THIS AGREEMENT, made and entered into this day of
<br />October, 2002, by and between PLATTE VALLEY STATE BANK, of Kearney,
<br />Nebraska, hereinafter referred to as "LENDER", and L.U.D.
<br />INVESTMENTS, L.L.C., A Nebraska Limited Liability Company,
<br />hereinafter referred to as "LESSOR ", and IMAGISTICS INTERNATIONAL,
<br />INC., A Delaware Corporation, hereinafter referred to as "LESSEE ".
<br />WHEREAS, LENDER is the holder of a Deed of Trust and Security
<br />Agreement from LESSOR, as recorded in the Register of Deeds of Hall
<br />County, Nebraska, encumbering the premises described as Lots One
<br />(1) and Two (2), Block Two (2), Crane Valley Fifth Subdivision, in-
<br />the City of Grand Island, Hall County, Nebraska, as replatted,
<br />formerly known as Lot One (1), Block Two (2), Crane Valley
<br />Subdivision, in the City of Grand Island, Hall County, Nebraska;
<br />and
<br />WHEREAS, LESSOR will lease the premises described as 710 Diers
<br />Avenue, Suite L5, Grand Island, Nebraska, which is part of the
<br />Crane View Center, pursuant to a written Lease Agreement as between
<br />LESSOR and LESSEE; and
<br />WHEREAS, LENDER, LESSOR and LESSEE desire to define their
<br />respective positions and obligations to each other as the same
<br />relate to the subject premises; and
<br />NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
<br />HEREINAFTER CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION,
<br />THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE
<br />PARTIES AGREE AS FOLLOWS;
<br />1. The Lease is and shall be subject and subordinate at all
<br />times to the lien of the Deed of Trust and to all payments made or
<br />to be made hereafter which may now or hereafter affect replacements
<br />and extensions of the Deed of Trust,
<br />2. LESSEE hereby consents to the Deed of Trust; provided,
<br />however, the parties hereto hereby acknowledge said consent does
<br />not obligate LESSEE thereunder.
<br />3. The parties hereto specifically acknowledge that although
<br />the Lease is subordinate to the Deed of Trust, LESSEE's rights and
<br />obligations pursuant to the Lease, including but not limited to
<br />LESSEE's right to extend the term of the Lease, at its option, as
<br />more fully provided therein, are hereby preserved and shall not be
<br />disturbed, unless and until the occurrence of an Event of Default
<br />or an event which, with notice or lapse of time or both, would
<br />constitute an Event of Default under the Lease, and that said Deed
<br />of Trust does not encumber LESSEE's leasehold interest and rights
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<br />10/07/02 MON
<br />12:56 FAX 308 384 6556
<br />CUNNINGHAM LAW OFFICE GI
<br />002
<br />200213082
<br />SUBORDINATION,
<br />ATTORMVM
<br />AGREEMENT
<br />AND NON- DISTUBA CE
<br />THIS AGREEMENT, made and entered into this day of
<br />October, 2002, by and between PLATTE VALLEY STATE BANK, of Kearney,
<br />Nebraska, hereinafter referred to as "LENDER", and L.U.D.
<br />INVESTMENTS, L.L.C., A Nebraska Limited Liability Company,
<br />hereinafter referred to as "LESSOR ", and IMAGISTICS INTERNATIONAL,
<br />INC., A Delaware Corporation, hereinafter referred to as "LESSEE ".
<br />WHEREAS, LENDER is the holder of a Deed of Trust and Security
<br />Agreement from LESSOR, as recorded in the Register of Deeds of Hall
<br />County, Nebraska, encumbering the premises described as Lots One
<br />(1) and Two (2), Block Two (2), Crane Valley Fifth Subdivision, in-
<br />the City of Grand Island, Hall County, Nebraska, as replatted,
<br />formerly known as Lot One (1), Block Two (2), Crane Valley
<br />Subdivision, in the City of Grand Island, Hall County, Nebraska;
<br />and
<br />WHEREAS, LESSOR will lease the premises described as 710 Diers
<br />Avenue, Suite L5, Grand Island, Nebraska, which is part of the
<br />Crane View Center, pursuant to a written Lease Agreement as between
<br />LESSOR and LESSEE; and
<br />WHEREAS, LENDER, LESSOR and LESSEE desire to define their
<br />respective positions and obligations to each other as the same
<br />relate to the subject premises; and
<br />NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
<br />HEREINAFTER CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION,
<br />THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE
<br />PARTIES AGREE AS FOLLOWS;
<br />1. The Lease is and shall be subject and subordinate at all
<br />times to the lien of the Deed of Trust and to all payments made or
<br />to be made hereafter which may now or hereafter affect replacements
<br />and extensions of the Deed of Trust,
<br />2. LESSEE hereby consents to the Deed of Trust; provided,
<br />however, the parties hereto hereby acknowledge said consent does
<br />not obligate LESSEE thereunder.
<br />3. The parties hereto specifically acknowledge that although
<br />the Lease is subordinate to the Deed of Trust, LESSEE's rights and
<br />obligations pursuant to the Lease, including but not limited to
<br />LESSEE's right to extend the term of the Lease, at its option, as
<br />more fully provided therein, are hereby preserved and shall not be
<br />disturbed, unless and until the occurrence of an Event of Default
<br />or an event which, with notice or lapse of time or both, would
<br />constitute an Event of Default under the Lease, and that said Deed
<br />of Trust does not encumber LESSEE's leasehold interest and rights
<br />
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