<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended October 31, 1997
Commission File Number 0-23248
SigmaTron International, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant, as Specified in its Charter)
Delaware 36-3918470
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2201 Landmeier Road, Elk Grove Village, Illinois 60007
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (847) 956-8000
No Change
- --------------------------------------------------------------------------------
(Former Name, Address, or Fiscal Year, if Changed Since Last Reports)
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
--- ---
On December 8, 1997, there were 2,881,227 shares of the Registrant's Common
Stock outstanding.
<PAGE> 2
SigmaTron International, Inc.
Index
<TABLE>
<CAPTION>
PART 1. FINANCIAL INFORMATION: Page No.
--------
<S> <C>
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets--October 31, 1997
and April 30, 1997 3
Condensed Consolidated Statements of Income--Three and 4
Six Months Ended October 31, 1997 and 1996
Condensed Consolidated Statements of Cash Flows--Six Months
Ended October 31, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About
Market Risks 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 6. Exhibits 9
</TABLE>
<PAGE> 3
SIGMATRON INTERNATIONAL, INC.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
OCTOBER 31, April 30,
1997 1997
(UNAUDITED) (Audited)
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 192,663 $ 323,223
Accounts receivable, less allowance for doubtful
accounts of $ 170,000 at October 31,
1997 and $80,000 at April 30, 1997 16,084,953 8,770,457
Inventories 17,655,671 17,665,600
Equipment lease receivables from affiliate 1,175,867 892,435
Prepaid expenses 434,942 225,780
Refundable income taxes 0 98,666
Deferred incomes taxes 231,245 231,245
Other assets 955,862 512,206
------------ ------------
Total current assets 36,731,203 28,719,612
Machinery and equipment, net 10,386,744 10,343,060
Intangible assets, net of amortization of
$189,061 and $178,119 at October 31, 1997 and April
30, 1997, respectively 3,194 14,136
Equipment lease receivables from affiliate, less
current portion 1,781,893 1,467,336
Investment and advances with affiliate 515,816 527,238
Other assets 1,981,482 1,017,057
------------ ------------
Total assets $51,400,332 $42,088,439
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable - Bank 166,668 166,668
Notes payable - Related parties 0 42,596
Trade accounts payable 7,478,122 3,244,537
Trade accounts payable - Related parties 439,149 736,893
Accrued expenses 1,726,839 1,680,721
Income taxes payable 33,086 0
Capital lease obligations 1,748,579 1,199,212
------------ ------------
Total current liabilities 11,592,443 7,070,627
Notes payable - Banks, less current portion 17,851,449 14,714,943
Capital lease obligations, less current portion 3,619,251 2,469,372
Deferred income taxes 818,853 818,853
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 500,000 shares
authorized, none issued and outstanding 0 0
Common stock, $.01 par value; 6,000,000 shares
authorized, 2,881,227 and 2,875,227 shares issued and
outstanding at October 31, 1997 and April 30, 1997, respectively 28,812 28,752
Capital in excess of par value 9,415,699 9,373,759
Retained earnings 8,073,825 7,612,133
------------ ------------
Total stockholders' equity 17,518,336 17,014,644
------------ ------------
Total liabilities and stockholders' equity $51,400,332 $42,088,439
============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 4
SIGMATRON INTERNATIONAL, INC.
Condensed Consolidated Statements of Income
( Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS Three Months SIX MONTHS Six Months
ENDED Ended ENDED Ended
OCTOBER 31, 1997 October 31, 1996 OCTOBER 31, 1997 October 31, 1996
---------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Net sales $25,746,874 $29,696,006 $42,902,192 $48,176,341
Cost of products sold 23,376,367 25,185,242 38,647,382 40,810,153
--------------- ---------------- --------------- -----------------
2,370,507 4,510,764 4,254,810 7,366,188
Selling and administrative expenses 1,516,859 1,910,613 2,772,046 3,360,578
--------------- ---------------- --------------- -----------------
Operating income 853,648 2,600,151 1,482,764 4,005,610
Equity in net (income) loss of affiliate 15,904 22,681 11,422 25,964
Interest expense - banks and capital lease obligations 504,612 490,267 913,403 915,130
Interest expense - related party 0 2,873 523 6,694
Interest income - related party (117,452) (97,110) (213,780) (199,092)
--------------- ---------------- --------------- -----------------
387,160 396,030 700,146 722,732
--------------- ---------------- --------------- -----------------
Income before income taxes 450,584 2,181,440 771,196 3,256,914
Income taxes 180,234 872,576 309,504 1,302,765
--------------- ---------------- --------------- -----------------
Net income $270,350 $1,308,864 $461,692 $1,954,149
=============== ================ =============== =================
Net income per common and common equivalent share $0.09 $0.45 $0.15 $0.68
=============== ================ =============== =================
Weighted average number of common and common
equivalent shares outstanding 3,036,347 2,892,889 3,020,752 2,889,137
=============== ================ =============== =================
Net income per common share -
assuming full dilution $0.09 $0.45 $0.15 $0.67
=============== ================ =============== =================
Weighted average number of common shares
outstanding - assuming full dilution 3,036,347 2,903,391 3,020,752 2,903,391
=============== ================ =============== =================
</TABLE>
See accompanying notes.
4
<PAGE> 5
SIGMATRON INTERNATIONAL, INC.
Condensed Consolidated Statements of Cash Flow
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED OCTOBER 31,
1997 1996
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income $461,692 $1,954,149
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 604,709 471,810
Equity in net loss of affiliate 11,422 25,964
Amortization 10,942 11,935
Compensation expense related to stock options 0 75,000
Changes in operating assets and liabilities:
Provision for doubtful accounts 90,000 0
Accounts receivable (7,404,496) (9,459,250)
Inventories 9,929 (4,647,796)
Prepaid expenses (209,162) (143,960)
Other assets (1,309,415) (578,494)
Trade accounts payable 4,233,585 7,674,181
Trade accounts payable - related parties (297,744) 384,287
Accrued expenses 46,118 42,589
Income tax payable 33,086 496,637
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Net cash used in operating activities (3,719,334) (3,692,948)
INVESTING ACTIVITIES:
Purchases of machinery and equipment (528,046) (1,790,179)
Proceeds from sale of investment in affiliate 0 250
Proceeds from sale and leaseback of machinery
and equipment 1,429,899 0
Advances to affiliate 0 (120,000)
Proceeds from affiliate subleases 263,999 223,958
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Net cash provided by (used in) investing activities 1,165,852 (1,685,971)
FINANCING ACTIVITIES:
Repayment of term loan and other notes payable (42,596) (87,966)
Net payments under capital lease obligations (712,988) (496,579)
Issuance of common stock 42,000 53,375
Net proceeds under line of credit 3,136,506 5,910,089
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Net cash provided by financing activities 2,422,922 5,378,919
Change in cash (130,560) 0
Cash at beginning of period 323,223 2,500
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Cash at end of period $192,663 $2,500
============= =============
</TABLE>
See accompanying notes.
5
<PAGE> 6
SigmaTron International, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
October 31, 1997
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the six-month
period ended October 31, 1997 are not necessarily indicative of the results
that may be expected for the year ending April 30, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report for the year ended April 30,
1997.
NOTE B -- INVENTORIES
The components of inventory consist of the following:
<TABLE>
<CAPTION>
October 31, April 30,
1997 1997
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<S> <C> <C>
Finished products $ 2,420,809 $ 2,966,415
Work-in-process 1,658,261 1,079,985
Raw materials 13,576,601 13,619,200
----------- -----------
$17,655,671 $17,665,600
=========== ===========
</TABLE>
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NOTE: To the extent any statements in this Form 10-Q may be deemed to be
forward-looking, such statements should be evaluated in the context of the
risks and uncertainties inherent in the Company's business, including the
Company's continuing dependence on certain major customers, the anticipated
seasonality of its business, the timing of or rescheduling of customer orders
and other risks and uncertainties set forth in the Company's periodic reports
filed with the Securities and Exchange Commission including, but not limited
to, its Annual Report on Form 10-K for the fiscal year ended April 30, 1997.
RESULTS OF OPERATIONS:
Net sales decreased from $29,696,006 for the three month period ended October
31, 1996 to $25,746,874 for the three month period ended October 31, 1997.
During the first six months of fiscal 1998 net sales decreased 11% to
$42,902,192 from $48,176,341 compared to the same period in the prior year.
The decrease in net sales was a function of continued softer demand from our
customer base. Several of our customers anticipated stronger sales in the
second quarter that did not materialize. The Company has not lost any
significant customers. Historically, the Company's highest levels of revenues
are achieved in its second and third quarters due to seasonal trends. Timing
and rescheduling of customer orders has caused the Company to experience
significant quarterly fluctuations in its revenues and earnings. However,
based on current customer schedules revenues for the third fiscal quarter of
1998 are expected to be soft.
Gross profit decreased during the three month period ended October 31, 1997 to
$2,370,507 from $4,510,764 for the same period of the prior fiscal year. For
the six month period ended October 31, 1997 gross profit decreased 42% from
$7,366,188 in fiscal 1997 to $4,254,810. The decrease in gross profit is due
to lower sales volume and increased overhead cost. The Company has increased
capacity to attract new customers and to support existing customers. The
expansion has caused the Company to incur a higher level of expenses, which
will continue for the next few quarters.
Selling and administrative expenses decreased from $1,910,613 or 6.4% of net
sales during the three month period ended October 31, 1996 to $1,516,859 or
5.9% of net sales. Selling and administrative expenses for the six month
period ended October 31, 1997 decreased as a percent of net sales to 6.5% from
7.0% as compared to the same period in the prior year. This decrease is due to
a reduction in bonus accruals and a decrease in commission expense related to
the lower revenue volume.
Interest expense for bank debt and capital lease obligations for the three
month period ended October 31, 1997 was $504,612 compared to $490,267 for the
same period in the prior year. This increase was attributable to a higher
outstanding balance on the line of credit and interest expense for increased
capital lease obligations.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- -con't
As a result of the foregoing, net income decreased from $1,308,864 for the
three month period ended October 31, 1996 to $270,350. Net earnings per share
for the quarter ended October 31, 1997 were $ .09 compared to $ .45 for the
same period in the prior year. For the first six months of fiscal 1998, net
income decreased to $461,692 compared to $1,954,149 for the same period in the
prior year. Net earnings per share were $.15 for the six months ended October
31, 1997 compared to $.68 for the comparable period in fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's primary source of liquidity has been cash provided by borrowings
from its secured lender. The Company had working capital of $25,138,760 at
October 31, 1997 and $25,253,127 at October 31, 1996, resulting in a current
ratio of 3.17 and 2.38 for these periods, respectively.
For the six months ended October 31, 1997 the primary use of cash from
operations was for increases in accounts receivable, which was partially offset
by the increase in accounts payable. The net cash used for operations equaled
$3,719,334 compared to $3,692,948 for the six months ended October 31, 1996.
The net cash provided by investing activities for the period was attributable
primarily to proceeds received in connection with a machinery and equipment
sale/leaseback.
Net cash provided by financing activities totaled $2,422,922 in the six months
ended October 31, 1997 compared to $5,378,919 in the prior year. Net proceeds
under the line of credit decreased to $3,136,506 for the six months ended
October 31, 1997 from $5,910,089 for the six months ended October 31, 1996.
To the extent the Company provides the funds necessary to operate its Mexican
operations, the amount of funds available for use in the Company's domestic
operations may be depleted. The funds, which ordinarily derive from the
Company's cash from operations and borrowings under its revolving credit
facility, equal approximately $1,175,000 for the three month period ended
October 31, 1997 and $3,435,679 for the six month period ended October 31,
1997.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risks -
Not applicable
8
<PAGE> 9
SIGMATRON INTERNATIONAL, INC.
PART II - OTHER INFORMATION
October 31, 1997
ITEM 4. Submission of Matters to a Vote of Security Holders
On September 19, 1997, the Company held its 1997 Annual Meeting of
Stockholders. The following persons were elected as directors to hold office
until the 2000 Annual Meeting of Stockholders: William C. Mitchell, Thomas W.
Rieck and Steven A. Rothstein. The number of shares cast for, withheld and
abstained with respect to each of the nominees were as follows:
<TABLE>
<CAPTION>
Nominee For Against Abstained
------- --- ------- ---------
<S> <C> <C> <C>
William C. Mitchell 1,814,581 19,610 --
Thomas W. Rieck 1,814,581 19,610 --
Steven A. Rothstein 1,814,581 19,610 --
</TABLE>
The stockholders also voted to approve the ratification of the selection of
Ernst & Young LLP as independent auditors for the Company for the fiscal year
April 30, 1998. 2,778,917 shares were cast for such selection, 8,625 shares
were cast against such selection, and 7,475 shares abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10.35 Lease agreement 97-054, between SigmaTron International,
Inc. and International Financial Services dated June 6, 1997.
Exhibit 10.36 Lease agreement 97-087, between SigmaTron International,
Inc. and International Financial Services dated June 26, 1997.
Exhibit 10.37 Lease agreement 97-097, between SigmaTron International,
Inc. and International Financial Services dated August 11, 1997.
Exhibit 11 Statement RE: Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule (EDGAR version only)
(b) No report on Form 8-K was filed during the quarter ended
October 31, 1997.
9
<PAGE> 10
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIGMATRON INTERNATIONAL, INC.
Gary R. Fairhead 12/10/97
- ---------------------------------------------- ------------------
Gary R. Fairhead Date
President and CEO (Principal Executive Officer)
Linda K. Blake 12/10/97
- ---------------------------------------------- ------------------
Linda K. Blake Date
Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
10
<PAGE> 1
EXHIBIT 10.35
[LOGO OF INTERNATIONAL FINANCIAL SERVICES CORPORATION]
[LETTERHEAD OF INTERNATIONAL FINANCIAL SERVICES CORPORATION]
- --------------------------------------------------------------------------------
March 25, 1997
Ms. Linda Blake
SigmaTron International, Inc.
2201 Landmeier Road
Elk Grove Village, IL 60007
Dear Ms. Blake:
Enclosed please find all the necessary documentation for Lease #97-054 based on
a total equipment lease/financing of $150,000.00 between SIGMATRON
INTERNATIONAL, INC. AND INTERNATIONAL FINANCIAL SERVICES CORPORATION. Each set
of documents are to be executed are as follows:
1. Lease - each page of the five page lease must be signed separately; and
6-Schedule "A"'s - please sign at the red "x".
2. 2 UCC-1's - please sign at the red "X".
3. Tax Status Certificate - please complete and sign.
4. Invoice for advance rentals.
5. Request for Insurance - please complete and sign at the red "x".
6. Amortization Schedule. (To follow)
7. Please provide us with an original Corporate Leasing Resolution.
8. Consent to Sublease and Sublease Agreement - please have completed.
9. Please enclose copy of cancelled check front and back for down payment.
Please return these documents immediately to the undersigned. Should you have
any questions regarding the documents please feel free to contact me or Julie
Kennelly.
Sincerely,
/s/ Christine Deering
Christine Deering
Documentation Manager
<PAGE> 2
<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-054
ADDRESS: 2201 LANDMEIER ROAD CONTACT: MS. LINDA BLAKE, PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
TYPE OF COMPANY: CORPORATION SMT UNLIMITED L.P.
47650 WESTINGHOUSE, FREMONT DR., CA 94539
- --------------------------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $3,088.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $6,176.00 payable at the signing of this lease to be applied
TOTAL # OF LEASE PAYMENTS: 60 to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
TERMS AND CONDITIONS OF LEASE
1. LEASE. LESSOR hereby leases to LESSEE and LESSEE hereby hires and takes
from LESSOR, the personal property set forth on the EQUIPMENT Schedule above
and any Schedule attached hereto with all accessories incorporated therein
and/or affixed thereto, hereinafter referred to as EQUIPMENT.
2. RENTALS. During and for the original term hereof LESSEE hereby agrees to
pay LESSOR as and for rental of the EQUIPMENT the amounts specified above as
monthly or other calendar period rental multiplied by the number of months or
periods specified above. The first rental payment shall be made on the
effective date as set forth above. In the event the effective date is omitted
when the LEASE is executed by the LESSEE, the LESSOR is authorized to and shall
insert the effective date of this LEASE which shall be the date of delivery of
EQUIPMENT. Subsequent monthly or other period rental payments shall be due on
the same day of subsequent months or other calendar periods as the effective
date of this LEASE. All payments shall be made at the office of the LESSOR at
1113 S. Milwaukee Avenue, Libertyville, IL 60048, or as otherwise directed by
the LESSOR or assignee in writing.
3. TERM. The original term of this LEASE shall commence on the date that the
EQUIPMENT is delivered to LESSEE and shall terminate upon the expiration of
the number of months, or other calendar periods, set forth above from said
date. Said rent shall be payable monthly in advance.
4. EQUIPMENT AND LIABILITY. LESSOR, at the request of LESSEE, has ordered or
shall order the EQUIPMENT described above from a supplier selected by LESSEE.
LESSOR shall not be liable for specific performance of this LEASE or for
damages, if , for any reason, supplier fails to accept such order or delays or
fails to fill the order. LESSEE agrees to accept such EQUIPMENT and to
complete the acceptance notice provided by LESSOR.
5. PLACE OF USE; INSPECTION. LESSEE shall keep the EQUIPMENT at its place of
business as specified above. LESSEE covenants and agrees not to allow the use
of EQUIPMENT by other than the employees of the LESSEE and covenants and agrees
not to rent or sublet the EQUIPMENT or any part thereof to others for their own
use. Whenever requested by LESSOR, LESSEE shall promptly advise LESSOR as to
the exact location of the EQUIPMENT. LESSOR, from time to time, may enter the
premises where the EQUIPMENT is located and inspect same upon 1 business day's
notice and subject to LESSEE's security rules.
6. ADVANCE RENTALS. At the LESSOR'S option any advance rentals made hereunder
may be applied by LESSOR to cure any default of LESSEE. LESSEE will from time
to time promptly provide any additional credit or financial information that
the LESSOR deems necessary to this transaction.
7. DISCLAIMER OF WARRANTY. LESSOR not being the manufacturer or the supplier
of the EQUIPMENT, nor a dealer in similar equipment, has not made and does not
make any representation warranty or covenant, express or implied, with respect
to the design, condition, durability, suitability, fitness for use or
merchantability of the EQUIPMENT in any respect. As between LESSOR and LESSEE,
the EQUIPMENT shall be accepted and leased by LESSEE "AS IS" and "WITH ALL
FAULTS". LESSEE agrees to settle all such claims directly with the supplier
and will not assert any such claims or defenses against LESSOR or LESSOR'S
assignee. LESSOR assigns to, authorizes and appoints LESSEE to enforce, in its
own name and at its own expense, any claim, warranty, agreement or
representation which may be made against the supplier, but LESSOR assumes no
obligation as to the extent or enforceability thereof. LESSOR agrees to
cooperate with LESSEE in the enforcement of any manufacturer warranty to the
extent LESSOR'S cooperation is necessary under the terms of any such warranty.
No defect or unfitness of the EQUIPMENT, loss or damage thereto or any other
circumstances shall relieve LESSEE of its obligations under this LEASE which
are absolute and unconditional. In no event shall LESSOR or LESSEE be liable
for any consequential damages. Supplier is not an agent of LESSOR and no
employee of supplier is authorized to waive, supplement or otherwise alter, any
provision of this LEASE.
8. ERRORS IN ESTIMATED COST. The amount of each rent payment and the advance
rental initially set forth above are based upon the estimated total cost of the
EQUIPMENT (excluding taxes, transportation and any other charges) which is an
estimate, and each shall be adjusted proportionally if the actual cost of the
EQUIPMENT differs from said estimate. LESSEE hereby authorizes LESSOR to
correct the figures set forth above when the actual cost is known. If the
actual cost of the EQUIPMENT differs from the estimated cost by more than ten
percent (10%)thereof, however, either party at its option may terminate this
LEASE by giving written notice to the other party within fifteen (15) days
after receiving notice of the actual cost or the corrected rent.
9. USE AND RETURN OF EQUIPMENT. The LESSEE shall exercise due and proper care
in the use, repair and servicing of the EQUIPMENT and at all times and at its
expense shall keep and maintain the leased property in good working condition,
order, and repair. LESSEE may alter and upgrade the EQUIPMENT provided that
such alteration or upgrade does not reduce the value or impair the capability
of the EQUIPMENT. LESSEE shall have the right to remove any such alteration or
upgrade before returning the EQUIPMENT to LESSOR so long as the removal does
not damage the EQUIPMENT. LESSEE shall bear all costs associated with the
acquisition, installation and removal of any such alteration or upgrade. Upon
the expiration or termination of this LEASE, LESSEE at its sole expense shall
forthwith properly pack and return the EQUIPMENT to LESSOR, or to such place
designated by LESSOR within 30 miles of EQUIPMENT location, in the same
condition as when received by LESSEE, reasonable wear and tear alone excepted.
All replacement parts, incorporated in or affixed to the EQUIPMENT after the
commencement of this LEASE shall become the property of LESSOR.
10. TITLE; LIENS; TAXES. The Equipment is, and shall at all times be and
remain (i) the sole and exclusive property of LESSOR; and the LESSEE shall have
no right, title or interest therein or thereto except as expressly set forth
in this LEASE; (ii) personal property notwithstanding that the EQUIPMENT or any
part thereof may now be or hereafter become, in any manner affixed or attached
to or imbedded in, or permanently resting upon, real property or any building
thereon. LESSEE agrees to affix nameplates or decals to the EQUIPMENT
indicating LESSOR'S ownership thereof if requested and supplied by LESSOR.
THIS LEASE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ABOVE AND ON THE
FOLLOWING PAGES AND RIDERS WHICH ARE MADE PART THEREOF AND WHICH LESSEE
ACKNOWLEDGES THAT IT HAS READ. IN WITNESS WHEREOF THE LESSEE HAS HEREBY
EXECUTED THIS NON CANCELLABLE LEASE THIS _____DAY OF _________________ 19___
<TABLE>
<S> <C>
ACCEPTED _____________ 19_____ LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
--------------------------------------------------
INTERNATIONAL FINANCIAL SERVICES CORP., Lessor SIGNED BY: /s/ Gary R. Fairhead
-------------------------------------------------
BY TITLE: President and Chief Executive Officer
- ---------------------------------------------------- --------------------------------------------------------
TITLE (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
- ----------------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON DATE: 3/27/97
----------------------------------------------------------
LEASE PAGES 1,2,3 ,4,5 - MUST BE ORIGINAL SIGNATURES LEASE ORIGINAL - 1
</TABLE>
<PAGE> 3
LESSEE shall keep the EQUIPMENT free and clear of levies, liens and
encumbrances and shall pay all license and registration fees, assessments,
filing or recording fees, documentary stamp tax, sale/use taxes, personal
property taxes, gross receipt taxes, excise taxes including value added taxes
and all other taxes (local, state and federal) which may now or hereafter be
imposed upon the ownership, leasing, rental, sale, purchase, possession or use
of the EQUIPMENT whether assessed to LESSOR or LESSEE excluding, however, all
taxes on or measured by LESSOR'S net income.
If such taxes are levied against the LESSOR, the LESSOR shall have the
right, subject to the following paragraph, but not the obligation, to pay any
such taxes, whether levied against the LESSOR or the LESSEE. In such event the
LESSEE shall reimburse the LESSOR therefor within five (5) days after receipt
of invoice and for the failure to make such reimbursement when due the LESSOR
shall have all remedies provided herein with respect to the nonpayment of the
rental hereunder. LESSEE shall give LESSOR immediate notice of any attachment
or other judicial process, liens or encumbrances affecting the EQUIPMENT and
shall indemnify and save LESSOR harmless from any loss or damage caused
thereby.
Notwithstanding the foregoing, LESSEE shall have the right, at its expense
and by appropriate legal proceedings, to contest the validity, applicability or
amount of any fees, assessments or taxes imposed upon the EQUIPMENT provided
that LESSEE shall not cause a tax lien to be levied against the EQUIPMENT or
LESSOR. LESSOR agrees to cooperate with LESSEE in any such contest and will
permit LESSEE to contest the same in the name of LESSOR (if required by law) or
in the name of LESSEE, all at LESSEE'S cost and expense. The non-payment of
any fee, tax or assessment by LESSEE in connection with such contest shall not
be deemed a default hereunder until final determination of such contest and
expiration of any due date established therein.
11. FILING. LESSEE hereby authorizes LESSOR to file financing statements with
respect to the EQUIPMENT or any collateral provided by LESSEE to LESSOR prior
to or following LESSOR's acceptance of this LEASE, in any State of the United
States in which the EQUIPMENT is located. LESSEE shall execute such
supplemental instruments and financing statements if LESSOR deems such to be
necessary or advisable and shall otherwise cooperate to defend the title of the
LESSOR by filing or otherwise. LESSEE, upon demand, shall promptly pay to
LESSOR all filing costs and fees incurred or paid by LESSOR.
12. INSURANCE. Commencing on the date risk passes to LESSOR from the supplier
and continuing until LESSEE has redelivered possession of the EQUIPMENT to
LESSOR, LESSEE, at its expense, shall keep the EQUIPMENT insured against all
risks of loss or damage from every cause whatsoever for the greater of the
total rent for the full term of this LEASE or the full undepreciated
replacement value (new) of the EQUIPMENT, and shall carry public liability
insurance, both personal injury and property damage, covering the EQUIPMENT and
its use. All insurance shall be of a type, form, in amounts, with companies
and contain terms and conditions reasonably satisfactory to LESSOR.
Certificates of insurance or other evidence satisfactory to LESSOR, including
the original or certified copies of the actual policies showing the existence
of insurance in accordance herewith, and the terms, conditions and payments
therefor shall be delivered to LESSOR upon LESSOR's request. Said insurance
shall provide for loss, if any, payable to LESSOR and LESSEE as their interests
may appear and shall name LESSOR as an additional insured for purposes of
liability insurance. The proceeds of insurance payable as a result of loss of
or damage to EQUIPMENT shall be applied, at the option of LESSEE: (a) toward
the replacement, restoration or repair of EQUIPMENT which may be lost, stolen,
destroyed or damaged; or (b) toward payment of the obligations of LESSEE
hereunder. In the event the LESSEE elects to apply insurance proceeds to the
repair or to the replacement of the damaged EQUIPMENT, this LEASE shall
continue in full force and effect. In the event LESSEE elects to apply
insurance proceeds to the payment of LESSEE'S obligations for rent hereunder,
the LESSEE's obligations for the rent hereunder shall be reduced by the amount
of such insurance proceeds, but the LESSEE shall be liable for any additional
rents due. Such reduction of rents shall be allocated solely to the item or
items lost, stolen, damaged or destroyed.
13. LOSS; DAMAGE. LESSEE assumes and shall bear the risk of loss and damage to
the EQUIPMENT from every cause whatsoever, whether or not insured. In the
event of any loss or damage to the EQUIPMENT, LESSEE, at the option of LESSEE,
shall (a) place the same in good repair, condition and working order; or (b)
replace the same with new EQUIPMENT; or (c) immediately pay to LESSOR the
following amount: the greater of (x) the total unpaid rentals for the entire
term hereof (discounted to present value at the rate of six (6) percent per
annum plus any amount due LESSOR pursuant to Section 18 hereof or (y) the fair
market value of the EQUIPMENT immediately prior to the loss or damage. Upon
such payment, together with payment of all other sums owing on said LEASE to
and including such payment date, LESSOR will transfer title to the affected
EQUIPMENT to LESSEE "as is", "where is", and without warranty, express or
implied but including the warranty of good and marketable title.
14. INDEMNITY. Lessee does hereby assume liability for and does agree to
indemnify, protect, save and keep harmless LESSOR, and any assignee of LESSOR
from and against any and all liabilities, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements, including court costs and
reasonable legal expenses, of whatever kind and nature, imposed on, incurred by
or asserted against LESSOR, and any assignee of LESSOR (whether or not also
indemnified against by any other person) in any way relating to or arising out
of this LEASE or the manufacture, purchase, ownership, delivery, lease,
possession, use, operation, condition, return or other disposition of the
EQUIPMENT by LESSEE, including without limitation any claim alleging latent or
other defects, whether or not discoverable by LESSOR or LESSEE; any claim for
patent, trademark or copyright infringement; any claim arising out of strict
liability in tort; and any taxes for which LESSEE is responsible pursuant to
this LEASE, but excluding any such claims arising from acts or omissions of
LESSOR or its assignees.
15. DEFAULT. Any of the following events or conditions shall constitute an
event of default hereunder; (a) LESSEE'S failure to pay when due any rent or
other amount due hereunder within 30 days after receipt by LESSEE of notice of
default: (b) LESSEE'S default in performing any other term, covenant or
condition hereof if such default is not cured within 30 days after receipt by
LESSEE of notice of default; (c) seizure of any EQUIPMENT under legal process;
(d) the filing by or against LESSEE of a petition for reorganization or
liquidation under the Bankruptcy Code or any amendment thereto or under any
other insolvency law providing for the relief of debtors; (e) the voluntary or
involuntary making of an assignment of a substantial portion of its assets by
LESSEE for the benefit of creditors, appointment of a receiver or trustee for
LESSEE or for any of LESSEE'S asset institution by or against LESSEE of any
formal or informal proceeding for dissolution, liquidation, settlement of
claims against or winding up of the affairs of LESSEE, or the making by LESSEE
of a transfer of all or a material portion of LESSEE's assets or inventory not
in the ordinary course of business and not for equivalent consideration.
16. REMEDIES. Upon LESSEE'S default, LESSOR shall have the right to exercise
any one or more of the following remedies; (a) without affecting LESSOR'S title
or right to possession of the EQUIPMENT, declare due, sue for and recover all
rents and other amounts then accrued or thereafter accruing for the entire
lease term, discounted to present value at 8% per annum or the sum calculated
per paragraph 27 below, whichever is greater, (b) require LESSEE to promptly
redeliver the EQUIPMENT in the manner specified in Section 9 hereof; or (c)
repossess the EQUIPMENT without notice, legal process, prior judicial hearing
or liability for trespass (which rights LESSEE hereby voluntarily,
intelligently and knowingly waives). Such return or repossession of EQUIPMENT
shall not terminate this LEASE unless LESSOR so notifies LESSEE in writing.
LESSOR, at its option may sell or re-lease the EQUIPMENT upon such terms as it
reasonably determines and apply the proceeds to LESSEE's obligations hereunder,
after deducting from such proceeds all costs and expenses of repossession and
disposition, reasonable attorney's fees, plus any amounts due LESSOR pursuant
to Section 18 hereof. LESSEE shall promptly pay any resulting deficiency,
together with interest at the lesser of sixteen (16%) percent and LESSOR's
reasonable attorneys' fees if legal action is required to collect such
deficiency. If LESSOR is unable to repossess the EQUIPMENT for any reason, the
EQUIPMENT shall be deemed a total loss and LESSEE shall pay to LESSOR the
amount due pursuant to Section 13 (c). All such remedies are cumulative and
may be enforced separately or concurrently and are in addition to any other
rights or remedies available to LESSOR at law or in equity. The foregoing
provisions of this Section 16 are subject to any mandatory requirement of
applicable law then in effect.
17. ASSIGNMENT. Without the prior written consent of LESSOR, LESSEE shall not
assign, transfer, pledge or hypothecate this LEASE and EQUIPMENT or any
interest in this LEASE or in and to the EQUIPMENT or permit its rights under
this LEASE to be subject to any lien, charge or encumbrance of any nature.
Notwithstanding the foregoing, LESSEE may assign the LEASE, the EQUIPMENT and
its interest in this LEASE and the EQUIPMENT to an affiliate or in connection
with a sale of all or substantially all of its assets to, or consolidation with
or merger of LESSEE into, any entity so long as such entity assumes the
obligations of LESSEE hereunder and immediately following such event is, in the
reasonable opinion of LESSOR, no less creditworthy than was LESSEE immediately
prior to such event. LESSOR shall have the right to assign this LEASE or any
part thereof. If LESSOR assigns the rents reserved herein or all or any of
the LESSOR's other rights hereunder, or amounts equal thereto, the right of the
assignee to receive the rentals as well as any other right of the assignee
shall not be subject to any defense, setoff, counterclaim or recoupment which
may arise out of any breach or obligation of LESSOR or by reason of any other
indebtedness or liability at any time owing by LESSOR to LESSEE. All rentals
due hereunder shall be payable to assignee by LESSEE in accordance with the
terms hereof. On receipt of notification of such assignment, LESSEE, subject
to its rights hereunder, shall become the pledgeholder of the EQUIPMENT for and
on behalf of the assignee and will relinquish possession thereof only to the
assignee or pursuant to its written order subject to LESSEE's rights hereunder.
LESSEE, on receiving notice of any such assignment, shall make payments as may
therein be directed. Following such assignments, the term "LESSOR" shall be
deemed to include or refer to LESSOR'S assignee, provided that no such assignee
shall be deemed to assume any obligation or duty imposed upon LESSOR hereunder
and LESSEE shall look only to LESSOR for performance thereof. There shall be
only one executed counterpart of this LEASE marked "Original" and all other
counterparts shall be marked "Duplicate". To the extent that LEASE constitutes
chattel paper (as defined in the Uniform Commercial Code) no security interest
in this lease may be created through the transfer or possession of any
counterpart other than the original.
18. DEPRECIATION AND INVESTMENT TAX CREDIT INDEMNITY. (THIS SECTION DOES NOT
APPLY IF LESSOR HAS AGREED IN WRITING TO PASS THE INVESTMENT TAX CREDIT (ITC)
TO LESSEE.) If, as to any EQUIPMENT, under any circumstances and for any
reason whatsoever, except through the fault of the LESSOR, LESSOR shall lose or
shall not have the right to claim, or there shall be disallowed or recaptured
(collectively a "loss") (1) any portion of the maximum ITC, allowable under the
Internal Revenue Code of 1954, as amended, for new property with a useful life
equivalent to the lease term for such EQUIPMENT; or (2) any prortion of the
claimed depreciation deductions for such EQUIPMENT, based on the cost thereof,
LESSEE agrees to pay LESSOR upon demand an amount which, in the reasonable
opinion of LESSOR, will cause LESSOR's after tax net yield in respect of such
equipment to equal the net yield that LESSOR would have received if LESSOR had
not suffered such loss.
TERMS AND CONDITIONS OF LEASE #97-054 CONTINUED LESSEE'S INITIALS /s/ GF
----------
LEASE ORIGINAL - 1
<PAGE> 4
19. ENTIRE AGREEMENT; NON-WAIVER; NOTICES; SEVERABILITY. This LEASE and each
rider hereto initialed by LESSEE contains the entire and only understanding
between LESSOR and LESSEE relating to the subject matter hereof. Any
representation, promises or conditions not contained herein shall not be
binding unless in writing and signed by duly authorized representatives of each
party. No covenant or condition of this LEASE can be waived except by the
written consent of LESSOR. Any notices required to be given hereunder shall be
given in writing at the address of each party herein set forth, or to such
other address as either party may substitute by written notice to the other
with a copy of any such notice sent to LESSEE sent to Henry J. Underwood, Jr.,
Esq., Defrees & Fiske, 200 South Michigan, Suite 1100, Chicago, Illinois 60604.
Whenever reference is made herein to the "LEASE," it shall be deemed to
include any Schedules attached hereto identifying all items of EQUIPMENT and
the applicable term and rent, and each rider hereto initialed by LESSEE, all of
which constitute one indivisible lease of equipment to which all the terms and
provisions hereof apply. If any provision of this LEASE is held invalid, such
invalidity shall not affect any other provisions hereof.
20. GENDER; NUMBER; JOINT AND SEVERAL LIABILITY; AUTHORIZATION. Whenever the
context of this LEASE requires, the masculine gender includes the feminine or
neuter and the singular number includes the plural; whenever the word "LESSOR"
is used herein, it shall include all assignees of LESSOR; whenever the word
"herein" is used referring to this LEASE, it shall include the applicable
Schedules hereto and each rider hereto initialed by LESSEE. If there is more
than one LESSEE named in this LEASE, the liability of each shall be joint and
several. LESSEE hereby authorizes LESSOR to insert equipment serial numbers
and other identification in the equipment description, when known.
21. SURVIVAL. LESSEE'S indemnities shall survive the expiration or other
termination of this LEASE.
22. CHOICE OF LAW, SERVICE OF PROCESS. This LEASE shall be binding and
effective on LESSOR only when signed by an officer of LESSOR at its home office
in Libertyville, Illinois, and except for local filing requirements, shall be
governed by Illinois law and shall be deemed to have been made in Libertyville,
Illinois. LESSEE does hereby submit to the jurisdiction of any courts
(federal, state or local) having situs within the State of Illinois with
respect to any dispute, claim or suit arising out of or relating to this LEASE
or LESSEE'S obligations hereunder.
23. QUIET ENJOYMENT. LESSOR represents and warrants to LESSEE that LESSOR has
good title to the EQUIPMENT with the full and unencumbered right to lease the
same to LESSEE. LESSOR covenants with LESSEE that so long as LESSEE is not in
default under this Lease, neither LESSOR nor any third party shall interfere
with LESSEE'S right to quiet possession and enjoyment of the EQUIPMENT. LESSOR
shall protect and defend LESSEE'S right to the quiet possession and enjoyment
of the EQUIPMENT against all claims and liens of LESSOR'S creditors. Upon
expiration of the term of this LEASE and exercise by LESSEE of its purchase
option, LESSOR shall transfer title to the EQUIPMENT to LESSEE pursuant to a
bill of sale providing for LESSOR'S warranty of good and marketable title to
the EQUIMENT but excluding any warranties relating to the physical condition of
the EQUIPMENT, including but not limited to the warranties of merchantability
or fitness for a particular purpose.
24. PURCHASE OPTION. LESSEE shall have the option, exercisable upon notice to
Lessor, to purchase all of the EQUIPMENT for one dollar ($1.00) effective upon
the expiration of the original term of this LEASE.
25. EFFECTIVE DATE OF LEASE. The effective date of this LEASE for purposes of
commencing LESSEE'S obligation to pay monthly rent shall occur upon LESSEE'S
acceptance of the EQUIPMENT.
26. EARLY TERMINATION OPTION. After acceptance of the EQUIPMENT in
accordance with this LEASE, LESSEE shall have the right to terminate its
obligations under this LEASE at any time upon 30 days prior notice to LESSOR
and payment of the balance as set forth on the amortization schedule attached
hereto as Exhibit A opposite the date two months after the pre-payment is
effective plus the Prepayment Penalty set forth on Exhibit A. The amortization
schedule shall be adjusted as necessary if the monthly rental is adjusted under
paragraph 27 hereof.
27. RENTAL ADJUSTMENT. When LESSEE accepts the EQUIPMENT, the monthly rental
amount of $3,088.00 will be adjusted in proportion to any increase or decrease
in five year treasury rates from March 5, 1997 until the effective date. Said
monthly payment, adjusted as necessary, shall be payable in advance for 60
months commencing on the first day of the month immediately following the
effective date.
Whenever any monthly rental payment is not paid when due and continues
unpaid 15 days after notice of non-payment is received by LESSEE, LESSEE agrees
to pay LESSOR on demand (as a fee to offset LESSOR'S collection and
administrative expenses) the greater of twenty-five dollars ($25.00) or three
and one-half percent (3 1/2%) of the overdue amount to the extent permitted by
applicable law.
TERMS AND CONDITIONS OF LEASE #97-054 LESSEE'S INITIALS /s/ GF
----------
LEASE ORIGINAL - 1
<PAGE> 5
<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-054
ADDRESS: 2201 LANDMEIER ROAD CONTACT: MS. LINDA BLAKE
ELK GROVE VILLAGE, IL 60007 PHONE #: 847-956-8000
TYPE OF COMPANY: CORPORATION SMT UNLIMITED L.P.
47650 WESTINGHOUSE, FREMONT, CA 94539
- --------------------------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $3,088.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $6,176.00 payable at the signing of this lease to be applied
TOTAL # OF LEASE PAYMENTS: 60 to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
ACCEPTANCE NOTICE
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
All items referred to above were received by us and were and are in good
order and condition and acceptable to us. The decals, labels, etc., if
required and supplied have been affixed to the above items. We approve payment
by you to the supplier. Lessee hereby certifies that the lessor has fully and
satisfactorily performed all covenants and conditions to be performed by it
under said lease agreement as of the date hereof.
Very Truly Yours,
<TABLE>
<S> <C>
LEASE DATED ___ DAY OF___________________________________ , 199___
VENDOR: This acceptance must be signed
by lessee and returned to us before your LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
invoice can be paid. ------------------------------------------------------
SIGNED BY: /s/ Gary R. Fairhead
--------------------------------------------------------
TITLE: President and Chief Executive Officer
------------------------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES
DATE: 3/27/97
-------------------------------------------------------------
</TABLE>
ACCEPTANCE NOTICE - 3
<PAGE> 6
<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-054
ADDRESS: 2201 LANDMEIER ROAD CONTACT: MS. LINDA BLAKE
ELK GROVE VILLAGE, IL 60007 PHONE #: 847-956-8000
TYPE OF COMPANY: CORPORATION EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
SMT UNLIMITED L.P.
47650 WESTINGHOUSE, FREMONT, CA 94539
- --------------------------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $3,088.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $6,176.00 payable at the signing of this lease to be applied
TOTAL # OF LEASE PAYMENTS: 60 to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
EQUIPMENT DISCLAIMER AND AGREEMENT
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
This will advise that LESSEE is aware of its obligations with reference to the
above lease and that LESSEE agrees in its name to enforce all warranties,
agreements, or representations, if any, which may be made by the supplier to
LESSEE. LESSEE agrees that INTERNATIONAL FINANCIAL SERVICES CORPORATION makes
no expressed or implied warranties as to any matter whatsoever, including,
without limitation the condition of the equipment, its merchantability or its
fitness for any particular purpose except as set forth in the LEASE. No defect
or unfitness of equipment shall release LESSEE of the obligation to pay rental
payments or of any other obligations under this lease agreement.
Very Truly Yours,
<TABLE>
<S> <C>
LEASE DATED ___ DAY OF___________________________ , 199__
LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
---------------------------------------------
SIGNED BY: /s/ Gary R. Fairhead
-----------------------------------------------
TITLE: President and Chief Executive Officer
---------------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES
DATE: 3/27/97
----------------------------------------------------
</TABLE>
EQUIPMENT DISCLAIMER AND AGREEMENT - 4
<PAGE> 7
<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-054
ADDRESS: 2201 LANDMEIER ROAD CONTACT: MS. LINDA BLAKE
ELK GROVE VILLAGE, IL 60007 PHONE #: 847-956-8000
TYPE OF COMPANY: CORPORATION SMT UNLIMITED L.P.
47650 WESTINGHOUSE, FREMONT, CA 94539
- --------------------------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $3,088.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $6,176.00 payable at the signing of this lease to be applied
TOTAL # OF LEASE PAYMENTS: 60 to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
LESSEE'S ACKNOWLEDGEMENT
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
As Lessee under the lease referred to above with International Financial
Services Corporation, the undersigned hereby acknowledges the Lessor's right to
assign its interest under the Lease and that Assignee does not assume any of
the obligations of the Lessor thereunder, consents to any such assignment and,
in consideration of the assignee having advanced funds to the Lessor to finance
the equipment described in the Lease, and in consideration of Assignee's
covenant with Lessee that so long as Lessee is not in default under the Lease,
Lessee will quietly possess the Equipment, free of interference from third
parties, agrees as follows: (a) that its obligation to pay directly to the
Assignee the amounts (whether designated as rentals or otherwise) which become
due from the Lessee as set forth in the Lease so assigned shall be absolutely
unconditional and shall be payable in strict accordance with the Lease, and it
promises so to pay the same notwithstanding any defense, set-off or
counterclaim whatsoever, whether by reason of breach of the Lease, the exercise
of any right or option thereunder, or otherwise, which it may or might now or
hereafter have as against the Lessor (the Lessee reserving its right to have
recourse directly against the Lessor on account of any such defense, set-off or
counterclaim); and (b) that, subject to and without impairment of the Lessee's
leasehold rights in and to the Equipment described in said Lease, Lessee holds
said Equipment and the possession thereof for the Assignee to the extent of the
Assignee's rights therein. There shall be only one executed counterpart of
this lease marked "Original" and all other counterparts shall be marked
"Duplicate." To the extent that Lease constitutes chattel paper (as defined in
the Uniform Commercial Code) no security interest in this lease may be created
through the transfer or possession of any counterpart other than the original.
Very Truly Yours,
<TABLE>
<S> <C>
LEASE DATED ___ DAY OF___________________________ , 199__
LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
---------------------------------------------
SIGNED BY: /s/ Gary R. Fairhead
-----------------------------------------------
TITLE: President and Chief Executive Officer
---------------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES
DATE: 3/27/97
----------------------------------------------------
</TABLE>
LESSEE'S ACKNOWLEDGMENT - 5
<PAGE> 8
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SCHEDULE "A" TO LEASE #97-054
AND/OR SECURITY AGREEMENT-MORTGAGE ON GOODS & CHATTELS
AND UNIFORM COMMERCIAL CODE #1 & #3 FILING FORM
DATED 3/27/97
-----------------
LESSEE: Sigmatron International, Inc.
LESSOR: INTERNATIONAL FINANCIAL SERVICES CORPORATION
EQUIPMENT AS DESCRIBED BELOW:
One (1) Stencil Printer; Including all accessories and attachments
thereto.
Including all accessories and attachments thereto and all proceeds thereof.
INTERNATIONAL FINANCIAL
SERVICES CORPORATION SIGMATRON INTERNATIONAL, INC.
By: By: /s/ Gary R. Fairhead
- ----------------------- -----------------------------------------
Title: Title: President and Chief Executive Officer
- ----------------------- --------------------------------------
SCHEDULE - 2
<PAGE> 9
EXHIBIT A
RESOLVED, that this Corporation be authorized to provide for ultimate use
by SMT Unlimited L.P.; Including all accessories and attachments (the
"Equipment"), the cost of said Equipment to be approximately $.
FURTHER RESOLVED, that this Corporation shall finance the acquisition of
the Equipment by selling it to and leasing it from International Financial
Services Corporation ("IFS") on the same or similar terms as this Corporation
has leased other equipment from IFS in the past.
FURTHER RESOLVED, that this Corporation be and it is hereby authorized to
enter into a sublease of the Equipment to SMT Unlimited L.P., which sublease is
to have a five-year term at a monthly rental equal to the cost of the Equipment
plus the cost to this Corporation to finance the purchase of the Equipment plus
2%.
FURTHER RESOLVED, Gary R. Fairhead, President and Chief Executive Officer
of this Corporation, alone or with the Secretary or any Assistant Secretary, be
and he is hereby authorized and directed to execute and deliver on behalf of
this Corporation such sale, lease and financing documents, including borrowing
resolutions to be certified by the Secretary or Assistant Secretary to the
above described equipment lease and sublease, and such other agreements,
certificates, affidavits or instruments related thereto, as he, in his sole
discretion, shall deem reasonable and appropriate to carry out the transactions
described herein.
<PAGE> 10
[LETTERHEAD OF INTERNATIONAL FINANCIAL SERVICES CORPORATION]
- --------------------------------------------------------------------------------
AFFIDAVIT
I, Linda K. Blake hereby swear that all financial
statements submitted to INTERNATIONAL FINANCIAL SERVICES
CORPORATION are true and accurate and further, reflect the
true financial condition of this company.
COMPANY: SIGMATRON INTERNATIONAL, INC.
BY: /s/ Linda K. Blake
--------------------------
TITLE: CFO
--------------------------
DATE: 3/27/97
--------------------------
<PAGE> 11
Lease # 97-054
REQUEST FOR INSURANCE
Gentlemen:
We expect to engage in a leasing program which makes it necessary that a Loss
Payee Policy on all our outstanding all risk insurance be issued naming
INTERNATIONAL FINANCIAL SERVICES CORPORATION, 1113 Milwaukee Avenue,
Libertyville, IL 60048, as additional insured as its interest may appear.
Please have one certificate issued with respect to each of our outstanding
policies.
We would appreciate your cooperation in attending to this matter as quickly as
possible.
LESSEE: SIGMATRON INTERNATIONAL, INC.
/s/ Schwartz Brothers Ins.
- ------------------------------
/s/ Cathy Giblin
- ------------------------------
Insurance Company/Agent's Name ADDRESS: 2201 Landmeier Road
Elk Grove Village
IL
135 S. LaSalle St. 60007
- ------------------------------
Address
Chicago, IL 60603
- ------------------------------
City State Zip X /s/ Linda K. Blake
------------------------
312-630-0855 Lessee signature
- ------------------------------
Phone Number
312-630-0833
- ------------------------------
Fax Number
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A".
TOTAL EQUIPMENT COST: $150,000.00
<PAGE> 12
TAX STATUS CERTIFICATE
FOR
California
SALES AND USE TAXES
The undersigned Purchaser, being fully informed concerning the CALIFORNIA Sales
and Use Tax Acts and their Rules and Regulations, hereby certifies that he is
either legally Subject to such taxes or is entitled to Exemption from such
taxes, by reason of one or more of the classifications listed below.
Please check one:
/ / Subject to State Sales and Use Taxes.
/X/ Exempt, as Equipment and Parts are to be
used in production and/or industrial
processing. (PROVIDE STATE REGISTRATION
NUMBER AND A copy of Tax Exempt
Certificate).
/ / Exempt, for other reasons, specified
below: (attach copy of tax exempt
Certificate).
----------------------------------------
----------------------------------------
----------------------------------------
The undersigned hereby makes this Certificate a part of each order, unless
otherwise specified on such order; and agrees to reimburse the seller/lessor
for any deficiencies imposed by the state of CALIFORNIA for any violation of
such Rules and Regulations.
This Certificate shall remain in effect for a period for which the State of
CALIFORNIA shall hold the seller/lessor liable.
Company Name: SIGMATRON INTERNATIONAL, INC.
Authorized signature:
/s/ Linda K. Blake
-----------------------------------
Title: CFO
-----------------------------
Date: 3/27/97
-----------------------------
<PAGE> 13
[LOGO APPEARS HERE] ILLINOIS DEPARTMENT OF REVENUE
This certifies that the person or business shown below is registered as a
reseller and is authorized to purchase tangible personal property free of the
Retailers' Occupation Tax or related taxes. The tangible personal property
must be purchased for resale and all sales must be made in a nontaxable manner.
This Certificate of Registration must be displayed in plain view at the
registrant's place or business.
SIGMATRON INTERNATIONAL, INC [SEAL OF THE STATE OF ILLINOIS]
2201 LANDMEIER RD
ELK GROVE VILLAGE IL 60007 /s/ Raymond T. Wagro, Jr.
-------------------------
EXPIRES: FEBRUARY 1997 2508-5931 DIRECTOR OF REVENUE
<PAGE> 14
- --------------------------------------------------------------------------------
------------------------------------------------------------
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S. Milwaukee Avenue, Suite 303
Libertyville, IL 60048
(847)-549-0100 FAX (847)-549-0119
------------------------------------------------------------
--------------
INVOICE
--------------
- ----------------------------------------------- ---------------
LESSEE: Linda K. Blake
SIGMATRON INTERNATIONAL, INC. LEASE #
97-054
---------------
ADDRESS: 2201 Landmeier Road
------------
Invoice Date
Elk Grove Village IL 60007 3/24/97
------------
- -----------------------------------------------
<TABLE>
<CAPTION>
------------------------------------------------------------------------
DESCRIPTION AMOUNT
------------------------------------------------------------------------
<S> <C>
Advanced lease payments for Lease # 97-054
the last two lease payments. $6,176.00
Less payment received:
Check: 913374 $6,176.00
---------
TOTAL AMOUNT DUE AT INTERNATIONAL FINANCIAL
SERVICES CORPORATION: $ 0.00
---------
</TABLE>
PAYMENT DUE UPON RECEIPT
- --------------------------------------------------------------------------------
<PAGE> 15
CONSENT TO SUBLEASE
INTERNATIONAL FINANCIAL SERVICES CORPORATION, ("IFS"), as Lessor under
that certain Lease Agreement No. 97-054 (the "Lease"), between Lessor and
SIGMATRON INTERNATIONAL, INC.("SIGMA"), as Lessee, hereby consents to the
sublease by SIGMA of the property under the Lease to SMT UNLIMITED L.P.
("SMT"), as Sublessee, pursuant to the terms of that certain Sublease Agreement
dated March 27, 1997 (the "Sublease"). Notwithstanding said Sublease, monthly
rental payments under the Lease in the amount of Three Thousand and
Eighty-Eight Dollars ($3,088.00) shall continue to be paid directly by SIGMA to
IFS in accordance with the Lease.
Dated: ________________________ INTERNATIONAL FINANCIAL
SERVICES CORPORATION
BY:
--------------------
ITS: Asst. Operations Mgr.
----------------------
ASSIGNMENT
For Value Received, SIGMA hereby collaterally assigns the Sublease to IFS and
its assignees as additional security for SIGMA'S obligations to IFS under the
Lease. Notwithstanding the foregoing, unless SIGMA is declared in default by
IFS under the Lease, SIGMA shall be entitled to receive all benefits and
enforce all rights under the Sublease, free of any claim by IFS or its
assignees.
Acknowledged by:
SUBLESSOR: SUBLESSEE:
SIGMATRON INTERNATIONAL, INC. SMT UNLIMITED L.P.
BY: Linda K. Blake BY: /s/ Gary R. Fairhead
----------------------------------- --------------------------------
ITS: CFO ITS: Chairman
----------------------------------- --------------------------------
INTERNATIONAL FINANCIAL SERVICES CORPORATION
BY:
-------------------------
ITS:
------------------------
<PAGE> 16
AMENDMENT "A" TO LEASE #97-054
LESSOR: International Financial Services Corporation
1113 S. Milwaukee Ave., #303
Libertyville, IL 60048
LESSEE: SIGMATRON INTERNATIONAL INC.
2201 Landmeier Road
Elk Grove, IL 60007
AMEND LEASE AS FOLLOWS:
<TABLE>
<CAPTION>
<S> <C>
TERM:60 $3,183.00 per period for the first 60 periods:
Periods are: Monthly followed by $0.00 per period for
Total # of Lease for the next 0 periods, followed by $0.00
Payments: 60 per period for the next 0 periods. ADVANCE
Effective Date: rentals, $6,366.00 payable at the signing
of this lease to be applied to the last
two lease payments.
</TABLE>
All other terms, conditions, guaranties, additional collateral of the lease
between: LESSEE and INTERNATIONAL FINANCIAL SERVICES CORPORATION remain in full
force and effect.
<TABLE>
<CAPTION>
INTERNATIONAL FINANCIAL
SERVICES CORPORATION SIGMATRON INTERNATIONAL, INC.
- ----------------------- -----------------------------
<S> <C>
By: By:
--------- -------
Title: Title:
------ -------
Date: Date:
------- --------
</TABLE>
<PAGE> 17
FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant to the Uniform
Commercial Code and will remain effective, with certain exceptions, for 5 years
from date of filing.
- ---------------------------------------------------------------------------
A. NAME & TEL. # OF CONTACT AT FILER B. FILING OFFICE ACCT. #
(optional) (optional)
- ---------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)
INTERNATIONAL FINANCIAL SERVICES
CORPORATION
1113 S. Milwaukee Ave.
Libertyville, IL 60048
- ----------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (if applicable): [ ] LESSOR/LESSEE
[ ] CONSIGNOR/CONSIGNEE
[ ] NON-UCC FILING
- ----------------------------------------------------------------------------
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b)
1a. ENTITY'S NAME
SMT UNLIMITED L.P.
OR -------------------------------------------------------------------------
1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
- ----------------------------------------------------------------------------
1c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
47650 Westinghouse Dr. Fremont CA 94539
- -----------------------------------------------------------------------------
1d. S.S. OR OPTIONAL 1e. TYPE OF 1f. ENTITY'S STATE 1g. ENTITY'S
TAX I.D.# ADD'NL INFO ENTITY OR COUNTRY OF ORGANIZATIONAL
RE ENTITY ORGANIZATION I.D. #, if any
DEBTOR
[ ] NONE
===============================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name
(2a or 2b)
2a. ENTITY'S NAME
OR ---------------------------------------------------------------------------
2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
- ------------------------------------------------------------------------------
2c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
- ------------------------------------------------------------------------------
2d. S.S. OR OPTIONAL 2e. TYPE OF 2f. ENTITY'S STATE 2g. ENTITY'S
TAX I.D.# ADD'NL INFO ENTITY OR COUNTRY OF ORGANIZATIONAL
RE ENTITY ORGANIZATION I.D. #, if any
DEBTOR
[ ] NONE
===============================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME -
insert only one secured party name (3a or 3b)
3a. ENTITY'S NAME
INTERNATIONAL FINANCIAL SERVICES CORPORATION #97-054
OR ---------------------------------------------------------------------------
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
- ------------------------------------------------------------------------------
3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
1113 S. Milwaukee Ave., Libertyville IL 60048
#303
===============================================================================
4. This FINANCING STATEMENT covers the following types or items of property:
Stencil Printer; Including all accessories and attachments thereto.
===============================================================================
<TABLE>
<S> <C>
5. CHECK [ ] This FINANCING STATEMENT is signed by the Secured Party instead 7. If filed in Florida (check one)
BOX of the Debtor to perfect a security interest (a) in collateral [ ] Documentary [ ] Documentary stamp
(if applicable) already subject to a security interest in another jurisdiction stamp tax paid tax not applicable
when it was brought into this state, or when the debtor's
location was changed to this state, or (b) in accordance with
other statutory provisions (additional data may be required)
</TABLE>
<TABLE>
================================================================================================================================
<S> <C>
6. REQUIRED SIGNATURE(S) 8. [ ] This FINANCING STATEMENT is to be filed (for record) (or recorded)
Linda K. Blake in the REAL ESTATE RECORDS Attach Addendum (if applicable)
--------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
9. Check to REQUEST SEARCH CERTIFICATE(S) on Debtor(s)
(ADDITIONAL FEE)
(Optional) [ ] All Debtors [ ] Debtor 1 [ ] Debtor 2
=================================================================================================================================
</TABLE>
<PAGE> 18
GENERAL INSTRUCTIONS FOR NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS)
Please type or laser-print this form. Be sure it is completely legible. Read
all Instructions.
Fill in form very carefully; mistakes may have important legal consequences.
Follow Instructions completely. If you have questions, consult your attorney.
Filing officer cannot give legal advice.
Do not insert anything in the open space in the upper portion of this form; it
is reserved for filing officer use.
When properly commpleted, send Filing Officer Copy, with required fee, to
filing officer. If you want an acknowledgment, also send Acknowledgment Copy,
otherwise detach. If you want to make a search request, complete item 9 and
send Search Request Copy, otherwise detach. Always detach Debtor and Secured
Party Copies.
If you need to use attachments, use 8-1/2x11 inch sheets and put at the top of
each additional sheet the name of the first Debtor, formatted exactly as it
appears in item 1 of this form; you are encouraged to use Addendum ( Form
UCC1Ad).
ITEM INSTRUCTIONS
1. Debtor name: Enter only one Debtor name in item 1, an entity's
name (1a) or an individual's name (1b). Enter Debtor's exact full legal
name. Don't abbreviate.
1a. Entity Debtor. "Entity" means an organization having a legal identity
separate from its owner. A partnership is an entity; a sole
proprietorship is not an entity, even if it does business under a trade
name. If Debtor is a partnership, enter exact full legal name of
partnership; you need not enter names of partners as additional Debtors.
If Debtor is a registered entity (e.g., corporation, limited partnership,
limited liability company), it is advisable to examine Debtor's current
filed charter documents to determine correct name, entity type, and state
of organization.
1b. Individual Debtor. "Individual" means a natural person and a sole
proprietorship, whether or not operating under a trade name. Don't use
prefixes (Mr., Mrs., Ms.). Use suffix box only for titles of lineage
(Jr., Sr., III) and not for other suffixes or titles (e.g., M.D.). Use
married woman's personal name (Mary Smith, not Mrs. John Smith). Enter
individual Debtor's family name (surname) in Last Name box, first given
name in First Name box, and all additional given names in Middle Name box.
For both entity and individual Debtors: Don't use Debtor's trade name,
D/B/A, A/K/A, F/K/A, etc. in place of Debtor's legal name; you may add such
other names as additional Debtors in you wish.
1c. An address is always required for the Debtor named in 1a or 1b.
1d. Debtor's social security or tax identification number is required
in some states. Enter social security number of a sole proprietor, not
tax identification number of the sole proprietorship.
1e,f,g. "Additional information re entity Debtor" is optional. It
helps searchers to distinguish this Debtor from others with the same or a
similar name. Type of entity and state of organization can be determined
from Debtor's current filed charter documents. Organizational I.D.
number, if any, is assigned by the agency where the charter document was
filed; this is different from taxpayer I.D. number; this should be
entered preceded by the 2-character U.S. Postal identification of state of
organization (e.g., CA12345, for a California corporation whose
organizational I.D. number is 12345).
Note: If Debtor is a transmitting utility as defined in applicable Commercial
Code, attach Addendum (Form UCC1Ad) and check box Ad8.
2. If an additional Debtor is included, complete item 2, determined
and formatted per Instruction 1. To include further additional Debtors,
or one or more additional Secured Parties, attach either Addendum (Form
UCC1Ad) or other additional page(s), using correct name format. Follow
Instruction 1 for determining and formating additional names.
3. Enter information, determined and formatted per Instruction 1. If
there is more than one Secured Party, see Instruction 2. If there has
been a total assignment of the Secured Party's interest prior to filing
this form, you may provide either assignor Secured Party's or assignee's
name and address in item 3.
`
4. Use item 4 to indicate the types or describe the items of
collateral. If space in item 4 is insufficient, put the entire collateral
description or continuation of the collateral description on either
Addendum (Form UCC1Ad) or other attached additional page(s).
5, 6. All Debtors must sign. Under certain circumstances, Secured
Party may sign instead of Debtor; if applicable, check box in item 5 and
provide Secured Party's signature in item 6, and under certain
circumstances, in some states, you must also provide additional data; use
Addendum (Form UCC1Ad) or attachment to provide such additional data.
7. If filing in the state of Florida you must check one of the two
boxes in item 7 to comply with documentary stamp tax requirements.
8. If the collateral consists of or includes fixtures, timber,
minerals, and/or mineral-related accounts, check the box in item 8 and
complete the required information on Addendum (Form UCC1Ad). If the
collateral consists of or includes crops, consult applicable law of state
where this Financial Statement is to be filed and complete Ad3b, and Ad4
if required, on Addendum (Form UCC1Ad) and, if required, check box in
item 8.
9. Check box 9 to request Search Certificate(s) on all or some of the
Debtors named in this Financing Statement. The Certificate will list all
Financing Statements on file against the designated Debtor currently
effective on the date of the Certificate, including this Financing
Statement. There is an additional fee for each Certificate. This item is
optional. If you have checked box 9, file copy 3 ( Search Request Copy)
of this form together with copies 1 and 2. Not all states will honor a
search request made via this form; some states require a separate request
form.
INSTRUCTIONS RE OPTIONAL ITEMS A-D
A. To assist filing officers who might wish to communicate with
filer, filer may provide information in item A. This item is optional.
B. If filer has an account with filing officer or is authorized to
pay fees by means of a card (credit or debit) adn wishes to use such means
of payment, check the appropriate box and enter filer's account number in
item B, or, in the alternative, filer may present this information by a
cover letter.
C. Complete item C if you want acknowledgment copy returned and you
have presented simultaneously a carbon or other copy of this form for use
as an acknowledgment copy.
D. If filer desires to use titles of lessee and lessor, or consignee
and consignor, instead of Debtor and Secured Party, check the appropriate
box in item D. This item is optional. If this is not a UCC security
interest filing (e.g., a tax lien, judgment lien, etc.), check the
appropriate box in item D, complete items 1-9 as applicable and attach any
other items required under other law.
<PAGE> 19
UNIFORM COMMERCIAL CODE - FINANCING STATEMENT - FORM UCC-1 REORDER FROM
REGISTRE, INC.
514 PIERCE ST.
ANOKA, MN 55303
(612) 421-1713
INSTRUCTIONS:
1. PLEASE TYPE this form. Fold only along perforation for mailing.
2. Remove Secured Party and Debtor copies and send other 3 copies with
interleaved carbon paper to the filing officer. Enclose filing fee.
3. If the space provided for any item(s) on the form is inadequate the
item(s) should be continued on additional sheets, preferably 5"x8" or
8"x10". Only one copy of such additional sheets need be presented to the
filing officer with a set of three copies of the financing statement.
Long schedules of collateral, indentures, etc., may be on any size paper
that is convenient for the secured party. Indicate the number of
additional sheets attached.
4. If collateral is crops or goods which are or are to become fixtures,
describe generally the real estate and give name of record owner.
5. When a copy of the security agreement is used as a financing
statement, it is requested that it be accompanied by a completed but
unsigned set of these forms, without extra fee.
6. At the time of original filing, filing officer should return third
copy as an acknowledgement. At a later time, secured party may date and
sign Termination Legend and use third copy as a Termination Statement.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
This FINANCING STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code: |3. Maturity date
(if any):
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address(es) |2. Secured Party(ies) and address(es |For Filing Officer (Date,
SIGMATRON INTERNATIONAL, | INTERNATIONAL FINANCIAL |Time, Number, and Filing
INC. | SERVICES CORPORATION, #97-054 |Office)
2201 Landmeier Road | 1113 S. Milwaukee, #303 |
Elk Grove Village, IL | Libertyville, IL 60048 |
Tax ID/Social Security No. 60007 |Tax ID/Social Security No. |
- ----------------------------------------------------------------------------------------------------------
4. This financing statement covers the following types (or items) of property: |
|
|
Stencil Printer; Including all accessories and |--------------------------
attachments thereto. |5. Assignee(s) of Secured
| Party and Address(es)
|
|
|
|
---------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the debtor's signature to perfect a security interest in collateral. (check /X/ if so) |Filed with
|
/ / already subject to a security interest in another jurisdiction when it was brought into this state. |
/ / which is proceeds of the original collateral described above in which a security interest was perfected: |
- ------------------------------------------------------------------------------------------------------------------------------------
Check /X/ if covered: / / Proceeds of Collateral are also covered. / / Products of Collateral are also covered. No. of additional
Sheets presented:
- ------------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------- ----------------------------------------------------
By: /s/ Linda K. Blake By:
----------------------------------------------------- ----------------------------------------------------
Signature(s) of Debtor(s) Signature(s) of Secured Party(ies)
</TABLE>
STANDARD FORM - FORM UCC - 1.
(1) Filing Officer Copy - Alphabetical
<PAGE> 1
EX.-10.36
[INTERNATIONAL FINANCIAL SERVICES CORPORATION LETTERHEAD]
- -------------------------------------------------------------------------------
June 26, 1997
SIGMATRON INTERNATIONAL
Attn: Ms. Linda Blake
2201 Landmeier Road
Elk Grove, IL 60007
RE: Lease #97-087
Dear Ms. Blake:
We have been notified for final funding on lease #97-087. Pursuant to the
"Payment Adjustment" clause on your original lease proposal dated April 22,
1997, the monthly payment on lease #97-087 will be lowered. Five Year
Treasuries on April 22, 1997, were at 6.74% (plus 2.25%) for a running rate of
8.99%, and are now at 6.32% (plus 2.25%) for a running rate of 8.57% as of June
26, 1997. However, please be advised we only took into consideration 2.25% for
the sales tax when it should have been 3.25%. We have now adjusted the
transaction to include the additional 1.00% sales tax. The total equipment cost
is $684,855.00 plus the sales tax of 22,257.00 (3.25%) bringing the total
transaction amount to $707,113.00 with a running rate of 8.57%. Therefore, your
monthly payment has been adjusted proportionately and your new monthly payment
is hereby fixed permanently at $14,531.00 for 60 months.
Please sign this document at the "x" on original paper (not fax thermo paper)
and return it to IFS as soon as possible so we may proceed with the funding.
Please fax a copy of the amendment to my attention. Please forward the copies
with your original signatures to me via overnight mail. Thank you for your
assistance in this matter. If you have any questions please don't hesitate to
contact me.
Sincerely,
/s/ Christine Deering
- ---------------------
Christine Deering
Documentation Manager
SIGMATRON INTERNATIONAL, INC.
hereby authorizes
IFSC to disburse 100% of the balance
On Lease #97-087.
BY: /s/ Linda K. Blake
--------------------------------
Sigmatron International, Inc.
Corporate Offices: 1113 South Milwaukee Avenue, Suite 301 Libertyville,
Illinois 60048
<PAGE> 2
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S. Milwaukee Avenue, Suite 303
Libertyville, IL 60048
(708)-549-0100 FAX (708)-549-0119
---------------------------------------------------
AMENDMENT "A" TO LEASE # 97-087
------------------------ ------
LESSOR: International Financial Services Corporation
1113 S. Milwaukee Avenue, Suite 303
Libertyville, IL 60048
LESSEE: SIGMATRON INTERNATIONAL, INC.
ADDRESS: 2201 Landmeier Road
Elk Grove Village, IL 60007
AMEND LEASE AS FOLLOWS:
TERM: 60 $14,531.00 per period for the first 60 periods
PERIODS ARE: MONTHLY followed by $0.00 per period for the next 0
TOTAL # OF LEASE periods, followed by $0.00 per period for the next
PAYMENTS: 60 0 periods. ADVANCE RENTALS, $29,062.00 payable at
EFFECTIVE DATE: the signing of this lease to be applied to the
last two lease payments.
All other terms, conditions, guaranties, additional collateral of the lease
between:
SIGMATRON INTERNATIONAL, INC.
-----------------------------
and INTERNATIONAL FINANCIAL SERVICES CORPORATION remain in full force and
effect.
AGREED:
INTERNATIONAL SIGMATRON INTERNATIONAL, INC.
FINANCIAL
SERVICES CORPORATION
BY: BY: /s/ Linda K. Blake
-------------------------- --------------------------
TITLE: TITLE: CFO
----------------------- -----------------------
DATE: DATE: 7/1/97
------------------------ ------------------------
<PAGE> 3
LEASE APPLICATION
[INTERNATIONAL FINANCIAL SERVICES CORPORATION LETTERHEAD]
- ---- ---- ---- ----
LESSEE NAME AND ADDRESS OF SUPPLIER
NAME SIGMATRON INTERNATIONAL April 22, 1997
ADDRESS 2201 Landmeier Road LEASE PROPOSAL A
CITY Elk Grove Village,
STATE/ZIP Illinois 60007
- ---- ---- ---- ----
(CHECK ONE) A / / CORPORATION / / PARTNERSHIP SUPPLIER S'MAN
/ / PROPRIETORSHIP ------------
NAME OF EQUIPMENT LOCATION:
PERSON TO IF OTHER THAN ABOVE
CONTACT Ms. Linda Blake ADDRESS OF APPLICANT
------------------------------
TEL: 847-956-8000
----------------- --------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
QUANTITY DESCRIPTION: MODEL NO., CATALOG NO., SERIAL NO., OR OTHER IDENTIFICATION PRICE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fuji High Speed Chip Placer & Conveyor PLUS APPLICABLE $684,855.00
FREIGHT AND TAX
BE SURE TO INCLUDE: FEDERAL EXCISE TAX, TRANSPORTATION, SALES TAX, LESS TRADE-IN, ETC.
- ---------------------------------------------------------------------------------------------------------------------------------
Term 60 $ 14,213.00 per period for the first Sixty periods followed by $ XXXXXX
------------------- ------------------- ------------------- ---------------
Periods are MONTHLY per period for the next XXXXXX periods, followed by $ XXXXXX per period
------------ -------------------- --------------------
Total # of Lease for the next XXXXXX periods. ADVANCE RENTALS. $ 28,426.00 payable at the
Payments 60 ------------------------------- ---------------
---------------- time of signing this application to be applied to the LAST TWO
-----------------------------------------------
Effective Date rental payments. PURCHASE OPTION: $1.00 ITC:
--------------- -------------------- -----------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
TRADE REFERENCES, NAME, ADDRESS AND PHONE# PARTY TO CONTACT
1.
- ---------------------------------------------------------------------------------------------------------------------------------
2.
- ---------------------------------------------------------------------------------------------------------------------------------
3.
- ---------------------------------------------------------------------------------------------------------------------------------
4.
- ---------------------------------------------------------------------------------------------------------------------------------
5.
- ---------------------------------------------------------------------------------------------------------------------------------
BANK REFERENCE, NAME, ADDRESS AND PHONE#
1.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Attached is latest fiscal balance sheet and profit and loss statements with
supporting notes and schedules for year ending
1. Each undersigned represents that all information provided is true and
compelete. International Financial Services Corporation or any agent
or participant authorized to make all inquiries it deems necessary to
verify the accuracy of the information provided and conduct further
investigation with my permission to determine the undersigned's
creditworthiness. International Financial Services Corporation or any
agent thereof is authorized to answer questions about its credit
experience with the undersigned.
2. Advance rentals are required with this application. Advance rentals are
refundable, less processing fees in the event International
Financial Services Corporation cannot approve the credit of the
applicant. Once International Financial Services Corporation has
approved the credit or additional terms for the above lease or financing
or any other lease or financing acceptable to applicant, all advance
payments are earned and NON-REFUNDABLE and shall be held as
NON-REFUNDABLE commitment fees. Applicant will promptly provide any
additional credit or financial information that International Financial
Serivces Corporation deems necessary to this transaction.
Lessee shall execute or cause to be executed all lease documentation
required by the International Financial Services Corporation or any of
its correspondents or participants including, but not limited to:
lease; equipment schedules; letters of authorization; corporate
resolutions; waivers of security interests; landlord's waiver,
mortgagee's waiver; personal and corporate guarantees of necessary
parties; financing statements and schedules; additional loss payee
insurance clauses. International Financial Services Corporation is
hereby authorized to sign and file any appropriate financing statement
amendment, extension, or search relating to the equipment subject
to Lease or Financing. The monthly payment quoted above is subject to
adjustment to any increase in cost of funds from the date of the
proposal to the date of final funding. Applicant hereby warrants that
all creditors are being paid on a prompt and timely basis and further
warrants that there are no outstanding judgments or tax liens against
the applicant or any prior liens against any additional collateral to be
pledged.
3. INSURANCE-As stated in Section 10 of Lease, applicants must insure the
equipment of loss in the amount of the outstanding rental payments. I
hereby authorize International Financial Services Corporation to
obtain from
------------------------------------------------------------
(Agency)
----------------------------------------------------------------
(Address) (Phone#)
------------------------------ -------------------------
(Representative), the above insurance.
------------------------------
Gentleman: Please report all credit information you have on our firm to
International Services Corp., 1113 South Milwaukee Avenue, Suite 301,
Libertyville, Illinois 60048, Phone (847) 549-0100.
LESSEE SIGMATRON INTERNATIONAL
------------------------------
Print or Type
DATE 4/24/97 SIGNED /s/ Linda K. Blake
----------- ------------------------------
TITLE CFO
------------------------------
IFS #1115
(REV. 10/96)
<PAGE> 4
[INTERNATIONAL FINANCIAL SERVICES CORPORATION LETTERHEAD]
- -------------------------------------------------------------------------------
April 22, 1997
LEASE PROPOSAL A
FOR
SIGMATRON INTERNATIONAL
-----------------------
A. EQUIPMENT: Fuji High Speed Chip Placer & Conveyor
B. EQUIPMENT COST: $684,855.00 PLUS APPLICABLE FREIGHT & TAX
C. LEASE TERM: Sixty (60) Months
D. MONTHLY RENTAL: $14,213.00 for Sixty (60) Months
E. ADVANCE RENTAL: Advance rental requirements shall be the last two payments as
advance rental. All advance rentals are totally refundable, less processing
fee, if INTERNATIONAL FINANCIAL SERVICES CORPORATION cannot approve the
Lessee's credit for this lease. Once INTERNATIONAL FINANCIAL SERVICES
CORPORATION has approved the credit, all advance rentals are non-refundable.
F. PURCHASE OPTION: The purchase option shall be $1.00.
G. PAYMENT ADJUSTMENT: The monthly payment quoted above is subject to
adjustment in proportion to any increase or decrease in money rates from
April 22, 1997 to the date of the final funding.
H. NET NET NET LEASE: All taxes, insurance and maintenance shall be the
responsibility of the Lessee (user).
I. CREDIT APPROVAL: This proposal is subject to International Financial
Services Corporation credit approval.
J. STARTING DATE: The lease will begin upon satisfactory delivery of the
equipment to the Lessee.
K. PROGRESS PAYMENTS: IFS has the ability to make Progress Payments to the
Vendor on your behalf. IFS shall charge Lessee 1-3/4 over prime on all
Progress Payments made.
<PAGE> 5
[INTERNATIONAL FINANCIAL SERVICES CORPORATION LETTERHEAD]
- -------------------------------------------------------------------------------
May 6, 1997
Ms. Linda Blake
SigmaTron International, Inc.
2201 Landmeier Road
Elk Grove Village, IL 60007
Dear Ms. Blake:
Enclosed please find all the necessary documentation for Lease #97-087 based on
a total equipment lease/financing of $700,265.00 between SIGMATRON
INTERNATIONAL, INC. AND INTERNATIONAL FINANCIAL SERVICES CORPORATION. Each set
of documents are to be executed are as follows:
1. Lease - each page of the five page lease must be signed separately; and
6-Schedule "A"s - please sign at the red "x".
2. 3 UCC-1's - please sign at the red "X".
3. Tax Status Certificate - please complete and sign.
4. Invoice for advance rentals.
5. Request for Insurance - please complete and sign at the red "x".
6. Early Payoff Schedule.
7. Please provide us with an original Corporate Leasing Resolution.
8. Consent to Sublease and Sublease Agreement - please have completed.
9. Please enclose copies of cancelled checks (front and back) for
reimbursement purposes.
Please return these documents immediately to the undersigned. Should you have
any questions regarding the documents please feel free to contact me or Julie
Kennelly.
Sincerely,
/s/Christine Deering
- ---------------------
Christine Deering
Documentation Manager
<PAGE> 6
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
<TABLE>
<S> <C>
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-087
ADDRESS: 2201 LANDMEIER ROAD CONTACT: MS. LINDA BLAKE, PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
SMT UNLIMITED L.P.
TYPE OF COMPANY: CORPORATION 47650 WESTINGHOUSE DR., FREMONT, CA 94539
- -------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $14,533.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $29,066.00 payable at the signing of this lease
TOTAL # OF LEASE PAYMENTS: 60 to be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- -------------------------------------------------------------------------------------------------------
</TABLE>
TERMS AND CONDITIONS OF LEASE
1. LEASE. LESSOR hereby leases to LESSEE and LESSEE hereby hires and takes
from LESSOR, the personal property set forth on the EQUIPMENT Schedule above
and any Schedule attached hereto with all accessories incorporated therein
and/or affixed thereto, hereinafter referred to as EQUIPMENT.
2. RENTALS. During and for the original term hereof LESSEE hereby agrees to
pay LESSOR as and for rental of the EQUIPMENT the amounts specified above as
monthly or other calendar period rental multiplied by the number of months or
periods specified above. The first rental payment shall be made on the
effective date as set forth above. In the event the effective date is omitted
when the LEASE is executed by the LESSEE, the LESSOR is authorized to and shall
insert the effective date of this LEASE which shall be the date of delivery of
EQUIPMENT. Subsequent monthly or other period rental payments shall be due on
the same day of subsequent months or other calendar periods as the effective
date of this LEASE. All payments shall be made at the office of the LESSOR at
1113 S. Milwaukee Avenue, Libertyville, IL 60048, or as otherwise directed by
the LESSOR or assignee in writing.
3. TERM. The original term of this LEASE shall commence on the date that the
EQUIPMENT is delivered to LESSEE and shall terminate upon the expiration of
the number of months, or other calendar periods, set forth above from said
date. Said rent shall be payable monthly in advance.
4. EQUIPMENT AND LIABILITY. LESSOR, at the request of LESSEE, has ordered or
shall order the EQUIPMENT described above from a supplier selected by LESSEE.
LESSOR shall not be liable for specific performance of this LEASE or for
damages, if , for any reason, supplier fails to accept such order or delays or
fails to fill the order. LESSEE agrees to accept such EQUIPMENT and to
complete the acceptance notice provided by LESSOR.
5. PLACE OF USE; INSPECTION. LESSEE shall keep the EQUIPMENT at its place of
business as specified above. LESSEE covenants and agrees not to allow the use
of EQUIPMENT by other than the employees of the LESSEE and covenants and agrees
not to rent or sublet the EQUIPMENT or any part thereof to others for their own
use. Whenever requested by LESSOR, LESSEE shall promptly advise LESSOR as to
the exact location of the EQUIPMENT. LESSOR, from time to time, may enter the
premises where the EQUIPMENT is located and inspect same upon 1 business day's
notice and subject to LESSEE's security rules.
6. ADVANCE RENTALS. At the LESSOR'S option any advance rentals made hereunder
may be applied by LESSOR to cure any default of LESSEE. LESSEE will from time
to time promptly provide any additional credit or financial information that
the LESSOR deems necessary to this transaction.
7. DISCLAIMER OF WARRANTY. LESSOR not being the manufacturer or the supplier
of the EQUIPMENT, nor a dealer in similar equipment, has not made and does not
make any representation warranty or covenant, express or implied, with respect
to the design, condition, durability, suitability, fitness for use or
merchantability of the EQUIPMENT in any respect. As between LESSOR and LESSEE,
the EQUIPMENT shall be accepted and leased by LESSEE "AS IS" and "WITH ALL
FAULTS". LESSEE agrees to settle all such claims directly with the supplier
and will not assert any such claims or defenses against LESSOR or LESSOR'S
assignee. LESSOR assigns to, authorizes and appoints LESSEE to enforce, in its
own name and at its own expense, any claim, warranty, agreement or
representation which may be made against the supplier, but LESSOR assumes no
obligation as to the extent or enforceability thereof. LESSOR agrees to
cooperate with LESSEE in the enforcement of any manufacturer warranty to the
extent LESSOR'S cooperation is necessary under the terms of any such warranty.
No defect or unfitness of the EQUIPMENT, loss or damage thereto or any other
circumstances shall relieve LESSEE of its obligations under this LEASE which
are absolute and unconditional. In no event shall LESSOR or LESSEE be liable
for any consequential damages. Supplier is not an agent of LESSOR and no
employee of supplier is authorized to waive, supplement or otherwise alter, any
provision of this LEASE.
8. ERRORS IN ESTIMATED COST. The amount of each rent payment and the advance
rental initially set forth above are based upon the estimated total cost of the
EQUIPMENT (excluding taxes, transportation and any other charges) which is an
estimate, and each shall be adjusted proportionally if the actual cost of the
EQUIPMENT differs from said estimate. LESSEE hereby authorizes LESSOR to
correct the figures set forth above when the actual cost is known. If the
actual cost of the EQUIPMENT differs from the estimated cost by more than ten
percent (10%)thereof, however, either party at its option may terminate this
LEASE by giving written notice to the other party within fifteen (15) days
after receiving notice of the actual cost or the corrected rent.
9. USE AND RETURN OF EQUIPMENT. The LESSEE shall exercise due and proper care
in the use, repair and servicing of the EQUIPMENT and at all times and at its
expense shall keep and maintain the leased property in good working condition,
order, and repair. LESSEE may alter and upgrade the EQUIPMENT provided that
such alteration or upgrade does not reduce the value or impair the capability
of the EQUIPMENT. LESSEE shall have the right to remove any such alteration or
upgrade before returning the EQUIPMENT to LESSOR so long as the removal does
not damage the EQUIPMENT. LESSEE shall bear all costs associated with the
acquisition, installation and removal of any such alteration or upgrade. Upon
the expiration or termination of this LEASE, LESSEE at its sole expense shall
forthwith properly pack and return the EQUIPMENT to LESSOR, or to such place
designated by LESSOR within 30 miles of EQUIPMENT location, in the same
condition as when received by LESSEE, reasonable wear and tear alone excepted.
All replacement parts, incorporated in or affixed to the EQUIPMENT after the
commencement of this LEASE shall become the property of LESSOR.
10. TITLE; LIENS; TAXES. The Equipment is, and shall at all times be and
remain (i) the sole and exclusive property of LESSOR; and the LESSEE shall have
no right, title or interest therein or thereto except as expressly set forth
in this LEASE; (ii) personal property notwithstanding that the EQUIPMENT or any
part thereof may now be or hereafter become, in any manner affixed or attached
to or imbedded in, or permanently resting upon, real property or any building
thereon. LESSEE agrees to affix nameplates or decals to the EQUIPMENT
indicating LESSOR'S ownership thereof if requested and supplied by LESSOR.
THIS LEASE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ABOVE AND ON THE
FOLLOWING PAGES AND RIDERS WHICH ARE MADE PART THEREOF AND WHICH LESSEE
ACKNOWLEDGES THAT IT HAS READ. IN WITNESS WHEREOF THE LESSEE HAS HEREBY
EXECUTED THIS NON CANCELLABLE LEASE.
<TABLE>
<S> <C>
THIS _____DAY OF _________________ 19___
ACCEPTED _____________ 19_____ LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
-----------------------------------------------
INTERNATIONAL FINANCIAL SERVICES CORP., Lessor SIGNED BY: /s/ Gary R. Fairhead
-----------------------------------------------------
BY TITLE: President and Chief Executive Officer
-------------------------------------------------- --------------------------------------------------------
TITLE (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
-----------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON DATE: 6-19-97
----------------------------------------------------------
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES LEASE ORIGINAL - 1
</TABLE>
<PAGE> 7
LESSEE shall keep the EQUIPMENT free and clear of levies, liens and
encumbrances and shall pay all license and registration fees, assessments,
filing or recording fees, documentary stamp tax, sale/use taxes, personal
property taxes, gross receipt taxes, excise taxes including value added taxes
and all other taxes (local, state and federal) which may now or hereafter be
imposed upon the ownership, leasing, rental, sale, purchase, possession or use
of the EQUIPMENT whether assessed to LESSOR or LESSEE excluding, however, all
taxes on or measured by LESSOR'S net income.
If such taxes are levied against the LESSOR, the LESSOR shall have the
right, subject to the following paragraph, but not the obligation, to pay any
such taxes, whether levied against the LESSOR or the LESSEE. In such event the
LESSEE shall reimburse the LESSOR therefor within five (5) days after receipt
of invoice and for the failure to make such reimbursement when due the LESSOR
shall have all remedies provided herein with respect to the nonpayment of the
rental hereunder. LESSEE shall give LESSOR immediate notice of any attachment
or other judicial process, liens or encumbrances affecting the EQUIPMENT and
shall indemnify and save LESSOR harmless from any loss or damage caused
thereby.
Notwithstanding the foregoing, LESSEE shall have the right, at its expense
and by appropriate legal proceedings, to contest the validity, applicability or
amount of any fees, assessments or taxes imposed upon the EQUIPMENT provided
that LESSEE shall not cause a tax lien to be levied against the EQUIPMENT or
LESSOR. LESSOR agrees to cooperate with LESSEE in any such contest and will
permit LESSEE to contest the same in the name of LESSOR (if required by law) or
in the name of LESSEE, all at LESSEE'S cost and expense. The non-payment of
any fee, tax or assessment by LESSEE in connection with such contest shall not
be deemed a default hereunder until final determination of such contest and
expiration of any due date established therein.
11. FILING. LESSEE hereby authorizes LESSOR to file financing statements with
respect to the EQUIPMENT or any collateral provided by LESSEE to LESSOR prior
to or following LESSOR's acceptance of this LEASE, in any State of the United
States in which the EQUIPMENT is located. LESSEE shall execute such
supplemental instruments and financing statements if LESSOR deems such to be
necessary or advisable and shall otherwise cooperate to defend the title of the
LESSOR by filing or otherwise. LESSEE, upon demand, shall promptly pay to
LESSOR all filing costs and fees incurred or paid by LESSOR.
12. INSURANCE. Commencing on the date risk passes to LESSOR from the supplier
and continuing until LESSEE has redelivered possession of the EQUIPMENT to
LESSOR, LESSEE, at its expense, shall keep the EQUIPMENT insured against all
risks of loss or damage from every cause whatsoever for the greater of the
total rent for the full term of this LEASE or the full undepreciated
replacement value (new) of the EQUIPMENT, and shall carry public liability
insurance, both personal injury and property damage, covering the EQUIPMENT and
its use. All insurance shall be of a type, form, in amounts, with companies
and contain terms and conditions reasonably satisfactory to LESSOR.
Certificates of insurance or other evidence satisfactory to LESSOR, including
the original or certified copies of the actual policies showing the existence
of insurance in accordance herewith, and the terms, conditions and payments
therefor shall be delivered to LESSOR upon LESSOR's request. Said insurance
shall provide for loss, if any, payable to LESSOR and LESSEE as their interests
may appear and shall name LESSOR as an additional insured for purposes of
liability insurance. The proceeds of insurance payable as a result of loss of
or damage to EQUIPMENT shall be applied, at the option of LESSEE: (a) toward
the replacement, restoration or repair of EQUIPMENT which may be lost, stolen,
destroyed or damaged; or (b) toward payment of the obligations of LESSEE
hereunder. In the event the LESSEE elects to apply insurance proceeds to the
repair or to the replacement of the damaged EQUIPMENT, this LEASE shall
continue in full force and effect. In the event LESSEE elects to apply
insurance proceeds to the payment of LESSEE'S obligations for rent hereunder,
the LESSEE's obligations for the rent hereunder shall be reduced by the amount
of such insurance proceeds, but the LESSEE shall be liable for any additional
rents due. Such reduction of rents shall be allocated solely to the item or
items lost, stolen, damaged or destroyed.
13. LOSS; DAMAGE. LESSEE assumes and shall bear the risk of loss and damage to
the EQUIPMENT from every cause whatsoever, whether or not insured. In the
event of any loss or damage to the EQUIPMENT, LESSEE, at the option of LESSEE,
shall (a) place the same in good repair, condition and working order; or (b)
replace the same with new EQUIPMENT; or (c) immediately pay to LESSOR the
following amount: the greater of (x) the total unpaid rentals for the entire
term hereof (discounted to present value at the rate of six (6) percent per
annum plus any amount due LESSOR pursuant to Section 18 hereof or (y) the fair
market value of the EQUIPMENT immediately prior to the loss or damage. Upon
such payment, together with payment of all other sums owing on said LEASE to
and including such payment date, LESSOR will transfer title to the affected
EQUIPMENT to LESSEE "as is", "where is", and without warranty, express or
implied but including the warranty of good and marketable title.
14. INDEMNITY. Lessee does hereby assume liability for and does agree to
indemnify, protect, save and keep harmless LESSOR, and any assignee of LESSOR
from and against any and all liabilities, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements, including court costs and
reasonable legal expenses, of whatever kind and nature, imposed on, incurred by
or asserted against LESSOR, and any assignee of LESSOR (whether or not also
indemnified against by any other person) in any way relating to or arising out
of this LEASE or the manufacture, purchase, ownership, delivery, lease,
possession, use, operation, condition, return or other disposition of the
EQUIPMENT by LESSEE, including without limitation any claim alleging latent or
other defects, whether or not discoverable by LESSOR or LESSEE; any claim for
patent, trademark or copyright infringement; any claim arising out of strict
liability in tort; and any taxes for which LESSEE is responsible pursuant to
this LEASE, but excluding any such claims arising from acts or omissions of
LESSOR or its assignees.
15. DEFAULT. Any of the following events or conditions shall constitute an
event of default hereunder; (a) LESSEE'S failure to pay when due any rent or
other amount due hereunder within 30 days after receipt by LESSEE of notice of
default: (b) LESSEE'S default in performing any other term, covenant or
condition hereof if such default is not cured within 30 days after receipt by
LESSEE of notice of default; (c) seizure of any EQUIPMENT under legal process;
(d) the filing by or against LESSEE of a petition for reorganization or
liquidation under the Bankruptcy Code or any amendment thereto or under any
other insolvency law providing for the relief of debtors; (e) the voluntary or
involuntary making of an assignment of a substantial portion of its assets by
LESSEE for the benefit of creditors, appointment of a receiver or trustee for
LESSEE or for any of LESSEE'S asset institution by or against LESSEE of any
formal or informal proceeding for dissolution, liquidation, settlement of
claims against or winding up of the affairs of LESSEE, or the making by LESSEE
of a transfer of all or a material portion of LESSEE's assets or inventory not
in the ordinary course of business and not for equivalent consideration.
16. REMEDIES. Upon LESSEE'S default, LESSOR shall have the right to exercise
any one or more of the following remedies; (a) without affecting LESSOR'S title
or right to possession of the EQUIPMENT, declare due, sue for and recover all
rents and other amounts then accrued or thereafter accruing for the entire
lease term, discounted to present value at 8% per annum or the sum calculated
per paragraph 27 below, whichever is greater, (b) require LESSEE to promptly
redeliver the EQUIPMENT in the manner specified in Section 9 hereof; or (c)
repossess the EQUIPMENT without notice, legal process, prior judicial hearing
or liability for trespass (which rights LESSEE hereby voluntarily,
intelligently and knowingly waives). Such return or repossession of EQUIPMENT
shall not terminate this LEASE unless LESSOR so notifies LESSEE in writing.
LESSOR, at its option may sell or re-lease the EQUIPMENT upon such terms as it
reasonably determines and apply the proceeds to LESSEE's obligations hereunder,
after deducting from such proceeds all costs and expenses of repossession and
disposition, reasonable attorney's fees, plus any amounts due LESSOR pursuant
to Section 18 hereof. LESSEE shall promptly pay any resulting deficiency,
together with interest at the lesser of sixteen (16%) percent and LESSOR's
reasonable attorneys' fees if legal action is required to collect such
deficiency. If LESSOR is unable to repossess the EQUIPMENT for any reason, the
EQUIPMENT shall be deemed a total loss and LESSEE shall pay to LESSOR the
amount due pursuant to Section 13 (c). All such remedies are cumulative and
may be enforced separately or concurrently and are in addition to any other
rights or remedies available to LESSOR at law or in equity. The foregoing
provisions of this Section 16 are subject to any mandatory requirement of
applicable law then in effect.
17. ASSIGNMENT. Without the prior written consent of LESSOR, LESSEE shall not
assign, transfer, pledge or hypothecate this LEASE and EQUIPMENT or any
interest in this LEASE or in and to the EQUIPMENT or permit its rights under
this LEASE to be subject to any lien, charge or encumbrance of any nature.
Notwithstanding the foregoing, LESSEE may assign the LEASE, the EQUIPMENT and
its interest in this LEASE and the EQUIPMENT to an affiliate or in connection
with a sale of all or substantially all of its assets to, or consolidation with
or merger of LESSEE into, any entity so long as such entity assumes the
obligations of LESSEE hereunder and immediately following such event is, in the
reasonable opinion of LESSOR, no less creditworthy than was LESSEE immediately
prior to such event. LESSOR shall have the right to assign this LEASE or any
part thereof. If LESSOR assigns the rents reserved herein or all or any of
the LESSOR's other rights hereunder, or amounts equal thereto, the right of the
assignee to receive the rentals as well as any other right of the assignee
shall not be subject to any defense, setoff, counterclaim or recoupment which
may arise out of any breach or obligation of LESSOR or by reason of any other
indebtedness or liability at any time owing by LESSOR to LESSEE. All rentals
due hereunder shall be payable to assignee by LESSEE in accordance with the
terms hereof. On receipt of notification of such assignment, LESSEE, subject
to its rights hereunder, shall become the pledgeholder of the EQUIPMENT for and
on behalf of the assignee and will relinquish possession thereof only to the
assignee or pursuant to its written order subject to LESSEE's rights hereunder.
LESSEE, on receiving notice of any such assignment, shall make payments as may
therein be directed. Following such assignments, the term "LESSOR" shall be
deemed to include or refer to LESSOR'S assignee, provided that no such assignee
shall be deemed to assume any obligation or duty imposed upon LESSOR hereunder
and LESSEE shall look only to LESSOR for performance thereof. There shall be
only one executed counterpart of this LEASE marked "Original" and all other
counterparts shall be marked "Duplicate". To the extent that LEASE constitutes
chattel paper (as defined in the Uniform Commercial Code) no security interest
in this lease may be created through the transfer or possession of any
counterpart other than the original.
18. DEPRECIATION AND INVESTMENT TAX CREDIT INDEMNITY. (THIS SECTION DOES NOT
APPLY IF LESSOR HAS AGREED IN WRITING TO PASS THE INVESTMENT TAX CREDIT (ITC)
TO LESSEE.) If, as to any EQUIPMENT, under any circumstances and for any
reason whatsoever, except through the fault of the LESSOR, LESSOR shall lose or
shall not have the right to claim, or there shall be disallowed or recaptured
(collectively a "loss") (1) any portion of the maximum ITC, allowable under the
Internal Revenue Code of 1954, as amended, for new property with a useful life
equivalent to the lease term for such EQUIPMENT; or (2) any prortion of the
claimed depreciation deductions for such EQUIPMENT, based on the cost thereof,
LESSEE agrees to pay LESSOR upon demand an amount which, in the reasonable
opinion of LESSOR, will cause LESSOR's after tax net yield in respect of such
equipment to equal the net yield that LESSOR would have received if LESSOR had
not suffered such loss.
TERMS AND CONDITIONS OF LEASE #97-087 CONTINUED LESSEE'S INITIALS GF
LEASE ORIGINAL - 1 -------
<PAGE> 8
19. ENTIRE AGREEMENT; NON-WAIVER; NOTICES; SEVERABILITY. This LEASE and each
rider hereto initialed by LESSEE contains the entire and only understanding
between LESSOR and LESSEE relating to the subject matter hereof. Any
representation, promises or conditions not contained herein shall not be
binding unless in writing and signed by duly authorized representatives of each
party. No covenant or condition of this LEASE can be waived except by the
written consent of LESSOR. Any notices required to be given hereunder shall be
given in writing at the address of each party herein set forth, or to such
other address as either party may substitute by written notice to the other
with a copy of any such notice sent to LESSEE sent to Henry J. Underwood, Jr.,
Esq., Defrees & Fiske, 200 South Michigan, Suite 1100, Chicago, Illinois 60604.
Whenever reference is made herein to the "LEASE," it shall be deemed to
include any Schedules attached hereto identifying all items of EQUIPMENT and
the applicable term and rent, and each rider hereto initialed by LESSEE, all of
which constitute one indivisible lease of equipment to which all the terms and
provisions hereof apply. If any provision of this LEASE is held invalid, such
invalidity shall not affect any other provisions hereof.
20. GENDER; NUMBER; JOINT AND SEVERAL LIABILITY; AUTHORIZATION. Whenever the
context of this LEASE requires, the masculine gender includes the feminine or
neuter and the singular number includes the plural; whenever the word "LESSOR"
is used herein, it shall include all assignees of LESSOR; whenever the word
"herein" is used referring to this LEASE, it shall include the applicable
Schedules hereto and each rider hereto initialed by LESSEE. If there is more
than one LESSEE named in this LEASE, the liability of each shall be joint and
several. LESSEE hereby authorizes LESSOR to insert equipment serial numbers
and other identification in the equipment description, when known.
21. SURVIVAL. LESSEE'S indemnities shall survive the expiration or other
termination of this LEASE.
22. CHOICE OF LAW, SERVICE OF PROCESS. This LEASE shall be binding and
effective on LESSOR only when signed by an officer of LESSOR at its home office
in Libertyville, Illinois, and except for local filing requirements, shall be
governed by Illinois law and shall be deemed to have been made in Libertyville,
Illinois. LESSEE does hereby submit to the jurisdiction of any courts
(federal, state or local) having situs within the State of Illinois with
respect to any dispute, claim or suit arising out of or relating to this LEASE
or LESSEE'S obligations hereunder.
23. QUIET ENJOYMENT. LESSOR represents and warrants to LESSEE that LESSOR has
good title to the EQUIPMENT with the full and unencumbered right to lease the
same to LESSEE. LESSOR covenants with LESSEE that so long as LESSEE is not in
default under this Lease, neither LESSOR nor any third party shall interfere
with LESSEE'S right to quiet possession and enjoyment of the EQUIPMENT. LESSOR
shall protect and defend LESSEE'S right to the quiet possession and enjoyment
of the EQUIPMENT against all claims and liens of LESSOR'S creditors. Upon
expiration of the term of this LEASE and exercise by LESSEE of its purchase
option, LESSOR shall transfer title to the EQUIPMENT to LESSEE pursuant to a
bill of sale providing for LESSOR'S warranty of good and marketable title to
the EQUIMENT but excluding any warranties relating to the physical condition of
the EQUIPMENT, including but not limited to the warranties of merchantability
or fitness for a particular purpose.
24. PURCHASE OPTION. LESSEE shall have the option, exercisable upon notice to
Lessor, to purchase all of the EQUIPMENT for one dollar ($1.00) effective upon
the expiration of the original term of this LEASE.
25. EFFECTIVE DATE OF LEASE. The effective date of this LEASE for purposes of
commencing LESSEE'S obligation to pay monthly rent shall occur upon LESSEE'S
acceptance of the EQUIPMENT.
26. EARLY TERMINATION OPTION. After acceptance of the EQUIPMENT in
accordance with this LEASE, LESSEE shall have the right to terminate its
obligations under this LEASE at any time upon 30 days prior notice to LESSOR
and payment of the balance as set forth on the amortization schedule attached
hereto as Exhibit A opposite the date two months after the pre-payment is
effective plus the Prepayment Penalty set forth on Exhibit A. The amortization
schedule shall be adjusted as necessary if the monthly rental is adjusted under
paragraph 27 hereof.
27. RENTAL ADJUSTMENT. When LESSEE accepts the EQUIPMENT, the monthly rental
amount of $14,533.00 will be adjusted in proportion to any increase or decrease
in five year treasury rates from April 22, 1997 until the effective date. Said
monthly payment, adjusted as necessary, shall be payable in advance for 60
months commencing on the first day of the month immediately following the
effective date.
Whenever any monthly rental payment is not paid when due and continues
unpaid 15 days after notice of non-payment is received by LESSEE, LESSEE agrees
to pay LESSOR on demand (as a fee to offset LESSOR'S collection and
administrative expenses) the greater of twenty-five dollars ($25.00) or three
and one-half percent (3 1/2%) of the overdue amount to the extent permitted by
applicable law.
TERMS AND CONDITIONS OF LEASE #97-087 LESSEE'S INITIALS GF
----------
LEASE ORIGINAL - 1
<PAGE> 9
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
<TABLE>
<S> <C> <C>
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-087
CONTACT: MS. LINDA BLAKE
ADDRESS: 2201 LANDMEIER ROAD PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL SMT UNLIMITED L.P.
TYPE OF COMPANY: CORPORATION 47650 WESTINGHOUSE DR., FREMONT, CA 94539
- -------------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $14,533.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $29,066.00 payable at the signing of this lease to
TOTAL # OF LEASE PAYMENTS: 60 be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- -------------------------------------------------------------------------------------------------------------
</TABLE>
ACCEPTANCE NOTICE
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
All items referred to above were received by us and were and are in good
order and condition and acceptable to us. The decals, labels, etc., if
required and supplied have been affixed to the above items. We approve payment
by you to the supplier. Lessee hereby certifies that the lessor has fully and
satisfactorily performed all covenants and conditions to be performed by it
under said lease agreement as of the date hereof.
Very Truly Yours,
<TABLE>
<S> <C>
LEASE DATED 19th DAY OF June, 1997
VENDOR: This acceptance must be signed ---- ---- ----
by lessee and returned to us before your LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
invoice can be paid. --------------------------------------------------
SIGNED BY: /s/ Gary R. Fairhead
--------------------------------------------------
TITLE: President and Chief Executive Officer
--------------------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES
DATE: 6/19/97
--------------------------------------------------------
ACCEPTANCE NOTICE - 3
</TABLE>
<PAGE> 10
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
<TABLE>
<S> <C>
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-087
CONTACT: MS. LINDA BLAKE
ADDRESS: 2201 LANDMEIER ROAD PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
SMT UNLIMITED L.P.,
47650 WESTINGHOUSE DR., FREMONT, CA
TYPE OF COMPANY: CORPORATION
- ----------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $14,533.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $29,066.00 payable at the signing of this lease to
TOTAL # OF LEASE PAYMENTS: 60 be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- ----------------------------------------------------------------------------------------------------------
</TABLE>
EQUIPMENT DISCLAIMER AND AGREEMENT
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
This will advise that LESSEE is aware of its obligations with reference to the
above lease and that LESSEE agrees in its name to enforce all warranties,
agreements, or representations, if any, which may be made by the supplier to
LESSEE. LESSEE agrees that INTERNATIONAL FINANCIAL SERVICES CORPORATION makes
no expressed or implied warranties as to any matter whatsoever, including,
without limitation the condition of the equipment, its merchantability or its
fitness for any particular purpose except as set forth in the LEASE. No defect
or unfitness of equipment shall release LESSEE of the obligation to pay rental
payments or of any other obligations under this lease agreement.
Very Truly Yours,
<TABLE>
<S> <C>
LEASE DATED 19th DAY OF June, 1997
---- ---- ----
LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
--------------------------------------------------
SIGNED BY: /s/ Gary R. Fairhead
--------------------------------------------------
TITLE: President and Chief Executive Officer
--------------------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LEASE PAGES 1,2,3 ,4,5 - MUST BE ORIGINAL SIGNATURES
DATE: 6/19/97
--------------------------------------------------------
EQUIPMENT DISCLAIMER AND AGREEMENT - 4
</TABLE>
<PAGE> 11
<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-087
CONTACT: MS. LINDA BLAKE
ADDRESS: 2201 LANDMEIER ROAD PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
SMT UNLIMITED L.P. ,
TYPE OF COMPANY: CORPORATION 47650 WESTINGHOUSE DR., FREMONT, CA 94539
- --------------------------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $14,533.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $29,066.00 payable at the signing of this lease to
TOTAL # OF LEASE PAYMENTS: 60 be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
LESSEE'S ACKNOWLEDGEMENT
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
As Lessee under the lease referred to above with International Financial
Services Corporation, the undersigned hereby acknowledges the Lessor's right to
assign its interest under the Lease and that Assignee does not assume any of
the obligations of the Lessor thereunder, consents to any such assignment and,
in consideration of the assignee having advanced funds to the Lessor to finance
the equipment described in the Lease, and in consideration of Assignee's
covenant with Lessee that so long as Lessee is not in default under the Lease,
Lessee will quietly possess the Equipment, free of interference from third
parties, agrees as follows: (a) that its obligation to pay directly to the
Assignee the amounts (whether designated as rentals or otherwise) which become
due from the Lessee as set forth in the Lease so assigned shall be absolutely
unconditional and shall be payable in strict accordance with the Lease, and it
promises so to pay the same notwithstanding any defense, set-off or
counterclaim whatsoever, whether by reason of breach of the Lease, the exercise
of any right or option thereunder, or otherwise, which it may or might now or
hereafter have as against the Lessor (the Lessee reserving its right to have
recourse directly against the Lessor on account of any such defense, set-off or
counterclaim); and (b) that, subject to and without impairment of the Lessee's
leasehold rights in and to the Equipment described in said Lease, Lessee holds
said Equipment and the possession thereof for the Assignee to the extent of the
Assignee's rights therein. There shall be only one executed counterpart of
this lease marked "Original" and all other counterparts shall be marked
"Duplicate." To the extent that Lease constitutes chattel paper (as defined in
the Uniform Commercial Code) no security interest in this lease may be created
through the transfer or possession of any counterpart other than the original.
Very Truly Yours,
<TABLE>
<S> <C>
LEASE DATED 19th DAY OF June ,1997
---- ------------------------- --
LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
---------------------------------------------
SIGNED BY: /s/ Gary R. Fairhead
-----------------------------------------------
TITLE: President and Chief Executive Officer
---------------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES
DATE: 6/19/97
----------------------------------------------------
</TABLE>
LESSEE'S ACKNOWLEDGMENT - 5
<PAGE> 12
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SCHEDULE "A" TO LEASE #97-087
-----------------------------
AND/OR SECURITY AGREEMENT-MORTGAGE ON GOODS & CHATTELS
AND UNIFORM COMMERCIAL CODE #1 & #3 FILING FORM
DATED 6/19/97
---------
LESSEE: Sigmatron International, Inc.
LESSOR: INTERNATIONAL FINANCIAL SERVICES CORPORATION
EQUIPMENT AS DESCRIBED BELOW:
One (1) Fuji CP-6-5000 High Speed Chip Placer, Parts Monitor and
Feeders; Two Conveyors; One Lift Gate; Two Operator Workstations;
Including all accessories and attachments thereto.
Including all accessories and attachments thereto and all proceeds thereof.
<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL
SERVICES CORPORATION SIGMATRON INTERNATIONAL, INC.
By: By: /s/ Gary R. Fairhead
- ----------------------- -------------------------------------
Title: Title: President and Chief Executive Officer
- ----------------------- -------------------------------------
</TABLE>
SCHEDULE - 2
<PAGE> 13
TAX STATUS CERTIFICATE
FOR
California
----------
SALES AND USE TAXES
The undersigned Purchaser, being fully informed concerning the CALIFORNIA
Sales and Use Tax Acts and their Rules and Regulations, hereby certifies that
he is either legally Subject to such taxes or is entitled to Exemption from
such taxes, by reason of one or more of the classifications listed below:
Please check one:
[ ] Subject to State Sales and Use Taxes.
[x] Exempt, as Equipment and Parts are to be
used in production and/or industrial
processing. (PROVIDE STATE REGISTRATION
NUMBER AND A copy of Tax Exempt
Certificate).
[ ] Exempt, for other reasons, specified
below: (attach copy of Tax Exempt
Certificate).
-----------------------------------------
-----------------------------------------
-----------------------------------------
The undersigned hereby makes this Certificate a part of each order, unless
otherwise specified on such order; and agrees to reimburse the seller/lessor
for any deficiencies imposed by the state of CALIFORNIA for any violation of
such Rules and Regulations.
This Certificate shall remain in effect for a period for which the State of
CALIFORNIA shall hold the seller/lessor liable.
Company Name: SIGMATRON INTERNATIONAL, INC.
Authorized signature:
/s/ Linda K. Blake
------------------------------------
Title: CFO
------------------------------
Date: 6/19/97
------------------------------
<PAGE> 14
Lease # 97-087
------
REQUEST FOR INSURANCE
---------------------
Gentlemen:
We expect to engage in a leasing program which makes it necessary that a Loss
Payee Policy on all our outstanding all risk insurance be issued naming
INTERNATIONAL FINANCIAL SERVICES CORPORATION, 1113 Milwaukee Avenue,
Libertyville, IL 60048, as additional insured as its interest may appear.
Please have one certificate issued with respect to each of our outstanding
policies.
We would appreciate your cooperation in attending to this matter as quickly as
possible.
LESSEE: SIGMATRON INTERNATIONAL, INC.
/s/ Schwartz Brothers
- -----------------------------------
/s/ Joe Schwartz
- -----------------------------------
Insurance Company/Agent's Name ADDRESS: 2201 Landmeier Road
Elk Grove Village
135 S. LaSalle IL
- ----------------------------------- 60007
Address
Chicago, IL 60603 X /s/ Linda K. Blake
- ----------------------------------- -----------------------------
City State Zip Lessee signature
312-630-0839
- -----------------------------------
Phone Number
312-630-0833
- -----------------------------------
Fax Number
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A".
TOTAL EQUIPMENT COST: $700,265.00
<PAGE> 15
[INTERNATIONAL FINANCIAL SERVICES CORPORATION LETTERHEAD]
- -------------------------------------------------------------------------------
May 7, 1997
Linda Blake, CFO
Miriam Leskovar Burkland, Attorney
SIGMATRON INTERNATIONAL, INC.
2201 Landmeier Rd.
Elk Grove Village, IL 60007
RE: Lease #97-087
Attached is the Rule of 78's amortization based on 8.99%. To determine the net
payoff, go to the payment number actually made (example, 38th month =
295,986.17) drop down two more months to give credit for the two advance
payments (example, goes to 40th month = 270,955.00) and add the pre-payment
penalty of 0.75% of equipment cost per year of lease remaining.
Pre-payment Penalties are as follows:
<TABLE>
<CAPTION>
PAYOFF DURING PRE-PAYMENT PENALTY RATE
------------- ------------------------
<S> <C>
1st 12-Months 3.75% of Original equipment cost
2nd 12-Months 3.00% of Original equipment cost
3rd 12-Months 2.25% of Original equipment cost
4th 12-Months 1.50% of Original equipment cost
5th 12-Months 0.75% of Original equipment cost
</TABLE>
This schedule is based on 8.99%. A new schedule will be forwarded based upon
any rental adjustment made due to on any change in the 5-year treasury rates
according to paragraph #28 on amendment #1 to the Lease.
Sincerely,
INTERNATIONAL FINANCIAL
SERVICES CORPORATION
/s/ Denise J. Mitchem
- ------------------------
Denise J. Mitchem
Asst. Vice President
Operations
<PAGE> 16
05/07/1997 Page 1
- --------------------------------------------------------------------------------
SIGMATRON INT'L 97-098
- --------------------------------------------------------------------------------
Compound Period ........: Monthly
Nominal Annual Rate.....: 8.990 %
Effective Annual Rate...: 9.370 %
Periodic Rate...........: 0.7492 %
Daily Rate..............: 0.02463%
CASH FLOW DATA
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Event Start Date Amount Number Period End Date
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 Loan 05/07/1997 700,265.00 1
2 Payment 06/07/1997 14,533.00 60 Monthly 05/07/2002
</TABLE>
AMORTIZATION SCHEDULE - Rule of 78
<TABLE>
<CAPTION>
Date Payment Interest Principal Balance
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Loan 05/07/1997 700,265.00}
1 06/07/1997 14,533.00 5,630.00 8,903.00 691,362.00}
2 07/07/1997 14,533.00 5,536.17 8,996.83 682,365.17} Plus 26,259.94 pre-paymt.
3 08/07/1997 14,533.00 5,442.33 9,090.67 673,274.50}
4 09/07/1997 14,533.00 5,348.50 9,184.50 664,090.00}
5 10/07/1997 14,533.00 5,254.67 9,278.33 654,811.67}
6 11/07/1997 14,533.00 5,160.83 9,372.17 645,439.50}
7 12/07/1997 14,533.00 5,067.00 9,466.00 635,973.50}
1997 Totals 101,731.00 37,439.50 64,291.50
8 01/07/1998 14,533.00 4,973.17 9,559.83 626,413.67}
9 02/07/1998 14,533.00 4,879.33 9,653.67 616,760.00}
10 03/07/1998 14,533.00 4,785.50 9,747.50 607,012.50}
11 04/07/1998 14,533.00 4,691.67 9,841.33 597,171.17}
12 05/07/1998 14,533.00 4,597.83 9,935.17 587,236.00}
- --------------------------------------------------------------------------------------------
13 06/07/1998 14,533.00 4,504.00 10,029.00 577,207.00}
14 07/07/1998 14,533.00 4,410.17 10,122.83 567,084.17}
15 08/07/1998 14,533.00 4,316.33 10,216.67 556,867.50} Plus 21,007.95 pre-paymt.
16 09/07/1998 14,533.00 4,222.50 10,310.50 546,557.00}
17 10/07/1998 14,533.00 4,128.67 10,404.33 536,152.67}
18 11/07/1998 14,533.00 4,034.83 10,498.17 525,654.50}
19 12/07/1998 14,533.00 3,941.00 10,592.00 515,062.50}
1998 Totals 174,396.00 53,485.00 120,911.00
20 01/07/1999 14,533.00 3,847.17 10,685.83 504,376.67}
21 02/07/1999 14,533.00 3,753.33 10,779.67 493,597.00}
22 03/07/1999 14,533.00 3,659.50 10,873.50 482,723.50}
23 04/07/1999 14,533.00 3,565.67 10,967.33 471,756.17}
24 05/07/1999 14,533.00 3,471.83 11,061.17 460,695.00}
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 17
05/07/1997 Page 2
- --------------------------------------------------------------------------------
SIGMATRON INT'L 97-087
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Date Payment Interest Principal Balance
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
25 06/07/1999 14,533.00 3,378.00 11,155.00 449,540.00}
26 07/07/1999 14,533.00 3,284.17 11,248.83 438,291.17}
27 08/07/1999 14,533.00 3,190.33 11,342.67 426,948.50} Plus
28 09/07/1999 14,533.00 3,096.50 11,436.50 415,512.00} 15,755.96
29 10/07/1999 14,533.00 3,002.67 11,530.33 403,981.67} pre-pmt.
30 11/07/1999 14,533.00 2,908.83 11,624.17 392,357.50}
31 12/07/1999 14,533.00 2,815.00 11,718.00 380,639.50}
1999 Totals 174,396.00 39,973.00 134,423.00
32 01/07/2000 14,533.00 2,721.17 11,811.83 368,827.67}
33 02/07/2000 14,533.00 2,627.33 11,905.67 356,922.00}
34 03/07/2000 14,533.00 2,533.50 11,999.50 344,922.50}
35 04/07/2000 14,533.00 2,439.67 12,093.33 332,829.17}
36 05/07/2000 14,533.00 2,345.83 12,187.17 320,642.00}
- --------------------------------------------------------------------------------
37 06/07/2000 14,533.00 2,252.00 12,281.00 308,361.00}
38 07/07/2000 14,533.00 2,158.17 12,374.83 295,986.17}
39 08/07/2000 14,533.00 2,064.33 12,468.67 283,517.50} Plus
40 09/07/2000 14,533.00 1,970.50 12,562.50 270,955.00} 10,503.98
41 10/07/2000 14,533.00 1,876.67 12,656.33 258,298.67} pre-pmt.
42 11/07/2000 14,533.00 1,782.83 12,750.17 245,548.50}
43 12/07/2000 14,533.00 1,689.00 12,844.00 232,704.50}
2000 Totals 174,396.00 26,461.00 147,935.00
44 01/07/2001 14,533.00 1,595.17 12,937.83 219,766.67}
45 02/07/2001 14,533.00 1,501.33 13,031.67 206,735.00}
46 03/07/2001 14,533.00 1,407.50 13,125.50 193,609.50}
47 04/07/2001 14,533.00 1,313.67 13,219.33 180,390.17}
48 05/07/2001 14,533.00 1,219.83 13,313.17 167,077.00}
- --------------------------------------------------------------------------------
49 06/07/2001 14,533.00 1,126.00 13,407.00 153,670.00}
50 07/07/2001 14,533.00 1,032.17 13,500.83 140,169.17}
51 08/07/2001 14,533.00 938.33 13,594.67 126,574.50}
52 09/07/2001 14,533.00 844.50 13,688.50 112,886.00}
53 10/07/2001 14,533.00 750.67 13,782.33 99,103.67} Plus
54 11/07/2001 14,533.00 656.83 13,876.17 85,227.50} 5251.99
55 12/07/2001 14,533.00 563.00 13,970.00 71,257.50} pre-pmt.
2001 Totals 174,396.00 12,949.00 161,447.00
56 01/07/2002 14,533.00 469.17 14,063.83 57,193.67}
57 02/07/2002 14,533.00 375.33 14,157.67 43,036.00}
58 03/07/2002 14,533.00 281.50 14,251.50 28,784.50}
59 04/07/2002 14,533.00 187.67 14,345.33 14,439.17}
60 05/07/2002 14,533.00 93.83 14,439.17 0.00}
2002 Totals 72,665.00 1,407.50 71,257.50
Grand Totals 871,980.00 171,715.00 700,265.00
</TABLE>
<PAGE> 18
STATE OF CALIFORNIA
SECTION 6377 MANUFACTURER'S EXEMPTION CERTIFICATE
Certificate No. 0195 C 0217 Issued By: Board of Equalization
Expires: 01-01-98
===============================================================================
This certificate exempts only the state sales and use tax which is at the rate
of 5% on January 1, 1995. As a retailer you are still liable for the local and
district taxes on this transaction. The exemption being claimed is specific
to this transaction only and may not be contrued to exempt other transactions.
VOID after expiration date noted above
===============================================================================
I HEREBY CERTIFY: That the tangible personal property described below and
purchased from (enter seller's name and address)
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
will be used by me primarily:
/X/ 1) for manufacturing, processing, refining, fabricating, or recycling,
or
/ / 2) for research and development activities as described in Internal
Revenue Code 174, or
/ / 3) to maintain, repair, measure, or test any property being used for 1)
or 2) above.
at my facility located at
----------------------------------------------------
Sales Invoice # Sales Invoice Date Description of Property Sales Price
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
It was understood that if such property is, within one year from the date of
purchase, removed from California or converted for use or otherwise used in a
manner not qualifying for exemption that I am required by the Sales and Use Tax
Law to report and pay the state tax measured by the sales price of the
property to me.
The following business has been registered as a "qualified person" who has
certified that this purchase of tangible personal property will be used in a
manner entitling them to the exemption provided in Section 6377 of the Revenue
and Taxation Code.
Linda K. Blake CFO/Vice President
- ------------------------------ ------------------------------
(Please Print Name) (Title)
Linda K. Blake SR CHA 99-637762
- ------------------------------ ------------------------------
(Signature) (Permit Number)
NOT VALID UNLESS COMPLETED BY THE BOARD OF EQUALIZATION
Business Name SMT Unlimited Inc., Etal Permit# SR CHA 99-637762
-------------------------- -----------------
Business Street Address 47650 Westinghouse Dr.
-----------------------
SIC Code 3672/Printed Circuit Boards
-----------------------------
City Fremont State CA ZIP Code 94538
------- -- -----
Authorized by: /s/ [ Signature ] January 25, 1995
-------------------------- ----------------
Reviewed By Date
(Must contain two /s/ [ Signature ] 1-25-95
signatures) -------------------------- ---------------
Approved By Date
QUESTIONS: Questions on the completion or use of this form should be directed
to (916) 324-2883, or write to the Board of Equalization, Audit Evaluation and
Planning Section, MIC 40, Box 942879, Sacramento, CA 94279-0001.
THIS FORM MAY BE REPRODUCED
<PAGE> 19
[LETTERHEAD]
055265
UNIFORM COMMERCIAL CODE - FINANCING STAEMENT - FORM UCC -1
INSTRUCTIONS:
1. PLEASE TYPE this form. Fold only along perforation for mailing.
2. Remove Secured Party and Debtor copies and send other 3 copies
with interleaved carbon paper to the filing officer. Enclose
filing fee.
3. If the space provided for any item(s) on the form is inadequate the
item(s) should be continued on additional sheets, preferably 5" x
8" or 8" x 10". Only one copy of such additional sheets need be
presented to the filing officer with a set of three copies of the
financing statement. Long schedules of collateral, indentures,
etc., may be on any size paper that is convenient for the secured
party. Indicate the number of additional sheets attached.
4. If collateral is crops or goods which are or are to become
fixtures, describe generally the real estate and give name of
record owner.
5. When a copy of the security agreement is used as a financing
statement, it is requested that it be accompanied by a completed
but unsigned set of these forms, without extra fee.
6. At the time of original filing, filing officer should return third
copy as an acknowledgment. At a later time, secured party may
date and sign Termination Legend and use third copy as a
Termination Statement.
<TABLE>
<CAPTION>
This FINANCING STATEMENT is presented to a filing officer for filing pursuant 3. Maturity date
to the Uniform Commercial Code: (if any):
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. Debtor(s) (Last Name First) and address(es) 2. Secured Party(ies) and address(es) For Filing Officer (Date,
Time, Number, and Filing
SIGMATRON INTERNATIONAL, INC. INTERNATIONAL FINANCIAL Ofice)
2201 Landmeier Road SERVICES CORPORATION
Elk Grove Village, IL 60007 1113 S. Milwaukee Ave., #301
Libertyville, IL 60048
Tax ID/Social Security No. Tax ID/Social Security No.
- -----------------------------------------------------------------------------------------------------------------------------------
4. This financing statement covers the following types (or items) of property:
See Equipment Description as described on attached "Schedule A".
5. Assignee(s) of Secured
Party and Address(es)
- -----------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the debtor's signature to perfect a Filed with:
security interest in collateral. (check /x/ if so)
/ / already subject to a security interest in another jurisdiction when it was brought into this state.
/ / which is proceeds of the original collateral described above in which a security interest was perfected:
- -----------------------------------------------------------------------------------------------------------------------------------
Check /x/ if covered: / / Proceeds of Collateral are also covered. / / Products of Collateral are also covered.
No of additional Sheets presented:
- -----------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL FINANCIAL SERVICES
SIGMATRON INTERNATIONAL, INC. CORPORATION
------------------------------------------------------- ---------------------------------------------------
By: /s/ Linda K. Blake By :
--------------------------------------------------- ----------------------------------------------
Signature(s) of Debtor(s) Signature(s) of Secured Party(ies)
</TABLE>
(1) Filing Officer Copy - Alphabetical STANDARD FORM - FORM UCC -1
<PAGE> 20
========================================= THIS SPACE FOR USE OF FILING OFFICER
- -----------------------------------------
- -----------------------------------------
=========================================
FINANCING STATEMENT - FOLLOW INSTRUCTIONS
CAREFULLY
This Financing Statement is presented for
filing pursuant to the Uniform Commercial
Code and will remain effective, with
certain exceptions, for 5 years from
date of filing.
- -----------------------------------------
A. NAME & TEL. # OF CONTACT AT FILER
(optional)
- -----------------------------------------
B. FILING OFFICE ACCT. # (optional)
- -----------------------------------------
C. RETURN COPY TO: (Name and Mailing
Address)
----- -----
INTERNATIONAL FINANCIAL
SERVICES CORPORATION
1113 S. Milwaukee Ave., #301
Libertyville, IL 60048
----- -----
- -----------------------------------------
D. OPTIONAL DESIGNATION (if applicable):
[ ] LESSOR/LESSEE
[ ] CONSIGNOR/CONSIGNEE
[ ] NON-UCC FILING
===============================================================================
1. DEBTOR'S EXACT LEGAL NAME - insert only one debtor name (1a or 1b)
----------------------------------------------------------------------------
1a. ENTITY'S NAME
SMT UNLIMITED L.P.
OR ----------------------------------------------------------------------------
1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
- -------------------------------------------------------------------------------
1c.MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
47650 Westinghouse Dr. Fremont CA 94539
- -------------------------------------------------------------------------------
1d. S.S. OR TAX I.D.# OPTIONAL 1e. TYPE OF 1f. ENTITY'S 1g. ENTITY'S
ADD'NL INFO ENTITY STATE OR ORGANIZA-
RE ENTITY COUNTRY OF TIONAL
DEBTOR ORGANIZATION I.D. #,
if any
[ ] None
===============================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
or 2b)
----------------------------------------------------------------------------
2a. ENTITY'S NAME
OR ----------------------------------------------------------------------------
2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
- -------------------------------------------------------------------------------
2c.MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
- -------------------------------------------------------------------------------
2d. S.S. OR TAX I.D.# OPTIONAL 2e. TYPE OF 2f. ENTITY'S 2g. ENTITY'S
ADD'NL INFO ENTITY STATE OR ORGANIZA-
RE ENTITY COUNTRY OF TIONAL
DEBTOR ORGANIZATION I.D. #,
if any
[ ] None
===============================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME -
insert only one secured party name (3a or 3b)
----------------------------------------------------------------------------
3a. ENTITY'S NAME
INTERNATIONAL FINANCIAL SERVICES CORPORATION
OR ----------------------------------------------------------------------------
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
- -------------------------------------------------------------------------------
3c.MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
1113 S. Milwaukee Ave., #301 Libertyville IL 60048
===============================================================================
4. This FINANCING STATEMENT covers the following types or items of property:
See Equipment Description as described on attached "Schedule A".
THIS UCC IS FILED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT SIGNIFY A DEBT
BETWEEN THE PARTIES LISTED ABOVE.
===============================================================================
5. CHECK [ ] This FINANCING STATEMENT is 7. If filed in Florida (check
BOX signed by the Secured Party one)
(if applicable) instead of the Debtor to [ ] Documentary stamp
perfect a security interest tax paid
(a) in collateral already [ ] Documentary stamp tax
subject to a security interest not applicable
in another jurisdiction when it
was brought into this state, or
when the debtor's location was
changed to this state, or (b)
in accordance with other
statutory provisions (additional
data may be required)
===============================================================================
6. REQUIRED SIGNATURE(S) 8. [ ] This FINANCING STATEMENT is
to be filed (for record) (or
recorded) in the REAL ESTATE
RECORDS
/s/ Linda K. Blake Attach Addendum (if applicable
- -------------------------------------------------------------------------------
9. Check to REQUEST SEARCH
CERTIFICATE(S) on Debtor(s)
ADDITIONAL FEE)
(optional)
[ ] All Debtors [ ] Debtor 1
[ ] Debtor 2
===============================================================================
(1) FILING OFFICER COPY - NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS)
(REV. 12/18/95)
- -------------------------------------------------------------------------------
<PAGE> 21
GENERAL INSTRUCTIONS FOR NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS)
Please type or laser-print this form. Be sure it is completely legible. Read
all instructions.
Fill in form very carefully; mistakes may have important legal consequences.
Follow instructions completely. If you have questions, consult your
attorney. Filing officer cannot give legal advice.
Do not insert anything in the open space in the upper portion of this form; it
is reserved for filing officer use.
When properly completed, send Filing Officer Copy, with required fee, to filing
officer. If you want an acknowledgment, also send Acknowledgment Copy,
otherwise detach. If you want to make a search request, complete item 9 and
send Search Request Copy, otherwise detach. Always detach Debtor and Secured
Party Copies.
If you need to use attachments, use 8-1/2 x 11 inch sheets and put at the top
of each additional sheet the name of the first Debtor, formatted exactly as
it appears in item 1 of this form; you are encouraged to use Addendum (Form
UCC1 Ad).
ITEM INSTRUCTIONS
1. Debtor name: Enter only one Debtor name in item 1, an entity's
name (1a) or an individual's name (1b). Enter Debtor's exact full legal
name. Don't abbreviate.
1a. Entity Debtor. "Entity" means an organization having a legal
identity separate from its owner. A partnership is an entity; a sole
proprietorship is not an entity, even if it does business under a trade
name. If Debtor is a partnership, enter exact full legal name of
partnership; you need not enter names of partners as additional Debtors.
If Debtor is a registered entity (e.g., corporation, limited partnership,
limited liability company), it is advisable to examine Debtor's current
filed charter documents to determine correct name, entity type, and state
of organization.
1b. Individual Debtor. "Individual" means a natural person and a sole
proprietorship, whether or not operating under a trade name. Don't use
prefixes (Mr., Mrs., Ms.). Use suffix box only for titles of lineage
(Jr., Sr., III) and not for other suffixes or titles (e.g., M.D.). Use
married woman's personal name (Mary Smith, not Mrs. John Smith). Enter
individual Debtor's family name (surname) in Last Name box, first given
name in First Name box, and all additional given names in Middle Name box.
For both entity and individual Debtors: Don't use Debtor's trade name,
D/B/A, A/K/A, F/K/A, etc. in place of Debtor's legal name; you may add such
other names as additional Debtors if you wish.
1c. An address is always required for the Debtor named in 1a or 1b.
1d. Debtor's social security or tax identification number is required
in some states. Enter social security number of a sole proprietor, not
tax identification number of the sole proprietorship.
1e,f,g. "Additional information re entity Debtor" is optional. It
helps searchers to distinguish this Debtor from others with the same or a
similar name. Type of entity and state of organization can be determined
from Debtor's current filed charter documents. Organizational I.D.
number, if any, is assigned by the agency where the charter document was
filed; this is different from taxpayer I.D. number; this should be
entered preceded by the 2-character U.S. Postal identification of state of
organization (e.g., CA12345, for a California corporation whose
organizational I.D. number is 12345).
Note: If Debtor is a transmitting utility as defined in applicable Commercial
Code, attach Addendum (Form UCC1Ad) and check box Ad8.
2. If an additional Debtor is included, complete item 2, determined
and formatted per Instruction 1. To include further additional Debtors,
or one or more additional Secured Parties, attach either Addendum (Form
UCC1Ad) or other additional page(s), using correct name format. Follow
Instruction 1 for determining and formatting additional names.
3. Enter information, determined and formatted per Instruction 1. If
there is more than one Secured Party, see Instruction 2. If there has
been a total assignment of the Secured Party's interest prior to filing
this form, you may provide either assignor Secured Party's or assignee's
name and address in item 3.
4. Use item 4 to indicate the types or describe the items of
collateral. If space in item 4 is insufficient, put the entire collateral
description or continuation of the collateral description on either
Addendum (Form UCC1Ad) or other attached additional page(s).
5, 6. All Debtors must sign. Under certain circumstances, Secured
Party may sign instead of Debtor; if applicable, check box in item 5 and
provide Secured Party's signature in item 6, and under certain
circumstances, in some states, you must also provide additional data; use
Addendum (Form UCC1Ad) or attachment to provide such additional data.
7. If filing in the state of Florida you must check one of the two
boxes in item 7 to comply with documentary stamp tax requirements.
8. If the collateral consists of or includes fixtures, timber,
minerals, and/or mineral-related accounts, check the box in item 8 and
complete the required information on Addendum (Form UCC1Ad). If the
collateral consists of or includes crops, consult applicable law of state
where this Financing Statement is to be filed and complete Ad3b, and Ad4
if required, on Addendum (Form UCC1Ad) and, if required, check box in
item 8.
9. Check box 9 to request Search Certificate(s) on all or some of the
Debtors named in this Financing Statement. The Certificate will list all
Financing Statements on file against the designated Debtor currently
effective on the date of the Certificate, including this Financing
Statement. There is an additional fee for each Certificate. This item is
optional. If you have checked box 9, file copy 3 (Search Request Copy) of
this form together with copies 1 and 2. Not all states will honor a search
request made via this form; some states require a separate request form.
INSTRUCTIONS RE OPTIONAL ITEMS A-D
A. To assist filing officers who might wish to communicate with
filer, filer may provide information in item A. This item is optional.
B. If filer has an account with filing officer or is authorized to
pay fees by means of a card (credit or debit) and wishes to use such means
of payment, check the appropriate box and enter filer's account number in
item B, or, in the alternative, filer may present this information by a
cover letter.
C. Complete item C if you want acknowledgment copy returned and you
have presented simultaneously a carbon or other copy of this form for use
as an acknowledgment copy.
D. If filer desires to use titles of lessee and lessor, or consignee
and consignor, instead of Debtor and Secured Party, check the appropriate
box in item D. This item is optional. If this is not a UCC security
insterest filing (e.g., a tax lien, judgment lien, etc.), check the
appropriate box in item D, complete items 1-9 as applicable and attach any
other items required under other law.
<PAGE> 22
========================================= THIS SPACE FOR USE OF FILING OFFICER
- -----------------------------------------
- -----------------------------------------
=========================================
FINANCING STATEMENT - FOLLOW INSTRUCTIONS
CAREFULLY
This Financing Statement is presented for
filing pursuant to the Uniform Commercial
Code and will remain effective, with
certain exceptions, for 5 years from date
of filing.
- -----------------------------------------
A. NAME & TEL. # OF CONTACT AT FILER
(optional)
- -----------------------------------------
B. FILING OFFICE ACCT. # (optional)
- -----------------------------------------
C. RETURN COPY TO: (Name and Mailing
Address)
----- -----
INTERNATIONAL FINANCIAL
SERVICES CORPORATION
1113 S. Milwaukee Ave., #301
Libertyville, IL 60048
----- -----
- -----------------------------------------
D. OPTIONAL DESIGNATION (if applicable):
[ ] LESSOR/LEASEE
[ ] CONSIGNOR/CONSIGNEE
[ ] NON-UCC FILING
===============================================================================
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b)
----------------------------------------------------------------------------
1a. ENTITY'S NAME
SIGMATRON INTERNATIONAL, INC.
OR ----------------------------------------------------------------------------
1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
- -------------------------------------------------------------------------------
1c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
47650 Westinghouse Dr. Fremont CA 94539
- -------------------------------------------------------------------------------
1d. S.S. OR TAX I.D.# OPTIONAL 1e. TYPE OF 1f. ENTITY'S 1g. ENTITY'S
ADD'NL INFO ENTITY STATE OR ORGANIZA-
RE ENTITY COUNTRY OF TIONAL
DEBTOR ORGANIZATION I.D. #,
if any
[ ] None
===============================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
or 2b)
----------------------------------------------------------------------------
2a. ENTITY'S NAME
OR ----------------------------------------------------------------------------
2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
- -------------------------------------------------------------------------------
2c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
- -------------------------------------------------------------------------------
2d. S.S. OR TAX I.D.# OPTIONAL 2e. TYPE OF 2f. ENTITY'S 2g. ENTITY'S
ADD'NL INFO ENTITY STATE OR ORGANIZA-
RE ENTITY COUNTRY OF TIONAL
DEBTOR ORGANIZATION I.D. #,
if any
[ ] None
===============================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME -
insert only one secured party name (3a or 3b)
----------------------------------------------------------------------------
3a. ENTITY'S NAME
INTERNATIONAL FINANCIAL SERVICES CORPORATION
OR ----------------------------------------------------------------------------
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
- -------------------------------------------------------------------------------
3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
1113 S. Milwaukee Ave., #301 Libertyville IL 60048
===============================================================================
4. This FINANCING STATEMENT covers the following types or items of property:
See Equipment Description as described on attached "Schedule A".
===============================================================================
5. CHECK [ ] This FINANCING STATEMENT is 7. If filed in Florida (check
BOX signed by the Secured Party one)
(if applicable) instead of the Debtor to [ ] Documentary stamp
perfect a security interest tax paid
(a) in collateral already [ ] Documentary stamp tax
subject to a security interest not applicable
in another jurisdiction when it
was brought into this state, or
when the debtor's location was
changed to this state, or (b)
in accordance with other
statutory provisions (additional
data may be required)
===============================================================================
6. REQUIRED SIGNATURE(S) 8.[ ] This FINANCING STATEMENT is
to be filed (for record) (or
recorded) in the REAL ESTATE
RECORDS
Attach Addendum (if applicable)
- -------------------------------------------------------------------------------
9. Check to REQUEST SEARCH
CERTIFICATE(S) on Debtor(s)
ADDITIONAL FEE)
(optional)
[ ] All Debtors [ ] Debtor 1
[ ] Debtor 2
===============================================================================
(1) FILING OFFICER COPY - NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS)
(REV. 12/18/95)
- -------------------------------------------------------------------------------
<PAGE> 23
to come
<PAGE> 24
- -------------------------------------------------------------------------------
SIGMATRON Harris Trust and Savings Bank 13646
NTERNATIONAL, INC. Chicago, IL
CAI Electronics, NSC Electronics & EMD Electronics
2201 LANDMEIER ROAD * ELK GROVE VILLAGE, ILLINOIS 60007
(847) 956-8000 * Fax (847) 956-8082
May 13 1997
----------- 19 ----
PAY SIX HUNDRED FORTY AND 00/100 DOLLARS DOLLARS $**640.00**
-------------------------------------------------------- -----------
----- -----
TO INTERNATIONAL FINANCIAL
THE SERVICE CORP.
ORDER 1115 S. MILWAUKEE, SUITE 303
OF LIBERTYVILLE, IL 60048 ---------------------------
NON NEGOTIABLE
---------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DEDUCTIONS
-------------------
DATE INVOICE NO. DESCRIPTION AMOUNT PARTICULARS AMOUNT NET AMOUNT
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AMOUNT REFERENCE
640.00 Inv LEASE 97-087
</TABLE>
<PAGE> 25
- -------------------------------------------------------------------------------
SIGMATRON Harris Trust and Savings Bank 13552
INTERNATIONAL, INC. Chicago, IL
CAI Electronics, NSC Electronics & EMD Electronics
2201 LANDMEIER ROAD * ELK GROVE VILLAGE, ILLINOIS 60007
(847) 956-8000 * Fax (847) 956-8082
Apr 24 1997
----------- 19 ----
TWENTY EIGHT THOUSAND FOUR HUNDRED TWENTY-SIX $ **28,426.00**
PAY AND 00/100 DOLLARS DOLLARS
---------------------------------------------- ---------------
----- -----
TO INTERNATIONAL FINANCIAL
THE SERVICES
ORDER /s/ Signature
OF ---------------------------
/s/ Signature
---------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DEDUCTIONS
-------------------
DATE INVOICE NO. DESCRIPTION AMOUNT PARTICULARS AMOUNT NET AMOUNT
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AMOUNT REFERENCE
28,426.00 Inv ADVANCE FUJI/SMT
</TABLE>
<PAGE> 26
EXHIBIT A
RESOLVED, that this Corporation be authorized to provide for ultimate use
by SMT Unlimited L.P.; Including all accessories and attachments (the
"Equipment"), the cost of said Equipment to be approximately $.
FURTHER RESOLVED, that this Corporation shall finance the acquisition of
the Equipment by selling it to and leasing it from International Financial
Services Corporation ("IFS") on the same or similar terms as this Corporation
has leased other equipment from IFS in the past.
FURTHER RESOLVED, that this Corporation be and it is hereby authorized to
enter into a sublease of the Equipment to SMT Unlimited L.P., which sublease is
to have a five-year term at a monthly rental equal to the cost of the Equipment
plus the cost to this Corporation to finance the purchase of the Equipment plus
2%.
FURTHER RESOLVED, Gary R. Fairhead, President and Chief Executive Officer
of this Corporation, alone or with the Secretary or any Assistant Secretary, be
and he is hereby authorized and directed to execute and deliver on behalf of
this Corporation such sale, lease and financing documents, including borrowing
resolutions to be certified by the Secretary or Assistant Secretary to the
above described equipment lease and sublease, and such other agreements,
certificates, affidavits or instruments related thereto, as he, in his sole
discretion, shall deem reasonable and appropriate to carry out the transactions
described herein.
<PAGE> 27
CONSENT TO SUBLEASE
-------------------
INTERNATIONAL FINANCIAL SERVICES CORPORATION, ("IFS"), as Lessor under
that certain Lease Agreement No. 97-087 (the "Lease"), between Lessor and
SIGMATRON INTERNATIONAL, INC.("SIGMA"), as Lessee, hereby consents to the
sublease by SIGMA of the property under the Lease to SMT UNLIMITED L.P.
("SMT"), as Sublessee, pursuant to the terms of that certain Sublease Agreement
dated June 19, 1997 (the "Sublease"). Notwithstanding said Sublease, monthly
rental payments under the Lease in the amount of Fourteen Thousand, Five
Hundred and Thirty-three Dollars ($14,533.00) shall continue to be paid
directly by SIGMA to IFS in accordance with the Lease.
<TABLE>
<S> <C>
Dated: ________________________ INTERNATIONAL FINANCIAL
SERVICES CORPORATION
BY:
-------------------------
ITS: Asst. Operations Mgr.
-----------------------
</TABLE>
ASSIGNMENT
For Value Received, SIGMA hereby collaterally assigns the Sublease to IFS and
its assignees as additional security for SIGMA'S obligations to IFS under the
Lease. Notwithstanding the foregoing, unless SIGMA is declared in default by
IFS under the Lease, SIGMA shall be entitled to receive all benefits and
enforce all rights under the Sublease, free of any claim by IFS or its
assignees.
Acknowledged by:
<TABLE>
<S> <C>
SUBLESSOR: SUBLESSEE:
SIGMATRON INTERNATIONAL, INC. SMT UNLIMITED L.P.
BY: /s/ Gary R. Fairhead BY: /s/ Linda K. Blake
--------------------- ------------------------
ITS: CEO/President ITS: V.P.
--------------------- ------------------------
</TABLE>
INTERNATIONAL FINANCIAL SERVICES CORPORATION
BY: ______________________
ITS: ______________________
<PAGE> 28
AMENDMENT "A" TO LEASE #97-087
------------------------------
LESSOR: International Financial Services Corporation
1113 S. Milwaukee Ave., #303
Libertyville, IL 60048
LESSEE: SIGMATRON INTERNATIONAL INC.
2201 Landmeier Road
Elk Grove, IL 60007
AMEND LEASE AS FOLLOWS:
<TABLE>
<S> <C>
TERM: 60 $14,531.00 per period for the first 60 periods:
Periods are: Monthly followed by $0.00 per period for
Total # of Lease for the next 0 periods, followed by $0.00
Payments: 60 per period for the next 0 periods. ADVANCE
Effective Date: rentals, $29,062.00 payable at the signing
of this lease to be applied to the last
two lease payments.
</TABLE>
All other terms, conditions, guaranties, additional collateral of the lease
between: LESSEE and INTERNATIONAL FINANCIAL SERVICES CORPORATION remain in full
force and effect.
<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL SIGMATRON INTERNATIONAL, INC.
SERVICES CORPORATION
By: By:
-------------- --------------
Title: Title:
----------- -----------
Date: Date:
----------------- -----------------
</TABLE>
<PAGE> 1
EX-10.37
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
<TABLE>
<S> <C>
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-097
ADDRESS: 2201 LANDMEIER ROAD CONTACT: MS. LINDA BLAKE, PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
TYPE OF COMPANY: CORPORATION
- -------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $3,459.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $6,918.00 payable at the signing of this lease
TOTAL # OF LEASE PAYMENTS: 60 to be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- -------------------------------------------------------------------------------------------------------
</TABLE>
TERMS AND CONDITIONS OF LEASE
1. LEASE. LESSOR hereby leases to LESSEE and LESSEE hereby hires and takes
from LESSOR, the personal property set forth on the EQUIPMENT Schedule above
and any Schedule attached hereto with all accessories incorporated therein
and/or affixed thereto, hereinafter referred to as EQUIPMENT.
2. RENTALS. During and for the original term hereof LESSEE hereby agrees to
pay LESSOR as and for rental of the EQUIPMENT the amounts specified above as
monthly or other calendar period rental multiplied by the number of months or
periods specified above. The first rental payment shall be made on the
effective date as set forth above. In the event the effective date is omitted
when the LEASE is executed by the LESSEE, the LESSOR is authorized to and shall
insert the effective date of this LEASE which shall be the date of delivery of
EQUIPMENT. Subsequent monthly or other period rental payments shall be due on
the same day of subsequent months or other calendar periods as the effective
date of this LEASE. All payments shall be made at the office of the LESSOR at
1113 S. Milwaukee Avenue, Libertyville, IL 60048, or as otherwise directed by
the LESSOR or assignee in writing.
3. TERM. The original term of this LEASE shall commence on the date that the
EQUIPMENT is delivered to LESSEE and shall terminate upon the expiration of
the number of months, or other calendar periods, set forth above from said
date. Said rent shall be payable monthly in advance.
4. EQUIPMENT AND LIABILITY. LESSOR, at the request of LESSEE, has ordered or
shall order the EQUIPMENT described above from a supplier selected by LESSEE.
LESSOR shall not be liable for specific performance of this LEASE or for
damages, if , for any reason, supplier fails to accept such order or delays or
fails to fill the order. LESSEE agrees to accept such EQUIPMENT and to
complete the acceptance notice provided by LESSOR.
5. PLACE OF USE; INSPECTION. LESSEE shall keep the EQUIPMENT at its place of
business as specified above. LESSEE covenants and agrees not to allow the use
of EQUIPMENT by other than the employees of the LESSEE and covenants and agrees
not to rent or sublet the EQUIPMENT or any part thereof to others for their own
use. Whenever requested by LESSOR, LESSEE shall promptly advise LESSOR as to
the exact location of the EQUIPMENT. LESSOR, from time to time, may enter the
premises where the EQUIPMENT is located and inspect same upon 1 business day's
notice and subject to LESSEE's security rules.
6. ADVANCE RENTALS. At the LESSOR'S option any advance rentals made hereunder
may be applied by LESSOR to cure any default of LESSEE. LESSEE will from time
to time promptly provide any additional credit or financial information that
the LESSOR deems necessary to this transaction.
7. DISCLAIMER OF WARRANTY. LESSOR not being the manufacturer or the supplier
of the EQUIPMENT, nor a dealer in similar equipment, has not made and does not
make any representation warranty or covenant, express or implied, with respect
to the design, condition, durability, suitability, fitness for use or
merchantability of the EQUIPMENT in any respect. As between LESSOR and LESSEE,
the EQUIPMENT shall be accepted and leased by LESSEE "AS IS" and "WITH ALL
FAULTS". LESSEE agrees to settle all such claims directly with the supplier
and will not assert any such claims or defenses against LESSOR or LESSOR'S
assignee. LESSOR assigns to, authorizes and appoints LESSEE to enforce, in its
own name and at its own expense, any claim, warranty, agreement or
representation which may be made against the supplier, but LESSOR assumes no
obligation as to the extent or enforceability thereof. LESSOR agrees to
cooperate with LESSEE in the enforcement of any manufacturer warranty to the
extent LESSOR'S cooperation is necessary under the terms of any such warranty.
No defect or unfitness of the EQUIPMENT, loss or damage thereto or any other
circumstances shall relieve LESSEE of its obligations under this LEASE which
are absolute and unconditional. In no event shall LESSOR or LESSEE be liable
for any consequential damages. Supplier is not an agent of LESSOR and no
employee of supplier is authorized to waive, supplement or otherwise alter, any
provision of this LEASE.
8. ERRORS IN ESTIMATED COST. The amount of each rent payment and the advance
rental initially set forth above are based upon the estimated total cost of the
EQUIPMENT (excluding taxes, transportation and any other charges) which is an
estimate, and each shall be adjusted proportionally if the actual cost of the
EQUIPMENT differs from said estimate. LESSEE hereby authorizes LESSOR to
correct the figures set forth above when the actual cost is known. If the
actual cost of the EQUIPMENT differs from the estimated cost by more than ten
percent (10%)thereof, however, either party at its option may terminate this
LEASE by giving written notice to the other party within fifteen (15) days
after receiving notice of the actual cost or the corrected rent.
9. USE AND RETURN OF EQUIPMENT. The LESSEE shall exercise due and proper care
in the use, repair and servicing of the EQUIPMENT and at all times and at its
expense shall keep and maintain the leased property in good working condition,
order, and repair. LESSEE may alter and upgrade the EQUIPMENT provided that
such alteration or upgrade does not reduce the value or impair the capability
of the EQUIPMENT. LESSEE shall have the right to remove any such alteration or
upgrade before returning the EQUIPMENT to LESSOR so long as the removal does
not damage the EQUIPMENT. LESSEE shall bear all costs associated with the
acquisition, installation and removal of any such alteration or upgrade. Upon
the expiration or termination of this LEASE, LESSEE at its sole expense shall
forthwith properly pack and return the EQUIPMENT to LESSOR, or to such place
designated by LESSOR within 30 miles of EQUIPMENT location, in the same
condition as when received by LESSEE, reasonable wear and tear alone excepted.
All replacement parts, incorporated in or affixed to the EQUIPMENT after the
commencement of this LEASE shall become the property of LESSOR.
10. TITLE; LIENS; TAXES. The Equipment is, and shall at all times be and
remain (i) the sole and exclusive property of LESSOR; and the LESSEE shall have
no right, title or interest therein or thereto except as expressly set forth
in this LEASE; (ii) personal property notwithstanding that the EQUIPMENT or any
part thereof may now be or hereafter become, in any manner affixed or attached
to or imbedded in, or permanently resting upon, real property or any building
thereon. LESSEE agrees to affix nameplates or decals to the EQUIPMENT
indicating LESSOR'S ownership thereof if requested and supplied by LESSOR.
THIS LEASE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ABOVE AND ON THE
FOLLOWING PAGES AND RIDERS WHICH ARE MADE PART THEREOF AND WHICH LESSEE
ACKNOWLEDGES THAT IT HAS READ. IN WITNESS WHEREOF THE LESSEE HAS HEREBY
EXECUTED THIS NON CANCELLABLE LEASE
<TABLE>
<S> <C>
THIS _____DAY OF _________________ 19___
ACCEPTED _____________ 19_____ LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
-----------------------------------------------
INTERNATIONAL FINANCIAL SERVICES CORP., Lessor SIGNED BY: /s/ Gary R. Fairhead
-----------------------------------------------------
BY TITLE: President and Chief Executive Officer
-------------------------------------------------- --------------------------------------------------------
TITLE (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
-----------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON DATE: 8/15/97
----------------------------------------------------------
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES LEASE ORIGINAL - 1
</TABLE>
<PAGE> 2
LESSEE shall keep the EQUIPMENT free and clear of levies, liens and
encumbrances and shall pay all license and registration fees, assessments,
filing or recording fees, documentary stamp tax, sale/use taxes, personal
property taxes, gross receipt taxes, excise taxes including value added taxes
and all other taxes (local, state and federal) which may now or hereafter be
imposed upon the ownership, leasing, rental, sale, purchase, possession or use
of the EQUIPMENT whether assessed to LESSOR or LESSEE excluding, however, all
taxes on or measured by LESSOR'S net income.
If such taxes are levied against the LESSOR, the LESSOR shall have the
right, subject to the following paragraph, but not the obligation, to pay any
such taxes, whether levied against the LESSOR or the LESSEE. In such event the
LESSEE shall reimburse the LESSOR therefor within five (5) days after receipt
of invoice and for the failure to make such reimbursement when due the LESSOR
shall have all remedies provided herein with respect to the nonpayment of the
rental hereunder. LESSEE shall give LESSOR immediate notice of any attachment
or other judicial process, liens or encumbrances affecting the EQUIPMENT and
shall indemnify and save LESSOR harmless from any loss or damage caused
thereby.
Notwithstanding the foregoing, LESSEE shall have the right, at its expense
and by appropriate legal proceedings, to contest the validity, applicability or
amount of any fees, assessments or taxes imposed upon the EQUIPMENT provided
that LESSEE shall not cause a tax lien to be levied against the EQUIPMENT or
LESSOR. LESSOR agrees to cooperate with LESSEE in any such contest and will
permit LESSEE to contest the same in the name of LESSOR (if required by law) or
in the name of LESSEE, all at LESSEE'S cost and expense. The non-payment of
any fee, tax or assessment by LESSEE in connection with such contest shall not
be deemed a default hereunder until final determination of such contest and
expiration of any due date established therein.
11. FILING. LESSEE hereby authorizes LESSOR to file financing statements with
respect to the EQUIPMENT or any collateral provided by LESSEE to LESSOR prior
to or following LESSOR's acceptance of this LEASE, in any State of the United
States in which the EQUIPMENT is located. LESSEE shall execute such
supplemental instruments and financing statements if LESSOR deems such to be
necessary or advisable and shall otherwise cooperate to defend the title of the
LESSOR by filing or otherwise. LESSEE, upon demand, shall promptly pay to
LESSOR all filing costs and fees incurred or paid by LESSOR.
12. INSURANCE. Commencing on the date risk passes to LESSOR from the supplier
and continuing until LESSEE has redelivered possession of the EQUIPMENT to
LESSOR, LESSEE, at its expense, shall keep the EQUIPMENT insured against all
risks of loss or damage from every cause whatsoever for the greater of the
total rent for the full term of this LEASE or the full undepreciated
replacement value (new) of the EQUIPMENT, and shall carry public liability
insurance, both personal injury and property damage, covering the EQUIPMENT and
its use. All insurance shall be of a type, form, in amounts, with companies
and contain terms and conditions reasonably satisfactory to LESSOR.
Certificates of insurance or other evidence satisfactory to LESSOR, including
the original or certified copies of the actual policies showing the existence
of insurance in accordance herewith, and the terms, conditions and payments
therefor shall be delivered to LESSOR upon LESSOR's request. Said insurance
shall provide for loss, if any, payable to LESSOR and LESSEE as their interests
may appear and shall name LESSOR as an additional insured for purposes of
liability insurance. The proceeds of insurance payable as a result of loss of
or damage to EQUIPMENT shall be applied, at the option of LESSEE: (a) toward
the replacement, restoration or repair of EQUIPMENT which may be lost, stolen,
destroyed or damaged; or (b) toward payment of the obligations of LESSEE
hereunder. In the event the LESSEE elects to apply insurance proceeds to the
repair or to the replacement of the damaged EQUIPMENT, this LEASE shall
continue in full force and effect. In the event LESSEE elects to apply
insurance proceeds to the payment of LESSEE'S obligations for rent hereunder,
the LESSEE's obligations for the rent hereunder shall be reduced by the amount
of such insurance proceeds, but the LESSEE shall be liable for any additional
rents due. Such reduction of rents shall be allocated solely to the item or
items lost, stolen, damaged or destroyed.
13. LOSS; DAMAGE. LESSEE assumes and shall bear the risk of loss and damage to
the EQUIPMENT from every cause whatsoever, whether or not insured. In the
event of any loss or damage to the EQUIPMENT, LESSEE, at the option of LESSEE,
shall (a) place the same in good repair, condition and working order; or (b)
replace the same with new EQUIPMENT; or (c) immediately pay to LESSOR the
following amount: the greater of (x) the total unpaid rentals for the entire
term hereof (discounted to present value at the rate of six (6) percent per
annum plus any amount due LESSOR pursuant to Section 18 hereof or (y) the fair
market value of the EQUIPMENT immediately prior to the loss or damage. Upon
such payment, together with payment of all other sums owing on said LEASE to
and including such payment date, LESSOR will transfer title to the affected
EQUIPMENT to LESSEE "as is", "where is", and without warranty, express or
implied but including the warranty of good and marketable title.
14. INDEMNITY. Lessee does hereby assume liability for and does agree to
indemnify, protect, save and keep harmless LESSOR, and any assignee of LESSOR
from and against any and all liabilities, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements, including court costs and
reasonable legal expenses, of whatever kind and nature, imposed on, incurred by
or asserted against LESSOR, and any assignee of LESSOR (whether or not also
indemnified against by any other person) in any way relating to or arising out
of this LEASE or the manufacture, purchase, ownership, delivery, lease,
possession, use, operation, condition, return or other disposition of the
EQUIPMENT by LESSEE, including without limitation any claim alleging latent or
other defects, whether or not discoverable by LESSOR or LESSEE; any claim for
patent, trademark or copyright infringement; any claim arising out of strict
liability in tort; and any taxes for which LESSEE is responsible pursuant to
this LEASE, but excluding any such claims arising from acts or omissions of
LESSOR or its assignees.
15. DEFAULT. Any of the following events or conditions shall constitute an
event of default hereunder; (a) LESSEE'S failure to pay when due any rent or
other amount due hereunder within 30 days after receipt by LESSEE of notice of
default: (b) LESSEE'S default in performing any other term, covenant or
condition hereof if such default is not cured within 30 days after receipt by
LESSEE of notice of default; (c) seizure of any EQUIPMENT under legal process;
(d) the filing by or against LESSEE of a petition for reorganization or
liquidation under the Bankruptcy Code or any amendment thereto or under any
other insolvency law providing for the relief of debtors; (e) the voluntary or
involuntary making of an assignment of a substantial portion of its assets by
LESSEE for the benefit of creditors, appointment of a receiver or trustee for
LESSEE or for any of LESSEE'S asset institution by or against LESSEE of any
formal or informal proceeding for dissolution, liquidation, settlement of
claims against or winding up of the affairs of LESSEE, or the making by LESSEE
of a transfer of all or a material portion of LESSEE's assets or inventory not
in the ordinary course of business and not for equivalent consideration.
16. REMEDIES. Upon LESSEE'S default, LESSOR shall have the right to exercise
any one or more of the following remedies; (a) without affecting LESSOR'S title
or right to possession of the EQUIPMENT, declare due, sue for and recover all
rents and other amounts then accrued or thereafter accruing for the entire
lease term, discounted to present value at 8% per annum or the sum calculated
per paragraph 27 below, whichever is greater, (b) require LESSEE to promptly
redeliver the EQUIPMENT in the manner specified in Section 9 hereof; or (c)
repossess the EQUIPMENT without notice, legal process, prior judicial hearing
or liability for trespass (which rights LESSEE hereby voluntarily,
intelligently and knowingly waives). Such return or repossession of EQUIPMENT
shall not terminate this LEASE unless LESSOR so notifies LESSEE in writing.
LESSOR, at its option may sell or re-lease the EQUIPMENT upon such terms as it
reasonably determines and apply the proceeds to LESSEE's obligations hereunder,
after deducting from such proceeds all costs and expenses of repossession and
disposition, reasonable attorney's fees, plus any amounts due LESSOR pursuant
to Section 18 hereof. LESSEE shall promptly pay any resulting deficiency,
together with interest at the lesser of sixteen (16%) percent and LESSOR's
reasonable attorneys' fees if legal action is required to collect such
deficiency. If LESSOR is unable to repossess the EQUIPMENT for any reason, the
EQUIPMENT shall be deemed a total loss and LESSEE shall pay to LESSOR the
amount due pursuant to Section 13 (c). All such remedies are cumulative and
may be enforced separately or concurrently and are in addition to any other
rights or remedies available to LESSOR at law or in equity. The foregoing
provisions of this Section 16 are subject to any mandatory requirement of
applicable law then in effect.
17. ASSIGNMENT. Without the prior written consent of LESSOR, LESSEE shall not
assign, transfer, pledge or hypothecate this LEASE and EQUIPMENT or any
interest in this LEASE or in and to the EQUIPMENT or permit its rights under
this LEASE to be subject to any lien, charge or encumbrance of any nature.
Notwithstanding the foregoing, LESSEE may assign the LEASE, the EQUIPMENT and
its interest in this LEASE and the EQUIPMENT to an affiliate or in connection
with a sale of all or substantially all of its assets to, or consolidation with
or merger of LESSEE into, any entity so long as such entity assumes the
obligations of LESSEE hereunder and immediately following such event is, in the
reasonable opinion of LESSOR, no less creditworthy than was LESSEE immediately
prior to such event. LESSOR shall have the right to assign this LEASE or any
part thereof. If LESSOR assigns the rents reserved herein or all or any of
the LESSOR's other rights hereunder, or amounts equal thereto, the right of the
assignee to receive the rentals as well as any other right of the assignee
shall not be subject to any defense, setoff, counterclaim or recoupment which
may arise out of any breach or obligation of LESSOR or by reason of any other
indebtedness or liability at any time owing by LESSOR to LESSEE. All rentals
due hereunder shall be payable to assignee by LESSEE in accordance with the
terms hereof. On receipt of notification of such assignment, LESSEE, subject
to its rights hereunder, shall become the pledgeholder of the EQUIPMENT for and
on behalf of the assignee and will relinquish possession thereof only to the
assignee or pursuant to its written order subject to LESSEE's rights hereunder.
LESSEE, on receiving notice of any such assignment, shall make payments as may
therein be directed. Following such assignments, the term "LESSOR" shall be
deemed to include or refer to LESSOR'S assignee, provided that no such assignee
shall be deemed to assume any obligation or duty imposed upon LESSOR hereunder
and LESSEE shall look only to LESSOR for performance thereof. There shall be
only one executed counterpart of this LEASE marked "Original" and all other
counterparts shall be marked "Duplicate". To the extent that LEASE constitutes
chattel paper (as defined in the Uniform Commercial Code) no security interest
in this lease may be created through the transfer or possession of any
counterpart other than the original.
18. DEPRECIATION AND INVESTMENT TAX CREDIT INDEMNITY. (THIS SECTION DOES NOT
APPLY IF LESSOR HAS AGREED IN WRITING TO PASS THE INVESTMENT TAX CREDIT (ITC)
TO LESSEE.) If, as to any EQUIPMENT, under any circumstances and for any
reason whatsoever, except through the fault of the LESSOR, LESSOR shall lose or
shall not have the right to claim, or there shall be disallowed or recaptured
(collectively a "loss") (1) any portion of the maximum ITC, allowable under the
Internal Revenue Code of 1954, as amended, for new property with a useful life
equivalent to the lease term for such EQUIPMENT; or (2) any prortion of the
claimed depreciation deductions for such EQUIPMENT, based on the cost thereof,
LESSEE agrees to pay LESSOR upon demand an amount which, in the reasonable
opinion of LESSOR, will cause LESSOR's after tax net yield in respect of such
equipment to equal the net yield that LESSOR would have received if LESSOR had
not suffered such loss.
TERMS AND CONDITIONS OF LEASE #97-087 CONTINUED LESSEE'S INITIALS gf
LEASE ORIGINAL - 1 --
<PAGE> 3
19. ENTIRE AGREEMENT; NON-WAIVER; NOTICES; SEVERABILITY. This LEASE and each
rider hereto initialed by LESSEE contains the entire and only understanding
between LESSOR and LESSEE relating to the subject matter hereof. Any
representation, promises or conditions not contained herein shall not be
binding unless in writing and signed by duly authorized representatives of each
party. No covenant or condition of this LEASE can be waived except by the
written consent of LESSOR. Any notices required to be given hereunder shall be
given in writing at the address of each party herein set forth, or to such
other address as either party may substitute by written notice to the other
with a copy of any such notice sent to LESSEE sent to Henry J. Underwood, Jr.,
Esq., Defrees & Fiske, 200 South Michigan, Suite 1100, Chicago, Illinois 60604.
Whenever reference is made herein to the "LEASE," it shall be deemed to
include any Schedules attached hereto identifying all items of EQUIPMENT and
the applicable term and rent, and each rider hereto initialed by LESSEE, all of
which constitute one indivisible lease of equipment to which all the terms and
provisions hereof apply. If any provision of this LEASE is held invalid, such
invalidity shall not affect any other provisions hereof.
20. GENDER; NUMBER; JOINT AND SEVERAL LIABILITY; AUTHORIZATION. Whenever the
context of this LEASE requires, the masculine gender includes the feminine or
neuter and the singular number includes the plural; whenever the word "LESSOR"
is used herein, it shall include all assignees of LESSOR; whenever the word
"herein" is used referring to this LEASE, it shall include the applicable
Schedules hereto and each rider hereto initialed by LESSEE. If there is more
than one LESSEE named in this LEASE, the liability of each shall be joint and
several. LESSEE hereby authorizes LESSOR to insert equipment serial numbers
and other identification in the equipment description, when known.
21. SURVIVAL. LESSEE'S indemnities shall survive the expiration or other
termination of this LEASE.
22. CHOICE OF LAW, SERVICE OF PROCESS. This LEASE shall be binding and
effective on LESSOR only when signed by an officer of LESSOR at its home office
in Libertyville, Illinois, and except for local filing requirements, shall be
governed by Illinois law and shall be deemed to have been made in Libertyville,
Illinois. LESSEE does hereby submit to the jurisdiction of any courts
(federal, state or local) having situs within the State of Illinois with
respect to any dispute, claim or suit arising out of or relating to this LEASE
or LESSEE'S obligations hereunder.
23. QUIET ENJOYMENT. LESSOR represents and warrants to LESSEE that LESSOR has
good title to the EQUIPMENT with the full and unencumbered right to lease the
same to LESSEE. LESSOR covenants with LESSEE that so long as LESSEE is not in
default under this Lease, neither LESSOR nor any third party shall interfere
with LESSEE'S right to quiet possession and enjoyment of the EQUIPMENT. LESSOR
shall protect and defend LESSEE'S right to the quiet possession and enjoyment
of the EQUIPMENT against all claims and liens of LESSOR'S creditors. Upon
expiration of the term of this LEASE and exercise by LESSEE of its purchase
option, LESSOR shall transfer title to the EQUIPMENT to LESSEE pursuant to a
bill of sale providing for LESSOR'S warranty of good and marketable title to
the EQUIMENT but excluding any warranties relating to the physical condition of
the EQUIPMENT, including but not limited to the warranties of merchantability
or fitness for a particular purpose.
24. PURCHASE OPTION. LESSEE shall have the option, exercisable upon notice to
Lessor, to purchase all of the EQUIPMENT for one dollar ($1.00) effective upon
the expiration of the original term of this LEASE.
25. EFFECTIVE DATE OF LEASE. The effective date of this LEASE for purposes of
commencing LESSEE'S obligation to pay monthly rent shall occur upon LESSEE'S
acceptance of the EQUIPMENT.
26. EARLY TERMINATION OPTION. After acceptance of the EQUIPMENT in
accordance with this LEASE, LESSEE shall have the right to terminate its
obligations under this LEASE at any time upon 30 days prior notice to LESSOR
and payment of the balance as set forth on the amortization schedule attached
hereto as Exhibit A opposite the date two months after the pre-payment is
effective plus the Prepayment Penalty set forth on Exhibit A. The amortization
schedule shall be adjusted as necessary if the monthly rental is adjusted under
paragraph 27 hereof.
27. RENTAL ADJUSTMENT. When LESSEE accepts the EQUIPMENT, the monthly rental
amount of $14,533.00 will be adjusted in proportion to any increase or decrease
in five year treasury rates from April 22, 1997 until the effective date. Said
monthly payment, adjusted as necessary, shall be payable in advance for 60
months commencing on the first day of the month immediately following the
effective date.
Whenever any monthly rental payment is not paid when due and continues
unpaid 15 days after notice of non-payment is received by LESSEE, LESSEE agrees
to pay LESSOR on demand (as a fee to offset LESSOR'S collection and
administrative expenses) the greater of twenty-five dollars ($25.00) or three
and one-half percent (3 1/2%) of the overdue amount to the extent permitted by
applicable law.
TERMS AND CONDITIONS OF LEASE #97-087 LESSEE'S INITIALS gf
--
LEASE ORIGINAL - 1
<PAGE> 4
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
<TABLE>
<S> <C> <C>
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-097
CONTACT: MS. LINDA BLAKE
ADDRESS: 2201 LANDMEIER ROAD PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL
TYPE OF COMPANY: CORPORATION
- -------------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $3,459.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $6,918.00 payable at the signing of this lease to
TOTAL # OF LEASE PAYMENTS: 60 be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- -------------------------------------------------------------------------------------------------------------
</TABLE>
ACCEPTANCE NOTICE
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
All items referred to above were received by us and were and are in good
order and condition and acceptable to us. The decals, labels, etc., if
required and supplied have been affixed to the above items. We approve payment
by you to the supplier. Lessee hereby certifies that the lessor has fully and
satisfactorily performed all covenants and conditions to be performed by it
under said lease agreement as of the date hereof.
Very Truly Yours,
<TABLE>
<S> <C>
LEASE DATED 15th DAY OF August, 1997
VENDOR: This acceptance must be signed ---- ------- --
by lessee and returned to us before your LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
invoice can be paid. --------------------------------------------------
SIGNED BY: /s/ Gary R. Fairhead
--------------------------------------------------
TITLE: President and Chief Executive Officer
--------------------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES
DATE: 8/15/97
--------------------------------------------------------
</TABLE>
ACCEPTANCE NOTICE - 3
<PAGE> 5
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
<TABLE>
<S> <C> <C>
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-097
CONTACT: MS. LINDA BLAKE
ADDRESS: 2201 LANDMEIER ROAD PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
TYPE OF COMPANY: CORPORATION
- ----------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $3,459.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $6,918.00 payable at the signing of this lease to
TOTAL # OF LEASE PAYMENTS: 60 be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- ----------------------------------------------------------------------------------------------------------
</TABLE>
EQUIPMENT DISCLAIMER AND AGREEMENT
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
This will advise that LESSEE is aware of its obligations with reference to the
above lease and that LESSEE agrees in its name to enforce all warranties,
agreements, or representations, if any, which may be made by the supplier to
LESSEE. LESSEE agrees that INTERNATIONAL FINANCIAL SERVICES CORPORATION makes
no expressed or implied warranties as to any matter whatsoever, including,
without limitation the condition of the equipment, its merchantability or its
fitness for any particular purpose except as set forth in the LEASE. No defect
or unfitness of equipment shall release LESSEE of the obligation to pay rental
payments or of any other obligations under this lease agreement.
Very Truly Yours,
LEASE DATED 15th DAY OF August, 1997
---- ------- --
LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
-----------------------------
SIGNED BY: Gary R. Fairhead
-----------------------------
TITLE: President and Chief Executive
Officer
-----------------------------------
LESSEE'S ORIGINAL SIGNATURE IN (INDICATE CORPORATE OFFICE, GENERAL
INK IS REQUIRED ON PARTNER, OWNER, ETC)
LEASE PAGES 1,2,3,4,5 -
MUST BE ORIGINAL SIGNATURES
DATE: 8/15/97
--------------------------------------
EQUIPMENT DISCLAIMER AND AGREEMENT - 4
<PAGE> 6
<TABLE>
INTERNATIONAL FINANCIAL 1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SERVICES CORPORATION (847) 549-0100 FAX (847) 549-0119
<S> <C> <C>
LESSEE: SIGMATRON INTERNATIONAL, INC. LEASE NO. ALWAYS REFER TO: #97-097
CONTACT: MS. LINDA BLAKE
ADDRESS: 2201 LANDMEIER ROAD PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
TYPE OF COMPANY: CORPORATION
- --------------------------------------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $3,459.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $6,918.00 payable at the signing of this lease to
TOTAL # OF LEASE PAYMENTS: 60 be applied to the last two rental payments.
EFFECTIVE DATE: SEE PARAGRAPH 25
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
LESSEE'S ACKNOWLEDGEMENT
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 Milwaukee Avenue
Libertyville, IL 60048
GENTLEMEN:
As Lessee under the lease referred to above with International Financial
Services Corporation, the undersigned hereby acknowledges the Lessor's right to
assign its interest under the Lease and that Assignee does not assume any of
the obligations of the Lessor thereunder, consents to any such assignment and,
in consideration of the assignee having advanced funds to the Lessor to finance
the equipment described in the Lease, and in consideration of Assignee's
covenant with Lessee that so long as Lessee is not in default under the Lease,
Lessee will quietly possess the Equipment, free of interference from third
parties, agrees as follows: (a) that its obligation to pay directly to the
Assignee the amounts (whether designated as rentals or otherwise) which become
due from the Lessee as set forth in the Lease so assigned shall be absolutely
unconditional and shall be payable in strict accordance with the Lease, and it
promises so to pay the same notwithstanding any defense, set-off or
counterclaim whatsoever, whether by reason of breach of the Lease, the exercise
of any right or option thereunder, or otherwise, which it may or might now or
hereafter have as against the Lessor (the Lessee reserving its right to have
recourse directly against the Lessor on account of any such defense, set-off or
counterclaim); and (b) that, subject to and without impairment of the Lessee's
leasehold rights in and to the Equipment described in said Lease, Lessee holds
said Equipment and the possession thereof for the Assignee to the extent of the
Assignee's rights therein. There shall be only one executed counterpart of
this lease marked "Original" and all other counterparts shall be marked
"Duplicate." To the extent that Lease constitutes chattel paper (as defined in
the Uniform Commercial Code) no security interest in this lease may be created
through the transfer or possession of any counterpart other than the original.
Very Truly Yours,
<TABLE>
<S> <C>
LEASE DATED 15th DAY OF August ,1997
---- ------------------------- --
LESSEE NAME: SIGMATRON INTERNATIONAL, INC.
---------------------------------------------
SIGNED BY: /s/ Gary R. Fairhead
-----------------------------------------------
TITLE: President and Chief Executive Officer
---------------------------------------------------
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LEASE PAGES 1,2,3 ,4,5 - MUST BE ORIGINAL SIGNATURES
DATE: 8/15/97
----------------------------------------------------
</TABLE>
LESSEE'S ACKNOWLEDGMENT - 5
<PAGE> 7
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S MILWAUKEE ROAD, LIBERTYVILLE, IL 60048
- --------------------------------------------------------------------------------
AFFIDAVIT
I, Linda K. Blake hereby swear that all financial
statements submitted to INTERNATIONAL FINANCIAL SERVICES
CORPORATION are true and accurate and further, reflect the
true financial condition of this company.
COMPANY: SIGMATRON INTERNATIONAL, INC.
By: /s/ Linda K. Blake
--------------------------
TITLE: CEO
--------------------------
DATE: 8/15/97
--------------------------
<PAGE> 8
Lease # 97-097
------
REQUEST FOR INSURANCE
---------------------
Gentlemen:
We expect to engage in a leasing program which makes it necessary that a Loss
Payee Policy on all our outstanding all risk insurance be issued naming
INTERNATIONAL FINANCIAL SERVICES CORPORATION, 1113 Milwaukee Avenue,
Libertyville, IL 60048, as additional insured as its interest may appear.
Please have one certificate issued with respect to each of our outstanding
policies.
We would appreciate your cooperation in attending to this matter as quickly as
possible.
LESSEE: SIGMATRON INTERNATIONAL, INC.
/s/ Schwartz Brothers
- -----------------------------------
/s/ Joe Schwartz
- -----------------------------------
Insurance Company/Agent's Name ADDRESS: 2201 Landmeier Road
Elk Grove Village
135 S. LaSalle IL
- ----------------------------------- 60007
Address
Chicago, IL 60603 X /s/ Linda K. Blake
- ----------------------------------- -----------------------------
City State Zip Lessee signature
312-630-0839
- -----------------------------------
Phone Number
312-630-0833
- -----------------------------------
Fax Number
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A".
TOTAL EQUIPMENT COST: $167,450.00
<PAGE> 9
TAX STATUS CERTIFICATE
FOR
Illinois
--------
SALES AND USE TAXES
The undersigned Purchaser, being fully informed concerning the Illinois
Sales and Use Tax Acts and their Rules and Regulations, hereby certifies that
he is either legally Subject to such taxes or is entitled to Exemption from
such taxes, by reason of one or more of the classifications listed below:
Please check one:
[ ] Subject to State Sales and Use Taxes.
[x] Exempt, as Equipment and Parts are to be
used in production and/or industrial
processing. (PROVIDE STATE REGISTRATION
NUMBER AND A COPY OF TAX EXEMPT
CERTIFICATE.
[ ] Exempt, for other reasons, specified
below: (attach copy of tax exempt
Certificate).
-----------------------------------------
-----------------------------------------
-----------------------------------------
The undersigned hereby makes this Certificate a part of each order, unless
otherwise specified on such order; and agrees to reimburse the seller/lessor
for any deficiencies imposed by the state of Illinois for any violation of such
Rules and Regulations.
This Certificate shall remain in effect for a period for which the State of
Illinois shall hold the seller/lessor liable.
Company Name: SIGMATRON INTERNATIONAL, INC.
Authorized signature:
Linda K. Blake
------------------------------------
Title: CFO
------------------------------
Date: 8/15/97
------------------------------
<PAGE> 10
ILLINOIS DEPARTMENT OF REVENUE
This certifies that the person or business shown below is registered as a
reseller and is authorized to purchase tangible personal property free of the
Retailers' Occupation Tax or related taxes. The tangible personal property
must be purchased for resale and all sales must be made in a nontaxable manner.
This certificate of Registration must be displayed in plain view at the
registrant's place of business.
[STATE SEAL]
SIGMATRON INTERNATIONAL INC
2201 LANDMEIER RD
ELK GROVE VILLAGE IL 60007-2620 -----------------------------
Director of Revenue
EXPIRES: FEBRUARY 2000 2508-5931
<PAGE> 11
S1-58/ MACHINERY AND EQUIPMENT
EXEMPTION CERTIFICATE
================================================================================
IDENTIFY THE SELLER
The seller must keep this certificate.
<TABLE>
<S> <C>
Name Sigmatron International, Inc. Phone ( ) -
---------------------------------- --------------------------------------
Address IBT no.
------------------------------- ---------------------------------------
Number and street Illinois business tax
- --------------------------------------
City State Zip
========================================================================================
IDENTIFY THE PURCHASER (OR LESSEE)
Name Sigmatron International Inc. Phone (847) 956-8000
---------------------------------- ---------------------------------------
Address 2201 Landmeier Date of purchase (or lease) 8/15/97
------------------------------- ------------------
Number and street Month Day Year
Elk Grove Village IL 60007
- --------------------------------------
City State Zip
========================================================================================
IDENTIFY THE EQUIPMENT* YOU ARE PURCHASING (OR LEASING)
* Equipment includes machinery and repair/replacement parts
Type of equipment
-----------------------------------------------------------------------
Serial no.
------------------------------------------------------------------------------
========================================================================================
IDENTIFY HOW YOU WILL USE THIS EQUIPMENT
Check the appropriate box.
[x] I state that this equipment will be used primarily in the manufacturing or
assembling of tangible personal property for wholesale or retail sale or lease.
[ ] I state that this equipment will be used primarily in agriculture production.
[ ] I state that this equipment will be used primarily for coal exploration, and related
mining, off highway hauling, processing, maintenance, or reclamation.
[ ] I state that this equipment will be used primarily for oil field exploration, oil
field drilling, or as oil field production equipment.
[ ] I state that this equipment will be used primarily in graphic arts production.
========================================================================================
SIGN BELOW
Under penalties of perjury, I state that I have examined this certificate and that it is
true and correct.
/s/ Linda K. Blake
- ----------------------------------------------------------------------------------------
Purchaser's signature Date
You may photocopy this form or you may request additional forms by writing us or calling
our Springfield office weekdays between 8:00 a.m. and 5:00 p.m. Our address and telephone
number are below.
ILLINOIS DEPARTMENT OF REVENUE
PO BOX 19010
SPRINGFIELD IL 62794-9010
217-785-3707
</TABLE>
<PAGE> 12
- --------------------------------------------------------------------------------
--------------------------------------------
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S. Milwaukee Avenue, Suite 303
Libertyville, IL 60048
(708)-549-0100 FAX (708)-549-0119
--------------------------------------------
-------
INVOICE
-------
---------------
LEASE #
--------------------------------------------- 97-097
CONTACT: Ms. Linda Blake
LESSEE: SIGMATRON INTERNATIONAL, INC. ---------------
------------
Invoice Date
ADDRESS: 2201 Landmeier Road 5/23/97
------------
Elk Grove Village IL 60007
---------------------------------------------
-----------------------------------------------------------------
DESCRIPTION AMOUNT
-----------------------------------------------------------------
Advanced lease payments for Lease # 97-097
the last two lease payments. $6,918.00
Less payment received:
Check: 913647 $6,918.00
---------
TOTAL AMOUNT DUE AT INTERNATIONAL FINANCIAL $0.00
SERVICES CORPORATION: =============
PAYMENT DUE UPON RECEIPT
- --------------------------------------------------------------------------------
<PAGE> 13
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SCHEDULE "A" TO LEASE #97-097
-----------------------------
AND/OR SECURITY AGREEMENT-MORTGAGE ON GOODS & CHATTELS
AND UNIFORM COMMERCIAL CODE #1 & #3 FILING FORM
DATED 8/15/97
---------
LESSEE: SIGMATRON INTERNATIONAL, INC.
LESSOR: INTERNATIONAL FINANCIAL SERVICES CORPORATION
EQUIPMENT AS DESCRIBED BELOW:
One (1) Universal Radial Inserter; Including all accessories and
attachments thereto.
INCLUDING ALL ACCESSORIES AND ATTACHMENTS THERETO
AND ALL PROCEEDS THEREOF.
<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL
SERVICES CORPORATION SIGMATRON INTERNATIONAL, INC.
By: By: /s/ Linda K. Blake
- ----------------------- -------------------------------------
Title: Title: CFO
- ----------------------- -------------------------------------
</TABLE>
<PAGE> 14
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SCHEDULE "A" TO LEASE #97-097
-----------------------------
AND/OR SECURITY AGREEMENT-MORTGAGE ON GOODS & CHATTELS
AND UNIFORM COMMERCIAL CODE #1 & #3 FILING FORM
DATED 8/15/97
---------
LESSEE: Sigmatron International, Inc.
LESSOR: INTERNATIONAL FINANCIAL SERVICES CORPORATION
EQUIPMENT AS DESCRIBED BELOW:
One (1) Universal Radial Inserter; INcluding all accessories and
attachments thereto.
Including all accessories and attachments thereto
and all proceeds thereof.
<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL
SERVICES CORPORATION SIGMATRON INTERNATIONAL, INC.
By: By: /s/ Gary R. Fairhead
- ----------------------- -------------------------------------
Title: Title: President and Chief Executive Officer
- ----------------------- -------------------------------------
</TABLE>
SCHEDULE-2
<PAGE> 15
BILL OF SALE
------------
Seller, SIGMATRON INTERNATIONAL, INC. of 2201 Landmeier Road, Elk Grove Village,
IL 60007, in consideration of ----- One Hundred Eighty-Seven Thousand Four
Hundred and Fifty Dollars--------- ($187,450.00), receipt whereof is hereby
acknowledged, does hereby sell, assign, transfer and set over to Buyer,
INTERNATIONAL FINANCIAL SERVICES CORPORATION of 1113 S. Milwaukee Avenue, Suite
303, Libertyville, IL 60048, the following described personal property to wit:
One Universal Radial Inserter; Including all accessories and attachments
thereto.
ALL SALES & USE TAXES ARE THE RESPONSIBILITY OF THE SELLER.
Seller hereby represents and warrants to Buyer that Seller is the absolute
owner of said property, that said property is free and clear of all liens,
charges and encumbrances, and that Seller has full right, power and authority
to sell said personal property and to make this bill of sale. All warranties
of quality, fitness, and merchantability are hereby excluded.
IN WITNESS WHEREOF. Seller has signed and sealed this bill of sale at _________
this 15th day of August, 1997.
SIGMATRON INTERNATIONAL, INC.
----------------------------(Seal)
Its: /s/ Linda K. Blake CFO
-------------------------
(Title)
<PAGE> 16
UNIFORM COMMERCIAL CODE - FINANCING STATEMENT - FORM UCC - 1
INSTRUCTIONS:
1. PLEASE TYPE this form. Fold only along perforation for mailing.
2. Remove Secured Party and Debtor copies and send other 3 copies with
interleaved carbon paper to the filing officer. Enclose filing fee.
3. If the space provided for any item(s) on the form is inadequate the
item(s) should be continued on additional sheets, preferably 5" x 8" or 8"
x 10". Only one copy of such additional sheets need be presented to the
filing officer with a set of three copies of the financing statement. Long
schedules of collateral, indentures, etc., may be on any size paper that is
convenient for the secured party. Indicate the number of additional sheets
attached.
4. If collateral is crops or goods which are or are to become fixtures,
describe generally the real estate and give name of record owner.
5. When a copy of the security agreement is used as a financing
statement, it is requested that it be accompanied by a completed but
unsigned set of these forms, without extra fee.
6. At the time of original filing, filing officer should return third copy as
an acknowledgement. At a later time, secured party may date and sign
Termination Legend and use third copy as a Termination Statement.
<TABLE>
<S> <C> <C>
This FINANCING STATEMENT is presented to a filing officer
for filing pursuant to the Uniform Commercial Code: 3. Maturity date (if any):
- ----------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address(es) 2. Secured Party(ies) and address(es) For Filing Officer (Date, Time,
SIGMATRON INTERNATIONAL, INC. INTERNATIONAL FINANCIAL SERVICES Number, and Filing Office)
2201 Landmeier Road CORPORATION #97-097
Elk Grove Village, IL 60007 1113 S. Milwaukee Ave., #301
Libertyville, IL 60048
Tax ID/Social Security No. Tax ID/Social Security No.
- -------------------------------------------------------------------------------------------------
4. This financing statement covers the following types (or items)
of property:
One (1) Universal Radial Inserter; Including all accessories and
attachments thereto: ------------------------------
5. Assignee(s) of Secured
Party and Address(es)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
This statement is filed without the debtor's signature to perfect a security Filed with:
interest in collateral. (check [x] if so)
[ ] already subject to a security interest in another jurisdiction when it
was brought into this state.
[ ] which is proceeds of the original collateral described above in which
a security interest was perfected:
- ----------------------------------------------------------------------------------------------------------------------------------
Check [x] if covered: [ ] Proceeds of Collateral are also covered.
[ ] Products of Collateral are also covered. No. of additional Sheets presented:
- ----------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------- -----------------------------------
By: Linda K. Blake By:
------------------------------------ ---------------------------------
(Signature(s) of Debtor(s) Signature(s) of Secured Party(ies)
</TABLE>
(1) Filing Officer Copy - Alphabetical STANDARD FORM -FORM UCC-1
<PAGE> 17
EXHIBIT A
RESOLVED, that this Corporation be authorized to provide for ultimate use
by SMT Unlimited L.P.; Including all accessories and attachments (the
"Equipment"), the cost of said Equipment to be approximately $.
FURTHER RESOLVED, that this Corporation shall finance the acquisition of
the Equipment by selling it to and leasing it from International Financial
Services Corporation ("IFS") on the same or similar terms as this Corporation
has leased other equipment from IFS in the past.
FURTHER RESOLVED, that this Corporation be and it is hereby authorized to
enter into a sublease of the Equipment to SMT Unlimited L.P., which sublease is
to have a five-year term at a monthly rental equal to the cost of the Equipment
plus the cost to this Corporation to finance the purchase of the Equipment plus
2%.
FURTHER RESOLVED, Gary R. Fairhead, President and Chief Executive Officer
of this Corporation, alone or with the Secretary or any Assistant Secretary, be
and he is hereby authorized and directed to execute and deliver on behalf of
this Corporation such sale, lease and financing documents, including borrowing
resolutions to be certified by the Secretary or Assistant Secretary to the
above described equipment lease and sublease, and such other agreements,
certificates, affidavits or instruments related thereto, as he, in his sole
discretion, shall deem reasonable and appropriate to carry out the transactions
described herein.
<PAGE> 18
CONSENT TO SUBLEASE
-------------------
INTERNATIONAL FINANCIAL SERVICES CORPORATION, ("IFS"), as Lessor under
that certain Lease Agreement No. 97-087 (the "Lease"), between Lessor and
SIGMATRON INTERNATIONAL, INC.("SIGMA"), as Lessee, hereby consents to the
sublease by SIGMA of the property under the Lease to SMT UNLIMITED L.P.
("SMT"), as Sublessee, pursuant to the terms of that certain Sublease Agreement
dated _______, 1997 (the "Sublease"). Notwithstanding said Sublease, monthly
rental payments under the Lease in the amount of Fourteen Thousand, Five
Hundred and Thirty-three Dollars ($14,533.00) shall continue to be paid
directly by SIGMA to IFS in accordance with the Lease.
<TABLE>
<S> <C>
Dated: ________________________ INTERNATIONAL FINANCIAL
SERVICES CORPORATION
BY:
-------------------------
ITS: Asst. Operations Mgr.
-----------------------
</TABLE>
ASSIGNMENT
For Value Received, SIGMA hereby collaterally assigns the Sublease to IFS and
its assignees as additional security for SIGMA'S obligations to IFS under the
Lease. Notwithstanding the foregoing, unless SIGMA is declared in default by
IFS under the Lease, SIGMA shall be entitled to receive all benefits and
enforce all rights under the Sublease, free of any claim by IFS or its
assignees.
Acknowledged by:
<TABLE>
<S> <C>
SUBLESSOR: SUBLESSEE:
SIGMATRON INTERNATIONAL, INC. SMT UNLIMITED L.P.
BY: /s/ BY: /s/
--------------------- ------------------------
ITS: CEO President ITS: V.P.
--------------------- ------------------------
</TABLE>
INTERNATIONAL FINANCIAL SERVICES CORPORATION
BY: ______________________
ITS: ______________________
<PAGE> 19
AMENDMENT "A" TO LEASE #97-087
------------------------------
LESSOR: International Financial Services Corporation
1113 S. Milwaukee Ave., #303
Libertyville, IL 60048
LESSEE: SIGMATRON INTERNATIONAL INC.
2201 Landmeier Road
Elk Grove, IL 60007
AMEND LEASE AS FOLLOWS:
<TABLE>
<S> <C>
TERM: 60 $3,834.00 per period for the first 60 periods:
Periods are: Monthly followed by $0.00 per period for
Total # of Lease for the next 0 periods, followed by $0.00
Payments: 60 per period for the next 0 periods. ADVANCE
Effective Date: rentals, $7,668.00 payable at the signing
of this lease to be applied to the last
two lease payments.
</TABLE>
All other terms, conditions, guaranties, additional collateral of the lease
between: LESSEE and INTERNATIONAL FINANCIAL SERVICES CORPORATION remain in full
force and effect.
<TABLE>
<S> <C>
INTERNATIONAL FINANCIAL SIGMATRON INTERNATIONAL, INC.
SERVICES CORPORATION
By: By:
-------------- --------------
Title: Title:
----------- -----------
Date: Date:
----------------- -----------------
</TABLE>
<PAGE> 1
Exhibit 11 Statement RE: Computation of Earnings Per Share
<TABLE>
<CAPTION>
Six Months Three Months
Ended Ended
October 31, October 31,
1997 1997
------------ ------------
<S> <C> <C>
Primary:
Average shares outstanding 2,881,031 2,881,227
Net effect of dilutive stock options
- - based on the treasury stock method using
average market price 139,721 155,120
------------ ------------
Total 3,020,752 3,036,347
============ ============
Net income $461,692 $270,350
============ ============
Per share amount $0.15 $0.09
============ ============
Fully dilutive:
Average shares outstanding 2,881,031 2,881,227
Net effect of dilutive stock options
- - based on the treasury stock method
method using quarter end market price 139,721 155,120
------------ ------------
Total 3,020,752 3,036,347
============ ============
Net income $461,692 $270,350
============ ============
Per share amount $0.15 $0.09
============ ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
CONSOLIDATED BALANCE SHEET AS OF 10/31/97 AND THE CONSOLIDATED EARNINGS FOR
THE QUARTER ENDED 10/31/97. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENE TO
SUCH (B) FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> OCT-31-1997
<CASH> 192663
<SECURITIES> 0
<RECEIVABLES> 18084953
<ALLOWANCES> 170000
<INVENTORY> 17665671
<CURRENT-ASSETS> 36731203
<PP&E> 10386744
<DEPRECIATION> 4079897
<TOTAL-ASSETS> 51400332
<CURRENT-LIABILITIES> 11592443
<BONDS> 0
0
0
<COMMON> 28812
<OTHER-SE> 17518336
<TOTAL-LIABILITY-AND-EQUITY> 51400332
<SALES> 25746874
<TOTAL-REVENUES> 25746874
<CGS> 23376367
<TOTAL-COSTS> 1516859
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 387160
<INCOME-PRETAX> 450584
<INCOME-TAX> 180234
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 270350
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
