LEASE TERMINATION AGREEMENT
This Lease Termination Agreement (the "Agreement") is made by and between Pizzagalli Properties,
LLC, (the "Landlord"), Cloverleaf Properties, Inc., Blodgett Holdings, Inc. (“Blodgett”), and The Middleby
Corporation ("Middleby") as of the date on which Middleby, Blodgett, and the Landlord have executed this
Agreement (the “Effective Date”).
The Landlord and Cloverleaf Properties, Inc. (the “Tenant”), Blodgett and Middleby’s
subsidiary or affiliate, have previously entered into a certain Lease by and between Pizzagalli Property Company
(predecessor in interest to Landlord) and Cloverleaf Properties, Inc., dated December 11, 1989, as amended by
a First Amendment, also dated December 11, 1989, and by a Second Amendment, dated April 16, 1993 (as
amended, the “Lease”).
Pursuant to the Lease, Cloverleaf Properties, Inc., leased certain land and buildings
premises located at 116 Blodgett Road and 19 Harbor Road in Shelburne, Vermont (the “Premises”).
Middleby and Blodgett wish to terminate the Lease, and have arranged for the sale of the
Premises by the Landlord to Field House, LLC (“Field House”).
The Landlord is willing to terminate the Lease on certain agreed terms and conditions
provided that the termination occurs simultaneously with the sale of the Premises to Field House in accordance
with the terms and conditions of a certain Purchase and Sale Agreement by and between the Landlord and Field
House, dated November 10, 2004 (the “Field House Agreement”).
NOW, THEREFORE, in consideration of the foregoing background, and the mutual covenants and
promises set forth in this Agreement, the parties hereby agree as follows.
Defined Terms. Except as otherwise specifically defined in this Agreement, all capitalized
terms shall have the meanings set forth in the Lease.
Agreement to Terminate . Subject to the terms and conditions of th