Equipment Lease Purchase Agreement

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COMPANY NAME

EQUIPMENT LEASE PURCHASE AGREEMENT

THIS EQUIPMENT LEASE PURCHASE AGREEMENT made and entered into as of [Dated Date] between [Lessor Name], as Lessor, whose mailing address is _______________________, and ____________________________, as Lessee, whose mailing address is ______________________________________________.

For and in consideration of the mutual promises and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

Definitions. Unless the context otherwise clearly requires, the following

terms shall have the respective meanings set forth below for all purposes of this Agreement.

“Acceptance Certificate” means a certificate in substantially the form attached

hereto as Exhibit “C” and which shall be delivered by Lessee to Lessor upon receipt and

acceptance of all of the Equipment as provided in Paragraph 10 hereof.

“Additional Payments” means any amounts (other than Rental Payments) required

to be paid by Lessee pursuant to the terms of this Agreement.

“Agreement” means this Equipment Lease-Purchase Agreement, as supplemented

and amended from time to time in accordance with Paragraph 32 hereof.

 “Code” means the Internal Revenue Code of 1986, as amended. Each reference to

a section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder.

“Dated Date” means the date hereinabove first written.

“Equipment” means (a) the equipment, vehicles and other personal property

identified in Exhibit “A” hereto (subject to substitution of other property as permitted by

Exhibit A), (b) any property acquired in substitution, renewal, repair or replacement for or as additions, improvements, accessions and accumulations to any of such equipment and (c) any accessories, equipment, vehicles and other personal property, parts and appurtenances appertaining or attached to any of such equipment, vehicles and other personal property or fromtime to time incorporated therein or installed thereon.

“Escrow Account” means the Escrow Account established pursuant to the Escrow

Account Agreement.

“Escrow Account Agreement” means the Escrow Account Agreement dated the

Dated Date, relating to the establishment of the Escrow Account, attached as Exhibit I.

DOCSSF1:833233.5

 “Escrow Account Holder” means _____________ Bank in (City and State/Country)

“Event of Default” is defined in Paragraph 25 hereof.

“Event of Nonappropriation” means a nonrenewal of the term of this Agreement

by Lessee, determined by the failure of the governing body of Lessee to appropriate moneys sufficient to pay the Rental Payments and reasonably estimated Additional Payments for the next succeeding Renewal Term as provided herein. An “Event of Nonappropriation” is not an “Event of Default.”

“Fiscal Period” means the annual or biennial period used from time to time by

Lessee for its financial accounting and budgeting purposes. Lessee's current Fiscal Period is the twelve month period ending June 30.

“Initial Term” means the period from the Dated Date to midnight of the last day

of Lessee's current Fiscal Period.

“Lease Interests” means any fractional interests in this Agreement, including, but

not limited to, interests evidenced by trust receipts, beneficial interests or certificates of

participation.

“Lessee” means the entity referred to as Lessee in the first paragraph of this

Agreement.

“Lessor” means (a) the entity referred to as Lessor in the first paragraph of this

Agreement or (b) any assignee or transferee of any right, title or interest of Lessor in and to the Equipment, the Escrow Account or this Agreement (including Rental Payments) pursuant to Paragraph 28 hereof, but does not include any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform hereunder.

 “Net Proceeds” means the amount remaining from the gross proceeds of any

insurance claim or condemnation award after deducting all expenses (including attorneys' fees) incurred in the collection of such claim or award.

 “Payments” means the Rental Payments and the Additional Payments,

collectively.

“Prepayment Option Amount” means the amount determined pursuant to Paragraph 7 hereof at which Lessee may prepay the aggregate principal component of Rental

Payments on any Rental Payment date for which a Prepayment Option Amount is identified under the column titled “PREPAYMENT OPTION AMOUNT” on the Rental Payment Schedule prior to the scheduled payment of all Rental Payments to be paid hereunder for the Equipment.

“Purchase Price” means the total cost of the Equipment, including all delivery

charges, installation charges, legal fees, financing costs, motor vehicle registration fees,