EXHIBIT 10.19
Kentucky Agreement to Lease
Equipment (with Warranty) by and between The Magdovitz Family Trust
and KY USA Energy, Inc. dated July 18, 2008
KENTUCKY AGREEMENT TO LEASE
EQUIPMENT (with Warranty)
THIS AGREEMENT TO LEASE EQUIPMENT
(“Lease”) is made and effective this 18
th day of July, 2008, by and between THE
MAGDOVITZ FAMILY TRUST, Bernie Magdovitz, Trustee , of 901
Harbor Drive, Belleair Beach, Florida, 33786, hereinafter referred
to as LESSOR, and KY USA ENERGY, INC., a Kentucky
Corporation, of P. O. Box 3008, London, Kentucky, 40743,
hereinafter referred to as LESSEE.
LESSOR desires to lease to LESSEE, and LESSEE
desires to lease from LESSOR, certain tangible personal
property.
NOW, THEREFORE, in consideration of the mutual
covenants and promises hereinafter set forth, the parties hereto
agree as follows:
LESSOR hereby leases to LESSEE, and LESSEE
hereby leases from LESSOR, the following described equipment (the
“Equipment”): All equipment listed in Attachment
#1.
The term of this Lease shall commence on the
____ day of ____________, 2008, and shall expires forty-two (42)
months thereafter.
LESSEE shall be responsible for shipping the
Equipment to LESSEE’S premises.
The monthly rent for the Equipment shall be paid
in advance in installments of $7,318.91 each month,
beginning on August 1, 2008 and on the first day of each succeeding
month throughout the term hereof, at 901 Harbor Drive, Belleair
Beach, Florida 33786, or at such other place as LESSOR may
designate from time to time. Any installment payment not
made by the tenth (10 th )
day of the month shall be considered overdue and in addition to
LESSOR’S other remedies, LESSOR may levy a late payment
charge equal to five percent (5%) per month on any overdue amount.
Rent for any partial month shall be prorated.
LESSEE shall use the Equipment in a careful and
proper manner and shall comply with and conform to all national,
state, municipal, police and other laws, ordinances and regulations
in any way relating to the possession, use or maintenance of the
Equipment.
LESSOR WARRANTS THAT LESSOR HAS THE RIGHT TO
LEASE THE EQUIPMENT, AS PROVIDED IN THIS LEASE.
LESSEE, at its own cost and expense, shall keep
the Equipment in good repair, condition and working order and shall
furnish any and all parts, mechanisms and devises required to keep
the Equipment in good mechanical working order.
A. LESSEE hereby assumes and shall
bear the entire risk of loss and damage to the Equipment from any
and every cause whatsoever. No loss or damage to the Equipment or
any part thereof shall impair any obligation of LESSEE under this
Lease which shall continue in full force and effect through the
term of the Lease.
B. In the event of loss of damage of
any kind whatever to the Equipment, LESSEE shall, at LESSOR’S
option:
(a) Place the same in good repair,
condition and working order; or
(b) Replace the
same with like equipment in good repair, condition and working
order; or
(c) Pay to LESSOR the replacement cost of the
Equipment.
(d) Continue to make all payments required by
this agreement as scheduled.
Upon the expiration or earlier termination of
this Lease, LESSEE shall return the Equipment to LESSOR in good
repair, condition and working order, ordinary wear and tear
resulting from proper use thereof alone excepted, by delivering the
Equipment at LESSEE’S cost and expense to such place as
LESSOR shall specify within the city of county in which the same
was delivered to LESSEE, or at LESSEE’S option. At
the end of forty-two (42) months, the equipment will be deemed to
be worn out and LESSEE is hereby granted the option to purchase
same for $1.00.
LESSEE shall procure and continuously maintain
and pay for:
A. All risk insurance against loss of
and damage to the Equipment for not less than the full replacement
value of the Equipment, naming LESSOR as loss payee,
and;
B. Combined public liability and
property damage insurance with limits as approved by LESSOR, naming
LESSOR as additionally named insured and a loss payee.
The insurance shall be in such form and with
such company or companies as shall be reasonably acceptable to
LESSOR, shall provide at least thirty (30) days advance written
notice to LESSOR of any cancellation, change or modification, and
shall provide primary coverage for the protection of LESSEE and
LESSOR without regard to any other coverage carried by LESSEE or
LESSOR protecting against similar risks. LESSEE shall provide
LESSOR with an original policy or certificate evidencing such
insurance. LESSEE hereby appoints LE
