Document/Exhibit Description Pages Size
1: 10-K Annual Report Pursuant to Section 13 and 15(D) 106± 500K
2: EX-4.15 Subordinated Loan Agreement 32 187K
5: EX-10.10.7 Operation & Maintenance Contract 32 143K
6: EX-10.12.2 Rights Assignment Agreement 11 60K
7: EX-10.12.3 Repurchase Agreement 3 16K
8: EX-10.12.4 Master Equipment Lease Agreement 26 134K
9: EX-10.12.5 Equipment Lease 10 41K
10: EX-10.12.6 Fairbanks Purchase Agreement 3± 15K
3: EX-10.8.3.2 Construction and Term Credit Agreement 8 25K
4: EX-10.8.3.3 Waiver and Consent 20 70K
11: EX-23.1 Independent Accountants Consent 1 8K
12: EX-27 Article 5 FDS for 10-K 1 9K
MASTER EQUIPMENT LEASE AGREEMENT
MASTER EQUIPMENT LEASE AGREEMENT dated as of November 19,
1992, between O'BRIEN ENERGY SERVICES COMPANY (hereinafter called
"Lessee"), a Delaware corporation that has its executive office
and principal place of business at 900 Church Street, Wilmington,
Delaware 19801 and FINANCING FOR SCIENCE AND INDUSTRY, INC.
(hereinafter called "Lessor"), a Delaware corporation with its
principal place of business at 10 Waterside Drive, Farmington,
Connecticut 06032-3065.
In consideration of the mutual covenants hereinafter
contained , Lessee and Lessor agree as follows:
1. Agreement for Lease of Agreement. Lessor shall lease
to Lessee and Lessee shall lease from Lessor, upon the terms and
conditions specified in this Master Lease and the applicable
Rental Schedule, the Equipment as described in the applicable
Rental Schedule including Schedule A of such Rental Schedule and
this Master Lease. Each Rental Schedule shall incorporate the
terms of this Master Lease and shall constitute a separate lease
(the term "this Lease" shall refer collectively to the applicable
Rental Schedule and this Master Lease). Only the signed copy of
each Rental Schedule and not this Master Lease shall constitute
chattel paper the possession of which can perfect a security
interest. In the event of a conflict between the provisions of
this Master Lease and the provisions of any Rental Schedule, the
provisions of the Rental Schedule shall prevail.
2. Delivery and Acceptance of Equipment. (a) Lessor and
Lessee agree that the Vendor (as hereinafter defined) of the
Equipment will deliver the Equipment to Lessee at the location
specified in the applicable Rental Schedule. Such delivery shall
be delivery of the Equipment by Lessor to Lessee under this
Lease. Provided that no Event of Default has occurred, no event
which with the passage of time or giving of notice would be an
Event of Default has occurred and is continuing, and the
conditions set forth in the next following paragraph have been
met, Lessor hereby authorizes Lessee, acting as Lessor's agent,
to accept for Lessor, and in Lessor's name, the Equipment from
the Vendor upon delivery pursuant to the purchase contract for
the Equipment. Such acceptance shall be acceptance of the
Equipment by Lessee under this Lease. Nevertheless, if within
five business days after Lessee has received delivery of an item
of the Equipment, Lessee has not given Lessor written notice of a
defect therein and Lessor has not notified Lessee not to accept
the Equipment, Lessee shall be deemed to have (a) acknowledged
receipt of such item of the Equipment in good condition and
repair and (b) accepted such item of the Equipment under this
Lease. Lessee agrees to confirm any acceptance of the Equipment
by Lessee by executing a Certificate of Inspection and Acceptance
and providing the same to Lessor in accordance with the notice
provision hereof on or about the Lease Commencement Date, but no
later than the date for payment to the Vendor.
(b) Conditions precedent to every progress payment and
Lease Term Commencement shall include that (i) no payment shall
be past due to Lessor or any assign of Lessor from Lessee,
Sublessee, or any Guarantor, whether as a lessee, a guarantor or
in some other capacity; (ii) Lessee shall be in material
compliance with the provisions of this Lease and Sublessee shall
be in material compliance with the provisions of the Sublease;
(iii) all documentation then required by Lessor's counsel shall
have been received by Lessor; (iv) Lessee, Sublessee and any
Guarantor shall not be in default under any material contract to
which Lessee, Sublessee or any Guarantor is a party or by which
it or its property is bound; (v) no party to the PMA Contract
2
shall have breached its warranties, covenants or obligations
thereunder and the PMA Contract shall be in full force and
effect, (vi) the Sublease shall have been signed and delivered by
the parties thereto and shall be in a form acceptable to Lessor
and shall include a covenant that the accounts receivable of
Sublessee under the PMA Contract only will be assigned, pledged
or hypothecated if the interest of the assign, pledgee or secured
party will be subordinated to a security interest of Lessor in
such accounts receivable as security for the obligations of
Sublessee under the Sublease, (vii) Lessee shall have assigned
the Sublease and the rental payments thereunder to Lessor as
security for the obligations of Lessee under this Lease, and (ix)
there shall not have been any material adverse change or
threatened material adverse change in the financial or other
condition, business, operations, properties, assets or prospects
of Lessee, Sublessee or any Grantor since June 30, 1992, or from
the written information that has been supplied to Lessor prior to
November 19, 1992 by Lessee or any Guarantor.
3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT IT
HAS SELECTED BOTH THE EQUIPMENT AND EVERY MANUFACTURER AND OTHER
VENDOR OF THE EQUIPMENT, THAT LESSEE HAS NOT RELIED UPON LESSOR
FOR SUCH SELECTION AND THAT LESSEE HAS A COPY OF THE PURCHASE
CONTRACT(S) FOR LESSOR'S PURCHASE OF THE EQUIPMENT. LESSOR HAS
NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY,
FITNESS FOR USE, FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF THE
EQUIPMENT (OR ANY PART THEREOF) OR AS TO COMPLIANCE WITH
SPECIFICATIONS, COMPLIANCE WITH GOVERNMENTAL REGULATIONS,
QUALITY, SELECTION, INSTALLATION, SUITABILITY, PERFORMANCE,
CONDITION, DESIGN, ABSENCE OF DEFECTS, OPERATION, OR NON-
INFRINGEMENT OF PATENT, COPYRIGHT, TRADEMARK OR OTHER
INTELLECTUAL PROPERTY RIGHTS OF THE EQUIPMENT (OR ANY PART
THEREOF). LESSEE SHALL LEASE THE EQUIPMENT "AS IS, WHERE IS".
LESSOR HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED. LESSEE AND LESSOR AGREE
THAT ALL RISKS INCIDENT TO THE MATTERS REFERRED TO IN THIS
SECTION ARE TO BE BORNE BY LESSEE. Lessor has and shall have no
responsibility for the installation, adjustment or servicing of
the Equipment. The provisions of this Section have been
negotiated and are intended to be a complete exclusion and
negation of any representations or warranties by Lessor, express
or implied, with respect to the Equipment that may arise pursuant
to any law now or hereafter in effect, or otherwise. In no event
shall defect in, or unfitness of, any or all of the Equipment, or
any breach of warranty or representation by any or every
Manufacturer or other Vendor relieve Lessee of the obligation to
pay rent or to make any other payments required hereunder or to
perform any other obligation hereunder. Without limiting the
generality of the foregoing, Lessor shall not be responsible or
liable for any (i) defect, either latent or patent, in any of the
Equipment or for any direct or consequential damages therefrom,
(ii) loss of use of any of the Equipment or for any loss of
profits or any interruption in Lessee's business occasioned by
Lessee's inability to use any or all of the Equipment for any
reason whatsoever, or (iii) in the event that any Vendor delays
or fails to make delivery of any or all of the Equipment or fails
to fulfill or comply with any purchase contract or order. For as
long as no Event of Default shall have occurred hereunder, Lessor
hereby transfers and assigns to Lessee during the Lease Term (as
hereinafter defined) all right and interest of Lessor in any
Manufacturer's and other Vendor's warranties with respect to any
and all of the Equipment, and agrees to execute all documents
reasonably necessary to effect such transfer and assignment,
except that to the extent any rights of Lessor with respect to
the Equipment may not be assigned or otherwise be available to
Lessee, Lessor shall instead use reasonable efforts to enforce
such rights against such Manufacturers or other Vendors but only
upon the request and at the expense of Lessee.
3
4. Primary Term. The Primary Term for each item of the
Equipment shall commence on the Lease Commencement Date provided
for by the Rental Schedule for such Equipment, and unless sooner
terminated pursuant to the provisions of this Lease, shall be for
the number of calendar months set forth in such Rental Schedule,
plus the number of days remaining in any partial calendar month
if the Lease Commencement Date occurs on other than the first day
of a month. Notwithstanding the foregoing, the provisions of
this Master Lease on indemnification of Lessor by Lessee shall
apply between Lessor and Lessee with respect to any Equipment
from the time that any order for the Equipment is placed by
Lessor.
5. Rent. (a) Lessee shall pay to Lessor in cash or by
check as rent for the Equipment during the Lessee Term, the
amounts provided for in the Rental Schedule ("Basic Rent") for
such Equipment on the dates designated therein ("Payment Dates"),
at the location of Lessor set forth therein, or at such other
address or to such other person or entity as lessor, from time to
time, may designate.
(b) Lessee shall also pay to Lessor on demand, by
check, all amounts which Lessee is required to pay Lessor
pursuant to this Lease (other than Basic Rent) including but not
limited to amounts payable by reason of payments by Lessor to any
Vendors in advance of the delivery of such Equipment or the
commencement of the Lease Term for such Equipment, together with
every additional charge, interest and cost which may be added for
non-payment or late payment of any such amount or of Basic Rent.
All such amounts shall constitute additional rent ("Additional
Rent") and Lessor shall provide Lessee with notification as to
the amount of such Additional Rent. If Lessee shall fail to pay
any Additional Rent, Lessor shall have all rights, powers and
remedies with respect thereto as are provided herein or by law in
the case of non-payment of Basic Rent.
(c) With respect to any amount of Basic Rent or
Additional Rent not received by Lessor within seven days from
when due hereunder, Lessee shall pay to Lessor interest on such
amount from the due date thereof until payment is received by
Lessor at two percent per month or the highest rate of interest
on amounts past due that is not unlawful, whichever is lower (the
"Default Interest Rate"). Additionally, with respect to each such
instance of late payment, Lessee shall pay to Lessor, within
seven days of notification that such payment is due, a collection
fee of $500, which fee approximates Lessor's administrative
costs, at minimum, to collect such unpaid Basic Rent or
Additional Rent.
(d) LESSEE AGREES THAT TIME IS OF TIME ESSENCE TO
LESSOR IN LESSEE'S MAKING PAYMENTS OF BASIC RENT AND ADDITIONAL
RENT WHEN SUCH PAYMENTS BECOME DUE.
(e) This Lease is a net-net-net lease and,
notwithstanding any other provisions of this Lease, it is
intended that Basic Rent and Additional Rent shall be paid
without notice, demand, counterclaim, setoff, deduction or
defense and without abatement, suspension, deferment, diminution
or reduction. Lessee shall perform all its obligations under this
Lease at its sole cost and expense. Except to the extent
otherwise expressly specified herein, the obligations and
Liabilities of Lessee hereunder shall in no way be released,
discharged or otherwise affected for any reason, including,
without limitation: (i) any defect in the condition, quality or
fitness for use of the Equipment or any part thereof; (ii) any
damage to, removal, abandonment, salvage, loss, scrapping or
destruction of or any requisition or taking of the Equipment or
any part thereof; (iii) any restriction, prevention or
4
curtailment of or interference with any use of the Equipment or
any part hereof; (iv) any defect in title or rights to the
Equipment or any lien on such title or rights or on the
Equipment; (v) any change, waiver, extension, indulgence or other
action or omission in respect of any obligation or liability of
Lessor; (vi) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like
proceedings relating to Lessee or any action taken with respect
to this Lease by any trustee or receiver of Lessee or by any
court, in any such proceeding; (vii) any claim that Lessee has or
might have against any Person (as hereinafter defined), including
without limitation Lessor; (viii) any failure on the part of
Lessor to perform or comply with any of the terms hereof or of
any other agreement; (ix) any invalidity, unenforceability or
disaffirmance of this Lease or any provision hereof against or by
Lessee; or (x) any other occurrence whatsoever, whether similar
or dissimilar to the foregoing, whether or not Lessee or Lessor
shall have notice or knowledge of any of the foregoing. To the
extent permitted by law, Lessee waives all rights now or
hereafter conferred by statute or otherwise to quit, terminate,
cancel, rescind or surrender this Lease, or to any diminution or
reduction of Basic Rent or Additional Rent payable by Lessee
hereunder.
6. Lessee's Representations and Warranties. Lessee
represents and warrants (and if requested by Lessor, promptly
will provide supporting documents to the effect and an opinion of
counsel substantially in the form requested by Lessor) that as of
the date that Lessee signs this Master Lease, as of any date that
Lessor makes a payment to a Vendor prior to the date all
Equipment has been accepted for lease hereunder, as of each date
that any Equipment is accepted for lease hereunder and as of each
Lease Commencement Date pursuant to a Rental Schedule hereunder:
(i) all items of the Equipment are new and unused as of the Lease
Commencement Date, unless otherwise specified in the applicable
Rental Schedule; (ii) Lessee and Sublessee are each duly
organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, and is qualified and in
good standing to do business wherever necessary to carry on its
present business and corporations, including the jurisdictions
where the Equipment is or will be located; (iii) Lessee has the
power to enter into this Lease and the other instruments and
documents including the Sublease executed by Lessee in connection
herewith (together with this Lease, the "Transactional
Documents") and to pay and perform its obligations under this
Lease and the other Transactional Documents; (iv) this Lease and
the other Transactional Documents have been duly authorized,
executed and delivered by Lessee, and constitute the valid, legal
and binding obligations of Lessee enforceable in accordance with
their terms; (v) Sublessee has the power to enter into the
Sublease and the other instruments and documents executed by
Sublessee in connection therewith and to pay and perform its
obligations under the Sublease; (vi) the Sublease has been duly
authorized, executed and delivered by Sublessee, and constitutes
the valid, legal and binding obligation of Sublessee enforceable
in accordance with its terms; (vii) no vote or consent of, or
notice to, the holders of any class of stock of Lessee or
Sublessee is required, or if required, such vote or consent has
been obtained or given, to authorize the execution, delivery and
performance of this Lease, the Sublease and the other
Transactional Documents by Lessee and Sublessee; (viii) neither
the execution and delivery by Lessee or Sublessee of this Lease,
the Sublease or the other Transactional Documents, nor the
consummation by Lessee or Sublessee of the transactions
contemplated hereby or thereby, nor compliance by Lessee or
Sublessee with the provisions hereof or thereof, conflicts with
or results in a breach of any of the provisions of any
Certificate of Incorporation or By-laws or partnership or trust
agreement or certificate of Lessee or Sublessee, or to the best
of Lessee's knowledge and belief of any applicable law, judgment,
order, writ, injunction, decree, award, rule or regulation of any
court, administrative agency or other governmental authority, or
of any indenture, mortgage, deed of trust, other agreement or
instrument of any nature to which Lessee or Sublessee is a party
or by which it or its property is bound or affected or pursuant
5
to which it is constituted, or constitutes a default under any
thereof or will result in the creation of any lien, charge,
security interest or other encumbrance upon any of the Equipment,
other than the interests therein of Lessor or any Assignee (as
hereinafter define), or will in any manner adversely affect
Lessor's or any Assignee's right, title and interest in any of
the Equipment; (ix) to the best of Lessee's knowledge and belief,
no consent, approval, withholding of objection or other
authorization of or by any court, administrative agency, other
governmental authority or any other Person is required, except
such consents, approvals or other authorizations which have been
duly obtained and are in full force and effect and copies of
which have been furnished Lessor, in connection with the
execution, delivery or performance by Lessee and Sublessee, or
the consummation by Lessee and Sublessee, of the transactions
contemplated by this Lease, the Sublease and the other
Transactional Documents; (x) there are no actions, suits or
proceedings pending, or, to the knowledge of Lessee or Sublease,
threatened, in any court or before any administrative agency or
other governmental authority against or affecting Lessee or
Sublessee, which , if adversely decided would or could,
individually or in the aggregate, materially and adversely affect
the financial or other condition, business, operations,
properties, assets or prospects of Lessee or Sublessee or the
ability of Lessee or Sublessee to perform any of its obligations
under this Lease, the Sublease or under the other Transactional
Documents, except for any such actions, suits or proceedings that
Lessee has described in writing to Lessor by delivering to Lessor
copies of the periodic reports filed with the SEC by O'Brien
Environmental Energy; (xi) to the best of Lessee's knowledge and
belief, no Event of Default or event or condition which upon the
passage of time, the giving of notice, or both, would constitute
an Event of Default, exists or is continuing; (xii) to the best
of Lessee's knowledge and belief, there has been no material
adverse change or threatened change in Lessee's, Sublessee's, any
Guarantor's or any Manufacturer's financial or other condition,
business, operations, properties, assets or prospects since the
date of Lessee's, Sublessee's, such Guarantor's or Manufacturer's
most recent financial statements reported on by an independent
public accounting firm prior to the date of this Master Lease,
since the dates of each such Person's interim and annual
financial statements, if any, subsequent to such prior
statements, or from the written information that has been
supplied to Lessor by Lessee, Sublessee, such Guarantor or such
Manufacturer; (xiii) to the best of Lessee's knowledge and
belief, Lessee or Sublessee possesses any and all authorizations,
certifications and licenses which are or may be required to use
and operate the Equipment; (xiv) to the best of Lessee's
knowledge and belief, the actual Acquisition Cost pursuant to the
applicable Rental Schedule of each item of the Equipment does not
exceed the fair and usual price for like quantity purchases of
such item and reflects all discounts, rebates and allowances for
the Equipment given to Lessee, Sublessee, any Guarantor or any
affiliate of Lessee, Sublessee or any Grantor by any Vendor or
other Person including, without limitation, discounts for
advertising, prompt payment, testing or other services; (xv) all
information supplied to Lessor by Lessee, Sublessee or any
Guarantor is correct and does not omit any statement necessary to
make the information supplied not misleading; and (xvi) the
financial statements of Lessee, Sublessee and any Guarantor have
been prepared in accordance with generally accepted accounting
principles consistently applied and accurately and completely
present the financial condition and the results of operations of
Lessee, Sublessee and such Guarantors at the dates of and for the
periods covered by such statements.
7. Identification Marks. To the extent requested by
Lessor or if required by applicable law, Lessee shall affix to
the Equipment at Lessee's expense signs, labels, or other forms
of notice to disclose Lessor's ownership of, and the interest of
any Assignee in, the Equipment. Lessee shall keep and maintain
such signs, labels or other forms of notice affixed to the
Equipment throughout the Lease Term. Lessor may furnish such
signs, labels or other forms of notice to Lessee. Except as
6
otherwise directed by Lessor, Lessee shall not allow the name of
any person other than Lessor and Lessee to be placed on any part
of the Equipment as a designation that might reasonably be
interpreted as a claim of ownership.
8. Fees and Taxes. Lessee agrees to pay promptly when
due, and to indemnify and hold Lessor harmless from, all license,
title, registration and recording fees whatsoever, all taxes
including, without limitation, sales, use, franchise, personal
property, excise, import, export and stamp taxes and customs
duties, and all charges together with any penalties, fines or
interest thereon which are assessed, levied or imposed by any
governmental or taxing authority against Lessor with respect to
any or all of the Equipment or the purchase, acquisition,
ownership, construction, installation, shipment, delivery, lease,
possession, use, maintenance, condition, operation, control,
return or other disposition thereof or the rents, receipts or
earnings arising therefrom which accrue or are payable with
respect to the Equipment or this Lease or which are assessed, are
based on a valuation date, or are due during or with respect to
the Lease Term or any subsequent peril until the Equipment has
been returned to Lessor pursuant to the provisions of this Lease
or until the Equipment has been purchased by Lessee pursuant to
any purchase option provisions of this Lease, excluding, however,
any taxes solely measured by Lessor's net income from the general
operation of Lessor's business. In the event any such fees, taxes
or charges are paid by Lessor, or if Lessor is required to
collect or pay any thereof, Lessee shall reimburse Lessor
therefor (plus any penalties, fines or interest thereon) promptly
upon demand. Unless and until Lessor notifies Lessee in writing
to the contrary, Lessee shall file and pay any personal property
taxes levied or assessed on the Equipment directly to the levying
authority. Upon Lessor's written request, Lessee shall submit to
Lessor satisfactory evidence of payment by Lessee of any or all
amounts for which Lessee is required to make payment or to
indemnify Lessor hereunder that are paid by Lessee, and of the
filing of any and all reports, returns an other documentation
required in connection with any such payment. In the event Lessor
elects to pay the personal property taxes directly to a levying
authority, Lessor shall submit to Lessee a copy of its personal
property tax return and its receipt for the full amount of such
personal properly taxes so paid by Lessor. All of the obligations
of Lessee under this Section shall continue in full force and
effect notwithstanding any expiration, termination, rescission or
cancellation of this Lease. Lessee acknowledges that Lessor may
not be exempt from the payment of any of the amounts referred to
herein, even though Lessee might have been exempt therefrom if it
were the owner or purchaser of the Equipment, and Lessee agrees
that this Section shall apply, and the amounts due from it
hereunder shall be due, whether or not Lessee might itself have
otherwise been exempt from any such payments. Subject to the
foregoing, Lessee shall have the right to contest in good faith
any such taxes levied or imposed by any governmental or taxing
authority, provided that Lessee shall have given Lessor not less
than ten days prior notice of its intention to contest and full
particulars of the proposed contest and that in the opinion of
Lessor the proposed contest will not adversely effect the
interests of Lessor or any Assignee.
9. General Indemnity. (a) Lessee shall indemnify Lessor
and any Assignee (as hereinafter defined), and their respective
agents and servants, against, and agrees to defend, protect, save
and keep them harmless from, any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits,
costs, expenses and disbursements, including reasonable
attorneys' fees and expenses and costs for customs, completion,
performance and appeal bonds, of whatsoever kind and nature
(including, without limitation, for negligence, tort liability,
damages by reason of strict or absolute liability, punitive
damages, and indirect and consequential damages, but excluding
any such amounts imposed or incurred as a result of Lessor's
gross negligence or willful misconduct), imposed on or incurred
7
by or assessed against Lessor and/or any Assignee, in any way
relating to or arising out of (i) the failure of Lessee to
provide or obtain any certificates, documents, consents,
authorizations, clearances, licenses, permits or instruments
required hereunder or under any of the other Transactional
Documents, or (ii) the ordering, construction, installation,
delivery, testing, ownership, lease, possession, use,
maintenance, operation, control, movement, import, export,
shipment, condition, or return of the Equipment (including but
not limited to latent and other defects, whether or not
discoverable by Lessor or Lessee, and any claim for patent,
trademark, copyright, software or other intellectual property
infringement) until such time as the Equipment shall have been
returned to Lessor pursuant to the provisions of this Lease or
until the Equipment shall have been purchased by Lessee pursuant
to any purchase option provisions of this Lease.
(b) The obligations of Lessee under this Section shall
survive the payment of all known obligations under and any
expiration, termination, rescission or cancellation of this
Lease, and are expressly made for the benefit of and shall be
enforceable by Lessor, its successors and any Assignee.
10. Use of Equipment; Location; Liens. (a) During the
Lease Term, Lessee warrants and agrees that the Equipment shall
be used and operated and otherwise be in material compliance with
any established operating procedures therefor of any Manufacturer
and all statutes, regulations and orders of any governmental body
having power to regulate the Equipment or its use. Lessee shall
bear and pay all costs of such compliance. Lessee shall not
permit the Equipment to be used or maintained in any manner or
condition that would violate, or could result in the termination
of, the insurance policies carried by Lessee pursuant to the
provisions of this Lease on insurance, or in any manner or
condition or for any purpose for which, in the opinion of any
Manufacturer, the Equipment is not designed or suited.
(b) Lessee agrees that without Lessor's prior written
consent, it will not remove any of the Equipment from the
location specified in the Rental Schedule for such Equipment
other than for repairs or maintenance or permit any of the
Equipment to be used by anyone other than Lessee, Sublessee,
Lessee's or Sublessee's employees or a responsible independent
contractor engaged by Lessee or Sublessee.
(c) During the Lease Term and until the Equipment has
been returned to Lessor pursuant to the provisions of this Lease
or until the Equipment is purchased by Lessee pursuant to any
purchase option provisions of this Lease, Lessee will not
directly or indirectly create, incur, assume or suffer to exist
any mortgage, security interest, lien or encumbrance on the
Equipment or Lessor's or any Assignee's title thereto or interest
therein, except in the name of Lessor and its successor(s) and
any Assignee. Lessee, at its own expense, will promptly take such
action as may be necessary to keep the Equipment free and clear
of, and to duly discharge, any such mortgage, security interest,
lien or encumbrance not excepted above.
(d) Lessee agrees to procure and maintain in effect
all licenses, certificates, permits and other approvals and
consents required by federal, state and local laws and
regulations in connection with Lessee's possession, use,
operation and maintenance of the Equipment.
(e) Lessee shall cooperate fully with Lessor or any
Assignee to perfect and record their respective security
interests in connection with the Transactional Documents, and
will pay such Persons their reasonable costs related thereto.
Lessee authorizes Lessor to file financing statements that are
8
signed only by Lessor. Lessee authorizes Lessor to file financing
statements that are signed for Lessee or Sublessee by Lessor in
any jurisdiction when permitted by law or local authority and
Lessee hereby grants to Lessor power-of-attorney to act as
Lessee's and Sublessee's attorney-in-fact to sign Lessee's and
Sublessee's names on financing statements as "Debtor", if Lessee
or Sublessee shall not sign the same upon request of Lessor.
11. Maintenance and Repairs; Additions to Equipment.
(a) Lessee shall, for the entire Lease Term, at its sole
expense, maintain all of the Equipment in good, safe and
efficient operating repair, appearance and condition, will keep
all components of the Equipment properly calibrated and aligned,
will make all required adjustments, replacements and repairs and
will obtain and install any upgrades for the Equipment that are
announced and available for sale by a Manufacturer (collectively,
"maintenance and repair"). Such maintenance and repairs shall
include, but not be limited to, all recommended or advised by a
Manufacturer, all required or advised by cognizant governmental
agencies or regulatory bodies and all commonly performed by
prudent business and/or professional practice. All maintenance
and repairs to any item of the Equipment shall be made in
accordance with industry practice by persons with substantial
skill and knowledge in maintaining and repairing the Equipment.
(b) Lessee shall not modify the Equipment or permit
the Equipment to be modified if such modification shall not
maintain or enhance the value of the Equipment. Any replacements,
substitutions, additions, attachments, accessions, parts,
fittings, accessories, modifications, enhancements, maintenance
and repairs and other upgrades to the Equipment whenever made
shall be considered accessions to the Equipment and shall
automatically become the property of Lessor.
(c) All instruction manuals, published statements of
capabilities and technical specifications, service, maintenance
and repair records, installation, qualification, certification
and calibration reports, usage logs, and printed material
relating to the Equipment shall be deemed part of the Equipment.
Computer programs, programming codes, operating systems, data
processing instructions, series of instructions or statements
which are machine readable, and any like symbols or signals
usable by an electronic data processing system (collectively
"Software") that has been or shall be installed or entered in the
Equipment shall become a part of the Equipment. Whenever Lessee
acquires Software licenses from other parties, with respect to
the Software such licenses shall automatically and without
further action by Lessee be assigned to Lessor and become through
assignment a part of the Equipment transferable to any future
user of the Equipment for use with the Equipment.
12. Loss, Damage or Destruction of Equipment. (a) Lessee
shall bear all risks of damage to, taking of, or theft, loss or
destruction of, any or all of the Equipment commencing as of the
date of this Master Lease and continuing throughout the Lease
Term and until such Equipment has been returned to Lessor or
purchased by Lessee pursuant to any purchase option provisions of
this Lease. Except as otherwise herein expressly provided, no
damage to, taking of or theft, loss or destruction of any
Equipment shall impair any obligation of Lessee to Lessor under
this Lease, including, without limitation, the obligation to pay
Basic Rent.
(b) In the event that any item of Equipment shall
become lost, stolen, destroyed or damaged from any cause
whatsoever, Lessee agrees to promptly notify Lessor in writing of
9
such fact, fully informing Lessor of the details thereof. If any
item of Equipment is damaged (unless the same, in the opinion of
Lessor is irreparably damaged, in which case the provisions of
this Lease with respect to a Casualty Occurrence shall apply),
Lessee shall, at its sole cost and expense, place the same in
good repair, condition and working order or replace the same with
"like property" having the same value and operating capabilities
and useful life at least equal to the damaged Equipment prior to
the date of such damage, which property shall thereupon become
subject to this Lease with title thereto in Lessor. Lessor shall
release its interest in satisfactorily replaced damaged Equipment
to Lessee or the insurance carrier as appropriate. In the event
that an item of Equipment has been damaged, but not irreparably,
if no Event of Default has occurred and is continuing hereunder,
upon receipt by Lessor by Lessor of evidence, satisfactory to
[original illegible] by Lessor as a result of such damage for the
purpose of reimbursing Lessee for the costs of repairing,
restoring or replacing such item.
(c) In the event that any item of Equipment shall
become lost, stolen, destroyed or irreparably damaged from any
cause whatsoever, or if any item of Equipment or Lessor's title
thereto shall be requisitioned or seized by any governmental
authority (each such occurrence being herein called a "Casualty
Occurrence") during the Lease Term and until it has been returned
to Lessor pursuant to the provisions of this Lease or until the
Equipment is purchased by Lessee pursuant to any purchase option
provisions of this Lease, Lessee shall promptly notify Lessor in
writing of such fact, fully informing Lessor of all details of
the Casualty Occurrence in question, and shall pay Lessor in cash
the "Stipulated Loss Value" as set forth in the Table of
Stipulated Loss Values attached to the Rental Schedule pursuant
to which such item of Equipment is leased hereunder, calculated
as of the date of the Casualty Occurrence. Lessee may furnish a
placement item to be substituted for any lost, stolen, destroyed
or irreparably damaged item of the Equipment provided the
replacement item in Lessor's opinion is of equal or greater value
and free of liens or encumbrances. This payment or the
replacement shall be made within 30 days following the Casualty
Occurrence, together with the Basic Rent accrued and unpaid with
respect to such Equipment as of the date of the Casualty
Occurrence, plus all Additional Rent or amounts owing with
respect to such Equipment on such date of payment.
(d) Upon the payment of the Stipulated Loss Value of
the Equipment in question in accordance with the terms of this
Section, and the payment of all Basic Rent, Additional Rent and
any other sums then due hereunder, this Lease shall terminate
with respect to the Equipment or part thereof suffering the
Casualty Occurrence and all Lessor's rights and title to such
Equipment shall pass to Lessee, "as is" and "where is", without
any representation or warranty by, or recourse to, Lessor, as
provided by the provisions of this Master Lease on disclaimer of
warranties and as evidenced by a duly executed bill of sale
naming Lessor as the seller and Lessee as the buyer.
(e) Provided that no Event of Default has occurred and
is continuing and no event that with the passage of time or
giving of notice, or both, would be an Event of Default has
occurred and is continuing, any insurance proceeds received as
the result of a Casualty Occurrence with respect to any or all
items of the Equipment shall be applied first in reduction of any
other then unpaid obligation of Lessee to Lessor hereunder and
second in reduction of Lessee's obligation to pay the Stipulated
Loss Value for such item if not already paid by Lessee to Lessor,
10
or, if already paid by Lessee, to the reimbursement of Lessee
therefor, and the balance of the insurance proceeds, if any,
shall be paid to Lessee.
13. Reports; Inspections. Lessee will cause to be
furnished to Lessor, if requested, from time-to-time a statement
showing the condition and such other information regarding the
Equipment as Lessor may reasonably request. Lessor and any
Assignee shall have the right, upon reasonable notice to Lessee,
to inspect the Equipment including Lessee's records with respect
to the Equipment, to copy such records, and if an uncured Event
of Default shall exist, to inspect and copy Lessee's records with
respect to the financial statements Lessee is required to furnish
Lessor or has warranted to Lessor pursuant to this Lease. Any
inspection by Lessor or any Assignee shall not be deemed to be
approval or acknowledgment by Lessor or such Assignee of the
safety, freedom from defects, performance or compliance with
specifications or governmental requirements of the Equipment or
of the conformity of the Equipment or such financial statements
to the requirements or warranties of this Lease, and the
disclaimers set forth in the provisions of this Master Lease on
disclaimer of warranties shall apply to any such inspection.
Lessee shall pay or reimburse Lessor for Lessor's costs and
travel expenses for one such inspection per year, and for
Lessor's costs, travel expenses and salaries and the charges and
such expenses of Lessor's advisers for the inspection following
an inspection which encountered a breach of the requirements of
this Lessee or the warranties of Lessee pursuant to this Lease.
Travel expenses for any inspection shall not exceed $1,000.
14. Insurance. During the Lease Term and until all
Equipment has been returned to Lessor pursuant to the provisions
of this Lease or until the Equipment is purchased by Lessee
pursuant to any purchase option provisions of this Lease, Lessee
shall procure and maintain at its expense with reputable insurers
reasonably acceptable to Lessor (i) insurance on all of the
Equipment in an amount not less than the Equipment's Stipulated
Loss Value insuring against all risks of loss or damage to the
Equipment and against such other risks as Lessee would, in the
prudent management of its properties, maintain with respect to
similar equipment owned by it, and (ii) comprehensive public
liability and property damage insurance, in such amounts as shall
be satisfactory to Lessor but for not less than the greater of
$1,000,000 or the amounts customarily maintained by parties
similar to Lessee for similar leased equipment with similar
contemplated use, insuring Lessor and any Assignees, as their
interests may appear, against liability for death, bodily injury,
professional malpractice, and property damage arising out of or
resulting from the design, construction, manufacture, ownership,
use, operation, lease or maintenance of, or otherwise in
connection with, the Equipment. On the policies referred to in
clause (i) such insurance shall name Lessor (and any Assignees)
as the loss payee as its interest ny appear so that (and Lessor
and Lessee hereby agree that) the insurance proceeds payable
under such policies will be payable and paid solely to Lessor
(and to any Assignees). On the policies referred to in clause
(ii), such insurance will name Lessor (and any Assignees) as an
additional insured as its interests may appear. All such policies
shall provide that they may not be invalidated against Lessor (or
any Assignees) because of any violation of a condition or a
breach of warranty of the policies or application therefor by
Lessee, that they may not be altered or canceled except after 30
days' prior written notice to Lessor, and that Lessor and any
Assignee have the right but not the obligation to pay the
premiums with respect to coverage required by this Lease in order
to continue such insurance in effect or to obtain like coverage.
Under the policies of insurance required to be maintained by
Lessee pursuant to this Master Lessee, Lessee agrees to cause the
insurance carrier to waive any right of subrogation in each
instance as such right may exist against Lessor or any Assignee
and for any and all loss or damage to the Equipment. Lessor is
hereby appointed Lessee's attorney-in-fact to endorse any check
or draft which may be payable to Lessee in order to collect the
11
proceeds of such insurance. Lessee shall deliver to Lessor, prior
to the beginning of the Lease Term with respect to any of the
Equipment and at such other time or times as Lessor may request,
a certificate or other evidence satisfactory to Lessor of the
maintenance of such insurance. Lessor shall be under no duty to
examine such policies, certificates or other evidence of
insurance or to advise Lessee in the event that its insurance is
not in compliance with this Lease. In the event of failure on the
part of Lessee to provide such insurance, Lessor may, at its
option, but without obligation, provide such insurance and add
the amount of the premiums to the rents due hereunder, and Lessee
shall, upon Lessor's demand, pay the same as Additional Rent.
15. Return of Equipment. (a) At the end of the Lease Term
for any Equipment, if the purchase option set forth in this
Master Lease shall not have been exercised, Lessee at its sole
expense shall forthwith return possession of such Equipment
without omissions to Lessor by:
(i) properly preparing, crating and/or assembling such
Equipment (in accordance with the Manufacturer's instructions if
such instructions exist) for shipment by common carrier with all
containers and pieces labeled with model, part and unit numbers
and descriptions; and
(ii) shipping such Equipment by common carrier, with
insurance and freight prepaid, to a place designated by Lessor
within a 1,000 mile radius of the specified location under this
Lease for such equipment. Lessor shall pay additional shipping
charges incurred because of distances in excess of such 1,000
miles.
The insurance required by clause (ii) above shall provide
that in the event of loss such insurance shall pay Lessor in cash
directly the "Stipulated Loss Value" as set forth in the Exhibit
to the Rental Schedule calculated as of the Payment Date next
preceding the date of loss.
(b) When the Equipment is returned to Lessor it shall
be complete. The condition of the Equipment including Software
upon receipt by Lessor shall be not less than (i) meeting all
specifications for such fully upgraded equipment as published
most currently by the respective Equipment vendor(s) ,
Manufacturer(s) or supplier(s) (collectively referred to,
together with their successors and assigns, if any, as
"Vendors"), (ii) in fully operational condition, (iii) capable of
being installed and operated in the normal course by another
user, (iv) legally qualified for future use or operation of the
Equipment by another lessee or purchaser of the Equipment, (v)
free of defects, visible or concealed, including, but not limited
to, damage or malfunction of any kind, electrical shorts, fluid
restrictions or blockages, disconnections, breakage or the like,
(vi) safe for routine and usual operation, (vii) in compliance
with any and all pertinent governmental or regulatory rules, laws
or guidelines for its operation or use, (viii) free of Lessee's
markings or labelings, and (ix) free of any advertising or
insignia not requested by Lessor that was placed on the Equipment
by Lessee.
(c) Lessor reserves the right to inspect the Equipment
within 30 days of its return to verify compliance with the
provisions of this Master Lease on Equipment maintenance and
repairs and additions and on return of Equipment. Should there be
less than full compliance, Lessor at its option may (i) perform
or cause to be performed through service organizations of its own
choosing such maintenance and repairs, including upgrades,
replacements, the obtaining of paid-up Software licenses and
other services, is it deems necessary to effect such compliance,
(ii) require Lessee to perform or cause to be performed such
maintenance and repairs, including upgrades, replacements, the
obtaining of paid-up Software licenses and other services, as
Lessor deems necessary to effect such compliance and/or (iii)
reasonably estimate the costs to effect such compliance. Lessee
12
shall pay to Lessor the costs for performance of (i) or (ii)
above, or the estimated costs under (iii) above, in any such case
including the costs of the inspection(s). If maintenance and
repairs, including upgrades, replacements, and the obtaining of
paid-up software licenses and other services, are necessary to
place any of the Equipment under any Rental Schedule in the
condition required by this Lease, Lessee shall continue to pay to
Lessor monthly Additional Rent at the last prevailing rate during
the Lease Term for Basic Rent on the Equipment under such Rental
Schedule for the period of delay until all such required
maintenance and repairs can be performed, or for the period of
time reasonably necessary to accomplish such maintenance and
repairs. For any such period that applies, Lessee shall continue
to provide the insurance required during the Lease term. However,
Lessor' s acceptance of such rent and provision of insurance
during such period shall not constitute a renewal of the Lease
Term, a waiver of Lessor's right to prompt return of such
Equipment in the condition required by this Section, or a waiver
of Lessor's right to possession of such Equipment.
(d) Should the inspection reveal any item(s) of the
Equipment to be missing, Lessee shall be responsible for paying
to Lessor promptly the Stipulated Loss Value of such item(s) of
the Equipment computed as of the last Payment Date prior to the
end of the Lease Term, plus the amount of any impairment of the
Fair Market Value of the remaining item(s) of the Equipment due
to the absence of such missing item(s) of the Equipment.
(e) In the event that Lessee fails to return any of
the Equipment when required, at the election of Lessor effected
by notice to Lessee, the Lease Term for such Equipment shall be
extended on a month-to-month basis on the same terms as
previously in effect, an Lessee shall pay to Lessor monthly in
advance Basic Rent for such Equipment at the last prevailing rate
during the unextended Lease Term, until such Equipment has been
returned to Lessor pursuant to the provisions of this Lease.
Notwithstanding any month-to-month continuance of this Lease,
Lessor may resort to any remedies available to it under this
Lease, at law or in equity, to recover such Equipment at any time
following the end of such extended Lease Term.
16. Lessor's Ownership; Equipment To Be and Remain Personal
Property. (a) Lessee acknowledges and agrees that it does not
have, and by execution of this Lease and/or payments and
performance hereunder it shall not have or obtain, any title to
the Equipment, nor any property right or interest, legal or
equitable, therein, except its rights as Lessee hereunder and
subject to the terms hereof. Lessee shall not have or claim a
security interest and shall not seek or obtain replevin, detinue,
specific performance, sequestration, claim and delivery, or like
remedies in or for this Lease, any rents under this Lease, any or
all of the Equipment, any items of personal property identified
to become items of the Equipment, or any proceeds of any or all
of the foregoing.
(b) All of the Equipment shall be and remain personal
property notwithstanding the manner in which the Equipment may be
attached or affixed to realty. Upon the expiration, cancellation
or termination of the Lease Term of any or all of the Equipment,
Lessee shall have the obligation, and Lessor shall have the
right, to move, or cause the removal of, such Equipment from the
premises where the same is then located, for return to Lessor
pursuant to the provisions of this Master Lease on return of
equipment and, if applicable, on Events of Default, whether or
not any of the Equipment is affixed or attached to realty or to
any building. In the exercise of its rights, Lessor shall not be
liable for any damage to the realty or any such building or other
real or personal property occasioned by any removal of the
equipment by Lessee or its agents or by any removal of the
13
Equipment in a commercially reasonably manner by Lessor or its
agents. Lessee further covenants and agrees that Lessee will, at
the request of Lessor, obtain and deliver to Lessor concurrently
with the execution and delivery of each Rental Schedule, a
waiver, in recordable form, from the owner and any landlord,
tenant or holder of any lien or encumbrance on the realty or
building(s) on or in which any of the Equipment described in such
Rental Schedule shall be located, under which such owner,
landlord, tenant and holder (i) agree and consent that such
Equipment is and shall be personal property, owned by and
removable by Lessor upon the expiration, cancellation or
termination of the Lease Term thereof, and (ii) waive any rights
of distraint or similar rights with respect to such Equipment.
(c) If Lessee is unable to return, or is prevented
from returning, any of the Equipment to Lessor upon the
expiration, cancellation or termination of the Lessee Term as
required under the provisions of this Master Lease on return of
Equipment, for any reason whatsoever, including, but not limited
to, the assertion by any third party of any claim against such
Equipment, or of any right with respect thereto, whether or not
resulting from the manner in which such Equipment is affixed or
attached to, or installed in, the realty or any building(s)
thereon or any other personal or real property, or from the
failure of any owner, landlord or tenant of said realty (or the
building(s) thereon) or the holder of any lien or encumbrance to
execute the waiver in writing of such fact, for all purposes of
this Lease such Equipment shall be deemed to have been the
subject of a Casualty Occurrence. Thereupon, Lessee shall pay to
Lessor the amounts provided for by the provisions of this Master
Lease on loss, damage or destruction of Equipment, with respect
to such Equipment, at the time, in the manner, and with the
consequences provided by such provisions.
(d) Notwithstanding the foregoing provisions of this
Section, without Lessor's prior written consent, Lessee shall not
permit any of the Equipment to be attached or affixed to,
imbedded in or incorporated into any building, structure, real
estate or other personal or real property.
17. Other Covenants. (a) Lessee agrees to furnish, upon
Lessor's request, such financial, business and operational
information concerning Lessee, Sublessee an any Guarantor, as
Lessor or its assigns may reasonably request during the Lease
Term. Additionally, Lessee shall furnish to Lessor and its
assigns two complete copies of Lessee's, Sublessee's and every
Guarantor's (i) quarterly interim financial statements within 60
days of the close of each of the first three fiscal quarters of
every year, certified by the chief financial officer of,
respectively, Lessee, Sublessee or such Guarantor and (ii) annual
financial statements within 100 days of the close of each fiscal
year reported on by independent accountants without material
adverse qualification or comment, such quarterly and annual
financial statements of Lessee and any Guarantor to be furnished
without notice or demand therefor and of Sublessee to be
furnished upon Lessor's request. All such financial statements
shall be prepared in accordance with generally accepted
accounting principles consistently applied, and shall accurately
and completely present Lessee's, Sublessee's and every
Guarantor's financial condition and results of operations at the
dates of and for the periods covered by such statements.
(b) Lessee, Sublessee or any Guarantor shall promptly
furnish to Lessor copies of (i) filings that Lessee, Sublessee or
any Guarantor makes with the SEC or other government agencies
under the securities laws including but not limited to definitive
proxy statements, registration statements, prospectuses and
tender offer filings, and reports on holdings or acquisitions of
14
securities, relating to proxy solicitations, and on Form 10-K,
10-Q, 8-K or similar forms, and any amendments to such filings,
and (ii) press releases of Lessee, Sublessee or any Guarantor.
(c) If Lessee, Sublessee or any Guarantor or a general
partner of Lessee, Sublessee or any Guarantor is a corporation,
Lessee shall give Lessor notice of all meetings of the
stockholders of such corporation and copies of all materials that
are furnished to the stockholders for the meetings at the same
time that the notice or materials are sent to the stockholders.
If Lessee, Sublessee or any Guarantor or a general partner of
Lessee, Sublessee or any Guarantor is a partnership, Lessee shall
give Lessor notice of all meetings of such partnership and copies
of all materials that are furnished to the partners for the
meetings at the same time that the notice or materials are sent
to the partners. Lessor shall have the right to have its
representative attend any and all such meetings at the expense,
including travel costs, of Lessee, such expenses in any calendar
year together with the expenses provided for by the last sentence
of Section 13 of this Master Lease not to exceed $1000.
(d) There shall be no actual or overtly threatened
conflict with, or material violation of, any statute, regulation,
standard or rule relating to Lessee, its present or future
operations, or the Equipment.
(e) All information supplied to Lessor or its assigns
by Lessee, Sublessee or any Guarantor shall be correct as of the
date thereof and shall not omit any material statement necessary
to make the information supplied not be misleading. There shall
be no material breach of the representations, warranties and
covenants made by Lessee in connection with this Lease, by
Sublessee in the Sublease or by any Guarantor in connection with
a Guaranty.
(f) Lessee shall give Lessor notice of any change in
the address of the executive office or principal place of
business of Lessee not less than 15 days prior to the change.
(g) No change shall occur in the control, and no
material change shall occur in the ownership, of Lessee,
Sublessee or any Guarantor, and no Guarantor shall assert in
writing that the obligations of the Guarantor as a Guarantor or
in its Guaranty are not in full force and effect.
18. Events of Default. If one or more of the following
events (hereinafter called "Events of Default" or an "Event of
Default") shall occur:
(i) default shall be made in the payment of any Basic Rent
or Additional Rent due under this Master Lease or under any
Rental Schedule hereto, and any such default shall continue for
more than 10 days after the due date thereof;
(ii) any representation or warranty by Lessee, Sublessee or
any Guarantor made in this Master Lease, the Sublease, or in any
Guaranty or other Transactional Document or certificate furnished
to Lessor in connection with this Lease or the Sublease or
pursuant to this Lease or the Sublease shall at any time prove to
be incorrect in any material respect;
(iii) Lessee or Sublessee shall make or permit any
unauthorized assignment or transfer of this Master Lease or any
Rental Schedule to this Master Lease or the Sublease or of any of
15
Lessee's or Sublessee's rights and obligations hereunder or
thereunder, or Lessee or Sublessee shall make or permit any
unauthorized sublease or transfer of any Equipment or the
possession of any Equipment;
(iv) Lessee or Sublessee shall default in the observance
and/or performance of any other covenant, condition or agreement
on the part of Lessee or Sublessee to be observed and/or
performed under this Master Lease, under any Rental Schedule
hereto, under the Sublease, or under any other Transactional
Document, which default is not governed by paragraphs (i), (ii)
or (iii) above, and such default shall materially continue for
more than 30 days after written notice from Lessor to Lessee
specifying the default and demanding the same to be remedied;
(v) Lessee, Sublessee or any Guarantor shall make an
assignment for the benefit of creditors, or cease being in
substantially the same line or lines of business in which it is
presently engaged, or generally fail to pay its debts as they
become due, or become insolvent or commence a voluntary case
under the federal Bankruptcy Code as now or hereafter constituted
or any other applicable federal or state bankruptcy, insolvency
or similar law, or admit in writing its inability to pay its
debts as they mature, or consent to the appointment of a trustee
or receiver, or a trustee or a receiver shall be appointed for
Lessee, Sublessee or any Guarantor or for a substantial part of
Lessee's, Sublessee's or any Guarantor's property without such
party's consent and such appointment shall be not dismissed for a
period of 60 days; there shall have been entered a decree or
order for relief by a court having jurisdiction in respect of
Lessee, Sublessee or any Guarantor, or approving as properly
filed a petition seeking a reorganization, arrangement,
adjustment or composition of or in respect of Lessee, Sublessee
or any Guarantor in an involuntary proceeding or case under any
applicable federal or state bankruptcy, insolvency or other
similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee or similar official of Lessee, sublessee or
any Guarantor or 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 60 days, or there shall have been filed a
petition by or against Lessee, Sublessee or any Guarantor under
any bankruptcy law or other insolvency law and, if petition is
filed against Lessee, Sublessee or such Guarantor, the petition
is not withdrawn or dismissed within 60 days after the date of
filing; or Lessee, Sublessee or any Guarantor' shall cease doing
business as a going concern or shall liquidate or be dissolved;
(vi) Lessee, Sublessee or any Guarantor shall, without the
prior written consent of Lessor, enter into a merger,
consolidation or division, effect a share exchange of its
outstanding stock for the stock of other corporation, make a
tender offer for equity securities of a publicly held entity, or
sell or otherwise dispose of all or a major part of its assets or
of assets that produce all or a major part of its revenues or
profits; provided, however, that Lessee, Sublessee or any
Guarantor, without violating the provisions of this clause, may
consolidate with or merge with a corporation or other entity
organized under the laws of one of the states of the United
States (the surviving entity, a "successor"), or sell except by
means of a sale and leaseback arrangement) all or substantially
all of its business and assets to such a successor, on the
condition that any successor expressly assume in writing all of
the obligations of Lessee pursuant to this Lease, Sublease
pursuant to the Sublease, or of such Guarantor pursuant to its
Guaranty, and that the net tangible assets an the net worth
(determined in accordance with generally accepted accounting
principles) of the successor after the consolidation, merger or
sale shall be at least equal to the net tangible assets and the
net worth of Lessee, Sublessee or such Guarantor, as the case may
be, immediately prior to the consolidation, merger or sale;
16
(vii) there shall occur under any other lease, contract or
agreement between Lessee and Lessor or Sublessee and Lessor, an
Event of Default, as defined in such lease, contract or
agreement;
(viii) any of the Equipment shall be attached, levied upon,
encumbered, pledged, seized or taken under any judicial process
(except for any attachment, levy, encumbrance or pledge caused to
be placed on the Equipment by Lessor) and such proceedings shall
not be vacated, or fully stayed, within 30 days thereof;
(ix) at any time there shall occur under (A) any lease
between Lessee or Sublessee and a party her than Lessor as lessor
or (B) under any lease wholly or partially guaranteed by Lessee
or Sublessee, the exercise by the lessor of its possessory
remedies or commencement of legal proceedings by the lessor or
default under the lease; provided that the aggregate future
payments remaining to be made or guaranteed by Lessee or
Sublessee exceed $250,000, and that under a lease described in
(B) above within ten days of notice to Lessee or Sublessee of
such exercise of remedies and demand for payment by Lessee
Sublessee any such amount guaranteed by Lessee or Sublessee
remains unpaid;
(x) any obligation in excess of $250,000 of Lessee,
Sublessee or any Guarantor for the payment of borrowed money or
the acquisition of assets by purchase, conditional sale or other
arrangement is not paid or refinanced at maturity, whether by
acceleration or otherwise, or is declared due and payable prior
to the stated maturity thereof by reason of default or other
violation of the terms of any promissory note or agreement
evidencing or governing such obligation, and Lessor has given
Lessee, Sublessee or such Guarantor an opportunity to either cure
the purported Event of Default or supply information satisfactory
to Lessor that it does not, in fact, exist;
this Lease shall be declared in default, immediately and without
notice upon the occurrence of an Event of Default specified in
clause (v) above, and in the case of any other Event of Default,
upon Lessor at any time at its option subsequent to such Event of
Default giving notice to Lessee that this Lease is declared in
default. At any time after this Lease has been declared in
default, Lessor may exercise one or more of the following
remedies, to the extent not then prohibited by law, as Lessor in
its sole discretion may elect;
(I) to proceed by appropriate court action or actions at
law or in equity or in bankruptcy to enforce performance by
Lessee of the covenants and terms of this Lease and/or to recover
damages for the breach thereof;
(II) to terminate or cancel this Lease upon written notice
to Lessee whereupon all rights of Lessee to use the Equipment
shall immediately terminate, but Lessee shall not be relieved of
any obligations under this Lease;
(III) whether or not this Lease be so terminated or
cancelled, and without notice to Lessee, to repossess and/or to
render inoperable the Equipment wherever found, with or without
legal process, and for this purpose Lessor and/or its agents may
enter upon any premises of or under the control or jurisdiction
of Lessee or any agent of Lessee without liability for suit,
action or other proceeding by Lessee and remove the Equipment
therefrom; Lessee hereby expressly waives any claims for damages
occasioned by such repossession; LESSEE HEREBY EXPRESSLY WAIVES
17
ANY AND ALL RIGHTS TO A JUDICIAL HEARING WITH RESPECT TO
REPOSSESSION OF THE EQUIPMENT AFTER AN EVENT OF DEFAULT;
(IV) to hold or to use any Equipment returned to Lessor or
repossessed by Lessor for any purpose whatsoever, to sell any
Equipment at a private or public, cash or credit sale, to re-
lease any Equipment, in all the foregoing events free and clear
of any rights of Lessee;
(V) whether or not Lessor shall have exercised, or shall
hereafter at any time exercise, any of its other rights with
respect to an item of the Equipment, upon written notice to
Lessee, to demand that Lessee pay to Lessor, and Lessee shall pay
to Lessor on the date specified in such notice, as liquidated
damages for loss of a bargain and not as a penalty (in lieu of
the Basic Rent for such Equipment that prior to the Event of
Default was to have been paid on Payment Dates subsequent to the
date specified in such notice), an amount equal to the excess, if
any, of 125% of the Stipulated Loss Value for such item of
Equipment computed as of the Payment Date next preceding the date
specified in such notice, or if such date occurs on a Payment
Date, then computed as of such Payment Date, over whichever of
the following three amounts Lessor, in its sole discretion, shall
specify in such notice:
(A) the present value of the fair market rental value
(determined as hereafter provided in this Section) of such item
of the Equipment for the remainder of the Lease Term as of the
date specified in such notice, the present value to be computed
on the basis of a seven percent per annum rate of discount from
the respective dates upon which such rent would be paid;
(B) the fair market sales value (determined as hereafter
provided in this Section) of such item of Equipment as of the
date of such notice; or
(C) if Lessor shall have sold or re-leased any item of
Equipment pursuant to clause (IV) above, the net proceeds of such
sale or re-lease;
and
(VI) to forthwith recover from Lessee, and Lessee shall be
fully liable for, all Basic Rent that shall accrue until the date
that the Equipment is returned to or repossessed by Lessor and
any Additional Rent including collection fees whenever accrued.
In addition to the foregoing, Lessor may also recover from
Lessee all costs and expenses arising out of Lessee's default,
including, without limitation, expenses of repossession of the
Equipment and the storage, inspection, repair, reconditioning,
sale and re-leasing thereof, and reasonable attorneys' fees
incurred by Lessor in exercising any of its rights or remedies
hereunder. For the purposes of this Section only, "fair market
rental value" and "fair market sales value" shall be determined
by an appraisal of an independent appraiser chosen by Lessor, and
the cost of any such appraisal shall be borne by Lessee. No
remedy referred to in this Section is intended to be exclusive,
but each shall be cumulative and in addition to any other remedy
referred to above or otherwise available to Lessor at law or in
equity or in bankruptcy. The exercise by Lessor of any one or
more remedies shall not be deemed to preclude the simultaneous or
later exercise by Lessor of any or all such previously exercised
remedies and any and all other remedies.
18
19. Assignment and Transfer by Lessor. (a) Lessor may at
any time and from time to time assign to one or more security
assignees (all herein called the "Secured Party" and also called
an "Assignee") for the purpose of securing a loan to Lessor or
for any other purpose, and at its sole discretion, may also sell
or transfer to one or more Persons (herein called the
"Transferee" and also called an "Assignee"), in any case subject
to the rights of Lessee under this Lease but without notice to or
consent of Lessee, this Lease, any other Transactional Documents,
any or all of the Equipment, and all sums at any time due and to
become due or at any time owing or payable by Lessee to Lessor
under this Lease or pursuant to any or all of the Transaction
Documents. The Secured Party shall not be obligated to perform
any duty, covenant or condition required to be performed by
Lessor under this Lease or any other Transactional Documents.
(b) Lessee agrees that notwithstanding any assignment to a
Secured Party, each and every covenant, agreement, representation
and warranty of Lessor under this Lease shall be and remain the
sole liability of Lessor and of every successor in interest of
Lessor (excluding any Secured party) or, in the case of
assignment to a Transferee, shall become and remain the sole
liability of the Transferee if so agreed to by the Transferee and
if not so agreed to shall be and remain the sole liability of
Lessor. Lessee further agrees and acknowledges that any
assignment, sale or transfer by Lessor could not and shall not
materially change any duty or obligation of Lessee or materially
increase any burden or risk of Lessee.
(c) Lessee further acknowledges and agrees that from and
after the receipt by Lessee of written notice of an assignment
from Lessor, Lessee shall comply with the directions or demands
given in writing by the Secured Party or (to the extent not
inconsistent with the directions or demands of the Secured Party)
by the Transferee, and the Secured Party or Transferee shall have
the right to exercise (either in its own name or in the name of
Lessor) all rights, privileges, and remedies of Lessor provided
for herein. Lessee agrees that any obligation to a Secured Party
as a result of the assignment of this Lease to a Secured Party as
aforesaid shall not be reduced or minimized by reason of any
claim, defense, counterclaim, set-off, abatement, reduction or
recoupment or other right that Lessee might otherwise have been
able to assert against Lessor, any prior Assignee or any
Transferee. After any assignment to a Secured Party and unless
and until Lessee is otherwise notified by the Secured Party, this
Lease may not be amended or modified, and no consent or waiver
hereunder shall be effective, without the prior written consent
of the Secured Party. Lessee agrees to execute and Lessor or any
Transferee or Secured Party may record any instruments and
documents relating to such assignment, mortgage or security
interest desired by Lessor or any Transferee or Secured Party.
Lessee shall promptly provide any such instruments and documents
that are requested by Lessor or any Assignee including
certificates indicating any claim, defense, counterclaim, set-
off, abatement, reduction, recoupment or other right that Lessee
may have against Lessor or any Assignee, the date to which Basic
Rent has been paid under each Rental Schedule hereunder and that
this Lease is in effect without default or amendment, or the
extent of such default or amendment, as the case may be.
20. Recording and Filing; Expenses. Lessee will, upon
demand of Lessor, at Lessee's cost and expense, do and perform
any other act and will execute, acknowledge, deliver, file,
register, record and deposit (and will re-file, re-register, re-
record or re-deposit whenever required) any and all instruments
required by law or requested by Lessor (or any Assignee)
including, without limitation, financing statements under the
Uniform Commercial Code (which Lessor shall have the right to
file wherever and whenever Lessor requires), for the purpose of
providing proper protection to the satisfaction of Lessor (and/or
any Assignee) of Lessor's title to any Equipment (and/or of any
19
Assignee's security interest in the Equipment) or for the purpose
of carrying out the intention of this Lease. Lessee will also
pay, or will upon demand reimburse Lessor for, all reasonable
costs and expenses incurred by Lessor in connection with this
Lease, any other Transactional Documents, and any related
transactions, closing, assignments, sales and transfers to any
Secured Party or Transferee, enforcement of Lessor's rights under
this Lease and the other Transactional Documents, filings, the
documentation of this and any related transactions, and fees and
costs of attorneys for Lessor in connection therewith.
21. Quiet Enjoyment. So long as no Event of Default has
occurred and is continuing hereunder, Lessee shall have peaceful
and quiet use and enjoyment of the Equipment during the Lease
Term as against acts of Lessor or anyone claiming solely by,
through or under Lessor including any Secured Party or
Transferee.
22. Failure or Indulgence not Waiver; Additional Rights of
Lessor. (a) No failure to exercise, and no delay in exercising,
any right, power or remedy hereunder on the part of Lessor shall
operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right,
power or remedy. Any waiver, to be effective, must be in
writing. A waiver of any covenant, term or condition contained
herein shall not be construed as a waiver of any subsequent
breach of the same covenant, term or condition. Receipt by
Lessor of any Basic Rent or Additional Rent with knowledge of the
breach of any provision hereof shall not constitute a waiver of
such breach.
(b) Lessor shall be entitled to injunctive relief in case
of the violation or attempted or threatened violation of any of
the provisions hereof, to a decree compelling performance of any
of the provisions hereof, and to any other remedy allowed in law
or in equity.
23. Sublease. Lessee shall not sublease the Equipment
except pursuant to the Sublease, relinquish possession of the
Equipment other than to Sublessee, or assign, pledge or
hypothecate this Lease or any of Lessee's rights or obligations
hereunder, in whole or in part, without the prior written consent
of Lessor, which consent Lessor shall not be obligated to grant.
Nevertheless, any such sublease and the rents, profits and
proceeds therefrom shall be the property of Lessor and, unless
Lessor has consented to such sublease, Lessor within 30 days
after receiving notice thereof in accordance with the provisions
of this Master Lease on notices shall have the right to declare
the sublease void from its purported commencement, to terminate
the sublease or to accept the sublease. Any such attempted
relinquishment of possession, assignment, pledge or hypothecation
by Lessee without such consent shall be null and void.
24. Purchase Option. (a) If (i) no Event of Default, and
no event which with the giving of notice or lapse of time, or
both, would constitute an Event of Default, has occurred and then
remains unremedied to Lessor's satisfaction, and (ii) this Lease
shall not have been earlier terminated, Lessee shall be entitled,
at its option, upon written notice to Lessor, as hereinafter
provided, to purchase all, but not less than all, items of the
Equipment then subject to a Rental Schedule, at the expiration of
the Primary Term for such items of the Equipment, for one dollar
($1), plus any applicable sales, excise or other taxes imposed as
a result of such sale (other than net income taxes attributable
to such sale). Lessor's sale of any item of the Equipment shall
be on an "as-is", "where-is" basis, without any representation or
warranty by or recourse to Lessor, as provided by the provisions
of this Master Lease on disclaimer of warranties, and shall be
20
subject to such additional terms and conditions as may be
specified in the Rental Schedule. If Lessee intends to exercise
said purchase option, Lessee shall give written notice to Lessor
to such effect at least 90 days prior to the earliest expiration
of the Primary Term of the item(s) of the Equipment subject to
the particular Rental Schedule with respect to which Lessee
intends to exercise its purchase option. If Lessee fails to give
such written notice to Lessor as aforesaid, it shall be
conclusively presumed that Lessee has elected not to exercise
such purchase option. If Lessee gives such written notice,
Lessee shall be obligated to buy, and Lessor shall be obligated
to sell, such Equipment on the terms herein provided.
(b) Notwithstanding any election by Lessee to purchase, the
provisions of this Lease shall continue in full force and effect
until the transfer of ownership of such Equipment upon the date
of purchase by the delivery of a Bill of Sale by Lessor.
25. Notices. Any notice or other communication required or
permitted to be given by either party hereto to the other party
shall be deemed to have been given upon its receipt, in writing,
by the receiving party at its address set forth below, or at such
other address as the receiving party shall have furnished to the
other party by notice pursuant to this Section.
If to Lessee: O'Brien Energy Services Company
900 Church Street
Wilmington, DE 19801
If to Lessor: Financing for Science and Industry, Inc.
10 Waterside Drive
Farmington, CT 06032-3065
26. Entire Agreement; Severability; Amendment or
Cancellation of Lease. This Lease constitutes the complete and
exclusive statement of the terms of the agreement between the
parties with respect to the leasing of the Equipment and any sale
of the Equipment by Lessor to Lessee. Any provision of this
Lease which is prohibited or unenforceable in any jurisdiction
shall be, as to such jurisdiction, 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 provision in any other jurisdiction
LESSEE ACKNOWLEDGES RECEIPT OF A COPY OF THIS MASTER LEASE.
Lessor and Lessee agree that neither this Lease nor Lessee's
acceptance or deemed acceptance of any or all of the Equipment
may be cancelled, waived, altered, amended, repudiated,
terminated, rescinded, revoked or modified, except by a writing
signed by Lessee and a duly authorized representative of Lessor.
O'BRIEN ENERGY SERVICES COMPANY
By:/s/
-------------------------------
Signature of Lessee
27. Waiver of Jury. Lessor and Lessee waive any right and
all right to trial by jury in any action or proceeding relating
in any way to this Lease.
21
28. Restriction of Limitation Periods and Damages. Lessee
shall not make any claim in respect of or relating to the
Equipment or this Lease against Lessor or any Assignee for
special consequential or punitive damages.
29. Governing Law; Consent to Jurisdiction and Service.
This Lease shall be governed by and construed in accordance with
the laws of the State of Connecticut (other than the conflicts of
laws provisions). Lessee agrees that any legal action or
proceeding against Lessee in respect of or relating to this Lease
or the Equipment may be brought in any state or federal court
sitting in the City of Hartford in the State of Connecticut.
Lessee hereby irrevocably consents and submits to the
nonexclusive personal jurisdiction of said courts and irrevocably
agrees that all claims in any such action or proceeding may be
heard and determined in and enforced by any such court. Lessee
irrevocably consents to the service of summons, notice, or other
process relating to any such action or proceeding by delivery
thereof to it by hand or by mail in the manner set forth in the
provisions of this Master Lease on notices.
30. Lessor's Right to Perform for Lessee. If Lessee fails
to duly and promptly perform any of its obligations under this
Lease or fails to comply with any of the covenants or agreements
contained herein, Lessor may itself perform such obligations or
comply with such covenants or agreement, for the account of
Lessee, without thereby waiving any default, and any amount paid
or expense (including, without limitation, attorney's fees)
reasonably incurred by Lessor in connection with such performance
or compliance shall, together with interest thereon at the
Default Interest Rate, be payable by Lessee to Lessor on demand.
31. Binding Effect. This Lease shall inure to the benefit
of and be binding upon the parties hereto and their respective
permitted successors and assigns.
32. General. The captions in this Master Lease and each
Rental Schedule are for convenience of reference only. There
shall be only one original executed copy of this Master Lease and
of each Rental Schedule. This Master Lease is and each Rental
Schedule shall be executed in the State of Connecticut by
Lessor's having countersigned the same in the State of
Connecticut, and are to be and shall be performed in the State of
Connecticut by reason of the requirements therein for payment by
Lessee to Lessor to be made in the State of Connecticut.
33. Definitions. The following terms, not elsewhere
defined, shall have the following meanings for all purposes
hereof:
"Acquisition Cost" of any item of the Equipment shall mean
an amount equal to the sum of (i) the purchase price of such item
of the Equipment paid by Lessor pursuant to the purchase order
for such item of the Equipment assigned to or given by Lessor,
plus (ii) any excise, sales or use tax, freight, installation,
set-up and other costs that are paid by Lessor on or with respect
to such item of the Equipment on or about the time of Lessor's
purchase of the Equipment or the Lease Commencement Date and that
Lessor does not request Lessee to directly reimburse to Lessor.
"Certificate of Inspection and Acceptance" shall mean a
certificate in the form designated by Lessor whereby Lessee
evidences its acceptance of one or more items of the Equipment
for lease hereunder.
22
"Guarantor" shall mean a guarantor of any or all of the
obligations of Lessee pursuant to this Lease.
"Guaranty" shall mean a writing containing a guaranty of any
or all of the obligations of Lessee pursuant to this Lease.
"Lease Commencement Date" with respect to an item of
Equipment shall mean the date of commencement of the Lease Term
of the item as provided by the applicable Rental Schedule.
"Lease Term" with respect to an item of the Equipment shall
mean the Primary Term plus any and all Renewal Terms plus any
period during which Lessee retains the Equipment on a month-to-
month basis pursuant to provisions of this Master Lease governing
the return of the Equipment. The Lease Term shall include the
Lease Commencement Date and the date on which the Lease Term
ends.
"Manufacturer" shall mean the Person that manufactures the
item of the Equipment in question.
"Master Lease" shall mean this Master Equipment Lease
Agreement.
"Person" shall mean an individual, a corporation, a
partnership, an association, a joint-stock company, a trust, an
estate, any incorporated organization or similar association, a
government or political subdivision, or any other entity.
"PMA Contract" shall mean the Energy Service Agreement
between the Philadelphia Municipal Authority and Sublessee made
June 30, 1992.
"Rental Schedule" shall mean each schedule, executed by
Lessor and Lessee pursuant to this Master Lease, providing for a
description of some or all of the Equipment to be leased
hereunder, the place or places where such Equipment shall be
located, its Acquisition Cost, the Basic Rent payable by Lessee
with respect thereto, the Primary Term thereof, the Lease
Commencement Date with respect thereto, and such other matters as
Lessor and Lessee may agree upon.
"Stipulated Loss Value" shall mean the amounts specified in
the Table of Stipulated Loss Values applicable to the items of
the Equipment subject to a Rental Schedule, as provided by the
Schedule B attached to the Rental Schedule. Except as otherwise
provided in a writing signed by Lessor and Lessee, the Stipulated
Loss Value immediately prior to the end of the Primary Term for
any items of the Equipment shall be the Stipulated Loss Value
throughout any Renewal Term(s) for such items, and thereafter
until such items are returned to Lessor pursuant to the
provisions of this Lease or purchased by Lessee pursuant to any
then applicable purchase option provisions of this Lease.
"Sublease" shall mean the agreement providing for the lease
of the Equipment by Lessee as a sublessor to Sublessee.
"Sublessee" shall mean O'Brien (Philadelphia) Cogeneration,
Inc., a Delaware corporation.
23
IN WITNESS WHEREOF, the duly authorized representatives of
Lessor and Lessee have executed this Master Lease as of the date
first above written.
LESSOR: LESSEE:
FINANCING FOR SCIENCE O'BRIEN ENERGY SERVICES
AND INDUSTRY, INC. COMPANY
By: By:
--------------------- -------------------------
Title: Title:
-------------------------
ATTEST: ATTEST:
By: By:
---------------------- -------------------------
Title: Title:
---------------------- -------------------------
TABLE OF CONTENTS
SECTION PAGE
1. Agreement for Lease of Agreement. . . . . . . . . . . . . .1
2. Delivery and Acceptance of Equipment. . . . . . . . . . . .1
3. Disclaimer of Warranties. . . . . . . . . . . . . . . . . .2
4. Primary Term. . . . . . . . . . . . . . . . . . . . . . . .3
6. Lessee's Representations and Warranties . . . . . . . . . .4
7. Identification Marks. . . . . . . . . . . . . . . . . . . .5
8. Fees and Taxes. . . . . . . . . . . . . . . . . . . . . . .6
9. General Indemnity . . . . . . . . . . . . . . . . . . . . .6
10. Use of Equipment; Location; Liens . . . . . . . . . . . . .7
11. Maintenance and Repairs; Additions to Equipment . . . . . .8
12. Loss, Damage or Destruction of Equipment. . . . . . . . . .8
13. Reports; Inspections. . . . . . . . . . . . . . . . . . . 10
14. Insurance . . . . . . . . . . . . . . . . . . . . . . . . 10
15. Return of Equipment . . . . . . . . . . . . . . . . . . . 11
16. Lessor's Ownership; Equipment To Be and Remain Personal
Property. . . . . . . . . . . . . . . . . . . . . . . . . 12
17. Other Covenants . . . . . . . . . . . . . . . . . . . . . 13
18. Events of Default . . . . . . . . . . . . . . . . . . . . 14
19. Assignment and Transfer by Lessor . . . . . . . . . . . . 17
20. Recording and Filing; Expenses. . . . . . . . . . . . . . 18
21. Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . 19
22. Failure or Indulgence not Waiver; Additional Rights of
Lessor. . . . . . . . . . . . . . . . . . . . . . . . . . 19
23. Sublease. . . . . . . . . . . . . . . . . . . . . . . . . 19
24. Purchase Option . . . . . . . . . . . . . . . . . . . . . 19
25. Notices . . . . . . . . . . . . . . . . . . . . . . . . . 20
26. Entire Agreement; Severability; Amendment or
Cancellation of Lease . . . . . . . . . . . . . . . . . . 20
27. Waiver of Jury. . . . . . . . . . . . . . . . . . . . . . 20
28. Restriction of Limitation Periods and Damages . . . . . . 20
29. Governing Law; Consent to Jurisdiction and Service. . . . 21
30. Lessor's Right to Perform for Lessee. . . . . . . . . . . 21
31. Binding Effect. . . . . . . . . . . . . . . . . . . . . . 21
32. General . . . . . . . . . . . . . . . . . . . . . . . . . 21
33. Definitions . . . . . . . . . . . . . . . . . . . . . . . 21
| EX-10.12.4 | Last Page of 26 | TOC | 1st | Previous | Next | ↓Bottom | Just 26th |
|---|
MASTER EQUIPMENT LEASE AGREEMENT
Dated as of
November 19, 1992
between
FINANCING FOR SCIENCE AND INDUSTRY, INC.
(LESSOR)
AND
O'BRIEN ENERGY SERVICES COMPANY
(LESSEE)
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 10/13/94 |
| For Period End: | | 6/30/94 | | | | | | | NT 10-K |
| | 11/19/92 | | 1 | | 26 |
| | 6/30/92 | | 2 | | 22 |
| List all Filings |
↑Top
Filing Submission 0000910213-94-000018 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Mon., May 13, 3:06:40.1pm ET 