I~b
D~
RE:
Gentlemen:
~N~.G.:.-_M A.O. )!c~ J ~ ~f
PATRICUI ~ ~-- ~~~ _"-~~~'
~'~~ ~ t~~
FIRST CAPITAL RESOURCES CORPORATION `- ~ /
MUNICIPAL LEASE-PURCHASE DOCDI~IENTS
Please find enclosed the following items of documentation relating to the
recent equipment lease-purchase transaction financed by First Capital
Resources Corporation:
V Lease Agreement (retain for your records)
Notice and Consent to Assignment (3 copies). Please sign all
three copies, retain one for your records, and return the
remaining two copies in the enclosed pre-addressed envelope.
UCC-1 Forms (2 forms). Please sign both forms, retain the pages
marked "Debtor Copy," and return the remainder in the
pre-addressed envelope.
UCC-1 Form - Debtor Copy (retain for your records)
Assignment Contract (retain for your records)
Other:
This lease has been assigned to ~ l~l~t~(1 C ~~ ~ ~.~k ~ ~~X L
who will be invoicing you for the lease payments.
We appreciated the opportunity to provide you with equipment financing and
look forward to doing business with you again in the future. In the mean-
time, please do not hesitate to call me you if you should have any
questions about this transaction.
Sincerely,
FIRS ITAL RESOURCES CORPORATION
Gt,U7 ~
Elinor Pry'
7-zz- ~s
(date)
FIRST CAPITAL RESOURCES CORPORATION
MUNICIPAL EQUIPMENT LEASE-PURCHASE AGREEMENT
Lessee: KERR COUNTY. TEXAS
Lease Reference No. Lease Reference Date S-7Q-RS
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the items of Equipment (the "Equipment") described in Exhibit A attached to this
Equipment Lease-Purchase Agreement (the "Lease"), upon the following terms and conditions:
1. Delivery and Acceptance.
Lessee, or if Lessee so requests, Lessor, will cause the Equipment to be delivered to Lessee at the location specified in Exhibit A (the "Equipment
Location"). Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery of the Equipment. Lessee will accept the
Equipment as soon as it has been delivered and is operational, or in the event that the manufacturer or vendor allows apre-acceptance test period, as soon
as the test period has expired. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor an Acceptance Certificate
(herein so called) in the form provided by Lessor.
2. Term.
This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on the date the Equipment is accepted
pursuant to Section 1 above and, unless earlier terminated as expressly provided for in this Lease, will continue until the Expiration Date set forth in Exhibit
o atcacned hereto (hereinafter the "Lease Term").
3. Rent.
Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion, equal to the amounts specified in
Exhibit B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from
time to time designate in writing), and will commence on the first Lease Payment date as set forth in Exhibit B and thereafter on the dates set forth in Exhibit
B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically
provided in Section 4 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any set-off, defense,
counterclaim, or recoupment for any reason whatsoever. ,
Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will
do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the Lease Payments may be made, including
making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts
to have such portion of the budget approved and exhausting all available and administrative reviews and appeals in the event such portion of the budget is
not approved. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee
represents that the use of the Equipment is essential to its proper, efficient and economic operation.
4. Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated and budgeted or are otherwise available by any means whatsoever in any fiscal period for
Lease Payments due under this Lease, then the Lessee will immediately notify the Lessor or its assignee of such occurrence and this Lease shall terminate
on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the
portions of Lease Payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. In the event of such
termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its assignee on the date of such termination, packed for
shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by
Lessor. Lessor wil! have all legal and equitable rights and remedies to take possession of the Equipment.
Notwithstanding the foregoing, Lessee agrees (i) that it will not cancel this Lease under the provisions of this Section if any funds are appropriated to it,
or by it, for the acquisition, retention or operation of the Equipment or other equipment performing functions similar to the Equipment for the fiscal period in
which such termination occurs or the next succeeding fiscal period thereafter, and (ii) that it will not during the Lease Term give priority in the application of
funds to any other functionally similar equipment. This paragraph will not be construed so as to permit Lessee to terminate this Lease in order to acquire any
other equipment or to allocate funds directly or indirectly to perform essentially the same application for which the Equipment is intended.
5. Limitation on Warranties.
Lessee acknowledges and agrees that the Equipment is of a size, design, and capacity selected by Lessee, that Lessor is neither a manufacturer nor a
vendor of such equipment, and that LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION. WARRANTY, OR
COVENANT, EXFP.ESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY. DURABILITY, DESIGN, OPERATION,
FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES
AND USES OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS-OR
IMPLIED, WITH RESPECT THERETO, AND LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR
OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR
PERFORMANCE OF THE EQUIPMENT AND THE MAINTENANCE THEREOF.
Lessor hereby assigns to Lessee during the Lease Term, so long as no Event of Default has occurred hereunder and is continuing, all manufacturer's
warranties, if any, expressed or implied with respect to the Equipment, and Lessor authorizes Lessee to obtain the customary services furnished in
connection with such warranties at Lessee's expense.
6. Authority and Authorization.
Lessee represents, covenants and warrants, and as requested by Lessor, will deliver a statement to the effect that: (i) Lessee is a fully constituted
political subdivision or agency of the State of the Equipment Location; (ii) the execution, delivery and performance by the Lessee of this Lease have been
duly authorized by all necessary action on the part of the Lessee; and (iii) this Lease constitutes a legal, valid and binding obligation of the Lessee
enforceable in accordance with its terms. Lessee agrees that (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full
force and effect, (ii) it has complied with all bidding requirements where necessary and by due notification presented this Lease for approval and adoption
as a valid obligation on its part, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period.
7. Title.
Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in lessee; provided, however, that (i) in the event of
termination of this Lease by Lessee pursuant to Section 4 hereof; (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of
Default is continuing; or (iii) in the event that the purchase option has not been exercised prior tothe Expiration Date, title will immediately vest in Lessor or
its assignee.
8. Security Interest.
In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and
interest of Lessee in the Equipment and in all additions, attachments..+ccessions, and substitutions thereto, and on any proceeds therefrom, (ii) agrees that
this Lease may be filed as a financing statement evidencing such security interest, and (iii) agrees to execute and deliver all financing statements,
certificates of title and other instruments necessary or appropriate [~. evidence such security interest.
9. Personal Property.
The Equipment is and will remain personal property and will nol :~e deemed to be affixed to or a part of the real estate on which it may be situated,
notwithstanding that the Equipment or any part thereof may be or t,treafter become in any manner physically affixed or attached to real estate or any
building thereon. If requested by Lessor, Lessee will, at Lessee's ex~,ense, furnish a landlord or mortgagee waiver with respect to the Equipment.
10. Use; Repairs.
Lessee will use the Equipment in a careful manner for the use ~ r~ntemplated by the manufacturer for the Equipment and shall comply with all laws,
ordinances, insurance policies and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of its possession, use or
maintenance.
Lessee, at its expense, will keep the Equipment in good repair and furnish all parts, mechanisms and devices required therefor. If the Equipment is
such as is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement with a party satisfactory to Lessor.
11. Alterations.
Lessee will not make any alterations, additions or improvemen? ; to the Equipment without Lessor's prior written consent unless such alterations,
additions or improvements may be readily removed without damage to the Equipment.
12. Location; Inspection.
The Equipment will not be removed from, or if the Equipment consists of rolling stock, its permanent base will not be changed from, the Equipment
location without Lessor's prior written consent which will not be unreasonably withheld. lessor will be entitled to enter upon the Equipment Location or
elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation.
13. Liens and Taxes.
Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Agreement. Lessee shall pay,
when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase,
possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges, and taxec when
due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes for which Lessee is
responsible or liable under this Agreement, Lessee shall reimburse Lessor therefor.
14. Risk of Loss; Damage; Destruction.
Lessee assumes all risk of loss of or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect
therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this
Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance
~ecovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee at
the option of Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the next Lease Payment date, pay Lessor: (i) all amounts
then owed by Lessee to Lessor under this Lease, including the Lease Payment due on such date; and (ii) an amount equal to the applicable Option to
Purchase Value set forth in Exhibit B. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will
provide Lessee with the pro rata amount of the Lease Payment and the Option to Purchase Value to be made by Lessee with respect to the Equipment
which has suffered the event of loss.
15. Insurance.
Lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance
with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written
consent, may self-insure against any or all such risks. In no event will the insurance limits be less than the amount of the then applicable Option to Purchase
Value with respect to such Equipment. Each insurance policy will name Lessee as an insured and Lessor or its assigns as an additional insured and loss
payee, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or
the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interests may appear. Upon
acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that
Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or
accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and
documentation relating thereto.
16. Indemnification.
Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities
including attorney's fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery,
possession, use, operation, rejection or return and the recovery of claims under insurance policies thereon.
17. Purchase Option.
Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that there is no Event of Default, or an eveht which with notice or lapse of
time, or both, could become an Event of Default, then existing, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth
in Exhibit B by paying to Lessor, on such date, the Lease Payment then due together with the Option to Purchase Value set forth opposite such date. Upon
satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without
warranty, express or implied, except that Lessor will warrant to Lessee that the Equipment is free and clear of any liens created by Lessor.
18. Assignment and Registration.
Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise
dispose of this Lease or the Equipment or any interest in this Lease or the Equipment, or (ii) sublet or lend the Equipment or permit it to be used by anyone
other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any other documents
executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall
have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto. No assignment or reassignment of any of Lessor's right, title or interest in this Lease or the
Equipment shall be effective unless and until Lessee shall have received a duplicate original counterpart of the document by which the assignment or
reassignment is made, disclosing the name and address of each such assignee: provided: however, that if such assignment is made to a bank or trust
company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency
agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the
Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with the United States Internal
Revenue Code, Section 103Q), and the regulations, proposed or existing, from time to time promulgated thereunder
19. Events of Default.
The term "Event of Default," as used herein, means the occurrence of any one or more of the following events
(a) Lessee fails to make any Lease Payment !nr any other payment) as it becomes due in accordance with the terms of this Lease, and any
such failure conii~iues for ten (10) days after the due date thereof;
(b) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such
failure is not cured within twenty (20) days after written notice thereof by Lessor; or
(c) The discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any writing ever delivered by
Lessee pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect.
20. Remedies.
Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of
the following remedies:
(a) By written notica to Lessee, declare an amount equal to all amounts then due under this Lease and all remaining Lease Payments due
during the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable;
(b) By written notice to the Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment
to Lessor in the manner set forth in Section 4 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take
immediate possession of and remove the same;
(c) Sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other payments
due to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the
purchaser, lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; and
(d) Exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or
any other applicable law or proceed by appropriate court action to enforce the terms of this Lease or to recover damages for the breach of this Lease or to
rescind this Lease as to any or all of the Equipment.
In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including
court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor.
21. Notices.
All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address
set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days
subsequent to mailing.
22. Section Headings.
All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this
Lease.
23. Governing Law.
This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location.
24. Delivery of Related Documents.
Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the
Transaction contemplated by this Lease. At the request of Lessor, Lessee will furnish Lessor annual financial statements of Lessee within forty-five days
after the end of Lessees fiscal year.
25. Entire Agreement; Waiver.
This Lease, together with the Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and
Lessor in connection herewith, constitute the entire agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be
modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of this Lease found to be prohibited by law
shall be ineffective to the extent of such prohibition without invalidating the remainder of this Lease. The waiver by Lessor of any breach by Lessee of any
term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof.
26. Additional Provisions.
Any amen~nts to the standard language of this Lease will be set forth in Exh
FIRST CA~ITAL ESOUfRCES
By: 1
LES
By:
~ ~~
Title: ~~'~' 7"~ ~ Title
~(ti~ /
ESSENTIAL USE CERTIFICATE
With respect to the use of the Equipment (herein so called) to be leased to the undersigned under this Equipment Lease-Purchase Agreement:
The Equipment will be used by:
KF.RR ('(ITTNTY RQAT)/RRTTI('F - ~Ff'TNrT (d(d ~
(Department or Division Using Equipment)
for the following purposes: Road Compaction
(State how and for what purposes the Equipment will be used)
The undersigned hereby rep~ents~t}at the use of the Equipment is essential to its proper, efficient and economic operation.
LESSEE:
Title:
GEHTIFIGATE VF APPHVPHIAIIVN
'~:x:
of
KERB COUNTY _ __ _ (Lessee), hereby
certify that all lease payments due by Lessee under that certain Equipment Lease-Purchase Agreement between Lessee and First Capital Resources
Corporation, as lessor, for the fiscal year ending Sent 30 , 198 ~- ,are within such fiscal year's Budget for
Lessee and within an available, unexhausted and unencumbered appropriation for Lessee.
IN WITNESS WHEREOF, I have set my hand this 31st day of
LESSEE: KERB COUNTY
By: ~~ _-
Title: COUNTY AUDITOR _
INCUMBENCY CERTIFICATE
1. _~-TRICIA DYE
of _ KERR COUNTY _ ,apolitical subdivision or agency duly organized
do hereby certir,~ that I am the duly elected or appointed and acting Secretary,'Clerk
1 ss_5.
and existing under the laws of the State of TEXAS ____ . , that I have custody of the records of such entity, and that as of
the date hereof, the individuals named below are the duty elected or appointed officers of such entity holding the offices set forth opposite their respective
names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures an ch officers have
the authority on behalf of such entity to enter into that certain Equipment Lease-Purchase Agreement dated • 1985- ,
between such entity and First Capital Resources Corporation.
NAME
TITLE
F
rnunn~~ c >,,rn>?uTCC - COUNTY JUDGE
DON WILLIAMSON COUNTY AUDITOR
IN N/ITNESS WHEREOF, I have duty executed this certificate and affixed the seal of such entity hereto this ~ _ day of
_ ~ _ , 198? .
'9erretary/Clerk
t}A'T:LICIA DYE , KER COUNTY CLERK
SEAL
EXHIBIT A
DESCRIPTION OF EQUIPMENT
TY DESCRIPTION
ONE CASE MODEL 752 DOUBLE DRUM VIBRATORY ROLLER
SERIAL X6840137905
UIPMENT LOCATION
KERR COUNTY, TEXAS
ADDRESS: KERR COUNTY PRECINCT #1 YARD
Havs & Schreiner St.
Kerrville, Texas 78028
EXHIBIT B
PAYMENT SCHEDULE
LESSEE: KERB COUNTY, TEXAS
LEASE PAYMENT: $7014.60
PAYMENT DUE DATE: THE FIRST PAYMENT SHALL BE DUE SIX (6) MONTHS AFTER THE DATE OF
EQUIPMENT ACCEPTANCE, AND SUBSEQUENT RENTAL PAYMENTS SHALL BE DUE SEMI ANNUALLY
THEREAFTER.
LEASE
PAYMENT
NUMBER	
INTEREST
PORTION	
PRINCIPAL
PORTION	OPTION TO
PURCHASE
VALUE
1	1854.35	5160.25	31227.69
2	1583.44	5431.16	25462:20
3	1298.30	5716.30	19466.08
4	998.20	6016.40	13230.13
5	682.34	6332.26	6744.73
6	349.89	6664.70	1.00
ACCEPTANCE CERTIFICATE
First Capital Resources Corporation
415 N. McKinley, Suite 960
Little Rock, Arkansas 72205
Gentlemen:
In accordance with the terms of the Equipment Lease-Purchase Agreement
dated
May 24, 1985 , (the "Lease") between First Capital Resources
Corporation ("Lessor"), and the undersigned ("Lessee"), Lessee hereby
certifies and represents to, and agrees with, Lessor as follows:
1. The Equipment, as such term is defined in the Lease, has been
delivered and instal3,~ed at the Equipment Location specified in
Exhibit A to the Lease and accepted on the date indicated below.
2. Lessee has conducted such inspection and/or testing of the
Equipment as it deems necessary and appropriate and hereby
acknowledges that it accepts the Equipment for all purposes.
3. No Event of Default, as such term is defined in the Lease, and
no event which with notice or lapse of time, or both, would become
an Event of Default, has occurred and is continuing at the date
hereof.
LESS
ay:
Titl
Date

FIRST
CAPITRI
RESOURCES
CORPORATION
NOTICE AND CONSENT TO ASSIGNMENT
July 8, 1985
Kerr County
Kerr County Courthouse
Kerrville, Texas 78028
Re: Equipment Lease-purchase Agreement dated May 24, 1985 between Kerr
County/Kerr County Courthouse ("Lessee") and First Capital Resources
Corporation ("Lessor")
Gentlemen:
Please be advised that First Capital Resources Corporation has assigned all
its right, title and interest in and to the above-referenced Equipment Lease-
Purchase Agreement (the "Agreement"), the equipment leased thereunder, and the
right to receive payments thereunder to
American National Bank ("Assignee").
All payments due under the Agreement should be made to the Assignee at
the following address:
2301 Richmond Road, Texarkana, Texas 75501
Please acknowledge your receipt of a copy of the assignment and your agreement
to make the payments due under the Agreement to the Assignee by the signature
of a duly authorized officer in the space provided below.
FIRST CAP AL RESOURCES DRAT ON
By : Date : ' ~-~j-
Rod y Shaddox /
Title: President
Date: 7-19-85
1701 South Shackleford Road little Rock, RR 7QQ 1 1 (501) QQ4-1356
NRTI ONRI 1-800-453-9491
Title: County Judge
D~iee oC T~-e Count}+ ANorne~
Kerr Ciount,
3l7 Eer~ Garrett
KerrrJ~, Tezes 78028
Gel E. Keree~
CiountJ t~ttorneJ
i ~7oc
First ~,ap'tta ~:~?~OU. ~8: ~;Or;;orGt ,J.,
415 hl. M?Ch~~~~i~y, ~u~ ~~ 9S0
(512 896-5338
I have rev~ewec :~~~ ~ ~tuatio;~ with respect to that certa~,~
Equipment _eu ~ _ _~ - `~r. ;~ G,~t~C ~•~~:~ ~4, "., a~~.c'
:~e*_~~~e~n Kerr. ~oui~~ty ~ Fi, ._ _ ''•~p, ta1 Resources Core:,' ,~t „_,..
.- + -

._
i ~~
l ~ '- _ ,_ _
4 " .. ~ _ ,
ASSIGNMENT
This Assignment dated July 8, 1985 is hereby given by First Capital
Resources Corporation, an Arkansas corporation, 1701 South Shackleford
Road, Little Rock, Arkansas 72211 (the Assignor) to American National Bank,
2301 Richmond Road, Texarkana, Texas 75501 (the Assignee).
WTTPIF.~SF.TH:
WHEREAS, Assignor has entered into that certain Equipment Lease-
Purchase Agreement dated as of May 24, 1985 (the Agreement) with Kerr
County/Kerr County Courthouse (the Lessee), pursuant to which the equipment
more particularly described therein (the Equipment) is being leased to
Lessee under the terms stated in the Agreement;
WHEREAS, Assignor desires to sell, assign and transfer to Assignee,
all of Assignor's right, title and interest in, to and under the Agreement
and the Equipment upon the terms and conditions stated below;
NOW, THEREFORE, in consideration of the premises, the covenants con-
tained herein and other good and valuable consideration received, Assignor
hereby represents to Assignee in connection herewith that:
1. Assignment. Assignor hereby sells, transfers, delivers, and
assigns to Assignee, its successors and assigns, all of its right, title
and interest in, to and under (i) the Agreement and none of the obligations
thereunder, together with all amendments, agreements, documents and wri-
tings relating thereto, and (ii) the Equipment.
2. Power of Attorney. Assignor irrevocably constitutes and appoints
the Assignees and any present or future officer or agent of Assignee, as
its lawful attorney with full power of substitution and resubstitution, and
in the name of Assignor or otherwise, to collect and to sue in any court
for payments due or to become due under the Agreement, or any part thereof,
to withdraw or settle any claims, suits or proceedings pertaining to or
arising out of the Agreement upon any terms as Assignee in its discretion
may deem to be in its best interest, all without notice to or assent of
Assignor, and, further, to take possession and to endorse in the name of
Assignor any instrument for the payment of money received on account of the
payments due under the Agreement.
3. Payments. Assignor has authorized and directed the Lessee, in
writing, to pay to Assignee, its successors and assigns, all payments
due or to become due under the Agreement from and after the date of this
agreement by forwarding such payments, upon receipt of proper invoice, to
the following address: American National Bank, 2301 Richmond Road,
Texarkana, Texas 75501, a copy of which authorization and direction the
receipt of and agreement to, which has been acknowledged by the Lessee, has
been furnished to Assignee. Assignor represents and warrants that no event
of default now exists in the Lease.
4. Warranties and Covenants. Assignor hereby represents, warrants
and covenants to and with Assignee that:
(a) Assignor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Arkansas, with cor-
porate powers and authority to own its respective properties and carry on
its respective businesses as now being conducted.
(b) Assignor has full power, authority and legal right to enter
into and perform its obligations under this assignment and the Agreement
and the execution, delivery and performance of this assignment and the
Agreement have been duly authorized by all necessary corporate action on
the part of Assignor, do not require any stockholder approval or the appro-
val or consent of any trustee or holder of any indebtedness or obligation
of Assignor or such required approvals and consents have heretofore been
duly obtained, and the foregoing do not contravene any law, governmental
rule, regulation, order or ordinance of any governmental entity having
jurisdiction or the Articles of Incorporation or Bylaws of Assignor and do
not and will not result in any breach of or constitute a default under any
indenture, mortgage, contract, agreement or instrument to which Assignor is
a party or by which it or its property is bound.
(c) There are no pending or threatened actions or proceedings
before any court or administrative agency which will materially adversely
affect the condition, business or operation of Assignor or the ability of
Assignor to perform its obligations under this assignment or the Agreement.
(d) The Agreement and the Equipment are free and clear of all
claims, liens, security interest, encumbrances of any kind or character
except the rights of the Lessee under the Agreement, the same shall be and
remain free of all claims, liens, security interests and encumbrances
arising through any act or omission of Assignor or any person claiming by,
through or under it.
(e) Assignor has and will comply with and duly and promptly per-
form all the obligations of Assignor under the Agreement and all related
documents and instruments.
(f) The Agreement delivered to Assignee herewith is an original
and constitutes the entire writing, obligation and agreement between the
Assignor and the Lessee respecting the Equipment, the lease thereof, and
the payment therefor, by the Lessee.
(g) Assignor will make appropriate notations on its books and
records with entries regarding the Agreement indicating the entering into
of this assignment.
(h} Assignor will indemnify and hold Assignee harmless from and
against all claims, losses, costs and expenses arising from or growing out
of the failure of Assignor to keep or perform any of the warranties, cove-
nants or agreements contained in this assignment.
5. Further Assurances. Assignor from time to time, at the request of
the Assignee, shall execute and deliver such further acknowledgments,
agreements and instruments of assignment, transfer and assurance, including
bills of sale for the Equipment, and do all such further acts and things as
may be necessary or appropriate in the opinion of Assignee to give effect
to the provisions hereof and to more perfectly confirm the rights, titles,
and interests hereby assigned and transferred to Assignee.
6. Severability, Rights Cumulative. If any part of this assignment
shall be contrary to any law which Assignee might seek to apply or enforce
or should otherwise be defective, the other provisions hereof shall not be
affected thereby but shall continue in full force and effect, to which end
they are hereby declared severable. All rights, remedies and powers of
Assignee hereunder are irrevocable and cumulative, and not alternative or
exclusive, and shall be in addition to all rights, remedies and powers
given hereunder, or in or by any other instrument or any other law now
existing or hereinafter enacted.
7. Notices. Any notice required or permitted to be given by
Assignor or Assignee to the other shall be deemed to have been given on the
third day after it is deposited in the United States mail, certified mail,
return receipt requested, with proper postage prepaid, and addressed to
the party at such address as shown at the beginning of this assignment or
at such other address as one party shall hereinafter furnish to the other
in writing.
8. Headings. The headings of the sections of this assignment are
for convenience only and shall not be used to interpret or construe this
assignment.
9. Entirety; Amendments. This assignment contains the entire
agreement between Assignor and Assignee with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating
thereto. No other agreements will be effective to change, modify or ter-
minate this assignment in whole or in part unless such agreement is in
writing and duly executed by Assignor and Assignee. No representations,
inducements, promises, or agreements, oral or otherwise, that are not
embodied herein (or any written instrument or document delivered pursuant
hereto or in connection herewith) will be of any force or effect.
10. Parties Bound. This assignment will be binding on Assignor and
its successors and assigns, and will inure to the benefit of Assignee and
its successors and assigns.
11. Governing Law. The substantive Laws of the State of Arkansas will
govern the validity, construction, enforcement, and interpretation of this
assignment and the rights of the parties hereunder.
IN WITNESS WHEREOF, Assignor has executed this assignment as of the
date first above written.
FIRST CAPITAL RESOURCES CORP. AMERICAN NATIONAL BANK
Y~ Y~
Rodney addox, Presi nt
Name• Billy I. Crutch£ie/ld,
President and C.E.O. of
Title: American National Bank
FIRST CAPITAL RESOURCES CORPORATION
MUNICIPAL LEASE PUBCHASE DOCUMENTS
RE : I CC~~ Y' ~ ~ O 111n ~~IJY 1' t~ 0 l~ S C~
Gentlemen:
Please find enclosed the following items of documentation relating to the
recent equipment lease-purchase transaction financed by First Capital
Resources Corporation:
Lease Agreement (retain for your records)
_~ Notice and Co~lsent to Assignment .(-3 ca~Lies). Please sign all
three copse retain one for your records,.-'and return the
remaining tw ~ tfie enclosed pre-addressed envelope.
UCC-1 Forms (2 forms). Please sign both forms, retain the pages
marked "Debtor Copy," and return the remainder in the
pre-addressed envelope.
/ UCC-1 Form - Debtor Copy (retain for your records)
Assignment Contract (retain for your records)
This lease has been assigned to (~~/~t ~ C ~~ ~} ~~'~, ~ ~.
who will be invoicing you for the lease payments.
We appreciated the opportunity to provide you with equipment financing and
look forward to doing business with you again in the future. In the mean-
time, please do not hesitate to call me you if you should have any
questions about this transaction.
Sincerely,
FIRST APITAL RESOURCES CORPORATION
~ Gt.~> 'n
Elinor Pryo
~-~^ ~sJ
(date)
This Financing Statement is presented to a Filing Officer for filing pursuant to the Uniform Commerc.a Core
1. Debtor(s) Name and Mailing Address: ~ 2 Secur?d Porty(ies) Name and Address
(Do not abbreviate) I
~~rr Cou~tp Precix~~ct ~.
~~rr CBU~ty Cvurtbox~se
~c~x'rville, Tex~-s 78fl~~3
~''~.r8$ C,llpitdl i~tlESOiZ
Ctaz~+~r~it~~tn
4I5 ~, ~~K3.nlu~; „960
LSttlf~ Rc-a~r,1~~,.TZ2

4. This Financing Stotement covers the following types (or items) of property. 15. Name and Address of Assignee of Secured
(WARNING: !f collateral is crops, fixtures, timber or minerals, read 'instructions on back.) Party: cUse this space to describe coliaterai, .t needed)
C:al~t&3 3~O$e3~. ~5~ ~3t}u~7~Et Dr"t V~t~ax'atar~ ~a~l~r b+arf.al ~~~t~I3~9~35
L~
Check only if applicable Number of additional sheets presented -
^ This Financing Statement is to be filed for record in the real estate records. ^ Products of collateral are also covered.
6. This Stotement is signed by the Secured Party instead of the Debtor to perfect a security interest in collateral
(Please check ^ already subject too security interest in another jurisdiction when it was brought into this state, or when the debtor's location was
appropriate baz) changed to this state, or
^ already subject to a financing statement filed in another county.
^ which is proceeds of the original collateral described above in which o security interest was perfected, or
^ as to, which the filing has lapsed, or i
Q acquired afte~`a change of name, identity or corporate structure of the debtor. i
Kerr County by,`G.S.Morriss, Ca.Judge FIRST CAPITAL RESBIIRCES CORPORATION
' ~ )i` Use whichever signature line is appNcoble. ,-
$ighoture(s} of Debtor(s) Signature(s) of Secured Party(ies)
t4) Debtor's Copy-Detach Before Mailing
-~-- .erv 6.19.]5) APPROVED BY THE SECRETARY OF STATE OF 7EXA5-FORM 15-13A8-HART GRAPHICS, P. O. BOX 965, AUSTIN, TEXAS TB]6] ;
FIRST
CAPITRI
RESOURCES
CORPORATION
NOTICE AND CONSENT TO ASSIGNMENT
July 8, 1985
Kerr County
Kerr County Courthouse
Kerrville, Texas 78028
Re: Equipment Lease-purchase Agreement dated May 24, 1985 between Kerr
County/Kerr County Courthouse ("Lessee") and First Capital Resources
Corporation ("Lessor")
Gentlemen:
Please be advised that First Capital Resources Corporation has assigned all
its right, title and interest in and to the above-referenced Equipment Lease-
Purchase Agreement (the "Agreement"), the equipment leased thereunder, and the
right to receive payments thereunder to
American National Bank ("Assignee").
All payments due under the Agreement should be made to the Assignee at
the following address:
2301 Richmond Road, Texarkana, Texas 75501
Please acknowledge your receipt of a copy of the assignment and your agreement
to make the payments due under the Agreement to the Assignee by the signature
of a duly authorized officer in the space provided below.
FIRST CAPIT RESOURCES CORPO ION
By: Date: ' fj~-gJ~
Rodney S ddox
Title: President
Date: 7-19-88
1701 South ShackleFord Road little Rock, RR 7QQ11 (501) QQ4-1356
NRTI ON R l 1-800-453-9491
Title: County Judge
,~~A IDTE ~~~7 ~~
FIRST CAPITAL RESOURCES CORPORATION aw~lr '~+~ "
MUNICIPAL EGIUIPMENT LEASE-PURCHASE AGREEME -
Lessee: KERB COUNTY TEXAS
5-24-85
Lease Reference No. Lease Reference Date
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the items of Equipment (the "Equipment") described in
Equipment Lease-Purchase Agreement (the "Lease"), upon the following terms and conditions:
Delivery and Acceptance.
Exhibit A attached to this
Lessee, or if Lessee so requests, Lessor, will cause the Equipment to be delivered to Lessee at the location specified in Exhibit A (the "Equipment
Location"). Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery of the Equipment. Lessee wilt accept the
Equipment as soon as it has been delivered and is operational, or in the event that the manufacturer or vendor allows apre-acceptance test period, as soon
as the test period has expired. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor an Acceptance Certificate
(herein so called) in the form provided by Lessor.
2. Tenn. _
This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on the date the Equipment is accepted
pursuant to Section 1 above and, unless earlier terminated as expressly provided for in this Lease, will continue until the Expiration Date set forth in Exhibit
B atracned hereto (hereinafter the "Lease Term").
3. Rent.
Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion, equal to the amounts specified in
Exhibit B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from
fime to time designate in writing), and will commence on the first Lease Payment date as set forth in Exhibit B and thereafter on the dates set forth in Exhibit
B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically
provided in Section 4 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any set-oft, defense,
counterclaim, or recoupment for any reason whatsoever. ,
Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that it will
do all things lawfully within its power to obtain, maintain and properly request and pursue funds from which the Lease Payments may be made, including
making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona tide best efforts
to have such portion of the budget approved and exhausting all available and administrative reviews and appeals in the event such portion of the budget is
not approved. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee
represents chat the use of the Equipment is essential to its proper, efficient and economic operation.
Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated and budgeted or are otherwise available by any means whatsoever in any fiscal period for
Lease Payments due under this Lease, then the Lessee will immediately notify the Lessor or its assignee of such occurrence and this Lease shall terminate
on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the
portions of Lease Payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. In the event of such
termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its assignee on the date of such termination, packed for
shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by
Lessor Lessor will have all legal and equitable rights and remedies to take possession of the Equipment.
Notwithstanding the foregoing, Lessee agrees (i) that it will not cancel this Lease under the provisions of this Section it any funds are appropriated to it,
or by it, for the acquisition, retention or operation of the Equipment or other equipment performing functions similar to the Equipment for the fiscal period in
whi;,h such termination occurs or the next succeeding fiscal period thereafter, and (ii) that it will not during the Lease Term give priority in the application of
funds to any other functionally similar equipment. This paragraph will not be construed so as to permit Lessee tc terminate this lease in order to acquire any
other equipment or to allocate funds directly or indirectly to perform essentially the same application for which the Equipment is intended.
Limitation on Warranties.
Lessee acknowledges and agrees that the Equipment is of a size, design, and capacity selected by Lessee, that Lessor is neither a manufacturer nor a
vendor of such equipment, and that LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION. WARRANTY, OR
COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY. DURABILITY, DESIGN. OPERATION,
FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES
AND USES OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR
IMPLIED, WITH RESPECT THERETO, AND LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR
OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR
PERFORMANCE OF THE EQUIPMENT AND THE MAINTENANCE THEREOF.
lessor hereby assigns to Lessee during the Lease Term, so long as no Event of Default has occurred hereunder and is continuing, all manufacturer's
warranties, it any, expressed or implied with respect to the Equipment, and Lessor authorizes Lessee to obtain the customary services furnished in
connection with such warranties at Lessee's expense. '
Authority and Authorization.
Lessee represents, covenants and warrants, and as requested by Lessor, wilt deliver a statement to the effect that: (i) Lessee is a fully constituted
political subdivision or agency of the State of the Equipment Location; (ii) the execution, delivery and performance by the Lessee of this Lease have been
duly authorized by all necessary action un the part of the Lessee; and (iii) this Lease constitutes a legal, valid and binding obligation of the Lessee
enforceable in accordance with its terms. Lessee agrees that (i) it will do or cause to be done all things necessary to preserve and keep the Lease in Lull
force and effect, (ii) it has complied with all bidding requirements where necessary and by due notification presented this Lease for approval and adoption
as a valid obligation on its part, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period.
7. Title.
Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee; provided, however, that (i) in the event of
termination of this Lease by Lessee pursuant to Section 4 hereot; (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of
Default is continuing; or (iii} in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or
-8: ~ Security~7Ft~k"s~: ~ ~ 1~
-irr order to secure all of~itS'dbingations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and
yy~~terest of Lessee in the Equipment and all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom, (ii) agrees that
~}iis'Lease may be filets as a finartcm statement evidencing such security interest, and (iii) agrees to execute and deliver all financing statements,
certificates of title and other instruments necessary or appropriate to evidence such security interest.
9. Personal Property.
The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated,
notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any
building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a landlord or mortgagee waiver with respect to the Equipment.
10. Use; Repairs.
Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer for the Equipment and shall comply with all laws,
ordinances, insurance policies and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of its possession, use or
maintenance.
Lessee, at its expense, will keep the Equipment in good repair and furnish all parts, mechanisms and devices required therefor. If the Equipment is
such as is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement with a party satisfactory to Lessor.
11. Alterations.
Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations,
additions or improvements may be readily removed without damage to the Equipment. .
12. Location; Inspection.
The Equipment will not be removed from, or if the Equipment consists of rolling stock, its permanent base will not be changed from, the Equipment
location without lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or
elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation.
13. Liens and Taxes.
Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Agreement. Lessee shall pay,
when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase,
possession or use of the Equipment, excluding however, a!I taxes on or measured by Lessor's income. If Lessee fails to pay said charges, and taxes when
due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. if Lessor pays any charges or taxes for which Lessee is
responsible or liable under this Agreement. Lessee shall reimburse Lessor therefor.
14. Risk of Loss; Damage; Destruction.
Lessee assumes all risk of loss of or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect
therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this
Lease. In the event of damage to any item of Equipment, Lessee wi!I immediately place the same in good repair with the proceeds of any insurance
•ecovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee at
the option of Lessor will: either (a) replace the same with like equipment in good repair; or (bl on the next Lease Payment date, pay Lessor: (i} all amounts
then owed by Lessee to Lessor under this Lease, including the Lease Payment due on such date; and (ii) an amount equal to the applicable Option to
Purchase Value set forth in Exhibit B. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor wi!I
provide lessee with the pro rata amount of the Lease Payment and the Option to Purchase Value to be made by Lessee with respect to the Equipment
which has suffered the event of loss.
15. Insurance.
lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance
with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written
consent, may self-insure against any or all such risks. In no event will the insurance limits be less than the amount of the then applicable Option to Purchase
Value with respect to such Equipment. Each insurance policy will name Lessee as an insured and Lessor or its assigns as an additional insured and loss
payee, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or
the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interests may appear. Upon
acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that
Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or
accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and
documentation relating thereto.
16. Indemnification.
Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities
including attorney's fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery,
possession, use, operation, rejection or return and the recovery of claims under insurance policies thereon.
17. Purchase Option.
Upon thirty (30) days prior written notice from Lessee to Lessor. and provided that there is no Event of Default, or an event which with notice or lapse of
time, or both, could become an Event of Default, then existing, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth
in Exhibit B by paying to Lessor, on such date, the Lease Payment then due together with the Option to Purchase Value set forth opposite such date. Upon
satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without
warranty, express or implied, except that Lessor will warrant to Lessee that the Equipment is free and clear of any liens created by Lessor.
18. Assignment and Registration.
Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise
dispose of this Lease or the Equipment or any interest in this Lease or the Equipment, or (ii) sublet or lend the Equipment or permit it to be used by anyone
other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any other documents
executed with respect to this Lease andlor grant or assign a security interest in this Lease a^d the Equipment, in whole or in part. Any such assignees shall
have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto. No assignment or reassignment of any of Lessor's right, title or interest in this Lease or the
Equipment srhall be effective unless and until Lessee shall have received a duplicate original counterpart of the document by which the assignment or
reassignment is made, disclosing the name and address of each such assignee: provided; however, that if such assignment is made to a bank or trust
company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency
agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. Ouring the
Lease Term Lessee shall keep a complete and accurate record of all such assignments in Corm necessary to comply with the United States Internal
Revenue Code, Section 103(j), and the regulations, proposed or existing, from time to time promulgated thereunder.
19. Events of Default.
The term "Event of Default," as used herein, means the occurrence of any one or more of the following events:
(a) lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of this Lease, and any
such failure coniiriues for ten (10) days after the due date thereof;
(b) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such
failure is not cured within twenty (20) days after written notice thereof by Lessor; or
(c) The discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any writing ever delivered by
Lessee pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect.
20. Remedies.
Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of
the following remedies:
(a) By written notice to Lessee, declare an amount equal to all amounts then due under this Lease and all remaining Lease Payments due
during the Lease Term to be immediately due and payable, whereupon the same shall become immediately due and payable;
(b) By written notice to the Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment
to Lessor in the manner set forth in Section 4 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take
immediate possession of and remove the same;
(c) Sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other payments
due to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the
purchaser, lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; and
(d) Exercise any other right, remedy or privilege which may be available to it under applicable taws of the state of the Equipment Location or
any other applicable law or proceed by appropriate court action to enforce the terms of this Lease or to recover damages for the breach of this Lease or to
rescind this Lease as to any or all of the Equipment.
In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including
court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor.
21. Notices.
All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address
set forth herein or at such adflress as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days
subsequent to mailing.
22. Section Headings.
All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this
Lease.
23. Governing Law.
This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location.
24. Delivery of Related Documents.
Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the
Transaction contemplated by this Lease. At the request of Lessor, Lessee will furnish Lessor annual financial statements of Lessee within forty-five days
after the end of Lessees fiscal year.
25. Entire Agreement; Waiver.
This Lease, together with the Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and
Lessor in connection herewith, constitute the entire agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be
modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of this Lease found to be prohibited by law
shall be ineffective to the extent of such prohibition wittrout invalidating the remainder of this Lease. The waiver by Lessor of any breach by Lessee of any
term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof.
26. Additional Provisions.
Any amendme s t the standard language of this Lease will be set forth in Exh
FIRST CAPITAL R)rSOURCES

LES
By
2
Title: _~ ~_ ~~ ._ _________ Title
s/z~(~~
~,
,.,
. t .. , .. .
EXHIBIT A
DESCRIPTION OF EQUIPMENT
QUANITY DESCRIPTION
ONE CASE MODEL 752 DOUBLE DRUM VIBRATORY ROLLER
SERIAL 4840137905
EQUIPMENT LOCATION
KERB COUNTY, TEXAS
ADDRESS: KERB COUNTY PRECINCT #1 YARD
Havs & Schreiner St.
KPYYV~ ~ ~P_r TPXcZC ~J~30Zfi
ESSENTIAL USE CERTIFICATE ~ '
With respect to the use of the Equipment (herein so called) to be leased to the undersigned under this Equipment Lease-Purchase Agreement:
The Equipment wilt be used by:
'~ uFRT? detJATT~-RG1AD,~8RIDGE--PRECINCT ~-],
(Department or Division Using Equipment)
for the following purposes: Road compaction
The
LESSEE:
Title: _ County Judge
(State how and for what purposes the Equipment will be used)
the use of the Equipment is essential to its proper, efficient and economic operation.
,,. I. DON WILLIAMSON
of
KERR COUNTY _ (Lessee), hereby
certify that all lease payments due by Lessee under that certain Equipment Lease-Purchase Agreement between Lessee and First Capital Resources
Corporation, as Lessor, for the fiscal year ending ~__ __Cvog~~_~~_-__ ~_
Lessee and within an available. unexhausted and unencumtered appropriation for Lessee.
IN WITNESS WHEREOF, I have set my hand this 31st day of
LESSEE: KERR COUNTY
1sa.5
Title: COUNTY AUDITOR
INCUMBENCY CERTIFICATE
., I PATRICIA DYE_ __ , do hereby certiy; that I am the duly elected or appointed and actiny Secretary,rClerk
of KERR_COUNTY
1981- , are within such fiscal year's Budget for
,apolitical subdivision or agency duly organized
and existing under the laws of the State of TFXAS ___ __.______ , that I have custody of the records of such entity, and that as of
the date hereof, the individuals named below are the duly elected cr appointed officers of such entity holding the offices set forth opposite their respective
names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic si natures and (ii) cers have
the authority on behalf of such entity to enter into that certain Equipment Lease-Purchase Agreement dated _ 2 _ _ __ .198 5,
between such entity and First Capital Resources Corporation.
NAME TITLE
GORDON S. MORRISS COUNTY JUDGE
DON WILLIAMSON COUNTY AUDITOR

~ IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this __ ~~_ day of
198.~.
l.T _
~6ceretery/Clerk !
' , ~ ~'AZ'RICIA DYE, K R COUNTY CLERK
SEAL .
ACCEPTANCE CERTIFICATE
First Capital Resources Corporation
415 N. McKinley, Suite 960
Little Rock, Arkansas 72205
Gentlemen:
In accordance with the terms of the Equipment Lease-Purchase Agreement
dated
(the "Lease") between First Capital Resources
Corporation ("Lessor"), and the undersigned ("Lessee"), Lessee hereby
certifies and represents to, and agrees with, Lessor as follows:
1. The Equipment, as such term is defined in the Lease, has been
delivered and instal3~ed=at the Equipment Location specified in
Exhibit A to the Lease and accepted on the date indicated below.
2. Lessee has conducted such inspection and/or testing of the
Equipment as it deems necessary and appropriate and hereby
acknowledges that it accepts the Equipment for all purposes.
3. No Event of Def ault, as such term is defined in the Lease, and
no event which with notice or lapse of time, or both, would become
an Event of Default, has occurred and is continuing at the date
hereof.
LESS
sy:
~~ Titl
Date
EXHIBIT B
PAYMENT SCHEDULE
LESSEE: KERR COUNTY, TEXAS
LEASE PAYMENT: $7014,60
PAYMENT DUE DATE: THE FIRST PAYMENT SHALL BE DUE SIX (6) MONTHS AFTER THE DATE OF
EQUIPMENT ACCEPTANCE, AND SUBSEQUENT RENTAL PAYMENTS SHALL BE DUE SEMI ANNUALLY
THEREAFTER.
LEASE
PAYMENT
NUMBER	
INTEREST
PORTION	
PRINCIPAL
PORTION	OPTION TO
PURCHASE
VALUE
1	1854.35	5160.25	31227.69
2	1583.44	5431.16	25462:20
3	1298.30	5716.30	19466.08
4	998.20	6016.40	13230.13
5	682.34	6332.26	6744.73
6	349.89	6664.70	1.00
ACCEPTANCE CERTIFICATE
First Capital Resources Corporation
415 N. McKinley, Suite 960
Little Rock, Arkansas 72205
Gentlemen:
In accordance with the terms of the Equipment Lease-Purchase Agreement
dated
(the "Lease") between First Capital Resources
Corporation ("Lessor"), and the undersigned ("Lessee"), Lessee hereby
certifies and represents to, and agrees with, Lessor as follows:
1. The Equipment, as such term is defined in the Lease, has been
delivered and instal3~ed=at the Equipment Location specified in
Exhibit A to the Lease and accepted on the date indicated below.
2. Lessee has conducted such inspection and/or testing of the
Equipment as it deems necessary and appropriate- and hereby
acknowledges that it accepts the Equipment for all purposes.
3. No Event of Default, as such term is defined in the Lease, and
no event which with notice or lapse of time, or both, would become
an Event of Default, has occurred and is continuing at the date
hereof.
LESS
sy:
Titl
Date