LEASE TERMINATION AGREEMENT
---------------------------
THIS LEASE TERMINATION AGREEMENT ("Agreement") is made this day of
February, 1998, by and between NORTH KENT PARTNERS LIMITED PARTNERSHIP,
successor to Forbes/Xxxxx Properties ("Landlord") and UNITED ARTISTS THEATRE
CIRCUIT, INC., a Maryland corporation ("Tenant").
Recitals
---------
A. Landlord and Tenant are parties to a certain Lease dated May 5, 1989,
as subsequently amended (the "Lease"), pursuant to which Landlord is leasing to
Tenant a theatre (the "Premises") known as the United Artists Theatre located
in the North Kent Mall, Grand Rapids, Michigan, and more particularly described
in the Lease.
B. Landlord and Tenant now desire to terminate the Lease prior to the
expiration of the stated term thereof, all on the terms and conditions
contained herein.
Agreement
----------
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. In consideration of the payment of $1,000,000.00 from Tenant to
Landlord by certified check or federal wire transfer, the term of the Lease
shall terminate on March 1, 1998 (the "Termination Date"), as if that date were
the day definitely fixed in the Lease for the expiration of the term thereof.
Tenant shall pay Landlord all rent due under the Lease through the Termination
Date.
2. As provided in Paragraph 5 below, Tenant shall vacate and surrender
the Premises to Landlord in the same condition that the Premises are in on the
date of this Agreement, normal wear and tear excepted. Landlord acknowledges
that Tenant has made no representations or warranties with regard to the HVAC,
plumbing, or electrical systems, or any similar systems within the Premises or
repair or condition of the Premises, and the Premises shall be transferred to
Landlord in an "AS IS" condition and state of repair as of the date of this
Agreement.
3. All real property taxes and assessments, insurance, CAM and utilities
shall be prorated and paid as of the Termination Date, provided that such
proration of taxes and assessments shall be based on the current year's taxes
and assessments, if available, or upon figures from the last preceding year.
All such prorations shall be deemed to be a final settlement, and no further
adjustments between Landlord and Tenant shall be made.
4. Except for: (i) Tenant's agreement to pay to Landlord the sums
referenced n Paragraphs 1 and 3 hereof; (ii) Tenant's agreement to be
responsible for insured claims from and after the Termination Date resulting
from occurrences (such as personal injury) up to the Termination Date; and
(iii) Tenant's agreement to be responsible for any violations of environmental
laws in existence prior to the Termination Date directly related to hazardous
materials or substances deposited on or in the Premises by Tenant, Landlord,
for itself and its successors and assigns, hereby releases and forever
discharges Tenant from any and all actions, causes of actions, suits, claims
and demands of every kind and nature whatsoever, whether now known or hereafter
to become known, anticipated or unanticipated, which Landlord ever had, now has
or may have had, by reason of any matter, cause or thing whatsoever, arising
out of, related to or in any way connected with the Lease or the Premises.
Landlord declares that the terms of this release are fully understood and
voluntarily made for the purposes of making a full and final release and
discharge of any and all claims that Landlord may have against Tenant Related
to the matters described in this Agreement.
5. On or before the Termination Date, Tenant shall vacate the Premises in
accordance with Paragraph 2 of this Agreement, and Tenant may elect to remove
its candy and concession inventory and supplies, together with the personal
property and assets described on the attached Exhibit A (the "Excluded
Property"). Tenant shall leave in the Premises in "broom clean" condition and
shall convey to Landlord any other furniture, trade fixtures and equipment
owned by Tenant in the Premises used in connection with the operation of the
theatre in the Premises, including seats, screens, concessions counters,
projection and video equipment, concession equipment, soundfolding, curtains,
draperies, light fixtures and signage, other than the Excluded Property.
Tenant shall have the right to remove the Excluded Property within 10 days
following the Termination Date. In the event Tenant elects to leave any of the
Excluded Property on the Premises, Landlord may retain or dispose of such
property at Landlord's sole descretion and cost. Tenant shall have no further
liability with respect to such property. On the Termination Date, Tenant shall
deliver possession of the Premises to Landlord free and clear of any third
party possessory rights.
6. Landlord hereby represents and warrants that, as of the date of this
Agreement, there are no outstanding defaults by Tenant under the Lease, nor are
there any uncured past defaults by Tenant under the Lease.
7. Tenant hereby represents and warrants that, as of the date of this
Agreement: (i) there are no outstanding defaults by Landlord under the Lease,
nor are there any uncured past defaults by Landlord under the Lease: (ii) the
leasehold interest of Tenant as well as all personalty, equipment and fixtures
located on the Premises and used by Tenant in the operation of its business are
free and clear of all liens, security interests and encumbrances; and (iii) to
the best of Tenant's knowledge, with no investigation having been made, there
are no outstanding violations of environmental law related to the Premises, nor
any litigation affecting the Premises.
8. Landlord hereby represents and warrants that there are no other
consents or other documents required to terminate the Lease under the terms set
forth in this Agreement and that any consent required by any lenders has been
obtained.
9. In the event of any litigation brought by either party to enforce the
terms and provisions of this Agreement, the prevailing party shall be entitled
to recover all of its costs and expenses incurred in such litigation, including
but not limited to, reasonable attorneys' fees.
10. If there are any inconsistencies between the terms and conditions of
this Agreement and the terms and conditions of the Lease, the terms and
conditions of this Agreement shall control.
11. All capitalized terms not otherwise defined in this Agreement shall
have the meanings which said capitalized terms have in the Lease.
12. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
13. This Agreement may be executed in several counterparts, each of which
will be considered an original, and all of which taken together shall
constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
LANDLORD:
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
--------------------------------------
Name: Xxxxx X. Xxxx
Its: Managing Director and Secretary
TENANT:
UNITED ARTISTS THEATRE CIRCUIT,
INC., a Maryland corporation
By: /s/Xxxx X. Xxxx
-----------------------------------------
Executive Vice President
