LINC CAPITAL, INC. LINC CAPITAL, INC.
MASTER LEASE AGREEMENT 000 Xxxx Xxxxxx Xxxxx, #0000
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
MASTER LEASE AGREEMENT NO.7217
Date: April 17, 1998
LESSEE: OREGON BAKING CORPORATION, DBA XXXXXX BAKING
ADDRESS: 0000 XX XXXXXXXXXX, XXXXXXXX, XX 00000
LINC CAPITAL, INC. ("Lessor") hereby leases to Lessee and Lessee leases from
Lessor, in accordance with the terms and conditions hereinafter set forth, the
equipment and property purchased by Lessor for lease to the Lessee hereunder
together with all replacement parts, additions, accessories, alterations and
repairs incorporated therein or now or hereafter affixed thereto Add-on Items
(as defined herein) (herein collectively referred to as the "Equipment")
described in each Schedule which may be executed by Lessor and Lessee from time
to time (individually a "Schedule" and collectively, the "Schedules"), each of
which is made a part hereof. For all purposes of this Master Lease Agreement
("Lease"), each Schedule relating to one or more items of Equipment shall be
deemed a separate lease incorporating all of the terms and provisions of this
Lease. In the event of a conflict between the terms of this Lease and the terms
and conditions of an Schedule, the terms and conditions of the Schedule shall
govern and control that Schedule.
1. TERM AND RENTAL. The term of this Lease (the "Initial
Lease Term") for any item of Equipment shall be set forth in
the Schedule relating to such item of Equipment and shall
commence (the "Commencement Date") on the Acceptance Date.
The "Acceptance Date" with respect to each Schedule shall be
the applicable of either: (1) the date of delivery to Lessee
of all of the Equipment to be leased thereunder; (2) in the
case of Equipment which is the subject of a sale and
leaseback between Lessor and Lessee, the date upon which
Lessor purchases such Equipment from Lessee; or (3) in the
case of Equipment requiring installation, the date of
installation of the Equipment. If the Acceptance Date is
other than the first day of a calendar quarter, then the
Commencement Date of the Initial Lease Term set forth in any
Schedule shall be the first day of the calendar quarter
following the month which includes the Acceptance Date and
Lessee shall pay to Lessor, in addition to all other sums
due hereunder, an amount equal to one-thirtieth of the
amount of the average monthly rental payment due or to
become due hereunder multiplied by the number of days from
and including the Acceptance Date to the Commencement Date
of the Initial Lease Term set forth in the Schedule. During
the entire Initial Lease Term and any extension or renewal
of the term of this Lease, Lessee agrees to pay the total
rental due hereunder which shall be the total amount of all
rental payments set forth in the Schedule plus such
additional amounts as may become due hereunder or pursuant
to any written modification hereof or additional written
agreement hereto. Except as otherwise specified in the
Schedule, rental payments payable hereunder shall be due
monthly and shall be payable in advance on the first day of
each month during the term of this Lease beginning with the
Commencement Date of the Initial Lease Term. All rental
payments due hereunder shall be sent to the address of the
Lessor specified in this Lease or in the Schedule or as
otherwise directed by the Lessor in writing. Rental payments
or any other payments due hereunder not made by their
scheduled due date shall be overdue and shall be subject to
a service charge in an amount equal to two percent (2%) per
month or the maximum rate permitted by law whichever is less
(the "Service Charge Rate") applied to amount of the overdue
payments from the date due until paid. If Lessor shall at
any time accept a rental payment after it shall become due,
such acceptance shall not constitute or be construed as a
waiver of any or all of Lessor's rights hereunder, including
without limitation those rights of Lessor set forth in
Sections 12 and 13 hereof.
2. TITLE. This is an agreement of lease only. Except as
otherwise provided in any applicable Schedule. Lessee shall
have no right, title or interest in or to the Equipment
lease hereunder, except as to the lawful use thereof subject
to the terms and conditions of this Lease. All of the
Equipment shall remain personal property (whether or not the
Equipment may at any time become attached or affixed to real
property). The Equipment is and shall remain the sole and
exclusive property of Lessor or its assignees. All
replacement parts, modifications, repairs, alterations,
additions and accessories now or hereafter incorporated in
or affixed to the Equipment whether before or after the
Commencement Date (herein collectively called "Add-on
Items") are hereby included in the definition of
"Equipment". All Add-on Items shall become the property of
Lessor upon being so incorporated or affixed to the
Equipment and shall be returned to Lessor as provided in
Section 3 (other than alterations, additions and accessions
that are attached or affixed by Lessee with notice to Lessor
after the Commencement Date for which the Lessor has not
given value or purchased and which are readily removable by
Lessee from the Equipment without any diminution of value or
functionality to the Equipment). Upon the request of Lessor,
Lessee will affix to the Equipment labels or other markings
supplied by Lessor indicating its ownership of the Equipment
and shall keep the same affixed for the entire term of this
Lease. Lessee agrees to promptly execute and deliver or
cause to be executed and delivered to Lessor and Lessor is
hereby authorized to record or file, any statement and/or
instrument reasonably requested by Lessor for the purpose of
showing Lessor's interest in the Equipment, including
without limitation, financing statements, security
agreements, and waivers with respect to rights in the
Equipment from any owners or mortgagees of any real estate
where the Equipment may be located. In the event that Lessee
fails or refuses to execute and/or file Uniform Commercial
Code financing statements or other instruments or recordings
which Lessor or its assignee reasonably deems necessary to
perfect or maintain perfection of Lessor's or its assignee's
interests hereunder, Lessee hereby appoints Lessor as
Lessee's limited attorney-in-fact to execute and record all
documents necessary to perfect or maintain the perfection of
Lessor's interests hereunder. Lessee shall pay Lessor for
any costs or fees relating to any filings hereunder
including, but not limited to actual out of pocket costs,
fees, searches, documentation preparation, documentary
stamps, privilege taxes and reasonably attorneys' fees. If
any item of Equipment includes computer software purchased
by Lessor or for which Lessor has given Lessee value, Lessee
shall upon request made by Lessor, execute and deliver and
shall cause Seller (as hereinafter defined) to deliver all
such documents as are necessary to effectuate assignment of
all software licenses to Lessor.
3. ACCEPTANCE AND RETURN OF EQUIPMENT. Lessor shall, at any
time prior to unconditional acceptance of all Equipment by
Lessee, have the right to cancel this Lease with respect to
such Equipment (and if the Equipment or any portion thereof
has not previously been delivered, Lessor may refuse to pay
for the Equipment or any portion thereof or refuse to cause
the same to be delivered) if: (a) the Acceptance Date with
respect to any item of Equipment to be leased pursuant to
any Schedule has not occurred within ninety (90) days of the
estimated Acceptance Date set forth in such Schedule or (b)
there shall be, in the reasonable judgment of Lessor, a
material adverse change in the financial condition or credit
standing of Lessee or of any guarantor of Lessee's
performance under this Lease since the date of the most
recent financial statements of Lessee or of such guarantor
submitted to Lessor. Upon any cancellation by Lessor
pursuant to this Section or the provisions of any Schedule,
Lessee shall forthwith reimburse to Lessor all sums paid by
Lessor with respect to such Equipment plus all costs and
expenses of Lessor incurred in connection with such
Equipment and any interest or rentals due hereunder in
connection with such Equipment and shall pay to Lessor all
other sums then due hereunder, whereupon if Lessee is not
then in default and has fully performed all of its
obligations hereunder, Lessor will, upon request of Lessee,
transfer to Lessee without warranty or recourse any rights
that Lessor may then have with respect to such Equipment.
Lessee agrees to promptly execute and deliver to Lessor (in
no event later than 15 days after the Acceptance Date) a
confirmation by Lessee of unconditional acceptance of the
Equipment in the form supplied by Lessor (the "Equipment
Acceptance"). Lessee agrees, before execution of the
aforesaid Equipment
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Acceptance, to inform Lessor in writing of any defects in
the Equipment, or in the installation thereof, which have
come to the attention of Lessee or its agents and which
might give rise to a claim by Lessee against the Seller or
any other person. If Lessee fails to give notice to Lessor
of any such defects or fails to deliver to Lessor the
Equipment Acceptance as provided herein, it shall be deemed
an acknowledgment by Lessee (for purposes of this Lease
only) that no such defects in the Equipment or its
installation exist and it shall be conclusively presumed,
solely as between Lessor and its assignees and Lessee, that
such Equipment has been unconditionally accepted by Lessee
for lease hereunder.
Except as otherwise provided in any Schedule, upon
expiration or the cancellation or termination of the Lease
with respect to any Equipment, Lessee shall return the
Equipment to Lessor as provided herein. Lessee shall provide
Lessor with not less than ninety (90) days prior written
notice of its intention to return the Equipment upon
expiration of the Initial Lease Term. Upon expiration or the
cancellation or termination of the Lease with respect to any
equipment, Lessee shall, at its own expense, assemble,
crate, insure and deliver all of the Equipment and all of
the service records and all software and software
documentation subject to this Lease and any Schedules hereto
to Lessor in the same good condition and repair as when
received, reasonable wear and tear resulting only from
proper use thereof excepted, to such reasonable destination
within the continental United States as Lessor shall
designate with all packing, drayage and freight charges to
the return destination designated by Lessor pre-paid by
Lessee with evidence of transit insurance on all items of
Equipment at their original Cost. Lessee shall, immediately
prior to such return of each item of Equipment or commercial
unit of Equipment, provide to Lessor a letter from the
manufacturer of the equipment or another service
organization reasonably acceptable to Lessor certifying that
said item is in good working order, with reasonable wear and
tear resulting only from proper use thereof excepted,
whether such item is eligible for a maintenance agreement by
such manufacturer, and all software and related attachments
are included thereon. If any computer software requires
relicensing when removed from Lessee's premises, Lessee
shall bear all costs of such relicensing. Except as
otherwise expressly provided in the Schedule, if Lessee
fails for any reason to provide the notice set forth above
or Lessee fails to redeliver the Equipment back to Lessor in
accordance with the terms set forth above, Lessee shall pay
to Lessor, at Lessor's election, an amount equal to the
highest monthly payment set forth in the Schedule for a
period of not less than three (3) months and at the end of
such period of time ("Holdover Period"). Except as otherwise
expressly provided in the Schedule, if Lessee fails or
refuses to return the Equipment as provided herein at the
end of any Holdover Period, Lessee shall pay to Lessor, at
Lessor's option, an amount equal to the highest monthly
rental payment set forth in the Schedule for each month or
portion thereof, until Lessee so returns the Equipment to
Lessor. Should Lessor permit use by Lessee of any Equipment
beyond the Initial Lease Term, or, if applicable, any
exercised extension or renewal term, the lease obligations
of Lessee shall continue and such permissive use shall not
be construed as a renewal of the term thereof, or as a
waiver of any right or continuation of any obligation of
Lessor hereunder, and Lessor may take possession of any such
Equipment at any time upon demand.
4. DISCLAIMER OF WARRANTIES. LESSEE HAS EXCLUSIVELY SELECTED
AND CHOSEN THE TYPE, DESIGN, CONFIGURATION, SPECIFICATION
AND QUALITY OF THE EQUIPMENT HEREIN LEASED AND THE VENDOR,
DEALER, SELLER, MANUFACTURER OR SUPPLIER THEREOF (HEREIN
COLLECTIVELY CALLED "SELLER"), AS SET FORTH IN THE
SCHEDULES. LESSOR MAKES NO REPRESENTATION OR WARRANTY,
EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
INCLUDING WITHOUT LIMITATION, THE CONDITION OF THE
EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS, ADAPTABILITY,
ANY IMPLIED WARRANTY OF QUIET ENJOYMENT OR NON-INTERFERENCE
OR SUITABILITY FOR ANY PARTICULAR PURPOSE, AND, LESSEE
LEASES, HIRES AND RENTS THE EQUIPMENT AS IS, WHERE IS."
Lessee understands and agrees that neither Seller, nor any
agent of Seller, is an agent of Lessor or is in any manner
authorized to waive or alter any term or condition of this
Lease. Lessor shall not be liable for any loss or damage
suffered by Lessee or by any other person or entity, direct
or indirect or consequential, including, but not limited to,
business interruption and injury to persons or property,
resulting from non-delivery or late delivery, installation,
failure or faulty operation, condition, suitability or use
of the Equipment leased by Lessee hereunder, or for any
failure of any representations, warranties or covenants made
by the Seller. Any claims of Lessee, with respect to claims
discussed in the preceding sentences, shall not be made
against Lessor but shall be made, if at all, solely and
exclusively against Seller, or any persons other than the
Lessor. Lessor hereby authorizes Lessee to enforce during
the term of this Lease, in its name, but at Lessee's sole
effort and expense, all warranties, agreements or
representations, if any, which may have been made by Seller
to Lessor or to Lessee, and Lessor hereby assigns to Lessee
solely for the limited purpose of making and prosecuting any
such claim, all rights which Lessor may have against Seller
for breach of warranty or other representation respecting
the Equipment.
5. CARE, TRANSFER AND USE OF EQUIPMENT. Lessee, at its own
expense, shall maintain the Equipment in good operating
condition, repair and appearance in accordance with Seller's
specifications and in compliance with all laws and
regulations applicable to the Equipment, Lessee and its
business and shall protect the Equipment from deterioration
except for reasonable wear and tear resulting only from
proper use thereof. When generally offered with respect to
the Equipment Lessee shall, at its expense, keep a
maintenance contract in full force and effect, throughout
the term of this Lease and any Schedule hereto unless other
wise agreed on the Schedule. The disrepair or inoperability
of the Equipment regardless of the cause thereof shall not
relieve Lessee of the obligation to pay rental hereunder.
Lessee shall not make any modification, alteration or
addition to the Equipment (other than normal operating
accessories or controls). Lessee will not, and will not
permit anyone other than the authorized field engineering
representatives of Seller or other maintenance organization
reasonably acceptable to Lessor to effect any inspection,
adjustment, preventative or remedial maintenance or repair
to the Equipment. LESSEE MAY NOT (A) RELOCATE OR OPERATE THE
EQUIPMENT AT LOCATIONS OTHER THAN THE PREMISES OF LESSEE
SPECIFIED IN THE APPLICABLE SCHEDULE (THE "PREMISES"),
EXCEPT WITH LESSOR'S PRIOR WRITTEN CONSENT, WHICH SHALL NOT
BE UNREASONABLY WITHHELD IF SUCH OTHER LOCATION WITHIN THE
CONTINENTAL UNITED STATES, OR (B) SELL, CONVEY, TRANSFER,
ENCUMBER, PART WITH POSSESSION OF, OR ASSIGN ANY ITEM OF
EQUIPMENT OR ANY OF ITS RIGHTS HEREUNDER, AND ANY SUCH
PURPORTED TRANSACTION SHALL BE NULL AND VOID AND OF NO FORCE
OR EFFECT. In the event of a relocation of the Equipment or
any item thereof to which Lessor consents, all costs
(including any additional property taxes or other taxes and
any additional expense of insurance coverage) resulting from
any such relocation, shall be promptly paid by Lessee upon
presentation to Lessee of evidence supporting such cost.
Lessor shall have the right during normal hours upon
reasonable notice to Lessee, subject to applicable laws and
regulations, to enter Lessee's Premises in order to inspect,
observe, affix labels or other markings, or to exhibit the
Equipment to prospective purchasers or future Lessees
thereof, or otherwise protect Lessor's interest therein.
6. NET LEASE. THIS LEASE AND ANY SCHEDULE HERETO IS A NET
LEASE, AND ALL PAYMENTS HEREUNDER ARE NET TO LESSOR. All
taxes, assessments, licenses, and other charges (including,
without limitation personal property taxes and sales, use
and leasing taxes and penalties and interest on such taxes)
imposed, levied or assessed on the ownership, possession,
rental or use of the Equipment during the term of this Lease
and any Schedule hereto (except for Lessor's federal or
state net income taxes) shall be paid by Lessee when due and
before the same shall become delinquent, whether such taxes
are assessed or would ordinarily be assessed against Lessor
or Lessee. To the extent possible under applicable law, for
personal property or ad valorem tax return purposes only,
Lessee shall include the Equipment on such reports and
returns as may be required by local law, which returns shall
be timely filed by it. Lessee shall provide Lessor with
evidence that Lessee has complied with the foregoing
provisions. In any event, Lessee shall file all tax returns
required for itself or Lessor with respect to the Equipment
and this Lease and Lessor hereby appoints Lessee as its
attorney-in-fact for such purpose. In case of failure by
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Lessee to so pay said taxes, assessments, licenses or other
charges, Lessor may pay all or any part of such items, in
which event the amount so paid by Lessor including any
interest or penalties thereon and reasonable attorneys' fees
incurred by Lessor in pursuing its rights against Lessee or
defending against any claims or defense asserted by or
through Lessee shall be immediately paid by Lessee to Lessor
as additional rental hereunder. Lessee shall promptly pay
all costs, expenses and obligations of every kind and nature
incurred in connection with the use or operation of the
Equipment which may arise or become due during the term of
this Lease and any Schedule hereto, whether or not
specifically mentioned herein. In case of failure by Lessee
to comply with any provision of this Lease and any Schedule
hereto, Lessor shall have the right but not the obligation,
to effect such compliance on behalf of Lessee. In such
event, all costs and expenses incurred by Lessor in
effecting such compliance shall be immediately payable by
Lessee to Lessor as additional rental hereunder.
7. INDEMNITY. Lessee shall at its expense: (i) indemnify,
protect and defend Lessor's title to the Equipment from and
against all persons claiming against or through Lessee; (ii)
at all times keep the Equipment then subject to his Lease
free from any and all liens, encumbrances, attachments,
levies, executions, burdens, charges or legal process of any
and every type whatsoever; (iii) give Lessor immediate
written notice of any breach of this Lease described in
clause (ii); and (iv) indemnify, protect and save Lessor
harmless from any loss, cost or expense (including
reasonable attorneys' fees) caused by the Lessee's breach of
any of the provisions of this Lease, whether incurred by
Lessor in pursuing its rights against Lessee or defending
against any claims or defenses asserted by or through
Lessee. Lessee shall and does hereby agree to indemnify,
defend and hold Lessor and its assigns harmless from and
against any and all liability, loss, costs, injury, damage,
penalties, suits, judgments, demands, claims, expenses and
disbursements (including without limitation, reasonable
attorney's fees incurred by Lessor by pursuing its rights
against Lessee or defending against any claims or defenses
asserted by or through Lessee) of any kind whatsoever
arising out of, on account of, or in connection with this
Lease and the Equipment leased hereunder, including, without
limitation, its manufacture, selection, purchase, delivery,
rejection, installation, ownership, possession, leasing,
renting, operation, control, use, maintenance and the return
thereof except for any such claims or damages from Lessor's
gross negligence or willful misconduct. This indemnity shall
survive the Initial Lease Term or earlier cancellation or
termination of this Lease and any Schedule hereto.
8. INSURANCE. Commencing on the date that risk of loss or
damage passes to Lessor from the Seller of any Equipment
covered under this Lease and continuing until Lessee has
re-delivered possession of the Equipment to Lessor, Lessee
shall, at its own expense, keep the Equipment (including all
Add-on Items thereto) insured against all risks of loss or
damage from every and any cause whatsoever in such amounts
(but in no event less than the greater of the replacement
value thereof or the amount set forth in any applicable
Casualty Schedule, whichever is higher) with such
deductibles and exclusions as approved by Lessor and in such
form as is reasonably satisfactory to Lessor. All such
insurance policies shall protect Lessor and Lessor's
assignee(s) as loss payees as their interest may appear.
Lessee shall also, at its own expense, carry public
liability insurance, with Lessor and Lessor's assignee(s) as
an additional insured, in such amounts with such companies
and in such form as is reasonably satisfactory to Lessor,
with respect to injury to person or property resulting form
or based in any way upon or in any way connected with or
relating to the installation, use or alleged use, or
operation of any or all of the Equipment, or its location or
condition.
Not less than ten days prior to the Acceptance Date, Lessee
shall deliver to Lessor satisfactory evidence of such
insurance and shall further deliver evidence of renewal of
each such policy not less than thirty (30) days prior to
expiration thereof. Each such policy shall contain an
endorsemet providing that the issuer will give Lessor not
less than thirty (30) days prior written notice of the
effective date of any alteration, change, cancellation, or
modification of such policy or the failure by Lessee to
timely pay all required premiums, costs or charges with
respect thereto. Upon Lessor's request, Lessee shall cause
its insurance agent(s) to execute and deliver to Lessor Loss
Payable Clause Endorsement and Additional Insured
Endorsement (bodily injury and property damage liability
insurance) forms provided to Lessee by Lessor. In case of
the failure to procure or maintain such insurance, Lessor
shall have the right, but not the obligation, to obtain such
insurance and any Premium paid by Lessor shall be
immediately due and payable by Lessee to Lessor as
additional rent hereunder. The maintenance of any policy or
policies of insurance pursuant to this Section shall not
limit any obligation or liability of Lessee pursuant to
Sections 7 or 9 or any other provision of this Lease and any
Schedule hereto.
9. RISK OF LOSS. Until such time as the Equipment is
returned and delivered to and accepted by Lessor at the
expiration of this Lease, pursuant to the terms of this
Lease and any Schedule hereto, Lessee hereby assumes and
shall bear the entire risk of loss, damage, theft and
destruction of the Equipment, or any portion thereof, from
any cause whatsoever ("Equipment Loss"). Without limitation
of the foregoing, no Equipment Loss shall relieve Lessee in
any way from its obligations hereunder. Lessee shall
promptly notify Lessor in writing of any Equipment Loss. In
the event of any such Equipment Loss, Lessee shall: (a) in
the event Lessor determines such Equipment to be repairable,
promptly place, at Lessee's expense, the Equipment in good
repair, condition and working order in accordance with
Seller's specifications and to the satisfaction of Lessor;
or (b) in the event of an actual or constructive total loss
of any item of Equipment at Lessor's option: (i) promptly
replace, at Lessee's expense, the Equipment with like
equipment of the same or a later model with the same Add-on
Items as the Equipment, and in good repair, condition and
working order in accordance with the Seller's specifications
and to the satisfaction of Lessor; or (ii) immediately pay
to Lessor the amount obtained by multiplying the actual
Equipment Cost as specified in the applicable Schedule by
the percentage contained in any applicable Casualty Schedule
for the date of such Equipment Loss plus, any unpaid rentals
or any amounts due hereunder.
If no Casualty Schedule has been made a part of any
applicable Schedule, an amount equal to the present value of
the total amount of unpaid rentals and all other amounts due
and to become due under any applicable Schedule during the
term thereof as of the date of any payment, discounted at a
rate equal to discount rate of the Federal Reserve Bank of
Chicago as of the Commencement Date of the Lease with
respect to each applicable Schedule, plus an additional
amount equal to the estimated fair market value of the
Equipment at the end of the Initial Lease Term applicable to
such Equipment (the "End of Term Value"). In no event shall
the amount of such End of Term Value for the Equipment be
less than twenty percent (20%) of the actual cost of the
Equipment unless a purchase option is granted (or other end
of term payment is required) under this Lease for other than
the fair market value of the Equipment then the actual
amount of such Purchase Option Price (or other end of term
payment) specified in the applicable Equipment Schedule
shall be due and payable to Lessor as the End of Term Value
under this section or such lesser or greater amount
specified in the applicable Schedule.
In the event Lessee is required to repair or replace any
such item of Equipment pursuant to Subsections (a) or (b)(i)
of the preceding sentence, the insurance proceeds received
by Lessor, if any, pursuant to Section 8, after the use of
such funds to pay any unpaid amounts then due hereunder,
shall be paid to Lessee or, if applicable, to a third party
repairing or replacing the Equipment upon Lessee's
furnishing proof reasonably satisfactory to Lessor that such
repair or replacement has been completed in a reasonably
satisfactory manner. In the event Lessor elects option
(b)(ii), Lessee shall be entitled to a credit against the
payment required by said subsection in an amount equal to
such insurance proceeds actually received by Lessor pursuant
to Section 8 on account of such Equipment, and, upon payment
by Lessee to Lessor of all of the sums required pursuant to
Subsection (b)(ii), the applicable Schedule shall terminate
with respect to such item of Equipment and Lessee shall be
entitled to whatever interest Lessor may have in such item
AS IS, WHERE IS and WITH ALL FAULTS in its then condition
and location without warranties of any type whatsoever,
express or implied.
10. COVENANTS OF LESSEE. LESSEE AGREES THAT ITS OBLIGATIONS
UNDER THIS LEASE AND ANY SCHEDULE HERETO, INCLUDING WITHOUT
LIMITATION, THE OBLIGATION TO PAY RENTAL,
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ARE IRREVOCABLE AND ABSOLUTE, SHALL NOT XXXXX FOR ANY REASON
WHATSOEVER (INCLUDING ANY CLAIMS AGAINST LESSOR), AND SHALL
CONTINUE IN FULL FORCE AND EFFECT REGARDLESS OF ANY
INABILITY OF LESSEE TO USE THE EQUIPMENT OR ANY PART THEREOF
FOR ANY REASON WHATSOEVER INCLUDING, WITHOUT LIMITATION,
WAR, ACT OF GOD, STORMS, GOVERNMENTAL REGULATIONS, STRIKE OR
OTHER LABOR TROUBLES, LOSS, DAMAGE, DESTRUCTION, DISREPAIR,
OBSOLESCENCE, FAILURE OF OR DELAY IN DELIVERY OF THE
EQUIPMENT, OR FAILURE OF THE EQUIPMENT TO PROPERLY OPERATE
FOR ANY CAUSE. In the event of any alleged claim (including
a claim which would otherwise be in the nature of a set-off)
against Lessor, Lessee shall fully perform and pay its
obligations hereunder (including the payment of all rents,
without set-off or defense of any kind) and its only
exclusive recourse against Lessor shall be by a separate
action. Lessee agrees to furnish promptly to Lessor the
annual financial statements of Lessee (and of any guarantors
of Lessee's performance under this Lease and any Schedule
hereto), prepared in accordance with generally accepted
accounting principles and such interim financial statements
of Lessee as Lessor may reasonably require during the entire
term of this Lease and any Schedule hereto. Either
independent certified public accountants or the Lessee's
chief financial officer as requested by Lessor shall certify
all such annual financial statements. Lessee, if required by
Lessor prior to the initial purchase by Lessor of Equipment
for lease hereunder, shall provide at Lessee's expense an
opinion of its counsel acceptable to Lessor affirming the
covenants, representations and warranties of Lessee under
this Lease and any Schedule hereto. So long as there are
amounts due Lessor under this Lease, Lessee shall supply
Lessor with such other financial and operating performance
data as is provided to its outside investors or commercial
lenders and, if applicable, required to be provided to
shareholders by the Security and Exchange Commission, and
Lessee shall immediately notify Lessor of any material
adverse change in its financial condition or business
prospects.
11. REPRESENTATIONS AND WARRANTIES. In order to induce
Lessor to enter into this Lease and any Schedule hereto and
to lease the Equipment to Lessee hereunder, Lessee
represents and warrants that: (a) FINANCIAL STATEMENTS. (i)
applications, financial statements, and reports which have
been submitted by Lessee and any Obligors (as hereinafter
defined) to Lessor are, and all information hereafter
furnished by Lessee and Obligors to Lessor will be, true and
correct in all material respects as of the date submitted;
(ii) as of the date hereof, the date of any Schedule and any
Acceptance Date, there has been no material adverse change
in any matter stated in such applications, financial
statements and reports; and, (iii) none of the foregoing
omit or omitted to state any material fact which would make
any of the foregoing false or misleading. (b) OBLIGATION.
Lessee is an organizational entity described on the
signature page hereof and is duly organized, validly
existing and is duly qualified to do business and is in good
standing or subsisting or in other similar active status in
each State in which the Equipment will be located. (c)
AUTHORITY. Lessee has full power, authority and right to
execute, deliver and perform this Lease and any Schedule
hereto, and the execution delivery and performance hereof
has been authorized by all necessary action of Lessee. (d)
ENFORCEABILITY. This Lease and any Schedule or other
document executed in connection therewith has been duly
executed and delivered by Lessee and any Obligor and
constitutes a legal, valid and binding obligation of Lessee,
and any Obligor enforceable in accordance with its terms.
(e) CONSENTS. The execution, delivery and performance of
this Lease and any Schedule hereto does not require any
approval or consent of any stockholders, partners or
proprietors or of any trustee or holders of any indebtedness
or obligations of Lessee and will not contravene any law,
regulation, judgment or decree applicable to Lessee, or the
certificate or articles of incorporation, partnership
agreement, by-laws or other governing documents of Lessee,
or contravene the provisions of, or constitute a default
under, or result in the creation of any lien upon any
property of Lessee under any mortgage, instrument or other
agreement to which Lessee is a party or by which Lessee or
its assets may be bound or affected. Except as disclosed, no
authorization, approval, license, filing or registration
with any court or governmental agency or instrumentality is
necessary in connection with the execution, delivery,
performance, validity and enforceability of this Lease and
any Schedule hereto. (f) TITLE. On each Commencement Date,
Lessor shall have good and marketable title to the items of
Equipment which is subject to this Lease and any Schedule
hereto on such date, free and clear of all liens, except the
lien of Seller which will be released upon receipt of
payment. Lessee warrants that no party has a security
interest in the Equipment which will not be released on or
before payment by Lessor to Seller of the Equipment and that
the Equipment is and shall at all times remain personal
property regardless of how it may be affixed to any real
property. (g) LITIGATION. There is no action, suit,
investigation or proceeding by or before any court,
arbitrator, agency or governmental authority pending or
threatened against or affecting Lessee: (i) which involves
the Equipment or the transactions contemplated by this Lease
and any Schedule hereto; or (ii) which, if adversely
determined, could have a material adverse effect on the
financial condition, business or operation of Lessee.
12. EVENTS OF DEFAULT. An event of default ("Event of
Default") shall occur hereunder if Lessee or any Obligor
("Obligor" shall include any guarantor or surety of any
obligation so Lessee to Lessor under this Lease and any
Schedule hereto): (i) fails to pay any installment of rent
or other payment required hereunder within five (5) days
after its due date; or (ii) attempts to or does remove from
the Premises (except a relocation with Lessor's consent as
provided in Section 5), sell, transfer, encumber, part with
possession of, or sublet any item of the Equipment; or (iii)
shall suffer or have suffered, in the reasonable judgment of
Lessor, a material adverse change in its financial condition
since the date of the last financial statements submitted to
Lessor, and as a result thereof Lessor in good xxxxx xxxxx
itself to be insecure; or (iv) breaches or shall have
breached any representation or warranty made or given by
Lessee or Obligor in this Lease or in any other document
furnished to Lessor in connection herewith, or any such
representation or warranty shall be untrue or, by reason of
failure to state a material fact or otherwise, shall be
misleading or any of the statements or other documents or
information submitted at any time heretofore or hereafter by
Lessee or Obligor to Lessor shall be untrue or, by reason of
failure to state a material fact or otherwise, shall be
misleading or (v) fails to perform or observe any other
covenant, condition or agreement to be performed or observed
by it hereunder, and such failure or breach shall continue
unremedied for a period of ten days after the date on which
notice thereof shall be given by Lessor to Lessee (unless
such remedial action cannot be completed within such ten day
period but Lessee has in good faith commenced to remedy such
breach or failure and such remedy is in fact achieved within
a time period agreed to by Lessor); or (vi) shall become
insolvent or bankrupt or make an assignment for the benefit
of creditors or consent to the appointment of a trustee or
receiver, or a trustee or receiver shall be appointed for a
substantial part of its property without its consent, or
bankruptcy or reorganization or insolvency proceeding shall
be instituted by or against Lessee or Obligor and Lessee
fails to continue to pay all rentals becoming due hereunder
during the pendency of such proceedings and fails to assume
this Lease within sixty (60) days after the commencement of
such proceedings; or (vii) conveys, sells, transfer or
assigns substantially all of Lessee's or Obligor's assets or
ceases doing business as a going concern, or, if a
corporation, ceases to be in good standing or files a
statement of intent to dissolve, or abandons any or all of
the Equipment; or (viii) shall be in breach of or default
under any lease or other agreement at any time executed with
Lessor or any other Lessor or with any lender to Lessee or
Obligor such that Lessee's obligations thereunder have been
or are being accelerated.
13. REMEDIES. Upon the occurrence and during any continuance
of an Event of Default (the "Default Date") set forth in
Section 12, Lessor may, in its sole and absolute discretion,
do any one or more of the following: (a) upon notice to
Lessee cancel all or any portion of this Lease or any
Schedules executed pursuant thereto; (b) enter Lessee's
Premises and without removal of the Equipment, render the
Equipment unusable or, require Lessee to assemble the
Equipment and make it available to Lessor at a place
designated by Lessor and/or dispose of the Equipment by sale
or otherwise (all of which determinations may be made by
Lessor in its sole and absolute discretion); (c) declare
immediately due and payable all sums due and to become due
hereunder for the full term of the Lease (including any
renewal or purchase obligations which Lessee has contracted
to pay); (d) with or without canceling this Lease, recover
from Lessee damages, in an amount equal to the sum of: (i)
all unpaid rent and other amounts that became due and
payable on, or prior to, the Default Date, (ii) the present
value of all future rentals and other amounts described in
the Lease and not included in (i) above discounted to the
Default Date at a rate equal to the discount rate of the
Federal Reserve Bank of Chicago as of the Commencement Date
4
of the Lease with respect to each Schedule (which discount
rate, Lessee agrees is a commercially reasonable rate which
takes into account the facts and circumstances at the time
such Schedule commenced), (iii) all commercially reasonable
costs and expenses incurred by Lessor in enforcing Lessor's
rights under this Lease, or defending against any claims or
defenses asserted by or through Lessee, including but not
limited to, costs of repossession, recovery, storage,
repair, sale, re-lease and reasonable attorneys' fees, (iv)
the estimated residual value of the Equipment as of the
expiration of the Lease, (v) any indemnity amount payable to
Lessor hereunder; and (vi) interest on all of the foregoing
from the Default Date until the date payment is received by
Lessor at 2% per month or the highest rate permitted by law,
whichever is less; (e) exercise any other right or remedy
which may be available to it under the Uniform Commercial
Code or any other applicable law.
If Lessor elects to dispose of any Equipment recovered from
the possession of Lessee after an Event of Default, Lessor
shall dispose of such Equipment in a commercially reasonable
manner. Lessor reserves the right, in its sole and absolute
discretion, to control the timing and negotiate the terms of
any re-leasing or re-sale of any or all of the Equipment at
a public auction or in a private sale, at such time, on such
terms and with such notice as Lessor shall in its sole and
absolute discretion deem commercially reasonable. In such
event, without any duty on Lessor's part to effect any such
re-lease or sale of the Equipment, Lessor will credit the
present value of any proceeds from such sale or re-lease
actually received and retainable by it (net of any and all
costs or expenses) discounted from the date of Lessor's
receipt thereof to the Default Date at 2 1/2% in excess of
the Prime Rate (or its equivalent) per annum in effect at
the First National Bank of Chicago on the date of such
payment to the amounts due to Lessor from Lessee under the
provisions of (c), (d) and/or (e) above. A cancellation of
this Lease shall occur only upon notice by Lessor and only
as to such items of Equipment as Lessor specifically elects
to cancel and this Lease shall continue in full force and
effect as to the remaining items of Equipment, if any. If
this Lease and/or any Schedule is deemed at any time to be
one intended as security, Lessee agrees that the Equipment
shall secure, in addition to the indebtedness set forth
herein, any other indebtedness at any time owing by Lessee
to Lessor. No remedy referred to in this Section is intended
to be exclusive, but shall be cumulative and in addition to
any other remedy referred to above or otherwise available to
Lessor at law or in equity. No express or implied waiver by
Lessor of any default shall constitute a waiver of any other
default by Lessee or a waiver of any of Lessor's rights.
14. ASSIGNMENT BY LESSOR. LESSOR MAY (WITH OR WITHOUT NOTICE
TO LESSEE) SELL, TRANSFER, ASSIGN OR GRANT A SECURITY
INTEREST IN ALL OR ANY PART OF ITS INTEREST IN THIS LEASE,
ANY SCHEDULE, ANY ITEMS OF EQUIPMENT OR ANY AMOUNT PAYABLE
HEREUNDER. In such an event, Lessee shall, upon receipt of
written notice, acknowledge any such sale, transfer,
assignment or grant of a security interest and shall pay its
obligations hereunder or amounts equal thereto to the
respective transferee, assignee or secured party in the
manner specified in any instructions received from Lessor.
Notwithstanding any such sale, transfer, assignment or grant
of a security interest by Lessor and so long as no Event of
Default shall have occurred hereunder, neither Lessor nor
any transferee, assignee or secured party shall interfere
with Lessee's right of use or quiet enjoyment of the
Equipment. In the event of such sale, transfer, assignment
or grant of a security interest in all or any part of this
Lease and any Schedule hereto, or in the Equipment or in
sums payable hereunder, as aforesaid, Lessee agrees to
execute such documents as may be reasonably necessary to
evidence, secure and complete such sale, transfer,
assignment or grant of a security interest and to perfect
the transferee's, assignee's or secured party's interest
therein (with any filing fees at Lessor's expense) and
Lessee further agrees that the rights of any transferee,
assignee or secured party shall not be subject to any
defense, set-off or counterclaim that Lessee may have
against Lessor or any other party, including the Seller,
which defenses, set-offs and counterclaims shall be asserted
only against such party, and that any such transferee,
assignee or secured party shall have all of Lessor's rights
hereunder, but shall assume none of Lessor's obligations
hereunder. Lessee acknowledges that any assignment or
transfer by Lessor shall not materially change Lessee's
duties or obligations under this Lease and shall not
materially increase the burdens and risks imposed on Lessee.
15. MISCELLANEOUS. All notices and demands relating hereto
shall be in writing and sent by either any nationally
recognized overnight air courier or by certified mail,
return receipt requested, to Lessor or Lessee at their
respective addresses above or shown in the Schedule, or at
any other address designed by notice served in accordance
herewith. Notice by overnight air courier shall be effective
one (1) business day after delivery. Notice by certified
mail shall become effective five (5) business days after
deposit in the United States mail, with proper postage
prepaid, addressed to the party intended to be served at the
address designated herein. All obligations of Lessee shall
survive the termination or expiration of this Lease and any
Schedule hereto. If more than one Lessee is named in this
Lease, the liability of each hereunder to Lessor shall be
joint and several. Any general partner executing this Lease
on behalf of the Lessee agrees that its liability to Lessor
hereunder shall be absolute, primary and direct, and that
Lessor shall not be required to pursue any right or remedy
it may have against the Lessee under the Lease (and shall
not be required to first commence any action or obtain any
judgment against Lessee) before enforcing this liability
against such general partner, and that such general partner
will, upon demand, pay Lessor the amount of all sums then
due under the Lease, the payment of which, by Lessee, is in
default under the Lease, and will, upon demand, perform all
other obligations of Lessee, the performance of which, by
Lessee, is in default under the Lease. Lessee shall, upon
request of Lessor from time to time, perform all acts and
execute and deliver to Lessor all documents which Lessor
deems reasonably necessary to implement this Lease and any
Schedule hereto, including, without limitation, certificates
addressed to such persons as Lessor may direct stating that
this Lease and the Schedule hereto is in full force and
effect, that there are no amendments or modifications
thereto, that Lessor is not in default hereof or breach
hereunder, setting forth the date to which rentals due
hereunder have been paid, ad stating such other matters as
Lessor may reasonably request. This Lease and any Schedule
hereto shall be binding upon the parties and their
successors, legal representatives and assigns. Lessee's
successors and assigns shall include, without limitation, a
receiver, debtor-in-possession, or trustee of or for Lessee.
If any person, firm, corporation or other entity shall
guarantee this Lease and the performance by Lessee of its
obligations hereunder, all of the terms and provisions
hereof shall be duly applicable to such Obligor.
16. CONDITIONS PRECEDENT TO LEASING. (i) Lessor shall have
not obligation to purchase any Equipment for lease to Lessee
under any Schedule hereunder unless or until acceptable
documentation, the form of which will be provided by Lessor
has been executed by Lessee and delivered to Lessor; (ii)
Lessor has confirmed with Lessee that no material adverse
change in Lessee's financial condition and business
prospects has occurred prior to each purchase of Equipment.
17. INVALIDITY. In the event that any provision of this
Lease and any Schedule hereto shall be unenforceable in
whole or in part, such provision shall be limited to the
extent necessary to render the same valid, or shall be
excised from this Lease or any Schedule hereto, as
circumstances may require, and this Lease and the applicable
Schedule shall be construed as if said provision had been
incorporated herein as so limited, or as if said provision
had not been included herein, as the case may be without
invalidating any of the remaining provisions hereof.
18. END OF TERM OPTIONS. Provided that the Lease has not
been terminated and that no Event of Default or event which,
with notice or lapse of time or both, would become an Event
of Default shall have occurred and shall be continuing.
Lessee shall at the end of the Initial Lease Term of the
first Schedule be entitled to elect and to exercise one of
the options, if any, indicated in the applicable Schedule
which election shall be binding on Lessee with respect to
all Schedules entered into between Lessor and Lessee under
this Lease. The foregoing options granted hereunder shall be
exercised by written notice delivered to Lessor by Lessee
not more than 180 days and not less than ninety (90) days
prior to the expiration of the Initial Lease Term of the
Equipment, subject to Schedule No. 001.
5
19. PROGRESS PAYMENTS. If requested by Lessee, progress
payments will be made for any amount over the Minimum
Invoice Amount specified on each Progress Payment
Authorization per invoice to vendors in accordance with
Lessor's standard procedures. Unless otherwise agreed by
Lessor the minimum progress payment amount shall not be less
than the Minimum Progress Payment Amount specified on the
Progress Payment Authorization. Interim rent, on progress
payments, shall be payable from the date progress payments
are made by Lessor to the Commencement Date of the
corresponding Schedule. Interim rent shall be calculated at
the daily equivalent of the Monthly Lease Rate Factor.
Lessee shall deliver to Lessor a Progress Payment
Authorization, not less than 30 days prior to the due date
thereof and in a form acceptable to Lessor, to make a
progress payment and, provided on such due date no Events of
Default have occurred and be continuing hereunder or under
the Lease. Lessor shall make the progress payment set forth
to the manufacturer(s) or supplier(s) as set forth in such
authorization.
20. LAW. This Lease and any Schedule hereto shall be binding
only when accepted by Lessor at its corporate headquarters
in Illinois and shall in all respects be governed and
construed, and the rights and the liabilities of the parties
hereto determined, except for local filing requirements, in
accordance with the laws of the State of Illinois. LESSEE
WAIVES TRIAL BY JURY AND SUBMITS TO THE JURISDICTION OF THE
FEDERAL DISTRICT COURT OR ANY STATE COURT LOCATED WITHIN
XXXX COUNTY IN THE STATE OF ILLINOIS AND WAIVES ANY RIGHT TO
ASSERT THAT ANY ACTION INSTITUTED BY LESSOR IN ANY SUCH
COURT IS IN THE IMPROPER VENUE OR SHOULD BE TRANSFERRED TO A
MORE CONVENIENT FORUM
LESSEE'S INITIALS /s/ HW
------
21. AMENDMENTS. This Lease and any Schedule hereto contain
the entire agreement between the parties with respect to the
Equipment, this Lease and any Schedule hereto and there is
no agreement or understanding oral or written, which is not
set forth herein. This Lease and any Schedule hereto may not
be altered, modified, terminated or discharged except by a
writing signed by the party against whom such alternation,
modification, termination or discharge is sought.
LESSEE'S INITIALS /s/ HW
------
22. LESSEE'S WAIVERS. To the extent permitted by applicable
law, Lessee hereby waives any and all rights and remedies
conferred upon a Lessee by Article 2A of the Uniform
Commercial Code as adopted in any jurisdiction, including
but not limited to Lessee's rights to: (i) cancel this
Lease; (ii) repudiate this Lease; (iii) reject the
Equipment; (iv) revoke acceptance of the Equipment; (v)
recover damages from Lessor for any breaches of warranty or
for any other reason related to the Equipment; (vi) claim a
security interest in the Equipment in Lessee's possession or
control for any reason; (vii) deduct all or any part of any
claimed damages resulting from Lessor's default, if any,
under this Lease; (viii) accept partial delivery of the
Equipment; (iv) "cover" by making any purchase or lease of
or contract to purchase or lease Equipment in substitution
for those due from Lessor; (x) recover any general, special,
incidental, or consequential damages for any reason
whatsoever; and (xi) specific performance, replevin,
detinue, sequestration, claim, and delivery of the like for
any Equipment identified to this Lease. To the extent
permitted by applicable law (unless expressly otherwise
agreed hereunder), Lessee also hereby waives any rights now
or hereafter conferred by statute or otherwise which may
require Lessor to sell, lease, or otherwise use any
Equipment in mitigation of Lessor's damages as set forth in
Paragraph 13 or which may otherwise limit or modify any of
Lessor's rights or remedies under Paragraph 13. Any action
by Lessee against Lessor for any default by Lessor under
this Lease, including breach of warranty or indemnity, shall
be commenced within one (1) year after any such cause of
action accrues.
LESSEE'S INITIALS /s/ HW
------
23. COUNTERPARTS. This Lease may be executed in any number
of counterparts, each of which shall be deemed an original
Each Schedule shall be executed in three (3) serially
numbered counterparts each of which shall be deemed an
original but only counterpart number 1 shall constitute
"chattel paper" or "collateral" within the meaning of the
Uniform Commercial Code in any jurisdiction.
24. ADDENDUM. ("X" if applicable) [_] see Addendum(s)
attached hereto and made a part hereof.
The person executing this Lease for and on behalf of Lessee warrants and
represents, which warranty and representation shall survive the expiration or
termination of this Lease, that this Lease and the execution hereof has been
duly and validly authorized by Lessee, constitutes a valid and binding
obligation of Lessee and that he has authority to make such execution for and on
behalf of Lessee.
IN WITNESS WHEREOF, this Lease has been executed by Lessee this _____ day of
__________ 19__.
ACCEPTED AT CHICAGO, ILLINOIS
OREGON BAKING CORPORATION,
DAB XXXXXX BAKING LINC CAPITAL, INC.
Lessee Lessor
By: /s/ XXXXXX XXXXXXXXXX By: /s/ XXXXXXX X. XXXXXX
--------------------- ---------------------
Title: EXEC. V.P. Title: SENIOR V.P.
------------------ ------------------
Date: 4-29-98 Date: 5/7/98
------------------- -------------------
6
LINC CAPITAL, INC. LINC Capital, Inc.
EQUIPMENT SCHEDULE 000 Xxxx Xxxxxx Xxxxx
SCHEDULE NO. 001 Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
--------------------------------------------------------------------------------
Equipment Location: See Attached Master Lease Agreement No.: 7217
--------------------------------
Acceptance Date: May 31, 1998
--------------------------------------------------------------------------------
LINC CAPITAL, INC. (Lessor) hereby agrees to lease to the Lessee named below,
and Lessee hereby agrees to lease and rent from Lessor the Equipment identified
below, for the term and at the rental payments specified herein, all subject to
the terms and conditions set forth herein and on the reverse side hereof and in
the referenced Master Lease Agreement except as the same may be varied by the
terms of this Schedule.
================================================================================
--------------------------------------------------------------------------------
EQUIPMENT DESCRIPTION: The Equipment will consist of Cost of Equipment:
FURNITURE, FIXTURES AND EQUIPMENT as $415,732.93
more fully described on Schedule "A" attached hereto
and made a part hereof.
--------------------------------------------------------------------------------
================================================================================
TERM AND RENTAL:
--------------------------------------------------------------------------------
Commencement Date: Initial Payment: $27,398.46 Initial Lease Term:
JUNE 1, 1998 (COVERING FIRST AND 36 months
LAST RENTAL PAYMENTS)
--------------------------------------------------------------------------------
Rental Payments* (plus, if applicable all sales, use or other taxes imposed upon
rental payments) shall be made monthly in advance as follows: $ 13,699.23 per
rental payment beginning on the Commencement Date until THIRTY-SIX (36) rental
payments have been paid in full followed by either (i) a 37TH rental payment of
$ 41,573.29 or (ii) provided that no Event of Default has occurred and is
continuing under the Lease in lieu of making the foregoing 37TH rental payment,
Lessee may elect, by written notice issued to Lessor on or before the due date
of the 34TH rental payment , to pay a sum equal to $ 4,157.33 on the due date of
the 37TH rental payment and a like rental payment sum on the next 11 consecutive
rental payment dates respectively and upon such election the Initial Lease Term
shall be deemed to have been extended by 12 months.
*Rental Payments are based on the Lease Rate Factor and are subject to
adjustment as described in Paragraph A on the REVERSE SIDE HEREOF. If
applicable, all freight, sales and use taxes, insurance and maintenance expense
paid by Lessor shall be paid by Lessee in accordance with the terms of the Lease
and this Schedule.
================================================================================
PROPERTY TAXES: Lessor shall report all Equipment for personal property or
advalorem tax return purposes as may be required under applicable law, and all
resulting taxes shall be paid by Lessee.
================================================================================
================================================================================
END OF TERM OPTIONS: At the end of the initial lease term the following options
are granted to Lessee in accordance with the terms described on the reverse side
hereof:
OPTION TO RENEW the Initial Lease Term at a Rental equal to the FAIR RENTAL
VALUE (not less than 1%) renewal each month for a Renewal Period of TWELVE (12)
months.
OPTION TO PURCHASE not less than all of the Equipment at the end of the Initial
Lease Term (as described above including any extension thereof) at a Purchase
Option Price equal to the then FAIR MARKET VALUE (not less than 10%) of the
Equipment.
================================================================================
ADDITIONAL TERMS AND CONDITIONS TO THIS EQUIPMENT SCHEDULE ARE ON THE REVERSE
SIDE HEREOF.
The person executing this Lease for and on behalf of Lessee warrants and
represents, which warranty and representation shall survive the expiration or
termination of this Lease, that this Lease and the execution hereof has been
duly and validly authorized by Lessee, constitutes a valid and binding
obligation of Lessee and that he has authority to make such execution for and on
behalf of Lessee.
--------------------------------------------------------------------------------
Lessee: ACCEPTED AT CHICAGO, ILLINOIS BY LESSOR:
Oregon Baking Corporation, LINC CAPITAL, INC
dba Xxxxxx Baking
By: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. XxXxxx
----------------------- -----------------------
Title: Exec VP Title: Senior V.P.
-------------------- --------------------
Date: 6/16/98 Date: 6/23/98
--------------------------------------------------------------------------------
This Lease (and Equipment Schedule and Master Lease the terms of which
it incorporates) has been assigned, is subject to the security
interests of, and is held in trust for the benefit of Fleet Bank NA,
as Agent, pursuant to the terms and conditions of a security agreement
dated September 28, 1994 and related documents (as the same may be
amended).
ADDITIONAL TERMS AND CONDITIONS TO EQUIPMENT SCHEDULE
A. ADJUSTMENTS TO RENTAL PAYMENTS. Rental Payments are based on a Lease Rate
Factor of 3.2952 % subject to adjustment as described below. The Monthly Lease
Rate Factor will be indexed to the yield for U.S. Treasury Notes maturing
closest to the date Thirthy-six months from the Commencement Date of this
Equipment Schedule (the "Index Instrument"). The yield of the Index Instrument
is currently 5.63 % for the 6 3/8 % Treasury Notes maturing March 2001 as
reported in the Wall Street Journal dated March 3, 1998. The Monthly Lease Rate
Factor shall be adjusted by Lessor to provide for any increase in the yield of
the Index Instrument on the Commencement Date of this Equipment Schedule. At the
Commencement Date of this Equipment Schedule, the Monthly Lease Rate Factor (as
adjusted) shall be fixed for the Initial Lease Term of this Equipment Schedule.
B. ESTIMATED COST OF EQUIPMENT, ESTIMATED ACCEPTANCE DATE, ESTIMATED
COMMENCEMENT DATE AND ADJUSTMENTS IN RENTAL. As used herein, "actual cost" means
the total cost to Lessor of purchasing and delivering the Equipment to Lessee
including, subject to Lessor's consent, taxes, transportation charges and other
charges, which may be applicable. The amount of each payment set forth in the
Schedule are based on an estimate of actual cost, which estimate may, but need
not, be set forth in the Schedule, and such amounts shall be adjusted
proportionately (increased or decreased) if the actual cost of the Equipment
differs from said estimate. Lessee hereby authorizes Lessor to adjust, if
necessary, the amounts set forth in the Schedule to reflect actual cost when the
actual cost is known and to add to the amount of each rental payment any sales,
use or leasing tax that may be imposed on or measured by the rental payments.
Lessor will inform Lessee of the adjustments in rent necessary to reflect actual
cost. If the Commencement Date and Acceptance Date are "estimated" Lessee agrees
to execute a replacement Equipment Schedule setting forth the actual
Commencement Date and Acceptance Date as soon as those dates become final.
C. INITIAL PAYMENT AND/OR SECURITY DEPOSIT. Lessee shall make a security deposit
and/or initial payment as indicated in this Schedule upon execution of this
Schedule and Lessor shall be authorized to apply funds held by Lessor and
otherwise payable to Lessee for such purposes. Any initial payments made by
Lessee shall be deemed to have been earned by Lessor immediately upon receipt
thereof and shall be deemed to have been applied immediately to satisfy Lessee's
obligations to make such payments hereunder. Initial Payments made by the Lessee
shall not be refundable under any circumstances. Any security deposit paid by
Lessee shall not be refundable to Lessee in the event that the term of this
Lease does not commence unless on account of Lessee's rightful refusal to accept
delivery of the Equipment and in that event such sums shall be deemed to have
been earned by Lessor immediately upon the receipt hereof. At Lessor's option
any security deposit made hereunder may be applied by Lessor to cure any default
of Lessee under the lease, in which event Lessee shall promptly restore the
security deposit to their full amounts as set forth in this Schedule. If all the
terms and conditions herein to be performed by Lessee are fully performed and
all of Lessee's obligations hereunder are fully complied with, that portion of
any security deposit not so applied shall be refunded to Lessee at the
termination or expiration of this Lease.
D. PURCHASE OPTION AND/OR OPTION FOR RENEWAL OF LEASE TERM. [This section
applies only if this schedule indicates that an option to purchase the Equipment
or an option to renew the Lease Term is applicable.] Provided that the Lease,
this Schedule, or any option granted hereunder has not been terminated by Lessor
and that no Event of Default shall have occurred and shall be continuing, Lessor
agrees to grant Lessee an option to purchase the Equipment and/or renew the
Lease Term. See Section 18 of the Master Lease Agreement for additional terms
and conditions applicable to End of Term Options.
If an Event of Default has not occurred under the Lease, Lessee, by giving
Lessor not less than ninety (90) days written notice by registered or certified
mail prior to the expiration date of this Schedule, may, elect to (1) if
applicable, purchase not less than all of the Equipment then leased hereunder,
at the times and in the manner hereinafter specified, for an amount equal to the
Purchase Option Price stated on the face of this Schedule plus any accrued and
unpaid rental or other amounts due under the Lease and plus any applicable sales
tax with respect thereto or (2) if applicable, renew the lease term of not less
than all of the Equipment then leased hereunder for the period(s) and for the
renewal rental(s) (payable in advance) stated on the face of this Schedule. If
Lessee elects to exercise said purchase option, same shall be exercised on the
day immediately following the date of expiration of the minimum lease term, and
by the delivery at such time by Lessee to Lessor of payment, in cash or by
certified check, of the amount of the Purchase Price for the Equipment as
hereinbefore set forth.
Upon payment of said purchase price for the Equipment, Lessor shall, upon
request of Lessee, execute and deliver to Lessee a Xxxx of Sale for the
Equipment, on an "AS IS," "WHERE IS," "WITH ALL FAULTS" basis, without
representations or warranties of any kind whatsoever. If Lessee exercises its
purchase option and fails to make such payment, Lessee shall pay as additional
rent for each month or fraction thereof after the end of the Initial Lease Term,
an amount equal to the highest monthly payment set forth herein. If Lessee does
not elect to exercise either of said options; Lessee shall return each item of
equipment to Lessor, pursuant to and under the terms and conditions of Section 3
of the Lease. If Lessee fails to notify Lessor as provided herein or if Lessor
and Lessee cannot agree on the purchase or renewal terms, then the term of this
Lease shall be automatically extended at the highest rental provided in this
Schedule, for successive three month periods unless and until terminated by
either party giving to the other not less than three months prior written notice
by registered or certified mail of its intention to terminate at the end of the
next succeeding extension period, and upon termination of this Schedule, Lessee
shall return all of the Equipment as provided in the Lease.
-2-
This Lease (and Equipment Schedule and Master Lease the terms of which
it incorporates) has been assigned, is subject to the security
interests of, and is held in trust for the benefit of Fleet Bank NA,
as Agent, pursuant to the terms and conditions of a security agreement
dated September 28, 1994 and related documents (as the same may be
amended).
XXXX OF SALE Lease No 7217-001
(See Attached Schedule A)
KNOW ALL PEOPLE BY THESE PRESENTS, that OREGON BAKING CORPORATION, DBA XXXXXX
BAKING, AN OREGON CORPORATION; having its principal office and place of business
at 0000 XX XXXXXXXXXX, XXXXXXXX, XX 00000 (herein, the "Seller"), for an in
consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration received from LINC CAPITAL, INC. having its principal office and
place of business at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (herein, the
"Buyer"), the receipt and sufficiency of which is hereby acknowledged, has
bargained, sold, transferred, assigned, set over and conveyed, and by these
presents does bargain, sell, transfer, assign, set over and convey unto the
Buyer, its successors and assigns, the personal property described in Schedule A
attached hereto (the "Equipment"), TO HAVE AND TO HOLD the Equipment unto the
Buyer, its successors and assigns, to its and their own use and behalf forever.
Seller hereby represents and warrants to Buyer that Seller is the absolute owner
of the Equipment, that the Equipment is free and clear of all liens, charges and
encumbrances and that Seller has full right, power and authority to sell the
Equipment and to make this Xxxx of Sale. Seller hereby represents, warrants and
covenants to and with Buyer on the date hereof that:
(1) Seller has full power, authority and legal right to make and perform its
obligations under this Xxxx of Sale; and the execution, delivery and performance
thereof have been duly authorized by all necessary actions on the part of
Seller, and do not require any approval or consent of any equity interest
holders of Seller or any trustee or holder or any indebtedness or obligation of
Seller or such required approval and consents have heretofore been duly obtained
by Seller; (2) the execution, delivery and making of this Xxxx of Sale by Seller
does not contravene any law, governmental rule, regulation, order or ordinance
of any governmental entity having jurisdiction over this matter; (3) the
execution and delivery of this Xxxx of Sale does not contravene any provision of
any internal organizational instruments of Seller including any applicable
Certificate of Incorporation or Bylaws, Certificate of Limited Partnership, and
does not and will not result in any breach of or constitute a default under any
indenture, mortgage, contract, agreement or instrument to which Seller is a
party or by which it or its property is bound; (4) the obligations set forth in
this Xxxx of Sale are valid and binding obligations, enforceable in accordance
with their terms against Seller, except as such enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting creditor's rights or
general principles of equity; (5) ALL SALES, TRANSFER, FRANCHISE OR SIMILAR
TAXES IMPOSED UPON SELLER IN CONNECTION WITH THE ACQUISITION OF THE EQUIPMENT BY
SELLER FROM ITS SUPPLIERS WILL HAVE BEEN PAID ON THE DATE HEREOF AND ALL SUCH
TAXES DUE WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS XXXX OF SALE WILL
BE PAID BY SELLER AND SELLER AGREES TO PROVIDE BUYER WITH EVIDENCE THAT ALL SUCH
SALES TAXES HAVE BEEN PAID (6) there are no pending or, to the knowledge of
Seller, threatened actions or proceedings before any court or administrative
agency which will materially adversely affect the condition, business or
operation of Seller or the ability of Seller to perform its obligations under
this Xxxx of Sale; and (7) Seller will make appropriate notations on its books
and records indicating the sale of Equipment to Buyer pursuant to this Xxxx of
Sale.
Seller hereby further covenants with Buyer that: (1) Seller shall pay or obtain,
as the case may be, when due, all sales, use, property or other taxes (other
than taxes based on the net income of Buyer), licenses, tolls, inspection or
other fees, bonds, permits or certificates now or hereafter imposed by or
required to be paid or obtained to or from any jurisdiction in connection with
the sale of the Equipment by Seller to Buyer; (2) Seller hereby assigns to Buyer
all warranties and representations of the manufacturer(s) of the Equipment or
suppliers of the Equipment to Seller, to the extent assignable and to the extent
such warranties and representations are not assignable, Seller agrees to enforce
such representations and warranties for the benefit of Buyer; (3) Seller hereby
covenants that with respect to any item of Equipment at the time of sale to
Buyer that is subject to the lien of any third party claiming through Seller,
Seller shall obtain the written agreement of such third parties to release all
such said liens; and (4) Seller hereby agrees to indemnify Buyer and protect,
defend and hold it harmless from and against any and all loss, cost, damage,
injury or expense, including without limitation, reasonable attorneys' fees
wheresoever and howsoever arising which Buyer may incur by reason of any
material breach by Seller of any of the representations by, or obligations of
Seller set forth herein.
EXCEPT AS SPECIFICALLY SET FORTH IN A SEPARATE AGREEMENT OR IN THIS XXXX OF SALE
THERE ARE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, EXPRESS OR
IMPLIED, CONCERNING THE EQUIPMENT, ITS CONDITION, ITS FITNESS FOR A PARTICULAR
PURPOSE, OR ITS MERCHANTABILITY.
Seller, for itself and its successors and assigns further covenants and agrees
to do, execute and deliver, or to cause to be done, executed and delivered, all
such further acts, transfers and assurances, for the better assuring, conveying
and confirming unto Buyer and its successors and assigns, all and singular, the
Equipment hereby bargained, sold, assigned, transferred, set over and conveyed,
as Buyer and its successors and assigns shall request.
This Xxxx of Sale and the representations, warranties, and covenants herein
contained shall inure to the benefit of Buyer and its successors and assigns,
shall be binding upon Seller and its successors, assigns and transferees, and
shall survive the execution and delivery hereof.
IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale to be executed as of May
31, 1998 by its duly authorized officers or representatives.
Accepted in Chicago, IL by:
SELLER: Oregon Baking Corporation, BUYER: LINC CAPITAL, INC.
dba Xxxxxx Baking ------------------------------------
By: /s/ Xxxxxx Xxxxxxxxxx By:
----------------------
Name: Xxxxxx Xxxxxxxxxx Name: /s/ Xxxxxxx X. XxXxxx
-------------------- ---------------------
Title: Exec VP Title: Senior V.P.
------------------- ---------------------
Lease No. 7217-001
SCHEDULE A
to
XXXX OF SALE
between
Oregon Baking Corporation, dba Xxxxxx Baking, as Seller
and
LINC CAPITAL, INC as Buyer
Attached hereto is the Schedule of personal property constituting the Equipment
which is the subject matter of the Xxxx of Sale between Seller and Buyer.
SELLER: Oregon Baking Corporation, dba Xxxxxx Baking
BY: /s/ Xxxxxx Xxxxxxxxxx
NAME: Xxxxxx Xxxxxxxxxx
TITLE: Exec VP
EQUIPMENT ACCEPTANCE CERTIFICATE LINC CAPITAL, INC.
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
Master Lease Agreement No 7217 between LINC Capital, Inc. ("Lessor") and
OREGON BAKING CORPORATION, DBA XXXXXX BAKING ("Lessee")
Equipment Schedule No. 001
--------------------------------------------------------------------------------
Equipment Description:
The "Equipment" consisting of FURNITURE, FIXTURES AND EQUIPMENT as more fully
described on Schedule "A" attached hereto and made a part hereof.
--------------------------------------------------------------------------------
To Whom it May Concern:
The undersigned, being a duly authorized officer or agent of the Lessee, hereby
(i) certifies that all of the above-referenced equipment (the "Equipment") has
been delivered and inspected, is of an acceptable size, design, capacity and
manufacture, is in good working order, repair and condition, and has been
installed to the satisfaction of Lessee; and (ii) unconditionally accepts the
Equipment "AS IS," "WHERE IS," for all purposes of the Lease.
It is understood and agreed by Lessee that LINC Capital, Inc. and its successors
and assigns in no way or manner assumes any responsibility, either now or
hereafter, for the use, performance, functioning, maintenance or service of the
Equipment, or for its suitability or adaptability for any particular purpose.
Your identification decals will be attached indicating your ownership of the
above equipment upon written request made to us.
Acceptance Date as defined in Section 1 of the Lease shall be May 31, 1998.
-------------
Oregon Baking Corporation, dba Xxxxxx Baking
Lessee
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------
Title: Exec VP
-------------------
Date: 6-16-98
-------------------
SCHEDULE A
LIST OF RETAIL STORES
OREGON RETAIL STORES WASHINGTON RETAIL STORES
-------------------- ------------------------
Tanasbourne Crossroads
0000 XX Xxxx Xxxxxx Xx 00000 XX 0xx Xxxxxx xxxxx X0
Xxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
Washington County King County
Sherwood 00xx xxxxxx
00000 XX Xxxxxxxx-Xxxxxxxx 00000 XX 00xx Xxxxxx
Xxxxxxxx, XX 00000-0000 Xxxxxxxx, XX 00000
Washington County King County
Salem Xxxx Xxxxxx
000 Xxxxxxx XX suite 100 000 000xx Xxxxxx XX
Xxxxx, XX 00000 Xxxxxxxx, XX 00000
Xxxxxx County King County
Issaquah
000 XX Xxxxxx Xxxx xxxx X
Xxxxxxxx, XX 00000
King County
Factoria
0000 000xx Xxxxxx XX #X-0
Xxxxxxxx, XX 00000
King County
Xxxxxxx
0000 XX Xxxxxx
Xxxxxxx, XX 00000
Xxxx Xxxxxx
Burien
00000 Xxxxx Xxxxxx X #X-000
Xxxxxx, XX 00000
King County
OREGON BAKING COMPANY DBA XXXXXX BAKING
SCHEDULE A (SCHEDULE 001)
TO BE PAID
----------
Date of Description of
Vendor Inv.# Invoice Items purchased Location-City, County
------ ----- ------- --------------- ---------------------
1 Xxxxxxxx Construction contract 03/12/98 various FFE Main St, Bellevue, WA
2 Espresso Roma 16318 03/25/98 Espresso machine Main St, Bellevue, WA
3a Xxxxxx Xxxxxxxx 21145 03/27/98 chairs Xxxx Xx, Xxxxxxxx, XX
0x Tube Art 03/27/98 remove/dispose sign Xxxx Xx, Xxxxxxxx, XX
0x Tube Art contract 03/27/98 signage Main St, Bellevue, WA
5 Xxxxxxxx'x 62029 04/03/98 various FFE Main St., Bellevue, WA
6a Charis, Inc. 112707 04/14/98 chairs, tables, Main St., Bellevue, WA
umbrellas
15 Merchants Info. 337597 04/14/98 micros Main St., Bellevue, WA
Solutions
3b Xxxxxx Xxxxxxxx 21145 03/27/98 chairs/stools 00xx Xx. Xxxxxxxx, XX
7 Xxxxxxxx contract 04/16/98 various FFE 00xx Xx. Xxxxxxxx, XX
0x Chairs, Inc. 112707 04/14/98 chairs, tables, 10th St. Bellevue, WA
umbrellas
3c Xxxxxx Xxxxxxxx 21145 03/27/98 chairs/stools Xxxxxxxx, XX
0x Chairs, Inc. 112707 04/14/98 chairs, tables, Issaquah, WA
umbrellas
8a Xxxxxxxx Const. contract 02/28/98 various FFE Beaverton, OR
9 Xxxxxxxx'x 61180 03/17/98 various FFE Beaverton, OR
10 Bakery Equipment 18798 03/17/98 abor for move of Beaverton, OR
Servic Xxxxxx Xxx
11 Xxxxxx Xxxxxxxx 21144 03/27/98 chairs Xxxxxxxxx, XX
0x Chairs, Inc. 112707 04/14/98 chairs, tables, Beaverton, OR
umbrellas
12 Xxxxxxxx contract 04/15/98 various FFE Sherwood, OR
12 Xxxxxxxx contract 04/15/98 various FFE Sherwood, OR
PAID
----
Date of Description of
Vendor Inv.# Invoice Items purchased Location
------ ----- ------- --------------- --------
13 Espresso Roma 16160 02/24/98 Espresso machine Xxxxxxxxx, XX
00 Xxxxxx Xxxxxxxx 00000 03/10/98 chairs/stools Xxxxxxxxx, XX
0x Xxxxxxxx contract 03/16/98 various FFE Beaverton, OR
4b Tube Art contract 03/25/98 signage Main, Bellevue, WA
LESEE /s/ HJW LESSOR
------- ------
Amount Date Inv. Bal. Still
Vendor of Inv. Due Due Model Serial #
------ ------- --------- ---------- ----- --------
1 Xxxxxxxx Construction 42,658.13 39,282.00
2 Espresso Roma 4,600.00 4,600.00 3GRP Automatic Mode 116555
3a Xxxxxx Xxxxxxxx 3,134..25 04/06/98 3,134.25 CE-90
4a Tube Art 594.04 547.00
4b Tube Art 14,632.74 7,316.36
5 Xxxxxxxx'x 35,262.20 04/13/98 32,469.80 see attached invoice
6a Chairs, Inc. 3,171.45 upon receipt 3,171.45
15 Merchants Info. 16,373.20 upon receipt 15,362.00
Solutions
3b Xxxxxx Xxxxxxxx 6,362.44 04/06/98 6,362.44 CE-90 & CE-93
7 Xxxxxxxx 46,787.00 46,787.00
6b Chairs, Inc. 953.04 upon receipt 953.04
3c Xxxxxx Xxxxxxxx 3,910.06 04/06/98 3,910.06 CE-90 & CE-93
6c Chairs, Inc. 250.91 upon receipt 250.91
8a Xxxxxxxx Const. 1,764.94 03/19/98 1,764.94
9 Xxxxxxxx'x 32,896.78 32,896.78 see attached invoice
10 Bakery Equipment 500.00 04/17/98 500.00
Servic
11 Xxxxxx Xxxxxxxx 588.49 04/06/98 588.49 CE-90
6d Chairs, Inc. 1,910.31 upon receipt 1,910.31
12 Xxxxxxxx 51,870.00 51,870.00
12 Xxxxxxxx 2,851.00 2,851.00
------------ ------------
271,070.98
Total to be Paid: 256,527.83
Amount OBC Date of Amount Bal. Still
Vendor of Inv. ch# Check of check Due Model Serial #
------ ------- --- ----- -------- --- ----- --------
13 Espresso Roma 5,150.00 22472 04/01/98 5,150.00 0.00 P Automatic Model 85- 116556
14 Xxxxxx Xxxxxxxx 3695.53 22493 04/02/98 3695.53 0.00 CE-90 & XX-00
0x Xxxxxxxx 35,393.00 22348 03/24/98 33,628.06 1,764.94
4b Tube Art 14,632.74 22468 03/27/98 7,316.38 7,316.36
------------
Paid Total: 49,789.97
Grand Total 306,317.80
SCHEDULE A
TO
MASTER LEASE NO. 7217-001
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE June 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
Grand Total from Page 1
Removed & junked both sets of Bellevue, WA Tube Art 6-48611
channel letters
Installation Man/Eq 22.5 Hrs. Bellevue, WA Tube Art 6-48683
Shop labor 1.5 Hrs
Re-face sign Man/Eq 1.5 Hrs. Bellevue, WA Tube Art 6-48676
Single rack oven, digital, gas fired Sherwood, OR Bakery Equipment 000109247
Supervisor Services
Freight
21 4 Top Metal Slot Frame Tables Portland, OR Chairs, Inc. 112722
90 EMU Chairs Black
27 Umbrellas
27 Umbrella Stands
27 Umbrella Silk Screens
1 Freight for Umbrellas and Chairs
3 000184-012 Sherwood, OR Merchants Information 338891
Kit, 2400 FFS, S Solutions, Inc.
3 400344-001
Kit, Roll Printer, 2000
3 400350-001
Attached Display 1000/2000
1 400329-001
Kit, Com Interface Board 2700
1 400305-002
Kit, 2400 Crt Controller, FF
Lessee's Initials /s/ HJW Lessor's Initials
------- ----- Page 1 of 5
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. INVOICE INVOICE DATE
AMOUNT BREAKDOWN PAID AMOUNT PAID
$306,317.80
Removed & junked both sets of channel letters 369.00
$369.00 06/04/98
Installation Man/Eq 22.5 Hrs. 167.50
Shop labor 1.5 Hrs 82.50
$250.00 06/04/98
Re-face sign Man/Eq 1.5 Hrs. 100.50
$100.50 06/04/98
Single rack oven, digital, gas fired 15,370.00
Supervisor Services 9801-00981 500.00
Freight 234.00
$16,104.00 06/04/98
21 4 Top Metal Slot Frame Tables 3,990.00
90 EMU Chairs Black 6,750.00
27 Umbrellas 2,025.00
27 Umbrella Stands 540.00
27 Umbrella Silk Screens 945.00
1 Freight for Umbrellas and Chairs 995.09
$15,245.09
3 000184-012 27680 5,686.00
Kit, 2400 FFS, S 27688
27691
3 400344-001 63678 1,500.00
Kit, Roll Printer, 2000 63685
63681
3 400350-001 750.00
Attached Display 1000/2000
1 400329-001 52118 450.00
Kit, Com Interface Board 2700
1 400305-002 3837 750.00
Kit, 2400 Crt Controller, FF
SCHEDULE A
TO
MASTER LEASE NO. 7217-001
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE June 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. XX XX.
0 000000-000
Xxx, 0000 XXX Xxxxxx
1 400332-002
Assy, Monitor, Amber, 14, TTL
3 40018-013
Cash Dwr, 12V, Din, Small Profile
7 PRPR04
Connector Sets
1 Freight (P2)
Freight 2000 Series
15 PPROGO5
Programming/Setup/Database
1 000193-121
MWS +/PCISN Communicating SFTWR
1 Pentcomputer
Pentium 200, 32 MG, 2GIG HD
Win 95, Keyboard, Mouse
33.6 Modem
1 Tape Bkup T300
3.2 GIG Tape Drive
1 Monitor
14" SVGA Monitor
1 Trippliteups
Trippliteups UPS Power Backup
HP 6 Series
HP 6 Series Laser Printer
1 Procomm Sftware
Procomm Sftware
1 PPROGO5
Computer Configuration/Set-up
Discount (P2)
Micros 2000 Series
3 000184-012 Bellevue, WA Merchants Information 338573
Kit, 2400 FFS, S Solutions, Inc.
3 400344-001
Kit, Roll Printer, 2000
Lessee's Initials /s/ HJW Lessor's Initials
------- ----- Page 2 of 5
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID AMOUNT PAID
1 400316-001 250.00
Kit, 4000 VDU Keypad
1 400332-002 165.00
Assy, Monitor, Amber, 14, TTL
3 40018-013 630.00
Cash Dwr, 12V, Din, Small Profile
7 PRPR04 595.00
Connector Sets
1 Freight (P2) 254.50
Freight 2000 Series
15 PPROGO5 975.00
Programming/Setup/Database
1 000193-121 15872 1,800.00
MWS +/PCISN Communicating SFTWR
1 Pentcomputer OR13550 2,165.00
Xxxxxxx 000, 00 XX, 0XXX XX
Win 95, Keyboard, Mouse
33.6 Modem
1 Tape Bkup T300
3.2 GIG Tape Drive
1 Monitor PA881TC00630
14" SVGA Monitor
1 Trippliteups SJPHJ035332
Trippliteups UPS Power Backup
HP 6 Series
HP 6 Series Laser Printer
1 Procomm Sftware
Procomm Sftware
1 PPROGO5 500.00
Computer Configuration/Set-up
Discount (P2) (1,527.00)
Micros 2000 Series
$14,942.50
3 000184-012 24356 5,685.00
Kit, 2400 FFS, S 24877
24618
61794 1,500.00
3 400344-001 61850
Kit, Roll Printer, 2000 61801
SCHEDULE A
TO
MASTER LEASE NO. 7217-001
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE June 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION XXXXXX XX. XX XX.
0 000000-000
Xxxxxxxx Display 1000/2000
1 400329-001
kit, Com Interface Board 2700
1 400305-002
Kit, 2400 Crt Controller, FF
1 400316-001
Kit, 4000 VDU Key Pad
1 400332-003
Assy, Monitor, Amber, 14TTL
3 400018-013
cash Dwr, 12V, Din, Small Profile
7 PRPR04
Site Survey And Preparation
1 Freight (P2)
Freight 2000 Series
45 PPR0G05
Programming/Setup/Training and Live
Support
1 000193-121
MWS +/ PCISN Communications Sftware
1 Pentcomputer
Pentium 200MMX, 32 MG, 2 GIG HD
Win 95, Keyboard, Mouse
33.6 Modem
1 Tape Bkup T3000
HP Colorado X0000 Xxxx Xxxxx
0 Xxxxxxx
14" SVGA Monitor
1 Trippliteups
Tripplite UPS Power Backup
1 HP 6 Series
HP 6 Series Laser Printer
1 Procomm Software
Procomm Software
1 PPR0G05
Computer configuration/Setup
1 Discount (P2)
Lessee's Initials /s/ HJW Lessor's Initials
------- ----- Page 3 of 5
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. INVOICE INVOICE DATE
AMOUNT BREAKDOWN PAID AMOUNT PAID
3 400350-001 750.00
Attached Display 1000/2000
1 400329-001 23406 450.00
kit, Com Interface Board 2700
1 400305-002 3429 750.00
Kit, 2400 Crt Controller, FF
1 400316-001 250.00
Kit, 4000 VDU Key Pad
1 400332-003 165.00
Assy, Monitor, Amber, 14TTL
3 400018-013 630.00
cash Dwr, 12V, Din, Small Profile
7 PRPR04 595.00
Site Survey And Preparation
1 Freight (P2) 254.50
Freight 2000 Series
45 PPR0G05 2,925.00
Programming/Setup/Training and Live
Support
1 000193-121 72805 1,800.00
MWS +/ PCISN Communications Sftware
1 Pentcomputer OR13852 2,165.00
Pentium 200MMX, 32 MG, 2 GIG HD
Win 95, Keyboard, Mouse
33.6 Modem
1 Tape Bkup T3000
HP Colorado X0000 Xxxx Xxxxx
0 Xxxxxxx XX00XXX00000
14" SVGA Monitor
1 Trippliteups
Tripplite UPS Power Backup
1 HP 6 Series SJPHJ036022
HP 6 Series Laser Printer
1 Procomm Software
Procomm Software
1 PPR0G05 500.00
Computer configuration/Setup
1 Discount (P2) (1,527.00)
$16,892.50
SCHEDULE A
TO
MASTER LEASE NO. 7217-001
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE June 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
1 Material and Labor Bellevue, WA Xxxxxxxx Construction 841
1 Overhead/Profit
13 Black Crakle Table Base Bellevue, WA Xxxxxxxx 64192
1 Labor
1 Labor
1 5'0" Non Refrigerated Pastry case
2 Hotel Pan, Sixth SZ, 4" DP S/S
1 Slide Door Merchandiser Black
1 One Year Labor Warranty
1 Undercounter Dishwasher W/Booster
1 Plain White Sign
4 2Qt. Xxxx Xxxxx
1 Freight Contract
1 Freezer One Door
1 Compressor Warranty
1 Labor Warranty, 1Year Service
3 Tray Rack Flange
1 Display case (cake deli etc.)
1 Display case Glass Curve Refrigerator
1 Breugers case, Refrigerated
1 Tomatoe King 3/16 Cut
1 Tomatoe King Blades
1 Focacia Toaster, Countertop
1 Scale
1 Bread slicer 1/2 Slice Chrome
1 Undercounter Refrigerator
1 Labor Warranty, 1Year Service
5 Xxxx xxxxx 2QT
2 Cut Pan to 2in" QA
1 Knock Box for Espresso
3 Menu Lettering on Plastic Laminate Sherwood, OR Northwest Sign Center 11706
Panel Provided By Client
Logo in Dimensional PVC With Antique
White Detail On Plastic Laminate Panel
Provided by Client
6 7X15 D/F Black 6mm PVC Hanging
Sign For Area ID
Lessee's Initials /s/ HJW Lessor's Initials
------- ----- Page 4 of 5
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. INVOICE INVOICE DATE
AMOUNT BREAKDOWN PAID AMOUNT PAID
1 Material and Labor 3,535.00
1 Overhead/Profit 354.00
$3,889.00
13 Black Crakle Table Base 898.56
1 Labor 400.00
1 Labor 500.00
1 5'0" Non Refrigerated Pastry case 3,771.00
2 Hotel Pan, Sixth SZ, 4" DP S/S 13.60
1 Slide Door Merchandiser Black 1,810.40
1 One Year Labor Warranty 87.48
1 Undercounter Dishwasher W/Booster 3,216.78
1 Plain White Sign
4 2Qt. Xxxx Xxxxx 42.76
1 Freight Contract
1 Freezer One Door 1,659.00
1 Compressor Warranty 79.30
1 Labor Warranty, 1Year Service 128.75
3 Tray Rack Flange 183.99
1 Display case (cake deli etc.) 6,199.25
1 Display case Glass Curve Refrigerator 5,975.00
1 Breugers case, Refrigerated 4,201.00
1 Tomatoe King 3/16 Cut 152.50
1 Tomatoe King Blades 16.20
1 Focacia Toaster, Countertop 369.90
1 Scale 403.00
1 Bread slicer1/2slice Chrome 3,731.40
1 Undercounter Refrigerator 1,106.62
1 Labor Warranty, 1Year Service 102.60
5 Xxxx xxxxx 2QT 53.45
2 Cut Pan to 2in" QA 28.80
1 Knock Box for Espresso 16.20
$35,147.54
3 Menu Lettering on Plastic Laminate 900.00
Panel Provided By Client
1 Logo in Dimensional PVC With Antique 250.00
White Detail On Plastic Laminate Panel
Provided by Client
6 7X15 D/F Black 6mm PVC Hanging
Sign For Area ID 200.00
SCHEDULE A
TO
MASTER LEASE NO. 7217-001
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE June 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
2 Door Hours
2 Door Logos
2 Installation Of Door Graphics (per hr.)
2 Design/Layouts/Consultations (per hr.)
38 Bagel Arcylic Tag D/F Bellevue, WA Northwest Sign Center 11693
3 12 X 18 Acrylic Order Item Here Sign
4 8.5 X 11 Chalkboard with Log
1 Shipping by UPS
3 Menu Panels with revised xxx and Bellevue, WA Northwest Sign Center 11692
Layout
3 Design/Layout/Consultation
1 Logo on Dimensional PVC with
Gold Detail On Plastic
7 7X15 D/F Black 6mm PVC Hanging
Sign for Area ID
2 Menu Lettering on Plastic Laminate Bellevue, WA Northwest Sign Center 11663
Panel Provided by Client
3 Design/Consultation/Layouts
3 Menu Lettering on Plastic Laminate
18 Bagel Acrylic Tag
1 12x12 Acrylic Order Item Here Sign
1 Price Changes For 1st Month
1 Shipping by UPS
1 Shipping by UPS
Lessee's Initials /s/ HJW Lessor's Initials
------- ----- Page 5 of 5
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID AMOUNT PAID
2 Door Hours 90.00
2 Door Logos 50.00
2 Installation Of Door Graphics (per hr.) 90.00
2 Design/Layouts/Consultations (per hr.) 150.00
$1,730.00
38 Bagel Arcylic Tag D/F 570.00
3 12 X 18 Acrylic Order Item Here Sign 135.00
4 8.5 X 11 Chalkboard with Log 180.00
1 Shipping by UPS 25.00
$910.00
3 Menu Panels with revised xxx and 900.00
Layout
3 Design/Layout/Consultation 225.00
1 Logo on Dimensional PVC with 350.00
Gold Detail On Plastic
7 7X15 D/F Black 6mm PVC Hanging 210.00
Sign for Area ID
$1,685.00
2 Menu Lettering on Plastic Laminate 600.00
Panel Provided by Client
3 Design/Consultation/Layouts 225.00
3 Menu Lettering on Plastic Laminate 900.00
18 Bagel Acrylic Tag 270.00
1 12x12 Acrylic Order Item Here Sign 45.00
1 Price Changes For 1st Month 10.00
1 Shipping by UPS 70.00
1 Shipping by UPS 30.00
$2,150.00
-----------
Grand Total $415,732.93
LINC CAPITAL, INC. LINC Capital, Inc.
EQUIPMENT SCHEDULE 000 Xxxx Xxxxxx Xxxxx
SCHEDULE NO. 002 Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
--------------------------------------------------------------------------------
Equipment Location: 2287 X.X. XXXXXXXXXX Master Lease Agreement No.: 7217
XXXXXXXX, XX 00000 --------------------------------
(See Attached) Acceptance Date: July 31, 1998
--------------------------------------------------------------------------------
LINC CAPITAL, INC. (Lessor) hereby agrees to lease to the Lessee named below,
and Lessee hereby agrees to lease and rent from Lessor the Equipment identified
below, for the term and at the rental payments specified herein, all subject to
the terms and conditions set forth herein and on the reverse side hereof and in
the referenced Master Lease Agreement except as the same may be varied by the
terms of this Schedule.
================================================================================
--------------------------------------------------------------------------------
Equipment Description: The Equipment will Estimated Cost of Equipment:
consist of FURNITURE, FIXTURES AND EQUIPMENT $434,577.06
as more fully described on Schedule "A"
attached hereto and made a part hereof.
--------------------------------------------------------------------------------
================================================================================
TERM AND RENTAL:
--------------------------------------------------------------------------------
Commencement Date: Initial Payment: $28,640.37 Initial Lease Term:
August 1, 1998 (COVERING FIRST AND 36 months
LAST RENTAL PAYMENTS
--------------------------------------------------------------------------------
Rental Payments*(plus, if applicable all sales, use or other taxes imposed upon
rental payments) shall be made monthly in advance as follows: $14,320.18 per
rental payment beginning on the Commencement Date until THIRTY-SIX (36) rental
payments have been paid in full followed by either (i) a 37th rental payment of
$43,457.71 or (ii) provided that no Event of Default has occurred and is
continuing under the Lease in lieu of making the foregoing 37th rental payment,
Lessee may elect, by written notice issued to Lessor on or before the due date
of the 34th rental payment, to pay a sum equal to $4,345.77 on the due date of
the 37th rental payment and a like rental payment sum on the next 11 consecutive
rental payment dates respectively and upon such election the Initial Lease Term
shall be deemed to have been extended by 12 months.
*Rental Payments are based on the Lease Rate Factor and are subject to
adjustment as described in Paragraph A on the REVERSE SIDE HEREOF. If
applicable, all freight, sale sand use taxes, insurance and maintenance expense
paid by Lessor shall be paid by Lessee in accordance with the terms of the Lease
and this Schedule.
================================================================================
PROPERTY TAXES: Lessor shall report all Equipment for personal property or
advalorem tax return purposes as may be required under applicable law, and all
resulting taxes shall be paid by Lessee.
================================================================================
================================================================================
END OF TERM OPTIONS: At the end of the initial lease term the following options
are granted to Lessee in accordance with the terms described on the reverse side
hereof:
OPTION TO RENEW the Initial Lease Term at a Rental equal to the FAIR RENTAL
VALUE (not less than 1%) renewal each month for a Renewal Period of Twelve (12)
months.
OPTION TO PURCHASE not less than all of the Equipment at the end of the Initial
Lease Term (as described above including any extension thereof) at a Purchase
Option Price equal to the then FAIR MARKET VALUE (not less than 10%) of the
Equipment.
================================================================================
ADDITIONAL TERMS AND CONDITIONS TO THIS EQUIPMENT SCHEDULE ARE ON THE REVERSE
SIDE HEREOF.
The person executing this Lease for and on behalf of Lessee warrants and
represents, which warrant and representation shall survive the expiration or
termination of this Lease, that this Lease and the execution hereof has been
duly and validly authorized by Lessee, constitutes a valid and binding
obligation of Lessee and that he has authority to make such execution for and on
behalf of Lessee.
Lessee: ACCEPTED AT CHICAGO, ILLINOIS BY LESSOR:
Oregon Baking Corporation, LINC CAPITAL, INC
dba Xxxxxx Baking
By: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. XxXxxx
---------------------- ----------------------
Title: Exec VP Title: Senior V.P.
------------------- -------------------
Date: 8/10/98 Date:
-------------------- -------------------
This Lease (and Equipment Schedule and Master Lease the terms of which
it incorporates) has been assigned, is subject to the security
interests of, and is held in trust for the benefit of Fleet Bank NA,
as Agent, pursuant to the terms and conditions of a security agreement
dated September 28, 1994 and related documents (as the same may be
amended).
XXXX OF SALE Lease No 7217-001
(See Attached Schedule A)
KNOW ALL PEOPLE BY THESE PRESENTS, that OREGON BAKING CORPORATION, DBA XXXXXX
BAKING, AN OREGON corporation; having its principal office and place of business
at 0000 XX XXXXXXXXXX, XXXXXXXX, XX 00000 (herein, the "Seller"), for an in
consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration received from LINC CAPITAL, INC. having its principal office and
place of business at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (herein, the
"Buyer"), the receipt and sufficiency of which is hereby acknowledged, has
bargained, sold, transferred, assigned, set over and conveyed, and by these
presents does bargain, sell, transfer, assign, set over and convey unto the
Buyer, its successors and assigns, the personal property described in Schedule A
attached hereto (the "Equipment"), TO HAVE AND TO HOLD the Equipment unto the
Buyer, its successors and assigns, to its and their own use and behalf forever.
Seller hereby represents and warrants to Buyer that Seller is the absolute owner
of the Equipment, that the Equipment is free and clear of all liens, charges and
encumbrances and that Seller has full right, power and authority to sell the
Equipment and to make this Xxxx of Sale. Seller hereby represents, warrants and
covenants to and with Buyer on the date hereof that:
(1) Seller has full power, authority and legal right to make and perform its
obligations under this Xxxx of Sale; and the execution, delivery and performance
thereof have been duly authorized by all necessary actions on the part of
Seller, and do not require any approval or consent of any equity interest
holders of Seller or any trustee or holder or any indebtedness or obligation of
Seller or such required approval and consents have heretofore been duly obtained
by Seller; (2) the execution, delivery and making of this Xxxx of Sale by Seller
does not contravene any law, governmental rule, regulation, order or ordinance
of any governmental entity having jurisdiction over this matter; (3) the
execution and delivery of this Xxxx of Sale does not contravene any provision of
any internal organizational instruments of Seller including any applicable
Certificate of Incorporation or Bylaws, Certificate of Limited Partnership, and
does not and will not result in any breach of or constitute a default under any
indenture, mortgage, contract, agreement or instrument to which Seller is a
party or by which it or its property is bound; (4) the obligations set forth in
this Xxxx of Sale are valid and binding obligations, enforceable in accordance
with their terms against Seller, except as such enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting creditor's rights or
general principles of equity; (5) ALL SALES, TRANSFER, FRANCHISE OR SIMILAR
TAXES IMPOSED UPON SELLER IN CONNECTION WITH THE ACQUISITION OF THE EQUIPMENT BY
SELLER FROM ITS SUPPLIERS WILL HAVE BEEN PAID ON THE DATE HEREOF AND ALL SUCH
TAXES DUE WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS XXXX OF SALE WILL
BE PAID BY SELLER AND SELLER AGREES TO PROVIDE BUYER WITH EVIDENCE THAT ALL SUCH
SALES TAXES HAVE BEEN PAID (6) there are no pending or, to the knowledge of
Seller, threatened actions or proceedings before any court or administrative
agency which will materially adversely affect the condition, business or
operation of Seller or the ability of Seller to perform its obligations under
this Xxxx of Sale; and (7) Seller will make appropriate notations on its books
and records indicating the sale of Equipment to Buyer pursuant to this Xxxx of
Sale.
Seller hereby further covenants with Buyer that: (1) Seller shall pay or obtain,
as the case may be, when due, all sales, use, property or other taxes (other
than taxes based on the net income of Buyer), licenses, tolls, inspection or
other fees, bonds, permits or certificates now or hereafter imposed by or
required to be paid or obtained to or from any jurisdiction in connection with
the sale of the Equipment by Seller to Buyer; (2) Seller hereby assigns to Buyer
all warranties and representations of the manufacturer(s) of the Equipment or
suppliers of the Equipment to Seller, to the extent assignable and to the extent
such warranties and representations are not assignable, Seller agrees to enforce
such representations and warranties for the benefit of Buyer; (3) Seller hereby
covenants that with respect to any item of Equipment at the time of sale to
Buyer that is subject to the lien of any third party claiming through Seller,
Seller shall obtain the written agreement of such third parties to release all
such said liens; and (4) Seller hereby agrees to indemnify Buyer and protect,
defend and hold it harmless from and against any and all loss, cost, damage,
injury or expense, including without limitation, reasonable attorneys' fees
wheresoever and howsoever arising which Buyer may incur by reason of any
material breach by Seller of any of the representations by, or obligations of
Seller set forth herein.
EXCEPT AS SPECIFICALLY SET FORTH IN A SEPARATE AGREEMENT OR IN THIS XXXX OF SALE
THERE ARE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, EXPRESS OR
IMPLIED, CONCERNING THE EQUIPMENT, ITS CONDITION, ITS FITNESS FOR A PARTICULAR
PURPOSE, OR ITS MERCHANTABILITY.
Seller, for itself and its successors and assigns further covenants and agrees
to do, execute and deliver, or to cause to be done, executed and delivered, all
such further acts, transfers and assurances, for the better assuring, conveying
and confirming unto Buyer and its successors and assigns, all and singular, the
Equipment hereby bargained, sold, assigned, transferred, set over and conveyed,
as Buyer and its successors and assigns shall request.
This Xxxx of Sale and the representations, warranties, and covenants herein
contained shall inure to the benefit of Buyer and its successors and assigns,
shall be binding upon Seller and its successors, assigns and transferees, and
shall survive the execution and delivery hereof.
IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale to be executed as of
4/29/98 by its duly authorized officers or representatives.
-------
Accepted in Chicago, IL by:
SELLER: Oregon Baking Corporation, BUYER: LINC CAPITAL, INC.
dba Xxxxxx Baking Xxxxxxx X. XxXxxx
--------------------------
By: /s/ Xxxxxx Xxxxxxxxxx By:
-----------------------
Name: Xxxxxx Xxxxxxxxxx Name: /s/ Xxxxxxx X. XxXxxx
--------------------- ---------------------
Title: Exec. V.P. Title: Senior V.P.
-------------------- ---------------------
Lease No 7217-002
SCHEDULE A
to
XXXX OF SALE
between
Oregon Baking Corporation, dba Xxxxxx Baking, as Seller
and
LINC CAPITAL, INC. as Buyer
Attached hereto is the Schedule of personal property constituting the Equipment
which is the subject matter of the Xxxx of Sale between Seller and Buyer.
SELLER: Oregon Baking Corporation, dba Xxxxxx Baking
BY:
NAME:
TITLE:
EQUIPMENT ACCEPTANCE CERTIFICATE LINC Capital, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
Master Lease Agreement No 7217 between LINC Capital, Inc. ("Lessor") and Oregon
Baking Corporation, dba Xxxxxx Baking ("Lessee")
Equipment Schedule No. 002
--------------------------------------------------------------------------------
Equipment Description:
The "Equipment" consisting of FURNITURE, FIXTURES AND EQUIPMENT as more fully
described on Schedule "A" attached hereto and made a part hereof.
--------------------------------------------------------------------------------
To Whom it May Concern:
The undersigned, being a duly authorized officer or agent of the Lessee, hereby
(i) certifies that all of the above-referenced equipment (the "Equipment") has
been delivered and inspected, is of an acceptable size, design, capacity and
manufacture, is in good working order, repair and condition, and has been
installed to the satisfaction of Lessee; and (ii) unconditionally accepts the
Equipment "AS IS," "WHERE IS," for all purposes of the Lease.
It is understood and agreed by Lessee that LINC Capital, Inc. and its successors
and assigns in no way or manner assumes any responsibility, either now or
hereafter, for the use, performance, functioning, maintenance or service of the
Equipment, or for its suitability or adaptability for any particular purpose.
Your identification decals will be attached indicating your ownership of the
above equipment upon written request made to us.
Acceptance Date as defined in Section 1 of the Lease shall be July 31, 1998.
Oregon Baking Corporation, dba Xxxxxx Baking
Lessee
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------
Title: Exec VP
-------------------
Date: 8/10/98
-------------------
SCHEDULE A
TO
MASTER LEASE NO. 7217-002
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE August 1, 1998
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR INVOICE NO. PO NO.
1 Mfg./Install signs, vinyly & logo Beaverton, OR Blaze Signs of Amer. 305.1616
1 Permits & Acquisition
1 Design Time
1 Permits & Acquisition Sherwood, OR Blaze Signs of Amer. 305.1655
1 Removals
1 Shop Time for letter pattern
80 Donegal 001 Sand Xxxxx Grade 8 Portland, Or Xxxxxx Xxxxxxxx 23101
Industries
5 Donegal 001 Sand Xxxxx Grade 8
Transportation
172 Donegal 000 Xxxx Xxxxx Xxxxx 0 Xxxxxxx, Xx Shelby Wsilliams 23096
Industries
18 Donegal 001 Sand Xxxxx Grade 8
Transportation
1 Freezer, One Door Bellevue, Wa Xxxxxxxx 64449
1 Compressor Warranty 5 Yr
1 One Year Labor Warranty
3 Tray Rack Flange Support
1 Undercounter Dishwasher w/Booster
1 Tomato King 3/16" Cut
1 Tomato King Blades
1 Focacia Toaster, Countertop
1 Scale
1 Bread Slicer 1/2" Slice Chrome
1 Undercounter Refrigerator
1 Warranty Labor, One Year
9 Xxxx xxxxx 2Qt.
2 Cut pan to 2" QA
1 Knock Box For Espresso
1 Slide Door for Merchandizer Black
1 One Year Labor Warranty
1 Plain White Sign for GDM47
2 Hotel Pan, Sixth SZ, 4 DP S/S
1 Freight for Bread Slicer Shipped
1 Freight for true GDM47
Lessee's Initials /s/ XX Xxxxxx'x Initials Page 1 of 8
-------- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID
1 Mfg./Install signs, vinyly & logo 6,141.00
1 Permits & Acquisition 152.00
1 Design Time --------- 130.00
$6,423.00
1 Permits & Acquisition 198.00
1 Removals 450.00
1 Shop Time for letter pattern --------- 250.00
$898.00
80 Donegal 001 Sand Xxxxx Grade 8 6,240.00
5 Donegal 001 Sand Xxxxx Grade 8 650.00
Transportation --------- 1,450.68
$8,340.68
172 Donegal 001 Sand Xxxxx Grade 8 13,416.00
18 Donegal 001 Sand Xxxxx Grade 8 2,340.00
Transportation --------- 2,866.06
$18,622.06
1 Freezer, One Door 1,659.00
1 Compressor Warranty 5 Yr 87.48
1 One Year Labor Warranty 194.40
3 Tray Rack Flange Support 203.61
1 Undercounter Dishwasher w/Booster 3,281.00
1 Tomato King 3/16" Cut 153.90
1 Tomato King Blades 16.20
1 Focacia Toaster, Countertop 369.90
1 Scale 403.00
1 Bread Slicer1/2" Slice Chrome 3,731.40
1 Undercounter Refrigerator 1,106.62
1 Warranty Labor, One Year 102.60
9 Xxxx xxxxx 2Qt. 96.21
2 Cut pan to 2" QA 28.80
1 Knock Box For Espresso 16.20
1 Slide Door for Merchandizer Black 1,810.40
1 One Year Labor Warranty 87.48
1 Plain White Sign for GDM47 0.00
2 Hotel Pan, Sixth SZ, 4 DP S/S 13.60
1 Freight for Bread Slicer Shipped 65.00
1 Freight for true GDM47 ---------- 178.12
$13,604.92
SCHEDULE A
TO
MASTER LEASE NO. 7217-002
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE August 1, 1998
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR INVOICE NO. PO NO.
1 Slide Door Merchandizer Black Serial Sherwood, Or Xxxxxxxx 64445
1 Plain White Sign for GDM47
1 One Year Labor Warranty
1 Freight - Contract
1 Labor
1 Pastry Case Sherwood, Or Xxxxxxxx 64444
1 Deli Display Case
1 Breugers Case, Refrigerated
1 Display case Curved Glass
refrigerated
1 Focacia Toaster, Countertop
1 Bread Slicer,1/2" Slice Chrome
1 Scale
1 Knock Box For Espresso
1 Undercounter Refrigerator
1 Warranty Labor One Year
1 Labor
1 Labor
1 Tomato King 3/16" Cut
1 Toamto King Blades
4 Cut pan to 2" QA
1 Undercounter Dishwasher w/Booster
4 Hotel Pan, Sixth SZ 4" DP S/S
9 2Qt Xxxx Xxxxx
1 Xxxx Xxxxx 2Qt.
1 Freight-Contract
1 Undercounter Dishwasher w/Booster Xxxxx, Xx Xxxxxxxx 00000
1 Breugers Case, Refrigerated
1 5'0" Non refrigerated Pastry Case
2 Display case (Cake, Deli,Focacia)
1 Tomato King 3/16" Cut
1 Tomato King Blades
1 Focacia Toaster, Countertop
1 Scale
1 Bread Slicer 1/2" Bread Chrome
1 Undercounter Refrigerator
1 Warranty Labor, 1Year
9 xxxx xxxxx 2Qt.
Lessee's Initials /s/ XX Xxxxxx'x Initials Page 2 of 8
-------- -----
QUANTITY EQUIPMENT DESCRIPTION SERIAL INVOICE INVOICE DATE
NO. AMOUNT BREAKDOWN PAID
1 Slide Door Merchandizer Black Serial 1,810.40
1 Plain White Sign for GDM47 0.00
1 One Year Labor Warranty 87.48
1 Freight - Contract 201.43
1 Labor --------- 85.00
$2,184.31
1 Pastry Case 4,204.00
1 Deli Display Case 6,572.00
1 Breugers Case, Refrigerated 4,201.00
1 Display case Curved Glass 5,975.00
refrigerated
1 Focacia Toaster, Countertop 369.90
1 Bread Slicer,1/2" Slice Chrome 3,731.40
1 Scale 375.52
1 Knock Box For Espresso 16.20
1 Undercounter Refrigerator 1,106.62
1 Warranty Labor One Year 102.60
1 Labor 500.00
1 Labor 400.00
1 Tomato King 3/16" Cut 152.50
1 Toamto King Blades 16.20
4 Cut pan to 2" QA 57.60
1 Undercounter Dishwasher w/Booster 3,281.00
4 Hotel Pan, Sixth SZ 4" DP S/S 27.20
9 2Qt Xxxx Xxxxx 108.90
1 Xxxx Xxxxx 2Qt. 12.10
1 Freight-Contract --------- 0.00
31,209.74
1 Undercounter Dishwasher w/Booster 3,281.00
1 Breugers Case, Refrigerated 4,201.00
1 5'0" Non refrigerated Pastry Case 3,771.00
2 Display case (Cake, Deli,Focacia) 12,398.50
1 Tomato King 3/16" Cut 153.90
1 Tomato King Blades 16.20
1 Focacia Toaster, Countertop 369.90
1 Scale 403.00
1 Bread Slicer1/2" Bread Chrome 3,731.40
1 Undercounter Refrigerator 1,106.62
1 Warranty Labor, 1Year 102.60
9 xxxx xxxxx 2Qt. 96.21
SCHEDULE A
TO
MASTER LEASE NO. 7217-002
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE August 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
2 Cut Pan to 2" QA
1 Knock Box For Espresso
1 Labor
1 Labor
2 Hotel Pan Sixth SZ 4" DP S/S
1 Slide Door Merchandiser, Black
1 One Year Warranty
1 Plain white Sign for GDM47
1 Freight-Contract
1 Slide Door merchandiser Black Portland, Or Xxxxxxxx 64443
1 One Year Warranty
1 Freight-Contract
1 Labor
1 48" Sandwich Top Unit Bellevue, Wa Xxxxxxxx 64439
1 Freight-Contract
1 Warranty Compressor
1 Labor Warranty, 1 Year Service
13 xxxx xxxxx 2Qt. Xxxxxxxx, Xx Xxxxxxxx 00000
2 Knock Box For Espresso
4 Hotel Pan, Sixth SZ, 4 DP S/S
4 Cut Pan To 2" QA
1 3GRP Auto Model 85-16M Sherwood, OR Coffee House 16518-IN
Freight
1 SM90 Grinder Bellevue, WA Coffee House 16548-IN
1 SM90 Grinder
Freight
1 SM90 Grinder Sherwood, OR Coffee House 16596-IN
1 SM90 Grinder
Freight
1 SM90 Grinder Bellevue, WA Coffee House 16636-IN
1 SM90 Grinder
Freight
Lessee's Initials /s/ XX Xxxxxx'x Initials Page 3 of 8
-------- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID
2 Cut Pan to 2" QA 28.80
1 Knock Box For Espresso 16.20
1 Labor 500.00
1 Labor 400.00
2 Hotel Pan Sixth SZ 4" DP S/S 13.60
1 Slide Door Merchandiser, Black 1,810.40
1 One Year Warranty 87.48
1 Plain white Sign for GDM47 0.00
1 Freight-Contract ---------- 178.12
$32,665.93
1 Slide Door merchandiser Black 1,810.40
1 One Year Warranty 87.48
1 Freight-Contract 201.43
1 Labor ---------- 80.00
$2,179.31
1 48" Sandwich Top Unit 1,463.83
1 Freight-Contract 48.79
1 Warranty Compressor 69.00
1 Labor Warranty, 1 Year Service ---------- 135.00
$1,716.62
13 xxxx xxxxx 2Qt. 138.97
2 Knock Box For Espresso 32.40
4 Hotel Pan, Sixth SZ, 4 DP S/S 27.20
4 Cut Pan To 2" QA ---------- 57.60
$256.17
1 3GRP Auto Model 85-16M 4,500.00
Freight ---------- 90.00
$4,590.00
1 SM90 Grinder 350.00
1 SM90 Grinder 350.00
Freight ---------- 76.00
$776.00
1 SM90 Grinder 350.00
1 SM90 Grinder 350.00
Freight ---------- 76.00
$776.00
1 SM90 Grinder 350.00
1 SM90 Grinder 350.00
Freight 74.00
SCHEDULE A
TO
MASTER LEASE NO. 7217-002
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE August 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
1 3GRP Auto Model 85-16M Bellevue, WA Coffee House 116510-IN
Freight
1 3GRP AUTOMATIC MODEL 00-00X Xxxxxxxx, XX Coffee House 16970-IN
1 SM 90 Grinder
Freight
1 3GRP Automatic Model 00-00X Xxxxxxxx, XX Coffee House 16975-IN
1 SM 90 Grinder
Freight
1 3GRP Automatic Model 00-00X Xxxxxxxx, XX Coffee House 16974-IN
1 SM 90 Grinder
Freight
3 Menu Lettering On Plastic Laminate Sherwood, OR Northwest Sign Center 11749
Panel Provided by Client
1 Logo in Dimensional PVC with Vinyl
Detail on Plastic Laminate
Panel Provided by Client
7 7.75" x 15 D/F Black 6MM PVC Hanging
Sign For Area ID
3 Menu Lettering on Plastic Bellevue, WA Northwest Sign Center 11762
1 Logo
8 7.75 x 15 D/F Black MM
3 Menu Lettering on Plastic Bellevue, WA Northwest Sign Center 11763
1 Logo
8 7.75 x 15 D/F Black MM
1 One Single Face Sign, Routed Alumium Bellevue, WA Tube Art 15772
Lessee's Initials /s/ XX Xxxxxx'x Initials Page 4 of 8
-------- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID
---------
$774.00
1 3GRP Auto Model 85-16M 4,500.00
Freight --------- 100.00
$4,600.00
1 3GRP AUTOMATIC MODEL 85-16M 118256 4,500.00
1 SM 90 Grinder 9728 700.00
9725
Freight --------- 190.00
$5,390.00
1 3GRP Automatic Model 85-16M 118259 4,500.00
1 SM 90 Grinder 9738 700.00
9729
Freight --------- 190.00
$5,390.00
1 3GRP Automatic Model 85-16M 118258 4,500.00
1 SM 90 Grinder 9743 700.00
9742
Freight --------- 161.82
$5,361.82
3 Menu Lettering On Plastic Laminate 900.00
Panel Provided by Client
1 Logo in Dimensional PVC with Vinyl
Detail on Plastic Laminate 350.00
Panel Provided by Client
7 7.75" x 15 D/F Black 6MM PVC Hanging 245.00
Sign For Area ID ---------
$1,495.00
3 Menu Lettering on Plastic 900.00
1 Logo 350.00
8 7.75 x 15 D/F Black MM --------- 280.00
$1,530.00
3 Menu Lettering on Plastic 900.00
1 Logo 350.00
8 7.75 x 15 D/F Black MM --------- 280.00
$1,530.00
1 One Single Face Sign, Routed Alumium 10,450.00
SCHEDULE A
TO
MASTER LEASE NO. 7217-002
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE August 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
Face With Push Thru Copy For North
Elevation.
One Single Face Sign, Routed Alumium
Face With Push Thru Copy For East
Elevation.
1 Permit To Install Signage Bellevue, WA Tube Art 9-15772
1 Manufactured Two Sets of Logos, Bellevue, WA Tube Art 6-48581
1st Surface Vinyl 12" H Logo
1 Manufactured And Installed One Set Sherwood, OR Tube Art 15799
14 to 41 Channel Letters With Clear
Faces and Yellow Vinyl Overlay.
One Double Face Hanging Window
Display.
1 Permits To Install Signage Bellevue, WA Tube Art 9-15754
2 13-3/8" x 5' Single Face Tenant Panel Bellevue, WA Tube Art 157721
For Existing Monument Sign.
1 Casework Bellevue, WA RBI Construction 90673
Light fixtures
Granite Counter Top
1 Casework Bellevue, WA RBI Construction 90674
Light Fixtures
Granite Counter Top
1 Deductive Change Order
1 Change Order #0 X X & X Xxxxxxxx, XX RBI Construction 90675
Casework Revision
1 Change Order #3 F F & E
Repair Existing Baking Oven
1 Single Sided Bread Rack Portland, OR Westwood Mfg. 353-R
1 Marsee Tables Sherwood, OR Westwood Mfg. 347-R
Lessee's Initials /s/ XX Xxxxxx'x Initials Page 5 of 8
-------- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID
Face With Push Thru Copy For North
Elevation.
One Single Face Sign, Routed Alumium
Face With Push Thru Copy For East
Elevation. ----------
$10,450.00
1 Permit To Install Signage ---------- 140.00
$140.00
1 Manufactured Two Sets of Logos, 600.00
1st Surface Vinyl 12" H Logo ----------
$600.00
1 Manufactured And Installed One Set 8,091.00
14 to 41 Channel Letters With Clear
Faces and Yellow Vinyl Overlay.
One Double Face Hanging Window
Display. ----------
$8,091.00
1 Permits To Install Signage ---------- 140.00
$140.00
2 13-3/8" x 5' Single Face Tenant Panel 1,198.00
For Existing Monument Sign. ----------
$1,198.00
1 Casework 48,440.00
Light fixtures 3,875.00
Granite Counter Top ---------- 3,977.00
$56,252.00
1 Casework 50,010.00
Light Fixtures 5,390.00
Granite Counter Top 4,643.00
1 Deductive Change Order ---------- (9,442.00)
$50,601.00
1 Change Order #1 F F & E 4,662.90
Casework Revision
1 Change Order #3 F F & E 1,369.36
Repair Existing Baking Oven ----------
$6,032.26
1 Single Sided Bread Rack ---------- 2,275.00
$2,275.00
1 Marsee Tables 9,592.00
SCHEDULE A
TO
MASTER LEASE NO. 7217-002
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE August 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
1 Deposit
10 Blac Crackle Table Base Sherwood, OR Xxxxxxxx 64641
16 Blac Crackle Table Base
1 Freight Contract
10 Black Crackle Table Base
1 Freight Contract
6 Black Crackle Table Base
1 Freight Contract
1 Freezer, One Door Issaquah, OR Xxxxxxxx 63870
1 Compressor Warranty
1 Labor Warranty
3 Tray Rack, Flange
1 Undercounter Dishwasher w Booster
1 48" Non refrigerated Pastry Case
1 Display Case
1 Display Case Cake refrigerated
1 Breugers Case Refrigerated
1 Tomatoe [sic] King 3/16" Cut
1 Tomatoe [sic] King Blades
1 Focacia Toaster Countertop
1 Scale
1 Bread Slicer 1/2" Slice Chrome
1 Undercounter Refrigerator
1 Warranty Labor 1 Year
5 Xxxx Xxxxx 2 QT.
2 Cut pan to 2" OA
1 Knock Box For Espresso
9 Black Crackle Table base
2 Hotel Pan Sixth SZ
1 Slide Door Merchandiser Black
1 One Year labor Warranty
4 Plain White Sign For GDM47
1 2 QT Xxxx xxxxx
1 Labor; Delivery, Install Federal cases
1 Labor: Delivery, Install, Equipment
1 Freight For True GDM47
Freight For Bread Slicer
Lessee's Initials /s/ XX Xxxxxx'x Initials Page 6 of 8
-------- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID
1 Deposit --------- (2,398.00)
$7,194.00
10 Blac Crackle Table Base 830.70
16 Blac Crackle Table Base 1,820.00
1 Freight Contract 211.97
10 Black Crackle Table Base 691.20
1 Freight Contract 129.20
6 Black Crackle Table Base 598.74
1 Freight Contract --------- 75.20
$4,357.01
1 Freezer, One Door 1,659.00
1 Compressor Warranty 79.31
1 Labor Warranty 128.75
3 Tray Rack, Flange 183.99
1 Undercounter Dishwasher w Booster 3,281.00
1 48" Non refrigerated Pastry Case 3,604.49
1 Display Case 6,199.25
1 Display Case Cake refrigerated 5,975.00
1 Breugers Case Refrigerated 4,201.00
1 Tomatoe [sic] King 3/16" Cut 152.50
1 Tomatoe [sic] King Blades 16.20
1 Focacia Toaster Countertop 369.90
1 Scale 403.00
1 Bread Slicer1/2" Slice Chrome 3,731.40
1 Undercounter Refrigerator 1,106.62
1 Warranty Labor 1 Year 102.60
5 Xxxx Xxxxx 2 QT. 53.45
2 Cut pan to 2" OA 28.80
1 Knock Box For Espresso 16.20
9 Black Crackle Table base 622.08
2 Hotel Pan Sixth SZ 13.60
1 Slide Door Merchandiser Black 1,810.40
1 One Year labor Warranty 87.48
4 Plain White Sign For GDM47 0.00
1 2 QT Xxxx xxxxx 42.76
1 Labor; Delivery, Install Federal cases 500.00
1 Labor: Delivery, Install, Equipment 400.00
1 Freight For True GDM47 178.12
Freight For Bread Slicer 65.00
SCHEDULE A
TO
MASTER LEASE NO. 7217-002
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE August 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
1 Freezer, One Door Bellevue, OR Xxxxxxxx 63873-A
1 Compressor warranty 5Year
1 One year labor Warranty
3 Tray rack, Flange Support
1 Under Counter Dishwasher w Booster
1 Breugers Case refrigerated
1 5'0" non Refrigerated pastry Case
2 Display Case (Cake, Deli, Focacia)
1 Tomatoe [sic] King 3/16" Cut
1 Tomato King Blades
1 Focacia Toaster Countertop
1 Scale
1 Bread Slicer,1/2" Slice Chrome
1 Undercounter Refrigerator
1 warranty Labor 1 Year
9 Xxxx Xxxxx 2 QT.
2 Cut pan to 2" OA
1 knock box for Esspresso
1 Labor-Install Federal Cases
1 Labor-Install Equipment
2 Hotel Pan, Xxxxx XX, 0 XX X/X
0 Xxxxxxx-Xxx Xxxxxx Slicer Shipped
1 Xxxxxx Single Oven Rack Sherwood, OR Bakery Equipment
Freight
Furniture & Elec. Fixtures Salem, OR Xxxxxxxx 864
Furniture Belleve, WA 842
Furniture Belleve, WA 863
Furniture Belleve, WA 841
Furniture Belleve, WA 865
Lessee's Initials /s/ XX Xxxxxx'x Initials Page 7 of 8
-------- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID
$35,011.90
1 Freezer, One Door 1,659.00
1 Compressor warranty 5Year 87.48
1 One year labor Warranty 194.40
3 Tray rack, Flange Support 203.61
1 Under Counter Dishwasher w Booster 3,281.00
1 Breugers Case refrigerated 4,201.00
1 5'0" non Refrigerated pastry Case 3,771.00
2 Display Case (Cake, Deli, Focacia) 12,398.50
1 Tomatoe [sic] King 3/16" Cut 153.90
1 Tomato King Blades 16.20
1 Focacia Toaster Countertop 369.90
1 Scale 403.00
1 Bread Slicer,1/2" Slice Chrome 3,731.40
1 Undercounter Refrigerator 1,106.62
1 warranty Labor 1 Year 102.60
9 Xxxx Xxxxx 2 QT. 96.21
2 Cut pan to 2" OA 28.80
1 knock box for Esspresso 16.20
1 Labor-Install Federal Cases 500.00
1 Labor-Install Equipment 400.00
2 Hotel Pan, Sixth SZ, 4 DP S/S 13.60
1 Freight-For Berkel Slicer Shipped 65.00
$32,799.42
1 Xxxxxx Single Oven Rack 350.00
Freight 98.85
$448.85
Furniture & Elec. Fixtures 45,919.00
Furniture 16,907.00
Furniture 2,674.06
Furniture 2,730.00
Furniture 443.00
$68,673.06
SCHEDULE A
TO
MASTER LEASE NO. 7217-002
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE August 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. INVOICE INVOICE DATE
AMOUNT BREAKDOWN PAID
-----------
GRAND TOTAL $434,577.06
Lessee's Initials /s/ XX Xxxxxx'x Initials Page 8 of 8
-------- -----
LINC CAPITAL, INC. LINC Capital, Inc.
EQUIPMENT SCHEDULE 000 Xxxx Xxxxxx Xxxxx
SCHEDULE NO. 003 Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
--------------------------------------------------------------------------------
Equipment Location: 2287 X.X. XXXXXXXXXX Master Lease Agreement No.: 7217
XXXXXXXX, XX 00000 ------------------------------------
(See Attached) Acceptance Date: September 30, 1998
--------------------------------------------------------------------------------
LINC CAPITAL, INC. (Lessor) hereby agrees to lease to the Lessee named below,
and Lessee hereby agrees to lease and rent from Lessor the Equipment identified
below, for the term and at the rental payments specified herein, all subject to
the terms and conditions set forth herein and on the reverse side hereof and in
the referenced Master Lease Agreement except as the same may be varied by the
terms of this Schedule.
================================================================================
--------------------------------------------------------------------------------
Equipment Description: The Equipment will Cost of Equipment:
consist of FURNITURE, FIXTURES AND EQUIPMENT $366,493.58
as more fully described on Schedule "A"
attached hereto and made a part hereof.
--------------------------------------------------------------------------------
================================================================================
TERM AND RENTAL:
---------------------------------------- ---------------------------------------
Commencement Date: Initial Payment: $24,153.40 Initial Lease Term:
October 1, 199 (COVERING FIRST AND LAST 36 months
RENTAL PAYMENTS
---------------------------------------- ---------------------------------------
Rental Payments*(plus, if applicable all sales, use or other taxes imposed upon
rental payments) shall be made monthly in advance as follows: $12,076.70 per
rental payment beginning on the Commencement Date until THIRTY-SIX (36) rental
payments have been paid in full followed by either (i) a 37th rental payment of
$36,649.36 or (ii) provided that no Event of Default has occurred and is
continuing under the Lease in lieu of making the foregoing 37th rental payment,
Lessee may elect, by written notice issued to Lessor on or before the due date
of the 34th rental payment, to pay a sum equal to $3,664.94 on the due date of
the 37th rental payment and a like rental payment sum on the next 11 consecutive
rental payment dates respectively and upon such election the Initial Lease Term
shall be deemed to have been extended by 12 months.
*Rental Payments are based on the Lease Rate Factor and are subject to
adjustment as described in Paragraph A on the REVERSE SIDE HEREOF. If
applicable, all freight, sale sand use taxes, insurance and maintenance expense
paid by Lessor shall be paid by Lessee in accordance with the terms of the Lease
and this Schedule.
================================================================================
PROPERTY TAXES: Lessor shall report all Equipment for personal property or
advalorem tax return purposes as may be required under applicable law, and all
resulting taxes shall be paid by Lessee.
================================================================================
================================================================================
END OF TERM OPTIONS: At the end of the initial lease term the following options
are granted to Lessee in accordance with the terms described on the reverse side
hereof:
OPTION TO RENEW the Initial Lease Term at a Rental equal to the FAIR RENTAL
VALUE (not less than 1%) renewal each month for a Renewal Period of Twelve (12)
months.
OPTION TO PURCHASE not less than all of the Equipment at the end of the Initial
Lease Term (as described above including any extension thereof) at a Purchase
Option Price equal to the then FAIR MARKET VALUE (not less than 10%) of the
Equipment.
================================================================================
ADDITIONAL TERMS AND CONDITIONS TO THIS EQUIPMENT SCHEDULE ARE ON THE REVERSE
SIDE HEREOF.
The person executing this Lease for and on behalf of Lessee warrants and
represents, which warrant and representation shall survive the expiration or
termination of this Lease, that this Lease and the execution hereof has been
duly and validly authorized by Lessee, constitutes a valid and binding
obligation of Lessee and that he has authority to make such execution for and on
behalf of Lessee.
Lessee: ACCEPTED AT CHICAGO, ILLINOIS BY LESSOR:
Oregon Baking Corporation, LINC CAPITAL, INC
dba Xxxxxx Baking
By: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. XxXxxx
---------------------- ----------------------
Title: Exec VP Title: Senior V.P.
------------------- -------------------
Date: 9/30/98 Date:
-------------------- --------------------
This lease (and Equipment Schedule and Master Lease the terms of which
it incorporates) has been assigned, is subject to the security
interests of, and is held in trust for the benefit of Fleet Bank NA,
as Agent, pursuant to the terms and conditions of a security agreement
dated September 28, 1994 and related documents (as the same may be
amended).
Lease No 7217-003
XXXX OF SALE
(See Attached Schedule A)
KNOW ALL PEOPLE BY THESE PRESENTS, that Oregon Baking Corporation, dba Xxxxxx
Baking, an Oregon corporation; having its principal office and place of business
at 0000 XX Xxxxxxxxxx, Xxxxxxxx, XX 00000 (herein, the "Seller"), for and in
consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration received from LINC CAPITAL, INC., having its principal office and
place of business at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (herein, the
"Buyer"), the receipt and sufficiency of which is hereby acknowledged, has
bargained, sold, transferred, assigned, set over and conveyed, and by these
presents does bargain, sell, transfer, assign, set over and convey unto the
Buyer, its successors and assigns, the personal property described in Schedule A
attached hereto (the "Equipment"), TO HAVE AND TO HOLD the Equipment unto the
Buyer, its successors and assigns, to its and their own use and behalf forever.
Seller hereby represents and warrants to Buyer that Seller is the absolute owner
of the Equipment, that the Equipment is free and clear of all liens, charges and
encumbrances and that Seller has full right, power and authority to sell the
Equipment and to make this Xxxx of Sale. Seller hereby represents, warrants and
covenants to and with Buyer on the date hereof that:
(1) Seller has full power, authority and legal right to make and perform its
obligations under this Xxxx of Sale; and the execution, delivery and performance
thereof have been duly authorized by all necessary actions on the part of
Seller, and do not require any approval or consent of any equity interest
holders of Seller or any trustee or holder of any indebtedness or obligation of
Seller or such required approval and consents have heretofore been duly obtained
by Seller; (2) the execution, delivery and making of this Xxxx of Sale by Seller
does not contravene any law, governmental rule, regulation, order or ordinance
of any internal governmental entity having jurisdiction over this matter; (3)
the execution and delivery of this Xxxx of Sales does not contravene any
provision of any internal organizational instruments of Seller including any
applicable Certificate of Incorporation by Bylaws, Certificate of Limited
Partnership, and does not and will not result in any breach of or constitute a
default under any indenture, mortgage, contract, agreement or instrument to
which Seller is a party or by which it or its property is bound; (4) the
obligations set forth in this Xxxx of Sale are valid and binding obligations,
enforceable in accordance with their terms against Seller, except as such
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting creditor's rights or general principles of equity; (5) ALL SALES,
TRANSFER, FRANCHISE OR SIMILAR TAXES IMPOSED UPON SELLER IN CONECTION WITH THE
ACQUISITION OF THE EQUIPMENT BY SELLER FROM ITS SUPPLEIRS WILL HAVE BEEN PAID ON
THE DATE HEREOF AND ALL SUCH TAXES DUE WITH RESPECT TO THE EXECUTION AND
DELIVERY OF THIS XXXX OF SALE WILL BE PAID BY SELLER AND SELLER AGREES TO
PROVIDE BUYER WITH EVIDENCE THAT ALL SUCH SALES TAXES HAVE BEEN PAID; (6) there
are no pending, or to the knowledge of Seller, threatened actions or proceedings
before any court or administrative agency which will materially adversely affect
the condition, business or operation of Seller or the ability of Seller to
perform its obligations under this Xxxx of Sale; and (7) Seller will make
appropriate notations on its books and records indicating that the sale of
Equipment to Buyer pursuant to this Xxxx of Sale.
Seller hereby further covenants with Buyer that: (1) Seller shall pay or obtain,
as the case may be, when due, all sales, use, property or other taxes (other
than taxes based on the net income of Buyer), licenses, tolls, inspection or
other fees, bonds, permits or certificates now or hereafter imposed by or
required to be paid or obtained to or from any jurisdiction in connection with
the sale of the Equipment by Seller to Buyer; (2) Seller hereby assigns to Buyer
all warranties and representations of the manufacturer(s) of the Equipment or
suppliers of the Equipment to Seller, to the extent assignable and to the extent
such warranties and representations are not assignable, Seller agrees to enforce
such representations and warranties for the benefit of Buyer; (3) Seller hereby
covenants that with respect to any item of Equipment at the time of sale to
Buyer that is subject to the lien of any third party claiming through Seller,
Seller shall obtain the written agreement of such third parties to release all
such said liens; and (4) Seller hereby agrees to indemnify Buyer and protect,
defend and hold it harmless from and against any and all loss, cost, damage,
injury or expense, including without limitation, reasonable attorneys' fees
wheresoever and howsoever arising which Buyer may incur by reason of any
material breach by Seller or any of the representations by, or obligations of
Seller set forth herein.
EXCEPT AS SPECIFICALLY SET FORTH IN A SEPARATE AGREEMENT OR IN THIS XXXX OF SALE
THERE ARE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, EXPRESS OR
IMPLIED, CONCERNING THE EQUIPMENT, ITS CONDITION, ITS FITNESS FOR A PARTICULAR
PURPOSE, OR ITS MERCHANTABILITY.
Seller, for itself and its successors and assigns further covenants and agrees
to do, execute and deliver, or to cause to be done, executed and delivered, all
such further acts, transfers and assurances, for the better assuring, conveying
and confirming unto Buyer and its successors and assigns, all and singular, the
Equipment hereby bargained, sold, assigned, transferred, set over and conveyed,
as Buyer and its successors and assigns shall request.
This Xxxx of Sale and the representations, warranties, and covenants herein
contained shall inure to the benefit of Buyer and its successors and assigns,
shall be binding upon Seller and its successors, assigns and transferees, and
shall survive the execution and delivery hereof.
IN WITNESS HEREOF, Seller has caused this Xxxx of Sale to be executed as of
September 30, 1998 by its duly authorized officers or representatives.
Accepted in Chicago, IL by:
SELLER: Oregon Baking Corporation, BUYER: LINC CAPITAL, INC.
dba Xxxxxx Baking /s/ Xxxxxxx X. XxXxxx
--------------------------
By: /s/ Xxxxxx Xxxxxxxxxx By:
-----------------------
Name: Xxxxxx Xxxxxxxxxx Name: Xxxxxxx X. XxXxxx
--------------------- ---------------------
Title: Exec VP Title: Senior VP.
-------------------- ---------------------
Lease No 7217-003
SCHEDULE A
to
XXXX OF SALE
between
Oregon Baking Corporation, dba Xxxxxx Baking, as Seller
and
LINC CAPITAL, INC. as Buyer
Attached hereto is the Schedule of personal property constituting the Equipment
which is the subject matter of the Xxxx of Sale between Seller and Buyer.
SELLER: Oregon Baking Corporation, dba Xxxxxx Baking
BY: /s/ Xxxxxx Xxxxxxxxxx
NAME: Xxxxxx Xxxxxxxxxx
TITLE: Exec VP
EQUIPMENT ACCEPTANCE CERTIFICATE LINC CAPITAL, INC.
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
Master Lease Agreement No 7217 between LINC Capital, Inc. ("Lessor") and Oregon
Baking Corporation, dba Xxxxxx Baking ("Lessee")
Equipment Schedule No. 003
--------------------------------------------------------------------------------
Equipment Description:
The "Equipment" consisting of FURNITURE, FIXTURES AND EQUIPMENT as more fully
described on Schedule "A" attached hereto and made part hereof.
--------------------------------------------------------------------------------
To Whom it May Concern:
The undersigned, being a duly authorized officer or agent of the Lessee, hereby
(i) certifies that all of the above-referenced equipment (the "Equipment") has
been delivered and inspected, is of an acceptable size, design, capacity and
manufacture, is in good working order, repair and condition, and has been
installed to the satisfaction of Lessee; and (ii) unconditionally accepts the
Equipment "AS IS," "WHERE IS," for all purposes of the Lease.
It is understood and agreed by Lessee that LINC Capital, Inc. and its successors
and assigns in no way or manner assumes any responsibility, either now or
hereafter, for the use, performance, functioning, maintenance or service of the
Equipment, or for its suitability or adaptability for any particular purpose.
Your identification decals will be attached indicating your ownership of the
above equipment upon written request made to us.
Acceptance Date as defined in Section 1 of the Lease shall be September 30,
1998.
Oregon Baking Corporation, dba Xxxxxx Baking
Lessee
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------
Title: Exec VP
-------------------
Date: 10/1/98
--------------------
SCHEDULE A
TO
MASTER LEASE NO. 7217-003
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE October 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
1 *XX Xxxxxx Install 1 Xxxxxxx, WA Xxxxxxxx 3132589
Installation Xxxxxx Bakery
1 *XX Xxxxxx Install 1
Installation Xxxxxx Bakery
1 Labor-Install Federal Cases Bellevue, WA Xxxxxxxx 17000510
1 Labor-Install Equipment
0 Xxxxxxx Xxxxxx, XX Xxxxxxxx 00000
1 Compressor Warranty 5 YR
1 1 YR Labor Warranty
3 Tray Rack, Flange Support
1 Undercounter Dishwasher
1 Tomato King
1 Tomato King Blades
1 Focacia Toaster
1 Scales
1 Bread Slicer
1 Undercounter Refrigerator
1 Warranty
9 Xxxx Xxxxx
2 Cut Pan
1 Knock Box for Espresso
2 Hotel Pan
1 Slide kDoor Merchandiser
1 Plain White Sign
1 1YR Warranty
1 Freight True
1 Freight for Berkel Slicer
1 Freezer Xxxxxxx, WA Xxxxxxxx 64451
1 Compressor Warranty 5 YR
1 1 YR Labor Warranty
3 Tray Rack, Flange Support
Lessee's Initials /s/ XX Xxxxxx'x Initials 1
-------- -----
INVOICE INVOICE DAT
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID AMOUNT PAID
1 *XX Xxxxxx Install 1 500.00
Installation Xxxxxx Bakery
1 *XX Xxxxxx Install 1 400.00
-------------
Installation Xxxxxx Bakery $900.00
1 Labor-Install Federal Cases 500.00
1 Labor-Install Equipment 400.00
-------------
$900.00
1 Freezer 1,659.00
1 Compressor Warranty 5 YR 87.48
1 1 YR Labor Warranty 194.40
3 Tray Rack, Flange Support 203.61
1 Undercounter Dishwasher 3,281.00
1 Tomato King 153.90
1 Tomato King Blades 16.20
1 Focacia Toaster 369.90
1 Scales 403.00
1 Bread Slicer 3,731.40
1 Undercounter Refrigerator 1,106.62
1 Warranty 102.60
9 Xxxx Xxxxx 96.21
2 Cut Pan 28.80
1 Knock Box for Espresso 16.20
2 Hotel Pan 13.60
1 Slide kDoor Merchandiser 1,810.40
1 Plain White Sign 0.00
1 1YR Warranty 87.48
1 Freight True 178.12
1 Freight for Berkel Slicer 65.00
-------------
$13,604.92
1 Freezer 1,659.00
1 Compressor Warranty 5 YR 87.48
1 1 YR Labor Warranty 194.40
3 Tray Rack, Flange Support 203.61
SCHEDULE A
TO
MASTER LEASE NO. 7217-003
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE October 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
1 Undercounter Dishwasher
1 Tomato King
1 Tomato King Blades
1 Focacia Toaster
1 Scales
1 Bread Slicer
1 Undercounter Refrigerator
1 Warranty
9 Xxxx Xxxxx
2 Cut Pan
1 Knock Box for Espresso
2 Hotel Pan
1 Slide kDoor Merchandiser
1 Plain White Sign
1 1YR Warranty
1 Freight True
1 Freight for Berkel Slicer
1 Breugers Case Refrigerated Burien, WA Xxxxxxxx 65383
1 5'0" Non Refrigerated Pastry Case
2 Display Cases
1 Breugers Case Refrigerated Xxxxxxx, WA Xxxxxxxx 65384
1 5'0" Non Refrigerated Pastry Case
2 Display Cases
1 Breugers Case Refrigerated Bellevue, WA Xxxxxxxx 65385
1 5'0" Non Refrigerated Pastry Case
2 Display Cases
Lessee's Initials /s/ XX Xxxxxx'x Initials 2
-------- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID AMOUNT PAID
1 Undercounter Dishwasher 3,281.00
1 Tomato King 153.90
1 Tomato King Blades 16.20
1 Focacia Toaster 369.90
1 Scales 403.00
1 Bread Slicer 3,731.40
1 Undercounter Refrigerator 1,106.62
1 Warranty 102.60
9 Xxxx Xxxxx 96.21
2 Cut Pan 28.80
1 Knock Box for Espresso 16.20
2 Hotel Pan 13.60
1 Slide kDoor Merchandiser 1,810.40
1 Plain White Sign 0.00
1 1YR Warranty 87.48
1 Freight True 178.12
1 Freight for Berkel Slicer 65.00
------------
$13,604.92
1 Breugers Case Refrigerated 4,201.00
1 5'0" Non Refrigerated Pastry Case 3,771.00
2 Display Cases 6,199.25
6,199.25
------------
$20,370.50
1 Breugers Case Refrigerated 4,201.00
1 5'0" Non Refrigerated Pastry Case 3,771.00
2 Display Cases 6.199.25
6.199.25
------------
$20,370.50
1 Breugers Case Refrigerated 4,201.00
1 5'0" Non Refrigerated Pastry Case 3,771.00
2 Display Cases 6.199.25
------------
$20,370.50
SCHEDULE A
TO
MASTER LEASE NO. 7217-003
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE October 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
5 4 Top Frunc Tables Chairs, Inc. 112751
20 Euro Chairs Black
6 Euro Lower Poles
4 burgandy/Forest green Sun US
Umbrella
4 Umbrella Stands
4 Silk Screen Umbrellas
20 Paint Chairs from Natural Black
1 Shipping of Umbrellas
1 Automatic Model 85-16M Issaquah, WA Coffee House Supply 0017232-IN
Freight
1 3GRP Automatic Model 00-00X Xxxxxx, XX Coffee House Supply 00017265-IN
Freight
Casework Burien, WA RBI Construction 90693
Light Fixtures
Granite Counter Tops
Manufactured and Installed: Bellevue, WA Tube Art 0-15816
1 One Single Face Oval Logo Wall
Sign
1 One Double Face Window Sign
Two Single Face Product Signs
1 One Standard Set Of Door Vinyl
Quote
Credit Of Overpayment Of Tax From
Invoice #0-15754 Revised-108th
1 One Single Face Logo Salem, OR Tube Art 0-15824
2 Single Face Product
2 Double Face Window
Lessee's Initials /s/ XX Xxxxxx'x Initials 3
-------- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID AMOUNT PAID
5 4 Top Frunc Tables 950.00
20 Euro Chairs Black 1,500.00
6 Euro Lower Poles 58.80
4 burgandy/Forest green Sun US 431.20
Umbrella
4 Umbrella Stands 100.00
4 Silk Screen Umbrellas 140.00
20 Paint Chairs from Natural Black 300.00
1 Shipping of Umbrellas 14.00
-------------
$3,494.00
1 Automatic Model 85-16M 4,500.00
Freight 150.00
-------------
$4,650.00
1 3GRP Automatic Model 85-16M 4,500.00
Freight 150.00
-------------
$4,650.00
Casework 45,752.00
Light Fixtures 5,127.00
Granite Counter Tops 3,572.00
-------------
$54,451.00
Manufactured and Installed:
1 One Single Face Oval Logo Wall
Sign
1 One Double Face Window Sign
Two Single Face Product Signs
1 One Standard Set Of Door Vinyl
Quote 8,903.00
Credit Of Overpayment Of Tax From (1,158.76)
-------------
Invoice #0-15754 Revised-108th $7,744.24
1 One Single Face Logo 2,193.00
2 Single Face Product 2,868.00
2 Double Face Window 3,618.00
SCHEDULE A
TO
MASTER LEASE NO. 7217-003
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE October 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
2 Vinyl Window Logos
2 Vinyl Door Logos and one set of
Store Hours
1 Set of 00-00"/0'0' Xxxxxx Xxxxxxxx, XX Tube Art 0-15825
non-Illuminated Letters
1 Double Face
Window Sign, Flat Faces, Vinyl Copy
3 Vinyl Logos and 2 sets of Store Hours
1 Set Channelume Letter Issaquah, WA Tube Art 0-15852
1 Product signs
1 Double Face Window Sign
2 Door Vinyl logos and One Set of Store
Hours
1 Set of Reverse Pan Channel Letters Bellevue, WA Tube Art 0-15816
1 Set of reverse pan Channel Letters Burien, WA Tube Art 0-15854
1 Set of product Signs
1 Door Vinyl Logo and One set of
Store Hours
1 Set of Sintra Letters
1 Set of Reverse Pan Channel Letters Burien, WA Tube Art 0-15853
3 Window Logos and 2 Sets of
Store Hours
Added Vinyl "Xxxxxx Baking"
Clock Face
Refaced Existing Circular Clock sign
2 Single Face wall Logo Oval signs
2 Sets Product Copy EA Panel
Lessee's Initials /s/ XX Xxxxxx'x Initials 4
-- ----- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID AMOUNT PAID
2 Vinyl Window Logos 250.00
2 Vinyl Door Logos and one set of 300.00
Store Hours
------------
$9,229.00
1 Set of 10-14"/2'6' Sintra 1,698.00
non-Illuminated Letters
1 Double Face 1,269.00
Window Sign, Flat Faces, Vinyl Copy
3 Vinyl Logos and 2 sets of Store Hours 500.00
------------
$3,467.00
1 Set Channelume Letter 7,669.00
1 Product signs 3,050.00
1 Double Face Window Sign 1,859.00
2 Door Vinyl logos and One Set of Store 300.00
------------
Hours $12,878.00
1 Set of Reverse Pan Channel Letters 8,338.00
------------
8,338.00
1 Set of reverse pan Channel Letters 7,936.00
1 Set of product Signs 3,050.00
1 Door Vinyl Logo and One set of 200.00
Store Hours
1 Set of Sintra Letters 1,857.00
------------
$13,043.00
1 Set of Reverse Pan Channel Letters 8,552.00
3 Window Logos and 2 Sets of 575.00
Store Hours
Added Vinyl "Xxxxxx Baking" 125.00
Clock Face
Refaced Existing Circular Clock sign 973.00
2 Single Face wall Logo Oval signs 4,622.00
2 Sets Product Copy EA Panel 5,814.00
SCHEDULE A
TO
MASTER LEASE NO. 7217-003
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE October 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
1 Set Reverse Pan Letters @ 10024.00 Bellevue, WA Tube Art 158251
Removed and Painted Non-Illuminated
Letters @ 382.00
2 Single Face Product Signs @ 3050.00
Front Servery, Uppers w/Display Issaquah, WA Xxxxxxxx Construction 843
Shelves w/Working Cabinets
Espresso Screen, Federal case
Baskets
Back Servery, Menu Cabinet, Board
and Frame, Condiment and Trash
Tables and Steel Bread Rack
Tile Counter Tops
Light Fixtures
Order Charge
Front Servery, Uppers w/ Display Burien, WA Xxxxxxxx Construction 847
Shelves w/ Working Cabinets,
Espresso Screen, Federal case
Baskets
Back Servery, Menu Cabinet, Board
and Frame, Condiment and Trash
Tables and Steel Bread Rack
Title Counter Tops
Light Fixtures
Order Charge
3 Menu lettering on Plasic [sic] Laminate Issaquah, WA Northwest Sign Center 11793
Panel provided by Client
1 Logo In Dimensional PVC with Gold
Detail on Plastic Laminate Panel
Provided by Client
Lessee's Initials /s/ XX Xxxxxx'x Initials 5
-------- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID AMOUNT PAID
1 Set Reverse Pan Letters @ 10024.00 13,456.00
Removed and Painted Non-Illuminated
Letters @ 382.00
2 Single Face Product Signs @ 3050.00
--------------
$13,456.00
Front Servery, Uppers w/Display 28,470.00
Shelves w/Working Cabinets
Espresso Screen, Federal case
Baskets
Back Servery, Menu Cabinet, Board 17,696.00
and Frame, Condiment and Trash
Tables and Steel Bread Rack 5,184.00
Tile Counter Tops 3,919.00
Light Fixtures 4,192.00
Order Charge (1,799.00)
--------------
$57,662.00
Front Servery, Uppers w/ Display 25,092.00
Shelves w/ Working Cabinets,
Espresso Screen, Federal case
Baskets
Back Servery, Menu Cabinet, Board 12,271.00
and Frame, Condiment and Trash
Tables and Steel Bread Rack 6,633.00
Title Counter Tops 4,469.00
Light Fixtures 4,192.00
Order Charge 4,727.00
--------------
$57,384.00
3 Menu lettering on Plasic [sic] Laminate 900.00
Panel provided by Client
1 Logo In Dimensional PVC with Gold 350.00
Detail on Plastic Laminate Panel
Provided by Client
SCHEDULE A
TO
MASTER LEASE NO. 7217-003
Oregon Baking Corp. dba Xxxxxx Baking
COMMENCEMENT DATE October 1, 1998
INVOICE
QUANTITY EQUIPMENT DESCRIPTION LOCATION VENDOR NO. PO NO.
8 D/F Black 6mm PVC Hanging Sign
for Area ID
1 Acrylic Panel for Drink Case
3 Menu lettering on Plasic [sic] Laminate Issaquah, WA Northwest Sign Center 11795
Panel provided by Client
1 Logo in Dimensional PVC with Gold
Detail on Plastic Laminate Panel
Provided by Client
8 D/F Black 6mm PVC Hanging Sign
for Area ID
1 Acrylic Panel for Drink Case
3 Menu Lettering on Plastic Laminate Xxxxxxx, WA Northwest Sign Center 11794
Panel Provided by Client
Logo in Dimensional PVC with Gold
Detail on Plastic Laminate
8 D/F Black 6mm PVC Hanging Sign
for Area ID
1 Acrylic Panel For Drink Case
1 Black Sandwich Board
Lessee's Initials /s/ XX Xxxxxx'x Initials 6
-------- -----
INVOICE INVOICE DATE
QUANTITY EQUIPMENT DESCRIPTION SERIAL NO. AMOUNT BREAKDOWN PAID AMOUNT PAID
8 D/F Black 6mm PVC Hanging Sign 280.00
for Area ID
1 Acrylic Panel for Drink Case 75.00
---------------
$1,605.00
3 Menu lettering on Plasic [sic] Laminate 900.00
Panel provided by Client
1 Logo in Dimensional PVC with Gold 350.00
Detail on Plastic Laminate Panel
Provided by Client
8 D/F Black 6mm PVC Hanging Sign 280.00
for Area ID
1 Acrylic Panel for Drink Case 75.00
---------------
$1,605.00
3 Menu Lettering on Plastic Laminate 900.00
Panel Provided by Client
Logo in Dimensional PVC with Gold 350.00
Detail on Plastic Laminate
8 D/F Black 6mm PVC Hanging Sign 280.00
for Area ID
1 Acrylic Panel For Drink Case 75.00
1 Black Sandwich Board 450.00
---------------
$2,055.00
---------------
Grand Total $366,493.58
