TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into to
be effective as of the 2nd day of March, 1998, by and between THE STRATUS
CORPORATION, an Illinois corporation ("Purchaser"), and NORTH KENT PARTNERS
LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller").
W I T N E S S E T H:
WHEREAS, Seller and Purchaser are parties to that certain Agreement of
Sale entered into as of January 21, 1998 (the "Original Agreement"), and that
certain Escrow Agreement entered into as of January 21, 1998 (the "Escrow
Agreement"), pursuant to which Seller agreed to sell to Purchaser, and
Purchaser agreed to purchase from Seller, the Property (as defined in the
Original Agreement); and
WHEREAS, Seller and Purchaser now desire to terminate the Original
Agreement and the Escrow Agreement pursuant to the terms and provisions set
forth herein.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements contained herein, the payment of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Purchaser agree as follows:
1. All capitalized terms used in this Agreement, to the extent not
otherwise expressly defined herein, shall have the same meanings ascribed to
such terms in the Original Agreement.
2. Seller and Purchaser hereby agree that if the Lease Termination
Agreement between Seller and United Artists Theatre Circuit, Inc., a Maryland
corporation (the "Lease Termination") is fully executed and Seller has received
all consideration due to it under the Lease Termination then the Original
Agreement and Escrow Agreement will be terminated as of the date first written
above and shall be of no further legal force and effect.
3. As additional consideration hereunder, Seller and Purchaser hereby
release and forever discharge each other, and their respective partners,
officers, directors, agents, trustees, beneficiaries, and employees, of and
from any and all claims, acts, damages, demands, rights of action and causes of
action which each party ever had, now has or in the future may have against the
other, arising from or in any way connected with the Original Agreement.
4. This Agreement may be executed in several counterparts, each
constituting a duplicate original, but all such counterparts shall constitute
one and the same instrument. This Agreement may be executed by facsimile
signature by the parties hereto, and such facsimile signatures shall have the
same force and effect as if manually signed.
[EXECUTION PAGE FOLLOWS]
IN WITNESS WHEREOF, this Amendment is executed to be effective as of the
date first set forth above.
PURCHASER:
THE STRATUS CORPORATION, an Illinois corporation
By: /s/Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Its: President
SELLER:
NORTH KENT PARTNERS LIMITED PARTNERSHIP, an
Illinois limited partnership
By: North Kent Partners, Inc., an Illinois
corporation, its general partner
By: /s/Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Its: Managing Director and Secretary
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