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EXHIBIT 10c
TERMINATION OF LEASE
THIS TERMINATION OF LEASE (this "Agreement") is made this 11th day of
February, 2000 between TOWER PLACE JOINT VENTURE, a joint venture and successor
in interest to Crow-Charlotte Retail #2, Ltd. ("Landlord"), and GENERAL CINEMA
CORP. OF NORTH CAROLINA ("Tenant").
Background Statement
X. Xxxx-Xxxxxxxxx Retail #2, Ltd., predecessor in interest to Landlord,
and Tenant entered into that certain Theatre Lease dated July 23, 1985 ("Lease")
covering certain premises located in Charlotte, North Carolina and described
more particularly therein (Premises"). Landlord has succeeded to the interest of
Crow-Charlotte Retail #2, Ltd. with respect to the Premises and the Lease.
B. Landlord and Tenant have agreed to terminate the Lease pursuant to
the provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency is acknowledged, Landlord
and Tenant agree as follows:
1. PAYMENT. On or before the date five (5) business days after Landlord
shall have executed this Agreement ("Payment Date"), Tenant shall pay to
Landlord, in immediately available funds by wire transfer the sum of Two Million
Two Hundred Fifty Thousand and no/100 Dollars ($2,250,000) (the "Release
Payment"). The Release Payment shall be wired to the account of Landlord as
follows:
Account Name: Tower Place Joint Venture
Account Number: 08805059654
Bank Name: Texas Commerce Bank
ABA Number: 000000000
Contact: Xxxxxxxx Xxxxxxxxx FAX (000) 000-0000
Tenant shall be entitled to a credit against the Release Payment for
all base rent, common area maintenance charges and insurance reimbursements paid
in accordance with the Lease with respect to the month of January, 2000.
2. TERMINATION OF LEASE: Landlord agrees that upon timely receipt of
the Release Payment on the Payment Date, the term of the Lease will be deemed to
have expired as of 11:59 p.m. on the Payment Date and Tenant shall have no
further obligation to Landlord with respect to the Lease or the Premises, other
than those obligations and liabilities which pursuant to the provisions of the
Lease or applicable law would survive the Lease's expiration. Tenant agrees that
on the Effective Date Tenant shall vacate the Premises and surrender exclusive
possession thereof to Landlord in full compliance with all provisions of the
Lease.
3. ADDITION PRO-RATA AMOUNTS. Tenant shall remain responsible for all
charges accruing under the Lease through the Effective Date including but not
limited to common area maintenance charges, common area maintenance
reconciliation amounts, base rent, and Tenant's pro-rata share of 1999 property
taxes, which pro-rata share of taxes equals the amount of Twenty Eight Thousand
Seven Hundred Nineteen and 54/100 Dollars ($28,719.54). No amounts paid by
Tenant to Landlord under this Section shall reduce the Release Payment except as
expressly provided in Section 1.
4. ACCESS TO PREMISES. Tenant agrees that notwithstanding the
provisions of the Lease to the contrary Landlord shall have access to the
Premises to show the property to prospective tenants.
5. REPRESENTATIONS AND WARRANTIES. Landlord and Tenant hereby represent
and warrant unto the other that (a) the execution, delivery and performance of
this Agreement has been duly authorized by each party, respectively; and (b)
Landlord and Tenant are the "Landlord" and "Tenant" respectively, under the
Lease, and that no assignment of each of their respective interest have been
made.
6. RELEASE. (a) Upon timely performance by Tenant of all of its
obligations under this Agreement and all obligations accruing under the Lease on
or before December 31, 1999, Landlord shall release and forever discharge Tenant
and its officers, directors, shareholders, partners, agents, employees,
predecessors, successors and assigns, including but not limited to Harcourt
General, Inc. (formerly known as General Cinema Corporation), from all claims,
contracts, liabilities, obligations or causes of action of any kind, whether
known or unknown, fixed or contingent, liquidated or unliquidated, whether
sounding in contract or tort, including but not limited to, all claims arising
out of or existing in connection with the occupancy of the Premises or the
execution of the Lease or any of the terms or provisions thereof, except for
Tenant's obligations pursuant to this Agreement, provided, however, that this
release shall not cover any rights of Landlord which by their nature would have
survived the expiration or early termination of the Lease, all of which are
specifically reserved by Landlord.
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(b) Tenant hereby releases and forever discharges Landlord and its
officers, directors, shareholders, partners, members, managers, agents,
employees, predecessors, successors and assigns from all claims, contracts,
liabilities, obligations or causes of action of any kind, whether known or
unknown, fixed or contingent, liquidated or unliquidated, whether sounding in
contract or tort, including but not limited to, all claims arising out of or
existing in connection with the occupancy of the Premises or the execution of
the Lease or any of the terms or provisions thereof, except for Landlord's
obligations pursuant to this Agreement.
7. CONFIDENTIALITY. Tenant shall not at any time or in any manner,
either directly or indirectly, disclose, divulge, communicate or otherwise
reveal or allow to be revealed to any third party the terms, substance or
content of this Agreement or the terms, substance or content of any
communications, whether written or oral, concerning the negotiation, execution
or implementation of this Agreement.
8. BROKERAGE COMMISSIONS. Landlord hereby indemnifies and holds Tenant
from all loss, claim, obligation, liability, damage, expense, actions and
demands of every kind or nature, including without limitation reasonable
attorneys' fees, relating to any brokerage commissions which may now or
hereafter be claimed with respect to the Lease or a replacement tenant leasing
the Premises.
9. GOVERNING LAW. This Agreement shall be enforced and interpreted
according to the laws of the State of North Carolina excluding any choice of law
rule which would direct the application of the law of any other state.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to
be executed as of the day and year first above written.
TENANT:
Date of Signature by Tenant:
GENERAL CINEMA CORP. OF NORTH CAROLINA
January 13, 2000
By: /s/ Xxxxx Xxxxxxxxxx
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Its: President
LANDLORD:
Date of Signature by Landlord:
TOWER PLACE JOINT VENTURE, a joint venture
February 11, 2000
By: Xxxxxx Income Properties I, Ltd., a Texas
limited partnership, a Joint Venture
By: Xxxxxx Realty Investors VIII, Inc.
a Texas corporation, General Partner
By: /s/ Xxxxx Xxxx
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Title: Executive VP
