Preferred Capital Corporation Lease Number
00000 Xxxx Xxxxx Xxxxx Xxx 000
Xxx Xxxxx, XX 00000
FULL NAME AND ADDRESS OF LEASEE SUPPLIER OF EQUIPMENT
------------------------------- ---------------------
American Fire Retardant Corp See Attached Schedule "A"
0000 Xxxx Xxx
Xx Xxxxx, XX 00000-0000
Equipment
Leased See Attached Schedule "A"
Equipment STREET ADDRESS __________________________________
Location if
Different CITY ________________ COUNTY _____ STATE _____ ZIP __________
Terms: AMOUNT OF EACH PAYMENT
(PLUS SALES TAX, IF APPLICABLE) $1,666.44
Monthly [ X ]
Other
TERM OF LEASE (# OF MONTHS) 48
# OF PAYMENTS 48
#OF ADVANCE PAYMENTS 2
SECURITY DEPOSIT 0.00
TERMS AND CONDITIONS OF LEASE
1. LEASE. Lessee hereby leases from Lessor, and Lessor leases to Lessee,
the personal property described above, together with any replacement parts,
additions, repairs or accessories now or hereafter incorporated in or affixed to
it (hereinafter referred to as the "Equipment").
2. ACCEPTANCE OF EQUIPMENT. Xxxxxx agrees to inspect the Equipment and to
execute an Acknowledgment and Acceptance of Equipment by Lessee notice, as
provided by Lessor, after the Equipment has been delivered and after Lessee is
satisfied that the Equipment is satisfactory in every respect. Lessee hereby
authorizes Lessor to insert in the Lease serial numbers or other identifying
data with respect to the Equipment.
3. DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES. THERE ARE
NO WARRANTIES BY OR ON BEHALF OF XXXXXX. Xxxxxx acknowledges and agrees by his
signature below as follows:
(a) LESSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE
CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, ITS FITNESS OR SUITABILITY FOR
ANY PARTICULAR PURPOSE, ITS DESIGN, ITS CAPACITY, ITS QUALITY, OR WITH RESPECT
TO ANY CHARACTERISTICS OF THE EQUIPMENT; (b) Lessee has fully inspected the
Equipment which it has requested Lessor to acquire and lease to Lessee, and
Equipment is in good condition and to Lessee's complete satisfaction; (c) Lessee
leases the Equipment "as is " and with all faults; (d) Lessee specifically
acknowledges that the Equipment is leased to Lessee solely for commercial or
business purposes and not for personal, family, or household purposes; (e) If
the Equipment is not properly installed, does not operate as represented or
warranted by the supplier or manufacturer, or is unsatisfactory for any reason,
regardless of cause or consequence, Lessee's only remedy, if any, shall be
against the supplier or manufacturer of the Equipment and not against Lessor;
(f) Provided Lessee is not in fault under this Lease, Lessor assigns to Lessee
any warranties made by the supplier or the manufacturer of the Equipment; (g)
LESSEE SHALL HAVE NO REMEDY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AGAINST
LESSOR; and (h) NO DEFECT, DAMAGE, OR UNFITNESS OF THE EQUIPMENT FOR ANY PURPOSE
SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR RELIEVE LESSEE OF ANY
OTHER OBLIGATION UNDER THIS LEASE.
The parties have specifically negotiated and agreed to the forgoing
paragraph. Initials: /s/ AMR
1
4. STATUTORY FINANCE LEASE. Xxxxxx agrees and acknowledges that it is the
intent of both parties to this Lease that it qualify as a statutory finance
lease under Article 2A of the Uniform Commercial Code as adopted in California.
Xxxxxx acknowledges and agrees that Xxxxxx 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.
XXXXXX IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT EVIDENCING THE
LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER CHOSEN BY XXXXXX AND THAT
LESSEE SHOULD CONTACT THE SUPPLIER OF THE EQUIPMENT FOR A DESCRIPTION OF ANY
SUCH RIGHTS.
5. ASSIGNMENT BY LESSEE PROHIBITED. WITHOUT XXXXXX'S PRIOR WRITTEN CONSENT,
LESSEE SHALL NOT ASSIGN THIS LEASE OR SUBLEASE THE EQUIPMENT OR ANY INTEREST
THEREIN, OR PLEDGE OR TRANSFER THIS LEASE, OR OTHERWISE DISPOSE OF THE EQUIPMENT
COVERED HEREBY.
6. COMMENCEMENT; TERM; RENTAL PAYMENTS; INTERIM RENTALS. This Lease shall
commence upon the written acceptance hereof by Xxxxxx and shall end upon full
performance and observance by Xxxxxx of each and every term, condition and
covenant set forth in this Lease, and Schedules hereto and any extensions
hereof. Rental payments shall by in the amounts and frequency as set forth on
the face of this Lease or any Schedules hereto. In addition to regular rentals,
Lessee shall pay to Lessor interim rent for the use of the Equipment prior to
the due date of the first payment. Interim rent shall be in the amount equal to
1/30th of the monthly rental, multiplied by the number of days elapsing between
the date on which the Equipment is accepted by Lessee and the commencement date
of this Lease, together with the number of days elapsing between commencement of
the Lease and the due date of the first payment. The payment of interim rent
shall be due and payable upon Xxxxxx's receipt of invoice from Lessor. Lessor
shall have no obligation to Lessee under the Lease if Lessee fails to execute
and deliver to Lessor an Acknowledgement and Acceptance of Equipment by Lessee
acknowledging its acceptance of the Equipment within thirty (30) days after it
is delivered to Lessee, with respect to the Lease or any Schedule hereto.
This lease may be terminated by Xxxxxx at the end of the term if one
hundred eighty (180) days prior to the end of the term, written notice of such
termination is delivered to Lessor (by certified mail). Otherwise the term of
each Lease automatically shall be extended for a successive one month period
following the end of the initial term at the rent stated on the respective
Schedule(s). During this extension period, Lessor of Lessee at the end of any
calendar month, provided one hundred twenty (120) days prior written notice of
such termination is delivered to the other party (by certified mail).
7. CHOICE OF LAW; CONSENT TO JURISDICTION VENUE. This Lease shall not be
effective until signed by Lessor at its principal office listed above. This
Lease shall be considered to have been made in the state of Lessor's principal
place of business.
Xxxxxx agrees to jurisdiction in the state of Lessor's principle place of
business listed above in any action, suit or proceeding regarding this lease ,
and concedes that it , and each of them, transacted business in the state of
Lessor's principal place of business listed above by entering into this lease.
In the event of any legal action with regard to this lease or the equipment
covered hereby, Lessee aggress that venue shall be laid in the State and County
of Lessor's principal place of business, or in the State and County of whoever
holds the Lessor's interest.
8. SECURITY DEPOSIT. As security for the prompt and full payment of the
amounts due under this Lease, Lessee has deposited with Lessor the security
amount set forth in the section shown as 'Security Deposit. In the event any
default shall be made in the performance of any of Lessee's obligations under
this Lease, Lessor shall have the right, but shall not be obligated, to apply
the security deposit to the curing of such default. Within 15 days after Lessor
mails notice to Lessee that Lessor has applied any portion of the security
deposit to the curing of any default, Lessee shall restore said security deposit
to the full amount set forth above. On the expiration or earlier termination or
cancellation of this Lease, or any extension or renewal hereof, provided Lessee
has fully performed all provisions of this Lease, Lessor will return to the
Lessee any then remaining balance of said security deposit, without Interest.
Said security deposit may be commingled with Lassoes other funds.
9. LIMITED PREARRANGED AMENDMENTS; SPECIFIC POWER OF ATTORNEY. In the event
it is necessary to amend the terms of this Lease to reflect change in one or
2
more of the following conditions; (a) Lassoes actual cost of procuring the
Equipment, or (b) Lessors actual cost of providing the Equipment to Lessee, or
(c) A change in rental payments as a result of (1) or (2), above or (d)
Description of the Equipment. Xxxxxx agrees that any such amendment shall be
described in a letter from Lessor to Lessee, and unless within 15 days after the
date of such letter Lessee objects in writing to Lessor, this Lease shall be
deemed amended and such amendments shall be incorporated in this Lease herein as
if originally set forth. Lessee grants to Lessor a specific power of attorney
for Lessor to use as follows: (1) Lessor may sign and file on Lessee's behalf
any document Lessor deems necessary to perfect or protect Lessor's interest in
the Equipment or pursuant to the Uniform Commercial Code, and (2) Lessor may
sign, endorse or negotiate for Lessor's benefit any instrument representing
proceeds from any policy of insurance covering the Equipment.
10. LOCATION. The Equipment shall be kept at the location specified above
or, if none is specified, at Xxxxxx's address as set forth above and shall not
be removed without Lessor's prior written consent.
11. USE. Lessee shall use the Equipment in a careful manner, make all
necessary repairs at Xxxxxx's expense, shall comply with all laws relating to
its possession, use, or maintenance. All additions, repairs or improvements made
to the Equipment shall belong to Lessor.
12. OWNERSHIP; PERSONALTY. The Equipment is, and shall remain, the property
of Lessor, and Lessee shall have no right, title, or interest in the Equipment
except as expressly set forth in this Lease. The Equipment shall remain personal
property even though installed in or attached to real property.
13. SURRENDER. By this Lease, Lessee acquires no ownership rights in the
Equipment, and has no option to purchase same. Upon the expiration, or earlier
termination or cancellation of this Lease, or in the event of a default under
this Lease, Lessee, at its expense, shall return the Equipment in good repair,
ordinary wear and tear resulting from proper use thereof alone excepted, by
delivering it, packed and ready for shipment, to such place or carrier as Lessor
may specify.
14. OFFER AND ACCEPTANCE. Xxxxxx's signing of this document shall
constitute an offer to Lessor to enter into the Lease. In consideration of
Xxxxxx's time and effort in reviewing and acting on the offer, Xxxxxx agrees
that, should Lessee elect, for any reason, not to proceed with the Lease
transaction. Lessor shall retain all advance rentals and deposits as liquidated
damages to compensate Lessor for Lessor's costs in processing this Lease
transaction. Lessor shall hold Lessee harmless from any additional damages
resulting from Xxxxxx's election not to proceed with any lease transaction with
Lessor. If Lessor elects not to provide financing to Lessee, for any reason,
other than a default by Xxxxxx (as defined in Section 21. Default below), Xxxxxx
agrees to return any advance rentals, deposits, or any other fees to Lessee
within ten (10) days of said election.
15. LOSS AND DAMAGE. Lessee shall at all times bear the entire risk of
loss, theft, damage or destruction of the Equipment from any cause whatsoever,
and no loss, theft, damage or destruction of the Equipment shall relieve Lessee
of the obligation to pay rent or to comply with any other obligation under this
Lease. In the event of damage to any part of the Equipment, Lessee shall
immediately place the same in good repair at Lessee's expense. If Lessor
determines that any part of the Equipment is lost, stolen, destroyed, or damaged
beyond repair, Lessee shall, at Lessee's option, do one of the following: (a)
Replace the same with like equipment in good repair, acceptable to Lessor; or
(b) Pay Lessor in cash the following: (i) all amounts due by Lessee to Lessor
under this Lease up to the date of the loss, (ii) the accelerated balance of the
total amounts due for the remaining term of this Lease attributable to said
item, discounted to present value at a discount rate of 9% as of the date of
loss; and; (iii) the Lessor's estimate as of the time this Lease was entered
into of Lassoes residual interest in the Equipment discounted to present value
at a discount rate of 9%, as of the date of loss.
16. INSURANCE; LIENS; TAXES. Lessee shall provide and maintain insurance
against loss, theft, damage, or destruction of the Equipment in an amount not
less than the full replacement value of the Equipment, with loss payable to
Lessor. Lessee also shall provide and maintain comprehensive general all-risk
liability insurance Including but not limited to product liability coverage,
3
insuring Lessor and Lessee, with a severability of interest endorsement, or its
equivalent, against any and all loss or liability for all damages, either to
persons or property or otherwise, which might result from or happen in
connection with the condition, use, or operation of the Equipment, with such
limits and with an insurer satisfactory to Lessor. Each policy shall expressly
provide that said insurance as to Lessor and its assigns shall not be
invalidated by any act, omission, or neglect of Lessee and cannot be canceled
without 30 days prior written notice to Lessor. As to each policy Lessee shall
furnish to Lessor a certificate of insurance from the insurer, which certificate
shall evidence the Insurance coverage required by this paragraph. Lessor shall
have no obligation to ascertain the existence of or provide any insurance
coverage for the Equipment or for Lessee's benefit. If Lessee fails to provide
such insurance, Lessor will have the right, but no obligation, to have such
insurance protecting Lessor placed at Lessee's expense. Such placement will
result in an increase in Lessee's periodic payments, such increase being
attributed to Xxxxxx's costs of obtaining such insurance and any customary
charges or fees of Lessor's or its designee associated with such Insurance.
Lessee shall keep the Equipment free and clear of all levies, liens and
encumbrances. Lessee shall reimburse Lessor for all charges and taxes (local,
state and federal) which may now or hereafter be imposed upon the ownership,
leasing, rental, sale, purchase, possession or use of the Equipment excluding,
however, all taxes on or measured by Lessor's net income. If Xxxxxx fails to pay
said charges, Lessor shall have the right, but shall not be obligated, to pay
such charges. In that event, Lessor shall notify Lessee of such payment and
Lessee shall repay to Lessor the cost thereof within 15 days after such notice
is mailed to Lessee.
17. INDEMNITY. Lessee shall indemnity Lessor against any claims, actions,
damages, or liabilities including all attorney fees, arising out of or connected
with Equipment, without limitation. Such indemnification shall survive the
expiration, cancellation, or termination of this Lease. Lessee waives any
immunity Lessee may have under any industrial insurance act, with regard to
indemnification of Lessor.
18. ASSIGNMENT BY LESSOR. Any assignee of Lessor shall have all of the
rights but none of the obligations of Lessor under this Lease. Lessee shall
recognize and hereby consents to any assignment of this Lease by Xxxxxx, and
shall not assert against the assignee any defense, counterclaim, or setoff that
Lessee may have against Lessor. Subject to the foregoing, this Lease inures to
the benefit of and is binding upon the heirs, devisees, personal
representatives, survivors, successors in interest, and assigns of the party
hereto.
19. SERVICE CHARGES; INTEREST. If Lessee shall fail to make any payment
required by this Lease within 10 days of the due date thereof, Lessee shall pay
to Lessor a service charge of 8% of the amount due; provided, however, that not
more than one such service charge shall be made on any delinquent payment,
regardless of the length of the delinquency. In addition to the foregoing
service charge, Lessee shall pay to Lessor any actual additional expenses
incurred by Lessor in collection efforts, including but not limited to,
long-distance telephone charges and travel expenses. Lessee shall pay to Lessor
interest on any delinquent payment or amount due under this Lease from the due
date thereof until paid, at the lesser of the maximum rate of interest allowed
by law or 18% per annum.
20. TIME OF THE ESSENCE. Time Is of the essence of this Lease, and this
provision shall not be impliedly waived by the acceptance on occasion of late or
defective performance.
21. DEFAULT. Lessee shall be in default if: (a) Lessee shall fail to make
any payment due under the terns of this Lease for a period of 10 days from the
due date thereof; or (b) Lessee shall fail to observe, keep or perform any
provision of this Lease, and such failure shall continue for a period of 10
days; or (c) Lessee has made any misleading or false statement in connection
with application for or performance of this Lease. or any representation or
warranty made by Lessee herein or otherwise furnished Lessor in connection with
the Agreement or any Lease hereunder shall prove at any time to have been untrue
4
or misleading in any material respect; or (d) The equipment or any part thereof
shall be subject to any lien, levy, seizure, assignment, transfer, bulk
transfer, encumbrance, application, attachment, execution, sublease, or sale
without prior written consent of Lessor, or it Lessee shall abandon the
Equipment or permit any other entity or person to use the Equipment without the
prior written consent of Lessor; or (e) Lessee dies or ceases to exist; or (f)
Lessee defaults on any other agreement it has with Lessor; or (g) Any guarantor
of this Lease defaults on any obligation to Lessor or any of the above listed
events or default occur with respect to any guarantor or any such guarantor
files or has filed against it a petition under the bankruptcy laws.
22. REMEDIES. If Lessee is in default, Lessor, with or without notice to
Lessee, shall have the right to exercise any one or more of the following
remedies, concurrently or separately, and without any election of remedies being
deemed to have been made:
Lessor may enter upon Xxxxxx's premises and without any court order or
other process of law may repossess and remove the Equipment, or render the
Equipment unusable without removal, either with or without notice to Lessee.
Lessee hereby waives any trespass or right of action for damages by reason of
such entry, removal, or disabling. Any such repossession shall not constitute a
termination of this Lease unless Lessor notifies Lessee in writing;
Lessor may require Lessee, at its expense, to return the Equipment in good
repair, ordinary wear and tear resulting from proper use thereof alone excepted,
by delivering it, packed and ready for shipment to such place or carrier as
Lessor may specify;
Lessor may cancel or terminate this Lease and may retain any and all prior
payments paid by Xxxxxx;
Lessor may declare all sums due and to become due under this Lease
immediately due and payable, including as to any or all items of Equipment,
without notice or demand to Lessee;
Lessor may re-lease the Equipment, without notice to Lessee, to any third
party, upon such terns and conditions as Lessor alone shall determine, or may
sell the Equipment, without notice to Lessee, at private or public sale, at
which sale Lessor may be the purchaser;
Lessor may sue for and recover from Lessee the sum of all unpaid rents and
other payments due under this Lease then accrued, all accelerated future
payments due under this Lease, discounted to their present value at a discount
rate of 9% as of the date of default, plus Lessor's estimate at the time this
Lease was entered into of Lessor's residual interest in the Equipment, reduced
to present value at a discount rate of 9% as of the date of default, less the
net proceeds of disposition, If any, of the Equipment;
To pursue any other remedy available at law. by statute or In equity. No
right or remedy herein conferred upon or reserved to Lessor is exclusive of any
other right or remedy herein, or by law or by equity provided or permitted, but
each shall be cumulative of every other right or remedy given herein or now or
hereafter existing by law or equity or by stature or otherwise and may be
enforced concurrently therewith or from time to time. No single or partial
exercise by Lessor of any right or remedy hereunder shall preclude any other or
further exercise of any other right or remedy.
23. MULTIPLE LESSEES. Lessor may, with the consent of any one of the
Lessees hereunder, modify, extend, or change any of the terms hereof without the
consent or knowledge of the others, without in any way releasing, waiving, or
impairing any right granted to Xxxxxx against the others. Lessees and each of
them are jointly and severally responsible and liable to Lessor under this
Lease.
24. EXPENSE OF ENFORCEMENT. In the event of any legal action or arbitration
with respect to this Lease, the prevailing party in such action or arbitration
shall be entitled to reasonable attorney fees, including attorney fees incurred
at arbitration, at the trial level, including action in bankruptcy court, on
appeal or review, or incurred without action, suits or proceedings, together
with all costs and expenses incurred In pursuit thereof.
25. ENTIRE AGREEMENT; NO ORAL MODIFICATIONS; NO WAIVER. This instrument
constitutes the entire agreement between Lessor and Lessee. No provision of this
Lease shall be modified or rescinded unless in writing signed by a
representative of Lessor. Waiver by Lessor of any provision hereof in one
instance shall not constitute a waiver as to any other instance.
5
26. SEVERABILITY. This Lease is intended to constitute a valid and
enforceable legal instrument and no provision of this Lease that may be deemed
unenforceable shall in any way invalidate any other provision or provisions
hereof, all of which shall remain in full force and effect.
THIS LEASE IS NOT CANCELABLE OR TERMINABLE BY XXXXXX
XXXXXX UNDERSTANDS AND ACKNOWLEDGES THAT NO BROKER OR SUPPLIER, NOR ANY
SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, IS AN AGENT OF LESSOR. NO
BROKER OR SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER
IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE, AND NO
REPRESENTATION AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE BROKER OR
SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, SHALL IN
ANY WAY AFFECT LESSEE'S DUTY TO PAY THE RENTALS AND TO PERFORM XXXXXX'S
OBLIGATIONS SET FORTH IN THIS LEASE.
--------------------------------------------------------------------------------
LESSEE: American Fire Retardant Corp LEASE NO._______________
DATE OF LEASE: 8/25/99
/s/ Xxxxxx X. Xxxxx
-------------------------------------
Xxxxxx Xxxxx, EVP
Preferred Capital Corporation
/S/ Xxxxx X. Xxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxx, Funding Manager Date: 8/25/99
6
Preferred Capital Corporation
00000 Xxxx Xxxxx Xxxxx Xxx 000
Xxx Xxxxx, XX 00000
000-000-0000
EQUIPMENT LEASE GUARANTY
LEASE NO:
DATE OF LEASE:
This Guaranty Agreement made and entered into this ________ day of
____________________,________ by Xxxxxx Xxxxx (hereinafter referred to
collectively as "Guarantor', in favor of Preferred Capital Corporation
(hereinafter referred to as ("Lessor").
WHEREAS, it is contemplated that Lessor may enter into a lease and/or other
related agreements (hereinafter collectively "Lease") with American Fire
Retardant Corp (hereinafter collectively 'Lessee); and,
WHEREAS, Guarantor has an interest, financial or otherwise in Lessee, and
it is to the benefit of Guarantor that Lessor enter into the Lease with Xxxxxx,
and Guarantor has read the proposed Lease in full and finds the terms of said
Lease acceptable, and in recognition that Lessor would be unwilling to enter
into the Lease without the Guaranty hereinafter set forth, and in recognition of
Xxxxxx's reliance upon the Guaranty in entering into the Lease;
NOW, THEREFORE, in order to induce Lessor to enter into the Lease,
Guarantor, jointly and severally, unconditionally guaranties the faithful and
full performance by Xxxxxx of all terms and conditions of the Lease. In the
event of default by Xxxxxx, a failure to faithfully perform any of the terms a
conditions required of Lessee under the Lease, a in the event of failure of
Lessee to make any or all payments of money required of it under the Lease,
Guarantor unconditionally promises to pay to Lessor, in lawful money of the
United States, all sums at any firm due and unpaid under the Lease, plus costs
of collection, including a reasonable attorney fee with a without trial, and
upon appeal and review.
The obligations of Guarantor hereunder are joint and several and are
independent of the obligations of Lessee under the Lease, and a separate action
a actions may be brought against Guarantor, whether action is brought against
Xxxxxx a whether Xxxxxx be joined in any action a actions, the liability of
Guaranty hereunder being primary. Guarantor hereby waives the benefit of any
suretyship defenses affecting its liability hereunder a the enforcement hereof.
Guarantor authorizes lessor, without notice a demand, and without affecting
Guantor's liability hereunder, from time to time to renew, extend, accelerate,
or otherwise change the payment terms a other terms of the Lease or any part
thereof. Lessor may, without notice, assign this Guaranty in whole a in part.
Guaranty hereby waives any right to require Lessor to: (a) proceed against
Xxxxxx; (b) proceed against a exhaust any security held by Lessor; or (c) pursue
any other remedy in Lessor's power. Guaranty waives any defense arising by
reason of any defense at Lessee, a by reason of the cessation, from any cause
whatsoever, of the liability of lessee under the Lease. Guaranty waves any and
all demands for performance, notices of nonperformance a default, and notices of
cancellation a forfeiture. Lessor may apply all proceeds received from Lessee a
others m such part of Xxxxxx's indebtedness as Lessor may deem appropriate
without consulting Guaranty and without prejudice to or in any way limiting a
lessening liability of Guarantor under this Guaranty.
If Lessee is a corporation, the undersigned warrant and represent that they
are stockholders, directors a officers and/or are financially a otherwise
interested in Lessee, and if married, their marital communities are so
interested.
This Guaranty shall not be affected a discharged by the death of the
undersigned, but shall bind Guarantor's heirs and personal representatives, and
shall inure to the benefit of any successors a assigns of Lessor.
This instrument constitutes the entire agreement between Lessor and
Guarantor. No oral a written representation not contained herein shall in any
way affect this Guaranty, which shall not be modified except by the parties in
writing. Waiver by Lessor of any provision hereof in one instance shall not
constitute a waiver as to any other instance.
Page 1 of 2
IMPORTANT: THIS AGREEMENT CREATES SPECIFIC LEGAL OBLIGATIONS. DO NOT SIGN IT
UNTIL YOU HAVE FULLY READ IT. BY SIGNING YOU COMPLETELY AGREE TO ITS TERMS.
IN WITNESS WHEREOF, the undersigned Guarantor(s) has/have executed this
Guaranty this 25th day of June, 1999.
/s/ Xxxxxx X. Xxxxx
--------------------------------------
Guarantor: Xxxxxx Xxxxx, Individual
0000 Xx0 Xx.
Alpine, CA 91901
----------------------------------
WITNESS
Page 2 of 2
Lessor:
PREFERRED CAPITAL CORPORATION
00000 Xxxx Xxxxx Xxxxx Xxx 000
Xxx Xxxxx, XX 00000
000-000-0000
LEASE NUMBER: _______________________
DATE OF LEASE: 8/25/99
LESSEE: American Fire Retardant Corp
ACKNOWLEDGMENT AND ACCEPTANCE
OF EQUIPMENT BY LESSEE
See Attached Schedule "A"
Lessee hereby acknowledges that the Equipment described above has been received
in good condition and repair, has been properly installed, tested, and
inspected, and is operating satisfactorily in all respects for all of Xxxxxx's
intended uses and purposes. Lessee hereby accepts unconditionally and
irrevocably the Equipment.
By signature below, Xxxxxx specifically authorizes and requests Preferred
Capital Corporation to make payment to the supplier of the Equipment. Xxxxxx
agrees that said Equipment has not been delivered, installed, or accepted on a
trial basis.
WITH THE DELIVERY OF THIS DOCUMENT TO XXXXXX, XXXXXX ACKNOWLEDGES AND AGREES
THAT XXXXXX'S OBLIGATIONS TO LESSOR BECOME ABSOLUTE AND IRREVOCABLE AND LESSEE
SHALL BE FOREVER ESTOPPED FROM DENYING THE TRUTHFULNESS OF THE REPRESENTATIONS
MADE IN THIS DOCUMENT.
LESSEE: American Fire Retardant Corp.
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx Xxxxx, EVP
DATE OF ACCEPTANCE
8/25/99
----------------------
I HEREBY AUTHORIZE /S/ Xxxxxxxxx Xxxxxxx, Title: Supervisor, TO ORALLY
VERIFY MY/OUR ACCEPTANCE OF THE ABOVE EQUIPMENT IN MY ABSENCE.
IMPORTANT: THIS DOCUMENT HAS LEGAL AND FINANCIAL CONSEQUENCES TO YOU. DO NOT
SIGN THIS DOCUMENT UNTIL YOU HAVE ACTUALLY RECEIVED ALL OF THE EQUIPMENT AND ARE
COMPLETELY SATISFIED WITH IT
Preferred CAPITAL
CORPORATION
Addendum to Lease Agreement
That certain lease Schedule entered into by and between Preferred Capital
Corporation as Lessor and American Fire Retardant Corp as Lessee dated 8/25/99,
in consideration of the mutual covenants herein contained and upon having met
all the terms and conditions of the Lease Agreement and for other good and
valuable consideration, is hereby amended to include the following:
Lessee has the option to purchase all of the equipment described in said Lease
(and not merely part thereof) upon the expiration of the initial lease term for
the then Fair Market Value but not to exceed Ten Percent (10%) of the original
equipment cost plus applicable sales tax (and any other additional tax
applicable to such sale), if any.
The said purchase price (and applicable tax(es) if any shall be due and payable
by Lessee in full within 10 days after expiration of the initial lease term.
Upon receipt by the Lessor of the full purchase price, Lessor will furnish
Lessee with a bill of sale warranting good title to the equipment, but excepting
any impairment thereof by reason of any acts by the Lessee or those making claim
against the Lessee. The bill of sales will also provide that the purchase shall
be "as is", "where is" and without any other warranties, expressed or implied.
Except as specifically provided herein, all the terms and conditions of said
Lease shall remain in full force and effect as provided therein.
Lessee: Lessor:
American Fire Retardant Corp Preferred Capital Corporation
/s/ Xxxxxx Xxxxx /S/ Xxxxx X. Xxxxxxxx
------------------------- -----------------------------------
Xxxxxx Xxxxx, XXX Xxxxx X. Xxxxxxxx, Funding Manager
Date: 8/25/99 Date: 8/25/99
Preferred CAPITAL
CORPORATION
Addendum to Lease Agreement
This Addendum to Lease Agreement references Lease #__________________, dated
8/25/99 between American Fire Retardant Corp, Lessee, and Preferred Capital
Corporation, Lessor. Lease to be amended as follows:
Old Lease Term: 48 months
New Lease Term: 36 months
Lessee: American Fire Retardant Corp
By: /s/ Xxxxxx Xxxxx
-----------------------------------------------
Xxxxxx Xxxxx, EVP
Date: 8/25/99
Lessor: Preferred Capital Corporation
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------------
Xxxxx X Xxxxxxxx, Funding Manager
Date: 8/25/99
Preferred Capital Corporation
00000 Xxxx Xxxxx Xx. Xxx 000
Xxx Xxxxx, XX 00000 800.585.1936
Fax: 000-000-0000
