Exhibit 10(j)
TRANSITION SERVICES AGREEMENT
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TRANSITION SERVICES AGREEMENT (the "Agreement"), dated as of July 23, 1993,
among CenCor, Inc. ("CenCor"), Century Acceptance Corporation ("Century"), La
Petite Academy, Inc. ("La Petite") and Concorde Career Colleges, inc.
("Concorde").
RECITALS
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WHEREAS, CenCor, Century, La Petite and Concorde share office space at 12th
& Baltimore, City Center Square, Kansas City, Missouri 64196 (the "Shared
Office");
WHEREAS, the parties entered into that certain Salary Allocation and
Expense Sharing Agreement (the "Expense Sharing Agreement") on May 4, 1993,
pursuant to which the parties agreed to certain arrangements regarding the
sharing of expenses incurred by the parties with respect to the Shared Office
and payroll costs for personnel who provide services to more than one of the
parties;
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
February 20, 1993, as amended, between La Petite and La Petite Acquisition Corp.
("LPAC"), LPAC will merge with an into La Petite (the "Merger"), and sometime
after the effective time of the Merger (the "Effective Time"), La Petite will
vacate the Shared Office; and
WHEREAS, in connection with the consummation of the Merger, the parties
desire to terminate the Expense Sharing Agreement and make provision for the
sharing of certain services and expenses during the transition period from the
Effective Time until the time when La Petite vacates the Shared Office.
AGREEMENTS
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In consideration of the premises and the mutual agreements set forth below,
the parties agree as follows:
1. TERM AND TERMINATION.
a. This Agreement shall become effective as of the Effective Time
and shall continue until one of the parties has vacated the Shared Office
(the "Transition Period"), provided such vacating party has provided 30
days prior written notice to the other parties.
b. Notwithstanding anything herein to the contrary, this Agreement
and any rights granted hereunder can be terminated prior to expiration of
the Transition Period as follows:
i. by the mutual written consent of the parties;
ii. by any nondefaulting party, upon any material breach or
default by another party of any provision or obligation of this
Agreement which is not cured within 30 days after notice is delivered
to such other party of such breach or default; or
iii. by La Petite upon Century or Concorde (a) having an order
for relief entered with respect to it under Federal bankruptcy laws,
(b) making an assignment for the benefit of creditors, or (c)
instituting any proceeding seeking an order for relief under Federal
bankruptcy laws.
c. Any termination pursuant to this Section 1 shall not affect any
rights or obligations of any party arising under this Agreement prior to
such termination and shall be without prejudice to any other remedies of
any party provided in Section 10 hereof. Upon the termination of this
Agreement pursuant to the terms of Section 1 hereof, the parties shall have
no obligations to one another to provide services or share expenses
including, but not limited to, payroll costs for personnel.
2. WAREHOUSE FACILITIES. Notwithstanding the terms of Section 1 hereof,
in the event this Agreement is terminated, (i) CenCor, Century and Concorde
shall continue to have access to the storage and warehouse facilities identified
in Exhibit A hereto on the same terms and conditions as existed prior to such
termination, and (ii) CenCor, Century and Concorde may be denied access to and
evicted from said facilities only upon 30 days prior written notice.
3. TERMINATION OF THE EXPENSE SHARING AGREEMENT. As of the Effective
Time, the Expense Sharing Agreement shall terminate and be of no further force
and effect.
4. SHARING OF EXPENSES. The parties agree to share expenses incurred
during the Transition Period relating to the Shared Office in the following
manner:
a. To the extent practicable, each party shall be billed separately
by vendors for goods received or services performed for the sole benefit of
such party;
b. Except as provided in subsection (c) of this Section 3, if a
common invoice is used by a vendor, the parties shall, in good faith, agree
to an allocation of the invoice amount based upon actual usage of the goods
or services so billed; and
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c. The parties shall allocate the expenses incurred from the
provision of goods or services described in Exhibit A hereto in the manner
set forth therein.
5. ALLOCATION OF EMPLOYEES SALARIES. The parties agree to allocate all
salary and other payroll costs accrued during the Transition Period that are
attributable to employees listed in Exhibit B hereto (the "Scheduled
Employees"), in the manner set forth herein, provided, that after the Scheduled
Employee's duties with respect to CenCor, Century or Concorde have diminished
such that Exhibit B no longer reflects the proper allocation of the Scheduled
Employee's work on behalf of the parties, the parties hereby agree to adjust the
allocation of costs with regards to such Scheduled Employee.
6. PAYMENT OF EXPENSES. On or prior to the tenth day of each month
during the Transition Period, the parties shall settle and discharge all
liabilities owed to one another pursuant to the terms and conditions of this
Agreement for services or goods received during the preceding month.
6. GOODS REMAINING UPON EXPIRATION OF TRANSITION PERIOD. At the
expiration of the Transition Period, any goods on hand at the Shared Office
which were purchased by the parties and the costs of which were allocated among
the parties under this Agreement or any previous sharing agreement among the
parties, including the Expense Sharing Agreement, shall be distributed to the
parties in accordance with the expense allocation provisions contained in
Section 3 hereof made for such goods, unless otherwise agreed among the parties.
7. DELIVERY OF INFORMATION; COOPERATION BETWEEN THE PARTIES. The parties
shall provide each other with such information and material reasonably necessary
to effect each party's prompt and complete performance of its duties and
obligations under this Agreement. The parties agree that they will cooperate
with each other and will act in such a manner as to promote the prompt and
efficient completion of their respective obligations hereunder.
9. CONFIDENTIALITY. All information concerning a party which is obtained
by another party in the course of performing its obligations hereunder shall be
treated as confidential by such party and shall only be disclosed to the extent
required to perform such party's obligations hereunder. Upon termination of
this Agreement, the parties hereto shall return to the appropriate party all
copies of information relating to such party that were provided to it or
generated by it in the course of performing its obligations hereunder.
10. REMEDIES IN GENERAL. Each party shall have all remedies available to
it under applicable law or in equity in addition to all other remedies
contemplated by this Agreement. Every right and remedy provided herein or now
or hereafter available under applicable law or in equity will be cumulative
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and concurrent and will be in addition to every other right and remedy provided
herein, or now or hereafter available under applicable law or in equity, and the
exercise by a party of any other or more of such rights or remedies will not
preclude the concurrent or subsequent exercise by such party of any other such
rights or remedies.
11. WAIVER. The failure of any party to insist, in any one or more
instances, upon performance of the terms or conditions of this Agreement shall
not be construed as a waiver or a relinquishment of any right granted under this
Agreement or of the future performance of any such term, covenant or condition.
12. NOTICES. Any notice to be given under this Agreement is deemed given
and sufficient if in writing and delivered or, if mailed, five (5) business days
following mailing by registered or certified mail, return receipt requested, to
each party at the Shared Office or to such other address as any party may
designate by notice in writing to the other parties.
12. BENEFIT. This Agreement shall be binding upon and inure to the
benefit of and will be enforceable by each party hereto and its respective
successors and assigns. No party may assign any of its rights or obligations
under this Agreement without the consent of each of the other parties.
13. SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable for any reason, the remaining covenants, restrictions and
provisions of this Agreement will remain enforceable. Any court of competent
jurisdiction may modify the objectionable provisions to make them enforceable.
14. AMENDMENT. This Agreement and the attached exhibits may be amended
from time to time only by an agreement in writing signed by the parties.
15. PAROL EVIDENCE. This Agreement and the exhibits referred to herein or
therein or delivered pursuant hereto or thereto which form a part hereof or
thereof contain the understanding of the parties with respect to its subject
matter.
17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts shall together constitute the same agreement.
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IN WITNESS WHEREOF, CenCor, Inc., Century Acceptance Corporation, La Petite
Academy, Inc. and Concorde Career Colleges, Inc. have caused this Transition
Service Agreement to be executed by their duly authorized offices as of the date
first above written.
CENCOR, INC.
By: /s/ Jack L. Brozman
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Jack L. Brozman, President
CENTURY ACCEPTANCE CORPORATION
By: /s/ Dennis C. Berglund
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Dennis C. Berglund, President
LA PETITE ACADEMY, INC.
By: /s/ David J. Anglewidz
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David J. Anglewidz, President
CONCORDE CAREER COLLEGES, INC.
By: /s/ Michael S. Saverly
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Michael S. Saverly, President
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