Master Lease Agreement - General Electric Capital Corp. and Image Entertainment Inc.
MASTER LEASE AGREEMENT
(Quasi)
dated as of July 25, 2001 ("Agreement")
THIS AGREEMENT is between General Electric Capital Corporation
(together with its successors and assigns, if any, "Lessor") and Image
Entertainment, Inc. ("Lessee"). Lessor has an office at 2400 E. Katella Avenue,
Suite 800, Anaheim, CA 92806. Lessee is a corporation organized and existing
under the laws of the state of California. Lessee's mailing address and chief
place of business is 9333 Oso Avenue, Chatsworth, CA 91311. This Agreement
contains the general terms that apply to the leasing of Equipment from Lessor to
Lessee. Additional terms that apply to the Equipment (term, rent, options, etc.)
shall be contained on a schedule ("Schedule").
1. LEASING:
(a) Lessor agrees to lease to Lessee, and Lessee agrees to lease from
Lessor, the equipment ("Equipment") described in any Schedule scheduled by both
parties.
(b) Lessor shall purchase Equipment from the manufacturer or supplier
("Supplier") and lease it to Lessee if on or before the Last Delivery Date
(specified in the Schedule) Lessor receives (i) a Schedule for the Equipment,
(ii) evidence of insurance which complies with the requirements of Section 8,
and (iii) such other documents as Lessor may reasonably request. Each of the
documents required above must be in form and substance satisfactory to Lessor.
Lessor hereby appoints Lessee its agent for inspection and acceptance of the
Equipment from the Supplier. Once the Schedule is signed, the Lessee may not
cancel the Schedule.
2. TERM, RENT AND PAYMENT:
(a) The rent payable for the Equipment and Lessee's right to use the
Equipment shall begin on the earlier of (i) the date when the Lessee signs the
Schedule and accepts the Equipment or (ii) when Lessee has accepted the
Equipment under a Certificate of Acceptance ("Lease Commencement Date"). The
term of this Agreement shall be the period specified in the applicable Schedule.
The word "term" shall include all basic and any renewal terms.
(b) Lessee shall pay rent to Lessor at its address stated above, except
as otherwise directed by Lessor. Rent payments shall be in the amount set forth
in, and due as stated in the applicable Schedule. If any Advance Rent (as stated
in the Schedule) is payable, it shall be due when the Lessee signs the Schedule.
Advance Rent shall be applied to the first rent payment and the balance, if any,
to the final rent payment(s) under such Schedule. In no event shall any Advance
Rent or any rent payments be refunded to Lessee. If rent is not paid within ten
(10) days of its due date, Lessee agrees to pay a late charge of five cents
($.05) per dollar, on and in addition to, the amount of such rent but not
exceeding the lawful maximum, if any.
(c) Lessor shall not disturb Lessee's quiet enjoyment of the Equipment
during the term of this Agreement unless a default has occurred and is
continuing under this Agreement.
3. TAXES:
(a) If permitted by law, Lessee shall report and pay promptly all
taxes, fees and assessments due, imposed, assessed or levied against any
Equipment (or purchase, ownership, delivery, leasing, possession, use or
operation thereof), this Agreement (or any rents or receipts hereunder), any
Schedule, Lessor or Lessee by any governmental entity or taxing authority during
or related to the term of this Agreement, including, without limitation, all
license and registration fees, and all sales, use, personal property, excise,
gross receipts, franchise, stamp or other taxes, imposts, duties and charges,
together with any penalties, fines or interest thereon (collectively "Taxes").
Lessee shall have no liability for Taxes imposed by the United States of America
or any State or political subdivision thereof which are on or measured by the
net income of Lessor. Lessee shall promptly reimburse Lessor (on or after tax
basis) for any Taxes charged to or assessed against Lessor. Lessee shall send
Lessor a copy of each report or return and evidence of Lessees payment of Taxes
upon request.
<PAGE>
(b) Lessee's obligations, and Lessor's rights and privileges, contained
in this Section 3 shall survive the expiration or other termination of this
Agreement.
4. REPORTS:
(a) If any tax or other lien shall attach to any Equipment, Lessee will
notify Lessor in writing, within ten (10) days after Lessee becomes aware of the
tax or lien. The notice shall include the full particulars of the tax or lien
and the location of such Equipment on the date of the notice.
(b) Lessee will deliver to Lessor Lessees complete financial
statements, certified by a recognized firm of certified public accountants,
within ninety (90) days of the close of each fiscal year of Lessee. If Lessor
requests, Lessee will deliver to Lessor copies of Lessee's quarterly financial
report certified by the chief financial officer of Lessee, within ninety (90)
days of the close of each fiscal quarter of Lessee. Lessee will deliver to
Lessor all Forms 10-K and 10-Q, if any, filed with the Securities and Exchange
Commission within thirty (30) days after the date on which they are filed.
(c) Lessor may inspect any Equipment during normal business hours after
giving Lessee reasonable prior notice.
(d) Lessee will keep the Equipment at the Equipment Location (specified
in the applicable Schedule) and will give Lessor prior written notice of any
relocation of Equipment. If Lessor requests, Lessee will promptly notify Lessor
in writing of the location of any Equipment.
(e) If any Equipment is lost or damaged (where the estimated repair
costs would exceed the greater of ten percent (10%) of the original Equipment
cost or ten thousand and 00/100 ($10,000)), or is otherwise involved in an
accident causing personal injury or property damage, Lessee will promptly and
fully report the event to Lessor in writing.
(f) Lessee will furnish a certificate of an authorized officer of
Lessee stating that he has reviewed the activities of Lessee and that, to the
best of his knowledge, there exists no default or event which with notice or
lapse of time (or both) would become such a default within thirty (30) days
after any request by Lessor.
5. DELIVERY, USE AND OPERATION:
(a) All equipment shall be shipped directly from the Supplier to
Lessee.
(b) Lessee agrees that the Equipment will be used by Lessee solely in
the conduct of its business and in a manner complying with all applicable laws,
regulations and insurance policies, and Lessee shall not discontinue use of the
Equipment.
(c) Lessee will not move any equipment from the location specified on
the Schedule, without the prior written consent of Lessor.
(d) Lessee will keep the Equipment free and clear of all liens and
encumbrances other than those which result from acts of Lessor.
(e) Lessor shall not disturb Lessees quiet enjoyment of the Equipment
during the term of the Agreement unless a default has occurred and is continuing
under this Agreement.
6. MAINTENANCE:
(a) Lessee will, at its sole expense, maintain each unit of Equipment
in good operating order and repair, normal wear and tear excepted. The Lessee
shall also maintain the Equipment in accordance with manufacturers
recommendations. Lessee shall make all alterations or modifications required to
comply with any applicable law, rule
<PAGE>
or regulation during the term of this Agreement. If Lessor requests, Lessee
shall affix plates, tags or other identifying labels showing ownership thereof
by Lessee and Lessor's security interest therein. The tags or labels shall be
placed in a prominent position on each unit of Equipment.
(b) Lessee will not attach or install anything on the Equipment that
will impair the originally intended function or use of such Equipment without
the prior written consent of Lessor. All additions, parts, supplies,
accessories, and equipment ("Additions") furnished or attached to any Equipment
that are not readily removable shall become subject to the lien of Lessor. All
Additions shall be made only in compliance with applicable law. Lessee will not
attach or install any Equipment to or in any other personal or real property
without the prior written consent of Lessor.
7. STIPULATED LOSS VALUE: If for any reason any unit of Equipment becomes
worn out, lost, stolen, destroyed, irreparably damaged or unusable ("Casualty
Occurrences") Lessee shall promptly and fully notify Lessor in writing. Lessee
shall pay Lessor the sum of (i) the Stipulated Loss Value (see Schedule) of the
affected unit determined as of the rent payment date prior to the Casualty
Occurrence; and (ii) all rent and other amounts which are then due under this
Agreement on the Payment Date (defined below) for the affected unit. The Payment
Date shall be the next rent payment date after the Casualty Occurrence. Upon
payment of all sums due hereunder, the term of this lease as to such unit shall
terminate.
8. INSURANCE:
(a) Lessee shall bear the entire risk of any loss, theft, damage to, or
destruction of, any unit of Equipment from any cause whatsoever from the time
the Equipment is shipped to Lessee.
(b) Lessee agrees, at its own expense, to keep all Equipment insured
for such amounts and against such hazards as Lessor may reasonably require. All
such policies shall be with companies, and on terms, reasonably satisfactory to
Lessor. The insurance shall include coverage for damage to or loss of the
Equipment, liability for personal injuries, death or property damage. Lessor
shall be named as additional insured with a loss payable clause in favor of
lessor, as its interest may appear, irrespective of any breach of warranty or
other act or omission of Lessee. The insurance shall provide for liability
coverage in an amount equal to at least ONE MILLION U.S. DOLLARS ($1,000,000.00)
total liability per occurrence, unless otherwise stated in any Schedule. The
casualty/property damage coverage shall be in an amount equal to the higher of
the Stipulated Loss value or the full replacement cost of the Equipment. No
insurance shall be subject to any co-insurance clause. The insurance policies
shall provide that the insurance may not be altered or canceled by the insurer
until after thirty (30) days written notice to Lessor. Lessee agrees to deliver
to Lessor evidence of insurance reasonably satisfactory to Lessor.
(c) Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make
proof of loss and claim for insurance, and to make adjustments with insurers and
to receive payment of and execute or endorse all documents, checks or drafts in
connection with insurance payments. Lessor shall not act as Lessees
attorney-in-fact unless Lessee is in default. Lessee shall pay any reasonable
expenses of Lessor in adjusting or collecting insurance. Lessee will not make
adjustments with insurers except with respect to claims for damage to any unit
of Equipment where the repair costs are less than the lesser of ten percent
(10%) of the original Equipment cost or ten thousand and 00/100 dollars
($10,000). Lessor may, at its option, apply proceeds of insurance, in whole or
in part, to (i) repair or replace Equipment or any portion thereof, or (ii)
satisfy any obligation of Lessee to Lessor under this Agreement.
9. RETURN OF EQUIPMENT:
(a) At the expiration or termination of this Agreement or any Schedule,
Lessee shall perform any testing and repairs required to place the units of
Equipment in the same condition and appearance as when received by Lessee
(reasonable wear and tear excepted) and in good working order for the original
intended purpose of the Equipment. If required the units of Equipment shall be
deinstalled, disassembled and crated by an authorized manufacturer's
representative or such other service person as is reasonably satisfactory to
Lessor. Lessee shall remove installed markings that are not necessary for the
operation, maintenance or repair of the Equipment. All Equipment will be
cleaned, cosmetically acceptable, and in such condition as to be immediately
installed into use in a similar environment
<PAGE>
for which the Equipment was originally intended to be used. All waste material
and fluid must be removed from the Equipment and disposed of in accordance with
then current waste disposal laws. Lessee shall return the units of Equipment to
a location with the continental United States as Lessor shall direct. Lessee
shall obtain and pay for a policy of transit insurance for the redelivery period
in an amount equal to the replacement value of the Equipment. The transit
insurance must name Lessor as the loss payee. The Lessee shall pay for all costs
to comply with this section (a).
(b) Until Lessee has fully complied with the requirements of Section
9(a) above, Lessee's rent payment obligation and all other obligations under
this Agreement shall continue from month to month notwithstanding any expiration
or termination of the lease term. Lessor may terminate the Lessee's right to use
the Equipment upon ten (10) days notice to Lessee.
(c) Lessee shall provide to Lessor a detailed inventory of all
components of the Equipment including model and serial numbers. Lessee shall
also provide any up-to-date copy of all other documents pertaining to the
Equipment. All service manuals, blue prints, process flow diagrams, operating
manuals, inventory and maintenance records shall be given to Lessor at least
ninety (90) days and not more than one hundred twenty (120) days prior to lease
termination.
(d) Lessee shall make the Equipment available for on-site operational
inspections by potential purchasers at least one hundred twenty (120) days prior
to and continuing up to lease termination. Lessor shall provide Lessee with
reasonable notice prior to any inspection. Lessee shall provide personnel, power
and other requirements necessary to demonstrate the electrical, hydraulic and
mechanical systems for each item of Equipment.
10. DEFAULT AND REMEDIES:
(a) Lessor may in writing declare this Agreement in default if: (i)
Lessee breaches its obligation to pay rent or any other sum when due and fails
to cure the breach within ten (10) days; (ii) Lessee breaches any of its
insurance obligations under Section 8; (iii) Lessee breaches any of its other
obligations and fails to cure that breach within thirty (30) days after written
notice from Lessor; (iv) any representation or warranty made by Lessee in
connection with this Agreement shall be false or misleading in any material
respect; (v) Lessee or any guarantor or other obligor for the Lessee's
obligations hereunder ("Guarantor") becomes insolvent or ceases to do business
as a going concern; (vi) any Equipment is illegally used; (vii) if Lessor or any
Guarantor is a natural person, any death or incompetency of Lessor or such
Guarantor; or (viii) a petition is filed by or against Lessee or any Guarantor
under any bankruptcy or insolvency laws and in the event of an involuntary
petition, the petition is not dismissed within forty-five (45) days of the
filing date. The default declaration shall apply to all Schedules unless
specifically excepted by Lessor.
(b) After a default, at the request of Lessor, Lessee shall comply with
the provisions of Section 9(a). Lessee hereby authorizes Lessor to peacefully
enter any premises where any Equipment may be and take possession of the
Equipment. Lessee shall immediately pay to Lessor without further demand as
liquidated damages for loss of a bargain and not as a penalty, the Stipulated
Loss Value of the Equipment (calculated as of the rent payment date prior to the
declaration of default), and all rents and other sums then due under this
Agreement and all Schedules. Lessor may terminate this Agreement as to any or
all of the Equipment. A termination shall occur only upon written notice by
Lessor to Lessee and only as to the units of Equipment specified in any such
notice. Lessor may, but shall not be required to, sell Equipment at private or
public sale, in bulk or in parcels, with or without notice, and without having
the Equipment present at the place of sale. Lessor may also, but shall not be
required to, lease, otherwise dispose of or keep idle all or part of the
Equipment. Lessor may use Lessee's premises for a reasonable period of time for
any or all of the purposes stated above without liability for rent, costs,
damages or otherwise. The proceeds of sale, lease or other disposition, if any,
shall be applied in the following order or priorities: (i) to pay all of
Lessor's costs, charges and expenses incurred in taking, removing, holding,
repairing and selling, leasing or otherwise disposing of Equipment; then, (ii)
to the extent not previously paid by Lessee, to pay Lessor all sums due from
Lessee under this Agreement; then (iii) to reimburse Lessee any sums previously
paid by Lessee as liquidated damages; and then (iv) to Lessee, if there exists
any surplus. Lessee shall immediately pay any deficiency in (i) and (ii) above.
(c) The foregoing remedies are cumulative, and any or all thereof may
be exercised instead of or in addition to each other or any remedies at law, in
equity, or under statue. Lessee waives notice of sale or other
<PAGE>
disposition (and the time and place thereof), and the manner and place of any
advertising. Lessee shall pay Lessor's actual attorney's fees incurred in
connection with the enforcement, assertion, defense or preservation of Lessor's
rights and remedies under this Agreement, or if prohibited by law, such lesser
sum as may be permitted. Waiver of any default shall not be a waiver of any
other or subsequent default.
(d) Any default under the terms of this or any other agreement between
Lessor and Lessee may be declared by Lessor under by Lessor a default under this
and any such other agreement.
11. ASSIGNMENT: LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER OR SUBLET
ANY EQUIPMENT OR THE INTEREST OF LESSEE IN THE EQUIPMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF LESSOR. Lessor may, without the consent of Lessee, assign
this Agreement, any Schedule or the right to enter into a Schedule. Lessee
agrees that if Lessee receives written notice of an assignment from Lessor,
Lessee will pay all rent and all other amounts payable under any assigned
Schedule to such assignee or as instructed by Lessor. Lessee also agrees to
confirm in writing receipt of the notice of assignment as may be reasonably
requested by assignee. Lessee hereby waives and agrees not to assert against any
such assignee any defense, set-off, recoupment claim or counterclaim which
Lessee has or may at any time have against Lessor for any reason whatsoever.
12. NET LEASE: Lessee is unconditionally obligated to pay all rent and other
amounts due for the entire lease term no matter what happens, even if the
Equipment is damaged or destroyed, if it is defective or if Lessee no longer can
use it. Lessee is not entitled to reduce or set-off against rent or other
amounts due to Lessor or to anyone to whom Lessor assigns this Agreement or any
Schedule whether Lessees claim arises out of this Agreement, any Schedule, any
statement by Lessor, Lessors liability or any manufacturers liability, strict
liability, negligence or otherwise.
13. INDEMNIFICATION:
(a) Lessee hereby agrees to indemnify Lessor, its agents, employees,
successors and assigns (on an after tax basis) from and against any and all
losses, damages, penalties, injuries, claims, actions and suits, including legal
expenses, of whatsoever kind and nature arising out of or relating to the
Equipment or this Agreement, except to the extent the losses, damages,
penalties, injuries, claims, actions, suits or expenses result from Lessors
gross negligence or willful misconduct ("Claims"). This indemnity shall include,
but is not limited to, Lessor's strict liability in tort and Claims, arising out
of (i) the selection, manufacture, purchase, acceptance or rejection of
Equipment, the ownership of Equipment during the term of this Agreement, and the
delivery, lease, possession, maintenance, uses, condition, return or operation
of Equipment (including, without limitation, latent and other defects, whether
or not discoverable by Lessor or Lessee and any claim for patent, trademark or
copyright infringement or environmental damage) or (ii) the condition of
Equipment sold or disposed of after use by Lessee, any sublessee or employees of
Lessee. Lessee shall, upon request, defend any actions based on, or arising out
of, any of the foregoing.
(b) All of Lessor's rights, privileges and indemnities contained in
this Section 13 shall survive the expiration or other termination of this
Agreement. The rights, privileges and indemnities contained herein are expressly
made for the benefit of, and shall be enforceable by Lessor, its successors and
assigns.
14. DISCLAIMER: LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT
WITHOUT ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES NOT
MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE
EQUIPMENT LEASED UNDER THIS AGREEMENT OR ANY COMPONENT THEREOF, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS,
QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE,
USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE.
All such risks, as between Lessor and Lessee, are to be borne by Lessee. Without
limiting the foregoing, Lessor shall have no responsibility or liability to
Lessee or any other person with respect to any of the following: (i) any
liability, loss or damage caused or alleged to be caused directly or indirectly
by any Equipment, any inadequacy thereof, any deficiency or defect (latent or
otherwise) of the Equipment, or any other circumstance in connection with the
Equipment; (ii) the use, operation or performance of any Equipment or any risks
relating to it; (iii)
<PAGE>
any interruption of service, loss of business or anticipated profits or
consequential damages; or (iv) the delivery, operation, servicing, maintenance,
repair, improvement or replacement of any Equipment. If, and so long as, no
default exists under this Agreement, Lessee shall be, and hereby is, authorized
during the term of this Agreement to assert and enforce, whatever claims and
rights Lessor may have against any Supplier of the Equipment at Lessee's sole
cost and expense, in the name of and for the account of Lessor and/or Lessee, as
their interests may appear.
15. REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee makes each of the
following representations and warranties to Lessor on the date hereof and on the
date of execution of each Schedule:
(a) Lessee has adequate power and capacity to enter into, and perform
under, this Agreement and all related documents (together, the "Documents").
Lessee is duly qualified to do business wherever necessary to carry on its
present business and operations, including the jurisdiction(s) where the
Equipment is or is to be located.
(b) The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.
(c) No approval, consent or withholding of objections is required from
any governmental authority or entity with respect to any entry into or
performance by Lessee of the Documents except such as have already been
obtained.
(d) The entry into and performance by Lessee of the Documents will not:
(i) violate any judgment, order, law or regulation applicable to Lessee or any
provision of Lessee's Certification of Incorporation or bylaws; of (ii) result
in any breach of, constitute a default under or result in the creation of any
lien, charge, security interest or other incumbrance upon any Equipment pursuant
to any indenture, mortgage, deed of trust, bank loan or credit agreement or
other instrument (other than this Agreement) to which Lessee is a party.
(e) There are no suits or proceedings pending or threatened in court or
before any commission, board or other administrative agency against or affecting
Lessee, which if decided against Lessee will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Agreement.
(f) The Equipment accepted under any Certificate of Acceptance is and
will remain tangible personal property.
(g) Each financial statement delivered to Lessor has been prepared in
accordance with generally accepted accounting principles consistently applied.
Since the date of the most recent financial statement, there has been no
material adverse change.
(h) Lessee is and will be at all times validly existing and in good
standing under the laws of the State of its incorporation (specified in the
first sentence of this Agreement).
(i) The Equipment will at all times be used for commercial or business
purposes.
16. OWNERSHIP FOR TAX PURPOSES, GRANT OF SECURITY INTEREST; USURY SAVINGS:
(a) For income tax purposes, the parties hereto agree that it is their
mutual intention that Lessee shall be considered the owner of the Equipment.
Accordingly, Lessor agrees (i) to treat Lessee as the owner of the Equipment on
its federal income tax return, (ii) not to take actions or positions
inconsistent with such treatment on or with respect to its federal income tax
return, and (iii) not to claim any tax benefits available to an owner of the
Equipment on or with respect to its federal income tax return. The foregoing
undertakings by Lessor shall not be violated by Lessor's taking a tax position
inconsistent with the foregoing sentence to the extent such a position is
required by law or is taken through inadvertence so long as such inadvertent tax
position is reversed by Lessor promptly upon its discovery. Lessor shall in no
event be liable to Lessee if Lessee fails to secure any of the tax benefits
available to the owner of the Equipment.
<PAGE>
(b) Lessee hereby grants to Lessor a first security interest in the
Equipment, together with any additions, attachments, accessions, accessories and
accessions thereto whether or not furnished by the Supplier of the Equipment and
any and all substitutions, replacements or exchanges therefor, and any and all
insurance and/or proceeds of the property in and against which a security
interest is granted hereunder. Notwithstanding anything to the contrary
contained elsewhere in this Agreement, to the extent that Lessor asserts a
purchase money security interest in any items of Equipment ("PMSI Equipment"):
(i) the PMSI Equipment shall secure only those sums which have been advanced by
Lessor for the purchase of the PMSI Equipment, or in the acquisition of rights
therein, or the use thereof (the "PMSI Indebtedness"), and (ii) no other
Equipment shall secure the PMSI Indebtedness.
(c) It is the intention of the parties hereto to comply with any
applicable usury laws to the extent that any Schedule is determined to be
subject to such laws; accordingly, it is agreed that, notwithstanding any
provision to the contrary in any Schedule or this Agreement, in no event shall
any Schedule require the payment or permit the collection of interest in excess
of the maximum amount permitted by applicable law. If any such excess interest
is contracted for, charged or received under any Schedule or this Agreement, or
in the event that all of the principal balance shall be prepaid, so that under
any of such circumstances the amount of interest contracted for, charged or
received under any Schedule or this Agreement shall exceed the maximum amount of
interest permitted by applicable law, then in such event (i) the provisions of
this paragraph shall govern and control, (ii) neither Lessee nor any other
person or entity now or hereafter liable for payment hereof shall be obligated
to pay the amount of such interest to the extent that it is in excess of the
maximum amount of interest permitted by applicable law, (iii) any such excess
which may have been collected shall be either applied as a credit against the
then unpaid principal balance or refunded to Lessee, at the option of the
Lessor, and (iv) the effective rate of interest shall be automatically reduced
to the maximum lawful contract rate allowed under applicable law as now or
hereafter construed by the courts having jurisdiction thereof. It is is further
agreed that without limitation of the foregoing, all calculations of the rate of
interest contracted for, charged or received under any Schedule or this
Agreement which are made for the purpose of determining whether such rate
exceeds the maximum lawful contract rate, shall be made, to the extent permitted
by applicable law, by amortizing, prorating, allocating and spreading in equal
parts during the full stated term of the indebtedness evidenced hereby, all
interest at any time contracted for, charged or received from Lessee or
otherwise by Lessor in connection with such indebtedness; provided, however,
that if any applicable state law is amended or the law of the United States of
America preempts any applicable state law, so that it becomes lawful for Lessor
to receive a greater interest per annum rat than is presently allowed, the
Lessee agrees that, on the effective date of such amendment or preemption, as
the case may be, the lawful maximum hereunder shall be increased to the maximum
interest rate per annum rate allowed by the amended state law or the laws of the
United States of America.
17. EARLY TERMINATION:
(a) On or after the First Termination Date (specified in the applicable
Schedule), Lessee may, so long as no default exists hereunder, terminate this
Agreement as to all (but not less than all) of the Equipment on such Schedule as
of a rent payment date ("Termination Date"). Lessee must give Lessor at least
ninety (90) days prior written notice of the termination.
(b) Lessee shall, and Lessor may, solicit cash bids for the Equipment
on an AS IS, WHERE IS BASIS without recourse to or warranty from Lessor, express
or implied ("AS IS BASIS"). Prior to the Termination Date, Lessee shall (i)
certify to Lessor any bids received by Lessee and (ii) pay to Lessor (A) the
Termination Value (calculated as of the rent due on the Termination Date) for
the Equipment, and (B) all rent and other sums due and unpaid as of the
Termination Date.
(c) If all amounts due hereunder have been paid on the Termination
Date, Lessor shall (i) sell the Equipment on an AS IS BASIS for cash to the
highest bidder and (ii) refund the proceeds of such sale (net of any related
expenses) to Lessee up to the amount of the Termination Value. If such sale is
not consummated, no termination shall occur and Lessor shall refund the
Termination Value (less any expenses incurred by Lessor) to Lessee.
(d) Notwithstanding the foregoing, Lessor may elect by written notice,
at any time prior to the Termination Date, not to sell the Equipment. In that
event, on the Termination Date Lessee shall (i) return the Equipment (in
<PAGE>
accordance with Section 9) and (ii) pay to Lessor all amounts required under
Section 17(b) less the amount of the highest bid certified by Lessee to Lessor.
18. EARLY PURCHASE OPTION:
(a) Lessee may purchase on an AS IS BASIS all (but not less than all)
of the Equipment on any Schedule on any Rent Payment Date after the First
Termination Date specified in the applicable Schedule but not prior to the last
Rent Payment Date of such Schedule (the "Early Purchase Date"), for a price
equal to (i) the Termination Value (calculated as of the Early Purchase Date)
for the Equipment, and (ii) all rent and other sums due and unpaid as of the
Early Purchase Date (the "Early Option Price"), plus all applicable sales taxes.
Lessee must notify Lessor of its intent to purchase the Equipment in writing at
least thirty (30) days, but not more than two hundred seventy (270) days, prior
to the Early Purchase Date. If Lessee is in default or if the Schedule or this
Agreement has already been terminated, Lessee may not purchase the Equipment.
(The purchase option granted by this subsection shall be referred to herein as
the "Early Purchase Option").
(b) If Lessee exercises its Early Purchase Option, then on the Early
Purchase Date, Lessee shall pay to Lessor any rent and other sums due and unpaid
on the Early Purchase Date and Lessee shall pay the Early Option Price, plus all
applicable sale taxes, to Lessor in cash.
19. END OF LEASE PURCHASE OPTION: Lessee may, at lease expiration, purchase all
(but not less than all) of the Equipment on any Schedule on an AS IS BASIS for
cash equal to the amount indicated on each Schedule (the "Option Payment"), plus
all applicable sales taxes. The Option Payment, plus all applicable sales taxes,
shall be due and payable in immediately available funds on the expiration date
of such Schedule. Lessee must notify Lessor of its intent to purchase the
Equipment in writing at least one hundred eighty (180) days prior to the
expiration date of the Schedule. If Lessee is in default, or if the Schedule or
this Agreement has already been terminated, Lessee may not purchase the
Equipment.
20. MISCELLANEOUS:
(a) LESSEE AND LESSOR UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT,
ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
(b) Any cancellation or termination by Lessor of this Agreement, any
Schedule, supplement or amendment hereto, or the lease of any Equipment
hereunder shall not release Lessee for any then outstanding obligations to
Lessor hereunder. All Equipment shall at all times remain personal property even
thought it may be attached to real property. The Equipment shall not become part
of any other property by reason of any installation in, or attachment to, other
real or personal property.
(c) Time is of the essence of this Agreement. Lessor's failure at any
time to require strict performance by Lessee of any of the provisions hereof
shall not waive or diminish Lessor's right at any time to demand strict
compliance with this Agreement. Lessee agrees, upon Lessor's request, to execute
any other instrument necessary or expedient for filing, recording or perfecting
the interest of Lessor. All notices required to be given hereunder shall be
deemed adequately given if sent by registered or certified mail to the addressee
at its address stated herein, or at such other place as such addressee may have
specified in writing. This Agreement and any Schedule and Annexes thereto
<PAGE>
constitute the entire agreement of the parties with respect to the subject
matter hereof. NO VARIATION OR MODIFICATION OF THIS AGREEMENT OR ANY WAIVER OF
ANY OF ITS PROVISIONS OR CONDITIONS, SHALL BE VALID UNLESS IN WRITING AND SIGNED
BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO.
(d) If Lessee does not comply with any provision of this Agreement,
Lessee shall have the right, but shall not be obligated, to effect such
compliance, in whole or in part. All reasonable amounts spent and obligations
incurred or assumed by Lessor in effecting such compliance shall constitute
additional rent due to Lessor. Lessee shall pay the additional rent within five
days after the date Lessor sends notice to Lessee requesting payment. Lessor's
effecting such compliance shall not be a waiver of Lessee's default.
(e) Any rent or other amount not paid to Lessor when due shall bear
interest, from the due date until paid, at the lesser of eighteen percent (18%)
per annum or the maximum rate allowed by law. Any provisions in this Agreement
and any Schedule that are in conflict with any statute, law or applicable rule
shall be deemed omitted, modified or altered to conform thereto.
(f) Lessee hereby irrevocably authorizes Lessor to adjust the
Capitalized Lessor's Cost up or down by no more than ten percent (10%) within
each Schedule to account for equipment change orders, equipment returns,
invoicing errors, and similar matters. Lessee acknowledges and agrees that the
rent shall be adjusted as a result of the change in the Capitalized Lessor's
Cost. Lessor shall send Lessee a written notice stating the final Capitalized
Lessor's Cost, if it has changed.
(g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF CONNECTICUT (WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPALS OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT.
(h) Any cancellation or termination by Lessor, pursuant to the
provisions of this Agreement, any Schedule, supplement or amendment hereto, of
the lease of any Equipment hereunder, shall not release Lessee from any then
outstanding obligations to Lessor hereunder.
(i) To the extent any Schedule would constitute chattel paper, as such
term is defined in the Uniform Commercial Code as in effect in any applicable
jurisdiction, no security interest therein may be created through the transfer
or possession of this Agreement in and of itself without the transfer or
possession of the original of a Schedule executed pursuant to this Agreement and
incorporating this Agreement by reference; and no security interest in this
Agreement and a Schedule may be created by transfer or possession of any
counterpart of the Schedule other than the original thereof, which shall be
identified as the document marked Original and all other counterparts shall be
marked Duplicate.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
General Electric Capital Corporation Image Entertainment, Inc.
By: /s/ STEPHEN B. PETERSON By: /s/ JEFF M. FRAMER
---------------------------------- ------------------------------
Name: Stephen B. Peterson Name: Jeff M. Framer
-------------------------------- -------------------------
Title: Sr. Risk Analyst Title: Chief Financial Officer
---------------------------- -------------------------
<PAGE>
EQUIPMENT SCHEDULE
(Quasi Lease - Fixed Rate)
SCHEDULE NO. 1
DATED THIS July 25, 2001
TO MASTER LEASE AGREEMENT
DATED AS OF July 25, 2001
Lessor & Mailing Address: Lessee & Mailing Address:
------------------------- -------------------------
General Electric Capital Corporation Image Entertainment, Inc.
2400 E. Katella Avenue Suite 800 9333 Oso Avenue
Anaheim, CA 92806 Chatsworth, CA 91311
This Schedule is executed pursuant to, and incorporates by reference the terms
and conditions of, and capitalized terms not defined herein shall have the
meanings assigned to them in, the Master Lease Agreement identified above
("Agreement", said Agreement and this Schedule being collectively referred to as
"Lease"). This Schedule, incorporating by reference the Agreement, constitutes a
separate instrument of lease.
A. Equipment: Subject to the terms and conditions of the Lease, Lessor agrees to
lease to Lessee the Equipment described below (the "Equipment").
Number Capitalized Serial Numbers
of Units Lessor's Cost Manufacturer Year/Model and Type of Equipment
--------------------------------------------------------------------------------
Various DVD Editing Production Equipment as more fully described on Exhibit A
attached hereto and made a part hereof.
B. Financial Terms
1. Advance Rent (if any): N/A 6. Lessee Federal Tax ID No.: 840685613.
2. Capitalized Lessor's Cost: $914,528.97 7. Last Delivery Date: July 31, 2001
3. Basic Term (No. of Months): 48 Months plus 1 day 8. Daily Lease Rate Factor: .0210556%
4. Basic Term Lease Rate Factor: 2.421625% 9. Interest Rate: 7.58% per annum.
5. Basic Term Commencement Date: August 1, 2001 10. Option Payment: $1.
11. First Termination Date: Thirty-six (36) months after the Basic
Term Commencement Date.
12. Interim Rent: For the period from and including the Lease
Commencement Date to the Basic Term Commencement Date
("Interim Period"), Lessee shall pay as rent ("Interim Rent")
for each unit of Equipment, the product of the Daily Lease
Rate Factor times the Capitalized Lessor's Cost of such unit
times the number of days in the Interim Period. Interim Rent
shall be due on N/A.
13. Basic Term Rent. Commencing on September 1, 2001 and on the
same day of each month thereafter (each, a "Rent Payment
Date") during the Basic Term, Lessee shall pay as rent ("Basic
Term Rent") the product of the Basic Term Lease Rate Factor
times the Capitalized Lessor's Cost of all Equipment on this
Schedule.
14. Lessee agrees and acknowledges that the Capitalized Lessor's
Cost of the Equipment as stated on the Schedule is equal to
the fair market value of the Equipment on the date hereof.
C. Interest Rate: Interest shall accrue from the Lease Commencement Date
through and including the date of termination of the Lease.
D. Property Tax
APPLICABLE TO EQUIPMENT LOCATED IN CALIFORNIA: Lessee agrees that it will
(a) list all such Equipment, (b) report all property taxes assessed against
such Equipment and (c) pay all such taxes when due
<PAGE>
directly to the appropriate taxing authority until Lessor shall
otherwise direct in writing. Upon request of Lessor, Lessee shall
promptly provide proof of filing and proof of payment to Lessor. Lessor
may notify Lessee (and Lessee agrees to follow such notification)
regarding any changes in property tax reporting and payment
responsibilities.
E. Article 2A Notice
IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM
COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES
THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE,
(A) THE PERSON(S) SUPPLYING THE EQUIPMENT IS Reflections in Video,
California Soundworks, Broadcast Store, Westlake Audio, Sunfire
Corporation, (THE "SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE
PROMISES AND WARRANTIES, INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED
TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN
CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE
EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY
COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE
STATEMENT OF SUCH PROMISES AND WARRANTIES, INCLUDING ANY DISCLAIMERS
AND LIMITATIONS OF THEM OR OF REMEDIES. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES
CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY RIGHTS NOW OR HEREAFTER
CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF
LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT AND REMEDIES SECTION OF
THE AGREEMENT.
F. Stipulated Loss and Termination Value Table*
stipulated
# of termination loss
base value value
payments % of cost % of cost
1 101.210 105.094
2 99.409 103.231
3 97.596 101.357
4 95.772 99.472
5 93.936 97.575
6 92.089 95.667
7 90.230 93.747
8 88.360 91.815
9 86.477 89.871
10 84.583 87.916
11 82.677 85.948
12 80.758 83.969
13 78.828 81.977
14 76.885 79.973
15 74.930 77.957
16 72.963 75.928
17 70.983 73.887
18 68.991 71.834
19 66.986 69.768
20 64.969 67.689
21 62.939 65.598
22 60.896 63.494
23 58.840 61.377
<PAGE>
24 56.771 59.246
25 54.689 57.103
26 52.594 54.947
27 50.485 52.777
28 48.364 50.594
29 46.229 48.398
30 44.080 46.188
31 41.918 43.965
32 39.742 41.728
33 37.553 39.477
34 35.349 37.213
35 33.132 34.934
36 30.901 32.642
37 28.655 30.335
38 26.396 28.014
39 24.122 25.679
40 21.834 23.330
41 19.531 20.966
42 17.214 18.587
43 14.882 16.194
44 12.535 13.786
45 10.174 11.364
46 7.798 8.926
47 5.406 6.474
48 3.000 4.006
*The Stipulated Loss Value or Termination Value for any unit of
Equipment shall be the Capitalized Lessor's Cost of such unit
multiplied by the appropriate percentage derived from the above table.
In the event that the Lease is for any reason extended, then the last
percentage figure shown above shall control throughout any such
extended term.
G. Modifications and Additions for This Schedule Only
For purposes of this Schedule only, the Agreement is amended as
follows:
LEASE TERM OPTIONS
Lessee hereby irrevocably agrees to purchase the Equipment upon the
expiration of the Basic Term. Lessee shall pay the Lessor the purchase
price of One Dollar ($1.00) in cash for the Equipment, on or before
September 1, 2005.
The Equipment shall be sold to Lessee and possession made available to
Lessee "As-is" and "Where-is"; Lessor will not make any representation
or warranty, express or implied, including, but not limited to any
warranty as to fitness fro any particular or other purpose,
merchantability, or patent infringement, except that Lessor shall have
the right to sell the Equipment and shall transfer to Lessee good title
free and clear of any superior lien or encumbrances created by Lessor.
Lessee is liable for any taxes payable as a result of this sale.
<PAGE>
H. Payment Authorization
Lessor is hereby irrevocably authorized and directed to deliver and
apply the proceeds due under this Schedule as follows:
Company Name Address Amount
----------------------------------------------------------------------=---------------------
Image Entertainment, Inc. 9333 Oso Avenue, Chatsworth, CA 91311 $860,046.58
Reflections In Video 6910 Havenhurst Ave., #100, Van Nuys, CA 91406 $50,847.99
Broadcast Store 1840 Flower Street, Glendale, CA 91201 $3,634.40
This authorization and direction is given pursuant to the same
authority authorizing the above-mentioned financing.
Pursuant to the provisions of the lease, as it relates to this Schedule, Lessee
hereby certifies and warrants that (i) all Equipment listed above is in good
condition and appearance, has been delivered and installed (if applicable) as of
the date stated above and in working order; (ii) Lessee has inspected the
Equipment, and all such testing as it deems necessary has been performed by
Lessee, Supplier or the manufacturer; and (iii) Lessee accepts the Equipment for
all purposes of the Lease and all attendant documents.
Lessee does further certify that as of the date hereof (i) Lessee is not in
default under the Lease; and (ii) the representations and warranties made by
Lessee pursuant to or under the Lease are true and correct on the date hereof.
Lessee hereby authorizes Lessor to file a financing statement and
amendments thereto describing the Equipment described in this Schedule and
adding any other collateral described herein and containing any other
information required by the applicable Uniform Commercial Code. Further, Lessee
irrevocably grants to Lessor the power to sign Lessee's name and generally to
act on behalf of Lessee to execute and file financing statements and other
documents pertaining to any or all of the Equipment.
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not binding or
effective with respect to the Agreement or Equipment until executed on behalf of
Lessor and Lessee by authorized representatives of Lessor and Lessee,
respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
General Electric Capital Corporation Image Entertainment, Inc.
By: /s/ STEPHEN B. PETERSON By: /s/ JEFF M. FRAMER
------------------------------------ ---------------------------------
Name: Stephen B. Peterson Name: Jeff M. Framer
---------------------------------- -------------------------------
Title: Senior Risk Analyst Title: Chief Financial Officer
--------------------------------- ------------------------------
<PAGE>
EXHIBIT B
TO
SCHEDULE NO. 1
DATED THIS JULY 25, 2001
TO MASTER LEASE AGREEMENT DATED AS OF JULY 25, 2001
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS: Integrated Circuit Solutions, Inc.
("Seller"), for and in consideration of the sum of One Dollar ($1) and other
good and valuable consideration, provided to General Electric Capital
Corporation, ("Buyer"), with offices at 2400 East Katella Ave., Suite 800,
Anaheim, California 92806, the receipt of which is hereby acknowledged, does
hereby sell, assign, transfer, set over and convey to Buyer the equipment (the
"Equipment") leased under Annex "A" to Schedule No. 1 dated as of July 25, 2001,
between Seller and Buyer, executed pursuant to the Master Lease Agreement dated
July 25, 2001, between Seller and Buyer, a copy of which is attached hereto and
made a part hereof.
Buyer and Seller agree and acknowledge that the sale and conveyance
contemplated hereby is solely for the purpose of granting to Buyer a security
interest in the Equipment and Seller shall retain legal title to such Equipment.
All Equipment in which an interest is conveyed hereby shall remain in the
possession of Seller pursuant to the Lease.
Buyer is purchasing the Equipment described above in reliance upon its
personal inspection and knowledge of the Equipment and in an "AS-IS, WHERE-IS",
condition.
SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE
EXCEPT THAT (1) BUYER WILL ACQUIRE ITS INTEREST IN THE EQUIPMENT FREE FROM ALL
LIENS, CLAIMS AND ENCUMBRANCES, AND (2) SELLER HAS THE RIGHT TO SELL AND CONVEY
THE EQUIPMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO
WARRANTIES WITH RESPECT TO THE QUALITY, CONTENT, CONDITION, MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT AND NO WARRANTIES AGAINST
PATENT INFRINGEMENT OR THE LIKE.
IN WITNESS WHEREOF, Buyer and Seller have executed this Bill of Sale
this 25th day of July, 2001
BUYER: SELLER:
General Electric Capital Corporation Image Entertainment, Inc.
By: /s/ STEPHEN B. PETERSON By: /s/ JEFF M. FRAMER
--------------------------------- ---------------------------------
Name: Stephen B. Peterson Name: Jeff M. Framer
------------------------------- ------------------------------
Title: Senior Risk Analyst Title: Chief Financial Officer
------------------------------ -----------------------------
<PAGE>
AMORTIZATION SCHEDULE
TO SCHEDULE NO. 1
TO MASTER FILM AGREEMENT
DATED JULY 25, 2001
Outstanding
Rent Payment Rent Principal
Number Balance Payment Interest Principal Balance
1 914,528.97 22,146.47 5,776.78 16,369.69 898159.28
2 898,159.28 22,146.47 5,673.37 16,473.09 881686.19
3 881,686.19 22,146.47 5,569.32 16,577.15 865109.04
4 865,109.04 22,146.47 5,464.61 16,681.86 848427.18
5 848,427.18 22,146.47 5,359.23 16,787.23 831639.95
6 831,639.95 22,146.47 5,253.19 16,893.27 814746.67
7 814,746.67 22,146.47 5,146.48 16,999.98 797746.69
8 797,746.69 22,146.47 5,039.10 17,107.37 780639.33
9 780,639.33 22,146.47 4,931.04 17,215.43 763423.90
10 763,423.90 22,146.47 4,822.30 17,324.17 746099.73
11 746,099.73 22,146.47 4,712.86 17,433.60 728666.13
12 728,666.13 22,146.47 4,602.74 17,543.72 711,122.40
13 711,122.40 22,146.47 4,491.92 17,654.54 693,467.86
14 693,467.86 22,146.47 4,380.41 17,766.06 675,701.80
15 675,701.80 22,146.47 4,268.18 17,878.28 657,823.52
16 657,823.52 22,146.47 4,155.25 17,991.21 639,832.31
17 639,832.31 22,146.47 4,041.61 18,104.86 621,727.45
18 621,727.45 22,146.47 3,927.25 18,219.22 603,508.23
19 603,508.23 22,146.47 3,812.16 18,334.31 585,173.92
20 585,173.92 22,146.47 3,696.35 18,450.12 566,723.81
21 566,723.81 22,146.47 3,579.81 18,566.66 548,157.15
22 548,157.15 22,146.47 3,462.53 18,683.94 529,473.21
23 529,473.21 22,146.47 3,344.51 18,801.96 510,671.25
24 510,671.25 22,146.47 3,225.74 18,920.73 491,750.52
25 491,750.52 22,146.47 3,106.22 19,040.24 472,710.28
26 472,710.28 22,146.47 2,985.95 19,160.51 453,549.77
27 453,549.77 22,146.47 2,864.92 19,281.54 434,268.23
28 434,268.23 22,146.47 2,743.13 19,403.34 414,864.89
29 414,864.89 22,146.47 2,620.56 19,525.90 395,338.99
30 395,338.99 22,146.47 2,497.23 19,649.24 375,689.74
31 375,689.74 22,146.47 2,373.11 19,773.36 355,916.39
32 355,916.39 22,146.47 2,248.21 19,898.26 336,018.12
33 336,018.12 22,146.47 2,122.52 20,023.95 315,994.17
34 315,994.17 22,146.47 1,996.03 20,150.44 295,843.74
35 295,843.74 22,146.47 1,868.75 20,277.72 275,566.02
36 275,566.02 22,146.47 1,740.66 20,405.81 255,160.21
37 255,160.21 22,146.47 1,611.76 20,534.70 234,625.51
38 234,625.51 22,146.47 1,482.05 20,664.41 213,961.09
39 213,961.09 22,146.47 1,351.52 20,794.95 193,166.15
40 193,166.15 22,146.47 1,220.17 20,926.30 172,239.85
41 172,239.85 22,146.47 1,087.98 21,058.48 151,181.36
42 151,181.36 22,146.47 954.96 21,191.50 129,989.86
43 129,989.86 22,146.47 821.10 21,325.36 108,664.50
44 108,664.50 22,146.47 686.40 21,460.07 87,204.43
45 87,204.43 22,146.47 550.84 21,595.62 65,608.80
46 65,608.80 22,146.47 414.43 21,732.04 43,876.76
47 43,876.76 22,146.47 277.15 21,869.31 22,007.45
48 22,007.45 22,146.47 139.01 22,007.45 0.00
Initials: SBP JMF
--------- ---
Lessor Lessee