Exhibit 10(d)
ADDENDUM NO. 2 TO
MASTER LEASE AGREEMENT NO. ▇▇▇-▇▇▇▇▇-▇▇▇
DATED AS OF MARCH 31, 1997
BETWEEN
THIRD COAST VENTURE LEASE PARTNERS I, L.P.
AND
SANDBOX ENTERTAINMENT CORPORATION, AS LESSEE
This Addendum is attached to and forms part of that certain Master Lease
Agreement No. ▇▇▇-▇▇▇▇▇-▇▇▇ dated as of March 31, 1997 and all addenda thereto,
between THIRD COAST VENTURE LEASE PARTNERS I, L.P. ("Lessor") and SANDBOX
ENTERTAINMENT CORPORATION ("Lessee"), ("Lease") agreeing as follows:
A. Terms defined in the Lease shall have the same meanings herein unless
otherwise expressly set forth herein or otherwise required by context hereof.
B. The following shall be added to the terms of the Lease and are hereby
incorporated therein by reference.
C. To the extent any terms or conditions contained in this Addendum may be
inconsistent or conflict with any terms or conditions contained in the Lease,
the terms and conditions contained in this Addendum shall govern and control.
26. Lease Line.
(b) The aggregate Equipment Cost of such Equipment shall not
exceed $650,000.
(c) The Equipment shall be located at Lessee's headquarters
location at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Location A") and such other locations as
Lessor may approve prior to funding, all as set forth in the
applicable Schedules. Lessor hereby grants approval for the
Equipment to be located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Location B"); provided however
that such approval shall be null and void if, prior to January
1, 1998, Lessee does not:
(i) deliver to Lessor a User Agreement, Release,
Disclaimer or Subordination Agreements by each owner
and mortgagee of Location B (all in a form
satisfactory to Lessor); or
(ii) prepay, in accordance with the Lease, the pro rata
portion of the Lease relating to the Equipment at
Location B; or
(iii) substitute, in accordance with the Lease, other
equipment acceptable to Lessor for Equipment at
Location B; or
(iv) move the Equipment at Location B to another location
acceptable to Lessor ("Location C") and deliver to
Lessor a User Agreement, Release, Disclaimer or
Subordination Agreements by each owner and mortgagee
of Location C (all in a form satisfactory to Lessor).
31. Warrants. In addition to the Stock Subscription Warrant to Purchase 12,500
Shares of Series A Preferred Stock dated May 6, 1997 and the Stock Subscription
Warrant to Purchase 62,500 Shares of Series A Preferred Stock dated May 6, 1997,
Lessee shall issue and deliver to Lessor two additional warrants:
"Additional Warrant A" shall permit Lessor to purchase 25,000 shares of
common stock at an exercise price and on terms satisfactory to Lessor; and
"Additional Warrant B" shall permit Lessor to purchase 12,500 shares of
common stock at an exercise price and on terms satisfactory to Lessor.
The Additional Warrant A and Additional Warrant B shall be issued and
delivered to Lessor upon the execution of this Addendum. In the event Lessee
raises in excess of $3,000,000 in cash via the planned public venture capital
round managed by Wit Capital prior to November 21, 1997, Lessor will surrender
Additional Warrant B to Lessee unexercised.
32. Conditions Precedent. Lessee shall cause the following documents to be
delivered to Lessor in form and substance acceptable to Lessor:
(a) Condition to closing and Lessor's performance:
1. Release or subordination of any prior security
interests in the Equipment including "after acquired"
clauses;
2. Such other items or documents as Lessor may request.
33. Right of First Refusal. Lessor hereby grants Lessor the right of first
refusal to match the terms of any bona fide equipment financing commitment
received by Lessee prior to March 31, 1998. Upon written notification by Lessee
to Lessor (which notification may be accomplished by fax transmission to
Lessor's regular fax number) of the specific terms of a proposed equipment
financing commitment (including the proposed closing schedule for such
commitment) as well as notification that Lessee has provided Lessor with all
documents and information that Lessor is entitled to receive pursuant to
paragraph 21 of the Master Lease (as amended by paragraph 33 of Addendum No. 1
to Master Lease), Lessor shall have 48 hours to give Lessee written notice
(which notification may be accomplished by fax transmission to Lessee's regular
fax number) of Lessor's exercise of its right of first refusal under this
paragraph. If Lessor fails to give such written notice within 48 hours, then
Lessee shall be free to proceed with the proposed equipment financing commitment
on substantially the terms set forth in Lessee's notice.
IN WITNESS WHEREOF, this Addendum has been executed by a duly authorized officer
of Lessee as of the 27th day of September, 1997
SANDBOX ENTERTAIMENT CORPORATION, Lessee
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Chief Financial Officer
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THIRD COAST VENTURE LEASE PARTNERS I, L.P., Lessor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By its General Partner, Third Coast GP-I, L.L.C.
By: /s/ Miroslav Anic
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Name: Miroslav Anic
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Title: Manager
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