<PAGE> 1
EXHIBIT 10.27
<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: #00-190
CONTACT: MS. LINDA BLAKE
ADDRESS: 2201 LANDMEIER ROAD PHONE #: 847-956-8000
ELK GROVE VILLAGE, IL 60007 EQUIPMENT LOCATION IF OTHER THAN LESSEE:
TYPE OF COMPANY: CORPORATION
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EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $6589.00 per period for the first 60 periods.
PERIODS ARE: MONTHLY ADVANCE RENTALS, $13,178.00 payable at the signing of
TOTAL # OF LEASE PAYMENTS: 60 this lease to be applied to the last two rental
EFFECTIVE DATE: SEE PARAGRAPH 25 payments.
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</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:
-----------------------------------------------
TITLE:
-----------------------------------------------------
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:
-----------------------------------------------------
</TABLE>
ACCEPTANCE NOTICE - 3
<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: #00-190
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 $6589.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $13,178.00 payable at the signing of
TOTAL # OF LEASE PAYMENTS: 60 this lease to be applied to the last two rental
EFFECTIVE DATE: SEE PARAGRAPH 25 payments.
---------------------------------------------------------------------------------------------
</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:
-----------------------------------------------
TITLE:
-----------------------------------------------------
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:
-----------------------------------------------------
</TABLE>
EQUIPMENT DISCLAIMER AND AGREEMENT - 4
<PAGE> 3
<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: #00-190
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 $6589.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $13,178.00 payable at the signing of
TOTAL # OF LEASE PAYMENTS: 60 this lease to be applied to the last two rental
EFFECTIVE DATE: SEE PARAGRAPH 25 payments.
---------------------------------------------------------------------------------------------
</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:
-----------------------------------------------
TITLE:
-----------------------------------------------------
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:
-----------------------------------------------------
</TABLE>
LESSEE'S ACKNOWLEDGMENT - 5
<PAGE> 4
<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: #00-190
ADDRESS: 2201 LANDMEIER ROAD CONTACT: MS. LINDA BLAKE,
ELK GROVE VILLAGE, IL 60007 PHONE #: 847-956-8000
EQUIPMENT LOCATION IF OTHER THAN ADDRESS OF LESSEE:
TYPE OF COMPANY: CORPORATION
---------------------------------------------------------------------------------------------
EQUIPMENT LEASED AS LISTED ON THE ATTACHED SCHEDULE "A"
TERM: 60 $6589.00 per period for the first 60 periods
PERIODS ARE: MONTHLY ADVANCE RENTALS, $13,178.00 payable at the signing of
TOTAL # OF LEASE PAYMENTS: 60 this lease to be applied to the last two rental
EFFECTIVE DATE: SEE PARAGRAPH 25 payments.
---------------------------------------------------------------------------------------------
</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: __________________________________________________
BY____________________________________________ TITLE: _____________________________________________________________
TITLE_________________________________________ (INDICATE CORPORATE OFFICE, GENERAL PARTNER, OWNER, ETC)
LESSEE'S ORIGINAL SIGNATURE IN INK IS REQUIRED ON DATE: _____________________________________________________________
LEASE PAGES 1,2,3,4,5 - MUST BE ORIGINAL SIGNATURES LEASE ORIGINAL - 1
</TABLE>
<PAGE> 5
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 portion 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 #00-190 CONTINUED LESSEE'S INITIALS __________
LEASE ORIGINAL - 1
<PAGE> 6
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
EQUIPMENT 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 $6589.00 will be adjusted in proportion to any increase or decrease in
five year treasury rates from June 23, 2000 until the date of final funding.
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 #00-190 LESSEE'S INITIALS _____________
LEASE ORIGINAL - 1
<PAGE> 7
INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S. MILWAUKEE AVENUE, LIBERTYVILLE, IL 60048
SCHEDULE "A" TO LEASE #00-190
-----------------------------
AND/OR SECURITY AGREEMENT-MORTGAGE ON GOODS & CHATTELS
AND UNIFORM COMMERCIAL CODE #1 & #3 FILING FORM
DATED _________________
LESSEE: Sigmatron International, Inc.
LESSOR: INTERNATIONAL FINANCIAL SERVICES CORPORATION
EQUIPMENT AS DESCRIBED BELOW:
FUJI MODEL CP4-3 Chip
Including all accessories and attachments thereto and all proceeds thereof.
INTERNATIONAL FINANCIAL
SERVICES CORPORATION SIGMATRON INTERNATIONAL, INC.
By: By:
-------------------------------- ----------------------------------
Title: Title:
----------------------------- -------------------------------
SCHEDULE - 2
<PAGE> 8
AMENDMENT "A" TO LEASE AGREEMENT # 00-190
-----------------------------------------
LESSOR: INTERNATIONAL FINANCIAL SERVICES CORPORATION
1113 S. Milwaukee Ave., #301
Libertyville, IL 60048
LESSEE: SIGMATRON INTERNATIONAL, INC.
2201 Landmeier Road
Elk Grove, IL 60007
AMEND LEASE AS FOLLOWS:
TERM: 60 $6566.00 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, $13,132.00 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: LESSEE and INTERNATIONAL FINANCIAL SERVICES CORPORATION remain in full
force and effect.
INTERNATIONAL FINANCIAL SIGMATRON INTERNATIONAL, INC.
SERVICES CORPORATION
By: By:
-------------------------------- ----------------------------------
Title: Title:
----------------------------- -------------------------------
Date: Date:
------------------------------ --------------------------------
IFS STD 01/99
Amend Form 02
(Amend.02)
