AND DEATON RELATED ENTITIES HEREBY ACKNOWLEDGE AND CONFIRM
THAT (I) THE ONLY GO-FORWARD PAYMENT OBLIGATIONS OWED BY THE SOURCECORP PARTIES
TO THE DEATONS OR THE DEATON RELATED ENTITIES ARE FUTURE TAX PAYMENTS AND LEASE
PAYMENTS, DESCRIBED MORE FULLY BELOW; AND (II)
THEY HAVE NO CLAIMS FOR ANY
PAST, CURRENT OR FUTURE PAYMENTS UNDER ANY EMPLOYMENT AGREEMENT.
4.
LEASES.
IMAGE ENTRY, INC. IS CURRENTLY
THE TENANT UNDER 11 LEASES (EACH A "LEASE" AND COLLECTIVELY THE "LEASES") FOR
WHICH THE DEATONS ARE DIRECTLY (OR INDIRECTLY THROUGH ONE OR MORE OF THE DEATON
RELATED ENTITIES) THE LANDLORDS.
THE PARTIES HEREBY AGREE TO MODIFY, AND AGREE
TO CAUSE THE MODIFICATION OF, THE LEASES BY (I) CHANGING THE EXPIRATION DATE OF
SUCH LEASES TO THE APPLICABLE END DATE FOR EACH RESPECTIVE LEASE AS SET FORTH ON
ANNEX C OF THIS AGREEMENT;
(II) PROVIDING THAT NO MAINTENANCE OR IMPROVEMENTS
WILL BE CHARGED TO TENANT WITHOUT THE PRIOR WRITTEN CONSENT OF TENANT AS TO
SCOPE AND COST, AND, UPON EXPIRATION OF THE TERM OF EACH LEASE, TENANT'S SOLE
OBLIGATION WILL BE TO DELIVER THE PREMISES TO THE LANDLORD IN SUBSTANTIALLY THE
SAME STATE OF CONDITION AND REPAIR AS EXISTED ON THE DATE BILL DEATON VACATED
THE PREMISES (BEING OCTOBER 1, 2004), REASONABLE WEAR AND TEAR EXCEPTED; AND
(III) PROVIDING THAT ANY
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provision in such Leases requiring the landlord's consent shall be amended to
provide that the landlord may not unreasonably withhold, condition or delay such
consent (including without limitation such that with such consent tenant may
make additions or modifications to any of the buildings that are the subject to
the Leases at its own expense). The Deatons and the Deaton Related Entities
represent and warrant that the only known monetary obligations of the IE
Entities to the Deatons and the Deaton Related Entities under the Leases as of
the date of this Agreement are for lease payments, which are current and paid in
full through September 30, 2005, with the understanding that the IE Entities
have a continuing obligation to pay utilities, pay real estate taxes, obtain
insurance, etc. under, but subject to, the terms of the Leases.
5.
D&O INSURANCE.
DEATON AGREES NOT TO
DIRECTLY OR INDIRECTLY SEEK ADVANCEMENT, REIMBURSEMENT, INDEMNIFICATION OR OTHER
COVERAGE OF ANY EXPENSES OR LEGAL FEES UNDER SOURCECORP'S D&O INSURANCE OR IN
ANY MANNER FROM ANY OF THE SOURCECORP PARTIES (INCLUDING WITHOUT LIMITATION WITH
RESPECT TO ADVANCEMENT, REIMBURSEMENT, INDEMNIFICATION, OR OTHER COVERAGE, FROM
ANY OF THE SOURCECORP PARTIES, FOR ANY LOSS RELATED TO THE SUBJECT OF THE
RELEASED CLAIMS).
DEATON FURTHER AGREES TO TAKE, IF REQUIRED, ANY ACTIONS
NECESSARY OR APPROPRIATE TO EFFECTUATE THIS AGREEMENT WITH THE D&O INSURANCE
CARRIER(S).
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT ALL CLAIMS THAT EXIST
OR MAY ARISE AND THAT MIGHT BE COVERED BY THE D&O INSURANCE AGAINST SOURCECORP,
THE NAMED DEFENDANTS, AND ALL OTHER COVERED PERSONS (OTHER THAN DEATON) ARE
RESOLVED, AND THEIR RELATED EXPENSES, LEGAL FEES, AND LOSSES, IF ANY, HAVE BEEN
REIMBURSED OR OTHERWISE COVERED UNDER SUCH D&O INSURANCE WITHOUT EXHAUSTING