Exhibit 10.2
ADDENDUM TO MASTER LEASE AGREEMENT
----------------------------------
This Addendum to Master Lease Agreement dated March 3, 1997 by and between
PNC Leasing Corp ("Lessor") and RMH Teleservices, Inc. ("Lessee") Lease No. 1008
(the "Master Lease") and to all Schedules thereto in effect as of the date
hereof (collectively the "Schedules") is dated as of the 28 day of May, 1999.
WHEREAS, Lessor and Lessee, having entered into the Master Lease and the
Schedules, desire to amend them as provided for herein;
WHEREAS, Lessor and Lessee desire to set forth these changes in writing as
required by the Master Lease.
NOW THEREFORE, intending to be legally bound hereby, Lessor and Lessee
agree as follows:
1. Master Lease. Section 21 of the Master Lease entitled "Incorporation of
Covenants by Reference" is hereby modified and amended to provide that upon the
termination any existing credit facility, loan or extension of credit between
PNC Bank and Lessee, only the financial covenants of the various covenants
relating to any such credit facility, loan or extension of credit as set forth
in any of the Loan Documents relating thereto shall survive such termination and
remain as "Incorporated Provisions" under the Master Lease.
2. Schedules. The Schedules and each of them are hereby modified to provide
that the notice provisions in the following sections: 11 -- Return of Equipment,
12 -- Renewal and 13 -- Purchase Option, relating to notice required from Lessee
to Lessor under each of the aforesaid sections is amended from 180 days to 120
days.
3. Capitalized Terms. Unless otherwise defined herein, all capitalized
terms used herein shall have the meaning as set forth in the Master Lease or the
Schedules.
4. Acknowledgment. Lessor and Lessee hereby acknowledge and agree that
except as specifically provided for in this Addendum, the Master Lease and the
Schedules remain unchanged and in full force and effect.
WITNESS the due execution hereof by the duly authorized representative of
the parties hereto as of the date and year first above written.
ATTEST/WITNESS PNC LEASING CORP -- Lessor
By: [ILLEGIBLE] By: [ILLEGIBLE]
------------------------ -------------------------
Title: Vice President Title: Vice Pres.
------------------------ -------------------------
ATTEST/WITNESS RMH TELESERVICES, INC. -- Lessee
By: [ILLEGIBLE] By: [ILLEGIBLE]
----------------- -------------------
EVP, CFO
