<PAGE>
EXHIBIT 10.1
LEASE TERMINATION AGREEMENT
This Lease
Termination Agreement (this "Agreement") is made and entered
into as of this 17th day of October, 2005
(the "Effective Date") by and between
PROLOGIS, a Maryland Real Estate Investment
Trust ("Landlord"), DANNER, INC., a
Wisconsin corporation, formerly known as
Danner Shoe Manufacturing Company
("Tenant") and LACROSSE FOOTWEAR, INC., a
Wisconsin corporation ("New Tenant"),
as follows:
RECITALS:
A. On or
about August 24, 2000, Landlord's predecessor-in-interest,
Catellus Development Corporation, a
Delaware corporation ("Previous Landlord"),
and Tenant, entered into that certain
Multi-Tenant Industrial Triple Net Lease
(the "Lease") pertaining to that certain
approximately 55,094 rentable square
feet of office/warehouse space (the
"Premises") located in Portland, Oregon. New
Tenant is the parent company of the Tenant.
The Premises is more particularly
described in the Lease.
B.
Landlord and New Tenant entered into that certain Single-Tenant
Industrial Triple Net Lease dated
substantially concurrently herewith (the "New
Lease") pursuant to which New Tenant is to
lease from Landlord and Landlord is
to lease to New Tenant approximately
144,690 rentable square feet within the
Project.
C. In
consideration of Landlord and New Tenant entering into the New
Lease, Landlord and Tenant desire to (i)
effect a termination of the Lease, and
(ii) provide for the termination of all
rights and obligations under the Lease
under the terms and conditions set forth in
this Agreement.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged,
Landlord, New Tenant and Tenant do
hereby agree as follows:
1.
Termination. The Lease is hereby terminated as of that date
(the
"Termination Date") which is the earlier of
(i) the date Tenant fully vacates
and surrenders (in accordance with
Paragraph 4 hereof) the entire premises under
the Lease, or (ii) forty-five (45) days
following the "Possession Date" of the
entire Premises under the New Lease.
Following the Termination Date, Landlord
and Tenant shall have no further rights or
obligations to each other with
respect to the Lease, except as provided in
this Agreement; provided, however,
notwithstanding the termination of the
Lease and the acceptance of Tenant's
surrender of the Premises, Landlord hereby
reserves any and all claims, rights
and remedies it may have against Tenant
under the Lease and/or this Agreement
with respect to any period(s) of time
occurring prior to the Termination Date
relative to any obligation of or default by
Tenant under the Lease and/or this
Agreement.
2.
Existing Security Deposit. Tenant acknowledges that Landlord holds
a
security deposit pursuant to the terms of
the Lease in the amount of Twenty-Five
Thousand and No/100 Dollars ($25,000.00)
(the "Existing Security Deposit").
Landlord, New Tenant and Tenant
<PAGE>
acknowledge and agree that provided Tenant
(a) is not in default under the Lease
beyond any applicable cure period, and (b)
fully and timely complies with the
terms of this Agreement, including, without
limitation, Tenant's surrender
obligations, the Existing Security Deposit
shall be retained by Landlord
pursuant to the terms of Section 3.3 of the
New Lease.
3.
Payments to Third Parties
3.1 Tenant shall pay when due any and all amounts payable to
contractors, agents and/or other third
parties pursuant to written or oral
agreements between Tenant and such third
parties which (i) pertain to the
provision of any goods and/or services to
or for the Premises, including utility
services, and (ii) pertain to any period of
time prior to the Termination Date.
3.2 Tenant hereby represents and warrants to Landlord that there
are
no written or oral agreements with any
third parties which pertain to the
provision of goods and/or services to or
for the Premises for which either the
Premises or Landlord will become subject to
or liable for payment, except for
customary utility services provided to the
Premises from and after the
Termination Date.
4.
Possession. Tenant shall surrender exclusive possession of the
Premises
to Landlord on or before the Termination
Date in the condition required pursuant
to the Lease, including, without
limitation, Section 19.9.2 of the Lease. Tenant
hereby conveys to Landlord all of Tenant's
right, title, and interest, if any,
in and to the Premises and any and all
fixtures, equipment, and improvements
contained therein. Notwithstanding anything
herein or in the Lease to the
contrary, under no circumstances shall
Tenant be required to remove any
improvements to the Premises constructed by
Tenant, all of which may be left in
the Premises. Prior to the Termination
Date, Tenant is permitted, but not
required, to remo
