EXHIBIT 10.23
FINANCIAL INNOVATORS
FINOVA
FINOVA CAPITAL CORPORATION
00 XXXXXXXXX XXXXX
XXXXXXXXXX, XX 00000-0000
(000) 000-0000
MASTER LOAN AND SECURITY AGREEMENT
Master Loan and Security Agreement No. S7130 Dated July 20 , 1999
FINOVA Capital Corporation ("we," "us" or "FINOVA"), having its principal place
of business at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 is willing to
make a loan (the "Loan") to Endgate Corporation ("you" or "Borrower"), having
its principal place of business at 000 Xxxxxx Xxx, Xxxxxxxxx, XX 00000, in one
or more advances made from time to time (individually, an "Advance" and
collectively, the "Advances"), in the aggregate principal amount of up to Five
Million & 00/100 Dollars ($5,000,000.00), under the terms and conditions
contained in this Master Loan and Security Agreement (this "Master Agreement").
The entire Loan will be "cross collateralized" and secured by the collateral
(the "Collateral") described in each schedule (individually, a "Schedule" and
collectively, "Schedules") which will be executed in connection with each
Advance and the related Note (as hereinafter defined). The Collateral includes
the Equipment hereinafter described and any and all replacement parts,
additions, accessories and accessions that you may add to the Equipment, as well
as all replacements and substitutions of the Equipment and all proceeds of the
Equipment, including, without limitation, insurance proceeds. We may treat any
Schedule as a separate loan and security agreement containing all of the
provisions of this Master Agreement.
1. THE CREDIT
(A) ADVANCES. Each Advance shall be evidenced by and the specific terms
applicable thereto set forth in a Note and related Schedule. All of the Notes
and Schedules, taken together, will evidence the entire Loan. We will only make
the Loan to you if all the conditions in this Master Agreement have been met to
our satisfaction. We will rely on your representations and warranties contained
in this Master Agreement, in making the Loan. The terms of this Master Agreement
will each apply to the entire Loan.
(B) USE OF PROCEEDS. The proceeds of the Advances will be used solely to
reimburse you for your payment of the purchase price for equipment which is
reasonably satisfactory to us and which is described in the applicable Schedule
("Equipment"). If you have not yet paid for the Equipment (but the same is
otherwise satisfactory to us), the proceeds of the Advance will be paid by us
directly to the supplier (which you have chosen), to pay the purchase price of
the Equipment.
(C) NOTES. Your obligation to repay the Advance and to pay interest thereon
will be evidenced by separate secured promissory notes (individually, a "Note"
are collectively, the "Notes"). Each Note will be dated the date of the
Schedule to which the Advance evidenced by the Note is related. The related
Schedule will be deemed to be part of the Note.
(D) TERM. The term ("Term") of each Schedule (and the related Advance)
begins upon the date that we make payment for the Collateral covered under the
Schedule (the "Closing Date"). The Term continues until you fully perform all of
your obligations under this Master Agreement, each related Schedule and the
related Note(s).
(E) LOAN ACCOUNT. We will keep a loan account on our books and records for
the Loan. We will record all payments of principal and interest in the loan
account. Unless the entries in the loan account are clearly in error, the loan
account will definitively indicate the outstanding principal balance and accrued
interest on the Loan.
(F) PAYMENTS. The scheduled payments of principal and interest (the
"Payments") are indicated on and due and payable in accordance with the terms of
the applicable Note and Schedule. The Payments are payable in advance and
otherwise on the dates and in the amounts set forth on the applicable Schedule.
(G) FIRST PAYMENT AND SUBSEQUENT PAYMENTS. The first Payment under a Note
and Advance ("First Payment") is due at the beginning of its Term and shall, at
our option, either be deducted from the proceeds of the Advance or paid directly
to us by you. Subsequent Payments are due on the thirtieth (30th) day of each
successive month as set forth on the Schedule until you pay to us in full all of
the Payments and any other fees, costs, charges and expenses that you owe us.
(H) INTEREST. Prior to Maturity of an Advance, you will pay us interest on
the Advance at the interest rate indicated in the applicable Schedule (the
"Interest Rate"). "Maturity" means the scheduled maturity or any earlier date on
which we accelerate the Loan. The Payment amount indicated in the Schedule
includes interest at the applicable Interest Rate. Interest is calculated in
advance using a year of 360 days with twelve months of 30 days.
(I) INTERIM INTEREST PAYMENT. If an Advance is made on a day other than the
thirtieth (30th) or thirty-first (31st) day of a month, you will also pay to us,
together with the First Payment, interest on the Advance at the applicable
interest rate for the period from the date the Advance is made until the
twenty-ninth (29th) day of the month in which the Advance is made. If an Advance
is made on the thirty-first (31st) day of a month, you will also pay to us,
together with the First Payment, interest on the Advance at the applicable
interest rate for the period from the date the Advance is made until the
twenty-ninth (29th) day of the following month. If an Advance is made on the
thirtieth (30th) day of a month, no interim interest will be due.
(J) DEFAULT INTEREST RATE. After Maturity of the Loan or any Advance, you
will pay us interest thereon at a rate of three (3%) percent per year above the
applicable Interest Rate. This is referred to as the "Default Rate."
(K) USURY. You and we intend to obey the law. If the Interest Rate charged
would exceed the maximum legal rate, you will only have to pay the maximum legal
rate. You do not have to pay any excess interest over and above the maximum
legal rate of interest. However, if it later becomes legal for you to pay all or
part of any excess interest, you will then pay it to us upon our request.
(L) PAYMENT DETAILS. You will make all Payments due under this Master
Agreement by 12:00 P.M., Connecticut time, on the day they are due. You will
make all Payments in US Dollars (US$) in immediately available funds. We do not
have to make or give "presentment, demand, protest or notice" to get paid. You
waive "presentment, demand, protest and notice."
(M) APPLICATION OF PAYMENTS. Each Payment under this Master Agreement is to
be applied in the following order first, to any fees, costs, expenses and
charges you may owe us; second, to any interest due: and third to the principal
balance.
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(N) PREPAYMENT. You may not prepay the Loan or any Advance, in whole or in
part.
(O) NO SETOFFS. Your obligation to pay us all Payments is absolute and
unconditional. You are not excused from making the Payments, in full, for any
reason. You agree that you have no defense for failure to make the Payments and
you will not make any counterclaims or setoffs to avoid making the Payments.
2. SECURITY INTEREST
(A) You grant us a first and only lien on and security interest in the
Collateral. The Collateral secures the full and timely payment and performance
of all of your now existing or hereafter arising indebtedness, liabilities and
obligations to us, whether under this Master Agreement, the Schedules, the Notes
and any other agreement, loan or lease that you may at any time or times have
with us or otherwise (collectively, the "Obligations"). You also grant us a
security interest in any additional collateral identified in any Schedule. Any
additional collateral is considered to be "Collateral" and it secures all of the
Obligations.
(B) If we request, you will put labels supplied by us stating "PROPERTY
SUBJECT TO A SECURITY INTEREST HELD BY FINOVA CAPITAL CORPORATION" on the
Collateral where they are clearly visible.
(C) You give us permission to add to this Master Agreement or any Schedule
the serial numbers and other information about the Collateral.
(D) You give us permission to file this Master Agreement or Uniform
Commercial Code financing statements, at your expense, in order to perfect our
security interest in the Collateral. You also give us permission to sign your
name on the Uniform Commercial Code financing statements where this is permitted
by law.
(E) You will pay our costs and reasonable fees for documentation, closing,
administration and termination of this Master Agreement, the Notes and
Schedules. These fees include such items as reasonable attorneys fees and
expenses incurred in preparing this Master Agreement and all agreements,
instruments and documents executed in connection herewith, and all amendments,
supplements and waivers hereto and thereto, as well as due diligence searches
and fees for preparing and filing UCC terminations and releases. You will also
pay any filing, recording or stamp fees or taxes resulting from filing this
Master Agreement or Uniform Commercial Code financing statements.
(F) At your expense, you will defend our first priority security interest
in the Collateral against, and keep the Collateral free of, any legal process,
liens, other security interests, attachments, levies and executions. You will
give us immediate written notice of any legal process, liens, attachments,
levies or executions, and you will indemnify us against any loss that results to
us from these causes.
(G) You will notify us at least 15 days before you change the address of
your principal executive office or principal place of business. Your principal
executive office and principal place of business are set forth at the beginning
of this Master Agreement.
(H) You will promptly sign and return additional documents that we may
reasonably request in order to protect our first priority security interest in
the Collateral.
(I) Except as set forth in a Schedule, the Collateral is personal property
and will remain personal property. Except as set forth in a Schedule, you will
not incorporate it into real estate and will not do anything that will cause the
Collateral to become part of real estate or a fixture.
3. CONDITIONS OF LENDING
(A) See our Commitment Letter to you dated March 22, 1999 (the "Commitment
Letter"), which you and we consider to be a part of this Master Agreement. The
terms and conditions of the Commitment Letter continue following the making of
the first Advance including, without
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limitation, conditions to the Loan. However, if there is a conflict between the
terms and conditions of this Master Agreement, any Schedule or any Note and the
terms and conditions of the Commitment Letter, then you and we agree that the
terms and conditions of this Master Agreement, the Schedules and the Notes
control over the Commitment Letter terms and conditions.
(B) Before we disburse any proceeds of any Advance, we also require the
following:
(I) That no payment is past due to us under any other agreement, loan
or lease that you or any guarantor have with us.
(II) That you are complying with all terms of this Master Agreement,
the Schedules and the Notes and there are no defaults hereunder or thereunder.
(III) That we have received all the documents we reasonably requested,
including the signed Schedule and Note.
(IV) That there has been no material adverse change in your financial
condition, business or operations, or that of any guarantor, from the financial
condition that you or any guarantor have disclosed to us.
(V) All conditions contained in the Commitment Letter have been
satisfied.
4. REPRESENTATIONS AND WARRANTIES
You represent and warrant to us as follows:
(A) You and each guarantor are duly organized, existing and in good
standing wherever you or it are required by law to be so qualified and where the
failure to so qualify would have a material adverse effect. You and each
guarantor have full power and authority to execute, deliver and carry out the
provisions of this Master Agreement, the Schedules and the Notes and to borrow
hereunder and thereunder. This Master Agreement, the Schedules and the Notes are
validly executed and delivered by you and the guarantors and are the legal,
valid and binding obligations of you and the guarantors, each enforceable in
accordance with its terms.
(B) Neither you nor any guarantor is a defendant under any material
litigation and there are no judgments outstanding against you or any guarantor.
(C) All of the Equipment has been delivered to you and installed at the
location set forth on the Schedule and you have accepted all of the Equipment
for all purposes of this Master Agreement.
(D) You have good title to all of your assets, including, without
limitation, the Collateral, and in the case of the Collateral, free and clear of
all security interests, liens and other encumbrances, except for Permitted
Liens. Upon filing of UCC-1 financing statements in all applicable filing
offices, we will be granted a first and only perfected lien on and security
interest in all of the Collateral. There are no other security interests, liens
or encumbrances covering the Collateral, except for Permitted Liens. For
purposes of this Master Agreement, "Permitted Liens" means (i) liens for taxes,
assessments and other governmental charges or levies or the claims or demands of
landlords, carriers, warehousemen, mechanics laborers, materialmen and other
like persons arising by operation of law in the ordinary course of business for
sums which are not yet due and payable; (ii) liens to secure the payment of sums
which are not yet due and payable incurred in the ordinary course of business
with respect to workers' compensation, unemployment insurance or other social
security benefits or obligations; (iii) liens in favor of FINOVA; and (iv) liens
in favor of customs and revenue authorities arising as a matter of law to secure
payments of customs duties in connection with the importation of goods, which
liens are limited to the extent that such assets are in the possession of
customs authorities.
(E) You have supplied us with information about the Collateral. You premise
to us that the amount of our Advance as to each item of Equipment is no more
than the fair and usual price for this kind of Equipment, taking into
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account any discounts, rebates and allowances that you or any affiliate of
yours may have been given for the Equipment.
(F) The Collateral is located at the premises set forth on the Schedule.
(G) All financial information and other information that you or any
guarantor have given us is true and complete as of the date given. You or any
guarantor have not failed to tell us anything that would make the financial
information not misleading. There has been no material adverse change in your
financial condition, business or operations, or the financial condition of any
guarantor, from the financial condition that you disclosed to us.
(H) To your knowledge, you have complied with all "environmental laws" and
will continue to comply with all "environmental laws. No "hazardous substances"
are used, generated, treated, stored or disposed of by you or at your properties
except in compliance with all environmental laws. "Environmental laws" mean all
federal, state or local environmental laws and regulations, including the
following laws: CERCLA, RCRA, Hazardous Materials Transport Act and The Federal
Water Pollution Control Act. "Hazardous substances" means all hazardous or toxic
wastes, materials or substances, as defined in the environmental laws, as well
as oil, flammable substances, asbestos that is or could become friable, urea
formaldehyde insulation, polychlorinated biphenyls and radon gas.
5. COVENANTS
You agree to do the following things (or not to do the following things if so
stated) until full payment of all amounts due to us under this Master Agreement
the Schedules and the Notes:
(A) CARE, USE, LOCATION, TRANSFER, ENCUMBRANCE AND ALTERATION OF THE
COLLATERAL.
(i) You will make sure that the Collateral is maintained in good
operating condition, and that it is serviced, repaired and overhauled when this
is necessary to keep the Collateral in good operating condition. All maintenance
must be done according to the Supplier's or Manufacturer's requirements or
recommendations. All maintenance must also comply with any legal or regulatory
requirements.
(ii) You will maintain service logs for the Collateral, if applicable,
and permit us or our agents to inspect the Collateral, the service logs and
service reports upon prior notice to you (except in a case of an event of
default, in which case no notice is due). You give us and our agents permission
to make copies of the service logs and service reports.
(iii) We will give you prior notice if we, or our agents, want to
inspect the Collateral or the service logs or service reports. We may inspect it
during regular business hours and not more than once a year unless an Event of
Default has occurred and is continuing. If we find during an inspection that you
are not complying with this Master Agreement or if you are otherwise in default
under this Master Agreement, you (and not us) will pay our reasonable travel,
meals and lodging costs, our salary costs, and our costs and fees and those of
our agents for reinspection. You will promptly cure any problems with the
Collateral that are discovered during our inspections.
(iv) You will use the Collateral only for business purposes. You will
obey all legal and regulatory requirements in your use of the Collateral.
(v) You will make all additions, modifications and improvements to the
Collateral that are required by law or government regulation. Otherwise, you
will not alter the Collateral without our written permission. You will replace
all worn, lost, stolen or destroyed parts of the Collateral with replacement
parts that are as good or better than the original parts. The new parts will
become subject to our security interest upon replacement.
(vi) You will not remove the Collateral from the location indicated in
the Schedule provided, however, that you may move the Collateral presently
located at such location to
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another location located in the continental United States, but if and
only if (a) you shall have given us not less than thirty (30) days prior written
notice of the actual move and a list of all Collateral being so moved, (b) there
is then no default hereunder, (c) if the new location is leased, prior to such
move, we shall have received a Landlord Waiver to be in form and substance
satisfactory to us, (d) we shall have been granted a first perfected lien and
security interest on such moved Collateral and there shall be no other liens
covering such Collateral (other than Permitted Liens), (e) you shall have
executed and delivered to us all such agreements, instruments and documents
reasonably requested by us in connection therewith, and (f) we shall have
received satisfactory results of all due diligence searches (including, without
limitation, environmental audits).
(vii) You have and will have good and merchantable title to all of the
Collateral.
(viii) You will not convey, assign, sell, mortgage, transfer, encumber,
pledge, hypothecate, grant a security interest in, grant options with respect
to, lease or otherwise dispose of all or any part of any interest whatsoever in
or to any or all of the Collateral, or any interest therein, except for
Permitted Liens.
(B) YEAR 2000 COMPLIANT.
You represent, warrant and agree to take all action necessary, including, but
not limited to, due inquiry and due diligence with critical business partners to
assure that there will be no material adverse change to your business by reason
of the advent of the year 2000, including, without limitation, that all
computer-based systems, embedded microchips and other processing capabilities
effectively recognize and process all dates before and after December 31, 1999
("Y2K Compliant"). At our request, you shall provide to us assurance reasonably
acceptable to us that your computer-based systems, embedded microchips and other
processing capabilities are Y2K Compliant.
(C) RISK OF LOSS
(i) You have the complete risk of loss or damage to the Collateral.
Loss or damage to the Collateral will not relieve you of your obligation to make
the Payments.
(ii) If any Collateral is lost or damaged, you have two choices
although if you are in default under this Master Agreement, we and not you will
have the two options. The choices are:
(A) Repair or replace the damaged or lost Collateral so that, once
again, the Collateral is in good operating condition and we have a perfected
first priority security interest in it.
(B) Pay us the present value (as of the date of payment) of the
remaining Payments. We will calculate the present value using a discount rate of
five (5%) percent per year. Once you have paid us this amount and any other
amount that you may owe us, we will release our security interest in the damaged
or lost Collateral and you (or your insurer) may keep the Collateral for salvage
purposes, on an "AS IS, WHERE IS" basis and without any representation or
warranty whatsoever.
(D) INSURANCE.
(i) Until you have made all Payments to us under this Master Agreement,
the Schedules and the Notes and all Obligations have been satisfied in full, you
will keep the Collateral insured. The amount of insurance, the coverage, and the
insurance company must comply with the requirements of a letter dated May 14,
1999 from our Risk Management Department to you be.
(ii) If you do not provide us with written evidence of insurance that
complies with such requirements,, we may buy the insurance ourselves, at your
expense. You will promptly pay us the cost of this insurance. We have no
obligation to purchase any insurance. Any insurance that we purchase will be our
insurance, and not yours, and we may insure the Collateral beyond the date of
satisfaction of the Obligations.
(iii) Insurance proceeds may be used to repair or replace damaged or
lost Collateral or to
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pay us the present value of the Payments, as provided above.
(iv) You appoint us as your "attorney-in-fact" to make claims under
the insurance policies, to receive payments under the insurance policies, and to
endorse your name on all documents, checks or drafts relating to insurance
claims for Collateral.
(e) TAXES.
(i) You will pay all sales, use, excise, stamp, documentary and ad
valorum taxes, license, recording and registration fees, assessments, fines,
penalties and similar charges imposed on the ownership, possession, use, lease
or rental of the Collateral or on the Loan.
(ii) You will pay all taxes (other than our federal or state net
income taxes) imposed on you or on us regarding the Payments.
(iii)At the same time you deliver the financial statements described
in paragraph 5(f)(ii)(A), you will also provide us with a certificate of your
chief financial officer stating that no default exists, or, if he cannot certify
this because a default does exist, he must specify in reasonable detail the
nature of the default.
(iii)You will reimburse us for any of these taxes that we pay or
advance.
(iv) You will file and pay for any personal property taxes on the
Collateral.
(F) INFORMATION SUPPLIED BY YOU AND ANY GUARANTOR.
(i) During the Term you will promptly provide us with copies of any
current, quarterly and annual reports and all proxy (or information) statements
you or any guarantor file with the Securities and Exchange Commission ("SEC").
(ii) You and any guarantor will also provide us with the following
financial statements:
(A) Quarterly balance sheet and statements of earnings and cash flow
- within 45 days after the end of your first three fiscal quarters in each
fiscal year. These will be certified by the chief financial officer.
(B) Annual balance sheet and statements of earnings and cash flow
within 90 days after the end of each fiscal year. These will be audited by
independent auditors reasonably acceptable to us. Their audit report must be
unqualified.
All financial statements will be prepared according to generally accepted
accounting principles, consistently applied. All financial statements and SEC
filings that you or any guarantor provide us will be true and complete. They
will not fail to tell us anything that would make them not misleading.
(iii)At the same time you deliver the financial statements described
in paragraph 5(f)(ii)(A), you will also provide us with a certificate of your
chief financial officer stating that no default exists, or, if he cannot certify
this because a default does exist, he must specify in reasonable detail the
nature of the default.
(iv) The audited financial statements described in paragraph
5(f)(ii)(B), must be accompanied by a certificate of such independent auditor
stating that no default exists, or, if it cannot certify this because a default
does exist, it must specify in reasonable detail the nature of the default.
6. DEFAULTS
A) DEFAULTS. You are in default if any of the following happens:
(i) You do not pay us, within 5 days of when it is due, any Payment
or other payment that you owe us under this Master Agreement, any Schedule or
any Note or that you owe under any other agreement, loan, lease or other
financial arrangement that you have with us.
(ii) Any of the financial information that you give us is not true and
complete as of the date it is given, or you fail to tell us anything that would
make the financial information not misleading.
(iii)You do something you are not permitted to do, or you fail to do
anything that is required of you, under this Master Agreement, any Schedule or
any other lease, loan or other financial arrangement that you have with us.
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(iv) An event of default occurs for any other lease, loan or
obligation of yours (or any guarantor) that exceeds $100,000 in the aggregate.
(v) You or any guarantor file bankruptcy, or involuntary bankruptcy
is filed against you or any guarantor and such involuntary bankruptcy is not
dismissed within sixty (60) days.
(vi) You or any guarantor are subject to any other insolvency
proceeding other than bankruptcy (for example, a receivership action or an
assignment for the benefit of creditors) and such proceeding that is involuntary
is not dismissed within sixty (60) days.
(vii) Without our permission, which permission shall not be
unreasonably withheld, you or any guarantor sell all or a substantial part of
its assets, merge or consolidate, or a majority of your voting stock or
interests (or any guarantor's voting stock or interests) is transferred.
(viii)There is a material adverse change in your financial condition,
business or operations, or that of any guarantor.
(B) REMEDIES, DEFAULT INTEREST, LATE FEES.
If you are in default and the default is continuing, we may exercise
one or more of our "remedies." Each of our remedies is independent. We may
exercise any of our remedies, all of our remedies or none of our remedies. We
may exercise them in any order we choose. Our exercise of any remedy will not
prevent us from exercising any other remedy or be an "election of remedies. If
we do not exercise a remedy, or if we delay in exercising a remedy, this does
not mean that we are forgiving your default or that we are going up our right to
exercise the remedy. Our remedies allow us to do one or more of the following:
(i) "Accelerate" the Loan balance under any or all Notes. This means
that we may require you to immediately pay us the entire outstanding principal
balance of the entire Loan.
(ii) Require you to immediately pay us all amounts that you are
required to pay us for the entire Term of any other agreements, loans, leases or
financial arrangements that you have with us.
(iii)Xxx you for the entire outstanding principal balance of the Loan
and all other amounts you owe us (including, without limitation, all accrued and
unpaid interest, including interest at the Default Rate), outstanding fees,
costs, expenses and charges, plus all prepayment premiums.
(iv) Require you at your expense to assemble the Collateral at a
location we request in the State of California
(v) Exercise any remedy under the Uniform Commercial Code or
otherwise permitted by law including to the extent permitted retaking and
removing the Collateral. If required, we may disconnect and separate the
Collateral from your other property. You will not be entitled to any damages
resulting from removal or repossession of the Collateral. We may use, ship,
store, repair or lease any Collateral that we repossess. We may sell any
repossessed Collateral at private or public sale. You give us permission to show
the Collateral to buyers at your location free of charge during normal business
hours. If we do this, we do not have to remove the Collateral from your
location. If we repossess the Collateral and sell it, we will give you credit
for the net sale price, after subtracting our costs of repossessing and selling
the Collateral. If we rent the Collateral to somebody else, we will give you
credit for the net rent received, after subtracting our costs of repossessing
and renting the Collateral, but the credit will be discounted to present value
using a discount rate equal to the Default Rate. The credit will be applied
against what you owe us under this Master Agreement, the Schedules, the Notes
and any other agreements, loans, leases and other financial arrangements that
you have with us. If the credit exceeds the amount you owe under this Master
Agreement, the Schedule, the Notes and any other agreements, loans, leases or
financial arrangements that you have with us, we will refund the amount of the
excess to you.
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(vi) We will have all of our rights and remedies under this Master
Agreement, the Notes, the Schedules and all agreements, instruments and
documents executed in connection herewith and therewith and all of our rights
and remedies under applicable law, whether as a secured party or otherwise.
(vii)Return conditions:
(A) Following a default, at our request you will return the
Collateral, freight and insurance prepaid by you, to us at a location we request
in the State of California. It will be returned in good operating condition, as
required by Section 5 above. The Collateral will not be subject to any liens
when it is returned.
(B) You will pack or crate the Collateral for shipping in the
original containers, or comparable ones. You will do this carefully and follow
all recommendations of the Supplier and the Manufacturer as to packing or
crating.
(C) You will also return to us the plans, specifications, operating
manuals, software, documentation, discs, warranties and other documents
furnished by the Manufacturer or Supplier. You will also return to us all
service logs and service reports, as well as all written materials that you may
have concerning the maintenance and operation of the Collateral.
(D) At our request, you will provide us with up to 60 days free
storage of the Collateral at your location, and will let us (or our agent) have
access to the Collateral in order to inspect it, display it to others for
purchase and sell it.
(E) You will pay us what it costs us to repair the Collateral if you
do not return it in the required condition.
(viii)You will also pay us the following:
(A) All our expenses of enforcing our remedies. This includes all our
expenses to repossess, store, ship, repair and sell the Collateral.
(B) Our reasonable attorney's fees and expenses.
(C) Default interest on everything you owe us from the date of your
default to the date on which we are paid in full at the Default Rate.
(D) A premium in the amount of five percent (5%) of the outstanding
principal balance of the Loan.
(ix) So long as you are not accruing interest at the Default Interest
Rate, you will pay us a late fee whenever you pay any amount that you owe us
more than ten (10) days after it is due. You will pay the late fee within one
month after the late Payment was originally due. The late fee will be five (5%)
percent of the late Payment. If this exceeds the highest legal amount we can
charge you, you will only be required to pay the highest legal amount. The late
fee is intended to reimburse us for our collection costs that are caused by late
Payment. Subject to the first sentence of this paragraph, it is charged in
addition to all other amounts you are required to pay us, including Default
Interest.
(x) You realize that the damages we could suffer as a result of your
default are very uncertain. This is why we have agreed with you in advance on
the Default Rate to be used in calculating the payments you will paying us if
you default. You agree that, for these reasons, the payments you will owe us if
you default are "agreed" or "liquidated" damages. You understand that these
payments are not "penalties" or "forfeitures."
7. IF YOU DO NOT PERFORMING YOUR OBLIGATIONS
If you do not perform one or more of your obligations under this Master
Agreement or a Schedule or Note, we may perform it for you. We will notify you
in writing at least ten (10) days before we do this. We do not have to perform
any of your obligations for you. If we do choose to perform them, you will pay
us all your expenses to perform the obligations. You will also reimburse us for
any money that we advance to perform your obligations, together with interest at
9
the Default Rate on that amount. These will be additional "Payments" that you
will owe us and you will pay them at the same time that your next Payment is
due.
8. INDEMNITY
(a) You will indemnify us, defend us and hold us harmless from and against
any and all claims, expenses and attorney's fees concerning or arising from the
Collateral, this Master Agreement, any Schedule or Note, or your breach of any
representation, warranty or covenant. It includes, without limitation, any
claims, losses or charges concerning, arising out of or in connection with the
manufacture, selection, delivery, possession, use, operation or return of the
Collateral and any claims, losses or damages concerning, arising out of or in
connection with this Master Agreement, any Schedule or the Notes.
(b) This obligation of yours to indemnify us continues even after the Term
is over.
9. MISCELLANEOUS
(A) ASSIGNMENT.
WE MAY ASSIGN OR GRANT A SECURITY INTEREST IN THIS MASTER AGREEMENT, ANY
SCHEDULE, ANY NOTE OR ANY PAYMENTS WITHOUT YOUR PERMISSION. THE PERSON TO WHOM
WE ASSIGN IS CALLED THE "ASSIGNEE." THE ASSIGNEE WILL NOT HAVE ANY OF OUR
OBLIGATIONS UNDER THIS MASTER AGREEMENT. YOU WILL NOT BE ABLE TO RAISE ANY
DEFENSE, COUNTERCLAIM OR OFFSET AGAINST THE ASSIGNEE. NOTWITHSTANDING ANY SUCH
ASSIGNMENT OR GRANTING OF A SECURITY INTEREST, WE WILL CONTINUE TO BE LIABLE
FOR ALL OF OUR OBLIGATIONS LENDER THIS MASTER AGREEMENT.
UNLESS YOU RECEIVE OUR WRITTEN PERMISSION, YOU MAY NOT ASSIGN OR TRANSFER YOUR
RIGHTS UNDER THIS YOU MASTER AGREEMENT OR ANY SCHEDULE. YOU ALSO ARE NOT ALLOWED
TO LEASE OR RENT THE COLLATERAL OR LET ANYBODY ELSE USE IT UNLESS WE GIVE YOU
OUR WRITTEN PERMISSION.
(B) ACCEPTANCE BY FINOVA, GOVERNING LAW, JURISDICTION, VENUE, SERVICE OF
PROCESS, WAIVER OF JURY TRIAL.
THIS MASTER AGREEMENT WILL ONLY BE BINDING WHEN WE HAVE ACCEPTED IT IN WRITING.
THIS MASTER AGREEMENT IS GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF
ARIZONA (NOT INCLUDING THE "CHOICE OF LAW" DOCTRINE), THE STATE IN WHICH OUR
OFFICE IS LOCATED IN WHICH FINAL APPROVAL OF THE TERMS OR CONDITIONS OF THIS
MASTER AGREEMENT OCCURRED AND FROM WHICH DISBURSEMENT OF THE LOAN PROCEEDS WILL
BE ORDERED. HOWEVER, IF THIS MASTER AGREEMENT IS UNENFORCEABLE UNDER ARIZONA
LAW, IT WILL INSTEAD BE GOVERNED BY THE LAWS OF THE STATE IN WHICH THE
COLLATERAL IS LOCATED.
YOU MAY ONLY XXX US IN A FEDERAL OR STATE COURT THAT IS LOCATED IN XXXXXX
COUNTY, ARIZONA. THIS APPLIES TO ALL LAWSUITS UNDER ALL LEGAL THEORIES,
INCLUDING CONTRACT, TORT AND STRICT LIABILITY. YOU CONSENT TO THE PERSONAL
JURISDICTION OF THESE ARIZONA COURTS. YOU WILL NOT CLAIM THAT MARICOPA COUNTY,
ARIZONA, IS AN "INCONVENIENT FORUM" OR THAT IT IS NOT A PROPER "VENUE."
WE MAY XXX YOU IN ANY COURT THAT HAS JURISDICTION. WE MAY SERVE YOU WITH PROCESS
IN A LAWSUIT BY CERTIFIED MAIL. RETURN RECEIPT REQUESTED, TO YOUR ADDRESS
INDICATED AFTER YOUR SIGNATURE BELOW.
10
YOU AND WE EACH WAIVE ANY RIGHT YOU OR WE MAY HAVE TO A JURY TRIAL IN ANY
LAWSUIT BETWEEN YOU AND US.
(C) NOTICES. Your address for notices is your address set forth below your
name on the signature page of this Master Agreement. We may give you written
notice in person, by mail, by overnight delivery service, or by fax. Mail notice
will be effective three (3) days after we deposit it with the U.S. Postal
Service. Overnight delivery notice requires a receipt and tracking number. Fax
notice requires a receipt from the sending machine showing that it has been sent
to your fax number and received.
Our address for notices is our address set forth below our name on the signature
page of this Master Agreement, with Attention: Director, Contract
Administration. You will also give copies of all notices to us at our principal
place of business at the address set forth in the opening paragraph of this
Master Agreement, with attention to Vice President, Law Department. You may give
us notice the same way that we may give you notice.
(D) GENERAL
This Master Agreement benefits our successors and assigns. This Master Agreement
benefits only those successors and assigns of yours that we have approved in
writing.
This Master Agreement binds your successors and assigns. This Master Agreement
binds only those successors and assigns of ours that clearly assume our
obligations in writing.
TIME IS OF THE ESSENCE OF THIS MASTER AGREEMENT
This Master Agreement, all of the Schedules and the Notes and the Commitment
Letter are together the entire agreement between you and us concerning the
Collateral.
Only an employee of FINOVA who is authorized by corporate resolution or policy
may modify or amend this Master Agreement or any Schedule or Note on our behalf,
and this must be in writing. Only he or she may give up any of our rights, and
this must be in writing. If more than one person is the Borrower under this
Master Agreement, then each of you is jointly and severally liable for your
obligations under this Master Agreement and all Schedules and Notes.
This Master Agreement is only for your benefit and for our benefit, as well as
our successors and assigns. It is not intended to benefit any other person.
If any provision in this Master Agreement is unenforceable, then that provision
must be deleted. Only unenforceable provisions are to be deleted. The rest of
this Master Agreement will remain as written.
We may make press releases and publish a tombstone announcing this transaction
and its total amount. You may publicize this transaction with our prior written
consent, which consent will not be unreasonably withheld.
LENDER: BORROWER:
FINOVA CAPITAL CORPORATION ENDGATE CORPORATION
00 XXXXXXXXX XXXXX 000 XXXXXX XXX
XXXXXXXXXX, XX 00000-0000 XXXXXXXXX, XX 00000
BY: By: /S/ XXXXXX X. XXXXXX, XX.
--------------------------------- --------------------------------
PRINTED NAME: PRINTED NAME: XXXXXX X. XXXXXX, XX.
----------------------- ----------------------
TITLE: TITLE: PRESIDENT & CEO
------------------------------ -----------------------------
11
PROMISSORY NOTE
NO. 01
$446,792.08
------------------------------, -----
ENDGATE CORPORATION, a Delaware corporation, ("you"), promise to pay to the
order of FINOVA CAPITAL CORPORATION ("we," "us" or "FINOVA" ) the principal
amount of FOUR HUNDRED FORTY-SIX THOUSAND SEVEN HUNDRED NINETY-TWO AND 08/00
Dollars ($446,792.08), together with interest on the unpaid principal balance at
the interest rate per annum and on the dates and as otherwise provided in the
"Master Agreement" and "Schedule" referred to below.
If the interest rate charged would exceed the maximum legal rate, you will only
have to pay the maximum legal rate. You do not have to pay any excess interest
over and above the maximum legal rate of interest. However, if it later becomes
legal for you to pay all or part of any excess interest, you will then pay it to
us upon our request.
You will make all payments in US Dollars at our offices at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000-0000, or to another address that we request in
writing. All payments will be made, in immediately available funds.
This Note is executed in connection with a Master Loan and Security Agreement
dated July 20, 1999 (the "Master Agreement"), between you and us. This Note is
one of the Notes referred to in the Master Agreement, is secured as provided
therein, and by all collateral set forth on Exhibit A to the attached Schedule
(the "Schedule"), dated the same date as this Note and made a part hereof, and
is entitled to all of the benefits of the Master Agreement. This Note may not be
prepaid in whole or in part. All of the terms contained in the Schedule are
incorporated in full herein as if set forth in its entirety. This Note may be
accelerated by us upon a payment default or upon another default under the
Master Agreement or any agreement, instrument or document executed in connection
herewith or therewith.
TIME IS OF THE ESSENCE.
So long as you are not accruing interest at the Default Interest Rate, if you do
not make a payment within ten (10) days after the date it is due, you will also
pay us a late charge of five percent (5%) of the amount past due. Your interest
rate will be increased by three percent (3%) per annum ("Default Rate"), over
and above your regular interest rate if payment is not made at the scheduled or
accelerated maturity of this Note. You will also pay all of our costs of
collection, including our reasonable attorney's fees and expenses. If we
accelerate this Note, you will also owe us a premium in the amount of five
percent (5%) of the outstanding principal balance of this Note.
You waive diligence, presentment, formalities of demand, protest or notice of
nonpayment or dishonor or any other notice as to this Note.
THIS NOTE IS GOVERNED BY THE SUBSTANTIVE LAWS (AND NOT THE CONFLICT OF LAWS
PROVISIONS) OF THE STATE OF ARIZONA, THE STATE IN WHICH OUR OFFICE IS LOCATED IN
AND FROM WHICH FINAL APPROVAL OF THE TERMS AND CONDITIONS OF THIS NOTE OCCURRED
AND FROM WHICH DISBURSEMENT OF THE LOAN PROCEEDS WAS ORDERED. YOU CONSENT TO THE
JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF ARIZONA. YOU
WAIVE TRIAL BY JURY.
You represent to us that the proceeds of the Loan evidenced by this Note are
being used to finance (or refinance) your purchase of the Collateral described
in the Schedule, and that the Collateral will only be used for business
purposes.
ENDGATE CORPORATION ATTEST:
By: /S/ XXXXXX X. XXXXXX, XX.
-------------------------------------
Name: XXXXXX X. XXXXXX, XX.
-----------------------------------
Title: XXXXXX X. XXXXXX, XX.
------------------------------
2
SCHEDULE NO. 01 TO PROMISSORY NOTE NO. 01 AND
MASTER LOAN AND SECURITY AGREEMENT
Schedule No. 01, dated July 20, 1999, (this "Schedule") to PROMISSORY NOTE NO.
01 and MASTER LOAN AND SECURITY AGREEMENT dated as of July 20, 1999 (the "Master
Agreement") between ENDGATE CORPORATION, a Delaware corporation, with its
executive office and principal place of business at 000 Xxxxxx Xxx, Xxxxxxxxx,
XX 00000 ("you"); and FINOVA CAPITAL CORPORATION, a Delaware corporation, with
its executive office and principal place of business at 0000 Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxx 00000 ("we," "us", or "FINOVA").
1. OBLIGATION TO PAY. You are presently borrowing FOUR HUNDRED FORTY-SIX
THOUSAND SEVEN HUNDRED NINETY-TWO AND AND 08/100 Dollars ($446,792.08) from us.
This borrowing is evidenced by your promissory note dated the same date as this
Schedule in the amount of FOUR HUNDRED FORTY-SIX THOUSAND SEVEN HUNDRED
NINETY-TWO AND 08/100 Dollars ($446,792.08) (the "Note") to which this Schedule
is attached and made a part thereof.
2. PAYMENTS (SUBJECT TO ADJUSTMENT IN PARAGRAPH 3). You will repay the
Loan, together with interest at the interest rate described below, in
forty-three (43) consecutive monthly payments of principal and interest as
follows: Forty-two (42) consecutive monthly payments of principal and interest,
each in the amount of $11,795.31, followed by one (1) final monthly payment of
principal and interest in the amount $67,018.81 (the "Final Payment"). These
payments will be adjusted two (2) business days prior to the date we make the
Loan to you as set forth in Paragraph 3.
The first (1st) and forty-second (42nd) monthly payment of principal and
interest ("First Payment") will be due on the date that we make the Loan to you.
Subsequent payments of principal and interest are due and payable on the
thirtieth (30th) day of each and every month thereafter through and including
the date upon which the Final Payment is scheduled to be due (the "Maturity
Date") any remaining amount that you owe us is due on the Maturity Date. The
First Monthly Payment of principal and interest (as well as any interim interest
referred to below) shall, at our option, either be withheld from the proceeds of
the Loan or paid directly to us by you.
If the Loan is made on a day other than the thirtieth (30th) or thirty-first
(31st) day of a month, you will also pay to us together with the First Payment,
interest on the Loan at the interest rate for the period from the date we make
the Loan to you until the twenty-ninth (29th) day of the same month. If the Loan
is made on the thirty-first (31st) day of a month, you will also pay to us,
together with the First Payment, interest on the Loan at the interest rate for
the period from the date we make the Loan to you until the twenty-ninth (29th)
day of the following month. If the Loan is made on the thirtieth (30th) day of a
month, no such interim interest will be due.
3. INTEREST; INDEXING. The interest rate in your payments shown above is
calculated at the rate of 8.41% per annum plus an "Index Rate" of 4.68%. The
Index Rate means the highest yield, as published in THE WALL STREET JOURNAL of
three (3) -year United States Treasury Notes. The Index Rate of 4.68% was the
Index Rate published in THE WALL STREET JOURNAL on November 5, 1998.
Two-business days prior to the date we make the Loan to you, we will read The
WALL STREET JOURNAL to determine the final Index Rate. If the Index Rate is not
published in THE WALL STREET JOURNAL, we will determine it from another reliable
source. We will increase or decrease the payments set forth above in Paragraph 2
to reflect any increase or decrease in the Index Rate on such date. We will give
you notice of any increase or decrease as soon as we can. You will pay the
increased or decreased payments unless we have made an obvious mistake in our
calculations. Interest is calculated in advance using a 360-day year of twelve
30-day months.
4. PURPOSE OF LOAN: SECURITY INTEREST. You are making this borrowing to
finance (or refinance) your purchase of the equipment described in the attached
Exhibit A to this Schedule (the "Equipment"). The Equipment, together with all
other property described on the attached Exhibit A is hereinafter referred to as
the "Collateral". The Collateral includes, without limitation, the Equipment and
all replacement parts, additions, accessories and accessions thereto, all
replacements and substitutions thereof and all proceeds of the foregoing,
including, without limitation, insurance proceeds. In order to secure all of the
Obligations (as defined in the Master Agreement), you grant us a first lien on
and security interest in the Collateral, as well as any additions, omissions,
substitutions and proceeds of the Collateral, including, without limitation,
insurance proceeds. You also grant us a security interest in any leases and
rentals of the Collateral. This security interest secures the Note. It also
secures the full and timely payment and performance of all of your other
Obligations to us, whether under the Master Agreement, any other agreement, loan
or lease that you may have with us, or otherwise.
5. COLLATERAL ACCEPTANCE DATE. The Equipment shall be delivered,
installed and accepted no later than December 31, 1999.
6. TERMS OF MASTER AGREEMENT. The terms of the Master Agreement are
made a part of this Schedule as if repeated in its entirety in this Schedule.
Any declaration of default under the Master Agreement is a default under this
Schedule and permits us to exercise all remedies provided by the Master
Agreement.
ENDGATE CORPORATION ATTEST
By: /S/ XXXXXX X. XXXXXX, XX.
--------------------------
Name: XXXXXX X. XXXXXX, XX.
------------------------
Title: PRESIDENT & CEO
-----------------------
Date: AUGUST 24, 1999 /S/ XXXXXXXX XXXXXXX
------------------------ --------------------------
Secretary
3
EXHIBIT A TO SCHEDULE NO. 01
COLLATERAL
All of the following property, in each case, whether now existing or
hereafter arising, now owned or hereafter acquired, wherever located:
(a) New computers, test equipment, manufacturing equipment and furniture as
more fully detailed and described on schedule a attached hereto and
made a part hereof ("Equipment"). Schedule a consists of 6 pages.
(b) All accessions and additions thereto, substitutions for, and all
replacements of, any and all of the foregoing, and all proceeds of the
foregoing, cash and non-cash, including insurance proceeds.
Equipment location:
000 Xxxxxx xxx
Xxxxxxxxx, xx 00000
ACCEPTED AND AGREED TO THIS _________ DAY OF ___________________________, 1999.
ENDGATE CORPORATION
By: XXXXXX X. XXXXXX, XX.
---------------------------------
Title: President & CEO
4
SCHEDULE A TO SCHEDULE XX. 00
XXXXXXX XXXXXXX CORPORATION AND FINOVA CAPITAL CORPORATION
SHIPPING
INVOICE INVOICE PRODUCT SALES TAX CHARGES PRODUCTS INVOICE
SUPPLIER NUMBER DATE AMOUNT INVOICED INVOICED NOT LISTED TOTAL QTY.
-------- ------ ---- ------ -------- -------- ---------- ----- ----
King Star 12213 9/25/98 $4,287.00 $353.68 $4,640.68 0
Xxxxxxx Xxxxxxx 0XX0000 9/4/98 $995.00 $82.09 $1,077.09 1
Netdirect 429937 9/18/98 $1,649.00 $34.82 $1,683.82
King Star 12221 9/28/98 $1,015.00 $83.74 $1,098.74
VWR Scientific Products 17099620 10/14/98 $1,674.00 $138.11 $10.60 $1,822.71 1
Xxxxx Industries 26487 10/15/98 $839.00 $72.85 $44.00 $955.85 1
Peninsula Microscope 7014 10/12/98 $1,710.00 $141.08 $20.00 $1,871.08 1
VBS Industries 7560 10/2/98 $1,092.00 $90.09 $41.85 $1,223.94 1
Xxxxxx Xxxxxx/Fry's Elect. 00001883 10/5/98 $1,648.99 $136.04 $1,785.03 1
Peninsula Microscope 6999 9/30/98 $1,710.00 $141.08 $20.00 $1,871.08 1
Nearfield Systems 1568 10/7/98 $1,500.00 $123.75 $1,623.75 1
Tektronix Inc. MP496193 10/6/98 $16,985.00 $1,401.27 $11.89 $18,398.16 1
Hewlett Packard 7DJ8310 10/15/98 $14,381.00 $1,186.43 $15,567.43 1
SUPPLIER EQUIPMENT DESCRIPTION SERIAL NO.
-------- --------------------- ----------
King Star Intel N440BX Server, CPU, Fans
Hewlett Packard Digital Multimeter US36061510
Netdirect US Robo Modem Pool/.8 I217698
King Star 21" Viewsonic 1600 .28 AH82120155
VWR Scientific Products Ultrson Cleaner w/cover 7500
Xxxxx Industries T100A Lab test bench
36"x33"x72"
Peninsula Microscope Used microscope station
VBS Industries 12' Custom VBSFlex Hose 8285
Xxxxxx Xxxxxx/Fry's Elect. HP 8360 Computer & Sony Mon.
Peninsula Microscope Used microscope station
Nearfield Systems WR-42 Probe
Tektronix Inc. Prog ARB Generator, 2nd channel J320498
Hewlett Packard ESG-D Series RF Signal Gen. US38330169
5
SCHEDULE A TO SCHEDULE XX. 00
XXXXXXX XXXXXXX CORPORATION AND FINOVA CAPITAL CORPORATION
SHIPPING
INVOICE INVOICE PRODUCT SALES TAX CHARGES PRODUCTS INVOICE
SUPPLIER NUMBER DATE AMOUNT INVOICED INVOICED NOT LISTED TOTAL QTY.
-------- ------ ---- ------ -------- -------- ---------- ----- ----
King Star 12357 10/21/98 $7,385.00 $609.26 $7,994.26 5
Metalink Corporation 21487 10/21/98 $4,500.00 $371.25 $5.30 $4,876.55 1
PC Mall P39183750101 10/7/98 $2,040.79 $168.37 $158.69 $2,367.85 1
Peninsula Microscope 7032 10/28/98 $1,710.00 $141.08 $20.00 $1,871.08 0
Xxxxxxx Xxxxxxx 0X00000 11/12/98 $995.00 $ 82.09 $1,077.09 1
PC Mall P39959080102 10/27/98 $2,199.00 $181.42 $2,380.42 1
GGB Industries 20376 11/9/98 $2,900.00 $23.50 $2,923.50 0
Xxxxxxx Xxxxxxx 0X00000 11/12/98 $5,100.00 $420.75 $5,520.75 0
Xxxxxxx Xxxxxxx 0XX0000 11/3/98 $2,945.00 $242.97 $3,187.97 1
SUPPLIER EQUIPMENT DESCRIPTION SERIAL NO.
-------- ---------------------
3797 C01105,
4072 C01106,
3795 C01107,
4071 C01108,
King Star MB intel SE440BX and access. 3802 C01109
IM8051-RB-400-40 Emulater and 141212,
Metalink Corporation PC-C509-RB-20 Probe Card 188AA10104
PC Mall Laserjet 5000N 11x17 Printer SUSXA049039
Peninsula Microscope Used microscope station
Hewlett Packard Triple Output DC Power Supply KR83914987
PC Mall PCG 505FX P266 Laptop Comp. P28983830N
GGB Industries Probe Card, PC-8-2370-5A
53310-67007 Kit, Opt 031
Retrofit
TP294-C4 Platform, Controller,
Hewlett Packard cover 5 inserts, 6' umbi.
US36065681
Digital Multimeter and and
2-Triple KR83014212,
Hewlett Packard Output DC Power Supply KR83014257
6
SCHEDULE A TO SCHEDULE XX. 00
XXXXXXX XXXXXXX CORPORATION AND FINOVA CAPITAL CORPORATION
SHIPPING
INVOICE INVOICE PRODUCT SALES TAX CHARGES PRODUCTS INVOICE
SUPPLIER NUMBER DATE AMOUNT INVOICED INVOICED NOT LISTED TOTAL QTY.
-------- ------ ---- ------ -------- -------- ---------- ----- ----
King Star 12381 10/26/98 $3,696.00 $304.92 $4,000.92 2
PC Mall P39959080101 10/27/98 $245.00 $ 20.21 $20.00 $285.21 1
Test Equity 23054 11/12/98 $3,745.00 $308.96 $4,053.96 0
Xxxxxxx Xxxxxxx 0XX0000 10/29/98 $2,700.00 $222.75 $2,922.75 1
Flann Microwave 1416 10/29/98 $4,872.00 $401.94 $29.00 $5,302.94 2
Xxxxx Industries 26619 11/20/98 $6,027.20 $507.80 $128.00 $6,663.00 6
Sigma Systems 10955 10/29/98 $6,260.00 $25.35 $6,285.35 1
National Instruments 494491 11/20/98 $4,989.50 $411.64 $41.70 $5,442.94
King Star 12501 11/23/98 $22,140.00 $1,826.55 $23,966.55 12
Hewlett Packard 7FC094 11/16/98 $1,395.00 $115.09 $1,510.09 1
King Star Computer 12368 10/23/98 $2,954.00 $243.71 $3,197.71 2
National Instruments 494779 11/21/98 $831.60 $68.61 $19.45 $919.66 2
SUPPLIER EQUIPMENT DESCRIPTION SERIAL NO.
-------- --------------------- -----------
INTEL Dakota DK400L & access. Monitors S/N-
King Star And 17" Impression Monitors 3801, 3803
PC Mall Sony Vaio CD-Rom Drive
Test Equity TEK Oscilloscope TEX 2465A B011287
Retrofit Add Opt. 000 Xxx
Xxxxxxx Xxxxxxx #00000
20333-2E Electrical Waveguide
Flann Microwave Switch 120, 121
Xxxxx Industries Workbenches (48"x33"x72")
Sigma Systems TP781 Thermal Platform 7061
National Instruments PCI GPIB For Windows NT
Monitors S/N
INTEL Dakota DK400L & access. C01134-
King Star And 17" Impression Monitors C01145
Hewlett Packard HP-IB DC Power Supply US37460232
Intel SE440BX w/ 17" Monitors-3948,
King Star Computer Impression Monitors 3804
National Instruments PCI GPIB For Windows NT
7
SCHEDULE A TO SCHEDULE XX. 00
XXXXXXX XXXXXXX CORPORATION AND FINOVA CAPITAL CORPORATION
SHIPPING
INVOICE INVOICE PRODUCT SALES TAX CHARGES PRODUCTS INVOICE
SUPPLIER NUMBER DATE AMOUNT INVOICED INVOICED NOT LISTED TOTAL QTY.
-------- ------ ---- ------ -------- -------- ---------- ----- ----
Hewlett Packard 7GE7690 12/9/98 $2,975.00 $245.45 $3,220.45 1
Kingstar 12544 12/7/98 $1,010.00 $83.33 $1,093.33 1
GGB Industries 20682 12/15/98 $3,000.00 $3,000.00 1
PC Mall P39959080103 11/30/98 $111.30 $9.18 $120.48 1
GGB Industries 20483 11/20/98 $4,100.00 $23.50 $4,123.50 1
Dove Brothers/Auction 100199 12/10/98 $47,300.00 $3,902.25 $51,202.25
Nearfield Systems 1608 12/14/98 $8,560.00 $8,560.00 1
Leica Microsystems 93110251 12/10/98 $14,710.00 $1,190.91 $29.60 $15,930.51 1
GGB Industries 20703 12/18/98 $2,450.00 $2,450.00 1
SUPPLIER EQUIPMENT DESCRIPTION SERIAL NO.
-------- ---------------------
Data Acquisition Switch Unit, US37013467,
Multifunction Module,
40-Channel US37003584,
Single Ended Multiplexer, Triple US37002002,
Hewlett Packard Output DC Power Supply KR83915563
Kingstar 21" Viewsonic 1600 .28
GGB Industries Probe Card, PC-8-2370-5A
PC Mall Sony Vaio Rechargeable Battery
GGB Industries Probe Card, PC-8-2370-2A
4-Noise Figure Meters, West
Bond 7400B Wi+J98re Bonder,
Bausch & Lomb Stereozoom 4
Microscope w/illuminator, 12'
Oak Conference Table, 12
5-Caster Conference Chairs,
Dove Brothers/Auction Credenza and Storage Cabinet
Az Stage Rotary Joint Upgrade
Nearfield Systems and Absorber Panels
MZ12 Optics Carrier, Leica ICA 5041099,
NTSC, MS5 Optics Carrier all 1079081,
Leica Microsystems w/access. 5036727
GGB Industries Probe Card, PC-8-2370-4A
8
SCHEDULE A TO SCHEDULE XX. 00
XXXXXXX XXXXXXX CORPORATION AND FINOVA CAPITAL CORPORATION
SHIPPING
INVOICE INVOICE PRODUCT SALES TAX CHARGES PRODUCTS INVOICE
SUPPLIER NUMBER DATE AMOUNT INVOICED INVOICED NOT LISTED TOTAL QTY.
-------- ------ ---- ------ -------- -------- ---------- ----- ----
Xxxx Xxxx 00000 1/5/99 $24,204.00 $1,996.83 $88.50 $26,289.33 1
Sigma Systems 11104 1/8/99 $7,180.00 $520.55 $20.85 $7,721.40 1
Flann Microwave 1459 1/13/99 $5,350.00 $441.38 $21.00 $5,812.38 0
Xxxx Xxxx 00000 12/15/98 $111,204.00 $9,174.33 $120,378.33 1
K & US Equipment 8110 2/1/99 $5,000.00 $412.50 $5,412.50 1
Sigma Systems 11152 2/3/99 $26,345.00 $412.50 $62.59 $26,820.09 4
Sigma Systems 11170 2/12/99 $6,015.00 $436.09 $9.41 $6,460.50 0
Xxxx Xxxx 00000 2/16/99 $1,075.00 $88.68 $1,163.68 1
SUPPLIER EQUIPMENT DESCRIPTION SERIAL NO.
-------- --------------------- ----------
Wedge-Wedge Ultrasonic Wire
Bonder, Fluorescent
Shadowless Illuminator w/o
power supply, temperature Wire Bonder
Controller, 400 Xxxxx, S/N 15314,
Olympus Model SZ3060 Microscope
West Bond Microscope w/E-arm S/N 806030
Sigma Systems TP781-C4 Platform, Controller 7109, 4-2888
21333-2E Electrical Waveguide
Flann Microwave Switches 28, 29
Wire Bonder
Automatic Wire Bonder and S/N 15313,
Olympus Model SZ3060 Microscope S/N
West Bond Microscope w/E-arm 712262
Used J118Mech-el 827 Ball
K & US Equipment Bonder
7129, 4-2903
7130, 4-2906
7131, 4-2905
Sigma Systems Platforms and Controllers 7132, 4-2904
Sigma Systems Platform and Controller 7139, 4-2923
Ultrasonic Power supply, Dual
West Bond Channel, 4.0 Xxxxx
9
