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Home My WebLink About03-2217 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW 0 ..~ ~ GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware Corporation, 44 Old Ridgebury Road, Danbury, CT 06810 Vo Plaintiff, THE GENERAL CASTING COMPANY, an Ohio Corporation, 222 North Queen Street, Shippensburg, PA 17257 Defendant. CASE NO. 2003- VERIFIED COMPLAINT FOR REPLEVIN Filed on behalf of Plaintiff, General Electric Capital Corporation Counsel of record for this party Gregory L. Taddonio Pa. I.D. No. 88564 Nicholas R. Pagliafi Pa. I.D. No. 87877 REED SMITH LLP Finn No. 234 435 Sixth Avenue Pittsburgh, PA 15219 (412) 288-7102 ?GHLIB- t 130687.01 -NRPAGLIA May 8, 2003 3:06 PM IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware Corporation, Plaintiff, THE GENERAL CASTING COMPANY, an Ohio Corporation, Defendant. CASE NO. 2003- NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Lawyer Referral Service of The Cumberland County Bar Association 32 South Bedford Carlisle, PA 17013 (717) 249-3166 -2- IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware Corporation, 44 Old Ridgebury Road Danbury, CT 06810 Plaintiff, Vo THE GENERAL CASTING COMPANY, an Ohio Corporation, 222 North Queen Street Shippensburg, PA 17257 Defendant. CASE NO. 2003- VERIFIED COMPLAINT FOR REPLEVIN Plaintiff, General Electric Capital Corporation ("GE Capital"), by and through its undersigned counsel, Reed Smith LLP, brings this action in replevin against Defendant, The General Casting Company ("General Casting"), and in support thereof avers as follows: PARTIES 1. GE Capital is a Delaware corporation with a place of business at 44 Old Ridgebury Road, Danbury, Connecticut 06810. -3- 2. General Casting is an Ohio corporation conducting business as a Foreign Business Corporation in the Commonwealth of Pennsylvania at 222 North Queen Street, Shippensburg, Pennsylvania 17257. JURISDICTION AND VENUE 3. This is a civil action for replevin pursuant to Pa. R. Civ. P. 1071 et seq. 4. This Court has jurisdiction over this action as General Casting has a place of business located at 222 North Queen Street, Shippensbarg, Pennsylvania 17257, and the equipment which is the subject of this action is believed to be located there. 5. Venue is appropriate in this Court pursuant to Pa. R. Civ. P. 1072 because the property, as hereinafter described, which is the subject of this suit, is located within Cumberland County, Pennsylvania. FACTUAL BACKGROUND 6. On or about October, 1999, GE Capital provided financing to General Casting in the amount of $594,900.00, as evidenced by a promissory note executed and delivered by General Casting to GE Capital and dated October 20, 1999 (the "Note"). A true and correct copy of the Note is attached as Exhibit "A" and incorporated by reference. 7. Pursuant to the terms of the Note, General Casting agreed to repay its indebtedness to GE Capital in monthly installments. 8. To secure the obligations under the Note, General Casting executed and delivered to GE Capital a Master Security Agreement, dated October 20, 1999 (together with all schedules and amendments, the "Security Agreement," and together with the Note, the "Loan Documents") which granted GE Capital a security interest in, and a lien upon, certain commercial equipment and other property (as more fully defined in the Security Agreement) -4- VERIFICATION I, Georgette Burns, being the ~_-~_~ t_-~ x~-----~ ~ ~for General Electric Capital Corporation responsible for administering the Loan Documents with The General Casting Company, verify that the facts set forth in the foregoing Complaint for Replevin are true and correct to the best of my knowledge, information and belief. I understand that false statements made therein are made subject to the penalties of 18 Pa. Con. Stat. § 4904 relating to unsworn falsifications to authorities. Date: ~eorgette~ums -9- CP0tRME)I 0/97(P,121698) (nnte) 1.080 Cleveland Street, Graflon, Loraiu County, OH 44044 (Address of Mnker) FOR VALUE RECEIVED, The General Casting Company ("l~ker") promises, jointly and severally if more than one, to pay to the order of General Klectric C-tidal Corporation or any subsequent holder herenf (each, a "Payee") at ils office located at 1787 Sentry ParkwnyAVe~t 16 Sentry Park/West, Suite 200, Blue Bell, PA 19422 or nt such other place as Payee or the holder hereof amy designate, the principal sum of Tqve Hundred NineW-Feur Thomnd, Nine Hundred nad 00/100 Dollars (~94,gO0.00), with intercat on the unpaid principal balance, from the date hereof through and ineindin~ the dates of payment, at a fixed intescst rate of Nine and 32/100 percent (9.32*/0) per suntan, m be paid in lawful money of the United Stat~ in Sixty (60) consecutive monthly installments of principel and interest as follows: Periodic lns~llment Amount l $9O,OOO.OO 2-12 $16,000.00. 13-24 $12,000.00 25-35 S8,054.96 ("Periodic Installment') ~l u final instalment which ~h.MI ~ in ~ mo~t cftc m~ o~ p~ncipM ~d in~ ~ fi~ P~ l~l~t ~dl ~ d~ md ~lc on ~ md ~ follo~n~ ~do~c 1~1~ ~ ~ fl~ ~lm s~l ~ b ~ p~ic ~ ~ ~ ~ ofc~ s~dhg mon~ {e~ · "Paym~t D~'). S~ ~lm~ have ~ ~ on ~e bmb cfa 3~ ~ y~ of~elve 3~ay m~. ~h p~t may, m ~ option cftc P~, ~ ~1~ md ~pl~d on m ~ ~i s~ ~t w~d ~ ~c ~ i~ duo ~. Thc acceptance by Payee of any payment which is less than payment in full of all amount~ due and owing at such time shMi not constitute a waiver of Payee's right to receive payment in full at such time or at any prior or subsequent time. Titc Maker hereby expressly, authorizes thc Payee to insert thc date value is acttmlly siren in thc bl~'~ space on thc face hereof and on all rclatml documants pertain'rog hereto. This Note may bc sccurcd by a security agreement, chattel mortgage, pledge a~ecmcnt or iikc iustrunient (each of which is hergina/ter called a 'Seem'ity Agreememt"). Time is of the essence hereof. If any irtstallment or any other sum duc under this Note or any Sccu~ty Agreement is not received within ten (10) days a~t~r its duc date. thc Maker agrees to pay, in addition to thc amount of each such installment or other sum, a late payment chaq~c of five percent (5%) of the amount of said instaiimcnt or other sum, but not cxcecding any inv~-ul maximum, if 0) Maker fails to make payment of any amount due hereunder within ten (10) days ai~cr thc same becomes duc and payable; or (ii) Makcr is in dcfuult under, or fails to perform under my teac or condition contained in any Security Agrccment, then thc cnilrc principal sum remaining unpaid, togcther with ail' accrued interest thcrcon and any other sum payable under this Note or any Security Agreement, at thc election of Payee, shall immediately becom~ due and payable, with inter~t thereon at tha lesser of eighteen per, mt (18%) per annum or the highest mtn not prohibited by applicable law from thc date of such accelerated maturity until paid (both before and after any judspz~eut). Thc Maker may p~-pay in ~ull, but not in pa~ its entire indebtedm.'ss hereunder upon payment of the entire indebtedness plus un additionai sum as u premium equal to thc following percentages of thc original principal balance for thc indicated period: Prior to the ~ mmual anniv~ery date of this Note: five percent ($%) Therca_Pter and prior to thc second annual nnniversnry date ofthis Notc: four percent (4%) Thereafter end prior m thc third annual annivcrssry date of this Note: ducc perccnt (3%) Thcrc&fter and prior to thc fouflh annual anniversary detc of this Note: two pe~cnt (2%) Thereat~er and prior to thc filth annual anniversary date of this Note: thC percent ( and zero pcrccnt (0%) thcrealtcr, plus all other sums duc hereunder or under nny Security Agreement. It is thc intention of thc parties hcrcto to comply with thc applicable usury laws; accordingly, it is agreed that, notwillmtanding any pmvisinn to tim contrary in this Note or any Security Asrccmcnt, in no event shall this Note or any Security AF, t~ccment rcqui~c thc payment or permit thc collection of intm~t in excess of thc maximum amount permiugd by applicable law. if any such excess interest is contracted for, chn~cd or received under this Note or any Secority Agreement, or if all of thc principai baiancc shall be prepaid, so that under any of such circumstances thc amount of inter~st conlracted for, char~cd or received under this Note or any Security Asrecrnent on thc principal balance shall exceed thc maximum amount of interest permitted by applicable law, then in such event (n) thc pr~visinrts of this parn~ shalJ govern and control, (b) neither Maker nor any other person or entity now or hereatter liable for thc payment hereof shltll be obligatad to pay thc amount of such interest to the extant that it is in cxc~s of thc maximum amount of intm~t permitted by appJicablc law, (c) any such excess which may have becfl collccted shall be either applied as a credit against the ~ unpaid principal balance or refunded to Maker, a.t thc option of thc Payee, and (d) thc ctTcctivc rate of Interest shail I~ automatically reduced to thc maximum lawful conlrnct rate allowed under applicable Jaw lis now or hereafter construed by thc courts having jurisdi~on thereof. It is fitrthcr at,ccd that without limitation of the forcsoing, all calculations of the rate ct' interest contracted for, charged or rccglvcd under this Note or any Security A~rcemcut which nrc made for the purpose of (lctermining whclhcr such rate exceeds thc maximum lawfltl contract rate. shail bc made, to thc extent permitted by applicable law, by amorttztnL prorating, allocating and spreading in equal pm-ts during thc period of thc full stated term of thc indchtcducss evidenced berchy, ail interest at any time contracted for, charged or rcceivcd from Maker or otherwise by Paycc in conncction with such indebtedness; provided' howcvcr, that if any applicable state law is amended or the law of thc United States of Amcrica preempts any applicable state law. so that it becomes lawful for thc Payee to rcceivc ~t greater intarcst per annum rate than is presently allowed, thc Maker agrees that. on thc effective date of such amendment or preemption, m thc cBsc may be. the lawful maximum EXHIBIT hereunder shall b~ increased to Ibc maximum ~ st per annum rate alinwed by the m~a:~aied sta~ inw or t ~ of the United Sts~s of Amm'i~. Thc Makor and all ~r~i~, endorsor~, l~u~to~ or any otho~ (eaoh such I~rson, other th~ fl~ Maker, m "ObliVion') who n~y ~ any timo beoomo li~l¢ for thc paymcnt hereof jointly and scwratiy consent be~cby to any and all cxtonsiom of time. renewals, waivers or modifl~tiom o~ and all ~_,__~___,fions ct releases of, security or of any pa~ primarily or secondarily liable on thi~ Nolo or any Security Agr~emant or any term and provision of ¢itber, whie, k may be made. granted or consented to by Puycc. and ague that suit nmy be brought and maintained against any one or moro of them, at the eltctlan of Payuc without joiudcr of any other as n pm~y tlg~to, and that Payce shall not be required fisst to fomeinse, proceed a~alnst, or exhaust any security bm*col in orde~ to anfmce payment of this Nutc. Tho Maker and each Obligor be~zby waives paaen~nent, demand for payment, notice of nunpayment* protest, notico of protest, noticc of dishonor, and all other notices in corrosion herewith, as well as filing of suit (if permittod by law) and dili$cnce in colle, o~ing this Nolo or anfotmin~ any of thc s~curlty hercof, and nure~ to pay (if permitted by law) all expenses incur~d in collection, includtn~ Pay~*s actual attomcys* fees. Maluw and each Obligor agrees that fees not in excess of twenty per~eut (20%) of tbs amount than duo shall be de~tn~ teasnoable. Maker bemby irrevocably authorizas and empowcts thc Prothonotary or Clerk, or any attorney for any Court of rocord to appmtr for Makro' in such Coux~ at any time. and confess · judgement a~alnat Mmker, without process, in favor of any holder Itcroof, without ~ filing of & duclaration of defmlt, willt mis, uso of crrors, without stay of execution, for such amount as nmy nppm~r fxom th~ face hcrtxtf to be dun hereunder (or, ii' soch alton~y so ei~q:ts, ~r tbs mnount which may be duc he~on ns cviden0cd by an affidavit signed by · rCl~sentafi~ of holder sattin~ forth the amount tben due) together with ~ allml~s f~es and costs as hcroin provided* and Maker hcmby waives and releases all benefits and relief f~om any and all appraisement, stay or exemption laws of any state, now in foruc or bem. at~r to be passed. It' a copy h~mof, verified by an afl, davit, shall have been flod in said pto~e, din~ it shall not be netmamy to fii~ thc original as · wun'ant of attorney. No single cxeroi.~ of thc foregoing wnmmt and power to cop. f~s judg~nant shall be decreed to exhaust th~ pow~, whether or not such cxcralse shall be held by any Corot to bc invalid, voidablc, or void, b~ thc power shall continue undiminished and nmy be exm~ised from time to timc as often as thc holder bemof shall ciect- until all sums payablc or that may become paysdalc bemundm' by Maker hovc been paid in full. THE MAI(~At HEREBY UNCONDITIONALLY W~ ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BAS~A) UPON OR ARISING OUT OF, DIRECTLY OR INDII~CTLY, TillS NOTE, ANY OF TIIE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAICKlt AND PAYEE RELATING TO ~ SUBJEC-~f MATTER OF TIPS TILANSACTION OR ANY I?~A.A~ AND/OR THE RELATIONSilW THAT IS BE~qG ESTABLISHED BETWEKN MAICER AND PAYEE. ~ SCOPE OF ~ WAIV~lt IS INTENDED TO BE ALL ENCOIVIPASS~NG OF ANY AND ALL DISPwrF. s TllAT MAY BE ~ IN ANY COURT (INCLUDINO, LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DI.FrY CLAIMS, AND ALL ~ COMMON LAW AND STATUTORY CLAIMS.) THIS WAIVER IS II~R~VOCABI~ MEANING TllAT IT MAY NOT BE MODIFII~D EITIII~t OitALLY OR IN wm'r~o, ANI) WAIVER SItALL APPLY TO ANY SUBSEQUENT AMKNDtt,~Jq'I~ RENEWALS* SUPPLEMENTS OR MODIFICATIONS TO TIP.9 NOT~ ANY RKLATED DOCUMENTS, OR TO ANY OTHER DO(NJM~ OR AGIEEEMENTS RELATING TO THIS TRANSAC'rlON OR ANY RELATED TRANSACTION. IN THE EVENT OF LITXGATION, TillS NOTE MAY BE FILED AS A WRITTEN CONS~N'r TO A TRIAL BY THE COURT. This Note and any Security Agmcmcnt constltutc thc entire sgrcemcnt of thc Maker and Paycc with rcspcct to thc subjcct nmtter hc~of and s~____s all prior undersumdings, agreements and reprosentstions, cxprcas or impiicd. No variation or modification of this Note, or any waiver of any of its provisions or conditions, shall be valid unless In writing and signed by no nmhcs'kz~ rcptcscntotivc of Maker and Payee. Any such waiver, consant, modification or changc shall be cffcctlvc only in thc specific instouc~ and for the specific porpose given. Any provision in this Notc or any Sccurity Agrcemcnt which is in conflict with any statute, law or nt~lica~e mis shall bc dccmcd omitted, modlfi~ or ultra'ed to conform thereto. The General Casting Company (Si~namro) Print name (and title, if applicablc) 3143~0283 (Fodend tax idcntlficatinn number) (L.S .) (3/91) CERTIFICATE OF DELIVERY/INSTALLATION Undersigned ~er~by certify that ;ill equipment ~nd property covered by a S~¢urity Agreement or Chattel Mort§age da~d /~)"~,0 ...~c~ and Note dated iO -~Lff~-q~i , b~twe~n Gen~'al Electric Capital Corporation (together with its successors, and ~igns, 'if any, "Secured Party") and un~rsigncd has bccn ~llv~n:d to undcrsigncd and found satisfactov/, mad that any and all instailation has bccn satisffactorily completed. In order to induc~ Securcd P~ty to advanc.~ the loan evidenced by such Notc, undersigned hc~by waive any defense, counterclaim or offset thereunder as against Secured Party. Thc C~neral C~ting Company Date: 99 DOOR~gJ IIIII I I IIII I IIIII I IIII II III I II I II Commerczal Equipment Financin9 General Eiectdc Capttal Corporation 178/Senti~ Patl~vay West, But~ding 16. Suite, 200 Blue Belt, PA 1,9422 Capital June 9, 2000 Mr. Frank Johnson, Treasurer The General Casting Company 473 Village Park Drive Powell, OH 43065 Re: GECC Account No. 4092868-001 Dear Mr. Johnson: During a recent audit of our files, it was discovered that the Periodic Installment section of the Promissory Note was incorrectly completed. The fifth line of the first paragraph states the correct term of Sixty (60) Months; however the fourth line of the Periodic Installment breakdown of payment terms incorrectly shows months "25-35'. Please see copy of the Promissory attached herewith, with section being amended highlighted. This letter serves as an Amendment to correct the Periodic Installment section from '25-35' to '25-59'. Please acknowledge your acceptance of this amendment by signing below and returning in the pre-paid Federal Express envelope provided. Thank you for your prompt attention to this matter. Sincerely Fran Cahill Contract Administrator Acknowledged: The Gen~Cast7 Co~an~ 11/98 i MASTER SECURITY AGREEMENT dated as of I t~l -~'qO--~ ("Agreement") EXHIBIT THIS AGREEMENT is between General Electric Caplal Corpontlon (together with its successors and assigns, if any, "Secured Party"), and The General Casting Company ("Debtor"). S~ured Patty has an office at 1787 Senlry ParkwayAVest 16 Sentry l'ark/Wtst. Suite200, Blue Bell, PA 19422. Debtor is a corporation organized and existing under the laws of the state of Ohio. Debtor's mailing address and chief place of business is 1080 Cleveland Street. Grafton, OH 44044. I. CREATION OF SECURITY INTEREST. Debtor grants to Secured Party, it~ successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future annexed to or made a part of this Agreement ("Collateral Schedule"), and in and against all additions, atlachmcnts, accessories and accessions to such property, all substitutions, replacements or e~tchanges therefor, and all insurance and/or other proceeds thereof (all such property is individually and collectively called the "Collateral"). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, Includlng but not limited to the payment and performance of'certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "Notes" and each a "Note"), and any renewals, extensions and modificatiom of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities arc c~llcd thc "Indebtedness'*). Notwithstanding anything to thc contrary contained in this Agreement, to the extent that Secured Party asserts a purchase money security interest in any items of Collateral ("PMSI Collateral"): (i} the PMS! Coliak:ra] shall secure onty that portion of thc Indebtedness which has been advanced by Secured Party to enable Debtor to purchase, or acquire rights in or the use of such PMS! Collateral (the "PMSI Indebtedness"}, and (ii) no other Collateral shall secure the PMS! Indebtedness. 2. REPRESENTATIONS, WAI~R. ANTIES ANN COVENANTS OF DEBTOR. Debtor represents, warrants and covenants as of the date of this Agreement and as oft he date of each Collateral Schedule that: (a) Debtor is, and will remain, duly organized, existing and in good standing under the laws of the State sci forth in thc preamble of this Agreement, has its chief executive offices at the location specified in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction wherever necessa.-y to carry on its business and operations; (b) Debtor has adequate power and capacity to enter into, and to perform its obligations under this Agreement, each Note and any other documents evidencing, or given in connection with, any of the Indebtedness (all of thc foregoing ate called the "Debt Documents"); (c) This Agreement and thc other Debt DocumcnLs have bccn duly authotizcd, executed and delivered by Debtor and constitute legal, valid and binding agreements enforceable in aeeordaflce with their terms, except to the extent that the enforcement of remedles may be limited under applicable bankruptcy and insolvency laws; (d) No approval, consent or withholding of objections is required flora any goveromenlai authority or inst,-umcniality with resp¢c,t to the cnt,-y into, or performance by Debtor of any of thc Debt Documents, except any already obtained; (e) The entry into, and performance by, Debtor of the Debt Documents will not (i) violate any of the organizational documents of Debtor or any judgment, order, law or regulation applicable to Debtor, or (ii) result in any brea~h of or constitute a default under any contract to which Debtor is a patty, or result in the creation of any lien, claim or encumbrance on any of Debtor's property (except for Iiens in favor of Secured Party) pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Debtor is a party; (f) There ate no suits or proceedings pending in court or before any commission, board or other administrative agency against or affecting Debtor which could, In the aggregate, have a material adverse effect on Debtor, its business or operations, or its ability to perform its obligations under the Debt Documents, nor does Debtor have reason to believe that any such suits or proceedings are threatened; (g) All financial statements delivered to Secured Party in eonncction with the Indebtedness have been prepared in accordance with generally acccplcd accounting principles, and since thc date of thc most rec~nt financial statemcnt, there has bean no matcrial adverse change in Debtors tinancial condition; (h) Thc Collateral is not, and will not be, used by Debtor for personal, family or household purposes; (i) Thc Collateral is, and will remain, in good condition and repair and Debtor wiII not be negligent in its care and usc; (j) Debtor is, and will remain, thc sole and lawful owner, and in possession of, thc Collateral, and has thc sole right and lawful authority to grant the security interest described in this Agreement; and (k) The Collateral is, and will remain, free and clear of all liens, claims and encumbrances of any kind whatsoever, except for (il liens in favor of Secured Party, (ii) liens for taxes not yet due or for taxes being contested in good faith and which do not involve, in thc judgment of~ccured Party, any risk of the sale, forfeiture or loss ofany of the Collateral, and (iii) inchoate materialmen's, mechanic's, repairmen's and similar liens arising by operation of law in the normal course of business for amounts which are not delinquent (all of such liens are called "Permitted Liens"), 3, COLLATERAL. (a) Until thc declaration of any default, Debtor shall remain in possession of the Collateral; except that Secured Party shall have thc right to possess (i) any chattel paper or instrument that constitutes a part of the Collateral, and (ii) any other Collateral in which Secured Party's security interest may bc perfected only by possession. Secured Party may inspect any of the Collateral during normal business hours after giving Debtor reasonable prior notice. If Secured Party asks, Debtor will promptly notit~ Secured Party in writing of thc location of any Collateral. Co) Debtor shall (i) use the Collateral only in its trade or business, (ii) maintain all of the CoLlateral in good operating order and repair, normal wear and tear excepted, (iii) use and maintain the Collateral only in compliance with manufacturers recommendations and all applicable laws, and (iv) keep all of NOU 04 200~ I?:iB PAGE.15 ' the Collateral frec and clc~ of all liens, claim an ~umbr~ccs (except for Peri,cfi Liens). ~ ~-. '~'-': ;'~ ~G '.3" :0 ~' ~ '~ Cc) ~btor shall eel without ~c prior wri~n ~nscnt of Secu~d P~, (il p~ with possession of~y of the Collst~al (except to Secu~d P~or ~or mainten~ and repair), (ii) remove ~y of~ Collater~ ~om tho contintn~l United Stat~, or (iii) sell, rent, I~c, mo~g~gc, g~t a secud~ inte~ in or othe~isc ~sfcr or ~ncum~ (except ~or Peri,ed Li~ns) ~y of ~e Colla~ral. (d) ~btor shall pay promptly when duc ali ~es, lic~ fees, ~smcn~ ~d public ~ priwm ch~ges levied or ~s~ed on ~y of ~e Col~teml, on i~ use, o~ on this Ag~emont or any of ~e o~ Debt Document. At iu option, Sccu~ed P~ may disc~ge t~, ]ie~, seouri~ inte~s~ o~ other encumbr~c~ at any dine Icvio~ or pinned on the CoUa~ral ~d may pay For ~e mainten~oo, insu~n~ ~d p~e~ation o[ th~ Collateral ~d ~ccL compii~ wi~ ~e te~ of this AErecment or ~y of ~e o~er Debt ~cum~n~. Debtor ag~ to ~imbun~ Sec~d P~, on domed, ~1 co~ ~d expens~ inked by Secu~d P~ in ~nn~ction wi~ such payment or p~ffo~ce ~d ages ~at such reimbu~ment obligation sh~l ~ns~mte Indebtedness. (el Debtor sh~l, at ~1 times, keep acc~m ~d compie~ ~cor~ of~ Colia~mi, ~ Secured P~ shall have the ~ght to inspect ~d m~e copies of all of Dtbm~s books and ~cords relatin& m the Col[atera~ during no~al busings houri, ~Rcr ~iving D~btor m~onabie prior notice. (~ D~btor ~grees ~d ~knowicdgos ~at ~y ~i~d p~non who m~y ~ ~y ~mc posses a~! or ~y po~ion ortho Collateral sh~l bo d~mcd to hold, ~d shall hold, ~ Colla~ ~ ~c agent of, ~d ~ pledge holder for, S~cumd P~. Scoured P~ may at ~y time give notic~ ~ ~y ~trd pe~on described in thc p~ccdinE sentence ~at such third pence is holding ~c Collateral ~ ~e agent of, ~d ~ pledge hol~er for, the Secured P~. 4. INSURANCE. (a) Debtor shall at all times bear the entire risk ofany loss, thoR, damage ~o, or destruction of, any of the Collatural from any cause whatsoever. (b) Deb/or agrees to keep the Collateral insured against loss or damage by fire and extended coverage pcrils, theft, burglary, and for any or all Collateral which arc vehicles, for risk of loss by collision, nad if'requested by Scoured Party, against such other risks as Secured Party may reasonably require. The insurance coverage shell bc in an amount no less than the full replacement value of the Collateral, and deductible amounts, insurers and policies shell be accept~lc to Secured Party. Dcbtor shall deliver to Secured Patty policies or certificates of insurance evidencing such coverngc. Each policy shall nnmc Secured Party as a loss payee, shall provide for coverage to Secured Party regardless of the breach by Debtor et'any warranty or representation made therein, shell not bc subject to co-insurance, and shall provide that coverage may not be cancclcd or. altered by the insurer except upon thirty (30) days prior written noticc to Sccarcd Pazty. Debtor appoints Secured Pan'y u its attorocy-in-fact to make proof.of loss, claim ~or insurance and adjustments with insurers, and to receive payment of and execute or endorse ali documcnts, checks or drafts in connection with Insurance payments. Secured Party shall not act as Debtors attorney-in-fact unless Debtor is in default. Proceeds of insurance shell be applied, et the option of' Secured Patty, to repair or replace thc Collateral or to reduce any of'the Indebtedness. ~. REPORTS. (al Debtor shall promptly notify Secured Party of (il any change in thc nnmc of Debtor, (Ii) any relocation of its chief cxecutivc offices, (iii) any relocation of any of the Collateral, (iv) any of the Collntend being lost, stolen, missing, destroyed, materially damaged or worn out, or (v) any lien, claim or encumbrance other than Permitted Liens attaching to or being made against any of thc Collateral. (b) Debtor will dclivcr to Secured Paa~y Debtors complete financial statements, ccrtificd by a recognlzcd lqrm of ccrtificd public accountants, within ninety (90) days of'the close of'each fiscal year of Debtor. If Secured Party requests, Debtor will deliver to Secured Party copies of'Debtors quarterly financial report~ certified by Debtors chief f'mancial officer, within ninety (90) days altcr the closc of cnch of' Debtors fiscal queer. Debtor will deliver to Secured Party copies of all Pones ! O-K. nad lO-Q, if.any, within 30 days after the dates on which they arc filed with thc Securities and Exchange Commission. 6. FURTHER ASSURAiNCES. (a) Debtor shall, upon request of Secured Pa~, furnish to Secured Party such further infonnation, execute and deliver to Secured Party such documents and instruments (including, without limitation, Uniform Commercial Code financing statements) and shall do such other acts and things as Secured Party racy at any time reasonably request relating to the perfection or protection of the security interest created by this Agreement or for the purpos~ of carrying out the intent of this AgrcemenL Without limiting the foregoing, Debtor shall cooperate and do all ects deemed necessary or advisable by Secured Party to continue in Secured Party a perfected first security interest in the Collateral and shall obtain and furnish to Secured Party any subordinations, releases, landlord, lessor, or mortgagee waivers, and similar documents as may be fi'om time to time requested by, nad in form nad substance satisfactov/to, Secored Party. (b) Debtor irrevocably grna~ to Secured Party the power to sign Debtor's name and generally to act on behalf of Debtor to execute and file appli,~etions for tide, transfers of title, financing statements, notices of lien and other documents pertaining to any or ali of the CoIlateral; this power is coupled with Secured Party% interest in the Collateral. Debtor shall if any ccrtificato of title be required or permitted by law for any of the Collateral, obtain and promptly deliver to Secured Party such certificate showing the lion of this Agreement with respect to the Collateral. (o) Debtor shall indemnify and defend the Secured Party, its successors and assigns, and their respective directors, officers and employees, from and against ell claims, actions and suits (including, without limitation, related attorneys~ fees) of any kind whatsoover arising, directly or indirectly, in connection with any of thc Collateral. '7. DEFAULT AND REMEDIES. (a) Debtor shall be in default under this Agreement and each of the other Debt Documents if: (i) Debtor breaches its obligation to pay when due any installment or other amount due or coming due under any of'thc Debt Documents; (ii) Debtor. without thc prior written consent of Secured Party, attempts to or does sell, rent, lease, mortgage, grant a security interest in, or NOU B4 20~2 17:19 PAGE.16 4-02; 3:52PM;Bro<ers · otherwise tr~sfcr or encumber (except for permit *~icns) any of the Collateral; (iii) Debtor breaches any of its insurance obligations under Section 4; (iv) Debtor broaches any of its o~hcr obligations under any of thc Debt Documents and fails to cure that breach within thin'7 00) days after written notice from Scoured Party; (vi Any wananiy, representation or statement made by Debtor in any of the Debt. Documents or otherwisc in connection with any of thc Indebtedness shall be false or misleading in any material respect; (vi) Any of the Collateral is subjected to attachment, execution, levy, seizure or confiscation in any legal proceeding or otherwise, or if any Icgal or administrative proceeding is commenced against Debtor or any of the Collateral, which in the good faith judgment of Secured Party subjects any of thc Collateral to a material risk of attachment, execution, levy, scizure or confiscagcn and no bond is posted or protectlvc order obtained to negate such risk; (vii) Debtor breaches o~ is in default under any other agreement between Debtor and Secured Party; (viii) Debtor or any guarantor or other obligor for any of the Indebtedness (collectively "Guarantor") dissolves, terminates its existence, becomes insolvent or ceases to do business as a going concern; (ix) If Debtor or any Guarantor is a natural person, Debtor or any such Guarantor dice or bccom~ incompetent.; (x) A rcccivcr is appointed for all or of any part of thc property of Debtor or any Guarantor, or Debtor or any Guarantor makes any assignment for the benefit of creditors; or (xi) Debtor er any Guarantor files a petition under any bankruptcy, insolvency or similar law, or any such petition is filed against Debtor or azy Guarantor and is not dismissed within forty-five (45) days. (bi It' Debtor is in default, thc Secured Party, at its option, may declare any or all o[' thc Indebtedness to bc immcdiatrdy duc and payable, without demand or notic~ to Debtor or any Guarantor. The accelerated obligations and liabilities shall bear interest (both before and after any judgment) until paid in full at the lower of eighteen percent (18%) per anuum or thc maximum mt~ not prohibited by applicable law. (c) After default, Secured Party shall have all of the righls and remedies cfa Secured'Party under the Uniform Commercial Codcj and under any other applicable law. Without limiting thc foregoing, Secured Party shall have the right to (ii notify any account debtor of Debtor or any obligor on any instrument which constitutes p~u,t of the Collateral to make payment tu the Secured Party, (ii) with or without legal process, cater any pr~mises where tho Collateral may be and take possession et' and remove the Collateral from the premises or s~ore it on the premises, (iii) sell thc Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at said sale~ or (iv) lease or otherwise dispnsc of all or part of thc Collateral, applyLqg proceeds fi.om such disposition to the obligations then in default. If requested by Secured Party, Debtor shall promptly assemble the Collateral and make it available to Secured Party at a plac~ to be designated by Scoured Party which is reasonably convenient to both parties. Secured PaJ'ty may also render any or ali of thc Collateral unusable at the Debtor's premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Secured Party is required to give to Debtor under thc Uniform Commercial Code of thc timc and place of any public sale or thc time a,ffct which any private sale or other intended disposition of thc Collateral is to be made shall be decreed to constitute reasonable notice if such notice is given to thc last known address of Debtor at least five (5) days prior to such action. (d) Proceeds from any sale or lease or other disposition shall bc applied: first, to all costs of repossession, storage, and disposRion including without limitation attorneys', appraisers', and auctioneers' fees; second, to discharge the obligations then in default; third, to discharge any other Indebtedness of Debtor to Scoured Party, whether as obligor, endorser, guarantor, surety or indemnitor; fourth, to expenses incurred in paying or settling liens and claims against the Collatcral; and lastly, to Debtor, if there exists any surplus. Debtor shall remain fully liable for any deficiency. (c) Debtor agrees to pay all reasonable attorneys' fees and other costs incuned by Scoured ParOy in connection with the enforcement, assertion, defense or preservation of Secured Party's rights and remedies under this AgrccmenL or if prohibited by law, such lesser sum as may bc permitt~d. Debtor further agrees that such fccs and costs shall constitute Indebtedness. (ti Securcd Party's rights and remedies under this Agrecment. or otherwise arising are cumulative and may be exercised singularly or concun'ently. Neither the failure nor any delay on thc part of the Secured Party to exercise any right, power or privilege under this Agrccmcnt shall operate as a waiver, nor shall any single or partial exercise of any right, powcr or privilege preclude any other or further exercise of that or any other right, power or privilege. SECURED PARTY SHALL NOT BE DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT, INSTRUMENT OR PAPER SIGNED BY DEBTOR UNLESS SUCH WAIVER IS EXPRESSED IN WRITING AND SIGNED BY .SECURED PARTY. A waiver on any one occasion shall not bc construed as a bar to or waiver of any right or remedy on any future occasioo. (g) DEBTOR AND SECURED PARTY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE. SUBIECT MATTER OF THIS TRANSACTION OR AN'Y RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BP. ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THJS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENT5 R.£LATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY TH~ COURT. 8. MISCELLANEOUS. (a) This Agreement, any Note and/or any of the other Debt Documents may be assigned, in who{e or in part, by Secured Party without notice to Debtor, and Debtor agrees not to assert against any such assignee, or assignee's assigns, any defense, set-off, recoupment claim or counterclaim which Debtor has or may at any time have against Secured Party for any reason whatsoever, l~btor agrees that if Debtor receives written notice of an assignment from Secured Party, Debtor will pay all arncunls payable under any assigned Debt Documents to such assignee or az instructed by Secured Party. Debtor also agrees to - cont~rm in writing receipt of the notice of assigning: may be rc~onably requested by assignee. (b) ~1 notices m be given in ~nnc~tion wi~this A~t~ement shall be ia w~tin~, shall bt ad~resse~ in this A~eat (unl~ and until a di~e~nt add~s may be specified in a wri~n nollce to ~e o~et p~), and ~ipt if delivered in h~d or by facslmil~ ~a~mlssioa, (ii) on ~ next business ~y a~ b~in~ seal by exp~ mail, ~d (iii) on ~e fou~ b~in~ day aRer being s~l by rtgul~, ~gistc~d o~ ce~i~ed m~l. As used herein, ~e te~ nbusiness day" sh~l m~ and inclu~ ~y day o~er ~an Saturdays, ~u~days, or o~et days on which co~rcl~ b~ks in New Yo~ New York ~e ~qui~d or ~odztd ~ be closed. (c) Secured P~ may co.ct patent cnors =d fill in aU bl=ks In ~is Ag~cmcnt or in =y Collatc~l Schedule ~=istcnt wilh ~c ag~cmcnt p~ics. (d) Time is oeec c~encc of this Agreement ~is Ag~cman~ shMI be binding, joiRtly ~d severally, upon all p~i~ described ~ ~e "Debtor" ~d their respective heirs, executor, ~p~sentatives, suecesson ~d ~si~, ~d shall inure to ~c bcncfit of Seemed (e) Tbb Ag~mcnt ~d i~ Collatc~l Schedules constitule ~g entire a~eement be~ ~e p~ with ~pect m the subj~ mawr o[Ihis Ag~gmrnt ~d supcrscd~ all prior ~dcn~dings (whether ~i~n, venal or implied) wi~ respect to su~ subject ma~cr. ~S AG~B~ ~D ITS COLLA~ SC~DUL~ S~L NOT BE C~GED OR ~A~D O~LY OR BY COURSE OF CONDU~, B~ ONLY BY A W~T~G SIONED BY BO~ PAR~ES. Section he,dings ~n~ined in ~is Agreemenl have been Included for ~nvcnicnce only, ~d shall ~ot ~ect ~c cons~ction or inte~fion o~hls AgreemanL (~ ~is Ag~emcnt ~hall continue in ~ll for~ ~d e~ct until ~ of ~e Indebtedness h~ been indcfe~lbly paid in ~ll to Se~ured P~. Thc su~ndcr, upon pa~cnt or o~e~isc, of ~y Not~ or ~y of~e o~er documcn~ ~idenclng ~y of to ~in ~e Colla~ta[ for su~ o~ Indeb~dness ~ may ~en exist or ~ it m~y be re~onably contemplated wil~ exist in ~c ~. ~is Ag~cmcnt sh~ll automatically bc reinstated if Sccu~d P~ is ever required to rclum or ~sto~ ~c p~ymcnt of all or ~y poUbn of the Iadcbted~ (~l ~ though suc~ p~ymcnt had never been m~dc). (g) T~S AG~EME~ ~D ~ ~G~S ~D OBLIGATIONS OF T~ PART~ H~DER S~ ~ ~L ~SPE~S BE GOVE~ED BY AND CONSTRUED ~ ~CCO~CE W~, ~ ~ LAWS OF T~ STAT~ OF CO~C~ ~OUT TO THE CONFLICT OF LAWS P~C~LES OF SUCH STA~), ~CLUD~G ~L ~RS P~O~CE, ~G~LESS OF THE LOCATION OF T~ EQU~. I~' ~T]%T~SS ~.~OF, Debtor and Secured Party, intending to be legally bound hereby, have duly executed this Agreement in one or more counterpart~, each of which shall be deemed to be an original, as of thc day and yea~ first ~roresaid. Corp~ Risk Analyst Title: DEBTOR: The General Cas~tng Company NOU B4 20B2 17:21 PAGE. 18 OCT 13 1999 16:~ ~R ~E CAPITAL MID/flTL 215 643 3224 TO 16148~115~ P.~2 COLLATERAL SCL~F'.I)ULE NO. Ouantity MnnufnctuFer ~ I ABB SY$'m~ N9904 _Y_ear/Model and True of Eauiun~{N~t AB]{ 3400 kW, 120I-{z, 12 {)oL~ Pow~ Supply ~or a Melt Fuma~ eonsisdnj of Psnel/Vk.w M~tt Contzoltot , P. _-,~__ _- Co,mol ~a~d wsf~r Co(dins S).~-m . Id= Adder for Copper Coil Bundle - THpI~t l'wnp Smd - W~r Svj~.nd~ion Componr~l{ F. qulpm~t immt(iiatoly ii.ed above i~ {ocat~ ~: North q,__~__ Sub-t, Sblpp~bur& Cumberland County, PA 172S7 SECURED PARTY: I I TOTAL PAGE.02 ** m~ ~ ~igns, ff ~y, "~or"), ~ ~ ~ ~ Com~, a ~r~n o~ ~ ex~ ~er ~o laws of ~e ~ of OMo wi~ i~ ~g add~s ~d chiefp~ of bus.ss at 1080 C~wl~d ~t, G~on, OH ~ ~e~r ~1~ "~"). ~SSETH: L LE~G: (a) ~bj~t w ~e m~ ~d ~ndifio~ ~ fo~ ~low, ~r ag~cs ~ I~ W ~s~, ~d ~ ag~ ~ Ic~ ~m ~r, ~e ~nt ( "~") ~fi~ ~ ~x A W ~y ~h~ule hemw ("~e"). ~s ~ W ~em ~ ~ ~ch~e. ~) ~ obliga~ of ~r ~ ~ ~uipmem ~om ~e ~m~r or ~pplier ~emof C'~") ~ w l~e ~e ~ io ~ ~er ~y ~e ~1 ~ ~i ~ ~ipt by ~r, prior ~ ~e ~ Co~en~n~ Da~ (wi~ ms~ m ~ ~ipmem). of ~h of ~c fo~ow~ d~ h fora ~ ~ ~ts~ ~ ~o~ (i) a ~h~uiu ~la~ ~ ~ ~uipmem &eu W ~ ~ he~r, (ii) a ~ Oder A~ent ~ ~m h ~c ~ of ~x B ~ ~e ~p~abM ~le, ~e~ ~r ~l ~ve dclive~ i~ puw~ o~er for ~ch ~ip~n~, (~) ~Men~ of ~ wMch ~Hes wi~ ~e ~u~n~ of ~on X, ~ (iv) ~& o~er d~n~ as ~sor ~y ~bly ~est ~ a ~er ~on w ~ch obliga2u~ of ~ur, ~s~ ~{, u~n d~ive~ of ~ ~ui~ent ~ut ~ h~ ~ ~e ~s~ Deiivc~ D~ ~ h ~e ~pHc~ble ~c~ ~ ~s~r, d~iver w ~s~r a b~ of ~e ~emfor (~ fo~ ~ ~bs~ ~facW~ lo ~mr). ~or he~y ~h~ ~ i~ ag~t for ~fion ~d m~p~ce of ~e ~pmeni fwm ~e ~ppl~r. U~n ex~ufion by ~ec of ~y Ce~fi~ of A~, ~c ~p~n~ d~n~ ~e~n sh~ ~ dee~ ~ have ~n deiive~ to, ~ ~o~Iy a~p~ by, ~ for i~e he~er. H. ~, ~ ~ PA~~: (a) ~e ~t payable he~cr ~ ~'s Hght W use ~e ~ipment s~l ~ on ~c da~ of cx~ufion by ~ of ~ Cc~fi~ of A~ for ~ch ~u~m~ ("~e Co~en~ent ~te"). ~c ~y ~ h e~, ~e ~ "~" s~ ~ d~ ~ ~fer W ~ ex~nd~ ~s, ~d ~ pmvis/om of~s Ag~me~ s~l ~pply du~ ~y ex~ m~ ex~p~ ~ ~y ~ o~e~ s~i~iy pmvld~ ~ wring. ~ duc ~ a~c wi~, ~ p~v~io~ of ~e ~pli~ble Scheme. If one or mom Adv~ ~n~s fo~ on ~e ~ppli~bl~ ~e. (H) du~ u~n a~p~cv by ~s~r of ~ch ~ule, ~ C~) when ~eiv~ by ~r, appli~ ~ ~ f~1 ~nt ~ymcm ~ ~e b~, if ~y, W ~c f~ wn~ payment(s) ~der ~ch Scheme. h no cven~ ~ ~y Adv~ Ren~ or ~y o~cr ~nt pa~n~ ~ ~nd~ ~ ~. N ~m is n~ p~d w}~ ~n days of i~ du~ da~, ~o~t of ~ch ~nt but ~t ex~ ~c law~l ~um, ff ~y. (a) ~e ~fi~ic ~nt paym~ ~ ~ch ~h~ule ~ve ~n ~c~a~ on ~m cff~fivc co~m~ ~me ~ ~ (exclusive of ~y ~nimum ~ m~) for c~e~dar-y~r ~paye~ ("Effe~ve ~") will ~ ~-five ~nt (3~) ~ch y~ du~ ~e icrc ~. ~) If, ~lcly ~ a ~l~ of Congrc~o~ em~em of ~y law (kciudki, h~ ~venue C~e of 1986, as ~end~, (~e "C~e")), ~c Eff~ve ~ is Mgher ~ ~-five ~nt (3~%) for ~y ye~ du~ ~e 1~ ~, · en ~smr s~ ~ve ~ fight W ~c~e tach rant paymen~ by ~u~ ~yme~ of a (exp~ ~ a d~) for tach y~r ]~s .35 (or, ~ ~e even~ ~at (cxpws~ ~ a d~) ~ ~ ~c~a~ ~e ~x~ prev~us adju~en0 · e new ~ff~fiw T~ ~ (cxp~ ~ a d~) ~ one (I). ~e ~jus~ Te~on V~ue mn~ due ~ ~e y~ for wMch such advent is ~g ~e) ~y of ~e y~r ~r which tach ~ent h ~ mdc ~ addifio~ ~m paym~ on ~e lair of (0 ~ip~ of nofi~ or (~) ~e tim ~y of ~e ye~ for wh~ ~ch adjus~i h ~ made. (c) ~'s obligations ~er ~is ~fion ~ s~ ~ive ~y ~p~fion or m~Hon of~is ~ment ~. T~S: Bx~pi ~ pwvid~ ~ ~fiom ~ ~ ~(c), Sm~ or ~Hfi~ ~v~ion ~u~f w~ch ~ on or m~ by ~e n~ ~me of ~ssor, ~ ~1 m~ (W ~e ex,n1 ~t it ~ leg~ly ~sible) ~d pay pwmpfly ~ o~cr ~es, fe~ ~ a~essmen~ due, ~s~, ~ or lev~ aga~t ~y ~uipment (or ~e pu~ha~, owm~Mp, deliv~, i~, ~sion, u~ or o~mHou ~e~O, ~ ~n~ (or ~y ~n~s or ~ip~ he~u~er), ~y ~h~e, ~s~r or ~ by ~y fom~, ~gis~n f~, ~d ~ ~, ~, ~ pw~, exci~, gmss ~{p~, ~c~, s~ or o~er ~, ~s~, dufi~ ~ ~a~, ioge~er wi~ my ~fi~, fins or ~ ~u (~ he~r ~[~ "T~"). ~ ~i (i) ~se ~or u~n receipt of ~n ~ues/for m~bu~ment for ~y T~es cha~ ~ or ~ aga~ ~or, (iO on ~u~t of ~r, sub~/ ~ or ~ show ~c ownc~ip of ~ ~uipm~Z by ~sor, ~ (iv) ~ a copy ~e~f to ~r. V. ~PORTS: (a) ~s~ w~l nofi~ ~r ~ wd~, wi~ ~n (I0) days ~r of ~e lo~fion of ~ch ~ment on ~e da~ of ~ch nofifi~on. ~) ~ w~ wi~in ~e~ (~) days of ~e c]o~ of each [~ y~r of ~cc, dcl/vcr W ~r, ~ee's ~ sh~i ~d pwfi~ ~ lo~ s~ment, ~ by a ~g~ fi~ of~ public a~. U~n ~u~t ~ ~I dclivcr w ~ssor qu~fly, wi~ ~ (~) days afdc close of ~ch f~c~ qu~r of ~, ~ ~blc dc~, copi~ of ~ss~'s ~fly f~ci~ ~n cc~fi~ by ~ chief f~ci~ offi~r of ~. EXHIBIT (c) Lessee will permit Lc~sor to inspect any F, quipment during normal businos~ b0u~. (d) Lessee will kccp thc Equipment at thc F, quipmcnt Location (specified in the applicable Schedule) and will promptly notify Lessor of any reloc, aiion of Equipment. Upon the written request of Lessor, Lessee will notify Lesior forthwith in writing of the location of any Equipment as of thc date of such notification. (e) Le~ce wi~ pro.pry ~l fully report to Lessor in w~i~-~ i~ any Equipment ~s lost or damagea (where the es~ma~l rep~r costs wo~d exce~ ten percent (10~) of its then fair m~rket value), or is otherwise involved in au ~.eident causing personal h~r~ or property damage. (f~ Wi~in s~xty (60) days m~er any reques~ by Lessor, Lessee will fur~sh a ce~f~cate of au authorized off~cer of Lessee s~g that ho h~s ~viewed the ~cfivities of Levee aud th~, to the best of l~ knowledge, there ~xi~s no default (~s described ~u Sec~on XII~ or cvcn~ wl~ch with notice or lapse of ~ime ~or both) would becomv such ~ default. VI. DELIVERY, USE AND OPERATION: ~a) AI~ Equipment sh~ be shipped directy from the Supplier to Lessee. ~b) Lessee ag~s th~ th~ Equipment will be use~ by Lessee solely in the co~duct of its business and in a manner complying wi~h all al~plicable federal, s~, ~1 local l~ws and regulations. (c) LESSEE BHALL NOT ASSIGN, MORTOA~E, SUBLET OR HYPOTHBCATE ANY EQUIPMENT, OR THE INTERN_~T OF LESSEE HEREUNDNR, NOR SHALL LESSEE REMOV~ ANY EQU~MENT FROM THE CONTINF~TAL UN1TBD STATES, WITHOUT THB PRIOR WRITTEN CONSENT OF THE LESSOR, (d) Lessee w~ keep the Equipment free and clear of ~ liens a~ encumbrances othe~ th~u those which resu~ from ac~ of Lessor. VH. SERVICE: (a) Lessee will, ~ i~s sole expense, ra~min e~ch unit of Equipment in good opera~ order, ret~ir, con~i~ou aud appearance in secordau~e w~th manufacturer's ~comm¢~a~oas, norm~ wear and ~r excepted. Lessee sha~. ~f a~ any ~ requested by Lo.or, affix in a prominent post,on on each unit of Equipment p~ates~ ~gs or other identifying labels showing owner~ip thereo£ by L~so~, (b) Lessee w~l nnt, w~thont th~ prior cousen! of Lessor, ~ or ins~i ~y acc~so~, equipment or device on ~uy ~qu~pment ff such a~on impair th~ originally intended f~nction or u~e of such Equipment. A~l ~d~itio~, repsirs, parts. ~upplie~, accessories, equipment, aud devices fum~ed, auacbed or affixed to ~my Equipment which are not readiiy mmowble ~ be made o~ly in compliance wiih ~p~l~ble law, h~cinding lu~enml Revenu~ Servtce guidelines, ~ s~ail become the property of Lessor. Lessee will not~ wi~out the prior wri~en co~se~t of Lessor ~ subjec~ to such co. irons as Lessor may impose for ~ts pro~ion, affix or ins~l any Equipment to or in any other personal or re~ property. ~c) Any alterations or modifications to thc Equipment th~ may, at any tree during ~he ~rat of ~ A~reemem, be requir~l to comply w~th ~uy applicable law, role or regulation shall be made at the ~xp~se of Lessee, VIH. STIPULATED LOSS VALUE: ~ ~u ~ro~pt~ ~-~ ~ur no~ Les$o~ in ~ ~ an~ ~ o~ ~ui~ su~ be or become worn ou~, lost, stolen, destroyed, irr~arab~y damaged in the reasonable determ~n~un of Levee. or permanently rendered unfit for us~ from auy cause whatsoever (such occur~nces being bereim~er ca~led "Casu~y Oceu~enc~"). On the ren~ payment da~ next succ~eaing a Carnally Occun~nce (the ~Payment Ds~e"), Lessee sh~ pay Lessor the sum of (x) the $~pulsted Loss Value of such u~t calcol~ted as of the ren~ new pr~ting such Casu~ty Occur~nce ("C~lcu~tfon IPate~'~; and (y) ail rental and other amounts w~ch are due hereunder as of the Payment Date, Upon payment of sums due hereunder, the ~erm of il~s ~ease as to such m~t shall ~erm~te s. nd (excep~ in the case of the loss, thef~ or complete ~eSuuction of such Lessor -~hali be cn~ted to recover possession of such un~. IX. LOSS OR DAMAGE: ~s~ herehX ~sumes ~ su~n ~ ~e en~ ~sk o~ any loss, the~, ~ge to, or d~u¢~on o~, ~ny u~t N.~uipment from auy cause w~oever from the ~i~¢ the Equipment is sh~pped to Lessee. X. INSURANCe** Lessee agrees, at its own expense, to keep all Equipment insured for such amvunts and against such hazards as Lessor may require, including, but not limiled to, insurance for damage to or lo~s of such Equipment and liability cover~e for l~rSonal injuries, death or property damage, with Lessor named as additional insured and with a loss payable olause in favor of Lessor, as its interest may appear, irrespective of any l)reach of warranty or other act or omission of Lessee. The insurance shall provide (i) liability coverage in an amount equal to at least ON]/MILLION DOLLARS ($1,000,000.00) total liability per occuncnce, unless otherwise stated ia any Schedule, and (ii) casualty/property damase coverage in an amount eqdal to lite hisher of the Stipulated Loss value or the full replacement cost of the Equipment4 or at such other amounts as may be required by Lessor, All .~h. policies shall be with.companies, and on terms, satisfactory to Les,$0r. Lessee agrees to deliver to Lessor evidence of inmranoe salisfactory to Les~or. insurance shall be subject to any co-insurance clause. Lessee hereby appoints Lessor as I.~ssc¢'s atWrney-in-fact to make proof of loss and claim for mmrance, and to make adjusm~nts with insurers au~ to receive payment of and ¢xecnte or endo~c ali documents, checks or drafts in connection ~ payments made ~ a ~sult of such insurance pelieics. Any expense of Leasor in adjusting or coliecfin~ insurance shall be borne by Lessee. Lessee will not make adjuslments with insurers eaccpt (i) with respect to cia/ms for damage to any unit of Equipment where the repair costs do not exceed ten percent (10~) of ~uch unit's fair market value, or (ii) with Lessor's wriffen consent. Said policies shall provide that thc insurance may not be altered or canceled by the insurer un6.1 after thirty (30) days written nolice to Lessor. Lc.ssor may, at its option, apply proceeds of imurance, in whole or in pm, to (i) repair or ~pIace Equipment or any portion thereof, or (i0 satisfy any obligation of Lcss~ to Lessor hereunder. XI. RETURN OF EQUIPME~: (a) Upon any expiration or iennirmtion of this Agrecmea! or any Schedule, Lessee shall promptly, a/its own cost and expcm¢: (i) perform any ~sfing and repah-s required to place the affected units of Equipment in the ~auic condition and appearance as when tx~cived by Lessee (reasonable wear and tear excepted) and in good working order for their originally inicllded purpose; (/i) if deiustailation, disasse~bly or cragng is r~luired, cause such units to be deinstalled, disassembled and crated by an authorized manufacturer's ~presentaiive or such other service per, on as is satisfactory to Lessor;, and (iii) return such units to a location within thc continental United S~ates as Lessor shall dire. ct. (b) Until Lessee has fulty complied with thc requirements of Section XI(a) above, Lessee's reno paymcn£ obligation I~i all other obligatons under this Agreement shall continue from month ~o month notwithstanding any expiration or termination of ~hc lease ~rm. Lesser znay termln~e such continued leasehold interest upon ten (10) days notice to ~. XII. DEFAULT: (a) Lessor may in writing dcclarc this Agreement in default/f: Lcsscc breaches its obi/gat/on to pay rent or any other sum when duc and fail~ to cure the breach within ten (10) days; Le~sec breaches any of its insurance obi/gat/ohs under Section X; Lessee breaches any of its other obligations and fails to cure that breach within thitny (30) days after written notice thezeof; any representation or warranty made by Lesacc in connection with this Agz~meut shall be false or misleading in any material respect; Lessee becomes insolvent or ceases to do business as a going concern; any EClulpmcnt is illegally used; or a petition is filed by or against ~ or any Guarantor of Lesse¢'s obligations to Lessor under any bankntptcy or insolvency laws. Such declaration shall apply to all Schedules except as specifically excepted by Lessor. (b) After default, at thc request of Lesser. Lessee shall comply with the previa/ohs of Seclion XI(a). Lessee hereby authorizes Lessor tn enter, with or without legal process, any premises where any Equipment is believed to be and take possesdon thereof. LesSee shall, without further demand, foxthwith pay to Lessor (i) as lklU/dated damages for loss of a bargain and not as a penalty, the $fipula~ Loss Value of the Equipment (calculated as of ~he rental next preceding the declaration of dofaul0, and (ii) all rentals and other sums then due hereunder. Lessor may, but shall nat be rcquited to. sell ECluipment at private or public sale, in bulk or in parcels, with or without notice, and without having the Equipment present at the phce of sale; or Lessor may, but shall not be required to, lease, othenvlse dispose of or kccp idle all or gatt of the Equipment; and L~sor may use Lessec's premises for any or all of the foregoing without I/ability for rent, costs, damages or othezwise. The proee~ds of sago, lease or ether dispo~/tlon, ff any, shall be applied in the foliowing order of pfioritizs: (I) to pay all of Lessor's costs, charges and expenses incorrcd in taking, removing, holding, repairing and seJlin8, [~ntsing or otherwise disposing of Equipment; then, (2) to the extent not previously paid by Lesse~, to pay Lesser all ~ums duc fsem Lessee hereunder; then (3) to reimburse to Lessee any sums previously paid by Lasscc as liqu/da~d damages; and (4) any surplus shall bo retained by l.~sor. Lessee shall pay any deficiency in (1) and (2) fotnhwlth. (¢) The foregoing remedies arc cumulative, and any or all thereof may be cxexciacd/n lieu of or in addit/on to each other or any remedies at Law, in equ/ty, or under statute. Lessee waives not/cc of sale or other disposition (and thc time and place thereof), and thc manner and place of any advertising. Lest, ce shall pay Lesser's actual attorncy's fees incurred in ceunectian w/th the enforcement, assert/on, derange or preset-vat/on of Lessor's riglUs and re4neniios hemndcr, or if prohibited by law, such lesser sum as may be pcrmitled. Waiver of any default shall not be a waiver of any other or subsequent defauIt. (d) Any default under thc terms of this or any other agreement between Lessor and Lessee may be declared by Lessor a default under this and any such other agreement. X~, ASSIGNMENT.' Lessor may, without the con,cut of Lessee, assign this Agreement or any ,~hadule. Les~sec agre~.s that if Lessee receives w~tten notice of an assisnment from Lessor, Lessee will pay all rent and all other amounts payable under any assigned Equipment Schedule to such assigne~ or as instntcted by Lessor. Lessee further agrees to confirm in writing reccipt of thc notic~ of assignment as may be reasonably x'e. quested by assignee. Lassee hereby waives and agree~ not to assert against any such ass/puce any defense, set-off, zexoupment claim or COunterCLaim which Lessee has or may at any time have against Lessor for any reasen whatsoever. XIV. NET LEASE; NO SET-OFF, ETC: r~is Agreement is a act lease. Lessee's obligat/on to pay rcut and other amounts duc hereunder shall be ab~otute and uncondit/onal. Lessee shall not be ant/dad to any abatement or reductions of, or set-offs against, said rent or other amounts, including, without limitation, those arising or allegedly arising out of claims (present or future, alleged or actual, and inc]udlng claims arising out of strict tort or negligence of Lessor) of Lessee against Lessor under this Agvexmcnt or othat~vise, inet shall this Agreement tenulnate or the obligations of Lessee be affccted by reason of any defect in or damage to, or loss of pus~ssiou, usc or desuucton of, any Equipment from whatsoever cansc. It is thc intent/on of the patties that rents and other amounts due hereunder ~hall COntinue to be payable in all events in thc manner and at the times set forth herein unless thc obligal/on to do so shall have been terminated pursuant to the express terms hareof. X'V. INDEMNIFICATION: (a) Leascc hereby agrees to indemnify, save and keep harmless Lessor, ir~ agents, employees, sucee~ors and assigns from and against any and a~ losses, damages, penalties, injuries, claims, act/on~ and suits, including legal expenses, of whatsoever Ifiud and nature, in contract or tort, whether caused by the active or passive negligence of ~r or otherwise, and including, but not lirnil~l to, ~r's strict liability in tom, arising out of (i) thc select/on, manufacture, purchase, acceptan~ or reject/on of Equipment, the ownership of Equipment during the term of this Agreement, and the delivery, lease, l~OSSess/on, maintenance, uses, condition, return or operation of Equlpmant (including, without limitation, latent and other defects, whether or not discoverable by Le~or or Lessee and any claim for patent, trademark or copyright infdngctnent or environmental damage) or (ii) the condition of Equipment sold or disposed of after use by Lessee, any sublessee or employees of Lessee. Lessee shall, upon request, defend any actions based on, or aris/rig out of. any of thc foregoing. Co) Lessee hereby represents, warrants and covenants that (0 on the Lease Commencement Date for any unit of Equipment, such unit will qualify for all of ~h¢ iten~ of deduct/un and cse.~it specified in Sectiun C of the applicable Schedule (*~l'ax Benefits") in tho hands of Lessor (all references to Lessor in this Section XV include Lessor and the consolidated taxpayer group of wh/ch Lesser is a n~cmber), and (ii) at no time during the term of this Agreement will Levee ~akc or omit to take, uor will it perniit any sublessee or ass/ghee to take or omit to take, any action (whether or not such act or omission is otherwise permitted by Lessor or the terms of this Agreement), wh/ch will result in thc disqualification of any Equipment for, or recapture of, ail or any pon/on of such Tax Benefits. (c) If as a result of a breach of any represemation, wayranty or covenant of the Lessee contained in this Agreement or any Schedule (x) tax counsel of Lessor shall determine that Lessor is not entitled to claim on its Federal income tax relum all Or any portion of the Tax Benefits with respect to any F.,quipment, or (y) any such Tax Benefit claimed on the Federal income tax return of Lessor is disallowed or a~usted by the Internal Revenue Service. or (z) any such Tax Benefit is recomputed or recapturexl (any such detertni*~:~'i, on, disallowance, adjus~nent, recomputation or recapture being hercinafl~r callcd anLess"), then Lessee shall pay to Lessor. as an ind~nmity and as additional rent. such amount as shall, in the reasonable opinion of Lessor, cause Lcssor's after-tax economic yiekls and cash flows, computed on the same assumptions, including tax rates (unIcss any a~usmlent lms been made under Sect/on III bercof, in which case the Effective Rate used in thc ncx~ prexedlag adjusmaent shall be subst/mted), as w~--c ut/l/zed by Las.~r in originally evaluating the uansacfion (such yields and flows being hereinafter called the '*Net Economic Return") to equal thc Net Economic Return that would have been real/zed by Lessor if such Loss had not occurt~l. Such amount shall be payable upon demand acconapan/ed by a statement describing in reasonable data/! such Loss and the computation of such amount. I II IIIIIIIIII IIIIIII (d) All of Lessor's rights, privileges and indemnities contained in this Section XV shall survive the expiration or othet termination of this Agreement and thc rights, privileges and indenmJtias contained herein arc expressly made for the benefit of, and shall be enforceable by Leasor. its succ~$ots and a~sign.s. XVI. DISCLAIMER: LF_.~SEE ACKNOWLEDGES THAT Fl' HAS SELECTED THE N_~UI~MENT WITHOUT ANY ASSISTANCE F~O~ LESSO~, frs AOE~S O~ ~LOYEES. L~SSOR DOES NOT MAKE, HAS NOT MADS, ~o~ Sr~ALL ]~ DEEMED TO MA~ OR HAVe MADLY, ANY W~,~TY O~ ~RESEr~TATION, ErmER ]~X~RESS OR n~Ln~D, W~'TT-~ O~ ORAL, wrm P. ESPF. CT TO T~ EQUIPMENT LEASED HEREUNDER OR ANY COMPONENT TI-I~tF~F, INCLUDING, WITHOUT LNvli'rATION, ANY WARRANTY A~ TO DESIGN, COMPLIANCB WITH SPECI~CATIONS, QUALITY OF MATERIALS OR WORKMANSH~, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGBMBNT, OR 'rn'LE. All such risks, as between Lessor and Lessee, ar~ to be borne by Lessee. Witheut iimi~in~ the foregoing, Lessor shall have no ~ponsib~it~ or liability to Lessee or any other person with respect to any of the following, regardless of any negligence of Lessor (i) any l~bility, loss or damage caused or ~.llcsed to be caused directly or indirectly by any Equipment, any inadequacy thereof, any deficiency or defect 0atent or othenvise) therein, or any other circummnce in conneclion therewith; (ii) the use, operation or pe~onnmu~ of any Equipment or any risks relating thereto; (iii) any interroplion of service, loss of business or anticipated profits or con.sequential damages: or (iv) the delivery, operation, servicing, nmintenance, repair, improvement or replacement of any Equipment, If, and so long as, no default exists under this Le~tse, Lessee shall be, an¢I hereby is, authorized during t~e term of this Lense to as.sert and enforce, at l~ssee's sole cost and expense, from time to Rrne, in the name of and for the account of Lessor and/or Lessee, as their interests may appear, whatever claims and fights Lessor may have against any Supplier of the Equipment. XVII. REPRESENTATIONS AND WARRANTIES OF LESSEE: L~ hereby represents and warran~ to Lessor that on the date hereof and on the date of execution of each Schedule: (a) Lessee has adequate power and capacity to enter into, and perform under, this Agreement and all related documents {together, the "Do~mneats") and is duly qualified to do Imsine.~ wherever neces~-y to carry on its present business and operations, including the juri~ictio~(s) where thc Equipment is or is Co) The Documents have been duly authorized, executed and delivered by Levee ~d constlmte valid, legal and bimfing agreements, enforceable in accordance w~th ~hair terms, except to the extent that the ¢~orcement of remedies therein provided may be limited under applicable bankruptcy and h~solvency laws. · (c) No zpproval, consent or withholding of objections is required from any governmental author~ or insu'umentality with respect to the enUy into or performance by Lessee of the Documents except such as have already been obtained. (d) The enu'y into and perfonnance by ~ of the Documents will not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessen's Cetlificate of Incorporation or By-laws; or (ii) result in any breach of, con.stipule ~t default under or ~emlt in the crealion of any lien, charge, ~ccurity interest or other encumbrance upon any Equipment pursuant to nny indenture, mort. gage, deed of m~st. hank loan or credit agreement or other instrument (other than this Agreement) to which Lessee is a patty. (e) T~ere are no suits or proceedings pending or ~l~.'eatened in c0utt or before any commi~ion, board or other admi-i~trativ¢ agency against or alfecling Lessee, which will have a material adverse effect on the ability of' Lessee to fulfill its obligations under this Agreement. (0 T~e Equipment accepted under any Certificate of Acceptance is and will remain tangible personal propen'y. (g) Each Balance Sheet and Su~tement of Income delivered to Lessor has been prepared in accordance wi~h gcnerall)~ accepted accounting principle, and since the da~e et' the most recent Such Balauce Sheet and Statement of Income, there h~ been no material adverse chau~e. Co) Lessee is and will be at all times validly existing m~l in good standing under tl~ laws ol~ the S~te of its incorporation (specified in the firs£ sentence of this Agreement). (i) The Equipmen£ will at all 0roes be used for commercial or business purl~o~es. XVIII. EARLY TERMINATION: (a) On or afar the First Termination Date (specified in the applicable Schedule), Lessee m~y, so inn~ as no default exists hereunder, termi,~ ~s Agreement ~ to all (bu= not less than nil) of the Equipment on such Schedule as of a rent payment date ("Termination Date") upon at l~ast ninety (90) days prior wri~n notice to Lessor. Co) Lessee shall, and Lessor ntay, solicit cash bids for thc Equipment on an AS IS. WHERE IS BA~. IS v~hout recourse to or warranty from Lessor, express or impl[~ ("AS IS BASIS"). Prior to the Term~,~tlon Date, Lessee shall (~ certify to Lessor any bids received by Lessee and (ii) pay to Lessor the(A) Termi~ntionthe Tetmina~iOnDate.Valne (calculated as of thc rental due on the Termination Date) for the Equipment, and (B) ali rent a~i other sums due and unpaid as of (c) Provided that all amounts due hereunder have been paid on the Termination Date, Lessor shall (i) sell the Hqulpment on an AS I~ BASIS for cash to the highest bidder and (ii) refund thc proceods of such sale (net of any related expenses) to ~ up to the amount of thc Termination Value. If such sale is not con.s'ummated, no terrui~ti0n ~ occur and Lessor shall refund the Termina~on Value ([ess any exp~nses incurred by Le.~.sor) to Lessee. (d) Notw~thsts. ndlng the foregoing, Lessor may elect by wri~n notice, at any time prior to the Termination Date, not to sell thc Equipment. In that event, on the Termination Date Leasec shall (i) return the Equipment (in ~cordance with Sec~on XI) and (ii) pay to Lessor ali mounts required mxier Section X'VIHCo) less thc amount of the highest bid certified by Lessee to Lessor. XIX. PURCHASE OPTION: (a) So long as no default exists hereunder and the lease ha~ not been earlier te~, Lessee may at lease expiration, upon at least one bundr~l eighty (1~0) days p[~or wriu~n notice to Lessor, purchase n.U (but not less than all) ct~ the Equipment in any Schedule on an AS IS WHERE IS BASIS, without recourse to or warranty from Lessor, express or implied, for cash equal to its then Pair Market Value (plus ~1 applicable sales taxes). Co) "Fair Market Yalue" ~hall mean the price which a willin~ buyer (who is neither a les.see in possession nor a used equipment dealer) would pay for the Equipment in an arm's-leng~ transaction to a willing seller under no compulsinn to sell; provided , however, that in such detnrmination: (i) the Equipment ~ bc assumed to be in the condition in which it is reqt~ired to be maintained and returned under this Agreement; (ii) in the case of any ~nsh~lled Equipment, that Equipment ~ be valu~l on an installed basis; and (fid costs of remOval from current location shall not be a deduction from such valuation. If Lessor and Lessee are unable w agree on the Fair Market Value at least one hunth~l thirty-five (135) days before lease expiration, Lessor shall appoint an independent appraiser (reasonably acccpOJble ~o Lessee) to de~ermine Fair Market Value, and that determi,ufion ~ be final, bingh~g and conclusive. Levee shall bear ali costs a.~ochl~:~ with any such appraisal. (¢) Lessee shall be deemed to have waived this option units it provides Lessor with wdt~cn notice of i~ irrevocable election to exercise the same within fifteen (15) days after Fair Market Value is dclermined (by agreement or appraisal). H. MItCELLANEOUS: (a) LESSEE HEREBY UNCONDITIONALLY' WAIVES ITS PAGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OP ACTION BASED UPON OR AIH~INO OUT OF, DIREC*I'LY OR IND~Y, TH~ LEASE, ANY OF I~IE RELATI~D DOCUMENTS, ANY DEALJNGS BETWEEN LESSEE AND LESSOR RELATING TO TH~ SUB~I~T MATTE~ OF THIS TRANSACTION OR ANY RN. LATBD TRANSACTIONS, AND/OI~ TH~ RELATIONSHIP THAT IS BE3NG ESTABLISHED BETWEEN LESSEE AND LESSOR. THE SCOPE OF THIS Wa IS INTENDED TO BE ALL ENC~OM~ASS1NG OF ANY AND ALL DISPUTES THAT AJAY BE FILED i1%1 ANY COURT (INCLUDING, WITHOUT LIEiTFATfON, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLANvlS, AND ALL OTHER COb~lON LAW AN~ STATUTORY CLAIM~). THIS WAIVER IS IRREVOCABLE IvI~.ANINO THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDS, RENEWALS, SUPPLB~BNTS OR MODIFICATIONS TO THIS LEASE, A~Y EBLATE~ DOCUMENTS, OR TO ANY OTHI~ DO~UMEN*~ OR AGREEMEI%~S I~LATING TO THIS TRANSACTION OR ANY I~ELATED TRANSACTION. IN T~E EVENT OF LITIOAT~ON, THIS LEASE MAY BE II, ILiaD AS A V~rRI'i'I'BN CON,~I~t%FF TO A T]~L~LL BY T~E (~OURT. (b) Unless and un~ Lessee exercises i~s Fights under Section XIX above, nothing herein contained shall give or convey to Lessee any right, tit~¢ or interest ht and to any Equipment except as a lessee. Any cancellation or ~erm~mtion by Lessor, pursuant tO the provision of this Agreement, any Schedule, supplement or amendment h~re~o, or thc lense of any Equipment hereunder, sl~ll not release Lessee from any tt~n outstanding obli~a~ons to Lessor he~un~er. All Equipment shall at all times remain personal property of Le~or regaxdless of the degree of i~s ~mtexation to any re~ property and shall hOC by reason of any installation in, or affixafion to, reul or personal proper~y become a pat% thereof. (c) Time is of the essence of this Agreement. Lessor's Paiinre at any time to require slrict pcrfommucc by Lessee of any of the provisions hereof shall not w~ve or diminish Le~or's right thereafter to demand strict compliance ~erewith. Lessee agrees, upon Les~or's request, ~o execute any insffumant necess3ry or expedient for filing, recording or perfecting the interest of Lessor. ALI notices required to be given hereunder shall be deemed adequ~ely given i~ sent by registered or eerlified m~il to thc add~ssee ~ ~ts address slated herein, or ac such other place as such addressee may have designated in writing. Tiffs Agreement and any Schedule and Anflcxes thereto constitute the cnfit~ agreement of the parties with ~pcct to thc subject matter hereof. NO VARIATION OR MODINICATION OF THLS AGREHMENT OR ANY WAIVER OF ANY OF 1TS PI~OVISION$ O17. CONDFFIONS. SHALL BE VALID UNLESS IN V~[?~I3~G AND SIGNED BY AN AUTHOI~ZED REPP~,St~FAT1VE OF THE PARTIES HERETO. (d) In case of a Pailure of Lessee to comply with any provision of this Agreement, Lessor shall have the t~ht, but shall not be obligated, to effect such c~mpliance, in whole or in pa~ a~ ~t moneys spent and expenses and obligations incurred or assumed by Lessor in effecting such complJance shall constitute addltion~l rent due to Lessor within five days after the date Lessor sends notice to Lessee t~tue~ payment. Lcssor's cffecting tach compliance shaLt not bca w~vcr of Lessee's default. (e) Any ~cnt or other amount not paid ~o Le~s~r when due hereunder sh3]l bear interest, both before and afar any judgment or terra,ration hereof, at the lessor of eighteen percent (18%) per annum or the maximum rat~ allowed by taw. Any provisions in this Asrecment and any Schedute which are i~ conflict with ~ny stato~c, law or applicable role shall be deemed omit~l, modified or altered to corfform thereto. IN '~fl'I'N~,~ ~/~-IEREOF, L~see and Lessor have caused this Schedule to be executed by their duly authorized rep~$cntafivcs as of the da~e above wFi~n. LF.~qOR: General Electric Capital Corporation Name: LESSEE: The C, eneral C~tlng Company CS(R1 CONSTRUCTION EQUIPMENT SCHEDULE SCHEDULE NO. 0.11 ~ DATED THIS I~_ !0c~ ¥~(:3 TO MASTER LEASE AGREEMENT DATED AS OF December 10, 1996 OooBo4C Lessor & Mailing Address: Lessee & Mailing Address: General Electric Capital Corporation The General Casting Company 1787 Sentry Parkway/West 16 Sentry Park/West, Suite 200 1080 Cleveland Street Bluc Bell, PA 19422 Grafton, OH 44044 This Schedule is executed pursuant to, and incorporates by reference thc terms and condition~ of, and capitalized terms not defined herein shall have thc meanings assigned to ~hem in, the Master Lease Agreement identified above (*Agreement'* said Agreement and this Schedule being collectively referred to as "Lease"). This Schedule, incotporaling by reference the Agreement, con~fitute~ a ~eparat~ instrument of lease. A. Equipment: Subject to thc terms and conditions of the Lease, Lessor agrees to Lease to Lessee the Equipment described bctow (the '*Equipment*'). Number Capitalized of Units Lessors Cost Manufacturer Serial Number Model and Tyloe of Eouipmenf 1 $17,800.00 Bobcat 515715495 751 Equipment immediately listed above is located at: 1740 Powers Street, Cincinnati, Hamilton County, OH45200 Loader B. Financial Terms 2. Capitalized Lessor's Cost: $17,800.00 6. Lessee Federal Tax ID No.: 31-4350283 4. Basic Term Lease Rate Factor: .01836717 8. Daily Lease Rate Factor: .0006122 9. First Termination Date: Thirty-six (36) months al~er the Basic Term Commencement Date. 10. Interim Rent: For the period from and including the Lease Commencement Date to but not including the Basic Term Commencement Date ("Interim Period"), Lessee shall pay as rent ("Interim Rent") for each unit of Equipment, the product of the Daily Lease Rate Factor times the Capitalized Lessor's Cost of such unit times the number of day~ in the Interim Period. Interim Rent shall be due on Not Applicable. II. Basio Term Rent. Commencing on [r'~l I~tqB and on the same day ofeach month thercaaer (each, a',RcntPaymentDatc,,) during the Basic Term, Lessee shall pay as rent ("Basic Term Rent") the product of the Basic Term Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on this Schedule. 12. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably authorizes Lessor to adjust the C4pitalized Le~sor's Cost up or down by no more than ten per*ent (10%) to account for equipment change ordem, equipment returns, invoicing errors and similar matters. Lessee a~nowledges and agrees that the Rent shall be adjusted as a result of such change in thc Capitalized Lessor's COst. Lessor shall send Lessee a writlen notice stating the final Capitalized Lessees Cost, if different from that disclosed on this Schedule. C. Tax Benefits Depreciation Deductions: 1. Depreciation method is the 200% declining balance method, switching to straight line method for the 1st taxable year for which using the straight line method with respect to :he adjusted basis as of the beginning ofsuch year will yield a larger allowance. 2. Recovery Period: Five (5) Years. 3. Basis: 100% of Capitalized Lessors Cost. Property Tax APPLICABLE TO EQUIPI'/~NT LOCATED IN CINCINNATI, OH: Lessee agrees that it will not list any of such Equipment for properB/tax purposes or report any property tax assessed against such Equipment until otherwise directed in writing by Lessor. Upon receipt of any.property tax bill pertaining to such Equipment from the appropriate taxing authority, Lessor will pay such tax and will invoice Lessee for the expense. Upon receipt of such invoice, Lessee will promptly reimburse Lessor for such expense. Lessor may notify Lessee (and Lessee agrees to follow such notification) regarding any changes in property tax reporting and payment responsibilities. E. Article 2A Notice IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR. HEREBY M.4KF~ THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S) SUPPLYING THE EQUIPMENT IS Bobcat Enterprises, Inc. (T]-IE "$UPI~LIER(S)-), 08) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIF~,/NCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND WARRANTIES, INCLUDING ANY' DISCLAIMERS AND LIMITATIONS OF THEM OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WA[VES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY RIGHTS NOW OR HERF. AFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT SECTION OF THE AGREEMENT. F. Stipulated Loss and Termination Value Table* Termination Stipulated Termination Stipulated Value Loss Value Value Loss Value Rental Percentage Percentage Rental Percentage Percentage 1 103.969 107.887 19 79.536 81.995 2 102.719 106.557 20 78.079 80.457 3 101.443 105.200 21 76.613 78.910 4 100.158 103.833 22 75.137 77.353 5 98.863 102.458 23 73.652 75.787 6 97.556 101.070 24 72.158 74.212 7 96.238 99.670 25 70.654 72.627 8 94.907 98.258 26 69.140 71.032 9 93.564 96.834 27 67.618 69.429 10 92.211 95.400 28 66.085 67.815 11 90.847 93.955 29 64.543 66.192 12 89.470 92.497 30 63:012 64.580 13 88.083 91.029 31 61.484 62.971 14 86.685 89.550 32 59.948 61.353 15 85.274 88.058 33 58.403 59.728 16 83.853 86.556 34 56.850 58.094 17 82.423 85.045 35 55.289 56.451 18 80.984 83.525 36 53.722 54.803 *The Stipulated Loss Value or Termination Value for any unit of Equipment shall appropriate pe, reentage derived from the above t. able. la the event that the Lease is for shall ~ntro1 throughout any such extended term, be thc Capitalized Lessor% Cost of such unit multipli~ by thc any reason extended, then thc last pereentage figure shown above Modifications and Additions for This Schedule Only For purposes of this Schedule only, the Agreement is amended as follows: 1. The LEAS/N(} Section subsection (a) of the Lea.so is hereby deleted in its entirety and the following substituted in its stead: a) Subjcot to the terms and conditions set forth below, L~ssor agrees to lease to Lessee, and Lessee agr~s to lease from Lessor, the equipment (~Equipment") described in Annex A to any schedule hereto ("Sch~ule') or, if applicable, to Section A of any Schedule. Terms defined in a Schedule and not otherwise defined herein shall have the meanings ascribed to them in such Schvdul¢. 2. EQUIPMENT SPECIFIC PROVISIONS The first sentence of the REPORTS Section subsection (d) of thc Lease shall be deleted in its entirety and the following substituted in its stead: (d) Lessee will promptly notify LeSsOr in writing of a change in the Equipment Location in thc event that any unit of Equipment fails to retum to such Ioeatlon for a period of ninety (90) consecutive darn. The REPORTS Section of the Lease shall be amended by adding the following as subsection (g) thereof: (g) Lessee shall promptly notify Lessor of any malfunction of the hobbs or hour meter. Thc DELIVERY, USE AND OPERATION Section subsection (b) of the Lease shall be amend~ to add the following sentence at the end thereof: Lessee will allow only qualified, properly-licensed personnel selected, employed and controlled by Lessee to operate the Equipment. RETURN CONDITIONS: In addition to the provision~ provided for in the RETURN OF EQUIPMENT Section of the Lease, and provided that Lcsscc has elected not to cxemise ;Cs option to purchase thc Equipment, Lessee shall, at ill expense, return thc Equipment as specified below: (a) General Condition: With respect to each unit, no glass shall bc broken, chipped or cracked, no upholstery shall have any cut, tear or bum, there shall be no umepalted damage to exterior or interior materials that exceeds $250 and ali decals, numbers, customer identification, glue and adhesives shall have been removed f/om Equipment without damage to paint or Equipment. Frame and structural members including but not limited to loader arms, stick, booms, buckets, frame rails, all ground angaging tools and all attachments will bo structurally sound, without breaks, bend,% cracks or missing teeth. Cooling, hcating and lubrication systems shall not be contaminated and there Shall be no leaking between systems. No battery shall have any dead coils, cracked case or be inoperative. Ail units returned will be cleared and cosmetically acceptable, with all mst and corrosion properly removed and/or treated. All material (i.e., dirt, refuse, asphalt, gravel, etc.) must be properly removed from the Equipment and disposed of in accordance with ali applicable federal, state and local laws and regulations. All internal fluids such as lube oil and hydraulic fluids are to be filled at opexating levels and all filler caps are to be secured. (b) Tiros: All tires shall bc of O~e Sam= original size, type and manufacturer (or similar quality manufacturer if the original manufacturer no longer produces tires of that type) as upon delivery to Lessee. On cach unit, tho tires shall have no missing or damaged paris or gouges. Aisc, all tires shall have a minimum of fifty percent ($0%) r~ataining w~ar. (e) Mechanical Drive Train: If so equipped, the mmsmissionIhydrostatic drive systems including but not limited to differentials, final drives, will be in good condition and operate quietly without vibrations or leaks. (d) Elce~c Drive Train: If so equipl~d, thc electric drive sy~em including, but not limited to attemators, generators, control systems, motorized wheels, shall have at least tiny (50%) time/wear remaining before the next overhaul or replacement as recommended by th~ manufacturer and published in standard maintenance manuals. (e) Undercarriage: If so equipped, the undercarriage (including sprockets, links, idlers, bogies, carrier and track rollers, pins and bushings, track shoes/pads) shall have at least fiR,/percent (50%) time/wear remaining before the next overhaul or replacement as recommended by ~e manufacaurer and published in standard maintenance manuals. (f) Engine: Thc engine must have been maintained in accordance with manufacturers recommendations, including overhauling thc engine as required. At the time ofredelivery, the engine must have at least fitty p~cont (50%) time romalning before tho next overhaul or replacement as me, omagnded by the manufacturer and/or published in standard malntenan~ manuals. Determination of satisfaction of these specifications shall bo made by subjecting the Engine to standard industry testing to include (but not limited to) t~ting of the ~rankcase, manifold pressure, oil analysis and hlowby tests. All tests shall b~ performed by a manufacturer authorized ~rvice center. (g) Brakes: The brakes shalI have at least fi~y percent (50%) time remaining before the next overhaul or replacement as recommended by the manufacturer and/or published in standard maintenance manuals. No drams or other braking components shall be damaged or crank~. (h) Booms: if so equipped, all booms shall be straight and true within original manufacturers specifications and tolerances. All standard rigging including sheave, s, pendants, fairlcads necessary for industry standard lin crane and boom lrucks shall be returned with each machine. (i) Hydraulic Equipment: All hydraulic pumps, cylinders and hoses must be fully operational at rated capacity with no leaks. 0) Documents and Kecords: Eaclt such unit shall mee! and conform to all applicable federal, state, and local health and safety laws and requirements, and, if applicable, have appropriate ANSI inspe~ion certificates, permits and other certification necessary to operate the Equipment. Without limiting the foregoing, ~ shall maintain and provide to Lessor written re~ords of preventative maintenanc~ and repairs, indicating date, and (hobbs) hourmeter readings to show when such maintenance or repaix work was performed. (k) Redelivety: Provide for transImrtation of the Equipment in a manner consistent with the manufa~urer's recommendations and praeaices to any locations within the e, ontlnental United States as Lessor shall direct; and shall have the Equipment unloaded at such locations. (1) Storage: Provide safe, secure storage for the Equipment for a period of up to (90) nineW days after expiration or early termination of Lease at One (1) location(s) satisfactory to Lessor. INSPECTIONS: (a) At Lessors expense, at least twenty-one (2l) days prior to, and not more ~han sixty (60) days prior to l~ase expiration, each item of Equipment must be inspected by a manufacturers authorized maintananco representative or other qualified maintenance provider (acceptable to Lessor) to ensure the Equipment conforras to the return provisions outlined herein. (b) From ninety (90) days prior to the return of'he Equipment, Lessee must make the Equipment available to Lessor~ agent during regular working hours so walk-around appraisals/inspections can be conducted. (c) The rcsuRs of the testing and appraisal, with necessary reconditioning, documenting that the Equipment meets the return conditions required herein are to be provided to Lessor thirty (30) days prior to the return of the Equipment. During the term of this Lease, the Equipment shall not be used more than two thousand (2,000) hours per year. Thc Lessee shall pay to Lessor upon the return of the Equipment the sum ors 1.00 dollars per hour or fraction thereof for the exe, ess hourly u~age. H. Payment Authorization 3 You are hereby irrevocably authorized and directed to deliver a~d apply the pro~eds due unde~ this Schedule as follows: _C_o_mPany Name AddreSS Amount Bobcat Enterprises, Inc. 9605 Princeton-Glendale Rd. $17,800.00 Hamilton, OH 45011 This authorization and direction is given pursuant to the same authority authorizing the above-mentioned financing. Pursuant to the provisions of the lease, as it relates to this Schedule,/~ssee hereby certifies and warrants that (i) all Equipment listed above has been delivered and installed (if applicable) as of the date stated above; (id Lessee has inspected the Equipment, and all such testing as it deems necessary has been performed by Lessee, Supplier or the manufacturer; and (iii) Less~ accepts the Equipment for all purpose~ of the I.~.ase, the purchase documents and all attendant documents. I~ss~ do~ further certify, and Lessor hereby waive~ any requirement cfa separate Certificate of Acceptance, that as of the date hereof(i) Lessee is not in default under the Lease; (ii) the representations and warranties made by Le~s~ pursuant to or under the Lease are true and correct on the date hereof and (iii) Lessee has reviewed and approves of the purchase documents for the Equipment, if any. Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect to ~e Agreement or Equipment until executed on behalf of LessOr and Les$~ by authorized representativ~ of L~ssor and L~ssee, r~pectively. lin WITNESS WHEREOF, L~ and L~er have caused this Schedule to be executed by their duly authorized representatives as of the date first above written. LESSOR: General Elco(rte Capital C,~aRg. ration STACY PORTER RISK ANALYST Title: LESSEE: The General Casting Company Name: · Title: Attest ~S(RI2t 19g) FORKLIFT SCi:W~DULE sc o E po. 016 DATED THIS ~"~..~ -q q TO MASTER LEASE AGREEME1%~ DATED AS OF December I0, 1996 Lessor & Mailin~ &ddre~: Lessee & Mamno_ Address: C~neral Elec~t¢ Capit~l Corporation The Gener~! Ca~ln~ Coml~my l?~/Sentry i~rln~y/We~t 16 Sentry l~rk/West~ Suite 200 10~0 Ckv~ud ~treet Blue Bell, P~ 19422 Grafton, OH 44044 This Schedule is executed pursuant to, and incorporates by reference thc terms and conditions of, and capitalized terms not dcfmnd bcrein shall have thc meanings assignnd to them in, the Master Lease Agreement identified above (**Agreement" said Agreement and this $chedul¢ being collectively referred to as "Lease'*). This Schedule, incorporating by reference fig Agreement, constimtks a separate instrument of lease. A, Equipment: Subject to the terms and conditions of the Lease, Lessor agrees to Lease to Lcss~ the Equipment descril~d bolow (thc "EquipmentM). Nmnber Calltniized of Units Lessor*s Cost Manufacturer Serial Nmber Model and ,Type of Equipment I $18,000.00 Toyota 63720 42-6FOUl S Pneumatic Tired Forklift Equipment immediately listed above is Iocamd at: $50 S Lil~ny Road, Delaware, Delaware County. OH 43015 B. Financial Terms 1. Advance Rent (if any): $ 324.24 5. Basic Term Commencement Date: 2. Capitalized Lcssor's Cost $18,000.00 6. Lessee Federal Tax ID No.: 31-4350283 3. Basic Term (No. ofMonth, t): 48Months. 7. Last Dclivcry Date: 4. Basic Term Lease Rate Factor: .01801353 8. Daily Lease Rate Factor: .04)060 9. First Termination Date: Thirty-six (36) months after thc Basic Term Commencement Date, 10. Interim Rent: For the period from and including thc Lease Commencement Date to but not including thc Basic Term Commencement Data ("interim Period"), Lessee shall pay as rent ("Interim Rent') for each unit of Equipment, the product of the Daily Lease Rate Factor timeo the Capitalized Lcssor', Cost of such unit times thc number ofdays in thc Intarim Period. Interim Rent shallbo duc on ~ ~.'~C"'?? · 1 I. Basic Term Rent. Commencing on /'_--I ~ -.C}~ and on thc same day of each month thereafter (each, a 'Rent Payment Date') during the Basic Term, I.,es~e shal! pay a~"ren't ~"Ba~ic'Tcrm Rent") thc product of the Basic Term Lease Rate Factor times thc Capitalized Lessor's Cost of all Equipment on this Schedule. 12. Adjustment to Capitalized Lcssor's Cost. Lessee hereby irrevocably authorizes Lessor to adjust the Capitaliznd Lessor's Cost up or down by no more than ten percent (105~) to account for equipment change orders, equipment returns, invoicing errors and similar matters. Lessee acknowledges and agrees that the Rent shall bo adjusted as a result of such change in the Capitalized Lessor's Cost, Lessor shall send Lessee a written notice staling thc final Capitalized Lessor's Cost, if different from that disclosnd on this Schedule. Tax Benefits Depreciation Deductions: 1, Depreciation method is the 200% declining balance method, switching to straight line method for thc Ist taxable year for which using the straight linc method with respect to the adjusted basis as of thc beginning of such year will yield a larger allowance. 2. Recovery Period: Seven (7) Years. 3. Basis: 100 % of thc Capitalized Lcssor*s Cost. Do Property Tax APPLICABLE TO EQUIPMENT LOCATED IN DELAWARE OH: Lessee agrees that it will not list any of such Equipment for property tax purposes or report any property tax assessed against such Equipment until otherwise directed in writing by Lessor. Upon receipt of any property tax bill pertaining to such Equipment from the appropriate taxing authority, Lessor will pay such tax and will invoice Lessee for thc expense. Upon receipt of such invoice. L~ssec will promptly reimburse Lessor for such expense. Lessor may notify Lessee (and Lessee agrees to follow such notification) regarding any changes in property tax reporting and payment responsibili~cs. Article 2A Notice IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A' OF THE UNIFORM COMMERCIAL CODE A~S ADOFI'ED 1N THE APPLICABLE STATE, LESSOR HERI~Y ~ THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S) SUPPLYING THE EQUIPMENT IS J.R, Camldndl ~-xlullnnent Co. (TtiE "SL~PI.HzR(b")"), (B) LF.S,qEE IS ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYINO THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH I. Ta,q~)R ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE ~TATEMENT OF SUCH PROMISES AND WARRANTIF.~, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A ~EE IN ARTICLE 2A AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF LESSOR'g RIGHTS OR REMEDIES UNDER THE DEFAULT SECTION OF TIlE AGREEMENT. F. Stipulated Loss and Termination Value Table* Termin~on Stipulated Termination Stipulated Value l~s Value Value Losa Value Rental Pereenlage Pereentage Rental Peteentsme Pereentn~e 1 103.643 107.5gl 25 74.808 77.277 2 102.$62 106.440 26 73.473 75.881 3 101.472 ! 05.288 27 72.129 74.476 4 100.371 104.126 28 70.773 73.059 5 99.260 102.954 29 69.409 71.633 6 98.140 101.772 30 68.034 70.197 7 97.009 100.580 31 66.648 68.750 g 95.868 99.378 32 65.252 67.293 9 94.717 98.166 33 63.846 65.826 10 93.556 96.943 34 62.429 64.348 11 92.384 95.711 35 61.001 62.858 12 91.201 94.466 36 59.564 61.360 13 90.007 93.211 37 58.119 59.854 14 88.801 91.944 38 56.666 58.339 15 87.~84 90.666 39 55.203 56.815 16 86.357 89.377 40 53.729 55.280 17 85.118 88,077 41 52.247 53.736 18 83.867 · 86.765 42 50.755 52.184 [ 9 82.606 85.443 43 49.252 50.620 20 81333 84.109 44 47.741 49.047 21 80.049 82.763 45 46.220 47.465 22 78.754 81.407 46 44.687 45.871 23 77.448 80.040 47 43.143 44.265 24 76.133 78.663 48 41.591 42.652 *'thc Sfipuhted Loss Value or Termination Value for any unit of Equipment shall be the Capitalized Lessor's Cost of such unit multiplied by the appropriate percentage derived from ~he above table. In the event that the Lease is for any mason extended, then the last percentage figure shown above shah control throughout any such extended term. Modifications and Additions for This Schedule Only For purposes of this Schcdulc only, ~c Agreement is amended as follows: t. The LEASING Section subsection (a) of the Lease is hereby deleted in its entirety and the following substituted in its stead: a) Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment ("Equipment") described in Annex A to any schedule hereto ("Schedule") or, if applicable, to Section A of any Schedule. Terms defined in it Schedule and not otherwise defined herein shall have the meanings ascribed to them in such Schedule. 2. EQUIPMENT SPECL~C PROVISIONS The first sentence of thc REPORTS Section subsection (d) of the Lease shall be deleted in its entirety and the following substituted in its stead: (d) Lessee will promptly notify Lessor in writing of a change in the Equipment Location in the event that any unit of Equipment fails to remm to such location for a period of ninety (90) consecutive days. The REPORTS Section of the Lease shall be amended by adding the following as subsection (g) thereof: (g) Lessee shall promptly notify Lessor of any malfunction of th,' hour meter and have said hour meter repaired within five (5) working days. Lessee shah also provide to Lessor the number of hours accumulated by equipment during the time the hour meter is inopentble. The DELIVERY, USE AND OPERATION Section subsection (b) of tho Lease shall tm amended to add the following sentence at the end thereof: Lessee will allow only qualified, properly-licensed personnel selected, employed and conU'olled by Lessee to operate the Equipment. RETURN CONDITIONS: In addition to the provisions provided in the RETURN OF EQUIPMEqT Sccdon of the Lease, and provided that Lcssee has elected not to exercise its option to purchase or renew ~ Equipment, Lessee shall, at its expense: (a) Ensure that thc Equipment is returned to Lessor:, (0 in good operating condition, sbic to perform to thc manufacturers published performance spccif~=ations while under full load; (ii) with all ffmlntenancc specification manual~ that were originally delivered with thc equipment; (iii) with ali maintenance, repair, service and in-sorvicc repons; (iv) with fifty pescent (50~) even wear remaining on ali tires, and MI fires will be of comperable model, type, size and quality as those originally delivered with thc equipment with no fiat spots or cuts, and rims shall not be out of round; (v) with thc equipment steam cleaned and alt unusual surface mst, conosinn and Lessee installed decals and markings removed; (vi) with no fluid leaks and afl gauges, indicators and controls in good condition and working order; (vii) with all motors, switches and electrical gear able ~o meet the manufacturers minimum operating specKr, agoes, and if equipped with electric drive systems, bearings and contacts (brushes) to lmvc.appmx[unat?ly 50~ of.=thcir reraplnlng usefnl life; (viii) with foddift body, mast, hydraulic cylinder{s), forks and all accessories and ~nts thereto frec from damage and in such condition that they will operate ns originally specified, especially in respect to lifting capacity, height and length roach; (ix) the mast clmnncls will not be bowed or scored on the inside, and the 1~ cylinder(s) shah be free of scoring and the peckin~ around the rods shall be '.tn good.condition; (x) with the lifting eimins f~e of rust or damage including stretched, bent or cracked links; (xi) with thc forks free of bends, disto~ions and cm~:ks, and there shall be no welds or heat marks on thc lower simnk of thc forks and the heels shall not be worn more than t/4 inch from ~reir original thickness; (xii) with all transmissions, clutches and drive axles fully functional with no slipping, grinding or grabbing, and the F. quipment shall be able to be operated in all gears, forward and r~vcts~; (xiii) with no heat discoloration on brakes or brake assembly nor waspnge caused by failure m release the perking brake, and brake linings shall be worn evenly and have minimum 50% wear remaining; (xiv) with all ba~des sound by indust~3, standards, no dead carls or cracked cases, and chargers, if supplied, will meet the manufacturers minimum operating specifications and will be matched m thc baUerins with voltage readings also provided; (xv) in compliance with all Federal, State and local laws and rogulations. Co) Provide, at no expense to thc Lessor, sixty (60) days of free storage at thc location where thc equipmont was odginafly delivered or accepted by Lessee. or at such location to which the equipment was moved as provided for in this Lease. (c) Provide for trartspottation of the Equipment in a manner consistent with the mnm~factorer's recommendations and practices to any locations within thc continental United States as Lessor shall direct; and shall have thc Equipment unloaded at such locations. (d) At least ninety (~0) days prior to expiration or earlier termination of the Lease, cause manufacturer's representative or qualified Equipment maintenance provider, acceptable to Lessor, (the*Authorized Inspector*) to pet~orm a comprehensive physical inspection, including t~ting all maturial and workmanship of thc Equipment; and if during such inspection thc Authorized Inspector finds the Equipment not operating within manufactutcr*s spccificadons and meet~tg the conditions of Subsection (a) above, thcs Lessee shall have all necessary rcpeirs made to thc Equipment in a professional and workmanlike manner. (e) During the term of this Lcas~, the Equipment shall not be used nmrc limn two thousand (2,000) hours per year. According to the size of thc forklift(s), tbe Lcs~cc shall pay to Lessor, upon return of the Equipment, a sum equal to $1.00 per hour or fraction thereof for the excess hourly utilization, based upon thc sile of the forklift(s). Payment Authorization You are hereby irrevocably authorized and directed to deliver and apply the proceeds due under this Schedule as follows: Company Name Address Amount $.R. Campbell Equipment Co. 3659 Parkway Lane 1;18,000.00 Milliard OH 43026 This authorization and direction is given pursuant to the same authority authorizing the above-mentioned financing. Pursuant to the provisions of the lease, as it relates to this Schedule, Lessee hereby certifies and warrants that (i) ali Equipment listed above has been delivered and installed (if applicable) as of the date stated above; (ii) Lessee has inspected the Equipment, and all such testing as it deems necessary has been performed by Lessee, Supplier or the manufacturer; and (iii) Lessee accepts the Equipment for all purposes of the Lease, the purchase documents and all attendant documents. Lessee does further certify, and Lessor hereby waives any requirement of a separate Certificate of Acceptance, that as of the date hereof (i) Lessee is not in default under the Lease; (ii) the representations and warranties made by Lessee pursuant to or under the Lease are true and correct on the date hereof and (iii) Lessee has reviewed and approves of the purchase documents for the Equipment, if any. Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Schedule is not binding or effective with respcc~ to the Agreement or Equipment until executed on behalf of Lessor and l_,csscc by authorized rcprescntativcs of Lessor and Lessee. respecfivcly. ~ W1TNF_,SS ~VH~]~EOF~ Lessee and Lessor have caused this Schedule ~o be executed by ~heir duly authorized repwsenta~ives as of ~he date first above written, LESSEE: Tide: LF, SSOR: (6/87) DOOTHBP ANNEX B TO SCHEDULE NO. 016 TO MASTER LEASE AGREEMENT DATED AS OF December 10, 1996 PURCHASE ORDER ASSIGNMENT AND CONSENT THIS ASSIGNMENT AGREEMENT, dated as of .~'$~<}~_ ("Alinement"). between General Electrtc Capital Corporation (together with its successors and assigns, if any, "Lessor") and The General Casting Company (*'Lessee"). WITNESSETH: Lcsscc desires to lease cctlain equipment ("Equipment") from Lessor pursuant to thc above sehedulc and lease (collectively, "Lease"). All terms used herein which are not oflterwise del'mad shall have thc meaning ascribed m them in the Lease. Lcsscc desires m assign, and Lessor is willing to acquire, certain of Lessee's rights and interests under thc purchase order(s), agreement(s), and/or document(s) (thc "Purclmse Orders") Lessee has heretofore issued to the Supplier(s) of such Equipment. NOW, THEREFORE, in considcraion of thc mutual covcnants herein containcd, Lessor and Lessee hereby agree as follows: SECTION 1. ASSIGNMENT. (a) Lessee does hereby assign and set over to Lessor all of Lassee's rights and interests in and to such Equipment and thc Purchase Orders as the same rehte thereto including, .without limJtstlon, (i) thc rights to purchase, to take title, and m be named thc purchaser in the bill of sale for, such F, quipmcnt, (ii) ail claims for tlamngcs in respect of such Equipment arisin8 as a result of any default by thc Supplier (including, without limitation, all warranty and indemnity claims) and (iii) any and all rights of Lessee to compel pcrfomumce by thc Supplier. (b) If, and so long as, no default exists under the Lease. Lessee shall be. and is hereby, anthoriznd during th~ term of the Lnase m assert and cnforcc, at Lcsscc'$ sole cost and expense, from time to time. in the name of and for the account of Lessor and/or Lesse~, as their interests may appear. whatever claims and rights Lcssur may have against any Supplier of thc F. quipmcnt. SECTION 2. CONTINUING LIABILITY OF LESSEE. It is expressly agreed that, anything herein contained to thc contrary notwithstanding: (a) Lessee shall at all thncs remain liablc to thc Supplier to perform all of the duties and obligations of the puxchaser under the Purchase Orders to the same extent as if this Agreement had not been executed, Co) thc cxecution of (his Agreement shall not modify any contractual rights of thc Supplier under thc Purchesc Orders and thc liabilities of the Supplier under the Purchase O~icrs shall be to thc same cxten! and continue as if this ASrccmcnt had not bccn executed, (c) thc cxcmisc by thc Lessor of any of the rights hereunder shall not release Lessee from any of its duties or obligations to the Supplier under the Purchase Orders, and (d) Lessor shall not have any obligation or liability under the Purchase Order~ by reason of, or arising out of. this Agreement or be obligated to perform any of the obligations or duties of Lessee under the Purchase Orders or to make any payment (other than under thc terms and conditions set forth in the [.case) or to make any inquiry of thc sufficiency of or authorization for any payment received by any Supplier or to prescnt or file any claim or to takc any other action to collect or cnfomc any claim for any payment assigned berennder. ]~ .~/T]['NESS ~vrH~REOF~ thc parties hereto havc caused this Agreement to be duty executed as of thc date first above writtcn, LESSOR: LESSEE: General Electric Capital Corporation STACY PORTER RISK ANALYST The General Casting Compa~ Title: ~pt~r~ ~v~s ~e~ ~n~ m~mst, l~ or~ur~br~e~n or~n~e~-~.~m~~ :~:~... ~a p~ducu ~m~ w~ a con~l]~ (ozone~eple~8) ~:c. ~N CS(RI21198) TELECOMMUNICATIONS EQUIPMENT SCHEDULE SCHEDULE NO. 017 TO MASTER LEASE AGREEMENT DATED AS OF December 10, 1996 Lessor & MaRing Address: General Electric Capital Corporation 1787 Sentry Parkway/West 16 Sentry Park/West, Suite 200 Blue Bell, PA 19422 L~e~ & M~lllnS Addr~: The Genernl C~ttn~ Coml~my 1050 Cleveland Stree~ Graften, OH 44044 This Schedule is executed pursuant to, and incorpoma, s by reference the t~rms ami conditions of, and capitalized terms not defined herein shall have the meanings assigned to them in, the Master Lease Agreement identified above ("Agreement" said Agreement and this Schedule being collechvely referred to as "Lease"). This Schedule, incorporating by reference the Agreement, constitutes a separate instrument of lease. A. Equipment: Subject to the terms and conditions of the Lease, Lessor agrees to Lease to Lessee the Equipment described below (the "Equipment"). Number Capitalized of Units Lessor's Cost Manufacturer Serial Number Model and T.ype of Equipment I $12,560.53 BelI-Haun Systems, Inc. Equipment immediately listed above is located at: 473 Village Park Drive, N/A ADIX-M Key Service Unit equipped with: 12 Lines 24 Digital Telephones 4 Voice Mail Pons 24 Button display speakcrphones 12 Button display speakerphones 50 Button DSS for Attendants position Music on hold/background music interface Remote maintenance interface Call Processing System with 4 ports, auto attendant module, voice mail module, and remote maintenance modem, with all attachments, accessories and additions now or hereafter attached thereto and made part thereof. Powell, DELAWARE County, OH 43065 B. Financial Terms 1. Advance Rent (if any): $ 358.63 5. Basic Term Commencement Date: July ]tO, 1999 2. Capitalized Lessor's Cost'. $12,560.53 6. Lessee Federal Tax ID No.: 31-4350283 3. Basic Term (No. of Months): 36 Months. 7. Last Delivery Date: ~ ,.~ ~ o.~ c~ 4. Basic Term Lease Rate Factor: .028SS246 8. Daily Lease Rate Factor: .000952 11. First Termination Date: Thirty-six (36) months after the Basic Term Commencement Date. Interim Rent: For the period from and including the Lease Commencement Date to but not including thc Basic Term Commencement Date ("Interim Period'), Lessee shall pay as rent ("Interim Rent") for each unit of Equipment, the product of the Daily Lease Rate Facto. l[ Des thc Capitalized Lessor's Cost of such unit times the number of days in the Interim Period. Interim Rent shall be due on ~ -~:~ --C:lC~. . Basic Term Rent. Commencing on July 10, 1999 and on the same day of each month thereafter (each, a "Rent Payment Date") during the Basic Term, Lessee shall pay as rent ("Basic Term Rent") thc product of the Basic Term Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on this Schedule. 12. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably authorizes Lessor to adjust thc Capitalized Lessor's Cost up or down by no more than ten percent (10%) to account for equipment change orders, equipment returns, invoicing errors and similar matters. Lessee acknowledges and agrees that the Rent shall be adjusted as a result of such change in the Capitalized Lessor's Cost. Lessor shall send Lessee a written notice s~ating the final Capitalized Lessor's Cost, if different from that disclosed on this Schedule. Tax Benefits Depreciation Deductions: 1. Depreciation method is the 200% declining balance method, switching to straight line method for the 1st taxable year for which using the straight line method with respect to the adjusted basis as of the beginning of such year will yield a larger allowance. 2. Recovery Period: Five (5) Years. 3. Basis: I00 % of the Capitalized Lessor's Cost. Property Tax APPLICABLE TO EQUIPMENT LOCATED IN POWELL OH: Leasee agrees that it will not list any of such Equipment for property tax purposes or report any property tax assessed against such Equipment until othenvise directed in writing by Lessor. Upon receipt of any property tax bill pertaining to such Equipment from the appropriat,~ taxing authority, Lessor will pay such tax and will invoice Lessee for the expense. Upon receipt of such invoice, Lessee will promptly reimburse Lessor for such expense. Lessor may notify Lessee (and Lessee agrees to follow such notification) regarding any changes in property tax reporting and payment responsibilities. E. Article 2A Notice IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S) SUPPLYING THE EQUIPMENT IS Bell-Haun Syste~nas, Inc. (THE "SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH Lg-gSOR ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT SECTION OF THE AGREEMENT. F. Stipulated Loss and Termination Value Table* Termhmflo~ Sltp~lated Termination Stipulated Vnlue Lo~ Vnlue Vn~ue Lo~ Vntue Rental Pertentage Percents~e Rent~. Percentage Percmtage I ! 03.03 g 106.957 19 63.177 68,636 2 100.992 104.996 20 60.771 66.316 3 98.926 103.017 21 58.344 63.975 4 96.841 101.017 22 55.912 61.629 5 94.737 98.998 23 53.463 59.264 6 92.612 96.959 24 50.993 56.880 7 90.467 94.900 25 48,503 54,476 8 88.303 92.821 26 45.993 52.052 9 86.11 $ 90.722 27 43.463 49,607 10 83.913 88.603 28 40.912 47.142 ! 1 81.689 86.464 29 38.341 44.656 12 79.445 84.306 30 35.748 42,149 13 77.182 82.128 31 33.135 39.621 ! 4 74.899 79.930 32 30.500 37.072 15 72.595 77.712 33 27.844 34.502 16 70.271 75.473 34 25.167 31.910 17 67.927 73.215 35 22.467 29.296 18 65.562 70.936 36 19,746 26.661 *The Stipulated Loss Value or Termination Value for any unit of Equipment shall be the Capitalized Lessor's Cost of such unit multiplied by the appropriate percentage derived from the above table. In the event that the Lease is for any reason extended, then the last percentage figure shown above shall control throughout any such extended term. Modifications and Additions for This Schedule Only For purposes of this Schedule only. the Agreement is amended as follows: 1. The LEASING Section of the Lease shall be deleted in its entirety and the following substituted in its stead: (a) Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the telecommunications system(s) and/or such other equipment (such system(s) and/or equipment being referred to as "Equipment") described in Annex A to any schedule hereto ("Schedule") or, if applicable, to Section A of any Schedule. (b) The obligation of Lessor to purchase Equipment from the manufacturer or Supplier thereof and to lease the same to Lessee under any Schedule shall be subject to receipt by Lessor, Pi,~t'to the Cut-Over Date for such Equipment (which shall be..:date on which such Equipment is first connected to a public telephone network in a manner permilting calls to be made through such Equipment to or from thc facility in which such Equipment is located), of the following documents in form and substance satisfactory to Lessor: (i) a Schedule relating to the Equipment then to be leased hereunder, (ii) a Purchase Order Assignment and Censure in thc form of Annex B to the applicable Schedule, unless Lessor shah have delivered its purchase order for the Equipment, (iii) evidence of insurance which complies with the requirements of the INSURANCE Section of the Lease, and (iv) such other documents as Lessor may reasonably request. As a further condition to such obligations of Lessor, Lessee shall, on the Cut-Over Date (but no later than the Last Delivery Date) for such Equipment, execute and deliver to Lessor a Certificate of Acceptance (which may be in the form of Annex C to the applicable Schedule) covering all such Equipment, and deliver a bill of sclc therefor (in form and substance satisfactory to Lessor). Lessor hereby appoints Lessee its agent for inspection and acceptancc of thc Equipment from thc Supplier. Upon execution by Lessee of any Certificate of Acccptaac~, thc Equipmcnt described thereon shall bc deemed to have been delivcred to, and irrevocably accepted by, Lessee for lease hereunder. 2. The SERVICE Section subsection (a) of the Lease shall be amended to add the following sentence at the end thereof.' Lessee shall protect thc Equipment from the elements (except if this is impossible in light of the normally contemplated use of an item or items thereof). 3. The STIPULATED LOSS VALUE Section of the Lease shall be deleted and the following substituted in its stead: STIPULATED LOSS VALUE: In the event that title to any Equipment is taken by eminem domain or otherwise or any Equipment shall be or become worn out, lost, stolen, destroyed, requisitioned or condemned by governmental or judicial order or otherwise, or, in the reasonable opinion of Lessee, irreparably damaged from any cause whatsoever (any such occurrence being hereinafter called a 'Casualty Occurrence"), Lessee shall promptly and fully notify Lessor in writing with respect thereto. In the event of a Casualty Occurrence as to part of the Equipment described on any Schedule, lite same shall be treated as applicable to all the Equipment described on such Schedule, and Lessee will pay the Stipulated Loss Value for all Equipment on such Schedule unless it repairs and makes the system comprised of such Equipment fully functional to the satisfaction of Lessor. On the rental payment date next succeeding a Casualty Occurrence (the "Payment Date"). Lessee shall pay Lessor the sum of (x) the Stipulated Loss Value payment with respect to the rental next preceding such Casualty Occurrence ("Calculation Date"); and (y) all rentals and other amounts which are due hereunder as of the Payment Date. Upon payment of ail sums due hereunder, the term of this lease as to such Equipment shall terminate, and except in the case of the loss, theft or complete destruction Lessor shall be entitled to return of the Equipment. 4. EQUIPMENT SPI~CIFIC PROVISIONS MAINTENANCE PROVISIONS: In addition to provisions set forth in the SERVICE Section of the Lease, Lessee, at its own expense: (a) shall keep the Equipment in operation and under the manufacturer's maintenance agreement acceptable to Lessor throughout the full term of the Lease; and shall comply with all requirements for enforcing warranty claims during the term of this Lease, including, but not limited to any extension or renewal term and including the period during which the Equipment is being deinslalled and returned to Lessor; and (b) Lessee shall not modify the terms of the maintenance agreement without the prior written consent of Lessor. Lessee shall maintain the Equipment within specifications and conditions recommended by the manufacturer and any associated maintenance manuals. Lessee will not permit others, other than the original maintenance provider, to perform any maintenance of the Equipment unless it is expressly approved by Lessor. RETURN PROVISIONS: In addition to the provisions provided for in the RETURN OF EQUIPMENT Section of the Lease, and provided that Lessee has elected not to exercise its option to purchase the Equipment Lessee shall, at its expense: (a) Upon the request of Lessor, Lessee shall no later than ninety (90) days prior to the expiration or other termination of the Lease provide: (i) a detailed inventory of the Equipment (including thc model and setial number of each major component thereof), including, without limitation, all internal circuit beards, module boards, and software features; (ii) a complete and current set of all manuals, equipment configuration diagrams, maintcnanco records and other data that may be reasonably requested by Lessor concerning thc configuration and operation of the Equipment; and (iii) a certification of the manufacturer or of a maintenance provider acceptable to Lessor that the Equipment (1) has been tested and is operating in accordance with manufacturers specifications (together with a report detailing the condition of the Equipment), the results of such test(s) and inspeclion(s) and ali repairs that were performed as a result of such test(s) and inspection(s) and (2) qualifies for the manufacturers used equipment maintenance program. (b) Upon the request of Lessor, Lessee shall, no later than sixty (60) days prior to the expiration or other termination of the Lease. make the Equipment available for on-site operational inspection by persons designated by the Lessor who shall be duly qualified to inspect the Equipment in its operational environment. (c) All Equipment shall be cleaned and treated with respect to mst, corrosion and appearance in accordance with manufacturers recommendations and consistent with the best practices of dealers in used equipment similar to the Equipment; shall have no Lessee installed markings or labels which are not necessary for the operation, maintenance or repair of the Equipment; and shall be in compliance with all applicable governmental laws, roles and regulations. (d) Provide [:or the deinstallation, packing, transporting, and certifying of the Equipment to include, but not limited to, the following: (i) the manufacturer's representative shall de-install all Equipment (including all wire, cable and mounting hardware) in accordance with the specifications of the manufacturer; (ii) each item of Equipment will be returned with a certificate supplied by the manufacturer's representative qualifying the Equipment to be in good condition and (where applicable) to be eligible for the manufacturer's maintenance plan; the certificate of eligibility shall be transferable to another operator of the Equipment; (iii) the Equipment shall be packed properly and in accordance to the manufacturer's recommendations; (iv) Lessee shall provide for the transportation of the Equipment in a manner consistent with the manufacturer's recommendations and practices to any locations within the continental United States as Lessor shall direct, and shall have the Equipment unloaded at such locations; (v) Lessee shall obtain and pay for a policy of tr~nsit insurance for the redciivcry period in an amount equal to the replacement value of ~he Equipment and Lessor shall be named as the loss payee on ali such policies of insurance; and (vi) Lessee shall provide insurance and safe, secure storage for the Equipment for thirty (30) days after expiration or earlier termination of the Lease at an accessible location satisfactory to Lessor. Ho Payment Authorization You are hereby irrevocably authorized and directed to deliver and apply the proceeds duc under this Schedule as follows: Company Name Address Amount Bcll-Haun Systems, Inc. 935 Eaztwind Drive $12,560,53 Westerville, OH 43081 This authorization and direction is given pursuant to the same authority authorizing thc above-mentioned financing. Pursuant to the provisions of the lease, as it relates to this Schedule, Lessee hereby certif'ms and warrants that (i) all Equipment listed above has been delivered and installed (if applicable) as of the date stated above; (ii) Lessee has inspected the Equipment, and all such testing as it deems necessary has been performed by Lessee, Supplier or the manufacturer; and (Hi) Lessee accepts the Equipment for all purposes of the Lease, the purchase documents and all attendant documents. Lessee does further certify, and Lessor hereby waives any requirement of a separate Certificate of Acceptance, that as of the date hereof (i) Lessee is not in default under the Lease; (h~ the representations and warranties made by Lessee pursuant to or under the Lease are true and correct on the date hereof and (iH) Lessee has reviewed and approves of the purchase documents for the Equipment, if any. Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect to ~he Agreem'ent or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, respective]y, LESSOR: General i?.~ic Capital~,~tion IAt °ORTFR Title: ~ IN WITNESS WHEREOF, Lessee and Leszor have caused this Schedule to be executed by their duly authorized represcmafives as of the dat~ first above written. LESSEE: The General Casting Company Name: ~c. ~-~ .- ~-]~ i.-(-~$O,~L~ Title: (6/87) ANNEX B TO SCHEDULE NO. 017 TO MASTER LEASE AGREEMENT DATED AS OF December 10, 1996 PURCHASE ORDER ASSIGNMENT AND CONSENT THIS ASSIGNMENT AGREEMENT, da~ as Of 0~_~ 'q 5 ("Agreement"), between General Electric Capital Corporation (together with its successors and assigns, if any, "Lessor") and The General Casting Company ("Lessee"). WITNESSETH: Lessee desires to lease certain equipment ("Equipment") from Lessor pursuant m the above schedule and lease (collectively, "Lease"). All terms used herein which are not otherwise defined shall have the meaning ascribed m them in the Lease. Lessee desires to assign, and Lessor is willing to acquire, certain of Lessee's rights and imerests under the purchase order(s), agreement(s), and/or document(s) (the "Pm'chase Orders") Lessee has heretofore issued to the Supplier(s) of such Equipment. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Lessor and Lessee hereby agree as follows: SECTION 1. ASSIGNMENT. (a) Lessee does hereby assign and set over to Lessor all of Lessee's rights and interests in and to such Equipment and Ihe Purchase Orders as the same relate thereto including, without limitation, (i) the fights to purchase, to take title, and to be named the purchaser in the bill of sale for, such Equipment, (ii) all claims for damages in respect of such Equipment arising as a result of any default by the Supplier (including, without limitation, all warranty and indenmity claims) and (iii) any and all rights of Lessuc to compel performance by thc Supplier. (b) If, and so long as. no default exists under thc Lease, Lcssoe shall be, and is hereby, authorized during thc term of thc Lease to assert and enforce, at Lessec's sulc cost and expense, from time to time, in the name of and for the account of Lessor and/or Lessee, as their interests may appear, whatever claims and rights Lessor may have against any Supplier of the Equipment. SECTION 2. CONTINUING LIABILITY OF LESSEE. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Lessee shall at all times remain liable to the Supplier to perform all of the duties and obligations of the purchaser under the Purchase Orders to the same extent as if this Agreement had not been execul~xi, (b) the execution of this Agreement shall not modify any contractual rights of the Supplier under the Purchas~ Orders and the liabilities of the Supplier under the Purchase Orders shall be to the same extent and cominue as if this Agreement had not been executed, (c) the exercise by the Lessor of any of the rights hereunder shall not release Lessee from any of its duties or obligations to the Supplier under the Purchase Orders, and (d) Lessor shall not have any obligation or liability under the Purchase Orders by reason of, or arising out of, this Agreen~nt or be obligated to perform any of the obligations or du6.es of Lessee under the Purchase Orders or to make any payment (other than under the terms and conditions set forth in the Lease) or to' make any inquiry of the sufficiency of or authorization for any payment received by any Supplier or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of thc date first above written. LESSOR: LESSEE: General Electric Capig~FL'0r,~ration The General Casting Company Title: TO BELL-HRUN SYSTEMS TEL :514-890-4970 5un COl~l~'~ AND AOI~EMENT follow~: (n) Title ~ ~ ~ of loss of ~c ~u~mC~t ih~l ~s~ ~ ~;~r upon ~c~'~ ~ecutio n of i~. cc.ifica~c o[ A~eupmnc~ f~r i~h E~l~lll~m~ht, GENERAL ELECTRIC CAPITAL CORPORATION 44 Old Ridgebury Road Danbury, CT 06810, Plaintiff, -VS- THE GENERAL CASTING COMPANY 1080 Cleveland Street Grafton, OH 44040 IN THE COURT OF COMMON PLEAS LORAIN COUNTY, OHIO JUDGE with additional service to: THE GENERAl, CASTING COMPANY c/o Mark D. Klimek, Esq. Statutory Agent 600 Superior Avenue, Ste. 2100 Cleveland, OH 44114 Defendant. COMPLAINT NOW comes the Plaintiff, General Electric Capital Corporation ("GE Capital"), by and through its undersigned counsel, Reed Smith LLP, and for its Complaint against Defendant, The General Casting Company ("General Casting"), hereby states as follows: GENERAL ALLEGATIONS 1. GE Capital is a Delaware corporation with a place of business at 44 Old Ridgcbury Road, Danbury, Connecticut 06810. Gl; Capital is authorized to conduct business in the State of Ohio. 2. General Casting is an Ohio corporation with its principal place of business located at 1080 Cleveland Street, Grafton, Ohio 44044. 3. This Court has jurisdiction over this matter. 4. Venue is proper in Lorain County, Ohio because Defendant maintains its principal place of business within the county. BACKGROUND 5. On or around October, 1999, GE Capital provided financing to General Casting in the amount of $594,900.00, as evidenced by a promissory note executed and delivered by General Casting to GE Capital and dated October 20, 1999 (the "Note"). A true and correct copy of the Note is attached as Exhibit "A" and incorporated by reference. 6. Pursuant to the terms of the Note, General Casting agreed to repay its indebtedness to GE Capital in monthly installments. 7. To secure the obligations under the Note, General Casting executed and delivered to GE Capital a Master Security Agreement, dated October 20, 1999 (together with all schedules and amendments, the "Security Agreement," and together with the Note, the "Loan Documents") which granted GE Capital a security interest in, and a lien upon, certain commercial equipment and other property (as more fully defined in the Security Agreement) belonging to General Casting. A true and correct copy of the Security Agreement is attached hereto as Exhibit "B' and incorporated by reference. 8. As collateral for its indebtedness to GE Capital, General Casting gave GE Capital a security interest in certain commercial equipment described in Collateral Schedule No. 001 (the "Secured Equipment"). A true and correct copy ol'Collateral Schedule No. 001 is attached to and made a part of thc Security Agreement. 9. GE Capital duly perfected its security interest in the Secured Equipment by filing financing statements which set forth GE Capital's interest in the Secured Equipment. COUNT I 10. GE Capital restates and incorporates by reference the allegations contained in paragraphs 1 through 9 of this Complaint as if fully rewritten herein. 11. Section 7 of the Security Agreement provides that General Casting shall be in default of the Security Agreement if, inter alia, General Casting breaches its obligations to pay any installments or other amounts due under any of the Debt Documents (as defined therein). 12. The Security Agreement provides further that if General Casting is in default, GE Capital may, among other things, declare any or all of the obligations of General Casting to GE Capital to be immediately due and payable. 13. The Security Agreement provides further that General Casting shall, among other things, pay GE Capital's reasonable attorney's fees and costs incurred in connection with, inter alia, the enforcement of GE Capital's rights and remedies under the Security Agreement. 14. The Note provides that time is of the essence and that if any installment due under the Loan Document is not received within ten (10) days after its due date, General Casting agrees to pay, in addition to the amount of each installment or other sum, a late payment charge of five percent (5%) of the amount of said installment or other sum, but not exceeding any lawful sum. 15. any amount due under thc Note xvithin ten (10) days after the same becomes due and payable, or fails to perform or dePaults under any term or condition contained in the Security Agreement, The Note provides further that if General Casting fails to make payment of then the entire principal sum remaining unpaid, together will all accrued interest thereon and any other sum payable under the Note or any Security Agreement, at the election of GE Capital, shall immediately become due and payable, with interest thereon at the rate of eighteen percent 18% per annum or the highest rate not prohibited by applicable law from the date of such accelerated maturity until paid. 16. General Casting has failed to comply with the terms of the Security Agreement and the Note by, inter alia, failing to make the installment payments to GE Capital as required under the Loan Documents. 17. Despite notice by GE Capital of its default, General Casting has refused and continues to refuse to tender payment to cure its default. 18. As a result of General Casting's default, GE Capital has declared that the entire amount owed under the Loan Documents shall be immediately due and payable. As of March 17, 2003, there is justly due and owing to GE Capital from General Casting under the Loan Documents an amount no less than $157,638.68, plus accrued and accruing interest (at the default rate), costs, expenses, attorney's fees, late charges, and other charges due thereunder all of which continue to accrue. 19. GE Capital has performed all conditions, covenants and promises required of it under the terms and conditions of the Loan Documents. COUNT II 20. GE Capital restates and incorporates by reference the allegations contained in paragraphs 1 through 19 of this Complaint as if fully rewritten herein. 21. On or about December 10, 1996, General Casting as Lessee, entered into a written Master I.case Agreement (together with all schedules pertaining thereto, the "MI with GE Capital, as Lessor. A true and correct copy of the MLA is attached as Exhibit "C" and incorporated by reference. 22. Pursuant to the terms of the MLA, General Casting from time to time leased certain commercial equipment (the "Lease Equipment"), as set forth in the Schedules to the MLA, from GE Capital and agreed to make certain payments to GE Capital. True and correct copies of the Schedules are made a part of the MLA. 23. The MLA provides further that, upon the occurrence of an "Event of Default," GE Capital mai, among other things, declare any or all of the obligations of General Casting to GE Capital to be immediately due and payable. 24. The MLA provides further that, upon the occurrence of an event of default, General Casting shall, among other things, pay GE Capital's attorney's fees incurred in connection with, inter alia, the enforcement of GE Capital's rights and remedies under the MLA. 25. General Casting has failed to comply with the terms and conditions of thc MLA by, i~Tter alia, failing to make payment to GE Capital when due. 26. Despite notice by GE Capital of its default, General Casting has refused and continues to refitse to tender payment to cure its default. 27. GE Capital has elected and hereby elects that the entire amount it is entitled to collect under the MLA shall be immediately due and payable. As of March 17, 2003, there is justly due and owing GE Capital from General Casting an amount no less than $150,865.10, plus interest, attorney's fees, late charges, and other charges, all of which continue to accrue. 28. GE Capital has performed all conditions, covenants and promises required of it under the terms and conditions of the M LA. -5- COUNT III 29. GE Capital restates and incorporates by reference the allegations contained in paragraphs 1 through 28 of this Complaint as if fully rewritten herein. 30. The Security Agreement provides, inter alia, that upon default in payment when due under the Note or Security Agreement, GE Capital is entitled to, among other things, immediate possession of the Secured Equipment. 31. GE Capital has demanded and hereby demands that possession of the Secured Equipment be delivered to GE Capital, but General Casting has refused, and continues to refuse, to deliver possession thereof to GE Capital. 32. By reason of the default in payment of the amounts due and owing GE Capital under the Loan Documents, GE Capital is entitled to immediate possession of the Secured Equipment and the right to dispose of or have this Court order the sale of the Secured Equipment in accordance with applicable law. 33. Upon information and belief, the Secured Equipment has a fair market value of no less than $70,000.00. 34. General Casting has wrongfully detained the Secured Equipment. COUNT IV 35. GE Capital restates and incorporates by reference the allegations contained in paragraphs 1 through 34 of this Complaint as if fully rewritten herein. 36. The MLA provides that upon termination or default under the lease, GE Capital is entitled to, among other things, immediate possession of the Lease Equipment. -6- 37. GE Capital has demanded and hereby demands that possession of the Lease Equipment be delivered to GE Capital, but General Casting has refused, and continues to refuse, to deliver possession thereof to GE Capital. 38. By reason of the default in payment of the amounts due and owing GE Capital under the MLA, GE Capital is entitled to immediate possession of the Lease Equipment and the right to dispose of or have this Court order the sale of the Lease Equipment in accordance with applicable law. 39. Upon information and belief, the Lease Equipment has a fair market value of no less than $75,000.00. 40. General Casting has wrongfully detained the Lease Equipment. WHEREFORE, Plaintiff, General Electric Capital Corporation demands judgment against Defendant, The General Casting Company, as follows: A. As (i) As (i) As (i) (ii) to Count I, judgment against The General Casting Company in the amount of $157,638.68, plus accrued and accruing interest, costs, expenses, and attorney's fees, costs of suit and any other amounts owing to GE Capital; to Count II, judgment against The General Casting Company in the amount of $150,865.10, plus interest, attorney's fees, costs of suit and any other amounts owing to GE Capital; to Count III, that the Court grant GE Capital a permanent order of possession for the Secured Equipment; that the Court issue a Writ of Execution in favor of GE Capital with respect to the Secured Equipment described in the Loan Agreements, directing thc Sheriff of Lorain County, Ohio to levy upon the Secured Equipment located within thc County and to turn over possession of the same to GE Capital in accordance with applicable law; D. As to Count IV, (i) that the Court grant GE Capital a permanent order of possession for the Lease Equipment; (ii) that the Court issue a Writ of Execution in favor of GE Capital with respect to the Lease Equipment described in the MLA, directing the Sheriffs of Lorain County, Delaware County, Franklin County, and Hamilton County, Ohio to levy upon the Leased Equipment and to turn over possession of the same to GE Capital in accordance with applicable law; and E. For such other and further relief that the Court may deem just and proper. Dated: April 2-t~ , 2003 Respectfully submitted, REED SMITH LLP Grego~/L. Taddonio, Esq. (OH ID #0066901) 435 Sixth Avenue Pittsburgh, PA 15219 (412) 288-7102 Fax: (412) 288-3063 Gtaddonio~reedsmith.com Attorney for Plaintiff, General Electric Capital Corporation -8- 04/24/'2003 17:23 FAX 9729487 REED SMITH LLP (~ GE Capital Commercial Eq.uipment Financing By Overnight FedEx: # 829559841502 By Fax: # 740 363 6723 THE GENE~L CASTING COMPANY 550 SOUTH LIBERTY ROAD DELAWARE, OH 430150000 Attention: FRANK JOHNSON [~013 EXHIBIT Thursday, July lg, 2002 Ro: TI-I~ GENERAL CASTING COMPANY Account #'s: 4064587-012 4064587-013 4064587-025 4092868-001 Thi~ letter is £ormal notification that lhe above refferenced accounts are in default. The past due installments on your account total as below: Account #: 4064587-012 Due Date Amount Due 06110/2002 Rental $ 517.46 07/10/2002 Rental $ 517.46 Lat~ Charges $ 62.08 TOTAL DUE $ 1,097,00 Account #: 406458%023 12hie Date Amount Due 06/10/2002 Rental $ 591.28 07/10/2002 Rental $ 591.28 Late Charges $ 149.86 TOTAL DUE $ 1,332,42 Account #: 4064587-0:25 Due Date Amonnt Due 06/10/02 Rental :g 992.99 07/10/02 Reatal $ 992.99 Late Charges $ 48.20 TOTAL DUE 51 2,234.23 Aee0unt #: 4092868-001 Due Date 05/20/2002 06/2O/2002 07/20/2002 TOTAL DLT~ Rental Rental Rental Late Charges Amount Due $ 8,054.96 $ 8,054.96 $ 8~054.96 $ 2,049.69 $ 26,214.57 04/24/2003 17:24 FAX 9729437 REED SMITH LLP 1~014 Undor the terms of th~ Master L~.o A~emeat signed a~d dated 4/~1999 9/10~1 10/10~001 10~0/1999 beaten GE Capital ~d. ~ GE~L CA~G CO~, we ~oby dem~d pa~ent ors 30,878.22. Unless wo ~ M ~coipt of subj~t ~n~ on or b~for~ July 29~002, ~u l~w m no al~m~ve bm to p~ue ~tio~ to protect o~ ~v~t. ffreposse~ion occ~s, you will be re,potable for a~ ac~i~ifion ~d le~ f~s. Pa~ent shoed b~ sent via Fed~ ~re~ ~ ~y aaeaaon at OE C~AL CO,OPTION, 500 F~ Co~o~ ~ckbox ~0387, P~b~ PA 15219. Contact this office upon receipt of this letter. I may be reached at 1-203-796-1452 Regards, Sherry Crosier Portfolio Collection Specialist GENERAL ELECTRIC CAPITAL CORPORATION 04/24/2003 17:21 FAX 9729487 REED SMITI~ LLP 009 Pl~e conault fie Fod~ ~ic, e O~a Zor e, pe~llic ¢ommllmenl~, Jul 2 2O04 DECI_~D VALUE $100 *If you require a diffr, zent ~Lmounl of deol'a~cfl va-lu~, plr~: u~ a Fc6Ea A~'hill. Ple~ ~ the ~ck ' of ~IB Customer n~ for , Impa~ ~r~ and ~ond~one- FedEx Standard Overnight® Prepaid Stamp By 3:00 p.m, NEXT BUSINESS DAY R P 9 5 .5 Cl. ~ q 1..,c, ri 2 04/24/2003 17;24 FAX 9729487 This docum~n% (reduced ~ED SMI~ LLP ~s i on Report W~ Size LOC.b I I [2 cOnf i rmed. and det8 i I s be 1 Letten--S ow) ~]016 COLLECTIONS 04/24/2003 17:24 ¥~l~ document (reduced Docu~~ FAX 9729487 REED S~[ITtt LLP i 0 n i~, ~ p 0 r ~ /,i,,," W~s samp~ Sl~ ~017 7_~--OZ; B:~ 120~ COLL~CTION~ r 04/2~/2005 17:21 FAX 9729487 REED SMITH LLP nn ,Ul IGE Capital Commercial Equipment Financing By Federal Express: g29560475800 By Fax~740 363 6723 THt~ GENERAL CASTING COMP 550 SOLrrI-I I.mERTY ROAD Dt~LAWARE OH 43015 Attention: Frank Johnson Re: The General Casting Company Account 406458'7-021 4064~87=025 4064587-023 4064~87-012 4092868-001 [~007 Wednesday, October 23, 2002 This letter is fornml notification that thc above referenced accounts are in default. The past duc installments on your account total as below: Accoun~ #: 40645117021 Due Date A.mount Due 09/10/02 Kental $ 1,091.93 10/10/02 Rental $1,091.93 Late Charges $139.52 TOTAL DIrE $13,593.80 Account#: 4064587025 Duc Date Amouat Due 08/10/02 Rental $ 992.99 09/10/02 Rental $ 992.99 10/10/02 Rental $ 992.99 Late Charges $ 446.85 TOT.AL DU3g $ 3,425.82 Accuuat#: 4064587023 Due Date Amount Due 09110102 Rental $ 591.28 10/10/02 Rental $ 591.28 Late Charges $ 88.68 TOTAL DUE $1,271.24 Account; 4064587012 Duc Date Amomat Due 10/10/02 Rental $ 517.46 Late Charges $ 122.05 TOTAL DUE $ 639.$1 04/24/2003 17:21 FAX 9729487 REED SMITtt LLP Account#: 409Z868001 Duo Date Amount Due 07/20/02 Rental $ 8,054.96 08/20/02 Re~tal $ g,054.96 09/20/02 Rental $ 8,054.96 10/20/02 Rental $ 8,054.96 Late Charges $ 3,257.94 TOTAL DUE $ 35,477.78 ~ 008 Under lhe terms of the Masher.Leas_e_ Ag~ecmem signed and ~lated 07/09/01,10/10/01, 09/10/0, 04/08/99, 10/20/99. between GE Capital and The General Casting Company, we hereby der~-d payment of $54,408.15 Unless we axe in receipt of subject funds on or before November 1st 20027 you leave u~ no altemaXive but to pursue other aelions to protect our investment. If repossession occurs, you ~vi/~l be respons~le for all acquisition and legal fees. Payment should be sent v~a Federal Express to my attention at GE CAPITAL CORPORATION. 500 First Avenue. Corporate Lockbox-6420387, Pittsburgh, PA 15219. Contact this office upon receipt of this letter, t may be reached at 1-203-790-2705. Regards, Jennifer Sttich Portfolio Collee~on Specialist GENERAL ELECTRIC CAPITAL CORPOP,-ATION 04/24/2005 17:20 FAX 9729487 REED SMITH LLP 006 ~ Pl~s. consult th~ Fe~r .-qervfce - Gul~p for sp0clfl~ com~tmen~ COL L~T'~O~I~S (203) ,0 F N ~J ,qep 1'7 2004 DEf:I. At:ED VALUE $t, 00 FedEx Standard Overnight® Prepaid Stamp E~¥ 3;00 p,m, NEXT BUSINESS DAY A 2 cl ..q !~ I'i q ? El El (] ri SHERIFF'S CASE NO: 2003-02217 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND GENER3LL ELECTRIC CAPITAL CORP VS GENERAL CASTING COMPANY RETURN - REGULAR KENNETH GOSSERT , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT - REPLEVIN was served upon GENERAL CASTING COMPANY THE DEFENDANT , at 1540:00 HOURS, at 222 NORTH QUEEN STREET SHIPPENSBURG, PA 17257 BARBAR3% CLINE, ADMIN MANAGER on the 28th day of May by handing to ADULT IN CHARGE a true the , 2003 and attested copy of COMPLAINT - REPLEVIN together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing 18.00 Service 14.49 Affidavit .00 Surcharge 10.00 .00 42.49 Sworn and Subscribed to before me this /2 ~ day of A.D. ~ 'vrotnonotary So Answers: R. Thomas Kline 05/29/2003 REED SMITH By: