<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 0-19135
------------------------
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3090151
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
<TABLE>
<S> <C>
88 BROAD ST., SIXTH FLOOR, BOSTON, MA 02110
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (617) 854-5800
Securities registered pursuant to Section 12(b) of the Act NONE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ----------------------------------------------------------- -----------------------------------------------------------
<S> <C>
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
480,227 UNITS REPRESENTING LIMITED PARTNERSHIP INTEREST
- --------------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. Not applicable. Securities are nonvoting for this purpose.
Refer to Item 12 for further information.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO SECURITY HOLDERS FOR
THE YEAR ENDED DECEMBER 31, 1998 (PART I AND II)
- --------------------------------------------------------------------------------
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<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
FORM 10-K
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C> <C>
PART I
Item 1. Business 3
Item 2. Properties 4
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for the Partnership's Securities and Related Security Holder Matters 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 7
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 8
PART III
Item 10. Directors and Executive Officers of the Partnership 9
Item 11. Executive Compensation 11
Item 12. Security Ownership of Certain Beneficial Owners and Management 11
Item 13. Certain Relationships and Related Transactions 12
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 14-15
</TABLE>
2
<PAGE>
PART I
ITEM 1. BUSINESS.
(a) General Development of Business
American Income Partners V-D Limited Partnership (the "Partnership") was
organized as a limited partnership under the Massachusetts Uniform Limited
Partnership Act (the "Uniform Act") on May 21, 1990 for the purpose of acquiring
and leasing to third parties a diversified portfolio of capital equipment.
Partners' capital initially consisted of contributions of $1,000 from the
General Partner (AFG Leasing IV Incorporated) and $100 from the Initial Limited
Partner (AFG Assignor Corporation). On September 27, 1990, the Partnership
issued 480,227 units, representing assignments of limited partnership interests
(the "Units"), to 806 investors. Unitholders and Limited Partners (other than
the Initial Limited Partner) are collectively referred to as Recognized Owners.
The Partnership has one General Partner, AFG Leasing IV Incorporated, a
Massachusetts corporation and an affiliate of Equis Financial Group Limited
Partnership (formerly known as American Finance Group), a Massachusetts limited
partnership ("EFG"). The General Partner is not required to make any other
capital contributions except as may be required under the Uniform Act and
Section 6.1(b) of the Amended and Restated Agreement and Certificate of Limited
Partnership (the "Restated Agreement, as amended").
(b) Financial Information About Industry Segments
The Partnership is engaged in only one industry segment: the business of
acquiring capital equipment and leasing the equipment to creditworthy lessees on
a full payout or operating lease basis. (Full payout leases are those in which
aggregate undiscounted, noncancellable rents exceed the acquisition cost of the
leased equipment. Operating leases are those in which the aggregate
undiscounted, noncancellable rental payments are less than the acquisition cost
of the leased equipment.) Industry segment data is not applicable.
(c) Narrative Description of Business
The Partnership was organized to acquire a diversified portfolio of capital
equipment subject to various full payout and operating leases and to lease the
equipment to third parties as income-producing investments. More specifically,
the Partnership's primary investment objectives were to acquire and lease
equipment that would:
1. Generate quarterly cash distributions;
2. Preserve and protect invested capital; and
3. Maintain substantial residual value for ultimate sale.
The Partnership has the additional objective of providing certain federal
income tax benefits.
The Closing Date of the Offering of Units of the Partnership was September
27, 1990. The initial purchase of equipment and the associated lease commitments
occurred on September 28, 1990. The acquisition of the equipment and its
associated leases is described in Note 3 to the financial statements included in
Item 14, herein. The Restated Agreement, as amended, provides that the
Partnership will terminate no later than December 31, 2000. However, the
Partnership is a Nominal Defendant in a Class Action Lawsuit, the outcome of
which could significantly alter the nature of the Partnership's organization and
its future business operations. See Note 6 to the accompanying financial
statements.
The Partnership has no employees; however, it is managed pursuant to a
Management Agreement with EFG or one of its affiliates (the "Manager"). The
Manager's role, among other things, is to (i) evaluate, select, negotiate, and
consummate the acquisition of equipment, (ii) manage the leasing, re-leasing,
financing, and refinancing of equipment, and (iii) arrange the resale of
equipment. The Manager is
3
<PAGE>
compensated for such services as provided for in the Restated Agreement, as
amended, described in Item 13 herein, and in Note 4 to the financial statements
included in Item 14, herein.
The Partnership's investment in equipment is, and will continue to be,
subject to various risks, including physical deterioration, technological
obsolescence and defaults by lessees. A principal business risk of owning and
leasing equipment is the possibility that aggregate lease revenues and equipment
sale proceeds will be insufficient to provide an acceptable rate of return on
invested capital after payment of all debt service costs and operating expenses.
In addition, the leasing industry is very competitive. The Partnership is
subject to considerable competition when equipment is re-leased or sold at the
expiration of primary lease terms. The Partnership must compete with lease
programs offered directly by manufacturers and other equipment leasing
companies, including limited partnerships and trusts organized and managed
similarly to the Partnership, and including other EFG sponsored partnerships and
trusts, which may seek to re-lease or sell equipment within their own portfolios
to the same customers as the Partnership. Many competitors have greater
financial resources and more experience than the Partnership, the General
Partner and the Manager. In addition, default by a lessee under a lease may
cause equipment to be returned to the Partnership at a time when the General
Partner or the Manager is unable to arrange for the re-lease or sale of such
equipment. This could result in the loss of anticipated revenue.
Revenue from individual lessees which accounted for 10% or more of lease
revenue during the years ended December 31, 1998, 1997 and 1996 is incorporated
herein by reference to Note 2 to the financial statements in the 1998 Annual
Report. Refer to Item 14(a)(3) for lease agreements filed with the Securities
and Exchange Commission.
EFG is a Massachusetts limited partnership formerly known as American
Finance Group ("AFG"). AFG was established in 1988 as a Massachusetts general
partnership and succeeded American Finance Group, Inc., a Massachusetts
corporation organized in 1980. EFG and its subsidiaries (collectively, the
"Company") are engaged in various aspects of the equipment leasing business,
including EFG's role as Manager or Advisor to the Partnership and several other
direct-participation equipment leasing programs sponsored or co-sponsored by EFG
(the "Other Investment Programs"). The Company arranges to broker or originate
equipment leases, acts as remarketing agent and asset manager, and provides
leasing support services, such as billing, collecting, and asset tracking.
The general partner of EFG, with a 1% controlling interest, is Equis
Corporation, a Massachusetts corporation owned and controlled entirely by Gary
D. Engle, its President, Chief Executive Officer and sole Director. Equis
Corporation also owns a controlling 1% general partner interest in EFG's 99%
limited partner, GDE Acquisition Limited Partnership ("GDE LP"). Mr. Engle
established Equis Corporation and GDE LP in December 1994 for the sole purpose
of acquiring the business of AFG.
In January 1996, the Company sold certain assets of AFG relating primarily
to the business of originating new leases, and the name "American Finance
Group," and its acronym, to a third party. AFG changed its name to Equis
Financial Group Limited Partnership after the sale was concluded. Pursuant to
terms of the sale agreements, EFG specifically reserved the rights to continue
using the name American Finance Group and its acronym in connection with the
Partnership and the Other Investment Programs and to continue managing all
assets owned by the Partnership and the Other Investment Programs.
(d) Financial Information About Foreign and Domestic Operations and Export
Sales
Not applicable.
ITEM 2. PROPERTIES.
Incorporated herein by reference to Note 3 to the financial statements in
the 1998 Annual Report.
4
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.
Incorporated herein by reference to Note 6 to the financial statements in
the 1998 Annual Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
5
<PAGE>
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S SECURITIES AND RELATED SECURITY HOLDER
MATTERS.
(a) Market Information
There is no public market for the resale of the Units and it is not
anticipated that a public market for resale of the Units will develop.
(b) Approximate Number of Security Holders
At December 31, 1998, there were 753 record holders of Units in the
Partnership.
(c) Dividend History and Restrictions
Pursuant to Article VI of the Restated Agreement, as amended, the amount of
cash distributions to be declared and paid to the Partners is determined on a
quarterly basis. Each quarter's distribution may vary in amount and is made 95%
to the Limited Partners and 5% to the General Partner. Generally, cash
distributions are paid within 30 days after the completion of each calendar
quarter.
Distributions in 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
GENERAL RECOGNIZED
TOTAL PARTNER OWNERS
---------- --------- -----------
<S> <C> <C> <C>
Total 1998 distributions.................................. $ 227,476 $ 11,374 $ 216,102
Total 1997 distributions.................................. 284,344 14,217 270,127
---------- --------- -----------
Total................................................... $ 511,820 $ 25,591 $ 486,229
---------- --------- -----------
---------- --------- -----------
</TABLE>
Distributions payable at both December 31, 1998 and 1997 were $56,869.
There are no formal restrictions under the Restated Agreement, as amended
that materially limit the Partnership's ability to pay cash distributions,
except that the General Partner may suspend or limit cash distributions to
ensure that the Partnership maintains sufficient working capital reserves to
cover, among other things, operating costs and potential expenditures, such as
refurbishment costs to remarket equipment upon lease expiration. Liquidity is
especially important as the Partnership matures and sells equipment, because the
remaining equipment base consists of fewer revenue-producing assets that are
available to cover prospective cash disbursements. Insufficient liquidity could
inhibit the Partnership's ability to sustain its operations or maximize the
realization of proceeds from remarketing its remaining assets.
In addition, the Partnership is a Nominal Defendant in a Class Action
Lawsuit described in Note 6 to the accompanying financial statements. A
preliminary settlement agreement will allow the Partnership to invest in new
equipment or other activities, subject to certain limitations, effective March
22, 1999. Until the Class Action Lawsuit is adjudicated, the General Partner
does not expect that the level of future quarterly cash distributions paid by
the Partnership will be increased above amounts paid in the fourth quarter of
1998. In addition, the proposed settlement, if effected, will materially change
the future organizational structure and business interests of the Partnership,
as well as its cash distribution policies. See Note 6 to the accompanying
financial statements.
Cash distributions consist of Distributable Cash From Operations and
Distributable Cash From Sales or Refinancings.
"Distributable Cash From Operations" means the net cash provided by the
Partnership's normal operations after general expenses and current liabilities
of the Partnership are paid, reduced by any reserves for working capital and
contingent liabilities to be funded from such cash, to the extent deemed
reasonable by the General Partner, and increased by any portion of such reserves
deemed by the General
6
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Partner not to be required for Partnership operations and reduced by all accrued
and unpaid Equipment Management Fees and, after Payout, further reduced by all
accrued and unpaid Subordinated Remarketing Fees. Distributable Cash From
Operations does not include any Distributable Cash From Sales or Refinancings.
"Distributable Cash From Sales or Refinancings" means Cash From Sales or
Refinancings as reduced by (i)(a) amounts realized from any loss or destruction
of equipment which the General Partner determines shall be reinvested in similar
equipment for the remainder of the original lease term of the lost or destroyed
equipment, or in isolated instances, in other equipment, if the General Partner
determines that investment of such proceeds will significantly improve the
diversity of the Partnership's equipment portfolio, and subject in either case
to satisfaction of all existing indebtedness secured by such equipment to the
extent deemed necessary or appropriate by the General Partner, or (b) the
proceeds from the sale of an interest in equipment pursuant to any agreement
governing a joint venture which the General Partner determines will be invested
in additional equipment or interests in equipment and which ultimately are so
reinvested and (ii) any accrued and unpaid Equipment Management Fees and, after
Payout, any accrued and unpaid Subordinated Remarketing Fees.
"Cash From Sales or Refinancings" means cash received by the Partnership
from sale or refinancing transactions, as reduced by (i)(a) all debts and
liabilities of the Partnership required to be paid as a result of sale or
refinancing transactions, whether or not then due and payable (including any
liabilities on an item of equipment sold which are not assumed by the buyer and
any remarketing fees required to be paid to persons not affiliated with the
General Partner, but not including any Subordinated Remarketing Fees whether or
not then due and payable) and (b) any reserves for working capital and
contingent liabilities funded from such cash to the extent deemed reasonable by
the General Partner and (ii) increased by any portion of such reserves deemed by
the General Partner not to be required for Partnership operations. In the event
the Partnership accepts a note in connection with any sale or refinancing
transaction, all payments subsequently received in cash by the Partnership with
respect to such note shall be included in Cash From Sales or Refinancings,
regardless of the treatment of such payments by the Partnership for tax or
accounting purposes. If the Partnership receives purchase money obligations in
payment for equipment sold, which are secured by liens on such equipment, the
amount of such obligations shall not be included in Cash From Sales or
Refinancings until the obligations are fully satisfied.
"Payout" is defined as the first time when the aggregate amount of all
distributions to the Recognized Owners of Distributable Cash From Operations and
Distributable Cash From Sales or Refinancings equals the aggregate amount of the
Recognized Owners' original capital contributions plus a cumulative annual
return of 11% (compounded quarterly and calculated beginning with the last day
of the month of the Partnership's Closing Date) on their aggregate unreturned
capital contributions. For purposes of this definition, capital contributions
shall be deemed to have been returned only to the extent that distributions of
cash to the Recognized Owners exceed the amount required to satisfy the
cumulative annual return of 11% (compounded quarterly) on the Recognized Owners'
aggregate unreturned capital contributions, such calculation to be based on the
aggregate unreturned capital contributions outstanding on the first day of each
fiscal quarter.
ITEM 6. SELECTED FINANCIAL DATA.
Incorporated herein by reference to the section entitled "Selected Financial
Data" in the 1998 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Incorporated herein by reference to the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
1998 Annual Report.
7
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Incorporated herein by reference to the financial statements and
supplementary data included in the 1998 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
8
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
(a-b) Identification of Directors and Executive Officers
The Partnership has no Directors or Officers. As indicated in Item 1 of this
report, AFG Leasing IV Incorporated is the sole General Partner of the
Partnership. Under the Restated Agreement, as amended, the General Partner is
solely responsible for the operation of the Partnership's properties. The
Recognized Owners have no right to participate in the control of the
Partnership's operations, but they do have certain voting rights, as described
in Item 12 herein. The names, titles and ages of the Directors and Executive
Officers of the General Partner as of March 15, 1999 are as follows:
DIRECTORS AND EXECUTIVE OFFICERS OF
THE GENERAL PARTNER (SEE ITEM 13)
<TABLE>
<CAPTION>
NAME TITLE AGE TERM
- ------------------------------------ ------------------------------------------------------- ----- ----------
<S> <C> <C> <C>
Geoffrey A. MacDonald............... Chairman and a member of the Executive Committee of EFG 50 Until a
and President and a Director of the General Partner successor
is duly
elected
and
qualified
Gary D. Engle....................... President and Chief Executive Officer and member of the 50
Executive Committee of EFG and a Director of the
General Partner
Gary M. Romano...................... Executive Vice President and Chief Operating Officer of 39
EFG and Clerk of the General Partner
James A. Coyne...................... Executive Vice President of EFG 38
Michael J. Butterfield.............. Senior Vice President, Finance and Treasurer of EFG and 39
Treasurer of the General Partner
Sandra L. Simonsen.................. Senior Vice President, Information Systems of EFG 48
Gail D. Ofgant...................... Senior Vice President, Lease Operations of EFG 33
</TABLE>
(c) Identification of Certain Significant Persons
None.
(d) Family Relationship
No family relationship exists among any of the foregoing Partners, Directors
or Executive Officers.
(e) Business Experience
Mr. MacDonald, age 50, is a co-founder, Chairman and a member of the
Executive Committee of EFG and President and a Director of the General Partner.
Mr. MacDonald was also a co-founder, Director, and Senior Vice President of
EFG's predecessor corporation from 1980 to 1988. Mr. MacDonald is President of
American Finance Group Securities Corp. and a limited partner in Atlantic
Acquisition Limited Partnership ("AALP") and Old North Capital Limited
Partnership ("ONC"). Prior to co-founding EFG's predecessors, Mr. MacDonald held
various executive and management positions in the leasing and pharmaceutical
industries. Mr. MacDonald holds a M.B.A. from Boston College and a B.A. degree
from the University of Massachusetts (Amherst).
9
<PAGE>
Mr. Engle, age 50, is President and Chief Executive Officer of EFG and sole
shareholder and Director of its general partner, Equis Corporation and a member
of the Executive Committee of EFG and President of AFG Realty Corporation. Mr.
Engle joined EFG in 1990 as Executive Vice President and acquired control of EFG
and its subsidiaries in December 1994. Mr. Engle is Vice President and a
Director of certain of EFG's subsidiaries and affiliates, a limited partner in
AALP and ONC and controls the general partners of AALP and ONC. Mr. Engle is
also Chairman, Chief Executive Officer, and a member of the Board of Directors
of Semele Group, Inc. ("Semele"). From 1987 to 1990, Mr. Engle was a principal
and co-founder of Cobb Partners Development, Inc., a real estate and mortgage
banking company. From 1980 to 1987, Mr. Engle was Senior Vice President and
Chief Financial Officer of Arvida Disney Company, a large-scale community
development company owned by Walt Disney Company. Prior to 1980, Mr. Engle
served in various management consulting and institutional brokerage capacities.
Mr. Engle has a MBA from Harvard University and a BS degree from the University
of Massachusetts (Amherst).
Mr. Romano, age 39, became Executive Vice President and Chief Operating
Officer of EFG, and Secretary of Equis Corporation in 1996 and is Secretary or
Clerk of several of EFG's subsidiaries and affiliates. Mr. Romano joined EFG in
November 1989, became Vice President and Controller in April 1993 and Chief
Financial Officer in April 1995. Mr. Romano assumed his current position in
April 1996. Mr. Romano is also Vice President and Chief Financial Officer of
Semele. Prior to joining EFG, Mr. Romano was Assistant Controller for a
privately held real estate development and mortgage origination company that he
joined in 1987. Previously, Mr. Romano was an Audit Manager at Ernst & Whinney
(now Ernst & Young LLP), where he was employed from 1982 to 1986. Mr. Romano is
a Certified Public Accountant and holds a B.S. degree from Boston College.
Mr. Coyne, age 38, is Executive Vice President, Capital Markets of EFG and
President, Chief Operating Officer and a member of the Board of Directors of
Semele. Mr. Coyne joined EFG in 1989, remained until May 1993, and rejoined EFG
in November 1994. In September 1997, Mr. Coyne was appointed Executive Vice
President of EFG. Mr. Coyne is a limited partner in AALP and ONC. From May 1993
through November 1994, he was employed by the Raymond Company, a private
investment firm, where he was responsible for financing corporate and real
estate acquisitions. From 1985 through 1989, Mr. Coyne was affiliated with a
real estate investment company and an equipment leasing company. Prior to 1985,
he was with the accounting firm of Ernst & Whinney (now Ernst & Young LLP). He
has a BS in Business Administration from John Carroll University, a Masters
Degree in Accounting from Case Western Reserve University and is a Certified
Public Accountant.
Mr. Butterfield, age 39, is Senior Vice President, Finance and Treasurer of
EFG and certain of its affiliates and is Treasurer of the General Partner and
Semele. Mr. Butterfield joined EFG in June 1992, became Vice President, Finance
and Treasurer of EFG and certain of its affiliates in April 1996 and was
promoted to Senior Vice President, Finance and Treasurer of EFG and certain of
its affiliates in July 1998. Prior to joining EFG, Mr. Butterfield was an Audit
Manager with Ernst & Young LLP, which he joined in 1987. Mr. Butterfield was
employed in public accounting and industry positions in New Zealand and London
(UK) prior to coming to the United States in 1987. Mr. Butterfield attained his
Associate Chartered Accountant (A.C.A.) professional qualification in New
Zealand and has completed his CPA requirements in the United States. He holds a
Bachelor of Commerce degree from the University of Otago, Dunedin, New Zealand.
Ms. Simonsen, age 48, joined EFG in February 1990 and was promoted to Senior
Vice President, Information Systems of EFG in April 1996. Prior to joining EFG,
Ms. Simonsen was Vice President, Information Systems with Investors Mortgage
Insurance Company, which she joined in 1973. Ms. Simonsen provided systems
consulting for a subsidiary of American International Group and authored a
software program published by IBM. Ms. Simonsen holds a BA degree from Wilson
College.
Ms. Ofgant, age 33, is Senior Vice President, Lease Operations of EFG and
certain of its affiliates. Ms. Ofgant joined EFG in July 1989, was promoted to
Manager Lease Operations in April 1994, and
10
<PAGE>
became Vice President of Lease Operations in April 1996. In July 1998, Ms.
Ofgant was promoted to Senior Vice President of Lease Operations. Prior to
joining EFG, Ms. Ofgant was employed by Security Pacific National Trust Company.
Ms. Ofgant holds a BS degree in Finance from Providence College.
(f) Involvement in Certain Legal Proceedings
None.
(g) Promoters and Control Persons
See Item 10 (a-b) above.
ITEM 11. EXECUTIVE COMPENSATION.
(a) Cash Compensation
Currently, the Partnership has no employees. However, under the terms of the
Restated Agreement, as amended, the Partnership is obligated to pay all costs of
personnel employed full or part-time by the Partnership, including officers or
employees of the General Partner or its Affiliates. There is no plan at the
present time to make any officers or employees of the General Partner or its
Affiliates employees of the Partnership. The Partnership has not paid and does
not propose to pay any options, warrants or rights to the officers or employees
of the General Partner or its Affiliates.
(b) Compensation Pursuant to Plans
None.
(c) Other Compensation
Although the Partnership has no employees, as discussed in Item 11(a),
pursuant to section 10.4 of the Restated Agreement, as amended, the Partnership
incurs a monthly charge for personnel costs of the Manager for persons engaged
in providing administrative services to the Partnership. A description of the
remuneration paid by the Partnership to the Manager for such services is
included in Item 13, herein and in Note 4 to the financial statements included
in Item 14, herein.
(d) Compensation of Directors
None.
(e) Termination of Employment and Change of Control Arrangement
There exists no remuneration plan or arrangement with the General Partner or
its Affiliates which results or may result from their resignation, retirement or
any other termination.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
By virtue of its organization as a limited partnership, the Partnership has
no outstanding securities possessing traditional voting rights. However, as
provided in Section 11.2(a) of the Restated Agreement, as amended (subject to
Sections 11.2(b) and 11.3), a majority interest of the Recognized Owners has
voting rights with respect to:
1. Amendment of the Restated Agreement;
2. Termination of the Partnership;
3. Removal of the General Partner; and
4. Approval or disapproval of the sale of all, or substantially all, of the
assets of the Partnership (except in the orderly liquidation of the
Partnership upon its termination and dissolution).
11
<PAGE>
No person or group is known by the General Partner to own beneficially more
than 5% of the Partnership's 480,227 outstanding Units as of March 1, 1999.
The ownership and organization of EFG is described in Item 1 of this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The General Partner of the Partnership is AFG Leasing IV Incorporated, an
affiliate of EFG.
(a) Transactions with Management and Others
All operating expenses incurred by the Partnership are paid by EFG on behalf
of the Partnership and EFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during the years ended December 31,
1998, 1997 and 1996, which were paid or accrued by the Partnership to EFG or its
Affiliates, are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Equipment management fees................................ $ 13,512 $ 30,066 $ 89,296
Administrative charges................................... 61,764 58,303 37,037
Reimbursable operating expenses due to third parties..... 390,029 84,399 65,882
---------- ---------- ----------
Total................................................ $ 465,305 $ 172,768 $ 192,215
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
As provided under the terms of the Management Agreement, EFG is compensated
for its services to the Partnership. Such services include acquisition and
management of equipment. For acquisition services, EFG is compensated by an
amount equal to 2.23% of Equipment Base Price paid by the Partnership. For
management services, EFG is compensated by an amount equal to 5% of gross
operating lease rental revenue and 2% of gross full payout lease rental revenue
received by the Partnership. Both acquisition and management fees are subject to
certain limitations defined in the Management Agreement.
Administrative charges represent amounts owed to EFG, pursuant to Section
10.4 of the Restated Agreement, as amended, for persons employed by EFG who are
engaged in providing administrative services to the Partnership. Reimbursable
operating expenses due to third parties represent costs paid by EFG on behalf of
the Partnership which are reimbursed to EFG at actual cost.
All equipment was acquired from EFG, one of its affiliates, including other
equipment leasing programs sponsored by EFG, or from third-party sellers. The
Partnership's acquisition cost was determined by the method described in Note 2
to the financial statements, included in Item 14, herein.
All rents and proceeds from the sale of equipment are paid directly to
either EFG or to a lender. EFG temporarily deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Partnership.
At December 31, 1998, the Partnership was owed $25,840 by EFG for such funds and
the interest thereon. These funds were remitted to the Partnership in January
1999.
Certain affiliates of the General Partner own Units in the Partnership as
follows:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL
AFFILIATE UNITS OWNED OUTSTANDING UNITS
- ------------------------------------------------------------- ------------- -------------------
<S> <C> <C>
Atlantic Acquisition Limited Partnership..................... 20,888 4.35%
Old North Capital Limited Partnership........................ 1,000 0.21%
</TABLE>
Atlantic Acquisition Limited Partnership ("AALP") and Old North Capital
Limited Partnership ("ONC") are both Massachusetts limited partnerships formed
in 1995 and affiliates of EFG. The general partners of AALP and ONC are
controlled by Gary D. Engle. In addition, the limited partnership interests of
ONC are owned by Semele Group, Inc. ("Semele"). Gary D. Engle is Chairman and
CEO of Semele.
12
<PAGE>
(b) Certain Business Relationships
None.
(c) Indebtedness of Management to the Partnership
None.
(d) Transactions with Promoters
See Item 13(a) above.
13
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
(1) Financial Statements:
<TABLE>
<S> <C>
Report of Independent Auditors................................. *
Statement of Financial Position at December 31, 1998 and
1997......................................................... *
Statement of Operations for the years ended December 31, 1998,
1997 and 1996................................................ *
Statement of Changes in Partners' Capital for the years ended
December 31, 1998, 1997 and 1996............................. *
Statement of Cash Flows for the years ended December 31, 1998,
1997 and 1996................................................ *
Notes to the Financial Statements.............................. *
</TABLE>
(2) Financial Statement Schedules:
None required.
(3) Exhibits:
Except as set forth below, all Exhibits to Form 10-K, as set forth in Item
601 of Regulation S-K, are not applicable.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----------
<C> <S>
4 Amended and Restated Agreement and Certificate of Limited Partnership included as Exhibit A to the
Prospectus, which is included in Registration Statement on Form S-1 (No. 33-35148).
13 The 1998 Annual Report to security holders, a copy of which is furnished for the information of the
Securities and Exchange Commission. Such Report, except for those portions thereof which are
incorporated herein by reference, is not deemed "filed" with the Commission.
23 Consent of Independent Auditors.
99(a) Lease agreement with Northwest Airlines, Inc. was filed in the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1990 as Exhibit 28 (a) and is incorporated herein by reference.
</TABLE>
- ------------------------
* Incorporated herein by reference to the appropriate portion of the 1998
Annual Report to security holders for the year ended December 31, 1998 (see
Part II).
14
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----------
<C> <S>
99(b) Lease agreement with Consolidated Rail Corporation was filed in the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995 as Exhibit 99 (c) and is incorporated herein by reference.
99(c) Lease agreement with Awin Leasing Company, Inc. was filed in the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997 as Exhibit 99 (c) and is incorporated herein by reference.
99(d) Lease agreement with Ford Motor Company was filed in the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997 as Exhibit 99 (d) and is incorporated herein by reference.
99(e) Lease agreement with Transnet Limited was filed in the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997 as Exhibit 99 (e) and is incorporated herein by reference.
99(f) Lease agreement with Tenneco Packaging Company is filed in the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1998 and is included herein.
99(g) Lease agreement with Mobil Oil Corporation is filed in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 and is included herein.
</TABLE>
- ------------------------
(b) Reports on Form 8-K:
None.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.
AMERICAN INCOME PARTNERS V-D LIMITED
PARTNERSHIP
BY:
-----------------------------------------
AFG Leasing IV Incorporated,
A MASSACHUSETTS CORPORATION AND THE
GENERAL PARTNER OF THE REGISTRANT.
<TABLE>
<S> <C>
By: /s/GEOFFREY A. MACDONALD By: /s/GARY D. ENGLE
Geoffrey A. MacDonald Gary D. Engle
Chairman and a member of the President and Chief Executive
Executive Committee of EFG and Officer and a member of the
President and a Director of the Executive Committee of EFG and a
General Partner Director of the General Partner
(Principal Executive Officer)
Date: March 31, 1999 Date: March 31, 1999
By: /s/GARY M. ROMANO By: /s/MICHAEL J. BUTTERFIELD
Gary M. Romano Michael J. Butterfield
Executive Vice President and Chief Senior Vice President, Finance and
Operating Officer of EFG and Clerk Treasurer of EFG and Treasurer
of the General Partner of the General Partner
(Principal Financial Officer) (Principal Accounting Officer)
Date: March 31, 1999 Date: March 31, 1999
</TABLE>
16
<PAGE>
Exhibit 13
AMERICAN INCOME PARTNERS V
American Income Partners V-D Limited Partnership
Annual Report to the Partners, December 31, 1998
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
INDEX TO ANNUAL REPORT TO THE PARTNERS
<TABLE>
<CAPTION>
PAGE
<S> <C>
SELECTED FINANCIAL DATA 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 3-7
FINANCIAL STATEMENTS:
Report of Independent Auditors 8
Statement of Financial Position
at December 31, 1998 and 1997 9
Statement of Operations
for the years ended December 31, 1998, 1997 and 1996 10
Statement of Changes in Partners' Capital
for the years ended December 31, 1998, 1997 and 1996 11
Statement of Cash Flows
for the years ended December 31, 1998, 1997 and 1996 12
Notes to the Financial Statements 13-21
ADDITIONAL FINANCIAL INFORMATION:
Schedule of Excess (Deficiency) of Total Cash
Generated to Cost of Equipment Disposed 22
Statement of Cash and Distributable Cash
From Operations, Sales and Refinancings 23
Schedule of Costs Reimbursed to the
General Partner and its Affiliates as Required by
Section 10.4 of the Amended and Restated
Agreement and Certificate of Limited Partnership 24
</TABLE>
<PAGE>
SELECTED FINANCIAL DATA
The following data should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
financial statements.
For each of the five years in the period ended December 31, 1998:
<TABLE>
<CAPTION>
Summary of
Operations 1998 1997 1996 1995 1994
----------------------------- -------------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Lease revenue $ 321,107 $ 653,111 $ 1,816,273 $ 2,179,607 $ 2,992,070
Net income $ 575,168 $ 720,339 $ 1,656,646 $ 733,938 $ 213,680
Per Unit:
Net income $ 1.14 $ 1.42 $ 3.28 $ 1.45 $ 0.42
Cash distributions $ 0.45 $ 0.56 $ 4.52 $ 2.00 $ 2.50
Financial Position
--------------------------
Total assets $ 4,032,879 $ 3,443,037 $ 3,551,413 $ 4,132,437 $ 5,673,509
Total long-term obligations $ -- $ -- $ 307,479 $ 86,802 $ 1,182,287
Partners' capital $ 3,711,398 $ 3,363,706 $ 2,927,711 $ 3,555,934 $ 3,833,000
</TABLE>
2
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Year ended December 31, 1998 compared to the year
ended December 31, 1997 and the year ended December 31, 1997
compared to the year ended December 31, 1996
Certain statements in this annual report of American Income Partners V-D
Limited Partnership (the "Partnership") that are not historical fact constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and are subject to a variety of risks and
uncertainties. There are a number of important factors that could cause actual
results to differ materially from those expressed in any forward-looking
statements made herein. These factors include, but are not limited to, the
outcome of the Class Action Lawsuit described in Note 6 to the accompanying
financial statements, the collection of all rents due under the Partnership's
lease agreements and the remarketing of the Partnership's equipment.
YEAR 2000 ISSUE
The Year 2000 Issue generally refers to the capacity of computer
programming logic to correctly identify the calendar year. Many companies
utilize computer programs or hardware with date sensitive software or embedded
chips that could interpret dates ending in "00" as the year 1900 rather than the
year 2000. In certain cases, such errors could result in system failures or
miscalculations that disrupt the operations of the affected businesses. The
Partnership uses information systems provided by EFG and has no information
systems of its own. EFG has adopted a plan to address the Year 2000 Issue that
consists of four phases: assessment, remediation, testing, and implementation
and has elected to utilize principally internal resources to perform all phases.
EFG completed substantially all of its Year 2000 project by December 31, 1998 at
an aggregate cost of less than $50,000 and at a di minimus cost to the
Partnership. Remaining items are expected to be minor and be completed by March
31, 1999. All costs incurred in connection with EFG's Year 2000 project have
been expensed as incurred.
EFG's primary information software was coded by IBM at the point of
original design to use a four-digit field to identify calendar year. All of the
Partnership's lease billings, cash receipts and equipment remarketing processes
are performed using this proprietary software. In addition, EFG has gathered
information about the Year 2000 readiness of significant vendors and third-party
servicers and continues to monitor developments in this area. All of EFG's
peripheral computer technologies, such as its network operating system and
third-party software applications, including payroll, depreciation processing,
and electronic banking, have been evaluated for potential programming changes
and have required only minor modifications to function properly with respect to
dates in the year 2000 and thereafter. EFG understands that each of its and the
Partnership's significant vendors and third-party servicers are in the process,
or have completed the process, of making their systems Year 2000 compliant.
Substantially all parties queried have indicated that their systems would be
Year 2000 compliant by the end of 1998.
Presently, EFG is not aware of any outside customer with a Year 2000 Issue
that would have a material effect on the Partnership's results of operations,
liquidity, or financial position. The Partnership's equipment leases were
structured as triple net leases, meaning that the lessees are responsible for,
among other things, (i) maintaining and servicing all equipment during the lease
term, (ii) ensuring that all equipment functions properly and is returned in
good condition, normal wear and tear excepted, and (iii) insuring the assets
against casualty and other events of loss. Non-compliance with lease terms on
the part of a lessee, including failure to address Year 2000 Issues, could
result in lost revenues and impairment of residual values of the Partnership's
equipment assets under a worst-case scenario.
EFG believes that its Year 2000 compliance plan will be effective in
resolving all material Year 2000 risks in a timely manner and that the Year 2000
Issue will not pose significant operational problems with respect to its
computer systems or result in a system failure or disruption of its or the
Partnership's business operations. However, EFG has no means of ensuring that
all customers, vendors and third-party servicers will conform ultimately to Year
2000 standards. The effect of this risk to the Partnership is not determinable.
3
<PAGE>
OVERVIEW
The Partnership was organized in 1990 as a direct-participation equipment
leasing program to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties. The value of the Partnership's equipment
portfolio decreases over time due to depreciation resulting from age and usage
of the equipment, as well as technological changes and other market factors. In
addition, the Partnership does not replace equipment as it is sold; therefore,
its aggregate investment value in equipment declines from asset disposals
occurring in the normal course of business. Presently, the Partnership is a
Nominal Defendant in a Class Action Lawsuit, the outcome of which could
significantly alter the nature of the Partnership's organization and its future
business operations. See Note 6 to the accompanying financial statements.
Pursuant to the Restated Agreement, as amended, the Partnership is scheduled to
be dissolved by December 31, 2001.
RESULTS OF OPERATIONS
For the year ended December 31, 1998, the Partnership recognized lease
revenue of $321,107 compared to $653,111 and $1,816,273 for the years ended
December 31, 1997 and 1996, respectively. The decrease in lease revenue from
1996 to 1998 resulted principally from lease term expirations and the sale of
equipment. Lease revenue in 1996 includes the receipt of $516,712 of lease
termination rents in connection with the sale of the Partnership's interest in
two Boeing 727-251 Advanced aircraft in July 1996 (see below). The Partnership
also earns interest income from temporary investments of rental receipts and
equipment sales proceeds in short-term instruments.
The Partnership's equipment portfolio includes certain assets in which the
Partnership holds a proportionate ownership interest. In such cases, the
remaining interests are owned by an affiliated equipment leasing program
sponsored by EFG. Proportionate equipment ownership enabled the Partnership to
further diversify its equipment portfolio at inception by participating in the
ownership of selected assets, thereby reducing the general levels of risk which
could have resulted from a concentration in any single equipment type, industry
or lessee. The Partnership and each affiliate individually report, in proportion
to their respective ownership interests, their respective shares of assets,
liabilities, revenues, and expenses associated with the equipment.
In 1998, the Partnership sold equipment having a net book value of $272,578
to existing lessees and third parties. These sales resulted in a net gain, for
financial statement purposes, of $672,899 compared to a net gain $389,295 in
1997 on equipment having a net book value of $709,387 and a net gain of $703,591
in 1996 on equipment having a net book value of $858,150. The 1996 equipment
sales included the sale of the Partnership's interest in two Boeing 727-251
Advanced aircraft with an original cost and net book value of $4,536,732 and
$740,021, respectively. In connection with this sale, the Partnership realized
sale proceeds of $1,195,994 which resulted in a net gain, for financial
statement purposes, of $455,973. This equipment was sold prior to the expiration
of the related lease term, resulting in the receipt by the Partnership of lease
termination rents, described above.
During July 1996, the Partnership transferred its ownership interest in
certain trailers to a third party for cash consideration of $60,170. The
trailers had a net book value of $22,808 at the time of the transfer, resulting
in a net gain, for financial statement purposes, of $37,362. In September 1996,
the Partnership replaced these trailers with comparable trailers and leased them
to a new lessee. The transaction was structured as a like-kind exchange for
income tax reporting purposes. The net carrying value of the new trailers,
$357,884, was net of $36,574, representing the proportionate amount of gain
deferred on the original trailers. The Partnership funded this transaction with
$58,901 of the cash consideration and long-term financing of $335,557. The
unused cash consideration of $1,269 was recognized as proceeds from equipment
sales. The associated deferred gain of $788 was recognized as Gain on Sale of
Equipment on the Statement of Operations in 1996.
It cannot be determined whether future sales of equipment will result in a
net gain or a net loss to the Partnership, as such transactions will be
dependent upon the condition and type of equipment being sold and its
marketability at the time of sale. In addition, the amount of gain or loss
reported for financial statement purposes is partly a function of the amount of
accumulated depreciation associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including EFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological
4
<PAGE>
advances, and many other events can converge to enhance or detract from asset
values at any given time. EFG attempts to monitor these changes in order to
identify opportunities which may be advantageous to the Partnership and which
will maximize total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenue generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Partnership classifies
such residual rental payments as lease revenue. Consequently, the amount of gain
or loss reported in the financial statements is not necessarily indicative of
the total residual value the Partnership achieved from leasing the equipment.
Depreciation expense was $115,523, $261,657 and $753,448 for the years
ended December 31, 1998, 1997 and 1996, respectively. For financial reporting
purposes, to the extent that an asset is held on primary lease term, the
Partnership depreciates the difference between (i) the cost of the asset and
(ii) the estimated residual value of the asset on a straight-line basis over
such term. For purposes of this policy, estimated residual values represent
estimates of equipment values at the date of primary lease expiration. To the
extent that an asset is held beyond its primary lease term, the Partnership
continues to depreciate the remaining net book value of the asset on a
straight-line basis over the asset's remaining economic life.
Interest expense was $18,835 or 2.9% of lease revenue in 1997 and $15,362
or less than 1% of lease revenue in 1996. Interest expense in both 1997 and 1996
resulted from financing obtained from a third-party lender in connection with
the like-kind exchange transaction which occurred during the third quarter of
1996, described above. The Partnership's notes payable were fully amortized
during the year ending December 31, 1997.
Management fees were 4.2%, 4.6% and 4.9% of lease revenue during the years
ended December 31, 1998, 1997 and 1996, respectively. Management fees during the
year ended December 31, 1996 included $4,617, resulting from an underaccrual in
1995. Management fees are based on 5% of gross lease revenue generated by
operating leases and 2% of gross lease revenue generated by full payout leases.
Operating expenses were $451,793, $142,702 and $102,919 for the years ended
December 31, 1998, 1997 and 1996, respectively. During the year ended December
31, 1998, the Partnership incurred or accrued approximately $296,700 for certain
legal and administrative expenses related to the Class Action Lawsuit described
in Note 6 to the financial statements. The increase in operating expenses from
1996 to 1997 resulted primarily from increases in administrative charges and
professional service fees. Operating expenses consist principally of
administrative charges, professional service costs, such as audit and other
legal fees, as well as printing, distribution and remarketing expenses. In
certain cases, equipment storage or repairs and maintenance costs may be
incurred in connection with equipment being remarketed.
LIQUIDITY AND CAPITAL RESOURCES AND DISCUSSION OF CASH FLOWS
The Partnership by its nature is a limited life entity. As an equipment
leasing program, the Partnership's principal operating activities derive from
asset rental transactions. Accordingly, the Partnership's principal source of
cash from operations is generally provided by the collection of periodic rents.
These cash inflows are used to pay management fees and operating costs and prior
to 1998, also were used to satisfy debt service obligations associated with
leveraged leases. Operating activities generated net cash inflows of $270,559,
$611,077 and $1,772,557 in 1998, 1997 and 1996, respectively. Future renewal,
re-lease and equipment sale activities will continue to cause a decline in the
Partnership's lease revenue and corresponding sources of operating cash.
Overall, expenses associated with rental activities, such as management fees,
and net cash flow from operating activities also will decline as the Partnership
experiences a higher frequency of remarketing events.
Cash realized from asset disposal transactions is reported under investing
activities on the accompanying Statement of Cash Flows. During 1998, the
Partnership realized $945,477 in equipment sale proceeds compared to $904,590
and $1,563,010 in 1997 and 1996, respectively. Future inflows of cash from asset
disposals will vary in timing and amount and will be influenced by many factors
including, but not limited to, the frequency and timing of lease expirations,
the type of equipment being sold, its condition and age, and future market
conditions.
5
<PAGE>
At December 31, 1998, the Partnership had aggregate future minimum lease
payments of $237,600 from contractual lease agreements (see Note 2 to the
financial statements). At the expiration of the individual primary and renewal
lease terms underlying the Partnership's future minimum lease payments, the
Partnership will sell the equipment or enter re-lease or renewal agreements when
considered advantageous by the General Partner and EFG. Such future remarketing
activities will result in the realization of additional cash inflows in the form
of equipment sale proceeds or rents from renewals and re-leases, the timing and
extent of which cannot be predicted with certainty. This is because the timing
and extent of remarketing events often is dependent upon the needs and interests
of the existing lessees. Some lessees may choose to renew their lease contracts,
while others may elect to return the equipment. In the latter instances, the
equipment could be re-leased to another lessee or sold to a third party.
Accordingly, as the terms of the currently existing contractual lease agreements
expire, the cash flows of the Partnership will become less predictable. In
addition, the Partnership will have cash needs to pay management fees and
operating expenses.
The Partnership obtained long-term financing in connection with certain
equipment leases. The repayments of principal related to such indebtedness are
reported as a component of financing activities. The Partnership's notes payable
were fully amortized during the year ended December 31, 1997.
There are no formal restrictions under the Restated Agreement, as amended,
that materially limit the Partnership's ability to pay cash distributions,
except that the General Partner may suspend or limit cash distributions to
ensure that the Partnership maintains sufficient working capital reserves to
cover, among other things, operating costs and potential expenditures, such as
refurbishment costs to remarket equipment upon lease expiration. Liquidity is
especially important as the Partnership matures and sells equipment, because the
remaining equipment base consists of fewer revenue-producing assets that are
available to cover prospective cash disbursements. Insufficient liquidity could
inhibit the Partnership's ability to sustain its operations or maximize the
realization of proceeds from remarketing its remaining assets.
In addition, the Partnership is a Nominal Defendant in a Class Action
Lawsuit described in Note 6 to the accompanying financial statements. A
preliminary settlement agreement will allow the Partnership to invest in new
equipment or other activities, subject to certain limitations, effective March
22, 1999. Until the Class Action Lawsuit is adjudicated, the General Partner
does not expect that the level of future quarterly cash distributions paid by
the Partnership will be increased above amounts paid in the fourth quarter of
1998. In addition, the proposed settlement, if effected, will materially change
the future organizational structure and business interests of the Partnership,
as well as its cash distribution policies. See Note 6 to the accompanying
financial statements.
Cash distributions to the General Partner and Recognized Owners are
declared and generally paid within fifteen days following the end of each
calendar quarter. The payment of such distributions is presented as a component
of financing activities. For the year ended December 31, 1998, the Partnership
declared total cash distributions of $227,476. In accordance with the Restated
Agreement, as amended, the Recognized Owners were allocated 95% of these
distributions, or $216,102, and the General Partner was allocated 5%, or
$11,374. The fourth quarter 1998 cash distribution was paid on January 15, 1999.
Cash distributions paid to the Recognized Owners consist of both a return
of and a return on capital. Cash distributions do not represent and are not
indicative of yield on investment. Actual yield on investment cannot be
determined with any certainty until conclusion of the Partnership and will be
dependent upon the collection of all future contracted rents, the generation of
renewal and/or re-lease rents, and the residual value realized for each asset at
its disposal date.
The Partnership's capital account balances for federal income tax and for
financial reporting purposes are different primarily due to differing treatments
of income and expense items for income tax purposes in comparison to financial
reporting purposes (generally referred to as permanent or timing differences;
see Note 5 to the financial statements). For instance, selling commissions and
organization and offering costs pertaining to syndication of the Partnership's
limited partnership units are not deductible for federal income tax purposes,
but are recorded as a reduction of partners' capital for financial reporting
purposes. Therefore, such differences are permanent differences between capital
accounts for financial reporting and federal income tax purposes. Other
differences between the bases of capital accounts for federal income tax and
financial reporting purposes occur due to timing differences. Such items consist
of the cumulative difference between income or loss for tax purposes and
financial statement income or loss and the difference between distributions
(declared vs. paid) for
6
<PAGE>
income tax and financial reporting purposes. The principal component of the
cumulative difference between financial statement income or loss and tax income
or loss results from different depreciation policies for book and tax purposes.
For financial reporting purposes, the General Partner has accumulated a
capital deficit at December 31, 1998. This is the result of aggregate cash
distributions to the General Partner being in excess of its capital contribution
of $1,000 and its allocation of financial statement net income or loss.
Ultimately, the existence of a capital deficit for the General Partner for
financial reporting purposes is not indicative of any further capital
obligations to the Partnership by the General Partner. The Amended and Restated
Agreement and Certificate of Limited Partnership requires that, upon the
dissolution of the Partnership, the General Partner will be required to
contribute to the partnership an amount equal to any negative balance which may
exist in the General Partner's tax capital account. At December 31, 1998, the
General Partner had a positive tax capital account balance.
The future liquidity of the Partnership will be influenced by, among other
factors, prospective market conditions, technological changes, the ability of
EFG to manage and remarket the assets, and many other events and circumstances,
that could enhance or detract from individual asset yields and the collective
performance of the Partnership's equipment portfolio. However, the outcome of
the Class Action Lawsuit described in Note 6 to the accompanying financial
statements will be the principal factor in determining the future of the
Partnership's operations.
7
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Partners of American Income Partners V-D Limited Partnership:
We have audited the accompanying statements of financial position of
American Income Partners V-D Limited Partnership, as of December 31, 1998 and
1997, and the related statements of operations, changes in partners' capital,
and cash flows for each of the three years in the period ended December 31,
1998. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of American Income Partners V-D
Limited Partnership at December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Additional Financial
Information identified in the Index to Annual Report to the Partners is
presented for purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
ERNST & YOUNG LLP
Boston, Massachusetts
March 10, 1999
8
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
------------------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 3,761,322 $ 2,772,762
Rents receivable 38,480 38,705
Accounts receivable - affiliate 25,840 36,232
Equipment at cost, net of accumulated
depreciation of $1,670,057 and $2,918,957
at December 31, 1998 and 1997, respectively 207,237 595,338
------------------- -------------------
Total assets $ 4,032,879 $ 3,443,037
------------------- -------------------
------------------- -------------------
LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities $ 258,500 $ 9,200
Accrued liabilities - affiliate 6,112 12,822
Deferred rental income -- 440
Cash distributions payable to partners 56,869 56,869
------------------- -------------------
Total liabilities 321,481 79,331
------------------- -------------------
Partners' capital (deficit):
General Partner (346,483) (363,867)
Limited Partnership Interests
(480,227 Units; initial purchase
price of $25 each) 4,057,881 3,727,573
------------------- -------------------
Total partners' capital 3,711,398 3,363,706
------------------- -------------------
Total liabilities and partners' capital $ 4,032,879 $ 3,443,037
------------------- -------------------
------------------- -------------------
</TABLE>
The accompanying notes are an integral part of
these financial statements
9
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
for the years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
------------------ ------------------ ------------------
<S> <C> <C> <C>
Income:
Lease revenue $ 321,107 $ 653,111 $ 1,816,273
Interest income 161,990 131,193 97,019
Gain on sale of equipment 672,899 389,295 704,379
------------------ ------------------ ------------------
Total income 1,155,996 1,173,599 2,617,671
------------------ ------------------ ------------------
Expenses:
Depreciation 115,523 261,657 753,448
Interest expense -- 18,835 15,362
Equipment management fees
- affiliate 13,512 30,066 89,296
Operating expenses - affiliate 451,793 142,702 102,919
------------------ ------------------ ------------------
Total expenses 580,828 453,260 961,025
------------------ ------------------ ------------------
Net income $ 575,168 $ 720,339 $ 1,656,646
------------------ ------------------ ------------------
------------------ ------------------ ------------------
Net income
per limited partnership unit $ 1.14 $ 1.42 $ 3.28
------------------ ------------------ ------------------
------------------ ------------------ ------------------
Cash distributions declared
per limited partnership unit $ 0.45 $ 0.56 $ 4.52
------------------ ------------------ ------------------
------------------ ------------------ ------------------
</TABLE>
The accompanying notes are an integral part of
these financial statements
10
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
for the years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
GENERAL RECOGNIZED OWNERS
PARTNER ----------------------------------
AMOUNT UNITS AMOUNT TOTAL
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1995 $ (354,256) 480,227 $ 3,910,190 $ 3,555,934
Net income - 1996 82,832 -- 1,573,814 1,656,646
Cash distributions declared (114,243) -- (2,170,626) (2,284,869)
-------------- -------------- -------------- -------------
Balance at December 31, 1996 (385,667) 480,227 3,313,378 2,927,711
Net income - 1997 36,017 -- 684,322 720,339
Cash distributions declared (14,217) -- (270,127) (284,344)
-------------- -------------- -------------- -------------
Balance at December 31, 1997 (363,867) 480,227 3,727,573 3,363,706
Net income - 1998 28,758 -- 546,410 575,168
Cash distributions declared (11,374) -- (216,102) (227,476)
-------------- -------------- -------------- -------------
Balance at December 31, 1998 $ (346,483) 480,227 $ 4,057,881 $ 3,711,398
-------------- -------------- -------------- -------------
-------------- -------------- -------------- -------------
</TABLE>
The accompanying notes are an integral part of
these financial statements
11
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
for the years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
---------------- ---------------- ----------------
<S> <C> <C> <C>
Cash flows from (used in) operating activities:
Net income $ 575,168 $ 720,339 $ 1,656,646
Adjustments to reconcile net income
to net cash from operating activities:
Depreciation 115,523 261,657 753,448
Gain on sale of equipment (672,899) (389,295) (704,379)
Changes in assets and liabilities:
Decrease (increase) in:
Rents receivable 225 (22,846) 34,015
Accounts receivable - affiliate 10,392 65,066 29,379
Increase (decrease) in:
Accrued interest -- (1,336) (693)
Accrued liabilities 249,300 (14,045) 3,245
Accrued liabilities - affiliate (6,710) (8,015) 9,164
Deferred rental income (440) (448) (8,268)
---------------- ---------------- ----------------
Net cash from operating activities 270,559 611,077 1,772,557
---------------- ---------------- ----------------
Cash flows from investing activities:
Proceeds from equipment sales 945,477 904,590 1,563,010
---------------- ---------------- ----------------
Net cash from investing activities 945,477 904,590 1,563,010
---------------- ---------------- ----------------
Cash flows used in financing activities:
Principal payments - notes payable -- (307,479) (114,880)
Distributions paid (227,476) (303,300) (2,461,795)
---------------- ---------------- ----------------
Net cash used in financing activities (227,476) (610,779) (2,576,675)
---------------- ---------------- ----------------
Net increase in cash and cash equivalents 988,560 904,888 758,892
Cash and cash equivalents at beginning of year 2,772,762 1,867,874 1,108,982
---------------- ---------------- ----------------
Cash and cash equivalents at end of year $ 3,761,322 $ 2,772,762 $ 1,867,874
---------------- ---------------- ----------------
---------------- ---------------- ----------------
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ -- $ 20,171 $ 16,055
---------------- ---------------- ----------------
---------------- ---------------- ----------------
</TABLE>
Supplemental disclosure of non-cash investing and financing activity:
At December 31, 1996, cash received of $194,092, representing an
equipment purchase option, was classified as deferred rental income on the
Statement of Financial Position. During the year ended December 31, 1997,
the Partnership sold the equipment and such funds were recognized as sales
proceeds.
See also Note 3 to the financial statements for 1996 non-cash activities.
The accompanying notes are an integral part of
these financial statements
12
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
December 31, 1998
NOTE 1 - ORGANIZATION AND PARTNERSHIP MATTERS
American Income Partners V-D Limited Partnership (the "Partnership") was
organized as a limited partnership under the Massachusetts Uniform Limited
Partnership Act (the "Uniform Act") on May 21, 1990 for the purpose of acquiring
and leasing to third parties a diversified portfolio of capital equipment.
Partners' capital initially consisted of contributions of $1,000 from the
General Partner (AFG Leasing IV Incorporated) and $100 from the Initial Limited
Partner (AFG Assignor Corporation). On September 27, 1990, the Partnership
issued 480,227 units, representing assignments of limited partnership interests
(the "Units"), to 806 investors. Unitholders and Limited Partners (other than
the Initial Limited Partner) are collectively referred to as Recognized Owners.
The Partnership has one General Partner, AFG Leasing IV Incorporated, a
Massachusetts corporation and an affiliate of Equis Financial Group Limited
Partnership (formerly known as American Finance Group) a Massachusetts limited
partnership ("EFG"). The common stock of the General Partner is owned by AF/AIP
Programs Limited Partnership, of which AFG and a wholly-owned subsidiary are the
99% limited partners and AFG Programs, Inc., which is wholly-owned by Geoffrey
A. MacDonald, is the 1% General Partner. The General Partner is not required to
make any other capital contributions except as may be required under the Uniform
Act and Section 6.1(b) of the Amended and Restated Agreement and Certificate of
Limited Partnership (the "Restated Agreement, as amended").
Significant operations commenced September 28, 1990 when the Partnership
made its initial equipment purchase. Pursuant to the Restated Agreement, as
amended, Distributable Cash From Operations and Distributable Cash From Sales or
Refinancings will be allocated 95% to the Recognized Owners and 5% to the
General Partner.
Under the terms of a management agreement between the Partnership and
AF/AIP Programs Limited Partnership and the terms of an identical management
agreement between AF/AIP Programs Limited Partnership and EFG (collectively, the
"Management Agreement"), management services are provided by EFG to the
Partnership at fees which the General Partner believes to be competitive for
similar services (see Note 4).
EFG is a Massachusetts limited partnership formerly known as American
Finance Group ("AFG"). AFG was established in 1988 as a Massachusetts general
partnership and succeeded American Finance Group, Inc., a Massachusetts
corporation organized in 1980. EFG and its subsidiaries (collectively, the
"Company") are engaged in various aspects of the equipment leasing business,
including EFG's role as Manager or Advisor to the Partnership and several other
direct-participation equipment leasing programs sponsored or co-sponsored by EFG
(the "Other Investment Programs"). The Company arranges to broker or originate
equipment leases, acts as remarketing agent and asset manager, and provides
leasing support services, such as billing, collecting, and asset tracking.
The general partner of EFG, with a 1% controlling interest, is Equis
Corporation, a Massachusetts corporation owned and controlled entirely by Gary
D. Engle, its President, Chief Executive Officer and sole Director. Equis
Corporation also owns a controlling 1% general partner interest in EFG's 99%
limited partner, GDE Acquisition Limited Partnership ("GDE LP"). Equis
Corporation and GDE LP were established in December 1994 by Mr. Engle for the
sole purpose of acquiring the business of AFG.
In January 1996, the Company sold certain assets of AFG relating primarily
to the business of originating new leases, and the name "American Finance
Group", and its acronym, to a third party. AFG changed its name to Equis
Financial Group Limited Partnership after the sale was concluded. Pursuant to
terms of the sale agreements, EFG specifically reserved the rights to continue
using the name American Finance Group and its acronym in connection with the
Partnership and the Other Investment Programs and to continue managing all
assets owned by the Partnership and the Other Investment Programs.
13
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
STATEMENT OF CASH FLOWS
The Partnership considers liquid investment instruments purchased with a
maturity of three months or less to be cash equivalents. From time to time, the
Partnership invests excess cash with large institutional banks in federal agency
discount notes and reverse repurchase agreements with overnight maturities.
Under the terms of the agreements, title to the underlying securities passes to
the Partnership. The securities underlying the agreements are book entry
securities. At December 31, 1998, the Partnership had $3,650,250 invested in
federal agency discount notes and in reverse repurchase agreements secured by
U.S. Treasury Bills or interests in U.S. Government securities.
REVENUE RECOGNITION
Rents are payable to the Partnership monthly or quarterly and no
significant amounts are calculated on factors other than the passage of time.
The leases are accounted for as operating leases and are noncancellable. Rents
received prior to their due dates are deferred. Future minimum rents of $237,600
are due as follows:
<TABLE>
<S> <C> <C>
For the year ending December 31, 1999 $ 103,808
2000 87,728
2001 46,064
----------
Total $ 237,600
----------
----------
</TABLE>
Revenue from major individual lessees which accounted for 10% or more of
lease revenue during the years ended December 31, 1998, 1997 and 1996 is as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------------ ------------------ ------------------
<S> <C> <C> <C>
Awin Leasing Company, Inc. $ 84,778 $ 84,778 $ --
Tenneco Packaging Company $ 39,359 $ -- $ --
Ford Motor Company $ 37,600 $ 90,897 $ --
Mobil Oil Corporation $ 34,425 $ -- $ --
Transnet Limited $ -- $ 161,114 $ --
Northwest Airlines, Inc. $ -- $ -- $ 936,905
Consolidated Rail Corporation $ -- $ -- $ 218,922
</TABLE>
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
EQUIPMENT ON LEASE
All equipment was acquired from EFG, one of its Affiliates or from
third-party sellers. Equipment Cost means the actual cost paid by the
Partnership to acquire the equipment, including acquisition fees. Where
equipment was acquired from EFG or an Affiliate, Equipment Cost reflects the
actual price paid for the equipment by EFG or the Affiliate plus all actual
costs incurred by EFG or the Affiliate while carrying the equipment, including
all liens
14
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
and encumbrances, less the amount of all primary term rents earned by EFG or the
Affiliate prior to selling the equipment. Where the seller of the equipment was
a third party, Equipment Cost reflects the seller's invoice price.
DEPRECIATION
The Partnership's depreciation policy is intended to allocate the cost of
equipment over the period during which it produces economic benefit. The
principal period of economic benefit is considered to correspond to each asset's
primary lease term, which term generally represents the period of greatest
revenue potential for each asset. Accordingly, to the extent that an asset is
held on primary lease term, the Partnership depreciates the difference between
(i) the cost of the asset and (ii) the estimated residual value of the asset on
a straight-line basis over such term. For purposes of this policy, estimated
residual values represent estimates of equipment values at the date of primary
lease expiration. To the extent that an asset is held beyond its primary lease
term, the Partnership continues to depreciate the remaining net book value of
the asset on a straight-line basis over the asset's remaining economic life.
Periodically, the General Partner evaluates the net carrying value of equipment
to determine whether it exceeds estimated net realizable value. Adjustments to
reduce the net carrying value of equipment are recorded in those instances where
estimated net realizable value is considered to be less than net carrying value.
To the extent that such adjustments have been recorded, they are reflected
separately on the accompanying Statement of Operations as Write-Down of
Equipment.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including EFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time.
ACCRUED LIABILITIES - AFFILIATE
Unpaid operating expenses paid by EFG on behalf of the Partnership and
accrued but unpaid administrative charges and management fees are reported as
Accrued Liabilities - Affiliate (see Note 4).
ALLOCATION OF PROFITS AND LOSSES
For financial statement purposes, net income or loss is allocated to each
Partner according to their respective ownership percentages (95% to the
Recognized Owners and 5% to the General Partner). See Note 5 concerning
allocation of income or loss for income tax purposes.
NET INCOME AND CASH DISTRIBUTIONS PER UNIT
Net income and cash distributions per Unit are based on 480,227 Units
outstanding during each of the three years in the period ended December 31, 1998
and computed after allocation of the General Partner's 5% share of net income
and cash distributions.
PROVISION FOR INCOME TAXES
No provision or benefit from income taxes is included in the accompanying
financial statements. The Partners are responsible for reporting their
proportionate shares of the Partnership's taxable income or loss and other tax
attributes on their tax returns.
15
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
NOTE 3 - EQUIPMENT
The following is a summary of equipment owned by the Partnership at
December 31, 1998. Remaining Lease Term (Months), as used below, represents the
number of months remaining from December 31, 1998 under contracted lease terms
and is presented as a range when more than one lease agreement is contained in
the stated equipment category. A Remaining Lease Term equal to zero reflects
equipment either held for sale or re-lease or being leased on a month-to-month
basis. In the opinion of EFG, the acquisition cost of the equipment did not
exceed its fair market value.
<TABLE>
<CAPTION>
Remaining
Lease Term Equipment
Equipment Type (Months) At Cost Location
- ------------------------------- ------------- ----------------- --------------------------
<S> <C> <C>
Materials handling 0-20 $ 807,258 CA/IL/MI/MN/NE/NY/OH/WA/WI
Trailers/intermodal containers 30-31 357,885 GA
Communications 0 229,633 CA/FL/GA/LA/MS/OK/SC/TN/TX/UT
Construction and mining 1 151,097 AL/GA/IL
Research and test 0 105,805 CA
Manufacturing 2 95,460 NJ
Motor vehicles 2 64,367 NJ
Tractors and heavy duty trucks 2 46,921 NJ
Computer and peripherals 0 18,868 OK/TX/UT/WY
-----------------
Total equipment cost 1,877,294
Accumulated depreciation (1,670,057)
-----------------
Equipment, net of accumulated depreciation $ 207,237
-----------------
-----------------
</TABLE>
During July 1996, the Partnership transferred its ownership interest in
certain trailers to a third party for cash consideration of $60,170. The
trailers had a net book value of $22,808 at the time of the transfer, which
resulted in a net gain, for financial statement purposes, of $37,362. In
September 1996, the Partnership replaced these trailers with comparable trailers
and leased such to a new lessee. The transaction was structured as a like-kind
exchange for income tax reporting purposes. The net carrying value of the new
trailers, $357,884, was net of $36,574, representing the proportionate amount of
gain deferred on the original trailers. The Partnership funded this transaction
with $58,901 of the cash consideration and long-term financing of $335,557. The
unused cash consideration of $1,269 was recognized as proceeds from equipment
sales. The associated deferred gain of $788 was recognized as Gain on Sale of
Equipment in 1996.
In certain cases, the cost of the Partnership's equipment represents a
proportionate ownership interest. The remaining interests are owned by EFG or an
affiliated equipment leasing program sponsored by EFG. The Partnership and each
affiliate individually report, in proportion to their respective ownership
interests, their respective shares of assets, liabilities, revenues, and
expenses associated with the equipment. Proportionate equipment ownership
enabled the Partnership to further diversify its equipment portfolio at
inception by participating in the ownership of selected assets, thereby reducing
the general levels of risk which could have resulted from a concentration in any
single equipment type, industry or lessee. At December 31, 1998, the
Partnership's equipment portfolio included equipment having a proportionate
original cost of $171,719, representing approximately 9% of total equipment
cost.
16
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
Generally, the costs associated with maintaining, insuring and operating the
Partnership's equipment are incurred by the respective lessees pursuant to terms
specified in their individual lease agreements with the Partnership .As
equipment is sold to third parties, or otherwise disposed of, the Partnership
recognizes a gain or loss equal to the difference between the net book value of
the equipment at the time of sale or disposition and the proceeds realized upon
sale or disposition. The ultimate realization of estimated residual value in the
equipment is dependent upon, among other things, EFG's ability to maximize
proceeds from selling or re-leasing the equipment upon the expiration of the
primary lease terms. The summary above includes fully depreciated equipment held
for sale or re-lease with an original cost of approximately $17,700 at December
31, 1998. The General Partner is actively seeking the sale or re-lease of all
equipment not on lease. In addition, the summary above also includes equipment
being leased on a month-to-month basis.
NOTE 4 - RELATED PARTY TRANSACTIONS
All operating expenses incurred by the Partnership are paid by EFG on
behalf of the Partnership and EFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during the years ended December 31,
1998, 1997 and 1996, which were paid or accrued by the Partnership to EFG or its
Affiliates, are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------------ ------------------ ------------------
<S> <C> <C> <C>
Equipment management fees $ 13,512 $ 30,066 $ 89,296
Administrative charges 61,764 58,303 37,037
Reimbursable operating expenses
due to third parties 390,029 84,399 65,882
------------------ ------------------ ------------------
Total $ 465,305 $ 172,768 $ 192,215
------------------ ------------------ ------------------
------------------ ------------------ ------------------
</TABLE>
As provided under the terms of the Management Agreement, EFG is compensated
for its services to the Partnership. Such services include acquisition and
management of equipment. For acquisition services, EFG is compensated by an
amount equal to 2.23% of Equipment Base Price paid by the Partnership. For
management services, EFG is compensated by an amount equal to 5% of gross
operating lease rental revenue and 2% of gross full payout lease rental revenue
received by the Partnership. Both acquisition and management fees are subject to
certain limitations defined in the Management Agreement.
Administrative charges represent amounts owed to EFG, pursuant to Section
10.4 of the Restated Agreement, as amended, for persons employed by EFG who are
engaged in providing administrative services to the Partnership. Reimbursable
operating expenses due to third parties represent costs paid by EFG on behalf of
the Partnership which are reimbursed to EFG at actual cost.
All equipment was acquired from EFG, one of its affiliates, including other
equipment leasing programs sponsored by EFG, or from third-party sellers. The
Partnership's Purchase Price was determined by the method described in Note 2
Equipment on Lease.
All rents and proceeds from the sale of equipment are paid directly to
either EFG or to a lender. EFG temporarily deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Partnership.
At December 31, 1998, the Partnership was owed $25,840 by EFG for such funds and
the interest thereon. These funds were remitted to the Partnership in January
1999.
17
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
Certain affiliates of the General Partner own Units in the Partnership as
follows:
<TABLE>
<CAPTION>
---------------------------------------------- -------------------------- -----------------------
Number of Percent of Total
Affiliate Units Owned Outstanding Units
---------------------------------------------- -------------------------- -----------------------
<S> <C> <C>
Atlantic Acquisition Limited Partnership 20,888 4.35%
---------------------------------------------- -------------------------- -----------------------
Old North Capital Limited Partnership 1,000 0.21%
---------------------------------------------- -------------------------- -----------------------
</TABLE>
Atlantic Acquisition Limited Partnership ("AALP") and Old North Capital
Limited Partnership ("ONC") are both Massachusetts limited partnerships formed
in 1995 and affiliates of EFG. The general partners of AALP and ONC are
controlled by Gary D. Engle. In addition, the limited partnership interests
of ONC are owned by Semele Group, Inc. ("Semele"). Gary D. Engle is Chairman
and CEO of Semele.
NOTE 5 - INCOME TAXES
The Partnership is not a taxable entity for federal income tax purposes.
Accordingly, no provision for income taxes has been recorded in the accounts of
the Partnership.
For financial statement purposes, the Partnership allocates net income or
loss to each class of partner according to their respective ownership
percentages (95% to the Recognized Owners and 5% to the General Partner). This
convention differs from the income or loss allocation requirements for income
tax and Dissolution Event purposes as delineated in the Restated Agreement, as
amended. For income tax purposes, the Partnership allocates net income or net
loss in accordance with the provisions of such agreement. The Restated
Agreement, as amended, requires that upon dissolution of the Partnership, the
General Partner will be required to contribute to the Partnership an amount
equal to any negative balance which may exist in the General Partner's tax
capital account. At December 31, 1998, the General Partner had a positive tax
capital account balance.
The following is a reconciliation between net income reported for financial
statement and federal income tax reporting purposes for the years ended December
31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
1998 1997 1996
------------------ ------------------ ------------------
<S> <C> <C> <C>
Net income $ 575,168 $ 720,339 $ 1,656,646
Financial statement depreciation
in excess of (less than) tax depreciation 42,853 (24,133) 137,148
Deferred rental income (440) (194,540) (8,268)
Other 201,840 639,021 (881,535)
------------------ ------------------ ------------------
Net income for federal income tax
reporting purposes $ 819,421 $ 1,140,687 $ 903,991
------------------ ------------------ ------------------
------------------ ------------------ ------------------
</TABLE>
The principal component of "Other" consists of the differences between the
tax gain or loss on equipment disposals and the financial statement gain or loss
on disposals.
18
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
The following is a reconciliation between partners' capital reported for
financial statement and federal income tax reporting purposes for the years
ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
------------------ ------------------
<S> <C> <C>
Partners' capital $ 3,711,398 $ 3,363,706
Add back selling commissions and organization
and offering costs 1,345,638 1,345,638
Financial statement distributions in excess of
tax distributions 2,843 2,843
Cumulative difference between federal income tax
and financial statement income (loss) (159,002) (403,255)
------------------ ------------------
Partners' capital for federal income tax reporting purposes $ 4,900,877 $ 4,308,932
------------------ ------------------
------------------ ------------------
</TABLE>
Financial statement distributions in excess of tax distributions and
cumulative difference between federal income tax and financial statement income
(loss) represent timing differences.
NOTE 6 - LEGAL PROCEEDINGS
In January 1998, certain plaintiffs (the "Plaintiffs") filed a class and
derivative action, captioned LEONARD ROSENBLUM, ET AL. V. EQUIS FINANCIAL GROUP
LIMITED PARTNERSHIP, ET AL., in the United States District Court for the
Southern District of Florida (the "Court") on behalf of a proposed class of
investors in 28 equipment leasing programs sponsored by EFG, including the
Partnership (collectively, the "Nominal Defendants"), against EFG and a number
of its affiliates, including the General Partner, as defendants (collectively,
the "Defendants"). Certain of the Plaintiffs, on or about June 24, 1997, had
filed an earlier derivative action, captioned LEONARD ROSENBLUM, ET AL. V. EQUIS
FINANCIAL GROUP LIMITED PARTNERSHIP, ET AL., in the Superior Court of the
Commonwealth of Massachusetts on behalf of the Nominal Defendants against the
Defendants. Both actions are referred to herein collectively as the "Class
Action Lawsuit."
The Plaintiffs have asserted, among other things, claims against the
Defendants on behalf of the Nominal Defendants for violations of the Securities
Exchange Act of 1934, common law fraud, breach of contract, breach of fiduciary
duty, and violations of the partnership or trust agreements that govern each of
the Nominal Defendants. The Defendants have denied, and continue to deny, that
any of them have committed or threatened to commit any violations of law or
breached any fiduciary duties to the Plaintiffs or the Nominal Defendants.
On July 16, 1998, counsel for the Defendants and the Plaintiffs executed a
Stipulation of Settlement setting forth terms pursuant to which a settlement of
the Class Action Lawsuit is intended to be achieved and which, among other
things, is expected to reduce the burdens and expenses attendant to continuing
litigation. The Stipulation of Settlement was based upon and superseded a
Memorandum of Understanding between the parties dated March 9, 1998 which
outlined the terms of a possible settlement. The Stipulation of Settlement was
filed with the Court on July 23, 1998 and was preliminarily approved by the
Court on August 20, 1998 when the Court issued its "Order Preliminarily
Approving Settlement, Conditionally Certifying Settlement Class and Providing
for Notice of, and Hearing on, the Proposed Settlement" (the "August 20 Order").
Prior to issuing a final order, the
19
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
Court will hold a fairness hearing that will be open to all interested parties
and permit any party to object to the settlement. The investors of the
Partnership and all other plaintiff class members in the Class Action Lawsuit
will receive a Notice of Settlement and other information pertinent to the
settlement of their claims that will be mailed to them in advance of the
fairness hearing. Since first executing the Stipulation of Settlement, the Court
has scheduled two fairness hearings, the first on December 11, 1998 and the
second on March 19, 1999, each of which was postponed because of delays in
finalizing certain information materials that are subject to regulatory review
prior to being distributed to investors.
On March 15, 1999, counsel for the Plaintiffs and the Defendants entered
into an amended stipulation of settlement (the "Amended Stipulation") which was
filed with the Court on March 15, 1999. The Amended Stipulation was
preliminarily approved by the Court by its "Modified Order Preliminarily
Approving Settlement, Conditionally Certifying Settlement Class and Providing
For Notice of, and Hearing On, the Proposed Settlement" dated March 22, 1999
(the "March 22 Order"). The Amended Stipulation, among other things, divides the
Class Action Lawsuit into two separate sub-classes that can be settled
individually. This revision is expected to expedite the settlement of one
sub-class by the middle of 1999. However, the second sub-class, involving the
Partnership and 10 affiliated partnerships (collectively referred to as the
"Exchange Partnerships"), is expected to remain pending for a longer period due,
in part, to the complexity of the proposed settlement pertaining to this class.
Specifically, the settlement of the second sub-class is premised on the
consolidation of the Exchange Partnerships' net assets (the "Consolidation"),
subject to certain conditions, into a single successor company ("Newco"). Under
the proposed Consolidation, the partners of the Exchange Partnerships would
receive both common stock in Newco and a cash distribution; and thereupon the
Exchange Partnerships would be dissolved. In addition, EFG would contribute
certain management contracts, operations personnel, and business opportunities
to Newco and cancel its current management contracts with all of the Exchange
Partnerships. Newco would operate as a finance company specializing in the
acquisition, financing and servicing of equipment leases for its own account and
for the account of others on a contract basis. Newco also would use its best
efforts to list its shares on the Nasdaq National Market or another national
exchange or market as soon after the Consolidation as Newco deems that market
conditions and its business operations are suitable for listing its shares and
Newco has satisfied all necessary regulatory and listing requirements. The
potential benefits and risks of the Consolidation will be presented in a
Solicitation Statement that will be mailed to all of the partners of the
Exchange Partnerships as soon as the associated regulatory review process is
completed and at least 60 days prior to the fairness hearing. A preliminary
Solicitation Statement was filed with the Securities and Exchange Commission on
August 24, 1998 and remains pending. Class members will be notified of the
actual fairness hearing date when it is confirmed.
One of the principal objectives of the Consolidation is to create a company
that would have the potential to generate more value for the benefit of existing
limited partners than other alternatives, including continuing the Partnership's
customary business operations until all of its assets are disposed in the
ordinary course of business. To facilitate the realization of this objective,
the Amended Stipulation provides, among other things, that commencing March 22,
1999, the Exchange Partnerships may collectively invest up to 40% of the total
aggregate net asset values of all of the Exchange Partnerships in any
investment, including additional equipment and other business activities that
the general partners of the Exchange Partnerships and EFG reasonably believe to
be consistent with the anticipated business interests and objectives of Newco,
subject to certain limitations, including that the Exchange Partnerships retain
sufficient cash balances to pay their respective shares of the cash distribution
referenced above in connection with the proposed Consolidation.
In the absence of the Court's authorization to enter into such activities,
the Partnership's Restated Agreement, as amended, would not permit new
investment activities without the approval of limited partners owning a majority
of the Partnership's outstanding Units. Accordingly, to the extent that the
Partnership invests in new equipment, the Manager (being EFG) will (i) defer,
until the earlier of the effective date of the Consolidation or December 31,
20
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
1999, any acquisition fees resulting therefrom and (ii) limit its management
fees on all such assets to 2% of rental income. In the event that the
Consolidation is consummated, all such acquisition and management fees will be
paid to Newco. To the extent that the Partnership invests in other business
activities not consisting of equipment acquisitions, the Manager will forego any
acquisition fees and management fees related to such investments. In the event
that the Partnership has acquired new investments, but the Partnership does not
participate in the Consolidation, Newco will acquire such new investments for an
amount equal to the Partnership's net equity investment plus an annualized
return thereon of 7.5%. Finally, in the event that the Partnership has acquired
new investments and the Consolidation is not effected, the General Partner will
use its best efforts to divest all such new investments in an orderly and timely
fashion and the Manager will cancel or return to the Partnership any acquisition
or management fees resulting from such new investments.
The Amended Stipulation and previous Stipulation of Settlement prescribe
certain conditions necessary to effecting final settlements, including providing
the partners of the Exchange Partnerships with the opportunity to object to the
participation of their partnership in the Consolidation. Assuming the proposed
settlement is effected according to present terms, the Partnership's share of
legal fees and expenses related to the Class Action Lawsuit is estimated to be
approximately $81,700, all of which was accrued and expensed by the Partnership
in 1998. In addition, the Partnership's share of fees and expenses related to
the proposed Consolidation is estimated to be approximately $215,000, all of
which was accrued and expensed by the Partnership in 1998.
While the Court's August 20 Order enjoined certain class members, including
all of the partners of the Partnership, from transferring, selling, assigning,
giving, pledging, hypothecating, or otherwise disposing of any Units pending the
Court's final determination of whether the settlement should be approved, the
March 22 Order permits the partners to transfer Units to family members or as a
result of the divorce, disability or death of the partner. No other transfers
are permitted pending the Court's final determination of whether the settlement
should be approved. The provision of the August 20 Order which enjoined the
General Partners of the Exchange Partnerships from, among other things,
recording any transfers not in accordance with the Court's order remains
effective.
There can be no assurance that settlement of either sub-class of the Class
Action Lawsuit will receive final Court approval and be effected. There also can
be no assurance that all or any of the Exchange Partnerships will participate in
the Consolidation because if limited partners owning more than one-third of the
outstanding Units of a partnership object to the Consolidation, then that
partnership will be excluded from the Consolidation. The General Partner and its
affiliates, in consultation with counsel, concur that there is a reasonable
basis to believe that final settlements of each sub-class will be achieved.
However, in the absence of final settlements approved by the Court, the
Defendants intend to defend vigorously against the claims asserted in the Class
Action Lawsuit. Neither the General Partner nor its affiliates can predict with
any degree of certainty the cost of continuing litigation to the Partnership or
the ultimate outcome.
21
<PAGE>
ADDITIONAL FINANCIAL INFORMATION
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
SCHEDULE OF EXCESS (DEFICIENCY) OF TOTAL CASH GENERATED TO COST
OF EQUIPMENT DISPOSED
for the years ended December 31, 1998, 1997 and 1996
The Partnership classifies all rents from leasing equipment as lease
revenue. Upon expiration of the primary lease terms, equipment may be sold,
rented on a month-to-month basis or re-leased for a defined period under a new
or extended lease agreement. The proceeds generated from selling or re-leasing
the equipment, in addition to any month-to-month revenue, represent the total
residual value realized for each item of equipment. Therefore, the financial
statement gain or loss, which reflects the difference between the net book value
of the equipment at the time of sale or disposition and the proceeds realized
upon sale or disposition, may not reflect the aggregate residual proceeds
realized by the Partnership for such equipment.
The following is a summary of cash excess associated with equipment
dispositions occurring in the years ended December 31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
1998 1997 1996
------------------ ------------------ ------------------
<S> <C> <C> <C>
Rents earned prior to disposal of
equipment, net of interest charges $ 1,898,154 $ 2,680,821 $ 6,375,173
Sale proceeds realized upon disposition
of equipment 945,477 1,098,682 1,563,010
------------------ ------------------ ------------------
Total cash generated from rents
and equipment sale proceeds 2,843,631 3,779,503 7,938,183
Original acquisition cost of equipment
disposed 1,637,002 2,813,225 6,821,144
------------------ ------------------ ------------------
Excess of total cash generated
to cost of equipment disposed $ 1,206,629 $ 966,278 $ 1,117,039
------------------ ------------------ ------------------
------------------ ------------------ ------------------
</TABLE>
22
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
STATEMENT OF CASH AND DISTRIBUTABLE CASH FROM OPERATIONS,
SALES AND REFINANCINGS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
Sales and
Operations Refinancings Total
------------------ ------------------ ------------------
<S> <C> <C> <C>
Net income (loss) $ (97,731) $ 672,899 $ 575,168
Add:
Depreciation 115,523 -- 115,523
Management fees 13,512 -- 13,512
Book value of disposed equipment -- 272,578 272,578
------------------ ------------------ ------------------
Cash from operations, sales and
refinancings 31,304 945,477 976,781
Less:
Management fees (13,512) -- (13,512)
------------------ ------------------ ------------------
Distributable cash from operations,
sales and refinancings 17,792 945,477 963,269
Other sources and uses of cash:
Cash at beginning of year 2,772,762 -- 2,772,762
Net change in receivables and
accruals 252,767 -- 252,767
Less:
Cash distributions paid -- (227,476) (227,476)
------------------ ------------------ ------------------
Cash at end of year $ 3,043,321 $ 718,001 $ 3,761,322
------------------ ------------------ ------------------
------------------ ------------------ ------------------
</TABLE>
23
<PAGE>
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
SCHEDULE OF COSTS REIMBURSED TO THE
GENERAL PARTNER AND ITS AFFILIATES AS REQUIRED
BY SECTION 10.4 OF THE AMENDED AND RESTATED
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
December 31, 1998
For the year ended December 31, 1998, the Partnership reimbursed the
General Partner and its Affiliates for the following costs:
<TABLE>
<S> <C>
Operating expenses $ 208,936
</TABLE>
24
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form
10-K) of American Income Partners V-D Limited Partnership, of our report dated
March 10, 1999, included in the 1998 Annual Report to the Partners of American
Income Partners V-D Limited Partnership.
ERNST & YOUNG LLP
Boston, Massachusetts
March 10, 1999
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-22
This RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE, dated as of June 28,
1990, between American Finance Group, a Massachusetts general partnership and
successor in interest to American Finance Group, Inc. ("Lessor"), a
Massachusetts corporation and Packaging Corporation of America ("Lessee")
incorporates by reference the terms and conditions of Master Lease Agreement No.
8707ILG313 (the "Master Lease"). Lessor hereby leases to Lessee and Lessee
hereby leases from Lessor the following described items of Equipment for the
Lease Term and at the Basic Rent payable on the Payment Dates hereinafter set
forth, on the terms and conditions set forth in the Master Lease.
1. EQUIPMENT
Description
(Manufacturer,
Item Type, Model and Equipment Acceptance
No. Serial Number) Cost Location Date
- ---- --------------- --------- -------- ----------
VARIOUS FORKLIFTS AND EQUIPMENT AS MORE FULLY DESCRIBED
ON THE ATTACHED SCHEDULE A AND VENDOR INVOICES See Schedule A
GRAND TOTAL EQUIPMENT COST: $9,650.00
---------
BILL TO: Packaging Corporation of America
7900 Main Street
Fridley, MN 55432
2. LEASE TERM
The Lease Term Is for an Interim Term commencing on the date of acceptance
of the Equipment for lease, as set in the attached Schedule A, and continuing
through and including June 30, 1990 and for a Primary Term of 36 months,
commencing on July 1, 1990 and continuing through and including the Expiration
Date of June 30, 1993.
3. BASIC RENT. PAYMENT DATES.
Interim Term Basic Rent is due and payable in full on the first day of the
Primary Term. Basic Rent for the Primary Term is due and payable in 36 payments
of $241.25 each commencing on July 1, 1990 and continuing monthly in advance
thereafter, through and including June 1, 1993.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-22
PAGE TWO
Interim Term Basic Rent Is computed by multiplying the Total Equipment
Cost by the Per Diem Lease Rate set forth below and multiplying the product by
the number of days in the Interim Term. Primary Term Basic Rent is computed by
multiplying the Total Equipment Cost by the Periodic Lease Rate set forth below.
Per Diem Lease Rate: .000833
Periodic Lease Rate: .025000
4. SPECIAL MAINTENANCE AND RETURN CONDITIONS. In furtherance, and not in
limitation of, the use, maintenance and return conditions for the Equipment set
forth in Sections 4 and 9 of the Master Lease, Lessee hereby agrees to return
the Equipment to Lessor in accordance with all of the terms and conditions of
the Master Lease and in compliance with the following special return conditions:
1. When loaded to its rated capacity, each Unit shall:
(a) Start under its own power and idle without water or fuel
leaks.
(b) Move through its normal speed ranges in both forward and
reverse, in normal operating manner.
(c) Steer normally right and left in both forward and reverse.
(d) Be able to stop with its service brakes within a safe
distance, in both forward and reverse.
(e) Lift, lower, and tilt normally with and without a load a
minimum of three (3) times. Carriage, lift chains and channel
assembly shall be in working condition, normal wear and tear
excepted.
(f) Electric trucks, if purchased with batteries, must be returned
with batteries that are capable of sustaining a charge that
will permit use of the equipment for an eight (8) hour shift.
(g) All motors shall operate without arcing and/or sparking.
2. Each Unit's attachment(s), if any, shall perform all of its required
functions, and each Unit's horn, parking brake, and lights shall be
operational.
3. The Units shall, on average, have tires with at least fifty percent
(50%) remaining tread.
4. Each Unit shall be complete with all originally-installed parts and
pieces.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-22
PAGE THREE
5. TAX INDEMNITY
Lessee acknowledges that this Rental Schedule and the Master Lease
Agreement has been entered into on the basis that Lessor shall be entitled for
federal and state income tax purposes (i) to claim the deductions for
depreciation on the total original cost of the Equipment pursuant to the
Accelerated Cost Recovery System under Section 168 of the Internal Revenue Code
of 1986, as amended ("Code") or for state income tax purposes, any other
depreciation deduction method that is permitted by certain state law; and (ii)
to claim under Section 163 of the Code a tax deduction for the full amount of
any interest paid by Lessor or accrued under Lessor's method of tax accounting
on any indebtedness secured by the Equipment (hereinafter referred to
collectively as the "Tax Benefits"). Lessee agrees to fully indemnify Lessor for
any loss, disallowance, unavailability or recapture of the Tax Benefits as a
result of any act, omission, misrepresentation or failure to act by Lessee, any
sublessee, or any other person authorized by the Lessee to use or maintain the
Equipment. If Lessor shall lose, shall not have the right to claim, or if there
shall be disallowed or recaptured, all or any portion of such Tax Benefits,
Lessee shall pay to Lessor as additional rent (a) an amount equal to the value,
determined at the highest marginal tax rate on a present value basis discounted
at the Lessor's then current cost of funds, of the Tax Benefits so disallowed or
made unavailable plus (b) all interest, penalties, or additions to tax resulting
from such loss, disallowance, unavailability or recapture of any of the
foregoing, plus (c) all taxes required to by paid by the Lessor, its successors,
assigns, or affiliates under any federal, state and local law upon receipt of
any of the indemnifications set forth in this Section.
6. ACCEPTANCE CERTIFICATE
Lessee hereby represents, warrants and certifies (a) that the Equipment
described herein has been delivered to and inspected and found satisfactory by
Lessee and is accepted for Lease by Lessee under this Rental Schedule and the
Master Lease as incorporated herein by reference, as of the Acceptance Date set
forth above; (b) all Items of Equipment are new and unused as of the Acceptance
Date, except as otherwise specified above, and (c) the representations and
warranties of Lessee set forth in the Master Lease are true and correct as of
the date hereof.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-22
PAGE FOUR
7. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Rental Schedule and the Master Lease constitute the entire agreement
between Lessee and Lessor with respect to the leasing of the Equipment. To the
extent any of the terms and conditions set forth in this Rental Schedule
conflict with or are inconsistent with the Master Lease, this Rental Schedule
shall govern and control. No amendment, modification or waiver of this Rental
Schedule or the Master Lease will be effective unless evidenced by a writing
signed by the party to be charged. This Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF the parties hereto have caused this Rental Schedule and
Acceptance Certificate to be executed and delivered by their duly authorized
representatives as of the date first above written.
AMERICAN FINANCE GROUP PACKAGING CORPORATION OF AMERICA
successor in interest to Lessee
AMERICAN FINANCE GROUP, INC.
Lessor
By /s/ Jim J. Franklin By /s/ R. Hanlon
------------------------- -------------------------
Title Manager Title EXECUTIVE V.P.
---------------------- ----------------------
COUNTERPART NO. 3 OF 4 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS. TO THE
EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM
COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH THE TRANSFER AND
POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
<PAGE>
6/26/90 PACKAGING CORPORATION OF AMERICA Page 1
SCHEDULE A
<TABLE>
<CAPTION>
Vendor name Invoice number Unit cost Serial Number Eqpt. Manufacturer Eqpt. Model
- ---------------------- -------------- --------- ------------- ------------------ -----------
<S> <C> <C> <C> <C> <C>
Yale Material Handling 0005311 9,650.00 W-40268 Crown 355CTT
=========
TOTAL EQUIPMENT COST: $9,650.00
<CAPTION>
Eqpt. Type Street City State Zip Code Acceptance Date Rental schedule
- ---------- ------------ ------- ----- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
FORKLIFT 7900 Main St Fridley MN 55432 5/04/90 B-22
</TABLE>
<PAGE>
PACKAGING CORPORATION OF AMERICA
EXHIBIT ONE TO RENTAL SCHEDULE B-22
CASUALTY VALUES
(Stated as Percentage of Equipment Cost)
AFTER
PRIMARY
TERM CASUALTY
PAYMENT NO. VALUE
----------- --------
Prior to 1 112.00
1 110.75
2 109.48
3 108.19
4 106.89
5 105.57
6 104.23
7 102.88
8 101.51
9 100.12
10 98.72
11 97.29
12 95.85
13 94.38
14 92.90
15 91.40
16 89.88
17 88.34
18 86.79
19 85.21
20 83.61
21 81.99
22 80.34
23 78.68
24 77.00
25 75.29
26 73.56
27 71.81
28 70.04
29 68.24
30 66.42
31 64.58
32 62.71
33 60.82
34 58.90
35 56.96
36 55.00
<PAGE>
RENEWAL RENTAL SCHEDULE NO. B-18RN1 (the "Renewal Rental Schedule")
DATED AS OF MARCH 15, 1995
TO MASTER LEASE AGREEMENT NO. 87071LG313 (the "Master Lease")
DATED AS OF JULY 1, 1987
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-D PACKAGING CORPORATION OF AMERICA
LIMITED PARTNERSHIP 1603 ORRINGTON AVENUE
c/o AMERICAN FINANCE GROUP EVANSTON, IL 60204
EXCHANGE PLACE
BOSTON, MA 02109
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Finance Group, as lessor,
lessor's interest therein having been previously sold and assigned to the
above-referenced Lessor and Lessee incorporates by reference the terms and
conditions of the Master Lease. Lessor hereby leases to Lessee and Lessee hereby
leases from Lessor those items of Equipment described on the attached Schedule
B, for the Renewal Lease Term and at the Renewal Term Basic Rent payable on the
Payment Dates hereinafter set forth on the attached Schedule A, on the terms and
conditions set forth in the Master Lease.
2. BASIC RENT.
Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.
3. STIPULATED LOSS VALUE.
Notwithstanding the provision of the Master Lease, the Stipulated Loss
Value for the Equipment during the Renewal Lease Term shall be equal to
$12,368.00.
4. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Renewal Rental Schedule shall
govern and control. No amendment, modification or waiver of this Renewal Rental
Schedule or the Master Lease will be effective unless
<PAGE>
RENEWAL RENTAL SCHEDULE NO. B-18RN1
PAGE TWO
evidenced by a writing signed by the party to be charged. This Renewal Rental
Schedule may be executed in counterparts, all of which together shall constitute
one and the same instrument.
5. SPECIAL MAINTENANCE AND RETURN CONDITIONS.
In furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in Section 4 and 11 of the Master Lease,
Lessee hereby agrees to return the Equipment to Lessor in accordance with all
of the terms and conditions of the Master Lease and in compliance with the
following special return conditions:
1. When loaded to its capacity, each unit shall:
(a) Start under its own power without water or hydraulic fluid leaks.
(b) Move smoothly through its normal speed ranges in both forward and
reverse, in normal operating manner, with and without full load.
(c) Steer right and left in both forward and reverse.
(d) Be able to stop within a safe distance in both forward and reverse.
(e) Lift, Lower, Tilt and if applicable, Side Shift, with and without a
load a minimum of (3) times. Rollers, carriage, lift chains, and
channel assembly shall be in working condition, and shall not be
rusted, cracked, welded or broken.
(f) Electric Trucks, if purchased with batteries, must be returned with
batteries that are capable of sustaining a charge for an (8) eight
hour shift and in good condition with no leaks or cracked cases or
cells.
(g) Electric trucks, if purchased with chargers, must be returned with
chargers that are in good working order and able to deliver the
manufacturer's intended output.
(h) All electrical cables and connectors shall be intact with no frayed
cables or broken connectors.
(i) Contact Lips shall not show signs of arcing and/or sparking.
(j) Commutators in all motors shall not be discolored, pitted, or show
signs of brush arcing.
(k) No electronic safety feature shall be bypassed or disconnected.
2. Each unit's attachments, if any, shall perform all of its required
functions, and each units horn, parking brake and lights shall be
operational.
<PAGE>
RENEWAL RENTAL SCHEDULE NO. B-18RN1
PAGE THREE
3. The units may be returned with chunking on the top edge and holes
elsewhere not exceeding one inch in diameter and there shall be no flat
spots on any tire.
The undersigned, being the duly authorized representative of the Lessee, hereby
certifies that the items of Equipment described on the attached Schedule B have
been duly delivered to the Lessee in good order and duly inspected and accepted
by the Lessee as conforming in all respects with the requirements and provisions
of the Master Lease, as of the Renewal Term Commencement Date stated on the
attached Schedule A.
AMERICAN INCOME PARTNERS V-D PACKAGING CORPORATION OF AMERICA
LIMITED PARTNERSHIP Lessee
Lessor
By: /s/ [ILLEGIBLE]
By: AFG Leasing IV Incorporated ----------------------------
Title: General Partner Title: Director of Purchasing
-------------------------
By: /s/ Gail Ofgant
----------------------------
Title: Manager
-------------------------
COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
1
<PAGE>
LLR40D-01 AMERICAN FINANCE GROUP 3/08/95 9:06:00 PAGE 1
Schedule A - Rental Schedule Economics
LESSEE: PACKAGING CORPORATION OF AMERICA
LESSOR: AMERICAN FINANCE GROUP
RENTAL SCHEDULE: B-18RN1
LEASE TERM (months): 24
PRIMARY START DATE: 6/01/1995
LEASE EXPIRATION DATE: 5/31/1997
PAYMENT FREQUENCY: MONTHLY
ADVANCE/ARREARS: ADVANCE
LEASE RATE: .008085400
PER DIEM LEASE RATE: .000269513
PERIODIC RENT: $200.00
NUMBER OF PAYMENTS: 24
TOTAL INTERIM RENT: $.00
PAYMENT COMMENCEMENT DATE: 6/01/1995
TOTAL EQUIPMENT COST: $24,736.00
DOCUMENTATION FEE:
----------------------
[ILLEGIBLE] LESSEE INITIALS
- ----------------
GDO LESSOR INITIALS
- ----------------
<PAGE>
LLR41D-01 AMERICAN FINANCE GROUP 3/08/95 9:06:05 PAGE 1
Schedule B Equipment Description
LESSEE: PACKAGING CORPORATION OF AMERICA
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: B-18RN1
LESSOR: AMERICAN FINANCE GROUP
<TABLE>
<CAPTION>
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
24,736.00 SNTC-9-19640 NISSAN E-SO TRUCK 6/01/1995
- ------------
24,736.00 Total for Location 10854 LEROY DR NORTHGLENN CO 80233
============
24,736.00 Total Equipment Cost
</TABLE>
<PAGE>
RENEWAL RENTAL SCHEDULE CHECKLIST
LESSEE: PCA
--------------------
R.S.: B-18
--------------------
NEW R.S.: B-18RN1
--------------------
1. Clean up UCC'S [check mark]
(create, continue, amend, etc.) -----------------
2. Original Titles [check mark]
-----------------
3. Input onto AS400 [check mark]
-----------------
4. Update Equity Owner [check mark]
-----------------
5. Create RN R.S. [check mark]
-----------------
6. Insurance Updated [check mark]
-----------------
7. Send Docs to Lessee [check mark]
-----------------
8. Activation Report [check mark]
-----------------
9. Stop Bill Form [check mark]
-----------------
10. Leveraged Transaction N/A
-----------------
Note returned N/A
-----------------
R.S. returned N/A
-----------------
UCC Terminations N/A
-----------------
LF&A SIGNOFF
GDO
-----------------
Note: Award Code for ATF may need to be created.
COMMENTS:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
<PAGE>
STATE OF COLORADO - UCC3 FILED COPY
UNIFORM COMMERCIAL CODE
UCC-3 STATEMENT OF CHANGE
Filed with: SECRETARY OF STATE
1ST DEBTOR |_| Additional debtor(s) on attachment CHECK IF APPLICABLE
SSN/FED Tax ID 362552989
Name (Last, 1st) PACKAGING CORPORATION OF AMERICA
Street 1603 ORRINGTON AVE
City, State, Zip EVANSTON, IL 60204
|_| This statement is to be recorded in the
county real estate records ONLY.
|_| This statement is to be recorded in
real estate AND UCC records.
- --------------------------------------------------------------------------------
For Office Use Only
[bar code]
COLORADO SECRETARY OF STATE - UCC3
1560 BROADWAY STE 200
DENVER CO 80202-5169
952022413 $10.00
SECRETARY OF STATE
03-24-95 11:55
Fold Here
- --------------------------------------------------------------------------------
ORIGINAL STATE
FILING NO. 902029837
County SECRETARY OF STATE
County Book No.
County Page No.
County Filing No.
Orig Date Filed. 4/16/90
Real Estate No.
1ST SECURED |_| Additional secured parties on attachment
PARTY
Name (Last, 1st) AMERICAN FINANCE GROUP
Street EXCHANGE PLACE, 14TH FLOOR
City, State, Zip BOSTON, MA 02109
Fold Here
- --------------------------------------------------------------------------------
ASSIGNED PARTY |_| Additional assigned parties on attachment
Name (Last, 1st)
Street
City, State, Zip
(Amendment, Assignment)
CHECK THE APPROPRIATE BOX
|_| TERMINATION: The secured party of record no longer claims a security
interest under the financing statement.
|X| CONTINUATION: The original financing statement is still effective.
|_| RELEASE OF COLLATERAL: The secured party of record releases the collateral
described below.
|_| AMENDMENT: The financing statement is amended as set forth below. BOTH
debtor and secured party must sign.
|_| TOTAL ASSIGNMENT: The secured party of record has assigned all rights in
the original financing statement. The name and address of the assignee
appear below.
|_| PARTIAL ASSIGNMENT: The secured party of record has assigned rights. The
name and address of the assignee and a description of the collateral
appear below.
PLEASE RETURN TO:
CT Corporation
Attn: Irene Newell
49 Stevenson St. Ste. 300
San Francisco, CA 94105
(800) 874-8820
No. of Additional
Sheets Presented: 0
AMERICAN FINANCE GROUP
/s/ Gail Ofgant, Auth. Signer
- -------------------------------- -----------------------------------
Debtor Signature(s) Secured Party Signature(s)
GAIL OFGANT, AUTHORIZED SIGNER
- -------------------------------- -----------------------------------
Printed Name & Title Printed Name & Title
<PAGE>
STATE OF ILLINOIS
UNIFORM COMMERCIAL CODE Filed with: Secretary of State
STATEMENTS OF CONTINUATION, PARTIAL RELEASE, ASSIGNMENT, ETC. - FORM UCC-8
This STATEMENT is presented to THE FILING OFFICER for filing pursuant to the
Uniform Commercial Code.
- --------------------------------------------------------------------------------
For Filing Officer (Date, Time, Number, and Filing Office)
- --------------------------------------------------------------------------------
Debtor(s) (Last Name First) and address(es) Secured Party(ies) and address(es)
PACKAGING CORPORATION OF AMERICAN FINANCE GROUP
AMERICA EXCHANGE PLACE 14TH FLOOR
1603 ORRINGTON AVE BOSTON, MA 02109
EVANSTON, IL 60204
- --------------------------------------------------------------------------------
This Statement refers to original Financing Statement No. 2704217
Date filed: 4/16/90 Filed with Secretary of State
- --------------------------------------------------------------------------------
A. |X| CONTINUATION.... The original financing statement between the foregoing
Debtor and Secured Party, bearing the file number shown
above, is still effective.
B. |_| PARTIAL RELEASE. From the collateral described in the financing
statement bearing the file number shown above, the
Secured Party releases the property indicated below.
C. |_| ASSIGNMENT.... The Secured Party certifies that the Secured Party has
assigned to the Assignee whose name and address is shown
below, Secured party's rights under the financing
statement bearing the file number shown above in the
property indicated below.
D. |_| TERMINATION.... The Secured Party certifies that the Secured Party no
longer claims a security interest under the financing
statement bearing the file number shown above.
E. |_| AMENDMENT.... The financing statement bearing the above file number is
amended.
|_| To show the Secured Party's new address indicated
below;
|_| To show the Debtor's new address as indicated below;
|_| As set forth below:
- --------------------------------------------------------------------------------
No. of Additional Sheets Presented: 0
- --------------------------------------------------------------------------------
AMERICAN FINANCE GROUP
(Debtor) By: /s/ Gail Ofgant, Auth. Signer
- ---------------------------------- ---------------------------------
(Signature of Debtor, if required) (signature of secured party)
GAIL OFGANT, AUTHORIZED SIGNER
Dated: , 19
------------------ --------------
This form of Financing Statement is approved by the Secretary of State
STANDARD FORM - UNIFORM COMMERCIAL CODE - FORM UCC-8 REV. 7/74 IL3.102194
PLEASE RETURN TO:
CT Corporation
Attn: Irene Newell
49 Stevenson St. Ste. 300
San Francisco, CA 94105
(800) 874-8820
RETURN TO SENDER
<PAGE>
L2R13D AMERICAN FINANCE GROUP 3/02/95 15:11:04 PAGE 1
ASSET ACTIVITY REPORT
DATE OF REQUESTS: 3/02/95
PREPARED BY: [ILLEGIBLE]
--------------
ASSET MGMT APPROVAL: GDO
---------------
TYPE OF TRANSACTION
(X) RENEWAL LEASE ( ) CASUALTY AT STIPULATED LOSS VALUE
( ) RELEASE TO NEW USER (EXISTING LESSEE) ( ) EARLY TERMINATION
( ) RELEASE TO NEW USER (NEW LESSEE) ( ) WAREHOUSE OF ASSETS
( ) SALE TO ORIGINAL USER ( ) OTHER
( ) SALE TO THIRD PARTY USER ---------------------------
PRIMARY TERM DATA
ORIGINAL LESSEE PACKAGING CORPORATION OF AMERICA
STREET ADDRESS 1 1603 ORRINGTON AVE
STREET ADDRESS 2
CITY, STATE, ZIP EVANSTON IL 60204
CONTACT NAME GEORGE LUBNIEWSKI
PHONE NUMBER 708-492-6977 FAX NUMBER 708-492-6924
MASTER LEASE NUMBER 8707IL5313
LEASE DATE 7/01/1987
RENTAL SCHEDULE B-l8
START DATE 4/01/1990
EXPIRATION DATE 3/31/1955
PAYMENT FREQUENCY M/ADV
LEASE RATE FACTOR .018300000
LENDER/LOAN NUMBER
EQUITY OWNER(S) 1054
100.000000000
NEW LESSEE OR BUYER
STREET ADDRESS 1
STREET ADDRESS 2
CITY, STATE, ZIP
CONTACT NAME
PHONE NUMBER FAX NUMBER
SALE TYPE BS LS OS RS
TAX EXEMPTION STATUS YES NO EXEMPTION NUMBER
SPECIAL ARRANGEMENTS WITH LESSEE/BUYER
------------------------------------------
------------------------------------------
------------------------------------------
DOCUMENTS TO BE ISSUED DATE
-------------------------------
<PAGE>
L2R13D AMERICAN FINANCE GROUP 3/02/95 15:11:04 PAGE 2
ASSET ACTIVITY REPORT
I. EQUIPMENT SALE DATA (SEE ATTACHED EQUIPMENT AND PRICE LIST)
TOTAL SALE PRICE $
----------------------
OUTSTANDING RECEIVABLES DUE $
----------------------
TOTAL DUE $
----------------------
BROKERAGE FEE $
----------------------
STOP BILL/TERMINATE DATE
----------------------
SPECIAL TRANSACTION NOTES
-------------------------------------------------
-------------------------------------------------
II. RENEWAL OR RELEASE DATA (SEE ATTACHED EQUIPMENT LIST)
RENEWAL TERM 2 Years
----------------------
RENEWAL/RELEASE START DATE 6/1/95 EXPIRATION DATE 5/31/97
---------------------- ----------
PAYMENT FREQUENCY M/ADV Q/ADV S/ADV A/ADV M/ARR Q/ARR S/ARR A/ARR
STIPULATED LOSS VALUE $ LRF/RENT $.0080854/$200.00
---------------------- -----------------
NEW EQUIPMENT LOCATION Same
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
END OF LEASE OPTIONS Same
-------------------------------------------------
-------------------------------------------------
SPECIAL RETURN CONDITIONS Same
-------------------------------------------------
-------------------------------------------------
III. WAREHOUSE DATA (SEE ATTACHED EQUIPMENT LIST)
WAREHOUSE NAME
-------------------------------------------------
STREET ADDRESS 1
-------------------------------------------------
STREET ADDRESS 2
-------------------------------------------------
CITY, STATE, ZIP
-------------------------------------------------
WAREHOUSE COST $ PAYMENT INSTRUCTIONS
---------------------- ------
DATE WAREHOUSED STOP BILL DATE
---------------------- ------------
IV. BILLING DATA
CREDITS TO INVOICES None
-------------------------------------------------
BILLING ISSUES
-------------------------------------------------
-------------------------------------------------
<PAGE>
L2R14D AMERICAN FINANCE GROUP 3/02/95 15:11:09 PAGE 1
ASSET ACTIVITY REPORT - EQUIPMENT DESCRIPTION
LESSEE: PACKAGING CORPORATION OF AMERICA
RENTAL SCHEDULE: B-l8
<TABLE>
<CAPTION>
Asset Equipment Cost Serial Number Manufacturer Model Type Status Bill Code
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
0012988 24,736.00 SNTC-9-19640 NISSAN E-50 TRUCK LEASE C0002
-----------
24,736.00 Total for Location 10854 LEROY DR NORTHGLENN CO 80233 GEO 060011060
===========
24,736.00 Total Equipment Cost
</TABLE>
** END OF REPORT **
<PAGE>
Packaging Corporation of America [LOGO]
A Tenneco Company
Corporate Offices
1603 Orrington Avenue
Evanston, Illinois 60201-3853
(708) 492-5713
February 13, 1995
American Financial Group
Exchange Place
Boston, MA 02109
Attn: Sandra Mirra
Re: B-18, your letter of Feb. 13, 1995
Dear Sandy:
Please consider this formal notification that we wish to renew the lease of
equipment on Schedule B-18 of Master Lease Agreement No. 87071LG313 for a
two-year period at $200 per month.
Please prepare the necessary documents and forward them to my attention for
execution. Thank you for your help.
Sincerely,
/s/ George Dubniewski
George Dubniewski, C.P.M.
Purchasing Manager
GL:pm
cc: P. Kala
[LOGO] PCA [LOGO] Printed on recycled paper.
<PAGE>
RENEWAL RENTAL SCHEDULE NO. B-21RN1 (the "Renewal Rental Schedule")
DATED AS OF MAY 10, 1995
TO MASTER LEASE AGREEMENT NO. 8707ILG313(the "Master Lease")
DATED AS OF JULY 1, 1987
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-D PACKAGING CORPORATION OF
LIMITED PARTNERSHIP AMERICA
c/o AMERICAN FINANCE GROUP 1603 ORRINGTON AVE.
EXCHANGE PLACE EVANSTON, IL 60204
BOSTON, MA 02109
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Finance Group, as lessor,
lessor's interest therein having been previously sold and assigned to the
above-referenced Lessor and Lessee incorporates by reference the terms and
conditions of the Master Lease. Lessor hereby leases to Lessee and Lessee hereby
leases from Lessor those items of Equipment described on the attached Schedule
B, for the Renewal Lease Term and at the Renewal Term Basic Rent payable on the
Payment Dates hereinafter set forth on the attached Schedule A, on the terms and
conditions set forth in the Master Lease.
2. BASIC RENT.
Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.
3. STIPULATED LOSS VALUE.
Notwithstanding the provision of Sections 5 and 11 of the Master Lease, the
Stipulated Loss Value for the Equipment during the Renewal Lease Term shall be
equal to $32,183.65.
4. SPECIAL MAINTENANCE AND RETURN CONDITIONS.
In furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in Sections 5 and 11 of the Master Lease,
Lessee hereby agrees to return the Equipment to Lessor in accordance with all of
the terms and conditions of the Master Lease and in compliance with the
following special return conditions:
l. When loaded to its capacity, each unit shall:
(a) Start under its own power without water or hydraulic fluid leaks.
(b) Move smoothly through its normal speed ranges in both forward and
reverse, in normal operating manner, with and without full load.
(c) Steer right and left in both forward and reverse.
<PAGE>
RENEWAL RENTAL SCHEDULE NO. B-21RN1
PAGE TWO
(d) Be able to stop within a safe distance in both forward and reverse.
(e) Lift, Lower, Tilt and if applicable, Side Shift, with and without a
load a minimum of (3) times. Rollers, carriage, lift chains, and
channel assembly shall be in working condition, and shall not be
rusted, cracked, welded or broken.
(f) Start without hesitation and without external assistance.
(g) Unit will not smoke during acceleration, deceleration, or idling at
normal operating temperature.
(h) Have no excessive noise or vibration at normal operating
temperatures.
(i) Have no external coolant, oil or fuel leaks at normal operating
temperature.
(j) Have no internal coolant, oil or fuel leaks at normal operating
temperature.
(k) No electronic safety feature shall be bypassed or disconnected.
2. Each unit's attachments, if any, shall perform all of its required
functions, and each units horn, parking brake and lights shall be
operational.
3. The units may be returned with chunking on the top edge and holes
elsewhere not exceeding one inch in diameter and there shall be no flat
spots on any tire. Tires shall have at least 50% of tread remaining.
4. Each unit shall have all supplementary equipment or equivalent attached as
originally ordered, excluding any items considered as consumable under
normal working conditions.
5. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Renewal Rental Schedule shall
govern and control. No amendment, modification or waiver of this Renewal Rental
Schedule or the Master Lease will be effective unless evidenced in writing
signed by the party to be charged. This Renewal Rental Schedule may be executed
in counterparts, all of which together shall constitute one and the same
instrument.
<PAGE>
RENEWAL RENTAL SCHEDULE NO. B-21RN1
PAGE THREE
The undersigned, being the duly authorized representative of the Lessee, hereby
certifies that the items of Equipment described on the attached Schedule B have
been duly delivered to the Lessee in good order and duly inspected and accepted
by the Lessee as conforming in all respects with the requirements and provisions
of the Master Lease, as of the Renewal Term Commencement Date stated on the
attached Schedule A.
AMERICAN INCOME PARTNERS V-D PACKAGING CORPORATION OF AMERICA
LIMITED PARTNERSHIP Lessee
Lessor
/s/ Gail Ofgant By: /s/ [ILLEGIBLE]
- ---------------------------- ----------------------------------
By: AFG Leasing IV Incorporated Title: Dir. of Purchasing
Title: General Partner -------------------------------
COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
1
<PAGE>
LLR40D-01 AMERICAN FINANCE GROUP 5/08/95 12:12:50 PAGE 1
Schedule A - Rental Schedule Economics
LESSEE: PACKAGING CORPORATION OF AMERICA
LESSOR: AMERICAN FINANCE GROUP
RENTAL SCHEDULE: B-21RN1
LEASE TERM (months): 12
PRIMARY START DATE: 9/01/1995
LEASE EXPIRATION DATE: 8/31/1996
PAYMENT FREQUENCY: MONTHLY
ADVANCE/ARREARS: ADVANCE
LEASE RATE: .014370700
PER DIEM LEASE RATE: .000479023
PERIODIC RENT: $925.01
NUMBER OF PAYMENTS: 12
TOTAL INTERIM RENT: $.00
PAYMENT COMMENCEMENT DATE: 9/01/1995
TOTAL EQUIPMENT COST: $64,367.29
DOCUMENTATION FEE:
-----------------------
[ILLEGIBLE] LESSEE INITIALS
- ------------------
GDO LESSOR INITIALS
- ------------------
<PAGE>
LLR41D-01 AMERICAN FINANCE GROUP 5/08/95 12:12:55 PAGE 1
Schedule B Equipment Description
LESSEE: PACKAGING CORPORATION OF AMERICA
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: B-21RN1
LESSOR: AMERICAN FINANCE GROUP
<TABLE>
<CAPTION>
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
16,076.94 GX230-2548-7158 CLARK GCX20 LPG FORKLIFT 9/01/1995
16,076.99 GX230-2549-7l58 CLARK GCX20 LPG FORKLIFT 9/01/1995
16,097.80 GX230-2559-7158 CLARK GCX20 LPG FORKLIFT 9/01/1995
16,115.56 GX230-2559-7l58 CLARK GCX20 FORKLIFT 9/01/1995
- ------------
64,367.29 Total for Location 1824 BALTIMORE MIDDLETOWN OH 45044
============
64,367.29 Total Equipment Cost
</TABLE>
<PAGE>
STATE OF ILLINOIS
UNIFORM COMMERCIAL CODE - FINANCING STATEMENT- FORM UCC-1
Filed With: Secretary of State
This STATEMENT is presented to a filing officer for filing pursuant to the
Uniform Commercial Code.
- --------------------------------------------------------------------------------
For Filing Officer (Date, Time, Number, and Filing Office)
- --------------------------------------------------------------------------------
Debtor(s) (Last Name First) and address(es) Secured Party(ies) and address(es)
PACKAGING CORPORATION OF AMERICAN FINANCE GROUP
AMERICA EXCHANGE PLACE - 14TH FLOOR
1603 ORRINGTON AVE BOSTON, MA 02109
EVANSTON, IL 60204
- --------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY
- --------------------------------------------------------------------------------
This financing statement covers the following types (or items) of property:
ALL LESSEE'S RIGHT, TITLE AND INTEREST IN AND TO THOSE ITEMS OF EQUIPMENT LEASED
BY DEBTOR, AS LESSEE, FROM SECURED PARTY, AS LESSOR, PURSUANT TO THE RENTAL
SCHEDULE AND ACCEPTANCE CERTIFICATE(S) AND TO THE MASTER LEASE AGREEMENT
DESCRIBED ON THE ATTACHED, INCLUDING ALL ADDITIONS, REPLACEMENTS, ACCESSORIES,
SUBSTITUTIONS AND IMPROVEMENTS THERETO, ALL EXTENSIONS AND RENEWALS THEREOF, AND
ALL PROCEEDS OF EACH OF THE FOREGOING. THE EQUIPMENT IS LOCATED ON THE PREMISES
OF THE LESSEE AT THE ADDRESSES LISTED ON THE ATTACHED. THIS FILING IS FOR
INFORMATIONAL PURPOSES ONLY AS THIS IS A LEASE. (B-21RN1)
|_| Products of Collateral are also covered.
- --------------------------------------------------------------------------------
Additional sheets presented.
- -----
Filed with Office of Secretary of State of Illinois.
- -----
Debtor is a transmitting utility as defined in Sec. UCC 9-105
- -----
- --------------------------------------------------------------------------------
PACKAGING CORPORATION OF AMERICA
By: /s/ [ILLEGIBLE]
-----------------------------
Signature of Debtor
(Secured Party)
NAME, AUTHORIZED SIGNER
/s/ R.W. Hecker
Signature of Debtor required in most cases;
Signature of Secured Party in Cases By UCC Sec. 9.402(2)
This form of financing statement is approved by the Secretary of State.
STANDARD FORM - UNIFORM COMMERCIAL CODE - FORM UCC-1 - REV. 1-76 ILJ-092794
<PAGE>
LLR22C AMERICAN FINANCE GROUP 5/08/95 14:41:31 PAGE 1
UCC ATTACHMENT
LESSEE: PACKAGING CORPORATION OF AMERICA
RENTAL SCHEDULE: B-21RN1
<TABLE>
<CAPTION>
MANUFACTURER MODEL TYPE SERIAL NUMBER STREET CITY ST COUNTY
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CLARK GCX20 FORKLIFT GX230-2559-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
CLARK GCX20 LPG FORKLIFT GX230-2548-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
CLARK GCX20 LPG FORKLIFT GX230-2549-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
CLARK GCX20 LPG FORKLIFT GX230-2558-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
</TABLE>
** END OF REPORT **
<PAGE>
STATE OF OHIO UNIFORM COMMERCIAL CODE - FINANCING STATEMENT - UCC-1
This FINANCING STATEMENT is presented to a filing officer for filing pursuant to
the Uniform Commercial Code.
- --------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and Address(es)
PACKAGING CORPORATION OF AMERICA
1603 ORRINGTON AVE
EVANSTON, IL 60204
- --------------------------------------------------------------------------------
2. Secured Party(ies) and Address(es)
AMERICAN FINANCE GROUP
EXCHANGE PLACE - 14TH FLOOR
BOSTON, MA 02109
- --------------------------------------------------------------------------------
3. For Filing Officer
(Date, Time, Number, and Filing Office)
- --------------------------------------------------------------------------------
4. This Financing statement covers the following types (or items) of property:
Collateral description on attachment (B-21RN1)
- --------------------------------------------------------------------------------
5. Assignee(s) of Secured Party and Address(es)
- --------------------------------------------------------------------------------
Check |X| if covered:
|_| Products of Collateral are also covered
No. of additional sheets presented: 1
- --------------------------------------------------------------------------------
Filed with Secretary of State
- --------------------------------------------------------------------------------
(USE WHICHEVER SIGNATURE LINE IS APPLICABLE)
PACKAGING CORPORATION OF AMERICA AMERICAN FINANCE GROUP
By: /s/ [ILLEGIBLE] By: /s/ Gail Ofgant
------------------------------ ------------------------------------
Signature(s) of Debtor(s) Signature(s) of Secured Party(ies)
NAME, AUTHORIZED SIGNER GAIL OFGANT, AUTHORIZED SIGNER
R.W. Hecker
STANDARD FORM - This form of financing statement is
UNIFORM COMMERCIAL CODE - UCC-1 approved by the Secretary of State
Revised, Eff. 1/1/79
OHJ-092794
<PAGE>
ATTACHMENT TO OHIO UCC-1:
PACKAGING CORPORATION OF AMERICA (DEBTOR)
- --------------------------------------------------------------------------------
ITEMS CONTINUED FROM FORM:
4. This financing statement covers the following property:
ALL LESSEE'S RIGHT, TITLE AND INTEREST IN AND TO THOSE ITEMS OF EQUIPMENT
LEASED BY DEBTOR, AS LESSEE, FROM SECURED PARTY, AS LESSOR, PURSUANT TO
THE RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE(S) AND TO THE MASTER LEASE
AGREEMENT DESCRIBED ON THE ATTACHED, INCLUDING ALL ADDITIONS,
REPLACEMENTS, ACCESSORIES, SUBSTITUTIONS AND IMPROVEMENTS THERETO, ALL
EXTENSIONS AND RENEWALS THEREOF, AND ALL PROCEEDS OF EACH OF THE
FOREGOING. THE EQUIPMENT IS LOCATED ON THE PREMISES OF THE LESSEE AT THE
ADDRESSES LISTED ON THE ATTACHED. THIS FILING IS FOR INFORMATIONAL
PURPOSES ONLY AS THIS IS A LEASE. (B-21RN1)
Page 1
<PAGE>
LLR22C AMERICAN FINANCE GROUP 5/08/95 14:41:31 PAGE 1
UCC ATTACHMENT
LESSEE: PACKAGING CORPORATION OF AMERICA
RENTAL SCHEDULE: B-21RN1
<TABLE>
<CAPTION>
MANUFACTURER MODEL TYPE SERIAL NUMBER STREET CITY ST COUNTY
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CLARK GCX20 FORKLIFT GX230-2559-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
CLARK GCX20 LPG FORKLIFT GX230-2543-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
CLARK GCX20 LPG FORKLIFT GX230-2549-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
CLARK GCX20 LPG FORKLIFT GX230-2558-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
</TABLE>
** END OF REPORT **
<PAGE>
This FINANCING STATEMENT is presented to a filing officer for filing pursuant to
the Uniform Commercial Code.
- --------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and Address(es)
PACKAGING CORPORATION OF AMERICA
1603 ORRINGTON AVE
EVANSTON, IL 60204
- --------------------------------------------------------------------------------
2. Secured Party(ies) and Address(es)
AMERICAN FINANCE GROUP
EXCHANGE PLACE - 14TH FLOOR
BOSTON, MA 02109
- --------------------------------------------------------------------------------
3. For Filing Officer
(Date, Time, Number, and Filing Office)
- --------------------------------------------------------------------------------
4. This Financing Statement covers the following types (or items) of property:
Collateral description on attachment (B-21RN1)
- --------------------------------------------------------------------------------
5. Assignee(s) of Secured Party and Address(es)
- --------------------------------------------------------------------------------
Check |X| if covered.
|_| Products of Collateral are also covered
No. of additional sheets presented: 1
- --------------------------------------------------------------------------------
Filed with Butler
- --------------------------------------------------------------------------------
(USE WHICHEVER SIGNATURE LINE IS APPLICABLE)
PACKAGING CORPORATION OF AMERICA AMERICAN FINANCE GROUP
By: /s/ [ILLEGIBLE] By: /s/ Gail Ofgant
------------------------------ ------------------------------------
Signature(s) of Debtor(s) Signature(s) of Secured Party(ies)
NAME, AUTHORIZED SIGNER GAIL OFGANT, AUTHORIZED SIGNER
R.W. Hecker
STANDARD FORM - This form of financing statement is
UNIFORM COMMERCIAL CODE - UCC-1 approved by the Secretary of State
Revised, Eff. 1/1/79
OH1-092794
<PAGE>
ATTACHMENT TO OHIO UCC-1:
PACKAGING CORPORATION OF AMERICA (DEBTOR)
ITEMS CONTINUED FROM FORM:
4. This financing statement covers the following property:
ALL LESSEE'S RIGHT, TITLE AND INTEREST IN AND TO THOSE ITEMS OF EQUIPMENT
LEASED BY DEBTOR, AS LESSEE, FROM SECURED PARTY, AS LESSOR, PURSUANT TO
THE RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE(S) AND TO THE MASTER LEASE
AGREEMENT DESCRIBED ON THE ATTACHED, INCLUDING ALL ADDITIONS,
REPLACEMENTS, ACCESSORIES, SUBSTITUTIONS AND IMPROVEMENTS THERETO, ALL
EXTENSIONS AND RENEWALS THEREOF, AND ALL PROCEEDS OF EACH OF THE
FOREGOING. THE EQUIPMENT IS LOCATED ON THE PREMISES OF THE LESSEE AT THE
ADDRESSES LISTED ON THE ATTACHED. THIS FILING IS FOR INFORMATIONAL
PURPOSES ONLY AS THIS IS A LEASE. (B-21RN1)
Page 1
<PAGE>
LLR22C AMERICAN FINANCE GROUP 5/08/95 14:41:30 PAGE 1
UCC ATTACHMENT
LESSEE: PACKAGING CORPORATION OF AMERICA
RENTAL SCHEDULE: B-21RN1
<TABLE>
<CAPTION>
MANUFACTURER MODEL TYPE SERIAL NUMBER STREET CITY ST COUNTY
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CLARK GCX20 FORKLIFT GX230-2559-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
CLARK GCX20 LPG FORKLIFT GX230-2548-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
CLARK GCX20 LPG FORKLIFT GX230-2549-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
CLARK GCX20 LPG FORKLIFT GX230-2558-7158 1824 BALTIMORE MIDDLETOWN OH BUTLER
</TABLE>
** END OF REPORT **
<PAGE>
RENEWAL RENTAL SCHEDULE CHECKLIST
LESSEE: PCA
---------------
R.S.: B-21
---------------
NEW R.S.: B-21RN1
---------------
1. Clean up UCC'S [check mark]
(create, continue, amend, etc.) -----------------
2. Original Titles [check mark]
-----------------
3. Input onto AS400 [check mark]
-----------------
4. Update Equity Owner [check mark]
-----------------
5. Create RN R.S. [check mark]
-----------------
6. Insurance Updated [check mark]
-----------------
7. Send Docs to Lessee [check mark]
-----------------
8. Activation Report [check mark]
-----------------
9. Stop Bill Form [check mark]
-----------------
10. Leveraged Transaction N/A
-----------------
Note returned N/A
-----------------
R.S. returned N/A
-----------------
UCC Terminations N/A
-----------------
LF&A SIGNOFF
GDO
-----------------
Note: Award Code for ATF may need to be created.
COMMENTS:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
<PAGE>
L2R13D AMERICAN FINANCE GROUP 5/05/95 10:41:20 PAGE 1
ASSET ACTIVITY REPORT
DATE OF REQUESTS 5/05/95
PREPARED BY: [ILLEGIBLE]
--------------
ASSET MGMT APPROVAL: GDO
---------------
TYPE OF TRANSACTION
(X) RENEWAL LEASE ( ) CASUALTY AT STIPULATED LOSS VALUE
( ) RELEASE TO NEW USER (EXISTING LESSEE) ( ) EARLY TERMINATION
( ) RELEASE TO NEW USER (NEW LESSEE) ( ) WAREHOUSE OF ASSETS
( ) SALE TO ORIGINAL USER ( ) OTHER
( ) SALE TO THIRD PARTY USER ---------------------------
PRIMARY TERM DATA
ORIGINAL LESSEE PACKAGING CORPORATION OF AMERICA
STREET ADDRESS 1 1603 ORRINGTON AVE
STREET ADDRESS 2
CITY, STATE, ZIP EVANSTON IL 60204
CONTACT NAME GEORGE LUBNIEWSKI
PHONE NUMBER 708-492-6977 FAX NUMBER 708-492-6924
MASTER LEASE NUMBER 8707ILG313
LEASE DATE 7/01/1987
RENTAL SCHEDULE B-21
START DATE 7/01/1990
EXPIRATION DATE 6/30/1995
PAYMENT FREQUENCY M/ADV
LEASE RATE FACTOR .018300000
LENDER/LOAN NUMBER
EQUITY OWNER(S) 1054
100.000000000
NEW LESSEE OR BUYER
STREET ADDRESS 1
STREET ADDRESS 2
CITY, STATE, ZIP
CONTACT NAME
PHONE NUMBER FAX NUMBER
SALE TYPE BS LS OS RS
TAX EXEMPTION STATUS YES NO EXEMPTION NUMBER
SPECIAL ARRANGEMENTS WITH LESSEE/BUYER
------------------------------------------
------------------------------------------
------------------------------------------
DOCUMENTS TO BE ISSUED DATE
-------------------------------
<PAGE>
L2R13D AMERICAN FINANCE GROUP 5/05/95 10:41:20 PAGE 2
ASSET ACTIVITY REPORT
I. EQUIPMENT SALE DATA (SEE ATTACHED EQUIPMENT AND PRICE LIST)
TOTAL SALE PRICE $
----------------------
OUTSTANDING RECEIVABLES DUE $
----------------------
TOTAL DUE $
----------------------
BROKERAGE FEE $
----------------------
STOP BILL/TERMINATE DATE
----------------------
SPECIAL TRANSACTION NOTES
-------------------------------------------------
-------------------------------------------------
II. RENEWAL OR RELEASE DATA (SEE ATTACHED EQUIPMENT LIST)
RENEWAL TERM One Year
----------------------
RENEWAL/RELEASE START DATE 9/1/95 EXPIRATION DATE 8/31/96
---------------------- ----------
PAYMENT FREQUENCY M/ADV Q/ADV S/ADV A/ADV M/ARR Q/ARR S/ARR A/ARR
STIPULATED LOSS VALUE $32,183.65 LRF/RENT $.0143707/925.-
---------------------- -----------------
NEW EQUIPMENT LOCATION Same
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
END OF LEASE OPTIONS Same
-------------------------------------------------
-------------------------------------------------
SPECIAL RETURN CONDITIONS Same
-------------------------------------------------
-------------------------------------------------
III. WAREHOUSE DATA (SEE ATTACHED EQUIPMENT LIST)
WAREHOUSE NAME
-------------------------------------------------
STREET ADDRESS 1
-------------------------------------------------
STREET ADDRESS 2
-------------------------------------------------
CITY, STATE, ZIP
-------------------------------------------------
WAREHOUSE COST $ PAYMENT INSTRUCTIONS
---------------------- ------
DATE WAREHOUSED STOP BILL DATE
---------------------- ------------
IV. BILLING DATA
CREDITS TO INVOICES
-------------------------------------------------
BILLING ISSUES
-------------------------------------------------
-------------------------------------------------
<PAGE>
L2R14D AMERICAN FINANCE GROUP 5/05/95 10:41:25 PAGE 1
ASSET ACTIVITY REPORT - EQUIPMENT DESCRIPTION
LESSEE: PACKAGING CORPORATION OF AMERICA
RENTAL SCHEDULE: B-21
<TABLE>
<CAPTION>
Asset Equipment Cost Serial Number Manufacturer Model Type Status Bill Code
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
0012992 16,076.94 GX230-2548-7158 CLARK GCX20 LPG FORKLIFT LEASE OH002
0012993 16,076.99 GX230-2549-7158 CLARK GCX20 LPG FORKLIFT LEASE OH002
0012994 16,097.80 GX230-2558-7158 CLARK GCX20 LPG FORKLIFT LEASE OH002
0012995 16,115.56 GX230-2559-7158 CLARK GCX20 FORKLIFT LEASE OH002
------------
64,367.29 Total for Location 1824 BALTIMORE MIDDLETOWN OH 45044 GEO 360171600
============
64,367.29 Total Equipment Cost
</TABLE>
** END OF REPORT **
<PAGE>
04/27/95
SANDRA MIRRA, ACCOUNT MANAGER
AMERICAN FINANCE GROUP
EXCHANGE PLACE,
BOSTON, MA 02109
PLEASE USE THIS LETTER AS AUTHORITY TO EXTEND THE LEASE ON RENTAL SCHEDULE B-21
FOR ONE YEAR. THIS WOULD BE EFFECTIVE FROM JULY 1, 1995 thru JUNE 30th, 1996.
120 days notification. Start date 9/1/95.
THIS LEASE COVERED (4) CLARK GCX20'S.
THE AMOUNT OF THE LEASE WOULD BE $ 925.00.
SINCERELY,
/s/ HOWARD M. LANIER
HOWARD M. LANIER, MAINTENANCE SUPERVISOR
MIDDLETOWN CONTAINER PLANT
TELEPHONE 513-727-4623
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-23
This RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE, dated as of June 28,
1990, between American Finance Group, a Massachusetts general partnership and
successor in interest to American Finance Group, Inc. ("Lessor"), a
Massachusetts corporation and Packaging Corporation of America ("Lessee")
incorporates by reference the terms and conditions of Master Lease Agreement No.
8707ILG313 (the "Master Lease"). Lessor hereby leases to Lessee and Lessee
hereby leases from Lessor the following described items of Equipment for the
Lease Term and at the Basic Rent payable on the Payment Dates hereinafter set
forth, on the terms and conditions set forth in the Master Lease.
1. EQUIPMENT
Description
(Manufacturer,
Item Type, Model and Equipment Acceptance
No. Serial Number) Cost Location Date
- ---- --------------- --------- -------- ----------
VARIOUS FORKLIFTS AND EQUIPMENT AS MORE FULLY DESCRIBED
ON THE ATTACHED SCHEDULE A AND VENDOR INVOICES See Schedule A
GRAND TOTAL EQUIPMENT COST: $12,419.43
----------
BILL TO: Packaging Corporation of America
777 St. Clair Street
Mentor, OH 44060
2. LEASE TERM
The Lease Term is for an Interim Term commencing on the date of acceptance
of the Equipment for lease, as set in the attached Schedule A, and continuing
through and including June 30, 1990 and for a Primary Term of 60 months,
commencing on July 1, 1990 and continuing through and including the Expiration
Date of June 30, 1995.
3. BASIC RENT. PAYMENT DATES.
Interim Term Basic Rent is due and payable in full on the first day of the
Primary Term. Basic Rent for the Primary Term is due and payable in 60 payments
of $227.28 each commencing on July 1, 1990 and continuing monthly in advance
thereafter, through and including June 1, 1995.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-23
PAGE TWO
Interim Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Per Diem Lease Rate set forth below and multiplying the product by
the number of days in the Interim Term. Primary Term Basic Rent is computed by
multiplying the Total Equipment Cost by the Periodic Lease Rate set forth below.
Per Diem Lease Rate: .000610
Periodic Lease Rate: .018300
4. SPECIAL MAINTENANCE AND RETURN CONDITIONS. In furtherance, and not in
limitation of, the use, maintenance and return conditions for the Equipment set
forth in Sections 4 and 9 of the Master Lease, Lessee hereby agrees to return
the Equipment to Lessor in accordance with all of the terms and conditions of
the Master Lease and in compliance with the following special return conditions:
1. When loaded to its rated capacity, each Unit shall:
(a) Start under its own power and idle without water or fuel
leaks.
(b) Move through its normal speed ranges in both forward and
reverse, in normal operating manner.
(c) Steer normally right and left in both forward and reverse.
(d) Be able to stop with its service brakes within a safe
distance, in both forward and reverse.
(e) Lift, lower, and tilt normally with and without a load a
minimum of three (3) times. Carriage, lift chains and channel
assembly shall be in working condition, normal wear and tear
excepted.
(f) Electric trucks, if purchased with batteries, must be returned
with batteries that are capable of sustaining a charge that
will permit use of the equipment for an eight (8) hour shift.
(g) All motors shall operate without arcing and/or sparking.
2. Each Unit's attachment(s), if any, shall perform all of its required
functions, and each Unit's horn, parking brake, and lights shall be
operational.
3. The Units shall, on average, have tires with at least fifty percent
(50%) remaining tread.
4. Each Unit shall be complete with all originally-installed parts and
pieces.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-23
PAGE THREE
5. TAX INDEMNITY
Lessee acknowledges that this Rental Schedule and the Master Lease
Agreement has been entered into on the basis that Lessor shall be entitled for
federal and state income tax purposes (i) to claim the deductions for
depreciation on the total original cost of the Equipment pursuant to the
Accelerated Cost Recovery System under Section 168 of the Internal Revenue Code
of 1986, as amended ("Code") or for state income tax purposes, any other
depreciation deduction method that is permitted by certain state law; and (ii)
to claim under Section 163 of the Code a tax deduction for the full amount of
any interest paid by Lessor or accrued under Lessor's method of tax accounting
on any indebtedness secured by the Equipment (hereinafter referred to
collectively as the "Tax Benefits"). Lessee agrees to fully indemnify Lessor for
any loss, disallowance, unavailability or recapture of the Tax Benefits as a
result of any act, omission, misrepresentation or failure to act by Lessee, any
sublessee, or any other person authorized by the Lessee to use or maintain the
Equipment. If Lessor shall lose, shall not have the right to claim, or if there
shall be disallowed or recaptured, all or any portion of such Tax Benefits,
Lessee shall pay to Lessor as additional rent (a) an amount equal to the value,
determined at the highest marginal tax rate on a present value basis discounted
at the Lessor's then current cost of funds, of the Tax Benefits so disallowed or
made unavailable plus (b) all interest, penalties, or additions to tax resulting
from such loss, disallowance, unavailability or recapture of any of the
foregoing, plus (c) all taxes required to by paid by the Lessor, its successors,
assigns, or affiliates under any federal, state and local law upon receipt of
any of the indemnifications set forth in this Section.
6. ACCEPTANCE CERTIFICATE
Lessee hereby represents, warrants and certifies (a) that the Equipment
described herein has been delivered to and inspected and found satisfactory by
Lessee and is accepted for Lease by Lessee under this Rental Schedule and the
Master Lease as incorporated herein by reference, as of the Acceptance Date set
forth above; (b) all items of Equipment are new and unused as of the Acceptance
Date, except as otherwise specified above, and (c) the representations and
warranties of Lessee set forth in the Master Lease are true and correct as of
the date hereof.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-23
PAGE FOUR
7. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Rental Schedule and the Master Lease constitute the entire agreement
between Lessee and Lessor with respect to the leasing of the Equipment. To the
extent any of the terms and conditions set forth in this Rental Schedule
conflict with or are inconsistent with the Master Lease, this Rental Schedule
shall govern and control. No amendment, modification or waiver of this Rental
Schedule or the Master Lease will be effective unless evidenced by a writing
signed by the party to be charged. This Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF the parties hereto have caused this Rental Schedule and
Acceptance Certificate to be executed and delivered by their duly authorized
representatives as of the date first above written.
AMERICAN FINANCE GROUP PACKAGING CORPORATION OF AMERICA
successor in interest to Lessee
AMERICAN FINANCE GROUP, INC.
Lessor
By /s/ Jim J. Franklin By /s/ R. Hanlon
----------------------------- -----------------------------------
Title Manager Title EXECUTIVE V.P.
-------------------------- --------------------------------
COUNTERPART NO. 1 OF 4 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS. TO THE
EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM
COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH THE TRANSFER AND
POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
<PAGE>
6/26/90 PACKAGING CORPORATION OF AMERICA Page 1
SCHEDULE A
<TABLE>
<CAPTION>
Vendor name Invoice number Unit cost Serial Number Eqpt. Manufacturer Eqpt. Model
- ---------------------- -------------- --------- ------------- ------------------ -----------
<S> <C> <C> <C> <C> <C>
Towlift 19321 11,235.00 5686481 Caterpillar T30D
Towlift 19322 1,184.43 W83579 Crown GPW
==========
TOTAL EQUIPMENT COST: $12,419.43
<CAPTION>
Eqpt. Type Street City State Zip Code Acceptance Date Rental schedule
- ---------- ------------ ------- ----- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
FORKLIFT 777 St Clair St Mentor OH 44060 5/18/90 B-23
PALLET TRUC 777 St Clair St Mentor OH 44060 5/18/90 B-23
</TABLE>
<PAGE>
PACKAGING CORPORATION OF AMERICA
EXHIBIT 1 TO RENTAL SCHEDULE B-23
CASUALTY VALUES
(Stated as Percentage of Equipment Cost)
AFTER AFTER
PRIMARY PRIMARY
TERM CASUALTY TERM CASUALTY
PAYMENT NO. VALUE PAYMENT NO. VALUE
----------- -------- ----------- --------
Prior to 1 112.00
1 111.32 31 86.05
2 110.63 32 85.02
3 109.93 33 83.98
4 109.22 34 82.92
5 108.51 35 81.85
6 107.78 36 80.77
7 107.04 37 79.67
8 106.30 38 78.55
9 105.54 39 77.43
10 104.77 40 76.28
11 103.99 41 75.12
12 103.21 42 73.95
13 102.41 43 72.76
14 101.60 44 71.55
15 100.78 45 70.33
16 99.95 46 69.09
17 99.10 47 67.83
18 98.25 48 66.56
19 97.39 49 65.27
20 96.51 50 63.97
21 95.62 51 62.64
22 94.72 52 61.30
23 93.81 53 59.94
24 92.88 54 58.56
25 91.94 55 57.17
26 91.00 56 55.75
27 90.03 57 54.32
28 89.06 58 52.87
29 88.07 59 51.40
30 87.07 60 50.00
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-30
This RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE, dated as of September 19,
1990, between American Finance Group, a Massachusetts general partnership and
successor in interest to American Finance Group, Inc. ("Lessor"), a
Massachusetts corporation and Packaging Corporation of America ("Lessee")
incorporates by reference the terms and conditions of Master Lease Agreement No.
8707ILG313 (the "Master Lease"). Lessor hereby leases to Lessee and Lessee
hereby leases from Lessor the following described items of Equipment for the
Lease Term and at the Basic Rent payable on the Payment Dates hereinafter set
forth, on the terms and conditions set forth in the Master Lease.
1. EQUIPMENT
Description
(Manufacturer,
Item Type, Model and Equipment Acceptance
No. Serial Number Cost Location Date
- ---- --------------- --------- -------- ----------
VARIOUS FORKLIFTS AND EQUIPMENT AS MORE FULLY DESCRIBED
ON THE ATTACHED SCHEDULE A AND VENDOR INVOICES See Schedule A
GRAND TOTAL EQUIPMENT COST: $36,832.00
----------
BILL TO: Packaging Corporation of America
6247 Pine Street
Burlington, WI 53105
2. LEASE TERM
The Lease Term is for an Interim Term commencing on the date of acceptance
of the Equipment for lease, as set forth in the attached Schedule A, and
continuing through and including September 30, 1990 and for a Primary Term of 60
months, commencing on October 1, 1990 and continuing through and including the
Expiration Date of September 30, 1995.
3. BASIC RENT. PAYMENT DATES.
Interim Term Basic Rent is due and payable in full on the first day of the
Primary Term. Basic Rent for the Primary Term is due and payable in 60 payments
of $678.33 each commencing on October 1, 1990 and continuing monthly in advance
thereafter, through and including September 1, 1995.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-30
PAGE TWO
Interim Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Per Diem Lease Rate set forth below and multiplying the product by
the number of days in the Interim Term. Primary Term Basic Rent is computed by
multiplying the Total Equipment Cost by the Periodic Lease Rate set forth below.
Per Diem Lease Rate: .000614
Periodic Lease Rate: .018417
4. SPECIAL MAINTENANCE AND RETURN CONDITIONS. In furtherance, and not in
limitation of, the use, maintenance and return conditions for the Equipment set
forth in Sections 4 and 11 of the Master Lease, Lessee hereby agrees to return
the Equipment to Lessor in accordance with all of the terms and conditions of
the Master Lease and in compliance with the following special return conditions:
1. When loaded to its rated capacity, each Unit shall:
(a) Start under its own power and idle without water or fuel
leaks.
(b) Move through its normal speed ranges in both forward and
reverse, in normal operating manner.
(c) Steer normally right and left in both forward and reverse.
(d) Be able to stop with its service brakes within a safe
distance, in both forward and reverse.
(e) Lift, lower, and tilt normally with and without a load a
minimum of three (3) times. Carriage, lift chains and channel
assembly shall be in working condition, normal wear and tear
excepted.
(f) Electric trucks, if purchased with batteries, must be returned
with batteries that are capable of sustaining a charge that
will permit use of the equipment for an eight (8) hour shift.
(g) All motors shall operate without arcing and/or sparking.
2. Each Unit's attachment(s), if any, shall perform all of its required
functions, and each Unit's horn, parking brake, and lights shall be
operational.
3. The Units shall, on average, have tires with at least fifty percent
(50%) remaining tread.
4. Each Unit shall be complete with all originally-installed parts and
pieces.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-30
PAGE THREE
5. TAX INDEMNITY
Lessee acknowledges that this Rental Schedule and the Master Lease
Agreement has been entered into on the basis that Lessor shall be entitled for
federal and state income tax purposes (i) to claim the deductions for
depreciation on the total original cost of the Equipment pursuant to the
Accelerated Cost Recovery System under Section 168 of the Internal Revenue Code
of 1986, as amended ("Code") or for state income tax purposes, any other
depreciation deduction method that is permitted by certain state law; and (ii)
to claim under Section 163 of the Code a tax deduction for the full amount of
any interest paid by Lessor or accrued under Lessor's method of tax accounting
on any indebtedness secured by the Equipment (hereinafter referred to
collectively as the "Tax Benefits"). Lessee agrees to fully indemnify Lessor for
any loss, disallowance, unavailability or recapture of the Tax Benefits as a
result of any act, omission, misrepresentation or failure to act by Lessee, any
sublessee, or any other person authorized by the Lessee to use or maintain the
Equipment. If Lessor shall lose, shall not have the right to claim, or if there
shall be disallowed or recaptured, all or any portion of such Tax Benefits,
Lessee shall pay to Lessor as additional rent (a) an amount equal to the value,
determined at the highest marginal tax rate on a present value basis discounted
at the Lessor's then current cost of funds, of the Tax Benefits so disallowed or
made unavailable plus (b) all interest, penalties, or additions to tax resulting
from such loss, disallowance, unavailability or recapture of any of the
foregoing, plus (c) all taxes required to by paid by the Lessor, its successors,
assigns, or affiliates under any federal, state and local law upon receipt of
any of the indemnifications set forth in this Section.
6. ACCEPTANCE CERTIFICATE
Lessee hereby represents, warrants and certifies (a) that the Equipment
described herein has been delivered to and inspected and found satisfactory by
Lessee and is accepted for Lease by Lessee under this Rental Schedule and the
Master Lease as incorporated herein by reference, as of the Acceptance Date set
forth above; (b) all items of Equipment are new and unused as of the Acceptance
Date, except as otherwise specified above, and (c) the representations and
warranties of Lessee set forth in the Master Lease are true and correct as of
the date hereof.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-30
PAGE FOUR
7. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Rental Schedule and the Master Lease constitute the entire agreement
between Lessee and Lessor with respect to the leasing of the Equipment. To the
extent any of the terms and conditions set forth in this Rental Schedule
conflict with or are inconsistent with the Master Lease, this Rental Schedule
shall govern and control. No amendment, modification or waiver of this Rental
Schedule or the Master Lease will be effective unless evidenced by a writing
signed by the party to be charged. This Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF the parties hereto have caused this Rental Schedule and
Acceptance Certificate to be executed and delivered by their duly authorized
representatives as of the date first above written.
AMERICAN FINANCE GROUP PACKAGING CORPORATION OF AMERICA
successor in interest to Lessee
AMERICAN FINANCE GROUP, INC.
Lessor
By /s/ Jim J. Franklin By /s/ R. Hanlon
----------------------------- -----------------------------------
Title Manager Title EXEC V.P.
-------------------------- --------------------------------
<PAGE>
PACKAGING CORPORATION OF AMERICA
EXHIBIT 1 TO RENTAL SCHEDULE B-30
CASUALTY VALUES
(Stated as Percentage of Equipment Cost)
AFTER AFTER
PRIMARY PRIMARY
TERM CASUALTY TERM CASUALTY
PAYMENT NO. VALUE PAYMENT NO. VALUE
----------- -------- ----------- --------
Prior to 1 112.00
1 111.32 31 86.01
2 110.63 32 84.98
3 109.92 33 83.93
4 109.21 34 82.88
5 108.49 35 81.81
6 107.77 36 80.72
7 107.03 37 79.62
8 106.28 38 78.51
9 105.52 39 77.38
10 104.75 40 76.24
11 103.97 41 75.08
12 103.18 42 73.90
13 102.38 43 72.72
14 101.57 44 71.51
15 100.75 45 70.29
16 99.91 46 69.05
17 99.07 47 67.80
18 98.22 48 66.53
19 97.35 49 65.24
20 96.47 50 63.93
21 95.58 51 62.61
22 94.68 52 61.27
23 93.77 53 59.92
24 92.84 54 58.54
25 91.90 55 57.15
26 90.95 56 55.74
27 89.99 57 54.31
28 89.01 58 52.86
29 88.02 59 51.39
30 87.02 60 50.00
<PAGE>
6/26/90 PACKAGING CORPORATION OF AMERICA Page 1
<TABLE>
<CAPTION>
Vendor name Invoice number Unit cost Serial Number Eqpt. Manuf Eqpt. Model
- ---------------------- -------------- --------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Milwaukee Engine [ILLEGIBLE] 36,832.00 [ILLEGIBLE] Hyster [ILLEGIBLE]
==========
$36,832.00 = TOTAL EQUIPMENT COST PER RENTAL SCHEDULE
<CAPTION>
Eqpt. Type Street City State Zip Code Acceptance Date Rental schedule
- ---------- ------------ ------- ----- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
FORKLIFT 6247 Pine St Barrington WI 53105 9/05/90 B-30
</TABLE>
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-17
This RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE, dated as of March 16,
1990, between American Finance Group, a Massachusetts general partnership and
successor in interest to American Finance Group, Inc. ("Lessor"), a
Massachusetts corporation and Packaging Corporation of America ("Lessee")
incorporates by reference the terms and conditions of Master Lease Agreement No.
8707ILG313 (the "Master Lease"). Lessor hereby leases to Lessee and Lessee
hereby leases from Lessor the following described items of Equipment for the
Lease Term and at the Basic Rent payable on the Payment Dates hereinafter set
forth, on the terms and conditions set forth in the Master Lease.
1. EQUIPMENT
Description
(Manufacturer,
Item Type, Model and Equipment Acceptance
No. Serial Number) Cost Location Date
- ---- -------------- --------- -------- ----------
VARIOUS FORKLIFTS AND EQUIPMENT AS MORE FULLY DESCRIBED
ON THE ATTACHED SCHEDULE A AND INVOICES See Schedule A
GRAND TOTAL EQUIPMENT COST: $99,638.33
----------
BILL TO: Packaging Corporation of America
1002 Missouri Avenue
Omaha, NE 68107
2. LEASE TERM
The Lease Term is for an Interim Term commencing on the date of acceptance
of the Equipment for lease, as set in the attached Schedule A, and continuing
through and including March 31, 1990 and for a Primary Term of 60 months,
commencing on April 1, 1990 and continuing through and including the Expiration
Date of March 31, 1995.
3. BASIC RENT. PAYMENT DATES.
Interim Term Basic Rent is due and payable in full on the first day of the
Primary Term. Basic Rent for the Primary Term is due and payable in 60 payments
of $1,823.38 each commencing on April 1, 1990 and continuing monthly in advance
thereafter, through and including March 1, 1995.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-17
PAGE TWO
Interim Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Per Diem Lease Rate set forth below and multiplying the product by
the number of days in the Interim Term. Primary Term Basic Rent is computed by
multiplying the Total Equipment Cost by the Periodic Lease Rate set forth below.
Per Diem Lease Rate: .000610
Periodic Lease Rate: .018300
4. SPECIAL MAINTENANCE AND RETURN CONDITIONS. In furtherance, and not in
limitation of, the use, maintenance and return conditions for the Equipment set
forth in Sections 4 and 9 of the Master Lease, Lessee hereby agrees to return
the Equipment to Lessor in accordance with all of the terms and conditions of
the Master Lease and in compliance with the following special return conditions:
1. When loaded to its rated capacity, each Unit shall:
(a) Start under its own power and idle without water or fuel
leaks.
(b) Move through its normal speed ranges in both forward and
reverse, in normal operating manner.
(c) Steer normally right and left in both forward and reverse.
(d) Be able to stop with its service brakes within a safe
distance, in both forward and reverse.
(e) Lift, lower, and tilt normally with and without a load a
minimum of three (3) times. Carriage, lift chains and channel
assembly shall be in working condition, normal wear and tear
excepted.
(f) Electric trucks, if purchased with batteries, must be returned
with batteries that are capable of sustaining a charge that
will permit use of the equipment for an eight (8) hour shift.
(g) All motors shall operate without arcing and/or sparking.
2. Each Unit's attachment(s), if any, shall perform all of its required
functions, and each Unit's horn, parking brake, and lights shall be
operational.
3. The Units shall, on average, have tires with at least fifty percent
(50%) remaining tread.
4. Each Unit shall be complete with all originally-installed parts and
pieces.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-17
PAGE THREE
5. TAX INDEMNITY
Lessee acknowledges that this Rental Schedule and the Master Lease
Agreement has been entered into on the basis that Lessor shall be entitled for
federal and state income tax purposes (i) to claim the deductions for
depreciation on the total original cost of the Equipment pursuant to the
Accelerated Cost Recovery System under Section 168 of the Internal Revenue Code
of 1986, as amended ("Code") or for state income tax purposes, any other
depreciation deduction method that is permitted by certain state law; and (ii)
to claim under Section 163 of the Code a tax deduction for the full amount of
any interest paid by Lessor or accrued under Lessor's method of tax accounting
on any indebtedness secured by the Equipment (hereinafter referred to
collectively as the "Tax Benefits"). Lessee agrees to fully indemnify Lessor for
any loss, disallowance, unavailability or recapture of the Tax Benefits as a
result of any act, omission, misrepresentation or failure to act by Lessee, any
sublessee, or any other person authorized by the Lessee to use or maintain the
Equipment. If Lessor shall lose, shall not have the right to claim, or if there
shall be disallowed or recaptured, all or any portion of such Tax Benefits,
Lessee shall pay to Lessor as additional rent (a) an amount equal to the value,
determined at the highest marginal tax rate on a present value basis discounted
at the Lessor's then current cost of funds, of the Tax Benefits so disallowed or
made unavailable plus (b) all interest, penalties, or additions to tax resulting
from such loss, disallowance, unavailability or recapture of any of the
foregoing, plus (c) all taxes required to by paid by the Lessor, its successors,
assigns, or affiliates under any federal, state and local law upon receipt of
any of the indemnifications set forth in this Section.
6. ACCEPTANCE CERTIFICATE
Lessee hereby represents, warrants and certifies (a) that the Equipment
described herein has been delivered to and inspected and found satisfactory by
Lessee and is accepted for Lease by Lessee under this Rental Schedule and the
Master Lease as incorporated herein by reference, as of the Acceptance Date set
forth above; (b) all items of Equipment are new and unused as of the Acceptance
Date, except as otherwise specified above, and (c) the representations and
warranties of Lessee set forth in the Master Lease are true and correct as of
the date hereof.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-17
PAGE FOUR
7. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Rental Schedule and the Master Lease constitute the entire agreement
between Lessee and Lessor with respect to the leasing of the Equipment. To the
extent any of the terms and conditions set forth in this Rental Schedule
conflict with or are inconsistent with the Master Lease, this Rental Schedule
shall govern and control. No amendment, modification or waiver of this Rental
Schedule or the Master Lease will be effective unless evidenced by a writing
signed by the party to be charged. This Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF the parties hereto have caused this Rental Schedule and
Acceptance Certificate to be executed and delivered by their duly authorized
representatives as of the date first above written.
AMERICAN FINANCE GROUP PACKAGING CORPORATION OF AMERICA
successor in interest to Lessee
AMERICAN FINANCE GROUP, INC.
Lessor
By /s/ [ILLEGIBLE] By /s/ R. Hanlon
----------------------------- -----------------------------------
Title Vice President Title Sr. V.P.
-------------------------- --------------------------------
COUNTERPART NO. 1 OF 3 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS. TO THE
EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM
COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH THE TRANSFER AND
POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
<PAGE>
3/16/90 PACKAGING CORPORATION OF AMERICA Page 1
RENTAL SCHEDULE A-17
SCHEDULE A
<TABLE>
<CAPTION>
Acceptance Date Vendor name Invoice number Unit cost Serial Number Eqpt. Manufacturer Eqpt. Model Eqpt. Type
- --------------- ----------- -------------- --------- ------------- ------------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
11/28/89 Hyster Company 41092 49,801.19 D004V03269K Hyster S120XLS FORKLIFT
1/01/90 Reikes Equipment Co 65906/65907 16,612.38 485822 Yale GLC040 FORKLIFT
1/01/90 Reikes Equipment Co 65906/65907 16,612.38 485823 Yale GLC040 FORKLIFT
1/01/90 Reikes Equipment Co 65906/65907 16,612.38 485824 Yale GLC040 FORKLIFT
==========
Total Equipment Cost: $99,638.33
</TABLE>
<PAGE>
PACKAGING CORPORATION OF AMERICA
EXHIBIT 1 TO RENTAL SCHEDULE A-17
CASUALTY VALUES
(Stated as Percentage of Equipment Cost)
AFTER AFTER
PRIMARY PRIMARY
TERM CASUALTY TERM CASUALTY
PAYMENT NO. VALUE PAYMENT NO. VALUE
----------- -------- ----------- --------
Prior to 1 112.00
1 111.32 31 86.05
2 110.63 32 85.02
3 109.93 33 83.98
4 109.22 34 82.92
5 108.51 35 81.85
6 107.78 36 80.77
7 107.04 37 79.67
8 106.30 38 78.55
9 105.54 39 77.43
10 104.77 40 76.28
11 103.99 41 75.12
12 103.21 42 73.95
13 102.41 43 72.76
14 101.60 44 71.55
15 100.78 45 70.33
16 99.95 46 69.09
17 99.10 47 67.83
18 98.25 48 66.56
19 97.39 49 65.27
20 96.51 50 63.97
21 95.62 51 62.64
22 94.72 52 61.30
23 93.81 53 59.94
24 92.88 54 58.56
25 91.94 55 57.17
26 91.00 56 55.75
27 90.03 57 54.32
28 89.06 58 52.87
29 88.07 59 51.40
30 87.07 60 50.00
<PAGE>
EXHIBIT 11
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-31
This RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE, dated as of December 19,
1990, between American Finance Group, a Massachusetts general partnership and
successor in interest to American Finance Group, Inc. ("Lessor"), a
Massachusetts corporation and Packaging Corporation of America ("Lessee")
Incorporates by reference the terms and conditions of Master Lease Agreement No.
8707ILG313 (the "Master Lease"). Lessor hereby leases to Lessee and Lessee
hereby leases from Lessor the following described items of Equipment for the
Lease Term and at the Basic Rent payable on the Payment Dates hereinafter set
forth, on the terms and conditions set forth in the Master Lease.
1. EQUIPMENT
Description
(Manufacturer,
Item Type, Model and Equipment Acceptance
No. Serial Number) Cost Location Date
- ---- --------------- --------- -------- ----------
VARIOUS FORKLIFTS AND EQUIPMENT AS MORE FULLY DESCRIBED
ON THE ATTACHED SCHEDULE A AND VENDOR INVOICES See Schedule A
GRAND TOTAL EQUIPMENT COST: $52,756.00
BILL TO: Packaging Corporation of America
1530 Fruitville Pk
Lancaster, PA 17601
2. LEASE TERM
The Lease Term is for an Interim Term commencing on the date of acceptance
of the Equipment for lease, as set forth in the attached Schedule A, and
continuing through and including December 31, 1990 and for a Primary Term of 60
months, commencing on January 1, 1991 and continuing through and including the
Expiration Date of December 31, 1995.
3. BASIC RENT. PAYMENT DATES.
Interim Term Basic Rent is due and payable in full on the first day of the
Primary Term. Basic Rent for the Primary Term is due and payable in 60 payments
of $947.68 each commencing on January 1, 1991 and continuing monthly in advance
thereafter, through and including December 1, 1995.
Interim Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Per Diem Lease Rate set forth below and multiplying the product by
the number of days in the Interim Term. Primary Term Basic Rent is computed by
multiplying the Total Equipment Cost by the Periodic Lease Rate set forth below.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-31
PAGE TWO
Per diem Lease Rate: .000599
Periodic Lease Rate: .01796341
4. SPECIAL MAINTENANCE AND RETURN CONDITIONS. In furtherance, and not in
limitation of, the use, maintenance and return conditions for the Equipment set
forth in Sections 4 and 11 of the Master Lease, Lessee hereby agrees to return
the Equipment to Lessor in accordance with all of the terms and conditions of
the Master Lease and in compliance with the following special return conditions:
1. When loaded to its rated capacity, each Unit shall:
(a) Start under its own power and idle without water or fuel
leaks.
(b) Move through its normal speed ranges in both forward and
reverse, in normal operating manner.
(c) Steer normally right and left in both forward and reverse.
(d) Be able to stop with its service brakes within a safe
distance, in both forward and reverse.
(e) Lift, lower, and tilt normally with and without a load a
minimum of three (3) times. Carriage, lift chains and channel
assembly shall be in working condition, normal wear and tear
excepted.
(f) Electric trucks, if purchased with batteries, must be returned
with batteries that are capable of sustaining a charge that
will permit use of the equipment for an eight (8) hour shift.
(g) All motors shall operate without arcing and/or sparking.
2. Each Unit's attachment(s), if any, shall perform all of its required
functions, and each Unit's horn, parking brake, and lights shall be
operational.
3. The Units shall, on average, have tires with at least fifty percent
(50%) remaining tread.
4. Each Unit shall be complete with all originally-installed parts and
pieces.
5. TAX INDEMNITY
Lessee acknowledges that this Rental Schedule and the Master Lease
Agreement has been entered into on the basis that Lessor shall be entitled for
federal and state income tax purposes (i) to claim the deductions for
depreciation on the total original cost of the Equipment pursuant to the
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-31
PAGE THREE
Accelerated Cost Recovery System under Section 168 of the Internal Revenue Code
of 1986, as amended ("Code") or for state income tax purposes, any other
depreciation deduction method that is permitted by certain state law; and (ii)
to claim under Section 163 of the Code a tax deduction for the full amount of
any interest paid by Lessor or accrued under Lessor's method of tax accounting
on any indebtedness secured by the Equipment (hereinafter referred to
collectively as the "Tax Benefits"). Lessee agrees to fully indemnify Lessor for
any loss, disallowance, unavailability or recapture of the Tax Benefits as the
result of any act, omission, misrepresentation or failure to act by Lessee, any
sublessee, or any other person authorized by the Lessee to use or maintain the
Equipment. If Lessor shall lose, shall not have the right to claim, or if there
shall be disallowed or recaptured, all or any portion of such Tax Benefits,
Lessee shall pay to Lessor as additional rent (a) an amount equal to the value,
determined at the highest marginal tax rate on a present value basis discounted
at the Lessor's then current cost of funds, of the Tax Benefits so disallowed or
made unavailable plus (b) all interest, penalties, or additions to tax resulting
from such loss, disallowance, unavailability or recapture of any of the
foregoing, plus (c) all taxes required to by paid by the Lessor, its successors,
assigns, or affiliates under any federal, state and local law upon receipt of
any of the indemnifications set forth in this Section.
6. ACCEPTANCE CERTIFICATE
Lessee hereby represents, warrants and certifies (a) that the Equipment
described herein has been delivered to and inspected and found satisfactory by
Lessee and is accepted for Lease by Lessee under this Rental Schedule and the
Master Lease as incorporated herein by reference, as of the Acceptance Date set
forth above; (b) all items of Equipment are new and unused as of the Acceptance
Date, except as otherwise specified above, and (c) the representations and
warranties of Lessee set forth in the Master Lease are true and correct as of
the date hereof.
7. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Rental Schedule and the Master Lease constitute the entire agreement
between Lessee and Lessor with respect to the leasing of the Equipment. To the
Extent any of the terms and conditions set forth in this Rental Schedule
conflict with or are inconsistent with the Master Lease, this Rental Schedule
shall govern and control. No amendment, modification or waiver of this Rental
Schedule or the Master Lease will be effective unless evidenced by a writing
signed by the party to be charged. This Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
Instrument.
<PAGE>
RENTAL SCHEDULE
AND
ACCEPTANCE CERTIFICATE
NO. B-31
PAGE FOUR
IN WITNESS WHEREOF the parties hereto have caused this Rental Schedule and
Acceptance Certificate to be executed and delivered by their duly authorized
representatives as of the date first above written.
AMERICAN FINANCE GROUP PACKAGING CORPORATION OF AMERICA
successor in interest to Lessee
AMERICAN FINANCE GROUP, INC.
Lessor
By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
------------------------- ------------------------------
Title Manager Title
---------------------- ---------------------------
COUNTERPART NO 1 OF 4 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS. TO THE
EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM
COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH THE TRANSFER AND
POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.
<PAGE>
12/19/90 PACKAGING CORPORATION SCHEDULE A Page 1
<TABLE>
<CAPTION>
Vendor name Invoice number Unit cost Serial Number Eqpt. Manufacturer Eqpt. Model Eqpt. Type
- ----------------- -------------- ---------- ------------- ------------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
United Lift Truck 41947 52,756.00 D094V807SL Hyster S12CXL FORKLIFT
==========
$52,756.00 : TOTAL PER SCHEDULE
<CAPTION>
Street City State Zip Code Acceptance Date
- ------------------ --------- ----- -------- ---------------
<S> <C> <C> <C> <C>
1530 Fruitville Pk Lancaster PA 17601 10/10/90
</TABLE>
<PAGE>
PACKAGING CORPORATION
EXHIBIT ONE
RENTAL SCHEDULE B-31
(Stated as Percentage of Equipment Cost)
AFTER
PRIMARY
TERM CASUALTY
PAYMENT NO. VALUE
----------- --------
Prior to 1 112.00
1 111.37
2 110.74
3 110.09
4 109.44
5 108.78
6 108.11
7 107.43
8 106.75
9 106.05
10 105.34
11 104.63
12 103.90
13 103.17
14 102.42
15 101.67
16 100.90
17 100.13
18 99.34
19 98.54
20 97.74
21 96.92
22 96.09
23 95.25
24 94.40
25 93.54
26 92.67
27 91.78
28 90.88
29 89.97
30 89.05
<PAGE>
PACKAGING CORPORATION
EXHIBIT ONE
RENTAL SCHEDULE B-31
(Stated as Percentage of Equipment Cost)
AFTER
PRIMARY
TERM CASUALTY
PAYMENT NO. VALUE
----------- --------
31 88.12
32 87.17
33 86.22
34 85.24
35 84.26
36 83.26
37 82.25
38 81.23
39 80.19
40 79.14
41 78.07
42 76.99
43 75.90
44 74.79
45 73.67
46 72.53
47 71.38
48 70.21
49 69.02
50 67.82
51 66.61
52 65.38
53 64.13
54 62.86
55 62.58
56 60.28
57 58.97
58 57.63
59 56.28
60 55.00
<PAGE>
EXHIBIT 12
RENEWAL RENTAL SCHEDULE NO. B-34RN1 (the "Renewal Rental Schedule")
DATED AS OF FEBRUARY 7, 1996
TO MASTER LEASE AGREEMENT NO. 8707ILG313 (the "Master Lease")
DATED AS OF JULY 1, 1987
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-D PACKAGING CORPORATION OF AMERICA
LIMITED PARTNERSHIP 1603 ORRINGTON AVENUE
c/o AMERICAN FINANCE GROUP EVANSTON, IL 60204
98 NORTH WASHINGTON STREET
BOSTON, MA 02114
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Finance Group, as lessor,
lessor's interest therein having been previously sold and assigned to the
above-referenced Lessor and Lessee incorporates by reference the terms and
conditions of the Master Lease. Lessor hereby leases to Lessee and Lessee hereby
leases from Lessor those items of Equipment described on the attached Schedule
B, for the Renewal Lease Term and at the Renewal Term Basic Rent payable on the
Payment Dates hereinafter set forth on the attached Schedule A, on the terms and
conditions set forth in the Master Lease.
2. BASIC RENT.
Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.
3. STIPULATED LOSS VALUE.
Notwithstanding the provision of the Master Lease, the Stipulated Loss
Value for the Equipment during the Renewal Lease Term shall be equal to
$9,442.40.
4. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
This Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Renewal Rental Schedule shall
govern and control. No amendment, modification or waiver of this Renewal Rental
Schedule or the Master Lease will be effective unless evidenced by a writing
signed by the party to be charged. This Renewal Rental Schedule may be executed
in counterparts, all of which together shall constitute one and the same
instrument.
<PAGE>
RENEWAL RENTAL SCHEDULE NO. B-34RN1
PAGE TWO
The undersigned, being the duly authorized representative of the Lessee, hereby
certifies that the items of Equipment described on the attached Schedule B have
been duly delivered to the Lessee in good order and duly inspected and accepted
by the Lessee as conforming in all respects with the requirements and provisions
of the Master Lease, as of the Renewal Term Commencement Date stated on the
attached Schedule A.
AMERICAN INCOME PARTNERS V-D PACKAGING CORPORATION OF AMERICA
LIMITED PARTNERSHIP Lessee
Lessor
By: AFG Leasing IV Incorporated
Title: General Partner
By: /s/ Gail [Illegible] By: /s/ [Illegible]
---------------------------- ------------------------------
Title: Manager Title: Dir. Of Purchasing
------------------------- ---------------------------
Date: 3/15/96 Date: 3/5/96
-------------------------- ----------------------------
COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1
<PAGE>
LLR40D-01 AMERICAN FINANCE GROUP
Schedule A - Rental Schedule Economics
LESSEE: PACKAGING CORPORATION OF AMERICA
LESSOR: AMERICAN FINANCE GROUP, INC.
RENTAL SCHEDULE: B-34RN1
LEASE TERM (months): 12
PRIMARY START DATE: 4/01/1996
LEASE EXPIRATION DATE: 3/31/1997
PAYMENT FREQUENCY: MONTHLY
ADVANCE/ARREARS: ADVANCE
LEASE RATE: .016309400
PER DIEM LEASE RATE: .000543647
PERIODIC RENT: $280.00
NUMBER OF PAYMENTS: 12
TOTAL INTERIM RENT: $.00
PAYMENT COMMENCEMENT DATE: 4/01/1996
TOTAL EQUIPMENT COST: $17,168.00
DOCUMENTATION FEE:
-------------------
/s/ [Illegible] LESSEE INITIALS
- ---------------------
LESSOR INITIALS
- ---------------------
ATF#: PCA-AIP
<PAGE>
L2R13D AMERICAN FINANCE GROUP 2/06/96 9:21:22 PAGE 1
ASSET ACTIVITY CHECKLIST REPORT
PREPARED BY: SANDRA MIRRA
APPROVALS: /s/ [Illegible] /
----------------- -------------------
TYPE OF TRANSACTION
(X) RENEWAL LEASE ( ) CASUALTY AT STIPULATED LOSS VALUE
( ) SALE TO ORIGINAL USER ( ) EARLY TERMINATION
( ) SALE TO THIRD PARTY USER ( ) WAREHOUSE OF ASSETS
( ) OTHER
--------------------------
PRIMARY TERM DATA
ORIGINAL LESSEE PACKAGING CORPORATION OF AMERICA
STREET ADDRESS 1 1603 ORRINGTON AVE
STREET ADDRESS 2
CITY, STATE, ZIP EVANSTON IL 60204
CONTACT NAME GEORGE LUBNIEWSKI
PHONE NUMBER 708-492-6977 FAX NUMBER 708-492-4452
MASTER LEASE NUMBER 8707ILG313
LEASE DATE 7/01/1987
RENTAL SCHEDULE B-34
START DATE 1/01/1991
EXPIRATION DATE 12/31/1995
PAYMENT FREQUENCY M/ADV
LEASE RATE FACTOR .017963410
ASSUMED DEBT RATE 9.2000
TREASURY RATE 7.70
LENDER/LOAN NUMBER
EQUITY OWNER(S) 1054
100.000000000
1 (/s/ [Illegible]) ORIGINAL TITLES 3 (X) STOP BILL FORM
2 ( ) PRODUCE IRR REPORT 4 (N/A) COLLATERAL DOCS REQUESTED
I. WAREHOUSE DATA (SEE ATTACHED EQUIPMENT LIST)
WAREHOUSE COST $__________________
DATE WAREHOUSED STOP BILL DATE
------------------ ---------------
<PAGE>
L2R13D AMERICAN FINANCE GROUP 2/06/96 9:21:22 PAGE 2
ASSET ACTIVITY CHECKLIST REPORT
II. EQUIPMENT SALE DATA (SEE ATTACHED EQUIPMENT AND PRICE LIST)
NEW LESSEE OR BUYER
STREET ADDRESS 1
STREET ADDRESS 2
CITY, STATE, ZIP
CONTACT NAME
PHONE NUMBER FAX NUMBER
SALE TYPE BS LS OS RS
TAX EXEMPTION STATUS YES NO EXEMPTION NUMBER
TOTAL SALE PRICE $__________________ BROKERAGE FEE $__________________
SALE DATE/STOP BILL DATE __________________
1 ( ) CREATE MEMO CODE 6 ( ) CHANGE MEMO CODE
2 ( ) AS/400 INPUT 7 ( ) REMOVE RS COUNTERPART
3 ( ) MISCELLANEOUS INVOICE IF ALL ASSETS ARE SOLD
4 ( ) PRODUCE DOCUMENTS/SEND TO BUYER 8 ( ) PREP FOR SCANNING
5 ( ) RECEIPT OF PAYMENT 9 ( ) FINAL DOCUMENTS TO BUYER
III. [Circled] RENEWAL DATA (ATF MAY NEED TO BE CREATED)
NEW RENTAL SCHEDULE B-34RN1 TERM One Year
--------------- ----------------
START DATE 5/1/96 EXPIRATION DATE 4/30/97
--------------- ----------------
PAYMENT FREQUENCY M/ADV [Circled] Q/ADV S/ADV A/ADV M/ARR
Q/ARR S/ARR A/ARR
STIPULATED LOSS VALUE $ 9,442.40 LRF/RENT $ .0163094280
--------------- ----------------
SEND DOCUMENTS TO LESSEE END OF LEASE OPTIONS Some
--------------- ----------------
1 (X) AS/400 INPUT 5 (X) ACTIVATION REPORT
2 (X) UPDATE EQUITY OWNER 6 (X) PREP FOR SCANNING
3 (X) PRODUCE DOCUMENTS/SEND TO LESSEE 2/7/96 7 (X) FINAL DOCUMENTS TO LESSEE
4 (X) REQUEST UPDATED INSURANCE
IV. NOTES, COMMENTS AND OTHER INFORMATION
------------------------------------------------------------
------------------------------------------------------------
<PAGE>
L2R14D AMERICAN FINANCE GROUP 2/06/96 9:21:24 PAGE 1
ASSET ACTIVITY REPORT - EQUIPMENT DESCRIPTION
LESSEE: PACKAGING CORPORATION OF AMERICA
RENTAL SCHEDULE: B-34
<TABLE>
<CAPTION>
Asset Equipment Cost Serial Number Manufacturer Model Type Status Bill Code
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
0013001 17,168.00 A187V13971K HYSTER S50XL FORKLIFT LEASE PA001
-------------
17,168.00 Total for Location 1816 OLD HEMSTEAD RD LANCASTER PA 17604 CODE PA002
-------------
-------------
17,168.00 Total Equipment Cost
</TABLE>
** END OF REPORT **
<PAGE>
RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. A891112101RN1
(the "Renewal Rental Schedule") DATED AS OF MARCH 1, 1997
TO MASTER LEASE AGREEMENT DATED AS OF MARCH 1, 1989 (THE "MASTER LEASE")
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-D MOBIL OIL CORPORATION
LIMITED PARTNERSHIP PAULSBORO REFINERY
C/O EQUIS FINANCIAL GROUP P0 BOX 430
98 NORTH WASHINGTON STREET PAULSBORO, NJ 08066
BOSTON, MA 02114
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Income Partners V-D Limited
Partnership, as Lessor, Lessor's interest therein having been previously sold
and assigned by American Finance Group and Lessee incorporates by reference the
terms and conditions of the Master Lease. Lessor hereby leases to Lessee and
Lessee hereby leases from Lessor those items of Equipment described on the
attached Schedule B, for the Renewal Lease Term and at the Renewal Term Basic
Rent payable on the Payment Dates hereinafter set forth on the attached Schedule
A, on the terms and conditions set forth in the Master Lease.
2. BASIC RENT.
Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.
3. SPECIAL MAINTENANCE, RETURN CONDITIONS.
Notwithstanding anything contained in the Master Lease to the contrary, it
is agreed that, with respect to the titling, registration and relocation of the
Equipment, the following provisions shall apply:
Lessee will cause the Equipment to be properly and lawfully titled and
registered at all times in the name of AFG Trust in care of Lessee
reflecting as first lienholder the party designated by Lessor, from time
to time. Lessor hereby appoints Lessee as its agent and attorney-in-fact
for the express and limited purpose of effecting and maintaining such
titles and registrations. The Equipment is not to be removed from the
location specified on the attached Schedule B (other than on a temporary
basis in the normal course of Lessee's business) without the prior written
consent of Lessor, and in no event may the Equipment be moved (other than
on a temporary basis in the normal course of Lessee's business) to a
location outside the continental United States.
In Furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in the Master Lease, Lessee hereby agrees
to return the Equipment to Lessor in accordance with all of the terms and
conditions of the Master Lease and in compliance with the following return
conditions:
Each item of Equipment shall be in both good appearance and operating
condition, less reasonable wear and tear. Each unit and component of such unit
shall be capable of performing or meeting the manufacturer's minimum performance
specifications when new, including but not limited to, the drive motor,
transmission, steering system, electrical system, braking system, safety and
warning devices and attachments. No water, brake fluid, transmission fluid,
anti-freeze or fuel leaks will be present. All mechanical and electrical
equipment, including radios, heaters, air conditioners must be in proper
operating condition. Broken glass and body damage will be limited to $250.00 in
<PAGE>
RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. A891112101RN1
PAGE TWO
total. Lessee shall also de-identify each unit by properly removing any decals,
paint and all other Lessee markings.
Upon the expiration of the primary lease term, or any subsequent renewal
term(s), Lessee shall properly prepare and pack each item of equipment and ship,
freight and insurance prepaid, to a place designated by Lessor.
If any of the above conditions are not met, the Lessee has the option of
repairing the Equipment at his own expense, or if repairs are performed by
Lessor or Lessor's agent, Lessee shall pay any costs associated therewith.
4. STIPULATED LOSS VALUE
Notwithstanding the provisions of Section 7 of the Master Lease, the
Stipulated Loss Value for the Equipment during the renewal Lease Term shall be
equal to 50 percent of the Equipment Cost.
5. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
The Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Rental Schedule shall govern and
control. No Amendment, modification or waiver of this Renewal Rental Schedule or
the Master Lease will be effective unless evidenced in writing signed by the
party to be charged. This Renewal Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.
The undersigned, being the duly authorized representative of the Lessee,
hereby certifies that the items of Equipment described on the attached Schedule
B have been duly delivered to the Lessee in good order and duly inspected and
accepted by the Lessee as conforming in all respects with the requirements and
provisions of the Master Lease, as of the Renewal Term Commencement Date stated
on the attached Schedule A.
AMERICAN INCOME PARTNERS V-D MOBIL OIL CORPORATION
LIMITED PARTNERSHIP LESSEE
LESSOR
BY: /s/ [ILLEGIBLE] 4/2/97
BY: AFG LEASING IV INCORPORATED ----------------------------
TITLE: GENERAL PARTNER
TITLE: SOURCING SPECIALIST
BY: /s/ Gail Ofgant -------------------------
----------------------------
TITLE: VICE PRESIDENT
-------------------------
COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
1
<PAGE>
LLR4OD-01 EQUIS FINANCIAL GROUP 3/27/97 16:36:27 PAGE 1
Schedule A - Rental Schedule Economics
LESSEE: MOBIL OIL CORPORATION
LESSOR: EQUIS FINANCIAL GROUP
RENTAL SCHEDULE: A891112101RN1
LEASE TERM (months): 24
PRIMARY START DATE: 3/01/1997
LEASE EXPIRATION DATE: 2/28/1999
PAYMENT FREQUENCY: MONTHLY
ADVANCE/ARREARS: ADVANCE
LEASE RATE: .011599723
PER DIEM LEASE RATE: .000386657
PERIODIC RENT: $670.00
NUMBER OF PAYMENTS: 24
TOTAL INTERIM RENT: $.00
PAYMENT COMMENCEMENT DATE: 3/01/1997
TOTAL EQUIPMENT COST: $57,760.00
DOCUMENTATION FEE: $0.00
-----
JKE 4/2/97 LESSEE INITIALS
- ------------------------
GDO LESSOR INITIALS
- ------------------------
ATF#: M02-95RMKT
<PAGE>
LLR41D-01 EQUIS FINANCIAL GROUP 3/27/97 16:36:32 PAGE 1
Schedule B Equipment Description
LESSEE: MOBIL OIL CORPORATION
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: A891112101RN1
LESSOR: EQUIS FINANCIAL GROUP
<TABLE>
<CAPTION>
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
5,776.00 A1129833 FLAME WELDING LINCOLN SA-200 WELDER 3/01/1997
5,776.00 A1134733 FLAME WELDING LINCOLN SA-200 WELDER 3/01/1997
5,776.00 A1137031 FLAME WELDING LINCOLN SA-200 WELDER 3/01/1997
5,776.00 A1137033 FLAME WELDING LINCOLN SA-200 WELDER 3/01/1997
5,776.00 A1139426 FLAME WELDING LINCOLN SA-200 WELDER 3/01/1997
5,776.00 A1155504 FLAME WELDING LINCOLN SA-200 WELDER 3/01/1997
5,776.00 A1155506 FLAME WELDING LINCOLN SA-200 WELDER 3/01/1997
5,776.00 A1155508 FLAME WELDING LINCOLN SA-200 WELDER 3/01/1997
5,776.00 A1156102 FLAME WELDING LINCOLN SA-200 WELDER 3/01/1997
5,776.00 A1156107 FLAME WELDING LINCOLN SA-200 WELDER 3/01/1997
- -----------
57,760.00 Total for Location P0 BOX 430 PAULSBORO NJ 08066
===========
57,760.00 Total Equipment Cost
</TABLE>
<PAGE>
RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. B891112101RN1
(the "Renewal Rental Schedule") DATED AS OF MARCH 1, 1997
TO MASTER LEASE AGREEMENT DATED AS OF MARCH 1, 1989 (THE "MASTER LEASE")
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-D MOBIL OIL CORPORATION
LIMITED PARTNERSHIP PAULSBORO REFINERY
C/O EQUIS FINANCIAL GROUP P0 BOX 430
98 NORTH WASHINGTON STREET PAULSBORO, NJ 08066
BOSTON, MA 02114
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Income Partners V-D Limited
Partnership, as Lessor, Lessor's interest therein having been previously sold
and assigned by American Finance Group and Lessee incorporates by reference the
terms and conditions of the Master Lease. Lessor hereby leases to Lessee and
Lessee hereby leases from Lessor those items of Equipment described on the
attached Schedule B, for the Renewal Lease Term and at the Renewal Term Basic
Rent payable on the Payment Dates hereinafter set forth on the attached Schedule
A, on the terms and conditions set forth in the Master Lease.
2. BASIC RENT.
Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.
3. SPECIAL MAINTENANCE, RETURN CONDITIONS.
Notwithstanding anything contained in the Master Lease to the contrary, it
is agreed that, with respect to the titling, registration and relocation of the
Equipment, the following provisions shall apply:
Lessee will cause the Equipment to be properly and lawfully titled and
registered at all times in the name of AFG Trust in care of Lessee
reflecting as first lienholder the party designated by Lessor, from time
to time. Lessor hereby appoints Lessee as its agent and attorney-in-fact
for the express and limited purpose of effecting and maintaining such
titles and registrations. The Equipment is not to be removed from the
location specified on the attached Schedule B (other than on a temporary
basis in the normal course of Lessee's business) without the prior written
consent of Lessor, and in no event may the Equipment be moved (other than
on a temporary basis in the normal course of Lessee's business) to a
location outside the continental United States.
In Furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in the Master Lease, Lessee hereby agrees
to return the Equipment to Lessor in accordance with all of the terms and
conditions of the Master Lease and in compliance with the following return
conditions:
Each item of Equipment shall be in both good appearance and operating
condition, less reasonable wear and tear. Each unit and component of such unit
shall be capable of performing or meeting the manufacturer's minimum performance
specifications when new, including but not limited to, the drive motor,
transmission, steering system, electrical system, braking system, safety and
warning devices and attachments. No water, brake fluid, transmission fluid,
anti-freeze or fuel leaks will be present. All mechanical and electrical
equipment, including radios, heaters, air conditioners must be in proper
operating condition. Broken glass and body damage will be limited to $250.00 in
<PAGE>
RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. B891112101RN1
PAGE TWO
total. Lessee shall also de-identify each unit by properly removing any decals,
paint and all other Lessee markings.
Upon the expiration of the primary lease term, or any subsequent renewal
term(s), Lessee shall properly prepare and pack each item of equipment and ship,
freight and insurance prepaid, to a place designated by Lessor.
If any of the above conditions are not met, the Lessee has the option of
repairing the Equipment at his own expense, or if repairs are performed by
Lessor or Lessor's agent, Lessee shall pay any costs associated therewith.
4. STIPULATED LOSS VALUE
Notwithstanding the provisions of Section 7 of the Master Lease, the
Stipulated Loss Value for the Equipment during the renewal Lease Term shall be
equal to 50 percent of the Equipment Cost.
5. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
The Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Rental Schedule shall govern and
control. No Amendment, modification or waiver of this Renewal Rental Schedule or
the Master Lease will be effective unless evidenced in writing signed by the
party to be charged. This Renewal Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.
The undersigned, being the duly authorized representative of the Lessee,
hereby certifies that the items of Equipment described on the attached Schedule
B have been duly delivered to the Lessee in good order and duly inspected and
accepted by the Lessee as conforming in all respects with the requirements and
provisions of the Master Lease, as of the Renewal Term Commencement Date stated
on the attached Schedule A.
AMERICAN INCOME PARTNERS V-D MOBIL OIL CORPORATION
LIMITED PARTNERSHIP LESSEE
LESSOR
BY: /s/ [ILLEGIBLE] 4/2/97
BY: AFG LEASING IV INCORPORATED ----------------------------
TITLE: GENERAL PARTNER
TITLE: SOURCING SPECIALIST
BY: /s/ Gail Ofgant -------------------------
----------------------------
TITLE: VICE PRESIDENT
-------------------------
COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
1
<PAGE>
LLR4OD-01 EQUIS FINANCIAL GROUP 3/27/97 16:36:39 PAGE 1
Schedule A - Rental Schedule Economics
LESSEE: MOBIL OIL CORPORATION
LESSOR: EQUIS FINANCIAL GROUP
RENTAL SCHEDULE: B891112101RN1
LEASE TERM (months): 24
PRIMARY START DATE: 3/01/1997
LEASE EXPIRATION DATE: 2/28/1999
PAYMENT FREQUENCY: MONTHLY
ADVANCE/ARREARS: ADVANCE
LEASE RATE: .011626879
PER DIEM LEASE RATE: .000397563
PERIODIC RENT: $450.00
NUMBER OF PAYMENTS: 24
TOTAL INTERIM RENT: $ .00
PAYMENT COMMENCEMENT DATE: 3/01/1997
TOTAL EQUIPMENT COST: $38,703.42
DOCUMENTATION FEE: $0.00
-----
JKE 4/2/97 LESSEE INITIALS
- ------------------------
GDO LESSOR INITIALS
- ------------------------
ATF#: M02-95RMKT
<PAGE>
LLR41D-01 EQUIS FINANCIAL GROUP 3/27/97 16:36:41 PAGE 1
Schedule B Equipment Description
LESSEE: MOBIL OIL CORPORATION
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: B891112101RN1
LESSOR: EQUIS FINANCIAL GROUP
<TABLE>
<CAPTION>
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
4,974.92 A1155951 FLAME WELDING Lincoln D-10 WELDER 3/01/1997
4,974.92 A1155963 FLAME WELDING Lincoln D-10 WELDER 3/01/1997
4,974.92 A1157042 FLAME WELDING Lincoln D-1O WELDER 3/01/1997
4,974.92 A1157050 FLAME WELDING Lincoln D-10 WELDER 3/01/1997
4,974.92 A1157051 FLAME WELDING Lincoln D-10 WELDER 3/01/1997
13,828.82 A1152186 FLAME WELDING Lincoln SAM WELDER 3/01/1997
- -----------
38,703.42 Total for Location P0 BOX 430 PAULSBORO NJ 08066
===========
38,703.42 Total Equipment Cost
</TABLE>
<PAGE>
RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. C891112101RN1
(the "Renewal Rental Schedule") DATED AS OF MARCH 1, 1997
TO MASTER LEASE AGREEMENT DATED AS OF MARCH 1, 1989 (THE "MASTER LEASE")
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-D MOBIL OIL CORPORATION
LIMITED PARTNERSHIP PAULSBORO REFINERY
C/O EQUIS FINANCIAL GROUP P0 BOX 430
98 NORTH WASHINGTON STREET PAULSBORO, NJ 08066
BOSTON, MA 02114
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Income Partners V-D Limited
Partnership, as Lessor, Lessor's interest therein having been previously sold
and assigned by American Finance Group and Lessee incorporates by reference the
terms and conditions of the Master Lease. Lessor hereby leases to Lessee and
Lessee hereby leases from Lessor those items of Equipment described on the
attached Schedule B, for the Renewal Lease Term and at the Renewal Term Basic
Rent payable on the Payment Dates hereinafter set forth on the attached Schedule
A, on the terms and conditions set forth in the Master Lease.
2. BASIC RENT.
Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.
3. SPECIAL MAINTENANCE, RETURN CONDITIONS.
Notwithstanding anything contained in the Master Lease to the contrary, it
is agreed that, with respect to the titling, registration and relocation of the
Equipment, the following provisions shall apply:
Lessee will cause the Equipment to be properly and lawfully titled and
registered at all times in the name of AFG Trust in care of Lessee
reflecting as first lienholder the party designated by Lessor, from time
to time. Lessor hereby appoints Lessee as its agent and attorney-in-fact
for the express and limited purpose of effecting and maintaining such
titles and registrations. The Equipment is not to be removed from the
location specified on the attached Schedule B (other than on a temporary
basis in the normal course of Lessee's business) without the prior written
consent of Lessor, and in no event may the Equipment be moved (other than
on a temporary basis in the normal course of Lessee's business) to a
location outside the continental United States.
In Furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in the Master Lease, Lessee hereby agrees
to return the Equipment to Lessor in accordance with all of the terms and
conditions of the Master Lease and in compliance with the following return
conditions:
Each item of Equipment shall be in both good appearance and operating
condition, less reasonable wear and tear. Each unit and component of such unit
shall be capable of performing or meeting the manufacturer's minimum performance
specifications when new, including but not limited to, the drive motor,
transmission, steering system, electrical system, braking system, safety and
warning devices and attachments. No water, brake fluid, transmission fluid,
anti-freeze or fuel leaks will be present. All mechanical and electrical
equipment, including radios, heaters, air conditioners must be in proper
operating condition. Broken glass and body damage will be limited to $250.00 in
<PAGE>
RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. C891112101RN1
PAGE TWO
total. Lessee shall also de-identify each unit by properly removing any decals,
paint and all other Lessee markings.
Upon the expiration of the primary lease term, or any subsequent renewal
term(s), Lessee shall properly prepare and pack each item of equipment and ship,
freight and insurance prepaid, to a place designated by Lessor.
If any of the above conditions are not met, the Lessee has the option of
repairing the Equipment at his own expense, or if repairs are performed by
Lessor or Lessor's agent, Lessee shall pay any costs associated therewith.
4. STIPULATED LOSS VALUE
Notwithstanding the provisions of Section 7 of the Master Lease, the
Stipulated Loss Value for the Equipment during the renewal Lease Term shall be
equal to 50 percent of the Equipment Cost.
5. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
The Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Rental Schedule shall govern and
control. No Amendment, modification or waiver of this Renewal Rental Schedule or
the Master Lease will be effective unless evidenced in writing signed by the
party to be charged. This Renewal Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.
The undersigned, being the duly authorized representative of the Lessee,
hereby certifies that the items of Equipment described on the attached Schedule
B have been duly delivered to the Lessee in good order and duly inspected and
accepted by the Lessee as conforming in all respects with the requirements and
provisions of the Master Lease, as of the Renewal Term Commencement Date stated
on the attached Schedule A.
AMERICAN INCOME PARTNERS V-D MOBIL OIL CORPORATION
LIMITED PARTNERSHIP LESSEE
LESSOR
BY: /s/ [ILLEGIBLE] 4/2/97
BY: AFG LEASING IV INCORPORATED ----------------------------
TITLE: GENERAL PARTNER
TITLE: SOURCING SPECIALIST
BY: /s/ Gail Ofgant -------------------------
----------------------------
TITLE: VICE PRESIDENT
-------------------------
COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
1
<PAGE>
LLR4OD-01 EQUIS FINANCIAL GROUP 3/27/97 16:36:59 PAGE 1
Schedule A - Rental Schedule Economics
LESSEE: MOBIL OIL CORPORATION
LESSOR: EQUIS FINANCIAL GROUP
RENTAL SCHEDULE: C891112101RN1
LEASE TERM (months): 24
PRIMARY START DATE: 3/01/1997
LEASE EXPIRATION DATE: 2/28/1999
PAYMENT FREQUENCY: MONTHLY
ADVANCE/ARREARS: ADVANCE
LEASE RATE: .014144578
PER DIEM LEASE RATE: .000471486
PERIODIC RENT: $920.00
NUMBER OF PAYMENTS: 24
TOTAL INTERIM RENT: $.00
PAYMENT COMMENCEMENT DATE: 3/01/1997
TOTAL EQUIPMENT COST: $65,042.59
DOCUMENTATION FEE: $0.00
-----
JKE 4/2/97 LESSEE INITIALS
- ------------------------
GDO LESSOR INITIALS
- ------------------------
ATF#: M02-95RMKT
<PAGE>
LLR41D-01 EQUIS FINANCIAL GROUP 3/27/97 16:37:01 PAGE 1
Schedule B Equipment Description
LESSEE: MOBIL OIL CORPORATION
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: C891112101RN1
LESSOR: EQUIS FINANCIAL GROUP
<TABLE>
<CAPTION>
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
13,710.50 1FTFE24Y3LHA72198 1990 FORD E252 VAN 3/01/1997
51,332.09 1FDXD8OU5LVA22728 1990 RICE AND HOLMAN C8000 LUGGER TRUCK 3/01/1997
- ------------
65,042.59 Total for Location P0 BOX 430 PAULSBORO NJ 08066
============
65,042.59 Total Equipment Cost
</TABLE>
<PAGE>
RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. D891112101RN1
(the "Renewal Rental Schedule") DATED AS OF' MARCH 1, 1997
TO MASTER LEASE AGREEMENT DATED AS OF MARCH 1, 1989 (THE "MASTER LEASE")
LESSOR LESSEE
AMERICAN INCOME PARTNERS V-D MOBIL OIL CORPORATION
LIMITED PARTNERSHIP PAULSBORO REFINERY
C/O EQUIS FINANCIAL GROUP P0 BOX 430
98 NORTH WASHINGTON STREET PAULSBORO, NJ 08066
BOSTON, MA 02114
1. LEASE TERM. PAYMENT DATES.
This Renewal Rental Schedule, between American Income Partners V-D Limited
Partnership, as Lessor, Lessor's interest therein having been previously sold
and assigned by American Finance Group and Lessee incorporates by reference the
terms and conditions of the Master Lease. Lessor hereby leases to Lessee and
Lessee hereby leases from Lessor those items of Equipment described on the
attached Schedule B, for the Renewal Lease Term and at the Renewal Term Basic
Rent payable on the Payment Dates hereinafter set forth on the attached Schedule
A, on the terms and conditions set forth in the Master Lease.
2. BASIC RENT.
Renewal Term Basic Rent is computed by multiplying the Total Equipment
Cost by the Renewal Lease Rate set forth on the attached Schedule A.
3. SPECIAL MAINTENANCE, RETURN CONDITIONS.
Notwithstanding anything contained in the Master Lease to the contrary, it
is agreed that, with respect to the titling, registration and relocation of the
Equipment, the following provisions shall apply:
Lessee will cause the Equipment to be properly and lawfully titled and
registered at all times in the name of AFG Trust in care of Lessee
reflecting as first lienholder the party designated by Lessor, from time
to time. Lessor hereby appoints Lessee as its agent and attorney-in-fact
for the express and limited purpose of effecting and maintaining such
titles and registrations. The Equipment is not to be removed from the
location specified on the attached Schedule B (other than on a temporary
basis in the normal course of Lessee's business) without the prior written
consent of Lessor, and in no event may the Equipment be moved (other than
on a temporary basis in the normal course of Lessee's business) to a
location outside the continental United States.
In Furtherance, and not in limitation of, the use, maintenance and return
conditions for the Equipment set forth in the Master Lease, Lessee hereby agrees
to return the Equipment to Lessor in accordance with all of the terms and
conditions of the Master Lease and in compliance with the following return
conditions:
Each item of Equipment shall be in both good appearance and operating
condition, less reasonable wear and tear. Each unit and component of such unit
shall be capable of performing or meeting the manufacturer's minimum performance
specifications when new, including but not limited to, the drive motor,
transmission, steering system, electrical system, braking system, safety and
warning devices and attachments. No water, brake fluid, transmission fluid,
anti-freeze or fuel leaks will be present. All mechanical and electrical
equipment, including radios, heaters, air conditioners must be in proper
operating condition. Broken glass and body damage will be limited to $250.00 in
<PAGE>
RENEWAL RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NO. D891112101RN1
PAGE TWO
total. Lessee shall also de-identify each unit by properly removing any decals,
paint and all other Lessee markings.
Upon the expiration of the primary lease term, or any subsequent renewal
term(s), Lessee shall properly prepare and pack each item of equipment and ship,
freight and insurance prepaid, to a place designated by Lessor.
If any of the above conditions are not met, the Lessee has the option of
repairing the Equipment at his own expense, or if repairs are performed by
Lessor or Lessor's agent, Lessee shall pay any costs associated therewith.
4. STIPULATED LOSS VALUE
Notwithstanding the provisions of Section 7 of the Master Lease, the
Stipulated Loss Value for the Equipment during the renewal Lease Term shall be
equal to 50 percent of the Equipment Cost.
5. ENTIRE AGREEMENT. MODIFICATION AND WAIVERS. EXECUTION IN COUNTERPARTS.
The Renewal Rental Schedule and the Master Lease constitute the entire
agreement between Lessee and Lessor with respect to the leasing of the
Equipment. Lessee hereby represents, warrants and certifies that the
representations and warranties of Lessee set forth in the Master Lease are true
and correct as of the date hereof. Capitalized terms not defined herein shall
have the meanings assigned to them in the Master Lease. To the extent any of the
terms and conditions set forth in this Renewal Rental Schedule conflict with or
are inconsistent with the Master Lease, this Rental Schedule shall govern and
control. No Amendment, modification or waiver of this Renewal Rental Schedule or
the Master Lease will be effective unless evidenced in writing signed by the
party to be charged. This Renewal Rental Schedule may be executed in
counterparts, all of which together shall constitute one and the same
instrument.
The undersigned, being the duly authorized representative of the Lessee,
hereby certifies that the items of Equipment described on the attached Schedule
B have been duly delivered to the Lessee in good order and duly inspected and
accepted by the Lessee as conforming in all respects with the requirements and
provisions of the Master Lease, as of the Renewal Term Commencement Date stated
on the attached Schedule A.
AMERICAN INCOME PARTNERS V-D MOBIL OIL CORPORATION
LIMITED PARTNERSHIP LESSEE
LESSOR
BY: /s/ [ILLEGIBLE] 4/2/97
BY: AFG LEASING IV INCORPORATED ----------------------------
TITLE: GENERAL PARTNER
TITLE: SOURCING SPECIALIST
BY: /s/ Gail Ofgant -------------------------
----------------------------
TITLE: VICE PRESIDENT
-------------------------
COUNTERPART NO. 1 OF 2 SERIALLY NUMBERED MANUALLY EXECUTED COUNTERPARTS.
TO THE EXTENT IF ANY THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER
THE UNIFORM COMMERCIAL CODE, NO SECURITY INTEREST MAY BE CREATED THROUGH
THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO.
1
<PAGE>
LLR40D-01 EQUIS FINANCIAL GROUP 3/27/97 16:37:29 PAGE 1
Schedule A - Rental Schedule Economics
LESSEE: MOBIL OIL CORPORATION
LESSOR: EQUIS FINANCIAL GROUP
RENTAL SCHEDULE: D891112101RN1
LEASE TERM (months): 24
PRIMARY START DATE: 3/01/1997
LEASE EXPIRATION DATE: 2/28/1999
PAYMENT FREQUENCY: MONTHLY
ADVANCE/ARREARS: ADVANCE
LEASE RATE: .015818113
PER DIEM LEASE RATE: .000527270
PERIODIC RENT: $750.00
NUMBER OF PAYMENTS: 24
TOTAL INTERIM RENT: $.00
PAYMENT COMMENCEMENT DATE: 3/01/1997
TOTAL EQUIPMENT COST: $47,414.00
DOCUMENTATION FEE: $0.00
-----
JKE 4/2/97 LESSEE INITIALS
- ------------------------
GDO LESSOR INITIALS
- ------------------------
ATF#: M02-95RMKT
<PAGE>
LLR41D-01 EQUIS FINANCIAL GROUP 3/27/97 16:37:30 PAGE 1
Schedule B Equipment Description
LESSEE: MOBIL OIL CORPORATION
RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: D891112101RN1
LESSOR: EQUIS FINANCIAL GROUP
<TABLE>
<CAPTION>
Acceptance
Equipment Cost Serial Number Year Manufacturer Model Type Date
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
47,414.00 1FDXD80U7LVA22729 1990 FORD C8000 DUMP TRUCK 3/01/1997
- ------------
47,414.00 Total for Location P0 BOX 430 PAULSBORO NJ 08066
============
47,414.00 Total Equipment Cost
</TABLE>
<PAGE>
MOBIL OIL CORPORATION
P0 BOX 429
Mobil PAULSBORO, NJ 08066 purchase order
- --------------------------------------------------------------------------------
DATE
02/24/97
- --------------------------------------------------------------------------------
DELIVERY REQUIRED BY
02/24/97
- --------------------------------------------------------------------------------
PAYMENT TERMS
0.00%- 0 / NET 30
- --------------------------------------------------------------------------------
TAX STATUS
TAXABLE
- --------------------------------------------------------------------------------
ORDER NO.
D561794
- --------------------------------------------------------------------------------
FOB
ORIGIN
- --------------------------------------------------------------------------------
DELIVERY TERMS
PREPAY AND ADD
- --------------------------------------------------------------------------------
SHIP
VIA BEST WAY
- --------------------------------------------------------------------------------
PLEASE ENTER OUR ORDER FOR THE FOLLOWING, SUBJECT TO TERMS AND CONDITIONS SET
FORTH IN THIS ORDER AND ON THE REVERSE SIDE HEREOF. IMPORTANT -- THIS ORDER
EXPRESSLY LIMITS ACCEPTANCE TO TERMS AND CONDITIONS STATED HEREIN, AND ANY
ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY THE SELLER ARE REJECTED
UNLESS EXPRESSLY AGREED TO BY BUYER IN WRITING. IF SELLER COMMENCES SHIPMENT
PURSUANT TO THIS PURCHASE ORDER, THEN SELLER SHALL AS OF THE DATE SELLER HAS
COMMENCED SHIPMENT, BE DEEMED TO HAVE AGREED TO AND ACCEPTED THIS PURCHASE ORDER
IN ITS ENTIRETY, INCLUDING ITS TERMS AND CONDITIONS AS HEREINABOVE SET FORTH AND
AS SET FORTH ON THE REVERSE SIDE HEREOF.
- --------------------------------------------------------------------------------
TO: EQUIS FINANCIAL GROUP
98 N WASHINGTON ST
BOSTON MA 02114-1918
- --------------------------------------------------------------------------------
SHIP TO: MOBIL OIL CORPORATION
PAULSBORO REFINERY
800 BILLINGSPORT ROAD
PAULSBORO, N.J. 08066
- --------------------------------------------------------------------------------
MOBIL UNIT
ITEM QTY UNIT CODE DESCRIPTION PRICE
- --------------------------------------------------------------------------------
001 24 MO 920962 LEASING, SPECIFY IN ACCORDANCE WITH THE FOLLOWING: 750.000
MR 855 1990 DUMP TRUCK 1FDXD8OU7LVA22729 $750/MO
*** END OF ORDER ***
- --------------------------------------------------------------------------------
IMPORTANT:
INVOICES MUST BE RENDERED IN DUPLICATE TO PURCHASING DEPARTMENT AT THE ABOVE
ADDRESS.
SHOW ORDER NUMBER ON ALL PACKAGES, INVOICES, PACKING LISTS AND SHIPPER'S
RECEIPTS.
ATTACH ORIGINAL SIGNED DELIVERY RECEIPT, BILL OF LADING OR EXPRESS RECEIPT AND
RECEIPTED BILL FOR PREPAID TRANSPORTATION TO INVOICE.
PRICES SHOWN SHALL BE FOR PRODUCT ONLY. APPLICABLE TAXES SHALL BE STATED
SEPARATELY.
ALL NORMAL DELIVERIES SHALL BE SCHEDULED BETWEEN 07:30 AM. AND 04:00 P.M.,
MONDAY THROUGH FRIDAY.
- --------------------------------------------------------------------------------
|_| CONFIRMING ORDER - DO NOT DUPLICATE PURCHASING DEPARTMENT
ATTENTION OF: BY: /s/ [ILLEGIBLE]
-------------------------- ----------------------
LAURA ANDRUKAITIS
- --------------------------------------------------------------------------------
(609) 224-2344
<PAGE>
TERMS AND CONDITIONS
1. Seller warrants free and clear title to all products delivered hereunder
and further warrants that such products shall be merchantable, free from
defects in workmanship, material or design (other than Buyer's design) and
shall conform either to the description and specifications herein set
forth or to a sample to be supplied to Buyer.
2. Seller warrants that the products, in the form delivered to Buyer, are
free from any valid claim for patent infringement and that any labels or
trademarks affixed thereto by or on behalf of Seller are free from any
valid claim for copyright or trademark infringement and agrees to save and
hold harmless and indemnify Buyer against such infringement liability
based upon Buyer's possession or resale thereof without alteration.
3. The services provided hereunder and any materials furnished in connection
therewith shall be free from defects in materials and workmanship for a
period of at least one year after delivery/performance and acceptance
unless a longer warranty period is provided by the equipment warranty or
by law, in which case the longer warranty period will apply. Should
Seller's services and/or material prove to be defective within said
applicable warranty period. Seller agrees to replace or repair said
materials or correct such services to Buyer's satisfaction, upon receipt
of written notice from Buyer and without cost to Buyer. Should Seller or
its authorized agent or representative be required to enter upon Buyer's
premises in order to repair or replace any defective materials or
services. Seller agrees to protect, defend, indemnify and save Buyer
harmless from and against any claim, demand, liability, loss or injury
resulting from acts of Seller or its authorized agents or representatives
in performing such replacement or repair or corrective services under this
paragraph.
4. Seller shall not be liable for failure to deliver products when prevented
by any cause beyond its control, and Buyer shall not be liable for failure
to accept products when prevented from receiving or using them in
customary manner by any cause beyond its control. A party who is prevented
from performing for any reason provided for herein shall immediately
notify the other party of the cause for such non-performance and the
anticipated extent of the delay.
5. Buyer shall pay all taxes which under applicable statutes Buyer is
required to pay. Seller's invoices shall specify each category of taxes
which Buyer is required to pay. Buyer may require Seller to provide
documentation satisfactory to Buyer which establishes Buyer's statutory
liability to pay such taxes. If Seller fails to submit such documentation,
Buyer shall not be obligated to pay any charges for such taxes. The
documentation which may be required by Buyer shall not be required in
connection with sales or use taxes unless Buyer questions the
applicability of such a tax.
6. Invoices shall be mailed at time of shipment and cash discount period will
be computed from the date invoice is received. Terms shall be as set forth
on the face hereof.
7. All freight charges shall be prepaid, unless otherwise stated. Risk of
loss and title to the product shall pass at delivery points specified
herein -- on loading where delivery is at shipping point and on unloading
where delivery is at destination.
8. Time is of the essence in this contract, and failure by Seller to complete
delivery of the products herein ordered within the time specified, or
within a reasonable time if no time is specified herein, shall, at the
option of Buyer, without liability, in addition to Buyer's other rights or
remedies, relieve Buyer of any obligation to accept and pay for any such
products.
9. Products purchased hereunder are subject to inspection and approval at
Buyer's destination. Buyer reserves the right to reject and refuse
acceptance of products which are not in accordance with any instructions,
specifications, drawing and data or Seller's warranties (express or
implied). Products not accepted will be held for Seller's instruction at
Seller's risk and, if Seller so instructs, will be returned to Seller at
Seller's expense. Payment for any products hereunder shall not be deemed
an acceptance thereof and is without prejudice to any and all claims that
Buyer may have against Seller.
10. Seller warrants that the products sold or services furnished under this
contract have been produced or furnished in full and complete compliance
with all applicable laws and regulations including, but not limited to,
the Fair Labor Standards Act as amended; Executive Order No. 11246 (Equal
Employment Opportunity); Executive Order No. 11701 (Listing of Job
Openings for Disabled Veterans and Veterans of the Vietnam Era); Executive
Order No. 11758 (Employment of the Handicapped); Executive Order No. 12138
(Utilization of Women Owned Firms); and the Small Business Act (15 USC
Section 631 et reg.) related to the utilization of Small Business Concerns
and Small Business Concerns owned and controlled by Socially and
Economically Disadvantaged Individuals and Labor Surplus Area Concerns and
all rules and regulations promulgated thereunder as aid order laws, rules
and regulations may be amended, modified and/or superseded, all of which
are hereby incorporated by reference. Seller further agrees to execute,
upon Buyer's request, Buyer's standard form of Certification of Compliance
covering the aforesaid Executive Orders, which Certification of Compliance
form, upon execution by Seller shall become a part hereof without further
references thereto.
11. Seller assumes all risk of loss of or damage to any property of Buyer
entrusted to Seller while in Seller's possession or otherwise under
Seller's control. In the event of loss or irreparable damage, Seller shall
promptly reimburse Buyer for the value of the article. Any other damage
shall be promptly repaired by Seller at Seller's expense.
12. If this order is given pursuant to any existing contract, it is also
subject to the terms of such contract, and such terms shall control in the
case of any conflict with the provisions hereof.
13. Neither this contract nor the obligation of Seller to perform hereunder
shall be assigned or delegated by Seller without Buyer's consent. Waiver
by either party of any default by the other hereunder shall not be deemed
a waiver by such party of any other subsequent default. None of the
provisions, terms and conditions contained in this contract may be added
to, modified, superseded or otherwise altered except by a written
instrument signed by Buyer's authorized representative, and each shipment
received by Buyer from Seller shall be deemed to be only upon the terms
and conditions contained herein regardless of any contrary or additional
provisions contained in any acknowledgement, invoice or other form of
Seller and notwithstanding Buyer's act of accepting or paying for any
shipment or similar act of Buyer.
14. To the extent that it is within Seller's control, Seller warrants that the
items sold under this agreement comply in all respects with the
Occupational Safety and Health Act and all applicable Regulations,
Rulings, Orders and Standards, promulgated thereunder. Seller agrees to
hold Mobil Corporation and/or its subsidiary and/or affiliated companies
harmless from any and all liabilities, claims, fines, penalties, including
reasonable costs and settlements, which may arise out of the delivery by
Seller of items which do not meet these requirements.
15. Seller warrants and represents that any and all products sold and
delivered hereunder will substantially comply with all applicable federal,
state, and municipal laws and regulations (including but not limited to
any disclosure requirements related to hazardous materials) relating to
the manufacture, sale, and/or delivery of such products and including the
IATA's restricted articles and radioactive materials regulations issued by
the International Air Transport Associations for air shipments. Seller
agrees to provide Buyer, upon Buyer's written request, all information
which will reasonably assist Buyer in the safe handling and use of any
product sold and delivered hereunder. Seller hereby agrees to hold Buyer
harmless from any and all claims (justified or otherwise), legal actions,
final judgements, reasonable attorneys fees, civil fines and/or any other
losses which Buyer may incur as a result of the manufacture, sale and/or
delivery to Buyer hereunder of a product or products which do not meet the
requirements of any and/or all of the aforementioned laws and/or
regulations.
16. Buyer has the right to terminate this contract in whole or in part at any
time by written notice to Seller. In such event, Seller may claim only
properly supported out-of-pocket costs plus a reasonable amount of
demonstrable related charges for the work already performed, all to be
determined in accordance with generally accepted accounting procedures.
For specially prepared products, unique to Buyer's order, any partially
completed work or raw materials whose full costs are included in the
termination charges shall be identified in writing and held by Seller for
disposition in accordance with Buyer's written instructions.
Notwithstanding the foregoing, Buyer reserves the right to cancel all or
any part of the undelivered portion of this order, without liability, in
addition to Buyers other rights and remedies, if Seller breaches any of
the terms and conditions herein.
17. The domestic laws (including the Uniform Commercial Code) of the State of
New York, to whose jurisdiction the parties hereto submit, shall govern
this Contract, the performance thereof and all aspects of any disputes
arising therefrom. The United Nation's Convention on Contract for the
International Sale of Goods (1980) shall not govern this Contract or the
performance thereof or any aspect of any dispute arising therefrom.
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<PAGE>
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<PERIOD-START> JAN-01-1998
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0
0
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