EXHIBIT 10.6
EXHIBIT C Mellon
================================================================================
AMENDMENT DATED AS OF MARCH 28, 2001 ("AMENDMENT")
TO
EQUIPMENT SCHEDULE DATED AS OF MARCH 28, 2001 ("SCHEDULE")
TO
MASTER LEASE AGREEMENT DATED AS OF MARCH 28, 2001 ("MASTER LEASE")
BETWEEN
MELLON US LEASING, A DIVISION OF MELLON LEASING CORPORATION ("LESSOR")
AND RMH TELESERVICES, INC. ("LESSEE")
This Amendment amends only the Schedule in the following respects, so that
the Master Lease and the Schedule, when taken together, will comprise a lease
creating a security interest, and not a true lease transaction.
NOW THEREFORE, the parties agree, with respect to the Master Lease only as
it pertains to the Schedule, as follows:
A. Xxxxxxxxx 00, Xxxxxxx, is deleted
B. Paragraph 11, Location; inspection; Labels, is amended by (i) renaming
it "Location; Inspection" and (ii) deleting the last sentence.
C. Paragraph 12, Repairs, Use, Alterations, is amended by replacing the
second sentence with the following:
"All parts, repairs, additions, alterations and attachments placed
on or incorporated into the Equipment shall immediately become part
of the Equipment and subject to Lessor's first priority security
interest hereunder."
D. Paragraph 14, Surrender, is amended to read in its entirety as
follows:
"14. SURRENDER. If Lessor rightfully demands possession of the
Equipment pursuant to this lease or otherwise, Lessee, at its
expense, shall return all, but not less than all, of the Equipment
by delivering it to such place or on board such carrier, packed for
shipping, as Lessor may specify. Lessee agrees that the Equipment,
when returned, shall be in the same condition as when delivered to
Lessee, reasonable wear and tear excepted, and in a condition which
will permit Lessor to be eligible for Manufacturer's standard
maintenance contract without incurring any expense to repair or
rehabilitate the Equipment. Lessee shall be liable for reasonable
and necessary expenses to place the Equipment in such condition.
Lessee shall remain liable for the condition of the Equipment until
it is received and accepted at the destination designated be Lessor
as set forth above. If any items of Equipment are missing or damaged
when returned, such occurrence shall be treated as an event of Loss
or Damage
with respect to such missing or damaged items and shall be subject
to the terms specified in Paragraph 15 below."
E. Paragraph 15, Loss or Damage, is amended by
(i) replacing clause (b) with following:
"(b) replace the same with like equipment acceptable to Lessor in
good condition and repair (which shall thereupon become "Equipment"
hereunder), subject to Lessor's first priority security interest
hereunder;"; and
(ii) replacing the last sentence with the following:
"Upon Lessor's receipt of such payment, Lessor shall release the
security interest, and quitclaim to Lessee any other interest,
that it holds in the Equipment.:
F. Pursuant to Paragraph 17, Lessor directs Lessee, after Lessor's funding of
the transaction, to make all payments of taxes with respect to the
Equipment or this transaction (except tax payments based upon Lessor's net
income.)
G. Paragraph 19(b), Tax indemnity, is deleted.
H. Xxxxxxxxx 00, Xxxxxxx; Remedies, is amended by adding at the end of the
second paragraph the following:
"and exercising all rights and remedies of a secured party under the
Uniform Commercial Code."
I. Paragraph 24, Ownership; Personal Property, amended to read in its entirety
as follows:
"24. OWNERSHIP; PERSONAL PROPERTY. Except as otherwise provided by
applicable law, security title and ownership of the Equipment shall
remain in Lessor as security for the obligations of Lessee hereunder
until Lessee has fulfilled all of such obligations, and the
Equipment shall at all times be and remain personal property
notwithstanding that the Equipment or
any part thereof may now be, or hereafter become, in any manner,
affixed or attached to real property or any improvements thereon."
J. Paragraph 26, Acquisition Agreements, is amended by deleting the first
sentence.
K. Xxxxxxxxx 00, Xxxxxxxx Option, is amended to read in its entirety as
follows:
"28. PURCHASE OPTION. If no default shall have occurred and be
continuing and if Lessee has paid all amounts due hereunder, Lessee
shall be entitled, at its option, to purchase all, but not less than
all, of the Equipment at the end of the initial Term for a purchase
price of $1.00. Lessor shall release the security interest, and
quitclaim to Lessee any other interest, that it holds in the
Equipment, "as-is, where-is" without any warranties, express or
implied. Lessee shall be responsible for any taxes levied in
connection with that transaction."
L. Paragraph 29, Related Equipment Schedules, is amended by replacing clause
(b) with the following:
"(b) if the Equipment under any Equipment Schedule
is returned under Paragraph 14,".
M. Paragraph 30, Miscellaneous, is amended by replacing the 12/th/ sentence
(immediately following the sentences in ALL CAPITALS) with the following:
"This lease is a lease creating a security interest, not a true
lease, and shall be deemed to be a security agreement. Lessee hereby
grants to Lessor a first priority security interest in this lease,
the Equipment, including the re-lease, sale or other disposition of
the Equipment or other collateral."
Except as amended hereby, the Master Lease and the Schedule shall remain in
full force and effect. In the event of any conflict between the Master Lease
and this Amendment, this Amendment shall govern.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.
Mellon US Leasing, a Division of Mellon Leasing Lessee Signature TITLE
Corporation, (LESSOR)
By BY
x /s/ XXXXXXX XXXXX X /s/ XXXX XXXXX DIRECTOR-FIN ANALYSIS
--------------------------------------------- -----------------------------------------------
Title BY
X MGR SYNDICATIONS X_____________________________________________
--------------------------------------------- CO-LESSEE SIGNATURE TITLE
HOME OFFICE. 000 XXXXXX XXXXXX, XXXXX 0000 XX
XXX XXXXXXXXX, XX 00000-0000 X_____________________________________________
Not valid unless executed by Lessor's home office
