Master Lease Agreement - Comdisco Inc. and Cardima Inc.
[COMDISCO LETTERHEAD APPEARS HERE]
FEDERAL EXPRESS
February 24, 1998
Sandra Berg
Cardima Inc.
47266 Benicia Street
P.O. Box 14172
Fremont, CA 94539-1372
Re: Execution Documents
Dear Sandra:
Enclosed please find the below listed original execution documents for our
recent lease financing. Please retain these documents for your records.
. Equipment Schedule VL-3
If you have any questions regarding the enclosed, please feel free to call me at
(650) 234-1623 and I look forward to our future dealings.
Sincerely,
/s/ Grace Gillen
Grace Gillen
Information Document Specialist
cc: File Copy
Rosemont (original attached)
Enclosures
<PAGE>
COPY
EQUIPMENT SCHEDULE VL-3
DATED AS OF FEBRUARY 13, 1998
TO MASTER LEASE AGREEMENT
DATED AS OF JANUARY 23, 1996 (THE "MASTER LEASE")
LESSEE: CARDIMA, INC. LESSOR: COMDISCO, INC.
Admin. Contact/Phone No.: Address for all Notices:
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Sandra Berg 6111 North River Road
Ph. (510) 354-0120 Rosemont, Illinois 60018
Fax (510) 657-4476 Attn.: Venture Group
Address for Notices:
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47266 Benicia Street
P.O. Box 14172
Fremont, CA 94539-1372
Attn.:
Central Billing Location: Rent Interval: Monthly
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Same as above.
Attn.:
Lessee Reference No.: ___________________
(24 digits maximum)
Location of Equipment: Initial Term: 48
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Same as above. (Number of Rent Intervals)
Lease Rate Factor: 2.484%
Attn.: -----------------
EQUIPMENT (as defined below): Advance: $37,260.00
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less pro-rata portion of advance
paid on VL-2 $19,810.72
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Total Advance due: $17,449,28
Equipment, including custom use equipment, specifically approved by Lessor,
which shall be delivered to and accepted by Lessee during the period February
13, 1998 through December 31, 1998 ("Equipment Delivery Period"), for which
Lessor receives vendor invoices approved for payment, up to an aggregate
purchase price of $1,500,000 ("Commitment Amount"), which amount consists of
$797,532.96 transferred from Equipment Schedule VL-2 dated April 7, 1997.
Equipment shall exclude rolling stock, hand held items, molds, SB, and fungible
items. In no event shall software, tenant improvements, and tooling exceed 35%
of the Commitment Amount hereunder.
(24 digits maximum)
<PAGE>
1. EQUIPMENT PURCHASE
This Schedule contemplates Lessor's acquisition of Equipment for lease to
Lessee, either by one of the first three categories listed below or by providing
Lessee with Equipment from the fourth category, in a value up to the Commitment
Amount referred to on the face of this Schedule. If the Equipment acquired is of
category (i), (ii) or (iii) below, the effectiveness of this Schedule as it
relates to those items of Equipment is contingent upon Lessee's acknowledgment
at the time Lessor acquires the Equipment that Lessee has either received or
approved the relevant purchase documentation between vendor and Lessor for that
Equipment.
Lessor will finance only the acquisition of individual items of Equipment
with a cost to Lessor of more than $500.00.
(i) NEW ON-ORDER EQUIPMENT. Lessor will purchase new Equipment which is
specifically approved by Lessor.
(ii) SALE-LEASEBACK EQUIPMENT. Any in-place Equipment installed at
Lessee's site and to which Lessee has clear title and ownership may
be considered by Lessor for inclusion under this Lease (the "Sale-
Leaseback Transaction"). Any request for a Sale-Leaseback
Transaction must be submitted to Lessor in writing (along with
accompanying evidence of Lessee's Equipment ownership satisfactory
to Lessor for all Equipment submitted) no later than the fifteenth
day of the last month in each quarter and for Equipment installed
after the date hereof (except for the Equipment submitted on the
second Sale-Leaseback Transaction) Lessor will not approve a Sale-
Leaseback Transaction for Equipment which arrives ninety (90) days
after the original purchase of the Equipment as evidenced by the
invoice date. Further, the first Sale-Leaseback of Equipment will be
placed on lease subject to: (1) Lessor prior approval of the
Equipment; and (2) if approved, will be placed on lease subject to
values established by Lessor based on the age of the Equipment.
(iii) USED ON-ORDER EQUIPMENT. Lessor will purchase used Equipment which
is obtained from a third party by Lessee for its use subject to
Lessor's prior approval of the Equipment and at Lessor's appraised
value for such used Equipment.
(iv) INVENTORY EQUIPMENT. Upon Lessee's request. Lessor may supply new or
used Equipment from its inventory at rates provided by Lessor.
2. COMMENCEMENT DATE
The Commencement Date for each item of new on-order or used on-order
Equipment will be the date Lessee approves the vendor invoice. The Commencement
Date for sale-leaseback Equipment shall be the date Lessor tenders the purchase
price, and the Commencement Date for inventory Equipment shall be the Delivery
Date. Lessor will summarize all approved invoices, purchase documentation and
evidence of delivery, as applicable, received in the same calendar month into a
Summary Equipment Schedule in the form attached to this Schedule as Exhibit 1,
and the Initial Term will begin the first day of the calendar month thereafter.
Each Summary Equipment Schedule will contain the Equipment location, description
serial number(s) and cost and will incorporate the terms and conditions of the
Master Lease and this Schedule and will constitute a separate lease.
3. OPTION TO EXTEND
So long as no Event of Default has occurred and is continuing hereunder,
and upon written notice no earlier than twelve (12) months and no later than
ninety (90) days prior to the expiration of the Initial Term of a Summary
Equipment Schedule, Lessee will have the right to extend the Initial Term of
such Summary Equipment Schedule for a period of one (1) year. In such event, the
rent to be paid during said extended period shall be mutually agreed upon and if
the parties cannot mutually agree, then the Summary Equipment Schedule shall
continue in full force and effect pursuant to the existing terms and conditions
until terminated in accordance with its terms. The Summary Equipment Schedule
will continue in effect following said extended period until terminated by
either party upon not less than ninety (90) days prior written notice, which
notice shall be effective as of the date of receipt.
4. PURCHASE OPTION
So long as no Event of Default has occurred and is continuing hereunder,
and upon written notice no earlier than twelve (12) months and no later than
ninety (90) days prior to the expiration of the Initial Term or the extended
term of the applicable Summary Equipment Schedule, Lessee will have the option
at the expiration of the Initial Term of the Summary Equipment Schedule to
purchase all, but not less than all, of the Equipment listed therein for a
<PAGE>
purchase price not to exceed twelve and one half percent (12.5%) of the original
cost of Equipment and upon terms and conditions to be mutually agreed upon by
the parties following Lessee's written notice, plus any taxes applicable at time
of purchase. Said purchase price shall be paid to Lessor at least thirty (30)
days before the expiration date of the Initial Term or extended term. Title to
the Equipment shall automatically pass to Lessee upon payment in full of the
purchase price but, in no event, earlier than the expiration of the fixed
Initial Term or extended term, if applicable. If the parties are unable to agree
on the purchase price or the terms and conditions with respect to said purchase,
then the Summary Equipment Schedule with respect to this Equipment shall remain
in full force and effect. Notwithstanding the exercise by Lessee of this option
and payment of the purchase price, until all obligations under the applicable
Summary Equipment Schedule have been fulfilled, it is agreed and understood that
Lessor shall retain a purchase money security interest in the Equipment listed
therein and the Summary Equipment Schedule shall constitute a Security Agreement
under the Uniform Commercial Code of the state in which the Equipment is
located.
5. SPECIAL TERMS
The terms and conditions of the Lease as they pertain to this Schedule are
hereby modified and amended as follows:
a) Section 14.14. Secretary's Certificate
-----------------------
In line 3, delete the sentence beginning with the words "Upon the
execution".
b) Section 14.16. Landlord/Mortgagee Waiver
-------------------------
To the beginning of this Section add the words "Upon request of Lessor and
within a reasonable timeframe,"
Master Lease: This Schedule is issued pursuant to the Lease identified on page 1
of this Schedule. All of the terms and conditions of the Lease are incorporated
in and made a part of this Schedule as if they were expressly set forth in this
Schedule. The parties hereby reaffirm all of the terms and conditions of the
Lease (including, without limitation, the representations and warranties set
forth in Section 8) except as modified herein by this Schedule. This Schedule
may not be amended or rescinded except by a writing signed by both parties.
CARDIMA, INC. COMDISCO, INC.
as Lessee as Lessor
By: /s/ Sandra Berg By: /s/ James P. Labe
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SANDRA BERG JAMES P. LABE, PRESIDENT
Title: Controller Title: COMDISCO VENTURES DIVISION
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Date: 2-13-98 Date: FEB. 20, 1998
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<PAGE>
18 SLXXXXX-XX
EXHIBIT 1
SUMMARY EQUIPMENT SCHEDULE
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This Summary Equipment Schedule dated XXXX is executed pursuant to
Equipment Schedule No. X to the Master Lease Agreement dated XXXX between
Comdisco, Inc. ("Lessor") and XXXX ("Lessee"). All of the terms, conditions,
representations and warranties of the Master Lease Agreement and Equipment
Schedule No. X are incorporated herein and made a part hereof, and this Summary
Equipment Schedule constitutes a Schedule for the Equipment on the attached
invoices.
1. For Period Beginning: And Ending:
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2. Initial Term Starts on: Initial Term:
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(Number of Rent Intervals)
3. Total Summary Equipment Cost:
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4. Lease Rate Factor:
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5. Rent:
----
6. Acceptance Doc Type:
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