EXHIBIT 10.33.2
SECOND AMENDMENT TO NET LEASE
THIS SECOND AMENDMENT TO NET LEASE (the "Second Amendment") is made
effective December 1, 2004 by and between CONEWAGO CONTRACTORS, INC., a
Pennsylvania corporation, having an office at 660 Edgegrove Road, P.O. Box 688,
Hanover, Pennsylvania 17331 ("Lessor"), and INTERNATIONAL PERIODICAL
DISTRIBUTORS, INC. (as successor by merger to Pennsylvania International
Distribution Services, Inc.), a Nevada Corporation, having an office at 3360
Industrial Road, Harrisburg, Pennsylvania 17101 ("Lessee").
BACKGROUND
Lessor and Lessee entered into a Net Lease ("Lease") dated May 1, 2000,
wherein Lessee leased approximately 59,723 square feet of warehouse space in an
approximately 210,000 square foot building located at 3360 Industrial Road,
Harrisburg, Dauphin County, Pennsylvania. Lessor and Lessee entered into a First
Amendment to Net Lease, dated September 1, 2003 (the "First Amendment"), in
which the parties amended the Lease to provide for the expansion of the Leased
Premises to include an additional approximately 27,034 square feet. The parties
desire to amend the Lease to provide for the further expansion of the Leased
Premises to include an additional approximately 54,935 square feet.
NOW, THEREFORE, for good and valuable consideration, and intending to be
legally bound, the parties agree as follows:
1. DEFINED TERMS: INCONSISTENCIES. Any capitalized terms that are not
defined in this Second Amendment shall be given the definition of such terms as
set forth in the Lease. If there are any inconsistencies between the provisions
of this Second Amendment and the Lease (as amended by the First Amendment), the
provisions of the Lease (as amended by the First Amendment) shall govern.
2. EXPANSION OF LEASED PREMISES. The Leased Premises shall be expanded to
include the approximately 54,935 square feet of the Building identified on
Exhibit "A", attached hereto and made a part hereof, (the "Additional
Premises"). Upon the inclusion of the Additional Premises in the current Leased
Premises, the total area of the Leased Premises shall be 141,692 square feet for
all purposes under this Lease. Lessor shall deliver the Additional Premises to
Lessee when Lessor has completed the improvements set forth on Exhibit "B",
attached hereto and made a part hereof, ("Lessor's Improvements"), except for
minor punch list items. The date of the delivery of the Additional Premises is
hereinafter referred to as the "Delivery Date of the Additional Premises". The
tentative Delivery Date of the Additional Premises is December 1, 2004. This
date is contingent upon Lessor's timely receipt of all necessary permits and
approvals to complete Lessor's Improvements and the execution of this Second
Amendment by Lessee on or before October 27th, 2004. Within two (2) business
days of Lessor's notice of tendering delivery of the Additional Premises to
Lessee, Lessor and Lessee shall mutually establish the "punch list" by a joint
walk though of the Additional Premises. Lessor shall complete the punch list
items within thirty (30) days of the punch list being
established, unless thirty days is an insufficient period of time for completion
of an item, and in which event the parties shall establish a period greater than
thirty (30) days. The Additional Premises shall be constructed in a good and
workmanlike manner using new materials, and in compliance with all applicable
laws and other governmental requirements, including the Americans With
Disabilities Act; provided that Lessee shall be responsible for bringing the
Additional Premises in compliance with the Americans With Disabilities Act to
the extent such requirements result from Lessee's specific use of the Additional
Premises.
3. RENT. Effective as of December 1, 2004, regardless of whether the
Delivery Date of the Additional Premises has occurred, the monthly payment of
Rent currently due under Article II of the Lease shall be increased by Five
Thousand Nine Hundred Forty-Four and 42/100th Dollars ($5,944.42) (54,935 square
feet x $1.2985 per square foot) as rent for the Additional Premises. December 1,
2004 is referred to herein as the "Rent Commencement Date for the Additional
Premises". The Rent for the Additional Premises shall be payable in accordance
with Article II, Section 1 of the Lease. The monthly payment of Rent shall
thereafter be increased the following amounts on the anniversary dates of the
Rent Commencement Date of Additional Premises (or other date specified) during
the Initial Term:
Anniversary or Other Date Monthly Rent Increase
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December 1, 2005 $ 6,035.53 (54,935 sq. ft x $1.3184 per sq. ft.)
June 1, 2006 $15,107.13 (54,935 sq. ft x $3.30 per sq. ft.)
December 1, 2006 $15,336.02 (54,935 sq. ft. x $3.35 per sq. ft.)
December 1, 2007 $15,564.92 (54,935 sq. ft. x $3.40 per sq. ft.)
December 1, 2008 $15,793.81 (54,935 sq. ft. x $3.45 per sq. ft.)
December 1, 2009 $16,022.71 (54,935 sq. ft. x $3.50 per sq. ft.)
The foregoing increases in the monthly payments of Rent shall be in
addition to the increases in Rent provided in Section 3 of the First Amendment.
4. TERM. The Initial Term of the Lease set forth in Article III, Section 1
of the Lease, as amended and supplemented by the First Amendment, shall expire
on November 30, 2010 at 11:59 P.M., E.D.T. Lessee hereby releases, waives and
terminates its right under Section 4 of the First Amendment to terminate this
Lease on or before the fifth anniversary of the Commencement Date of the
Additional Premises (as defined in the First Amendment).
5. CONTINUED EFFECTIVENESS OF THE LEASE. Except as specifically amended or
supplemented by this Second Amendment, the Lease, as amended and supplemented by
the First Amendment, shall otherwise remain in full force and effect in
accordance with its Terms.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Second Amendment,
by their duly authorized officers, as of the date and year first above written.
WITNESS/ATTEST: CONEWAGO CONTRACTORS, INC.
/s/ Sherry L. Amig By: /s/ Allen M. Smith
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Allen M. Smith, Vice President
INTERNATIONAL PERIODICAL
DISTRIBUTORS, INC.
/s/ Douglas J. Bates By: /s/ Jason S. Flegel
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Jason S. Flegel, President