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EXHIBIT 10(p)(1)
MACHINE TOOLS EQUIPMENT SCHEDULE
SCHEDULE NO. 019
DATED THIS NOVEMBER 1, 1998
TO MASTER LEASE AGREEMENT
DATED AS OF AUGUST 21, 1994
LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:
GENERAL ELECTRIC CAPITAL CORPORATION AUTOCAM CORPORATION
1787 SENTRY PARKWAY/WEST 00 XXXXXX XXXX/ 0000 X. XXXXX XXXXXX
XXXX, XXXXX 000 XXXXXXXX, XX 00000
XXXX XXXX, 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, Xxxxxx
agrees to Lease to Lessee the Equipment described below (the "EQUIPMENT").
NUMBER CAPITALIZED
OF UNITS LESSOR'S COST MANUFACTURER SERIAL NUMBER MODEL AND TYPE OF EQUIPMENT
-------- ------------- ------------ ------------- ---------------------------
1 $506,358.24 Mikron KA6038M CX-24 Rotary Transfer Machine
1 $682,143.29 Mikron KA6037M CX-24 Rotary Transfer Machine
Equipment immediately listed above is located at: 0000 X. Xxxxx Xxxxxx, Xxxxxxxx, Xxxx Xxxxxx, XX 00000
B. FINANCIAL TERMS
1. Advance Rent (if any): $13,426,86
2. Capitalized Lessor's Cost: $1,188,501.53
3. Basic Term (No. of Months): 96 Months.
4. Basic Term Lease Rate Factor: 48 @ .01129730; 48 @ .0123000
5. Basic Term Commencement Date: NOVEMBER 1, 1998
6. Lessee Federal Tax ID No.: 00-0000000
7. Last Delivery Date: NOVEMBER 1, 1998
8. Daily Lease Rate Factor: 48 @ .000377; 48 @ .000410
9. First Termination Date: XXXXXX-SIX (36) months after the Basic Term
Commencement Date.
10. Interim Rent: For the period from and including the Lease Commencement Date
to but not including 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 NOT APPLICABLE.
11. Basic Term Rent. Commencing on NOVEMBER 1, 1998 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.
12. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably
authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no
more than ten percent (10%) to account for equipment change orders,
equipment returns, invoicing errors and similar matters.
Xxxxxx acknowledges and agrees that the Rent shall be adjusted as a result
of such change in the Capitalized Lessor's Cost.
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Lessor shall send Lessee a written notice stating the final Capitalized
Lessor's Cost, if different from that disclosed on this Schedule.
C. TAX BENEFITS Depreciation Deductions:
1. Depreciation method is the 200% declining balance method, switching to
straight line method for the 1st taxable year for which using the
straight line method with respect to the adjusted basis as of the
beginning of such year will yield a larger allowance.
2. Recovery Period: SEVEN (7) YEARS.
3. Basis: 100% of the Capitalized Lessor's Cost.
D. PROPERTY TAX
APPLICABLE TO EQUIPMENT LOCATED IN KENTWOOD, MI: Xxxxxx agrees that it will
not list any of such Equipment for property tax purposes or report any
property tax assessed against such Equipment until otherwise directed in
writing by Lessor. Upon receipt of any property tax bill pertaining to such
Equipment from the appropriate taxing authority, Lessor will pay such tax
and will invoice Lessee for the expense. Upon receipt of such invoice,
Xxxxxx will promptly reimburse Lessor for such expense.
Lessor may notify Lessee (and Xxxxxx agrees to follow such notification)
regarding any changes in property tax reporting and payment
responsibilities.
E. INSURANCE
1. Public Liability: At least $1,000,000 total liability per occurrence.
2. Casualty and Property Damage: An amount equal to the higher of the
Stipulated Loss Value or the full replacement cost of the Equipment.
F. 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 MIKRON CORP. (THE "SUPPLIER(S)"), (E) 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 XXXXXX
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 SECTION OF THE AGREEMENT.
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G. STIPULATED LOSS AND TERMINATION VALUE TABLE*
STIPULATION LOSS TERMINATION STIPULATION LOSS
TERMINATION VALUE VALUE VALUE
RENTAL VALUE PERCENTAGE PERCENTAGE RENTAL PERCENTAGE PERCENTAGE
------ ---------------- ---------- ------ ---------- ----------
1 100.599 103.624 49 67.691 71.966
2 100.050 103.101 50 66.774 71.075
3 99.482 102.559 51 65.851 70.178
4 98.909 102.012 52 64.922 69.275
5 98.330 101.460 53 63.986 68.365
6 97.744 100.899 54 63.045 67.451
7 97.161 100.343 55 62.100 66.531
8 96.587 99.795 56 61.149 65.607
9 96.005 99.238 57 60.194 64.677
10 95.417 98.677 58 59.232 63.742
11 94.822 98.107 59 58.265 62.801
12 94.217 97.529 60 57.293 61.855
13 93.608 96.946 61 56.314 60.902
14 92.991 96.354 62 55.331 59.945
15 92.365 95.755 63 54.342 58.982
16 91.734 95.150 64 53.347 58.013
17 91.097 94.539 65 52.345 57.036
18 90.455 93.922 66 51.337 56.055
19 89.805 93.299 67 50.325 55.069
20 89.150 92.670 68 49.307 54.077
21 88.488 92.034 69 48.284 53.081
22 87.820 91.392 70 47.255 52.077
23 87.147 90.745 71 46.220 51.068
24 86.466 90.090 72 45.180 50.054
25 85.780 89.431 73 44.133 49.033
26 85.088 88.764 74 43.081 48.007
27 84.390 88.092 75 42.023 46.975
28 83.685 87.414 76 40.959 45.937
29 82.976 86.730 77 39.887 44.891
30 82.261 86.041 78 38.811 43.842
31 81.541 85.347 79 37.731 42.788
32 80.816 84.648 80 36.647 41.730
33 80.085 83.944 81 35.559 40.668
34 79.349 83.234 82 34.464 39.598
35 78.608 82.519 83 33.364 38.525
36 77.862 81.798 84 32.260 37.447
37 77.109 81.072 85 31.149 36.362
38 76.352 80.341 86 30.034 35.273
39 75.589 79.604 87 28.914 34.179
40 74.821 78.862 88 27.787 33.078
41 74.047 78.114 89 26.653 31.970
42 73.269 77.362 90 25.520 30.863
43 72.486 76.605 91 24.388 29.757
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44 71.699 75.844 92 23.257 28.652
45 70.908 75.079 93 22.126 27.547
46 70.111 74.308 94 20.989 26.436
47 69.309 73.532 95 19.852 25.325
48 68.503 72.753 96 18.716 24.215
*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.
H. MODIFICATIONS AND ADDITIONS FOR THIS SCHEDULE ONLY
For purposes of this Schedule only, the Agreement is amended as follows:
1. The LEASING Section subsection (a) of the Lease is hereby deleted in
its entirety and the following substituted in its stead:
a) Subject to the terms and conditions set forth below, Xxxxxx agrees
to lease to Xxxxxx, and Xxxxxx agrees to lease from Lessor, the equipment
("Equipment") described in Annex A to any schedule hereto ('Schedule') or,
if applicable, to Section A of any Schedule. Terms defined in a Schedule
and not otherwise defined herein shall have the meanings ascribed to them
in such Schedule.
2. EQUIPMENT SPECIFIC PROVISIONS
RETURN PROVISIONS: In addition to the provisions provided for in the RETURN
OF EQUIPMENT Section of the Lease, and provided that Xxxxxx has elected not
to exercise its option to purchase the Equipment, Lessee shall, at its
expense:
(a) Provide to Lessor at least two hundred forty (240) days prior to the
expiration of the Lease a detailed inventory of all components of the
Equipment with consideration to the conditions set forth in the SERVICE
Section of the Lease. The inventory should include but not be limited to a
detailed listing of all items of the Equipment by both the model and serial
number for all components comprising this Agreement.
(b) Ensure that the Equipment is returned to Lessor as follows: (i) all
operating and application specific software used to control the machine
will be updated to the most current release available from the
manufacturer; (ii) all batteries for control memories must be fully
charged; (iii) any tooling and/or grinding wheels returned to Lessor at
lease termination should be identical to those on the original invoice.
(c) At least ninety (90) days prior to the expiration of the Lease: (i) and
upon receiving reasonable notice by Lessor, make the Equipment available
for operational inspections (where applicable) by potential purchasers;
(ii) cause the Manufacturer(s), or other persons expressly authorized by
the Manufacturer and/or Lessor (the "Authorized Inspector'), to inspect,
examine and test all material and workmanship to ensure the Equipment is
operating within the manufacturer's specifications; (iii) provide to Lessor
a written report from the Authorized Inspector detailing said inspection
and condition of the Equipment; (iv) if during such inspection, examination
and test, the Authorized Inspector finds any of the material or workmanship
to be defective or the equipment not operating within the manufacturer's
specifications, then Lessee shall repair or replace such defective material
and, after corrective measures are completed Lessee will provide for
another inspection of the equipment by the Authorized Inspector as outlined
above.
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(d) At least forty-five (45) days prior to the expiration of the Lease and
upon request by Lessor provide, or cause the Manufacturer(s) to provide to
Lessor, the following documents: (i) one set of service and operating
manuals including replacements and/or additions hereto, such that all
documentation is completely up to date; (ii) one set of documents detailing
equipment configuration, operating requirements, maintenance records, and
other technical data concerning the set-up and operation of the Equipment
including replacements and additions thereto, such that all documentation
is completely up to date.
(e) Provide for the deinstallation, packing and transporting of the
Equipment to include, but not limited to the following: (i) the
manufacturer's representative shall de-install all Equipment (including all
wire, cable and mounting hardware); (ii) all process fluids shall be
removed from the Equipment and disposed of in accordance with then current
waste disposal laws and regulations including regulations specified by the
Environmental Protection Agency (EPA) and related government agencies;
(iii) dismantling and handling is to be done per the original
manufacturer's specifications or normal industry accepted practices for new
machines must be followed. Any special transportation devices such as metal
skids, lifting slings, brackets, etc., which were with the machine when it
originally arrived must be used; (iv) all keys belonging to the Equipment
are to be wired together and secured to a major component of the machine;
(v) provide for transportation of the Equipment in a manner consistent with
the manufacturer's recommendations and practices to any locations within
the continental United States as Lessor shall direct, and shall have the
Equipment unloaded at such locations; (vi) obtain and pay for a policy of
transit insurance for the delivery period in an amount equal to the
replacement value of the Equipment with the Lessor named as loss payee on
all such policies of insurance; (vii) provide safe, secure storage for the
Equipment for a period of up to one hundred twenty (120) days after
expiration or early termination of the Lease at an accessible location
satisfactory to Lessor, (viii) cause all of the Equipment to be free ofany
hazardous or toxic materials, or any materials which may be regulated under
any and all applicable environmental laws, rules or regulations ('Hazardous
Substances"). Without limiting the generality of the foregoing, Lessee
represents, warrants and covenants that none of the Equipment will be
contaminated with Hazardous Substances in the form of polychlorinated
biphenyls ("PCBs") in surface concentrations greater than 10 microns/100
square centimeters, and none of the Equipment shall contain fluids having
concentrations of Hazardous Substances in the form of PCBs in excess of 1
part per million. Xxxxxx agrees to furnish to General Electric Capital
Corporation documentary evidence confirming such condition prepared by a
qualified testing laboratory satisfactory to General Electric Capital
Corporation.
(f) Provide that all Equipment will be cleaned and cosmetically acceptable
(free from all Lessee installed markings), and in such condition so that it
may be immediately installed and placed into use in a similar operating
environment.
(g) Ensure all Equipment and equipment operations confonn to all applicable
local, state, EPA, and federal laws, health and safety guidelines.
(h) Lessor has the right to attempt resale of the Equipment from Xxxxxx's
facility with the Lessee's full cooperation and assistance, for a period of
one hundred twenty (120) days from the expiration of the Lease. During this
period, the equipment must remain operational with the necessary electrical
power, lighting, heat, water, lubricating fluids, air pollution controls
and compressed air necessary to maintain and demonstrate the Equipment to
any potential buyer.
3. LEASE TERM OPTIONS
EARLY LEASE TERM OPTIONS
The Lease is amended by adding the following thereto:
EARLY PURCHASE OPTION:
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(a) Provided that the Lease has not been earlier terminated and
provided further that Lessee is not in default under the Lease or any other
agreement between Lessor and Lessee, Lessee may, UPON AT LEAST 30 DAYS BUT
NO MORE THAN 270 DAYS PRIOR WRITTEN NOTICE TO LESSOR OF LESSEE'S
IRREVOCABLE ELECTION TO EXERCISE SUCH OPTION, purchase on an AS IS BASIS
all (but not less than all) of the Equipment listed and described in this
Schedule on the rent payment date (the "Early Purchase Date') which is 84
months from the Basic Term Commencement Date for a price equal to
THIRTY-ONE AND 149/1000 percent (31.149%) of the Capitalized Lessor's Cost
(the 'FMV Early Option Price'), plus all applicable sales taxes.
Lessor and Lessee agree that the FMV Early Option Price is a reasonable
prediction of the Fair Market Value (as such term is defined in the
PURCHASE OPTION Section subsection (b) of the Lease hereof) of the
Equipment at the time the option is exercisable. Lessor and Lessee agree
that if Lessee makes any non-severable improvement to the Equipment which
increases the value of the Equipment and is not required or permitted by
the SERVICE Section or the RETURN OF EQUIPMENT Section of the Lease prior
to lease expiration, then at the time of such option being exercised,
Lessor and Lessee shall adjust the purchase price to reflect any addition
to the price anticipated to result from such improvement. (The purchase
option granted by this subsection shall be referred to herein as the "Early
Purchase Option".)
(b) If Lessee exercises its Early Purchase Option with respect to the
Equipment leased hereunder, then on the Early Purchase Option Date, Lessee
shall pay to Lessor any Rent and other sums due and unpaid on the Early
Purchase Option Date and Lessee shall pay the FMV Early Option Price, plus
all applicable sales taxes, to Lessor in cash.
I. 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
------------ ------- ------
Autocam Corporation 0000 X. Xxxxx Xxxxxx $1,074,649.30
Xxxxxxxx, XX 00000
Mikron Corp. 000 Xxxxxx Xxxxxx $113,852.23
Xxxxxx, XX 00000
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) AN EQUIPMENT LISTED ABOVE HAS BEEN
DELIVERED AND INSTALLED (IF APPLICABLE) AS OF THE DATE STATED ABOVE; (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, THE PURCHASE DOCUMENTS AND ALL
ATTENDANT DOCUMENTS.
LESSEE DOES FURTHER CERTIFY, AND LESSOR HEREBY WAIVES ANY REQUIREMENT OF
A SEPARATE CERTIFICATE OF ACCEPTANCE, THAT AS OF THE DATE HEREOF (i) LESSEE IS
NOT IN DEFAULT UNDER THE LEASE; (ii) THE REPRESENTATIONS AND WARRANTIES MADE BY
LESSEE PURSUANT TO OR UNDER THE LEASE ARE TRUE AND CORRECT ON THE DATE HEREOF
AND (iii) LESSEE HAS REVIEWED AND APPROVES OF THE PURCHASE DOCUMENTS FOR THE
EQUIPMENT, IF ANY.
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.
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IN WITNESS WHEREOF, Xxxxxx and Xxxxxx 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 AUTOCAM CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Risk Analyst Title: Chief Financial Officer
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