Exhibit 10.32
SCHEDULE A
Schedule forming part of a Lease between The Fifth Third Bank of Western Ohio,
Lessor, and Xxxxxxxxx Foods Venture, L.P., Lessee, dated April 10, 1995.
A. EQUIPMENT LEASED:
1 - Metal Detector S/N 89330 15313 4849
1 - Panasonic DBS 96 Phone System
1 - Formax 26 Machine S/N 24C---58
EQUIPMENT COST: $157,815.33 + tax
B. TERM: Unless sooner terminated as set forth in the Lease, the term of the
Lease respecting each item of equipment listed on this Schedule shall
commence on October 8, 1996 and shall expire on September 8, 2001.
C. RENT: As rent for the equipment, Lessee shall pay Lessor the total rentals
payable of $171,586.20 except as otherwise provided in the Lease or in this
Schedule. Rent shall be payable in 60 installments as follows: 60 rentals
in the amount of $2,859.77 per month plus sales/use tax, if applicable,
with first payment commencing on October 8, 1996 and the final rental due
and payable on or before the expiration or sooner termination of this
Lease.
D. LOCATION: The above described equipment shall be located at 000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.
E. DEPRECIABLE LIFE: The Lessor has assumed a depreciable life of five (5)
years in computing the rents listed above.
F. SPECIAL TERMS AND CONDITIONS: Addendum I, Addendum II and Equipment Lease
Rider Return Provisions.
XXXXXXXXX FOODS VENTURE, L.P. THE FIFTH THIRD BANK OF WESTERN OHIO
Lessee Lessor
By: /s/ X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Title: President Title: Senior Vice President
Date: October 8, 1996
ADDENDUM I
THIS ADDENDUM is intended to be attached to and the terms hereof are
incorporated into that certain Lease Agreement dated April 10, 1995, and
Schedule A thereto, dated October 8, 1996 (the "Schedule"), between Xxxxxxxxx
Foods Venture, L.P. ("Lessee") and The Fifth Third Bank of Western Ohio
("Lessor").
END OF BASIC TERM OPTIONS: At the end of the initial term of the Schedule (the
"Basic Term Expiration Date"), so long as no Event of Default has occurred and
the Lease has not been earlier terminated, Lessee shall exercise one of the
following options:
(a) Extension Option. Lessee may extend the term of the Lease beyond the
Basic Term Expiration Date with respect to all, but not less than all, of the
Equipment covered by this Addendum for eight months ("Secondary Term") and
Lessee shall pay rent of $2,988.77 per month of the Secondary Term ("Secondary
Term Rent") in the same manner as the initial term.
(b) Purchase Option. Upon receipt of written notice to Lessor at least
ninety (90) but no more than one hundred eighty (180) days prior to the Basic
Term Expiration Date, Lessee may purchase all, but not less than all, of the
Equipment covered by the Schedule on an "AS IS WHERE IS BASIS" for a purchase
price (the "Purchase Price") to be paid to Lessor in an amount equal to the
greater of (i) fifteen percent (15%) of the Invoice Cost (plus all applicable
taxes) or (ii) the then Fair Market Value of the Equipment (plus all applicable
taxes). On the Basic Term Expiration Date, Lessor shall receive in cash the
full Purchase Price (plus all applicable taxes) together with any Rent or other
sums then due under the Lease on such date. Lessee shall be deemed to have
waived this option if it fails to timely provide Lessor with the required
written notice of its election to exercise the same within fifteen (15) days
after Fair Market Value is determined (by agreement or appraisal). If Lessee
does not elect to purchase the Equipment then it shall be deemed to elect to
extend the Extension Option.
END OF SECONDARY TERM OPTIONS: At the end of the Secondary Term, so long as no
Event of Default has occurred, Lessee shall exercise one of the following
options:
(a) So long as no Event of Default has occurred and the Lease has not been
earlier terminated, Lessee may, at the expiration of the Secondary Term,
provided written notice has been given to Lessor at least ninety (90) days but
not more than one hundred eighty (180) days prior to the end of the Secondary
Term, purchase all, but not less than all, of the Equipment in this Schedule on
an "AS IS WHERE IS BASIS" for a purchase price (the "Purchase Price") to be paid
in cash in an amount equal to the then Fair Market Value (plus all applicable
taxes); or
(b) Lessee may return the Equipment in accordance with Section of the Lease
entitled "Return of Equipment"; or
(c) Lessee may renew the Lease at a term and rate to be negotiated by the
parties based on the Fair Market Value of the Equipment.
Notwithstanding any election of Lessee to purchase, the provisions of this Lease
shall continue in full force and until the passage of ownership of the Equipment
upon the date of purchase. On the date of purchase, Lessor shall deliver to
Lessee a bill of sale transferring and assigning to Lessee without recourse or
warranty, except (with respect to the status of title conveyed) in respect of
Xxxxxx's acts, all of Lessor's rights, title and interest in and to the
Equipment. Lessor shall not be required to make and may specifically disclaim
any representation or warranty as to the condition of the Equipment or any other
matters.
XXXXXXXXX FOODS VENTURE, L.P. THE FIFTH THIRD BANK OF WESTERN OHIO
Lessee Lessor
By: /s/ X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
-------------------------- --------------------------------
Title: President Title: Senior Vice President
Date: 10/9/96
ADDENDUM II
TO SCHEDULE A DATED October 8, 1996
BETWEEN THE FIFTH THIRD BANK OF WESTERN OHIO, LESSOR and
Xxxxxxxxx Foods Venture, L.P., LESSEE
For good and valuable consideration, the parties hereto agree to modify and
amend the above referenced Master Lease Agreement as follows:
The Lessee shall have the option to choose the final appraiser for equipment
evaluation at Lease expiration.
XXXXXXXXX FOODS VENTURE, L.P. THE FIFTH THIRD BANK OF WESTERN OHIO
Lessee Lessor
By: /s/ X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------ ------------------------------
Title: President Title: Senior Vice President
EQUIPMENT LEASE RIDER
RETURN PROVISIONS
This Equipment Lease Rider shall be attached to and the provisions herein shall
be incorporated into the terms and provisions of the Equipment Lease dated April
10, 1995, between The Fifth Third Bank of Western Ohio and XXXXXXXXX FOODS
VENTURE, L.P. and shall be specifically applicable to Equipment described on
Schedule A attached thereto.
Xxxxxx and Xxxxxx hereby agree as follows:
1. MAINTENANCE. During the term of the Lease, the Equipment must be
operated in accordance with the manufacturer's specifications and in a manner
which would not limit any manufacturer's warranty thereon. All components,
fuels and fluids installed on or used in connection with the Equipment must meet
the manufacturer's minimum standards.
2. NOTIFICATION OF RETURN.
(a) At the expiration of the term of the Lease or any renewal term
thereof, or earlier termination thereof, Lessee shall return all, but not less
than all, of the Equipment.
(b) Lessee shall provide Lessor with at least 180 days prior written
notice of its intent to return the Equipment ("Notice of Return").
(c) Such Notice of Return will contain a detailed inventory of the
Equipment and all components thereof, including a listing of model and serial
number of all components comprising the Equipment.
3. INSPECTION. At any time after receipt of the Notice of Return, Lessor
shall have the right during normal business hours to inspect the Equipment.
Lessee shall cooperate with Lessor in scheduling such inspection and in making
the Equipment available for inspection by Lessor or its agents.
4. LOCATION. On or before the expiration date of the Lease, or any
renewal term thereof, Lessee shall return the Equipment, at Lessee's cost and
expense, to any location designated by Lessor.
5. RECORDS. Upon delivery of each item of Equipment, Lessee shall
deliver to Lessor all maintenance records and all other similar documents
pertaining to the Equipment.
6. TRANSPORTATION. The Equipment will be transported in accordance with
the manufacturer's recommendations and applicable government laws, rules and
regulations.
7. PACKING. The Equipment shall be deinstalled and packed by or under
the supervision of the manufacturer or such other person(s) designated by
Lessor, all in accordance with the manufacturer's recommendations.
8. REPORT. At least sixty (60) days prior to the scheduled date of
return and redelivery, Lessee shall, at its own cost and expense, provide Lessor
with the report of a certified dealer or manufacturer of the Equipment, or such
other qualified party reasonably acceptable to Lessor, stating that such person
has performed an inspection and testing of the Equipment and that such Equipment
is in the condition required by the Lease.
9. CONDITION OF THE EQUIPMENT. Upon delivery of each item of Equipment,
the Equipment shall be:
(a) cleaned and treated with respect to rust, corrosion and
appearance in accordance with manufacturer's recommendations and consistent
with the best practices of dealers in used Equipment similar to the
Equipment and shall be free of all advertising and insignia placed thereon
by Lessee;
(b) mechanically and structurally sound, capable of performing the
functions for which it was originally designed and able to operate, lift,
transport or otherwise move in all directions as designed with no loss of power
and no excessive emission of exhaust at ignition or starting of the machinery.
(c) accompanied by a detailed inventory of the Equipment (including
the model and serial number of each major component thereof), including,
without limitation, all internal circuit boards and software features;
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(d) complete with a current set of all manuals, blue prints, process flow
diagrams, Equipment configuration diagrams, maintenance records and other data
reasonably requested by Lessor concerning the configuration and operation of the
Equipment.
(e) accompanied by a certification of the manufacturer or of a maintenance
provider acceptable to Lessor that the Equipment (a) has been tested and is
operational in accordance with manufacturer's specifications (together with a
report detailing the condition of the Equipment, the results of such test(s) and
inspection(s) and (b) that the Equipment qualifies for the manufacture's used
Equipment maintenance program, if applicable.
Xxxxxx and Xxxxxx have executed this Rider to Lease on the 8th day of October,
1996.
LESSEE: XXXXXXXXX FOODS VENTURE, L.P. LESSOR: THE FIFTH THIRD BANK
OF WESTERN OHIO
By: /s/ X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------- ------------------------
Its: President Its: Senior Vice President
Page 2 of 2
BILL OF SALE
In consideration of the sum of one hundred and fifty-seven thousand, eight
hundred and fifteen dollars and thirty-three cents ($157,815.33), Xxxxxxxxx
Foods Venture, L.P., Xxxxxx, has bargained and sold, and by these presents does
hereby grant and convey unto The Fifth Third Bank of Western Ohio, its
successors and assigns, the personal property described as follows:
1 - Metal Detector S/N 89330 15313 4849
1 - Panasonic DBS 96 Phone System
1 - Formax 26 Machine S/N 24C---58
EQUIPMENT COST: $157,815.33
To have and to hold the same forever. Xxxxxxxxx Foods Venture, X.X. xxxxxxxxx
and agrees to warrant and defend the sale of the personal property hereby sold
against all and every person and persons whomsoever.
WITNESS: XXXXXXXXX FOODS VENTURE, L.P.
Lessee
/s/ Xxxxx X. Xxxxxxxx By: /s/ X. Xxxxxxxxx
------------------------ -------------------------
Title: President
CERTIFICATE OF ACCEPTANCE
The undersigned being duly authorized by Xxxxxxxxx Foods Venture, L.P., located
at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000 (hereinafter referred to as
"Lessee"), does hereby state that he has inspected the Equipment delivered
pursuant to a certain Equipment Lease between Lessee and The Fifth Third Bank of
Western Ohio, 000 Xxxxxx Xxxxxx, Xxxxx, Xxxx 00000 (hereinafter referred to as
"Lessor"), dated April 10, 1995, and Schedule A thereto dated October 8, 1996,
and that the Equipment specified in the Equipment Lease has been delivered and
installed and is in good working order and complies with the specifications of
the Purchase Order.
Nothing herein shall affect the rights which Lessor or Lessee may have against
the seller of said Equipment arising out of the sale, delivery, installation, or
use thereof.
This Certificate of Acceptance covers the following items of Equipment:
1 - Metal Detector S/N 89330 15313 4849
1 - Panasonic DBS 96 Phone System
1 - Formax 26 Machine S/N 24C --- 58
XXXXXXXXX FOODS VENTURE, L.P.
Lessee
By: /s/ X. Xxxxxxxxx
-------------------------
Title: President
Date: 10/7/96
