Exhibit 10.28
REPUBLIC LEASING COMPANY, A Division of Resource Bancshares Corporation
X.X. Xxx 000, Xxxxxxxx, XX 00000
(000) 000-0000 FAX (000) 000-0000
Lease No. _______________
LEASE AGREEMENT Page 1 of 3
THIS LEASE CANNOT BE CANCELLED
TERMS AND CONDITIONS -------------------------------------
PLEASE READ CAREFULLY BEFORE SIGNING SCHEDULE OF RENTAL PAYMENTS
1. Lease. Lessor hereby leases to -------------------------------------
Lessee and Lessee hereby leases from INITIAL TERM OF LEASE (MONTHS) 36
Lessor all items of equipment
(individually, an "Item" and TOTAL NUMBER OF RENTAL PAYMENTS 36
collectively, the "Equipment")
described on Page 3 under the terms END OF LEASE PURCHASE OPTION FMV
set forth herein. The term ("Term") of
the Lease commences on the date the RENT (PLUS APPLICABLE TAXES) $971.40
Acknowledgement of Delivery and -------------------------------------
Acceptance ("Acknowledgment") is 1ST MONTH'S RENT $1,041.83
signed by Lessee and ends, unless
terminated as provided herein, at the SECURITY DEPOSIT +1,041.83
end of the Initial Term shown above.
Lessee shall pay all rent ("Rent") AMOUNT DUE WITH LEASE $2,083.66
hereunder in advance, plus applicable -------------------------------------
taxes, on the date specified by Lessor
in writing. This Lease is a "finance GUARANTY OF LEASE
lease" and not a "consumer lease" as
defined in the Uniform Commercial In order to induce Lessor to enter
("UCC"). Lessee will use the Equipment into this Lease, Guarantor(s), jointly
only for business purposes consistent and severally. guarantees the full
with the terms hereof. performance by Lessee of all terms and
conditions of the Lease. This Guaranty
2. Equipment. SEE PAGE 3. Location if is continuing, absolute and
different from below: unconditional and may be enforced by
Lessor directly against Guarantor
STREET 10825 Barely Lane Ste.D without prior action against Lessee
CITY/STATE Houston, TX and Guarantor waives all demands,
ZIP/CNTY 77070 - Xxxxxx notices of non-performance or default
and any defense based on any
Lessee agrees that (1) it has selected arrangement or agreement between the
the Equipment and Supplier: (2) Lessor and Lessee. Guarantor waives
neither Lessor nor any broker is the any right of subrogation against
agent or affiliate of the Supplier and Lessee. This Guaranty may not be
the Supplier and its salesmen are nut waived or amended except in a writing
Lessor's agents or affiliates: (3) the signed by Lessor. See "Applicable Law"
Equipment is leased "AS LS" and Lessor below, which applies to this Guaranty
is not responsible for any failure of as well as the Lease.
any Item to function properly or to
conform to Lessee's needs; (4) Lessee GUARANTOR /s/ Xxxx Xxxxxxx Xxxxxx
will only accept each Item when it
functions as desired anti Lessee's Print Name Xxxx Xxxxxxx Xxxxxx
execution of Acknowledgement is
conclusive evidence of full inspection Home Address 8115 Xxxx Xxxxxx,
by Lessee and Lessee's agreement that Xxxxxxx, XX 00000
this Lease is non-cancellable as to
such Item. Lessee waives any defense, GUARANTOR ___________________________
counterclaim or right of offset it may
have arising by reason of any alleged Print Name __________________________
defect in any Item or related
property. Equipment will at all times Home Address ________________________
remain personal property owned solely
by Lessor.
LESSOR DISCLAIMS ANY REPRESENTATION OR
WARRANTY OF ANY KIND AS TO THE
EQUIPMENT, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR
LESSEE'S PARTICULAR PURPOSE.
I am authorized to sign this Lease on behalf of Lessee (or I am the sole
proprietor doing business as the Lessee. I have read this Lease and discussed it
with counsel to the extent I believe necessary and, on behalf of Lessee, I
acknowledge that THIS LEASE CONTAINS THE ENTIRE AGREEMENT OF LESSOR AND LESSEE
AND MAY NOT BE ALTERED EXCEPT IN A WRITING SIGNED BY LESSOR. CONTACT:___________
TELE. (000) 000-0000
LESSEE Faith Walk Designs, Inc.
Address 00000 Xxxxxx Xxxx Xxx. X, Xxxxxxx, XX 00000
By /s/ Xxxx Xxxxxxx Xxxxxx Title President Print Name X.X. Xxxxxx Date _________
APPLICABLE LAW; JURISDICTION AND VANUE. Lessee hereby acknowledges that this
Lease was entered into in the State of South Carolina, County of Lexington, and
that the parties have agreed to the terms of this Lease with the understanding
that any action or proceeding regarding this Lease or the Equipment shall be
maintained in the state or federal courts in Lexington, SC and Lessee hereby
submits to jurisdiction and venue in Lexington, SC, waiving any claim of
improper jurisdiction or venue or forum non conveniens and agreeing to accept
service at Lessee's place of business in any such action. This Agreement shall
be interpreted, construed and enforced in accordance with the laws of the State
of South Carolina, applied without giving effect to conflict-of-laws principles,
except that UCC Article 2A shall apply whether or not adopted by such state.
SEE PAGES 2 AND 3 FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE MADE A PART
HEREOF, ONCE SIGNED, LESSEE MAY NOT CANCEL THE LEASE OR RETURN THE EQUIPMENT
UNTIL THE TERM ENDS.
ACCEPTED BY LESSOR: REPUBLIC LEASING COMPANY
By /s/ Its President Date 5/18/98
TERMS AND CONDITIONS OF LEASE NO. Page 2 of 3
TERMS AND CONDITIONS OF LEASE NO._________________Page 2 of 3
3. Lessee's Duties. Lessee will keep payable all sums due and to become due
the Equipment free and clear of all hereunder for the full Term; (C) with
liens, encumbrances and security or without terminating this Lease,
interests at Lessee's sole cost and recover from Lessee as liquidated
expense. Lessee will indemnify and damages and not as a penalty, the sum
hold Lessor harmless from and against of (i) any accrued and unpaid Rent as
any and all claims, lawsuits. actions, of the date of entry of judgment in
penalties, expenses and liabilities favor of Lessor plus interest at the
(including, without limitation, Contract Rate; (ii) the present value
negligence, strict liability, patent, of all future Rents discounted at a
copyright, trademark and tort claims) rate equal to the discount rate of the
in any way arising with respect to Federal Reserve Bank of Atlanta as of
this Lease or any item. Lessee will the date of entry of judgment in favor
pay all license and registration fees, of Lessor: (iii) all costs and
property, stamp, intangibles, excise, expenses incurred by Lessor in any
ad valorem and other fees or taxes in repossession, recovery, storage,
any way arising with respect to this repair, sale, lease, or other
Lease or any Item during the Term. disposition of the Equipment including
Lessor shall not be obligated to attorneys' fees and costs ("Recovery
contest any such fee or tax. Lessee's Costs"); (iv) Lessor's estimate of the
obligations under this Section shall residual value of the Equipment; and
survive expiration or termination of (v) any indemnity. if then
the Term. determinable, plus interest at the
Contract Rate; (D) in its sole
4. Return. Unless Lessee purchases discretion, lease or sell any Item at
Equipment as provided in Section 8, a public or private sale on such terms
upon expiration or termination of the and notice as Lessor shall deem
Term. Lessee shall at its sole cost, reasonable and recover from Lessee any
(a) place the Equipment in the liquidated damages and not as a
condition required by Section 12 and penalty, the amount described in
in as good condition as when received, clause (C) of this Section. reduced by
less normal wear and tear and (b) the amount received by Lessor upon
cause the Equipment to be properly such public or private sale or lease
disconnected, crated and shipped, of such Item. if any: and/or (E)
insured as required under Section 14, exercise any other right or remedy
to a location and by a carrier which may be available to it under the
designated by Lessor. Should Lessee UCC or any other applicable law. A
fail to comply fully with this termination hereunder shall occur only
Section, Lessee shall continue to pay upon notice by Lessor and only as to
pro rata daily Rent hereunder, such such Items as Lessor specifically
noncompliance to constitute an event elects to terminate and this Lease
of default hereunder, irrespective of shall continue in full force and
such Rent payments. effect as to the remaining terms, if
any. No remedy referred to in this
5. Assignment. LESSEE MAY NOT PLEDGE, Section is intended to be exclusive,
CANCEL, REVOKE, OR ASSIGN THIS LEASE but shall be cumulative and in
OR SUBLEASE, ABANDON OR TRANSFER addition to any other remedy referred
POSSESSION OF ANY ITEM or any of its to above or otherwise available to
rights herein or in the Equipment, any Lessor at law or in equity.
attempted breach of this Section
constituting a default hereunder. 8. Option to Purchase. If Lessee is
Lessor reserves the right, without not in default hereunder and this
notice to or consent of Lessee, to Lease has not been previously
assign, mortgage, pledge or otherwise terminated. Lessee may purchase all of
transfer any of its rights in this the Equipment upon expiration of the
Lease or any item and Lessee shall Term upon ten (10) days prior written
(upon notice) render all performance notice to Lessor for the amount shown
hereunder to such transferee, who as the "End of Lease Purchase Option"
shall be entitled to all rights and above plus any applicable tax or, if
benefits assigned to it by Lessor, but no End of Lease Purchase Option is
under no obligation to Lessee. shown, for the Fair Market Value, plus
applicable taxes on the basis of and
6. Late Fees Right to Perform. If be equal to an amount which would be
Lessor does not recieve Rent or any paid by an informed and willing buyer
other amount due hereunder within five and accepted by a seller. under no
(5) days after the date due hereunder, compulsion to sell, in an arms-length
Lessee shall pay to Lessor (in transaction assuming such Items are in
addition to such Rent or other the condition required by this Lease
payment) a late fee of ten percent and are sold at retail.
(10%) of such Rent or other payment.
If Lessor refers any collection or 9. Security Deposit. The security
other enforcement of this Lease to deposit stated above has been
counsel. Lessee shall reimburse Lessor deposited with Lessor as security for
for all fees and costs, together with full performance of all of the terms
interest at eighteen percent (18%) per and conditions of this Lease. Upon
annum ("the Contract Rate"). If Lessee acceptance of this Lease, Lessor shall
shall fail to carry any insurance, pay deduct from the security deposit a
any tax, or render any other nonrefundable document filling fee of
performance hereunder. Lessor, at its eighty-seven dollars for nontitled
sole option and without obligation, equipment and ninety-seven dollars for
may do so. On demand. Lessee shall titled equipment. Lessor may, but
reimburse Lessor for all costs shall not be required to apply all or
incurred hereunder together with any portion of the security deposit to
interest at the Contract Rate. any obligation of Lessee hereunder.
The security deposit may be commingled
7. Default: Remedies. An event of by Lessor with other funds and shall
default shall occur hereunder if not bear interest. If Lessor applies
Lessor does not receive Rent or other the security deposit to Lessee's
sum when due hereunder; or if Lessee: obligations hereunder. Lessee shall
(a) fails to perform or observe any immediately restore same. Upon
other covenant, condition or agreement Lessee's full performance of all terms
hereunder or breaches any and conditions of this Lease, Lessor
representation of Lessee herein or in shall, at the request of Lessee,
any other writing furnished to Lessor return any remaining Security Deposit
in connection herewith: or (b) shall to Lessee.
(1) be adjudicated insolvent or
bankrupt or cease to pay its debts as 10. Lessee Waivers. Lessee, to the
they mature, make a general assignment extent permitted by applicable law,
for the benefit of or enter into an HEREBY WAIVES ALL RIGHT TO TRIAL BY
arrangement with creditors, (2) apply JURY IN ANY ACTION ARISING HEREUNDER
for or consent to the appointment of a OR IN ANY WAY CONNECTED WITH THIS
receiver, trustee or liquidator of it LEASE OR THE EQUIPMENT. As this Lease
or a substantial part of its property, has been drafted by Lessor's counsel
or (3) authorize or file a voluntary as a convenience to the parties and
petition in bankruptcy or under any Lessee has had the opportunity to
similar law, consent to such a review it with counsel of its choice,
petition or suffer such a petition or this Lease shall not be construed
proceedings to be instituted against against any party by reason of
it and remain undismissed for a period draftsmanship. LESSEE FURTHER WAIVES
of sixty (60) days; or (c) shall AND RELEASES ANY RIGHTS AND REMEDIES
evidence to Lessor reasonable grounds CONFERRED UPON LESSEES BY SECTIONS
for insecurity in Lessee's business or 2A-508 THROUGH 2A-522 OF THE UCC OR
financial condition after the date ANY SIMILAR LAWS, including, without
hereof (or such grounds shall exist as limitation, any right to cancel or
to any guarantor of this Lease); or repudiate this Lease, reject or
(d) shall default under any other revokes acceptance of the Equipment,
agreement with Lessor, or any or assert any claim for damages or
agreement with any third party security interest in any of the
material to Lessee's business or Equipment.
providing for the repayment of money
borrowed. Upon the occurrence of an
event of default and at any time
thereafter, Lessor may in its sole
discretion, do any one or more of the
following: (A) terminate this Lease
and recover the Equipment: (B) declare
immediately due and Xxxxxx'x Initials /s/ JMS
TERMS AND CONDITIONS OF LEASE NO. 00008069 Page 3 of 3
11. Miscellaneous. This Lease shall replacement parts being automatically
only be valid when accepted in writing transferred to Lessor. Any property
by Lessor at its home office. If, attached to any Item shall
contrary to the parties' intention, automatically become Lessor's property
this lease is held to create a unless removable without damage to
security interest in any Item, Rent such Item.
for such Item shall be reduced so that
any interest portion is the highest 13. Loss; Damage. Lessee assumes the
rate permitted by applicable law. All entire risk of loss (including,
interest due hereunder shall be without limitation, theft or
reduced if required to equal the requisition) or destruction of the
highest rate permitted by applicable Equipment or damage to the Equipment
law, provided, Lessee waives, to the from any cause whatsoever, whether or
extent permitted by law, the right to not insured until the Equipment is
seek such reduction. No forbearance or delivered to Lessor under Section 4.
delay by Lessor shall be deemed to In the event of any loss, damage or
create a waiver or course of dealing destruction as to any Item, Lessee
between the parties. Lessee hereby will immediately notify Lessor and
adopts the typed version of its name, Lessee's inured in writing. No such
inserted by Lessor in any financing loss, damage or destruction will
statement, or related continuation, relieve Lessee of its duties hereunder
termination or amendment filed by or end the Term. At Lessor's option.
Lessor in connection herewith. Lessee Lessee will either (a) repair such
authorizes Lessor to by endorse or Item. (b) replace such item with
otherwise sign any such financing equipment of like value and utility
statement or any other document or (assuming proper maintenance)
instrument necessary to protect or acceptable to Lessor, or (c) pay to
preserve Lessor's interest herein, in Lessor an amount, reasonably
the Equipment or in any insurance or calculated by Lessor (without retard
other proceeds of the Equipment. to insurance) to give Lessor all of
Nothing herein shall imply that Lessor the benefits of its ownership of such
is a "merchant" under the UCC. Lessee item and amounts payable hereunder but
agrees to execute and deliver any for such loss, destruction or damage.
additional writings and take any other
actions Lessor reasonably requests to 14. Insurance. Lessee will keep the
evidence or effect Lessee's agreements Equipment insured against all risks in
and obligations hereunder. The amounts specified by Lessor from
provisions of this Agreement shall be time-to-time but in no event less than
severable, and if any provision shall the greater of replacement value or
be invalid, void or unenforceable in the total of all Rents for the full
whole or in part for any reason, the Term. Lessee will at all times carry
remaining provisions shall remain in commercial liability insurance in
full force and effect. This Agreement amounts specified by Lessor. In the
shall be binding upon and shall inure event that Lessee does not provide
to the benefit of the parties hereto Lessor with proof of insurance, Lessor
and their respective heirs, personal has the right, but not the obligation,
representatives, successors and to obtain insurance on Lessees behalf.
assigns (subject nevertheless to Lessee will reimburse Lessor on a
restrictions provided in Section 5). monthly basis for full cost of
premium, including charges and Fees of
12. Use: Maintenance. Lessee will not lessor and/or the highest rate legally
move any Item from the location permissible. All insurance shall be in
specified above without Lessor's prior form, amounts and with insurance
written consent. Lessor may inspect companies satisfactory to Lessor, who
the Equipment at any time during may on reasonable notice require
normal business hours. Lessee will, at Lessee to change such form, amount or
its own expense (a) use and maintain company. Lessor shall be named loss
the Equipment only in accordance with payee on all property damage insurance
applicable law, insurance requirements and additional insured on all
and operating manuals and liability insurance provided hereunder
instructions, (b) keep the Equipment and shall have the right to acceptable
in good working order and condition certificates or other evidence of
and (c) make all modifications insurance at any time, together with
required by applicable law, operating standard lender/lessor waivers of
instructions or requirements of any premium, subrogation and
insurer or maintenance organization cancellations. Insurance proceeds
servicing the Equipment. Lessee will shall be applied first to Lessee's
not modify or alter any Item without obligations under Sections 6 and 7,
Lessor's prior written consent then to Lessee's other obligations
excepting regular maintenance, hereunder.
ownership of all repair or
15. Equipment List: Supplier Networked Financial Systems, Inc.
Navision Financial Software
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ACKNOWLEDGEMENT OF DELIVERY AND ACCEPTANCE: Date of Acceptance__________________
Lessee Faith Walk Designs, Inc.
By /s/ Xxxx Xxxxxxx Xxxxxx Title President Print Name X.X. Xxxxxx
-------------------------- ----------------- --------------------------
The above signed hereby authorizes, in Signer's absence,_______________to orally
verify acceptance of the equipment and permission to pay Supplier.
On behalf of the Lessee, I hereby state (1) I am authorized to sign this
Acknowledgement, (2) all Items of Equipment have been delivered in a
satisfactory manner, are in good condition and working order, are satisfactory
in all respects and are HEREBY ACCEPTED; (3) the Lessor may rely on these
representations (which may be confirmed orally) in making full payment to the
Supplier; and (4) the Lease commences on the Date of Acceptance shown above and
is now NON-CANCELLABLE, ABSOLUTE, and IRREVOCABLE, the Lessee waiving any right
it might have to return any Item for any reason except as expressly provided in
the Lease at the end of the Term.
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