AT&T CAPITAL CORPORATION
MASTER EQUIPMENT LEASE AGREEMENT
LESSEE: SPEC'S MUSIC, INC. LESSOR: NCR CREDIT CORP.
0000 XX 00XX XXXXXX 0000 XXXXXXXXXX XXXX
XXXXX, XXXXXXX 00000 XXXXXXXXXX, XX 00000
LEASE NUMBER: 4057
1. AGREEMENT. Lessor agrees to lease to Lessee and Lessee agrees to lease from
Lessor the equipment (Equipment) described In any schedule (Schedule) that
incorporates this Master Equipment Lease Agreement (Agreements) by reference. A
Schedule shall incorporate this Agreement by reference by listing the above
referenced Lease Number thereon. Such lease shall be governed by the terms and
conditions of this Agreement, as well as by the terms and conditions set forth
In the applicable Schedule. Each Schedule shall constitute an agreement separate
and distinct from this Agreement and any other Schedule. In the event of a
conflict between the provisions of this Agreement and a Schedule, the provisions
of the Schedule shall govern.
2. ASSIGNMENT OF PURCHASE DOCUMENTS. Lessee shalt execute and deliver to Lessor
a writing acceptable to Lessor whereby Lessor Is assigned all of Lessees rights
and interest in and to: (a) the Equipment described In the applicable Schedule
and (b) any purchase order, contract or other documents (collectively, Purchase
Documents) relating thereto that Lessee has entered into with the Seller (as
specified in the applicable Schedule). If Seller is not an affiliate of Lessor,
Lessee shall deliver to Lessor a writing acceptable to Lessor whereby Seller
acknowledges, and provides any required consent to such assignment. If Lessee
has not entered Into any Purchase Document for the Equipment with Seller, Lessee
authorizes Lessor to act as Lessee's agent to issue a purchase order to Seller
for the Equipment and for associated matters, and such purchase order shall be
subject to this Section 2 and all references in this Agreement to Purchase
Documents shall include such purchase order. By executing the applicable
Schedule, Lessee represents and warrants that Lessee either (y) has reviewed,
approved and received a copy of the applicable Purchase Documents or (z) has
been informed by Lessor (I) of the identity of the Seller, (ii) that Lessee may
have rights under the Purchase Documents and (iii) that Lessee may contact
Seller for a description of such rights.
3. DELIVERY; ACCEPTANCE. Lessee shall cause the Equipment to be delivered to
Lessee at the Equipment Location (as specified in the applicable Schedule) and
Lessee shall accept the Equipment as soon as it is delivered or, if acceptance
criteria is specified in the applicable Purchase Documents, as soon as it has
met such criteria. Lessee shall evidence its acceptance of the Equipment and
commencement of the Lease with respect thereto by executing and delivering to
Lessor a commencement certificate (Commencement Certificate) in a form
acceptable to Lessor. By executing and delivering a Commencement Certificate to
Lessor, (a) Lessee represents and warrants that it has selected the Equipment
and Seller specified on the applicable
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Schedule and (b) Lessee shall irrevocably accept such Equipment under lease.
4. PURCHASE OF EQUIPMENT. Provided that no Event of Default (as defined in
Section 19) exists, and no event has occurred and is continuing that with notice
or the lapse of time or both would constitute an Event of Default, Lessor shall
be obligated to purchase the Equipment from Seller and to lease the Equipment to
Lessee if (and only if) Lessor receives on or before the Latest Commencement
Date (as specified In the applicable Schedule) the related Commencement
Certificate and Schedule (both executed by Lessee), and such other documents or
assurances as Lessor may reasonably request.
5. TERM. The initial term of each Schedule (Initial Term) shall begin on the
date specified as the Commencement Date on the Commencement Certificate with
respect to such Schedule and shall continue for the period specified in such
Schedule. Any renewable term of a Schedule (Renewal Term) shall begin on the
expiration of, as applicable, the Initial Term or any preceding Renewal Term
(collectively, Term).
6. RENT; ADVANCE RENT; LATE CHARGES. Lessee shall pay Lessor the first Rental
Payment (as specified in the applicable Schedule) for the Equipment on or before
the Commencement Date of the applicable Schedule, and shall pay Lessor the
remaining periodic Rental Payments on or before the periodic payment dates
specified in the applicable Schedule or, if periodic payment dates are not
specified, on or before the corresponding day of each subsequent period during
the Initial Term of the applicable Schedule, regardless of whether Lessee has
received notice that such Rental Payments are due. Additionally, if pursuant to
this Agreement or the applicable Schedule the Term is extended or a renewal
option exercised, Lessee shall also pay all Rental Payments required with
respect thereto. All Rental Payments will be sent to Lessor's above-referenced
address, or to such other address as specified by Lessor in writing. Lessee
shall also pay Lessor Advance Rent (as specified in the applicable Schedule) for
the Equipment when it signs the applicable Schedule and such Advance Rent shall
be refunded without interest to Lessee only if Lessor declines to sign the
applicable Schedule. Advance Rent shall be credited to Lessee's first Rental
Payment under the applicable Schedule, and any excess Advance Rent shall be
credited to Lessee's final Rental Payment(s). Lessee agrees to pay Lessor a late
charge of 5% of any Rental Payment (or other amount due hereunder) that is not
paid within 10 days of its due date plus interest at the rate of 1 1/2% per
month on any such amounts (or such lesser rate as is the maximum rate allowable
under applicable law). Also, in the event that more than one Schedule is entered
into hereunder the parties will use their best efforts to implement a common
billing date for all Schedules.
7. ADJUSTMENTS. The Total Purchase Price (as specified in the applicable
Schedule) and Rental Payment set forth in each Schedule are estimates, and if
the final invoice from Seller specifies a Total Purchase Price (including taxes
delivery installation and other charges) that is greater or less than such
estimated Total Purchase Price, Lessee hereby authorizes Lessor to adjust the
Total Purchase Price and Rental Payment on the applicable Schedule to reflect
the final invoice amount (Final Invoice Amount). If Option B in the Schedule has
been selected, Lessee
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also authorizes Lessor to adjust such purchase and renewal options to reflect
the Final Invoice Amount. However, if the Final Invoice Amount exceeds the
estimated Total Purchase Price by more than 10%, Lessor will notify Lessee and
obtain Lessee's prior written approval of the aforementioned adjustments
provided however that such written approval shall not be required when such
adjustments are caused by Equipment changes or system reconfigurations requested
or caused by Lessee. Additionally, if Lessor financed any down payment for the
Equipment pursuant to an interim financing agreement (Financing Agreement) with
Lessee, Lessor may also adjust the Total Purchase Price and Rental Payment with
respect to such Equipment to reflect any accrued interest that Lessee elects to
finance. All references in this Agreement and in any Schedule to Total Purchase
Price and Rental Payment shall mean the estimates thereof specified in the
applicable Schedule as adjusted pursuant to this Section 7.
8. INSURANCE. At its own expense, Lessee shall provide and maintain the
following insurance: (a) insurance against the loss or theft of or damage to the
Equipment for the greater of the Stipulated Loss Value (computed as described in
the applicable Schedule) or full replacement value thereof, naming Lessor as a
loss payee; and (b) public liability and third party property damage insurance,
naming Lessor as an additional insured. Such insurance shall be in a form,
amount and with companies reasonably satisfactory to Lessor, shall contain the
insurer's agreement to give Lessor 30 days' prior written notice before
cancellation or material change thereof and shall be payable to Lessor
regardless of any act, omission or breach by Lessee. Lessee shall deliver to
Lessor the insurance policies or copies thereof or certificates of such
insurance on or before the Commencement Date of the applicable Schedule, and at
such other times as Lessor may reasonably request. If no Event of Default exists
and no event has occurred and is continuing that with notice or the lapse of
time or both would constitute an Event of Default, the proceeds of any insurance
required under clause (a) hereof that have been paid to Lessor shall be applied
against Lessee's obligations to Lessor under Section 13 hereof.
9. TAXES. Lessee shall reimburse Lessor for (or pay directly, but only if
instructed by Lessor) all taxes, fees, and assessments that may be imposed by
any taxing authority on the Equipment or on its purchase, ownership, delivery,
possession, operation, rental return to Lessor or purchase by Lessee
(collectively Taxes); provided however that Lessee shall not be liable for any
such Taxes (whether imposed by the United States of America or by any other
domestic or foreign taxing authority) imposed on or measured by Lessor's net
income or tax preference items. Lessee's obligation includes, but is not limited
to, the obligation to pay all license and registration fees and all sales, use,
personal property and other taxes and governmental charges, together with any
penalties, fines and interest thereon, that may be imposed during the Term of
the applicable Schedule. Lessee is liable for these Taxes whether they are
imposed upon Lessor, Lessee, the Equipment, this Agreement, the applicable
Schedule or any Financing Agreement. If Lessee is required by law or
administrative practice to make any report or return with respect to such Taxes
Lessee shall promptly advise Lessor thereof in writing and shall cooperate with
Lessor to ensure that such reports are properly filed and accurately reflect
Lessor's interest in the Equipment. Lessor has no obligation to contest any such
Taxes, however Lessee may do so provided that: (a) Lessee does so in its own
name and at its own expense; (b) the contest does not and will not
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result in any lien attaching to any Equipment or otherwise jeopardize Lessor's
right to any Equipment; and (c) Lessee indemnifies Lessor for all expenses
(including legal fees and costs), liabilities and losses that Lessor incurs as a
result of any such contest.
10. REPAIRS; USE; LOCATION; LABELS. Lessee shall: (a) at its own expense, keep
the Equipment in good repair, condition and working order and maintained in
accordance with the manufacturer's recommended engineering and maintenance
standards; (b) use the Equipment lawfully and exclusively in connection with its
business operations and for the purpose for which the Equipment was designed and
intended; and (c) without Lessor's prior written consent, not move the Equipment
from the Equipment Location. If Lessor supplies Lessee with labels stating that
the Equipment is owned by Lessor, Lessee shall affix such labels to the
Equipment pursuant to Lessor's instructions.
11. MAINTENANCE; INSPECTION; ALTERATIONS. At its own expense, Lessee shall: (a)
enter into and maintain a maintenance agreement for the Equipment with the
manufacturer or other party acceptable to Lessor; (b) maintain the Equipment in
the same condition as when delivered subject only to ordinary wear and tear, and
in good operating order and appearance; (c) make all alterations or additions to
the Equipment that may be required or supplied by the Seller or legally
necessary; and (d) make no other alterations or additions to the Equipment
(except for alterations or additions that will not impair the value or
performance of the Equipment and that are readily removable without damage to
the Equipment). Any modifications, alterations or additions that Lessee makes to
the Equipment (except as permitted by Section 11 (d) above) shall become
Lessor's property and shall also be deemed to be Equipment. Upon request, Lessor
or any party designated by Lessor, shall have the right to inspect the Equipment
and Lessee's applicable maintenance agreement and records at any reasonable
time.
12. PERSONAL PROPERTY; LIENS AND ENCUMBRANCES; TITLE. The Equipment shall at all
times remain personal property, notwithstanding that the Equipment or any part
thereof, may be (or becomes) affixed or attached to real property or any
improvements thereon. Except for the interest of Lessor, Lessee shall keep the
Equipment free and clear of all levies, liens and encumbrances of any nature
whatsoever. Except as expressly set forth in this Agreement, the Equipment shall
at all times remain the property of Lessor and Lessee shall have no right, title
or interest therein.
13. RISK OF LOSS. As between Lessor and Lessee, Lessee shall bear the entire
risk of loss, theft, destruction or damage to the Equipment from any cause
whatsoever or requisition of the Equipment by any governmental entity or the
taking of title to the Equipment by eminent domain or otherwise (collectively,
Loss). Lessee shall advise Lessor in writing within 10 days of any such Loss.
Except as provided below no such Loss shall relieve Lessee of the obligation to
pay Lessor Rental Payments and all other amounts owed hereunder. In the event of
any such Loss, Lessor, at its option, may: (a) if the Loss has not materially
impaired the Equipment (in Lessor's reasonable judgment) require Lessee upon
Lessor's demand to place the Equipment in good condition and repair reasonably
satisfactory to Lessor; or (b) if the Loss has materially impaired the Equipment
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(in Lessor's reasonable judgment), require Lessee, upon Lessor's demand, to pay
Lessor its anticipated return (Lessor's Return), which shall consist of the
following amounts: (i) the Rental Payments (and other amounts) then due and
owing under the applicable Schedule; plus (ii) the Stipulated Loss Value
(computed as described in the applicable Schedule) of the Equipment; plus (iii)
all other amounts that become due and owing under the applicable Schedule, but
only to the extent such amounts are not included in the moneys paid to Lessor
pursuant to clauses (i) and (ii) above. Upon Lessor's full receipt of such
Lessor's Return: (y) the applicable Schedule shall terminate, and except as
provided in Section 25, Lessee shall be relieved of all obligations under the
applicable Schedule; and (z) Lessor shall transfer all of its interest in the
Equipment to Lessee "AS IS, WHERE IS" and without any warranty, express or
implied from Lessor, other than the absence of any liens or claims by, through,
or under Lessor.
14. NON-CANCELLABLE NET LEASE. ALL LEASES HEREUNDER SHALL BE NON-CANCELLABLE NET
LEASES, AND LESSEE AGREES THAT IT HAS AN UNCONDITIONAL OBLIGATION TO PAY ALL
RENTAL PAYMENTS AND OTHER AMOUNTS WHEN DUE. LESSEE IS NOT ENTITLED TO XXXXX OR
REDUCE RENTAL PAYMENTS OR ANY OTHER AMOUNTS DUE, OR TO SET OFF ANY CHARGES
AGAINST THOSE AMOUNTS. LESSEE IS NOT ENTITLED TO RECOUPMENTS, CROSS-CLAIMS,
COUNTERCLAIMS OR ANY OTHER DEFENSES TO ANY RENTAL PAYMENTS OR OTHER AMOUNTS DUE
HEREUNDER, WHETHER THOSE DEFENSES ARISE OUT OF CLAIMS BY LESSEE AGAINST LESSOR,
SELLER, THIS AGREEMENT, ANY SCHEDULE OR OTHERWISE. NEITHER DEFECTS IN EQUIPMENT,
DAMAGE TO IT, NOR ITS LOSS, DESTRUCTION OR LATE DELIVERY SHALL TERMINATE THIS
AGREEMENT OR ANY SCHEDULE, OR AFFECT LESSEE'S OBLIGATIONS HEREUNDER. UNLESS
LESSEE'S OBLIGATION TO PAY RENTAL PAYMENTS AND OTHER AMOUNTS HAS BEEN TERMINATED
PURSUANT TO THE EXPRESS TERMS OF THIS AGREEMENT, ALL RENTAL PAYMENTS AND OTHER
AMOUNTS SHALL CONTINUE TO BE DUE AND PAYABLE HEREUNDER.
15. LESSOR DISCLAIMERS, LIMITATION OF REMEDIES. IT IS SPECIFICALLY UNDERSTOOD
AND AGREED THAT: (A) LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION,
WARRANTY OR PROMISE MADE BY SELLER, NEITHER SELLER NOR LESSOR SHALL ACT AS, OR
BE DEEMED TO BE, AN AGENT OF THE OTHER, AND LESSOR SHALL NOT BE BOUND BY, OR
LIABLE FOR, ANY REPRESENTATION OR PROMISE MADE BY SELLER (EVEN IF LESSOR IS
AFFILIATED WITH SELLER); (B) LESSOR SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY
EQUIPMENT OR ANY DELAY IN ITS DELIVERY OR INSTALLATION; (C) LESSOR SHALL NOT BE
LIABLE FOR ANY BREACH OF ANY WARRANTY THAT SELLER MAY HAVE MADE; (D) LESSEE HAS
SELECTED ALL EQUIPMENT WITHOUT LESSOR'S ASSISTANCE; (E) LESSOR IS NOT A
MANUFACTURER OF ANY EQUIPMENT; AND (F) LESSOR HAS NOT MADE AND DOES NOT NOW MAKE
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE DESIGN,
COMPLIANCE WITH SPECIFICATIONS, OPERATION, OR CONDITION OF
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ANY EQUIPMENT (OR ANY PART THEREOF), THE MERCHANTABILITY OR FITNESS OF EQUIPMENT
FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING PATENT INFRINGEMENT, TITLE AND THE
LIKE. IT IS FURTHER AGREED THAT LESSOR SHALL HAVE NO LIABILITY TO LESSEE,
LESSEE'S CUSTOMERS, OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY SCHEDULE OR
CONCERNING ANY EQUIPMENT, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT
LIABILITY OR LESSOR'S NEGLIGENCE; PROVIDED, HOWEVER, THAT NOTHING IN THIS
AGREEMENT SHALL DEPRIVE LESSEE OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON
OTHER THAN LESSOR. LESSEE SHALL LOOK SOLELY TO SELLER FOR ANY AND ALL CLAIMS AND
WARRANTIES RELATING TO THE EQUIPMENT. Lessor hereby assigns to Lessee for the
Term of the applicable Schedule the right to enforce, provided no Event of
Default then exists under this Agreement and such enforcement is pursued in
Lessee's name, any representations, warranties and agreements made by Seller
pursuant to the Purchase Documents, and Lessee may retain any recovery resulting
from any such enforcement efforts. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE
2A OF THE UCC AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE
THAT MAY LIMIT OR MODIFY LESSOR'S RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER
SECTIONS OF THIS AGREEMENT.
16. LESSEE WARRANTIES. Lessee represents, warrants and covenants to Lessor that:
(a) unless it is an individual, Lessee is duly organized, validly existing and
in good standing under applicable law; (b) Lessee has the power and authority to
enter into this Agreement, all Schedules and all other related instruments or
documents hereunder (collectively, Fundamental Agreements); (c) such Fundamental
Agreements are enforceable against Lessee in accordance with their terms and do
not violate or create a default under any instrument or agreement binding on
Lessee; (d) there are no pending or threatened actions or proceedings before any
court or administrative agency that could have a material adverse effect on
Lessee or any Fundamental Agreement, unless such actions are disclosed to Lessor
and consented to in writing by Lessor; (e) Lessee shall comply in all material
respects with all Federal, state and municipal laws and regulations the
violation of which could have a material adverse effect upon the Equipment or
Lessee's performance of its obligations under any Fundamental Agreement; (f)
Lessee shall obtain all governmental approvals necessary for it to enter into
and perform each Fundamental Agreement; (g) each Fundamental Agreement shall be
effective against all creditors of Lessee under applicable law, including
fraudulent conveyance and bulk transfer laws, and shall raise no presumption of
fraud; (h) financial statements and other related information furnished by
Lessee shall be prepared in accordance with generally accepted accounting
principles and shall present Lessee's financial position as of the dates given
on such statements; (I) Lessee shall furnish Lessor with as certified financial
statements, opinions of counsel, resolutions, and such other information and
documents as Lessor may reasonably request; (j) ALL EQUIPMENT IS LEASED FOR
BUSINESS PURPOSES ONLY, AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES; and
(k) all Equipment is tangible personal property and shall not become a fixture
or real property
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under Lessee's use thereof. Lessee shall be deemed to have reaffirmed the
foregoing warranties each time it executes any Fundamental Agreement.
17. GENERAL INDEMNITY. Lessee shall indemnify, hold harmless, and, if so
requested by Lessor defend Lessor against all claims (Claims) directly or
indirectly arising out of or connected with the Equipment or any Fundamental
Agreement. Claims refers to all losses, liabilities, damages, penalties,
expenses (including legal fees and costs), claims, actions and suits, whether
based on a theory of strict liability of Lessor or otherwise, and includes, but
is not limited to, matters regarding: (a) the selection, manufacture, purchase,
acceptance, rejection, ownership, delivery, lease, possession, maintenance, use,
condition, return or operation of the Equipment; (b) any latent detects or other
defects in any Equipment, whether or not discoverable by Lessor or by Lessee;
(c) any patent, trademark or copyright infringement; and (d) the condition of
any Equipment arising or existing during Lessee's use.
18. SURRENDER; EXTENSION OF TERM. Unless Lessee purchases the Equipment or
renews the Term pursuant to the applicable Schedule, or acquires the Equipment
pursuant to Section 13 hereof, Lessee shall, at its expense, deinstall, inspect,
test and properly pack the Equipment at the expiration of the Term, free of all
liens and rights of others, by delivering it on board such common carrier as
Lessor may specify with freight prepaid to any destination within the United
States of America specified by Lessor. It Lessor so requests, Lessor and its
agents shall have the right to enter upon any premises where Equipment may be
located to perform any of Lessee's tasks noted above in this Section 18, and
Lessee shall reimburse Lessor for all costs and expenses Lessor incurs in
fulfilling such tasks. Lessee agrees that the Equipment, when returned to
Lessor, shall be in the same condition as when delivered to Lessee, reasonable
wear and tear excepted, and certified as being eligible for Seller's or the
manufacturer's generally available maintenance contract at then prevailing
rates, without Lessor incurring any expense to repair, rehabilitate or certify
such Equipment. (Lessee shall be liable for all costs and expenses Lessor incurs
to place the Equipment in such condition.) If requested by Lessor, Lessee, at
its expense shall store the Equipment on its premises for a reasonable period,
during which period the Equipment shall be subject to all of the terms and
conditions hereof, except for the obligation to make Rental Payments. In all
instances where Lessee is returning Equipment to Lessor, Lessee shall give
Lessor written notice thereof in accordance with the terms of the applicable
Schedule. If Lessee fails to provide the aforementioned notice or return the
Equipment to Lessor in the time and manner provided above, the Term shall be
extended in accordance with the terms of the applicable Schedule. If any
Schedule is extended pursuant to the preceding sentence, Lessee shall continue
to pay the higher of the periodic Rental Payments in effect prior to the
expiration of the then existing term of the applicable Schedule (whether it be
the Initial Term or any Renewal Term (Applicable Term) or such other periodic
rental payment amount as is specified for such extension period in the Schedule,
and all other provisions of this Agreement shall continue to apply.
19. EVENTS OF DEFAULT. Any of the following shall constitute an Event of Default
under this Agreement and all Schedules: (a) Lessee fails to pay any Rental
Payment or any other amount
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payable to Lessor hereunder within 10 days after its due date; or (b) Lessee
fails to perform or observe any other representation, warranty, covenant
condition or agreement to be performed or observed by Lessee hereunder or in any
other agreement with Lessor, or in any agreement with any other person that in
Lessor's sole opinion is a material agreement, and Lessee fails to cure any such
breach within 10 days aver notice thereof; or (c) any representation or warranty
made by Lessee hereunder, or in any other instrument provided to Lessor by
Lessee, proves to be incorrect in any material respect when made; or (d) Lessee
makes an assignment for the benefit of creditors, whether voluntary or
involuntary; or (e) a proceeding under any bankruptcy, reorganization,
arrangement of debts, insolvency or receivership law is filed by or against
Lessee or Lessee takes any action to authorize any of the foregoing matters; or
(f) Lessee becomes insolvent or fails generally to pay its debts as they become
due, the Equipment is levied against seized or attached, or Lessee seeks to
effectuate a bulk of sale of Lessee's inventory or assets, or (g) Lessee
voluntarily or involuntarily dissolves or is dissolved, or terminates or is
terminated; or (h) any guarantor dies or revokes a guaranty provided to Lessor
under this Agreement or (I) any guarantor under this Agreement is the subject of
an event listed in clauses (b) through (g) above; or (j) any letter of credit
required pursuant to any Schedule is breached, canceled, terminated or not
renewed during the Term of any such Schedule.
20. REMEDIES. If an Event of Default occurs, Lessor may, in its sole discretion,
exercise one or more of the following remedies: (a) terminate this Agreement or
any or all Schedules; or (b) take possession of, or render unusable, any
Equipment wherever the Equipment may be located, without demand or notice,
without any court order or other process of law and without liability to Lessee
for any damages occasioned by such action, and no such action shall constitute a
termination of any Schedule; or (c) require Lessee to deliver the Equipment at a
location designated by Lessor; or (d) declare the Lessor's Return (as defined in
Section 13 hereof and calculated by Lessor as of the date of the Event of
Default) for each applicable Schedule due and payable as liquidated damages for
loss of a bargain and not as a penalty and in lieu of any further Rental
Payments under the applicable Schedule, or (e) proceed by court action to
enforce performance by Lessee of any Schedule; and/or to recover all damages and
expenses incurred by Lessor by reason of any Event of Default; or (f) terminate
any other agreement that Lessor may have with Lessee; or (g) exercise any other
right or remedy available to Lessor at law or in equity. Also, Lessee shall pay
Lessor all costs and expenses (including legal fees and costs and fees of
collection agencies) incurred by Lessor in enforcing any of the terms,
conditions or provisions of this Agreement. Upon repossession or surrender of
any Equipment, Lessor shall lease, sell or otherwise dispose of the Equipment in
a commercially reasonable manner, with or without notice and at public or
private sale, and apply the net proceeds thereof (after deducting all expenses
(including legal fees and costs) incurred in connection therewith) to the
amounts owed to Lessor hereunder, provided however, that Lessee shall remain
liable to Lessor for any deficiency that remains after and sale or lease of such
Equipment. Lessee agrees that with respect to any notice of a sale required by
law to be given, 10 days' notice shall constitute reasonable notice. These
remedies are cumulative of every other right or remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise, and may be
enforced concurrently therewith or from time to time.
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21. LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS. If Lessee fails to perform any
of its obligations hereunder, Lessor may perform any act or make any payment
that Lessor deems reasonably necessary for the maintenance and preservation of
the Equipment and Lessor's interests therein; provided, however, that the
performance of any act or payment by Lessor shall not be deemed a waiver of, or
release Lessee from, the obligation at issue. All sums so paid by Lessor,
together with expenses (including legal fees and costs) incurred by Lessor in
connection therewith, shall be paid to Lessor by Lessee immediately upon demand.
22. FINANCING OF ADDITIONS. If, under any Schedule, Lessee intends to make any
addition to the Equipment, Lessee shall, in writing, request Lessor to finance
the costs of such addition. Lessee shall provide Lessor with the terms under
which it hopes to obtain the financing, and upon receiving such a request Lessor
shall determine, in its sole discretion, whether to provide such financing. If
Lessor does not, within 20 days after receiving Lessee's request, offer to
finance the addition upon the terms requested by Lessee, Lessee may obtain
offers from third parties for financing the addition, and Lessee shall notify
Lessor of the details of any third party financing offer Lessee would like to
accept (Third Party Offer). If Lessor has not made a financing offer to Lessee
on terms substantially similar to the Third Party Offer within 20 days of
receiving Lessee's notice, Lessee may accept the Third Party Offer unless: (a)
the aggregate cost to Lessee of obtaining financing from the Third Party Offer
is greater than the aggregate cost under Lessor's financing offer; (b) the Third
Party Offer would create a security interest in, or a lien on, the Equipment; or
(c) the addition is not permitted under Section 11 (d) hereof.
23. ASSIGNMENT BY LESSOR. Lessor shall have the unqualified right to assign
pledge, transfer, mortgage or otherwise convey any of its interests hereunder or
in any Schedule or any Equipment, in whole or in part, without notice to, or
consent of, Lessee. If any Schedule is assigned, Lessee shall: (a) unless
otherwise specified by the Lessor and the assignee (Assignee) specified by
Lessor pay all amounts due under the applicable Schedule to such Assignee,
notwithstanding any defense, setoff or counterclaim whatsoever that Lessee may
have against Lessor or Assignee; (b) not permit the applicable Schedule to be
amended or the terms thereof waived without the prior written consent of the
Assignee; (c) not require the Assignee to perform any obligations of Lessor,
other than those that are expressly assumed in writing by such Assignee; and (d)
execute such acknowledgments thereto as may be requested by Lessor. It is
further agreed that: (x) each Assignee shall be entitled to all of Lessor's
rights, powers and privileges under the applicable Schedule, to the extent
assigned; (y) any Assignee may reassign its rights and interests under the
applicable Schedule with the same force and effect as the assignment described
herein; and (z) any payments received by the Assignee from Lessee with respect
to the assigned portion of the Schedule shall, to the extent thereof, discharge
the obligations of Lessee to Lessor with respect to the assigned portion of the
Schedule. LESSEE ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY LESSOR OR ANY
ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS UNDER THE ASSIGNED
SCHEDULE.
24. ASSIGNMENT OR SUBLEASE BY LESSEE. WITHOUT LESSOR'S PRIOR WRITTEN
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CONSENT LESSEE SHALL NOT ASSIGN THIS AGREEMENT OR ANY SCHEDULE OR ASSIGN ITS
RIGHTS IN OR SUBLET THE EQUIPMENT OR ANY INTEREST THEREIN; provided, however,
that Lessee may sublease or assign a Schedule to an affiliate or a wholly-owned
subsidiary of Lessee if: (a) Lessee and such sublessee or assignee execute and
deliver to Lessor a writing (to be provided by Lessor) whereby the sublessee or
assignee agrees to assume joint and several liability with Lessee for the full
and prompt payment, observance and performance when due of all of the
obligations of the Lessee under such Schedule; and (b) Lessor consents to such
sublease or assignment, which consent shall not be unreasonably withheld. In no
event, however, shall any such sublease or assignment discharge or diminish any
of Lessee's obligations to Lessor under such Schedule.
25. SURVIVAL; QUIET ENJOYMENT. All representations, warranties and covenants
made by Lessee hereunder shall survive the termination of this Agreement and
shall remain in full force and effect. All of Lessor's rights, privileges and
indemnities, to the extent they are fairly attributable to events or conditions
occurring or existing on or prior to the termination of this Agreement, shall
survive such termination and be enforceable by Lessor and any successors and
assigns. So long as no Event of Default exists, and no event has occurred and is
continuing that with notice or the lapse of time or both would constitute an
Event of Default, neither Lessor nor any Assignee will interfere with Lessee's
quiet enjoyment of the Equipment.
26. FILING FEES; FURTHER ASSURANCES; NOTICES. Lessee will promptly reimburse
Lessor for any filing or recordation fees or expenses (including lien search
fees, legal fees and costs) incurred by Lessor in perfecting or protecting its
interests in the Equipment and under this Agreement. Lessee shall promptly
execute and deliver to Lessor such documents and take such further action as
Lessor may from time to time reasonably request in order to carry out the intent
and purpose of this Agreement and to protect the rights and remedies of Lessor
created or intended to be created hereunder. All notices under this Agreement
shall be sent to the respective party at its address set forth on the front page
of this Agreement or on the applicable Schedule or at such other address as the
parties may provide to each other in writing from time to time. Any such notice
mailed to said address shall be effective when deposited in the United States
mail, duly addressed and with first class postage prepaid.
27. WAIVER OF JURY TRIAL; SUCCESSORS. LESSEE AND LESSOR EACH IRREVOCABLY WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER
LITIGATION OR PROCEEDING UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, ANY
OTHER FUNDAMENTAL AGREEMENT, OR THE DEALINGS OR RELATIONSHIP BETWEEN OR AMONG
LESSOR, LESSEE, SELLER OR ANY OTHER PERSON. This Agreement and all Schedules
inure to the benefit of and are binding upon the permitted successors or assigns
of Lessor and Lessee.
28. NO WAIVER; LESSOR APPROVAL. Any failure of Lessor to require strict
performance by Lessee, or any written waiver by Lessor of any provision hereof,
shall not constitute consent or
10
waiver of any other breach of the same or any other provision hereof. Neither
this Agreement nor any other Fundamental Agreement shall be binding upon Lessor
unless and until executed by Lessor.
29. CAPTIONS; COUNTERPARTS; LESSOR'S AFFILIATES. The captions contained in this
Agreement are for convenience only and shall not affect the interpretation of
this Agreement Only one counterpart of the Schedule shall be marked "Original"
(Original), and all other counterparts thereof shall be marked as, and shall be,
duplicates. To the extent that any Schedule constitutes chattel paper (as such
term is defined in the Uniform Commercial Code in effect in any applicable
jurisdiction), no security interest in such Schedule may be created through the
transfer or possession of any counterpart other than the Original. Lessee
understands and agrees that AT&T Capital Corporation or any affiliate or
subsidiary thereof may, as lessor, execute Schedules under this Agreement, in
which event the terms and conditions of the applicable Schedule and this
Agreement as it relates to the lessor under such Schedule shall be binding upon
and shall inure to the benefit of such entity executing such Schedule as lessor,
as well as any successors or assigns of such entity.
30. CHOICE OF LAW; INTEGRATION; ENTIRE AGREEMENT. EACH LEASE UNDER THIS
AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF NEW JERSEY (STATE). If any provision of this
Agreement or such Schedule shall be prohibited by or invalid under that law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement or such Schedule. Lessor and Lessee
consent to the jurisdiction of any local, state or Federal court located within
the State, and waive any objection relating to improper venue or forum non
conveniens to the conduct of any proceeding in any such court. This Agreement
and all other Fundamental Agreements executed by both Lessor and Lessee
constitute the entire agreement between Lessor and Lessee relating to the
leasing of the Equipment, and supersede all prior agreements relating thereto
whether written or oral, and may not be amended or modified except in a writing
signed by the parties hereto.
SPEC'S MUSIC, INC. NCR CREDIT CORP.
--------------------------------- ---------------------------------
LESSEE
By: X /s/ XXXXX XXXX By: X /s/ G. KAMMENER
--------------------------------- ---------------------------------
Lessee Authorized Signature Lessor Authorized Signature
XXXXX XXXX, VP & CFO G. KAMMENER, V.P. CREDIT
--------------------------------- ---------------------------------
Print Name & Title Print Name & Title
7/5/94 10-18-94
--------------------------------- ---------------------------------
Date Date
11
AT&T CAPITAL CORPORATION
MASTER EQUIPMENT
LEASE AGREEMENT
SCHEDULE
LESSEE: Spec's Music, Inc.
STREET ADDRESS: 0000 Xxxxxxxxx 00xx Xxxxxx
XXXX/XXXXX/XXX: Xxxxx, XX 00000
LESSOR: NCR Credit Corp.
ADDRESS: 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
LEASE NUMBER: 4057
SCHEDULE NUMBER: 00080
SELLER: Applied Retail Solutions, Xxxxxxx Electronics, Teledata Concepts,
Execusoft Corporation, and POS Warehouse
DESCRIPTION OF ITEMS TO BE LEASED (THE EQUIPMENT): 3333 PC, POS Printer,
Scan Plus, Ports, UPS, & Software
TOTAL PRICE INCLUDING INSTALLATION/ONE-TIME CHARGES: $154,911.00
TOTAL PURCHASE PRICE (SUM OF TOTAL PRICES INCLUDING
INSTALLATION/ONE-TIME CHARGES): $154,911.00
OPTION A: ............................. YES [X] NO [ ]
Lessee selects a fair market value purchase
option and a fair rental value renewal option.
OPTION B: ............................. YES [ ] NO [X]
Lessee selects (i) a fixed price purchase option
of either $ n/a or n/a % of the Total Purchase Price
and (ii) a fixed price renewal option of n/a %
of the periodic Rental Payment.
THE TERMS AND CONDITIONS OF THE FOREGOING OPTIONS AND OTHER
IMPORTANT PROVISIONS ARE SET FORTH ON THE BACK OF THIS SCHEDULE.
PAYMENT IN ARREARS .................... YES [ ]
If this payments in arrears option is selected, Lessee shall pay Lessor
the first Rental Payment for the Equipment on the last day of the first
Rental Payment Period, which shall begin at Lessor's option on either the
Commencement Date or the first day of the month following the month in
which the Commencement Date occurs, and shall pay Lessor the remaining
periodic Rental Payments on or before the last day of each subsequent
Rental Payment Period.
EQUIPMENT LOCATION: 0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx, XX 00000
ADVANCE RENT: $3,384.81
RENTAL PAYMENT: $3,384.81
RENTAL PAYMENT PERIOD: Monthly
LATEST COMMENCEMENT DATE: Base Term Commencement Date 7/1/95
LENGTH OF INITIAL TERM: Base Term of 48 Months
THIS SCHEDULE SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE
MASTER EQUIPMENT LEASE AGREEMENT REFERENCED BY THE LEASE NUMBER SPECIFIED
ABOVE (AGREEMENT) BY AND BETWEEN LESSEE, AS LESSEE, AND LESSOR OR
AT&T CAPITAL CORPORATION OR ANY AFFILIATE OR SUBSIDIARY THEREOF.
AS LESSOR, AND BY THE TERMS AND CONDITIONS SET FORTH ON THE FRONT AND
BACK OF THIS SCHEDULE, PURSUANT TO SUCH TERMS AND CONDITIONS (WHICH
LESSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS), LESSEE AGREES
TO LEASE FROM LESSOR (AS SPECIFIED BELOW) AND LESSOR AGREES TO LEASE
TO LESSEE THE ABOVE REFERENCED EQUIPMENT. IT IS UNDERSTOOD AND AGREED
THAT THE TERMS AND CONDITIONS OF THIS SCHEDULE MAY BE DIFFERENT FROM
THE TERMS AND CONDITIONS OF PRIOR SCHEDULES AND THAT ANY ASSIGNMENT
OR TRANSFER PURSUANT TO SECTION 23 OF THE AGREEMENT BY LESSOR OR ANY
ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS HEREUNDER.
LESSEE REPRESENTS AND WARRANTS THAT IT SHALL LOOK ONLY TO THE SELLER
FOR ANY AND ALL CLAIMS AND WARRANTIES RELATING TO THE EQUIPMENT AND
THAT IT EITHER HAS REVIEWED, APPROVED AND RECEIVED A COPY OF THE
APPLICABLE PURCHASE DOCUMENTS OR HAS BEEN INFORMED BY LESSOR THAT IT
MAY HAVE RIGHTS UNDER THE PURCHASE DOCUMENTS AND MAY CONTACT SELLER FOR
A DESCRIPTION OF SUCH RIGHTS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON LESSEE BY
ARTICLE 2A OF THE UCC AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY
STATUE OR OTHERWISE THAT MAY LIMIT OR MODIFY THE LESSOR'S RIGHTS AS
DESCRIBED IN THE AGREEMENT, THIS SCHEDULE OR ANY OTHER FUNDAMENTAL
AGREEMENT (AS DEFINED IN THE AGREEMENT).
SPEC'S MUSIC, INC.
-------------------------------
LESSEE
BY: X /s/ [illegible]
-------------------------------
LESSEE AUTHORIZED SIGNATURE
[illegible]
-------------------------------
PRINT NAME AND TITLE
[illegible]
-------------------------------
DATE
NCR CREDIT CORP.
BY: /s/ [illegible]
--------------------------------
LESSOR AUTHORIZED SIGNATURE
[illegible]
--------------------------------
PRINT NAME AND TITLE
[illegible]
--------------------------------
DATE
LESSEE'S COPY
AT&T CAPITAL CORPORATION
MASTER EQUIPMENT
LEASE AGREEMENT
SCHEDULE
LESSEE: Spec's Music, Inc.
STREET ADDRESS: 0000 Xxxxxxxxx 00xx Xxxxxx
XXXX/XXXXX/XXX: Xxxxx, XX 00000
LESSOR: NCR Credit Corp.
ADDRESS: 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
LEASE NUMBER: 4057
SCHEDULE NUMBER: 00070
SELLER: AT&T Global Information Solutions
DESCRIPTION OF ITEMS TO BE LEASED (THE EQUIPMENT): 7450's, 7890,
& 5991 Equipment
TOTAL PRICE INCLUDING INSTALLATION/ONE-TIME CHARGES: $227,736.46
TOTAL PURCHASE PRICE (SUM OF TOTAL PRICES INCLUDING
INSTALLATION/ONE-TIME CHARGES): $227,736.46
OPTION A: ............................. YES [X] NO [ ]
Lessee selects a fair market value purchase
option and a fair rental value renewal option.
OPTION B: ............................. YES [ ] NO [X]
Lessee selects (i) a fixed price purchase option
of either $ n/a or n/a % of the Total Purchase Price
and (ii) a fixed price renewal option of n/a %
of the periodic Rental Payment.
THE TERMS AND CONDITIONS OF THE FOREGOING OPTIONS AND OTHER
IMPORTANT PROVISIONS ARE SET FORTH ON THE BACK OF THIS SCHEDULE.
PAYMENT IN ARREARS .................... YES [ ]
If this payments in arrears option is selected, Lessee shall pay Lessor
the first Rental Payment for the Equipment on the last day of the first
Rental Payment Period, which shall begin at Lessor's option on either the
Commencement Date or the first day of the month following the month in
which the Commencement Date occurs, and shall pay Lessor the remaining
periodic Rental Payments on or before the last day of each subsequent
Rental Payment Period.
EQUIPMENT LOCATION: 0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx, XX 00000
ADVANCE RENT: $4,976.04
RENTAL PAYMENT: $4,976.04
RENTAL PAYMENT PERIOD: Monthly
LATEST COMMENCEMENT DATE: Base Term Commencement Date 7/1/95
LENGTH OF INITIAL TERM: Base Term of 48 Months
THIS SCHEDULE SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE
MASTER EQUIPMENT LEASE AGREEMENT REFERENCED BY THE LEASE NUMBER SPECIFIED
ABOVE (AGREEMENT) BY AND BETWEEN LESSEE, AS LESSEE, AND LESSOR OR
AT&T CAPITAL CORPORATION OR ANY AFFILIATE OR SUBSIDIARY THEREOF.
AS LESSOR, AND BY THE TERMS AND CONDITIONS SET FORTH ON THE FRONT AND
BACK OF THIS SCHEDULE, PURSUANT TO SUCH TERMS AND CONDITIONS (WHICH
LESSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS), LESSEE AGREES
TO LEASE FROM LESSOR (AS SPECIFIED BELOW) AND LESSOR AGREES TO LEASE
TO LESSEE THE ABOVE REFERENCED EQUIPMENT. IT IS UNDERSTOOD AND AGREED
THAT THE TERMS AND CONDITIONS OF THIS SCHEDULE MAY BE DIFFERENT FROM
THE TERMS AND CONDITIONS OF PRIOR SCHEDULES AND THAT ANY ASSIGNMENT
OR TRANSFER PURSUANT TO SECTION 23 OF THE AGREEMENT BY LESSOR OR ANY
ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS HEREUNDER.
LESSEE REPRESENTS AND WARRANTS THAT IT SHALL LOOK ONLY TO THE SELLER
FOR ANY AND ALL CLAIMS AND WARRANTIES RELATING TO THE EQUIPMENT AND
THAT IT EITHER HAS REVIEWED, APPROVED AND RECEIVED A COPY OF THE
APPLICABLE PURCHASE DOCUMENTS OR HAS BEEN INFORMED BY LESSOR THAT IT
MAY HAVE RIGHTS UNDER THE PURCHASE DOCUMENTS AND MAY CONTACT SELLER FOR
A DESCRIPTION OF SUCH RIGHTS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON LESSEE BY
ARTICLE 2A OF THE UCC AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY
STATUE OR OTHERWISE THAT MAY LIMIT OR MODIFY THE LESSOR'S RIGHTS AS
DESCRIBED IN THE AGREEMENT, THIS SCHEDULE OR ANY OTHER FUNDAMENTAL
AGREEMENT (AS DEFINED IN THE AGREEMENT).
SPEC'S MUSIC, INC.
-------------------------------
LESSEE
BY: X /s/ [illegible]
-------------------------------
LESSEE AUTHORIZED SIGNATURE
[illegible]
-------------------------------
PRINT NAME AND TITLE
[illegible]
-------------------------------
DATE
NCR CREDIT CORP.
BY: /s/ [illegible]
--------------------------------
LESSOR AUTHORIZED SIGNATURE
[illegible]
--------------------------------
PRINT NAME AND TITLE
[illegible]
--------------------------------
DATE
LESSEE'S COPY
AT&T CAPITAL CORPORATION
MASTER EQUIPMENT
LEASE AGREEMENT
SCHEDULE
LESSEE: Spec's Music, Inc.
STREET ADDRESS: 0000 Xxxxxxxxx 00xx Xxxxxx
XXXX/XXXXX/XXX: Xxxxx, XX 00000
LESSOR: NCR Credit Corp.
ADDRESS: 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
LEASE NUMBER: 4057
SCHEDULE NUMBER: 00060
SELLER: Teledata Concepts, Xxxxxxx Electronics, Inc.,
Execusoft Inc., and System Builder Corporation
DESCRIPTION OF ITEMS TO BE LEASED (THE EQUIPMENT): 3333, Modems,
Phone System, Scanners, and Consulting
TOTAL PRICE INCLUDING INSTALLATION/ONE-TIME CHARGES: $144,444.84
TOTAL PURCHASE PRICE (SUM OF TOTAL PRICES INCLUDING
INSTALLATION/ONE-TIME CHARGES): $144,444.84
OPTION A: ............................. YES [X] NO [ ]
Lessee selects a fair market value purchase
option and a fair rental value renewal option.
OPTION B: ............................. YES [ ] NO [X]
Lessee selects (i) a fixed price purchase option
of either $ n/a or n/a % of the Total Purchase Price
and (ii) a fixed price renewal option of n/a %
of the periodic Rental Payment.
THE TERMS AND CONDITIONS OF THE FOREGOING OPTIONS AND OTHER
IMPORTANT PROVISIONS ARE SET FORTH ON THE BACK OF THIS SCHEDULE.
PAYMENT IN ARREARS .................... YES [ ]
If this payments in arrears option is selected, Lessee shall pay Lessor
the first Rental Payment for the Equipment on the last day of the first
Rental Payment Period, which shall begin at Lessor's option on either the
Commencement Date or the first day of the month following the month in
which the Commencement Date occurs, and shall pay Lessor the remaining
periodic Rental Payments on or before the last day of each subsequent
Rental Payment Period.
EQUIPMENT LOCATION: See Attached
ADVANCE RENT: $3,199.45
RENTAL PAYMENT: $3,199.45
RENTAL PAYMENT PERIOD: Monthly
LATEST COMMENCEMENT DATE: Base Term Commencement Date 4/1/95
LENGTH OF INITIAL TERM: Base Term of 48 Months
THIS SCHEDULE SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE
MASTER EQUIPMENT LEASE AGREEMENT REFERENCED BY THE LEASE NUMBER SPECIFIED
ABOVE (AGREEMENT) BY AND BETWEEN LESSEE, AS LESSEE, AND LESSOR OR
AT&T CAPITAL CORPORATION OR ANY AFFILIATE OR SUBSIDIARY THEREOF.
AS LESSOR, AND BY THE TERMS AND CONDITIONS SET FORTH ON THE FRONT AND
BACK OF THIS SCHEDULE, PURSUANT TO SUCH TERMS AND CONDITIONS (WHICH
LESSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS), LESSEE AGREES
TO LEASE FROM LESSOR (AS SPECIFIED BELOW) AND LESSOR AGREES TO LEASE
TO LESSEE THE ABOVE REFERENCED EQUIPMENT. IT IS UNDERSTOOD AND AGREED
THAT THE TERMS AND CONDITIONS OF THIS SCHEDULE MAY BE DIFFERENT FROM
THE TERMS AND CONDITIONS OF PRIOR SCHEDULES AND THAT ANY ASSIGNMENT
OR TRANSFER PURSUANT TO SECTION 23 OF THE AGREEMENT BY LESSOR OR ANY
ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS HEREUNDER.
LESSEE REPRESENTS AND WARRANTS THAT IT SHALL LOOK ONLY TO THE SELLER
FOR ANY AND ALL CLAIMS AND WARRANTIES RELATING TO THE EQUIPMENT AND
THAT IT EITHER HAS REVIEWED, APPROVED AND RECEIVED A COPY OF THE
APPLICABLE PURCHASE DOCUMENTS OR HAS BEEN INFORMED BY LESSOR THAT IT
MAY HAVE RIGHTS UNDER THE PURCHASE DOCUMENTS AND MAY CONTACT SELLER FOR
A DESCRIPTION OF SUCH RIGHTS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON LESSEE BY
ARTICLE 2A OF THE UCC AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY
STATUE OR OTHERWISE THAT MAY LIMIT OR MODIFY THE LESSOR'S RIGHTS AS
DESCRIBED IN THE AGREEMENT, THIS SCHEDULE OR ANY OTHER FUNDAMENTAL
AGREEMENT (AS DEFINED IN THE AGREEMENT).
SPEC'S MUSIC, INC.
-------------------------------
LESSEE
BY: X /s/ XXXXX XXXX
-------------------------------
LESSEE AUTHORIZED SIGNATURE
Xxxxx Xxxx, VP & CFO
-------------------------------
PRINT NAME AND TITLE
4/5/95
-------------------------------
DATE
NCR CREDIT CORP.
BY: /s/ XXXXX SOUTHERN
--------------------------------
LESSOR AUTHORIZED SIGNATURE
Xxxxx Southern
--------------------------------
PRINT NAME AND TITLE
5/3/95
--------------------------------
DATE
LESSEE'S COPY
AT&T CAPITAL CORPORATION
MASTER EQUIPMENT
LEASE AGREEMENT
SCHEDULE
LESSEE: Spec's Music, Inc.
STREET ADDRESS: 0000 Xxxxxxxxx 00xx Xxxxxx
XXXX/XXXXX/XXX: Xxxxx, XX 00000
LESSOR: NCR Credit Corp.
ADDRESS: 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
LEASE NUMBER: 4057
SCHEDULE NUMBER: 00050
SELLER: A&T Global Information Solutions
DESCRIPTION OF ITEMS TO BE LEASED (THE EQUIPMENT): 7450, 7890,
and 5900 Systems
TOTAL PRICE INCLUDING INSTALLATION/ONE-TIME CHARGES: $98,432.46
TOTAL PURCHASE PRICE (SUM OF TOTAL PRICES INCLUDING
INSTALLATION/ONE-TIME CHARGES): $98,432.46
OPTION A: ............................. YES [X] NO [ ]
Lessee selects a fair market value purchase
option and a fair rental value renewal option.
OPTION B: ............................. YES [ ] NO [X]
Lessee selects (i) a fixed price purchase option
of either $ n/a or n/a % of the Total Purchase Price
and (ii) a fixed price renewal option of n/a %
of the periodic Rental Payment.
THE TERMS AND CONDITIONS OF THE FOREGOING OPTIONS AND OTHER
IMPORTANT PROVISIONS ARE SET FORTH ON THE BACK OF THIS SCHEDULE.
PAYMENT IN ARREARS .................... YES [ ]
If this payments in arrears option is selected, Lessee shall pay Lessor
the first Rental Payment for the Equipment on the last day of the first
Rental Payment Period, which shall begin at Lessor's option on either the
Commencement Date or the first day of the month following the month in
which the Commencement Date occurs, and shall pay Lessor the remaining
periodic Rental Payments on or before the last day of each subsequent
Rental Payment Period.
EQUIPMENT LOCATION: 0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx, XX 00000
ADVANCE RENT: $2,180.28
RENTAL PAYMENT: $2,180.28
RENTAL PAYMENT PERIOD: Monthly
LATEST COMMENCEMENT DATE: Base Term Commencement Date 4/1/95
LENGTH OF INITIAL TERM: Base Term of 48 Months
THIS SCHEDULE SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE
MASTER EQUIPMENT LEASE AGREEMENT REFERENCED BY THE LEASE NUMBER SPECIFIED
ABOVE (AGREEMENT) BY AND BETWEEN LESSEE, AS LESSEE, AND LESSOR OR
AT&T CAPITAL CORPORATION OR ANY AFFILIATE OR SUBSIDIARY THEREOF.
AS LESSOR, AND BY THE TERMS AND CONDITIONS SET FORTH ON THE FRONT AND
BACK OF THIS SCHEDULE, PURSUANT TO SUCH TERMS AND CONDITIONS (WHICH
LESSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS), LESSEE AGREES
TO LEASE FROM LESSOR (AS SPECIFIED BELOW) AND LESSOR AGREES TO LEASE
TO LESSEE THE ABOVE REFERENCED EQUIPMENT. IT IS UNDERSTOOD AND AGREED
THAT THE TERMS AND CONDITIONS OF THIS SCHEDULE MAY BE DIFFERENT FROM
THE TERMS AND CONDITIONS OF PRIOR SCHEDULES AND THAT ANY ASSIGNMENT
OR TRANSFER PURSUANT TO SECTION 23 OF THE AGREEMENT BY LESSOR OR ANY
ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS HEREUNDER.
LESSEE REPRESENTS AND WARRANTS THAT IT SHALL LOOK ONLY TO THE SELLER
FOR ANY AND ALL CLAIMS AND WARRANTIES RELATING TO THE EQUIPMENT AND
THAT IT EITHER HAS REVIEWED, APPROVED AND RECEIVED A COPY OF THE
APPLICABLE PURCHASE DOCUMENTS OR HAS BEEN INFORMED BY LESSOR THAT IT
MAY HAVE RIGHTS UNDER THE PURCHASE DOCUMENTS AND MAY CONTACT SELLER FOR
A DESCRIPTION OF SUCH RIGHTS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON LESSEE BY
ARTICLE 2A OF THE UCC AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY
STATUE OR OTHERWISE THAT MAY LIMIT OR MODIFY THE LESSOR'S RIGHTS AS
DESCRIBED IN THE AGREEMENT, THIS SCHEDULE OR ANY OTHER FUNDAMENTAL
AGREEMENT (AS DEFINED IN THE AGREEMENT).
SPEC'S MUSIC, INC.
-------------------------------
LESSEE
BY: X /s/ XXXXX XXXX
-------------------------------
LESSEE AUTHORIZED SIGNATURE
Xxxxx Xxxx, VP & CFO
-------------------------------
PRINT NAME AND TITLE
4/5/95
-------------------------------
DATE
NCR CREDIT CORP.
BY: /s/ XXXXX SOUTHERN
--------------------------------
LESSOR AUTHORIZED SIGNATURE
Xxxxx Southern
--------------------------------
PRINT NAME AND TITLE
5/3/95
--------------------------------
DATE
LESSEE'S COPY
AT&T CAPITAL CORPORATION
MASTER EQUIPMENT
LEASE AGREEMENT
SCHEDULE
LESSEE: Spec's Music, Inc.
STREET ADDRESS: 0000 Xxxxxxxxx 00xx Xxxxxx
XXXX/XXXXX/XXX: Xxxxx, XX 00000
LESSOR: NCR Credit Corp.
ADDRESS: 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
LEASE NUMBER: 100036
SCHEDULE NUMBER: 00040
SELLER: AT&T Global Information Solutions
DESCRIPTION OF ITEMS TO BE LEASED (THE EQUIPMENT): XXX 0000, XXX 7890,
& NCR 5900 Systems
TOTAL PRICE INCLUDING INSTALLATION/ONE-TIME CHARGES: $51,278.78
TOTAL PURCHASE PRICE (SUM OF TOTAL PRICES INCLUDING
INSTALLATION/ONE-TIME CHARGES): $51,278.78
OPTION A: ............................. YES [X] NO [ ]
Lessee selects a fair market value purchase
option and a fair rental value renewal option.
OPTION B: ............................. YES [ ] NO [X]
Lessee selects (i) a fixed price purchase option
of either $ n/a or n/a % of the Total Purchase Price
and (ii) a fixed price renewal option of n/a %
of the periodic Rental Payment.
THE TERMS AND CONDITIONS OF THE FOREGOING OPTIONS AND OTHER
IMPORTANT PROVISIONS ARE SET FORTH ON THE BACK OF THIS SCHEDULE.
PAYMENT IN ARREARS .................... YES [ ]
If this payments in arrears option is selected, Lessee shall pay Lessor
the first Rental Payment for the Equipment on the last day of the first
Rental Payment Period, which shall begin at Lessor's option on either the
Commencement Date or the first day of the month following the month in
which the Commencement Date occurs, and shall pay Lessor the remaining
periodic Rental Payments on or before the last day of each subsequent
Rental Payment Period.
EQUIPMENT LOCATION: 0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx, XX 00000
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxx, XX 00000
ADVANCE RENT: $1,148.64
RENTAL PAYMENT: $1,148.64
RENTAL PAYMENT PERIOD: Monthly
LATEST COMMENCEMENT DATE: Base Term Commencement Date 7/1/95
LENGTH OF INITIAL TERM: Base Term of 48 Months
THIS SCHEDULE SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE
MASTER EQUIPMENT LEASE AGREEMENT REFERENCED BY THE LEASE NUMBER SPECIFIED
ABOVE (AGREEMENT) BY AND BETWEEN LESSEE, AS LESSEE, AND LESSOR OR
AT&T CAPITAL CORPORATION OR ANY AFFILIATE OR SUBSIDIARY THEREOF.
AS LESSOR, AND BY THE TERMS AND CONDITIONS SET FORTH ON THE FRONT AND
BACK OF THIS SCHEDULE, PURSUANT TO SUCH TERMS AND CONDITIONS (WHICH
LESSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS), LESSEE AGREES
TO LEASE FROM LESSOR (AS SPECIFIED BELOW) AND LESSOR AGREES TO LEASE
TO LESSEE THE ABOVE REFERENCED EQUIPMENT. IT IS UNDERSTOOD AND AGREED
THAT THE TERMS AND CONDITIONS OF THIS SCHEDULE MAY BE DIFFERENT FROM
THE TERMS AND CONDITIONS OF PRIOR SCHEDULES AND THAT ANY ASSIGNMENT
OR TRANSFER PURSUANT TO SECTION 23 OF THE AGREEMENT BY LESSOR OR ANY
ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS HEREUNDER.
LESSEE REPRESENTS AND WARRANTS THAT IT SHALL LOOK ONLY TO THE SELLER
FOR ANY AND ALL CLAIMS AND WARRANTIES RELATING TO THE EQUIPMENT AND
THAT IT EITHER HAS REVIEWED, APPROVED AND RECEIVED A COPY OF THE
APPLICABLE PURCHASE DOCUMENTS OR HAS BEEN INFORMED BY LESSOR THAT IT
MAY HAVE RIGHTS UNDER THE PURCHASE DOCUMENTS AND MAY CONTACT SELLER FOR
A DESCRIPTION OF SUCH RIGHTS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON LESSEE BY
ARTICLE 2A OF THE UCC AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY
STATUE OR OTHERWISE THAT MAY LIMIT OR MODIFY THE LESSOR'S RIGHTS AS
DESCRIBED IN THE AGREEMENT, THIS SCHEDULE OR ANY OTHER FUNDAMENTAL
AGREEMENT (AS DEFINED IN THE AGREEMENT).
SPEC'S MUSIC, INC.
-------------------------------
LESSEE
BY: X /s/ XXXXX XXXX
-------------------------------
LESSEE AUTHORIZED SIGNATURE
Xxxxx Xxxx, VP & CFO
-------------------------------
PRINT NAME AND TITLE
[illegible]
-------------------------------
DATE
NCR CREDIT CORP.
BY: /s/ [illegible]
--------------------------------
LESSOR AUTHORIZED SIGNATURE
[illegible]
--------------------------------
PRINT NAME AND TITLE
[illegible]
--------------------------------
DATE
LESSEE'S COPY
AT&T CAPITAL CORPORATION
MASTER EQUIPMENT
LEASE AGREEMENT
SCHEDULE
LESSEE: Spec's Music, Inc.
STREET ADDRESS: 0000 Xxxxxxxxx 00xx Xxxxxx
XXXX/XXXXX/XXX: Xxxxx, XX 00000
LESSOR: NCR Credit Corp.
ADDRESS: 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
LEASE NUMBER: 100036
SCHEDULE NUMBER: 00030
SELLER: Applied Retail Solutions, System Builder Corporation, Data,
General Corporation, Teledata Concepts, & Xxxxxxx Electronics
DESCRIPTION OF ITEMS TO BE LEASED (THE EQUIPMENT): UPS, IBM Terminals,
Modems 3333, HP LaserJet, Pinpoint Consulting, Phone System,
Custom Software Development
TOTAL PRICE INCLUDING INSTALLATION/ONE-TIME CHARGES: $199,581.86
TOTAL PURCHASE PRICE (SUM OF TOTAL PRICES INCLUDING
INSTALLATION/ONE-TIME CHARGES): $199,581.86
OPTION A: ............................. YES [X] NO [ ]
Lessee selects a fair market value purchase
option and a fair rental value renewal option.
OPTION B: ............................. YES [ ] NO [X]
Lessee selects (i) a fixed price purchase option
of either $ n/a or n/a % of the Total Purchase Price
and (ii) a fixed price renewal option of n/a %
of the periodic Rental Payment.
THE TERMS AND CONDITIONS OF THE FOREGOING OPTIONS AND OTHER
IMPORTANT PROVISIONS ARE SET FORTH ON THE BACK OF THIS SCHEDULE.
PAYMENT IN ARREARS .................... YES [ ]
If this payments in arrears option is selected, Lessee shall pay Lessor
the first Rental Payment for the Equipment on the last day of the first
Rental Payment Period, which shall begin at Lessor's option on either the
Commencement Date or the first day of the month following the month in
which the Commencement Date occurs, and shall pay Lessor the remaining
periodic Rental Payments on or before the last day of each subsequent
Rental Payment Period.
EQUIPMENT LOCATION: See Attached
ADVANCE RENT: $4,470.63
RENTAL PAYMENT: $4,470.63
RENTAL PAYMENT PERIOD: Monthly
LATEST COMMENCEMENT DATE: Base Term Commencement Date 1/1/95
LENGTH OF INITIAL TERM: Base Term of 48 Months
THIS SCHEDULE SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE
MASTER EQUIPMENT LEASE AGREEMENT REFERENCED BY THE LEASE NUMBER SPECIFIED
ABOVE (AGREEMENT) BY AND BETWEEN LESSEE, AS LESSEE, AND LESSOR OR
AT&T CAPITAL CORPORATION OR ANY AFFILIATE OR SUBSIDIARY THEREOF.
AS LESSOR, AND BY THE TERMS AND CONDITIONS SET FORTH ON THE FRONT AND
BACK OF THIS SCHEDULE, PURSUANT TO SUCH TERMS AND CONDITIONS (WHICH
LESSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS), LESSEE AGREES
TO LEASE FROM LESSOR (AS SPECIFIED BELOW) AND LESSOR AGREES TO LEASE
TO LESSEE THE ABOVE REFERENCED EQUIPMENT. IT IS UNDERSTOOD AND AGREED
THAT THE TERMS AND CONDITIONS OF THIS SCHEDULE MAY BE DIFFERENT FROM
THE TERMS AND CONDITIONS OF PRIOR SCHEDULES AND THAT ANY ASSIGNMENT
OR TRANSFER PURSUANT TO SECTION 23 OF THE AGREEMENT BY LESSOR OR ANY
ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS HEREUNDER.
LESSEE REPRESENTS AND WARRANTS THAT IT SHALL LOOK ONLY TO THE SELLER
FOR ANY AND ALL CLAIMS AND WARRANTIES RELATING TO THE EQUIPMENT AND
THAT IT EITHER HAS REVIEWED, APPROVED AND RECEIVED A COPY OF THE
APPLICABLE PURCHASE DOCUMENTS OR HAS BEEN INFORMED BY LESSOR THAT IT
MAY HAVE RIGHTS UNDER THE PURCHASE DOCUMENTS AND MAY CONTACT SELLER FOR
A DESCRIPTION OF SUCH RIGHTS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON LESSEE BY
ARTICLE 2A OF THE UCC AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY
STATUE OR OTHERWISE THAT MAY LIMIT OR MODIFY THE LESSOR'S RIGHTS AS
DESCRIBED IN THE AGREEMENT, THIS SCHEDULE OR ANY OTHER FUNDAMENTAL
AGREEMENT (AS DEFINED IN THE AGREEMENT).
SPEC'S MUSIC, INC.
-------------------------------
LESSEE
BY: X /s/ XXXXX XXXX
-------------------------------
LESSEE AUTHORIZED SIGNATURE
Xxxxx Xxxx, VP & CFO
-------------------------------
PRINT NAME AND TITLE
[illegible]
-------------------------------
DATE
NCR CREDIT CORP.
BY: /s/ XXXXX X. XXXXXXX
--------------------------------
LESSOR AUTHORIZED SIGNATURE
Xxxxx X. Xxxxxxx, Credit Analyst
--------------------------------
PRINT NAME AND TITLE
2/10/95
--------------------------------
DATE
LESSEE'S COPY
AT&T CAPITAL CORPORATION
MASTER EQUIPMENT
LEASE AGREEMENT
SCHEDULE
LESSEE: Spec's Music, Inc.
STREET ADDRESS: 0000 Xxxxxxxxx 00xx Xxxxxx
XXXX/XXXXX/XXX: Xxxxx, XX 00000
LESSOR: NCR Credit Corp.
ADDRESS: 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
LEASE NUMBER: I100036
SCHEDULE NUMBER: 00020
SELLER: (See Attached Sellers)
DESCRIPTION OF ITEMS TO BE LEASED (THE EQUIPMENT): (See Attached)
TOTAL PRICE INCLUDING INSTALLATION/ONE-TIME CHARGES: $708,192.09
TOTAL PURCHASE PRICE (SUM OF TOTAL PRICES INCLUDING
INSTALLATION/ONE-TIME CHARGES): $708,192.09
OPTION A: ............................. YES [X] NO [ ]
Lessee selects a fair market value purchase
option and a fair rental value renewal option.
OPTION B: ............................. YES [ ] NO [X]
Lessee selects (i) a fixed price purchase option
of either $ n/a or n/a % of the Total Purchase Price
and (ii) a fixed price renewal option of n/a %
of the periodic Rental Payment.
THE TERMS AND CONDITIONS OF THE FOREGOING OPTIONS AND OTHER
IMPORTANT PROVISIONS ARE SET FORTH ON THE BACK OF THIS SCHEDULE.
PAYMENT IN ARREARS .................... YES [ ]
If this payments in arrears option is selected, Lessee shall pay Lessor
the first Rental Payment for the Equipment on the last day of the first
Rental Payment Period, which shall begin at Lessor's option on either the
Commencement Date or the first day of the month following the month in
which the Commencement Date occurs, and shall pay Lessor the remaining
periodic Rental Payments on or before the last day of each subsequent
Rental Payment Period.
EQUIPMENT LOCATION: Spec's Music, Inc.
0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx, XX 00000
ADVANCE RENT: $15,530.06
RENTAL PAYMENT: $15,530.06
RENTAL PAYMENT PERIOD: Monthly
LATEST COMMENCEMENT DATE: October 1, 1994
LENGTH OF INITIAL TERM: Base Term of 48 Months
THIS SCHEDULE SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE
MASTER EQUIPMENT LEASE AGREEMENT REFERENCED BY THE LEASE NUMBER SPECIFIED
ABOVE (AGREEMENT) BY AND BETWEEN LESSEE, AS LESSEE, AND LESSOR OR
AT&T CAPITAL CORPORATION OR ANY AFFILIATE OR SUBSIDIARY THEREOF.
AS LESSOR, AND BY THE TERMS AND CONDITIONS SET FORTH ON THE FRONT AND
BACK OF THIS SCHEDULE, PURSUANT TO SUCH TERMS AND CONDITIONS (WHICH
LESSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS), LESSEE AGREES
TO LEASE FROM LESSOR (AS SPECIFIED BELOW) AND LESSOR AGREES TO LEASE
TO LESSEE THE ABOVE REFERENCED EQUIPMENT. IT IS UNDERSTOOD AND AGREED
THAT THE TERMS AND CONDITIONS OF THIS SCHEDULE MAY BE DIFFERENT FROM
THE TERMS AND CONDITIONS OF PRIOR SCHEDULES AND THAT ANY ASSIGNMENT
OR TRANSFER PURSUANT TO SECTION 23 OF THE AGREEMENT BY LESSOR OR ANY
ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS HEREUNDER.
LESSEE REPRESENTS AND WARRANTS THAT IT SHALL LOOK ONLY TO THE SELLER
FOR ANY AND ALL CLAIMS AND WARRANTIES RELATING TO THE EQUIPMENT AND
THAT IT EITHER HAS REVIEWED, APPROVED AND RECEIVED A COPY OF THE
APPLICABLE PURCHASE DOCUMENTS OR HAS BEEN INFORMED BY LESSOR THAT IT
MAY HAVE RIGHTS UNDER THE PURCHASE DOCUMENTS AND MAY CONTACT SELLER FOR
A DESCRIPTION OF SUCH RIGHTS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON LESSEE BY
ARTICLE 2A OF THE UCC AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY
STATUE OR OTHERWISE THAT MAY LIMIT OR MODIFY THE LESSOR'S RIGHTS AS
DESCRIBED IN THE AGREEMENT, THIS SCHEDULE OR ANY OTHER FUNDAMENTAL
AGREEMENT (AS DEFINED IN THE AGREEMENT).
SPEC'S MUSIC, INC.
-------------------------------
LESSEE
BY: X /s/ XXXXX XXXX
-------------------------------
LESSEE AUTHORIZED SIGNATURE
Xxxxx Xxxx, VP & CFO
-------------------------------
PRINT NAME AND TITLE
11/7/94
-------------------------------
DATE
NCR CREDIT CORP.
BY: /s/ [illegible]
--------------------------------
LESSOR AUTHORIZED SIGNATURE
[illegible]
--------------------------------
PRINT NAME AND TITLE
2/20/95
--------------------------------
DATE
LESSEE'S COPY
AT&T CAPITAL CORPORATION
MASTER EQUIPMENT
LEASE AGREEMENT
SCHEDULE
LESSEE: Spec's Music, Inc.
STREET ADDRESS: 0000 Xxxxxxxxx 00xx Xxxxxx
XXXX/XXXXX/XXX: Xxxxx, XX 00000
LESSOR: NCR Credit Corp.
ADDRESS: 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
LEASE NUMBER: I100036
SCHEDULE NUMBER: 00010
SELLER: (See Attached) Sale Lease Back
DESCRIPTION OF ITEMS TO BE LEASED (THE EQUIPMENT): Sale Lease Back
(See Attached)
TOTAL PRICE INCLUDING INSTALLATION/ONE-TIME CHARGES: $361,472.56
TOTAL PURCHASE PRICE (SUM OF TOTAL PRICES INCLUDING
INSTALLATION/ONE-TIME CHARGES): $361,472.56
OPTION A: ............................. YES [X] NO [ ]
Lessee selects a fair market value purchase
option and a fair rental value renewal option.
OPTION B: ............................. YES [ ] NO [X]
Lessee selects (i) a fixed price purchase option
of either $ n/a or n/a % of the Total Purchase Price
and (ii) a fixed price renewal option of n/a %
of the periodic Rental Payment.
THE TERMS AND CONDITIONS OF THE FOREGOING OPTIONS AND OTHER
IMPORTANT PROVISIONS ARE SET FORTH ON THE BACK OF THIS SCHEDULE.
PAYMENT IN ARREARS .................... YES [ ]
If this payments in arrears option is selected, Lessee shall pay Lessor
the first Rental Payment for the Equipment on the last day of the first
Rental Payment Period, which shall begin at Lessor's option on either the
Commencement Date or the first day of the month following the month in
which the Commencement Date occurs, and shall pay Lessor the remaining
periodic Rental Payments on or before the last day of each subsequent
Rental Payment Period.
EQUIPMENT LOCATION: Spec's Music, Inc.
0000 Xxxxxxxxx 00xx Xxxxxx
Xxxxx, XX 00000
ADVANCE RENT: $7,912.64
RENTAL PAYMENT: $7,912.64
RENTAL PAYMENT PERIOD: Monthly
LATEST COMMENCEMENT DATE: October 1, 1994
LENGTH OF INITIAL TERM: Base Term of 48 Months
THIS SCHEDULE SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE
MASTER EQUIPMENT LEASE AGREEMENT REFERENCED BY THE LEASE NUMBER SPECIFIED
ABOVE (AGREEMENT) BY AND BETWEEN LESSEE, AS LESSEE, AND LESSOR OR
AT&T CAPITAL CORPORATION OR ANY AFFILIATE OR SUBSIDIARY THEREOF.
AS LESSOR, AND BY THE TERMS AND CONDITIONS SET FORTH ON THE FRONT AND
BACK OF THIS SCHEDULE, PURSUANT TO SUCH TERMS AND CONDITIONS (WHICH
LESSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS), LESSEE AGREES
TO LEASE FROM LESSOR (AS SPECIFIED BELOW) AND LESSOR AGREES TO LEASE
TO LESSEE THE ABOVE REFERENCED EQUIPMENT. IT IS UNDERSTOOD AND AGREED
THAT THE TERMS AND CONDITIONS OF THIS SCHEDULE MAY BE DIFFERENT FROM
THE TERMS AND CONDITIONS OF PRIOR SCHEDULES AND THAT ANY ASSIGNMENT
OR TRANSFER PURSUANT TO SECTION 23 OF THE AGREEMENT BY LESSOR OR ANY
ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS HEREUNDER.
LESSEE REPRESENTS AND WARRANTS THAT IT SHALL LOOK ONLY TO THE SELLER
FOR ANY AND ALL CLAIMS AND WARRANTIES RELATING TO THE EQUIPMENT AND
THAT IT EITHER HAS REVIEWED, APPROVED AND RECEIVED A COPY OF THE
APPLICABLE PURCHASE DOCUMENTS OR HAS BEEN INFORMED BY LESSOR THAT IT
MAY HAVE RIGHTS UNDER THE PURCHASE DOCUMENTS AND MAY CONTACT SELLER FOR
A DESCRIPTION OF SUCH RIGHTS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON LESSEE BY
ARTICLE 2A OF THE UCC AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY
STATUE OR OTHERWISE THAT MAY LIMIT OR MODIFY THE LESSOR'S RIGHTS AS
DESCRIBED IN THE AGREEMENT, THIS SCHEDULE OR ANY OTHER FUNDAMENTAL
AGREEMENT (AS DEFINED IN THE AGREEMENT).
SPEC'S MUSIC, INC.
-------------------------------
LESSEE
BY: X /s/ XXXXX XXXX
-------------------------------
LESSEE AUTHORIZED SIGNATURE
Xxxxx Xxxx, VP & CFO
-------------------------------
PRINT NAME AND TITLE
11/7/94
-------------------------------
DATE
NCR CREDIT CORP.
BY: /s/ XXXXX X. XXXXXXX
--------------------------------
LESSOR AUTHORIZED SIGNATURE
Xxxxx X. Xxxxxxx, Credit Analyst
--------------------------------
PRINT NAME AND TITLE
2/10/95
--------------------------------
DATE
LESSEE'S COPY
