Equipment Lease Schedule No. 3 between Computer Sales International, Inc. and Innotrac Corporation (October 9, 2002)
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Summary
This agreement is an equipment lease between Computer Sales International, Inc. (lessor) and Innotrac Corporation (lessee). It details the specific equipment being leased, the monthly rental amount of $21,811, and the lease term from November 1, 2002, to October 31, 2004. The equipment is already installed at Innotrac's location in Duluth, Georgia. The agreement incorporates terms from a prior master lease and includes an addendum. Both parties have signed to confirm their obligations under the lease.
EX-10.3(D) 4 g81419exv10w3xdy.txt EX-10.3(D) THIRD AMENDMENT TO MASTER LEASE AGRMT. EXHIBIT 10.3(d) NON-ORIGINAL No security interest in an Equipment Schedule may be created or perfected by possession of this copy. CSI - -------------------------------------------------------------------------------- COMPUTER SALES INTERNATIONAL, INC. 9990 Old Olive Street Road, Suite 101 St. Louis, Missouri 63141 ###-###-#### EQUIPMENT SCHEDULE NO. THREE DATED AS OF OCTOBER 9, 2002 LESSOR: LESSEE: INNOTRAC CORPORATION 6655 Sugarloaf Parkway COMPUTER SALES INTERNATIONAL, INC. Duluth, Georgia 30097 Lessor and Lessee named above hereby agree that, except as modified or superseded by this Equipment Schedule or any Addenda hereto, all of the terms and conditions of the MASTER LEASE AGREEMENT NO. 172564 dated March 20, 2000, are hereby incorporated herein and made a part hereof: 1. EQUIPMENT:
2. Monthly Rental for all Units: $21,811.00 3. Initial Term: NOVEMBER 1, 2002 THROUGH OCTOBER 31, 2004; TWENTY-FOUR (24) MONTHS 4. Anticipated Installation Date: ALREADY INSTALLED AND ACCEPTED 5. Addendum One hereto is incorporated herein by this reference. [X] (check box if applicable) 6. A photocopy of this Equipment Schedule, and any exhibits or addenda hereto, may be filed as a precautionary Uniform Commercial Code Financing Statement to evidence Lessor's interest in the Equipment. 7. At Lessor's option, this Equipment Schedule shall not be effective unless signed by Lessee and returned to Lessor on or before OCTOBER 16, 2002. COMPUTER SALES INTERNATIONAL, INC. LESSEE: INNOTRAC CORPORATION By: /s/ E. William Gillula By: /s/ ---------------------------------- ------------------------------- Title: President & COO Title: CFO ------------------------------- ---------------------------- Date: DEC 23, 2002 Date: 10/15/02 -------------------------------- ----------------------------- NON-ORIGINAL No security Interest in an Equipment Schedule may be created or perfected by possession of this copy. EXHIBIT "A" INNOTRAC CORPORATION EQUIPMENT SCHEDULE THREE, MASTER LEASE 172564
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Page No. 5 of 5 NON-ORIGINAL No security interest in an Equipment Schedule may be created or perfected by possession of this copy. ADDENDUM ONE TO EQUIPMENT SCHEDULE NO. THREE MASTER LEASE AGREEMENT NO. 172564 This Addendum One to "Equipment Schedule Three, Master Lease Agreement No. 172564" (the "Lease"), is dated as of October 9, 2002, and is entered into, by and between COMPUTER SALES INTERNATIONAL, INC. ("Lessor") and INNOTRAC CORPORATION ("Lessee"). Notwithstanding anything to the contrary contained in the Lease between the parties hereto, dated on even date herewith and with respect to certain computer equipment (the "Equipment"), and in consideration of the mutual promises, covenants, and conditions in the Lease and contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 1. CONTROLLING TERMS: This Addendum One shall become a part of the Lease and shall be read together with the Lease as one single document. To the extent that there shall be any conflicts as between the terms and provisions contained in the Lease and those contained herein, the terms and provisions set forth herein shall control. 2. COMMENCEMENT DATE: The Equipment is installed at Lessee's location under Equipment Schedules One and Two to Master Lease Agreement No. 172564. Lessee unconditionally accepts the Equipment for lease under this Lease. The Initial Terms of Equipment Schedules One and Two are due to expire on September 30, 2003 and February 28, 2003, respectively. However, in consideration of Lessee's entering into this Lease, Lessor will terminate Lessee's rental obligations under Equipment Schedules One and Two effective October 31, 2002. Accordingly, the Commencement Date of the Equipment under this Lease is November 1, 2002. 3. SERIAL NUMBER SUBSTITUTION: a) As provided in section 9 of the Master Lease Agreement, Lessee may replace any Unit with an identical or improved specification machine (a "Substitute Unit") as a result of a warranty replacement or other mechanical defect, or a casualty loss situation. Lessee must notify Lessor of the replacement serial number and configuration of the Substitute Unit as required by section 9 of the Master Lease Agreement. b) In addition to the circumstances set forth in (a) above, upon expiration of the Initial Term, Lessee may choose to return desktop PC, laptop PC, or PC monitor units with serial numbers other than those listed in the Certificate of Acceptance only upon the following conditions: the Substitute Units must be (1) of an identical or improved configuration as the Units being replaced, (2) in the condition required by section 7 of the Master Lease Agreement, and (3) owned by Lessee. Lessee must give Lessor written notice of the serial numbers of the Substitute Units along with a detailed list of which serial numbers they are replacing prior to their return to Lessor or else Lessor may decline to accept Substitute Units. Lessee hereby represents and warrants to Lessor that, upon delivery of any Substitute Units to Lessor, Lessee will be the absolute owner of the Substitute Units; the Substitute Units will be free and clear of all liens, charges and encumbrances; and Lessee will have full right, power and authority to transfer to Lessor title to the Substitute Units. NON-ORIGINAL No security interest in an Equipment Schedule may be created or perfected by possession of this copy. 4. FINANCING CONTINGENCY: Lessor's performance hereunder is conditioned upon Lessor obtaining a fixed-rate, non-recourse loan, using only the Equipment and the Lease as collateral. In the event Lessor cannot obtain such a loan within sixty (60) days after Lessor's receipt of signed lease documents from Lessee, then Lessor shall so notify Lessee and shall have no further obligations hereunder. 5. CREDIT APPROVAL: Lessor's performance of its obligations under this Lease is conditioned upon Lessor's review and approval of Lessee's most current interim financial statement. IN WITNESS WHEREOF, the parties hereto have executed this Addendum One to Equipment Schedule No. Three, Master Lease No. 172564, as of the date set forth below. COMPUTER SALES INTERNATIONAL, INC. INNOTRAC CORPORATION By: /s/ E. William Gillula By: /s/ -------------------------------- ------------------------------- Title: President & COO Title: CFO ----------------------------- ---------------------------- Date: DEC 23, 2002 Date: 10/15/02 ------------------------------ ----------------------------- NON-ORIGINAL No security interest in an Equipment Schedule may be created or perfected by possession of this copy. CSI - -------------------------------------------------------------------------------- COMPUTER SALES INTERNATIONAL, INC. 9990 Old Olive Street Road, Suite 101 St. Louis, Missouri 63141 ###-###-#### LESSEE: INNOTRAC CORPORATION STIPULATED LOSS VALUE SCHEDULE TO EQUIPMENT SCHEDULE NUMBER: THREE MASTER LEASE AGREEMENT NUMBER: 172564 BASE VALUE: $492,278.00
In the event of a loss of less than all of the Equipment listed on the above Equipment Schedule, the Stipulated Loss Value shall be allocated to the Units lost in the same proportion as the Monthly Rental per Unit for the lost Units bears to the Monthly Rental for all Units listed on the Equipment Schedule. Initialed by Lessor: /s/ -------- Lessee: /s/ -------- MFL/ATL