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EXHIBIT 10.19
LEASE AGREEMENT
This LEASE AGREEMENT, is effective on January 3, 1996 between TELECOMMUNICATIONS
FINANCE GROUP (hereinafter "Lessor"), and STAR VENDING, INC., a Nevada
corporation with its principal office located at 000 Xxxxx Xxxxxx, Xxxxx 000,
Xxxxx Xxxxxxx, XX 00000, (hereinafter "Lessee").
1. Lease.
Lessor, subject to the conditions set forth in Section
25 hereof, agrees to lease to Lessee and Lessee agrees to lease from Lessor
hereunder, those items of personal property (the "equipment") which are
described on Schedule 1 of Exhibit A hereto. Lessee agrees to execute and
deliver to Lessor a certificate of delivery and acceptance in substantively the
form of Exhibit A hereto (a "Delivery Certificate") immediately after Turnover
of the equipment, and such execution shall constitute Lessee's irrevocable
acceptance of such items of equipment for all purposes of this Lease. The
Delivery Certificate shall constitute a part of this Lease to the same extent as
if the provisions thereof were set forth herein.
2. Definitions.
"Amortization Deductions" as defined in Section
11(b)(i) hereof.
"Appraisal Procedure" shall mean the following procedure
for determining the Fair Market Sale Value of any item
of equipment. If either Lessor or Lessee shall request
by notice (the "Appraisal Request") to the other that
such value be determined by the Appraisal Procedure, (i)
Lessor and Lessee shall, within 15 days after the
Appraisal Request, appoint an independent appraiser
mutually satisfactory to them, or, (ii) if the parties
are unable to agree on a mutually acceptable appraiser
within such time, Lessor and Lessee shall each appoint
one independent appraiser (provided that if either party
hereto fails to notify the other party hereto of the
identity of the independent appraiser chosen by it
within 30 days after the Appraisal Request, the
determination of such value shall be made by the
independent appraiser chosen by such other party), and
(iii) if such appraisers cannot agree on such value
within 20 days after their appointment and if one
appraisal is not within 5% of the other appraisal,
Lessor and Lessee shall choose a third independent
appraiser mutually satisfactory to them (or, if they
fail to agree upon a third appraiser within 25 days
after the appointment of the first two appraisers, such
third independent appraiser shall within 20 days
thereafter be appointed by the American Arbitration
Association), and such value shall be determined by such
third independent appraiser within 20 days after his
appointment, after consultation with the other two
independent appraisers. If the first two appraisals are
within 5% of each other, then the average of the two
appraisals shall be the Fair Market Sale Value. The fees
and expenses of all appraisers shall be paid by Lessee.
"Business Day" shall mean a day other than a
Saturday, Sunday or legal holiday under the laws of
the State of Florida.
"Code" shall mean the Internal Revenue Code of 1954,
as amended, or any comparable successor law.
"Commencement Date" as defined in Section 3 hereof.
"Default" shall mean any event or condition which after
the giving of notice or lapse of time or both would
become an Event of Default.
"Delivery Certificate" as defined in Section 1 hereof.
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"Equipment" as defined in Section 1 hereof.
"Event of Default" as defined in Section 18 hereof.
"Event of Loss" shall mean, with respect to any item of
equipment, the actual or constructive total loss of such
item of equipment or the use thereof, due to theft,
destruction, damage beyond repair or rendition thereof
permanently unfit for normal use from any reason
whatsoever, or the condemnation, confiscation or seizure
of, or requisition of title to or use of, such item of
equipment.
"Fair Market Sale Value" shall, at any time with respect
to any item of equipment, be equal to the sale value of
such item of equipment which would be obtained in an
arm's-length transaction between an informed and willing
seller under no compulsion to sell and an informed and
willing buyer-user (other than a lessee currently in
possession or a used equipment or scrap dealer). For
purposes of Section 7(b) hereof, Fair Market Sale Value
shall be determined by (i) an independent appraiser (at
Lessee's expense) selected by Lessor or (ii) by the
Appraiser Procedure if the Appraisal Request is made at
least 90 days (but not more than 360 days prior to the
termination or expiration of the Lease Term, as the case
may be, which determination shall be made (a) without
deduction for any costs or expenses of dismantling or
removal; and (b) on the assumption that such item of
equipment if free and clear of all Liens and is in the
condition and repair in which it is required to be
returned pursuant to Section 7 (a) hereof. For purposes
of Section 19(c) hereof, Fair Market Sale Value shall be
determined (at Lessee's expense) by an independent
appraiser selected by Lessor, on an "as-is, where-is"
basis, without regard to the provisions of clauses (a)
and (b) above; provided that if Lessor shall have sold
any item of equipment pursuant to Section 19(b) hereof
prior to giving the notice referred to in Section 19(c)
hereof. Fair Market Sale Value of such item of equipment
shall be the net proceeds of such sale after deduction
of all costs and expenses incurred by Lessor in
connection therewith; provided further, that if for any
reason Lessor is not able to obtain possession of any
item of equipment pursuant to Section 19(a) hereof, the
Fair Market Sale Value of such item of equipment shall
be zero.
"Imposition" as defined in Section 11 (a) hereof.
"Indemnitee" as defined in Section 17 hereof.
"Late Charge Rate" shall mean an interest rate per annum
equal to the higher of two percent (2%) over the
Reference Rate or eighteen percent (18%), but not to
exceed the highest rate permitted by applicable law.
"Lease" and the terms "hereof," "herein," and
"hereunder," when used in this Lease Agreement, shall
mean and include this Lease Agreement, Exhibits and the
Delivery Certificate hereto as the same may from time to
time be amended, modified or supplemented.
"Lease Term" shall mean, with respect to any item of
equipment, the term of the lease of such item of
equipment hereunder specified in Section 3 hereof.
"Lessee" as defined in the introductory paragraph to
this Lease.
"Lessor" as defined in the introductory paragraph of
this Lease.
"Lessor's Value" shall mean, with respect to any item of
equipment and installation if applicable, the total
amount set forth in Schedule 1 of Exhibit A hereto.
"Lessor's Liens" shall mean (i) any mortgage, pledge,
lien, security interest, charge, encumbrance, financing
statement, title retention or any other right or claim
of any person claiming through or
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under Lessor, not based upon or relating to ownership
of the equipment or the lease thereof hereunder and
(ii) any mortgage, pledge, lien, security interest,
charge, encumbrance, financing statement, title
retention or any other right or claim of Owner (other
than Lessor) claiming through or under Lessor in
connection with the transactions described in Section
21(b) hereof.
"Liens" shall mean any mortgage, pledge, lien, security
interest, charge, encumbrance, financing statement,
title retention or any other right or claim of any
person, other than any Lessor's Lien.
"Loss Payment Date" shall mean with respect to any
item of equipment the date on which payment, as
described in Section 16(b) hereof, is made to the
Lessor by the Lessee as the result of an Event of
Loss with respect to such item. The Loss Payment Date
shall be within ninety (90) days of the said Event of
Loss.
"Owner" shall mean the entity or person having ownership
interest to the equipment as contemplated by the
provisions of Section 21(b) hereof and may be a person
other than Lessor.
"Owner's Economics" shall mean the after-tax yield and
periodic after-tax cash flow anticipated by Owner as of
the date of this Lease, in connection with the
transactions contemplated by this Lease as determined by
Owner unless Lessor shall have transferred its interest
in the equipment to another person as contemplated by
the provisions of Section 21(b) hereof in which case
"Owner's Economics" shall mean the after-tax yield and
periodic after-tax cash flow anticipated by such person
as of the date of the lease between such person and
Lessor contemplated by said provisions, in connection
with the transactions contemplated by such lease as
determined by such person.
"Recovery Deductions" as defined in Section 11 (b)
(i) hereof.
"Reference Rate" shall mean the rate of interest
publicly announced by Citibank, N.A. in New York, New
York from time to time as its prime rate.
The reference rate is not intended to be the lowest rate
of interest charged by Citibank, N.A. in connection with
the extensions of credit to debtors. The Reference Rate
shall be determined at the close of business on the 15th
day of each calendar month (if the 15th day is not a
Business Day, then on the first preceding Business Day)
and shall become effective as of the first day of the
calendar month succeeding such determination and shall
continue in effect to, and including, the last day of
said calendar month.
"Rent Payment Date" shall mean each date on which an
installment of rent is due and payable pursuant to
Section 5(a) hereof.
"Stipulated Loss Value" shall mean, with respect to any
item of equipment, the amount determined by multiplying
the Lessors Value of such item of equipment by the
percentage set forth in Schedule A hereto opposite the
applicable Rent Payment Date; provided, that for
purposes of Sections 16(b) and 19(c) hereof, any
determination of Stipulated Loss Value as of a date
occurring after the final Rent Payment Date with respect
to such item of equipment, shall be made as of such
final Rent Payment Date.
"Tax Benefits" shall mean the right to claim such
deductions, credits, and other benefits as are provided
by the Code to an owner of property, including the
Recovery Deductions and Amortization Deductions.
"Turnover" shall mean the point in time when the
equipment installation personnel complete testing of the
equipment, or when the equipment is placed into service,
whichever first occurs.
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All accounting terms not specifically defined herein
shall be construed in accordance with generally
accepted accounting principles.
3. Lease Term.
The term of the lease of the equipment hereunder shall
commence on the Commencement Date specified in the Delivery Certificate
("Commencement Date") and, unless earlier terminated pursuant to the provisions
hereof or at law or equity, shall continue for a term of sixty (60) months from
such Commencement Date. The Commencement Date specified in the Delivery
Certificate shall be the date on which Turnover occurs at a site provided by
Lessee in accordance with the provisions of Section 4 hereof.
4. Installation.
Lessor shall arrange for installation of the equipment,
the cost of which installation shall be deemed to be part of Lessor's
Value. Exhibit A hereto shall indicate whether such cost is included or excluded
from the monthly rent payments due in accordance with Section 5(a) hereof. If
excluded from such monthly rent payments, Lessor shall separately invoice Lessee
for such installation upon completion thereof and Lessee shall pay such invoice
within thirty (30) days from the date thereof. Lessee shall be obligated to
timely provide a suitable site for the installation of the equipment in
accordance with the equipment manufacturer's practices attached hereto as
Exhibit C. Lessee shall be responsible for compliance with environmental
requirements and central office grounding procedures specified in Exhibit C
hereto and for providing adequate space, lighting, heating, air-conditioning and
A/C power at the installation site. Unavailability of Lessee furnished
facilities shall be cause for adjustments to the installation price set forth in
Schedule 1 of Exhibit A hereto.
5. Rent; Unconditional Obligations.
(a) Lessee agrees to pay to Lessor, at the address
specified in Section 24 hereof or at such other address as Lessor may specify,
rent for the initial equipment at a rate not to exceed $22.244 per $1,000 of the
total Lessor's Value of such items of equipment, as set forth in Schedule 1 of
Exhibit A dated January 3, 1996, (plus applicable sales or use taxes) per month,
in sixty (60) consecutive monthly installments, with the first installment of
rent being due on the Commencement Date unless the Commencement Date is other
than the first day of a calendar month, in which event the first installment of
rent shall be due on the first day of the month following the Commencement Date,
and succeeding installments being due on the same date of each month thereafter.
In the event of any additions to the initially leased equipment, the rental rate
on any additional equipment will be the rate as shown on the Amendment to
Schedule 1 of Exhibit A adding the equipment to the lease.
(b) Lessee shall also pay to Lessor, on demand, interest
at the Late Charge Rate on any installment of rent and on any other amount owing
hereunder which is not paid on its due date, for any period for which the same
shall be overdue. Each payment made under this Lease shall be applied first to
the payment of interest then owning and then to rent or other amounts owing
hereunder. Interest shall be computed on the basis of a 360-day year and actual
days elapsed.
(c) This Lease is a net lease, and Lessee's obligation
to pay all rent and all other amounts payable hereunder is ABSOLUTE AND
UNCONDITIONAL under any and all circumstances and shall not be affected by any
circumstances of any character whatsoever, including, without limitation, (i)
any set-off, counterclaim, recoupment, defense, abatement or reduction or any
right which Lessee may have against Lessor, the manufacturer or supplier of any
of the equipment or anyone else for any reason whatsoever; (ii) any defect in
the title, condition, design, or operation of, or lack of fitness for use of, or
any damage to, or loss of, all or any part of the equipment from any cause
whatsoever; (iii) the existence of any Liens with respect to the equipment; (iv)
the invalidity, unenforceability or disaffirmance of this Lease or any other
document related hereto; or (v) the prohibition of or interference with the use
or possession by Lessee of all or any part of the equipment, for any reason
whatsoever, including without limitation, by reason of (1) claims for patent,
trademark or copyright infringement; (2) present or future governmental laws,
rules or orders; (3) the insolvency, bankruptcy or reorganization of any person;
and (4) any other cause whether similar or dissimilar to the foregoing, any
present or
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future law to the contrary notwithstanding. Lessee hereby waives, to the extent
permitted by applicable law, any and all rights which it may now have or which
may at any time hereafter be conferred upon it, by statute or otherwise, to
terminate, cancel, quit or surrender the lease of any equipment. If for any
reason whatsoever this Lease or any Supplement, other than pursuant to Section
16(b) hereof, shall be terminated in whole or in part by operation of law or
otherwise, Lessee will nonetheless pay to Lessor an amount equal to each
installment of rent at the time such installment would have become due and
payable in accordance with the terms hereof. Each payment of rent or other
amount paid by Lessee hereunder shall be final and Lessee will not seek to
recover all or any part of such payment for Lessor for any reason whatsoever.
6. WARRANTY DISCLAIMER; ASSIGNMENT OF WARRANTIES.
(a) LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE
MADE AND LESSEE HEREBY EXPRESSLY WAIVES ANY WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, AS TO THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR
PURPOSE. FREEDOM FROM INTERFERENCE OR INFRINGEMENT OR THE LIKE, OR AS TO THE
TITLE TO OR LESSOR'S OR LESSEE'S INTEREST IN THE EQUIPMENT OR AS TO ANY OTHER
MATTER RELATING TO THE EQUIPMENT OR ANY PART THEREOF.
LESSEE CONFIRMS THAT IT HAS SELECTED THE EQUIPMENT AND
EACH PART THEREOF ON THE BASIS OF ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS
RELIANCE UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY LESSOR.
LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE
ANY REPRESENTATION OR WARRANTY AS TO THE ACCOUNTING TREATMENT TO BE ACCORDED TO
THE TRANSACTIONS CONTEMPLATED BY THIS LEASE OR AS TO ANY TAX CONSEQUENCES AND/OR
TAX TREATMENT THEREOF.
(b) LESSOR HEREBY ASSIGNS TO LESSEE SUCH RIGHTS AS
LESSOR MAY HAVE (TO EXTENT LESSOR MAY VALIDLY ASSIGN SUCH RIGHTS) UNDER ALL
MANUFACTURERS' AND SUPPLIERS' WARRANTIES WITH RESPECT TO THE EQUIPMENT;
PROVIDED, HOWEVER, THAT THE FOREGOING RIGHTS SHALL AUTOMATICALLY REVERT TO
LESSOR UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT
HEREUNDER, OR UPON THE RETURN OF THE EQUIPMENT TO LESSOR. LESSEE AGREES TO
SETTLE ALL CLAIMS WITH RESPECT TO THE EQUIPMENT DIRECTLY WITH THE MANUFACTURERS
OR SUPPLIERS THEREOF, AND TO GIVE LESSOR PROMPT NOTICE OF ANY SUCH SETTLEMENT
AND THE DETAILS OF SUCH SETTLEMENT. HOWEVER, IN THE EVENT ANY WARRANTIES ARE NOT
ASSIGNABLE, THE LESSOR AGREES TO ACT ON BEHALF OF THE LESSEE IN SETTLING CLAIMS
ARISING UNDER THE WARRANTY WITH THE MANUFACTURER OR SUPPLIER.
(c) IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSS OF
REVENUE OR PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY NATURE OR FROM ANY CAUSE EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
7. Disposition of Equipment.
(a) Return.
Lessee shall, upon the expiration of the Lease Term of
each item of equipment, subject to paragraph (b) below, return such item of
equipment to Lessor at such place within the continental United States of
America as Lessor shall designate in writing to Lessee. Until such item of
equipment is returned to Lessor pursuant to the provisions of this Section , all
of the provisions of this Lease with respect thereto shall continue in full
force and effect. Lease shall pay all the costs and expenses in connection with
or incidental to the return of the equipment, including, without limitation, the
cost of removing, assembling, packing, insuring and transporting the
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equipment. All the time of such return, the equipment shall be in the condition
and repair required to be maintained by Section 12 hereof and free and clear of
all Liens.
(b) Purchase Option.
So long as no Default or Event of Default shall have
occurred and be continuing, Lessee may, by written notice given to Lessor at
least 120 days (but not more than 360 days) prior to the expiration date of the
Lease Term of any item of equipment (which notice shall be irrevocable), elect
to purchase such item of equipment on such expiration date for a cash purchase
price equal to the Fair Market Sale Value of such item of equipment determined
as of such expiration date, plus an amount equal to all taxes (other than income
taxes on any gain on such sale), costs and expenses (including legal fees and
expenses) incurred or paid by Lessor in connection with such sale. Upon payment
by Lessee of such purchase price, and of all other amounts then due and payable
by Lessee hereunder, Lessor shall transfer title to such items of equipment
except computer software to Lessee on an "as-is, where-is" basis, without
recourse and without representation or warranty of any kind, express or implied,
other than a representation and warranty that such item of equipment is free and
clear of any Lessor's Liens.
8. Representation and Warranties.
In order to induce Lessor to enter into this Lease and
to lease the equipment to Lessee hereunder, Lessee represents and warrants
that:
(a) Organization.
Lessee is duly organized, validly existing and in good
standing under the laws of the State of Nevada and is duly qualified to do
business and is in good standing in the State in which the equipment will be
located.
(b) Power and Authority.
Lessee has full power, authority and legal right to
execute, deliver and perform this Lease, and the execution, delivery and
performance hereof has been duly authorized by Lessee's governing body or
officer(s).
(c) Enforceability.
This Lease has been duly executed and delivered by
Lessee and constitutes a legal, valid and binding obligation of Lessee
enforceable in accordance with its terms.
(d) Consents and Permits.
The execution, delivery and performance of this Lease
does not require any approval or consent of any trustee, shareholder,
partner, sole proprietor, or holders of any indebtedness or obligations of
Lessee, and will not contravene any law, regulation, judgment or decree
applicable to Lessee, or the certificate of partnership or incorporation or
by-laws of Lessee, or contravene the provisions of, or constitute a default
under, or result in the creation of any Lien upon any property of Lessee under
any mortgage, instrument or other agreement to which Lessee is a party or by
which Lessee or its assets may be bound or affected, and no authorization,
approval, license, filing or registration with any court or governmental agency
or instrumentality is necessary in connection with the execution, delivery,
performance, validity and enforceability of this Lease.
(e) Financial Condition of the Lessee.
The financial statements of Lessee heretofore furnished
to Lessor are complete and correct and fairly present the financial
condition of Lessee and the results of its operations for the respective periods
covered thereby, there are no known contingent liabilities or liabilities for
taxes of Lessee which are not reflected in said
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financial statements and since the date thereof, there has been no material
adverse change in such financial condition or operations.
(f) No Litigation.
There is no action, suit, investigation or proceeding by
or before any court, arbitrator, administrative agency or other governmental
authority pending or threatened against or affecting Lessee (A) which involves
the transactions contemplated by this Lease or the equipment; or (B) which, if
adversely determined, could have a material adverse effect on the financial
condition, business or operations of Lessee.
(g) United States Source Income.
No items of equipment shall be used in a way that
results in the creation of an item of income to Lessor, the source of which for
Federal Income Tax purposes is without the United States.
9. Liens.
Lessee will not directly or indirectly create, incur,
assume, suffer, or permit to exist any Lien on or with respect to the
equipment.
10. Insurance.
Lessee shall maintain at all times on the equipment, at
its expense, property damage, direct damage and liability insurance in such
amounts, against such risks, in such form and with such insurers as shall be
reasonably satisfactory to Lessor and any other Owner; provided, that the amount
of direct damage insurance shall not on any date be less than the greater of the
full replacement value or the Stipulated Loss Value of the equipment as of such
date. Each insurance policy will, among other things, name Lessor and any other
Owner as an additional insured or as loss payee (as the case may be) as their
interests may appear, require that the insurer give Lessor and any such Owner at
least thirty (30) days prior written notice of any alteration in or cancellation
of the terms of such policy, and require that the interest of Lessor and any
such Owner be continued insured regardless of any breach of or violation by
Lessee of any warranties, declarations or conditions contained in such insurance
policy. Lessee shall furnish to Lessor and such Owner a certificate or other
evidence satisfactory to Lessor that such insurance coverage is in effect
provided, however, that Lessor and such Owner shall be under no duty to
ascertain the existence or adequacy of such insurance.
11. Taxes.
(a) General Tax Provisions.
Lessee shall pay, and shall indemnify and hold Lessor
harmless from and against, all fees, taxes (whether sales, use, excise,
personal property or other taxes), imposts, duties, withholdings, assessments
and other governmental charges of whatever kind or character, however designated
(together with any penalties, fines or interest thereon), all of the foregoing
being herein collectively called "Impositions," which are at any time levied or
imposed against Lessor, Lessee, this Lease, the equipment or any part thereof by
any Federal, State, or Local Government or taxing authority in the United States
or by any foreign government or any subdivision or taxing authority thereof
upon, with respect to, as a result of or measured by (i) the equipment (or any
part thereof), or this Lease or the interests of the Lessor therein; or (ii) the
purchase, ownership, delivery, leasing, possession, maintenance, use, operation,
return, sale or other disposition of the equipment or any part thereof; or (iii)
the rentals, receipts or earnings payable under this Lease or otherwise arising
from the equipment or any part thereof; excluding, however, taxes based on or
measured by the net income of Lessor that are imposed by (1) the United States
of America, or (2) the State of Florida or any political subdivision of the
State of Florida, or (3) any other State of the United States of America or any
political subdivision of any such State in which Lessor is subject to
Impositions as the result (whether solely or in part) of business or
transactions unrelated to this Lease. In case any report or return is required
to be filed with respect to any obligation of Lessee under this Section or
arising out of
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this Section , Lessee will notify Lessor of such requirement and
make such report or return in such manner as shall be satisfactory to Lessor;
provided, that the payment of any use taxes shall be made in such manner as
specified by Lessor in writing to Lessee; or (iv) The provisions of this Section
shall survive the expiration or earlier termination of this Lease.
(b) Special Tax Provisions.
(i) The Owner of the items of equipment,
shall be entitled to take into account in computing its Federal income tax
liability, Current Tax Rate and such deductions, credits, and other benefits as
are provided by the Code to an owner of property, including, without limitation:
(A) Recovery deductions ("Recovery
Deductions") under Section 168 (a) of the Code for each item of equipment in an
amount determined, commencing with the 1996 taxable year, by multiplying the
Owner's Cost of such item of equipment by the percentage applicable under
Section 168(b) of the Code with respect to "(5)-year property" within the
meaning of Section 168 (c) (2) of the Code;
(B) Amortization of expenses
("Amortization Deductions") paid or to be paid by Owner in connection with this
Lease at a rate no less rapid than straight line over the Lease Term.
(ii) For the purposes of this Subsection 11
(b) only, the term "Owner" shall include the "common parent" and all other
corporations included in the affiliated group, within the meaning of Section
1504 of the Code (or any other successor section thereto), of which Owner is or
becomes a member.
12. Compliance with Laws; Operation and Maintenance.
(a) Lessee will use the equipment in a careful and
proper manner, will comply with and conform to all governmental laws, rules and
regulations relating thereto, and will cause the equipment to be operated in
accordance with the manufacturer's or supplier's instructions or manuals.
(b) Lessee will, at its own expense, keep and maintain
the equipment in good repair, condition and working order and furnish all parts,
replacements, mechanisms, devices and servicing required therefor so that the
value, condition and operating efficiency therefor will at all times be
maintained and preserved, reasonable wear and tear excepted. All such repairs,
parts, mechanisms, devices and replacements shall immediately, without further
act, become the property of Lessor and part of the equipment.
(c) Lessee will not make or authorize any improvement,
change, addition or alteration to the equipment (i) if such improvement, change,
addition or alteration will impair the originally intended function or use of
the equipment or impair the value of the equipment as it existed immediately
prior to such improvement, change, addition or alteration; or (ii) if any parts
installed in or attached to or otherwise becoming a part of the equipment as a
result of any such improvement, change, addition or alteration shall not be
readily removable without damage to the equipment. Any part which is added to
the equipment without violating the provisions of the immediately preceding
sentence and which is not a replacement or substitution for any property which
was a part of the equipment, shall remain the property of Lessee and may be
removed by Lessee at any time prior to the expiration or earlier termination of
the Lease Term. All such parts shall be and remain free and clear of any Liens.
Any such part which is not so removed prior to the expiration or earlier
termination of the Lease Term shall, without further act, become the property of
Lessor.
13. Inspection.
Upon prior notice, Lessor or its authorized
representatives may at any reasonable time or times inspect the equipment when
it deems it necessary to protect its interest therein.
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14. Identification.
Lessee shall, at its expense, attach to each item of
equipment a notice satisfactory to Lessor disclosing Owner's ownership of such
item of equipment.
15. Personal Property.
Lessee represents that the equipment shall be and at
all times remain separately identifiable personal property. Lessee shall, at its
expense, take such action (including the obtaining and recording of waivers) as
may be necessary to prevent any third party from acquiring any right to or
interest in the equipment by virtue of the equipment being deemed to be real
property or a part of real property or a part of other personal property, and if
at any time any person shall claim any such right or interest, Lessee shall, at
its expense, cause such claim to be waived in writing or otherwise eliminated to
Lessor's satisfaction within 30 days after such claim shall have first become
known to Lessee.
16. Loss or Damage.
(a) All risk of loss, theft, damage or destruction to
the equipment or any part thereof, however incurred or occasioned, shall be
borne by Lessee and, unless such occurrence constitutes an Event of Loss
pursuant to paragraph (b) of this Section , Lessee shall promptly give Lessor
written notice hereof and shall promptly cause the affected part or parts of the
equipment to be replaced or restored to the condition and repair required to be
maintained by Section 12 hereof.
(b) If an Event of Loss with respect to any item of
equipment shall occur, Lessee shall promptly give Lessor written notice thereof,
and Lessee shall pay to Lessor as soon as it receives insurance proceeds with
respect to said Event of Loss but in any event no later than 90 days after the
occurrence of said Event of Loss an amount equal to the sum of (i) the
Stipulated Loss Value of such item of equipment computed as of the Rent Payment
Date with respect to such item of equipment on or immediately preceding the date
of the occurrence of such Event of Loss; and (ii) all rent and other amounts due
and owing hereunder for such item of equipment on or prior to the Loss Payment
Date. Upon payment of such amount to Lessor, the lease of such item of equipment
hereunder shall terminate, and Lessor will transfer within forty days to Lessee,
Lessor's right, title and interest in and to such item of equipment, on an
"as-is, where-is" basis, without recourse and without representation or
warranty, express or implied, other than a representation and warranty that such
item of equipment is free and clear of any Lessor's Liens.
(c) Any payments received at any time by Lessor or
Lessee from any insurer with respect to loss or damage to the equipment shall be
applied as follows: (i) if such payments are received with respect to an Event
of Loss they shall be paid to Lessor, but to the extent received by Lessor, they
shall reduce or discharge, as the case may be, Lessee's obligation to pay the
amounts due to Lessor under Section 16(b) hereof with respect to such Event of
Loss; or (ii) if such payments are received with respect to any loss of or
damage to the equipment other than an Event of Loss, such payments shall, unless
a Default or Event of Default shall have occurred and be continuing, be paid
over to Lessee to reimburse Lessee for its payment of the costs and expenses
incurred by Lessee in replacing or restoring pursuant to Section 16 (a) hereof
the part or parts of the equipment which suffered such loss or damage.
17. General Indemnity.
Lessee assumes liability for, and shall indemnify,
protect save and keep harmless Lessor and its agents, servants, successors and
assigns (an "Indemnitee") from and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs and expenses,
including reasonable legal expenses, of whatsoever kind and nature, imposed on,
incurred by or asserted against any Indemnitee, in any way relating to or
arising out of this Lease or the enforcement hereof, or the manufacture,
purchase, acceptance, rejection, ownership, possession, use, selection,
delivery, lease, operation, condition, sale, return or other disposition of the
equipment or any part thereof (including, without limitation, latent or other
defects, whether or not discoverable by Lessee or any
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other person, any claim in tort for strict liability and any claim for patent,
trademark or copyright infringement); provided, however, that Lessee shall not
be required to indemnify any Indemnitee for loss or liability arising from acts
or events which occur after the equipment has been returned to Lessor in
accordance with the Lease, or for loss or liability resulting solely from the
willful misconduct or gross negligence of such Indemnitee. The provisions of
this Section shall survive the expiration or earlier termination of this Lease.
18. Events of Default.
The following events shall each constitute an event of
default (herein called "Event of Default") under this Lease:
(i) Lessee shall fail to execute and deliver
to Lessor (or Lessor's agent) the "Delivery Certificate" within twenty-four (24)
hours of Turnover of the equipment to Lessee.
(ii) Lessee shall fail to commence lease
payments on the first day of the month following the Commencement Date, or such
other initiation of lease payments as specified in Section 5 of this Lease.
(iii) Lessee shall fail to make any payment
of rent or other amount owing hereunder after notice has been given that payment
is past due; or
(iv) Lessee shall fail to maintain the
insurance required by Section 10 hereof or to perform or observe any of the
covenants contained in Sections 21 or 22 hereof; or
(v) Lessee shall fail to perform or observe
any other covenant, condition or agreement to be performed or observed by it
with respect to this Lease and such failure shall continue unremedied for 30
days after the earlier of (a) the date on which Lessee obtains, or should have
obtained knowledge of such failure; or (b) the date on which notice thereof
shall be given by Lessor to Lessee; or
(vi) Any representation or warranty made by
Lessee herein or in any document, certificate or financial or other statement
now or hereafter furnished Lessor in connection with this Lease shall prove at
any time to have been untrue, incomplete or misleading in any material respect
as of the time when made; or
(vii) The entry of a decree or order for
relief by a court having jurisdiction in respect of Lessee, adjudging Lessee a
bankrupt or insolvent, or approving as properly filed a petition seeking a
reorganization, arrangement, adjustment or composition of or in respect of
Lessee in an involuntary proceeding or case under the Federal bankruptcy laws,
as now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or similar official)
of Lessee of any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 30 days; or
(viii) The institution by Lessee of
proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to
the institution of bankruptcy or insolvency proceedings against it, or the
commencement by Lessee of a voluntary proceeding or case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or state bankruptcy, insolvency or other similar law, or the consent by
it to the filing of any such petition or to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or other similar official) of Lessee or of any substantial part of
its property, or the making by it of any assignment for the benefit of creditors
or the admission by it of its inability to pay its debts generally as they
become due or its willingness to be adjudicated a bankrupt or the failure of
Lessee generally to pay its debts as they become due or the taking of corporate
action by Lessee in furtherance of any of the foregoing.
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19. Remedies.
If an Event of Default specified in Subsection 18(vii)
or (viii) above shall occur, then, and in any such event, Lessor shall not
be obligated to purchase or lease any of the equipment and this Lease shall,
without any declaration or other action by Lessor, be in default. If an Event of
Default, other than an Event of Default specified in Subsection 18(vii) or
(viii) above, shall occur, Lessor may, at its option, declare this Lease to be
in default. At any time after this Lease is in default under the first sentence
of this Section 19, Lessor has declared this Lease to be in default under the
second sentence of this Section 19, Lessor and/or its representative may do any
one or more of the following with respect to all of the equipment or any part
thereof as Lessor in its sole discretion shall elect, to the extent permitted by
applicable law then in effect:
(a) demand that Lessee, and Lessee shall at its expense
upon such demand, return the equipment promptly to Lessor at such place in the
continental United States of America as Lessor shall specify, or Lessor and/or
its agents, at its option, may with or without entry upon the premises where the
equipment is located and disable the equipment, or make the equipment inoperable
permanently or temporarily in Lessor's sole discretion, and/or take immediate
possession of the equipment and remove the same by summary proceedings or
otherwise, all without liability for or by reason of such entry or taking of
possession, whether for the restoration of damage to property caused by such
taking or for disabling or otherwise;
(b) sell the equipment at public or private sale, with
or without notice, advertisement or publication, as Lessor may determine, or
otherwise dispose of, hold, use, operate, lease to others or keep idle the
equipment as Lessor in its sole discretion may determine, all free and clear of
any rights of Lessee and without any duty to account to Lessee with respect to
such action or inaction or for any proceeds with respect thereto;
(c) by written notice to Lessee specifying a payment
date which shall be not earlier than 20 days after the date of such notice,
demand that Lessee pay to Lessor, and Lessee shall pay to Lessor, on the payment
date specified in such notice, as liquidated damages for loss of a bargain and
not as a penalty, all accrued and unpaid rent for the equipment due on all Rent
Payment Dates up to and including the payment date specified in such notice plus
an amount (together with interest on such amount at the Late Charge Rate, from
the payment date specified in such notice to the date of actual payment) equal
to the excess, if any, of the Stipulated Loss Value of the equipment as of the
payment date specified in such notice over the Fair Market Sale Value of the
equipment as of such date;
(d) Lessor may exercise any other right or remedy which
may be available to it under applicable law or proceed by appropriate court
action to enforce the terms hereof or to recover damages for the breach hereof
or to rescind this Lease. Lessor is entitled to recover any amount that fully
compensates the Lessor for any damage to or loss of the Lessor's residual
interest in the leased property caused by the Lessee's default.
In the event any present value discounting is applied,
the discount rate used shall be the Federal Reserve Board Discount Rate.
In addition, Lessee shall be liable for any and all
unpaid rent and other amounts due hereunder before or during the exercise of
any of the foregoing remedies and for all reasonable legal fees and other costs
and expenses incurred by reason of the occurrence of any Event of Default or the
exercise of Lessor's remedies with respect thereto, including all reasonable
costs and expenses incurred in connection with the placing of the equipment in
the condition required by Section 12 hereof.
No remedy referred to in this Section 19 is intended to
be exclusive, but each shall be cumulative and in addition to any other
remedy referred to herein or otherwise available to Lessor at law or in equity;
and the exercise or beginning of exercise by Lessor of any one or more of such
remedies shall not preclude the simultaneous or later exercise by Lessor of any
or all such other remedies. No express or implied waiver by Lessor of an Event
of Default shall in any way be, or be construed to be, a waiver of any future or
subsequent Event of Default. To the extent permitted by applicable law, Lessee
hereby waives any rights now or hereafter conferred by statute or
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otherwise which may require Lessor to sell or lease or otherwise use the
equipment in mitigation of Lessor's damages or losses or which may otherwise
limit or modify any of Lessor's rights or remedies under this Lease.
20. Lessor's Right to Perform.
If Lessee fails to make any payment required to be made
by it hereunder or fails to perform or comply with any of its other agreements
contained herein, Lessor may itself make such payment or perform or comply with
such agreement, and the amount of such payment and the amount of the reasonable
expenses of Lessor incurred in connection with such payment or the performance
of or compliance with such agreement, as the case may be, together with interest
thereon at the Late Charge Rate, shall be deemed to be additional rent, payable
by Lessee within 30 days of notice.
21. LOCATION; ASSIGNMENT OR SUBLEASE; TITLE TRANSFER.
(a) LESSEE WILL NOT REMOVE THE EQUIPMENT FROM THE
LOCATION SPECIFIED IN SCHEDULE 1 OF EXHIBIT A WITHOUT THE PRIOR WRITTEN CONSENT
OF LESSOR, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, EXCEPT REMOVAL OUTSIDE
THE CONTINENTAL U.S. IS NOT PERMITTED. THE EQUIPMENT SHALL AT ALL TIMES BE IN
THE SOLE POSSESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF LESSOR, ASSIGN THIS LEASE OR ANY INTEREST HEREIN OR SUBLEASE
OR OTHERWISE TRANSFER ITS INTEREST IN ANY OF THE EQUIPMENT, AND ANY ATTEMPTED
ASSIGNMENT, SUBLEASE OR OTHER TRANSFER BY LESSEE IN VIOLATION OF THESE
PROVISIONS SHALL BE VOID.
(b) LESSOR AND LESSEE ACKNOWLEDGE THAT LESSOR (i) MAY
TRANSFER ITS INTEREST IN THE EQUIPMENT TO AN OWNER OTHER THAN LESSOR. LESSOR MAY
CONTEMPORANEOUSLY THEREWITH LEASE THE EQUIPMENT BACK FROM SUCH OWNER, AND (ii)
MAY ASSIGN THIS LEASE. LESSEE HEREBY CONSENTS TO EACH OF THE ABOVE-DESCRIBED
TRANSACTIONS. FURTHER LESSEE DOES HEREBY ACKNOWLEDGE (i) THAT ANY SUCH
ASSIGNMENT BY LESSOR DOES NOT MATERIALLY CHANGE LESSEE'S DUTIES AND OBLIGATION
HEREUNDER, (ii) THAT SUCH ASSIGNMENT DOES NOT MATERIALLY INCREASE THE BURDEN OR
RIGHT IMPOSED ON THE LESSEE, AND (iii) THAT THE ASSIGNMENT IS PERMITTED EVEN IF
THE ASSIGNMENT COULD BE DEEMED TO MATERIALLY AFFECT THE INTEREST OF THE LESSEE.
22. Status Changes in Lessee.
Lessee will not without thirty (30) days prior written
notice to Lessor, (a) enter into any transaction of merger or consolidation
unless it is the surviving corporation or after giving effect to such merger or
consolidation its net worth equals or exceeds that which existed prior to such
merger or consolidation; or (b) change the form of organization of its business;
or (c) change its name or its chief place of business. Lessee must obtain
Lessor's prior written concurrence before Lessee may undertake any actions to
(a) liquidate or dissolve or similar action of the Lessee's organization, or (b)
sell, transfer or otherwise dispose of all or any substantial part of Lessee's
assets.
23. Further Assurances; Financial Information.
(a) Lessee will, at its expense, promptly and duly
execute and deliver to Lessor such further documents and assurances and take
such further action as Lessor may from time to time reasonably request in order
to establish and protect the rights, interests and remedies created or intended
to be created in favor of Lessor hereunder, including, without limitation, the
execution and filing of Uniform Commercial Code financing statements covering
the equipment and proceeds therefrom in the jurisdictions in which the equipment
is located from time to time. To the extent permitted by applicable law, Lessee
hereby authorizes Lessor to file any such financing statements without the
signature of Lessee.
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(b) Lessee will qualify to do business and remain
qualified in good standing, in each jurisdiction in which the equipment is from
time to time located.
(c) Lessee will furnish to Lessor as soon as available,
but in any event not later than 90 days after the end of each fiscal year of
Lessee, a consolidated balance sheet of Lessee as at the end of such fiscal
year, and consolidated statements of income and changes in financial position of
Lessee for such fiscal year, all in reasonable detail, prepared in accordance
with generally accepted accounting principles applied on a basis consistently
maintained throughout the period involved. These reports will not be disclosed
to anyone other than the Lessor and/or the Owner as provided in Section 21(b).
24. Notices.
All notices, demands and other communications hereunder
shall be in writing, and shall be deemed to have been given or made when
deposited in the United States mail, first class postage prepaid, addressed as
follows or to such other address as any of the authorized representatives of the
following entities may from time to time designate in writing to the other
listed below:
Lessor: TELECOMMUNICATIONS FINANCE GROUP
000 Xxxxxxxx Xxxx
Xxxx Xxxx, Xxxxxxx 00000
Lessee: STAR VENDING, INC.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxxx, XX 00000
25. Conditions Precedent:
(a) Lessor shall not be obligated to lease the items of
equipment described herein to Lessee hereunder unless:
(i) Such Uniform Commercial Code financing
statements covering equipment and proceeds therefrom and landlord and/or
mortgagee waivers or disclaimers and/or severance agreements with respect to the
items of equipment covered by this Lease as Lessor shall deem necessary or
desirable in order to perfect and protect its interests therein shall have been
duly executed and filed, at Lessee's expense, in such public offices as Lessor
shall direct;
(ii) All representations and warranties of
Lessee contained herein or in any document or certificate furnished Lessor in
connection herewith shall be true and correct on and as of the date of this
Lease with the same force and effect as if made on and as of such date; no Event
of Default or Default shall be in existence on such date or shall occur as a
result of the lease by Lessee of the equipment specified in Schedule 1 of
Exhibit A;
(iii) In the sole judgment of Lessor, there
shall have been no material adverse change in the financial condition or
business of Lessee;
(iv) All proceedings to be taken in
connection with the transactions contemplated by this Lease, and all documents
incidental thereto, shall be satisfactory in form and substance to Lessor and
its counsel;
(v) Lessor shall have received from Lessee,
in form and substance satisfactory to it, such other documents and information
as Lessor shall reasonably request;
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(vi) All legal matters in connection with
the transactions contemplated by this Lease shall be satisfactory to Lessor's
counsel; and
(vii) No Change in Tax Law, which in the
sole judgment of Lessor would adversely affect Lessor's Economics, shall have
occurred or shall appear, in Lessor's good faith judgment, to be imminent.
26. Software License.
Reference is made to the form of Software Product
License Agreement attached hereto as Exhibit B (the "License Document"). Lessor
has arranged for the equipment manufacturer to grant Lessee a license to use the
Software as defined in the License Document in conjunction with the equipment
leased hereunder in accordance with the terms of the License Document. The
original license fee is contained in the lease rate. To avail itself of the
license grant, Lessee must execute the License Document, upon Commencement of
the Lease. "Buyer" and "Licensee" as used in the License Document are synonymous
with lessee.
27. LIMITATION OF LIABILITY.
LESSOR SHALL NOT BE LIABLE FOR LOST PROFITS OR
REVENUE, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY
NATURE OR FROM ANY CAUSE WHETHER BASED IN CONTRACT OR TORT, INCLUDING
NEGLIGENCE, OR OTHER LEGAL THEORY EVEN IF LESSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. LESSEE HEREBY AGREES THAT LESSOR WILL NOT BE LIABLE
FOR ANY LOST PROFITS OR REVENUE OR FOR ANY CLAIM OR DEMAND AGAINST LESSEE BY ANY
OTHER PARTY.
28. Miscellaneous.
(a) Any provision of this Lease which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provisions in any
other jurisdiction. To the extent permitted by applicable law, Lessee hereby
waives any provision of law which renders any provision hereof prohibited or
unenforceable in any respect.
(b) No terms or provisions of this Lease may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which the enforcement of the change, waiver,
discharge or termination is sought. No delay or failure on the part of Lessor to
exercise any power or right hereunder shall operate as a waiver thereof, nor as
an acquiescence in any default, nor shall any single or partial exercise of any
power or right preclude any other or further exercise thereof, or the exercise
of any other power or right. After the occurrence of any Default or Event of
Default, the acceptance by Lessor of any payment of rent or other sum owed by
Lessee pursuant hereto shall not constitute a waiver by Lessor of such Default
or Event of Default, regardless of Lessor's knowledge or lack of knowledge
thereof at the time of acceptance of any such payment, and shall not constitute
a reinstatement of this Lease, if this Lease shall have been declared in default
by Lessor pursuant to Section 18 hereof or otherwise, unless Lessor shall have
agreed in writing to reinstate the Lease and to waive the Default or Event of
Default.
In the event Lessee tenders payment to Lessor by check or draft
containing a qualified endorsement purporting to limit or modify Lessee's
liability or obligations under this Lease, such qualified endorsement shall be
of no force and effect even if Lessor processes the check or draft for payment.
(c) This Lease with exhibits contains the full, final
and exclusive statement of the agreement between Lessor and Lessee relating to
the lease of the equipment.
(d) This Lease shall constitute an agreement of an
operating lease, and nothing herein shall be construed as conveying to Lessee
any right, title or interest in the equipment except as Lessee only.
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(e) This Lease and the covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, Lessor and
its successors and assigns and Lessee and, to the extent permitted by Section 21
hereof, its successors and assigns.
(f) The headings of the Sections are for convenience of
reference only, are not a part of this Lease and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.
(g) This Lease may be executed by the parties hereto on
any number of separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
(h) This Lease is deemed made and entered into in the
State of Florida and shall be governed by and construed under and in accordance
with the laws of the State of Florida as if both parties were residents of
Florida.
(i) Lessee hereby irrevocably consents and agrees that
any legal action, suit, or proceeding arising out of or in any way in connection
with this Lease shall be instituted or brought in the courts of the State of
Florida, or the United States Courts for the District of Florida, and by
execution and delivery of this Lease, Lessee hereby irrevocably accepts and
submits to, for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of any such court, and to all
proceedings in such courts. Lessee irrevocably consents to service of any
summons and/or legal process by registered or certified United States mail,
postage prepaid, to Lessee at the address set forth in Section 24 hereof, such
method of service to constitute, in every respect, sufficient and effective
service of process in any legal action or proceeding. Nothing in this Lease
shall affect the right to service of process in any other manner permitted by
law or limit the right of Lessor to bring actions, suits or proceedings in the
court of any other jurisdiction. Lessee further agrees that final judgment
against it in any such legal action, suit or proceeding shall be conclusive and
may be enforced in any other jurisdiction, within or outside the United States
of America, by suit on the judgment, a certified or exemplified copy of which
shall be conclusive evidence of the fact and the amount of the liability.
IN WITNESS WHEREOF, Lessor and Lessee have each cause this Lease to
be duly executed as of the day and year first above written and by its signature
below Lessee expressly acknowledges that this Lease may not be modified unless
done so in a writing signed by each of the parties hereto or their successors in
interest.
STAR VENDING, INC. (Lessee)
By:
---------------------------
---------------------------
(Name & Title)
Date Signed:
-------------------
TELECOMMUNICATIONS FINANCE GROUP
By:
---------------------------
---------------------------
Authorized Representative
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Date Signed:
------------------
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STAR VENDING, INC.
SITE: NEW YORK, NEW YORK
0.01 SCHEDULE A - ORIGINAL LEASE VALUE
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
0 105.0000
1 104.1089
2 103.2055
3 102.2898
4 101.3616
5 100.4208
6 99.4672
7 98.5008
8 97.5214
9 96.5288
10 95.5230
11 94.5038
12 93.4710
13 92.4247
14 91.3644
15 90.2903
16 89.2021
17 88.0997
18 86.9829
19 85.8517
20 84.7057
21 83.5450
22 82.3694
23 81.1786
24 79.9726
25 78.7512
26 77.5143
27 76.2617
28 74.9932
29 73.7087
30 72.4080
31 71.0910
32 69.7574
33 68.4073
34 67.0402
35 65.6562
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36 64.2550
37 62.8364
38 61.4003
39 59.9466
40 58.4749
41 56.9852
42 55.4773
43 53.9510
44 52.4061
45 50.8424
46 49.2597
47 47.6578
48 46.0366
49 43.9792
50 41.9021
51 39.8050
52 37.6878
53 35.5502
54 33.3921
55 31.2133
56 29.0134
57 26.7925
58 24.5501
59 22.2862
60 20.0000
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SCHEDULE B
AMENDMENT TO LEASE AGREEMENT DATED January 3, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
STAR VENDING, INC. (LESSEE)
FOR EQUIPMENT TO BE INSTALLED IN NEW YORK, NEW YORK
A DEPOSIT EQUAL TO 5% OF LESSOR'S VALUE IS REQUIRED BY LESSOR PRIOR TO SHIPMENT,
WHICH WILL BE APPLIED FIRST TO THE FIRST INSTALLMENT OF LEASE RENT AND THEN TO
SUCCEEDING INSTALLMENTS OF LEASE RENT UNTIL FULLY UTILIZED.
IN THE EVENT OF EARLY TERMINATION OF THE LEASE DUE TO DEFAULT BY LESSEE, ANY
UNAPPLIED PORTION OF THE 5% DEPOSIT IS NON-REFUNDABLE AND WILL BE RETAINED BY
LESSOR.
IN THE EVENT LESSEE HAS MORE THAN ONE LEASE WITH LESSOR, AN EVENT OF DEFAULT FOR
ONE LEASE WILL, IN ITSELF, BE AN EVENT OF DEFAULT ON ALL OTHER LEASES IN THE
NAME OF THE LESSEE.
TELECOMMUNICATIONS FINANCE GROUP STAR VENDING, INC.
By: By:
--------------------------- ------------------------
--------------------------- ------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed:
------------------ ---------------
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SCHEDULE C
AMENDMENT TO LEASE AGREEMENT DATED January 3, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
STAR VENDING, INC. (LESSEE)
FOR EQUIPMENT TO BE INSTALLED IN NEW YORK, NEW YORK
LESSEE AFFIRMS TO THE FOLLOWING:
ALL THIRD PARTY VENDOR EQUIPMENT TO BE ADDED TO THE LEASE MUST BE PURCHASED OR
APPROVED BY THE SIEMENS XXXXXXXXX-XXXXXXX PURCHASING DEPARTMENT.
THE CUMULATIVE TOTAL OF THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED TO THE
LEASE CANNOT EXCEED 20% OF THE VALUE OF THE EQUIPMENT PROVIDED BY SIEMENS
XXXXXXXXX-XXXXXXX. THE ONLY THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED TO A
LEASE ARE APPROVED BILLING EQUIPMENT AND SYSTEMS AND OAS (OPERATOR ASSISTED
SYSTEM) EQUIPMENT. OTHER ITEMS MAY BE ADDED IF THE SIEMENS XXXXXXXXX-XXXXXXX OCC
SENIOR PROGRAM MANAGER CONFIRMS THAT IT IS NECESSARY AS AN ADDITION TO ONE OF
THE APPROVED SYSTEMS.
AN ADDITIONAL 30% MAY BE AUTHORIZED SUBJECT TO THE FURTHER LIMITATION THAT THE
DOLLAR AMOUNT OF THE ADDITIONAL 30% MAY NOT EXCEED $125,000.00.
A DEPOSIT EQUAL TO 10% OF THE THIRD PARTY VENDOR EQUIPMENT IS REQUIRED BY LESSOR
PRIOR TO ISSUING A PURCHASE ORDER TO THE THIRD PARTY VENDOR. THIS DEPOSIT WILL
BE APPLIED FIRST TO THE FIRST INSTALLMENT OF LEASE RENT IN WHICH THE VENDOR
EQUIPMENT IS INCLUDED, AND THEN TO SUCCEEDING INSTALLMENTS OF LEASE RENT UNTIL
FULLY UTILIZED.
IN THE EVENT OF EARLY TERMINATION OF THE LEASE DUE TO DEFAULT BY LESSEE, ANY
UNAPPLIED PORTION OF THE DEPOSIT IS NON-REFUNDABLE AND WILL BE RETAINED BY
LESSOR.
A 10% FEE WILL BE ADDED TO THE PRICE OF ALL THIRD PARTY VENDOR EQUIPMENT.
THIS EQUIPMENT WILL BE ADDED TO THE LEASE AT THE THEN CURRENT LEASE RATE AS
DETERMINED BY LESSOR.
TELECOMMUNICATIONS FINANCE GROUP STAR VENDING, INC.
By: By:
--------------------------- ------------------------
--------------------------- ------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed:
----------------- --------------
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EXHIBIT A
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date:______________
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by STAR VENDING, INC. ("Lessee")
pursuant to and in accordance with the Lease Agreement dated January 3, 1996
between Lessor and Lessee (the "Lease," the defined terms therein being used
herein with their defined meanings).
1. The equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lease confirms that the items of equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the equipment hereby accepted.
3. Lessee confirms that such items of equipment have been installed at:
New York, New York.
4. The Lessor's value of the items of equipment covered hereby is set
forth in the Schedule 1 of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
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IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed by its
duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# 067370 STAR VENDING, INC.
By:
--------------------------- ------------------------
--------------------------- ------------------------
(Name & Title)
Date Signed:
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE ___ DAY OF _____ 19___
By:
--------------------------
--------------------------
Authorized Representative
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SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of January 3, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and STAR VENDING, INC., as Lessee, are described below and in the attached
equipment list(s):
Equipment List
--------------
Number Description Amount
------ ----------- ------
DCO-581103 A Used Siemens Xxxxxxxxx-Xxxxxxx DCO-CS Equipped and Wired $348,500.00
for 1152 Ports, Release 12.1 CMF and a Release 14 upgrade
per DCO-581103, Issue 1, Dated 04/18/95 Including
Installation
The above described equipment to be installed at:
New York, New York
BY:
----------------------------
DATE:
---------------------------
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SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx-Xxxxxxx Issue No.: 1
Date: April 18, 1995
Installation Site: New York, New York
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Rel. 14 Upgrade
822068-800 CMF-II 1
207600-758 Frame Weldment 1
207600-861A Pkg Assy, Frt Pwr Sup Door 1
207800-089 Trim Pkg Assy Rear 1
000000-000 Xxx Assy, Front Trim 1
000000-000 Xxx Assy, Rear Door Mtg Hdr 1
207600-775A Door Assy, Front Rt (CMF) 1
207600-776A Door Assy, Left Front (CMF) 1
207630-922 Door Assy, Right Rear 1
207630-921 Door Assy, Left Rear 1
304505-385 Door Assy, Power Supply 1
822003-566A PWBA, Timeslot Interchange 4
822002-526 PWBA, TSI PGH I/F 4
822068-805 PWBA 1
822033-596A PWBA (2W) Master Clk Genr 2
822727-696A PWBA (2W) J-Proc. JH8MB 2
814722-216 PWBA, SLU Panel RS232 4
817647-902 PWBA 1
817702-546 PWBA, TMP 1
817680-546 PWBA, Bus Multiplexer II 1
814727-626 PWBA, (2W) X-Xxxxxxxxx 0
000000-000 XXXX (0X) XXXX II 1
814721-586 PWBA, 2W 16 Chan. SLU 1
000000-000 XXXX Xxxx Xxxxx 1
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822010-626 PWBA Disk Drive Assembly 2
822010-606 PWBA Power and Alarm 1
822001-566A PWBA, (2W) DBI 2
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SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx-Xxxxxxx Issue No.: 1
Date: April 18, 1995
Installation Site: New York, New York
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Rel. 14 Upgrade
822005-546A PWBA, (2W) TPPO HDI 4
822006-556A PWBA, (2W) XXX0 0
000000-000X XXXX, (0X) XXX0 4
822020-536 PWBA 2
822021-546 PWBA, TSI/XOH Termin. 2
822021-536 PWBA, TSI/XOH Termin. 2
822024-036A PWBA, (2W) Power Monitor 2
817646-901 NONE 1
817505-686 PWBA 2W Main/Intr Rep By 1
822511-546A PWBA, (2W) CBC 2
814767-026 PWBA, Diag Grading Xxx XX 0
000000-000X XXXX, (0X) XXX HDI 2
202958-464 Tape Cartridge DC6150 1
822702-526A PWBA, PXAM 2 Meg 2
822015-536 PWBA, Master Clk OSC. 1
822718-596A PWBA, (2W) Feature Processor 2
822717-716 PWBA, MIC II 2
825982 Rel 14 Start-Up 1
827060 Admin Enhancements 1
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DTF
---
817577-901 MG, DS1 Host CUA 2
817577-902 MG, Basics PWBAs DS1 CUA 2
207600-721 PWBA Guide 2
817560-606 PWBA, T1 Interface 16
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SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx-Xxxxxxx Issue No.: 1
Date: April 18, 1995
Installation Site: New York, New York
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
SS7 HARDWARE/SOFTWARE
---------------------
822057-526 PWBA, Sig Subsystem Control 2
822055-536 PWBA, Comm Link Controller 2
814742-586 PWBA, (1W) USC 3
822723-556 PWBA, Data Link III 2
003009 Common Channel Signaling System 1
003019 Service Switching Point-800 Svc 1
003069 CCS7 Link Pair Software 4
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SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx-Xxxxxxx Issue No.: 1
Date: April 18, 1995
Installation Site: New York, New York
ITEM 01
IN-PLACE, ON-SITE
DESCRIPTION QTY
----------- ---
DIGITAL TRUNK FRAME
Digital Trunk Frame 1
CUA-Digital Trunk 3
T-1 Interface 18
DTF CUA-Basic PWBA 3
Rear Panels 1
Frame and Joining Hardware 1
FCC Compliant Hardware 1
LINE/TRUNK FRAME
Line Trunk Frame (Analog) 1
Supervisory Panel 1
Term Assy PWBA 1
Loop Trunk, Reverse Battery 2
2-Way E&M Trunk 2
Tone Dial Receiver PWBA 10
TMF/VACT Receiver PWBA 14
Digital DTMF Sender 9
Optional Rear Panel 1
CUA-Trunk Ser Grp *819001909 1
CUA-Service Grp *819001908 3
Basic PWBA for Svc Ckt CUA 2
Basic PWBA for Analog CUA 1
CUA-Line 1
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SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx-Xxxxxxx Issue No.: 1
Date: April 18, 1995
Installation Site: New York, New York
ITEM 01
IN-PLACE, ON-SITE
DESCRIPTION QTY
----------- ---
POWER, RINGING & TEST FRAME
PRT 00 Frame & Power Dist. 1
100A Circuit Breaker Pkg 7
5A Circuit Breaker-AC 1
7A Circuit Breaker-AC 1
EIA Conversin Adapters 2
RM&M Optional Wiring 1
Optional Rear Panels 1
RM&M CUA 1
Cable Assy 1
Basic PWBAs - RM&M 1
PWBA Guide 1
117V AC Outlet 1
COMMON EQUIPMENT FRAME/DOCUMENTATION
Operator Position Equipment 1
Tellabs RD Adpater w/ Case 1
I-Omega Disk Drives & Cabinet 1
I-Omega Disk Cartridge 1
Batt. Dischg Frm-Top 7' 1
Wall Mounted Xxxxxx Term Bk/BR 2
Installation Material 1
SCAT Package 1
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Sup'str/Pwr & Intercon Cab. 1
Office Related Drawings 3
Standard Documentation 3
S/C Practices (SCPs) 1
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SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx-Xxxxxxx Issue No.: 1
Date: April 18, 1995
Installation Site: New York, New York
ITEM 01
IN-PLACE, ON-SITE
DESCRIPTION QTY
----------- ---
SOFTWARE FEATURES
Qty of Trunk Groups 256
No. Members per Group 10
Qty PBX Xxxx Groups 256
No. Members per Group 10
ANI Codes Validated 128
Speed Calling - Private 1
Speed Calling - Public 1
Authorization Codes - Qty 27000
Traffic Meas. Enhanced 1
Alarm Send/Check to 7/10D 1
MISCELLANEOUS
300/1200 Baud Modem 1
ETC Digicept Announcer 4 Channel 1
DEC LA 120 120 Keyboard Printer 1
TRANSMISSION TEST EQUIPMENT
DSX Panel - ADC DSX-BEST-56 1
POWER EQUIPMENT
Exide EMF Battery 175AH 1
Battery Charger 100 Amp/50V 2
Charger Rack Mtg Assy 7' 1
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EXHIBIT B
SOFTWARE LICENSE AGREEMENT
Lessee (hereinafter referred to as "Licensee") will acquire under lease certain
Siemens Xxxxxxxxx-Xxxxxxx (hereinafter referred to as "Licensor") products the
"Designated Product" (defined below), which utilizes the "Software Product" in
the operation of the Designated Product. The Software Product is furnished
pursuant to the following terms and conditions.
1. DEFINITIONS
In addition to definitions contained elsewhere herein, certain terms
shall have meanings as follows:
1.1 "Affiliate" means any other entity directly or
indirectly controlling or controlled by a party hereto
or directly or indirectly controlled by a parent entity
in common with such party. Control means the ownership
of at least fifty (50) percent of the voting rights in
such entity. And, as to Licensor, includes the partners
comprising it and their parents, subsidiaries and
subsidiaries of such parents.
1.2 "Designated Product" means the Siemens Xxxxxxxxx-Xxxxxxx
equipment supplied to the Licensee under a lease of
which this Software License Agreement forms a part.
1.3 "Modification" means any change to the Software Product.
1.4 "Modification Grant-Back Rights" means royalty-free,
worldwide non-exclusive rights to make, have made,
license (including disposition to an end-user) and use
under copyrights to software, patents, copyrights to
firmware and semiconductor mask registration rights in
and to Modifications and to make derivative works with
the right to sub-license to Affiliates (such sublicense
to survive any subsequent termination of the
affiliation).
1.5 "Software Product" means the software computer program,
including activated and non-activated features, which is
provided for use in the operation of the Designated
Product and which includes the following materials: (i)
a set of machine readable computer program instructions
recorded on magnetic tape or other storage media; (ii) a
source code listing of the data base portion (if any) of
the computer program instructions augmented by the
programmer's annotations; (iii) all releases, issues or
short sequences of computer program instruction
modifications ("patches") furnished by Licensor to the
Licensee as a replacement for, or for the modification
of, previously furnished materials; (iv) all derivative
works or Modifications, by whomever made, of any of the
foregoing and (v) all copies of any of the foregoing, in
whole or in part, by whomever made.
2. LICENSE GRANT
In consideration of the right-to-use fee stated in the Licensor's invoice for
the Designated Product, the Licensor grants for as long as Licensee or its
authorized assignee uses the Designated Product in the manner provided below,
and the Licensee accepts, an indivisible, non-exclusive and non-transferable
(except as provided in Section 2.1) license in each Software Product furnished
hereunder to use the Software Product, less the non-activated features, only on
the Designated Product for the sole purpose of operating the Designated Product
as a public telecommunications switching system subject to the following
conditions.
2.1 The Licensee Agrees: (i) to limit its use of each
Software Product solely to the operation of the
Designated Product on which it was originally installed
and no other purpose; (ii) to limit its making of copies
of the Software Product, in whole or in part, to copies
reasonably necessary for the operation of the Designated
Product and for archival purposes and shall make none
other, (iii) to reproduce all proprietary notices,
including the copyright notices of the Licensor, which
appear on or are encoded within the Software Product in
the form or forms in which the Software Product is
received from the Licensor, upon all copies, derivative
works or other modifications
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34
which the Licensee shall make; (iv) that the Software
Product (physical materials, including all copies by
whomever made) shall be the property of the Licensor;
(v) not to do, cause or permit to be done, anything to
activate any of the subsisting non-activated computer
instruction steps therein; (vi) not to, nor attempt to,
decompile or reverse assemble all or any portion of the
Software Product, nor shall it authorize or permit any
others to do so; and (vii) that the Software Product is
the proprietary material of Licensor and Licensee shall
keep the Software Product confidential, treat it as it
does its own proprietary materials and disclose it only
to its employees that have a need to know and third
parties who are needed to maintain the Designated
Product provided such third parties have agreed in
writing to keep the Software Product confidential.
2.2 Licensor reserves to itself the exclusive right to cause
the subsisting non-enabled program instruction steps to
be activated (by the issuance under this License of a
version of Software Product having the applicable
additional computer instruction steps enabled) pursuant
to standard right-to-use software license upgrade fees
or, in the absence of a standard upgrade fee, for an
upgrade fee to be negotiated.
2.3 As an additional fee required hereunder for the Software
Product, the Licensee shall further pay to the Licensor
any state or local taxes, however designated, levied
against and paid by the Licensor, based upon this
transaction or based upon Licensor's or the Licensee's
interests in the Software Product, including sales,
privilege, use, personal, property or intangible
property taxes, exclusive, however, of taxes based upon
net income.
2.4 Notwithstanding any other provision hereof, in the event
Licensor develops or makes, or has developed or made,
Modification(s) to the Software Product which represent,
in Licensor's sole judgment, value added to the
Designated Product or which represent an improvement of
performance of the Designated Product, the Licensor
reserves the right to market the Modification(s) as a
separate offering requiring payment of an additional
right-to-use fee and which, at the Licensor's option,
may require the Licensee to execute a new Software
License Agreement.
2.5 The Licensee hereby grants and agrees to grant to the
Licensor, to the extent it lawfully may, Modification
Grant-Back Rights related to any development, whether
made by Licensor, Licensee or agents of the Licensee, of
all or any portion of any Software Product furnished
hereunder pursuant to any request or specifications by
the Licensee for a design different from Licensor's
design, and regardless of whether or not the Licensee
has compensated the Licensor for its performance of such
development. Title to patents, copyrights, trade secrets
and mask registrations developed by Licensor pursuant to
any request or specification by the Licensee, and
regardless of whether the Licensee has compensated the
Licensor for its performance of such development, shall
vest in Licensor. Licensee, however, shall receive a
royalty free license of the same scope as this Software
License Agreement to the results of such development.
2.6 The Licensee shall not merge any Software Product with
other software computer program materials to form a
derivative work or otherwise make Modifications or alter
a Software Product in any manner whatsoever.
2.7 The Licensee agrees that any communication or other
disclosure of information it makes to the Licensor
related to a request/specification for any Modification
to Licensor's design of the Software Product shall be
made upon a non-confidential basis without any manner of
restriction of the Licensor in its use or dissemination
of received information.
2.8 The Licensor or the Licensee shall have the right to
terminate this License in the event of any default by
the other party which the defaulting party fails to
correct within a period of sixty (60) days after the
receipt of notice thereof from the non-defaulting party,
or immediately and without notice in the event that any
bankruptcy arrangement for the benefit of creditors or
insolvency
34
35
proceedings are commenced by or against the Licensee, or
in the event of the appointment of an assignee for the
benefit of creditors or a receiver of the Licensee or
its properties. However, in the event at the time the
Licensor shall be entitled to exercise the foregoing
right to immediately and without notice terminate this
License, and such termination would cause interruption
of service to governmentally franchised telephone common
carrier subscribers, the Licensor agrees in good faith
(but with due regard to the protection of licensed
interests) to provide its best efforts to cooperate with
the enfranchising authority to avoid disruption of such
services. No termination hereunder shall prejudice any
of the non-defaulting party's rights arising prior
thereto or shall limit in any way the other remedies
available to the non-defaulting party.
2.9 Upon cessation of use of the Designated Product, the
Licensee shall, as instructed by the Licensor, either
return the Software Product to the Licensor or destroy
the Software Product.
2.10 Should any obligation of either party under this License
be found illegal or unenforceable in any respect, such
illegality or unenforceability shall not affect any
other provision of this License, all of which shall
remain enforceable in accordance with their terms.
Should any obligations of either party under this
License be found illegal or unenforceable by reason of
being excessive in extent or breadth with respect to
duration, scope or subject matter, such obligations
shall be deemed and construed to be reduced to the
maximum duration, to the end that such obligations shall
be and remain enforceable to the maximum extent
allowable.
2.11 Any notice or other communication required or permitted
to be made or given hereunder to either party hereto
shall be sufficiently made or given on the date of
mailing, if sent to such party by certified mail, return
receipt requested, postage prepaid, addressed to it as
its address set forth in this Agreement.
2.12 The Licensee's rights hereunder are assignable, but only
as part of a transaction in which ownership of the
Designated Product is transferred to an Affiliate of
Licensee or as part of a sale or transfer of
substantially all of the assets of Licensee. It is
agreed that as a condition to the exercise of the
Licensee's right to assign this License, the Licensee
shall have previously obtained and provided to Licensor
a written assignment in which the assignor identifies
and incorporates by reference this License and
intermediate assignments prior to any physical transfer
or Turnover of the Software Product to such assignee.
3. PATENT OR COPYRIGHT OR TRADEMARK INFRINGEMENT
Licensor agrees, at its expense, to defend and indemnify Licensee in
any suit, claim or proceeding brought against Licensee alleging that
any Software Product licensed hereunder directly infringes any U.S.
Letters Patent, U.S. Copyright or U.S. Trademark, provided Licensor
is promptly notified, given assistance required and permitted to
direct the defense. Further, Licensor agrees to pay any judgment
based on infringement rendered in such suit by final judgment of a
court of last resort, but Licensor shall have no liability for
settlements or costs incurred without its consent. Should the use of
the Software Product by Licensee be enjoined, or in the event that
Licensor desires to minimize its liability hereunder, Licensor may
fulfill its obligations hereunder by either substituting
non-infringing equivalent software or modifying the infringing
Software Product or portion thereof so that it no longer infringes,
but remains functionally equivalent, or to obtain for Licensee, at
the expense of Licensor, the right to continue use of such Software
Product, or if in the sole judgment of Licensor none of the
foregoing is feasible, Licensor may take back the Software Product
and refund to Licensee the undepreciated amount of any paid-up fee
that has been paid to Licensor. The foregoing states the entire
liability of Licensor for patent, copyright or trademark
infringement or for any breach of warranty of non-infringement,
express or implied. The foregoing indemnity shall not apply to any
suit, claim or proceedings based upon allegations that a process or
method claim of a patent is infringed, nor to Infringements arising
from modification of the Software Product by anyone other than
Licensor, or to allegations of infringement based on the combination
of the Software Product with software or products supplied by
Licensee or others, nor to infringements arising from
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Software Products made to the specification or design of Licensee,
and Licensee agrees to indemnify Licensor to an extent equivalent to
that provided to the Licensee hereinabove in the event that any
suit, claim or proceeding is brought against Licensor based upon any
of the foregoing infringement circumstances which are excluded from
the Licensor's indemnification to the Licensee.
4. WARRANTY AND DISCLAIMER OF WARRANTY
4.1 Licensor warrants that the Software Products, other than
the data base portion of the Software Product covered by
this Agreement, will, at the time of the Turnover,
substantially conform to its functional description in
Licensor's technical proposal. Licensee's sole remedy
and Licensor's sole obligation shall be to deliver any
amendments or alterations required to correct any such
non-conforming Software which is found to be defective
within a period of one (1) year after Turnover and which
significantly affects its performance.
4.2 Licensor warrants that the data base portion of the
Software Product covered by this License shall
substantially conform to the site dependent data
submitted by Licensee. Licensee's sole remedy and
Licensor's sole obligation shall be to correct any
nonconforming data base which is found to be defective
within a period of ninety (90) days after Turnover.
4.3 The foregoing warranties do not extent to defects or
non-conformities from any cause, including but not
limited to, abuse, acts of God, improper installation,
modifications or maintenance (if performed by other than
Licensor) and other defects traceable to Licensee's acts
of omissions; or defects or nonconformities in software,
firmware or data base traceable to Licensee's errors,
modifications or system changes.
4.4 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. BUYER FURTHER
AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF
DATA OR USE, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM
OR DEMAND AGAINST BUYER BY ANY OTHER PARTY. IN NO EVENT
WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN
IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
5. LIMITATION OF LIABILITY
5.1 LICENSOR SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE AND
FROM ANY CAUSE, WHETHER BASED ON CONTRACT, TORT
(INCLUDING NEGLIGENCE), INFRINGEMENT OF STATUTORY
PROPRIETARY RIGHTS, INCLUDING PATENT, COPYRIGHT OR
TRADEMARK (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 3
ABOVE), OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSEE FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE
FOR ANY LOSS OF DATA OR USE, LOST PROFITS OR REVENUE, OR
FOR ANY CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER
PARTY.
5.2 LICENSEE ASSUMES SOLE RESPONSIBILITY FOR ENSURING THAT
THE BILLING CENTER CAN CORRECTLY READ CALL RECORDS.
LICENSEE'S RESPONSIBILITY INCLUDES READING DAILY THE AMA
FRAME AND/OR POLLING SYSTEM TAPE(S) BY THE BILLING
SYSTEM COMPUTER TO ENSURE ALL TICKET INFORMATION IS
PRESENT. RISK OF LOSS FOR ANY DATA, USE, REVENUE OR
PROFIT ASSOCIATED THEREWITH IS ON LICENSEE.
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6. CHOICE OF LAW AND JURISDICTION
The validity, performance and construction of these terms and
conditions shall be governed by the laws of the State of Florida
without regard to its Choice of Law provisions. Licensee hereby
irrevocably consents and agrees that any legal action, suit or
proceeding arising out of or in any way in connection with this
Software License Agreement shall be brought in the courts of the
State of Florida or in the United States court sitting in the State
of Florida and hereby irrevocably accepts and submits to, for itself
and in respect of its property, generally and unconditionally, the
jurisdiction of any such court and to all proceedings in such court.
7. INTEGRATION
This Software License Agreement constitutes the entire understanding
of the parties hereto and supersedes all previous communications,
representations and understandings between the parties with respect
to the subject matter of this Software License Agreement.
WHEREFORE, the parties hereto manifest their agreement to the terms and
conditions hereinabove, effective on the date first above written, by affixing
hereto the signatures of their respective authorized representatives
hereinbelow.
SIEMENS XXXXXXXXX-XXXXXXX STAR VENDING, INC.
(LICENSOR) (LICENSEE)
By:___________________________________ By:___________________________________
______________________________________ ______________________________________
(Name & Title) (Name & Title)
Date Signed:__________________________ Date Signed:__________________________
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ASSIGNMENT OF PURCHASE ORDER
This Assignment between STAR VENDING, INC. ("Company") and
TELECOMMUNICATIONS FINANCE GROUP ("Lessor"),
WHEREAS, the Company and Lessor have, or will shortly, execute a
Lease Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase
contract covering the property described therein (the "equipment"), a copy of
which purchase contract is attached hereto as Attachment A ("Purchase Order");
and
WHEREAS, the Company desires to assign to Lessor all of its rights
and interests under the Purchase Order for that equipment listed on Schedule 1,
as amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligation under the Purchase Order to pay
the price of the equipment listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
under seal by their authorized representatives as of the date opposite their
respective signatures.
TELECOMMUNICATIONS FINANCE GROUP STAR VENDING, INC.
By:___________________________________ By:___________________________________
______________________________________ ______________________________________
Authorized Representative (Name & Title)
Date Signed:__________________________ Date Signed:__________________________
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ATTACHMENT A
SIEMENS
Xxxxxxxxx-Xxxxxxx OCC CONTRACT
000 Xxxxxxxx Xxxx
Xxxx Xxxx, Xxxxxxx 00000
(000) 000-0000
Buyer: Star Vending, Inc. DATE: 04/18/95
_________________________________ INSTALLATION SITE: New York, NY
_______________________________________ ____________________
_______________________________________ ______________________________________
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-581103 , Issue 1 , dated 04/18/95 .
_____________ _____ __________
3. Payment Terms:
* 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
* 100% of installation price upon installation turnover.
------- ------------------------------------ ---------- ---------- -------------- ---------------
Item Description Quantity Unit Price Total Delivery
(Month ARO)
Schedule
------- ------------------------------------ ---------- ---------- -------------- ---------------
01 Proposal for an in-place DCO-CS
equipped and wired for 1152 ports,
Release 12.1 CMF and a Release 14
upgrade per DCO-581103, Issue 01,
dated 04/18/95.
Material $320,000
Installation 28,500
--------
TOTAL $348,500
(continued on page 1a)
------- ------------------------------------ ---------- ---------- -------------- ---------------
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
--------------------------------------------- -----------------------------------------
This Contract is agreed to for item(s): Siemens Xxxxxxxxx-Xxxxxxx Home Office
Acceptance
_____________________________________________ By:______________________________________
Date
By:__________________________________________ Receipt of $ from
Authorized Representative & Title Date Buyer is Hereby Acknowledged
For: By:______________________________________
(Buyer/Licensee) Date
--------------------------------------------- -----------------------------------------
39
40
SIEMENS CONTRACT
Xxxxxxxxx-Xxxxxxx CONTINUATION
SHEET
Star Vending, Inc. DCO-581103
Issue: 01
Date: 04/18/95
Page 1a
Item Description Qty. Unit Pr. Total
--------------------------------------------------------------------------------
NOTES:
AVAILABILITY OF THE ABOVE IN-PLACE SWITCH CONTINENT NEGOTIATIONS WITH THE
CURRENT LESSEE.
ITEM 01 PRICE IS BASED O THE RETURN OF THE EXISTING CMF UPON COMPLETION OF THE
UPGRADE TO RELEASE 12.1.
A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED, A 5% DEPOSIT IS REQUIRED ON
ORDER ENTRY. IF APPLIED AGAINST A LEASE, IT WILL APPLY TO THE FIRST AND
THIRTEENTH PAYMENTS AND CONTRIBUTE TO THE LAST PAYMENT.
Siemens Xxxxxxxxx-Xxxxxxx reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
40
41
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: August 2, 1996
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by STAR VENDING, INC. ("Lessee")
pursuant to and in accordance with the Lease Agreement dated January 3, 1996
between Lessor and Lessee (the "Lease", the defined terms therein being used
herein with their defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set
forth above. Lessee hereby waives any right it may have under
Section 2A-517 of the Uniform Commercial Code or otherwise to revoke
this acceptance for any reason whatsoever, including but not limited
to, (i) any assumption by Lessee that a nonconformity would be
cured, (ii) any inducement of acceptance by the Lessor's assurances
or any difficulty to discover a nonconformity before acceptance, or
(iii) any Lessor default under the Lease. Lessee further hereby
waives its rights under Sections 2A-401 and 2A-402 of the Uniform
Commercial Code to suspend performances of any of its obligations
under the Lease with respect to the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
00 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000.
4. The Lessor's Value of the items of Equipment covered hereby is set
forth in the Schedule 1 of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor
per thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered
hereby have been inspected by Lessee, have been delivered in good
working order and condition and are of the size, design, capacity
and manufacture selected by it and meet the provisions of the
purchase order(s) with respect thereto; and (b) irrevocably accepts
said items of Equipment "as-is, where-is" for all purposes of the
Lease as of the Commencement Date set forth above and shall pursue
remedies to correct deficiencies, if any, in said items of equipment
under the manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is
in existence as of the Commencement Date set forth above, nor shall
any Default or Event of Default occur as a result of the lease by
Lessee of the Equipment here-in; and (ii) that all representations
and warranties of Lessee contained in the Lease or in any document
or certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same
force and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing
center can correctly read call records. Lessee's responsibility
includes reading daily the automatic message/ticketing accounting
system and/or polling systems tape(s) by the billing system to
ensure all ticket information is present. Risk of loss for any
revenue or profit associated therewith passes to Lessee upon cutover
of any hardware or software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms,
provisions and conditions were set forth in full in this
Certificate. By their execution and delivery of this Certificate,
the parties hereto reaffirm all of the terms, provisions and
conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be
executed by its duly authorized officer as of the Commencement Date set forth
above.
Refer S.O. #ADDITION I/EQUIPMENT LIST STAR VENDING, INC.
$ TFG-96150 By:____________________________________
_______________________________________
(Name & Title)
Date Signed:___________________________
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE ____ DAY OF __________, 19__.
By:____________________________________
_______________________________________
Authorized Representative
42
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of January 3, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and STAR VENDING, INC., as Lessee, are described below and in the attached
equipment list(s):
Equipment List
--------------
Number Description Amount
------ ----------- ------
DCO-581103 A USED SIEMENS XXXXXXXXX-XXXXXXX DCO-CS $348,500.00
EQUIPPED AND WIRED FOR 1152 PORTS, RELEASE 12.1
CMF AND A RELEASE 14 UPGRADE PER DCO-581103,
ISSUE 1, DATED 04/18/95 INCLUDING INSTALLATION
FREIGHT 3,535.65
TFG-96150 ADDITION I 362,181.53
TOTAL $714,217.18
===== ===========
The above described equipment installed at:
00 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 10013
ACCEPTED BY:________________________
DATE:_______________________________
Dated: January 3, 1996
Revised: July 17, 1996
43
EQUIPMENT LIST # TFG-96150 DATED: July 17, 1996
COMPANY: STAR VENDING, INC.
SITE LOCATION: NEW YORK, NEW YORK
ADDITION: I
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
SS-C
----
USED 2304 PORT ADDITION PER DCO-681030, ISSUE 2,
DATED 01/31/96 (S.O. #069558) AS FOLLOWS:
MATERIAL 1 LOT $168,570.00
INSTALLATION 14,300.00
FREIGHT 1,473.58
THIRD PARTY VENDOR - ALTA COMPUTER CORP.
----------------------------------------
EQUIPMENT AS FOLLOWS: 1 LOT 17,274.40
P/N: 261614, MAG INNOVISION 21" MONITOR 1
P/N: 485945, OMNIVIEW VIDEO/KEYBOARD SHARING
DEVICE PS/2 VERSION 1
P/N: 485948, OMNIVIEW PS/2 CABLE KIT 4
P/N: 123561, BELKIN MONITOR EXTENSION CABLE 4
P/N: 263218, KINGSTON NETWORK INTERFACE CARDS 1
6-PACK
P/N: 275883, 3COM LINKBUILDER FMS II 24-PORT HUB 1
P/N: 257804, EPSON FX-870 9-PIN DOT MATRIX PRINTER 1
P/N: 257835, EPSON SERIAL INTERFACE FOR FX-870 PRINTER 1
P/N: 901214, 3COM NETBUILDER REMOTE OFFICE 221 1
ROUTER
P/N: 371451, INTEL ETHEREXPRESS PRO 10/100 FAST
ETHERNET CARD 1
P/N: 436704, WYSE 14" TERMINAL 2
P/N: 436734, WYSE 102-KEY KEYBOARD FOR TERMINAL 2
P/N: 123516, BELKIN SERIAL CABLE 10
P/N: 239802, BELKIN F/F DB-25 GENDER CHANGER 10
P/N: 123589, BELKIN DB-25 NULL MODEM ADAPTER 10
P/N: 336827, DATA PRODUCTS 8500 PRINTER 1
P/N: 262513, MICROCOMPUTER ACCESSORIES PRINTER 1
STAND
P/N: 1641, HELLO DIRECT 100' PHONE HEADSET 1
DOVE DATA CALL COLLECT SOFTWARE 2
DOVE DATA X.25 CARD FOR PC 2
P/N: 303431, DIGI PC/8EM RJ-45 SERIAL SYSTEM 2
P/N: 303475, DIGI RJ45 TO DB25 MALE 4-FOOT CABLE 16
PCC V.35 TO V.35 CABLE (MALE) 1
P/N: 239860, OMNIVIEW VIDEO/KEYBOARD SHARING 1
DEVICE
THIRD PARTY VENDOR - CENTURY TELECOM
------------------------------------
SAGE 930A COMMUNICATIONS TEST SET, S/N 4193 1 10,835.00
TTC 209A T-CARRIER TEST SET W/BATTERY OPTION,
S/N 3818 1 3,294.50
SHIPPING & HANDLING 100.00
44
EQUIPMENT LIST # TFG-96150 DATED: July 17, 1996
(PAGE 2)
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
THIRD PARTY VENDOR - DITECH
---------------------------
ECHO CANCELLER 46 63,756.00
FREIGHT 254.75
SHELF, 18 DIGROUP 6 4,620.00
AIR BAFFLE, 2 RACK UNIT 5 385.00
FREIGHT 147.00
THIRD PARTY VENDOR -MICRON
--------------------------
P133 HOME MPC B (ATX) COMPUTERS NOW 4 10,555.60
SHIPPING AND HANDLING 396.00
P133 HOME MPC B (ATX) COMPUTERS NOW 2 5,277.80
SHIPPING AND HANDLING 198.00
THIRD PARTY VENDOR - XXXXXX GROUP
---------------------------------
TLC PL 5 84.70
FREIGHT 14.00
TLC HORIZ RING PNL 5 114.95
TLC PL 5 126.78
FREIGHT 14.00
TLC CONV PLUG 5 51.70
TLC ADAPTER 5 99.00
FREIGHT 14.00
TLC PATCH CORD HOLDER 3 108.90
TLC 18 MOD CHASSIS 7X23 2 762.30
FREIGHT 122.00
PCI 4PRT K5530/V35 S/RATE DATA 1 1,787.50
FREIGHT 12.75
ADC 23" HRXNL RG14-24815-0010 22 2,388.54
FREIGHT 313.50
PCI 10-P RS-232C SYN/ASYN SRU 1 1,716.00
FREIGHT 13.50
TLC DSX1 RX-CNT, PANEL 22 23,964.05
TLC BLUE NICKEL P/C 10 FOOT 10 254.65
TLC 3 COND. LOOPING PLUG 30 227.04
FREIGHT 443.25
PCI DC POWER SUPPLY 2 1,430.00
PCI RING GENERATOR 1 286.00
PCI UNIV ENCLOSURE + INSTALL KIT 1 1,072.50
PCI INTERFACE CARD + MODEM 1 1,287.00
PCI CPU + X-CONN W/8801 V3.43 2 6,435.00
45
EQUIPMENT LIST # TFG-96150 DATED: July 17, 1996
(PAGE 2)
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
PCI DUAL T1/E1 CARD 2 2,431.00
PCI DSX/CEPT MODULE 4 1,430.00
FREIGHT 65.75
PCI CARD 1 604.18
TLC + CONN WIRE 20 1,524.60
TLC PL 30 1,833.81
TLC PL 10 467.50
TLC PL 10 165.00
TLC TERM PLUG 10 64.90
TLC MODULE 20 8,602.00
TLC ADAPTER 5 126.50
TLC TOOL 1 36.30
FREIGHT 248.75
-----------
TOTAL $362,181.53
===== ===========
46
SIEMENS Proposal No.: XXX-000000
XXXXXXXXX-XXXXXXX Issue No.: 2
Date: January 31, 1996
INSTALLATION SITE: NEW YORK, NY
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01
DTF-01/02
---------
817577-900 DTF Frame Assembly 2
817577-901 DS-1 Host CUA 12
817577-902 DS-1 Basic PWBAs 12
817560-626 T-1 Interface PWBA 96
207600-225 DTF Frame Package 2
207600-721 Card Guide 12
207800-079 Front Door Mounting 2
207800-080 Rear Door Mounting 2
207600-158 Right Door 4
207600-159 Left Door 4
817577-924 Base Mount Blower Assembly 2
LTF-00/01
---------
814574-900 LTF Frame Assembly 1
814574-901 Supervisory Panel 1
814574-904 Ejector Bar 2
814574-903 Terminator Assembly 1
207600-720 Card Guide 5
207600-210 LTF Frame Package 1
207600-014 Terminal Block Assembly 1
814574-992 Universal Service CUA 5
814574-995 Basic PWBAs 5
814742-576 Digital DTMF Receiver PWBA (FOC) 3
814571-686 Digital TMF Receiver PWBA 27
814572-576 Digital TMF Sender PWBA 6
814695-556 Digital DTMF Sender PWBA 6
814643-596 Digital DTMF Receiver PWBA 30
207600-160 Front Door Mounting 1
207600-471 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
47
SIEMENS Proposal No.: XXX-000000
XXXXXXXXX-XXXXXXX Issue No.: 2
Date: January 31, 1996
INSTALLATION SITE: NEW YORK, NY
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01 (CONT.)
CMF
---
814095-616 Service Group Diag. PWBA 2
822003-596 1024 Port TSI PWBA 8
822002-526 TSI/PGH Interface PWBA 8
207800-482 TSI/PGHGP Cable 8
822005-546 TPP 0 PWBA 4
822006-576 TPP 1 PWBA 4
822017-566 TPP 2 PWBA 4
822068-810 Diag. Grading Panel CCS-01 1
822068-811 Diag. Grading Panel CCS-02 1
PRT
---
817576-938 Circuit Breaker 4
Miscellaneous
-------------
0-00000-0000 DSX Panel, ADC DSX-DR 19 4
PJ716 Bantem Patch Cord 16
DOC-ADD Additions Documentation 1
202975-592 7' x 19" Relay Rack 1
48
ASSIGNMENT OF PURCHASE ORDER
This Assignment between STAR VENDING, INC. ("Company") and
TELECOMMUNICATIONS FINANCE GROUP ("Lessor').
WHEREAS, the Company and Lessor have, or will shortly, execute a
Lease Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase
contract covering the property described therein (the "Equipment"), a copy of
which purchase contract is attached hereto as Attachment A ("Purchase Order");
and
WHEREAS, the Company desires to assign to Lessor all of its rights
and interests under the Purchase Order for that equipment listed on Schedule 1,
as amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company
executes Exhibit A entitled "Certificate of Delivery and Acceptance" of the
Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule 1, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligations under the Purchase
Order to pay the price of the equipment listed on Schedule 1, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with
Lessor that the Company shall continue to be responsible for the performance of
all obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
under seal by their authorized representatives as of the date opposite their
respective signatures.
TELECOMMUNICATIONS FINANCE GROUP STAR VENDING, INC.
By:____________________________________ By:__________________________________
_______________________________________ _____________________________________
Authorized Representative (Name & Title)
Date Signed:___________________________ Date Signed:_________________________
49
ATTACHMENT A
EQUIPMENT LIST #TFG-96150 DATED: July 17, 1996
COMPANY: STAR VENDING, INC.
SITE LOCATION: NEW YORK, NEW YORK
ADDITION: I
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
SS-C
----
USED 2304 PORT ADDITION PER DCO-681030, ISSUE 2, DATED
01/31/96 (S.O. #069558) AS FOLLOWS:
MATERIAL 1 LOT $168,570.00
INSTALLATION 14,300.00
FREIGHT 1,473.58
THIRD PARTY VENDOR - ALTA COMPUTER CORP.
----------------------------------------
EQUIPMENT AS FOLLOWS: 1 LOT 17,274.40
P/N: 261614, MAG INNOVISION 21" MONITOR 1
P/N: 485945, OMNIVIEW VIDEO/KEYBOARD SHARING
DEVICE PS/2 VERSION 1
P/N: 485948, OMNIVIEW PS/2 CABLE KIT 4
P/N: 123561, BELKIN MONITOR EXTENSION CABLE 4
P/N: 263218, KINGSTON NETWORK INTERFACE CARDS
6-PACK 1
P/N: 275883, 3COM LINKBUILDER FMS II 24-PORT HUB 1
P/N: 257804, EPSON FX-870 9-PIN DOT MATRIX PRINTER 1
P/N: 257835, EPSON SERIAL INTERFACE FOR FX-870
PRINTER 1
P/N: 901214, 3COM NETBUILDER REMOTE OFFICE 221
ROUTER 1
P/N: 371451, INTEL ETHEREXPRESS PRO 10/100 FAST
ETHERNET CARD 1
P/N: 436704, WYSE 14" TERMINAL 2
P/N: 436734, WYSE 102-KEY KEYBOARD FOR TERMINAL 2
P/N: 123516, BELKIN SERIAL CABLE 10
P/N: 239802, BELKIN F/F DB-25 GENDER CHANGER 10
P/N: 123589, BELKIN DB-25 NULL MODEM ADAPTER 10
P/N: 336827, DATA PRODUCTS 8500 PRINTER 1
P/N: 262513, MICROCOMPUTER ACCESSORIES PRINTER
STAND 1
P/N: 1641, HELLO DIRECT 100' PHONE HEADSET 1
DOVE DATA CALL COLLECT SOFTWARE 2
DOVE DATA X.25 CARD FOR PC 2
P/N: 303431, DIGI PC/8EM RJ-45 SERIAL SYSTEM 2
P/N: 303475, DIGI RJ45 TO DB25 MALE 4-FOOT CABLE 16
PCC V.35 TO V.35 CABLE (MALE) 1
P/N: 239860, OMNIVIEW VIDEO/KEYBOARD SHARING
DEVICE 1
50
EQUIPMENT LIST #TFG-96150 DATED: July 17, 1996
(PAGE 2)
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
THIRD PARTY VENDOR - CENTURY TELECOM
------------------------------------
SAGE 930A COMMUNICATIONS TEST SET, S/N 4193 1 10,835.00
TTC 209A T-CARRIER TEST SET W/BATTERY OPTION,
S/N 3818 1 3,294.50
SHIPPING & HANDLING 100.00
THIRD PARTY VENDOR - DITECH
---------------------------
ECHO CANCELLER 46 63,756.00
FREIGHT 254.75
SHELF, 18 DIGROUP 6 4,620.00
AIR BAFFLE, 2 RACK UNIT 5 385.00
FREIGHT 147.00
THIRD PARTY VENDOR - MICRON
---------------------------
P133 HOME MPC B (ATX) COMPUTERS NOW 4 10,555.60
SHIPPING AND HANDLING 396.00
P133 HOME MPC B (ATX) COMPUTERS NOW 2 5,277.80
SHIPPING AND HANDLING 198.00
THIRD PARTY VENDOR - XXXXXX GROUP
---------------------------------
TLC PL 5 84.70
FREIGHT 14.00
TLC HORIZ RING PNL 5 114.95
TLC PL 5 126.78
FREIGHT 14.00
TLC CONV PLUG 5 51.70
TLC ADAPTER 5 99.00
FREIGHT 14.00
TLC PATCH CORD HOLDER 3 108.90
TLC 18 MOD CHASSIS 7X23 2 762.30
FREIGHT 122.00
PCI 4PRT K5530/V35 S/RATE DATA 1 1,787.50
FREIGHT 12.75
ADC 23" HRXNL RG 00-00000-0000 22 2,388.54
FREIGHT 313.50
PCI 10-P RS-232C SYN/ASYN SRU 1 1,716.00
FREIGHT 13.50
TLC DSX1 RX-CNT, PANEL 22 23,964.05
TLC BLUE NICKEL P/C 10 FOOT 10 254.65
TLC 3 COND. LOOPING PLUG 30 227.04
FREIGHT 443.25
51
EQUIPMENT LIST #TFG-96150 DATED: July 17, 1996
(PAGE 3)
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
PCI DC POWER SUPPLY 2 1,430.00
PCI RING GENERATOR 1 286.00
PCI UNIV ENCLOSURE + INSTALL KIT 1 1,072.50
PCI INTERFACE CARD + MODEM 1 1,287.00
PCI CPU + X-CONN W/8801 V3.43 2 6,435.00
PCI DUAL T1/E1 CARD 2 2,431.00
PCI DSX/CEPT MODULE 4 1,430.00
FREIGHT 65.75
PCI CARD 1 604.18
TLC + CONN WIRE 20 1,524.60
TLC PL 30 1,833.81
TLC PL 10 467.50
TLC PL 10 165.00
TLC TERM PLUG 10 64.90
TLC MODULE 20 8,602.00
TLC ADAPTER 5 126.50
TLC TOOL 1 36.30
FREIGHT 248.75
-----------
TOTAL $362,181.53
===== ===========
52
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: April 2, 1996
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by STAR VENDING, INC. ("Lessee")
pursuant to and in accordance with the Lease Agreement dated January 3, 1996
between Lessor and Lessee (the "Lease", the defined terms therein being used
herein with their defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set
forth above. Lessee hereby waives any right it may have under
Section 2A-517 of the Uniform Commercial Code or otherwise to revoke
this acceptance for any reason whatsoever, including but not limited
to, (i) any assumption by Lessee that a nonconformity would be
cured, (ii) any inducement of acceptance by the Lessor's assurances
or any difficulty to discover a nonconformity before acceptance, or
(iii) any Lessor default under the Lease. Lessee further hereby
waives its rights under Sections 2A-401 and 2A-402 of the Uniform
Commercial Code to suspend performance of any of its obligations
under the Lease with respect to the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
000 X. Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule 1 of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor
per thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered
hereby have been inspected by Lessee, have been delivered in good
working order and condition and are of the size, design, capacity
and manufacture selected by it and meet the provisions of the
purchase order(s) with respect thereto: and (b) irrevocably accepts
said items of Equipment "as-is, where-is" for all purposes of the
Lease as of the Commencement Date set forth above and shall pursue
remedies to correct deficiencies, if any, in said items of equipment
under the manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is
in existence as of the Commencement Date set forth above, nor shall
any Default or Event of Default occur as a result of the lease by
Lessee of the Equipment specified here-in; and (ii) that all
representations and warranties of Lessee contained in the Lease or
in any document or certificate furnished Lessor in connection
herewith, are true and correct as of the Commencement Date set forth
above with the same force and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing
center can correctly read call records. Lessee's responsibility
includes reading daily the automatic message/ticketing accounting
system and/or polling systems tape(s) by the billing system to
ensure all ticket information is present. Risk of loss for any
revenue or profit associated therewith passes to Lessee upon cutover
of any hardware or software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms,
provisions and conditions were set forth in full in this
Certificate. By their execution and delivery of this Certificate,
the parties hereto reaffirm all of the terms, provisions and
conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be
executed by its duly authorized officers as of the Commencement Date set forth
above.
Refer S.O. #069079/069163 STAR VENDING, INC.
By:__________________________________
_____________________________________
(Name & Title)
Date Signed:_________________________
ACCEPTED BY:_________________________
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE _____ DAY OF _______ 19___.
By:__________________________________
_____________________________________
Authorized Representative
53
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of January 3, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and STAR VENDING, INC., as Lessee, are described below and in the attached
equipment list(s):
Equipment List
--------------
Number Description Amount
------ ----------- ------
DCO-581143 A USED RELEASE 14 DCO-CS EQUIPPED AND $590,000.00
WIRED FOR 4608 PORTS PER DCO-581143,
ISSUE 2, DATED 11/14/95 INCLUDING
INSTALLATION
FREIGHT 5,451.51
-----------
TOTAL $595,451.51
----- -----------
The above described equipment installed at:
000 X. Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000
BY:______________________________
DATE:____________________________
54
Proposal No.: DCO-581143
Issue No.: 2
Dated: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Used Switching Equipment
Line Trunk Frame (LTF)
----------------------
OCCSLTFFRM Line Trunk Frame 2
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 2
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 10
814571-706 Digital TMF Rcv. (2/PWBA) 59
814572-576 Digital Sender (TMF/SATT) 16
814695-556 Digital DTMF Sender 12
814643-596 Digital DTMF Receiver 41
814742-576 (FOC) Digital DTMF Receiver 12
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA 0
Digital Trunk Frame (DTF)
OCCSDTFFRM Digital Trunk Frame 4
DTFDOORS DTF Doors, Front & Rear 4
SDS1HSTCUA DS1 Host Ckt CUA 24
817560-626A T1 Interface PWBA 192
817577-917A Blower Assembly w/fan Alarm 4
55
Proposal No.: DCO-581143
Issue No.: 2
Dated: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Used Switching Equipment
Control & Maintenance Frame (CMF)
---------------------------------
SCMFOCC12.1 Control & Maint Frame OCC 12.1 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+1) 1
814721-666 Serial Line Xxxx XXXX 0
000000-000 Xxxx Xxxxx Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
822222-606A DLI-II 1
TSIPWB17 TSI PWBA 16
822702-536A PXAM II-4MB 2
822727-696A J8 Call Processor 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPP0PWB17 TPP PWBA (Sectors 0,1,2,3) 1
XXXX0XXXXX XXX0 Basics 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PWBA 3
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 6
56
Proposal No.: DCO-581143
Issue No.: 2
Dated: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Used Switching Equipment
Power & Test Frame (PRT)
------------------------
SPRTFOCC12.1 Power Ringing & Tst Fr OCC12.1 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 14
814475-036 Alarm Sender PWBA 1
817576-912 Basis Cabinets & MTG for N+1) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund. Invtr 1
814215-820 Xxxx 4 Xxxx Announcer (NT5M) 1
203352-681 4 Channel Announcer 1
Automatic Message Accounting
----------------------------
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Xxxx 0
000000-000 Xxxx 0000 XXX Tape Drives (2) 2
814421-909 Xxxx 1600 BPI Strapping 2
Miscellaneous
-------------
0-00000-0000 DSX Pnl-ADC DSX-DR 19 w/cord 7
PJ716 Bantam Patch Cord 28
2200B Channel Access Xxxx 0
000000-000 0000 Xxxx Xxxxxx Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
57
Proposal No.: DCO-581143
Issue No.: 2
Dated: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Used Switching Equipment
Miscellaneous (Cont.)
---------------------
200110-429 Fuse 10 amp 5
0 Fuse 5 amp 10
SD000 Std System Documentation 1
D0001 Specifications, Paper 3
D0002 Site Drawings, Paper 3
203352-600 Xxxxxx Filtered Fuse Panel 1
207630-911 Xxxxx Xxxxxxxxx XXX 0
000000-000 XXX Assy/Modem Elimator 4
Superstructure & Cabling 1
Battery Distribution Frame
--------------------------
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
Power Equipment
---------------
202975-593 7' x 23" Relay Rack 1
BATRACKW/BRC Battery Rack - with Bracing 1
4DD-85-29 Exide DD Battery 1215 AH 1
203352-588 Charger/Lorain/200A RHM200D50 3
Distribution Frame Equipment
----------------------------
5065-8 Term Blocks Xxxxxx 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
58
Proposal No.: DCO-581143
Issue No.: 2
Dated: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Used Switching Equipment
Maintenance & Administration Equipment
--------------------------------------
202958-464 Tape Cartridge 1
000000-000 Xxxxx Xxxx Xxxxx Cleaning Kit 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
Spare Circuit Packs
-------------------
200110-099 Fuse 1/2 Amp 1
207630-042 Shield Assembly 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
59
Proposal No.: DCO-581143
Issue No.: 2
Dated: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Used Switching Equipment
Spare Circuit Packs (Cont.)
------------------- -------
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive PWBA 1
822010-666 Tape Drive PWBA 1
822015-536 Synchronous Clock PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist. PWBA 1
822289-566A TBI II PWBA 1
822723-556A Data Link III PWBA 1
822726-526A HD XXX/XX XXXX 0
000000-000X XXXX Xxx &Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
60
STAR VENDING, INC.
SITE: XXX XXXXXXX, XXXXXXXXXX #0
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED January 3, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
STAR VENDING, INC.
EFFECTIVE May 1, 1996 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $595,451.51
RATE FACTOR PER $1,000 $ 22.244
ORIGINAL MONTHLY LEASE PAYMENT $ 13,245.22
EFFECTIVE June 1, 1996 (59 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $183,549.00
RATE FCTOR PER $1,000 $ 22.269
ADDITION I MONTHLY LEASE PAYMENT $ 4,087.45
TOTAL MONTHLY LEASE PAYMENT $ 17,332.67
===========
TOTAL VALUE OF EQUIPMENT $779,000.51
SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $13,245.22 = $ 13,245.22
59 @ $17,332.67 = $1,022,627.53
-- -------------
60 $1,035,872.75
ACCEPTED BY:________________________
DATE:_______________________________
61
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: May 2, 1996
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by STAR VENDING, INC. ("Lessee")
pursuant to and in accordance with the Lease Agreement dated January 3, 1996
between Lessor and Lessee (the "Lease", the defined terms therein being used
herein with their defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set
forth above. Lessee hereby waives any right it may have under
Section 2A-517 of the Uniform Commercial Code or otherwise to revoke
this acceptance for any reason whatsoever, including but not limited
to, (i) any assumption by Lessee that a nonconformity would be
cured, (ii) any inducement of acceptance by the Lessor's assurances
or any difficulty to discover a nonconformity before acceptance, or
(iii) any Lessor default under the Lease. Lessee further hereby
waives its rights under Sections 2A-401 and 2A-402 of the Uniform
Commercial Code to suspend performances of any of its obligations
under the Lease with respect to the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
000 X. Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
4. The Lessor's Value of the items of Equipment covered hereby is set
forth in the Schedule 1 of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor
per thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered
hereby have been inspected by Lessee, have been delivered in good
working order and condition and are of the size, design, capacity
and manufacture selected by it and meet the provisions of the
purchase order(s) with respect thereto: and (b) irrevocably accepts
said items of Equipment "as-is, where-is" for all purposes of the
Lease as of the Commencement Date set forth above and shall pursue
remedies to correct deficiencies, if any, in said items of equipment
under the manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is
in existence as of the Commencement Date set forth above, nor shall
any Default or Event of Default occur as a result of the lease by
Lessee of the Equipment here-in; and (ii) that all representations
and warranties of Lessee contained in the Lease or in any document
or certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same
force and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing
center can correctly read call records. Lessee's responsibility
includes reading daily the automatic message/ticketing accounting
system and/or polling systems tape(s) by the billing system to
ensure all ticket information is present. Risk of loss for any
revenue or profit associated therewith passes to Lessee upon cutover
of any hardware or software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms,
provisions and conditions were set forth in full in this
Certificate. By their execution and delivery of this Certificate,
the parties hereto reaffirm all of the terms, provisions and
conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be
executed by its duly authorized officer as of the Commencement Date set forth
above.
Refer S.O. #ADDITION I/EQUIPMENT LIST STAR VENDING, INC.
$TFG-96150
By:_________________________________
____________________________________
(Name & Title)
Date Signed:________________________
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE ___ DAY OF _________, 19__
By:_________________________________
____________________________________
Authorized Representative
62
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of January 3, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and STAR VENDING, INC., as Lessee, are described below and in the attached
equipment list(s):
Equipment List
--------------
Number Description Amount
------ ----------- ------
DCO-581143 A USED RELEASE 14 DCO-CS EQUIPPED AND $590,000.00
WIRED FOR 4608 PORTS PER DCO-581143,
ISSUE 2, DATED 11/14/95 INCLUDING
INSTALLATION
FREIGHT 5,451.51
TFG-96132 ADDITION I 183,549.00
-----------
TOTAL $779,000.51
===== ===========
The above described equipment installed at:
000 X. Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000
ACCEPTED BY:_______________________
DATE:______________________________
Dated: January 3, 1996
Revised: May 1, 1996
63
EQUIPMENT LIST #TFG-96132 DATED: May 1, 1996
COMPANY: STAR VENDING, INC.
ADDITION: I
SITE LOCATION: XXX XXXXXXX, XXXXXXXXXX #0
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
SS-C
----
A USED 1152 PORT ADDITION W/ CONTROL SECTOR PER
DCO-681040, ISSUE I, DATED 01/31/96 (S.O.#069433) AS
FOLLOWS:
MATERIAL 1 LOT $76,200.00
INSTALLATION 7,800.00
FREIGHT 674.85
THIRD PARTY VENDOR - ALTA COMPUTER CORP.
----------------------------------------
HARDWARE/SOFTWARE AS FOLLOWS: 1 LOT 22,140.80
KINGSTON 2100 ENET 10BASET CARD 10BT 10MBS
BUS MASTER JUMPER CONF P/N 263218 1
OMNIVIEW MONITOR/KEYBOARD SWITCHBOX P/N 239860 1
KEYBOARD EXTENSION CABLE P/N 123562 4
VGA MONITOR EXTENSION CABLE P/N 123561 4
MAG INNOVISION 21" MONITOR P/N 261614 2
DOVE DATA SYSTEMS X.25 ISA CARD P/N DOVX25 2
100' CORDLESS TELEPHONE HEADSET P/N 1641 2
HEWLETT-PACKARD LASERJET 4 PLUS PRINTER P/N C2037A 1
EPSON FX-870 9-PIN DOT MATRIX PRINTER P/N 257804 1
EPSON SERIAL INTERFACE FOR FX-870 PRINTER P/N 257835 1
10' PARALLEL PRINTER CABLE P/N 123510 1
BELKIN 6/1 AUTOSWITCH SWITCHBOX P/N 123519 1
BELKIN SERIAL CABLE DB25 MALE TO MALE P/N 123536 1
BELKIN SERIAL CABLE DB25 FEMALE TO MALE P/N 123518 6
ON TECHNOLOGY NOTEWORK 4.0 10-7SER LICENSE PACK
(E-MAIL) 1
DOVE DATA SYSTEMS DLI CALL-COLLECT SOFTWARE
LICENSE X/X XXXXXX 0
XXX XXXXXXXXXXX SOFTWARE P/N R1539 1
NOVELL NETWARE V4.1 25-USER UPGRD P/N 466390 1
REPLICA BACK-UP SOFTWARE - SERVER P/N 343323 2
REPLICA MULTI-SERVER AGENT SOFTWARE P/N 343325 1
REPLICA HIGH-PERFORMANCE OPTION P/N 343324 1
SHIPPING CHARGES 90.00
THIRD PARTY VENDOR - CENTURY TELECOM
------------------------------------
HARDWARE AS FOLLOWS: 1 LOT 13,750.00
SHIPPING & HANDLING 100.00
64
EQUIPMENT LIST #TFG-96132 - PAGE 2 DATED: May 1, 1996
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
THIRD PARTY VENDOR -MICRON
--------------------------
HARDWARE AS FOLLOWS: 1 LOT 12,859.00
MICRON COMPUTER ATO MODEL BOM 5
MICRON COMPUTER ATO MODEL BOM 1
MMP. ADVENT. AV370LSPEAKER BLACK 4
MNN.15" .15FGX.28DP.1280X1024 1
MMP.ADVENT.AV007 SPEAKER SYSTEM 1
MNN.15".15FGX.28DP.1280X1024 5
MMP.ADVENT.AV007 SPEAKER SYSTEM 5
FREIGHT CHARGE 414.00
THIRD PARTY VENDOR - TTC
------------------------
HARDWARE AS FOLLOWS: 1 LOT 24,156.00
XXXXX-000 XXXXXXXXX, X/X 0000 0
X0/XX0/XXX XXXX BUNDLE 1
G.821 PERFORMANCE OPTION 1
ADVANCED STRESS PATTERN OPTION 1
DSP BOARD OPTION 1
VF TESTING OPTION 1
SS7/ISDN PROTOCOL MONITOR OPT 1
DS3 COMMUNICATIONS ANALYZER, S/N 8794 1
FREIGHT 34.00
THIRD PARTY VENDOR - XXXXXX
---------------------------
HARDWARE AS FOLLOWS: 1 LOT 18,444.25
PCI CPU + X-CONNECT, S/N 004626 1
PCI AC POWER SUPPLY, S/N 007899 1
TLC DSX1 RX-CNT, PANEL 1
FREIGHT 119.91
HARDWARE AS FOLLOWS: 1 LOT 6,750.70
TLC 18 MODCHASSIS 7X23 1
TLC MODULES 17
FREIGHT 15.49
----------
183,549.00
==========
65
SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx - Xxxxxxx Issue No.: 1
Date: January 30, 1996
INSTALLATION SITE: LOS ANGELES #2, CALIFORNIA
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Switching Equipment
ITEM 01
DTF-04
------
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBA's DS1 CUA 6
207600-225 Frame Weldment 1
000000-000 Xxx Assy Front Door Mtg Hdw 1
000000-000 Xxx Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Xxxx X/X 0
000000-000 XXXX Xxxxx 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/fan Alarm Base 1
PRT - 00
--------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 DSX Pnl-ADC DSX-DR 19 w/cord 2
202975-592 Relay Rack (Lorain) 1
DOC-ADD Additions Documentation 1
66
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: April 2, 1996
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by STAR VENDING, INC. ("Lessee")
pursuant to and in accordance with the Lease Agreement dated January 3, 1996
between Lessor and Lessee (the "Lease", the defined terms therein being used
herein with their defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set
forth above. Lessee hereby waives any right it may have under
Section 2A-517 of the Uniform Commercial Code or otherwise to revoke
this acceptance for any reason whatsoever, including but not limited
to, (i) any assumption by Lessee that a nonconformity would be
cured, (ii) any inducement of acceptance by the Lessor's assurances
or any difficulty to discover a nonconformity before acceptance, or
(iii) any Lessor default under the Lease. Lessee further hereby
waives its rights under Sections 2A-401 and 2A-402 of the Uniform
Commercial Code to suspend performances of any of its obligations
under the Lease with respect to the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
000 X. Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule 1 of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor
per thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered
hereby have been inspected by Lessee, have been delivered in good
working order and condition and are of the size, design, capacity
and manufacture selected by it and meet the provisions of the
purchase order(s) with respect thereto: and (b) irrevocably accepts
said items of Equipment "as-is, where-is" for all purposes of the
Lease as of the Commencement Date set forth above and shall pursue
remedies to correct deficiencies, if any, in said items of equipment
under the manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is
in existence as of the Commencement Date set forth above, nor shall
any Default or Event of Default occur as a result of the lease by
Lessee of the Equipment specified here-in; and (ii) that all
representations and warranties of Lessee contained in the Lease or
in any document or certificate furnished Lessor in connection
herewith, are true and correct as of the Commencement Date set forth
above with the same force and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing
center can correctly read call records. Lessee's responsibility
includes reading daily the automatic message/ticketing accounting
system and/or polling systems tape(s) by the billing system to
ensure all ticket information is present. Risk of loss for any
revenue or profit associated therewith passes to Lessee upon cutover
of any hardware or software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms,
provisions and conditions were set forth in full in this
Certificate. By their execution and delivery of this Certificate,
the parties hereto reaffirm all of the terms, provisions and
conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be
executed by its duly authorized officer as of the Commencement Date set forth
above.
Refer S.O. #069079/069163 STAR VENDING, INC.
By:______________________________________
_________________________________________
(Name & Title)
Date Signed:_____________________________
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE ____ DAY OF _____________, 19__
By:______________________________________
_________________________________________
Authorized Representative
67
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of January 3, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and STAR VENDING, INC., as Lessee, are described below and in the attached
equipment list(s):
Equipment List
--------------
Number Description Amount
------ ----------- ------
DCO-581143 A USED RELEASE 14 DCO-CS EQUIPPED AND $590,000.00
WIRED FOR 4608 PORTS PER DCO-581143,
ISSUE 2, DATED 11/14/95 INCLUDING
INSTALLATION
FREIGHT 5,451.51
-----------
TOTAL $595,451.51
===== ===========
The above described equipment installed at:
000 X. Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000
BY:___________________________
DATE:_________________________
68
SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx - Xxxxxxx Issue No.: 2
Date: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Used Switching Equipment
Line Trunk Frame (LTF)
----------------------
OCCSLTFFRM Line Trunk Frame 2
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 2
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 10
814571-706 Digital TMF Rcv. (2/PWBA) 59
814572-576 Digital Sender (TMF/SATT) 16
814695-556 Digital DTMF Sender 12
814643-596 Digital DTMF Receiver 41
814742-576 (FOC) Digital DTMF Receiver 12
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA 0
Digital Trunk Frame (DTF)
-------------------------
OCCSDTFFRM Digital Trunk Frame 4
DTFDOORS DTF Doors, Front & Rear 4
SDS1HSTCUA DS1 Host Ckt CUA 24
817560-626A T1 Interface PWBA 192
817577-917A Blower Assembly w/fan Alarm 4
Control & Maintenance Frame (CMF)
---------------------------------
SCMFOCC12.1 Control & Maint Frame OCC 12.1 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+1) 1
814721-666 Serial Line Xxxx XXXX 0
000000-000 Xxxx Xxxxx Assy 2
69
SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx - Xxxxxxx Issue No.: 2
Date: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
822010-656 Tape Drive 1
Used Switching Equipment
Control and Maintenance Frame (CMF)
-----------------------------------
817702-556 Traffic Measurement/Rec 1
000000-000 XXX PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX RWBA 1
822222-606A DLI-II 1
TSIPWB17 TSDI PWBA 16
822702-536A PXAM II - 4MB 2
822727-696A J8 Call Processor 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPP0PWB17 TPP PWBA (Sectors 0, 1, 2, 3) 1
OCCS7 BASIC CCS7 Basics 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PWBA 3
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 6
Power & Test Frame (PRT)
------------------------
SPRTFOCC12.1 Power Ringing & Tst Fr OCC12.1 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 14
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+1) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund. Invtr 1
814215-820 Xxxx 4 Chan Announcer (NT5M) 1
203352-681 4 Channel Announcer 1
70
SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx - Xxxxxxx Issue No.: 2
Date: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Automatic Message Accounting
----------------------------
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Xxxx 0
000000-000 Xxxx 0000 XXX Tape Drives (2) 2
814421-909 Xxxx 1600 BPI Strapping 2
Used Switching Equipment
Miscellaneous
-------------
0-00000-0000 DSX Pnl-ADC DSX-DR 19 w/cord 7
PJ716 Bantam Patch Cord 28
2200B Channel Access Xxxx 0
000000-000 0000 Xxxx Xxxxxx Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
SD0000 Std System Documentation 1
D0001 Specifications, Paper 3
D0002 Site Drawings, Paper 3
203352-600 Xxxxxx Filtered Fuse Panel 1
207630-911 Xxxxx Xxxxxxxxx XXX 0
000000-000 XXX Assy/Modem Elimator 4
Superstructure & Cabling 1
Battery Distribution Frame
--------------------------
814053-043A 7 ft Battery Discharge Frame 1
207521-733 Shield 1
Power Equipment
---------------
202975-593 7' x 23" Relay Rack 1
71
SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx - Xxxxxxx Issue No.: 2
Date: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
BATRACKW/BRC Battery Rack - with Bracing 1
4DD-85-29 Exide DD Battery 1215 AH 1
203352-588 Charger/Lorain/200A RHM200D50 3
Distribution Frame Equipment
----------------------------
5065-8 Term Blocks Xxxxxx 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Used Switching Equipment
Maintenance & Administration Equipment
--------------------------------------
202958-464 Tape Cartridge 1
000000-000 Xxxxx Xxxx Xxxxx Cleaning Kit 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
Spare Circuit Packs
-------------------
200110-099 Fuse -1/2 Amp 1
207630-042 Shield Assembly 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
72
SIEMENS Proposal No.: XXX-000000
Xxxxxxxxx - Xxxxxxx Issue No.: 2
Date: November 14, 1995
INSTALLATION SITE: LOS ANGELES, CALIFORNIA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive PWBA 1
822010-666 Tape Drive PWBA 1
822015-536 Synchronous Clock PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist. PWBA 1
Used Switching Equipment
------------------------
822289-566A TBI II PWBA 1
822723-556A Data Link III PWBA 1
822726-526A HD XXX/XX XXXX 0
000000-000X XXXX Xxx & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
73
LOAN AMORTIZATION TABLE
Amount $595,451.51
Total Paid ($794,729.40)
Interest Pa ($199,277.89)
DATE LENDER NAME
7/15/96 LA #2 - XXXXXXXXX
Annual
Pmnt Start of Interest Scheduled Actual Scheduled Interest Principal Additional
# Period Rate Balance Balance Payment Portion Portion Principal
-------------------------------------------------------------------------------------------------------------------------
1 05/96 12.00% 595,451.51 595,451.51 (13,245.49) (5,954.52) (7,290.97)
-------------------------------------------------------------------------------------------------------------------------
2 06/96 12.00% 588,160.54 588,160.54 (13,245.49) (5,881.61) (7,363.88)
-------------------------------------------------------------------------------------------------------------------------
3 07/96 12.00% 580,796.65 580,796.65 (13,245.49) (5,807.97) (7,437.52)
-------------------------------------------------------------------------------------------------------------------------
4 08/96 12.00% 573,359.13 573,359.13 (13,245.49) (5,733.59) (7,511.90)
-------------------------------------------------------------------------------------------------------------------------
5 09/96 12.00% 565,847.23 565,847.23 (13,245.49) (5,658.47) (7,587.02)
-------------------------------------------------------------------------------------------------------------------------
6 10/96 12.00% 558,260.21 558,260.21 (13,245.49) (5,582.60) (7,662.89)
-------------------------------------------------------------------------------------------------------------------------
7 11/96 12.00% 550,597.32 550,597.32 (13,245.49) (5,505.97) (7,739.52)
-------------------------------------------------------------------------------------------------------------------------
8 12/96 12.00% 542,857.81 542,857.81 (13,245.49) (5,428.58) (7,816.91)
-------------------------------------------------------------------------------------------------------------------------
9 01/97 12.00% 535,040.89 535,040.89 (13,245.49) (5,350.41) (7,895.08)
-------------------------------------------------------------------------------------------------------------------------
10 02/97 12.00% 527,145.81 527,145.81 (13,245.49) (5,271.46) (7,974.03)
-------------------------------------------------------------------------------------------------------------------------
11 03/97 12.00% 519,171.78 519,171.78 (13,245.49) (5,191.72) (8,053.77)
-------------------------------------------------------------------------------------------------------------------------
12 04/97 12.00% 511,118.01 511,118.01 (13,245.49) (5,111.18) (8,134.31)
-------------------------------------------------------------------------------------------------------------------------
13 05/97 12.00% 502,983.70 502,983.70 (13,245.49) (5,029.84) (8,215.65)
-------------------------------------------------------------------------------------------------------------------------
14 06/97 12.00% 494,768.05 494,768.05 (13,245.49) (4,947.68) (8,297.81)
-------------------------------------------------------------------------------------------------------------------------
15 07/97 12.00% 486,470.24 486,470.24 (13,245.49) (4,864.70) (8,380.79)
-------------------------------------------------------------------------------------------------------------------------
16 08/97 12.00% 478,089.45 478,089.45 (13,245.49) (4,780.89) (8,464.60)
-------------------------------------------------------------------------------------------------------------------------
17 09/97 12.00% 469,624.85 469,624.85 (13,245.49) (4,696.25) (8,549.24)
-------------------------------------------------------------------------------------------------------------------------
18 10/97 12.00% 461,075.61 461,075.61 (13,245.49) (4,610.76) (8,634.73)
-------------------------------------------------------------------------------------------------------------------------
19 11/97 12.00% 452,440.88 452,440.88 (13,245.49) (4,524.41) (8,721.08)
-------------------------------------------------------------------------------------------------------------------------
20 12/97 12.00% 443,719.80 443,719.80 (13,245.49) (4,437.20) (8,808.29)
-------------------------------------------------------------------------------------------------------------------------
21 01/98 12.00% 434,911.51 434,911.50 (13,245.49) (4,349.12) (8,896.38)
-------------------------------------------------------------------------------------------------------------------------
22 02/98 12.00% 426,015.13 426,015.13 (13,245.49) (4,260.15) (8,985.34)
-------------------------------------------------------------------------------------------------------------------------
23 03/98 12.00% 417,029.79 417,029.79 (13,245.49) (4,170.30) (9,075.19)
-------------------------------------------------------------------------------------------------------------------------
24 04/98 12.00% 407,954.60 407,954.60 (13,245.49) (4,079.55) (9,165.94)
-------------------------------------------------------------------------------------------------------------------------
25 05/98 12.00% 398,788.66 398,788.65 (13,245.49) (3,987.89) (9,257.60)
-------------------------------------------------------------------------------------------------------------------------
26 06/98 12.00% 389,531.05 389,531.05 (13,245.49) (3,895.31) (9,350.18)
-------------------------------------------------------------------------------------------------------------------------
27 07/98 12.00% 380,180.87 380,180.87 (13,245.49) (3,801.81) (9,443.68)
-------------------------------------------------------------------------------------------------------------------------
28 08/98 12.00% 370,737.19 370,737.19 (13,245.49) (3,707.37) (9,538.12)
-------------------------------------------------------------------------------------------------------------------------
29 09/98 12.00% 361,199.07 361,199.07 (13,245.49) (3,611.99) (9,633.50)
-------------------------------------------------------------------------------------------------------------------------
30 10/98 12.00% 351,565.57 351,565.57 (13,245.49) (3,515.66) (9,729.83)
-------------------------------------------------------------------------------------------------------------------------
31 11/98 12.00% 341,835.74 341,835.74 (13,245.49) (3,418.36) (9,827.13)
-------------------------------------------------------------------------------------------------------------------------
32 12/98 12.00% 332,008.61 332,008.61 (13,245.49) (3,320.09) (9,925.40)
-------------------------------------------------------------------------------------------------------------------------
33 01/99 12.00% 322,083.20 322,083.20 (13,245.49) (3,220.83) (10,024.66)
-------------------------------------------------------------------------------------------------------------------------
34 02/99 12.00% 312,058.55 312,058.54 (13,245.49) (3,120.59) (10,124.90)
-------------------------------------------------------------------------------------------------------------------------
35 03/99 12.00% 301,933.64 301,933.64 (13,245.49) (3,019.34) (10,226.15)
-------------------------------------------------------------------------------------------------------------------------
36 04/99 12.00% 291,707.49 291,707.49 (13,245.49) (2,917.07) (10,328.42)
-------------------------------------------------------------------------------------------------------------------------
37 05/99 12.00% 281,379.07 281,379.07 (13,245.49) (2,813.79) (10,431.70)
-------------------------------------------------------------------------------------------------------------------------
38 06/99 12.00% 270,947.37 270,947.37 (13,245.49) (2,709.47) (10,536.02)
-------------------------------------------------------------------------------------------------------------------------
39 07/99 12.00% 260,411.36 260,411.36 (13,245.49) (2,604.11) (10,641.38)
-------------------------------------------------------------------------------------------------------------------------
40 08/99 12.00% 249,769.98 249,769.98 (13,245.49) (2,497.70) (10,747.79)
-------------------------------------------------------------------------------------------------------------------------
41 09/99 12.00% 239,022.19 239,022.19 (13,245.49) (2,390.22) (10,855.27)
-------------------------------------------------------------------------------------------------------------------------
74
LOAN AMORTIZATION TABLE
Amount $595,451.51
Total Paid ($794,729.40)
Interest Pa ($199,277.89)
-------------------------------------------------------------------------------------------------------------------------
42 10/99 12.00% 228,166.92 228,166.92 (13,245.49) (2,281.67) (10,963.82)
-------------------------------------------------------------------------------------------------------------------------
43 11/99 12.00% 217,203.10 217,203.10 (13,245.49) (2,172.03) (11,073.46)
-------------------------------------------------------------------------------------------------------------------------
44 12/99 12.00% 206,129.64 206,129.64 (13,245.49) (2,061.30) (11,184.19)
-------------------------------------------------------------------------------------------------------------------------
45 01/00 12.00% 194,945.45 194,945.45 (13,245.49) (1,949.45) (11,296.04)
-------------------------------------------------------------------------------------------------------------------------
46 02/00 12.00% 183,649.41 183,649.41 (13,245.49) (1,836.49) (11,409.00)
-------------------------------------------------------------------------------------------------------------------------
47 03/00 12.00% 172,240.42 172,240.42 (13,245.49) (1,722.40) (11,523.09)
-------------------------------------------------------------------------------------------------------------------------
48 04/00 12.00% 160,717.33 160,717.33 (13,245.49) (1,607.17) (11,638.32)
-------------------------------------------------------------------------------------------------------------------------
49 05/00 12.00% 149,079.02 149,079.01 (13,245.49) (1,490.79) (11,754.70)
-------------------------------------------------------------------------------------------------------------------------
50 06/00 12.00% 137,324.32 137,324.31 (13,245.49) (1,373.24) (11,872.25)
-------------------------------------------------------------------------------------------------------------------------
51 07/00 12.00% 125,452.07 125,452.07 (13,245.49) (1,254.52) (11,990.97)
-------------------------------------------------------------------------------------------------------------------------
52 08/00 12.00% 113,461.10 113,461.10 (13,245.49) (1,134.61) (12,110.88)
-------------------------------------------------------------------------------------------------------------------------
53 09/00 12.00% 101,350.22 101,350.22 (13,245.49) (1,013.50) (12,231.99)
-------------------------------------------------------------------------------------------------------------------------
54 10/00 12.00% 89,118.23 89,118.23 (13,245.49) (891.18) (12,354.31)
-------------------------------------------------------------------------------------------------------------------------
55 11/00 12.00% 76,763.93 76,763.92 (13,245.49) (767.64) (12,477.85)
-------------------------------------------------------------------------------------------------------------------------
56 12/00 12.00% 64,286.07 64,286.07 (13,245.49) (642.86) (12,602.63)
-------------------------------------------------------------------------------------------------------------------------
57 01/01 12.00% 51,683.45 51,683.44 (13,245.49) (516.83) (12,728.66)
-------------------------------------------------------------------------------------------------------------------------
58 02/01 12.00% 38,954.79 38,954.79 (13,245.49) (389.55) (12,855.94)
-------------------------------------------------------------------------------------------------------------------------
59 03/01 12.00% 26,098.85 26,098.85 (13,245.49) (260.99) (12,984.50)
-------------------------------------------------------------------------------------------------------------------------
60 04/01 12.00% 13,114.35 13,114.34 (13,245.49) (131.14) (13,114.34)
-------------------------------------------------------------------------------------------------------------------------
75
LOAN AMORTIZATION TABLE
Amount $183,549.00
Total Paid ($241,159.15)
Interest Pa ($57,610.15)
DATE LENDER NAME
7/15/96 LA #2 ADDITION 1 - XXXXXXXXX
Annual
Start of Interest Scheduled Actual Scheduled Interest Principal Additional
# Pmnt Period Rate Balance Balance Payment Portion Portion Principal
-----------------------------------------------------------------------------------------------------------------------------
1 06/96 11.50% 183,549.00 183,549.00 (4,087.44) (1,759.01) (2,328.43)
-----------------------------------------------------------------------------------------------------------------------------
2 07/96 11.50% 181,220.57 181,220.57 (4,087.44) (1,736.70) (2,350.75)
-----------------------------------------------------------------------------------------------------------------------------
3 08/96 11.50% 178,869.82 178,869.82 (4,087.44) (1,714.17) (2,373.27)
-----------------------------------------------------------------------------------------------------------------------------
4 09/96 11.50% 176,496.55 176,496.55 (4,087.44) (1,691.43) (2,396.02)
-----------------------------------------------------------------------------------------------------------------------------
5 10/96 11.50% 174,100.53 174,100.53 (4,087.44) (1,668.46) (2,418.98)
-----------------------------------------------------------------------------------------------------------------------------
6 11/96 11.50% 171,681.55 171,681.55 (4,087.44) (1,645.28) (2,442.16)
-----------------------------------------------------------------------------------------------------------------------------
7 12/96 11.50% 169,239.39 169,239.39 (4,087.44) (1,621.88) (2,465.57)
-----------------------------------------------------------------------------------------------------------------------------
8 01/97 11.50% 166,773.82 166,773.82 (4,087.44) (1,598.25) (2,489.19)
-----------------------------------------------------------------------------------------------------------------------------
9 02/97 11.50% 164,284.63 164,284.63 (4,087.44) (1,574.39) (2,513.05)
-----------------------------------------------------------------------------------------------------------------------------
10 03/97 11.50% 161,771.58 161,771.58 (4,087.44) (1,550.31) (2,537.13)
-----------------------------------------------------------------------------------------------------------------------------
11 04/97 11.50% 159,234.45 159,234.45 (4,087.44) (1,526.00) (2,561.45)
-----------------------------------------------------------------------------------------------------------------------------
12 05/97 11.50% 156,673.00 156,673.00 (4,087.44) (1,501.45) (2,585.99)
-----------------------------------------------------------------------------------------------------------------------------
13 06/97 11.50% 154,087.01 154,087.01 (4,087.44) (1,476.67) (2,610.78)
-----------------------------------------------------------------------------------------------------------------------------
14 07/97 11.50% 151,476.23 151,476.23 (4,087.44) (1,451.65) (2,635.80)
-----------------------------------------------------------------------------------------------------------------------------
15 08/97 11.50% 148,840.43 148,840.43 (4,087.44) (1,426.39) (2,661.06)
-----------------------------------------------------------------------------------------------------------------------------
16 09/97 11.50% 146,179.38 146,179.38 (4,087.44) (1,400.89) (2,686.56)
-----------------------------------------------------------------------------------------------------------------------------
17 10/97 11.50% 143,492.82 143,492.82 (4,087.44) (1,375.14) (2,712.30)
-----------------------------------------------------------------------------------------------------------------------------
18 11/97 11.50% 140,780.52 140,780.52 (4,087.44) (1,349.15) (2,738.30)
-----------------------------------------------------------------------------------------------------------------------------
19 12/97 11.50% 138,042.22 138,042.22 (4,087.44) (1,322.90) (2,764.54)
-----------------------------------------------------------------------------------------------------------------------------
20 01/98 11.50% 135,277.68 135,277.68 (4,087.44) (1,296.41) (2,791.03)
-----------------------------------------------------------------------------------------------------------------------------
21 02/98 11.50% 132,486.65 132,486.65 (4,087.44) (1,269.66) (2,817.78)
-----------------------------------------------------------------------------------------------------------------------------
22 03/98 11.50% 129,668.87 129,668.87 (4,087.44) (1,242.66) (2,844.78)
-----------------------------------------------------------------------------------------------------------------------------
23 04/98 11.50% 126,824.09 126,824.09 (4,087.44) (1,215.40) (2,872.05)
-----------------------------------------------------------------------------------------------------------------------------
24 05/98 11.50% 123,952.04 123,952.04 (4,087.44) (1,187.87) (2,899.57)
-----------------------------------------------------------------------------------------------------------------------------
25 06/98 11.50% 121,052.47 121,052.47 (4,087.44) (1,160.09) (2,927.36)
-----------------------------------------------------------------------------------------------------------------------------
26 07/98 11.50% 118,125.11 118,125.11 (4,087.44) (1,132.03) (2,955.41)
-----------------------------------------------------------------------------------------------------------------------------
27 08/98 11.50% 115,169.70 115,169.70 (4,087.44) (1,103.71) (2,983.73)
-----------------------------------------------------------------------------------------------------------------------------
28 09/98 11.50% 112,185.97 112,185.97 (4,087.44) (1,075.12) (3,012.33)
-----------------------------------------------------------------------------------------------------------------------------
29 10/98 11.50% 109,173.64 109,173.64 (4,087.44) (1,046.25) (3,041.20)
-----------------------------------------------------------------------------------------------------------------------------
30 11/98 11.50% 106,132.45 106,132.45 (4,087.44) (1,017.10) (3,070.34)
-----------------------------------------------------------------------------------------------------------------------------
31 12/98 11.50% 103,062.11 103,062.11 (4,087.44) (987.68) (3,099.76)
-----------------------------------------------------------------------------------------------------------------------------
32 01/99 11.50% 99,962.34 99,962.34 (4,087.44) (957.97) (3,129.47)
-----------------------------------------------------------------------------------------------------------------------------
33 02/99 11.50% 96,832.87 96,832.87 (4,087.44) (927.98) (3,159.46)
-----------------------------------------------------------------------------------------------------------------------------
34 03/99 11.50% 93,673.41 93,673.41 (4,087.44) (897.70) (3,189.74)
-----------------------------------------------------------------------------------------------------------------------------
35 04/99 11.50% 90,483.67 90,483.67 (4,087.44) (867.14) (3,220.31)
-----------------------------------------------------------------------------------------------------------------------------
36 05/99 11.50% 87,263.36 87,263.36 (4,087.44) (836.27) (3,251.17)
-----------------------------------------------------------------------------------------------------------------------------
37 06/99 11.50% 84,012.19 84,012.19 (4,087.44) (805.12) (3,282.33)
-----------------------------------------------------------------------------------------------------------------------------
38 07/99 11.50% 80,729.86 80,729.86 (4,087.44) (773.66) (3,313.78)
-----------------------------------------------------------------------------------------------------------------------------
39 08/99 11.50% 77,416.08 77,416.08 (4,087.44) (741.90) (3,345.54)
-----------------------------------------------------------------------------------------------------------------------------
40 09/99 11.50% 74,070.54 74,070.54 (4,087.44) (709.84) (3,377.60)
-----------------------------------------------------------------------------------------------------------------------------
41 10/99 11.50% 70,692.94 70,692.94 (4,087.44) (677.47) (3,409.97)
-----------------------------------------------------------------------------------------------------------------------------
76
LOAN AMORTIZATION TABLE
Amount $ 183,549.00
Total Paid $(241,159.15)
Interest Pa ($57,610.15)
-----------------------------------------------------------------------------------------------------------------------------
42 11/99 11.50% 67,282.97 67,282.97 (4,087.44) (644.80) (3,442.65)
-----------------------------------------------------------------------------------------------------------------------------
43 12/99 11.50% 63,840.32 63,840.32 (4,087.44) (611.80) (3,475.64)
-----------------------------------------------------------------------------------------------------------------------------
44 01/00 11.50% 60,364.68 60,364.68 (4,087.44) (578.49) (3,508.95)
-----------------------------------------------------------------------------------------------------------------------------
45 02/00 11.50% 56,855.74 56,855.74 (4,087.44) (544.87) (3,542.58)
-----------------------------------------------------------------------------------------------------------------------------
46 03/00 11.50% 53,313.16 53,313.16 (4,087.44) (510.92) (3,576.53)
-----------------------------------------------------------------------------------------------------------------------------
47 04/00 11.50% 49,736.63 49,736.63 (4,087.44) (476.64) (3,610.80)
-----------------------------------------------------------------------------------------------------------------------------
48 05/00 11.50% 46,125.83 46,125.83 (4,087.44) (442.04) (3,645.40)
-----------------------------------------------------------------------------------------------------------------------------
49 06/00 11.50% 42,480.43 42,480.43 (4,087.44) (407.10) (3,680.34)
-----------------------------------------------------------------------------------------------------------------------------
50 07/00 11.50% 38,800.09 38,800.09 (4,087.44) (371.83) (3,715.61)
-----------------------------------------------------------------------------------------------------------------------------
51 08/00 11.50% 35,084.48 35,084.48 (4,087.44) (336.23) (3,751.22)
-----------------------------------------------------------------------------------------------------------------------------
52 09/00 11.50% 31,333.27 31,333.26 (4,087.44) (300.28) (3,787.17)
-----------------------------------------------------------------------------------------------------------------------------
53 10/00 11.50% 27,546.10 27,546.10 (4,087.44) (263.98) (3,823.46)
-----------------------------------------------------------------------------------------------------------------------------
54 11/00 11.50% 23,722.64 23,722.64 (4,087.44) (227.34) (3,860.10)
-----------------------------------------------------------------------------------------------------------------------------
55 12/00 11.50% 19,862.54 19,862.54 (4,087.44) (190.35) (3,897.09)
-----------------------------------------------------------------------------------------------------------------------------
56 01/01 11.50% 15,965.44 15,965.44 (4,087.44) (153.00) (3,934.44)
-----------------------------------------------------------------------------------------------------------------------------
57 02/01 11.50% 12,031.00 12,031.00 (4,087.44) (115.30) (3,972.15)
-----------------------------------------------------------------------------------------------------------------------------
58 03/01 11.50% 8,058.86 8,058.86 (4,087.44) (77.23) (4,010.21)
-----------------------------------------------------------------------------------------------------------------------------
59 04/01 11.50% 4,048.64 4,048.64 (4,087.44) (38.80) (4,048.64)
-----------------------------------------------------------------------------------------------------------------------------
60 11.50% -- -- -- -- --
-----------------------------------------------------------------------------------------------------------------------------
