Exhibit 10.17
[GE CAPITAL CORPORATION LOGO]
Master Lease Agreement Account # 0000000
Dated and effective as of April 17, 2001 ("Effective Date"), this MASTER
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LEASE AGREEMENT ("Agreement") is entered into by and between GENERAL
ELECTRIC CAPITAL CORPORATION, a New York corporation with offices at 00
Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000. (together with any successor or
assignee, "Lessor") and the Lessee indicated below (together with any successor
or permitted assignee, "Lessee").
LESSEE: LEGAL NAME: Taser International, Inc.
TRADE NAME (if any):
ADDRESS:
0000 X XxXxxxx Xx Xxxxx 0
Xxxxxxxxxx, Xxxxxxx 00000
CONTACT and TELEPHONE: Xxx Xxxxx 000-000-0000
LEGAL ENTITY Type: _____________
State of Organization:
Date of Establishment:
LEASE TERMS AND CONDITIONS:
1. LEASING. Subject to the terms of this Agreement, Lessor agrees to
lease to Lessee and Lessee agrees to lease from Lessor the equipment
(collectively, the "Equipment" and individually a "unit of Equipment")
described in any equipment schedule (a "Schedule") signed by Lessee and
approved by Lessor. Each Schedule will incorporate all the terms of this
Agreement and will constitute a separate agreement for lease of the Equipment
(each, a "Lease"). With respect to each Lease, capitalized terms not defined in
this Agreement will have the meanings stated in the applicable Schedule. Unless
it purchases the Equipment under Section 14 ("Options"), Lessee does not have
any right or interest in the Equipment except as a lessee. This Agreement is
effective from the Effective Date, and will continue until all Leases have
terminated or expired.
2. NET LEASE. EACH LEASE IS A NET LEASE. LESSEE IS UNCONDITIONALLY
OBLIGATED TO PAY MONTHLY RENT AND OTHER AMOUNTS DUE UNDER SUCH LEASE REGARDLESS
OF ANY DEFECT OR DAMAGE TO EQUIPMENT, OR LOSS OF POSSESSION, USE OR DESTRUCTION
FROM ANY CAUSE WHATSOEVER. LESSEE'S OBLIGATIONS CONTINUE UNTIL SPECIFICALLY
TERMINATED AS PROVIDED IN SUCH LEASE. LESSEE IS NOT ENTITLED TO ANY ABATEMENT,
REDUCTION, RECOUPMENT, DEFENSE OR SET-OFF AGAINST MONTHLY RENT OR OTHER AMOUNTS
DUE TO LESSOR OR ITS ASSIGNEE, WHETHER ARISING OUT OF SUCH LEASE OR OUT OF
LESSOR'S STRICT LIABILITY OR NEGLIGENCE, FROM ANY THIRD PARTY, OR OTHERWISE.
3. PURCHASE OF EQUIPMENT. Lessor is not obligated to purchase or lease
a unit of Equipment unless before the Last Funding Date: (i) Lessor receives
from Lessee a fully signed and completed Agreement, Schedule, Purchase Order
Assignment in the form of Annex A attached to the applicable Schedule and such
other documents as Lessor may require; (ii) Lessee has irrevocably accepted the
unit of Equipment for lease from Lessor by properly signing and delivering to
Lessor a Certificate of Acceptance in the form of Annex B attached to the
applicable Schedule; (iii) Lessor has received from Supplier clear and
unencumbered title to the Equipment, and (iv) there is no Default (Section 13).
If Lessor has accepted a Purchase Order Assignment but the Lease does not
commence, Lessor may reassign the Purchase Order and the Equipment to Lessee
without recourse or warranty and Lessee will reimburse Lessor for all expenses
incurred, plus interest at the Overdue Rate (Section 15). So long as no Default
has occurred, Lessor appoints Lessee its agent to inspect and accept the
Equipment from Supplier simultaneously with acceptance of the Equipment for
lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the
Equipment Price and Total Price to account for equipment change orders or
returns, invoicing errors and similar matters, and agrees to any resulting
adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor
will send Lessee a written notice stating the final Equipment Price, Total
Price and TRANSACTION TERMS, if different from those stated in the applicable
Schedule.
4. TERM AND RENT. (a) The Initial Term begins on the acceptance by the
Lessee of the Equipment (a "Lease Commencement Date"), and continues for the
Initial Term stated in the applicable Schedule. The Monthly Rent accrues from
the Lease Commencement Date. If Monthly Rent is not paid within ten (10) days
of its due date, Lessee agrees to pay a late charge of ten cents ($0.10) per
dollar on, and in addition to, such Monthly Rent, but not exceeding the lawful
maximum, if any. Advance Rent, if any, is applied to the first Monthly Rent due
and then to the final Monthly Rents or at Lessor's option, to the payment of
any overdue obligation of Lessee. Lessor is not required to: (i) refund any
Advance Rent or Monthly Rent; (ii) pay any interest on Advance Rent; or (iii)
keep Advance Rent in a separate account.
(b) Lessee agrees that the Monthly Rent and Advance Rent have been
calculated on the assumption that the effective corporate income tax rate
(exclusive of any minimum tax rate) for Lessor will be 35%. If Lessor is not
taxed at such tax rate during the Initial Term because of Congressional
enactment of any law, Lessor has the right to increase the Monthly Rent and
Advance Rent and adjust the Casualty Value (Section 8) in such a manner as will
both (i) take into account that such assumption is no longer correct and (ii)
preserve Lessor's after tax economic yields and cash flows. A change in the
Monthly Rent, Advance Rent, or Casualty Value is effective on the effective
date of such law.
(c) At the end of the term of a Lease, or in the event of a Default,
until Lessee has complied with Section 6(d) ("Use, Operation, Return of
Equipment") or has purchased the Equipment pursuant to Section 14 ("Option"),
Lessee shall pay Lessor Monthly Rent, as liquidated damages for lost rentals
and not as a penalty, such payment to be computed on a daily basis (with one
day's rent being 1/30th of the Monthly Rent) until the Equipment is returned or
purchased. Lessee's obligations and all other provisions of this Lease continue
until such time.
5. TAXES. Lessee agrees to pay promptly as additional rent all license
and registration fees and all taxes (excluding taxes on Lessor's net income)
together with penalties and interest (collectively, "Taxes") assessed against
Lessor, Lessee, the applicable Lease, the Equipment, the purchase (including
purchase by Lessee), sale, ownership, delivery, leasing, possession, use,
operation or return of the Equipment or its proceeds (such additional rent,
together with Monthly Rent and Advance Rent is hereinafter collectively
referred to as "Rent"). Where permitted by applicable law, except for Type A
Leases, Lessee will report all Taxes. Notwithstanding anything to the contrary
in the Agreement, if and to the extent that any Taxes are reported or paid by
Lessor, Lessee will reimburse Lessor on demand for any such Taxes, or at
Lessor's option, Lessee shall pay a portion of estimated Taxes along with each
payment of Monthly Rent.
Lessee's Initials: /s/ TS
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Xxxxxx Xxxxx NEW Master.doc
6. USE, OPERATION, RETURN OF EQUIPMENT. (a) Lessee agrees at its own
expense to: (i) maintain the Equipment under a manufacturer's service and
maintenance contract for the term of the applicable Lease and in any event in
good operating condition; (ii) use the Equipment solely for business purposes,
in the manner for which it was intended and in compliance with all applicable
laws and manufacturer requirements or recommendations; (iii) pay all expenses,
fines, and penalties related to the use, operation, condition or maintenance of
the Equipment; and (iv) comply with all license and copyright requirements of
any software ("Software") used in connection with the Equipment.
(b) Lessee agrees not to attach to the Equipment any accessory,
equipment or device not leased from Lessor unless it is easily removable
without damaging the Equipment. Lessee agrees to pay all costs for parts,
alterations, and additions to the Equipment (including those required by law),
all of which will become the property of Lessor. Lessee agrees not to install
any Equipment or Software, if any, inside any other personal property, Lessor
and Lessee intend that the Equipment is to remain personal property of Lessor.
(c) Provided that there is no Default (Section 13), Lessee is
authorized on behalf of Lessor to enforce in its own name (and at its own
expense) any warranty, indemnity or right to damages related to the Equipment
which Lessor has against the Supplier.
(d) At the end of the term of a Lease, or in the event of a Default,
Lessee agrees, at its own expense and risk, (i) to pay for any repairs required
to place the Equipment in the same condition as when received by Lessee,
reasonable wear and tear excepted; (ii) without unreasonable delay, to cause
the Equipment to be disassembled, deinstalled, inspected, tested and crated in
accordance with manufacturer recommendations, and any and all local, state and
federal regulatory requirements then in effect and (iii) to deliver on Air Ride
suspended Transport the Equipment freight prepaid, to a carrier selected by
Lessor for shipment to a location selected by Lessor. Any such Equipment shall
be accompanied by all accessories originally included with the Equipment,
including but not limited to, users manuals, service records and certification
from the manufacturer that the Equipment performs in accordance with original
specifications and qualifies for continued maintenance under a manufacturer's
service and maintenance contract. Equipment that is returned will include the
latest software release provided by the manufacturer to the Lessee for the
Equipment.
(e) At Lessor's request, Lessee, at its expense, shall store the
Equipment for a period of up to ninety (90) days after the end of the term of
the applicable Lease. During such period, Lessee shall comply with all of the
terms of the Lease, except the obligation to pay Rent, and Lessor shall have
access to the Equipment upon reasonable notice for the purpose of showing the
Equipment to potential purchasers.
7. DISCLAIMER. LESSEE AGREES THAT: (1) LESSOR IS NOT THE MANUFACTURER OR
SUPPLIER OF THE EQUIPMENT OR SOFTWARE (IF ANY) OR THE REPRESENTATIVE OF EITHER;
(2) LESSOR IS NOT REQUIRED TO ENFORCE ANY MANUFACTURER'S WARRANTIES ON BEHALF OF
ITSELF OR OF LESSEE; (3) LESSOR IS NOT OBLIGATED TO INSPECT THE EQUIPMENT OR
SOFTWARE; (4) LESSOR DOES NOT MAKE, AND HAS NOT MADE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE DESIGN, COMPLIANCE WITH
SPECIFICATIONS, OPERATION OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL,
EQUIPMENT OR WORKMANSHIP OR SOFTWARE; (5) LESSOR DOES NOT MAKE ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF, OR AS TO TITLE TO, OR
ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
EQUIPMENT OR SOFTWARE. LESSEE FURTHER AGREES THAT LESSOR SHALL NOT BE LIABLE FOR
ANY LIABILITY, LOSS OR DAMAGE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR
SOFTWARE OR BY ITS INADEQUACY OR BY ANY EQUIPMENT OR SOFTWARE DEFECT, WHETHER OR
NOT LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, LOSS OR
DAMAGE. LESSOR SHALL NOT HAVE ANY LIABILITY TO LESSEE OR ANY OTHER PERSON WITH
RESPECT TO ANY OF THE FOLLOWING, REGARDLESS OF ANY NEGLIGENCE OF LESSOR: (1) THE
USE, OPERATION OR PERFORMANCE OF THE EQUIPMENT OR SOFTWARE; (2) ANY INTERRUPTION
OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR LOSS OF GOODWILL OR ANY
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER COMMERCIAL
OR ECONOMIC LOSSES OF ANY KIND WHICH ARE ATTRIBUTABLE TO THE EQUIPMENT OR
SOFTWARE; OR (3) THE DELIVERY, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR
REPLACEMENT OF THE EQUIPMENT OR SOFTWARE.
8. LOSS OR DAMAGE; CASUALTY VALUE. Lessee assumes the risk of any
disappearance of or damage to any part of the Equipment from any cause
whatsoever. Within ten (10) days of learning of any condemnation or other
circumstance where the Equipment is, in Lessee's reasonable opinion,
irreparably damaged or permanently unfit for use ("Casualty") Lessee will
provide Lessor full details of the Casualty and will pay to Lessor an amount
equal to (i) the sum of all future Monthly Rents payable for the Equipment
under the applicable Lease, with each such payment discounted to its net
present value at a simple interest rate equal to six percent (6%) per annum (or
if not permitted by applicable law, the lowest permitted rate) from the due
date of each such payment to the Monthly Rent payment date immediately
preceding the date of the Casualty; plus an amount equal to the Casualty Value
Percentage of the Total Price of the Equipment ("Casualty Value"); plus (ii)
any other amounts due under the applicable Lease. Monthly Rent will continue to
accrue without abatement until Lessor receives the Casualty Value and all other
amounts (including Monthly Rent payments) then due under the applicable Lease,
at which time the Lease will terminate. At Lessor's request, Lessee agrees to
sell the Equipment on an "AS IS, WHERE IS" basis without representation or
warranty, and to remit to Lessor any sales or insurance proceeds received (less
any sums paid by Lessee as Casualty Value).
9. INSURANCE. Lessee agrees, at its own expense, to keep the Equipment
insured with companies acceptable to Lessor and to maintain primary coverage
consisting of (i) actual cash value all risk insurance on the Equipment, naming
Lessor as loss payee and (ii) single limit public liability and property damage
insurance of not less than $300,000 per occurrence (or such other amounts as
Lessor may require by notice to Lessee) naming Lessee as insured and Lessor as
additional insured. The insurance will provide for not less than thirty (30)
days notice to Lessor of material changes in or cancellation of the policy.
Premiums for all such insurance will be prepaid. Lessee will deliver evidence
of such insurance to Lessor upon request, and will promptly provide to Lessor
all information pertinent to any occurrence which may become the basis of a
claim. Lessee will not make claim adjustments with insurers except with
Lessor's prior written consent. If Lessee fails to provide any insurance
required by the Agreement, Lessor may but is not obligated to insure its own
interest in the Equipment and Lessee agrees to pay the direct or financed cost
thereof (at the highest annual rate permitted by applicable law) and charge for
costs in connection therewith promptly upon receipt of invoices.
10. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and
warrants to Lessor that as of the date of each Lease and of each Certificate of
Acceptance:
(a) Lessee has adequate power and capacity to enter into the Lease,
any documents relative to the purchase of the Equipment leased under such Lease
and any other documents required to be delivered in connection with this Lease
(collectively, the "Documents"); the Documents have been duly authorized,
executed and delivered by Lessee and constitute valid, legal and binding
agreements, enforceable in accordance with their terms; there are no
proceedings presently pending or threatened against Lessee which will impair
its ability to perform under the Lease; and all information supplied to Lessor
is accurate and complete.
(b) Lessee's entering into the Lease and leasing the Equipment does not
and will not: (i) violate any judgement, order, or law applicable to the Lease,
Lessee or Lessee's certificate of incorporation or by-laws (if Lessee is a
corporation) or Lessee's partnership agreement (if Lessee is a partnership); or
(ii) result in the creation of any lien, security interest or other encumbrance
upon the Equipment.
(c) All financial data of Lessee or of any consolidated group of
companies of which Lessee is a member ("Lessee Group"), delivered to Lessor
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis with prior periods and fairly present the
financial position and results from operations of Lessee, or of the Lessee
Group, as of the stated date and period(s). Since the date of the most recently
delivered financial data, there has been no material adverse change in the
financial or operating condition of Lessee or of the Lessee Group.
(d) If Lessee is a corporation or partnership, it is and will be
validly existing and in good standing under laws of the state of its
incorporation or organization; the persons signing the Lease are acting with
the full authority of its board of directors or partners (if Lessee is a
partnership) and hold the offices indicated below their signatures, which are
genuine.
11. LESSEE'S AGREEMENTS. (a) Lessee agrees that it will keep the
Equipment free and clear from all claims, liens and encumbrances and will not
assign, sublet, or grant a security interest in the Equipment or in this Lease
without Lessor's prior written consent. If and to the extent that the Lease is
deemed a security agreement under the Uniform Commercial Code, and otherwise
for precautionary purposes only, Lessee grants Lessor a first priority security
interest in its interest in the Equipment and in all Equipment leased pursuant
to any Schedule. Such security interest shall secure Lessee's
obligations with respect to all Schedules, Leases and agreements between Lessee
and Lessor. Lessee will notify Lessor in writing, with full particulars, within
ten (10) days after it learns of the attachment of any lien to any Equipment
and of the Equipment's location.
(b) Lessee will not relocate any unit of Equipment from the Equipment
Location stated on a Schedule without the prior written approval of Lessor
(which shall not be unreasonably withheld). Lessee agrees to notify Lessor
immediately in writing of any change in Lessee's corporate or business name or
in the location of its chief executive office.
(c) If this is a Type A Lease, Lessee will not take or fail to take any
action which Lessor determines will result in the disqualification of any
Equipment for, or the recapture of, all or any portion of the accelerated cost
recovery deductions permitted by the Internal Revenue Code of 1986, as amended.
Lessee will indemnify Lessor for any loss in Lessor's after tax economic yields
and cash flows caused by Lessee's acts or failures to act.
(d) Lessor may inspect the Equipment during normal business hours. At
Lessor's request, Lessee will attach identifying labels supplied by Lessor
showing Lessor's ownership in a prominent position on each unit of Equipment.
(e) LESSOR MAY ASSIGN EACH LEASE. LESSEE WAIVES AND AGREES NOT TO ASSERT
AGAINST ANY ASSIGNEE ANY DEFENSE, SET OFF, RECOUPMENT, CLAIM OR COUNTERCLAIM
WHICH LESSEE HAS OR MAY AT ANY TIME HAVE AGAINST LESSOR FOR ANY REASON
WHATSOEVER.
(f) Within one hundred twenty (120) days of the close of each fiscal year
of Lessee, Lessee will deliver to Lessor Lessee's balance sheet and profit and
loss statement, certified by a recognized firm of certified public accountants.
Upon request, Lessee will deliver to Lessor duplicate copies of Lessee's most
recent quarterly financial report.
12. INDEMNIFICATION. Lessee agrees to indemnify, defend and keep
harmless Lessor, its agents, successors and assigns, from and against any all
losses, damages, penalties, claims and actions, including legal expenses,
arising out of or in connection with (i) the selection, manufacture, purchase,
acceptance or rejection of Equipment, the ownership of Equipment during the
term of a Lease, and the delivery, lease, possession, maintenance, use,
condition, return or operation of Equipment or (ii) the condition of Equipment
sold or disposed of after or as a result of use by Lessee or any permitted
sublessee of Lessee.
13. DEFAULT. (a) Lessor may declare a Lease in default (a "Default"),
if, with respect to such Lease; (i) Lessor has not received Monthly Rent or any
other Rent (Sections 5 and 15) within ten (10) days after its due date; or (ii)
Lessee or any guarantor violates any other term of a Lease or any term of a
guaranty and fails to correct such violation within ten (10) days after written
notice form Lessor; or (iii) Lessee violates the terms of any license or
agreement for Software; or (iv) Lessee or any guarantor becomes insolvent, is
liquidated or dissolved, stops doing business or assigns its rights or property
for the benefit of creditors; or (v) a petition is filed by or against Lessee
or any guarantor under Title 11 of the United States Code or any successor or
similar law; or (vi) (for individuals) Lessee or any guarantor dies or a
guardian is appointed for Lessee's or guarantor's person; or (vii) Lessee (or
any affiliate) is in default of or fails to fulfill the terms of any other
agreement between Lessee and Lessor or any affiliate of either.
(b) At any time after a Default, Lessor may declare a default under any
other Lease or agreement between Lessee (and any affiliate) and Lessor or its
affiliate. Lessor may also enter, with or without legal process, any premises
and take possession of the Equipment. Immediately after a Default, Lessee will
pay to Lessor, as liquidated damages for loss of a bargain and not as a penalty,
an amount equal to the sum of (i) all Rents, including Monthly Rent, and other
sums (e.g. late charges, indemnification, liens) then due under each Lease; plus
(ii) the Casualty Value of the Equipment, calculated as of the Monthly Rent
payment date immediately preceding the Default; together with interest on such
sum accruing to the date of payment at the Overdue Rate (Section 15). Lessee
waives notice of intention to accelerate and notice of acceleration. After a
Default, at the request of Lessor, Lessee will return the Equipment as required
by Section 6. Lessor may, but is not required to, sell or lease the Equipment in
bulk or in individual pieces. If the Lessor intends to sell the Equipment, it
may do so in a public or private sale and is not required to give notice of such
sale. The Equipment need not be displayed at the sale. Lessor may, without
paying rent or providing insurance, use the Equipment Location to store the
Equipment or conduct any sale. The proceeds of any sale or lease will be applied
in the following order of priorities: (1) to pay all of Lessor's expenses in
taking, removing, holding, repairing and disposing of Equipment; then (2) to pay
any late charges and interest accrued at the Overdue Rate; then (3) to pay
accrued but unpaid Monthly Rent together with any unpaid Casualty Value. Rent
interest and all other due but unpaid sums (including any indemnification and
sums due under other Leases or agreements in default). Any remaining proceeds
will reimburse Lessee for payments which it made to reduce the amounts owed to
Lessor in the preceding sentence. Lessor will keep any excess. If the proceeds
of any sale or lease are not enough to pay the amounts owed to Lessor under this
Section, Lessee will pay the deficiency.
(c) Lessor's remedies for Default may be exercised instead of or in
addition to each other or any other legal or equitable remedies. Lessor has the
right to set-off any sums received from any source (including insurance
proceeds) against Lessee's obligations under each Lease. Lessee waives its
right to object to the notice of the time or place of sale or lease and to the
manner and place of any advertising. Lessee waives any defense based on
statutes of limitations or laches in actions for damages. Lessor's waiver of
any Default is not a waiver of its rights with respect to a different or later
Default.
14. OPTION. (a) LEASE TYPE A ONLY: So long as no Default has occurred,
Lessee has the option (1) to purchase all but not less than all of the
Equipment under a Lease at the end of the Initial Term on an AS-IS WHERE-IS
basis without representation or warranty, for a cash purchase price equal to
the Equipment's Fair Market Value (plus any applicable sales taxes) determined
as of the end of the Initial Term: or (ii) to extend the Initial Term of a
Lease at the then Fair Market Rental of the Equipment. Lessee must give
irrevocable written notice at least sixty (60) days before the end of the
Initial Term to Lessor that it will purchase the Equipment or extend the
Initial Term. If the Lease is renewed, the Lessee's obligations (other than the
amount of Monthly Rent to be paid) will remain unchanged. If Lessee fails to
timely exercise one of such options, this Lease shall automatically continue on
the same periodic basis in effect at such time with Rent payable in the same
amount and frequency in effect at such time until the Equipment is returned or
purchased in accordance with the terms hereof. Lessee's obligations and all
other provisions of this Lease shall continue until such time. "Fair Market
Value" or "Fair Market Rental" means the price or rental which a willing buyer
or lessee (who is neither a lessee in possession nor a used equipment dealer)
would pay for the Equipment in an arm's length transaction to a willing seller
or lessor who is under no compulsion to sell or lease the Equipment. In
determining "Fair Market Value" or "Fair Market Rental"; (i) the Equipment is
assumed to have been maintained and returned as required by the Lease; (ii) in
the case of any installed Equipment, the Equipment will be valued on an
installed basis; and (iii) cost of removal from the Equipment's current
location will not be included.
(b) LEASE TYPE B ONLY: So long as no Default has occurred, Lessee may
purchase all but not less than all the Equipment under a Lease on an "AS IS,
WHERE IS" basis, without representation or warranty, at the end of the Initial
Term for a price equal to the Option Price (plus applicable sales tax) stated
on a Schedule. Unless the Option Price is $1.00, Lessee must give Lessor
irrevocable written notice at least thirty (30) days before the end of the
Initial Term that it will purchase the Equipment.
15. MISCELLANEOUS. (a) LEASE TYPE B ONLY: Lessee agrees that for income
tax purposes only, Lessor is treating Lessee as owner of the Equipment and that
Lessee has not received tax advice from Lessor or the Supplier. Lessee
understands that the Equipment may be purchased for cash and that by signing
this Agreement and entering into the applicable Lease, Lessee has chosen to
lease the Equipment. By signing this Agreement, Lessee agrees to pay a lease
charge and lease charge rate. The total lease charge is equal to (i) the
Monthly Rent multiplied by the number of months in the initial Term, plus (ii)
the Option Price, minus (iii) the Total Price set forth in the applicable
Schedule. The lease charge portion of the Monthly Rent payments may be
determined by applying to the Total Price the rate which will amortize such
Total Price (adjusting for any Advance Rent) down to the Option Price at a
constant rate over the Initial Term by payment of the Monthly Rent. The lease
charge rate is the constant rate referred to in the preceding sentence. The
lease charge rate can also be calculated using the Total Price as the present
value, the Option Price as the future value, the Monthly Rent as the payment
and the term as stated herein. The lease charge rate may be higher or lower
than the actual interest rate because of the amortization of certain payments
made to or by the vendor. If this transaction were re-characterized as a
financing, no lease charge, late charge, or post maturity interest charge is
intended to exceed the maximum amount of time price differential or interest,
as applicable, permitted to be charged or collected by applicable law. If this
transaction were re-characterized as a financing and one or more of such
charges exceed such maximum, then such charges will be reduced to the legally
permitted maximum charge and any excess charge will be used to reduce the
initial value of the Total Price or refunded.
(b) Time is of the essence of each Lease. Lessor's failure at any time to
require that Lessee strictly perform its obligations under any Lease will not
prevent Lessor from later requiring such performance. Lessee agrees, upon
Lessor's request, to sign any document presented by Lessor from time to time to
protect Lessor's rights in the Equipment. LESSEE AND LESSOR EACH WAIVE ALL
RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR RELATED TO A LEASE.
Lessee also agrees to pay Lessor's attorneys' fees and out-of-pocket expenses
in protecting or enforcing its rights under a Lease. Lessee will pay attorney's
fees and costs of collection, up to the amount permitted by law. Lessor and
Lessee agree that legal fees and costs up to twenty percent (20%) of the amount
then due under this Lease are reasonable.
(c) All required notices will be considered to have been given if sent by
registered or certified mail or overnight courier service to the Lessor at the
address stated above and to the Lessee at its address stated in the Lease, or
at such other place as such addressee may have designated in writing.
(d) Each Lease constitutes the entire agreement of the parties with
respect to the lease of the Equipment and supersedes and Incorporates all prior
oral or written agreements or statements. So long as there is no Default,
Lessor shall not interfere with Lessee's quiet enjoyment of Equipment. If a
provision of a Lease is declared invalid under law, the affected provision will
be considered omitted or modified to conform to applicable law. All other
provisions will remain in full force and effect.
(e) If Lessee fails to comply with any provision of a Lease, Lessor has
the right, but is not obligated, to have such provision brought into
compliance. This right is in addition to the Lessor's right to declare a
Default. All expenses incurred by Lessor in bringing about such compliance will
be considered Rent which is due to Lessor within five (5) days after the date
Lessor sends to Lessee a written request for payment.
(f) All overdue payments will bear interest at the Overdue Rate, which is
the lower of twenty percent (20%) per annum or the maximum rate allowed by law.
Interest will accrue daily until payment in full is received.
(g) All of Lessor's rights (including indemnity rights) under a Lease
survive the Lease's expiration or termination, and are enforceable by Lessor,
its successors and assigns.
(h) If at Lessee's request, Lessor agrees in its sole discretion to
permit the early termination of any Lease, Lessee agrees to pay Lessor a fee to
compensate Lessor for the privilege of doing so in an amount not greater than
permitted by applicable law.
(i) ARTICLE 2A: THIS LEASE IS A "FINANCE" LEASE AS DEFINED IN ARTICLE 2A
OF THE UNIFORM COMMERCIAL CODE. LESSEE AGREES THAT IT WILL KEEP THE EQUIPMENT
FREE AND CLEAR FROM ALL CLAIMS, LIENS AND ENCUMBRANCES AND WILL NOT ASSIGN,
SUBLET OR GRANT A SECURITY INTEREST IN THE EQUIPMENT OR IN ANY LEASE WITHOUT
LESSOR'S PRIOR WRITTEN CONSENT. To the extent permitted by applicable law,
Lessee hereby waives all rights and remedies conferred upon a Lessee by Article
2A (sections 506-522) of the Uniform Commercial Code, including but not limited
to Lessee's rights to: (i) cancel or repudiate the Lease; (ii) reject, revoke
acceptance or accept partial delivery of the Equipment or "cover"; (iii)
recover damages from Lessor for any breach of warranty or for any other reason;
and (iv) grant a security interest in any Equipment in Lessee's possession. To
the extent permitted by applicable law, Lessee also hereby waives any rights
now or hereafter conferred by statute or otherwise that may limit or modify any
of Lessor's rights or remedies hereunder. Any action by Lessee against Lessor
for any default under any Lease, including breach of warranty or indemnity,
shall be commenced within one (1) year after any such cause of action accrues.
(j) THIS AGREEMENT SHALL BE BINDING AND EFFECTIVE WHEN ACCEPTED BY LESSOR
AT ITS OFFICES IN CONNECTICUT. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN
CONNECTICUT AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
CONNECTICUT LAW. LESSEE AGREES THAT ALL LEGAL ACTIONS IN CONNECTION WITH THIS
AGREEMENT, AT LESSOR'S OPTION, TAKE PLACE IN CONNECTICUT.
THIS AGREEMENT AND ANY SCHEDULE AND ANNEXES THERETO CONSTITUTE THE ENTIRE
AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS
AGREEMENT IS EFFECTIVE AS OF THE EFFECTIVE DATE UPON SIGNING BY BOTH LESSOR AND
LESSEE. A LEASE MAY NOT BE CHANGED EXCEPT BY WRITTEN AGREEMENT SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF THE PARTY AGAINST WHOM IT IS TO BE ENFORCED.
LESSEE IRREVOCABLY AUTHORIZES LESSOR TO PREPARE AND SIGN ON BEHALF OF LESSEE
ANY INSTRUMENT NECESSARY OR EXPEDIENT FOR FILING, RECORDING OR PERFECTING THE
INTEREST OF LESSOR IN EACH LEASE, THE RELATED EQUIPMENT AND THE PROCEEDS OF
BOTH.
LESSOR: GENERAL ELECTRIC LESSEE: Taser International, Inc.
CAPITAL CORPORATION
By: /s/ Xxxxxx Xxxxxx By: X /s/ Xxxxxx X. Xxxxx
------------------------------- -------------------------------
Xxxxxx Xxxxxx X Xxxxxx X. Xxxxx
---------------------------------- ----------------------------------
(Print or Type Name) (Print or Type Name)
Operations Team Leader X President
---------------------------------- ----------------------------------
(Print or Type Title) (Print or Type Title)
Date of Execution: 5/3/01 Date of Execution: X 4/17/01
---------------- ----------------
Taser ID
Social Security #/
Taxpayer ID: X 000000000
----------------
[GE LOGO]
GE CAPITAL
---------
Schedule No. 4070297 001
MASTER LEASE AGREEMENT EFFECTIVE DATE: 04/17/2001
THIS SCHEDULE ("Schedule") incorporates all of the terms of the above
Master Lease Agreement ("Agreement"). This Schedule and the Agreement as it
relates to this Schedule constitutes a lease ("Lease") for the equipment
described below ("Equipment") General Electric Capital Corporation ("Lessor")
and the Lessee indicated below. All terms used and not defined in this Schedule
have the definitions stated in the Agreement.
A. LESSEE: LEGAL NAME: Taser International, Inc.
TRADE NAME (if any):
ADDRESS: 0000 X XxXxxxx Xx Xxxxx 0
Xxxxxxxxxx, Xxxxxxx 00000
LEGAL ENTITY - Type: ---------------
State of Organization:
Date of Establishment:
B. SUPPLIER: PerkinElmer Instruments
000 Xxxx Xxx.
Xxxxxxx, Xxxxxxxxxxx 00000
C. EQUIPMENT LOCATION:
Street Address: 0000 X XxXxxxx Xx Xxxxx 0
Xxxxxx: Xxxxxxxx
Xxxx, Xxxxx Zip: Xxxxxxxxxx, Xxxxxxx 00000
D. DESCRIPTION OF EQUIPMENT:
EQUIPMENT TYPE/MODEL/SERIAL/ID NUMBERS NUMBER OF UNITS
------------------------------------------- -------------------
PX 2000M Part # PX2000M-Computer based X-Ray 1
Extended Warranty 1
Equipment Price: $36,995.00
----------
Sales Tax: $ 0.00
------
Freight: $450.00
-------
Installation: $500.00
-------
Total Price: $37,945.00
----------
E. TRANSACTION TERMS:
Lease Type (check one): A (Tax Lease, 0-year property; all Sections other
than 14(b) and 15(a) apply).
X B (Lease Purchase all Sections other than 4(b),
11(c) and 14(a) apply).
Initial Term: 48 X Monthly Quarterly Annual Payments
Rent:
48 at $953.56
Advance Rent: $ 0.00 Casualty Value Percentage: 0
Sales Tax: 0 $1.00
Option Price
Total Advance Rent: 0 Lease Type B Option Price: $1
Last Funding Date: 7/16/2001
F. ADDITIONAL TERMS (if any):
Lessee's periodic lease payments are calculated using a lease rate factor
(the "Lease Rate Factor"). The Lease Rate Factor is calculated, in part, using
an interest rate based on the interest rate for swaps (the "Swap Rate") that
most closely approximates the initial term of the Lease as published in the
Federal Reserve Statistical Release H.15 available at
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/x00/xxxxxx on 4/16/2001 (the "Initial
Rate Date"). The Lease Rate Factor will be held until 5/16/2001 (the "Rate
Expiration Date"). If Lessee does not accept the Equipment on or before the
Rate Expiration Date, the Lease Rate Factor and Lessee's periodic lease payment
may be adjusted if the Swap Rate as reported four (4) business days prior to
acceptance of the Equipment is different than the Swap Rate as reported on the
Initial Rate Date. Lessor will notify Lessee if the Lease Rate Factor changes.
If the Lease Commencement Date is not the first or the fifteenth day of any
calendar month (a "Payment Date"), the Initial Term shall be extended by the
number of days between the Lease Commencement Date and the Payment Date which
first occurs after the Lease Commencement Date, and Lessee's first payment will
be increased by 1/30th of the Monthly Rent multiplied by the number of days
elapsed from the Lease Commencement Date to the day immediately preceding the
Payment Date which first occurs after the Lease Commencement Date.
__. Payments in Advance - If payments are in advance and the Lease Commencement
Date is a Payment Date, the first payment is due on the Lease Commencement
Date. If the Lease Commencement Date is after the first but before the
fifteenth day of the month, the first payment is due on the fifteenth day of
the month of the Lease Commencement Date. If the Lease Commencement Date is
after the fifteenth day of the month, the first payment is due on the first day
of the month following the Lease Commencement Date.
X_. Payments in Arrears - If payments are in arrears and the Lease Commencement
Date is the first day of the month, the first payment is due on the first day
of the month following the month of the Lease Commencement Date. If payments
are in arrears and the Lease Commencement Date is after the first but before
(or on) the fifteenth day of the month, the first payment is due on the
fifteenth day of the month following the month of the Lease Commencement Date.
If the Lease Commencement Date is after the fifteenth day of the month, the
first payment is due on the first day of the second month following the month
of the Lease Commencement Date.
LESSOR: General Electric Capital Corporation LESSEE: Taser International, Inc.
By: /s/ Xxxxxx Xxxxxx By: x /s/Xxxxxx X. Xxxxx
------------------------------- ------------------------------
Xxxxxx Xxxxxx x Xxxxxx X. Xxxxx
------------------------------------ ------------------------------
(Print or Type Name) (Print or Type Name)
Operations Teamleader x President
------------------------------------ ------------------------------
(Print or Type Title) (Print or Type Title)
Date of Approval: 5/2/01 Date of Execution: 4/17/01
------------------- ------------
Social Security Or Taxpayer ID No.: Taser ID 000000000
-------------------
[GE CAPITAL Logo]
GE CAPITAL
_________
B - CERTIFICATE OF ACCEPTANCE ACCOUNT SCHEDULE # 0000000-001
Annex B to Schedule No.001 Effective Date: 4/17/2001 ("Schedule")
Master Lease Agreement Effective Date: 4/17/2001
To General Electric Capital Corporation (LESSOR):
A. LESSEE: LEGAL NAME: Taser International, Inc.
TRADE NAME (if any):
ADDRESS: 0000 X XxXxxxx Xx Xxxxx 0
Xxxxxxxxxx, Xxxxxxx 00000
B. SUPPLIER: NAME: PerkinElmer Instruments
STREET ADDRESS: 000 Xxxx Xxx.
XXXX, XXXXX ZIP: Xxxxxxx, Xxxxxxxxxxx 00000
C. EQUIPMENT LOCATION:
STREET ADDRESS: 0000 X XxXxxxx Xx Xxxxx 0
XXXXXX: Xxxxxxxx
XXXX, XXXXX ZIP: Xxxxxxxxxx, Xxxxxxx 00000
D. DESCRIPTION OF EQUIPMENT:
EQUIPMENT TYPE/MODEL/SERIAL/ID NUMBERS NUMBER OF UNITS
------------------------------------------------- -----------------------
PX 2000M Part # PX2000M-Computer based X-Ray 1
Extended Warranty 1
LESSEE, THROUGH ITS AUTHORIZED REPRESENTATIVE, CERTIFIES TO LESSOR THAT:
(a)All the Equipment has been delivered to and inspected by Lessee on the
Lease Commencement Date specified below pursuant to the above Schedule and
Master Lease Agreement as it relates to such Schedule (the "Lease");
(b)Lessee irrevocably accepts the Equipment for lease under the Lease as of
the Lease Commencement Date: and
(c)No event which would allow the Lessor to declare a Default (Section 13 of
the Master Lease Agreement) has occurred, and all of the representations and
warranties made in the Lease are true as of the Lease Commencement Date.
(d)LESSEE HEREBY EXPRESSLY AUTHORIZES GENERAL ELECTRIC CAPITAL CORPORATION TO
INSERT THE DATE OF ACCEPTANCE/LEASE COMMENCEMENT DATE IN THE SPACE BELOW UPON
THE VERBAL INSTRUCTION OF LESSEE.
LESSEE: Taser International, Inc.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx X. Xxxxx
-------------------------------------
(Print or Type Name)
President
-------------------------------------
(Print or Type Title)
Date of Acceptance/
Lease Commencement Date: 4/25/01
------------
UPON EXECUTION, PLEASE MAIL TO:
GENERAL ELECTRIC CAPITAL CORPORATION
Danbury Operations Center
ATTN: Xxxxx Xxxxxx
00 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
