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Document Preview Lease with Purchase Option Agreement |
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Title: |
Lease with Purchase Option Agreement |
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Entities: |
Cal Dive International, Inc.; Banc of America Leasing & Capital, LLC; Canyon Offshore Ltd.; Cal Dive International Inc. |
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Date: |
2003 |
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Size: |
Preview shows 8KB of 44KB total |
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Price: |
$43 |
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ID: |
#169390 |
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LEASE WITH PURCHASE OPTION AGREEMENT
====================================
[FRESHFIELDS BRUCKHAUS DERINGER LOGO]
{PAGE}
CONTENTS
PAGE
----
1. CONDITIONS PRECEDENT.......................................... 1
2. LEASE AGREEMENT............................................... 1
3. ACCEPTANCE.................................................... 2
4. TERM OF LEASE; RENTALS........................................ 2
5. NET LEASE; DISCLAIMER OF WARRANTIES........................... 2
6. USE, MAINTENANCE, LOCATION.................................... 3
7. LOSS AND DAMAGE............................................... 4
8. INSURANCE..................................................... 4
9. INDEMNITIES................................................... 5
10. RETURN OF UNITS............................................... 6
11. END OF TERM PURCHASE.......................................... 6
12. EARLY TERMINATION............................................. 6
13. LESSEE REPRESENTATIONS AND AGREEMENTS......................... 7
14. PERSONAL PROPERTY............................................. 7
15. DEFAULT AND REMEDIES.......................................... 7
16. ASSIGNMENT.................................................... 10
17. FINANCIAL AND OTHER DATA...................................... 10
18. INSPECTION; NON-INTERFERENCE.................................. 11
19. OTHER CHARGES; APPLICATION.................................... 11
20. MISCELLANEOUS................................................. 11
21. COUNTERPARTS.................................................. 13
22. CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999................... 13
{PAGE}
THIS LEASE WITH PURCHASE OPTION AGREEMENT is made on 31 July 2003
BETWEEN:
(1) BANC OF AMERICA LEASING & CAPITAL, LLC, a Delaware limited liability
company having an office at 2059 Northlake Parkway, 4 South, Tucker, GA
30084 (LESSOR); and
(2) CANYON OFFSHORE LTD (Company number SC210524) a company incorporated
under the laws of Scotland whose registered office is at Investment
House, 6 Union Row, Aberdeen, Scotland (LESSEE).
WHEREAS:
(A) The Lessor has agreed to purchase the Units from the Lessee pursuant to a
purchase agreement;
(B) The Lessor has agreed to hire the Units to the Lessee and the Lessee has
agreed to take the Units on hire from the Lessor in accordance with and subject
to the terms and conditions set out in this Agreement.
IT IS AGREED as follows:
1. CONDITIONS PRECEDENT
1.1 Completion of the lease contemplated by this Agreement shall be conditional
upon the following conditions having been fulfilled:
(a) the ownership of the Units having been transferred from the Lessee to
the Lessor pursuant to a sale and purchase agreement of even date
herewith (the SALE AND PURCHASE AGREEMENT);
(b) the Lessor having received evidence satisfactory to Lessor that Lessee
is taking the required steps to ensure due compliance with the
provisions of this Agreement as to insurance;
(c) the Lessor having received the following legal opinions, in each case
in satisfactory form and substance to the Lessor, acting reasonably:
(i) A legal opinion from Freshfields Bruckhaus Deringer, in
relation to the laws of England; and
(ii) A legal opinion in relation to the Lessee from Ledingham
Chalmers in relation to the laws of Scotland; and
(d) The Lessor having received guarantees, in a form acceptable to the
Lessor, from Cal Dive International, Inc. and Canyon Offshore, Inc.
guaranteeing the obligations of the Lessee under the Agreement.
2. LEASE AGREEMENT
2.1 Subject to the terms and conditions hereof, Lessor shall lease to Lessee,
and Lessee shall lease from Lessor, the items of personal property (collectively
with all attachments and accessories thereto, the UNITS as defined below).
{PAGE}
2.2 The Units, which have a cost to Lessor (LESSOR'S COST) in the aggregate of
$12,000,000, inclusive of taxes, shipping, installation and other related
expenses, if any (SOFT COSTS), are as follows:
{Table}
{Caption}
LESSOR'S COST
(INCL. SOFT COSTS)
QUANTITY DESCRIPTION SERIAL NO. ($)
--------- ---------------------------- ------------ ------------------
{S} {C} {C} {C}
1 Remote Controlled Vehicle Triton XLS-1 4,000,000
1 Technicorp-Coflexip Trencher T750-01 8,000,000
System
EQUIPMENT TOTAL: 12,000,000
PAYMENT TOTAL: 13,030,453.80
{/Table}
3. ACCEPTANCE
3.1 Lessee acknowledges and represents that the Units:
(a) have been delivered to and received and inspected by Lessee;
(b) are in good operating order, repair, condition and appearance;
(c) are of the manufacture, design and capacity selected by Lessee and are
suitable for the purposes for which the Units are leased, and are
acceptable and satisfactory to Lessee;
(d) do not require any additions or modifications to make them suitable for
use, other than ancillary modifications or additions normally made by
lessees of similar assets, and are available for use and lease by
Lessee and Lessor; and
(e) have been irrevocably accepted as "Units" leased by Lessee under this
Agreement.
4. TERM OF LEASE; RENTALS
4.1 The term of the Lease for any Unit is for a Base Term of sixty (60) months,
beginning on 1 August 2003 (the BASE DATE).
4.2 Base Rent shall be payable in arrears in sixty (60) consecutive
installments of $217,174.23 each.
5. NET LEASE; DISCLAIMER OF WARRANTIES
5.1 The lease consitituted by this Agreement (the LEASE) is a net lease. All
costs, expenses and other liabilities associated with the Units shall be borne
solely by Lessee.
5.2 Lessee's obligation to pay rent and all other obligations under the Lease
are absolute and unconditional, and not subject to any abatement, deferment,
reduction, withholding, setoff, defense, counterclaim or recoupment for any
reason whatsoever. To the extent that the Lessee may be required by law to make
any payment subject to the deduction or withholding tax it shall increase the
amount payable to ensure that the amount received by the Lessor is the amount
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