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Exhibit 10.19
LEASE NO. ECC0897
MASTER LEASE AGREEMENT
This agreement (the "Agreement") is made this 12th day of August, 1997,
between Pacific Financial Company, with an office at 000 X. Xxxxx Xxxxxx, Xxxxx
000, Xxxx Xxxx Xxxx, XX 00000, (the"Lessor"), and Eye Care Centers of America,
Inc., with its principal office located at 00000 Xxxx Xxxxxx, Xxx Xxxxxxx, XX
00000 (the "Lessee").
1. LEASE:
Lessor agrees to lease to Lessee, and Lessee agrees to lease from
Lessor, the equipment ("Equipment") described in any Equipment Schedule executed
and delivered by Lessor and Lessee in connection with the Agreement. The terms
and conditions contained herein and in each Equipment Schedule shall govern the
leasing and use of the Equipment. In the event of conflict between the
provisions of this Agreement and any Equipment Schedule, the provisions of the
Equipment Schedule shall govern. Each Equipment Schedule shall constitute a
separate lease.
2. ADDITIONAL DEFINITIONS:
a. "Acceptance Date" means, as to the Equipment designated on any
Equipment Schedule, the earliest to occur of: (a) the date specified as the
Acceptance Date in the applicable Equipment Schedule; (b) the date Lessee
accepts the Equipment as set forth in any certificate of acceptance or delivery
signed by the Lessee (the "Acceptance Certificate"); or, (c) the date which is
determined by the manufacturer or vendor of the Equipment to be the date of
installation of such Equipment.
b. "Commencement Date" means, as to the Equipment designated on any
Equipment Schedule, the first day of the month following the Acceptance Date.
3. TERMS OF LEASE:
The Initial Lease Term and the Rent payable with respect to each Leased
Item shall be as set forth in and as stated in the respective Equipment
Schedule(s). Lessee may a) exercise an Early Purchase Option, if applicable; or
b) terminate any Equipment Schedule effective at the expiration of the Initial
Lease Term or any renewal term thereof; by giving the Lessor at least sixty (60)
days prior written notice. If said written notice is not received by Lessor
within the specified period, then the Lease shall continue until the end of the
Initial Lease Term. No notice of intent to exercise an Early Purchase Option or
termination may be revoked without prior written consent of the Lessor.
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4. RENT AND PAYMENT:
As to any Equipment leased hereunder, the "Monthly Rental" payable by
Lessee to Lessor shall be as set forth in the applicable Equipment Schedule. The
Monthly Rental shall begin on the Acceptance Date and shall be due and payable
by Lessee in advance on the first day of each month throughout the Initial
Period and any Automatic Renewal Period. If the Acceptance Date does not fall on
the first day of the month, then the first rental payment shall be a pro rata
portion of the Monthly Rental, calculated on a 30-day basis for the period
between the Acceptance Date and the Commencement Date, and shall be due and
payable on the Acceptance Date. Lessee shall pay all Monthly Rental to Lessor,
its successors or assigns, at Lessor's address set forth above (or as otherwise
directed in writing by Lessor, its successors, or assigns), whether or not
Lessee has received any notice that such payment is due. LESSEE SHALL NOT XXXXX,
SET OFF, OR DEDUCT ANY AMOUNT OR DAMAGES FROM OR REDUCE ANY MONTHLY RENTAL FOR
ANY REASON WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, ITS SUCCESSORS, OR
ASSIGNS.
Late charges on any payments, taxes, or other charges due hereunder and
not received within ten (10) days of the due date shall accrue at the rate of
1.5% of the payment amount due per month (or if such rate shall exceed the
maximum rate allowed by law, then at the highest rate that is permitted to be
charged on liquidated amounts after judgment) beginning with the date that such
amount was due and continuing until the amount is paid. If late charges are
assessed by a lending institution due to any late payment, Lessee agrees to pay
such late charges or to reimburse Lessor for their payments. Lessee agrees to
make payment for any late charges promptly upon demand by Lessor.
5. TAXES
Lessee shall pay to Lessor an amount equal to all taxes paid, payable
or required to be collected by Lessor, however designated, which are levied or
based on the Monthly Rental or on the possession, use, operation, lease, rental,
sale, purchase, control or value of the Equipment, including without limitation,
registration and license fees and assessments, state and local privilege or
excise taxes, sales and use taxes, personal and other property taxes, and taxes
or charges based on gross revenue, but excluding taxes based on Lessor's net
income. Lessor shall furnish to Lessee, within thirty (30) days of receipt by
Lessor, copies of all tax assessments or valuation issues by the applicable
taxing authorities. Lessor shall invoice Lessee for all such taxes in advance of
their payment due date, and Lessee shall promptly remit to Lessor all such taxes
and charges upon receipt of such invoice from Lessor. Lessee shall pay all
penalties and interest resulting from its failure to remit such taxes to Lessor
within forty-five (45) days of being invoiced by Lessor, which invoice shall be
accompanied by a copy of the tax xxxx issued by the applicable taxing
authorities. Lessor shall file all required sales and use tax and personal
property tax returns and reports concerning the Equipment with all applicable
governmental agencies. Lessee shall have the right in Lessor's and/or Lessee's
name, to contest any such tax xxxx, assessment or valuation so long as no
foreclosure of a
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tax lien is imminent, or if foreclosure is imminent, Lessee has taken
reasonable steps to protect the Equipment against foreclosure (such as
providing an appropriate indemnity bond).
6. USE; ALTERATIONS AND ATTACHMENTS:
a. After Lessee receives and inspects any Equipment and is satisfied
that the Equipment is satisfactory, Lessee shall execute and deliver to Lessor
an Acceptance Certificate in a form provided by Lessor; provided, however, that
Lessee's failure to execute and deliver an Acceptance Certificate for any
Equipment shall not affect the validity of this Agreement with respect to the
Equipment.
b. Lessee shall be entitled to unlimited usage of the Equipment during
the Initial Period, the Automatic Renewal Periods and any extension or renewal
periods approved by Lessor in writing.
c. Lessee shall at all times keep the Equipment in its sole possession
and control. The Equipment shall not be moved from the location stated in the
Equipment Schedule without the prior written consent of the Lessor.
d. Lessee shall cause the Equipment to be installed, used, operated
and, at the termination of the Agreement as to each Equipment Schedule, removed
(i) in accordance with any applicable manufacturer's manuals or instructions;
(ii) by competent and duly qualified personnel only, and, (iii) in accordance
with applicable governmental regulations, if any.
e. Lessee may not make alterations in or add attachments to the
Equipment without first obtaining the written consent of the Lessor. Any such
alterations or attachments shall be made at Lessee's expense and shall not
interfere with the normal and satisfactory operation or maintenance of the
Equipment. The manufacturer may incorporate engineering changes or make
temporary alterations to the Equipment upon request of the Lessee. Unless Lessor
shall otherwise agree in writing, all such alterations and attachments, that can
not be removed without damaging the Equipment, shall be and become the property
of the Lessor or, at the option of the Lessor, shall be removed by the Lessee at
the termination of this Agreement as to such Equipment and the Equipment
restored at Lessee's expense to its original condition, reasonable wear and tear
only excepted.
f. Lessee acknowledges that the Equipment is and shall remain personal
property during the term of this Agreement. Lessee shall not permit the
Equipment to become an accession to other goods or a fixture to, or part of, any
real property.
g. Lessee shall comply with all applicable laws, regulations and orders
relating to the Equipment and this Agreement.
h. The Equipment is leased solely for commercial or business purposes.
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7. MAINTENANCE AND REPAIRS; RETURN OF EQUIPMENT:
a. During the continuance of this Agreement and at its expense, Lessee
(i) shall keep the Equipment in good repair, working order and condition; (ii)
shall make all necessary adjustments, repairs and replacements; (iii) shall
furnish all required parts, mechanisms, devices, and servicing, and, (iv) shall
not use or permit the Equipment to be used for any purpose for which, in the
opinion of the manufacturer, the Equipment is not designed or suitable. Such
parts, mechanisms, and devices shall immediately become part of the Equipment
for all purposes hereunder.
b. At the termination of the Agreement and at its expense, Lessee shall
return the Equipment to Lessor at the location within the Continental United
States designated by Lessor. Upon such return, the Equipment shall be in the
same operating order, repair, condition, and appearance as on the Acceptance
Date, excepting reasonable wear and tear from proper use thereof, including all
engineering changes theretofore prescribed by the manufacturer. If the Equipment
or its component parts were packed or crated for shipping when new, Lessee shall
pack or crate the same carefully and in accordance with any recommendations of
the Supplier or manufacturer before redelivering the item to Lessor. Lessee
shall also deliver to Lessor the plans, specifications, operating manuals,
software documentation, discs, warranties and other documents furnished by the
manufacturer or supplier of the Equipment and such other documents in Lessee's
possession relating to the maintenance and method of operation of such
Equipment. Lessee shall return and convey to Lessor at no cost to Lessor all
upgrades and/or enhancements made to the equipment provided, however, that the
same can be removed without physically damaging the Equipment, and provided
further, that Lessee restore the Equipment to its condition immediately prior to
installation of such upgrade or enhancement. Lessee shall provide maintenance
qualification letters and/or arrange for and pay the cost of repairs which are
necessary for the manufacturer or qualified maintenance organization to accept
the Equipment under contract maintenance at its then standard rates. At Lessor's
written request, Lessee shall provide free storage for any item of Equipment for
a period not to exceed sixty (60) days after the expiration of the Agreement
before returning such item to Lessor and permit Lessor access to the Equipment
for inspection and/or resale, upon reasonable prior notice to Lessee. If Lessee
shall fail to return any item of Equipment as provided herein, Lessee shall be
responsible for all cost and expense incurred Lessor in returning the Equipment
to such required condition or and reduction in value as a result thereof.
8. OWNERSHIP AND INSPECTION:
a. The Equipment shall at all times remain the property of Lessor or
its assigns. By this Agreement, Lessee acquires no ownership rights in the
Equipment. Lessor may affix (or require Lessee to affix) tags, decals, or plates
to the Equipment indicating Lessor's ownership, and Lessee shall not permit
their removal or concealment. At the termination of this Agreement, Lessee may
remove said tags, decals, or plates from the Equipment.
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b. LESSEE SHALL KEEP THE EQUIPMENT AND LESSEE'S INTEREST UNDER
THIS AGREEMENT FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES,
EXCEPT THOSE PERMITTED BY LESSOR OR ITS ASSIGNS.
x. Xxxxxx, its assigns and their agents, upon reasonable prior notice
to Lessee, shall have free access to the Equipment at all reasonable times
during normal business hours for the purpose of inspecting the Equipment and for
any other purpose contemplated in this Agreement.
d. Lessee shall immediately notify Lessor in writing of all details
concerning any damage or loss to the Equipment arising from the alleged or
apparent improper manufacture, functioning, or operation of the Equipment.
9. WARRANTIES:
a. LESSEE ACKNOWLEDGES THAT LESSOR HAS NOT MADE ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT,
INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATING TO ANY OF THE FOLLOWING: (i)
THE DESCRIPTION, CONDITION, DESIGN, QUALITY OR PERFORMANCE OF THE EQUIPMENT;
(ii) ITS MERCHANTABILITY OR FITNESS OR SUITABILITY FOR PARTICULAR PURPOSE
WHETHER OR NOT DISCLOSED TO LESSOR; AND, (iii) DELIVERY OF THE EQUIPMENT FREE OF
THE RIGHTFUL CLAIM OF ANY PERSON BY WAY OF INFRINGEMENT OR THE LIKE. LESSOR
EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. LESSOR SHALL HAVE NO LIABILITY TO
LESSEE FOR ANY CLAIM, LOSS, OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER,
INCLUDING SPECIAL OR CONSEQUENTIAL DAMAGES.
x. Xxxxxx hereby assigns to Lessee all assignable warranties on the
Equipment, as described in Lessor's purchase contract which assignment shall be
effective so long as this Agreement remains in effect (and if a purchase option
is exercised, such assignment shall become absolute).
10. NET LEASE; LESSEE'S OBLIGATIONS ABSOLUTE AND UNCONDITIONAL:
This Agreement is a "net lease" and, as between Lessor and Lessee,
Lessee shall be responsible for all costs, expenses, and claims of every nature
whatsoever arising out of or in connection with or related to this Agreement or
the Equipment (such as, but not limited to, transportation in and out, packing,
installation, deinstallation, shipping, and other such charges).
Lessee agrees that its Monthly Rental and other obligations hereunder
shall be irrevocable, independent, absolute, and unconditional and shall not be
subject to any abatement, reduction, recoupment, defense, offset or counterclaim
otherwise available to Lessee against Lessor; nor, except as otherwise expressly
provided herein or as agreed to by Lessor in writing, shall this Agreement
terminate for any reason whatsoever prior to the end of the Initial Period.
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11. ASSIGNMENT:
a. LESSEE MAY NOT ASSIGN THIS AGREEMENT OR ANY OF ITS RIGHTS HEREUNDER
OR SUBLEASE THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, which
consent shall not be unreasonably withheld, except that Lessee may, without
obtaining such consent, assign the Agreement or sublease the Equipment to any
parent or subsidiary corporation, or to a corporation which shall have acquired
all or substantially all of the property of Lessee by merger, consolidation or
purchase. NO PERMITTED ASSIGNMENT OR SUBLEASE SHALL RELIEVE LESSEE OF ANY OF ITS
OBLIGATIONS HEREUNDER.
x. Xxxxxx may sell and assign its rights and interests in any Equipment
and in any Equipment Schedule hereunder, to another party ("Lessor's Assignee")
either outright or as collateral security for loans. Upon notice of any such
assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and
perform its other obligations hereunder to the Lessor's Assignee, (or to another
party designated by Lessor's Assignee). Upon any such sale or assignment
LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED EQUIPMENT SCHEDULE
SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S
ASSIGNEE ANY CLAIM, DEFENSE OR COUNTERCLAIMS WHICH LESSEE MIGHT HAVE AGAINST
LESSOR. Lessor's Assignee shall have all of the rights but none of the
obligations of Lessor under this Agreement Notwithstanding any assignment by
Lessor, Lessor's Assignee shall not be deemed to have assumed or to be obligated
to perform any of the obligations of Lessor, and Lessor shall remain liable for
the performance of Lessor's obligations under this Agreement
In connection with any assignment by Lessor of its interest in the
Equipment of this Agreement, Lessee acknowledges that the assignment will not
materially change the duty of or materially increase the burden or risk imposed
on Lessee; and Lessee waives its right, if any, to demand Lessor's Assignee to
comply with the provisions of Utah Uniform Commercial Code Leases, Section
7OA-2a-303(2) (as it now exists or hereafter modified) dealing with adequate
assurance and assumption requirements, among other things.
Upon any such assignment, Lessee agrees to execute (i) any document
reasonably requested by Lessor acknowledging such assignment and affirming to
Lessor's Assignee basic provisions of this Agreement and the Equipment Schedule,
and (ii) UCC-1 precautionary filings reasonably requested.
Only one executed counterpart of any Equipment Schedule shall be marked
"Original"; any other executed counterparts shall be marked "Duplicate Original"
or "Counterpart". No security interest in any Equipment Schedule may be created
through the transfer and possession of any counterpart other than the
"Original".
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12. RISK OF LOSS ON LESSEE:
From and after the date the Equipment is delivered to Lessee and until
the Equipment is returned to Lessor as provided in the Agreement, Lessee shall
bear all risk of loss, damage, theft, or destruction to the Equipment howsoever
caused. If any item of Equipment is rendered unusable as a result of any
physical damage to or destruction of the Equipment or if any item of Equipment
is lost or stolen, then:
a. Lessee shall give Lessor immediate notice thereof, and this
Agreement as to such item shall continue in full force and effect without any
abatement of any Monthly Rental. Lessee shall determine and notify Lessor,
within fifteen (15) days after the date of occurrence of such damage or
destruction, whether such item of Equipment can be repaired.
b. If Lessee determines that such item of Equipment can be repaired,
Lessee shall cause such item of Equipment to be promptly repaired.
c If Lessee determines that the item of Equipment cannot be repaired or
if the item of Equipment is lost or stolen, then at Lessor's option, Lessee
shall either (i) at its expense promptly replace such item of Equipment with
like equipment having a comparable or greater value and convey title to such
replacement to Lessor free and clear of all liens and encumbrances, whereupon
this Lease shall continue in full force and effect as though such loss, damage,
theft, or destruction had not occurred,; or (ii) pay Lessor an amount equal to
the Casualty Loss Value of the item of Equipment determined under any Casualty
Loss Schedule attached to the Equipment Schedule, or if none is attached, then
an amount equal to the replacement cost of such item of Equipment.
All proceeds of insurance received by Lessor or Lessee under any
insurance policy shall be applied toward the cost of any such repair of
replacement
13. INSURANCE:
During the continuance of this Agreement as to each Equipment Schedule,
Lessee, at its expense, shall keep in effect (i) an all risk casualty insurance
policy covering the Equipment designated in such Equipment Schedule that
includes, without limitation, coverage against extended coverage risks,
vandalism, theft, and malicious mischief, for amounts not less than the Casualty
Loss Value of the item of Equipment determined under any Casualty Loss Schedule
attached to the Equipment Schedule, or if none is attached, then for amounts not
less than the replacement cost of each item of Equipment with Lessor and its
assigns designated as additional insured and loss payees under such policy; and
(ii) a comprehensive general liability policy in amounts acceptable to Lessor
and that designates Lessor and its assigns as co-insured. All such insurance
policies shall be with licensed insurance companies acceptable to Lessor; shall
prohibit cancellation or modification thereof without at least thirty (30) days
prior written notice to Lessor; shall be evidenced whether by certificates of
insurance or other written evidence acceptable by Lessor; and shall provide that
as to Lessor, its successors, and assigns, the
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insurance shall not be invalidated by any act, omission, or neglect of Lessee.
Lessee shall be responsible for paying any deductibles on such policies.
14. INDEMNIFICATION:
Except for the gross negligence or willful misconduct of Lessor or as
otherwise provided herein, Lessee shall indemnify Lessor against and hold Lessor
harmless of and from any and all claims (including without limitation, claims
involving strict or absolute liability), actions, suits, proceedings, costs,
expenses (including a reasonable attorneys fee incurred by Lessor either in
enforcing this indemnity or in defending against such claims), damages and
liabilities at law or in equity, arising out of, connected with or resulting
from this Agreement or the Equipment (including without limitation the delivery,
possession, use, operation, condition, lease, return, storage, or disposition
thereof). For purposes of this paragraph, the term "Lessor" shall include
Lessor, its successors and assigns, shareholder, directors, officers,
representatives and agents, and the provisions of this paragraph shall survive
expiration of the Agreement with respect to events occurring prior thereto.
15. EVENTS OF DEFAULT:
The occurrence of any one or more of the following events (each an
"Event of Default") shall constitute a default under this Agreement:
a. Lessee fails to pay any Monthly Rental when the same becomes due and
such failure shall continue uncured for ten (10) days after written notice
thereof is given to Lessee;
b. Except as expressly provided herein, Lessee attempts to, or does,
remove, sell, assign, transfer, encumber, sublet, or part with possession of any
one or more items of the Equipment, or any interest under this Agreement, except
as expressly permitted herein.
c. Through the act or omission of Lessee, any item of Equipment is
subject to any levy, seizure, attachment, assignment, or execution; or Lessee
abandons any item of Equipment.
d. Lessee fails to observe or perform any of the other obligations
required to be observed or performed by Lessee thereunder and such failure shall
continue uncured for thirty (30) days after written notice thereof is given to
Lessee; and Lessor has failed to grant Lessee a subsequent thirty (30) day
extension when requested by Lessee to do so in writing.
e. Lessee's representations and warranties made in this Agreement or in
connection herewith shall be false or misleading in any material respect.
f. Lessee ceases doing business as a going concern, makes an assignment
for the benefit of creditors, is insolvent, admits in writing its inability to
pay its financial obligations as they become due, files a voluntary petition in
bankruptcy, is adjudicated a bankrupt or an insolvent, files
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a petition seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar arrangement under any present
or future statute, law or regulation or files an answer admitting the material
allegation of a petition filed against it in any such proceeding, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator of it or of
all or any substantial part of its assets or properties, or if it or its
shareholders shall take any action looking to its dissolution or liquidation.
g. Within sixty (60) days after the commencement of any proceedings
against Lessee seeking reorganization, arrangement, readjustment, liquidation,
dissolution, or similar relief under any present or future statute, law or
regulation, such proceedings shall not have been dismissed, or if within sixty
(60) days after the appointment without Lessee's consent or acquiescence of any
trustee, receiver, or liquidator of it or of all or any substantial part of its
assets and properties, such appointment shall not be vacated.
16. REMEDIES:
Upon the occurrence of any Event of Default, Lessor shall have the
option, with or without giving notice to Lessee, to do any one or more of the
following, provided, however, that in no event shall Lessor be entitled to
exercise one of the following remedies in conjunction within its exercise of any
other remedy if the affect thereof would be to provide a duplicative recovery to
Lessor;
a. Lessor may enforce this Agreement according to its terms;
x. Xxxxxx may advance funds on Lessee's behalf to cure the Event of
Default, whereupon Lessee shall immediately reimburse Lessor therefor, together
with late charges accrued thereon.
x. Xxxxxx may refuse to deliver the Equipment to Lessee;
d. By notice to Lessee, Lessor may terminate this Agreement as to any
or all Equipment Schedules;
e. Lessee shall remain fully liable for and shall pay Lessor for (i)
all sums due and payable under the Equipment Schedule for all periods up to and
including the date on which Lessor has declared this Agreement to be in default;
(ii) all costs and expenses incurred by Lessor on account of such default,
including, but no limited to, all court costs and reasonable attorney's fees;
and, (iii) all reasonable damages as provided by law (collectively "Lessor's
Damages').
f. Whether or not this Lease is terminated as to any or all Equipment
Schedules, Lessor may (i) take possession of any or all of the Equipment listed
on any or all Equipment Schedules, wherever situated and for such purpose,
Lessor may enter upon any Lessee's premises without any
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court order and without liability for so doing (Lessee hereby waives any action
for trespass or damages by reason of such entry or taking possession); (ii)
cause Lessee (and Lessee hereby agrees) to assemble the Equipment and either
make it available to Lessor at a place designated by Lessor or return it to
Lessor as provided in this Agreement.
x. Xxxxxx may xxx for and recover all rents and other payments that
accrue after the occurrence of the Event of Default, as the same become due.
x. Xxxxxx may recover from Lessee, as liquidated damages ("Liquidated
Damages") for loss of a bargain and not as a penalty, an amount equal to the
present value of all future Monthly Rentals to be paid by Lessee during the
remainder of the Initial Period or any Automatic Renewal Period then in effect
discounted at the rate of seven percent (7%) per annum, which payment shall
become immediately due and payable.
i. Lessor may sell, dispose of, hold, use, or lease any Equipment as
Lessor in its sole discretion may determine without any duty, except as provided
below, to account to Lessee. Lessor may purchase at any such sale, and Lessor
shall not be obligated to give preference to the sale, lease, or other
disposition of the Equipment over the sale, lease, or other disposition of
similar equipment owned or leased by or through Lessor.
If Lessee shall have paid to Lessor all of the Liquidated Damages, then
Lessor shall pay to Lessee, promptly after receipt thereof, all rentals or
proceeds received from (a) the reletting of the Equipment during the remainder
of the Initial Period or the Automatic Renewal Period then in effect (after
deduction of an amount equal to all Lessor's Damages); or (b) any sale of the
Equipment occurring during the remainder of the Initial Period or Automatic
Renewal Period then in effect less an amount equal to the estimated fair market
value of the Equipment at the end of the Initial Period or Automatic Renewal
Period then in effect (after deduction of an amount equal to all Lessor's
Damages), said amount never to exceed the amount of the Liquidated Damages paid
by Lessee. Any remaining amounts from reletting or sale shall be retained by
Lessor.
Lessor may exercise any and all rights and remedies available at law or
in equity, including those available under the Uniform Commercial Code
(including the section thereof dealing with Leases) as enacted in Utah or in any
state in which the Equipment is located; or other applicable law.
The right and remedies afforded the Lessor hereunder shall not be
deemed to be exclusive, but shall be in addition to any rights or remedies
provided by law. Lessor's failure to promptly enforce any right hereunder shall
not operate as waiver of such right, and Lessor's waiver of any default shall
not constitute a waiver of any subsequent or other default. Lessor may accept
late payments or partial payments of amount due under this Agreement and may
delay enforcing any of Lessor's rights hereunder without losing or waiving any
of Lessor's rights under this Agreement
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17. TAX OWNERSHIP:
This Agreement is entered into on the basis that: Lessor shall be the
owner of the Equipment for federal and state income tax purposes and entitled to
such deductions, credits, and other benefits as are provided an owner of
personal property, including but not limited to the maximum Modified Accelerated
Cost Recovery System deductions ("depreciation") for the MACRS Property Class
life under the Internal Revenue Code of 1986 ("Code"); and interest paid or
accrued with respect to any loan made to or assumed by Lessor or its assigns to
finance the purchase of the Equipment (collectively referred to herein as the
"Tax Benefits").
If, with respect to any item of Equipment, Lessor or its assigns shall
not have or shall lose the right to claim all or any portion of the Tax Benefits
or if all or any portion of the Tax Benefits shall be disallowed or recaptured
(hereinafter referred to as "Tax Benefit Loss") due to the acts or omission of
Lessee, then the following provisions shall be applicable:
18. COVENANT OF QUIET POSSESSION:
Lessor agrees that so long as no Event of Default has occurred and is
continuing, Lessee shall be entitled to quietly possess the equipment subject to
and in accordance with the terms and conditions of this Agreement.
19. GENERAL:
a. Integration: All schedules or riders to this Agreement, Equipment
Schedules executed hereunder, schedules or riders attached to Equipment
Schedules, other documents referred to in Equipment Schedules, and Acceptance
Certificates,whether they are signed before, on, or after the date of this
Agreement, are incorporated into this Agreement by this reference. Such
documents appertaining to any Equipment Schedule and this Agreement constitute
the entire agreement between the parties with respect to the items of Equipment
listed on such Equipment Schedule.
b. Modification: This Agreement may not be amended or modified except
by writing, signed by a duly authorized representative of each party, but no
such amendment or modification needs further consideration to be binding.
Notwithstanding the foregoing, Lessee authorizes Lessor to amend any Equipment
Schedule to identify more accurately the Equipment (including without
limitation, supplying serial numbers or other identifying data), and such
amendment shall be binding on Lessor and Lessee unless Lessee objects thereto
within fifteen (15) days after receiving notice of the amendment from Lessor.
c. Interpretation: The provisions of this Agreement shall be deemed to
be independent and severable. The invalidity or partial invalidity of any one
provision or portion of this Agreement under the laws of any jurisdiction shall
not affect the validity or enforceability of
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any other provision of this Agreement. The captions and headings set forth
herein are for convenience of reference only and shall not define or limit any
of the terms hereof.
d. Notices: Notices hereunder shall be in writing and addressed to the
other party at the address herein or such other address provided by notice
hereunder and shall be effective: (i) upon the next business day, if sent by
guaranteed overnight express service (such as Federal Express); (ii) on the same
day, if personally delivered; or (iii) three (3) days after mailing if sent by
certified or registered U.S. Mail, postage prepaid and addressed to the other
party.
e. Governing Law: This Lease shall be governed by and shall be
interpreted pursuant to the laws of the State of Utah.
LESSEE HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY.
THIS LEASE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR
(OR ANY ASSIGNEE OF LESSOR) RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION
OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED
BETWEEN LESSEE AND LESSOR (OR ITS ASSIGNEE). THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER IS
IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND
THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS LEASE, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. IN THE EVENT
OF LITIGATION, THIS LEASE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
f. Binding Effect: The provision of this Agreement shall inure to the
benefit of and shall bind Lessor and Lessee and their respective permitted
successors and assigns.
g. Financing Statements: Lessee shall sign and deliver to Lessor one or
more financing statements, supplements thereto, and other instruments in order
to establish, perfect, extend, and/or enforce the parties' interest in the
Equipment and under this Agreement. Lessee shall pay all costs of filing such
statements. A photocopy of this Agreement shall be sufficient as, and may be
filed as, an original financing statement. If Lessee defaults hereunder, then
Lessor shall automatically be constituted as Lessee's attorney-in-fact for the
purpose of carrying out the provision of this paragraph.
Initial: /s/ MP
- 12 -
13
h. Opinion of Counsel: Upon request, Lessee shall provide to Lessor an
opinion of its counsel as to Lessee's legal standing, the authorization and
execution of this Agreement and other documents the enforceability of its
Agreement against Lessee, and other matters reasonably requested.
i. Audited Financial Statements: Upon request, Lessee shall provide to
Lessor a copy of its annual audited financial statements and any quarterly
financial statements whether audited or unaudited.
j. Provisional Security Interest: In the event a court of competent
jurisdiction or their governing authority shall determine that this Agreement is
not a "true lease" or that Lessor (or its assigns) does not hold legal title to
or is not the Owner of the Equipment, then this , Agreement shall be deemed to
be a security agreement with Lessee, as debtor, having granted to Lessor, as
secured party, a security interest in the Equipment effective the date of this
Agreement; and Lessor shall have all of the rights, privileges, and remedies of
a secured party under the Utah Uniform Commercial Code.
k. As to new Equipment, Lessee acknowledges that Lessee ordered the
Equipment from the supplier thereof, and either (a) Lessee received a copy of
the contract by which Lessor acquired the Equipment, or (b) Lessor has informed
Lessee in writing of (i) the identity of the supplier, (ii) that Lessee may have
rights under said contract and may be entitled, under the version of Uniform
Commercial Code Article A ("UCC2A") as in effect in the state specified in
Section 11, to the benefit of warranties provided to Lessor by said supplier,
and (iii) that Lessee may and should contact the supplier to receive an accurate
and complete description of such rights including any disclaimers or limitations
on them or of the remedies thereunder. Lessee makes this acknowledgment so that
each such Schedule shall qualify as and be a "finance lease" under UCC2A.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement on
the day and year first above written.
LESSOR: Pacific Financial Company
by Xxxxxxx Capital Corporation, General Partner
By: ______________________________
Title: ______________________________
LESSEE: Eye Care Centers of America, Inc.
By: /s/ Xxxx Xxxxxxx
______________________________
Title: CFO
______________________________
Initial: /s/ MP
______
- 13 -
14
-14-
Initial: /s/ MP
15
EQUIPMENT SCHEDULE
LEASE NO. ECC0897
EQUIPMENT SCHEDULE NO. 3
SCHEDULE DATE: August 12,1997
To Master Lease Agreement dated August 12, 1997 between Pacific Financial
Company as Lessor, and Eye Care Centers of America, Inc. as Lessee.
1. Equipment:
An Equipment described on Exhibit A attached hereto together
with all parts, accessories, attachments, substitutions,
repairs, improvements and replacements and any and all
proceeds thereof, including without limitation, insurance
proceeds.
2. Equipment Location: See Exhibit A attached hereto and made a part
hereof for the location(s) of the Equipment
3. Equipment Cost: $508,294.50
4. Acceptance Date: August 12, 1997
5. Commencement Date: September 1, 1997
6. Initial Period: forty-eight (48) months from Commencement Date.
7. Monthly Rental: Lessee shall make monthly rental payments of
$12,309.16, (plus applicable sales/use tax, if any) payable first in
advance, to the Lessor. Lessee shall pay interim rent based on a
pro-rata portion of the Monthly Rental, calculated a 30-day basis for
the period between the Acceptance Date and the Commencement Date.
Lessor reserves the right to increase the Daily Interim Rent Amounts
and the monthly rent Payments as of each Purchase Price Payment,
proportionately to any increase weekly average of the interest rates of
the four (4) year U.S. Treasury Constant Maturities as published in the
August 11, 0000 Xxxx Xxxxxx Journal at a rate of 6.21. As of the
Commencement Date, the monthly rent Payments would be fixed for the
entire term. As soon as practicable thereafter, Lessor shall provide
Lessee with written notice of any increase in the Monthly Rental and
the Daily Interim Rent Amounts. Lessor's calculations shall be
conclusive absent manifest error.
Initial: /s/ MP
- 15 -
16
8. End of Term Options: At the end of the Initial Period, the Lessee shall
have the following options:
a) Purchase all, but not less than all of the Equipment for ten
percent (10%) of original Equipment Cost, or its then Fair
Market Value, whichever is greater, or
b) Renew the Lease for an additional twelve (12) month period
("Renewal Period"). The Monthly Rental amount during the
Renewal Period shall be one half (1/2) of the Monthly Rental
payments during the Initial Period as outlined above. At the
end of the Renewal Period the Lessee shall have the following
options: (i) purchase all, but not less than all, of the
Equipment for its then Fair Market Value; (ii) renew the Lease
for another twelve (12) month period at the same Monthly
Rental as the previous Renewal Period; or (iii) return the
Equipment to Lessor.
9. Representation of Lessee: Lessor and Lessee agree that this Equipment
Schedule constitutes a "true lease" under the Utah Uniform Commercial
Code - Leases, in that (a) Lessee has selected the Equipment in its
sole discretion, (b) Lessor has acquired the Equipment solely for
purposes of leasing such Equipment under this Equipment Schedule,
and/or (c) Lessee has received a copy of the contract evidencing
Lessor's purchase of the Equipment.
10. Master Lease: This Equipment Schedule No. 3 is issued pursuant to the
Master Lease Agreement identified herein. All of the terms and
conditions of the Master Lease Agreement are hereby incorporated herein
and made a part hereof as if such terms and conditions were set forth
herein. By their execution and delivery of this Equipment Schedule, the
parties hereby reaffirm all of the terms and conditions of the Master
Lease Agreement, except to the extent, if any, modified hereby.
This is Counterpart No. 1 of 1 serially numbered, manually executed
counterparts. To the extent that this document constitutes chattel paper under
the Uniform Commercial Code, no security interest is this document may be
created through the transfer and possession of any counterpart other than
Counterpart No. 1.
LESSOR: Pacific Financial Company LESSEE: Eye Care Centers of America, Inc.
by Xxxxxxx Capital Corporation,
General Partner
BY:______________________________ BY: /s/ Xxxx Xxxxxxx
______________________
TITLE:___________________________ TITLE: CFO
______________________
Initial: /s/ MP
- 16 -
17
EXHIBIT A
LEASE NO. ECC0897 SCHEDULE NO. 3
Equipment Description: All Equipment described herein, together
with all parts, accessories, attachments,
substitutions, repairs, improvements, and
replacements and any all proceeds thereof,
including, without limitation, insurance
proceeds.
EQUIPMENT LOCATION: EYEMASTERS, STORE #145; WESTROADS MALL
10,000 XXXXXXXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:
1 UV Cure Unit: S/N: 718
EQUIPMENT LOCATION: EYEMASTERS, STORE #146; OAKVIEW MALL
0000 X.000XX XX. #0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1502
1 UV Cure Unit: S/N: 719
EQUIPMENT LOCATION: EYEMASTERS, STORE #144; CROSSROADS MALL
0000 XXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1505
1 UV Cure Unit: S/N: 717
EQUIPMENT LOCATION: EYEMASTERS, STORE #166; EAST HILLS SHOPPING
CENTER
0000 XXXXXXXX XXXX., XX. 00
XX. XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1497
1 UV Cure Unit: S/N: 724
Initial: /s/ MP
- 17 -
18
EQUIPMENT LOCATION: EYEMASTERS, STORE #154; XXXX PARKWAY CENTER
0000 XXXX XXXXXXX, XX.0000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1498
1 UV Cure Unit: S/N: 723
EQUIPMENT LOCATION: EYEMASTERS, STORE #151; 000 XXXXX X. XXXX
XX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1499
1 UV Cure Unit: S/N: 721
EQUIPMENT LOCATION: EYEMASTERS, STORE #169; XXXXXXXXX MALL
0000 X. XXXXXXXXX, XXX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1489
1 UV Cure Unit: S/N: 716
EQUIPMENT LOCATION: EYEMASTERS, STORE #58; BOISE TOWN SQUARE
000 X. XXXXXXXXX XXX. 0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1396
1 UV Cure Unit: S/N: 621
EQUIPMENT LOCATION: EYEMASTERS, STORE #162; MAGIC VALLEY MALL
0000 XXXX XXXX XX. XXX. 000
XXXX XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1400
1 UV Cure Unit: S/N: 622
Initial: /s/ MP
- 18 -
19
EQUIPMENT LOCATION: EYEMASTERS, STORE #167; SILVER LAKE PLAZA
000 X. XXXXXXXX XXX.
XXXXX X'XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1382
1 UV Cure Unit: S/N: 625
EQUIPMENT LOCATION: EYEMASTERS, STORE #227; GREAT NORTHERN MALL
000 XXXXX XXXXXXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1428
1 UV Cure Unit: S/N: 632
EQUIPMENT LOCATION: EYEMASTERS, STORE #229; GREAT LAKES MALL
0000 XXXXXX XXX. #000
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1430
1 UV Cure Unit: S/N: 626
EQUIPMENT LOCATION: EYEMASTERS, STORE #230; PARMATOWN MALL &
PLAZA
0000 XXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1405
1 UV Cure Unit: S/N: 619
EQUIPMENT LOCATION: EYEMASTERS, STORE #231; XXXXXXX XXXX MALL
0000 XXXXXXX XXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1407
1 UV Cure Unit: S/N: 634
EQUIPMENT LOCATION: EYEMASTERS, STORE #232; RICHMOND MALL
000 XXXXXXXX XX.
XXXXXXXX XXXXXXX, XX 00000
Initial: /s/ MP
- 19 -
20
Quantity Description
1 UOC Mini II: S/N: 1388
1 UV Cure Unit: S/N: 623
EQUIPMENT LOCATION: EYEMASTERS, STORE #235; EUCID SQUARE MALL
000 XXXXX XXXXXX XXXX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1406
1 UV Cure Unit: S/N: 590
EQUIPMENT LOCATION: EYEMASTERS, STORE #236; MIDWAY MALL
0000 XXXXXX XXXX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1432
1 UV Cure Unit: S/N: 635
EQUIPMENT LOCATION: EYEMASTERS, STORE #237; CHAPEL HILL
0000 XXXXXXXX XX. XXX. 000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1404
1 UV Cure Unit: S/N: 627
EQUIPMENT LOCATION: EYEMASTERS, STORE #238; ROLLING ACRES MALL
0000 XXXXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:1409
1 UV Cure Unit: S/N: 639
EQUIPMENT LOCATION: EYEMASTERS, STORE #37; HERITAGE PARK MALL
0000 XXXX XX.
XXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1477
1 UV Cure Unit: S/N: 695
Initial: /s/ MP
- 20 -
21
EQUIPMENT LOCATION: EYEMASTERS, STORE #39; SOONER FASHION MALL
0000 X. XXXX XX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1495
1 UV Cure Unit: S/N: 712
EQUIPMENT LOCATION: EYEMASTERS, STORE #131; QUAIL SPRINGS MALL
0000 X. XXXXXXXX XX., XX. 000
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1493
1 UV Cure Unit: S/N: 714
EQUIPMENT LOCATION: EYEMASTERS, STORE #141; CROSSROADS MALL,
ST. 1150
0000 XXXXXXXXXX XXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1494
1 UV Cure Unit: S/N: 715
EQUIPMENT LOCATION: EYEMASTERS, STORE #198; NORTHPARK MALL
0000 X. XXX XXXX XX. XX. 000
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1470
1 UV Cure Unit: S/N: 689
EQUIPMENT LOCATION: EYEMASTERS, STORE #199; METROCENTER MALL
0000 XXXXXXXXXXX, #000
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1467
1 UV Cure Unit: S/N: 690
Initial: /s/ MP
- 21 -
22
EQUIPMENT LOCATION: EYEMASTERS, STORE #225; TURTLE CREEK MALL
0000 XXXXXX XXXXX XX. #000
XXXXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1474
1 UV Cure Unit: S/N: 693
EQUIPMENT LOCATION: EYEMASTERS, STORE #153; XXXXXXX SOUTH S.C.
MALL
0000 XXXXXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1500
1 UV Cure Unit: S/N: 722
EQUIPMENT LOCATION: EYEMASTERS, STORE #117; TOWNE EAST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1491
1 UV Cure Unit: S/N: 710
EQUIPMENT LOCATION: EYEMASTERS, STORE #118; TOWNE WEST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1492
1 UV Cure Unit: S/N: 711
EQUIPMENT LOCATION: EYEMASTERS, STORE #226; MISSION CENTER
0000 XXXXXXX XX. #000
XXXXXXX XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1529
1 UV Cure Unit: S/N: 749
EQUIPMENT LOCATION: EYEMASTERS, STORE #152; OAK PARK MALL
00000 XXXX 00XX XX.
XXXXXXXX XXXX, XX 00000
Initial: /s/ MP
- 22 -
23
Quantity Description
1 UOC Mini II: S/N: 1496
1 UV Cure Unit: S/N: 713
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #57; HERITAGE MALL
0000 00XX XXX. XX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1395
1 UV Cure Unit: S/N: 612
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #59; ROGUE VALLEY
MALL
0000 X. XXXXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1394
1 UV Cure Unit: S/N: 616
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #81; XXXXX CENTR
0000 XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1398
1 UV Cure Unit: S/N: 606
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #140; VALLEY RIVER
CTR.
000 XXXXXX XXXXX XXX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1397
1 UV Cure Unit: S/N: 614
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #175; LANCASTER MALL
000 XXXXXXXXX XX. XX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1399
1 UV Cure Unit: S/N: 618
Initial: /s/ MP
- 23 -
24
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #176; CLACKAMAN
TOWN CTR.
00000 XX 00XX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1431
1 UV Cure Unit: S/N: 629
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #178; BEAVERTON MALL
0000 XX XXXXX XXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1390
1 UV Cure Unit: S/N: 611
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #179; XXXXXXX XXXXX
XXXXX X-0
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1393
1 UV Cure Unit: S/N: 613
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #181; XXXXXXX BEACH
CTR.
0000 XXXXXXX XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1385
1 UV Cure Unit: S/N: 620
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #182; BINYONS
EYEWORLD DOWNTOWN
000 XX XXXXXXXX XX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1401
1 UV Cure Unit: S/N: 624
Initial: /s/ MP
- 24 -
25
EQUIPMENT LOCATION: EYEMASTERS, STORE #251; TANASBOURNE TOWN
CTR.
00000 XXXXXXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1429
1 UV Cure Unit: S/N: 637
Initial: /s/ MP
- 25 -
26
RIDER NO. 1
TO EQUIPMENT SCHEDULE NO. 3
TO MASTER LEASE AGREEMENT NO. ECC0897
LESSEE: Eye Care Centers of America, Inc. LESSOR: Pacific Financial Company
00000 Xxxx Xxxxxx 000 X. Xxxxx Xxxxxx,
Xxx Xxxxxxx, XX 00000 Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
EARLY TERMINATION AGREEMENT
Provided that no Event of Default shall have occurred and be continuing, Lessee
shall have the option, which shall not be assignable, to cancel the Lease
("Early Termination Option") and return the Equipment to the Lessor in
accordance with the General Return Provisions outlined in Rider No. 1 attached
hereto and incorporated herein by reference, effective as of the calendar day
which falls exactly twenty-four (24) months after the Commencement Date ("Option
Date") of the Lease, so long as the following conditions are satisfied as of the
Option Date:
1. Lessee shall have paid to Lessor on or prior to the Option Date (i)
all rental payments due under the Lease as of the Option Date, (ii) all
property taxes on the Equipment attributable to lien dates occurring on
or prior to the Option Date, and (iii) all other amounts duo Lessor as
of the Option Date.
2. Lessee shall have notified Lessor, via certified mail, of its
election to exercise the Early Termination Option, addressing such
notice to the attention of XXXX XXXXXX AT PACIFIC FINANCIAL COMPANY not
less than three hundred sixty-five (365) days prior to the Option Date.
(Lessor shall have no obligation to notify Lessee further of the
opportunity to exercise this Early Termination Option.)
3. Lessee shall have paid, in addition to the monthly rentals in (1)
above, a cancellation fee equal to forty-two and seven tenths percent
(42.7%) of the original cost of the Equipment to Lessor, and at
Lessee's risk and expense shall have loaded the Equipment, property
packed for shipment, on board the carrier and delivered to the location
as Lessor shall specify, all to be completed on or before the Option
Date. As of the Option Date, the Lessee shall also provide Lessor with
a Letter of Maintainability from the manufacturer of the Equipment,
which letter shall state that the Equipment will be eligible for the
manufacturer's standard maintenance contract when sold or leased to a
third party.
In the event that Lessee elects to exercise the Early Termination
Option as set forth herein (and provided that all of the conditions set
forth have been met), the Lease shall
Initial: /s/ MP
- 26 -
27
be terminated and Lessee shall have no further obligations to pay rent
to Lessor under the Lease. In the event that Lessee does not exercise
the Early Termination Option as of the Option Date (or in the event
that the conditions as set forth herein have not been met) the Lease
shall continue in full force and effect.
DATE: August 12, 1997 DATE:
-------------------------------- -----------------------------
LESSEE: Eye Care Centers of America, Inc. LESSOR: Pacific Financial Company
by Xxxxxxx Capital Corporation,
General Partner
By: /s/ Xxxx Xxxxxxx By:
----------------------------------- ------------------------------
Its: CFO Its:
----------------------------------- -----------------------------
Initial: /s/ MP
- 27 -
28
RIDER NO.2
TO EQUIPMENT SCHEDULE NO. 3
TO MASTER LEASE AGREEMENT NO. ECC0897
LESSEE: Eye Care Centers of America, Inc. LESSOR: Pacific Financial Company
00000 Xxxx Xxxxxx 000 X. Xxxxx Xxxxxx,
Xxx Xxxxxxx, XX 00000 Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
GENERAL RETURN PROVISIONS
In addition to the provisions of Section 7 of the Master Lease Agreement
("Lease"), and provided that the Lessee has elected to exercise its Early
Termination Option contained in Rider No. I to Equipment Schedule No. 3 to
Master Lease Agreement No. ECC0897 the Lessee shall, at Lessee's expense:
1. At least sixty (60) days and not more than ninety (90) days prior to
expiration or earlier termination of the Lease, provide to Lessor a
detailed inventory of all pieces and components of the Equipment. The
inventory should include, but not be limited to, a listing of model and
serial numbers for all pieces and components of the Equipment having
serial or model numbers. For Equipment that cannot be identified by
model and/or serial numbers, the Lessee, shall provide plans, drawings,
detailed descriptions or other information adequately describing the
Equipment;
2. at least ninety (90) days prior to the early termination of the Lease,
upon receiving reasonable notice from Lessor, provide or cause the
vendor(s) or manufacturer(s) of equipment, to provide to Lessor the
following documents: (1) one set of service and operating manuals
including replacements and/or additional thereto, such that all
documentation is completely up-to-date; and (2) one set of documents,
detailing equipment configuration, operating requirements, maintenance
records, and other technical data concerning the set up and operation
of the Equipment, including replacements and/or additions thereto, such
that all documentation is completely up-to-date;
3. at least ninety (90) days prior to the early termination of the Lease,
upon receiving reasonable notice from Lessor, make the Equipment
available for on-site operational inspections by potential purchasers,
and provide personnel, power and other operations requirements
necessary to demonstrate electrical and mechanical systems for each
applicable item of the Equipment and all fixtures and related equipment
must be easily accessible;
Initial: /s/ MP
29
4. at least ninety (90) days prior to the early termination of the Lease,
cause the manufacturer's representative or a qualified equipment
maintenance provider, acceptable to Lessor, to perform a comprehensive
physical inspection, including viewing, examining and testing all
material and workmanship of the Equipment; and if during such
inspection, examination and testing, the authorized inspector finds any
of the Equipment to be defective, or the Equipment not operating within
the manufacturer's specifications, then the Lessee, shall repair or
replace all such defective material and, after corrective measures are
completed, the Lessee, will provide for a follow-up inspection of the
Equipment by the authorized inspector as outlined in the preceding
clause;
5. have each item of Equipment pertaining to all electronic/computer and
mechanical related equipment, returned with an in-depth field service
report detailing said inspection as in Section E of this Rider. The
report shall certify that the Equipment has been properly inspected,
examined and tested and is operating within the manufacturer's or other
qualified service provider's (acceptable to Lessor) specifications;
6. have all Equipment reconditioned, refurbished or refinished so as to be
in "as new condition" (subject to ordinary wear and tear). All
Equipment will be cleaned and cosmetically acceptable, with no
noticeable cracks, scratches or other visual or mechanical damage and
in such condition so that it may be immediately installed and placed
into use;
7. properly remove or treat all rust or corrosion, repair any water or
other damage to wood components and repair any damage to stained or
painted pieces (subject to ordinary wear and tear);
8. ensure all applicable food processing and preparation items of
Equipment will be completely steam-cleaned and de-greased and all other
Equipment will be completely cleaned and packaged according to
manufacturer or qualified service provider recommendations upon
redelivery;
9. properly remove all markings installed by Lessee;
10. ensure all Equipment and equipment operations conform to all applicable
local, state, and federal laws, health and safety guidelines;
11. the Equipment shall be de-installed and delivered to Lessor with all
component parts in good operating condition (subject to ordinary wear
and tear). All components must meet or exceed the manufacturer's
minimum recommended specifications unless otherwise specified;
Initial: /s/ MP
- 2 -
30
12. ensure the Equipment shall be mechanically structurally sound, capable
of performing the functions for which the Equipment was originally
designed, in accordance with the manufacturer's published and
recommended specifications (subject to ordinary wear and tear);
13. provide for the de-installation, packaging, transporting, and
certifying of the Equipment to include, but not be limited to, the
following: (1) the manufacturer's representative or other qualified
service provider acceptable to Lessor shall de-install all computer and
POS related Equipment (including all wire, cable and mounting hardware)
in accordance with the specifications of the manufacturer or qualified
service provider; (2) each item of Equipment will be returned with a
certificate of eligibility for such maintenance plan shall be
transferable to another operator of the Equipment; (3) the Equipment
shall be packed properly and in accordance with the manufacturer's or
other qualified service provider's (acceptable to Lessor)
recommendations; and (4) Lessee shall transport the Equipment in a
manner consistent with the manufacturer's recommendations and
practices;
14. upon sale of the Equipment to a third party, provide transportation to
the location anywhere in the continental United States selected by
Lessor;
15. obtain and pay for a policy of transit insurance for the redelivery
period in an amount equal to the replacement value of the Equipment and
Lessor shall be named as additional insured and the loss payee on all
such policies of insurance;
16. have the Equipment reassembled and installed at the location to which
it is redelivered in good operating condition and able to perform all
functions for which the Equipment is redesigned, and
17. provide insurance and safe, secure storage for the Equipment for one
hundred eighty (180) days after expiration or earlier termination of
the lease at ten (10) accessible locations satisfactory to Lessor,
subject to all terms and conditions of the Lease and the applicable
Equipment Schedule other than the obligation to make rental payments in
respect thereof.
DATE: August 12, 1997 DATE:
-------------------------------- -----------------------------
LESSEE: Eye Care Centers of America, Inc. LESSOR: Pacific Financial Company
by Xxxxxxx Capital Corporation,
General Partner
By: /s/ Xxxx Xxxxxxx By:
----------------------------------- ------------------------------
Its: CFO Its:
----------------------------------- -----------------------------
Initial: /s/ MP
- 3 -
31
LESSOR: PACIFIC FINANCIAL COMPANY
EQUIPMENT: See Exhibit A attached hereto
LEASE NUMBER: ECC0897
SCHEDULE NO: 3
DATE OF LEASE: August 12, 1997
LESSEE: EYE CARE CENTERS OF AMERICA, INC.
ACKNOWLEDGMENT AND ACCEPTANCE
OF EQUIPMENT BY LESSEE
Lessee hereby acknowledges that the Equipment described above has been received
in good condition and repair, has been properly installed, tested, and
inspected, and is operating satisfactorily in all respects for all of Lessee's
intended uses and purposes. Lessee hereby accepts unconditionally and
irrevocably the Equipment.
By signature below, Lessee specifically authorizes and requests Lessor to make
payment to the supplier of the Equipment. Lessee agrees that said Equipment has
not been delivered, installed, or accepted on a trial basis.
WITH THE DELIVERY OF THIS DOCUMENT TO LESSOR, LESSEE ACKNOWLEDGES AND AGREES
THAT LESSEE'S OBLIGATIONS TO LESSOR BECOME ABSOLUTE AND IRREVOCABLE AND LESSEE
SHALL BE FOREVER ESTOPPED FROM DENYING THE TRUTHFULNESS OF THE REPRESENTATIONS
MADE IN THIS DOCUMENT.
DATE OF ACCEPTANCE: LESSEE: Eye Care Centers of America,
Inc.
August 12, 1997 /s/ Xxxx Xxxxxxx, CFO
IMPORTANT: THIS DOCUMENT HAS I HEREBY AUTHORIZE N/A TO ORALLY
LEGAL AND FINANCIAL VERIFY MY/OUR ACCEPTANCE OF THE ABOVE
CONSEQUENCES TO YOU. DO NOT REFERENCED EQUIPMENT IN MY ABSENCE.
SIGN THIS DOCUMENT UNTIL YOU
HAVE ACTUALLY RECEIVED ALL OF
THE EQUIPMENT AND ARE
COMPLETELY SATISFIED WITH IT.
Initial: /s/ MP
32
EXHIBIT A
LEASE NO. ECC0897 SCHEDULE NO. 3
Equipment Description: All Equipment described herein,
together with all parts, accessories,
attachments, substitutions, repairs,
improvements, and replacements and any all
proceeds thereof, including, without
limitation, insurance proceeds.
EQUIPMENT LOCATION: EYEMASTERS, STORE #145; WESTROADS MALL
10,000 XXXXXXXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:
1 UV Cure Unit: S/N: 718
EQUIPMENT LOCATION: EYEMASTERS, STORE #146; OAKVIEW MALL
0000 X.000XX XX. #0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1502
1 UV Cure Unit: S/N: 719
EQUIPMENT LOCATION: EYEMASTERS, STORE #144; CROSSROADS MALL
0000 XXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1505
1 UV Cure Unit: S/N: 717
EQUIPMENT LOCATION: EYEMASTERS, STORE #166; EAST HILLS SHOPPING
CENTER
0000 XXXXXXXX XXXX., XX. 00
XX. XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1497
1 UV Cure Unit: S/N: 724
Initial: /s/ MP
- 2 -
33
EQUIPMENT LOCATION: EYEMASTERS, STORE #154; XXXX PARKWAY CENTER
0000 XXXX XXXXXXX, XX.0000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1498
1 UV Cure Unit: S/N: 723
EQUIPMENT LOCATION: EYEMASTERS, STORE #151; 000 XXXXX X. XXXX
XX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1499
1 UV Cure Unit: S/N: 721
EQUIPMENT LOCATION: EYEMASTERS, STORE #169; XXXXXXXXX MALL
0000 X. XXXXXXXXX, XXX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1489
1 UV Cure Unit: S/N: 716
EQUIPMENT LOCATION: EYEMASTERS, STORE #58; BOISE TOWN SQUARE
000 X. XXXXXXXXX XXX. 0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1396
1 UV Cure Unit: S/N: 621
EQUIPMENT LOCATION: EYEMASTERS, STORE #162; MAGIC VALLEY MALL
0000 XXXX XXXX XX. XXX. 000
XXXX XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1400
1 UV Cure Unit: S/N: 622
Initial: /s/ MP
- 3 -
34
EQUIPMENT LOCATION: EYEMASTERS, STORE #167; SILVER LAKE PLAZA
000 X. XXXXXXXX XXX.
XXXXX X'XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1382
1 UV Cure Unit: S/N: 625
EQUIPMENT LOCATION: EYEMASTERS, STORE #227; GREAT NORTHERN MALL
000 XXXXX XXXXXXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1428
1 UV Cure Unit: S/N: 632
EQUIPMENT LOCATION: EYEMASTERS, STORE #229; GREAT LAKES MALL
0000 XXXXXX XXX. #000
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1430
1 UV Cure Unit: S/N: 626
EQUIPMENT LOCATION: EYEMASTERS, STORE #230; PARMATOWN MALL
& PLAZA
0000 XXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1405
1 UV Cure Unit: S/N: 619
EQUIPMENT LOCATION: EYEMASTERS, STORE #231; XXXXXXX XXXX MALL
0000 XXXXXXX XXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1407
1 UV Cure Unit: S/N: 634
EQUIPMENT LOCATION: EYEMASTERS, STORE #232; RICHMOND MALL
000 XXXXXXXX XX.
XXXXXXXX XXXXXXX, XX 00000
Initial: /s/ MP
- 4 -
35
Quantity Description
1 UOC Mini II: S/N: 1388
1 UV Cure Unit: S/N: 623
EQUIPMENT LOCATION: EYEMASTERS, STORE #235; EUCID SQUARE MALL
000 XXXXX XXXXXX XXXX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1406
1 UV Cure Unit: S/N: 590
EQUIPMENT LOCATION: EYEMASTERS, STORE #236; MIDWAY MALL
0000 XXXXXX XXXX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1432
1 UV Cure Unit: S/N: 635
EQUIPMENT LOCATION: EYEMASTERS, STORE #237; CHAPEL HILL
0000 XXXXXXXX XX. XXX. 000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1404
1 UV Cure Unit: S/N: 627
EQUIPMENT LOCATION: EYEMASTERS, STORE #238; ROLLING ACRES MALL
0000 XXXXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:1409
1 UV Cure Unit: S/N: 639
EQUIPMENT LOCATION: EYEMASTERS, STORE #37; HERITAGE PARK MALL
0000 XXXX XX.
XXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1477
1 UV Cure Unit: S/N: 695
Initial: /s/ MP
- 5 -
36
EQUIPMENT LOCATION: EYEMASTERS, STORE #39; SOONER FASHION MALL
0000 X. XXXX XX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1495
1 UV Cure Unit: S/N: 712
EQUIPMENT LOCATION: EYEMASTERS, STORE #131; QUAIL SPRINGS MALL
0000 X. XXXXXXXX XX., XX. 000
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1493
1 UV Cure Unit: S/N: 714
EQUIPMENT LOCATION: EYEMASTERS, STORE #141; CROSSROADS MALL, ST.
1150
0000 XXXXXXXXXX XXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1494
1 UV Cure Unit: S/N: 715
EQUIPMENT LOCATION: EYEMASTERS, STORE #198; NORTHPARK MALL
0000 X. XXX XXXX XX. XX. 000
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1470
1 UV Cure Unit: S/N: 689
EQUIPMENT LOCATION: EYEMASTERS, STORE #199; METROCENTER MALL
0000 XXXXXXXXXXX, #000
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1467
1 UV Cure Unit: S/N: 690
Initial: /s/ MP
- 6 -
37
EQUIPMENT LOCATION: EYEMASTERS, STORE #225; TURTLE CREEK MALL
0000 XXXXXX XXXXX XX. #000
XXXXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1474
1 UV Cure Unit: S/N: 693
EQUIPMENT LOCATION: EYEMASTERS, STORE #153; XXXXXXX SOUTH S.C.
MALL
0000 XXXXXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1500
1 UV Cure Unit: S/N: 722
EQUIPMENT LOCATION: EYEMASTERS, STORE #117; TOWNE EAST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1491
1 UV Cure Unit: S/N: 710
EQUIPMENT LOCATION: EYEMASTERS, STORE #118; TOWNE WEST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1492
1 UV Cure Unit: S/N: 711
EQUIPMENT LOCATION: EYEMASTERS, STORE #226; MISSION CENTER
0000 XXXXXXX XX. #000
XXXXXXX XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1529
1 UV Cure Unit: S/N: 749
EQUIPMENT LOCATION: EYEMASTERS, STORE #152; OAK PARK MALL
00000 XXXX 00XX XX.
XXXXXXXX XXXX, XX 00000
Initial: /s/ MP
- 7 -
38
Quantity Description
1 UOC Mini II: S/N: 1496
1 UV Cure Unit: S/N: 713
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #57; HERITAGE MALL
0000 00XX XXX. XX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1395
1 UV Cure Unit: S/N: 612
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #59; ROGUE VALLEY
MALL
0000 X. XXXXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1394
1 UV Cure Unit: S/N: 616
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #81; XXXXX CENTR
0000 XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1398
1 UV Cure Unit: S/N: 606
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #140; VALLEY RIVER
CTR.
000 XXXXXX XXXXX XXX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1397
1 UV Cure Unit: S/N: 614
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #175; LANCASTER MALL
000 XXXXXXXXX XX. XX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1399
1 UV Cure Unit: S/N: 618
Initial: /s/ MP
- 8 -
39
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #176; CLACKAMAN TOWN
CTR.
00000 XX 00XX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1431
1 UV Cure Unit: S/N: 629
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #178; BEAVERTON MALL
0000 XX XXXXX XXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1390
1 UV Cure Unit: S/N: 611
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #179; XXXXXXX XXXXX
XXXXX X-0
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1393
1 UV Cure Unit: S/N: 613
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #181; XXXXXXX BEACH
CTR.
0000 XXXXXXX XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1385
1 UV Cure Unit: S/N: 620
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #182; BINYONS
EYEWORLD DOWNTOWN
000 XX XXXXXXXX XX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1401
1 UV Cure Unit: S/N: 624
Initial: /s/ MP
- 9 -
40
EQUIPMENT LOCATION: EYEMASTERS, STORE #251; TANASBOURNE TOWN
CTR.
00000 XXXXXXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1429
1 UV Cure Unit: S/N: 637
Initial: /s/ MP
- 10 -
41
INSURANCE CERTIFICATION
TO: Agent's Name:______________________________ Date: _______
Address:___________________________________ Lease No: ECC0897
Schedule No.: 3
City:______________________ State: __ Zip: _____
Area Code/Phone No:____________________
FROM: Eye Care Centers of America, Inc.
00000 Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Gentlemen:
We have entered into a lease agreement with Pacific Financial Company for the
following equipment with a value of $508,294.50.
Equipment: See Exhibit A attached hereto and made a part hereof.
This equipment is located at: See Exhibit A attached hereto for location(s) of
Equipment
This is a net lease and we are responsible for the insurance cost. Please see
that we have immediate coverage and notify Pacific Financial Company at once in
the form of a copy of the insurance policy or a Certificate of Insurance. If the
latter is sent, please include therein the standard 10 day notice of
cancellation clause.
XX PHYSICAL DAMAGE: Insurance is to be provided for fire, theft, extended
coverage, vandalism and malicious mischief for the full
value of the equipment. Pacific Financial Company is
to be named as BOTH Loss Payee AND Additional Insured as
may appear.
XX LIABILITY: Coverage should be written with minimum limits of
$100,000/$300,000 for BODILY INJURY and $50,000 property
damage. Pacific Financial Company is to be named as
BOTH Loss Payee AND Additional Insured.
__ TITLED VEHICLE LIMITS: The minimum limits for each vehicle lease shall be:
Bodily injury liability per individual $500,000.00
Bodily injury liability per accident $500,000.00
Initial: /s/ MP
- 11 -
42
Property damage liability $250,000.00
Property injury liability per accident $250,000.00
Fire, Theft, and Comprehensive Full
If you have any questions, please do not hesitate to call Pacific Financial
Company at (000)000-0000.
Thank you,
By: /s/ Xxxx Xxxxxxx Title: CFO
------------------------------------------ -----------------------
Initial: /s/ MP
- 12 -
43
EXHIBIT A
LEASE NO. ECC0897 SCHEDULE NO. 3
Equipment Description: All Equipment described herein,
together with all parts, accessories,
attachments, substitutions, repairs,
improvements, and replacements and any all
proceeds thereof, including, without
limitation, insurance proceeds.
EQUIPMENT LOCATION: EYEMASTERS, STORE #145; WESTROADS MALL
10,000 XXXXXXXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:
1 UV Cure Unit: S/N: 718
EQUIPMENT LOCATION: EYEMASTERS, STORE #146; OAKVIEW MALL
0000 X.000XX XX. #0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1502
1 UV Cure Unit: S/N: 719
EQUIPMENT LOCATION: EYEMASTERS, STORE #144; CROSSROADS MALL
0000 XXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1505
1 UV Cure Unit: S/N: 717
EQUIPMENT LOCATION: EYEMASTERS, STORE #166; EAST HILLS SHOPPING
CENTER
0000 XXXXXXXX XXXX., XX. 00
XX. XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1497
1 UV Cure Unit: S/N: 724
Initial: /s/ MP
- 13 -
44
EQUIPMENT LOCATION: EYEMASTERS, STORE #154; XXXX PARKWAY CENTER
0000 XXXX XXXXXXX, XX.0000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1498
1 UV Cure Unit: S/N: 723
EQUIPMENT LOCATION: EYEMASTERS, STORE #151; 000 XXXXX X. XXXX
XX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1499
1 UV Cure Unit: S/N: 721
EQUIPMENT LOCATION: EYEMASTERS, STORE #169; XXXXXXXXX MALL
0000 X. XXXXXXXXX, XXX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1489
1 UV Cure Unit: S/N: 716
EQUIPMENT LOCATION: EYEMASTERS, STORE #58; BOISE TOWN SQUARE
000 X. XXXXXXXXX XXX. 0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1396
1 UV Cure Unit: S/N: 621
EQUIPMENT LOCATION: EYEMASTERS, STORE #162; MAGIC VALLEY MALL
0000 XXXX XXXX XX. XXX. 000
XXXX XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1400
1 UV Cure Unit: S/N: 622
Initial: /s/ MP
- 14 -
45
EQUIPMENT LOCATION: EYEMASTERS, STORE #167; SILVER LAKE PLAZA
000 X. XXXXXXXX XXX.
XXXXX X'XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1382
1 UV Cure Unit: S/N: 625
EQUIPMENT LOCATION: EYEMASTERS, STORE #227; GREAT NORTHERN MALL
000 XXXXX XXXXXXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1428
1 UV Cure Unit: S/N: 632
EQUIPMENT LOCATION: EYEMASTERS, STORE #229; GREAT LAKES MALL
0000 XXXXXX XXX. #000
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1430
1 UV Cure Unit: S/N: 626
EQUIPMENT LOCATION: EYEMASTERS, STORE #230; PARMATOWN MALL &
PLAZA
0000 XXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1405
1 UV Cure Unit: S/N: 619
EQUIPMENT LOCATION: EYEMASTERS, STORE #231; XXXXXXX XXXX MALL
0000 XXXXXXX XXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1407
1 UV Cure Unit: S/N: 634
EQUIPMENT LOCATION: EYEMASTERS, STORE #232; RICHMOND MALL
000 XXXXXXXX XX.
XXXXXXXX XXXXXXX, XX 00000
Initial: /s/ MP
- 15 -
46
Quantity Description
1 UOC Mini II: S/N: 1388
1 UV Cure Unit: S/N: 623
EQUIPMENT LOCATION: EYEMASTERS, STORE #235; EUCID SQUARE MALL
000 XXXXX XXXXXX XXXX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1406
1 UV Cure Unit: S/N: 590
EQUIPMENT LOCATION: EYEMASTERS, STORE #236; MIDWAY MALL
0000 XXXXXX XXXX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1432
1 UV Cure Unit: S/N: 635
EQUIPMENT LOCATION: EYEMASTERS, STORE #237; CHAPEL HILL
0000 XXXXXXXX XX. XXX. 000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1404
1 UV Cure Unit: S/N: 627
EQUIPMENT LOCATION: EYEMASTERS, STORE #238; ROLLING ACRES MALL
0000 XXXXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:1409
1 UV Cure Unit: S/N: 639
EQUIPMENT LOCATION: EYEMASTERS, STORE #37; HERITAGE PARK MALL
0000 XXXX XX.
XXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1477
1 UV Cure Unit: S/N: 695
Initial: /s/ MP
- 16 -
47
EQUIPMENT LOCATION: EYEMASTERS, STORE #39; SOONER FASHION MALL
0000 X. XXXX XX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1495
1 UV Cure Unit: S/N: 712
EQUIPMENT LOCATION: EYEMASTERS, STORE #131; QUAIL SPRINGS MALL
0000 X. XXXXXXXX XX., XX. 000
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1493
1 UV Cure Unit: S/N: 714
EQUIPMENT LOCATION: EYEMASTERS, STORE #141; CROSSROADS MALL,
ST. 1150
0000 XXXXXXXXXX XXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1494
1 UV Cure Unit: S/N: 715
EQUIPMENT LOCATION: EYEMASTERS, STORE #198; NORTHPARK MALL
0000 X. XXX XXXX XX. XX. 000
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1470
1 UV Cure Unit: S/N: 689
EQUIPMENT LOCATION: EYEMASTERS, STORE #199; METROCENTER MALL
0000 XXXXXXXXXXX, #000
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1467
1 UV Cure Unit: S/N: 690
Initial: /s/ MP
- 17 -
48
EQUIPMENT LOCATION: EYEMASTERS, STORE #225; TURTLE CREEK MALL
0000 XXXXXX XXXXX XX. #000
XXXXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1474
1 UV Cure Unit: S/N: 693
EQUIPMENT LOCATION: EYEMASTERS, STORE #153; XXXXXXX SOUTH S.C.
MALL
0000 XXXXXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1500
1 UV Cure Unit: S/N: 722
EQUIPMENT LOCATION: EYEMASTERS, STORE #117; TOWNE EAST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1491
1 UV Cure Unit: S/N: 710
EQUIPMENT LOCATION: EYEMASTERS, STORE #118; TOWNE WEST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1492
1 UV Cure Unit: S/N: 711
EQUIPMENT LOCATION: EYEMASTERS, STORE #226; MISSION CENTER
0000 XXXXXXX XX. #000
XXXXXXX XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1529
1 UV Cure Unit: S/N: 749
EQUIPMENT LOCATION: EYEMASTERS, STORE #152; OAK PARK MALL
00000 XXXX 00XX XX.
XXXXXXXX XXXX, XX 00000
Initial: /s/ MP
- 18 -
49
Quantity Description
1 UOC Mini II: S/N: 1496
1 UV Cure Unit: S/N: 713
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #57; HERITAGE MALL
0000 00XX XXX. XX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1395
1 UV Cure Unit: S/N: 612
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #59; ROGUE VALLEY
MALL
0000 X. XXXXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1394
1 UV Cure Unit: S/N: 616
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #81; XXXXX CENTR
0000 XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1398
1 UV Cure Unit: S/N: 606
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #140; VALLEY RIVER
CTR.
000 XXXXXX XXXXX XXX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1397
1 UV Cure Unit: S/N: 614
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #175; LANCASTER MALL
000 XXXXXXXXX XX. XX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1399
1 UV Cure Unit: S/N: 618
Initial: /s/ MP
- 19 -
50
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #176; CLACKAMAN TOWN
CTR.
00000 XX 00XX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1431
1 UV Cure Unit: S/N: 629
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #178; BEAVERTON MALL
0000 XX XXXXX XXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1390
1 UV Cure Unit: S/N: 611
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #179; XXXXXXX XXXXX
XXXXX X-0
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1393
1 UV Cure Unit: S/N: 613
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #181; XXXXXXX BEACH
CTR.
0000 XXXXXXX XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1385
1 UV Cure Unit: S/N: 620
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #182; BINYONS
EYEWORLD DOWNTOWN
000 XX XXXXXXXX XX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1401
1 UV Cure Unit: S/N: 624
Initial: /s/ MP
- 20 -
51
EQUIPMENT LOCATION: EYEMASTERS, STORE #251; TANASBOURNE TOWN
CTR.
00000 XXXXXXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1429
1 UV Cure Unit: S/N: 637
Initial: /s/ MP
- 21 -
52
LEASE NO. ECC0897
MASTER LEASE AGREEMENT
This agreement (the "Agreement") is made this 12th day of August, 1997,
between Pacific Financial Company, with an office at 000 X. Xxxxx Xxxxxx, Xxxxx
000, Xxxx Xxxx Xxxx, XX 00000, (the"Lessor"), and Eye Care Centers of America,
Inc., with its principal office located at 00000 Xxxx Xxxxxx, Xxx Xxxxxxx, XX
00000 (the "Lessee").
1. LEASE:
Lessor agrees to lease to Lessee, and Lessee agrees to lease from
Lessor, the equipment ("Equipment") described in any Equipment Schedule executed
and delivered by Lessor and Lessee in connection with the Agreement. The terms
and conditions contained herein and in each Equipment Schedule shall govern the
leasing and use of the Equipment. In the event of conflict between the
provisions of this Agreement and any Equipment Schedule, the provisions of the
Equipment Schedule shall govern. Each Equipment Schedule shall constitute a
separate lease.
2. ADDITIONAL DEFINITIONS:
a. "Acceptance Date" means, as to the Equipment designated on any
Equipment Schedule, the earliest to occur of: (a) the date specified as the
Acceptance Date in the applicable Equipment Schedule; (b) the date Lessee
accepts the Equipment as set forth in any certificate of acceptance or delivery
signed by the Lessee (the "Acceptance Certificate"); or, (c) the date which is
determined by the manufacturer or vendor of the Equipment to be the date of
installation of such Equipment.
b. "Commencement Date" means, as to the Equipment designated on any
Equipment Schedule, the first day of the month following the Acceptance Date.
3. TERMS OF LEASE:
The Initial Lease Term and the Rent payable with respect to each Leased
Item shall be as set forth in and as stated in the respective Equipment
Schedule(s). Lessee may a) exercise an Early Purchase Option, if applicable; or
b) terminate any Equipment Schedule effective at the expiration of the Initial
Lease Term or any renewal term thereof; by giving the Lessor at least sixty (60)
days prior written notice. If said written notice is not received by Lessor
within the specified period, then the Lease shall continue until the end of the
Initial Lease Term. No notice of intent to exercise an Early Purchase Option or
termination may be revoked without prior written consent of the Lessor.
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4. RENT AND PAYMENT:
As to any Equipment leased hereunder, the "Monthly Rental" payable by
Lessee to Lessor shall be as set forth in the applicable Equipment Schedule. The
Monthly Rental shall begin on the Acceptance Date and shall be due and payable
by Lessee in advance on the first day of each month throughout the Initial
Period and any Automatic Renewal Period. If the Acceptance Date does not fall on
the first day of the month, then the first rental payment shall be a pro rata
portion of the Monthly Rental, calculated on a 30-day basis for the period
between the Acceptance Date and the Commencement Date, and shall be due and
payable on the Acceptance Date. Lessee shall pay all Monthly Rental to Lessor,
its successors or assigns, at Lessor's address set forth above (or as otherwise
directed in writing by Lessor, its successors, or assigns), whether or not
Lessee has received any notice that such payment is due. LESSEE SHALL NOT XXXXX,
SET OFF, OR DEDUCT ANY AMOUNT OR DAMAGES FROM OR REDUCE ANY MONTHLY RENTAL FOR
ANY REASON WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, ITS SUCCESSORS, OR
ASSIGNS.
Late charges on any payments, taxes, or other charges due hereunder and
not received within ten (10) days of the due date shall accrue at the rate of
1.5% of the payment amount due per month (or if such rate shall exceed the
maximum rate allowed by law, then at the highest rate that is permitted to be
charged on liquidated amounts after judgment) beginning with the date that such
amount was due and continuing until the amount is paid. If late charges are
assessed by a lending institution due to any late payment, Lessee agrees to pay
such late charges or to reimburse Lessor for their payments. Lessee agrees to
make payment for any late charges promptly upon demand by Lessor.
5. TAXES
Lessee shall pay to Lessor an amount equal to all taxes paid, payable
or required to be collected by Lessor, however designated, which are levied or
based on the Monthly Rental or on the possession, use, operation, lease, rental,
sale, purchase, control or value of the Equipment, including without limitation,
registration and license fees and assessments, state and local privilege or
excise taxes, sales and use taxes, personal and other property taxes, and taxes
or charges based on gross revenue, but excluding taxes based on Lessor's net
income. Lessor shall furnish to Lessee, within thirty (30) days of receipt by
Lessor, copies of all tax assessments or valuation issues by the applicable
taxing authorities. Lessor shall invoice Lessee for all such taxes in advance of
their payment due date, and Lessee shall promptly remit to Lessor all such taxes
and charges upon receipt of such invoice from Lessor. Lessee shall pay all
penalties and interest resulting from its failure to remit such taxes to Lessor
within forty-five (45) days of being invoiced by Lessor, which invoice shall be
accompanied by a copy of the tax xxxx issued by the applicable taxing
authorities. Lessor shall file all required sales and use tax and personal
property tax returns and reports concerning the Equipment with all applicable
governmental agencies. Lessee shall have the right in Lessor's and/or Lessee's
name, to contest any such tax xxxx, assessment or valuation so long as no
foreclosure of a
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tax lien is imminent, or if foreclosure is imminent, Lessee has taken reasonable
steps to protect the Equipment against foreclosure (such as providing an
appropriate indemnity bond).
6. USE; ALTERATIONS AND ATTACHMENTS:
a. After Lessee receives and inspects any Equipment and is satisfied
that the Equipment is satisfactory, Lessee shall execute and deliver to Lessor
an Acceptance Certificate in a form provided by Lessor; provided, however, that
Lessee's failure to execute and deliver an Acceptance Certificate for any
Equipment shall not affect the validity of this Agreement with respect to the
Equipment.
b. Lessee shall be entitled to unlimited usage of the Equipment during
the Initial Period, the Automatic Renewal Periods and any extension or renewal
periods approved by Lessor in writing.
c. Lessee shall at all times keep the Equipment in its sole possession
and control. The Equipment shall not be moved from the location stated in the
Equipment Schedule without the prior written consent of the Lessor.
d. Lessee shall cause the Equipment to be installed, used, operated
and, at the termination of the Agreement as to each Equipment Schedule, removed
(i) in accordance with any applicable manufacturer's manuals or instructions;
(ii) by competent and duly qualified personnel only, and, (iii) in accordance
with applicable governmental regulations, if any.
e. Lessee may not make alterations in or add attachments to the
Equipment without first obtaining the written consent of the Lessor. Any such
alterations or attachments shall be made at Lessee's expense and shall not
interfere with the normal and satisfactory operation or maintenance of the
Equipment. The manufacturer may incorporate engineering changes or make
temporary alterations to the Equipment upon request of the Lessee. Unless Lessor
shall otherwise agree in writing, all such alterations and attachments, that can
not be removed without damaging the Equipment, shall be and become the property
of the Lessor or, at the option of the Lessor, shall be removed by the Lessee at
the termination of this Agreement as to such Equipment and the Equipment
restored at Lessee's expense to its original condition, reasonable wear and tear
only excepted.
f. Lessee acknowledges that the Equipment is and shall remain personal
property during the term of this Agreement. Lessee shall not permit the
Equipment to become an accession to other goods or a fixture to, or part of, any
real property.
g. Lessee shall comply with all applicable laws, regulations and orders
relating to the Equipment and this Agreement.
h. The Equipment is leased solely for commercial or business purposes.
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7. MAINTENANCE AND REPAIRS; RETURN OF EQUIMENT:
a. During the continuance of this Agreement and at its expense, Lessee
(i) shall keep the Equipment in good repair, working order and condition; (ii)
shall make all necessary adjustments, repairs and replacements; (iii) shall
furnish all required parts, mechanisms, devices, and servicing, and, (iv) shall
not use or permit the Equipment to be used for any purpose for which, in the
opinion of the manufacturer, the Equipment is not designed or suitable. Such
parts, mechanisms, and devices shall immediately become part of the Equipment
for all purposes hereunder.
b. At the termination of the Agreement and at its expense, Lessee shall
return the Equipment to Lessor at the location within the Continental United
States designated by Lessor. Upon such return, the Equipment shall be in the
same operating order, repair, condition, and appearance as on the Acceptance
Date, excepting reasonable wear and tear from proper use thereof, including all
engineering changes theretofore prescribed by the manufacturer. If the Equipment
or its component parts were packed or crated for shipping when new, Lessee shall
pack or crate the same carefully and in accordance with any recommendations of
the Supplier or manufacturer before redelivering the item to Lessor. Lessee
shall also deliver to Lessor the plans, specifications, operating manuals,
software documentation, discs, warranties and other documents furnished by the
manufacturer or supplier of the Equipment and such other documents in Lessee's
possession relating to the maintenance and method of operation of such
Equipment. Lessee shall return and convey to Lessor at no cost to Lessor all
upgrades and/or enhancements made to the equipment provided, however, that the
same can be removed without physically damaging the Equipment, and provided
further, that Lessee restore the Equipment to its condition immediately prior to
installation of such upgrade or enhancement. Lessee shall provide maintenance
qualification letters and/or arrange for and pay the cost of repairs which are
necessary for the manufacturer or qualified maintenance organization to accept
the Equipment under contract maintenance at its then standard rates. At Lessor's
written request, Lessee shall provide free storage for any item of Equipment for
a period not to exceed sixty (60) days after the expiration of the Agreement
before returning such item to Lessor and permit Lessor access to the Equipment
for inspection and/or resale, upon reasonable prior notice to Lessee. If Lessee
shall fail to return any item of Equipment as provided herein, Lessee shall be
responsible for all cost and expense incurred Lessor in returning the Equipment
to such required condition or and reduction in value as a result thereof.
8. OWNERSHIP AND INSPECTION:
a. The Equipment shall at all times remain the property of Lessor or
its assigns. By this Agreement, Lessee acquires no ownership rights in the
Equipment. Lessor may affix (or require Lessee to affix) tags, decals, or plates
to the Equipment indicating Lessor's ownership, and Lessee shall not permit
their removal or concealment. At the termination of this Agreement, Lessee may
remove said tags, decals, or plates from the Equipment.
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b. LESSEE SHALL KEEP THE EQUIPMENT AND LESSEE'S INTEREST UNDER
THIS AGREEMENT FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES,
EXCEPT THOSE PERMITTED BY LESSOR OR ITS ASSIGNS.
x. Xxxxxx, its assigns and their agents, upon reasonable prior notice
to Lessee, shall have free access to the Equipment at all reasonable times
during normal business hours for the purpose of inspecting the Equipment and for
any other purpose contemplated in this Agreement.
d. Lessee shall immediately notify Lessor in writing of all details
concerning any damage or loss to the Equipment arising from the alleged or
apparent improper manufacture, functioning, or operation of the Equipment.
9. WARRANTIES:
a. LESSEE ACKNOWLEDGES THAT LESSOR HAS NOT MADE ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT,
INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATING TO ANY OF THE FOLLOWING: (i)
THE DESCRIPTION, CONDITION, DESIGN, QUALITY OR PERFORMANCE OF THE EQUIPMENT;
(ii) ITS MERCHANTABILITY OR FITNESS OR SUITABILITY FOR PARTICULAR PURPOSE
WHETHER OR NOT DISCLOSED TO LESSOR; AND, (iii) DELIVERY OF THE EQUIPMENT FREE OF
THE RIGHTFUL CLAIM OF ANY PERSON BY WAY OF INFRINGEMENT OR THE LIKE. LESSOR
EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. LESSOR SHALL HAVE NO LIABILITY TO
LESSEE FOR ANY CLAIM, LOSS, OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER,
INCLUDING SPECIAL OR CONSEQUENTIAL DAMAGES.
x. Xxxxxx hereby assigns to Lessee all assignable warranties on the
Equipment, as described in Lessor's purchase contract which assignment shall be
effective so long as this Agreement remains in effect (and if a purchase option
is exercised, such assignment shall become absolute).
10. NET LEASE; LESSEE'S OBLIGATIONS ABSOLUTE AND UNCONDITIONAL:
This Agreement is a "net lease" and, as between Lessor and Lessee,
Lessee shall be responsible for all costs, expenses, and claims of every nature
whatsoever arising out of or in connection with or related to this Agreement or
the Equipment (such as, but not limited to, transportation in and out, packing,
installation, deinstallation, shipping, and other such charges).
Lessee agrees that its Monthly Rental and other obligations hereunder
shall be irrevocable, independent, absolute, and unconditional and shall not be
subject to any abatement, reduction, recoupment, defense, offset or counterclaim
otherwise available to Lessee against Lessor; nor, except as otherwise expressly
provided herein or as agreed to by Lessor in writing, shall this Agreement
terminate for any reason whatsoever prior to the end of the Initial Period.
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11. ASSIGNMENT:
a. LESSEE MAY NOT ASSIGN THIS AGREEMENT OR ANY OF ITS RIGHTS HEREUNDER
OR SUBLEASE THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, which
consent shall not be unreasonably withheld, except that Lessee may, without
obtaining such consent, assign the Agreement or sublease the Equipment to any
parent or subsidiary corporation, or to a corporation which shall have acquired
all or substantially all of the property of Lessee by merger, consolidation or
purchase. NO PERMITTED ASSIGNMENT OR SUBLEASE SHALL RELIEVE LESSEE OF ANY OF ITS
OBLIGATIONS HEREUNDER.
x. Xxxxxx may sell and assign its rights and interests in any Equipment
and in any Equipment Schedule hereunder, to another party ("Lessor's Assignee")
either outright or as collateral security for loans. Upon notice of any such
assignment and instructions from Lessor, Lessee shall pay its Monthly Rental and
perform its other obligations hereunder to the Lessor's Assignee, (or to another
party designated by Lessor's Assignee). Upon any such sale or assignment
LESSEE'S OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED EQUIPMENT SCHEDULE
SHALL BE ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST LESSOR'S
ASSIGNEE ANY CLAIM, DEFENSE OR COUNTERCLAIMS WHICH LESSEE MIGHT HAVE AGAINST
LESSOR. Lessor's Assignee shall have all of the rights but none of the
obligations of Lessor under this Agreement Notwithstanding any assignment by
Lessor, Lessor's Assignee shall not be deemed to have assumed or to be obligated
to perform any of the obligations of Lessor, and Lessor shall remain liable for
the performance of Lessor's obligations under this Agreement
In connection with any assignment by Lessor of its interest in the
Equipment of this Agreement, Lessee acknowledges that the assignment will not
materially change the duty of or materially increase the burden or risk imposed
on Lessee; and Lessee waives its right, if any, to demand Lessor's Assignee to
comply with the provisions of Utah Uniform Commercial Code Leases, Section
7OA-2a-303(2) (as it now exists or hereafter modified) dealing with adequate
assurance and assumption requirements, among other things.
Upon any such assignment, Lessee agrees to execute (i) any document
reasonably requested by Lessor acknowledging such assignment and affirming to
Lessor's Assignee basic provisions of this Agreement and the Equipment Schedule,
and (ii) UCC-1 precautionary filings reasonably requested.
Only one executed counterpart of any Equipment Schedule shall be marked
"Original"; any other executed counterparts shall be marked "Duplicate Original"
or "Counterpart". No security interest in any Equipment Schedule may be created
through the transfer and possession of any counterpart other than the
"Original".
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12. RISK OF LOSS ON LESSEE:
From and after the date the Equipment is delivered to Lessee and until
the Equipment is returned to Lessor as provided in the Agreement, Lessee shall
bear all risk of loss, damage, theft, or destruction to the Equipment howsoever
caused. If any item of Equipment is rendered unusable as a result of any
physical damage to or destruction of the Equipment or if any item of Equipment
is lost or stolen, then:
a. Lessee shall give Lessor immediate notice thereof, and this
Agreement as to such item shall continue in full force and effect without any
abatement of any Monthly Rental. Lessee shall determine and notify Lessor,
within fifteen (15) days after the date of occurrence of such damage or
destruction, whether such item of Equipment can be repaired.
b. If Lessee determines that such item of Equipment can be repaired,
Lessee shall cause such item of Equipment to be promptly repaired.
c If Lessee determines that the item of Equipment cannot be repaired or
if the item of Equipment is lost or stolen, then at Lessor's option, Lessee
shall either (i) at its expense promptly replace such item of Equipment with
like equipment having a comparable or greater value and convey title to such
replacement to Lessor free and clear of all liens and encumbrances, whereupon
this Lease shall continue in full force and effect as though such loss, damage,
theft, or destruction had not occurred,; or (ii) pay Lessor an amount equal to
the Casualty Loss Value of the item of Equipment determined under any Casualty
Loss Schedule attached to the Equipment Schedule, or if none is attached, then
an amount equal to the replacement cost of such item of Equipment.
All proceeds of insurance received by Lessor or Lessee under any
insurance policy shall be applied toward the cost of any such repair of
replacement
13. INSURANCE:
During the continuance of this Agreement as to each Equipment Schedule,
Lessee, at its expense, shall keep in effect (i) an all risk casualty insurance
policy covering the Equipment designated in such Equipment Schedule that
includes, without limitation, coverage against extended coverage risks,
vandalism, theft, and malicious mischief, for amounts not less than the Casualty
Loss Value of the item of Equipment determined under any Casualty Loss Schedule
attached to the Equipment Schedule, or if none is attached, then for amounts not
less than the replacement cost of each item of Equipment with Lessor and its
assigns designated as additional insured and loss payees under such policy; and
(ii) a comprehensive general liability policy in amounts acceptable to Lessor
and that designates Lessor and its assigns as co-insured. All such insurance
policies shall be with licensed insurance companies acceptable to Lessor; shall
prohibit cancellation or modification thereof without at least thirty (30) days
prior written notice to Lessor; shall be evidenced whether by certificates of
insurance or other written evidence acceptable by Lessor; and shall provide that
as to Lessor, its successors, and assigns, the
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insurance shall not be invalidated by any act, omission, or neglect of Lessee.
Lessee shall be responsible for paying any deductibles on such policies.
14. INDEMNIFICATION:
Except for the gross negligence or willful misconduct of Lessor or as
otherwise provided herein, Lessee shall indemnify Lessor against and hold Lessor
harmless of and from any and all claims (including without limitation, claims
involving strict or absolute liability), actions, suits, proceedings, costs,
expenses (including a reasonable attorneys fee incurred by Lessor either in
enforcing this indemnity or in defending against such claims), damages and
liabilities at law or in equity, arising out of, connected with or resulting
from this Agreement or the Equipment (including without limitation the delivery,
possession, use, operation, condition, lease, return, storage, or disposition
thereof). For purposes of this paragraph, the term "Lessor" shall include
Lessor, its successors and assigns, shareholder, directors, officers,
representatives and agents, and the provisions of this paragraph shall survive
expiration of the Agreement with respect to events occurring prior thereto.
15. EVENTS OF DEFAULT:
The occurrence of any one or more of the following events (each an
"Event of Default") shall constitute a default under this Agreement:
a. Lessee fails to pay any Monthly Rental when the same becomes due and
such failure shall continue uncured for ten (10) days after written notice
thereof is given to Lessee;
b. Except as expressly provided herein, Lessee attempts to, or does,
remove, sell, assign, transfer, encumber, sublet, or part with possession of any
one or more items of the Equipment, or any interest under this Agreement, except
as expressly permitted herein.
c. Through the act or omission of Lessee, any item of Equipment is
subject to any levy, seizure, attachment, assignment, or execution; or Lessee
abandons any item of Equipment.
d. Lessee fails to observe or perform any of the other obligations
required to be observed or performed by Lessee thereunder and such failure shall
continue uncured for thirty (30) days after written notice thereof is given to
Lessee; and Lessor has failed to grant Lessee a subsequent thirty (30) day
extension when requested by Lessee to do so in writing.
e. Lessee's representations and warranties made in this Agreement or in
connection herewith shall be false or misleading in any material respect.
f. Lessee ceases doing business as a going concern, makes an assignment
for the benefit of creditors, is insolvent, admits in writing its inability to
pay its financial obligations as they become due, files a voluntary petition in
bankruptcy, is adjudicated a bankrupt or an insolvent, files
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a petition seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar arrangement under any present
or future statute, law or regulation or files an answer admitting the material
allegation of a petition filed against it in any such proceeding, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator of it or of
all or any substantial part of its assets or properties, or if it or its
shareholders shall take any action looking to its dissolution or liquidation.
g. Within sixty (60) days after the commencement of any proceedings
against Lessee seeking reorganization, arrangement, readjustment, liquidation,
dissolution, or similar relief under any present or future statute, law or
regulation, such proceedings shall not have been dismissed, or if within sixty
(60) days after the appointment without Lessee's consent or acquiescence of any
trustee, receiver, or liquidator of it or of all or any substantial part of its
assets and properties, such appointment shall not be vacated.
16. REMEDIES:
Upon the occurrence of any Event of Default, Lessor shall have the
option, with or without giving notice to Lessee, to do any one or more of the
following, provided, however, that in no event shall Lessor be entitled to
exercise one of the following remedies in conjunction within its exercise of any
other remedy if the affect thereof would be to provide a duplicative recovery to
Lessor;
a. Lessor may enforce this Agreement according to its terms;
x. Xxxxxx may advance funds on Lessee's behalf to cure the Event of
Default, whereupon Lessee shall immediately reimburse Lessor therefor, together
with late charges accrued thereon.
c Lessor may refuse to deliver the Equipment to Lessee;
d. By notice to Lessee, Lessor may terminate this Agreement as to any
or all Equipment Schedules;
e. Lessee shall remain fully liable for and shall pay Lessor for (i)
all sums due and payable under the Equipment Schedule for all periods up to and
including the date on which Lessor has declared this Agreement to be in default;
(ii) all costs and expenses incurred by Lessor on account of such default,
including, but no limited to, all court costs and reasonable attorney's fees;
and, (iii) all reasonable damages as provided by law (collectively "Lessor's
Damages").
f. Whether or not this Lease is terminated as to any or all Equipment
Schedules, Lessor may (i) take possession of any or all of the Equipment listed
on any or all Equipment Schedules, wherever situated and for such purpose,
Lessor may enter upon any Lessee's premises without any
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court order and without liability for so doing (Lessee hereby waives any action
for trespass or damages by reason of such entry or taking possession); (ii)
cause Lessee (and Lessee hereby agrees) to assemble the Equipment and either
make it available to Lessor at a place designated by Lessor or return it to
Lessor as provided in this Agreement.
x. Xxxxxx may xxx for and recover all rents and other payments that
accrue after the occurrence of the Event of Default, as the same become due.
x. Xxxxxx may recover from Lessee, as liquidated damages ("Liquidated
Damages") for loss of a bargain and not as a penalty, an amount equal to the
present value of all future Monthly Rentals to be paid by Lessee during the
remainder of the Initial Period or any Automatic Renewal Period then in effect
discounted at the rate of seven percent (7%) per annum, which payment shall
become immediately due and payable.
i. Lessor may sell, dispose of, hold, use, or lease any Equipment as
Lessor in its sole discretion may determine without any duty, except as provided
below, to account to Lessee. Lessor may purchase at any such sale, and Lessor
shall not be obligated to give preference to the sale, lease, or other
disposition of the Equipment over the sale, lease, or other disposition of
similar equipment owned or leased by or through Lessor.
If Lessee shall have paid to Lessor all of the Liquidated Damages, then
Lessor shall pay to Lessee, promptly after receipt thereof, all rentals or
proceeds received from (a) the reletting of the Equipment during the remainder
of the Initial Period or the Automatic Renewal Period then in effect (after
deduction of an amount equal to all Lessor's Damages); or (b) any sale of the
Equipment occurring during the remainder of the Initial Period or Automatic
Renewal Period then in effect less an amount equal to the estimated fair market
value of the Equipment at the end of the Initial Period or Automatic Renewal
Period then in effect (after deduction of an amount equal to all Lessor's
Damages), said amount never to exceed the amount of the Liquidated Damages paid
by Lessee. Any remaining amounts from reletting or sale shall be retained by
Lessor.
Lessor may exercise any and all rights and remedies available at law or
in equity, including those available under the Uniform Commercial Code
(including the section thereof dealing with Leases) as enacted in Utah or in any
state in which the Equipment is located; or other applicable law.
The right and remedies afforded the Lessor hereunder shall not be
deemed to be exclusive, but shall be in addition to any rights or remedies
provided by law. Lessor's failure to promptly enforce any right hereunder shall
not operate as waiver of such right, and Lessor's waiver of any default shall
not constitute a waiver of any subsequent or other default. Lessor may accept
late payments or partial payments of amount due under this Agreement and may
delay enforcing any of Lessor's rights hereunder without losing or waiving any
of Lessor's rights under this Agreement
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17. TAX OWNERSHIP:
This Agreement is entered into on the basis that: Lessor shall be the
owner of the Equipment for federal and state income tax purposes and entitled to
such deductions, credits, and other benefits as are provided an owner of
personal property, including but not limited to the maximum Modified Accelerated
Cost Recovery System deductions ("depreciation") for the MACRS Property Class
life under the Internal Revenue Code of 1986 ("Code"); and interest paid or
accrued with respect to any loan made to or assumed by Lessor or its assigns to
finance the purchase of the Equipment (collectively referred to herein as the
"Tax Benefits").
If, with respect to any item of Equipment, Lessor or its assigns shall
not have or shall lose the right to claim all or any portion of the Tax Benefits
or if all or any portion of the Tax Benefits shall be disallowed or recaptured
(hereinafter referred to as "Tax Benefit Loss") due to the acts or omission of
Lessee, then the following provisions shall be applicable:
18. COVENANT OF QUIET POSSESSION:
Lessor agrees that so long as no Event of Default has occurred and is
continuing, Lessee shall be entitled to quietly possess the equipment subject to
and in accordance with the terms and conditions of this Agreement.
19. GENERAL:
a. Integration: All schedules or riders to this Agreement, Equipment
Schedules executed hereunder, schedules or riders attached to Equipment
Schedules, other documents referred to in Equipment Schedules, and Acceptance
Certificates,whether they are signed before, on, or after the date of this
Agreement, are incorporated into this Agreement by this reference. Such
documents appertaining to any Equipment Schedule and this Agreement constitute
the entire agreement between the parties with respect to the items of Equipment
listed on such Equipment Schedule.
b. Modification: This Agreement may not be amended or modified except
by writing, signed by a duly authorized representative of each party, but no
such amendment or modification needs further consideration to be binding.
Notwithstanding the foregoing, Lessee authorizes Lessor to amend any Equipment
Schedule to identify more accurately the Equipment (including without
limitation, supplying serial numbers or other identifying data), and such
amendment shall be binding on Lessor and Lessee unless Lessee objects thereto
within fifteen (15) days after receiving notice of the amendment from Lessor.
c. Interpretation: The provisions of this Agreement shall be deemed to
be independent and severable. The invalidity or partial invalidity of any one
provision or portion of this Agreement under the laws of any jurisdiction shall
not affect the validity or enforceability of
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any other provision of this Agreement. The captions and headings set forth
herein are for convenience of reference only and shall not define or limit any
of the terms hereof.
d. Notices: Notices hereunder shall be in writing and addressed to the
other party at the address herein or such other address provided by notice
hereunder and shall be effective: (i) upon the next business day, if sent by
guaranteed overnight express service (such as Federal Express); (ii) on the same
day, if personally delivered; or (iii) three (3) days after mailing if sent by
certified or registered U.S. Mail, postage prepaid and addressed to the other
party.
e. Governing Law: This Lease shall be governed by and shall be
interpreted pursuant to the laws of the State of Utah.
LESSEE HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY.
THIS LEASE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR
(OR ANY ASSIGNEE OF LESSOR) RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION
OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED
BETWEEN LESSEE AND LESSOR (OR ITS ASSIGNEE). THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER IS
IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND
THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS LEASE, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. IN THE EVENT
OF LITIGATION, THIS LEASE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
f. Binding Effect: The provision of this Agreement shall inure to the
benefit of and shall bind Lessor and Lessee and their respective permitted
successors and assigns.
g. Financing Statements: Lessee shall sign and deliver to Lessor one or
more financing statements, supplements thereto, and other instruments in order
to establish, perfect, extend, and/or enforce the parties' interest in the
Equipment and under this Agreement. Lessee shall pay all costs of filing such
statements. A photocopy of this Agreement shall be sufficient as, and may be
filed as, an original financing statement. If Lessee defaults hereunder, then
Lessor shall automatically be constituted as Lessee's attorney-in-fact for the
purpose of carrying out the provision of this paragraph.
Initial: /s/ MP
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64
h. Opinion of Counsel: Upon request, Lessee shall provide to Lessor an
opinion of its counsel as to Lessee's legal standing, the authorization and
execution of this Agreement and other documents the enforceability of its
Agreement against Lessee, and other matters reasonably requested.
i. Audited Financial Statements: Upon request, Lessee shall provide to
Lessor a copy of its annual audited financial statements and any quarterly
financial statements whether audited or unaudited.
j. Provisional Security Interest: In the event a court of competent
jurisdiction or their governing authority shall determine that this Agreement is
not a "true lease" or that Lessor (or its assigns) does not hold legal title to
or is not the Owner of the Equipment, then this , Agreement shall be deemed to
be a security agreement with Lessee, as debtor, having granted to Lessor, as
secured party, a security interest in the Equipment effective the date of this
Agreement; and Lessor shall have all of the rights, privileges, and remedies of
a secured party under the Utah Uniform Commercial Code.
k. As to new Equipment, Lessee acknowledges that Lessee ordered the
Equipment from the supplier thereof, and either (a) Lessee received a copy of
the contract by which Lessor acquired the Equipment, or (b) Lessor has informed
Lessee in writing of (i) the identity of the supplier, (ii) that Lessee may have
rights under said contract and may be entitled, under the version of Uniform
Commercial Code Article A ("UCC2A") as in effect in the state specified in
Section 11, to the benefit of warranties provided to Lessor by said supplier,
and (iii) that Lessee may and should contact the supplier to receive an accurate
and complete description of such rights including any disclaimers or limitations
on them or of the remedies thereunder. Lessee makes this acknowledgment so that
each such Schedule shall qualify as and be a "finance lease" under UCC2A.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement on
the day and year first above written.
LESSOR: Pacific Financial Company
by Xxxxxxx Capital Corporation, General Partner
By:
----------------------------------
Title:
----------------------------------
LESSEE: Eye Care Centers of America, Inc.
By: /s/ Xxxx Xxxxxxx
----------------------------------
Title: CFO
----------------------------------
Initial: /s/ MP
- 13 -
65
Initial: /s/ MP
- 14 -
66
EQUIPMENT SCHEDULE
LEASE NO. ECC0897
EQUIPMENT SCHEDULE NO. 3
SCHEDULE DATE: August 12,1997
To Master Lease Agreement dated August 12, 1997 between Pacific Financial
Company as Lessor, and Eye Care Centers of America, Inc. as Lessee.
1. Equipment:
An Equipment described on Exhibit A attached hereto together
with all parts, accessories, attachments, substitutions,
repairs, improvements and replacements and any and all
proceeds thereof, including without limitation, insurance
proceeds.
2. Equipment Location: See Exhibit A attached hereto and made a part
hereof for the location(s) of the Equipment
3. Equipment Cost: $508,294.50
4. Acceptance Date: August 12, 1997
5. Commencement Date: September 1, 1997
6. Initial Period: forty-eight (48) months from Commencement Date.
7. Monthly Rental: Lessee shall make monthly rental payments of
$12,309.16, (plus applicable sales/use tax, if any) payable first in
advance, to the Lessor. Lessee shall pay interim rent based on a
pro-rata portion of the Monthly Rental, calculated a 30-day basis for
the period between the Acceptance Date and the Commencement Date.
Lessor reserves the right to increase the Daily Interim Rent Amounts
and the monthly rent Payments as of each Purchase Price Payment,
proportionately to any increase weekly average of the interest rates of
the four (4) year U.S. Treasury Constant Maturities as published in the
August 11, 0000 Xxxx Xxxxxx Journal at a rate of 6.21. As of the
Commencement Date, the monthly rent Payments would be fixed for the
entire term. As soon as practicable thereafter, Lessor shall provide
Lessee with written notice of any increase in the Monthly Rental and
the Daily Interim Rent Amounts. Lessor's calculations shall be
conclusive absent manifest error.
Initial: /s/ MP
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67
8. End of Term Options: At the end of the Initial Period, the Lessee shall
have the following options:
a) Purchase all, but not less than all of the Equipment for ten
percent (10%) of original Equipment Cost, or its then Fair
Market Value, whichever is greater, or
b) Renew the Lease for an additional twelve (12) month period
("Renewal Period"). The Monthly Rental amount during the
Renewal Period shall be one half (1/2) of the Monthly Rental
payments during the Initial Period as outlined above. At the
end of the Renewal Period the Lessee shall have the following
options: (i) purchase all, but not less than all, of the
Equipment for its then Fair Market Value; (ii) renew the Lease
for another twelve (12) month period at the same Monthly
Rental as the previous Renewal Period; or (iii) return the
Equipment to Lessor.
9. Representation of Lessee: Lessor and Lessee agree that this Equipment
Schedule constitutes a "true lease" under the Utah Uniform Commercial
Code - Leases, in that (a) Lessee has selected the Equipment in its
sole discretion, (b) Lessor has acquired the Equipment solely for
purposes of leasing such Equipment under this Equipment Schedule,
and/or (c) Lessee has received a copy of the contract evidencing
Lessor's purchase of the Equipment.
10. Master Lease: This Equipment Schedule No. 3 is issued pursuant to the
Master Lease Agreement identified herein. All of the terms and
conditions of the Master Lease Agreement are hereby incorporated herein
and made a part hereof as if such terms and conditions were set forth
herein. By their execution and delivery of this Equipment Schedule, the
parties hereby reaffirm all of the terms and conditions of the Master
Lease Agreement, except to the extent, if any, modified hereby.
This is Counterpart No. 1 of 1 serially numbered, manually executed
counterparts. To the extent that this document constitutes chattel paper under
the Uniform Commercial Code, no security interest is this document may be
created through the transfer and possession of any counterpart other than
Counterpart No. 1.
LESSOR: Pacific Financial Company LESSEE: Eye Care Centers of America, Inc.
by Xxxxxxx Capital Corporation,
General Partner
BY: BY: /s/ Xxxx Xxxxxxx
------------------ ----------------------
TITLE: TITLE: CFO
------------------ ----------------------
Initial: /s/ MP
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EXHIBIT A
LEASE NO. ECC0897 SCHEDULE NO. 3
Equipment Description: All Equipment described herein,
together with all parts, accessories,
attachments, substitutions, repairs,
improvements, and replacements and any all
proceeds thereof, including, without
limitation, insurance proceeds.
EQUIPMENT LOCATION: EYEMASTERS, STORE #145; WESTROADS MALL
10,000 XXXXXXXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:
1 UV Cure Unit: S/N: 718
EQUIPMENT LOCATION: EYEMASTERS, STORE #146; OAKVIEW MALL
0000 X.000XX XX. #0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1502
1 UV Cure Unit: S/N: 719
EQUIPMENT LOCATION: EYEMASTERS, STORE #144; CROSSROADS MALL
0000 XXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1505
1 UV Cure Unit: S/N: 717
EQUIPMENT LOCATION: EYEMASTERS, STORE #166; EAST HILLS SHOPPING
CENTER 0000 XXXXXXXX XXXX., XX. 00
XX. XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1497
1 UV Cure Unit: S/N: 724
Initial: /s/ MP
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EQUIPMENT LOCATION: EYEMASTERS, STORE #154; XXXX PARKWAY CENTER
0000 XXXX XXXXXXX, XX.0000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1498
1 UV Cure Unit: S/N: 723
EQUIPMENT LOCATION: EYEMASTERS, STORE #151; 000 XXXXX X. XXXX
XX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1499
1 UV Cure Unit: S/N: 721
EQUIPMENT LOCATION: EYEMASTERS, STORE #169; XXXXXXXXX MALL
0000 X. XXXXXXXXX, XXX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1489
1 UV Cure Unit: S/N: 716
EQUIPMENT LOCATION: EYEMASTERS, STORE #58; BOISE TOWN SQUARE
000 X. XXXXXXXXX XXX. 0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1396
1 UV Cure Unit: S/N: 621
EQUIPMENT LOCATION: EYEMASTERS, STORE #162; MAGIC VALLEY MALL
0000 XXXX XXXX XX. XXX. 000
XXXX XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1400
1 UV Cure Unit: S/N: 622
Initial: /s/ MP
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EQUIPMENT LOCATION: EYEMASTERS, STORE #167; SILVER LAKE PLAZA
000 X. XXXXXXXX XXX.
XXXXX X'XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1382
1 UV Cure Unit: S/N: 625
EQUIPMENT LOCATION: EYEMASTERS, STORE #227; GREAT NORTHERN MALL
000 XXXXX XXXXXXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1428
1 UV Cure Unit: S/N: 632
EQUIPMENT LOCATION: EYEMASTERS, STORE #229; GREAT LAKES MALL
0000 XXXXXX XXX. #000
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1430
1 UV Cure Unit: S/N: 626
EQUIPMENT LOCATION: EYEMASTERS, STORE #230; PARMATOWN MALL &
PLAZA
0000 XXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1405
1 UV Cure Unit: S/N: 619
EQUIPMENT LOCATION: EYEMASTERS, STORE #231; XXXXXXX XXXX MALL
0000 XXXXXXX XXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1407
1 UV Cure Unit: S/N: 634
EQUIPMENT LOCATION: EYEMASTERS, STORE #232; RICHMOND MALL
000 XXXXXXXX XX.
XXXXXXXX XXXXXXX, XX 00000
Initial: /s/ MP
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Quantity Description
1 UOC Mini II: S/N: 1388
1 UV Cure Unit: S/N: 623
EQUIPMENT LOCATION: EYEMASTERS, STORE #235; EUCID SQUARE MALL
000 XXXXX XXXXXX XXXX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1406
1 UV Cure Unit: S/N: 590
EQUIPMENT LOCATION: EYEMASTERS, STORE #236; MIDWAY MALL
0000 XXXXXX XXXX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1432
1 UV Cure Unit: S/N: 635
EQUIPMENT LOCATION: EYEMASTERS, STORE #237; CHAPEL HILL
0000 XXXXXXXX XX. XXX. 000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1404
1 UV Cure Unit: S/N: 627
EQUIPMENT LOCATION: EYEMASTERS, STORE #238; ROLLING ACRES MALL
0000 XXXXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:1409
1 UV Cure Unit: S/N: 639
EQUIPMENT LOCATION: EYEMASTERS, STORE #37; HERITAGE PARK MALL
0000 XXXX XX.
XXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1477
1 UV Cure Unit: S/N: 695
Initial: /s/ MP
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EQUIPMENT LOCATION: EYEMASTERS, STORE #39; SOONER FASHION MALL
0000 X. XXXX XX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1495
1 UV Cure Unit: S/N: 712
EQUIPMENT LOCATION: EYEMASTERS, STORE #131; QUAIL SPRINGS MALL
0000 X. XXXXXXXX XX., XX. 000
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1493
1 UV Cure Unit: S/N: 714
EQUIPMENT LOCATION: EYEMASTERS, STORE #141; CROSSROADS MALL,
ST. 1150
0000 XXXXXXXXXX XXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1494
1 UV Cure Unit: S/N: 715
EQUIPMENT LOCATION: EYEMASTERS, STORE #198; NORTHPARK MALL
0000 X. XXX XXXX XX. XX. 000
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1470
1 UV Cure Unit: S/N: 689
EQUIPMENT LOCATION: EYEMASTERS, STORE #199; METROCENTER MALL
0000 XXXXXXXXXXX, #000
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1467
1 UV Cure Unit: S/N: 690
Initial: /s/ MP
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EQUIPMENT LOCATION: EYEMASTERS, STORE #225; TURTLE CREEK MALL
0000 XXXXXX XXXXX XX. #000
XXXXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1474
1 UV Cure Unit: S/N: 693
EQUIPMENT LOCATION: EYEMASTERS, STORE #153; XXXXXXX SOUTH S.C.
MALL
0000 XXXXXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1500
1 UV Cure Unit: S/N: 722
EQUIPMENT LOCATION: EYEMASTERS, STORE #117; TOWNE EAST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1491
1 UV Cure Unit: S/N: 710
EQUIPMENT LOCATION: EYEMASTERS, STORE #118; TOWNE WEST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1492
1 UV Cure Unit: S/N: 711
EQUIPMENT LOCATION: EYEMASTERS, STORE #226; MISSION CENTER
0000 XXXXXXX XX. #000
XXXXXXX XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1529
1 UV Cure Unit: S/N: 749
EQUIPMENT LOCATION: EYEMASTERS, STORE #152; OAK PARK MALL
00000 XXXX 00XX XX.
XXXXXXXX XXXX, XX 00000
Initial: /s/ MP
- 22 -
74
Quantity Description
1 UOC Mini II: S/N: 1496
1 UV Cure Unit: S/N: 713
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #57; HERITAGE MALL
0000 00XX XXX. XX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1395
1 UV Cure Unit: S/N: 612
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #59; ROGUE VALLEY
MALL
0000 X. XXXXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1394
1 UV Cure Unit: S/N: 616
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #81; XXXXX CENTER
0000 XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1398
1 UV Cure Unit: S/N: 606
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #140; VALLEY RIVER
CTR.
000 XXXXXX XXXXX XXX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1397
1 UV Cure Unit: S/N: 614
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #175; LANCASTER MALL
000 XXXXXXXXX XX. XX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1399
1 UV Cure Unit: S/N: 618
Initial: /s/ MP
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EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #176; CLACKAMAN TOWN
CTR.
00000 XX 00XX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1431
1 UV Cure Unit: S/N: 629
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #178; BEAVERTON MALL
0000 XX XXXXX XXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1390
1 UV Cure Unit: S/N: 611
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #179; XXXXXXX XXXXX
XXXXX X-0
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1393
1 UV Cure Unit: S/N: 613
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #181; XXXXXXX BEACH
CTR.
0000 XXXXXXX XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1385
1 UV Cure Unit: S/N: 620
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #182; BINYONS
EYEWORLD DOWNTOWN
000 XX XXXXXXXX XX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1401
1 UV Cure Unit: S/N: 624
Initial: /s/ MP
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EQUIPMENT LOCATION: EYEMASTERS, STORE #251;
TANASBOURNE TOWN CTR.
00000 XXXXXXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1429
1 UV Cure Unit: S/N: 637
Initial: /s/ MP
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RIDER NO. 1
TO EQUIPMENT SCHEDULE NO. 3
TO MASTER LEASE AGREEMENT NO. ECC0897
LESSEE: Eye Care Centers of America, Inc. LESSOR: Pacific Financial Company
00000 Xxxx Xxxxxx 000 X. Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000 Xxxx Xxxx Xxxx, XX 00000
EARLY TERMINATION AGREEMENT
Provided that no Event of Default shall have occurred and be continuing, Lessee
shall have the option, which shall not be assignable, to cancel the Lease
("Early Termination Option") and return the Equipment to the Lessor in
accordance with the General Return Provisions outlined in Rider No. 1 attached
hereto and incorporated herein by reference, effective as of the calendar day
which falls exactly twenty-four (24) months after the Commencement Date ("Option
Date") of the Lease, so long as the following conditions are satisfied as of the
Option Date:
1. Lessee shall have paid to Lessor on or prior to the Option Date (i)
all rental payments due under the Lease as of the Option Date, (ii) all
property taxes on the Equipment attributable to lien dates occurring on
or prior to the Option Date, and (iii) all other amounts duo Lessor as
of the Option Date.
2. Lessee shall have notified Lessor, via certified mail, of its
election to exercise the Early Termination Option, addressing such
notice to the attention of XXXX XXXXXX AT PACIFIC FINANCIAL COMPANY not
less than three hundred sixty-five (365) days prior to the Option Date.
(Lessor shall have no obligation to notify Lessee further of the
opportunity to exercise this Early Termination Option.)
3. Lessee shall have paid, in addition to the monthly rentals in (1)
above, a cancellation fee equal to forty-two and seven tenths percent
(42.7%) of the original cost of the Equipment to Lessor, and at
Lessee's risk and expense shall have loaded the Equipment, property
packed for shipment, on board the carrier and delivered to the location
as Lessor shall specify, all to be completed on or before the Option
Date. As of the Option Date, the Lessee shall also provide Lessor with
a Letter of Maintainability from the manufacturer of the Equipment,
which letter shall state that the Equipment will be eligible for the
manufacturer's standard maintenance contract when sold or leased to a
third party.
In the event that Lessee elects to exercise the Early Termination
Option as set forth herein (and provided that all of the conditions set
forth have been met), the Lease shall
Initial: /s/ MP
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78
be terminated and Lessee shall have no further obligations to pay rent
to Lessor under the Lease. In the event that Lessee does not exercise
the Early Termination Option as of the Option Date (or in the event
that the conditions as set forth herein have not been met) the Lease
shall continue in full force and effect
DATE: August 12, 1997 DATE:
-------------------------------- ------------------------------
LESSEE: Eye Care Centers of America, Inc. LESSOR: Pacific Financial Company
by Xxxxxxx Capital Corporation,
General Partner
By: /s/ Xxxx Xxxxxxx By:
----------------------------------- --------------------------------
Its: CFO Its:
----------------------------------- --------------------------------
Initial: /s/ MP
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79
RIDER NO.2
TO EQUIPMENT SCHEDULE NO. 3
TO MASTER LEASE AGREEMENT NO. ECC0897
LESSEE: Eye Care Centers of America, Inc. LESSOR: Pacific Financial Company
00000 Xxxx Xxxxxx 000 X. Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000 Xxxx Xxxx Xxxx, XX 00000
GENERAL RETURN PROVISIONS
In addition to the provisions of Section 7 of the Master Lease Agreement
("Lease"), and provided that the Lessee has elected to exercise its Early
Termination Option contained in Rider No. I to Equipment Schedule No. 3 to
Master Lease Agreement No. ECC0897 the Lessee shall, at Lessee's expense:
1. At least sixty (60) days and not more than ninety (90) days prior to
expiration or earlier termination of the Lease, provide to Lessor a
detailed inventory of all pieces and components of the Equipment. The
inventory should include, but not be limited to, a listing of model and
serial numbers for all pieces and components of the Equipment having
serial or model numbers. For Equipment that cannot be identified by
model and/or serial numbers, the Lessee, shall provide plans, drawings,
detailed descriptions or other information adequately describing the
Equipment;
2. at least ninety (90) days prior to the early termination of the Lease,
upon receiving reasonable notice from Lessor, provide or cause the
vendor(s) or manufacturer(s) of equipment, to provide to Lessor the
following documents: (1) one set of service and operating manuals
including replacements and/or additional thereto, such that all
documentation is completely up-to-date; and (2) one set of documents,
detailing equipment configuration, operating requirements, maintenance
records, and other technical data concerning the set up and operation
of the Equipment, including replacements and/or additions thereto, such
that all documentation is completely up-to-date;
3. at least ninety (90) days prior to the early termination of the Lease,
upon receiving reasonable notice from Lessor, make the Equipment
available for on-site operational inspections by potential purchasers,
and provide personnel, power and other operations requirements
necessary to demonstrate electrical and mechanical systems for each
applicable item of the Equipment and all fixtures and related equipment
must be easily accessible;
Initial: /s/ MP
80
4. at least ninety (90) days prior to the early termination of the Lease,
cause the manufacturer's representative or a qualified equipment
maintenance provider, acceptable to Lessor, to perform a comprehensive
physical inspection, including viewing, examining and testing all
material and workmanship of the Equipment; and if during such
inspection, examination and testing, the authorized inspector finds any
of the Equipment to be defective, or the Equipment not operating within
the manufacturer's specifications, then the Lessee, shall repair or
replace all such defective material and, after corrective measures are
completed, the Lessee, will provide for a follow-up inspection of the
Equipment by the authorized inspector as outlined in the preceding
clause;
5. have each item of Equipment pertaining to all electronic/computer and
mechanical related equipment, returned with an in-depth field service
report detailing said inspection as in Section E of this Rider. The
report shall certify that the Equipment has been properly inspected,
examined and tested and is operating within the manufacturer's or other
qualified service provider's (acceptable to Lessor) specifications;
6. have all Equipment reconditioned, refurbished or refinished so as to be
in "as new condition" (subject to ordinary wear and tear). All
Equipment will be cleaned and cosmetically acceptable, with no
noticeable cracks, scratches or other visual or mechanical damage and
in such condition so that it may be immediately installed and placed
into use;
7. properly remove or treat all rust or corrosion, repair any water or
other damage to wood components and repair any damage to stained or
painted pieces (subject to ordinary wear and tear);
8. ensure all applicable food processing and preparation items of
Equipment will be completely steam-cleaned and de-greased and all other
Equipment will be completely cleaned and packaged according to
manufacturer or qualified service provider recommendations upon
redelivery;
9. properly remove all markings installed by Lessee;
10. ensure all Equipment and equipment operations conform to all applicable
local, state, and federal laws, health and safety guidelines;
11. the Equipment shall be de-installed and delivered to Lessor with all
component parts in good operating condition (subject to ordinary wear
and tear). All components must meet or exceed the manufacturer's
minimum recommended specifications unless otherwise specified;
Initial: /s/ MP
- 2 -
81
12. ensure the Equipment shall be mechanically structurally sound, capable
of performing the functions for which the Equipment was originally
designed, in accordance with the manufacturer's published and
recommended specifications (subject to ordinary wear and tear);
13. provide for the de-installation, packaging, transporting, and
certifying of the Equipment to include, but not be limited to, the
following: (1) the manufacturer's representative or other qualified
service provider acceptable to Lessor shall de-install all computer and
POS related Equipment (including all wire, cable and mounting hardware)
in accordance with the specifications of the manufacturer or qualified
service provider; (2) each item of Equipment will be returned with a
certificate of eligibility for such maintenance plan shall be
transferable to another operator of the Equipment; (3) the Equipment
shall be packed properly and in accordance with the manufacturer's or
other qualified service provider's (acceptable to Lessor)
recommendations; and (4) Lessee shall transport the Equipment in a
manner consistent with the manufacturer's recommendations and
practices;
14. upon sale of the Equipment to a third party, provide transportation to
the location anywhere in the continental United States selected by
Lessor;
15. obtain and pay for a policy of transit insurance for the redelivery
period in an amount equal to the replacement value of the Equipment and
Lessor shall be named as additional insured and the loss payee on all
such policies of insurance;
16. have the Equipment reassembled and installed at the location to which
it is redelivered in good operating condition and able to perform all
functions for which the Equipment is redesigned, and
17. provide insurance and safe, secure storage for the Equipment for one
hundred eighty (180) days after expiration or earlier termination of
the lease at ten (10) accessible locations satisfactory to Lessor,
subject to all terms and conditions of the Lease and the applicable
Equipment Schedule other than the obligation to make rental payments in
respect thereof.
DATE: August 12, 1997 DATE:
--------------------- -----------------------------
LESSEE: Eye Care Centers of America, Inc. LESSOR: Pacific Financial Company
by Xxxxxxx Capital Corporation,
General Partner
By: /s/ Xxxx Xxxxxxx By:
---------------------- ------------------------------
Its: CFO Its:
---------------------- ------------------------------
Initial: /s/ MP
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82
LESSOR: PACIFIC FINANCIAL COMPANY
EQUIPMENT: See Exhibit A attached hereto
LEASE NUMBER: ECC0897
SCHEDULE NO: 3
DATE OF LEASE: August 12, 1997
LESSEE: EYE CARE CENTERS OF AMERICA, INC.
ACKNOWLEDGMENT AND ACCEPTANCE
OF EQUIPMENT BY LESSEE
Lessee hereby acknowledges that the Equipment described above has been received
in good condition and repair, has been properly installed, tested, and
inspected, and is operating satisfactorily in all respects for all of Lessee's
intended uses and purposes. Lessee hereby accepts unconditionally and
irrevocably the Equipment.
By signature below, Lessee specifically authorizes and requests Lessor to make
payment to the supplier of the Equipment. Lessee agrees that said Equipment has
not been delivered, installed, or accepted on a trial basis.
WITH THE DELIVERY OF THIS DOCUMENT TO LESSOR, LESSEE ACKNOWLEDGES AND AGREES
THAT LESSEE'S OBLIGATIONS TO LESSOR BECOME ABSOLUTE AND IRREVOCABLE AND LESSEE
SHALL BE FOREVER ESTOPPED FROM DENYING THE TRUTHFULNESS OF THE REPRESENTATIONS
MADE IN THIS DOCUMENT.
DATE OF ACCEPTANCE: LESSEE: Eye Care Centers of America, Inc.
August 12, 1997 /s/ Xxxx Xxxxxxx, CFO
------------------- ----------------------
IMPORTANT: THIS DOCUMENT HAS I HEREBY AUTHORIZE N/A TO ORALLY
LEGAL AND FINANCIAL VERIFY MY/OUR ACCEPTANCE OF THE ABOVE
CONSEQUENCES TO YOU. DO NOT REFERENCED EQUIPMENT IN MY ABSENCE.
SIGN THIS DOCUMENT UNTIL YOU HAVE
ACTUALLY RECEIVED ALL OF
THE EQUIPMENT AND ARE
COMPLETELY SATISFIED WITH IT.
Initial: /s/ MP
83
EXHIBIT A
LEASE NO. ECC0897 SCHEDULE NO. 3
Equipment Description: All Equipment described herein,
together with all parts, accessories,
attachments, substitutions, repairs,
improvements, and replacements and any all
proceeds thereof, including, without
limitation, insurance proceeds.
EQUIPMENT LOCATION: EYEMASTERS, STORE #145; WESTROADS MALL
10,000 XXXXXXXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:
1 UV Cure Unit: S/N: 718
EQUIPMENT LOCATION: EYEMASTERS, STORE #146; OAKVIEW MALL
0000 X.000XX XX. #0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1502
1 UV Cure Unit: S/N: 719
EQUIPMENT LOCATION: EYEMASTERS, STORE #144; CROSSROADS MALL
0000 XXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1505
1 UV Cure Unit: S/N: 717
EQUIPMENT LOCATION: EYEMASTERS, STORE #166; EAST HILLS SHOPPING
CENTER
0000 XXXXXXXX XXXX., XX. 00
XX. XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1497
1 UV Cure Unit: S/N: 724
Initial: /s/ MP
- 2 -
84
EQUIPMENT LOCATION: EYEMASTERS, STORE #154; XXXX PARKWAY CENTER
0000 XXXX XXXXXXX, XX.0000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1498
1 UV Cure Unit: S/N: 723
EQUIPMENT LOCATION: EYEMASTERS, STORE #151; 000 XXXXX X. XXXX
XX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1499
1 UV Cure Unit: S/N: 721
EQUIPMENT LOCATION: EYEMASTERS, STORE #169; XXXXXXXXX MALL
0000 X. XXXXXXXXX, XXX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1489
1 UV Cure Unit: S/N: 716
EQUIPMENT LOCATION: EYEMASTERS, STORE #58; BOISE TOWN SQUARE
000 X. XXXXXXXXX XXX. 0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1396
1 UV Cure Unit: S/N: 621
EQUIPMENT LOCATION: EYEMASTERS, STORE #162; MAGIC VALLEY MALL
0000 XXXX XXXX XX. XXX. 000
XXXX XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1400
1 UV Cure Unit: S/N: 622
Initial: /s/ MP
- 3 -
85
EQUIPMENT LOCATION: EYEMASTERS, STORE #167; SILVER LAKE PLAZA
000 X. XXXXXXXX XXX.
XXXXX X'XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1382
1 UV Cure Unit: S/N: 625
EQUIPMENT LOCATION: EYEMASTERS, STORE #227; GREAT NORTHERN MALL
000 XXXXX XXXXXXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1428
1 UV Cure Unit: S/N: 632
EQUIPMENT LOCATION: EYEMASTERS, STORE #229; GREAT LAKES MALL
0000 XXXXXX XXX. #000
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1430
1 UV Cure Unit: S/N: 626
EQUIPMENT LOCATION: EYEMASTERS, STORE #230; PARMATOWN MALL
& PLAZA
0000 XXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1405
1 UV Cure Unit: S/N: 619
EQUIPMENT LOCATION: EYEMASTERS, STORE #231; XXXXXXX XXXX MALL
0000 XXXXXXX XXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1407
1 UV Cure Unit: S/N: 634
EQUIPMENT LOCATION: EYEMASTERS, STORE #232; RICHMOND MALL
000 XXXXXXXX XX.
XXXXXXXX XXXXXXX, XX 00000
Initial: /s/ MP
- 4 -
86
Quantity Description
1 UOC Mini II: S/N: 1388
1 UV Cure Unit: S/N: 623
EQUIPMENT LOCATION: EYEMASTERS, STORE #235; EUCID SQUARE MALL
000 XXXXX XXXXXX XXXX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1406
1 UV Cure Unit: S/N: 590
EQUIPMENT LOCATION: EYEMASTERS, STORE #236; MIDWAY MALL
0000 XXXXXX XXXX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1432
1 UV Cure Unit: S/N: 635
EQUIPMENT LOCATION: EYEMASTERS, STORE #237; CHAPEL HILL
0000 XXXXXXXX XX. XXX. 000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1404
1 UV Cure Unit: S/N: 627
EQUIPMENT LOCATION: EYEMASTERS, STORE #238; ROLLING ACRES MALL
0000 XXXXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:1409
1 UV Cure Unit: S/N: 639
EQUIPMENT LOCATION: EYEMASTERS, STORE #37; HERITAGE PARK MALL
0000 XXXX XX.
XXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1477
1 UV Cure Unit: S/N: 695
Initial: /s/ MP
- 5 -
87
EQUIPMENT LOCATION: EYEMASTERS, STORE #39; SOONER FASHION MALL
0000 X. XXXX XX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1495
1 UV Cure Unit: S/N: 712
EQUIPMENT LOCATION: EYEMASTERS, STORE #131; QUAIL SPRINGS MALL
0000 X. XXXXXXXX XX., XX. 000
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1493
1 UV Cure Unit: S/N: 714
EQUIPMENT LOCATION: EYEMASTERS, STORE #141; CROSSROADS MALL,
ST. 1150
0000 XXXXXXXXXX XXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1494
1 UV Cure Unit: S/N: 715
EQUIPMENT LOCATION: EYEMASTERS, STORE #198; NORTHPARK MALL
0000 X. XXX XXXX XX. XX. 000
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1470
1 UV Cure Unit: S/N: 689
EQUIPMENT LOCATION: EYEMASTERS, STORE #199; METROCENTER MALL
0000 XXXXXXXXXXX, #000
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1467
1 UV Cure Unit: S/N: 690
Initial: /s/ MP
- 6 -
88
EQUIPMENT LOCATION: EYEMASTERS, STORE #225; TURTLE CREEK MALL
0000 XXXXXX XXXXX XX. #000
XXXXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1474
1 UV Cure Unit: S/N: 693
EQUIPMENT LOCATION: EYEMASTERS, STORE #153; XXXXXXX SOUTH
S.C. MALL
0000 XXXXXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1500
1 UV Cure Unit: S/N: 722
EQUIPMENT LOCATION: EYEMASTERS, STORE #117; TOWNE EAST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1491
1 UV Cure Unit: S/N: 710
EQUIPMENT LOCATION: EYEMASTERS, STORE #118; TOWNE WEST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1492
1 UV Cure Unit: S/N: 711
EQUIPMENT LOCATION: EYEMASTERS, STORE #226; MISSION CENTER
0000 XXXXXXX XX. #000
XXXXXXX XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1529
1 UV Cure Unit: S/N: 749
EQUIPMENT LOCATION: EYEMASTERS, STORE #152; OAK PARK MALL
00000 XXXX 00XX XX.
XXXXXXXX XXXX, XX 00000
Initial: /s/ MP
- 7 -
89
Quantity Description
1 UOC Mini II: S/N: 1496
1 UV Cure Unit: S/N: 713
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #57; HERITAGE MALL
0000 00XX XXX. XX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1395
1 UV Cure Unit: S/N: 612
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #59;
ROGUE VALLEY MALL
0000 X. XXXXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1394
1 UV Cure Unit: S/N: 616
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #81; XXXXX CENTR
0000 XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1398
1 UV Cure Unit: S/N: 606
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #140;
VALLEY RIVER CTR.
000 XXXXXX XXXXX XXX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1397
1 UV Cure Unit: S/N: 614
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #175; LANCASTER MALL
000 XXXXXXXXX XX. XX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1399
1 UV Cure Unit: S/N: 618
Initial: /s/ MP
- 8 -
90
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #176;
CLACKAMAN TOWN CTR.
00000 XX 00XX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1431
1 UV Cure Unit: S/N: 629
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #178; BEAVERTON MALL
0000 XX XXXXX XXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1390
1 UV Cure Unit: S/N: 611
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #179; XXXXXXX XXXXX
XXXXX X-0
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1393
1 UV Cure Unit: S/N: 613
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #181;
XXXXXXX BEACH CTR.
0000 XXXXXXX XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1385
1 UV Cure Unit: S/N: 620
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #182;
BINYONS EYEWORLD DOWNTOWN
000 XX XXXXXXXX XX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1401
1 UV Cure Unit: S/N: 624
Initial: /s/ MP
- 9 -
91
EQUIPMENT LOCATION: EYEMASTERS, STORE #251;
TANASBOURNE TOWN CTR.
00000 XXXXXXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1429
1 UV Cure Unit: S/N: 637
Initial: /s/ MP
- 10 -
92
INSURANCE CERTIFICATION
TO: Agent's Name:______________________________ Date: _______
Address:____________________________________ Lease No: ECC0897
Schedule No.: 3
City:______________________ State: __ Zip: _____
Area Code/Phone No:____________________
FROM: Eye Care Centers of America, Inc.
00000 Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Gentlemen:
We have entered into a lease agreement with Pacific Financial Company for the
following equipment with a value of $508,294.50.
Equipment: See Exhibit A attached hereto and made a part hereof.
This equipment is located at: See Exhibit A attached hereto for location(s) of
Equipment
This is a net lease and we are responsible for the insurance cost. Please see
that we have immediate coverage and notify Pacific Financial Company at once in
the form of a copy of the insurance policy or a Certificate of Insurance. If the
latter is sent, please include therein the standard 10 day notice of
cancellation clause.
XX PHYSICAL DAMAGE: Insurance is to be provided for fire, theft, extended
coverage, vandalism and malicious mischief for the full value of the
equipment. Pacific Financial Company is to be named as BOTH Loss Payee
AND Additional Insured as interests may appear.
XX LIABILITY: Coverage should be written with minimum limits of
$100,000/$300,000 for BODILY INJURY and $50,000 property damage. Pacific
Financial Company is to be named as BOTH Loss Payee AND Additional Insured.
____ TITLED VEHICLE LIMITS: The minimum limits for each vehicle lease shall be:
Bodily injury liability per individual $500,000.00
Bodily injury liability per accident $500,000.00
Initial: /s/ MP
- 11 -
93
Property damage liability $250,000.00
Property injury liability per accident $250,000.00
Fire, Theft, and Comprehensive Full
If you have any questions, please do not hesitate to call Pacific Financial
Company at (000)000-0000.
Thank you,
By: /s/ Xxxx Xxxxxxx Title: CFO
----------------- --------
Initial: /s/ MP
- 12 -
94
EXHIBIT A
LEASE NO. ECC0897 SCHEDULE NO. 3
Equipment Description: All Equipment described herein,
together with all parts, accessories,
attachments, substitutions, repairs,
improvements, and replacements and any all
proceeds thereof, including, without
limitation, insurance proceeds.
EQUIPMENT LOCATION: EYEMASTERS, STORE #145; WESTROADS MALL
10,000 XXXXXXXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:
1 UV Cure Unit: S/N: 718
EQUIPMENT LOCATION: EYEMASTERS, STORE #146; OAKVIEW MALL
0000 X.000XX XX. #0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1502
1 UV Cure Unit: S/N: 719
EQUIPMENT LOCATION: EYEMASTERS, STORE #144; CROSSROADS MALL
0000 XXXXX XX. #000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1505
1 UV Cure Unit: S/N: 717
EQUIPMENT LOCATION: EYEMASTERS, STORE #166;
EAST HILLS SHOPPING CENTER
0000 XXXXXXXX XXXX., XX. 00
XX. XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1497
1 UV Cure Unit: S/N: 724
Initial: /s/ MP
- 13 -
95
EQUIPMENT LOCATION: EYEMASTERS, STORE #154; XXXX PARKWAY CENTER
0000 XXXX XXXXXXX, XX.0000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1498
1 UV Cure Unit: S/N: 723
EQUIPMENT LOCATION: EYEMASTERS, STORE #151; 000 XXXXX X. XXXX
XX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1499
1 UV Cure Unit: S/N: 721
EQUIPMENT LOCATION: EYEMASTERS, STORE #169; XXXXXXXXX MALL
0000 X. XXXXXXXXX, XXX. 000
XXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1489
1 UV Cure Unit: S/N: 716
EQUIPMENT LOCATION: EYEMASTERS, STORE #58; BOISE TOWN SQUARE
000 X. XXXXXXXXX XXX. 0000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1396
1 UV Cure Unit: S/N: 621
EQUIPMENT LOCATION: EYEMASTERS, STORE #162; MAGIC VALLEY MALL
0000 XXXX XXXX XX. XXX. 000
XXXX XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1400
1 UV Cure Unit: S/N: 622
Initial: /s/ MP
- 14 -
96
EQUIPMENT LOCATION: EYEMASTERS, STORE #167; SILVER LAKE PLAZA
000 X. XXXXXXXX XXX.
XXXXX X'XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1382
1 UV Cure Unit: S/N: 625
EQUIPMENT LOCATION: EYEMASTERS, STORE #227; GREAT NORTHERN MALL
000 XXXXX XXXXXXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1428
1 UV Cure Unit: S/N: 632
EQUIPMENT LOCATION: EYEMASTERS, STORE #229; GREAT LAKES MALL
0000 XXXXXX XXX. #000
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1430
1 UV Cure Unit: S/N: 626
EQUIPMENT LOCATION: EYEMASTERS, STORE #230;
PARMATOWN MALL & PLAZA
0000 XXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1405
1 UV Cure Unit: S/N: 619
EQUIPMENT LOCATION: EYEMASTERS, STORE #231; XXXXXXX XXXX MALL
0000 XXXXXXX XXXX XXXX
XXXXX XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1407
1 UV Cure Unit: S/N: 634
EQUIPMENT LOCATION: EYEMASTERS, STORE #232; RICHMOND MALL
000 XXXXXXXX XX.
XXXXXXXX XXXXXXX, XX 00000
Initial: /s/ MP
- 15 -
97
Quantity Description
1 UOC Mini II: S/N: 1388
1 UV Cure Unit: S/N: 623
EQUIPMENT LOCATION: EYEMASTERS, STORE #235; EUCID SQUARE MALL
000 XXXXX XXXXXX XXXX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1406
1 UV Cure Unit: S/N: 590
EQUIPMENT LOCATION: EYEMASTERS, STORE #236; MIDWAY MALL
0000 XXXXXX XXXX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1432
1 UV Cure Unit: S/N: 635
EQUIPMENT LOCATION: EYEMASTERS, STORE #237; CHAPEL HILL
0000 XXXXXXXX XX. XXX. 000
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1404
1 UV Cure Unit: S/N: 627
EQUIPMENT LOCATION: EYEMASTERS, STORE #238; ROLLING ACRES MALL
0000 XXXXX XX.
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N:1409
1 UV Cure Unit: S/N: 639
EQUIPMENT LOCATION: EYEMASTERS, STORE #37; HERITAGE PARK MALL
0000 XXXX XX.
XXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1477
1 UV Cure Unit: S/N: 695
Initial: /s/ MP
- 16 -
98
EQUIPMENT LOCATION: EYEMASTERS, STORE #39; SOONER FASHION MALL
0000 X. XXXX XX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1495
1 UV Cure Unit: S/N: 712
EQUIPMENT LOCATION: EYEMASTERS, STORE #131; QUAIL SPRINGS MALL
0000 X. XXXXXXXX XX., XX. 000
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1493
1 UV Cure Unit: S/N: 714
EQUIPMENT LOCATION: EYEMASTERS, STORE #141; CROSSROADS MALL,
ST. 1150
0000 XXXXXXXXXX XXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1494
1 UV Cure Unit: S/N: 715
EQUIPMENT LOCATION: EYEMASTERS, STORE #198; NORTHPARK MALL
0000 X. XXX XXXX XX. XX. 000
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1470
1 UV Cure Unit: S/N: 689
EQUIPMENT LOCATION: EYEMASTERS, STORE #199; METROCENTER MALL
0000 XXXXXXXXXXX, #000
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1467
1 UV Cure Unit: S/N: 690
Initial: /s/ MP
- 17 -
99
EQUIPMENT LOCATION: EYEMASTERS, STORE #225; TURTLE CREEK MALL
0000 XXXXXX XXXXX XX. #000
XXXXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1474
1 UV Cure Unit: S/N: 693
EQUIPMENT LOCATION: EYEMASTERS, STORE #153;
XXXXXXX SOUTH S.C. MALL
0000 XXXXXXX
XXXXXXXX XXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1500
1 UV Cure Unit: S/N: 722
EQUIPMENT LOCATION: EYEMASTERS, STORE #117; TOWNE EAST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1491
1 UV Cure Unit: S/N: 710
EQUIPMENT LOCATION: EYEMASTERS, STORE #118; TOWNE WEST SQUARE
0000 X. XXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1492
1 UV Cure Unit: S/N: 711
EQUIPMENT LOCATION: EYEMASTERS, STORE #226; MISSION CENTER
0000 XXXXXXX XX. #000
XXXXXXX XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1529
1 UV Cure Unit: S/N: 749
EQUIPMENT LOCATION: EYEMASTERS, STORE #152; OAK PARK MALL
00000 XXXX 00XX XX.
XXXXXXXX XXXX, XX 00000
Initial: /s/ MP
- 18 -
100
Quantity Description
1 UOC Mini II: S/N: 1496
1 UV Cure Unit: S/N: 713
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #57; HERITAGE MALL
0000 00XX XXX. XX
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1395
1 UV Cure Unit: S/N: 612
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #59;
ROGUE VALLEY MALL
0000 X. XXXXXXXXX
XXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1394
1 UV Cure Unit: S/N: 616
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #81; XXXXX CENTR
0000 XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1398
1 UV Cure Unit: S/N: 606
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #140;
VALLEY RIVER CTR.
000 XXXXXX XXXXX XXX.
XXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1397
1 UV Cure Unit: S/N: 614
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #175; LANCASTER MALL
000 XXXXXXXXX XX. XX
XXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1399
1 UV Cure Unit: S/N: 618
Initial: /s/ MP
- 19 -
101
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #176;
CLACKAMAN TOWN CTR.
00000 XX 00XX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1431
1 UV Cure Unit: S/N: 629
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #178; BEAVERTON MALL
0000 XX XXXXX XXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1390
1 UV Cure Unit: S/N: 611
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #179; XXXXXXX XXXXX
XXXXX X-0
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1393
1 UV Cure Unit: S/N: 613
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #181;
XXXXXXX BEACH CTR.
0000 XXXXXXX XXXXX XXX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1385
1 UV Cure Unit: S/N: 620
EQUIPMENT LOCATION: BINYONS EYEWORLD, STORE #182;
BINYONS EYEWORLD DOWNTOWN
000 XX XXXXXXXX XX.
XXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1401
1 UV Cure Unit: S/N: 624
Initial: /s/ MP
- 20 -
102
EQUIPMENT LOCATION: EYEMASTERS, STORE #251;
TANASBOURNE TOWN CTR.
00000 XXXXXXXXX XXXX.
XXXXXXXXX, XX 00000
Quantity Description
1 UOC Mini II: S/N: 1429
1 UV Cure Unit: S/N: 637
Initial: /s/ MP
- 21 -
