MASTER LEASE AGREEMENT
Exhibit
10.75
MASTER
LEASE AGREEMENT ("Master Agreement" or "Lease") made as of JULY 14, 2006,
between EQUIPMENT LEASING SERVICES, L.L.C., an Arizona limited liability
company, having its chief executive offices at 0000 X. 00xx Xxxxxx,
Xxxxx 000,
Xxxxxxxxxx, XX 00000 ("Lessor") and CMARK INTERNATIONAL, INC. a South Carolina
corporation having its chief executive offices at 0000 XXX XXXXX XXXX XXXXX
0,
XXXXXXXX, XX 29223,("Lessee").
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1.
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LEASE
& DOCUMENTS
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In
accordance and subject to this Master Agreement, Lessor shall lease to Lessee,
and Lessees shall from Lessor, the items of personal property
(collectively the "Equipment", and individually an "Item") described in the
Schedule(s). Subject to this Master cement, each Schedule shall constitute
a
separate and independent lease and contractual obligation of Lessee. The Master
Agreement, Schedule(s) (including any Riders noted therein), Personal Guaranty
(s), Assignment of Funds Agreement, Trust Acknowledgement Agreement, Credit
Application(s) and any other referenced document(s) and/or, agreements contained
therein are material consideration for Lessor to consummate this transaction
and
constitute the basis of this bargain. Such agreements and documents are
collectively known as the "Lease Documents". In the event of a conflict between
this Master Agreement and any Schedule, Ice language of the Schedule shall
prevail. The Lease Documents shall be effective upon execution by Lessor at
its
offices. Lessee agrees to promptly execute and deliver to Lessor all instruments
or documents necessary to consummate the transactions contemplated by this
Master Agreement as are reasonably requested by Lessor from time to
time.
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2.
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TERM
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(a)
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The
term of the Lease shall be comprised of a Delivery Term,
Installation Term and Base Term. The Delivery Term for each Item
shall
commence on the date the Item is delivered to Lessee and shall end
on the
Installation Date. The Installation Term shall commence on the
Installation Date and terminate on the first day of the month following
the Installation Date for the last Item to be installed (the "Base
Term
Commencement Date"). The Base Term of the Lease shall begin on the
Base
Term Commencement Date, and may, subject to Subsection 2(b), terminate
on
the last day of the last month of the Base Term. The date of installation
(the "Installation Date") for any Item shall be the earlier of either
(i)
the date on which the entity responsible for installing such Item
certifies that the Item is installed and placed in good working
order, or (ii) if Lessee has caused a delay in the installation
of an
Item, seven days from the date the Item is delivered to the equipment
location specified in the Schedule, or (iii) if Lessee is to install
the
Item, the third day after delivery. In the event the Equipment is
already
installed at the equipment location of Lessee and has been previously
paid
for by Lessee, the Installation Date shall be the date on which the
Lessor
pays Lessee for the Equipment.
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(b)
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A
Lease may be terminated as of the last day of the last month of the
Base
Term by written notice given by either Lessor or Lessee not less
than four
(4) months prior to the date of termination of the Base Term. If
the Lease
is not so terminated at the end of the Base Term, the Base Term shall
be
automatically extended for successive four (4) month periods until
such
four (4) month notice is given. The Base Monthly Rental, as
hereinafter defined, shall continue to be due and payable by Lessee
until
the Equipment is redelivered to Lessor upon the termination of the
Base Term or any extension term, and throughout any such extension
term(s). No notice of termination may be revoked without the written
consent of the other party.
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3.
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RENTAL
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(a)
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The
rental amount payable to Lessor by Lessee for the Equipment will
be as set
forth on the Schedule ("Base Money Rental"). As rent for Equipment,
(i)
Lessee shall pay Lessor in immediately
available funds and in advance on the Base Term Commencement Date
and on
the first day of each month during the Base Term of the Lease the
Base
Monthly Rental, per month, and (ii) on the Installation Date an amount
equal, to 1/30th of the Base Monthly Rental for each Item times
the number of days which will elapse from the Installation Date of
such
items to the Base Term Commencement Date of the Lease; and (iii)
Supplemental Rent on or before the date required hereunder or upon
Lessor's demand if no date is specified herein, which shall constitute
any
other amount which Lessee is obligated to pay hereunder including
indemnity payments, Stipulated Loss Value or excess use charges.Each
remittance from Lessee to Lessor shall contain information as to
the Lease
for which payment is made.
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(b)
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For
any payment of rent or other amount due under a Lease which is past
due
for more than ten (10) days, interest shall accrue at the rate of
5% per
month, from the date such payment was due until payment is
received by Lessor, or if such rate shall exceed the maximum rate
of
interest allowed by law, then at such maximum
rate,
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4.
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TAXES
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Lessee
shall reimburse Lessor for (or pay directly, but only if instructed by Lessor)
all taxes, fees, and assessments that may be imposed by any taxing authority
on
the Equipment, on its purchase, ownership, delivery, possession, operation,
rental, return to Lessor or its purchase by Lessee (collectively, Taxes);
provided, however, that Lessee shall not be liable for any such Taxes (whether
imposed by the United States of America or by any other domestic or foreign
taxing authority) imposed on or measured by Lessor's net
income or tax preference items. Lessee's obligation includes, but is not limited
to, the obligation to pay all license and registration fees and all sales,
use,
personal property, recordation and other taxes and governmental charges,
together with any penalties, fines and interest thereof, that may be imposed
during the Base Term of the applicable Schedule. Lessor shall report and file
any and all Taxes and shall invoice Lessee for same. Lessee she promptly
reimburse Lessor for all Taxes and hold Lessor harmless with respect to any
non-payment thereof.
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5.
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NET
LEASE
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EACH
LEASE CREATED HEREUNDER FOR ANY ITEMS OF EQUIPMENT SHALL BE A NET LEASE AND
LESSEE ACKNOWLEDGES THAT LESSEE'S OBLIGATIONS THEREUNDER, INCLUDING, WITHOUT
LIMITATION, ITS OBLIGATION TO PAY ALL RENT, SHALL BE ABSOLUTE AND UNCONDITIONAL
AND LESSEE SHALL NOT BE ENTITLED TO ANY ABATEMENT, REDUCTION, DEFENSE,
COUNTERCLAIM, SET-OFFS DUE OR ALLEGED TO BE DUE BY REASON OF ANY PAST, PRESENT
OR FUTURE CLAIM OF LESSEE UNDER ANY LEASE, OR ANY OTHER AGREEMENT, CONTRACT
OR
UNDERTAKING, AGAINST LESSOR, ANY ASSIGNEE OF LESSOR. OR ANY VENDOR OR
MANUFACTURER OF THE EQUIPMENT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
SUCH LEASES SHALL NOT TERMINATE, NOR THE OBLIGATIONS OF LESSEE OR LESSOR
THEREUNDER BE OTHERWISE AFFECTED, FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, ANY DEFECT IN THE EQUIPMENT OR ANY PART OR ITEMS THEREOF OR LESSOR'S
TITLE THERETO OR ANY DAMAGE TO OR DESTRUCTION OR LOSS OF OR INTERFERENCE
WITH THE POSSESION OR USE OF ANY ITEMS OF EQUIPMENT FROM ANY CAUSE WHATSOEVER;
ANY LIENS, ENCUMBRANCES OR RIGHTS OF OTHERS WITH RESPECT TO ALL OR ANY PART
OF
THE EQUIPMENT; THE INVALIDITY OR UNENFORCEABILITY OR LACK OF DUE AUTHORIZATION
OF THIS AGREEMENT OR ANY LEASE; ANY INSOLVENCY OF OR ANY BANKRUPTCY,
REORGANIZATION OR SIMILAR PROCEEDING AGAINST LESSEE OR LESSOR; OR FOR ANY OTHER
CAUSE SIMILAR OR DISSIMILAR TO THE FOREGOING, ANY PRESENT OR FUTURE LAW TO
THE
CONTRARY NOTWITHSTANDING IT BEING THE INTENTION OF THE PARTIES HEREOF THAT
ALL
RENT AND OTHER AMOUNTS PAYABLE BY LESSEE HEREUNDER SHALL CONTINUE TO BE PAYABLE
IN ALL EVENTS IN THE MANNER AND THE TIMES HEREIN PROVIDED, UNLESS THE OBLIGATION
TO PAY SAME SHALL BE TERMINATED PURSUANT TO THE EXPRESS PROVISIONS OF THIS
AGREEMENT. TO THE EXTENT PERMUTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY
AND ALL RIGHTS WHICH IT MAY NOW HAVE OR WHICH AT ANY TIME HEREAFTER MAY BE
CONFERRED UPON IT, BY STATUTE OR OTHERWISE, TO CANCEL, QUIT OR SURRENDER THIS
AGREEMENT, ANY LEASE OR ANY OF THE EQUIPMENT EXCEPT IN ACCORDANCE WITH THE
EXPRESS PROVISIONS HEREOF. EACH PAYMENT OF RENT MADE BY LESSEE HEREUNDER
SHALL BE FINAL AND LESSEE SHALL NOT SEEK TO RECOVER ALL OR ANY PART OF SUCH
PAYMENT FROM LESSOR OR ANY ASSIGNEE OR LESSOR FOR ANY REASON
WHATSOEVER.
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6.
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INSTALLATION,
RETURN AND USE OF
EQUIPMENT
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(a)
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Upon
delivery of the Equipment to Lessee, Lessee shall pay all transportation,
installation, rigging, packing and insurance charges with respect
to the
Equipment. In the case of a sale and lease back transaction, Lessee
shall
upon the request of Lessor, certify the date the Equipment was first
put
into use.
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(b)
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Lessee
shall, at all times during the term of the Lease, be entitled to
unlimited
use of the Equipment. Lessee will at all times keep the. Equipment
in its
sole possession and control. The Equipment shall not be moved from
the
location stated in the Schedule without the prior written consent
of
Lessor and in no event shall the Equipment be moved outside the
continental, contiguous United States. Lessee will comply with all
laws,
regulations, and ordinances, and all applicable
requirements of the manufacturer of the Equipment which apply to
the
physical possession, use, operation, condition, and maintenance of
the
Equipment. Lessee agrees to obtain all permits and licenses necessary
for
the operation of the Equipment.
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(c)
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Lessee
shall not without the prior written consent of Lessor, affix or install
any accessory, feature, equipment or device to the Equipment or make
any
improvement, upgrade, modification, alteration or addition to the
Equipment (any such accessory, feature, equipment, device or improvement,
upgrade, modification, alteration or addition affixed or
installed is an "Improvement"). Title to all Improvements shall,
without
further
act, upon the making, affixing or installation of such Improvement,
vest
solely in Lessor, except such Improvements
as may be readily removed without causing material damage to the
Equipment
and without in any way affecting or impairing the originally intended
function, value or use of the Equipment. Removal of the Improvement
shall
be performed by the manufacturer, at the sole expense of Lessee.
Provided
the Equipment is returned to Lessor in the condition required by
the Lease
and title to the Improvement shall vest in the Lessee upon removal.
Any
Improvement not removed from the Equipment prior to return shall
at
Lessor's option remain the property of Lessor and shall be certified
for
maintenance by the manufacturer, at Lessee's expense.
Lessee
shall notify Lessor in writing no less than 60 days or to the desired
installation date of the type of Improvement Lessee desires to obtain.
Lessor may, at any time within 10 days after receipt of the notice
offer
to provide the Improvement to Lessee upon terms and conditions to
be
mutually agreed upon. Lessee shall notify Lessor of any third party
offers
and shall lease the Improvement from Lessor if Lessor meets the terms
of
the third party offer.
If
Lessee leases an Improvement from Lessor, such lease shall be under
a
separate Schedule, the Improvement shall not be placed in service
by
Lessee prior to acquisition by Lessor, and Lessee shall execute
and
deliver any document necessary to vest title to such Improvement
in
Lessor.
During
the term of the Lease term and any renewal term, Lessee shall cause
all
Improvements to be maintained, at Lessee's expense, in accordance
with the
requirements of Section 7. Unless otherwise agreed to by Lessor,
upon the
expiration or earlier termination of the term of the Lease, any
Improvement shall be de-installed and removed from the Equipment
by the
manufacturer, at Lessee's expense. If the Improvement is removed,
the
Equipment shall be restored to its unmodified condition and shall
be
certified for maintenance by the manufacturer, at Lessees
expense.
In
the event an Improvement is provided to Lessee by a party other
than
Lessor, Lessee shall cause such party to execute and deliver to
Lessor
such documents as shall be required by Lessor to protect the interests
of
Lessor and any Assignee in the Equipment, this Master Agreement
and any
Schedule.
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(d)
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Lessee
shall, at the termination of the Lease, at its expense, de-install,
pack
and return the Equipment to Lessor at such location within the continental
United States as shall be designated by Lessor in the same operating
order, repair, condition and appearance as of the Installation Date,
reasonable wear and tear excepted, with all current engineering changes
prescribed by the manufacturer of the Equipment incorporated in the
Equipment. Until the return of the Equipment to Lessor, Lessee shall
be
obligated to pay the Base Monthly Rental and all other sums due under
the
Lease.
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7.
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MAINTENANCE
AND REPAIRS
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Lessee
shall, at its expense, during the term of the Lease, preserve, repair and
maintain the Equipment in good working order and in accordance with the
manufacturer's specifications and shall keep a copy of all repairs and
maintenance logs to the equipment and Lessee , upon request, shall furnish
Lessor with a copy of such maintenance or repairs logs or records. During the
term of the Lease, Lessee shall, at its expense, keep the Equipment in good
working order, repair, appearance and condition and make all necessary
adjustments, repairs and replacements, all of which shall become the property
of
Lessor. Lessee shall not use or permit the use of the Equipment for any purpose
for which, in the opinion of the manufacturer of the Equipment the Equipment
is
not designed or intend, Lessee further agrees that it will not use
said Equipment in a manner contrary to any restrictions contained in
manufacturer's specifications.
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8.
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OWNERSHIP,
LIENS AND INSPECTIONS
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(a)
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Lessee
shall keep the Equipment free from any marking or labeling which
might be
interpreted as a claim of ownership by Lessee or any party other
than
Lessor and its Assignee(s), and shall affix and maintain tags, decals
or
plates furnished by Lessor on the Equipment indicating ownership
and title
to the Equipment in Lessor or its Assignee(s). Upon reasonable notice
to
Lessee, Lessor or its agents shall have access to the Equipment and
Lessee's books and records with respect to the Lease and the Equipment
at
reasonable times for the purpose of inspection and for any other
purposes
contemplated by the Lease, subject to the reasonable security requirements
of Lessee.
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(b)
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Lessee
shall execute and deliver such instruments, including Uniform Commercial
Code financing statements, as are required to be filed to evidence
the
interest of Lessor and its Assignee(s) in the Equipment or the
Lease. Lessee has no interest in the Equipment except as expressly
set
forth in the Lease, and that interest is a leasehold interest. Lessor
and
Lessee agree, and Lessee represents for the benefit of Lessor and
its
Assignee(s) the Lease is intended to be a "finance lease" and not
a "lease
intends as security " as those terms are used in the Uniform Commercial
Code; and that the Lease is intended to be a "true lease" as the
term is
commonly used under the Intel 1.1 Revenue Code of 1986, as
amended.
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(c)
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LESSEE
SHALL KEEP THE LEASE, THE EQUIPMENT AND ANY IMPROVEMENTS FREE AND
CLEAR OF
ALL LIENS AND ENCUMBRANCES OF WHATSOEVER KIND (EXCEPT THOSE CREATED
BY
LESSOR) AND LESSEE SHALL NOT ASSIGN THE LEASE OR ANY OF ITS RIGHTS
UNDER
THE LEASE OR SUBLEASE ANY OF THE EQUIPMENT OR GRANT ANY RIGHTS TO
THE
EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. No permitted
assignment or sublease shall relieve Lessee of any of its obligations
under the Lease and Lessee agrees to pay all costs and expenses Lessor
may
incur in connection with such sublease or assignment. Lessee grants
to
Lessor the right of first refusal on any sublease or other grant
of
Lessee's rights to the Equipment.
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9.
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DISCLAIMER
OF WARRANTIES
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(a)
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LESSOR
LEASES THE EQUIPMENT "AS IS," AND BEING NEITHER THE MANUFACTURER
OF THE
EQUIPMENT NOR THE AGENT OF EITHER THE MANUFACTURER OR SELLER, LESSOR
DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED,
WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE EQUIPMENT, ITS
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT
TO PATENT INFRINGEMENTS OR THE LIKE. LESSOR SHALL HAVE NO LIABILITY
TO
LESSEE FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER,
NOR
SHALL THERE BE ANY ABATEMENT OF RENTAL FOR ANY REASON INCLUDING CLAIMS
ARISING OUT OF OR IN CONNECTION WITH (i) THE DEFICIENCY OR INADEQUACY
OF
THE EQUIPMENT FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED
TO
LESSOR, (ii) ANY DEFICIENCY OR DEFECT IN THE EQUIPMENT, (iii) THE
USE OR
PERFORMANCE OF THE EQUIPMENT, OR (iv) ANY LOSS OF BUSINESS OR OTHER
CONSEQUENTIAL LOSS OR DAMAGE, WHETHER OR NOT RESULTING FROM ANY OF
THE
FOREGOING.
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(b)
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For
the term of the Lease, Lessor assigns to Lessee (to the extent possible),
and Lessee may have the benefit of, any and all manufacturer's warranties,
service agreements and patent indemnities, if any, with respect to
the
Equipment; provided, however, that Lessee's sole remedy for the breach
of
any such warranty, indemnification or service agreement
shall be against the manufacturer of the Equipment and not against
Lessor,
nor shall any such breach have any effect whatsoever on the rights
and
obligations of Lessor or Lessee with respect to the
Lease.
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(c)
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Lessee
and Lessor agree and acknowledge that it is the intent of both parties
that in the event Article 2A of the Uniform m Commercial Code (UCC)
is
deemed to be applicable to this Lease, this Lease shall qualify as
a
statutory finance lease under the UCC. LESSEE ACKNOWLEDGES AND AGREES
THAT
LESSEE HAS SELECTED BOTH: (1) THE EQUIPMENT; AND (2) THE SUPPLIER
FROM
WHOM LESSOR IS TO PURCHASE THE EQUIPMENT. LESSEE ACKNOWLEDGES THAT
LESSOR
HAS NOT PARTICIPATED IN ANY WAY IN LESSEE'S SELECTION OF THE EQUIPMENT
OR
OF THE SUPPLIER, AND LESSOR HAS NOT SELECTED, MANUFACTURED OR SUPPLIED
THE
EQUIPMENT. LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT
EVIDENCING THE LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER
CHOSEN
BY LESSEE AND THAT LESSEE SHOULD CONTACT THE SUPPLIER OF THE EQUIPMENT
FOR
A DESCRIPTION OF ANY SUCH RIGHTS.
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(d)
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Upon
receipt of written request from Lessee, and so long as this
Agreement and the relevant Lease for items of Equipment shall
remain
in force, Lessor shall take all seasonable action requested by Lessee
to
enforce any manufacturer's warranty, express or implied, issued on
or
applicable to any items of Equipment, which is enforceable only by
Lessor
in its own name, provided, however, that Lessor shall not be obligated
to
resort to litigation to enforce any such warranty unless Lessee shall
pay
all expenses in connection therewith. Similarly, if any such warranty
for
any item of Equipment shall be enforceable by Lessee in its own name,
Lessee hereby agrees, upon receipt of written request from Lessor
and so
long as this agreement and the relevant Lease for items of Equipment
shall
remain in force, to take all reasonable action requested by Lessor
to
enforce any such warranty, provided, however, that Lessee shall not
be
obligated to resort to litigation to enforce any such warranty unless
Lessor shall pay all expenses in connection
therewith.
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(e)
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In
the event that either Lessor or Lessee resorts to litigation to enforce
any warranty (the litigating party being hereinafter referred to
as the
"Litigating Party"), it is agreed that the Litigating Party shall
have the
right to such
action as it deems appropriate to settle, compromise or otherwise
dispose
of any claim under any such warranty, provided that
the
non-Litigating Party shall not be bound by any rulings, judgments,
decisions, agreements, compromises and settlements made or handed
down
with respect thereto or entered into by the Litigating Party unless
the
non-Litigating Party shall have agreed in writing to be bound
thereby.
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(f)
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NO
REPRESENTATIONS OR WARRANTIES OF THE MANUFACTURER OR DISTRIBUTOR
OF THE
EQUIPMENT, OR ANY OTHER THIRD PARTY, CAN BIND LESSOR, AND LESSEE
ACKNOWLEDGES AND AGREES THAT LESSOR SHALL HAVE NO OBLIGATIONS WITH
RESPECT
TO THE EQUIPMENT EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR OTHER
DOCUMENT
EXECUTED BY LESSOR
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10.
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ASSIGNMENT
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(a)
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Lessee
acknowledges and understands that Lessor may assign to a successor,
financing lender and/or purchaser (the "Assignee"), all or any part
of to
Lessor's right, title and interest in and to the Lease and the Equipment
and Lessee hereby consents to such assignment(s). In the event Lessor
transfers or assigns, or retransfers or reassigns, to an Assignee
all or
part of Lessor's interest in the Lease, the Equipment or any sums
payable
under the Lease, whether as collateral security for loans or advances
made
or to be made to Lessor by such Assignee or otherwise, Lessee covenants
that, upon receipt of notice of any such transfer or assignment and
instructions from Lessor,
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(i)
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Lessee
shall, if so instructed, pay and perform its obligations under the
Lease
to the Assignee (or to any other party designated by Assignee), and
shall
not assign the Lease or
any of its rights under the Lease or permit the Lease to be amended,
modified, or terminated without the prior written consent of Assignee;
and
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(ii)
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Lessee's
obligations under the Lease with respect to Assignee shall be absolute
and
unconditional and not be subject to any abatement, reduction, recoupment,
defense, offset or counterclaim for any reason, alleged or proven,
including, but not limited to, defect in the Equipment, the condition,
design, operation or fitness for use of the Equipment or any loss
or
destruction or obsolescence of the Equipment or any part, the prohibition
of or other restrictions against Lessee's use of the Equipment, the
interference with such use by any person or entity, any failure by
Lessor
to perform any of its obligations contained in the Lease, any insolvency
or bankruptcy of Lessor, or for any other cause;
and
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(iii)
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Lessee
shall, upon request of Lessor, submit documents and certificates
as may be
reasonably required by Assignee to secure and complete such transfer
or
assignment, including but not limited to the documents set forth
in Section 15(c) of this Master
Agreement.
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(iv)
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Lessee
shall deliver to Assignee copies of any notices which are required
under
the Lease to be sent to Lessor; and
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(v)
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Lessee
shall, if requested, restate to Assignee the representations, warranties
and covenants contained in the Lease (upon which Lessee acknowledges
Assignee may rely) and shall make such other representations, warranties
and covenants to Assignee as may be reasonably required to give effect
to
the assignment.
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(b)
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Lessor
shall not make an assignment or transfer to any Assignee who shall
not
agree that, so long as Lessee is not in default under the Lease,
such
Assignee shall take no action to interfere with Lessee's quiet enjoyment
and use of the Equipment in accordance with the terms of the Lease.
No
such assignment or conveyance shall relieve Lessor of its obligations
under the Lease and Lessee agrees it shall not look to any Assignee
to
perform any of Lessor's obligations under the Lease. No such assignment
shall increase Lessee's obligations nor decrease Lessee's rights
hereunder.
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11.
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QUIET
ENJOYMENT
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Lessor
covenants that so long as Lessee is not in default under a Lease,
Lessor shall take no action to interfere with Lessee's possession and use of
the
Equipment subject to and in accordance with the provisions of the
Lease.
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12.
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INDEMNIFICATION
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Lessee
shall indemnify, defend and hold Lessor (which term, for the purposes of this
Section 12, shall be deem to include all agents, employees and officers of
Lessor or any affiliate thereof) harmless, on an after tax basis, from and
against all demands, (including negligence, tort and strict liability), damages,
judgments, suits, and legal proceedings, and any and all costs and expenses
in
connection therewith (including reasonable attorneys' fees) arising out of
or in
any manner connected with ice Lease Documents and the transactions contemplated
thereby, any (a) breach of any of the Lease Documents (b) any violation of
any
applicable law or regulation by Lessee, (c) any failure by Lessee to perform
or
observe any covenant, condition or 9 cement in, or the falsity of any
representation or warranty of Lessee in the Lease Documents, (d) any liens
imposed on the Equipment by any party other than the Lessor, (e) the
manufacture, purchase,
financing, ownership, delivery, rejection, non-delivery, possession, use,
transportation, storage, operation, maintenance, repair, return, Iteration,
leasing, subleasing, additions, or other disposition of the Equipment or any
Items or with respect to the Lease, any Schedule or the transactions
contemplated thereby, including, without limitation, (i) claims for injury
to or
death of persons and for damage to property, (ii) claims relating to patent,
copyright, or trademark infringement, claims relating to latent or other defects
in the Equipment whether or not discoverable by Lessor, and (iii) claims
relating to the application of any Environmental Law to the Equipment or any
material in contact with the Equipment or any act or omission occurring at
any
time of Lessee specifically including acts or omissions with respect to the
on-site or off-site disposal of hazardous wastes and hazardous substances,
or
threatened damage to the environment (including, without limitation, ambient
air, surface water, groundwater, land surface or sub-surface strata) at any
on-site or off-site location, occurring at any time, including treatment,
storage or disposal of any pollutant, contaminant or chemical or industrial,
toxic, or hazardous substance or hazardous waste generated or produced by or
in
connection with the Equipment or by Lessee.
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13.
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RISK
OF LOSS
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(a)
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Lessee
assumes and shall bear the entire risk of loss and damage, whether
or not
insured against, of the Equipment from any and every cause whatsoever
as
of the date the Equipment is delivered to
Lessee.
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(b)
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In
the event of loss or damage of any kind to any Item, Lessee shall
use all
reasonable efforts to place the Item in good repair, condition and
working
order to the reasonable satisfaction of Lessor within sixty (60)
days
of such loss or damage, unless the manufacturer of the Equipment
determines that such Item has been irreparably damaged, in which
case
Lessee shall, within ten (10) days of the manufacturer's determination
of
irreparable loss, make its election to either pay Lessor the Stipulated
Loss Value (as set forth as an Attachment A to each Schedule or if
none
attached to the Schedule, Attachment A hereto) for the irreparably
damaged
Item or replace the irreparably damaged Item, all as provided in
this
Section. To the extent that the Item is damaged but not irreparably
damaged and if Lessee is entitled, pursuant to the insurance coverage,
to
obtain proceeds from such insurance for the repair of the Item, Lessee
(provided no Event of Default has occurred under the Lease) may arrange
for the disbursement of such proceeds to the manufacturer or other
entity
approved by Lessor to perform the repairs to pay the cost of repair.
However, Lessee's obligation to timely repair the damaged Item is
not
contingent upon receipt of such insurance
proceeds.
|
|
(c)
|
In
the event that Lessee elects to pay Lessor the Stipulated Loss Value
for
the irreparably damaged Item, Lessee shall (i) pay such amount (computed
as of the first day of the month following the determination of the
irreparable damage by the manufacturer) to Lessor on the fits( day
of the
month following the election by Lessee as provided in (b) above,
(ii) pay
all Base Monthly Rental for the Item up to the date that the Stipulated
Loss Value is paid to Lessor, and (iii) arrange with the applicable
insurance company (with the consent of Lessor) for the disposition
of the
irreparably damaged Item. If not all the Equipment is irreparably
damaged,
the Value for Calculation of Stipulated Loss Value ("Value") as set
forth
on the Schedule for the irreparably damaged Item shall be multiplied
by
the applicable percentage set forth in said Attachment to compute
the
Stipulated Loss Value for such irreparably damaged Item, and the
Base
Monthly Rental for the undamaged equipment remaining due (after
payment of the Stipulated Loss Value for the irreparably damaged
Item)
shall be that amount resulting from multiplying the original Base
Monthly
Rental by the ratio of the Value of the undamaged Equipment divided
by the
Value for all the Equipment prior to the
damage.
|
6
|
(d)
|
If
Lessee elects to replace the irreparably damaged Item, Lessee shall
continue all payments under the Lease
without interruption, as if no such damage, loss or destruction had
occurred, and shall replace such irreparably- damaged Item, paying
all
such costs, associated with the replacement, and Lessee shall be
entitled
to insurance proceeds up to the amount expended by Lessee in effecting
the
replacement. Lessee shall within twenty (20) days following the date
of
determination of irreparable damage by the manufacturer, effect the
replacement by replacing the irreparably damaged Item with a "Replacement
Item" so that Lessor has good, marketable and unencumbered title
to such
Replacement Item. The Replacement Item shall have a fair market value
equal to or greater than the Item replaced, and anticipated to have
a fair
market value at the expiration of the Base Term equal to the fair
market
value that the replaced Item would have had at the end of the Base
Term,
and be the same manufacture, model and type and of at least equal
capacity
to the Item for which the replacement is being made. Upon delivery,
such Replacement item shall become subject to all of the terms and
conditions of the Lease. Lessee shall execute all instruments or
documents
necessary to effect the foregoing.
|
|
(e)
|
For
purposes of this Lease, the term "fair market value" shall mean the
price
of the Equipment delivered and installed at Lessee's location that
would
be obtained in an arm's-length transaction between an informed and
willing
buyer-lessee under no compulsion to buy or lease and an informed
and
willing seller-lessor under no compulsion to sell or lease. If Lessor
and
Lessee are unable to agree upon fair market value, such value shall
be
determined, at Lessee's expense, in accordance with the foregoing
definition, by three independent appraisers, one to be appointed
by
Lessee, one to be appointed by Lessor and the d to be appointed by
ire
first two.
|
|
14.
|
INSURANCE
|
During
the period that any Equipment is leased to Lessee hereunder, lessee will, at
all
times and at its sole expense, carry and maintain or cause to be carried and
maintained: (a) insurance for loss of or damage to the Equipment caused by
fire,
lightning, tornado and windstorms, explosion smoke and smudge, aircraft and
motor vehicle damage, strikes, riots and civil commotion, burglary and theft,
comprehensive, vandalism and malicious mischief, and other casualty events
customarily insured against respect to similar equipment, and (b) public
liability insurance covering the Equipment, in an amount not less
than one million dollars ($1,000,000) and against such
risks as is
customary with respect to similar Equipment and which is acceptable to Lessor
.
Such policies will provide that the same may not be invalidated against Lessor
or any assignee of Lessor by reason of any violation of a condition or breach
of
warranty of the policies or the application therefore by Lessee, that the
policies may be cancelled or materially altered or reduced in coverage by the
insurer only after thirty (30) days prior written notice to Lessor and any
assignee of Lessor, and that the insurer will give written notice to Lessor
and
any assignee of Lessor in the event of nonpayment of premium by Lessee when
due.
Upon the execution of this agreement and thereafter not less than thirty (30)
days prior to the expiration dates of any such policies theretofore furnished
under this Section, originals of the policies of insurance required by this
Section shall be delivered by Lessee to Lessor and any assignee of Lessor,
provided, however, that Lessor and any assignee of Lessor may accept copies
of
the policies, certificates of insurance or other satisfactory evidence in lieu
of original policies. Such policies may be blanket policies covering other
equipment not subject to the Leases created hereunder and under the Equipment
Schedules, provided that any such blanket policy or certificate of insurance
issued with respect thereto shall specifically describe the Equipment as being
included therein and covered thereby to the full extent of the coverages and
amounts required hereunder. If Lessee shall fail to cause the insurance required
under this Section to be carried and maintained Lessor or any assignee of Lessor
may provide such insurance and Lessee shall reimburse Lessor or any such
assignee of Lessor as the case may be, upon demand, for the cost
thereof as Supplemental Rent hereunder. Lessor and any assignee of Lessor will
be named as the sole loss payees or additional insureds, as their
interest may appear, on all policies referred to in clause (a) above, so that
the insurance proceeds payable wider such policies will be payable and paid
solely to Lessor and to any assignee of Lessor, as their interests may
appear. Lessor and any assignee of Lessor will be named as loss payee
and additional insured on all policies referred to in clause (b)
above.
|
15.
|
REPRESENTATION
AND WARRANTIES OF LESSEE; FINANCIAL
STATEMENTS
|
|
(a)
|
Lessee
represents and warrants to Lessor and its Assignee(s) (i) that the
execution, delivery and performance
of the Lease Documents was duly authorized and that upon execution
of the
Lease Documents by Lessee and Lessor, the Lease Documents will be
in full
force and effect and constitute a valid legal and binding obligation
of
Lessee, and enforceable against Lessee, and Lessee's guarantor in
accordance with their respective terms; (ii) the Equipment is
accurately described in the Lease Documents and all documents of
Lessee relating to the Lease; (iii) that Lessee is in good standing
in the
jurisdiction of its incorporation and in any jurisdiction in which
any of
the Equipment is located; (iv) that no consent or approval of, giving
of
notice to, registration with, or taking of any other action in respect
of,
any state, federal or other government authority or agency is required
with respect to the execution, delivery and performance by the Lessee
of
the Lease Documents, if any such approval, notice, registration or
action
is required, it has been obtained; (v) that the entering into and
performance of the Lease Documents will not violate any judgment,
order,
law or regulation applicable to Lessee or any provision of Lessee's
Articles of Incorporation or Bylaws or result in any breach of, or
constitute a default under, or result in the creation of any lien,
charge,
security interest or other encumbrance upon any assets of Lessee
or upon
the Equipment pursuant to any instrument to which Lessee is a party
or by
which it or its property may bound; (vi) there are no actions, suits
or
proceedings or to the knowledge of Lessee, threatened before any
court or
administrative agency, arbitrator or governmental body which will,
if
determined adversely to Lessee, materially adversely affect its ability
to
perform its obligations under the Lease Documents or any related
agreement
to which it is a party; (vii) that aside from the Lease Documents
there
are no additional agreements between Lessee and Lessor relating to
the
Equipment, and (viii) that any and all financial statements and other
information with respect to Lessee supplied to Lessor prior to and
at the
time of execution, of the Lease Documents and/or any amendment thereafter,
are true and complete. The foregoing representations and warranties
shall
survive the execution and delivery of the Lease Documents and any
amendments hereto and shall upon the written request of Lessor, be
made to
Lessor's Assignee(s).
|
7
|
(b)
|
Prior
to and during the term of the Lease, Lessee will furnish Lessor with
Lessee's fiscal year-end financial statements within 90 days of Lessee's
fiscal year-end and tax returns within 30 days of filing. If Lessee
is a
subsidiary of another company, Lessee shall supply such company's
financial statements and guarantees as are reasonably acceptable
to
Lessor. Lessor's obligations to perform under any Lease is subject
to the
condition that the financial statements furnished to Lessor by Lessee
present the financial condition and results of operations of Lessee
and
its affiliated corporations, if any, and any guarantor of Lessee's
obligations under any Lease, as of the date of such financial statements,
and that since the date of such statements there have been no material
adverse changes in the assets or liabilities, the financial condition
or
other condition which in Lessor's or Assignee(s) sole discretion
are
deemed to be materially adverse. Lessee shall also provide Lessor
with
such other statements concerning the Lease and the condition of the
Equipment as Lessor may from time to time
request.
|
|
(c)
|
Upon
Lessor's request, Lessee shall, with respect to each Lease, deliver
to
Lessor (i) a certificate of a secretarial officer of Lessee certifying
the
bylaw, resolution (specific or general) or corporate action authorizing
the transactions contemplated in the Lease; (ii) an incumbency certificate
certifying that the person signing the Lease Documents including
the
Master Agreement and the Lease holds the office the person purports
to
hold and has authority to sign on behalf of Lessee; (iii) an opinion
of
Lessee's counsel with respect to the representations in Section 15(a);
(iv) an agreement with Lessor's Assignee with regard to any assignment
as referred to in Section 10; (v) the purchase documents if
Lessee has sold or assigned its interest in e Equipment to Lessor;
(vi) an
insurance certificate evidencing the insurance provided by Lessee
pursuant
to Section 14; and (vii) an Installation Certificate duly executed
by
Lessee. Failure by Lessee to deliver any of these documents
when due shall operate, at Lessor’s option, to continue the Installation
Term for the Lease thus delaying the Base Term Commencement Date,
or to
increase the Base Monthly Rental to recover costs incurred by Lessor
consequent to the delay or the termination of the Lease as provided
in
Section 16.
|
|
16.
|
DEFAULT,
REMEDIES
|
|
(a)
|
The
following shall de deemed "Events of Default" under the
Lease:
|
|
(1)
|
Lessee
fails to pay any installment of rent or other charge or amount when
due
under the Lease; or
|
|
(2)
|
Except
as expressly permitted in the Lease, Lessee attempts to remove, sell
encumber, assign or sublease or fails to insure any of the Equipment,
or
fails to deliver any documents required of Lessee under the Lease;
or
|
|
(3)
|
Any representation
or warranty made by Lessee or Lessee's guarantor in the Lease Documents
or
any document supplied in connection with the Lease Documents and/or
any
credit/financial statement is misleading or materially inaccurate;
or
|
|
(4)
|
Lessee
fails to observe or perform any of the other obligations require
under the
Lease Documents; or
|
|
(5)
|
Lessee
fails to provide and/or maintain the insurance coverage required
under the
Lease Documents;
or
|
|
(6)
|
Lessee
breaches any obligation, condition and/or term in any of the
Lease Documents; or
|
8
|
(7)
|
Lessee
or Lessee's guarantor fails to promptly execute and deliver to Lessor
the
required guaranty; ceases doing business as a going concern; makes
an
assignment for the benefit of creditors; admits in writing its
inability to pay its debts as they become due; files a voluntary
petition
in bankruptcy; is adjudicated a bankrupt or an insolvent; files a
petition
seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar arrangement under
any
present or future statute, law or regulation or ides an answer admitting
or fails to deny the material allegations of a petition filed against
it
in any such proceeding; consents to or acquiesces in the appointment
of a
trustee, receiver, or liquidator for it or of all or any substantial
part
of its assets or properties, or if it or its trustee, receiver, liquidator
or shareholders shall take any action to effect its dissolution or
liquidation; or
|
|
(8)
|
If
within thirty (30) days after the commencement of any proceedings
against
Lessee or Lessee's guarantor seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief
under any present or future statute, law or regulation, such proceedings
shall not have been dismissed, or if within thirty (30) days after
the
appointment (with or without Lessee's or Lessee's guarantor's consent)
of
any trustee, receiver or liquidator of it or all of or any substantial
part of its respective assets and properties, such appointment shall
not
be vacated.
|
|
(b)
|
Upon
the happening of any Event of Default, Lessor may declare the Lessee
to in
default. Lessee authorizes Lessor at any time thereafter, with or
without
terminating the Lease, to enter any premises where the Equipment
may be
and take possession of the Equipment. Lessee shall, upon such declaration
of default, without further demand, immediately pay Lessor an amount
which
is equal to (i) any unpaid amount due on or before Lessor declared
the
Lease to be in default, plus (ii) as liquidated damages for loss
of a
bargain and not as a penalty, an amount equal to the Stipulated Loss
Value
for the Equipment computed as of the date the last Base Monthly Rental
payment was due prior to the date Lessor declared the Lease to be
in
default, together with interest, as provided herein, plus (iii) all
attorney and court costs incurred by Lessor relating to the enforcement
of
its rights under the Lease. After an Event of Default, at the request
of
Lessor and to the extent requested by Lessor, Lessee shall immediately
comply with the provisions of Section 6(d) and Lessor may sell the
Equipment at private or public sale, in bulk or in parcels, with
or
without notice, without having the Equipment present at the place
of sale;
or Lessor may lease, otherwise dispose of or keep idle all or part
of the
Equipment, subject, however, to its obligation to mitigate damages.
The
proceeds of sale, lease or other disposition, if any, of the Equipment
shall be applied: (1) to all Lessor's costs, charges and expenses
incurred
in taking, removing, holding, repairing and selling, leasing or otherwise
disposing of the Equipment including attorney fees; then (2) to the
extent
not previously paid by Lessee, to pay Lessor the Stipulated Loss
Value for
the Equipment and all other sums owed by Lessee under the Lease,
including
any unpaid rent which accrued to the date Lessor declared the Lease
to be
in default and indemnities then remaining unpaid under the
Lease;
then (3) to reimburse to Lessee Stipulated Loss Value previously
paid by
Lessee as liquidated damages; and (4) any surplus shall be
retained by Lessor. Lessee shall pay any deficiency in (1) and (2)
immediately. The exercise of any of the foregoing remedies by Lessor
shall
not constitute a termination of the Lease unless Lessor so notifies
Lessee
in writing. Lessor may also proceed by appropriate court action,
either at
law or in equity to enforce performance by Lessee of the applicable
covenants of the Lease or to recover damages for the breach of the
Lease.
|
|
(c)
|
The
waiver by Lessor of any breach of any obligation of Lessee shall
not be
deemed a waiver of any future breach of the same or any other obligation.
The subsequent acceptance of rental payments under the Lease by Lessor
shall not be deemed a waiver of any such prior existing breach at
the time
of acceptance of such rental payments. The rights afforded Lessor
under
Section 16 shall be cumulative and concurrent and shall be in addition
to
every other right or remedy provided for the Lease or now or later
existing in law (including as appropriate all the rights of a secured
party or lessor
under the Uniform Commercial Code) or in equity and Lessor's exercise
or
attempted exercise of such rights or remedies shall not preclude
the simultaneous or later exercise of any or all other rights or
remedies.
|
|
(d)
|
In
the event Lessee shall fail to perform any of its obligations under
the
Lease, then Lessor may perform the same, but shall not be obligated
to do
so, at the cost and expense of Lessee. In any such event, Lessee
shall
promptly reimburse Lessor for any such costs and expenses incurred
by
Lessor.
|
|
17.
|
LESSOR'S
TAX BENEFITS
|
Lessee
acknowledges that Lessor shall be entitled to claim tax benefits, credits and
deductions related to the Equipment for federal income tax purposes including,
without limitation: (i) deductions on Lessor's cost of the Equipment for each
of
its tax years during the term of the Lease under any method of depreciation
or
other cost recovery formula permitted by the Internal Revenue Code of 1986,
as
amended (hereinafter called the "Code"), and (ii) interest deductions as
permitted by the Code on the aggregate interest paid to any Assignee
(hereinafter collectively "Lessor's Tax Benefits"). Lessee agrees to take no
action inconsistent (including the voluntary substitution of Equipment) with
the
foregoing or which would result in - loss, disallowance, recapture or
unavailability to Lessor of Lessor's Tax Benefits. Lessee hereby indemnifies
Lessor and its Assignee(s) from and against (a) any loss, disallowance,
unavailability or recapture of Lessor's Tax Benefits resulting from any action
or failure to act of Lessee, including replacement of the Equipment, plus (b)
all interest, penalties, costs, (including attorney fees), or additions to
tax
resulting from such loss, disallowance, unavailability or
recapture.
9
|
18.
|
GENERAL
|
|
(a)
|
The
Lease shall be deemed to have been made and delivered in the State of
Arizona and shall a governed in all respects by the laws
of such State. THE PARTIES HERETO AGREE THAT IN THE EVENT OF AN ALLEGED
BREACH OF ANY OF THE LEASE DOCUMENTS OR ANY DOCUMENTS RELATING THERETO
BY
EITHER PARTY, OR ANY CONTROVERSIES ARISE BETWEEN THE PARTIES RELATING
TO
THIS AGREEMENT OR ANY DOCUMENTS RELATING THERETO, AND SUCH BREACHES
OR
CONTROVERSIES ARE BROUGHT BEFORE ANY COURT, SUCH CONTROVERSIES SHALL
BE
TRIED BY A JUDGE ALONE. THE FARMS, HAVING HAD THE OPPORTUNITY TO
CONSULT
WITH INDEPENDENT COUNSEL OF THEIR OWN CHOOSING, HEREBY KNOWINGLY
AND
VOLUNTARILY WAIVE THEIR RIGHTS TO A TRIAL BY JURY IN ANY MATTER RELATING
TO THIS AGREEMENT OR ANY DOCUMENTS RELATED
THERETO.
|
|
(b)
|
The
Lease Documents, including this Master Agreement, constitute the
entire and only agreement(s) between Lessee and Lessor with
respect to the lease of the Equipment, and the parties have only
those
rights and have incurred only those obligations as
specifically set forth therein. The covenants, conditions, terms
and
provisions may not be waived or modified orally and shall supersede
all
previous proposals, both oral and written, negotiations, representations,
commitments or agreements between the parties, The Lease may not
be
amended or discharged except by a subsequent written agreement entered
into by duly authorized representatives of Lessor and
Lessee.
|
|
(c)
|
All
notices, consents or requests desired or required to be given under
the
Lease shall be in writing and shall be delivered in person or sent
by
certified mail, return, receipt requested, or by courier service
to the
address of the other party set forth in the introduction of the Master
Agreement or to such other address as such party shall have designated
by
proper notice.
|
|
(d)
|
Each
Schedule shall be executed in three counterparts, consecutively numbered.
To the extent, if any, that a Schedule constitutes chattel paper
(as such
term is defined in the Uniform Commercial Code) no security interest
in
the Schedule may be created through the transfer or possession of
any
counterpart other than Counterpart No. 1. The Master Agreement, in
the
form of a photocopy, is Exhibit A to the Schedule and is not chattel
paper
by itself.
|
|
(e)
|
Section
headings are for convenience only and shall not be construed as
part of the Lease.
|
|
(f)
|
It
is expressly understood that all of the Equipment shall be and remain
personal property, notwithstanding the manner in which the same may
be
attached or affixed to realty, and, upon Lessor's request, Lessee
shall
secure from its mortgagee, landlord or owner of the premises a waiver
in
form and substance reasonably satisfactory to
Lessor.
|
|
(g)
|
Lessor
may upon written notice to Lessee advise Lessee that certain Items
supplied to Lessee are leased to Lessor and supplied to Lessee under
the
Lease as a sublease. Lessee agrees to execute and deliver
such acknowledgements and assignments in connection with such a Lease
as
are reasonably required. If, at any time during the term of the Lease,
Lessor's right to lease the Equipment expires, Lessor may remove
the
Equipment from Lessee's premises and shall promptly provide identical
substitute Equipment. All expenses of such substitution, including
de-installation, installation and transportation expenses, shall
borne by
Lessor.
|
|
(h)
|
Prior
to the delivery of any Item, the obligations of Lessor hereunder
shall be
suspended to the extent that it is hindered or prevented from complying
therewith because of labor disturbances, including strikes and lockouts;
acts of God; fires; storms; accidents; failure to deliver any Item;
governmental regulations or interferences or any cause whatsoever
not
within the sole control of Lessor.
|
10
|
(i)
|
Any
provision of the Master Agreement or any Schedule prohibited by or
unlawful or unenforceable under any applicable law of any jurisdiction
shall be ineffective as to such jurisdiction without invalidating
the
remaining provisions of the Master Agreement and such
Schedule.
|
|
(j)
|
In
the event article 2A of the UCC is deemed to be applicable to this
lease,
Lessee hereby agrees to waive any and all rights and remedies given
by
sections 2A-508 through 2A-522 of the UCC, including but not limited
to
the right to: reject the lease and equipment; cancel the lease; revoke
acceptance of the equipment; "cover" by making any purchase or lease
of
equipment in substitution for property due from Lessor, grant a security
interest in the equipment in its possession and control for any reason;
recover damages under such UCC-2A sections for any breach of warranty
and
for seek remedies of specific performance, replevin or the like for
any
equipment.
|
|
(k)
|
The
parties acknowledge that serial numbers for one or more Items may
be
unavailable prior to execution of the applicable Schedule. In the
event a
Schedule fails to indicate a serial number for one or more Items,
Lessee
expressly consents to Lessor's unilateral amendment of the applicable
Schedule to insert accurate serial numbers
therein.
|
The
parties have executed this Master Lease Agreement as of the date written
above.
|
LESSOR:
|
LESSEE:
|
|
|
EQUIPMENT
LEASING SERVICES, L.L.C.
|
CMARK
INTERNATIONAL, INC.
|
|
|
By:
/s/ W. Xxxxx
Xxxxxx
|
By:
/s/ Xxxxxxx X.
Xxxxx
|
|
|
Name:
W. Xxxxx Xxxxxx
|
Name:
Xxxxxxx X. Xxxxx
|
|
|
Title:
|
Title:
President
|
If
there
are no Additional Provisions to this Master Lease Agreement, check here If
there
are Additional Provisions describe here: Appendix A, fair market value purchase
option, not to exceed 25% of lessors cost; Personal Guaranty of Xxxxxxx X.
Xxxxx, Xx. dated July 14, 2006.
11
ATTACHMENT
A
dated
JULY 14, 2006
between
EQUIPMENT LEASING SERVICES, L.L.C. ("LESSOR")
and
CMARK
INTERNATIONAL, INC. ("LESSEE")
To
calculate Stipulated Loss Value, multiply the applicable percentage, below,
by
the value of the applicable Item(s) set forth on the Schedule.
|
RENT
PAYMENT
NUMBER
|
STIP
LOSS
PERCENT
|
RENT
PAYMENT
NUMBER
|
STIPLOSS
PERCENT
|
RENT
PAYMENT
NUMBER
|
|
|
1
|
110.50%
|
21
|
85.31%
|
41
|
60.13%
|
|
2
|
109.24%
|
22
|
84.05%
|
42
|
58.87%
|
|
3
|
107.98%
|
23
|
82.80%
|
43
|
57.61%
|
|
4
|
106.62%
|
24
|
81.54%
|
44
|
56.35%
|
|
5
|
105.46%
|
25
|
80.28%
|
45
|
55.09%
|
|
6
|
104.20%
|
26
|
79.02%
|
46
|
53.83%
|
|
7
|
102.94%
|
27
|
77.76%
|
47
|
52.57%
|
|
8
|
101.68%
|
28
|
76.50%
|
48
|
51.31%
|
|
9
|
100.43%
|
29
|
75.24%
|
49
|
50.05%
|
|
10
|
99.17%
|
30
|
73.98%
|
50
|
48.79%
|
|
11
|
97.91%
|
31
|
72.72%
|
51
|
47.53%
|
|
12
|
96.65%
|
32
|
71.46%
|
52
|
46.28%
|
|
13
|
95.39%
|
33
|
70.20%
|
53
|
45.02%
|
|
14
|
94.13%
|
34
|
68.94%
|
54
|
43.76%
|
|
15
|
92.87%
|
35
|
67.68%
|
55
|
42.50%
|
|
16
|
91.61%
|
36
|
66.42%
|
56
|
41.24%
|
|
17
|
90.35%
|
37
|
65.17%
|
57
|
39.98%
|
|
18
|
89.09%
|
38
|
63.91%
|
58
|
38.72%
|
|
19
|
87.83%
|
39
|
62.65%
|
59
|
37.46%
|
|
20
|
86.57%
|
40
|
61.39%
|
60
|
36.10%
|
|
AND
THEREAFTER
|
|||||
12
APPENDIX
A
ATTACHED
TO AND FORMING PART OF THAT CERTAIN MASTER LEASE AGREEMENT, DATED JULY 14,2006
BETWEEN EQUIPMENT LEASING SERVICES, LLC, AS LESSOR, AND CMARK INTERNATIONAL,
INC., AS LESSEE, TO THE EXTENT SAME CONFLICT WITH THE TERMS OF THE MASTER LEASE
AGREEMENT, THE TERMS HEREOF CONTROL.
|
1.
|
Lessee's
Purchase and Renewal Options.
|
(a) Lessee's
Renewal Option. If at the time the below described renewal
option is exercised and at the commencement of any
applicable Renewal Term (hereinafter defined), (i) no Event of Default shall
have occurred and be continuing under any of the Leases of Items of Equipment
created pursuant to this Master Lease Agreement and the Equipment Schedules
pertaining to each of the Items of Equipment (the "Leases"), and (ii)
the Lease with respect to which renewal is sought shall have been earlier
terminated, Lessee shall be entitled, at its option, upon written notice to
Lessor as hereinafter provided, to renew such Leases with respect to all, but
not less than all, Items of Equipment then subject to such Leases for renewal
terms of twelve (12) months each (the "Renewal Terms"). The first Renewal Term
with respect to each such. Lease will commence at the expiration of the initial
Term of such Lease, and each succeeding Renewal Term will commence at the
expiration of the next preceding Renewal Term. All of the provisions of this
Master Lease Agreement and the individual Leases shall be applicable during
each
Renewal Term with respect to such Leases, except that, during each Renewal
Term,
the renewal monthly rental (Renewal Rent) due under each such Lease shall be
equal to the fair market rental value during the applicable Renewal Term of
the
relevant Items of Equipment, determined in accordance with Section 1(c) hereof,
which Rent shall be payable on the first day of each calendar month, or the
first business day thereafter, during each Renewal Term. If Lessee intends
to
exercise said renewal option, Lessee shall give written notice to Lessor to
such
effect at least 120 days prior to the expiration of the initial Term of the
Lease whose Term first expires hereunder, in the case of the first Renewal
Term,
and at least 90 days prior to the expiration of the then current Renewal Term
of
the Lease whose Renewal Term first expires hereunder in the case of the then
next succeeding Renewal Term. If Lessee fails to give such written notice to
Lessor with respect to any of said Renewal Terms, it shall be conclusively
presumed that Lessee has elected not to exercise said renewal option with
respect to said Renewal Term and Lessee shall be deemed to have no further
right
to renew any of the Leases at the end of the current Term or at any time
thereafter.
(b) Lessee's
Purchase Option. If, at the time the below described purchase option is
exercised and at the commencement of any applicable Renewal Term, (i) no Event
of Default shall have occurred and be continuing under any of the Leases, and
(ii) the Lease of those Items of Equipment whose purchase is sought shall not
have been earlier terminated, Lessee shall be entitled, at its option, upon
written notice to Lessor as hereinafter provided, to purchase all, but not
less
than all, Items of Equipment then subject to such Leases, at the expiration
of
the initial Term of each such Lease, or, as the case may be, at the expiration
of the then Renewal Term of each such Lease, for an
amount, with respect to each of the Items of Equipment, payable in immediately
available funds, equal to the fair market sales value thereof determined in
accordance with Section 1(c) hereof, plus any applicable sales, excise or other
taxes imposed as a result of such sale (other than gross or net income taxes
attributable to such sale). Lessor's sale of each of the Items of Equipment
shall be on an as-is, where-is basis, without any representation or warranty
of
any kind, express or implied, by, or recourse to, Lessor. If Lessee intends
to
exercise said purchase option, Lessee shall give written notice to Lessor to
such effect at least 120 days prior to the expiration of the initial Term of
the
Lease of Items of Equipment to be purchased whose initial Term first expires
hereunder, or, if Lessee has renewed such Leases pursuant to Section 1(a)
hereof, then at least 90 days prior to the expiration of the then current
Renewal Term of the Lease whose Renewal Term first expires hereunder. If Lessee
fails to give such written notice to Lessor as aforesaid, it shall be
conclusively presumed that Lessee has elected not to exercise said purchase
option and Lessee shall be deemed to have no further rights hereunder or under
any of the Leases to purchase any of the Items of Equipment.
[Notwithstanding the provisions contained Section
1(c) hereof, the fair market
value is hereby established at NOT TO EXCEED
25%of lessor's cost.]
13
(c) Determination
of Fair Market Sales Value and Fair Market Rental Value. If Lessee has
elected to exercise its renewal option, as provided in Section 1(a) hereof
for
the first Renewal Term or any subsequent Renewal Term, or has elected to
exercise its purchase option as provided in Section 1(b) hereof, then as soon
as
practicable following Lessor's receipt of the written notice from the Lessee
of
Lessee's intent to exercise such option, Lessor and Lessee shall consult for
the
purpose of determining the fair market rental value or fair market sales value,
as the case may be, of each of the Items of Equipment as of the end of the
initial Term of the Leases with respect thereto, or, if such Leases have been
renewed pursuant to Section 1(a) hereof, then as of the end of the then current
renewal Term(s) thereof, and any such values agreed upon in writing by the
parties shall constitute such fair market rental value or fair market sales
value of each of the Items of Equipment for the purposes of this Section. If
Lessor and Lessee fail to agree upon such values for the Items of Equipment,
or
any part thereof, prior to 30 days before the expiration of the initial Term,
or, if the relevant Leases have been renewed, the then current Renewal Term
of
the Lease whose initial Term first expires hereunder, either party may request
that such values be determined by the Appraisal Procedure described in Section
1(d) below. Lessee agrees to pay the costs and expenses of all appraisers
required in connection with the Appraisal Procedure. For all purposes of this
Section, fair market sales value and fair market rental value shall be
determined on the basis of, and shall be equal in value to, the amount which
would be obtained in an arm's length transaction between an informed and willing
buyer-user or lessee (other than a lessee currently in possession and a
used-equipment or scrap dealer) and an informed and willing seller or lessor
under no compulsion to sell or lease, and in such determination costs of removal
of the Items of Equipment from the location of current use shall not be a
deduction from such value, and it shall be assumed (whether or not the same
be
true) that the Items of Equipment have been maintained in accordance with the
requirements of this Master Lease Agreement and would have been returned to
Lessor at the end of the initial Term or applicable Renewal Term in return
condition in compliance with the requirements of this Master Lease
Agreement.
(d) Appraisal
Procedure. The procedure for determining the fair market sales value or the
fair market rental value, as the case may be, of the Items of the Equipment,
or
any part thereof, in the event that Lessor and Lessee fail to agree upon such
values under the circumstances described in Section 1(c) hereof, shall be as
follows: if either party hereto shall have given written notice to the other
requesting determination of such value for all or any part of the Items of
Equipment by the Appraisal Procedure, the parties shall consult for the purpose
of appointing a qualified independent appraiser by mutual agreement. If no
such
appraiser is so appointed within 5 business days after such notice is given,
each party shall appoint an independent appraiser within 5 business days after
such notice is given, and the two appraisers so appointed shall within 5
business days after such notice is given appoint a third independent
appraiser.
If no such third appraiser is appointed within 5 business days after such notice
is given, either party may apply to any court having jurisdiction or to an
arbitrator selected by mutual consent of the parties to make such appointment,
and both parties shall be bound by any appointment made by such court or
arbitrator. Any appraiser or appraisers appointed pursuant to the foregoing
procedure shall be instructed to determine the fair market sales value and/or
the fair market rental value, as the case may be, of the Items of Equipment,
in
accordance with the provisions of this Section, within 10 days after the
appointment of such appraiser(s). If the parties shall have appointed a single
appraiser, his or her determination of value shall be final. If three appraisers
shall be appointed, the values determined by the three appraisers shall be
averaged, and such average shall constitute the fair market sales value, or
fair
market rental value, as the case may be for such Items of
Equipment.
|
LESSOR:
EQUIPMENT LEASING SERVICES, LLC
|
LESSEE:
CMARK INTERNATIONAL, INC.
|
|
|
BY:
/s/ W. Xxxxx
Xxxxxx
|
BY:
/s/ Xxxxxxx X
Xxxxx
|
|
|
TITLE:
Member
|
TITLE:
President
|
|
|
DATE:
7/26/2006
|
DATE:
7/25/2006
|
14
EXHIBIT
“A”
TO
MASTER LEASE AGREEMENT FOR EQUIPMENT
CERTIFICATION
OF RESOLUTIONS OF THE BOARD
OF
DIRECTORS AND INCUMBENCY CERTIFICATE
AUTHORIZING
THE LEASE OF EQUIPMENT
1. Now,
therefore, it is resolved that the officers of CMARK INTERNATIONAL, INC. (the
"Company") are authorized and directed to enter into and perform certain leases
(the "Leases") of certain equipment (the "Equipment"), which Leases will be
evidenced by and created under the Master Lease Agreement For Equipment, dated
JULY 14,2006, ("Master Lease"), between EQUIPMENT LEASING SERVICES, LLC as
Lessor, and CMARK INTERNATIONAL, INC., as Lessee, and Equipment Schedule No,
1
dated JULY 14, 2006, attached to the Master Lease and any additional equipment
schedules subsequently attached to the Master Lease (collectively, the
"Equipment Schedules"). The lease terms of all Leases, including, without
limitation, Leases of Items of Equipment described on any additional Equipment
Schedules, shall commence on or before JULY 14, 2008.
|
|
2.
|
I, Xxxx
Xxxxxxxxxxxxx, do hereby certify to Equipment Leasing Services,
LLC that I am the duly elected and qualified Secretary of the Lessee
and
that any of the following persons whose name, title, and signature
appears
below are: (1) duly elected, qualified and acting officers of the
Lessee
and held the offices indicated on the date or dates of execution
of the
lease documents and (2) are authorized to execute and deliver on
behalf of
the Company any of the following documents (collectively "Lease
Documents"):
|
|
|
i.
|
the
Master Lease and the Equipment Schedules or any of
them.
|
|
|
ii.
|
the
Certificates of Acceptance to the Equipment Schedules or any of
them.
|
|
|
iii.
|
an
Acknowledgement of Notice of
Assignment.
|
|
|
iv.
|
any
financing statements required by the terms of the Leases or any of
them.
|
|
v.
|
any
other instruments, certificates, notices or other documents required
under
the terms of the Leases or any plan of financing for the acquisition
of
the Equipment.
|
|
Name
|
Title
|
Signature
|
|
Xxxxxxx
X. Xxxxx, Xx.
|
/s/
Xxxxxxx X. Xxxxx, Xx.
|
3. All
acts of officers of the Company authorized in the foregoing resolutions but
performed by such officers prior to adoption of these resolutions are hereby
ratified and affirmed.
4. And
it is further resolved that, in order to permit the said Lessor and its
assigns to rely on the foregoing resolutions, such resolutions shall not be
modified or withdrawn without fifteen (15) days prior written notice to said
Lessor and its assigns.
The
undersigned being the duly qualified and acting Secretary of CMARK
INTERNATIONAL, INC., hereby certifies that the above is a true copy of
resolutions adopted by the Board of Directors at its meeting on 7-26-06.
The resolutions are in conformity with the Articles of Incorporation
and
Bylaws of the Company, have never been modified or repealed, and are now in
full
force and effect.
Date:
7-26-06
By: /s/
Xxxxxxx X. Xxxxx, Xx.
/s/
Xxxx Xxxxxxxxxxxxx
Secretary
00
XXXXXXXX
X
THIS
PLEDGE OF ADDITIONAL COLLATERAL is attached to and made a part of that certain
Master Lease Agreement For Equipment (the "Lease") dated July 14, 2006, by
and
between EQUIPMENT LEASING SERVICES, LLC, LLC as Lessor and CMARK INTERNATIONAL,
INC., as Lessee.
Pledge
of Collateral
Lessee
hereby grants, pledges and conveys to Lessor, and/or its assigns, as additional
collateral to the Lease a security interest in and lien on all of Lessee's
rights, title and interest in the property described in Exhibit A
attached hereto and made a part hereof, which property is now owned by
Lessee.
Grant
of Security Interest
As
security therefor, Lessee hereby gives the Lessor, and/or its assigns, a
security interest in and lien on all of the Lessee's rights, title and interest
in the property described in Exhibit "A" attached hereto and made a part hereof,
which property is now owned by Lessee (hereinafter called the
"Collateral").
Representations
and Warranties of the Lessee
Lessee
hereby represents and warrants that:
|
(i)
|
this
Pledge of Additional Collateral has been duly authorized, executed
and
delivered by the Lessee and constitutes a legal, valid and binding
agreement and obligation of the Lessee enforceable according to its
terms,
|
|
(ii)
|
neither
the execution and delivery of this Pledge of Additional Collateral
or the
Lease nor the consummation of the transactions herein contemplated
nor the
fulfillment of, nor compliance with, the terms and provisions hereof
will
conflict with,
or result in a breach of, any of the terms, conditions or provisions
of
the Articles of Incorporation or the bylaws of the Lessee or of any
bond,
debenture, note, mortgage, indenture, agreement or other instrument
to
which the Lessee is a party or by which it or its property may be
bound,
or constitute (with the giving of notice or the passage of time or
both) a
default thereunder, or result in the creation or imposition of any
lien,
charge, security interest or other encumbrance of any nature whatsoever
upon the Collateral pursuant to the terms of any such agreement or
instrument,
|
|
(iii)
|
the
Lessee has good title, as conveyed to it, to the Collateral free
and clear
of all security interests, liens and encumbrances, except for the
respective interests of the Lessor,
|
|
(iv)
|
no
other assignment or security interest has been or will be granted
with
respect to the Collateral.
|
Covenants
of Lessee
The
Lessee agrees:
|
|
(i)
|
that
all right, title and interest of the Lessee in and to the Collateral
and
shall be subject and subordinate to all of the right, title and interest
of the Lessor therein,
|
|
|
(ii)
|
not
to take any material action with respect to its right, title and
interest
in and to the Collateral without the prior written consent of the
Lessor,
|
16
|
(iii)
|
to
execute and deliver any and all papers or documents which Lessor
may
reasonably request from time to time in order to carry out the purposes
hereof,
|
|
(iv)
|
to
keep the collateral free and clear of, or discharge within 45 days
of the
creation of, all mortgages, pledges, liens, charges, security interests
and all there encumbrances whatsoever, except those created by this
Pledge
of Additional Collateral,
|
|
|
(v)
|
not
to sell, assign, transfer, mortgage or in any way encumber the Collateral,
nor secrete, abandon or remove or attempt to remove the Collateral
from
the location stated in the Lease or by subsequent notification without
the
prior written consent of Lessor,
|
|
|
(vi)
|
to
allow Lessor and its representatives free access and right of inspection
of the Collateral at all reasonable times, and in the event of loss
or
damage to the Collateral, to send written notice thereof to the
Lessor.
|
Events
of Default/Remedies
If
an
Event of Default as defined in the Lease shall have occurred and be continuing,
Lessee hereby authorizes and empowers Lessor (i) to enter upon the premises,
or
such other place as the Collateral may be found and take possession of and
carry
away the Collateral as permitted by applicable law, at any time or times,
dispose of same and apply the proceeds thereof to the balance hereof or any
other obligations arising hereunder, all to the extent permitted by and in
accordance with law and the terms and conditions of the Lease.
In
the
event Lessee elects to return the leased Equipment at the expiration of the
Lease, Lessee agrees to sell the equipment included in this Pledge of Additional
Collateral agreement to Lessor for $1. Lessee then further agrees to return
the
Equipment included herein to Lessor along with all of the leased
Equipment.
| LESSEE:
CMARK INTERNATIONAL, INC.
BY:
/s/ Xxxxxxx X. Xxxxx, Xx. Name:
Xxxxxxx X. Xxxxx, Xx.
Title:
President
|
17
EXHIBIT
A
to
APPENDIX
B
MANUFACTURER:
|
Quantity
|
Type/Model
|
Description
|
Serial
Number
|
18
ATTACHMENT
A TO PLEDGE OF ADDITIONAL COLLATERAL DATED JULY 14, 2006 BETWEEN CMA
INTERNATIONAL, INC AS
LESSEE
AND EQUIPMENT LEASING SERVICES, LLC AS LESSOR
|
QTY
|
ITEM
|
DESCRIPTION
|
CALCULATION
OF STIPULATED
LOSS
VALUE
|
|
|
1
|
PO
3584 DATE 9/6/05 PO 3584A DATE 1/6/06
|
84,015.00
|
||
|
1
|
CONSTRUCT
MOBILE KITCHEN
|
1,425.00
|
||
|
CUSTOMER
VINYL LETTERING
|
||||
|
1
|
TO5J03035
|
ELECTOLUX
COMPRESSOR FOR BLAST CHILLER RELOC FROM XXXX SITE
|
||
|
1
|
ELECTROLUX
BLAST CHILLER RELOC FROM GULFPORT SITE
|
10,281.00
|
||
|
1
|
582565
|
ELECTROLUX
KETTLE RELOC FROM GULFPORT SITE
|
23,230.00
|
|
|
1
|
583290
|
ELECTROLUX
TILT SKILLET RELOC FROM XXXX SITE
|
21,150.00
|
|
|
1
|
FREEZER
SERIAL #1-4145808
|
2,099.00
|
||
|
1
|
MODEL
SHZ47
|
EXHAUST
VENT
|
945.00
|
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION SER1AL#527000010
|
1,415.00
|
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION SER #527000010
|
1,415.00
|
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE SER# 52800028
|
900.00
|
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE SER# 52800021
|
900.00
|
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE SER# 52800023
|
900.00
|
|
|
1
|
9PDD-260167-01
|
COMBI
OVEN W/RACK SER# 5070000-3
|
12,180.00
|
|
|
1
|
9PM-260167-01
|
COMBI
OVEN 1N/RACK SER# 5070000-4
|
12,180.00
|
|
|
1
|
9VTX-726377-01
|
ROLLIN
REFRIG W/RACK SER# 4480000-1
|
||
|
|
ADVANCE
TABLCO 3 WELL STAINLESS STL SINK W/ACCES
|
0.00
|
||
|
1
|
6'
X 00" XXXXXXXXX XXX XXX W/BACKSPLASH & LOWER SHELF
|
400.00
|
||
|
*
|
SUBTOTAL
CMARK MOBILE KITCHEN
|
173,435.00
|
||
|
VEHICLES
|
||||
|
1
|
KEYSTONE
LAREDO SER#0XXX000000X000000
|
|||
|
CAMPER
SAGE COLORED PURCHASED PAW PAWS CAMPER CITY 9/7/05
|
||||
|
1
|
M05-254
|
LOCATED
MOBILE AL
|
29,235.00
|
|
|
1
|
R05-84
|
5TH
WHEEL CAMPER SER# 0X0XX000000000000
|
31,835.00
|
|
|
*
|
SUBTOTAL
CMARK VEHICLES
|
61,070.00
|
||
|
Total
|
$
|
234,505.00
|
||
19
SCHEDULE
NO. 1
dated
JULY 14,2006
incorporated
by reference
Master
Agreement dated JULY 14,2006
between
EQUIPMENT LEASING SERVICES, LLC, as Lessor,
and
CMARK INTERNATIONAL, INC., as Lessee
LESSEE
AGREES TO LEASE THE DESCRIBED EQUIPMENT FROM LESSOR, AND LESSOR BY ACCEPTANCE
OF
THIS LEASE, AGREES TO LEASE THE EQUIPMENT TO LESSEE ON THE TERMS AND CONDITIONS
SET FORTH IN THIS SCHEDULE AND THE MASTER AGREEMENT, WHICH IS INCORPORATED
HEREIN BY REFERENCE.
|
|
1.
|
Equipment
Description:
|
|
QUANTITY
|
MANUFACTURER
|
FEATURE
|
DESCRIPTION
|
VALUE
FOR
CALCULATION
OF
STIPULATED
LOSS
VALUE
|
| Various |
$500,000.00
|
|||
SEE
ATTACHED A TO SCHEDULE NO. 1 DATED JULY 14, 2006 FOR COMPLETE EQUIPMENT
DESCRIPTION.
|
2.
|
Base
Monthly Rental:
|
$16,074.97
|
|
3.
|
Equipment
Location:
|
0000
XXX XXXXX XXXX XXXXX 0, XXXXXXXX, XX 00000
|
|
4.
|
Equipment
Return Location:
|
To
Be Advise
|
|
5.
|
Expected
Delivery Date:
|
JULY
15, 2006
|
|
6.
|
Base
Term:
|
36
months
|
|
7.
|
Riders:
If there are no Riders, please check here __. If there are Riders,
attach
and describe here:
Personal
Guaranty of Xxxxxxx X. Xxxxx, Xx. dated July 14, 2006; Appendix
A, fair
market value purchase option not to exceed 25% of lessors
cost.
|
|
|
8.
|
Special
Terms:
|
N/A
|
|
9.
|
Lessee
Address for notices
|
(if different than Master Agreement): |
20
Notwithstanding
anything herein or in the Master Agreement to the contrary, Lessee acknowledges
and agrees, that Lessor shall be entitled to claim for federal income tax
purposes, without limitations, all benefits, credit and deductions related
to
the Equipment.
The
understanding Lessee acknowledges that this Schedule authorizes the Lessor
or
its agents or assignee(s) to sign and execute on its behalf any and
all necessary documents to make public this lease transaction. The parties
intend this transaction to be a true lease, but if any court or tribunal,
having
power to bind the parties, should conclude that all or part of this Schedule
is
not a true lease but is in the nature of a sale, consignment, or other
transaction, the parties intend and the Lessee hereby grants a continuing
security interest in the Equipment from the date of this Schedule to secure
the
payment of all Lessee's indebtedness to Lessor. In the event serial numbers
for
Items are unavailable upon execution hereof, Lessee authorizes Lessor to
amend
this Schedule by inserting correct serial numbers with respect to those
Items.
THIS
SCHEDULE TOGETHER WITH THE LEASE DOCUMENTS AND ANY ADDITIONAL DOCUMENT(S)
REFERRED TO IN ITEM 7 CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE LESSOR
AND
LESSEE AS TO THE LEASE AND THE EQUIPMENT. LESSEE ACKNOWLEDGES THAT ON OR
BEFORE
LESSEE’S SIGNING OF THIS SCHEDULE IT RECEIVED A COPY OF THE CONTRACT EVIDENCING
LESSOR’S ACQUISITION OF THE EQUIPMENT.
| LESSOR: | LESSEE: | |
| EQUIPMENT LEASING SERVICES, LLC. | CMARK INTERNATIONAL, INC. | |
| By: /s/ W Xxxxx Xxxxxx | By: /s/ Xxxxxxx X Xxxxx, Xx. | |
| Name: W Xxxxx Xxxxxx | Name: Xxxxxxx X Xxxxx, Xx. | |
| Title: Member | Title: President |
21
ATTACHED
A TO SCHEDULE NO.1 DATED JULY 14, 2006 BETWEEN CMARK INTERNATIONAL, INC.
AS
LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS LESSOR
|
QTY
|
ITEM
|
DESCRIPTION
|
VALUE
FOR
CALCULATION
OR
STIPULATED
LOSS
VALUE
|
|
PO
3502 ELECTR1 LUX
|
|||
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
12,180.00
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
12,180.00
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
12,180.00
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
12,180.00
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
12,180.00
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
12,180.00
|
|
1
|
COMPRESSOR
(FOR BLAST CHILLER)
|
4,750.00
|
|
|
1
|
COMPRESSOR
(FOR BLAST CHILLER)
|
4,750.00
|
|
|
1
|
260300
|
BLAST
CHILLER
|
10,280.75
|
|
1
|
260300
|
BLAST
CHILLER
|
10,280.75
|
|
1
|
726372
|
DBL
DOOR SMART FREEZER
|
4,477.50
|
|
1
|
726372
|
DBL
DOOR SMART FREEZER
|
4,477.50
|
|
1
|
726372
|
DBL
DOOR SMART FREEZER
|
4,477.50
|
|
1
|
726364
|
SGL
DOOR SMART FREEZER
|
3,015.00
|
|
1
|
726364
|
SGL
DOOR SMART FREEZER
|
3,015.00
|
|
1
|
726364
|
SGL
DOOR SMART FREEZER
|
3,015.00
|
|
1
|
726364
|
SGL
DOOR SMART FREEZER
|
3,015.00
|
|
1
|
726364
|
SGL
DOOR SMART FREEZER
|
3,015.00
|
|
1
|
726364
|
SGL
DOOR SMART FREEZER
|
3,015.00
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
2,610.00
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
2,610.00
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
2,610.00
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
2,610.00
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
2,610.00
|
|
1
|
726356
|
SGL
I OOR SMART REFER
|
2,610.00
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
3,825.00
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
3,825.00
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
3,825.00
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
3,825.00
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
3,825.00
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
1,415.00
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
1,415.00
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
1,415.00
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
1,415.00
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
1,415.00
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
1,415.00
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
1,415.00
|
|
1
|
601601
|
FRONT
TO BACK GRI I DLE
|
900.00
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
900.00
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
900.00
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
900.00
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
900.00
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
900.00
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
900.00
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
900.00
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
900.00
|
|
1
|
582559
|
ELEC
TILTING KETTLE W/MOTOR
|
14,000.00
|
|
1
|
582565
|
ELEC
TILTING KETTLE 40 GAL
|
12,000.00
|
|
60
|
6019115
|
FRYING
BASKETS 12X20
|
3,900.00
|
|
PO
3502B ELECTROLUX 9/11/05
|
|||
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
1,756.00
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
1,756.00
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
1,756.00
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
1,756.00
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
1,756.00
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
1,756.00
|
|
1
|
504199
|
HOOD
TYPE D/W;60 RACK 208/3/60
|
4,420.09
|
|
1
|
504199
|
HOOD
TYPE D/W;60 RACK 208/3/60
|
4,42X00
|
1
OF 4
22
ATTACHED
A TO SCHEDULE NO.1 DATED JULY 14, 2006 BETWEEN CMARK INTERNATIONAL, INC.
AS
LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS LESSOR
|
QTY
|
ITEM
|
DESCRIPTION
|
VALUE
FOR
CALCULATION
OR
STIPULATED
LOSS
VALUE
|
|
PO
3502J SINTPLAST 9/14/05
|
|||
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
500.00
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET VV/WHEELS
|
500.00
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
500.00
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
500.00
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
500.00
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
500.00
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
500.00
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
500.00
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
500.00
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
500.00
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
500.00
|
|
|
|
XX
0000X
XX ROWN 9/15/05
|
||
|
1
|
WALK-IN
COOLER W/FLOOR
|
4,485.91
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
4,485.91
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
4,485.91
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
4,485.91
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
4,485.91
|
|
|
1
|
WALK-IN
CONDENSER
|
1,460.62
|
|
|
1
|
WALK-IN
CONDENSER
|
1,460.62
|
|
|
1
|
WALK-IN
CONDENSER
|
1,460.62
|
|
|
1
|
WALK-IN
CONDENSER
|
1,460.62
|
|
|
1
|
WALK-IN
CONDENSER
|
2,132.81
|
|
|
1
|
WALK-IN
CONDENSER
|
2,132.81
|
|
|
1
|
WALK-IN
CONDENSER
|
2,132.81
|
|
|
1
|
WALK-IN
FREEZER W/FLOOR
|
4,485.91
|
|
|
1
|
WALK-IN
FREEZER W/FLOOR
|
4,485.91
|
|
|
P0
3502K FOOD SVC SUPPLY 9/14/05
|
|||
|
72
|
3CANS1430EPS
|
14X30
SHELVING
|
1,152.00
|
|
P03502S
FOOD SVC SUPPLY 9/15/05
|
|||
|
62
|
SSNP74EG
|
74"
POSTS
|
620.00
|
|
PO
3502G SINPLAST 9/14/05
|
|||
|
UNINSULATED
HOLDING CABINETS
|
1,580.00
|
||
|
UNINSULATED
HOLDING CABINETS
|
1,580.00
|
||
|
UNINSULATED
HOLDING CABINETS
|
1,580.00
|
||
|
UNINSULATED
HOLDING CABINETS
|
1,580.00
|
||
|
UNINSULATED
HOLDING CABINETS
|
1,580.00
|
||
|
UNINSULATED
HOLDING CABINETS
|
1,580.00
|
||
|
PO
3502S FOOD SVD SUPPLIES 9/14/05
|
|||
|
3
|
2
SHELF CART 16X30 X 32" GREY
|
294.00
|
|
|
3
|
2
SHELF CART 24"X36"X32" GREY
|
288.00
|
|
|
101
|
SHELF
EPDXY VAR SIZES
|
3,838.00
|
|
|
PO
3502T METAL EQUIP FAB 9/8 AND 9/13/05
|
|||
|
3
|
3
COMPARTMENT SINK W /
DRAIN BOARDS
|
3,450.00
|
|
|
1
|
3
COMPARTMENT SINK W /
DRAIN BOARDS
|
530.00
|
|
|
2
|
DRAINBOARD
24" X 21" FOR 21" FRONT-TO-BACK SINK
|
200.00
|
|
|
1
|
TABLE
S/S 96X30
|
750.00
|
|
|
PO
3482 OFFICE MAX
|
|||
|
2700
|
STEEL
FOLDING CHAIR - UNPADDED
|
26,993.25
|
|
|
240
|
PLASTIC
FOLDING TABLE - GREY - 8'
|
21,597.60
|
|
|
213
|
PLASTIC
FOLDING XX XX - XXXX - 6'
|
12,777.87
|
|
|
PO
3482A ELECTROLUX 9/15/05
|
|||
|
1
|
726300
|
AIR-
- LAST CHILLER 208/3/60
|
10,281.00
|
|
1
|
CDT0601
L6C
|
CLIMATE
CONTROL REMOTE SYSTEM
|
4,934.00
|
|
1
|
583290
|
BRA
ISING PAN, ELECTRIC, TILTING - 26 GAL
|
11,000.00
|
|
TOTAL
HANDLING EQUIP 11/3/05
|
|||
|
1
|
PALLET
XXXX
|
400.00
|
|
|
MOBILE
FIX EQUIP
|
|||
|
2
|
FOOD
WARMER 11 QUARTS, ROUND
|
344.46
|
2
OF 4
23
ATTACHED
A TO SCHEDULE NO.1 DATED JULY 14, 2006 BETWEEN CMARK INTERNATIONAL, INC.
AS
LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS LESSOR
|
QTY
|
ITEM
|
DESCRIPTION
|
VALUE
FOR
CALCULATION
OR
STIPULATED
LOSS
VALUE
|
|
2
|
SLOTTED
INSERT COVER
|
22.00
|
|
|
2
|
INSET
PAN 11 QUARTS STAINLESS STL
|
46.00
|
|
|
1
|
SLICER
12" GRAVITY FEED TOP MOUNT SHARPENER
|
1,350.00
|
|
|
|
INV14887322
9/23/05
|
||
|
1
|
TENT
FOR FEEDING
|
00.000.00
|
|
|
|
MOBILE
FIXTURES 9/9/05
|
||
|
16
|
SHELVES
- 24" X 60"
|
1,164.80
|
|
|
16
|
CHROME
POSTS 74"
|
201.60
|
|
|
13
|
S/S
PADDLES & SPOONS
|
205.31
|
|
|
1
|
S/S
WORK TABLE 30" X 72" W/BACKSPLASH & LINDERSHELF
|
396.00
|
|
|
3
|
DRAIN
LEVER/TWIST HANDLE
|
115.56
|
|
|
4
|
ELEC
HOLDING CABINETS 12" X 20" X 26" W/PANS
|
2,958.60
|
|
|
23
|
8'
X 30" S/s Work Table w/Backsplash and Undershelf
|
9,108.00
|
|
|
1
|
6'
X 30" S/s Work Table w/ Backsplash and Undershelf
|
396.00
|
|
|
4
|
8'
X 30" S/s Work Table w/Backsplash and Undershelf
|
1,584.00
|
|
|
400
|
Serving
Trays
|
784.00
|
|
|
FOOD
SERV SUPPLY 9/15/05
|
|||
|
240
|
SERVING
TRAYS - RED
|
400.00
|
|
|
240
|
SERVING
TRAYS - BLUE
|
240.00
|
|
|
24
|
SERVING
TRAYS - TEAL
|
40.00
|
|
|
MISC
KITCHEN UTENSILS OFFICE MAX
|
8,758.00
|
||
|
OFFICE
MAX
|
|||
|
136
|
Steel
Folding Chairs; unpadded, charcoal
|
5,438.64
|
|
|
40
|
Steel
Folding Chairs; padded seats and backs, charcoal
|
1,599.60
|
|
|
MOBILE
FIXTURES 9/8/05
|
|||
|
1
|
True
Model TS 23F
|
2,099.00
|
|
|
1
|
True
Model TS 49F
|
2,999.00
|
|
|
1
|
True
Model TS-23
|
1,669.00
|
|
|
1
|
True
MODEL TS-23 "
|
1,669.00
|
|
|
2
|
Titan
8000 Generator
|
1,399.00
|
|
|
|
|||
|
2
|
Advance
TABCO Stainless Steel Detachable Drainboard 21" X 24" Part Number
N-5-24
|
200.00
|
|
|
1
|
5'
X 30" Stainless Steel Table w/lower shelf w/o Back Splash
|
230.00
|
|
|
1
|
Xxxxx
Model CGH-25
|
400.00
|
|
|
4
|
30
" X 60 " WORK TABLES
|
880.00
|
|
|
1
|
1
LEFT DISH TABLE
|
474.00
|
|
|
1
|
1
RIGHT DISH TABLE
|
474.87
|
|
|
1
|
1
FIVE-WELL HOT SERVICE
|
1,895.00
|
|
|
48
|
SHEET
PANS 1/2"
|
288.00
|
|
|
1
|
GB18
|
FOOD
CONTAINER
|
389.00
|
|
1
|
GB3
|
FOOD
CONTAINER
|
260.00
|
|
1
|
GB7
|
FOOD
CONTAINER
|
207.00
|
|
16
|
|
GB3-
3 GAL BEVERAGE CONTAINER - BLUE
|
4,160.00
|
|
16
|
GB3-
3 GAL BEVERAGE CONTAINER - GREEN
|
4,160.00
|
|
|
9
|
GB18
(3) & GB7L (6)
|
3,501.00
|
|
|
|
|||
|
4
|
(35
GAL ICE CHEST)
|
GB35
3240451
|
1,180.00
|
|
14
|
(USED
FOR JUICE)
|
GB-5
Green
|
2,730.00
|
|
21
|
(6
& 9 GAL 21
CONTAINERS)
|
GB-6
(3) & GB-9 (18)
|
3,045.00
|
|
2
|
XXX
000000
|
Coffee
Urn
|
500.00
|
|
1
|
TQ-400
|
Toaster
|
898.00
|
|
2
|
Manual
Can Opener
|
190.00
|
|
|
3
|
BBQ
Half Grill / Half Griddle
|
48.00
|
|
|
50
DOZ
|
Dinner
Forks
|
259.00
|
|
|
1
|
Battery
Operated Thermometer
|
180.00
|
|
|
3
|
Electric
Knives
|
29.19
|
|
|
1
|
Battery
Operated Can Opener
|
17.87
|
|
|
2
|
Colanders
|
152.26
|
3
OF 4
24
ATTACHED
A TO SCHEDULE NO.1 DATED JULY 14, 2006 BETWEEN CMARK INTERNATIONAL, INC.
AS
LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS LESSOR
|
QTY
|
ITEM
|
DESCRIPTION
|
VALUE
FOR
CALCULATION
OR
STIPULATED
LOSS
VALUE
|
|
3
|
7
QT Saucepans
|
91.44
|
|
|
*
|
TOTAL
CMARK EQUIP INVENTORY
|
489,262.99
|
|
|
GULF
CITY BODY AND TRAILER WORKS, INC.
|
|||
|
1
|
48X102
TRANSCRAFT FLATBED TRAILER, BLACK IN COLOR,W SLIDING SUSPENSION,
LED
LIGHTS, 296/75R 22.5 TIRES
|
18,502.70
|
|
|
FED
EXCISE TAX
|
1,984.62
|
||
|
DELIVERY
|
308.00
|
||
|
TOTAL
GULF CITY BODY AND TRAILER WORKS
|
20,796.32
|
||
|
TOTAL
CMARK EQUIP INVENTORY
|
479,262.99
|
||
|
TOTAL
GULF CITY BODY AND TRAILER WORKS
|
20,795.32
|
||
|
TOTAL
CMARK SCHEDULE 1
|
500,058.31
|
4
OF 4
25
INSTALLATION
CERTIFICATE
FOR
SCHEDULE NO. 1
dated
JULY 14,2006
incorporating
by reference
Master
Agreements dated JULY 14,2006
between
EQUIPMENT LEASING SERVICES, LLC, as Lessor,
and
CMARK
INTERNATIONAL, INC., as Lessee
Lessee
hereby certifies (i) that the Items of Equipment described below have been
delivered to the specified Equipment Location, and inspected by Lessee and
have
been found to be in good order as of the Installation Date, and (ii) at the
quantity, description, and serial numbers as indicated below are true and
correct.
|
QUANTITY
|
MANUFACTURER
Various
|
MODEL/FEATURE
|
DESCRIPTION
|
SERIAL
NUMBER
|
(As
more
fully described on Attachment A attached hereto and made a part
hereof)
|
Installation
Date:
|
July
15, 2006
|
|
Equipment
Location:
|
0000
XXX XXXXX XXXX XXXXX 0, XXXXXXXX, XX
00000
|
Lessee
hereby represents and warrants to Lessor that on the Installation
Date:
|
(1)
|
the
representation and warranties of Lessee contained in the Master
Agreement
and the Schedule are true and correct in all material respects
as though
made as of the Installation Date.
|
|
(2)
|
No
Event of Default as defined in the Master Agreement has occurred
and is
continuing as of the Installation
Date.
|
|
(3)
|
The
are in full force and effect such insurance policies with
respect to the Equipment as are required pursuant to the Master
Agreement.
|
|
(4)
|
Lessee’s
agreement to pay all
obligations under Lease, including but not limited to Base Monthly
Rental,
is absolute and unconditional and shall not be subject to any abatement,
deferment, reduction, setoff, defense,
counterclaim or
recoupment for any reason
whatsoever
|
|
|
LESSEE:
CMARK INTERNATIONAL, INC.
|
|
|
By:
/s/ Xxxxxxx X Xxxxx,
Xx.
|
|
|
Name:
Xxxxxxx X Xxxxx, Xx.
|
|
|
Title:
President
|
26
ATTACHMENT
A TO INSTALLATION CERTIFICATE FOR SCHEDULE NO. 1 DATED JULY 14, 2006 BETWEEN
CMARK
INTERNATIONAL, INC AS LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS
LESSOR
|
QTY
|
ITEM
|
DESCRIPTION
|
|
PO
3502 ELECTROLUX
|
||
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
COMPRESSOR
(FOR BLAST CHILLER)
|
|
|
1
|
COMPRESSOR
(FOR BLAST XXXXXXX)
|
|
|
0
|
000000
|
BLAST
CHILLER
|
|
1
|
260300
|
BLAST
CHILLER
|
|
1
|
260300
|
DBL
DOOR SMART FREEZER
|
|
1
|
260300
|
DBL
DOOR SMART FREEZER
|
|
1
|
726372
|
DBL
DOOR SMART FREEZER
|
|
1
|
726372
|
DBL
DOOR SMART FREEZER
|
|
1
|
726372
|
DBL
DOOR SMART FREEZER
|
|
1
|
726364
|
DBL
DOOR SMART FREEZER
|
|
1
|
726364
|
DBL
DOOR SMART FREEZER
|
|
1
|
726364
|
DBL
DOOR SMART FREEZER
|
|
1
|
726364
|
DBL
DOOR SMART FREEZER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
582559
|
ELEC
TILTING KETTLE W/MOTOR
|
|
1
|
582565
|
ELEC
TILTING KETTLE 40 GAL
|
|
60
|
6019115
|
FRYING
BASKETS 12X20
|
|
|
|
PO
3502B ELECTROLUX 9/11/05
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
504199
|
HOOD
TYPE DNV;60 RACK 208/3/60
|
|
1
|
504199
|
HOOD
TYPE XXX;60 RACK 208/3/60
|
|
|
PO
3502J SINTPLAST 9/14/05
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
1
OF 3
27
ATTACHMENT
A TO INSTALLATION CERTIFICATE FOR SCHEDULE NO. 1 DATED JULY 14, 2006 BETWEEN
CMARK
INTERNATIONAL, INC AS LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS
LESSOR
|
QTY
|
ITEM
|
DESCRIPTION
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
|
XX
0000X XX XXXXX 9/15/05
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
FREEZER W/FLOOR
|
|
|
1
|
WALK-IN
FREEZER W/FLOOR
|
|
|
72
|
72
3CANS1430EPS
|
14X30
SHELVING
|
|
|
P03502S
FOOD SVC SUPPLY 9/15/05
|
|
|
62
|
62
SSNP74EG
|
74"
POSTS
|
|
|
|
PO
3502G SINPLAST 9/14/05
|
|
|
UNINSULATED
HOLDING CABINETS
|
|
|
|
UNINSULATED
HOLDING CABINETS
|
|
|
|
UNINSULATED
HOLDING CABINETS
|
|
|
UNINSULATED
HOLDING CABINETS
|
||
|
UNINSULATED
HOLDING CABINETS
|
||
|
UNINSULATED
HOLDING CABINETS
|
||
|
PO
35025 FOOD SVD SUPPLIES 9/14/05
|
||
|
3
|
2
SHELF CART 16X30 X 32" GREY
|
|
|
3
|
2
SHELF CART 24"X36"X32" GREY
|
|
|
101
|
SHELF
EPDXY VAR SIZES
|
|
| PO 3502T ETAL EQUIP FAB 918 AND 9113105 | ||
| 3 COMPARTMENT SINK W / DRAIN BOARDS | ||
|
3
|
3
COMPARTMENT SINK W / DRAIN BOARDS
|
|
|
1
|
DRAINBOARD
24" X 21" FOR 21" FRONT-TO-BACK SINK
|
|
|
2
|
TABLE
S/S 96X30
|
|
| PO 3482 OFFICE MAX | ||
|
1
|
STEEL
FOLDING CHAIR - UNPADDED
|
|
|
2700
|
PLASTIC
FOLDING TABLE - GREY - 8'
|
|
|
240
|
PLASTIC
FOLDING TABLE - GREY - 6'
|
|
|
213
|
PO
3482A ELECTROLUX 9115105
|
|
|
726300
|
AIR-O-BLASTCHILLER
208/3/60
|
|
|
CDT0601L6C
|
CLIMATE
CONTROL REMOTE SYSTEM
|
|
|
1
|
583290
|
BRA
ISING PAN, ELECTRIC, TILTING - 26 GAL
|
|
|
TOTAL
HANDLING EQUIP 11-3-05
|
|
|
1
|
PALLET
XXXX
|
|
|
|
MOBILE
FIX EQUIP
|
|
|
2
|
FOOD
WARMER 11 QUARTS, ROUND
|
|
|
2
|
SLOTTED
INSERT COVER
|
|
|
2
|
INSERT
PAN 11 QUARTS STAINLESS STL
|
|
|
1
|
SLICER
12” GRAVITY FEED TOP MOUNT SHARPENER
|
|
|
INV14887322
9/23/05
|
||
|
1
|
TENT
FOR FEEDING
|
|
|
MOBILE
FIXTURES 09/09/05
|
2
OF 3
28
ATTACHMENT
A TO INSTALLATION CERTIFICATE FOR SCHEDULE NO. 1 DATED JULY 14, 2006 BETWEEN
CMARK
INTERNATIONAL, INC AS LESSEE AND EQUIPMENT LEASING SERVICES, LLC AS
LESSOR
|
QTY
|
ITEM
|
DESCRIPTION
|
|
16
|
SHELVES
- 24" X 60"
|
|
|
16
|
CHROME
POSTS 74"
|
|
|
13
|
S/S
PADDLES & SPOONS
|
|
|
1
|
S/S
WORK TABLE 30" X 72" W/BACKSPLASH & UNDERSHELF
|
|
|
3
|
DRAIN
LEVER/TWIST HANDLE
|
|
|
2
|
ELEC
HOLDING CA INETS 12" X 20" X 26" W/PANS
|
|
|
23
|
8'
X 30" S/s Work Table w/Backsplash and Undershelf
|
|
|
1
|
6'
X 30" S/s Work Table w/ Backsplash and Undershelf
|
|
|
4
|
8'
X 30" S/s Work Table w/Backsplash and Undershelf
|
|
|
400
|
Serving
Trays
|
|
|
|
FOOD
SERV SUPPLY 9/15/05
|
|
|
240
|
SERVING
TRAYS - RED
|
|
|
240
|
SERVING
TRAYS - BLUE
|
|
|
24
|
SERVING
T YS - TEAL
|
|
|
|
MISC
KITCHEN UTENSILS
|
|
|
|
OFFICE
MAX
|
|
|
136
|
Steel
Folding Chairs; unpadded, charcoal
|
|
|
40
|
Steel
Folding Chairs; padded seats and backs, charcoal
|
|
|
|
MOBILE
FIXTURES 918/05
|
|
|
1
|
True
Model TS 23F
|
|
|
1
|
True
Model TS 49F
|
|
|
1
|
True
Model TS-23
|
|
|
1
|
True
Model TS-23
|
|
|
1
|
Titan
8000 Generator
|
|
|
2
|
Advance
TABCO Stainless Steel Detachable Drainboard 21" X 24" Part Number
N-5-24
|
|
|
1
|
5'
X 30" Stainless Steel Table w/lower shelf w/o Back
Splash
|
|
|
1
|
Xxxxx
Model CGH-25
|
|
|
4
|
30
" X 60 " WORKTABLES
|
|
|
1
|
1
LEFT DISHTABLE
|
|
|
1
|
1
RIGHT DISHTABLE
|
|
|
1
|
1
FIVE-WELL HOT SERVICE
|
|
|
48
|
SHEET
PANS 1/2"
|
|
|
1
|
GB18
|
FOOD
CONTAINER
|
|
1
|
GB3
|
FOOD
CONTAINER
|
|
1
|
GB7
|
FOOD
CONTAINER
|
|
16
|
GB3-
3 GAL BEVERAGE CONTAINER - BLUE
|
|
|
16
|
GB3-
3 GAL BEVERAGE CONTAINER - GREEN
|
|
|
9
|
(35
GAL ICE CHEST)
|
GB18
(3) & GB7L (6)
|
|
14
|
(USED
FOR JUICE)
|
GB-5
Green
|
|
21
|
(6
& 9 GAL CONTAINERS)
|
GB-6
(3) & GB-9 (18)
|
|
2
|
XXX
000000
|
Coffee
Urn
|
|
1
|
TQ-400
|
Toaster
|
|
2
|
Manual
Can Opener
|
|
|
3
|
BBQ
Half Grill / Half Griddle
|
|
|
50
DOZ
|
Dinner
Forks
|
|
|
1
|
Battery
Operated Thermometer
|
|
|
3
|
Electric
Knives
|
|
|
1
|
Battery
Operated Can Opener
|
|
|
2
|
Colanders
|
|
|
3
|
7
QT Saucepans
|
|
|
|
GULF
CITY BODY AND TRAILER WORKS, INC.
|
|
|
48X102
TRANSCRAFT FLATTED T XXXX, BLACK IN COLOR,W SLIDING SUSPENSION,
LED
LIGHTS, 296/75R 22.5 TIRES
|
||
|
FED
EXCISE TAX
|
||
|
DELIVERY
|
||
3
OF 3
29
ACKNOWLEDGEMENT
OF ASSIGNMENT
Re:
Master Lease Agreement For Equipment (the "Agreement") dated JULY 14,2006
between. EQUIPMENT LEASING SERVICES, LLC ("LESSOR") and CMARK INTERNATIONAL,
INC.. ("LESSEE").
Lessor
hereby gives notice to Lessee that it has assigned the Lease and Schedule
No. I
dated JULY 14,2006 attached to the Agreement ("Equipment Schedule”)
Lessor
hereby gives notice to Lessee that it has assigned all of its right, title
and
interest in and to the Agreement, the Equipment Schedule, and all
certificates and other attachments thereto
(the " "Riders"), for financing purposes, to the following Assignee
("Assignee"):
TENNESSEE
COMMERCE BANK
000
XXXXXXX XXXXXXX XXXX #000
XXXXXXXX,
XX 00000
For
any
account questions, please contact Equipment Leasing Services, LLC
480-443-8984.
Lessor
and Lessee, hereby warrant that the above referenced Agreement, Equipment
Schedule, and any Riders constitute the entire agreement between the Lessor
and
Lessee as it pertains to the leasing of the Equipment by Lessee and the terms
for such leasing transactions as set forth in the Agreement and the Equipment
Schedule.
In
connection with the foregoing, Lessor hereby directs Lessee, and Lessee hereby
agrees, to make any and all payments required to be made pursuant to the
Agreement and the Equipment Schedule and any Riders thereto, commencing with
the
rental payment due on SEPTEMBER 1, 2006, (for a total of 34 rental
payments of $ 16,074.97) each directly to the Assignee at the address set
forth
above. The parties hereto agree that payment to the Assignee of such amounts
required under the Agreement and Equipment Schedule will relieve Lessee of
its
obligation to make payments to Lessor. All such payments should be made to
the
Assignee until the Assignee advises otherwise. Lessee acknowledges that it
has
no rights of early termination other than as specified in the
Agreement.
Lessee
hereby represents and agrees as follows: (i) the Lease created hereunder
the
Agreement and the Equipment Schedule ("Leases") are in full force and effect
on
the date hereof and Lessee is not in default thereunder; (ii) Lessee's
obligation to make all payments as set forth in the Leases is unconditional
and
it will make all of said payments, including any Termination
Payments, to
the Assignee without any right or setoff, defense or counterclaim; (iii)
Assignee shall enjoy all
of Lessor's rights and privileges under the Lease but shall not be chargeable
with any obligations or liabilities under
the Leases; (iv) any
notice which Lessee is required to give Lessor under any of the Leases shall
be
sent with a copy to
Assignee; and (v) Lessee will not permit the Leases, or any of the provisions
contained therein to be amended or waived
without the written
consent of Assignee.
WITNESS
the due execution hereof this day, JULY 14, 2006.
|
LESSOR:
EQUIPMENT LEASING SERVICES, LLC
|
LESSEE:
CMARK INTERNATIONAL, INC.
|
|
|
By:
/s/ W Xxxxx
Xxxxxx
|
By:
/s/ Xxxxxxx X Xxxxx.
Jr.
|
|
|
Title:
Member
|
Title:
President
|
|
|
Date:
7/25/2006
|
Date:
July 25, 2006
|
30
UNCONDITIONAL
XXXX OF SALE
KNOW
ALL
TO WHOM THESE PRESENTS SHALL COME, that CMARK INTERNATIONAL, (Seller"), for
the
amount of $500,000.00, the receipt and sufficiency of which are
hereby acknowledged, paid by or on behalf OF Equipment Leasing Services,
LLC
("Purchaser"), does hereby grant, bargain, sell and transfer and de deliver
unto
Purchaser, its successors and assigns, all of Seller's right, title and interest
in the equipment described on the Attachment hereto (the "Equipment"), except
for any software which Seller is merely licensing under its standard licensing
terms.
TO
HAVE
AND TO HOLD the Equipment unto Purchaser, its successors an assigns,
forever,
SELLER
HEREBY WARRANTS TO PURCHASER, ITS SUCCESSORS AND ASSIGNS, THAT THE EQUIPMENT
IS
NOT NEWLEY MANUFACTURED AND, IF A APPLICABLE, IS ELIGIBLE FOR THE MANUFACTURER'S
MAINTENANCE AGREEMENT AND THAT SELLER HAS GOOD AND MARKETABLE TITLE TO
-THE EQUIPMENT, FREE AND CLEAR OF ALL CLAIMS, LIENS, ENCUMBRANCES
AND
RIGHTS OF OTHERS OF ANY NATURE WHATSOEVER. SELLER HEREBY INDEMNIFIES PURCHASER,
ITS SUCCESSORS AND ASSIGNS, AGAINST ALL CLAIMS AND COSTS INCURRED IN THE
DEFENSE
OF TITLE TO THE EQUIPMENT AND/OR REMOVAL OF ANY CLAIMS OR ENCUMBRANCES AGAINST
THE EQUIPMENT BY ANYONE CLAIMING BY OR THROUGH SELLER.
This
Unconditional Xxxx of Sale has been delivered in
and shall be governed by the laws of the State of Arizona.
IN
WITNESS WHEREOF, Seller has executed this instrument as of JULY 14,
2006.
CMARK
INTERNATIONAL, INC.
By:
/s/ Xxxxxxx X. Xxxxx,
Xx.
Name:
Xxxxxxx X. Xxxxx, Xx.
Title:
President
31
ASSIGNMENT,
PURCHASE AGREEMENT AND UNCONDITIONAL XXXX OF SALE FOR SCHEDULE NO. 1 DATED
JULY
14, 2006
BETWEEN
CMARK INTERNATIONAL, INC AS SELLER AND EQUIPMENT LEASING SERVICES, LLC AS
PURCHASER
|
QTY
|
ITEM
|
DESCRIPTION
|
|
PO
3502 ELECTROLUX
|
||
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
260088
|
COMBI-OVEN
201/ELEC 2OGN 208V
|
|
1
|
COMPRESSOR
(FOR BLAST CHILLER)
|
|
|
1
|
COMPRESSOR
(FOR BLAST XXXXXXX)
|
|
|
0
|
000000
|
BLAST
CHILLER
|
|
1
|
260300
|
BLAST
CHILLER
|
|
1
|
260300
|
DBL
DOOR SMART FREEZER
|
|
1
|
260300
|
DBL
DOOR SMART FREEZER
|
|
1
|
726372
|
DBL
DOOR SMART FREEZER
|
|
1
|
726372
|
DBL
DOOR SMART FREEZER
|
|
1
|
726372
|
DBL
DOOR SMART FREEZER
|
|
1
|
726364
|
DBL
DOOR SMART FREEZER
|
|
1
|
726364
|
DBL
DOOR SMART FREEZER
|
|
1
|
726364
|
DBL
DOOR SMART FREEZER
|
|
1
|
726364
|
DBL
DOOR SMART FREEZER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726356
|
SGL
DOOR SMART REFER
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
|
1
|
726371
|
DBL
DOOR SMART REFER
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601610
|
COOKTOP
TWO ZONE INDUCTION
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
601601
|
FRONT
TO BACK GRIDDLE
|
|
1
|
582559
|
ELEC
TILTING KETTLE W/MOTOR
|
|
1
|
582565
|
ELEC
TILTING KETTLE 40 GAL
|
|
60
|
6019115
|
FRYING
BASKETS 12X20
|
|
|
|
PO
3502B ELECTROLUX 9/11/05
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
922007
|
20
RACK TROLLEY AIR-O-STEAM
|
|
1
|
504199
|
HOOD
TYPE DNV;60 RACK 208/3/60
|
|
1
|
504199
|
HOOD
TYPE XXX;60 RACK 208/3/60
|
|
|
|
PO
3502J SINTPLAST 9/14/05
|
|
1
|
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
1
OF 3
32
ASSIGNMENT,
PURCHASE AGREEMENT AND UNCONDITIONAL XXXX OF SALE FOR SCHEDULE NO. 1 DATED
JULY
14, 2006
BETWEEN
CMARK INTERNATIONAL, INC AS SELLER AND EQUIPMENT LEASING SERVICES, LLC
AS
PURCHASER
|
QTY
|
ITEM
|
DESCRIPTION
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
1
|
LG
INSULATED UPRIGHT CABINET W/WHEELS
|
|
|
XX
0000X XX XXXXX 9/15/05
|
||
|
1
|
WALK-IN
COOLER W/FLOOR
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
|
|
1
|
WALK-IN
COOLER W/FLOOR
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
CONDENSER
|
|
|
1
|
WALK-IN
FREEZER W/FLOOR
|
|
|
1
|
WALK-IN
FREEZER W/FLOOR
|
|
|
|
PO 3502K FOOD SVC SUPPLY 09/14/05 | |
|
72
|
72
3CANS1430EPS
|
14X30
SHELVING
|
|
|
P03502S
FOOD SVC SUPPLY 9/15/05
|
|
|
62
|
62
SSNP74EG
|
74"
POSTS
|
|
|
PO
3502G SINPLAST 9/14.105
|
|
|
|
UNINSULATED
HOLDING CABINETS
|
|
|
|
UNINSULATED
HOLDING CABINETS
|
|
|
|
UNINSULATED
HOLDING CABINETS
|
|
|
|
UNINSULATED
HOLDING CABINETS
|
|
|
|
UNINSULATED
HOLDING CABINETS
|
|
|
|
UNINSULATED
HOLDING CABINETS
|
|
|
|
PO
35025 FOOD! SVD SUPPLIES 9/14/05
|
|
|
3
|
2
SHELF CART 16X30 X 32" GREY
|
|
|
3
|
2
SHELF CART 24"X36"X32" GREY
|
|
|
101
|
SHELF
EPDXY VAR SIZES
|
|
|
|
PO
3502T ETAL EQUIP FAB 918 AND 9/13/05
|
|
|
3
|
3 COMPARTMENT SINK W / DRAIN BOARDS | |
|
1
|
3 COMPARTMENT SINK W / DRAIN BOARDS | |
|
2
|
DRAINBOARD
24" X 21" FOR 21" FRONT-TO-BACK SINK
|
|
|
1
|
TABLE
S/S 96X30
|
|
|
|
PO 3482 OFFICE MAX | |
|
|
STEEL
FOLDING CHAIR - UNPADDED
|
|
|
2700
|
PLASTIC
FOLDING TABLE - GREY - 8'
|
|
|
240
|
PLASTIC
FOLDING TABLE - GREY - 6'
|
|
|
213
|
PO
3482A ELECTROLUX 9115105
|
|
|
|
726300
|
AIR-O-BLASTCHILLER
208/3/60
|
|
|
CDT0601L6C
|
CLIMATE
CONTROL REMOTE SYSTEM
|
|
1
|
583290
|
BRAISING
PAN, ELECTRIC, TILTING - 26 GAL
|
|
|
TOTAL
HANDLING EQUIP 11-3-05
|
|
|
1
|
PALLET
XXXX
|
|
|
|
MOBILE
FIX EQUIP
|
|
|
2
|
FOOD
WARMER 11 QUARTS, ROUND
|
|
|
2
|
SLOTTED
INSERT COVER
|
|
|
2
|
INSERT
PAN 11 QUARTS STAINLESS STL
|
|
|
1
|
SLICER
12” GRAVITY FEED TOP MOUNT SHARPENER
|
|
|
|
INV14887322
9/23/05
|
|
|
1
|
TENT
FOR FEEDING
|
|
|
|
MOBILE
FIXTURES 09/09/05
|
2
OF 3
33
ASSIGNMENT,
PURCHASE AGREEMENT AND UNCONDITIONAL XXXX OF SALE FOR SCHEDULE NO. 1 DATED
JULY
14, 2006
BETWEEN
CMARK INTERNATIONAL, INC AS SELLER AND EQUIPMENT LEASING SERVICES, LLC
AS
PURCHASER
|
QTY
|
ITEM
|
DESCRIPTION
|
|
16
|
SHELVES
- 24" X 60"
|
|
|
16
|
CHROME
POSTS 74"
|
|
|
13
|
S/S
PADDLES & SPOONS
|
|
|
1
|
S/S
WORK TABLE 30" X 72" W/BACKSPLASH & UNDERSHELF
|
|
|
3
|
DRAIN
LEVER/TWIST HANDLE
|
|
|
2
|
ELEC
HOLDING CA INETS 12" X 20" X 26" W/PANS
|
|
|
23
|
8'
X 30" S/s Work Table w/Backsplash and Undershelf
|
|
|
1
|
6'
X 30" S/s Work Table w/ Backsplash and Undershelf
|
|
|
4
|
8'
X 30" S/s Work Table w/Backsplash and Undershelf
|
|
|
400
|
Serving
Trays
|
|
|
FOOD
SERV SUPPLY 9/15/05
|
||
|
240
|
SERVING
TRAYS - RED
|
|
|
240
|
SERVING
TRAYS - BLUE
|
|
|
24
|
SERVING
T YS - TEAL
|
|
|
MISC
KITCHEN UTENSILS
|
||
|
OFFICE
MAX
|
||
|
136
|
Steel
Folding Chairs; unpadded, charcoal
|
|
|
40
|
Steel
Folding Chairs; padded seats and backs, charcoal
|
|
|
MOBILE
FIXTURES 918/05
|
||
|
1
|
True
Model TS 23F
|
|
|
1
|
True
Model TS 49F
|
|
|
1
|
True
Model TS-23
|
|
|
1
|
True
Model TS-23
|
|
|
1
|
Titan
8000 Generator
|
|
|
2
|
Advance
TABCO Stainless Steel Detachable Drainboard 21" X 24" Part Number
N-5-24
|
|
|
1
|
5'
X 30" Stainless Steel Table w/lower shelf w/o Back
Splash
|
|
|
1
|
Xxxxx
Model CGH-25
|
|
|
4
|
30
" X 60 " WORKTABLES
|
|
|
1
|
1
LEFT DISHTABLE
|
|
|
1
|
1
RIGHT DISHTABLE
|
|
|
1
|
1
FIVE-WELL HOT SERVICE
|
|
|
48
|
SHEET
PANS 1/2"
|
|
|
1
|
GB18
|
FOOD
CONTAINER
|
|
1
|
GB3
|
FOOD
CONTAINER
|
|
1
|
GB7
|
FOOD
CONTAINER
|
|
16
|
|
GB3-
3 GAL BEVERAGE CONTAINER - BLUE
|
|
16
|
|
GB3-
3 GAL BEVERAGE CONTAINER - GREEN
|
|
9
|
(35
GAL ICE CHEST)
|
GB18
(3) & GB7L (6)
|
|
14
|
(USED
FOR JUICE)
|
GB-5
Green
|
|
21
|
(6
& 9 GAL CONTAINERS)
|
GB-6
(3) & GB-9 (18)
|
|
2
|
XXX
000000
|
Coffee
Urn
|
|
1
|
TQ-400
|
Toaster
|
|
2
|
Manual
Can Opener
|
|
|
3
|
BBQ
Half Grill / Half Griddle
|
|
|
50
DOZ
|
Dinner
Forks
|
|
|
1
|
Battery
Operated Thermometer
|
|
|
3
|
Electric
Knives
|
|
|
1
|
Battery
Operated Can Opener
|
|
|
2
|
Colanders
|
|
|
3
|
7
QT Saucepans
|
|
|
|
GULF
CITY BODY AND TRAILER WORKS, INC.
|
|
|
|
48X102
TRANSCRAFT FLATTED TRAILER, BLACK IN COLOR,W SLIDING SUSPENSION,
LED
LIGHTS, 296/75R 22.5 TIRES
|
|
|
|
FED
EXCISE TAX
|
|
|
|
DELIVERY
|
|
3
OF 3
34
