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EXHIBIT 10.2
LEASE SCHEDULE #48500-02
TO MASTER LEASE AGREEMENT (MLA)
BY AND BETWEEN FIRSTAR LEASING SERVICES CORPORATION ("LESSEE")
AND THE UNDERSIGNED LESSEE ("LESSEE")
A. LEASE TYPE: NONTAX OPERATING LEASE
B. EQUIPMENT LEASED: Lessee unconditionally accepts all of the Equipment in
the attached description.
C. TOTAL EQUIPMENT COST: $554,900.00.
D. TERM: The term of this Schedule commences on April 5, 1999, ("
Commencement Date") and expires on April 5, 2004 ("Initial Term"). Unless
sooner terminated as set forth in the MLA and at Lessor's option, this
Schedule shall be renewable as provided in Section G below in its
entirety.
E. BASE RENT: As rent for the Equipment described in this Schedule, Lessee
shall pay Lessor the sum of $8,267.07 ("Rent") per month in advance from
the Commencement Date. The first Rent payment shall be due on April 5,
1999, and the remaining Rent payments shall be due on the same day of
every month thereafter during the Initial Term of this Schedule (and any
Renewal Term).
F. LOCATION: The Equipment shall be located at 0000 X. Xxxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxx, in the County of Columbia, and shall not be removed
therefrom without the prior written consent of Lessor. In the case of
Equipment constituting motor vehicles, the Equipment shall be titled and
domiciled in the State of Wisconsin, and shall not be retitled or
domiciled in any other State without the written consent of Lessor.
G. LEASE PURCHASE, RENEWAL AND RESALE PROVISIONS.
(1) First Purchase Option
On the last date of the Initial Term of the Schedule, Lessee may
purchase for cash all (and only all) of the Equipment then covered by
the Schedule for a price equal to 40% percent of Original Equipment
Cost (as defined below) upon thirty (30) days prior written notice to
Lessor.
(2) First Resale Option
If Lessee elects not to purchase the Equipment pursuant to subsection
(a) above, Lessee has the option to sell the Equipment on terms
approved by Lessor in writing, unless Lessor, at Lessor's sole
discretion, elects to sell the Equipment. In no event shall Lessee
sell the Equipment for less than 40% percent of Original Equipment
Cost (exclusive of any sales tax and expenses of sale) without
Lessor's prior written consent, and in any event, Lessee shall only
sell the Equipment upon ten (10) business days prior written notice
to Lessor. The Net Sale Proceeds (as defined below) shall be promptly
paid to Lessor; provided that (1) if the Net Sale Proceeds exceed 40
percent of Original Equipment Cost, such excess shall be paid to
Lessee (after satisfaction of Lessee's obligations relating to the
Schedule); and (2) if the Net Sale Proceeds are less than 40 percent
of Original Equipment Cost, Lessee shall immediately pay to Lessor in
good funds the difference thereof up to a maximum of 12.3 percent of
Original Equipment Cost.
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(3) RENEWAL
If Lessee does not elect to exercise the purchase or sale options
described in subsections (a) or (b) above, then the Schedule will be
automatically renewed for a period of twelve (12) months ("First
Renewal Term") at a rental payment equal to the Fair Market Value
Rental Value of Original Equipment Cost payable monthly in advance.
In all other respects, the Schedule shall remain unchanged and in
full force and effect.
(4) ADDITIONAL TERMS AND CONDITIONS
(a) As used in this Section G: "Original Equipment Cost" shall mean
the amount paid for the Equipment by Lessor, including any
sales taxes, installation costs, delivery charges and any other
costs or expenses paid by Lessor to acquire the Equipment and
provide same to Lessee under the MLA (which for the purposes of
this Schedule is $554,900.00), and "Net Sale Proceeds" shall
mean the gross amount received from the disposition of the
Equipment (excluding any sales taxes paid), less all costs paid
by Lessor or Lessee to deinstall, store, deliver, reinstall,
test and recertify the Equipment, as well as any appraisal or
remarketing fees and expenses paid by Lessor to a third party
as to the Equipment, plus any attorneys' fees incurred by
Lessor.
(b) Lessee shall pay all taxes, fees, costs, expenses and other
charges of any kind incurred by Lessor pertaining to the
purchase or resale of the Equipment. Any sale of the Equipment
shall be on an "AS IS" AND "WHERE IS" BASIS WITH NO WARRANTIES
(EXPRESS OR IMPLIED) AS TO ANY MATTER WHATSOEVER (INCLUDING
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), EXCEPT
THAT NO SECURITY INTEREST, LIEN OR ENCUMBRANCE AGAINST SUCH
EQUIPMENT HAS BEEN CREATED BY OR THROUGH LESSOR.
(c) Lessee's ability to renew the Schedule and exercise the
purchase option described above are conditioned upon no event
of default having occurred under the MLA prior to Lessee's
payment of the amount necessary to renew the Schedule or to
purchase the Equipment described therein.
(d) For purposes of federal and state income taxation, Lessee shall
be deemed the "owner" of the Equipment and entitled to any tax
benefits associated therewith.
H. INSURANCE/STIPULATED LOSS VALUE: Lessor will provide Lessee with its
insurance requirements regarding the Equipment separately. The Stipulated
Loss Values during the Initial Term (and any Renewal Term) of this
Schedule for each unit of Equipment lost, stolen, destroyed or damaged
beyond repair ("Stipulated Loss Values") are set forth in Attachment A
hereto.
I. INCORPORATION BY REFERENCE/ORAL MODIFICATIONS: The Master Lease Agreement
(MLA) executed by Lessee is incorporated herein in its entirety, and
Lessee hereby reaffirms all of the representations and warranties
contained in said MLA. This Schedule constitutes a separate and
independent lease of property from any other Lease Schedule. If any
provisions of this Schedule conflict with any provisions of the MLA, the
provisions of this Schedule shall prevail. The parties agree this
Schedule constitutes a security agreement under Article 9 of the Uniform
Commercial Code, and Lessee grants to Lessor a security interest in the
Equipment. Lessee agrees that the MLA and this Schedule may only be
modified, rescinded or terminated upon the prior written consent of
Lessor and Lessee.
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LESSEE: PENDA CORPORATION
By:/s/Xxx X. Xxxxx
VP &CFO
(PRINT OR TYPE NAME AND TITLE)
Accepted at St. Louis Park, Minnesota, this 5th day of April, 1999.
LESSOR: FIRSTAR LEASING SERVICES
CORPORATION
By:/s/Xxxxxx X. Xxxxxxx VP/Ops. Mgr.
Title
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