Exhibit 10.19
EQUIPMENT SCHEDULE
(Quasi Lease - Fixed Rate)
SCHEDULE NO. 005
DATED THIS DEC. 28, 2001
TO MASTER LEASE AGREEMENT
DATED AS OF AUGUST 14, 2000
Lessor & Mailing Address: Lessee & Mailing Address:
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General Electric Capital Corporation Virologic, Inc.
000 Xxxxxxx 0 0xx Xxxxx 000 XXXX XXXXX XXXXXX
Xxxxxxx, XX 00000 XXXXX XXX XXXXXXXXX, XX 00000-
This Schedule is executed pursuant to, and incorporates by reference the terms
and conditions of, and capitalized terms not defined herein shall have the
meanings assigned to them in, the Master Lease Agreement identified above
("Agreement", said Agreement and this Schedule being collectively referred to as
"Lease"). This Schedule, incorporating by reference the Agreement, constitutes a
separate instrument of lease.
A. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees
to lease to Lessee the Equipment described below (the "Equipment").
Number Capitalized Year/Model and Type
of Units Lessor's Cost Manufacturer Serial Numbers of Equipment
EQUIPMENT AS LISTED ON EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF
Equipment immediately listed above is located at: 000 Xxxxxx Xxxxx AND 000
Xxxxxx Xxxxx, Xxxxx Xxx Xxxxxxxxx, Xxx Xxxxx Xxxxxx, XX 00000.
B. FINANCIAL TERMS
11. First Termination Date: THIRTY-SIX (36) months after the Basic Term
Commencement Date.
12. Interim Rent: For the period from and including the Lease Commencement Date
to the Basic Term Commencement Date ("INTERIM PERIOD"), Lessee shall pay
as rent ("INTERIM RENT") for each unit of Equipment, the product of the
Daily Lease Rate Factor times the Capitalized Lessor's Cost of such unit
times the number of days in the Interim Period. Interim Rent shall be due
on Jan. 1, 2002.
13. Basic Term Rent. Commencing on Jan. 1, 2002 and on the same day of each
month thereafter (each, a "RENT PAYMENT DATE") during the Basic Term,
Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic Term
Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on
this Schedule.
14. Lessee agrees and acknowledges that the Capitalized Lessor's Cost of the
Equipment as stated on the Schedule is equal to the fair market value of
the Equipment on the date hereof.
C. INTEREST RATE: Interest shall accrue from the Lease Commencement Date
through and including the date of termination of the Lease.
D. PROPERTY TAX
APPLICABLE TO EQUIPMENT LOCATED IN CALIFORNIA: Lessee agrees that it will
(a) list all such Equipment, (b) report all property taxes assessed against
such Equipment and (c) pay all such taxes when due directly to the
appropriate taxing authority until Lessor shall otherwise direct in
writing. Upon request of Lessor, Lessee shall promptly provide proof of
filing and proof of payment to Lessor.
Lessor may notify Lessee (and Lessee agrees to follow such notification)
regarding any changes in property tax reporting and payment
responsibilities.
E. ARTICLE 2A NOTICE
IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A FOR THE UNIFORM
COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE
FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE. (A) THE
PERSONS(S) SUPPLYING THE EQUIPMENT IS VARIOUS (THE "SUPPLIER(S)"), (B)
LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING THOSE OF ANY
THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING THE
EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR
ACQUIRED THE EQUIPMENT AND (C) WITH
RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND
RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND WARRANTIES,
INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF REMEDIES. TO THE
EXTENT PERMITTED BY APPLICABLE LAW. LESSEE HEREBY WAIVES ANY AND ALL RIGHTS
AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY RIGHTS NOW OR
HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY
OF LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT AND REMEDIES SECTION OF
THE AGREEMENT.
F. STIPULATED LOSS AND TERMINATION VALUE TABLE*
Termination Stipulated Termination Stipulated
Value Loss Value Value Loss Value
Rental Percentage Percentage Rental Percentage Percentage
Basic
1 99.781 103.729 19 53.669 56.158
2 97.403 101.271 20 50.890 53.298
3 95.005 98.791 21 48.088 50.415
4 92.586 96.291 22 45.260 47.506
5 90.146 93.770 23 42.409 44.574
6 87.684 91.227 24 39.532 41.616
7 85.201 88.664 25 36.631 38.634
8 82.697 86.078 26 33.704 35.626
9 80.171 83.471 27 30.752 32.592
10 77.623 80.842 28 27.774 29.534
11 75.052 78.190 29 24.770 26.449
12 72.460 75.516 30 21.740 23.338
13 69.845 72.820 31 18.684 20.200
14 67.207 70.101 32 15.602 17.037
15 64.546 67.359 33 12.492 13.846
16 61.862 64.594 34 9.355 10.628
17 59.154 61.806 35 6.191 7.383
18 56.424 58.994 36 3.000 4.111
*The Stipulated Loss Value or Termination Value for any unit of Equipment
shall be the Capitalized Lessor's Cost of such unit multiplied by the
appropriate percentage derived from the above table. In the event that the
Lease is for any reason extended, then the last percentage figure shown
above shall control throughout any such extended term.
G. PAYMENT AUTHORITY
You are herby irrevocably authorized and directed to deliver and apply the
proceeds due under this Schedule as follows:
COMPANY NAME ADDRESS AMOUNT
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VIROLOGIC, INC. 000 Xxxx Xxxxx Xxxxxx $604,233.63
Xxxxx Xxx Xxxxxxxxx XX 00000
This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned financing.
PURSUANT TO THE PROVISIONS OF THE LEASE, AS IT RELATES TO THIS SCHEDULE, LESSEE
HEREBY CERTIFIES AND WARRANTS THAT (I) ALL EQUIPMENT LISTED ABOVE IS IN GOOD
CONDITION AND APPEARANCE, HAS BEEN DELIVERED AND INSTALLED (IF APPLICABLE) AS OF
THE DATE STATED ABOVE AND IN WORKING ORDER; (II) LESSEE HAS INSPECTED THE
EQUIPMENT, AND ALL SUCH TESTING AS IT DEEMS NECESSARY HAS BEEN PERFORMED BY
LESSEE, SUPPLIER OR THE MANUFACTURER; AND (III) LESSEE ACCEPTS THE EQUIPMENT FOR
ALL PURPOSES OF THE LEASE AND ALL ATTENDANT DOCUMENTS.
LESSEE DOES FURTHER CERTIFY THAT AS OF THE DATE HEREOF (I) LESSEE IS NOT IN
DEFAULT UNDER THE LEASE; AND (II) THE REPRESENTATIONS AND WARRANTIES MADE BY
LESSEE PURSUANT TO OR UNDER THE LEASE ARE TRUE AND CORRECT ON THE DATE HEREOF.
Lessee hereby authorizes Lessor to file a financing statement and
amendments thereto describing the Equipment described in this Schedule and
adding any other collateral described herein and containing any other
information required by the applicable Uniform Commercial Code. Further, Lessee
irrevocably grants to Lessor the power to sign Lessee's name and generally to
act on behalf of Lessee to execute and file financing statements and other
documents pertaining to any or all of the Equipment.
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not binding or
effective with respect to the Agreement or Equipment until executed on behalf of
Lessor and Lessee by authorized representatives of Lessor and Lessee,
respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
By: /s/ Xxxx Xxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxx Xxxx Name: Xxxxxxx X. Xxxxx
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Title: SVP Title: CEO
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