Exhibit 10.11
Lease Agreement (Nationwide Funding, L.L.C.)
<PAGE>
EQUIPMENT LEASE AGREEMENT -----------------------------
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LESSOR: NATIONWIDE FUNDING, LLC AGREEMENT #
300 W. Adams Ste. 510 22000
Chicago, IL 60606
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EQUIPMENT
DESCRIPTON QUANTITY MODEL # SERIAL #
See Schedule 'A'
EQUIPMENT LOCATION IF OTHER THAN BILLING ADDRESS OF LESSEE
See Schedule 'A'
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TERMS AND CONDITIONS
The words YOU and YOUR mean the Lessee. The words WE, US and
OUR refer to the Lessor indicated on reverse.
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TERM & RENT 1. RENTAL ("AGREEMENT"). We agree to rent to you and you
INITIAL TERM agree to rent from us the equipment listed above
60 MONTHS ("Equipment"). You promise to pay us the rental payment
according to the payment schedule shown above. The parties
MONTHLY RENTAL intend this Agreement to MONTHLY RENTAL be a finance lease
PAYMENT $4,659.24 under Article 2A of the Uniform PAYMENT $4,659.24 Commercial
(PLUS APPLICABLE Code.
TAX)
2. TERM AND RENT: The initial term shall commence on the day
ADVANCE that any of the Equipment is delivered to you (The
1ST & LAST PAYMENT Commencement Date). The installments of rent shall be
$9,318.48 payable in advance at the time and in the amounts provided
(CHECK MUST above, commencing on the Commencement Date and subsequent
ACCOMPANY LEASE) payments shall be due on the same date of each successive
------------------ period thereafter until all rent and any additional rent or
expenses chargeable under this Agreement shall have been
paid in full. Lessee obligation to pay the rent and other
obligations hereunder shall be absolute and unconditional
and are not subject to any abatement, set-off, defense or
counter-claim for any reason whatsoever.
3. NO WARRANTIES: We are renting the Equipment to you "AS
IS". WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE IN CONNECTION WITH THIS AGREEMENT. We transfer to
you for the term of this Agreement any warranties made by
manufacturer or supplier to us. NEITHER SUPPLIER NOR ANY
AGENT OF SUPPLIER IS AN AGENT OF LESSOR OR IS AUTHORIZED TO
WAIVE OR MODIFY ANY TERM OR CONDITON OF THIS AGREEMENT.
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LESSEE AVALON-BORDER COMPANIES, INC. & AVALON
MEDIA GROUP, INC., JOINTLY & SEVERALY PHONE NO: 423-485-5554
BILLING ADDRESS 5959 Shallowford Road, Suite 4093
Chattanooga, TN 37421
THIS AGREEMENT IS NOT CANCELABLE
BY: /s/ JAMES BOHANNON X /s/ JAMES BOHANNON 10/18/99
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AUTHORIZED SIGNATURE: JAMES BOHANNON, JAMES BOHANNON, DATE
CHAIRMAN FOR CHAIRMAN FOR
AVALON BORDEN AVALON MEDIA GROUP, INC.
COMPANIES, INC.
PRINT NAME: JAMES BOHANNON
/s/ JAMES BOHANNON
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THE TERMS AND CONDITIONS PRINTED WITHIN ARE MADE A PART HEREOF
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GUARANTY
To induce Lessor to enter into the within Agreement, the undersigned (jointly
and severally, if more than one) unconditionally guarantees to Lessor the prompt
payment when due of all Lessee's obligations to Lessor under the Agreement
including without limitation, every rental installment, the accelerated balance
of rents, administrative charges, collection charges, and interest. Lessor shall
not be required to proceed against Lessee or Equipment or to enforce any of its
other remedies before proceeding against the undersigned. The undersigned agrees
to pay all reasonable attorney's fees, court costs and other expenses incurred
by Lessor by reason of any default by Lessee. The undersigned waives notice of
acceptance hereof and all the other notices or demands of any kind to which the
undersigned may be entitled except demand for payment. The undersigned consents
to any extensions of time or modification or amount of payment granted to Lessee
and the release and/or compromise of any obligations of Lessee or any other
obligors and/or guarantors without in any way releasing the undersigned's
obligations hereunder. This is a continuing Guaranty and shall not be discharged
or affected by your administrators, representatives, successors and assigns.
Guarantor waives any right of subrogation, indemnity, reimbursement and
contribution by Lessee. This Guaranty shall continue to be effective or
reinstated, as applicable if at any time payment of any part of the obligations
under the Agreement is rescinded or otherwise required to be returned by Lessor
upon the insolvency, bankruptcy, or reorganization of Lessee or upon the
appointment of a receiver, trustee or similar officer for Lessee or its assets,
all as though such payment to Lessor had not been made, regardless of whether
Lessee contested the order requiring the return of such payment. This Guaranty
may be enforced by or for the benefit of any assignee or successor of Lessor.
Nothing shall discharge or satisfy the undersigned's liability except the full
performance and payment of all the Lessee's obligation to Lessor with interest.
THE UNDERSIGNED CONSENTS TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE
OF NEW JERSEY WITH RESPECT TO ANY ACTION ARISING OUT OF ANY LEASE, GUARANTY
SETTLEMENT AGREEMENT, PROMISSORY NOTE OR OTHER ACCOMMODATION OR AGREEMENT WITH
LESSOR. THIS MEANS THAT ANY LEGAL ACTION FILED AGAINST THE LESSEE AND/OR
GUARANTORS MAY BE FILED IN NEW JERSEY AND THAT LESSEE AND/OR ANY OF THE
GUARANTORS MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY.
Lessee and all Guarantors agree that service of process by certified mail,
return receipt requested, shall be deemed the equivalent of personal service in
any such action. Any legal action concerning this Agreement shall be governed by
and construed according to the laws of the State of New Jersey.
X--------------------------------
X-------------------------------- GUARANTOR SIGNATURE DATE
WITNESS SIGNATURE DATE INDIVIDUALLY
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PRINT NAME
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PRINT NAME
X--------------------------------
GUARANTOR SIGNATURE DATE
INDIVIDUALLY
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PRINT NAME
<PAGE>
4. OWNERSHIP REDELIVERY AND RENEWAL: We are the owner of the Equipment and have
title to the Equipment. To protect our rights in the Equipment, in the event
this Agreement is determined to be a security agreement, you hereby grant to us
a security interest in the Equipment and all proceeds, products, rents or
profits therefrom in states where permissible you hereby authorize us to cause
this Agreement or any statement or other instrument in respect to this Agreement
showing our interest in the Equipment, including Uniform Commercial Code
Financing Statements, to be filed or recorded and re-filed and re-recorded and
grant us the right to execute your name thereto. You agree to execute and
deliver any statement or instrument requested by us for such purpose. You agree
to pay or reimburse us for any searches, filings, recordings, stamp fees or
taxes related to the filing or recording of any such instrument or statement. No
more than one hundred eighty (180) days but not less than ninety (90) days prior
to the expiration of the initial term or any renewal term of this Agreement you
shall give us written notice of your intention to either return the Equipment to
us or purchase the Equipment as provided below. Provided you have given such
timely notice you shall return the Equipment, freight and insurance prepaid, to
us, in good repair condition and working order, ordinary wear and tear excepted,
in a manner and to a location designated by us or remit the purchase option. If
you fail to so notify us, or having notified us, you fail to return the
Equipment as provided herein, or fail to remit the purchase option, this
Agreement shall renew for additional terms of twelve (12) months each at a
periodic rent equal to 100% of the rent provided herein.
5. OPTION TO PURCHASE: We hereby grant to you, provided you are not in default
hereunder, the option to purchase, "AS IS" without express or implied
warranties, all (not part) of the Equipment at the expiration of the term of
this Agreement for its then fair market value plus all applicable taxes.
6. MAINTENANCE, RISK OF LOSS, AND INSURANCE: You are responsible for installing
and keeping the Equipment in good working order. Except for ordinary wear and
tear, you are responsible for protecting the Equipment from damage and loss of
any kind. If the Equipment is damaged or lost, you agree to continue to pay
rent. You agree during the term of this Agreement, to keep the Equipment fully
insured against damage and loss, naming us as the loss payee to obtain a general
public liability insurance policy from a company acceptable to us, including us
as an additional insured on the policy. You agree to provide us certificates or
other evidence of insurance. If you do not, you agree that we have the right but
not the obligation to obtain such insurance, in which event you agree to pay us
for all costs thereof.
7. INDEMNITY We are not responsible for any losses or injuries caused by the
installation, removal or use of the Equipment. You shall indemnify and hold us
harmless from and against any claims, actions, proceedings, damages, expenses
and costs (including attorney's fees and costs) arising out of or in connection
with the Equipment or this Agreement including without limitation, the
possession, use, rental, operation and return of the Equipment.
8. TAXES AND FEES: You agree to pay when due or reimburse us for all taxes,
fees, fines and penalties relating to use or ownership of the Equipment or to
this Agreement, now or hereafter imposed, levied or assessed by any state,
federal or local government or agency. You agree to pay us a fee of $67.50 to
reimburse us for the expense of preparing financing statements and for other
documentation costs.
EQUIPMENT LOCATED IN VARIOUS STATES is subject to sales tax which require that
tax to be paid up front. If you choose to pay this tax up front, you may
include, with your security deposit, your check for the current percent of tax
applied to the cost of Equipment. If you do not include payment up front, you
authorize us to advance the tax and increase your monthly payment by an amount
equal to the current tax percentage applied to the monthly rental shown above.
9. LOCATION OF EQUIPMENT: You will keep and use the Equipment only at your
address shown above. You agree that the Equipment will not be removed from that
address unless you get our written permission in advance to move it.
10. DEFAULT AND REMEDIES: If you (a) fail to pay rent or any other payment
hereunder when due; or (b) fail to perform any of the terms, covenants or
conditions of this Agreement after ten (10) days written notice; or (c) become
insolvent or make an assignment for the benefit of creditors; or (d) a receiver,
trustee, conservator or liquidator is appointed with or without your consent,
you shall be in default under the Agreement and, we may to the extent permitted
by applicable law, exercise any one or more of the following remedies: (i)
declare due, sue for and receive from you the sum of all rental payments and
other amounts then due and owing under this Agreement or any schedule hereto,
plus the present value of (x) the sum of the rental payments for the unexpired
term of this Agreement or any schedule hereto discounted at the rate of 6% per
annum and (y) the anticipated value of the Equipment at the end of the initial
term of applicable renewal term of the Agreement (but in no event less than 15%
of the original cost of the Equipment) discounted at the rate of 6% per annum
and upon recovery of the same in full, the Equipment shall become your property;
(ii) to similarly accelerate the balances due under any other agreements between
us; (iii) to take immediate possession of the Equipment, and to lease or sell
the Equipment or any portion thereof, upon such terms as we may elect, and to
apply the net proceeds, less reasonable selling and administrative expenses, on
account of your obligations hereunder; (iv) charge you interest on all monies
due us from and after the date of default at the rate of one and one third
percent (1-1/3%) per month until paid but in no event more than the maximum rate
permitted by law; (v) require you to return all Equipment at your expense to a
place reasonably designated by us; (vi) to charge you for all the expenses
incurred in connection with the enforcement of any of our remedies including all
costs of collection, reasonable attorney's fees and court costs. When ever any
payment is not made by you when due hereunder, you agree to pay us, not later
than one month thereafter, as an administrative charge to offset our collection
expenses, an amount calculated at the rate of ten cents per one dollar for each
such delayed payment, or $15 whichever is higher, but only to the extent
permitted by law. Such amount shall be payable in addition to all amounts
payable by you as a result of the exercise of any of the remedies provided
herein. All our remedies are cumulative, are in addition to any other remedies
provided for by law and may, to the extent permitted by law, be exercised either
concurrently or separately. Exercise of any one remedy shall not be deemed an
election of such remedy or to preclude the exercise of any other remedy. No
failure on our part to exercise any right or remedy and no delay in exercising
any right or remedy shall operate as a waiver of any right or remedy or to
modify the terms of this Agreement. A waiver of default shall not be construed
as a waiver of any other or subsequent default. We shall retain the sum set
forth above as a security deposit for your performance of your obligations
hereunder. Upon lawful termination of this Agreement, provided you are not in
default, the Security Deposit shall be returned to you. No interest shall be
paid upon said Security Deposit. In the event of default we may apply said
Security Deposit to cure any default.
11. ASSIGNMENT; YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN THIS AGREEMENT OR
SUBLEASE THE EQUIPMENT: We may sell, assign or transfer this Agreement, without
notice. You agree that if we sell, assign or transfer this Agreement, the new
owner will have the same rights and benefits that we have now and will not have
to perform any of our obligations. You agree that the right of the new owner
will not be subject to any claims, defenses, or set offs that you may have
against us. In the event of a sale, assignment or transfer, we agree to remain
responsible for our obligations hereunder.
12. CONSENT TO JURISDICTION AND GOVERNING LAW: YOU CONSENT TO THE PERSONAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW JERSEY WITH RESPECT TO ANY ACTION
ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT. THIS MEANS THAT ANY LEGAL ACTION
FILED AGAINST YOU MAY BE FILED IN NEW JERSEY AND THAT YOU MAY BE REQUIRED TO
DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY. You agree that service of
process by certified mail, return receipt requested, shall be deemed the
equivalent of personal service in any such action. However, nothing in this
paragraph shall be construed to limit the jurisdictions in which suit may be
filed by any party to this Agreement or the means of obtaining service of
process in any such suit. This Agreement shall be governed by and construed
according to the laws of the State of New Jersey. TO THE EXTENT PERMITTED BY
LAW, YOU WAIVE TRIAL BY JURY IN ANY ACTION HEREUNDER YOU HEREBY WAIVE ANY AND
ALL RIGHTS AND REMEDIES GRANTED YOU BY SECTION 2A-508 THROUGH 2A-522 OF THE
UNIFORM COMMERCIAL CODE.
13. CUSTOMER P.O.: You agree that any Purchase Order issued to us covering the
rental of this Equipment, is issued for purposes of authorization and your
internal use only, and none of its terms and conditions shall modify the terms
of this Agreement.
ENTIRE AGREEMENT: This Agreement contains the entire arrangement between you and
us and no modifications of this Agreement shall be effective unless in writing
and signed by the parties.
<PAGE>
LESSEE X /s/ James Bohannon TITLE: CHAIRMAN DATE 10/18/99
------------------------ --------------- ----------------
JAMES BOHANNON, CHAIRMAN FOR AVALON-BORDEN COMPANIES, INC.
X /s/ James Bohannon
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JAMES BOHANNON, CHAIRMAN FOR AVALON-MEDIA GROUP, INC.
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BY:_________________________TITLE:_______________________DATE:________
ACCEPTED:
LESSOR: NATIONWIDE FUNDING, LLC
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<PAGE>
DELIVERY AND ACCEPTANCE
We (the leasing customer) certify that all equipment referred to in the Lease
Agreement has been delivered and is fully installed. We also certify that we
have inspected the equipment and that it is in good operating order and fit for
our intended use. We unconditionally accept the equipment and acknowledge that
it has not been accepted on a "trial" basis. We now request that the leasing
company sign the lease and pay the equipment vendor. We understand the
importance of this certification to the leasing company prior to paying the
vendor and we understand we will be precluded from denying the truth of this
certification in the future.
AVALON-BORDEN COMPANIES, INC. & AVALON MEDIA GROUP, INC. JOINTLY AND SEVERLY
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Lessee Name
/s/ JAMES BOHANNON JAMES BOHANNON CHAIRMAN
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Signature Print Name Title
/s/ JAMES BOHANNON JAMES BOHANNON CHAIRMAN
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Signature Print Name Title
Date: 10/18/99
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VERBAL VERIFICATION OF DELIVERY AND ACCEPTANCE
Your acceptance of delivery will be verified by a phone audit within the next
three days. Please list the phone numbers at which you may be reached during
this time:
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Office telephone Home telephone
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Mobile telephone Other telephone
AUTHORIZATION TO VERIFY WITH ANOTHER PARTY
I may not be able to give verbal verification of the equipment delivery. In that
case, I hereby authorize___________________(print name) to provide that
verification in my place. I realize that this person's verification shall be
legally binding and shall abide by his or her decision. They can be contacted at
_______________________.
AVALON-BORDEN COMPANIES, INC. & AVALON MEDIA GROUP, INC. JOINTLY AND SEVERLY
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Lessee Name
/s/ JAMES BOHANNON JAMES BOHANNON CHAIRMAN
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Signature Print Name Title
/s/ JAMES BOHANNON JAMES BOHANNON CHAIRMAN
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Signature Print Name Title
<PAGE>
SCHEDULE "A"
This schedule is to be attached to and becomes part of Lease date__________,
199__.
DESCRIPTION OF EQUIPMENT LEASE
<TABLE>
<CAPTION>
ADDRESS EQUIPMENT
------- ---------
<S> <C> <C>
1347 CLEARVIEW DRIVE (1) ADPLAYER MODULE (1) VISUAL CIRCUITS GENLOCK BOARDS
RINGGOLD, GA (1) VISUAL CIRCUITS 4 REELTIME PRO
927 E. ALT 52 (2) ADPLAYER MODULE (2) VISUAL CIRCUITS GENLOCK BOARDS
CHATSWORTH, GA (2) VISUAL CIRCUITS 4REELTIME PRO
HIGHWAY 27S (2) ADPLAYER MODULE (2) VISUAL CIRCUITS GENLOCK BOARDS
SUMMERVILLE, GA (2) VISUAL CIRCUITS 4REELTIME PRO
7133 HIGHWAY 41 (3) ADPLAYER MODULE (3) VISUAL CIRCUITS GENLOCK BOARD
JASPER, TN (3) VISUAL CIRCUITS 4REELTIME PRO
CRESCENTWOOD CIRCLE (2) ADPLAYER MODULE (2) VISUAL CIRCUITS GENLOCK BOARDS
DECATUR, TN (2) VISUAL CIRCUITS 4REELTIME PRO
115 CHERRY STREET (2) ADPLAYER MODULE (2) VISUAL CIRCUITS GENLOCK BOARDS
DUNLAP, TN (2) VISUAL CIRCUITS 4REELTIME PRO
203 CUMBERLAND (1) ADPLAYER MODULE (1) VISUAL CIRCUITS GENLOCK BOARDS
PIKEVILLE, TN (1) VISUAL CIRCUITS 4REELTIME PRO
5959 SHALLOWFORD RD., STE. 4093 (16) VISUAL CIRCUITS GENLOCK BOARDS
CHATTANOOGA, TN (7) VISUAL CIRCUITS 4REELTIME PRO (16) ADPLAYER MODULE
617 GAULT AVE N. (2) ADPLAYER MODULE (2) VISUAL CIRUITS GENLOCK BOARDS
FT. PAYNE, AL (2) VISUAL CIRCUITS 4REELTIME PRO
3955 COUNTY ROAD #47 (2) ADPLAYER MODULE (2) VISUAL CIRCUITS GENLOCK BOARDS
RAINSVILLE, AL (2) VISUAL CIRCUITS 4REELTIME PRO
</TABLE>
And any duplicate parts, extras, mechanisms and devises related thereto or used
in connection therewith, now attached to or delivered with the designated
equipment of that may at any time hereafter be obtained from the Lessor or be
added thereto by or with the consent of the Lessor.
This schedule is hereby verified correct and undersigned Lessee acknowledges
receipt of a copy.
NATIONWIDE FUNDING, LLC
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Lessor
By: /s/
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Signature
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Print name and title
AVALON-BORDEN COMPANIES, INC. & AVALON MEDIA GROUP, INC. JOINTLY AND SEVERALY
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Lessee Name
By: /s/ JAMES BOHANNON JAMES BOHANNON CHAIRMAN
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Signature Name Title
By: /s/ JAMES BOHANNON JAMES BOHANNON CHAIRMAN
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Signature Name Title
<PAGE>
IDENTIFICATION FORM
AVALON-BORDEN COMPANIES, INC. & AVALON MEDIA GROUP, INC., JOINTLY AND
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SEVERLY
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Lessee name
LESSEE'S FEDERAL ID# 63-0967802
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For Avalon-Borden Companies, Inc.
LESSEE'S FEDERAL ID# 62-1744845
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For Avalon Media Group, Inc.
LESSEE'S DRIVER'S LICENSE: (PLEASE COPY BELOW):
(PLEASE ATTACH A LEGIBLE COPY OF YOUR LICENSE WITH SIGNATURE)
<PAGE>
MISCELLANEOUS PROPERTY COVERAGE CONTRAC
LESSEE: AVALON-BORDEN COMPANINES, INC. & AVALON MEDIA GROUP, INC. J/S
ADDRESS: 5959 Shallowford Road Suite 4093
CITY: Cahttanooga, STATE: TN ZIP: 37421
PHONE: 423-485-5554 FAX:
NAME: JAMES BOHANNON TITLE: CHAIRMAN
SIGNATURE /s/ JAMES BOHANNON /s/ JAMES BOHANNON DATE 10/18
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(Signature and Date Required Regardless of Option Selected)
The above named lessee has entered into a lease agreement and has agreed to be
responsible for insuring the leased equipment with NATIONWIDE FUNDING LLC
(LESSOR) AND ITS ASSIGNEES as LOSS PAYEE AND ADDITIONAL INSURED.
================================================================================
Equipment Lessors Protection Association, Inc. will provide Master Policy
Property Coverage on the leased equipment for the full term of the lease. The
Master Policy Property Coverage includes fire, lighting, explosion, windstorm,
hail, smoke, riot, strike, vandalism, theft, flood, earth movement, or accident
in the vehicle while carrying the covered property, goods in transit cargo
coverage, extended coverage, and malicious mischief for the full replacement
value of the equipment. Should you wish to purchase Master Policy Property
Coverage provided by Equipment Lessors Protection Association, Inc. Please remit
a separate check in the amount stated below PAYABLE TO E.L.P.A.
================================================================================
DEDUCTIBLE: All Risk $500.00 deductible - EXCEPT Earthquake and Flood, $10,000
per occurrence. (Earthquake Coverage EXCLUDED for the State of California) and
Personal Computers $2,500.00 Per Occurrence
EQUIPMENT: See Schedule `A' VALUE: $191746.00
[X] PHYSICAL DAMAGE: Insurance is to be provided for fire, lighting, explosion,
windstorm, hail, smoke, riot, strike, vandalism, theft, flood, earth movement,
or accident in the vehicle while carrying the covered property, goods in transit
cargo coverage, extended coverage and malicious mischief for the full value of
the equipment with NATIONWIDE FUNDING LLC (LESSOR) and it's assigns named as
Loss Payee.
[X] LIABILITY: Coverage should be written within minimum limits of $1,000,000
BODILY INJURY. NATIONWIDE FUNDING LLC (LESSOR) and its assigns, at 300 W Adams
Ste 510 Chicago, IL 60606 is to be named as ADDITIONAL INSURED
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NO, I do not want your Master Policy Coverage . I will use my own insurance
company and I WILL PROVIDE THE SAME COVERAGE AS LISTED ABOVE.
YOUR INSURANCE MUST BE IN PLACE BEFORE THIS LEASE COMMENCES
YOUR INSURANCE COMPANY INFORMATION
NAME:_________________________________________
ADDRESS:______________________________________
CITY________________STATE:________ZIP_________
PHONE:_________________FAX:___________________
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<PAGE>
PURCHASE OPTION
NATIONWIDE FUNDING, LLC, the Lessor named in a certain Equipment Lease date
________________, 1999, with a monthly payment of $4,659.24, does hereby grant
to AVALON-BORDEN COMPANIES, INC. at AVALON MEDIA GROUP JOINTLY AND SEVERALY the
Lessee named in said Lease, the option to purchase the equipment leased thereby,
as a whole and not in part, and on an as-is where-is basis, at the end of the
original or any renewal term of said Lease, provided that Lessee is not then in
default under said Lease or any other agreement with lessor. This option may be
exercised by Lessee only upon giving not less that thirty (30) nor more than
sixty (60) days prior written notice to Lessor, and accompanied by the purchase
option price of $1.00
NATIONWIDE FUNDING, LLC
Lessor
By: /s/
-------------------------------
Signature
-----------------------------------
Print name and title
-----------------------------------
Date
AVALON-BORDEN COMPANIES, INC. & AVALON MEDIA GROUP JOINTLY & SEVERALY
Lessee Name
By: /s/ JAMES BOHANNON JAMES BOHANNON CHAIRMAN
----------------------------------------------------------------------------
Signature Print Name Title
By: /s/ JAMES BOHANNON JAMES BOHANNON CHAIRMAN
----------------------------------------------------------------------------
Signature Print Name Title
10/18/99
------------------
Date
<PAGE>
ADDENDUM "A"
MASTER LEASE AGREEMENT NO:
LEASE SCHEDULE NO:
Reference is made to the above-referenced Master Lease Agreement ("Lease") dated
the 10th day of September, 1999 by and between Avalon-Borden Companies Inc. &
Avalon Media Group. Inc. Jointly & Severally as Lessee, and NATIONWIDE
Notwithstanding the terms a [Illegible] and to the limited extent hereof, the
parties hereto agree as follows:
There shall be an additional [Illegible] schedule A" as follows:
Address: 5959 Shallowford Rd. Suite 4093
Chattanooga, TN 37421
------------------------------------------
2 4 Reel Time Pro S-Video 4 Ch
2 Genlockquad s/A/V Switch Rev D
Address: 7133 HWY 41, JASPER, TN
------------------------------------------
2 4 Reel Time Pro S-Vide0 4 Ch
2 Genlockquad s/ A/V Switch Rev D
Address: 7133 HWY 41, JASPER, TN
------------------------------------------
1 4 Reel Time Pro S-Vide0 4 Ch
1 Genlockquad s/ A/V Switch Rev D
In all other respects, the terms and conditions of the Lease, as originally set
forth, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto, by their authorized signatories, have
executed this Addendum "A" at the date set forth below their respective
signature.
LESSEE: LESSOR:
Avalon-Borden Companies, Inc. & Avalon Media
Group, Inc. Jointly & Severally Nationwide Funding, LLC
5959 Shallowford Road. 44093 300 W. Adams, Suite 510
Chattanooga, TN 37421 Chicago, IL 60606
BY: /s/ JAMES BOHANNON BY:
---------------------------- ------------------------------
NAME: James Bohannon NAME:
----------------------------
TITLE: Chairman TITLE: President
DATE: 9/10/99 DATE: 9/13/99
BY: /s/ JAMES BOHANNON
----------------------------
NAME: James Bohannon
TITLE: Chairman
DATE: 9/10/99
<PAGE>
CORPORATE RESOLUTION
STATE OF Alabama, COUNTY OF _______________________
I, Sarah C. Wallace, being first duly sworn do state that I am the duly
elected, qualified and acting Secretary of Avalon-Borden Companies, Inc. a
Delaware corporation and that the following resolution was approved by the Board
of Directors of said corporation on October 18, 1999 at a duly convened meeting
of said Board, at which time a quorum was present and that the said resolution
has not been amended nor repealed:
WHEREAS, James Bohannon, Chairman, an officer of this corporation has
negotiated with Nationwide Funding, LLC for a non-cancelable lease of certain
property to wit: (description of equipment)
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SEE SCHEDULE "A", ATTACHED HERETO AND MADE A PART OF
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--------------------
the terms of said non-cancelable lease are as follows: 60 payments of $4,659.24,
beginning__________________, and,
WHEREAS, the Board of Directors has examined all the terms of said
non-cancelable lease.
NOW THEREFORE BE IT RESOLVED, that James Bohannon is/are directed, empowered and
authorized to sign on behalf of this corporation one certain non-cancelable
lease, (a copy of which is attached to this resolution and by this reference
incorporated herein), said lease obligating the corporation to pay, among other
obligations ________lease payments each commencing on _____________,__________.
Dated this 18th day of October, 1999.
/s/ SARAH C. WALLACE
----------------------------
Secretary
<PAGE>
CORPORATE RESOLUTION
STATE OF Tennessee, COUNTY OF _______________________
I, Maurice C. Mitchell, being first duly sworn do state that I am the
duly elected, qualified and acting Secretary of Avalon Media Group, Inc. a
Tennessee corporation and that the following resolution was approved by the
Board of Directors of said corporation on October 18, 1999 at a duly convened
meeting of said Board, at which time a quorum was present and that the said
resolution has not been amended nor repealed:
WHEREAS, James Bohannon, Chairman, an officer of this corporation has
negotiated with Nationwide Funding, LLC for a non-cancelable lease of certain
property to wit: (description of equipment)
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SEE SCHEDULE "A", ATTACHED HERETO AND MADE A PART OF
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--------------------
the terms of said non-cancelable lease are as follows: 60 payments of $4,659.24,
beginning__________________, and,
WHEREAS, the Board of Directors has examined all the terms of said
non-cancelable lease.
NOW THEREFORE BE IT RESOLVED, that James Bohannon is/are directed, empowered and
authorized to sign on behalf of this corporation one certain non-cancelable
lease, (a copy of which is attached to this resolution and by this reference
incorporated herein), said lease obligating the corporation to pay, among other
obligations ________lease payments each commencing on _____________,__________.
Dated this 18th day of October, 1999.
/s/ MAURICE C. MITCHELL
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Secretary
