[ARTICLE]
[LEGEND] EXHIBIT 10.1 TO FORM 8-K
EXHIBIT B
WAIVER, RELEASE AND CONSENT
THIS WAIVER, RELEASE AND CONSENT dated as of September 6,
1995 by First Hill Plaza L.L.C., a Washington limited liability
company, landlord ("Landlord") under that certain Lease dated
March 24, 1983, as heretofore assigned, amended and renewed (the
"Liberty Lease"), between Liberty Equipment Investors - 1983, a
New York limited partnership ("Liberty") and the Landlord,
relating to certain premises located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the "Premises"),
WITNESSETH:
WHEREAS, pursuant to the terms of the Liberty Lease, the
Liberty Lease has expired on the date hereof;
WHEREAS, pursuant to the terms of the Liberty Lease,
Liberty is required at the expiration of the Liberty Lease to
remove certain leasehold improvements to the Premises and
equipment owned by Liberty and located at the Premises, and to
restore the Premises in the manner set forth therein;
WHEREAS, the Landlord has entered into a lease (the "New
Lease") with a new lessee (the "New Lessee") to commence upon the
expiration of the Liberty Lease, and the New Lessee thereunder
desires to operate the Premises for a similar use as used by
Liberty and desires to lease the Premises with the leasehold
improvements provided by Liberty and owned by Liberty and desires
the Premises to be delivered without the removal thereof (or the
removal of certain equipment which the New Lessee has agreed to
purchase from Liberty) and the restoration of the Premises that
would otherwise be required under the Liberty Lease; and
WHEREAS, the New Lessee has agreed with Liberty pursuant
to an Agreement dated as of August 30, 1995 (the "Agreement") to
purchase certain equipment of Liberty utilized at the Premises,
as specified in Schedule A thereto (the "Liberty Equipment");
NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, receipt of which is hereby
acknowledged, the Landlord hereby grants this Waiver, Release and
Consent as follows:
1. The Landlord hereby waives and releases Liberty from
any and all obligations of Liberty under the Liberty Lease to
remove any equipment or leasehold improvements to the Premises
and any and all obligations of Liberty to restore the Premises
under the Liberty Lease, including, without limitation, any
obligation to remove the skylight or restore the roof.
2. The Landlord hereby agrees to execute any and all
documents necessary to evidence the foregoing and to make such
filings, if any, as are necessary for such purpose.
3. The Landlord hereby consents to Liberty leaving the
Liberty Equipment at the Premises and hereby grants Liberty (and
the New Lessee, or an affiliate thereof, as purchaser thereof) a
license to do so until the commencement of the New Lease, and
agrees that no charge shall be assessed to Liberty or the New
Lessee, or any affiliate thereof, for such purpose.
IN WITNESS WHEREOF, the Landlord has executed this
Waiver, Release and Consent as of the date first above written.
FIRST HILL PLAZA L.L.C.
By: /s/____________________________
Title
