EX-10.42 11 doc12.txt Exhibit 10.42 USBANCORP Stitch Networks Corporation US Bancorp $1.5 Million Commitment Draws/Schedules Original Date May 22, 2001 Date Amount Comments ---- ------ -------- 6/29/01 $97,600.00 7/6/01 $54,900.00 8/15/01 $52,969.53 8/21/01 $35,438.74 ---------- Sub $240,908.27 Scheduled 8/29/01 8/29/01 $200,000.00 Scheduled 8/29/01 - Used Vendors 9/5/01 $61,795.01 9/19/01 $32,734.53 USBANCORP. U.S. Bancorp Leasing & Financial 8600 West Center Road NEOM 88GO Omaha, NE 68102 Phone Number. 402 399-2723 May 31, 2001 Mr. James Hayden Stitch Networks Corporation 500 N. Walnut Street, Suite 100 Kennett Square, PA 19348 DEAR JIM, Please find below a summary of the loan proposal we had discussed. You will note that we have dispensed with the per-schedule documentation fees entirely. We hope this WILL offset any inconvenience that was caused In changing the-format from a capital lease to a loan. The substance of the agreement is substantially the same and we trust this will be acceptable and satisfactory to you. SECURED PARTY: US. Bancorp Leasing & Financial ("USBL&F") or its assigns DEBTOR: Stitch Networks Corporation SECURITY: DEBTOR will grant "USBL&F" a perfected first security in terest in the following equipment: Dixie-Narco Kodak Film Products Vending Machines LOAN AMOUNT: Approximately S1,500,000 TERM: 36 months PAYMENTS: 36 per schedule RATE ADJUSTMENT: Rates quoted herein will float with Treasury Notes until commencement of the Loan. Rates will be adjusted for each change in the yield for Treasury Notes with a coupon of a comparable maturity. Rates will be fixed at commencement for the term of the Loan at a rate of 495 basis points over 3 year Treasury Notes. INTERIM INTEREST: In the event USBL&F makes disbursements for Equipment deliveries prior to closing, then DEBTOR shall pay USBL&F interim interest on such disbursed amount from the date of disbursement until closing, computed daily and payable monthly at a rate equal to Prime Rate plus 1/4 % Page 2 INSURANCE: DEBTOR, at Its own expense, will provide insurance as detailed in USBL&F's Motor Vehicle and/or Equipment insurance form(s) naming USDL&F as Loss Payee. EXPENSES: USBL&F contemplates using standardized documentation to the extent applicable- DEBTOR will pay the legal expenses of USBL&F and a $0.00 documentation fee to cover the administrative expenses of processing this transaction. In the event this transaction necessitates that USBL&F obtain appraisals, or incur other extraordinary expenses, such costs shall also be borne by DEBTOR. COMMITMENT FEE: A non-refundable commitment fee of $5,000 Is due and payable with the acceptance of this proposal. In the event the transaction is not executed, Stitch Networks Corporation will forfeit said fee. MATERIAL CHANGES: This proposal is based on the preliminary equipment list supplied by DEBTOR to USBL&F. In the event that the actual equipment differs in any material respect from the preliminary list or USBL&F's reasonable assumptions with respect thereto, or in the event that there shall be a materially adverse change in DEBTOR's financial condition prior to funding, USBL&F shall have the right and option to terminate its obligations hereunder without thereby incurring any liability to DEBTOR. PURCHASE CUTOFF: USBL&F's obligation to fund under any commitment which may an arise DATE: if approved, terminates on 12-31-01, with regard to any Equipment not delivered to and payment not authorized by DEBTOR. PROPOSAL EXPIRATION:If not accepted by DEBTOR, this proposal expires on 5-31-01. OTHER: Surety Bond to be provided for full contract performance. UCC filings necessary and satisfactory to USBL&F. You may Indicate your acceptance of this proposal by executing this letter and returning it together with the commitment fee. Page 3 DEBTOR acknowledges that this letter contains the entire Loan proposal (superseding all previous representations and agreements, either oral or written) and that there are no promises, agreement, or understandings outside of this letter. Debtor further acknowledges that this proposal Is not intended and shall not be construed as a commitment by USBL&F and that any commitment is subject to USBL&F's review and written approval. We appreciate the opportunity to submit this proposal. If you have any questions or require further information, please feel free to contact us. Respectfully, U.S Bancorp Leasing & Financial-Omaha /S/ Douglas W. Otto -------------------------- Douglas W. otto The above terms and conditions are hereby agreed to and accepted this____ day of May, 2001. Stitch Networks Corporation By: David Kearney ----------------------------- Title: V.P ------------------------- USBANCORP. MASTER AGREEMENT LEASING & FINANCIAL 1.0 PARTIES, COLLATERAL AND OBLIGATION'S 1.1 This Agreement is dated as of MAY I ay 22. 2001. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged Stitch Networks Corporation (hereinafter called "Debtor") with offices at 5t)() North Walnut Road Kennett Square. P:\intending to be legally bound, hereby promises to pay to U.S. Bancorp Leasing & Financial, an Oregon corporation having offices at PO Box 2177. 7(6,) S.W. Mohawk Street. Tualatin. OR Q7062 (hereinafter called "Secured Party"), any amounts set forth on any Schedule to Master Agreement hereunder (the "Schedule(s)" and grants a security interest in the property specified in any Schedule hereunder to Secured Party and its successors and assigns Ahercver located, and any and all proceeds thereof, insurance recoveries, and all replacements, additions, accessions, accessories and substitutions thereto or therefor (hereinafter called the "Collateral"). The security interest granted hereby is to secure payment of any and all liabilities or obligations of Debtor to the Secured Party, matured or unmatured direct or indirect, absolute or contingent, heretofore arising, now existing or hereafter arising, and whether under this Agreement or under any other writing between Debtor and Secured Party (all hereinafter called the "obligations" and/or the "liabilities"). 1.2 Joint and Several Liability; Payment Terms. In the event there is more than one Debtor, all obligations shall be considered as joint and several obligations of all Debtors regardless of the source of Collateral or the particular Debtor with which the obligation originated- Interest shall be calculated on the basis of a 360-day year. All payments on any Schedule hereunder shall be in arrears and made in lawful money of the United States at the post office address of the Secured Party or at such other place as the Secured Party may designate to Debtor in writing from time to time. In no event shall any Schedule hereunder be enforced in any way which permits Secured Party to collect interest in excess of the maximum lawful rate. Should interest collected exceed such rate, Secured Party shall refund such excess interest to Debtor. In such event, Debtor agrees that Secured Party shall not be subject to any penalties for contracting for or collecting interest in excess og the maximum lawful rate. 1.3 LATE CHARGE If any of the OBLIGATIONS REMAINS OVERDUE FOR MORE THAN TEN (10) days, Debtor hereby agrees to pay on demand, as A LATE CHARGE, AN AMOUNT EQUAL TO THE LESSER OF (I) FIVE PERCENT (5%) OF EACH such overdue amount; or (ii) the maximum percentage of any such overdue amount permitted by applicable law as a late charge. Debtor agrees that the amount of such late charge represents a reasonable estimate of the cost to Secured Party or processing a delinquent payment and that the acceptance of any lat charge shall not constitute a waiver of default with respect to the overdue amount or prevent Secured Party from exercising any other available rights and remedies. 2.0 WARRANTIES AND COVENANTS OF DEBTOR: Debtor hereby represents, warrants and covenants that: 2.1 Business Organization Status and Authority. (i) Debtor is duly organized validly existing and in good standing under the laws of the state of its organization and is qualified to do business in all states and countries in which such qualification is necessary and where the failure to be so qualified would have a material adverse effect on the business of Debtor (ii) Debtor has the lawful power and authority to own its assets and to conduct the business in which it is engaged and to execute and comply with the provisions of this Agreement and any related documents; (iii) the execution and delivery of this Agreement and any related documents have been duly authorized by all necessary action; (iv) no authorization, consent, approval, I license or exemption of, or Filing or registration with, any or all of the owners of Debtor or any governmental entity was, is or will be necessary to the valid execution, delivery, performance or full enforceability of this Agreement and any related documents. Except as specifically disclosed to Secured party Debtor utilizes no trade names in the conduct of its business and/or has not changed its name within the past Five years, Debtor will not change its state of organization %L without providing prior written notice to Secured Party. 2.2 .Merger; Transfer of Assets. Debtor will not consolidated or merge with ith or into any other entity, liquidate or dissolve, distribute, sell, lease, transfer or dispose of all of its properties or assets or ,my substantial portion thereof other than in the ordinary course of its business, unless the Secured Party shall give its prior written consent which shall not be unreasonably ' v withheld and the surv i% ing o. successor entity or the transferee of such assets, as the case may be. shall assume by 3 written instrument which is legal valid and enforceable against suchor successor entity or transferee all of' the obligations of Debtor to Secured Party or any affilated of Secured party 2.3 No Violation of Covenants or Laws. Debtor is not party to an% agrement or subject to any restriction which materially and adversly affects its ability to perform Its obligations under this Agreement and any realted documents. The execution of and compliance with the terms of this A reement and any related documents Lim not and will not (i) violate any provision of law, or ( it) conflict with or result in a breach of any order, injunction, or decree of any court or governmental authority or (he formation documents of Debtor, or (iii) constitute or result in a default under any agreement, bond or indenture by which Debtor is bound or 10 which any of its property is subject, or (iv) result in (he imposition of any lien or encumbrance upon any of Debtor's assets, except for any liens created hereunder or under any related documents. 2.4 Accurate Information. All financial information submitted to the Secured Par-ty in regard to Debtor or any shareholder, officer director, member, or partner thereof, or any guar-antor of any of the obligations thereof, was prepared in accordance with generally accepted accounting principles, consistently applied, and fairly and accurately depicts the financial position and results of operation of Debtor or such other person, as of the respective dates or for the respective periods, :o which such information pertains. Debtor had ood, valid and marketable title to all the properties and assets reflected as being owned by it on any balance sheets of Debtor Submitted to Secured party as of the dates thereof. 2.5 Judgement Pending legal Action. There arc no judgementDebtor, and there are no actions or proceedings pending or, to the best against or affected Debtor of inv of I ii, properities in any court or before any governmental entity which, if determined adversely to debtor, would result any material adversly change in the business properties or asset or in the condition, financial or otherwise, of Debtor or would materially and adversely affect the ability of Debtor to satisfy its obligations under this agreement and any related documents. 2.6 No Breach of Other Agreements; Compliance with Applicable Laws. Debtor is not in breach of or in default under any material loan agreement, indenture, bond, note or other evidence of indebtedness, or any other material agreement or any court order, injunction or decree or any lien, statute, rule or regulation. The operations of Debtor substantially comply with all material fat% s. ordinances and governmental rules and regulations applicable to them. Debtor has Filed all material Federal, state and material municipal income tax. returns which are required to be filed and has paid all taxes as shown on said returns and on all assessments billed to it to the extent that such taxes or assessments have become due. Debtor does not know of any other proposed tax assessment against it or of any basis for one 2.7 SALE PROHIBITED. Debtor will not sell, dispose of or offer to sell or otherwise transfer the Collateral or any interest therein without the prior written consent of Secured Party. 2.8 LOCATION OF COLLATERAL. THE COLLATERAL WILL BE KEPT AT THE LOCATION(S) shown on the Schedule(s) HEREUNDER AND DEBTOR will promptly notify Secured Party of any change in the location(s) of the Collateral. Debtor will not remove the Collateral from said location(s) without prior written notice to Secured party 1 2.9 Collateral not a Fixture. The Collateral is not attached, and Debtor will not permit the Collateral to become attached, to real estate in such a way that it would be considered part of the realty or designated a "fixture." Notwithstanding any presumption of applicable law, and irrespective of any manner of attachment the Collateral shall not be deemed real property but shall retain its character as personal property. However, Debtor will at the option of Secured Party Furnish the latter with waiver(s) in recordable form, signed by all persons having an interest in the real estate, of any interest in the Collateral which is or might be deemed to be prior to Secured Party's interest. 2.10 Perfection of Security Interest. Except for (i) the security interest granted hereby and (ii) any other security interest previously disclosed by Debtor to Secured Party in writing, Debtor is the owner of the Collateral free from any adverse lien, security interest or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons at anytime claiming any interest therein. At the request of Secured Party, Debtor will execute, acknowledge and deliver to Secured Party any document or instrument required by Secured Party to further the purposes of this Agreement. Debtor shall execute or, to the extent allowed bylaw, Debtor hereby authorizes Secured Party to execute and file any financing statement needed to perfect Secured Party's interest in the Collateral, including (without limitation) any Fixture filings and financing statements and any amendments and continuation statements thereto pursuant to the Uniform Commercial Code, in form satisfactory to Secured Party, and will pay the cost of filing the same in all public offices where Filing is deemed by Secured Party to be necessary or desirable. Notwithstanding any statutory provision to the contrary, Debtor hereby waives the right to file a termination statement of any financing statement Filed by Secured Party. 2.11 Insurance. Unless otherwise agreed, Debtor will have and maintain insurance from financially sound carriers at all times with respect to all Collateral against risks of fire (including so-called extended coverage), theft, collision, flood, earthquake, "mysterious disappearance" and such other risks as Secured Party may require, containing such terms, in such form, for such periods and written by such companies as may be reasonably satisfactory to Secured Party; each insurance policy shall name Secured Party as loss payee and shall be payable to Secured Party and Debtor as their interests may appear, all policies of insurance shall provide for ten days" written minimum cancellation notice to Secured Party; Debtor shall Secured Party with certificates or other evidence reasonably satisfactory to Secured Party of compliance with the foregoing insurance provisions. 2.12 Use of the Collateral. Debtor will use the Collateral for business purposes only and operate it by qualified personnel, agents or independent contractors in accordance with applicable manufacturers' manuals. Debtor will keep the Collateral free from any adverse lien or encumbrance and in good working order, condition and repair and will not waste or destroy the Collateral or any part thereof, Debtor will keep the Collateral appropriately protected from the elements, and will Furnish all required parts and servicing (including any-contract service necessary to maintain the benefit of any warranty of the manufacturer); Debtor will not use the Collateral in violation of any statute, ordinance, regulation or order; and Secured Party MAY EXAMINE AND INSPECT THE COLLATERAL AND ANY and all books and records of Debtor during business hours with prior written notice and without unduly interfering with Debtor's operations; such right of inspection shall include the right to copy Debtor's books and records and to converse with Debtor's officers, employees. agents, and independent accountants. 2.13 Taxes and Assessments. Debtor will pay promptly when due all taxes, assessments, levies, imposts, duties and charges, of any kind or nature, imposed upon the Collateral or for its use or operation or upon this Agreement or upon any instruments evidencing the obligations. 2.14 Financial Statements. Debtor shall furnish Secured Party within ninety (90) days after the close of each fiscal year of Debtor, its financial statements (including, without limitation, a balance sheet, a statement of income and surplus account and a statement of changes in financial position) for the immediately preceding fiscal year, setting forth the corresponding figures for the prior fiscal year in comparative form, all in reasonable detail without any qualification or exception deemed material by Secured Party. Such financial statements shall be prepared at, least as a review by Debtor's independent certified accountants and, if prepared as an audit, shall be certified by such accountants. Debtor shall also furnish Secured Party with any other financial information deemed necessary by Secured Party. Each financial statement submitted by Debtor to Secured Party shall be accompanied by a certificate signed by the chief executive officer, the chief operating officer or the chief Financial officer of Debtor, certifying that (i) such financial statement was prepared in accordance with generally accepted accounting principles consistently applied and fairly and accurately presents the Debtor's financial condition and results of operations for the period to which I ch it pertains, and (ii) no event of default has occurred under this Agreement during the period to which such financial statement pertains. 3.0 EVENTS OF DEFAULT 3.1 The follow ill, shall he considered ev ents of default (i) failure on the Pan of Debtor to promptly perform in complete accordance , ith its representations, warranties and covenants made ill this Agreement or ill any other at ,reement with Secured party including, bill not limited to, the payment of any liability, with interst %%lien due, or default by Debtor Linder the pro isions of any other material agreement to which Debtor is party (ii) the death of Debtor if an individual or the dissolution of Debtor if a business organization (iii) a material change in (he present management of Debtor except to Fill vacancies resulting from the death or disability if an individual, (iv) the filing of any petition or complaint under the Federal Bankruptcy Code or other federal or state acts of similar nature, by or against Debtor which is not dismissed within 60 days or an assignment for the benefit of creditors by Debtor, (v) in application which is not dismissed within 60 days is for or the appointment of a Receiver, Trustee or Conservator, voluntary or involuntary, by or against Debtor or for any substantial assets of Debtor, (vi) insolvency of Debtor under either the Federal Bankruptcy Code or applicable principles of equity (vii) entry of any material judgement issuance of any material garnishment or attachment or filing., of any material lien, claim or government attachment against the Collateral or which, in Secured Party's sole discretion, might materially impair the Collateral. (viii) the determination by Secured Party that a material misrepresentation of fact has been made by Debtor in this Agreement or in any writing supplementary or ancillary hereto, (ix) a reasonable determination in good faith by Secured Party that Debtor has suffered a material adverse change in its financial condition, business or operations from the date of This agreement; (x) bankruptcy, insolvency, termination, death, dissolution or default of any guarantor for Debtor or (ix) any filing by Debtor of a termination statement for any Financing statement filed by Secured party 4.0 REMEDIES 4.1 Upon the happening of any event which is not cured for non-monerary defaults within thirty v (30) days and for momentary defaults within ten (10) days and ;k by Secure party or at any time thereafter: (i) all liabilities of Debtor shall, at the option of Secured party become immediately due and payable fill Set ured party shall have and may exercise 311 Of the rights and remedies ,3nted to a Secured party Linder the Uniform Commercial Code; (ill) Secured party shall have the right, immediately, and without notice or other action, to set-off against any of Debtor's liabilities to Secured Party any money owed by Secured party in any capacity to Debtor. whether or not due, and Secured party shall be deemed to have exercised such right of set-offand to have made a charge against any such money immediately upon the occurrence of such default event though actual book entries may be made at some time subsequent thereto; (iv) Secured Party may proceed with or without judicial process to take possession of all or any part of the Collateral; Debtor agrees that upon receipt of notice of Secured party's intention to take possession of all or any pan of said Collateral, Debtor will do everything necessary to make same available to Secured Party (including, without limitation, assembling the Collateral and making it available to Secured Party at a place designated by Secured Party which is reasonably convenient to Debtor and Secured Party); and so long as Secured Party acts in a commercially reasonable manner, Debtor agrees to assign, transfer and deliver at any time the whole or any portion of the Collateral or any rights or interest therein in accordance with the Uniform Commercial Code and without limiting the scope of Secured Party's rights thereunder, (v) Secured Party may sell the Collateral at public or private sale or in any other Commercially reasonable manner and, at the option of Secured Party, in bulk or in parcels and with or without having the Collateral at the sale or other disposition, and Debtor agrees that in case of sale or other disposition of the Collateral, or any portion thereof, Secured Party shall apply all proceeds first to all costs and expenses of dispositions, including attorneys' fees, and then to Debtor's obligations to Secured Party; (vi) Secured Party may elect to retain the Collateral or any part thereof in satisfaction of all sums due from Debtor upon notice to Debtor and any other party as may be required by the Uniform Commercial Code- All remedies provided in this 2 paragraph shall be cumulative. Secured Party may exercise any one or more of such remedies in addition to any and a] I other remedies Secured Party may have under any applicable law or in equity. 4.2 Expenses; Disposition. Upon default, all amounts due and to become due hereunder shall, without notice, bear interest at the lesser of (i) fifteen percent (15%) per annum or (ii) the maximum rate per annum which Secured Party is permitted by law to charge from the date such amounts are due until paid. Debtor shall pay all reasonable expenses of realizing upon the Collateral hereunder upon default and collecting all liabilities of Debtor to Secured Party, which reasonable expenses shall include attorneys' fees, whether or not litigation is commenced and " whether incurred at trial, on appeal, or in any other proceeding. Any notification of a sale or other disposition of Collateral or of other action by Secured Party required to be given by Secured Party, will be sufficient if given personally, mailed, or delivered by facsimile machine or overnight carrier not less than five (5) days prior to the day on which such sale or other disposition will be made or action taken, and such notification shall I be deemed reasonable notice. 5.0 MISCELLANEOUS 5.1 No Implied Waivers; Entire Agreement. The waiver by Secured Party of any default hereunder or of any provisions hereof shall not discharge any party hereto from liability hereunder and such waiver shall be limited to the particular event of default and shall not operate as a waiver of any subsequent default. This Agreement and any Schedule hereunder are non-cancelable- No modification of this Agreement or waiver of any right of Secured Party hereunder shall be valid unless in writing and signed by an authorized officer of secured Party. No failure on the pan of Secured Party to exercise, or delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The provisions of this Agreement and the rights and remedies granted to Secured Party herein shall be in addition to, and not in limitation of those of any other agreement with Secured Party or any other evidence of any liability held by Secured Party. This Agreement and any Schedule hereunder (a "Transaction") embody the entire agreement between the parties and supersede all prior agreements and understandings relating to the same subject matter, except in any case where the Secured Party takes an assignment from a vendor of its security interest in the same Collateral, in which case the terms of the Transaction shall be incorporated into the assigned agreement and shall prevail over any inconsistent terms therein but shall not be construed to create a new contract. If any of the documents executed in conjunction with this Agreement are delivered to Secured Party by facsimile transmission, such documents (and signatures thereon) shall I be treated as, and have the same force and effect as, originals. 5.2 Choice of law waiver of jury this agreement and the rights and liabilities of the parties shall be governed by applicable federal law and the laws of the state of oregon secured party and debtor each irrevocably waive all rights to trial by jury in any litigation arising from or related to this agreement. 5.3 Protection of the Collateral. At its option, Secured Party may discharge taxes, liens or other encumbrances it any time levied or placed on the Collateral, may pay for insurance on the Collateral and may pay for the maintenance and preservation of the Collateral. Debtor agrees to reimburse ' Secured Party on demand for any payment made or any expense incurred by Secured Party Pursuant to the foregoing authorization. Any payments made by Secured Party shall be immediately due and payable by Debtor and shall bear interest at the rate of fifteen percent (15%) per annum. Until default, Debtor may retain possession of the Collateral and use it in any lawful manner not inconsistent with the provisions of this Agreement and any other agreement between Debtor and Secured Party, and not inconsistent with any policy of insurance thereon. 5.4 Binding Agreement; Time of the Essence. This Agreement shall take effect as a sealed instrument and shall be binding upon and shall inure to the benefit Of the parties hereto, their respective heirs, executors, administrators, successors, and assigns- Time is of the essence with respect to the performance of Debtors obligations under this Agreement and any other agreement between Debtor and Secured Party 5.5 Enforceability. Any term, clause or provision of this Agreement or of any evidence of indebteness from Debtor to Secured Party which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining terms or clauses of such provision or the remaining provisions hereof, and any such prohibition or unenforceabifity in any jurisdiction shall not invalidate or render unenforceable such term, clause Or provision in any other jurisdiction. 5.6 Notices. Any notices or demands required to be given herein shall be given to (fie parties in writing by facsimile. or by overnight courier United States mail (first class, express, certified or otherwise) iii the addresses set forth oil -agc I of this Agreement or to such other Addresses as the parties may hereafter substitute by written notice given in the manner prescribed in this paragraph. 5.7 Additional Security. If there shall be any other collateral for an%. of the obligations, or for the obligations of any guarantor thereof, Secured Party may proceed against and/or enforce any or all of the Collateral and such collateral in whatever order it may, in its sole discretion, deem appropriate. Any amount(s) received by Secured Party from whatever source and applied by it to any of the obligations shall be applied in such order of application as Secured Party shall from time to time, in its sole discretion, elect. 6.0 ASSIGNMENT 6.1 SECURED PARTY MAY SELL OR ASSIGN ANY AND ALL RIGHT, TITLE AND INTEREST IT HAS IN THE COLLATERAL AND/OR ARISING UNDER THIS AGREEMENT. DEBTOR SHALL, UPON THE DIRECTION OF SECURED PARTY: 1) EXECUTE ALL DOCUMENTS NECESSARY TO EFFECTUATE SUCH ASSIGNMENT AND, 2) PAY DIRECTLY AND PROMPTLY TO SECURED PARTY'S,ASSIGNEd WITHOUT ABATEMENT, DEDUCTION OR SET-OFF, ALL AMOUNTS WHICH HAVE BECOME DUE UNDER THE ASSIGNED AGREEMENT SECURED PARTY ASSIGNEE SHALL HAVE ANY AND ALL RIGHTS. IMMUNITIES AND DISCRETION OF SECURE PARTY HEREUNDER AND SHALL WI11 ENTITLED IN EXERCISE ANY REMEDIES 0F SECURED PARTY HEREUNDER ALL REFERENCES HEREIN TO SECURED PARTY SHALL INCLUDE SECURED PARTY'S ASSIGNEE (EXCEPT THAT SAID ASSIGNEE SHALL NOT BE CHARGEABLE WITH ANY OBLIGATION OR LIABILITIES HEREUNDER OR IN RESPECT HEREOF). DEBTOR WILL NOT ASSERT AGAINST SECURED PARTY'S ASSIGNEE ANY DEFENSE. COUNTERCLAIM OR SET-OFF WHICH DEBTOR MAY HAVE AGAINST SECURED PARTY. 6.2 DEBTOR SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR ENTER INTO ANY AGREEMENT REGARDING ALL OR ANY PART OF THE COLLATERAL WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY WHICH SHALL NOT BE UNREASONABLY WITHHELD. IN CONNECTION WITH THE GRANTING OF SUCH CONSENT AND THE PREPARATION OF NECESSARY DOCUMENTATION, A FEE SHALL BE ASSESSED EQUAL TO ONE PERCENT (1%) OF THE TOTAL REMAINING BALANCE THEN DUE HEREUNDER. IN THE EVENT THAT SECURED PARTY HAS CONSENTED TO ANY LEASE OF THE COLLATERAL, DEBTOR HEREBY ASSIGNS AND GRANTS A SECURITY INTEREST TO SECURED PARTY, TO SECURE ALL OBLIGATIONS TO SECURED PARTY, ANY AND ALL RIGHTS UNDER ANY LEASE(S), AND DEBTOR SHALL DELIVER TO SECURED PARTY THE ORIGINAL OFSUCH LEASE(S). 3 7.0 POWER OF ATTORNEY 7.1 Secured PARTY is hereby appointed Debtors attomey-in-fact to sign Debtor's name and to make non-material amendments (including completing 2nd conforming ,he description of the Collateral) on any document in connection with this Agreement (including any financing statement :Ind 10 Obtain Idju',,, settle and cancel any insurance required by this Agreement and to endorse any drafts in connection %, ith such insurance. 8.0 NOTICE 8.1 Under Oregon law, most a-reements, promises and commitments made by Secured party after October 3, 1989. concerning loans and other credit extensions which are not for personal. family or household purposes or secured sol by the Debtor's residence must be in Writing express consideration and be signed by Secured Party to be enforceable. In Withness Whereof. the parties hereto have caused this Agreement to be duly executed the 1St day of JUNE 2001 US Bancorp Leasing & Financial Stitch Networks Corporation (SECURETY PARTY) (DEBTOR) BY: By:/S/ David Goodman ------------------------------- ------------------------------ An Authorized Officer There of David Goodman President 4 7.0 POWER OF ATTORNEY 7.1 Secured Party is hereby appointed Debtor's atto rney-i n- fact to sign Debtor's name and to make non-material amendments (including completing and conforming the description of the Collateral) on any document in connection with this Agreement (including any financing statement) and to obtain. adjust, settle, and cancel any insurance required by this Agreement and to endorse any drafts in connection with such insurance. 8.0 NOTICE 8.1 Under Oregon law, most agreements promises and commitments made by Secured Party after October 3, 1989, concerning loans and OTHER CREDIT EXTENSIONS which are not for personal family or household purposes or secured solely by the Debtor's residence must be in Writing, express consideration and be signed by Secured Party to be enforceable. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed the 15th day of June 2001 US Bancorp Leasing & Financial Stitch Networks Corporation (SECURETY PARTY) (DEBTOR) BY: By:/S/ David Goodman ------------------------------- ------------------------------ An Authorized Officer There of David Goodman President 5 US BANCORP INTERIM FUNDING ADDENDUM (LOAN) LEASING & FINANCIAL THIS Interim FUNDING ADDENDUM AND RENTAL ADDENDUM (this "Addendum") dated May la\ and supplements Master Agreement (the "Agreement"), dated May 22,2001 between U.S. Bancorp Leasing & Financial ("Secured Party") and Stitch Networks Corporation ("Debtor") and the terms of the Agreement are hereby incorporated into this Addendum as though fully set forth herein. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement- The Agreement is hereby amended and supplemented as follows: 1. Loan of Collateral. Subject to the terms hereof, Secured Party may, from time to time, fund certain amounts necessary for the purchase, for the purpose of financing for Debtor, the following collateral, on which Debtor agrees to complete a Master Agreement and ancillary documents from Secured Party: Film Product Dispensing Vending Machines TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. (the "Collateral"), BEGINNING, WITH RESPECT TO EACH ITEM of Collateral, on the DATE SECURED PARTY MAKES THE FIRST payment WITH respect to that item of Collateral and continuing until such time as the Collateral is made subject to a Schedule to the Master Agreement. Notwithstanding the preceding sentence, Secured Party shall have no obligation to finance any item of Collateral for Debtor if, in Secured Party's sole discretion: (i) the item, type or cost of Collateral is not acceptable to Secured Party, (ii) there has been I material adverse change in the financial or operating condition of Debtor, (iii) there has occurred, and remains uncured, an event that constitutes or Could constitute a default under the Agreement; or (iv) if Debtor has not executed and delivered to Secured Party a Schedule making any item of-Collateral subject to the Agreement and a Equipment Acceptance and Authorization to Pay with respect to that Collateral on or before August 15, 2001 (which date may be changed In Secured Party's sole discretion) (any or all of the foregoing shall-be called "Secured Party's Conditions" 1 Financing by Secured Party. As items of Collateral are delivered to Debtor (or if any payments are required to be made prior to delivery of items of Collateral, at such time of payment), Debtor shall present to Secured Parry for payment the invoices from the vendor of the Collateral (the "Vendor") accompanied by an Interim Authorization to Pay in substantially the form of Exhibit A attached hereto, duly executed by Debtor, authorizing- Secured Party to pay for the Purchase of the Collateral, subject to this Addendum. If no event that constitutes (Or Would, with the giving of notice, the passage of time or both, constitute) a default or event of default Linder the Agreement then exists. Secured Party shall pay for [he purchase of the item of Collateral from the Vendor for the invoice price (together with any other costs Secured Party has agreed or becomes obligated, to pay in connection with the acquisition of the Collateral, the "Acquisition Cost") and Debtor shall immediately become obligated to pay interim payments 10 Secured Party as provided herein- Debtor's obligation to pay interim payment Shall begin when Secured Party makes the first payment to the Vendor, even if that payment is a down payment, progress Begin Payment or other partial payment rather than payment in full. 3. Interim Pavements. Interim payments of the the items of collateral as they are financed by Secured party to paragraph 2 above. shall I be computed by Secured Pal-TV Ind paid by Debtor monthly in arrears at a daily rate determined for day by Multiplying the Acquisition Cost by the rate: announced by US Bank National Association Minneapolis MINNESOTA is its reference rate for that that day plus 0.25%) per Annum and dividing the result by 360, and shall he paid to secured party within tell days after Debtor receives an invoices from Secured Party Debtor's obligation to pay interim payments shall continue Until the earlier of (1) the date on which each of Debtor and Secured Party have executed and delivered to the other a schedule making the Collateral subject to the Agreement and Debtor shall executed and delivered to Secured Party a Equipment Acceptance and Authorization to flay with respect to that Collateral, or (11) the date on which Debtor pays the purchase price for the Collateral to Secured Party pursuant to Paragraph 4 hereof, 4. Failure to Deliver Acceptance Certificate If any of Secured Party's Conditions occurs or if Debtor otherwise terminates this Addendum, Debtor shall immediately reimburse Secured Parry for that Collateral for a purchase price equal to the Acquisition Cost plus such other amounts which may be due Secured Party from Debtor pursuant to any other provision hereof plus a premium of on the total purchase price of such price. Upon receipt of such amounts in immediately available funds with respect to any item of Collateral, Debtor's obligation to pay Payments with respect to that Collateral shall be terminated. 6 5. Stipulated Loss Value. For purposes of determining Debtor's compliance with certain of the Loan provisions incorporated by reference, the stipulated loss value of the Collateral shall be the Acquisition Cost thereof. 6, Miscellaneous . Except as expressly modified and supplemented hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Addendum is not binding or effect with respect to the Agreement or the Collateral I/We until executed on behalf of Secured Party and Debtor by an authorized representative of Secured Party and Debtor. IN WITNESS WHEREOF, the parties hereto have caused this Interim Funding Addendum to be executed as of the day and year first written above. Stitch Networks Corporation US Bancorp Leasing & Financial (DEBTOR) By:/S/ David Goodman BY: ------------------------------ ------------------------------- David Goodman An Authorized Officer There of President ADDRESS FOR ALL NOTICES: PO BOX 2177 S.W - Networks Street Tualatin OR 7 5. Stipulated Loss Value. FOR PURPOSES of determining Debtor's compliance with certain of the Loan provisions incorporated by reference, the stipulated loss value of the Collateral shall be the Acquisition Cost thereof. 6. Miscellaneous Except as expressly modified and supplemented hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Addendum is not binding or effective with respect to the Agreement or the Collateral until executed on behalf of Secured Party and Debtor by an authorized representative of Secured Party and Debtor. IN WITNESS WHEREOF, the parties hereto have caused this Interim Funding Addendum to be executed as of the day and Stitch Networks Corporation US Bancorp Leasing & Financial (DEBTOR) By:/S/ David Goodman BY: ------------------------------ ------------------------------- David Goodman An Authorized Officer There of President ADDRESS FOR ALL NOTICES: PO BOX 2177 S.W - Networks Street Tualatin OR 8 EXHIBIT"A" INTERIM AUTHORIZATION TO PAY Re: In interim Funding and Rental Addendum dated May 22. 2001 ("Addendum") between U.S. Bancorp Leasing & Financial ("Secured Party") and Stitch Networks Corporation ("Debtor"). Stitch Networks Corporation hereby authorizes U.S. Bancorp Leasing & Financial to pay a total of $___________ to Seller(s) under the Invoice(s) to pay for property described in the Invoice No.(s) listed below and attached hereto, which shall thereafter be "Collateral" as defined in the Addendum. Interim Payments (as defined in the Addendum) will accrue until the final installation and acceptance of the Collateral and the execution of a Schedule to Master Agreement between the undersigned and U.S. Bancorp Financial covering such Collateral. Vendor(s)/Seller(s) Invoice No.(s) Invoice Date(s) Invoice(s) Amount Dated as of: --------------------------- (DEBTOR) SECURED PARTY Stitch Networks Corporation US Bancorp Leasing & Financial By:/S/ David Goodman BY: ------------------------------ ------------------------------- David Goodman An Authorized Officer There of President Address for All notices: PO BOX 2177 S.W - Networks Street Tualatin OR 9 EXHIBIT"A" INTERIM AUTHORIZATION TO PAY Re: In interim Funding and Rental Addendum dated May 22. 2001 ("Addendum") between U.S. Bancorp Leasing & Financial ("Secured Party") and Stitch Networks Corporation ("Debtor"). Stitch Networks Corporation hereby authorizes U.S. Bancorp Leasing & Financial to pay a total of $___________ to Seller(s) under the Invoice(s) to pay for property described in the Invoice No.(s) listed below and attached hereto, which shall thereafter be "Collateral" as defined in the Addendum. Interim Payments (as defined in the Addendum) will accrue until the final installation and acceptance of the Collateral and the execution of a Schedule to Master Agreement between the undersigned and U.S. Bancorp Financial covering such Collateral. Vendor(s)/Seller(s) Invoice No.(s) Invoice Date(s) Invoice(s) Amount Dated as of: --------------------------- (DEBTOR) SECURED PARTY Stitch Networks Corporation US Bancorp Leasing & Financial By:/S/ David Goodman BY: ------------------------------ ------------------------------- David Goodman An Authorized Officer There of President Address for All notices: PO BOX 2177 S.W - Mohawk Street Tualatin OR 10 USBANCORP INSURANCE AUTHORIZATION AND VERIFICATION LEASING & FINANCIAL Date: May 22, 2001 To: Stitch Network Corporation (the Customer) Schedule Number: From: U S. Bancorp Leasing & Financial(Creditor) PO BOX 2177 S.W - Mohawk Street Tualatin OR TO THE CUSTOMER: PLEASE EXECUTE BELOW and return this to Creditor with your document package. Creditor will fax this document to your insurance agent for verification. In connection with one or more financing arrangements, Creditor requires that its insurable interest in the financed property (the "Property') be described as "Creditor and its successors and assigns shall be covered as Additional Insured and Loss Payee with regard to all equipment financed or ]eased by Policy Holder through or from Creditor." The required coverage must include, but is not limited to, fire, extended coverage, vandalism, theft and general liability, If such coverage is not provided within 30 days, we have the right to purchase such insurance at your expense. Should you have any questions, please contact our Insurance Department at (503) 797-0277. CUSTOMER AUTHORIZES THE AGENT NAMED below: 1) to COMPLETE AND RETURN THIS LETTER AS INDICATED; AND 2) to endorse the policy and subsequent renewals to reflect the required coverage. Agent: Insurance and Financial Services Ltd Stitch Network Corporation Address: 664 Yroklyn Road, P.O. Box 906 Hockessin. DE 19707-0907 By:/S/ David Goodman Fax: (302) 239-5722 David Goodman E-Mail Vice President & CFO TO THE AGENT: In lieu of providing a certificate, please e-recute this letter in the space below and promptly faxed it to Creditor at (503) 797-0287. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Print Name Of Agency: By Print Name Property Description: Film Product Dispensing Vending Machines TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING. INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. INSURANCE VALUE $1,500,000.00
LOAN DATA SUMMARY SHEET ------------------------------------------------------------------------------------------------------------------- Lessor/ Lessee Information ------------------------------------------------------------------------------------------------------------------- Date Created: Doc Specialist: Market Rep: 5/29/2001 Lia Chow Douglas Otto ------------------------------------------------------------------------------------------------------------------- Lessor: U.S. Bancorp Leasing & Financial 7659 S.W. Mohawk Street 2177 Tualatin OR 97062 ------------------------------------------------------------------------------------------------------------------- Lessee Name: Stitch Network Corporation ------------------------------------------------------------------------------------------------------------------- Lessee DBA ------------------------------------------------------------------------------------------------------------------- Lessee Address: 5OO North Walnut Road Kenneth PA 1934S ------------------------------------------------------------------------------------------------------------------- Contract Information: ------------------------------------------------------------------------------------------------------------------- Master Agrmt # & Schedule- - Master Agreement Date: May 22, 2001 ------------------------------------------------------------------------------------------------------------------- Amount Financed: $ 1.500,000.00 Schedule Date: May 22, 2001 ------------------------------------------------------------------------------------------------------------------- Master Agreement Date: May 22, 2001 Contract Term: ------------------------------------------------------------------------------------------------------------------- Trac Amount: 0 Mid Term Opt Date: ------------------------------------------------------------------------------------------------------------------- Mid Term Opt. Amount: $0.00 End Of Term Opt. Amt: ------------------------------------------------------------------------------------------------------------------- Sales Tax Financed: $0.00 Total Property Cost: $1,500,000.00 ------------------------------------------------------------------------------------------------------------------- FIXED INTEREST Rate: ------------------------------------------------------------------------------------------------------------------- Finance Charges: $0.00 ------------------------------------------------------------------------------------------------------------------- Late Charge Rate: Five(5) Contract Type: ------------------------------------------------------------------------------------------------------------------- Advanced I Arrears Advance ------------------------------------------------------------------------------------------------------------------- 1st Payment Amount: $0.00 1st paymentment Terms: Sixty (60) ------------------------------------------------------------------------------------------------------------------- 2nd Payment Amount: 2nd Payment Terms: ------------------------------------------------------------------------------------------------------------------- 3rd Payment Amount: 3rd Payment Terms: ------------------------------------------------------------------------------------------------------------------- 4th Payment Amount: 4th Payment Terms: ------------------------------------------------------------------------------------------------------------------- Additional Collateral: ------------------------------------------------------------------------------------------------------------------- First Payment Date / D/A June 01, 200l ------------------------------------------------------------------------------------------------------------------- Due At Signing ------------------------------------------------------------------------------------------------------------------- Security Deposit: $0.00 Advance Rentals: $0.00 ------------------------------------------------------------------------------------------------------------------- # of Advance Rentals: $0.00 Doc Fees: $0.00 ------------------------------------------------------------------------------------------------------------------- Filing/Stamp Fees: $0.00 Sales tax: $0.00 ------------------------------------------------------------------------------------------------------------------- Other Fees: $0.00 Due At Signing: $0.00 ------------------------------------------------------------------------------------------------------------------- Signers Guarantors:/Partnership/ etc ------------------------------------------------------------------------------------------------------------------- Personal Guarantor 1 Personal Guarantor 2 ------------------------------------------------------------------------------------------------------------------- Personal Guarantor 3 Personal Guarantor 4 ------------------------------------------------------------------------------------------------------------------- Corp Guarantor 1 Corp Guarantor 2: ------------------------------------------------------------------------------------------------------------------- Primary Signer: David Goodman Alternate Signer: ------------------------------------------------------------------------------------------------------------------- Primary Title: PRESIDENT & CEO Alternate Title: ------------------------------------------------------------------------------------------------------------------- Partnership: 1 st Partner: ------------------------------------------------------------------------------------------------------------------- 2 nd Partner: Subleases: ------------------------------------------------------------------------------------------------------------------- Corporate Pledger: Individual Pledger: ------------------------------------------------------------------------------------------------------------------- Landlord: Mortgage: ------------------------------------------------------------------------------------------------------------------- Insurance ------------------------------------------------------------------------------------------------------------------- Insurance Company: Insurance & Financial Services Ltd Agent Name: ------------------------------------------------------------------------------------------------------------------- Address: 664 Yorklyn Road P.O Box Hockessin DE 19707-0970 ------------------------------------------------------------------------------------------------------------------- Phone: (302) 239-2355 Fax: (302)-239-5722 ------------------------------------------------------------------------------------------------------------------- Equipment ------------------------------------------------------------------------------------------------------------------- Description: Film Products Dispensing Vending Machines, ------------------------------------------------------------------------------------------------------------------- Serial #: Cost $1,500,000.00 ------------------------------------------------------------------------------------------------------------------- Vendor Name: Stitch Networks Corporation ------------------------------------------------------------------------------------------------------------------- Amount Due Vendor: -------------------------------------------------------------------------------------------------------------------
USBANCORP CERTIFICATE OF AUTHORITY LEASING & FINANCIAL (LEASE/LOAN) I/WE HEREBY CERTIFY TO U.S. Bancorp ,Leasing, & Financial (the "Creditor") that: a) I/we am/are the person(s) authorized to certify on behalf of Stitch Networks Corporation, a business entity (the "Company") organized and maintaining good standing under the laws of the State of Delaware; b) the following,, is a true and correct copy of certain Resolutions duly adopted or voted by the Board of Directors, Members or Managers, as appropriate, of the Company; c) I/we have placed a copy of such Resolutions in the official records of the Company, d) such Resolutions have not been rescinded, amended, or otherwise altered or repealed; and e) such Resolutions are now in full force and effect and are in full compliance with the formation documents of the Company, as such may have been amended. The Company has resolved the Following: 1) That the Company from time to time leases personal property and/or borrows money or otherwise obtains credit from Creditor and that the entire amount of leasing, borrowing or credit under this resolution at any one time, whether direct or indirect, absolute or contingent, shall be unlimited; 2) That any one of the officers, agents, members, or managers designated BELOW IS HEREBY authorized to borrow money and to obtain credit and other financial accommodations (including the leasing of personal property) for the Company; and to execute and deliver on behalf of the Company any and all documentation required In connection therewith in such form and containing such terms and conditions as the person(S) executing such documents shall approve as being advisable and proper and in the best interests of the Company; and that the execution thereof by such person(S) shall be conclusive evidence of such approval; and, as security for the Company's obligations to Creditor to pledge, assign, transfer, mortgage, grant a security interest in, hypothecate, or otherwise encumber any and all property of the Company, whether tangible or intangible; and to execute and deliver all instruments of assignment and transfer; 3) That any officer, member, manager, agent or employee of the Company is hereby further authorized to take any and all such other actions as may be necessary to carry out the intent and purposes of these Resolutions, and that any and all actions taken by such person(s) to carry out such intent and purposes prior to the adoption of these Resolutions are hereby ratified and confirmed by, and adopted as the action of, the managers of the Company- and 4 That these Resolutions shall constitute a continuing authority to the desig ated person or persons to act on behalf of the Company, and the powers and authority granted herein shall continue until revoked by the Company and formal written notice of such revocation shall have been given to Creditor. These Resolutions do not supersede similar prior resolutions given to Creditor. I/WE HEREBY FURTHER CERTIFY that pursuant to the f-ormation documents and any other appropriate DOCUMENTS of' the Company as may be necessary, the following named person(s) have been properly designated and appointed to tile position(s)/office(s) indicated below, that such person(s) Continue to hold such position(s)/Office(s) at tile TIME Of' execution of the documentation for the transaction(s) with Creditor, and that the signature(s) of such person(s) show % ire genuine. OFFICE NAME SIGNATURE PRESIDENT & CEO DAVID GOODMAN /S/ DAVID GOODMAN I/WE HEREBY FURTHER CERTIFY that, pursuant to the formation document of the Company, and any other appropriate documents of the Company as may be necessary, I/we have the power and authority to execute this Certificate on behalf of the Company, and that I/we have so executed this Certificate on the 1st day of 2001. A copy of this Certificate, which is duly signed and which is received by facsimile transmission ("fax"), shall be deemed to be of the same force and effect as the original By:/S/ David J. Kearney David kearney Secretary (must he certified by another officer or director other than the above authorized signer) 4/00 ADDRESS FOR ALL NOTICES: PO Box 2177. 7659 S. W Mahawk Street Tualatin, OR 97062 USBANCORP CERTIFICATE OF AUTHORITY LEASING & FINANCIAL (LEASE/LOAN) I/WE HEREBY CERTIFY to U.S. Bancorp I ensing Financial (the "Creditor") that: a) I/we am/are the person(s) authorized to certify on behalf of Stitch Networks Corporation. a business entity (the "Company") organized and maintaining od standing under the laws of the State of Delaware; b) the following is a true and correct copy of certain Resolutions duly adopted or voted by the Board of Directors, Members or Managers, as appropriate, of the Company; c) I/We have placed a copy of such Resolutions in the official records of the Company; d) such Resolutions have not been rescinded, amended, or other-wise altered or repealed and e) such Resolutions are now In full force and effect and are in full compliance with the formation documents of the Company, as such may have been amended. Tile Company has resolved the following 1) That the Company from time to time leases personal property and/or borrows money or otherwise obtains credit from Creditor and that the entire amount of leasing, borrowing or credit under this resolution at any one time, whether direct or indirect, absolute or contingent, shall be unlimited; 2) That any one of the officers, agents, members, or managers designated below is hereby authorized to borrow money and to obtain credit and other financial accommodations (including the leasing of personal property) for the Company; and to execute and deliver on behalf of the Company any and all documentation required in connection therewith in such form and containing such terms and conditions as the persons) executing such documents shall approve as being advisable and proper and in the best interests of the Company; and that the execution thereof by such person(s) shall be conclusive evidence of such approval; and, as security for the Company's obligations to Creditor to pledge, assign, transfer, mortgage, grant a security interest in, hypothecate, or otherwise encumber tiny and all property of the Company, whether tangible or Intangible; and to execute and deliver all instruments of assignment and transfer; 3) That any officer, member, manager, agent or employee of the Company is hereby further authorized to take any and all such other actions as may be necessary to carry out the intent and purposes of these Resolutions, and that any and all actions taken by such person(s) to carry Out Such intent and purposes prior to the adoption of these Resolutions are hereby ratified and confirmed by, and adopted as the action of, the managers of the Company and 4) That these Resolutions shall I constitute a continuing authority to the designated person or persons to act on behalf of the Company, and the powers and authority granted herein shall continue until revoked by the Company and formal written notice of such revocation shall have been given to Creditor. These Resolutions do not supersede similar prior resolutions given to Creditor. I/We HEREBY FURTHER CERTIFY that pursuant to the formation document<; and any other appropriate documents of the Company as may be necessary, the following named person(s) have been properly designated and appointed to the posit ion(s)/office(s) Indicated below that such person(s) continue to hold such position(s)/Office(s) at the time of execution of the docu men tat Ion for the transaction w I th Creditor I and that tile signature(s) of such person(s) shown be I ow are genii I ine OFFICE NAME SIGNATURE PRESIDENT & CEO DAVID GOODMAN /S/ DAVID GOODMAN I/WE HEREBY FURTHER CERTIFY THAT, PURSUANT to the formation documents of the Company and any other appropriate documents of the Company as may be necessary, I/we have the power and authority to execute this Certificate on behalf of the Company, and that I/we have so executed this Certificate on the 1st day of June 2001. A copy of this Certificate, which is duly signed and which is received by facsimile transmission ("fax"), shall he deemed to be of the same force and effect as the original By: David Kearney --------------------------- SECRETARY (PRINT NAME) SECRETARY (Must The certified by another officer or director other than the the above authorized signer) 4100 ADDRESS FOR ALL NOTICES: PO Box 2177. 7659 S. W Mahawk Street Tualatin, OR 97062 GREAT AMERICAN INSURANCE COMPANY Bond Number: 5618559 KNOW ALL MEN BY THESE PRESENTS, that we, Stitch Networks Corporation, 500 N. Walnut Street, Kennett Square, PA 19348 (hereinafter called "Principal"), as Principal and Great American Insurance Company, 580 Walnut Street, Cincinnati, OH 45202, organized under the laws of the State of Ohio (hereinafter called "Surety"), as Surety, are held and firmly bound unto U.S. Bancorp Leasing & Financial, 7659 S.W. Mohawk Street, Tualatin, OR 97062 (hereinafter called "Obligee"), as Obligee, in the full and just sum of One Million FIVE Hundred Thousand $SI,500,000.00) Dollars for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents: WHEREAS, the Principal has by written agreement executed on June 1 2001, entered into a contract With the Obligee a Master Agreement for Vending Equipment. NOW, THEREFORE, the condition of this obligation is such that, if the Principal shall promptly and faithfully perform said Contract, then this obligation shall be null and void; otherwise to remain in full force and effect. PROVIDED, HOWEVER, this bond is executed by the Surety and accepted by the Obligee subject to the following conditions: 1. The penal sum of this bond will reduce to reflect the payments made throughout the term of the contract. 2. Under no circumstance shall the aggregate liability of the Surety exceed the penal sum above stated. 3. The Surety may cancel its liability by furnishing sixty (60) day written notification by registered or certified mail to the Obligee of its intention to cancel the bond. 4. Should the Surety furnish cancellation to the Obligee, the Principal shall file replacement security fourteen (14) days prior to the effective date of the cancellation. Failure to do so shall constitute loss to the Obligee recoverable under this bond. 5. No assignment of this bond shall be effective without the written consent of the Surety, however, Surety agrees to not withhold consent unreasonably. 6. No action, suit or proceeding shall be had or maintained against the Surety on this bond unless tile same be brought or instituted within sixty (60) days after the ten-nination or release of this bond. 7. Surety acknowledges and agrees that the obligation of Surety to pay any payment hereunder is unconditional and not subject to any offset, dispute, counterclaim or defense of any kind or nature. 8. This bond shall be effective for 39 (thirty-nine) months from the date of execution. Signed and Sealed this 4th day of June, 2001. STITCH NETWORKS, CORPORATION By: ----------------------------------- David H Goodman, President GREAT AMERICAN INSURANCE COMPANY ------------------------------------- (surely) By: ---------------------------------- William H Hutto Attorney-In-Fact ACKNOWLEDGMENT OF PRINCIPAL (Individual) STATE OF___________________ COUNTY OF__________________ On this _________day of ___________ in the year ___________, before me personally come(s)______________________ to me known and known to me to be the person(s) who (is) (are) described in and who executed the foregoing instrument and acknowledges to me that he executed the same. ---------------------------- NOTARY PUBLIC ACKNOWLEDGMENT OF PRINCIPAL (Partnership) STATE OF_________________ COUNTY OF________________ On this _________day of ___________ in the year ___________, before me personally comes(s) ________________________ a member of the co-partnership of _____________________________ to me known and known to me to be the person who is described in and who executed the foregoing instrument, and acknowledges to me that he executed the same as and for the act and deed of the said co-partnership. --------------------------- NOTARY PUBLIC . ACKNOWLEDGMENT OF PRINCIPAL (Corporation) STATE OF_________________________ COUNTY OF________________________ On this 5th day of June in the year 2001, before me personally come(s) David H Goodman, to me known, who, being by me duly sworn, deposes and says that he resides in the City of Delaware that he is the of the President of Stitch Networks Corporation the corporation described in and which executed this foregoing 'instrument; that he knows the seal of the said corporation that the seal affixed to the said instrument in such corporate seal, that it was so affixed by the order of the Boa d of directors of said corporation and that lie signed his name thereto by like order. ACKNOWLEDGMENT OF SURETY Notarial Seal STATE OF NEW YORK Julia D. Melendez, Notary Public COUNTY OF NEW YORK New Garden TWP., CHESTER County Mv Commission Expires July 5. 2004 On this 4th day of June in the year 2001 , before me personally come(s) WILLIAM H. HUTTO, Attorney(s)-in Fact of Great American Insurance Company with whom I am personally acquainted, and who, being by me duly sworn, says that lie reside(s) in OLD GREENWICH CT. that lie Is (are) the Attoiney(s)-in-Fact of Great American Company the Company described in and which executed the within instrument; that lie know(s) the corporate seal of such Company; and that the seal affixed to the within instrument is such corporate seal and that it was affixed by order of the Board of Directors of said Company, arid that lie signed said instrument as Attorney(s)-in-Fact of said Company by like order. ------------------------------- NOTARY PUBLIC SPENCER TI. ZETTLER NOTARY PUBLIC, STATE 0 NEW YORK NO. OIZE5082314 QUALIFIED IN NASSAU COUNTY COMMISSIONS EXPIRES JULY 21, 2001 GREAT AMERICAN INSURANCE COMPANY 580 WALNUT STREET * CINCINNATI, OHIO 45202513-369-5000 * FAX 513-723-2740 he number of persons authorized by this power of attorney is not more than No. 0 16964 TWO POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Ohio, does hereby nominate, constitute and appoint the person or persons named below its true and lawful attorney-in-fact, for it and in its name, place and stead to execute in behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, of other written obligations in the nature thereof, provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below. Name Address Limit of Power WILLIAM H. HUTTO ALL OF ALL SPENCER H.Zettler NEW YORK, NEW YORK $10,000,000 This Power of Attorney revokes all previous powers issued in behalf of the attorney(s)-in-fact named above. IN WITNESS WHEREOF the GREATAMERICAN INSURANCE COMPANY has caused these presents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this 27th day of April 2000 Attest GREAT AMERICAN INSURANCE COMPANY STATE OF OHIO, COUNTY OF HAMILTON - ss: On this 27th day of April, 2000 before me personally appeared DOUGLAS R. BOWEN, to me known, being duly sworn, deposes and says that he resided in Cincinnati, Ohio, that he is the Vice President of the Bond Division of Great American Insurance Company, the Company described in and which executed the above instrument; that he knows th Seal; that it was so affixed authority of his office under the By-Laws of said Company, and that he signed his name thereto by like authority. This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company by unanimous written consent dated March 1, 1993. RESOLVED: That the Division President, the Several Division Vice Presidents and Assistant Vice Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint . one or more Attorneys-In -Fact to execute on bahalf of the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof, to prescribe their respective duties and the respective limits of their authority, and to revoke any such appointment at any time. RESOLVED FURTHER: That the Company seal and the signature of any of THE AFORESAID OFFICERS AND any Secretary or Assistant Secretary of the Company may be affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undertaking, contract or suretyship or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company &4 ith the same force and effect as though manually affixed. CERTIFICATION 1, RONALD C. HAYES, Assistant Secretary of Great American Insurance Company, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of March 1, 1993 have not been revoked and are now in full force and effect. Signed and sealed this 4th day of June 2001. GREAT AMERICAN INSURANCE COMPANY STATEMENT OF DECEMBER 31,1999
Admitted A Liabilities Capital AND SURPLUS Bonds.................... $ 1,614,881,059 unpaid loan ......................2,126,099.587 stock ................... $ 76,694.671 received for underwriting expenses .............. 61,606,257 Mortgage loan on real estate$ 65,039,007 reserve for uncertained premiums ................ 512,935,997 Real estate not of Comcumbrances 57,217,080 Federal and foreign income taxes . . . .. .. . . Cash on hand and on deposit (10,095,334) Other liabalities . . . . . . . . . . . . . . .. 174,778,425 Short term investments 92,890,300 total liabilities................................2,585,864.007 Agents and premium balance 151,558,562 Capital Stock . . . . . . . .. . . .$ 15,440,600 Other admitted asset ...........306,272,003 Paid in 823,716,395 Special surplus funds 98,598,600 Unassigned funds . . . . . . . . . . 230,837,747 Policyholders Surplus ......... . . . . . . . . 1,168,593,342 Total .....................$ 3,754,457,344 Total . .....................................$ 3,714,417-348
Securities have been valued on the basis prescribed by the National Association of Insurance Commissionaire STATE OF OHIO SS: COUNTY OF HAMILTON Robert F. Amory Senior Vi" president and Treasurer, and Kearn Holley Herall Senior Vice President and Secretary duly sworn and for himaself DEPENDS and ")s &u they are the above described OFFICERS of THE GREAT AMERICAN Insurance Company of Cincinnati Ohio ' that said COMPANY ix a Corporation duly organized existing and engaged in business w a Surety by virtue of the laws of the State of Ohio and has duly complied with all the resuirements of the laws of Laid state APPLICABLE to &aid Company and ix duly qualified to &a " Surety under such laws that said C-mpuy has also complied with and is duly qualified in Act " Surety UNDER Public "w 97-258 acted September 13. 1982 (96 SEAL 1047 w amended S I U.S.C 9304-9308); that to the best of their knowledge and belief the above document is a full true and correct statement of the asset and Liabilities of the Company as of December 31, 1999. Subscribed and Sworn to before -------------------------------- this 23th 4.y in March 2000 Treasurer -------------------------------- Secretary ------------------------------------- JUDITH A. MORGAN SEAL NOTARY PUBLIC, STATE OF OHIO MY COMMISSION EXPIRES MAR. 10. 2004 GREAT AMERICAN. INSURANCE COMPANIES CHANGE RIDER To be attached to and form a part of Bond No. 5618559 dated June 4, 2001, in the amount of one million Five Hundred Thousand and 00/100 ($1,500,000.00)Dollars executed by Stitch Networks Corporation as Principal, and GREAT AMERICAN INSURANCE COMPANY, as Surety, and in favor of U.S. Bancorp Leasing & Financial as Obligee. It is agreed that the following, changes be made in the attached bond: "The termination date of the Surety Bond will be the earlier of full payment of the loan or January 31, 2005, whichever occurs first." Effective: June 4, 2001 Provided., however, that the attached bond as changed by this Rider shall be subject to all its agreements, conditions and limitations, and that the liability of the Surety under the attached bond and under the attached bond as changed by this Rider shall not be cumulative. ACCEPTED Stitch Networks Corporation -------------------------------- (Principal) U.S Bancorp Leasing & Financial GREAT AMERICAN INSURANCE COMPANY -------------------------------- (obligee) By: By: ---------------------------------- --------------------------------- title William H. Hutto Attorney-in-Fact GREAT AMERICAN INSURANCE COMPANY 580 WALNUT STREET * CINCINNATI, OHIO 45202 * 513-369-5000 * FAX 513-723-2740 number of persons authorized by this power of attorney is not more than No. 0 16964 TWP POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Ohio, does hereby nominate, constitute and appoint the person or persons named below its true and lawful attorney-in-fact, for it and in its name, place and stead to execute in behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof; provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below. Name Address Limit of Power WILLIAM H. HUTTO BOTH OF BOTH SPENCER H. ZETTLER NEW YORK, NEW YORK $10,000,000 This Power of Attorney revokes all previous powers issued in behalf of the attOTney(s)-in-fact named above. IN WITNESS WHEREOF the GREAT AMERICAN INSURANCE COMPANY has caused these presents to be signed and attested by ITS APPROPRIATE OFFICERS and its corporate seal hereunto affixed this 27th day of April 2000 Attest GREAT AMERICAN INSURANCE COMPANY STATE OF OHIO, COUNTY OF HAMILTON - SS: On this 27th day of April, 2000 before me personally appeared DOUGLAS R. BOWEN, to me known, being duly sworn, deposes and says that he resided in Cincinnati, Ohio, that he is the Vice President of the Bond Division of Great American Insurance Company, the Company described in and which executed the above instrument; that he knows the seal; that it was so affixed authority of his off-ice under the By-Laws of said Company, and that he signed his name thereto by like authority. This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company by unanimous written consent dated March 1, 1993. RESOLVED: That the Division President, the several Division Vice Presidents and Assistant Vice Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attorneys-In-Fact to execute on behalf of the Company' as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof. to prescribe their respective duties and the respective limits of their authority; and to revoke any such appointment at any time. RESOLVED FURTHER: That the Company seal and THE signature of an of the aforesaid officers and any Secretary or Assistant Secretary of the Company by may be affixed by facsimile to any power of attorney, or certificate of either given for the execution of any bond. undertaking, contract or Surey ship or other written obligation in the nature thereof, such signature and seal when so used being hereby by adopted by the Company as the original signature of such officer and the original seal of the Company to he valid and binding upon the Company with the same force and effect as though manually affixed. CERTIFICATION 1, RONALD C. HAYES, Assistant Secretary of Great American Insurance Company, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of March 1, 1993 have not been revoked and are now in full force and effect. Signed and sealed this 4th day of June 2001. Great American GENERAL INDEMNITY AGREEMENT THIS AGREEMENT is made by Stitch Networks Corporation of 500 N. Walnut Street, Suite 100, Kennett Square, PA 19348 (hereinafter jointly and severally called Undersigned) and GREAT AMERICAN INSURANCE COMPANY, its Affiliates (including but not limited to American National Fire Insurance Company, American Alliance Insurance Company and Agricultural Insurance Company) 580 Walnut St., Cincinnati, Ohio 45202 (hereinafter called Surety). WHEREAS, the Undersigned may desire or be required to give or procure surety bonds, undertakings or instruments of guarantee, and to renew, continue or substitute the same, hereinafter called Bonds, for itself or any present or future wholly or partially owned subsidiary or any subsidiary of a subsidiary of the Undersigned; or joint ventures or partnerships in combination with each other, now in existence or which may hereafter be created or acquired; or for any other entity upon written request of the Undersigned, whether in its own name or as co-adventurer with others; and/or the Undersigned has a substantial, material and beneficial interest in the obtaining of the Bond(s) or in the Surety's refraining from canceling said Bond(s); and WHEREAS, at the request of the Undersigned and upon the express understanding that this Agreement should be given, the Surety has or will execute or procured to be executed, and may from time to time hereafter execute or procure to be executed said Bonds on behalf of the Undersigned and/or any other related business entity. NOW, THEREFORE, in consideration of the premises the Undersigned, for itself, its successors and assigns, jointly and severally, hereby covenant and agree with the Surety, its successors and assigns, as follows: 1 That all the terms, provisions, conditions and agreements herein contained shall be JOINTLY AND SEVERALLY BINDING and obligatory upon the Undersigned with respect to any such Bond or Bonds heretofore or hereafter executed by the Surety for the Undersigned or its nominee, which Bond or Bonds shall be deemed to have been executed by the Surety at the request, in each instance, of the Undersigned. 2. To pay or cause to be paid to the Surety upon the execution of each such Bond a premium and to pay or cause to be paid in advance all subsequent premiums until all liability under each such Bond shall have terminated and until the Surety shall have received satisfactory evidence of such termination. 3. That the Undersigned will perform all the obligations of any such Bond or Bonds and will at all times exonerate, indemnify and keep indemnified the Surety from and against any and all liability, loss, costs, damages, expenses, counsel and attorney's fees, claims, demands, suits, judgments, orders and adjudications that the Surety shall or may for any cause at any time sustain, incur or become subject to by reason of executing any such Bond or Bonds, or by reason of obtaining or seeking to obtain a release therefrom or in enforcing any of the agreements herein contained. 4. That the Surety is hereby authorized, but not required, to make or consent to any change of-any kind whatsoever in any such Bond or Bonds whether given in connection with a contract or other-wise, without notice to or consent by the %Undersigned. 5. That in the event of claim or suit against the Surety on any such Bond or Bonds the. Undersigned shall immediately place the Surety in current funds sufficient to indemnify the Surety up to the full amount claimed or for which suit is brought. 6. That in any action brought against the Undersigned alone, the outcome of which might affect the liability of the Surety or in any action in which both the Undersigned and Surety are parties, notwithstanding the fact that the Undersigned may have engaged counsel to represent him/her them or it (as the case may be) and the Surety, or either of them, the Surety shall have the right to retain its own counsel if in its sole opinion the protection of its interests require it to do so, and the costs, expenses, counsel and attorneys' fees incurred or sustained thereby shall be a liability of the Undersigned hereunder. 7. That the Surety shall have the right to pay, adjust, settle or compromise any liability, loss, costs, expenses, counsel and attorneys' fees, claims, demands, suits, judgments, orders and adjudications upon or under any such Bond or Bonds and in such event an itemized statement thereof, sworn to by an officer or officers of the Surety, or the voucher or vouchers or other evidence of such payment, adjustment, settlement, or compromise, shall be conclusive evidence of the fact and extent of the liability of the Undersigned hereunder, provided such payment, adjustment, settlement, or compromise shall have been made by the Surety in good faith, believing itself liable therefor, whether liable or not S. That this Agreement shall, in all its terms and agreements be for the benefit of and protect any surety or sureties joining with the Surety in executing any such Bond or Bonds, or executing at the request of the Surety and such Bond or Bonds, as well as any surety or sureties assuming reinsurance thereupon. 9. The Undersigned will, on request of Surety, procure the discharge of Surety from any Bond(s) and all liability by reason thereof. If such discharge is unattainable, the Undersigned will, if requested by Surety, either deposit collateral with Surety, acceptable to Surety, sufficient to cover all exposure under such Bond(s), OR MAKE PROVISION ACCEPTABLE TO SURETY FOR THE FUNDING OF THE bonded obligation(s) 10. That separate suits may be brought hereunder as causes of action accrue, and the bringing of suit or recovery of judgment upon any cause of action shall not bar the bringing of other suits upon other causes of action whether theretofore or thereafter arising 11. That the failure of the Surety to insist upon strict compliance with any of the terms hereof shall not be considered to be a waiver of any such terms, nor shall it harm the rights (if tile Surety to insist upon strict compliance herewith at any nine thereafter whether in connection with the same or any other Bond or Bonds executed in reliance hereon 12. That lite taking by tile Surety from the Undersigned of 3 specific indemnity agreement or agreements in connection with a Bond or Bonds executed for any Undersigned shall in no way affect the operation of this General Indemnity Agreement as to Bonds theretofore or thereafter executed. 13. That if any provision of this Agreement shall be contrary to the laws of any State in which the same shall be sought to be enforced, the illegality or unenforceability of any such provision shall not affect the other terms, covenants and conditions hereof, and the same shall be binding upon the Undersigned with the same force and effect as though the illegal or unenforceable provision were not contained herein. 14. Surety shall have the right to decline to execute any Bond(s). 15. In making application for surety, it's understood that an investigative consumer report may be prepared whereby pertinent information concerning your character, reputation, personal characteristics and mode of living may be obtained, Information as to the nature and scope of this report may be obtained upon written request. By executing this agreement you are bound to Surety with respect to all Bonds executed, provided or procured or to be executed, provided or procured by Surety in behalf of any of the Undersigned. Signed, sealed and dated this 30)4 day of May 2001 Attest or Witness Stitch Networks Corporation ------------------------------------ ------------------------------- By: ------------------------------------ ------------------------------- DAVID H. Goodman President ------------------------------------ ------------------------------- ------------------------------------ ------------------------------- ------------------------------------ ------------------------------- ------------------------------------ ------------------------------- ------------------------------------ ------------------------------- 2 of 4 (CORPORATE ACKNOWLEDGMENT) STATE OF Pennsylvania COUNTY Of Chester On this 30 day of May in the year 2001 before me personally comes David H. Goodman to me known, who, being duly sworn, depose(s) and say(s) that he/she resides in the City of Mohawk DE that he/she is President of Stitch Networks Corporation the corporation described herein and which executed the foregoing instrument ; that he/she knows the seal of the said corporation; that the seal affixed to the said instrument is such co rate seal; that it was so affixed by the order of the Board of Directors of said corporation, and that he/she signed his/her name(s) thereto by corporate My commission expire July 5, 2004 -------------------------------- Notary Public Notarial Seal Julia D. Melendez, Notary Public New Garden TWP., CHESTER County Mv Commission Expires July 5. 2004 SS: (INDIVIDUAL ACKNOWLEDGMENT) STATE OF Pennsylvania COUNTY Of Chester On___________,before me _________________________________________________ (Date) (Name, Title of Officer - E.G. "Jane Doe, Notary) personally appeared _______________________ personally known to me or proved to (Name of Signer) me before me, on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal.___________________________. (Signature of Notary) STATE OF Pennsylvania COUNTY Of Chester On this 30 day of MAy in the year 2001 before me personally comes Daniel J Kearney , to me who, being duly sworn depose(s) and say(s) that he/she resides in the City of Glen MILLS, , that he/she is Secretary of the corporation described herein and which executed the foregoing instrument ; that he/she knows the seal of the said corporation; that the sea] affixed to the said instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of said corporation, and that he/she signed his/her name(s) thereto by like order. ---------------------------- Notary Public ----------------------------------- My commission expires July 5, 2004 Notarial Seal Julia D. Melendez, Notary Public New Garden TWP., CHESTER County Mv Commission Expires July 5. 2004 SS: 3 of 4 (INDIVIDUAL ACKNOWLEDGMENT) STATE OF COUNTY OF SS: On___________,before me _________________________________________________ (Date) (Name, Title of Officer - E.G. "Jane Doe, Notary) personally appeared _______________________ personally known to me or proved to (Name of Signer) me before me, on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal.___________________________. (Signature of Notary) (CORPORATE ACKNOWLEDGMENT) STATE OF COUNTY OF On this_______ day of____________ in the year 20_______ before me personally comes_______________________ to me known, who, being duty sworn, depose(s) and say(s) that he/she resides in the City of______________________ , that he/she is____________________________________ of the corporation described herein and which executed the foregoing instrument ; that he/she knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of said corporation, and that he/she signed his/her name(s) thereto by like order. ------------------------------ Notary Public ------------------------------------- My commission expires (INDIVIDUAL ACKNOWLEDGMENT) STATE OF COUNTY OF SS: On___________,before me _________________________________________________ (Date) (Name, Title of Officer - E.G. "Jane Doe, Notary) personally appeared _______________________ personally known to me or proved to (Name of Signer) me before me, on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal.___________________________. (Signature of Notary) 4 of 4 USBANCORP SCHEDULE TO MASTER LOAN LEASING & FINANCIAL AGREEMENT Stitch Networks Corporation 500 NORTH WALNUT ROAD Kennett Square, PA 19348 $200,000.00 Effective Date _______________ Schedule Number-001-00157,69-001 1. THIS SCHEDULE is made between Stitch Networks Corporation as Debtor, and U.S Bancorp Leasing & Financial, (which, together with its successors and assigns, shall be called the "Secured Party") Pursuant to the Master Loan Agreement dated as of May 22. 2001 between Debtor and Secured Party (the "Loan Agreement"), the terms of WHICH Including the definitions) are incorporated herein The. terms of the Loan Agreement and THIS Schedule together "I constitute a seperate instrument Capitalized terms used but not defined herein are used with the respective meaning specified in the Loan Agreement. If any terms hereof are inconsistent with the terms of the Loan Agreement, the terms here of shall prevail. 2. For value received, Debtor hereby promises to pay to the order of Secured Party the PRINCIPAL amount of Two Hundred Thousand and no/ 00 Dollars ($200,000.00) with interest on any outstanding principal balance at the rate9s) specified herein from the Effective Date hereof UNTIL this Schedule shall have been paid in full in accordance with the following payment schedule: Thirty Six (36) installments in the- amount of $6,359.73 each including the entire amount of interest accrued on this khedulc at the dine of payment of each installment. The first payment shall be due July 30, 2001 and a like payment shall be due on the same day of each succeeding month thereafter until the entire principal and Interest have been paid- At the time of the f-=l installment hereon, 211 unpaid principal and interest shall be due and owing. As a result, such final installement maybe substantially more or substantially less than the installments specified-ficrcin. 3. Debtor promises to pay interest on the principal balance OUTSTANDING AT a rate of 8-99 percent per annum. 4. Each of Debtor. if more than one, and all other parties who at any time may be liable hereon in any capacity, hereby jointly and severally waive diligence, demand presentment, presentment for payment, protest, notice of protest and notice of dishonor of this Schedule, and authorize the Secured Party, without notice, to grant extentions in the time of payment of and reductions in the rate of interest on any moneys owing on this Schedule 5, The following property is hereby made Collateral for all purposes under the Loan Agreement Film Product Dispensing Vending Machines See attached Exhibit A attached hereto and made a part hereof TOGETHER WITH ALL REPLACEMENTS, PARTS REPAIRS, ADDITIONS, ACCESSIONS AND Accessories INCORPORATED Therein OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. 6. The Collateral hereunder shall be based at the following location(s) See attached Exhibit A attached hereto and made a part hereof IN WITNESS WHEREOF, Debtor has executed this Schedule this day of 2001. U.S. Bancorp Leasing & Financial Stitch Network Corporation By: BY: An Authorized Officer Daniel Kearney Vice President General Counsel ADDRESS FOR ALL. NOTICES; FO Box 2177.7659 S.W. Mohawk Street Tualatin OR 97067 USBANCORP CERTIFICATE OF AUTHORITY (LEASE/LOAN) Leasing & Financial I/We HEREBY CERTIFY to U.S Bancorp Leasing & Financial (the "Creditor") that: a) I/We am/are the person(s) authorized to certify on behalf of Stitch Networks Corporation, a' business entity (the "Company") organized and maintaining good standing under the laws of the State of Delaware; b) the following is a true and correct copy of certain Resolutions duly adopted of voted by the Board of Directors, Members or Managers, as appropriate, of the Company; c) I/we have placed a copy of such Resolutions in the official records of the Company, d) such Resolutions have not been rescinded, amended, or otherwise altered or repealed-, and e) such Resolutions are now in full force and effect arid are *in full compliance with the formation documents of the Company, as such may have been amended. The Company has resolved the following: 1) That die Company from time to time leases personal property and/or borrows money or otherwise obtains credit from Creditor and that the entire amount of leasing, borrowing or credit under this resolution at any one time, whether direct or indirect absolute or contingents shall be unlimited, 2) That any one of the officers, agents, members, or managers designated below is hereby authorized to borrow money and to obtain credit and other financial accomodations (including the leasing of personal property) for the Company,- and to execute and deliver on behalf of the Company any and all documentation required in connection therewith in such form and containing such terms and conditions as the person(s) executing such documents shall approve as being advisable and proper and in the best interests of the Company; and that the execution thereof by such person(s) shall be conclusive evidence of such approval; arid. as security for the Company's obligations to Creditor to pledge, assign, transfer, mortgage, grant a security interest in, hypothec ate, or otherwise encumber any and all property of the Company, ,Whether tangible or intangible-, and to execute and deliver all instruments of assignment and transfer; 3) That any officer, member, manager, agent o+ employee of the Company is hereby further authorized to take any and all such other actions as may be necessary to carry out the intent and purposes of these Res lutions, and that any and all actions taken by such person(s) to carry out such intent and purposes prior to the adoption of theses Resolutions are hereby ratified and confirmed by, and adopted as the action of, the managers of the Company; and 4) That these, Resolutions shall constitute a continuing authority to die designated person or per-sons to act on behalf of the Company, and the powers and authority granted herein shall continue until revoked by the Company and formal written notice of such revocation shall have been given to Creditor. These Resolutions do not supersede similar prior resolutions given to Creditor. I/WE HEREBY FURTHER CERTIFY that pursuant to the formation documents and any other appropriate docu ments of the Company as may be necessary, the following named person(s) have been properly designated and appointed to the position(s)/office(s) *indicated below, that such person(s) continue to hold such position(s)/office(s) at the time of execution of the documentation for the transaction(s) with Creditor, and that the signature(s) of such person(s) shown below are genuine. OFFICE NAME SIGNATURE Vice President & General Counsel Daniel J. Kearney /s/ Daniel J. Kearney I/WE HEREBY FURTHER CERTIFY THAT, PURSUANT TO THE FORMATION DOCUMENTS OF THE Company, and any other appropriate documents of the Company as may be necessary, I/we have the power authority to execute this Certificate on behalf of Company, and that I/we have so executed this Certificate on the 27th day of June 2001. A copy of this Certificate, which is duly signed and wh ich s received by facs ile transmission ("fax"), shall be deemed to be of the same force and effect as the original By: Philip Calamia Chief Financial Officer (Must be certified by another officer or director other than the above authorized signer) ADDRESS FOR ALL NOTICES: PO Box 2177, 7659 S.W. Mohawk street Tualatin, OR97062 USBANCORP SCHEDULE TO MASTER LOAN Leasing & Financial AGREEMENT Stitch Networks Corporation 500 North Walnut Road Kennett Square, PA 19348 $200,000.00 Effective Date______________ Schedule Number -001-0015769-001 1. THIS SCHEDULE is made between Stitch Networks Corporation as Debtor, and U.S. Bancorp Leasing & Financial, (which, together with its successors and assigns, shall be called the "Secured Party") pursuant to the Master Loan Agreement dated as 1 of May 22, 2001 between Debtor and Secured Party (the "Loan Agreement"), the terms of which (including the definitions) are incorporated herein- the terms of the loan agreement and fl-& SCHEDULE TOGETHER shall constitute a separate instrument. Capitalized terms used but not defined herein are used with the respective meanings specified in the Loan Agreement. If any terms hereof are inconsistent with the terms of the Loan Agreement, the ten-ns hereof shall prevail. 2. For value received, Debtor hereby promises to pay to the order of Secured Party the principal amount of Two Hundred Thousand and no/1 00 Dollars (S200,000.00) with interest on any outstanding principal balance at the rate(s) specified herein from the Effective Date hereof until this Schedule shall have been paid 'in full in accordance with the following payment schedule: Thirty Six (36) installments in the amount of $6,359.73 each -including the entire amount of interest accrued on this Schedule at the time c of payment of each installment. The first payment shall be due July 30, 2001 and a like payment shall be due on the same day of each succeeding month thereafter until the entire principal and interest have been paid. At the time of the final installment hereon, all unpaid principal and interest shall be due and owing. As a result, such final installment may be substantially more or substantially less than the installments specified-herein. 3. Debtor promises to pay interest on the principal balance outstanding at a rate of 8.99 percent per annum. 4. Each of Debtor, if more than one, and all other parties who at any me may be liable hereon in any capacity, hereby Jointly and severally waive diligence, demand, presentment presentment for payment, protest, notice of protest and notice of dishonor of this Schedule, and authorize the secured Party, without notice, to grant extensions in the time of payment of and reductions in the rate of interest on any moneys owing on this Schedule. 5. The following property is hereby made Collateral for all purposes under the Loan Agreement: Film Product Dispensing Vending Machines See attached Exhibit A attached hereto and made a part hereof TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. 6. The Collateral hereunder shall be based at the following location(s): See attached Exhibit A attached hereto and made a part hereof IN WITNESS WHEREOF, Debtor has executed this Schedule this day of 2001. U.S. Bancorp Leasing & Financial Stitch Network Corporation By: BY: An Authorized Officer Daniel Kearney Vice President General Counsel ADDRESS FOR ALL. NOTICES; FO Box 2177.7659 S.W. Mohawk Street Tualatin OR 97067 USBANCORP EQUIPMENT ACCEPTANCE AND AUTHORIZATION TO PAY PROCEEDS LEASING & FINANCIAL AND LOAN AMENDMENT Schedule Number -00 1-00 15769-001 To: U.S. Bancorp Leasing & Financial Re: Schedule to Master Loan Agreement dated as of Leasing, & Financial, as Secured Party, and Stitch Networks Corporation, as Debtor. (the "Agreement") between U.S. Bancorp YOU ARE HEREBY AUTHORIZED TO DISBURSE THE PROCEEDS of the loan evidenced by the Agreement as follows for the purchase of the personal property specified (the "Collateral"): $200,000-00 Stitch Networks Corporation Film PRODUCT DISPENSING VENDING MACHINES SEE ATTACHED EXHIBIT A ATTACHED HERETO and made a part hereof TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. TOTAL AMOUNT TO BE DISBURSED $200,000.00 YOU ARE HEREBY FURTHER AUTHORIZED to insert in the Agreement the date of disbursement of funds under this Authorization as the Effective Date of the Agreement WE HEREBY CERTIFY AND ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the Collateral has been delivered to us-, b) any necessary installation of the Collateral has been fully and satisfactorily performed; c) after full inspection thereof, we have accepted the Collateral for all purposes as of the date hereof, d) upon the disbursement of the proceeds of the loan as set forth above, the Secured Party WILL have FULLY and satisfactorily satisfied all its obligat ions under the Agreement; e) any and all conditions to the effectiveness of the Agreement or to our obligations under the Agreement have been satisfied- f) we have no defenses, set-offs or counterclaims to any such obligations; and, g-) the Agreement is in full force and effect WE HEREBY REPRESENT AND WARRANT FOR THE BENEFIT OF SECURED PARTY THAT: a) any right we may have now or 'in the future to reject the Collateral or to revoke our acceptance thereof has tern-u-natcd as of the date hereof-, b) we hereby waive any such right; c) the date of this Authorization is the earliest date upon which the certifications, acknowledgments, representations and warranties made herein could be correctly and properly made. We hereby acknowledge that the Secured Party is relying on this Authorization as a condition to disbursing the proceeds of the loan as set forth above. IN WITNESS WHEREOF, we have executed this Certificate as of 27th day June Upon satisfactory installation and Stitch Networks Corporation Delivery please sign, date and return to: U.S. Bancorp Leasing & Financial BY:/S/ Daniel kearney PO Box 2177 Daniel Kearney 7659 S.W. Mohawk Street Vice President & GeneraL Counsel Tualatin, OR 97062 4/00 EXHIBIT A KODAK 600E FIELD MACHINES
Count Location City State Serial Number ------------------------------------------------------------------------------------------------------------ I Wonderland Pier - Ticket Booth Outside Ocean City NJ 1374-6459AW ------------------------------------------------------------------------------------------------------------ 2 Jeepers - Rockville Rockville MD 1376-6459AW ------------------------------------------------------------------------------------------------------------ 3 FL Splendid C i a Garden Kissimmee FL 1377-6459AW ------------------------------------------------------------------------------------------------------------ 4 Malibu Castle. Redwood Redwood City CA 1378-6459AW ------------------------------------------------------------------------------------------------------------ 5 Fun Spot Action Park - Outdoors Orlando FL 1380-6459AW ------------------------------------------------------------------------------------------------------------ 6 Palace Park - Arcade Redemption Counter Irvine CA 1381-6459AW ------------------------------------------------------------------------------------------------------------ 7 Morey's Piers - Hunts Wildwood NJ 1382-6459AW ------------------------------------------------------------------------------------------------------------ 8 Eastman Kodak 7 3RD FLOOR LOBBY Atlanta GA 1385-6459AW ------------------------------------------------------------------------------------------------------------ 9 Fiyers Skate Zone - Snack Zone Voorhees NJ 1386-6459AW ------------------------------------------------------------------------------------------------------------ 10 Boomers - Outside Back Door Boca Raton FL 1387-6439AW ------------------------------------------------------------------------------------------------------------ 11 Codorus State Park - Pool Area Hanover PA 1388-6459AW ------------------------------------------------------------------------------------------------------------ 12 Oglebay's Good Zoo - White Tiger Exhibit Wheeling WV 1390-6459AW ------------------------------------------------------------------------------------------------------------ 13 Dallas S one - Indoors Dallas TX 1395-6459AW ------------------------------------------------------------------------------------------------------------ 14 Memphis Queen Line Company - Dock MEMPHIS TN 1396-6459AW ------------------------------------------------------------------------------------------------------------ 15 The Falls Restaurant . Mt. Laurel NJ 1397-6459AW ------------------------------------------------------------------------------------------------------------ 16 Palm Court Room - OED Memphis TN 1404-6459AW ------------------------------------------------------------------------------------------------------------ 17 Hershey Park - Entertainment Stage Hershey PA 1405-6459AW ------------------------------------------------------------------------------------------------------------ 18 Jeepersl - Greenbelt Greenbelt MD 1406-6459AW ------------------------------------------------------------------------------------------------------------ 19 Big Kahuna's - Ticket Counter Go Karts Destin FL 1407-6459AW ------------------------------------------------------------------------------------------------------------ 20 Big Kahuna's Top of Water Slide Destin FL 1408-6459AW ------------------------------------------------------------------------------------------------------------ 21 Penn's Landing - Walnut Plaza Philadelphia- PA 1409-6459AW ------------------------------------------------------------------------------------------------------------ 22 Oglebays Good Zoo - Schenk Lake Wheeling WV 1410-6459AW ------------------------------------------------------------------------------------------------------------ 23 Harbor Cruises - Ticket Booth Boston MA 1411-6459AW ------------------------------------------------------------------------------------------------------------ 24 Family Fun CTR - Inside Arcade San Diego CA 1412-6459AW ------------------------------------------------------------------------------------------------------------ 25 Six Flags St- Louis - SS Dry Goods St Louis MO 1416-6459AW ------------------------------------------------------------------------------------------------------------ 26 Deno's Wonder Wheels - Sea Serpent Coney ISl nd NY 1422-6459AW ------------------------------------------------------------------------------------------------------------ 27 Yankee Stadium Bronx NY 1739-6424CV ------------------------------------------------------------------------------------------------------------ 28 Flyers Skate Zone - Snack Zone Atlantic City NJ 4059-6469BW ------------------------------------------------------------------------------------------------------------ 29 Penn's Landing - Visitors Center Philadelphia PA 4060-6469BW ------------------------------------------------------------------------------------------------------------ 30 Six Flags St. Louis - Hurricane Harbor St. Louis MO 4061-6469BW ------------------------------------------------------------------------------------------------------------ 31 Morey's Pier - Mariner's Wildwood NJ 4062-6469BW ------------------------------------------------------------------------------------------------------------ 32 NJ State Aquariu m - Gift Shop Camden NJ 4063-64696W ------------------------------------------------------------------------------------------------------------ 33 Hershey Park - Chaos Hershey PA 4065-&469BW ------------------------------------------------------------------------------------------------------------ 34 Speedzone LA- Outdoors City of Industry CA 4066-6469BW ------------------------------------------------------------------------------------------------------------ 35 Museum of Science & industry Tampa FL 4068-6469BW ------------------------------------------------------------------------------------------------------------ 36 Deno's Wonder Wheels - Ticket Booth Coney island NY 4070-6469BW ------------------------------------------------------------------------------------------------------------ 37 Sun Valley Beach - Swimming Pool Powder Springs GA 4071-6469BW ------------------------------------------------------------------------------------------------------------ 38 Dallas Speedzone, - Outdoors Dallas TX 4072-W9BW ------------------------------------------------------------------------------------------------------------ 39 Zoo Atlanta Atlanta GA 4073-6469BW ------------------------------------------------------------------------------------------------------------ 40 Jeepersl Glen Burnie MD 4074-6469BW ------------------------------------------------------------------------------------------------------------ 41 Marple's Sports Arena Broomall PA 4075-64698W ------------------------------------------------------------------------------------------------------------ 42 Clementon Amusement Park - Entrance Clementon NJ 4079-6469BW ------------------------------------------------------------------------------------------------------------ 43 Flyers Skate Zone - Outside Gameroom Pennsauken NJ 4086:64-69BW ------------------------------------------------------------------------------------------------------------ 44 Morey's Piers -Wild Wheels Wildwood NJ 4081--6469BW ------------------------------------------------------------------------------------------------------------ 45 Boomers - Outside to Amusement Rides Dania Beach FL 4082-6469BW ------------------------------------------------------------------------------------------------------------ 46 Family Fun Factory - Game Floor St Augustine FL 4083-6469ffiff ------------------------------------------------------------------------------------------------------------ 47 Malibu Grand Prix Redwood City CA 4084-&469BW ------------------------------------------------------------------------------------------------------------ 48 NJ State Aquarium - Outside Entrance Camden NJ 40&5--6469BW ------------------------------------------------------------------------------------------------------------ 49 Wonderland Pier - Inside Carousel Ocean City NJ 4089-66,469BW ------------------------------------------------------------------------------------------------------------ 50 Splash Zone Interactive Water Park Wildwood NJ 4090-6469BW ------------------------------------------------------------------------------------------------------------ 51 Jeepers! - Westview Mall Baltimore MD- 4091-6469BW ------------------------------------------------------------------------------------------------------------ 52 Sports N Games Funplex East Hanover NJ 4092-6469BW ------------------------------------------------------------------------------------------------------------ 53 Celebration Station - Party Room Houston TX 4093-6469BW ------------------------------------------------------------------------------------------------------------ 5-4 Buffalo ffal, Zoo - Gorilla Habitat Buffalo NY 4094-6469BW ------------------------------------------------------------------------------------------------------------
Exhibit A --------- KODAK 600E FIELD MACHINES
Count Location CITY State Serial Number ----------------------------------------------------------------------------------------------------------- 55 Boomers - P Room Dania Beach FL 4097-6469BW ----------------------------------------------------------------------------------------------------------- 56 Boomers - Front Lobby Boca Raton FL 4099--6469BW ----------------------------------------------------------------------------------------------------------- 57 Speedzone LA- Indoor's City of Industry CA 4100-6469BW ----------------------------------------------------------------------------------------------------------- 58 Jeepersl - McLean Blvd. Baltimore MD 4102-6469BW ----------------------------------------------------------------------------------------------------------- 59 Malibu Grand Prix - Gwinnett Norcross GA 4104-45469BW ----------------------------------------------------------------------------------------------------------- 60 Santa Cruz Beach Boardwalk Santa Cruz CA 4105-64698W ----------------------------------------------------------------------------------------------------------- 61 Harbor Cruises - Gate 4 B-oston AAA 4106-6469BW ----------------------------------------------------------------------------------------------------------- 62 FL Splendid China - Temple of light Kissimmee FL 4108-6469BW ----------------------------------------------------------------------------------------------------------- 63 Philadelphia Airport - Escalator Philadelphia PA 6459-1375BW ----------------------------------------------------------------------------------------------------------- 64 Philadelphia Airport -.13aggage Claim C Philadelphia PA 6459-1392BW ----------------------------------------------------------------------------------------------------------- 65 Killington - Snow Shed Killington VT 6459-1398BW ----------------------------------------------------------------------------------------------------------- 66 Steamboat Steamboat Springs CO 6459-1413BW ----------------------------------------------------------------------------------------------------------- 67 Mt. Snow West Dover VT 6459-1419BW ----------------------------------------------------------------------------------------------------------- 68 PH L Zoo - Carnivore Testing BAG PHONE Philadelphia PA 6469-4083BW ----------------------------------------------------------------------------------------------------------- 69 enter Tukwila WA 6469-4096BW ----------------------------------------------------------------------------------------------------------- 70 Penn's Landing Philadelphia PA 64--6-9-4098BW ----------------------------------------------------------------------------------------------------------- 71 Lackland AFB San Antonio TX 6469-4101BW- ----------------------------------------------------------------------------------------------------------- 72 PHL Zoo - Carnel/Elephant Philadelphia PA 6469-4108BW ----------------------------------------------------------------------------------------------------------- 73 PHL Zoo - Children's Zoo, Philadelphia PA 8307-3142AW ----------------------------------------------------------------------------------------------------------- 74 PHL Zoo - North Gate Philadelphia PA ----------------------------------------------------------------------------------------------------------- 75 PHL Zoo - South Gate Philadelphia- PA -----------------------------------------------------------------------------------------------------------
Stitch Networks Corporation By: /S/ Daniel J Kearney -------------------------------- Daniel J Kearney Vice President & General Counsel LOAN AMENDMENT, IF APPLICABLE (May Be DISCARDED If No Amendment Is Necessary) Ms Amendment pertains to Schedule Number -00 1-0015769-001 for the Schedule to Master Loan Agreement, dated as of June 25 2001, between Bancorp Leasing & Financial as Secured Party and Stitch Networks Corporation as Debtor (the "Agreement"): TO THE EXTENT THAT THE INFORMATION SET FORTH IN THE AGREEMENT REQUIRES MODIFICATION, SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY AMENDED AS FOLLOWS The monthly installment is $_______________________ The total amount financed is $______________________ The model/serial number of the Collateral is_________________________ The first monthly 'installment is due on_____________________________ Other._______________________________________________________________________ _____________________________________________________________________________ All provisions of the Agreement other than those which are inconsistent with the provisions of this Amendment are hereby ratified and confirmed. If no information has been Inserted above- the (terms of the Agreement shall remain unchanged. IN WITNESS WHEREOF, we have executed this Amendment as of the_______ day of___________ 20_____. [EXECUTION OF THIS PACE IS ONLY REQUIRED IF AMENDMENT INFORMATION HAS BEEN INSERTED ABOVE)
If execution is required, please sign, date and return Stitch Networks Corporation this page along with Page One of this Certificate to: U.S. Bancorp Leasing & Financial PO Box 2177 By: 7659 S-W. Mohawk Street Daniel Kearney Tualatin, OR 97062 Vice President & General Counsel AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE ARE ACKNOWLEDGED AND APPROVED BY SECURED PARTY. U.S. Bancorp Leasing & Financial By: ---------------------------------- An Authorized Officer Thereof 4/00
USBANCORP INSURANCE AUTHORIZATION Leasing & Financial AND VERIFICATION Date: " June 25, 2001 Schedule Number:-001-00t5769-001 To: Stitch Networks Corporation (the "Customer") From U.S. Bancorp Leasing& Financial ("Creditor") PO Box 2177, 7659 S.W. Mohawk Street Tualatin, OR 97062 TO THE CUSTOMER: Please execute below and return this to Creditor with your document package e- Creditor will fax this document to your insurance agent for verification. In connection with one or more financing arrangements, Creditor requires that its insurable interest in the financed property (the -Property") be described as "Creditor 2nd its successors and assigns shall be covered as Additional Insured and Loss Payee with regard to all equipment financed or leased by Policy Holder through or from Creditor." The required coverage must include, but is not limited to. fire. extended coverage, vandalism, theft and genera) liability. If such coverage is not provided within 15 days, we have the right to purchase such insurance at your expense. Should you have any questions, Please contact our Insurance Department at (503) 797-027T CUSTOMER AUTHORIZES THE AGENT NAMED below: 1) to complete and return this letter as indicated; and 2) to endorse the policy and subsequent renewals to reflect the required coverage
Agent: Insurance & Financial Services, Ltd. Stitch Networks Corporation Address: 664 Yorklyn Road, P.O. Box 070 Hockessin,DE 19707-0970 By: Phone: (302)-239-2355 Daniel Kearney Fax: (302)-239-5722 Vice President & General Counsel E-Mail
TO THE AGENT: In lieu of providing a Certificate, Please execute this letter in the space below and promptly fax it i& Creditor at (503) 797-0287. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Print Name Of Agency: ----------------------------------- By: ------------------------------------------ Print Name: Date: --------------------------------- ----------------------------- Property Description: Film Product Dispensing Vending Machines See attached Exhibit A attached hereto and made part hereof TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL OF THE FOREGOING, INCLUDING, 'WITHOUT LIMITATION INSURANCE RECOVERIES Insurable Value: $200,000.00 5/01 USBANCORP FIRST PAYMENT INVOICE Leasing & Financial PLEASE RETURN THIS PORTION WITH YOUR PAYMENT SCHEDULE NUMBER -001-0015769-001 DUE DATE July 30, 2001 CREATE DATE June 25, 2001 AMOUNT DUE $6,359.73 Stitch Networks Corporation U.S. Bancorp Leasing & Financial 500 North Walnut Road 7659 S.W. Mohawk street Kennett Square, PA 19348 Tualatin, OR 97062 Attention: Daniel Kearney Customer Phone Number: (888) 427-8743 >>>>>>>> PLEASE ]RETAIN THIS PORTION' FOR YOUR RECORDS <<<<<<<< U.S. Bancorp Leasing & Financial ACCOUNT: -001-0015769-001 7659 S.w. Mohawk Street AMOUNT DUE: $6,359.73 Tualatin, OR 97062 DUE DATE: July 30, 2001 CREATE DATE:June 25, 2001 INVOICE SUMMARY QUESTIONS? PLEASE CALL 800-253-3469 ------------------------------------------ -------------------------------- CURRENT CHARGES [(PAYMENT ONE(])] $6,359.73 ------------------------------------------ -------------------------------- ------------------------------------------ -------------------------------- ------------------------------------------ -------------------------------- ------------------------------------------ -------------------------------- TOTAL CURRENT CHARGES S6,359.73 ------------------------------------------ -------------------------------- TOTAL AMOUNT DUE THIS INVOICE MUST MUST BE PAID WITHIN TEN (10) DAYS OF DUE DATE TO AVOID LATE CHARGES EXHIBIT "A" INTERIM -AUTHOMATTON TO PAY Re. Interim Funding and Rental Addendum dated May 22,2001 ("Addendum!) between U-S Bancorp Leasing, & Financial ("Secured Party") and Stitch Networks Corporation ('Debtor") Stitch Networks Corporation, hereby authorizes U.S. Bancorp Leasing & Financial to pay a TOTAL of S54,900.00 to Seller(s) under the Invoices(s) to pay for property described in the Invoice No.(s) listed below and attached hercto, which shall thereafter be "Collateral" as defined in the Addendum. Interim Payments (as defined in the Addendum) will accrue until the final installation and acceptance of the Collateral and the execution of a Schedule to Master Loan Agreem ent between the undersigned and US- Bancorp Leasing &- Financial covering such Collateral. Vendor(s)/Seller(s) Invoice No.(S) Invoice Date(s) Invoice(s) Amount Dixie-Narco 572621 06.06.01 54,900.00 Dated as of: -------------------------------- DEBTOR SECURED PARTY Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: BY: Daniel Kearney An. Authorized officer Vice President & General Counsel 5/00 ADDRESS FOR ALL NOTICES: PO B0X 2177, 7659 S.W_Mohawk Street. Tualatin OR 97002 Exhibit "A" INTERIM AUTHORIZATION TO PAY Re: Interim Funding and Rental Addendum dared May 22,2001 (Addendum") between U.S. Bancorp Leasing & Financial ("Secured Party") and Stitch Networks Corporation ("Debtor'). Stitch Networks Corporation, hereby authorizes U.S. Bancorp LEASING & FINANCIAL to pay a total of $97,600.00 to Seller(s) under the Invoices(s) to pay for property described in the Invoice No.(s) listed below and attached hereto which shall thereafter be "Collateral" as defined in the Addendum Interim Payments (as defined in the Addendum) will accrue until the final installation and acceptance of the Collateral and the execution of a Schedule to Master Loan Agreement between the undersigned and U.S- Bancorp Leasing & Financial covering such Collateral. Vendor(s)/Scller(s) Invoice No.(s) Invoice Date(s) Invoice(s) Amount Dixie-Narco 571523 05.31.01 97,600.00 Dated as of: ----------------------------------- DEBTOR SECURED PARTY Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: BY: Daniel Kearney An. Authorized officer Vice President & General Counsel 5/00 ADDRESS FOR ALL NOTICES: PO B0X 2177, 7659 S.W_Mohawk Street. Tualatin OR 97002 EXHIBIT "A" INTERIM AUTHORIZATION TO PAY Re: Interium Funding and Rental addendum dated May 22, 2001 ('Addendum") between U-S- Bancorp Leasing & Financial (Securcd Party") and Stitch Networks Corporation ("Debtor") Stitch Network Corporation hereby authorizes U.S. BANCORP LEASING & FINANCIAL TO PAY a TOW of S57,969.53 to Seller(s) under die Invoice(s) to pay far property described in the Invoice No.(s) listed below and attached hereto which shall thereafter be "collateral" as defined in the Addendum Interim payments (is defined in the addendum will accrue until the final installation and acceptance of the collateral and the execution of a schedule to Master Loan agreement between the undersigned and US bancorp leasing & Financial covering such Collateral Vendor(s)/Seller(s) Invoice No.(s) Invoice date (s) Invoice(s) Amount Dixie Narco 581056 07.25.01 $13,300.00 Dixie Narco 576222 O6.25.01 $7,361.01 Dixie NArco 576226 06.25.01 $3,638,00 Dixie Narco 576357 06.25.01 $3,570.00 Dixie Narco 576432 06.26.01 $7,361.01 Dixie Narco 576434 05.26.01 $3,400.00 Dixie Narco 577571 07.02.01 $3.604.00 Dixie Norco 577815 07.05.01 $3,595.51 Dixie Narco 578614 07.10.01 $7,140.00 Dated as of: ------------------------------------ DEBTOR SECURED PARTY Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: BY: Daniel Kearney An. Authorized officer Vice President & General Counsel 5/00 ADDRESS FOR ALL NOTICES: PO B0X 2177, 7659 S.W_Mohawk Street. Tualatin OR 97002 EXHIBIT "A" INTERIM AUTHORIZATION TO PAY Re: Interim Funding and Rental Addendum dated May 22, 2001 ( "Addendum ") between U.S- Bancorp Leasing & Financial ("Secured Party") and Stitch Networks Corporation ("Debtor"). Stitch Networks Corporation, hereby authorizes U.S. Bancorp Leasing & Financial to pay a total of S35,438.74 to Seller(s) under The Invoices(s) to pay for property described -in the Invoice No.(s) listed below and attached hereto, which shall there-after be "Collateral" as defined in the Addendurn Interim Payments (as defined hi the Addendum) will accrue until the final installation and acceptance of the Collateral and the execution of a Schedule to Master Loan Agreement between the undersigned and U.S. Bancorp Leasing &- Financial covering such Collateral. Vendor(s)/Seller(s) Invoice No.(s) Invoice Date(s) Invoice(s) Arnount Dixie Narco 576333 06.25.01 10,200.00 Dixie Narco 577307 06.29.01 7,361.01 Dixie Narco 577562 07.02.01 3,400.00 Dixie Narco 578216 07-09.01 3,573.39 Dixie Narco 578612 07.10.01 3,672.00 Dixie Narco 578613 07.10.01 3,658.95 Dixie Narco 578615 07.10.01 3,573.39 Dated as of: ------------------------------- DEBTOR SECURED PARTY Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: BY: Daniel Kearney An. Authorized officer Vice President & General Counsel 5/00 ADDRESS FOR ALL NOTICES: PO B0X 2177, 7659 S.W_Mohawk Street. Tualatin OR 97002 INTERIM AUTHORIZATION TO PAY Re- Interim Funding and Rental Addendum dated May 22,2001 ("Addendum") between U.S BAncorp Leasing & Financial ("Secured Party and Stitch Networks Corporation ('Debtor"). Stitch Networks Corporation hereby authorizes 'U.S. Bancorp Leasing & Financial to pay a total of $61,795.01 to Seller(s) Under the invoices(s) to pay for Property described in the Invoice No.(s) listed below and attached hereto which shall thereafter be 'Collateral" defined in the Addendum. Interim Payments (as defined in THE Addendum) will accrue until the final installation and acceptance of the Collateral and execution of a Schedule to Master Loan Agreement between the undersigned and U.S, Bancorp Leasing & financial covering such Collateral Vendor(s)/Seller(s) Invoice No.(s) Invoice Datc(s) Invoice(s) Amount Dixie Narco 577564 07.02.01 $7,140.00 Dixie Narco 577822 07.05.01 $3.604.00 Dixie Narw 577823 07.05.01 $11,016.00 Dixie Narco 579040 07.12.01 $7,242.00 Dixie Narco 579221 07.13.01 $7,361.01 Dixie Narco 579452 07.16.01 $11.016.00 Dixie NArco 679453 07.16.01 $14,416.00 Dated as of: ---------------------------------- DEBTOR SECURED PARTY Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: BY: Daniel Kearney An. Authorized officer Vice President & General Counsel 5/00 ADDRESS FOR ALL NOTICES: PO B0X 2177, 7659 S.W_Mohawk Street. Tualatin OR 97002 INTERIM AUTHORIZATION TO PAY Re- Interim Funding and Rental Addendum dated May 22,2001 ("Addendum") between U.S BAncorp Leasing & Financial ("Secured Party and Stitch Networks Corporation ('Debtor"). Stitch Networks Corporation hereby authorizes 'U.S. Bancorp Leasing & Financial to pay a total of $61,795.01 to Seller(s) Under the invoices(s) to pay for Property described in the Invoice No.(s) listed below and attached hereto which shall thereafter be 'Collateral" defined in the Addendum. Interim Payments (as defined in THE Addendum) will accrue until the final installation and acceptance of the Collateral and execution of a Schedule to Master Loan Agreement between the undersigned and U.S, Bancorp Leasing & financial covering such Collateral Vendor(s)/Seller(s) Invoice No.(s) Invoice Datc(s) Invoice(s) Amount Dixie Narco 577564 07.02.01 $7,140.00 Dixie Narco 577822 07.05.01 $3.604.00 Dixie Narw 577823 07.05.01 $11,016.00 Dixie Narco 579040 07.12.01 $7,242.00 Dixie Narco 579221 07.13.01 $7,361.01 Dixie Narco 579452 07.16.01 $11.016.00 Dixie NArco 679453 07.16.01 $14,416.00 Dated as of: ---------------------------------- DEBTOR SECURED PARTY Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: BY: Daniel Kearney An. Authorized officer Vice President & General Counsel 5/00 ADDRESS FOR ALL NOTICES: PO B0X 2177, 7659 S.W_Mohawk Street. Tualatin OR 97002 INTERIM AUTHORIZATION TO PAY Re- Interim Funding and Rental Addendum dated May 22,2001 ("Addendum") between U.S BAncorp Leasing & Financial ("Secured Party and Stitch Networks Corporation ('Debtor"). Stitch Networks Corporation, hereby authorizes U.S- BANCORP LEASING & FIANANCIAL to pay a total of S32,134-53 to Seller(s) under the lnvoices(s) Do pay for property described in the Invoice No.(s) listed below =d attached hereto which shall thereafter be "Collateral" as defined in The addendum Inter payments (as defined in the Addendum) WM accrue intil the f=l installation and acceptance of the Collateral and the r-cution of a Schedule 1,0 Mater T-0an Agreement between the undersigned and US. Bancorp Leasing & financial Covering such Collateral Vendor(s)/Seller(s) Invoice No.(s) Invoice Date(s) Invoice(s0 Amount Dixie Narco 579668 07,18.01 7,190.99 Dixie Narco 581053 07.24.01 3,829.9B Dixie Narco 582499 08.01.01 3,604.00 Dixie Narco 582500 08.01.01 3,676.57 Dixie Narco 562522 08.01.01 3,604.00 Dixie Narco 562760 08.02.01 7,208.00 Dixie Narco 584661 08.15.01 3,620.00 Dated as of: ---------------------------------- DEBTOR SECURED PARTY Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: BY: Daniel Kearney An. Authorized officer Vice President & General Counsel 5/00 ADDRESS FOR ALL NOTICES: PO B0X 2177, 7659 S.W_Mohawk Street. Tualatin OR 97002 USBANCORP SCHEDULE TO MASTER LOAN AGREEMENT LEASING FINANCIAL Stitch Networks Corporation 500 North Walnut Road Kennett Square, PA 19348 $240,908.27 Effective Date 08-29-01 Schedule Number 001-0015769-002 1. THIS SCHEDULE is made between Stitch Networks Corporation as Debtor, and US Bancorp Leasing & Financial, (which, together with its successors and assigns, shall be called the "Secured Party") pursuant to the Master Loan Agreement dated as of May 22, 2001 between Debtor and Secured Party (the "Loan Agreement the terms of which (including the definitions are incorporated herein. The terms of the Loan Agreement and this Schedule together shall constitute a separate instrument. Capitalized terms used but not defined herein are. used with the recpective meanings specified in the Loan Agreement. If any terms hereof inconsistent with the terms of the Loan Agreement, the terms hereof shall prevail. 2. For value received, Debtor hereby promises to pay to Elie order of Secured Party the principal amount of Two Hundred Forty Thousand Nine Hundred Eight dollars and 27/100 Dollars (S240,908,27) WITH INTEREST on any outstanding principal balance at the rate(s0 specified here-in from the Effective Date hereof until this Schedule shall have been paid in full in accordance with the following payment schedule. Thirty Six (36) installments in the amount of $7,631.65 such including the entire amount of interest accrued on this Schedule at the time of payment of each installment. The first payment Shall be due September 29, 2001 and a Like payment shall be due on the same day of each succeeding mouth thereafter until the entire principal and interest have benn paid, At the time of the final installment hereon all unpaid principal and interest shall be due and owing. As a. result such final installment may be substantially more or substantially less than the installments specified herein. 3. Debtor promises to pay interest on the principal balance outstanding at a rate of 8.74 percent per annum 4. Payment In the event that a Forward Rate Lock Agreement, (an 'Agreement),) is not executed an the day of delivery and acceptance date (the "Adjustment Date"), the interest rate set forth herein and the installments due hereunder recalculated based upon increases in the Thirty Six (36) month U. S. Bancorp Funds Transfer Pricing Rate/Cost of Funds. Shall be (rate) from the date hereof until the. Adjustment Date. If, on the Adjustment Date, the rate is greater than 4.25% then such interest rate and installments shall be increased accordingly to reflect die actual rate. Thereafter, the interst rate and installments shall reamin fixed during the Term hereof. In no event shall die interest rate or the installments be decreased. 5. Each of Debtor, if more than one, and all other parties who at any Lime may be liable hereon in any capacity, here by jointly and severally . waive diligence, demand presentment, presentment for payment, protest, notice of protest and notice of dishonor of this Schedule, and authorize the Secured Party, without notice, to grant extensions in the time of payment of and reductions in the rate of interest oil any moneys owing on this Schedule. 6. The following property is hereby made Collateral for all purposes under the Loan Agreement: Film Product Dispensing Vending Machines See attached Exhibit A attached hereto and made a part hereof TOGETHER WITH ALL REPLACMENTS PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES LNCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. 7. The Collateral hereunder shall be based at the following location(s). See attached Exhibit A attached hereto and made a part hereof IN WITHNESS WHEREOF, Debtor has executed this Schedule this 28th day of August, 2001. Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: BY: Daniel Kearney An. Authorized officer Vice President & General Counsel 5/00 ADDRESS FOR ALL NOTICES: PO B0X 2177, 7659 S.W_Mohawk Street. Tualatin OR 97002 US BANCOROP SCHEDULE TO MASTER LOAN AGREEMENT LEASING & FINANCIAL STITCH NETWORKS CORPORATION 500 NORTH WALNUT ROAD KENNETT Square, PA 19348 $240,908.27 Effective Date______________ Schedule Number 001-00 15769-002 1. THIS SCHEDULE is made between Stitch Networks Corporation as Debtor, and U.S. Bancorp Leasing & Financial, (which, together with its successors and assigns, shall be called the "Secured Party") pursuant to the Master Loan Agreement dated as of May 22, 2001 between Debtor and Secured Party (the "Loan Agreement"), the terms of which (including the definitions) are incorporated herein. The terms of the Loan Agreement and this Schedule together shall constitute a separate instrument. Capitalized used but not defined herein are used with the respective meanings specified in the Loan Agreement. If any terms hereof are inconsistent with the terms of the Loan Agreement, the terms hereof shall prevail. 2. For value received, Debtor hereby promises to pay to. the order of Secured Party the principal amount of Two Hundred Forty Thousand Nine Hundred Eight dollars and 27/100 Dollars ($240,908.27) with interest on any outstanding principal balance at the rate(s) specified herein from the Effective Date hereof` until this Schedule shall have been paid in full in accordance with the following payment schedule: Thirty Six (36) installments in the amount of $7,631.65 each including the entire amount of interest accrued on this Schedule at the time of payment of each installment. The first payment shall be due September 29, 2001 and a like payment shall be due on the same day of each succeeding month thereafter until the entire principal and interest have been paid. At the time of the final installment hereon, all unpaid principal and interest shall be due and owing. As a result, such final installment may be substantially more or substantially less than the installments specified herein. 3. Debtor promises to pay interest on the principal balance outstanding at a rate-of 8.74 percent per annum. 4. PAYMENT ADJUSTMENT. In the event that a Forward Rate Lock Agreement, (an "Agreement",) is not executed on the day of delivery and acceptance date (the "Adjustment Date"), the interest rate set forth herein and the installments due hereunder shall be recalculated based upon increases in the Thirty Six (36)-month U. S. Bancorp Funds Transfer Pricing Rate/Cost of Funds (rate) from the date hereof until the Adjustment Date. If, on the Adjustment Date, the rate is greater than 4.25%, then such interest rate and installments shall be increased accordingly to reflect the actual rate. Thereafter, the interest rate and installments shall remain fixed during the Term hereof. In no event shall the interest rate or the installments be decreased 5. Each of Debtor, if more than one, and all other parties who at any time may be liable hereon in any capacity, hereby jointly and severally waive diligence, demand, presentment, presentment for payment, protest, notice of protest and notice of dishonor of this Schedule, and authorize the Secured Party, without notice, to grant extensions in the time of payment of and reductions in the rate of interest on any moneys owing on this Schedule. 6. The following property is hereby made collateral for all purposes under the Loan Agreement: Film Product Dispensing Vending Machines See attached Exhibit A attached hereto and made a part hereof TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED HERET0 AND ANYAND ALL PROCEEDS OF THE FOREGOING, INCLUDING WITHOUT LIMITATION INSURANCE RECOVERIES. 7. The Collateral hereunder shall be based at the following location(s): See attached Exhibit A attached hereto and made a part hereof, IN WITHNESS WHEREOF, Debtor has executed this Schedule this 28th day of August, 2001. Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: BY: Daniel Kearney An. Authorized officer Vice President & General Counsel 5/00 ADDRESS FOR ALL NOTICES: PO B0X 2177, 7659 S.W_Mohawk Street. Tualatin OR 97002 USBANCORP EQUIPMENT ACCEPTANCE AND AUTHORIZATION TO PAY PROCEEDS LEASING & FINANCIAL AND LOAN AMENDMENT Schedule Number 00 1 -00 15769-002 To: U.S. Bancorp Leasing & Financial Re: Schedule to Master Loan Agreement dated as of (the "Agreement") between U.S. Bancorp Leasing & Financial, as Secured Party, and Stitch Networks Corporation , as Debtor. YOU ARE HEREBY AUTHORIZED to disburse the proceeds of the loan evidenced by the Agreement as follows for the purchase of the personal property specified (the "Collateral"): $240,908.27 Stitch Networks Corporation FILM PRODUCT DISPENSING VENDING MACHINES SEE ATTACHED EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. TOTAL AMOUNT TO BE DISBURSED $240,908.27 YOU ARE HEREBY FURTHER AUTHORIZED to insert in the Agreement date of disbursement of funds under this Authorization as the Effective Date of the Agreement. WE HEREBY CERTIFY AND ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the Collateral has been delivered to us; b) any necessary installation of the Collateral has been fully and satisfactorily performed; c) after full inspection thereof, we have accepted the Collateral for all purposes as of the date hereof, d) upon the disbursement of the proceeds of the loan as set forth above, the Secured Party will have fully and satisfactorily satisfied all its obligations under the Agreement; e) any and all conditions to the effectiveness of the Agreement or to our obligations under the Agreement have been satisfied; 0 we have no defenses, set-offs or counterclaims to any such obligations; and, g) the Agreement is in full force and effect. WE HEREBY REPRESENT AND WARRANT FOR THE BENEFIT OF SECURED PARTY THAT: a) any right we may have now or in the future to reject the Collateral or to revoke our acceptance thereof has terminated as of the date hereof-, b) we hereby waive any such right; c) the date of this Authorization is the earliest date upon which the certifications, acknowledgments, representations and warranties made herein could be correctly and properly made. We hereby acknowledge that the Secured Party is relying on this Authorization as a condition to disbursing the proceeds of the loan as set forth above. IN WITNESS WHEREOF, we have executed this Certificate as of the day of Upon satisfactory installation and Delivery Stitch Networks Corporation please sign, date and return to: U.S. Bancorp Leasing & Financial PO B0X 2177, By:/s/ Daniel Kearney 7659 S.W Mohawk Street. ------------------------------ Tualatin OR 97002 Daniel Kearney Vice President & General Counsel EXHIBIT A Schedule Number 001-0015769-002 --------- ------------------------------- Stitch Networks Corporation Vending Machine Serial Numbers US Bancorp Financing 29-Aug-01
Invoice Serial Location City State Batch Number --------------------------------------------------------------------------------------------------------------- 1 0951-6701 BZ Jersey Gardens Mail - Door E Elizabeth NJ --------------------------------------------------------------------------------------------------------------- 1 0952-6701 BZ Station Square - Info Center Pittsburgh PA --------------------------------------------------------------------------------------------------------------- 1 0953-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 1 0955-6701 BZ Lackawanna County Stadium - Main Concourse Scranton PA --------------------------------------------------------------------------------------------------------------- 1 0957-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 1 0958-6701 BZ Full Blast - Entrance Battle Creek MI --------------------------------------------------------------------------------------------------------------- 1 0959-670113Z Tennessee Aquarium - Ticket Center Chattanooga TN --------------------------------------------------------------------------------------------------------------- 1 0960-6701 BZ Jersey Gardens Mail - VKids Play Area Elizabeth NJ --------------------------------------------------------------------------------------------------------------- 1 0961-6701 BZ Hickory Dickory Dock - Indoors Hickory NC --------------------------------------------------------------------------------------------------------------- 1 0962-6701 STITCH FACTORY Newark DE --------------------------------------------------------------------------------------------------------------- 1 0963-6701 BZ Coney Island - Grove Cincinnati OH --------------------------------------------------------------------------------------------------------------- 1 0966-6701 Stitch Factory ,,- Newark DE --------------------------------------------------------------------------------------------------------------- 1 0968-6701 BZ Station Square - Boat Ramp Pittsburgh PA --------------------------------------------------------------------------------------------------------------- 1 0969-6701 BZ MCCS - Exchange Jacksonville NC --------------------------------------------------------------------------------------------------------------- 1 0972-6701 8Z Notre Dame Vending Notre Dame IN --------------------------------------------------------------------------------------------------------------- 1 0975-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 1 0976-6701 BZ Family Kingdom Amusement - Arcade Myrtle Beach SC --------------------------------------------------------------------------------------------------------------- 1 0978-6701 BZ Six Flags America - Gotham City Mitchellville MD --------------------------------------------------------------------------------------------------------------- 1 0979-6701 BZ Camp Lejeune, Gottchalk Marina Camp Leiuene NC --------------------------------------------------------------------------------------------------------------- 1 0980-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 1 0981-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 1 0984-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 1 0986-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 1 0987-6701 BZ See Rock City - Corner Stone Lookout Mountain GA --------------------------------------------------------------------------------------------------------------- 1 0989-6701 BZ Presque Isle State Park - Perry Monument Erie PA --------------------------------------------------------------------------------------------------------------- 1 0991-6701 BZ Enchanted Castle - Party Area Lombard IL --------------------------------------------------------------------------------------------------------------- 1 0993-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 1 0994-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 1 0995-6701BZ CJ Barrymore's - Near Phone Booth Clinton Township Ml --------------------------------------------------------------------------------------------------------------- 1 0996-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 1 0997-6701BZ See Rock City - Battle for Chattanooga Lookout Mountain GA --------------------------------------------------------------------------------------------------------------- 1 0999-6701 BZ Kiddieland Amusement Park Melrose Park IL --------------------------------------------------------------------------------------------------------------- 2 0954-6701 BZ Blackbeards - Front Entrance Fresno CA --------------------------------------------------------------------------------------------------------------- 2 0956-6701 BZ Jersey Gardens Mail - Center Court Elizabeth NJ --------------------------------------------------------------------------------------------------------------- 2 0964-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 2 0965-6701 BZ WES - Andrews AFB Andrews AFB MD --------------------------------------------------------------------------------------------------------------- 2 0967-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 2 0970-6701 BZ Six Flags Marine Workd - New Ride Area V2 Vallejo CA --------------------------------------------------------------------------------------------------------------- 2 0971-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 2 0973-6701 BZ Six Flags Marine World - Looney Tunes Sea Park Vallejo CA --------------------------------------------------------------------------------------------------------------- 2 0974-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 2 0977-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 2 0982-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 2 0983-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 2 0985-6701 8Z Pier 43 1/2 - Inside Ferry San Francisco CA --------------------------------------------------------------------------------------------------------------- 2 0988-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 2 0990-6701 Stitch Factory Newark DE --------------------------------------------------------------------------------------------------------------- 2 0992-6701 BZ Penn's Landing - Festival Pier Philadelphia PA --------------------------------------------------------------------------------------------------------------- 2 0998-6701 BZ Six Flags America - Looney Tunes Mitchellville MD --------------------------------------------------------------------------------------------------------------- 2 1000-6701 BZ Waterworld USA - Birthday Party Area Concord CA ---------------------------------------------------------------------------------------------------------------
1 EXHIBIT A Schedule Number 001-0015769-002 --------- -------------------------------
Invoice Serial Location City State Batch Number --------------------------------------------------------------------------------------------------------------- 3 0002-6720BZ 'Cape Cod Arcade Hyannis MA -------------------------------------------------------------------------------------------------------------- 3 0007-6720BZ Seneca Park Zoo Society, Main Bldg. Rochester NY -------------------------------------------------------------------------------------------------------------- 3 0008-6720BZ Pharoah's Lost Kingdom - Beach Hut Redlands CA -------------------------------------------------------------------------------------------------------------- 3 001 1-6720BZ MCCS - Camp Pendleton Delmar Beach Camp Pendleton CA -------------------------------------------------------------------------------------------------------------- 3 0027-6720BZ Pharoah's Lost Kingdom - Cafe Redlands CA -------------------------------------------------------------------------------------------------------------- 3 0033-672DBZ Ex Bowl - Lobby Indianapolis IN -------------------------------------------------------------------------------------------------------------- 3 0035-6720BZ Woodland Bowl - Lobby Indianapolis IN -------------------------------------------------------------------------------------------------------------- 3 0046-6720BZ Pro Football Hall of Fame Canton OH -------------------------------------------------------------------------------------------------------------- 3 0050-6720BZ MCCS - Camp Pendleton Parade Deck Camp Pendleton CA -------------------------------------------------------------------------------------------------------------- 3 0052-6720BZ Knoxville Zoological Gardens Knoxville TN -------------------------------------------------------------------------------------------------------------- 3 0063-6720BZ Rainbow Play Systems Tigard OR -------------------------------------------------------------------------------------------------------------- 4 0013-6720BZ Worlds of Fun - Locker Rooms Kansas City MO -------------------------------------------------------------------------------------------------------------- 4 001 5-6720BZ Worlds of Fun - Porch Kansas City MO -------------------------------------------------------------------------------------------------------------- 4 0024-6720BZ Museum of Science & Industry - jellyball Chicago IL -------------------------------------------------------------------------------------------------------------- 4 0030-672ORZ Worlds of Fun - Village Kansas ON MO -------------------------------------------------------------------------------------------------------------- 4 0034-6720BZ Racine Zoo - Main Building Racine W1 -------------------------------------------------------------------------------------------------------------- 4 0037-6720BZ DePaul Health Center - Labor & Delivery Unit Bridgeton MO -------------------------------------------------------------------------------------------------------------- 4 0041-6720BZ Underwater Adventure - Mall Level Bloomington MN -------------------------------------------------------------------------------------------------------------- 4 0053-6720BZ Museum of Science & Industry - Knuckle Chicago IL -------------------------------------------------------------------------------------------------------------- 4 0060-6720BZ Rainbow Play Systems - Kirkland Kirkland WA -------------------------------------------------------------------------------------------------------------- 4 0075-6720BZ Granada Bowl, Main Concourse Livermore CA --------------------------------------------------------------------------------------------------------------
Stitch Networks Corporation /S/ Daniel Kearney ------------------------------------- Daniel Kearney Vice President & Genaral counsel USBANCORP INSURANCE AUTHORIZATION LEASING & FINANCIAL AND VERIFICATION Date: August 24, 2001 Schedule Number-001-0015769-002 To: Stitch Networks Corporation (the "Customer") From: U.S. Bancorp Leasing & Financial ("Creditor") PO Box 2177, 7659 S.W. Mohawk Street Tualatin, OR 97062 TO THE CUSTOMER: Please executive below and return this to Creditor with your document package. Creditor will fax this document to your insurance agent for verification. In connection with 'one or more financing arrangements, Creditor requires that its insurable interest in the financed property (the "Property-) be described as "Creditor and its successors and assigns shall be covered as Additional Insured and Loss Payee with regard to all equipment financed or leased by Policy Holder through or from Creditor." The required coverage must include, but is not limited to, fire, extended coverage, vandalism, theft and general liability. If such coverage is not provided within 15 days, we have the right to purchase such insurance at your expense. Should you have any questions, please contact our Insurance Department at (503) 797-0277. CUSTOMER AUTHORIZES THE AGENT NAMED BELOW: 1) to complete and return this letter as indicated; and 2) to endorse the policy and subsequent renewals to reflect the required coverage. Agent: Insurance & Financial Services, Ltd. Stitch Networks Corporation Address: 664 Yorklyn Road, P,O. Box 970 Hockessin,DE 19707-0970 By: /S/ Daniel Kearney Phone: (302)-239-2355 Daiel Kearney Fax: (302)-239-5722 Vice President & General Counsel E-Mail________________________________ TO THE AGENT: In lien of providing a certificate, please e-recitte this letter in the space below and promptly fax it to Creditor at (503) 79 7-0287. Agent hereby verities that the above requirements have been met in regard to the Property listed below. Print Name Of Agency ---------------------------------- By: ---------------------------------------- Print Name: Date: -------------------------------- --------------------------- Property Description: Film Product DISPENSING VENDING MACHINES See attached Exhibit A attached hereto and made a part hereof TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL. PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. Insurable Value: $240,908.27 5/01 LOAN AMENDMENT, IF APPLICABLE (MAY BE DISCARDED IF NO AMENDMENT IS Necessary) This Amendment pertains to Schedule Number 00 1-00 15769-002 for the Schedule to Master Loan Agreement dated as of August 24, 2001, between U.S. Bancorp Leasing & Financial as Secured Party and Stitch Networks Corporation as Debtor (the "Agreement"): TO THE EXTENT THAT THE INFORMATION SET FORTH IN THE AGREEMENT REQUIRES MODIFICATION, SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY AMENDED AS FOLLOWS: The monthly installment is $________________________________ The total amount financed is $______________________________ The model/serial number of the Collateral is_______________________ The first monthly installment is due on____________________________ Other:______________________________________________________________________ ____________________________________________________________________________ All provisions of the Agreement other than those, which are inconsistent with the provisions of this Amendment are hereby ratified and confirmed. If no information has been inserted above, the terms of the Agreement shall remain unchanged. IN WITNESS WHEREOF, we have executed this Amendment as of the__ day of____________2001. (EXECUTION OF THIS PAGE IS ONLY REQUIRED IF AMENDMENT INFORMATION HAS BEEN INSERTED ABOVE)
If execution is required, please sign, date and return Stitch Networks Corporation this page along with Page One of this Certificate to: U.S. Bancorp Leasing & Financial PO Box 2177 By:/S/ Daniel Kearney ------------------------------- 7659 S.W. Mohawk Street Daniel Kearney Tualatin, OR 97062 Vice President & General Counsel
AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE ARE ACKNOWLEDGED AND APPROVED BY SECURED PARTY. U.S. Bancorp Leasing & Financial By: ------------------------------------------------- An Authorized Officer Thereof 4/00 USBANCORP FIRST PAYMENT INVOICE Leasing & Financial PLEASE RETURN THIS PORTION WITH YOUR PAYMENT SCHEDULE NUMBER -001-0015769-002 DUE DATE September 30, 2001 CREATE DATE August 24, 2001 AMOUNT DUE $7,631.65 Stitch Networks Corporation U.S. Bancorp Leasing & Financial 500 North Walnut Road 7659 S.W. Mohawk street Kennett Square, PA 19348 Tualatin, OR 97062 Attention: Daniel Kearney Customer Phone Number: (888) 427-8743 >>>>>>>> PLEASE ]RETAIN THIS PORTION' FOR YOUR RECORDS <<<<<<<< U.S. Bancorp Leasing & Financial ACCOUNT: -001-0015769-002 7659 S.w. Mohawk Street AMOUNT DUE: $7,631.65 Tualatin, OR 97062 DUE DATE: September 30, 2001 CREATE DATE:August 24, 2001 INVOICE SUMMARY QUESTIONS? PLEASE CALL 800-253-3469 ------------------------------------------ -------------------------------- CURRENT CHARGES [(PAYMENT ONE(])] $7,631.00 ------------------------------------------ -------------------------------- ------------------------------------------ -------------------------------- ------------------------------------------ -------------------------------- ------------------------------------------ -------------------------------- TOTAL CURRENT CHARGES $7,631.00 ------------------------------------------ -------------------------------- TOTAL AMOUNT DUE THIS INVOICE MUST MUST BE PAID WITHIN TEN (10) DAYS OF DUE DATE TO AVOID LATE CHARGES 6/00 Stitch Networks Virtual connections for the real world 500 North Walnut Road Kennett Square, PA 19348 t 888-427-8743 f 610.925-5484 www.stitchnetworks.com 8/28/01 Ms. Laura Van Martin Lease Associate US Bancorp Leasing & Financial 918 17" Street 3" Floor Denver, CO 80202 Re: Schedule #1 Documents Dear Laura: Attached please find the original documents you sent executed by Stitch Networks. We would like to receive back a copy of the documents once executed by US Bancorp. Separately, we await documents for execution and coordination instructions for the 9/5 funding we have requested. Thanks for your assistance. Sincerely, /S/ Christopher M, Keane -------------------------- Christopher M. Keane Controller Stitch Networks Services: www.e-Vend.net www.E-suds.net US BANCORP LEASING & FINANCIAL 918 17th Street, 3rd Floor CNBBG320 Denver, CO 80202 303 585-4300 303 585-4233 Fax August 24, 2001 Mr. CHRIS KEANE Stitch Networks Corp. 500 N Walnut Road Kennett Square PA 19348 Dear Mr. Keane: Enclosed for execution is the Schedule to Loan Agreement with related documents. Please have them signed and dated as indicated. An insurance form is also included. This form requires an authorized signature. Please return all signed documents to us as soon as possible the enclosed return envelope. If you have any questions, please call me at (303) 585-4323 or Doug Otto at (402) 399-2723. On behalf of U.S. Bancorp Leasing & Financial, we appreciate the opportunity to be of service. Sincerely, /S/ Laura Van Marter ----------------------- Laura Van Marter Lease Associate Enclosures US BANCORP SCHEDULE TO MASTER LOAN AGREEMENT EQUIPMENT FINANCE STITCH NETWORKS CORPORATION 500 NORTH WALNUT ROAD KENNETT Square, PA 19348 $94,529.54 Effective Date_____________ Schedule Number-001-0015769-003 1.1. THIS SCHEDULE is made between STITCH NETWORKS CORPORATION as Debtor, and BANCORP EQUIPMENT FINANCE, INC., FORMERLY KNOWN AS U.S. BANCORP LEASING & FINANCIAL, (which, together with its successors and assigns, shall be called the "Secured Party") pursuant to the Master Loan Agreement dated as of May 22, 2001 between Debtor and Secured Party (the "Loan Agreement"), the terms of which (including the definitions) are incorporated herein. The terms of the Loan Agreement and this Schedule together shall constitute a separate instrument. Capitalized terms used but not defined herein are used with the respective meanings specified in the Loan Agreement. If any terms hereof are inconsistent with the terms of the Loan Agreement, the terms hereof shall prevail. 1.2. For value received, Debtor hereby promises to pay to the order of Secured Party the principal amount of Ninety Four Thousand Five Hundred Twenty Nine Dollars and 54/100 Dollars $94,529.54 with interest on any outstanding principal balance at the rate(s) specified herein from the Effective Date hereof until this Schedule shall have been paid in full in accordance with the following payment schedule: Thirty Six (36) installments in the amount of S2,959.63 each including the entire amount of interest accrued on this Schedule at the time of payment of each installment. The first payment shall be due October 28, 2001 and a like payment shall be due on the same day of each succeeding month thereafter until the entire principal and interest have been paid. At the time of the final installment hereon, all unpaid principal and interest shall be due and owing. As a result, such final installment may be substantially more or substantially less than, the installments specified herein. 1.3. Debtor promises to pay interest on the principal balance outstanding at a rate of 7.94 percent per annum. 1.4. PAYMENT ADJUSTMENT. In the event that a Forward Rate Lock Agreement, (an 'Agreement'), has not been executed, on the date of commencement (the "Adjustment Date"), the interest rate set forth herein and the installments due hereunder shall be recalculated based upon increases in the 3-Year U. S. Bancorp's Funds Transfer Pricing Rate/Cost of Funds (the "Rate") from the date hereof until the Adjustment Date. If, on the Adjustment Date, the Rate is greater than 3.69%, then such interest rate and installments shall be increased accordingly to reflect the actual rate. Thereafter, the interest rate and installments shall remain fixed during the Term hereof In no event shall the interest rate or the installments be decreased. 1.5. Each of Debtor, if more than one, and all other parties who at any time may be liable Hereon in any capacity, hereby jointly and sever-ally waive diligence, demand, presentment, presentment for payment, protest, notice of protest and notice of dishonor of this Schedule, and authorize the Secured Party, without notice, to grant extensions in the time of payment of and reductions in the rate of interest on any moneys owing on this Schedule. 1.6. The following property is hereby made Collateral for all purposes under the Loan Agreement: Various items of Film Product Dispensing Vending Machines TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. 1.7. The Collateral hereunder shall be based at the following location(s): See attached Exhibit A attached hereto and made a part hereof IN WITNESS WHEREOF, Debtor has executed this Schedule this 25th day of September , 2001. U.S. Bancorp Equipment Finance, Inc., Stitch Networks Corporation formerly known as U.S. Bancorp Leasing & Financial By: By:/S/ Daniel Kearney ---------------------------------------- ----------------------------- An Authorized Officer Thereof Daniel Kearney Vice President General Counsel ADDRESS FOR ALL NOTICES: PO Box 2177, 7659 S.W. Mohawk Street Tualatin, OR 97062 Lease Schedule No. 001-0015769-003 EXHIBIT A ---------
--------------------------------------------------- ------------------------ --------- ----------------- AAFES - Maxwell AFB - Gunter Bldg. 1017. Maxwell AFB AL 0048-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- AAFES - Cape Canaveral Ticket Center Patrick AFB FL 0072-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- AAFES - Fort Jackson Hilton Field Jackson SC 0049-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- AAFES - Fort Jackson Main PX Jackson SC 0061-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- AAFES - Fort Sill - Bldg. 3260 Fort Sill OK 0026-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- AAFES - Ft. Eustis, Visitor Center Ft. Eustis VA 0070-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- AAFES - Maxwell AFB - Officer Training Maxwell AFB AL 0023-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- ASU Convocation Center - Front Lobby State University AR 0042-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Baylor Medical Center - Garland Garland TX 0051-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- BIRMINGHAM Civil Rights Inst.. - Gift Shop Birmingham AL 0016-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Cypress Lanes - Lobby Winter Haven FL 0028-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Don Carter All Star Lanes Davie FL 0058-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Don Carter University - Front Entrance Davie FL 0065-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Orlando Premium Outlets - Bass Store Orlando FL 0043-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Orlando Premium Outlets - Food Court Orlando FL 0017-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Orlando Premium Outlets - Nike Store Orlando FL 0045-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Six Flags New England - Sky Coaster Agawam MA 0069-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Six Flags New England - Water Park Agawam MA 0032-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Sports Plus Cincinnati - Birthday Partytown Cincinnati OH 0064-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Sports Plus Cincinnati - Ice Rink Food Court Cincinnati OH 0029-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Super Bowl - Front Entrance Canton mi 0056-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Traders Village - Marketplace Grand Prairie TX 0047-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- Vanderbilt University - Stadium Nashville TN 0054-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- MCCS - Kaneohe Bay-GC Kaneohe Bay HI 0022-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- MCCS-Kaneohe Bay-TLF Kaneohe BaV HI 0038-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- MCCS-Kaneohe Bay-Bldg. 1698 Kaneohe Bay Hl 0062-6720BZ --------------------------------------------------- ------------------------ --------- ----------------- --------------------------------------------------- ------------------------ --------- ----------------- --------------------------------------------------- ------------------------ --------- ----------------- --------------------------------------------------- ------------------------ --------- -----------------
Stitch Networks Corporation /S/ Daniel Kearney ----------------------------------- Daniel Kearney Vice President & General Counsel US BANCORP. EQUIPMENT ACCEPTANCE AND AUTHORIZATION TO PAY PROCEEDS EQUIPMENT FINANCE AND LOAN AMENDMENT Schedule Number -00 1-00 15769-003 To: U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial Re: Schedule to Master Loan Agreement dated as of_____________________ (the "Agreement") between U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial, as Secured Party, and Stitch Networks Corporation, as Debtor. YOU ARE HEREBY AUTHORIZED to disburse the proceeds of the loan evidenced by the Agreement as follows for the purchase of the personal property specified (the "Collateral"): Various items of Film Product Dispensing Vending Machines TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. TOTAL AMOUNT TO BE DISBURSED YOU ARE HEREBY FURTHER AUTHORIZED to insert in the Agreement the date of disbursement of funds under this Authorization as the Effective Date of the Agreement. WE HEREBY CERTIFY AND ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the Collateral has been delivered to us; b) any necessary installation of the Collateral has been fully and satisfactorily performed; c) after full inspection thereof, we have accepted the Collateral for all purposes as of the date hereof, d) upon the disbursement of the proceeds of the loan as set forth above, the Secured Party will have fully and satisfactorily satisfied all its obligations under the Agreement; e) any and all conditions to the effectiveness of the Agreement or to our obligations under the Agreement have been satisfied; f) we have no defenses, Set offs or counterclaims to any such obligations; and, g) the Agreement is in full force and effect. WE HEREBY REPRESENT AND WARRANT FOR THE BENEFIT OF SECURED PARTY THAT: a) any right we may have now or in the future to reject the Collateral or to revoke our acceptance thereof has ten-ninated as of the date hereof, b) we hereby waive any such right; c) the date of this Authorization is the earliest date upon which the certifications, acknowledgments, representations and warranties made herein could be correctly and properly made. We hereby acknowledge that the Secured Party is relying on this Authorization as a condition to disbursing the proceeds of the loan as set forth above. IN WITNESS WHEREOF, we have executed this Certificate as of the 25th day of September, 2001. Upon satisfactory installation and Delivery please sign, date and return to: U.S. Bancorp Equipment Finance, Inc., Stitch Networks Corporation formerly known as U.S. Bancorp Leasing & Financial /S/ Daniel Kearney PO Box 2177 ------------------------------ 7659 S.W. Mohawk Street Daniel Kearney Tualatin, OR 97062 Vice President'& General counsel 4/00 US BANCORP EQUIPMENT FINANCE September 25, 2001 Mr. Chris Keane Stitch Networks 500 North Walnut Road Kennett Square, PA 19348 Dear Mr. Keane: Enclosed for execution is the Schedule to Loan Agreement with related documents. Please have them signed and dated as indicated. PLEASE RETURN ALL SIGNED DOCUMENTS TO US BY SEPTEMBER 26, 2001. Our address is: U.S. Bancorp Equipment Finance - CNBB0320 91817 th St., 3d Floor Denver, CO 80202 Our FED-EX account number is 1029-3990-5. If you have any questions, please call me at (303) 585-4323 or Doug Otto at (402) 399-2723. On behalf of US BANCORP Equipment Finance, we appreciate the opportunity to be of service. Sincerely, Laura Van Marter Lease Associate LOAN AMENDMENT, IF APPLICABLE (MAY BE DISCARDED IF NO AMENDMENT IS NECESSARY) This Amendment pertains to Schedule Number -001-0015769-003 for the Schedule to Master Loan Agreement, dated as of September 21, 2001, between U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial as Secured Party and Stitch Networks Corporation as Debtor (the "Agreernent"): TO THE EXTENT THAT THE INFORMATION SET FORTH IN THE AGREEMENT REQUIRES MODIFICATION, SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY AMENDED AS FOLLOWS: The monthly installment is $________________________ The total amount financed is $______________________ The model/serial number of the Collateral is__________________ The first monthly installment is due on___________________________ Other:_______________________________________________________________________ _____________________________________________________________________________ All provisions of the Agreement other than those which are inconsistent with the provisions of this Amendment are hereby ratified and confirmed. If no information has been inserted above, the terms of the Agreement shall remain unchanged. IN WITNESS WHEREOF, we have executed this Amendment as of the _______________ day of_______________, 20___. [EXECUTION OF THIS PAGE IS ONLY REQUIRED IF AMENDMENT INFORMATION RAS BEEN INSERTED ABOVE]
If execution is required, please sign, date and return Stitch Networks Corporation this page along with Page One of this Certificate to: 'U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial By:_____________________________ PO Box 2177 Daniel Kearney 7659 S.W. Mohawk Street Vice President & General Counsel Tualatin, OR 97062
AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE ARE ACKNOWLEDGED AND APPROVED BY SECURED PARTY. U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial By: ------------------------------------- An Authorized Officer Thereof 4/00 AMORTIZATION SCHEDULE -US BANCORP NEW SCHEDULE #2 TOTAL AMOUNT 94,529.54 0.00 94,529.54 Annual Rate - Effective 7.940% 0.00% (Effective) Monthly Rate 0.0066167 0.0000000 Period (Months) 36 36 Commence 9/28101 First Payrnent 9128101 Monthly Payment ($2,959.60) (2,959.60) Payment Per Bank $2,959.63 (Stated Rate 7.94%) Excess Mnthly Pmt $0.03 Period Beg Ball Principal End BAl Interest 1 94,529.54 ($2,334.16) 92,195.38 625.47 2 92,195.38 ($2,349.60) 69,845.78 610.03 3 89.845.78 ($2.365.15) 87,480.63 594.48 4 87,480.63 ($2,360.80) 85,099.83 578.83 5 85,099.83 ($2,396.55) 82,703.27 563.08 6 82,703-27 ($2,412.41) 80,290.86 547.22 7 80,290.86 ($2,428.37) 77,862.49 531.26 8 77,862.49 ($2.444.44) 75,418.05 515.19 9 75.418.05 (S2,460.61) 72,957.44 499.02 10 72,957.44 ($2,476.89) 70.480.54 482.74 11 70.480.54 ($2.493.28) 67,987.26 466.35 12 67,987.26 (S2,509.78) 65,477.48 449.85 13 65.477.48 ($2,526.39) 62,951.09 433.24 14 62,951.09 ($2,543.10) 60,407.99 416.53 15 60,407.99 ($2,559.93) 57,848.06 399.70 16 57,848.06 ($2,576.87) 55,271.19 382.76 17 55.271.19 (S2,593.92) 52,677.27 365.71 18 52,677.27 ($2,611.08) 50,066.19 348.55 19 50,066.19 ($2,628.36) 47,437.83 331.27 20 47,437.83 ($2,645.75) 44,792.08 313.88 21 44,792.08 ($2,663.26) 42,128.82 296.37 22 42,128.82 ($2,680.88) 39,447.94 278.75 23 39,447.94 ($2,698.62) 36,749.33 261.01 24 36,749.33 ($2,716 .47)34,032.86 243.16 25 34.032.86 (S2,734.45) 31,298.41 225.18 26 31,298.41 ($2,752.54) 28,545.87 207.09 27 28,545.87 ($2.770.75) 25,775.12 188.88 28 25,775.12 (S2,789~08) 22,986.04 170.55 29 22,986.04 (52,807,54) 20,178.50 152.09 30 20,178.50 ($2,826.12) 17,352-38 133.51 31 17,352.38 (S2,844.82) 14.507.57 114.81 32 14,507.57 ($2,863.64) 11,643.93 95.99 33 11,643.93 (S2.882.59) 8,761.34 77.04 34 8,761.34 ($2,901.66) 5.859.68 57.97 35 5,859.68 ($2,920.86) 2,938.82 38.77 36 2,938.82 ($2,940.18) (1.36) 19.45 Loan Amortization 9/25/01 USBancorp - New - Sched 2 LoanArnortUSBncrpSched2.xls Stitch Networks Corporation US Bancorp $1.5 Million Commitment Draws/Schedules Original Date May 22, 2001 Date Amount Comments 6/29/01 $97,600.00 7/6/01 $54,900.00 8/15/01 $52,969.53 8/2161 $35,438.74 Scheduled 8/29/01- $240,908.27 8/29/01 $200,000.00 Scheduled 8/29/01 - Used Vendors 9/5/01 $61,795.01 9/19/01 $32,734.53 Scheduled 9/28/01 $94,529.54 9/25/01 USBancDraws.xls USBANCORN. SCHEDULE TO MASTER LOAN AGREEMENT EQUIPMENT FINANCE Stitch Networks Corporation 500 North Walnut Road Kennett Square, PA 19348 $170,884.78 Effective Date 12/20/01 Schedule Number -001-0015769-004 1. THIS SCHEDULE is made between Stitch Networks Corporation as Debtor, and U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial, (which, together with its successors and assigns, shall be called the "Secured Party") pursuant to the Master Loan Agreement dated as of May 22, 2001 between Debtor and Secured Party (the "Loan Agreement") the ten-ns of which (including the definitions) are incorporated herein. The terms of the Loan Agreement and this Schedule together shall constitute a separate instrument. Capitalized terms used but not defined herein are used with the respective meanings specified in the Loan Agreement. If any terms hereof are inconsistent with the terms of the Loan Agreement, the terms here of shall prevail. 2. For value received, Debtor hereby promises to pay to the order of Secured Party the principal amount of One Hundred Seventy Thousand Eight Hundred Eighty Four Dollars and 78/100 Dollars (S 170,884.78) with interest on any outstanding principal balance at the rate(s) specified herein from the Effective Date hereof until this Schedule shall have been paid in full in accordance with the following payment schedule: Thirty Six (36) installments in the amount of S5,327.07 each including the entire amount of interest accrued on this Schedule at the time of payment of each installment. The first payment shall be due January 20, 2001 and a like payment shall be due on the same day of each succeeding month thereafter until the entire principal and interest have been paid. At the time of the final installment hereon, all unpaid principal and interest shall be due and owing. As a result, such final installment may be substantially more or substantially less than the installments specified herein. In addition, Debtor shall pay a pro rata interim payment in the amount of $68.17 beginning on the date of funding and continuing until the Effective Date hereof The interim payment shall be due and payable on the Effective Date. 3. Debtor promises to pay interest on the principal balance outstanding at a rate of 7.65 percent per annum. 4. PAYMENT ADJUSTMENT. In the event that a Forward Rate Lock Agreement has not been executed, on the date of funding (the 'Adjustment Date') the interest rate set forth herein and the installments due hereunder shall be recalculated based upon a change in the spot rate for 36-month U. S. Bancorp's Funds Transfer Pricing Rate/Cost of Funds (the "Spot Rate") from December 13, 2001 until the Adjustment Date. If, on the Adjustment Date, the Spot Rate is greater than 3.42%, then such interest rate and installments shall be adjusted accordingly to reflect the actual rate. Thereafter, the interest rate and installments shall remain fixed during the Term hereof. In no event shall the interest rate or the installments be decreased. 5. Each of Debtor, if more than one, and all other parties who at anytime maybe liable hereon in any capacity, hereby jointly and severally waive diligence, demand, presentment, presentment for payment, protest, notice of protest and notice of dishonor of this Schedule, and authorize the Secured Party, without notice, to grant extensions in the time of payment of and reductions in the rate of interest on any moneys owing on this Schedule. 6. The following properly is hereby made Collateral for all purposes under the Loan Agreement: Various items of Film Product Dispensing Vending Machines, TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. 1.7. The Collateral hereunder shall be based at the following location(s): See attached Exhibit A attached hereto and made a part hereof IN WITNESS WHEREOF, Debtor has executed this Schedule this 25th day of September , 2001. U.S. Bancorp Equipment Finance, Inc., Stitch Networks Corporation formerly known as U.S. Bancorp Leasing & Financial By: By:/S/ Daniel Kearney ---------------------------------------- ----------------------------- An Authorized Officer Thereof Daniel Kearney Vice President General Counsel ADDRESS FOR ALL NOTICES: PO Box 2177, 7659 S.W. Mohawk Street Tualatin, OR 97062 US BANCORP EQUIPMENT ACCEPTANCE AND AUTHORIZATION TO PAY PROCEEDS EQUIPMENT FINANCE AND LOAN AMENDMENT Schedule Number -00 1-00 15769-004 To: U.S. BANCORP EQUIPMENT FINANCE, INC., FORMERLY KNOWN AS U.S. BANCORP LEASING & FINANCIAL Re: Schedule to Master Loan Agreement dated as of 12/20/01 (the "Agreement") between U.S. BANCORP EQUIPMENT FINANCE, INC., FORMERLY KNOWN AS U.S. BANCORP LEASING & FINANCIAL, as Secured Party, and STITCH NETWORKS CORPORATION, as Debtor. YOU ARE HEREBY AUTHORIZED TO DISBURSE THE proceeds of the loan evidenced by the Agreement as follows for the purchase of the personal property specified (the "Collateral"): $65,603.09 DIXIE-NARCO, INC. $105,281.69 ROLL FROM INTERIM VARIOUS ITEMS OF FILM PRODUCT DISPENSING VENDING MACHINES, TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. TOTAL AMOUNT TO BE DISBURSED $170,884.78 YOU ARE HEREBY FURTHER AUTHORIZED TO insert in the Agreement the date of disbursement of funds under this Authorization as the Effective Date of the Agreement. WE HEREBY CERTIFY AND ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) THE COLLATERAL has been delivered to us; b) any necessary installation of the Collateral has been fully and satisfactorily performed; c) after full inspection thereof, we have accepted the Collateral for all purposes as of the date hereof-, d) upon the disbursement of the proceeds of the loan as set forth above, the Secured Party will have fully and satisfactorily satisfied all its obligations under the Agreement; e) any and all conditions to the effectiveness of the Agreement or to our obligations under the Agreement have been satisfied; f) we have no defenses, set-offs or counterclaims to any such obligations; and, g) the Agreement is in full force and effect. WE HEREBY REPRESENT AND WARRANT FOR THE BENEFIT OF SECURED PARTY THAT: a) any right we may have now or in the future to reject the Collateral or to revoke our acceptance thereof has terminated as of the date hereof, b) we hereby waive any such right; c) the date of this Authorization is the earliest date upon which the certifications, acknowledgments, representations and warranties made herein could be correctly and property made. We hereby acknowledge that the Secured Party is relying on this Authorization as a condition to disbursing the proceeds of the loan as set forth above. IN WITNESS WHEREOF, we have executed this Certificate as of the 18th day of December, 2001. Upon satisfactory installation and Delivery please sign, date and return to: U.S. Bancorp Equipment Finance, Inc., Stitch Networks Corporation formerly known as U.S. Bancorp Leasing & Financial /S/ Daniel Kearney PO Box 2177 ------------------------------ 7659 S.W. Mohawk Street Daniel Kearney Tualatin, OR 97062 Vice President'& General counsel 4/00 LOAN AMENDMENT, IF APPLICABLE (May Be DISCARDED If No Amendment Is Necessary This Amendment pertains to Schedule Number -001-0015769-004 for the Schedule to Master Loan Agreement, dated as of December 17, 2001, between U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial as Secured Party and Stitch Networks Corporation as Debtor (the Agreement TO THE EXTENT THAT THE INFORMATION SET FORTH IN THE AGREEMENT REQUIRES MODIFICATION, SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY AMENDED AS FOLLOWS: The monthly installment is $_________________________ The total amount financed is $_______________________ The model/serial number of the Collateral is___________________________ The first monthly installment is due on________________________________ Other:________________________________________________________________________ ______________________________________________________________________________ All provisions of the Agreement other than those which are inconsistent with the provisions of this Amendment are hereby ratified and confirmed. If no information has been inserted above, the terms of the Agreement shall remain unchanged. IN WITNESS WHEREOF, we have executed this Amendment as of the__________________ day of___________________ 20_________. [EXECUTION OF THIS PAGE IS ONLY REQUIRED IF AMENDMENT INFORMATION HAS BEEN INSERTED ABOVE]
If execution is required, please sign, date and return Stitch Networks Corporation this page along with Page One of this Certificate to: U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial By: PO Box 2177 Daniel Kearney 7659 S.W. Mohawk Street Vice President & General Counsel Tualatin, OR 97062
AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE ARE ACKNOWLEDGED AND APPROVED BY SECURED PARTY. U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial By: ------------------------------------- All Authorized Officer Thereof US BANCORP EXHIBIT "A" EQUIPMENT FINANCE Schedule Number -001-0015769-004 Reference is made to that certain Master Lease Agreement, or Master Loan Agreement dated May 22, 2001, and Schedule dated December 17, 2001 (the "Agreements") wherein U.S. BANCORP EQUIPMENT FINANCE, INC., FORMERLY KNOWN AS U.S. BANCORP LEASING & FINANCIAL is the Lessor/Secured Party and Stitch Networks Corporation is the Lessee/Debtor. The "Property" and/or "Collateral" (as defined and used in the above Agreements and any and all related documents) shall be located at the following addresses:
Location City State Serial Number -------------------------------------------------------------------------------------------------------------- Africa Trail/Safari Snacks - Phoenix Zoo Phoenix AZ 6749/0577 -------------------------------------------------------------------------------------------------------------- Airport Ice Arena - Front Lobby Moon Twp. PA 0597-6749 -------------------------------------------------------------------------------------------------------------- Alliant Energy Center Madison Ml 6749/0574 -------------------------------------------------------------------------------------------------------------- Blast Off! LLC - Lobby Idaho Falls ID 6749/0572 -------------------------------------------------------------------------------------------------------------- Brandon Crossroads Bowl Tampa FL 6749/0595 -------------------------------------------------------------------------------------------------------------- Celebrity Theatre - Upstairs Entrance Phoenix AZ 0003-6720BZ -------------------------------------------------------------------------------------------------------------- Chicago Children's Museum - Coat Check Room Chicago IL 0591-6749CZ -------------------------------------------------------------------------------------------------------------- DeKalb Medical Center - Labor and Delivery Deratur GA 0019-6720BZ -------------------------------------------------------------------------------------------------------------- Echo Bowl - Birthday Room Glendale W1 0010-6720BZ -------------------------------------------------------------------------------------------------------------- Funway Arcade Batavia IL 6749/0599 -------------------------------------------------------------------------------------------------------------- Harmony Farm - Phoenix Zoo Phoenix AZ 6749/0576 -------------------------------------------------------------------------------------------------------------- Hearnes Center Arena Concourse Columbia MO 6749/0580 -------------------------------------------------------------------------------------------------------------- Homewood Suites - Lobby Orlando FL 0036-6720BZ -------------------------------------------------------------------------------------------------------------- Illusionz, LLC - Caf6 Issaquah WA 6749/0573 -------------------------------------------------------------------------------------------------------------- Jeepers - Lansing, IL Lansing IL 0678-6750DZ -------------------------------------------------------------------------------------------------------------- Jeepers - Mesa, AZ Mesa AZ 0669-6750DZ -------------------------------------------------------------------------------------------------------------- Jeepers - Roseville Roseville Ml 0657-6750DZ -------------------------------------------------------------------------------------------------------------- Jeepers! Great Lake Crossing Ashburn Hills Ml 6749/0587 -------------------------------------------------------------------------------------------------------------- Jeepers! Norridge Norridge IL 6749/0578 -------------------------------------------------------------------------------------------------------------- Jungle Queen Village Ft. FL 0039-6720BZ Lauderdale -------------------------------------------------------------------------------------------------------------- Jungleland Zoo - Rainforest Show Kissimmee FL 0066-6720BZ -------------------------------------------------------------------------------------------------------------- Kart 2 Kart Sterling Ml 6749/0588 Heights -------------------------------------------------------------------------------------------------------------- Kellogg's Cereal City USA Battle Creek Ml 6749/0593 -------------------------------------------------------------------------------------------------------------- Kids at Work Room - Discovery Museum & Bridgeport CT 0585-6749CZ Planetarium -------------------------------------------------------------------------------------------------------------- Lackland AFB San Antonio TX 0067-6720BZ -------------------------------------------------------------------------------------------------------------- Lake Crystal Area Recreational Center Lake Crystal MN 0670-6750BZ -------------------------------------------------------------------------------------------------------------- Lancaster City Park - Lobby Lancaster CA 0586-6749BZ -------------------------------------------------------------------------------------------------------------- Lancaster City Park - Soccer Center Lancaster CA 0590-6749CZ -------------------------------------------------------------------------------------------------------------- Little River Zoo - Gift Shop Norman OK 0001-6720BZ -------------------------------------------------------------------------------------------------------------- Lombardi Motel Green Bay W1 0012-6720BZ -------------------------------------------------------------------------------------------------------------- Mercy Maternity Center - Waiting Room Mecklenburg NC 0582-6749 -------------------------------------------------------------------------------------------------------------- Merlado At Lilo - Phoenix Zoo Phoenix AZ 6749/0583 -------------------------------------------------------------------------------------------------------------- Miller Park Zoo - Carousel Bloomington IL 0600-6749CZ -------------------------------------------------------------------------------------------------------------- Northrock Lanes - Game Room Wichita KS 0579-6749 --------------------------------------------------------------------------------------------------------------
Location City State Serial Number ---------------------------------------------------------- -------------- ------------- ---------------------- Pima Air & Space Museum - Gift Shop Tucson AZ 0074-6720BZ ---------------------------------------------------------- -------------- ------------- ---------------------- Pima Air & Space Museum - Presidential Circle Tucson AZ 0018-6720BZ ---------------------------------------------------------- -------------- ------------- ---------------------- Radisson Bahia Mar - Jungle Queen Box Office Ft. FL 0031-6720BZ Lauderdale ---------------------------------------------------------- -------------- ------------- ---------------------- Savannah Int'l Trade and Convention Center Savannah GA 0040-6720BZ ---------------------------------------------------------- -------------- ------------- ---------------------- Shelter Pointe Hotel - Marina Walkway San Diego CA 0004-6720BZ ---------------------------------------------------------- -------------- ------------- ---------------------- Southern Mississippi Basketball Arena Hattiesburg MS 0005-6720BZ ---------------------------------------------------------- -------------- ------------- ---------------------- Sunset Lanes St. Louis MO 6749/0575 ---------------------------------------------------------- -------------- ------------- ---------------------- Tangers Outlet Kittery ME 0592-6749BZ ---------------------------------------------------------- -------------- ------------- ---------------------- Tangers Outlet - Dalton, GA Dalton GA 674910596 ---------------------------------------------------------- -------------- ------------- ---------------------- Tangers Outlets - Bass Store Ft. Myers FL 0006-6720BZ ---------------------------------------------------------- -------------- ------------- ---------------------- The Point at Cal Expo Sacramento CA 6749/0594 ---------------------------------------------------------- -------------- ------------- ---------------------- University of Utah - Ray Olpin Union Salt Lake UT 0057-6720BZ City ---------------------------------------------------------- -------------- ------------- ---------------------- Woman's Hospital Labor & Delivery - Waiting Room Baton Rouge LA 6749/0598 ---------------------------------------------------------- -------------- ------------- ----------------------
U.S. Bancorp Equipment Finance, Inc., U.S. Stitch Networks Corporation formerly known as US Bancorp [Lessee/Debtor) Leasing & Financial [Lessor/Secured Party] By: ------------------------------ By: Daniel Kearney -------------------------------------- An authorized officer thereof Vice President & General Counsel 4/00 USBANCORP INSURANCE AUTHORIZATION LEASING & FINANCIAL AND VERIFICATION Date: December 17, 2001 Schedule Number-001-0015769-004 To: Stitch Networks Corporation (the "Customer") 500 North Walnut Road, Kennett Square, PA 19348 From: U.S. Bancorp Leasing & Financial ("Creditor") PO Box 2177, 7659 S.W. Mohawk Street Tualatin, OR 97062 TO THE CUSTOMER: Please execute below and return this to Creditor withyour docunment package. Creditor will fax this document to your insurance agent for verification. In connection with one or more financing arrangements, Creditor requires that its insurable interest in the financed property (the "Property") be described as "Creditor and its successors and assigns shall be covered as Additional Insured and Loss Payee with regard to all equipment financed or leased by Policy Holder through or from Creditor." The required coverage must include, but is not limited to, fire, extended coverage, vandalism, theft and general liability. If such coverage is not provided within 15 days, we have the right to purchase such insurance at your expense. Should you have any questions, please contact our Insurance Department at (503) 797-0277. Customer authorizes the Agent named below: 1) TO COMPLETE AND RETURN THIS LETTER AS INDICATED; AND 2) TO ENDORSE THE policy and subsequent renewals to reflect the required coverage. Agent: Insurance & Financial Services, Ltd. Stitch Networks Corporation Address: 664 Yorklyn Road, P.O. Box 970 Hockessin,DE 19707-0970 By:_____________________________ Phone: (302)-239-2355 DANIEL Kearney Fax: (302)-239-5722 Vice President & General counsel E-Mail TO THE AGENT: In lieu of providing a certificate, please execute this letter in the space below and promptly fax it to Creditor at (503) 797-0287. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Print Name Of Agency: By: ----------------------------------- By: ----------------------------------- Print Name__________________________ Date:___________________________ Property Description: Various items of Film Product Dispensing Vending Machines, TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. Insurable Value: S170,884.78 5/01 USBANCORP Equipment Finance PO Box2177, 7659 S.W. Mohawk Street Tualatin, OR 97062 January 2, 2002 Daniel Kearney Stitch Networks Corporation 500 North Walnut Road Kennett Square, PA 19348 RE Stitch Networks Corporation -001-0015769-004 Dear Daniel Kearney A RECENT REVIEW of our files indicates that there needs to be a correction to the Schedule to Master Loan Agreement associated with the above referenced schedule. Such document(s)is/are hereby deemed to be amended in the following way: The first payment as shown in paragraph two (2) should read "January 20, 2002" Unless we hear otherwise from you within 15 days of the date of this letter, this change becomes effective immediately. All other terms of the document(s) remain in full force and effect. If you have any questions, please call me at (800) 253-3468 Ext. 464. Very truly yours, Gloria Brogan Documentation Specialist 5/00 US BANCORP EXHIBIT "A" EQUIPMENT FINANCE Schedule Number -00 1-00 15769-007 Reference is made to that certain Master Lease Agreement, or Master Loan Agreement dated May 22, 2001, and Schedule dated March 26, 2002 (the "Agreements") wherein U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial is the Lessor/Secured Party and Stitch Networks Corporation is the Lessee/Debtor. The "Property" and/or "Collateral" (as defined and used in the above Agreements and any and all related documents) includes the following: Film Product Dispensing Vending Machines; See EXHIBIT "A" ATTACHED hereto AND MADE A PART HEREOF;
LOCATION CITY State Type Serial Number -------------------------------------------------------------------------------------------------------------------------- Moreys Piers - Moreys - 26 St. Pier Wildwood NJ 600E 1382-6459AW -------------------------------------------------------------------------------------------------------------------------- Tangers Outlet - Lancaster, PA Lancaster PA 600E 1391-6459AW -------------------------------------------------------------------------------------------------------------------------- S.J. Karting Center - Dining Room Indianapolis IN 600E 1414-6459AW -------------------------------------------------------------------------------------------------------------------------- Whooper's World of Fun - Vending Area Jeffersonville IN 600E 1420-6459AW -------------------------------------------------------------------------------------------------------------------------- Moreys Pier - Mariner's Wildwood NJ 600E 4062-6469BW -------------------------------------------------------------------------------------------------------------------------- Morey's Piers - Wild Wheels Wildwood NJ 600E 4081-6469BW -------------------------------------------------------------------------------------------------------------------------- Splash Zone Interactive Water Park Wildwood NJ 600E 4090-6469BW -------------------------------------------------------------------------------------------------------------------------- PHL Zoo - Rare Animal House Philadelphi PA 600E 4086-6469BW --------------------------------------------------------------------------------------------------------------------------- Fuddruckers Parsippany NJ 501E 0044-6720BZ --------------------------------------------------------------------------------------------------------------------------- Sleep Inn - Scottsdale Scottsdale AZ 501E 0068-6720BZ --------------------------------------------------------------------------------------------------------------------------- Museum of Life and Science - Main Museum Bldg Durham NC 501E 0689-6750BZ --------------------------------------------------------------------------------------------------------------------------- Celebration Station - Tampa Tampa FL 501E 0694-6750 --------------------------------------------------------------------------------------------------------------------------- Quality Inn and Suites San Antonio TX 501E 6750-0662BZ --------------------------------------------------------------------------------------------------------------------------- USA Children and Womens Hospital Mobile AL 501E 6750-0663BZ --------------------------------------------------------------------------------------------------------------------------- Econolodge at Lackland San Antonio TX 501E 6750-0666BZ --------------------------------------------------------------------------------------------------------------------------- Sci-Trek Atlanta GA 501E 6750-0674BZ --------------------------------------------------------------------------------------------------------------------------- Museum of Life and Science - Butterfly House Durham NC 501E 6750-0686BZ --------------------------------------------------------------------------------------------------------------------------- Junction Lanes Newnan GA 501E 6750-0699BZ --------------------------------------------------------------------------------------------------------------------------- Jeepers - Southfield, Ml Southfield Ml 501E 6750-0668 --------------------------------------------------------------------------------------------------------------------------- Stitch Warehouse Newark DE 501E 6754-0181 --------------------------------------------------------------------------------------------------------------------------- Stitch Warehouse Newark DE 501E 6754-0191 --------------------------------------------------------------------------------------------------------------------------- Stitch Warehouse Newark DE 501E 6754-0192 --------------------------------------------------------------------------------------------------------------------------- Stitch Warehouse Newark DE 501E 6754-0193 --------------------------------------------------------------------------------------------------------------------------- Stitch Warehouse Newark DE 501E 6754-0197 --------------------------------------------------------------------------------------------------------------------------- Stitch Warehouse Newark DE 501E 6754-0198 --------------------------------------------------------------------------------------------------------------------------- Stitch Warehouse Newark DE 501E 6754-0200 --------------------------------------------------------------------------------------------------------------------------- Stitch Warehouse Newark DE 501E 6754-0201 ---------------------------------------------------------------------------------------------------------------------------
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION INSURANCE RECOVERIES.
U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Stitch Networks Corporation Bancorp Leasing & Financial (Lessee/Debtor) [Lessor/Secured Party] By: --------------------------------- By: Daniel Kearney ----------------------------------------------- An authorized officer thereof Vice President & General Counsel
GREAT AMERICA INSURANCE COMPANIES CHANGE RIDER To be attached to and form a part of Bond No. 5618559 dated JUNE 4 2001 , in the amount of one million Five Hundred Thousand and 00/100 ($1,500,000.00) Dollars executed by Stitch Networks, Inc. as Principal, and GREAT AMERICAN INSURANCE COMPANY, as Surety, and in favor of u. S. Bankcorp Leasing and Financing as Obligee. It is agreed that the following changes be made in the attached bond: "The termination of the Surety Bond will be the earlier of full payment of the loan or April 30, 2005, whichever occurs first." Effective: January 15, 2001 Provided, however, that the attached bond as changed by this Rider shall be subject to all its agreements, conditions and limitations, and that the liability of the Surety under the attached bond and under the attached bond as changed by this Rider shall not be cumulative. ACCEPTED: David J Kearney ----------------------------------- By: Daniel J Kearney V.P ----------------------------------- Title U.S. Bankcorp Leasing and Financing GREAT AMERICAN INSURANCE COMPANY ---------------------------------- ----------------------------------- (Obligee) By: By: ------------------------------- ----------------------------------- Title William H. Hutto Attorney-in-Fact F9219g BANCORP SCHEDULE TO MASTER LOAN US BANCOR AGREEMENT Equipment Finance Stitch Networks Corporation 500 North Walnut Road Kennett Square, PA 19348 S102,024.83 Effective Date January 18 , 2002 Schedule Number-001-0015769-005 1. THIS SCHEDULE. IS made between STITCH NETWORKS CORPORATION AS Debtor, and U.S. BANCORP EQUIPMENT FINANCE, INC., FORMERLY KNOWN as U.S. Bancorp Leasing & Financial, (which, together with its successors and assigns, shall be called the "Secured Party") pursuant to the Master Loan Agreement dated as of May 22, 2001 between Debtor and Secured Party (the "Loan Agreement"), the terms of which (including the definitions) are incorporated herein. The terms of the Loan Agreement and this Schedule together shall constitute a separate instrument. Capitalized terms used but not defined herein are used with the respective meanings specified in the Loan Agreement. If any terms hereof are inconsistent with the terms of the Loan Agreement, the terms hereof shall prevail. 2. For value received, Debtor hereby promises to pay to the order of Secured Party the principal amount of One Hundred Two Thousand Twenty Four dollars and 83/100 Dollars (S 102,024.83) with interest on any outstanding principal balance at the rate(s) specified herein from the Effective Date hereof until this Schedule shall have been paid in full in accordance with the following payment schedule: Thirty Five (35) installments in the amount of 53,239.43 each including the entire amount of interest accrued on this Schedule at the time of payment of each installment. The first payment shall be due February 28, 2002 and a like payment shall be due on the same day of each succeeding month thereafter until the entire principal and interest have been paid. At the time of the final installment hereon, all unpaid principal and interest shall be due and owing. As a result, such final installment may be substantially more or substantially less than the installments specified herein. In addition, Debtor shall pay a pro rata interim payment in the amount of S 107.98 beginning on the date of funding and continuing until the Effective Date hereof. The interim payment shall be due and payable on the Effective Date. 3. Debtor promises to pay interest on the principal balance outstanding at a rate of 7.18 percent per annum. 4. PAYMENT ADJUSTMENT. In the event that a Forward Rate Lock Agreement has not been executed, on the date of funding (the 'Adjustment Date') the interest rate set forth herein and the installments due hereunder shall be recalculated based upon a change in the spot rate for 36-month U. S. Bancorp's Funds Transfer Pricing Rate/Cost of Funds (the "Spot Rate") from January 7, 2002 until the Adjustment Date. If, on the Adjustment Date, the Spot Rate is greater than 3.58%, then such interest rate and installments shall be adjusted accordingly to reflect the actual rate. Thereafter, the interest rate and installments shall remain fixed during the Term hereof. In no event shall the interest rate or the installments be decreased. 5. Each of Debtor. if more than one, and all other parties who at any time may be liable hereon in any capacity, hereby jointly and severally waive diligence, demand, presentment, presentment for payment, protest, notice of protest and notice of dishonor of this Schedule, and authorize the Secured Party, without notice, to grant extensions in the time of payment of and reductions in the rate of interest on any money. owing on 011, Schedule 6. The following property is hereby made Collateral for all purposes unnder the loan Agreement Various Film Product Dispensing Vending Machines as further described in Collateral FILE; TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. 7. The Collateral hereunder shall be based at the following location(s): See Exhibit "A" attached hereto and made a part hereof IN WITNESS WHEREOF, Debtor has executed this Schedule this 18th day of January 2002. U.S. Bancorp Equipment Finance, Inc., formerly known as Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: By: ---------------------------------- -------------------------------- An Authorized Officer Thereof Daniel Kearney Vice President & General Counsel ADDRESS FOR ALL NOTICES: PO Box 2177, 7659 S.W. Mohawk Street Tualatin, OR 97062 BANCORP EXHIBIT "A" Equipment Finance Schedule Number -001-0015769-005 Reference is made to that certain Master Lease Agreement, or Master Loan Agreement dated May 22, 2001, and Schedule dated January 17, 2002 (the "Agreements") wherein U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial is the Lessor/Secured Party and Stitch Networks Corporation is the Lessee/Debtor. The Equipment Location (as defined and used in the above Agreements and any and all related documents) includes the following:
------------------------------------------------------------------------------------------------- 1 Acadiana Lanes Lafayette LA 501 E 0659-6750DZ ------------------------------------------------------------------------------------------------- 2 Charlotte Coliseum Charlotte NC 501 E 0696-6750DZ ------------------------------------------------------------------------------------------------- 3 Charlotte Convention Center Charlotte NC 501 E 0691-6750DZ ------------------------------------------------------------------------------------------------- 4 Clematis Street News Stand West Palm FL 501 E 0681-6750DZ Beach ------------------------------------------------------------------------------------------------- 5 Comfort Inn, N/w San Antonio TX 501 E 0676-6750DZ ------------------------------------------------------------------------------------------------- 6 Facto Stores of America Draper UT 501 E 0671-6750BZ ------------------------------------------------------------------------------------------------- 7 Facto Stores of America Mesa AZ 501 E 0693-6750DZ ------------------------------------------------------------------------------------------------- 8 Grove Bowling Center San Diego, CA CA 501 E 0661-6750DZ ------------------------------------------------------------------------------------------------- 9 Jeepers - Glenside Heights Glenside IL 501 E 0697-6750DZ Heights ------------------------------------------------------------------------------------------------- 10 Jeepers! Nyack NY 501 E 0656-6750DZ ------------------------------------------------------------------------------------------------- 11 Jeepers! Phoenix AZ 501 E 6750-0667 ------------------------------------------------------------------------------------------------- 12 Jeepers! Livonia MI 501 E 0687-6750BZ ------------------------------------------------------------------------------------------------- 13 Joker's Family Fun & Games Portland ME 501E 0684-6750DZ ------------------------------------------------------------------------------------------------- 14 Joker's Famil Fun & Games Portsmouth NH 501 E 0698-6750DZ ------------------------------------------------------------------------------------------------- 15 Kodak Mobile Picture Planet Mobile Truck NY 501 E 0188-6754DZ ------------------------------------------------------------------------------------------------- 16 Laser Storm Pittsburgh PA 501 E 0682-6750DZ ------------------------------------------------------------------------------------------------- 17 Massachusetts Information Center Swansea MA 501 E 0658-6750 ------------------------------------------------------------------------------------------------- 18 Mesker Park Zoo - Front Gate Evansville, IN IN 501 E 0680-6750DZ ------------------------------------------------------------------------------------------------- 19 Mesker Park Zoo - Kley Bldg. Evansville IN 501 E 0664-6750DZ ------------------------------------------------------------------------------------------------- 20 Mulligan Famil Fun Center Murrieta CA 501 E 0688-6750DZ ------------------------------------------------------------------------------------------------- 21 N. Georgia Premium Outlets Dawsonville GA 501 E 6750-0672DZ ------------------------------------------------------------------------------------------------- 22 Santa Cruz Boardwalk Arcade Santa Cruz CA 501 E 0660-6750DZ ------------------------------------------------------------------------------------------------- 23 Skateland - pla daze Omaha, NE NE 501 E 0695-6750DZ ------------------------------------------------------------------------------------------------- 24 Sport Center Las Vegas NV 501 E 6750-0675 ------------------------------------------------------------------------------------------------- 25 Tanger Outlet - Common Area Gonzales LA 501 E 0683-6750BZ ------------------------------------------------------------------------------------------------- 26 Tan ers Outlets - Van Heusen Ft. Myers FL 501 E 6749-0589CZ ------------------------------------------------------------------------------------------------- 27 The Jungle, Fun & Adventure Glendale, AZ AZ 501E 0673-6750DZ ------------------------------------------------------------------------------------------------- 28 Waikele Premium Outlets Waipahu HI 501 E 0700-6750DZ -------------------------------------------------------------------------------------------------
U.S. Bancorp Equipment Finance, Inc., Stitch network Corporation formerly known as U.S. Lessee/debtor Bancorp Leasing & Financial [Lessor/Secured Party] By: By: /S/ Daniel Kearney ----------------------------------- ------------------------------ An authorized officer thereof Daniel Kearney 4/00 Vice President & General Counsel USBANCORP EQUIPMENT ACCEPTANCE AND AUTHORIZATION TO PAY PROCEEDS ------------------- AND LOAN AMENDMENT Equipment Finance Schedule Number -001-0015769-005 To: U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial Re: Schedule to Master Loan Agreement dated as of January I8. 2002 (the "Agreement") between U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial, as Secured Party, and Stitch Networks Corporation, as Debtor. YOU ARE HEREBY AUTHORIZED to disburse the proceeds of the loan evidenced by the Agreement as follows for the purchase of the personal property specified (the "Collateral"): $102,024.83 Dixie Narco VARIOUS FILM PRODUCT DISPENSING VENDING MACHINES AS FURTHER DESCRIBED IN COLLATERAL TILE; TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. TOTAL AMOUNT TO BE DISBURSED $102,024.83 YOU ARE HEREBY FURTHER AUTHORIZED to insert in the Agreement the date of disbursement of funds under this Authorization as the Effective Date of the Agreement. WE HEREBY CERTIFY AND ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the Collateral has been delivered to us; b) any necessary installation of the Collateral has been fully and satisfactorily performed; c) after full inspection thereof, we have accepted the Collateral for all purposes as of the date hereof; d) upon the disbursement of the proceeds of the loan as set forth above, the Secured Party will have FULLY and satisfactorily satisfied all its obligations under the Agreement; e) any and all conditions to the effectiveness of the Agreement or to our obligations under the Agreement have been satisfied; f) we have no defenses. set-offs or counterclaims to any such obligations; and, g) the Agreement is in FULL force and effect. WE HEREBY REPRESENT AND WARRANT FOR THE BENEFIT OF SECURED PARTY THAT: a) any right we may have now or in the future to reject the Collateral or to revoke our acceptance thereof has terminated as of the date hereof; b) we hereby waive any such right; c) the date of this Authorization is the earliest date upon which the certifications, acknowledgments, representations and warranties made herein could be correctly and properly trade. We hereby acknowledge that the Secured Party is relying on this Authorization as a condition to disbursing the proceeds of the loan as set forth above. IN WITNESS whereof we have executed this Certificate as of the 18th day of January, 2002 Upon satisfactory installation and Stitch Netwoks Corporation Delivery please si=n, date arid return to: Vice President & General Counsel U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial By: /S/ Daniel Kearney PO Box 2177 ---------------------------- 7659 S.W. Mohawk Street Daniel Kearney Tualatin, OR 9 7062 Vice President & General Counsel 4/00 USBANCORP INSURANCE AUTHORIZATION AND VERIFICATION ---------------------- EQUIPMENT FINANCE Date: January 17, 2002 Schedule Number: 001-0015769-005 To: Stitch Networks Corporation (the "Customer") 500 North Walnut Road, Kennett Square, PA 19348 From: U.S. Bancorp Equipment Finance, Inc., formerly known ("Creditor") as U.S. Bancorp Leasing & Financial PO Box 2177, 7659 S.W Mohawk Street Tualatin,OR 97062 TO THE CUSTOMER: Please execute below and return this to Creditor will: hour document package Creditor will fax this document to your insurance agent for verification. In connection with one or more financing arrangements, Creditor requires that its insurable interest in the financed property (the "Property") be described as "Creditor and its successors and assigns shall be covered as Additional Insured and Loss Payee with regard to all equipment financed or leased by Policy Holder through or from Creditor." The required coverage must include, but is not limited to, fire, extended coverage, vandalism, theft and general liability. If such coverage is not provided within 15 days, we have the right to purchase such insurance at your expense- Should you have any questions, please contact our Insurance Department at (503) 797-0277. Customer authorizes the Agent named below: 1) to complete and return this letter as indicated; and 2) to endorse the policy and subsequent renewals to reflect the required coverage.
Agent: Insurance & Financial Services, Ltd. Stitch Networks Corporation Address: 664 Yorklyn Road, P.o Box 970 Hockessin,DE 19707-0970 By:/S/ DANIEL Kearny Phone: (302)-239-2355 Daniel Kearney Fax: (302)-239-5722 Vice President & General Counsel E-Mail ________________________________
TO THE AGENT: In lieu of providing a certificate, please execute this letter in the space below and promptly fax it to Creditor at (503) 797-0287. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Print Name Of Agency: By: By: ----------------------------- By: ----------------------------- Print name Date: --------------------- ------------------------------ Property Description: Various Film Product Dispensing Vending Machines as further described in Collateral file; TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. Insurable Value: S102,024.83 USBANCORP SCHEDULE TO MASTER LOAN AGREEMENT ------------------- Equipment FINANCE Stitch Networks Corporation 500 North Walnut Road Kennett Square, PA 19348 5121,958.71 Effective Date Schedule Number -001-0015769-006 _______________ 1. THIS SCHEDULE is made between Stitch Networks Corporation as Debtor, and U.S. BANCORP EQUIPMENT FINANCE, INC., FORMERLY KNOWN as U.S. BANCORP LEASING & FINANCIAL, (which, together with its successors and assigns, shall be called the "Secured Party") pursuant to the Master Loan Agreement dated as of May 22, 2001 between Debtor and Secured Party (the "Loan Agreement"), the terms of which (including the definitions) are incorporated herein. The terms of the Loan Agreement and this Schedule together shall constitute a separate instrument. Capitalized terms used but not defined herein are used with the respective meanings specified in the Loan Agreement. If any tenns hereof are inconsistent with the terms of the Loan Agreement, the terms hereof shall prevail. 2. For value received, Debtor hereby promises to pay to the order of Secured Party the principal amount of One Hundred Twenty One Thousand Nine Hundred Fifty Eight Dollars and 71/100 Dollars (5121,958.71) with interest on any outstanding principal balance at the rate(s) specified herein from the Effective Date hereof until this Schedule shall have been paid in full in accordance with the following payment schedule: Thirty Four (34) installments in the amount of 53,974.93 each including the entire amount of interest accrued on this Schedule at the time of payment of each installment. The first payment shall be due March 31, 2002 and a like payment shall be due on the same day of each succeeding month thereafter until the entire principal and interest have been paid. At the time of the final installment hereon, all unpaid principal and interest shall be due and owing. As a result, such final installment may be substantially more or substantially less than the installments specified herein. In addition, Debtor shall pay a pro rata interim payment in the amount of $132.50 beginning on the date of funding and continuing until the Effective Date hereof. The interim payment shall be due and payable on the Effective Date. 3. Debtor promises to pay interest on the principal balance outstanding at a rate of 7.18 percent per annum. 4. PAYMENT ADJUSTMENT. In the event that a Forward Rate Lock Agreement has not been executed, on the date of funding (the 'Adjustment Date') the interest rate set forth herein and the installments due hereunder shall be recalculated based upon a change in the spot rate for 36-month U. S. Bancorp's Funds Transfer Pricing Rate/Cost of Funds (the "Spot Rate") from February 15, 2002 until the Adjustment Date. If, on the Adjustment Date, the Spot Rate is greater than 3.46%, then such interest rate and installments shall be adjusted accordingly to reflect the actual rate. Thereafter, the interest rate and installments shall remain fixed during the Term hereof. In no event shall the interest rate or the installments be decreased. 5. Each of Debtor, if more than one, and all other parties who at any time may be liable hereon in any capacity, hereby jointly and severally waive diligence, demand, presentment, presentment for payment, protest, notice of protest and notice of dishonor of this Schedule, and authorize the Secured Party, without notice, to grant extensions in the time of payment of and reductions in the rate of interest on any moneys owing on this Schedule. The following prope rty is hereby made Collateral for all purposes under the Loan Agreement: Film Product Dispensing Vending Machines; See Exhibit "A" attached hereto and made a part hereof; TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. 7. The Collateral hereunder shall be based at the following location(s): See Attached Exhibit "A" IN WITNESS WHEREOF, Debtor has executed this Schedule this 2oth day of February, 2002. U.S. Bancorp Equipment Finance, Inc., formerly known as Stitch networks Corporation U.S. Bancorp Leasing & Financial By: By: ------------------------------------- ------------------------------ An Authorized Officer Thereof Vice President eneraounsel 1/01 ADDRESS FOR ALL NOTICES: PO Box 2177, 7659 S.W. Mohawk Street Tualatin, OR 97062 US BANCORP EQUIPMENT ACCEPTANCE AND AUTHORIZATION TO PAY PROCEEDS AND LOAN AMENDMENT EQUIPMENT FINANCE Schedule Number -001-0015769-006 To: U.S. Bancorp Equipment Finance, Inc, formerly known as U.S. Bancorp Leasing & Financial Re: Schedule to Master Loan Agreement dated as of_______________________ (the "Agreement") between U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial, as Secured Party, and Stitch Networks Corporation, as Debtor. YOU ARE HEREBY AUTHORIZED to disburse the proceeds of the loan evidenced by the Agreement as follows for the purchase of the personal property specified (the "Collateral"): 573,958.71 DIXIE NARCO 48,000.00 STITCH NETWORKS CORPORATION FILM PRODUCT DISPENSING Vending Machines; See Exhibit "A" attached hereto and made a part hereof; ' TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. TOTAL AMOUNT TO BE DISBURSED 5121,958.71 YOU ARE HEREBY FURTHER AUTHORIZED to insert in the Agreement the date of disbursement of funds under this Authorization as the Effective Date of the Agreement. WE HEREBY CERTIFY AND ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the Collateral has been delivered to us; b) any necessary installation of the Collateral has been fully and satisfactorily performed; c) after full inspection thereof, we have accepted the Collateral for all purposes as of the date hereof, d) upon the disbursement of the proceeds of the loan as set forth above, the Secured Party will have fully and satisfactorily satisfied all its obligations under the Agreement; e) any and all conditions to the effectiveness of the Agreement or to our obligations under the Agreement have been satisfied; f) we have no defenses, set-offs or counterclaims to any such obligations; and, g) the Agreement is in full force and effect. WE HEREBY REPRESENT AND WARRANT FOR THE BENEFIT OF SECURED PARTY THAT: a) any right we may have now or in the future to reject the Collateral or to revoke our acceptance thereof has terminated as of the date hereof b) we hereby waive any such right; c) the date of this Authorization is the earliest date upon which the certifications, acknowledgments, representations and warranties made herein could be correctly and properly made. We hereby acknowledge that the Secured Party is relying on this Authorization as a condition to disbursing the proceeds of the loan as set forth above. IN WITNESS WHEREOF, we have executed this Certificate as of tire 20th day of February, 2002. Upon satisfactory installation and Stitch Networks Corporation Delivery please sign, date and return to: U.S. Bancorp Equipment Finance, Inc., By: formerly known as U.S. -------------------------------- Bancorp Leasing S, Financial Daniel kearney PO Box 2177 Vice President & General Counsel 7659 S.W. Mohawk Street Tualatin, OR 9706? 4/00 LOAN AMENDMENT, IF APPLICABLE (May Be DISCARDED If No Amendment Is Necessary) This Amendment pertains to Schedule Number -001-0015769-006 for the Schedule to Master Loan Agreement, dated as of February 15, 2002, between U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial as Secured Party and Stitch Networks Corporation as Debtor (the "Agreement"): TO THE EXTENT THAT THE INFORMATION SET FORTH IN THE AGREEMENT REQUIRES MODIFICATION, SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY AMENDED AS FOLLOWS: The monthly installment is $__________________________ The total amount financed is $________________________ The model/serial number of the Collateral is _________________. The first monthly installment is due on ______________________. Other:_____________________________________________________________ ___________________________________________________________________ All provisions of the Agreement other than those which are inconsistent with the provisions of this Amendment are hereby ratified and confirmed. If no information has been inserted above, the terms of the Agreement shall remain unchanged. IN WITNESS WHEREOF, we have executed this Amendment as of the________ day of , 20_____. [EXECUTION OF THIS PAGE IS ONLY REQUIRED IF AMENDMENT INFORMATION HAS BEEN INSERTED ABOVE] If execution is required, Stitch Networks Corporation please sign, date and return this page along with Page One of this Certificate to: U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial By: PO Box 2177 Daniel Kearnev 7659 S.W. Mohawk Street Vice President & General Counsel Tualatin, OR 97062 AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE ARE ACKNOWLEDGED AND APPROVED BY SECURED PARTY. U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial By: ---------------------------------- An Authorized Officer Thereof 4/00 USBANCORP EXHIBIT "A" --------------------------- Equipment Finance Schedule Number -001-0015769-006 Reference is made to that certain Master Lease Agreement, or Master Loan Agreement dated May 22, 2001, and Schedule dated February 15 2002 (the "Agreements") wherein U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial is the Lessor/Secured Party and Stitch Networks Corporation is the Lessee/Debtor. The "Property" and/or "Collateral" (as defined and used in the above Agreements and any and all related documents) includes the following: Film Product Dispensing Vending Machines;
Serial Number Site Location City State ------------- ------------- ---- ----- 0441-B Rex Plex Elizabeth NJ 0446-8 Park Central Appleton WI 0447-B Celebration Station Tulsa OK 0449-B Putt-Putt Golf Arlington TX 0967-6701 Putt-Putt Golf Hurst TX 1392-6459 Miami Seaquarium-Flipper Lagoon Miami FL 1418-6459 Miami Seaquarium-Killer Whale Stadium Miami FL 4095-6469 Miami Seaquarium-Remote Boats Miami FL 3326-6529 Clarion Bay View San Diego CA 4076-6469 Penn's Landing Philadelphia PA 4103-6469 Times Square Visitors Center New York NY 1400-6459 Playscape USA Mt. Kisco NY 4067-6469 Nickel-A-Play - Colorado Springs Colorado Springs CO 4069-6469 Nickel-A-Play - Thornton Thornton CO 4078-6469 Nickel-A-Play - Aurora (Parker Road) Aurora CO 4087-6469 Georgetown Factory Stores Georgetown KY 4077-6469 Jeepers - Norfolk Norfolk VA 4096-6469 Jeepers - Olathe Olathe KS
Page 1 of 2 Film Product Dispensing Vending Machines, Model 501C
Serial Number Location City State --------------------------------------------------------------------------------------------------------- 0685-6750DZ A - Boomers - Outside to Amusement Rides Dania Beach FL --------------------------------------------------------------------------------------------------------- 0020-6720BZ A - Jeepers - Concord Mills Concord NC --------------------------------------------------------------------------------------------------------- 0014-6720BZ A - Miami Ice Arena Miami FL --------------------------------------------------------------------------------------------------------- 0665-6750DZ A - Playmobile Fun Park Palm Beach FL Gardens --------------------------------------------------------------------------------------------------------- 0185-6754 Olympics - Athlete's Village - Dining Hall - #6 Salt Lake City UT --------------------------------------------------------------------------------------------------------- 0184-6754 Olympics - Athlete's Village - I-Zone Game Salt Lake City UT Ctr - #5 --------------------------------------------------------------------------------------------------------- 0183-6754 Olympics - Athlete's Village - Residential Salt Lake City UT Game Ctr - #4 --------------------------------------------------------------------------------------------------------- 0186-6754 Olympics - Coca-Cola Tent - Bobsled - #7 Salt Lake City UT --------------------------------------------------------------------------------------------------------- 0187-6754 Olympics - Coca-Cola Tent - Curling - #8 Salt Lake City UT --------------------------------------------------------------------------------------------------------- 0190-6754 Olympics - Coca-Cola Tent - SLC - #9 Salt Lake City UT --------------------------------------------------------------------------------------------------------- 0180-6754 Olympics - Deer Valle - #2 Park City UT --------------------------------------------------------------------------------------------------------- Previously Submitted Olympics - Kodak Mobile Picture Planet (#1) - Salt Lake City UT #14 --------------------------------------------------------------------------------------------------------- 0199-6754 Olympics - Kodak Mobile Picture Planet (#2) - Salt Lake City UT #17 --------------------------------------------------------------------------------------------------------- 0203-6754 Olympics - Park City Mtn Resort - Marriott Park City UT Hotel - #16 --------------------------------------------------------------------------------------------------------- 0202-6754 Olympics - Park City Mtn Resort - Ski Lift - Park City UT #15 --------------------------------------------------------------------------------------------------------- 0195-6754 Olympics - Salomon Miner's Hospital (#1) - Park City UT #10 --------------------------------------------------------------------------------------------------------- 0196-6754 Olympics - Salomon Miner's Hospital (#2) - Park City UT #11 --------------------------------------------------------------------------------------------------------- 0179-6754 Olympics - Salt Lake Ice Center - #1 Salt Lake Cit UT --------------------------------------------------------------------------------------------------------- 0196-6754 Olympics - The Lodge at Soldier Hollow - #13 Midwa UT --------------------------------------------------------------------------------------------------------- 0199-6754 Olympics - USA House at Olympic Live Salt Lake City UT Center - #12 --------------------------------------------------------------------------------------------------------- 0182-6754 Olympics - Utah Olympic Park - #3 Park City UT ---------------------------------------------------------------------------------------------------------
TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF TN I FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. U.S. Bancorp Equipment Finance, Inc., U.S. Stitch Networks formerly known as Corporation Bancorp Leasing & Financial [Lessee/Debtor] [Lessor/Secured Party] By: /S/ Daniel Kearney By: Daniel Kearney An authorized officer thereof Vice President & General Counsel 4/00 Page 2 of 2 USBANCORP INSURANCE AUTHORIZATION AND VERIFICATION EQUIPMENT FINANCE Date: February 15, 2002 Schedule Number: -001-0015769-006 To: Stitch Networks Corporation (the "Customer") 500 North Walnut Road, Kennett Square, PA 19348 From: U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial ("Creditor") PO Box 2177, 7659 S.W. Mohawk Street Tualatin, OR 97062 TO THE CUSTOMER: Please execute below and return this to Creditor with your document package Creditor will fax this document to your insurance agent for verification. In connection with one or more financing arrangements, Creditor requires that its insurable interest in the financed property (the "Property") be described as "Creditor and its successors and assigns shall be covered as Additional Insured and Loss Payee with regard to all equipment financed or leased by Policy Holder through or from Creditor." The required coverage must include, but is not limited to, fire, extended coverage, vandalism, theft and general liability. If such coverage is not provided within 15 days, we have the right to purchase such insurance at your expense. Should you have any questions, please contact our Insurance Department at (503) 797-0277. Customer authorizes the Agent named below: 1) to complete and return this letter as indicated; and 2) to endorse the policy and subsequent renewals to reflect the required coverage.
Agent: Insurance & Financial Services, Ltd. Stitch Networks Corporation Address: 664 Yorklyn Road, P.O. Box 970 Hockessin,DE 19707-0970 By:/S/ Daniel Kearney -------------------------------- Phone: (302)-239-2355 Daniel Kearney Fax: (302)-239-5722 Vice President & General Counsel E-Mail ___________________________________
TO THE AGENT: In lieu of providing a certificate, please execute this letter in the space below and promptly fax it to Creditor at (503) 797-0287. Agent hereby verities that the above requirements have been met in regard to the Property listed below. Print Name Of Agency: By: ------------------------------- By: ------------------------------- Print Name Date ----------------------- ---------------------------- Property Description: Film Product Dispensing Vending Machines; Sec Exhibit "A" attached hereto and made a part hereof; TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. Insurable Value: 5121,955.71 5/0 1 USBANCORP SCHEDULE TO MASTER LOAN AGREEMENT ----------------------------------- Equipment Finance Stitch Networks Corporation 500 North Walnut Road Kennett Square, PA 19348 $88,303.19 Effective Date_______________ Schedule Number -001-0015769-007 1. THIS SCHEDULE is made between STITCH NETWORKS CORPORATION as Debtor, and U.S. BANCORP EQUIPMENT FINANCE, INC., formerly known as U.S. Bancorp Leasing & Financial, (which, together with its successors and assigns, shall be called the "Secured Party") pursuant to the Master Loan Agreement dated as of May 22, 2001 between Debtor and Secured Party (the "Loan Agreement"), the teens of which (including the definitions) are incorporated herein. The terms of the Loan Agreement and this Schedule together shall constitute a separate instrument. Capitalized terms used but not defined herein are used with the respective meanings specified in the Loan Agreement. If any terms hereof are inconsistent with the terms of the Loan Agreement, the terms hereof shall prevail. 2. For value received, Debtor hereby promises to pay to the order of Secured Party the principal amount of Eighty Eight Thousand Three Hundred Three and 19/100 Dollars ($88,303.19) with interest on any outstanding principal balance at the rate(s) specified herein from the Effective Date hereof until this Schedule shall have been paid in full in accordance with the following payment schedule: Thirty Two (32) installments in the amount of 53,059.66 each including the entire amount of interest accrued on this Schedule at the time of payment of each installment. The first payment shall be due April 29, 2002 and a like payment shall be due on the same day of each succeeding month thereafter until the entire principal and interest have been paid. At the time of the final installment hereon, all unpaid principal and interest shall be due and owing. As a result, such final installment may be substantially more or substantially less than the installments specified herein. In addition, Debtor shall pay a pro rata interim payment in the amount of $101.99 beginning on the date of Equipment Acceptance and continuing until the Effective Date hereof. The interim payment shall be due and payable on the Effective Date. 3. Debtor promises to pay interest on the principal balance outstanding at a rate of 7.66 percent per annum. 4. PAYMENT ADJUSTMENT. In the event that a Forward Rate Lock Agreement has not been executed, on the date of funding (the 'Adjustment Date') the interest rate set forth herein and the installments due hereunder shall be recalculated based upon a change in the spot rate for 32-month U. S. Bancorp's Funds Transfer Pricing Rate/Cost of Funds (the "Spot Rate") from March 26, 2002 until the Adjustment Date. If, on the Adjustment Date, the Spot Rate is greater than 4.08%, then such interest rate and installments shall be adjusted accordingly to reflect the actual rate. Thereafter, the interest rate and installments shall remain fixed during the Tenn hereof. In no event shall the interest rate or the installments be decreased. 5. Each of Debtor, if more than one, and all other parties who at any time may be liable hereon in any capacity, hereby jointly and severally waive diligence, demand, presentment, presentment for payment, protest, notice of protest and notice of dishonor of this Schedule, and authorize the Secured Party, without notice, to grant extensions in the time of payment of and reductions in the rate of interest on any moneys owing on this Schedule. 6. The following property is hereby made Collateral for all purposes under the Loan Agreement: Film Product Dispensing Vending Machines; See Exhibit "A" attached hereto and made a part hereof; TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. 7. The Collateral hereunder shall be based at the following location(s): See Exhibit "A" attached Hereto and made a part hereof IN WITNESS WHEREOF, Debtor has executed this Schedule this 27 th day of March ,2002. U.S. BANCORP EQUIPMENT FINANCE, INC., FORMERLY KNOWN AS Stitch Networks Corporation U.S. Bancorp Leasing & Financial By: By: /S/ Daniel Kearney ---------------------------- --------------------------------- An Authorized Officer Thereof Daniel Kearney Vice President & General Counsel 1 /01 ADDRESS FOR ALL NOTICES: PO Box 2177, 7659 S.W. Mohawk Street Tualatin, OR 97062 USBANCORP EQUIPMENT ACCEPTANCE AND AUTHORIZATION TO PAY PROCEEDS AND LOAN AMENDMENT Schedule Number -001-001 5769-007 ---------------------------------- Equipment Finance To: U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial Re: Schedule to Master Loan Agreement dated as of __________________ (the "Agreement") between U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial, as Secured Party, and Stitch Networks Corporation, as Debtor. YOU ARE HEREBY AUTHORIZED to disburse the proceeds of the loan evidenced by the Agreement as follows for the purchase of the personal property specified (the "Collateral"): $67,303.19 Dixie Narco $21,000.00 Stitch Networks Corporation Film PRODUCT DISPENSING VENDING MACHINES; See Exhibit "A" attached hereto and made a part hereof; TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. TOTAL AMOUNT TO BE DISBURSED $67,303.19 YOU ARE HEREBY FURTHER AUTHORIZED to insert in the Agreement the date of disbursement of funds under this Authorization as the Effective Date of the Agreement. WE HEREBY CERTIFY AND ACKNOWLEDGE FOR THE BENEFIT OF SECURED PARTY THAT: a) the Collateral has been delivered to us; b) any necessary installation of the Collateral has been fully and satisfactorily performed; c) after full inspection thereof, we have accepted the Collateral for all purposes as of the date hereof; d) upon the disbursement of the proceeds of the loan as set forth above, the Secured Party will have fully and satisfactorily satisfied all its obligations under the Agreement; e) any and all conditions to the effectiveness of the Agreement or to our obligations under the Agreement have been satisfied; f) we have no defenses, set-offs or counterclaims to any such obligations; and, g) the Agreement is in full force and effect. WE HEREBY REPRESENT AND WARRANT FOR THE BENEFIT OF SECURED PARTY THAT: a) any right we may have now or in the future to reject the Collateral or to revoke our acceptance thereof has terminated as of the date hereof, b) we hereby waive any such right; c) the date of this Authorization is the earliest date upon which the certifications, acknowledgments, representations and warranties made herein could be correctly and properly made. We hereby acknowledge that the Secured Party is relying on this Authorization as a condition to disbursing the proceeds of the loan as set forth above. IN WITNESS WHEREOF, we have executed this Certificate as of the 27th day of March 2002. Upon Upon satisfactory installation and Delivery please sign, date and return to: U.S. Bancorp Equipment Finance, Inc., Stitch Networks Corporation formerly known as LES. Bancorp Leasing & Financial PO Box 2177 By: 7659 S.W. Mohawk Street Daniel Kearney Tualatin, OR 97062 Vice President & General Counsel 4l00 LOAN AMENDMENT, IF APPLICABLE (May Be DISCARDED If No Amendment Is Necessary) This Amendment pertains to Schedule Number -001-001 5769-007 for the Schedule to Master Loan Agreement, dated as of March 26, 2002, between U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial as Secured Party and Stitch Networks Corporation as Debtor (the "Agreement"): TO THE EXTENT THAT THE INFORMATION SET FORTH IN THE AGREEMENT REQUIRES MODIFICATION, SUBJECT TO THE APPROVAL OF SECURED PARTY, THE AGREEMENT IS HEREBY AMENDED AS FOLLOWS: The monthly installment is $_____________________ The total amount financed is $____________________ The model/serial number of the Collateral is__________________ The first monthly installment is due on_______________________ Other_______________________________________________________________________ ____________________________________________________________________________ All provisions of the Agreement other than those which are inconsistent with the provisions of this Amendment are hereby ratified and confirmed. If no information has been inserted above, the tenns of the Agreement shall remain unchanged. IN WITNESS WHEREOF, we have executed this Amendment as of the_____________ day of_______________ , 20____. [EXECUTION OF THIS PAGE IS ONLY REQUIRED IF AMENDMENT INFORMATION HAS BEEN INSERTED ABOVE] Upon Upon satisfactory installation and Delivery please sign, date and return to: U.S. Bancorp Equipment Finance, Inc., Stitch Networks Corporation formerly known as LES. Bancorp Leasing & Financial PO Box 2177 By:/S/ Daniel Kearney --------------------------------- 7659 S.W. Mohawk Street Daniel Kearney Tualatin, OR 97062 Vice President & General Counsel 4l00 AMENDMENTS TO THE AGREEMENT AS SET FORTH ABOVE ARE ACKNOWLEDGED AND APPROVED BY SECURED PARTY. U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial By: ___________________________________ An Authorized Officer Thereof US BANCORP INSURANCE AUTHORIZATION AND VERIFICATION ------------------------------ EQUIPMENT FINANCE Date: March 26, 2002 Schedule Number: -001-0015769-007 To: Stitch Networks Corporation (the "Customer") 500 North Walnut Road Kennett Square, PA 19348 From: U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial ("Creditor") PO Box 2177, 7659 S. W. Mohawk Street Tualatin, OR 97062 TO THE CUSTOMER: Please execute below and return this to Creditor with your document package. Creditor will fax this document to your insurance agent for verification. In connection with one or more financing arrangements, Creditor requires that its insurable interest in the financed property (the "Property's be described as "Creditor and its successors and assigns shall be covered as Additional Insured and Loss Payee with regard to all equipment financed or leased by Policy Holder through or from Creditor." The required coverage must include, but is not limited to, fire, extended coverage, vandalism, theft and general liability. If such coverage is not provided within 15 days, we have the right to purchase such insurance at your expense. Should you have any questions, please contact our Insurance Department at (503) 797-0277. Customer authorizes the Agent named below: 1) to complete and return this letter as indicated; and 2) to endorse the policy and subsequent renewals to reflect the required coverage. Agency: Insurance & Financial Services, Ltd. Stitch Networks Corporation Agent: John David ------------------------------- Address: 664 Yorklyn Road, P.O Box 970 By:/S/ Daniel Kearney ---------------------------- Hockessin,DE 19707-0970 Daniel Kearney Phone: (302)-239-2355 Vice President & General Counsel Fax: (302)-239-5722 E-Mail ____________________________________ TO THE AGENT: In lieu of providing a certificate, please execute this letter in the space below and promptly fax it to Creditor at (503) 797-0287. Agent hereby verifies that the above requirements have been met in regard to the Property listed below. Print Name Of Agency: By: ------------------------------------------- By: ------------------------------------------- Print Name: Date: ----------------------------------- ------------------------ Property Description: Film Product Dispensing Vending Machines; See Exhibit "A" attached hereto and made a part hereof; TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS, ADDITIONS, ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANN' AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES. Insurable Value: S88,303.19 5/01 USBANCORP. FIRST PAYMENT INVOICE ----------------------------- Equipment Finance PLEASE RETURN THIS PORTION WITH YOUR SCHEDULE NUMBER: -001-0015769-007 DUE DATE: April 29, 2 CREATE DATE: March 26, 2002 AMOUNT DUE: $3,454.66
Stitch Networks Corporation U.S. Bancorp Equipment Finance, Inc., 500 North Walnut Road formerly known as U.S. Bancorp Leasing & Financial Kennett Square, PA 19348 7659 S.W. Mohawk Street Tualatin, OR 97062 Attention: Daniel Kearney Customer Phone Number: (888) 427-8743
>>>>>>>>PLEASE RETAIN THIS PORTION FOR YOUR RECORDS<<<<<<<< U.S. Bancorp Equipment Finance, Inc., formerly known as U.S. Bancorp Leasing & Financial 7659 S.W. Mohawk Street Tualatin, OR 97062 QUESTIONS? PLEASE CALL 800-253-3468 INVOICE SUMMARY
ACCOUNT: -001-0015769-007 AMOUNT DUE: $3,454.66 DUE DATE: April 29, 2002 CREATE DATE: March 26, 2002 --------------------------------------------------------------------- ----------------------------------------- --------------------------------------------------------------------- ----------------------------------------- CURRENT CHARGES PAYMENT ONE I $3,059.66 --------------------------------------------------------------------- ----------------------------------------- Pro-Rated Rental Due Based on $101.99 per day from date of To Be Determined funding thru effective date based on disbursement of $88,303.19 --------------------------------------------------------------------- ----------------------------------------- DOCUMENTATION FEE 5395.00 --------------------------------------------------------------------- ----------------------------------------- --------------------------------------------------------------------- ----------------------------------------- TOTAL CURRENT CHARGES 53,454.66 --------------------------------------------------------------------- -----------------------------------------
TOTAL AMOUNT DUE THIS INVOICE MUST MUST BE PAID WITHIN TEN (10) DAYS OF DUE DATE TO AVOID LATE CHARGES 6/00