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EXHIBIT 10.14
TERMINATION OF MANAGEMENT AGREEMENT
This Termination of Management Agreement (the "Termination Agreement") is
made and entered into effective as of Jan 14, 2001, by and between United
Petroleum Group, Inc., a Delaware corporation, and Farm Stores Grocery, Inc., a
Delaware corporation.
Preliminary Statement
The parties entered in to a Management Agreement dated as of November 12,
1999 (the "Management Agreement") and have mutually agreed to terminate the
Term of the Management Agreement, all as set forth below.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
and other good and valuable considerations, the receipt and adequacy of which
are hereby conclusively acknowledged, the parties, intending to be legally
bound, agree as follows:
1. All capitalized terms used and not otherwise defined in this
Termination Agreement shall have the same meanings as provided therefor in the
Management Agreement. The provisions of this Termination Agreement shall govern
and control over any conflicting or inconsistent provisions in the Management
Agreement.
2. The Term is ended and terminated effective as of January 14, 2001, at
midnight (Eastern Time) (the "Termination Time").
3. The termination of the Term shall not affect the parties' rights and
obligations that arose under the Management Agreement prior to the Termination
Time, and all such rights and obligations are hereby expressly preserved,
including without limitation, FSG's obligation for accrued but unpaid Base FSG
Fees and amounts owed for maintenance services provided to FSG (these two
financial obligations are called the "Account Stated").
4. The termination of the Term shall not impair or affect the parties'
rights to exculpation and indemnity, as provided for in the Management
Agreement, in respect of matters, acts, omissions, or events occurring prior to
the Termination Time (collectively, the "Accrued Rights").
5. Except for the Account Stated and the Accrued Rights, the parties
agree to, and do hereby, release, waive and satisfy all, and all manner of,
causes of action, demands, actions, suits, expenses, and claims arising out of
or in connection with the Management Agreement and its performance and
termination.
6. The transition provisions of Section 2.5 of the Management Agreement
shall take effect immediately.
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7. During an interim period commencing on the Termination Time, each
party may provide goods and/or perform services for the benefit of the other
("Transition Services"). The parties agree to minimize and mitigate such
situations by (among other things) striving, to the greatest commercially
reasonable extent, to contract for all goods and services separately. Any
arrangements for Transition Services will be on arms' length, commercially
reasonable terms, and will be documented in an addendum or exhibit to this
Termination Agreement, that is signed or initialed on behalf of both parties
hereto. Each of such arrangements shall be for a period (a "Transition Period")
that is terminable (without penalty of liability) by either party upon notice
to the other of not more than five days. All of the indemnity and exculpatory
provisions of the Management Agreement, as applicable to management and related
services that Manager performed for FSG during the Term, shall apply to and
govern the rendition of Transition Services by one party to the other during
the applicable Transition Period.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement, all as of the date first above written.
United Petroleum Group, Inc.,
a Delaware corporation
By: /s/ JOSE P. BARED
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Authorized Signatory
Farm Stores Grocery, Inc.,
a Delaware corporation
By: /s/ [ILLEGIBLE]
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Authorized Signatory