SADDLEBACK FINANCIAL CORPORATION LEASE AGREEMENT
TO OUR VALUED CUSTOMER: This Lease has been written in "Plain English". When
a UniCapital Company we use the words you and your in this Lease, we mean you, our customer,
which is the Lessee indicated below. When we use the words we, us and our
in this Lease, we mean the Lessor, Saddleback Financial Corporation,
000 Xxx Xxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000, (000) 000-0000
------------------------------------------------------------------------------------------------------------------------------------
CUSTOMER
INFORMATION Lessee Name:
MAJESTIC MODULAR BUILDINGS, LTD.
Billing Street Address/City/State/Zip Lease #
320 - 9TH STREET, MODESTO, CA 95351 13114-0899
Equipment Location (if other from above) Tax ID #
00-0000000
------------------------------------------------------------------------------------------------------------------------------------
SUPPLIER Supplier Name:
INFORMATION XXXXXXX MANUFACTURING, INC ("Supplier")
Business Address/City/County/State/Zip
00000 XXXX 000XX XXX. XXXXXXXXXX, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
EQUIPMENT ONE ( 1 ) VARIPAN PANEL MANUFACTURING SYSTEM, MODEL VP-21 MORE THOROUGHLY
DESCRIPTION DESCRIBED ON THE SCHEDULE "A" DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF,
INCLUDING ALL ATTACHMENTS AND ACCESSORIES.
------------------------------------------------------------------------------------------------------------------------------------
TERM AND = Total
LEASE Lease Term No. of Amount of Lease ADVANCE PAYMENT(S)
PAYMENT Months payments payment + Tax Payment First and last $2,938.00
SCHEDULE ------------ ---------- ----------- ---------- ------------- ----------- Upfront documentation
Followed and recording fee(s): $150.00
36 36 1,469.00 + = 1,469.00 by TOTAL INITIAL PAYMENT $3,088.00
------------------------------------------------------------------------------------------------------------------------------------
END OF LEASE (Check one applicable box. If no box is checked, the Fair Market Value Purchase Option PLUS
PURCHASE will apply.) APPLICABLE
OPTION TAXES
[ ] Fair Market Value Purchase Option [ ]See attached Option Rider
[X] Fixed Price Purchase Option of $1.00
------------------------------------------------------------------------------------------------------------------------------------
INSURANCE You are required to provide and maintain insurance related to the Equipment, and to pay any property,
AND TAXES use and other taxes related to this Lease or the Equipment. (See Sections and 6 on the back of this Lease.)
If you are tax-exempt, you agree to furnish us with satisfactory evidence of your exemption.
------------------------------------------------------------------------------------------------------------------------------------
TERMS AND BY SIGNING THIS LEASE:(I)YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS ON
FRONT AND BACK OF THIS LEASE, (II) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT TERMINATE OR
CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER THIS LEASE, AND YOU CANNOT
WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY REASON, (III) YOU WILL USE THE EQUIPMENT ONLY FOR
BUSINESS PURPOSES, (IV) YOU WARRANT THAT THE PERSON SIGNING THIS LEASE FOR YOU HAS THE AUTHORITY TO DO SO
AND TO GRANT THE POWER OF ATTORNEY SET FORTH IN SECTION 7 OF THIS LEASE, (V) YOU CONFIRM THAT YOU
DECIDED TO ENTER INTO THIS LEASE RATHER THAN PURCHASE THE EQUIPMENT FOR THE TOTAL CASH PRICE, AND (VI) YOU
AGREE THAT THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA AND YOU CONSENT TO THE
JURISDICTION OF ANY COURT LOCATED WITHIN CALIFORNIA. YOU AND WE EXPRESSLY WAIVE ANY RIGHTS TO A TRIAL BY
JURY.
SADDLEBACK FINANCIAL CORPORATION MAJESTIC MODULAR BUILDINGS, LTD.
LESSOR LESSEE
X /s/ Xxxxxx X. Xxxxx X /s/ Xxxxxxxx Xxxxxxx
------------------------------------------------------------------ -----------------------------------------------------------
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
Xxxxxx X. Xxxxx, President 8/17/99 XXXXXXXX XXXXXXX, PRESIDENT
------------------------------------------------- ---------------- ----------------------------------------------- -----------
PRINT NAME & TITLE DATE PRINT NAME & TITLE DATE
1. LEASE; DELIVERY AND ACCEPTANCE. You agree to lease the equipment described on
the front of the lease agreement (collectively "Equipment") on the terms and
conditions shown on the front and back of this lease ("Lease"). If you have
entered into any purchase or supply contract (collectively "Supply Contract")
with any Supplier, you assign to us your rights under such Supply Contract, but
none of your obligations (other than the obligation to pay for the Equipment if
it is accepted by you as stated below and you timely deliver to us such
documents and assurances as we request). If you have not entered into a Supply
Contract, you authorize us to enter into a Supply Contract on your behalf. You
will arrange for the delivery of the Equipment to you. When you receive the
Equipment you agree to inspect it to determine if it is good working order. This
Lease will begin on the date when the Equipment is delivered to you and the
Equipment will be deemed irrevocably accepted by you upon the earlier of: a) the
delivery to us of a signed Delivery and Acceptance Certificate (if requested by
us); or b) 10 days after delivery of the Equipment to you if previously you have
not given written notice to us of your non-acceptance. The first Lease Payment
is due on or before the date the Equipment is delivered to you. The remaining
Lease Payments will be due on the day of each subsequent month (or such other
time period specified on the front of this Lease) designated by us. You will
make all payments required under the Lease to us at such address we may specify
in writing. You authorize us to adjust the Lease Payment by not more than 15% if
the actual Total Cash Price (which is all amounts we have paid in connection
with the purchase, delivery and installation of the Equipment, including any
trade-up and buyout amounts) differs from the estimated Total Cash Price of the
Equipment. If any Lease Payment or other amount payable to us under this Lease
is not paid within 10 days of its due date, you will pay us a late charge not to
exceed 7% of each late payment (or such lesser rate as is the maximum rate
allowable under applicable law).
2. NO WARRANTIES. WE ARE LEASING THE EQUIPMENT TO YOU "AS-IS". YOU ACKNOWLEDGE
THAT WE DO NOT MANUFACTURE THE EQUIPMENT, WE DO NOT REPRESENT THE MANUFACTURER
OR THE SUPPLIER, AND YOU HAVE SELECTED THE EQUIPMENT AND SUPPLIER BASED UPON
YOUR OWN JUDGEMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.
YOU AGREE THAT REGARDLESS OF CAUSE, WE ARE NOT RESPONSIBLE FOR AND YOU WILL NOT
MAKE ANY CLAIM AGAINST US FOR ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT ,
SPECIAL, OR INDIRECT. YOU AGREE THAT NEITHER SUPPLIER NOR SALESPERSON, EMPLOYEE
OR AGENT OF THE SUPPLIER IS OUR AGENT OR HAS ANY AUTHORITY TO SPEAK FOR US OR
BIND US IN ANY WAY. WE TRANSFER TO YOU FOR THE TERM OF EACH SCHEDULE ANY
WARRANTIES MADE BY THE MANUFACTURER OR SUPPLIER WITH RESECT TO THE EQUIPMENT
LEASED.
3. EQUIPMENT LOCATION; USE AND REPAIR; RETURN. You will keep and use the
Equipment only at the Equipment Location shown on the front of this Lease. You
may not move the Equipment without our prior written consent. At your own cost
and expense, you will keep the Equipment eligible for any manufacturer's
certification, in compliance with all applicable laws and in good condition,
except for ordinary wear and tear. You will not make any alterations, additions
or replacements to the Equipment without our prior written consent. All
alterations, additions or replacements will become part of the Equipment and our
property at no cost or expense to us. We may inspect the Equipment at any
reasonable time. Unless you purchase the Equipment in accordance with this
Lease, at the end of this Lease you will immediately deliver the Equipment to us
in as good condition as when you received it, except for ordinary wear and tear,
to any place in the United States that we tell you. You will pay all expenses of
deinstalling, crating and shipping, and you will insure the Equipment for its
full replacement value during shipping.
4. TAXES AND FEES. You will pay when due, either directly or to us upon demand,
all taxes, fines and penalties relating to this Lease or the Equipment that are
now or in the future assessed or levied by any state, local or other government
authority. We will file all personal property, use or other tax returns (unless
we notify you otherwise in writing) and you agree to pay us a fee for making
such filings. We do not have to contest any taxes, fines or penalties. You will
pay estimated property taxes with each Lease Payment or annually, as invoiced.
5. LOSS OR DAMAGE. As between you and us, you are responsible for any loss,
theft or destruction of, or damage to, the Equipment (collectively "Loss") from
any cause at all, whether or not insured, until it is delivered to us at the end
of this Lease and comply with all other Lease obligation even if there is a
loss. You are required to make all Lease Payments even if there is a Loss. You
must notify us in writing immediately of any Loss. Then, at our option, you will
either (a) repair the Equipment so that it is in good condition and working
order, eligible to any manufacturer's certification, or (b) pay us the amount
specified in section 9(b) below.
6. INSURANCE. You will provide and maintain at your expense (a) property
insurance against the loss, theft or destruction of, or damage to, the Equipment
for its full replacement value, naming us as loss payee, and (b) public
liability and third party property insurance, naming us as an additional
insured. You will give us certificates or other evidence of such insurance when
requested. Such insurance will be in a form, amount and with companies
acceptable to us, and will provide that we will be given 30 days advance notice
of any cancellation or material change of such insurance. If you do not give us
evidence of insurance acceptable to us, we have the right, but not the
obligation, to obtain insurance covering our interest in the Equipment for the
term of this Lease, including any renewal or extensions, from an insurer of our
choice, including an insurer that is our affiliate. We may add the costs of
acquiring and maintaining such insurance and our fees for our services in
placing and maintaining such insurance (collectively "Insurance Charge") to the
amounts due from you under this Lease. You will pay the Insurance Charge in
equal installments allocated to the remaining Lease Payments. If we purchase
insurance, you will cooperate with our insurance agent with respect to the
placement of insurance and the processing of claims. Nothing in this Lease will
create an insurance relationship of any type between us and any other person.
You acknowledge that we are not required to secure or maintain any insurance,
and we will not be liable to you if we terminate any insurance coverage that we
arrange. If we replace or renew any insurance coverage, we are not obligated to
provide replacement or renewal coverage under the same terms, costs, limits, or
conditions as the previous coverage.
7. TITLE; RECORDING. We are the owner of and will hold title to the Equipment.
You will keep the Equipment free of all liens and encumbrances. Unless the
Purchase Option price shown on the front of this Lease is $1.00, you agree that
this transaction is a true lease. However, if the transaction is deemed to be a
lease intended for security, you grant us a purchase money security interest in
the Equipment (including any replacements, substitutions, additions, attachments
and proceeds). You will deliver to us signed financing statements or other
documents we request to protect our interest in the Equipment. YOU AUTHORIZE US
TO FILE A COPY OF THIS LEASE AS A FINANCING STATEMENT AND APPOINT US OR OUR
DESIGNEE AS YOUR ATTORNEY-IN-FACT TO EXECUTE AND FILE, ON YOUR BEHALF, FINANCING
STATEMENTS COVERING THE EQUIPMENT.
8. DEFAULT. Each of the following is a "default" under this Lease (a) you fail
to pay any Lease Payment or any other payment within 10 days of its due date,
(b) you do not perform any of your obligations under this Lease or in any other
agreement with us or with any of our affiliates and this failure continues for
10 days after we have notified you of it, (c) you become insolvent, you dissolve
or are dissolved, or you assign your assets for the benefit of your creditors,
or enter (voluntarily or involuntarily) any bankruptcy or reorganization
proceeding, (d) any guarantor of this Lease dies, does not perform its
obligations under the guaranty, or becomes subject to one of the events listed
in clause (c) above, (e) you fail to keep the Equipment insured as required by
Section 6 hereof or (f) you attempt to transfer or encumber the Equipment.
9. REMEDIES. If a Default occurs, we may do one or more of the following (a) we
may cancel or terminate this Lease or any or all other agreements that we have
entered into with you, (b) we may require you to immediately pay us, as
compensations for loss of our bargain and not as a penalty, a sum equal to (i)
the present value of all unpaid Lease Payments for the remainder of the term
plus the present value of our anticipated residual interest in the Equipment,
each discounted at 5% per year, compounded monthly, plus (ii) all other amounts
due or that become due under this Lease, (c) we may require you to deliver the
Equipment to us as set forth in Section 3; (d) we or our agent may peacefully
repossess the Equipment without court order and you will not make any claims
against us for damages or trespass or any other reason, and (e) we may exercise
any other right or remedy available at law or in equity. YOU AGREE TO PAY ALL OF
OUR COSTS OF ENFORCING OUR RIGHTS AGAINST YOU, INCLUDING REASONABLE ATTORNEYS'
FEES. If we take possession of the Equipment, we may sell or otherwise dispose
of it with or without notice, at a public or private sale, and apply the net
proceeds (after we have deducted all costs related to the sale or disposition of
the Equipment) to the amounts that you owe us. You agree that if notice of sale
is required by law to be given, 10 days' notice shall constitute reasonable
notice. You will remain responsible for any amounts that are due after we have
applied such net proceeds.
10. ASSIGNMENT. YOU MAY NOT ASSIGN, SELL, TRANSFER OR SUBLEASE THE EQUIPMENT OR
YOUR INTEREST IN THIS LEASE. We may, without notifying you, sell, assign, or
transfer this Lease or our rights in the Equipment. YOU AGREE THAT THE NEW OWNER
WILL HAVE THE SAME RIGHTS AND BENEFITS THAT WE HAVE NOW UNDER THIS LEASE BUT NOT
OUR OBLIGATIONS. THE RIGHTS OF THE NEW OWNER WILL NOT BE SUBJECT TO ANY CLAIM,
DEFENSE OR SET-OFF THAT YOU MAY HAVE AGAINST US. Following any assignment you
will make all payments due under this Lease as directed by the new owner.
11. PURCHASE OPTION; AUTOMATIC RENEWAL. If no Default exists under this Lease,
you will have the option at the end of the original or any renewal term to
purchase all (but not less than all) of the Equipment at the Purchase Option
price shown on the front of this Lease, plus any applicable taxes. If the Fair
Market Value Purchase Option has been selected, you must give us at least 30
days written notice before the end of the original term that you will purchase
the Equipment or that you will deliver the Equipment to us to an address
specified by us. If you do not give us such written notice or if you do not
purchase or deliver the Equipment in accordance with the terms and conditions of
Lease, this Lease will automatically renew for an additional 12 month term and
thereafter renew for successive one month terms until you deliver the Equipment
to us. During such renewal(s) the Lease Payment will remain the same. We may
cancel an automatic renewal term by sending you written notice 10 days prior to
such renewal term. If the Fair Market Value Purchase Option has been selected,
we will use our reasonable judgement to determine the Equipment's fair market
value. If you do not agree with our determination of the Equipment's fair market
value, the fair market value (on a retail basis) will be determined at your
expense by an independent appraiser selected by us. Upon payment of the Purchase
Option price, we shall transfer our interest in the Equipment to you "AS IS,
WHERE IS" without any representation or warranty whatsoever and this Lease will
terminate.
12. INDEMNIFICATION. You are responsible for any losses, damages, penalties,
claims, suits and actions (collectively "Claims"), whether based on a theory of
strict liability or otherwise caused by or related to (a) the manufacture,
installation, ownership, use, lease, possession, or delivery of the Equipment or
(b) any defects in the Equipment. You agree to reimburse us for and if we
request, to defend us against, any Claims.
13. CREDIT INFORMATION. YOU AUTHORIZE US OR ANY OF OUR AFFILIATES OR OUR ASSIGNS
TO OBTAIN CREDIT BUREAU REPORTS, AND MAKE OTHER CREDIT INQUIRIES THAT WE
DETERMINE ARE NECESSARY. ON YOUR WRITTEN REQUEST, WE WILL INFORM YOU WHETHER WE
HAVE REQUESTED A CONSUMER CREDIT REPORT AND THE NAME AND ADDRESS OF ANY CONSUMER
CREDIT REPORTING AGENCY THAT FURNISHED A REPORT. YOU ACKNOWLEDGE THAT WITHOUT
FURTHER NOTICE WE MAY USE OR REQUEST ADDITIONAL CREDIT BUREAU REPORTS TO UPDATE
OUR INFORMATION SO LONG AS YOUR OBLIGATIONS TO US ARE OUTSTANDING.
14. MISCELLANEOUS. You agree that the terms and conditions contained in this
Lease make up the entire agreement between you and us regarding the lease of the
Equipment. To the extent permitted by applicable law, you hereby waive any and
all rights and remedies conferred upon a lessee by Sections 2A508 through 2A-522
of the Uniformed Commercial Code. This Lease is not binding on us until we sign
it. Any change in any of the terms and conditions of this Lease must be in
writing and signed by us. YOU AGREE, HOWEVER, THAT WE ARE AUTHORIZED, WITHOUT
NOTICE TO YOU, TO SUPPLY MISSING INFORMATION OR CORRECT OBVIOUS ERRORS IN THIS
LEASE. If we delay or fail to enforce any of our rights under this Lease, we
will still be entitled to enforce those rights at a later time. All notices
shall be given in writing by the party sending the notice and shall be effective
when deposited in the U.S. Mail, addressed to the party receiving the notice at
its address shown on the front of this Lease (or to any other address specified
by that party in writing) with postage prepaid. All representations, warranties,
indemnities and covenants made by you under this Lease will survive the
termination of this Lease. It is the express intent of the parties not to
violate any applicable usury laws or to exceed the maximum amount of time price
differential or interest, as applicable, permitted to be charged or collected by
applicable law, and any such excess payment will be applied to Lease Payments in
inverse order of maturity, and any remaining excess will be refunded to you. If
you do not perform any of your obligations under this Lease, we have the right,
but not the obligation, to take any action or pay any amounts that we believe
are necessary to protect our interests. You agree to reimburse us immediately
upon our demand for any such amounts that we pay. If more than one Lessee has
signed this Lease, each of you agree that your liability is joint and several.
15. ACCORD AND SATISFACTION. No endorsement or statement on any check or any
letter accompanying any check or payment of Lease Payment be deemed and accord
and satisfaction, and we may accept such check or payment without prejudice to
our right to recover the balance of such Lease Payment or pursue other remedy.
