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MASTER LEASE AGREEMENT
No. 9018
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This Master Lease Agreement (the "MLA") is entered into by and between Ascend
Credit Corporation ("Lessor"), having its principal place of business at 0000
Xxxxxx Xxx Xxxxxxx, Xxxxxxx, XX 00000 and Website Management Company, Inc.
dba FlashNet Communications ("Lessee"), having its principal place of
business at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, XX 00000
1. LEASE AGREEMENT. Lessor agrees to lease to Lessee, and Lessee
agrees to lease from Lessor, the equipment (the "Equipment") referenced in
each of the Schedules (the "Schedule" or "Schedules") which incorporate this
MLA therein (the "Lease").
2. TERM. Each Lease shall be effective upon the execution of the
MLA and the related Schedule by the Lessor and the Lessee. The lease term
(the "Lease Term") of the Equipment referenced in each of the Schedules shall
commence on the rent commencement date specified in each Schedule (the "Rent
Commencement Date"). The Rent Commencement Date shall be the date 30 days
from the date that the Equipment is shipped by the supplier (the "Ship Date")
as evidenced by a shipping document provided by the supplier related to the
Equipment (the "Shipping Document"). Lessor will provide Lessee with a copy
of the Shipping Document evidencing the Ship Date.
3. RENT. The rent (the "Rent") for the Equipment referenced in any
Schedule shall be as stated in such Schedule and shall be payable according
to the provisions of such Schedule. If any amount payable under a Schedule is
not received by Lessor within 10 days of the due date, Lessee agrees to pay
an overdue Charge, as defined herein, with respect to such amount.
4. SELECTION AND ASSIGNMENT. Lessee will select the type, quantity and
Supplier of each item of Equipment designated in a Schedule, and Lessee
hereby assigns to Lessor all of its right, title and interest in and to the
related equipment purchase agreement, a copy of which has been provided to
Lessor by Lessee (the "Agreement"). The Agreement may be amended with the
consent of Lessor. Any such assignment with respect to Equipment shall
become binding upon Lessor when Lessor and Lessee have entered into a Lease
with respect to such Equipment and as of the Rent Commencement Date
referenced in such Lease. Upon such an assignment becoming effective, Lessor
shall be obligated to purchase the Equipment from the Supplier in accordance
with the provisions of the Agreement. It is expressly agreed that Lessee
shall at all times remain liable to Supplier under the Agreement to perform
all duties and obligations of Lessee thereunder, except for the obligation to
purchase the Equipment to the extent expressly assumed by the Lessor
hereunder, and that the Lessee shall be entitled to the same rights of the
purchaser of the Equipment under the Agreement, except such right, title and
interest in the Equipment retained exclusively by the Lessor as owner of the
Equipment. Lessor shall have no liability for a Supplier's failure to meet
the terms and conditions of the Agreement.
5. DELIVERY AND INSTALLATION. Lessee shall be responsible for payment
of all transportation, packing, installation, testing and other charges
associated with the delivery, installation or use of any Equipment which are
not included in the Agreement with respect to such Equipment.
6. WARRANTIES. LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE EQUIPMENT, ITS
MERCHANTABILITY, OR ITS FITNESS FOR A PARTICULAR PURPOSE. LESSOR SHALL NOT BE
LIABLE TO LESSEE OR ANY OTHER PERSON FOR DIRECT, INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM LESSEE'S USE OF THE
EQUIPMENT, OR FOR DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY OR
LESSOR'S PASSIVE NEGLIGENCE. LESSEE HEREBY ACKNOWLEDGES THAT ANY
MANUFACTURER'S OR SUPPLIER'S WARRANTIES WITH RESPECT TO THE EQUIPMENT ARE FOR
THE BENEFIT OF BOTH LESSOR AND LESSEE. NOTWITHSTANDING THE FOREGOING,
LESSEE'S OBLIGATIONS TO PAY EACH RENT PAYMENT DUE, OR OTHERWISE PERFORM ITS
OBLIGATIONS, UNDER THIS LEASE ARE ABSOLUTE AND UNCONDITIONAL.
7. TITLE TO AND LOCATION OF EQUIPMENT. Lessor shall retain title to
each item of Equipment. Lessee, at its expense, shall protect Lessor's title
and keep the Equipment free from all claims, liens, encumbrances and legal
processes. The Equipment is personal property and is not to be regarded as
part of the real estate on which it may be situated. If requested by Lessor,
Lessee will, at Lessee's expense, furnish a landlord or mortgagee waiver with
respect to the Equipment. The Equipment shall not be removed from the
location specified in the Schedule without the written consent of Lessor.
Lessee shall, upon Lessor's request, affix and maintain plates, tags or other
identifying labels, showing Lessor's ownership of the Equipment in a
prominent position on the Equipment.
8. USE OF EQUIPMENT, INSPECTION AND REPORTS. The use of the Equipment
by Lessee shall conform with all applicable laws, insurance policies, and
warranties of the manufacturer or Supplier of the Equipment. Lessor shall
have the right to inspect the Equipment at the premises where the Equipment
is located. Lessee shall notify Lessor promptly of any claims, liens,
encumbrances or legal processes with respect to the Equipment.
9. FURTHER ASSURANCES. Lessee shall execute and deliver to Lessor such
instruments as Lessor deems necessary for the confirmation of this Lease and
Lessor's rights hereunder. Lessor is authorized to file financing statements
signed only by the Lessor in accordance with the Uniform Commercial Code, or
financing statements signed by Lessor as Lessee's attorney-in-fact. Any such
filing with respect to the Equipment leased pursuant to a true lease shall
not be deemed evidence of any intent to create a security interest under the
Uniform Commercial Code.
10. MAINTENANCE AND REPAIRS. Lessee shall, at its expense, maintain
each item of Equipment in good condition, normal wear and tear excepted.
Lessee shall not make any addition, alteration, or attachment to the
Equipment without Lessor's prior written consent. Lessee shall make no
repair, addition, alteration or attachment to the Equipment which interferes
with the normal operation or maintenance thereof, creates a safety hazard, or
might result in the creation of a mechanic's or materialman's lien.
11. LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS. If Lessee fails to
perform any of its obligations under a Lease, Lessor may perform any act or
make any payment which Lessor deems necessary for the maintenance and
preservation of the Equipment subject thereto and Lessor's title thereto. All
sums so paid by Lessor (together with all related Overdue Charges), and
reasonable attorneys' fees incurred by Lessor in connection therewith, shall
be additional rent payable to Lessor on demand. The performance of any such
act or the making of any such payment by Lessor shall not be deemed a waiver
or release of any obligation or default on the part of Lessee.
12. INDEMNIFICATION. Lessee assumes liability for, and hereby agrees to
indemnify, protect and hold harmless, Lessor, and its agents, employees,
officers, directors, partners and successors and assigns, from and against,
all liabilities, obligations, losses, damages, injuries, claims, demands,
penalties, actions, costs and expenses, including, without limitation,
reasonable attorneys' fees, of whatever kind and nature, in contract or in
tort, arising out of the use, condition, operation, ownership, selection,
delivery, leasing or return of any item of Equipment, regardless of when, how
and by whom operated, or any failure on the part of Lessee to perform or
comply with any of its obligations under a Lease, excluding, however, any of
the foregoing which result from the gross negligence or willful misconduct of
Lessor. Such indemnities and assumptions of liabilities and obligations shall
continue in full force and effect, notwithstanding the expiration or other
termination of such Lease. Nothing contained in any Lease shall authorize
Lessee to operate the Equipment subject thereto so as to incur or impose any
liability on, or obligation for or on behalf of, Lessor.
13. NO OFF-SET. All Rents shall be paid by Lessee irrespective of any
off-set, counterclaim, recoupment, defense or other right which Lessee may
have against Lessor, the manufacturer or Supplier of the Equipment or any
other party.
14. ASSIGNMENT BY LESSEE. Lessee shall not, without Lessor's prior
written consent, (a) sell, assign, transfer, pledge, hypothecate, or
otherwise dispose of, encumber or suffer to exist a lien upon or against, any
of the Equipment or any Lease or any interest therein, by operation of law or
otherwise, or (b) sublease or lend any of the Equipment or permit any of the
Equipment to be used by anyone other than Lessee.
15. ASSIGNMENT BY LESSOR. Lessor may assign, sell or encumber its
interest in any of the Equipment and any Lease. Upon Lessor's written
consent, Lessee shall pay directly to the assignee of any such interest all
Rent and other sums due under an assigned Lease. THE RIGHTS OF ANY SUCH
ASSIGNEE SHALL NOT BE SUBJECT TO ANY ABATEMENT, DEDUCTION, OFF-SET,
COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH LESSEE MAY HAVE
AGAINST LESSOR OR ANY OTHER PERSON OR ENTITY. Notwithstanding the foregoing,
any such assignment (a) shall be subject to Lessee's right to possess and use
the Equipment subject to a Lease so long as Lessee is not in default
thereunder, and (b) shall not release any of Lessor's obligations hereunder.
16. RETURN OF EQUIPMENT. Unless Lessee has exercised its option, if
any, to renew a lease or purchase the Equipment subject thereto, upon
expiration of the then current Lease Term of such Lease, Lessee shall, at its
expense, cause such Equipment to be removed, disassembled, and placed in the
same condition as when delivered to Lessee (reasonable wear and tear
excepted) and properly crate such Equipment for shipment and deliver it to a
common carrier designated by Lessor. Lessee will ship such Equipment, F.O.B.
destination, to any address specified in writing by Lessor within the
continental United States. All additions, attachments, alterations and
repairs made or placed upon any of the Equipment shall become part of such
Equipment and shall be the property of Lessor.
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17. EVENTS OF DEFAULT. The occurrence of any of the following shall be
deemed to constitute an Event of Default hereunder; (a) Lessee fails to pay
Rent, any other amount it is obligated to pay under a Lease or any other
amount it is obligated to pay to Lessor and does not cure such failure within
10 days of such amount becoming due; (b) Lessee fails to perform or observe
any obligation or covenant to be performed or observed by Lessee hereunder or
under any Schedule, including, without limitation, supplying all requested
documentation, and does not cure such failure within 10 days of receiving
written notice thereof from Lessor; (c) any warranty, representation or
statement made or furnished to Lessor by or on behalf of Lessee is proven to
have been false in any material respect when made or furnished; (d) the
attempted sale or encumbrance by Lessee of the Equipment, or the making of
any levy, seizure or attachment thereof or thereon; or (e) the dissolution,
termination of existence, discontinuance of business, insolvency, or
appointment of a receiver of any part of the property of Lessee, assignment
by Lessee for the benefit of creditors, the commencement of proceedings under
any bankruptcy, reorganization or arrangement laws by or against Lessee, or
any other act of bankruptcy on the part of Lessee.
18. REMEDIES OF LESSOR. At any time after the occurrence of any Event
of Default, Lessor may exercise one or more of the following remedies: (a)
Lessor may terminate any or all of the Leases with respect to any or all items
of Equipment subject thereto; (b) Lessor may recover from Lessee all Rent and
other amounts then due and to become due under any or all of the Leases; (c)
Lessor may take possession of any or all items of Equipment, wherever the
same may be located, without demand or notice, without any court order or
other process of law and without liability to Lessee for any damages
occasioned by such taking of possession, and any such taking of possession
shall not constitute a termination of any Lease; (d) Lessor may demand that
Lessee return any or all items of Equipment to Lessor in accordance with
Paragraph 16; and (e) Lessor may pursue any other remedy available at law or
in equity, including, without limitation, seeking damages, specific
performance or an injunction.
Upon repossession or return of any item of the Equipment, Lessor shall
sell, lease or otherwise dispose of such item in a commercially reasonable
manner, with or without notice and on public or private bid, and apply the
net proceeds thereof (after deducting the estimated fair market value of such
item at the expiration of the term of the applicable Lease, in the case of a
sale, or the rents due for any period beyond the scheduled expiration of such
Lease, in the case of any subsequent lease of such item, and all expenses,
including, without limitation, reasonable attorneys' fees, incurred in
connection therewith) towards the Rent and other amounts due under such
Lease, with any excess net proceeds to be retained by Lessor.
Each of the remedies under this Lease shall be cumulative, and not
exclusive, and in addition to any other remedy referred to herein or
otherwise available to Lessor in law or in equity. Any repossession or
subsequent sale or lease by Lessor of any item of Equipment shall not bar an
action for a deficiency as herein provided, and the bringing of an action or
the entry of judgment against Lessee shall not bar Lessor's right to
repossess any or all items of Equipment.
19. CREDIT AND FINANCIAL INFORMATION. Within 90 days of the close of
each of Lessee's fiscal years, Lessee shall deliver to Lessor a copy of
Lessee's annual report, if any, and an audited balance sheet and profit and
loss statement with respect to such year. If audited financial statements of
Lessee for such year are not prepared, Lessee may provide financial
statements certified by an officer of Lessee. At Lessor's request, Lessee
shall deliver to Lessor a balance sheet and profit and loss statement for any
of its fiscal quarters, certified by an officer of Lessee.
20. INSURANCE. As of the date that risk of loss for the Equipment
passes from the Supplier to the Lessee under the terms of the Agreement,
Lessee shall obtain and maintain through the end of the Lease Term of each
Lease (and any renewal or extension thereof), at its own expense, property
damage and personal liability insurance and insurance against loss or damage
to the Equipment, including, without limitation, loss by fire (with extended
coverage), theft and such other risks of loss as are customarily insured
against with respect to the types of Equipment leased hereunder and by the
types of businesses in which such Equipment will be used by Lessee. Such
insurance shall be in such amounts, with such deductibles, in such form and
with such insurers as shall be satisfactory to Lessor; provided, however,
that the amount of the insurance against loss or damage to the Equipment
shall not be less than the greater of the replacement value of the Equipment,
from time to time, or the original purchase price of the Equipment. Each
insurance policy shall name Lessee as an insured and Lessor as an additional
insured or loss payee, and shall contain a clause requiring the insurer to
give Lessor at least 30 days prior written notice of any alteration in the
terms of such policy or of the cancellation thereof. Lessee shall furnish to
Lessor a certificate of insurance or other evidence satisfactory to Lessor
that such insurance coverage is in effect; provided, however, that Lessor
shall be under no duty either to ascertain the existence of or to examine
such insurance policy or to advise Lessee in the event such insurance
coverage shall not comply with the requirements hereof. Lessee shall give
Lessor prompt notice of any damage to, or loss of, any of the Equipment, or
any part thereof, or any personal injury or property damage occasioned by the
use of any of the Equipment.
21. TAXES. Lessee hereby assumes liability for, and shall pay when due,
and, on a net after-tax basis, shall indemnify, protect and hold harmless
Lessor against all fees, taxes and governmental charges (including, without
limitation, interest and penalties) of any nature imposed on or in any way
relating to Lessor. Lessee, any item of Equipment or any Lease, except state
and local taxes on or measured by Lessor's net income (other than any such
tax which is in substitution for or relieves Lessee from the payment of taxes
it would otherwise be obligated to pay or reimburse to Lessor as herein
provided) and federal taxes on Lessor's net income. Lessee shall, at its
expense, file when due with the appropriate authorities any and all tax and
similar returns, and reports required to be filed with respect thereto, for
which it has indemnified Lessor hereunder or, if requested by Lessor, notify
Lessor of all such requirements and furnish Lessor with all information
required for Lessor to effect such filings. Any fees, taxes or other charges
paid by Lessor upon failure of Lessee to make such payments shall, at
Lessor's option, become immediately due from Lessee to Lessor and shall be
subject to the Overdue Charge from the date paid by Lessor until the date
reimbursed by Lessee.
22. SEVERABILITY. If any provision of any Lease is held to be invalid
by a court of competent jurisdiction, such invalidity shall not affect the
other provisions of such Lease or any provision of any other Lease.
23. NOTICES. All notices hereunder shall be in writing and shall be
deemed given when sent by certified mail, postage prepaid, return receipt
requested, addressed to the party to which it is being sent at its address
set forth herein or to such other address as such party may designate in
writing to the other party.
24. AMENDMENTS, WAIVERS AND EXTENSIONS. This MLA and each Schedule
constitute the entire agreement between Lessor and Lessee with respect to the
lease of the Equipment subject to such Schedule, and supersede all previous
communications, understandings, and agreements, whether oral or written,
between the parties with respect to such subject matter. No provision of any
Lease may be changed, waived, amended or terminated except by a written
agreement, specifying such change, waiver, amendment or termination, signed
by both Lessee and Lessor, except that Lessor may insert, on the appropriate
schedule, the serial number of Equipment, after delivery of such equipment,
and the Installation Date for the Equipment, after receiving a Certificate of
Installation with respect thereto. No waiver by Lessor of any Event of
Default shall be construed as a waiver of any future Event of Default or any
other Event of Default. At the expiration of the Lease Term with respect to a
Lease, upon notice given by Lessee at least ninety (90) days prior thereto,
(a) such Lease shall be renewed or the Equipment subject thereto shall be
purchased under the terms and conditions set forth herein for a term and rent
amount or purchase price, as the case may be, to be agreed upon, or (b) if no
such agreement is reached prior to the expiration of such Lease Term or such
notice specifies that Lessee intends to return the Equipment, then Lessee
shall return the Equipment to Lessor in the manner prescribed in Paragraph 16
of this MLA. In the absence of Lessor's timely receipt of the notice
contemplated by the preceding sentence, the Lease shall be automatically
extended, on a month-to-month basis, until terminated (upon notice by either
party given at least ninety (90) days prior to the end of the month on which
the termination is to be effective) or until renewed or the Equipment subject
thereto is purchased by agreement of the parties. Unless otherwise agreed,
Lessee shall continue to pay Rent for each month following such Lease Term
until the Equipment subject to such Lease is returned pursuant to Paragraph
16 of this MLA.
25. CONSTRUCTION. This MLA shall be governed by and construed in
accordance with the internal laws, but not the choice of laws provisions, of
the State of California. The titles of the sections of this MLA are for
convenience only and shall not define or limit any of the terms or provisions
hereof. Time is of the essence in each of the provisions hereof.
26. PARTIES. This MLA shall be binding upon, and inure to the benefit
of, the permitted assigns, representatives and successors of the Lessor and
Lessee. If there is more than one Lessee named in this MLA, the liability of
each shall be joint and several.
27. COUNTERPARTS. Each Lease may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
28. OVERDUE CHARGE. Overdue Charge shall mean an amount equal to 2% per
month of any payment under a Lease which is past due, including, without
limitation, any amounts not included in any payment of Rent hereunder, or the
highest charge permitted by law, whichever is lower.
The person executing this MLA on behalf of Lessee hereby certifies that he or
she has read, and is duly authorized to execute, this MLA.
Accepted by:
Website Management Company, Inc.
Ascend Credit Corporation LESSEE: dba FlashNet Communications
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BY: BY: /S/ M. XXXXX XXXXXX
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NAME: NAME: M. XXXXX XXXXXX
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PRINT PRINT
TITLE: TITLE: President
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DATE: DATE: June 7, 1996
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ADDENDUM
This Addendum is to Master Lease Agreement No. 9018, by and between Ascend
Credit Corporation ("Lessor") and Website Management Company, Inc. dba
Flashnet Communications ("Lessee").
In Section 17. EVENTS OF DEFAULT, item (e): the word "insolvency" is replaced
with the words "inability to pay debts when due".
Except as modified by this Addendum, the terms and conditions of the Master
Lease Agreement shall remain in full force and effect.
ACCEPTED BY:
LESSOR: LESSEE:
ASCEND CREDIT CORPORATION WEBSITE MANAGEMENT COMPANY, INC. DBA
FLASHNET COMMUNICATIONS
BY: /s/ Xxxx X. Xxxxx BY: /s/ M. Xxxxx Xxxxxx
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NAME: Xxxx X. Xxxxx NAME: M. Xxxxx Xxxxxx
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TITLE: Corporate Finance Mgr. TITLE: President
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DATE: 6/14/96 DATE: June 7, 1996
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ASCEND CREDIT CORPORATION
0000 XXXXXX XXX XXXXXXX
XXXXXXX, XX 00000
[LOGO]
TEL. (000) 000-0000
FAX (000)000-0000
March 27, 1997
Xx. Xxxxx Xxxxxx
Website Management Company, Inc, dba FlashNet Communications
0000 Xxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Re: Master Lease 9018, Schedule No. 1
By signing the acknowledgment below you agree the equipment is operating to
expectations and to the following revision of the above referenced Lease and
Schedule.
Due to equipment problems the Lease and Schedule referenced above have been
amended to reflect the following payment and term restructure. No payments
are due from Website Management Company, Inc, dba FlashNet Communications for
the period December 1, 1996 to March 31, 1997. Monthly rental payments in the
amount of $3,970.20 (net of tax) will resume effective April 1, 1997 and will
continue through September 30, 1998, An interim rent payment of $1,152.66
will be made for the period of October 1, 1998 through October 10, 1998. This
revision extends the original lease term from 24 months to 28 months.
Acknowledged and Accepted
Ascend Credit Corporation Website Management Company, Inc. dba
FlashNet Communications
BY: /S/ XXXX X. XXXXX BY: /S/ M. XXXXX XXXXXX
------------------------- ---------------------------------
NAME: XXXX X. XXXXX NAME: M. XXXXX XXXXXX
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TITLE: CORP. FINANCE MGR. TITLE: PRESIDENT
---------------------- ------------------------------
DATE: 3-28-97 DATE: 3/27/97
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LEASE SCHEDULE
No. 01
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This Schedule and its supplements incorporate by this reference the terms and
conditions of the Master Lease Agreement, Number 9018
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between Ascend Credit Corporation (Lessor) and
Website Management Company, Inc. dba FlashNet Communications (Lessee).
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1. SUPPLIER: Ascend Communications, Inc.
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2. LOCATION OF EQUIPMENT: FlashNet Communications, 0000 Xxxx Xxxxxxx Xxxxxx,
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Xxxx Xxxxx, XX 00000
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3. EQUIPMENT VALUE: $ 84,924.00 (exclusive of sales and/or use taxes).
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4. LEASE TERM: The Lease Term of the Equipment described in this Schedule
shall begin on the Rent Commencement Date referenced below in Paragraph 6
and its expiration date shall be 24 months after such Rent
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Commencement Date.
5. RENT: $ 3,970.20 per month (exclusive of sales and/or use taxes) due and
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payable at the Rent Commencement Date and on the same date of each
succeeding month of the Lease Term. The advance Rent payment shall be
$ 3,970.20. This amount is $ N/A for the first month,
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$ 3,970.20 for the last 1 month(s), of the Lease Term.
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6. RENT COMMENCEMENT DATE: July 10, 1996 .
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7. PURCHASE OPTION: Lessee shall have the option to purchase the Equipment
for Fair Market Value ("FMV"), not to exceed seven percent (7%) of the
Equipment value, on the expiration of this Lease or any renewal term,
provided Lessee is not in default of any of its obligations under this
Lease on such expiration date. This purchase option may only be
exercised by Lessee's written notice to Lessor not earlier than 180 days,
nor later than 90 days, prior to the end of the Lease Term or any
renewal term. The purchase price for such Equipment shall be payable
upon the expiration date of such term. FMV shall be equal to the value
of the Equipment installed and in use, with consideration given to the
age, condition, utility and replacement costs for the Equipment. In the
event that Lessor and Lessee are unable to agree upon the purchase price
for the Equipment, such purchase price will be determined by an
independent appraiser to be selected by Lessor. Lessee shall be
responsible for all applicable sales and/or use taxes on the Equipment.
Upon exercise of this purchase option and payment of the purchase price,
Lessor shall execute and deliver to Lessee such documents as Lessee may
reasonably request in order to vest in Lessee all right, title and
interest in the Equipment.
8. RENEWAL OPTION: Lessee shall have the option to renew this Lease, on the
expiration date of this Lease or any renewal term, for the fair market
rental for the continued use of the Equipment ("FMR") and on such other
terms as may be agreed upon by Lessor and Lessee prior to such
expiration date, provided Lessee is not in default of any of its
obligations under this lease on such expiration date. This renewal
option may only be exercised by Lessee's written notice to Lessor not
earlier than 180 days, nor later than 90 days, prior to the end of the
Lease Term or any renewal term. FMR shall be equal to the value of the
monthly rental of the Equipment installed and in use, with consideration
given to the age, condition, utility and replacement costs for the
Equipment, for the renewal term.
9. TAX BENEFITS: Lessee understands that Lessor intends to claim the "Tax
Benefits", consisting of the maximum Modified Accelerated Cost Recovery
System deductions for the minimum useful life applicable to each item of
Equipment, as provided by Sections 168(b) and (c) of the Internal
Revenue Code of 1986, and analogous benefits under state law, with
respect to the Equipment. Lessee represents and warrants that: (i)
Lessee has not been, is not now, and during the term of this Lease will
not become, and will not allow the Equipment to be used by or leased to,
a tax-exempt entity or government agency; and (ii) Lessee is not now,
and during the term of this Lease will not become, a public utility.
Without limitation by the preceding sentence, Lessee agrees not to take
any action, fail to take any action, or misstate any fact which may
result in any loss to Lessor of the Tax Benefits.
Lessee agrees to pay promptly to Lessor an amount which will fully
compensate Lessor, on an after-tax basis, for any loss of the Tax
Benefits, plus interest, penalties and additions to tax, any loss in
time value of the Tax Benefits, and any taxes imposed on any such
compensation payment, resulting from Lessee's acts, omissions or
misstatements, including, without limitation, with respect to the
representations and warranties in the preceding paragraph. A loss of Tax
Benefits occurs at the earliest of: (i) the happening of any event
causing the loss; (ii) payment by Lessor of any additional tax resulting
from the loss; or (iii) any adjustment to the tax return of Lessor.
Lessor's right to recovery of a loss of Tax Benefits shall survive the
expiration or termination of this Lease.
10. DESCRIPTION OF EQUIPMENT: See Schedule A which is attached hereto and
made a part hereof by this reference.
The person executing this Schedule on behalf of Lessee hereby certifies that
he or she has read, and is duly authorized to execute, this Schedule
Accepted by:
Ascend Credit Corporation LESSEE: Website Management Company, Inc. dba
FlashNet Communications
------------------------------------
BY: /s/ Xxxx X. Xxxxx BY: /s/ M. Xxxxx Xxxxxx
------------------------------ ----------------------------------------
NAME: Xxxx X. Xxxxx NAME: M. Xxxxx Xxxxxx
----------------------------- ---------------------------------------
Print Print
TITLE: Corporate Finance Mgr. TITLE: President
---------------------------- --------------------------------------
DATE: 6/14/96 DATE: June 7, 1996
----------------------------- ---------------------------------------
[LETTERHEAD] [LOGO]
March 27, 1997
Xx. Xxxxx Xxxxxx
Website Management Company, Inc. dba FlashNet Communications
0000 Xxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Re: Master Lease 9018, Schedule No. 2
By signing the acknowledgment below you agree the equipment is operating to
expectations and to the following revision of the above referenced Lease and
Schedule.
Due to equipment problems the Lease and Schedule referenced above have been
amended to reflect the following payment and term restructure. No payments
are due from Website Management Company, Inc. dba FlashNet Communications for
the period December 1, 1996 to March 31, 1997. Monthly rental payments in the
amount of $6,438.18 (net of tax) will resume effective April 1, 1997 and will
continue through September 30, 1998. An interim rent payment of $3,946.02
will be made for the period of October 1, 1998 through October 20, 1998. This
revision extends the original lease term from 24 months to 28 months.
Acknowledged and Accepted
Ascend Credit Corporation Website Management Company, Inc. dba
FlashNet Communications
By: /s/ Xxxx X. Xxxxx By: /s/ M. Xxxxx Xxxxxx
------------------------------ ------------------------------------
Name: Xxxx X. Xxxxx Name: M. Xxxxx Xxxxxx
----------------------------- -----------------------------------
Title: Corp. Finance Mgr. Title: President
---------------------------- ----------------------------------
Date: 3-28-97 Date: 3/27/97
----------------------------- -----------------------------------
LEASE SCHEDULE
No. 02
---------
This Schedule and its supplements incorporate by this reference the terms and
conditions of the Master Lease Agreement, Number 9018,
-----------------------------
between Ascend Credit Corporation (Lessor) and
Website Management Company, Inc. dba FlashNet Communications (Lessee).
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1. SUPPLIER: Ascend Communications, Inc.
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2. LOCATION OF EQUIPMENT: FlashNet Communications, 0000 Xxxx Xxxxxxx Xxxxxx,
---------------------------------------------------
Xxxx Xxxxx, XX 00000
--------------------------------------------------------------------------
3. EQUIPMENT VALUE: $ 137,715.00 (exclusive of sales and/or use taxes).
----------------
4. LEASE TERM: The Lease Term of the Equipment described in this Schedule
shall begin on the Rent Commencement Date referenced below in Paragraph 6
and its expiration date shall be 24 months after such Rent
-----
Commencement Date.
5. RENT: $ 6,438.18 per month (exclusive of sales and/or use taxes) due and
-------------
payable at the Rent Commencement Date and on the same date of each
succeeding month of the Lease Term. The advance Rent payment shall be
$ 6,438.18 . This amount is $ N/A for the first month,
---------------- --------------
$ 6,438.18 for the last 1 month(s), of the Lease Term.
-------------- -----
6. RENT COMMENCEMENT DATE: July 20, 1996
------------------
7. PURCHASE OPTION: Lessee shall have the option to purchase the Equipment
for Fair Market Value ("FMV"), not to exceed seven percent (7%) of the
Equipment value, on the expiration of this Lease or any renewal term,
provided Lessee is not in default of any of its obligations under this
Lease on such expiration date. This purchase option may only be
exercised by Lessee's written notice to Lessor not earlier than 180 days,
nor later than 90 days, prior to the end of the Lease Term or any
renewal term. The purchase price for such Equipment shall be payable
upon the expiration date of such term. FMV shall be equal to the value
of the Equipment installed and in use, with consideration given to the
age, condition, utility and replacement costs for the Equipment. In the
event that Lessor and Lessee are unable to agree upon the purchase price
for the Equipment, such purchase price will be determined by an
independent appraiser to be selected by Lessor. Lessee shall be
responsible for all applicable sales and/or use taxes on the Equipment.
Upon exercise of this purchase option and payment of the purchase price,
Lessor shall execute and deliver to Lessee such documents as Lessee may
reasonably request in order to vest in Lessee all right, title and
interest in the Equipment.
8. RENEWAL OPTION: Lessee shall have the option to renew this Lease, on the
expiration date of this Lease or any renewal term, for the fair market
rental for the continued use of the Equipment ("FMR") and on such other
terms as may be agreed upon by Lessor and Lessee prior to such
expiration date, provided Lessee is not in default of any of its
obligations under this lease on such expiration date. This renewal
option may only be exercised by Lessee's written notice to Lessor not
earlier than 180 days, nor later than 90 days, prior to the end of the
Lease Term or any renewal term. FMR shall be equal to the value of the
monthly rental of the Equipment installed and in use, with consideration
given to the age, condition, utility and replacement costs for the
Equipment, for the renewal term.
9. TAX BENEFITS: Lessee understands that Lessor intends to claim the "Tax
Benefits", consisting of the maximum Modified Accelerated Cost Recovery
System deductions for the minimum useful life applicable to each item of
Equipment, as provided by Sections 168(b) and (c) of the Internal
Revenue Code of 1986, and analogous benefits under state law, with
respect to the Equipment. Lessee represents and warrants that: (i)
Lessee has not been, is not now, and during the term of this Lease will
not become, and will not allow the Equipment to be used by or leased to,
a tax-exempt entity or government agency; and (ii) Lessee is not now,
and during the term of this Lease will not become, a public utility.
Without limitation by the preceding sentence, Lessee agrees not to take
any action, fail to take any action, or misstate any fact which may
result in any loss to Lessor of the Tax Benefits.
Lessee agrees to pay promptly to Lessor an amount which will fully
compensate Lessor, on an after-tax basis, for any loss of the Tax
Benefits, plus interest, penalties and additions to tax, any loss in
time value of the Tax Benefits, and any taxes imposed on any such
compensation payment, resulting from Lessee's acts, omissions or
misstatements, including, without limitation, with respect to the
representations and warranties in the preceding paragraph. A loss of Tax
Benefits occurs at the earliest of: (i) the happening of any event
causing the loss; (ii) payment by Lessor of any additional tax resulting
from the loss; or (iii) any adjustment to the tax return of Lessor.
Lessor's right to recovery of a loss of Tax Benefits shall survive the
expiration or termination of this Lease.
10. DESCRIPTION OF EQUIPMENT: See Schedule A which is attached hereto and
made a part hereof by this reference.
The person executing this Schedule on behalf of Lessee hereby certifies that
he or she has read, and is duly authorized to execute, this Schedule
Accepted by:
Ascend Credit Corporation LESSEE: Website Management Company, Inc. dba
FlashNet Communications
------------------------------------
BY: /s/ Xxxx X. Xxxxx BY: /s/ M. Xxxxx Xxxxxx
------------------------------ ----------------------------------------
NAME: Xxxx X. Xxxxx NAME: M. Xxxxx Xxxxxx
----------------------------- ---------------------------------------
Print Print
TITLE: Corporate Finance Mgr. TITLE: President
---------------------------- --------------------------------------
DATE: 6/14/96 DATE: June 7, 1996
----------------------------- ---------------------------------------
[LETTERHEAD] [LOGO]
March 27, 1997
Xx. Xxxxx Xxxxxx
Website Management Company, Inc. dba FlashNet Communications
0000 Xxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Re: Master Lease 9018, Schedule No. 3
By signing the acknowledgment below you agree the equipment is operating to
expectations and to the following revision of the above referenced Lease and
Schedule.
Due to equipment problems the Lease and Schedule referenced above have been
amended to reflect the following payment and term restructure. No payments
are due from Website Management Company, Inc. dba FlashNet Communications for
the period December 1, 1996 to March 31, 1997. Monthly rental payments in the
amount of $3,862.91 (net of tax) will resume effective April 1, 1997 and
will continue through October 31, 1998. An interim rent payment of $1,993.76
will be made for the period of November 1, 1998 through November 17, 1998.
This revision extends the original lease term from 24 months to 28 months.
Acknowledged and Accepted
Ascend Credit Corporation Website Management Company, Inc. dba
FlashNet Communications
By: /s/ Xxxx X. Xxxxx By: /s/ M. Xxxxx Xxxxxx
------------------------------ ------------------------------------
Name: Xxxx X. Xxxxx Name: M. Xxxxx Xxxxxx
----------------------------- -----------------------------------
Title: Corporate Finance Mgr. Title: President
---------------------------- ----------------------------------
Date: 3-28-97 Date: 3/27/97
----------------------------- -----------------------------------
-------------------------------------------------------------------------------
LEASE SCHEDULE NO. 03
----------
This Schedule and its supplements incorporate by this reference the terms and
conditions of the Master Lease Agreement, Number 9018 between Ascend Credit
Corporation (Lessor) and Website Management Company, Inc. dba FlashNet
Communications (Lessee).
1. SUPPLIER: Ascend Communications, Inc.
2. LOCATION OF EQUIPMENT: FlashNet Communications, 0000 Xxxx Xxxxxxx
Xxxxxx, Xxxx Xxxxx, XX 00000
3. EQUIPMENT VALUE: $82,629.00 (exclusive of sales and/or use taxes).
4. LEASE TERM: The Lease Term of the Equipment described in this Schedule
shall begin on the Rent Commencement Date referenced below in Paragraph
6 and its expiration date shall be 24 months after such Rent
Commencement Date.
5. RENT: $3,862.91 per month (exclusive of sales and/or use taxes) due and
payable at the Rent Commencement Date and on the same date of each
succeeding month of the Lease Term. The advance Rent payment shall be
$3,862.91. This amount is $ N/A for the first month, $3,862.91 for the
last 1 month(s), of the Lease Term.
6. RENT COMMENCEMENT DATE: August 17, 1996
7. PURCHASE OPTION: Lessee shall have the option to purchase the Equipment
for its fair market value for continued use ("FMV"), on the expiration
of this Lease or any renewal term, provided Lessee is not in default of
any of its obligations under this Lease on such expiration date. This
purchase option may only be exercised by Lessee's written notice to
Lessor not earlier than 180 days, nor later than 90 days, prior to the
end of the Lease Term or any renewal term. The purchase price for such
Equipment shall be payable upon the expiration date of such term. FMV
shall be equal to the value of the Equipment installed and in use, with
consideration given to the age, condition, utility and replacement costs
for the Equipment. In the event that Lessor and Lessee are unable to
agree upon the purchase price for the Equipment, such purchase price
will be determined by an independent appraiser to be selected by Lessor.
Lessee shall be responsible for all applicable sales and/or use taxes on
the Equipment. Upon exercise of this purchase option and payment of the
purchase price, Lessor shall execute and deliver to Lessee such
documents as Lessee may reasonably request in order to vest in Lessee
all right, title and interest in the Equipment.
8. RENEWAL OPTION: Lessee shall have the option to renew this Lease, on the
expiration date of this Lease or any renewal term, for the fair market
rental for the continued use of the Equipment ("FMR") and on such other
terms as may be agreed upon by Lessor and Lessee prior to such
expiration date, provided Lessee is not in default of any of its
obligations under this lease on such expiration date. This renewal
option may only be exercised by Lessee's written notice to Lessor not
earlier than 180 days, nor later than 90 days, prior to the end of the
Lease Term or any renewal term. FMR shall be equal to the value of the
monthly rental of the Equipment installed and in use, with consideration
given to the age, condition, utility and replacement costs for the
Equipment, for the renewal term.
9. TAX BENEFITS: Lessee understands that Lessor intends to claim the "Tax
Benefits", consisting of the maximum Modified Accelerated Cost Recovery
System deductions for the minimum useful life applicable to each item of
Equipment, as provided by Sections 168(b) and (c) of the Internal
Revenue Code of 1986, and analogous benefits under state law, with
respect to the Equipment. Lessee represents and warrants that: (i)
Lessee has not been, is not now, and during the term of this Lease will
not become, and will not allow the Equipment to be used by or leased to,
a tax-exempt entity or government agency; and (ii) Lessee is not now,
and during the term of this Lease will not become, a public utility.
Without limitation by the preceding sentence, Lessee agrees not to take
any action, fail to take any action, or misstate any fact which may
result in any loss to Lessor of the Tax Benefits.
Lessee agrees to pay promptly to Lessor an amount which will fully
compensate Lessor, on an after-tax basis, for any loss of the Tax
Benefits, plus interest, penalties and additions to tax, any loss in
time value of the Tax Benefits, and any taxes imposed on any such
compensation payment, resulting from Lessee's acts, omissions or
misstatements, including, without limitation, with respect to the
representations and warranties in the preceding paragraph. A loss of Tax
Benefits occurs at the earliest of: (i) the happening of any event
causing the loss: (ii) payment by Lessor of any additional tax resulting
from the loss; or (iii) any adjustment to the tax return of Lessor.
Lessor's right to recovery of a loss of Tax Benefits shall survive the
expiration or termination of this Lease.
10. DESCRIPTION OF EQUIPMENT: See Schedule A which is attached hereto and
made a part hereof by this reference.
The person executing this Schedule on behalf of Lessee hereby certifies that
he or she has read, and is duly authorized to execute, this Schedule.
Accepted by:
Website Management Company, Inc. dba
Ascend Credit Corporation LESSEE: FlashNet Communications
------------------------------------
BY: /s/ XXXX X. XXXXX BY: /s/ M. XXXXX XXXXXX
-------------------------- ----------------------------------------
NAME: XXXX X. XXXXX NAME: M. XXXXX XXXXXX
------------------------ --------------------------------------
PRINT PRINT
TITLE: CORPORATE FINANCE MGR. TITLE: PRESIDENT
------------------------ -------------------------------------
DATE: 7/24/96 DATE: June 16, 1996
------------------------ --------------------------------------
-------------------------------------------------------------------------------
ASCEND CREDIT CORPORATION
0000 XXXXXX XXX XXXXXXX
XXXXXXX, XX 00000
[LOGO]
TEL. (000) 000-0000
FAX (000) 000-0000
March 27, 1997
Xx. Xxxxx Xxxxxx
Website Management Company, Inc. dba FlashNet Communications
0000 Xxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Re: Master Lease 9018, Schedule No. 4
By signing the acknowledgment below you agree the equipment is operating to
expectations and to the following revision of the above referenced Lease and
Schedule.
Due to equipment problems the Lease and Schedule referenced above have been
amended to reflect the following payment and term restructure. No payments
are due from Website Management Company, Inc. dba FlashNet Communications for
the period September 19, 1996 to March 31, 1997. Monthly rental payments in
the amount of $9,013.45 (net of tax) will resume effective April 1, 1997 and
will continue through March 31, 1999. This revision extends the original
lease term from 24 months to 30 months.
Acknowledged and Accepted
Ascend Credit Corporation Website Management Company, Inc. dba
FlashNet Communications
BY: /s/ XXXX X. XXXXX BY: /s/ M. XXXXX XXXXXX
----------------------------- ----------------------------------------
NAME: XXXX X. XXXXX NAME: M. XXXXX XXXXXX
--------------------------- --------------------------------------
TITLE: CORPORATE FINANCE MANAGER TITLE: PRESIDENT
--------------------------- -------------------------------------
DATE: 3/28/97 DATE: 3/27/97
--------------------------- --------------------------------------
-------------------------------------------------------------------------------
LEASE SCHEDULE No. 04
---------
This Schedule and its supplements incorporate by this reference the terms and
conditions of the Master Lease Agreement Number 9018 between Ascend Credit
Corporation (Lessor) and Website Management Company, Inc. dba FlashNet
Communications (Lessee).
1. SUPPLIER: Ascend Communications
2. LOCATION OF EQUIPMENT 0000 Xxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, XX 00000
3. EQUIPMENT VALUE: $192,801.00 (exclusive of sales and/or use taxes).
4. LEASE TERM: The Lease Term of the Equipment described in this Schedule
shall begin on the Rent Commencement Date referenced below in Paragraph
6 and its expiration date shall be 24 months after such Rent
Commencement Date.
5. RENT: $9,013.45 per month (exclusive of sales and/or use taxes) due and
payable at the Rent Commencement Date and on the same date of each
succeeding month of the Lease Term. The advance Rent payment shall be
$9,013.45. This amount is $ N/A for the first month, $9,013.45 for the last
1 month(s), of the Lease Term.
6. RENT COMMENCEMENT DATE: 9/19/96
7. PURCHASE OPTION: Lessee shall have the option to purchase the Equipment
for its Fair Market Value ("FMV"), not to exceed seven percent (7%) of the
Equipment value, on the expiration of this Lease or any renewal term,
provided Lessee is not in default of any of its obligations under this
Lease on such expiration date. This purchase option may only be
exercised by Lessees written notice to Lessor not earlier than 180 days,
nor later than 90 days, prior to the end of the Lease Term or any
renewal term. The purchase price for such Equipment shall be payable
upon the expiration date of such term. FMV shall be equal to the value
of the Equipment installed and in use, with consideration given to the
age, condition, utility and replacement costs for the Equipment. In the
event that Lessor and Lessee are unable to agree upon the purchase price
for the Equipment, such purchase price will be determined by an
independent appraiser to be selected by Lessor. Lessee shall be
responsible for all applicable sales and/or use taxes on the Equipment.
Upon exercise of this purchase option and payment of the purchase price,
Lessor shall execute and deliver to Lessee such documents as Lessee may
reasonably request in order to vest in Lessee all right, title and
interest in the Equipment.
8. RENEWAL OPTION: Lessee shall have the option to renew this Lease, on the
expiration date of this Lease or any renewal term, for the fair market
rental for the continued use of the Equipment ("FMR") and on such other
terms as may be agreed upon by Lessor and Lessee prior to such
expiration date, provided Lessee is not in default of any of its
obligations under this lease on such expiration date. This renewal
option may only be exercised by Lessee's written notice to Lessor not
earlier than 180 days, nor later than 90 days, prior to the end of the
Lease Term or any renewal term. FMR shall be equal to the value of the
monthly rental of the Equipment installed and in use, with consideration
given to the age, condition, utility and replacement costs for the
Equipment, for the renewal term.
9. TAX BENEFITS: Lessee understands that Lessor intends to claim the "Tax
Benefits", consisting of the maximum Modified Accelerated Cost Recovery
System deductions for the minimum useful life applicable to each item of
Equipment, as provided by Sections 168(b) and (c) of the Internal
Revenue Code of 1986, and analogous benefits under state law, with
respect to the Equipment. Lessee represents and warrants that: (i)
Lessee has not been, is not now, and during the term of this Lease will
not become, and will not allow the Equipment to be used by or leased to,
a tax-exempt entity or government agency; and (ii) Lessee is not now,
and during the term of this Lease will not become, a public utility.
Without limitation by the preceding sentence, Lessee agrees not to take
any action, fail to take any action, or misstate any fact which may
result in any loss to Lessor of the Tax Benefits.
Lessee agrees to pay promptly to Lessor an amount which will fully
compensate Lessor, on an after-tax basis, for any loss of the Tax
Benefits, plus interest, penalties and additions to tax, any loss in
time value of the Tax Benefits, and any taxes imposed on any such
compensation payment, resulting from Lessee's acts, omissions or
misstatements, including, without limitation, with respect to the
representations and warranties in the preceding paragraph. A loss of Tax
Benefits occurs at the earliest of: (i) the happening of any event
causing the loss: (ii) payment by Lessor of any additional tax resulting
from the loss; or (iii) any adjustment to the tax return of Lessor.
Lessor's right to recovery of a loss of Tax Benefits shall survive the
expiration or termination of this Lease.
10. DESCRIPTION OF EQUIPMENT: See Schedule A which is attached hereto and
made a part hereof by this reference.
The person executing this Schedule on behalf of Lessee hereby certifies that he
or she has read, and is duly authorized to execute, this Schedule
Accepted by:
Website Management Company, Inc. dba
Ascend Credit Corporation LESSEE: FlashNet Communications
BY: /s/ XXXX X. XXXXX BY: /s/ XXXXXXX X. XXXXXXXXX XX.
-------------------------- ----------------------------------------
NAME: XXXX X. XXXXX NAME: XXXXXXX X. XXXXXXXXX XX.
------------------------ --------------------------------------
PRINT PRINT
TITLE: CORPORATE FINANCE MGR. TITLE: CHIEF FINANCIAL OFFICER
------------------------ -------------------------------------
DATE: 8/24/96 DATE: August 19, 1996
------------------------ --------------------------------------
-------------------------------------------------------------------------------
ASCEND CREDIT CORPORATION
0000 XXXXXX XXX XXXXXXX
XXXXXXX, XX 00000
[LOGO]
TEL. (000) 000-0000
FAX (000) 000-0000
March 27, 1997
Xx. Xxxxx Xxxxxx
Website Management Company, Inc. dba FlashNet Communications
0000 Xxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Re: Master Lease 9018, Schedule No. 5
By signing the acknowledgment below you agree the equipment is operating to
expectations and to the following revision of the above referenced Lease and
Schedule.
Due to equipment problems the Lease and Schedule referenced above have been
amended to reflect the following payment and term restructure. No payments
are due from Website Management Company, Inc. dba FlashNet Communications for
the period December 5, 1996 to March 31, 1997. Monthly rental payments in the
amount of $5,836.44 (net of tax) will resume effective April 1, 1997 and
will continue through March 31, 2000. This revision extends the original
lease term from 37 months to 41 months.
Acknowledged and Accepted
Ascend Credit Corporation Website Management Company, Inc. dba
FlashNet Communications
BY: /s/ XXXX X. XXXXX BY: /s/ M. XXXXX XXXXXX
-------------------------- ----------------------------------------
NAME: XXXX X. XXXXX NAME: M. XXXXX XXXXXX
------------------------ --------------------------------------
TITLE: CORP. FINANCE MGR. TITLE: PRESIDENT
------------------------ -------------------------------------
DATE: 3/28/97 DATE: 3/27/97
------------------------ --------------------------------------
-------------------------------------------------------------------------------
LEASE SCHEDULE No. 05
---------
This Schedule and its supplements incorporate by this reference the terms and
conditions of the Master Lease Agreement, Number 9018, between Ascend Credit
Corporation (Lessor) and Website Management Company, Inc. dba FlashNet
Communications (Lessee).
1. SUPPLIER: Ascend Communication, Inc.
2. LOCATION OF EQUIPMENT: FlashNet Communications, 0000 X. Xxxxxx Xxxx
Xxxx., Xxxx Xxxxx, XX 00000
3. EQUIPMENT VALUE: $195,264.00 (exclusive of sales and/or use taxes).
4. LEASE TERM: The Lease Term of the Equipment described in this Schedule
shall begin on the Rent Commencement Date referenced below in Paragraph
6 and its expiration date shall be 37 months after such Rent
Commencement Date.
5. XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXX. SEE ADDENDUM
6. RENT COMMENCEMENT DATE: 11/5/96.
7. PURCHASE OPTION: Lessee shall have the option to purchase the Equipment
for Fair Market Value ("FMV"), not to exceed five percent (5%) of the
Equipment value, on the expiration of this Lease or any renewal term,
provided Lessee is not in default of any of its obligations under this
Lease on such expiration date. This purchase option may only be
exercised by Lessee's written notice to Lessor not earlier than 180 days,
nor later than 90 days, prior to the end of the Lease Term or any
renewal term. The purchase price for such Equipment shall be payable
upon the expiration date of such term. FMV shall be equal to the value
of the Equipment installed and in use, with consideration given to the
age, condition, utility and replacement costs for the Equipment. In the
event that Lessor and Lessee are unable to agree upon the purchase price
for the Equipment, such purchase price will be determined by an
independent appraiser to be selected by Lessor. Lessee shall be
responsible for all applicable sales and/or use taxes on the Equipment.
Upon exercise of this purchase option and payment of the purchase price,
Lessor shall execute and deliver to Lessee such documents as Lessee may
reasonably request in order to vest in Lessee all right, title and
interest in the Equipment.
8. RENEWAL OPTION: Lessee shall have the option to renew this Lease, on the
expiration date of this Lease or any renewal term, for the fair market
rental for the continued use of the Equipment ("FMR") and on such other
terms as may be agreed upon by Lessor and Lessee prior to such
expiration date, provided Lessee is not in default of any of its
obligations under this lease on such expiration date. This renewal
option may only be exercised by Lessee's written notice to Lessor not
earlier than 180 days, nor later than 90 days, prior to the end of the
Lease Term or any renewal term. FMR shall be equal to the value of the
monthly rental of the Equipment installed and in use, with consideration
given to the age, condition, utility and replacement costs for the
Equipment, for the renewal term.
9. TAX BENEFITS: Lessee understands that Lessor intends to claim the "Tax
Benefits", consisting of the maximum Modified Accelerated Cost Recovery
System deductions for the minimum useful life applicable to each item of
Equipment, as provided by Sections 168(b) and (c) of the Internal
Revenue Code of 1986, and analogous benefits under state law, with
respect to the Equipment. Lessee represents and warrants that: (i)
Lessee has not been, is not now, and during the term of this Lease will
not become, and will not allow the Equipment to be used by or leased to,
a tax-exempt entity or government agency; and (ii) Lessee is not now,
and during the term of this Lease will not become, a public utility.
Without limitation by the preceding sentence, Lessee agrees not to take
any action, fail to take any action, or misstate any fact which may
result in any loss to Lessor of the Tax Benefits.
Lessee agrees to pay promptly to Lessor an amount which will fully
compensate Lessor, on an after-tax basis, for any loss of the Tax
Benefits, plus interest, penalties and additions to tax, any loss in
time value of the Tax Benefits, and any taxes imposed on any such
compensation payment, resulting from Lessee's acts, omissions or
misstatements, including, without limitation, with respect to the
representations and warranties in the preceding paragraph. A loss of Tax
Benefits occurs at the earliest of: (i) the happening of any event
causing the loss; (ii) payment by Lessor of any additional tax resulting
from the loss; or (iii) any adjustment to the tax return of Lessor.
Lessor's right to recovery of a loss of Tax Benefits shall survive the
expiration or termination of this Lease.
10. DESCRIPTION OF EQUIPMENT: See Schedule A which is attached hereto and
made a part hereof by this reference.
The person executing this Schedule on behalf of Lessee hereby certifies that
he or she has read, and is duly authorized to execute, this Schedule
Accepted by:
Ascend Credit Corporation LESSEE: Website Management Company, Inc. dba
FlashNet Communications
BY: /s/ XXXX X. XXXXX BY: /s/ XXXXXXX X. XXXXXXXXX, XX
-------------------------- ----------------------------------------
NAME: XXXX X. XXXXX NAME: XXXXXXX X. XXXXXXXXX, XX
------------------------ --------------------------------------
PRINT PRINT
TITLE: CORP. FINANCE MGR. TITLE: CFO
------------------------ -------------------------------------
DATE: 10/11/96 DATE: 9/30/96
------------------------ --------------------------------------
-------------------------------------------------------------------------------
ADDENDUM
This Addendum is to Schedule No. 5 (the "Schedule") to Master Lease
Agreement No. 9018, by and between Ascend Credit Corporation ("Lessor") and
Website Management Company, Inc. dba FlashNet Communications ("Lessee").
Paragraph 5 - Paragraph 5 is deleted and replaced by the following:
"Rent 19,526.40 for the first month (exclusive of sales and/or use taxes),
$5,836.44 for the next thirty-six months (exclusive of sales and/or use
taxes). The advance rental payment shall be $19,526.40. This amount
included $19,526.40 for the first month.
Except as modified by this Addendum, the terms and conditions of the Schedule
shall remain in full force and effect.
Accepted by:
Ascend Credit Corporation Lessee: Website Management Company, Inc. dba
FlashNet Communications
By: /s/ XXXX X. XXXXX By: /s/ XXXXXXX X. XXXXXXXXX XX.
----------------------------- ----------------------------------------
Name: XXXX X. XXXXX Name: XXXXXXX X. XXXXXXXXX XX.
--------------------------- --------------------------------------
Title: CORPORATE FINANCE MANAGER Title: CFO
--------------------------- -------------------------------------
Date: 10/11/96 Date: 9/30/96
--------------------------- --------------------------------------
-------------------------------------------------------------------------------
LEASE SCHEDULE No. 06
----------
This Schedule and its supplements incorporate by this reference the terms and
conditions of the Master Lease Agreement, Number 9018, between Ascend Credit
Corporation (Lessor) and Website Management Company, Inc. dba FlashNet
Communications (Lessee).
1. SUPPLIER: Ascend Communication, Inc.
2. LOCATION OF EQUIPMENT: See Attachment A
3. EQUIPMENT VALUE: $2,034,000.00 (exclusive of sales and/or use taxes).
4. LEASE TERM: The Lease Term of the Equipment described in this Schedule
shall begin on the Rent Commencement Date referenced below in Paragraph
6 and its expiration date shall be 36 months after such Rent
Commencement Date.
5. RENT: $60,125.04 per month (exclusive of sales and/or use taxes) due and
payable at the Rent Commencement Date and on the same date of each
succeeding month of the Lease Term. The advance Rent payment shall be
$60,125.04. This amount is $ N/A for the first month and $60,125.04 for the
last 1 month(s), of the Lease Term.
6. RENT COMMENCEMENT DATE: April 29, 1997.
7. PURCHASE OPTION: Lessee shall have the option to purchase the Equipment
for its fair market value for continued use ("FMV"), on the expiration of
this Lease or any renewal term, provided Lessee is not in default of any
of its obligations under this Lease on such expiration date. This
purchase option may only be exercised by Lessee's written notice to Lessor
not earlier than 180 days, nor later than 90 days, prior to the end of
the Lease Term or any renewal term. The purchase price for such Equipment
shall be payable upon the expiration date of such term. FMV shall be
equal to the value of the Equipment installed and in use, with
consideration given to the age, condition, utility and replacement costs
for the Equipment. In the event that Lessor and Lessee are unable to
agree upon the purchase price for the Equipment, such purchase price will
be determined by an independent appraiser to be selected by Lessor.
Lessee shall be responsible for all applicable sales and/or use taxes on
the Equipment. Upon exercise of this purchase option and payment of the
purchase price, Lessor shall execute and deliver to Lessee such documents
as Lessee may reasonably request in order to vest in Lessee all right,
title and interest in the Equipment.
8. RENEWAL OPTION: Lessee shall have the option to renew this Lease, on the
expiration date of this Lease or any renewal term, for the fair market
rental for the continued use of the Equipment ("FMR") and on such other
terms as may be agreed upon by Lessor and Lessee prior to such
expiration date, provided Lessee is not in default of any of its
obligations under this lease on such expiration date. This renewal
option may only be exercised by Lessee's written notice to Lessor not
earlier than 180 days, nor later than 90 days, prior to the end of the
Lease Term or any renewal term. FMR shall be equal to the value of the
monthly rental of the Equipment installed and in use, with consideration
given to the age, condition, utility and replacement costs for the
Equipment, for the renewal term.
9. TAX BENEFITS: Lessee understands that Lessor intends to claim the "Tax
Benefits", consisting of the maximum Modified Accelerated Cost Recovery
System deductions for the minimum useful life applicable to each item of
Equipment, as provided by Sections 168(b) and (c) of the Internal
Revenue Code of 1986, and analogous benefits under state law, with
respect to the Equipment. Lessee represents and warrants that: (i)
Lessee has not been, is not now, and during the term of this Lease will
not become, and will not allow the Equipment to be used by or leased to,
a tax-exempt entity or government agency; and (ii) Lessee is not now,
and during the term of this Lease will not become, a public utility.
Without limitation by the preceding sentence, Lessee agrees not to take
any action, fail to take any action, or misstate any fact which may
result in any loss to Lessor of the Tax Benefits.
Lessee agrees to pay promptly to Lessor an amount which will fully
compensate Lessor, on an after-tax basis, for any loss of the Tax
Benefits, plus interest, penalties and additions to tax, any loss in
time value of the Tax Benefits, and any taxes imposed on any such
compensation payment, resulting from Lessee's acts, omissions or
misstatements, including, without limitation, with respect to the
representations and warranties in the preceding paragraph. A loss of Tax
Benefits occurs at the earliest of: (i) the happening of any event
causing the loss; (ii) payment by Lessor of any additional tax resulting
from the loss; or (iii) any adjustment to the tax return of Lessor.
Lessor's right to recovery of a loss of Tax Benefits shall survive the
expiration or termination of this Lease.
10. DESCRIPTION OF EQUIPMENT: See Schedule A which is attached hereto and
made a part hereof by this reference.
The person executing this Schedule on behalf of Lessee hereby certifies that
he or she has read, and is duly authorized to execute, this Schedule
Accepted by:
Ascend Credit Corporation LESSEE: Website Management Company, Inc. dba
FlashNet Communications
BY: /s/ XXXX X. XXXXX BY: /s/ XXXXXXX X. XXXXXXXXX XX.
-------------------------- ----------------------------------------
NAME: XXXX X. XXXXX NAME: XXXXXXX X. XXXXXXXXX XX.
------------------------ --------------------------------------
Print Print
TITLE: CORP. FINANCE MGR. TITLE: CFO
------------------------ -------------------------------------
DATE: 4/29/97 DATE: 4/28/97
------------------------ --------------------------------------
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LEASE SCHEDULE No. 07
---------
This Schedule and its supplements incorporate by this reference the terms and
conditions of the Master Lease Agreement, Number 9018, between Ascend Credit
Corporation (Lessor) and Website Management Company, Inc. dba FlashNet
Communications (Lessee).
1. SUPPLIER: Ascend Communications, Inc.
2. LOCATION OF EQUIPMENT: See Attachment A
3. EQUIPMENT VALUE: $ (Confidential treatment has been requested)
(exclusive of sales and/or use taxes).
4. LEASE TERM: The Lease Term of the Equipment described in this Schedule
shall begin on the Rent Commencement Date referenced below in Paragraph
6 and its expiration date shall be 36 months after such Rent
Commencement Date.
5. RENT: $ (Confidential treatment has been requested) per month
(exclusive of sales and/or use taxes) due and payable at the Rent
Commencement Date and on the same date of each succeeding month of
the Lease Term. The advance Rent payment shall be $ (Confidential
treatment has been requested). This amount is $ N/A for the first
month and $ (Confidential treatment has been requested) for the last
1 month(s), of the Lease Term.
6. RENT COMMENCEMENT DATE: July 25, 1997
7. PURCHASE OPTION: Lessee shall have the option to purchase the Equipment
for its fair market value for continued use ("FMV"), on the expiration of
this Lease or any renewal term, provided Lessee is not in default of any
of its obligations under this Lease on such expiration date. This
purchase option may only be exercised by Lessee's written notice to
Lessor not earlier than 180 days, nor later than 90 days, prior to the
end of the Lease Term or any renewal term. The purchase price for such
Equipment shall be payable upon the expiration date of such term. FMV
shall be equal to the value of the Equipment installed and in use, with
consideration given to the age, condition, utility and replacement costs
for the Equipment. In the event that Lessor and Lessee are unable to
agree upon the purchase price for the Equipment, such purchase price will
be determined by an independent appraiser to be selected by Lessor.
Lessee shall be responsible for all applicable sales and/or use taxes on
the Equipment. Upon exercise of this purchase option and payment of the
purchase price, Lessor shall execute and deliver to Lessee such documents
as Lessee may reasonably request in order to vest in Lessee all right,
title and interest in the Equipment.
8. RENEWAL OPTION: Lessee shall have the option to renew this Lease, on the
expiration date of this Lease or any renewal term, for the fair market
rental for the continued use of the Equipment ("FMR") and on such other
terms as may be agreed upon by Lessor and Lessee prior to such
expiration date, provided Lessee is not in default of any of its
obligations under this lease on such expiration date. This renewal
option may only be exercised by Lessee's written notice to Lessor not
earlier than 180 days, nor later than 90 days, prior to the end of the
Lease Term or any renewal term. FMR shall be equal to the value of the
monthly rental of the Equipment installed and in use, with consideration
given to the age, condition, utility and replacement costs for the
Equipment, for the renewal term.
9. TAX BENEFITS: Lessee understands that Lessor intends to claim the "Tax
Benefits", consisting of the maximum Modified Accelerated Cost Recovery
System deductions for the minimum useful life applicable to each item of
Equipment, as provided by Sections 168(b) and (c) of the Internal
Revenue Code of 1986, and analogous benefits under state law, with
respect to the Equipment. Lessee represents and warrants that: (i)
Lessee has not been, is not now, and during the term of this Lease will
not become, and will not allow the Equipment to be used by or leased to,
a tax-exempt entity or government agency; and (ii) Lessee is not now,
and during the term of this Lease will not become, a public utility.
Without limitation by the preceding sentence, Lessee agrees not to take
any action, fail to take any action, or misstate any fact which may
result in any loss to Lessor of the Tax Benefits.
Lessee agrees to pay promptly to Lessor an amount which will fully
compensate Lessor, on an after-tax basis, for any loss of the Tax
Benefits, plus interest, penalties and additions to tax, any loss in
time value of the Tax Benefits, and any taxes imposed on any such
compensation payment, resulting from Lessee's acts, omissions or
misstatements, including, without limitation, with respect to the
representations and warranties in the preceding paragraph. A loss of Tax
Benefits occurs at the earliest of: (i) the happening of any event
causing the loss; (ii) payment by Lessor of any additional tax resulting
from the loss; or (iii) any adjustment to the tax return of Lessor.
Lessor's right to recovery of a loss of Tax Benefits shall survive the
expiration or termination of this Lease.
10. DESCRIPTION OF EQUIPMENT: See Schedule A which is attached hereto and
made a part hereof by this reference.
The person executing this Schedule on behalf of Lessee hereby certifies that he
or she has read, and is duly authorized to execute, this Schedule
Accepted by:
Ascend Credit Corporation LESSEE: Website Management Company, Inc. dba
FlashNet Communications
BY: /s/ XXXX X. XXXXX BY: /s/ XXXXXXX X. XXXXXXXXX XX.
----------------------------- ----------------------------------------
NAME: XXXX X. XXXXX NAME: XXXXXXX X. XXXXXXXXX XX.
--------------------------- --------------------------------------
Print Print
TITLE: CORPORATE FINANCE MANAGER TITLE: CFO
--------------------------- -------------------------------------
DATE: July 30, 1997 DATE: 7/28/97
------------------------ --------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
LEASE SCHEDULE No. 08
---------
This Schedule and its supplements incorporate by this reference the terms and
conditions of the Master Lease Agreement, Number 9018, between Ascend Credit
Corporation (Lessor) and Website Management Company, Inc. dba FlashNet
Communications (Lessee).
1. SUPPLIER: Ascend Communications, Inc.
2. LOCATION OF EQUIPMENT: 0000 X. Xxxxxx Xxxx Xxxx., Xxxx Xxxxx, XX 00000
3. EQUIPMENT VALUE: (Confidential Treatment has been requested). (exclusive
of sales and/or use taxes).
4. LEASE TERM: The Lease Term of the Equipment described in this Schedule
shall begin on the Rent Commencement Date referenced below in Paragraph
6 and its expiration date shall be 36 months after such Rent
Commencement Date.
5. RENT: (Confidential Treatment has been requested). per month (exclusive
of sales and/or use taxes) due and payable at the Rent Commencement Date
and on the same date of each succeeding month of the Lease Term.
The advance Rent payment shall be $(Confidential Treatment has been
requested). This amount is $(Confidential Treatment has been requested).
for the first month and $(Confidential Treatment has been requested).
for the last N/A month(s), of the Lease Term.
6. RENT COMMENCEMENT DATE: .
7. PURCHASE OPTION: Lessee shall have the option to purchase the Equipment
for its fair market value for continued use ("FMV"), on the expiration of
this Lease or any renewal term, provided Lessee is not in default of any
of its obligations under this Lease on such expiration date. This
purchase option may only be exercised by Lessee's written notice to
Lessor not earlier than 180 days, nor later than 90 days, prior to the
end of the Lease Term or any renewal term. The purchase price for such
Equipment shall be payable upon the expiration date of such term. FMV
shall be equal to the value of the Equipment installed and in use, with
consideration given to the age, condition, utility and replacement costs
for the Equipment. In the event that Lessor and Lessee are unable to
agree upon the purchase price for the Equipment, such purchase price will
be determined by an independent appraiser to be selected by Lessor.
Lessee shall be responsible for all applicable sales and/or use taxes on
the Equipment. Upon exercise of this purchase option and payment of the
purchase price, Lessor shall execute and deliver to Lessee such documents
as Lessee may reasonably request in order to vest in Lessee all right,
title and interest in the Equipment.
8. RENEWAL OPTION: Lessee shall have the option to renew this Lease, on the
expiration date of this Lease or any renewal term, for the fair market
rental for the continued use of the Equipment ("FMR") and on such other
terms as may be agreed upon by Lessor and Lessee prior to such
expiration date, provided Lessee is not in default of any of its
obligations under this lease on such expiration date. This renewal
option may only be exercised by Lessee's written notice to Lessor not
earlier than 180 days, nor later than 90 days, prior to the end of the
Lease Term or any renewal term. FMR shall be equal to the value of the
monthly rental of the Equipment installed and in use, with consideration
given to the age, condition, utility and replacement costs for the
Equipment, for the renewal term.
9. TAX BENEFITS: Lessee understands that Lessor intends to claim the "Tax
Benefits", consisting of the maximum Modified Accelerated Cost Recovery
System deductions for the minimum useful life applicable to each item of
Equipment, as provided by Sections 168(b) and (c) of the Internal
Revenue Code of 1986, and analogous benefits under state law, with
respect to the Equipment. Lessee represents and warrants that: (i)
Lessee has not been, is not now, and during the term of this Lease will
not become, and will not allow the Equipment to be used by or leased to,
a tax-exempt entity or government agency; and (ii) Lessee is not now,
and during the term of this Lease will not become, a public utility.
Without limitation by the preceding sentence, Lessee agrees not to take
any action, fail to take any action, or misstate any fact which may
result in any loss to Lessor of the Tax Benefits.
Lessee agrees to pay promptly to Lessor an amount which will fully
compensate Lessor, on an after-tax basis, for any loss of the Tax
Benefits, plus interest, penalties and additions to tax, any loss in
time value of the Tax Benefits, and any taxes imposed on any such
compensation payment, resulting from Lessee's acts, omissions or
misstatements, including, without limitation, with respect to the
representations and warranties in the preceding paragraph. A loss of Tax
Benefits occurs at the earliest of: (i) the happening of any event
causing the loss; (ii) payment by Lessor of any additional tax resulting
from the loss; or (iii) any adjustment to the tax return of Lessor.
Lessor's right to recovery of a loss of Tax Benefits shall survive the
expiration or termination of this Lease.
10. DESCRIPTION OF EQUIPMENT: See Schedule A which is attached hereto and
made a part hereof by this reference.
The person executing this Schedule on behalf of Lessee hereby certifies that he
or she has read, and is duly authorized to execute, this Schedule
Accepted by:
Ascend Credit Corporation LESSEE: Website Management Company, Inc. dba
FlashNet Communications
BY: BY: /s/ M. XXXXX XXXXXX
-------------------------- ----------------------------------------
NAME: NAME: M. XXXXX XXXXXX
------------------------ --------------------------------------
Print Print
TITLE: TITLE: PRESIDENT
------------------------ -------------------------------------
DATE: DATE: 7/31/98
------------------------ --------------------------------------
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