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EXHIBIT 10.37
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT ("Agreement"), is made on February
12, 1997 between ABR SPECTRUM, LTD. ("Landlord"), whose address is 000
Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx and PHOENIX INTERNATIONAL, LTD.
INC. ("Tenant"), whose address is 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxx.
RECITALS
This Agreement is based upon the following recitals:
A. Landlord and Tenant entered into a certain Standard Commercial Lease
("Lease"), dated December 8, 1993, covering the premises known as Xxxxx 000
("Xxxxx 000") in the 000 Xxxxxxxxx Xxxxx Xxxxxxxx ("Xxxxxxxx").
B. The Lease has been amended by: (1) a Modification and Ratification of
Lease Addendum II dated January 24, 1994 ("Modification I") to extend the term
of the Lease through January 31, 1998, (2) a Modification and Ratification of
Lease dated July 25, 1996 ("Modification II") to lease Suite 145 of the
Building on a month-to-month basis, and (3) a Second Modification and
Ratification of Lease dated September 23, 1996 ("Modification III") to provide
a termination date of March 15, 1997 for Suite 145 (collectively, the Lease,
Modification I, Modification II, and Modification III are referred to herein as
"Lease Agreement," and collectively, Xxxxx 000 xxx Xxxxx 000 are referred to
herein as "Leased Premises").
C. Tenant has also, with Landlord's consent, subleased Suite 120 of the
Building ("Suite 120") from CCS Technology Group, Inc. pursuant to that certain
Sublease Agreement dated September 28, 1995, which sublease has expired so that
the premises are currently held by Tenant under a month-to-month tenancy.
Tenant has also, with Landlord's consent, subleased Suite 116 of the Building
("Suite 116") from Xxxxx Financial Services pursuant to that certain Sublease
Agreement dated April 3, 1995, which sublease shall expire on March 31, 1997,
(collectively, Xxxxx 000 xxx Xxxxx 000 are referred to herein as the "Subleased
Premises").
D. Landlord intends to enter into a new lease for portions of the Leased
Premises and Suite 116 with Paysys International, Inc.
E. Landlord and Tenant desire to terminate the Lease Agreement pursuant
to Section 9.03(1) of the Lease Agreement on the terms and conditions stated in
this Agreement.
AGREEMENT
NOW THEREFORE, for sufficient consideration received and acknowledged
by each party, Landlord and Tenant agree to terminate the Lease Agreement as
follows:
1. RECITALS. The Recitals are fully incorporated by reference.
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2. TERMINATION DATE. The Lease Agreement shall terminate at
midnight on March 31, 1997 ("Termination Date").
3. CONTINUING OBLIGATIONS. Landlord's consent to terminate the
Lease Agreement shall not relieve Tenant of any monetary or non-monetary
obligations arising under the Lease Agreement prior to the Termination Date
with the understanding that the only monetary sums due to Landlord are the
rental for the month of March 1997, plus after hours HVAC charges, if any.
Except as may be modified below, from the date of this Agreement through the
Termination Date, Tenant shall continue to make those payments due to Landlord
under the Lease Agreement. Tenant shall also continue to make the payments due
to CCS Technology Group, Inc. and to Xxxxx Financial Services for the Subleased
Premises.
4. RENTS AND OTHER CHARGES DUE LANDLORD. Tenant shall pay
Landlord under the Lease Agreement the following amounts:
(A) Except for certain HVAC charges set forth in
Subsection 4(B) below, Tenant agrees that the following itemized amounts
represent the "Total Monies Due" to Landlord by Tenant under the Lease
Agreement through the Termination Date:
(a) Base Rental Suite 140 $12,530.42
(b) Sales Tax Xxxxx 000 $ 751.83
(c) Base Rental Suite 145 $ 910.67
(d) Sales Tax Suite 145 $ 54.64
(e) Other Additional Rent $ 0
TOTAL MONIES DUE $14,247.56
The Total Monies Due shall be paid within 10 days after the Date of Landlord's
invoice.
(B) Additional HVAC charges shall be invoiced after the
Termination Date and Tenant shall remit payment within ten (10) days after the
Date of Landlord's invoice.
5. VACATING PREMISES. Tenant agrees to fully and finally vacate
and surrender the Leased Premises to Landlord on the Termination Date broom
clean and in good repair and tenantable condition, ordinary wear and tear
excepted. After the Termination Date, Tenant grants Landlord the unconditional
right to enter and repossess the Leased Premises, without notice to Tenant.
6. HOLDOVER STATUS. Regardless of any contrary provision in the
Lease Agreement, if Tenant has not vacated the Leased Premises by the
Termination Date, Tenant shall become a Tenant at sufferance, on a daily basis,
and shall be liable to Landlord for 150% of the base rental rate due under the
Lease Agreement plus all other rents and charges due, calculated on a daily
basis.
7. TRANSFER OF INTEREST. Each party represents that it has not
assigned, subleased, transferred, conveyed, or otherwise disposed of (A) the
Lease Agreement or any
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interest in the Lease Agreement, or (B) any claim, demand, obligation,
liability, action, or cause of action arising from the Lease Agreement.
8. RELEASE. (A) Landlord and Tenant shall be unconditionally and
mutually released from any and all further obligations under the Lease
Agreement as of the Termination Date, provided, however, that as to Tenant said
release shall become effective only after all payment of the amounts set forth
in Section 4(A). Tenant shall also be unconditionally and mutually released
from all further obligations owed to Landlord with regard to the Subleased
Premises from and after the Termination Date.
(B) Provided Tenant has paid all amounts set forth in
Section 4(A) and further provided that Tenant has fully vacated the Leased
Premises and the Subleased Premises as of the Termination Date, this Agreement
shall fully and finally settle all demands, charges, claims, accounts, and
causes of action of any nature, including, without limitation, both known and
unknown claims and causes of action arising out of or in connection with the
Lease Agreement or the Subleased Premises, except for any amounts due under
Section 4(B) of this Agreement, and any amounts due to CCS Technology Group,
Inc. and to Xxxxx Financial Services for the Subleased Premises up to the
Termination Date.
9. CONFLICTING PROVISIONS. To the extent this Agreement
conflicts with the Lease Agreement, then the provisions of this Agreement shall
govern.
10. PERSONS BOUND. This Agreement shall bind and benefit Landlord
and Tenant, and their representatives, successors, and assigns and heirs.
13. AUTHORITY. The signatories hereto represent and warrant that
each has the authority to execute, deliver and perform this Agreement on behalf
of the party for whom such signatory is executing this Agreement.
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AFFIRMING THE ABOVE, the parties have executed this LEASE TERMINATION
AGREEMENT as of the date first stated.
LANDLORD:
ABR SPECTRUM, LTD.
/s/ Xxxxxx Xxxxx By: /s/
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Witness Its: General Partner
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/s/
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Witness (SEAL)
TENANT:
PHOENIX INTERNATIONAL LTD., INC
/s/ Xxxx Xxxxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxx
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Witness Its: Chairman & CEO
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/s/ Xxxxx Xxxxx
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Witness (SEAL)
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[DIAGRAM]
FIRST FLOOR PLAN
THE SPECTRUM OFFICE BUILDING
VANTAGE
COMPANIES
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