Exhibit 10.10
TERMINATION OF EQUIPMENT
LEASE
AND BILL OF
SALE
THIS TERMINATION OF EQUIPMENT LEASE
AND BILL OF SALE (this “ Agreement ”) is made
and entered into as of October 5, 2009 by and between Granite City
Food & Brewery, Ltd., a Minnesota corporation (“
Lessee ”) and DHW Leasing, L.L.C., a South Dakota
limited liability company (“ Lessor
”).
RECITALS:
A.
Lessor and Lessee are currently
parties to a written Master Equipment Finance Lease dated
September 19, 2006 and an Equipment Lease Commitment dated
December 6, 2007 (collectively, the “ Master Lease
”) and sixteen (16) separate leases identified on the
attached Exhibit A (each, a “ Lease
”), relating to the lease of certain furniture, fixtures,
machinery, equipment and other personal property as described in
Exhibit A to each Lease (the “ Equipment
”).
B.
Lessor and Lessee have entered into
a Debt Conversion Agreement and Lessor has agreed in connection
therewith to (i) terminate the Master Lease and each Lease
effective on the date hereof (the “ Termination Date
”) subject to the terms and conditions of this Agreement, and
(ii) convey the Equipment to Lessee.
NOW, THEREFORE, in consideration of
the above recitals that by this reference are incorporated herein,
the mutual covenants and conditions contained herein and other
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Lessor and Lessee agree as follows:
1.
Termination
. The Master Lease and the
Leases shall automatically terminate, subject to the agreements,
representations, warranties and indemnities contained in this
Agreement, effective on the Termination Date, without further
notice or action.
2.
Release of Liens
. The parties acknowledge that
all security interests previously filed against the Equipment have
been released. If any of the security interests against the
Equipment are not released or are reinstated in the future without
the consent of Lessee, Lessor agrees to cause such security
interests to be released and hereby grants to Lessee the authority
to terminate any financing statement filed against the Equipment in
favor of Lessor.
3.
Release of Lessor
. Effective as of the
Termination Date, but subject to the agreements, representations,
warranties and indemnities contained in this Agreement, which
agreements, representations, warranties and indemnities shall
survive the termination of the Master Lease and the Leases, Lessee
forever releases and discharges Lessor from any and all claims,
demands or causes of action whatsoever against Lessor or its
successors and assigns arising out of or in connection with the
Equipment, the Master Lease or the Leases, and forever releases and
discharges Lessor from any obligations to be observed or performed
by Lessor under the Master Lease and the Leases.
Notwithstanding such release, Lessor shall indemnify Lessee
against, and hold Lessee, its officers, agents, employees,
directors and shareholders harmless from, any and all claims,
actions, suits,
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