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EXHIBIT 10.19
FINANCIAL LEASE
LEASE SCHEDULE NO. 1000035355
LESSOR: BANC ONE LEASING CORPORATION
LESSEE: Bioanalytical Systems, Inc.
1. GENERAL. Reference is made to the Master Lease Agreement dated as of
11/9/94 as amended from time to time ("Master Lease"), between the above Lessee
and Lessor. This Lease Schedule is signed and delivered under the Master
Lease. Unless otherwise defined herein, capitalized terms defined in the Master
Lease will have the same meaning when used in this Schedule.
2. FINANCING. Lessor finances for Lessee, and Lessee finances with Lessor,
all of the property ("Equipment") described below:
Quantity: Description (New Unless specified as Used) Amount Financed
See Attached Schedule A-1 Equip. Cost 422,250.00
Filing Fee 200.00
TOTAL $ 422,450.00
3. FINANCING TERM AND INSTALLMENT PAYMENTS. The Lease Term for
the Equipment begins on the earlier of the Acceptance Date or the Commencement
Date and continues for the Number of months after the Commencement Date as
stated in the Lease Term box below. The Acceptance Date is the date that
Lessor accepts this Schedule as stated below Xxxxxx's signature. The
Commencement Date is the [ ] 1st [ ] 15th day of the month in which the
Acceptance Date occurs.
Lease Term Number of Payments Installment Payments (excluding taxes)
60 60
8,542.02
Months
PAYMENT DUE DATES: On the Commencement Date and on the same day of each Month
thereafter until paid in full. Total Advance Payment of $8,542.02 to be
applied as follows:
$ Security Deposit $8,542.02 First and Last 0 Payment(s)
$ Set-up/Filing/Search Fees $ Other (Specify)
Lessee shall pay to Lessor all amounts stated above on the dates stated above,
except that the Total Advance Payment is due on the Commencement Date. There
shall be added to each installment payment all applicable Taxes as in effect
from time to time.
4. SECURITY INTEREST. This Schedule is not intended to be a true
lease, but is intended to be a secured debt financing transaction. As
collateral security for payment and performance of all Secured Obligations (as
defined in Paragraph A on the reverse side of this Schedule)and to induce
Lessor to extend credit from time to time to Lessee (under the Lessor
otherwise), Lessee hereby grants to Lessor a first priority security interest
in all of Lessee's right, title and interest in the Equipment, whether now
existing or hereafter acquired, and in all Proceeds (as defined in Paragraph A
on the reserve side of this Schedule). Xxxxxx represents, warrants and agrees
that Xxxxxx currently is the lawful owner of the Equipment and that good and
marketable title to the Equipment shall remain with Lessee at all times.
Xxxxxx represents, warrants and agrees: that Xxxxxx has granted to Lessor a
first priority security interest in the Equipment and all Proceeds; and that
the Equipment and all Proceeds are, and at all times shall be, free and clear
of any Liens other than Lessor's security interest therein. Lessee at its sole
expense will protect and defend Xxxxxx's first priority security interest in
the Equipment against all claims and demands whatsoever.
5. LESSEE'S ASSURANCES. Lessee irrevocably and unconditionally:
(a) reaffirms all of the terms and conditions of the Master Lease and agrees
that the Master Lease remains in full force and effect; (b) agrees that the
Equipment is and will be used at all times solely for commercial purposes, and
not for personal, family or household purposes; and (c) incorporates all of the
terms and conditions of the Master Lease as if fully set forth in this
Schedule.
6. PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees
that (i) Lessor has not selected, manufactured, sold or supplied any of the
Equipment, (ii) Lessee has selected all of the Equipment and its suppliers; and
(iii) Lessee has received a copy of, and approved, the purchase orders or
purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, XXXXXX
AGREES THAT: (A) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE
EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL
PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (C) LESSEE
IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS"
WITH ALL FAULTS; AND (D) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY
HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT.
7. MISCELLANEOUS:.
XXXXXX HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. XXXXXX
AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE
EQUIPMENT OR THIS SCHEDULE. THIS SCHEDULE IS EXPRESSLY SUBJECT TO THE TERMS
AND CONDITIONS ON THE REVERSE SIDE OF THIS SCHEDULE.
Accepted by: BIOANALYTICAL SYSTEMS, INC.
BANC ONE LEASING CORPORATION (Name of Lessee)
By: Illegible By: /s/ XXXXX X. XXXXXXXXX
Title: AVP Title: PRESIDENT
Acceptance Date: 11/15/94 Witness Signature: Illegible
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ADDITIONAL TERMS AND CONDITIONS
The following terms and conditions are expressly made a part of and
incorporated in the Schedule on the front side hereof.
A. CERTAIN DEFINITIONS. "Second Obligations" means (i) all payments
and other obligations of Lessee under or in connection with this Schedule, and
(ii) all payments and other obligations of Lessee (whether now existing or
hereafter incurred) under or in connection with the Master Lease and all present
and future Lease Schedules thereto, and (iii) all other leases, indebtedness,
liabilities and/or obligations of any kind (whether now existing or hereafter
incurred, absolute or continent, direct or indirect) of Lessee to Lessor or to
any affiliate of either Lessor or Banc One Corporation. "Proceeds" means all
cash and non-cash proceeds of the Equipment including, without limitation,
insurance proceeds and warranty proceeds.
B. AMENDMENTS TO MASTER LEASE. FOR PURPOSES OF THIS SCHEDULE ONLY,
Lessee and Lessor agree to amend the Master Lease as follows: (i) public
liability or property insurance as described in the second sentence of Section 8
will not be required; (ii) the definition of "Stipulated Loss Value" in clause
(b) of Section 9 is deleted and replaced by Paragraph C below of this Schedule;
(iii) the text of Section 10 is deleted in its entirety; (iv) Subsections 23(a)
and 23(c) are deleted; (v) Subsection 23(b) and the last sentence of Section 4
will apply only if an event of default occurs; and (vi) all references in the
Lease as it relates to this Schedule to "Lessee" and "Lessor" shall be amended
to "Borrower" and "Lender" respectively.
C. STIPULATED LOSS VALUE. FOR PURPOSES OF THIS SCHEDULE ONLY, the
"Stipulated Loss Value" of any item of Equipment during its Lease Term equals
the aggregate of the following as of the date specified by Lessor; (i) all
accrued and unpaid interest, late charges and other amounts due under this
Schedule and the Master Lease to the extent it relates to this Schedule as of
such specified date, plus (ii) the remaining principal balance due and payable
by Lessee under this Schedule as of such specified date, plus (iii) interest on
the total described in the foregoing clauses (i) and (ii) at the Overdue Rate
commencing with the specified date; provided, that the foregoing calculation
shall not exceed the maximum amount which may be collected by Lessor from Lessee
under applicable law in connection with enforcement of Lessor's rights under
this Schedule and the Master Lease to the extent it relates to this Schedule.
D. CONDITIONS. No lease of Equipment under this Schedule shall be
binding on Lessor unless: (a) Lessor has received evidence of all required
insurance; (b) in Lessor's sole judgment, there has been no material adverse
change in the financial condition or business of Lessee or any guarantor; (c)
Lessee has signed and delivered to Lessor this Schedule, which must be
satisfactory to Lessor, and Lessor has signed and accepted this Schedule ;(d)
Lessor has received, in form and substance satisfactory to Lessor, such other
documents and information as Lessor shall reasonably request; and (e) Lessee has
satisfied all other reasonable conditions established by Xxxxxx.
E. OTHER DOCUMENTS: EXPENSES. Xxxxxx agrees to sign and deliver to
Lessor any additional documents deemed desirable by Lessor to effect the terms
of the Master Lease or this Schedule including, without limitation, Uniform
Commercial Code financing statements which Lessor is authorized to file with
the appropriate filing officers. Lessee hereby irrevocably appoints Lessor as
Xxxxxx's attorney-in-fact with full power and authority in the place of Lessee
and in the name of Xxxxxx to prepare, sign, amend, file or record any Uniform
Commercial Code financing statements or other documents deemed desirable by
Lessor to perfect, establish or give notice of Xxxxxx's security interest in
the Equipment or in any other collateral as to which Xxxxxx has granted Lessor
a security interest. Lessee shall pay upon Xxxxxx's written request any actual
out-of-pocket costs and expenses paid or incurred by Lessor in connection with
the above terms of this section or the funding and closing of this Schedule.
F. SECURITY DEPOSIT. As collateral for Xxxxxx's obligations under the
Lease, Lessee hereby grants to Lessor a security interest in the sums specified
in this Schedule as a "Security Deposit". As its option, Lessor may apply all
or any part of said Security Deposit to cure any default of Lessee under the
Lease. If upon final termination of this Schedule, Xxxxxx has fulfilled all of
the terms and conditions hereof, then Lessor shall pay to Lessee any remaining
balance of the Security Deposit for this Schedule, without interest.
G. REPRESENTATIONS AND WARRANTIES. Lessee represents and warrants
that: (a) Lessee is a corporation, partnership or proprietorship duly organized,
validly existing and in good standing under the laws of the state of its
organization and is qualified to do business and is in good standing under the
laws of each other state in which the Equipment is or will be located; (b)
Lessee has full power, authority and legal right to sign, deliver and perform
the Master Lease, this Schedule and all related documents and such actions have
been duly authorized by all necessary corporate, partnership or proprietorship
action; and (c) the Master Lease, this Schedule and each related document has
been duly signed and delivered by Lessee and each such document constitutes a
legal, valid and binding obligation of Lessee enforceable in accordance with its
terms.
X. XXXXXX TO PAY ALL TAXES. FOR PURPOSES OF THIS SCHEDULE AND ITS
EQUIPMENT ONLY: Lessee shall pay any and all Taxes relating to this Schedule and
its Equipment directly to the applicable taxing authority; Lessee shall prepare
and file all reports or returns concerning any such Taxes as may be required by
applicable law or regulation (provided, that Lessor shall not be identified as
the owner of the Equipment in such reports or returns); and Lessee shall, upon
Lessor's request, send Lessor evidence of payment of such Taxes and copies of
any such reports or returns.
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