Exhibit
10.02
*LEAS8760*
MACHINE
TOOLS EQUIPMENT SCHEDULE
SCHEDULE
NO. 001
DATED
THIS August 21,
2009
TO
MASTER LEASE AGREEMENT
DATED
AS OF August 21,
2009
Lessor
& Mailing Address:
Lessee
& Mailing Address:
General
Electric Capital Corporation
Masland
Carpets, LLC
10
Riverview Drive
2208 S.
Hamilton Street
Danbury,
CT 06810-6268
Dalton,
GA 30721
This
Schedule is executed pursuant to, and incorporates by reference the
terms and 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 collectively 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 Type of Equipment
1
$1,479,206.00
Tuftco
674702339-LLC
2009
165
Velva
Loop/Level Loop Cut Tufting Machine
1
$1,473,879.49
Tuftco
665972329-LLC
2008
165
Split
Cam, 1/10 Guage, Staggered Needle, Level Loop Cut Tufting
Machine
Equipment
immediately listed above is located at: 209 Carpet Drive,
Atmore, Escambia County, AL 36502
1
$1,627,468.00
Tuftco
674982358-A
2009
175
Colortron
Cut Pile Tufting Machine
Equipment
immediately listed above is located at: 3641 Highway 411
North, Chatsworth, Murray County, GA 30705
and
including all Purchase Orders, additions, attachments, accessories
and accessions thereto, and any and all substitutions, upgrades,
replacements or exchanges therefor, and all insurance and/or other
proceeds thereof.
B.
Financial
Terms
|
1.
|
Advance Rent (if
any): Not Applicable
|
5.
|
Basic Term
Commencement Date: 9/1/09
|
|
2.
|
Capitalized
Lessor's Cost: $ 4,580,553.49
|
6.
|
Lessee Federal Tax
ID No.: 020739755
|
|
3.
|
Basic Term (No. of
Months): 60 Months.
|
7.
|
Last Delivery
Date: August 21, 2009 **
|
|
4.
|
Basic Term Lease
Rate Factor: 0.01563922
|
8.
|
Daily Lease Rate
Factor: 0.00025000
|
**
Conditions Precedent to Leasing/Funding: All of the terms and
conditions set forth in this Lease are subject to the satisfaction
of all the following conditions precedent no later than the Last
Delivery Date, each in form and substance satisfactory to Lessor at
its sole discretion: (i) all of the conditions precedent set
forth in the Agreement (including Section 1 thereof), this Schedule
and the other Documents relating to this Schedule; (ii) no Event of
Default or event which with the passage of time or the giving of
notice would become an Event of Default has occurred under the
Agreement; (iii) as of the Last Delivery Date, there will have
been, since the date that this Schedule is delivered to the Lessee
for execution, no adverse change (as determined by Lessor in its
sole discretion) in the business prospects or projections,
operations, management, financial or other conditions of the
Lessee, any affiliate of Lessee, any
Guarantor,
or any other party to whom Lessor may have recourse in regard to
this Lease, or in the industry in which Lessee or Guarantor or such
other party operates, or a change in control of any one of the
aforesaid parties; and (iv) the absence, during the period from the
date that this Schedule is delivered to the Lessee for execution to
the Last Delivery Date, of any disruption of, or adverse change in,
the leasing or lending market, leasing or loan syndication, or
financial, banking or capital markets conditions. If any such
condition precedent is not so satisfied by the Last Delivery Date,
Lessor shall have no obligation to proceed with the transactions
contemplated under this Schedule or any other Documents related to
this Schedule.
9.
First
Termination Date: Thirty-six ( 36 ) months
after 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 days in the Interim Period.
Interim Rent shall be due on
8/31/09 .
11.
Basic
Term Rent. Commencing on
10/1/09 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" ) the product of the Basic Term Lease Rate
Factor times the Capitalized Lessor's Cost of all Equipment on this
Schedule.
12.
Tax
Administration Fee. As compensation for Lessor’s internal and
external costs in the administration of Taxes related to each unit
of Equipment, Lessee agrees to pay Lessor a tax administrative fee
equal to $12 per unit of Equipment per year during the Lease Term
of such unit of Equipment, not to exceed the maximum permitted by
applicable law ("Tax Administration Fee"). The Tax Administrative
Fee (at Lessor’s sole discretion) may be increased by an
amount not exceeding 10% thereof for each subsequent year of the
Lease Term to reflect Lessor’s increased cost of
administration and Lessor will notify Lessee of any such increase
by indicating such increased amount in the relevant invoice or in
such other manner as Lessor deems appropriate.
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 the adjusted basis as of the beginning
of such year will yield a larger allowance.
2.
Recovery
Period: 5 years .
3.
Basis:
100 % of the Capitalized Lessor's Cost.
D.
Property
Tax
APPLICABLE
TO EQUIPMENT LOCATED IN ALABAMA AND GEORGIA: 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 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 MASLAND
CARPETS, LLC (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
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 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 AND REMEDIES 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
Basic
1
106.654
31
70.344
2
105.681
32
69.017
3
104.674
33
67.551
4
103.657
34
66.199
5
102.629
35
64.833
6
101.588
36
63.323
7
100.529
37
59.817
61.930
8
99.451
38
58.458
60.523
9
98.354
39
56.732
58.748
10
97.238
40
55.020
56.987
11
96.150
41
53.612
55.531
12
94.962
42
52.189
54.060
13
93.889
43
50.665
52.487
14
92.807
44
49.213
50.987
15
91.410
45
47.642
49.368
16
90.190
46
46.164
47.841
17
88.956
47
44.670
46.299
18
87.709
48
43.060
44.640
19
86.449
49
41.544
43.077
20
85.195
50
40.017
41.500
21
83.887
51
38.194
39.630
22
82.684
52
36.384
37.772
23
81.482
53
