Exhibit 10.1


 


SECOND AMENDMENT TO LEASE AGREEMENT


 


THIS SECOND AMENDMENT TO LEASE
AGREEMENT (this “Second Amendment”) is made on
this 13th day of November, 2009, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited
partnership (“Landlord”), and NATIONAL HEALTH PARTNERS,
INC., an Indiana corporation, formerly known as INTERNATIONAL
HEALTH PARTNERS, INC. (“Tenant”).


 


BACKGROUND:


 


A.            Landlord and Tenant entered into a
certain Lease Agreement dated April 22, 2004, as amended by First Amendment
to Lease Agreement dated March 13, 2007 (collectively, the “Lease”),
covering certain premises containing approximately 7,067 rentable square feet (“Premises”)
known as Suite 107, located in Landlord’s building (“Building”) at 120
Gibraltar Road, Horsham, Pennsylvania, as more fully described in the Lease.


 


B.            Tenant desires to extend the Term of the
Lease and Landlord has agreed to such extension subject to the provisions of
this Second Amendment.  Accordingly,
Landlord and Tenant desire to amend the Lease.


 


NOW, THEREFORE,  the parties
hereto, in consideration of the mutual promises and covenants contained herein
and in the Lease, and intending to be legally bound, hereby agree that the
Lease is amended as follows:


 


1.             All capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Lease.


 


2.             The “TERM” of the Lease is hereby
extended for one (1) additional term of thirty-six (36) months (the “Second
Extended Term”) commencing on June 1, 2010 and expiring at 11:59 P.M.
local time on May 31, 2013.


 


3.             Section 1(c)(iii) of the Lease, defining “EXPIRATION
DATE”, is hereby amended to extend the Expiration Date until May 31,
2013.


 


4.             Tenant’s “MINIMUM ANNUAL RENT” obligation for
the Second Extended Term shall be as follows:


 


	
  Period

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  
	
  6/1/10-5/31/11

  	
   

  	
  $

  	
  86,570.75

  	
   

  	
  $

  	
  7,214.23

  	
   

  
	
  6/1/11-5/31/12

  	
   

  	
  $

  	
  90,104.25

  	
   

  	
  $

  	
  7,508.69

  	
   

  
	
  6/1/12-5/31/13

  	
   

  	
  $

  	
  93,637.75

  	
   

  	
  $

  	
  7,803.15

  	
   

  



 


5.             Tenant
accepts the Premises in its “as is” “where is” condition and Landlord shall
have no obligations whatsoever to improve or pay for improvements to the
Premises for Tenant’s use and occupancy, except as otherwise expressly set forth
in the Lease, and except that


 


 

















 


promptly
after the date of this Second Amendment, Landlord shall, at its sole cost and
expense, repaint the Premises and professionally steam clean the carpets in the
Premises.


 


6.             Tenant agrees that it has dealt with no brokers in
connection with this Second Amendment. 
Tenant agrees to indemnify and hold Landlord harmless from any and all
claims for commissions or fees in connection with the Premises and this Second
Amendment from any real estate brokers or agents with whom Tenant may have
dealt.


 


7.             Except
as expressly modified herein, the terms and conditions of the Lease shall
remain unchanged and in full force and effect. 
Specifically, without limitation, in the event of any default by Tenant
of any of its obligations under the Lease, as hereby amended, Landlord shall be
entitled to pursue all remedies available under the Lease, as hereby amended,
or otherwise at law or in equity. 
Accordingly, Tenant agrees to the following:


 


(a)           When the Lease, as hereby amended, and
the Term or any extension thereof shall have been terminated on account of any
default by Tenant, or when the Term or any extension thereof shall have
expired, Tenant hereby authorizes any attorney of any court of record of the
Commonwealth of Pennsylvania to appear for Tenant and for anyone claiming by,
through or under Tenant and to confess judgment against all such parties, and
in favor of Landlord, in ejectment and for the recovery of possession of the
Premises, for which the Lease, as hereby amended, or a true and correct copy
thereof shall be good and sufficient warrant. 
 AFTER THE ENTRY OF ANY SUCH JUDGMENT A WRIT OF
POSSESSION MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO TENANT AND
WITHOUT A HEARING.  If for any
reason after such action shall have been commenced it shall be determined and
possession of the Premises remain in or be restored to Tenant, Landlord shall
have the right for the same default and upon any subsequent default(s) or
upon the termination of the Lease, as hereby amended, or Tenant’s right of
possession as therein set forth, to again confess judgment as therein provided,
for which the Lease, as hereby amended, or a true and correct copy thereof
shall be good and sufficient warrant.


 


(b)           In addition to the rights and remedies
provided in subsection (a) above, if Tenant shall default in the payment
of the Rent due under the Lease, as hereby amended, Tenant hereby authorizes
any attorney of any court of record of the Commonwealth of Pennsylvania to
appear for Tenant and to confess judgment against Tenant, and in favor of
Landlord, for all sums due under the Lease, as hereby amended, plus interest,
costs and an attorney’s collection commission equal to the greater of 10% of
all such sums or $1,000, for which the Lease, as hereby amended, or a true and
correct copy thereof shall be good and sufficient warrant.  TENANT UNDERSTANDS THAT
THE FOREGOING PERMITS LANDLORD TO ENTER A JUDGMENT AGAINST TENANT WITHOUT PRIOR
NOTICE OR HEARING.  ONCE SUCH A JUDGMENT
HAS BEEN ENTERED AGAINST TENANT, ONE OR MORE WRITS OF EXECUTION OR WRITS OF
GARNISHMENT MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO TENANT AND
WITHOUT A HEARING, AND, PURSUANT TO SUCH WRITS, LANDLORD MAY CAUSE THE
SHERIFF OF THE COUNTY IN WHICH ANY PROPERTY OF TENANT IS LOCATED TO SEIZE
TENANT’S PROPERTY BY LEVY OR ATTACHMENT. 
IF THE JUDGMENT AGAINST TENANT REMAINS UNPAID AFTER SUCH LEVY OR ATTACHMENT,
LANDLORD CAN CAUSE SUCH PROPERTY TO BE SOLD BY THE


 


2

















 


SHERIFF
EXECUTING THE WRITS, OR, IF SUCH PROPERTY CONSISTS OF A DEBT OWED TO TENANT BY
ANOTHER ENTITY, LANDLORD CAN CAUSE SUCH DEBT TO BE PAID DIRECTLY TO LANDLORD IN
AN AMOUNT UP TO BUT NOT TO EXCEED THE AMOUNT OF THE JUDGMENT OBTAINED BY
LANDLORD AGAINST TENANT, PLUS THE COSTS OF THE EXECUTION. 
Such authority shall not be exhausted by one exercise thereof, but
judgment may be confessed as aforesaid from time to time as often as any of
said rental and other sums shall fall due or be in arrears, and such powers may
be exercised as well after the expiration of the initial Term of the Lease, as
hereby amended, and during any extended or renewal Term of the Lease, as hereby
amended, and after the expiration of any extended or renewal Term of the Lease,
as hereby amended.


 


(c)           The warrants to confess judgment set
forth above shall continue in full force and effect and be unaffected by amendments
to the Lease or other agreements between Landlord and Tenant even if any such
amendments or other agreements increase Tenant’s obligations or expand the size
of the Premises.  Tenant waives any
procedural errors in connection with the entry of any such judgment or in the
issuance of any one or more writs of possession or execution or garnishment
thereon.


 


(d)           TENANT KNOWINGLY AND EXPRESSLY WAIVES (i) ANY
RIGHT, INCLUDING, WITHOUT LIMITATION, UNDER ANY APPLICABLE STATUTE, WHICH
TENANT MAY HAVE TO RECEIVE A NOTICE TO QUIT PRIOR TO LANDLORD COMMENCING
AN ACTION FOR REPOSSESSION OF THE PREMISES AND (ii) ANY RIGHT WHICH TENANT
MAY HAVE TO NOTICE AND TO HEARING PRIOR TO A LEVY UPON OR ATTACHMENT OF
TENANT’S PROPERTY OR THEREAFTER.


 


8.             Tenant acknowledges and agrees that the Lease is in full
force and effect.  To the best of Tenant’s
knowledge, as of the date hereof, Tenant has no claims or offsets against Rent
due or to become due hereunder.


 


9.             This Second Amendment shall be binding upon and inure to
the benefit of the parties and their respective successors and permitted
assigns.


 


3

















 


IN WITNESS WHEREOF,  Landlord and
Tenant, intending to be legally bound, have executed this Second Amendment as
of the day and year first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
  LIBERTY
  PROPERTY LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Liberty Property Trust,
  Sole General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James J. Mazzarelli, Jr.

  
	
   

  	
   

  	
   

  	
  Name: James J. Mazzarelli, Jr.

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President, Regional Director

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
  NATIONAL HEALTH PARTNERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alex Soufflas

  
	
   

  	
   

  	
  Name: Alex Soufflas

  
	
   

  	
   

  	
  Title: CFO & EVP

  



 


4