EXHIBIT 10.32
LEASE WITH OAKMONT FINANCIAL SERVICES
Acct. #66346
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OAKMONT FINANCIAL SERVICES
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EQUIPMENT LEASING SPECIALISTS
Date: 8/15/97
o LEASE MANAGERS INTERNATIONAL
o 00000 X XXXX XX #000
x XXXXXX XX 00000
o
o
Re: Lease dated 7/17/97 (the "Lease") between Oakmont Financial Services ("OFS")
and RX, TECHNOLOGY, INC. ("Lessee") Lease No. 66346.
For the sum of one dollar ($1.00) and other considerations, provided all rental
and other moneys due OFS pursuant to the Lease have been fully paid, OFS agrees
to assign and release to you any interest OFS may have in the equipment which
is the subject of the lease (the "Equipment") or pay to you any proceeds
received by OFS from the sale or other disposition of the Equipment whether to
the Lease or otherwise. OFS shall have no obligation to locate, recover or
deliver the Equipment to you or to recover any proceeds from the disposition
thereof all, of which shall be your sole responsibility. OFS MAKES NO WARRANTIES
OR REPRESENTATIONS WITH RESPECT TO THE EQUIPMENT, INCLUDING WITHOUT LIMITATION
THE WARRANTY OF MERCHANTABILITY AND FITNESS, OF ANY KIND OR NATURE AND YOU AGREE
TO ACCEPT THE SAME "AS IS" AND "WHERE IS". All taxes arising from the
transactions contemplated herein shall be borne by you.
Oakmont Financial Services
By: /s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx, Vice President
/xxxxxx
000 XXXXXXXX XXXX. XXXXX 000, XXX XXXXXXX, XX 00000
800/749.1059 o 213/452.1200 o FAX 213/452.1205
#66346
SCHEDULE "A"
QUANTITY EQUIPMENT DESCRIPTION
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The following equipment us located at: Buffalo Bill's Hotel & Casino
1-15 South
California & Nevada Border
Xxxxx, XX 00000
2 XXX 0000 Xxxxxxx
0 Xxxxxxx X00 x 7.3 BWMD Lens
2 CCTZ-3RGB Sony DXC-950 camera cable
2 CCU-M5
2 RM 930 Control Unit for DXC 9000 Camera
2 CCMC-1210P3 S Meter Cable
The following equipment is located at: Six Flags Over Mid-America
X-00 & Xxxxxxxxx
Xxxxxx, XX 00000
2 XXX 0000 Xxxxxxx
0 Xxxxxxx X00 x 7.3 BWMD Lens
2 CCTZ-3RGB Sony DXC-950 camera cable
2 CCU-M5.
2 RM 930 Control Unit for DXC 9000 Camera
2 CCMC-1210P3 S Meter Cable
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Debtor: RX Technology, Inc. and Amtronics, Inc.
As Co-Debtors
By: /s/ Xxxxxx Xxx Gay
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Xxxxxx Xxx Gay, President of RX Technology, Inc.
By:
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Xxxxxx Xxx Gay, President of Amtronics, Inc. DATE: 7-17-97
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OAKMONT FINANCIAL SERVICES
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EQUIPMENT LEASING SPECIALISTS
Date: 8/15/97
o RX TECHNOLOGY, INC.
o 0000 X XXXXXXX XX
x XXXXXXXX XX 00000
o
o
Re: Equipment Lease # 66346
Dear Lessee:
We are pleased to add you to Oakmont Financial Services growing family of
satisfied lessees. It is our sincere hope that we can help you prosper by
supporting your business through each stage of its growth.
For your information:
The number of payments remanding: 58
The amount of each lease payment: $1,035.99
Please be advised that billing and collections will be handled by our parent
company, your account will be automatically debited by our parent company.
HERITAGE FINANCIAL SERVICES
From time to time, Heritage will contact you concerning matters involved in
administering your lease and for final payment at lease expiration. In addition,
for property tax purposes, we are treating the lease equipment as being owned by
you; therefore, please include the equipment on your annual property tax
statement under Part II "declaration of Property Belonging to you" Item #2
"Equipment".
It has been a sincere pleasure to have been of services to you in your financing
needs and please contact Vice President, Xxxxxxxx Xxxxx or me at (000) 000-0000
or (000) 000-0000 for any future equipment financing needs.
Oakmont Financial Services
/s/ Xxxxx Kochi
Xxxxx Kochi
Operations Manager
000 XXXXXXXX XXXX XXXXX 000, XXX XXXXXXX, XX 00000
800/749.1059 o 213/452.1200 o FAX 213/452.1205
EQUIPMENT FINANCING AGREEMENT
Agreement No. 66346
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("DEBTOR")
FULL LEGAL NAME RX Technology, Inc.
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BILLING ADDRESS 0000 X. Xxxxxxx Xx.
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CITY Metairie XXXXX XX XXXXXX XXX XXXX 00000
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CONTACT Xxxxxx Xxx Gay TELEPHONE NUMBER 000-000-0000
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QUANTITY
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FULL DESCRIPTION OF COLLATERAL INCLUDING MODEL, SERIAL NUMBER
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See Attached Schedule "A"
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ITEMIZED ADVANCE
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TOTAL ADVANCE
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COLLATERAL LOCATION (IF DIFFERENT FROM BILLING ADDRESS)
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TERM OF LOAN MONTHLY PAYMENT INITIAL PAYMENT DATE ADVANCE PAYMENT
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60 Months $1,035.99 _______, 19___ $1,035.99
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INITIAL PAYMENT
CHECK FOR THIS AMOUNT MUST ACCOMPANY AGREEMENT
$ 2,396.98
|X| FIRST |X| ADVANCE
|X| OTHER UCC Search, etc.
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TERMS OF EQUIPMENT FINANCING AGREEMENT
Debtor and Creditor agree as follows:
1. SECURITY INTEREST. Debtor hereby grants Creditor a security interest under
the Uniform Commercial Code in the above property (collectively the "Collateral"
and individually an "Item of Collateral"). Such security interest is granted to
secure performance by Debtor of its obligations hereunder and under any other
present or future agreement with Creditor. Debtor shall insure that such
security interest is and shall remain a sole first [ILLEGIBLE] security
interest.
2. PAYMENTS. Debtor shall repay creditor the above "Total Advance" together with
interest in the number of monthly installments in the amount indicated above.
The initial installment payment shall be deemed due as of the date indicated
above, and subsequent installment payments shall be due on the same day of each
month thereafter until paid. All other amounts due hereunder shall be due upon
Debtor's receipt of Creditor's invoice therefor. Advance payments shall be
applied to the last installment payments in reverse order until exhausted;
provided that there is a default, any payments under this agreement may be
applied to Debtor's obligation to Creditor in such order as Creditor chooses.
3. NO AGENCY. DEBTOR ACKNOWLEDGES THAT NO SUPPLIER OF AN ITEM OR INTERMEDIARY
NOR ANY AGENT OF EITHER THEREOF IS AN AGENT OF CREDITOR AND FURTHER THAT NONE OF
SUCH PARTIES IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS
AGREEMENT. NO REPRESENTATION AS TO ANY MATTER BY ANY SUCH PARTY SHALL BIND
CREDITOR OR AFFECT DEBTOR'S DUTY TO PAY THE INSTALLMENT PAYMENTS AND PERFORM ITS
OTHER OBLIGATIONS HEREUNDER.
4. NON CANCELLABLE AGREEMENT; PREPAYMENT; NO OFFSET. THIS AGREEMENT IS NON
CANCELLABLE BY DEBTOR FOR ANY REASON WHATSOEVER. DEBTOR MAY PREPAY THE
INSTALLMENT PAYMENTS ONLY IN ACCORDANCE HEREWITH. ALL PAYMENTS HEREUNDER ARE TO
BE MADE WITHOUT OFFSET.
5. FINANCING. THIS AGREEMENT IS SOLELY A FINANCING AGREEMENT, CREDITOR HAS HAD
NO INVOLVEMENT IN THE SELECTION OR PURCHASE OF AND HAS MADE AND HEREBY MAKES NO
AGREEMENT, REPRESENTATION OR WARRANTY AS TO ANY ITEM OF COLLATERAL.
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THE
AGREEMENT.
This agreement is effective only upon execution by an authorized officer of
Creditor following Debtor's execution hereof, and upon executive Creditor shall
find the Total Advance, Debtor hereby authorizes Creditor in disburse the Total
Advance as follows:
Creditor reserves the right to pay the applicable portion of the Total Advance
jointly to any party not specified in the preceding sentence with a security
interest in an Item of Collateral.
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(CREDITORS) (DEBTOR)
Oakmont Financial Services RX Technology, Inc.
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PRINT FULL LEGAL NAME OF DEBTOR ABOVE
By /s/ Xxxxxxxx Xxxxx VP BY /s/ Xxxxxx Xxx Gay
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(TITLE) (AUTHORIZED SIGNATURE AND TITLE)
Xxxxxx Xxx Gay, President of
RX Technology, Inc.
BY
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(AUTHORIZED SIGNATURE AND TITLE)
BY
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(AUTHORIZED SIGNATURE AND TITLE)
DATE 8-15-97 DATE 7-17-97
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CONTINUING GUARANTY OF INDEBTEDNESS
TO: Oakmont Financial Services
RE: RX Technology, Inc. ("Customer")
(1) GUARANTY; DEFINITION OF "INDEBTEDNESS", The undersigned ("Guarantors")
will be benefited by the success of Customers. In consideration of your
providing leasing services and/or financial accommodation to Customer from time
to time Guarantors jointly and severally unconditionally guarantee and promise
to pay in lawful money of the United States to you or your order, and to
perform, on demand, any and all indebtedness of Customers to you. The word
"Indebtedness" is used herein in its most comprehensive sense and includes any
and all advances, debts, obligations and liabilities of Customers, or any of
them, heretofore, now or hereafter made, incurred or created, under leases,
credit sales, equipment finance agreements, notes, security agreements or
otherwise, whether voluntary or involuntary and however arising, whether due or
not due, absolute or contingent, liquidated or unliquidated, determined or
undetermined, and whether Customers may be liable individually or jointly, or
whether recovery upon such Indebtedness may be or hereafter become barred by any
statute of limitations or otherwise unenforceable in whole or in part for any
other reason including the bankruptcy of Customers.
(2) SUCCESSIVE TRANSACTIONS; WRITTEN NOTICE OF REVOCATION. This is a
continuing guaranty related to any Indebtedness, including that arising under
successive transactions which shall either continue the Indebtedness, renew it
after it has been satisfied or create new Indebtedness. This Guaranty shall not
apply to any new Indebtedness created after actual receipt by you of written
notice of this Guaranty's revocation as to such new Indebtedness; provided,
however, that extensions, renewals or modifications, of any kind, of
Indebtedness incurred by Customers prior to receipt by you of such revocation
notice and additional Indebtedness created pursuant to previously executed
commitments shall not be considered new Indebtedness. Any such notice must be
sent to you by registered mail with U.S. Mail postage prepaid, addressed to you
at 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxxxx, XX 00000. As contemplated in
paragraph 10, a notice of revocation from one of the Customers will not effect
the liability of any of the other Guarantors.
(3) OBLIGATIONS JOINT AND SEVERAL; SEPARATE ACTIONS; WAIVER OF STATUTE OF
LIMITATIONS; REINSTATEMENT OF LIABILITY. Guarantors' obligations hereunder are
joint and several and independent of the obligations of Customers, and a
separate action or actions may be brought and prosecuted against Guarantors,
whether an action is brought against Customers or whether Customers be joined in
such action or actions. Guarantors waive the benefit of any statute of
limitations affecting Guarantors' liability hereunder or the enforcement thereof
and agree that any payment of any Indebtedness or other act which shall tell any
statute of limitations applicable thereto shall also operate to full such
statute of limitations applicable to Guarantors' liability hereunder. The
liability of Guarantors hereunder shall be reinstated and revived and your
rights shall continue with respect to any amount paid by any party on account of
the Indebtedness, which shall thereafter be required to be restored or returned
by you upon the bankruptcy, insolvency or reorganization of such party or for
any other reason, all as though such amount had not been paid.
(4) AUTHORIZATIONS. Guarantors authorize you, either before or after
revocation hereof, without notice or demand and without affecting Guarantors'
liability hereunder, even though your action might otherwise give Guarantors the
ability to avoid further liability under this Guaranty, from time to time to (a)
amend, renew, extend, accelerate, compromise, or otherwise change or waive any
of the terms applicable to the Indebtedness or any part thereof; (b) take and
hold security for the payment of this Guaranty or the Indebtedness and exchange,
enforce, waive, release and consent, to the owner's lease or other disposition
of any such security; (c) apply such security and direct the order or manner of
sale thereof, including without limitation, a non-judicial sale permitted by the
terms of the controlling security agreement, mortgage or deed trust, as you in
your discretion may determine; (d) consent to Customers' assignment of any lease
with is part of the Indebtedness or Customers' sublease of any related property;
and (e) release or substitute any one or more Customers' or endorsers or
guarantors of the Indebtedness. You may without notice assign this Guaranty in
whole or in part. Guarantee may not assign Guarantors' obligations hereunder.
(5) GUARANTORS' WARRANTIES. Guarantors warrant that (a) this Guaranty is
executed at Customers' request; (b) Guarantors will not, without your prior
written consent, sell, lease, assign, encumber, hypothecate, transfer or
otherwise dispose of all or substantially all of Guarantors' assets, or any
interest therein; and (c) Guarantors have established adequate means of
obtaining from Customers on a continuing basis financial and other information
pertaining to Customers' financial condition and business activities. Guarantors
agree to keep adequately informed from such means of any facts, events or
circumstances which might in any way affect Guarantors' risks hereunder. With
respect to information or material acquired in the course of your relationship
with Customers, Guarantors agree that you shall have no obligation to disclose
such information or material to Guarantors.
(6) GUARANTORS' WAIVERS. Guarantors waive any rights to require you to
(a) proceed against any person, including Customers or any other guarantors of
the Indebtedness; (b) proceed against or exhaust any property you leased to or
any collateral held from Customers, any other guarantors of the Indebtedness or
any other person; (c) give notice of the terms, time and place of any public or
private sale of any personal property security held with respect to this
Guaranty or in connection with a transaction with Customers, comply with any
other provisions of Section 9504 of the Uniform Commercial Code which may be
applicable or give any notice with respect to leased or any other property
repossessed from Customers; (d) pursue any other remedy in your power; or (e)
make any presentments or demands for performance, give any notices of
nonperformance, protests, notices of protests or notices of dishonor or give any
other notices in connection with the Indebtedness or this Guaranty including in
connection with the creation of new or additional Indebtedness or any
modifications, renewal, or extension of the Indebtedness.
Guarantors waive any defense to liability under this Guaranty which
Guarantors might otherwise have arising by reason of (a) any disability or other
defense of Customers, any other guarantors or any other person; (b) the
cessation from any cause whatsoever, other than payment and performance in full,
of the Indebtedness; (c) the application by Customers of the proceeds of, or use
of any property leased in connection with, any Indebtedness for purposes other
than the purposes represented by Customers to you or understood by you or
Guarantors; (d) any act or omission by you which directly or indirectly results
in or aids the discharge of Customers on any Indebtedness by operation of law or
otherwise, including your failure to file a document or to give a notice; (e)
your failure to enforce or delay in enforcing any right you may have respecting
the Indebtedness; or (f) any impairment of any security for the Indebtedness,
this Guaranty or any other guaranty of the Indebtedness. Guarantors shall have
no right of subrogation respecting your rights against Customers or right of
reimbursement or contribution against Customers arising out of the performance
of this Guaranty, and Guarantors further waive any other right to enforce any
remedy which you now have or may hereafter have against Customers, any other
guarantors or any other person and waive any benefit of, or any right to
participate in, any security whatsoever now or hereafter held by you for the
Indebtedness. The waivers in the preceding sentence are permanent if Guarantors
are "insiders" as contemplated by the United States Bankruptcy Code, 11 U.S.C.
ss. 101, and thus Guarantors are not "creditors" of Customers within the meaning
of the United States Bankruptcy Code, 11 U.S.C. ss. 101 (10) or ss. 547 (b).
Otherwise those waivers apply only until all Indebtedness shall have been paid
and performed in full. The waivers contained in this Guaranty include the waiver
by Guarantors of any rights and defenses which Guarantors might have as a result
of an impairment of any subrogation, reimbursement or contribution rights
Guarantors may have, which impairment results from any rights, powers or
remedies of Customers in connection with any anti-deficiency or similar laws
limiting or qualifying the Indebtedness, including California Code of Civil
Procedure ss. 580 (d).
Guarantors warrant and agree that each of the waivers set forth above are
made with guarantors' full knowledge of their significance and consequences,
including that without these waivers guarantor might be able to avoid further
liability under this guaranty upon the occurrence of an event to which a waiver
relates, and that under the circumstances the waivers are reasonable and not
contrary to public policy or law. If any of said waivers are determined to be
contrary to any applicable law or public policy, such waivers shall be effective
only to the extent permitted by law.
(7) SUBORDINATION OF CUSTOMERS' DEBTS TO GUARANTORS. Any Indebtedness of
Customers now or hereafter held by Guarantors is hereby subordinated to the
Indebtedness. Such indebtedness of Customers to Guarantors is assigned to you as
security for this Guaranty and the Indebtedness and, if you request, shall be
collected and received by Guarantors as trustees for you and paid over to you on
account of the Indebtedness but without reducing or affecting in any manner the
liability of Guarantors under the other provisions of this Guaranty, Guarantors
will xxxx any notes now or hereafter evidencing such indebtedness of Customers
with a legend that such notes are subject to this Guaranty and, if you so
request, will deliver such notes to you. Guarantors will execute and deliver to
you such financing and continuation statements and other documents and take such
other action as you deem necessary or appropriate to perfect, preserve and
enforce your rights hereunder.
(8) WAIVER OF AUTHENTICATION OF VALIDITY OF ACTS OF CORPORATION OR
PARTNERSHIP. Where any one or more of Customers are corporations or
partnerships, it is not necessary for you to inquire into the power of Customers
or the officers, directors, partners, or agents acting or purporting to act in
their behalf, and any Indebtedness made or created in reliance upon the
professed exercise of such power shall be guaranteed hereunder.
(9) FEES, COSTS AND EXPENSES IN CONNECTION WITH ENFORCEMENT OF GUARANTY
AND COLLECTION INDEBTEDNESS. Guarantors agree to pay reasonable attorneys' fees
and all other costs and expenses which may be incurred by you in the enforcement
of the Guaranty.
(10) APPLICATION OF SINGULAR AND PLURAL IN CONTEXT AND CONSTRUCTION. In
all cases where there is but a single Guarantor or Customer, then all words used
herein in the plural shall be deemed to have been used in the singular where the
context and construction to require; and where there is more than one Customer
or Guarantor named herein, the word "Customers" or "Guarantors" shall mean all
and any one or more of them as the context requires.
(11) CALIFORNIA LAWS APPLICABLE. This Guaranty is governed by and
construed in accordance with the laws of the State of California. Venue for any
related action will be in an appropriate court chosen by you have jurisdiction
over the parties.
In Witness Whereof, Guarantors have executed this Guaranty as of 7/17,
1997.
INDIVIDUAL OR PARTNERSHIP: CORPORATE:
/s/ Xxxxxx Xxx Gay
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Xxxxxx Xxx Gay
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(An Individual) (Authorized Signature)
Home or Partnership Corporate
Address: Address:
LIMITATIONS TO JOINT ASSETS
Despite anything to the contrary in the above guaranty, the liability to
the Customers signing below shall be limited to such Customers' Interest in
property now held jointly, whether in tenancy in common, joint tenancy of
community property or otherwise, with Customers or with any other guarantor of
Customers' obligations to you and to the proceeds of such property, including
but not limited to all money or property acquired in consideration of or in
exchange for such property.
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(An Individual)
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(An Individual)
