Unassociated Document


    

      Exhibit
        10(l)

      


      SECOND
        ADDENDUM TO AGREEMENT OF LEASE

      


      THIS
        SECOND ADDENDUM TO AGREEMENT OF LEASE, dated as of May __, 2006 (this
“Addendum”) is made by and between HEADWATERS ASSOCIATES, a Pennsylvania general
        partnership, with an address at 10 North Church Street, Suite 307, West Chester,
        Chester County, Pennsylvania 19380 (“Lessor”) and DNB FIRST, NATIONAL
        ASSOCIATION, a national banking association having a principal place of business
        at 4 Brandywine Avenue, Downingtown, Chester County, Pennsylvania 19335
        ("Lessee").

      


      Background:

      


      A.
        On
        February 10, 2005, Lessor and Lessee entered into an Agreement of Lease (as
        amended and supplemented from time to time, the “Lease”), providing for a lease
        from Lessor to Lessee of certain premises consisting of 4,770 square feet
        (the
“Original Leased Premises”) on the first floor space of the four story building
        at 2 North Church Street, West Chester, Pennsylvania (the
“Building”).

      


      B.
        Lessor
        and Lessee entered into an Addendum to Agreement of Lease dated as of November
        15, 2005 (the “First Addendum”), pursuant to which the parties agreed to add
        certain third floor conference room space as “Additional Leased Premises” under
        the Lease and to provide for additional rent and other terms relating to
        the
        Additional Leased Premises.

      


      C.
        Lessor
        and Lessee have obtained a measurement of the actual, useable square footage
        of
        the Leased Premises and wish to adjust the rentals to conform to the actual
        square footage, on the terms and conditions contained in this
        Addendum.

      


      NOW,
        THEREFORE, intending to be legally bound hereby, and in consideration of
        the
        mutual benefits contained herein and for other good and valuable consideration
        the receipt and sufficiency of which is hereby acknowledged, the parties
        agree
        as follows:

      


      1. Definitions.
        Capitalized
        terms not otherwise defined in this Addendum shall have the same meaning
        in this
        Addendum as such terms have in the original Lease and the First Addendum
        respectively.

      

        2.
          Square Footage and Basic Rent for Original Leased Premises. The number of
          square feet of floor space in the Original Leased Premises, as used for
          all
          purposes in the Lease, is hereby modified to 4,998 square feet. The first
          three
          (3) sentences of Section 3 of the original Lease (as amended by the First
          Supplement) are hereby modified to read in full as follows:

         

         

        
          
             

          

          
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      During
        the initial Lease year beginning on the date hereof and ending on July 31,
        2006,
        Lessee shall pay to Lessor as base rent (“Base Rent”) for the Original Leased
        Premises the sum of Nineteen Dollars and Seventy-Five Cents Dollars ($19.75)
        per
        square foot per year for a total Base Rent of Ninety Eight Thousand Seven
        Hundred Ten and 50/100 Dollars ($98,710.50), without set off or any demand
        therefor, at the place designated by Lessor, in equal, consecutive monthly
        installments of Eight Thousand Two Hundred Twenty-Five and 88/100 ($8,225.88),
        each such installment to be due and payable in advance on the first day of
        each
        month during the Term. In the event the Term shall begin and end other than
        on
        the first day and last day, respectively, of a calendar month, the rental
        for
        such partial month shall be adjusted utilizing the number of days of the
        Term
        actually contained in the calendar month during which the Term begins and
        ends,
        respectively. The Base Rent shall remain constant through July 31, 2007.
        

      


      3. Square
        Footage and Basic Rent for Additional Leased Premises.
         The
        number of square feet of floor space in the Additional Leased Premises, as
        used
        for all purposes in the Lease, is hereby modified to 503 square
        feet.
        The
        first sentence of Section 3 of the First Addendum is hereby modified to read
        in
        full as follows:

      


      From
        the
        date hereof through July 31, 2006, at a rate of Twelve Dollars ($12.00) per
        square foot per year, for equal, consecutive monthly installments of $503.00.
        This is equivalent to an annualized Base Rent for the Additional Leased Premises
        of Six Thousand Thirty Dollars ($6,036.00).

      


      4. Credits
        and Charges for Past Base Rent.
        

      


      (a)
        Lessor hereby agrees that Lessee is entitled to a credit of $61.00 per month
        (allocable for partial months) on account of Base Rent heretofore paid for
        the
        Original Leased Premises, for a total credit for Base Rent on the Original
        Leased Premises of $396.50 for the period through and including May 31, 2006.
        

      


      (b)
        Lessee hereby agrees that Lessor is entitled to a credit of $375.25 per month
        (allocable for partial months) on account of Base Rent heretofore paid for
        the
        Original Leased Premises, for a total credit for Base Rent on the Original
        Leased Premises of $3,377.25 for the period through and including May 31,
        2006.


      


      (c)
        As a
        result of the foregoing, the parties agree that Lessor is entitled to a net,
        aggregate credit of $2,980.75 on account of Base Rent on all of the Leased
        Premises for the period through and including May 31, 2006. Lessee agrees
        to pay
        Lessor this sum upon the execution of this Addendum.

      

        5.
          Reaffirmation of Lease. The terms and conditions of the Original Lease,
          as modified by the First Addendum, as further modified by this Addendum,
          are
          hereby reaffirmed by the Lessor and Lessee as modified by this
          Addendum.

      


      
        
           

        

        
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      6. Miscellaneous.
        

      


      (a) Examination
        or review of this Addendum by or on behalf of either Lessor or Lessee shall
        not
        be construed as approval or acceptance hereof and this Lease shall not be
        effective until executed by duly authorized signatories of both Lessor and
        Lessee. This Addendum may not be amended or modified except by a writing
        signed
        by Lessor and Lessee. 

      


      (b) No
        consent or waiver, express or implied, by Lessor or Lessee to or of any breach
        of any agreement or duty to the other shall be construed as a consent or
        waiver
        of any other breach of the same or any other agreement or duty. 

      


      (c) The
        invalidity or unenforceability of any provision of this Addendum shall not
        affect or render invalid or unenforceable any other provision
        hereof.

      


      (d) This
        Addendum and the Lease shall be construed under the laws and judicial
        interpretations of the Commonwealth of Pennsylvania, as they may be pre-empted
        by federal law. 

       

      (e) This
        Addendum shall not be recorded in whole or in memorandum form by Lessee without
        the prior written consent of Lessor. 

      


      (f) Lessor
        and Lessee represent and warrant to each other that they have not consulted
        or
        contacted any agent, broker, or finder in connection with this Addendum.
        Lessor
        and Lessee agree to defend, indemnify and hold the other harmless from any
        and
        all claims for compensation or commission, or any portion thereof, in connection
        with this Lease by any broker, agent, or finder (other than Broker) claiming
        to
        have dealt with the indemnifying party.

      


      IN
        WITNESS WHEREOF, Lessor and Lessee have caused the due execution of this
        Addendum on their respective behalf.

      


      
        	 	
                LESSOR:

              
	 	 
	 	
                HEADWATERS
                  ASSOCIATES

              
	
                Witness:

              	 
	 	 
	
                _______________________

              	
                By:__________________________________

              
	
                Print
                  Name:______________

              	
                William
                  Dalusio, General Partner

              
	 	 
	 	 
	
                ATTEST:

              	
                LESSEE:

              
	 	 
	 	
                DNB
                  FIRST, NATIONAL ASSOCIATION

              
	 	 
	 	 
	
                ________________________

              	
                By:
                  __________________________________

              
	
                Ronald
                  K. Dankanich, Secretary

              	
                William
                  J. Hieb, President

              


      

       

       

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