Lease Schedule No. 1000114783 Financing Lease between Banc One Leasing Corporation and Colonial Full Service Car Wash, Inc.

Summary

This agreement is a financing lease schedule between Banc One Leasing Corporation (Lessor) and Colonial Full Service Car Wash, Inc. (Lessee), under a Master Lease Agreement. The Lessor finances equipment for the Lessee, who repays the amount over 60 months at a 7.75% interest rate, with monthly payments. The Lessee retains ownership of the equipment but grants the Lessor a security interest in it as collateral. The agreement outlines payment terms, tax responsibilities, and amends certain provisions of the Master Lease for this specific schedule.

EX-10.144 3 dex10144.txt LEASE SCHEDULE AND ADDENDUM EXHIBIT 10.144 LEASE SCHEDULE NO. 1000114783 FINANCING LEASE (Contract Rate Interim Rent) Master Lease Agreement dated June 10, 2002 Lessor: Banc One Leasing Corporation Lessee: COLONIAL FULL SERVICE CAR WASH, INC. 1. GENERAL. This Lease Schedule is signed and delivered under the Master Lease Agreement identified above, as amended from time to time ("Master Lease"), between Lessee and Lessor. Capitalized terms defined in the Master Lease will have the same meanings when used in this Schedule. To the extent that the Master Lease contains provisions inconsistent with this Schedule, the terms and provisions of this Schedule shall control. 2. FINANCING. Lessor finances for Lessee, and Lessee finances with Lessor, all of the property ("Equipment") described in Schedule A-1 attached hereto (and Lessee represents that all Equipment is new unless specifically identified as used). 3. AMOUNT FINANCED. Equipment Cost: $39,059.38 Set-up/Filing Fee: $ 375.00 Miscellaneous: Sales Tax: Total: $39,434.38 4. FINANCING TERM. The Base Term of this Schedule shall be 60 months and the Base Term shall commence on Acceptance Date ("Commencement Date"). The total Lease Term consists of the Interim Term plus the Base Term. The Interim Term begins on the date that Lessor accepts this Schedule as stated below Lessor's signature ("Acceptance Date") and continues up to the Commencement Date. 5. INSTALLMENT PAYMENTS/FEES. As financing for the Equipment, Lessee shall pay to Lessor all amounts stated below on the due dates stated below. There shall be added to each installment payment all applicable Taxes as in effect from time to time. (a) During the Lease Term, the above Amount Financed shall bear interest at the rate of 7.75% per annum ("Contract Rate"). (b) For the Interim Term, Lessee shall pay to Lessor on the Commencement Date an amount equal to the Per Diem Payment multiplied by the number of days in the Interim Term. "Per Diem Payment" means an amount equal to the product of the Amount Financed of the Equipment and the Daily Rate. "Daily Rate" means the Contract Rate divided by 360. (c) During the Base Term, Lessee shall pay to Lessor installment payments in the amounts and according to the timing set forth below, provided however, that notwithstanding the following, the final installment payment due hereunder shall be equal to the remaining principal balance hereunder together with all accrued interest and fees. (1) Amount of each installment payment during the Base Term (including principal and interest): 60 months $794.88 (2) Frequency of installment payments during Base Term: monthly Page 1 of 4 (3) Timing of installment payments during the Base Term: in arrears (d) Lessee shall pay Lessor a Set-Up/Filing Fee as follows: (1) $0.00 shall be paid on the Acceptance Date, or ----- (2) $375.00 has been included in the above Amount Financed of ------- the Equipment. (e) Security Deposit: $0.00. On the Acceptance Date, Lessee shall pay Lessor said Security Deposit which shall be held in accordance with paragraph 6 below. 6. SECURITY INTEREST. This Schedule is intended to be a secured debt financing transaction, not a true lease. See Paragraph 7 below regarding Lessee's ownership of the Equipment. As collateral security for payment and performance of all Secured Obligations (defined in Paragraph 8 below) and to induce Lessor to extend credit from time to time to Lessee (under the Lease or otherwise), Lessee hereby grants to Lessor a first priority security interest in all of Lessee's right, title and interest in the Equipment, whether now existing or hereafter acquired, any sums specified in this Schedule as a "Security Deposit", and in all Proceeds (defined in Paragraph 8 below). At its option, Lessor may apply all or any part of any Security Deposit to cure any default of Lessee under the Lease. If upon final termination of this Schedule, Lessee has fulfilled all of the terms and conditions hereof, then Lessor shall pay to Lessee upon Lessee's written request any remaining balance of the Security Deposit for this Schedule, without interest. 7. TITLE TO EQUIPMENT; FIRST PRIORITY LIEN. Lessee represents, warrants and agrees: that Lessee currently is the lawful owner of the Equipment; that good and marketable title to the Equipment shall remain with Lessee at all times; that Lessee has granted to Lessor a first priority security interest in the Equipment and all Proceeds; and that the Equipment and all Proceeds are, and at all times shall be, free and clear of any Liens other than Lessor's security interest therein. Lessee at its sole expense will protect and defend Lessor's first priority security interest in the Equipment against all claims and demands whatsoever. 8. CERTAIN DEFINITIONS. "Secured Obligations" means (a) all payments and other obligations of Lessee under or in connection with this Schedule, and (b) all payments and other obligations of Lessee (whether now existing or hereafter incurred) under or in connection with the Master Lease and all present and future Lease Schedules thereto, and (c) all other leases, indebtedness, liabilities and/or obligations of any kind (whether now existing or hereafter incurred, absolute or contingent, direct or indirect) of Lessee to Lessor or to any affiliate of either Lessor or Bank One Corporation. "Proceeds" means all cash and non-cash proceeds of the Equipment including, without limitation, proceeds of insurance, indemnities and/or warranties. 9. AMENDMENTS TO MASTER LEASE. For purposes of this Schedule only, Lessee and Lessor agree to amend the Master Lease as follows: (a) public liability or property insurance as described in the second sentence of Section 8 will not be required; (b) the definition of "Stipulated Loss Value" in clause (b) of Section 9 is deleted and replaced by Paragraph 10 below; (c) the text of Section 10 is deleted in its entirety; (d) Subsections 23(a) and 23(c) are deleted; (e) subsection 23(b) and the last sentence of section 4 will apply only if an event of default occurs; and (f) all references in the Lease as it relates to this Schedule to "Lessee" and "Lessor" shall be changed to "Borrower" and "Lender" respectively. 10. STIPULATED LOSS VALUE. For purposes of this Schedule only, the "Stipulated Loss Value" of any item of Equipment during its Lease Term equals the aggregate of the following as of the date specified by Lessor: (a) all accrued and unpaid interest, late charges and other amounts due under this Schedule and the Master Lease to the extent it relates to this Schedule as of such specified date, plus (b) the remaining principal balance due and payable by Lessee under this Schedule as of such specified date, plus (c) interest on the amount described in the foregoing clauses (a) and (b) at the Overdue Rate commencing with the specified date; provided, that the foregoing calculation shall not exceed the maximum amount which may be collected by Lessor from Lessee under applicable law in connection with enforcement of Lessor's rights under this Schedule and the Master Lease to the extent it relates to this Schedule. Page 2 of 4 11. LESSEE TO PAY ALL TAXES. For purposes of this Schedule and its Equipment only: Lessee shall pay any and all Taxes relating to this Schedule and its Equipment directly to the applicable taxing authority; Lessee shall prepare and file all reports or returns concerning any such Taxes as may be required by applicable law or regulation (provided, that Lessor shall not be identified as the owner of the Equipment in such reports or returns); and Lessee shall, upon Lessor's request, send Lessor evidence of payment of such Taxes and copies of any such reports or returns. 12. LESSEE'S ASSURANCES. Lessee irrevocably and unconditionally: (a) reaffirms all of the terms and conditions of the Master Lease and agrees that the Master Lease remains in full force and effect; (b) agrees that the Equipment is and will be used at all times solely for commercial purposes, and not for personal, family or household purposes; and (c) incorporates all of the terms and conditions of the Master Lease as if fully set forth in this Schedule. 13. REPRESENTATIONS AND WARRANTIES: Lessee represents and warrants that: (a) Lessee is a corporation, partnership or proprietorship duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to do business and is in good standing under the laws of each other state in which the Equipment is or will be located; (b) Lessee has full power, authority and legal right to sign, deliver and perform the Master Lease, this Schedule and all related documents and such actions have been duly authorized by all necessary corporate/partnership/ proprietorship action; and (c) the Master Lease, this Schedule and each related document has been duly signed and delivered by Lessee and each such document constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms. 14. CONDITIONS. No lease of Equipment under this Schedule shall be binding on Lessor, and Lessor shall have no obligation to purchase the Equipment covered hereby, unless: (a) Lessor has received evidence of all required insurance; (b) in Lessor's sole judgment, there has been no material adverse change in the financial condition or business of Lessee or any guarantor; (c) Lessee has signed and delivered to Lessor this Schedule, which must be satisfactory to Lessor, and Lessor has signed and accepted this Schedule; (d) no change in the Code or any regulation thereunder, which in Lessor's sole judgment would adversely affect the economics to Lessor of the lease transaction, shall have occurred or shall appear to be imminent; (e) Lessor has received, in form and substance satisfactory to Lessor, such other documents and information as Lessor shall reasonably request; and (f) Lessee has satisfied all other reasonable conditions established by Lessor. 15. OTHER DOCUMENTS: EXPENSES: Lessee agrees to sign and deliver to Lessor any additional documents deemed desirable by Lessor to effect the terms of the Master Lease or this Schedule including, without limitation, Uniform Commercial Code financing statements which Lessor is authorized to file with the appropriate filing officers. Lessee hereby irrevocably appoints Lessor and any designee of Lessor as Lessee's attorney-in-fact with full power and authority in the place of Lessee and in the name of Lessee to prepare, sign, amend, file or record any Uniform Commercial Code financing statements or other documents deemed desirable by Lessor to perfect, establish or give notice of Lessor's interests in the Equipment or in any collateral as to which Lessee has granted Lessor a security interest. Lessee shall pay upon Lessor's written request any reasonable actual out-of-pocket costs and expenses paid or incurred by Lessor in connection with the above terms of this section or the funding and closing of this Schedule. 16. Solely for the purposes of this Schedule, Lessee and Lessor agree to the following changes in the Master Lease. (a) The last sentence of Section 4 of the Master Lease is hereby deleted in its entirety. (b) Subsection 15(b) is amended and restated in its entirety as follows: (b) Lessor or its agent may repossess any or all Equipment wherever found, may enter the premises during regular business hours where the Equipment is located and disconnect, render unusable and remove it. [This space is intentionally left blank.] Page 3 of 4 17. PURCHASE ORDERS AND ACCEPTANCE OF EQUIPMENT. Lessee agrees that (i) Lessor has not selected, manufactured, sold or supplied any of the Equipment, (ii) Lessee has selected all of the Equipment and its suppliers, and (iii) Lessee has received a copy of, and approved, the purchase orders or purchase contracts for the Equipment. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a) LESSEE HAS RECEIVED, INSPECTED AND APPROVED ALL OF THE EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS OR CONTRACTS AND ALL APPLICABLE SPECIFICATIONS; (c) LESSEE IRREVOCABLY ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS" WITH ALL FAULTS; AND (d) LESSEE UNCONDITIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO REVOKE ITS ACCEPTANCE OF THE EQUIPMENT. LESSEE HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS SCHEDULE. LESSEE AGREES THAT THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS WITH LESSOR REGARDING THE EQUIPMENT OR THIS SCHEDULE. BANC ONE LEASING CORPORATION COLONIAL FULL SERVICE CAR WASH, INC. (Lessor) (Lessee) By: /s/ Mary Heubach By: /s/ Robert M. Kramer ----------------- -------------------- Title: Funding Authority Title: Vice President Acceptance Date: 8/29/02 Witness: /s/ Mark Warren Page 4 of 4 MASTER LEASE ADDENDUM Dated as of June 10, 2002 Master Lease Agreement Dated as of June 10, 2002 Lessee: COLONIAL FULL SERVICE CAR WASH, INC. Reference is made to the above Master Lease Agreement as amended ("Master Lease") by and between Banc One Leasing Corporation ("Lessor") and the above lessee ("Lessee"). This Addendum modifies the terms and conditions of the Master Lease. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein. As part of the valuable consideration to induce the execution of the Master Lease, Lessor and Lessee hereby agree as follows. 1. Section 17 of the Master Lease is hereby amended and restated in its entirety as follows. 17. FINANCIAL REPORTS: Lessee shall to furnish to Lessor: (a) annual financial statements setting forth the financial condition and results of operation of Lessee (financial statements shall include balance sheet and income statement) within 120 days of the end of each fiscal year of Lessee; (b) upon Lessor's request, quarterly financial statements setting forth the financial condition and results of operation of Lessee within 60 days of the end of each of the first three fiscal quarters of Lessee; and (c) such other financial information as Lessor may from time to time reasonably request including, without limitation, financial reports filed by Lessee with federal or state regulatory agencies. All such financial information shall be prepared in accordance with generally accepted accounting principles. If Lessee fails to furnish the annual financial statements to Lessor within 30 days of Lessor's written request, then Lessor may, at its option, charge Lessee a non-performance fee equal to all the rentals due under the Lease for the then current month (unless otherwise prohibited by law) and such fees shall be deemed to be additional rent, payable by Lessee on demand. Notwithstanding the foregoing, Lessee shall not be required to furnish the statements or information described in (a), (b), and (c) above so long as Lessee is required to furnish annual financial statements and other financial information to Bank One NA (successor by merger to Bank One, Texas NA). 2. The first sentence in Section 21 of the Master Lease is amended and restated as follows. Lessor and any assignee of Lessor, upon written notice to Lessee, may sell, assign, transfer or grant a security interest in all or any part of Lessor's rights, obligations, title or interest in the Equipment, the Lease, any Schedule or the amounts payable under the Lease or any Schedule to any entity ("transferee"). The transferee shall succeed to all of Lessor's rights in respect to the Lease (including, without limitation, all rights to insurance and indemnity protection described in the Lease). 3. Except as expressly amended by this Addendum and other written instruments signed by the party to be bound, the Master Lease remains unchanged and in full force and effect. The modifications made pursuant to this Addendum shall apply to all existing and future Schedules under the Master Lease, and shall apply to all Schedules owned by Lessor or an assignee of Lessor for which Lessor executes this Addendum as such assignee's agent. IN WITNESS, the parties hereto have executed this Addendum as of the date referenced above. COLONIAL FULL SERVICE CAR WASH, INC. BANC ONE LEASING CORPORATION (Lessee) (Lessor) By: /s/ Gregory M. Krzemien By: /s/ Mary Heubach ----------------------- -------------------- Title: CFO and Treasurer Title: Funding Authority ----------------- ----------------- Page 1 of 1 [LOGO] Banc One Leasing Corporation SCHEDULE A-1 EQUIPMENT LEASED HEREUNDER QUANTITY DESCRIPTION PAGE 1 EQUIPMENT LOCATION: 3022 South Cooper Arlington, TX 76015 COUNTY: Tarrant EQUIPMENT COST: $39,059.38 1 EIS-5000 - EMISSION ANALYZER TOGETHER WITH ALL ATTACHMENTS, ADDITIONS, ACCESSIONS, PARTS, REPAIRS, IMPROVEMENTS, REPLACEMENTS AND SUBSTITUTIONS THERETO. This Schedule A-1 is attached to and made a part of Lease Number 1000114783 and constitutes a true and accurate description of the equipment. Lessee:COLONIAL FULL SERVICE CAR WASH, INC By: /s/ Robert M. Kramer --------------------- Date: 8/28/02 scheda-1,057