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EXHIBIT 10.8
LEASE TERMINATION AND RELEASE
AGREEMENT
THIS LEASE TERMINATION AND
RELEASE AGREEMENT (the " Agreement ") is made as
of the 20th day of September, 2006 by and between 3-B EAST
ASSOCIATES, a Florida general partnership (the "
Landlord ") and COLEMAN CABLE, INC., a Delaware
corporation (the " Tenant ").
R E C I T A L S:
1. Landlord and Tenant
entered into that certain Standard Lease dated August 26th,
2003 as amended by that certain Amendment to Standard Lease dated
August 26th, 2003 (collectively, the " Lease "),
whereunder Landlord leased to Tenant certain premises (the "
Leased Premises ") located at 5960 Miami Lakes Drive.
Miami Lakes, Florida.
2. Landlord and Tenant wish
to terminate the Lease as set forth in this Agreement.
NOW THEREFORE in
consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant do hereby covenant, promise and
agree as follows:
1. Termination .
Landlord and Tenant acknowledge and agree that the Lease shall be
terminated effective as of October 1, 2006 (the "
Termination Date "). Following the Termination Date,
the Lease shall be considered terminated and of no further force or
effect.
2. Termination Fee .
In consideration of Landlord’s agreement to terminate the
Lease and to provide a release to Tenant in accordance with the
terms of Section 4 below, Tenant shall pay to Landlord a
termination fee of Three Hundred Ninety Four Thousand Four Hundred
Seventy Five and no/100 Dollars ($394,475.00) (the " Termination
Fee ") on or before October 9, 2006.
Landlord acknowledges and agrees
that it shall not show the Termination Fee as rental income on its
books and Tenant acknowledges and agrees that it shall not show the
Termination Fee as a rental expense on its books. Tenant hereby
indemnifies Landlord for any loss, cost or expense that may be
suffered by Landlord as a result of Tenant’s recording the
Termination Fee as a rental expense on its books. Each of the
parties agrees that Tenant has vacated the Leased Premises prior to
the date of this Agreement and that upon execution of this
Agreement, Tenant has no further right to use or occupy the Leased
Premises.
3. Landlord Release .
Tenant hereby remises, releases, acquits, satisfies, and forever
discharges Landlord and its officers, directors, shareholders,
partners, affiliates, employees and agents (collectively, the "
Landlord Releasees "), of and from all manner of
action and actions, cause and causes of action, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts and controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which Tenant ever had, now
has or hereafter can, shall or may have, against any Landlord
Releasee, for, upon or by reason of the Lease and/or the Leased
Premises, from the beginning of the world to the date of this
Agreement.
4. Tenant Release .
Landlord hereby remises, releases, acquits, satisfies, and forever
discharges Tenant, and its officers, directors, shareholders,
partners, affiliates, employees and agents (collectively, the "
Tenant Releasees "), of and from all manner of action
and actions, cause and causes of action, suits, debts, dues, sums
of money, accounts, reckonings, bonds, bills, specialties,
covenants, contracts and controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which Landlord ever had,
now has or hereafter can, shall or may have, against any Tenant
Releasee, for, upon or by reason of the Lease and/or the Leased
Premises, from the beginning of the world to the date of this
Agreement.
5. Reservation of
Liability . Notwithstanding the release contained in
Paragraph 4 above, Tenant shall not be released from any
indemnity obligations which, pursuant to the terms of the Lease,
expressly survive the termination of the Lease, specifically
including, without limitation, Tenant’s obligations contained
in Section 28 of the Lease, or from any loss, cost or expense
that Landlord may suffer as a result of the Tenant having done any
work at the Leased Premises that is not in compliance with
applicable codes or ordinances, as required under Section 12 of the
Lease (the " Surviving Lease Obligations "). Tenant
further expressly acknowledges and agrees that notwithstanding the
Release contained in Paragraph 4 above, if there occurs any
damage to the Leased Premises as a result of a windstorm casualty
prior to the Windstorm Insurance Deductible Expiration Date (as
hereinafter defined), Tenant shall be responsible to reimburse
Landlord for the actual cost (not to exceed $424,000.00) of
Landlord’s deductible under the w
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