COUNTERPART NO.___ OF___ COUNTERPARTS DIGITAL
Authorized Financial Services
Schedule A (Tax Oriented) DIGITAL FINANCIAL SERVICES
Equipment Schedule No. 004 dated as of November 19, 1998 ("Lease")
To Master Lease Agreement No. 6713377 dated as of October 23, 1997 between
Digital Financial SeRvices and Netter Digital Entertainment, Inc.("Agreement")
LESSEE: LEGAL NAME: Netter Digital Entertainment, Inc
TRADE NAME (if any):
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Address for Invoices:
Person to Contact Regarding Invoices:
LESSOR: NAME: Digital Financial Services,
a division of General Electric Capital Corporation
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Operations Manager
A. The Latest Commencement Date for this Lease, as described in Section 7 of
the Agreement, is February 16, 1999.
B. LEASE PAYMENTS:
▇▇▇▇▇▇ agrees to pay Lease Payments pursuant to and in the manner stated
in Section 3 of the Agreement. Unless Lessee has exercised the option in the
following paragraph, the first Lease Payment shall be due and paid on the
Commencement Date, and all subsequent Lease Payments shall be due and paid on
the same day of each subsequent payment period in the amounts set forth below.
Payment Amount * Payment Period Monthly
______ Option to have Lease Payments due on the first day of the month: If
the box at the beginning of this paragraph is checked, and Lessee has
initialed its agreement at the bottom of this paragraph, then Lease Payments
will be due on the first day of the month, commencing on the first day of the
month following the Commencement Date (the "First Payment Due Date). If this
option is elected, ▇▇▇▇▇▇ agrees to pay interim rent equal to the Lease
Payment prorated on a daily basis, for each day from the Commencement Date to
the First Payment Due Date. Such interim rent payment will be due on the
First Payment Due Date with the first Lease Payment.
________ Lessee's Initials
C. TERM:
The Initial term of this Equipment Schedule shall be for a period of Thirty-
Six (36) Months.
D. END OF TERM OPTIONS; NOTICE:
Lessee shall have the options to return the Equipment, purchase the
Equipment or renew this Lease at the end of the Initial Term and each renewal
period, if any, subject to the conditions described in this Lease. Lessee
must provide Lessor with notice, at least ninety (90) days prior to the
expiration of the Initial Term or then current renewal term (as applicable),
of its intention to exercise an option to purchase or renew, or to return the
Equipment in accordance with Section 10 of the Agreement ("Notice of Intent).
If such Notice of Intent is not provided to the Lessor at least ninety (90)
days prior to the expiration of such term, Lessee shall continue to pay Lease
Payments to Lessor in the amount and at the times specified during the
Initial Term or such renewal term until the later of (i) the expiration of
ninety days following Lessor's receipt of Lessee's Notice of Intent ("Notice
Period), or (ii) the purchase of the Equipment pursuant to Paragraph F of
this Equipment Schedule or the return of the Equipment in accordance with
Section 10 of the Agreement. If an option to renew is exercised, the renewal
term shall commence upon the later of the expiration of the Notice Period or
the expiration of the Initial Term or then current renewal term, if any.
E. RENEWAL OPTIONS:
Lessee shall have the right to renew this Lease as to all, but not less
than all, of the Equipment and Software listed herein for three (3) successive
periods of one (1) year each, upon the same terms and conditions contained
herein, except that Lease Payments shall be the then fair market rental value
thereof. Fair market rental value shall be determined by mutual agreement
between Lessor and Lessee or if a dispute arises, then by an independent
appraiser selected by Lessor, at ▇▇▇▇▇▇'s expense. Fair market rental value
shall be paid on a monthly or yearly basis as directed by ▇▇▇▇▇▇.
Lessee's renewal options are contingent upon the following: (i) Lessee
shall provide Lessor with ▇▇▇▇▇▇'s Notice of Intent to renew not less than
ninety (90) days prior to the expiration of the Initial Term or the renewal
term, as the case may be, and (ii) at the time of the giving of such notice
and the commencement of said renewal term, no default or Event of Default
hereunder or under the Agreement or any other agreement between Lessor and
Lessee shall have occurred and be continuing, in Lessor's sole determination.
Failure to exercise a preceding option shall preclude Lessee from exercising
any subsequent options.
F. PURCHASE OPTION:
Subject to the conditions stated herein, Lessor hereby grants to Lessee a
non-assignable option to purchase all, but not less than all, of the
Equipment described in this Lease at the expiration of the Initial Term or
any renewal hereof for an amount equal to the then fair market value of the
Equipment (herein the "Option Price). The fair market value of the Equipment
shall be determined by mutual agreement between the parties or if a dispute
arises, then by an independent appraiser selected by Lessor, at ▇▇▇▇▇▇'s
expense.
Lessee's right to purchase said Equipment is contingent upon all of the
following:
(i) no default or Event of Default on the part of Lessee under this Lease,
the Agreement or any other agreement between Lessor and Lessee shall
have occurred and be continuing in Lessor's sole determination; and
(ii) Lessor shall have received Lessee's Notice of Intent to purchase at
least ninety (90) days prior to the date upon which the Initial Term or
renewal term expires, as the case may be; and
(iii) at least thirty (30) days prior to the expiration date of the Initial
Term or renewal term, as the case may be, Lessor shall have received in
cash a sum equal to (i) the Option Price and (ii) all taxes, whether
currently in existence or hereafter enacted, which shall be or become
due and payable directly or indirectly as a result of the sale or
transfer of the Equipment, except Lessee may provide Lessor with a
certificate of exemption or other similar document with respect to such
taxes.
It is expressly understood by the parties hereto that any purchase hereunder
SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, on the
part of Lessor and that Lessor sells the Equipment hereunder on a "AS IS,"
"WHERE IS" basis.
G. TAX INDEMNIFICATION
This Lease has been entered into on the assumption that Lessor shall be
entitled to certain deductions, credits, and other tax benefits as are
provided in the Internal Revenue Code of 1986, including amendments as may
occur (the "Code"), to an owner or property including without limitation,
depreciation deductions and interest deductions with respect to any debt
incurred to finance the purchase of the Equipment. If, as a result of any
acts or omissions by Lessee or as a result of any changes in the Code
(including any changes in the marginal corporate income tax rate), the
regulations issued thereunder or the administrative or judicial
interpretations thereof, Lessor's projected after-tax economic return
resulting from ownership and lease of the Equipment hereunder is reduced,
then Lessee's Lease Payments shall be increased in an amount (based on
Lessor's reasonable calculations) sufficient to provide the same net
after-tax economic return as if such acts or omissions or changes had not
occurred. Appropriate increases shall also be made in any applicable
Stipulated Loss Value Rider to this Lease.
H. ADDITIONAL TERMS:
The terms contained on the Riders listed herein and attached hereto shall
be applicable and constitute a part of this Lease: Rider No. 1 TPOptions.
I. MODIFICATIONS:
In the event that additions and/or deletions to the Equipment and/or
Software listed herein are made prior to the Commencement Date as a result
of a written direction or change order issued by ▇▇▇▇▇▇ and accepted by
Lessor, Lessee authorizes Lessor to modify the Equipment and Software
listed in herein to reflect such additions or deletions and to adjust the
Lease Payment amount and any other affected terms accordingly. Lessor will
deliver to Lessee a written notice containing any final terms that differ
from those set forth in this Equipment Schedule.
J. MASTER LEASE AGREEMENT:
This Lease is entered into pursuant to the Agreement identified above.
Except to the extent expressly modified hereby, the parties hereto by thei
execution and delivery hereof, reaffirm and incorporate herein by
reference all of the terms, covenants and conditions of said Agreement as
if such terms, covenants and conditions were fully set forth in this
Equipment Schedule. All of the capitalized words used herein or in the
Riders annexed hereto shall have the meanings ascribed to them in the
Agreement unless otherwise expressly stated herein or therein.
K. EQUIPMENT AND SOFTWARE:
Equipment:
Quantity Model No./Description Equipment Cost
1 SmartSwitch Router Intro Pack w/ peripherals per
attached Quotation from Wyle Electronics dated 9/2/98
Reference No. SSR-8999WL2007 $30,612.50
4 DEGPA-SA 32/64bit, 33-66MHz Universal w/ peripherals
per attached Quotation from Wyle Electronics dated
9/24/98, Reference No. 999WL20060 $11,722.35
Total Equipment Costs: $42,334.85
Software:
Quantity Model No./Description Software License Fee
Total Software License Fees:
Total Equipment Costs and Software License Fees: $42,334.85
L. LOCATION OF EQUIPMENT ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ & ZIP: North Hollywood, CA 91601
M. COUNTERPARTS:
This Equipment Schedule may be executed in any number of counterparts,
each of which shall be sequentially numbered. No security interest in this
Lease may be created through the transfer or possession of any counterpart
other than Counterpart No. 1 of this Equipment Schedule, but no transfer or
possession of the Agreement will be required to create a security interest
in the Lease evidenced by this Equipment Schedule.
LESSEE: Netter Digital Entertainment, Inc. LESSOR: Digital Financial Services,
a division of General
Electric Capital
Corporation
By: /s ▇▇▇▇ ▇▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇.▇'▇▇▇▇-▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇.▇'▇▇▇▇-▇▇▇▇▇▇▇
Its: Chief Financial Officer Its: Sr. Lease Administrator
COUNTERPART NO. 2 OF 2 COUNTERPARTS DIGITAL
Authorized Financial Services
Schedule A (Tax Oriented) Digital Financial Services
Equipment Schedule No. 003 dated as of September 02, 1998 ("Lease")
To Master Lease Agreement No. 6713377 dated as of October 23 , 1997 between
Digital Financial Services and Netter Digital Entertainment, Inc.("Agreement")
LESSEE: LEGAL NAME: Netter Digital Entertainment, Inc.
TRADE NAME (if any):
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Address for Invoices:
Person to Contact Regarding Invoices:
LESSOR: NAME: Digital Financial Services,
a division of General Electric Capital Corporation
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Operations Manager
A. The Latest Commencement Date for this Lease, as described in Section 7 of
the Agreement, is November 30, 1998.
B. LEASE PAYMENTS:
▇▇▇▇▇▇ agrees to pay Lease Payments pursuant to and in the manner state
in Section 3 of the Agreement. Unless Lessee has exercised the option in the
following paragraph, the first Lease Payment shall be due and paid on the
Commencement Date, and all subsequent Lease Payments shall be due and paid on
the same day of each subsequent payment period in the amounts set forth below.
Payment Amount * Payment Period Monthly
______ Option to have Lease Payments due on the first day of the month: If
the box at the beginning of this paragraph is checked, and Lessee has
initialed its agreement at the bottom of this paragraph, then Lease Payments
will be due on the first day of the month, commencing on the first day of the
month following the Commencement Date (the "First Payment Due Date"). If this
option is elected, ▇▇▇▇▇▇ agrees to pay interim rent equal to the Lease
Payment prorated on a daily basis, for each day from the Commencement Date to
the First Payment Due Date. Such interim rent payment will be due on the
First Payment Due Date with the first Lease Payment.
___________ Lessee's Initials
C. TERM:
The Initial term of this Equipment Schedule shall be for a period of
Thirty-Six (36) Months.
D. END OF TERM OPTIONS; NOTICE:
Lessee shall have the options to return the Equipment, purchase the
Equipment or renew this Lease at the end of the Initial Term and each
renewal period, if any, subject to the conditions described in this Lease.
Lessee must provide Lessor with notice, at least ninety (90) days prior to the
expiration of the Initial Term or then current renewal term (as applicable),
of its intention to exercise an option to purchase or renew, or to return the
Equipment in accordance with Section 10 of the Agreement("Notice of Intent").
If such Notice of Intent is not provided to the Lessor at least ninety (90)
days prior to the expiration of such term, Lessee shall continue to pay Lease
Payments to Lessor in the amount and at the times specified during the
Initial Term or such renewal term until the later of (i) the expiration of
ninety days following Lessor's receipt of Lessee's Notice of Intent ("Notice
Period"), or (ii) the purchase of the Equipment pursuant to Paragraph F of
this Equipment Schedule or the return of the Equipment in accordance with
Section 10 of the Agreement. If an option to renew is exercised, the renewal
term shall commence upon the later of the expiration of the Notice Period
or the expiration of the Initial Term or then current renewal term, if any.
E. RENEWAL OPTIONS:
Lessee shall have the right to renew this Lease as to all, but not less
than all, of the Equipment and Software listed herein for three (3) successive
periods of one (1) year each, upon the same terms and conditions contained
herein, except that Lease Payments shall be the then fair market rental
value thereof. Fair market rental value shall be determined by mutual
agreement between Lessor and Lessee or if a dispute arises, then by an
independent appraiser selected by Lessor, at ▇▇▇▇▇▇'s expense. Fair market
rental value shall be paid on a monthly or yearly basis as directed by
▇▇▇▇▇▇.
Lessee's renewal options are contingent upon the following: (i) Lessee
shall provide Lessor with ▇▇▇▇▇▇'s Notice of Intent to renew not less than
ninety (90) days prior to the expiration of the Initial Term or the renewal
term, as the case may be, and (ii) at the time of the giving of such notice
and the commencement of said renewal term, no default or Event of Default
hereunder or under the Agreement or any other agreement between Lessor and
Lessee shall have occurred and be continuing, in Lessor's sole determination.
Failure to exercise a preceding option shall preclude Lessee from exercising
any subsequent options.
F. PURCHASE OPTION:
Subject to the conditions stated herein, Lessor hereby grants to Lessee a
non-assignable option to purchase all, but not less than all, of the
Equipment described in this Lease at the expiration of the Initial Term or
any renewal hereof for an amount equal to the then fair market value of the
Equipment (herein the "Option Price"). The fair market value of the Equipment
shall be determined by mutual agreement between the parties or if a dispute
arises, then by an independent appraiser selected by Lessor, at ▇▇▇▇▇▇'s
expense.
Lessee's right to purchase said Equipment is contingent upon all of the
following:
(i) no default or Event of Default on the part of Lessee under this Lease,
the Agreement or any other agreement between Lessor and Lesse shall have
occurred and be continuing in Lessor's sole determination; and
(ii) Lessor shall have received Lessee's Notice of Intent to purchase at
least ninety (90) days prior to the date upon which the Initial Term or
renewal term expires, as the case may be; and
(iii) least thirty (30) days prior to the expiration date of the Initial
Term or renewal term, as the case may be, Lessor shall have received in
cash a sum equal to (i) the Option Price and (ii) all taxes, whether
currently in existence or hereafter enacted, which shall be or become due
and payable directly or indirectly as a result of the sale or transfer of
the Equipment, except Lessee may provide Lessor with a certificate of
exemption or other similar document with respect to such taxes.
It is expressly understood by the parties hereto that any purchase hereunder
SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, on the
part of Lessor and that Lessor sells the Equipment hereunder on a "AS IS,"
"WHERE IS" basis.
G. TAX INDEMNIFICATION
This Lease has been entered into on the assumption that Lessor shall be
entitled to certain deductions, credits, and other tax benefits as are
provided in the Internal Revenue Code of 1986, including amendments as may
occur (the "Code"), to an owner or property including without limitation,
depreciation deductions and interest deductions with respect to any debt
incurred to finance the purchase of the Equipment. If, as a result of any
acts or omissions by Lessee or as a result of any changes in the Code
(including any changes in the marginal corporate income tax rate), the
regulations issued thereunder or the administrative or judicial
interpretations thereof, Lessor's projected after-tax economic return
resulting from ownership and lease of the Equipment hereunder is reduced,
then Lessee's Lease Payments shall be increased in an amount (based on
Lessor's reasonable calculations) sufficient to provide the same net after-
tax economic return as if such acts or omissions or changes had not occurred.
Appropriate increases shall also be made in any applicable Stipulated Loss
Value Rider to this Lease.
H. ADDITIONAL TERMS:
The terms contained on the Riders listed herein and attached hereto shall
be applicable and constitute a part of this Lease: Rider No. 1 TPOptions.
I. MODIFICATIONS:
In the event that additions and/or deletions to the Equipment and/or
Software listed herein are made prior to the Commencement Date as a result
of a written direction or change order issued by ▇▇▇▇▇▇ and accepted by
Lessor, Lessee authorizes Lessor to modify the Equipment and Software listed
in herein to reflect such additions or deletions and to adjust the Lease
Payment amount and any other affected terms accordingly. Lessor will deliver
to Lessee a written notice containing any final terms that differ from those
set forth in this Equipment Schedule.
J. MASTER LEASE AGREEMENT:
This Lease is entered into pursuant to the Agreement identified above.
Except to the extent expressly modified hereby, the parties hereto by their
execution and delivery hereof, reaffirm and incorporate herein by reference
all of the terms, covenants and conditions of said Agreement as if such
terms, covenants and conditions were fully set forth in this Equipment
Schedule. All of the capitalized words used herein or in the Riders annexed
hereto shall have the meanings ascribed to them in the Agreement unless
otherwise expressly stated herein or therein.
K. EQUIPMENT AND SOFTWARE:
Equipment:
Quantity Model No./Description Equipment Cost
2 CT-RENDT-▇▇ ▇▇▇▇▇▇ Tower System WNT 7300/533
with 4-533 Mhz CPU, 1 GB RAM, see peripherals per
attached Quotation No. 999WL20029-01, dated 8/14/98 $272,000.00
from Wyle Electronics
Total Equipment Costs: $272,000.00
Software:
Quantity Model No./Description Software License Fee
Total Software License Fees:
Total Equipment Costs and
Software License Fees: $272,000.00
LOCATION OF EQUIPMENT ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ & ZIP: North Hollywood, CA 91601
M. COUNTERPARTS:
This Equipment Schedule may be executed in any number of counterparts, each
of which shall be sequentially numbered. No security interest in this Lease
may be created through the transfer or possession of any counterpart other
than Counterpart No. 1 of this Equipment Schedule, but no transfer or
possession of the Agreement will be required to create a security interest
in the Lease evidenced by this Equipment Schedule.
LESSEE: Netter Digital Entertainment, Inc LESSOR: Digital Financial Services,
a division of General
Electric Capital
Corporation
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇.▇'▇▇▇▇-▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇.▇'▇▇▇▇-▇▇▇▇▇▇▇
Its: Chief Financial Officer Its: Sr. Lease Administrator
