EXHIBIT 10.4
NATIONSBANK MASTER EQUIPMENT Lease
NATIONSBANC LEASING CORPORATION LEASE AGREEMENT Number 04393-00300
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THIS MASTER EQUIPMENT LEASE AGREEMENT (this "Lease") dated as of December 3,
1997, between NATIONSBANC LEASING CORPORATION ("Lessor"), a corporation
organized under the laws of North Carolina, having its chief executive office at
0000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000, and Integral Systems,
Inc. ("Lessee"), a corporation organized under the laws of Maryland, having its
chief executive office at 0000 Xxxxxxxxxxxx Xxx, Xxxxx X, Xxxxxx, Xxxxxxxx
00000.
1. LEASE AGREEMENT. Subject to the terms and conditions hereinafter set forth,
Lessor shall lease to Lessee, and Lessee shall hire from Lessor, the units of
personal property (collectively, the "Equipment") described in one or more
equipment schedules (each a "Schedule") that incorporate by reference this
Master Equipment Lease Agreement (the "Lease"). Each Schedule shall constitute
a separate and independent lease and contractual obligation of Lessee. Until a
Schedule is duly signed and delivered by Lessor, a Schedule signed and delivered
by Lessee constitutes an irrevocable offer by Lessee to lease the Equipment
described in such Schedule from Lessor.
2. TERMS, RENTALS AND DEPOSIT. The term of this Lease and the rental payable
hereunder with respect to the Equipment shall be the period and the amount
stated after the description of the Equipment in the Schedule describing same.
The rental shall be payable in advance on the first day of the payment period or
as otherwise stated in said Schedule. At the time of the payment of the first
rental hereunder, Lessee will deposit with Lessor such additional sum, if any,
specified in the Schedule as security for the payment and performance of any
obligation of Lessee hereunder. Such deposit shall be applicable at Lessor's
option but shall not relieve Lessee of the payment or performance of all of its
obligations hereunder. The deposit, or any remainder thereof, shall be returned
to Lessee upon Lessee's performance of all of its obligations under this Lease
and all Schedules.
3. LOCATION AND USE OF EQUIPMENT. Each item of the Equipment shall at all
times be and remain in the possession and control of Lessee at the address
stated in the Schedule covering such item. Lessee will use, operate and
maintain the Equipment in compliance with all conditions of insurance policies
required to be maintained and with all statutes, ordinances and regulations
relating thereto. Lessee, at its own expense, shall keep the Equipment in good
condition and working order, including replacing or substituting parts,
improvements or additions to the Equipment where necessary. Without the prior
written consent of Lessor, Lessee will not, through modifications, alterations
or any other method, impair the originally intended function of any Equipment.
Any replacement or substitution of parts, improvements or additions to the
Equipment made by Lessee shall become and remain the property of Lessor.
Lessee, if requested by Lessor, shall attach to the Equipment, insignia,
stenciling, plaques, tags, decals or other forms of notice to disclose the
ownership of the Equipment by Lessor or that the Equipment is leased. Lessee
shall keep the Equipment free from all liens, encumbrances and charges, and
shall not encumber its rights hereunder or under any Schedule.
4. EXPENSES, FEES AND TAXES. In addition to the rental stated as being payable
hereunder and as additional rent, Lessee shall pay promptly when billed, all
costs, expenses, fees, charges and taxes incurred in connection with the use,
ownership and operation of the Equipment during the term hereof, including but
not limited to federal, state, county and municipal fees and taxes, ad valorem,
sales, use, excise, stamp and documentary taxes (other than federal and state
income taxes imposed upon or measured by the net income of Lessor). Where
required under appropriate laws and regulations Lessor shall pay such costs,
expenses, fees, charges or taxes and Lessee shall reimburse Lessor upon demand,
as additional rent, the amount of any such costs, expenses, fees, charges or
taxes.
5. LOSS OR DAMAGE OF EQUIPMENT. All risk of loss, theft, destruction and
damage of the Equipment, from whatever cause, is assumed by Lessee.
6. INSURANCE. Lessee shall, at its own expense, procure and maintain all risk
casualty insurance against loss by fire, theft, collapse and all other insurable
hazards (comprehensive coverage) on all of the Equipment for its full value for
the full lease term and public liability and property damage insurance insuring
the Lessor and Lessee as their interest may appear against liability for death,
bodily injury and physical damage resulting from ownership, maintenance, use or
operation of the Equipment. All such insurance shall name Lessor and Lessee as
insured, shall be in such amounts and with insurers as approved by Lessor, and
shall provide that the same may not be altered or canceled except after thirty
(30) days prior written notice to Lessor, with losses being adjusted with and
paid to Lessor. If any such loss be paid by check or draft payable to Lessor
and Lessee jointly, Lessor may endorse Lessee's name thereon. Lessee shall
deliver to Lessor, prior to the beginning of the lease term with respect to any
Equipment, or prior to the effective date of any cancellation or expiration of
such insurance, as the case may be, the insurance policy, a certificate or other
evidence, satisfactory to Lessor, of the maintenance of such insurance. The
interests of Lessor in the policy covered by any such certificate will not be
invalidated by any action or inaction of the Lessee and will insure Lessor
regardless of any breach or violation of any warranty, declaration or condition
contained in such policy by Lessee. Lessor shall
be under no duty to examine such policies, certificates or other evidences of
insurance, or to advise Lessee in the event that its insurance is not in
compliance with this Lease.
7. LESSEE'S GENERAL INDEMNITIES. LESSEE SHALL INDEMNIFY LESSOR AGAINST ALL
CLAIMS, LIABILITIES, LOSSES AND EXPENSES WHATSOEVER, INCLUDING REASONABLE
ATTORNEYS' FEES AND COSTS (EXCEPT THOSE DIRECTLY AND PRIMARILY CAUSED BY
LESSOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), IN ANY WAY RELATING TO OR
ARISING OUT OF THE EQUIPMENT OR ANY PART THEREOF, OR THE ORDERING, ACQUISITION,
REJECTION, INSTALLATION, POSSESSION, MAINTENANCE, USE, OWNERSHIP, CONDITION,
DESTRUCTION, RETURN, OR DISPOSITION OF THE EQUIPMENT OR ANY PART THEREOF,
INCLUDING NEGLIGENCE AND STRICT LIABILITY IN TORT, AND INCLUDING ANY
INFRINGEMENT CLAIM. LESSEE'S OBLIGATIONS UNDER THIS PROVISION SHALL SURVIVE ANY
PARTIAL OR TOTAL TERMINATION, EXPIRATION, OR CANCELLATION OF THIS LEASE.
8. DELIVERY AND ACCEPTANCE AND RETURN OF EQUIPMENT. Upon delivery to and
acceptance by Lessee of the Equipment, Lessee shall execute and deliver a
Schedule relating to such Equipment, and acknowledging acceptance thereof.
Acceptance of delivery and execution of such Schedule shall constitute Lessee's
acknowledgment that such Equipment is in good operating order, repair, condition
and appearance, is of the manufacture, design and capacity selected by Lessee,
and is suitable for the purposes for which leased. At the expiration of the
lease term with respect to any of the Equipment, Lessee, upon demand, shall
return such Equipment to Lessor at Lessee's expense in the same operating order,
repair, condition and appearance as when received, excepting only ordinary wear
and tear, and damage by any cause covered by collectible insurance. Lessee shall
cooperate with Lessor in effecting removal of the Equipment from the location
where it is then installed, and in the disposal of the Equipment, and shall pay
Lessor the cost thereof.
9. OPTION TO PURCHASE. Notwithstanding any provisions of Paragraph 8, at the
end of the original lease term, or within fifteen (15) days thereafter,
providing all rental herein specified shall have been fully complied with, and
Lessee has performed all its other obligations under the Lease, Lessee shall
have the option to purchase the Equipment in its then condition, "AS IS AND
WHERE IS" without warranties or representations of any kind, express or implied,
including any warranty of merchantability, condition or suitability or fitness
of any of the Equipment for a particular purpose, for the sum as set forth in
the Schedule describing the Equipment in addition to the sums paid by the Lessee
for rental. The purchase price of the Equipment shall be payable in immediately
available funds at the time of exercising such option. In the event Lessee shall
fail to exercise the option to purchase, Lessee shall not on any account
whatsoever be entitled to any allowance, credit, refund or setoff of payments
previously made or due hereunder and Lessor may retain all payments as rentals
for the use of said Equipment and for loss and depreciation thereof. If the
option to purchase is not exercised, Lessee shall return said Equipment to
Lessor at Lessor's address as set forth above, pursuant to Paragraph 8.
10. EARLY TERMINATION WITH RESPECT TO CERTAIN EQUIPMENT. At any time after one
(1) year from the beginning of the lease term with respect to the Equipment
covered by any Schedule and provided that no Event of Default shall have
occurred and be continuing, Lessee shall have the option, exercisable at its own
discretion, to terminate the term of the Lease with respect to all Equipment
covered by any Schedule by purchasing said Equipment "as is and where is"
without warranties or representations of any kind, express or implied, including
any warranty of merchantability, condition or suitability or fitness of any of
the Equipment for a particular purpose, for a purchase price equivalent to
Lessor's then unamortized lease investment in the Equipment plus an early
termination charge equivalent to one percent of Lessor's then unamortized lease
investment multiplied by the number of years, or fraction thereof, remaining
under the lease term with respect to such Equipment. The purchase price of such
Equipment and the early termination charge shall be payable in immediately
available funds at the time of exercising such option.
11. ASSIGNMENT OF WARRANTIES AND LIMITATION OF RESPONSIBILITY. Lessor hereby
assigns to Lessee to the extent allowable by law for and during the term of the
Lease with respect to any Equipment, the warranties, if any, of the manufacturer
issued on such Equipment, and hereby authorizes Lessee to obtain the customary
service furnished by the manufacturer in connection therewith, at Lessee's
expense. Lessor is not a manufacturer or engaged in the sale or distribution of
the Equipment, and has not made and does not hereby make any representation as
to merchantability, condition or suitability of any of the Equipment for the
purposes of Lessee or any other representation with respect thereto. Lessor
shall not be liable to the Lessee for any loss, claim, demand, liability, cost,
damage or expense of any kind caused, or alleged to be caused, directly or
indirectly, by the Equipment, or by an inadequacy thereof for any purpose, or by
any defect therein or the use or maintenance thereof, or any repairs, servicing
or adjustments thereto, or any delay in providing or failure to provide the
same, or any interruption or loss of service or use thereof, or any loss of
business, profits, consequential or other damage of any nature. Lessee agrees
that its obligations hereunder to pay the rental herein provided for shall not
in any way be affected by any defect or failure of performance of the Equipment.
12. PERSONAL PROPERTY. The Equipment shall at all times remain personal
property of Lessor regardless of its annexation to real property. The Equipment
shall not by reason of any annexation to real property become a part thereof.
Lessee warrants that if any time any of the Equipment is removed to a new
location, Lessee shall provide to Lessor written notice thereof within 30 days
of such relocation and either (i) the facility in which such Equipment will be
installed will be owned by Lessee free of any and all liens, charges or
encumbrances, or (ii) if said facility is not owned by Lessee free and clear of
all liens, charges or encumbrances, Lessee will obtain from the owner of such
premises and/or the holder of such lien, charge or encumbrance on
such premises the owner's and/or holder's consent and acknowledgment that such
Equipment is and will remain personal property of Lessor subject to all the
provisions of this Lease. Lessee shall obtain and record such instruments,
including without limitation, Uniform Commercial Code financing statements, and
take such steps as may be necessary to prevent any person from acquiring or
claiming any right in the Equipment paramount to the rights of the Lessor by
reason of such Equipment being deemed to be real property. If any third party
shall attempt to establish or claim any legal right in any of the Equipment,
Lessee shall promptly, after learning thereof, notify Lessor in writing and
within thirty (30) clays after the date of such notice, (i) cause such right or
claim to be waived or eliminated to the satisfaction of Lessor or (ii) otherwise
stay such act or indemnity to its satisfaction. Lessee will obtain and record
such instruments, including, without limitation, Uniform Commercial Code
financing statements, and take such steps as may be necessary to prevent any
person from acquiring any right in the Equipment paramount to the rights of
Lessor by reason of such Equipment being deemed to be real property.
13. EVENTS OF DEFAULT. Lessee shall be in default under this Lease upon the
happening of any of the following events or conditions (each an "Event of
Default "): (a) nonpayment when due of any installment of rent or other sum
owing by Lessee hereunder, under any Schedule or under any other Agreement
between Lessor and Lessee if such nonpayment continues for ten (10) days; (b)
Lessee's failure to perform and comply with any other covenant or obligation
hereunder or under any Schedule if such failure continues for ten (10) days
after written notice thereof by Lessor to Lessee; (c) Lessee's attempt to sell,
lease or encumber any item of the Equipment without Lessor's prior written
consent, or the attachment of any lien or security interest to any such item in
favor of anyone other than Lessor, or any attempted levy, seizure or attachment
on such item; (d) any representation or warranty made by Lessee to Lessor
hereunder or under any schedule, certificate, agreement, instrument or other
statement, including income and financial statements, proves to have been
incorrect in any material respect when made; (e) the merger, consolidation,
reorganization or dissolution of, or transfer of a controlling stock interest in
Lessee or the suspension of Lessee's present business; (f) Lessee's general
assignment for the benefit of creditors or commencement of any voluntary case or
proceeding for relief under the Bankruptcy Code, or any other present or future
law for the relief of debtors, including proceedings under the Bankruptcy Code,
or the taking of any action to authorize or implement any of the foregoing; (g)
the filing of any petition or application against Lessee under any present or
future law for the relief of debtors, including proceedings under the Bankruptcy
Code, or for the subjection of property of Debtor to the control of any court,
receiver or agency for the benefit of creditors if such petition or application
is consented to by Lessee or not dismissed within sixty (60) days from the date
of filing; (h) a default exists under any other agreement or instrument of
Lessee's with or in favor of Lessor or any direct or indirect affiliate of
Lessor; (i) the attempted repudiation of any guaranties for obligations of
Lessee to Lessor; (j) the Pension Benefit Guaranty Corporation's commencement of
proceedings under Section 4042 of the Employee Retirement Income Security Act of
1974 to terminate any employee pension benefit plan of Lessee; or (k) the
occurrence of any event described in clauses (g) or (h) of this Section with
respect to any guarantor or the person liable for payment or performance of
Lessee's obligations under this Lease.
14. REMEDIES OF LESSOR. Upon the occurrence of any Event of Default and at any
time thereafter, Lessor may without any further notice exercise one or more of
the following remedies, as Lessor in its sole discretion shall elect: (a)
declare all unpaid rentals under this Lease to be immediately due and payable:
(b) cancel this Lease as to any or all items of the Equipment; (c) take
possession of the Equipment wherever found, and for this purpose enter upon any
premises of Lessee (Lessee hereby authorizes and empowers Lessor and its agents
to enter upon such premises wherever the Equipment may be found) and remove the
Equipment, without any liability for suit, action or other proceeding by the
Lessee and remove the same; (d) cause Lessee at its expense to promptly return
the Equipment to Lessor at any location in the continental United States
specified by Lessor and in the condition set forth above; (e) use, hold or
otherwise dispose of the Equipment or any item thereof on the premises of Lessee
or any other location without affecting the obligations of Lessee as provided in
this Lease; (f) sell or lease the Equipment or any part thereof, at public
auction or by private sale or lease at such time or times and upon such terms as
Lessor may determine, free and clear of any rights of Lessee and, if notice
thereof is required by law, any notice in writing of any such sale or lease by
Lessor to Lessee not less than ten (10) days prior to the date thereof, shall
constitute reasonable notice thereof to Lessee; (g) proceed by appropriate
action either by law or in equity to enforce performance by Lessee of the
applicable covenants of this Lease or to recover damages for the breach thereof;
(h) exercise any and all rights accruing to a lessor under any applicable law
upon a default by a lessee; (i) recover from Lessee the amount of payments
immediately due and payable, if the default shall be for nonpayment of one or
more but less than all of the payments called for herein, together with interest
and any other sum owing because of default, without cancellation of the Lease or
without waiver of the right of future payments to the Lessor under this Lease.
In addition, Lessor shall be entitled to recover immediately, as liquidated
damages, and not as a penalty, a sum equal to the aggregate of the following:
(a) all unpaid rentals or other sums which are due and payable for any items of
the Equipment up to the date of redelivery to or repossession by Lessor; (b) any
expenses paid or incurred by Lessor in connection with the repossession,
holding, repair, modification, upgrade and sale, lease or other disposition of
the Equipment, including fifteen percent of all amounts due as attorneys' fees
(but not to exceed the amount of attorneys' fees that Lessor actually incurs),
and legal expenses; (c) all unpaid rentals due and to become due under this
Lease for any item of the Equipment which Lessee fails to return to Lessor as
provided above or converts or destroys, or which Lessor is unable to repossess;
and (d) an amount equal to any excess of (i) all unpaid rentals for any item of
the Equipment returned to or repossessed by Lessor from the date thereof to the
end of the respective rental period therefor, discounted to present value at the
then prevailing "Prime Rate" (as announced by NationsBank of Georgia, N.A.,
Atlanta, GA) over (ii) the net proceeds actually received by Lessor, to the
extent attributable to Lessee's former leasehold interest, of any sale thereof
by Lessor or lease thereof by Lessor, discounted at such rate. None of the
remedies under this Lease are intended to be exclusive, but each shall be
cumulative and in addition to any other remedy referred to herein or otherwise
available to Lessor in law or in equity. Any repossession or subsequent sale or
lease by Lessor of any item of the Equipment shall not bar an action for a
deficiency as herein provided, and the bringing of an action or the entry of
judgment against the Lessee shall not bar the Lessor's right to repossess any or
all items of the Equipment.
15. ASSIGNMENT BY LESSOR. Lessor may assign or transfer, and Lessee hereby
consents to the assignment or transfer, of all or any part of any Schedule or
Lessor's interest in any Equipment without notice to Lessee. Lessee agrees that
the liability of Lessee to any assignee of Lessor, or any subsequent assignee of
such assignee, shall be absolute and unconditional and shall not be affected by
any default hereunder of Lessor whatsoever or by any breach of any warranty,
express or implied, in respect of any Equipment or Schedule. Lessee further
agrees that no such assignee shall be required to assume any of the obligations
of Lessor under any Schedule except (i) the obligation in respect of the
application of any insurance monies received by such assignee, as hereinabove
provided, (ii) that the assignee shall be responsible for its own misconduct
after the assignment and (iii) that any successor lessor shall be responsible
for the Lessor's duties hereunder accruing after any such assignment. Lessee
acknowledges that no such assignment shall materially change Lessee's duties
hereunder or materially increase any burden or risk imposed on Lessee hereunder.
16. PROHIBITION OF ASSIGNMENT BY LESSEE. Lessee shall not assign or in any way
dispose of all or any part of its rights or obligations under any Schedule or
enter into any sublease of all or any part of any Equipment without the prior
written consent of Lessor.
17. MISCELLANEOUS.
(a) Each Schedule is and is intended to be a lease, and Lessee does not acquire
hereby any right, title or interest in or to the Equipment, except the right to
use the same under the terms hereof.
(b) The relationship between Lessor and Lessee shall always and only be that of
Lessor and Lessee. Lessee shall never at any time during the term of this Lease
for any purpose whatsoever be or become the agent of Lessor, and Lessor shall
not be responsible for the acts or omissions of Lessee, or its agents.
(c) Time is of the essence hereof.
(d) At Lessor's request, Lessee will execute, deliver, file, and record such
financing statements and other documents as Lessor shall deem necessary or
advisable to protect Lessor's interest in the Equipment and to effectuate the
purposes of this agreement. Lessee hereby irrevocably appoints Lessor as
Lessee's agent and attorney-in-fact for Lessee to execute, deliver, file, or
record any such item, and to take such action for Lessee and in Lessee's name,
place and stead.
(e) Lessor, its agents and employees shall have the right to enter any property
where Equipment is located and inspect any of the Equipment at any reasonable
time. Lessor's right to inspect the Equipment is solely for the benefit of
Lessor and shall not impose any obligation of any kind whatsoever on Lessor.
(f) Lessee agrees to pay Lessor at late charge equal to five percent (5%) of the
rental on all rentals not paid by Lessee to Lessor with ten (10) days of when
due and owing under the provisions of this Lease, plus interest on such
delinquent rental, from the due date thereof until paid, at the maximum contract
rate permitted by law.
(g) Lessor's failure to enforce strictly any of the provisions of this Lease
shall not be construed as a waiver thereof or as excusing Lessee from future
performance.
(h) The invalidity of any portion of this Lease shall not affect the force and
effect of the remaining valid portions thereof.
(i) All notices shall be binding upon the parties hereto if sent to the address
set forth herein (unless a subsequent address has been furnished) by certified
mail, by one party to the other.
(j) No representation, warranties, promises, guaranties or agreements, oral or
written, expressed or implied, have been made by either party hereto with
respect to this Lease or the Equipment except as expressly provided herein.
This Lease and the Schedules governed thereby constitute the entire agreement
between the parties hereto with respect to the leasing of the Equipment. Any
change or modification to this Lease must be made in writing and signed by the
parties hereto.
(k) During the term set forth in any supplementary Schedule executed in
conjunction herewith, Lessee (i) shall furnish Lessor annual balance sheets and
profit and loss statements of Lessee and of any guarantor of Lessee's
obligations hereunder within 120 days after the end of Lessee's (and any
guarantor's) fiscal year, and (ii) at Lessor's request, shall furnish Lessor all
other financial information and reports reasonably requested by Lessor at any
time, including quarterly or other interim balance sheets and profit and loss
statements of Lessee and of any such guarantor. Lessee shall furnish such other
information as Lessor may
reasonably request at any time concerning Lessee and its affairs, including
without limitation information concerning the Equipment. All such financial
information shall conform to Generally Accepted Accounting Principles,
consistently applied.
(l) To secure the full and punctual payment and performance of its obligations
under each Schedule, Lessee hereby grants to Lessor a security interest in all
Lessee's right, title and interest, whether now existing or hereafter arising,
in, under and to each other schedule, lease, security agreement, or other
agreement between Lessor and Lessee, and each item of equipment or other
tangible personal property covered thereby.
(m) Lessee shall reimburse Lessor upon demand for all costs and expenses
incurred by Lessor in connection with the execution and delivery of this Lease
and the transactions contemplated hereunder including, without limitation, any
lien search and filing fees.
(N) LESSOR AND LESSEE EACH WAIVE TRIAL BY JURY IN ANY ACTION PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER HOWEVER ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE OR ANY SCHEDULE.
18. APPLICABLE LAW. THIS LEASE SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS IN EFFECT IN THE STATE OF GEORGIA AS OF THE DATE
HEREOF.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the date
first above written.
NATIONSBANC LEASING CORPORATION (LESSOR) INTEGRAL SYSTEMS, INC. (Lessee)
/s/ NationsBanc Leasing Corporation By: /s/ Xxxxxx X. Xxxxxxx
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Printed Name: NationsBanc Leasing Corporation Printed Name: Xxxxxx X. Xxxxxxx
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Title: Title: Vice President/CFO
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NATIONSBANK EQUIPMENT LEASE SCHEDULE
NationsBanc Leasing Corp. FOR MASTER EQUIPMENT LEASE AGREEMENT
SCHEDULE NUMBER 001
This Schedule 001, dated as of December 03, 1997, between NationsBanc Leasing
Corporation, as Lessor, and Integral Systems, Inc., as Lessee, is executed
pursuant to and is subject to the terms and conditions of Master Equipment Lease
Agreement Number 04393-00300 dated as of December 03, 1997 (the "Lease").
Unless otherwise defined herein, capitalized terms used in this Schedule have
the respective meanings assigned to such terms in the Lease. Should any terms
and conditions of this Schedule conflict with any provision of the Lease, the
terms and conditions herein shall supersede conflicting terms and conditions in
the Lease.
Lessee hereby authorizes Lessor to insert herein the serial numbers and other
identification data of the Equipment, when determined by Lessor, and dates or
other omitted factual matters.
DESCRIPTION OF EQUIPMENT, the total cost of which to Lessor is $500,000.00
("Total Capitalized Cost"):
See Exhibit A - Description of Equipment attached hereto and made a part
hereof.
TERM OF LEASE WITH RESPECT TO EQUIPMENT: The term of the Lease for the
Equipment described herein is for an Interim Term commencing on the Acceptance
Date set forth below, and continuing through and including the day preceding the
Base Term Commencement Date; and for a Base Term of Thirty Six (36) months
commencing on the 5th day of the calendar month following the Acceptance Date
(the "Base Term Commencement Date").
RENTAL: Interim Rent shall be due Lessor for each day in the Interim Term shall
equal 0.02639% multiplied by Total Capitalized Cost. The 0.02639% is based upon
NationsBank of Georgia, N.A.'s present "Prime Rate" of 8.50000% plus 1.00000%.
For each one-quarter percent (0.25%) change in such Prime Rate, the O.02639%
will increase or decrease (as applicable) by 0.00069444%. Interim Rent shall be
payable on the Base Term Commencement Date.
Base Rent shall be payable in Thirty Six (36) consecutive monthly installments
of $15,757.52 each, or as set forth in the Schedule of Base Rent installments
attached hereto, the first Base Rent installment being payable on the Base Term
Commencement Date and the remaining Base Rent installments being payable on the
5th day of each succeeding month.
LOCATION OF EQUIPMENT: Equipment will be located at:
Location Address City County State ZIP
A 0000 Xxxxxxxxxxxx Xxx, Xxxxx X Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
INSURANCE REQUIREMENTS: In addition to the requirements set forth in the Lease,
the following shall apply:
Liability: Not less than $500,000.00 combined single limit liability insurance,
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including bodily injury and death and property damage, covering activities of
Lessor and Lessee and naming Lessor as additional insured.
Physical Damage: Comprehensive insurance, including loss by burglary, theft,
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malicious mischief and fire, for an amount not less than the Stipulated Loss
Value of the Equipment, and naming Lessor as loss payee.
PURCHASE OPTION. On expiration of the Term of the Lease for the Equipment and
upon Lessee satisfying all obligations with respect to the Equipment, Lessee
may, at its option, purchase all, but not less than all, of the Equipment for a
purchase price equal to $1.00.
DISCLOSURE. In the event any court of competent jurisdiction finds this Lease
to be a lease intended for security, the Base Rent installments are calculated
by applying the simple interest rate of 8.89000% per annum to the Total
Capitalized Cost; interest being calculated on the basis of a year of 360 days
and actual days lapsed.
NO MATERIAL ADVERSE CHANGE: Lessee represents and warrants that there has been
no material adverse change in its business or financial condition since
December 01, 1997. Lessor shall not be obligated to execute this Schedule and
lease the Equipment hereunder to Lessee if there shall have occurred any change
in applicable law that would have a material adverse impact on the transaction
contemplated hereby or there shall have occurred a material adverse change (in
Lessor's sole judgment) in the financial or business condition of Lessee.
ACKNOWLEDGMENT OF RECEIPT OF EQUIPMENT: Lessee acknowledges that the Equipment
described herein above has been delivered to and received by it, is conforming
as represented, and is acceptable and satisfactory to it, and that the same has
been irrevocably accepted as Equipment leased by Lessee under this Schedule as
of the date written below (the "Acceptance Date").
NationsBanc Leasing Corporation Integral Systems, Inc.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Printed Name: Xxxxx Xxxxx Printed Name: Xxxxxx X. Xxxxxxx
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Title: Assistant Vice President Title: Vice President/CFO
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Acceptance Date: December 22, 1997
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NATIONSBANK EQUIPMENT LEASE SCHEDULE
NationsBanc Leasing Corp. FOR MASTER EQUIPMENT LEASE AGREEMENT
SCHEDULE NUMBER 002
This Schedule 002, dated as of March 11, 1998, between NationsBanc Leasing
Corporation, as Lessor, and Integral Systems, Inc., as Lessee, is executed
pursuant to and is subject to the terms and conditions of Master Equipment Lease
Agreement Number 04393-00300 dated as of December 03, 1997 (the "Lease"). Unless
otherwise defined herein, capitalized terms used in this Schedule have the
respective meanings assigned to such terms in the Lease. Should any terms and
conditions of this Schedule conflict with any provision of the Lease, the terms
and conditions herein shall supersede conflicting terms and conditions in the
Lease.
Lessee hereby authorizes Lessor to insert herein the serial numbers and other
identification data of the Equipment, when determined by Lessor, and dates or
other omitted factual matters.
DESCRIPTION OF EQUIPMENT, the total cost of which to Lessor is $123,952.83
("Total Capitalized Cost"):
See Exhibit A - Description of Equipment attached hereto and made a part
hereof.
TERM OF LEASE WITH RESPECT TO EQUIPMENT: The term of the Lease for the Equipment
described herein is for an Interim Term commencing on the Acceptance Date set
forth below, and continuing through and including the day preceding the Base
Term Commencement Date; and for a Base Term of Thirty Six (36) months commencing
on the 5th day of the calendar month following the Acceptance Date (the "Base
Term Commencement Date").
RENTAL: Interim Rent shall be due Lessor for each day in the Interim Term shall
equal 0.02639% multiplied by Total Capitalized Cost. The 0.02639% is based upon
NationsBank of Georgia, N.A.'s present "Prime Rate" of 8.50000% plus 1.00000%.
For each one-quarter percent (0.25%) change in such Prime Rate, the 0.02639%
will increase or decrease (as applicable) by 0.00069444%. Interim Rent shall be
payable on the Base Term Commencement Date.
Base Rent shall be payable in Thirty Six (36) consecutive monthly installments
of $3,899.89 each, or as set forth in the Schedule of Base Rent installments
attached hereto, the first Base Rent installment being payable on the Base Term
Commencement Date and the remaining Base Rent installments being payable on the
5th day of each succeeding month.
LOCATION OF EQUIPMENT: Equipment will be located at:
Location Address City County State ZIP
A 0000 Xxxxxxxxxxxx Xxx, Xxxxx X Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
INSURANCE REQUIREMENTS: In addition to the requirements set forth in the Lease,
the following shall apply:
Liability: Not less than $500,000.00 combined single limit liability insurance,
------------
including bodily injury and death and property damage, covering activities of
Lessor and Lessee and naming Lessor as additional insured.
Physical Damage: Comprehensive insurance, including loss by burglary, theft,
------------------
malicious mischief and fire, for an amount not less than the Stipulated Loss
Value of the Equipment, and naming Lessor as loss payee.
PURCHASE OPTION. On expiration of the Term of the Lease for the Equipment and
upon Lessee satisfying all obligations with respect to the Equipment, Lessee
may, at its option, purchase all, but not less than all of the Equipment for a
purchase price equal to $1.00.
DISCLOSURE. In the event any court of competent jurisdiction finds this Lease
to be a lease intended for security, the Base Rent installments are calculated
by applying the simple interest rate of 8.77000% per annum to the Total
Capitalized Cost; interest being calculated on the basis of a year of 360 days
and actual days lapsed.
NO MATERIAL ADVERSE CHANGE: Lessee represents and warrants that there has been
no material adverse change in its business or financial condition since December
01, 1997. Lessor shall not be obligated to execute this Schedule and lease the
Equipment hereunder to Lessee if there shall have occurred any change in
applicable law that would
have a material adverse impact on the transaction contemplated hereby or there
shall have occurred a material adverse change (in Lessor's sole judgment) in the
financial or business condition of Lessee.
ACKNOWLEDGMENT OF RECEIPT OF EQUIPMENT: Lessee acknowledges that the Equipment
described herein above has been delivered to and received by it, is conforming
as represented, and is acceptable and satisfactory to it, and that the same has
been irrevocably accepted as Equipment leased under this Schedule as of the date
written below (the "Acceptance Date").
NationsBanc Leasing Corporation Integral Systems, Inc.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------- -----------------------------------
Printed Name: Xxxxx X. Xxxxxx Printed Name: Xxxxxx X. Xxxxxxx
------------------------ -------------------------
Title: Vice President Title: Vice President/CFO
------------------------------- --------------------------------
Acceptance Date: March 26, 1998
----------------------
NATIONSBANK EQUIPMENT LEASE SCHEDULE
NationsBanc Leasing Corp. FOR MASTER EQUIPMENT LEASE AGREEMENT
SCHEDULE NUMBER 003
This Schedule 003, dated as of May 04, 1998, between NationsBanc Leasing
Corporation, as Lessor, and Integral Systems, Inc., as Lessee, is executed
pursuant to and is subject to the terms and conditions of Master Equipment Lease
Agreement Number 04393- 00300 dated as of December 03, 1997 (the "Lease").
Unless otherwise defined herein, capitalized terms used in this Schedule have
the respective meanings assigned to such terms in the Lease. Should any terms
and conditions of this Schedule conflict with any provision of the Lease, the
terms and conditions herein shall supersede conflicting terms and conditions in
the Lease.
Lessee hereby authorizes Lessor to insert herein the serial numbers and other
identification data of the Equipment, when determined by Lessor, and dates or
other omitted factual matters.
DESCRIPTION OF EQUIPMENT, the total cost of which to Lessor is $64,857.39
("Total Capitalized Cost"):
See Exhibit A - Description of Equipment attached hereto and made a part
hereof.
TERM OF LEASE WITH RESPECT TO EQUIPMENT: The term of the Lease for the Equipment
described herein is for an Interim Term commencing on the Acceptance Date set
forth below, and continuing through and including the day preceding the Base
Term Commencement Date; and for a Base Term of Thirty Six (36) months commencing
on the 5th day of the calendar month following the Acceptance Date (the "Base
Term Commencement Date").
RENTAL: Interim Rent shall be due Lessor for each day in the Interim Term shall
equal 0.02639% multiplied by Total Capitalized Cost. The 0.02639% is based upon
NationsBank of Georgia, N.A.'s present "Prime Rate" of 8.50000% plus 1.00000%.
For each one-quarter percent (0.25%) change in such Prime Rate, the 0.02639%
will increase or decrease (as applicable) by 0.00069444%. Interim Rent shall be
payable on the Base Term Commencement Date.
Base Rent shall be payable in Thirty Six (36) consecutive monthly installments
of $2,040.29 each, or as set forth in the Schedule of Base Rent installments
attached hereto, the first Base Rent installment being payable on the Base Term
Commencement Date and the remaining Base Rent installments being payable on the
5th day of each succeeding month.
LOCATION OF EQUIPMENT: Equipment will be located at:
Location Address City County State ZIP
A 0000 Xxxxxxxxxxxx Xxx, Xxxxx X Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
INSURANCE REQUIREMENTS: In addition to the requirements set forth in the Lease,
the following shall apply:
Liability: Not less than $500,000.00 combined single limit liability insurance,
----------
including bodily injury and death and property damage, covering activities of
Lessor and Lessee and naming Lessor as additional insured.
Physical Damage: Comprehensive insurance, including loss by burglary, theft,
---------------
malicious mischief and fire, for an amount not less than the Stipulated Loss
Value of the Equipment, and naming Lessor as loss payee.
PURCHASE OPTION. On expiration of the Term of the Lease for the Equipment and
upon Lessee satisfying all obligations with respect to the Equipment, Lessee
may, at its option, purchase all, but not less than all, of the Equipment for a
purchase price equal to $1.00.
DISCLOSURE. In the event any court of competent jurisdiction finds this Lease to
be a lease intended for security, the Base Rent installments are calculated by
applying the simple interest rate of 8.76000% per annum to the Total Capitalized
Cost; interest being calculated on the basis of a year of 360 days and actual
days lapsed.
NO MATERIAL ADVERSE CHANGE: Lessee represents and warrants that there has been
no material adverse change in its business or financial condition since December
01, 1997. Lessor shall not be obligated to execute this Schedule and lease the
Equipment hereunder to Lessee if there shall have occurred any change in
applicable law that would have a material adverse impact on the transaction
contemplated hereby or there shall have occurred a material adverse change (in
Lessor's sole judgment) in the financial or business condition of Lessee.
ACKNOWLEDGMENT OF RECEIPT OF EQUIPMENT: Lessee acknowledges that the Equipment
described herein above has been delivered to and received by it, is conforming
as represented, and is acceptable and satisfactory to it, and that the same has
been irrevocably accepted as Equipment leased by Lessee under this Schedule as
of the date written below (the "Acceptance Date").
NationsBanc Leasing Corporation Integral Systems, Inc.
/s/ NationsBanc Leasing Corporation By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------ -------------------------------
Printed Name: NationsBanc Leasing Corporation Printed Name: Xxxxxx X. Xxxxxxx
-------------------------------- ---------------------
Title: Title: Vice President/CFO
--------------------------------------- ----------------------------
Acceptance Date: May 13,1998
-----------------
