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11/98 EXHIBIT 10.26
EQUIPMENT SCHEDULE
(Quasi Lease - Fixed Rate)
SCHEDULE NO. 4
DATED THIS APRIL 20, 2000
TO MASTER LEASE AGREEMENT
DATED AS OF MARCH 27, 1997
LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:
GENERAL ELECTRIC CAPITAL CORPORATION SIGMATRON INTERNATIONAL, INC.
0000 X. XXXXXXX XXXXXX XXXXX 000 0000 XXXXXXXXX XX.
XXXXXXX, XX 00000 ELK XXXXX XXXXXXX, 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 LESSOR'S COST MANUFACTURER SERIAL NUMBERS YEAR/MODEL AND TYPE OF EQUIPMENT
-------- ------------- ------------ -------------- --------------------------------
1 $120,750.00 Universal Instruments Corp. PART #: 47557002 VCD Sequencer 8 Base Machine
1 Universal Instruments Corp. PART #: 30816103 Rotary Disc;
1 Universal Instruments Corp. PART #: 00000000 White Non Pass-Through Configuration;
1 $ 16,767.00 Universal Instruments Corp. PART #: 30816103 Expanded Range Component Verifier
1 Universal Instruments Corp. PART #: 47589306 Insertion Head, Standard Tooling;
1 Universal Instruments Corp. PART #: 47773701 Basic Machine Tool Kit,
Std/5mm/5.5mm;
1 $ 10,350.00 Universal Instruments Corp. PART #: 47691402 1-40 Station Add-On Modules
40 $ 14,076.00 Universal Instruments Corp. PART #: 47828101 .200P Refire Dispensing Head
1 $ 1,656.00 Universal Instruments Corp. PART #: C2960500 Basic S.H. Adjustable Workboard
1 $ 4,830.00 Universal Instruments Corp. PART #: 48031101 Jumper Wire System
Equipment immediately listed above is located at: Standard Components de Mexico,
Xxxxx, Mexico
B. FINANCIAL TERMS
1. Advance Rent (if any): $ 5,504.17. 6. Lessee Federal Tax ID No.: 000000000.
2. Capitalized Lessor's Cost: $ 168,429.00. 7. Last Delivery Date: May 31, 2000.
3. Basic Term (No. of Months): 36 Months. 8. Daily Lease Rate Factor: .10856%.
4. Basic Term Lease Rate Factor: 3.267945%. 9. Interest Rate: 10.64% per annum.
5. Basic Term Commencement Date: May 9, 2000 10. Option Payment: $ 1.00.
11. First Termination Date: Thirty-six (36) months after the Basic Term
Commencement Date.
12. Interim Rent: For the period from and including the Lease Commencement Date
to 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 N/A.
13. Basic Term Rent. Commencing on MAY 9, 2000 and on the same day of each
month thereafter (each, a "RENT PAYMENT DATE") during the Basic Term,
Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic Term
Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on
this Schedule.
14. 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.
15. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably
authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no
more than ten percent (10%) to account for equipment change orders,
equipment returns, invoicing errors and similar matters. Lessee
acknowledges and agrees that the Rent shall be adjusted as a result of such
change in the Capitalized Lessor's Cost. Lessor shall send Lessee a written
notice stating the final Capitalized Lessor's Cost, if different from that
disclosed on this Schedule.
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C. INTEREST RATE: Interest shall accrue from the Lease Commencement Date
through and including the date of termination of the Lease.
D. PROPERTY TAX
APPLICABLE TO EQUIPMENT LOCATED IN ACUNA, MEXICO: Lessee agrees that it
will (a) list all such Equipment, (b) report all property taxes assessed
against such Equipment and (c) pay all such taxes when due directly to the
appropriate taxing authority until Lessor shall otherwise direct in
writing. 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.
E. STIPULATED LOSS AND TERMINATION VALUE TABLE*
stipulated
termination loss
payment value value
number % of cost % of cost
1 100.638 104.541
2 98.255 102.077
3 95.851 99.591
4 93.424 97.084
5 90.976 94.554
6 88.505 92.002
7 86.012 89.428
8 83.496 86.831
9 80.958 84.212
10 78.396 81.569
11 75.812 78.904
12 73.204 76.214
13 70.572 73.502
14 67.916 70.765
15 65.237 68.004
16 62.533 65.219
17 59.804 62.410
18 57.051 59.575
19 54.273 56.716
20 51.470 53.832
21 48.641 50.922
22 45.787 47.987
23 42.907 45.026
24 40.000 42.038
25 37.068 39.024
26 34.108 35.984
27 31.122 32.917
28 28.109 29.823
29 25.069 26.701
30 22.001 23.552
31 18.905 20.376
32 15.781 17.171
33 12.629 13.937
34 9.449 10.676
35 6.239 7.385
36 3.001 4.065
*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.
F. MODIFICATIONS AND ADDITIONS FOR THIS SCHEDULE ONLY
For purposes of this Schedule only, the Agreement is amended as follows:
1. LEASE 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 dollars ($1.00) in cash for the Equipment, on or before May 8,
2003.
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.
3. Lessor, Lessee and GE Capital Bank, S.A. Institucion de Banca Multiple,
Grupo Financiero GE Capital ("Trustee") are parties to the Administration
Trust Agreement, dated November 23, 1998, to secure Lessee's obligations to
Lessor under this Agreement. Lessee further agrees that it will not raise
the absence of formal determination of default by a court or other tribunal
as a defense to any action by the Trustee following a default by Lessee
under the Lease. Lessor and Lessee further agree that the term of the Lease
shall govern the resolution of any dispute between Lessor and Lessee
relating to the Equipment.
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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
------------ ------- ------
SigmaTron International, Inc. $ 168,429.00
0000 Xxxxxxxxx Xxxx
Xxx Xxxxx Xxxxxxx, XX 00000
This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned financing.
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 SIGMATRON INTERNATIONAL, INC.
By: By:
---------------------------------- -----------------------------------
Name: Name:
-------------------------------- ---------------------------------
Title: Title:
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ADDENDUM TO EQUIPMENT SCHEDULE NO. 4 ("SCHEDULE")
TO
MASTER LEASE AGREEMENT
DATED MARCH 27, 1997 ("LEASE")
BETWEEN
GENERAL ELECTRIC CAPITAL CORPORATION
AND
SIGMATRON INTERNATIONAL, INC. ("LESSEE")
WHEREAS, Lessor and Lessee have entered into the Lease pursuant to which Lessee
is leasing from Lessor the equipment described in the Schedule (the
"Equipment"); and
WHEREAS, Lessee wishes to cause the Equipment to be located during part or all
of the Term at its Maquiladora subsidiary in Mexico, with Lessor's consent as
required by Section V(c) of said Master Lease Agreement.
NOW, THEREFORE, in consideration of Lessor consenting to the location of the
Equipment in Mexico for use by Lessee's Maquiladora subsidiary (the
Maquiladora") and the premises and mutual covenants contained herein, the
parties hereto agree as follows:
1. Lessee represents that at lease commencement the Equipment is located at
the Maquiladora in the following location in Mexico: Standard Components de
Mexico, S.A., Acuna, Mexico.
2. Lessee shall provide Lessor evidence of insurance valid in Mexico covering
the Equipment in accordance with the terms of the Lease while the Equipment
is in Mexico.
3. Lessee shall be responsible for obtaining and maintaining all permits,
licenses and approvals required by either the United States or the Mexican
governments for the export and import of the Equipment; and shall directly
pay all applicable taxes, duties, imposts and fees of any kind accessed or
levied against or in connection with the Equipment or the use, operation,
possession, ownership, lease, or location thereof by the Mexican
government, any State of Mexico, or any political subdivision thereof
("Taxes") and Lessee shall indemnify and hold Lessor harmless from any
fees, penalties, assessments and fines resulting from the failure to pay,
obtain or maintain any thereof. Upon Lessor's written request, Lessee shall
promptly provide to Lessor documentary evidence of all such permits,
licenses and approvals and of the payment of all such Taxes.
4. Lessee shall comply with the laws, rules and regulations of Mexico
applicable to the use of the Equipment and shall indemnify and hold Lessor
harmless from any fees, penalties, assessments and fines resulting from the
failure to so comply.
5. If applicable, Lessee shall name Lessor in item 15 of the Application for
Export License as owner of the Equipment and furnish to Lessor a copy of
the validated license or Lessee shall provide Lessor with evidence that the
Equipment is eligible for a general license under the Export Administration
Regulations contained in Chapter III of Title 16 of the Code of Federal
Regulations as they may be amended or supplemented from time to time.
6. Lessee, Lessor and the Maquiladora shall execute and file a Commodatum
Agreement covering the Equipment in a form acceptable to Lessor. All legal
fees and filing expenses and cost associated with the drafting and filing
of the Commodatum shall be paid by Lessee. Lessee and Lessor expressly
agree, however, that the execution, delivery and filing of the Commodatum
Agreement is intended solely to establish a bailment of the Equipment with
the Maquiladora as required by the laws of Mexico and not to change the
terms and conditions of the Lease. Lessee and Lessor further agree that all
rights and obligation of either of them with respect to the Equipment are
governed by and shall be interpreted in accordance with their intent as
expressed in the Lease, notwithstanding any contrary term in the Commodatum
Agreement. In no event shall either Lessee or Lessor avail itself of a
right in any manner inconsistent with the terms of the Lease.
7. Lessee shall provide to Lessor true copies of the following:
i. Each agreement that it has entered into with its Mexico subsidiary which
sets forth the relationship and obligations between the two companies, or
under which assets to be used by the subsidiary are owned by the Lessee and
loaned to the subsidiary, or both;
ii. Documentary evidence that Lessee has paid any applicable import duty or
posted a bond in lieu of duty payment; and
iii. Any document that Lessee has submitted to the Mexican government which
sets forth all the pertinent data relating to the proposed operation of
Lessee's Mexican subsidiary for two years and that such document has
received all necessary approvals.
8. Upon default as defined in the Lease or, unless Lessee exercises its option
in Section XX of said Master Lease Agreement, upon expiration of the
Initial Term or any renewals thereof, Lessee shall return the Equipment to
Lessor within ten days in accordance with the terms of the Lease. Upon its
return to Lessor, the Equipment shall be configured so that it can
physically and legally be used in the United States without modification,
repair or improvement either to make it compatible with the electric power
supply generally available in the United
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States or to bring it in compliance with the safety, health and
environmental laws and regulations of the United States and the several
States, and with all current engineering changes installed. Upon its return
to Lessor, the Equipment shall be recertifiable by the manufacturer for
continuous United States maintenance at no additional expense to Lessor.
The determination of "Fair Market Value" and "Fair Rental Value," as the
terms are used in the Lease and Schedule, shall be based on the assumption
that the Equipment is configured in accordance with this paragraph.
9. Lessee covenants that if Lessee fails to return the Equipment as provided
in Paragraph 8 of this Addendum, it shall not assert Lessor's failure to
mitigate its damages as a defense to any claim, suit or action for damages
or deficiency that may be filed by Lessor, its successors or assigns.
10. Lessee shall assume all risks relating to the location of the Equipment in
Mexico including but not limited to the effects of all economic and
political changes such as the abolishment of the Maquiladora program or
policy changes by either the Mexican or United States governments regarding
importing and exporting. The foregoing examples are given by way of
illustration only and shall not be construed as exhaustive. Lessee shall
not be excused from its obligation to pay Rent or any other obligation
under the Lease for any reason including but not limited to any such
economic or political changes.
11. The warranties, representations and covenants contained in this Addendum
shall constitute material terms of the Lease for purposes of determining
whether a default has occurred under the terms of the Lease.
Lessor and Lessee hereby agree that, except as modified herein, all of the terms
and conditions of the Lease and Schedule shall remain in full force and effect.
LESSOR: LESSEE:
General Electric Capital Corporation SigmaTron International, Inc.
By: By:
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Typed or printed name and title Typed or printed name and title
