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Exhibit 10.16  


LASALLE NATIONAL LEASING CORPORATION  


 
 

EQUIPMENT LEASE AGREEMENT    
    


        THIS EQUIPMENT LEASE AGREEMENT (the "Lease") is made as of the 29th day of December, 1997, by and between LASALLE NATIONAL LEASING CORPORATION, its successors and
assigns ("Lessor"), and APPLIED EXTRUSION TECHNOLOGIES, INC., its successors and permitted assigns ("Lessee"). 



        The
parties agree that Lessee shall lease from Lessor the property (the "Equipment") described in the Equipment Schedule(s) to be executed pursuant hereto (collectively, the "Equipment
Schedule"), subject to the terms set forth herein, in the Riders annexed hereto and in the Equipment Schedule. Certain definitions and construction of certain of the terms used herein are provided in
Section 19 hereof. 


        1.     TERM.    The
term of lease with respect to any item of the Equipment shall be the term set forth in the Equipment Schedule relating thereto; provided, however,
that this Lease shall be effective from and after the date of execution hereof. 



        2.     RENT.    Lessee
shall pay Lessor the rental installments in the aggregate amounts specified in the Equipment Schedule, without prior notice or demand, and all
other amounts payable pursuant to this Lease (such installments and other amounts, the "rent"). Each Equipment Schedule constitutes a non-cancelable net lease, and Lessee's obligation to pay rent, and
to otherwise perform its obligations under this Lease, each such Equipment Schedule and all of the other documents and agreements entered in connection herewith (collectively, the "Lease Documents"),
are and shall be absolute and unconditional and shall not be affected by any right of setoff, counterclaim, recoupment, deduction, defense or other right which Lessee may have against Lessor, the
manufacturer or vendor of the Equipment (the "Suppliers"), or anyone else, for any reason whatsoever. Rental installments are payable as and when specified in the Equipment Schedule by mailing the
same to Lessor at its address specified pursuant to this Lease; and payments of rent shall be effective upon receipt. Timeliness of Lessee's payment and its other performance under the Lease Documents
is of the essence. If any rent is not paid on the due date, Lessor may collect, and Lessee agrees to pay, a charge (the "Late Charge") calculated as the product of the late charge rate specified in
the Equipment Schedule (the "Late Charge Rate") and the amount in arrears for the period such amount remains unpaid. 


        3.     REPRESENTATIONS
AND WARRANTIES OF LESSEE.    Lessee represents and warrants that: (a) Lessee is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation. (b) The execution, delivery and performance of the Lease Documents: (1) have been duly authorized by all necessary
corporate action on the part of Lessee; (2) do not require the approval of any stockholder, trustee or holder of any obligations of Lessee except such as have been duly obtained; and
(3) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute a
default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or
its property is bound the contravention and/or creation of which would have a material adverse effect on Lessee. (c) Each of the Lease Documents, when entered into, will constitute legal, valid
and binding obligations of Lessee enforceable against Lessee, in accordance with the terms thereof, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally, and by applicable law (or equitable rights) which may affect creditors' rights generally. (d) There are no pending actions or
proceedings to which 


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Lessee
is a party (and as to which Lessee has received written notice), and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator
or administrative agency, which, either individually or in the aggregate, would materially and adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligations
or remain in compliance with the Lease Documents. Further, Lessee is not in default (as of the date of execution hereof, and Lessee has no knowledge of the occurrence of any event which, with the
giving of notice or the lapse of time, or both, would become a default ) under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either
individually or in the aggregate, would have the same such effect. (e) The financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with
generally accepted accounting principles consistently applied ("GAAP"), and fairly present Lessee's financial condition and the results of its operations as of the date of and for the period covered
by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations. (f) The address stated below the signature of Lessee is the
chief executive office of Lessee; and Lessee does not conduct business under a trade, assumed or fictitious name. 


        4.     FINANCIALS,
FURTHER ASSURANCES AND NOTICES.    Lessee covenants and agrees as follows: (a) Lessee will furnish Lessor (1) within one hundred
twenty (120) days after the end of each fiscal year of Lessee, a balance sheet of Lessee as at the end of such year, and the related statement of income and statement of cash flows of Lessee for such
fiscal year, prepared in accordance with GAAP, all in reasonable detail and certified by independent certified public accountants of recognized standing selected by Lessee (which shall be a "Big 4"
accounting firm); (2) within sixty (60) days after the end of each quarter, a balance sheet of Lessee as at the end of such quarter, and the related statement of income and statement of cash
flows of Lessee for such quarter, prepared in accordance with GAAP; and (3) within thirty (30) days after the date on which they are filed, all regular periodic reports, forms and other filings
required to be made by Lessee to the Securities and Exchange Commission, if any. (b) Lessee will promptly execute and deliver to Lessor such further reasonable documents, instruments and
assurances and take such further action as Lessor from time to time may reasonably request in order to carry out the intent and purpose of this Lease and to establish and protect the rights and
remedies created or intended to be created in favor of Lessor under the Lease Documents. (c) Lessee shall provide written notice to Lessor: (1) thirty (30) days prior to any contemplated
change in the name or address of the chief executive office of Lessee; (2) promptly upon the occurrence of any Default (as hereinafter defined) or event which, with the lapse of time or the
giving of notice, or both, would become a Default (a "default"; except as used in Sections 15 and 16); and (3) promptly upon Lessee becoming aware of any alleged material violation of applicable law
relating to the Equipment or this Lease. 


        5.     CONDITIONS
PRECEDENT.    Lessor's obligations under each Equipment Schedule, including its obligation to purchase and lease any Equipment to be leased
thereunder, are conditioned upon Lessor's reasonable determination that all of the following have been satisfied (or waived, at Lessor's sole discretion): (a) Lessor having received the
following, in form and substance satisfactory to Lessor: (1) evidence as to due compliance with the insurance provisions hereof; (2) Uniform Commercial Code financing statements and all
other filings and recordings as required by Lessor; (3) certificate of Lessee's Secretary certifying: (i) resolutions of Lessee's Board of Directors duly authorizing the leasing of the
Equipment hereunder and the execution, delivery and performance of this Lease and the Equipment Schedule and all related instruments and documents, and (ii) the incumbency and signature of the
officers of Lessee authorized to execute such documents; (4) an opinion of counsel for Lessee as to each of the matters set forth in sub-parts (a) through (d) of Section 3 hereof;
(5) the only manually executed original of the Equipment Schedule and all other Lease Documents; (6) IRS Form W-9, Payer Request for Taxpayer Identification Number, executed by Lessee;
and (7) such other documents, agreements, instruments, certificates, opinions, assurances, as Lessor reasonably may require. (b) All representations and warranties provided in favor of
Lessor in any of 


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the
Lease Documents shall be true and correct on the effective date of such Equipment Schedule with the same effect as though made as of such date (Lessee's execution and delivery of the Equipment
Schedule shall constitute an acknowledgment of the same). (c) There shall be no default or Default under the Equipment Schedule or any other Lease Documents. (d) On the effective date of
the Equipment Schedule, Lessor shall have received good title to the Equipment to be leased thereunder, free and clear of any lien, claim or encumbrance of any kind. (e) The purchase price
payable by Lessor to Lessee to acquire the Equipment shall be applied to pay down the obligations of Lessee pursuant to that certain Credit Agreement dated as of April 7, 1994, between Lessee
and Chase Manhattan Bank, ET AL. (the "Credit Agreement"), in accordance with the terms of the Credit Agreement. Lessee's obligations under each Equipment Schedule, this Lease and the Bill of Sale,
including Lessee's obligation to sell the Equipment to Lessor pursuant to the Bill of Sale, are conditioned upon Lessee's receipt from Lessor by federal wire transfer or other immediately available
funds in the amount of the Total Invoice Cost set forth on Equipment Schedule Nos. 1 through 8 hereof, which amounts shall not be less than Thirty Million Dollars ($30,000,000). 



        6.     DELIVERY;
INSPECTION AND ACCEPTANCE BY LESSEE.    Upon execution hereof, Lessee shall execute and deliver to Lessor Equipment Schedules containing a complete
description of the Equipment; whereupon, as between Lessor and Lessee, the same shall be deemed to have been finally accepted by Lessee pursuant to this Lease. 


        7.     USE
AND MAINTENANCE.    (a) Lessee shall: (1) use the Equipment solely in the Continental United States and in the conduct of its business,
consistent with Lessee's past practice, and shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other
materials relating thereto, (i) in accordance and consistent with (A) the Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished
or entered into, including any subsequent amendments or replacements thereof, consistent with Lessee's past practice, (B) the requirements of all applicable insurance policies, (C) all
applicable laws, and (D) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable
equipment owned or leased by it; and (ii) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when
delivered to Lessee hereunder, except for ordinary wear and tear; (3) not change the location of any Equipment as specified in the Equipment Schedule without prior written notice to Lessor;
(4) not attach or incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of
equipment; and (5) cause each principal item of the Equipment to be continually marked, in a plain and distinct manner, with the name of Lessor followed by the words "Owner and Lessor," or
other appropriate words designated by Lessor on labels furnished by Lessor. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which become worn out, lost, destroyed,
damaged beyond repair or otherwise permanently rendered unfit for use, by new or reconditioned replacement parts which are free and clear of all liens, encumbrances or rights of others and have a
value, utility and remaining useful life at least equal to the parts replaced. Title to all replacement parts and permanent improvements, or attachments to the Equipment which cannot be removed
without damaging the Equipment, immediately shall vest in Lessor, without cost or expense to Lessor or any further action by any other person, and such parts, improvements and additions shall be
deemed incorporated in the Equipment and subject to the terms of this Lease as if originally leased hereunder, if such parts are essential to the operation of the Equipment or cannot be detached from
the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without the
addition thereof. Lessee shall not make any material alterations to the Equipment without prior written notice to Lessor, provided that such material alterations do not adversely affect the value,
utility and remaining useful life which the Equipment would have had without the addition thereof. (c) Upon forty-eight (48) hours' notice, 


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Lessee
shall afford Lessor access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records at any reasonable time
during normal business hours; provided, however, if a default or Default shall have occurred and then be continuing, no notice of any inspection by Lessor shall be required. 



        8.     DISCLAIMER
OF WARRANTIES.    LESSOR IS NOT A SELLER, SUPPLIER OR MANUFACTURER (AS SUCH TERMS ARE DEFINED OR USED, AS THE CASE MAY BE, IN THE UNIFORM COMMERCIAL
CODE), OR DEALER, NOR A SELLER'S OR A DEALER'S AGENT. THE EQUIPMENT IS LEASED HEREUNDER "AS IS", AND LESSOR HAS NOT MADE, AND HEREBY DISCLAIMS LIABILITY FOR, AND LESSEE HEREBY WAIVES ALL RIGHTS
AGAINST LESSOR RELATING TO, ANY AND ALL WARRANTIES, REPRESENTATIONS OR OBLIGATIONS OF ANY KIND WITH RESPECT TO THE EQUIPMENT, EITHER EXPRESS OR IMPLIED, ARISING BY APPLICABLE LAW OR OTHERWISE,
INCLUDING ANY OF THE SAME RELATING TO OR ARISING IN OR UNDER (a) MERCHANTABILITY OR FITNESS FOR PARTICULAR USE OR PURPOSE, (b) COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE
OR (c) TORT (WHETHER OR NOT ARISING FROM THE ACTUAL, IMPLIED OR IMPUTED NEGLIGENCE OF LESSOR OR STRICT LIABILITY) OR THE UNIFORM COMMERCIAL CODE (INCLUDING ARTICLE 2A, AS HEREINAFTER DEFINED;
AND, WITHOUT LIMITING THE FOREGOING, INCLUDING, (i) ANY WARRANTIES CONTAINED IN ss.ss. 2A-210, 2A-211, 2A-212 AND 2A-213, (ii) ANY RIGHT TO DEEM LESSOR IN DEFAULT PURSUANT THERETO, AND
(iii) ALL OF LESSEE'S RIGHTS AND REMEDIES UNDER ss.ss. 2A-508 THROUGH 2A-521) OR OTHER APPLICABLE LAW WITH RESPECT TO THE EQUIPMENT, INCLUDING ITS TITLE OR FREEDOM FROM LIENS (EXCEPT AS
EXPRESSLY SET FORTH HEREIN), FREEDOM FROM TRADEMARK, PATENT OR COPYRIGHT INFRINGEMENT, FREEDOM FROM LATENT DEFECTS (WHETHER OR NOT DISCOVERABLE), CONDITION, MANUFACTURE, DESIGN, SERVICING OR
COMPLIANCE WITH APPLICABLE LAW; it being agreed that all such risks, as between Lessor and Lessee, are to be borne by Lessee; and Lessor's agreement to enter into this Lease and any Equipment Schedule
is in reliance upon the freedom from and complete negation of liability or responsibility for the specific matters waived and disclaimed herein. Lessor is not responsible for any direct, indirect,
incidental or consequential damage to or losses resulting from the installation, operation or use of the Equipment or any products manufactured thereby. All assignable warranties made by the Supplier
to Lessor are hereby assigned to Lessee for and during the term of this Lease and Lessee agrees to resolve all such claims directly with the Supplier. Provided that no default or Default has occurred
and is then continuing, Lessor fully shall cooperate with Lessee with respect to the resolution of such claims, in good faith and by appropriate proceedings at Lessee's expense. Any such claim shall
not affect in any manner the unconditional obligation of Lessee to make rent payments hereunder. 



        9.     FEES
AND TAXES.    (a) To the extent permitted by law, Lessee shall file any necessary report and return for, shall pay promptly when due, shall
otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless from: (i) all titling, recordation, documentary stamp and other fees; and
(ii) taxes (other than taxes calculated solely on the basis of net income or capital gains), assessments and all other charges or withholdings of any nature (together with any penalties, fines
or interest thereon); arising at any time upon or relating to the Equipment or this Lease or the delivery, acquisition, ownership, use, operation or leasing or other disposition of the Equipment, or
upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to
be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is
hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount
thereof. 


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Lessor
agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An
Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that no default or
Default has occurred and is continuing, if (at any time during or after the term of this Lease) Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which
Lessor has been reimbursed by Lessee), Lessor shall promptly pay to Lessee the net amount of such refund to the extent actually received. Lessee will cause all billings of such charges to Lessor to be
made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessor, and shall send a copy of any such report or return to
Lessor. If Lessee fails to pay any such charges when due, except any Imposition being contested in good faith and by appropriate proceedings as above provided for a reasonable period of time, Lessor
at its option may do so, in which event the amount so paid (including any penalty or interest incurred as a result of Lessee's failure), plus interest thereon at the Late Charge Rate, shall be paid by
Lessee to Lessor with the next periodic payment of rent. (c) As used herein, the term "Lessor" shall mean and include Lessor and the consolidated Federal taxpayer group of which Lessor is a
member. 


        10.   INTENT,
TITLE AND LIENS.    (a) The parties intend and agree that the Equipment shall remain personal property, and that Lessor's title thereto not be
impaired, notwithstanding the manner in which it may be affixed to any real property. Lessee shall obtain and deliver to Lessor, from any person having an interest in the property where the Equipment
is to be located, waivers of any lien, encumbrance or interest which such person might have or hereafter obtain or claim with respect to the Equipment. (b) It is the express intention of the
parties hereto that (1) each Equipment Schedule, incorporating by reference the terms of this Lease, constitutes a true "lease" and a "finance lease" as such terms are defined in the Uniform
Commercial Code Article 2A - Leases ("Article 2A") (whether or not Article 2A is then in effect in the State) and not a sale or retention of security interest; and (2) title to
the Equipment shall at all times remain in Lessor, and Lessee shall acquire no ownership, property, rights, equity, or interest other than a leasehold interest with the exclusive right to use the
Equipment, solely as Lessee subject to the terms and conditions hereof. If, notwithstanding the express intent of the parties, a court of competent jurisdiction determines that any Equipment Schedule
is not a true lease, but is rather a sale and extension of credit, a lease intended for security, a loan secured by the Equipment specified in such Equipment Schedule, or other similar arrangement,
the parties agree that in such event: (i) (A) in order to secure the prompt payment and performance as and when due of all of Lessee's obligations (both now existing and hereafter
arising) under each such Equipment Schedule, Lessee shall be deemed to have granted, and it hereby grants, to Lessor a first priority security interest in the following (whether now existing or
hereafter created): the Equipment leased pursuant to such Equipment Schedule and all replacements, substitutions, accessions, and proceeds (cash and non-cash; but without power of sale), including the
proceeds of all insurance policies, thereof, and (B) Lessee agrees that with respect to the Equipment, in addition to all of the other rights and remedies available to Lessor hereunder upon the
occurrence of a Default, Lessor shall have all of the rights and remedies of a first priority secured party under the UCC; and (ii) (A) the principal amount of any such obligation shall
be an amount equal to the aggregate Total Invoice Cost of all Equipment (to be amortized as provided in Clause (D) below, (B) the term of any such obligation shall be the same as the
term specified for such Equipment in the related Equipment Schedule, (C) the payments under any such obligation shall be the regular installments of rent specified in the Equipment Schedule for
such Equipment, and (D) any such obligation shall be at an interest rate that is equal to the lesser of the maximum lawful rate permitted by applicable law or the effective interest rate
calculated on the basis of the foregoing principal amount, term and payments as if the principal amount were amortized over the term of the obligation to a balloon payment of fifty-nine (59) percent
at the twenty-first (21) quarter of the term. For purposes of this sub-part (b), this Lease, the Equipment Schedule, or a photocopy of either thereof may be filed as a financing statement under the 


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UCC.
(c) Lessee may not dispose of any of the Equipment except to the extent expressly provided herein, notwithstanding the fact that proceeds constitute a part of the Equipment.
(d) Lessee further agrees to maintain the Equipment free from all claims, liens, attachments, rights of others and legal processes ("Liens") of creditors of Lessee or any other persons, other
than Liens for fees, taxes, levies, duties or other governmental charges of any kind, Liens of mechanics, materialmen, laborers, employees or suppliers and similar Liens arising by operation of law
incurred by Lessee in the ordinary course of business for sums that are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the
collection thereof (provided, however, that such proceedings do not involve any substantial danger (as determined in Lessor's sole reasonable discretion) of the sale, forfeiture or loss of the
Equipment or any interest therein). Lessee will defend, at its own expense, Lessor's title to the Equipment from such claims, Liens or legal processes. Lessee shall also notify Lessor immediately upon
receipt of notice of any Lien affecting the Equipment in whole or in part. 


        11.   INSURANCE.    Lessee
shall obtain and maintain all-risk insurance coverage with respect to the Equipment insuring against, among other things: casualty
coverage, including loss or damage due to fire and the risks normally included in extended coverage, malicious mischief and vandalism, for not less than the greater of the full replacement value or
the Stipulated Loss Value (as defined in Section 12 hereof); and public liability coverage, including both personal injury and property damage with a combined single limit per occurrence of not less
than the amount specified in the Equipment Schedule, subject to such deductible as is reasonably acceptable to Lessor. All said insurance shall be in commercially reasonable form and amount, and with
companies reasonably satisfactory to Lessor. All insurance for loss or damage to the Equipment shall provide that losses, if any, shall be payable to Lessor as loss payee and Lessee shall utilize its
reasonable efforts to have all checks relating to any such losses delivered promptly to Lessor. Lessor shall be named as an additional insured with respect to all such liability insurance. Lessee
shall pay the premiums therefor and deliver to Lessor evidence satisfactory to Lessor of such insurance coverage. Lessee shall cause to be provided to Lessor, not less than fifteen (15) days prior to
the scheduled expiration or lapse of such insurance coverage, evidence satisfactory to Lessor of renewal or replacement coverage. Each insurer shall agree, by endorsement upon the policy or policies
issued by it or by independent instrument furnished to Lessor, that (a) it will give Lessor thirty (30) days' prior written notice of the effective date of any material alteration or
cancellation of such policy; and (b) insurance as to the interest of any named additional insured or loss payee other than Lessee shall not be invalidated by any actions, inactions, breach of
warranty or conditions or negligence of Lessee or any person other than Lessor with respect to such policy or policies. The proceeds of such insurance payable as a result of loss of or damage to the
Equipment shall be applied as required by the provisions of Section 12 hereof. 



        12.   LOSS
AND DAMAGE.    Lessee assumes the risk of direct and consequential loss and damage to the Equipment from all causes (other than such as may be caused by
the gross negligence or willful misconduct of Lessor). Except as provided in this Section for discharge upon payment of Stipulated Loss Value, no loss or damage to the Equipment or any part thereof
shall release or impair any obligations of Lessee under this Lease. Lessee agrees that Lessor shall not incur any liability to Lessee for any loss of business, loss of profits, expenses, or any other
Claims resulting to Lessee by reason of any failure of or delay in delivery or any delay caused by any non-performance, defective performance, or breakdown of the Equipment, nor shall Lessor at any
time be responsible for personal injury or the loss or destruction of any other property resulting from the Equipment (other than such as may be caused by the gross negligence or willful misconduct of
Lessor). In the event of loss or damage to any item of Equipment which does not constitute a Total Loss (as hereinafter defined), Lessee shall, at its sole cost and expense, promptly repair and
restore such item of the Equipment to the condition required by this Lease. Provided that no default or Default has occurred and is continuing, upon receipt of evidence reasonably satisfactory to
Lessor of completion of such repairs, Lessor will apply any net insurance proceeds received by Lessor on account of such loss to the cost of 


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repairs.
Upon the occurrence of the actual or constructive total loss of any item of the Equipment, or the loss, disappearance, theft or destruction of any item of the Equipment or damage to any item
of the Equipment to such extent as shall make repair thereof uneconomical or shall render any item of the Equipment permanently unfit for normal use for any reason whatsoever, or the condemnation,
confiscation, requisition, seizure, forfeiture or other taking of title to or use of any item of the Equipment or the imposition of any Lien thereon by any governmental authority (as established to
the reasonable satisfaction of Lessor and Lessee; any such occurrence being herein referred to as a "Total Loss"), during the term of this Lease, Lessee shall give prompt notice thereof to Lessor. On
the next date for the payment of rent, Lessee shall pay to Lessor the rent due on that date plus the Stipulated Loss Value of the item or items of the Equipment with respect to which the Total Loss
has occurred and any other sums due hereunder with respect to that Equipment (less any insurance proceeds or condemnation award actually paid). Upon making such payment, this Lease and the obligation
to make future rental payments shall terminate solely with respect to the Equipment or items thereof so paid for and (to the extent applicable) Lessee shall become entitled thereto AS IS WHERE IS
without warranty, express or implied, with respect to any matter whatsoever. Lessor shall deliver to Lessee a bill of sale transferring and assigning to Lessee without recourse or warranty, all of
Lessor's right, title and interest in and to such Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment or
any other matters. As used in this Lease, "Stipulated Loss Value" shall mean the product of the Total Invoice Cost (designated on the appropriate Equipment Schedule) of the Equipment and the
applicable percentage factor set forth on the Schedule of Stipulated Loss Values attached to the Equipment Schedule. Stipulated Loss Value shall be determined as of the next date on which a payment of
rent is or would be due after a Total Loss or other termination of an Equipment Schedule, after payment of any rent due on such date, and the applicable percentage factor shall be that which is set
forth with respect to such rent payment. After payment of the final payment of rent due under the original term of this Lease and during any renewal term thereof, Stipulated Loss Value shall be
determined as of the date of termination of such Equipment Schedule (absent any renewal thereof) or, if during a renewal term, on the next date on which a payment of rent is or would be due after a
Total Loss or other termination of such renewal term, after payment of any rent due on such date, and the applicable percentage factor shall be the last percentage factor set forth on the Schedule of
Stipulated Loss Values attached to such Equipment Schedule. 


        13.   REDELIVERY.    Upon
the expiration or earlier termination of the term of any Equipment Schedule (or of any renewal thereof, if applicable), Lessee shall, at
its own expense, return the Equipment as provided herein to Lessor within ten (10) days (a) in the same condition as when delivered to Lessee hereunder, ordinary wear and tear resulting
from proper use thereof excepted, (b) in such operating condition as is capable of performing its originally intended use, (c) having been used, operated, serviced and repaired in
accordance with, and otherwise complying with, Section 7 hereof, and (d) free and clear of all Liens whatsoever except Liens resulting from claims against Lessor not relating to the ownership
of such Equipment. Lessee shall return the Equipment by delivering it, fully crated and ready to be shipped, at the location to which the Equipment was originally delivered or to which the Equipment
was relocated with Lessor's consent. In addition to Lessor's other rights and remedies hereunder, if the Equipment is not returned in a timely fashion, or if repairs are necessary to place any items
of Equipment in the condition required in this Section, Lessee shall continue to pay to Lessor per diem rent at the last prevailing lease rate under the applicable Equipment Schedule with respect to
such items of Equipment, for the period of delay in redelivery, or for the period of time reasonably necessary to accomplish such repairs together with the cost of such repairs, as applicable.
Lessor's acceptance of such rent on account of such delay or repair does not constitute a renewal of the term of the related Equipment Schedule or a waiver of Lessor's right to prompt return of the
Equipment in proper condition. 


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        14.   INDEMNITY.    Lessee
assumes and agrees to indemnify, defend and keep harmless Lessor, and any assignee of Lessor's rights and obligations under any Equipment
Schedule and this Lease, its agents and employees ("Indemnitees"), from and against any and all Claims (other than such as may directly and proximately result from the gross negligence or willful
misconduct of, such Indemnitees), by paying (on an after-tax basis) or otherwise discharging same, when and as such Claims shall become due, including Claims arising on account of (a) any Lease
Document, or (b) the Equipment, or any part thereof, including the ordering, acquisition, delivery, or installation of the Equipment, the possession, maintenance, use, condition, ownership or
operation of any item of Equipment, and by whomsoever owned, used or operated, during the term of any Equipment Schedule with respect to that item of Equipment, the existence of latent and other
defects (whether or not discoverable by Lessor or Lessee) any claim in tort for negligence or strict liability, and any claim for patent, trademark or copyright infringement, or the loss, damage,
destruction, removal, return, surrender, sale or other disposition of the Equipment, or any item thereof, or for whatever other reason whatsoever. Lessor shall give Lessee prompt notice of any Claim
hereby indemnified against and Lessee shall be entitled to control the defense thereof, so long as no default or Default has occurred and is then continuing; provided, however, that Lessor shall have
the right to approve defense counsel selected by Lessee. For the purposes of this Lease, the term "Claims" shall mean (to the extent made by third parties) all claims, allegations, harms, judgments,
good faith settlements entered into, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise),
losses, penalties, fines, liabilities (including strict liability), charges that Lessor has incurred or for which it is responsible, in the nature of interest, Liens, and costs (including attorneys'
fees and disbursements and any other legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or
indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or
against any person. 


        15.   DEFAULT.    (a) A
default shall be deemed to have occurred hereunder and under an Equipment Schedule ("Default") if (1) Lessee shall fail to make
any payment of rent hereunder or under an Equipment Schedule as and when due and such failure shall continue unremedied for a period of three (3) Business Days after oral or written (as
determined by Lessor) notice thereof to Lessee by Lessor; or (2) Lessee shall fail to obtain and maintain the insurance required herein; (3) Lessee shall fail to perform or observe any
other covenant, condition or agreement to be performed or observed by it under any Lease Document and such failure shall continue unremedied for a period of thirty (30) days after written notice
thereof to Lessee by Lessor; provided, however, that if such failure can be cured but cannot be cured within such thirty (30) day period, and Lessee commences efforts to effect such cure within such
thirty (30) day period and diligently pursues such efforts, then Lessee shall have an additional period of sixty (60) days to remedy such failure; or (4) Lessee shall (i) be generally
not paying its debts as they become due; or (ii) make any filing for the purpose of invoking the protection of any bankruptcy or insolvency law, or any such law is invoked against or with
respect to Lessee or its property, and any such petition filed against Lessee is not dismissed within sixty (60) days; or (5) Lessee shall make or permit any unauthorized Lien against, or
assignment or transfer of, this Lease, an Equipment Schedule, the Equipment, or any interest therein; or (6) any certificate, statement, representation, warranty or audit contained herein or
furnished with respect hereto by or on behalf of Lessee proving to have been false in any material respect at the time as of which the facts therein set forth were stated or certified, or having
omitted any substantial contingent or unliquidated liability or Claim against Lessee; or (7) Lessee shall be in default under any material (i.e., for an amount in excess of Five Millions
Dollars ($5,000,000.00)) obligation for borrowed money, for the deferred purchase price of property or any lease agreement, and (i) the applicable grace period with respect thereto shall have
expired, and (ii) if such default is other than a monetary default, then the obligee under such obligation shall have commenced the exercise of any of its remedies available with 


8





 

respect
to such obligation; or (8) Lessee shall have terminated its corporate existence, consolidated with, merged into, or conveyed (except in connection with any bona fide financing
arrangement) substantially all of its assets as an entirety to any person (such actions being referred to as an "Event"), unless not less than sixty (60) days prior to such Event: (i) such
person executes and delivers to Lessor an agreement satisfactory in form and substance to Lessor, in its sole discretion, containing such person's effective assumption, and its agreement to pay,
perform, comply with and otherwise be liable for, in a due and punctual manner, all of Lessee's obligations having previously arisen, or then or thereafter arising, under any and all of the Lease
Documents; and (ii) Lessor is satisfied as to the creditworthiness of such person, based solely upon such person's conformance to the standard criteria then used by Lessor for such purposes; or
(9) as a result of or in connection with a Change of Control, Lessee's Debt to Tangible Net Worth equals or exceeds two and one-half (2.5) times the ratio of Lessee's Debt to Tangible Net Worth
as of the date of this Lease, without the prior written consent of Lessor. As used herein, "Change of Control" shall mean either (i) a person becomes the owner or holder of 50% or more of the
outstanding voting securities of Lessee; and/or (ii) a person shall have the contractual power presently to designate 50% or more of the directors of Lessee; and "Debt" shall mean Lessee's
total liabilities which, in accordance with GAAP, would be included in the liability side of a balance sheet; and "Tangible Net Worth" shall mean Lessee's tangible net worth including the sum of the
par or stated value of all outstanding capital stock, surplus and undivided profits, less any amounts attributable to goodwill, patents, copyrights, mailing lists, catalogs, trademarks, bond discount
and underwriting expenses, organization expense and other intangibles. Accounting terms used herein shall be as defined, and all calculations hereunder shall be made, in accordance with GAAP.
(b) The occurrence of a Default with respect to any Equipment Schedule shall, at the sole discretion of Lessor, constitute a Default with respect to any or all Equipment Schedules to which it
is then a party. Notwithstanding anything set forth herein, Lessor may exercise all rights and remedies hereunder independently with respect to each Equipment Schedule. 



        16.   REMEDIES.    Without
limiting Lessor's other rights hereunder, if Lessee shall fail to pay any amount of rent hereunder or under any Equipment Schedule within
sixty (60) days after the same shall have become due, Lessee automatically shall be deemed to be in default hereunder and under said Equipment Schedule and all of Lessee's rights, but not its
obligations, under such Equipment Schedule and in and to the Equipment leased thereunder automatically shall be cancelled, whereupon Lessee's right to possess and use such Equipment immediately shall
cease; and Lessee hereby agrees that the foregoing shall occur without act or notice as a condition thereto, and any such requirement of any act or notice under applicable law is hereby expressly and
irrevocably waived to the extent permitted thereunder. Upon the occurrence of any other Default under the provisions of Section 15 hereof (including the failure to make any payment of rent as and when
due), Lessor may, at its option, declare this Lease and such Equipment Schedule to be in default. At any time after cancellation of an Equipment Schedule or after declaration by Lessor that such
Equipment Schedule is in default, Lessor may, in addition to any other remedies provided herein or by applicable law, exercise one or more of the following remedies as Lessor in its sole discretion
shall elect: 



        (a)   Require
Lessee to assemble any or all of the Equipment at the location to which the Equipment was delivered or the location to which such Equipment may have been moved
by Lessee or such other location in reasonable proximity to either of the foregoing as Lessor shall designate; and/or to return promptly, at Lessee's expense, any or all of the Equipment to Lessor at
the location, in the condition and otherwise in accordance with all of the terms of Section 13 hereof; and/or take possession of and render unusable by Lessee any or all of the Equipment, wherever it
may be located, without any court order or other process of law and without liability for any damages occasioned by such taking of possession (other than to premises) (any such taking of possession
shall constitute an automatic cancellation of the Equipment Schedule pertaining thereto, as it applies to those items taken without further notice, and such taking of possession shall not prohibit
Lessor from exercising its other remedies hereunder). 



9





 

        (b)   Sell,
re-lease or otherwise dispose of any or all of the Equipment, whether or not in Lessor's possession, in a commercially reasonable manner at public or private sale
with notice to Lessee (the parties agreeing that ten (10) days' prior written notice shall constitute adequate notice of such sale), with the right of Lessor to purchase and apply the net
proceeds of such disposition, after deducting all costs of such disposition (including but not limited to costs of transportation, possession, storage, refurbishing, advertising and brokers' fees), to
the obligations of Lessee pursuant to this sub-part (b), with Lessee remaining liable for any deficiency and with any excess being retained by Lessor; or retain any or all of the Equipment; and
recover from Lessee damages, not as a penalty, but herein liquidated for all purposes as follows: 



        (1)   if
Lessor elects to dispose of the Equipment under an Equipment Schedule pursuant to a lease which is substantially similar to this Lease and such Equipment Schedule: an
amount equal to the sum of (A) any accrued and unpaid rent under this Lease and such Equipment Schedule as of the date of commencement (the "Commencement Date") of the term of the new lease,
and (B) (i) the present
value as of the Commencement Date of the total rent for the then remaining term of such Equipment Schedule, minus (ii) the present value as of the Commencement Date of the rent under the new
lease applicable to that period of the new lease term which is comparable to the then remaining term of such Equipment Schedule, and (C) any incidental damages allowed under Article 2A,
less expenses saved by Lessor in consequence of the Default ("Incidental Damages"); 


        (2)   if
Lessor elects to retain the Equipment or to dispose of the Equipment under an Equipment Schedule by sale, by re-lease (pursuant to a lease which is not substantially
similar to this Lease and such Equipment Schedule), or otherwise: an amount equal to the sum of (A) any accrued and unpaid rent as of the date Lessor repossesses the Equipment or such earlier
date as Lessee tenders possession of the Equipment to Lessor in accordance with the provisions of Section 13 hereof, (B) (i) the present value as of the date determined under clause
(A) of the total rent for the then remaining term of such Equipment Schedule, minus (ii) the present value, as of that certain date which may be determined by taking a reasonable
opportunity to repossess and remarket the Equipment, of the "market rent" (as computed pursuant to Article 2A) at the place where the Equipment was located on that date, computed for the same lease
term, and (C) any Incidental Damages (provided, however, that if the measure of damages provided is inadequate to put Lessor in as good a position as performance would have, the damages shall
be the present value of the profit, including reasonable overhead, Lessor would have made from full performance by Lessee, together with any incidental damages allowed under Article 2A, due
allowance for costs reasonably incurred and due credit for payments or proceeds of disposition); 


        (3)   if,
with respect to an Equipment Schedule, Lessor has not repossessed the Equipment, or if Lessor has repossessed the Equipment or Lessee has tendered possession of the
Equipment to Lessor and Lessor is unable after reasonable effort to dispose of the Equipment at a reasonable price or the circumstances reasonably indicate that such an effort will be unavailing: an
amount equal to the sum of (A) accrued and unpaid rent as of the date of entry of judgment in favor of Lessor, (B) the present value as of the date determined under clause (A) of
the rent for the then remaining term of such Equipment Schedule, and (C) any Incidental Damages. Lessor may dispose of the Equipment at any time before collection of a judgment for damages. If
the disposition is before the end of the remaining term of such Equipment Schedule, Lessor's recovery against Lessee for damages will be governed by sub-part (b)(1) or (2) (as applicable), and
Lessor will cause an appropriate credit to be provided against any judgment for damages to the extent that the amount of the judgment exceeds the applicable recovery pursuant to sub-part
(b)(1) or (2). 




10





 





        (c)   In
lieu of the damages specified in sub-part (b), with respect to each applicable Equipment Schedule, Lessor may recover from Lessee, as liquidated damages for loss of a
bargain and not as a penalty, an amount calculated as the sum of: (1) the greater of either (A) the Stipulated Loss Value of the Equipment (determined as of the next date on which a
payment is or would have been due after the occurrence of the subject Default), together with all other sums due under such Equipment Schedule as of such determination date or (B) all sums due
and to become due under such Equipment Schedule for the full term thereof (including any tax indemnities becoming due as a result of the Default, and any mandatory purchase or renewal options which
Lessee has contracted to pay)
(provided that all sums becoming due after the occurrence of such Default shall be discounted to present value as of the date of payment by Lessee) plus Lessor's estimated residual interest in the
Equipment; plus (2) the amount of all commercially reasonable costs and expenses incurred by Lessor in connection with repossession, recovery, storage, repair, sale, re-lease or other disposition of
the Equipment, including reasonable attorneys' fees and costs incurred in connection therewith or otherwise resulting from the Default; minus (3) if Lessor has repossessed the Equipment, the
amount calculated pursuant to clause (B) (ii) of sub-part (b)(1) or (2) (as applicable). Notwithstanding the foregoing, in the event such Equipment Schedule and Lessee's
rights thereunder automatically are cancelled pursuant to the first sentence of this Section 16, the amounts payable under clause (1) of this paragraph (c) automatically shall become due
and payable on the date of such cancellation, without notice or demand, except as otherwise may be provided in writing by Lessor. 


        (d)   Cancel
such Equipment Schedule as to any or all of the Equipment. 


        (e)   Proceed
by appropriate court action, either at law or in equity (including an action for specific performance), to enforce performance by Lessee or to recover damages
associated with such Default; or exercise any other right or remedy available to Lessor at law or in equity. 





        Within
fifteen (15) Business Days after written notice by Lessor of a Default under this Lease, Lessee may elect by written notice to Lessor to purchase the Equipment on that date which
is thirty (30) days after such notice from Lessor (the "Purchase Date"). On the Purchase Date, Lessee shall pay to Lessor, in cash, an amount equal to the sum of: (x) the greater of the Stipulated
Loss Value of the Equipment (determined as of the next date on which a payment is or would have been due after the occurrence of the Default), or the then Fair Market Value (as defined in Rider No. 1
attached to this Lease) of the Equipment, plus (y) all other sums then due hereunder or under each Equipment Schedule (including, without limitation, all reasonable legal fees and other expenses
incurred by reason of any default or Default or the commencement of the exercise of Lessor's remedies, and all other pre-judgment and post-judgment enforcement related activities; together with all
taxes or charges upon sale (excluding any taxes calculated on the basis of net income or capital gains to Lessor). Upon receipt of such notice from Lessee, Lessor temporarily shall cease the exercise
of its remedies hereunder until the Purchase Date. Upon satisfaction of Lessee's obligations hereunder on the Purchase Date, Lessor shall deliver to Lessee a bill of sale transferring and assigning to
Lessee without recourse or warranty, except (with respect to the status of title conveyed) in respect of Lessor's acts, all of Lessor's right, title and interest in and to the Equipment. Lessor shall
not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment or any other matters. If Lessee fails to satisfy its obligations under this
paragraph on the Purchase Date, Lessee's option hereunder shall terminate and Lessor may exercise all rights and remedies available to it hereunder or at law or in equity. 


        All
amounts to be present valued shall be discounted at a rate equal to the discount rate of the Federal Reserve Bank of Richmond in effect on the applicable date. Unless otherwise
provided above, a cancellation of any Equipment Schedule shall occur only upon written notice by Lessor to Lessee and 


11





 



only
with respect to such items of the Equipment as Lessor specifically elects to cancel in such notice. Except as to such items of the Equipment with respect to which there is a cancellation, this
Lease and the Equipment Schedules not so cancelled shall remain in full force and effect and Lessee shall be and remain liable for the full performance of all its obligations hereunder and thereunder.
Lessee shall be liable for all reasonable legal fees and other expenses incurred by reason of any default or Default or the exercise of Lessor's remedies, including all reasonable expenses incurred in
connection with the return of any Equipment in accordance with the terms of Section 13 hereof or in placing such Equipment in the condition required by said Section, and all other pre-judgment and
post-judgment enforcement related activities. No right or remedy referred to in this Section is intended to be exclusive, but each shall be cumulative and shall be in addition to any other remedy
referred to above or otherwise available at law or in equity, and may be exercised concurrently or separately from time to time. The failure of Lessor to exercise the rights granted hereunder upon any
Default by Lessee shall not constitute a waiver of any such right upon the continuation or reoccurrence of any such Default. In no event shall the execution of an Equipment Schedule constitute a
waiver by Lessor of any pre-existing Default in the performance of the terms and conditions hereof. 


        17.   ASSIGNMENT.    (a) WITHOUT
THE PRIOR WRITTEN CONSENT OF LESSOR (WHICH SHALL NOT UNREASONABLY BE WITHHELD), LESSEE WILL NOT ASSIGN, TRANSFER OR ENCUMBER
ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER OR UNDER ANY EQUIPMENT SCHEDULE, OR ITS LEASEHOLD INTEREST, SUBLET THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE OPERATED OR USED BY, OR TO COME INTO
OR REMAIN IN THE POSSESSION OF, ANYONE BUT LESSEE. In considering whether to consent to any such proposed assignment, transfer or encumbrance, Lessor may consider (among other matters) whether Lessee
is to remain primarily liable under this Lease and under each Equipment Schedule notwithstanding any such contemplated assignment, transfer or encumbrance. Any unpermitted assignment, transfer,
encumbrance, delegation or sublease by Lessee shall be void ab initio. (b) Lessor may assign any or all of its rights, obligations, title and interest hereunder, or the right to enter into any
Equipment Schedule, or may resell (through syndication, assignment, participation or placements) an interest in any or all of the Equipment, this Lease or any Equipment Schedule. Lessee agrees that it
will pay all rent and other amounts payable under each Equipment Schedule to the "Lessor" named therein; provided, however, if Lessee receives written notice of an assignment from Lessor, Lessee will
pay all rent and other amounts payable under any assigned Equipment Schedule to such assignee or as instructed by Lessor and such assignee. Each Equipment Schedule, incorporating by reference the
terms and conditions of this Lease, constitutes a separate instrument of lease subject to the terms and conditions of such Equipment Schedule and of this Lease, and the "Lessor" named therein or its
assignee shall have all rights as "Lessor" thereunder separately exercisable by such named Lessor or assignee as the case may be, exclusively and independently of Lessor or any assignee with respect
to other Equipment Schedules executed pursuant hereto. Lessee agrees to confirm in writing receipt of any notice of assignment, syndication, participation or placement, as reasonably may be requested
by Lessor or any such assignee or participant (collectively, the "Assignee"). Lessee hereby waives and agrees not to assert against any such Assignee any defense, setoff, recoupment, claim or
counterclaim which Lessee has or may at any time hereafter have against Lessor or any person other than such Assignee, for any reason whatsoever. Lessee will provide reasonable assistance to Lessor in
whatever manner necessary in order to permit Lessor to complete any resale, syndication, assignment, participation or placement of the transaction contemplated by this Lease. Lessee agrees that any
such assignment shall not materially change Lessee's duties or obligations under the Lease or any Equipment Schedule nor materially increase Lessee's risks or burdens. Upon such assignment and except
as may otherwise be provided therein all references in this Lease to Lessor shall include such Assignee. (c) Subject always to the foregoing, this Lease and each Equipment Schedule inure to the
benefit of, and are binding upon, the successors and assigns of the parties hereto and thereto, as the case may be. 


12





 



        18.   MISCELLANEOUS.    (a) This
Lease, the Riders annexed hereto, each Equipment Schedule and any commitment letter between the parties, constitute the
entire agreement between the parties with respect to the subject matter hereof and thereof and shall not be rescinded, amended or modified in any manner except by a document in writing executed by
both parties. (b) Any provision of this Lease which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. (c) The representations, warranties and covenants of Lessee herein shall be deemed to be continuing and to survive the execution and delivery of this Lease, each
Equipment Schedule and any other Lease Documents through and during the term of this Lease. Each execution by Lessee of an Equipment Schedule shall be deemed a reaffirmation and warranty that there
shall have been no material adverse change in the business or financial condition of Lessee from the date of execution hereof. With respect to each Equipment Schedule, the obligations of Lessee under
Sections 7, 8, 9, 10, 13 and 14 hereof, together with any of Lessee's obligations under the other provisions of this Lease (as incorporated therein) which have accrued but not been fully satisfied,
performed or complied with prior to the cancellation or termination of such Equipment Schedule, shall survive the cancellation or termination thereof to the extent necessary for the full and complete
performance of such obligations. (d) Lessor represents and covenants to Lessee that (I) Lessor has full authority to enter into this Lease and any other Lease Documents to which it may become a
party, and so long as no default or Default occurs with respect to an Equipment Schedule, neither Lessor nor any person authorized by Lessor shall interfere with Lessee's right to peaceably and
quietly possess and use the Equipment during the term thereof, subject to the terms and provisions hereof; and (2) in the event Lessor encumbers the Equipment in any manner to any third party
to secure any obligations of Lessor to such third party, Lessor shall cause such third party to agree in writing that so long as no Default occurs hereunder, such third party shall not interfere with
Lessee's right to peaceably and quietly possess and use the Equipment during the term of this Lease, subject to the terms and provisions hereof, and shall be bound by all the terms of this Lease,
including (without limitation) Lessee's rights to renew this Lease and/or purchase the Equipment, all as provided herein. (e) Expenses incurred by Lessor in connection with (1) the
filing or recording of real property waivers and Uniform Commercial Code statements, and (2) lien search reports and copies of filings with respect to Lessee and/or the Equipment, shall be for
the account of Lessee and shall be payable by Lessee within ten (10) days of demand. (f) If Lessee fails to perform any of its obligations hereunder with respect to an Equipment
Schedule, Lessor shall have the right, but shall not be obligated, to effect such performance, and the amount of any out of pocket and other reasonable expenses of Lessor incurred in connection with
such performance, together with interest thereon at the Late Charge Rate, shall be payable by Lessee upon demand. Lessor's effecting such compliance shall not be a waiver of Lessee's default.
(g) Lessee irrevocably appoints Lessor as Lessee's attorney-in-fact (which power shall be deemed coupled with an interest) to execute, endorse and deliver any UCC statements and any documents
and checks or drafts relating to or received in payment for any loss or damage under the policies of insurance required by the provisions of Section 11 hereof, but only to the extent that the same
relates to the Equipment. (h) LESSOR AND LESSEE HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH LESSEE AND/OR LESSOR MAY BE PARTIES ARISING OUT OF OR IN ANY WAY PERTAINING TO
THIS LEASE. LESSEE AUTHORIZES LESSOR TO FILE THIS PROVISION WITH THE CLERK OR JUDGE OF ANY COURT HEARING ANY SUCH CLAIM. IT IS HEREBY AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF
TRIAL BY JURY OF ALL CLAIMS AGAINST PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS LEASE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE
BY THE PARTIES AND THE PARTIES HEREBY ACKNOWLEDGE THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY 


13





 



OR
NULLIFY ITS EFFECT. LESSOR AND LESSEE FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF
THEIR OWN FREE WILL, AND THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. (i) All notices (excluding billings and communications in the ordinary course of business)
hereunder shall be in writing, personally delivered, delivered by overnight courier service, sent by facsimile transmission (with confirmation of receipt), or sent by certified mail, return receipt
requested, addressed to the other party at its respective address stated below the signature of such party or at such other address as such party shall from time to time designate in writing to the
other party; and shall be effective from the date of receipt. (j) This Lease and all of the other Lease Documents shall not be effective unless and until accepted by execution by an officer of Lessor
at the address, in the State of New York (the "State"), as set forth below the signature of Lessor. THIS LEASE AND ALL OF THE OTHER LEASE DOCUMENTS, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF THE STATE),
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT. The parties agree that any action or proceeding arising out of or relating to this Lease
may be commenced in any state or Federal court in the State, and agree that a summons and complaint commencing an action or proceeding in any such court shall be properly served and shall confer
personal jurisdiction if served personally or by certified mail to it at its address hereinbelow set forth, or as it may provide in writing from time to time, or as otherwise provided under the laws
of the State. (k) This Lease and all of the other Lease Documents may be executed in any number of counterparts and by different parties hereto or thereto on separate counterparts, each of which, when
so executed and delivered, shall be an original, but all such counterparts shall together consist of but one and the same instrument; provided, however, that to the extent that this Lease and/or the
Equipment Schedule would constitute chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest herein or therein may be
created through the transfer or possession of this Lease in and of itself without the transfer or possession of the original of such Equipment Schedule and incorporating the Lease by reference; and no
security interest in this Lease and an Equipment Schedule may be created by the transfer or possession of any counterpart of such Equipment Schedule other than the original thereof, which shall be
identified as the document marked "Original" and all other counterparts shall be marked "Duplicate". 


        19.   DEFINITIONS
AND RULES OF CONSTRUCTION.    (a) The following terms when used in this Lease or in any of the Equipment Schedules have the following
meanings: (1) "applicable law" or "law": any law, rule, regulation, ordinance, order, code, common law, interpretation, judgment, directive, decree, treaty, injunction, writ, determination,
award, permit or similar norm or decision of any governmental authority; (2) "business day": any day, other than a Saturday, Sunday, or legal holiday for commercial banks under the laws of the
State; (3) "UCC" or "Uniform Commercial Code": the Uniform Commercial Code as in effect in the State or in any other applicable jurisdiction; and any reference to an article (including
Article 2A) or section thereof shall mean the corresponding article or section (however termed) of any such other applicable version of the Uniform Commercial Code; (4) "governmental
authority": any federal, state, county, municipal, regional or other governmental authority, agency, board, body, instrumentality or court, in each case, whether domestic or foreign; and
(5) "person": any individual, corporation, partnership, joint venture, or other legal entity or a governmental authority, whether employed, hired, affiliated, owned, contracted with, or
otherwise related or unrelated to Lessee or Lessor. (b) The following terms when used herein or in any of the Equipment Schedules shall be construed as follows: "herein," "hereof," "hereunder,"
etc.: in, of, under, etc. this Lease or such other Lease Document in which such term appears (and not merely in, of, 


14





 



under,
etc. the section or provision where the reference occurs); "including": containing, embracing or involving all of the enumerated items, but not limited to such items unless such term is
followed by the words "and limited to," or similar words; and "or": at least one, but not necessarily only one, of the alternatives enumerated. Any defined term used in the singular preceded by "any"
indicates any number of the members of the relevant class. Any Lease Document or other agreement or instrument referred to herein means such agreement or instrument as supplemented and amended from
time to time. Any reference to Lessor or Lessee shall include their permitted successors and assigns. Any reference to a law shall also mean such law as amended, superseded or replaced from time to
time. Unless otherwise expressly provided herein to the contrary, all actions that either party takes or is required to take under any Lease Document shall be taken at such parties' sole cost and
expense, and all such costs and expenses shall constitute Claims and be covered by Section 14 hereof. To the extent Lessor is required to give its consent or approval with respect to any matter, the
reasonableness of Lessor's withholding of such consent shall be determined based on the then existing circumstances; provided, that Lessor's withholding of its consent shall be deemed reasonable for
all purposes if (i) the taking of the action that is the subject of such request, would result in (A) an impairment of Lessor's rights, title or interests hereunder or under any
Equipment Schedule or other Lease Document, or to the Equipment, or (B) expose Lessor to any Claims, or (ii) to the extent Lessee fails to provide promptly to Lessor any filings,
certificates, opinions or indemnities specified by Lessor to Lessee in writing. 


        IN
WITNESS WHEREOF, the parties hereto have caused this Equipment Lease Agreement to be duly executed, under seal, as of the day and year first above set forth. 



	LASALLE NATIONAL LEASING CORPORATION	 	APPLIED EXTRUSION TECHNOLOGIES, INC.
	

Lessor	
 	

 	
 	

Lessee	
 	

 
	

By:	
 	

/s/ Thomas M. Jaschik
	
 	

[SEAL]	
 	

By:	
 	

/s/ Anthony J. Allott
	
 	

[SEAL]





	

Name:	
 	

	
 	

Name:	
 	







	

Title:	
 	

	
 	

Title:	
 	


	

502 Washington Avenue

Suite 800 Towson, Maryland 21204

Facsimile: (410) 769-9313	
 	

3 Centennial Drive

Peabody, Massachusetts 01960

Facsimile:




15





 

LASALLE NATIONAL LEASING CORPORATION 


RIDER NO. 1 


To
and part of Equipment Lease Agreement dated as of the _29TH_ day of December, 1997 (the "Lease"), between LASALLE NATIONAL LEASING CORPORATION, its successors and assigns ("Lessor"), and APPLIED
EXTRUSION TECHNOLOGIES, INC. ("Lessee"). 


        A.    LESSEE
RENEWAL.    (1) Provided that Lessee is not then in Default, unless Lessee shall have exercised its option to purchase the Equipment, Lessee shall
renew this Lease, at the expiration of the original term of this Lease, with respect to all but not less than all of the Equipment, on the terms and conditions of this Lease, for a renewal term of
twelve (12) quarters at a quarterly rent equal to the quarterly rent prevailing on the last day of the original term of this Lease. 



        (2)   Provided
that Lessee is not then in Default, Lessee shall have the option to renew this Lease, at the expiration of the initial renewal term of this Lease, with respect
to all but not less than all of the Equipment, on the terms and conditions of this Lease, for a negotiated renewal term (as provided in Section A.(3) hereof at a periodic rent equal to the Fair
Market Rental Value of such Equipment determined at the time of renewal pursuant to the terms of Section A.(3) hereof. If Lessee desires to exercise this option it shall give Lessor written
notice of its election to renew at least one hundred twenty (120) days before expiration of the initial renewal term of this Lease with respect to the first Equipment Schedule to be executed under
this Lease. Such election shall be effective with respect to all Equipment leased under all Equipment Schedules. Thereafter, Lessee shall engage in negotiations with Lessor to determine the additional
renewal term and the periodic rent to be paid during the renewal term. 


        (3)   For
purposes of Section A.(2) hereof, "Fair Market Rental Value" shall be deemed to be an amount equal to the rental, as installed and in use, obtainable in an
arms' length transaction between a willing and informed lessor and a willing and informed lessee under no compulsion to lease (and assuming that, as of the date of determination, the Equipment is in
at least the condition required by Section 13 of this Lease), determined as follows: After Lessee provides notice pursuant to Section A.(2) hereof, the parties shall attempt to agree on: (x) a
renewal term based upon the then remaining useful life of the Equipment and (y) the Fair Market Rental Value. In the event Lessor and Lessee are unable to agree within fifty (50) days on either or
both the renewal term or Fair Market Rental Value, either or both the renewal term and/or the Fair Market Rental Value shall be determined (as necessary), at Lessee's expense, by an appraiser (who
must be associated with a professional organization of equipment or personal property appraisers, such as the American Society of Appraisers), and the determination of such appraiser shall be binding
on the parties hereto. 


        B.    OPTIONS
TO PURCHASE.    (1) Provided that Lessee is not then in Default, Lessee shall have the option to purchase, upon the expiration of the
twenty-first (21st) quarter of the original term of this Lease (the "Early Termination Date"), all but not less than all of the Equipment upon the following terms and conditions: If Lessee desires to
exercise this option it shall give Lessor written notice of its election to purchase at least thirty (30) days and not more than ninety (90) days before the Early Termination Date with respect to the
first Equipment Schedule to be executed under this Lease. Such election shall be effective with respect to all Equipment leased under all Equipment Schedules. On the Early Termination Date with
respect to each Equipment Schedule, Lessee shall pay to Lessor in cash the Purchase Price for the Equipment so purchased, determined as hereinafter provided. The Purchase Price of the Equipment shall
be an amount equal to fifty-nine (59) percent of the original Total Invoice Cost of the Equipment (as specified on the Equipment Schedule), together with all taxes and charges upon sale (excluding any
taxes calculated on the basis of net income or capital gains to Lessor). Lessor and Lessee agree that the Purchase Price represents a reasonable prediction of the Fair Market Value of the Equipment at
the time the option is exercisable. 


16





 



        (2)   Provided
that Lessee is not then in Default, Lessee shall have the option to purchase, upon the expiration of the original term of this Lease, all but not less than all
of the Equipment upon the following terms and conditions: If Lessee desires to exercise this option it shall give Lessor written notice of its election to purchase at least one hundred twenty (120)
days before expiration of the original term of this Lease with respect to the first Equipment Schedule to be executed under this Lease. Such election shall be effective with respect to all Equipment
leased under all Equipment Schedules. Thereafter, Lessee shall engage in negotiations with Lessor to determine the Purchase Price for the Equipment. At the expiration of the original term of this
Lease, Lessee shall pay to Lessor in cash the Purchase Price for the Equipment so purchased, determined as hereinafter provided. The Purchase Price of Equipment shall be an amount equal to the greater
of: (x) thirty-five (35) percent of the original Total Invoice Cost of the Equipment (as specified on the Equipment Schedule), or (y) the Fair Market Value of the Equipment determined pursuant to
Section B.(4); together with all taxes and charges upon sale (excluding any taxes calculated on the basis of net income or capital gains to Lessor). 



        (3)   Provided
that Lessee is not then in Default, Lessee shall have the option to purchase, upon the expiration of any renewal term of this Lease, all but not less than all
of the Equipment upon the following terms and conditions: If Lessee desires to exercise this option it shall give Lessor written notice of its election to purchase at least one hundred twenty (120)
days before expiration of the applicable renewal term of this Lease with respect to the first Equipment Schedule to be executed under this Lease. Such election shall be effective with respect to all
Equipment leased under all Equipment Schedules. Thereafter, Lessee shall engage in negotiations with Lessor to determine the Purchase Price for the Equipment. At the expiration of the applicable
renewal term of this Lease, Lessee shall pay to Lessor in cash the Purchase Price for the Equipment so purchased, determined as hereinafter provided. The Purchase Price of the Equipment shall be an
amount equal to its then Fair Market Value determined pursuant to Section B.(4), together with all taxes and charges upon sale (excluding any taxes calculated on the basis of net income or capital
gains to Lessor). 


        (4)   For
purposes of Sections B.(2) and B.(3), "Fair Market Value" shall be deemed to be an amount equal to the sale price of the Equipment, as installed and in use,
obtainable in an arms' length transaction between a willing and informed buyer and a willing and informed seller under no compulsion to sell (and assuming that, as of the date of determination, the
Equipment is in at least the condition required by Section 13 of this Lease), determined as follows:. After Lessee provides notice pursuant to Sections B.(2) or B.(3) hereof, the parties shall
attempt to agree on the Fair Market Value of the Equipment. In the event Lessor and Lessee are unable to agree within fifty (50) days on such Fair Market Value, then the Fair Market Rental Value shall
be determined, at Lessee's expense, by an appraiser (who must be associated with a professional organization of equipment or personal property appraisers, such as the American Society of Appraisers)
chosen by Lessee, and the determination of such appraiser shall be binding on the parties hereto. 


        (5)   Notwithstanding
any election of Lessee to purchase, the provisions of this Lease shall continue in full force and effect until the passage of ownership of the Equipment
upon the date of purchase. On the date of purchase, Lessor shall deliver to Lessee a bill of sale transferring and assigning to Lessee without recourse or warranty, except (with respect to the status
of title conveyed) in respect of Lessor's acts, all of Lessor's right, title and interest in and to the Equipment. Lessor shall not be required to make and may specifically disclaim any representation
or warranty as to the condition of the Equipment or any other matters. 


        C.    EARLY
RETURN OPTION.    (1) Provided that Lessee is not then in Default, Lessee shall have the option to terminate this Lease with respect to each
Equipment Schedule on that date which is twenty-one (21) quarters after the Base Lease Commencement Date (the "Termination Date") with respect to such Equipment Schedule, and to return the Equipment
to Lessor, upon the following terms and conditions: if Lessee desires to exercise this option, it shall give Lessor written notice of its election to terminate and return at least one hundred eighty
(180) days before the Termination Date with 


17





 



respect
to the first Equipment Schedule to be executed under this Lease. Such election shall be effective with respect to all Equipment leased under all Equipment Schedules. On the Termination Date,
Lessee shall return the Equipment described on the applicable Equipment Schedule to Lessor in accordance with the provisions of, and in compliance with the conditions required by, Section 13 of this
Lease; and Lessee shall pay to Lessor by certified check or wire transfer (whichever method Lessor so elects) a return penalty calculated as forty-five (45) percent of the original Total Invoice Cost
of the Equipment described on the applicable Equipment Schedule. 


        (2) Notwithstanding
any election of Lessee hereunder, the provisions of this Lease shall continue in full force and effect until the return of the Equipment in compliance with the
provisions hereof and the payment of the return penalty as provided herein. 



	LASALLE NATIONAL LEASING CORPORATION	APPLIED EXTRUSION TECHNOLOGIES, INC.
	

Lessor	

Lessee
	

By:	

/s/ Thomas M. Jaschik
	

[SEAL]	

By:	

/s/ Anthony J. Allott
	

[SEAL]





LASALLE NATIONAL LEASING CORPORATION 




 
 

RIDER NO. 2    



        To
and part of Equipment Lease Agreement dated as of the 29TH day of December, 1997 (the "Lease"), between LASALLE NATIONAL LEASING CORPORATION, its successors and assigns ("Lessor"),
and APPLIED EXTRUSION TECHNOLOGIES, INC. ("Lessee"). 


        A.    ADDITIONAL
REPRESENTATIONS AND WARRANTIES OF LESSEE FOR SALE-LEASEBACK. Lessee represents and warrants that: (1) The sale of those certain items of equipment
specified on the schedule attached to each Equipment Bill of Sale (collectively the "Bill of Sale") executed by Lessee, and the execution, delivery and performance of the Bill of Sale (a) have
been duly authorized by all necessary corporate action on the part of Lessee; (b) do not require the consent of any stockholder, trustee or holders of any indebtedness of Lessee except such as
have been duly obtained; and (c) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the
provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which
Lessee is a party or by which it or its property is bound. (2) The Bill of Sale transfers to Lessor valid title to the equipment described on the schedule attached thereto free and clear of any
and all encumbrances, liens, charges or defects. No filing or recordation must be made, no notice must be given, and no other action must be taken with respect to any state or local jurisdiction, or
any person, in order to preserve to Lessor all the rights transferred by the Bill of Sale. 


18





 



        B.    ADDITIONAL
AUTHORIZATION.    Lessor's obligations under the Lease are further conditioned upon Lessor having received the Bill of Sale and an opinion of counsel
for Lessee as to the matters set forth in paragraph A above. 



	LASALLE NATIONAL LEASING CORPORATION	APPLIED EXTRUSION TECHNOLOGIES, INC.
	

Lessor	

Lessee
	

By:	

/s/ Thomas M. Jaschik
	

[SEAL]	

By:	

/s/ Anthony J. Allott
	

[SEAL]





LASALLE NATIONAL LEASING CORPORATION 




RIDER NO. 3 


        To
and part of Equipment Lease Agreement dated as of the 29TH day of December, 1997 (the "Lease"), between LASALLE NATIONAL LEASING CORPORATION, its successors and assigns ("Lessor"),
and APPLIED EXTRUSION TECHNOLOGIES, INC. ("Lessee"). 



TAX INDEMNITY. 


        (1)    Lessee
represents and warrants that: (a) it believes that it is reasonable to estimate that the useful life of the Equipment exceeds the lease term (including any
interim and fixed rental renewal periods) by the greater of one (1) year or twenty (20) percent of such estimated useful life, and that said Equipment will have a value at the end of the lease
term, including any fixed rate renewal period, of at least twenty (20) percent of the Total Invoice Cost of the Equipment, without including in such value any increase or decrease for inflation or
deflation during the original lease term (all as evidenced by the certificate of a qualified party to be provided at Lessee's expense to Lessor prior to the commencement of the lease term); and
(b) the Equipment is, and will be used by Lessee so as to remain, property eligible for the MACRS Deductions (as defined below). 


        (2)   (a) If
by reason of (i) any act or failure to act of Lessee (including a breach of any covenant of Lessee set forth in Section 4 of the Lease), or
(ii) the misrepresentation of or breach by Lessee of any of the warranties and representations set forth in Section 3 of the Lease or Section (1) of this Rider, Lessor in computing its
taxable income or liability for tax, shall lose, or shall not have, or shall lose the right to claim or there shall be disallowed or recaptured for Federal and/or state income tax purposes, in whole
or in part, the benefit of MACRS Deductions; or (b) Lessor shall become liable for additional tax as a result of Lessee having added an attachment or made an alteration to the Equipment,
including (without limitation) any such attachment or alteration which would increase the productivity or capability of the Equipment so as to violate the provisions of Rev. Proc. 75-21, 1975-1 C.B.
715, or Rev. Proc. 79-48, 1979-2 C.B. 529 (as either or both may hereafter be modified or superseded); hereinafter referred to as a "Loss"; then Lessee shall pay Lessor the Tax Indemnification Payment
as additional rent and Lessor shall revise the Schedule(s) of Stipulated Loss Values to reflect the Loss. As used herein, "MACRS Deductions" shall mean the deductions under Section 167 of the Internal
Revenue Code of 1986, as now or hereafter amended (the "Code") determined in accordance with the modified Accelerated Cost Recovery System with respect to the Total Invoice Cost of any item of the
Equipment using the accelerated method set forth in Section 168(b)(1) or 168(b)(2) of the or (iii) the enactment or promulgation of any change in the Code as in effect on the date of
this Lease for property assigned to the class of property specified in the Equipment Schedule pertaining thereto; 


19





 



"Lessor"
shall be deemed to include the consolidated Federal taxpayer group of which Lessor is a member; and "Tax Indemnification Payment" shall mean such amount as, after consideration of (i) all
taxes required to be paid by Lessor in respect of the receipt thereof under the laws of any governmental or taxing authority in the United States, and (ii) the amount of any interest or penalty which
may be payable by Lessor in connection with the Loss, shall be required to cause Lessor's after-tax net return (the "Net Return") to be equal to, but no greater than, the Net Return computed
consistently with current tax laws (and with the assumption that Lessor is taxed at the highest marginal Federal and state tax rates) as of the date of this Lease that would have been available to
Lessor had the Loss not occurred. 


        (3)   Lessor
promptly shall notify Lessee in writing of such Loss and Lessee shall pay to Lessor the Tax Indemnification Payment within thirty (30) days of such notice. For
these purposes, a Loss shall occur upon the earliest of: (a) the happening of any event (such as disposition or change in use of any item of the Equipment) which will cause such Loss;
(b) the payment by Lessor to the Internal Revenue Service or state taxing authority of the tax increase (including an increase in estimated taxes) resulting from such Loss; (c) the date
on which the Loss is realized by Lessor; or (d) the adjustment of the tax return of Lessor to reflect such Loss. 


        (4)   The
obligations of Lessee under this Section, which accrue during the term of the Lease, shall survive the expiration or termination of the Lease; provided, that
Lessee's obligations under this Rider shall terminate upon the later of (i) the first date as of which of the period of limitations for assessment of additional Federal income tax for each of
Lessor's taxable years which includes any portion of the Lease term has expired, and (ii) the payment in full of all amounts due under this Rider for which demand has been made prior to the
date determined under clause (i). 



	LASALLE NATIONAL LEASING CORPORATION	 	APPLIED EXTRUSION TECHNOLOGIES, INC.
	

Lessor	
 	

Lessee
	

By:	
 	

/s/ Thomas M. Jaschik
	
 	

 	
 	

By:	
 	

/s/ Anthony J. Allott
	
 	

[SEAL]





LASALLE NATIONAL LEASING CORPORATION 




 
 

RIDER NO. 4    



To
and part of Equipment Lease Agreement dated as of the _29TH__ day of December, 1997 (the "Lease") between LASALLE NATIONAL LEASING CORPORATION, its successors and assigns ("Lessor"), and APPLIED
EXTRUSION TECHNOLOGIES, INC. ("Lessee"). 


ADDITIONAL
REPRESENTATIONS, WARRANTIES AND COVENANTS. 


	1.
	As
used herein, the following terms shall have the following meaning:



	(a)
	"Adverse
Environmental Condition": shall mean (i) the existence or the continuation of the existence, of an Environmental Contamination (including, without limitation, a sudden
or non-sudden accidental or non-accidental Environmental Contamination), of, or exposure to, any substance, chemical, material, pollutant, Hazardous Substance, odor or audible noise or other release
or emission in, into or onto the environment (including without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of
the transportation, storage, treatment or disposal of materials in 





20





 


connection
with the operation of any Equipment, or (iii) the violation, or alleged violation, of any Environmental Law, permits or licenses of, by or from any governmental authority, agency or
court relating to environmental matters connected with any of the Equipment. 



	(b)
	"Affiliate"
shall mean, with respect to any given Person, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, such Person.



	(c)
	"Environmental
Claim" shall mean any accusation, allegation, notice of violation, claim, demand, abatement or other order on direction (conditional or otherwise) made in writing by
any governmental authority or any Person for personal injury (including sickness, disease or death), tangible or intangible property damage, damage to the environment or other adverse affects on the
environment, or for fines, penalties or restrictions, resulting from or based upon any Adverse Environmental Condition.



	(d)
	"Environmental
Contamination" shall mean any actual or threatened release, spill, emission, leaking, pumping, injection, presence, deposit, abandonment, disposal, discharge,
dispersal, leaching or migration into the indoor or outdoor environment, or into or out of any of the Equipment, including, without limitation, the movement of any Hazardous Substance or other
substance through or in the air, soil, surface water, groundwater or property.



	(e)
	"Environmental
Law" shall mean any present or future federal, foreign, state or local law, ordinance, order, rule or regulation and all judicial, administrative and regulatory
decrees, judgments and orders, pertaining to health, industrial hygiene, the use, disposal or transportation of Hazardous Substances, Environmental Contamination, or pertaining to the protection of
the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") (42 U.S.C. ss.9601 ET SEQ.), the Hazardous Material Transportation
Act (49 U.S.C. ss.l80l ET SEQ.), the Federal Water Pollution Control Act (33 U.S.C. Section l251 ET SEQ.), the Resource Conservation and Recovery Act (42 U.S.C. ss.690l ET SEQ.), the Clean Air Act (42
U.S.C. ss.740l ET SEQ.), the Toxic Substances Control Act (15 U.S.C. ss. 2601 ET SEQ.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. ss.l36l ET SEQ.), the Occupational Safety and
Health Act (l9 U.S.C. ss.65l ET SEQ.), the Noise Control Act of 1972 (42 U.S.C. ss.4901 ET SEQ.), and the Hazardous and Solid Waste Amendments (42 U.S.C. ss.2601 ET SEQ.), as these laws have been or
may be amended or supplemented, and any successor thereto, and any analogous foreign, state or local statutes, and the rules, regulations and orders promulgated pursuant thereto.



	(f)
	"Environmental
Loss" shall mean any loss, cost, damage, liability, deficiency, fine, penalty or expense (including, without limitation, reasonable attorneys' fees, engineering and
other professional or expert fees), investigation, removal, cleanup and remedial costs (voluntarily or involuntarily incurred) and damages to, loss of the use of or decrease in value of the Equipment
arising out of or related to any Adverse Environmental Condition.



	(g)
	"Hazardous
Substances" shall mean and include hazardous substances as defined in CERCLA; oil of any kind, petroleum products and their by-products, including, but not limited to,
sludge or residue; asbestos containing materials; polychlorinated biphenyls; any and all other hazardous or toxic substances; hazardous waste, as defined in CERCLA; medical waste; infectious waste;
those substances listed in the United States Department of Transportation Table (49 C.F.R. ss.172.101); explosives; radioactive materials; and all other pollutants, contaminants and other substances
regulated or controlled by the Environmental Laws and any other substance that requires special handling in its collection, storage, treatment or disposal under the Environmental Laws. 



21





 



	(h)
	"Person"
shall mean any individual, partnership, corporation, trust, unincorporated organization, government or department or agency thereof and any other entity






	2.
	Lessee
hereby represents, warrants and covenants that: (a) it has substantially conducted, and will continue to conduct its business operations, and throughout the term of the
Lease will use the Equipment, so as to comply with all Environmental Laws; (b) as of the date hereof, and as of the date of execution of each Equipment Schedule, except as have been previously
disclosed in writing by Lessee to Lessor, there are no Hazardous Substances generated, treated, handled, stored, transported, discharged, emitted, released or otherwise disposed of in connection with
Lessee's use of the Equipment except in Lessee's ordinary course of business in material compliance with Environmental Law; and (c) Lessee has, and throughout the term of the Lease will
continue to have in full force and effect all federal, state and local licenses, permits, orders and approvals required to operate the Equipment in compliance with all Environmental Laws.



	3.
	Lessee
agrees that if required to return the Equipment or any item thereof to Lessor or Lessor's agents, Lessee shall return such Equipment free from all Hazardous Substances (other
than those Hazardous Substances which are customarily used by Lessee to lubricate and maintain the Equipment) and otherwise fully in compliance with all Environmental Laws.



	4.
	Lessee
shall fully and promptly pay, perform, discharge, defend, indemnify and hold harmless Lessor and its Affiliates, and their successors and assigns, directors, officers, employees
and agents, from and against any Environmental Claim or Environmental Loss.



	5.
	The
provisions of this Rider shall survive any expiration or termination of the Lease. 






	

 	

 	

 	

 	

 	

 
	LASALLE NATIONAL LEASING CORPORATION	APPLIED EXTRUSION TECHNOLOGIES, INC.
	

Lessor	

Lessee
	By:	/s/ Thomas M. Jaschik	[SEAL]	By:	/s/ Anthony J. Allott	[SEAL]
	 	
	 	 	
	 




22





 
December 29, 1997 


Applied
Extrusion Technologies, Inc.

3 Centennial Drive

Peabody, Massachusetts 01960 


	RE:
	EQUIPMENT
LEASE AGREEMENT DATED DECEMBER 29, 1997 




Gentlemen: 


        This
will confirm the collateral understanding which has been reached between us with respect to the above-referenced Equipment Lease Agreement (the "Lease"), between LaSalle National
Leasing Corporation and Applied Extrusion Technologies, Inc. 


        In
consideration of the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree to amend Rider No. 1 to the Lease WITH RESPECT ONLY TO EQUIPMENT SCHEDULE NO. 7, AS FOLLOWS: 


	1.
	Paragraph
B (1) is amended to delete the reference to "fifty-nine (59)" in the ninth and tenth line therein and insert in lieu thereof "forty-six (46)";



	2.
	Paragraph
B(2) is amended to delete the reference to "thirty-five (35) in the ninth line therein and insert in lieu thereof "twenty (20)";



	3.
	Paragraph
C (1) is amended to delete the reference to "forty-five (45)" in the tenth line therein and insert in lieu thereof "thirty-four (34)". 



        Except
as set forth herein, the terms and conditions of the Lease remain unmodified and in full force and effect. 



        If
the foregoing accurately sets forth our understanding with respect to the subject matter hereof, please sign and return the enclosed copy of this letter and it will constitute an
amendment of the Lease pursuant to Section 18 thereof. 



	

 	

 	

 	

LASALLE NATIONAL LEASING CORPORATION
	 	 	 	By:	/s/ Thomas M. Jaschik
 Name: Thomas M. Jaschik

Title: Senior Vice President	(SEAL)
	AGREED:	 	 	 	 
	

APPLIED EXTRUSION TECHNOLOGIES, INC.	

 	

 	

 
	

By:	

/s/ Anthony J. Allott
	

(SEAL)

	

 	

 	

 





	

Name:	

	

 
	

Title:	

	

 




23





 
 
 

December 29, 1997    




Applied
Extrusion Technologies, Inc.

3 Centennial Drive

Peabody, Massachusetts 01960 


	RE:
	EQUIPMENT
LEASE AGREEMENT DATED DECEMBER 29, 1997 



Gentlemen: 


        This
will confirm the collateral understanding which has been reached between us with respect to the above-referenced Equipment Lease Agreement (the "Lease"), between LaSalle National
Leasing Corporation and Applied Extrusion Technologies, Inc. 


        In
consideration of the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree to amend Rider No. 1 to the Lease WITH RESPECT ONLY TO EQUIPMENT SCHEDULE NO. 6, AS FOLLOWS: 


	1.
	Paragraph
B (1) is amended to insert "the greater of Fair Market Value or" before the words "fifty-nine (59)" in the eighth and ninth line therein.



	2.
	Paragraph
B (4) is amended to insert "B.(1)" after the word "Sections" in the first line therein. 



        Except
as set forth herein, the terms and conditions of the Lease remain unmodified and in full force and effect. 



        If
the foregoing accurately sets forth our understanding with respect to the subject matter hereof, please sign and return the enclosed copy of this letter and it will constitute an
amendment of the Lease pursuant to Section 18 thereof. 



	

 	

 	

 	

LASALLE NATIONAL LEASING CORPORATION
	

 	

 	

 	

By:	

/s/ Thomas M. Jaschik
	

(SEAL)
	 	 	 	 	Name: Thomas M. Jaschik

Title: Senior Vice President
	

AGREED:	

 	

 	

 
	

APPLIED EXTRUSION TECHNOLOGIES, INC.	

 	

 	

 
	

By:	

/s/ Anthony J. Allott
	

(SEAL)	

 	

 	

 





	

Name:	

	

 
	

Title:	

	

 




24





 
December 29, 1997 


Applied
Extrusion Technologies, Inc.

3 Centennial Drive

Peabody, Massachusetts 01960 


	RE:
	EQUIPMENT
LEASE AGREEMENT DATED DECEMBER 29, 1997 




Gentlemen: 


        This
will confirm the collateral understanding which has been reached between us with respect to the above-referenced Equipment Lease Agreement (the "Lease"), between LaSalle National
Leasing Corporation and Applied Extrusion Technologies, Inc. 


        In
consideration of the sum of Ten Dollars ($10.00) in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree to amend Rider No. 1 to the Lease WITH RESPECT ONLY TO EQUIPMENT SCHEDULE NO. 3, AS FOLLOWS: 


	1.
	Paragraph
B (1) is amended to insert "the greater of" before the words "fifty-nine (59)" in the eighth and ninth line and to insert "or Fair Market Value" after the word
"percent" in the ninth line therein.



	2.
	Paragraph
B (4) is amended to insert "B.(1)" after the word "Sections" in the first line therein. 





        Except
as set forth herein, the terms and conditions of the Lease remain unmodified and in full force and effect. 



        If
the foregoing accurately sets forth our understanding with respect to the subject matter hereof, please sign and return the enclosed copy of this letter and it will constitute an
amendment of the Lease pursuant to Section 18 thereof. 



	

 	

 	

 	

LASALLE NATIONAL LEASING CORPORATION
	

 	

 	

 	

By:	

/s/ Thomas M. Jaschik	

(SEAL)
	

AGREED:	

 	

 	

Name: Thomas M. Jaschik

Title: Senior Vice President	

 
	APPLIED EXTRUSION TECHNOLOGIES, INC.	 	 	 	 
	

By:	

/s/ Anthony J. Allott
	

(SEAL)	

 	

 	

 





	

Name:	

	

 
	

Title:	

	

 




25









QuickLinks


EQUIPMENT LEASE AGREEMENT

RIDER NO. 2

RIDER NO. 4

December 29, 1997