EXHIBIT 10.5.1
ADDENDUM TO MASTER LEASE AGREEMENT
DATED NOVEMBER 19,1996
BETWEEN COMDISCO, INC., AS LESSOR AND
THE AUDIBLE WORDS CORPORATION, AS LESSEE
The terms and conditions of the above-referenced Master Lease Agreement
shall be modified and amended as follows:
1. Section 3, "Rent and Payment"
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In line 1, after the word "payable" insert the word, "in".
In line 2, after the word "payable" insert the words, "within fifteen (15)
days of".
In line 3, after the word "made" insert the words, "within fifteen (15)
days of".
2. Subsection 4.2, "Warranty and Disclaimer of Warranties"
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In line 8, after the word, "PURPOSE" insert the words, "(other than
Lessor's warranty that it holds clear title in and to the Equipment or has the
right to lease the Equipment to Lessee)".
3. Subsection 5.1, "Title"
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In line 1, after the word "subordinate" insert the words "(except as
provided herein)".
4. Subsection 5.3, "Assignment by Lessor"
--------------------
At the end of this Subsection, insert the following:
"Notwithstanding anything to the contrary stated above, in no event shall
any assignment between Lessor and any third party in any way abridge or
otherwise alter Lessee's rights against Lessor or Lessor obligations
provided for hereunder, it being the express understanding of the parties
that any such assignment shall not in any way affect Lessee's rights
against Lessor."
5. Subsection 6.1, "Net Lease"
---------
At the end of this Subsection, insert the following:
"Notwithstanding anything to the contrary stated above, Lessee's
obligations to pay Rent hereunder shall exclude any income and franchise
taxes based on the net income of Lessor."
6. Subsection 6.2, "Taxes and Fees"
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In line 6, after the word "Lessor)" insert the words "provided that the
Lessee shall not be obligated to make such payment so long as the Lessee is
diligently contesting the amount or validity thereof in good faith by adequate
proceedings, so long as such contest does not result in the seizure or
forfeiture of the Equipment."
7. Subsection 7.1, "Care, Use and Maintenance"
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In line 7, after the word "party" insert the word "reasonably".
8. Section 8, "Representations and Warranties of Lessee"
----------------------------------------
In line 4 of paragraph (b), after the word "Bylaws" insert the words "to
the best of its knowledge".
In line 2 of paragraph (d), delete the period after the word "law" and
insert the following:
", except to the extent the owner of the real estate, pursuant to an
instrument acceptable to Lessor, recognizes the ownership interest of the
Lessor or its Assignee and the security interest of the Secured Party and
agrees to permit removal of such Equipment to the extent entitled to do so
hereunder."
9. Section 9, "Delivery and Return of Equipment"
--------------------------------
In line 9, after the word "as" insert the word "reasonably".
In line 10, delete the words "address as set forth herein" and insert the
words "refurbishment facility located in Schaumburg, Illinois.
10. Section 12, "Risk of Loss"
------------
At the end of the second paragraph insert the following:
"Any proceeds paid to Lessor by Lessee's insurance carrier will be made
available to the Lessee to cover the cost of repairs."
11. Subsection 13.1, "Default"
-------
In line 4 of paragraph (b), after the word "notice" insert the words ",
provided that if such failure cannot be corrected within the ten (10) day period
that Lessee is diligently pursuing a cure, the Lessee shall be entitled to an
additional ten (10) business days to effectuate a cure"
In line 3 of paragraph (c), after the word "law" insert the words
"(provided that the filing of an involuntary petition shall not constitute an
Event of Default until the earlier of (I) the expiration of sixty (60) days from
filing or (ii) the entry of an Order for Relief)".
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12. Subsection 13.2, "Remedies"
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In line 5 of paragraph (d), after the word "negligence" insert the words
"and Lessor will promptly repair any damage caused by such negligence in the
removal".
13. Subsection 14.16, "Landlord/Mortgage Waiver"
------------------------
In line 1, after the word "to" insert the words "use its best efforts to".
THE AUDIBLE WORDS CORPORATION, COMDISCO, INC.,
AS LESSEE AS LESSOR
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
Title: CFO Title: Venture Lease Division
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Date: Nov 20, 1996 Date:_____________________________
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GP - 10/29/96
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