Exhibit 10.16
AMENDMENT No. 1
THIS AMENDMENT a made as of the eighteenth day of March, 2002, between
GENERAL ELECTRIC CAPITAL CORPORATION, together with its successors and assigns,
if any, and TXU COMMUNICATIONS VENTURES COMPANY in connection with Schedule
Number 001 of that certain Matter Lease Agreement, dated or dated as of February
25, 2002 ("AGREEMENT"). The terms of this Amendment are hereby incorporated into
the Agreement as though fully set forth therein. The Agreement is hereby amended
as follows:
Amend the following dates:
Section B. Financial Terms;
Subsection 5. Basic Term Commencement Date is April 1, 2002
Subsection 7. Last Delivery Date is April 1, 2002
Subsection 17. Interim Rent shall be due on March 31, 2002
Subsection 18. Basic Term Rent Commencing on April 1, 2002
Section G. Modifications and Additions for This Schedule Only:
Under End of Basic Term Options, the Lessee agrees to purchase the
Equipment upon expiration of the Basic Term, the date is amended to
reflect on or before October 1, 2004.
TERMS USED, BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO
THEM IN THE AGREEMENT EXCEPT AS EXPRESSLY AMENDED HEREBY. THE AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
signature of their respective authorised representative set forth below.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION TXU COMMUNICATION VENTURES COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxx
-------------------------- ------------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxx
Title: Risk Analyst Title: Vice President-Finance and
Administration
EQUIPMENT SCHEDULE
(Quasi Lease - Floating Rate)
SCHEDULE NO. 001
DATED THIS 3/18/02
TO MASTER LEASE AGREEMENT
DATED AS OF FEBRUARY 25, 2002
LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:
GENERAL ELECTRIC CAPITAL CORPORATION TXU COMMUNICATIONS VENTURES COMPANY
00000 XXXXXX XXXXXXX #000 000 XXXXXX XXXXX
XXXXXXX, XX 00000-0000 XXXXXX, XX 00000
This Schedule is executed pursuant to, and incorporates by reference the terms
and conditions of, and capitalized terms not defined herein shall have the
meanings assigned to them in, the Master Lease Agreement identified above
("AGREEMENT", said Agreement and this Schedule being collectively referred to as
"LEASE"). This Schedule, incorporating by reference the Agreement, constitutes a
separate instrument of lease.
A. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees
to lease to Lessee the Equipment described below (the "EQUIPMENT").
NUMBER CAPITALIZED
OF UNITS LESSORS COST MANUFACTURER SERIAL NUMBERS YEAR/MODEL AND TYPE OF EQUIPMENT
-------- ------------ ------------ -------------- --------------------------------
1 $2,238,462.94 Furniture, Fixtures, Equipment and
Leasehold Improvements at TXU
Communications Ventures Company's
Headquarters at: 000 Xxxxxx Xx.,
Xxxxxx, Xxxxx 00000 per the attached
Exhibit A.
Equipment immediately listed above is located at: 000 Xxxxxx Xxxxx, Xxxxxx,
Xxxxxx Xxxxxx, XX 00000
B. FINANCIAL TERMS
1. Advance Rent (if any): NOT APPLICABLE 6. Lessee Federal Tax ID No.: 000000000
2. Capitalized Lessor's Cost: $2,238,462.94 7. Last Delivery Date: April 1, 2002
3. Basic Term (No. of Months): 30 Months 8. Daily Lease Rate Factor: 0.00013041
4. Basic Term Fixed Lease Rate Factor: 0.02037196 9. Interest Rate: 4.76% per annum.
5. Basic Term Commencement Date: April 1, 2002 10. Option Payment: $1,073,320.95
11. First Termination Date: TWENTY-FOUR (24) months after the Basic Term
Commencement Date.
12. Variable Rent: For each Adjustment Period shall be a monthly amount equal
to (a) the Fixed Rent, plus or minus (b) an amount equal to the product of
(i) the difference in whole basis points (rounded to the next highest
basis point) between the Current Index and Base Index, times (ii) the
applicable adjustment factor set forth in the attached table, times (iii)
a fraction in respect of which the Capitalized Lessor's Cost is the
numerator and one million is the denominator.
13. Interest Rate: The annual interest rate for the first three months of the
term of this Lease is equal to 4.76% ("INITIAL INTEREST RATE").
Thereafter, the annual interest rate will increase or decrease during each
Adjustment Period as the Current Index increases or decreases in relation
to the Base Index. During any Adjustment Period the annual interest rate
will be equal to the Initial Interest Rate plus or minus the difference,
expressed as an annual percentage rate, between the Current Index and the
Base Index.
14. Base Index: 1.74% per annum.
15. Current Index: Except for purposes of Section 19 hereof, a per annum
interest rate as stated in the Federal Reserve Statistical Release H.15
(519) for 1 Month Commercial Paper under the column indicating an average
monthly rate. The Current Index shall be the average monthly rate for the
second calendar month preceding the calendar month in which the applicable
Adjustment Period commences. For purposes of Section 19 hereof, "Current
Index" shall be a per annum interest rate as stated in the Federal Reserve
Statistical Release H.15 (519) for U.S. Government Securities, Treasury
Constant Maturities for a term that most closely approximates the
remainder of the Basic Term as of the Payment Date on which the first
installment of fixed Rent calculated under Section 19 shall become due.
If, for any reason whatsoever, the Current Index is not published, the
Current Index, except for purposes of Section 19 hereof, shall instead be
equal to the latest commercial paper rate for high grade unsecured notes
of 30 days maturity sold through dealers by major corporations in
multiples of $1,000, as indicated in the "MONEY RATES" column of the Wall
Street Journal, Eastern Edition, published on the first business day of
the calendar month preceding the calendar month in which the rental
payment being adjusted is due and payable and, for purposes of Section 19
hereof, shall be equal to the simple average of all asked yields for
Government Bonds and Notes with scheduled maturities that most closely
1
approximates the remainder of the Basic Term as of the Payment Date on
which the first installment of fixed Rent calculated under Section 19
shall become due, as indicated in the "Treasury Bonds, Notes & Bills"
column of the Wall Street Journal, Eastern Edition, published on the first
business day of the calendar month preceding the calendar month in which
the rental payment being adjusted is due and payable.
16. Adjustment Period: Shall mean a monthly period, the first of which shall
commence on, and include, the third monthly anniversary of the Basic Term
Commencement Date and continue to, but not include, the same date of the
next succeeding calendar month. Each subsequent Adjustment Period shall
commence on, and include, the date immediately following the expiration of
the prior Adjustment Period and continue to, but not include, the same
date of the next succeeding calendar month. If Lessee exercises its option
pursuant to Section 19 hereof, "Adjustment Period" as used in Section 19
shall also mean the remainder of the Basic Term
17. Interim Rent: For the period from and including the Lease Commencement
Date (as defined in the Lease) to but not including the Basic Term
Commencement Date ("INTERIM PERIOD"), Lessee shall pay as rent ("INTERIM
RENT") for each unit of Equipment, the product of the Daily Lease Rate
Factor times the Capitalized Lessor's Cost of such unit times the number
of days in the Interim Period. Interim Rent shall be due on March 31,
2002.
18. Basic Term Rent. Commencing on April 1, 2002 and on the same day of each
month (each a "Payment Date"), Lessee shall pay as rent (i) Fixed Rent for
each of the first three months of the Basic Term; and (ii) Variable Rent
for each month thereafter. If an adjustment to any installment of rent is
made pursuant to the MISCELLANEOUS Section subsection (f) of the Lease
after any installment has been paid, the (i) increase, if any, in respect
of such paid installment shall be payable in addition to and (ii)
decrease, if any, in respect of such paid installment shall be credited
against, in each case, the installment of rent due on the payment date
next following the date of notice of the adjustment.
19. Option to Fix Variable Rent. At any time from and after the first
Adjustment Period, Lessee may, upon the giving of 30 days written notice
to Lessor, elect to fix the monthly Rent for the remainder of the Basic
Term, commencing on the first Payment Date following the expiration of the
30 days notice period. The fixed Rent shall be calculated by multiplying
the respective basis point increase or decrease (rounded up to the nearest
whole number of a basis point. when necessary) between the Current Index
and the Base Index for each Adjustment Period times (ii) the applicable
adjustment factor set forth in the attached table, times (iii) a fraction
in respect of which the Capitalized Lessor's Cost is the numerator and one
million is the denominator and the resulting amount shall then be added or
subtracted, as the case may be, to the Fixed Rent.
20. Lessee agrees and acknowledges that the Capitalized Lessor's Cost of the
Equipment as stated on the Schedule is equal to the fair market value of
the Equipment on the date hereof.
21. (a) Lessee may, at its option, elect to finance the Option Payment plus
all applicable sales taxes (collectively, the "Amount Financed") with
Lessor at the fixed rate per annum simple interest set out below, payable
in the number of installments set out below and on the terms set out in
subsection (b) below:
Number of Payments: THIRTY (30) scheduled monthly installments, payable in
arrears
Fixed, per annum simple interest rate: THREE AND 02/100 percent (3.02%)
plus an adder equal to a per annum interest rate as stated in the Federal
Reserve Statistical Release H.15 (519) for U.S. Government Securities,
Treasury Constant Maturities for a 3 year term. If, for any reason
whatsoever, Statistical Release H.15 (519) is not published, the adder
shall instead be equal to the simple average of all asked yields for
Government Bonds and Notes with 3 year scheduled maturities, as indicated
in the "Treasury Bonds, Notes & Bills" column of the Wall Street Journal,
Eastern Edition, published on the first business day of the calendar month
preceding the calendar month in which the first scheduled monthly
installment is due and payable.
(b) If Lessee elects to purchase the Equipment by financing the Option
Payment, THE OPTION PAYMENT SHALL BE PAID TO LESSOR, TOGETHER WITH
INTEREST THEREON AT THE INTEREST RATE SET FORTH ABOVE IN CONSECUTIVE EQUAL
MONTHLY INSTALLMENTS OF PRINCIPAL AND INTEREST, EXCEPT THAT THE FINAL
INSTALLMENT SHALL BE EQUAL TO THE TOTAL OUTSTANDING PRINCIPAL AND INTEREST
THEN DUE AND UNPAID. The first such installment shall be due exactly one
(1) month from the date on which the Option Payment is due and payable
and such installments shall continue on the same day of each month
thereafter. All payments shall be applied first to interest and then to
principal. The acceptance by Lessor of any payment which is less than
payment in full of all amounts due and owing at such time shall not
constitute a waiver of Lessor's right to receive payment in full at such
time or at any subsequent time. Interest shall be calculated on the basis
of a three hundred sixty (360) day year. Each payment may, at the option
of the Payee, be calculated and applied on an assumption that such payment
would be made on its due date. It is the intention of the parties hereto
to comply with the applicable usury laws. Accordingly, it is agreed that
notwithstanding anything to the contrary contained herein, in no event
shall any provision contained herein require or permit interest in excess
of the maximum amount permitted by applicable law to be paid. If necessary
to give effect to these provisions. Lessor will, at its option, in
accordance with applicable law, either refund any amount to Lessee to the
extent that it was in excess of that allowed by applicable law or credit
such excess amount against the then unpaid principal.
2
(c) SECURITY AGREEMENT
In the event Lessee elects to purchase the Equipment by financing the
Option Payment, then:
(i) To secure payment of the Amount Financed and the interest thereon
and any penalties, charges or attorneys' fees arising or incurred
following default hereunder and to secure any and all other
obligations of the Lessee to the Lessor, whether existing on or
arising after the date of Lessee's exercise of its Purchase Option,
Lessee hereby grants, assigns, transfers, pledges, conveys and
mortgages to Lessor all of Lessee's interest in and to the Equipment
and all attachments, accessions and additions thereto, substitutions
and accessories therefor and replacements and proceeds (including
insurance proceeds) thereof (all of which are referred to herein as
the "Collateral") including Collateral added or arising after the
date hereof. The terms "Lessor" and "Lessee" have been used in this
Section ("this Section") for consistency of reference. However, upon
exercise of its financing option. Lessee shall be a "debtor" and
Lessor a "secured parry" as those terms are used under the Uniform
Commercial Code. This Agreement and the Schedule shall continue to
be referred to as the "LEASE".
(ii) All provisions of this Lease shall survive and continue to remain in
full force and effect until all indebtedness secured hereby is paid
in full except the following Sections of the LEASE: (i) TERM, RENT
AND PAYMENT; (ii) RENT ADJUSTMENT; (iii) EARLY TERMINATION, and (iv)
PURCHASE OPTION.
(iii) Except for the security interest granted under this Section, LESSEE
WARRANTS THAT THE COLLATERAL WILL REMAIN FREE AND CLEAR OF ALL LIENS
AND ENCUMBRANCES OF EVERY KIND, NATURE AND DESCRIPTION AND THAT
LESSEE SHALL REMAIN THE SOLE AND LAWFUL OWNER AND IN POSSESSION OF
THE COLLATERAL UNTIL ALL OBLIGATIONS OF LESSEE TO LESSOR HEREUNDER
HAVE BEEN FULLY PERFORMED. Lessee will warrant and defend the
Collateral against all claims by all persons.
(iv) The STIPULATED LOSS VALUE Section subsection (i) of this Agreement
is amended in its entirety to read: "the portion of the principal
balance outstanding as of the Payment Date that is attributable to
the affected unit based upon the Capitalized Lessor's Cost of such
unit relative to the Capitalized Lessor's Cost of all the units of
Equipment, plus all interest accrued on such portion as of the
Payment Date.
(v) Upon request of Lessor from time to time, Lessee shall do everything
necessary or expedient to preserve and perfect the security interest
granted herein and its priority, including without limitation
obtaining and delivering to Lessor, if applicable: (A) a certificate
of title showing the lien of Lessor with respect to the Collateral
and/or (B) landlord and mortgagee waivers satisfactory to Lessor.
Lessor is hereby granted power to sign Lessee's name and on behalf
of Lessee to execute and file applications for title, transfer of
title, financing statements, notices of lien and other documents
pertaining to any or all of the Collateral. To the extent allowed by
applicable law, Lessee waives all homestead and other property
exemption laws. On and after Lessee's exercise of its financing
option, Lessor may at any reasonable time examine the books and
records of the Lessee and make copies thereof.
(vi) Lessee acknowledges receipt of a true copy of the Lease, and waives
acceptance hereof.
(vii) If any installment or other amount due under this Section is not
paid within ten (10) days after its due date, Lessee agrees to pay a
late charge of five cents ($.05) per dollar on, and in addition to,
the amount of said installment, but not exceeding the maximum lawful
charges. If (A) Lessee fails to make payment of any amount due
pursuant to this Section within ten (10) days after the same becomes
due and payable; or (B) Lessee is in default under, or fails to
perform under any other term or condition contained in the Lease,
then the entire principal sum remaining unpaid under this Section,
together with all accrued interest thereon and any other sum payable
under this Lease, at the election of Lessor, shall immediately
become due and payable, with interest thereon at the lesser of
eighteen percent (18%) per annum or the highest rate not prohibited
by applicable law from the date of such accelerated maturity until
paid (both before and after any judgment). Lessee may prepay in full
(but not in part) its entire indebtedness under this Section, at any
time upon the payment of all amounts due and a prepayment premium
equal to one percent (1%) of the original Amount Financed.
(viii) The provisions of this Section shall survive any termination of the
Lease caused by Lessee's exercise of its financing option. Lessor
and any assignee of Lessor may assign its rights and interests, in
whole or in part, under this Section.
C. INTEREST RATE: Interest shall accrue from the Lease Commencement Date
through and including the date of termination of the Lease.
D. LEASE INTENDED AS A SECURITY; PROPERTY TAX
Lessee and Lessor agree that this Lease is a lease intended as security.
Lessee shall (a) list all Equipment, (b) report all property taxes
assessed against the Equipment and (c) pay all such taxes when due
directly to the appropriate taxing authority. Upon request of Lessor,
Lessee shall promptly provide proof of filing and proof of payment to
Lessor.
Lessor may notify Lessee (and Lessee agrees to follow such notification)
regarding any changes in property tax reporting and payment
responsibilities.
3
E. ARTICLE 2A NOTICE
IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM
COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES
THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A)
THE PERSON(S) SUPPLYING THE EQUIPMENT IS TXU COMMUNICATIONS VENTURES
COMPANY (THE "SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE PROMISES AND
WARRANTIES, INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY
SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS
PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH
RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND
RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND
WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF
REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES
ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND
ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY
LIMIT OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT AND
REMEDIES SECTION OF THE AGREEMENT.
F. STIPULATED LOSS AND TERMINATION VALUE TABLE*
Termination Stipulated Termination Stipulated
Rental Value Loss Value Value Loss Value
Basic Percentage Percentage Rental Percentage Percentage
1 100.963 100.963 31 47.949 47.949
2 99.359 99.359 32 46.429 46.429
3 97.749 97.749 33 44.901 44.901
4 96.131 96.131 34 43.367 43.367
5 94.506 94.506 35 41.826 41.826
6 92.875 92.875 36 40.278 40.278
7 91.235 91.235 37 37.723 37.723
8 89.589 89.589 38 36.161 36.161
9 87.935 87.935 39 34.593 34.593
10 86.274 86.274 40 33.017 33.017
11 84.606 84.606 41 31.435 31.435
12 82.930 82.930 42 29.845 29.845
13 79.246 79.246 43 28.249 28.249
14 77.556 77.556 44 26.645 26.645
15 75.858 75.858 45 25.034 25.034
16 74.152 74.152 46 23.417 23.417
17 72.439 72.439 47 21.792 21.792
18 70.718 70.718 48 20.159 20.159
19 68.989 68.989 49 18.520 18.520
20 67.253 67.253 50 16.873 16.873
21 65.509 65.509 51 15.219 15.219
22 63.758 63.758 52 13.558 13.558
23 61.999 61.999 53 11.889 11.889
24 60.231 60.231 54 10.213 10.213
25 58.457 58.457 55 8.530 8.530
26 56.674 56.674 56 6.839 6.839
27 54.883 54.883 57 5.140 5.140
28 53.085 53.085 58 3.435 3.435
29 51.278 51.278 59 1.721 1.721
30 49.463 49.463 60 0.000 0.000
*The Stipulated Loss Value Or Termination Value for any unit of Equipment Shall
be the Capitalized Lessor's Cost of such unit multiplied by the appropriate
percentage derived from the above table. In the event that the Lease is for any
reason extended, then the last percentage figure shown above shall control
throughout any such extended term.
4
G. MODIFICATIONS AND ADDITIONS FOR THIS SCHEDULE ONLY
For purposes of this Schedule only, the Agreement is amended as follows:
LEASE TERM OPTIONS
END OF BASIC TERM OPTIONS
Lessee hereby irrevocably agrees to purchase the Equipment upon the
expiration of the Basic Term. Lessee shall pay the Lessor the purchase
price of ONE MILLION SEVENTY-THREE THOUSAND THREE HUNDRED TWENTY AND
95/100 dollars ($1,073,320.95) in cash for the Equipment, on or before
October 1, 2004.
THE EQUIPMENT SHALL BE SOLD TO LESSEE AND POSSESSION MADE AVAILABLE TO
LESSEE "AS-IS" AND "WHERE-IS"; LESSOR WILL NOT MAKE ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY
AS TO FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE, MERCHANTABILITY, OR
PATENT INFRINGEMENT, EXCEPT THAT LESSOR SHALL HAVE THE RIGHT TO SELL THE
EQUIPMENT AND SHALL TRANSFER TO LESSEE GOOD TITLE FREE AND CLEAR OF ANY
SUPERIOR LIEN OR ENCUMBRANCE CREATED BY LESSOR. LESSEE IS LIABLE FOR ANY
TAXES PAYABLE AS A RESULT OF THIS SALE.
MANDATORY PURCHASE
IN THE EVENT THAT LESSEE TERMINATES EITHER OF ACCOUNT NUMBERS 0000000-001
OR 4139038-002 UNDER THE TERMS OF THE LEASE APPLICABLE TO SUCH ACCOUNT,
THEN LESSEE SHALL EXERCISE ITS PURCHASE OPTION UNDER SECTION 18 OF THE
LEASE AS OF THE DATE LESSEE TERMINATES SUCH ACCOUNT.
Initial: /s/ LN
H. PAYMENT AUTHORIZATION
You are hereby irrevocably authorized and directed to deliver and apply
the proceeds due under this Schedule as follows:
COMPANY NAME ADDRESS AMOUNT
------------ ------- ------
TXU Communications Ventures Company 000 Xxxxxx Xx. $2,238,462.94
Xxxxxx, XX 00000
This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned financing.
PURSUANT TO THE PROVISIONS OF THE LEASE, AS IT RELATES TO THIS SCHEDULE, LESSEE
HEREBY CERTIFIES AND WARRANTS THAT (i) ALL EQUIPMENT LISTED ABOVE IS IN GOOD
CONDITION AND APPEARANCE, HAS BEEN DELIVERED AND INSTALLED (IF APPLICABLE) AS OF
THE DATE STATED ABOVE AND IN WORKING ORDER; (ii) LESSEE HAS INSPECTED THE
EQUIPMENT, AND ALL SUCH TESTING AS IT DEEMS NECESSARY HAS BEEN PERFORMED BY
LESSEE, SUPPLIER OR THE MANUFACTURER; AND (iii) LESSEE ACCEPTS THE EQUIPMENT FOR
ALL PURPOSES OF THE LEASE AND ALL ATTENDANT DOCUMENTS.
LESSEE DOES FURTHER CERTIFY THAT AS OF THE DATE HEREOF (i) LESSEE IS NOT IN
DEFAULT UNDER THE LEASE; AND (ii) THE REPRESENTATIONS AND WARRANTIES MADE BY
LESSEE PURSUANT TO OR UNDER THE LEASE ARE TRUE AND CORRECT ON THE DATE HEREOF.
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not binding or
effective with respect to the Agreement or Equipment until executed on behalf of
Lessor and Lessee by authorized representatives of Lessor and Lessee,
respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION TXU COMMUNICATIONS VENTURES COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxx
---------------------------- -------------------------------
Name: XXXXXXX X. XXXXXXXX Name: Xxxxxx Xxxxx
Title: RISK ANALYST Title: Vice President-Finance and
Administration
5
Exhibit A
to
Equipment Schedule No. 001
dated
3/18, 2002
Invoice
Vendor Invoice # Date Amount
------ --------- ------ ------
HBC Engineering 94L3878 9/10/01 $ 375.00
94L4011 10/8/01 $ 175.00
Rytech Construction Services 19353 10/7/01 $ 21.00
19391 9/14/01 $ 302.33
19409 9/14/01 $ 47.50
19439 9/14/01 $ 52.50
19465 9/14/01 $ 47.50
Xxxxx Electric 30060 6/4/01 $ 6,065.52
30067 6/29/01 $ 50,731.14
30072 7/25/01 $ 136,815.97
30113 9/4/01 $ 2,905.67
30111 9/4/01 $ 305,796.33
30121 10/1/01 $ 88,371.46
KinKo's 211700023654 6/15/01 $ 51.80
211700023692 6/20/01 $ 16.09
211700023741 6/25/01 $ 2,052.25
A & E Products Co. 157333 6/21/01 $ 171.25
Don Drive Interiors, Inc. 1027-04-01-1 6/06/01 $ 54,735.00
1027-04-01-2 7/3/01 $ 203,951.00
1027-04-01-3 8/1/01 $ 168,645.00
1027-04-01-4 9/4/01 $ 397,882.00
1027-04-01-5 10/04/01 $ 179,382.00
Prompt Mechanical, Inc. 3285 6/11/01 $ 24,356.25
3333 6/29/01 $ 55,347.53
3363 7/12/01 $ 117,620.23
3441 8/15/01 $ 40,403.61
3392 8/3/01 $ 148,423.68
3541 9/25/01 $ 75,159.49
The Xxxxx Group 010259 3/26/01 $ 14,855.16
010301 5/4/01 $ 7,456.99
010485 5/25/01 $ 18,587.02
010538 6/18/01 $ 58,341.13
010609 7/28/01 $ 59,090.34
Xxxxxx Xxxxxx 6/12/01 $ 5,335.14
10/10/01 $ 10,347.61
Xxxxxxxxxxx Xxxxx 18933 8/3/01 $ 655.74
Xxxxxxx Xxxxxx 00000 8/13/01 $ 145.18
Xxxx Xxxxxx 17476 6/21/01 $ 92.35
18231 7/19/01 $ 199.02
18232 7/19/01 $ 193.60
18233 7/16/01 $ 311.27
19375 8/16/01 $ 347.67
19376 8/4/01 $ 457.64
19377 8/16/01 $ 262.97
20019 9/11/01 $ 188.88
20020 9/11/01 $ 365.94
20021 9/11/01 $ 304.83
20377 9/17/01 $ 505.04
20827 10/08/01 $ 307.06
20828 10/08/01 $ 208.26
-------------
$2,238,462.94
Initial: /s/ LN
1 of 1
ANNEX B
TO
SCHEDULE NO. 001
DATED THIS 18th DAY OF March, 2002
TO MASTER LEASE AGREEMENT DATED AS OF
XXXX OF SALE
KNOW ALL MEN BY THESE PRESENTS: TXU Communications Ventures Company ("Seller"),
for and in consideration of the sum of One Dollar ($1) and other good and
valuable consideration, provided by GENERAL ELECTRIC CAPITAL CORPORATION, FOR
ITSELF AND AS AGENT FOR CERTAIN PARTICIPANTS ("Buyer"), with offices at 00000
Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, the receipt of which is hereby
acknowledged, does hereby sell, assign, transfer, set over and convey to Buyer
the equipment (the "Equipment") leased under Schedule No. 001 dated as of
March 18, 2002, between Seller and Buyer, executed pursuant to the Master Lease
Agreement dated February 25, 2002, between Seller and Buyer, a copy of which is
attached hereto and made a part hereof.
Buyer and Seller agree and acknowledge that the sale and conveyance contemplated
hereby is solely for the purpose of granting to Buyer a security interest in the
Equipment. All Equipment in which an interest is conveyed hereby shall remain in
the possession of Seller pursuant to the Lease.
Lessee represents and warrants to Lessor that (i) Lessee will keep the interest
conveyed to Lessor in the Equipment hereunder free from all liens and
encumbrances whatsoever; (ii) Lessee has the right to execute and deliver this
Xxxx of Sale; (iii) the Equipment has been delivered to Lessee in good order and
condition, and conforms to the specifications, requirements and standards
applicable thereto; and (iv) the Equipment has been accurately labeled,
consistent with the requirements of 40 CFR part 82 Subpart E, with respect to
products manufactured with a controlled (ozone-depleting) substance.
Lessee agrees to save and hold harmless Lessor from and against any and all
federal, state, municipal and local license fees and taxes of any kind or
nature, including, without limiting the generality of the foregoing, any and all
excise, personal property, use and sales taxes, and from and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions and suits
resulting therefrom and imposed upon, incurred by or asserted against Lessor as
a consequence of the sale of the Equipment to Lessor.
IN WITNESS WHEREOF, Buyer and Seller have executed this Xxxx of Sale this 18th
day of March, 2002.
BUYER: SELLER:
GENERAL ELECTRIC CAPITAL CORPORATION TXU Communications Ventures Company
By: /s/ Xxxxxxx X. Xxxxxxxx BY:/s/ Xxxxxx Xxxxx
--------------------------------- -----------------------------
Name: XXXXXXX X. XXXXXXXX Name: Xxxxxx Xxxxx
Title: RISK ANALYST Title: Vice President-Finance and
Administration
EXHIBIT I
TO SCHEDULE NO. 001
DATED THIS 3/18/02
TO MASTER LEASE AGREEMENT
DATED AS OF FEBRUARY 25, 2002
floating
rate
payment adjustment
number factor
------ ---------
1 8.2677
2 8.1335
3 7.9989
4 7.8640
5 7.7287
6 7.5775
7 7.4415
8 7.3053
9 7.1530
10 7.0161
11 6.8788
12 6.7255
13 6.5719
14 6.4327
15 6.2932
16 6.1533
17 6.0131
18 5.8578
19 5.7168
20 5.5756
21 5.4192
22 5.2772
23 5.1349
24 4.9774
25 4.8195
26 4.6716
27 4.5232
28 4.3745
29 4.2255
30 4.0658
31 3.9417
32 3.8174
33 3.6824
34 3.5574
35 3.4321
36 3.2963
37 3.1601
38 3.0296
39 2.8988
40 2.7678
41 2.6363
42 2.4986
43 2.3665
44 2.2342
45 2.0955
46 1.9624
47 1.8291
48 1.6894
49 1.5494
50 1.4108
51 1.2718
52 1.1326
53 0.9930
54 0.8513
55 0.7110
56 0.5704
57 0.4277
58 0.2865
59 0.1448
60 0.0011
Rental Adjustment =
(Basis Point Change in Index) times
(Floating Rate Adjustment Factor) times
(Original Equipment Cost) divided by
1,000,000
Initials: /s/ WSA /s/ LN
------------ -----------
Lessor Lessee
CERTIFICATE CONCERNING
PAYMENT OF PERSONAL PROPERTY TAXES
(LESSEE REPORTS PROPERTY AS OWNER)
To: General Electric Capital Corporation
To insure Lessee's compliance with the provisions of the Master Lease Agreement
dated as of February 25, 2002 (the "LEASE") by and between the undersigned,
as Lessee, and GENERAL ELECTRIC CAPITAL CORPORATION (together with its
successors and assigns, if any) as Lessor, with respect to the payment of
personal property taxes on the Property described in Section A of Schedule
No.001 to the Lease (the "PROPERTY"), Lessee hereby agrees that it will list
itself as owner of the equipment and report all equipment under this schedule as
owner. Lessee agrees to pay as such personal property tax (or personal property
tax equivalent) relating to the equipment to the appropriate taxing jurisdiction
on a timely basis until Lessor shall otherwise direct in writing. Lessee agrees
to pay and all penalties or interest relating to the reporting of the
aforementioned equipment.
If Lessor should receive any tax assessments resulting from the incorrect, late
or absent personal property tax reporting or payment by the Lessee, the Lessee
agrees to immediately, reimburse Lessor upon receipt of written request for
reimbursement for any personal property tax (or personal property tax
equivalent) charged to or against the Lessor.
Lessee agrees to submit to Lessor copies of personal property tax returns and
reports (with, if requested, any and all work papers) and cancelled checks
indicating proof of payment.
LESSEE: TXU COMMUNICATIONS VENTURES COMPANY
By: /s/ Xxxxxx Xxxxx
-----------------------------------------------
Title: Vice President - Finance and Administration
Date: 3-1-02
