MASTER LEASE
XXXXX FARGO EQUIPMENT FINANCE, INC.
XXXXXXXXX XXXXXXXX, XXXXX 000
XXXXX XXXXX 000 XXXXXXXXX XXXXXX
XXXXXXXXXXX, XX 00000-0000
MASTER LEASE NUMBER 46866 DATED AS OF APRIL 27, 1999
NAME AND ADDRESS OF LESSEE:
LABOR READY SOUTHWEST, INC.
0000 X. 00XX XXXXXX
XXXXXX, XX 00000
MASTER LEASE PROVISIONS
1. LEASE. LESSOR HEREBY AGREES TO LEASE TO LESSEE, AND LESSEE HEREBY AGREES TO
LEASE FROM LESSOR, THE PERSONAL PROPERTY DESCRIBED IN A SUPPLEMENT OR
SUPPLEMENTS TO THIS MASTER LEASE FROM TIME TO TIME SIGNED BY LESSOR AND LESSEE
UPON THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE RELATED SUPPLEMENT
(SUCH PROPERTY TOGETHER WITH ALL REPLACEMENTS, REPAIRS, AND ADDITIONS
INCORPORATED THEREIN OR AFFIXED THERETO BEING REFERRED TO HEREIN AS THE
"EQUIPMENT). THE LEASE OF THE ITEMS DESCRIBED IN A PARTICULAR SUPPLEMENT SHALL
BE CONSIDERED A SEPARATE LEASE PURSUANT TO THE TERMS OF THE MASTER LEASE AND THE
SUPPLEMENT THE SAME AS IF A SINGLE LEASE AGREEMENT CONTAINING SUCH TERMS HAD
BEEN EXECUTED COVERING SUCH ITEMS.
2. TERM. THE TERM OF THIS LEASE WITH RESPECT TO EACH ITEM OF EQUIPMENT SHALL
BEGIN ON THE DATE IT IS ACCEPTED BY LESSEE AND SHALL CONTINUE FOR THE NUMBER OF
CONSECUTIVE MONTHS FROM THE RENT COMMENCEMENT DATE SHOWN IN THE RELATED
SUPPLEMENT (THE "INITIAL TERM) UNLESS EARLIER TERMINATED AS PROVIDED HEREIN OR
UNLESS EXTENDED AUTOMATICALLY AS PROVIDED BELOW IN THIS PARAGRAPH. THE RENT
COMMENCEMENT DATE IS THE 15TH DAY OF THE MONTH IN WHICH ALL OF THE ITEMS OF
EQUIPMENT DESCRIBED IN THE RELATED SUPPLEMENT HAVE BEEN DELIVERED AND ACCEPTED
BY LESSEE IF SUCH DELIVERY AND ACCEPTANCE IS COMPLETED ON OR BEFORE THE 15TH OF
SUCH MONTH, AND THE RENT COMMENCEMENT DATE IS THE LAST DAY OF SUCH MONTH IF SUCH
DELIVERY AND ACCEPTANCE IS COMPLETED DURING THE BALANCE OF SUCH MONTH. IN THE
EVENT LESSEE EXECUTES THE RELATED SUPPLEMENT PRIOR TO DELIVERY AND ACCEPTANCE OF
ALL ITEMS OF EQUIPMENT DESCRIBED THEREIN, LESSEE AGREES THAT THE RENT
COMMENCEMENT DATE MAYBE LEFT BLANK WHEN LESSEE EXECUTES THE RELATED SUPPLEMENT
AND HEREBY AUTHORIZES LESSOR TO INSERT THE RENT COMMENCEMENT DATE BASED UPON THE
DATE APPEARING ON THE DELIVERY AND ACCEPTANCE CERTIFICATE SIGNED BY LESSEE WITH
RESPECT TO THE LAST ITEM OF EQUIPMENT TO BE DELIVERED.
AUTOMATIC EXTENSION. LESSEE OR LESSOR MAY TERMINATE THIS LEASE AT THE
EXPIRATION OF THE INITIAL TERM BY GIVING THE OTHER AT LEAST 90 DAYS PRIOR
WRITTEN NOTICE OF TERMINATION. IF NEITHER LESSEE NOR LESSOR GIVES SUCH NOTICE,
THEN THE TERM OF THIS LEASE SHALL BE EXTENDED AUTOMATICALLY ON THE SAME RENTAL
AND OTHER TERMS SET FORTH HEREIN (EXCEPT THAT IN ANY EVENT RENT DURING ANY
EXTENDED TERM SHALL BE PAYABLE IN THE AMOUNTS AND AT THE TIMES PROVIDED IN
PARAGRAPH 3) FOR SUCCESSIVE PERIODS OF ONE MONTH UNTIL TERMINATED BY EITHER
LESSEE OR LESSOR GIVING THE OTHER AT LEAST 90 DAYS PRIOR WRITTEN NOTICE OF
TERMINATION.
3. RENT LESSEE SHALL PAY AS BASIC RENT FOR THE INITIAL TERM OF THIS LEASE THE
AMOUNT SHOWN IN THE RELATED SUPPLEMENT AS TOTAL BASIC RENT. THE TOTAL BASIC RENT
SHALL BE PAYABLE IN INSTALLMENTS EACH IN THE AMOUNT OF THE BASIC RENTAL PAYMENT
SET FORTH IN THE RELATED SUPPLEMENT PLUS SALES AND USE TAX THEREON. LESSEE SHALL
PAY ADVANCE INSTALLMENTS AND ANY SECURITY DEPOSIT, EACH AS SHOWN IN THE RELATED
SUPPLEMENT, ON THE DATE IT IS EXECUTED BY LESSEE. SUBSEQUENT INSTALLMENTS SHALL
BE PAYABLE ON THE FIRST DAY OF EACH RENTAL PAYMENT PERIOD SHOWN IN THE RELATED
SUPPLEMENT BEGINNING AFTER THE FIRST RENTAL PAYMENT PERIOD; PROVIDED, HOWEVER,
THAT LESSOR AND LESSEE MAY AGREE TO ANY OTHER PAYMENT SCHEDULE, INCLUDING
IRREGULAR PAYMENTS OR BALLOON PAYMENTS, IN WHICH EVENT THEY SHALL BE SET FORTH
IN THE SPACE PROVIDED IN THE SUPPLEMENT FOR ADDITIONAL PROVISIONS. IF THE ACTUAL
COST OF THE EQUIPMENT IS MORE OR LESS THAN THE TOTAL COST AS SHOWN IN THE
SUPPLEMENT, THE AMOUNT OF EACH INSTALLMENT OF RENT WILL BE ADJUSTED UP OR DOWN
TO PROVIDE THE SAME YIELD TO LESSOR AS WOULD HAVE BEEN OBTAINED IF THE ACTUAL
COST HAD BEEN THE SAME AS THE TOTAL COST. ADJUSTMENTS OF 10% OR LESS MAY BE MADE
BY WRITTEN NOTICE FROM LESSOR TO LESSEE. ADJUSTMENTS OF MORE THAN 10% SHALL BE
MADE BY EXECUTION OF AN AMENDMENT TO THE SUPPLEMENT REFLECTING THE CHANGE IN
TOTAL COST AND RENT.
DURING ANY EXTENDED TERM OF THIS LEASE, BASIC RENT SHALL BE PAYABLE MONTHLY
IN ADVANCE ON THE FIRST DAY OF EACH MONTH DURING SUCH EXTENDED TERM IN THE
AMOUNT EQUAL TO THE BASIC RENTAL PAYMENT SET FORTH IN THE RELATED SUPPLEMENT IF
RENT IS PAYABLE MONTHLY DURING THE INITIAL TERM OR IN AN AMOUNT EQUAL TO THE
MONTHLY EQUIVALENT OF THE BASIC RENTAL PAYMENT SET FORTH IN THE RELATED
SUPPLEMENT IF RENT IS PAYABLE OTHER THAN MONTHLY DURING THE INITIAL TERM. IN
ADDITION, LESSEE SHALL PAY ANY APPLICABLE SALES AND USE TAX ON RENT PAYABLE
DURING ANY EXTENDED TERM.
IN ADDITION TO BASIC RENT, WHICH IS PAYABLE ONLY FROM THE RENT COMMENCEMENT
DATE AS PROVIDED ABOVE, LESSEE AGREES TO PAY INTERIM RENT WITH RESPECT TO EACH
SEPARATE ITEM OF EQUIPMENT COVERED BY A PARTICULAR SUPPLEMENT FROM THE DATE IT
IS DELIVERED AND ACCEPTED TO THE RENT COMMENCEMENT DATE AT A DAILY RATE EQUAL TO
THE PERCENTAGE OF LESSOR'S COST OF SUCH ITEM SPECIFIED IN SUCH SUPPLEMENT.
INTERIM RENT ACCRUING EACH CALENDAR MONTH SHALL BE PAYABLE BY THE 10TH DAY OF
THE FOLLOWING MONTH AND IN ANY EVENT ON THE RENT COMMENCEMENT DATE. LESSEE
AGREES THAT IF ALL OF THE ITEMS OF EQUIPMENT COVERED BY SUCH SUPPLEMENT HAVE NOT
BEEN DELIVERED AND ACCEPTED THEREUNDER BEFORE THE DATE SPECIFIED AS THE CUTOFF
DATE IN SUCH SUPPLEMENT, LESSEE SHALL PURCHASE FROM LESSOR THE ITEMS OF
EQUIPMENT THEN SUBJECT TO THE LEASE WITHIN FIVE DAYS AFTER LESSOR'S REQUEST TO
DO SO FOR A PRICE EQUAL TO LESSORS COST OF SUCH ITEMS PLUS ALL ACCRUED BUT
UNPAID INTERIM RENT THEREON. LESSEE SHALL ALSO PAY ANY APPLICABLE SALES AND USE
TAX ON SUCH SALE.
4. SECURITY DEPOSIT. LESSOR MAY APPLY ANY SECURITY DEPOSIT TOWARD ANY OBLIGATION
OF LESSEE UNDER THIS LEASE, AND SHALL RETURN ANY UNAPPLIED BALANCE TO LESSEE
WITHOUT INTEREST UPON SATISFACTION OF LESSEE'S OBLIGATIONS HEREUNDER.
5. WARRANTIES. LESSEE AGREES THAT IT HAS SELECTED EACH ITEM OF EQUIPMENT BASED
UPON ITS OWN JUDGMENT AND DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS OR
REPRESENTATIONS MADE BY LESSOR. LESSOR MAKES NO WARRANTY WITH RESPECT TO THE
EQUIPMENT, EXPRESS OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE
EQUIPMENT LESSEE AGREES TO MAKE THE RENTAL AND OTHER PAYMENTS REQUIRED HEREUNDER
WITHOUT REGARD TO THE CONDITION OF THE EQUIPMENT AND TO LOOK ONLY TO PERSONS
OTHER THAN LESSOR SUCH AS THE MANUFACTURER, VENDOR OR CARRIER THEREOF SHOULD ANY
ITEM OF EQUIPMENT FOR ANY REASON BE DEFECTIVE. SO LONG AS NO EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, LESSOR AGREES, TO THE EXTENT THEY ARE
ASSIGNABLE, TO ASSIGN TO LESSEE, WITHOUT ANY RECOURSE TO LESSOR, ANY WARRANTY
RECEIVED BY LESSOR.
6. TITLE. TITLE TO THE EQUIPMENT SHALL AT ALL TIMES REMAIN IN LESSOR, AND LESSEE
AT ITS EXPENSE SHALL PROTECT AND DEFEND THE TITLE OF LESSOR AND KEEP IT FREE OF
ALL CLAIMS AND LIENS OTHER THAN THE RIGHTS OF LESSEE HEREUNDER AND CLAIMS AND
LIENS CREATED BY OR ARISING THROUGH LESSOR. THE EQUIPMENT SHALL REMAIN PERSONAL
PROPERTY REGARDLESS OF ITS ATTACHMENT TO REALTY, AND LESSEE AGREES TO TAKE SUCH
ACTION AT ITS EXPENSE AS MAY BE NECESSARY TO PREVENT ANY THIRD PARTY FROM
ACQUIRING ANY INTEREST IN THE EQUIPMENT AS A RESULT OF ITS ATTACHMENT TO REALTY.
7 LAWS AND TAXES. LESSEE SHALL COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO
THE EQUIPMENT AND ITS USE AND SHALL PROMPTLY PAY WHEN DUE ALL SALES, USE,
PROPERTY, EXCISE AND OTHER TAXES AND ALL LICENSE AND REGISTRATION FEES NOW OR
HEREAFTER IMPOSED BY ANY GOVERNMENTAL BODY OR AGENCY UPON THE EQUIPMENT OR ITS
USE OR THE RENTALS HEREUNDER. UPON REQUEST BY LESSOR, LESSEE SHALL PREPARE AND
FILE ALL TAX RETURNS RELATING TO TAXES FOR WHICH LESSEE IS RESPONSIBLE HEREUNDER
WHICH LESSEE IS PERMITTED TO FILE UNDER THE LAWS OF THE APPLICABLE TAXING
JURISDICTION.
8. INDEMNITY. LESSEE HEREBY INDEMNIFIES LESSOR AGAINST AND AGREES TO SAVE LESSOR
HARMLESS FROM ANY AND ALL LIABILITY AND EXPENSE ARISING OUT OF THE ORDERING,
OWNERSHIP, USE, CONDITION, OR OPERATION OF EACH ITEM OF EQUIPMENT DURING THE
TERM OF THIS LEASE, INCLUDING LIABILITY FOR DEATH OR INJURY TO PERSONS, DAMAGE
TO PROPERTY, STRICT LIABILITY UNDER THE LAWS OR JUDICIAL DECISIONS OF ANY STATE
OR THE UNITED STATES, AND LEGAL EXPENSES IN DEFENDING ANY CLAIM BROUGHT TO
ENFORCE ANY SUCH LIABILITY OR EXPENSE.
9. ASSIGNMENT WITHOUT LESSORS PRIOR WRITTEN CONSENT, LESSEE WILL NOT SELL,
ASSIGN, SUBLET, PLEDGE, OR OTHERWISE ENCUMBER OR PERMIT A LIEN ARISING THROUGH
LESSEE TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE OR THE EQUIPMENT, OR
REMOVE THE EQUIPMENT FROM ITS LOCATION REFERRED TO ABOVE. LESSOR MAY ASSIGN ITS
INTEREST IN THIS LEASE AND SELL OR GRANT A SECURITY INTEREST IN ALL OR ANY PART
OF THE EQUIPMENT WITHOUT NOTICE TO OR THE CONSENT OF LESSEE. LESSEE AGREES NOT
TO ASSERT AGAINST ANY ASSIGNEE OF LESSOR ANY CLAIM OR DEFENSE LESSEE MAY HAVE
AGAINST LESSOR.
10. INSPECTION. LESSOR MAY INSPECT THE EQUIPMENT AT ANYTIME AND FROM TIME TO
TIME DURING REGULAR BUSINESS HOURS.
11. REPAIRS. LESSEE WILL USE THE EQUIPMENT WITH DUE CARE AND FOR THE PURPOSE FOR
WHICH IT IS INTENDED. LESSEE WILL MAINTAIN THE EQUIPMENT IN GOOD REPAIR,
CONDITION AND WORKING ORDER AND WILL FURNISH ALL PARTS AND SERVICES REQUIRED
THEREFOR, ALL AT ITS EXPENSE, ORDINARY WEAR AND TEAR EXCEPTED. LESSEE SHALL, AT
ITS EXPENSE, MAKE ALL MODIFICATIONS AND IMPROVEMENTS TO THE EQUIPMENT REQUIRED
BY LAW, AND SHALL NOT MAKE OTHER MODIFICATIONS OR IMPROVEMENTS TO THE EQUIPMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. ALL PARTS, MODIFICATIONS AND
IMPROVEMENTS TO THE EQUIPMENT SHALL, WHEN INSTALLED OR MADE, IMMEDIATELY BECOME
THE PROPERTY OF LESSOR AND PART OF THE EQUIPMENT FOR ALL PURPOSES.
12. LOSS OR DAMAGE. IN THE EVENT ANY ITEM of EQUIPMENT SHALL BECOME LOST,
STOLEN, DESTROYED, DAMAGED BEYOND REPAIR OR RENDERED PERMANENTLY UNFIT FOR USE
FOR ANY REASON, OR IN THE EVENT of CONDEMNATION OR SEIZURE of ANY ITEM of
EQUIPMENT, LESSEE SHALL PROMPTLY PAY LESSOR THE SUM of (a) THE AMOUNT of ALL
RENT AND OTHER AMOUNTS PAYABLE BY LESSEE HEREUNDER WITH RESPECT TO SUCH ITEM DUE
BUT UNPAID AT THE DATE of SUCH PAYMENT PLUS (b) THE AMOUNT of ALL UNPAID RENT
WITH RESPECT TO SUCH ITEM FOR THE BALANCE of THE TERM of THIS LEASE NOT YET DUE
AT THE TIME of such PAYMENT DISCOUNTED FROM THE RESPECTIVE DATES INSTALLMENT
PAYMENTS WOULD BE DUE AT THE RATE IMPLICIT IN THE SCHEDULE of RENTAL PAYMENTS
WHEN APPLIED TO THE COST of SUCH ITEM PLUS (c) 10% of THE COST of SUCH ITEM AS
SHOWN IN THE RELATED SUPPLEMENT. UPON PAYMENT of SUCH AMOUNT TO LESSOR, SUCH
ITEM SHALL BECOME THE PROPERTY of LESSEE, LESSOR WILL TRANSFER TO LESSEE,
WITHOUT RECOURSE OR WARRANTY, ALL of LESSOR'S RIGHT, TITLE AND INTEREST THEREIN,
THE RENT WITH RESPECT TO SUCH ITEM SHALL TERMINATE, AND THE BASIC RENTAL
PAYMENTS ON THE REMAINING ITEMS SHALL BE REDUCED ACCORDINGLY. LESSEE SHALL PAY
ANY SALES AND USE TAXES DUE ON SUCH TRANSFER. ANY INSURANCE OR CONDEMNATION
PROCEEDS RECEIVED SHALL BE CREDITED TO LESSEE'S OBLIGATION UNDER THIS PARAGRAPH
AND LESSOR SHALL BE ENTITLED TO ANY SURPLUS.
13. INSURANCE. LESSEE SHALL OBTAIN AND MAINTAIN ON OR WITH RESPECT TO THE
EQUIPMENT AT ITS OWN EXPENSE (a) LIABILITY INSURANCE INSURING AGAINST LIABILITY
FOR BODILY INJURY AND PROPERTY DAMAGE WITH A MINIMUM LIMIT of $500,000 COMBINED
SINGLE LIMIT AND (b) PHYSICAL DAMAGE INSURANCE INSURING AGAINST LOSS OR DAMAGE
TO THE EQUIPMENT IN AN AMOUNT NOT LESS THAN THE FULL REPLACEMENT VALUE of THE
EQUIPMENT. LESSEE SHALL FURNISH LESSOR WITH A CERTIFICATE of INSURANCE
EVIDENCING THE ISSUANCE of A POLICY OR POLICIES TO LESSEE IN AT LEAST THE
MINIMUM AMOUNTS REQUIRED HEREIN NAMING LESSOR AS AN ADDITIONAL INSURED
THEREUNDER FOR THE LIABILITY COVERAGE AND AS LOSS PAYEE FOR THE PROPERTY DAMAGE
COVERAGE. EACH SUCH POLICY SHALL BE IN SUCH FORM AND WITH SUCH INSURERS AS MAY
BE SATISFACTORY TO LESSOR, AND SHALL CONTAIN A CLAUSE REQUIRING THE INSURER TO
GIVE TO LESSOR AT LEAST 10 DAYS PRIOR WRITTEN NOTICE OF ANY ALTERATION IN THE
TERMS OF SUCH POLICY OR THE CANCELLATION THEREOF, AND A CLAUSE SPECIFYING THAT
NO ACTION OR MISREPRESENTATION BY LESSEE SHALL INVALIDATE SUCH POLICY. LESSOR
SHALL BE UNDER NO DUTY TO ASCERTAIN THE EXISTENCE OF OR TO EXAMINE ANY SUCH
POLICY OR TO ADVISE LESSEE IN THE EVENT ANY SUCH POLICY SHALL NOT COMPLY WITH
THE REQUIREMENTS HEREOF
14. RETURN OF THE EQUIPMENT UPON THE EXPIRATION OR EARLIER TERMINATION OF THIS
LEASE, LESSEE WILL IMMEDIATELY DELIVER THE EQUIPMENT TO LESSOR IN THE SAME
CONDITION AS WHEN DELIVERED TO LESSEE, ORDINARY WEAR AND TEAR EXCEPTED AT SUCH
LOCATION WITHIN THE CONTINENTAL UNITED STATES AS LESSOR SHALL DESIGNATE. LESSEE
SHALL PAY ALL TRANSPORTATION AND OTHER EXPENSES RELATING TO SUCH DELIVERY.
15. ADDITIONAL ACTION. LESSEE WILL PROMPTLY EXECUTE AND DELIVER TO LESSOR SUCH
FURTHER DOCUMENTS AND TAKE SUCH FURTHER ACTION AS LESSOR MAY REQUEST IN ORDER TO
CARRY OUT MORE EFFECTIVELY THE INTENT AND PURPOSE OF THIS LEASE, INCLUDING THE
EXECUTION AND DELIVERY OF APPROPRIATE FINANCING STATEMENTS TO PROTECT FULLY
LESSORS INTEREST HEREUNDER IN ACCORDANCE WITH THE UNIFORM COMMERCIAL CODE OR
OTHER APPLICABLE LAW LESSEE WILL FURNISH FROM TIME TO TIME ON REQUEST, A COPY OF
LESSEE'S LATEST ANNUAL BALANCE SHEET AND INCOME STATEMENT.
16. LATE CHARGES. IF ANY INSTALLMENT OF INTERIM RENT OR BASIC RENT IS NOT PAID
WHEN DUE, LESSOR MAY IMPOSE A LATE CHARGE OF UP TO 5% OF THE AMOUNT OF THE
INSTALLMENT BUT IN ANY EVENT NOT MORE THAN PERMITTED BY APPLICABLE LAW. PAYMENTS
THEREAFTER RECEIVED SHALL BE APPLIED FIRST TO DELINQUENT INSTALLMENTS AND THEN
TO CURRENT INSTALLMENTS.
17. DEFAULT EACH OF THE FOLLOWING EVENTS SHALL CONSTITUTE AN "EVENT OF DEFAULT"
HEREUNDER: (a) LESSEE SHALL FAIL TO PAY WHEN DUE ANY INSTALLMENT OF INTERIM RENT
OR BASIC RENT; (b) LESSEE SHALL FAIL TO OBSERVE OR PERFORM ANY OTHER AGREEMENT
TO BE OBSERVED OR PERFORMED BY LESSEE HEREUNDER AND THE CONTINUANCE THEREOF FOR
10 CALENDAR DAYS FOLLOWING WRITTEN NOTICE THEREOF BY LESSOR TO LESSEE; (c)
LESSEE OR ANY GUARANTOR OF THIS LEASE OR ANY PARTNER OF LESSEE if LESSEE IS A
PARTNERSHIP SHALL CEASE DOING BUSINESS AS A GOING CONCERN OR MAKE AN ASSIGNMENT
FOR THE BENEFIT OF CREDITORS; (d) LESSEE OR ANY GUARANTOR OF THIS LEASE OR ANY
PARTNER OF LESSEE IF LESSEE IS A PARTNERSHIP SHALL VOLUNTARILY FILE, OR HAVE
FILED AGAINST IT INVOLUNTARILY, A PETITION FOR LIQUIDATION, REORGANIZATION,
ADJUSTMENT OF DEBT, OR SIMILAR RELIEF UNDER THE FEDERAL BANKRUPTCY CODE OR ANY
OTHER PRESENT OR FUTURE FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY LAW, OR A
TRUSTEE, RECEIVER, OR LIQUIDATOR SHALL BE APPOINTED OF IT OR OF ALL OR A
SUBSTANTIAL PART OF ITS ASSETS; (e) ANY INDIVIDUAL LESSEE, GUARANTOR OF THIS
LEASE, OR PARTNER OF LESSEE IF LESSEE IS A PARTNERSHIP SHALL DIE; (f) ANY
FINANCIAL OR CREDIT INFORMATION SUBMITTED BY OR ON BEHALF OF LESSEE SHALL PROVE
TO HAVE BEEN FALSE OR MATERIALLY MISLEADING WHEN MADE; (g) AN EVENT OF DEFAULT
SHALL OCCUR UNDER ANY OTHER OBLIGATION LESSEE OWES TO LESSOR; (h) ANY
INDEBTEDNESS LESSEE MAY NOW OR HEREAFTER OWE TO ANY AFFILIATE OF LESSOR SHALL BE
ACCELERATED FOLLOWING A DEFAULT THEREUNDER OR, IF ANY SUCH INDEBTEDNESS IS
PAYABLE ON DEMAND, PAYMENT THEREOF SHALL BE DEMANDED; (i) if LESSEE IS A
CORPORATION, MORE THAN 50% OF THE SHARES OF VOTING STOCK OF LESSEE SHALL BECOME
OWNED BY A SHAREHOLDER OR SHAREHOLDERS WHO WERE NOT OWNERS OF VOTING STOCK OF
LESSEE ON THE DATE THIS LEASE BEGINS OR, IF LESSEE IS A PARTNERSHIP, MORE THAN
50% OF THE PARTNERSHIP INTERESTS IN THE LESSEE SHALL BECOME OWNED BY A PARTNER
OR PARTNERS WHO WERE NOT PARTNERS OF LESSEE ON THE DATE THIS LEASE BEGINS; AND
6) LESSEE SHALL CONSOLIDATE WITH OR MERGE INTO, OR SELL OR LEASE ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS TO, ANY INDIVIDUAL, CORPORATION, OR OTHER
ENTITY.
18. REMEDIES. LESSOR AND LESSEE AGREE THAT LESSOR'S DAMAGES SUFFERED BY REASON
OF AN EVENT OF DEFAULT ARE UNCERTAIN AND NOT CAPABLE OF EXACT MEASUREMENT AT THE
TIME THIS LEASE IS EXECUTED BECAUSE THE VALUE OF THE EQUIPMENT AT THE EXPIRATION
OF THIS LEASE IS UNCERTAIN, AND THEREFORE THEY AGREE THAT FOR PURPOSES OF THIS
PARAGRAPH 18 "LESSOR'S LOSS" AS OF ANY DATE SHALL BE THE SUM OF THE FOLLOWING:
(1) THE AMOUNT OF ALL RENT AND OTHER AMOUNTS PAYABLE BY LESSEE HEREUNDER DUE BUT
UNPAID AS OF SUCH DATE PLUS (2) THE AMOUNT OF ALL UNPAID RENT FOR THE BALANCE OF
THE TERM OF THIS LEASE NOT YET DUE AS OF SUCH DATE DISCOUNTED FROM THE
RESPECTIVE DATES INSTALLMENT PAYMENTS WOULD BE DUE AT THE RATE OF 5% PER ANNUM
PLUS (3) 10% OF THE COST OF THE EQUIPMENT SUBJECT TO THIS LEASE AS OF SUCH DATE.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND AT ANY TIME THEREAFTER,
LESSOR MAY EXERCISE ANY ONE OR MORE OF THE REMEDIES LISTED BELOW AS LESSOR IN
ITS SOLE DISCRETION MAY LAWFULLY ELECT; PROVIDED, HOWEVER, THAT UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT SPECIFIED IN PARAGRAPH 17(d), AN AMOUNT EQUAL
TO LESSOR'S LOSS AS OF THE DATE OF SUCH OCCURRENCE SHALL AUTOMATICALLY BECOME
AND BE IMMEDIATELY DUE AND PAYABLE WITHOUT NOTICE OR DEMAND OF ANY KIND.
a) LESSOR MAY, BY WRITTEN NOTICE TO LESSEE, TERMINATE THIS LEASE AND DECLARE AN
AMOUNT EQUAL TO LESSOR'S LOSS AS OF THE DATE OF SUCH NOTICE TO BE IMMEDIATELY
DUE AND PAYABLE, AND THE SAME SHALL THEREUPON BE AND BECOME IMMEDIATELY DUE AND
PAYABLE WITHOUT FURTHER NOTICE OR DEMAND AND ALL RIGHTS OF LESSEE TO USE THE
EQUIPMENT SHALL TERMINATE BUT LESSEE SHALL BE AND REMAIN LIABLE AS PROVIDED IN
THIS PARAGRAPH 18. LESSEE SHALL AT ITS EXPENSE PROMPTLY DELIVER THE EQUIPMENT TO
LESSOR AT A LOCATION OR LOCATIONS WITHIN THE CONTINENTAL UNITED STATES
DESIGNATED BY LESSOR. LESSOR MAY ALSO ENTER UPON THE PREMISES WHERE THE
EQUIPMENT IS LOCATED AND TAKE IMMEDIATE POSSESSION OF AND REMOVE THE SAME WITH
OR WITHOUT INSTITUTING LEGAL PROCEEDINGS.
b) LESSOR MAY PROCEED BY APPROPRIATE COURT ACTION TO ENFORCE PERFORMANCE BY
LESSEE OF THE APPLICABLE COVENANTS OF THIS LEASE OR TO RECOVER, FOR BREACH OF
THIS LEASE, LESSOR'S LOSS AS OF THE DATE LESSOR'S LOSS IS DECLARED DUE AND
PAYABLE HEREUNDER; PROVIDED, HOWEVER, THAT UPON RECOVERY OF LESSORS LOSS FROM
LESSEE IN ANY SUCH ACTION WITHOUT HAVING TO REPOSSESS AND DISPOSE OF THE
EQUIPMENT, LESSOR SHALL TRANSFER THE EQUIPMENT TO LESSEE AT ITS THEN LOCATION
UPON PAYMENT OF ANY ADDITIONAL AMOUNT DUE UNDER CLAUSES (d) AND (e) BELOW.
c) IN THE EVENT LESSOR REPOSSESSES THE EQUIPMENT, LESSOR SHALL EITHER RETAIN THE
EQUIPMENT IN FULL SATISFACTION OF LESSEE'S OBLIGATION HEREUNDER OR SELL OR LEASE
EACH ITEM OF EQUIPMENT IN SUCH MANNER AND UPON SUCH TERMS AS LESSOR MAY IN ITS
SOLE DISCRETION DETERMINE. THE PROCEEDS OF SUCH SALE OR LEASE SHALL BE APPLIED
TO REIMBURSE LESSOR FOR LESSOR'S LOSS AND ANY ADDITIONAL AMOUNT DUE UNDER
CLAUSES (d) AND (e) BELOW. LESSOR SHALL BE ENTITLED TO ANY SURPLUS AND LESSEE
SHALL REMAIN LIABLE FOR ANY DEFICIENCY. FOR PURPOSES OF THIS SUBPARAGRAPH, THE
PROCEEDS OF ANY LEASE OF ALL OR ANY PART OF THE EQUIPMENT BY LESSOR SHALL BE THE
AMOUNT REASONABLY ASSIGNED BY LESSOR AS THE COST OF SUCH EQUIPMENT IN
DETERMINING THE RENT UNDER SUCH LEASE.
d) LESSOR MAY RECOVER INTEREST ON THE UNPAID BALANCE OF LESSOR'S LOSS FROM THE
DATE IT BECOMES PAYABLE UNTIL FULLY PAID AT THE RATE OF THE LESSER OF 8% PER
ANNUM OR THE HIGHEST RATE PERMITTED BY LAW.
e) LESSOR MAY EXERCISE ANY OTHER RIGHT OR REMEDY AVAILABLE TO IT BYLAW OR BY
AGREEMENT, AND MAY IN ANY EVENT RECOVER LEGAL FEES AND OTHER EXPENSES INCURRED
BY REASON OF AN EVENT OF DEFAULT OR THE EXERCISE OF ANY REMEDY HEREUNDER,
INCLUDING EXPENSES OF REPOSSESSION, REPAIR, STORAGE, TRANSPORTATION, AND
DISPOSITION OF THE EQUIPMENT.
IF ANY SUPPLEMENT IS DEEMED AT ANY TIME TO BE A LEASE INTENDED AS SECURITY,
LESSEE GRANTS LESSOR A SECURITY INTEREST IN THE EQUIPMENT TO SECURE ITS
OBLIGATIONS UNDER THIS LEASE AND ALL OTHER INDEBTEDNESS AT ANY TIME OWING BY
LESSEE TO LESSOR AND AGREES THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, IN
ADDITION TO ALL OF THE OTHER RIGHTS AND REMEDIES AVAILABLE TO LESSOR HEREUNDER,
LESSOR SHALL HAVE ALL OF THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE
UNIFORM COMMERCIAL CODE..
NO REMEDY GIVEN IN THIS PARAGRAPH IS INTENDED TO BE EXCLUSIVE, AND EACH
SHALL BE CUMULATIVE BUT ONLY TO THE EXTENT NECESSARY TO PERMIT LESSOR TO RECOVER
AMOUNTS FOR WHICH LESSEE IS LIABLE HEREUNDER NO EXPRESS OR IMPLIED WAIVER BY
LESSOR OF ANY BREACH OF LESSEE'S OBLIGATIONS HEREUNDER SHALL CONSTITUTE A WAIVER
OF ANY OTHER BREACH OF LESSEE'S OBLIGATIONS HEREUNDER.
19. NOTICES. ANY WRITTEN NOTICE HEREUNDER TO LESSEE OR LESSOR SHALL BE DEEMED TO
HAVE BEEN GIVEN WHEN DELIVERED PERSONALLY OR DEPOSITED IN THE UNITED STATES
MAILS, POSTAGE PREPAID, ADDRESSED TO RECIPIENT AT ITS ADDRESS SET FORTH ABOVE OR
AT SUCH OTHER ADDRESS AS MAY BE LAST KNOWN TO THE SENDER.
20. NET LEASE AND UNCONDITIONAL OBLIGATION. THIS LEASE IS A COMPLETELY NET LEASE
AND LESSEES OBLIGATION TO PAY RENT AND AMOUNTS PAYABLE BY LESSEE UNDER
PARAGRAPHS 12 AND 18 IS UNCONDITIONAL AND NOT SUBJECT TO ANY ABATEMENT,
REDUCTION, SETOFF OR DEFENSE OF ANY KIND.
21. NON-CANCELABLE LEASE. THIS LEASE CANNOT BE CANCELED OR TERMINATED EXCEPT AS
EXPRESSLY PROVIDED HEREIN.
22. SURVIVAL OF INDEMNITIES. LESSEE'S OBLIGATIONS UNDER PARAGRAPHS 7, 8, AND 18
SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS LEASE.
23. COUNTERPARTS. THERE SHALL BE BUT ONE COUNTERPART OF THE MASTER LEASE AND OF
EACH SUPPLEMENT AND SUCH COUNTERPART WILL BE MARKED "ORIGINAL." TO THE EXTENT
THAT ANY SUPPLEMENT CONSTITUTES CHATTEL PAPER (AS THAT TERM IS DEFINED BY THE
UNIFORM COMMERCIAL CODE), A SECURITY INTEREST MAY ONLY BE CREATED IN THE
SUPPLEMENT MARKED "ORIGINAL."
24. MISCELLANEOUS. THIS MASTER LEASE AND RELATED SUPPLEMENT(S) CONSTITUTE THE
ENTIRE AGREEMENT BETWEEN LESSOR AND LESSEE AND MAY BE MODIFIED ONLY BY A WRITTEN
INSTRUMENT SIGNED BY LESSOR AND LESSEE. ANY PROVISION OF THIS LEASE WHICH IS
UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE
TO THE EXTENT OF SUCH UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING
PROVISIONS OF THIS LEASE, AND ANY SUCH UNENFORCEABILITY IN ANY JURISDICTION
SHALL NOT RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION. IF THIS
LEASE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE SUBSTANTIVE LAWS OF THE STATE OF MINNESOTA. IN THE EVENT THERE IS MORE THAN
ONE LESSEE NAMED HEREIN OR IN ANY SUPPLEMENT, THE OBLIGATIONS OF EACH SHALL BE
JOINT AND SEVERAL.
LESSOR: XXXXX FARGO EQUIPMENT FINANCE, INC. LABOR READY SOUTHWEST, INC., LESSEE
BY BY
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TITLE TITLE
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MASTLEAS: SKS:04271999:1616:2117:46866-100:52036
AMENDMENT TO
TO MASTER LEASE #46866 DATED APRIL 27, 1999 (THE "LEASE")
BETWEEN
LABOR READY SOUTHWEST, INC. ("LESSEE")
AND
XXXXX FARGO EQUIPMENT FINANCE, INC. ("LESSOR")
Lessor and Lessee hereby mutually agree to amend the Lease as follows:
Paragraph 12 is amended by inserting in the second line after the phrase "shall
promptly" the phrase "either (i) replace the Equipment with identical equipment
and thereupon the replacement equipment shall be come the Equipment or (ii)".
Paragraph 12 is further amended by adding the following before the last sentence
thereof: "If Lessee elects to replace the equipment, Lessee shall transfer to
Lessor title to such replacement equipment, free and clear of any and all liens,
claims and encumbrances."
Except as modified herein, the terms and conditions of the Lease remain the
same.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment this day of
______________________1999.
Xxxxx Fargo Equipment Finance, Inc. Labor Ready Southwest, Inc.
By: ________________________________ By:_____________________________
Its:________________________________ Its:____________________________
SUPPLEMENT TO MASTER LEASE
OPTION TO PURCHASE
XXXXX FARGO EQUIPMENT FINANCE, INC.
XXXXXXXXX XXXXXXXX, XXXXX 000
XXXXX XXXXX 000 XXXXXXXXX XXXXXX
XXXXXXXXXXX, XX 00000-0000
SUPPLEMENT NUMBER 46866-100 DATED AS OF APRIL 27, 1999 TO
MASTER LEASE NUMBER 46866 DATED AS OF APRIL 27, 1999
NAME AND ADDRESS OF LESSEE:
LABOR READY SOUTHWEST, INC.
0000 X. 00XX XXXXXX
XXXXXX, XX 00000
THIS IS A SUPPLEMENT TO THE MASTER LEASE IDENTIFIED ABOVE BETWEEN LESSOR AND
LESSEE (THE "MASTER LEASE'). UPON THE EXECUTION AND DELIVERY BY LESSOR AND
LESSEE OF THIS SUPPLEMENT, LESSOR HEREBY AGREES TO LEASE TO LESSEE, AND LESSEE
HEREBY AGREES TO LEASE FROM LESSOR, THE EQUIPMENT DESCRIBED BELOW UPON THE
TERMS AND CONDITIONS OF THIS SUPPLEMENT AND THE MASTER LEASE. ALL TERMS AND
CONDITIONS OF THE MASTER LEASE SHALL REMAIN IN FULL FORCE AND EFFECT EXCEPT TO
THE EXTENT MODIFIED BY THIS SUPPLEMENT. THIS SUPPLEMENT AND THE MASTER LEASE AS
IT RELATES TO THIS SUPPLEMENT ARE HEREINAFTER REFERRED TO AS THE "LEASE".
EQUIPMENT DESCRIPTION:
(37) DIEBOLD 1064 IX FRONT LOAD CASH DISPENSERS
LOCATED AS MORE FULLY DESCRIBED ON EXHIBIT B
EQUIPMENT LOCATION: , ,
SUMMARY OF PAYMENT TERMS
INITIAL TERM IN MONTHS: 72 TOTAL COST: $512,501.80
PAYMENT FREQUENCY: MONTHLY TOTAL BASIC RENT.- $532,757.52
BASIC RENTAL PAYMENT: $7,399.41 PLUS INTERIM RENT DAILY RATE: .048
APPLICABLE SALES AND USE TAX
NUMBER OF INSTALLMENTS: 72 INTERIM RENT CUTOFF DATE: MAY 31, 1999
ADVANCE PAYMENTS: FIRST DUE ON SIGNING THIS LEASE SECURITY DEPOSIT. N/A
END OF TERM OPTIONS:
1. UPON EXPIRATION OF THE INITIAL TERM OF THE LEASE AND, PROVIDED THAT THE
LEASE HAS NOT BEEN TERMINATED EARLY AND LESSEE IS IN COMPLIANCE WITH THE
LEASE IN ALL RESPECTS, THEN LESSEE MAY EXERCISE ONE OF THE FOLLOWING
OPTIONS:
(i) PURCHASE ALL BUT NOT LESS THAN ALL OF THE EQUIPMENT AT THE EXPIRATION
OF THE INITIAL TERM OF THE LEASE FOR A PURCHASE PRICE OF 20.00% OF THE
ORIGINAL COST OF THE EQUIPMENT OR THE THEN FAIR MARKET VALUE OF THE
EQUIPMENT, WHICHEVER IS GREATER, UPON SATISFACTION OF THE FOLLOWING
CONDITIONS: (a) LESSEE GIVES LESSOR WRITTEN NOTICE AT LEAST 60 DAYS BUT NOT
MORE THAN 120 DAYS BEFORE THE EXPIRATION OF THE INITIAL TERM OF THE LEASE
OF LESSEE'S ELECTION TO PURCHASE THE EQUIPMENT HEREUNDER AND (b) LESSEE
DELIVERS A CERTIFIED OR CASHIERS CHECK FOR THE PURCHASE PRICE ON OR BEFORE
THE EXPIRATION OF THE INITIAL TERM OF THE LEASE. IF THERE IS A DEFAULT IN
THE LEASE EXISTING WHEN THE PURCHASE PRICE IS RECEIVED, LESSOR MAY APPLY
THE FUNDS RECEIVED TO CURE THE DEFAULT. "FAIR MARKET VALUE" OF THE
EQUIPMENT FOR PURPOSES OF THIS PARAGRAPH SHALL BEAN AMOUNT DETERMINED
ACCORDING TO THIS PARAGRAPH. UPON RECEIPT OF LESSEE'S NOTICE OF ELECTION TO
PURCHASE THE EQUIPMENT, LESSEE AND LESSOR WILL ATTEMPT TO AGREE ON AN
AMOUNT DURING THE NEXT 30 DAYS, AND THE AMOUNT SO AGREED UPON SHALL BE THE
FAIR MARKET VALUE. IN THE EVENT LESSOR AND LESSEE CANNOT AGREE ON AN AMOUNT
DURING SUCH 30-DAY PERIOD, THEN EACH PARTY SHALL CHOOSE AN INDEPENDENT
APPRAISER, AND THE TWO APPRAISERS SHALL EACH DETERMINE THE FAIR MARKET
VALUE OF THE EQUIPMENT ON THE BASIS OF AN ARM'S-LENGTH SALE BETWEEN AN
INFORMED AND WILLING BUYER (OTHER THAN A BUYER CURRENTLY IN POSSESSION) AND
AN INFORMED AND WILLING SELLER UNDER NO COMPULSION TO SELL. THE AVERAGE OF
THE AMOUNTS DETERMINED BY THE TWO APPRAISERS SHALL BE THE FAIR MARKET
VALUE. EACH PARTY SHALL PAY THE EXPENSES OF THE APPRAISER IT CHOOSES; OR
(ii) IF THE LESSEE FOR ANY REASON DOES NOT PURCHASE THE EQUIPMENT PURSUANT
TO AND IN ACCORDANCE WITH THE OPTION GRANTED IN PARAGRAPH 1(I) (THE
"OPTION'), THEN LESSEE SHALL ON THE EXPIRATION DATE OF THE INITIAL TERM OF
THE LEASE BE REQUIRED TO PAY LESSOR A RENTAL OF $8,757.78 PER MONTH PAYABLE
MONTHLY IN ADVANCE AS RENEWAL RENT FOR A RENEWAL PERIOD OF 12 MONTHS
BEGINNING AT THE EXPIRATION DATE OF THE INITIAL TERM OF THE LEASE, AND THE
LEASE SHALL BE RENEWED AND EXTENDED FOR SUCH PERIOD ON THE SAME TERMS AND
CONDITIONS (OTHER THAN THE RENT AND THE TERM). UPON EXPIRATION OF SUCH
RENEWAL PERIOD, LESSEE SHALL RETURN THE EQUIPMENT IN ACCORDANCE WITH THE
LEASE.
2. IF ON ACCOUNT OF CASUALTY OR OTHERWISE LESS THAN ALL OF THE EQUIPMENT IS
SUBJECT TO THE LEASE AT THE EXPIRATION OF THE INITIAL TERM OF THE LEASE,
THEN THE OPTION PRICE UNDER PARAGRAPH I (I) SHALL BE COMPUTED WITH
REFERENCE ONLY TO THE ITEMS OF EQUIPMENT THEN SUBJECT TO THE LEASE, AND THE
DOLLAR FIGURE FOR FIXED RENT IN PARAGRAPH 1(II) SHALL BE REDUCED
PROPORTIONATELY BASED ON THE PROPORTION THAT THE ORIGINAL COST OF THE
REMAINING EQUIPMENT BEARS TO THE ORIGINAL COST OF ALL EQUIPMENT.
3. IF LESSEE SHOULD GIVE TIMELY NOTICE OF ELECTION TO PURCHASE THE EQUIPMENT
AS PROVIDED IN PARAGRAPH 1 AND FAIL TO MAKE TIMELY PAYMENT OF THE PURCHASE
PRICE, THEN LESSOR MAY IN ITS SOLE DISCRETION, BY WRITTEN NOTICE TO LESSEE,
(a) TREAT THE EQUIPMENT AS PURCHASED AND ENFORCE PAYMENT OF THE PURCHASE
PRICE, OR (b) DECLARE A FAILURE TO MEET THE CONDITIONS OF PURCHASE
WHEREUPON THE INTEREST OF LESSEE IN THE LEASE AND THE EQUIPMENT SHALL
TERMINATE AUTOMATICALLY.
4. FOLLOWING LESSOR'S RECEIPT OF THE PURCHASE PRICE FOR THE EQUIPMENT AND UPON
REQUEST BY LESSEE, LESSOR WILL DELIVER A XXXX OF SALE TRANSFERRING THE
EQUIPMENT TO LESSEE. LESSOR HEREBY WARRANTS THAT AT THE TIME OF TRANSFER
THE EQUIPMENT WILL BE FREE OF ALL SECURITY INTERESTS AND OTHER LIENS
CREATED BY OR ARISING THROUGH LESSOR. LESSOR MAKES NO OTHER WARRANTY WITH
RESPECT TO THE EQUIPMENT, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS
ANY WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND
ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE
INABILITY TO USE THE EQUIPMENT.
5. LESSEE AGREES TO PAY ALL SALES AND USE TAXES ARISING ON ACCOUNT OF ANY SALE
OF THE EQUIPMENT UPON EXERCISE OF THE OPTION.
6. LESSOR AND LESSEE AGREE THAT THE MASTER LEASE IS HEREBY AMENDED BY DELETING
THE SECOND PARAGRAPH OF PARAGRAPH 2 (RELATING TO AUTOMATIC EXTENSION) AND
THE SECOND PARAGRAPH OF PARAGRAPH 3 (RELATING TO EXTENDED TERMS).
IN ADDITION, PARAGRAPHS 12 AND 18 (RELATING TO CASUALTY AND DEFAULT) ARE
AMENDED BY CHANGING "10%" WHERE IT APPEARS THEREIN TO "20.00%"
7. LESSOR MAKES NO REPRESENTATIONS WITH RESPECT TO THE INCOME TAX CONSEQUENCES
OF THIS AGREEMENT.
LESSOR. XXXXX FARGO EQUIPMENT FINANCE, INC.
BY
------------------------------------
TITLE
------------------------------------
------------------------------------
RENT COMMENCEMENT DATE
LABOR READY SOUTHWEST, INC., LESSEE
BY
----------------------------
TITLE
----------------------------
SUP1STAM: SKS:04271999:1616:2117:46866-100:52036
EXHIBIT B
EQUIPMENT LOCATION
0000 X. Xxxxxx, Xxxxx 0 Xxxxxxx XX 00000
0000 X. 00xx Xxxxxx Xxxxxx XX 00000
0000 Xxxxxxxxxx Xxx. Xxxxxxxx XX 00000
000 Xx. Xxxxx Xxxxx Xxxx XX 00000
00000 Xxx Xxxxx Xxxxxx Xx. Xxxxxx XX 00000
0000 X. Xxxxxxxx Xxxx. Xxxxx Xxxx XX 00000
00000 Xxxxxxx Xxxx. Xxxxxxxx Xxxxxxx XX 00000
000 X. Xxxxxxxx Xxxxxxx XX 00000
0000 Xxxxxxxxx Xxxx. Xxxxxxxxx XX 00000
00000 Xxxxx Xxxx. Xxxxx 0 Xxxxxxxxxx Xxxxx XX 00000
0000-0000 Xx Xxxxx Xxxx. Xx Xxxxx XX 00000
0000 Xxxxxxxx Xxx. Xxxx Xxxxx XX 00000
0000 X. Xxxxxxxx Xxx Xxxxxxx XX 00000
0000-0000 X. Xxxxxxxx Xxx Xxxxxxx XX 00000
0000 Xxxxxxxxx Xxxx. Xxx Xxxxxxx XX 00000
0000 X. 00xx Xxxxxx Xxxxxx XX 00000
0000 XxXxxxx Xxx. Xxxxxxx XX 00000
0000-0000 X. Xxxxxxx Xxx. Xxxxxx XX 00000
0000 X. Xxxxxxx Xxxx. Xxxxxx XX 00000
00 Xxxxxx Xxx. Xxxxxxxx XX 00000
0000 X. Xxxxxx Xxx. Xxxxxxxx XX 00000
0000 Xxxxxxxxxx Xxxx Xxxx. Xxx Xxxxx XX 00000
0000 00xx Xxxxxx Xxx Xxxxxxxxx XX 00000
0000 Xxxxxxx Xx. Xxx Xxxxxxxxx XX 00000
0000 Xxxxxxx Xxxx Xxx Xxxx XX 00000
000 X. Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000
0000 X X. Xxxxxxx Xxx. Xxx Xxxxx XX 00000
000 Xxxxxx Xxx. Xxxxx Xxxxx XX 00000
000 X. Xxxxxxxx Xxxxx Xxxxx XX 00000
0000 Xxxxxxxxx Xxxx. Xxxxx X Xxxxx Xxxx XX 00000
0000 Xxxxxxx Xxx. Xxxxxxxx XX 00000
0000 Xxxxxx Xxx. Xxxxxxx XX 00000
000 X. Xxxxx Xxx Xxxxx XX 00000
0000-X Xxx Xxxxx Xx. Xxxx Xxxxxxxxxx XX 00000
0000 X. Xxxxxxxxx Xxx. X0 Xxx Xxxxx XX 00000
0000 X. Xxxxxxxxx, Xxxxx 0 Xxx Xxxxx XX 00000
0000 X. 0000 X. Xxxxx 000 Xxxxxx XX 00000
Labor Ready Southwest, Inc.
By
------------------------------------
Title
------------------------------------
ADDENDUM TO EQUIPMENT LEASE
EARLY BUYOUT OPTION
XXXXX FARGO EQUIPMENT FINANCE, INC.
XXXXXXXXX XXXXXXXX, XXXXX 000
XXXXX XXXXX 000 XXXXXXXXX XXXXXX
XXXXXXXXXXX, XX 00000-0000
EQUIPMENT LEASE NUMBER 46866-100 DATED AS OF APRIL 27, 1999
NAME AND ADDRESS OF LESSEE:
LABOR READY SOUTHWEST, INC.
0000 X. 00XX XXXXXX
XXXXXX, XX 00000
THIS ADDENDUM IS AN ADDITION TO THE EQUIPMENT LEASE IDENTIFIED ABOVE BETWEEN
LESSEE AND LESSOR (THE "LEASE'). ALL TERMS AND CONDITIONS OF THE LEASE SHALL
REMAIN IN FULL FORCE AND EFFECT EXCEPT TO THE EXTENT MODIFIED BY THIS ADDENDUM.
1. DEFINITIONS. THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS:
OPTION: THE EARLY BUYOUT OPTION GRANTED IN PARAGRAPH 2
EBO DATE:___________ (AFTER PAYMENT NUMBER 60) EBO PRICE: 36.56% OF THE
ORIGINAL COST TO LESSOR OF THE EQUIPMENT TO BE PURCHASED UPON EXERCISE OF
THE OPTION.
2. THE OPTION. PROVIDED THAT THE LEASE HAS NOT BEEN TERMINATED BEFORE THE EBO
DATE AND NO EVENT OF DEFAULT UNDER THE LEASE HAS OCCURRED AND IS CONTINUING
ON THE EBO DATE, THEN LESSEE MAY, UPON AT LEAST 30 DAYS BUT NOT MORE THAN
90 DAYS PRIOR WRITTEN NOTICE TO LESSOR, PURCHASE ON THE EBO DATE ALL BUT
NOT LESS THAN ALL OF THE EQUIPMENT SUBJECT TO THE LEASE ON THE EBO DATE FOR
A PURCHASE PRICE EQUAL TO THE EBO PRICE.
3. SALES TAX. LESSEE SHALL PAY ANY SALES TAX PAYABLE ON THE SALE OF THE
EQUIPMENT PURSUANT TO THE OPTION.
4. TRANSFER OF EQUIPMENT. IF LESSEE EXERCISES THE OPTION, AND IF ON THE EBO
DATE THE CONDITIONS SET FORTH IN PARAGRAPH 2 ARE SATISFIED AND LESSEE PAYS
THE EBO PRICE PLUS THE SALES TAX REFERRED TO IN PARAGRAPH 3 PLUS ALL
ACCRUED BUT UNPAID RENT AND ANY OTHER AMOUNTS OWING UNDER THE LEASE, THEN
ON THE EBO DATE THE EQUIPMENT SHALL BE DEEMED TRANSFERRED TO LESSEE AT ITS
THEN LOCATION. UPON REQUEST BY LESSEE, LESSOR WILL DELIVER A XXXX OF SALE
TRANSFERRING THE EQUIPMENT TO LESSEE. LESSOR HEREBY WARRANTS THAT AT THE
TIME OF TRANSFER THE EQUIPMENT WILL BE FREE OF ALL SECURITY INTERESTS AND
OTHER LIENS CREATED BY OR ARISING THROUGH LESSOR.
5. TAX INDEMNITY. LESSOR'S LOSS OF, OR LOSS OF THE RIGHT TO CLAIM, OR
RECAPTURE OF, ALL OR ANY PART OF THE FEDERAL OR STATE INCOME TAX BENEFITS
LESSOR ANTICIPATED AS A RESULT OF ENTERING INTO THE LEASE AND OWNING THE
EQUIPMENT IS REFERRED TO HEREIN AS A "LOSS." IF FOR ANY REASON (INCLUDING
THE EXISTENCE OF THE OPTION) THE LEASE AS IN EFFECT BEFORE THE OPTION IS
EXERCISED IS NOT A TRUE LEASE FOR FEDERAL OR STATE INCOME TAX PURPOSES, OR
IF FOR ANY REASON (EVEN THOUGH THE LEASE MAY BE A TRUE LEASE) LESSOR IS NOT
ENTITLED TO DEPRECIATE THE EQUIPMENT FOR FEDERAL OR STATE INCOME TAX
PURPOSES FOR THE PERIOD BEFORE THE OPTION IS EXERCISED IN THE MANNER THAT
LESSOR ANTICIPATED WHEN ENTERING INTO THE LEASE, AND AS A RESULT LESSOR
SUFFERS A LOSS, THEN LESSEE AGREES TO PAY LESSOR A LUMP-SUM AMOUNT WHICH,
AFTER THE PAYMENT OF ALL FEDERAL, STATE, AND LOCAL INCOME TAXES ON THE
RECEIPT OF SUCH AMOUNT, AND USING THE SAME ASSUMPTIONS AS TO TAX BENEFITS
AND OTHER MATTERS LESSOR USED IN ORIGINALLY EVALUATING AND PRICING THE
LEASE, WILL IN THE REASONABLE OPINION OF LESSOR MAINTAIN LESSOR'S NET
AFTER-TAX RATE OF RETURN WITH RESPECT TO THE LEASE AT THE SAME LEVEL IT
WOULD HAVE BEEN IF SUCH LOSS HAD NOT OCCURRED. THE LESSOR MAKES NO
REPRESENTATION WITH RESPECT TO THE INCOME TAX CONSEQUENCES OF THE LEASE,
THE OPTION, OR THE EQUIPMENT LESSOR WILL NOTIFY LESSEE OF ANY CLAIM THAT
MAY GIVE RISE TO INDEMNITY HEREUNDER. LESSOR SHALL MAKE A REASONABLE EFFORT
TO CONTEST ANY SUCH CLAIM BUT SHALL HAVE NO OBLIGATION TO CONTEST SUCH
CLAIM BEYOND THE ADMINISTRATIVE LEVEL OF THE INTERNAL REVENUE SERVICE OR
OTHER TAXING AUTHORITY. IN ANY EVENT, LESSOR SHALL CONTROL ALL ASPECTS OF
ANY SETTLEMENT AND CONTEST. LESSEE AGREES TO PAY THE LEGAL FEES AND OTHER
OUT-OF-POCKET EXPENSES INCURRED BY LESSOR IN DEFENDING ANY SUCH CLAIM EVEN
IF LESSOR'S DEFENSE IS SUCCESSFUL.
NOTWITHSTANDING THE FOREGOING, LESSEE SHALL HAVE NO OBLIGATION TO INDEMNIFY
LESSOR FOR ANY LOSS CAUSED SOLELY BY (a) A CASUALTY TO THE EQUIPMENT IF LESSEE
PAYS THE AMOUNT LESSEE IS REQUIRED TO PAY AS A RESULT OF SUCH CASUALTY, (b)
LESSOR'S SALE OF THE EQUIPMENT OTHER THAN ON ACCOUNT OF AN EVENT OF DEFAULT
HEREUNDER, (c) FAILURE OF LESSOR TO HAVE SUFFICIENT INCOME TO UTILIZE ITS
ANTICIPATED TAX BENEFITS OR TO TIMELY CLAIM SUCH TAX BENEFITS, AND (d) A CHANGE
IN TAX LAW (INCLUDING TAX RATES) EFFECTIVE AFTER THE LEASE BEGINS.
FOR PURPOSES OF THIS PARAGRAPH 5, THE TERM "LESSOR" SHALL INCLUDE ANY MEMBER OF
AN AFFILIATED GROUP OF WHICH LESSOR IS (OR MAY BECOME) A MEMBER IF CONSOLIDATED
TAX RETURNS ARE FILED FOR SUCH AFFILIATED GROUP FOR FEDERAL INCOME TAX PURPOSES.
LESSEE'S INDEMNITY OBLIGATIONS UNDER THIS PARAGRAPH 5 SHALL SURVIVE TERMINATION
OF THE LEASE AND (IF THE OPTION IS EXERCISED) PAYMENT OF ALL AMOUNTS OWING UNDER
THE LEASE FOLLOWING EXERCISE OF THE OPTION. FAILURE TO PAY INDEMNITY AS REQUIRED
BY THIS PARAGRAPH MAY BECOME AN EVENT OF DEFAULT UNDER PARAGRAPH 17(b) OF THE
LEASE.
LESSOR: XXXXX FARGO EQUIPMENT FINANCE, INC.
BY
-----------------------------------------------
TITLE
-----------------------------------------------
LABOR READY SOUTHWEST, INC., LESSEE
BY
-----------------------------------------------
TITLE
-----------------------------------------------
EQAEBO: SKS:04271999:1617:2117:46866-100.52036
April 27, 1999
Xx. Xxx Xxxxxx
Labor Ready Southwest, Inc.
0000 X. 00xx Xxxxxx
Xxxxxx, XX 00000
RE: Sales Tax/Property Tax for Master Lease #46866 dated April 27, 1999 and all
Supplements thereto.
Dear Xx. Xxxxxx:
By notice of this letter, Labor Ready Northwest, Inc. ("Labor Ready") hereby
informs Xxxxx Fargo Equipment Finance, Inc. ("WFEFI") that Labor Ready shall be
completely and solely responsible for the collection and remittance, and all
other processes, with regards to the sales/use tax and property tax, whether now
or hereafter applicable, due and payable, with respect to the above referenced
Lease Supplements.
Labor Ready hereby indemnifies and holds harmless WFEFI with respect to any and
all taxes as referenced in Paragraph seven (7) of the Master Lease.
Sincerely,
Labor Ready Southwest, Inc.
By:
-----------------------------------------------
Its:
-----------------------------------------------
PAY PROCEEDS LETTER
XXXXX FARGO EQUIPMENT FINANCE, INC.
633 17TH STREET, THIRD FLOOR
XXXXX FARGO XXXXXX, XX 00000
In reference to Contract Number 46866-100 dated as of April 27, 1999, Xxxxx
Fargo Equipment Finance, Inc. is irrevocably instructed to disburse payment as
follows:
PAYEE INVOICE NUMBER AMOUNT
----- -------------- ------
Diebold Various $512,501.80
TOTAL FINANCED $512,501.80
Dated:
------------------------------------------
Labor Ready Southwest, Inc.
By:
-----------------------------------------------
Its:
---------------------------------------------
CERTIFIED CORPORATE RESOLUTION
XXXXX FARGO EQUIPMENT FINANCE, INC.
XXXXXXXXX XXXXXXXX, XXXXX 000
XXXXX XXXXX 000 XXXXXXXXX XXXXXX
XXXXXXXXXXX, XX 00000-0000
I HEREBY CERTIFY THAT I AM THE DULY ELECTED ______________________________OF
LABOR READY SOUTHWEST, INC., (THE "CORPORATION"), AND THAT THE FOLLOWING
RESOLUTION IS A TRUE AND CORRECT COPY OF A RESOLUTION DULY ADOPTED BY THE BOARD
OF DIRECTORS OF THE CORPORATION IN THE FOLLOWING MANNER (CHECK AND COMPLETE
ONE).
/_/ in a writing dated _____________________________ signed by all the
directors.
/_/ at a valid meeting of the directors held on
____________________________________.
"RESOLVED THAT THE PRESIDENT, ANY VICE PRESIDENT, THE TREASURER, THE SECRETARY,
OR ANY OTHER OFFICER OF THIS CORPORATION BE AND S/HE HEREBY IS AUTHORIZED TO
EXECUTE FROM TIME TO TIME, ON BEHALF OF THIS CORPORATION, LEASES, INSTALLMENT
SALE CONTRACTS, PROMISSORY NOTES, AND SECURITY AGREEMENTS, TOGETHER WITH ANY AND
ALL RELATED DOCUMENTS, IN CONNECTION WITH EQUIPMENT FINANCING, ANY SUCH
DOCUMENTS IN CONNECTION WITH SUCH FINANCING TO BE IN SUCH FORM AND TO CONTAIN
SUCH TERMS AS THE OFFICER SIGNING THE SAME SHALL APPROVE, HIS/HER APPROVAL TO BE
CONCLUSIVELY EVIDENCED BY HIS/HER SIGNATURE THERETO."
DATED
--------------------------------------------
SIGNATURE
---------------------------------------
TITLE
--------------------------------------------
CORPRES: SKS:04271999:1616:2117:46866-100:52036
CERTIFIED CORPORATE RESOLUTION
CORPORATE GUARANTOR
XXXXX FARGO EQUIPMENT FINANCE, INC.
XXXXXXXXX XXXXXXXX, XXXXX 000
XXXXX XXXXX 000 XXXXXXXXX XXXXXX
XXXXXXXXXXX, XX 00000-0000
I hereby certify that I am the duly elected________________ of LABOR READY,
INC., (the "Corporation"), and that the following resolution is a true and
correct copy of a resolution duly adopted by the board of directors of the
Corporation in the following manner (check and complete one).
/_/ in a writing dated ______________________________ signed by all the
directors.
/_/ at a valid meeting of the directors held on___________________.
"RESOLVED that the President, any Vice President, the Treasurer, the Secretary,
or any other officer of this corporation be and s/he hereby is authorized to
execute from time to time, on behalf of this corporation, guarantees of leases,
installment sale contracts, and promissory notes executed by LABOR READY
SOUTHWEST, INC. (the "Customer") in connection with equipment financing obtained
by Customer from time to time from Xxxxx Fargo Equipment Finance, Inc., any such
guaranty to be in such form and to contain such terms as the officer signing the
same shall approve, his/her approval to be conclusively evidenced by his/her
signature thereto."
Dated
--------------------------------------------
Signature
---------------------------------------
Title
--------------------------------------------
CORPRESG: SKS:04271999:1616:2117:46866-100:52036
GUARANTY
XXXXX FARGO EQUIPMENT FINANCE, INC.
XXXXXXXXX XXXXXXXX, XXXXX 000
XXXXX XXXXX 000 XXXXXXXXX XXXXXX
XXXXXXXXXXX, XX 00000-0000
TO INDUCE XXXXX FARGO EQUIPMENT FINANCE, INC. ("CREDITOR,) FROM TIME TO TIME TO
EXTEND CREDIT TO OR FOR THE ACCOUNT OF LABOR READY SOUTHWEST, INC., ("DEBTOR')
BY WAY OF LEASE, LOAN, INSTALLMENT SALE CONTRACT OR ANY OTHER MEANS, THE
UNDERSIGNED HEREBY AGREES AS FOLLOWS:
1. THE UNDERSIGNED HEREBY ABSOLUTELY AND UNCONDITIONALLY GUARANTEES TO
CREDITOR THE FULL AND PROMPT PAYMENT AND PERFORMANCE WHEN DUE OF EACH AND
EVERY DEBT, LIABILITY AND OBLIGATION OF EVERY TYPE AND DESCRIPTION THAT
DEBTOR MAY NOW OR IN THE FUTURE OWE TO CREDITOR WHETHER ABSOLUTE OR
CONTINGENT OR PRIMARY OR SECONDARY (THE "OBLIGATIONS" AND EACH AN
"OBLIGATION').
2. THE UNDERSIGNED HEREBY WAIVES (i) NOTICE OF THE ACCEPTANCE HEREOF BY
CREDITOR AND OF THE CREATION AND EXISTENCE OF THE OBLIGATIONS AND (II) ANY
AND ALL DEFENSES OTHERWISE AVAILABLE TO GUARANTOR OR ACCOMMODATION PARTY.
3. THIS GUARANTY IS ABSOLUTE AND UNCONDITIONAL, AND THE LIABILITY OF THE
UNDERSIGNED HEREUNDER SHALL NOT BE AFFECTED OR IMPAIRED IN ANY WAY BY ANY
OF THE FOLLOWING, EACH OF WHICH CREDITOR MAY AGREE TO WITHOUT NOTICE TO OR
THE CONSENT OF THE UNDERSIGNED-(a) ANY EXTENSION OR RENEWAL OF ANY
OBLIGATION WHETHER OR NOT FOR LONGER THAN THE ORIGINAL PERIOD, (b) ANY
CHANGE IN THE TERMS OF PAYMENT OR OTHER TERMS OF ANY OBLIGATION OR ANY
COLLATERAL THEREFOR, OR ANY EXCHANGE, RELEASE OF, OR FAILURE TO OBTAIN ANY
COLLATERAL THEREFOR, (c) ANY WAIVER OR FORBEARANCE GRANTED TO DEBTOR OR ANY
OTHER PERSON LIABLE WITH RESPECT TO ANY OBLIGATION OR ANY RELEASE OF,
COMPROMISE WITH, OR FAILURE TO ASSERT RIGHTS AGAINST DEBTOR OR ANY SUCH
OTHER PERSON, (d) THE APPLICATION OR FAILURE TO APPLY IN ANY PARTICULAR
MANNER ANY PAYMENTS OR CREDITS ON THE OBLIGATIONS, AND (e) THE CREATION OF
OBLIGATIONS FROM TIME TO TIME.
4. THIS GUARANTY SHALL CONTINUE IN FORCE AND BE BINDING UPON THE UNDERSIGNED
WHETHER OR NOT ALL THE OBLIGATIONS ARE PAID IN FULL UNTIL THIS GUARANTY IS
REVOKED PROSPECTIVELY AS TO FUTURE TRANSACTIONS BY WRITTEN NOTICE FROM THE
UNDERSIGNED ACTUALLY RECEIVED BY CREDITOR. SUCH REVOCATION SHALL NOT BE
EFFECTIVE AS TO OBLIGATIONS EXISTING OR COMMITTED FOR AT THE TIME OF ACTUAL
RECEIPT OF SUCH NOTICE OR AS TO ANY RENEWALS, EXTENSIONS AND REFINANCINGS
THEREOF.
5. CREDITOR SHALL NOT BE REQUIRED BEFORE EXERCISING AND ENFORCING ITS RIGHTS
UNDER THIS GUARANTY FIRST TO RESORT FOR PAYMENT OF ANY OBLIGATION TO DEBTOR
OR TO ANY OTHER PERSON OR TO ANY COLLATERAL. THE UNDERSIGNED AGREES NOT TO
OBTAIN REIMBURSEMENT OR PAYMENT FROM DEBTOR OR ANY OTHER PERSON OBLIGATED
WITH RESPECT TO ANY OBLIGATION OR FROM ANY COLLATERAL FOR ANY OBLIGATION
UNTIL ALL OBLIGATIONS HAVE BEEN PAID IN FULL.
6. THE UNDERSIGNED SHALL BE AND REMAIN LIABLE FOR ANY DEFICIENCY FOLLOWING
FORECLOSURE OF ANY MORTGAGE OR SECURITY INTEREST SECURING ANY OBLIGATION
WHETHER OR NOT THE LIABILITY OF DEBTOR UNDER SUCH OBLIGATION IS DISCHARGED
BY SUCH FORECLOSURE.
7. IF ANY PAYMENT APPLIED TO ANY OBLIGATION IS THEREAFTER SET ASIDE,
RECOVERED, RESCINDED OR REQUIRED TO BE RETURNED FOR ANY REASON (INCLUDING
ON ACCOUNT OF A PREFERENCE IN THE BANKRUPTCY OF DEBTOR), THE OBLIGATION TO
WHICH SUCH PAYMENT WAS APPLIED SHALL FOR THE PURPOSES OF THIS GUARANTY BE
DEEMED TO HAVE CONTINUED IN EXISTENCE NOTWITHSTANDING SUCH APPLICATION, AND
THIS GUARANTY SHALL BE ENFORCEABLE AS TO SUCH OBLIGATION AS FULLY AS IF
SUCH APPLICATION HAD NEVER BEEN MADE.
8. THE UNDERSIGNED AGREES TO PAY ALL COSTS, EXPENSES AND LEGAL FEES PAID OR
INCURRED BY CREDITOR IN CONNECTION WITH ENFORCING ANY OBLIGATION AND THIS
GUARANTY.
9. THIS GUARANTY SHALL BE BINDING UPON THE ESTATE, HEIRS, SUCCESSORS AND
ASSIGNS OF THE UNDERSIGNED, AND SHALL INURE TO THE BENEFIT OF THE
SUCCESSORS AND ASSIGNS OF CREDITOR.
DATED AS OF: APRIL 27, 1999
LABOR READY, INC.
BY
--------------------------------------------
NAME (PLEASE PRINT OR TYPE)
TITLE
--------------------------------------------
PRINCIPLE PLACE OF BUSINESS:
-------------------------------------------------
-------------------------------------------------
PHONE:
--------------------------------------------
GTYCORP: SKS:04271999:1616:2117:46866-100:52036
DELIVERY AND ACCEPTANCE CERTIFICATION
XXXXX FARGO EQUIPMENT FINANCE, INC.
XXXXXXXXX XXXXXXXX, XXXXX 000
XXXXX XXXXX 000 XXXXXXXXX XXXXXX
XXXXXXXXXXX, XX 00000-0000
SUPPLEMENT NUMBER 46866-100 DATED AS OF APRIL 27, 1999 TO
MASTER LEASE NUMBER 46866 DATED AS OF APRIL 27, 1999
NAME AND ADDRESS OF LESSEE:
LABOR READY SOUTHWEST, INC.
0000 X. 00XX XXXXXX
XXXXXX, XX 00000
EQUIPMENT DESCRIPTION:
(37) DIEBOLD 1064 IX FRONT LOAD CASH DISPENSERS
LOCATED AS MORE FULLY DESCRIBED ON EXHIBIT B
EQUIPMENT LOCATION: , ,
DELIVERY AND ACCEPTANCE CERTIFICATION:
ALL of THE EQUIPMENT DESCRIBED ABOVE (THE "EQUIPMENT') HAS BEEN DELIVERED TO US
PURSUANT TO THE MASTER LEASE REFERRED TO ABOVE (THE "MASTER LEASE') AND WE
HEREBY ACCEPT THE EQUIPMENT AS of THE DATE SET FORTH BELOW AND AGREE THAT THE
EQUIPMENT IS NOW SUBJECT TO THE MASTER LEASE.
DATED:
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LABOR READY SOUTHWEST, INC.
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LESSEE
BY
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TITLE
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D-N-A: SKS:04271999:1616:2117:46866-100:52036
AUTHORIZATION FOR
AUTOMATIC PAYMENT PLAN
XXXXX FARGO EQUIPMENT FINANCE, INC.
XXXXXXXXX XXXXXXXX, XXXXX 000
XXXXX XXXXX 000 XXXXXXXXX XXXXXX
XXXXXXXXXXX, XX 00000-0000
HERE'S HOW IT WORKS:
YOU AUTHORIZE REGULARLY SCHEDULED PAYMENTS TO BE MADE FROM YOUR CHECKING OR
SAVINGS ACCOUNT. YOUR PAYMENTS WILL BE MADE AUTOMATICALLY ON THE CONTRACT DUE
DATE AS INDICATED ON YOUR MONTHLY INVOICE. PROOF OF PAYMENT WILL APPEAR WITH
YOUR BANK STATEMENT.
THE AUTHORITY YOU GIVE TO CHARGE YOUR ACCOUNT WILL BE EFFECTIVE FOR ALL CURRENT
AND FUTURE CONTRACTS WITH XXXXX FARGO EQUIPMENT FINANCE, INC. ("CREDITOR') AND
WILL REMAIN IN EFFECT UNTIL YOU NOTIFY US OR YOUR BANK in writing TO TERMINATE
THE AUTHORIZATION.
PLEASE MAKE YOUR REGULAR PAYMENT UNTIL YOUR MONTHLY INVOICE INDICATES THAT THE
AUTOMATIC PAYMENT PLAN IS IN EFFECT.
I AUTHORIZE CREDITOR AND THE BANK NAMED BELOW TO INITIATE VARIABLE ENTRIES TO MY
CHECKING/SAVINGS ACCOUNT. THIS AUTHORITY WILL REMAIN IN EFFECT UNTIL I NOTIFY
CREDITOR OR THE BANK IN WRITING TO CANCEL IT IN SUCH TIME AS TO AFFORD THE BANK
A REASONABLE OPPORTUNITY TO ACT ON IT. I CAN STOP PAYMENT OF ANY ENTRY BY
NOTIFYING CREDITOR OR MY BANK THREE DAYS BEFORE MY ACCOUNT IS CHARGED. I CAN
HAVE THE AMOUNT OF AN ERRONEOUS CHARGE IMMEDIATELY CREDITED TO MY ACCOUNT UP TO
15 DAYS FOLLOWING ISSUANCE OF MY BANK STATEMENT OR 46 DAYS AFTER POSTING,
WHICHEVER OCCURS FIRST.
LABOR READY SOUTHWEST, INC.
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COMPANY NAME
0000 X. 00XX XXXXXX XXXXXX, XX 00000
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COMPANY ADDRESS
AUTHORIZED SIGNATURE AND TITLE DATE
---------------- --------------------------------
BANK NAME CITY STATE
------------------------------------ -------------------- -----
CHECKING ACCOUNT NUMBER SAVINGS ACCOUNT NUMBER
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BANK ROUTING NUMBER (LOCATED BETWEEN THE SYMBOLS :000000000: ON THE BOTTOM OF YOUR CHECK)
PLEASE ATTACH A VOIDED CHECK OR DEPOSIT SLIP
FOR OFFICE USE ONLY
CCAN NUMBER 10046866 PAYMENT DUE DATE(S)
---------------------- -------------------- ---------------------
ACH: SKS:04271999:1617:2117:46866-100:52036
INSURANCE
XXXXX FARGO EQUIPMENT FINANCE, INC.
XXXXXXXXX XXXXXXXX, XXXXX 000
XXXXX XXXXX 000 XXXXXXXXX XXXXXX
XXXXXXXXXXX, XX 00000-0000
PH. 800-322-6220
* * * VERIFICATION OF INSURANCE COVERAGE MUST BE OBTAINED PRIOR TO FUNDING * * *
NAME AND ADDRESS OF LESSEE:
LABOR READY SOUTHWEST, INC.
0000 X. 00XX XXXXXX
XXXXXX, XX 00000
EQUIPMENT DESCRIPTION:
(37) DIEBOLD 1064 IX FRONT LOAD CASH DISPENSERS
LOCATED AS MORE FULLY DESCRIBED ON EXHIBIT B
EQUIPMENT LOCATION: , ,
PLEASE COMPLETE, SIGN AND RETURN THIS FORM ALONG WITH YOUR LEASE DOCUMENTS AND
ALSO CONTACT YOUR AGENT TO HAVE A CERTIFICATE OF INSURANCE FAXED TO THE
ATTENTION OF XXXXXXX X. XXXXXXXX AT 000-000-0000. IF A CERTIFICATE HAS NOT BEEN
RECEIVED BY THE TIME ALL OTHER REQUIREMENTS FOR FUNDING HAVE BEEN MET, XXXXX
FARGO EQUIPMENT FINANCE, INC. WILL CONTACT YOUR AGENT DIRECTLY TO REQUEST A
CERTIFICATE OF INSURANCE AS AUTHORIZED BELOW. IN ACCORDANCE WITH THE PROVISIONS
OF YOUR LEASE, INSURANCE COVERAGE IS REQUIRED AS FOLLOWS:
1. PROPERTY INSURANCE IS REQUIRED AGAINST THE LOSS, THEFT OF OR DAMAGE TO THE
EQUIPMENT. O THE MINIMUM AMOUNT OF COVERAGE REQUIRED IS $512,501.80 O WELLS
FARGO EQUIPMENT FINANCE, INC., ITS SUCCESSORS AND ASSIGNS ("LESSOR), MUST
BE NAMED AS LOSS PAYEE.
2. COMMERCIAL GENERAL LIABILITY INSURANCE IS REQUIRED FOR BODILY INJURY AND
PROPERTY DAMAGE. O THE MINIMUM AMOUNT OF COVERAGE REQUIRED IS $500,000.00
FOR EACH OCCURRENCE AND $500,000.00 AGGREGATE. O WELLS FARGO EQUIPMENT
FINANCE, INC., ITS SUCCESSORS AND ASSIGNS ("LESSOR), MUST BE NAMED AS AN
ADDITIONAL INSURED.
3. THE PROPERTY AND GENERAL LIABILITY POLICIES (THE "POLICY"), AS TO THE
INTEREST OF LESSOR, SHALL NOT BE INVALIDATED BY ANY ACT OF OMISSION OR
COMMISSION OR NEGLECT OR MISCONDUCT OF LESSEE AT ANY TIME, NOR BY ANY
FORECLOSURE OR OTHER PROCEEDING OR NOTICE OF SALE RELATING TO THE INSURED
PROPERTY, NOR BY ANY CHANGE IN THE TITLE OR OWNERSHIP THEREOF OR THE
OCCUPATION OF THE PREMISES FOR PURPOSES MORE HAZARDOUS THAN ARE PERMITTED
BY THE POLICY, PROVIDED, THAT IN CASE LESSEE SHALL FAIL TO PAY ANY PREMIUM
DUE UNDER THE POLICY, LESSOR MAY, AT ITS OPTION, PAY SUCH PREMIUM.
4. THE POLICY MAY BE CANCELED AT ANY TIME BY EITHER INSURER OR LESSEE
ACCORDING TO ITS PROVISIONS, BUT IN ANY SUCH CASE THE POLICY SHALL CONTINUE
IN FULL FORCE AND EFFECT FOR THE EXCLUSIVE BENEFIT OF LESSOR FOR TEN DAYS
AFTER WRITTEN NOTICE TO LESSOR OF SUCH CANCELLATION AND SHALL THEN CEASE.
BY SIGNING BELOW LESSEE HEREBY AUTHORIZES ITS AGENT TO ADJUST ITS INSURANCE
COVERAGE TO COMPLY WITH THE ABOVE REQUIREMENTS AND TO FORWARD A CERTIFICATE OF
INSURANCE EVIDENCING SUCH COVERAGE TO LESSOR.
ACKNOWLEDGED AND AGREED:
AUTHORIZED SIGNATURE: DATED.
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LESSEE TO COMPLETE THE FOLLOWING:
PROPERTY INSURANCE
INSURANCE COMPANY POLICY NUMBER
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EFFECTIVE DATE EXPIRATION DATE LIMIT $
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AGENCY NAME AGENT NAME
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AGENCY ADDRESS
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PHONE NUMBER FAX NUMBER
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LIABILITY INSURANCE (IF DIFFERENT THAN PROPERTY INSURANCE)
INSURANCE COMPANY POLICY NUMBER
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EFFECTIVE DATE EXPIRATION DATE LIMIT $
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AGENCY NAME AGENT NAME
-------------------------- ----------------------
AGENCY ADDRESS
PHONE NUMBER FAX NUMBER
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INSEQLS: SKS:04271999:1616:2117:46866-100:52036
ADDITIONAL INFORMATION
TAX STATUS, BILLING ADDRESS
AND EQUIPMENT LOCATION
XXXXX FARGO EQUIPMENT FINANCE, INC.
XXXXXXXXX XXXXXXXX, XXXXX 000
XXXXX XXXXX 000 XXXXXXXXX XXXXXX
XXXXXXXXXXX, XX 00000-0000
CONTRACT NUMBER 46866-100 DATED AS OF APRIL 27, 1999
NAME AND ADDRESS OF LESSEE:
LABOR READY SOUTHWEST, INC.
0000 X. 00XX XXXXXX
XXXXXX, XX 00000
EQUIPMENT DESCRIPTION:
(37) DIEBOLD 1064 IX FRONT LOAD CASH DISPENSERS
LOCATED AS MORE FULLY DESCRIBED ON EXHIBIT B
EQUIPMENT LOCATION: , ,
BILLING ADDRESS: LABOR READY SOUTHWEST, INC., ATTN: ACCOUNTS PAYABLE,
0000 X. 00XX XXXXXX, XXXXXX, XX 00000
CUSTOMER IS REQUIRED TO COMPLETE ALL SHADED AREAS.
TAX STATUS:
1. SALES/USE TAX: (CHECK ONE)
/_/ Subject to sales and use tax. (Tax will be charged based on the state
in which the equipment is located.)
/_/ Exempt from sales and use tax, for the following reason:
/_/ Exemption Certificate attached
/_/ Valid Certificate already on file with Xxxxx Fargo Equipment Finance,
Inc.
2. PERSONAL PROPERTY TAX: IF THE EQUIPMENT IS LOCATED IN A STATE OR LOCALITY
THAT REQUIRES REPORTING OF THE EQUIPMENT ON A PERSONAL PROPERTY TAX RETURN,
XXXXX FARGO EQUIPMENT FINANCE, INC. WILL REPORT THE EQUIPMENT
BILLING ADDRESS:
/_/ The billing address stated above is correct.
/_/ Change the billing address as stated below:
EQUIPMENT LOCATION:
/_/ The equipment will be located at the Equipment Location stated above
or on the Schedule A.
/_/ The equipment will be located at:
(IF MULTIPLE LOCATIONS, ATTACH A LIST INDICATING BY PIECE OF EQUIPMENT
IN WHICH CITY, STATE, AND COUNTY EACH PIECE OF EQUIPMENT IS LOCATED.)
ACKNOWLEDGED.
(AUTHORIZED SIGNATURE)
--------------------------
AIEQLS: SKS:04271999:1617:2117:46866-100:52036
STATE OF WASHINGTON -UCC-1
THIS UCC-1 FINANCING STATEMENT IS PRESENTED FOR FILING PURSUANT TO THE
WASHINGTON UNIFORM COMMERCIAL CODE, CHAPTER 62A.9 RCW, TO PERFECT A SECURITY
INTEREST IN THE BELOW NAMED COLLATERAL.
PLEASE TYPE FORM FILING FEE: $12.00.
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1. DEBTOR(S) (SEE INSTRUCTION #2
/_/ PERSONAL (last, first, middle name and address)
/_/ BUSINESS (legal business name and address)
LABOR READY SOUTHWEST, INC.
0000 X. 00XX XXXXXX
XXXXXX, XX 00000
TRADE NAME, DBA, AKA:
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2. FOR OFFICE USE ONLY
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3. SECURED PARTY(IES) (NAME AND ADDRESS
XXXXX FARGO EQUIPMENT FINANCE, INC.
000 XXXXXXXXX XXX., XXXXX XXXXX
XXXXXXXXXXX, XX 00000
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4. ASSIGNEE(S) of SECURED PARTY(IES) if applicable (NAME AND ADDRESS)
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5. SECURED PARTY CONTACT PERSON: Phone:
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6. CHECK ONLY IF APPLICABLE: (FOR DEFINITIONS OF TRANSMITTING UTILITY AND
PRODUCTS OF COLLATERAL, SEE INSTRUCTION SHEET.)
/_/ Debtor is a Transmitting Utility
/_/ Products of Collateral are also covered
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7. THIS FINANCING STATEMENT covers the following collateral: (ATTACH
ADDITIONAL 8-1/2" X 11" SHEET(S) IF NEEDED.)
(37) Diebold 1064 IX Front Load Cash Dispensers located as more fully
described on Exhibit B.
THIS TRANSACTION IS INTENDED TO BE A TRUE LEASE AND NOT A
SECURITY TRANSACTION AND THE FILING OF THIS FINANCING STATEMENTS IS
NOT AN ADMISSION THAT THIS TRANSACTION IS OTHER THAN A TRUE LEASE.
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8. RETURN ACKNOWLEDGMENT COPY TO: (NAME AND ADDRESS)
Xxxxx Fargo Equipment Finance, Inc.
000 Xxxxxxxxx Xxx., Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
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9. FILE WITH:
UNIFORM COMMERCIAL CODE
DEPARTMENT OF LICENSING
X.X. XXX 0000
XXXXXXX, XX 00000-0000
(000) 000-0000
MAKE CHECKS PAYABLE TO THE DEPARTMENT OF LICENSING
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10. FOR OFFICE USE ONLY IMAGES TO BE FILMED
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11. If collateral is described below, this statement may be signed by the
Secured Party instead of the Debtor. Please check the appropriate box,
complete the adjacent lines and box 13, if collateral is:
a./_/ already subject to a security interest in another jurisdiction
when it was brought into this state or when the debtor's location
was changed to this state. (COMPLETE ADJACENT LINES I AND 2)
b./_/ proceeds of the original collateral described above in which a
security interest was perfected. (COMPLETE ADJACENT LINES I AND
2)
c./_/ listed on a filing which has lapsed. (complete ADJACENT LINES I
AND 2)
a./_/ acquired after a change of name, identity, or corporate structure
of the debtor(s). (COMPLETE ADJACENT LINES 1, 2 AND 3)
ORIGINAL FILING NUMBER
FILING OFFICE WHERE FILED
FORMER NAME OR DEBTOR(S)
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12. DEBTOR NAME(S) AND SIGNATURE(S):
LABOR READY SOUTHWEST, INC.
TYPE NAME(S) OF DEBTOR(S) AS IT APPEARS IN BOX 1.
By:
SIGNATURE(S) OF DEBTOR(S)
SIGNATURE(S) OF DEBTORS)
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13. SECURED PARTY NAME(S) AND SIGNATURE(S) ARE REQUIRED IF BOX 11 HAS BEEN
COMPLETED.
XXXXX FARGO EQUIPMENT FINANCE, INC.
TYPE NAME(S) OF SECURED PARTY(IES) AS IT APPEARS IN BOX 3 OR 4.
By:
SIGNATURE(S) OF SECURED PARTY(IES)
SIGNATURE(S) OF SECURED PARTY(IES)
FORM APPROVED FOR USE IN THE STATE OF WASHINGTON (R/7/93)
WASHINGTON UCC-1
COPY 1 - FILING OFFICER - INDEX
