$7.3 Million Master Lease Financing Line and Warrant Agreement
Terms Sheet
September 14, 2000
LESSOR: Sun Microsystems Finance, A Division of Sun
Microsystems of Canada Inc., or assignee.
LESSEE: InfoCast Corporation, a Nevada Company
LINE OF
FINANCING
TERM: Twelve months from execution date of this term
sheet.
FACILITY: $7.3 million (US) financing for the acquisition of
Sun equipment.
STAGING
OF FINANCING: $2 million of Lessor's Line of Financing will be
available initially. Subject to favorable eFinance
review, an additional $2 million of Lessor's Line
of Financing will be made available at Infocast's
request. Subject to favorable eFinance review,
another $2 million of the Lessor's Line of
Financing will be made available at Infocast's
request and subject to favorable eFinance review,
the final $1.3 million of the Lessor's Line of
Financing will be made available at Infocast's
request.
LEASE TERM: Each schedule will have a twenty-four month term
in the form of a fair market value net lease.
Monthly payments will be in advance, beginning on
the first day of the calendar month following
funding. An interim rental will be charged for the
period from funding until the date of lease
commencement.
RATE: Interest rates will indexed to the 2-year
Government of Canada Bond (as published in the
Globe and Mail) on the day of funding.
AMOUNTS: 100% of invoiced cost of equipment excluding sales
tax, freight and similar costs.
WARRANTS: Infocast will grant Lessor warrants to purchase
such number of shares of InfoCast Corporation's
common Stock equal to a total of $1,095,000 (15%
of $7,300,000) divided by the Warrant Share Value
(Exercise Price multiplied by a factor of .75).
The warrants will be granted on the First Closing
Date, as defined in the Stock
<PAGE>
Purchase Agreement. The Exercise Price shall be
the lesser of the stock price on the First Closing
Date or the trailing ten-day average price for
InfoCast Corporation's common stock ending upon
the First Closing Date. The warrant shall have a
sixty month duration. The warrant will include a
net issuance provision allowing it to be exchanged
without the payment of additional consideration
for the company's stock based upon the values of
the warrant and the stock at the time of exchange.
Twenty-seven and four-tenths percent (27.4%) of
the warrants shall be immediately exerciseable and
vested as of the First Closing Date. An additional
twenty-seven and four-tenths percent (27.4%) of
the warrants shall vest upon the date of each Sun
approval for Infocast to use another $2 million of
the $7.3 million Line of Financing. The final
seventeen and eight-tenths percent (17.8%) of the
warrants shall vest upon Sun's approval for
Infocast to use the final $1.3 million of the $7.3
million Line of Financing. All warrant terms and
conditions shall be specifically set forth in the
warrant documents ("Warrants").
EQUIPMENT
LOCATION: Equipment to be located in North America (Canada
or the United States). Lessee will use best
efforts to provide landlord waivers from the
landlords where equipment is located.
INSURANCE: The Lessee will provide insurance against loss or
damage to the equipment.
EXPENSES: All reasonable third party expenses of the
transaction will be borne by the Lessee.
COVENANTS: No change in Lessee's business model or strategic
intent materially adverse to this transaction,
cross default, and other standard lease covenants.
PREPAYMENT: Terms for Lease buyout and early termination to be
negotiated, defined and agreed to by both parties.
SUBJECT TO: Mutually acceptable lease and warrant
documentation.
OTHER TERMS
CONDITIONS: Other standard terms and conditions, including but
not limited to, possible leases, still to be
negotiated and agreed to by both parties.
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Acknowledgement:
Sun Microsystems, Inc. InfoCast Corporation
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Date............................... Date.......................................
