{"id":42546,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-lease-agreement-digital-financial-services-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-lease-agreement-digital-financial-services-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-lease-agreement-digital-financial-services-and.html","title":{"rendered":"Master Lease Agreement &#8211; Digital Financial Services and Amazon.com Inc."},"content":{"rendered":"<pre>\n[Digital Financial Services Letterhead]\n\nMASTER LEASE AGREEMENT NO. 6672336\n\nMASTER LEASE AGREEMENT dated as of February 12, 1997 by and between Digital\nFinancial Services, a division of General Electric Capital Corporation\n(hereinafter called 'Lessor'), having its principal place of business at 1400\nComputer Drive, Westborough, Massachusetts 01581, and Amazon.Com, Inc.\n(hereinafter called 'Lessee') having its principal place of business at 1516\nSecond Avenue, Fourth Floor, Seattle, WA 98101.\n\nLessee and Lessor hereby agree to the Terms and Conditions of Lease set forth\nbelow on pages 1 through 4, and further agree that the only amendment,\nmodification or waiver of the terms hereof must be in writing signed by both\nparties. THIS AGREEMENT AND EACH LEASE WILL BE GOVERNED BY THE LAWS OF THE\nCOMMONWEALTH OF MASSACHUSETTS.\n\nLESSEE:  Amazon.Com, Inc.              LESSOR:  Digital Financial Services, a\ndivision of\n                                                General Electric Capital\nCorporation\n\nBy: Jeff P. Bezos                               By:\n    ------------------------------                 ---------------------------\n    (Signature)                                    (Signature)\n\n    Jeff P. Bezos\n    ------------------------------                 ---------------------------\n    (Print Or Type Name)                           (Print Or Type Name)\n\n    President\/CEO\n    ------------------------------                 ---------------------------\n    (Print Or Type Title)                          (Print Or Type Title)\n\n\n                          TERMS AND CONDITIONS OF LEASE\n1.    LEASE OF PROPERTY\n\n      Lessor agrees to lease to Lessee, subject to the terms of this Master\nLease Agreement (this 'Agreement') the equipment (the 'Equipment') and\/or\nsoftware ('Software') listed on each schedule executed from time to time\npursuant to this Agreement (each, an 'Equipment Schedule').\n\n      Each Equipment Schedule shall be substantially in either the form annexed\nhereto as Schedule 'A' Commercial or Schedule 'A' Tax Oriented, shall\nincorporate by reference therein all of the terms and conditions of this\nAgreement, and shall include such other terms and conditions upon which the\nparties may agree.\n\n      Each Equipment Schedule will constitute a separate agreement (each, a\n'Lease') for the lease of the Equipment and, if applicable, for the payment of\nany software license fee being financed ('Software License Fee') with respect to\nitems of operating or application Software listed on such Equipment Schedule.\n\n      Lessor and Lessee agree that each Lease is a 'Finance Lease' as defined by\nSection 103 of Article 2A of the Uniform Commercial Code, and that Lessor has\nnot selected, manufactured or supplied the Equipment and\/or Software, and is\nacquiring the Equipment for the purposes of leasing it to Lessee pursuant to the\nLease.\n\n2.    TERM\n\n      The term of this Agreement shall commence on the date set forth above and\nshall continue in effect thereafter as long as any Lease entered into pursuant\nto this Agreement remains in effect. The term of each Lease shall commence on\nthe date the Equipment and\/or Software is accepted by Lessee as set forth in\nSection 6 'Delivery and Lessee Acceptance' ('Commencement Date') and shall\ncontinue thereafter for the number of months\/years set forth in such Lease\n('Initial Term').\n\n\n\n3.    LEASE PAYMENTS\n\n      As rent ('Lease Payments') for the Equipment and\/or Software subject to\nany Lease, Lessee hereby agrees to pay the amounts specified in the related\nEquipment Schedule at the times specified therein. LESSEE AND LESSOR ACKNOWLEDGE\nTHAT EACH LEASE CONSTITUTES A NET LEASE AND SUCH LEASE PAYMENTS ARE TO BE MADE\nWITHOUT NOTICE OR DEMAND AND WITHOUT ABATEMENT, DEDUCTION OR SET-OFF OF ANY\nAMOUNT WHATSOEVER, AND LESSEE FURTHER ACKNOWLEDGES THAT ITS OBLIGATION TO PAY\nLEASE PAYMENTS AND ANY OTHER AMOUNTS OWING HEREUNDER AND UNDER ANY LEASE SHALL\nBE ABSOLUTE AND UNCONDITIONAL. LESSEE AGREES THAT NO LEASE ENTERED INTO IN\nCONNECTION WITH THIS AGREEMENT MAY BE TERMINATED EXCEPT AS EXPRESSLY PROVIDED\nHEREIN.\n\n      Lease Payments shall be paid to Lessor at the address of Lessor set forth\nabove or at such other address as Lessor may designate from time to time in\nwriting or, if such Lease Payments are payable to an Assignee (as such term is\ndefined in Section 17 hereof), then at the address designated from time to time\nby such Assignee in writing.\n\n      Any Lease Payments or other sums payable under any Lease which are not\npaid when due shall be subject to a late charge of five cents ($.05) per dollar\non and in addition to such Lease Payment or other sum, or such lesser amount as\nmay be the maximum permitted by law, to compensate Lessor for additional\ncollection costs not contemplated by the Lease.\n\n4.    ASSIGNMENT OF PURCHASE DOCUMENTS\n\n      Lessee hereby assigns to Lessor all of Lessee's rights and interest in and\nto: (a) the Equipment described in any Equipment Schedule and (b) any purchase\norder, contract or other documents (collectively, 'Purchase Documents') relating\nthereto that Lessee has entered into with the seller of the Equipment as\nspecified in such Equipment Schedule (the 'Seller'). The foregoing assignment is\nan assignment of rights only, and Lessee shall remain liable for all obligations\nunder the Purchase Documents except for the obligation to pay for the Equipment\nas described in Section 7 hereof. If the Seller is not Digital Equipment\nCorporation, Lessee shall deliver to Lessor a writing acceptable to Lessor\nwhereby Seller acknowledges, and provides any required consent to, such\nassignment. If Lessee has not entered into any Purchase Document for the\nEquipment with Seller, Lessee authorizes Lessor to act as Lessee's agent to\nissue a purchase order to Seller for the Equipment and for associated matters\nand such purchase order shall be considered a Purchase Document for the purposes\nof this Section 4. By entering into the applicable Equipment Schedule, Lessee\nrepresents and warrants that Lessee either (y) has reviewed, approved and\nreceived a copy of the associated Purchase Documents, or (z) has been informed\nby Lessor (i) of the identity of the Seller, (ii) that Lessee may have rights\nunder the Purchase Documents and (iii) that Lessee may contact Seller for a\ndescription of such rights.\n\n5.    SOFTWARE PRODUCE LICENSE AND FINANCING OF LICENSE FEE\n\n      Lessee acknowledges that any Software listed on any Equipment Schedule or\nincorporated as a component of any Equipment listed on such Equipment Schedule\nis furnished to Lessee under separate software product license or licenses with\nthe licenser thereof ('Licensor'). Any separately stated license fee for such\nSoftware is shown on the applicable Equipment Schedule as the Software License\nFee. Lessee's rights to the Software are governed by its license agreement with\nthe Licensor. Lessee shall have a continuing right to use the Software with the\nEquipment (or as otherwise provided) in accordance with the terms and conditions\nof such license agreement upon payment of all amounts due under the applicable\nLease.\n\n6.    DELIVERY AND LESSEE ACCEPTANCE\n\n      Lessee shall cause the Equipment and\/or Software to be delivered to Lessee\nat the location shown on the applicable Equipment Schedule, and Lessee shall\naccept the Equipment and\/or Software as soon as it is delivered or, if\nacceptance criteria is specified in the applicable Purchase Documents or\nSoftware license, as soon as it has met such criteria. Lessee shall evidence its\nacceptance of the Equipment and\/or Software and commencement of the Lease with\nrespect thereto by executing and delivering to Lessor a Certificate of\nAcceptance substantially in the form of Schedule B hereto. By such \n\n\n\n                                      -2-\n\n\nexecution and delivery, Lessee (a) represents and warrants that it has selected\nthe Equipment and Software, (b) irrevocably accepts such Equipment and Software\nsubject to the Lease, and (c) confirms the Commencement Date of the Lease.\n\n7.    PURCHASE OF EQUIPMENT\n\n      Provided that no Event of Default (as defined in Section 22) exists, and\nno event has occurred and is continuing that with notice or lapse of time or\nboth constitutes an Event of Default, Lessor shall be obligated to purchase the\nEquipment from Seller and advance the Software License Fee to the Licensor, as\nthe case may be, and to lease the same to the Lessee if (and only if) Lessor\nreceives on or before the 'Latest Commencement Date' set forth in the applicable\nEquipment Schedule, the related Certificate of Acceptance and said Equipment\nSchedule (both executed by the Lessee), and such other documents and assurances\nas Lessor may reasonably request. If for any reason a Lease does not commence by\nsuch Latest Commencement Date, Lessor shall have no obligation to purchase the\nEquipment or advance the Software License Fee, and Lessor may reassign to Lessee\nall rights under the Purchase Documents and Lessee shall be liable to Seller and\nLicensor for any payment due under the Purchase Documents or any Software\nlicense documents, respectively. Notwithstanding anything herein to the\ncontrary, if there is a material adverse change in Lessee's financial condition\nprior to the Commencement Date of any Lease, Lessor may, upon notice, cancel its\nobligations under such Lease to lease the Equipment and\/or Software to Lessee.\n\n8.    QUIET ENJOYMENT AND DISCLAIMER OF WARRANTIES\n\n      (a) So long as Lessee shall not be in default of any of the provisions of\nthis Agreement and any Lease, neither Lessor nor any Assignee of Lessor will\ndisturb Lessee's quiet and peaceful possession of the Equipment and\/or Software\nand Lessee's unrestricted use thereof for the purposes intended.\n\n      (b) Disclaimer of Warranties: Lessee acknowledges that it has made the\nselection of each item of Equipment and Software based upon its own judgment and\nexpressly disclaims any reliance upon statements made by Lessor. LESSOR MAKES NO\nEXPRESS OR IMPLIED WARRANTIES INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR\nA PARTICULAR USE WITH RESPECT TO THE EQUIPMENT AND SOFTWARE AND HEREBY DISCLAIMS\nTHE SAME. LESSOR SHALL HAVE NO LIABILITY FOR ANY DAMAGES, WHETHER DIRECT,\nINDIRECT, GENERAL, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL, INCURRED BY\nLESSEE AS A RESULT OF ANY DEFECT OR MALFUNCTION OF THE EQUIPMENT OR SOFTWARE.\nLESSEE SHALL LOOK SOLELY TO THE EQUIPMENT SELLER OR SOFTWARE LICENSOR FOR ANY\nAND ALL CLAIMS RELATED TO THE EQUIPMENT OR SOFTWARE. LESSEE UNDERSTANDS AND\nAGREES THAT NEITHER THE SELLER NOR THE LICENSOR NOR ANY SALESPERSON OR AGENT OF\nTHEM IS AN AGENT OF LESSOR. NO SALESPERSON OR AGENT OF THE SELLER OR LICENSOR IS\nAUTHORIZED TO WAIVE OR ALTER THIS AGREEMENT OR ANY LEASE, AND NO REPRESENTATION\nBY THEM SHALL IN ANY WAY AFFECT LESSEE'S DUTY TO PAY THE LEASE PAYMENTS AND\nPERFORM ITS OBLIGATIONS UNDER ANY LEASE. LESSOR HEREBY ASSIGNS TO LESSEE, FOR\nAND DURING THE TERM OF THE APPLICABLE EQUIPMENT SCHEDULE, ANY WARRANTY ON THE\nEQUIPMENT OR SOFTWARE PROVIDED BY THE SELLER OR LICENSOR.\n\n9.    TITLE, LOCATION AND INSPECTION\n\n      Title to each item of Equipment leased hereunder shall remain with Lessor\nat all times, and Lessee shall nave no right, title or interest therein except\nas expressly set forth in the Lease of such Equipment. Lessee at its expense\nwill protect and defend Lessor's title and the interest of any Assignee to the\nEquipment and will keep the Equipment free and clear from any and all claims,\nliens, encumbrances and legal processes of Lessee's creditors and other persons.\n\n      Lessee shall not move any Equipment from the location shown on the\napplicable Equipment Schedule without in each instance obtaining Lessor's prior\nwritten consent thereto. All items of Equipment shall at all times be and remain\npersonal property notwithstanding that any such Equipment may now or hereafter\nbe attached or fixed to realty. Lessee shall keep all Equipment free from any\nmarking or labeling which might be interpreted as a claim of ownership thereof\nby Lessee or any party other than Lessor or anyone so claiming through Lessor.\n\n\n\n                                      -3-\n\n      Lessor shall have the right, upon reasonable prior notice to Lessee and\nduring Lessee's regular business hours, to inspect the Equipment at its\nlocation.\n\n      Lessee shall, upon request of Lessor, make Lessee's log and maintenance\nrecords pertaining to the Equipment available to Lessor for inspection.\n\n10.   RETURN OF EQUIPMENT\n\n      Upon termination (by expiration or otherwise) of each Lease and unless the\nEquipment is purchased as provided in the applicable Equipment Schedule, Lessor\nor such other party as may be appointed by Lessor shall, at Lessee's sole cost\nand expense, de-install the Equipment and prepare the Equipment for return to\nLessor. Lessee shall, pursuant to Lessor's instructions and at Lessee's sole\ncost and expense (including, without limitation, expenses of transportation and\nin-transit insurance), return the Equipment to Lessor in the same operating\norder, repair, condition and appearance as when received, except for normal\ndepreciation and wear and tear, and eligible for a maintenance contract with the\nmanufacturer or the Equipment at standard rates. Lessee shall return the\nEquipment to Lessor at such address within the continental United States as\ndirected by Lessor.\n\n11.   USE AND MAINTENANCE\n\n      Lessee shall use the Equipment in a good and careful manner and in\ncompliance with applicable operating instructions and all applicable laws and\nregulations, including without limitation all applicable environmental laws and\nregulations, and for no purpose other than that for which such Equipment was\ndesigned.\n\n      Lessee, at its sole cost and expense, shall maintain the Equipment in good\nrepair, condition and working order, shall enter into and maintain in full force\nand effect during the term of the applicable Lease a standard maintenance\ncontract with the Seller or such other party reasonably acceptable to Lessor,\nand shall comply with all of its obligations contained therein. Lessee shall, at\nLessor's request, provide Lessor with a copy of such maintenance contract. All\nparts furnished in connection with such maintenance or repairs shall become\nproperty of Lessor and part of the Equipment for all purposes hereof.\n\n12.   ALTERATIONS AND ATTACHMENTS\n\n      Without the prior written consent of Lessor, Lessee shall not make any\nalterations, modification or attachments to the Equipment. All such permitted\nalterations, modifications and attachments made to the Equipment which cannot be\nremoved readily without materially damaging the functional capabilities or\neconomic value of the Equipment shall become the property of the Lessor and a\npart of the Equipment for all purposes hereof.\n\n13.   INSURANCE\n\n      For the entire term of each Lease and until Lessee returns or purchases\nthe Equipment pursuant to the terms of such Lease, Lessee shall purchase and\nmaintain at its own expense, (a) insurance against the loss of or damage to the\nEquipment, including, without limitation, loss by fire or other casualty, and\n(b) public liability and property damage insurance. All such insurance shall be\nin such amounts, in such form and with such insurers as shall be satisfactory to\nLessor. Each insurance policy will name Lessee as an insured and Lessor as an\nadditional insured and loss payee, and shall contain a clause requiring the\ninsurer to give Lessor at least thirty (30) days prior written notice of any\nalteration in the terms of such policy or of the cancellation thereof. Lessee\nshall furnish to Lessor a certificate of insurance or other evidence showing\nthat such insurance coverage is in effect. Lessee further agrees to give Lessor\nprompt notice of any insurance claims made or to be made pursuant to this\nSection. Lessee shall immediately upon notice from Lessor cause any Assignee to\nbe named as additional insured and\/or loss payees, as their interests may\nappear, under any insurance policy carried by Lessee with respect to the\nEquipment.\n\n14.   TAXES\n\n      In addition to Lease Payments as provided for herein, Lessee shall pay\nwhen due all fees, assessments and sales, use, property, excise and other taxes\nor levies of whatever nature now or hereafter imposed by any governmental body\nor agency upon any Lease or any Equipment and\/or Software; provided, however,\nLessee shall not be liable for any corporate \n\n\n\n                                      -4-\n\n\nfranchise taxes and\/or taxes imposed upon the net income of Lessor. Applicable\nsales and use taxes will be added to the Lease Payments unless Lessee provides\nevidence of direct payment authority or an exemption certificate valid in the\nstate to which the Equipment will be shipped.\n\n15.   RISK OF LOSS\n\n      Lessee hereby assumes and bears the entire risk of loss, theft, damage to\nor destruction of the Equipment during the continuance of the applicable Lease.\nNo such event shall relieve Lessee from its obligation to make Lease Payments or\nto perform any of its other obligations or pay any other sums payable by Lessee\nor under such Lease, except if such Lease terminates pursuant to Subsection (c)\nbelow.\n\n      In the event of loss or damage to any Equipment, Lessee shall immediately\ngive notice thereof to Lessor and Lessee shall, at the option of Lessor:\n\n      (a) place such Equipment in good repair, condition and working order, or\n\n      (b) replace such Equipment with identical Equipment in good repair,\ncondition and working order, with clear title thereto in Lessor, or\n\n      (c) pay to Lessor in cash within thirty (30) days after demand therefor an\namount equal to the total Lease Payments and other sums then due and owing under\nsuch Lease and either (i) the appropriate sum (herein called 'Stipulated Loss\nValue') set forth in the applicable Lease or (ii) if no such Stipulated Loss\nValue is so set forth in said Lease, the amount of all Lease Payments remaining\nand to become due thereunder with respect to the affected Equipment plus the\noption price contained in any applicable purchase option set forth in said Lease\nand the amount equal to any increased tax liability to Lessor, including\ninterest and penalties, arising from the loss to Lessor of any Federal tax\nbenefits under the Internal Revenue Code of 1986, as may be amended, with\nrespect to such Lease and the affected Equipment.\n\n      Upon payment by Lessee as aforesaid, Lessor shall transfer to Lessee,\nWITHOUT RECOURSE OR WARRANTY, EXPRESS OR IMPLIED (except for usual warranties of\ntitle), all of Lessor's right, title and interest, if any, in such Equipment on\nan 'AS IS', 'WHERE IS' basis. The proceeds of any insurance payable with respect\nto any loss or damage to the Equipment shall be applied at the option of Lessor\neither towards (i) Lessee's replacement, restoration or repair of the Equipment,\nor (ii) payment of any of Lessee's other obligations under the applicable Lease.\nLessee hereby appoints Lessor as Lessee's attorney-in-fact to make claim for, or\nreceive payment of and execute and endorse all documents, checks or drafts\nissued with respect to such loss or damage under any insurance policy relating\nthereto.\n\n16.   NO ASSIGNMENT BY LESSEE\n\n      LESSEE SHALL NOT TRANSFER, SELL, ASSIGN, SUBLET, SUBLICENSE, PLEDGE OR\nOTHERWISE DISPOSE OF, ENCUMBER OR SUFFER A LIEN OR ENCUMBRANCE UPON OR AGAINST\nLESSEE'S INTEREST IN ANY LEASE OR THE EQUIPMENT WITHOUT IN EACH SUCH INSTANCE\nOBTAINING THE PRIOR WRITTEN CONSENT OF LESSOR THERETO, which consent shall not\nbe unreasonably withheld. Any attempt by Lessee to do any of the foregoing\nwithout such consent shall be null and void. Lessor's consent to any of the\nforegoing acts shall not constitute consent to any other similar act nor shall\nsuch consent relieve Lessee from its duty to fully perform all of its\nagreements, covenants and conditions set forth in such Lease.\n\n17.   ASSIGNMENT BY LESSOR\n\n      Lessee acknowledges that Lessor may (i) sell and assign its interest in\neach Lease, the Lease Payments due thereunder and the Equipment and Software\nlisted therein, in whole or in part, to an assignee (the 'Assignee') which may\nbe represented by a bank or trust company acting as a trustee of such Assignee.\nLESSEE ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY LESSOR OR ANY ASSIGNEE\nSHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS UNDER THE ASSIGNED LEASE.\n\n      Any Assignee shall be entitled to enforce all the rights so assigned but\nshall be under no obligation to Lessee to perform any of Lessor's obligations\nunder the assigned Lease, the sole remedy of Lessee being against Lessor with\nLessee's rights against Lessor being unaffected except as provided herein.\n\n\n\n                                      -5-\n\n      Lessee agrees that upon notice of assignment of this Lease, it shall pay\ndirectly to the Assignee, unconditionally, all amounts which become due\nhereunder. Lessee specifically covenants and agrees that it will not assert\nagainst any Assignee any claims by way of abatement, defense, set-off,\ncounterclaim, recoupment or otherwise which Lessee may have against Lessor or\nany third party, and LESSEE SHALL NOT ASSERT AGAINST SUCH ASSIGNEE IN ANY ACTION\nFOR LEASE PAYMENTS OR OTHER MONEYS PAYABLE HEREUNDER ANY DEFENSE EXCEPT THE\nDEFENSE OF PAYMENT TO SUCH ASSIGNEE.\n\n18.   REPRESENTATIONS AND WARRANTIES OF LESSEE\n\n      Lessee hereby represents, warrants and covenants that, with respect to\nthis Agreement and each Lease executed pursuant hereto:\n\n      (a) the execution, delivery and performance thereof by Lessee have been\nduly authorized by all necessary corporate action and shall not contravene any\nlaw or the provisions of any agreement to which Lessee is bound;\n\n      (b) the individual executing such was duly authorized to do so; \n\n      (c) this Agreement and each such Lease constitute legal, valid and binding\nagreements of Lessee enforceable in accordance with their respective terms;\n\n      (d) all financial statements furnished to Lessor are true and correct in\nall material respects, and Lessee shall furnish Lessor with its annual audited\nfinancial statements and such other financial information as Lessor may\nreasonably request from time to time;\n\n      (e) the Equipment is personal property and when subjected to use by the\nLessee will not be or become a fixture under applicable law; and\n\n      (f) the Equipment and\/or Software will be used for business or commercial\npurposes only, and not for consumer, personal, home, family, or agricultural\npurposes.\n\n19.   GENERAL INDEMNITY\n\n      Lessee shall and does hereby agree to defend, indemnify and hold Lessor\nand any Assignee harmless from and against any and all claims, costs, expenses,\ndamages and liabilities, including reasonable attorneys' fees, arising out of or\npertaining to the lease, possession, ownership, licensing, operation, control,\nuse, maintenance, delivery or return of the Equipment and Software. Lessor and\nany Assignee may, at its option and at its sole expense, participate in any such\naction with counsel of its own choice. The provisions of this Section shall\nsurvive any expiration or other termination of this Agreement and any Lease.\n\n20.   FURTHER ASSURANCES\n\n      If requested by Lessor, Lessee shall promptly secure, execute, and\/or\ndeliver to Lessor such further documents and take such further action as Lessor\nshall deem necessary or desirable to carry out the intent and purpose of this\nAgreement or any Lease and to protect Lessor's interest in the Equipment and\/or\nSoftware. Lessor is hereby authorized by Lessee, at Lessee's expense, to cause\nthis Agreement, any Lease or any other statement or instrument showing the\ninterest of Lessor and any Assignee in the Equipment to be filed and Lessee\nagrees to execute and deliver Uniform Commercial Code financing statements or\nother documents reasonably requested by Lessor for such purpose.\n\n21.   NOTICES\n\n      All notices and other communications made or required to be given under\nthis Agreement and any Lease shall be in writing and shall be considered given\nupon receipt when sent certified mail, return receipt requested, postage\nprepaid, if to Lessor, at the address set forth in the Applicable Equipment\nSchedule with a copy to any Assignee at the address(es) set forth in any notice\nthereof given to Lessee, and if to Lessee, at the address set forth in the\napplicable Equipment Schedule or to such other address(es) as either party shall\nhereafter designate by notice to the other.\n\n22.   DEFAULT\n\n      The occurrence of any one or more of the following events (each herein\ncalled an 'Event of Default') shall constitute a default under this Agreement:\n\n\n                                      -6-\n\n      (a) default by Lessee in the payment of any Lease Payments or other sum\npayable by Lessee under any Lease which continues for ten (10) days after the\ndue date for such payment; or\n\n      (b) default by Lessee or any guarantor of Lessee in the performance of any\nother term, covenant or condition of this Agreement or any Lease or guaranty of\nLessee's obligations hereunder or thereunder; or the inaccuracy in any material\nrespect of any representation or warranty made by Lessee or any such guarantor\n('Guarantor') hereunder or thereunder or in any document or certificate\nfurnished to Lessor in connection herewith or therewith, and such default or\ninaccuracy continues for a period of fifteen (15) days after written notice\nthereof from Lessor; or\n\n      (c) Lessee or Guarantor shall become insolvent or bankrupt or make an\nassignment for the benefit of creditors or consent to the appointment of a\ntrustee or receiver or either shall be appointed for Lessee or Guarantor or for\na substantial part of its property without its consent, or bankruptcy,\narrangement, reorganization or insolvency proceedings shall be instituted by or\nagainst Lessee or Guarantor, or Lessee or Guarantor shall dissolve or otherwise\nterminate its corporate existence or sell, transfer or dispose of all or\nsubstantially all of its assets or stock; or\n\n      (d) Lessee shall be in default under any other lease, equipment schedule\nor other agreement at any time executed with Lessor or any Assignee.\n\n23.   REMEDIES\n\n      (a) Upon the occurrence of any one or more Events of Default (hereinafter\nthe 'Default Date'), and at any time thereafter, Lessor may, at its option and\nwithout notice, exercise any remedy afforded by law (including those of\nequitable relief) and\/or any one or more of the following remedies: (i) enter\nthe premises where the Equipment and\/or Software is located and repossess the\nsame without any process of law and without any liability for storage or\notherwise (except that Lessor shall be liable for damages resulting from the\nnegligence of Lessor or its agents in any such entry or repossession); (ii)\nterminate this Agreement upon written notice to Lessee, with respect to all or\nany Leases entered into hereunder (which termination shall be without prejudice\nto any of Lessor's other rights hereunder); (iii) demand immediate payment of\nthe following which Lessor and Lessee expressly acknowledge and agree shall\nconstitute fair damages for breach of this Lease ('Damages'): the sum of (x) the\ntotal amount of all Lease Payments payable from the Default Date to the end of\nthe Initial Term (or if such Default Date occurs during any renewal thereof,\nthen to the expiration of such renewal term), discounted to present value as of\nthe Default Date, plus (y) the Equipment's anticipated residual value at the end\nof the Initial Term or if renewed, at the end of any renewal term, discounted to\npresent value as of the Default Date, all of which shall become immediately due\nand payable; or (iv) retain, sell or lease the Equipment. If the Equipment is\nsold, then Lessor shall apply to the Damages the proceeds of such sale. If the\nequipment is re-leased, Lessor shall apply to the Damages the total stipulated\nlease payments under the new lease to the end of the initial Term of the Lease\nin default or any renewal term thereof if applicable, discounted to present\nvalue as of the Default Date. For the purposes of this Section 23, discounted\npresent value shall be computed on the basis of the lease charge rate inherent\nin the Lease.\n\n      (b) In any event, Lessee shall pay to Lessor on demand (i) all costs,\nincluding reasonable attorneys' fees incurred by Lessor in collecting any sums\ndue from Lessee, or in protecting, repossessing, storing, moving, repairing,\npreparing for sale or lease and in selling or leasing the Equipment; (ii) all\npast due Lease Payments, late charges and other amounts due but unpaid as of the\nDefault Date; and (iii) an amount equal to any increased tax liability to\nLessor, including interest and penalties, arising from the loss to Lessor of any\nFederal tax benefits under the Internal Revenue Code of 1986, as may be amended,\nwith respect to this Agreement or any Lease, including but not limited to any\nincreased tax liability due to any disallowance or recapture of all or any\nportion of any Accelerated Cost Recovery System deductions or interest\ndeductions whether such disallowance or recapture is caused by an Event of\nDefault or by Lessor's exercise of any of its remedies hereunder.\n\n      (c) Each of Lessor's remedies provided herein or by law, shall be\ncumulative to and not exclusive of every other remedy, and remedies may be\nexercised simultaneously or cumulatively in Lessor's discretion. No failure or\ndelay by Lessor to exercise any right or remedy shall be a waiver thereof, nor\nshall any written waiver or consent extend to any instance other than the one\nfor which it is given.\n\n\n\n                                      -7-\n\n\n24.   MISCELLANEOUS\n\n      (a) Lessor and Lessee acknowledge that there are no agreements or\nunderstandings, written or oral, between Lessor and Lessee with respect to the\nEquipment and\/or Software except as set forth herein and in each Lease and that\neach such Lease, incorporating the terms of this Agreement, contains the entire\nagreement between Lessor and Lessee with respect thereto. Neither this Agreement\nnor any Lease may be altered, modified, terminated or discharged except by a\nwriting signed by both parties.\n\n      (b) TIME IS OF THE ESSENCE WITH RESPECT TO EACH LEASE EXECUTED PURSUANT\nHERETO.\n\n      (c)   The captions set forth herein and in each Equipment Schedule are for\nconvenience only and shall not define or limit any of the terms herein or\ntherein.\n\n      (d) Each Lease shall become effective and binding as of the date each is\naccepted by Lessor in the Commonwealth of Massachusetts, and, upon such date,\nsuch Lease shall be binding upon and inure to the benefit of both parties hereto\nand their respective legal representatives, successors and assigns, unless\notherwise expressly provided herein.\n\n      (e) All agreements, representations, indemnities and warranties made by\nLessee in this Agreement or any Lease, or any document delivered pursuant hereto\nor thereto shall be for the benefit of Lessor and any Assignee and shall survive\nthe expiration or sooner termination of this Agreement or such Lease.\n\n      (f) EACH OF LESSEE AND LESSOR WAIVES TRIAL BY JURY IN ANY LITIGATION\nARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, ANY LEASE EXECUTED\nPURSUANT HERETO, OR ANY TRANSACTION CONTEMPLATED HEREBY. To the extent permitted\nby applicable law, Lessee hereby waives any and all rights and remedies\nconferred on Lessee by Sections 508 through 522 of Article 2A of the Uniform\nCommercial Code. to the extent permitted by applicable law, Lessee also hereby\nwaives any rights now or hereafter conferred by statute or otherwise which may\nrequire Lessor to sell, lease or otherwise use any Equipment or Software in\nmitigation of Lessor's damages hereunder or which may otherwise limit or modify\nany of Lessor's rights or remedies hereunder. No omission or delay by Lessor at\nany time to enforce any right or remedy reserved to it or to require performance\nby Lessee of any of the terms, covenants or provisions of this Agreement or any\nLease at the times designated herein or therein, shall be a waiver of any such\nright or remedy to which Lessor is entitled, nor shall it in any way affect the\nright of Lessor to thereafter enforce such provisions.\n\n      (g) If any term or provision of this Agreement or any Lease or the\napplication thereof to any person or circumstance shall to any extent be held\ninvalid or unenforceable, the remainder of this Agreement or such Lease or the\napplication of such term or provision to persons or circumstances other than\nthose as to which it is held invalid or unenforceable shall not be affected\nthereby and each term and provision of this Agreement and any such Lease shall\nbe valid and enforceable to the fullest extent permitted by law.\n\n      (h) If requested by Lessor, Lessee, upon execution of this Agreement and\nthereafter upon execution of each Lease shall provide Lessor with certified\nresolutions and an opinion from Lessee's counsel addressed to Lessor and if\nrequested by Lessor to any Assignee with respect to the representations and\nwarranties contained in this Agreement and such Lease and shall also supply such\nother documents as Lessor or such Assignee may reasonably request.\n\n      (i) If more than one Lessee is named in this Agreement or in any Lease,\nthe liability of each such Lessee shall be joint and several.\n\n\n\n\n                                      -8-\n\n[Digital Financial Services Letterhead]\n\nCOUNTERPART NO. ___ OF ____ COUNTERPARTS\n\nSchedule A (Tax Oriented)\n\nEquipment Schedule No. 001 dated as of February 12, 1997 ('Lease')\nTo Master Lease Agreement No. 6672336 dated as of February 12, 1997 between\nDigital Financial Services and Amazon.Com, Inc. ('Agreement')\n\nLESSEE:     LEGAL NAME:                Amazon.Com, Inc.\n            TRADE NAME (if any):\n            ADDRESS:                   1516 - 2nd Avenue, 4th Floor\n                                       Seattle, WA  98101\n\n            Address for Invoices:\n\n            Person to Contact Regarding\nInvoices:\n\nLESSOR:     NAME:                      Digital Financial Services,\n                                       a division of General Electric Capital\n            ADDRESS:                   Corporation\n                                       1400 Computer Drive\n                                       Westborough, Massachusetts  01581\n                                       Attention:  Operations Manager\n\nA.    The Latest Commencement Date for this Lease, as described in Section 7 of \nthe Agreement, is May 12, 1997.\n\nB.    LEASE PAYMENTS:\n\n      Lessee agrees to pay Lease Payments pursuant to and in the manner stated\nin Section 3 of the Agreement. Unless Lessee has exercised the option in the\nfollowing paragraph, the first Lease Payment shall be due and paid on the\nCommencement Date, and all subsequent Lease Payments shall be due and paid on\nthe same day of each subsequent payment period in the amounts set forth below.\n\nPayment Amount $26,173.41                       Payment Period Monthly\n\n_____ Option to have Lease Payments due on the first day of the month: If the\n      box at the beginning of this paragraph is checked, and Lessee has\n      initialed its agreement at the bottom of this paragraph, then Lease\n      Payments will be due on the first day of the month, commencing on the\n      first day of the month following the Commencement Date (the 'First Payment\n      Due Date'). If this option is elected, Lessee agrees to pay interim rent\n      equal to the Lease Payment prorated on a daily basis, for each day from\n      the Commencement Date to the First Payment Due Date. Such interim rent\n      payment will be due on the First Payment Due Date with the first Lease\n      Payment.\n\n_____ Lessee's Initials\n\nC.    TERM:\n\n      The Initial term of this Equipment Schedule shall be for a period of\nThirty-Six (36) Months.\n\n\n\nD.    END OF TERM OPTIONS; NOTICE:\n\n      Lessee shall have the options to return the Equipment, purchase the\nEquipment or renew this Lease at the end of the Initial Term and each renewal\nperiod, if any, subject to the conditions described in this Lease. Lessee must\nprovide Lessor with notice, at least ninety (90) days prior to the expiration of\nthe Initial Term or then current renewal term (as applicable), of its intention\nto exercise an option to purchase or renew, or to return the Equipment in\naccordance with Section 10 of the Agreement ('Notice of Intent'). If such Notice\nof Intent is not provided to the Lessor at least ninety (90) days prior to the\nexpiration of such term, Lessee shall continue to pay Lease Payments to Lessor\nin the amount and at the times specified during the Initial Term or such renewal\nterm until the later of (i) the expiration of ninety days following Lessor's\nreceipt of Lessee's Notice of Intent ('Notice Period'), or (ii) the purchase of\nthe Equipment pursuant to Paragraph F of this Equipment Schedule or the return\nof the Equipment in accordance with Section 10 of the Agreement. If an option to\nrenew is exercised, the renewal term shall commence upon the later of the\nexpiration of the Notice Period or the expiration of the Initial Term or then\ncurrent renewal term, if any.\n\nE.    RENEWAL OPTIONS:\n\n      Lessee shall have the right to renew this Lease as to all, but not less\nthan all, of the Equipment and Software listed herein for three (3) successive\nperiods of one (1) year each, upon the same terms and conditions contained\nherein, except that Lease Payments shall be the then fair market rental value\nthereof. Fair market rental value shall be determined by mutual agreement\nbetween Lessor and Lessee or if a dispute arises, then by an independent\nappraiser selected by Lessor, at Lessee's expense. Fair market rental value\nshall be paid on a monthly or yearly basis as directed by Lessor.\n\n      Lessee's renewal options are contingent upon the following: (i) Lessee\nshall provide Lessor with Lessee's Notice of Intent to renew not less than\nninety (90) days prior to the expiration of the Initial Term or the renewal\nterm, as the case may be, and (ii) at the time of the giving of such notice and\nthe commencement of said renewal term, no default or Event of Default hereunder\nor under the Agreement or any other agreement between Lessor and Lessee shall\nhave occurred and be continuing, in Lessor's sole determination. Failure to\nexercise a preceding option shall preclude Lessee from exercising any subsequent\noptions.\n\nF.    PURCHASE OPTION:\n\n      Subject to the conditions stated herein, Lessor hereby grants to Lessee a\nnon-assignable option to purchase all, but not less than all, of the Equipment\ndescribed in this Lease at the expiration of the Initial Term or any renewal\nhereof for an amount equal to the then fair market value of the Equipment\n(herein the 'Option Price'). The fair market value of the Equipment shall be\ndetermined by mutual agreement between the parties or if a dispute arises, then\nby an independent appraiser selected by Lessor, at Lessee's expense.\n\n      Lessee's right to purchase said Equipment is contingent upon all of the\nfollowing:\n\n      (i)   no default or Event of Default on the part of Lessee under this\n            Lease, the Agreement or any other agreement between Lessor and\n            Lessee shall have occurred and be continuing in Lessor's sole\n            determination; and\n\n      (ii)  Lessor shall have received Lessee's Notice of Intent to purchase at\n            least ninety (90) days prior to the date upon which the Initial Term\n            or renewal term expires, as the case may be; and\n\n      (iii) at least thirty (30) days prior to the expiration date of the\n            Initial Term or renewal term, as the case may be, Lessor shall have\n            received in cash a sum equal to (i) the Option Price and (ii) all\n            taxes, whether currently in existence or hereafter enacted, which\n            shall be or become due and payable directly or indirectly as a\n            result of the sale or transfer of the Equipment, except Lessee may\n            provide Lessor with a certificate of exemption or other similar\n            document with respect to such taxes.\n\n      It is expressly understood by the parties hereto that any purchase\nhereunder SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, on\nthe part of Lessor and that Lessor sells the Equipment hereunder on a 'AS IS,'\n'WHERE IS' basis.\n\n\n\n                                      -2-\n\nG.    TAX INDEMNIFICATION:\n\n      This Lease has been entered into on the assumption that Lessor shall be\nentitled to certain deductions, credits, and other tax benefits as are provided\nin the Internal Revenue Code of 1986, including amendments as may occur (the\n'Code'), to an owner or property including without limitation, depreciation\ndeductions and interest deductions with respect to any debt incurred to finance\nthe purchase of the Equipment. If, as a result of any acts or omissions by\nLessee or as a result of any changes in the Code (including any changes in the\nmarginal-corporate income tax rate), the regulations issued thereunder or the\nadministrative or judicial interpretations thereof, Lessor's projected after-tax\neconomic return resulting from ownership and lease of the Equipment hereunder is\nreduced, then Lessee's Lease Payments shall be increased in an amount (based on\nLessor's reasonable calculations) sufficient to provide the same net after-tax\neconomic return as if such acts or omissions or changes had not occurred.\nAppropriate increases shall also be made in any applicable Stipulated Loss Value\nRider to this Lease.\n\nH.    ADDITIONAL TERMS:\n\n      The terms contained on the Riders listed herein and attached hereto shall\nbe applicable and constitute a part of this Lease: Float to Acceptance Rider and\nRider No. II:  TP Options, and Purchase Option Rider.\n\nI.    MODIFICATIONS:\n\n      In the event that additions and\/or deletions to the Equipment and\/or\nSoftware listed herein are made prior to the Commencement Date as a result of a\nwritten direction or change order issued by Lessee and accepted by Lessor,\nLessee authorizes Lessor to modify the Equipment and Software listed in herein\nto reflect such additions or deletions and to adjust the Lease Payment amount\nand any other affected terms accordingly. Lessor will deliver to Lessee a\nwritten notice containing any final terms that differ from those set forth in\nthis Equipment Schedule.\n\nJ.    MASTER LEASE AGREEMENT:\n\n      This Lease is entered into pursuant to the Agreement identified above.\nExcept to the extent expressly modified hereby, the parties hereto by their\nexecution and delivery hereof, reaffirm and incorporate herein by reference all\nof the terms, covenants and conditions of said Agreement as if such terms,\ncovenants and conditions were fully set forth in this Equipment Schedule. All of\nthe capitalized words used herein or in the Riders annexed hereto shall have the\nmeanings ascribed to them in the Agreement unless otherwise expressly stated\nherein or therein.\n\nK.    EQUIPMENT AND SOFTWARE:\n\n\n\n EQUIPMENT:\n  QUANTITY               MODEL NO.\/DESCRIPTION                  EQUIPMENT COST\n  --------               ---------------------                  --------------\n\n                                                             \n    2            DA-292FF-AA AlphaServer 8400 5\/440 Dual           $771,546.20\n                 Processor System w\/peripherals per attached\n                 Quote #979PT70274-03\n\n    2            HSZ520-AF StorageWorks 64-MB Dual SCSI Array      $118,168.40\n                 Controller w\/peripherals per attached Quote\n                 #979PT70275-02\n\n    4            PB78S-FA RM AlphaServer 1000A 5\/400 UNIX          $ 90,905.84\n                 System BB w\/peripherals per attached Quote \n                 #979T70296-02\n\n                                      Total Equipment Costs:       $980,620.44\n\n            \n\n\n\n                                      -3-\n\n\n\n  SOFTWARE:\n  QUANTITY       MODEL NO.\/DESCRIPTION                             SOFTWARE LICENSE FEE\n  --------       ---------------------                             --------------------\n                                                                   \n\n                            Total Equipment Costs:\n\n                 Total Equipment Costs and Software License Fees:        $980,620.44\n\n             \n\nL.    LOCATION OF EQUIPMENT:\n\n      ADDRESS:                1516 - 2nd Avenue, 4th Floor\n      COUNTY:                 King County\n      CITY, STATE &amp; ZIP:      Seattle, WA 98101\n\nM.    COUNTERPARTS:\n      This Equipment Schedule may be executed in any number of counterparts,\neach of which shall be sequentially numbered. No security interest in this Lease\nmay be created through the transfer or possession of any counterpart other than\nCounterpart No. 1 of this Equipment Schedule, but no transfer or possession of\nthe Agreement will be required to create a security interest in the Lease\nevidenced by this Equipment Schedule.\n\nLESSEE:     Amazon.Com, Inc.           LESSOR:  Digital Financial Services, \n                                                a division of General Electric \n                                                Capital Corporation\n\nBy:  Jeff P. Bezos                     By:\n     --------------------------           -----------------------------------\n      (Signature)                           (Signature)\n\n\n      Jeff P. Bezos                          \n      -------------------------           ----------------------------------\n      (Print Or Type Name)                   (Print Or Type Name)\n\n      President\/CEO\n      -------------------------           ----------------------------------\n      (Print Or Type Name)                   (Print Or Type Name)\n \nFederal Tax ID or Social Security Number:\n            91-1646860\n       ----------------------------------\n\n\n\n\n                                      -4-\n\n-----------------------------------------------------------------------------\n\n                         FLOAT TO ACCEPTANCE RIDER\n-----------------------------------------------------------------------------\n\n\nRE:  Equipment Schedule No. 001 to Master Lease Agreement No. 6672336 between\nAmazon.Com, Inc. ('Lessee') and Digital Financial Services ('Lessor') dated\nFebruary 12, 1997 (collectively, the 'Lease').\n\nLessee acknowledges and agrees that the amount of the Lease or Rent Payments set\nforth in the Lease ('Payment Amount') is based on lease rate factors indexed to\nlike-term United States Treasury Bond, Note or Bill ('Treasury Security') rates\nas published in The Wall Street Journal. The like-term Treasury Security rate\nfor the indexed period is 6.09% as of February 8, 1997. If acceptance of the\nEquipment occurs after March 8, 1997, the lease rate factor applicable to the\nPayment Amount due under the Lease will be adjusted (up or down) by .00012 for\nevery 25 basis point change occurring in the rate of such like-term Treasury\nSecurity from the rate quoted herein. The like-term Treasury Security rate\npublished on the Monday prior to the acceptance of the Equipment will be the\nindex used to fix the lease rate factor applicable to the Payment Amounts to be\npaid under the Lease. Once the lease rate factor is fixed as of the acceptance\ndate of the Equipment in accordance with this paragraph, it will remain fixed\nfor the duration of the Lease.\n\nIn the event of any change in Payment Amounts as a result of the foregoing,\nLessee shall receive a notice from Lessor, promptly after Lessor's receipt of\nLessee's Certificate of Acceptance, setting forth the new Monthly Payment Amount\nand describing the adjustment, and such notification shall constitute an\namendment to the Lease.\n\nExcept as specifically set forth herein, all terms of the Lease shall remain\nunmodified and in full force and effect.\n\n\nLESSEE:  Amazon.Com, Inc.\n\n\n\nBy:  Jeff P. Bezos\n   --------------------------\n\nTitle:  President\/CEO\nDate:  2\/17\/97\n\n\n\n\n\n                                      -5-\n\n                    PURCHASE OPTION RIDER TO SCHEDULE NO.001\n                      TO MASTER LEASE AGREEMENT NO.6672330\n                      BETWEEN AMAZON.COM, INC AS LESSEE AND\n                      DIGITAL FINANCIAL SERVICES AS LESSOR\n\n\nEARLY PURCHASE OPTION\n\nWith respect to the above referenced Schedule only (the 'Lease') Lessor and\nLessee agree that Lessee shall have the option described herein.\n\nLessee may, at any time after the twelfth payment due under the above-referenced\nLease has been made, purchase the Equipment and terminate the Lease, provided\nthat all conditions set forth below have been met.\n\nLessee's right to exercise this option is contingent upon all of the following:\n\n      (i)   No default or Event of Default on the part of Lessee under the Lease\nor the above-referenced Master Lease Agreement shall have occurred and be\ncontinuing;\n\n      (ii)  Lessor shall have received Lessee's notice of intent to exercise \nthis option to terminate at least ninety (90) days prior the date upon which\nLessee wishes to terminate the Lease (the 'Termination Date'); and\n\n      (iii) On or prior to the Termination Date, Lessor shall have received in\ncash a sum equal to (a) Eight Hundred Thousand Dollars ($800,000.00), and (b)\nall taxes, whether currently in existence or hereafter enacted, which shall be\nor become due and payable directly or indirectly as a result of the purchase of\nthe Equipment or termination of the Lease.\n\nUpon the satisfaction of the foregoing conditions, and receipt by Lessor of all\namounts described in clause (iii) above, the Lease shall terminate and title to\nthe Equipment shall vest in Lessee, free and clear of any claim or lien by\nLessor. Such purchase by Lessee shall be otherwise on an 'AS IS, WHERE IS'\nbasis, without representations or warranties, express or implied, on the part of\nLessor. Notwithstanding the termination of the Lease, however, Lessee shall\nremain liable for any taxes imposed on the Lease or the Equipment with respect\nto the period during which the Lease is in effect.\n\nAMAZON.COM, INC., Lessee               DIGITAL FINANCIAL SERVICES, a\n                                       division of General Electric Capital\n                                       Corporation, Lessor\n\nBY:  Jeff P. Bezos                     BY:\n   ------------------------------         -----------------------------------\nNAME:  Jeff P. Bezos                   NAME:\nTITLE:  President\/CEO                       ---------------------------------\nDATE:  2\/17\/97                         TITLE:\n                                             --------------------------------\n                                       DATE:\n                                             --------------------------------\n\n\n\n\n\n                                      -6-\n\n--------------------------------------------------------------------------------\n                          LEASEWORKS\/TPOPTION(TM) RIDER\n--------------------------------------------------------------------------------\n\n\n\n      Rider No. II to Equipment Schedule No. 001 dated February 12, 1997 to\nMaster Lease Agreement No. 6672336 dated as of February 12, 1997 between Digital\nFinancial Services as Lessor and Amazon.Com, Inc. as Lessee (collectively, the\n'Lease').\n\n      With respect to the above-referenced Lease and Equipment subject thereto,\nLessee may exercise any of the options described herein in accordance with the\nterms and procedures established for the exercise of such option as more fully\ndescribed below.\n\nA.    OpenTimetable(TM) Technology Refreshment Option:\n\nBeginning six (6) months after the Commencement Date of the Lease and at any\ntime thereafter until three (3) months prior to the expiration of the Lease,\nLessee may upgrade the Equipment or otherwise migrate to new technology with no\nincrease in the amount of the Lease Payment due from Lessee each month, under\nthe following terms and conditions:\n\n1.    Lessee shall provide Lessor with ninety (90) days prior written notice of\n      its intent to exercise this option as of a future Lease Payment Date\n      ('Option Exercise Date').\n\n2.    All Equipment shall be returned to Lessor in compliance with the Equipment\n      return provisions of the Lease as of the Option Exercise Date.\n\n3.    Lessee shall enter into a new lease ('New Lease') with DFS, commencing on\n      the Option Exercise Date, for the same time period and at the same Lease\n      Payment as the original Lease (and otherwise on mutually satisfactory\n      terms and conditions), for new equipment selected by Lessee to be\n      purchased by Lessor in accordance with the terms of the New Lease with a\n      total cost to Lessor of an amount not to exceed the amount set forth in\n      the attached LeaseWorks\/TPOptions Rider Table ('TPOptions Table') under\n      the heading 'Open Timetable Technology Refreshment Option' for the\n      applicable Option Exercise Date.\n\n4.    The OpenTimetable Technology Refreshment Option amounts set forth on the\n      TPOptions Table are derived from a lease rate factor indexed to like-term\n      Treasury Bonds, Notes and Bills as published in the Wall Street Journal.\n      The lease rate factor (and subsequent payment) will be adjusted (up or\n      down) by .00012 for every 25 basis point change occurring in the\n      applicable Treasury Bond, Note or Bill from February 8, 1997 to the Monday\n      prior to the date of acceptance of the new or additional equipment leased\n      pursuant to the New Lease ('New Acceptance Date').\n\n5.    If Lessee wants to exercise the OpenTimetable Technology Refreshment\n      Option and has previously exercised a New Capacity Option, the appropriate\n      amount set forth on the TPOptions Table will be reduced by any outstanding\n      New Capacity Option amount, discounted to present value at the prime\n      lending rate announced by The Chase Manhattan Bank at its head office in\n      New York ('Prime Rate') in effect on the New Capacity Option Exercise\n      Date, as of the New Acceptance Date of the New Lease resulting from the\n      subsequent OpenTimetable Technology Refreshment Option.\n\n6.    Lessee shall continue to make Lease Payments under the original Lease\n      until the New Acceptance Date.\n\n7.    Lessee's right to exercise this OpenTimetable Technology Refreshment\n      Option is subject to the following:\n\n\n\n\n      (a) Lessee shall not be in default under the Lease or any other agreement\n      with Lessor;\n\n      (b) Lessee's then current financial condition must be satisfactory to\n      Lessor, in Lessor's sole discretion; and\n\n      (c) Equipment subject to any New Lease entered into pursuant to this\n      OpenTimetable Technology Refreshment Option shall consist of equipment\n      sold or distributed by Digital Equipment Corporation.\n\n\n\nB.    New Capacity Option:\n\nBeginning six (6) months after the Commencement Date of the Lease, and at any\ntime thereafter until six (6) months prior to the expiration of the Lease,\nLessee may lease additional equipment to be purchased by Lessor for lease to\nLessee on a co-terminous basis with the original Lease under the following terms\nand conditions:\n\n1.    Lessee shall enter into a new lease with Lessor for additional equipment,\n      co-terminous with the original Lease, at Lease Payments derived from the\n      lease rate factors set forth on the TPOptions Table under the heading 'New\n      Capacity Option', and otherwise on mutually satisfactory terms and\n      conditions ('Coterminous Lease').\n\n2.    The New Capacity Option lease rate factors set forth on the TPOptions\n      Table are indexed to like-term Treasury Bonds, Notes and Bills as\n      published in the Wall Street Journal. The lease rate factor applicable to\n      the Coterminous Lease will be adjusted (up or down) by .00012 for every 25\n      basis point change occurring in the applicable Treasury Bond, Note or Bill\n      from February 8, 1997 to the Monday prior to the acceptance date of the\n      equipment subject to the Coterminous Lease.\n\n3.    Lessee's right to exercise the New Capacity Option is subject to the \n      following:\n\n      (a) Lessee shall not be in default under the Lease or any other agreement\n      with Lessor;\n\n      (b) Lessee's then current financial condition must be satisfactory to\n      Lessor, in Lessor's sole discretion; and\n\n      (c) Equipment to be leased under any Coterminous Lease entered into\n      pursuant to this New Capacity Option shall consist of hardware products\n      sold or distributed by Digital Equipment Corporation.\n\n\n\nC.    Technology Exit Option\n\nBeginning twelve (12) months after the Commencement Date of the Lease, at six\n(6) month intervals until six (6) months prior to the expiration of the Lease,\nLessee may terminate the Lease under the following terms and conditions:\n\n1.    Lessee shall provide Lessor with ninety (90) days prior written notice of\n      its intent to exercise this option as of a particular date for which the\n      Technology Exit Option is available as set forth in the TPOptions Table\n      ('Option Exercise Date');\n\n2.    The Equipment shall be returned to Lessor on or prior to the Option\n      Exercise Date in compliance with the Equipment returns provisions of the\n      Lease;\n\n\n\n                                      -2-\n\n\n\n3.    On or prior to the Option Exercise Date, Lessee shall pay to Lessor the\n      amount specified on the TPOptions Table under the heading 'Technology Exit\n      Option' and any other amounts then due or owing under the Lease, including\n      any taxes imposed on the Lease or Equipment prior to the Option Exercise\n      Date; and\n\n4.    If Lessee wants to exercise the Technology Exit Option and has previously\n      exercised a New Capacity Option, the appropriate amount in the TPOptions\n      Table will be increased by the present value of any outstanding New\n      Capacity Option amount, discounted to present value at the Prime Rate as\n      of the Option Exercise Date of the prior New Capacity Option.\n\nExcept as specifically set forth herein, all terms and conditions of the Lease\nare hereby ratified and confirmed without modification, and remain in full force\nand effect.\n\n\n\nLESSEE:  Amazon.Com, Inc.              LESSOR:  Digital Financial Services,\n                                             a division of General Electric\n                                             Capital Corporation\n\n\nBy:  Jeff P. Bezos                     By:\n    ----------------------------          ---------------------------------\nName:  Jeff P. Bezos                   Name:\n     ---------------------------            -------------------------------\nTitle:  President\/CEO                  Title:\n      --------------------------             ------------------------------\nDate:  2\/17\/97                         Date:\n      --------------------------            -------------------------------\n\n\n\n\n                                      -3-\n\n                                 TPOPTIONS TABLE\n\n\n\n\n       After          OpenTimetable           New             Technology\n      Payment           Technology          Capacity             Exit\n      Number           Refreshment           Option             Option\n                          Option\n      -------         --------------        --------          ----------\n                                                     \n        1\n        2\n        3\n        4\n        5\n        6               $199,421.43          0.03707\n        7               $217,664.53          0.03815\n        8               $236,076.72          0.03931\n        9               $254,659.52          0.04056\n       10               $273,414.51          0.04191\n       11               $292,343.26          0.04336\n       12               $311,447.38          0.04494          $575,882.81\n       13               $294,837.77          0.04715\n       14               $311,551.77          0.04902\n       15               $328,446.07          0.05107\n       16               $345,522.35          0.05332\n       17               $362,782.32          0.05581\n       18               $380,227.71          0.05858          $441,703.83\n       19               $397,860.27          0.06167\n       20               $415,681.78          0.06516\n       21               $433,694.02          0.06911\n       22               $451,898.83          0.07362\n       23               $470,298.04          0.07883\n       24               $488,893.51          0.08491          $301,198.25\n       25               $478,946.77          0.09209\n       26               $498,226.45          0.10072\n       27               $517,708.11          0.11126\n       28               $537,393.71          0.12445\n       29               $557,285.20          0.14140\n       30               $577,384.59          0.16400          $157,040.46\n       31               $597,693.89\n       32               $618,215.13\n       33               $638,950.37\n       34\n       35\n       36\n\n\n\n\n*Calculations will be adjusted to reflect any sales tax added to the transaction\nup front\n\n\n                                   Amazon.com\n\n\n\n\n                                      -4-\n\n[Digital Financial Services Letterhead]\n\nFebruary 17, 1997\n\nJeffrey P. Bezos\nAmazon.com, Inc.\n2250 First Avenue\nSeattle, Washington  98134\n\nRe:  Equipment Schedule No.001 to Master Lease Agreement No.6672330\nbetween Amazon.com, Inc. as Lessee and Digital Financial Services as\nLessor.\n\nDear Mr. Bezos:\n\nThe following changes have been made to the above-referenced agreement. This is\nyour notification that these changes will be part of the lease.\n\nThe following will be added to the lease:\n\n\n\nQty         Model #         Equipment Cost\n---         -------         --------------\n                              \n2           H879-AA            $  132.00\n2           BA35R-MR           $3,281.60\n6           BA36R-AF           $5,995.20\n6           BA36R-AR           $5,515.20\n12          BA35X-HG           $1,641.60\n12          BN21H-02           $1,080.00\n\n\nThe total amount financed will change from 980,620.44 to $998,266.04.\n\nThe monthly payment will change from $26,173.41 to $26,689.72.\n\nThe cash sum as noted in paragraph (iii) of the Purchase Option Rider will\nchange from $800,000.00 to $815,000.00.\n\nThe TPOptions table will be replaced with the attached TPOptions table.\n\nAll other terms will remain unmodified and in full force and effect.\n\nPlease acknowledge your acceptance of these changes by signing as indicated\nbelow. This document will then become part of the lease schedule.\n\nVery truly yours,                         Accepted and Agreed to:\n\n\n\n                                          By: Jeff P. Bezos\nTamara Lowensohn                             ----------------------------\n\nDigital Financial Services                Title:  President\/CEO\n                                                -------------------------\n\n\n\n\n\n\n\n                              TPOptions Table\n\n\n\n    After           OpenTimetable               New              Technology\n   Payment           Technology               Capacity              Exit\n   Number            Refreshment               Option              Option\n                       Option\n   -------          -------------             --------           ----------\n                                                         \n     1\n     2\n     3\n     4\n     5\n     6               $  203,781.94               0.03707\n     7               $  222,401.27               0.03815\n     8               $  241,193.18               0.03931\n     9               $  260,159.24               0.04056\n    10               $  279,301.03               0.04191\n    11               $  298,620.18               0.04336\n    12               $  318,118.32               0.04494          $ 587,242.97\n    13               $  301,293.84               0.04715\n    14               $  318,293.25               0.04902\n    15               $  335,476.69               0.05107\n    16               $  352,845.87               0.05332\n    17               $  370,402.53               0.05581\n    18               $  388,148.45               0.05858          $ 450,417.11\n    19               $  406,085.41               0.06167\n    20               $  424,215.22               0.06516\n    21               $  442,539.71               0.06911\n    22               $  461,060.74               0.07362\n    23               $  479,780.18               0.07883\n    24               $  498,699.95               0.08491          $ 307,139.84\n    25               $  488,830.64               0.09209\n    26               $  508,514.54               0.10072\n    27               $  528,404.60               0.11126\n    28               $  548,502.80               0.12445\n    29               $  568,811.16               0.14140\n    30               $  589,331.71               0.16400          $ 160,138.32\n    31               $  610,066.51\n    32               $  631,017.62\n    33               $  652,187.16\n    34\n    35\n    36\n\n\no  Calculations will be adjusted to reflect any sales tax added to the\ntransaction up front\n\n                                   Amazon.com\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7615],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9613,9614],"class_list":["post-42546","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-electric-co","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-operations","corporate_contracts_types-operations__equipment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42546","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42546"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42546"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42546"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42546"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}