Exhibit 10.21
LEASE TERMINATION AGREEMENT AND RELEASE
This Lease Termination Agreement and Release ("AGREEMENT") is
entered into as of March ___, 1997, between XXXXX XXXX XXX and XXX XXX XXX,
husband and wife ("LEES"), as community property, JAE MIN CHA and CE CIL CHA,
husband and wife ("XXXX"), as community property, PYUNG SUN XXX and KOOK XXXX
XXX, husband and wife ("KIMS"), as community property, and WSI FUND, INC.,
doing business as and collectively referred to herein as WILSHIRE XXXXXX
GROUP ("WSG") on the one hand, and COMPUTER LEARNING CENTERS, INC. ("CLC"),
on the other hand. WSG and CLC are sometimes hereinafter referred to as "THE
PARTIES".
R E C I T A L S :
This AGREEMENT is made with respect to the following facts:
A. WSG are the true owners of certain property located at
0000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx ("PROPERTY"), and are the
current landlords under that certain lease dated July 26, 1988 affecting a
portion of the PROPERTY.
B. CLC is the tenant of such portion of the PROPERTY
pursuant to such lease.
C. The July 26, 1988 lease has been amended by a series of
amendments, the last which is described as "Seventh Amendment To Lease" and
is dated August 23, 1996. True and correct copies of the said lease and all
Amendments thereto are attached to this AGREEMENT as Attachment "A" and are
incorporated herein and are sometimes herein referred to as "THE LEASE
AGREEMENT".
D. The Parties acknowledge that, subject to this AGREEMENT,
the terms of THE LEASE AGREEMENT are mutually enforceable until its
expiration date, as provided below.
E. THE PARTIES desire to provide in this AGREEMENT for the
termination of THE LEASE AGREEMENT prior to its current expiration date,
subject to and in accordance with the terms and conditions set forth in this
AGREEMENT.
F. This AGREEMENT is not intended to, and does not in fact,
adversely affect any rights and remedies of THE PARTIES under THE LEASE
AGREEMENT, all of which rights and remedies are hereby expressly reserved,
which accrue after the date of this AGREEMENT and prior to the termination of
THE LEASE AGREEMENT as provided below.
NOW, THEREFORE, in consideration of the foregoing facts and
the terms and conditions set forth herein, WSG and CLC agree as follows:
Incorporation of Recitals. The foregoing Recitals
are incorporated
herein by reference.
Consideration.
Payment by CLC. CLC agree to
pay to WSG the sum of Five
Hundred Thousand Dollars
($500,000). CLC shall pay as
follows:
Concurrently with the full execution hereof, CLC
shall deliver to WSG a check
payable to the order of WSG in the
amount of Two Hundred Fifty
Thousand Dollars ($250,000).
No later than ninety days
after the full execution
hereof, CLC shall deliver to
WSG a check payable to the
order of WSG in the amount of
One Hundred Thousand Dollars
($100,000).
No later than September 30,
1997, CLC shall deliver to WSG
a check payable to the order
of WSG in the amount of One
Hundred Fifty Thousand Dollars
($150,000).
No later than September 30,
1997, CLC shall pay to WSG
interest that accrues after
full execution hereof on any
unpaid balance of the above
stated Five Hundred Thousand
Dollars ($500,000) at an
annual rate of nine percent
(9%).
Security Deposit under THE LEASE AGREEMENT. Upon
full execution of this AGREEMENT, in addition to CLC's payment of the Five
Hundred Thousand Dollars ($500,000) plus interest, as stated above under a)
Payment by CLC, CLC shall lose all of its rights, remedies and/or claims
against WSG for the Security Deposit under THE LEASE AGREEMENT in the amount
of Thirty-One Thousand Three Hundred Ninety-One Dollars and Twenty-five Cents
($31,391.25). The said Security Deposit shall be used by WSG in repair and
restoration of the PROPERTY.
Early Termination. Effective upon execution of this
AGREEMENT, the term of THE LEASE AGREEMENT, which expires on September 30,
1998, is hereby amended to expire instead on September 30, 1997. In
addition, CLC shall have the option to extend such term by one month after
the September 30, 1997 termination date, exercisable by written notice to WSG
on or before September 15, 1997. If CLC exercises the said option, CLC shall
pay in advance a separate rent fee to WSG for the extension in the amount of
Fifty-Five Thousand Eight Hundred Eighty-four Dollars ($55,884) and CLC shall
vacate the PROPERTY by October 31, 1997.
General Release. Except for claims under the
provisions of Article 11 of THE
LEASE AGREEMENT and Section 2 of the Addendum thereto dated July 1988, which
shall continue in effect until and after termination of THE LEASE AGREEMENT,
and except for such rights as are created or preserved herein, each of THE
PARTIES hereby releases and forever discharges the other, and its assignees,
transferees, principals, partners, officers, directors, shareholders,
employees, servants, subsidiaries, parents, heirs, successors, agents,
insurance carriers, attorneys and representatives, from any and all claims,
disputes, demands, damages, debts, liabilities, obligations, contracts,
agreements, causes of action, suits, and costs, of whatever nature, character
or description, whether known or unknown, anticipated or unanticipated, which
each may have or may hereafter have or claim to have against the other by
reason of any cause, or thing whatsoever occurring, done, omitted, or
suffered to be done prior to the date hereof arising from and/or regarding
THE LEASE AGREEMENT (collectively, "CLAIMS").
Intention of the Parties. It is the intention of
the parties that this AGREEMENT shall be effective as a full and final accord
and satisfactory release of all CLAIMS. In furtherance of this intention,
the Parties acknowledge that each is familiar with Section 1542 of the Civil
Code of the State of California, which provides as follows:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him
must have materially affected his settlement with this
debtor.
CLC and WSG hereto waive and relinquish any rights and
benefits which they may have under Section 1542. CLC and WSG acknowledge
that they may hereafter discover facts in addition to or different from those
which they now know or believe to be true with respect to THE LEASE AGREEMENT
or the subject matter of this AGREEMENT, but it is their intention
to fully and finally and forever settle and release any and all Claims, known
or unknown, suspected or unsuspected, which do now exist, may exist or prior
to the date hereof have existed between them in connection with THE LEASE
AGREEMENT. In furtherance of this intention, the releases herein shall be
and remain in effect as full and complete general releases notwithstanding
the discovery or existence of any such additional or different facts.
CLC and WSG, and each of them, warrant and represent to one
another that the effect and import of the provisions of Section 1542 have
been fully explained to them by their attorneys.
Ownership of Claims. CLC and WSG, and each of them,
warrant and represent that they are the only persons or entities
which have any interest in any of the matters herein released,
and that none of such CLAIMS, causes of action, costs or demands,
or any part thereof, have been assigned, granted or transferred
in any way to any other person.
Alterations. Landlord agrees that, notwithstanding
anything to the contrary in THE LEASE AGREEMENT, Tenant shall not
be required to remove, or pay for the removal of, any
alterations, additions or improvements made to the PROPERTY
during the term of THE LEASE AGREEMENT.
Survival. The provisions of Article 11 of THE LEASE
AGREEMENT and Section 2 of the Addendum thereto dated July 1988
shall survive the termination of THE LEASE AGREEMENT provided for
in this AGREEMENT with respect to any claims or liability arising
from events
or circumstances occurring prior to such termination.
Fees and Costs. CLC and WSG, and each of them, agree
to bear their own costs and attorney's fees incurred with
respect to the EARLY TERMINATION, described above, and the
preparation of this AGREEMENT.
Severability. If any provision of this AGREEMENT shall
be adjudged by a Court to be void and/or unenforceable, the same
shall in no way affect: (a) any other provision in this
AGREEMENT; and (b) the validity and/or enforceability of the
AGREEMENT as a whole.
Entire Agreement. This AGREEMENT contains the entire
understanding and agreement between THE PARTIES with respect to
the matters referred to herein. No other representations,
covenants, undertakings and/or other prior or contemporaneous
agreements, oral or written, respecting such matters, which are
not specifically incorporated herein, shall be deemed in any way
to exist or bind any of THE PARTIES. Each of THE PARTIES
acknowledges that it has not executed this AGREEMENT in reliance
on any such representation, covenant, undertaking and/or other
agreement.
Binding on Successors and Others. This AGREEMENT and
the covenants and conditions contained herein shall apply to, be
binding upon, and inure to the benefit of the respective
administrators, executors, heirs, trustees, legal
representatives, assignees, successors and agents of THE PARTIES.
Construction. THE PARTIES participated jointly in the
preparation of this AGREEMENT. Each party to this AGREEMENT has
had the opportunity to review, comment upon, and redraft this
AGREEMENT. It is agreed that no rule of construction shall apply
against any party and/or in favor of any party. This AGREEMENT
shall be construed as if THE PARTIES jointly prepared this
AGREEMENT and any uncertainty or ambiguity shall not be
interpreted against any one party. This AGREEMENT is to be
performed in Los Angeles County, California and be interpreted,
enforced and governed by and under the laws of the State of
California.
Venue and Jurisdiction. Any litigation arising from
this AGREEMENT shall be instituted in the Los Angeles County
Superior Court, and THE PARTIES hereby stipulate and confer venue
and jurisdiction over them for the purpose of resolving any
disputes under this AGREEMENT.
Modification. This AGREEMENT shall not be modified
except by written agreement executed by THE PARTIES.
Attorney's Fees. Should suit be brought to enforce or
interpret any part of this AGREEMENT, the "prevailing party"
shall be entitled to recover, as an element of costs of suit and
not
as damages, reasonable attorney's fees to be fixed by the
Court. A party not entitled to recover his, her, or its costs
shall not be entitled to recover attorney's fees. No sum for
attorney's fees shall be counted and calculated in the amount of
a judgment for the purpose of determining if a party is entitled
to recover costs or attorney's fees.
Further Documents. CLC and WSG shall execute and
deliver all documents and perform all further acts that may be
reasonably necessary to effectuate the provisions of this
AGREEMENT.
Counterparts. This AGREEMENT may be executed in any
number of original counterparts. Any such counterpart, when
executed, shall constitute an original of this AGREEMENT, and all
such counterparts together shall constitute one and the same
AGREEMENT.
Notices. Any notices and/or correspondence pursuant to
this AGREEMENT shall be sent via facsimile with confirmation sent
by mail to the parties as follows:
If to CLC: COMPUTER LEARNING CENTERS, INC.
c/o Xx. Xxxxxxx X. Xxxxxxxx
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Fax No.: (000) 000-0000
With a Copy to: Xxxxxx X. Xxxxxxx, Esq.
DONAHUE, GALLAGHER, XXXXX & XXXX
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Fax No.: (000) 000-0000
If to WSG: WILSHIRE XXXXXX GROUP
c/o Mr. Xxxxxxxx Xxx
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax No.: (000) 000-0000
With a Copy to: Xxxxxx X. Xxx, Esq.
LAW OFFICES OF XXXXXX X. XXX
000 Xxxxxxxx Xxxxxxxxx, Xxx. 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax No.: (000) 000-0000
Advice of Counsel. CLC and WSG, and each of them,
acknowledge that they have been represented by counsel of their
own choice in the negotiations leading up to the execution of
this AGREEMENT and that they have read this AGREEMENT and have
had it fully explained to them by their counsel.
Powers and Authority. CLC and WSG, and each of them,
warrant and represent that the execution, delivery and
performance hereof are within their powers and authority, and all
requisite action and other steps have been taken by the
appropriate governing body, board, partners or group, to obtain
due authorization thereof pursuant to any and all organizational
documents of each party; and this AGREEMENT constitutes the valid
and binding obligation of THE PARTIES, and each of them,
enforceable in accordance with its terms.
No Conflicting Laws. CLC and WSG, and each of them,
warrant and represent that the execution and delivery of this
AGREEMENT will not, with or without the giving of notice or
passage of time, or both: (a) conflict with or violate any law,
statute, rule, regulation or administrative order to which THE
PARTIES, and each of them, are subject or by which the assets
of THE PARTIES, and each of them, are bound or affected; (b)
violate any judgment, order, writ or decree of any court or
administrative body in any suit or proceeding to which
THE PARTIES, and each of them, is a party;
(c) conflict with the terms of any charter or other
organizational document of THE PARTIES, and each of them, or to
which CLC or WSG is a party; or (d) result in a breach of or
default under any material agreement, commitment, contract or
other material instrument to which CLC or WSG is a party or by
which any of the assets of CLC and/or WSG are bound or affected.
Freely and Voluntarily. In negotiating, executing and
carrying out the provisions hereof, THE PARTIES, and each of
them: (a) have at all times acted freely and voluntarily and of
its own accord, and without duress or coercion of any kind, and
(b) have not relied upon, and are not relying upon, the
continuing existence or effectiveness of any agreement, document,
instrument or covenant to which CLC or WSG is a party, or any
security therefor.
Time of the Essence. Time is of the essence of this
AGREEMENT.
Authority. The person signing below on behalf of CLC,
and the person signing below on behalf of WSI Fund, Inc.,
represents and warrants that he has the requisite authority to
bind the party on whose behalf he is signing.
No Third Parties Benefitted. This AGREEMENT is made
and entered into for the benefit of THE PARTIES, and the persons
and entities referenced in Paragraph 11 above, and no other
person or entity shall have any rights hereunder.
Survival of Representations and Warranties. All
representations and warranties of the
respective parties contained herein shall be deemed to be
material and shall survive the execution and delivery (or
termination) of this AGREEMENT.
COMPUTER LEARNING CENTERS, INC.
Dated: March __, 1997 By:
---------------------------------
XXXXXXX X. XXXXXXXX
Vice President
"CLC"
Dated: March __, 1997 ------------------------------------
XXXXX XXXX XXX
Dated: March __, 1997 ------------------------------------
XXX XXX XXX
Dated: March __, 1997 ------------------------------------
JAE MIN CHA
Dated: March __, 1997 ------------------------------------
CE CIL CHA
Dated: March __, 1997 ------------------------------------
PYUNG SUN XXX
Dated: March __, 1997 ------------------------------------
KOOK XXXX XXX
WSI FUND, INC.
By:
---------------------------------
"WSG"
APPROVED AS TO FORM AND CONTENT:
Dated: March __, 1997 LAW OFFICES OF XXXXXX X. XXX
By:
---------------------------------
Xxxxxx X. Xxx, Attorney for WSG
Dated: March __, 0000 XXXXXXX, XXXXXXXXX, XXXXX & XXXX
By:
---------------------------------
Xxxxxx X. Xxxxxxx,
Attorneys for CLC
