Exhibit 10.61
AMENDMENT TO
LEASE AGREEMENT
This Amendment to Lease Agreement (the "Amendment"), is made
by and between The Xxxx Xxxxxxxxxxx Family Limited Partnership ("Lessor"), and
ImageMAX, Inc., a Pennsylvania corporation ("Lessee").
BACKGROUND
The parties entered into a Lease Agreement dated as of
December 9, 1997, (the "Lease") relating to certain premises located at 0000
XxXxxx Xxxxxx, Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxx, as more fully described on
Exhibit A to the Lease. The parties desire to amend certain provisions of the
Lease, as more fully set forth below.
TERMS
NOW, THEREFORE, Lessee and Lessor, in consideration of the
premises and of the mutual promises, covenants, representations and warranties
contained herein and intending to be legally bound, agree as follows:
1. Article 1(h) of the Lease is hereby amended and restated in
its entirety to read as follows:
"(h) TERM: The initial term ("Initial Term") shall be five
years commencing on the Commencement Date and, unless earlier
terminated under the terms and conditions of this Lease,
continuing through the fifth year anniversary of the
Commencement Date (the "Initial Expiration Date"). The Initial
Term shall be automatically renewed and extended for
consecutive one year periods (each a "Renewal Term") beginning
on the day immediately following the Initial Expiration Date
and on each anniversary thereafter for another year such that
each Renewal Term will be one (1) year, unless the Lessee
notifies the Lessor in writing not less than three (3) months
prior to such anniversary date that the Lessee elects for this
Agreement to terminate at the end of such then current Renewal
Term (the entire period of time during which the Lease is in
effect pursuant to the terms hereof being referred to herein
as the "Term").
2. Article 1(k) of the Lease is hereby amended and restated in
its entirety to read as follows:
"(k) EXPIRATION DATE: December 9, 2002, as same may be
extended for successive one year periods, to December 9, 2003, December 9, 2004,
December 9, 2005, December 9, 2006 and December 9, 2007, as the case may be, in
accordance with Article 1(h)."
3. Article 1(l) of the Lease is hereby amended and restated in
its entirety to read as follows:
"(l) RENT (Base): $30,000 per annum payable in equal monthly
installments of $2,500, in advance commencing on the Commencement Date and until
the Initial Expiration Date, as adjusted pursuant to this Lease; $35,004 per
annum payable in equal monthly installments of $2,917.00, in advance, commencing
on the first day of the initial Renewal Term and for each subsequent Renewal
Term until the Expiration Date, as adjusted pursuant to this Lease."
4. Article 1(n) of the Lease is hereby amended and restated in
its entirety to read as follows:
"(n) OPTION TO EXTEND TERM: Four successive one year renewal
terms as provided in accordance with Article 1(h)."
5. Article 34 of the Lease is hereby amended and restated in
its entirety to read as follows:
"34.1 Lessee shall have the right, at its election, to extend
the term of this Lease in accordance with the terms and conditions of Article
1(h)."
6. By execution of this Amendment, Lessor and Lessee each
acknowledge and agree that Lessee has elected to commence the initial Renewal
Term and that such initial Renewal Term will commence on December 10, 2002.
7. By execution of this Amendment, Lessor and Lessee each
acknowledge that the rights and obligations of the parties set forth in Article
22 of the Lease, entitled "Rights of First Refusal," shall terminate upon the
expiration of the Term (as defined in Article 1(h) of the Lease, as amended
pursuant to this Amendment).
8. Except as amended herein, the Lease shall continue in full
force and effect and shall be enforceable in accordance with its terms.
IN WITNESS WHEREOF, and intending to be legally bound, the
parties have executed this Lease Agreement as of the day and year set forth
below.
THE XXXX XXXXXXXXXXX FAMILY IMAGEMAX, INC.
LIMITED PARTNERSHIP
By: /s/ Xxxx Xxxxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------------- ----------------------------------
Name: Xxxx Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxx
Title: VP and General Manager - Gulf States Title: Chief Executive Officer
Date: As of December 9, 2002, Date: As of December 9, 2002,
executed on April 14, 2003 executed on April 14, 2003
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