Exhibit 10(s)
ASSIGNMENT OF LEASE
This Assignment of Lease (this "Agreement") by and between: Tag, Incorporated, a
Maryland corporation (the "Assignor"), Kiddie Academy Child Care Learning
Centers, Inc., a Maryland corporation (the "Assignee"), Penguin Properties,
Inc., a Maryland corporation (the "Landlord") and Xxxx Xxxxxx, an individual
residing in the State of Maryland (the "Personal Guarantor").
EXPLANATORY STATEMENT
A. By Lease Agreement dated September 30, 1994, (the "Lease"), entered
into between Assignor as tenant and Landlord, wherein Landlord leased to
Assignor the premises located at Route 18, Village of Xxxxxx'x Crossing,
Xxxxxxxxxxxx, Xxxxxxxx 00000, for the operation therein of a Kiddie Academy
Child Care Center (the "Center").
B. Pursuant to a Asset Purchase and Sale agreement dated September
_____, 1996 (the "Sale Agreement") between Assignor and Assignee, Assignor has
agreed to transfer to Assignee, and Assignee has agreed to assume from Assignor,
certain of Assignor's assets pertaining to the Center, including all of
Assignor's right, title and interest under the Lease.
C. Personal Guarantor entered into a Guaranty of Lease (the
"Personal Guaranty"), which guarantees the performance of the tenant under
the Lease.
NOW, THEREFORE, in consideration of the Explanatory Statement (which is
a substantive part of the Agreement), the purchase price to be paid by Assignee
to Assignor pursuant to the terms of the Sale Agreement, and of the mutual
agreements set forth below, the receipt, adequacy of which consideration the
parties acknowledge, the parties hereto covenant, promise, agree, represent and
warrant as follows:
A. The parties hereto agree to the Assignment of the Lease from
Assignor to Assignee as of 12:01 A. M. on the first Monday following
the date on which Assignee receives its license to operate the Center
pursuant to the terms of the Sale Agreement (the "Effective Date").
B. As of the Effective Date, Assignor shall be relieved of all its
rights and obligations as tenant under the Lease.
C. As of the Effective Date, Assignee accepts the Assignment and agrees to
perform each and every obligation under the Lease, on the part of the
tenant to be performed, including but not limited to the obligation to
pay rent in accordance with the terms of the Lease and to perform and
abide by all other covenants in the Lease.
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D. Landlord acknowledges and consents to the Assignment, and as of the
Effective Date, releases the Assignor from its obligations under the
Lease, and agrees that Assignee shall, as of the Effective Date, inure
to all of the rights of the tenant under the Lease.
E. The parties hereto agree that, as of the date of this Agreement, no
uncured default of the Lease exists and that all rights of Assignee as
tenant under the Lease shall remain unaffected by any past performance
of the parties hereto.
F. The Personal Guaranty shall remain in full force or effect for one (1)
year, after the Effective Date.
G. Landlord acknowledges that all forms of rent and any other sum of money
due to Landlord, have been received by Landlord as of the Effective
Date and that no default exists under the Lease on the part of the
Assignor as tenant.
H. The address of the Assignee is: 000 Xxxxx Xxxx, Xxx Xxx, Xxxxxxxx
00000, Attention: Chief Financial Officer.
I. Assignor hereby agrees to indemnify and hold harmless Assignee from and
against any and all obligations arising under the Lease attributable to
the period preceding the Effective Date. Assignor further agrees to
cure any default under the Lease which occurred or accrued prior to the
Effective Date at its sole cost and expense
J. Assignee hereby agrees to indemnify and hold harmless Assignor from
and against any and all obligations arising under the Lease
attributable to the period following the Effective Date.
K. The parties hereto represent and warrant, each to the other, that it is
duly authorized and empowered to execute and deliver this Agreement and
to perform its obligations hereunder and that the person signing on
behalf of each entity is fully authorized to do so.
L. Assignor's interest in the Security Deposit in the amount of Five
Thousand Four Hundred Sixteen and 67/100 Dollars ($5,416.67) is hereby
transferred to Assignee as o the Effective Date and Assignor shall have
no further interest or claim to the Security Deposit.
M. Assignee shall have the sole right to assign or sublet its interest
under the Lease to a franchisee of Kiddie Academy Franchising Systems,
Inc., (the "Franchisor") a Maryland corporation and wholly-owned
subsidiary of Assignee, provided that Assignee remains liable under the
Lease and further provided that Assignee notifies Landlord of the
identity, address and financial information of the substitute tenant.
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N. This Agreement sets forth all of the covenants between the parties to
this Agreement respecting the matters set forth herein and there are no
covenants, promises, agreements, conditions or understandings, either
oral or written, between or among them, other than as set forth in this
Agreement. This Agreement is intended by the parties to be an
integration of all prior or contemporaneous promises, agreements,
conditions, negotiations and undertakings between them. Except as
otherwise provided in this Agreement, no alteration, amendment, change
or addition to this Agreement shall be binding on any party to this
Agreement unless and until in writing and signed by the parties hereto.
O. The covenants, conditions and agreements contained herein shall bind
and inure to the benefit of the parties hereto and their respective
heirs, distributees, executors, administrators, successors and assigns.
P. This Agreement may be executed in counterparts, each of which
shall be an original, but all of which shall constitute one and the
same instrument.
Q. This Agreement shall be governed by the laws of the State of Maryland.
R. The Provisions of this Agreement shall be deemed severable, and the
invalidity or unenforceability of any one or more of the provisions
hereof shall not affect the validity and enforceability of the
other provisions hereof.
S. Conflict: Should any conflict in terms and conditions exist or arise
between this Assignment Of Lease and the Lease, the terms and
conditions in this Assignment Of Lease Agreement shall prevail.
T. Except as specifically provided herein, the Lease shall remain in
full force and effect and be unaffected hereby.
(SIGNATURES ON NEXT PAGE)
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IN WITNESS WHEREOF, the parties have caused these presents to be executed under
seal the on the day and year written.
WITNESS: LANDLORD:
Penguin Properties, L. P.
/s/ Xxxxxx X. Xxxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
Date: November 4, 1996
ASSIGNOR:
Tag, Incorporated
/s/ Xxxxxx X. Xxxxxxx BY: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President
Date: November 4, 1996
ASSIGNEE:
Kiddie Academy Child Care Learning Centers, Inc.
/s/ Xxxxxx X. Xxxxxxx BY: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
Date: November 4, 1996
The following Guarantor joins in the execution of this Agreement to indicate its
consent to the modifications of the Lease and its consent to the Assignment of
the Lease:
PERSONAL GUARANTOR
Xxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Date: November 4, 1996
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