Exhibit 10.19
SCHEDULE ▇▇. ▇▇▇-▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇
THIS SCHEDULE NO. 001-000 (this "Schedule") dated as of July 6, 2000, by and
between CISCO SYSTEMS CAPITAL CORPORATION ("Lessor"), having its principal place
of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, fax number
▇▇▇-▇▇▇-▇▇▇▇, and C Me Run Corp. ("Lessee") having its principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, , ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, supplements that
certain Master Agreement to Lease Equipment No. 2760 dated as of March 21, 2000
(the "Agreement," and together with this Schedule, the "Lease") between Lessor
and Lessee, incorporated herein by this reference. Capitalized terms not
otherwise defined herein have the meanings specified in the Agreement.
1. EQUIPMENT DESCRIPTION. Quantity, manufacturer, and model of the Equipment
subject to this Schedule are as specified at Annex A hereto, and the serial
number is as specified at Annex A or in the applicable Certificate of
Acceptance. Unless otherwise specified at Annex A, the Equipment is new.
2. EQUIPMENT LOCATION. The Equipment shall at all times be installed or located
at the location specified in Annex A or in the applicable Certificate of
Acceptance, or such other location as is permitted under the Agreement.
3. EQUIPMENT COST. The "Equipment Cost" for any item of Equipment is the sum of
(a) the equipment purchase price specified in the invoice now or hereafter
issued by the Vendor in relation to the Equipment, plus (b) all taxes, shipping,
insurance, installation, cabling, maintenance, software and related expenses to
the extent paid or financed by Lessor in its discretion (collectively, "Soft
Costs") and as may be reflected in Annex A hereto. The aggregate Equipment Cost
for all Equipment under this Schedule is $386,150.00.
4. RENTAL PAYMENT AMOUNT. Based on the aggregate Equipment Cost above and the
lease payment factor(s) set forth below, the monthly rental payment in respect
of the Equipment is $11,159.74 ("Rent"):
Equipment Rental Factor: 0.0289
5. LEASE TERM. The "Lease Term" of this Lease shall begin on the Commencement
Date and shall consist of an "Original Term" equal to thirty-six (36) months
and, if this is an FMV Lease (as defined in Paragraph 8), the Original Term
shall automatically be extended on a month-to-month basis (each, an "Extended
Term") unless either party notifies the other not later than 30 days prior to
the end of the Lease Term or any extension thereof of its election not to extend
such lease term or extended term. If this is not an FMV Lease, the Lease Term
shall end at the end of the Original Term. The "Commencement Date" of this Lease
shall be the earlier to occur of (a) the execution date specified in the
certificate of acceptance, if any, delivered by Lessee ("Certificate of
Acceptance") relating to the Equipment, or if the Equipment is delivered in
multiple shipments, relating to the last item of Equipment delivered to Lessee,
or (b) 08/01/2000. Notwithstanding any provision to the contrary contained in
any Lease Document, Lessee shall be deemed to have irrevocably accepted, for
purposes of the Lease, the Equipment on the Commencement Date. Lessee agrees to
complete, sign and return to Lessor any Certificate of Acceptance
2.
sent to Lessee, within five days of Lessee's receipt and acceptance, or deemed
acceptance, of the relevant Equipment, and, if Lessee fails to do so, Lessee
shall (i) be deemed to have accepted and ratified such Certificate of Acceptance
and (ii) be deemed to have authorized Lessor as attorney-in-fact, coupled with
an interest, to complete and sign the Certificate of Acceptance on behalf and in
the name of Lessee.
6. RENT PAYMENTS. Rent for the Original Term shall be payable in thirty-six (36)
consecutive, equal monthly payments in advance, on the first day of each such
period, commencing with the first day of the calendar month immediately
following the Commencement Date (unless the Commencement Date is the first day
of the month and rent is payable in advance, in which case the first Rent
payment shall be due on such date). Lessor agrees that no Rent shall be payable
for any period prior to the Commencement Date or for the period from the
Commencement Date (provided such date is not the first day of the month) until,
but not including, the first day of the calendar month immediately following the
Commencement Date. Unless otherwise agreed in writing by the Lessor at such
time, the Rent for any Extended Term shall be payable monthly, in advance, and
shall be in a daily-equivalent amount equal to that of the original Rent,
adjusted, as applicable, for Soft Costs.
7. END OF TERM PURCHASE OPTION PRICE. Lessee may or shall, as the case may be,
purchase the Equipment in accordance with the terms of Paragraph 8 for the
following amount (as checked and completed by Lessor):
|_| (a) $_______
X (b) Fair Market Value (as defined in Paragraph 8)
8. END OF TERM PURCHASE OPTION.
(a) If option (b) is selected at Paragraph 7, this Lease shall be deemed
an "FMV Lease" and Lessee shall have an end of term purchase option as
follows. (If no option is selected at Paragraph 7, option (b) shall be
deemed to apply.) Provided this Lease has not been terminated earlier and
there exists no Event of Default or event which with notice, lapse of time
or both, would be an Event of Default, not earlier than 90 days and not
later than 30 days before the end of the Original Term, Lessee may deliver
to Lessor an irrevocable notice electing to purchase some, but not
necessarily all of the Equipment at the end of the Original Term for an
amount equal to the amount specified in the provision selected (or deemed
selected) in Paragraph 7, which amount Lessee shall pay to Lessor on the
last day of the Original Term. Such notice shall set forth a description
of the Equipment to be purchased and the Equipment to be returned. If no
such notice is delivered by Lessee to Lessor within such period, Lessee
shall be deemed to have waived any right to purchase such Equipment.
(b) If option (a) of Paragraph 7 is selected, Lessee shall pay Lessor the
amount specified in such option on the last day of the Original Term.
(c) Upon full payment to it of the amount specified in clause (a) or (b)
of this Paragraph 8, Lessor shall transfer its right, title and interest
in and to such Equipment to Lessee without recourse or warranty, except
that Lessor shall warrant that such Equipment is free and clear of any
lien or encumbrance arising by or through Lessor.
(d) "Fair Market Value" shall mean the value which would obtain in an
arm's-length transaction between an informed and willing buyer-user (other
than a lessee currently in possession or a used equipment dealer) under no
compulsion to buy, and an informed and willing seller under no
3.
compulsion to sell and, in such determination, costs of removal from the
location of current use shall not be a deduction from such value. Fair
Market Value shall be determined by the mutual agreement of Lessor and
Lessee in accordance with the preceding sentence or, if Lessee and Lessor
cannot agree within 20 days after Lessee's notice of election to purchase
under clause (a) of this Paragraph 8, by a qualified independent equipment
appraiser selected by Lessor, at Lessee's cost.
9. CASUALTY VALUE. The Casualty Value of the Equipment shall at any time be the
greater of (a) Fair Market Value at such time; or (b) as of the date of shipment
from the manufacturer, 1.10% of Equipment Cost, such amount to decrease from
month to month thereafter by 1.69% of Equipment Cost.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be duly
executed by their authorized representatives as of the date first above written.
Each signatory of the Lessee represents that he or she is authorized to execute
and deliver this Schedule on behalf of Lessee.
CISCO SYSTEMS CAPITAL CORPORATION, C Me Run Corp., Lessee
Lessor
By: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ ------------------------------
Title: Title: Treasurer & CFO
--------------------------- ---------------------------
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Title: President
---------------------------
4.
ANNEX A
TO
SCHEDULE NO. 1
TO
MASTER AGREEMENT NO. 2760
EQUIPMENT INVOICES, DESCRIPTION, COST AND LOCATION
Lessor: Cisco Systems Capital Corporation
Lessee: C ME RUN CORP.
As set forth below:
Cust P0# P.O. Amount Vendor Invoice # Invoice Date
-------------------------------------------------------------------
CSC-10319 $388,150.00 Dimension Data 33000 06/22/2000
is the VAR
Equipment Shipping/ Invoice Ship to City/State Installed Location if
Description Subtotal Taxes Handling Amount Location different
------------------------------------------------------------------------------------------------------------------------
Cisco Cataylist 6509 386,150.00 0.00 0.00 $386,150.00 ▇▇▇▇▇▇, MA
------------------------------------------------- ------------------------
Totals 386,150.00 0.00 0.00 386,150.00 01719
===========================================================================
LEASE PAYMENTS:
Equipment Total: 386,150.00 X LRF = $11,159.74
Monthly Lease Payment: 11,159.74
Total Financed: $386,150.00
Total Monthly Payment: $11,159.74
Term: 36 months
Type: FMV
Final Shipment Date: 06/22/2000
Deemed Acceptance Date: 07/06/2000
Commencement Date: 08/01/2000
Page 1
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------
PG INV NO INV DATE
Sales & Admin (▇▇▇) ▇▇▇-▇▇▇▇ ------------------------------------
Service & Rtns (▇▇▇) ▇▇▇-▇▇▇▇ 1 INV00033000 6/22/00 [LOGO]
--------------------------------------------------------------------------------
DIMENSION
_____ DATA
SOLD CISCO SYSTEMS CAPITAL CORP SHIP cMeRun
TO: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ DRIVE TO: ONE CABOT STREET
MS SJC2/3 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------------------------------------------------------------
ORDER ORDER CUST. SALES SHIP SHIP TERMS
NO DATE NO PERSON P0# VIA DATE
---------------------------------------------------------------------------------------------------
CSC-10319 NET 30 DAYS
---------------------------------------------------------------------------------------------------
QTY ORDERED PRICE UNIT UNIT PRICE
----------- ITEM NO. ITEM ---------------------------
QTY SHIPPED QUANTITY BACK ORD. DESCRIPTION ITEM DISC EXTENDED PRICE
---------------------------------------------------------------------------------------------------
2.0000 CISCO CATAYLIST 6509 W/MSFC.PFC SUPERVISORY $83,823.00
2.0000 MODULE, MEMORY, SOFTWARE & POWER SUPPLY $167,646.00
2.0000 CISCO 21620 ROUTER W/ TI INTERFACE CARD $4,860.00
2.0000 $9,720.00
2.0000 CISCO PIX FIREWALL $20,250.00
2.0000 $40,500.00
2.0000 LOCAL DIRECTOR 430 W/ FAIL OVER CABLE $18,850.00
2.0000 $37,700.00
2.0000 CISCO SECURE IDS FAST ETHERNET SENSER $14,250.00
2.0000 $28,500.00
1.0000 CISCO SWITCHPROBE $13,498.00
1.0000 $13,498.00
4.0000 COISCO GIGABIT ETHERNET ADAPTER FOR $800.00
4.0000 LOCAL DIRECTOR $3,200.00
1.0000 CWSI CAMPUS 2.4 BUNDLED W/ESSENTIALS 2.2 $7,496.00
1.0000 FOR NT $7,496.00
1.0000 CISCO SECURE SCANNER $495.00
1.0000 $495.00
1.0000 CISCO SECURE MANAGER $4,995.00
1.0000 $4,995.00
---------------------------------------------------------------------------------------------------
TOTAL $313,750.00
Remit to: MISC CHARGES
DIMENSION DATA FREIGHT
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SALES TAX AT
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ TOTAL $313,750.00
PAYMENT REC'D
BALANCE DUE
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------
PG INV NO INV DATE
Sales & Admin (▇▇▇) ▇▇▇-▇▇▇▇ ------------------------------------
Service & Rtns (▇▇▇) ▇▇▇-▇▇▇▇ 2 INV00033000 6/22/00 [LOGO]
--------------------------------------------------------------------------------
DIMENSION
_____ DATA
SOLD CISCO SYSTEMS CAPITAL CORP SHIP cMeRun
TO: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ DRIVE TO: ONE CABOT STREET
MS SJC2/3 ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------------------------------------------------------------
ORDER ORDER CUST. SALES SHIP SHIP TERMS
NO DATE NO PERSON P0# VIA DATE
---------------------------------------------------------------------------------------------------
CSC-10319 NET 30 DAYS
---------------------------------------------------------------------------------------------------
QTY ORDERED PRICE UNIT UNIT PRICE
----------- ITEM NO. ITEM ---------------------------
QTY SHIPPED QUANTITY BACK ORD. DESCRIPTION ITEM DISC EXTENDED PRICE
---------------------------------------------------------------------------------------------------
BALANCE FORWARD $313,750.00
2.0000 ATLIGA VPN GATEWAY $15,200.00
2.0000 $30,400.00
1.0000 SITE INSTALLATION $42,000.00
1.0000 $42,000.00
---------------------------------------------------------------------------------------------------
TOTAL $386,150.00
Remit to: MISC CHARGES
DIMENSION DATA FREIGHT
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SALES TAX AT
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ TOTAL $386,150.00
PAYMENT REC'D
BALANCE DUE
----------------------------------------
