1
EXHIBIT 10.33
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT (this "Agreement") is made and entered
into as of July 31, 1998, among 436 Investments, L.L.C., a Missouri limited
liability company ("Landlord"), and India Exotics, Inc., a Texas corporation
("Tenant") and is joined by Xxxxxxxx Xxxxxx, individually and as a member of
Landlord ("X. Xxxxxx"), Xxxxxxxx Xxxxxx, individually and as a member of
Landlord ("X. Xxxxxx"), Xxxxxxx Xxxxxx, individually and as a member of Landlord
("X. Xxxxxx"), and Xxxxx Xxxxxx, individually and as a member of Landlord (X.
Xxxxxx", together with X. Xxxxxx, X. Xxxxxx and X. Xxxxxx, the "Khokhas"), and
Celebrity, Inc., a Texas corporation and the parent of Tenant ("Celebrity"), for
the express purpose stated on the signature page hereof.
Recitals
A. Landlord and Tenant entered into a lease agreement dated as of
February 7, 1995 (as subsequently amended, the "Lease"), with respect to the
property with a street address of 13527-31 Earth City Expressway, Earth City,
Missouri (the "Premises").
B. Tenant desires to terminate the Lease prior to its maturity.
In consideration of the foregoing recitals, which are hereby made a
part of this Agreement, and the covenants and provisions contained herein, the
receipt and adequacy of which are hereby acknowledged, Landlord and Tenant agree
that the Lease is terminated as follows:
SECTION 1. LEASE TERM. The term of the Lease shall expire and Tenant
agrees to vacate and will surrender the Premises, "as is", to Landlord on July
31, 1998 (the "Termination Date"), subject to the provisions of this Agreement.
Upon the execution of this Agreement, Tenant agrees to pay Landlord One Hundred
Fifty Thousand and No/100 Dollars ($150,000.00) (the "Termination Fee") as
liquidated damages for the early termination of the Lease.
SECTION 2. WAIVER AND RELEASE.
(a) For and in consideration of the Termination Fee and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord and each of the Khokhas hereby waive any and all prior
defaults under the Lease. Landlord and each of the Khokhas hereby agree that
receipt by Landlord of the Termination Fee in accordance with the terms set
forth herein shall fully satisfy all payment and other obligations of Tenant
and/or Celebrity to each of such parties, directly or indirectly, under the
Lease, including without limitation all obligations of Tenant and/or Celebrity
related to (i) proration of taxes of any nature, (ii) maintenance of the
Premises and (iii) damage to or change in the Premises, except that Celebrity
will be responsible for all utility and building and grounds maintenance
expenses related to the Premises incurred through and including August 6, 1998.
Celebrity also represents and warrants that no improvements have been made to
the Premises by Tenant that have not been paid for.
2
(b) For and in consideration of the Termination Fee and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord and each of the Khokhas hereby release and forever
discharge and acquit Tenant and Celebrity, directly or indirectly, and each of
their respective successors, assigns, directors, officers, agents, employees and
legal representatives and any affiliated corporations and each of their
respective directors, officers, agents, employees and legal representatives,
from any and all causes of action, suits, liabilities, damages, demands and
claims of any nature whatsoever, whether in law or equity, weather known or
unknown, and any and all rights, duties, liabilities and obligations, whether
presently enforceable or enforceable in the future, by reason of any matter or
cause under the Lease arising from the beginning of time to the date of this
Agreement and hereafter under the Lease.
(c) For and in consideration of the terms hereof, the receipt and
adequacy of which are hereby acknowledged, Tenant and Celebrity each hereby
release and forever discharge and acquit Landlord and each of the Khokhas,
directly or indirectly, and each of their respective successors, assigns, agents
and legal representatives and affiliated persons from any and all causes of
action, suits, liabilities, damages, demands and claims of any nature
whatsoever, whether in law or equity, whether known or unknown, and any and all
rights, duties, liabilities and obligations, whether presently enforceable or
enforceable in the future, by reason of any matter or cause under the Lease
arising from the beginning of time to the date of this Agreement and hereafter
under the Lease, and effective as of the Termination Date, Tenant surrenders to
Landlord all of its right, title and interest in the Premises to which it may be
entitled by virtue of the Lease.
(d) The above releases are intended to cover all claims of all types as
between the parties under the Lease, whether arising under the common law, or
the statutes or regulations of the State of Texas, of any other state, or of the
United States or any foreign country.
SECTION 3. MISCELLANEOUS. This Agreement shall inure to the benefit of
and be binding upon the parties' respective successors and assigns.
- 2 -
3
IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first set forth above.
LANDLORD: 436 Investments, L.L.C., a Missouri limited liability
company
By: /s/ XXXXXXXX X. XXXXXX
--------------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
------------------------------------------------
Title: Managing Member
-----------------------------------------------
X. XXXXXX: Xxxxxxxx Xxxxxx, individually and as a member of
Landlord
/s/ XXXXXXXX XXXXXX
-----------------------------------------------------
Xxxxxxxx Xxxxxx
X. XXXXXX: Xxxxxxxx Xxxxxx, individually and as a member of
Landlord
/s/ XXXXXXXX XXXXXX
-----------------------------------------------------
Xxxxxxxx Xxxxxx
X. XXXXXX: Xxxxxxx Xxxxxx, individually and as a member of
Landlord
/s/ XXXXXXX XXXXXX
-----------------------------------------------------
Xxxxxxx Xxxxxx
X. XXXXXX: Xxxxx Xxxxxx, individually and as a member of
Landlord
/s/ XXXXX XXXXXX
-----------------------------------------------------
Xxxxx Xxxxxx
- 3 -
4
TENANT: India Exotics, Inc., a Texas corporation
By: /s/ XXXX XXXXXXX
--------------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------------
Title: Vice President
-----------------------------------------------
Celebrity hereby agrees to guarantee the Termination Fee created hereunder and
to make the commitments of Celebrity set forth in the last two sentences of
Section 2(a) of this Agreement. Celebrity acknowledges that it has entered into
this Agreement for good and valuable consideration, which has been received, for
the purposes stated in this Agreement.
Celebrity, Inc., a Texas corporation
By: /s/ XXXX XXXXXXX
--------------------------------------------------
Name: Xxxx Xxxxxxx
------------------------------------------------
Title: Vice President
-----------------------------------------------
- 4 -
