capital Corporation (the “Buyer”), its successors and assigns, all of Seller’s right, title and interest in and to the following equipment (the “Equipment”):
SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF
TO HAVE AND TO HOLD the same unto the Buyer, its successors and assigns, forever.
The Seller warrants and represents that it owns (and has good and marketable title to) the Equipment free and clear of all liens and encumbrances, and has full power, right and authority to convey title thereto to the Buyer. The foregoing warranty of title shall inure to the benefit of any purchaser of the Equipment from the Buyer and to General Electric Capital Corporation which is financing the purchase of the Equipment by the Buyer.
Except for the foregoing warranty of title, the Equipment is sold, “AS-IS”, “WHERE-IS”, without warranty of merchantability or fitness.
IN WITNESS WHEREOF, the Seller has caused this Xxxx of Sale to be executed by a duly authorized officer this day of ,
|
|
VARIAGENICS, INC. |
|
|
|
|||||
|
|
(Seller) |
|
|||||||
|
|
|
|
|||||||
|
|
By: |
/s/ Xxxxxxx X. Xxxx |
|
|
|||||
|
|
|
|
|||||||
|
|
Title: |
Chief Financial Officer |
|
|
|||||
|
|
|
|
|||||||
5
(Quasi Lease - Fixed Rate)
SCHEDULE NO. 007
DATED THIS March 18, 2002
TO MASTER LEASE AGREEMENT
DATED AS OF May 10, 2001
|
Lessor & Mailing Address: |
|
Lessee & Mailing Address: |
|
|
General Electric Capital Corporation |
Variagenics, Inc. |
||
|
000 Xxxxxxx 0 Xxxxx 00 |
60 Hamphire Street |
||
|
Norwalk, CT 06856 |
Xxxxxxxxx, XX 00000 |
||
This Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms not defined herein shall have the meanings assigned to them in, the Master Lease Agreement identified above (“Agreement”, said Agreement and this Schedule being collectively referred to as “Lease”). This Schedule, incorporating by reference the Agreement, constitutes a separate instrument of lease.
A. Equipment: Subject to the terms and conditions of the Lease, Lessor agrees to lease to Lessee the Equipment described below (the “Equipment”).
|
Number |
|
Capitalized |
|
Manufacturer |
|
Serial Numbers |
|
Year/Model and Type of Equipment |
SEE EXHIBIT A ATTACHED HERETO AND MADE APART HEREOF.
B. Financial Terms
|
1. |
|
Advance Rent (if any): $3,288.10. |
|
6. |
|
Lessee Federal Tax ID No.: 000000000. |
|
2. |
|
Capitalized Lessor’s Cost: $104,696.16. |
|
7. |
|
Last Delivery Date: 3/18/02. |
|
3. |
|
Basic Term (No. of Months): 36 Months. |
|
8. |
|
Daily Lease Rate Factor: .1046. |
|
4. |
|
Basic Term Lease Rate Factor: 3.140609. |
|
9. |
|
Interest Rate: 8.64% per annum. |
|
5. |
|
Basic Term Commencement Date: 4/1/02. |
|
10. |
|
Option Payment: $1.00 |
11. First Termination Date: n/a () months after the Basic Term Commencement Date.
12. Interim Rent: For the period from and including the Lease Commencement Date to the Basic Term Commencement Date (“Interim Period”), Lessee shall pay as rent (“Interim Rent”) for each unit of Equipment, the product of the Daily Lease Rate Factor times the Capitalized Lessor’s Cost of such unit times the number of days in the Interim Period. Interim Rent shall be due on 4/1/02.
13. Basic Term Rent. Commencing on 4/1/02 and on the same day of each month thereafter (each, a “Rent Payment Date”) during the Basic Term, Lessee shall pay as rent (“Basic Term Rent”) the product of the Basic Term Lease Rate Factor times the Capitalized Lessor’s Cost of all Equipment on this Schedule.
14. Lessee agrees and acknowledges that the Capitalized Lessor’s Cost of the Equipment as stated on the Schedule is equal to the fair market value of the Equipment on the date hereof.
C. Interest Rate: Interest shall accrue from the Lease Commencement Date through and including the date of termination of the Lease.
D. Property Tax
PROPERTY TAX NOT APPLICABLE ON EQUIPMENT LOCATED IN CAMBRIDGE, MA.
Lessor may notify Lessee (and Lessee agrees to follow such notification) regarding any changes in property tax reporting and payment responsibilities.
6
E. Article 2A Notice
IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S) SUPPLYING THE EQUIPMENT IS SEE EXHIBIT A ATTACHED HERETO AND MADE APART HEREOF FOR SUPPLIERS’ NAME. (THE “SUPPLIER(S)”), (B) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF LESSOR’S RIGHTS OR REMEDIES UNDER THE DEFAULT AND REMEDIES SECTION OF THE AGREEMENT.
F. Stipulated Loss and Termination Value Table*
|
Rental Basic |
|
Termination |
|
Stipulated |
|
Rental |
|
Termination |
|
Stipulated |
|
|
1 |
|
99.859 |
|
103.824 |
|
19 |
|
53.084 |
|
55.589 |
|
|
2 |
|
97.416 |
|
101.300 |
|
20 |
|
50.304 |
|
52.728 |
|
|
3 |
|
94.955 |
|
98.758 |
|
21 |
|
47.504 |
|
49.847 |
|
|
4 |
|
92.477 |
|
96.198 |
|
22 |
|
44.684 |
|
46.946 |
|
|
5 |
|
89.980 |
|
93.621 |
|
23 |
|
41.843 |
|
44.024 |
|
|
6 |
|
87.466 |
|
91.026 |
|
24 |
|
38.982 |
|
41.082 |
|
|
7 |
|
84.934 |
|
88.412 |
|
25 |
|
36.101 |
|
38.119 |
|
|
8 |
|
82.383 |
|
85.780 |
|
26 |
|
33.198 |
|
35.136 |
|
|
9 |
|
79.814 |
|
83.130 |
|
27 |
|
30.275 |
|
32.132 |
|
|
10 |
|
77.226 |
|
80.461 |
|
28 |
|
27.331 |
|
29.107 |
|
|
11 |
|
74.620 |
|
77.774 |
|
29 |
|
24.365 |
|
26.060 |
|
|
12 |
|
71.995 |
|
75.068 |
|
30 |
|
21.379 |
|
22.992 |
|
|
13 |
|
69.351 |
|
72.343 |
|
31 |
|
18.370 |
|
19.903 |
|
|
14 |
|
66.689 |
|
69.599 |
|
32 |
|
15.340 |
|
16.792 |
|
|
15 |
|
64.006 |
|
66.836 |
|
33 |
|
12.289 |
|
13.659 |
|
|
16 |
|
61.305 |
|
64.054 |
|
34 |
|
9.215 |
|
10.504 |
|
|
17 |
|
58.584 |
|
61.252 |
|
35 |
|
6.119 |
|
7.327 |
|
|
18 |
|
55.844 |
|
58.430 |
|
36 |
|
3.001 |
|
4.128 |
|
*The Stipulated Loss Value or Termination Value for any unit of Equipment shall be the Capitalized Lessor’s Cost of such unit multiplied by the appropriate percentage derived from the above table. In the event that the Lease is for any reason extended, then the last percentage figure shown above shall control throughout any such extended term.
G. Payment Authorization
You are hereby irrevocably authorized and directed to deliver and apply the proceeds due under this Schedule as follows:
|
Company Name |
|
Address |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
Variagenics, Inc. |
|
00 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
|
$ |
101,408.06 |
|
|
General Eletric Capital Corporation |
|
000 Xxxxxxx 0, Xxxxx 00, Xxxxxxx, XX 00000 |
|
$ |
3,288.10 |
|
This authorization and direction is given pursuant to the same authority authorizing the above-mentioned financing.
7
Pursuant to the provisions of the lease, as it relates to this Schedule, Lessee hereby certifies and warrants that (i) all Equipment listed above is in good condition and appearance, has been delivered and installed (if applicable) as of the date stated above and in working order; (ii) Lessee has inspected the Equipment, and all such testing as it deems necessary has been performed by Lessee, Supplier or the manufacturer; and (iii) Lessee accepts the Equipment for all purposes of the Lease and all attendant documents.
Lessee does further certify that as of the date hereof (i) Lessee is not in default under the Lease; and (ii) the representations and warranties made by Lessee pursuant to or under the Lease are true and correct on the date hereof.
Lessee hereby authorizes Lessor to file a financing statement and amendments thereto describing the Equipment described in this Schedule and adding any other collateral described herein and containing any other information required by the applicable Uniform Commercial Code. Further, Lessee irrevocably grants to Lessor the power to sign Lessee’s name and generally to act on behalf of Lessee to execute and file financing statements and other documents pertaining to any or all of the Equipment.
Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect to the Agreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be executed by their duly authorized representatives as of the date first above written.
|
LESSOR: |
|
LESSEE: |
|
|||||
|
General Electric Capital Corporation |
|
Variagenics, Inc. |
|
|||||
|
|
|
|
|
|||||
|
By: |
/s/ Xxxx Xxxx |
|
By: |
/s/ Xxxxxxx X. Xxxx |
||||
|
|
|
|
|
|||||
|
Name: |
Xxxx Xxxx |
|
Name: |
Xxxxxxx X. Xxxx |
||||
|
|
|
|
|
|
||||
|
Title: |
SVP |
|
Title: |
CHIEF FINANCIAL OFFICER |
||||
8
Exhibit A
Schedule 07
Company Name Variagenics, Inc
Equipment Location: 00 Xxxxxxxxx xx
Xxxxxxxxx, XX 00000
|
|
|
|
|
Equip |
|
|
|
|
|
|
|
Unit |
|
Ext. |
|
Invoice |
|
Vendor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Item# |
|
Supplier |
|
|
Description |
|
QTY |
|
Serial # |
|
|
|
|
|
PO # |
|
Invoice # |
|
Inv Date |
|
CK# |
|
CK |
Depreciated |
|
|||||||||
|
2 |
|
ADTech |
|
OFC |
|
Cable |
|
1 |
|
|
|
80.00 |
|
80.00 |
|
|
|
|
|
8136 |
|
101317 |
|
11/20/01 |
|
16801 |
|
5,589.00 |
|
|
|
|||
|
|
|
|
|
OFC |
|
FS-2000 Conference technology soundman sys |
|
1 |
|
|
|
2,450.00 |
|
2,450.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
OFC |
|
PCM-1 Conference technology premier telephone interface |
|
1 |
|
|
|
1,850.00 |
|
1,850.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
SOFT |
|
Installation Labor |
|
1 |
|
|
|
880.00 |
|
880.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
SOFT |
|
General Administration |
|
1 |
|
|
|
110.00 |
|
110.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
TAX |
|
Sales tax |
|
1 |
|
|
|
219.00 |
|
219.00 |
|
$ |
5,589.00 |
|
$ |
5,589.00 |
|
|
|
|
|
|
|
|
|
|
|
$ |
5,589.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
6 |
|
CDW |
|
COMP |
|
3COM MHZ 10/100 LAN CARDBUS |
|
5 |
|
3ccfe575ct |
|
124.99 |
|
624.95 |
|
|
|
|
|
8083 |
|
EO19627 |
|
11/2/01 |
|
15196 |
|
7,916.00 |
|
|
|
|||
|
|
|
|
|
COMP |
|
OBI-IBM TP 24x-10x CDR Ultrabay 2000 |
|
5 |
|
|
|
123.99 |
|
619.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
Kingston 128 MB IBM TP 390x Series |
|
10 |
|
|
|
34.99 |
|
349.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
IMB TP A22E 6/800 15 GB 64MB w98 |
|
5 |
|
1s265525u78ff222, |
|
1,279.99 |
|
6,399.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
Aode Illustrator v9.0 |
|
1 |
|
|
|
388.70 |
|
388.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
ISI research endnote v5 |
|
1 |
|
|
|
168.98 |
|
168.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
70.36 |
|
70.36 |
|
$ |
8,622.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
3 Apple I Book Computers |
|
3 |
|
SUV1342MSLAN, |
|
1,293.61 |
|
3,880.83 |
|
|
|
|
|
8228 |
|
ES20165 |
|
11/29/01 |
|
16378 |
|
5,561.00 |
|
|
|
|||
|
|
|
|
|
COMP |
|
Simple 128MB APPLE Power book G3 2000 |
|
3 |
|
|
|
36.99 |
|
110.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
43.64 |
|
43.64 |
|
$ |
4,035.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
ADAPTEC SCSI Raid 341OS Kit |
|
1 |
|
1917400 |
|
1,029.89 |
|
1,029.89 |
|
|
|
|
|
8242 |
|
ES51109 |
|
10/31/01 |
|
16378 |
|
5,561.00 |
|
|
|
|||
|
|
|
|
|
COMP |
|
INTEL PIII 1GHz |
|
1 |
|
BX80526c1000256 |
|
299.95 |
|
299.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
21.33 |
|
21.33 |
|
$ |
1,351.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
SuperMicro ATX MBD DP3 FCPGA |
|
1 |
|
SR305829 |
|
639.45 |
|
639.45 |
|
|
|
|
|
8242 |
|
ES70926 |
|
12/1/01 |
|
16595 |
|
1,914.53 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
16.22 |
|
16.22 |
|
$ |
655.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
5.49 |
|
5.49 |
|
$ |
5.49 |
|
$ |
14,670.56 |
|
|
|
|
|
|
|
|
|
|
|
$ |
14,670.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
0 |
|
Xxxx |
|
XXXX |
|
Xxxx 0000XX, 15 inch |
|
10 |
|
|
|
399.00 |
|
3,990.00 |
|
|
|
|
|
7952 |
|
646100743 |
|
9/7/01 |
|
14874 |
|
4,299.75 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
105.00 |
|
105.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
TAX |
|
Sales Tax |
|
1 |
|
|
|
204.75 |
|
204.75 |
|
$ |
4,299.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
Celeron 900/100/128,GX50 |
|
10 |
|
|
|
629.00 |
|
6,290.00 |
|
|
|
|
|
7952 |
|
646099325 |
|
9/11/01 |
|
14934 |
|
7,602.02 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
950.00 |
|
950.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
TAX |
|
Sales Tax |
|
1 |
|
|
|
362.02 |
|
362.02 |
|
$ |
7,602.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
Dimension 8200 Series, Pentium 4 Processor at 2.0GHx |
|
1 |
|
|
|
1,747.00 |
|
1,747.00 |
|
|
|
|
|
8120 |
|
670363746 |
|
10/15/01 |
|
15263 |
|
2,217.03 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
90.00 |
|
90.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
TAX |
|
Sales Tax |
|
1 |
|
|
|
91.86 |
|
91.86 |
|
$ |
1,928.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
SOFT |
|
MOL-5.0 Open Bus. Project 200 VLIC |
|
9 |
|
|
|
329.58 |
|
2,966.22 |
|
|
|
|
|
8248 |
|
684725401 |
|
11/4/01 |
|
16382 |
|
3,493.53 |
|
|
|
|||
|
|
|
|
|
SOFT |
|
MOL-5.0 Open Bus. Visio Pro 20 02 VLIC |
|
1 |
|
|
|
356.94 |
|
356.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
SOFT |
|
MOL-5.0 Open Bus. Visio Pro 20 02 VLIC |
|
1 |
|
|
|
0.01 |
|
0.01 |
|
$ |
3,323.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
Dell PowerEdge 1550, 1GHz/133 |
|
1 |
|
C0RH111 |
|
3,033.00 |
|
3,033.00 |
|
|
|
|
|
|
|
692440597 |
|
11/26/01 |
|
16736 |
|
3,289.65 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
100.00 |
|
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
TAX |
|
Tax |
|
1 |
|
|
|
156.65 |
|
156.65 |
|
$ |
3,289.65 |
|
$ |
20,443.45 |
|
|
|
|
|
|
|
|
|
|
|
$ |
20,443.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
8 |
|
General Technics |
|
COMP |
|
IPC Case 3 Bay 1 U ATX 200W |
|
10 |
|
|
|
216.75 |
|
2,167.50 |
|
|
|
|
|
7702 |
|
26960 |
|
7/18/01 |
|
14481 |
|
16,421.22 |
|
|
|
|||
|
|
|
|
|
COMP |
|
Intell PIII FC uATX MB, Video Lan Audio |
|
10 |
|
|
|
190.00 |
|
1,900.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
Intell PIII FC 800 MHz CPU |
|
10 |
|
|
|
219.75 |
|
2,197.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
Super Copper Xxxxxx |
|
10 |
|
|
|
10.75 |
|
107.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
256mb PC133 SDRAM DIMM Memory |
|
20 |
|
|
|
68.00 |
|
1,360.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
1.44m Floppy Drive (3.5) |
|
10 |
|
|
|
24.00 |
|
240.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
63.90 |
|
63.90 |
|
$ |
8,036.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
IPC Case 3 Bay 1 U ATX 200W |
|
10 |
|
|
|
216.75 |
|
2,167.50 |
|
|
|
|
|
7621 |
|
2685 |
|
|
|
14481 |
|
16,421.22 |
|
|
|
|||
|
|
|
|
|
COMP |
|
Intell PIII FC uATX MB, Video Lan Audio |
|
10 |
|
|
|
190.00 |
|
1,900.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
Intell PIII FC 800 MHz CPU |
|
10 |
|
|
|
232.50 |
|
2,325.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
Super Copper Xxxxxx |
|
10 |
|
|
|
10.75 |
|
107.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
256mb PC133 SDRAM DIMM Memory |
|
20 |
|
|
|
79.00 |
|
1,580.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
COMP |
|
1.44m Floppy Drive (3.5) |
|
10 |
|
|
|
24.00 |
|
240.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
64.82 |
|
64.82 |
|
$ |
8,384.82 |
|
$ |
16,421.22 |
|
|
|
|
|
|
|
|
|
|
|
$ |
14,779.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
9 |
|
Image Technology |
|
COMP |
|
Print/Scan System |
|
1 |
|
023BJ003 |
|
2,995.00 |
|
2,995.00 |
|
|
|
|
|
|
|
12635A 1 |
|
9/18/01 |
|
14946 |
|
3,144.75 |
|
|
|
|||
|
|
|
|
|
TAX |
|
Tax |
|
1 |
|
|
|
149.75 |
|
149.75 |
|
$ |
3,144.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
Ricoh Fax |
|
1 |
|
430271 |
|
1,175.00 |
|
1,175.00 |
|
|
|
|
|
8418 |
|
13770A 1 |
|
12/11/01 |
|
16844 |
|
1,563.75 |
|
|
|
|||
|
|
|
|
|
TAX |
|
Tax |
|
1 |
|
|
|
58.75 |
|
58.75 |
|
$ |
1,233.75 |
|
$ |
4,378.50 |
|
|
|
|
|
|
|
|
|
|
|
$ |
4,378.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
10 |
|
Laboratory System Inc. |
|
COMP |
|
Isalnd Bench Assembly |
|
2 |
|
|
|
10,820.00 |
|
21,640.00 |
|
|
|
|
|
7818 |
|
1750 |
|
11/6/01 |
|
16443 |
|
26,510.00 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
3,788.00 |
|
3,788.00 |
|
$ |
25,428.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
6-foot fume hood assembly |
|
1 |
|
|
|
5,874.00 |
|
5,874.00 |
|
|
|
|
|
8236 |
|
1754 |
|
12/19/01 |
|
16942 |
|
6,100.00 |
|
|
|
|||
|
|
|
|
|
TAX |
|
Sales Tax |
|
1 |
|
|
|
226.00 |
|
226.00 |
|
$ |
6,100.00 |
|
$ |
31,528.00 |
|
|
|
|
|
|
|
|
|
|
|
$ |
31,528.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
11 |
|
MicroWarehouse |
|
COMP |
|
HP ScanJet Scanner |
|
1 |
|
STW143A0738 |
|
954.00 |
|
954.00 |
|
|
|
|
|
7748 |
|
P72422350001 |
|
7/26/01 |
|
14540 |
|
981.31 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
29.31 |
|
29.31 |
|
$ |
983.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
HDD SGT Barracuda 180 181.6GB |
|
4 |
|
|
|
1,549.95 |
|
6,199.80 |
|
|
|
|
|
8241 |
|
P78176770103 |
|
10/31/01 |
|
16445 |
|
6,209.79 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
9.99 |
|
9.99 |
|
$ |
6,209.79 |
|
$ |
7,193.10 |
|
|
|
|
|
|
|
|
|
|
|
$ |
7,094.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
14 |
|
P.C. Connection |
|
COMP |
|
40GB XXXX Ultra |
|
8 |
|
|
|
103.90 |
|
831.20 |
|
|
|
|
|
7921 |
|
31973532 |
|
9/4/01 |
|
14830 |
|
2,233.55 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
20.65 |
|
20.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
TAX |
|
Sales Tax |
|
1 |
|
|
|
41.56 |
|
41.56 |
|
$ |
893.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
40GB XXXX Ultra |
|
12 |
|
|
|
103.90 |
|
1,246.80 |
|
|
|
|
|
|
|
31957322 |
|
8/29/01 |
|
14830 |
|
2,233.55 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
31.00 |
|
31.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
TAX |
|
Tax |
|
1 |
|
|
|
62.34 |
|
62.34 |
|
$ |
1,340.14 |
|
$ |
2,233.55 |
|
|
|
|
|
|
|
|
|
|
|
$ |
2,233.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
16 |
|
Peak Technologies |
|
COMP |
|
Printers TLP3742ps |
|
2 |
|
47370560, |
|
542.00 |
|
1,084.00 |
|
|
|
|
|
7763 |
|
B081000161 |
|
7/27/01 |
|
14721 |
|
2,899.54 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
12.46 |
|
12.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
TAX |
|
Sales Tax |
|
1 |
|
|
|
54.20 |
|
54.20 |
|
$ |
1,150.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
COMP |
|
Printers TLP3742ps |
|
3 |
|
47370586, |
|
542.00 |
|
1,626.00 |
|
|
|
|
|
7547 |
|
B072700060 |
|
|
|
14721 |
|
2,899.54 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
41.58 |
|
41.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
TAX |
|
Sales Tax |
|
1 |
|
|
|
81.30 |
|
81.30 |
|
$ |
1,748.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Peak Technologies |
|
COMP |
|
Printers TLP3742ps |
|
2 |
|
|
|
563.00 |
|
1,126.00 |
|
|
|
|
|
8215 |
|
B110600179 |
|
11/6/01 |
|
16448 |
|
1,194.76 |
|
|
|
|||
|
|
|
|
|
FRT |
|
Shipping |
|
1 |
|
|
|
12.46 |
|
12.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
TAX |
|
Sales Tax |
|
1 |
|
|
|
56.30 |
|
56.30 |
|
$ |
1,194.76 |
|
$ |
4,094.30 |
|
|
|
|
|
|
|
|
|
|
|
$ |
3,979.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
FUNDING TOTAL |
|
|
|
|
|
|
|
|
|
$ |
106,551.68 |
|
$ |
106,551.68 |
|
|
|
|
|
|
|
|
|
|
|
$ |
104,696.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
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Variagenics, Inc. |
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BY: |
/s/ RPS |
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TITLE: |
CFO |
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9
ANNEX B
XXXX OF SALE
FOR One Hundred Four Thousand Six Hundred Ninety Six and —16/00 ($104,696.16) AND OTHER VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, VARIAGENICS, INC. (the “Seller”) does hereby sell, transfer and deliver to General Electric Capital Corporation (the “Buyer”), its successors and assigns, all of Seller’s right, title and interest in and to the following equipment (the “Equipment”):
SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF
TO HAVE AND TO HOLD the same unto the Buyer, its successors and assigns, forever.
The Seller warrants and represents that it owns (and has good and marketable title to) the Equipment free and clear of all liens and encumbrances, and has full power, right and authority to convey title thereto to the Buyer. The foregoing warranty of title shall inure to the benefit of any purchaser of the Equipment from the Buyer and to General Electric Capital Corporation which is financing the purchase of the Equipment by the Buyer.
Except for the foregoing warranty of title, the Equipment is sold, “AS-IS”, “WHERE-IS”, without warranty of merchantability or fitness.
IN WITNESS WHEREOF, the Seller has caused this Xxxx of Sale to be executed by a duly authorized officer this day of ,
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VARIAGENICS, INC. |
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(Seller) |
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By: |
/s/ Xxxxxxx X. Xxxx |
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Title: |
Chief Finanical Officer |
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10
