Exhibit 10.2.3
LEASE TERMINATION AGREEMENT
This Agreement is made as of this 14th day of March, 2003, by and between
R&B, Inc., a Pennsylvania corporation ("Tenant") and The Xxxxxx Real Estate
Partnership, a Pennsylvania general partnership ("Landlord").
BACKGROUND
A. Tenant and Landlord are parties to a certain Agreement to Lease dated
as of January 3, 1990, as amended by the First and Second Amendment to Lease
dated September 10, 1993 and February 17, 1994, respectively (collectively, the
"Lease"), respecting certain premises located at 000 Xxx Xxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx. Capitalized terms not defined herein shall have the same
meanings ascribed to them in the lease.
B. Tenant has informed Landlord that Tenant desires to terminate the Lease
prior to the expiration of the term thereof.
C. Accordingly, Landlord marketed the premises for sale and entered into
an Agreement of Sale with a closing date of April 11, 2003, but subject to
certain conditions to closing. Landlord has indicated that it is amenable to
such early termination pursuant to the terms and conditions set forth herein.
D. The parties intend to set forth their understandings with respect to
the early termination of the Lease pursuant to the terms and conditions of this
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, intending to be legally bound
hereby, the parties hereto have agreed as follows:
1. Termination: Subject to Landlord's receipt of the Termination Payment
(as hereinafter defined), and subject to the successful closing under the
Agreement of Sale, the Lease is hereby amended to expire simultaneously with the
transfer of ownership as set forth in the Agreement of Sale on or about April
11, 2003 (the "Termination Date").
2. Liability: Such termination shall be without further liability of
Landlord or Tenant to one another under the Lease, except for such rights and
obligations of the Tenant as shall have accrued under the Lease up to the
Termination Date, including, without limitation, such liabilities of Tenant as
survive termination of the Lease by the expressed terms thereof.
3. Termination Payment: In consideration of Landlord's agreement for the
early termination of the Lease term, Tenant hereby agrees to pay to Landlord, a
termination payment equal to $200,000. (the "Termination Payment"). The
Termination Payment shall be due by Tenant on the Termination Date, and shall be
in addition to, and not in lieu of, all rent and other charges due under the
Lease through and including the Termination Date.
4. Terms and Conditions of Lease: Except as expressly set forth herein,
all terms and conditions of the Lease remain unchanged.
Exhibit Page 1
5. Binding Effect: This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns.
6. Entire Agreement: This Agreement constitutes the entire understanding
between the parties with respect to the subject matter of this Agreement.
7. Governing Law: This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.
The Xxxxxx Real Estate Partnership R&B, Inc. (Tenant):
(Landlord):
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx Xxxxx
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Xxxxxx Xxxxxx, Partner Xxxxx Xxxxx, Asst. Secretary
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